Exhibit 10.1


 




CELLDEX THERAPEUTICS, INC.

2008 STOCK OPTION AND INCENTIVE PLAN

as amended and restated, effective as of June 15, 2017


 


Section 1.    GENERAL
PURPOSE OF THE PLAN; DEFINITIONS


 


The
name of the plan is the Celldex Therapeutics, Inc. 2008 Stock Option and Incentive Plan (the "Plan"). The purpose
of the Plan is to encourage and enable the officers, employees, Non-Employee Directors and other key persons (including consultants
and prospective employees) of Celldex Therapeutics, Inc. (the "Company") and its Subsidiaries upon whose judgment,
initiative and efforts the Company largely depends for the successful conduct of its business to acquire a proprietary interest
in the Company. It is anticipated that providing such persons with a direct stake in the Company's welfare will assure a closer
identification of their interests with those of the Company and its stockholders, thereby stimulating their efforts on the Company's
behalf and strengthening their desire to remain with the Company.


 


The
following terms shall be defined as set forth below:


 


"Act"
means the Securities Act of 1933, as amended, and the rules and regulations thereunder.


 


"Administrator"
means either the Board or the compensation committee of the Board or a similar committee performing the functions of the compensation
committee and which is comprised of not less than two Non-Employee Directors who are independent.


 


"Award"
or "Awards," except where referring to a particular category of grant under the Plan, shall include Incentive
Stock Options, Non-Qualified Stock Options, Stock Appreciation Rights, Deferred Stock Awards, Restricted Stock Awards, Unrestricted
Stock Awards, Cash-Based Awards, Performance Share Awards and Dividend Equivalent Rights.


 


"Award
Agreement" means a written or electronic agreement setting forth the terms and provisions applicable to an Award granted
under the Plan. Each Award Agreement is subject to the terms and conditions of the Plan.


 


"Board"
means the Board of Directors of the Company.


 


"Cash-Based
Award" means an Award entitling the recipient to receive a cash-denominated payment. "Change of Control" is
defined in Section 20.


 


"Code"
means the Internal Revenue Code of 1986, as amended, and any successor Code, and related rules, regulations and interpretations.


 


"Covered
Employee" means an employee who is a "Covered Employee" within the meaning of Section 162(m) of the Code.


 


"Date
of Grant" means the date on which an Award under the Plan is granted by the Administrator, or such later date as the Administrator
may specify to be the effective date of an Award.


 


"Deferred
Stock Award" means an Award of phantom stock units to a grantee.


 


"Disability"
means a grantee being considered "disabled" within the meaning of Section 409A and Treasury Regulation 1.409A-3(i)(4),
as well as any successor regulation or interpretation.


 






    1 


     


    

 


"Dividend
Equivalent Right" means an Award entitling the grantee to receive credits based on cash dividends that would have been
paid on the shares of Stock specified in the Dividend Equivalent Right (or other award to which it relates) if such shares had
been issued to and held by the grantee.


 


"Effective
Date" means the date on which the amended and restated Plan is approved by stockholders as set forth in Section 22.


 


"Exchange
Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.


 


"Fair
Market Value" of a share of Stock shall be, as applied to a specific date (i) the closing price of a share of Stock
as of the date of determination on the principal established stock exchange or national market system on which the Stock is then
traded (or, if there is no trading in the Stock as of such date, the closing price of a share of Stock on the most recent date
preceding the date of determination on which trades of the Stock were recorded), or (ii) if the shares of Stock are not then
traded on an established stock exchange or national market system but are then traded in an over-the-counter market, the average
of the closing bid and asked prices for the shares of Stock in such over-the-counter market as of the date of determination (or,
if there are no closing bid and asked prices for the shares of Stock as of such date, the average of the closing bid and the asked
prices for the shares of Stock on the most recent date preceding such date on which such closing bid and asked prices are available
on such over-the-counter market), or (iii) if the shares of Stock are not then listed on a national securities exchange or
national market system or traded in an over-the-counter market, the price of a share of Stock as determined by the Administrator
in its discretion in a manner consistent with Section 409A of the Code and Treasury Regulation 1.409A-1(b)(5)(iv), as
well as any successor regulation or interpretation.


 


"Incentive
Stock Option" means any Stock Option designated and qualified as an "incentive stock option" as defined in Section 422
of the Code.


 


"Non-Employee
Director" means a member of the Board who is not also an employee of the Company or any Subsidiary. "Non-Qualified
Stock Option" means any Stock Option that is not an Incentive Stock Option.


 


"Option"
or "Stock Option" means any option to purchase shares of Stock granted pursuant to Section 5.


 


"Performance-Based
Award" means any Restricted Stock Award, Deferred Stock Award, Performance Share Award or Cash-Based Award granted to
a Covered Employee that is intended to qualify as "performance-based compensation" under Section 162(m) of the Code
and the regulations promulgated thereunder.


 


"Performance
Criteria" means the performance criteria used in performance goals governing Performance-based Awards granted to Covered
Employees which may include any or all of the following: (i) the Company's return on equity, assets, capital or investment,
(ii) pre-tax or after-tax profit levels of the Company or any Subsidiary, a division, an operating unit or a business segment
of the Company, or any combination of the foregoing; (iii) cash flow, funds from operations, year-end cash and equivalents
balance or similar measure; (iv) total shareholder return; (v) changes in the market price of the Stock; (vi) sales
or market share; (vii) earnings per share; (viii) partnerships, collaborations, joint ventures, alliances and similar
arrangements involving the Company; (ix) mergers, acquisitions and business combinations of or by the Company; or (x) the
Company's rights to intellectual property and scientific discoveries.


 






    2 


     


    

 


"Performance Cycle" means
one or more periods of time, which may be of varying and overlapping durations, as the Administrator may select, over which the
attainment of one or more Performance Criteria will be measured for the purpose of determining a grantee's right to and the payment
of a Restricted Stock Award, Deferred Stock Award, Performance Share Award or Cash-Based Award.


 


"Performance
Goals" means, for a Performance Cycle, the specific goals established in writing by the Administrator for a Performance
Cycle based upon the Performance Criteria.


 


"Performance
Share Award" means an Award entitling the recipient to acquire shares of Stock upon the attainment of specified Performance
Goals.


 


"Restricted
Stock Award" means an Award entitling the recipient to acquire, at such purchase price (which may be zero) as determined
by the Administrator, shares of Stock subject to such restrictions and conditions as the Administrator may determine at the time
of grant.


 


"Sale
Event" shall mean (i) the sale of all or substantially all of the assets of the Company on a consolidated basis to
an unrelated person or entity, (ii) a merger, reorganization or consolidation in which the outstanding shares of Stock are
converted into or exchanged for securities of the successor entity and the holders of the Company's outstanding voting power immediately
prior to such transaction do not own a majority of the outstanding voting power of the successor entity immediately upon completion
of such transaction, or (iii) the sale of all of the Stock of the Company to an unrelated person or entity.


 


"Sale
Price" means the value as determined by the Administrator of the consideration payable, or otherwise to be received by
stockholders, per share of Stock pursuant to a Sale Event.


 


"Section 409A"
means Section 409A of the Code and the regulations and other guidance promulgated thereunder. "Stock" means the
Common Stock, par value $.001 per share, of the Company, subject to adjustments pursuant to Section 3.


 


"Stock
Appreciation Right" means an Award entitling the recipient to receive shares of Stock having a value equal to the excess
of the Fair Market Value of the Stock on the date of exercise over the exercise price of the Stock Appreciation Right multiplied
by the number of shares of Stock with respect to which the Stock Appreciation Right shall have been exercised.


