ARCTURUS THERAPEUTICS HOLDINGS INC.

2020 EMPLOYEE STOCK PURCHASE PLAN


 






    


    


    

 


TABLE OF
CONTENTS


 


Page


	Article 1. Purpose and Effective Date	2
	1.1	Effective Date	2
	1.2	Purpose.	2
	Article 2. Definitions	2
	2.1	“Account”	2
	2.2	“Administrator”	2
	2.3	“Accumulation Period”	2
	2.4	“Base Earnings”	2
	2.5	“Board”	2
	2.6	“Code”	2
	2.7	“Cut-Off Date”	3
	2.8	“Effective Date”	3
	2.9	“Eligible Employee”	3
	2.10	“Employee”	3
	2.11	“Enrollment Date”	3
	2.12	“Exchange Act”	3
	2.13	“Fair Market Value”	3
	2.14	“Participant”	3
	2.15	“Participating Subsidiary”	3
	2.16	“Plan”	3
	2.17	“Purchase Date”	4
	2.18	“Securities Act”	4
	2.19	“Share”	4
	2.20	“Subsidiary Corporation”	4
	2.21	“Trading Day”	4
	Article 3. Administration	4
	3.1	Administrator.	4
	3.2	Powers of the Committee.	4
	3.3	Designation of Participating Subsidiaries	5
	Article 4. Number of Shares	5
	4.1	Number of Shares Issuable Under the Plan	5
	4.2	Adjustments in Authorized Shares; Liquidation or Dissolution	5
	Article 5. Eligibility Requirements	5
	5.1	Eligibility	5
	5.2	Ineligible Employees.	6
	Article 6. Enrollment	6
	6.1	Enrollment	6
	Article 7. Grant of Options on Enrollment	7



 



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	7.1	Option Grants	7
	7.2	Option Term.	7
	7.3	Restrictions on Option Grants.	7
	Article 8. Payroll Deductions	8
	8.1	Payroll Deduction Elections	8
	8.2	Duration of Payroll Deductions	8
	8.3	Unfunded Status of Payroll Deductions	8
	8.4	Cancellation of Payroll Deduction Election	8
	8.5	No Additional Contributions Permitted	9
	Article 9. Purchase of Shares	9
	9.1	Exercise of Options	9
	9.2	Effect of Withdrawal from the Plan.	9
	9.3	Option Exercise Price	9
	9.4	Restrictions on Option Exercise	9
	Article 10. Withdrawal From the Plan; Termination of Employment; Leave of Absence; Death	10
	10.1	Withdrawal from the Plan	10
	10.2	Termination of Employment	10
	10.3	Leave of Absence	10
	10.4	Death	10
	Article 11. Miscellaneous	11
	11.1	Interest	11
	11.2	Restrictions on Transfer	11
	11.3	Administrative Assistance	11
	11.4	Costs	11
	11.5	Applicable Law	11
	11.6	Amendment and Termination.	11
	11.7	No Right of Employment	12
	11.8	Requirements of Law	12
	11.9	Gender	12
	11.10	Military Service	12
	11.11	Code Section 409A	12
	11.12	Stockholder Approval	12



 






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ARCTURUS THERAPEUTICS HOLDINGS INC.

2020 EMPLOYEE STOCK PURCHASE PLAN


 


Article
1.

Purpose and Effective Date


 


1.1                
Effective Date. The Board of Directors of Arcturus Therapeutics Holdings Inc., a Delaware corporation (the
“Company”), adopted the 2020 Employee Stock Purchase Plan (the “Plan”) effective
as of June 5, 2020 (the “Effective Date”).


 


1.2                
Purpose. The purpose of the Plan is to provide eligible employees of the Company or any Participating Subsidiary
with an opportunity to purchase common stock of the Company through accumulated payroll deductions. It is the intention of the
Company to have the Plan qualify as an “Employee Stock Purchase Plan” under Section 423 of the Internal Revenue Code
of 1986, as amended. The provisions of the Plan, accordingly, shall be construed so as to extend and limit participation in a manner
consistent with the requirements of that section of the Code.


 


Article
2.

Definitions


 


Whenever used in the Plan, the following
terms shall have the meanings set forth below:


 


2.1                
“Account” means a recordkeeping account
maintained for a Participant to which payroll deductions are credited in accordance with Article 8 of the Plan.


