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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
August 12, 2024
Inspirato Incorporated
(Exact name of registrant as specified in its
charter)
| Delaware |
|
001-39791 |
|
85-2426959 |
(State or other jurisdiction
of incorporation or organization) |
|
(Commission
File Number) |
|
(I.R.S. Employer
Identification Number) |
|
1544 Wazee Street
Denver, CO |
|
80202 |
| (Address of principal executive
offices) |
|
(Zip Code) |
(303) 839-5060
(Registrant’s telephone number, including
area code)
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
| ¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading
Symbol(s) |
|
Name of each exchange
on which registered |
| Class A common stock, $0.0001 par value per share |
|
ISPO |
|
The Nasdaq Stock Market LLC |
| Warrants to purchase Class A common stock |
|
ISPOW |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR
§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers. |
On August 12, 2024, the Board of Directors of
Inspirato Inc. (the “Board”) approved the Inspirato Incorporated 2024 Inducement Plan (the “2024 Inducement
Plan”). The terms of the 2024 Inducement Plan are substantially similar to the terms of the Company’s 2021 Equity Incentive
Plan with the exception that incentive stock options may not be issued under the 2024 Inducement Plan and awards under the 2024 Inducement
Plan may only be issued to eligible recipients under the applicable Nasdaq Listing Rules. The 2024 Inducement Plan was adopted by the
Board without stockholder approval pursuant to Rule 5635(c)(4) of the Nasdaq Listing Rules.
The Board has initially reserved 2,000,000 shares
of the Company’s Class A common stock, par value $0.0001, for issuance pursuant to awards granted under the 2024 Inducement Plan.
In accordance with Rule 5635(c)(4) of the Nasdaq Listing Rules, awards under the 2024 Inducement Plan may only be made to eligible recipients
under the applicable Nasdaq Listing Rules.
A complete copy of the 2024 Inducement Plan and
the forms of award agreements to be used thereunder are filed herewith as Exhibit 10.1 and incorporated herein by reference. The above
summary of the 2024 Inducement Plan does not purport to be complete and is qualified in its entirety by reference to such exhibit.
| Item 7.01. | Regulation FD Disclosure. |
On August 16, 2024, the Company issued a press
release reflecting the matters discussed in Item 5.02 of this current report on Form 8-K. The full text of this press release is attached
hereto as Exhibit 99.1 and is incorporated by reference herein.
The information in this Item 7.01 and Exhibit
99.1 attached hereto is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange
Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the
Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference to such filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: August 16, 2024
| |
INSPIRATO INCORPORATED |
| |
|
| |
By: |
/s/ Robert Kaiden |
| |
|
Name: |
Robert Kaiden |
| |
|
Title: |
Chief Financial Officer |
Exhibit 10.1
INSPIRATO INCORPORATED
2024 INDUCEMENT AWARD PLAN
1. Purposes
of the Plan; Award Types.
(a) Purposes
of the Plan. The purposes of this Plan are to attract and retain the best available personnel, to provide for an inducement material
for such persons to enter into employment with the Company Group (within the meaning of Rules 5635(c)(4) of the NASDAQ Listing
Rules), and to promote the success of the Company’s business.
(b) Award
Types. The Plan permits the grant of Nonstatutory Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units,
and Performance Awards.
2. Definitions.
The following definitions are used in this Plan:
(a) “Administrator”
means Administrator as defined in Section 4(a).
(b) “Applicable
Laws” means the legal and regulatory requirements relating to the administration of equity-based awards, including but not limited
to the related issuance of Shares under U.S. federal and state corporate laws, U.S. federal and state securities laws, the Code, any stock
exchange or quotation system on which the Common Stock is listed or quoted and, only to the extent applicable with respect to an Award
or Awards, the tax, securities, exchange control, and other laws of any jurisdictions other than the United States where Awards are, or
will be, granted under the Plan. Reference to a section of an Applicable Law or regulation related to that section shall include such
section or regulation, any valid regulation issued under such section, and any comparable provision of any future legislation or regulation
amending, supplementing or superseding such section or regulation.
(c) “Award”
means, individually or collectively, a grant under the Plan of Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock
Units, or Performance Awards.
(d) “Award
Agreement” means the written or electronic agreement setting forth the terms applicable to an Award granted under the Plan.
The Award Agreement is subject to the terms of the Plan.
(e) “Board”
means the Board of Directors of the Company.
(f) “Change
in Control” means the occurrence of any of the following events:
(i) A
change in the ownership of the Company which occurs on the date that any one person, or more than one person acting as a group (“Person”),
acquires ownership of the stock of the Company that, with the stock held by such Person, constitutes more than 50% of the total voting
power of the stock of the Company; provided, that for this subsection, the acquisition of additional stock by any one Person, who prior
to such acquisition is considered to own more than 50% of the total voting power of the stock of the Company will not be considered a
Change in Control and provided, further, that any change in the ownership of the stock of the Company as a result of a private financing
of the Company that is approved by the Board also will not be considered a Change in Control. Further, if the stockholders of the Company
immediately before such change in ownership continue to retain immediately after the change in ownership, in substantially the same proportions
as their ownership of shares of the Company’s voting stock immediately prior to the change in ownership, direct or indirect beneficial
ownership of 50% or more of the total voting power of the stock of the Company or of the ultimate parent entity of the Company, such event
shall not be considered a Change in Control under this Section 2(f)(i). For this purpose, indirect beneficial ownership shall include,
without limitation, an interest resulting from ownership of the voting securities of one or more corporations or other business entities
which own the Company, as the case may be, either directly or through one or more subsidiary corporations or other business entities;
or
(ii) A
change in the effective control of the Company which occurs on the date a majority of members of the Board is replaced during any 12-month
period by Directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the appointment or
election. For purposes of this Section 2(f)(ii), if any Person is considered to be in effective control of the Company, the acquisition
of additional control of the Company by the same Person will not be considered a Change in Control; or
(iii) A
change in the ownership of a substantial portion of the Company’s assets which occurs on the date that any Person acquires (or has
acquired during the 12-month period ending on the date of the most recent acquisition by such Person or Persons) assets from the Company
that have a total gross fair market value equal to or more than 50% of the total gross fair market value of all of the assets of the Company
immediately prior to such acquisition or acquisitions; provided, that for this Section 2(f)(iii), the following will not constitute
a change in the ownership of a substantial portion of the Company’s assets:
(1) a
transfer to an entity controlled by the Company’s stockholders immediately after the transfer, or
(2) a
transfer of assets by the Company to:
(A) a
stockholder of the Company (immediately before the asset transfer) in exchange for or with respect to the Company’s stock,
(B) an
entity, 50% or more of the total value or voting power of which is owned, directly or indirectly, by the Company,
(C) a
Person, that owns, directly or indirectly, 50% or more of the total value or voting power of all the outstanding stock of the Company,
or
(D) an
entity, at least 50% of the total value or voting power of which is owned, directly or indirectly, by a Person described in Section 2(f)(iii)(2)(A) to
Section 2(f)(iii)(2)(C).
For this definition, gross fair
market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to
any liabilities associated with such assets. For this definition, persons will be acting as a group if they are owners of a corporation
that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company. For the
avoidance of doubt, wholly-owned subsidiaries of the Company shall not be considered “Persons” for purposes of this Section 2(f).
