1.

PURPOSE.

2.

EFFECTIVE DATE.

3.

DEFINITIONS.

a.

“2022 Plan” means the Company’s 2022 Omnibus Equity Incentive Plan, effective as of June 8, 2022, as amended.

b.

“Affiliate” means a Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the Person specified as of any date of determination.

c.

“Award” means any Equity Participation Right granted to a Participant pursuant to this Plan and an Award Agreement.

d.

“Award Agreement” means a written agreement in the form attached hereto as Exhibit A, as such form thereof may be revised from time to time by the Board.

e.

“Award Recipient” means any Participant who receives an Award pursuant to this Plan.

f.

“Board” shall mean the board of directors of the Company.

g.

“Cause” has the meaning assigned to such term in any individual service, employment or severance agreement or Award Agreement with the Participant or, if no such agreement exists or if such agreement does not define “Cause,” then “Cause” means (i) the Participant’s conviction of or plea of guilty or nolo contendere to a felony involving moral turpitude or which results in material harm to the Company; (ii) the Participant’s fraud against the Company or any breach of fiduciary duty owed to the Company; (iii) the Participant’s theft, misappropriation or embezzlement of the assets or funds of the Company or any customer, or engagement in misconduct that is materially injurious to the Company; (iv) the Participant’s gross negligence of Participant’s duties or willful misconduct in the performance of Participant’s duties; or (v) the Participant’s material breach of any agreement between the Company and its Affiliates on the one hand and Participant on the other hand, which (if curable) is not cured within thirty (30) days of written notice.  Any voluntary termination of employment or service by the Participant in anticipation of an involuntary termination of the Participant’s employment or service, as appliable, for Cause shall be deemed to be a termination for Cause.

h.

“Change in Control” shall have the meaning given such term in the 2022 Plan.  Notwithstanding the foregoing, to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, a Change in Control shall be deemed to have occurred with respect to the Equity Participation Rights granted hereunder only if a change in the ownership or a change in ownership of a substantial portion of the assets of the Company shall also be deemed to have occurred under Section 409A of the Code.

i.

“Code” means the Internal Revenue Code of 1986, as amended and restated.

j.

“Committee” means the Compensation Committee of the Board.

k.

“Common Stock” means the common stock of the Company, par value $0.005.

l.

“Equity Participation Right” means a right to receive, in accordance with the terms hereof and any Award Agreement, with respect to each Restricted Stock Unit, a lump sum cash payment equal to the Fair Market Value of a share of Common Stock indexed to such Restricted Stock Units.

m.

“Exchange Act” means the Securities and Exchange Act of 1934, as amended from time to time.

n.

“Fair Market Value” of a share of Common Stock or another security as of a particular date shall mean the fair market value as determined by the Board in its sole discretion; provided, that, (i) if the Common Stock or other security is admitted to trading on a national securities exchange, the fair market value on any date shall be the closing sale price reported on such date, or if no shares were traded on such date, on the last preceding date for which there was a sale of a share of Common Stock on such exchange, or (ii) if the Common Stock or other security is then traded in an over-the-counter market, the Fair Market Value on any date shall be the average of the closing bid and asked prices for such share in such over-the-counter market for the last preceding date on which there was a sale of such share in such market.

o.

“Incentive Compensation” means (i) any annual cash bonus; (ii) any Award granted hereunder; or (iii) any award granted under the 2022 Plan.

p.

“Participant” means a Company employee or other individual service provider who receives an Award pursuant to this Plan and who enters into an Award Agreement with respect to such Award that is fully executed and delivered by all parties thereto.  

q.

“Person” means any individual, corporation, firm, partnership, joint venture, limited liability company, estate, trust, business association, organization, governmental entity or other entity.

r.

“Restricted Period” means, with respect to any Restricted Stock Units granted hereunder, the period during which any time restrictions, performance goals or other conditions that apply to transferability, delivery or vesting of such Restricted Stock Units.

s.

“Restricted Stock Units” means, except as otherwise provided herein or in any Award Agreement, the economic equivalent to a number of shares of Common Stock specified in the Award Agreement.

t.

