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CALLOWAY-BRIGGS RENEWABLES INC.

2022 OMNIBUS EQUITY INCENTIVE PLAN

Adopted by the Board of Directors on __, 2022

Approved by the Stockholders on __, 2022

Effective upon the closing of the Company's initial public offering of Common Stock on the New York Stock Exchange (the "Effective Date")

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ARTICLE I — PURPOSE

The purpose of the Calloway-Briggs Renewables Inc. 2022 Omnibus Equity Incentive Plan (the "Plan") is to promote the interests of Calloway-Briggs Renewables Inc., a Delaware corporation (the "Company"), and its stockholders by providing equity-based and incentive compensation opportunities to attract, retain, and motivate key employees, consultants, and non-employee directors of the Company and its Affiliates. The Plan is designed to:

(a) attract and retain the services of individuals of outstanding ability who are essential to the continued growth and long-term success of the Company and its Affiliates;

(b) motivate Participants by means of growth-related incentives to achieve the Company's business and financial objectives, including the development, construction, and operation of utility-scale renewable energy projects;

(c) align the interests of Participants with those of the Company's stockholders by providing incentive compensation opportunities that are linked to the value and performance of the Company's Common Stock; and

(d) enable Participants to share in the long-term growth and financial success of the Company, thereby strengthening the mutuality of interests between Participants and the Company's stockholders and promoting a performance-oriented culture throughout the organization.

The Plan is intended to be the successor equity compensation plan for the Company following the initial public offering of the Company's Common Stock on the New York Stock Exchange (proposed ticker symbol: CBRI). The Plan permits the grant of Incentive Stock Options, Nonqualified Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Awards, Other Stock-Based Awards, and Cash-Based Awards. All Awards granted under the Plan shall be evidenced by Award Agreements containing such terms, conditions, and restrictions as the Committee shall determine, consistent with the provisions of the Plan.

The Plan shall be effective as of the Effective Date and shall remain in effect until terminated in accordance with Article XIV hereof.

ARTICLE II — DEFINITIONS

Whenever used in the Plan, the following terms shall have the meanings set forth below. Capitalized terms used but not otherwise defined in the Plan shall have the meanings ascribed to them in the applicable Award Agreement or, if not defined therein, shall have their commonly understood meanings.

"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with the Company, where "control" means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract, or otherwise. Without limiting the generality of the foregoing, the term "Affiliate" includes CBR Holdings LLC, Calloway-Briggs Operating Company LLC, and each project-level subsidiary of the Company. For purposes of determining eligibility for the grant of Incentive Stock Options, the term "Affiliate" shall be limited to those entities that qualify as a "subsidiary" within the meaning of Section 424(f) of the Code.

"Award" means any Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit, Performance Award, Other Stock-Based Award, or Cash-Based Award granted under the Plan to an eligible Participant.

"Award Agreement" means the written or electronic agreement, notice, certificate, or other instrument or document evidencing the terms, conditions, and restrictions of an Award granted pursuant to the Plan. Each Award Agreement shall be subject to and incorporate the terms of the Plan, and any inconsistency between the Plan and an Award Agreement shall be resolved in favor of the Plan, except to the extent the Award Agreement expressly provides otherwise with the approval of the Committee.

"Board" means the Board of Directors of Calloway-Briggs Renewables Inc., as constituted from time to time.

"Cause" means, unless otherwise defined in a Participant's Award Agreement, employment agreement, or other written agreement with the Company or an Affiliate, any one or more of the following: (i) the Participant's conviction of, or plea of guilty or nolo contendere to, a felony (or any crime involving fraud, dishonesty, or moral turpitude); (ii) the Participant's willful misconduct or gross negligence in the performance of the Participant's duties to the Company or an Affiliate that results in material harm to the Company; (iii) the Participant's material breach of any employment agreement, consulting agreement, non-competition agreement, non-solicitation agreement, or confidentiality or proprietary information agreement with the Company or an Affiliate, which breach, if capable of cure, is not cured within thirty (30) days after written notice thereof from the Company; (iv) the Participant's commission of fraud, embezzlement, misappropriation of funds, or other acts of dishonesty against the Company or an Affiliate; or (v) the Participant's willful failure or refusal to perform the Participant's material duties to the Company or an Affiliate (other than by reason of Disability) after written notice and a reasonable cure period of not less than fifteen (15) days. For purposes of this definition, no act or failure to act on the part of the Participant shall be considered "willful" unless it is done, or omitted to be done, by the Participant in bad faith or without reasonable belief that the Participant's action or omission was in the best interests of the Company.

"Change in Control" means the occurrence of any one or more of the following events:

(a) Acquisition of Voting Power. The acquisition by any Person or "group" (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than fifty percent (50%) of the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors; provided, however, that the following acquisitions shall not constitute a Change in Control under this clause (a): (1) any acquisition directly from the Company; (2) any acquisition by the Company or any Subsidiary; (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Subsidiary; (4) any acquisition by Pinnacle Vista Capital Partners III, LP, its general partner, Pinnacle Vista Capital Management LLC, or any of their respective Affiliates (collectively, the "Sponsor"); or (5) any acquisition by any Founder (as defined below) or any entity controlled by a Founder. For purposes of this Plan, "Founder" means each of Garrett Calloway and Elaine Briggs, and their respective Permitted Transferees (as defined in the Company's Amended and Restated Certificate of Incorporation);

(b) Board Composition. The replacement of a majority of the members of the Board during any twelve (12)-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board before the date of the appointment or election; provided, however, that for purposes of this clause (b), any director whose initial assumption of office is in connection with an actual or threatened election contest, including a consent solicitation, relating to the election of directors of the Company shall not be considered as endorsed by the Board;

(c) Business Combination. The consummation of a merger, consolidation, statutory share exchange, or similar business combination involving the Company (a "Business Combination"), unless, following such Business Combination: (1) the individuals and entities who were the beneficial owners of the outstanding voting securities of the Company immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty percent (50%) of the combined voting power of the then-outstanding voting securities of the entity resulting from such Business Combination (including, without limitation, an entity that as a result of such transaction owns the Company or all or substantially all of the Company's assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the outstanding voting securities of the Company; and (2) at least a majority of the members of the board of directors (or equivalent governing body) of the entity resulting from such Business Combination were members of the Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination;

(d) Asset Sale. The sale or other disposition (in one transaction or a series of related transactions) of all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, to any Person, other than a sale or disposition to (1) the Sponsor or any of its Affiliates, (2) any Founder or any entity controlled by a Founder, or (3) a wholly-owned Subsidiary of the Company; and

(e) Liquidation or Dissolution. The approval by the stockholders of the Company of a plan of complete liquidation or dissolution of the Company.

Notwithstanding the foregoing, if a Change in Control constitutes a payment event with respect to any Award that provides for the deferral of compensation and is subject to Section 409A of the Code, the transaction or event described above with respect to such Award must also constitute a "change in control event" as defined in Treasury Regulation Section 1.409A-3(i)(5) to the extent required by Section 409A.

"Code" means the Internal Revenue Code of 1986, as amended from time to time, and any successor thereto. Reference to a specific section of the Code shall include such section, any valid regulation or other guidance promulgated thereunder, and any comparable provision of any future legislation or regulation amending, supplementing, or superseding such section.

"Committee" means the Compensation Committee of the Board, or such other committee of the Board as may be designated by the Board to administer the Plan or any portion thereof. As of the Effective Date, the Committee is composed of Catherine Liang (Chair), Richard Estavez, and Warren Okoro. Each member of the Committee shall qualify as a "non-employee director" within the meaning of Rule 16b-3 promulgated under the Exchange Act. If at any time the Committee does not consist solely of two or more non-employee directors, the Board shall exercise the powers of the Committee and references herein to the "Committee" shall be deemed to refer to the Board. To the extent the Board administers the Plan with respect to Awards granted to Non-Employee Directors, references to the "Committee" shall be deemed to include the Board.

"Common Stock" means the Common Stock, par value $0.01 per share, of Calloway-Briggs Renewables Inc., and any securities into which such shares may be converted or for which they may be exchanged following any recapitalization, reorganization, or similar event.

"Company" means Calloway-Briggs Renewables Inc., a Delaware corporation, with its principal executive offices located at 4200 Ridgeline Parkway, Suite 1100, Austin, TX 78746 (Employer Identification Number 83-4027615), and any successor thereto.

"Consultant" means any natural person (other than an Employee or a Non-Employee Director) who provides bona fide services to the Company or an Affiliate, provided that such services are not in connection with the offer or sale of securities in a capital-raising transaction and such person does not directly or indirectly promote or maintain a market for the Company's securities. The term "Consultant" shall include any individual who qualifies as a "consultant" or "advisor" for purposes of Form S-8 under the Securities Act.

"Continuous Service" means, with respect to a Participant, the uninterrupted provision of services to the Company or any Affiliate in any capacity as an Employee, Consultant, or Non-Employee Director. A Participant's Continuous Service shall not be deemed to have been interrupted by reason of: (i) an approved leave of absence (including military leave, sick leave, or any other personal leave approved by the Company), provided the Participant returns to service with the Company or an Affiliate upon the expiration of such leave (or, if later, upon expiration of any period during which reemployment rights are protected by statute or contract); (ii) a transfer between the Company and an Affiliate, or between Affiliates; or (iii) a change in the capacity in which the Participant renders service (e.g., a change from Employee to Consultant or from Consultant to Employee), provided there is no interruption of service. The Committee, in its sole discretion, shall determine whether a Participant's Continuous Service has terminated and the effective date of and reason for such termination.

"Disability" means, with respect to a Participant: (i) as determined by the Committee, the Participant's permanent and total disability within the meaning of Section 22(e)(3) of the Code (i.e., the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than twelve (12) months); or (ii) such other definition of disability as may be set forth in the Participant's Award Agreement, employment agreement, or other applicable agreement, provided that any such definition is consistent with the requirements of Section 409A of the Code to the extent necessary to avoid the imposition of additional taxes thereunder.

"Effective Date" means the date of the closing of the Company's initial public offering of Common Stock on the New York Stock Exchange (proposed ticker symbol: CBRI).

"Employee" means any person employed by the Company or an Affiliate. The payment of a director's fee by the Company or an Affiliate shall not be sufficient to constitute "employment" for purposes of this definition. As of the date of the adoption of the Plan, the Company and its Affiliates employ approximately 1,240 employees.

"Exchange Act" means the Securities Exchange Act of 1934, as amended from time to time, and any successor thereto. Reference to a specific section of the Exchange Act shall include such section, any valid regulation or other guidance promulgated thereunder, and any comparable provision of any future legislation or regulation amending, supplementing, or superseding such section.

"Fair Market Value" means, on a given date, the value of a share of Common Stock determined as follows:

(a) If the Common Stock is listed on the New York Stock Exchange or any other established national securities exchange, the Fair Market Value of a share of Common Stock on a given date shall be the closing sale price of a share of Common Stock as reported on such exchange on such date (or, if there is no trading on such date, on the last preceding date on which there was trading in the Common Stock on such exchange).

(b) If the Common Stock is not listed on any established national securities exchange but is regularly quoted on an automated quotation system or by a recognized securities dealer, the Fair Market Value shall be the mean between the highest bid and the lowest asked prices for the Common Stock on such date as reported on such system or by such dealer (or, if there are no such prices on such date, on the last preceding date on which such prices were reported).

(c) In the absence of an established market for the Common Stock, or prior to the listing of the Common Stock on a national securities exchange, the Fair Market Value shall be determined by the Board in good faith, taking into account such factors as the Board deems relevant, including independent appraisals or valuations, and in compliance with Section 409A of the Code and the regulations thereunder.