(iv) A
transaction will not be a Change in Control:
(1) unless
the transaction qualifies as a change in control event within the meaning of Code Section 409A; or
(2) if
its primary purpose is to (1) change the jurisdiction of the Company’s incorporation, or (2) create a holding company
owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction.
(g) “Code”
means the U.S. Internal Revenue Code of 1986, as amended. Reference to a section of the Code or regulation related to that section shall
include such section or regulation, any valid regulation issued or other official applicable guidance of general or direct applicability
promulgated under such section or regulation, and any comparable provision of any future legislation, regulation or official guidance
of general or direct applicability amending, supplementing or superseding such section or regulation.
(h) “Committee"
means a committee of Directors or of other individuals satisfying Applicable Laws appointed by the Board.
(i) “Common
Stock” means the Class A common stock of the Company.
(j) “Company”
means Inspirato Incorporated, a Delaware corporation, or any of its successors.
(k) “Company
Group” means the Company, any Parent or Subsidiary, and any entity that, from time to time and at the time of any determination,
directly or indirectly, is in control of, is controlled by or is under common control with the Company; provided, however, that an entity
shall only be deemed to be a member of the Company Group if Awards to prospective employees of such entity could be treated as inducement
grants under Rule 5635(c)(4) of the NASDAQ Listing Rules.
(l) “Consultant”
means any natural person engaged by a member of the Company Group to render bona fide services to such entity, provided the services (i) are
not in connection with the offer or sale of securities in a capital raising transaction, and (ii) do not directly promote or maintain
a market for the Company’s securities. A Consultant must be a person to whom the issuance of Shares registered on Form S-8
under the Securities Act is permitted.
(m) “Director”
means a member of the Board.
(n) “Disability”
means total and permanent disability as defined in Section 22(e)(3) of the Code, provided that the Administrator in its discretion
may determine whether a permanent and total disability exists in accordance with uniform and non-discriminatory standards adopted by the
Administrator from time to time.
(o) “Effective
Date” means the date on which this Plan is approved by the Company’s Board.
(p) “Employee”
means any person, including Officers and Directors, providing services as an employee to the Company or any member of the Company Group.
Neither service as a Director nor payment of a director’s fee by the Company will constitute “employment” by the Company.
However, for the avoidance of doubt, although a person who is an employee of the Company or of any of its subsidiaries also may be a Director,
a person who already is serving as a Director prior to becoming an Employee will not be eligible to be granted an Award under the Plan
unless permitted under the Listing Rule 5635(c)(4). The Company will determine in good faith and in the exercise of its discretion
whether an individual has become or has ceased to be an Employee and the effective date of such individual’s employment or termination
of employment, as the case may be. For purposes of an individual’s rights, if any, under the Plan as of the time of the Company’s
determination, all such determinations by the Company shall be final, binding and conclusive, notwithstanding that the Company or any
court of law or governmental agency subsequently makes a contrary determination.
(q) “Exchange
Act” means the U.S. Securities Exchange Act of 1934.
(r) “Exchange
Program” means a program under which (i) outstanding Awards are surrendered or cancelled in exchange for awards of the
same type (which may have higher or lower Exercise Prices and different terms), awards of a different type, and/or cash, (ii) Participants
would have the opportunity to transfer any outstanding Awards to a financial institution or other person or entity selected by the Administrator,
and/or (iii) the Exercise Price of an outstanding Award is increased or reduced. The Administrator will determine the terms and conditions
of any Exchange Program in its sole discretion; provided, that any Exchange Program shall be permitted only if consistent with the inducement
award provisions of Rule 5635(c)(4) of the NASDAQ Listing Rules.
(s) “Exercise
Price” means the price payable per share to exercise an Award.
(t) “Expiration
Date” means the last possible day on which an Option or Stock Appreciation Right may be exercised. Any exercise must be completed
before midnight U.S. Pacific Time between the Expiration Date and the following date; provided, however, that any broker-assisted cashless
exercise of an Option granted hereunder must be completed by the close of market trading on the Expiration Date.
(u) “Fair
Market Value” means, as of any date, the value of a Share, determined as follows:
(i) If
the Common Stock is listed on any established stock exchange or a national market system, including without limitation the New York Stock
Exchange, the NASDAQ Global Select Market, the NASDAQ Global Market or the NASDAQ Capital Market of The NASDAQ Stock Market, the Fair
Market Value will be the closing sales price for a Share (or the closing bid, if no sales were reported) as quoted on such exchange or
system on the day of determination, as reported by such source as the Administrator determines to be reliable. If the determination date
for the Fair Market Value occurs on a non-Trading Day (i.e., a weekend or holiday), the Fair Market Value will be such price on the immediately
preceding Trading Day, unless otherwise determined by the Administrator;
(ii) If
the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, the Fair Market Value of a
Share will be the mean between the high bid and low asked prices for the Common Stock on the day of determination (or, if no bids and
asks were reported on that date on the last Trading Day such bids and asks were reported), as reported by such source as the Administrator
determines to be reliable;
(iii) Absent
an established market for the Common Stock, the Fair Market Value will be determined in good faith by the Administrator.
Notwithstanding the foregoing,
if the determination date for the Fair Market Value occurs on a weekend, holiday or other day other than a Trading Day, the Fair Market
Value will be the price as determined under subsections (u)(i) or (u)(ii) above on the immediately preceding Trading Day, unless
otherwise determined by the Administrator. In addition, for purposes of determining the fair market value of shares for any reason other
than the determination of the Exercise Price of Options or Stock Appreciation Rights, fair market value will be determined by the Administrator
in a manner compliant with Applicable Laws and applied consistently for such purpose. Note that the determination of fair market value
for purposes of tax withholding may be made in the Administrator’s sole discretion subject to Applicable Laws and is not required
to be consistent with the determination of Fair Market Value for other purposes.
(v) “Fiscal
Year” means a fiscal year of the Company.
(w) “Grant
Date” means Grant Date as defined in Section 4(c).
(x) “Nonstatutory
Stock Option” means an Option that by its terms does not qualify or is not intended to qualify as an incentive stock option
within the meaning of Code Section 422.
(y) “Officer”
means a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act.
(z) “Option”
means a right to acquire Shares granted under Section 6.
(aa) “Outside
Director” means a Director who is not an Employee.
(bb) “Parent”
means a “parent corporation,” whether now or hereafter existing, as defined in Code Section 424(e).
(cc) “Participant”
means the holder of an outstanding Award.
(dd) “Performance
Awards” means an Award which may be earned in whole or in part upon attainment of performance goals or other vesting criteria
as the Administrator may determine and which may be cash- or stock-denominated and may be settled for cash, Shares or other securities
or a combination of the foregoing under Section 10.
(ee) “Performance
Period” means Performance Period as defined in Section 10(a)
(ff) “Period
of Restriction” means the period during which the transfer of Shares of Restricted Stock is subject to restrictions and therefore,
the Shares are subject to a substantial risk of forfeiture. Such restrictions may be based on the passage of time, the achievement of
target levels of performance, or the occurrence of other events as determined by the Administrator.
(gg) “Plan”
means this 2024 Inducement Award Plan.
(hh) “Restricted
Stock” means Shares issued under an Award granted under Section 8 or issued as a result of the early exercise of an Option.
(ii) “Restricted
Stock Unit” means a bookkeeping entry representing an amount equal to the Fair Market Value, granted under Section 9. Each
Restricted Stock Unit represents an unfunded and unsecured obligation of the Company.
