Exhibit 10.1


 


IMMUNOMEDICS, INC.

AMENDED & RESTATED


2014 LONG-TERM INCENTIVE PLAN


 






     


     


    

 


TABLE OF CONTENTS


 


Page


 




	1.       History; Effective Date.	1
	2.       Purposes of the Plan.	1
	3.       Terminology.	1
	4.       Administration.	1
	(a)        Administration of the Plan	1
	(b)        Powers of the Administrator	1
	(c)        Delegation of Administrative Authority	3
	(d)        Non-Uniform Determinations	3
	(e)        Limited Liability; Advisors	3
	(f)         Indemnification	3
	(g)        Effect of Administrator’s Decision	4
	5.       Shares Issuable Pursuant to Awards.	4
	(a)        Initial Share Pool	4
	(b)        Adjustments to Share Pool	4
	(c)        Award Limits	5
	(d)        ISO Limit	5
	(e)        Source of Shares	5
	6.       Participation.	6
	7.       Awards.	6
	(a)        Awards, In General	6
	(b)        Minimum Restriction Period for All Awards	6
	(c)        Stock Options	6
	(d)        Limitation on Reload Options	7
	(e)        Stock Appreciation Rights	7
	(f)        Repricing	8
	(g)        Stock Awards	8
	(h)        Stock Units	10
	(i)         Performance Shares and Performance Units	11
	(j)         Other Stock-Based Awards	12
	(k)        Awards to Participants Outside the United States	12
	(l)         Limitation on Dividend Reinvestment and Dividend Equivalents	13
	8.       Withholding of Taxes.	13
	9.       Transferability of Awards.	13




 






    1


     


    

 


	(a)        General Nontransferability Absent Administrator Permission	13
	(b)        Administrator Discretion to Permit Transfers Other Than For Value	14
	10.     Adjustments for Corporate Transactions and Other Events.	14
	(a)        Mandatory Adjustments	14
	(b)        Discretionary Adjustments	14
	(c)        Adjustments to Performance Goals	15
	(d)        Statutory Requirements Affecting Adjustments	15
	(e)        Dissolution or Liquidation	15
	11.     Change in Control Provisions.	15
	(a)        Termination of Awards	15
	(b)        Director Awards	17
	(c)        Continuation, Assumption or Substitution of Awards	17
	(d)        Other Permitted Actions	17
	(e)        Section 409A Savings Clause	17
	12.     Substitution of Awards in Mergers and Acquisitions.	17
	13.     Compliance with Securities Laws; Listing and Registration.	18
	14.     Section 409A Compliance.	19
	15.     Plan Duration; Amendment and Discontinuance.	19
	(a)        Plan Duration	19
	(b)        Amendment and Discontinuance of the Plan	20
	(c)        Amendment of Awards	20
	16.     General Provisions.	20
	(a)        Non-Guarantee of Employment or Service	20
	(b)        No Trust or Fund Created	20
	(c)        Status of Awards	21
	(d)        Subsidiary Employees	21
	(e)        Governing Law and Interpretation	21
	(f)         Use of English Language	21
	(g)        Recovery of Amounts Paid	21
	17.     Glossary.	22



 






    2


     


    

 


1.                
 History; Effective Date.


 


IMMUNOMEDICS, INC.,
a Delaware corporation, (“Immunomedics”) has established the IMMUNOMEDICS, INC. AMENDED AND RESTATED 2014 LONG-TERM
INCENTIVE PLAN, as set forth herein, and as the same may be amended from time to time (the “Plan”). The Plan
was adopted by the Board of Directors of Immunomedics (the “Board”) on April 16, 2020 as a continuation of the
Immunomedics’ 2014 Long-Term Incentive Plan (the “2014 Plan”). The Plan shall become and is effective
as of the date that it is approved by the stockholders of Immunomedics (the “Effective Date”).


 


2.                 
Purposes of the Plan.


 


The Plan is designed
to:


 


(a)              
promote the long-term financial interests and growth of Immunomedics and its Subsidiaries (together, the “Company”)
by attracting and retaining management and other personnel and key service providers with the training, experience and ability
to enable them to make a substantial contribution to the success of the Company’s business;


 


(b)              
motivate management personnel by means of growth-related incentives to achieve long-range goals; and


 


(c)              
further the alignment of interests of Participants with those of the stockholders of Immunomedics through opportunities
for increased stock or stock-based ownership in Immunomedics.


 


Toward these objectives,
the Administrator may grant stock options, stock appreciation rights, stock awards, stock units, performance shares, performance
units, and other stock-based awards to eligible individuals on the terms and subject to the conditions set forth in the Plan.


 


3.                 
Terminology.


 


Except as otherwise
specifically provided in an Award Agreement, capitalized words and phrases used in the Plan or an Award Agreement shall have the
meaning set forth in the glossary at Section 17 of the Plan or as defined the first place such word or phrase appears in the Plan.


 


4.                 
Administration.


 


(a)              
Administration of the Plan. The Plan shall be administered by the Administrator.


 


(b)              
Powers of the Administrator. The Administrator shall, except as otherwise provided under the Plan, have plenary authority,
in its sole and absolute discretion, to grant Awards pursuant to the terms of the Plan to Eligible Individuals and to take all
other actions necessary or desirable to carry out the purpose and intent of the Plan. Among other things, the Administrator shall
have the authority, in its sole and absolute discretion, subject to the terms and conditions of the Plan to:


 






    1


     


    

 


(i)                
 determine the Eligible Individuals to whom, and the time or times at which, Awards shall be granted;


 


(ii)               
determine the types of Awards to be granted any Eligible Individual;


 


(iii)              
determine the number of shares of Common Stock to be covered by or used for reference purposes for each Award or the value
to be transferred pursuant to any Award;


 


(iv)             
determine the terms, conditions and restrictions applicable to each Award (which need not be identical) and any shares acquired
pursuant thereto, including, without limitation, (A) the purchase price of any shares of Common Stock, (B) the method of payment
for shares purchased pursuant to any Award, (C) the method for satisfying any Tax Withholding Obligation arising in connection
with any Award, including by the withholding or delivery of shares of Common Stock, (D) subject to Section 7(b), the timing, terms
and conditions of the exercisability, vesting or payout of any Award or any shares acquired pursuant thereto, (E) the Performance
Goals applicable to any Award and the extent to which such Performance Goals have been attained, (F) the time of the expiration
of any Award, (G) the effect of the Participant’s Termination of Service on any of the foregoing, and (H) all other terms,
conditions and restrictions applicable to any Award or shares acquired pursuant thereto as the Administrator shall consider to
be appropriate and not inconsistent with the terms of the Plan;


 


(v)              
subject to Sections 7(f), 7(k), 10(c) and 15, modify, amend or adjust the terms and conditions of any Award;


 


(vi)             
subject to Section 7(b), accelerate or otherwise change the time at or during which an Award may be exercised or becomes
payable and waive or accelerate the lapse, in whole or in part, of any restriction, condition or risk of forfeiture with respect
to such Award; provided, however, that no such change, waiver or acceleration shall be made to any Award that is
considered “deferred compensation” within the meaning of Section 409A of the Code if the effect of such action is inconsistent
with Section 409A of the Code;


 


(vii)            
determine whether an Award will be paid or settled in cash, shares of Common Stock, or in any combination thereof and whether,
to what extent and under what circumstances cash or shares of Common Stock payable with respect to an Award shall be deferred either
automatically or at the election of the Participant;


 


(viii)           
for any purpose, including but not limited to, qualifying for preferred or beneficial tax treatment, accommodating the customs
or administrative challenges or otherwise complying with the tax, accounting or regulatory requirements of one or more jurisdictions,
adopt, amend, modify, administer or terminate sub plans, appendices, special provisions or supplements applicable to Awards regulated
by the laws of a particular jurisdiction, which sub-plans, appendices, supplements and special provisions may take precedence over
other provisions of the Plan, and prescribe, amend and rescind rules and regulations relating to such sub plans, supplements and
special provisions;


 






    2


     


    

 


(ix)              
 establish any “Blackout Period”, during which transactions affecting Awards may not be effectuated, that the
Administrator in its sole discretion deems necessary or advisable;


 


(x)               
determine the Fair Market Value of shares of Common Stock or other property for any purpose under the Plan or any Award;


 


(xi)              
administer, construe and interpret the Plan, Award Agreements and all other documents relevant to the Plan and Awards issued
thereunder, and decide all other matters to be determined in connection with an Award;


 


(xii)             
establish, amend, rescind and interpret such administrative rules, regulations, agreements, guidelines, instruments and
practices for the administration of the Plan and for the conduct of its business as the Administrator deems necessary or advisable;


 


(xiii)            
correct any defect, supply any omission or reconcile any inconsistency in the Plan or in any Award or Award Agreement in
the manner and to the extent the Administrator shall consider it desirable to carry it into effect; and


 


(xiv)            
otherwise administer the Plan and all Awards granted under the Plan.


 


(c)              
Delegation of Administrative Authority. The Administrator may designate officers or employees of the Company to assist
the Administrator in the administration of the Plan and, to the extent permitted by applicable law and stock exchange rules, the
Administrator may delegate to officers or other employees of the Company the Administrator’s duties and powers under the
Plan, subject to such conditions and limitations as the Administrator shall prescribe, including without limitation the authority
to execute agreements or other documents on behalf of the Administrator; provided, however, that such delegation of authority shall
not extend to the granting of, or exercise of discretion with respect to, Awards to Eligible Individuals who are officers under
Section 16 of the Exchange Act.


 


(d)              
Non-Uniform Determinations. The Administrator’s determinations under the Plan (including without limitation, determinations
of the persons to receive Awards, the form, amount and timing of such Awards, the terms and provisions of such Awards and the Award
Agreements evidencing such Awards, and the ramifications of a Change in Control upon outstanding Awards) need not be uniform and
may be made by the Administrator selectively among Awards or persons who receive, or are eligible to receive, Awards under the
Plan, whether or not such persons are similarly situated.