 


2.2                
“Administrator” means the Board or committee
authorized to administer the Plan under Section 3.1.


 


2.3                
“Accumulation Period” means a period
determined by the Administrator that is no longer than twenty-seven (27) months; provided that unless otherwise determined by the
Administrator, each Accumulation Period shall consist of one year terms commencing on July 1 of the applicable year or such other
date specified from time to time by the Administrator. The Administrator may modify or suspend Accumulation Periods at any time
and from time to time.


 


2.4                
“Base Earnings” means regular salary and wages payable by the Company or a Participating Subsidiary
to an Eligible Employee, prior to deductions for employee contributions to any employee benefit plans or arrangements, and excluding
bonuses and other incentive pay, but including commissions. The Administrator, in its discretion, may establish a different definition
of Compensation for any future Accumulation Period(s) prior to the commencement of such Accumulation Period.


 


2.5                
“Board” means the Board of Directors of the Company.


 


2.6                
“Code” means the Internal Revenue Code of 1986, as amended from time to time. References to a
particular section of the Code include references to regulations and rulings thereunder and to successor provisions.


 






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2.7                
“Cut-Off Date” means the date established by the Administrator from time to time by which enrollment
forms must be received with respect to an Accumulation Period.


 


2.8                
“Effective Date” means July 1, 2020.


 


2.9                
“Eligible Employee” means an Employee who is eligible to participate in the Plan in accordance
with Article 5.


 


2.10            
“Employee” means any common law employees of the Company or a Participating Subsidiary. “Employee”
shall not include any individual classified by the Company or a Participating Subsidiary as either an independent contractor or
an individual who provides services to the Company or Participating Subsidiary through another entity shall not be eligible to
participate in this Plan during the period that the individual is so classified, even if such individual is later retroactively
reclassified as an employee during all or any part of such period pursuant to applicable law or otherwise.


 


2.11            
“Enrollment Date” means the first Trading Day of an Accumulation Period beginning on or after
the Effective Date.


 


2.12            
“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time. References
to a particular section of the Exchange Act include references to successor provisions.


 


2.13            
“Fair Market Value” of a Share means the closing sales price of a Share reported on an established
stock exchange which is the principal exchange upon which the Shares are traded on the applicable date. Unless the Administrator
determines otherwise, if the Shares are traded over the counter at the time a determination of its Fair Market Value is required
to be made hereunder, Fair Market Value shall be deemed to be equal to the arithmetic mean between the reported high and low or
closing bid and asked prices of a Share on the applicable date, or if no such trades were made that day then the most recent date
on which Shares were publicly traded. In the event Shares are not publicly traded at the time a determination of their value is
required to be made hereunder, the determination of their Fair Market Value shall be made by the Administrator in such manner as
it deems appropriate provided such manner is consistent with Treasury Regulation Section 1.409A-1(b)(5)(iv)(B).


 


2.14            
“Participant” means an Eligible Employee who has enrolled in the Plan pursuant to Article 6.
A Participant shall remain a Participant until the applicable date set forth in Article 10.


 


2.15            
“Participating Subsidiary” means a Subsidiary Corporation, which has adopted the Plan as a Participating
Subsidiary by action of its board of directors and which has been designated by the Administrator in accordance with Section
3.3 as covered by the Plan.


 


2.16            
“Plan” means the Arcturus Therapeutics Holdings Inc. 2020 Employee Stock Purchase Plan, as set
forth herein and as amended from time to time.


 


2.17            
“Purchase Date” means the specific Trading Day during an Accumulation Period on which Shares are
purchased under the Plan in accordance with Article 9. For each Accumulation Period, the Purchase Date shall be the last
Trading Day occurring in such Accumulation Period. The Administrator may, in its discretion, designate a different Purchase Date
with respect to any Accumulation Period.


 






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2.18            
“Securities Act” means the Securities Act of 1933, as amended from time to time. References to
a particular section of the Securities Act include references to successor provisions.


 


2.19            
“Share” means a share of common stock of the Company, and such other securities of the Company,
as may be substituted or resubstituted for Shares pursuant to Section 4.2 hereof.


 


2.20            
“Subsidiary Corporation” means any corporation in an unbroken chain of corporations beginning
with the Company if, as of the applicable Enrollment Date, each of the corporations other than the last corporation in the chain
owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in
the chain.