(jj) “Securities
Act” means U.S. Securities Act of 1933.
(kk) “Service
Provider” means an Employee, Director or Consultant.
(ll) “Share”
means a share of the Common Stock as adjusted in accordance with Section 13 of the Plan.
(mm) “Stock
Appreciation Right” means an Award granted under Section 7.
(nn) “Subsidiary”
means a “subsidiary corporation” as defined in Code Section 424(f), in relation to the Company.
(oo) “Tax
Withholdings” means tax, social insurance and social security liability or premium obligations in connection with the Awards,
including, without limitation, (i) all federal, state, and local income, employment and any other taxes (including the Participant’s
U.S. Federal Insurance Contributions Act (FICA) obligation) that are required to be withheld by the Company or a member of the Company
Group, (ii) the Participant’s and, to the extent required by the Company, the fringe benefit tax liability of the Company or
a member of the Company Group, if any, associated with the grant, vesting, or exercise of an Award or sale of Shares issued under the
Award, and (iii) any other taxes or social insurance or social security liabilities or premium the responsibility for which the Participant
has, or has agreed to bear, with respect to such Award, the Shares subject to, or other amounts or property payable under, an Award, or
otherwise associated with or related to participation in the Plan and with respect to which the Company or the applicable member of the
Company Group has either agreed to withhold or has an obligation to withhold.
(pp) “Trading
Day” means a day on which the primary stock exchange or national market system (or other trading platform, as applicable) on
which the Common Stock trades is open for trading.
(qq) “Transaction”
means Transaction as defined in Section 14(a).
3. Shares
Subject to the Plan.
(a) Allocation
of Shares to Plan. The maximum aggregate number of Shares that may be issued under the Plan is 2,000,000 (two million) Shares, plus
any additional Shares that become available for issuance under the Plan under Section 3(c). The Shares may be authorized but unissued
Common Stock or Common Stock issued and then reacquired by the Company.
(b) Reserved.
(c) Share
Reserve Return.
(i) Options
and Stock Appreciation Rights. If an Option or Stock Appreciation Right expires or becomes unexercisable without having been exercised
in full or is surrendered under an Exchange Program, the unissued Shares subject to the Option or Stock Appreciation Right will become
available for future issuance under the Plan.
(ii) Stock
Appreciation Rights. Only Shares actually issued pursuant to a Stock Appreciation Right (i.e., the net Shares issued) will cease to
be available under the Plan; all remaining Shares originally subject to the Stock Appreciation Right will remain available for future
issuance under the Plan.
(iii) Full-Value
Awards. Shares issued pursuant to Awards of Restricted Stock, Restricted Stock Units, or stock-settled Performance Awards that are
reacquired by the Company due to failure to vest or are forfeited to the Company will become available for future issuance under the Plan.
(iv) Withheld
Shares. Shares used to pay the Exercise Price of an Award or to satisfy Tax Withholdings related to an Award will become available
for future issuance under the Plan.
(v) Cash-Settled
Awards. If any portion of an Award under the Plan is paid to a Participant in cash rather than Shares, that cash payment will not
reduce the number of Shares available for issuance under the Plan.
(d) Reserved.
(e) Adjustment.
The share reserve in Section 3(a) will be adjusted as a result of changes in capitalization and any other adjustments under
Section 13.
(f) Substitute
Awards. If the Administrator grants Awards in substitution for equity compensation awards outstanding under a plan maintained by an
entity acquired by or that becomes a part of any member of the Company Group, the grant of those substitute Awards will not decrease the
number of Shares available for issuance under the Plan. In no event may the Administrator grant substitute Awards unless such Awards would
be treated as “inducement awards” pursuant to Rule 5635(c)(4) of the NASDAQ Listing Standards.
(g) Share
Reserve. The Company, during the term of this Plan, will at all times reserve and keep available such number of Shares as will be
sufficient to satisfy the requirements of the Plan.
4. Administration
of the Plan.
(a) Procedure.
The Plan will be administered by the Board or a Committee designated by the Board that is constituted in a manner designed to comply with
all Applicable Laws (the “Administrator”). Different Administrators may administer the Plan with respect to different
groups of Participants. The Board may retain the authority to concurrently administer the Plan with a Committee and may revoke the delegation
of some or all authority previously delegated. Notwithstanding the foregoing or anything in the Plan to the contrary, the grant of Awards
will be approved by the Company’s independent compensation committee or a majority of the Company’s independent directors
(as defined in Rule 5605(a)(2) of the NASDAQ Listing Rules) in order to comply with the exception from the stockholder approval
requirement for “inducement grants” provided under Rule 5635(c)(4) of the NASDAQ Listing Rules.
(b) Powers
of the Administrator. Subject to the terms of the Plan, any limitations on delegations specified by the Board, and any requirements
imposed by Applicable Laws, the Administrator will have the authority, in its sole discretion, to make any determinations and perform
any actions deemed necessary or advisable to administer the Plan including:
(i) to
determine the Fair Market Value;
(ii) to
approve forms of Award Agreements for use under the Plan;
(iii) to
select the individuals to whom Awards may be granted and grant Awards to such individuals; provided that Awards may only be granted to
individuals who satisfy the standards for inducement grants under Rule 5635(c)(4) of the NASDAQ Listing Rules;
(iv) to
determine the number of Shares to be covered by each Award granted;
(v) to
determine the terms and conditions, consistent with the Plan, of any Award granted. Such terms and conditions may include, but are not
limited to, the Exercise Price, the time(s) when Awards may be exercised (which may be based on performance criteria), any vesting
acceleration or waiver of forfeiture restrictions, and any restriction or limitation regarding any Award or the Shares relating to an
Award;
(vi) to
institute and determine the terms and conditions of an Exchange Program;
(vii) to
construe interpret the Plan and make any decisions necessary to administer the Plan, including but not limited to determining whether
and when a Change in Control has occurred;
(viii) to
establish, amend and rescind rules and regulations and adopt sub-plans relating to the Plan, including rules, regulations and sub-plans
for the purposes of facilitating compliance with applicable non-U.S. laws, easing the administration of the Plan and/or obtaining tax-favorable
treatment for Awards granted to Participants located outside the U.S., in each case as the Administrator may deem necessary or advisable;
(ix) to
interpret, modify or amend each Award (subject to Section 19), including extending the Expiration Date and the post-termination exercisability
period of such modified or amended Awards;
(x) to
allow Participants to satisfy tax withholding obligations in any manner permitted by Section 16;
(xi) to
delegate ministerial duties to any of the Company’s employees;
(xii) to
authorize any person to take any steps and execute, on behalf of the Company, any documents required for an Award previously granted by
the Administrator to be effective;
(xiii) to
temporarily suspend the exercisability of an Award if the Administrator deems such suspension to be necessary or appropriate for administrative
purposes, provided that, unless prohibited by Applicable Laws, such suspension shall be lifted in all cases not less than 10 Trading Days
before the last date that the Award may be exercised;
(xiv) to
allow Participants to defer the receipt of the payment of cash or the delivery of Shares otherwise due to any such Participants under
an Award; and
(xv) to
make any determinations necessary or appropriate under Section 13.
Notwithstanding
anything to the contrary in the foregoing, the Administrator shall not take any action which would cause the Plan, or any Awards granted
hereunder, to fail or cease to comply with the inducement award exception set forth in Rule 5635(c)(4) of the NASDAQ
Listing Rules.