 


"Subsidiary"
means any corporation or other entity (other than the Company) in which the Company has at least a 50 percent interest, either
directly or indirectly.


 


"Ten
Percent Owner" means an employee who owns or is deemed to own (by reason of the attribution rules of Section 424(d)
of the Code) more than 10 percent of the combined voting power of all classes of stock of the Company or any parent or subsidiary
corporation.


 


"Unrestricted
Stock Award" means an Award of shares of Stock free of any restrictions.


 


Section 2.    ADMINISTRATION
OF PLAN; ADMINISTRATOR AUTHORITY TO SELECT GRANTEES AND DETERMINE AWARDS


 


(a)    Administration
of Plan.     The Plan shall be administered by the Administrator. To the extent advisable or otherwise
required by applicable law, regulation or rule, it is intended that each member of the Administrator shall qualify as (i) a
 "non- employee director" under Rule 16b-3, (ii) an "outside director" under Section 162(m) of
the Code and the regulations thereunder and (iii) an "independent director" under the rules of any national securities
exchange on which the shares of Stock are then listed. If it is later determined that one or more members of the Administrator
do not so qualify, actions taken by the Administrator shall be valid despite such failure to qualify.


 


(b)    Powers
of Administrator.     The Administrator shall have the power and authority to grant Awards consistent with
the terms of the Plan, including the power and authority:


 


(i)  to
select the individuals to whom Awards may from time to time be granted;


 






    3 


     


    

 


(ii)  to determine the
time or times of grant, and the extent, if any, of Incentive Stock Options, Non-Qualified Stock Options, Stock Appreciation Rights,
Restricted Stock Awards, Deferred Stock Awards, Unrestricted Stock Awards, Cash-Based Awards, Performance Share Awards and Dividend
Equivalent Rights, or any combination of the foregoing, granted to any one or more grantees;


 


(iii)  to
determine the number of shares of Stock to be covered by any Award;


 


(iv)  to
determine and modify from time to time the terms and conditions, including restrictions, not inconsistent with the terms of the
Plan, of any Award, which terms and conditions may differ among individual Awards and grantees, and to approve the form of written
instruments evidencing the Awards;


 


(v)  to
accelerate the exercisability or vesting of all or any portion of any Award upon (1) a grantee's death, (2) a grantee's
Disability, or (3) a Change of Control or Sale Event;


 


(vi)  subject
to the provisions of Section 5(b), to extend at any time the period in which Stock Options may be exercised; and


 


(vii)  at
any time to adopt, alter and repeal such rules, guidelines and practices for administration of the Plan and for its own acts and
proceedings as it shall deem advisable; to interpret the terms and provisions of the Plan and any Award (including related written
instruments); to make all determinations it deems advisable for the administration of the Plan; to decide all disputes arising
in connection with the Plan; and to otherwise supervise the administration of the Plan.


 


All
decisions and interpretations of the Administrator shall be binding on all persons, including the Company and Plan grantees.


 


(c)    Delegation
of Authority to Grant Options.     Subject to applicable law, the Administrator, in its discretion, may
delegate to the Chief Executive Officer of the Company all or part of the Administrator's authority and duties with respect to
the granting of Options, to individuals who are (i) not subject to the reporting and other provisions of Section 16 of
the Exchange Act and (ii) not Covered Employees. Any such delegation by the Administrator shall include a limitation as to
the amount of Options that may be granted during the period of the delegation and shall contain guidelines as to the determination
of the exercise price and the vesting criteria. The Administrator may revoke or amend the terms of a delegation at any time but
such action shall not invalidate any prior actions of the Administrator's delegate or delegates that were consistent with the terms
of the Plan.


 


(d)    Award
Agreement.     Awards under the Plan shall be evidenced by Award Agreements that set forth the terms, conditions
and limitations for each Award which may include, without limitation, the term of an Award, the provisions applicable in the event
employment or service terminates, and the Company's authority to unilaterally or bilaterally amend, modify, suspend, cancel or
rescind an Award.


 


(e)    Indemnification.
    Neither the Board nor the Administrator, nor any member of either or any delegate thereof, shall be
liable for any act, omission, interpretation, construction or determination made in good faith in connection with the Plan, and
the members of the Board and the Administrator (and any delegate thereof) shall be entitled in all cases to indemnification and
reimbursement by the Company in respect of any claim, loss, damage or expense (including, without limitation, reasonable attorneys'
fees) arising or resulting therefrom to the fullest extent permitted by law and/or under the Company's articles or bylaws or any
directors' and officers' liability insurance coverage which may be in effect from time to time and/or any indemnification agreement
between such individual and the Company.


 






    4 


     


    

 


Section 3.    STOCK
ISSUABLE UNDER THE PLAN; MERGERS; SUBSTITUTION


 


(a)    Stock
Issuable.     The maximum number of shares of Stock reserved and available for issuance under the Plan
shall be 20,000,000 shares, subject to adjustment as provided in Section 3(b) (the "Share Reserve"); provided that
not more than 500,000 shares shall be issued in the form of Unrestricted Stock Awards, Restricted Stock Awards, Deferred Stock
Awards or Performance Share Awards. For purposes of this limitation, the shares of Stock underlying the Awards granted under the
Plan that are forfeited, canceled or otherwise terminated (other than by exercise) shall be added back to the shares of Stock
available for issuance under the Plan. Shares (i) tendered or withheld in payment of an Option, (ii) tendered or withheld
to satisfy any tax withholding obligation or (iii) repurchased by the Company with Option proceeds, shall not revert to or
be added back to the Share Reserve. Further, shares of Stock covered by a Stock Appreciation Right, to the extent that it is exercised
and settled in shares of Stock, and whether or not shares of Stock are actually issued to the grantee upon the exercise of the
Stock Appreciation Right, shall be considered issued or transferred pursuant to the Plan. Subject to such overall limitations,
shares of Stock may be issued up to such maximum number pursuant to any type or types of Award; provided, however, that Stock
Options or Stock Appreciation Rights with respect to no more than 2,000,000 shares of Stock may be granted to any one individual
grantee during any one calendar year period. The shares available for issuance under the Plan may be authorized but unissued shares
of Stock or shares of Stock reacquired by the Company.


 


(b)    Changes
in Stock.     Subject to Section 3(c) hereof, if, as a result of any reorganization, recapitalization,
reclassification, stock dividend, stock split, reverse stock split or other similar change in the Company's capital stock, the
outstanding shares of Stock are increased or decreased or are exchanged for a different number or kind of shares or other securities
of the Company, or additional shares or new or different shares or other securities of the Company or other non-cash assets are
distributed with respect to such shares of Stock or other securities, or, if, as a result of any merger or consolidation, sale
of all or substantially all of the assets of the Company, the outstanding shares of Stock are converted into or exchanged for securities
of the Company or any successor entity (or a parent or subsidiary thereof), the Administrator shall make an appropriate or proportionate
adjustment in (i) the maximum number of shares reserved for issuance under the Plan, including the maximum number of shares
that may be issued in the form of Unrestricted Stock Awards, Restricted Stock Awards, Deferred Stock Awards or Performance Share
Awards, (ii) the number of Stock Options or Stock Appreciation Rights that can be granted to any one individual grantee in
one calendar year and the maximum number of shares that may be granted under a Performance-Based Award, (iii) the number and
kind of shares or other securities subject to any then outstanding Awards under the Plan, (iv) the repurchase price, if any,
per share subject to each outstanding Restricted Stock Award, and (v) the price for each share subject to any then outstanding
Stock Options and Stock Appreciation Rights under the Plan, without changing the aggregate exercise price (i.e., the exercise
price multiplied by the number of Stock Options and Stock Appreciation Rights) as to which such Stock Options and Stock Appreciation
Rights remain exercisable. The Administrator shall also make equitable or proportionate adjustments in the number of shares subject
to outstanding Awards and the exercise price and the terms of outstanding Awards to take into consideration cash dividends paid
other than in the ordinary course or any other extraordinary corporate event. The adjustment by the Administrator shall be final,
binding and conclusive. No fractional shares of Stock shall be issued under the Plan resulting from any such adjustment, but the
Administrator in its discretion may make a cash payment in lieu of fractional shares.