“Section 16 Officer” means any officer of the Company whom the Board has determined is subject to the reporting requirements of Section 16 of the Exchange Act, whether or not such individual is a Section 16 Officer at the time the determination to recoup compensation is made.

u.

“Securities Act” means the Securities Act of 1933, as amended and restated.

4.

ADMINISTRATION.

5.

AUTHORITY OF THE BOARD.

a.

designate Participants to receive Awards;

b.

determine the number of Awards to be granted and the number of Restricted Stock Units applicable to any Equity Participation Right to which an Award will relate;

c.

prescribe the form and substance of each Award Agreement;

d.

decide all other matters that must be determined in connection with an Award;

e.

establish, adopt, terminate or revise any rules and regulations as it may deem necessary or advisable to administer this Plan;

f.

amend, modify or terminate this Plan;

g.

interpret the terms of, and any matter arising pursuant to, this Plan or any Award Agreement;

h.

make all other decisions and determinations that may be required pursuant to this Plan or as the Board deems necessary or advisable to administer this Plan; and

i.

delegate, as it deems advisable, all or part of its powers, rights and duties under this Plan.

6.

DECISIONS BINDING.

7.

NO RIGHTS TO AWARDS.

8.

NO PAYMENT FOR AWARDS.

9.

NO CASH IN LIEU OF AWARDS.

10.

AMENDMENT, MODIFICATION, AND TERMINATION.

11.

NO UNITHOLDER RIGHTS.

12.

NO RIGHT TO EMPLOYMENT OR SERVICES.

13.

EXPENSES.

14.

TITLES AND HEADINGS.

15.

GOVERNMENT AND OTHER REGULATIONS.

16.

GOVERNING LAW.

17.

SECURITIES MATTERS AND REGULATIONS.

18.

CLAWBACK.

a.

If the Company is required to prepare a financial restatement due to the material non-compliance of the Company with any financial reporting requirement, then the Board may require any Section 16 Officer to repay or forfeit to the Company, and each Section 16 Officer agrees to so repay or forfeit, that part of the Incentive Compensation received by that Section 16 Officer during the three-year period preceding the publication of the restated financial statement that the Board determines was in excess of the amount that such Section 16 Officer would have received had such Incentive Compensation been calculated based on the financial results reported in the restated financial statement. In addition to the foregoing, if the employment or provision of services of any Participant is terminated by the Company for Cause or otherwise as a result of any material misconduct by such Participant, or if such Participant breaches any restrictive covenant owed to the Company or any of its Affiliates, the Company may require such Participant to repay or forfeit to the Company, and each Participant agrees to so repay or forfeit, the entire amount of the Incentive Compensation received by that Participant during the three-year period preceding his or her termination of employment or service or breach, as applicable.  The Board may take into account any factors it deems reasonable in determining whether to seek recoupment of previously paid Incentive Compensation and how much Incentive Compensation to recoup from each Section 16 Officer or Participant, as applicable (which need not be the same amount or proportion for each Section 16 Officer or Participant). The amount and form of the Incentive Compensation to be recouped shall be determined by the Board in its sole and absolute discretion, and recoupment of Incentive Compensation may be made, in the Board’s sole and absolute discretion, through the cancellation of vested or unvested Awards, cash repayment or both.

b.

Notwithstanding any other provisions in this Plan, any Award which is subject to recovery under the Company’s Clawback Policy, any applicable law, government regulation or stock exchange listing requirement, will be subject to such deductions and clawback as may be required to be made pursuant to the Company’s Clawback Policy or such other applicable law, government regulation or stock exchange listing requirement (or any policy adopted by the Company pursuant to any such law, government regulation or stock exchange listing requirement).

19.

CHANGE IN CONTROL.

Participant:

[___]

Date of Grant:

[___]

Number of Restricted Stock Units:

[___]

Time Versus Performance Vesting Proportions:

[___]

Time-Based Vesting Conditions:

[___]

Performance-Based Vesting Conditions:

[___]

Vesting Commencement Date:

[___]

Delivery Dates:

Vesting Date

1.