 


2.21            
“Trading Day” means a day the national exchange on which the Shares are listed for trading or,
if not so listed, a day NASDAQ is open for trading.


 


Article
3.

Administration


 


3.1                
Administrator.


 


(a)              
The Plan shall be administered by the Board, or committee (“Committee”) appointed by the
Board, which may be the Board's Compensation Committee. The Committee shall consist of at least one Board member, but may additionally
consist of individuals who are not members of the Board. The Committee shall serve at the pleasure of the Board. If the Board does
not so appoint a Committee, the Board shall administer the Plan. Any references herein to “Administrator” are, except
as the context requires otherwise, references to the Board or the Committee, as applicable.


 


(b)              
This Article 3 relating to the administration of the Plan may be amended by the Administrator from time to
time as may be desirable to satisfy any requirements of or under the federal securities and/or other applicable laws, rules or
regulations of the United States or any applicable stock exchange, or to obtain any exemption under such laws, rules or regulations.


 


3.2                
Powers of the Committee.


 


(a)              
If appointed under Section 3.1, the Administrator may select one of its members as chairman and may appoint
a secretary. The Administrator shall make such rules and regulations for the conduct of its business as it shall deem advisable;
provided, however, that all determinations of the Administrator shall be made by a majority of its members.


 






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(b)              
The Administrator shall have the power, in addition to the powers set forth elsewhere in the Plan, and subject to
and within the limits of the express provisions of the Plan, to construe and interpret the Plan and options granted under it; to
establish, amend and revoke rules and regulations for administration of the Plan; to determine all questions of policy and expediency
that may arise in the administration of the Plan; to allocate and delegate such of its powers as it deems desirable to facilitate
the administration and operation of the Plan; and, generally, to exercise such powers and perform such acts as it deems necessary
or expedient to promote the best interests of the Company. The Administrator’s determinations as to the interpretation and
operation of this Plan shall be final and conclusive.


 


3.3                
Designation of Participating Subsidiaries. The Administrator
may designate from time to time which Subsidiary Corporations of the Company shall be Participating Subsidiaries.


 


Article
4.

Number of Shares


 


4.1                
Number of Shares Issuable Under the Plan.Subject to adjustment as provided in Section 4.2, the maximum
number of Shares hereby reserved for delivery under the Plan shall be 600,000 Shares. If
any option granted under the Plan shall for any reason terminate without having been exercised, the Shares not purchased under
such option shall again become available for the Plan.


 


4.2                
Adjustments in Authorized Shares; Liquidation or Dissolution. In the event of any reorganization, recapitalization,
stock split, reverse stock split, stock dividend, combination of shares, merger, consolidation, acquisition of property or shares,
separation, asset spin-off, stock rights offering, liquidation or other similar change in the capital structure of the Company,
the Administrator shall make such adjustment, if any, as it deems appropriate in the number, kind and purchase price of the Shares
available for purchase under the Plan. In the event that, at a time when options are outstanding hereunder, there occurs a dissolution
or liquidation of the Company, each option to purchase Shares shall terminate, but the Participant holding such option shall have
the right to exercise his or her option prior to such termination of the option upon the dissolution or liquidation. The Company
reserves the right to reduce the number of Shares which Employees may purchase pursuant to their enrollment in the Plan.


 


Article
5.

Eligibility Requirements


 


5.1                
Eligibility. Except as provided in Section 5.2,
each individual who is an Employee of the Company or a Participating Subsidiary on the applicable Cut-Off Date shall become eligible
to participate in the Plan in accordance with Article 6 as of the first Enrollment Date following the date the individual
becomes an Employee of the Company or a Participating Subsidiary, provided that the individual remains an Eligible Employee on
the first day of the Accumulation Period associated with such Enrollment Date. Participation in the Plan is entirely voluntary.


 


5.2                
Ineligible Employees.


 


(a)              
Employees meeting any of the following restrictions are not eligible to participate in the Plan:


 


(i)                
Employees of the Company or a Subsidiary Corporation who are members of a collective bargaining unit whose benefits
were the subject of good faith collective bargaining are excluded from participation in the Plan.


 






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(ii)             
Employees whose customary employment is 20 hours or less per week.