 






    5 


     


    

 


(c)    Mergers
and Other Transactions.     Upon the effective time of the Sale Event, the Plan and all outstanding Awards
granted hereunder shall terminate, unless provision is made in connection with the Sale Event in the sole discretion of the parties
thereto for the assumption or continuation by the successor entity of Awards theretofore granted, or the substitution of such
Awards with new Awards of the successor entity or parent thereof, with appropriate adjustment as to the number and kind of shares
and, if appropriate, the per share exercise prices, as such parties shall agree (after taking into account any acceleration hereunder).
In the event of such termination, (i) the Company shall have the option (in its sole discretion) to make or provide for a
cash payment to the grantees holding Options and Stock Appreciation Rights, in exchange for the cancellation thereof, in an amount
equal to the difference between (A) the Sale Price multiplied by the number of shares of Stock subject to outstanding Options
and Stock Appreciation Rights (to the extent then exercisable (after taking into account any acceleration hereunder) at prices
not in excess of the Sale Price) and (B) the aggregate exercise price of all such outstanding Options and Stock Appreciation
Rights; or (ii) each grantee shall be permitted, within a specified period of time prior to the consummation of the Sale
Event as determined by the Administrator, to exercise all outstanding Options and Stock Appreciation Rights held by such grantee.


 


(d)    Substitute
Awards.     The Administrator may grant Awards under the Plan in substitution for stock and stock based
awards held by employees, directors or other key persons of another corporation in connection with the merger or consolidation
of the employing corporation with the Company or a Subsidiary or the acquisition by the Company or a Subsidiary of property or
stock of the employing corporation. The Administrator may direct that the substitute awards be granted on such terms and conditions
as the Administrator considers appropriate in the circumstances. Any substitute Awards granted under the Plan shall not count against
the share limitation set forth in Section 3(a).


 


Section 4.    ELIGIBILITY


 


Grantees
under the Plan will be such full or part-time officers and other employees, Non-Employee Directors and key persons (including consultants
and prospective employees) of the Company and its Subsidiaries as are selected from time to time by the Administrator in its sole
discretion.


 


Section 5.    STOCK
OPTIONS


 


Any
Stock Option granted under the Plan shall be in such form as the Administrator may from time to time approve. Stock Options granted
under the Plan may be either Incentive Stock Options or Non-Qualified Stock Options. Incentive Stock Options may be granted only
to employees of the Company or any Subsidiary that is a "subsidiary corporation" within the meaning of Section 424(f)
of the Code. To the extent that any Option does not qualify as an Incentive Stock Option, it shall be deemed a Non-Qualified Stock
Option.


 


Stock
Options granted pursuant to this Section 5 shall be subject to the following terms and conditions and shall contain such additional
terms and conditions, not inconsistent with the terms of the Plan, as the Administrator shall deem desirable.


 


(a)    Exercise
Price.     The exercise price per share for the Stock covered by a Stock Option granted pursuant to this
Section 5 shall be determined by the Administrator at the time of grant but shall not be less than 100 percent of the
Fair Market Value on the Date of Grant. In the case of an Incentive Stock Option that is granted to a Ten Percent Owner, the option
price of such Incentive Stock Option shall be not less than 110 percent of the Fair Market Value on the Date of Grant.


 


(b)    Option
Term.     The term of each Stock Option shall be fixed by the Administrator, but no Stock Option shall
be exercisable more than ten years after the date the Stock Option is granted. In the case of an Incentive Stock Option that is
granted to a Ten Percent Owner, the term of such Stock Option shall be no more than five years from the Date of Grant.


 






    6 


     


    

 


(c)    Exercisability;
Rights of a Stockholder.     Stock Options shall become exercisable at such time or times, whether or not
in installments, as shall be determined by the Administrator at or after the grant date. The Administrator may accelerate the exercisability
of all or any portion of any Stock Option upon (1) a grantee's death, (2) a grantee's Disability, or (3) a Change
of Control or Sale Event. An optionee shall have the rights of a stockholder only as to shares acquired upon the exercise of a
Stock Option and not as to unexercised Stock Options.


 


(d)    Method
of Exercise.     Stock Options may be exercised in whole or in part, by giving written notice of exercise
to the Company, specifying the number of shares to be purchased. Payment of the purchase price may be made by one or more of the
following methods to the extent provided in the Option Award Agreement:


 


(i)  In
cash, by certified or bank check or other instrument acceptable to the Administrator;


 


(ii)  Through
the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the optionee on the open market or
that are beneficially owned by the optionee and are not then subject to restrictions under any Company plan. Such surrendered shares
shall be valued at Fair Market Value on the exercise date. To the extent required to avoid variable accounting treatment under
applicable accounting rules, such surrendered shares shall have been owned by the optionee for at least six months; or


 


(iii)  By the
optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to
promptly deliver to the Company cash or a check payable and acceptable to the Company for the purchase price; provided that
in the event the optionee chooses to pay the purchase price as so provided, the optionee and the broker shall comply with
such procedures and enter into such agreements of indemnity and other agreements as the Administrator shall prescribe as a
condition of such payment procedure.


 


Payment instruments will be received subject to collection. The transfer to the optionee
on the records of the Company or of the transfer agent of the shares of Stock to be purchased pursuant to the exercise of a
Stock Option will be contingent upon receipt from the optionee (or a purchaser acting in his stead in accordance with the
provisions of the Stock Option) by the Company of the full purchase price for such shares and the fulfillment of any other
requirements contained in the Option Award Agreement or applicable provisions of laws (including the satisfaction of any
withholding taxes that the Company is obligated to withhold with respect to the optionee). In the event an optionee chooses
to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock
transferred to the optionee upon the exercise of the Stock Option shall be net of the number of attested shares. In the event
that the Company establishes, for itself or using the services of a third party, an automated system for the exercise of
Stock Options, such as a system using an internet website or interactive voice response, then the paperless exercise of Stock
Options may be permitted through the use of such an automated system.


 


(iv)  Annual
Limit on Incentive Stock Options. To the extent required for "incentive stock option" treatment under Section 422
of the Code, the aggregate Fair Market Value (determined as of the time of grant) of the shares of Stock with respect to which
Incentive Stock Options granted under this Plan and any other plan of the Company or its parent and subsidiary corporations become
exercisable for the first time by an optionee during any calendar year shall not exceed $100,000. To the extent that any Stock
Option exceeds this limit, it shall constitute a Non-Qualified Stock Option.


 






    7 


     


    

 


Section 6.    STOCK
APPRECIATION RIGHTS


 


(a)    Exercise
Price of Stock Appreciation Rights.     The exercise price of a Stock Appreciation Right shall not be less
than 100 percent of the Fair Market Value of the Stock on the Date of Grant.