"Good Reason" means, unless otherwise defined in a Participant's Award Agreement, employment agreement, or other written agreement with the Company or an Affiliate, the occurrence of any of the following events without the Participant's written consent: (i) a material diminution in the Participant's base compensation; (ii) a material diminution in the Participant's authority, duties, or responsibilities; (iii) a material change in the geographic location at which the Participant must perform services (which shall in no event include a relocation of less than fifty (50) miles from the Participant's then-current principal place of employment); or (iv) any other action or inaction that constitutes a material breach by the Company of the Participant's employment agreement or other agreement under which the Participant provides services. Notwithstanding the foregoing, no event shall constitute Good Reason unless the Participant provides written notice to the Company within sixty (60) days of the initial occurrence of such event, the Company fails to cure such event within thirty (30) days of receipt of such notice, and the Participant terminates employment within fifteen (15) days following the expiration of such cure period.

"Incentive Stock Option" or "ISO" means an Option that is intended to qualify as an "incentive stock option" within the meaning of Section 422 of the Code and the regulations thereunder.

"Nonqualified Stock Option" or "NQSO" means an Option that is not intended to qualify as an Incentive Stock Option under Section 422 of the Code.

"Non-Employee Director" means a member of the Board who is not an Employee of the Company or any Affiliate.

"Option" means a right, granted to a Participant pursuant to Article VI of the Plan, to purchase a specified number of shares of Common Stock at a specified exercise price during a specified period of time. An Option may be either an Incentive Stock Option or a Nonqualified Stock Option.

"Participant" means any eligible individual who has been selected by the Committee to receive an Award under the Plan or who holds an outstanding Award that was granted under the Plan.

"Performance Award" means an Award, granted to a Participant pursuant to Article IX of the Plan, that is subject to the attainment of one or more Performance Goals during a specified Performance Period.

"Performance Goals" means the measurable performance objectives established by the Committee with respect to a Performance Period for purposes of determining the degree to which a Performance Award has been earned. Performance Goals may be based on any one or more of the following criteria, individually or in any combination, measured on an absolute, relative, or per-share basis, and applied to the Company as a whole or to any Subsidiary, division, business unit, or project: revenue; Adjusted EBITDA; net income; earnings per share; operating income; total stockholder return; share price performance or appreciation; operating capacity (measured in gigawatts (GW) or megawatts (MW)); project development milestones (including projects reaching commercial operation date (COD)); cash flow from operations or free cash flow; return on assets; return on equity; return on invested capital; debt-to-equity ratio or other leverage metrics; safety and environmental metrics; customer satisfaction or power purchase agreement (PPA) execution; levelized cost of energy (LCOE); and any other objective measure as the Committee may designate. The Committee may, in its discretion, establish Performance Goals that provide for the inclusion or exclusion of specified items, including acquisitions, divestitures, restructuring charges, extraordinary items, and the effects of changes in accounting standards or tax laws.

"Performance Period" means the period of time over which the attainment of one or more Performance Goals is measured for purposes of determining a Participant's right to and the payment of a Performance Award, as designated by the Committee at the time of grant. Performance Periods shall typically range from one (1) to five (5) fiscal years.

"Person" means any individual, corporation, partnership, limited liability company, association, trust, unincorporated organization, government, or governmental agency or authority, or any other entity or group (as defined in Section 13(d)(3) of the Exchange Act).

"Plan" means this Calloway-Briggs Renewables Inc. 2022 Omnibus Equity Incentive Plan, as may be amended, restated, or otherwise modified from time to time in accordance with its terms.

"Restricted Stock" means shares of Common Stock that are granted to a Participant pursuant to Article VIII of the Plan and that are subject to certain restrictions, including forfeiture conditions and transfer limitations, as specified in the applicable Award Agreement.

"Restricted Stock Unit" or "RSU" means a right, granted to a Participant pursuant to Article VIII of the Plan, to receive one or more shares of Common Stock (or, at the Committee's discretion, cash equal to the Fair Market Value thereof) upon the satisfaction of vesting conditions specified in the applicable Award Agreement.

"Retirement" means, with respect to a Participant, a termination of Continuous Service under circumstances constituting "retirement" as defined in the Participant's Award Agreement, employment agreement, or other written agreement with the Company or an Affiliate, or, in the absence of such a definition, as determined by the Committee in its sole discretion.

"Securities Act" means the Securities Act of 1933, as amended from time to time, and any successor thereto. Reference to a specific section of the Securities Act shall include such section, any valid regulation or other guidance promulgated thereunder, and any comparable provision of any future legislation or regulation amending, supplementing, or superseding such section.

"Stock Appreciation Right" or "SAR" means a right, granted to a Participant pursuant to Article VII of the Plan, to receive, upon exercise, an amount equal to the excess of (i) the Fair Market Value of a share of Common Stock on the date of exercise over (ii) the grant price of the SAR, multiplied by the number of shares of Common Stock with respect to which the SAR is exercised.

"Subsidiary" means any corporation or other entity of which the Company owns, directly or indirectly, fifty percent (50%) or more of the total combined voting power of all classes of stock or other equity interests entitled to vote, or has the power to direct the management and policies thereof, whether through ownership, contract, or otherwise. Without limiting the generality of the foregoing, the term "Subsidiary" includes CBR Holdings LLC, Calloway-Briggs Operating Company LLC, and each project-level special purpose vehicle, including Solaris West Solar LLC, Red Mesa Wind Energy LLC, Painted Rock Solar LLC, Pronghorn Wind LLC, Brazos Energy Storage LLC, Mesquite Wind Holdings LLC, Cimarron Solar Development LLC, and CBR Development Co. LLC, and any other entity that becomes a Subsidiary after the Effective Date.

"Ten Percent Stockholder" means a Participant who, at the time of the grant of an Option, owns (within the meaning of Section 424(d) of the Code) stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or any Subsidiary.

ARTICLE III — ADMINISTRATION

Section 3.1 — Committee Authority

The Plan shall be administered by the Committee. The Committee shall have full and exclusive authority and discretion, subject to the terms and conditions of the Plan and such limitations as the Board may from time to time impose, to:

(a) designate Participants from among eligible individuals and determine the type, number, terms, and conditions of Awards to be granted to each Participant;

(b) determine the type or types of Awards to be granted under the Plan and the terms and conditions thereof, including the number of shares of Common Stock subject to each Award, the exercise or grant price, the vesting schedule, the Performance Goals and Performance Period (if applicable), the restriction period, and any other terms, conditions, restrictions, or limitations;

(c) construe, interpret, and apply the provisions of the Plan and any Award Agreement, and resolve any ambiguity or inconsistency in the Plan or any Award Agreement;

(d) establish, amend, suspend, or waive such rules, regulations, guidelines, and procedures for the administration of the Plan as the Committee deems necessary or advisable;

(e) determine the Fair Market Value of a share of Common Stock for purposes of the Plan and any Award Agreement in accordance with the definition set forth in Article II;

(f) accelerate the vesting, exercisability, or settlement of any Award, or waive or modify any restriction or forfeiture condition applicable to any Award, in each case to the extent not inconsistent with the terms of the Plan;

(g) extend the exercise period of any Award, subject to the maximum term limitations set forth in the Plan and the requirements of Section 409A of the Code;

(h) correct any defect, supply any omission, or reconcile any inconsistency in the Plan, any Award Agreement, or any related document;

(i) delegate authority as permitted by Section 3.2; and

(j) make all other determinations and take all other actions that the Committee deems necessary, advisable, or appropriate for the proper administration of the Plan and the fulfillment of its purposes.

All determinations, decisions, interpretations, and other actions of the Committee with respect to the Plan or any Award Agreement shall be final, conclusive, and binding on all Persons, including the Company, its Affiliates, Participants, other holders or beneficiaries of Awards, and stockholders of the Company.

Section 3.2 — Delegation

The Committee may, to the extent permitted by applicable law, the Company's Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, and the requirements of Rule 16b-3 under the Exchange Act and the NYSE listing standards, delegate to one or more officers of the Company (including the Chief Executive Officer, Garrett Calloway, and the General Counsel and Corporate Secretary, Sandra Haverford) the authority to grant Awards to Employees of the Company or any Affiliate who are not "officers" within the meaning of Section 16 of the Exchange Act ("Section 16 Officers") and who are not members of the Board. Any such delegation shall be subject to such limitations and guidelines as the Committee shall establish, including limitations on the aggregate number of shares subject to Awards that may be granted by any such delegate in any calendar year, the types of Awards that may be granted, and the maximum number of shares subject to any individual Award. The Committee shall retain sole authority over the grant of Awards to Non-Employee Directors and Section 16 Officers of the Company. Any Awards granted by a delegate pursuant to this Section 3.2 shall be reported to the Committee at its next regularly scheduled meeting.

Notwithstanding the foregoing, the Committee may not delegate: (i) the authority to grant Awards to Non-Employee Directors or Section 16 Officers; (ii) the authority to amend or interpret the Plan; (iii) the authority to certify the achievement of Performance Goals with respect to Performance Awards; or (iv) any authority the delegation of which would cause the Plan or any Awards to fail to comply with applicable law, Rule 16b-3, or the NYSE listing standards.

Section 3.3 — Indemnification

Each member of the Committee and each officer or employee of the Company to whom authority has been delegated pursuant to Section 3.2 shall be indemnified and held harmless by the Company to the fullest extent permitted by the Delaware General Corporation Law, the Company's Amended and Restated Certificate of Incorporation, the Company's Amended and Restated Bylaws, and any individual indemnification agreement between such individual and the Company, against any loss, cost, liability, or expense (including attorneys' fees and amounts paid in settlement) that may be imposed upon or reasonably incurred by such individual in connection with or resulting from any claim, action, suit, or proceeding to which such individual may be a party or in which such individual may be involved by reason of any action taken or failure to act under the Plan, except for liability arising from such individual's own fraud or willful misconduct. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such individuals may be entitled under the Company's Amended and Restated Certificate of Incorporation, Amended and Restated Bylaws, any insurance policy, any other agreement, or any resolution of the Board or of the stockholders, or otherwise.

Section 3.4 — No Liability

No member of the Committee, no officer or employee of the Company acting as a delegate of the Committee, and no member of the Board shall be liable for any action or determination made in good faith with respect to the Plan or any Award granted hereunder. The members of the Committee and any delegate shall be entitled to rely in good faith upon the records of the Company and upon information, opinions, reports, or statements presented to them by any officer or employee of the Company, or by any advisor, counsel, accountant, or other expert or consultant selected with reasonable care by or on behalf of the Company.

ARTICLE IV — SHARES SUBJECT TO THE PLAN

Section 4.1 — Share Reserve

Subject to adjustment as provided in Section 4.4, the maximum aggregate number of shares of Common Stock that may be issued pursuant to Awards granted under the Plan shall be 12,727,273 shares (representing ten percent (10%) of the post-IPO shares of Common Stock outstanding on a fully-exercised basis, calculated as ten percent (10%) of 127,272,727 shares of Common Stock). All 12,727,273 shares of the aggregate share reserve may be issued pursuant to Incentive Stock Options.

Shares of Common Stock issued under the Plan may be authorized and unissued shares, treasury shares reacquired by the Company, shares purchased on the open market, or any combination thereof, as determined by the Committee from time to time.

Section 4.2 — Evergreen Provision

On January 1 of each calendar year beginning on January 1, 2023 and ending on and including January 1, 2032 (a ten-year evergreen period), the aggregate number of shares of Common Stock available for issuance under the Plan shall automatically increase by a number of shares equal to the lesser of:

(a) two percent (2%) of the total number of shares of Common Stock outstanding on December 31 of the immediately preceding calendar year (determined on a fully diluted basis); or

(b) such smaller number of shares of Common Stock as may be determined by the Board prior to January 1 of such calendar year.

