Exhibit 10.5

CENNTRO ELECTRIC GROUP LIMITED
 
2022 STOCK INCENTIVE PLAN
 
(Adopted by the Board of Directors on December 30, 2021)
 
(Adopted by the Shareholders on            , 2022)
 
(Effective on December 30, 2021 subject to approval by Shareholders)
 

TABLE OF CONTENTS
 
   
Page
     
SECTION 1.
ESTABLISHMENT AND PURPOSE.
1
     
SECTION 2.
DEFINITIONS.
1
     
(a)
Affiliate
1
(b)
Award
1
(c)
Award Agreement
1
(d)
Board of Directors” or “Board
1
(e)
Cash-Based Award
1
(f)
Change in Control
1
(g)
Code
3
(h)
Committee
3
(i)
Company
3
(j)
Consultant
3
(k)
Disability
3
(l)
Employee
3
(m)
Exchange Act
3
(n)
Exercise Price
3
(o)
Fair Market Value
3
(p)
ISO
4
(q)
Nonstatutory Option” or “NSO
4
(r)
Option
4
(s)
Outside Director
4
(t)
Parent
4
(u)
Participant
4
(v)
Plan
4
(w)
Purchase Price
4
(x)
Restricted Share
5
(y)
SAR
5
(z)
Section 409A
5
(aa)
Securities Act
5

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(bb)
Service
5
(cc)
Shares
5
(dd)
Share Unit
5
(ee)
Subsidiary
5
     
SECTION 3.
ADMINISTRATION.
5
     
(a)
Committee Composition
5
(b)
Committee Appointment
6
(c)
Committee Procedures
6
(d)
Committee Responsibilities
6
     
SECTION 4.
ELIGIBILITY.
8
     
(a)
General Rule
8
(b)
Ten-Percent Shareholders
8
(c)
Attribution Rules
8
(d)
Outstanding Shares
8
     
SECTION 5.
SHARES SUBJECT TO PLAN.
8
     
(a)
Basic Limitation
8
(b)
Additional Shares
9
(c)
Substitution and Assumption of Awards
9
(d)
Grants to Outside Directors
9
     
SECTION 6.
RESTRICTED SHARES.
9
     
(a)
Restricted Share Award Agreement
9
(b)
Payment for Awards
9
(c)
Vesting
10
(d)
Voting and Dividend Rights
10
(e)
Restrictions on Transfer of Shares
10
     
SECTION 7.
TERMS AND CONDITIONS OF OPTIONS.
10
     
(a)
Stock Option Award Agreement
10
(b)
Number of Shares
11
(c)
Exercise Price
11

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(d)
Withholding Taxes
11
(e)
Exercisability and Term
11
(f)
Exercise of Options
11
(g)
Effect of Change in Control
12
(h)
No Rights as a Shareholder
12
(i)
Modification, Extension, and Renewal of Options
12
(j)
Restrictions on Transfer of Shares
12
(k)
Buyout Provisions
12
     
SECTION 8.
PAYMENT FOR SHARES.
12
     
(a)
General Rule
12
(b)
Surrender of Share
12
(c)
Services Rendered
13
(d)
Cashless Exercise
13
(e)
Exercise/Pledge
13
(f)
Net Exercise
13
(g)
Promissory Note
13
(h)
Other Forms of Payment
13
(i)
Limitations under Applicable Law
13
     
SECTION 9.
SHARE APPRECIATION RIGHTS.
13
     
(a)
SAR Award Agreement
13
(b)
Number of Shares
14
(c)
Exercise Price
14
(d)
Exercisability and Term
14
(e)
Effect of Change in Control
14
(f)
Exercise of SARs
14
(g)
Modification, Extension or Assumption of SARs
14
(h)
Buyout Provisions
15
     
SECTION 10.
SHARE UNITS.
15
     
(a)
Share Unit Award Agreement
15
(b)
Payment for Awards
15

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(c)
Vesting Conditions
15
(d)
Voting and Dividend Rights
15
(e)
Form and Time of Settlement of Share Units
16
(f)
Death of Participant
16
(g)
Creditors’ Rights
16
     
SECTION 11.
CASH-BASED AWARDS.
16
     
SECTION 12.
ADJUSTMENT OF SHARES.
17
     
(a)
Adjustments
17
(b)
Dissolution or Liquidation
17
(c)
Mergers or Reorganizations
17
(d)
Reservation of Rights
18
     
SECTION 13.
DEFERRAL OF AWARDS.
18
     
(a)
Committee Powers
18
(b)
General Rules
19
     
SECTION 14.
AWARDS UNDER OTHER PLANS.
19
     
SECTION 15.
PAYMENT OF DIRECTOR’S FEES IN SECURITIES.
19
     
(a)
Effective Date
19
(b)
Elections to Receive NSOs, SARs, Restricted Shares, or Share Units
19
(c)
Number and Terms of NSOs, SARs, Restricted Shares, or Share Units
19
     
SECTION 16.
LEGAL AND REGULATORY REQUIREMENTS.
19
     
SECTION 17.
TAXES.
20
     
(a)
Withholding Taxes
20
(b)
Share Withholding
20
(c)
Section 409A
20
     
SECTION 18.
TRANSFERABILITY.
20
     
SECTION 19.
PERFORMANCE BASED AWARDS.
21
     
SECTION 20.
RECOUPMENT.
21

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SECTION 21.
NO EMPLOYMENT RIGHTS.
21
     
SECTION 22.
DURATION AND AMENDMENTS.
21
     
(a)
Term of the Plan
21
(b)
Right to Amend the Plan
21
(c)
Effect of Termination
22
     
SECTION 23.
AWARDS TO NON-U.S. PARTICIPANTS.
22
     
SECTION 24.
GOVERNING LAW.
22
     
SECTION 25.
SUCCESSORS AND ASSIGNS.
22
     
SECTION 26.
EXECUTION.
22

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CENNTRO ELECTRIC GROUP LIMITED
 
2022 STOCK INCENTIVE PLAN
 
SECTION 1.       ESTABLISHMENT AND PURPOSE.
 
This Cenntro Electric Group Limited 2022 Stock Incentive Plan was adopted by the Board of Directors on December 30, 2021 and shall be effective on December 30, 2021 (the “Effective Date”), subject to approval by the Company’s shareholders within twelve (12) months after the Effective Date.  The Plan’s purpose is to attract, retain, incent, and reward top talent through share ownership to improve operating and financial performance and strengthen the mutuality of interest between eligible service providers and shareholders.

SECTION 2.       DEFINITIONS.
 
(a)          Affiliate means any entity, other than a Subsidiary, if the Company and/or one or more Subsidiaries own not less than fifty percent (50%) of such entity.
 
(b)          Award means any award of an Option, a SAR, a Restricted Share, a Share Unit, or a Cash-Based Award under the Plan.
 
(c)          Award Agreement means the agreement between the Company and the recipient of an Award which contains the terms, conditions, and restrictions pertaining to such Award.
 
(d)          Board of Directors” or “Board means the Board of Directors of the Company, as constituted from time to time.
 
(e)          Cash-Based Award means an Award that entitles the Participant to receive a cash-denominated payment.
 
(f)          Change in Control means the occurrence of any of the following events:
 
 
(i)
A change in the composition of the Board occurs, as a result of which fewer than one-half of the incumbent directors are directors who either:

 
(A)
Had been directors of the Company on the “look-back date” (as defined below) (the “original directors”); or

 
(B)
Were elected, or nominated for election, to the Board with the affirmative votes of at least a majority of the aggregate of the original directors who were still in office at the time of the election or nomination and the directors whose election or nomination was previously so approved (the “continuing directors”);

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provided, however, that, for this purpose, the “original directors” and “continuing directors” shall not include any individual whose initial assumption of office occurred as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents, by or on behalf of a person, other than the Board;
 
 
(ii)
Any “person” (as defined below) who, by the acquisition or aggregation of securities, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the combined voting power of the Company’s then outstanding securities ordinarily (and apart from rights accruing under special circumstances) having the right to vote at elections of directors (the “Base Capital Shares”); except that any change in the relative beneficial ownership of the Company’s securities by any person resulting solely from a reduction in the aggregate number of outstanding Base Capital Shares, and any decrease thereafter in such person’s ownership of securities, shall be disregarded until such person increases in any manner, directly or indirectly, such person’s beneficial ownership of any securities of the Company;

 
(iii)
The consummation of a merger or consolidation of the Company or a Subsidiary with or into another entity or any other corporate reorganization, if persons who were not shareholders of the Company immediately prior to such merger, consolidation, or other reorganization own immediately after such merger, consolidation, or other reorganization fifty percent (50%) or more of the voting power of the outstanding securities of each of (A) the Company (or its successor) and (B) any direct or indirect parent corporation of the Company (or its successor); or

 
(iv)
The sale, transfer, or other disposition of all or substantially all of the Company’s assets.

For purposes of subsection (f)(i) above, the term “look-back” date means the later of (1) the Effective Date and (2) the date that is twenty-four (24) months prior to the date of the event that may constitute a Change in Control.
 
For purposes of subsection (f)(ii) above, the term “person” shall have the same meaning as when used in Sections 13(d) and 14(d) of the Exchange Act, but shall exclude (1) a trustee or other fiduciary holding securities under an employee benefit plan maintained by the Company or a Parent or Subsidiary and (2) a corporation owned directly or indirectly by the shareholders of the Company in substantially the same proportions as their ownership of the Share.

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Any other provision of this Section 2(f) notwithstanding, a transaction shall not constitute a Change in Control if its sole purpose is to change the state of the Company’s incorporation or to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction, and a Change in Control shall not be deemed to occur if the Company files a registration statement with the United States Securities and Exchange Commission in connection with an initial or secondary public offering of securities or debt of the Company to the public.
 
(g)          Code means the United States Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder.
 
(h)          Committee means the Compensation Committee, as designated by the Board, which is authorized to administer the Plan, as described in Section 3 hereof.
 
(i)          Company” means Cenntro Electric Group Limited (ACN 619 054 938), an Australian company, including any successor thereto.
 
(j)          Consultant means an individual who is a consultant or advisor and who provides bona fide services to the Company, a Parent, a Subsidiary, or an Affiliate as an independent contractor (not including service as a member of the Board) or a member of the Board of a Parent or a Subsidiary, in each case, who is not an Employee.
 
(k)          Disability means any permanent and total disability, as defined by Section 22(e)(3) of the Code.
 
(l)          Employee means any individual who is a common-law employee of the Company, a Parent, a Subsidiary, or an Affiliate.
 
(m)         Exchange Act means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
 
(n)          Exercise Price means, in the case of an Option, the amount for which one Share may be purchased upon exercise of such Option, as specified in the applicable Stock Option Agreement.  “Exercise Price” means, in the case of a SAR, an amount, as specified in the applicable SAR Award Agreement, which is subtracted from the Fair Market Value of one Share in determining the amount payable upon exercise of such SAR.
 
(o)          Fair Market Value means, with respect to a Share, the market price of one Share, determined by the Committee as follows:
 
 
(i)
If the Shares were traded over-the-counter on the date in question, then the Fair Market Value shall be equal to the last transaction price quoted for such date by the OTC Bulletin Board or, if not so quoted, shall be equal to the mean between the last reported representative bid and asked prices quoted for such date by the principal automated inter-dealer quotation system on which the Shares are quoted or, if the Shares are not quoted on any such system, by the Pink Quote system;

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(ii)
If the Shares were traded on any established stock exchange (such as the New York Stock Exchange, The Nasdaq Global Market or The Nasdaq Global Select Market) or national market system on the date in question, then the Fair Market Value shall be equal to the closing price reported for such date by the applicable exchange or system; or

 
(iii)
If none of the foregoing provisions is applicable, then the Fair Market Value shall be determined by the Committee in good faith on such basis as it deems appropriate.

In all cases, the determination of Fair Market Value by the Committee shall be conclusive and binding on all persons.
 
(p)          ISO means an employee incentive stock option described in Section 422 of the Code.
 
(q)          Nonstatutory Option” or “NSO means an employee stock option that is not an ISO.
 
(r)          Option means an ISO or NSO granted under the Plan and entitling the holder to purchase Shares.
 
(s)          Outside Director means a member of the Board who is not a common-law employee of, or consultant to, the Company, a Parent, or a Subsidiary.
 
(t)          Parent means any corporation (other than the Company) in an unbroken chain of corporations ending with the Company, if each of the corporations, other than the Company, owns shares possessing fifty percent (50%) or more of the total combined voting power of all classes of shares in one of the other corporations in such chain.  A corporation that attains the status of a Parent on a date after the adoption of the Plan shall be a Parent commencing as of such date.
 
(u)          Participant means a person who holds an Award.
 
(v)          Plan means this 2022 Stock Incentive Plan of Cenntro Electric Group Limited, as amended from time to time.
 
(w)          Purchase Price means the consideration for which one Share may be acquired under the Plan (other than upon exercise of an Option or SAR), as specified by the Committee.

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(x)          Restricted Share means a Share awarded under the Plan.
 
(y)          SAR means a share appreciation right granted under the Plan.
 
(z)          Section 409A means Section 409A of the Code.
 
(aa)        Securities Act means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
 
(bb)        Service means service as an Employee, Consultant, or Outside Director, subject to such further limitations as may be set forth in the Plan or the applicable Award Agreement.  Service does not terminate when an Employee goes on a bona fide leave of absence, if 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 law.  However, for purposes of determining whether an Option is entitled to ISO status, an Employee’s employment will be treated as terminating three (3) months after such Employee went on leave, unless such Employee’s right to return to active work is guaranteed by law or by a contract.  Service terminates in any event when the approved leave ends, unless such Employee immediately returns to active work.  The Company determines which leaves of absence count toward Service, and when Service terminates for all purposes under the Plan.
 
(cc)        Shares means fully paid ordinary shares of the Company.
 
(dd)        Share Unit means a bookkeeping entry representing the Company’s obligation to deliver one Share (or distribute cash) on a future date in accordance with the provisions of a Share Unit Award Agreement.
 
(ee)         Subsidiary means any corporation, if the Company and/or one or more other Subsidiaries own not less than fifty percent (50%) of the total combined voting power of all classes of outstanding shares of such corporation.  A corporation that attains the status of a Subsidiary on a date after the adoption of the Plan shall be considered a Subsidiary commencing as of such date. The determination of whether an entity is a “Subsidiary” shall be made in accordance with Section 424(f) of the Code.
 
SECTION 3.       ADMINISTRATION.
 