(c) Grant
Date. The grant date of an Award (“Grant Date”) will be the date that the Administrator makes the determination
granting such Award or may be a later date if such later date is designated by the Administrator on the date of the determination or under
an automatic grant policy. Notice of the determination will be provided to each Participant within a reasonable time after the Grant Date.
(d) Waiver.
The Administrator may waive any terms, conditions or restrictions.
(e) Fractional
Shares. Except as otherwise provided by the Administrator, any fractional Shares that result from the adjustment of Awards will be
canceled. Any fractional Shares that result from vesting percentages will be accumulated and vested on the date that an accumulated full
Share is vested.
(f) Electronic
Delivery. The Company may deliver by e-mail or other electronic means (including posting on a website maintained by the Company or
by a third party under contract with the Company or another member of the Company Group) all documents relating to the Plan or any Award
and all other documents that the Company is required to deliver to its security holders (including prospectuses, annual reports and proxy
statements).
(g) Choice
of Law; Choice of Forum. The Plan, all Awards and all determinations made and actions taken under the Plan, to the extent not otherwise
governed by the laws of the United States, will be governed by the laws of the State of Delaware without giving effect to principles of
conflicts of law. For purposes of litigating any dispute that arises under this Plan, a Participant’s acceptance of an Award is
his or her consent to the jurisdiction of the State of Delaware, and agreement that any such litigation will be conducted in Delaware
Court of Chancery, or the federal courts for the United States for the District of Delaware, and no other courts, regardless of where
a Participant’s services are performed.
(h) Effect
of Administrator’s Decision. The Administrator’s decisions, determinations and interpretations will be final and binding
on all Participants and any other holders of Awards.
5. Eligibility.
Awards may be granted to individuals who become Employees of the Company Group and who satisfy the standards for inducement grants under
Rule 5635(c)(4) of the NASDAQ Listing Rules, and such Awards may be issued solely as an inducement material to the individual’s
entering into employment with the Company Group. A person who previously served as an Employee or Director will not be eligible to receive
Awards under the Plan, other than following a bona fide period of non-employment. Subject to the foregoing, Awards may be granted to such
individuals who are residing in non-U.S. jurisdictions as the Administrator may determine from time to time. For clarity, Awards may not
be granted to (1) Consultants or Directors for service in such capacity, or (2) any individual who was previously an Employee
or Director, other than following a bona fide period of non-employment. All Awards must be granted either by a majority of the Company’s
independent directors or by the Company’s compensation committee comprised of independent directors within the meaning of Rule 5605(a)(2) of
the NASDAQ Listing Rules.
6. Stock
Options.
(a) Stock
Option Award Agreement. Each Option will be evidenced by an Award Agreement that will specify the number of Shares subject to the
Option, per share Exercise Price, its Expiration Date, and such other terms and conditions as the Administrator determines. Each Option
will be designated in the Award Agreement as a Nonstatutory Stock Option.
(b) Exercise
Price. The Exercise Price for the Shares to be issued upon exercise of an Option will be determined by the Administrator and stated
in the Award Agreement, subject to the following:
(i) The
Exercise Price for the Shares to be issued will be no less than 100% of the Fair Market Value per Share on the date of grant.
(ii) Notwithstanding
the foregoing, Options may be granted with an Exercise Price of less than 100% of the Fair Market Value per Share on the date of grant
(i) pursuant to a transaction described in, and in a manner consistent with, Section 424(a) of the Code or (ii) to
a Participant that is not a U.S. taxpayer.
(c) Form of
Consideration. The Administrator will determine the acceptable form(s) of consideration for exercising an Option. Unless the
Administrator determines otherwise, the consideration may consist of any one or more or combination of the following, to the extent permitted
by Applicable Laws:
(i) cash;
(ii) check
or wire transfer;
(iii) promissory
note, if and to the extent approved by the Company;
(iv) other
Shares that have a fair market value on the date of surrender equal to the aggregate Exercise Price of the Shares as to which such Option
will be exercised. To the extent not prohibited by the Administrator, this shall include the ability to tender Shares to exercise the
Option and then use the Shares received on exercise to exercise the Option with respect to additional Shares;
(v) consideration
received by the Company under a cashless exercise arrangement (whether through a broker or otherwise) implemented by the Company for the
exercise of Options that has been approved by the Administrator, if and to the extent permitted by the Company with respect to a particular
Award;
(vi) consideration
received by the Company under a net exercise program under which Shares are withheld from otherwise deliverable Shares that has been approved
by the Administrator, if and to the extent permitted by the Company with respect to a particular Award; and
(vii) any
other consideration or method of payment to issue Shares (provided that other forms of considerations may only be approved by the Administrator).
The Administrator has the power to remove or limit
any of the above forms of consideration for exercising an Option, except for the payment of cash, at any time in its sole discretion.
(d) Term
of Option. The term of each Option will be determined by the Administrator and stated in the Award Agreement, provided that in no
event may the term of the Option exceed 10 years from the date such Option is granted.
(e) Reserved.
(f) Exercise
of Option. An Option is exercised when the Company receives: (i) a notice of exercise (in such form as the Administrator may
specify from time to time) from the person entitled to exercise the Option and (ii) full payment for the Shares with respect to which
the Option is exercised (together with applicable Tax Withholdings).
Shares issued upon exercise
of an Option will be issued in the name of the Participant.
Until the Shares are issued
(as evidenced by the entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive
dividends or any other rights as a stockholder will exist with respect to the Shares subject to an Option, despite the exercise of the
Option. The Company will issue (or cause to be issued) such Shares promptly after the Option is exercised. An Option may not be exercised
for a fraction of a Share. Exercising an Option in any manner will decrease the number of Shares thereafter available, both for purposes
of the Plan (except as provided in Section 3(c)) and for purchase under the Option, by the number of Shares as to which the Option
is exercised.
(i) Termination
of Relationship as a Service Provider. If a Participant ceases to be a Service Provider, other than upon such cessation as the result
of the Participant’s death or Disability, the Participant may exercise his or her Option within 30 days of such cessation, or such
longer period of time as is specified in the Award Agreement (but in no event later than the expiration of the term of such Option as
set forth in the Award Agreement or Section 6(d), as applicable) to the extent that the Option is vested on the date of cessation.
Unless otherwise provided by the Administrator or set forth in the Award Agreement or other written agreement authorized by the Administrator
between the Participant and the Company or any of its Subsidiaries or Parents, as applicable, if on the date of such cessation the Participant
is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option will revert to the Plan immediately.
If after such cessation the Participant does not exercise his or her Option within the time specified by the Administrator, the Option
will terminate, and the Shares covered by such Option will revert to the Plan.
(ii) Disability
of Participant. If a Participant ceases to be a Service Provider as a result of the Participant’s Disability, the Participant
may exercise his or her Option within 6 months of cessation, or such longer period of time as is specified in the Award Agreement (but
in no event later than the expiration of the term of such Option as set forth in the Award Agreement or Section 6(d), as applicable)
to the extent the Option is vested on the date of cessation. Unless otherwise provided by the Administrator or set forth in the Award
Agreement or other written agreement authorized by the Administrator between the Participant and the Company or any of its Subsidiaries
or Parents, as applicable, if on the date of cessation the Participant is not vested as to his or her entire Option, the Shares covered
by the unvested portion of the Option will revert to the Plan immediately. If after such cessation the Participant does not exercise his
or her Option within the time specified herein, the Option will terminate, and the Shares covered by such Option will revert to the Plan.