The Board may act prior to January 1 of any calendar year to provide that there shall be no increase in the share reserve for such calendar year, or that the increase shall be a number of shares that is less than the number determined pursuant to clause (a) above. Shares added to the share reserve pursuant to this Section 4.2 may be issued pursuant to Incentive Stock Options, subject to the aggregate ISO limit set forth in Section 4.1.

Section 4.3 — Counting of Shares

The following rules shall apply for purposes of determining the number of shares of Common Stock available for issuance under the Plan:

(a) Shares Added Back. If any Award granted under the Plan is forfeited, canceled, surrendered, or expires for any reason without the issuance of shares (including an Award that is settled in cash rather than shares), the shares of Common Stock subject to such Award shall, to the extent of such forfeiture, cancellation, surrender, or expiration, again become available for issuance under the Plan.

(b) Shares Not Added Back. The following shares of Common Stock shall not be added back to the share reserve and shall not become available for future grants under the Plan: (i) shares tendered by a Participant or withheld by the Company to satisfy the exercise price of an Option; (ii) shares tendered by a Participant or withheld by the Company to satisfy tax withholding obligations with respect to any Award; (iii) shares subject to a Stock Appreciation Right that are not issued in connection with the stock settlement of such SAR upon exercise; and (iv) shares repurchased by the Company on the open market using the cash proceeds received from the exercise of Options.

(c) Substitute Awards. Shares of Common Stock issued under Awards that are granted in assumption of, or in substitution for, outstanding awards previously granted by a company or other entity that is acquired by the Company or an Affiliate, or with which the Company or an Affiliate combines, shall not count against the share reserve or the per-Participant limits set forth in Section 4.5 (and shall not reduce the shares available for issuance under the Plan), to the extent permitted by the rules of the New York Stock Exchange. Any such substitute Awards shall not be subject to the minimum exercise price or grant price requirements set forth in Articles VI and VII if the substitute Awards are adjusted in a manner that complies with the requirements of Sections 409A and 424 of the Code and the regulations thereunder and, with respect to Incentive Stock Options, the requirements of Section 422 of the Code and the regulations thereunder.

Section 4.4 — Adjustments

In the event of any stock split, reverse stock split, stock dividend, recapitalization, reorganization, merger, consolidation, combination, spin-off, split-off, exchange of shares, or other similar change in the corporate structure or capitalization of the Company affecting the shares of Common Stock, or any extraordinary dividend or distribution (whether in the form of cash, shares of Common Stock, or other property) to holders of Common Stock, the Committee shall make such equitable adjustments, if any, as the Committee in its sole discretion deems appropriate, to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, in:

(a) the aggregate number and kind of shares of Common Stock reserved for issuance under the Plan (including the share reserve and the evergreen provision);

(b) the number, kind, and exercise or grant price of shares of Common Stock subject to outstanding Awards;

(d) any other terms or provisions of outstanding Awards as the Committee deems necessary or appropriate to reflect such event.

Any such adjustment shall be made in a manner consistent with the requirements of Sections 409A and 424 of the Code, as applicable, and shall be conclusive and binding on all Persons. Without limiting the generality of the foregoing, the Committee may, in its discretion, provide for: the substitution of new Awards; the assumption of Awards by a surviving corporation or its parent; cash payments in exchange for outstanding Awards; or the cancellation of outstanding Awards (with or without payment of consideration), in each case in connection with such events. The Committee's determinations under this Section 4.4 shall be final, conclusive, and binding.

Section 4.5 — Per-Participant Limits

Subject to adjustment as provided in Section 4.4:

(a) Employee and Consultant Limit. No Participant who is an Employee or Consultant may receive Awards under the Plan in respect of more than 2,000,000 shares of Common Stock in any single fiscal year of the Company. For purposes of this limit, if an Award is denominated in shares of Common Stock, the number of shares subject to such Award shall count toward the limit; if an Award is denominated in cash, the Award shall not count against this share limit.

(b) Non-Employee Director Limit. No Non-Employee Director may receive Awards under the Plan with an aggregate grant-date fair value (computed as of the date of grant in accordance with applicable financial accounting rules), together with any cash retainer, cash fees, or other cash compensation paid or payable to such Non-Employee Director for services as a member of the Board during any single fiscal year, exceeding $750,000; provided, however, that such limit shall be increased to $1,000,000 in the fiscal year in which the Non-Employee Director is first appointed or elected to the Board or in the fiscal year in which the Company's initial public offering occurs.

ARTICLE V — ELIGIBILITY

Section 5.1 — General

Awards may be granted under the Plan to the following categories of individuals:

(a) Employees of the Company or any Affiliate;

(b) Consultants providing bona fide services to the Company or any Affiliate; and

The Committee shall select Participants from among eligible individuals and shall determine the type, terms, and conditions of each Award to be granted to a Participant. An individual who has been granted an Award may, if otherwise eligible, be granted additional Awards at any time. The grant of an Award to an eligible individual shall not require the grant of an Award to any other eligible individual, and the terms of Awards need not be uniform among Participants.

Notwithstanding the foregoing, Incentive Stock Options may be granted only to individuals who are Employees of the Company or a Subsidiary (within the meaning of Section 424(f) of the Code) at the time of grant. The grant of an Award to an Employee, Consultant, or Non-Employee Director shall not confer upon such individual any right to be retained in the employ or service of the Company or any Affiliate.

Section 5.2 — Non-Employee Directors

Non-Employee Directors of the Company shall be eligible to receive Awards under the Plan as determined by the Board or the Committee. As of the Effective Date, the Non-Employee Directors include Warren Okoro, Catherine Liang, and Richard Estavez. In addition, Hugh Pemberton and Diane Kovac, who serve on the Board as designees of Pinnacle Vista Capital Partners III, LP, shall be eligible for Awards under the Plan to the extent that they are Non-Employee Directors and otherwise satisfy the eligibility requirements of the Plan. The terms of Awards granted to Non-Employee Directors may differ from Awards granted to Employees and Consultants, and the Board or the Committee may establish a separate compensation program for Non-Employee Directors utilizing Awards under the Plan, either alone or in combination with cash compensation.

ARTICLE VI — STOCK OPTIONS

Section 6.1 — Grant of Options

The Committee is authorized to grant Options to eligible Participants under the Plan. Each Option granted under the Plan shall be designated as either an Incentive Stock Option or a Nonqualified Stock Option at the time of grant. In the absence of such designation, the Option shall be deemed a Nonqualified Stock Option. Each Option grant shall be evidenced by an Award Agreement specifying: (i) the type of Option (ISO or NQSO); (ii) the number of shares of Common Stock subject to the Option; (iii) the exercise price per share; (iv) the vesting schedule; (v) the expiration date; and (vi) such other terms and conditions as the Committee deems appropriate, consistent with the provisions of the Plan.

Section 6.2 — Exercise Price

The exercise price per share of Common Stock subject to an Option shall be determined by the Committee at the time of grant, but shall not be less than one hundred percent (100%) of the Fair Market Value of a share of Common Stock on the date of grant. In the case of an Incentive Stock Option granted to a Ten Percent Stockholder, the exercise price per share shall not be less than one hundred ten percent (110%) of the Fair Market Value of a share of Common Stock on the date of grant. Notwithstanding the foregoing, an Option that is a substitute Award may have an exercise price that is less than one hundred percent (100%) of the Fair Market Value of a share of Common Stock on the date of grant, provided that such exercise price is determined in a manner consistent with the requirements of Sections 409A and 424 of the Code, as applicable, and the applicable rules of the New York Stock Exchange.

Section 6.3 — Vesting and Exercise

Options shall vest and become exercisable in accordance with the schedule and terms set forth in the applicable Award Agreement. Unless otherwise specified in the Award Agreement, Options shall vest and become exercisable in four (4) substantially equal annual installments, with twenty-five percent (25%) of the shares subject to the Option vesting on each of the first four (4) anniversaries of the date of grant, in each case subject to the Participant's Continuous Service through the applicable vesting date.

The Committee may, in its discretion, establish different vesting schedules for Options, including but not limited to: (i) cliff vesting (where the entire Option vests on a single date); (ii) performance-based vesting (where vesting is contingent upon the achievement of specified Performance Goals); (iii) accelerated vesting upon the occurrence of specified events (such as a Change in Control, death, Disability, or Retirement); and (iv) any other vesting schedule the Committee deems appropriate. No Option shall vest or become exercisable after the expiration of its term as set forth in Section 6.4.

Section 6.4 — Term

No Option shall have a term exceeding ten (10) years from the date of grant. In the case of an Incentive Stock Option granted to a Ten Percent Stockholder, the maximum term of the Option shall be five (5) years from the date of grant.

Unless otherwise provided in the applicable Award Agreement, upon a Participant's termination of Continuous Service, the following provisions shall apply to the Participant's outstanding Options:

(a) Termination for Cause. If a Participant's Continuous Service is terminated for Cause, all Options held by such Participant (whether vested or unvested) shall immediately terminate and be forfeited as of the date of such termination, and the Participant shall have no further rights with respect to such Options.

(b) Termination by Reason of Death or Disability. If a Participant's Continuous Service terminates by reason of the Participant's death or Disability, the vested portion of all Options held by such Participant may be exercised by the Participant (or the Participant's legal representative, estate, or beneficiary, as applicable) for a period of twelve (12) months following the date of such termination (but in no event beyond the original expiration date of the Option).

(c) Termination for Any Other Reason. If a Participant's Continuous Service terminates for any reason other than Cause, death, or Disability, the vested portion of all Options held by such Participant may be exercised for a period of ninety (90) days following the date of such termination (but in no event beyond the original expiration date of the Option), or such longer period as may be specified in the applicable Award Agreement.

Any Option (or portion thereof) that is not exercised within the applicable post-termination exercise period shall terminate and be forfeited. For the avoidance of doubt, unvested Options shall terminate and be forfeited as of the date of a Participant's termination of Continuous Service, unless the Award Agreement or another written agreement between the Participant and the Company provides otherwise.

Section 6.5 — Method of Exercise

An Option shall be exercised by the delivery to the Company of a written or electronic notice of exercise, in such form as the Committee may prescribe, specifying the number of shares of Common Stock to be purchased and accompanied by full payment of the aggregate exercise price for such shares. Payment of the exercise price may be made by any one or a combination of the following methods, as permitted by the Committee and set forth in the applicable Award Agreement:

(a) cash (including by check, wire transfer, or other means acceptable to the Company);

(b) to the extent permitted by the Committee, delivery (either by actual delivery or attestation) of shares of Common Stock already owned by the Participant, valued at their Fair Market Value on the date of exercise;

(c) through a broker-assisted cashless exercise (in which a broker sells shares of Common Stock subject to the Option on the Participant's behalf and delivers to the Company the exercise price from the sale proceeds);

(d) through a "net exercise" arrangement whereby the Company withholds from the shares of Common Stock otherwise deliverable upon exercise a number of shares with an aggregate Fair Market Value equal to the aggregate exercise price; or

(e) any combination of the foregoing methods.

The Committee may impose such restrictions or limitations as it deems appropriate on the use of any method of payment described above. No shares of Common Stock shall be issued upon the exercise of an Option until full payment of the exercise price therefor has been made and all applicable tax withholding obligations have been satisfied.

Section 6.6 — ISO Limitations

The following limitations shall apply to Incentive Stock Options granted under the Plan:

(a) $100,000 Limitation. To the extent that the aggregate Fair Market Value (determined as of the date of grant) of shares of Common Stock with respect to which Incentive Stock Options are exercisable for the first time by a Participant during any calendar year (under the Plan and all other plans of the Company and its Affiliates) exceeds $100,000, such Options shall be treated as Nonqualified Stock Options. For purposes of this rule, Options shall be taken into account in the order in which they were granted.

