Exhibit 10.2


 


IOVANCE BIOTHERAPEUTICS, INC.





2018 EQUITY INCENTIVE PLAN AS AMENDED


 


1. Purpose.
The Iovance Biotherapeutics, Inc. 2018 Equity Incentive Plan (as amended from time to time, the “Plan”) is intended
to help Iovance Biotherapeutics, Inc., a Delaware corporation (including any successor thereto, the “Company”),
and its Affiliates attract and retain key personnel by providing them the opportunity to acquire an equity interest in the Company
or other incentive compensation measured by reference to the value of Common Stock and to align the interests of key personnel
with those of the Company’s stockholders.


 


2. Effective Date;
Duration. The Plan will become effective, if at all, upon the date (the “Effective Date”) that the Plan
is approved by the stockholders of the Company. The expiration date of the Plan, on and after which date no Awards may be granted,
shall be the tenth anniversary of the Effective Date; provided, however, that such expiration shall not affect Awards then outstanding,
and the terms and conditions of the Plan shall continue to apply to such Awards.


 


3. Definitions.
When used herein, the following capitalized terms shall have the meanings indicated, and their plural forms shall have the pluralized
forms of their meanings indicated:


 


(a) “Affiliate”
means any person or entity that directly or indirectly controls, is controlled by, or is under common control with, the Company.
The term “control” (including, with correlative meaning, the terms “controlled by” and “under common
control with”), as applied to any person or entity, means the possession, directly or indirectly, of the power to direct
or cause the direction of the management and policies of such person or entity, whether through the ownership of voting or other
securities, by contract or otherwise.


 


(b) “Award”
means any Incentive Stock Option, Nonqualified Stock Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit,
or Other Stock-Based Award granted under the Plan.


 


(c) “Award Agreement”
means the agreement (whether in written or electronic form) or other instrument or document evidencing any Award granted under
the Plan.


 


(d) “Beneficial
Ownership” has the meaning set forth in Rule 13d-3 promulgated under Section 13 of the Exchange Act.


 


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


 


(f) “Cause”
in the case of a particular Award, unless the applicable Award Agreement states otherwise, (i) shall have the meaning given such
term (or term of similar import) in any employment, consulting, change-in-control, severance or any other agreement between the
Participant and the Company or any of its Affiliates, or severance plan in which the Participant is eligible to participate, in
either case in effect at the time of the Participant’s termination of employment or service with the Company and its Affiliates,
or (ii) if “cause” (or term of similar import) is not defined in, or in the absence of, any such employment, consulting,
change-in-control, severance or any other agreement between the Participant and the Company or any of its Affiliates, or severance
plan in which the Participant is eligible to participate, means: (A) the Participant’s conviction of, or entry of a plea
of no contest to (x) a felony or (y) a misdemeanor involving moral turpitude, (B) the Participant’s gross negligence or willful
misconduct, or a willful failure to attempt in good faith to substantially perform his or her duties (other than due to physical
illness or incapacity), (C) the Participant’s material breach of a material provision of any employment agreement, consulting
agreement, directorship agreement or similar services agreement or offer letter between the Participant and the Company or any
of its Affiliates, or any non-competition, non-disclosure or non-solicitation agreement with the Company or any of its Affiliates,
(D) the Participant’s material violation of any written policies adopted by the Company or any of its Affiliates governing
the conduct of persons performing services on behalf of the Company or any of its Affiliates, (E) the Participant’s obtaining
any material improper personal benefit as result of breach by the Participant of any covenant or agreement (including a breach
by the Participant of the Company’s code of ethics or a material breach by the Participant of other written policies furnished
to the Participant relating to personal investment transactions) of which the Participant was or should have been aware, (F) the
Participant’s fraud or misappropriation, embezzlement or material misuse of funds or property belonging to the Company or
any of its Affiliates, (G) the Participant’s use of alcohol or drugs that materially interferes with the performance of his
or her duties, or (H) willful or reckless misconduct in respect of the Participant’s obligations to the Company or its Affiliates
or other acts of misconduct by the Participant occurring during the course of the Participant’s employment or service that
in either case results in or could reasonably be expected to result in material damage to the property, business or reputation
of the Company or its Affiliates. Notwithstanding anything to the contrary herein, and except where provided otherwise by an applicable
agreement, if, within six (6) months following a Participant’s termination of employment or service for any reason other
than by the Company for Cause, the Company determines that such Participant’s termination of employment or service could
have been for Cause, such Participant’s termination of employment or service will be deemed to have been for Cause for all
purposes, and such Participant will be required to disgorge to the Company all amounts received under this Plan, any Award Agreement
or otherwise that would not have been payable to such Participant had such termination of employment or service been by the Company
for Cause. The determination of whether Cause exists shall be made by the Committee in its sole discretion.


 






     

     


    

 


(g) “Change
in Control” means, in the case of a particular Award, unless the applicable Award Agreement (or any employment, consulting,
change-in-control, severance or other agreement between the Participant and the Company or any of its Affiliates) states otherwise,
the first to occur of any of the following events:


 


(i) the acquisition
by any Person or related “group” (as such term is used in Section 13(d) and Section 14(d) of the Exchange Act) of Persons,
or Persons acting jointly or in concert, of Beneficial Ownership (including control or direction) of 50% or more (on a fully diluted
basis) of either (A) the then-outstanding shares of Common Stock, including Common Stock issuable upon the exercise of options
or warrants, the conversion of convertible stock or debt, and the exercise of any similar right to acquire such Common Stock (the
 “Outstanding Company Common Stock”), or (B) the combined voting power of the then-outstanding voting securities
of the Company entitled to vote in the election of directors (the “Outstanding Company Voting Securities”),
but excluding any acquisition by the Company or any of its Affiliates or by any employee benefit plan sponsored or maintained by
the Company or any of its Affiliates;


 


(ii) a change
in the composition of the Board such that members of the Board during any consecutive 12-month period (the “Incumbent
Directors”) cease to constitute a majority of the Board. Any person becoming a director through election or nomination
for election approved by a valid vote of at least two thirds of the Incumbent Directors shall be deemed an Incumbent Director;
provided, however, that no individual becoming a director as a result of an actual or threatened election contest, as such terms
are used in Rule 14a-12 of Regulation 14A promulgated under the Exchange Act, or as a result of any other actual or threatened
solicitation of proxies or consents by or on behalf of any person other than the Board, shall be deemed an Incumbent Director;


 


(iii) the approval
by the stockholders of the Company of a plan of complete dissolution or liquidation of the Company; and


 


(iv) the consummation
of a reorganization, recapitalization, merger, amalgamation, consolidation, statutory share exchange or similar form of corporate
transaction involving the Company (a “Business Combination”), or sale, transfer or other disposition of all
or substantially all of the business or assets of the Company to an entity that is not an Affiliate of the Company (a “Sale”),
unless immediately following such Business Combination or Sale: (A) more than 50% of the total voting power of the entity resulting
from such Business Combination or the entity that acquired all or substantially all of the business or assets of the Company in
such Sale (in either case, the “Surviving Company”), or the ultimate parent entity that has Beneficial Ownership
of sufficient voting power to elect a majority of the board of directors (or analogous governing body) of the Surviving Company
(the “Parent Company”), is represented by the Outstanding Company Voting Securities that were outstanding immediately
prior to such Business Combination or Sale (or, if applicable, is represented by shares into which the Outstanding Company Voting
Securities were converted pursuant to such Business Combination or Sale), and such voting power among the holders thereof is in
substantially the same proportion as the voting power of the Outstanding Company Voting Securities among the holders thereof immediately
prior to the Business Combination or Sale, (B) no Person (other than any employee benefit plan sponsored or maintained by the Surviving
Company or the Parent Company) is or becomes the beneficial owner, directly or indirectly, of 50% or more of the total voting power
of the outstanding voting securities eligible to elect members of the board of directors (or the analogous governing body) of the
Parent Company (or, if there is no Parent Company, the Surviving Company), and (C) at least a majority of the members of the board
of directors (or the analogous governing body) of the Parent Company (or, if there is no Parent Company, the Surviving Company)
following the consummation of the Business Combination or Sale were Board members at the time of the Board’s approval of
the execution of the initial agreement providing for such Business Combination or Sale.


 






     

     


    

 


(h) “Code”
means the U.S. Internal Revenue Code of 1986, as amended, and any successor thereto. References to any section of the Code shall
be deemed to include any regulations or other interpretative guidance under such section, and any amendments or successors thereto.