(a)          Committee Composition.  The Plan shall be administered by a Committee appointed by the Board, or by the Board acting as the Committee.  The Committee shall consist of two or more directors of the Company.  In addition, to the extent required by the Board, the composition of the Committee shall satisfy such requirements of the Nasdaq Stock Market (“Nasdaq”) and as the Securities and Exchange Commission may establish for administrators acting under plans intended to qualify for exemption under Rule 16b-3 (or its successor) under the Exchange Act.

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(b)          Committee Appointment.  The Board may also appoint one or more separate committees of the Board, each composed of one or more directors of the Company who need not satisfy the requirements of Section 3(a), who may administer the Plan, may grant Awards under the Plan, and may determine all terms of such grants, in each case, with respect to all Employees, Consultants, and Outside Directors (except such as may be on such committee); provided that such committee or committees may perform these functions only with respect to Employees who are not considered officers or directors of the Company under Section 16 of the Exchange Act.  Within the limitations of the preceding sentence, any reference in the Plan to the Committee shall include such committee or committees appointed pursuant to the preceding sentence.  To the extent permitted by applicable laws, the Board of Directors may also authorize one or more officers of the Company to designate Employees, other than officers under Section 16 of the Exchange Act, to receive Awards and/or to determine the number of such Awards to be received by such persons; provided, however, that the Board of Directors shall specify the total number of Awards that such officers may so award.
 
(c)          Committee Procedures.  The Board shall designate one of the members of the Committee as chairman.  The Committee may hold meetings at such times and places as it shall determine.  The act of a majority of the Committee members present at a meeting at which a quorum exists, or act reduced to or approved in writing (including via email) by all Committee members, shall be a valid act of the Committee.
 
(d)          Committee Responsibilities.  Subject to the provisions of the Plan and subject to compliance with any applicable laws, rules or regulations, the Committee shall have full authority and discretion to take the following actions:
 
 
(i)
To interpret the Plan and to apply its provisions;

 
(ii)
To adopt, amend, or rescind rules, procedures, and forms relating to the Plan;

 
(iii)
To adopt, amend, or terminate sub-plans established for the purpose of satisfying applicable foreign laws, including qualifying for preferred tax treatment under applicable foreign tax laws;

 
(iv)
To authorize any person to execute, on behalf of the Company, any instrument required to carry out the purposes of the Plan;

 
(v)
To determine when Awards are to be granted under the Plan;

 
(vi)
To select the Participants to whom Awards are to be granted;

 
(vii)
To determine the type of Award and number of Shares or amount of cash to be made subject to each Award;

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(viii)
To prescribe the terms and conditions of each Award, including (without limitation) the Exercise Price and Purchase Price, and the vesting or duration of the Award (including accelerating the vesting of Awards, either at the time of the Award or thereafter, without the consent of the Participant), to determine whether an Option is to be classified as an ISO or as an NSO, and to specify the provisions of the agreement relating to such Award;

 
(ix)
To amend any outstanding Award Agreement, subject to applicable legal restrictions and to the consent of the Participant if the Participant’s rights or obligations would be materially impaired;

 
(x)
To prescribe the consideration for the grant of each Award or other right under the Plan and to determine the sufficiency of such consideration;

 
(xi)
To determine the disposition of each Award or other right under the Plan in the event of a Participant’s divorce or dissolution of marriage;

 
(xii)
To determine whether Awards under the Plan will be granted in replacement of other grants under an incentive or other compensation plan of an acquired business;

 
(xiii)
To correct any defect, supply any omission, and reconcile any inconsistency in the Plan or any Award Agreement;

 
(xiv)
To establish and verify the extent of satisfaction of any performance goals and other conditions applicable to the grant, issuance, exercisability, vesting, and/or ability to retain any Award; and

 
(xv)
To take any other actions deemed necessary or advisable for the administration of the Plan.

Subject to the requirements of applicable law, the Committee may designate persons, other than members of the Committee, to carry out its responsibilities and may prescribe such conditions and limitations as it may deem appropriate, except that the Committee may not delegate its authority with regard to the selection for participation of or the granting of Awards under the Plan to persons subject to Section 16 of the Exchange Act.  All decisions, interpretations, and other actions of the Committee shall be final and binding on all Participants and all persons deriving their rights from a Participant.  No member of the Committee shall be liable for any action that he has taken or has failed to take in good faith with respect to the Plan or any Award under the Plan.

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SECTION 4.       ELIGIBILITY.
 
(a)          General Rule.  Only Employees, Consultants, and Outside Directors shall be eligible for the grant of Awards.  Only Employees of the Company, a Parent, or a Subsidiary shall be eligible for the grant of ISOs.
 
(b)          Ten-Percent Shareholders.  An Employee who owns more than ten percent (10%) of the total combined voting power of all classes of outstanding shares of the Company, a Parent or a Subsidiary shall not be eligible for the grant of an ISO, unless such grant satisfies the requirements of Section 422(c)(5) of the Code.
 
(c)          Attribution Rules.  For purposes of Section 4(b) above, in determining share ownership, an Employee shall be deemed to own the shares owned, directly or indirectly, by or for such Employee’s brothers, sisters, spouse, ancestors, and lineal descendants.  Shares owned, directly or indirectly, by or for a corporation, partnership, estate, or trust shall be deemed to be owned proportionately by or for its shareholders, partners, or beneficiaries.
 
(d)          Outstanding Shares.  For purposes of Section 4(b) above, “outstanding shares” shall include all shares actually issued and outstanding immediately after the grant.  “Outstanding shares” shall not include Shares authorized for issuance under outstanding options held by the Employee or by any other person.
 
SECTION 5.        SHARES SUBJECT TO PLAN.
 
(a)          Basic Limitation.  Shares offered under the Plan shall be authorized but unissued Shares.  The maximum aggregate number of Shares authorized for issuance as Awards under the Plan shall not exceed the sum of 25,965,234 Shares, plus an annual increase on the first day of each fiscal year, for a period of not more than nine (9) years, beginning on January 1, 2023, and ending on (and including) January 1, 2031, in an amount equal to the lesser of (i) five (5%) of the outstanding Shares on the last day of the immediately preceding fiscal year or (ii) such lesser amount (including zero) that the Board determines for purposes of the annual increase for that fiscal year.  Notwithstanding the foregoing, the number of Shares that may be issued through ISOs granted under the Plan shall not exceed 25,965,234 Shares plus, to the extent allowable under Section 422 of the Code, any Shares that become available for issuance under the Plan pursuant to Section 5(b).  The limitations of this Section 5(a) shall be subject to adjustment pursuant to Section 12.  The number of Shares that are subject to Awards outstanding at any time under the Plan shall not exceed the number of Shares which then remain available for issuance under the Plan.  The Company shall at all times reserve and keep available sufficient Shares to satisfy the requirements of the Plan.
 
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(b)          Additional Shares.  If Restricted Shares or Shares issued upon the exercise of options are cancelled or bought-back by the Company in accordance with any applicable laws, rules or regulations, then such Shares shall again become available for Awards under the Plan.  If Share Units, Options, or SARs are forfeited or terminate for any reason before being exercised or settled, or an Award is settled in cash without the delivery of Shares to the holder, then the corresponding Shares shall again become available for Awards under the Plan.  If Share Units or SARs are settled, then only the number of Shares (if any) actually issued in settlement of such Share Units or SARs shall reduce the number available in Section 5(a) and the balance (including any Shares withheld to satisfy tax withholding obligations) shall again become available for Awards under the Plan.  Any Shares withheld to satisfy the Exercise Price or tax withholding obligations pursuant to any Award of Options or SARs shall be added back to the Shares available for Awards under the Plan.  Notwithstanding the foregoing provisions of this Section 5(b), Shares that have actually been issued shall not again become available for Awards under the Plan, except for Shares that are cancelled or bought-back by the Company in accordance with any applicable laws, rules or regulations and do not become vested.
 
(c)          Substitution and Assumption of Awards.  Subject to compliance with any applicable laws, rules or regulations, the Committee may make Awards under the Plan by assumption, substitution, or replacement of stock options, share appreciation rights, share units, or similar awards granted by another entity (including a Parent or Subsidiary), if such assumption, substitution, or replacement is in connection with an asset acquisition, share acquisition, merger, consolidation, or similar transaction involving the Company (and/or its Parent or Subsidiary) and such other entity (and/or its affiliate).  The terms of such assumed, substituted, or replaced Awards shall be as the Committee, in its discretion, determines is appropriate, notwithstanding limitations on Awards in the Plan.  Any such substitute or assumed Awards shall not count against the Share limitation set forth in Section 5(a) (nor shall Shares subject to such Awards be added to the Shares available for Awards under the Plan as provided in Section 5(b) above), except that Shares acquired by exercise of substitute ISOs will count against the maximum number of Shares that may be issued pursuant to the exercise of ISOs under the Plan.
 
(d)          Grants to Outside Directors. The grant date fair value of all Awards (as determined in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, or any successor thereto) granted under the Plan to any Outside Director as compensation for services as an Outside Director during any twelve (12)-month period may not exceed $500,000; provided that any Award granted to an Outside Director in lieu of a cash retainer and/or meeting fees pursuant to Section 15(b) will be excluded from such limit.
 
SECTION 6.       RESTRICTED SHARES.
 
(a)          Restricted Share Award Agreement.  Each grant of Restricted Shares under the Plan shall be evidenced by a Restricted Share Award Agreement between the Participant and the Company.  Such Restricted Shares shall be subject to all applicable terms of the Plan and may be subject to any other terms that are not inconsistent with the Plan.  The provisions of the various Restricted Share Award Agreements entered into under the Plan need not be identical.
 
(b)          Payment for Awards.  Restricted Shares may be sold or awarded under the Plan for such consideration as the Committee may determine, including (without limitation) cash, cash equivalents, full-recourse promissory notes (subject to compliance with any applicable laws, rules, or regulations), past services, and future services.

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(c)          Vesting.  Each Award of Restricted Shares may or may not be subject to vesting.  Vesting shall occur, in full or in installments, upon satisfaction of the conditions specified in the Restricted Share Award Agreement.  A Restricted Share Award Agreement may provide for accelerated vesting in the event of the Participant’s death, Disability, retirement, or other events.  The Committee may determine, at the time of granting Restricted Shares or thereafter, that all or part of such Restricted Shares shall become vested in the event that a Change in Control occurs.
 
(d)          Voting and Dividend Rights.  A holder of Restricted Shares awarded under the Plan shall have the same voting, dividend, and other rights as the Company’s other shareholders, except that, in the case of any unvested Restricted Shares, the holder shall not be entitled to any dividends or other distributions paid or distributed by the Company in respect of outstanding Shares.  Notwithstanding the foregoing, at the Committee’s discretion, the holder of unvested Restricted Shares may be credited with such dividends and other distributions; provided that such dividends and other distributions shall be paid or distributed to the holder only if, when, and to the extent such unvested Restricted Shares vest. The value of dividends and other distributions payable or distributable with respect to any unvested Restricted Shares that do not vest shall be forfeited.  At the Committee’s discretion, the Restricted Share Award Agreement may require that the holder of Restricted Shares invest any cash dividends received in additional Restricted Shares.  Such additional Restricted Shares shall be subject to the same conditions as the Award with respect to which the dividend was paid. For the avoidance of doubt, other than with respect to the right to receive dividends and other distributions, the holders of unvested Restricted Shares shall have the same voting rights and other rights as the Company’s other shareholders in respect of such unvested Restricted Shares.
 
(e)          Restrictions on Transfer of Shares.  Restricted Shares shall be subject to such rights of repurchase, rights of first refusal, or other restrictions as the Committee may determine.  Such restrictions shall be set forth in the applicable Restricted Share Award Agreement and shall apply in addition to any general restrictions that may apply to all holders of Shares.
 
SECTION 7.        TERMS AND CONDITIONS OF OPTIONS.
 
(a)          Stock Option Award Agreement.  Each grant of an Option under the Plan shall be evidenced by a Stock Option Award Agreement between the Participant and the Company.  Such Option shall be subject to all applicable terms and conditions of the Plan and may be subject to any other terms and conditions which are not inconsistent with the Plan and which the Committee deems appropriate for inclusion in a Stock Option Award Agreement.  The Stock Option Award Agreement shall specify whether the Option is an ISO or an NSO.  The provisions of the various Stock Option Award Agreements entered into under the Plan need not be identical.

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(b)          Number of Shares.  Each Stock Option Award Agreement shall specify the number of Shares that are subject to the Option and shall provide for the adjustment of such number in accordance with Section 12.
 
(c)          Exercise Price.  Each Stock Option Award Agreement shall specify the Exercise Price.  The Exercise Price of an ISO shall not be less than one hundred percent (100%) of the Fair Market Value of a Share on the date of grant and the Exercise Price of an NSO shall not be less than 100% of the Fair Market Value of a Share on the date of grant.  Notwithstanding the foregoing, Options may be granted with an Exercise Price of less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant pursuant to a transaction described in, and in a manner consistent with, Section 424(a) of the Code.  Subject to the foregoing in this Section 7(c), the Exercise Price under any Option shall be determined by the Committee in its sole discretion.  The Exercise Price shall be payable in one of the forms described in Section 8.
 
(d)          Withholding Taxes.  As a condition to the exercise of an Option, the Participant shall make such arrangements as the Committee may require for the satisfaction of any federal, state, local, or foreign withholding tax obligations that may arise in connection with such exercise.  The Participant shall also make such arrangements as the Committee may require for the satisfaction of any federal, state, local, or foreign withholding tax obligations that may arise in connection with the disposition of Shares acquired by exercising an Option.
 
(e)          Exercisability and Term.  Each Stock Option Award Agreement shall specify the date when all or any installment of the Option is to become exercisable.  The Stock Option Award Agreement shall also specify the term of the Option; provided that the term of an ISO shall in no event exceed ten (10) years from the date of grant (five (5) years for ISOs granted to Employees described in Section 4(b)). A Stock Option Award Agreement may provide for accelerated exercisability in the event of the Participant’s death, Disability, retirement, or other events and may provide for expiration prior to the end of its term in the event of the termination of the Participant’s Service.  Options may be awarded in combination with SARs, and such an Award may provide that the Options will not be exercisable, unless the related SARs are forfeited.  Subject to the foregoing in this Section 7(e), the Committee in its sole discretion shall determine when all or any installment of an Option is to become exercisable and when an Option is to expire.
 
(f)          Exercise of Options. Each Stock Option Award Agreement shall set forth the extent to which the Participant shall have the right to exercise the Option following termination of the Participant’s Service with the Company and its Subsidiaries, and the right to exercise the Option of any executors or administrators of the Participant’s estate or any person who has acquired such Option(s) directly from the Participant by bequest or inheritance.  Such provisions shall be determined in the sole discretion of the Committee, need not be uniform among all Options issued pursuant to the Plan, and may reflect distinctions based on the reasons for termination of Service.