 


(b)    Grant
and Exercise of Stock Appreciation Rights.     Stock Appreciation Rights may be granted by the Administrator
independently of any Stock Option granted pursuant to Section 5 of the Plan.


 


(c)    Terms
and Conditions of Stock Appreciation Rights.     Stock Appreciation Rights shall be subject to such terms
and conditions as shall be determined from time to time by the Administrator.


 


Section 7.    RESTRICTED
STOCK AWARDS


 


(a)    Nature
of Restricted Stock Awards.     The Administrator shall determine the restrictions and conditions applicable
to each Restricted Stock Award at the time of grant. Conditions may be based on continuing employment (or other service relationship)
and/or achievement of pre-established performance goals and objectives. The grant of a Restricted Stock Award is contingent on
the grantee executing the Restricted Stock Award Agreement. The terms and conditions of each such Award Agreement shall be determined
by the Administrator, and such terms and conditions may differ among individual Awards and grantees.


 


(b)    Rights
as a Stockholder.     Upon execution of the Restricted Stock Award Agreement and payment of any applicable
purchase price, a grantee shall have the rights of a stockholder with respect to the voting of the Restricted Stock, subject to
such conditions contained in the Restricted Stock Award Agreement. Unless the Administrator shall otherwise determine, (i) uncertificated
Restricted Stock shall be accompanied by a notation on the records of the Company or the transfer agent to the effect that they
are subject to forfeiture until such Restricted Stock are vested as provided in Section 7(d) below, and (ii) certificated
Restricted Stock shall remain in the possession of the Company until such Restricted Stock is vested as provided in Section 7(d)
below, and the grantee shall be required, as a condition of the grant, to deliver to the Company such instruments of transfer as
the Administrator may prescribe.


 


(c)    Restrictions.
    Restricted Stock may not be sold, assigned, transferred, pledged or otherwise encumbered or disposed
of except as specifically provided herein or in the Restricted Stock Award Agreement. Except as may otherwise be provided by the
Administrator either in the Award Agreement or, subject to Section 18 below, in writing after the Award Agreement is issued
if a grantee's employment (or other service relationship) with the Company and its Subsidiaries terminates for any reason, any
Restricted Stock that has not vested at the time of termination shall automatically and without any requirement of notice to such
grantee from or other action by or on behalf of, the Company be deemed to have been reacquired by the Company at its original purchase
price (if any) from such grantee or such grantee's legal representative simultaneously with such termination of employment (or
other service relationship), and thereafter shall cease to represent any ownership of the Company by the grantee or rights of the
grantee as a stockholder. Following such deemed reacquisition of unvested Restricted Stock that are represented by physical certificates,
a grantee shall surrender such certificates to the Company upon request without consideration.


 






    8 


     


    

 


(d)    Vesting
of Restricted Stock.     The Administrator at the time of grant shall specify the date or dates and/or
the attainment of pre-established performance goals, objectives and other conditions on which the non-transferability of the Restricted
Stock and the Company's right of repurchase or forfeiture shall lapse. Notwithstanding the foregoing, in the event that any such
Restricted Stock granted to employees shall have a performance-based goal, the restriction period with respect to such shares
shall not be less than one year, and in the event any such Restricted Stock granted to employees shall have a time-based restriction,
the total restriction period with respect to such shares shall not be less than three years; provided, however, that Restricted
Stock with a time-based restriction may become vested incrementally over such three-year period. Subsequent to such date or dates
and/or the attainment of such pre-established performance goals, objectives and other conditions, the shares on which all restrictions
have lapsed shall no longer be Restricted Stock and shall be deemed "vested." Except as may otherwise be provided by
the Administrator either in the Award Agreement or, subject to Section 18 below, in writing after the Award Agreement is
issued (but in such case only with respect to acceleration of vesting upon (1) a grantee's death, (2) a grantee's Disability,
or (3) a Change of Control or Sale Event), a grantee's rights in any shares of Restricted Stock that have not vested shall
automatically terminate upon the grantee's termination of employment (or other service relationship) with the Company and its
Subsidiaries and such shares shall be subject to the provisions of Section 7(c) above.


 


Section 8.    DEFERRED
STOCK AWARDS


 


(a)    Nature
of Deferred Stock Awards.     The Administrator shall determine the restrictions and conditions applicable
to each Deferred Stock Award at the time of grant. Conditions may be based on continuing employment (or other service relationship)
and/or achievement of pre-established performance goals and objectives. The grant of a Deferred Stock Award is contingent on the
grantee executing the Deferred Stock Award Agreement. The terms and conditions of each such Award Agreement shall be determined
by the Administrator, and such terms and conditions may differ among individual Awards and grantees. Notwithstanding the foregoing,
in the event that any such Deferred Stock Award granted to employees shall have a performance-based goal, the restriction period
with respect to such Award shall not be less than one year, and in the event any such Deferred Stock Award granted to employees
shall have a time-based restriction, the total restriction period with respect to such Award shall not be less than three years;
provided, however, that any Deferred Stock Award with a time-based restriction may become vested incrementally over such three-year
period. At the end of the deferral period, the Deferred Stock Award, to the extent vested, shall be settled in the form of shares
of Stock. To the extent that a Deferred Stock Award is subject to Section 409A, it may contain such additional terms and
conditions as the Administrator shall determine in its sole discretion in order for such Award to comply with the requirements
of Section 409A.


 


(b)    Election
to Receive Deferred Stock Awards in Lieu of Compensation.     The Administrator may, in its sole discretion,
permit a grantee to elect to receive a portion of future cash compensation otherwise due to such grantee in the form of a Deferred
Stock Award. Any such election shall be made in writing and shall be delivered to the Company no later than the date specified
by the Administrator and in accordance with Section 409A and such other rules and procedures established by the Administrator.
Any such future cash compensation that the grantee elects to defer shall be converted to a fixed number of phantom stock units
based on the Fair Market Value of Stock on the date the compensation would otherwise have been paid to the grantee if such payment
had not been deferred as provided herein. The Administrator shall have the sole right to determine whether and under what circumstances
to permit such elections and to impose such limitations and other terms and conditions thereon as the Administrator deems appropriate.


 


(c)    Rights
as a Stockholder.     A grantee shall have the rights as a stockholder only as to shares of Stock acquired
by the grantee upon settlement of a Deferred Stock Award; provided, however, that the grantee may be credited with Dividend Equivalent
Rights with respect to the phantom stock units underlying his Deferred Stock Award, subject to such terms and conditions as the
Administrator may determine.


 






    9 


     


    

 


(d)    Termination.
    Except as may otherwise be provided by the Administrator either in the Award Agreement or, subject
to Section 18 below, in writing after the Award Agreement is issued (but in such case only with respect to acceleration of
vesting upon (1) a grantee's death, (2) a grantee's Disability, or (3) a Change of Control or Sale Event), a grantee's
right in all Deferred Stock Awards that have not vested shall automatically terminate upon the grantee's termination of employment
(or cessation of service relationship) with the Company and its Subsidiaries for any reason.


 


Section 9.    UNRESTRICTED
STOCK AWARDS


 


Grant
or Sale of Unrestricted Stock. The Administrator may, in its sole discretion, grant (or sell at par value or such higher purchase
price determined by the Administrator) an Unrestricted Stock Award under the Plan. Unrestricted Stock Awards may be granted in
respect of past services or other valid consideration, or in lieu of cash compensation due to such grantee.


