Exhibit 10.1


 


COMPASS THERAPEUTICS, INC.


 


2020 STOCK OPTION AND INCENTIVE PLAN


 


 SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS




 


The name of the plan is the Compass Therapeutics,
Inc. 2020 Stock Option and Incentive Plan (the “Plan”). The purpose of the Plan is to encourage and enable the officers,
employees, Non-Employee Directors and Consultants of Compass Therapeutics, Inc. (the “Company”) and its Affiliates
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.


 


“Affiliate” means, at
the time of determination, any “parent” or “subsidiary” of the Company as such terms are defined in Rule
405 of the Act. The Board will have the authority to determine the time or times at which “parent” or “subsidiary”
status is determined within the foregoing definition.


 


“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, Restricted Stock Units, Restricted Stock Awards, Unrestricted Stock Awards, Cash-Based Awards,
and Dividend Equivalent Rights.


 


“Award Certificate” means
a written or electronic document setting forth the terms and provisions applicable to an Award granted under the Plan. Each Award
Certificate 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.


 


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


 






     


     


    

 


“Consultant” means a consultant
or adviser who provides bona fide services to the Company or an Affiliate as an independent contractor and who qualifies
as a consultant or advisor under Instruction A.1.(a)(1) of Form S-8 under the Act.


 


“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 Plan becomes effective as set forth in Section 19.


 


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


 


“Fair Market Value” of
the Stock on any given date means the fair market value of the Stock determined in good faith by the Administrator; provided, however,
that if the Stock is listed on the National Association of Securities Dealers Automated Quotation System (“NASDAQ”),
NASDAQ Global Market, The New York Stock Exchange or another national securities exchange or traded on any established market,
the determination shall be made by reference to market quotations. If there are no market quotations for such date, the determination
shall be made by reference to the last date preceding such date for which there are market quotations.


 


“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.


 


“Restricted Shares” means
the shares of Stock underlying a Restricted Stock Award that remain subject to a risk of forfeiture or the Company’s right
of repurchase.


 


“Restricted Stock Award”
means an Award of Restricted Shares subject to such restrictions and conditions as the Administrator may determine at the time
of grant.


 


“Restricted Stock Units”
means an Award of stock units subject to such restrictions and conditions as the Administrator may determine at the time of grant.


 






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“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 pursuant to which the holders of the Company’s outstanding voting power and
outstanding stock immediately prior to such transaction do not own a majority of the outstanding voting power and outstanding stock
or other equity interests of the resulting or successor entity (or its ultimate parent, if applicable) immediately upon completion
of such transaction, (iii) the sale of all of the Stock of the Company to an unrelated person, entity or group thereof acting in
concert, or (iv) any other transaction in which the owners of the Company’s outstanding voting power immediately prior to
such transaction do not own at least a majority of the outstanding voting power of the Company or any successor entity immediately
upon completion of the transaction other than as a result of the acquisition of securities directly from the Company.




 


“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.


 


“Service Relationship” means
any relationship as an employee, director or Consultant of the Company or any Affiliate (e.g., a Service Relationship shall be
deemed to continue without interruption in the event an individual’s status changes from full-time employee to part-time
employee or Consultant).


 


“Stock” means the Common
Stock, par value $0.0001 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 (or cash, to the extent explicitly provided for in the applicable
Award Certificate) 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.


 


(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;


 






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(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, Restricted Stock Units, Unrestricted Stock Awards, Cash-Based 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 forms
of Award Certificates;


 


(v)
to accelerate at any time the exercisability or vesting of all or any portion of any Award;


 


(vi)
subject to the provisions of Section 5(c), 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 Awards. Subject to applicable law, the Administrator, in its discretion, may delegate
to a committee consisting of one or more officers of the Company including the Chief Executive Officer of the Company all or part
of the Administrator’s authority and duties with respect to the granting of Awards to individuals who are (i) not subject
to the reporting and other provisions of Section 16 of the Exchange Act and (ii) not members of the delegated committee. Any
such delegation by the Administrator shall include a limitation as to the amount of Stock underlying Awards 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 Certificate. Awards under the Plan shall be evidenced by Award Certificates that set forth the terms, conditions
and limitations for each Award which may include, without limitation, the term of an Award and the provisions applicable in the
event employment or service terminates.