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(g)          Effect of Change in Control.  The Committee may determine, at the time of granting an Option or thereafter, that such Option shall become exercisable as to all or part of the Shares subject to such Option in the event that a Change in Control occurs.
 
(h)          No Rights as a Shareholder.  A Participant shall have no rights as a shareholder with respect to any Shares covered by his Option until the date of the issuance of a share certificate for such Shares. No adjustments shall be made, except as provided in Section 12.
 
(i)           Modification, Extension, and Renewal of Options.  Within the limitations of the Plan and subject to all applicable laws, the Committee may modify, extend, or renew outstanding options or may accept the cancellation of outstanding options (to the extent not previously exercised), whether or not granted hereunder, in return for the grant of new Options for the same or a different number of Shares and at the same or a different Exercise Price, or in return for the grant of a different Award for the same or a different number of Shares or for cash.  The foregoing notwithstanding, no modification of an Option shall, without the consent of the Participant, materially impair his or her rights or obligations under such Option.
 
(j)           Restrictions on Transfer of Shares.  Any Shares issued upon exercise of an Option shall be subject to such special forfeiture conditions, rights of repurchase, rights of first refusal, and other transfer restrictions as the Committee may determine.  Such restrictions shall be set forth in the applicable Stock Option Award Agreement and shall apply in addition to any general restrictions that may apply to all holders of Shares.
 
(k)          Buyout Provisions.  The Committee may at any time (i) offer to buy out for a payment in cash or cash equivalents an Option previously granted or (ii) authorize a Participant to elect to cash out an Option previously granted, in either case, at such time and based upon such terms and conditions as the Committee shall establish.
 
SECTION 8.       PAYMENT FOR SHARES.
 
(a)          General Rule.  The entire Exercise Price or Purchase Price of Shares issued under the Plan shall be payable in lawful money of the United States of America at the time when such Shares are purchased, except as provided in Section 8(b) through Section 8(h) below.
 
(b)          Surrender of Share.  To the extent that a Stock Option Award Agreement so provides, payment may be made all or in part by surrendering, or attesting to the ownership of, Shares which have already been owned by the Participant or his or her representative.  Such Shares shall be valued at their Fair Market Value on the date when the new Shares are purchased under the Plan.  The Participant shall not surrender, or attest to the ownership of, Shares in payment of the Exercise Price if such action would cause the Company to recognize compensation expense (or additional compensation expense) with respect to the Option for financial reporting purposes.

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2022 STOCK INCENTIVE PLAN
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(c)          Services Rendered.  At the discretion of the Committee, Shares may be awarded under the Plan in consideration of services rendered to the Company, a Subsidiary, or a Parent.  If Shares are awarded without the payment of a Purchase Price in cash, the Committee shall make a determination (at the time of the Award) of the value of the services rendered by the Participant and the sufficiency of the consideration to meet the requirements of Section 6(b).
 
(d)          Cashless Exercise.  To the extent that a Stock Option Award Agreement so provides, payment may be made all or in part by delivery (on a form prescribed by the Committee) of an irrevocable direction to a securities broker to sell Shares and to deliver all or part of the sale proceeds to the Company in payment of the aggregate Exercise Price.
 
(e)          Exercise/Pledge.  To the extent that a Stock Option Award Agreement so provides, payment may be made all or in part by delivery (on a form prescribed by the Committee) of an irrevocable direction to a securities broker or lender to pledge Shares, as security for a loan, and to deliver all or part of the loan proceeds to the Company in payment of the aggregate Exercise Price.
 
(f)          Net Exercise.  To the extent that a Stock Option Award Agreement so provides, payment may be made all or in part by a “net exercise” arrangement pursuant to which the number of Shares issuable upon exercise of the Option shall be reduced by the largest whole number of Shares having an aggregate Fair Market Value that does not exceed the aggregate Exercise Price (plus tax withholdings, if applicable) and any remaining balance of the aggregate Exercise Price (and/or applicable tax withholdings) not satisfied by such reduction in the number of whole Shares to be issued shall be paid by the Participant in cash or any other form of payment permitted under the Stock Option Agreement.
 
(g)          Promissory Note.  To the extent that a Stock Option Award Agreement or Restricted Share Award Agreement so provides, payment may be made all or in part by delivering (on a form prescribed by the Company) a full-recourse promissory note (subject to compliance with any applicable laws, rules or regulations).
 
(h)          Other Forms of Payment.  To the extent that a Stock Option Award Agreement or Restricted Share Award Agreement so provides, payment may be made in any other form that is consistent with applicable laws, regulations, and rules.
 
(i)          Limitations under Applicable Law.  Notwithstanding anything herein or in a Stock Option Award Agreement or Restricted Share Award Agreement to the contrary, payment may not be made in any form that is unlawful, as determined by the Committee in its sole discretion.
 
SECTION 9.       SHARE APPRECIATION RIGHTS.
 
(a)          SAR Award Agreement.  Each grant of a SAR under the Plan shall be evidenced by a SAR Award Agreement between the Participant and the Company.  Such SAR shall be subject to all applicable terms of the Plan and may be subject to any other terms that are not inconsistent with the Plan.  The provisions of the various SAR Award Agreements entered into under the Plan need not be identical.

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(b)          Number of Shares.  Each SAR Award Agreement shall specify the number of Shares to which the SAR pertains and shall provide for the adjustment of such number in accordance with Section 12.
 
(c)          Exercise Price.  Each SAR Award Agreement shall specify the Exercise Price.  The Exercise Price of a SAR shall not be less than one hundred percent (100%) of the Fair Market Value of a Share on the date of grant.  Notwithstanding the foregoing, SARs may be granted with an Exercise Price of less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant pursuant to a transaction described in, and in a manner consistent with, Section 424(a) of the Code.  Subject to the foregoing in this Section 9(c), the Exercise Price under any SAR shall be determined by the Committee in its sole discretion.
 
(d)          Exercisability and Term.  Each SAR Award Agreement shall specify the date when all or any installment of the SAR is to become exercisable.  The SAR Award Agreement shall also specify the term of the SAR.  A SAR Award Agreement may provide for accelerated exercisability in the event of the Participant’s death, Disability, retirement, or other events and may provide for expiration prior to the end of its term in the event of the termination of the Participant’s Service.  SARs may be awarded in combination with Options, and such an Award may provide that the SARs will not be exercisable, unless the related Options are forfeited.  A SAR may be included in an ISO only at the time of grant but may be included in an NSO at the time of grant or thereafter.  A SAR granted under the Plan may provide that it will be exercisable only in the event of a Change in Control.
 
(e)          Effect of Change in Control.  The Committee may determine, at the time of granting a SAR or thereafter, that such SAR shall become fully exercisable as to all Shares subject to such SAR in the event that a Change in Control occurs.
 
(f)           Exercise of SARs.  Subject to compliance with any applicable laws, rules or regulations, upon exercise of a SAR, the Participant (or any person having the right to exercise the SAR after his or her death) shall receive from the Company (i) Shares, (ii) cash, or (iii) a combination of Shares and cash, as the Committee shall determine.  The amount of cash and/or the Fair Market Value of Shares received upon exercise of SARs shall, in the aggregate, be equal to the amount by which the Fair Market Value (on the date of surrender) of the Shares subject to the SARs exceeds the Exercise Price.
 
(g)          Modification, Extension or Assumption of SARs.  Within the limitations of the Plan and subject to compliance with any applicable laws, rules or regulations, the Committee may modify, extend, or assume outstanding SARs or may accept the cancellation of outstanding SARs (whether granted by the Company or by another issuer) in return for the grant of new SARs for the same or a different number of Shares and at the same or a different Exercise Price, or in return for the grant of a different Award for the same or a different number of Shares or cash. The foregoing notwithstanding, no modification of a SAR shall, without the consent of the holder, materially impair his or her rights or obligations under such SAR.

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(h)          Buyout Provisions.  Subject to compliance with any applicable laws, rules or regulations, the Committee may at any time (i) offer to buy out for a payment in cash or cash equivalents a SAR previously granted or (ii) authorize a Participant to elect to cash out a SAR previously granted, in either case, at such time and based upon such terms and conditions as the Committee shall establish.
 
SECTION 10.     SHARE UNITS.
 
(a)          Share Unit Award Agreement.  Each grant of Share Units under the Plan shall be evidenced by a Share Unit Award Agreement between the Participant and the Company.  Such Share Units shall be subject to all applicable terms of the Plan and may be subject to any other terms that are not inconsistent with the Plan.  The provisions of the various Share Unit Award Agreements entered into under the Plan need not be identical.
 
(b)          Payment for Awards.  To the extent that an Award is granted in the form of Share Units, no cash consideration shall be required of the Award recipients.
 
(c)          Vesting Conditions.  Each Award of Share Units may or may not be subject to vesting.  Vesting shall occur, in full or in installments, upon satisfaction of the conditions specified in the Share Unit Award Agreement.  A Share Unit Award Agreement may provide for accelerated vesting in the event of the Participant’s death, Disability, retirement, or other events.  The Committee may determine, at the time of granting Share Units or thereafter, that all or part of such Share Units shall become vested in the event that a Change in Control occurs.
 
(d)          Voting and Dividend Rights.  The holders of Share Units shall have no voting rights.  Prior to settlement or forfeiture, any Share Unit awarded under the Plan may, at the Committee’s discretion and subject to compliance with any applicable laws, rules or regulations, carry with it a right to dividend equivalents.  Such right entitles the holder to be credited with an amount equal to all cash dividends paid on one Share while the Share Unit is outstanding.  Dividend equivalents may be converted into additional Share Units.  Settlement of dividend equivalents may be made in the form of cash, in the form of Shares, or in a combination of both. Dividend equivalents shall not be distributed prior to settlement of the Share Unit to which the dividend equivalents pertain.  Prior to distribution, any dividend equivalents shall be subject to the same conditions and restrictions (including, without limitation, any forfeiture conditions) as the Share Units to which they attach.  The value of dividend equivalents payable or distributable with respect to any unvested Share Units that do not vest shall be forfeited.

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(e)           Form and Time of Settlement of Share Units.  Settlement of vested Share Units may be made in the form of (i) cash, (ii) Shares or (iii) any combination of both, as determined by the Committee and subject to compliance with any applicable laws, rules or regulations.  The actual number of Share Units eligible for settlement may be larger or smaller than the number included in the original Award, based on predetermined performance factors.  Methods of converting Share Units into cash may include (without limitation) a method based on the average Fair Market Value of Shares over a series of trading days.  A Share Unit Award Agreement may provide that vested Share Units may be settled in a lump sum or in installments.  A Share Unit Award Agreement may provide that the distribution may occur or commence when all vesting conditions applicable to the Share Units have been satisfied or have lapsed, or it may be deferred to any later date, subject to compliance with Section 409A.  The amount of a deferred distribution may be increased by an interest factor or by dividend equivalents.  Until an Award of Share Units is settled, the number of such Share Units shall be subject to adjustment pursuant to Section 12.
 
(f)           Death of Participant.  Any Share Unit Award that becomes payable after the Participant’s death shall be distributed to the Participant’s beneficiary or beneficiaries.  Each recipient of a Share Unit Award under the Plan shall designate one or more beneficiaries for this purpose by filing the prescribed form with the Company.  A beneficiary designation may be changed by filing the prescribed form with the Company at any time before the Participant’s death.  If no beneficiary was designated or if no designated beneficiary survives the Participant, then any Share Unit Award that becomes payable after the Participant’s death shall be distributed to the Participant’s estate.
 
(g)           Creditors’ Rights.  A holder of Share Units shall have no rights, other than those of a general creditor of the Company.  Share Units represent an unfunded and unsecured obligation of the Company, subject to the terms and conditions of the applicable Share Unit Award Agreement.
 
SECTION 11.     CASH-BASED AWARDS.
 
The Committee may, in its sole discretion, grant Cash-Based Awards to any Participant in such number or amount and upon such terms, and subject to such conditions, as the Committee shall determine at the time of grant and specify in an applicable Award Agreement.  The Committee shall determine the maximum duration of the Cash-Based Award, the amount of cash which may be payable pursuant to the Cash-Based Award, the conditions upon which the Cash-Based Award shall become vested or payable, and such other provisions as the Committee shall determine.  Each Cash-Based Award shall specify a cash-denominated payment amount, formula, or payment range, as determined by the Committee.  Payment, if any, with respect to a Cash-Based Award shall be made in accordance with the terms of the Award and may be made in cash or in Shares, as the Committee determines.

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2022 STOCK INCENTIVE PLAN
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SECTION 12.      ADJUSTMENT OF SHARES.
 
(a)          Adjustments.  In the event of a subdivision of the outstanding Shares, a declaration of a dividend payable in Shares, a declaration of a dividend payable in a form other than Shares in an amount that has a material effect on the price of Shares, a combination or consolidation of the outstanding Shares (by reclassification or otherwise) into a lesser number of Shares, a recapitalization, a spin-off, or a similar occurrence, the Committee shall make appropriate and equitable adjustments in:
 
 
(i)
The number of Shares available for future Awards and the limitations set forth under Section 5;

 
(ii)
The number of Shares covered by each outstanding Award; and

 
(iii)
The Exercise Price under each outstanding Option and SAR.

(b)          Dissolution or Liquidation.  To the extent not previously exercised or settled, Options, SARs, and Share Units shall terminate immediately prior to the dissolution or liquidation of the Company.
 
(c)          Mergers or Reorganizations.  In the event that the Company is a party to a merger or other reorganization, outstanding Awards shall be subject to the agreement of merger or reorganization.  Subject to compliance with Section 409A, such agreement shall provide for:
 
 
(i)
The continuation of the outstanding Awards by the Company, if the Company is a surviving corporation;

 
(ii)
The assumption of the outstanding Awards by the surviving corporation or its parent or subsidiary;

 
(iii)
The substitution by the surviving corporation or its parent or subsidiary of its own awards for the outstanding Awards;

 
(iv)
Immediate vesting, exercisability, or settlement of outstanding Awards, followed by the cancellation of such Awards upon or immediately prior to the effectiveness of such transaction; or

 
(v)
Settlement of the intrinsic value of the outstanding Awards (whether or not then vested or exercisable) in cash or cash equivalents or equity (including cash or equity subject to deferred vesting and delivery consistent with the vesting restrictions applicable to such Awards or the underlying Shares), followed by the cancellation of such Awards (and, for the avoidance of doubt, if, as of the date of the occurrence of the transaction, the Committee determines in good faith 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); in each case, without the Participant’s consent.  Any acceleration of payment of an amount that is subject to Section 409A will be delayed, if necessary, until the earliest time that such payment would be permissible under Section 409A without triggering any additional taxes applicable under Section 409A.

