Exhibit
10.1


 


CELSION
CORPORATION


 


SECOND
AMENDMENT TO THE 2018 STOCK INCENTIVE PLAN


 


I.
INTRODUCTION


 


1.1
Purposes. The purposes of the Celsion Corporation 2018 Stock Incentive Plan (this “Plan”) are (i)
to align the interests of the Company’s stockholders and the recipients of awards under this Plan by increasing the proprietary
interest of such recipients in the Company’s growth and success, (ii) to advance the interests of the Company by attracting
and retaining Non-Employee Directors, officers, other employees, consultants, independent contractors and agents and (iii) to
motivate such persons to act in the long-term best interests of the Company and its stockholders.


 


1.2
Certain Definitions.


 


“Affiliate”
shall mean any entity other than a Subsidiary, if the Company and/or one or more Subsidiaries own directly or indirectly not less
than fifty percent (50%) of such entity.


 


“Agreement”
shall mean the written or electronic agreement evidencing an award hereunder between the Company and the recipient of such award.


 


“Board”
shall mean the Board of Directors of the Company.


 


“Change
in Control” shall have the meaning set forth in Section 5.8(b).


 


“Code”
shall mean the Internal Revenue Code of 1986, as amended.


 


“Committee”
shall mean the Compensation Committee of the Board, or a subcommittee thereof, or such other committee designated by the Board,
in each case, consisting of two or more members of the Board, each of whom is intended to be (i) a “Non-Employee Director”
within the meaning of Rule 16b-3 under the Exchange Act and (ii) “independent” within the meaning of the rules of
the Nasdaq Capital Market or, if the Common Stock is not listed on the Nasdaq Capital Market, within the meaning of the rules
of the principal stock exchange on which the Common Stock is then traded.


 


“Common
Stock” shall mean the common stock, par value $0.01 per share, of the Company, and all rights appurtenant thereto.


 


“Company”
shall mean Celsion Corporation, a corporation organized under the laws of the State of Delaware, or any successor thereto.


 


“Effective
Date” shall have the meaning set forth in Section 5.1.


 


“Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended.


 


“Fair
Market Value” shall mean the closing transaction price of a share of Common Stock as reported on the Nasdaq Capital
Market on the date as of which such value is being determined or, if the Common Stock is not listed on the Nasdaq Capital Market,
the closing transaction price of a share of Common Stock on the principal national stock exchange on which the Common Stock is
traded on the date as of which such value is being determined or, if there shall be no reported transactions for such date, on
the next preceding date for which transactions were reported; provided, however, that if the Common Stock is not
listed on a national stock exchange or if Fair Market Value for any date cannot be so determined, Fair Market Value shall be determined
by the Committee by whatever means or method as the Committee, in the good faith exercise of its discretion, shall at such time
deem appropriate and in compliance with Section 409A of the Code.


 


“Free-Standing
SAR” shall mean an SAR which is not granted in tandem with, or by reference to, an option, which entitles the holder
thereof to receive, upon exercise, shares of Common Stock (which may be Restricted Stock) or, to the extent set forth in the applicable
Agreement, cash or a combination thereof, with an aggregate value equal to the excess of the Fair Market Value of one share of
Common Stock on the date of exercise over the base price of such SAR, multiplied by the number of such SARs which are exercised.


 




    	 



    	 



    

 


“Incentive
Stock Option” shall mean an option to purchase shares of Common Stock that meets the requirements of Section 422 of
the Code, or any successor provision, which is intended by the Committee to constitute an Incentive Stock Option.


 


“Incumbent
Board” shall have the meaning set forth in Section 5.8(b).


 


“Non-Employee
Director” shall mean any director of the Company who is not an officer or employee of the Company or any Affiliate or
Subsidiary.


 


“Nonqualified
Stock Option” shall mean an option to purchase shares of Common Stock which is not an Incentive Stock Option.


 


“Other
Stock Award” shall mean an award granted pursuant to Section 3.4 of the Plan.


 


“Performance
Award” shall mean a right to receive an amount of cash, Common Stock, or a combination of both, contingent upon the
attainment of specified Performance Measures within a specified Performance Period.


 


“Performance
Measures” shall mean the criteria and objectives, established by the Committee, which shall be satisfied or met (i)
as a condition to the grant or exercisability of all or a portion of an option or SAR or (ii) during the applicable Restriction
Period or Performance Period as a condition to the vesting of the holder’s interest, in the case of a Restricted Stock Award,
of the shares of Common Stock subject to such award, or, in the case of a Restricted Stock Unit Award, Other Stock Award or Performance
Award, to the holder’s receipt of the shares of Common Stock subject to such award or of payment with respect to such award.


 


“Performance
Period” shall mean any period designated by the Committee during which (i) the Performance Measures applicable to an
award shall be measured and (ii) the conditions to vesting applicable to an award shall remain in effect.


 


“Prior
Plan” shall mean the Celsion Corporation 2007 Stock Incentive Plan and each other equity plan maintained by the Company
under which awards are outstanding as of the effective date of this Plan.


 


“Restricted
Stock” shall mean shares of Common Stock which are subject to a Restriction Period and which may, in addition thereto,
be subject to the attainment of specified Performance Measures within a specified Performance Period.


 


“Restricted
Stock Award” shall mean an award of Restricted Stock under this Plan.


 


“Restricted
Stock Unit” shall mean a right to receive one share of Common Stock or, in lieu thereof and to the extent set forth
in the applicable Agreement, the Fair Market Value of such share of Common Stock in cash, which shall be contingent upon the expiration
of a specified Restriction Period and which may, in addition thereto, be contingent upon the attainment of specified Performance
Measures within a specified Performance Period.


 


“Restricted
Stock Unit Award” shall mean an award of Restricted Stock Units under this Plan.


 


“Restriction
Period” shall mean any period designated by the Committee during which (i) the Common Stock subject to a Restricted
Stock Award may not be sold, transferred, assigned, pledged, hypothecated or otherwise encumbered or disposed of, except as provided
in this Plan or the Agreement relating to such award, or (ii) the conditions to vesting applicable to a Restricted Stock Unit
Award or Other Stock Award shall remain in effect.