(iii) Death
of Participant. If a Participant dies while a Service Provider, the Option may be exercised within 6 months following the Participant’s
death, or within such longer period of time as is specified in the Award Agreement (but in no event later than the expiration of the term
of such Option as set forth in the Award Agreement or Section 6(d), as applicable) to the extent that the Option is vested on the
date of death, by the Participant’s designated beneficiary, provided the Administrator has permitted the designation of a beneficiary
and provided such beneficiary has been designated prior to the Participant’s death in a form (if any) acceptable to the Administrator.
If the Administrator has not permitted the designation of the beneficiary or if no such beneficiary has been designated by the Participant,
then such Option may be exercised by the personal representative of the Participant’s estate or by the person(s) to whom the
Option is transferred pursuant to the Participant’s will or in accordance with the laws of descent and distribution. If the Option
is exercised pursuant to this Section 6(e)(iii), Participant’s designated beneficiary or personal representative shall be subject
to the terms of this Plan and the Award Agreement, including but not limited to the restrictions on transferability and forfeitability
applicable to the Service Provider. Unless otherwise provided by the Administrator or set forth in the Award Agreement or other written
agreement authorized by the Administrator between the Participant and the Company or any of its Subsidiaries or Parents, as applicable,
if at the time of death Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option
will revert to the Plan immediately. If the Option is not so exercised within the time specified herein, the Option will terminate, and
the Shares covered by such Option will revert to the Plan.
(g) Expiration
of Options. Subject to Section 6(d), an Option’s Expiration Date will be set forth in the Award Agreement. An Option may
expire before its expiration date under the Plan (including pursuant to Sections 6(f), 13, 14, or 17(d)) or under the Award Agreement.
(h) Tolling
of Expiration. If exercising an Option prior to its expiration is not permitted because of Applicable Laws, other than the rules of
any stock exchange or quotation system on which the Common Stock is listed or quoted, the Option will remain exercisable until 30 days
after the first date on which exercise no longer would be prevented by such provisions; provided, however, that this tolling of expiration
shall not apply if and to the extent the holder of such Option is a United States taxpayer and the tolling would result in a violation
of Section 409A such that the Option would be subject to additional taxation or interest under Section 409A. If this would result
in the Option remaining exercisable past its Expiration Date, then unless earlier terminated pursuant to Section 14, the Option will
remain exercisable only until the end of the later of (x) the first day on which its exercise would not be prevented by Section 20(a) and
(y) its Expiration Date.
7. Stock
Appreciation Rights.
(a) Stock
Appreciation Right Award Agreement. Each Stock Appreciation Right grant will be evidenced by an Award Agreement that will specify
the number of Shares subject to the Stock Appreciation Right, its per share Exercise Price, its Expiration Date, and such other terms
and conditions as the Administrator determines.
(b) Exercise
Price. The Exercise Price of a Stock Appreciation Right will be determined by the Administrator, provided that in the case of a Stock
Appreciation Right granted to a U.S. taxpayer, the Exercise Price will be no less than 100% of the Fair Market Value of a Share on the
date of grant.
(c) Payment
of Stock Appreciation Right Amount. Payment upon Stock Appreciation Right exercise may be made in cash, in Shares (which, on the date
of exercise, have an aggregate fair market value equal to the amount of payment to be made under the Award), or any combination of cash
and Shares, with the determination of form of payment made by the Administrator. When a Participant exercises a Stock Appreciation Right,
he or she will be entitled to receive a payment from the Company equal to:
(i) the
excess, if any, between the fair market value on the date of exercise over the Exercise Price multiplied by
(ii) the
number of Shares with respect to which the Stock Appreciation Right is exercised.
(d) Exercise
of Stock Appreciation Right. A Stock Appreciation Right is exercised when the Company receives a notice of exercise (in such form
as the Administrator may specify from time to time) from the person entitled to exercise the Stock Appreciation Right. Shares issued upon
exercise of a Stock Appreciation Right will be issued in the name of the Participant. Until the Shares are issued (as evidenced by the
entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any
other rights as a stockholder will exist with respect to the Shares subject to a Stock Appreciation Right, despite the exercise of the
Stock Appreciation Right. The Company will issue (or cause to be issued) such Shares promptly after the Stock Appreciation Right is exercised.
A Stock Appreciation Right may not be exercised for a fraction of a Share. Exercising a Stock Appreciation Right in any manner will decrease
(x) the number of Shares thereafter available under the Stock Appreciation Right by the number of Shares as to which the Stock Appreciation
Right is exercised and (y) the number of Shares thereafter available under the Plan by the number of Shares issued upon such exercise.
(e) Expiration
of Stock Appreciation Rights. A Stock Appreciation Right’s Expiration Date will be set forth in the Award Agreement. A Stock
Appreciation Right may expire before its expiration date under the Plan (including pursuant to Sections 13, 14, or 17(d)) or under the
Award Agreement. Notwithstanding the foregoing, the rules of Section 6(d) relating to the maximum term and Section 6(f) relating
to exercise also will apply to Stock Appreciation Rights.
(f) Tolling
of Expiration. If exercising a Stock Appreciation Right prior to its expiration is not permitted because of Applicable Laws, other
than the rules of any stock exchange or quotation system on which the Common Stock is listed or quoted, the Stock Appreciation Right
will remain exercisable until 30 days after the first date on which exercise no longer would be prevented by such provisions; provided,
however, that this tolling of expiration shall not apply if and to the extent the holder of such Stock Appreciation Right is a United
States taxpayer and the tolling would result in a violation of Section 409A such that the Stock Appreciation Right would be subject
to additional taxation or interest under Section 409A. If this would result in the Stock Appreciation Right remaining exercisable
past its Expiration Date, then unless earlier terminated pursuant to Section 14, the Stock Appreciation Right will remain exercisable
only until the end of the later of (x) the first day on which its exercise would not be prevented by Section 20(a) and
(y) its Expiration Date.
8. Restricted
Stock.
(a) Restricted
Stock Award Agreement . Each Award of Restricted Stock will be evidenced by an Award Agreement that will specify the number of Shares
subject to the Award of Restricted Stock and such other terms and conditions as the Administrator determines. For the avoidance of doubt,
Restricted Stock may be granted without any Period of Restriction (e.g., fully vested stock bonuses). Unless the Administrator determines
otherwise, Shares of Restricted Stock will be held in escrow while unvested.
(b) Restrictions.
(i) Except
as provided in this Section 8(b) or the Award Agreement, while unvested, Shares of Restricted Stock may not be sold, transferred,
pledged, assigned, or otherwise alienated.
(ii) While
unvested, Service Providers holding Shares of Restricted Stock may exercise full voting rights with respect to those Shares, unless the
Administrator determines otherwise.
(iii) Service
Providers holding a Share covered by an Award of Restricted Stock will not be entitled to receive dividends and other distributions paid
with respect to such Shares while such Shares are unvested, unless the Administrator provides otherwise. If the Administrator provides
that dividends and distributions will be received and any such dividends or distributions are paid in cash they will be subject to the
same provisions regarding forfeitability as the Shares with respect to which they were paid and if such dividend or distributions are
paid in Shares, the Shares will be subject to the same restrictions on transferability and forfeitability as the Shares with respect to
which they were paid and, unless the Administrator determines otherwise, the Company will hold such dividends until the restrictions on
the Shares with respect to which they were paid have lapsed.