(b) Ten-Year Grant Period. No Incentive Stock Option may be granted under the Plan more than ten (10) years after the earlier of (i) the date the Plan is adopted by the Board or (ii) the date the Plan is approved by the stockholders of the Company.

(c) Non-Transferability. Incentive Stock Options shall not be transferable by the Participant other than by will or the laws of descent and distribution and shall be exercisable, during the Participant's lifetime, only by the Participant or the Participant's guardian or legal representative.

(d) Disqualifying Dispositions. If a Participant disposes of shares of Common Stock acquired upon exercise of an Incentive Stock Option before the expiration of either (i) two (2) years from the date of grant of the Incentive Stock Option or (ii) one (1) year from the date of exercise, the Participant shall notify the Company of such disposition in writing within thirty (30) days of such disposition.

(e) Compliance. Each Incentive Stock Option shall contain such terms and conditions as the Committee deems necessary or desirable to ensure compliance with Section 422 of the Code. In the event that the Code or the regulations thereunder are amended or modified after the date of the Plan to permit more favorable treatment of Incentive Stock Options, the Committee may make conforming amendments to the Plan.

Section 6.7 — No Repricing

Notwithstanding any other provision of the Plan, the Committee shall not, without the prior approval of the stockholders of the Company:

(a) reduce the exercise price of any outstanding Option;

(b) cancel any outstanding Option in exchange for a new Option, Stock Appreciation Right, or other Award with a lower exercise or grant price;

(c) cancel any outstanding Option in exchange for cash or another Award at a time when the exercise price of such Option exceeds the Fair Market Value of the underlying shares of Common Stock; or

(d) take any other action with respect to an outstanding Option that would be treated as a "repricing" under the rules and regulations of the New York Stock Exchange.

The foregoing prohibition shall not apply to adjustments made pursuant to Section 4.4 in connection with a change in the Company's capitalization.

ARTICLE VII — STOCK APPRECIATION RIGHTS

Section 7.1 — Grant of SARs

The Committee is authorized to grant Stock Appreciation Rights to eligible Participants under the Plan. SARs may be granted on a standalone basis or in tandem with an Option (a "Tandem SAR"). A Tandem SAR may be granted at the same time as the related Option or, in the case of a Nonqualified Stock Option, at any subsequent time prior to the exercise or expiration of such Option. Each SAR shall be evidenced by an Award Agreement specifying the grant price, the number of shares of Common Stock to which the SAR relates, the vesting schedule, the expiration date, the form of settlement, and such other terms and conditions as the Committee deems appropriate.

Section 7.2 — Grant Price

The grant price per share of Common Stock subject to a SAR shall be determined by the Committee at the time of grant, but shall not be less than one hundred percent (100%) of the Fair Market Value of a share of Common Stock on the date of grant. In the case of a Tandem SAR, the grant price shall be equal to the exercise price of the related Option. Notwithstanding the foregoing, a SAR that is a substitute Award may have a grant price that is less than one hundred percent (100%) of the Fair Market Value of a share of Common Stock on the date of grant, provided that such grant price is determined in a manner consistent with the requirements of Section 409A of the Code and the applicable rules of the New York Stock Exchange.

Section 7.3 — Vesting and Exercise

SARs shall vest and become exercisable in accordance with the schedule and terms set forth in the applicable Award Agreement. Unless otherwise specified in the Award Agreement, SARs shall vest and become exercisable in four (4) substantially equal annual installments, with twenty-five percent (25%) of the shares subject to the SAR vesting on each of the first four (4) anniversaries of the date of grant, in each case subject to the Participant's Continuous Service through the applicable vesting date. The Committee may establish different vesting schedules, including performance-based vesting, cliff vesting, or accelerated vesting upon the occurrence of specified events, as it deems appropriate.

A Tandem SAR shall vest and become exercisable on the same terms and conditions and at the same times as the related Option. A Tandem SAR shall expire on the same date as the related Option. Upon the exercise of a Tandem SAR, the related Option (or portion thereof) shall be canceled, and upon the exercise of the related Option, the Tandem SAR (or portion thereof) shall be canceled.

Section 7.4 — Term

No SAR shall have a term exceeding ten (10) years from the date of grant. Upon a Participant's termination of Continuous Service, the same rules applicable to Options as set forth in Section 6.4 shall apply to SARs, mutatis mutandis.

Section 7.5 — Settlement

Upon exercise of a SAR, the Participant shall be entitled to receive payment of an amount equal to the excess, if any, of: (i) the Fair Market Value of one share of Common Stock on the date of exercise, over (ii) the grant price per share, multiplied by the number of shares of Common Stock with respect to which the SAR is exercised. Such payment shall be made in the form of: (a) shares of Common Stock; (b) cash; or (c) a combination of shares and cash, as specified in the applicable Award Agreement or as otherwise determined by the Committee in its sole discretion. In the event of settlement in shares of Common Stock, the number of shares delivered shall be determined by dividing the aggregate amount payable by the Fair Market Value of one share of Common Stock on the date of exercise. No fractional shares shall be issued; any fractional share shall be treated in accordance with Section 15.10.

Section 7.6 — No Repricing

The same prohibition on repricing as set forth in Section 6.7 with respect to Options shall apply to Stock Appreciation Rights, mutatis mutandis.

ARTICLE VIII — RESTRICTED STOCK AND RESTRICTED STOCK UNITS

Section 8.1 — Grant of Restricted Stock and RSUs

The Committee is authorized to grant Restricted Stock and Restricted Stock Units to eligible Participants under the Plan. Each grant of Restricted Stock or RSUs shall be evidenced by an Award Agreement specifying: (i) the number of shares of Common Stock or RSUs granted; (ii) the restriction period; (iii) the vesting conditions (which may be time-based, performance-based, or a combination thereof); (iv) the forfeiture provisions; and (v) such other terms and conditions as the Committee deems appropriate, consistent with the provisions of the Plan.

Section 8.2 — Vesting

Restricted Stock and RSUs shall vest in accordance with the terms and conditions set forth in the applicable Award Agreement. Unless otherwise specified in the Award Agreement, RSUs shall vest and become non-forfeitable in four (4) substantially equal annual installments, with twenty-five percent (25%) of the RSUs vesting on each of the first four (4) anniversaries of the date of grant, in each case subject to the Participant's Continuous Service through the applicable vesting date.

In connection with the Company's initial public offering, the Compensation Committee, with the input and advice of Clarendon Rowe Advisory Group LLC, the Company's independent compensation consultant, has recommended the following initial RSU grants to the Company's executive officers, in each case with four-year ratable vesting (25% per year on each anniversary of the grant date), subject to continued employment:

• Chief Executive Officer (Garrett Calloway): 500,000 RSUs

• President (Elaine Briggs): 400,000 RSUs

• Chief Financial Officer (Marcus Yoon): 300,000 RSUs

• Other Named Executive Officers: 150,000 to 200,000 RSUs each

The Committee may, in its discretion, establish different vesting schedules and conditions for Restricted Stock and RSUs, including: (i) cliff vesting; (ii) performance-based vesting contingent upon the achievement of specified Performance Goals; (iii) combination time-and-performance vesting; and (iv) accelerated vesting upon the occurrence of specified events (such as a Change in Control, death, Disability, or Retirement). Notwithstanding the foregoing, the Committee may waive or modify any vesting condition with respect to any Award of Restricted Stock or RSUs, subject to the terms of the Plan.

Section 8.3 — Restrictions on Restricted Stock

During the applicable restriction period, the following restrictions and conditions shall apply to shares of Restricted Stock:

(a) Transfer Restrictions. Shares of Restricted Stock may not be sold, assigned, transferred, pledged, hypothecated, or otherwise encumbered or disposed of until the restrictions applicable to such shares have lapsed or been removed in accordance with the terms of the Award Agreement. Any attempt to sell, assign, transfer, pledge, hypothecate, or otherwise encumber or dispose of Restricted Stock in violation of this Section 8.3 shall be null and void and of no force or effect.

(b) Custody of Certificates. The Company shall retain custody of any certificates representing shares of Restricted Stock (or, if shares are held in book-entry form, the Company shall cause appropriate stop-transfer instructions to be placed with respect to such shares) until the applicable restrictions have lapsed. The Company may require, as a condition to the issuance of Restricted Stock, that the Participant deliver to the Company a stock power, endorsed in blank, relating to the shares of Restricted Stock, to be held in escrow until such restrictions lapse.

(c) Stockholder Rights. Except as otherwise provided in the applicable Award Agreement, a Participant who holds Restricted Stock shall have the rights of a stockholder of the Company with respect to such shares, including the right to vote such shares at meetings of the stockholders; provided, however, that any dividends declared and paid with respect to shares of Restricted Stock shall be accumulated and held by the Company (without interest) and shall be paid to the Participant only upon and to the extent that the underlying shares of Restricted Stock vest and the restrictions thereon lapse. If any shares of Restricted Stock are forfeited, any accumulated and unpaid dividends attributable to such forfeited shares shall be forfeited and returned to the Company.

Section 8.4 — Settlement of RSUs

RSUs shall be settled upon vesting (or at such later date as may be specified in the applicable Award Agreement, consistent with the requirements of Section 409A of the Code) by the delivery to the Participant of:

(a) one share of Common Stock for each RSU that has vested;

(b) cash in an amount equal to the Fair Market Value of one share of Common Stock on the settlement date for each RSU that has vested; or

as determined by the Committee in its sole discretion and as specified in the applicable Award Agreement. Settlement shall be made as promptly as practicable following vesting (and in no event later than the date required to comply with Section 409A of the Code), unless the Committee has permitted or required the Participant to defer the receipt of shares or cash pursuant to Section 12.6.

The Committee may, in its discretion, credit dividend equivalents to RSUs. Any such dividend equivalents shall be accumulated (without interest) and shall be paid to the Participant only upon and to the extent that the underlying RSUs vest and are settled. If any RSUs are forfeited, any accumulated and unpaid dividend equivalents attributable to such forfeited RSUs shall be forfeited and returned to the Company.

Section 8.5 — Forfeiture

Unless the applicable Award Agreement provides otherwise, or the Committee exercises its discretion to accelerate vesting, all unvested shares of Restricted Stock and all unvested RSUs held by a Participant shall be forfeited and canceled upon the termination of such Participant's Continuous Service. Shares of Restricted Stock that are forfeited shall be returned to the Company, and RSUs that are forfeited shall be canceled, without any consideration or further action required on the part of the Participant. The Committee may, in its discretion, waive the forfeiture conditions applicable to any Award of Restricted Stock or RSUs in whole or in part, based on such factors as the Committee deems relevant, including the circumstances of the Participant's termination of Continuous Service.