 


“SAR”
shall mean a stock appreciation right which may be a Free-Standing SAR or a Tandem SAR.


 


“Stock
Award” shall mean a Restricted Stock Award, Restricted Stock Unit Award or Other Stock Award.


 


“Subsidiary”
and “Subsidiaries” shall mean only a company or companies, whether now or hereafter existing, within the meaning
of the definition of “subsidiary company” provided in Section 424(f) of the Code, or any successor thereto of similar
import.


 


“Substitute
Award” shall mean an award granted under this Plan upon the assumption of, or in substitution for, outstanding equity
awards previously granted by a company or other entity in connection with a corporate transaction, including a merger, combination,
consolidation or acquisition of property or stock; provided, however, that in no event shall the term “Substitute
Award” be construed to refer to an award made in connection with the cancellation and repricing of an option or SAR.


 


“Tandem
SAR” shall mean an SAR which is granted in tandem with, or by reference to, an option (including a Nonqualified Stock
Option granted prior to the date of grant of the SAR), which entitles the holder thereof to receive, upon exercise of such SAR
and surrender for cancellation of all or a portion of such option, shares of Common Stock (which may be Restricted Stock) or,
to the extent set forth in the applicable Agreement, cash or a combination thereof, with an aggregate value equal to the excess
of the Fair Market Value of one share of Common Stock on the date of exercise over the base price of such SAR, multiplied by the
number of shares of Common Stock subject to such option, or portion thereof, which is surrendered.


 




    	 



     


    

 


“Tax
Date” shall have the meaning set forth in Section 5.5.


 


“Ten
Percent Holder” shall have the meaning set forth in Section 2.1(a).


 


1.3
Administration. This Plan shall be administered by the Committee except to the extent the Board elects to administer
the Plan, in which case references herein to the “Committee” shall be deemed to include references to the “Board.”
Any one or a combination of the following awards may be made under this Plan to eligible persons: (i) options to purchase shares
of Common Stock in the form of Incentive Stock Options or Nonqualified Stock Options; (ii) SARs in the form of Tandem SARs or
Free-Standing SARs; (iii) Stock Awards in the form of Restricted Stock, Restricted Stock Units or Other Stock Awards; and (iv)
Performance Awards. The Committee shall, subject to the terms of this Plan, select eligible persons for participation in this
Plan and determine the form, amount and timing of each award to such persons and, if applicable, the number of shares of Common
Stock subject to an award, the number of SARs, the number of Restricted Stock Units, the dollar value subject to a Performance
Award, the purchase price or base price associated with the award, the time and conditions of exercise or settlement of the award
and all other terms and conditions of the award, including, without limitation, the form of the Agreement evidencing the award.
The Committee may, in its sole discretion and for any reason at any time, take action such that (i) any or all outstanding options
and SARs shall become exercisable in part or in full, (ii) all or a portion of the Restriction Period applicable to any outstanding
awards shall lapse, (iii) all or a portion of the Performance Period applicable to any outstanding awards shall lapse and (iv)
the Performance Measures (if any) applicable to any outstanding awards shall be deemed to be satisfied at the target, maximum
or any other level. The Committee shall, subject to the terms of this Plan, interpret this Plan and the application thereof, establish
rules and regulations it deems necessary or desirable for the administration of this Plan and may impose, incidental to the grant
of an award, conditions with respect to the award, such as limiting competitive employment or other activities. All such interpretations,
rules, regulations and conditions shall be conclusive and binding on all parties.


 


The
Committee may delegate some or all of its power and authority hereunder to the Board (or any members thereof) or, subject to applicable
law, to a subcommittee of the Board, a member of the Board, the Chief Executive Officer or other executive officer of the Company
as the Committee deems appropriate; provided, however, that the Committee may not delegate its power and authority
to a member of the Board, the Chief Executive Officer or other executive officer of the Company with regard to the selection for
participation in this Plan of an officer, director or other person subject to Section 16 of the Exchange Act or decisions concerning
the timing, pricing or amount of an award to such an officer, director or other person.


 


No
member of the Board or Committee, and neither the Chief Executive Officer nor any other executive officer to whom the Committee
delegates any of its power and authority hereunder, shall be liable for any act, omission, interpretation, construction or determination
made in connection with this Plan in good faith, and the members of the Board and the Committee and the Chief Executive Officer
or other executive officer shall be entitled to indemnification and reimbursement by the Company in respect of any claim, loss,
damage or expense (including attorneys’ fees) arising therefrom to the full extent permitted by law (except as otherwise
may be provided in the Company’s Certificate of Incorporation and/or By-laws) and under any directors’ and officers’
liability insurance that may be in effect from time to time.


 


1.4
Eligibility. Participants in this Plan shall consist of such officers, other employees, Non-Employee Directors, consultants,
independent contractors, agents, and persons expected to become officers, other employees, Non-Employee Directors, consultants,
independent contractors and agents of the Company and its Affiliates and Subsidiaries as the Committee in its sole discretion
may select from time to time. The Committee’s selection of a person to participate in this Plan at any time shall not require
the Committee to select such person to participate in this Plan at any other time. Except as otherwise provided for in an Agreement,
for purposes of this Plan, references to employment by the Company shall also mean employment by an Affiliate or Subsidiary, and
references to employment shall include service as a Non-Employee Director, consultant, independent contractor or agent. The Committee
shall determine, in its sole discretion, the extent to which a participant shall be considered employed during an approved leave
of absence.


 


1.5
Shares Available. Subject to adjustment as provided in Section 5.7 and to all other limits set forth in this
Plan, the number of shares of Common Stock available for all awards under this Plan, other than Substitute Awards, shall equal
6,651,038 which is the sum of (i) 4,151,038 shares of Common Stock subject to outstanding awards and (ii) the 2,524,152 shares
of Common Stock that remain available for future grants under this Plan and the Celsion Corporation 2007 Stock Incentive Plan
as of the Effective Date. All of the shares available under the Plan may be issued under the Plan in connection with Incentive
Stock Options. To the extent the Company grants an award under the Plan, the number of shares of Common Stock that remain available
for future grants under the Plan shall be reduced by an amount equal to the number of shares subject to such award.