 


(e)               
Limited Liability; Advisors. To the maximum extent permitted by law, no member of the Administrator shall be liable
for any action taken or decision made in good faith relating to the Plan or any Award thereunder. The Administrator may employ
counsel, consultants, accountants, appraisers, brokers or other persons. The Administrator, Immunomedics, and the officers and
directors of Immunomedics shall be entitled to rely upon the advice, opinions or valuations of any such persons.


 


(f)                 Indemnification.
To the maximum extent permitted by law, by Immunomedics’ charter and by-laws, and by any directors’ and
officers’ liability insurance coverage which may be in effect from time to time, the members of the Administrator and
any agent or delegate of the Administrator who is a director, officer or employee of Immunomedics or an Affiliate shall be
indemnified by Immunomedics against any and all liabilities and expenses to which they may be subjected by reason of any act
or failure to act with respect to their duties on behalf of the Plan.


 






    3


     


    

 


(g)              
Effect of Administrator’s Decision. All actions taken and determinations made by the Administrator on all matters
relating to the Plan or any Award pursuant to the powers vested in it hereunder shall be in the Administrator’s sole and
absolute discretion, unless in contravention of any express term of the Plan, including, without limitation, any determination
involving the appropriateness or equitableness of any action. All determinations made by the Administrator shall be conclusive,
final and binding on all parties concerned, including Immunomedics, its stockholders, any Participants and any other employee,
consultant, or director of Immunomedics and its Affiliates, and their respective successors in interest. No member of the Administrator,
nor any director, officer, employee or representative of Immunomedics shall be personally liable for any action, determination
or interpretation made in good faith with respect to the Plan or Awards. Notwithstanding the foregoing, following a Change in Control,
any determination by the Administrator as to whether “Cause” or “Good Reason” exists under the terms of
an Award shall be subject to de novo review by a court of competent jurisdiction.


 


5.                 
Shares Issuable Pursuant to Awards.


 


(a)              
Initial Share Pool. As of the Effective Date, the number of shares of Common Stock issuable pursuant to Awards that
may be granted under the Plan (the “Share Pool”) shall be equal to (i) 9,000,000 shares of Common Stock plus
(ii) the number of unallocated shares of Common Stock available for issuance as of the effective date of the 2014 Plan under the
Immunomedics, Inc. 2006 Stock Incentive Plan (the “2006 Plan”) that were not then subject to outstanding Awards plus
(iii) 7,000,000 additional shares as of the Effective Date.


 


(b)              
Adjustments to Share Pool. The Share Pool shall be adjusted, in addition to any adjustments to be made pursuant to Section
10 of the Plan, as follows:


 


(i)                
The Share Pool shall be reduced, on the date of grant, by one share for each share of Common Stock made subject to an Award
granted under the Plan;


 


(ii)               
The Share Pool shall be increased, on the relevant date, by the number of unissued shares of Common Stock underlying or
used as a reference measure for any Award or portion of an Award granted under this Plan or the 2006 Plan that is cancelled, forfeited,
expired, terminated unearned or settled in cash, in any such case without the issuance of shares; and


 


(iii)              
The Share Pool shall be increased, on the forfeiture date, by the number of shares of Common Stock that are forfeited back
to the Company after issuance due to a failure to meet an Award contingency or condition with respect to any Award or portion of
an Award granted under this Plan or the 2006 Plan.


 


For the avoidance
of doubt, as of the Effective Date, the Share Pool shall not be increased by (A) shares of Common Stock used as a reference
measure for any Award granted under this Plan that are not issued upon settlement of such Award due to a net settlement, (B)
shares of Common Stock withheld by or surrendered (either actually or through attestation) to the Company in payment of the
exercise price of any Award, or (C) shares of Common Stock withheld by or surrendered (either actually or through
attestation) to the Company in payment of the Tax Withholding Obligation that arises in connection with any Award.


 






    4


     


    

 


(c)              
Award Limits. Subject to adjustment as provided in Section 10 of the Plan:


 


(i)                
the maximum number of shares of Common Stock that may be made subject to Awards granted under the Plan during a calendar
year to any one person in the form of stock options or stock appreciation rights is, in the aggregate, 500,000 shares;


 


(ii)               
the maximum number of shares of Common Stock that may be made subject to Awards granted under the Plan during a calendar
year to any one person in the form of Performance Awards is, in the aggregate, 500,000 shares,


 


(iii)              
in connection with Awards granted under the Plan during a calendar year to any one person in the form of Performance Shares,
the maximum cash amount payable thereunder is the amount equal to the number of shares made subject to the Award, as limited by
Section 5(c)(ii), multiplied by the Fair Market Value as determined as of the payment date; and


 


(iv)              
in connection with Awards granted under the Plan during a calendar year to any one person in the form of Performance Units,
the maximum cash amount payable under such Performance Units is $1,000,000; provided, however, that each of the limitations
set forth above in clauses (i), (ii) and (iii) of this Section 5(c) shall be multiplied by two when applied to Awards granted to
any individual during the calendar year in which such individual first commences service with Immunomedics or a Subsidiary; and
provided, further, that the limitations set forth above in clauses (ii) and (iii) of this Section 5(c) shall be multiplied
by the number of calendar years over which the applicable Performance Period spans (in whole or in part), if the Performance Period
is longer than 12 months’ duration, when applied to Performance Awards. If an Award is terminated, surrendered or canceled
in the same year in which it was granted, such Award nevertheless will continue to be counted against the limitations set forth
above in this Section 5(c) for the calendar year in which it was granted.


 


(d)              
ISO Limit. Subject to adjustment pursuant to Section 10 of the Plan, the maximum number of shares of Common Stock that
may be issued pursuant to stock options granted under the Plan that are intended to qualify as Incentive Stock Options within the
meaning of Section 422 of the Code shall be equal to 16,000,000 shares of Common Stock.


 


(e)              
Source of Shares. The shares of Common Stock with respect to which Awards may be made under the Plan shall be shares
authorized for issuance under Immunomedics’ charter but unissued, or issued and reacquired, including without limitation
shares purchased in the open market or in private transactions.


 






    5


     


    

 


6.                 
 Participation.


 


Participation in the
Plan shall be open to all Eligible Individuals, as may be selected by the Administrator from time to time. The Administrator may
also grant Awards to Eligible Individuals in connection with hiring, recruiting or otherwise, prior to the date the individual
first performs services for Immunomedics or a Subsidiary; provided, however, that such Awards shall not become vested
or exercisable, and no shares shall be issued to such individual, prior to the date the individual first commences performance
of such services.


 


7.                 
Awards.


 


(a)               
Awards, In General. The Administrator, in its sole discretion, shall establish the terms of all Awards granted under
the Plan consistent with the terms of the Plan. Awards may be granted individually or in tandem with other types of Awards, concurrently
with or with respect to outstanding Awards. All Awards are subject to the terms and conditions provided in the Award Agreement,
which shall be delivered to the Participant receiving such Award upon, or as promptly as is reasonably practicable following, the
grant of such Award. Unless otherwise specified by the Administrator, in its sole discretion, or otherwise provided in the Award
Agreement, an Award shall not be effective unless the Award Agreement is signed or otherwise accepted by Immunomedics and the Participant
receiving the Award (including by electronic delivery and/or electronic signature).


 


(b)               
Minimum Restriction Period for All Awards. Except as provided below and notwithstanding any provision of the Plan to
the contrary, each Award granted under the Plan shall be subject to a minimum Restriction Period of 12 months from the date of
grant. . If the grant of a Performance Award is conditioned on satisfaction of Performance Goals, the Performance Period shall
not be less than 12 months’ duration, but no additional minimum Restriction Period need apply to such Award. Except as provided
below and notwithstanding any provision of the Plan to the contrary, the Administrator shall not have discretionary authority to
waive the minimum Restriction Period applicable to an Award, except in the case of death, disability, or a Change in Control. The
provisions of this Section 7(b) shall not apply and/or may be waived, in the Administrator’s discretion, with respect to
up to the number of Awards that is equal to five percent (5%) of the aggregate Share Pool available as of the Effective Date.


 


(c)               
Stock Options.


 


(i)                
Grants. A stock option means a right to purchase a specified number of shares of Common Stock from Immunomedics at
a specified price during a specified period of time. The Administrator may from time to time grant to Eligible Individuals Awards
of Incentive Stock Options or Nonqualified Options; provided, however, that Awards of Incentive Stock Options shall
be limited to employees of Immunomedics or of any current or hereafter existing “parent corporation” or “subsidiary
corporation,” as defined in Sections 424(e) and 424(f) of the Code, respectively, of Immunomedics, and any other Eligible
Individuals who are eligible to receive Incentive Stock Options under the provisions of Section 422 of the Code. No stock option
shall be an Incentive Stock Option unless so designated by the Administrator at the time of grant or in the applicable Award Agreement.


 






    6


     


    

 


(ii)              
 Exercise. Stock options shall be exercisable at such time or times and subject to such terms and conditions as shall
be determined by the Administrator; provided, however, that Awards of stock options may not have a term in excess of ten
years’ duration unless required otherwise by applicable law. The exercise price per share subject to a stock option granted
under the Plan shall not be less than the Fair Market Value of one share of Common Stock on the date of grant of the stock option,
except as provided under applicable law or with respect to stock options that are granted in substitution of similar types of awards
of a company acquired by Immunomedics or a Subsidiary or with which Immunomedics or a Subsidiary combines (whether in connection
with a corporate transaction, such as a merger, combination, consolidation or acquisition of property or stock, or otherwise) to
preserve the intrinsic value of such awards.


 


(iii)              
Termination of Service. Except as provided in the applicable Award Agreement or otherwise determined by the Administrator,
to the extent stock options are not vested and exercisable, a Participant’s stock options shall be forfeited upon his or
her Termination of Service.


 


(iv)             
Additional Terms and Conditions. The Administrator may, by way of the Award Agreement or otherwise, determine such
other terms, conditions, restrictions, and/or limitations, if any, of any Award of stock options, provided they are not
inconsistent with the Plan.


 


(d)               
Limitation on Reload Options. The Administrator shall not grant stock options under this Plan that contain a reload
or replenishment feature pursuant to which a new stock option would be granted automatically upon receipt of delivery of Common
Stock to Immunomedics in payment of the exercise price or any Tax Withholding Obligation under any other stock option.


