EX-10.2(a)





 Exhibit 10.2(a) 

TREACE MEDICAL CONCEPTS, INC. 

2014 STOCK PLAN 

1.    Purposes of the Plan. The name of this plan is the Treace Medical Concepts, Inc. 2014 Stock Plan (the “Plan”). The
purposes of this Plan are to (a) attract and retain the best available personnel for positions of substantial responsibility; (b) to provide additional incentive to Employees, Directors and Consultants; and (c) to promote the success
of the Company’s business. Options granted under the Plan may be Incentive Stock Options or Nonstatutory Stock Options, as determined by the Administrator at the time of grant. Stock Purchase Rights may also be granted under the Plan. 

2.    Definitions. As used herein, the following definitions shall apply: 

(a) “Administrator” means the Board or any of its Committees as shall be administering the Plan in accordance with Section 4 hereof. 

(b) “Applicable Laws” means the requirements relating to the administration of stock option plans under U.S. state corporate laws, U.S. federal and
state securities laws, the Code, any stock exchange or quotation system on which the Common Stock is listed or quoted and the applicable laws of any other country or jurisdiction where Options or Stock Purchase Rights are granted under the Plan.

 (c) “Board” means the Board of Directors of the Company. 

(d) “Change in Control” means the occurrence of any of the following events: 

 

	 	(i)	 Any “person” (as such term is used in Sections l3(d) and l4(d) of the Exchange Act) becomes the
“beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented
by the Company’s then outstanding voting securities; or 


  

	 	(ii)	 The consummation of the sale or disposition by the Company of all or substantially all of the Company’s
assets; or 


  

	 	(iii)	 The consummation of a merger or consolidation of the Company with any other corporation, other than a merger or
consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its
parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation. 



However, to the extent that Section 409A of the Code would cause an adverse tax consequence to a Plan participant using the above
definition, the term “Change in Control” shall have the meaning ascribed to the phrase “Change in the Ownership or Effective Control of a Corporation or in the Ownership of a Substantial Portion of the Assets of a Corporation”
under Treasury Department Regulation 1.409A-3(i)(5), as revised from time to time in either subsequent proposed or final regulations, and in the event that such regulations are withdrawn or such phrase (or a
substantially similar phrase) ceases to be defined, as determined by the Committee. 
 (e) “Code” means the Internal Revenue Code of 1986, as
amended. 
 (f) “Committee” means a committee of Directors or of other individuals satisfying Applicable Laws appointed by the Board in accordance
with Section 4 hereof. 












 (g) “Common Stock” means the Class A Common Stock of the Company. 

(h) “Company” means Treace Medical Concepts, Inc., a Delaware corporation. 

(i) “Consultant” means any person who is engaged by the Company or any Parent or Subsidiary to render consulting, advisory or independent sales
agent services to such entity. 
 (j) “Director” means a member of the Board. 

(k) “Disability” means total and permanent disability as defined in Section 22(e)(3) of the Code. 

(1) “Employee” means any person, including officers and Directors, employed by the Company or any Parent or Subsidiary of the Company. Neither
service as a Director nor payment of a director’s fee by the Company shall be sufficient to constitute “employment” by the Company. 
 (m)
“Exchange Act” means the Securities Exchange Act of 1934, as amended. 
 (n) “Fair Market Value” means, as of any date, the value of
Common Stock determined as follows: 
  

	 	(i)	 If the Common Stock is listed on any established stock exchange or a national market system, including without
limitation the Nasdaq National Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market, its Fair Market Value shall be the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on such exchange or
system on the day of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable; 


  

	 	(ii)	 If the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported,
its Fair Market Value shall be the mean between the high bid and low asked prices for the Common Stock on the day of determination; or 


  

	 	(iii)	 In the absence of an established market for the Common Stock, the Fair Market Value thereof shall be determined
in good faith by the Administrator. 