 




    	 	 	 



     


    

 


To
the extent that shares of Common Stock subject to an outstanding option, SAR, Stock Award or Performance Award granted under the
Plan or a similar type of award granted under the Prior Plan, other than Substitute Awards, are not issued or delivered by reason
of (i) the expiration, termination, cancellation or forfeiture of such award (excluding shares subject to an option cancelled
upon settlement in shares of a related Tandem SAR or shares subject to a Tandem SAR cancelled upon exercise of a related option)
or (ii) the settlement of such award in cash, then such shares of Common Stock shall again be available under this Plan; provided,
however, that shares of Common Stock subject to an award under this Plan or a Prior Plan shall not again be available for
issuance under this Plan if such shares are (x) shares that were subject to an option or stock-settled SAR and were not issued
or delivered upon the net settlement or net exercise of such option or SAR, (y) shares delivered to or withheld by the Company
to pay the purchase price or the withholding taxes related to an outstanding award or (z) shares repurchased by the Company on
the open market with the proceeds of an option exercise.


 


The
number of shares of Common Stock available for awards under this Plan shall not be reduced by (i) the number of shares of Common
Stock subject to Substitute Awards or (ii) available shares under a stockholder approved plan of a company or other entity which
was a party to a corporate transaction with the Company (as appropriately adjusted to reflect such corporate transaction) which
become subject to awards granted under this Plan (subject to applicable stock exchange requirements).


 


Shares
of Common Stock to be delivered under this Plan shall be made available from authorized and unissued shares of Common Stock, or
authorized and issued shares of Common Stock reacquired and held as treasury shares or otherwise or a combination thereof.


 


II.
STOCK OPTIONS AND STOCK APPRECIATION RIGHTS


 


2.1
Stock Options. The Committee may, in its discretion, grant options to purchase shares of Common Stock to such eligible
persons as may be selected by the Committee. Each option, or portion thereof, that is not an Incentive Stock Option, shall be
a Nonqualified Stock Option. To the extent that the aggregate Fair Market Value (determined as of the date of grant) of shares
of Common Stock with respect to which options designated as Incentive Stock Options are exercisable for the first time by a participant
during any calendar year (under this Plan or any other plan of the Company, or any parent or Subsidiary) exceeds the amount (currently
$100,000) established by the Code, such options shall constitute Nonqualified Stock Options.


 


Options
shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent
with the terms of this Plan, as the Committee shall deem advisable:


 


(a)
Number of Shares and Purchase Price. The number of shares of Common Stock subject to an option and the purchase price per
share of Common Stock purchasable upon exercise of the option shall be determined by the Committee; provided, however,
that the purchase price per share of Common Stock purchasable upon exercise of an option shall not be less than 100% of the Fair
Market Value of a share of Common Stock on the date of grant of such option; provided further, that if an Incentive Stock
Option shall be granted to any person who, at the time such option is granted, owns capital stock possessing more than 10 percent
of the total combined voting power of all classes of capital stock of the Company (or of any parent or Subsidiary) (a “Ten
Percent Holder”), the purchase price per share of Common Stock shall not be less than the price (currently 110% of Fair
Market Value) required by the Code in order to constitute an Incentive Stock Option.


 


Notwithstanding
the foregoing, in the case of an option that is a Substitute Award, the purchase price per share of the shares subject to such
option may be less than 100% of the Fair Market Value per share on the date of grant, provided, that the excess of: (a) the aggregate
Fair Market Value (as of the date such Substitute Award is granted) of the shares subject to the Substitute Award, over (b) the
aggregate purchase price thereof does not exceed the excess of: (x) the aggregate fair market value (as of the time immediately
preceding the transaction giving rise to the Substitute Award, such fair market value to be determined by the Committee) of the
shares of the predecessor company or other entity that were subject to the grant assumed or substituted for by the Company, over
(y) the aggregate purchase price of such shares.


 


(b)
Option Period and Exercisability. The period during which an option may be exercised shall be determined by the Committee;
provided, however, that no option shall be exercised later than ten years after its date of grant; provided further,
that if an Incentive Stock Option shall be granted to a Ten Percent Holder, such option shall not be exercised later than five
years after its date of grant. The Committee may, in its discretion, establish Performance Measures which shall be satisfied or
met as a condition to the grant of an option or to the exercisability of all or a portion of an option. The Committee shall determine
whether an option shall become exercisable in cumulative or non-cumulative installments and in part or in full at any time. An
exercisable option, or portion thereof, may be exercised only with respect to whole shares of Common Stock.


 


(c)
Method of Exercise. An option may be exercised (i) by giving written notice to the Company specifying the number of whole
shares of Common Stock to be purchased and accompanying such notice with payment therefor in full (or arrangement made for such
payment to the Company’s satisfaction) either (A) in cash, (B) by delivery (either actual delivery or by attestation procedures
established by the Company) of shares of Common Stock having a Fair Market Value, determined as of the date of exercise, equal
to the aggregate purchase price payable by reason of such exercise, (C) authorizing the Company to withhold whole shares of Common
Stock which would otherwise be delivered having an aggregate Fair Market Value, determined as of the date of exercise, equal to
the amount necessary to satisfy such obligation, (D) in cash by a broker-dealer acceptable to the Company to whom the participant
has submitted an irrevocable notice of exercise or (E) a combination of (A), (B) and (C), in each case to the extent set forth
in the Agreement relating to the option, (ii) if applicable, by surrendering to the Company any Tandem SARs which are cancelled
by reason of the exercise of the option and (iii) by executing such documents as the Company may reasonably request. Any fraction
of a share of Common Stock which would be required to pay such purchase price shall be disregarded and the remaining amount due
shall be paid in cash by the participant. No shares of Common Stock shall be issued and no certificate representing Common Stock
shall be delivered until the full purchase price therefor and any withholding taxes thereon, as described in Section 5.5,
have been paid (or arrangement made for such payment to the Company’s satisfaction).