 


(e)                
Stock Appreciation Rights.


 


(i)                
Grants. The Administrator may from time to time grant to Eligible Individuals Awards of stock appreciation rights.
A stock appreciation right entitles the Participant to receive, subject to the provisions of the Plan and the Award Agreement,
a payment having an aggregate value equal to the product of (i) the excess of (A) the Fair Market Value on the exercise date of
one share of Common Stock over (B) the base price per share specified in the Award Agreement, times (ii) the number of shares specified
by the stock appreciation right, or portion thereof, which is exercised. The base price per share specified in the Award Agreement
shall not be less than the lower of the Fair Market Value on the date of grant or the exercise price of any tandem stock option
to which the stock appreciation right is related, or with respect to stock appreciation rights that are granted in substitution
of similar types of awards of a company acquired by Immunomedics or a Subsidiary or with which Immunomedics or a Subsidiary combines
(whether in connection with a corporate transaction, such as a merger, combination, consolidation or acquisition of property or
stock, or otherwise) such base price as is necessary to preserve the intrinsic value of such awards.


 






    7


     


    

 


(ii)                Exercise.
Stock appreciation rights shall be exercisable at such time or times and subject to such terms and conditions as shall be
determined by the Administrator; provided, however, that stock appreciation rights granted under the Plan may not
have a term in excess of ten years’ duration unless otherwise required by applicable law. The applicable Award
Agreement shall specify whether payment by Immunomedics of the amount receivable upon any exercise of a stock appreciation
right is to be made in cash or shares of Common Stock or a combination of both, or shall reserve to the Administrator or the
Participant the right to make that determination prior to or upon the exercise of the stock appreciation right. If upon the
exercise of a stock appreciation right a Participant is to receive a portion of such payment in shares of Common Stock, the
number of shares shall be determined by dividing such portion by the Fair Market Value of a share of Common Stock on the
exercise date. No fractional shares shall be used for such payment and the Administrator shall determine whether cash shall
be given in lieu of such fractional shares or whether such fractional shares shall be eliminated.


 


(iii)              
Termination of Service. Except as provided in the applicable Award Agreement or otherwise determined by the Administrator,
to the extent stock appreciation rights are not vested and exercisable, a Participant’s stock appreciation rights shall be
forfeited upon his or her Termination of Service.


 


(iv)             
Additional Terms and Conditions. The Administrator may, by way of the Award Agreement or otherwise, determine such
other terms, conditions, restrictions, and/or limitations, if any, of any Award of stock appreciation rights, provided they
are not inconsistent with the Plan.


 


(f)                
Repricing. Notwithstanding anything herein to the contrary, except in connection with a corporate transaction involving
Immunomedics (including, without limitation, any stock dividend, stock split, extraordinary cash dividend, recapitalization, reorganization,
merger, consolidation, split-up, spin-off, combination, or exchange of shares), the terms of options and stock appreciation rights
granted under the Plan may not be amended, after the date of grant, to reduce the exercise price of such options or stock appreciation
rights, nor may outstanding options or stock appreciation rights be canceled in exchange for (i) cash, (ii) options or stock appreciation
rights with an exercise price or base price that is less than the exercise price or base price of the original outstanding options
or stock appreciation rights, or (iii) other Awards, unless such action is approved by Immunomedics’ stockholders.


 


(g)              
Stock Awards.


 


(i)                
Grants. The Administrator may from time to time grant to Eligible Individuals Awards of unrestricted Common Stock
or Restricted Stock (collectively, “Stock Awards”) on such terms and conditions, and for such consideration,
including no consideration or such minimum consideration as may be required by law, as the Administrator shall determine, subject
to the limitations set forth in Section 7(b). Stock Awards shall be evidenced in such manner as the Administrator may deem appropriate,
including via book-entry registration.


 


(ii)                Vesting.
Restricted Stock shall be subject to such vesting, restrictions on transferability and other restrictions, if any, and/or
risk of forfeiture as the Administrator may impose at the date of grant or thereafter. The Restriction Period to which such
vesting, restrictions and/or risk of forfeiture apply may lapse under such circumstances, including without limitation upon
the attainment of Performance Goals, in such installments, or otherwise, as the Administrator may determine. Subject to the
provisions of the Plan and the applicable Award Agreement, during the Restriction Period, the Participant shall not be
permitted to sell, assign, transfer, pledge or otherwise encumber shares of Restricted Stock.


 






    8


     


    

 


(iii)              
Rights of a Stockholder; Dividends. Except to the extent restricted under the Award Agreement relating to the
Restricted Stock, a Participant granted Restricted Stock shall have all of the rights of a stockholder of Common Stock including,
without limitation, the right to vote Restricted Stock. Cash dividends declared payable on Common Stock shall be paid, with respect
to outstanding Restricted Stock, either as soon as practicable following the dividend payment date or deferred for payment to such
later date as determined by the Administrator, and shall be paid in cash or as unrestricted shares of Common Stock having a Fair
Market Value equal to the amount of such dividends or may be reinvested in additional shares of Restricted Stock as determined
by the Administrator; provided, however, that dividends declared payable on Restricted Stock that is granted
as a Performance Award shall be held by Immunomedics and made subject to forfeiture at least until achievement of the applicable
Performance Goal related to such shares of Restricted Stock. Stock distributed in connection with a stock split or stock dividend,
and other property distributed as a dividend, shall be subject to restrictions and a risk of forfeiture to the same extent as the
Restricted Stock with respect to which such Common Stock or other property has been distributed. As soon as is practicable following
the date on which restrictions on any shares of Restricted Stock lapse, Immunomedics shall deliver to the Participant the certificates
for such shares or shall cause the shares to be registered in the Participant’s name in book-entry form, in either case with
the restrictions removed, provided that the Participant shall have complied with all conditions for delivery of such shares contained
in the Award Agreement or otherwise reasonably required by Immunomedics.


 


(iv)             
Termination of Service. Except as provided in the applicable Award Agreement, upon Termination of Service during
the applicable Restriction Period, Restricted Stock and any accrued but unpaid dividends that are at that time subject to restrictions
shall be forfeited; provided that, subject to the limitations set forth in Section 7(b), the Administrator may provide,
by rule or regulation or in any Award Agreement, or may determine in any individual case, that restrictions or forfeiture conditions
relating to Restricted Stock will be waived in whole or in part in the event of terminations resulting from specified causes, and
the Administrator may in other cases waive in whole or in part the forfeiture of Restricted Stock.


 


(v)              
Additional Terms and Conditions. The Administrator may, by way of the Award Agreement or otherwise, determine such
other terms, conditions, restrictions, and/or limitations, if any, of any Award of Restricted Stock, provided they are not
inconsistent with the Plan.


 






    9


     


    

 


(h)               
Stock Units.


 


(i)                
Grants. The Administrator may from time to time grant to Eligible Individuals Awards of unrestricted stock Units
or Restricted Stock Units on such terms and conditions, and for such consideration, including no consideration or such minimum
consideration as may be required by law, as the Administrator shall determine, subject to the limitations set forth in Section
7(b). Restricted Stock Units represent a contractual obligation by Immunomedics to deliver a number of shares of Common Stock,
an amount in cash equal to the Fair Market Value of the specified number of shares subject to the Award, or a combination of shares
of Common Stock and cash, in accordance with the terms and conditions set forth in the Plan and any applicable Award Agreement.


 


(ii)               
Vesting and Payment. Restricted Stock Units shall be subject to such vesting, risk of forfeiture and/or payment provisions
as the Administrator may impose at the date of grant. The Restriction Period to which such vesting and/or risk of forfeiture apply
may lapse under such circumstances, including without limitation upon the attainment of Performance Goals, in such installments,
or otherwise, as the Administrator may determine. Shares of Common Stock, cash or a combination of shares of Common Stock and cash,
as applicable, payable in settlement of Restricted Stock Units shall be delivered to the Participant as soon as administratively
practicable, but no later than 30 days, after the date on which payment is due under the terms of the Award Agreement provided
that the Participant shall have complied with all conditions for delivery of such shares or payment contained in the Award
Agreement or otherwise reasonably required by Immunomedics, or in accordance with an election of the Participant, if the Administrator
so permits, that meets the requirements of Section 409A of the Code.


 


(iii)           
No Rights of a Stockholder; Dividend Equivalents. Until shares of Common Stock are issued to the Participant
in settlement of stock Units, the Participant shall not have any rights of a stockholder of Immunomedics with respect to the stock
Units or the shares issuable thereunder. The Administrator may grant to the Participant the right to receive Dividend Equivalents
on stock Units, on a current, reinvested and/or restricted basis, subject to such terms as the Administrator may determine provided,
however, that Dividend Equivalents payable on stock Units that are granted as a Performance Award shall, rather than be
paid on a current basis, be accrued and made subject to forfeiture at least until achievement of the applicable Performance Goal
related to such stock Units.


 


(iv)            
Termination of Service. Upon Termination of Service during the applicable deferral period or portion thereof to which
forfeiture conditions apply, or upon failure to satisfy any other conditions precedent to the delivery of shares of Common Stock
or cash to which such Restricted Stock Units relate, all Restricted Stock Units and any accrued but unpaid Dividend Equivalents
with respect to such Restricted Stock Units that are then subject to deferral or restriction shall be forfeited; provided that,
subject to the limitations set forth in Section 7(b), the Administrator may provide, by rule or regulation or in any Award Agreement,
or may determine in any individual case, that restrictions or forfeiture conditions relating to Restricted Stock Units will be
waived in whole or in part in the event of termination resulting from specified causes, and the Administrator may in other cases
waive in whole or in part the forfeiture of Restricted Stock Units.


 






    10


     


    

 


(v)              
 Additional Terms and Conditions. The Administrator may, by way of the Award Agreement or otherwise, determine such
other terms, conditions, restrictions, and/or limitations, if any, of any Award of stock Units, provided they are not inconsistent
with the Plan.


 


(i)                
Performance Shares and Performance Units.