ARTICLE IX — PERFORMANCE AWARDS

Section 9.1 — Grant of Performance Awards

The Committee is authorized to grant Performance Awards to eligible Participants under the Plan. Performance Awards may be denominated in shares of Common Stock, Restricted Stock Units, cash, or other forms, or any combination thereof, as the Committee may determine. Each Performance Award shall be evidenced by an Award Agreement specifying: (i) the Performance Goals applicable to the Award; (ii) the Performance Period; (iii) the target level of achievement and the corresponding payout; (iv) the method of determining the amount earned; (v) the form and timing of settlement; and (vi) such other terms and conditions as the Committee deems appropriate. Performance Awards shall be earned based on the achievement of one or more Performance Goals during the applicable Performance P

CALLOWAY-BRIGGS RENEWABLES INC.
2022 OMNIBUS EQUITY INCENTIVE PLAN
Adopted by the Board of Directors on __, 2022
Approved by the Stockholders on __, 2022
Effective upon the closing of the Company's initial public offering of Common Stock on the New York Stock Exchange (the "Effective Date")
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ARTICLE I — PURPOSE
The purpose of the Calloway-Briggs Renewables Inc. 2022 Omnibus Equity Incentive Plan (the "Plan") is to promote the interests of Calloway-Briggs Renewables Inc., a Delaware corporation (the "Company"), and its stockholders by providing equity-based and incentive compensation opportunities to attract, retain, and motivate key employees, consultants, and non-employee directors of the Company and its Affiliates. The Plan is designed to:
(a) attract and retain the services of individuals of outstanding ability who are essential to the continued growth and long-term success of the Company and its Affiliates;
(b) motivate Participants by means of growth-related incentives to achieve the Company's business and financial objectives, including the development, construction, and operation of utility-scale renewable energy projects;
(c) align the interests of Participants with those of the Company's stockholders by providing incentive compensation opportunities that are linked to the value and performance of the Company's Common Stock; and
(d) enable Participants to share in the long-term growth and financial success of the Company, thereby strengthening the mutuality of interests between Participants and the Company's stockholders and promoting a performance-oriented culture throughout the organization.
The Plan is intended to be the successor equity compensation plan for the Company following the initial public offering of the Company's Common Stock on the New York Stock Exchange (proposed ticker symbol: CBRI). The Plan permits the grant of Incentive Stock Options, Nonqualified Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Awards, Other Stock-Based Awards, and Cash-Based Awards. All Awards granted under the Plan shall be evidenced by Award Agreements containing such terms, conditions, and restrictions as the Committee shall determine, consistent with the provisions of the Plan.
The Plan shall be effective as of the Effective Date and shall remain in effect until terminated in accordance with Article XIV hereof.
ARTICLE II — DEFINITIONS
Whenever used in the Plan, the following terms shall have the meanings set forth below. Capitalized terms used but not otherwise defined in the Plan shall have the meanings ascribed to them in the applicable Award Agreement or, if not defined therein, shall have their commonly understood meanings.
"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with the Company, where "control" means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract, or otherwise. Without limiting the generality of the foregoing, the term "Affiliate" includes CBR Holdings LLC, Calloway-Briggs Operating Company LLC, and each project-level subsidiary of the Company. For purposes of determining eligibility for the grant of Incentive Stock Options, the term "Affiliate" shall be limited to those entities that qualify as a "subsidiary" within the meaning of Section 424(f) of the Code.
"Award" means any Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit, Performance Award, Other Stock-Based Award, or Cash-Based Award granted under the Plan to an eligible Participant.
"Award Agreement" means the written or electronic agreement, notice, certificate, or other instrument or document evidencing the terms, conditions, and restrictions of an Award granted pursuant to the Plan. Each Award Agreement shall be subject to and incorporate the terms of the Plan, and any inconsistency between the Plan and an Award Agreement shall be resolved in favor of the Plan, except to the extent the Award Agreement expressly provides otherwise with the approval of the Committee.
"Board" means the Board of Directors of Calloway-Briggs Renewables Inc., as constituted from time to time.
"Cause" means, unless otherwise defined in a Participant's Award Agreement, employment agreement, or other written agreement with the Company or an Affiliate, any one or more of the following: (i) the Participant's conviction of, or plea of guilty or nolo contendere to, a felony (or any crime involving fraud, dishonesty, or moral turpitude); (ii) the Participant's willful misconduct or gross negligence in the performance of the Participant's duties to the Company or an Affiliate that results in material harm to the Company; (iii) the Participant's material breach of any employment agreement, consulting agreement, non-competition agreement, non-solicitation agreement, or confidentiality or proprietary information agreement with the Company or an Affiliate, which breach, if capable of cure, is not cured within thirty (30) days after written notice thereof from the Company; (iv) the Participant's commission of fraud, embezzlement, misappropriation of funds, or other acts of dishonesty against the Company or an Affiliate; or (v) the Participant's willful failure or refusal to perform the Participant's material duties to the Company or an Affiliate (other than by reason of Disability) after written notice and a reasonable cure period of not less than fifteen (15) days. For purposes of this definition, no act or failure to act on the part of the Participant shall be considered "willful" unless it is done, or omitted to be done, by the Participant in bad faith or without reasonable belief that the Participant's action or omission was in the best interests of the Company.
"Change in Control" means the occurrence of any one or more of the following events:
(a) Acquisition of Voting Power. The acquisition by any Person or "group" (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than fifty percent (50%) of the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors; provided, however, that the following acquisitions shall not constitute a Change in Control under this clause (a): (1) any acquisition directly from the Company; (2) any acquisition by the Company or any Subsidiary; (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Subsidiary; (4) any acquisition by Pinnacle Vista Capital Partners III, LP, its general partner, Pinnacle Vista Capital Management LLC, or any of their respective Affiliates (collectively, the "Sponsor"); or (5) any acquisition by any Founder (as defined below) or any entity controlled by a Founder. For purposes of this Plan, "Founder" means each of Garrett Calloway and Elaine Briggs, and their respective Permitted Transferees (as defined in the Company's Amended and Restated Certificate of Incorporation);
(b) Board Composition. The replacement of a majority of the members of the Board during any twelve (12)-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board before the date of the appointment or election; provided, however, that for purposes of this clause (b), any director whose initial assumption of office is in connection with an actual or threatened election contest, including a consent solicitation, relating to the election of directors of the Company shall not be considered as endorsed by the Board;
(c) Business Combination. The consummation of a merger, consolidation, statutory share exchange, or similar business combination involving the Company (a "Business Combination"), unless, following such Business Combination: (1) the individuals and entities who were the beneficial owners of the outstanding voting securities of the Company immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty percent (50%) of the combined voting power of the then-outstanding voting securities of the entity resulting from such Business Combination (including, without limitation, an entity that as a result of such transaction owns the Company or all or substantially all of the Company's assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the outstanding voting securities of the Company; and (2) at least a majority of the members of the board of directors (or equivalent governing body) of the entity resulting from such Business Combination were members of the Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination;
(d) Asset Sale. The sale or other disposition (in one transaction or a series of related transactions) of all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, to any Person, other than a sale or disposition to (1) the Sponsor or any of its Affiliates, (2) any Founder or any entity controlled by a Founder, or (3) a wholly-owned Subsidiary of the Company; and
(e) Liquidation or Dissolution. The approval by the stockholders of the Company of a plan of complete liquidation or dissolution of the Company.
Notwithstanding the foregoing, if a Change in Control constitutes a payment event with respect to any Award that provides for the deferral of compensation and is subject to Section 409A of the Code, the transaction or event described above with respect to such Award must also constitute a "change in control event" as defined in Treasury Regulation Section 1.409A-3(i)(5) to the extent required by Section 409A.
"Code" means the Internal Revenue Code of 1986, as amended from time to time, and any successor thereto. Reference to a specific section of the Code shall include such section, any valid regulation or other guidance promulgated thereunder, and any comparable provision of any future legislation or regulation amending, supplementing, or superseding such section.
"Committee" means the Compensation Committee of the Board, or such other committee of the Board as may be designated by the Board to administer the Plan or any portion thereof. As of the Effective Date, the Committee is composed of Catherine Liang (Chair), Richard Estavez, and Warren Okoro. Each member of the Committee shall qualify as a "non-employee director" within the meaning of Rule 16b-3 promulgated under the Exchange Act. If at any time the Committee does not consist solely of two or more non-employee directors, the Board shall exercise the powers of the Committee and references herein to the "Committee" shall be deemed to refer to the Board. To the extent the Board administers the Plan with respect to Awards granted to Non-Employee Directors, references to the "Committee" shall be deemed to include the Board.
"Common Stock" means the Common Stock, par value $0.01 per share, of Calloway-Briggs Renewables Inc., and any securities into which such shares may be converted or for which they may be exchanged following any recapitalization, reorganization, or similar event.
"Company" means Calloway-Briggs Renewables Inc., a Delaware corporation, with its principal executive offices located at 4200 Ridgeline Parkway, Suite 1100, Austin, TX 78746 (Employer Identification Number 83-4027615), and any successor thereto.
"Consultant" means any natural person (other than an Employee or a Non-Employee Director) who provides bona fide services to the Company or an Affiliate, provided that such services are not in connection with the offer or sale of securities in a capital-raising transaction and such person does not directly or indirectly promote or maintain a market for the Company's securities. The term "Consultant" shall include any individual who qualifies as a "consultant" or "advisor" for purposes of Form S-8 under the Securities Act.
"Continuous Service" means, with respect to a Participant, the uninterrupted provision of services to the Company or any Affiliate in any capacity as an Employee, Consultant, or Non-Employee Director. A Participant's Continuous Service shall not be deemed to have been interrupted by reason of: (i) an approved leave of absence (including military leave, sick leave, or any other personal leave approved by the Company), provided the Participant returns to service with the Company or an Affiliate upon the expiration of such leave (or, if later, upon expiration of any period during which reemployment rights are protected by statute or contract); (ii) a transfer between the Company and an Affiliate, or between Affiliates; or (iii) a change in the capacity in which the Participant renders service (e.g., a change from Employee to Consultant or from Consultant to Employee), provided there is no interruption of service. The Committee, in its sole discretion, shall determine whether a Participant's Continuous Service has terminated and the effective date of and reason for such termination.
"Disability" means, with respect to a Participant: (i) as determined by the Committee, the Participant's permanent and total disability within the meaning of Section 22(e)(3) of the Code (i.e., the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than twelve (12) months); or (ii) such other definition of disability as may be set forth in the Participant's Award Agreement, employment agreement, or other applicable agreement, provided that any such definition is consistent with the requirements of Section 409A of the Code to the extent necessary to avoid the imposition of additional taxes thereunder.
"Effective Date" means the date of the closing of the Company's initial public offering of Common Stock on the New York Stock Exchange (proposed ticker symbol: CBRI).
"Employee" means any person employed by the Company or an Affiliate. The payment of a director's fee by the Company or an Affiliate shall not be sufficient to constitute "employment" for purposes of this definition. As of the date of the adoption of the Plan, the Company and its Affiliates employ approximately 1,240 employees.
"Exchange Act" means the Securities Exchange Act of 1934, as amended from time to time, and any successor thereto. Reference to a specific section of the Exchange Act shall include such section, any valid regulation or other guidance promulgated thereunder, and any comparable provision of any future legislation or regulation amending, supplementing, or superseding such section.