 




    	 



     


    

 


2.2
Stock Appreciation Rights. The Committee may, in its discretion, grant SARs to such eligible persons as may be selected
by the Committee. The Agreement relating to an SAR shall specify whether the SAR is a Tandem SAR or a Free-Standing SAR.


 


SARs
shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent
with the terms of this Plan, as the Committee shall deem advisable:


 


(a)
Number of SARs and Base Price. The number of SARs subject to an award shall be determined by the Committee. Any Tandem
SAR related to an Incentive Stock Option shall be granted at the same time that such Incentive Stock Option is granted. The base
price of a Tandem SAR shall be the purchase price per share of Common Stock of the related option. The base price of a Free-Standing
SAR shall be determined by the Committee; provided, however, that such base price shall not be less than 100% of
the Fair Market Value of a share of Common Stock on the date of grant of such SAR (or, if earlier, the date of grant of the option
for which the SAR is exchanged or substituted).


 


Notwithstanding
the foregoing, in the case of an SAR that is a Substitute Award, the base price per share of the shares subject to such SAR may
be less than 100% of the Fair Market Value per share on the date of grant, provided, that the excess of: (a) the aggregate Fair
Market Value (as of the date such Substitute Award is granted) of the shares subject to the Substitute Award, over (b) the aggregate
base price thereof does not exceed the excess of: (x) the aggregate fair market value (as of the time immediately preceding the
transaction giving rise to the Substitute Award, such fair market value to be determined by the Committee) of the shares of the
predecessor company or other entity that were subject to the grant assumed or substituted for by the Company, over (y) the aggregate
base price of such shares.


 


(b)
Exercise Period and Exercisability. The period for the exercise of an SAR shall be determined by the Committee; provided,
however, that (i) no Tandem SAR shall be exercised later than the expiration, cancellation, forfeiture or other termination
of the related option and (ii) no Free-Standing SAR shall be exercised later than ten years after its date of grant. The Committee
may, in its discretion, establish Performance Measures which shall be satisfied or met as a condition to the grant of an SAR or
to the exercisability of all or a portion of an SAR. The Committee shall determine whether an SAR may be exercised in cumulative
or non-cumulative installments and in part or in full at any time. An exercisable SAR, or portion thereof, may be exercised, in
the case of a Tandem SAR, only with respect to whole shares of Common Stock and, in the case of a Free-Standing SAR, only with
respect to a whole number of SARs. If an SAR is exercised for shares of Restricted Stock, a certificate or certificates representing
such Restricted Stock shall be issued in accordance with Section 3.2(c), or such shares shall be transferred to the holder
in book entry form with restrictions on the shares duly noted, and the holder of such Restricted Stock shall have such rights
of a stockholder of the Company as determined pursuant to Section 3.2(d). Prior to the exercise of a stock-settled SAR,
the holder of such SAR shall have no rights as a stockholder of the Company with respect to the shares of Common Stock subject
to such SAR.


 


(c)
Method of Exercise. A Tandem SAR may be exercised (i) by giving written notice to the Company specifying the number of
whole SARs which are being exercised, (ii) by surrendering to the Company any options which are cancelled by reason of the exercise
of the Tandem SAR and (iii) by executing such documents as the Company may reasonably request. A Free-Standing SAR may be exercised
(A) by giving written notice to the Company specifying the whole number of SARs which are being exercised and (B) by executing
such documents as the Company may reasonably request. No shares of Common Stock shall be issued and no certificate representing
Common Stock shall be delivered until any withholding taxes thereon, as described in Section 5.5, have been paid (or arrangement
made for such payment to the Company’s satisfaction).


 


2.3
Termination of Employment or Service. All of the terms relating to the exercise, cancellation or other disposition
of an option or SAR (i) upon a termination of employment with or service to the Company of the holder of such option or SAR, as
the case may be, whether by reason of disability, retirement, death or any other reason, or (ii) during a paid or unpaid leave
of absence, shall be determined by the Committee and set forth in the applicable award Agreement.


 


2.4
No Repricing. The Committee shall not, without the approval of the stockholders of the Company, (i) reduce the purchase
price or base price of any previously granted option or SAR, (ii) cancel any previously granted option or SAR in exchange for
another option or SAR with a lower purchase price or base price or (iii) cancel any previously granted option or SAR in exchange
for cash or another award if the purchase price of such option or the base price of such SAR exceeds the Fair Market Value of
a share of Common Stock on the date of such cancellation, in each case, other than in connection with a Change in Control or the
adjustment provisions set forth in Section 5.7.


 




    	 	 	 



     


    

 


2.5
No Dividend Equivalents. Notwithstanding anything in an Agreement to the contrary, the holder of an option or SAR shall
not be entitled to receive dividend equivalents with respect to the number of shares of Common Stock subject to such option or
SAR.


 


III.
STOCK AWARDS


 


3.1
Stock Awards. The Committee may, in its discretion, grant Stock Awards to such eligible persons as may be selected
by the Committee. The Agreement relating to a Stock Award shall specify whether the Stock Award is a Restricted Stock Award, a
Restricted Stock Unit Award or, in the case of an Other Stock Award, the type of award being granted.


 


3.2
Terms of Restricted Stock Awards. Restricted Stock Awards shall be subject to the following terms and conditions and
shall contain such additional terms and conditions, not inconsistent with the terms of this Plan, as the Committee shall deem
advisable.


 


(a)
Number of Shares and Other Terms. The number of shares of Common Stock subject to a Restricted Stock Award and the Restriction
Period, Performance Period (if any) and Performance Measures (if any) applicable to a Restricted Stock Award shall be determined
by the Committee.


 


(b)
Vesting and Forfeiture. The Agreement relating to a Restricted Stock Award shall provide, in the manner determined by the
Committee, in its discretion, and subject to the provisions of this Plan, for the vesting of the shares of Common Stock subject
to such award (i) if the holder of such award remains continuously in the employment of the Company during the specified Restriction
Period and (ii) if specified Performance Measures (if any) are satisfied or met during a specified Performance Period, and for
the forfeiture of the shares of Common Stock subject to such award (x) if the holder of such award does not remain continuously
in the employment of the Company during the specified Restriction Period or (y) if specified Performance Measures (if any) are
not satisfied or met during a specified Performance Period.