Acceptance of Agreement.  Participant has reviewed all of the provisions of the Plan, the Grant Notice and this Restricted Stock Unit Award Agreement. By accepting this Award, Participant agrees that this Award is granted under and governed by the terms and conditions of the Plan (including, without limitation, Section 18 thereof), the Grant Notice and this Restricted Stock Unit Award Agreement, and the applicable provisions contained in a written employment agreement (if any) between the Company or an Affiliate and the Participant. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Board on questions relating to the Plan, the Grant Notice, this Agreement and, solely in so far as they relate to this Award, the applicable provisions contained in a written employment agreement (if any) between the Company or an Affiliate and the Participant. If Participant signs this Agreement and Grant Notice electronically, Participant’s electronic signature of this Agreement shall have the same validity and effect as a signature affixed by hand.

2.

Grant of Award.  The Restricted Stock Units granted hereunder pursuant to the Plan shall be subject to the terms and provisions of the Plan, and all capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Plan. For purposes of this Agreement, “Termination” shall mean the termination of the employment or provision of services of the Participant with the Company and all Affiliates thereof (including because of the Participant’s employer ceasing to be an Affiliate of the Company); and “Termination Date” shall mean the date of the Termination. For purposes of this Agreement, Termination will not occur when Participant goes on a military leave, a sick leave or another bona fide leave of absence that was approved by the Company in writing if the terms of the leave provide for continued service crediting, or when continued service crediting is required by applicable laws. Notwithstanding the foregoing, an approved leave of absence for six months or less, which does not in fact exceed six months, will not result in Termination for purposes of this Agreement. However, Termination will occur when approved leave described in this Section 2 ends, unless Participant immediately returns to active work. Except as provided in Section 10 of the Plan, Participant shall not be entitled to receive dividends declared with respect to the number of shares of Common Stock indexed to Restricted Stock Units.  

3.

[Vesting][1].

3.1

Subject to the provisions of the Plan and Section 3.2 of this Agreement, and except as otherwise provided in a written employment agreement between the Company or an Affiliate and the Participant (if any), the Restricted Stock Units shall vest in installments as described in the Grant Notice (each applicable vesting date, a “Vesting Date”), subject to the Participant not experiencing a Termination prior to each applicable Vesting Date.

3.2

[If the Participant experiences a Termination for any reason other than due to death or Disability following the first anniversary of the Date of Grant, but prior to an applicable Vesting Date, as of the Termination Date, the Participant shall forfeit any unvested Restricted Stock Units. If the Participant experiences a Termination due to death or Disability following the first anniversary of the Date of Grant, but prior to an applicable Vesting Date, all then-unvested Restricted Stock Units which could by their terms otherwise become vested during the 90-day period following such Termination will remain outstanding for 90 days (and all other Restricted Stock Units will become forfeited on the date of such Termination). Any such unvested Restricted Stock Units which do not become vested during such 90-day period will be forfeited upon expiration of such 90-day period.][2]

4.

Transfer and Settlement of Restricted Stock Units.  The Restricted Stock Units issued under this Agreement may not be sold, transferred or otherwise disposed of and may not be pledged or otherwise hypothecated (each, a “Transfer”). The applicable portion of this Award (to the extent vested) shall be settled by the Company by the payment in cash of an amount equal to the Fair Market Value of the indexed Common Stock with respect to such vested Restricted Stock Units (less applicable withholdings) as soon as reasonably practical after (but no later than 60 days after) the Delivery Dates, as indicated in the Grant Notice, to the Participant (or if applicable, the beneficiaries of the Participant).  

5.

General.

5.1

Governing Law. This Agreement shall be governed by and construed under the laws of the State of Delaware.

5.2

Community Property. Without prejudice to the actual rights of the spouses as between each other, for all purposes of this Agreement, the Participant shall be treated as agent and attorney-in-fact for that interest held or claimed by his or her spouse with respect to this Award and the parties hereto shall act in all matters as if the Participant was the sole owner of this Award. This appointment is coupled with an interest and is irrevocable.

5.3

No Employment Rights. Nothing contained herein shall be construed as an agreement by the Company or any of its subsidiaries, express or implied, to employ the Participant or contract for the Participant’s services, to restrict the Company’s or such subsidiary’s right to discharge the Participant or cease contracting for the Participant’s services or to modify, extend or otherwise affect in any manner whatsoever the terms of any employment agreement or contract for services which may exist between the Participant and the Company or any Affiliate.