 


(i)                
Grants. The Administrator may from time to time grant to Eligible Individuals Awards in the form of Performance Shares
and Performance Units. Performance Shares, as that term is used in this Plan, shall refer to shares of Common Stock or Units that
are expressed in terms of Common Stock, the issuance, vesting, lapse of restrictions on or payment of which is contingent on performance
as measured against predetermined objectives over a specified Performance Period. Performance Units, as that term is used in this
Plan, shall refer to dollar-denominated Units valued by reference to designated criteria established by the Administrator, other
than Common Stock, the issuance, vesting, lapse of restrictions on or payment of which is contingent on performance as measured
against predetermined objectives over a specified Performance Period. The applicable Award Agreement shall specify whether Performance
Shares and Performance Units will be settled or paid in cash or shares of Common Stock or a combination of both, or shall reserve
to the Administrator or the Participant the right to make that determination prior to or at the payment or settlement date.


 


(ii)               
Performance Criteria. The Administrator shall, prior to or at the time of grant, condition the grant, vesting or
payment of, or lapse of restrictions on, an Award of Performance Shares or Performance Units upon (A) the attainment of Performance
Goals during a Performance Period or (B) the attainment of Performance Goals and the continued service of the Participant. The
length of the Performance Period, the Performance Goals to be achieved during the Performance Period, and the measure of whether
and to what degree such Performance Goals have been attained shall be conclusively determined by the Administrator in the exercise
of its absolute discretion. Performance Goals may include minimum, maximum and target levels of performance, with the size of the
Award or payout of Performance Shares or Performance Units or the vesting or lapse of restrictions with respect thereto based on
the level attained. Performance Goals. Performance Goals may be applied on a per share or absolute basis and relative to one or
more Performance Metrics, or any combination thereof, and may be measured pursuant to U.S. generally accepted accounting principles
(“GAAP”), non-GAAP or other objective standards in a manner consistent with Immunomedics’ or its Subsidiary’s
established accounting policies, all as the Administrator shall determine at the time the Performance Goals for a Performance Period
are established. An Award of Performance Shares or Performance Units shall be settled as and when the Award vests or at a later
time specified in the Award Agreement or in accordance with an election of the Participant, if the Administrator so permits, that
meets the requirements of Section 409A of the Code


 






    11


     


    

 


(iii)               Adjustment
to Performance Goals. The Administrator may, in its sole discretion, provide that one or more objectively determinable
adjustments shall be made to the manner in which one or more of the Performance Goals is to be calculated or measured to take
into account, or ignore, one or more of the following: (1) items related to a change in accounting principle; (2) items
relating to financing activities; (3) expenses for restructuring or productivity initiatives; (4) other non-operating items;
(5) items related to acquisitions; (6) items attributable to the business operations of any entity acquired by the Company
during the Performance Period; (7) items related to the sale or disposition of a business or segment of a business; (8) items
related to discontinued operations that do not qualify as a segment of a business under U.S. generally accepted accounting
principles; (9) items attributable to any stock dividend, stock split, combination or exchange of stock occurring during the
Performance Period; (10) any other items of significant income or expense which are determined to be appropriate adjustments;
(11) items relating to unusual or extraordinary corporate transactions, events or developments, (12) items related to
amortization of acquired intangible assets; (13) items that are outside the scope of the Company’s core, on-going
business activities; (14) changes in foreign currency exchange rates; (15) items relating to changes in tax laws; (16)
certain identified expenses (including, but not limited to, cash bonus expenses, incentive expenses and acquisition-related
transaction and integration expenses); (17) items relating to asset impairment charges; (18) items relating to gains or
unusual or nonrecurring events or changes in applicable law, accounting principles or business conditions; or (19) any other
items or criteria selected by the Administrator.


 


(iv)             
Additional Terms and Conditions. The Administrator may, by way of the Award Agreement or otherwise, determine such
other terms, conditions, restrictions, and/or limitations, if any, of any Award of Performance Shares or Performance Units, provided
they are not inconsistent with the Plan.


 


(j)                
Other Stock-Based Awards. The Administrator may from time to time grant to Eligible Individuals Awards in the form of
Other Stock-Based Awards. Other Stock-Based Awards in the form of Dividend Equivalents may be (A) awarded on a free-standing basis
or in connection with another Award other than a stock option or stock appreciation right, (B) paid currently or credited to an
account for the Participant, including the reinvestment of such credited amounts in Common Stock equivalents, to be paid on a deferred
basis, and (C) settled in cash or Common Stock as determined by the Administrator; provided, however, that Dividend
Equivalents payable on Other Stock-Based Awards that are granted as a Performance Award shall, rather than be paid on a current
basis, be accrued and made subject to forfeiture at least until achievement of the applicable Performance Goal related to such
Other Stock-Based Awards. Any such settlements, and any such crediting of Dividend Equivalents, may be subject to such conditions,
restrictions and contingencies as the Administrator shall establish.


 


(k)              
Awards to Participants Outside the United States. The Administrator may grant Awards to Eligible Individuals who are
foreign nationals, who are located outside the United States or who are not compensated from a payroll maintained in the United
States, or who are otherwise subject to (or could cause Immunomedics or a Subsidiary to be subject to) tax, legal or regulatory
provisions of countries or jurisdictions outside the United States, on such terms and conditions different from those specified
in the Plan as may, in the judgment of the Administrator, be necessary or desirable in order that any such Award shall conform
to laws, regulations, and customs of the country or jurisdiction in which the Participant is then resident or primarily employed
or to foster and promote achievement of the purposes of the Plan.


 






    12


     


    

 


(l)                
 Limitation on Dividend Reinvestment and Dividend Equivalents. Reinvestment of dividends in additional Restricted Stock
at the time of any dividend payment, and the payment of shares of Common Stock with respect to dividends to Participants holding
Awards of stock Units, shall only be permissible if sufficient shares are available under the Share Pool for such reinvestment
or payment (taking into account then outstanding Awards). In the event that sufficient shares are not available under the Share
Pool for such reinvestment or payment, such reinvestment or payment shall be made in the form of a grant of stock Units equal in
number to the shares of Common Stock that would have been obtained by such payment or reinvestment, the terms of which stock Units
shall provide for settlement in cash and for Dividend Equivalent reinvestment in further stock Units on the terms contemplated
by this Section 7(l).


 


8.                 
Withholding of Taxes.


 


Participants and holders
of Awards shall pay to Immunomedics or its Affiliate, or make arrangements satisfactory to the Administrator for payment of, any
Tax Withholding Obligation in respect of Awards granted under the Plan no later than the date of the event creating the tax or
social insurance contribution liability. The obligations of Immunomedics under the Plan shall be conditional on such payment or
arrangements. Unless otherwise determined by the Administrator, Tax Withholding Obligations may be settled in whole or in part
with shares of Common Stock, including unrestricted outstanding shares surrendered to Immunomedics and unrestricted shares that
are part of the Award that gives rise to the Tax Withholding Obligation, having a Fair Market Value on the date of surrender or
withholding equal to the statutory minimum amount (and not any greater amount) required to be withheld for tax or social insurance
contribution purposes, all in accordance with such procedures as the Administrator establishes. Immunomedics or its Affiliate may
deduct, to the extent permitted by law, any such Tax Withholding Obligations from any payment of any kind otherwise due to the
Participant or holder of an Award.


 


9.                 
Transferability of Awards.


 


(a)              
General Nontransferability Absent Administrator Permission. Except as otherwise determined by the Administrator, and
in any event in the case of an Incentive Stock Option or a tandem stock appreciation right granted with respect to an Incentive
Stock Option, no Award granted under the Plan shall be transferable by a Participant otherwise than by will or the laws of descent
and distribution. The Administrator shall not permit any transfer of an Award for value. An Award may be exercised during the lifetime
of the Participant, only by the Participant or, during the period the Participant is under a legal disability, by the Participant’s
guardian or legal representative, unless otherwise determined by the Administrator. Awards granted under the Plan shall not be
subject in any manner to alienation, anticipation, sale, transfer, assignment, pledge, or encumbrance, except as otherwise determined
by the Administrator; provided, however, that the restrictions in this sentence shall not apply to the shares of Common
Stock received in connection with an Award after the date that the restrictions on transferability of such shares set forth in
the applicable Award Agreement have lapsed. Nothing in this paragraph shall be interpreted or construed as overriding the terms
of any Immunomedics stock ownership or retention policy, now or hereafter existing, that may apply to the Participant or shares
of Common Stock received under an Award.


 






    13


     


    

 


(b)              
 Administrator Discretion to Permit Transfers Other Than For Value. Except as otherwise restricted by applicable law,
the Administrator may, but need not, permit an Award, other than an Incentive Stock Option or a tandem stock appreciation right
granted with respect to an Incentive Stock Option, to be transferred to a Participant’s Family Member (as defined below)
as a gift or pursuant to a domestic relations order in settlement of marital property rights. The Administrator shall not permit
any transfer of an Award for value. For purposes of this Section 9, “Family Member” means any child, stepchild,
grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law,
daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the Participant’s
household (other than a tenant or employee), a trust in which these persons have more than fifty percent of the beneficial interest,
a foundation in which these persons (or the Participant) control the management of assets, and any other entity in which these
persons (or the Participant) own more than fifty percent of the voting interests. The following transactions are not prohibited
transfers for value: (i) a transfer under a domestic relations order in settlement of marital property rights; and (ii) a transfer
to an entity in which more than fifty percent of the voting interests are owned by Family Members (or the Participant) in exchange
for an interest in that entity.


 


10.             
Adjustments for Corporate Transactions and Other Events.


 


(a)              
Mandatory Adjustments. In the event of a merger, consolidation, stock rights offering, statutory share exchange or similar
event affecting Immunomedics (each, a “Corporate Event”) or a stock dividend, stock split, reverse stock split,
separation, spinoff, reorganization, extraordinary dividend of cash or other property, share combination or subdivision, or recapitalization
or similar event affecting the capital structure of Immunomedics (each, a “Share Change”) that occurs at any
time after adoption of this Plan by the Board (including any such Corporate Event or Share Change that occurs after such adoption
and coincident with or prior to the Effective Date), the Administrator shall make equitable and appropriate substitutions or proportionate
adjustments to (i) the aggregate number and kind of shares of Common Stock or other securities on which Awards under the Plan may
be granted to Eligible Individuals, (ii) the maximum number of shares of Common Stock or other securities with respect to which
Awards may be granted during any one calendar year to any individual, (iii) the maximum number of shares of Common Stock or other
securities that may be issued with respect to Incentive Stock Options granted under the Plan, (iv) the number of shares of Common
Stock or other securities covered by each outstanding Award and the exercise price, base price or other price per share, if any,
and other relevant terms of each outstanding Award, and (v) all other numerical limitations relating to Awards, whether contained
in this Plan or in Award Agreements; provided, however, that any fractional shares resulting from any such adjustment
shall be eliminated.