 With respect to Incentive Stock Options, Fair Market Value shall be determined in accordance with
Code Section 422 and with respect to Nonstatutory Stock Options, Fair Market Value shall be determined in accordance with Code Section 409A. 

(o) “Incentive Stock Option” means an Option intended to qualify as an incentive stock option within the meaning of Section 422 of the Code.

 (p) “Nonstatutory Stock Option” means an Option not intended to qualify as an Incentive Stock Option. 

(q) “Option” means a stock option granted pursuant to the Plan. 

(r) “Option Agreement” means a written or electronic agreement between the Company and an Optionee evidencing the terms and conditions of an
individual Option grant. The Option Agreement is subject to the terms and conditions of the Plan. 
 (s) “Optioned Stock” means the Common Stock
subject to an Option or a Stock Purchase Right. 
 (t) “Optionee” means the holder of an outstanding Option or Stock Purchase Right granted under
the Plan. 












 (u) “Parent” means a “parent corporation,” whether now or hereafter existing, as defined
in Section 424(e) of the Code. 
 (v) “Plan” means this Treace Medical Concepts, Inc. 2014 Stock Plan, as amended and/or amended and restated
from time to time. 
 (w) “Restricted Stock” means Shares issued pursuant to a Stock Purchase Right or Shares of restricted stock issues pursuant
to an Option. 
 (x) “Restricted Stock Purchase Agreement” means a written agreement between the Company and the Optionee evidencing the terms and
restrictions applying to Shares purchased under a Stock Purchase Right. The Restricted Stock Purchase Agreement is subject to the terms and conditions of the Plan and the notice of grant. 

(y) “Securities Act means the Securities Act of 1933, as amended. 

(z) “Service Provider” means an Employee, Director or Consultant. 

(aa) “Share” means a share of the Common Stock, as adjusted in accordance with Section 13 below. 

(bb) “Stock Purchase Right” means a right to purchase Common Stock pursuant to Section 11 below. 

(cc) “Subsidiary” means a “subsidiary corporation,” whether now or hereafter existing, as defined in Section 424(1) of the Code. 

3.    Stock Subject to the Plan. Subject to the provisions of Section 13 of the Plan, (i) the maximum aggregate number of
Shares that may be subject to Options or Stock Purchase Rights and sold under the Plan is Eight Million (8,000,000) Shares and (ii) the maximum number of Shares that may be subject to Incentive Stock Options and sold under the Plan is Eight
Million (8,000,000) Shares. The Shares may be authorized but unissued, or reacquired Common Stock. 
 If an Option or Stock Purchase Right expires or
becomes exercisable without having been exercised in full, the unpurchased Shares that were subject thereto shall become available for future grant or sale under the Plan (unless the Plan has terminated). However, Shares that have actually been
issued under the Plan, upon exercise of either an Option or Stock Purchase Right, shall not be returned to the Plan and shall not become available for future distribution under the Plan, except that if unvested Shares of Restricted Stock are
repurchased by the Company at their original purchase price, such Shares shall become available for future grant under the Plan. 
 No fractional Shares
shall be issued or delivered pursuant to the Plan. The Administrator shall determine whether cash, additional awards or other securities or property shall be issued or paid in lieu of fractional Shares or whether any fractional shares should be
rounded, forfeited or otherwise eliminated. 
 4.    Administration of the Plan. 

(a) Administrator. The Plan shall be administered by the Board or a Committee appointed by the Board, which Committee shall
be constituted to comply with Applicable Laws. 
 (b) Powers of the Administrator. Subject to the provisions of the Plan and, in the case of a
Committee, the specific duties delegated by the Board to such Committee, and subject to the approval of any relevant authorities, the Administrator shall have the authority in its discretion: 













	 	(i)	 to determine the Fair Market Value; 



 

	 	(ii)	 to select the Service Providers to whom Options and Stock Purchase Rights may from time to time be granted
hereunder; 


  

	 	(iii)	 to determine the number of Shares to be covered by each such award 



 

