Torvec, Inc., 2011 Stock Option Plan
 Article 1.
Establishment; Purpose; Shareholder Approval;
Effective Date; and Duration
 Establishment
 Purpose of the Plan
 Approval of Plan by Shareholders
 Effective Date
 Duration of the Plan
 Article 2.
Definitions
  Affiliate
 Beneficial Owner Beneficial Ownership




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Board
 Change of Control
       2




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Code
 Committee
 Company
 Consultant
 Covered Employee
  3




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Director
 Effective Date
 Employee
 Exchange Act
 Fair Market Value
   Incentive Stock Option
 Non-Employee Director
  4




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Nonqualified Stock Option
 Option
 Option Agreement
 Option Price
 Outside Director
 Participant
 Performance-Based Compensation
 Performance Measures
 Performance Period
 Person
  5




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Plan
 Plan Year
 Regulation S-K
 Rule 16b-3
 Section
 Securities Ac
 Service
 Share
 Subsidiary
 Ten Percent Shareholder
  6




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Article 3.
Administration
 Authority of the Committee
   Delegation
 Article 4.
Eligibility and Participation
 Eligibility
  7




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Type of Options
   Article 5.
Shares Subject to the Plan
 General
 Additional Shares
 Reservation of Shares
  8




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Other
 Article 6.
Terms and Conditions of Options
  Form of Option Grant
 Date of Grant
 Option Price
  9




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Method of Exercise
 Option Period
 Transferability of Options
 Limitations on Incentive Stock Options
  10




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Performance Goals
 Article 7.
Performance-Based Compensation
 Grant of Performance-Based Compensation
 Performance Measures
   11




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Establishment of Performance Goals for Covered Employees
 Adjustment of Performance-Based Compensation
 Certification of Performance
 Interpretation
  12




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Article 8.
Compliance with Section 409A of the Code
 General
 Separation from Service
 Article 9.
Adjustments
 Certain Adjustments Due to Corporate Events
  13




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Change of Control
 Article 10.
Amendment, Modification, Suspension and Termination
 Amendment, Modification, Suspension and Termination of Plan
 Required Approvals
       14




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Conditional Options
 Article 11.
General Provisions
 Forfeiture Events.
    15




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No Right to Service
 Tax Withholding
 No Guarantees Regarding Tax Treatment
 Conditions and Restrictions on Shares
  16




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Compliance with Law
    No Shareholder Rights
 Severability
 No Constraint on Corporate Action
 Successors
  17




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New York Law
 Delivery of Electronic Documents
 Indemnification
   Nonexclusivity of this Plan
  18




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NONQUALIFIED STOCK OPTION AGREEMENT
[For Directors]
 Option Agreement Date of Grant Company Participant
 R E C I T A L S:
 WHEREAS Board Plan
 WHEREAS
 WHEREAS
 NOW THEREFORE
 Option Grant
 Option
 Section 409A
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Option Price Option Price
 Option Term Option Term
 Option Plan
   Vesting of the Option and Exercise Period
 Vesting Date Vested Portion
 Vested PortionVested
    
    
    of OptionsYear
    
    Percentage
    
    
    Shares2012201320142015
 th
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Termination of Service as a Director of the Company
 th
  7. Exercise Procedures
 Notice of Exercise Exhibit A Notice of Exercise
 Method of Exercise
 Issuance of Optioned Shares
  21




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Electronic Delivery of Documents
 Securities Trading Policy
 Adjustment of Optioned Shares
 No Right to Continued Service as Director of Company
 Securities Laws/Legend on Certificates
   22




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Transferability
 Taxation upon Exercise
 Relationship
 Notices
 Entire Agreement
 Waiver
  23




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Successors and Assigns
 Choice of Law
 Amendment
 Severability
 Signature in Counterparts
 Signature Page Follows
  24




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IN WITNESS WHEREOF
 TORVEC, INC.By:Name:Title: Acknowledged as of the  date first written above:
 PARTICIPANT:
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EXHIBIT A
NOTICE OF EXERCISE
 Torvec, Inc.1999 Mt. Read Blvd., Building #3Rochester, NY 14615Attn:
    
    Date of Exercise:
  Exercise of Option Company Option
Agreement Plan Option
 Date of Grant:Number of Optioned Shares as to which the Option is exercised:Shares to be issued in name of:Total exercise price:
    
    $Cash ExerciseCash payment delivered herewith:
    
    $
 Form of Payment
 Delivery of Payment
 Rights as Shareholder
  26




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Interpretation
 Governing Law; Severability
 Entire Agreement
 Very truly yours,Name:(social security number)  27