5.4

Application to Other Stock. In the event any capital stock of the Company or any other corporation shall be distributed on, with respect to or in exchange for shares of Common Stock indexed to Restricted Stock Units as a stock dividend, stock split, reclassification, recapitalization or similar transaction in connection with any merger or reorganization or otherwise, all restrictions, rights and obligations set forth in this Agreement shall apply with respect to such other capital stock to the same extent as they are, or would have been applicable, to the shares of Common Stock indexed to Restricted Stock Units on or with respect to which such other capital stock was distributed, and references to “Company” in respect of such distributed stock shall be deemed to refer to the company to which such distributed stock relates.

5.5

No Third-Party Benefits. Except as otherwise expressly provided in this Agreement, none of the provisions of this Agreement shall be for the benefit of, or enforceable by, any third-party beneficiary.

5.6

Successors and Assigns. Except as provided herein to the contrary, this Agreement shall be binding upon and inure to the benefit of the parties, their respective successors and permitted assigns.

5;7

No Assignment. Except as otherwise provided in this Agreement, the Participant may not assign any of his or her rights under this Agreement without the prior written consent of the Company, which consent may be withheld in its sole discretion. The Company shall be permitted to assign its rights or obligations under this Agreement so long as such assignee agrees to perform all of the Company’s obligations hereunder.

5.8

Severability. The validity, legality or enforceability of the remainder of this Agreement shall not be affected even if one or more of the provisions of this Agreement shall be held to be invalid, illegal or unenforceable in any respect.

5.9

Equitable Relief. The Participant acknowledges that, in the event of a threatened or actual breach of any of the provisions of this Agreement, damages alone will be an inadequate remedy, and such breach will cause the Company great, immediate and irreparable injury and damage. Accordingly, the Participant agrees that the Company shall be entitled to injunctive and other equitable relief, and that such relief shall be in addition to, and not in lieu of, any remedies it may have at law or under this Agreement.

5.10

Jurisdiction. Any suit, action or proceeding with respect to this Agreement or any judgment entered into by any court in respect of any thereof, shall be brought in any court of competent jurisdiction in the State of Delaware, and the Company and the Participant hereby submit to the exclusive jurisdiction of such courts for the purpose of any such suit, action, proceeding or judgment. The Participant and the Company hereby irrevocably waive (i) any objections which it may now or hereafter have to the laying of the venue of any suit, action or proceeding arising out of or relating to this Agreement brought in any court of competent jurisdiction in the State of Delaware and (ii) any claim that any such suit, action or proceeding brought in any such court has been brought in any inconvenient forum.

5.11

Taxes. By agreeing to this Agreement, the Participant represents that he or she has reviewed with his or her own tax advisors the federal, state, local and foreign tax consequences of the transactions contemplated by this Agreement and that he or she is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Company shall be entitled to require a cash payment by or on behalf of the Participant and/or to deduct from the amounts payable hereunder or from other compensation payable to the Participant the minimum amount of any sums required by federal, state or local tax law to be withheld (or other such sums that that will not cause adverse accounting consequences for the Company and is permitted under applicable withholding rules promulgated by the Internal Revenue Service or another applicable governmental entity) with respect to the Restricted Stock Unit Award.

5.12

Section 409A Compliance.  The intent of the parties is that payments and benefits under this Agreement comply with Section 409A of Code to the extent subject thereto, and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and be administered to be in compliance therewith.  Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, the Participant shall not be considered to have separated from service with the Company for purposes of this Agreement and no payment shall be due to the Participant under this Agreement on account of a separation from service until the Participant would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code.  Any payments described in this Agreement that are due within the “short-term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise.  Notwithstanding anything to the contrary in this Agreement, to the extent that any amounts are payable upon a separation from service and such payment would result in accelerated taxation and/or tax penalties under Section 409A of the Code, such payment, under this Agreement or any other agreement of the Company, shall be made on the first business day after the date that is six (6) months following such separation from service (or death, if earlier).  The Company makes no representation that any or all of the payments described in this Agreement will be exempt from or comply with Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payment.  If it is determined that the terms of this Agreement have been structured in a manner that would result in adverse tax treatment under Section 409A of the Code, the parties agree to cooperate in taking all reasonable measures to restructure the arrangement to minimize or avoid such adverse tax treatment without materially impairing Participant’s economic rights. The Participant shall be solely responsible for the payment of any taxes and penalties incurred under Section 409A.