	 	(iv)	 to approve forms of agreement for use under the Plan; 



 

	 	(v)	 to determine the terms and conditions of any Option or Stock Purchase Right granted hereunder. Such terms and
conditions include, but are not limited to, the exercise price, the time or times when Options or Stock Purchase Rights may be exercised (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and
any restriction or limitation regarding any Option or Stock Purchase Right or the Common Stock relating thereto, based in each case on such factors as the Administrator, in its sole discretion, shall determine; 



 

	 	(vi)	 to prescribe, amend and rescind rules and regulations relating to the Plan, including rules and regulations
relating to sub-plans established for the purpose of satisfying applicable foreign laws; 


  

	 	(vii)	 to allow Optionees to satisfy withholding tax obligations by electing to have the Company withhold from the
Shares to be issued upon exercise of an Option or Stock Purchase Right that number of Shares having a Fair Market Value equal to the minimum amount required to be withheld. The Fair Market Value of the Shares to be withheld shall be determined on
the date that the amount of tax to be withheld is to be determined. All elections by Optionees to have Shares withheld for this purpose shall be made in such form and under such conditions as the Administrator may deem necessary or advisable;



  

	 	(viii)	 to construe and interpret the terms of the Plan and Options granted pursuant to the Plan; and



  

	 	(ix)	 to exercise discretion to make any and all other determinations which it determines to be necessary or
advisable for the administration of the Plan. 


 (c) Effect of Administrator’s Decision. All decisions, determinations and
interpretations of the Administrator shall be final and binding on all Optionees. 
 5. Eligibility. Nonstatutory Stock Options and Stock Purchase
Rights may be granted to Service Providers. Incentive Stock Options may be granted only to Employees. 
 6. Limitations. 

(a) Incentive Stock Option Limit. Each Option shall be designated in the Option Agreement as either an Incentive Stock Option or a Nonstatutory Stock
Option. However, notwithstanding such designation, to the extent that the aggregate Fair Market Value of the Shares with respect to which Incentive Stock Options are exercisable for the first time by the Optionee during any calendar year (under all
plans of the Company and any Parent or Subsidiary) exceeds $100,000, such Options shall be treated as Nonstatutory Stock Options. For purposes of this Section 6(a), Incentive Stock Options shall be taken into account in the order in which they
were granted. The Fair Market Value of the Shares shall be determined as of the time the Option with respect to such Shares is granted. 












 (b) At-Will Employment. Neither the Plan nor any Option or Stock Purchase Right shall confer upon any
Optionee any right with respect to continuing the Optionee’s relationship as a Service Provider with the Company, nor shall it interfere in any way with his or her right or the Company’s right to terminate such relationship at any time,
with or without cause, and with or without notice. 
 7. Term of Plan. Subject to stockholder approval in accordance with Section 19, the Plan
shall become effective upon its adoption by the Board. Unless sooner terminated under Section 15, it shall continue in effect for a term of ten (10) years from the effective date of the Plan. The Plan shall be subject to approval by the
stockholders of the Company within twelve (12) months after the date the Plan is adopted. Such stockholder approval shall be obtained in the degree and manner required under Applicable Laws. In the event the stockholders fail to approve the
Plan within 12 months after its adoption by the Board of Directors, then any grants, exercises or sales that have already occurred under the Plan shall be rescinded and no additional grants, exercises or sales shall thereafter be made under the
Plan. 
 8. Term of Option. The term of each Option shall be stated in the Option Agreement; provided, however, that the term shall be no more than
ten (10) years from the date of grant thereof. In the case of an Incentive Stock Option granted to an Optionee who, at the time the Option is granted, owns stock representing more than ten percent (10%) of the voting power of all classes of
stock of the Company or any Parent or Subsidiary, the term of the Option shall be five (5) years from the date of grant or such shorter term as may be provided in the Option Agreement. 