"Fair Market Value" means, on a given date, the value of a share of Common Stock determined as follows:
(a) If the Common Stock is listed on the New York Stock Exchange or any other established national securities exchange, the Fair Market Value of a share of Common Stock on a given date shall be the closing sale price of a share of Common Stock as reported on such exchange on such date (or, if there is no trading on such date, on the last preceding date on which there was trading in the Common Stock on such exchange).
(b) If the Common Stock is not listed on any established national securities exchange but is regularly quoted on an automated quotation system or by a recognized securities dealer, the Fair Market Value shall be the mean between the highest bid and the lowest asked prices for the Common Stock on such date as reported on such system or by such dealer (or, if there are no such prices on such date, on the last preceding date on which such prices were reported).
(c) In the absence of an established market for the Common Stock, or prior to the listing of the Common Stock on a national securities exchange, the Fair Market Value shall be determined by the Board in good faith, taking into account such factors as the Board deems relevant, including independent appraisals or valuations, and in compliance with Section 409A of the Code and the regulations thereunder.
"Good Reason" means, unless otherwise defined in a Participant's Award Agreement, employment agreement, or other written agreement with the Company or an Affiliate, the occurrence of any of the following events without the Participant's written consent: (i) a material diminution in the Participant's base compensation; (ii) a material diminution in the Participant's authority, duties, or responsibilities; (iii) a material change in the geographic location at which the Participant must perform services (which shall in no event include a relocation of less than fifty (50) miles from the Participant's then-current principal place of employment); or (iv) any other action or inaction that constitutes a material breach by the Company of the Participant's employment agreement or other agreement under which the Participant provides services. Notwithstanding the foregoing, no event shall constitute Good Reason unless the Participant provides written notice to the Company within sixty (60) days of the initial occurrence of such event, the Company fails to cure such event within thirty (30) days of receipt of such notice, and the Participant terminates employment within fifteen (15) days following the expiration of such cure period.
"Incentive Stock Option" or "ISO" means an Option that is intended to qualify as an "incentive stock option" within the meaning of Section 422 of the Code and the regulations thereunder.
"Nonqualified Stock Option" or "NQSO" means an Option that is not intended to qualify as an Incentive Stock Option under Section 422 of the Code.
"Non-Employee Director" means a member of the Board who is not an Employee of the Company or any Affiliate.
"Option" means a right, granted to a Participant pursuant to Article VI of the Plan, to purchase a specified number of shares of Common Stock at a specified exercise price during a specified period of time. An Option may be either an Incentive Stock Option or a Nonqualified Stock Option.
"Participant" means any eligible individual who has been selected by the Committee to receive an Award under the Plan or who holds an outstanding Award that was granted under the Plan.
"Performance Award" means an Award, granted to a Participant pursuant to Article IX of the Plan, that is subject to the attainment of one or more Performance Goals during a specified Performance Period.
"Performance Goals" means the measurable performance objectives established by the Committee with respect to a Performance Period for purposes of determining the degree to which a Performance Award has been earned. Performance Goals may be based on any one or more of the following criteria, individually or in any combination, measured on an absolute, relative, or per-share basis, and applied to the Company as a whole or to any Subsidiary, division, business unit, or project: revenue; Adjusted EBITDA; net income; earnings per share; operating income; total stockholder return; share price performance or appreciation; operating capacity (measured in gigawatts (GW) or megawatts (MW)); project development milestones (including projects reaching commercial operation date (COD)); cash flow from operations or free cash flow; return on assets; return on equity; return on invested capital; debt-to-equity ratio or other leverage metrics; safety and environmental metrics; customer satisfaction or power purchase agreement (PPA) execution; levelized cost of energy (LCOE); and any other objective measure as the Committee may designate. The Committee may, in its discretion, establish Performance Goals that provide for the inclusion or exclusion of specified items, including acquisitions, divestitures, restructuring charges, extraordinary items, and the effects of changes in accounting standards or tax laws.
"Performance Period" means the period of time over which the attainment of one or more Performance Goals is measured for purposes of determining a Participant's right to and the payment of a Performance Award, as designated by the Committee at the time of grant. Performance Periods shall typically range from one (1) to five (5) fiscal years.
"Person" means any individual, corporation, partnership, limited liability company, association, trust, unincorporated organization, government, or governmental agency or authority, or any other entity or group (as defined in Section 13(d)(3) of the Exchange Act).
"Plan" means this Calloway-Briggs Renewables Inc. 2022 Omnibus Equity Incentive Plan, as may be amended, restated, or otherwise modified from time to time in accordance with its terms.
"Restricted Stock" means shares of Common Stock that are granted to a Participant pursuant to Article VIII of the Plan and that are subject to certain restrictions, including forfeiture conditions and transfer limitations, as specified in the applicable Award Agreement.
"Restricted Stock Unit" or "RSU" means a right, granted to a Participant pursuant to Article VIII of the Plan, to receive one or more shares of Common Stock (or, at the Committee's discretion, cash equal to the Fair Market Value thereof) upon the satisfaction of vesting conditions specified in the applicable Award Agreement.
"Retirement" means, with respect to a Participant, a termination of Continuous Service under circumstances constituting "retirement" as defined in the Participant's Award Agreement, employment agreement, or other written agreement with the Company or an Affiliate, or, in the absence of such a definition, as determined by the Committee in its sole discretion.
"Securities Act" means the Securities Act of 1933, as amended from time to time, and any successor thereto. Reference to a specific section of the Securities Act shall include such section, any valid regulation or other guidance promulgated thereunder, and any comparable provision of any future legislation or regulation amending, supplementing, or superseding such section.
"Stock Appreciation Right" or "SAR" means a right, granted to a Participant pursuant to Article VII of the Plan, to receive, upon exercise, an amount equal to the excess of (i) the Fair Market Value of a share of Common Stock on the date of exercise over (ii) the grant price of the SAR, multiplied by the number of shares of Common Stock with respect to which the SAR is exercised.
"Subsidiary" means any corporation or other entity of which the Company owns, directly or indirectly, fifty percent (50%) or more of the total combined voting power of all classes of stock or other equity interests entitled to vote, or has the power to direct the management and policies thereof, whether through ownership, contract, or otherwise. Without limiting the generality of the foregoing, the term "Subsidiary" includes CBR Holdings LLC, Calloway-Briggs Operating Company LLC, and each project-level special purpose vehicle, including Solaris West Solar LLC, Red Mesa Wind Energy LLC, Painted Rock Solar LLC, Pronghorn Wind LLC, Brazos Energy Storage LLC, Mesquite Wind Holdings LLC, Cimarron Solar Development LLC, and CBR Development Co. LLC, and any other entity that becomes a Subsidiary after the Effective Date.
"Ten Percent Stockholder" means a Participant who, at the time of the grant of an Option, owns (within the meaning of Section 424(d) of the Code) stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or any Subsidiary.
ARTICLE III — ADMINISTRATION
Section 3.1 — Committee Authority
The Plan shall be administered by the Committee. The Committee shall have full and exclusive authority and discretion, subject to the terms and conditions of the Plan and such limitations as the Board may from time to time impose, to:
(a) designate Participants from among eligible individuals and determine the type, number, terms, and conditions of Awards to be granted to each Participant;
(b) determine the type or types of Awards to be granted under the Plan and the terms and conditions thereof, including the number of shares of Common Stock subject to each Award, the exercise or grant price, the vesting schedule, the Performance Goals and Performance Period (if applicable), the restriction period, and any other terms, conditions, restrictions, or limitations;
(c) construe, interpret, and apply the provisions of the Plan and any Award Agreement, and resolve any ambiguity or inconsistency in the Plan or any Award Agreement;
(d) establish, amend, suspend, or waive such rules, regulations, guidelines, and procedures for the administration of the Plan as the Committee deems necessary or advisable;
(e) determine the Fair Market Value of a share of Common Stock for purposes of the Plan and any Award Agreement in accordance with the definition set forth in Article II;
(f) accelerate the vesting, exercisability, or settlement of any Award, or waive or modify any restriction or forfeiture condition applicable to any Award, in each case to the extent not inconsistent with the terms of the Plan;
(g) extend the exercise period of any Award, subject to the maximum term limitations set forth in the Plan and the requirements of Section 409A of the Code;
(h) correct any defect, supply any omission, or reconcile any inconsistency in the Plan, any Award Agreement, or any related document;
(i) delegate authority as permitted by Section 3.2; and
(j) make all other determinations and take all other actions that the Committee deems necessary, advisable, or appropriate for the proper administration of the Plan and the fulfillment of its purposes.
All determinations, decisions, interpretations, and other actions of the Committee with respect to the Plan or any Award Agreement shall be final, conclusive, and binding on all Persons, including the Company, its Affiliates, Participants, other holders or beneficiaries of Awards, and stockholders of the Company.
Section 3.2 — Delegation
The Committee may, to the extent permitted by applicable law, the Company's Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, and the requirements of Rule 16b-3 under the Exchange Act and the NYSE listing standards, delegate to one or more officers of the Company (including the Chief Executive Officer, Garrett Calloway, and the General Counsel and Corporate Secretary, Sandra Haverford) the authority to grant Awards to Employees of the Company or any Affiliate who are not "officers" within the meaning of Section 16 of the Exchange Act ("Section 16 Officers") and who are not members of the Board. Any such delegation shall be subject to such limitations and guidelines as the Committee shall establish, including limitations on the aggregate number of shares subject to Awards that may be granted by any such delegate in any calendar year, the types of Awards that may be granted, and the maximum number of shares subject to any individual Award. The Committee shall retain sole authority over the grant of Awards to Non-Employee Directors and Section 16 Officers of the Company. Any Awards granted by a delegate pursuant to this Section 3.2 shall be reported to the Committee at its next regularly scheduled meeting.
Notwithstanding the foregoing, the Committee may not delegate: (i) the authority to grant Awards to Non-Employee Directors or Section 16 Officers; (ii) the authority to amend or interpret the Plan; (iii) the authority to certify the achievement of Performance Goals with respect to Performance Awards; or (iv) any authority the delegation of which would cause the Plan or any Awards to fail to comply with applicable law, Rule 16b-3, or the NYSE listing standards.
Section 3.3 — Indemnification
Each member of the Committee and each officer or employee of the Company to whom authority has been delegated pursuant to Section 3.2 shall be indemnified and held harmless by the Company to the fullest extent permitted by the Delaware General Corporation Law, the Company's Amended and Restated Certificate of Incorporation, the Company's Amended and Restated Bylaws, and any individual indemnification agreement between such individual and the Company, against any loss, cost, liability, or expense (including attorneys' fees and amounts paid in settlement) that may be imposed upon or reasonably incurred by such individual in connection with or resulting from any claim, action, suit, or proceeding to which such individual may be a party or in which such individual may be involved by reason of any action taken or failure to act under the Plan, except for liability arising from such individual's own fraud or willful misconduct. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such individuals may be entitled under the Company's Amended and Restated Certificate of Incorporation, Amended and Restated Bylaws, any insurance policy, any other agreement, or any resolution of the Board or of the stockholders, or otherwise.
Section 3.4 — No Liability
No member of the Committee, no officer or employee of the Company acting as a delegate of the Committee, and no member of the Board shall be liable for any action or determination made in good faith with respect to the Plan or any Award granted hereunder. The members of the Committee and any delegate shall be entitled to rely in good faith upon the records of the Company and upon information, opinions, reports, or statements presented to them by any officer or employee of the Company, or by any advisor, counsel, accountant, or other expert or consultant selected with reasonable care by or on behalf of the Company.
ARTICLE IV — SHARES SUBJECT TO THE PLAN
Section 4.1 — Share Reserve