 






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(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.


 


(f) Foreign Award Recipients.
Notwithstanding any provision of the Plan to the contrary, in order to comply with the laws in other countries in which the
Company and its Subsidiaries operate or have employees or other individuals eligible for Awards, the Administrator, in its
sole discretion, shall have the power and authority to: (i) determine which Subsidiaries shall be covered by the Plan; (ii)
determine which individuals outside the United States are eligible to participate in the Plan; (iii) modify the terms and
conditions of any Award granted to individuals outside the United States to comply with applicable foreign laws; (iv)
establish subplans and modify exercise procedures and other terms and procedures, to the extent the Administrator determines
such actions to be necessary or advisable (and such subplans and/or modifications shall be attached to this Plan as
appendices); provided, however, that no such subplans and/or modifications shall increase the share limitations contained in
Section 3(a) hereof; and (v) take any action, before or after an Award is made, that the Administrator determines to be
necessary or advisable to obtain approval or comply with any local governmental regulatory exemptions or approvals.
Notwithstanding the foregoing, the Administrator may not take any actions hereunder, and no Awards shall be granted, that
would violate the Exchange Act or any other applicable United States securities law, the Code, or any other applicable United
States governing statute or law.


 


 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
2,930,836 shares (the “Initial Limit”), subject to adjustment as provided in this Section 3, plus on January 1,
2021 and each January 1 thereafter, the number of shares of Stock reserved and available for issuance under the Plan shall be cumulatively
increased by the lesser of 4 percent of the number of shares of Stock issued and outstanding on the immediately preceding December
31 or such number of shares of Stock as determined by the Administrator no later than the immediately preceding December 31(the
“Annual Increase”). Subject to such overall limitation, the maximum aggregate number of shares of Stock that may be
issued in the form of Incentive Stock Options shall not exceed the Initial Limit cumulatively increased on January 1, 2021 and
on each January 1 thereafter by the lesser of the Annual Increase for such year or 2,930,836 shares of Stock, subject in all cases
to adjustment as provided in this Section 3. For purposes of this limitation, the shares of Stock underlying any awards under the
Plan that are forfeited, canceled, held back upon exercise of an Option or settlement of an Award to cover the exercise price or
tax withholding, reacquired by the Company prior to vesting, satisfied without the issuance of Stock or otherwise terminated (other
than by exercise) shall be added back to the shares of Stock available for issuance under the Plan and, to the extent permitted
under Section 422 of the Code and the regulations promulgated thereunder, the shares of Stock that may be issued as Incentive Stock
Options. The shares available for issuance under the Plan may be authorized but unissued shares of Stock or shares of Stock reacquired
by the Company.


 






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(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 Incentive Stock Options, (ii) the number and kind of shares or
other securities subject to any then outstanding Awards under the Plan, (iii) the repurchase price, if any, per share subject
to each outstanding Restricted Stock Award, and (iv) the exercise 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 shares subject to 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.


 