9. Option Exercise Price and Consideration. 
 (a)
Exercise Price. The per share exercise price for the Shares to be issued upon exercise of an Option shall be such price as is determined by the Administrator, but shall be subject to the following: 

 

	 	(i)	 In the case of an Incentive Stock Option 



 

	 	(A)	 granted to an Employee who, at the time of grant of such Option, owns stock representing more than ten percent
(10%) of the voting power of all classes of stock of the Company or any Parent or Subsidiary, the exercise price shall be no less than 110% of the Fair Market Value per Share on the date of grant. 



 

	 	(B)	 granted to any other Employee, the per Share exercise price shall be no less than 100% of the Fair Market Value
per Share on the date of grant. 


  

	 	(ii)	 In the case of a Nonstatutory Stock Option the per Share exercise price shall be no less than 100% of the Fair
Market Value per Share on the date of grant. 


  

	 	(iii)	 Notwithstanding the foregoing, Options may be granted with a per Share exercise price other than as required
above pursuant to a merger or other corporate transaction. 


 (b) Forms of Consideration. The consideration to be paid for the
Shares to be issued upon exercise of an Option, including the method of payment, shall be determined by the Administrator (and, in the case of an Incentive Stock Option, shall be determined at the time of grant). Such consideration may consist of,
without limitation: (i) cash; (ii) check; (iii) promissory note; (iv) other Shares, provided Shares that were acquired directly from the Company (x) have been owned by the Optionee for more than six (6) months on the date of
surrender, and (y) have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which such Option shall be exercised; (v) consideration received by the Company under a cashless exercise
program implemented by the Company in connection with the Plan; or (vi) any combination of the foregoing methods of payment. In making its determination as to the type of consideration to accept, the Administrator shall consider if acceptance
of such consideration may be reasonably expected to benefit the Company. 












 10. Exercise of Option. 

(a) Procedure for Exercise; Rights as a Stockholder. Any Option granted hereunder shall be exercisable according to the terms hereof at such times and
under such conditions as determined by the Administrator and set forth in the Option Agreement. An Option may not be exercised for a fraction of a Share. Except in the case of Options granted to officers, Directors and Consultants, Options shall
become exercisable at a rate of no less than 20% per year over five (5) years from the date the Options are granted. 
 An Option shall be deemed
exercised when the Company receives (i) written or electronic notice of exercise in accordance with the Option Agreement) from the person entitled to exercise the Option, and (ii) full payment for the Shares with respect to which the
Option is exercised. Full payment may consist of any consideration and method of payment authorized by the Administrator and permitted by the Option Agreement and the Plan. Shares issued upon exercise of an Option shall be issued in the name of the
Optionee or, if requested by the Optionee, in the name of the Optionee and his or her spouse. Until the Shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no
right to vote or receive dividends or any other rights as a stockholder shall exist with respect to the Shares, notwithstanding the exercise of the Option. The Company shall issue (or cause to be issued) such Shares promptly after the Option is
exercised. No adjustment will be made for a dividend or other right for which the record date is prior to the date the Shares are issued, except as provided in Section 13 of the Plan. Notwithstanding the foregoing, the Shares shall be issued as
promptly as necessary so as to avoid taxes and interest under Section 409A of the Code. 
 Exercise of an Option in any manner shall result in a
decrease in the number of Shares thereafter available for sale under the Option, by the number of Shares as to which the Option is exercised. 
 (b)
Termination of Relationship as a Service Provider. If an Optionee ceases to be a Service Provider, such Optionee may exercise his or her Option within thirty (30) days of termination, or such longer period of time as specified in the
Option Agreement, to the extent that the Option is vested on the date of termination (but in no event later than the expiration of the term of the Option as set forth in the Option Agreement). If, on the date of termination, the Optionee is not
vested as to his or her entire Option, the Shares covered by the unvested portion of the Option shall revert to the Plan. If, after termination, the Optionee does not exercise his or her Option within the time specified by the Administrator, the
Option shall terminate, and the Shares covered by such Option shall revert to the Plan. 
 (c) Disability of Optionee. If an Optionee ceases to be a
Service Provider as a result of the Optionee’s Disability, the Optionee may exercise his or her Option within six (6) months of termination, or such longer period of time as specified in the Option Agreement, to the extent the Option is
vested on the date of termination (but in no event later than the expiration of the term of such Option as set forth in the Option Agreement). If, on the date of termination, the Optionee is not vested as to his or her entire Option, the Shares
covered by the unvested portion of the Option shall revert to the Plan. If, after termination, the Optionee does not exercise his or her Option within the time specified herein, the Option shall terminate, and the Shares covered by such Option shall
revert to the Plan. 
 (d) Death of Optionee. If an Optionee dies while a Service Provider, the Option may be exercised within six (6) months
following Optionee’s death, or such longer period of time as specified in the Option Agreement, to the extent that the Option is vested on the date of death (but in no event later than the expiration of the term of such Option as set forth in
the Option Agreement) by the Optionee’s designated beneficiary, provided such beneficiary has been designated prior to Optionee’s death in a form acceptable to the Administrator. If no such beneficiary has been designated by the Optionee,
then such Option may be exercised by the personal 