 


(i) “Committee”
means the Compensation Committee of the Board or a subcommittee thereof if required with respect to actions taken to comply with
Rule 16b-3 promulgated under the Exchange Act in respect of Awards or, if no such Compensation Committee or subcommittee thereof
exists, or if the Board otherwise takes action hereunder on behalf of the Committee, the Board.


 


(j) “Common
Stock” means the common stock of the Company, par value $0.000041666 per share (and any stock or other securities into
which such common stock may be converted or into which it may be exchanged).


 


(k) “Disability”
means cause for termination of the Participant’s employment or service due to a determination that the Participant is disabled
in accordance with a long-term disability insurance program maintained by the Company or a determination by the U.S. Social Security
Administration that the Participant is totally disabled.


 


(l) “$”
shall refer to the United States dollars.


 


(m) “Eligible
Director” means a director who satisfies the conditions set forth in Section 4(a) of the Plan.


 


(n) “Eligible
Person” means any (i) individual employed by the Company or a Subsidiary; provided, however, that no such employee covered
by a collective bargaining agreement shall be an Eligible Person, (ii) director or officer of the Company or a Subsidiary, (iii)
consultant or advisor to the Company or an Affiliate who may be offered securities registrable on Form S-8 under the Securities
Act, or (iv) prospective employee, director, officer, consultant or advisor who has accepted an offer of employment or service
from the Company or its Subsidiaries (and would satisfy the provisions of clause (i), (ii) or (iii) above once such individual
begins employment with or providing services to the Company or a Subsidiary).


 


(o) “Exchange
Act” means the U.S. Securities Exchange Act of 1934, as amended, and any successor thereto. References to any section
of (or rule promulgated under) the Exchange Act shall be deemed to include any rules, regulations or other interpretative guidance
under such section or rule, and any amendments or successors thereto.


 


(p) “Exercise
Price” has the meaning set forth in Section 7(b) of the Plan.


 


(q) “Fair Market
Value” means, (i) with respect to Common Stock on a given date, (x) if the Common Stock is listed on a national securities
exchange, the closing sales price of a share of Common Stock reported on such exchange on such date, or if there is no such sale
on that date, then on the last preceding date on which such a sale was reported, or (y) if the Common Stock is not listed on any
national securities exchange, the amount determined by the Committee in good faith to be the fair market value of the Common Stock,
or (ii) with respect to any other property on any given date, the amount determined by the Committee in good faith to be the fair
market value of such other property as of such date.


 


(r) “Incentive
Stock Option” means an Option that is designated by the Committee as an incentive stock option as described in Section
422 of the Code and otherwise meets the requirements set forth in the Plan.


 


(s) “Immediate
Family Members” has the meaning set forth in Section 14(b)(ii) of the Plan.


 






     

     


    

 


(t) “Indemnifiable
Person” has the meaning set forth in Section 4(e) of the Plan.


 


(u) “NASDAQ”
means The NASDAQ Stock Market.


 


(v) “Nonqualified
Stock Option” means an Option that is not designated by the Committee as an Incentive Stock Option.


 


(w) “Option”
means an Award granted under Section 7 of the Plan.


 


(x) “Option
Period” has the meaning set forth in Section 7(c) of the Plan.


 


(y) “Other Stock-Based
Award” means an Award granted under Section 10 of the Plan.


 


(z) “Participant”
has the meaning set forth in Section 6 of the Plan.


 


(aa) “Permitted
Transferee” has the meaning set forth in Section 14(b)(ii) of the Plan.


 


(bb) “Person”
has the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except
that such term shall not include (i) the Company or any of its Subsidiaries, (ii) a trustee or other fiduciary holding securities
under an employee benefit plan of the Company or any of its Affiliates, (iii) an underwriter temporarily holding securities pursuant
to an offering of such securities, or (iv) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially
the same proportions as their ownership of Common Stock of the Company.


 


(cc) “Released
Unit” has the meaning set forth in Section 9(d)(ii) of the Plan.


 


(dd) “Restricted
Period” has the meaning set forth in Section 9(a) of the Plan.


 


(ee) “Restricted
Stock” means an Award of Common Stock, subject to certain specified restrictions, granted under Section 9 of the Plan.


 


(ff) “Restricted
Stock Unit” means an Award of an unfunded and unsecured promise to deliver shares of Common Stock, cash, other securities
or other property, subject to certain specified restrictions, granted under Section 9 of the Plan.


 


(gg) “SAR Period”
has the meaning set forth in Section 8(c) of the Plan.


 


(hh) “Securities
Act” means the U.S. Securities Act of 1933, as amended, and any successor thereto. Reference in the Plan to any section
of (or rule promulgated under) the Securities Act shall be deemed to include any rules, regulations or other interpretative guidance
under such section or rule, and any amendments or successor provisions to such section, rules, regulations or other interpretive
guidance.


 


(ii) “Strike
Price” has the meaning set forth in Section 8(b) of the Plan.


 


(jj) “Stock
Appreciation Right” or “SAR” means an Award granted under Section 8 of the Plan.


 


(kk) “Subsidiary”
means any corporation or other entity a majority of whose outstanding voting stock or voting power is beneficially owned directly
or indirectly by the Company.


 


(ll) “Substitute
Awards” has the meaning set forth in Section 5(e) of the Plan.


 






     

     


    

 


4. Administration.


 


(a) The Plan shall be
administered by the Committee or, in the Board's sole discretion, by the Board. Subject to the terms of the Plan, the Committee
(or the Board) shall have the sole and plenary authority to (i) designate Participants, (ii) determine the type, size, and terms
and conditions of Awards to be granted and to grant such Awards, (iii) determine the method by which an Award may be settled, exercised,
canceled, forfeited, suspended, or repurchased by the Company, (iv) determine the circumstances under which the delivery of cash,
property or other amounts payable with respect to an Award may be deferred, either automatically or at the Participant’s
or Committee’s election, (v) interpret, administer, reconcile any inconsistency in, correct any defect in and supply any
omission in the Plan and any Award granted under the Plan, (vi) establish, amend, suspend, or waive any rules and regulations and
appoint such agents as the Committee shall deem appropriate for the proper administration of the Plan, (vii) accelerate the vesting,
delivery or exercisability of, or payment for or lapse of restrictions on, or waive any condition in respect of, Awards, and (viii)
make any other determination and take any other action that the Committee deems necessary or desirable for the administration of
the Plan or to comply with any applicable law. To the extent required to comply with the provisions of Rule 16b-3 promulgated under
the Exchange Act (if applicable and if the Board is not acting as the Committee under the Plan), or any exception or exemption
under applicable securities laws or the applicable NASDAQ rules or the rules of any other securities exchange or inter-dealer quotation
service on which the Common Stock is listed or quoted, as applicable, it is intended that each member of the Committee shall, at
the time such member takes any action with respect to an Award under the Plan, be (1) a “non- employee director” within
the meaning of Rule 16b-3 promulgated under the Exchange Act or (2) an “independent director” under NASDAQ rules or
the rules of any other securities exchange or inter-dealer quotation service on which the Common Stock is listed or quoted, or
a person meeting any similar requirement under any successor rule or regulation (“Eligible Director”). However,
the fact that a Committee member shall fail to qualify as an Eligible Director shall not invalidate any Award granted or action
taken by the Committee that is otherwise validly granted or taken under the Plan.


 


(b) The Committee may
delegate all or any portion of its responsibilities and powers to any persons selected by it, except for grants of Awards to persons
who are non- employee members of the Board or are otherwise subject to Section 16 of the Exchange Act. Any such delegation may
be revoked by the Committee at any time.


 


(c) As further set forth
in Section 14(f) of the Plan, the Committee shall have the authority to amend the Plan and Awards to the extent necessary to permit
participation in the Plan by Eligible Persons who are located outside of the United States on terms and conditions comparable to
those afforded to Eligible Persons located within the United States; provided, however, that no such action shall be taken without
stockholder approval if such approval is required by applicable securities laws or regulation or NASDAQ rules or the rules of any
other securities exchange or inter-dealer quotation service on which the Common Stock is listed or quoted.


 


(d) Unless otherwise
expressly provided in the Plan, all designations, determinations, interpretations, and other decisions regarding the Plan or any
Award or any documents evidencing Awards granted pursuant to the Plan shall be within the sole discretion of the Committee, may
be made at any time and shall be final, conclusive and binding upon all persons and entities, including, without limitation, the
Company, any Affiliate, any Participant, any holder or beneficiary of any Award, and any stockholder of the Company.