(c) Mergers and Other
Transactions. In the case of and subject to the consummation of a Sale Event, the parties thereto may cause the
assumption or continuation of Awards theretofore granted by the successor entity, 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. To the extent the parties to such Sale Event do not
provide for the assumption, continuation or substitution of Awards, upon the effective time of the Sale Event, the Plan and
all outstanding Awards granted hereunder shall terminate. In such case, except as may be otherwise provided in the relevant
Award Certificate, all Options and Stock Appreciation Rights with time-based vesting conditions or restrictions that are not
vested and/or exercisable immediately prior to the effective time of the Sale Event shall become fully vested and exercisable
as of the effective time of the Sale Event, all other Awards with time-based vesting, conditions or restrictions shall become
fully vested and nonforfeitable as of the effective time of the Sale Event, and all Awards with conditions and restrictions
relating to the attainment of performance goals may become vested and nonforfeitable in connection with a Sale Event in the
Administrator’s discretion or to the extent specified in the relevant Award Certificate. In the event of such
termination, (i) the Company shall have the option (in its sole discretion) to make or provide for a payment, in cash or in
kind, 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 at prices not in excess of the Sale Price) and (B) the
aggregate exercise price of all such outstanding Options and Stock Appreciation Rights (provided that, in the case of an
Option or Stock Appreciation Right with an exercise price equal to or greater than the Sale Price, such Option or Stock
Appreciation Right shall be cancelled for no consideration); 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 (to the extent then exercisable) held by such grantee. The Company shall also have the
option (in its sole discretion) to make or provide for a payment, in cash or in kind, to the grantees holding other Awards in
an amount equal to the Sale Price multiplied by the number of vested shares of Stock under such Awards.


 






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(d) Maximum Awards to Non-Employee
Directors. Notwithstanding anything to the contrary in this Plan, the value of all Awards awarded under this Plan and all
other cash compensation paid by the Company to any Non-Employee Director in any calendar year shall not exceed $500,000. For
the purpose of this limitation, the value of any Award shall be its grant date fair value, as determined in accordance with
ASC 718 or successor provision but excluding the impact of estimated forfeitures related to service-based vesting
provisions.


 


 SECTION 4. ELIGIBILITY




 


Grantees under the Plan will be such employees,
Non-Employee Directors or Consultants of the Company and its Affiliates as are selected from time to time by the Administrator
in its sole discretion; provided that Awards may not be granted to employees, Directors or Consultants who are providing services
only to any “parent” of the Company, as such term is defined in Rule 405 of the Act, unless (i) the stock underlying
the Awards is treated as “service recipient stock” under Section 409A or (ii) the Company has determined that such
Awards are exempt from or otherwise comply with Section 409A.


 


 SECTION 5. STOCK OPTIONS




 


(a) Award of Stock Options. The Administrator
may grant Stock Options under the Plan. 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. If the Administrator so determines, Stock Options may be
granted in lieu of cash compensation at the optionee’s election, subject to such terms and conditions as the Administrator
may establish.


 


(b) 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 exercise price of such Incentive Stock Option shall be not less than
110 percent of the Fair Market Value on the grant date. Notwithstanding the foregoing, Stock Options may be granted with an exercise
price per share that is less than 100 percent of the Fair Market Value on the date of grant (i) pursuant to a transaction described
in, and in a manner consistent with, Section 424(a) of the Code, (ii) to individuals who are not subject to U.S. income tax on
the date of grant or (iii) the Stock Option is otherwise compliant with Section 409A.


 






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(c) 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.


 


(d) 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 at any time accelerate the exercisability
of all or any portion of any Stock Option. 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.


 


(e) Method of Exercise. Stock
Options may be exercised in whole or in part, by giving written or electronic 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
except to the extent otherwise provided in the Award Certificate:


 


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


 


(ii)
Through the delivery (or attestation to the ownership following such procedures as the Company may prescribe) of shares
of Stock that are not then subject to restrictions under any Company plan. Such surrendered shares shall be valued at Fair Market
Value on the exercise date;


 


(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 Company shall prescribe as a condition
of such payment procedure; or


 


(iv)
With respect to Stock Options that are not Incentive Stock Options, by a “net exercise” arrangement pursuant
to which the Company will reduce the number of shares of Stock issuable upon exercise by the largest whole number of shares with
a Fair Market Value that does not exceed the aggregate exercise price.


 


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 Award Certificate 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.


 






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(f) 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.