 
representative of the Optionee’s estate or by the person(s) to whom the Option is transferred pursuant to the Optionee’s will or in accordance with the laws of descent and distribution.
If, at the time of death, the Optionee is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option shall immediately revert to the Plan. If the Option is not so exercised within the time specified herein,
the Option shall terminate, and the Shares covered by such Option shall revert to the Plan. 
 (e) Leaves of Absence. 

 

	 	(i)	 Unless the Administrator provides otherwise, vesting of Options granted hereunder to officers and Directors
shall be suspended during any unpaid leave of absence. 


  

	 	(ii)	 A Service Provider shall not cease to be an Employee in the case of (A) any leave of absence approved by
the Company or (B) transfers between locations of the Company or between the Company, its Parent, any Subsidiary, or any successor. 


  

	 	(iii)	 For purposes of Incentive Stock Options, no such leave may exceed ninety (90) days, unless reemployment
upon expiration of such leave is guaranteed by statute or contract. If reemployment upon expiration of a leave of absence approved by the Company is not so guaranteed, then three (3) months following the 91st day of such leave, any Incentive
Stock Option held by the Optionee shall cease to be treated as an Incentive Stock Option and shall be treated for tax purposes as a Nonstatutory Stock Option. 



11. Stock Purchase Rights. 
 (a) Rights to
Purchase. Stock Purchase Rights may be issued either alone, in addition to, or in tandem with other awards granted under the Plan and/or cash awards made outside of the Plan. After the Administrator determines that it will offer Stock Purchase
Rights under the Plan, it shall advise the offeree in writing or electronically of the terms, conditions and restrictions related to the offer, including the number of Shares that such person shall be entitled to purchase, the price to be paid, and
the time within which such person must accept such offer. The offer shall be accepted by execution of a Restricted Stock Purchase Agreement in the form determined by the Administrator. 

(b) Repurchase Option. Unless the Administrator determines otherwise, the Restricted Stock Purchase Agreement shall grant the Company a repurchase
option exercisable within 90 days of the voluntary or involuntary termination of the purchaser’s service with the Company for any reason (including death or disability). The purchase price for Shares repurchased pursuant to the Restricted Stock
Purchase Agreement shall be the original price paid by the purchaser and may be paid by cancellation of any indebtedness of the purchaser to the Company. The repurchase option shall lapse at such rate as the Administrator may determine. Except with
respect to Shares purchased by officers, Directors and Consultants, the repurchase option shall in no case lapse at a rate of less than 20% per year over five (5) years from the date of purchase. 