 


(e) No member of the
Board or the Committee, nor any employee or agent of the Company (each such person, an “Indemnifiable Person”),
shall be liable for any action taken or omitted to be taken or any determination made with respect to the Plan or any Award hereunder
(unless constituting fraud or a willful criminal act or willful criminal omission). Each Indemnifiable Person shall be indemnified
and held harmless by the Company against and from any loss, cost, liability, or expense (including attorneys’ fees) that
may be imposed upon or incurred by such Indemnifiable Person in connection with or resulting from any action, suit or proceeding
to which such Indemnifiable Person may be involved as a party, witness or otherwise by reason of any action taken or omitted to
be taken or determination made under the Plan or any Award Agreement and against and from any and all amounts paid by such Indemnifiable
Person with the Company’s approval (not to be unreasonably withheld), in settlement thereof, or paid by such Indemnifiable
Person in satisfaction of any judgment in any such action, suit or proceeding against such Indemnifiable Person, and the Company
shall advance to such Indemnifiable Person any such expenses promptly upon written request (which request shall include an undertaking
by the Indemnifiable Person to repay the amount of such advance if it shall ultimately be determined as provided below that the
Indemnifiable Person is not entitled to be indemnified); provided, that the Company shall have the right, at its own expense, to
assume and defend any such action, suit or proceeding, and once the Company gives notice of its intent to assume the defense, the
Company shall have sole control over such defense with counsel of recognized standing of the Company’s choice. The foregoing
right of indemnification shall not be available to an Indemnifiable Person to the extent that a final judgment or other final adjudication
(in either case not subject to further appeal) binding upon such Indemnifiable Person determines that the acts or omissions or
determinations of such Indemnifiable Person giving rise to the indemnification claim resulted from such Indemnifiable Person’s
fraud or willful criminal act or willful criminal omission or that such right of indemnification is otherwise prohibited by law
or by the Company’s certificate of incorporation or by-laws. The foregoing right of indemnification shall not be exclusive
of or otherwise supersede any other rights of indemnification to which such Indemnifiable Persons may be entitled under the Company’s
certificate of incorporation or by-laws, as a matter of law, individual indemnification agreement or contract or otherwise, or
any other power that the Company may have to indemnify such Indemnifiable Persons or hold them harmless.


 






     

     


    

 


(f) The Board may at
any time and from time to time grant Awards and administer the Plan with respect to such Awards. In any such case, the Board shall
have all the authority granted to the Committee under the Plan.


 


5. Grant of Awards;
Shares Subject to the Plan; Limitations.


 


(a) Awards. The
Committee may grant Awards to one or more Eligible Persons.


 


(b) Share Limits.
Subject to Section 11 of the Plan and subsection (e): (i) no more than 14,000,000 shares of Common Stock may be reserved
for issuance and delivered in the aggregate pursuant to Awards granted under the Plan (the “Share Pool”); (ii)
no more than 14,000,000 shares of Common Stock may be delivered pursuant to the exercise of Incentive Stock Options granted
under the Plan; and (iii) the maximum number of Awards that may be granted collectively in any single fiscal year to the non- employee
members of the Board for serving on the Board, shall be an amount equal to the product of 50,000 times the number of non- employee
members on the Board; provided, that the foregoing limitation shall not apply in respect of any Awards issued to a non- employee
director in respect of (i) any one-time equity grant upon a non- employee director’s initial appointment or election to the
Board, or (ii) equity grants for services provided to the Company other than services as a member of the Board. The total amount
of Awards granted annually to the non- employee members of the Board may allocated amongst the non- employee members of the Board
in a manner determined by the Board.


 


(c) Share Counting.
The Share Pool shall be reduced, on the date of grant, by the relevant number of shares of Common Stock for each Award granted
under the Plan that is valued by reference to a share of Common Stock; provided that Awards that are valued by reference to shares
of Common Stock but are required to be paid in cash pursuant to their terms shall not reduce the Share Pool. If and to the extent
that Awards originating from the Share Pool terminate, expire, or are canceled, forfeited, exchanged, or surrendered without having
been exercised, vested, or settled, the shares of Common Stock subject to such Awards shall again be available for Awards under
the Share Pool. Notwithstanding the foregoing, the following shares of Common Stock shall not become available for issuance under
the Plan: (i) shares of Common Stock tendered by Participants, or withheld by the Company, as full or partial payment to the Company
upon the exercise of Stock Options granted under the Plan; (ii) shares of Common Stock reserved for issuance upon the grant of
Stock Appreciation Rights, to the extent that the number of reserved shares of Common Stock exceeds the number of shares of Common
Stock actually issued upon the exercise of the Stock Appreciation Rights; and (iii) shares of Common Stock withheld by, or otherwise
remitted to, the Company to satisfy a Participant’s tax withholding obligations upon the lapse of restrictions on, settlement
of, or exercise of Awards granted under the Plan.


 


(d) Source of Shares.
Shares of Common Stock delivered by the Company in settlement of Awards may be authorized and unissued shares, shares held in the
treasury of the Company, shares purchased on the open market or by private purchase, or a combination of the foregoing.


 


(e) Substitute Awards.
The Committee may grant Awards in assumption of, or in substitution for, outstanding awards previously granted by the Company or
any Affiliate or an entity directly or indirectly acquired by the Company or with which the Company combines (“Substitute
Awards”), and such Substitute Awards shall not be counted against the aggregate number of shares of Common Stock available
for Awards; provided, that Substitute Awards issued or intended as “incentive stock options” within the meaning of
Section 422 of the Code shall be counted against the aggregate number of Incentive Stock Options available under the Plan.


 






     

     


    

 


6. Eligibility.
Participation shall be limited to Eligible Persons who have been selected by the Committee and who have entered into an Award Agreement
with respect to an Award granted to them under the Plan (each such Eligible Person, a “Participant”).


 


7. Options.


 


(a) Generally.
Each Option shall be subject to the conditions set forth in the Plan and in the applicable Award Agreement. All Options granted
under the Plan shall be Nonqualified Stock Options unless the Award Agreement expressly states otherwise. Incentive Stock Options
shall be granted only subject to and in compliance with Section 422 of the Code, and only to Eligible Persons who are employees
of the Company or of a parent or subsidiary of the Company (within the meaning of Sections 424(e) and 424(f) of the Code). If for
any reason an Option intended to be an Incentive Stock Option (or any portion thereof) shall not qualify as an Incentive Stock
Option, then, to the extent of such nonqualification, such Option or portion thereof shall be regarded as a Nonqualified Stock
Option properly granted under the Plan.


 


(b) Exercise Price.
The exercise price (“Exercise Price”) per share of Common Stock for each Option (that is not a Substitute Award)
shall not be less than 100% of the Fair Market Value of such share, determined as of the date of grant. Any modification to the
Exercise Price of an outstanding Option shall be subject to the prohibition on repricing set forth in Section 13(b).


 


(c) Vesting, Exercise
and Expiration. The Committee shall determine the manner and timing of vesting, exercise and expiration of Options. The period
between the date of grant and the scheduled expiration date of the Option (“Option Period”) shall not exceed
ten years, unless the Option Period (other than in the case of an Incentive Stock Option) would expire at a time when trading in
the shares of Common Stock is prohibited by the Company’s insider-trading policy or a Company-imposed “blackout period,”
in which case the Option Period shall be extended automatically until the 30th day following the expiration of such prohibition
(so long as such extension shall not violate Section 409A of the Code). The Committee may accelerate the vesting and/or exercisability
of any Option, which acceleration shall not affect any other terms and conditions of such Option.


 


(d) Method of Exercise
and Form of Payment. No shares of Common Stock shall be delivered pursuant to any exercise of an Option until the Participant
has paid the Exercise Price to the Company in full, and an amount equal to any U.S. federal, state and local income and employment
taxes and non-U.S. income and employment taxes, social contributions and any other tax-related items required to be withheld. Options
may be exercised by delivery of written or electronic notice of exercise to the Company or its designee (including a third-party
administrator) in accordance with the terms of the Option and the Award Agreement accompanied by payment of the Exercise Price
and such applicable taxes. The Exercise Price and delivery of all applicable required withholding taxes shall be payable (i) in
cash, by check or cash equivalent, or (ii) by such other method as elected by the Participant and that the Committee may permit,
in its sole discretion, including without limitation: (A) shares of Common Stock valued at the Fair Market Value at the time the
Option is exercised (including, pursuant to procedures approved by the Committee, by means of attestation of ownership of a sufficient
number of shares of Common Stock in lieu of actual delivery of such shares to the Company) or any combination of the foregoing;
provided, that such shares of Common Stock are not subject to any pledge or other security interest; (B) in the form of other property
having a Fair Market Value on the date of exercise equal to the Exercise Price and all applicable required withholding taxes; (C)
if there is a public market for the shares of Common Stock at such time, by means of a broker-assisted “cashless exercise”
pursuant to which the Company or its designee (including third-party administrators) is delivered a copy of irrevocable instructions
to a stockbroker to sell the shares of Common Stock otherwise deliverable upon the exercise of the Option and to deliver promptly
to the Company an amount equal to the Exercise Price and all applicable required withholding taxes against delivery of the shares
of Common Stock to settle the applicable trade; or (D) by means of a “net exercise” procedure effected by withholding
the minimum number of shares of Common Stock otherwise deliverable in respect of an Option that are needed to pay for the Exercise
Price and up to the maximum required withholding taxes. In all events of cashless or net exercise, any fractional shares of Common
Stock shall be settled in cash.