Subject to adjustment as provided in Section 4.4, the maximum aggregate number of shares of Common Stock that may be issued pursuant to Awards granted under the Plan shall be 12,727,273 shares (representing ten percent (10%) of the post-IPO shares of Common Stock outstanding on a fully-exercised basis, calculated as ten percent (10%) of 127,272,727 shares of Common Stock). All 12,727,273 shares of the aggregate share reserve may be issued pursuant to Incentive Stock Options.
Shares of Common Stock issued under the Plan may be authorized and unissued shares, treasury shares reacquired by the Company, shares purchased on the open market, or any combination thereof, as determined by the Committee from time to time.
Section 4.2 — Evergreen Provision
On January 1 of each calendar year beginning on January 1, 2023 and ending on and including January 1, 2032 (a ten-year evergreen period), the aggregate number of shares of Common Stock available for issuance under the Plan shall automatically increase by a number of shares equal to the lesser of:
(a) two percent (2%) of the total number of shares of Common Stock outstanding on December 31 of the immediately preceding calendar year (determined on a fully diluted basis); or
(b) such smaller number of shares of Common Stock as may be determined by the Board prior to January 1 of such calendar year.
The Board may act prior to January 1 of any calendar year to provide that there shall be no increase in the share reserve for such calendar year, or that the increase shall be a number of shares that is less than the number determined pursuant to clause (a) above. Shares added to the share reserve pursuant to this Section 4.2 may be issued pursuant to Incentive Stock Options, subject to the aggregate ISO limit set forth in Section 4.1.
Section 4.3 — Counting of Shares
The following rules shall apply for purposes of determining the number of shares of Common Stock available for issuance under the Plan:
(a) Shares Added Back. If any Award granted under the Plan is forfeited, canceled, surrendered, or expires for any reason without the issuance of shares (including an Award that is settled in cash rather than shares), the shares of Common Stock subject to such Award shall, to the extent of such forfeiture, cancellation, surrender, or expiration, again become available for issuance under the Plan.
(b) Shares Not Added Back. The following shares of Common Stock shall not be added back to the share reserve and shall not become available for future grants under the Plan: (i) shares tendered by a Participant or withheld by the Company to satisfy the exercise price of an Option; (ii) shares tendered by a Participant or withheld by the Company to satisfy tax withholding obligations with respect to any Award; (iii) shares subject to a Stock Appreciation Right that are not issued in connection with the stock settlement of such SAR upon exercise; and (iv) shares repurchased by the Company on the open market using the cash proceeds received from the exercise of Options.
(c) Substitute Awards. Shares of Common Stock issued under Awards that are granted in assumption of, or in substitution for, outstanding awards previously granted by a company or other entity that is acquired by the Company or an Affiliate, or with which the Company or an Affiliate combines, shall not count against the share reserve or the per-Participant limits set forth in Section 4.5 (and shall not reduce the shares available for issuance under the Plan), to the extent permitted by the rules of the New York Stock Exchange. Any such substitute Awards shall not be subject to the minimum exercise price or grant price requirements set forth in Articles VI and VII if the substitute Awards are adjusted in a manner that complies with the requirements of Sections 409A and 424 of the Code and the regulations thereunder and, with respect to Incentive Stock Options, the requirements of Section 422 of the Code and the regulations thereunder.
Section 4.4 — Adjustments
In the event of any stock split, reverse stock split, stock dividend, recapitalization, reorganization, merger, consolidation, combination, spin-off, split-off, exchange of shares, or other similar change in the corporate structure or capitalization of the Company affecting the shares of Common Stock, or any extraordinary dividend or distribution (whether in the form of cash, shares of Common Stock, or other property) to holders of Common Stock, the Committee shall make such equitable adjustments, if any, as the Committee in its sole discretion deems appropriate, to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, in:
(a) the aggregate number and kind of shares of Common Stock reserved for issuance under the Plan (including the share reserve and the evergreen provision);
(b) the number, kind, and exercise or grant price of shares of Common Stock subject to outstanding Awards;
(c) the per-Participant limits set forth in Section 4.5; and
(d) any other terms or provisions of outstanding Awards as the Committee deems necessary or appropriate to reflect such event.
Any such adjustment shall be made in a manner consistent with the requirements of Sections 409A and 424 of the Code, as applicable, and shall be conclusive and binding on all Persons. Without limiting the generality of the foregoing, the Committee may, in its discretion, provide for: the substitution of new Awards; the assumption of Awards by a surviving corporation or its parent; cash payments in exchange for outstanding Awards; or the cancellation of outstanding Awards (with or without payment of consideration), in each case in connection with such events. The Committee's determinations under this Section 4.4 shall be final, conclusive, and binding.
Section 4.5 — Per-Participant Limits
Subject to adjustment as provided in Section 4.4:
(a) Employee and Consultant Limit. No Participant who is an Employee or Consultant may receive Awards under the Plan in respect of more than 2,000,000 shares of Common Stock in any single fiscal year of the Company. For purposes of this limit, if an Award is denominated in shares of Common Stock, the number of shares subject to such Award shall count toward the limit; if an Award is denominated in cash, the Award shall not count against this share limit.
(b) Non-Employee Director Limit. No Non-Employee Director may receive Awards under the Plan with an aggregate grant-date fair value (computed as of the date of grant in accordance with applicable financial accounting rules), together with any cash retainer, cash fees, or other cash compensation paid or payable to such Non-Employee Director for services as a member of the Board during any single fiscal year, exceeding $750,000; provided, however, that such limit shall be increased to $1,000,000 in the fiscal year in which the Non-Employee Director is first appointed or elected to the Board or in the fiscal year in which the Company's initial public offering occurs.
ARTICLE V — ELIGIBILITY
Section 5.1 — General
Awards may be granted under the Plan to the following categories of individuals:
(a) Employees of the Company or any Affiliate;
(b) Consultants providing bona fide services to the Company or any Affiliate; and
(c) Non-Employee Directors of the Company.
The Committee shall select Participants from among eligible individuals and shall determine the type, terms, and conditions of each Award to be granted to a Participant. An individual who has been granted an Award may, if otherwise eligible, be granted additional Awards at any time. The grant of an Award to an eligible individual shall not require the grant of an Award to any other eligible individual, and the terms of Awards need not be uniform among Participants.
Notwithstanding the foregoing, Incentive Stock Options may be granted only to individuals who are Employees of the Company or a Subsidiary (within the meaning of Section 424(f) of the Code) at the time of grant. The grant of an Award to an Employee, Consultant, or Non-Employee Director shall not confer upon such individual any right to be retained in the employ or service of the Company or any Affiliate.
Section 5.2 — Non-Employee Directors
Non-Employee Directors of the Company shall be eligible to receive Awards under the Plan as determined by the Board or the Committee. As of the Effective Date, the Non-Employee Directors include Warren Okoro, Catherine Liang, and Richard Estavez. In addition, Hugh Pemberton and Diane Kovac, who serve on the Board as designees of Pinnacle Vista Capital Partners III, LP, shall be eligible for Awards under the Plan to the extent that they are Non-Employee Directors and otherwise satisfy the eligibility requirements of the Plan. The terms of Awards granted to Non-Employee Directors may differ from Awards granted to Employees and Consultants, and the Board or the Committee may establish a separate compensation program for Non-Employee Directors utilizing Awards under the Plan, either alone or in combination with cash compensation.
ARTICLE VI — STOCK OPTIONS
Section 6.1 — Grant of Options
The Committee is authorized to grant Options to eligible Participants under the Plan. Each Option granted under the Plan shall be designated as either an Incentive Stock Option or a Nonqualified Stock Option at the time of grant. In the absence of such designation, the Option shall be deemed a Nonqualified Stock Option. Each Option grant shall be evidenced by an Award Agreement specifying: (i) the type of Option (ISO or NQSO); (ii) the number of shares of Common Stock subject to the Option; (iii) the exercise price per share; (iv) the vesting schedule; (v) the expiration date; and (vi) such other terms and conditions as the Committee deems appropriate, consistent with the provisions of the Plan.
Section 6.2 — Exercise Price
The exercise price per share of Common Stock subject to an Option shall be determined by the Committee at the time of grant, but shall not be less than one hundred percent (100%) of the Fair Market Value of a share of Common Stock on the date of grant. In the case of an Incentive Stock Option granted to a Ten Percent Stockholder, the exercise price per share shall not be less than one hundred ten percent (110%) of the Fair Market Value of a share of Common Stock on the date of grant. Notwithstanding the foregoing, an Option that is a substitute Award may have an exercise price that is less than one hundred percent (100%) of the Fair Market Value of a share of Common Stock on the date of grant, provided that such exercise price is determined in a manner consistent with the requirements of Sections 409A and 424 of the Code, as applicable, and the applicable rules of the New York Stock Exchange.
Section 6.3 — Vesting and Exercise
Options shall vest and become exercisable in accordance with the schedule and terms set forth in the applicable Award Agreement. Unless otherwise specified in the Award Agreement, Options shall vest and become exercisable in four (4) substantially equal annual installments, with twenty-five percent (25%) of the shares subject to the Option vesting on each of the first four (4) anniversaries of the date of grant, in each case subject to the Participant's Continuous Service through the applicable vesting date.
The Committee may, in its discretion, establish different vesting schedules for Options, including but not limited to: (i) cliff vesting (where the entire Option vests on a single date); (ii) performance-based vesting (where vesting is contingent upon the achievement of specified Performance Goals); (iii) accelerated vesting upon the occurrence of specified events (such as a Change in Control, death, Disability, or Retirement); and (iv) any other vesting schedule the Committee deems appropriate. No Option shall vest or become exercisable after the expiration of its term as set forth in Section 6.4.
Section 6.4 — Term
No Option shall have a term exceeding ten (10) years from the date of grant. In the case of an Incentive Stock Option granted to a Ten Percent Stockholder, the maximum term of the Option shall be five (5) years from the date of grant.
Unless otherwise provided in the applicable Award Agreement, upon a Participant's termination of Continuous Service, the following provisions shall apply to the Participant's outstanding Options:
(a) Termination for Cause. If a Participant's Continuous Service is terminated for Cause, all Options held by such Participant (whether vested or unvested) shall immediately terminate and be forfeited as of the date of such termination, and the Participant shall have no further rights with respect to such Options.
(b) Termination by Reason of Death or Disability. If a Participant's Continuous Service terminates by reason of the Participant's death or Disability, the vested portion of all Options held by such Participant may be exercised by the Participant (or the Participant's legal representative, estate, or beneficiary, as applicable) for a period of twelve (12) months following the date of such termination (but in no event beyond the original expiration date of the Option).
(c) Termination for Any Other Reason. If a Participant's Continuous Service terminates for any reason other than Cause, death, or Disability, the vested portion of all Options held by such Participant may be exercised for a period of ninety (90) days following the date of such termination (but in no event beyond the original expiration date of the Option), or such longer period as may be specified in the applicable Award Agreement.
Any Option (or portion thereof) that is not exercised within the applicable post-termination exercise period shall terminate and be forfeited. For the avoidance of doubt, unvested Options shall terminate and be forfeited as of the date of a Participant's termination of Continuous Service, unless the Award Agreement or another written agreement between the Participant and the Company provides otherwise.
Section 6.5 — Method of Exercise
An Option shall be exercised by the delivery to the Company of a written or electronic notice of exercise, in such form as the Committee may prescribe, specifying the number of shares of Common Stock to be purchased and accompanied by full payment of the aggregate exercise price for such shares. Payment of the exercise price may be made by any one or a combination of the following methods, as permitted by the Committee and set forth in the applicable Award Agreement:
(a) cash (including by check, wire transfer, or other means acceptable to the Company);
(b) to the extent permitted by the Committee, delivery (either by actual delivery or attestation) of shares of Common Stock already owned by the Participant, valued at their Fair Market Value on the date of exercise;
(c) through a broker-assisted cashless exercise (in which a broker sells shares of Common Stock subject to the Option on the Participant's behalf and delivers to the Company the exercise price from the sale proceeds);