 


(b)               Discretionary
Adjustments. In the case of Corporate Events, the Administrator may make such other adjustments to outstanding Awards as
it determines to be appropriate and desirable, which adjustments may include, without limitation, (i) the cancellation of
outstanding Awards in exchange for payments of cash, securities or other property or a combination thereof having an
aggregate value equal to the value of such Awards, as determined by the Administrator in its sole discretion (it being
understood that in the case of a Corporate Event with respect to which stockholders of Immunomedics receive consideration
other than publicly traded equity securities of the ultimate surviving entity, any such determination by the Administrator
that the value of a stock option or stock appreciation right shall for this purpose be deemed to equal the excess, if any, of
the value of the consideration being paid for each share of Common Stock pursuant to such Corporate Event over the exercise
price or base price of such stock option or stock appreciation right shall conclusively be deemed valid and that any stock
option or stock appreciation right may be cancelled for no consideration upon a Corporate Event if its exercise price or base
price does not exceed the value of the consideration being paid for each share of Common Stock pursuant to such Corporate
Event), (ii) the substitution of securities or other property (including, without limitation, cash or other securities of
Immunomedics and securities of entities other than Immunomedics) for the shares of Common Stock subject to outstanding
Awards, and (iii) the substitution of equivalent awards, as determined in the sole discretion of the Administrator, of the
surviving or successor entity or a parent thereof (“Substitute Awards”).


 






    14


     


    

 


(c)              
Adjustments to Performance Goals. The Administrator may, in its discretion, adjust the Performance Goals applicable
to any Awards to reflect any unusual or non-recurring events and other extraordinary items, impact of charges for restructurings,
discontinued operations and the cumulative effects of accounting or tax changes, each as defined by generally accepted accounting
principles or as identified in Immunomedics’ consolidated financial statements, notes to the consolidated financial statements,
management’s discussion and analysis or other Immunomedics filings with the Securities and Exchange Commission. If the Administrator
determines that a change in the business, operations, corporate structure or capital structure of Immunomedics or the applicable
subsidiary, business segment or other operational unit of Immunomedics or any such entity or segment, or the manner in which any
of the foregoing conducts its business, or other events or circumstances, render the Performance Goals to be unsuitable, the Administrator
may modify such Performance Goals or the related minimum acceptable level of achievement, in whole or in part, as the Administrator
deems appropriate and equitable.


 


(d)              
Statutory Requirements Affecting Adjustments. Notwithstanding the foregoing: (A) any adjustments made pursuant to Section
10 to Awards that are considered “deferred compensation” within the meaning of Section 409A of the Code shall be made
in compliance with the requirements of Section 409A of the Code; (B) any adjustments made pursuant to Section 10 to Awards that
are not considered “deferred compensation” subject to Section 409A of the Code shall be made in such a manner as to
ensure that after such adjustment, the Awards either (1) continue not to be subject to Section 409A of the Code or (2) comply with
the requirements of Section 409A of the Code; (C) in any event, the Administrator shall not have the authority to make any adjustments
pursuant to Section 10 to the extent the existence of such authority would cause an Award that is not intended to be subject to
Section 409A of the Code at the date of grant to be subject thereto; and (D) any adjustments made pursuant to Section 10 to Awards
that are Incentive Stock Options shall be made in compliance with the requirements of Section 424(a) of the Code.


 


(e)              
Dissolution or Liquidation. Unless the Administrator determines otherwise, all Awards outstanding under the Plan shall
terminate upon the dissolution or liquidation of Immunomedics.


 


11.             
Change in Control Provisions.


 


(a)               Termination
of Awards. Notwithstanding the provisions of Section 11(b), in the event that any transaction resulting in a Change in
Control occurs, outstanding Awards will terminate upon the effective time of such Change in Control unless provision is made
in connection with the transaction for the continuation or assumption of such Awards by, or for the issuance therefor of
Substitute Awards of, the surviving or successor entity or a parent thereof. Solely with respect to Awards that will
terminate as a result of the immediately preceding sentence and except as otherwise provided in the applicable Award
Agreement:


 






    15


     


    

 


(i)                
the outstanding Awards of stock options and stock appreciation rights that will terminate upon the effective time of the
Change in Control shall, immediately before the effective time of the Change in Control, become fully vested and exercisable and
the holders of such Awards will be permitted, immediately before the Change in Control, to exercise the Awards;


 


(ii)              
the outstanding shares of Restricted Stock the vesting or restrictions on which are then solely time-based and not subject
to achievement of Performance Goals shall, immediately before the effective time of the Change in Control, become fully vested,
free of all transfer and lapse restrictions and free of all risks of forfeiture;


 


(iii)              
the outstanding shares of Restricted Stock the vesting or restrictions on which are then subject to and pending achievement
of Performance Goals shall, immediately before the effective time of the Change in Control and unless the Award Agreement provides
for vesting or lapsing of restrictions in a greater amount upon the occurrence of a Change in Control, become vested, free of transfer
and lapse restrictions and risks of forfeiture in such amounts as if the applicable Performance Goals for the unexpired Performance
Period had been achieved at the target level set forth in the applicable Award Agreement;


 


(iv)             
the outstanding Restricted Stock Units, Performance Shares and Performance Units the vesting, earning or settlement of which
is then solely time-based and not subject to or pending achievement of Performance Goals shall, immediately before the effective
time of the Change in Control, become fully earned and vested and shall be settled in cash or shares of Common Stock (consistent
with the terms of the Award Agreement after taking into account the effect of the Change in Control transaction on the shares)
as promptly as is practicable, subject to any applicable limitations imposed thereon by Section 409A of the Code; and


 


(v)              
the outstanding Restricted Stock Units, Performance Shares and Performance Units the vesting, earning or settlement of which
is then subject to and pending achievement of Performance Goals shall, immediately before the effective time of the Change in Control
and unless the Award Agreement provides for vesting, earning or settlement in a greater amount upon the occurrence of a Change
in Control, become vested and earned in such amounts as if the applicable Performance Goals for the unexpired Performance Period
had been achieved at the target level set forth in the applicable Award Agreement and shall be settled in cash or shares of Common
Stock (consistent with the terms of the Award Agreement after taking into account the effect of the Change in Control transaction
on the shares) as promptly as is practicable, subject to any applicable limitations imposed thereon by Section 409A of the Code.


 






    16


     


    

 


(b)              
 Director Awards. Unless otherwise provided in the applicable Award Agreement, if a Change of Control occurs, then all
outstanding Awards to a non-employee Board member then in Service that are not then exercisable and/or not vested shall become
fully exercisable and vested upon the Change of Control.


 


Implementation of the
provisions of Sections 11(a) and (b) shall be conditioned upon consummation of the Change in Control.


 


(c)              
Continuation, Assumption or Substitution of Awards. The administrator may specify, on or after the date of grant, in
an award agreement or amendment thereto, the consequences of a Participant’s Termination of Service that occurs coincident
with or following the occurrence of a Change in Control, if a Change in Control occurs under which provision is made in connection
with the transaction for the continuation or assumption of outstanding Awards by, or for the issuance therefor of Substitute Awards
of, the surviving or successor entity or a parent thereof.


 


(d)              
Other Permitted Actions. In the event that any transaction resulting in a Change in Control occurs, the Administrator
may take any of the actions set forth in Section 10 with respect to any or all Awards granted under the Plan.


 


(e)              
Section 409A Savings Clause. Notwithstanding the foregoing, if any Award is considered to be a “nonqualified deferred
compensation plan” within the meaning of Section 409A of the Code, this Section 11 shall apply to such Award only to the
extent that its application would not result in the imposition of any tax or interest or the inclusion of any amount in income
under Section 409A of the Code.


 


12.             
Substitution of Awards in Mergers and Acquisitions.


 


Awards may be granted
under the Plan from time to time in substitution for assumed awards held by employees, officers, consultants or directors of entities
who become employees, officers, consultants or directors of Immunomedics or a Subsidiary as the result of a merger or consolidation
of the entity for which they perform services with Immunomedics or a Subsidiary, or the acquisition by Immunomedics of the assets
or stock of the such entity. The terms and conditions of any Awards so granted may vary from the terms and conditions set forth
herein to the extent that the Administrator deems appropriate at the time of grant to conform the Awards to the provisions of the
assumed awards for which they are substituted and to preserve their intrinsic value as of the date of the merger, consolidation
or acquisition transaction. To the extent permitted by applicable law and marketplace or listing rules of the primary securities
market or exchange on which the Common Stock is listed or admitted for trading, any available shares under a stockholder-approved
plan of an acquired company (as appropriately adjusted to reflect the transaction) may be used for Awards granted pursuant to this
Section 12 and, upon such grant, shall not reduce the Share Pool.


 






    17


     


    

 


13.             
Compliance with Securities Laws; Listing and Registration.


 


(a)               The
obligation of Immunomedics to sell or deliver Common Stock with respect to any Award granted under the Plan shall be subject
to all applicable laws, rules and regulations, including all applicable federal, state securities laws, and the obtaining of
all such approvals by governmental agencies as may be deemed necessary or appropriate by the Administrator. If at any time
the Administrator determines that the delivery of Common Stock under the Plan is or may be unlawful under the laws of any
applicable jurisdiction, or Federal, state or foreign (non-United States) securities laws, the right to exercise an Award or
receive shares of Common Stock pursuant to an Award shall be suspended until the Administrator determines that such delivery
is lawful. If at any time the Administrator determines that the delivery of Common Stock under the Plan would or may violate
the rules of any exchange on which Immunomedics’ securities are then listed for trade, the right to exercise an Award
or receive shares of Common Stock pursuant to an Award shall be suspended until the Administrator determines that such
delivery would not violate such rules. If the Administrator determines that the exercise or nonforfeitability of, or delivery
of benefits pursuant to, any Award would violate any applicable provision of securities laws or the listing requirements of
any stock exchange upon which any of Immunomedics’ equity securities are listed, then the Administrator may postpone
any such exercise, nonforfeitability or delivery, as applicable, but Immunomedics shall use all reasonable efforts to cause
such exercise, nonforfeitability or delivery to comply with all such provisions at the earliest practicable date.