 


(e) Notification upon
Disqualifying Disposition of an Incentive Stock Option. Each Participant awarded an Incentive Stock Option under the Plan shall
notify the Company in writing immediately after the date on which the Participant makes a disqualifying disposition of any Common
Stock acquired pursuant to the exercise of such Incentive Stock Option. A disqualifying disposition is any disposition (including,
without limitation, any sale) of such Common Stock before the later of (i) two years after the date of grant of the Incentive Stock
Option and (ii) one year after the date of exercise of the Incentive Stock Option. The Company may, if determined by the Committee
and in accordance with procedures established by the Committee, retain possession, as agent for the applicable Participant, of
any Common Stock acquired pursuant to the exercise of an Incentive Stock Option until the end of the period described in the preceding
sentence, subject to complying with any instruction from such Participant as to the sale of such Common Stock.


 






     

     


    

 


(f) Compliance with
Laws. Notwithstanding the foregoing, in no event shall the Participant be permitted to exercise an Option in a manner that
the Committee determines would violate the Sarbanes-Oxley Act of 2002, or any other applicable law or the applicable rules and
regulations of the Securities and Exchange Commission or the applicable rules and regulations of any securities exchange or inter-dealer
quotation service on which the Common Stock of the Company is listed or quoted.


 


(g) Incentive Stock
Option Grants to 10% Stockholders. Notwithstanding anything to the contrary in this Section 7, if an Incentive Stock Option
is granted to a Participant who owns stock representing more than ten percent of the voting power of all classes of stock of the
Company or of a parent or subsidiary of the Company (within the meaning of Sections 424(e) and 424(f) of the Code), the Option
Period shall not exceed five years from the date of grant of such Option and the Exercise Price shall be at least 110% of the Fair
Market Value (on the date of grant) of the shares subject to the Option.


 


(h) $100,000 Per Year
Limitation for Incentive Stock Options. To the extent that the aggregate Fair Market Value (determined as of the date of grant)
of shares of Common Stock for which Incentive Stock Options are exercisable for the first time by any Participant during any calendar
year (under all plans of the Company) exceeds $100,000, such excess Incentive Stock Options shall be treated as Nonqualified Stock
Options.


 


8. Stock Appreciation
Rights (SARs).


 


(a) Generally.
Each SAR shall be subject to the conditions set forth in the Plan and the Award Agreement. Any Option granted under the Plan may
include a tandem SAR. The Committee also may award SARs independent of any Option.


 


(b) Strike Price.
The strike price (“Strike Price”) per share of Common Stock for each SAR shall not be less than 100% of the
Fair Market Value of such share, determined as of the date of grant; provided, however, that a SAR granted in tandem with (or in
substitution for) an Option previously granted shall have a Strike Price equal to the Exercise Price of the corresponding Option.
Any modification to the Strike Price of an outstanding SAR shall be subject to the prohibition on repricing set forth in Section
13(b).


 


(c) Vesting and Expiration.
A SAR granted in tandem with an Option shall vest and become exercisable and shall expire according to the same vesting schedule
and expiration provisions as the corresponding Option. A SAR granted independently of an Option shall vest and become exercisable
and shall expire in such manner and on such date or dates determined by the Committee and shall expire after such period, not to
exceed ten years, as may be determined by the Committee (the “SAR Period”); provided, however, that notwithstanding
any vesting or exercisability dates set by the Committee, the Committee may accelerate the vesting and/or exercisability of any
SAR, which acceleration shall not affect the terms and conditions of such SAR other than with respect to vesting and/or exercisability.
If the SAR Period would expire at a time when trading in the shares of Common Stock is prohibited by the Company’s insider
trading policy or a Company-imposed “blackout period,” the SAR Period shall be automatically extended until the 30th
day following the expiration of such prohibition (so long as such extension shall not violate Section 409A of the Code).


 


(d) Method of Exercise.
SARs may be exercised by delivery of written or electronic notice of exercise to the Company or its designee (including a third-party
administrator) in accordance with the terms of the Award, specifying the number of SARs to be exercised and the date on which such
SARs were awarded.


 






     

     


    

 


(e) Payment. Upon
the exercise of a SAR, the Company shall pay to the holder thereof an amount equal to the number of shares subject to the SAR that
are being exercised multiplied by the excess, if any, of the Fair Market Value of one share of Common Stock on the exercise date
over the Strike Price, less an amount equal to any U.S. federal, state and local income and employment taxes and non-U.S. income
and employment taxes, social contributions and any other tax-related items required to be withheld. The Company shall pay such
amount in cash, in shares of Common Stock valued at Fair Market Value as determined on the date of exercise, or any combination
thereof, as determined by the Committee. Any fractional shares of Common Stock shall be settled in cash.


 


9. Restricted Stock
and Restricted Stock Units.


 


(a) Generally.
Each Restricted Stock and Restricted Stock Unit Award shall be subject to the conditions set forth in the Plan and the applicable
Award Agreement. The Committee shall establish restrictions applicable to Restricted Stock and Restricted Stock Units, including
the period over which the restrictions shall apply (the “Restricted Period”), and the time or times at which
Restricted Stock or Restricted Stock Units shall become vested (which, for the avoidance of doubt, may include service- and/or
performance-based vesting conditions). Subject to such rules, approvals, and conditions as the Committee may impose from time to
time, an Eligible Person who is a non- employee director may elect to receive all or a portion of such Eligible Person’s
cash director fees and other cash director compensation payable for director services provided to the Company by such Eligible
Person in any fiscal year, in whole or in part, in the form of Restricted Stock Units. The Committee may accelerate the vesting
and/or the lapse of any or all of the restrictions on Restricted Stock and Restricted Stock Units which acceleration shall not
affect any other terms and conditions of such Awards. No share of Common Stock shall be issued at the time an Award of Restricted
Stock Units is made, and the Company will not be required to set aside a fund for the payment of any such Award.


 


(b) Stock Certificates;
Escrow or Similar Arrangement. Upon the grant of Restricted Stock, the Committee shall cause share(s) of Common Stock to be
registered in the name of the Participant and held in book-entry form subject to the Company’s directions. The Committee
may also cause a stock certificate registered in the name of the Participant to be issued. In such event, the Committee may provide
that such certificates shall be held by the Company or in escrow rather than delivered to the Participant pending vesting and release
of restrictions, in which case the Committee may require the Participant to execute and deliver to the Company or its designee
(including third-party administrators) (i) an escrow agreement satisfactory to the Committee, if applicable, and (ii) the appropriate
stock power (endorsed in blank) with respect to the Restricted Stock. If the Participant shall fail to execute and deliver the
escrow agreement and blank stock power within the amount of time specified by the Committee, the Award shall be null and void.
Subject to the restrictions set forth in this Section 9 and the Award Agreement, the Participant shall have the rights and privileges
of a stockholder as to such Restricted Stock, including without limitation the right to vote such Restricted Stock.


 


(c) Restrictions;
Forfeiture. Restricted Stock and Restricted Stock Units awarded to the Participant shall be subject to forfeiture until the
expiration of the Restricted Period and the attainment of any other vesting criteria established by the Committee, and shall be
subject to the restrictions on transferability set forth in the Award Agreement. In the event of any forfeiture, all rights of
the Participant to such Restricted Stock (or as a stockholder with respect thereto), and to such Restricted Stock Units, as applicable,
including to any dividends and/or dividend equivalents that may have been accumulated and withheld during the Restricted Period
in respect thereof, shall terminate without further action or obligation on the part of the Company. The Committee shall have the
authority to remove any or all of the restrictions on the Restricted Stock and Restricted Stock Units whenever it may determine
that, by reason of changes in applicable laws or other changes in circumstances arising after the date of grant of the Restricted
Stock Award or Restricted Stock Unit Award, such action is appropriate.


 


(d) Delivery of Restricted
Stock and Settlement of Restricted Stock Units.