(c) Other Provisions. The Restricted Stock Purchase Agreement shall contain such other terms, provisions and conditions not inconsistent with the Plan
as may be determined by the Administrator in its sole discretion. 
 (d) Rights as a Stockholder. Once the Stock Purchase Right is exercised, the
purchaser shall have rights equivalent to those of a stockholder and shall be a stockholder when his or her purchase is entered upon the records of the duly authorized transfer agent of the Company. No adjustment shall be made for a dividend or
other right for which the record date is prior to the date the Stock Purchase Right is exercised, except as provided in Section 13 of the Plan. 
 12.
Limited Transferability of Options and Stock Purchase Rights. Unless determined otherwise by the Administrator, Options and Stock Purchase Rights may not be sold, pledged, assigned, hypothecated, transferred,













 
or disposed of in any manner other than by will or the laws of descent and distribution, and may be exercised during the lifetime of the Optionee, only by the Optionee. If the
Administrator in its sole discretion makes an Option or Stock Purchase Right transferable, such Option or Stock Purchase Right may only be transferred (i) by will, (ii) by the laws of descent and distribution, or (iii) to family
members (within the meaning of Rule 701 of the Securities Act) through gifts or domestic relations orders, as permitted by Rule 701 of the Securities Act. 

13. Adjustments; Dissolution or Liquidation; Merger or Change in Control. 

(a) Adjustments. In the event that any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property),
recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, or other change in the corporate structure of the
Company affecting the Shares occurs, the Administrator, in order to prevent diminution or enlargement of the benefits or potential benefits intended to be made available under the Plan, may (in its sole discretion)but shall not be required, adjust
the number and class of Shares that may be delivered under the Plan and/or the number, class, and price of Shares covered by each outstanding Option or Stock Purchase Right. In the case of adjustments made pursuant to this Section 13, unless
the Administrator specifically determines that such adjustment is in the best interests of the Company, the Administrator shall, in the case of Incentive Stock Options, ensure that any adjustments under this Section 13 will not constitute a
modification, extension or renewal of the Incentive Stock Options within the meaning of Section 424(h)(3) of the Code and in the case of Non-qualified Stock Options, ensure that any adjustments under this
Section 13 will not constitute a modification of such Non-qualified Stock Options within the meaning of Section 409A of the Code. In the event the Company becomes a publicly held corporation, any
adjustments made under this Section 13 shall be made in a manner which does not adversely affect the exemption provided pursuant to Rule 16b-3 under the Exchange Act. Further, with respect to awards
intended to qualify as “performance-based compensation” under Section 162(m) of the Code, any adjustments or substitutions will not cause the Company to be denied a tax deduction on account of Section 162(m) of the Code. The
Company shall give each stockholder notice of an adjustment hereunder and, upon notice, such adjustment shall be conclusive and binding for all purposes. 

(b) Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of the Company, the Administrator shall notify each Optionee as
soon as practicable prior to the effective date of such proposed transaction. To the extent it has not been previously exercised, an Option or Stock Purchase Right will terminate immediately prior to the consummation of such proposed action. 

(c) Merger or Change in Control. In the event of a merger of the Company with or into another corporation, or a Change in Control, each outstanding
Option and Stock Purchase Right shall be assumed or an equivalent option substituted by the successor corporation or a Parent or Subsidiary of the successor corporation. In the event that the successor corporation in a merger or Change in Control
refuses to assume or substitute for the Option or Stock Purchase Right, then the Optionee shall fully vest in and have the right to exercise the Option or Stock Purchase Right as to all of the Optioned Stock, including Shares as to which it would
not otherwise be vested or exercisable. If an Option or Stock Purchase Right becomes fully vested and exercisable in lieu of assumption or substitution in the event of a merger or Change in Control, the Administrator shall notify the Optionee in
writing or electronically that the Option or Stock Purchase Right shall be fully exercisable for a period of at least fifteen (15) days from the date of such notice, and the Option or Stock Purchase Right shall terminate upon expiration of such
period. For the purposes of this paragraph, the Option or Stock Purchase Right shall be considered assumed if, following the merger or Change in Control, the option or right confers the right to purchase or receive, for each Share of Optioned Stock
subject to the Option or Stock Purchase Right immediately prior to the merger or Change in Control, the consideration (whether stock, cash, or other securities or property) received in the merger or Change in Control by holders of Common Stock for
each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that