 


(iii)           
Employees whose customary employment is for not more than 5 months in any calendar year.


 


(iv)            
Employees of a Participating Subsidiary who are citizens or residents of a foreign jurisdiction (a “Foreign
Employee”) if (i) the grant of an option under the Plan to such Foreign Employee is prohibited under the laws of
such foreign jurisdiction or (ii) compliance the laws of such foreign jurisdiction would cause the Plan to violate the requirements
of Section 423 of the Code.


 


(v)              
Section 16 Officers may be restricted in their ability to acquire or sell Shares of common stock in order to comply
with Section 16 of the Securities Exchange Act of 1934, as amended, in accordance with rules and procedures adopted by the
Administrator.


 


(vi)            
Employees of any Subsidiary Corporation that is not a Participating Subsidiary.


 


(b)              
The Plan is intended to conform to the extent necessary with all provisions of the Securities Act and the Exchange
Act and any and all regulations and rules promulgated by the Securities and Exchange Commission thereunder. Notwithstanding anything
herein to the contrary, the Plan shall be administered, and the options shall be granted and may be exercised, only in such a manner
as to conform to such laws, rules and regulations. To the extent permitted by applicable law, the Plan and the options granted
hereunder shall be deemed amended to the extent necessary to conform to such laws, rules and regulations.


 


Article
6.

Enrollment


 


6.1                
Enrollment. Any Eligible Employee may consent to
enrollment in the Plan for an Accumulation Period by completing and signing an enrollment form (which authorizes payroll deductions
during such Accumulation Period in accordance with Section 8.1) and submitting such enrollment form to the Company or the
Participating Subsidiary on or before the Cut-Off Date specified by the Administrator. Payroll deductions pursuant to the enrollment
form shall be effective as of the first payroll period with a pay day after the Enrollment Date for the Accumulation Period to
which the enrollment form relates, and shall continue in effect until the earliest of:


 


(a)              
the end of the last payroll period with a payday in the Accumulation Period;


 






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(b)              
the date during the Accumulation Period as of which the Employee elects to cease his or her enrollment in accordance
with Section 8.4; and


 


(c)              
the date during the Accumulation Period as of which the Employee withdraws from the Plan or has a termination of
employment in accordance with Article 10.


 


Article
7.

Grant of Options on Enrollment


 


7.1                
Option Grants. The automatic enrollment by an Eligible
Employee in the Plan as of an Enrollment Date will constitute the grant as of such Enrollment Date by the Company to such Participant
of an option to purchase Shares from the Company pursuant to the Plan.


 


7.2                
Option Term. An option granted to a Participant pursuant
to this Plan shall expire, if not terminated earlier for any reason, on the earliest to occur of: (a) the end of the Purchase
Date with respect to the Accumulation Period in which such option was granted; (b) the completion of the purchase of Shares
under the option under Article 9; or (c) the date on which participation of such Participant in the Plan terminates
for any reason.


 


7.3                
Restrictions on Option Grants.


 


(a)              
Any provisions of the Plan to the contrary notwithstanding, no Employee shall be granted an option under the Plan
(i) to the extent that, immediately after the grant, such Employee (or any other person whose stock would be attributed to such
Employee pursuant to Section 424(d) of the Code) would own capital stock of the Company and/or hold outstanding options to purchase
such stock possessing five percent (5%) or more of the total combined voting power or value of all classes of the capital stock
of the Company or of any Subsidiary Corporation, or (ii) to the extent that his or her rights to purchase stock under all employee
stock purchase plans of the Company and its Subsidiary Corporations accrues at a rate which exceeds Twenty-Five Thousand Dollars
($25,000) worth of stock (determined at the Fair Market Value of the Shares at the time such option is granted) for each calendar
year in which such option is outstanding at any time.


 


(b)              
No more than 25,000 Shares may be purchased by any Participant on the Purchase Date with respect to any Accumulation
Period; provided, however, that the Administrator may specify with respect to any Accumulation Period: (i) a lower maximum aggregate
number of Shares that may be purchased by any Participant on the Purchase Date, and/or (ii) a maximum number of Shares that may
be purchased by all Participants on the Purchase Date.


 


Article
8.