(iv) Except
as otherwise provided in this Section 8(b) or an Award Agreement, Shares covered by each Award of Restricted Stock made under
the Plan will be released from escrow when practicable after the last day of the applicable Period of Restriction.
(v) The
Administrator may impose (prior to grant) or remove (at any time) any restrictions on Shares covered by an Award of Restricted Stock.
9. Restricted
Stock Units.
(a) Restricted
Stock Unit Award Agreement. Each Award of Restricted Stock Units will be evidenced by an Award Agreement that will specify the number
of Restricted Stock Units subject to the Award of Restricted Stock Units and such other terms and conditions as the Administrator determines.
(b) Vesting
Criteria and Other Terms. The Administrator will set vesting criteria, if any, that, depending on the extent to which the criteria
are met, will determine the number of Restricted Stock Units paid out to the Participant. The Administrator may set vesting criteria based
upon the achievement of Company-wide, divisional, business unit, or individual goals (that may include continued employment or service)
or any other basis determined by the Administrator in its sole discretion.
(c) Earning
Restricted Stock Units. Upon meeting any applicable vesting criteria, the Participant will have earned the Restricted Stock Units
and will be paid as determined in Section 9(d). The Administrator may reduce or waive any criteria that must be met to earn the Restricted
Stock Units.
(d) Form and
Timing of Payment. Payment of earned Restricted Stock Units will be made at the time(s) set forth in the Award Agreement and
determined by the Administrator. Unless otherwise provided in the Award Agreement, the Administrator may settle earned Restricted Stock
Units in cash, Shares, or a combination of both.
10. Performance
Awards.
(a) Award
Agreement. Each Performance Award will be evidenced by an Award Agreement that will specify the specify any time period during which
any performance objectives or other vesting provisions, if any, will be measured (“Performance Period”), and such other
terms and conditions as the Administrator determines.
(b) Objectives
or Vesting Provisions and Other Terms. The Administrator will set objectives or vesting provisions that, depending on the extent to
which the objectives or vesting provisions are met, will determine the value of the payout for the Performance Awards. The Administrator
may set vesting criteria based upon the achievement of Company-wide, divisional, business unit, or individual goals (that may include
continued employment or service) or any other basis determined by the Administrator in its sole discretion.
(c) Form and
Timing of Payment. Payment of earned Performance Awards will be made at the time(s) specified in the Award Agreement. Payment
with respect to earned Performance Awards will be made in cash, in Shares of equivalent value, or any combination of cash and Shares,
with the determination of form of payment made by the Administrator at the time of payment or, in the discretion of the Administrator,
at the time of grant.
(d) Value
of Performance Awards. Each Performance Award’s threshold, target, and maximum payout values will be established by the Administrator
on or before the Grant Date.
(e) Earning
Performance Awards. After an applicable Performance Period has ended, the holder of a Performance Award will be entitled to receive
a payout for the Performance Award earned by the Participant over the Performance Period. The Administrator may reduce or waive any performance
objectives or other vesting provisions for such Performance Award.
11. Leaves
of Absence/Reduced or Part-time Work Schedule/Transfer Between Locations/Change of Status.
(a) Leaves
of Absence/Reduced or Part-time Work Schedule/Transfer Between Locations. Unless the Administrator provides otherwise or as otherwise
required by Applicable Laws, vesting of Awards granted hereunder will be adjusted or suspended during any unpaid leave of absence in accordance
with the Company’s leave of absence policy in effect at the time of such leave. A Participant will not cease to be an Employee in
the case of (i) any leave of absence approved by the Company or (ii) transfers between locations of the Company or within the
Company Group. In addition, unless the Administrator provides otherwise or as otherwise required by Applicable Laws, if, after the date
of grant of a Participant’s Award, the Participant commences working on a part-time or reduced work schedule basis, the vesting
of such Award will be adjusted in accordance with the Company’s reduced work schedule/ part-time policy then in effect. Adjustments
or suspensions of vesting pursuant to this Section shall be accomplished in a manner that is intended to be exempt from or comply
with the requirements of Code Section 409A and the regulations and guidance thereunder.
(b) Employment
Status. A Participant will not cease to be a Service Provider in the case of (i) any leave of absence approved by the Company
or (ii) transfers between locations of the Company (or member of the Company Group) or between the Company or any member of the Company
Group.
12. Transferability
of Awards. Unless determined otherwise by the Administrator, or otherwise required by Applicable Laws, an Award may not be sold, pledged,
assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may
be exercised, during the lifetime of the Participant, only by the Participant. If the Administrator makes an Award transferable, the Award
will be limited by any additional terms and conditions imposed by the Administrator. Any unauthorized transfer of an Award will be void.
13. Adjustments;
Dissolution or Liquidation.
(a) Adjustments.
If any extraordinary dividend or other extraordinary distribution (whether in cash, Shares, other securities, or other property), recapitalization,
stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, reclassification, repurchase,
or exchange of Shares or other securities of the Company, other change in the corporate structure of the Company affecting the Shares,
or any similar equity restructuring transaction, as that term is used in Statement of Financial Accounting Standards Board Accounting
Standards Codification Topic 718 (or any of its successors) affecting the Shares occurs (including a Change in Control), the Administrator,
to prevent diminution or enlargement of the benefits or potential benefits intended to be provided under the Plan, will adjust the number
and class of shares that may be delivered under the Plan and/or the number, class, and price of shares covered by each outstanding Award,
and the numerical Share limits in Section 3. Notwithstanding the foregoing, the conversion of any convertible securities of the Company
and ordinary course repurchases of Shares or other securities of the Company will not be treated as an event that will require adjustment.
(b) Dissolution
or Liquidation. In the event of the proposed dissolution or liquidation of the Company, the Administrator will notify each Participant,
at such time prior to the effective date of such proposed transaction as the Administrator determines. To the extent it has not been previously
exercised, an Award will terminate immediately prior to the consummation of such proposed action.
14. Change
in Control or Merger.
(a) Administrator
Discretion. If a Change in Control or a merger of the Company with or into another entity occurs (each, a “Transaction”),
each outstanding Award will be treated as the Administrator determines (subject to the provisions of this Section), without a Participant’s
consent, including that such Award be continued by the successor corporation or a Parent or Subsidiary of the successor corporation (or
an affiliate thereof) or that the vesting of any such Awards may accelerate automatically upon consummation of a Transaction.
(b) Identical
Treatment Not Required. The Administrator need not take the same action or actions with respect to all Awards or portions thereof
or with respect to all Participants. The Administrator may take different actions with respect to the vested and unvested portions of
an Award. The Administrator will not be required to treat all Awards similarly in the Transaction.
(c) Continuation.
