VICARIOUS SURGICAL INC.
2021 EQUITY INCENTIVE PLAN, AS AMENDED
(As approved by the stockholders
on [June 1, 2022])
Unless otherwise specified or unless the context otherwise
requires, the following terms, as used in this Vicarious Surgical
Inc. 2021 Equity Incentive Plan, have the following meanings:
Administrator means the Board of Directors, unless it has
delegated power to act on its behalf to the Committee, in which
case the term “Administrator” means the Committee.
Affiliate means a corporation or other entity, which, for
purposes of Section 424 of the Code, is a parent or subsidiary of
the Company, direct or indirect.
Agreement means a written or electronic document setting
forth the terms of a Stock Right delivered pursuant to the Plan, in
such form as the Administrator shall approve.
Agreement and Plan of Merger means that certain Agreement
and Plan of Merger, dated as of April 15, 2021 by and among D8
Holdings Corp., Snowball Merger Sub, Inc., Vicarious Surgical Inc.
and Adam Sachs, in his capacity as the Stockholder
Board of Directors means the Board of Directors of the
Cause means, with respect to a Participant (a) dishonesty
with respect to the Company or any Affiliate, (b) the
Administrator's determination that the Participant failed to carry
out, or comply with any lawful and reasonable directive of the
Board of Directors or the Participant's immediate supervisor or the
Participant’s insubordination, substantial malfeasance or
non-feasance of duty, (c) unauthorized disclosure of confidential
information or trade secrets of the Company or any Affiliate, (d)
breach by a Participant of any provision of any employment,
severance, consulting, advisory, nondisclosure, non-competition or
similar agreement between the Participant and the Company or any
Affiliate or any material written policy of the Company or any
Affiliate, including, without limitation, any award agreement
entered into pursuant to this Plan, (e) the occurrence of any act
or omission by the Participant that could reasonably be expected to
result in (or has resulted in) the Participant's conviction, plea
of no contest, plea of nolo contendere, or imposition of
unadjudicated probation for any felony or indictable offense or
crime involving moral turpitude, (f) the Participant's commission
of an act of fraud, embezzlement, misappropriation, misconduct, or
breach of fiduciary duty against the Company or any Affiliate, and
(g) conduct substantially prejudicial to the business of the
Company or any Affiliate; provided, however, that any provision in
an agreement between a Participant and the Company or an Affiliate,
which contains a conflicting definition of Cause for termination
and which is in effect at the time of such termination, shall
supersede this definition with respect to that Participant. The
determination of the Administrator as to the existence of Cause
will be conclusive on the Participant and the Company.
Class A Common Stock means shares of the Company’s
Class A common stock, $0.0001 par value per share.
Class B Common Stock means shares of the Company’s
Class B common stock, $0.0001 par value per share.
Closing means the date on which the transactions
contemplated by the Agreement and Plan of Merger are
Code means the United States Internal Revenue Code of 1986,
as amended including any successor statute, regulation and guidance
Committee means the committee of the Board of Directors, if
any, to which the Board of Directors has delegated power to act
under or pursuant to the provisions of the Plan.
Common Stock means the Class A Common Stock and the
Class B Common Stock, individually or collectively, as the
Company means Vicarious Surgical Inc., a Delaware