 


Section 10.    CASH-BASED
AWARDS


 


Grant
of Cash-Based Awards. The Administrator may, in its sole discretion, grant Cash-Based Awards to any grantee in such number or amount
and upon such terms, and subject to such conditions, as the Administrator shall determine at the time of grant. The Administrator
shall determine the maximum duration of the Cash-Based Award, the amount of cash to which the Cash-Based Award pertains, the conditions
upon which the Cash-Based Award shall become vested or payable, and such other provisions as the Administrator shall determine.
Each Cash-Based Award shall specify a cash-denominated payment amount, formula or payment ranges as determined by the Administrator.
Payment, if any, with respect to a Cash-Based Award shall be made in accordance with the terms of the Award and may be made in
cash or in shares of Stock, as the Administrator determines.


 


Section 11.    PERFORMANCE
SHARE AWARDS


 


(a)    Nature
of Performance Share Awards.     The Administrator may, in its sole discretion, grant Performance Share
Awards independent of, or in connection with, the granting of any other Award under the Plan. The Administrator shall determine
whether and to whom Performance Share Awards shall be granted, the Performance Goals, the periods during which performance is to
be measured, and such other limitations and conditions as the Administrator shall determine.


 


(b)    Rights
as a Stockholder.     A grantee receiving a Performance Share Award shall have the rights of a stockholder
only as to shares actually received by the grantee under the Plan and not with respect to shares subject to the Award but not actually
received by the grantee. A grantee shall be entitled to receive shares of Stock under a Performance Share Award only upon satisfaction
of all conditions specified in the Performance Share Award agreement (or in a performance plan adopted by the Administrator).


 


(c)    Termination.
    Except as may otherwise be provided by the Administrator either in the Award agreement or, subject
to Section 18 below, in writing after the Award agreement is issued (but in such case only with respect to acceleration of
vesting upon (1) a grantee's death, (2) a grantee's Disability, or (3) a Change of Control or Sale Event), a grantee's
rights in all Performance Share Awards shall automatically terminate upon the grantee's termination of employment (or cessation
of service relationship) with the Company and its Subsidiaries for any reason.


 






    10 


     


    

 


Section 12.    PERFORMANCE-BASED
AWARDS TO COVERED EMPLOYEES


 


(a)    Performance-Based
Awards.     Any employee or other key person providing services to the Company and who is selected by
the Administrator may be granted one or more Performance-Based Awards in the form of a Restricted Stock Award, Deferred Stock
Award, Performance Share Awards or Cash-Based Award payable upon the attainment of Performance Goals that are established by
the Administrator and relate to one or more of the Performance Criteria, in each case on a specified date or dates or over
any period or periods determined by the Administrator. The Administrator shall define in an objective fashion the manner of
calculating the Performance Criteria it selects to use for any Performance Period. Depending on the Performance Criteria used
to establish such Performance Goals, the Performance Goals may be expressed in terms of overall Company performance or the
performance of a division, business unit, or an individual. The Administrator, in its discretion, may adjust or modify the
calculation of Performance Goals for such Performance Period in order to prevent the dilution or enlargement of the rights of
an individual (i) in the event of, or in anticipation of, any unusual or extraordinary corporate item, transaction,
event or development, (ii) in recognition of, or in anticipation of, any other unusual or nonrecurring events affecting
the Company, or the financial statements of the Company, or (iii) in response to, or in anticipation of, changes in
applicable laws, regulations, accounting principles, or business conditions provided however, that the Administrator may not
exercise such discretion in a manner that would increase the Performance-Based Award granted to a Covered Employee. Each
Performance-Based Award shall comply with the provisions set forth below.


 


(b)    Grant
of Performance-Based Awards.     With respect to each Performance-Based Award granted to a Covered Employee,
the Administrator shall select, within the first 90 days of a Performance Cycle (or, if shorter, within the maximum period
allowed under Section 162(m) of the Code) the Performance Criteria for such grant, and the Performance Goals with respect
to each Performance Criterion (including a threshold level of performance below which no amount will become payable with respect
to such Award). Each Performance-Based Award will specify the amount payable, or the formula for determining the amount payable,
upon achievement of the various applicable performance targets. The Performance Criteria established by the Administrator may be
(but need not be) different for each Performance Cycle and different Performance Goals may be applicable to Performance-Based Awards
to different Covered Employees.


 


(c)    Payment
of Performance-Based Awards.     Following the completion of a Performance Cycle, the Administrator shall
meet to review and certify in writing whether, and to what extent, the Performance Goals for the Performance Cycle have been achieved
and, if so, to also calculate and certify in writing the amount of the Performance-Based Awards earned for the Performance Cycle.
The Administrator shall then determine the actual size of each Covered Employee's Performance-Based Award, and, in doing so, may
reduce or eliminate the amount of the Performance-Based Award for a Covered Employee if, in its sole judgment, such reduction or
elimination is appropriate.


 


(d)    Maximum
Award Payable.     The maximum Performance-Based Award payable to any one Covered Employee under the Plan
in respect of any calendar year is (i) 250,000 shares of Stock (subject to adjustment as provided in Section 3(b) hereof)
for a Performance-Based Award that is a Restricted Stock Award, Deferred Stock Award or Performance Share Award and (ii) $1,000,000
in value for a Performance-Based Award that is a Cash-Based Award. In the case of Performance Goals based on Performance Cycles
beginning and ending in different calendar years, the number of shares of Stock or cash amount which is paid in respect of each
calendar year during the Performance Cycle shall be determined by multiplying the total number of shares of Stock or cash amount,
as applicable, paid for the Performance Cycle by a fraction, of which (i) the numerator is the number of days during the Performance
Cycle in that particular calendar year, and (ii) the denominator is the total number of days during the Performance Cycle.
The limitations in this Section 12(d) shall be interpreted and applied in a manner consistent with Section 162(m) of
the Code and the regulations thereunder.


 






    11 


     


    

 


Section 13.    DIVIDEND
EQUIVALENT RIGHTS


 


(a)    Dividend
Equivalent Rights.     A Dividend Equivalent Right may be granted hereunder to any grantee as a component
of a Deferred Stock Award, Restricted Stock Award or Performance Share Award or as a freestanding award. The terms and conditions
of Dividend Equivalent Rights shall be specified in the Award Agreement. Dividend equivalents credited to the holder of a Dividend
Equivalent Right may be paid currently or may be deemed to be reinvested in additional shares of Stock, which may thereafter accrue
additional equivalents. Any such reinvestment shall be at Fair Market Value on the date of reinvestment or such other price as
may then apply under a dividend reinvestment plan sponsored by the Company, if any. Dividend Equivalent Rights may be settled in
cash or shares of Stock or a combination thereof, in a single installment or installments. A Dividend Equivalent Right granted
as a component of a Deferred Stock Award, Restricted Stock Award or Performance Share Award may provide that such Dividend Equivalent
Right shall be settled upon settlement or payment of, or lapse of restrictions on, such other Award, and that such Dividend Equivalent
Right shall expire or be forfeited or annulled under the same conditions as such other Award. A Dividend Equivalent Right granted
as a component of a Deferred Stock Award, Restricted Stock Award or Performance Share Award may also contain terms and conditions
different from such other Award.


 


(b)    Interest
Equivalents.     Any Award under this Plan that is settled in whole or in part in cash on a deferred basis
may provide in the grant for interest equivalents to be credited with respect to such cash payment. Interest equivalents may be
compounded and shall be paid upon such terms and conditions as may be specified by the grant.