An Award will be considered continued if, following the Change in Control or merger:
(i) the
Award confers the right to purchase or receive, for each Share subject to the Award immediately prior to the Transaction, the consideration
(whether stock, cash, or other securities or property) received in the Transaction by holders of Shares for each Share held on the effective
date of the Transaction (and if holders were offered a choice of consideration, the type of consideration received by the holders of a
majority of the outstanding Shares) and the Award otherwise is continued in accordance with its terms (including vesting criteria), subject
to Section 14(c)(iii) below and Section 13(a); provided that if the consideration received in the Transaction is not solely
common stock of the successor corporation or its Parent, the Administrator may, with the consent of the successor corporation, provide
for the consideration to be received upon exercising an Option or Stock Appreciation Right or upon the payout of a Restricted Stock Unit,
or Performance Award, for each Share subject to such Award, to be solely common stock of the successor corporation or its Parent equal
in fair market value to the per share consideration received by holders of Common Stock in the Transaction; or
(ii) the
Award is terminated in exchange for an amount of cash and/or property, if any, equal to the amount that would have been attained upon
the exercise of such Award or realization of the Participant’ rights as of the date of the occurrence of the Transaction. Any such
cash or property may be subjected to any escrow applicable to holders of Common Stock in the Change in Control. If as of the date of the
occurrence of the Transaction the Administrator determines that no amount would have been attained upon the exercise of such Award or
realization of the Participant’s rights, then such Award may be terminated by the Company without payment. The amount of cash or
property can be subjected to vesting and paid to the Participant over the original vesting schedule of the Award.
(iii) Notwithstanding
anything in this Section 14(c) to the contrary, an Award that vests, is earned or paid-out upon the satisfaction of one or more
performance goals will not be considered assumed if the Company or its successor modifies any of such performance goals without the Participant’s
consent, in all cases, unless specifically provided otherwise under the applicable Award Agreement or other written agreement authorized
by the Administrator between the Participant and the Company or any of its Subsidiaries or Parents, as applicable; provided, however,
a modification to such performance goals only to reflect the successor corporation’s post-Transaction corporate structure will not
invalidate an otherwise valid Award assumption.
(d) Modification.
The Administrator will have authority to modify Awards in connection with a Change in Control or merger:
(i) in
a manner that causes the Awards to lose their tax-preferred status,
(ii) to
terminate any right a Participant has to exercise an Option prior to vesting in the Shares subject to the Option (i.e., “early exercise”),
so that following the closing of the Transaction the Option may only be exercised only to the extent it is vested;
(iii) to
reduce the Exercise Price subject to the Award in a manner that is disproportionate to the increase in the number of Shares subject to
the Award, as long as the amount that would be received upon exercise of the Award immediately before and immediately following the closing
of the Transaction is equivalent and the adjustment complies with U.S. Treasury Regulation Section 1.409A-1(b)(v)(D); and
(iv) to
suspend a Participant’s right to exercise an Option during a limited period of time preceding and or following the closing of the
Transaction without Participant consent if such suspension is administratively necessary or advisable to permit the closing of the Transaction.
(e) Non-Continuation.
If the successor corporation does not continue an Award (or some portion such Award), the Participant will fully vest in (and have the
right to exercise) 100% of the then-unvested Shares subject to his or her outstanding Options and Stock Appreciation Rights, all restrictions
on 100% of the Participant’s outstanding Restricted Stock and Restricted Stock Units will lapse, and, regarding 100% of Participant’s
outstanding Awards with performance-based vesting, all performance goals or other vesting criteria will be treated as achieved at 100%
of target levels and all other terms and conditions met, in all cases, unless specifically provided otherwise under the applicable Award
Agreement or other written agreement authorized by the Administrator between the Participant and the Company or any of its Subsidiaries
or Parents, as applicable. In no event will vesting of an Award accelerate as to more than 100% of the Award. Unless specifically provided
otherwise under the applicable Award Agreement or other written agreement authorized by the Administrator between the Participant and
the Company or any of its Subsidiaries or Parents, as applicable, if Options or Stock Appreciation Rights are not continued when a Change
in Control or a merger of the Company with or into another corporation or other entity occurs, the Administrator will notify the Participant
in writing or electronically that the Participant’s vested Options or Stock Appreciation Rights (after considering the foregoing
vesting acceleration, if any) will be exercisable for a period of time determined by the Administrator in its sole discretion and all
of the Participant’s Options or Stock Appreciation Rights will terminate upon the expiration of such period (whether vested or unvested).
15. Reserved.
16. Tax
Matters.
(a) Withholding
Requirements. Prior to the delivery of any Shares or cash under an Award (or exercise thereof) or such earlier time as any Tax Withholding
are due, the Company may deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy any Tax
Withholding with respect to such Award or Shares subject to an Award (including upon exercise of an Award).
(b) Withholding
Arrangements. The Administrator, in its sole discretion and under such procedures as it may specify from time to time, may elect to
satisfy such Tax Withholding, in whole or in part (including in combination) by (without limitation) (i) requiring the Participant
to pay cash, check or other cash equivalents, (ii) withholding otherwise deliverable cash (including cash from the sale of Shares
issued to the Participant) or Shares having a fair market value equal to the amount required to be withheld or such greater amount (including
up to a maximum statutory amount) as the Administrator may determine or permit if such amount does not result in unfavorable financial
accounting treatment, as the Administrator determines in its sole discretion, (iii) forcing the sale of Shares issued pursuant to
an Award (or exercise thereof) having a fair market value equal to the minimum statutory amount applicable in a Participant’s jurisdiction
or any greater amount as the Administrator may determine or permit if such greater amount would not result in unfavorable financial accounting
treatment, as the Administrator determines in its sole discretion, (iv) requiring the Participant to deliver to the Company already-owned
Shares having a fair market value equal to the minimum statutory amount required to be withheld or any greater amount as the Administrator
may determine or permit if such greater amount would not result in unfavorable financial accounting treatment, as the Administrator determines
in its sole discretion, (v) requiring the Participant to engage in a cashless exercise transaction (whether through a broker or otherwise)
implemented by the Company in connection with the Plan, (vi) having the Company or a Parent or Subsidiary withhold from wages or
any other cash amount due or to become due to the Participant and payable by the Company or any Parent or Subsidiary, or (vii) such
other consideration and method of payment for the meeting of Tax Withholding as the Administrator may determine to the extent permitted
by Applicable Laws, provided that, in all instances, the satisfaction of the Tax Withholding will not result in any adverse accounting
consequence to the Company, as the Administrator may determine in its sole discretion. The fair market value of the Shares to be withheld
or delivered will be determined as of the date the amount of tax to be withheld is calculated or such other date as Administrator determines
is applicable or appropriate with respect to the Tax Withholding calculation.
(c) Compliance
With Code Section 409A. Unless the Administrator determines that compliance with Code Section 409A is not necessary, it
is intended that Awards will be designed and operated so that they are either exempt or excepted from the application of Code Section 409A
or comply with any requirements necessary to avoid the imposition of additional tax under Code Section 409A(a)(1)(B) so that
the grant, payment, settlement or deferral will not be subject to the additional tax or interest applicable under Code Section 409A
and the Plan and each Award Agreement will be interpreted consistent with this intent. This Section 16(c) is not a guarantee
to any Participant of the consequences of his or her Awards. In no event will the Company have any responsibility, liability or obligation
to reimburse, indemnify or hold harmless Participant for any taxes that may be imposed or other costs that may be incurred, as a result
of Section 409A.
17. Other
Terms.
(a) No
Effect on Employment or Service. Neither the Plan nor any Award will confer upon a Participant any right regarding continuing the
Participant’s relationship as an Employee or other Service Provider with the Company or member of the Company Group, nor will they
interfere with the Participant’s right, or the Participant’s employer’s right, to terminate such relationship at any
time free from any liability or claim under the Plan.