 


(i) Upon the
expiration of the Restricted Period with respect to any shares of Restricted Stock and the attainment of any other vesting criteria,
the restrictions set forth in the applicable Award Agreement shall be of no further force or effect, except as set forth in the
Award Agreement. If an escrow arrangement is used, upon such expiration the Company shall deliver to the Participant or such Participant’s
beneficiary (via book-entry notation or, if applicable, in stock certificate form) the shares of Restricted Stock with respect
to which the Restricted Period has expired (rounded down to the nearest full share). Dividends, if any, that may have been withheld
by the Committee and attributable to the Restricted Stock shall be distributed to the Participant in cash or in shares of Common
Stock having a Fair Market Value (on the date of distribution) (or a combination of cash and shares of Common Stock) equal to the
amount of such dividends, upon the release of restrictions on the Restricted Stock.


 






     

     


    

 


(ii) Unless
otherwise provided by the Committee in an Award Agreement, upon the expiration of the Restricted Period and the attainment of any
other vesting criteria established by the Committee, with respect to any outstanding Restricted Stock Units, the Company shall
deliver to the Participant, or such Participant’s beneficiary (via book-entry notation or, if applicable, in stock certificate
form), one share of Common Stock (or other securities or other property, as applicable) for each such outstanding Restricted Stock
Unit that has not then been forfeited and with respect to which the Restricted Period has expired and any other such vesting criteria
are attained (“Released Unit”); provided, however, that the Committee may elect to (A) pay cash or part cash
and part Common Stock in lieu of delivering only shares of Common Stock in respect of such Released Units or (B) establish a program
for deferred delivery of Common Stock (or cash or part Common Stock and part cash, as the case may be) beyond the expiration of
the Restricted Period in compliance with Section 409A of the Code. If a cash payment is made in lieu of delivering shares of Common
Stock, the amount of such payment shall be equal to the Fair Market Value of the Common Stock as of the date on which the shares
of Common Stock would have otherwise been delivered to the Participant in respect of such Restricted Stock Units.


 


(iii) To the
extent provided in an Award Agreement, the holder of outstanding Restricted Stock Units shall be entitled to be credited with dividend
equivalent payments (upon the payment by the Company of dividends on shares of Common Stock) either in cash or, if determined by
the Committee, in shares of Common Stock having a Fair Market Value equal to the amount of such dividends as of the date of payment
(or a combination of cash and shares of Common Stock) (and interest may, if determined by the Committee, be credited on the amount
of cash dividend equivalents at a rate and subject to such terms as determined by the Committee), which accumulated dividend equivalents
(and interest thereon, if applicable) shall be payable at the same time as the underlying Restricted Stock Units are settled (in
the case of Restricted Stock Units, following the release of restrictions on such Restricted Stock Units), and if such Restricted
Stock Units are forfeited, the holder thereof shall have no right to such dividend equivalent payments.


 


(e) Legends on Restricted
Stock. Each certificate representing Restricted Stock awarded under the Plan, if any, shall bear a legend substantially in
the form of the following in addition to any other information the Company deems appropriate until the lapse of all restrictions
with respect to such Common Stock:


 


TRANSFER OF THIS CERTIFICATE AND THE SHARES
REPRESENTED HEREBY IS RESTRICTED PURSUANT TO THE TERMS OF THE IOVANCE BIOTHERAPEUTICS, INC. 2018 EQUITY INCENTIVE PLAN AND A RESTRICTED
STOCK AWARD AGREEMENT, DATED AS OF, BETWEEN IOVANCE BIOTHERAPEUTICS, INC. AND. A COPY OF SUCH PLAN AND AWARD AGREEMENT IS ON FILE
AT THE PRINCIPAL EXECUTIVE OFFICES OF IOVANCE BIOTHERAPEUTICS, INC.


 


10. Other Stock-Based
Awards. The Committee may issue unrestricted Common Stock, rights to receive future grants of Awards, or other Awards denominated
in Common Stock (including performance shares or performance units), or Awards that provide for cash payments based in whole or
in part on the value or future value of shares of Common Stock under the Plan to Eligible Persons, alone or in tandem with other
Awards, in such amounts as the Committee shall from time to time determine (“Other Stock-Based Awards”). Each
Other Stock-Based Award shall be evidenced by an Award Agreement, which may include conditions including, without limitation, the
payment by the Participant of the Fair Market Value of such shares of Common Stock on the date of grant.


 






     

     


    

 


11. Changes in Capital
Structure and Similar Events. In the event of (a) any dividend (other than regular cash dividends) or other distribution (whether
in the form of cash, shares of Common Stock, other securities or other property), recapitalization, stock split, reverse stock
split, reorganization, merger, amalgamation, consolidation, split-up, split-off, spin-off, combination, repurchase or exchange
of shares of Common Stock or other securities of the Company, issuance of warrants or other rights to acquire shares of Common
Stock or other securities of the Company, or other similar corporate transaction or event (including, without limitation, a Change
in Control) that affects the shares of Common Stock, or (b) unusual or nonrecurring events (including, without limitation, a Change
in Control) affecting the Company, any Affiliate, or the financial statements of the Company or any Affiliate, or changes in applicable
rules, rulings, regulations or other requirements of any governmental body or securities exchange or inter-dealer quotation service,
accounting principles or law, such that in any case an adjustment is determined by the Committee to be necessary or appropriate,
then the Committee shall make any such adjustments in such manner as it may deem equitable, including without limitation any or
all of the following:


 


(i) adjusting
any or all of (A) the number of shares of Common Stock or other securities of the Company (or number and kind of other securities
or other property) that may be delivered in respect of Awards or with respect to which Awards may be granted under the Plan (including,
without limitation, adjusting any or all of the limitations under Section 5 of the Plan) and (B) the terms of any outstanding Award,
including, without limitation, (1) the number of shares of Common Stock or other securities of the Company (or number and kind
of other securities or other property) subject to outstanding Awards or to which outstanding Awards relate, (2) the Exercise Price
or Strike Price with respect to any Award and/or (3) any applicable performance measures;


 


(ii) providing
for a substitution or assumption of Awards (or awards of an acquiring company), accelerating the delivery, vesting and/or exercisability
of, lapse of restrictions and/or other conditions on, or termination of, Awards or providing for a period of time (which shall
not be required to be more than ten (10) days) for Participants to exercise outstanding Awards prior to the occurrence of such
event (and any such Award not so exercised shall terminate or become no longer exercisable upon the occurrence of such event);
and


 


(iii) cancelling
any one or more outstanding Awards (or awards of an acquiring company) and causing to be paid to the holders thereof, in cash,
shares of Common Stock, other securities or other property, or any combination thereof, the value of such Awards, if any, as determined
by the Committee (which if applicable may be based upon the price per share of Common Stock received or to be received by other
stockholders of the Company in such event), including without limitation, in the case of an outstanding Option or SAR, a cash payment
in an amount equal to the excess, if any, of the Fair Market Value (as of a date specified by the Committee) of the shares of Common
Stock subject to such Option or SAR over the aggregate Exercise Price or Strike Price of such Option or SAR, respectively (it being
understood that, in such event, any Option or SAR having a per-share Exercise Price or Strike Price equal to, or in excess of,
the Fair Market Value (as of the date specified by the Committee) of a share of Common Stock subject thereto may be canceled and
terminated without any payment or consideration therefor);


 


provided, however, that the Committee shall
make an equitable or proportionate adjustment to outstanding Awards to reflect any “equity restructuring” (within the
meaning of the Financial Accounting Standards Codification Topic 718 (or any successor pronouncement thereto)). Except as otherwise
determined by the Committee, any adjustment in Incentive Stock Options under this Section 11 (other than any cancellation of Incentive
Stock Options) shall be made only to the extent not constituting a “modification” within the meaning of Section 424(h)(3)
of the Code, and any adjustments under this Section 11 shall be made in a manner that does not adversely affect the exemption provided
pursuant to Rule16b-3 promulgated under the Exchange Act. The Company shall give each Participant notice of an adjustment hereunder
and, upon notice, such adjustment shall be conclusive and binding for all purposes. In anticipation of the occurrence of any event
listed in the first sentence of this Section 11, for reasons of administrative convenience, the Committee in its sole discretion
may refuse to permit the exercise of any Award during a period of up to 30 days prior to, and/or up to 30 days after, the anticipated
occurrence of any such event.