 


(c)
Stock Issuance. During the Restriction Period, the shares of Restricted Stock shall be held by a custodian in book entry
form with restrictions on such shares duly noted or, alternatively, a certificate or certificates representing a Restricted Stock
Award shall be registered in the holder’s name and may bear a legend, in addition to any legend which may be required pursuant
to Section 5.6, indicating that the ownership of the shares of Common Stock represented by such certificate is subject
to the restrictions, terms and conditions of this Plan and the Agreement relating to the Restricted Stock Award. All such certificates
shall be deposited with the Company, together with stock powers or other instruments of assignment (including a power of attorney),
each endorsed in blank with a guarantee of signature if deemed necessary or appropriate, which would permit transfer to the Company
of all or a portion of the shares of Common Stock subject to the Restricted Stock Award in the event such award is forfeited in
whole or in part. Upon termination of any applicable Restriction Period (and the satisfaction or attainment of applicable Performance
Measures), subject to the Company’s right to require payment of any taxes in accordance with Section 5.5, the restrictions
shall be removed from the requisite number of any shares of Common Stock that are held in book entry form, and all certificates
evidencing ownership of the requisite number of shares of Common Stock shall be delivered to the holder of such award.


 


(d)
Rights with Respect to Restricted Stock Awards. Unless otherwise set forth in the Agreement relating to a Restricted Stock
Award, and subject to the terms and conditions of a Restricted Stock Award, the holder of such award shall have all rights as
a stockholder of the Company, including, but not limited to, voting rights, the right to receive dividends and the right to participate
in any capital adjustment applicable to all holders of Common Stock; provided, however, that a distribution or dividend
with respect to shares of Common Stock, including a regular cash dividend, shall be deposited with the Company and shall be subject
to the same restrictions as the shares of Common Stock with respect to which such distribution or dividend was made.


 


3.3
Terms of Restricted Stock Unit Awards. Restricted Stock Unit Awards shall be subject to the following terms and conditions
and shall contain such additional terms and conditions, not inconsistent with the terms of this Plan, as the Committee shall deem
advisable.


 


(a)
Number of Shares and Other Terms. The number of shares of Common Stock subject to a Restricted Stock Unit Award, including
the number of shares that are earned upon the attainment of any specified Performance Measures, and the Restriction Period, Performance
Period (if any) and Performance Measures (if any) applicable to a Restricted Stock Unit Award shall be determined by the Committee.


 


(b)
Vesting and Forfeiture. The Agreement relating to a Restricted Stock Unit Award shall provide, in the manner determined
by the Committee, in its discretion, and subject to the provisions of this Plan, for the vesting of such Restricted Stock Unit
Award (i) if the holder of such award remains continuously in the employment of the Company during the specified Restriction Period
and (ii) if specified Performance Measures (if any) are satisfied or met during a specified Performance Period, and for the forfeiture
of the shares of Common Stock subject to such award (x) if the holder of such award does not remain continuously in the employment
of the Company during the specified Restriction Period or (y) if specified Performance Measures (if any) are not satisfied or
met during a specified Performance Period.


 




    	 	 	 



     


    

 


(c)
Settlement of Vested Restricted Stock Unit Awards. The Agreement relating to a Restricted Stock Unit Award shall specify
(i) whether such award may be settled in shares of Common Stock or cash or a combination thereof and (ii) whether the holder thereof
shall be entitled to receive, on a deferred basis, dividend equivalents, and, if determined by the Committee, interest on, or
the deemed reinvestment of, any deferred dividend equivalents, with respect to the number of shares of Common Stock subject to
such award. Any dividend equivalents with respect to Restricted Stock Units that are subject to vesting conditions shall be subject
to the same restrictions as such Restricted Stock Units. Prior to the settlement of a Restricted Stock Unit Award, the holder
of such award shall have no rights as a stockholder of the Company with respect to the shares of Common Stock subject to such
award.


 


3.4
Other Stock Awards. Subject to the limitations set forth in the Plan, the Committee is authorized to grant other awards
that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, shares
of Common Stock, including without limitation shares of Common Stock granted as a bonus and not subject to any vesting conditions,
dividend equivalents, deferred stock units, stock purchase rights and shares of Common Stock issued in lieu of obligations of
the Company to pay cash under any compensatory plan or arrangement, subject to such terms as shall be determined by the Committee.
The Committee shall determine the terms and conditions of such awards, which may include the right to elective deferral thereof,
subject to such terms and conditions as the Committee may specify in its discretion.


 


3.5
Termination of Employment or Service. All of the terms relating to the satisfaction of Performance Measures and the
termination of the Restriction Period or Performance Period relating to a Stock Award, or any forfeiture and cancellation of such
award (i) upon a termination of employment with or service to the Company of the holder of such award, whether by reason of disability,
retirement, death or any other reason, or (ii) during a paid or unpaid leave of absence, shall be determined by the Committee
and set forth in the applicable award Agreement.


 


IV.
PERFORMANCE AWARDS


 


4.1
Performance Awards. The Committee may, in its discretion, grant Performance Awards to such eligible persons as may
be selected by the Committee.


 


4.2
Terms of Performance Awards. Performance Awards shall be subject to the following terms and conditions and shall contain
such additional terms and conditions, not inconsistent with the terms of this Plan, as the Committee shall deem advisable.


 


(a)
Value of Performance Awards and Performance Measures. The method of determining the value of the Performance Award and
the Performance Measures and Performance Period applicable to a Performance Award shall be determined by the Committee.


 


(b)
Vesting and Forfeiture. The Agreement relating to a Performance Award shall provide, in the manner determined by the Committee,
in its discretion, and subject to the provisions of this Plan, for the vesting of such Performance Award if the specified Performance
Measures are satisfied or met during the specified Performance Period and for the forfeiture of such award if the specified Performance
Measures are not satisfied or met during the specified Performance Period.