 


(b)              
Each Award is subject to the requirement that, if at any time the Administrator determines, in its absolute discretion,
that the listing, registration or qualification of Common Stock issuable pursuant to the Plan is required by any securities exchange
or under any state, federal or foreign (non-United States) law, or the consent or approval of any governmental regulatory body
is necessary or desirable as a condition of, or in connection with, the grant of an Award or the issuance of Common Stock, no such
Award shall be granted or payment made or Common Stock issued, in whole or in part, unless listing, registration, qualification,
consent or approval has been effected or obtained free of any conditions not acceptable to the Administrator.


 


(c)              
In the event that the disposition of Common Stock acquired pursuant to the Plan is not covered by a then current registration
statement under the Securities Act of 1933, as amended (the “Securities Act”), and is not otherwise exempt from
such registration, such Common Stock shall be restricted against transfer to the extent required by the Securities Act or regulations
thereunder, and the Administrator may require a person receiving Common Stock pursuant to the Plan, as a condition precedent to
receipt of such Common Stock, to represent to Immunomedics in writing that the Common Stock acquired by such person is acquired
for investment only and not with a view to distribution and that such person will not dispose of the Common Stock so acquired in
violation of Federal, state or foreign securities laws and furnish such information as may, in the opinion of counsel for the Company,
be appropriate to permit the Company to issue the Common Stock in compliance with applicable Federal, state or foreign securities
laws.


 






    18


     


    

 


14.             
Section 409A Compliance.


 


It is the
intention of Immunomedics that any Award that constitutes a “nonqualified deferred compensation plan” within the
meaning of Section 409A of the Code shall comply in all respects with the requirements of Section 409A of the Code to avoid
the imposition of any tax or interest or the inclusion of any amount in income pursuant to Section 409A of the Code, and the
terms of each such Award shall be construed, administered and deemed amended, if applicable, in a manner consistent with this
intention. Notwithstanding the foregoing, neither Immunomedics nor any of its Affiliates nor any of its or their directors,
officers, employees, agents or other service providers will be liable for any taxes, penalties or interest imposed on any
Participant or other person with respect to any amounts paid or payable (whether in cash, shares of Common Stock or other
property) under any Award, including any taxes, penalties or interest imposed under or as a result of Section 409A of the
Code. Any payments described in an Award that are due within the “short term deferral period” as defined in
Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. For purposes
of any Award, each amount to be paid or benefit to be provided to a Participant that constitutes deferred compensation
subject to Section 409A of the Code shall be construed as a separate identified payment for purposes of Section 409A of the
Code. For purposes of Section 409A of the Code, the payment of Dividend Equivalents under any Award shall be construed as
earnings and the time and form of payment of such Dividend Equivalents shall be treated separately from the time and form of
payment of the underlying Award. Notwithstanding any other provision of the Plan to the contrary, with respect to any Award
that constitutes a “nonqualified deferred compensation plan” within the meaning of Section 409A of the Code, any
payments (whether in cash, shares of Common Stock or other property) to be made with respect to the Award that become payable
on account of the Participant’s separation from service, within the meaning of Section 409A of the Code, while the
Participant is a “specified employee” (as determined in accordance with the uniform policy adopted by the
Administrator with respect to all of the arrangements subject to Section 409A of the Code maintained by Immunomedics and its
Affiliates) and which would otherwise be paid within six months after the Participant’s separation from service shall
be accumulated (without interest) and paid on the first day of the seventh month following the Participant’s separation
from service or, if earlier, within 15 days after the appointment of the personal representative or executor of the
Participant’s estate following the Participant’s death. Notwithstanding anything in the Plan or an Award
Agreement to the contrary, in no event shall the Administrator exercise its discretion to accelerate the payment or
settlement of an Award where such payment or settlement constitutes deferred compensation within the meaning of Code section
409A unless, and solely to the extent that, such accelerated payment or settlement is permissible under Treasury Regulation
section 1.409A-3(j)(4).


 


15.             
Plan Duration; Amendment and Discontinuance.


 


(a)              
Plan Duration. The Plan shall remain in effect, subject to the right of the Board or the Compensation Committee to amend
or terminate the Plan at any time, until the earlier of (a) the earliest date as of which all Awards granted under the Plan have
been satisfied in full or terminated and no shares of Common Stock approved for issuance under the Plan remain available to be
granted under new Awards or (b) April 16, 2030. No Awards shall be granted under the Plan after such termination date. Subject
to other applicable provisions of the Plan, all Awards made under the Plan on or before April 16, 2030, or such earlier termination
of the Plan, shall remain in effect until such Awards have been satisfied or terminated in accordance with the Plan and the terms
of such Awards.


 






    19


     


    

 


(b)               Amendment
and Discontinuance of the Plan. The Board or the Compensation Committee may amend, alter or discontinue the Plan, but no
amendment, alteration or discontinuation shall be made which would materially impair the rights of a Participant with respect
to a previously granted Award without such Participant’s consent, except such an amendment made to comply with
applicable law or rule of any securities exchange or market on which the Common Stock is listed or admitted for trading or to
prevent adverse tax or accounting consequences to Immunomedics or the Participant. Notwithstanding the foregoing, no such
amendment shall be made without the approval of Immunomedics’ stockholders to the extent such amendment would (A)
materially increase the benefits accruing to Participants under the Plan, (B) materially increase the number of shares of
Common Stock which may be issued under the Plan or to a Participant, (C) materially expand the eligibility for participation
in the Plan, (D) eliminate or modify the prohibition set forth in Section 7(f) on repricing of stock options and stock
appreciation rights, (E) lengthen the maximum term or lower the minimum exercise price or base price permitted for stock
options and stock appreciation rights, or (F) modify the prohibition on the issuance of reload or replenishment options.
Except as otherwise determined by the Board or Compensation Committee, termination of the Plan shall not affect the
Administrator’s ability to exercise the powers granted to it hereunder with respect to Awards granted under the Plan
prior to the date of such termination.


 


(c)              
Amendment of Awards. Subject to Section 7(f), the Administrator may unilaterally amend the terms of any Award theretofore
granted, but no such amendment shall materially impair the rights of any Participant with respect to an Award without the Participant’s
consent, except such an amendment made to cause the Plan or Award to comply with applicable law, applicable rule of any securities
exchange on which the Common Stock is listed or admitted for trading, or to prevent adverse tax or accounting consequences for
the Participant or the Company or any of its Affiliates. For purposes of the foregoing sentence, an amendment to an Award that
results in a change in the tax consequences of the Award to the Participant shall not be considered to be a material impairment
of the rights of the Participant and shall not require the Participant’s consent.


 


16.             
General Provisions.


 


(a)              
Non-Guarantee of Employment or Service. Nothing in the Plan or in any Award Agreement thereunder shall confer any right
on an individual to continue in the service of Immunomedics or any Affiliate or shall interfere in any way with the right of Immunomedics
or any Affiliate to terminate such service at any time with or without cause or notice and whether or not such termination results
in (i) the failure of any Award to vest or become payable; (ii) the forfeiture of any unvested or vested portion of any Award;
and/or (iii) any other adverse effect on the individual’s interests under any Award or the Plan. No person, even though deemed
an Eligible Individual, shall have a right to be selected as a Participant, or, having been so selected, to be selected again as
a Participant. To the extent that an Eligible Individual who is an employee of a Subsidiary receives an Award under the Plan, that
Award shall in no event be understood or interpreted to mean that Immunomedics is the Participant’s employer or that the
Participant has an employment relationship with Immunomedics.


 


(b)              
No Trust or Fund Created. Neither the Plan nor any Award shall create or be construed to create a trust or separate
fund of any kind or a fiduciary relationship between Immunomedics and a Participant or any other person. To the extent that any
Participant or other person acquires a right to receive payments from Immunomedics pursuant to an Award, such right shall be no
greater than the right of any unsecured general creditor of Immunomedics.


 






    20


     


    

 


(c)               Status
of Awards. Awards shall be special incentive payments to the Participant and shall not be taken into account in computing
the amount of salary or compensation of the Participant for purposes of determining any pension, retirement, death, severance
or other benefit under (a) any pension, retirement, profit-sharing, bonus, insurance, severance or other employee benefit
plan of Immunomedics or any Affiliate now or hereafter in effect under which the availability or amount of benefits is
related to the level of compensation or (b) any agreement between (i) Immunomedics or any Affiliate and (ii) the Participant,
except as such plan or agreement shall otherwise expressly provide.


 


(d)              
Subsidiary Employees. In the case of a grant of an Award to an Eligible Individual who provides services to any Subsidiary,
Immunomedics may, if the Administrator so directs, issue or transfer the shares of Common Stock, if any, covered by the Award to
the Subsidiary, for such lawful consideration as the Administrator may specify, upon the condition or understanding that the Subsidiary
will transfer the shares of Common Stock to the Eligible Individual in accordance with the terms of the Award specified by the
Administrator pursuant to the provisions of the Plan. All shares of Common Stock underlying Awards that are forfeited or canceled
after such issue or transfer of shares to the Subsidiary shall revert to Immunomedics.


 


(e)               
Governing Law and Interpretation. The validity, construction and effect of the Plan, of Award Agreements entered into
pursuant to the Plan, and of any rules, regulations, determinations or decisions made by the Administrator relating to the Plan
or such Award Agreements, and the rights of any and all persons having or claiming to have any interest therein or thereunder,
shall be determined exclusively in accordance with applicable United States federal laws and the laws of the State of Delaware
without regard to its conflict of laws principles. The captions of the Plan are not part of the provisions hereof and shall have
no force or effect. Except where the context otherwise requires: (i) the singular includes the plural and vice versa; (ii) a reference
to one gender includes other genders; (iii) a reference to a person includes a natural person, partnership, corporation, association,
governmental or local authority or agency or other entity; and (iv) a reference to a statute, ordinance, code or other law includes
regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them.