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The Company will have no obligation to treat similarly all Awards, all Awards held by a Participant, or all Awards of the same type.
 
(d)          Reservation of Rights.  Except as provided in this Section 12, a Participant shall have no rights by reason of any subdivision or consolidation of Shares of any class, the payment of any dividend, or any other increase or decrease in the number of Shares of any class.  Any issue by the Company of Shares of any class, or securities convertible into Shares of any class, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number or Exercise Price of Shares subject to an Award.  The grant of an Award pursuant to the Plan shall not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations, or changes of its capital or business structure, to merge or consolidate, or to dissolve, liquidate, sell, or transfer all or any part of its business or assets.  In the event of any change affecting the Shares or the Exercise Price of Shares subject to an Award, including a merger or other reorganization, for reasons of administrative convenience, the Company, in its sole discretion, may refuse to permit the exercise of any Award during a period of up to thirty (30) days prior to the occurrence of such event.
 
SECTION 13.     DEFERRAL OF AWARDS.
 
(a)          Committee Powers.  Subject to compliance with Section 409A and to compliance with any applicable laws, rules or regulations, the Committee (in its sole discretion) may permit or require a Participant to:
 
 
(i)
Have cash that otherwise would be paid to such Participant as a result of the exercise of a SAR or the settlement of Share Units credited to a deferred compensation account established for such Participant by the Committee as an entry on the Company’s books;

 
(ii)
Have Shares that otherwise would be delivered to such Participant as a result of the exercise of an Option or SAR converted into an equal number of Share Units; or

 
(iii)
Have Shares that otherwise would be delivered to such Participant as a result of the exercise of an Option or SAR or the settlement of Share Units converted into amounts credited to a deferred compensation account established for such Participant by the Committee as an entry on the Company’s books.  Such amounts shall be determined by reference to the Fair Market Value of such Shares as of the date when they otherwise would have been delivered to such Participant.

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2022 STOCK INCENTIVE PLAN
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(b)          General Rules.  A deferred compensation account established under this Section 13 may be credited with interest or other forms of investment return, as determined by the Committee.  A Participant for whom such an account is established shall have no rights, other than those of a general creditor of the Company.  Such an account shall represent an unfunded and unsecured obligation of the Company and shall be subject to the terms and conditions of the applicable agreement between such Participant and the Company.  If the deferral or conversion of Awards is permitted or required, the Committee (in its sole discretion) may establish rules, procedures, and forms pertaining to such Awards, including (without limitation) the settlement of deferred compensation accounts established under this Section 13.
 
SECTION 14.      AWARDS UNDER OTHER PLANS.
 
The Company may grant awards under other plans or programs.  Such awards may be settled in the form of Shares issued under the Plan.  Such Shares shall be treated for all purposes under the Plan like Shares issued in settlement of Share Units and shall, when issued, reduce the number of Shares available under Section 5.
 
SECTION 15.     PAYMENT OF DIRECTOR’S FEES IN SECURITIES.
 
(a)          Effective Date. No provision of this Section 15 shall be effective, unless and until the Board has determined to implement such provision.
 
(b)          Elections to Receive NSOs, SARs, Restricted Shares, or Share Units.  Subject to compliance with any applicable laws, rules or regulations, an Outside Director may elect to receive his or her annual retainer payments and/or meeting fees from the Company in the form of cash, NSOs, SARs, Restricted Shares, Share Units, or a combination thereof, as determined by the Board.  Alternatively, the Board may mandate payment in any of such alternative forms.  Such NSOs, SARs, Restricted Shares, and Share Units shall be issued under the Plan.  An election under this Section 15 shall be filed with the Company on the prescribed form.
 
(c)          Number and Terms of NSOs, SARs, Restricted Shares, or Share Units.  The number of NSOs, SARs, Restricted Shares, or Share Units to be granted to Outside Directors in lieu of annual retainers and meeting fees that would otherwise be paid in cash shall be calculated in a manner determined by the Board.  The terms of such NSOs, SARs, Restricted Shares, or Sh Units shall also be determined by the Board.
 
SECTION 16.     LEGAL AND REGULATORY REQUIREMENTS.
 
Shares shall not be issued under the Plan, unless the issuance and delivery of such Shares complies with (or is exempt from) all applicable requirements of law, including (without limitation) the Securities Act, state securities laws and regulations, all applicable foreign securities laws and regulations and the regulations of any stock exchange on which the Company’s securities may then be listed, and the Company has obtained the approval or favorable ruling from any governmental agency which the Company determines is necessary or advisable.  The Company shall not be liable to a Participant or other persons as to: (a) the non-issuance or sale of Shares as to which the Company has not obtained from any regulatory body having jurisdiction the authority deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares under the Plan; and (b) any tax consequences expected, but not realized, by any Participant or other person due to the receipt, exercise, or settlement of any Award granted under the Plan.

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2022 STOCK INCENTIVE PLAN
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SECTION 17.      TAXES.
 
(a)          Withholding Taxes.  To the extent required by applicable federal, state, local, or foreign law, a Participant or his or her successor shall make arrangements satisfactory to the Company for the satisfaction of any withholding tax obligations that arise in connection with the Plan.  The Company shall not be required to issue any Shares or make any cash payment under the Plan, until such obligations are satisfied.
 
(b)          Share Withholding.  The Committee may permit a Participant to satisfy all or part of his or her withholding or income tax obligations by having the Company withhold all or a portion of any Shares that otherwise would be issued to him or her or by surrendering all or a portion of any Shares that he or she previously acquired.  Such Shares shall be valued at their Fair Market Value on the date when taxes otherwise would be withheld.  In no event may a Participant have Shares withheld that would otherwise be issued to him or her in excess of the number necessary to satisfy the maximum legally required tax withholding.
 
(c)          Section 409A.  Each Award that provides for “nonqualified deferred compensation” within the meaning of Section 409A shall be subject to such additional rules and requirements, as specified by the Committee from time to time in order to comply with Section 409A.  If any amount under such an Award is payable upon a “separation from service” (within the meaning of Section 409A) to a Participant who is then considered a “specified employee” (within the meaning of Section 409A), then no such payment shall be made prior to the date that is the earlier of (i) six (6) months and one day after the Participant’s separation from service or (ii) the Participant’s death, but only to the extent such delay is necessary to prevent such payment from being subject to interest, penalties, and/or additional tax imposed pursuant to Section 409A.  In addition, the settlement of any such Award may not be accelerated, except to the extent permitted by Section 409A.
 
SECTION 18.      TRANSFERABILITY.
 
Unless the agreement evidencing an Award (or an amendment thereto authorized by the Committee) expressly provides otherwise, no Award granted under the Plan, nor any interest in such Award, may be sold, assigned, conveyed, gifted, pledged, hypothecated, or otherwise transferred in any manner (prior to the vesting and lapse of any and all restrictions applicable to Shares issued under such Award), other than by will or the laws of descent and distribution; provided, however, that an ISO may be transferred or assigned only to the extent consistent with Section 422 of the Code.  Any purported assignment, transfer, or encumbrance in violation of this Section 18 shall be void and unenforceable against the Company.

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2022 STOCK INCENTIVE PLAN
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SECTION 19.     PERFORMANCE BASED AWARDS.
 
The number of Shares or other benefits granted, issued, retained, and/or vested under an Award may be made subject to the attainment of performance goals.  The Committee may utilize any performance criteria selected by it in its sole discretion to establish performance goals.
 
SECTION 20.     RECOUPMENT.
 
In the event that the Company is required to prepare restated financial results owing to an executive officer’s intentional misconduct or grossly negligent conduct, the Board (or a designated committee) shall have the authority, to the extent permitted by applicable law, to require reimbursement or forfeiture to the Company of the amount of bonus or incentive compensation (whether cash-based or equity-based) such executive officer received during the three (3) fiscal years preceding the year the restatement is determined to be required, to the extent that such bonus or incentive compensation exceeds what the officer would have received based on an applicable restated performance measure or target.  The Company will recoup incentive-based compensation from executive officers to the extent required under the Dodd-Frank Wall Street Reform and Consumer Protection Act and any rules, regulations, and listing standards that may be issued under that act.  Any right of recoupment under this provision will be in addition to, and not in lieu of, any other rights of recoupment that may be available to the Company. 
 
SECTION 21.     NO EMPLOYMENT RIGHTS.
 
No provision of the Plan, nor any Award granted under the Plan, shall be construed to give any person any right to become, to be treated as, or to remain an Employee or Consultant.  The Company and its Subsidiaries reserve the right to terminate any person’s Service at any time and for any reason, with or without notice.
 
SECTION 22.     DURATION AND AMENDMENTS.
 
(a)          Term of the Plan.  The Plan, as set forth herein, shall come into existence on the date of its adoption by the Board; provided, however, that no Award may be granted hereunder prior to the Effective Date.  The Board may suspend or terminate the Plan at any time.  No ISOs may be granted after the tenth (10th) anniversary of the earlier of (i) the date the Plan is adopted by the Board or (ii) the date the Plan is approved the shareholders of the Company.
 
(b)          Right to Amend the Plan.  The Board may amend the Plan at any time and from time to time.  Rights and obligations under any Award granted before amendment of the Plan shall not be materially impaired by such amendment, except with consent of the Participant.  An amendment of the Plan shall be subject to the approval of the Company’s shareholders only to the extent required by applicable laws, regulations, or rules.

CENNTRO ELECTRIC GROUP LIMITED
2022 STOCK INCENTIVE PLAN
21

(c)          Effect of Termination.  No Awards shall be granted under the Plan after the termination thereof.  The termination of the Plan shall not affect Awards previously granted under the Plan.
 
SECTION 23.     AWARDS TO NON-U.S. PARTICIPANTS.
 
Awards may be granted to Participants who are non-United States nationals or employed or providing services outside the United States, or both, on such terms and conditions different from those applicable to Awards to Participants who are employed or providing services in the United States as may, in the judgment of the Committee, be necessary or desirable to recognize differences in local law, tax policy, or custom.  The Committee also may impose conditions on the exercise, vesting, or settlement of Awards in order to minimize the Company’s obligation with respect to tax equalization for Participants on assignments outside their home country.
 
SECTION 24.     GOVERNING LAW.
 
The Plan and each Award Agreement shall be governed by the laws of New South Wales, Australia, without application of the conflicts of law principles thereof.
 
SECTION 25.     SUCCESSORS AND ASSIGNS.
 
The terms of the Plan shall be binding upon and inure to the benefit of the Company and any successor entity, including any successor entity contemplated by Section 12(c).
 
SECTION 26.     EXECUTION.
 
To record the adoption of the Plan by the Board, the Company has caused its authorized officer to execute the same.

CENNTRO ELECTRIC GROUP LIMITED
2022 STOCK INCENTIVE PLAN
22

 
CENNTRO ELECTRIC GROUP LIMITED
   
 
By:
/s/ Peter Z. Wang
 
Name:
Peter Z. Wang
 
Title:
Chief Executive Officer

CENNTRO ELECTRIC GROUP LIMITED
2022 STOCK INCENTIVE PLAN
23

CENNTRO ELECTRIC GROUP LIMITED
2022 STOCK INCENTIVE PLAN
NOTICE OF STOCK OPTION GRANT
 
You have been granted the following Option (this “Option” or this “Award”) to purchase fully paid ordinary shares (“Shares”) of Cenntro Electric Group Limited (ACN 619 054 938) (the “Company”) under the Cenntro Electric Group Limited 2022 Stock Incentive Plan (as may be amended from time to time, the “Plan”):
 
Name of Optionee:
[Name of Optionee]
   
Grant Date:
[Date of Grant]
   
Total Number of Shares Subject to
Option:
[Total Shares]
   
Type of Option:
☐  Incentive Stock Option
☐  Nonstatutory Stock Option
   
Exercise Price Per Share:
$[Exercise Price]
   
Vesting Commencement Date:
[Vesting Commencement Date]
   
Vesting Schedule:
[This Option becomes exercisable when you complete [●] months of continuous Service as an Employee or a Consultant from the Vesting Commencement Date.  Actual vesting schedule to be inserted.]
   
Expiration Date:
[Expiration Date] This Option expires earlier if your Service terminates earlier, as described in the Stock Option Agreement.

By your written signature below (or your electronic acceptance) and the signature of the Company’s representative below, you and the Company agree that this Option is granted under and governed by the terms and conditions of the Plan and the Stock Option Agreement (this “Agreement”), both of which are attached to and made a part of this document.

By your written signature below (or your electronic acceptance), you further agree that the Company may deliver by e-mail all documents relating to the Plan or this Agreement (including without limitation, prospectuses required by the Securities and Exchange Commission) and all other documents that the Company is required to deliver to its security holders (including, without limitation, annual reports and proxy statements).  You also agree that (a) the Company may deliver these documents by posting them on a website maintained by the Company or by a third party under contract with the Company and (b) you are person to whom the Company can make an offer without preparing a disclosure document which complies with the requirements of the Australian Corporations Act 2001 (Cth) (“Corporations Act”) because you fall within an exception in section 708 or Section 761G(7) of the Corporations Act in respect of the offer of Options to you.  If the Company posts these documents on a website, it will notify you by e-mail.  Should you electronically accept this Agreement, you agree to the following:  “This electronic contract contains my electronic signature, which I have executed with the intent to sign this Agreement.”
 
OPTIONEE
 
CENNTRO ELECTRIC GROUP LIMITED
     
   
By:
 
Optionee’s Signature
     

 
Name:
 
       

 
Title:
 
Optionee’s Printed Name
   

1

CENNTRO ELECTRIC GROUP LIMITED
2022 STOCK INCENTIVE PLAN
STOCK OPTION AGREEMENT
 
The Plan and Other
Agreements
The Option that you are receiving is granted pursuant and subject in all respects to the applicable provisions of the Plan, which is incorporated herein by reference.  Capitalized terms not defined in this Agreement will have the meanings ascribed to them in the Plan.

The attached Notice, this Agreement, and the Plan constitute the entire understanding between you and the Company regarding this Award.  Any prior agreements, commitments, or negotiations concerning this Option are superseded.  This Agreement may be amended by the Committee without your consent; however, if any such amendment would materially impair your rights or obligations under this Agreement, this Agreement may be amended only by another written agreement, signed by you and the Company.
   
Tax Treatment
This Option is intended to be an incentive stock option under Section 422 of the Code or a nonstatutory option, as provided in the Notice of Stock Option Grant.  Even if this Option is designated as an incentive stock option, it will be deemed to be a nonstatutory option to the extent required by the $100,000 annual limitation under Section 422(d) of the Code.
   