 


(c)
Settlement of Vested Performance Awards. The Agreement relating to a Performance Award shall specify whether such award
may be settled in shares of Common Stock (including shares of Restricted Stock) or cash or a combination thereof. If a Performance
Award is settled in shares of Restricted Stock, such shares of Restricted Stock shall be issued to the holder in book entry form
or a certificate or certificates representing such Restricted Stock shall be issued in accordance with Section 3.2(c) and
the holder of such Restricted Stock shall have such rights as a stockholder of the Company as determined pursuant to Section
3.2(d). Any dividends or dividend equivalents with respect to a Performance Award shall be subject to the same restrictions
as such Performance Award. Prior to the settlement of a Performance Award in shares of Common Stock, including Restricted Stock,
the holder of such award shall have no rights as a stockholder of the Company.


 


4.3
Termination of Employment or Service. All of the terms relating to the satisfaction of Performance Measures and the
termination of the Performance Period relating to a Performance Award, or any forfeiture and cancellation of such award (i) upon
a termination of employment with or service to the Company of the holder of such award, whether by reason of disability, retirement,
death or any other reason, or (ii) during a paid or unpaid leave of absence, shall be determined by the Committee and set forth
in the applicable award Agreement.


 


V.
GENERAL


 


5.1
Effective Date and Term of Plan. This Plan shall be submitted to the stockholders of the Company for approval at the
Company’s 2018 annual meeting of stockholders and, if approved by the affirmative vote of a majority of the shares of Common
Stock present in person or represented by proxy at such annual meeting of stockholders, shall become effective as of the date
on which the Plan was approved by stockholders (the “Effective Date”). This Plan shall terminate as of the
first annual meeting of the Company’s stockholders to occur on or after the tenth anniversary of its Effective Date, unless
terminated earlier by the Board. Termination of this Plan shall not affect the terms or conditions of any award granted prior
to termination.


 




    	 	 	 



     


    

 


Awards
hereunder may be made at any time prior to the termination of this Plan, provided that no Incentive Stock Option may be granted
later than ten years after the date on which the Plan was approved by the Board. In the event that this Plan is not approved by
the stockholders of the Company, this Plan and any awards hereunder shall be void and of no force or effect.


 


5.2
Amendments. The Board may amend this Plan as it shall deem advisable; provided, however, that no amendment
to the Plan shall be effective without the approval of the Company’s stockholders if (i) stockholder approval is required
by applicable law, rule or regulation, including any rule of the Nasdaq Capital Market or any other stock exchange on which the
Common Stock is then traded, or (ii) such amendment seeks to modify Section 2.4 hereof; provided further, that no
amendment may materially impair the rights of a holder of an outstanding award without the consent of such holder.


 


5.3
Agreement. Each award under this Plan shall be evidenced by an Agreement setting forth the terms and conditions applicable
to such award. No award shall be valid until an Agreement is executed by the Company and, to the extent required by the Company,
executed or electronically accepted by the recipient of such award. Upon such execution or acceptance and delivery of the Agreement
to the Company within the time period specified by the Company, such award shall be effective as of the effective date set forth
in the Agreement.


 


5.4
Non-Transferability. No award shall be transferable other than by will, the laws of descent and distribution or pursuant
to beneficiary designation procedures approved by the Company or, to the extent expressly permitted in the Agreement relating
to such award, to the holder’s family members, a trust or entity established by the holder for estate planning purposes,
a charitable organization designated by the holder or pursuant to a domestic relations order, in each case, without consideration.
Except to the extent permitted by the foregoing sentence or the Agreement relating to an award, each award may be exercised or
settled during the holder’s lifetime only by the holder or the holder’s legal representative or similar person. Except
as permitted by the second preceding sentence, no award may be sold, transferred, assigned, pledged, hypothecated, encumbered
or otherwise disposed of (whether by operation of law or otherwise) or be subject to execution, attachment or similar process.
Upon any attempt to so sell, transfer, assign, pledge, hypothecate, encumber or otherwise dispose of any award, such award and
all rights thereunder shall immediately become null and void.


 


5.5
Tax Withholding. The Company shall have the right to require, prior to the issuance or delivery of any shares of Common
Stock or the payment of any cash pursuant to an award made hereunder, payment by the holder of such award of any federal, state,
local or other taxes which may be required to be withheld or paid in connection with such award. An Agreement may provide that
(i) the Company shall withhold whole shares of Common Stock which would otherwise be delivered to a holder, having an aggregate
Fair Market Value determined as of the date the obligation to withhold or pay taxes arises in connection with an award (the “Tax
Date”), or withhold an amount of cash which would otherwise be payable to a holder, in the amount necessary to satisfy
any such obligation or (ii) the holder may satisfy any such obligation by any of the following means (or by other means that the
Committee deems appropriate): (A) a cash payment or delivery of cash equivalents to the Company; (B) delivery (either actual delivery
or by attestation procedures established by the Company) to the Company of previously owned whole shares of Common Stock having
an aggregate Fair Market Value, determined as of the Tax Date, equal to the amount necessary to satisfy any such obligation; (C)
authorizing the Company to withhold whole shares of Common Stock which would otherwise be delivered having an aggregate Fair Market
Value, determined as of the Tax Date, or withhold an amount of cash which would otherwise be payable to a holder, in either case
equal to the amount necessary to satisfy any such obligation; (D) in the case of the exercise of an option, a cash payment by
a broker-dealer acceptable to the Company to whom the participant has submitted an irrevocable notice of exercise or (E) any combination
of (A), (B) and (C), in each case to the extent set forth in the Agreement relating to the award. Shares of Common Stock to be
delivered or withheld may not have an aggregate Fair Market Value in excess of the amount determined by applying the minimum statutory
withholding rate (or, if permitted by the Company, such other rate as will not cause adverse accounting consequences under the
accounting rules then in effect, and is permitted under applicable IRS withholding rules). Any fraction of a share of Common Stock
which would be required to satisfy such an obligation shall be disregarded and the remaining amount due shall be paid in cash
by the holder.


