Form of Stock Option Agreement under the Second Amended and Restated 2021 Stock Incentive Plan

[Expiration Date] This Option (and the ability to exercise the Option) expires earlier if your Service terminates earlier, as described in the Stock Option Terms and Conditions.

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 these Stock Option Terms and Conditions or other portion of this Agreement will have the meanings ascribed to them in the Plan.

The Plan and this Agreement (consisting of the attached Notice, these Stock Option Terms and Conditions and the Appendix hereto) constitute the entire understanding between you and the Company regarding this Award, and any prior agreements, commitments or negotiations concerning this Option are superseded, with the exception of (i) any compensation recovery policy that is adopted by the Company or is otherwise required by applicable law and (ii) any written employment or severance arrangement that would provide for vesting acceleration of this Option upon the terms and conditions set forth therein. 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.

This Option shall expire at the close of business at Company headquarters on the day before the [seventh (7th)] anniversary of the Grant Date, as shown on the Notice (fifth (5th) anniversary for a more than ten percent (10%) shareholder as provided under the Plan if this is an ISO) (the “Expiration Date”). This Option may expire earlier if your Service terminates, as described herein.

Upon your termination of Service for any reason, this Option shall expire immediately as to the number of Shares subject to the portion of the Option that has not vested before the date of such termination of Service (and that does not become vested as a result of such termination).  This means that the unvested portion of this Option will immediately be cancelled and forfeited upon such termination of Service.  You will receive no payment for Shares subject to the portion of the Option that is so cancelled and forfeited. 

Upon your termination of Service by the Company for Cause, this Option shall expire immediately as to the total number of Shares subject to the Option. This means that the unvested portion and the vested portion of this Option will immediately be cancelled and forfeited upon such termination of Service.  You will receive no payment in respect of such cancellation and forfeiture. 

If your Service terminates for any reason except (a) due to your death or Disability or (b) termination by the Company for Cause, then this Option will expire as to the number of Shares that have become vested 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).

For purposes of this Agreement, termination of Service will be deemed to have occurred as of the date you cease to be an Employee, Consultant, or Outside Director (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment or other laws in the jurisdiction where you are employed or otherwise rendering services or the terms of your employment or other service agreement, if any) and will not be extended by any notice period (e.g., your period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment or other laws in the jurisdiction where you are employed or otherwise rendering services or the terms of your employment or other service agreement, if any). The Company shall have the exclusive discretion to determine when your Service terminates for purposes of this Agreement (including whether you may still be considered to be providing services while on a leave 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 the vesting schedule specified in the 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 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.

Upon the exercise of all or portion of the Option and payment of the aggregate Option exercise price and payment or other satisfaction of any withholding obligations in a manner approved by the Company, as set forth in these Stock Option Terms and Conditions, you shall be entitled to receive the underlying vested Shares being exercised.

The Company will not permit you to exercise this Option if, at the time of intended exercise, the issuance of Shares 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.

When you submit your notice of exercise, you must include payment of the aggregate Option exercise price for the Shares you are purchasing. Payment must be made in cash, by check payable to the order of the Company, wire transfer of immediately available funds, or, subject to any applicable Company insider trading policy (including blackout periods) and applicable law, by the following form(s):

•If permitted by the Committee, 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.

•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 Option exercise price (plus tax withholdings, if applicable) and any remaining balance of the aggregate Option 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 in another form of payment permitted under this Option (with Committee permission, if applicable). 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.

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, fringe benefit tax, payment on account or other tax-related withholding (including taxes that are imposed on the Company or your Employer as a result of your participation in the Plan but are deemed by the Company or your Employer to be an appropriate charge to you) (“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 (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this Option, including the grant, vesting or exercise of this Option, the subsequent sale of Shares or the receipt of any dividends; and (ii) 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. Further, if you are subject to Tax-Related Items in more than one jurisdiction, you acknowledge that the Company and/or your Employer (or former Employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

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 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 amounts otherwise payable to you in connection with the exercise of the Option or 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 Shares having a Fair Market Value equal to the amount necessary to satisfy up to 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. 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.

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. The Company may also, in its sole discretion, decide to deliver any documents related to your current or future participation in the Plan, this Award, any Shares, or any other Company-related documents by electronic means. By accepting this Award, whether electronically or otherwise, you hereby consent to receive such documents by electronic delivery and agree to participate in the Plan through an online or electronic system established and maintained by the Company or a third party designated by the Company, including but not limited to the use of electronic signatures or click-through electronic acceptance of terms and conditions.

This Agreement will be interpreted and enforced under the laws of the State of Delaware without application of the conflicts of law principles thereof.

Any dispute that arises directly or indirectly from the relationship of the parties evidenced by this Award or this Agreement shall be subject exclusively to any arbitration agreement or policy that you may be subject to with respect to the Company from time to time.

The grant of this Award is strictly discretionary. Neither the Plan nor this Agreement provides or implies any expectation or right in relation to (i) your future participation in the Plan, the grant of awards (or benefits in lieu of awards) or the receipt of similar benefits in the future; or (ii) the provisions and amount of any Plan participation or similar benefits that the Company or your Employer may decide to offer in the future.

The Company and your Employer have reserved the right to amend, suspend or terminate the Plan at any time to the extent permitted by the Plan.

You are not automatically entitled to the exercise of any discretion in your favor and you do not have any claim or right of action in respect of any decision or omission which may operate to your disadvantage, even if such decision or omission is unreasonable, irrational or might otherwise be regarded as perverse or in breach of any duties. All decisions made by or on behalf of the Company in respect of this Award are final and binding in all respects.