 


(c)    Termination.
    Except as may otherwise be provided by the Administrator either in the Award Agreement or, subject
to Section 18 below, in writing after the Award Agreement is issued (but in such case only with respect to acceleration of
vesting upon (1) a grantee's death, (2) a grantee's Disability, or (3) a Change of Control or Sale Event), a grantee's
rights in all Dividend Equivalent Rights or interest equivalents granted as a component of a Deferred Stock Award, Restricted Stock
Award or Performance Share Award that has not vested shall automatically terminate upon the grantee's termination of employment
(or cessation of service relationship) with the Company and its Subsidiaries for any reason.


 


Section 14.    TRANSFERABILITY
OF AWARDS    


 


(a)    Transferability.
    Except as provided in Section 14(b) below, during a grantee's lifetime, his or her Awards shall
be exercisable only by the grantee, or by the grantee's legal representative or guardian in the event of the grantee's incapacity.
No Awards shall be sold, assigned, transferred or otherwise encumbered or disposed of by a grantee other than by will or by the
laws of descent and distribution. No Awards shall be subject, in whole or in part, to attachment, execution, or levy of any kind,
and any purported transfer in violation hereof shall be null and void.


 


(b)    Administrator
Action.     Notwithstanding Section 14(a), the Administrator, in its discretion, may provide either
in the Award Agreement regarding a given Award or by subsequent written approval that the grantee (who is an employee or director)
may transfer his or her Awards (other than any Incentive Stock Options) to his or her immediate family members, to trusts for the
benefit of such family members, or to partnerships in which such family members are the only partners, provided that the transferee
agrees in writing with the Company to be bound by all of the terms and conditions of this Plan and the applicable Award.


 


(c)    Family
Member.     For purposes of Section 14(b), "family member" shall mean a grantee's 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 grantee's
household (other than a tenant of the grantee), a trust in which these persons (or the grantee) have more than 50 percent
of the beneficial interest, a foundation in which these persons (or the grantee) control the management of assets, and any other
entity in which these persons (or the grantee) own more than 50 percent of the voting interests.


 






    12 


     


    

 


(d)    Designation
of Beneficiary.     Each grantee to whom an Award has been made under the Plan may designate a beneficiary
or beneficiaries to exercise any Award or receive any payment under any Award payable on or after the grantee's death. Any such
designation shall be on a form provided for that purpose by the Administrator and shall not be effective until received by the
Administrator. If no beneficiary has been designated by a deceased grantee, or if the designated beneficiaries have predeceased
the grantee, the beneficiary shall be the grantee's estate.


 


Section 15.    TAX
WITHHOLDING 


 


(a)    Payment
by Grantee.     Each grantee shall, no later than the date as of which the value of an Award or of any
Stock or other amounts received thereunder first becomes includable in the gross income of the grantee for Federal income tax purposes,
pay to the Company, or make arrangements satisfactory to the Administrator regarding payment of, any Federal, state, or local taxes
of any kind required by law to be withheld by the Company with respect to such income. The Company and its Subsidiaries shall,
to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the grantee.
The Company's obligation to deliver evidence of book entry (or stock certificates) to any grantee is subject to and conditioned
on tax withholding obligations being satisfied by the grantee.


 


(b)    Payment
in Stock.     Subject to approval by the Administrator, a grantee may elect to have the Company's minimum
required tax withholding obligation satisfied, in whole or in part, by authorizing the Company to withhold from shares of Stock
to be issued pursuant to any Award a number of shares with an aggregate Fair Market Value (as of the date the withholding is effected)
that would satisfy the withholding amount due.


 


Section 16.    SECTION 409A
AWARDS. 


 


To the extent applicable, it is intended
that the Plan and all Awards hereunder comply with the requirements of Section 409A or an exemption thereto, and the Plan
and all Award Agreements shall be interpreted and applied by the Administrator in a manner consistent with this intent in order
to avoid the imposition of any additional tax under Section 409A.


 


Notwithstanding anything in the Plan or an Award Agreement
to the contrary, in the event that any provision of the Plan or an Award Agreement is determined by the Administrator, in its
sole discretion, to not comply with the requirements of Section 409A or an exemption thereto, the Administrator shall, in
its sole discretion, have the authority to take such actions and to make such interpretations or changes to the Plan or an Award
Agreement as the Administrator deems necessary, regardless of whether such actions, interpretations, or changes shall adversely
affect a grantee, subject to the limitations, if any, of applicable law. To the extent that any Award is determined to constitute
 "nonqualified deferred compensation" within the meaning of Section 409A (a "409A Award"), the
Award shall be subject to such additional rules and requirements as specified by the Administrator from time to time in order
to comply with Section 409A. In this regard, if any amount under a 409A Award is payable upon a "separation from service"
(within the meaning of Section 409A) to a grantee who is then considered a "specified employee" (within the meaning
of Section 409A), then no such payment shall be made prior to the date that is the earlier of (i) six months and one
day after the grantee's separation from service, or (ii) the grantee's death, but only to the extent such delay is necessary
to prevent such payment from being subject to interest, penalties and/or additional tax imposed pursuant to Section 409A.
Further, the settlement of any such Award may not be accelerated except to the extent permitted by Section 409A. In no event
whatsoever shall the Company be liable for any additional tax, interest or penalties that may be imposed
on any grantee by Section 409A or any damages for failing to comply with Section 409A.


 






    13 


     


    

 


Section 17.    TRANSFER,
LEAVE OF ABSENCE, ETC.    


 


For
purposes of the Plan, the following events shall not be deemed a termination of employment:


 


(a)   a
transfer to the employment of the Company from a Subsidiary or from the Company to a Subsidiary, or from one Subsidiary to another;
or


 


(b)   an
approved leave of absence for military service or sickness, or for any other purpose approved by the Company, if the employee's
right to re-employment is guaranteed either by a statute or by contract or under the policy pursuant to which the leave of absence
was granted or if the Administrator otherwise so provides in writing.


 


Section 18.    AMENDMENTS
AND TERMINATION    


 


The
Board may, at any time, amend or discontinue the Plan and the Administrator may, at any time, amend or cancel any outstanding Award
for the purpose of satisfying changes in law or for any other lawful purpose, but no such action shall


 


(a)   adversely
affect rights under any outstanding Award without the holder's consent or (b) except as provided in Section 3(b) or 3(c),
without the prior approval of the Company's stockholders, (1) reduce the exercise price of or otherwise reprice, including
through replacement grants, any outstanding Stock Option or Stock Appreciation Right or (2) cancel in exchange for, or otherwise
exchange for, cash or other securities any outstanding Stock Option or Stock Appreciation Right with an exercise price at or above
the then-current Fair Market Value of the Stock. To the extent required under the rules of any securities exchange or market
system on which the Stock is listed, to the extent determined by the Administrator to be required by the Code to ensure that Incentive
Stock Options granted under the Plan are qualified under Section 422 of the Code or to ensure that compensation earned under
Awards qualifies as performance-based compensation under Section 162(m) of the Code, Plan amendments shall be subject to approval
by the Company stockholders entitled to vote at a meeting of stockholders. Nothing in this Section 18 shall limit the Administrator's
authority to take any action permitted pursuant to Section 3(c).