Payroll Deductions


 


8.1                
Payroll Deduction Elections. An Eligible Employee
who files an enrollment form pursuant to Article 8 shall elect and authorize in such form to have deductions made from his
or her Base Earnings on each payday he or she receives a paycheck during the Accumulation Period to which the enrollment form relates,
and he or she shall designate on such form the percentage (in whole percentages) of Base Earnings to be deducted each payday during
such Accumulation Period. The minimum an Employee may elect and authorize to have deducted is 1% of his or her Base Earnings paid
per pay period in such Accumulation Period, and the maximum is 15% of his or her Base Earnings paid per pay period in such Accumulation
Period (or such larger or smaller percentage as the Administrator may designate from time to time).


 






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8.2                
Duration of Payroll Deductions. Deductions from a
Participant’s Base Earnings shall commence upon the first payday on or after the commencement of the Accumulation Period,
and shall continue until the date on which such authorization ceases to be effective in accordance with Article 6. The amount
of each deduction made for a Participant shall be credited to the Participant’s Account.


 


8.3                
Unfunded Status of Payroll Deductions. Prior to the
time a Participant’s payroll deduction is used to purchase Shares as provided in Article 9 below, such amounts are
considered general assets of the Company or Participating Subsidiary (as applicable) and, as such, are subject to the claims of
the Company’s or Participating Subsidiary’s creditors in the event of insolvency or bankruptcy. The Company or Participating
Subsidiary may use such funds for any corporate purpose, and the Company will not be obligated to segregate such funds from the
Company’s or Participating Subsidiary’s general corporate funds and/or deposit such funds with an independent third
party.


 


8.4                
Cancellation of Payroll Deduction Election. As of
the last day of any month during an Accumulation Period, a Participant may elect to cease (but not to increase or decrease) payroll
deductions made on his or her behalf for the remainder of such Accumulation Period by filing the applicable election with the Company
or Participating Subsidiary in such form and manner and at such time as may be permitted by the Administrator. A Participant who
has ceased payroll deductions may have the amount which was credited to his or her Account prior to such cessation applied to the
purchase of Shares as of the Purchase Date in accordance with Section 9.1 and receive the balance of the Account with respect
to which the enrollment is ceased, if any, in cash. A Participant who has ceased payroll deductions may also voluntarily withdraw
from the Plan pursuant to Section 10.1. Any Participant who ceases payroll deductions for an Accumulation Period may re-enroll
in the Plan on the next subsequent Enrollment Date following the cessation in accordance with the provisions of Article 6.
A Participant who ceases to be employed by the Company or any Participating Subsidiary will cease to be a Participant in accordance
with Section 10.2.


 


8.5                
No Additional Contributions Permitted. A Participant
may not make any separate or additional contributions to his Account under the Plan. Neither the Company nor any Participating
Subsidiary shall make separate or additional contributions to any Participant’s Account under the Plan.


 


Article
9.

Purchase of Shares


 


9.1                
Exercise of Options. Subject to Section 9.2,
any option held by the Participant which was granted under this Plan and which remains outstanding as of a Purchase Date shall
be deemed to have been exercised on such Purchase Date for the purchase of the number of whole Shares which the funds accumulated
in his or her Account as of the Purchase Date will purchase at the applicable purchase price. Unless otherwise determined by the
Committee, any payroll deductions which are not sufficient to purchase a whole Share shall be retained in a Participant’s
account for the subsequent Accumulation Period. Any other amounts in a Participant’s Account after a Purchase Date shall
be returned to the Participant.


 






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No
Shares will be purchased on behalf of any Participant who fails to file an enrollment form authorizing payroll deductions for an
Accumulation Period.


 


9.2                
Effect of Withdrawal from the Plan. A Participant
who holds an outstanding option as of a Purchase Date shall not be deemed to have exercised such option if the Participant elected
not to exercise the option by withdrawing from the Plan in accordance with Section 10.1.


 


9.3                
Option Exercise Price. The purchase price for each
Share purchased under any option shall not be less than 85% of the lesser of (a) the Fair Market Value of a Share on the Purchase
Date or (b) the Fair Market Value of a Share on the first Trading Day of the Accumulation Period. Notwithstanding the preceding,
the Administrator may establish a different purchase price for each Share purchased under any option provided that such purchase
price is determined at least thirty (30) days prior to the beginning of the Accumulation Period for which it is applicable and
is not less than the exercise price described in the preceding sentence.