Vesting
This Option becomes exercisable in installments, as shown in the Notice of Stock Option Grant.  This Option will in no event become exercisable for additional Shares after your Service as an Employee or a Consultant has terminated for any reason.
   
Term
This Option expires in any event at the close of business at Company headquarters on the day before the tenth (10th) anniversary of the Grant Date, as shown on the Notice of Stock Option Grant (fifth (5th) anniversary for a more than ten percent (10%) shareholder, as provided under the Plan if this is an incentive stock option).  This Option may expire earlier if your Service terminates, as described below.
   
Regular Termination
If your Service terminates for any reason, except due to your death or Disability, then this Option will expire at the close of business at Company headquarters on the date three (3) months after the date your Service terminates (or, if earlier, the Expiration Date).  The Company determines when your Service terminates for this purpose and all purposes under the Plan and its determinations are conclusive and binding on all persons.

2

Death
If your Service terminates because of your death, then this Option will expire at the close of business at Company headquarters on the date twelve (12) months after the date your Service terminates (or, if earlier, the Expiration Date).  During that period of up to twelve (12) months, your estate or heirs may exercise this Option.
   
Disability
If your Service terminates because of your Disability, then this Option will expire at the close of business at Company headquarters on the date twelve (12) months after the date your Service terminates (or, if earlier, the Expiration Date).
   
Leaves of Absence
For purposes of this Option, your Service does not terminate when you go on a military leave, a sick leave, or another bona fide leave of absence, if the leave of absence was approved by the Company in writing and if continued crediting of Service is required by the terms of the leave or by applicable law.  But your Service terminates when the approved leave ends, unless you immediately return to active work.
If you go on a leave of absence, then, subject to applicable laws, the vesting schedule specified in the Notice of Stock Option Grant may be adjusted in accordance with the Company’s leave of absence policy or the terms of your leave.  If you commence working on a part-time basis, then the vesting schedule specified in the Notice of Stock Option Grant may be adjusted in accordance with the Company’s part-time work policy or the terms of an agreement between you and the Company pertaining to your part-time schedule.
   
Restrictions on
Exercise
The Company will not permit you to exercise this Option if the issuance of Shares at that time would violate any law or regulation.  The inability of the Company to obtain approval from any regulatory body having authority deemed by the Company to be necessary to the lawful issuance and sale of the Shares pursuant to this Option will relieve the Company of any liability with respect to the non-issuance or sale of the Shares as to which such approval will not have been obtained.
   
Notice of Exercise
When you wish to exercise this Option, you must provide a written or electronic notice of exercise form (substantially in the form attached to this Agreement as Exhibit A) in accordance with such procedures as are established by the Company and communicated to you from time to time.  Any notice of exercise must specify how many Shares you wish to purchase and how your Shares should be registered.  The notice of exercise will be effective when it is received by the Company.  If someone else wants to exercise this Option after your death, that person must prove to the Company’s satisfaction that he or she is entitled to do so.

3

Form of Payment
When you submit your notice of exercise, you must include payment of the Option exercise price for the Shares you are purchasing.  Payment may be made in the following form(s):

•     Your personal check, a cashier’s check, a money order, or a wire transfer.

•     Certificates for Shares that you own, along with any forms needed to effect a transfer of those Shares to the Company.  The value of the Shares, determined as of the effective date of the Option exercise, will be applied to the Option exercise price.  Instead of surrendering Shares, you may attest to the ownership of those Shares on a form provided by the Company and have the same number of Shares subtracted from the Shares issued to you upon exercise of this Option.  However, you may not surrender or attest to the ownership of Shares in payment of the exercise price if your action would cause the Company to recognize a compensation expense (or additional compensation expense) with respect to this Option for financial reporting purposes.

•     By delivery on a form approved by the Company of an irrevocable direction to a securities broker approved by the Company to sell all or part of the Shares that are issued to you when you exercise this Option and to deliver to the Company from the sale proceeds an amount sufficient to pay the Option exercise price and any withholding taxes.  The balance of the sale proceeds, if any, will be delivered to you.  The directions must be given by providing a notice of exercise form approved by the Company.

•     By delivery on a form approved by the Company of an irrevocable direction to a securities broker or lender approved by the Company to pledge Shares that are issued to you when you exercise this Option as security for a loan and to deliver to the Company from the loan proceeds an amount sufficient to pay the Option exercise price and any withholding taxes.  The directions must be given by providing a notice of exercise form approved by the Company.

•     If permitted by the Committee, by a “net exercise” arrangement, pursuant to which the number of Shares issuable upon exercise of the Option will be reduced by the largest whole number of Shares having an aggregate Fair Market Value that does not exceed the aggregate exercise price (plus tax withholdings, if applicable) and any remaining balance of the aggregate exercise price (and/or applicable tax withholdings) not satisfied by such reduction in the number of whole Shares to be issued will be paid by you in cash or any other form of payment permitted under this Option.  The directions must be given by providing a notice of exercise form approved by the Company.

•     Any other form permitted by the Committee in its sole discretion.

Notwithstanding the foregoing, payment may not be made in any form that is unlawful, as determined by the Committee in its sole discretion.

4

Withholding Taxes
and Share
Withholding
Regardless of any action the Company and/or the Subsidiary or Affiliate employing you (“Employer”) takes with respect to any or all income tax, social insurance, payroll tax, payment on account, or other tax-related withholding (“Tax-Related Items”), you acknowledge that the ultimate liability for all Tax-Related Items legally due by you is and remains your responsibility and that the Company and/or your Employer (1) make no representation or undertaking regarding the treatment of any Tax-Related Items in connection with any aspect of this Option grant, including the grant, vesting, or exercise of this Option, the subsequent sale of Shares acquired pursuant to such exercise and the receipt of any dividends; and (2) do not commit to structure the terms of the grant or any aspect of this Option to reduce or eliminate your liability for Tax-Related Items.

Prior to exercise of this Option, you will pay or make adequate arrangements satisfactory to the Company and/or your Employer to satisfy all withholding and payment on account of obligations of the Company and/or your Employer.  In this regard, you authorize the Company and/or your Employer to withhold all applicable Tax-Related Items legally payable by you from your wages or other cash compensation paid to you by the Company and/or your Employer.  With the Company’s consent, these arrangements may also include, if permissible under local law, (a) withholding Shares that otherwise would be issued to you when you exercise this Option; provided that the Company only withholds the amount of Shares necessary to satisfy the maximum legally required tax withholding, (b) having the Company withhold taxes from the proceeds of the sale of the Shares, either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization), or (c) any other arrangement approved by the Committee.  The Fair Market Value of the Shares, determined as of the effective date of the Option exercise, will be applied as a credit against the withholding taxes.  Finally, you will pay to the Company or your Employer any amount of Tax-Related Items that the Company or your Employer may be required to withhold as a result of your participation in the Plan or your purchase of Shares that cannot be satisfied by the means previously described.  The Company may refuse to honor the exercise and refuse to deliver the Shares if you fail to comply with your obligations in connection with the Tax-Related Items as described in this section.

5

Restrictions on Resale
You agree not to sell any Shares at a time when applicable laws, Company policies, or an agreement between the Company and its underwriters prohibit a sale.  This restriction will apply as long as your Service continues and for such period of time after the termination of your Service as the Company may specify.
   
Transfer of Option
In general, only you can exercise this Option prior to your death.  You may not sell, transfer, assign, pledge, or otherwise dispose of this Option, other than as designated by you, by will, or by the laws of descent and distribution, except as provided below.  For instance, you may not use this Option as security for a loan.  If you attempt to do any of these things, this Option will immediately become invalid.  You may in any event dispose of this Option in your will.  Regardless of any marital property settlement agreement, the Company is not obligated to honor a notice of exercise from your former spouse, nor is the Company obligated to recognize your former spouse’s interest in this Option in any other way.

However, if this Option is designated as a nonstatutory stock option in the Notice of Stock Option Grant, then the Committee may, in its sole discretion and subject to applicable laws, allow you to transfer this Option as a gift to one or more family members.  For purposes of this Agreement, “family member” means a child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law (including adoptive relationships), any individual sharing your household (other than a tenant or employee), a trust in which one or more of these individuals have more than fifty percent (50%) of the beneficial interest, a foundation in which you or one or more of these persons control the management of assets, and any entity in which you or one or more of these persons own more than fifty percent (50%) of the voting interest.

In addition, if this Option is designated as a nonstatutory stock option in the Notice of Stock Option Grant, then the Committee may, in its sole discretion and subject to applicable laws, allow you to transfer this Option to your spouse or former spouse pursuant to a domestic relations order in settlement of marital property rights.

The Committee will allow you to transfer this Option only if both you and the transferee(s) execute the forms prescribed by the Committee, which include the consent of the transferee(s) to be bound by this Agreement.

6

Retention Rights
Neither this Option nor this Agreement gives you the right to be employed or retained by the Company or any Subsidiary or Affiliate of the Company in any capacity.  The Company and its Subsidiaries and Affiliates reserve the right to terminate your Service at any time, with or without cause.
   
Shareholder Rights
This Option carries neither voting rights nor rights to dividends.  You, and your estate and heirs, have no rights as a shareholder of the Company, unless and until you have exercised this Option by giving the required notice to the Company and paying the exercise price.  No adjustments will be made for dividends or other rights if the applicable record date occurs before you exercise this Option, except as described in the Plan.
   
Adjustments
The number of Shares covered by this Option and the exercise price per Share will, subject to applicable laws, be subject to adjustment in the event of a share split, a share dividend, or a similar change in Shares, and in other circumstances, as set forth in the Plan.  The forfeiture provisions and restrictions described above will apply to all new, substitute, or additional stock options or securities to which you are entitled by reason of this Award.
   
Successors and
Assigns
Except as otherwise provided in the Plan or this Agreement, every term of this Agreement will be binding upon and inure to the benefit of the parties hereto and their respective heirs, legatees, legal representatives, successors, transferees, and assigns.
   
Notice
Any notice required or permitted under this Agreement will be given in writing and will be deemed effectively given upon the earliest of personal delivery, receipt, or the third (3rd) full day following mailing with postage and fees prepaid, addressed to the other party hereto at the address last known in the Company’s records or at such other address as such party may designate by ten (10) days’ advance written notice to the other party hereto.
   
Section 409A of the
Code
To the extent this Agreement is subject to, and not exempt from, Section 409A of the Code, this Agreement is intended to comply with Section 409A, and its provisions will be interpreted in a manner consistent with such intent.  You acknowledge and agree that changes may be made to this Agreement to avoid adverse tax consequences to you under Section 409A.

7

Applicable Law and
Choice of Venue
This Agreement will be interpreted and enforced under the laws of New South Wales, Australia, without application of the conflicts of law principles thereof.
 
For purposes of litigating any dispute that arises directly or indirectly from the relationship of the parties evidenced by this Award or this Agreement, the parties hereby submit to and consent to the non-exclusive jurisdiction of New South Wales, Australia and agree that any such litigation may be conducted in the courts of New South Wales, Australia.
   
Miscellaneous
You understand and acknowledge that (1) the Plan is entirely discretionary, (2) the Company and your Employer have reserved the right to amend, suspend, or terminate the Plan at any time, (3) the grant of this Option does not in any way create any contractual or other right to receive additional grants of options (or benefits in lieu of options) at any time or in any amount, and (4) all determinations with respect to any additional grants, including (without limitation) the times when options will be granted, the number of Shares subject to awards, the exercise price, and the vesting schedule, will be at the sole discretion of the Company.

The value of this Option will be an extraordinary item of compensation outside the scope of your employment contract, if any, and will not be considered a part of your normal or expected compensation for purposes of calculating severance, resignation, redundancy, or end-of-service payments, bonuses, long-service awards, pension or retirement benefits, or similar payments.

You understand and acknowledge that participation in the Plan ceases upon termination of your Service for any reason, except as may explicitly be provided otherwise in the Plan or this Agreement.

You hereby authorize and direct your Employer to disclose to the Company or any Subsidiary or Affiliate any information regarding your employment, the nature and amount of your compensation, and the fact and conditions of your participation in the Plan, as your Employer deems necessary or appropriate to facilitate the administration of the Plan.

8

 
You consent to the collection, use, and transfer of personal data as described in this subsection.  You understand and acknowledge that the Company, your Employer, and the Company’s other Subsidiaries and Affiliates hold certain personal information regarding you for the purpose of managing and administering the Plan, including (without limitation) your name, home address, telephone number, date of birth, social insurance or other government identification number, salary, nationality, job title, any Shares or directorships held in the Company and details of all options or any other entitlements to Shares awarded, canceled, exercised, vested, unvested, or outstanding in your favor (the “Data”).  You further understand and acknowledge that the Company, its Subsidiaries, and/or its Affiliates will transfer Data among themselves as necessary for the purpose of implementation, administration, and management of your participation in the Plan and that the Company, its Subsidiaries, and/or its Affiliates may each further transfer Data to any third party assisting the Company in the implementation, administration, and management of the Plan.  You understand and acknowledge that the recipients of Data may be located in the United States or elsewhere, and that the laws of a recipient’s country of operation (e.g., the United States) may not have equivalent privacy protections as local laws where you reside or work.  You authorize such recipients to receive, possess, use, retain and transfer Data, in electronic or other form, for the purpose of administering your participation in the Plan, including a transfer to any broker or other third party with whom you elect to deposit Shares acquired under the Plan of such Data as may be required for the administration of the Plan and/or the subsequent holding of Shares on your behalf.  You may, at any time, view the Data, require any necessary modifications of Data, make inquiries about the treatment of Data, or withdraw the consents set forth in this subsection by contacting the Human Resources Department of the Company in writing.

BY SIGNING THE COVER SHEET OF THIS AGREEMENT, YOU AGREE TO ALL
OF THE TERMS AND CONDITIONS DESCRIBED ABOVE AND IN THE PLAN.
 
9

EXHIBIT A

CENNTRO ELECTRIC GROUP LIMITED
2022 STOCK INCENTIVE PLAN
NOTICE OF EXERCISE OF STOCK OPTION
 
OPTIONEE INFORMATION:

Name:
 
   
Social Security
Number:
 
   
Employee Number:
 
   
Address:
 
   
   

OPTION INFORMATION:

Grant Date:
   
Exercise Price per Share:
 
$
Total Number of Shares of Cenntro Electric Group Limited (the “Company”) Covered by Option:
   
Type of Stock Option:
 
☐  Nonstatutory (NSO)
   
☐  Incentive (ISO)
Number of Shares of the Company for which Option is Being Exercised Now:
 
 
(“Purchased Shares”)
Total Exercise Price for the Purchased Shares:
 
$
Form of Payment:
 
☐  Cash or  Check for $
payable to “Cenntro Electric Group Limited”
☐  Cashless exercise
☐  Net exercise
Name(s) in which the Purchased Shares should be Registered:
   
The Certificate for the Purchased Shares (if any) should be sent to the Following Address:
   

A-1

ACKNOWLEDGMENTS:
 
1.
I understand that all sales of Purchased Shares are subject to compliance with the Company’s policy on securities trades.
 