(d) through a "net exercise" arrangement whereby the Company withholds from the shares of Common Stock otherwise deliverable upon exercise a number of shares with an aggregate Fair Market Value equal to the aggregate exercise price; or
(e) any combination of the foregoing methods.
The Committee may impose such restrictions or limitations as it deems appropriate on the use of any method of payment described above. No shares of Common Stock shall be issued upon the exercise of an Option until full payment of the exercise price therefor has been made and all applicable tax withholding obligations have been satisfied.
Section 6.6 — ISO Limitations
The following limitations shall apply to Incentive Stock Options granted under the Plan:
(a) $100,000 Limitation. To the extent that the aggregate Fair Market Value (determined as of the date of grant) of shares of Common Stock with respect to which Incentive Stock Options are exercisable for the first time by a Participant during any calendar year (under the Plan and all other plans of the Company and its Affiliates) exceeds $100,000, such Options shall be treated as Nonqualified Stock Options. For purposes of this rule, Options shall be taken into account in the order in which they were granted.
(b) Ten-Year Grant Period. No Incentive Stock Option may be granted under the Plan more than ten (10) years after the earlier of (i) the date the Plan is adopted by the Board or (ii) the date the Plan is approved by the stockholders of the Company.
(c) Non-Transferability. Incentive Stock Options shall not be transferable by the Participant other than by will or the laws of descent and distribution and shall be exercisable, during the Participant's lifetime, only by the Participant or the Participant's guardian or legal representative.
(d) Disqualifying Dispositions. If a Participant disposes of shares of Common Stock acquired upon exercise of an Incentive Stock Option before the expiration of either (i) two (2) years from the date of grant of the Incentive Stock Option or (ii) one (1) year from the date of exercise, the Participant shall notify the Company of such disposition in writing within thirty (30) days of such disposition.
(e) Compliance. Each Incentive Stock Option shall contain such terms and conditions as the Committee deems necessary or desirable to ensure compliance with Section 422 of the Code. In the event that the Code or the regulations thereunder are amended or modified after the date of the Plan to permit more favorable treatment of Incentive Stock Options, the Committee may make conforming amendments to the Plan.
Section 6.7 — No Repricing
Notwithstanding any other provision of the Plan, the Committee shall not, without the prior approval of the stockholders of the Company:
(a) reduce the exercise price of any outstanding Option;
(b) cancel any outstanding Option in exchange for a new Option, Stock Appreciation Right, or other Award with a lower exercise or grant price;
(c) cancel any outstanding Option in exchange for cash or another Award at a time when the exercise price of such Option exceeds the Fair Market Value of the underlying shares of Common Stock; or
(d) take any other action with respect to an outstanding Option that would be treated as a "repricing" under the rules and regulations of the New York Stock Exchange.
The foregoing prohibition shall not apply to adjustments made pursuant to Section 4.4 in connection with a change in the Company's capitalization.
ARTICLE VII — STOCK APPRECIATION RIGHTS
Section 7.1 — Grant of SARs
The Committee is authorized to grant Stock Appreciation Rights to eligible Participants under the Plan. SARs may be granted on a standalone basis or in tandem with an Option (a "Tandem SAR"). A Tandem SAR may be granted at the same time as the related Option or, in the case of a Nonqualified Stock Option, at any subsequent time prior to the exercise or expiration of such Option. Each SAR shall be evidenced by an Award Agreement specifying the grant price, the number of shares of Common Stock to which the SAR relates, the vesting schedule, the expiration date, the form of settlement, and such other terms and conditions as the Committee deems appropriate.
Section 7.2 — Grant Price
The grant price per share of Common Stock subject to a SAR shall be determined by the Committee at the time of grant, but shall not be less than one hundred percent (100%) of the Fair Market Value of a share of Common Stock on the date of grant. In the case of a Tandem SAR, the grant price shall be equal to the exercise price of the related Option. Notwithstanding the foregoing, a SAR that is a substitute Award may have a grant price that is less than one hundred percent (100%) of the Fair Market Value of a share of Common Stock on the date of grant, provided that such grant price is determined in a manner consistent with the requirements of Section 409A of the Code and the applicable rules of the New York Stock Exchange.
Section 7.3 — Vesting and Exercise
SARs shall vest and become exercisable in accordance with the schedule and terms set forth in the applicable Award Agreement. Unless otherwise specified in the Award Agreement, SARs shall vest and become exercisable in four (4) substantially equal annual installments, with twenty-five percent (25%) of the shares subject to the SAR vesting on each of the first four (4) anniversaries of the date of grant, in each case subject to the Participant's Continuous Service through the applicable vesting date. The Committee may establish different vesting schedules, including performance-based vesting, cliff vesting, or accelerated vesting upon the occurrence of specified events, as it deems appropriate.
A Tandem SAR shall vest and become exercisable on the same terms and conditions and at the same times as the related Option. A Tandem SAR shall expire on the same date as the related Option. Upon the exercise of a Tandem SAR, the related Option (or portion thereof) shall be canceled, and upon the exercise of the related Option, the Tandem SAR (or portion thereof) shall be canceled.
Section 7.4 — Term
No SAR shall have a term exceeding ten (10) years from the date of grant. Upon a Participant's termination of Continuous Service, the same rules applicable to Options as set forth in Section 6.4 shall apply to SARs, mutatis mutandis.
Section 7.5 — Settlement
Upon exercise of a SAR, the Participant shall be entitled to receive payment of an amount equal to the excess, if any, of: (i) the Fair Market Value of one share of Common Stock on the date of exercise, over (ii) the grant price per share, multiplied by the number of shares of Common Stock with respect to which the SAR is exercised. Such payment shall be made in the form of: (a) shares of Common Stock; (b) cash; or (c) a combination of shares and cash, as specified in the applicable Award Agreement or as otherwise determined by the Committee in its sole discretion. In the event of settlement in shares of Common Stock, the number of shares delivered shall be determined by dividing the aggregate amount payable by the Fair Market Value of one share of Common Stock on the date of exercise. No fractional shares shall be issued; any fractional share shall be treated in accordance with Section 15.10.
Section 7.6 — No Repricing
The same prohibition on repricing as set forth in Section 6.7 with respect to Options shall apply to Stock Appreciation Rights, mutatis mutandis.
ARTICLE VIII — RESTRICTED STOCK AND RESTRICTED STOCK UNITS
Section 8.1 — Grant of Restricted Stock and RSUs
The Committee is authorized to grant Restricted Stock and Restricted Stock Units to eligible Participants under the Plan. Each grant of Restricted Stock or RSUs shall be evidenced by an Award Agreement specifying: (i) the number of shares of Common Stock or RSUs granted; (ii) the restriction period; (iii) the vesting conditions (which may be time-based, performance-based, or a combination thereof); (iv) the forfeiture provisions; and (v) such other terms and conditions as the Committee deems appropriate, consistent with the provisions of the Plan.
Section 8.2 — Vesting
Restricted Stock and RSUs shall vest in accordance with the terms and conditions set forth in the applicable Award Agreement. Unless otherwise specified in the Award Agreement, RSUs shall vest and become non-forfeitable in four (4) substantially equal annual installments, with twenty-five percent (25%) of the RSUs vesting on each of the first four (4) anniversaries of the date of grant, in each case subject to the Participant's Continuous Service through the applicable vesting date.
In connection with the Company's initial public offering, the Compensation Committee, with the input and advice of Clarendon Rowe Advisory Group LLC, the Company's independent compensation consultant, has recommended the following initial RSU grants to the Company's executive officers, in each case with four-year ratable vesting (25% per year on each anniversary of the grant date), subject to continued employment:
•  Chief Executive Officer (Garrett Calloway): 500,000 RSUs
•  President (Elaine Briggs): 400,000 RSUs
•  Chief Financial Officer (Marcus Yoon): 300,000 RSUs
•  Other Named Executive Officers: 150,000 to 200,000 RSUs each
The Committee may, in its discretion, establish different vesting schedules and conditions for Restricted Stock and RSUs, including: (i) cliff vesting; (ii) performance-based vesting contingent upon the achievement of specified Performance Goals; (iii) combination time-and-performance vesting; and (iv) accelerated vesting upon the occurrence of specified events (such as a Change in Control, death, Disability, or Retirement). Notwithstanding the foregoing, the Committee may waive or modify any vesting condition with respect to any Award of Restricted Stock or RSUs, subject to the terms of the Plan.
Section 8.3 — Restrictions on Restricted Stock
During the applicable restriction period, the following restrictions and conditions shall apply to shares of Restricted Stock:
(a) Transfer Restrictions. Shares of Restricted Stock may not be sold, assigned, transferred, pledged, hypothecated, or otherwise encumbered or disposed of until the restrictions applicable to such shares have lapsed or been removed in accordance with the terms of the Award Agreement. Any attempt to sell, assign, transfer, pledge, hypothecate, or otherwise encumber or dispose of Restricted Stock in violation of this Section 8.3 shall be null and void and of no force or effect.
(b) Custody of Certificates. The Company shall retain custody of any certificates representing shares of Restricted Stock (or, if shares are held in book-entry form, the Company shall cause appropriate stop-transfer instructions to be placed with respect to such shares) until the applicable restrictions have lapsed. The Company may require, as a condition to the issuance of Restricted Stock, that the Participant deliver to the Company a stock power, endorsed in blank, relating to the shares of Restricted Stock, to be held in escrow until such restrictions lapse.
(c) Stockholder Rights. Except as otherwise provided in the applicable Award Agreement, a Participant who holds Restricted Stock shall have the rights of a stockholder of the Company with respect to such shares, including the right to vote such shares at meetings of the stockholders; provided, however, that any dividends declared and paid with respect to shares of Restricted Stock shall be accumulated and held by the Company (without interest) and shall be paid to the Participant only upon and to the extent that the underlying shares of Restricted Stock vest and the restrictions thereon lapse. If any shares of Restricted Stock are forfeited, any accumulated and unpaid dividends attributable to such forfeited shares shall be forfeited and returned to the Company.
Section 8.4 — Settlement of RSUs
RSUs shall be settled upon vesting (or at such later date as may be specified in the applicable Award Agreement, consistent with the requirements of Section 409A of the Code) by the delivery to the Participant of:
(a) one share of Common Stock for each RSU that has vested;
(b) cash in an amount equal to the Fair Market Value of one share of Common Stock on the settlement date for each RSU that has vested; or
(c) a combination of shares of Common Stock and cash,
as determined by the Committee in its sole discretion and as specified in the applicable Award Agreement. Settlement shall be made as promptly as practicable following vesting (and in no event later than the date required to comply with Section 409A of the Code), unless the Committee has permitted or required the Participant to defer the receipt of shares or cash pursuant to Section 12.6.
The Committee may, in its discretion, credit dividend equivalents to RSUs. Any such dividend equivalents shall be accumulated (without interest) and shall be paid to the Participant only upon and to the extent that the underlying RSUs vest and are settled. If any RSUs are forfeited, any accumulated and unpaid dividend equivalents attributable to such forfeited RSUs shall be forfeited and returned to the Company.
Section 8.5 — Forfeiture
Unless the applicable Award Agreement provides otherwise, or the Committee exercises its discretion to accelerate vesting, all unvested shares of Restricted Stock and all unvested RSUs held by a Participant shall be forfeited and canceled upon the termination of such Participant's Continuous Service. Shares of Restricted Stock that are forfeited shall be returned to the Company, and RSUs that are forfeited shall be canceled, without any consideration or further action required on the part of the Participant. The Committee may, in its discretion, waive the forfeiture conditions applicable to any Award of Restricted Stock or RSUs in whole or in part, based on such factors as the Committee deems relevant, including the circumstances of the Participant's termination of Continuous Service.
ARTICLE IX — PERFORMANCE AWARDS
Section 9.1 — Grant of Performance Awards
The Committee is authorized to grant Performance Awards to eligible Participants under the Plan. Performance Awards may be denominated in shares of Common Stock, Restricted Stock Units, cash, or other forms, or any combination thereof, as the Committee may determine. Each Performance Award shall be evidenced by an Award Agreement specifying: (i) the Performance Goals applicable to the Award; (ii) the Performance Period; (iii) the target level of achievement and the corresponding payout; (iv) the method of determining the amount earned; (v) the form and timing of settlement; and (vi) such other terms and conditions as the Committee deems appropriate. Performance Awards shall be earned based on the achievement of one or more Performance Goals during the applicable Performance P

CALLOWAY-BRIGGS RENEWABLES INC.

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