 


12. Effect of Change
in Control. Except to the extent otherwise provided in an Award Agreement, or any applicable employment, consulting, change-in-control,
severance or other agreement between the Participant and the Company or an Affiliate, in the event of a Change in Control, notwithstanding
any provision of the Plan to the contrary:


 


(a) If the Participant’s
employment with or service to the Company or an Affiliate is terminated by the Company or Affiliate without Cause (and other than
due to death or Disability) on or within 12 months following a Change in Control, all Options and SARs held by such Participant
shall automatically become immediately exercisable with respect to 100% of the shares subject to such Options and SARs, and that
the Restricted Period (and any other conditions) shall expire immediately with respect to 100% of the shares of Restricted Stock
and Restricted Stock Units and any other Awards held by such Participant (including a waiver of any applicable performance goals);
provided, that if the vesting or exercisability of any Award would otherwise be subject to the achievement of performance conditions,
the portion of such Award that shall become fully vested and immediately exercisable shall be based on the assumed achievement
of actual or target performance as determined by the Committee and, unless otherwise determined by the Committee, prorated for
the number of days elapsed from the grant date of such Award through the date of termination.


 






     

     


    

 


(b) In addition, the
Committee may upon at least ten (10) days’ advance notice to the affected Participants, cancel any outstanding Award and
pay to the holders thereof, in cash, securities or other property (including of the acquiring or successor company), or any combination
thereof, the value of such Awards based upon the price per share of Common Stock received or to be received by other stockholders
of the Company in the event (it being understood that any Option or SAR having a per-share Exercise Price or Strike Price equal
to, or in excess of, the Fair Market Value (as of the date specified by the Committee) of a share of Common Stock subject thereto
may be canceled and terminated without any payment or consideration therefor). Notwithstanding the above, the Committee shall exercise
such discretion over the timing of settlement of any Award subject to Code Section 409A at the time such Award is granted.


 


To the extent practicable,
the provisions of this Section 12 shall occur in a manner and at a time that allows affected Participants the ability to participate
in the Change in Control transaction with respect to the Common Stock subject to their Awards.


 


13. Amendments and
Termination.


 


(a) Amendment and
Termination of the Plan. The Board may amend, alter, suspend, discontinue, or terminate the Plan or any portion thereof at
any time; provided, that no such amendment, alteration, suspension, discontinuation or termination shall be made without stockholder
approval if such approval is necessary to comply with any tax or regulatory requirement applicable to the Plan (including, without
limitation, as necessary to comply with any applicable rules or requirements of NASDAQ or of any other securities exchange or inter-dealer
quotation service on which the shares of Common Stock is listed or quoted, for changes in GAAP to new accounting standards); and
provided, further, that any such amendment, alteration, suspension, discontinuance or termination that would materially and adversely
affect the rights of any Participant or any holder or beneficiary of any Award theretofore granted shall not to that extent be
effective without the consent of the affected Participant, holder or beneficiary, unless the Committee determines that such amendment,
alteration, suspension, discontinuance or termination is either required or advisable in order for the Company, the Plan or the
Award to satisfy any applicable law or regulation. Notwithstanding the foregoing, no amendment shall be made to the last proviso
of Section 13(b) without stockholder approval.


 


(b) Amendment of Award
Agreements. The Committee may, to the extent not inconsistent with the terms of any applicable Award Agreement or the Plan,
waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, any Award theretofore
granted or the associated Award Agreement, prospectively or retroactively (including after the Participant’s termination
of employment or service with the Company); provided, that any such waiver, amendment, alteration, suspension, discontinuance,
cancellation or termination that would materially and adversely affect the rights of any Participant with respect to any Award
theretofore granted shall not to that extent be effective without the consent of the affected Participant unless the Committee
determines that such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination is either required
or advisable in order for the Company, the Plan or the Award to satisfy any applicable law or regulation; and provided, further,
that except as otherwise permitted under Section 11 of the Plan, if (i) the Committee reduces the Exercise Price of any Option
or the Strike Price of any SAR, (ii) the Committee cancels any outstanding Option or SAR and replaces it with a new Option or SAR
(with a lower Exercise Price or Strike Price, as the case may be) or other Award or cash in a manner that would either (A) be reportable
on the Company’s proxy statement or Form 10-K (if applicable) as Options that have been “repriced” (as such term
is used in Item 402 of Regulation S-K promulgated under the Exchange Act), or (B) result in any “repricing” for financial
statement reporting purposes (or otherwise cause the Award to fail to qualify for equity accounting treatment), (iii) the Committee
takes any other action that is considered a “repricing” for purposes of the stockholder approval rules of the applicable
securities exchange or inter-dealer quotation service on which the Common Stock is listed or quoted, or (iv) the Committee cancels
any outstanding Option or SAR that has a per-share Exercise Price or Strike Price (as applicable) at or above the Fair Market Value
of a share of Common Stock on the date of cancellation, and pays any consideration to the holder thereof, whether in cash, securities,
or other property, or any combination thereof, then, in the case of the immediately preceding clauses (i) through (iv), any such
action shall not be effective without stockholder approval.


 






     

     


    

 


14. General.


 


(a) Award Agreements;
Other Agreements. Each Award under the Plan shall be evidenced by an Award Agreement, which shall be delivered to the Participant
and shall specify the terms and conditions of the Award and any rules applicable thereto. In the event of any conflict between
the terms of the Plan and any Award Agreement or employment, change-in-control, severance or other agreement in effect with the
Participant, the term of the Plan shall control.


 


(b) Nontransferability.


 


(i) Each Award
shall be exercisable only by the Participant during the Participant’s lifetime, or, if permissible under applicable law,
by the Participant’s legal guardian or representative. No Award may be assigned, alienated, pledged, attached, sold or otherwise
transferred or encumbered by the Participant other than by will or by the laws of descent and distribution, and any such purported
assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or
an Affiliate; provided, that the designation of a beneficiary shall not constitute an assignment, alienation, pledge, attachment,
sale, transfer or encumbrance.


 


(ii) Notwithstanding
the foregoing, the Committee may permit Awards (other than Incentive Stock Options) to be transferred by the Participant, without
consideration, subject to such rules as the Committee may adopt, to (A) any person who is a “family member” of the
Participant, as such term is used in the instructions to Form S-8 under the Securities Act or any successor form of registration
statements promulgated by the Securities and Exchange Commission (collectively, the “Immediate Family Members”);
(B) a trust solely for the benefit of the Participant or the Participant’s Immediate Family Members; (C) a partnership or
limited liability company whose only partners or stockholders are the Participant and the Participant’s Immediate Family
Members; or (D) any other transferee as may be approved either (1) by the Board or the Committee, or (2) as provided in the applicable
Award Agreement; (each transferee described in clause (A), (B), (C) or (D) above is hereinafter referred to as a “Permitted
Transferee”); provided, that the Participant gives the Committee advance written notice describing the terms and conditions
of the proposed transfer and the Committee notifies the Participant in writing that such a transfer would comply with the requirements
of the Plan.


 


(iii) The terms
of any Award transferred in accordance with the immediately preceding paragraph shall apply to the Permitted Transferee, and any
reference in the Plan, or in any applicable Award Agreement, to the Participant shall be deemed to refer to the Permitted Transferee,
except that (A) Permitted Transferees shall not be entitled to transfer any Award, other than by will or the laws of descent and
distribution; (B) Permitted Transferees shall not be entitled to exercise any transferred Option unless there shall be in effect
a registration statement on an appropriate form covering the shares of Common Stock to be acquired pursuant to the exercise of
such Option if the Committee determines, consistent with any applicable Award Agreement, that such a registration statement is
necessary or appropriate; (C) the Committee or the Company shall not be required to provide any notice to a Permitted Transferee,
whether or not such notice is or would otherwise have been required to be given to the Participant under the Plan or otherwise;
(D) the consequences of the termination of the Participant’s employment by, or services to, the Company or an Affiliate under
the terms of the Plan and the applicable Award Agreement shall continue to be applied with respect to the transferred Award, including,
without limitation, that an Option shall be exercisable by the Permitted Transferee only to the extent, and for the periods, specified
in the Plan and the applicable Award Agreement; and (E) any non-competition, non-solicitation, non-disparagement, non-disclosure,
or other restrictive covenants contained in any Award Agreement or other agreement between the Participant and the Company or any
Affiliate shall continue to apply to the Participant and the consequences of the violation of such covenants shall continue to
be applied with respect to the transferred Award, including without limitation the clawback and forfeiture provisions of Section
14(v) of the Plan.