 


9.4                
Restrictions on Option Exercise. If the total number
of Shares for which an option is exercised on any Purchase Date in accordance with this Article 9, when aggregated with
all Shares previously granted under this Plan, exceeds the maximum number of Shares reserved in Section 4.1 or pursuant
to any aggregate limit imposed by the Committee pursuant to Section 7.3(b)(ii), the Administrator shall make a pro rata
allocation of the Shares available for delivery and distribution in as nearly a uniform manner as shall be practicable and as it
shall determine to be equitable, and the balance of the cash amount credited to the Account of each Participant under the Plan
shall be returned to him or her as promptly as administratively practical.


 


Article
10.

Withdrawal From the Plan; Termination of Employment; Leave of Absence; Death


 


10.1            
Withdrawal from the Plan. A Participant may withdraw from the Plan in full (but not in part) during any Accumulation
Period by delivering a notice of withdrawal to the Company (in a manner prescribed by the Administrator) at any time prior to the
first day of the calendar last month immediately preceding the Purchase Date for such Accumulation Period, or at such shorter time
in advance of the Purchase Date as the Administrator may permit. If notice of withdrawal is timely received, all funds then accumulated
in the Participant’s Account shall not be used to purchase Shares, but shall instead be distributed to the Participant as
soon as administratively practical, and the Participant’s payroll deductions shall cease as soon as administratively practical.
An Employee who has withdrawn during an Accumulation Period may not return funds to the Company or a Participating Subsidiary during
the same Accumulation Period and require the Company or Participating Subsidiary to apply those funds to the purchase of Shares,
nor may such Participant’s payroll deductions continue, in accordance with Article 6. Any Eligible Employee who has
withdrawn from the Plan may, however, re-enroll in the Plan on the next subsequent Enrollment Date following withdrawal in accordance
with the provisions of Article 6.


 






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10.2            
Termination of Employment. Participation in the Plan terminates immediately when a Participant ceases to be
employed by the Company or any Participating Subsidiary for any reason whatsoever, including but not limited to termination of
employment, whether voluntary or involuntary, or on account of disability, or retirement, but not including death, or if the Participating
Subsidiary employing the Participant ceases for any reason to be a Participating Subsidiary. Participation in the Plan also terminates
immediately when a Participant ceases to be an Eligible Employee under Article 5 or withdraws from the Plan. Upon termination
of participation such terminated Participant’s outstanding options shall thereupon terminate. As soon as administratively
practicable after termination of participation, the Company shall pay to the Participant or legal representative all amounts accumulated
in the Participant’s Account and held by the Company at the time of termination of participation, and any Participating Subsidiary
shall pay to the Participant or legal representative all amounts accumulated in the Participant’s Account and held by the
Participating Subsidiary at the time of termination of participation.


 


10.3            
Leave of Absence. If a Participant takes an unpaid leave of absence without terminating employment, such Participant
will be deemed to have discontinued contributions to the Plan in accordance with Section 8.3, but will remain a Participant
in the Plan through the balance of the Accumulation Period in which his or her leave of absence begins, so long as such leave of
absence does not exceed ninety (90) days. If a Participant takes an unpaid leave of absence without terminating employment, such
Participant will be deemed to have withdrawn from the Plan in accordance with Section
10.1 on the ninety-first (91st) day of such leave of absence.


 


10.4            
Death. As soon as administratively feasible after the death of a Participant, amounts accumulated in his or
her Account shall be paid in cash to the beneficiary or beneficiaries designated by the Participant on a beneficiary designation
form approved by the Administrator, but if the Participant does not make an effective beneficiary designation then such amounts
shall be paid in cash to the Participant’s spouse if the Participant has a spouse, or, if the Participant does not have a
spouse, to the executor, administrator or other legal representative of the Participant’s estate. Such payment shall relieve
the Company and the Participating Subsidiary of further liability with respect to the Plan on account of the deceased Participant.
If more than one beneficiary is designated, each beneficiary shall receive an equal portion of the Account unless the Participant
has given express contrary instructions. None of the Participant’s beneficiary, spouse, executor, administrator or other
legal representative of the Participant’s estate shall, prior to the death of the Participant by whom he has been designated,
acquire any interest in the amounts credited to the Participant’s Account under the Plan.


 


Article
11.