2.
I hereby acknowledge that I received and read a copy of the prospectus describing the Cenntro Electric Group Limited 2022 Stock Incentive Plan and the tax consequences of an exercise.
 
3.
In the case of a nonstatutory option, I understand that I must recognize ordinary income equal to the spread between the fair market value of the Purchased Shares on the date of exercise and the exercise price.  I further understand that I am required to pay withholding taxes at the time of exercising a nonstatutory option.
 
4.
In the case of an incentive stock option, I agree to notify the Company if I dispose of the Purchased Shares before I have met both of the tax holding periods applicable to incentive stock options (that is, if I dispose of the Purchased Shares prior to the date that is two (2) years after the Grant Date and one (1) year after the date the option was exercised).
 
SIGNATURE AND DATE:
 
 
     
 
  , 20

A-2

CENNTRO ELECTRIC GROUP LIMITED
2022 STOCK INCENTIVE PLAN
NOTICE OF CASH-SETTLED STOCK OPTION GRANT
FOR CHINA PARTICIPANTS
 
You have been granted the following Cash-Settled Option (this “Option” or this “Award”) covering fully paid ordinary shares (“Shares”) of Cenntro Electric Group Limited (ACN 619 054 938) (the “Company”) under the Cenntro Electric Group Limited 2022 Stock Incentive Plan (as may be amended from time to time, the “Plan”):
 
Name of Optionee:
[Name of Optionee]
   
Grant Date:
[Date of Grant]
   
Total Number of Shares Subject to
Option:
[Total Shares]
   
Type of Option:
☐  Nonstatutory Stock Option
   
Exercise Price Per Share:
$[Exercise Price]
   
Vesting Commencement Date:
[Vesting Commencement Date]
   
Vesting Schedule:
[This Option becomes exercisable when you complete [●] months of continuous Service as an Employee or a Consultant from the Vesting Commencement Date.  Actual vesting schedule to be inserted.]
   
Expiration Date:
[Expiration Date] This Option expires earlier if your Service terminates earlier, as described in the Cash-Settled Stock Option Agreement for China Participants.

By your written signature below (or your electronic acceptance) and the signature of the Company’s representative below, you and the Company agree that this Option is granted under and governed by the terms and conditions of the Plan and the Cash-Settled Stock Option Agreement for China Participants (this “Agreement”), both of which are attached to and made a part of this document.
 
By your written signature below (or your electronic acceptance), you further agree that the Company may deliver by e-mail all documents relating to the Plan or this Agreement (including, without limitation, prospectuses required by the Securities and Exchange Commission) and all other documents that the Company is required to deliver to its security holders (including, without limitation, annual reports and proxy statements).  You also agree that the Company may deliver these documents by posting them on a website maintained by the Company or by a third party under contract with the Company.  If the Company posts these documents on a website, it will notify you by e-mail.  Should you electronically accept this Agreement, you agree to the following: “This electronic contract contains my electronic signature, which I have executed with the intent to sign this Agreement.”
 
OPTIONEE
 
CENNTRO ELECTRIC GROUP LIMITED
     
   
By:
 
Optionee’s Signature
     

 
Name:
 
       
Optionee’s Printed Name
 
Title:
 

1

CENNTRO ELECTRIC GROUP LIMITED
2022 STOCK INCENTIVE PLAN
CASH-SETTLED STOCK OPTION AGREEMENT
FOR CHINA PARTICIPANTS
 
The Plan and Other
Agreements
The Option that you are receiving is granted pursuant and subject in all respects to the applicable provisions of the Plan, which is incorporated herein by reference.  Capitalized terms not defined in this Agreement will have the meanings ascribed to them in the Plan.

The attached Notice of Cash-Settled Stock Option Grant for China Participants (the “Grant Notice”), this Agreement, and the Plan constitute the entire understanding between you and the Company regarding this Option.  Any prior agreements, commitments, or negotiations concerning this Option are superseded.  This Agreement may be amended by the Committee without your consent; however, if any such amendment would materially impair your rights or obligations under this Agreement, this Agreement may be amended only by another written agreement, signed by you and the Company.
   
Tax Treatment
This Option is intended to be a nonstatutory option that is not intended to qualify as an incentive stock option under Section 422 of the Code, as provided in the Grant Notice.
   
Vesting
This Option becomes exercisable in installments, as shown in the Grant Notice.  This Option will in no event become exercisable with respect to additional Shares after your Service as an Employee or a Consultant has terminated for any reason.
   
Term
This Option expires in any event at the close of business at Company headquarters on the day before the tenth (10th) anniversary of the Grant Date, as shown on the Grant Notice. This Option may expire earlier if your Service terminates, as described below.
   
Regular Termination
If your Service terminates for any reason, except due to your death or Disability, then this Option will expire at the close of business at Company headquarters on the date three (3) months after the date your Service terminates (or, if earlier, the Expiration Date).  The Company determines when your Service terminates for this purpose and all purposes under the Plan and its determinations are conclusive and binding on all persons.
   
Death
If your Service terminates because of your death, then this Option will expire at the close of business at Company headquarters on the date twelve (12) months after the date your Service terminates (or, if earlier, the Expiration Date).  During that period of up to twelve (12) months, your estate or heirs may exercise this Option.

2

Disability
If your Service terminates because of your Disability, then this Option will expire at the close of business at Company headquarters on the date twelve (12) months after the date your Service terminates (or, if earlier, the Expiration Date).
   
Leaves of Absence
For purposes of this Option, your Service does not terminate when you go on a military leave, a sick leave, or another bona fide leave of absence, if the leave of absence was approved by the Company in writing and if continued crediting of Service is required by the terms of the leave or by applicable law.  But your Service terminates when the approved leave ends, unless you immediately return to active work.

If you go on a leave of absence, then, subject to applicable laws, the vesting schedule specified in the Grant Notice may be adjusted in accordance with the Company’s leave of absence policy or the terms of your leave.  If you commence working on a part-time basis, then the vesting schedule specified in the Grant Notice may be adjusted in accordance with the Company’s part-time work policy or the terms of an agreement between you and the Company pertaining to your part-time schedule.
   
Restrictions on
Exercise
The Company will not permit you to exercise this Option if the payment of cash for each exercised Share at that time would violate any law or regulation.  The inability of the Company to obtain approval from any regulatory body having authority deemed by the Company to be necessary to permit the lawful payment of cash for each exercised Share pursuant to this Option will relieve the Company of any liability with respect to the non-payment of the cash as to which such approval will not have been obtained.
   
Notice of Exercise
When you wish to exercise this Option, you must provide a written or electronic notice of exercise form (substantially in the form attached to this Agreement as Exhibit A) in accordance with such procedures as are established by the Company and communicated to you from time to time.  Any notice of exercise must specify how many Shares you wish to exercise.  The notice of exercise will be effective when it is received by the Company.  If someone else wants to exercise this Option after your death, that person must prove to the Company’s satisfaction that he or she is entitled to do so.

3

Form of Payment
When you submit your notice of exercise, you must include payment of the Option exercise price for the Shares you are exercising, which shall in all events be made by a “net exercise” arrangement pursuant to which the number of Shares settleable in cash upon exercise of the Option will be reduced by the largest whole number of Shares having an aggregate Fair Market Value that does not exceed the aggregate exercise price (plus tax withholdings, if applicable) and any remaining balance of the aggregate exercise price (and/or applicable tax withholdings) not satisfied by such reduction in the number of whole Shares to be settled in cash will be paid by you in cash or any other form of payment permitted by the Committee in its sole discretion.  Notwithstanding the foregoing, payment may not be made in any form that is unlawful, as determined by the Committee in its sole discretion.
   
Payment upon
Exercise
Upon exercise of all or a specified portion of your vested Option, you (or such other person entitled to exercise the Option pursuant to this Agreement and the Plan) shall be entitled to receive from the Company an amount in cash for each exercised Share equal to the excess of the Fair Market Value of one Share on the date of exercise over the Exercise Price per Share of the Option, less applicable tax withholdings.
   
Withholding Taxes
and Share
Withholding
Regardless of any action the Company and/or the Subsidiary or Affiliate employing you (“Employer”) takes with respect to any or all income tax, social insurance, payroll tax, payment on account, or other tax-related withholding (“Tax-Related Items”), you acknowledge that the ultimate liability for all Tax-Related Items legally due by you is and remains your responsibility and that the Company and/or your Employer (1) make no representation or undertaking regarding the treatment of any Tax-Related Items in connection with any aspect of this Option grant, including the grant, vesting, or exercise of this Option; and (2) do not commit to structure the terms of the grant or any aspect of this Option to reduce or eliminate your liability for Tax-Related Items.

You acknowledge and agree that the Company and/or your Employer may be required by the laws, regulations, or rules in China, effective or amended from time to time, to be responsible for the tax-related withholding in connection with the grant or exercise of this Option, or any income generated therefrom. You hereby agree and authorize the Company and/or your Employer to disclose, report, or register the grant and exercise of this Option with any governmental authorities in China and deduct any amount from any payment to you in order to satisfy all withholding and payment on account of obligations that the Company believes so required.

In case that the Company determines that you shall be responsible for your own taxes incurred under this Award, you shall undertake to the Company and/or your Employer to timely file and pay any such taxes as soon as applicable and in any event within the period of time required by the applicable laws, regulations, and rules then effective. You shall indemnify the Company and/or your Employer for any failure to withhold claims brought by any applicable governmental authority due to your failure or delay of the payment of any taxes. The Company may refuse to honor the exercise and refuse to deliver cash if you fail to comply with your obligations in connection with the Tax-Related Items, as described in this section.

4

Transfer of Option
In general, only you can exercise this Option prior to your death.  You may not sell, transfer, assign, pledge, or otherwise dispose of this Option, other than as designated by you, by will, or by the laws of descent and distribution, except as provided below.  For instance, you may not use this Option as security for a loan.  If you attempt to do any of these things, this Option will immediately become invalid.  You may in any event dispose of this Option in your will.  Regardless of any marital property settlement agreement, the Company is not obligated to honor a notice of exercise from your former spouse, nor is the Company obligated to recognize your former spouse’s interest in this Option in any other way.

However, the Committee may, in its sole discretion and subject to applicable law, allow you to transfer this Option as a gift to one or more family members.  For purposes of this Agreement, “family member” means a child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law (including adoptive relationships), any individual sharing your household (other than a tenant or employee), a trust in which one or more of these individuals have more than fifty percent (50%) of the beneficial interest, a foundation in which you or one or more of these persons control the management of assets, and any entity in which you or one or more of these persons own more than fifty percent (50%) of the voting interest.

In addition, the Committee may, in its sole discretion and subject to applicable law, allow you to transfer this Option to your spouse or former spouse pursuant to a domestic relations order in settlement of marital property rights.

The Committee will allow you to transfer this Option only if both you and the transferee(s) execute the forms prescribed by the Committee, which include the consent of the transferee(s) to be bound by this Agreement.
   
Retention Rights
Neither this Option nor this Agreement gives you the right to be employed or retained by the Company or any Subsidiary or Affiliate of the Company in any capacity.  The Company and its Subsidiaries and Affiliates reserve the right to terminate your Service at any time, with or without cause.

5

Shareholder Rights
The Shares the subject of this Option represent only the Company’s unfunded and unsecured promise to deliver cash on a future date under specified conditions.  As a holder of this Option, you have no rights, other than the rights of a general creditor of the Company.  Your Option carries neither voting rights nor rights to dividends.  You have no rights as a shareholder of the Company.
   
Adjustments
The number of Shares covered by this Option and the exercise price per Share will, subject to applicable law, be subject to adjustment in the event of a share split, a share dividend, or a similar change in Company Shares, and in other circumstances, as set forth in the Plan.  The forfeiture provisions and restrictions described above will apply to all new, substitute, or additional stock options or securities to which you are entitled by reason of this Award.
   
Successors and
Assigns
Except as otherwise provided in the Plan or this Agreement, every term of this Agreement will be binding upon and inure to the benefit of the parties hereto and their respective heirs, legatees, legal representatives, successors, transferees, and assigns.
   
Notice
Any notice required or permitted under this Agreement will be given in writing and will be deemed effectively given upon the earliest of personal delivery, receipt, or the third (3rd) full day following mailing with postage and fees prepaid, addressed to the other party hereto at the address last known in the Company’s records or at such other address as such party may designate by ten (10) days’ advance written notice to the other party hereto.
   
Section 409A of the
Code
To the extent this Agreement is subject to, and not exempt from, Section 409A of the Code, this Agreement is intended to comply with Section 409A, and its provisions will be interpreted in a manner consistent with such intent.  You acknowledge and agree that changes may be made to this Agreement to avoid adverse tax consequences to you under Section 409A.
   
Applicable Law and
Choice of Venue
This Agreement will be interpreted and enforced under the laws of New South Wales, Australia, without application of the conflicts of law principles thereof.
 
For purposes of litigating any dispute that arises directly or indirectly from the relationship of the parties evidenced by this Award or this Agreement, the parties hereby submit to and consent to the non-exclusive jurisdiction of New South Wales, Australia and agree that any such litigation may be conducted in the courts of New South Wales, Australia.

6

Miscellaneous
You understand and acknowledge that (1) the Plan is entirely discretionary, (2) the Company and your Employer have reserved the right to amend, suspend, or terminate the Plan at any time, (3) the grant of this Option does not in any way create any contractual or other right to receive additional grants of options (or benefits in lieu of options) at any time or in any amount, and (4) all determinations with respect to any additional grants, including (without limitation) the times when options will be granted, the number of Shares subject to awards, the exercise price, and the vesting schedule, will be at the sole discretion of the Company.

The value of this Option will be an extraordinary item of compensation outside the scope of your employment contract, if any, and will not be considered a part of your normal or expected compensation for purposes of calculating severance, resignation, redundancy, or end-of-service payments, bonuses, long-service awards, pension or retirement benefits, or similar payments.

You understand and acknowledge that participation in the Plan ceases upon termination of your Service for any reason, except as may explicitly be provided otherwise in the Plan or this Agreement.

You hereby authorize and direct your Employer to disclose to the Company or any Subsidiary or Affiliate any information regarding your employment, the nature and amount of your compensation, and the fact and conditions of your participation in the Plan, as your Employer deems necessary or appropriate to facilitate the administration of the Plan.

