plan administrator may interpret the 2019 Plan and may prescribe, amend and rescind rules and make all other determinations necessary or desirable for the administration of the 2019 Plan.

The 2019 Plan permits the plan administrator to select the eligible recipients who will receive awards, determine the terms and conditions of those awards (including but not limited to the exercise price or other purchase price of an award, the number of shares of common stock or cash or other property subject to an award, the term of an award and the vesting schedule applicable to an award) and to amend the terms and conditions of outstanding awards.

Stock Options. We may issue stock options under the 2019 Plan. Stock options granted under the 2019 Plan may be non-qualified stock options or may qualify as incentive stock options within the meaning of Section 422 of the Code. The exercise price of all stock options granted under the 2019 Plan will be determined by the plan administrator. With limited exceptions, in no event may the exercise price be less than 100% of the fair market value of the related shares of Class A common stock on the grant date. The maximum term of all stock options granted under the 2019 Plan will be determined by the plan administrator, but may not exceed ten years. Each stock option will vest and become exercisable at such time and subject to such terms and conditions as determined by the plan administrator in the applicable individual stock option agreement.

Unless the applicable stock option agreement provides otherwise, in the event of an optionees termination of employment or service, stock options will be treated as follows: (i) if the termination is for any reason other than for cause, disability or death, vested options generally will remain exercisable until three months after termination and then expire, (ii) if the termination is on account of the optionees disability or death, vested options generally will remain exercisable until one year after termination and will then expire and (iii) if the termination is for cause, all options, whether vested or unvested, will expire as of the date of such termination. Unless the applicable stock option agreement provides otherwise, any options that were not vested and exercisable on the date of any termination of employment or service for any reason will expire as of the date of such termination.

SARs. SARs may be granted under the 2019 Plan either alone or in conjunction with all or part of any stock option granted under the 2019 Plan. A free-standing SAR granted under the 2019 Plan entitles its holder to receive, at the time of exercise, an amount per share equal to the excess of the fair market value (at the date of exercise) of a share of Class A common stock over the base price of the free-standing SAR. A SAR granted in conjunction with all or part of a stock option under the 2019 Plan entitles its holder to receive, at the time of exercise of the SAR and surrender of the related option, an amount per share equal to the excess of the fair market value (at the date of exercise) of a share of Class A common stock over the exercise price of the related option. With limited exceptions, each SAR will be granted with a base price that is not less than 100% of the fair market value of the related shares of Class A common stock on the grant date. The maximum term of all SARs granted under the 2019 Plan will be determined by the plan administrator, but may not exceed ten years. The plan administrator may determine to settle the exercise of a SAR in shares of Class A common stock, cash or any combination thereof.

Unless an individual free-standing SARs agreement provides otherwise, in the event of a SAR holders termination of employment or service, free-standing SARs will be treated as follows: (i) if the termination is for any reason other than for cause, disability or death, vested free-standing SARs generally will remain exercisable until three months after termination and then expire, (ii) if the termination is on account of the holders disability or death, vested free-standing SARs generally will remain exercisable until one year after termination and will then expire and (iii) if the termination is for cause, all free-standing SARs (whether vested or unvested) will expire as of the date of such termination. Unless an individual free-standing SARs agreement provides otherwise, any free-standing SARs that were not vested and exercisable on the date of any termination of employment or service for any reason will expire as of the date of such termination.

SARs granted in conjunction with all or part of a stock option will be exercisable at such times and subject to all of the terms and conditions applicable to the related option.

Restricted Stock and RSUs. Restricted stock and RSUs may be granted under the 2019 Plan. RSUs may be settled in shares of Class A common stock or cash in the discretion of the plan administrator. The plan administrator will determine the purchase price, vesting schedule and performance objectives, if any, applicable to the grant of restricted stock and RSUs. If the restrictions, performance objectives or other conditions determined by the plan administrator are not satisfied, the restricted stock and RSUs will be forfeited. Subject to the provisions of the 2019 Plan and applicable individual award agreement, the plan administrator has the sole discretion to provide for the lapse of restrictions in

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