 
if such consideration received in the merger or Change in Control is not solely common stock of the successor corporation or its Parent, the Administrator may, with the consent of the successor
corporation, provide for the consideration to be received upon the exercise of the Option or Stock Purchase Right, for each Share of Optioned Stock subject to the Option or Stock Purchase Right, to be solely common stock of the successor corporation
or its Parent equal in fair market value to the per share consideration received by holders of common stock in the merger or Change in Control. Notwithstanding the foregoing, the Administrator shall have the right to include in the relevant stock
option and restricted stock grant agreements provisions regarding acceleration of vesting upon a merger or Change in Control that differ from those set forth above, and such provisions shall preempt those contained in this Section 13(c). 

14. Time of Granting Options and Stock Purchase Rights. The date of grant of an Option or Stock Purchase Right shall, for all purposes, be the date on
which the Administrator makes the determination granting such Option or Stock Purchase Right, or such later date as is determined by the Administrator. Notice of the determination shall be given to each Service Provider to whom an Option or Stock
Purchase Right is so granted within a reasonable time after the date of such grant. 
 15. Amendment and Termination of the Plan. 

(a) Amendment and Termination. The Board may at any time amend, alter, suspend or terminate the Plan at any time and for any reason; provided, however,
that any amendment of the Plan shall be subject to the approval of the Company’s stockholders if it (i) increases the number of Shares available for issuance under the Plan (except as provided in Section 8) or (ii) changes the
class of persons who are eligible for the grant of Incentive Stock Options. Stockholder approval shall not be required for any other amendment of the Plan. If the stockholders fail to approve an increase in the number of Shares reserved under
Section 3 within 12 months after its adoption by the Board of Directors, then any grants, exercises or sales that have already occurred in reliance on such increase shall be rescinded and no additional grants, exercises or sales shall
thereafter be made in reliance on such increase. 
 (b) Stockholder Approval. The Board shall obtain stockholder approval of any Plan amendment to
the extent necessary and desirable to comply with Applicable Laws. 
 (c) Effect of Amendment or Termination. No amendment, alteration, suspension or
termination of the Plan shall impair the rights granted to any Optionee prior to such termination, unless mutually agreed otherwise between the Optionee and the Administrator, which agreement must be in writing and signed by the Optionee and the
Company. Termination of the Plan shall not affect the Administrator’s ability to exercise the powers granted to it hereunder with respect to Options granted under the Plan prior to the date of such termination. 

16. Conditions upon Issuance of Shares. 
 (a) Legal
Compliance. Shares shall not be issued pursuant to the exercise of an Option or Stock Purchase Right unless the exercise of such Option or Stock Purchase Right and the issuance and delivery of such Shares shall comply with Applicable Laws and
shall be further subject to the approval of counsel for the Company with respect to such compliance. 
 (b) Investment Representations. As a
condition to the exercise of an Option or Stock Purchase Right, the Administrator may require the person exercising such Option or Stock Purchase Right to represent and warrant at the time of any such exercise that the Shares are being purchased
only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required. 

(c) Stockholders’ Agreement. Shares shall not be issued pursuant to the exercise of an Option or Stock Purchase Right unless the person to receive
such Shares shall first execute and deliver to the Company a Stockholders’ Agreement containing such restrictions on transfer and other provisions as the Company may require. 












 17. Inability to Obtain Authority. The inability of the Company to obtain authority from any
regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or
sell such Shares as to which such requisite authority shall not have been obtained. 
 18. Reservation of Shares. The Company, during the term of
this Plan, shall at all times reserve and keep available such number of Shares as shall be sufficient to satisfy the requirements of the Plan. 
 19.
Sections 409A and 422 of the Code. 
 (a)    Section 409A of the Code. 