You consent to the collection, use, and transfer of personal data as described in this subsection.  You understand and acknowledge that the Company, your Employer, and the Company’s other Subsidiaries and Affiliates hold certain personal information regarding you for the purpose of managing and administering the Plan, including (without limitation) your name, home address, telephone number, date of birth, social insurance or other government identification number, salary, nationality, job title, any Shares or directorships held in the Company and details of all options or any other entitlements to Shares awarded, canceled, exercised, vested, unvested, or outstanding in your favor (the “Data”).  You further understand and acknowledge that the Company, its Subsidiaries, and/or its Affiliates will transfer Data among themselves as necessary for the purpose of implementation, administration, and management of your participation in the Plan and that the Company, its Subsidiaries and/or its Affiliates may each further transfer Data to any third party assisting the Company in the implementation, administration, and management of the Plan.  You understand and acknowledge that the recipients of Data may be located in the United States or elsewhere, and that the laws of a recipient’s country of operation (e.g., the United States) may not have equivalent privacy protections as local laws where you reside or work.  You authorize such recipients to receive, possess, use, retain, and transfer Data, in electronic or other form, for the purpose of administering your participation in the Plan.  You may, at any time, view the Data, require any necessary modifications of Data, make inquiries about the treatment of Data, or withdraw the consents set forth in this subsection by contacting the Human Resources Department of the Company in writing.

BY SIGNING THE COVER SHEET OF THIS AGREEMENT, YOU AGREE TO
ALL OF THE TERMS AND CONDITIONS DESCRIBED ABOVE AND IN THE PLAN.
 
7

EXHIBIT A

CENNTRO ELECTRIC GROUP LIMITED
2022 STOCK INCENTIVE PLAN
NOTICE OF EXERCISE OF CASH-SETTLED STOCK OPTION
FOR CHINA PARTICIPANTS
 
OPTIONEE INFORMATION:

Name:
 
   
Social Security
Number:
 
   
Employee Number:
 
   
Address:
 
   
   

OPTION INFORMATION:

Grant Date:
   
Exercise Price per Share:
 
$
Total Number of Shares of Cenntro Electric Group Limited (the “Company”) Covered by Option:
   
Type of Stock Option:
 
☐  Nonstatutory (NSO)
Number of Shares of the Company for which Option is Being Exercised Now:
 
 
(“Exercised Shares”)
Total Exercise Price for the Exercised Shares:
 
$
Form of Payment:
 
☐  Net exercise

ACKNOWLEDGMENTS:
 
1.
I understand that all exercises of Options are subject to compliance with the Company’s policy on securities trades.
 
2.
I hereby acknowledge that I received and read a copy of the Cenntro Electric Group Limited 2022 Stock Incentive Plan, the Agreement, and the Grant Notice and agree to abide by and be bound by their terms and conditions.

A-1

3.
I understand that I must recognize ordinary income equal to the spread between the fair market value of the Exercised Shares on the date of exercise and the exercise price.  I further understand that I am required to pay withholding taxes at the time of exercising a nonstatutory option.  I represent that I have had the opportunity to consult with my own independent tax advisor in connection with the exercise of my rights under the Agreement and that I am not relying on the Company for any tax advice.
 
Submitted By:   Accepted By:
     
PARTICIPANT   CENNTRO ELECTRIC GROUP LIMITED
     
 
 
Signature   Signature

A-2

CENNTRO ELECTRIC GROUP LIMITED
2022 STOCK INCENTIVE PLAN
NOTICE OF RESTRICTED SHARE AWARD
 
You have been granted the following restricted fully paid ordinary shares (the “Restricted Shares” or this “Award”) of Cenntro Electric Group Limited (ACN 619 054 938) (the “Company”) under the Cenntro Electric Group Limited 2022 Stock Incentive Plan (as may be amended from time to time, the “Plan”):
 
Name of Recipient:
[Name of Recipient]
   
Grant Date:
[Date of Grant]
   
Total Number of Restricted Shares
Granted:
[Total Shares]
   
Vesting Commencement Date:
[Vesting Commencement Date]
   
Vesting Schedule:
[The Restricted Shares vest when you complete [●] months of continuous Service as an Employee or a Consultant from the Vesting Commencement Date.  Actual vesting schedule to be inserted.]

By your written signature below (or your electronic acceptance) and the signature of the Company’s representative below, you and the Company agree that the Restricted Shares are granted under and governed by the terms and conditions of the Plan and the Restricted Share Agreement (this “Agreement”), both of which are attached to and made a part of this document.
 
By your written signature below (or your electronic acceptance), you further agree that the Company may deliver by e-mail all documents relating to the Plan or this Agreement (including without limitation, prospectuses required by the Securities and Exchange Commission) and all other documents that the Company is required to deliver to its security holders (including, without limitation, annual reports and proxy statements).  You also agree that (a) the Company may deliver these documents by posting them on a website maintained by the Company or by a third party under contract with the Company and (b) you are person to whom the Company can make an offer without preparing a disclosure document which complies with the requirements of the Australian Corporations Act 2001 (Cth) (“Corporations Act”) because you fall within an exception in section 708 or Section 761G(7) of the Corporations Act in respect of the offer of Restricted Shares to you.  If the Company posts these documents on a website, it will notify you by e-mail.  Should you electronically accept this Agreement, you agree to the following:  “This electronic contract contains my electronic signature, which I have executed with the intent to sign this Agreement.”
 
RECIPIENT
 
CENNTRO ELECTRIC GROUP LIMITED
     

 
By:
 
Recipient’s Signature
   
   
Name:
 
     
Recipient’s Printed Name
 
Title:
 

1

CENNTRO ELECTRIC GROUP LIMITED
2022 STOCK INCENTIVE PLAN
RESTRICTED SHARE AGREEMENT
 
The Plan and Other
Agreements
The Restricted Shares that you are receiving are granted pursuant and subject in all respects to the applicable provisions of the Plan, which is incorporated herein by reference.  Capitalized terms not defined in this Agreement will have the meanings ascribed to them in the Plan.

The attached Notice, this Agreement and the Plan constitute the entire understanding between you and the Company regarding this Award.  Any prior agreements, commitments, or negotiations concerning this Award are superseded.  This Agreement may be amended by the Committee without your consent; however, if any such amendment would materially impair your rights or obligations under this Agreement, this Agreement may be amended only by another written agreement, signed by you and the Company.
   
Payment For Shares
No cash payment is required for the Restricted Shares you receive.  You are receiving the Restricted Shares in consideration for Services rendered by you.
   
Vesting
The Restricted Shares that you are receiving will vest in installments, as shown in the Notice of Restricted Share Award.  No additional Restricted Shares vest after your Service as an Employee or a Consultant has terminated for any reason.
   
Shares Restricted
Unvested Restricted Shares will be considered “Restricted Shares.”  Except to the extent permitted by the Committee, you may not sell, transfer, assign, pledge, or otherwise dispose of Restricted Shares.
   
Forfeiture
If your Service terminates for any reason, then your Restricted Shares will be bought-back or cancelled by the Company in accordance with the requirements of the Corporations Act, to the extent that they have not vested before the termination date and do not vest as a result of termination.  You will receive no payment for Restricted Shares that are bought-back or cancelled by the Company. The Company determines when your Service terminates for this purpose and all purposes under the Plan and its determinations are conclusive and binding on all persons.
   
Leaves of Absence
For purposes of this Award, your Service does not terminate when you go on a military leave, a sick leave, or another bona fide leave of absence, if the leave of absence was approved by the Company in writing and if continued crediting of Service is required by the terms of the leave or by applicable law.  But your Service terminates when the approved leave ends, unless you immediately return to active work.

2

 
If you go on a leave of absence, then, subject to applicable laws, the vesting schedule specified in the Notice of Restricted Share Award may be adjusted in accordance with the Company’s leave of absence policy or the terms of your leave.  If you commence working on a part-time basis, then the vesting schedule specified in the Notice of Restricted Share Award may be adjusted in accordance with the Company’s part-time work policy or the terms of an agreement between you and the Company pertaining to your part-time schedule.
   
Share Certificates or
Book Entry Form
The Restricted Shares will be evidenced by either share certificates which will have a legend which applies a holding-lock (preventing transfer or disposal) pending expiration of the restrictions thereon.  In addition to or in lieu of imposing the legend, the Company may hold the share certificates in escrow or require you to enter into an escrow agreement with respect to your Restricted Shares.  As your vested percentage increases, you may request (at reasonable intervals) that the Company release to you a non-legended certificate for your vested Restricted Shares or remove such Restricted Shares from escrow (as the case may be).
   
Shareholder Rights
During the period of time between the Grant Date and the date the Restricted Shares become vested, you will have all the rights of a shareholder with respect to the Restricted Shares, except for the right to transfer the Restricted Shares, as set forth above, and except in the case of any unvested Restricted Shares, you will not be entitled to any dividends or other distributions paid or distributed by the Company in respect of its fully paid ordinary shares (“Shares”).  Accordingly, you will have the right to vote the Restricted Shares and to receive any cash dividends paid with respect to the vested Restricted Shares.
   
Withholding Taxes and
Share Withholding
Regardless of any action the Company and/or the Subsidiary or Affiliate employing you (“Employer”) takes with respect to any or all income tax, social insurance, payroll tax, payment on account, or other tax-related withholding (“Tax-Related Items”), you acknowledge that the ultimate liability for all Tax-Related Items legally due by you is and remains your responsibility and that the Company and/or your Employer (1) make no representation or undertaking regarding the treatment of any Tax-Related Items in connection with any aspect of the Shares received under this Award, including the award or vesting of such Shares, the subsequent sale of Shares under this Award and the receipt of any dividends; and (2) do not commit to structure the terms of the award to reduce or eliminate your liability for Tax-Related Items.

3

 
No share certificates will be released to you, unless you have paid or made adequate arrangements satisfactory to the Company and/or your Employer to satisfy all withholding and payment on account obligations of the Company and/or your Employer.  In this regard, you authorize the Company and/or your Employer to withhold all applicable Tax-Related Items legally payable by you from your wages or other cash compensation paid to you by the Company and/or your Employer.  With the Company’s consent, these arrangements may also include, if permissible under local law, (a) withholding Shares that otherwise would be delivered to you when they vest having a Fair Market Value equal to the amount necessary to satisfy the maximum legally required tax withholding, (b) having the Company withhold taxes from the proceeds of the sale of the Shares, either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization), or (c) any other arrangement approved by the Committee.  The Fair Market Value of the Shares, determined as of the date when taxes otherwise would have been withheld, will be applied as a credit against the withholding taxes.  Finally, you will pay to the Company or your Employer any amount of Tax-Related Items that the Company or your Employer may be required to withhold as a result of your participation in the Plan or your acquisition of Shares that cannot be satisfied by the means previously described.  The Company may refuse to deliver the Shares if you fail to comply with your obligations in connection with the Tax-Related Items as described in this section.
   
Restrictions on Resale
You agree not to sell any Shares at a time when applicable laws, Company policies, or an agreement between the Company and its underwriters prohibit a sale.  This restriction will apply as long as your Service continues and for such period of time after the termination of your Service as the Company may specify.
   
No Retention Rights
Neither this Award nor this Agreement gives you the right to be employed or retained by the Company or any Subsidiary or Affiliate of the Company in any capacity.  The Company and its Subsidiaries and Affiliates reserve the right to terminate your Service at any time, with or without cause.
   
Adjustments
The number of Restricted Shares covered by this Award will, subject to applicable laws, be subject to adjustment in the event of a share split, a share dividend, or a similar change in Shares, and in other circumstances, as set forth in the Plan.  The buy-back and cancellation provisions and restrictions described above will apply to all new, substitute, or additional restricted shares or securities to which you are entitled by reason of this Award.

4

Successors and Assigns
Except as otherwise provided in the Plan or this Agreement, every term of this Agreement will be binding upon and inure to the benefit of the parties hereto and their respective heirs, legatees, legal representatives, successors, transferees, and assigns.
   
Notice
Any notice required or permitted under this Agreement will be given in writing and will be deemed effectively given upon the earliest of personal delivery, receipt, or the third (3rd) full day following mailing with postage and fees prepaid, addressed to the other party hereto at the address last known in the Company’s records or at such other address as such party may designate by ten (10) days’ advance written notice to the other party hereto.
   
Applicable Law and
Choice of Venue
This Agreement will be interpreted and enforced under the laws of New South Wales, Australia, without application of the conflicts of law principles thereof.
 
For purposes of litigating any dispute that arises directly or indirectly from the relationship of the parties evidenced by this Award or this Agreement, the parties hereby submit to and consent to the non-exclusive jurisdiction of New South Wales, Australia and agree that any such litigation may be conducted in the courts of New South Wales, Australia.
   
Miscellaneous
You understand and acknowledge that (1) the Plan is entirely discretionary, (2) the Company and your Employer have reserved the right to amend, suspend, or terminate the Plan at any time, (3) the grant of this Award does not in any way create any contractual or other right to receive additional grants of awards (or benefits in lieu of awards) at any time or in any amount, and (4) all determinations with respect to any additional grants, including (without limitation) the times when awards will be granted, the number of Shares subject to awards, the purchase price, and the vesting schedule, will be at the sole discretion of the Company.

The value of this Award will be an extraordinary item of compensation outside the scope of your employment contract, if any, and will not be considered a part of your normal or expected compensation for purposes of calculating severance, resignation, redundancy or end-of-service payments, bonuses, long-service awards, pension or retirement benefits, or similar payments.

You understand and acknowledge that participation in the Plan ceases upon termination of your Service for any reason, except as may explicitly be provided otherwise in the Plan or this Agreement.

5


You hereby authorize and direct your Employer to disclose to the Company or any Subsidiary or Affiliate any information regarding your employment, the nature and amount of your compensation, and the fact and conditions of your participation in the Plan, as your Employer deems necessary or appropriate to facilitate the administration of the Plan.

You consent to the collection, use and transfer of personal data as described in this subsection.  You understand and acknowledge that the Company, your Employer, and the Company’s other Subsidiaries and Affiliates hold certain personal information regarding you for the purpose of managing and administering the Plan, including (without limitation) your name, home address, telephone number, date of birth, social insurance or other government identification number, salary, nationality, job title, any Shares or directorships held in the Company, and details of all awards or any other entitlements to Shares awarded, canceled, exercised, vested, unvested, or outstanding in your favor (the “Data”).  You further understand and acknowledge that the Company, its Subsidiaries, and/or its Affiliates will transfer Data among themselves as necessary for the purpose of implementation, administration and management of your participation in the Plan and that the Company, its Subsidiaries, and/or its Affiliates may each further transfer Data to any third party assisting the Company in the implementation, administration and management of the Plan.  You understand and acknowledge that the recipients of Data may be located in the United States or elsewhere, and that the laws of a recipient’s country of operation (e.g., the United States) may not have equivalent privacy protections as local laws where you reside or work.  You authorize such recipients to receive, possess, use, retain, and transfer Data, in electronic or other form, for the purpose of administering your participation in the Plan, including a transfer to any broker or other third party with whom you elect to deposit Shares acquired under the Plan of such Data as may be required for the administration of the Plan and/or the subsequent holding of Shares on your behalf.  You may, at any time, view the Data, require any necessary modifications of Data, make inquiries about the treatment of Data, or withdraw the consents set forth in this subsection by contacting the Human Resources Department of the Company in writing.