 


Section 19.    STATUS
OF PLAN    


 


With respect to the portion of any Award
that has not been exercised and any payments in cash, Stock or other consideration not received by a grantee, a grantee shall
have no rights greater than those of a general creditor of the Company unless the Administrator shall otherwise expressly determine
in connection with any Award or Awards. In its sole discretion, the Administrator may authorize the creation of trusts or other
arrangements to meet the Company's obligations to deliver Stock or make payments with respect to Awards hereunder, provided that
the existence of such trusts or other arrangements is consistent with the foregoing sentence.


 


Section 20.    CHANGE
OF CONTROL PROVISIONS    


 


Upon
the occurrence of a Change of Control as defined in this Section 20:


 


(a)   Unless
provision is made in connection with the Change of Control for the assumption or continuation by the successor entity of Awards
theretofore granted, or the substitution of such Awards with new Awards of the successor entity or parent thereof, with appropriate
adjustment as to the number and kind of shares and, if appropriate, the per share exercise prices, as such parties shall agree,
each outstanding Stock Option, Stock Appreciation Right and Dividend Equivalent Right shall automatically become fully exercisable.


 






    14 


     


    

 


(b)   Unless
provision is made in connection with the Change of Control for the assumption or continuation by the successor entity of Awards
theretofore granted, or the substitution of such Awards with new Awards of the successor entity or parent thereof, with appropriate
adjustment as to the number and kind of shares as such parties shall agree, (i) conditions and restrictions on each outstanding
Restricted Stock Award, Deferred Stock Award and Performance Share Award which relate solely to the passage of time and continued
employment will be removed. Performance or other conditions (other than conditions and restrictions relating solely to the passage
of time and continued employment) will continue to apply unless otherwise provided in the applicable Award Agreement.


 


(c)   "Change
of Control" shall mean the occurrence of any one of the following events:


 


(i)  any
 "Person," as such term is used in Sections 13(d) and 14(d) of the Act (other than the Company, any of its
Subsidiaries, or any trustee, fiduciary or other person or entity holding securities under any employee benefit plan or trust of
the Company or any of its Subsidiaries), together with all "affiliates" and "associates" (as such terms are
defined in Rule 12b-2 under the Act) of such person, shall become the "beneficial owner" (as such term is defined
in Rule 13d-3 under the Act), directly or indirectly, of securities of the Company representing 25 percent or more of
the combined voting power of the Company's then outstanding securities having the right to vote in an election of the Company's
Board of Directors ("Voting Securities") (in such case other than as a result of an acquisition of securities directly
from the Company); or


 


(ii)  persons
who, as of the Effective Date, constitute the Company's Board of Directors (the "Incumbent Directors") cease for any
reason, including, without limitation, as a result of a tender offer, proxy contest, merger or similar transaction, to constitute
at least a majority of the Board, provided that any person becoming a director of the Company subsequent to the Effective Date
shall be considered an Incumbent Director if such person's election was approved by or such person was nominated for election by
either (A) a vote of at least a majority of the Incumbent Directors or (B) a vote of at least a majority of the Incumbent
Directors who are members of a nominating committee comprised, in the majority, of Incumbent Directors; but provided further, that
any such person whose initial assumption of office is in connection with an actual or threatened election contest relating to the
election of members of the Board of Directors or other actual or threatened solicitation of proxies or consents by or on behalf
of a Person other than the Board, including by reason of agreement intended to avoid or settle any such actual or threatened contest
or solicitation, shall not be considered an Incumbent Director; or


 


(iii)  the consummation
of (A) any consolidation or merger of the Company where the stockholders of the Company, immediately prior to the consolidation
or merger, would not, immediately after the consolidation or merger, beneficially own (as such term is defined in Rule 13d-3
under the Act), directly or indirectly, shares representing in the aggregate more than 50 percent of the voting shares of
the corporation issuing cash or securities in the consolidation or merger (or of its ultimate parent corporation, if any), (B) any
sale, lease, exchange or other transfer (in one transaction or a series of transactions contemplated or arranged by any party
as a single plan) of all or substantially all of the assets of the Company; or


 


(iv)  the
stockholders of the Company shall approve any plan or proposal for the liquidation or dissolution of the Company.


 


Notwithstanding the foregoing, a "Change
of Control" shall not be deemed to have occurred for purposes of the foregoing clause (i) solely as the result of an
acquisition of securities by the Company which, by reducing the number of shares of Voting Securities outstanding, increases the
proportionate number of shares of Voting Securities beneficially owned by any person to 25 percent or more of the combined
voting power of all then outstanding Voting Securities; provided, however, that if any person referred to in this sentence
shall thereafter become the beneficial owner of any additional shares of Voting Securities (other than pursuant to a stock split,
stock dividend, or similar transaction or as a result of an acquisition of securities directly from the Company), then a "Change
of Control" shall be deemed to have occurred for purposes of the foregoing clause (i).


 






    15 


     


    

 


Section 21.    GENERAL
PROVISIONS 


 


(a)    No
Distribution.     The Administrator may require each person acquiring Stock pursuant to an Award to represent
to and agree with the Company in writing that such person is acquiring the shares without a view to distribution thereof.


 


(b)    Delivery
of Stock.    Notwithstanding any provision of the Plan to the contrary, unless otherwise determined by
the Administrator or required by any applicable law, rule or regulation, any obligation set forth in the Plan pertaining to the
delivery or issuance of stock certificates evidencing shares of Stock may be satisfied by having issuance and/or ownership of such
shares recorded on the books and records of the Company (or, as applicable, its transfer agent or stock plan administrator). Stock
certificates to grantees under this Plan shall be deemed delivered for all purposes when the Company or a stock transfer agent
of the Company shall have mailed such certificates in the United States mail, addressed to the grantee, at the grantee's last known
address on file with the Company. Uncertificated Stock shall be deemed delivered for all purposes when the Company or a Stock transfer
agent of the Company shall have given to the grantee by electronic mail (with proof of receipt) or by United States mail, addressed
to the grantee, at the grantee's last known address on file with the Company, notice of issuance and recorded the issuance in its
records (which may include electronic "book entry" records). Notwithstanding anything herein to the contrary, the Company
shall not be required to issue or deliver any shares of Stock pursuant to the exercise of any Award, unless and until the Administrator
has determined, with advice of counsel (to the extent the Administrator deems such advice necessary or advisable), that the issuance
and delivery of such shares is in compliance with all applicable laws, regulations of governmental authorities and, if applicable,
the requirements of any exchange on which the shares of Stock are listed, quoted or traded. All shares of Stock delivered pursuant
to the Plan shall be subject to any stop-transfer orders and other restrictions as the Administrator deems necessary or advisable
to comply with federal, state or foreign jurisdiction, securities or other laws, rules and quotation system on which the Stock
is listed, quoted or traded. The Administrator may place legends on any Stock certificate to reference restrictions applicable
to the Stock. In addition to the terms and conditions provided herein, the Administrator may require that an individual make such
reasonable covenants, agreements, and representations as the Administrator, in its discretion, deems necessary or advisable in
order to comply with any such laws, regulations, or requirements. The Administrator shall have the right to require any individual
to comply with any timing or other restrictions with respect to the settlement or exercise of any Award, including a window-period
limitation, as may be imposed in the discretion of the Administrator.


 


(c)    Stockholder
Rights.     Until Stock is deemed delivered in accordance with Section 21(b), no right to vote or
receive dividends or any other rights of a stockholder will exist with respect to shares of Stock to be issued in connection with
an Award, notwithstanding the exercise of a Stock Option or any other action by the grantee with respect to an Award.