5.13

Headings. The section headings in this Agreement are inserted only as a matter of convenience, and in no way define, limit, extend or interpret the scope of this Agreement or of any particular section.

5.14

Number and Gender. Throughout this Agreement, as the context may require, (a) the masculine gender includes the feminine and the neuter gender includes the masculine and the feminine; (b) the singular tense and number includes the plural, and the plural tense and number includes the singular; (c) the past tense includes the present, and the present tense includes the past; (d) references to parties, sections, paragraphs and exhibits mean the parties, sections, paragraphs and exhibits of and to this Agreement; and (e) periods of days, weeks or months mean calendar days, weeks or months.

5.15

Electronic Delivery and Disclosure. The Company may, in its sole discretion, decide to deliver or disclose, as applicable, any documents related to this Award granted under the Plan, future awards that may be granted under the Plan, the prospectus related to the Plan, the Company’s annual reports or proxy statements by electronic means or to request Participant’s consent to participate in the Plan by electronic means, including, but not limited to, the Securities and Exchange Commission’s Electronic Data Gathering, Analysis, and Retrieval system or any successor system (“EDGAR”). Participant hereby consents to receive such documents delivered electronically or to retrieve such documents furnished electronically (including on EDGAR), as applicable, and agrees to participate in the Plan through any online or electronic system established and maintained by the Company or another third party designated by the Company.

5.16

Data Privacy. Participant agrees that all of Participant’s information that is described or referenced in this Agreement and the Plan may be used by the Company, its affiliates and the designated broker and its affiliates to administer and manage Participant’s participation in the Plan.

5.17

Acknowledgments of Participant. Participant has reviewed the Plan and this Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Agreement, fully understands all provisions of the Plan and this Agreement and, by accepting the Grant Notice, acknowledges and agrees to all of the provisions of the Plan (including, without limitation, Section 18 thereof) and this Agreement.

5.18

Complete Agreement. The Grant Notice, this  Agreement, the Plan and applicable provisions (if any) contained in a written employment agreement between the Company or an Affiliate and the Participant constitute the parties’ entire agreement with respect to the subject matter hereof and supersede all agreements, representations, warranties, statements, promises and understandings, whether oral or written, with respect to the subject matter hereof.

5.19

Waiver of Jury Trial. TO THE EXTENT EITHER PARTY INITIATES LITIGATION INVOLVING THIS AGREEMENT OR ANY ASPECT OF THE RELATIONSHIP BETWEEN US (EVEN IF OTHER PARTIES OR OTHER CLAIMS ARE INCLUDED IN SUCH LITIGATION), ALL OF THE PARTIES WAIVE THEIR RIGHT TO A TRIAL BY JURY. THIS WAIVER WILL APPLY TO ALL CAUSES OF ACTION THAT ARE OR MIGHT BE INCLUDED IN SUCH ACTION, INCLUDING CLAIMS RELATED TO THE ENFORCEMENT OR INTERPRETATION OF THIS AGREEMENT, ALLEGATIONS OF STATE OR FEDERAL STATUTORY VIOLATIONS, FRAUD, MISREPRESENTATION, OR SIMILAR CAUSES OF ACTION, AND IN CONNECTION WITH ANY LEGAL ACTION INITIATED FOR THE RECOVERY OF DAMAGES BETWEEN OR AMONG US OR BETWEEN OR AMONG ANY OF OUR OWNERS, AFFILIATES, OFFICERS, EMPLOYEES OR AGENTS.

5.20

Waiver. The Participant acknowledges that a waiver by the Company of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by the Participant.

5.21

Signature in Counterparts. This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

5.22

Amendments and Termination. To the extent permitted by the Plan, this Agreement may be wholly or partially amended, altered or terminated at any time or from time to time by the Board, but no amendment, alteration or termination shall be made that would materially impair the rights of a Participant under this Restricted Stock Unit Award Agreement without such Participant’s consent.