BY SIGNING THE COVER SHEET OF THIS AGREEMENT, YOU AGREE TO ALL
OF THE TERMS AND CONDITIONS DESCRIBED ABOVE AND IN THE PLAN.
 
6

CENNTRO ELECTRIC GROUP LIMITED
2022 STOCK INCENTIVE PLAN
NOTICE OF RESTRICTED SHARE UNIT AWARD
 
You have been granted the following Restricted Share Units (the “Restricted Share Units”, “RSUs”, or this “Award”) representing fully paid ordinary shares (“Shares”) of Cenntro Electric Group Limited (ACN 619 054 938) (the “Company”) under the Cenntro Electric Group Limited 2022 Stock Incentive Plan (as may be amended from time to time, the “Plan”):
 
Name of Recipient:
[Name of Recipient]
   
Grant Date:
[Date of Grant]
   
Total Number of Shares Subject
to Restricted Share Units:
[Total Shares]
   
Vesting Commencement Date:
[Vesting Commencement Date]
   
Vesting Schedule:
[The RSUs vest when you complete [●] months of continuous Service as an Employee or a Consultant from the Vesting Commencement Date.  Actual vesting schedule to be inserted.]

By your written signature below (or your electronic acceptance) and the signature of the Company’s representative below, you and the Company agree that the RSUs are granted under and governed by the terms and conditions of the Plan and the Restricted Share Unit Agreement (this “Agreement”), both of which are attached to and made a part of this document.
 
By your written signature below (or your electronic acceptance), you further agree that the Company may deliver by e-mail all documents relating to the Plan or this Agreement (including, without limitation, prospectuses required by the Securities and Exchange Commission) and all other documents that the Company is required to deliver to its security holders (including without limitation, annual reports and proxy statements).  You also agree that (a) the Company may deliver these documents by posting them on a website maintained by the Company or by a third party under contract with the Company and (b) you are person to whom the Company can make an offer without preparing a disclosure document which complies with the requirements of the Australian Corporations Act 2001 (Cth) (“Corporations Act”) because you fall within an exception in section 708 or Section 761G(7) of the Corporations Act in respect of the offer of RSUs to you.  If the Company posts these documents on a website, it will notify you by e-mail.  Should you electronically accept this Agreement, you agree to the following: “This electronic contract contains my electronic signature, which I have executed with the intent to sign this Agreement.”
 
RECIPIENT
 
CENNTRO ELECTRIC GROUP LIMITED
     

 
By:
 
Recipient’s Signature
   

 
Name:
 
     
   
Title:
 
Recipient’s Printed Name
   

1

CENNTRO ELECTRIC GROUP LIMITED
2022 STOCK INCENTIVE PLAN
RESTRICTED SHARE UNIT AGREEMENT
 
The Plan and Other
Agreements
The RSUs that you are receiving are granted pursuant and subject in all respects to the applicable provisions of the Plan, which is incorporated herein by reference.  Capitalized terms not defined in this Agreement will have the meanings ascribed to them in the Plan.

The attached Notice, this Agreement and the Plan constitute the entire understanding between you and the Company regarding this Award.  Any prior agreements, commitments or negotiations concerning this Award are superseded.  This Agreement may be amended by the Committee without your consent; however, if any such amendment would materially impair your rights or obligations under this Agreement, this Agreement may be amended only by another written agreement, signed by you and the Company.
   
Payment for RSUs
No cash payment is required for the RSUs you receive.  You are receiving the RSUs in consideration for Services rendered by you.
   
Vesting
The RSUs that you are receiving will vest in installments, as shown in the Notice of RSU Award.  No additional RSUs vest after your Service as an Employee or a Consultant has terminated for any reason.
   
Forfeiture
If your Service terminates for any reason, then this Award expires immediately as to the number of RSUs that have not vested before the termination date and do not vest as a result of termination.  This means that the unvested RSUs will immediately be cancelled.  You will receive no payment for RSUs that are forfeited.  The Company determines when your Service terminates for this purpose and all purposes under the Plan and its determinations are conclusive and binding on all persons.
   
Leaves of Absence
For purposes of this Award, your Service does not terminate when you go on a military leave, a sick leave, or another bona fide leave of absence, if the leave of absence was approved by the Company in writing and if continued crediting of Service is required by the terms of the leave or by applicable law.  But your Service terminates when the approved leave ends, unless you immediately return to active work.
   
 
If you go on a leave of absence, then, subject to applicable laws, the vesting schedule specified in the Notice of Restricted Share Unit Award may be adjusted in accordance with the Company’s leave of absence policy or the terms of your leave.  If you commence working on a part-time basis, then the vesting schedule specified in the Notice of Restricted Share Unit Award may be adjusted in accordance with the Company’s part-time work policy or the terms of an agreement between you and the Company pertaining to your part-time schedule.

2

Nature of RSUs
Your RSUs are mere bookkeeping entries.  They represent only the Company’s unfunded and unsecured promise to issue Shares on a future date.  As a holder of RSUs, you have no rights, other than the rights of a general creditor of the Company.
   
No Voting Rights
or Dividends
Your RSUs carry neither voting rights nor rights to dividends.  You, and your estate and heirs, have no rights as a shareholder of the Company, unless and until your RSUs are settled by issuing Shares.  No adjustments will be made for dividends or other rights if the applicable record date occurs before your Shares are issued, except as described in the Plan.
   
RSUs
Nontransferable
You may not sell, transfer, assign, pledge, or otherwise dispose of any RSUs.  For instance, you may not use your RSUs as security for a loan.  If you attempt to do any of these things, your RSUs will immediately become invalid.
   
Settlement of RSUs
Each of your vested RSUs will be settled when it vests; provided, however, that, if the Committee requires you to pay withholding taxes through a sale of Shares, settlement of each RSU may be deferred to the first permissible trading day for the Shares, if later than the applicable vesting date.

Under no circumstances may your RSUs be settled later than two and one-half (2-1/2) months following the calendar year in which the applicable vesting date occurs.

For purposes of this Agreement, “permissible trading day” means a day that satisfies all of the following requirements:  (1) the exchange on which the Shares are traded is open for trading on that day; (2) you are permitted to sell Shares on that day without incurring liability under Section 16(b) of the Exchange Act; (3) either (a) you are not in possession of material non-public information that would make it illegal for you to sell Shares on that day under Rule 10b-5 under the Exchange Act or (b) Rule 10b5-1 under the Exchange Act would apply to the sale; (4) you are permitted to sell Shares on that day under such written insider trading policy as may have been adopted by the Company; and (5) you are not prohibited from selling Shares on that day by a written agreement between you and the Company or a third party.

At the time of settlement, you will receive one Share for each vested RSU; provided, however, that no fractional Shares will be issued or delivered pursuant to the Plan or this Agreement, and the Committee will determine whether cash will be paid in lieu of any fractional Share.  In addition, the Shares are issued to you subject to the condition that the issuance of the Shares not violate any law or regulation.

3

Withholding Taxes
and Share
Withholding
Regardless of any action the Company and/or the Subsidiary or Affiliate employing you (“Employer”) takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), you acknowledge that the ultimate liability for all Tax-Related Items legally due by you is and remains your responsibility and that the Company and/or your Employer (1) make no representation or undertaking regarding the treatment of any Tax-Related Items in connection with any aspect of this Award, including the award, vesting, or settlement of the RSUs, the subsequent sale of Shares acquired pursuant to settlement, and the receipt of any dividends; and (2) do not commit to structure the terms of the award or any aspect of the RSUs to reduce or eliminate your liability for Tax-Related Items.

Prior to the settlement of the RSUs, you shall pay or make adequate arrangements satisfactory to the Company and/or your Employer to satisfy all withholding and payment on account obligations of the Company and/or your Employer.  In this regard, you authorize the Company and/or your Employer to withhold all applicable Tax-Related Items legally payable by you from your wages or other cash compensation paid to you by the Company and/or your Employer.

Unless an alternative arrangement satisfactory to the Committee has been provided prior to the vesting date, the default method for paying withholding taxes is withholding Shares that otherwise would be issued to you when the RSUs are settled; provided that the Company only withholds Shares having a Fair Market Value equal to the amount necessary to satisfy the maximum legally required tax withholding.

The Committee may also require the withholding of taxes from the proceeds of the sale of the Shares, either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization), or any other arrangement approved by the Committee.

The Fair Market Value of the Shares, determined as of the effective date when taxes otherwise would have been withheld, will be applied as a credit against the withholding taxes.  Finally, you will pay to the Company or your Employer any amount of Tax-Related Items that the Company or your Employer may be required to withhold as a result of your participation in the Plan or your acquisition of Shares that cannot be satisfied by the means previously described.  The Company may refuse to deliver the Shares if you fail to comply with your obligations in connection with the Tax-Related Items as described in this section, and your rights to the Shares will be forfeited if you do not comply with such obligations on or before the date that is two and one-half (2-1/2) months following the calendar year in which the applicable vesting date for the RSUs occurs.

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Restrictions on
Resale
You agree not to sell any RSUs or Shares at a time when applicable laws, Company policies, or an agreement between the Company and its underwriters prohibit a sale.  This restriction will apply as long as your Service continues and for such period of time after the termination of your Service as the Company may specify.
   
No Retention
Rights
Neither this Award nor this Agreement gives you the right to be employed or retained by the Company or any Subsidiary or Affiliate of the Company in any capacity.  The Company and its Subsidiaries and Affiliates reserve the right to terminate your Service at any time, with or without cause.
   
Adjustments
The number of RSUs covered by this Award will, subject to applicable laws, be subject to adjustment in the event of a share split, a share dividend or a similar change in Shares, and in other circumstances, as set forth in the Plan.  The forfeiture provisions and restrictions described above will apply to all new, substitute, or additional restricted share units or securities to which you are entitled by reason of this Award.
   
Successors and
Assigns
Except as otherwise provided in the Plan or this Agreement, every term of this Agreement will be binding upon and inure to the benefit of the parties hereto and their respective heirs, legatees, legal representatives, successors, transferees, and assigns.
   
Notice
Any notice required or permitted under this Agreement will be given in writing and will be deemed effectively given upon the earliest of personal delivery, receipt, or the third (3rd) full day following mailing with postage and fees prepaid, addressed to the other party hereto at the address last known in the Company’s records or at such other address as such party may designate by ten (10) days’ advance written notice to the other party hereto.
   
Section 409A of the
Code
To the extent this Agreement is subject to, and not exempt from, Section 409A of the Code, this Agreement is intended to comply with Section 409A, and its provisions will be interpreted in a manner consistent with such intent.  You acknowledge and agree that changes may be made to this Agreement to avoid adverse tax consequences to you under Section 409A.
   
Applicable Law
and Choice of
Venue
This Agreement will be interpreted and enforced under the laws of New South Wales, Australia, without application of the conflicts of law principles thereof.

For purposes of litigating any dispute that arises directly or indirectly from the relationship of the parties evidenced by this Award or this Agreement, the parties hereby submit to and consent to the non-exclusive jurisdiction of New South Wales, Australia and agree that any such litigation may be conducted in the courts of New South Wales, Australia.

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Miscellaneous
You understand and acknowledge that (1) the Plan is entirely discretionary, (2) the Company and your Employer have reserved the right to amend, suspend, or terminate the Plan at any time, (3) the grant of this Award does not in any way create any contractual or other right to receive additional grants of awards (or benefits in lieu of awards) at any time or in any amount, and (4) all determinations with respect to any additional grants, including (without limitation) the times when awards will be granted, the number of RSUs subject to awards and the vesting schedule, will be at the sole discretion of the Company.

The value of this Award will be an extraordinary item of compensation outside the scope of your employment contract, if any, and will not be considered a part of your normal or expected compensation for purposes of calculating severance, resignation, redundancy or end-of-service payments, bonuses, long-service awards, pension or retirement benefits, or similar payments.

You understand and acknowledge that participation in the Plan ceases upon termination of your Service for any reason, except as may explicitly be provided otherwise in the Plan or this Agreement.

You hereby authorize and direct your Employer to disclose to the Company or any Subsidiary or Affiliate any information regarding your employment, the nature and amount of your compensation, and the fact and conditions of your participation in the Plan, as your Employer deems necessary or appropriate to facilitate the administration of the Plan.

You consent to the collection, use and transfer of personal data as described in this subsection.  You understand and acknowledge that the Company, your Employer, and the Company’s other Subsidiaries and Affiliates hold certain personal information regarding you for the purpose of managing and administering the Plan, including (without limitation) your name, home address, telephone number, date of birth, social insurance or other government identification number, salary, nationality, job title, any Shares or directorships held in the Company, and details of all awards or any other entitlements to RSUs or Shares awarded, canceled, exercised, vested, unvested, or outstanding in your favor (the “Data”).  You further understand and acknowledge that the Company, its Subsidiaries, and/or its Affiliates will transfer Data among themselves as necessary for the purpose of implementation, administration and management of your participation in the Plan and that the Company, its Subsidiaries, and/or its Affiliates may each further transfer Data to any third party assisting the Company in the implementation, administration and management of the Plan.  You understand and acknowledge that the recipients of Data may be located in the United States or elsewhere, and that the laws of a recipient’s country of operation (e.g., the United States) may not have equivalent privacy protections as local laws where you reside or work.  You authorize such recipients to receive, possess, use, retain, and transfer Data, in electronic or other form, for the purpose of administering your participation in the Plan, including a transfer to any broker or other third party with whom you elect to deposit Shares acquired under the Plan of such Data as may be required for the administration of the Plan and/or the subsequent holding of Shares on your behalf.  You may, at any time, view the Data, require any necessary modifications of Data, make inquiries about the treatment of Data, or withdraw the consents set forth in this subsection by contacting the Human Resources Department of the Company in writing.

BY SIGNING THE COVER SHEET OF THIS AGREEMENT, YOU AGREE TO ALL
OF THE TERMS AND CONDITIONS DESCRIBED ABOVE AND IN THE PLAN.
 

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