 


5.6
Restrictions on Shares. Each award made hereunder shall be subject to the requirement that if at any time the Company
determines that the listing, registration or qualification of the shares of Common Stock subject to such award upon any securities
exchange or under any law, or the consent or approval of any governmental body, or the taking of any other action is necessary
or desirable as a condition of, or in connection with, the delivery of shares thereunder, such shares shall not be delivered unless
such listing, registration, qualification, consent, approval or other action shall have been effected or obtained, free of any
conditions not acceptable to the Company. The Company may require that certificates evidencing shares of Common Stock delivered
pursuant to any award made hereunder bear a legend indicating that the sale, transfer or other disposition thereof by the holder
is prohibited except in compliance with the Securities Act of 1933, as amended, and the rules and regulations thereunder.


 




    	 	 	 



     


    

 


5.7
Adjustment. In the event of any equity restructuring (within the meaning of Financial Accounting Standards Board Accounting
Standards Codification Topic 718, Compensation—Stock Compensation or any successor or replacement accounting standard) that
causes the per share value of shares of Common Stock to change, such as a stock dividend, stock split, spinoff, rights offering
or recapitalization through an extraordinary cash dividend, the number and class of securities available under this Plan, the
terms of each outstanding option and SAR (including the number and class of securities subject to each outstanding option or SAR
and the purchase price or base price per share), the terms of each outstanding Stock Award (including the number and class of
securities subject thereto), the terms of each outstanding Performance Award (including the number and class of securities subject
thereto, if applicable) shall be appropriately adjusted by the Committee, such adjustments to be made in the case of outstanding
options and SARs in accordance with Section 409A of the Code. In the event of any other change in corporate capitalization, including
a merger, consolidation, reorganization, or partial or complete liquidation of the Company, such equitable adjustments described
in the foregoing sentence may be made as determined to be appropriate and equitable by the Committee to prevent dilution or enlargement
of rights of participants. In either case, the decision of the Committee regarding any such adjustment shall be final, binding
and conclusive.


 


5.8
Change in Control.


 


(a)
Subject to the terms of the applicable award Agreements, in the event of a “Change in Control,” the Board, as constituted
prior to the Change in Control, may, in its discretion:


 


	 	(1)	require
    that (i) some or all outstanding options and SARs shall become exercisable in full or in part, either immediately or upon
    a subsequent termination of employment, (ii) the Restriction Period applicable to some or all outstanding Stock Awards shall
    lapse in full or in part, either immediately or upon a subsequent termination of employment, (iii) the Performance Period
    applicable to some or all outstanding awards shall lapse in full or in part, and (iv) the Performance Measures applicable
    to some or all outstanding awards shall be deemed to be satisfied at the target, maximum or any other level;
	 	 	 
	 	(2)	require
    that shares of capital stock of the corporation resulting from or succeeding to the business of the Company pursuant to such
    Change in Control, or a parent corporation thereof, be substituted for some or all of the shares of Common Stock subject to
    an outstanding award, with an appropriate and equitable adjustment to such award as determined by the Board in accordance
    with Section 5.7; and/or
	 	 	 
	 	(3)	require
    outstanding awards, in whole or in part, to be surrendered to the Company by the holder, and to be immediately cancelled by
    the Company, and to provide for the holder to receive (i) a cash payment in an amount equal to (A) in the case of an option
    or an SAR, the aggregate number of shares of Common Stock then subject to the portion of such option or SAR surrendered, whether
    or not vested or exercisable, multiplied by the excess, if any, of the Fair Market Value of a share of Common Stock as of
    the date of the Change in Control, over the purchase price or base price per share of Common Stock subject to such option
    or SAR, (B) in the case of a Stock Award or a Performance Award denominated in shares of Common Stock, the number of shares
    of Common Stock then subject to the portion of such award surrendered to the extent the Performance Measures applicable to
    such award have been satisfied or are deemed satisfied pursuant to Section 5.8(a)(i), whether or not vested, multiplied
    by the Fair Market Value of a share of Common Stock as of the date of the Change in Control, and (C) in the case of a Performance
    Award denominated in cash, the value of the Performance Award then subject to the portion of such award surrendered to the
    extent the Performance Measures applicable to such award have been satisfied or are deemed satisfied pursuant to Section
    5.8(a)(i); (ii) shares of capital stock of the corporation resulting from or succeeding to the business of the Company
    pursuant to such Change in Control, or a parent corporation thereof, having a fair market value not less than the amount determined
    under clause (i) above; or (iii) a combination of the payment of cash pursuant to clause (i) above and the issuance of shares
    pursuant to clause (ii) above.


 




    	 	 	 



     


    

 


(b)
For purposes of this Plan, a “Change in Control” shall mean:


 


	 	(1)	The
    consummation of an amalgamation, merger or consolidation of the Company with or into another entity or any other corporate
    reorganization of the Company, if more than fifty percent (50%) of the combined voting power of the continuing or surviving
    entity’s securities outstanding immediately after such amalgamation, merger, consolidation or other reorganization (or,
    if applicable, more than fifty percent (50%) of the combined voting power of the ultimate parent company that directly or
    indirectly has beneficial ownership of the securities of such continuing or surviving entity) is not owned directly or indirectly
    by persons who were holders of the Company’s then-outstanding voting securities immediately prior to such amalgamation,
    merger, consolidation or other reorganization;
	 	 	 
	 	(2)	The
    sale, transfer or other disposition of all or substantially all of the Company’s assets to an entity that is not a parent,
    a Subsidiary or an Affiliate of the Company;
	 	 	 
	 	(3)	Any
    transaction as a result of which any person becomes the “beneficial owner” (as defined in Rule 13d-3 under the
    Exchange Act), directly or indirectly, of securities of the Company representing at least fifty percent (50%) of the total
    voting power represented by the Company’s then-outstanding voting securities. For purposes of this subsection, the term
    “person” shall have the same meaning as when used in sections 13(d) and 14(d) of the Exchange Act but shall exclude:
    (i) any parent, Subsidiary or Affiliate of the Company; (ii) any employee benefit plan (or related trust) sponsored or maintained
    by the Company, a parent, or any Subsidiary or Affiliate; and (iii) any underwriter temporarily holding securities pursuant
    to an offering of such securities;
	 	 	 
	 	(4)	A
    change in the composition of the Board over a period of twenty four (24) consecutive months or less as a result of which individuals
    who, at the beginning of such period, constitute the Board (the “Incumbent Board”) cease for any reason
    to constitute at least a majority of the Board; provided, however, that any individual subsequently becoming
    a director whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least
    a majority of the directors then comprising the Board (either by a specific vote or by approval of the proxy statement of
    the Company in which such person is named as a nominee for director, without written objection to such nomination) shall be
    considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual
    whose initial assumption of office occurs as a result of either an actual or threatened solicitation of proxies or consents
    by or on behalf of a person other than the Board; or
	 	 	 
	 	(5)	The
    stockholders of the Company approve a complete liquidation or dissolution of the Company;


 


provided,
that with respect to any nonqualified deferred compensation that becomes payable on account of the Change in Control, the transaction
or event described in clause (1), (2), (3) or (4) also constitutes a “change in control event,” as defined in Treasury
Regulation §1.409A-3(i)(5) if required in order for the payment not to violate Section 409A of the Code.