 


(c) Dividends and
Dividend Equivalents. The Committee may provide the Participant with dividends or dividend equivalents as part of an Award,
payable in cash, shares of Common Stock, other securities, other Awards or other property, on a current or deferred basis, on such
terms and conditions as may be determined by the Committee, including, without limitation, payment directly to the Participant,
withholding of such amounts by the Company subject to vesting of the Award or reinvestment in additional shares of Common Stock,
Restricted Stock or other Awards; provided, that no dividends or dividend equivalents shall be payable (i) in respect of outstanding
Options or SARs or (ii) in respect of any other Award unless and until the Participant vests in such underlying Award; provided,
further, that dividend equivalents may be accumulated in respect of unearned Awards and paid as soon as administratively practicable,
but no more than 60 days, after such Awards are earned and become payable or distributable (and the right to any such accumulated
dividends or dividend equivalents shall be forfeited upon the forfeiture of the Award to which such dividends or dividend equivalents
relate).


 






     

     


    

 


(d) Tax Withholding.


 


(i) The Participant
shall be required to pay to the Company or any Affiliate, and the Company or any Affiliate shall have the right (but not the obligation)
and is hereby authorized to withhold, from any cash, shares of Common Stock, other securities or other property deliverable under
any Award or from any compensation or other amounts owing to the Participant, the amount (in cash, Common Stock, other securities
or other property) of any required withholding taxes (up to the maximum permissible withholding amounts) in respect of an Award,
its exercise, or any payment or transfer under an Award or under the Plan and to take such other action that the Committee or the
Company deem necessary to satisfy all obligations for the payment of such withholding taxes.


 


(ii) Without
limiting the generality of paragraph (i) above, the Committee may permit the Participant to satisfy, in whole or in part, the foregoing
withholding liability by (A) payment in cash, (B) the delivery of shares of Common Stock (which shares are not subject to any pledge
or other security interest) owned by the Participant having a Fair Market Value on such date equal to such withholding liability
or (C) having the Company withhold from the number of shares of Common Stock otherwise issuable or deliverable pursuant to the
exercise or settlement of the Award a number of shares with a Fair Market Value on such date equal to such withholding liability.
In addition, subject to any requirements of applicable law, the Participant may also satisfy the tax withholding obligations by
other methods, including selling shares of Common Stock that would otherwise be available for delivery, provided that the Board
or the Committee has specifically approved such payment method in advance.


 


(e) No Claim to Awards;
No Rights to Continued Employment, Directorship or Engagement. No employee, director of the Company, consultant providing service
to the Company or an Affiliate, or other person, shall have any claim or right to be granted an Award under the Plan or, having
been selected for the grant of an Award, to be selected for a grant of any other Award. There is no obligation for uniformity of
treatment of Participants or holders or beneficiaries of Awards. The terms and conditions of Awards and the Committee’s determinations
and interpretations with respect thereto need not be the same with respect to each Participant and may be made selectively among
Participants, whether or not such Participants are similarly situated. Neither the Plan nor any action taken hereunder shall be
construed as giving any Participant any right to be retained in the employ or service of the Company or an Affiliate, or to continue
in the employ or the service of the Company or an Affiliate, nor shall it be construed as giving any Participant who is a director
any rights to continued service on the Board.


 


(f) International
Participants. With respect to Participants who reside or work outside of the United States, the Committee may amend the terms
of the Plan or appendices thereto, or outstanding Awards, with respect to such Participants, in order to conform such terms with
or accommodate the requirements of local laws, procedures or practices or to obtain more favorable tax or other treatment for the
Participant, the Company or its Affiliates. Without limiting the generality of this subsection, the Committee is specifically authorized
to adopt rules, procedures and sub-plans with provisions that limit or modify rights on death, disability, retirement or other
terminations of employment, available methods of exercise or settlement of an Award, payment of income, social insurance contributions
or payroll taxes, withholding procedures and handling of any stock certificates or other indicia of ownership that vary with local
requirements. The Committee may also adopt rules, procedures or sub-plans applicable to particular Affiliates or locations.


 


(g) Beneficiary Designation.
The Participant’s beneficiary shall be the Participant’s spouse (or domestic partner if such status is recognized by
the Company and in such jurisdiction), or if the Participant is otherwise unmarried at the time of death, the Participant’s
estate, except to the extent that a different beneficiary is designated in accordance with procedures that may be established by
the Committee from time to time for such purpose. Notwithstanding the foregoing, in the absence of a beneficiary validly designated
under such Committee-established procedures and/or applicable law who is living (or in existence) at the time of death of a Participant
residing or working outside the United States, any required distribution under the Plan shall be made to the executor or administrator
of the estate of the Participant, or to such other individual as may be prescribed by applicable law.


 






     

     


    

 


(h) Termination of
Employment or Service. The Committee, in its sole discretion, shall determine the effect of all matters and questions related
to the termination of employment of or service of a Participant. Except as otherwise provided in an Award Agreement, or any employment,
consulting, change-in-control, severance or other agreement between the Participant and the Company or an Affiliate, unless determined
otherwise by the Committee: (i) neither a temporary absence from employment or service due to illness, vacation or leave of absence
(including, without limitation, a call to active duty for military service through a Reserve or National Guard unit) nor a transfer
from employment or service with the Company to employment or service with an Affiliate (or vice versa) shall be considered a termination
of employment or service with the Company or an Affiliate; and (ii) if the Participant’s employment with the Company or its
Affiliates terminates, but such Participant continues to provide services with the Company or its Affiliates in a non- employee
capacity (including as a non- employee director) (or vice versa), such change in status shall not be considered a termination of
employment or service with the Company or an Affiliate for purposes of the Plan.


 


(i) No Rights as a
Stockholder. Except as otherwise specifically provided in the Plan or any Award Agreement, no person shall be entitled to the
privileges of ownership in respect of shares of Common Stock that are subject to Awards hereunder until such shares have been issued
or delivered to that person.


 


(j) Government and
Other Regulations.


 


(i) Nothing
in the Plan shall be deemed to authorize the Committee or Board or any members thereof to take any action contrary to applicable
law or regulation, or Nasdaq rules or the rules of any other securities exchange or inter-dealer quotation service on which the
Common Stock is listed or quoted.


 


(ii) The obligation
of the Company to settle Awards in Common Stock or other consideration shall be subject to all applicable laws, rules, and regulations,
and to such approvals by governmental agencies as may be required. Notwithstanding any terms or conditions of any Award to the
contrary, the Company shall be under no obligation to offer to sell or to sell, and shall be prohibited from offering to sell or
selling, any shares of Common Stock pursuant to an Award unless such shares have been properly registered for sale pursuant to
the Securities Act with the Securities and Exchange Commission or unless the Company has received an opinion of counsel, satisfactory
to the Company, that such shares may be offered or sold without such registration pursuant to and in compliance with the terms
of an available exemption. The Company shall be under no obligation to register for sale under the Securities Act any of the shares
of Common Stock to be offered or sold under the Plan. The Committee shall have the authority to provide that all shares of Common
Stock or other securities of the Company or any Affiliate delivered under the Plan shall be subject to such stop-transfer orders
and other restrictions as the Committee may deem advisable under the Plan, the applicable Award Agreement, U.S. federal securities
laws, or the rules, regulations and other requirements of the U.S. Securities and Exchange Commission, any securities exchange
or inter-dealer quotation service upon which such shares or other securities of the Company are then listed or quoted and any other
applicable federal, state, local or non-U.S. laws, rules, regulations and other requirements, and, without limiting the generality
of Section 9 of the Plan, the Committee may cause a legend or legends to be put on any such certificates of Common Stock or other
securities of the Company or any Affiliate delivered under the Plan to make appropriate reference to such restrictions or may cause
such Common Stock or other securities of the Company or any Affiliate delivered under the Plan in book-entry form to be held subject
to the Company’s instructions or subject to appropriate stop-transfer orders. Notwithstanding any provision in the Plan to
the contrary, the Committee reserves the right to add any additional terms or provisions to any Award granted under the Plan that
it in its sole discretion deems necessary or advisable in order that such Award complies with the legal requirements of any governmental
entity to whose jurisdiction the Award is subject.


 






     

     


    

 


(iii) The Committee
may cancel an Award or any portion thereof if it determines that legal or contractual restrictions and/or blockage and/or other
market considerations would make the Company’s acquisition of shares of Common Stock from the public markets, the Company’s
issuance of Common Stock to the Participant, the Participant’s acquisition of Common Stock from the Company and/or the Participant’s
sale of Common Stock to the public markets illegal, impracticable or inadvisable. If the Committee determines to cancel all or
any portion of an Award in accordance with the foregoing, unless prevented by applicable laws, the Company shall pay to the Participant
an amount equal to the excess of (A) the aggregate Fair Market Value of the shares of Common Stock subject to such Award or portion
thereof canceled (determined as of the applicable exercise date, or the date that the shares would have been vested or delivered,
as applicable), over (B) the aggregate Exercise Price or Strike Price (in the case of an Option or SAR, respectively) or any amount
payable as a condition of delivery of shares of Common Stock (in the case of any other Award). Such amount shall be delivered to
the Participant as soon as practicable following the cancellation of such Award or portion thereof.