These provisions apply regardless of whether offers or participation in the Plan are regular and repeated or on a one-off or otherwise exceptional basis, and regardless of whether your Employer is involved in the administration of the Plan or your Award.

Unless otherwise provided in the Plan or by the Company, in its discretion, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Awards or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares.

Without limiting the generality of Section 21 of the Plan, your Award and any other awards granted to you under the Plan (or any predecessor thereto), as well as all other Covered Compensation (as defined in the Company’s Compensation Recoupment Policy (as may be amended from time to time, the “Recoupment Policy”)) that you have received or receive in the future from the Company shall be subject to the Recoupment Policy. Notwithstanding anything herein to the contrary, your Award (to the extent vested) shall not be deemed fully earned until the Recoupment Period (as defined in the Recoupment Policy) applicable to the Award has lapsed.

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, this Agreement or under applicable law.

There is a risk that the Shares underlying the Option may fall as well as rise in value. Market forces will impact the market value of Shares and, in the worst case, the market value of the Shares may become zero. Neither the Company nor any Subsidiary or Affiliate is liable for any loss due to movements in Share value.

Neither the Company, nor any Subsidiary or Affiliate will be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar, or for any charges imposed in relation to the conversion or transfer of currency, that may affect the value of the Award or of any amounts due to you pursuant to the settlement of the Award or the subsequent sale of any Shares acquired upon settlement.

You hereby declare that you agree with the data processing practices described herein and consent to the collection, processing and use of Personal Data (as defined below) by the Company and the transfer of Personal Data to the recipients mentioned herein, including recipients located in countries which do not adduce an adequate level of protection from non-U.S. data protection law perspective, for the purposes described herein.

Declaration of Consent.  You understand that you must review the following information about the processing of Personal Data by or on behalf of the Company or, if different, a Subsidiary or Affiliate as described in this Agreement and any materials related to your eligibility to participate in the Plan and declare your consent.  As regards the processing of your Personal Data in connection with the Plan, you understand that the Company is the controller of your Personal Data.

Data Processing and Legal Basis. The Company collects, uses and otherwise processes certain information about you for purposes of implementing, administering and managing the Plan. You understand that this information may include, without limitation, your name, home address and telephone number, email address, date of birth, social insurance, passport or other identification number (e.g., resident registration number), salary, nationality, job title, any shares of stock or directorships held in the Company or any Subsidiary or Affiliate, details of all equity awards or any other entitlement to Shares or equivalent benefits awarded, canceled, exercised, vested, unvested or outstanding in your favor (the “Personal Data”).  The legal basis for the processing of your Personal Data, where required, is your consent.

Stock Plan Administration Service Providers.  You understand that the Company transfers your Personal Data, or parts thereof, to Morgan Stanley Smith Barney LLC, an independent service provider based in the U.S., which assists the Company with the implementation, administration and management of the Plan. In the future, the Company may select different service providers and share your Personal Data with such different service providers that serve the Company in a similar manner.

International Data Transfers. The Company and, as of the date hereof, any third parties assisting in the implementation, administration, and management of the Plan, such as Morgan Stanley Smith Barney LLC, are based in the U.S. If you are located outside the U.S., your country may have enacted data privacy laws that are different from the laws of the U.S. The Company’s legal basis for the transfer of Personal Data is your consent.

Data Retention. The Company will process your Personal Data only as long as is necessary to implement, administer and manage your participation in the Plan, or to comply with legal or regulatory obligations, including under tax, exchange control, labor and securities laws. This period may extend beyond your termination of Service. When the Company no longer needs Personal Data for any of the above purposes, you understand that the Company will remove it from its systems.

Voluntariness and Consequences of Denial/Withdrawal of Consent.  You understand that any participation in the Plan and your consent are purely voluntary.  You may deny or later withdraw your consent at any time, with future effect and for any or no reason.  If you deny or later withdraw your consent, the Company cannot offer participation in the Plan or grant Options or other equity awards to you or administer or maintain such awards, and you will not be eligible to participate in the Plan. You further understand that denial or withdrawal of your consent would not affect your employment or service relationship with the Company or a Subsidiary or Affiliate and that you would merely forfeit the opportunities associated with the Plan.

Data Subject Rights. You understand that data subject rights regarding the processing of personal data vary depending on the applicable law and that, depending on where you are based and subject to the conditions set out in the applicable law, you may have, without limitation, the rights to (i) inquire whether and what kind of Personal Data the Company holds about you and how it is processed, and to access or request copies of such Personal Data, (ii) request the correction or supplementation of Personal Data about you that is inaccurate, incomplete or out-of-date in light of the purposes underlying the processing, (iii) obtain the erasure of Personal Data no longer necessary for the purposes underlying the processing, (iv) request the Company to restrict the processing of your Personal Data in certain situations where you feel its processing is inappropriate, (v) object, in certain circumstances, to the processing of Personal Data for legitimate interests, and (vi) request portability of your Personal Data that you have actively or passively provided to the Company (which does not include data derived or inferred from the collected data), where the processing of such Personal Data is based on consent or your relationship with the Company or your Employer and is carried out by automated means. In case of concerns, you also may have the right to lodge a complaint with the competent local data protection authority. Further, to receive clarification of, or to exercise any of, your rights, you understand you should contact your local human resources representative, if any.

The Company reserves the right to impose other requirements on your participation in the Plan and on the Option, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require you to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.