(b) Interpretation
and Rules of Construction. The words “include,” “includes” and “including” when used herein
shall be deemed in each case to be followed by the words “without limitation.”
(c) Plan
Governs. In the event of a conflict between the terms and conditions of the Plan and the terms and conditions of any Grant Agreement,
the terms and conditions of the Plan will prevail.
(d) Forfeiture
Events.
(i) All
Awards granted under the Plan will be subject to recoupment under 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 Laws. In addition, the Administrator may
impose such other clawback, recovery or recoupment provisions in an Award Agreement as the Administrator determines necessary or appropriate,
including without limitation to any reacquisition right regarding previously acquired Shares or other cash or property. Unless this Section 17(d)(i) is
specifically mentioned and waived in an Award Agreement or other document, no recovery of compensation under a clawback policy or otherwise
will be an event that triggers or contributes to any right of a Participant to resign for “good reason” or “constructive
termination” (or similar term) under any agreement with the Company or a member of the Company Group.
(ii) The
Administrator may specify in an Award Agreement that the Participant’s rights, payments, and benefits with respect to an Award will
be subject to reduction, cancellation, forfeiture, or recoupment upon the occurrence of specified events, in addition to any otherwise
applicable vesting or performance conditions of an Award. Such events may include, but will not be limited to, termination of such Participant’s
status as Service Provider for cause or any specified action or inaction by a Participant that would constitute cause for termination
of such Participant’s status as a Service Provider.
18. Term
of Plan. The Plan will become effective upon the Effective Date. The Plan will continue in effect until terminated under Section 19.
19. Amendment
and Termination of the Plan.
(a) Amendment
and Termination. The Administrator, in its sole discretion, may amend, alter, suspend or terminate the Plan or any part thereof, at
any time and for any reason.
(b) Stockholder
Approval. The Company will obtain stockholder approval of any Plan amendment to the extent necessary or desirable to comply with Applicable
Laws.
(c) Consent
of Participants Generally Required. Subject to Section 19(d) below, no amendment, alteration, suspension or termination
of the Plan or an Award under it will materially impair the rights of any Participant without a signed, written agreement authorized by
the Administrator between the Participant and the Company. Termination of the Plan will not affect the Administrator’s ability to
exercise the powers granted to it regarding Awards granted under the Plan prior to such termination.
(d) Exceptions
to Consent Requirement.
(i) A
Participant’s rights will not be deemed to have been materially impaired by any amendment, alteration, suspension or termination
if the Administrator, in its sole discretion, determines that the amendment, alteration, suspension or termination taken as a whole, does
not materially impair the Participant’s rights; and
(ii) Subject
to any limitations of Applicable Laws, the Administrator may amend the terms of any one or more Awards without the affected Participant’s
consent even if it does materially impair the Participant’s right if such amendment is done
(iii) in
a manner specified by the Plan,
(iv) to
clarify the manner of exemption from Code Section 409A or compliance with any requirements necessary to avoid the imposition of additional
tax or interest under Code Section 409A(a)(1)(B), or
(v) to
comply with other Applicable Laws.
20. Conditions
Upon Issuance of Shares.
(a) Legal
Compliance. The Company will make good faith efforts to comply with all Applicable Laws related to the issuance of Shares. Shares
will not be issued pursuant to an Award, including without limitation upon exercise or vesting thereof, as applicable, unless the issuance
and delivery of such Shares and exercise or vesting of the Award, as applicable, will comply with Applicable Laws. If required by the
Administrator, issuance will be further subject to the approval of counsel for the Company with respect to such compliance. If the Company
determines it to be impossible or impractical to obtain authority from any regulatory body having jurisdiction or to complete or comply
with the requirements of any Applicable Laws, registration or other qualification of the Shares under any state, federal or foreign law
or under the rules and regulations of the U.S. Securities and Exchange Commission, the stock exchange on which Shares of the same
class are then listed, or any other governmental or regulatory body, which authority, registration, qualification or rule compliance
is deemed by the Company’s counsel to be necessary or advisable for the issuance and sale of any Shares hereunder, the Company will
be relieved of any liability regarding the failure to issue or sell such Shares as to which such authority, registration, qualification
or rule compliance was not obtained and the Administrator reserves the authority, without the consent of a Participant, to terminate
or cancel Awards with or without consideration in such a situation.
(b) Investment
Representations. As a condition to the exercise or vesting of an Award, the Company may require the person exercising such Award to
represent and warrant during any such exercise or vesting that the Shares are being purchased only for investment and with no present
intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required.
(c) Failure
to Accept Award. If a Participant has not accepted an Award to the extent such acceptance has been requested or required by the Company
or has not taken all administrative and other steps (e.g., setting up an account with a broker designated by the Company) necessary for
the Company to issue Shares upon the vesting, exercise, or settlement of the Award prior to the date that a portion of the Award is scheduled
to vest, then the portion of the Award scheduled to vest on such date will be cancelled on such date and the Shares subject to the Award
covered by such portion immediately will revert to the Plan for no additional consideration unless otherwise provided by the Administrator.
Exhibit 99.1
Inspirato Announces
Inducement Grants Under
Nasdaq Listing Rule 5635(c)(4)
DENVER, August 16, 2024 (GLOBE
NEWSWIRE) – Inspirato Incorporated (“Inspirato” or the “Company”) (NASDAQ: ISPO), the innovative luxury
travel club, today announced its Board of Directors approved the grant of equity awards on August 13, 2024 as a material inducement to
the employment of newly-hired Chairman and CEO, Payam Zamani. The grants were made under the Company’s 2024 Inducement Award Plan
(the “Inducment Plan”) in accordance with Nasdaq Listing Rule 5635(c)(4)
In connection with Mr. Zamani’s
appointment as Chairman and CEO on August 12, 2024, Inspirato granted inducement awards consisting of (a) 500,000 time-based restricted
stock units (“RSUs”) and (b) 500,000 performance-based restricted stock units (“PSUs”), each with an effective
grant date of August 13, 2024 and subject to the continued service with Inspirato. The RSUs will vest over four years with 25% of the
shares vesting on August 13, 2025 and the remaining 75% vesting in equal quarterly installments ove the remaining three years. The PSUs
will vest on the trading day following Inspirato’s Class A Common Stock (NASDAQ: ISPO) achieving a closing price of $15 per share
or more for 30 consecutive days prior to August 14, 2025.
Each RSU is subject to the terms and
conditions of the Inducement Plan and the terms and conditions of an RSU agreement covering the grant.
About Inspirato
Inspirato (NASDAQ: ISPO) is a luxury
travel company that provides exclusive access to a managed and controlled portfolio of curated vacation options, delivered through an
innovative model designed to ensure the service, certainty, and value that discerning customers demand. The Inspirato portfolio includes
branded luxury vacation homes, accommodations at five-star hotel and resort partners, and custom travel experiences. For more information,
visit www.inspirato.com and follow @inspirato on Instagram, Facebook, X, and LinkedIn.
Contacts:
Investor Relations:
ir@inspirato.com
Media Relations:
communications@inspirato.com
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Grafico Azioni Inspirato (NASDAQ:ISPO)
Storico
Da Gen 2025 a Feb 2025
Grafico Azioni Inspirato (NASDAQ:ISPO)
Storico
Da Feb 2024 a Feb 2025