 


5.9
Deferrals. The Committee may determine that the delivery of shares of Common Stock or the payment of cash, or a combination
thereof, upon the settlement of all or a portion of any award made hereunder shall be deferred, or the Committee may, in its sole
discretion, approve deferral elections made by holders of awards. Deferrals shall be for such periods and upon such terms as the
Committee may determine in its sole discretion, subject to the requirements of Section 409A of the Code.


 


5.10
No Right of Participation, Employment or Service. Unless otherwise set forth in an employment agreement, no person
shall have any right to participate in this Plan. Neither this Plan nor any award made hereunder shall confer upon any person
any right to continued employment by or service with the Company, any Subsidiary or any Affiliate or affect in any manner the
right of the Company, any Subsidiary or any Affiliate to terminate the employment or service of any person at any time without
liability hereunder.


 


5.11
Non-Uniform Determinations. The Committee’s determinations under the Plan (including without limitation determinations
of the persons to receive awards, the form, amount and time of such awards, the terms and provisions of such awards and the Agreements
evidencing awards) need not be uniform and may be made by it selectively among persons who receive, or are eligible to receive,
awards under the Plan, whether or not such persons are similarly situated.


 




    	 	 	 



     


    

 


5.12
Rights as Stockholder. No person shall have any right as a stockholder of the Company with respect to any shares of
Common Stock or other equity security of the Company which is subject to an award hereunder unless and until such person becomes
a stockholder of record with respect to such shares of Common Stock or equity security.


 


5.13
Designation of Beneficiary. To the extent permitted by the Company, a holder of an award may file with the Company
a written designation of one or more persons as such holder’s beneficiary or beneficiaries (both primary and contingent)
in the event of the holder’s death or incapacity. To the extent an outstanding option or SAR granted hereunder is exercisable,
such beneficiary or beneficiaries shall be entitled to exercise such option or SAR pursuant to procedures prescribed by the Company.
Each beneficiary designation shall become effective only when filed in writing with the Company during the holder’s lifetime
on a form prescribed by the Company. The spouse of a married holder domiciled in a community property jurisdiction shall join
in any designation of a beneficiary other than such spouse. The filing with the Company of a new beneficiary designation shall
cancel all previously filed beneficiary designations. If a holder fails to designate a beneficiary, or if all designated beneficiaries
of a holder predecease the holder, then each outstanding award held by such holder, to the extent vested or exercisable, shall
be payable to or may be exercised by such holder’s executor, administrator, legal representative or similar person.


 


5.14
Awards Subject to Clawback. The awards granted under this Plan and any cash payment or shares of Common Stock delivered
pursuant to such an award are subject to forfeiture, recovery by the Company or other action pursuant to the applicable award
Agreement or any clawback or recoupment policy which the Company may adopt from time to time, including without limitation any
such policy which the Company may be required to adopt under the Dodd-Frank Wall Street Reform and Consumer Protection Act and
implementing rules and regulations thereunder, or as otherwise required by law.


 


5.15
Governing Law. This Plan, each award hereunder and the related Agreement, and all determinations made and actions taken
pursuant thereto, to the extent not otherwise governed by the Code or the laws of the United States, shall be governed by the
laws of the State of Delaware and construed in accordance therewith without giving effect to principles of conflicts of laws.


 


5.16
Foreign Employees. Without amending this Plan, the Committee may grant awards to eligible persons who are foreign nationals
and/or reside outside of the United States on such terms and conditions different from those specified in this Plan as may in
the judgment of the Committee be necessary or desirable to foster and promote achievement of the purposes of this Plan and, in
furtherance of such purposes the Committee may make such modifications, amendments, procedures, subplans and the like as may be
necessary or advisable to comply with provisions of laws in other countries or jurisdictions in which the Company or its Subsidiaries
or Affiliates operates or has employees.


 


5.17
Severability and Reformation. If any provision of the Plan or any award is, becomes or is deemed to be invalid, illegal
or unenforceable in any jurisdiction or as to any person 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 law 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 stricken as to such jurisdiction, person or award and the remainder of the Plan and any such award
shall remain in full force and effect.


 


5.18
Unfunded Status of Awards; No Trust of Fund Created. The Plan is intended to constitute an “unfunded” plan.
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 Subsidiary or Affiliate and a participant or any other person. To the extent that any person acquires
a right to receive payments from the Company or any Subsidiary or Affiliate pursuant to an award, such right shall be no greater
than the right of any general unsecured creditors of the Company or such Subsidiary or Affiliate.


 


5.19
No Limit on Other Compensation Arrangements. Nothing contained in the Plan shall prevent the Company or any parent,
Subsidiary or Affiliate from adopting or continuing in effect other compensation arrangements (whether such arrangements be generally
applicable or applicable only in specific cases).


 


5.20
No Restriction of Corporate Action. Nothing contained in the Plan shall be construed to limit or impair the power of
the Company or any parent, Subsidiary or Affiliate to make adjustments, reclassifications, reorganizations, or changes in its
capital or business structure, or to amalgamate, merge or consolidate, liquidate, sell or transfer all or any part of its business
or assets or to take other actions which it deems to be necessary or appropriate. No employee, beneficiary or other person shall
have any claim against the Company or any parent, Subsidiary or Affiliate as a result of such action.