The Plan is intended not to provide for deferral of compensation with respect to Options for purposes of Section 409A of the Code. The provisions of the
Plan shall be interpreted in a manner that promotes such intent expressed in the immediately preceding sentence and the Plan shall be operated accordingly. If any provision of the Plan or any term or condition of any Option would otherwise frustrate
or conflict with this intent, the provision, term or condition will be interpreted and deemed amended so as to avoid this conflict. 
 In the event that
following the application of the immediately preceding paragraph, any award is subject to Section 409A of the Code, the provisions of Section 409A of the Code and the regulations issued thereunder are incorporated herein by reference to
the extent necessary for any award that is subject Section 409A of the Code to comply therewith. In such event, the provisions of the Plan shall be interpreted in a manner that satisfies the requirements of Section 409A of the Code and the
related regulations, and the Plan shall be operated accordingly. If any provision of the Plan or any term or condition of any award would otherwise frustrate or conflict with this intent, the provision, term or condition will be interpreted and
deemed amended so as to avoid this conflict. 
 If a payment obligation under this Plan arises on account of a person’s “separation from
service” (as defined under Treasury Regulation Section 1.409A-1(h)) while such a person is a “specified employee” (as defined under Section 409A of the Code and determined in good
faith by the Committee), any payment of “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation
Sections 1.409A-1(b)(3) through (b)(12)) that is scheduled to be paid within six months after such separation from service shall accrue without interest and shall be paid on the first day of the seventh month
beginning after the date of such person’s separation from service or, if earlier, within 15 days after the appointment of the personal representative or executor of such person’s estate following his or her death. 

Notwithstanding any other provisions of the Plan, the Company does not guarantee to any person that any award hereunder intended to be exempt from
Section 409A of the Code shall be so exempt, nor that any award intended to comply with Section 409A of the Code shall so comply, nor will the Company indemnify, defend or hold harmless any individual with respect to the tax consequences
of any such failure. 
 (b)    Section 422 of the Code. 

Incentive Stock Options granted hereunder are intended to qualify as “incentive stock options” under Section 422 of the Code. The provisions of
the Plan shall be interpreted in a manner that promotes such intent expressed in the immediately preceding sentence and the Plan shall be operated accordingly. If any provision of the Plan or any term or condition of any option would otherwise
frustrate or conflict with this intent, the provision, term or condition will be interpreted and deemed amended so as to avoid this conflict. 
 20.
Securities Law Requirements. 












 (a) General. Shares shall not be issued under the Plan unless the issuance and delivery of such
Shares comply with (or are exempt from) all applicable requirements of law, including (without limitation) the Securities Act of 1933, as amended, the rules and regulations promulgated thereunder, state securities laws and regulations, and the
regulations of any stock exchange or other securities market on which the Company’s securities may then be traded. 
 (b) Financial Reports. The
Company each year shall furnish to Optionees, Purchasers and shareholders who have received Stock under the Plan its balance sheet and income statement, unless such Optionees, Purchasers or shareholders are key Employees whose duties with the
Company assure them access to equivalent information. Such balance sheet and income statement need not be audited. 
 (c) Limitations Applicable In Event
Company Becomes a Publicly Held Corporation. To the extent required for transactions under the Plan to qualify for the exemptions available under Rule 16b-3 promulgated under the “Exchange Act”,
all actions relating to awards to persons subject to Section 16 of the Exchange Act may be taken by the Board of Directors or the Committee when composed of two or more members, each of whom is a
“non-employee director” within the meaning of Rule 16b-3 under the Exchange Act. To the extent required for compensation realized from awards under the Plan to
be deductible by the Company pursuant to Section 162(m) of the Code (“Section 162(m)”), such awards may be granted by the Board of Directors or a Committee when composed of two or more members, each of whom is an “outside
director” within the meaning of Section 162(m).