 


(f)                
Use of English Language. The Plan, each Award Agreement, and all other documents, notices and legal proceedings entered
into, given or instituted pursuant to an Award shall be written in English, unless otherwise determined by the Administrator. If
a Participant receives an Award Agreement, a copy of the Plan or any other documents related to an Award translated into a language
other than English, and if the meaning of the translated version is different from the English version, the English version shall
control.


 


(g)               
Recovery of Amounts Paid. Except as otherwise provided by the Administrator, Awards granted under the Plan shall be
subject to any and all policies, guidelines, codes of conduct, or other agreement or arrangement adopted by the Board or Compensation
Committee with respect to the recoupment, recovery or clawback of compensation (collectively, the “Recoupment Policy”)
and/or to any provisions set forth in the applicable Award Agreement under which Immunomedics may recover from current and former
Participants any amounts paid or shares of Common Stock issued under an Award and any proceeds therefrom under such circumstances
as the Administrator determines appropriate. The Administrator may apply the Recoupment Policy to Awards granted before the policy
is adopted to the extent required by applicable law or rule of any securities exchange or market on which shares of Common Stock
are listed or admitted for trading, as determined by the Administrator in its sole discretion.


 






    21


     


    

 


17.             
 Glossary.


 


Under this Plan, except
where the context otherwise indicates, the following definitions apply:


 


“Administrator”
means the Compensation Committee, or such other committee(s) or officer(s) duly appointed by the Board or the Compensation Committee
to administer the Plan or delegated limited authority to perform administrative actions under the Plan, and having such powers
as shall be specified by the Board or the Compensation Committee; provided, however, that at any time the Board may serve as the
Administrator in lieu of or in addition to the Compensation Committee or such other committee(s) or officer(s) to whom administrative
authority has been delegated. With respect to any Award to which Section 16 of the Exchange Act applies, the Administrator shall
consist of either the Board or a committee of the Board, which committee shall consist of two or more directors, each of whom is
intended to be, to the extent required by Rule 16b-3 of the Exchange Act, a “non-employee director” as defined in Rule
16b-3 of the Exchange Act and an “independent director” to the extent required by the rules of the national securities
exchange that is the principal trading market for the Common Stock; provided, that with respect to Awards made to a
member of the Board who is not an employee of the Company, “Administrator” means the Board. Any member of the Administrator
who does not meet the foregoing requirements shall abstain from any decision regarding an Award and shall not be considered a member
of the Administrator to the extent required to comply with Rule 16b-3 of the Exchange Act.


 


“Affiliate”
means any entity, whether now or hereafter existing, which controls, is controlled by, or is under common control with, Immunomedics
or any successor to Immunomedics. For this purpose, “control” (including the correlative meanings of the terms “controlled
by” and “under common control with”) shall mean ownership, directly or indirectly, of 50% or more of the total
combined voting power of all classes of voting securities issued by such entity, or the possession, directly or indirectly, of
the power to direct the management and policies of such entity, by contract or otherwise.


 


“Award”
means any stock option, stock appreciation right, stock award, stock unit, Performance Share, Performance Unit, and/or Other Stock-Based
Award, whether granted under this Plan or the 2006 Plan, as applicable.


 


“Award Agreement”
means the written document(s), including an electronic writing acceptable to the Administrator, and any notice, addendum or supplement
thereto, memorializing the terms and conditions of an Award granted pursuant to the Plan and which shall incorporate the terms
of the Plan.


 


“Board”
means the Board of Directors of Immunomedics.


 


“Change in
Control” means the first of the following to occur: (i) a Change in Ownership of Immunomedics, (ii) a Change in Effective
Control of Immunomedics, or (iii) a Change in the Ownership of Assets of Immunomedics, as described herein and construed in accordance
with Code section 409A.


 






    22


     


    

 


(i)                
 A “Change in Ownership of Immunomedics” shall occur on the date that any one Person acquires, or Persons Acting
as a Group acquire, ownership of the capital stock of Immunomedics that, together with the stock held by such Person or Group,
constitutes more than 50% of the total fair market value or total voting power of the capital stock of Immunomedics. However, if
any one Person is, or Persons Acting as a Group are, considered to own more than 50%, on a fully diluted basis, of the total fair
market value or total voting power of the capital stock of Immunomedics, the acquisition of additional stock by the same Person
or Persons Acting as a Group is not considered to cause a Change in Ownership of Immunomedics or to cause a Change in Effective
Control of Immunomedics (as described below). An increase in the percentage of capital stock owned by any one Person, or Persons
Acting as a Group, as a result of a transaction in which Immunomedics acquires its stock in exchange for property will be treated
as an acquisition of stock.


 


(ii)               
A “Change in Effective Control of Immunomedics” shall occur on the date that a majority of members of Client’s
Board is replaced during any 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.


 


(iii)             
A “Change in the Ownership of Assets of Immunomedics” shall occur on the date that any one Person acquires,
or Persons Acting as a Group acquire (or has or have acquired during the 12-month period ending on the date of the most recent
acquisition by such Person or Persons), assets from Immunomedics that have a total gross fair market value equal to or more than
50% of the total gross fair market value of all of the assets of Immunomedics immediately before such acquisition or acquisitions
provided that the total gross fair market value is no less than 50% of the net book value of Immunomedics. For this purpose, gross
fair market value means the value of the assets of Immunomedics, or the value of the assets being disposed of, determined without
regard to any liabilities associated with such assets.


 


The following rules
of construction apply in interpreting the definition of Change in Control:


 


(A)              
A “Person” means any individual, entity or group within the meaning of Section 13(d)(3) or 14(d)(2) of
the Securities Exchange Act of 1934, as amended, other than employee benefit plans sponsored or maintained by Immunomedics and
by entities controlled by Immunomedics or an underwriter, initial purchaser or placement agent temporarily holding the capital
stock of Immunomedics pursuant to a registered public offering.


 


(B)               Persons
will be considered to be Persons Acting as a Group (or Group) if they are owners of a corporation that enters into a merger,
consolidation, purchase or acquisition of stock, or similar business transaction with the corporation. If a Person owns stock
in both corporations that enter into a merger, consolidation, purchase or acquisition of stock, or similar transaction, such
shareholder is considered to be acting as a Group with other shareholders only with respect to the ownership in that
corporation before the transaction giving rise to the change and not with respect to the ownership interest in the other
corporation. Persons will not be considered to be acting as a Group solely because they purchase assets of the same
corporation at the same time or purchase or own stock of the same corporation at the same time, or as a result of the same
public offering.


 






    23


     


    

 


(C)              
A Change in Control shall not include a transfer to a related person as described in Code section 409A or a public offering
of capital stock of Immunomedics.


 


(D)              
For purposes of the definition of Change in Control, Section 318(a) of the Code applies to determine stock ownership. Stock
underlying a vested option is considered owned by the individual who holds the vested option (and the stock underlying an unvested
option is not considered owned by the individual who holds the unvested option). For purposes of the preceding sentence, however,
if a vested option is exercisable for stock that is not substantially vested (as defined by Treasury Regulation §1.83-3(b)
and (j)), the stock underlying the option is not treated as owned by the individual who holds the option.


 


“Code”
means the Internal Revenue Code of 1986, as amended from time to time, and any successor thereto, the Treasury Regulations thereunder
and other relevant interpretive guidance issued by the Internal Revenue Service or the Treasury Department. Reference to any specific
section of the Code shall be deemed to include such regulations and guidance, as well as any successor section, regulations and
guidance.


 


“Common Stock”
means shares of common stock of Immunomedics, par value $0.01 per share, and any capital securities into which they are converted.


 


“Company”
means Immunomedics and its Subsidiaries, except where the context otherwise requires. For purposes of determining whether a Change
in Control has occurred, Company shall mean only Immunomedics.


 


“Compensation
Committee” means the Compensation Committee of the Board.


 


“Dividend
Equivalent” means a right, granted to a Participant, to receive cash, Common Stock, stock Units or other property equal
in value to dividends paid with respect to a specified number of shares of Common Stock.


 


“Effective
Date” means the date on which adoption of the Plan is approved by the stockholders of Immunomedics.


 


“Eligible
Individuals” means (i) officers and employees of, and other individuals, including non-employee directors, who are natural
persons providing bona fide services to or for, Immunomedics or any of its Subsidiaries, provided that such services are
not in connection with the offer or sale of securities in a capital-raising transaction and do not directly or indirectly promote
or maintain a market for Immunomedics’ securities, and (ii) prospective officers, employees and service providers who have
accepted offers of employment or other service relationship from Immunomedics or a Subsidiary.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended from time to time, and any successor thereto. Reference
to any specific section of the Exchange Act shall be deemed to include such regulations and guidance issued thereunder, as
well as any successor section, regulations and guidance.


 






    24


     


    

 


“Fair Market
Value” means, on a per share basis as of any date, unless otherwise determined by the Administrator:


 


(i)                
if the principal market for the Common Stock (as determined by the Administrator if the Common Stock is listed or admitted
to trading on more than one exchange or market) is a national securities exchange or an established securities market, the official
closing price per share of Common Stock for the regular market session on that date on the principal exchange or market on which
the Common Stock is then listed or admitted to trading or, if no sale is reported for that date, on the last preceding day on which
a sale was reported, all as reported by such source as the Administrator may select;


 


(ii)               
if the principal market for the Common Stock is not a national securities exchange or an established securities market,
but the Common Stock is quoted by a national quotation system, the average of the highest bid and lowest asked prices for the Common
Stock on that date as reported on a national quotation system or, if no prices are reported for that date, on the last preceding
day on which prices were reported, all as reported by such source as the Administrator may select; or


 


(iii)              
if the Common Stock is neither listed or admitted to trading on a national securities exchange or an established securities
market, nor quoted by a national quotation system, the value determined by the Administrator in good faith by the reasonable application
of a reasonable valuation method, which method may, but need not, include taking into account an appraisal of the fair market value
of the Common Stock conducted by a nationally recognized appraisal firm selected by the Administrator.