Miscellaneous


 


11.1            
Interest. Interest or earnings will not be paid on any Employee Accounts.


 


11.2            
Restrictions on Transfer. The rights of a Participant under the Plan shall not be assignable or transferable
by such Participant. Any such attempt at assignment, transfer, pledge or other disposition shall be without effect, except that
the Company may treat such act as an election to withdraw from the Plan in accordance with Section
10.1.


 






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11.3            
Administrative Assistance. If the Administrator in its discretion so elects, it may retain a brokerage firm,
bank, other financial institution or other appropriate agent to assist in the purchase of Shares, delivery of reports or other
administrative aspects of the Plan. If the Administrator so elects, each Participant shall (unless prohibited by applicable law)
be deemed upon enrollment in the Plan to have authorized the establishment of an account on his or her behalf at such institution.
Shares purchased by a Participant under the Plan shall be held in the account in the Participant’s name, or if the Participant
so indicates in the enrollment form, in the Participant’s name together with the name of one or more other persons in joint
tenancy with right of survivorship or in tenancy by the entireties or as spousal community property, or in such forms of trust
as may be approved by the Administrator, to the extent permitted by law.


 


11.4            
Costs. All costs and expenses incurred in administering the Plan shall be paid by the Company or Participating
Subsidiaries, including any brokerage fees on the purchased Shares; excepting that any stamp duties, transfer taxes, fees to issue
stock certificates, and any brokerage fees on the sale price applicable to participation in the Plan after the initial purchase
of the Shares on the Purchase Date shall be charged to the Account or brokerage account of such Participant.


 


11.5            
Applicable Law. The Plan shall be governed by the substantive laws (excluding the conflict of laws rules)
of the State of Delaware.


 


11.6            
Amendment and Termination.


 


(a)              
The Board or the Board's Compensation Committee may amend, alter or terminate the Plan at any time. Notwithstanding
any provision hereunder to the contrary, no amendment which would amend or modify the Plan in a manner requiring stockholder approval
under any securities exchange on which the Shares are traded shall be effective unless, within one year after it is adopted, it
is approved by the holders of a majority of the voting power of the Company’s outstanding shares. The provisions of this
Section 11.6 are in addition to, and not in lieu of, the authority of the Administrator to amend or modify the Plan under
other provisions of the Plan.


 


(b)              
If the Plan is terminated, the Administrator may elect to terminate all outstanding options either prior to their
expiration or upon completion of the purchase of Shares on the next Purchase Date, or may elect to permit options to expire in
accordance with the terms of this Plan (and participation to continue through such expiration dates). If the options are terminated
prior to expiration, all funds accumulated in Participants’ Accounts as of the date the options are terminated shall be returned
to the Participants as soon as administratively feasible.


 


11.7            
No Right of Employment. Neither the grant nor the exercise of any rights to purchase Shares under this Plan
nor anything in this Plan shall impose upon the Company or Participating Subsidiary any obligation to employ or continue to employ
any employee. The right of the Company or Participating Subsidiary to terminate any employee shall not be diminished or affected
because any rights to purchase Shares have been granted to such employee.


 






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11.8            
Requirements of Law. The making of payroll deductions and the delivery of Shares under the Plan shall be subject
to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges
as may be required. Notwithstanding any provision of the Plan, Participants shall not be entitled to receive benefits under the
Plan, and the Company (and any Subsidiary Corporation) shall not be obligated to deliver any Shares or deliver benefits to a Participant,
if such delivery would constitute a violation by the Participant or the Company or any of its Subsidiary Corporations of any applicable
law or regulation.


 


11.9            
Gender. When used herein, masculine terms shall be deemed to include the feminine, except when the context
indicates to the contrary.


 


11.10        
Military Service. The Plan shall be administered in accordance with Section 14(u) of the Internal Revenue
Code and the Uniformed Services Employment and Reemployment Rights Act of 1994.


 


11.11        
Code Section 409A. Purchase rights granted hereunder are intended to be exempt from the application of Code
Section 409A as a statutory option described in Section 423 of the Code and any ambiguities shall be construed and interpreted
in accordance with such intent.


 


11.12        
Stockholder Approval. All options granted on or after the Effective Date and prior to the date the Company’s
stockholders approve the Plan are expressly conditioned upon and subject to approval of the Plan by the Company’s stockholders.


 


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