 


(d)    Other
Compensation Arrangements; No Employment Rights.     Nothing contained in this Plan shall prevent the Board
from adopting other or additional compensation arrangements, including trusts, and such arrangements may be either generally applicable
or applicable only in specific cases. The adoption of this Plan and the grant of Awards do not confer upon any employee any right
to continued employment with the Company or any Subsidiary.


 






    16 


     


    

 


(e)    Trading
Policy Restrictions.     Option exercises and other Awards under the Plan shall be subject to such Company's
insider trading policy and procedures, as in effect from time to time.


 


(f)    Forfeiture
of Awards under Sarbanes-Oxley Act.     If the Company is required to prepare an accounting restatement
due to the material noncompliance of the Company, as a result of misconduct, with any financial reporting requirement under the
securities laws, then any grantee who is one of the individuals subject to automatic forfeiture under Section 304 of the Sarbanes-
Oxley Act of 2002 shall reimburse the Company for the amount of any Award received by such individual under the Plan during the
12-month period following the first public issuance or filing with the United States Securities and Exchange Commission, as the
case may be, of the financial document embodying such financial reporting requirement.


 


Section 22.    EFFECTIVE
DATE OF PLAN    


 


This
amended and restated Plan shall become effective upon approval by the holders of a majority of the votes cast at a meeting of stockholders
at which a quorum is present. No grants of Stock Options and other Awards may be made hereunder after the tenth anniversary of
the Effective Date and no grants of Incentive Stock Options may be made hereunder after the tenth anniversary of the date the amended
and restated Plan is approved by the Board.


 


Section 23.    GOVERNING
LAW    


 


This
Plan and all Awards and actions taken thereunder shall be governed by, and construed in accordance with, the laws of the State
of Delaware, applied without regard to conflict of law principles.


 


ADOPTION AND APPROVAL OF PLAN (AS AMENDED
AND RESTATED):

Date Amended and Restated Plan Adopted by Board: April 17, 2015

Date Amended and Restated Plan Adopted by Stockholders/Effective Date: June 10, 2015

Date Amendment Adopted by Board: March 1, 2017

Date Amendment Adopted by Stockholders/Effective Date: June 15, 2017


 






    17 


     


    

 


AMENDMENT TO

CELLDEX THERAPEUTICS, INC.

2008 STOCK OPTION AND INCENTIVE PLAN

as amended and restated effective June 15, 2017 


 


A.    The
Celldex Therapeutics, Inc. 2008 Stock Option and Incentive Plan (the "Plan") is hereby amended by the Board of Directors
of Celldex Therapeutics, Inc. (the "Company"), subject to approval of the Company's stockholders, to among other
things, increase the aggregate number of shares authorized for issuance under the Plan by 900,000 shares of common stock, par value
$0.01 per share, of the Company, as follows:


 


1      Section 3(a)
of the Plan is hereby amended and restated in its entirety as follows:


 


"(a) Stock
Issuable.    The maximum number of shares of Stock reserved and available for issuance under the Plan shall
be 2,233,333 shares, subject to adjustment as provided in Section 3(b) (the "Share Reserve"); provided that not
more than 100,000 shares shall be issued in the form of Unrestricted Stock Awards, Restricted Stock Awards, Deferred Stock Awards
or Performance Share Awards. For purposes of this limitation, the shares of Stock underlying the Awards granted under the Plan
that are forfeited, canceled or otherwise terminated (other than by exercise) shall be added back to the shares of Stock available
for issuance under the Plan. Shares (i) tendered or withheld in payment of an Option, (ii) tendered or withheld to satisfy
any tax withholding obligation or (iii) repurchased by the Company with Option proceeds, shall not revert to or be added back
to the Share Reserve. Further, shares of Stock covered by a Stock Appreciation Right, to the extent that it is exercised and settled
in shares of Stock, and whether or not shares of Stock are actually issued to the grantee upon the exercise of the Stock Appreciation
Right, shall be considered issued or transferred pursuant to the Plan. Subject to such overall limitations, shares of Stock may
be issued up to such maximum number pursuant to any type or types of Award; provided, however, that Stock Options or Stock Appreciation
Rights with respect to no more 500,000 shares of Stock may be granted to any one individual grantee during any one calendar year
period. The shares available for issuance under the Plan may be authorized but unissued shares of Stock or shares of Stock reacquired
by the Company."


 


2      Section 21
of the Plan is hereby amended as follows to add a new subsection (g):


 


"(g) Dividends.    Notwithstanding
anything in this Plan to the contrary, the Company shall not pay dividends with respect to any unvested Award (including, without
limitation, Incentive Stock Options, Non-Qualified Stock Options, Stock Appreciation Rights, Deferred Stock Awards, Restricted
Stock Awards, Unrestricted Stock Awards, and Performance Share Awards). A Restricted Stock Award may provide that any dividends
which would otherwise be payable on Restricted Stock shall accrue on such shares of Restricted Stock and shall be payable only
upon vesting of the shares subject to the Restricted Stock Award to which they relate."


 


B.    Except
as amended herein, the Plan is confirmed in all other respects.


 


Date Amendment Adopted by the Board: March 14,
2019


Date Amendment Adopted by Stockholders/Effective
Date: June 19, 2019


 






    18 


     


    

 


AMENDMENT TO

CELLDEX THERAPEUTICS, INC.

2008 STOCK OPTION AND INCENTIVE PLAN

as amended and restated effective June 15, 2017


 


A.    The
Celldex Therapeutics, Inc. 2008 Stock Option and Incentive Plan (the "Plan") is hereby amended by the Board of Directors
of Celldex Therapeutics, Inc. (the "Company"), subject to approval of the Company's stockholders, to among other
things, increase the aggregate number of shares authorized for issuance under the Plan by 1,900,000 shares of common stock, par
value $0.001 per share, of the Company, as follows:


 


1      Section 3(a)
of the Plan is hereby amended and restated in its entirety as follows:


 


"(a) Stock Issuable.    The
maximum number of shares of Stock reserved and available for issuance under the Plan shall be 4,133,333 shares, subject to adjustment
as provided in Section 3(b) (the "Share Reserve"); provided that not more than 100,000 shares shall be issued in
the form of Unrestricted Stock Awards, Restricted Stock Awards, Deferred Stock Awards or Performance Share Awards. For purposes
of this limitation, the shares of Stock underlying the Awards granted under the Plan that are forfeited, canceled or otherwise
terminated (other than by exercise) shall be added back to the shares of Stock available for issuance under the Plan. Shares (i) tendered
or withheld in payment of an Option, (ii) tendered or withheld to satisfy any tax withholding obligation or (iii) repurchased
by the Company with Option proceeds, shall not revert to or be added back to the Share Reserve. Further, shares of Stock covered
by a Stock Appreciation Right, to the extent that it is exercised and settled in shares of Stock, and whether or not shares of
Stock are actually issued to the grantee upon the exercise of the Stock Appreciation Right, shall be considered issued or transferred
pursuant to the Plan. Subject to such overall limitations, shares of Stock may be issued up to such maximum number pursuant to
any type or types of Award; provided, however, that Stock Options or Stock Appreciation Rights with respect to no more 500,000
shares of Stock may be granted to any one individual grantee during any one calendar year period. The shares available for issuance
under the Plan may be authorized but unissued shares of Stock or shares of Stock reacquired by the Company."


 


B.    Except
as amended herein, the Plan is confirmed in all other respects.


 


Approved by the Board of Directors on March 19,
2020.


Approved
by Stockholders on June 18, 2020 


 






    19