 


Notwithstanding the preceding,
for foreign, federal, state and local income tax reporting purposes and for such other purposes as the Administrator deems appropriate,
the Fair Market Value shall be determined by the Administrator in accordance with uniform and nondiscriminatory standards adopted
by it from time to time.


 


“Full Value
Award” means an Award that results in Immunomedics transferring the full value of a share of Common Stock under the Award,
whether or not an actual share of stock is issued. Full Value Awards shall include, but are not limited to, stock awards, stock
units, Performance Shares, Performance Units that are payable in Common Stock, and Other Stock-Based Awards for which Immunomedics
transfers the full value of a share of Common Stock under the Award, but shall not include Dividend Equivalents.


 


“Immunomedics”
means Immunomedics, Inc., a Delaware corporation.


 


“Incentive
Stock Option” means any stock option that is designated, in the applicable Award Agreement or the resolutions of the
Administrator under which the stock option is granted, as an “incentive stock option” within the meaning of Section
422 of the Code and otherwise meets the requirements to be an “incentive stock option” set forth in Section 422 of
the Code.


 


“Nonqualified
Option” means any stock option that is not an Incentive Stock Option.


 






    25


     


    

 


“Other Stock-Based
Award” means an Award of Common Stock or any other Award that is valued in whole or in part by reference to, or is otherwise
based upon, shares of Common Stock, including without limitation Dividend Equivalents and convertible debentures.


 


“Participant”
means an Eligible Individual to whom one or more Awards are or have been granted pursuant to the Plan and have not been fully settled
or cancelled and, following the death of any such person, his successors, heirs, executors and administrators, as the case may
be.


 


“Performance
Award” means a Full Value Award, the grant, vesting, lapse of restrictions or settlement of which is conditioned upon
the achievement of performance objectives over a specified Performance Period and includes, without limitation, Performance Shares
and Performance Units.


 


“Performance
Goals” means the performance goals established by the Administrator in connection with the grant of Awards based on Performance
Metrics or other performance criteria selected by the Administrator.


 


“Performance
Period” means that period established by the Administrator during which any Performance Goals specified by the Administrator
with respect to such Award are to be measured.


 


“Performance
Metrics” means criteria established by the Administrator relating to any of the following, as it may apply to an individual,
one or more business units, divisions, or Affiliates, or on a company-wide basis, and in absolute terms, relative to a base period,
or relative to the performance of one or more comparable companies, peer groups, or an index covering multiple companies:


 


(i)                
Earnings or Profitability Metrics: any derivative of revenue; earnings/loss (gross, operating, net, or adjusted);
earnings/loss before interest and taxes (“EBIT”); earnings/loss before interest, taxes, depreciation and amortization
(“EBITDA”); profit margins; operating margins; expense levels or ratios; provided that any of the foregoing
metrics may be adjusted to eliminate the effect of any one or more of the following: interest expense, asset impairments or investment
losses, early extinguishment of debt or stock-based compensation expense;


 


(ii)               
Return Metrics: any derivative of return on investment, assets, equity or capital (total or invested);


 


(iii)              
Investment Metrics: relative risk-adjusted investment performance; investment performance of assets under management;


 


(iv)             
Cash Flow Metrics: any derivative of operating cash flow; cash flow sufficient to achieve financial ratios or a specified
cash balance; free cash flow; cash flow return on capital; net cash provided by operating activities; cash flow per share; working
capital;


 


(v)               Liquidity
Metrics: any derivative of debt leverage (including debt to capital, net debt-to-capital, debt-to-EBITDA or other liquidity
ratios);


 






    26


     


    

 


(vi)            
 Stock Price and Equity Metrics: any derivative of return on stockholders’ equity; total stockholder return;
stock price; stock price appreciation; market capitalization; earnings/loss per share (basic or diluted) (before or after taxes);


 


(vii)             
New Product Development: any new product development or successful completion of research and development projects;


 


(viii)           
Joint Ventures: formation of joint ventures, research or development collaborations, or the completion of other corporate
transactions intended to the enhance the Company’s revenue or profitability or enhance its customer base;


 


(ix)               
Strategic Metrics: product research and development; completion of an identified special project; clinical trials;
regulatory filings or approvals; patent application or issuance; manufacturing or process development; sales or net sales; market
share; market penetration; economic value added; customer service; customer satisfaction; inventory control; balance of cash, cash
equivalents and marketable securities; growth in assets; key hires; employee satisfaction; employee retention; business expansion;
acquisitions, divestitures, joint ventures or financing; legal compliance or safety and risk reduction; and/or


 


(x)               
Other: such other metrics as determined by the Administrator.


 


“Performance
Shares” means a grant of stock or stock Units the issuance, vesting or payment of which is contingent on performance
as measured against predetermined objectives over a specified Performance Period.


 


“Performance
Units” means a grant of dollar-denominated Units the value, vesting or payment of which is contingent on performance
against predetermined objectives over a specified Performance Period.


 


“Plan”
means this Immunomedics, Inc. Amended and Restated 2014 Long-Term Incentive Plan, as set forth herein and as it may be amended
from time to time.


 


“Restricted
Stock” means an Award of shares of Common Stock to a Participant that may be subject to certain transferability and other
restrictions and to a risk of forfeiture (including by reason of not satisfying certain Performance Goals).


 


“Restricted
Stock Unit” means a right granted to a Participant to receive shares of Common Stock or cash at the end of a specified
deferral period, which right may be conditioned on the satisfaction of certain requirements (including the satisfaction of certain
Performance Goals).


 


“Restriction
Period” means, with respect to Awards, the period commencing on the date of grant of such Award to which vesting or transferability
and other restrictions and a risk of forfeiture apply and ending upon the expiration of the applicable vesting conditions, transferability
and other restrictions and lapse of risk of forfeiture and/or the achievement of the applicable Performance Goals (it being understood
that the Administrator may provide that vesting shall occur and/or restrictions shall lapse with respect to portions of the applicable
Award during the Restriction Period in accordance with Section 7(b)).


 






    27


     


    

 


“Service”
means the Participant’s employment or other service relationship with the Company and its Affiliates. A Participant’s
Service will be considered to have ceased with the Company and its Affiliates if, immediately after a sale, merger or other corporate
transaction, the trade, business or entity with which you are employed or otherwise have a service relationship is not the Company
or its successor or an Affiliate of the Company or its successor.


 


“Subsidiary”
means any corporation or other entity in an unbroken chain of corporations or other entities beginning with Immunomedics if each
of the corporations or other entities, or group of commonly controlled corporations or other entities, other than the last corporation
or other entity in the unbroken chain then owns stock or other equity interests possessing 50% or more of the total combined voting
power of all classes of stock or other equity interests in one of the other corporations or other entities in such chain or otherwise
has the power to direct the management and policies of the entity by contract or by means of appointing a majority of the members
of the board or other body that controls the affairs of the entity; provided, however, that solely for purposes of
determining whether a Participant has a Termination of Service that is a “separation from service” within the meaning
of Section 409A of the Code or whether an Eligible Individual is eligible to be granted an Award that in the hands of such Eligible
Individual would constitute a “nonqualified deferred compensation plan” within the meaning of Section 409A of the Code,
a “Subsidiary” of a corporation or other entity means all other entities with which such corporation or other entity
would be considered a single employer under Sections 414(b) or 414(c) of the Code.


 


“Tax Withholding
Obligation” means any federal, state, local or foreign (non-United States) income, employment or other tax or social
insurance contribution required by applicable law to be withheld in respect of Awards.


 


“Termination
of Service” means the termination of the Participant’s employment or consultancy with, or performance of
services for, Immunomedics and its Subsidiaries. Temporary absences from employment because of illness, vacation or leave of
absence and transfers among Immunomedics and its Subsidiaries shall not be considered Terminations of Service. With respect
to any Award that constitutes a “nonqualified deferred compensation plan” within the meaning of Section 409A of
the Code, “Termination of Service” shall mean a “separation from service” as defined under Section
409A of the Code to the extent required by Section 409A of the Code to avoid the imposition of any tax or interest or the
inclusion of any amount in income pursuant to Section 409A of the Code. A Participant has a separation from service within
the meaning of Section 409A of the Code if the Participant terminates employment with Immunomedics and all Subsidiaries for
any reason. A Participant will generally be treated as having terminated employment with Immunomedics and all Subsidiaries as
of a certain date if the Participant and the entity that employs the Participant reasonably anticipate that the Participant
will perform no further services for Immunomedics or any Subsidiary after such date or that the level of bona fide services
that the Participant will perform after such date (whether as an employee or an independent contractor) will permanently
decrease to no more than 20 percent (20%) of the average level of bona fide services performed (whether as an employee or an
independent contractor) over the immediately preceding 36-month period (or the full period of services if the Participant has
been providing services for fewer than 36 months); provided, however, that the employment relationship is treated
as continuing while the Participant is on military leave, sick leave or other bona fide leave of absence if the period of
leave does not exceed six months or, if longer, so long as the Participant retains the right to reemployment with
Immunomedics or any Subsidiary.


 






    28


     


    

 


“Total and
Permanent Disability” means, with respect to a Participant, except as otherwise provided in the relevant Award Agreement,
that a Participant is (i) unable to engage in any substantial gainful activity by reason of any medically determinable physical
or mental impairment that can be expected to last until the Participant’s death or result in death, or (ii) determined to
be totally disabled by the Social Security Administration or other governmental or quasi-governmental body that administers a comparable
social insurance program outside of the United States in which the Participant participates and which conditions the right to receive
benefits under such program on the Participant being unable to engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment that can be expected to last until the Participant’s death or result in death.
The Administrator shall have sole authority to determine whether a Participant has suffered a Total and Permanent Disability and
may require such medical or other evidence as it deems necessary to judge the nature and permanency of the Participant’s
condition.


 


“Unit”
means a bookkeeping entry used by Immunomedics to record and account for the grant of the following types of Awards until such
time as the Award is paid, cancelled, forfeited or terminated, as the case may be: stock units, Restricted Stock Units, Performance
Units, and Performance Shares that are expressed in terms of units of Common Stock.


 


{end of document}


 








    29