 


(k) Section 83(b)
Elections. If a Participant, in connection with the acquisition of shares of Common Stock under the Plan, makes an election
under Section 83(b) of the Code, the Participant shall notify the Company of such election within ten days after filing notice
of the election with the Internal Revenue Service, in addition to any filing and notification required pursuant to Section 83(b)
of the Code.


 


(l) Payments to Persons
Other Than Participants. If the Committee shall find that any person to whom any amount is payable under the Plan is unable
to care for such person’s affairs because of illness or accident, or is a minor, or has died, then any payment due to such
person or such person’s estate (unless a prior claim therefor has been made by a duly appointed legal representative or a
beneficiary designation form has been filed with the Company) may, if the Committee so directs the Company, be paid to such person’s
spouse, child, or relative, or an institution maintaining or having custody of such person, or any other person deemed by the Committee
to be a proper recipient on behalf of such person otherwise entitled to payment. Any such payment shall be a complete discharge
of the liability of the Committee and the Company therefor.


 


(m) Nonexclusivity
of the Plan. Neither the adoption of the Plan by the Board nor the submission of the Plan to the stockholders of the Company
for approval shall be construed as creating any limitations on the power of the Board to adopt such other incentive arrangements
as it may deem desirable, including, without limitation, the granting of stock options or awards otherwise than under the Plan,
and such arrangements may be either applicable generally or only in specific cases.


 


(n) No Trust or Fund
Created. This Plan and Awards hereunder are intended to be unfunded for tax purposes and for purposes of the Employee Retirement
Income Security Act of 1974, as amended, and shall be construed and interpreted in accordance with such intent. 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 the
Company or any Affiliate, on the one hand, and the Participant or other person or entity, on the other hand. No provision of the
Plan or any Award shall require the Company, for the purpose of satisfying any obligations under the Plan, to purchase assets or
place any assets in a trust or other entity to which contributions are made or to otherwise segregate any assets, nor shall the
Company maintain separate bank accounts, books, records or other evidence of the existence of a segregated or separately maintained
or administered fund for such purposes. Participants shall have no rights under the Plan other than as unsecured general creditors
of the Company.


 


(o) Reliance on Reports.
Each member of the Committee and each member of the Board (and each such member’s respective designees) shall be fully justified
in acting or failing to act, as the case may be, and shall not be liable for having so acted or failed to act in good faith, in
reliance upon any report made by the independent registered public accounting firm of the Company or any of its Affiliates or any
other information furnished in connection with the Plan by any agent or advisor of the Company or the Committee or the Board.


 


(p) Relationship to
Other Benefits. No payment under the Plan shall be taken into account in determining any benefits under any pension, retirement,
profit sharing, group insurance or other benefit plan of the Company except as otherwise specifically provided in such other plan.


 






     

     


    

 


(q) Purchase for Investment.
Whether or not the Options and shares covered by the Plan have been registered under the Securities Act, each person exercising
an Option under the Plan or acquiring shares under the Plan may be required by the Company to give a representation in writing
that such person is acquiring such shares for investment and not with a view to, or for sale in connection with, the distribution
of any part thereof. The Company will endorse any necessary legend referring to the foregoing restriction upon the certificate
or certificates representing any shares issued or transferred to the Participant upon the exercise of any Option granted under
the Plan.


 


(r) Governing Law.
The Plan shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to principles
of conflicts of laws thereof, or principles of conflicts of laws of any other jurisdiction that could cause the application of
the laws of any jurisdiction other than the State of Delaware.


 


(s) Severability.
If any provision of the Plan or any Award or Award Agreement is or becomes or is deemed to be invalid, illegal, or unenforceable
in any jurisdiction or as to any person or entity or Award, or would disqualify the Plan or any Award under any law deemed applicable
by the Committee, such provision shall be construed or deemed amended to conform to the applicable laws, or if it cannot be construed
or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such
provision shall be construed or deemed stricken as to such jurisdiction, person or entity or Award, and the remainder of the Plan
and any such Award shall remain in full force and effect.


 


(t) Obligations Binding
on Successors. The obligations of the Company under the Plan shall be binding upon any successor corporation or organization
resulting from the merger, consolidation or other reorganization of the Company, or upon any successor corporation or organization
succeeding to all or substantially all of the assets and business of the Company.


 


(u) Section 409A of
the Code.


 


(i) It is intended
that the Plan be exempt from or comply with Section 409A of the Code, and all provisions of the Plan shall be construed and interpreted
in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A of the Code. Each Participant is
solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on or in respect of such Participant
in connection with the Plan or any other plan maintained by the Company, including any taxes and penalties under Section 409A of
the Code, and neither the Company nor any Affiliate shall have any obligation to indemnify or otherwise hold such Participant or
any beneficiary harmless from any or all of such taxes or penalties. With respect to any Award that is considered “deferred
compensation” subject to Section 409A of the Code, references in the Plan to “termination of employment” (and
substantially similar phrases) shall mean “separation from service” within the meaning of Section 409A of the Code.
For purposes of Section 409A of the Code, each of the payments that may be made in respect of any Award granted under the Plan
is designated as a separate payment.


 


(ii) Notwithstanding
anything in the Plan to the contrary, if the Participant is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i)
of the Code, no payments or deliveries in respect of any Awards that are payable on account of the Participant’s “separation
from service” and that are “deferred compensation” subject to Section 409A of the Code shall be made to such
Participant prior to the date that is six months after the date of such Participant’s “separation from service”
within the meaning of Section 409A of the Code or, if earlier, the Participant’s date of death. All such delayed payments
or deliveries will be paid or delivered (without interest) in a single lump sum on the earliest date permitted under Section 409A
of the Code that is also a business day.


 


(iii) In the
event that the timing of payments in respect of any Award that would otherwise be considered “deferred compensation”
subject to Section 409A of the Code would be accelerated upon the occurrence of (A) a Change in Control, no such acceleration shall
be permitted unless the event giving rise to the Change in Control satisfies the definition of a change in the ownership or effective
control of a corporation, or a change in the ownership of a substantial portion of the assets of a corporation pursuant to Section
409A of the Code and any Treasury Regulations promulgated thereunder or (B) a Disability, no such acceleration shall be permitted
unless the Disability also satisfies the definition of “disability” pursuant to Section 409A of the Code and any Treasury
Regulations promulgated thereunder.


 






     

     


    

 


(v) Clawback/Forfeiture.
Notwithstanding anything to the contrary contained herein, to the extent required by applicable law (including, without limitation,
Section 304 of the Sarbanes-Oxley Act and Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act and any
rules or regulations promulgated thereunder) and/or the rules and regulations of NASDAQ or any other securities exchange or inter-dealer
quotation service on which the Common Stock is listed or quoted, Awards shall be subject (including on a retroactive basis) to
clawback, forfeiture or similar requirements (and such requirements shall be deemed incorporated by reference into all outstanding
Award Agreements).


 


(w) No Representations
or Covenants with Respect to Tax Qualification. Although the Company may endeavor to (i) qualify an Award for favorable U.S.
or non-U.S. tax treatment or (ii) avoid adverse tax treatment, the Company makes no representation to that effect and expressly
disavows any covenant to maintain favorable or avoid unfavorable tax treatment. The Company shall be unconstrained in its corporate
activities without regard to the potential negative tax impact on holders of Awards under the Plan.


 


(x) No Interference.
The existence of the Plan, any Award Agreement, and the Awards granted hereunder shall not affect or restrict in any way the right
or power of the Company, the Board, the Committee, or the stockholders of the Company to make or authorize any adjustment, recapitalization,
reorganization, or other change in the Company’s capital structure or its business, any merger or consolidation of the Company,
any issue of stock or of options, warrants, or rights to purchase stock or of bonds, debentures, or preferred or prior preference
stocks whose rights are superior to or affect the Common Stock or the rights thereof or that are convertible into or exchangeable
for Common Stock, or the dissolution or liquidation of the Company or any Affiliate, or any sale or transfer of all or any part
of their assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.


 


(y) Expenses; Titles
and Headings. The expenses of administering the Plan shall be borne by the Company and its Affiliates. The titles and headings
of the sections in the Plan are for convenience of reference only, and in the event of any conflict, the text of the Plan, rather
than such titles or headings shall control.


 


* * *


 


As adopted by the Board
of Directors of the Company on March 24, 2020, and as adopted by the stockholders of the Company on June 8, 2020.