 


 SECTION 6. STOCK APPRECIATION RIGHTS




 


(a) Award of Stock Appreciation
Rights. The Administrator may grant Stock Appreciation Rights under the Plan. A Stock Appreciation Right is an Award
entitling the recipient to receive shares of Stock (or cash, to the extent explicitly provided for in the applicable Award
Certificate) having a value equal to the excess of the Fair Market Value of a share of 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.


 


(b) 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.


 


(c) 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.


 


(d) Terms and Conditions of Stock
Appreciation Rights. Stock Appreciation Rights shall be subject to such terms and conditions as shall be determined on
the date of grant by the Administrator. The term of a Stock Appreciation Right may not exceed ten years. The terms and
conditions of each such Award shall be determined by the Administrator, and such terms and conditions may differ among
individual Awards and grantees.


 


 SECTION 7. RESTRICTED STOCK AWARDS




 


(a) Nature of Restricted Stock
Awards. The Administrator may grant Restricted Stock Awards under the Plan. A Restricted Stock Award is any Award of
Restricted Shares subject to such restrictions and conditions as the Administrator may determine 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.


 






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(b) Rights as a Stockholder.
Upon the grant of the Restricted Stock Award and payment of any applicable purchase price, a grantee shall have the rights of
a stockholder with respect to the voting of the Restricted Shares and receipt of dividends; provided that if the lapse of
restrictions with respect to the Restricted Stock Award is tied to the attainment of performance goals, any dividends paid by
the Company during the performance period shall accrue and shall not be paid to the grantee until and to the extent the
performance goals are met with respect to the Restricted Stock Award. Unless the Administrator shall otherwise determine, (i)
uncertificated Restricted Shares 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 Shares are vested as provided in Section 7(d) below, and
(ii) certificated Restricted Shares shall remain in the possession of the Company until such Restricted Shares are 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
Shares may not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of except as specifically provided
herein or in the Restricted Stock Award Certificate. Except as may otherwise be provided by the Administrator either in the
Award Certificate or, subject to Section 16 below, in writing after the Award is issued, if a grantee’s employment (or
other Service Relationship) with the Company and its Subsidiaries terminates for any reason, any Restricted Shares that have
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 Restricted Shares that are represented by physical
certificates, a grantee shall surrender such certificates to the Company upon request without consideration.


 


(d) Vesting of Restricted
Shares. 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 Shares and the
Company’s right of repurchase or forfeiture shall lapse. 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 Shares and shall be deemed “vested.”


 


 SECTION 8. RESTRICTED STOCK UNITS




 


(a) Nature of Restricted Stock
Units. The Administrator may grant Restricted Stock Units under the Plan. A Restricted Stock Unit is an Award of stock
units that may be settled in shares of Stock (or cash, to the extent explicitly provided for in the Award Certificate) upon
the satisfaction of such restrictions and conditions 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 terms and
conditions of each such Award shall be determined by the Administrator, and such terms and conditions may differ among
individual Awards and grantees. Except in the case of Restricted Stock Units with a deferred settlement date that complies
with Section 409A, at the end of the vesting period, the Restricted Stock Units, to the extent vested, shall be settled in
the form of shares of Stock. Restricted Stock Units with deferred settlement dates are subject to Section 409A and shall
contain such additional terms and conditions as the Administrator shall determine in its sole discretion in order to comply
with the requirements of Section 409A.


 






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(b) Election to Receive Restricted
Stock Units 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 an award of Restricted Stock Units. 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 Restricted 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. Any Restricted Stock Units that are elected to be received in lieu of cash compensation
shall be fully vested, unless otherwise provided in the Award Certificate.


 


(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
Restricted Stock Units; provided, however, that the grantee may be credited with Dividend Equivalent Rights with respect to
the stock units underlying his Restricted Stock Units, subject to the provisions of Section 11 and such terms and conditions
as the Administrator may determine.


 


(d) Termination. Except as may
otherwise be provided by the Administrator either in the Award Certificate or, subject to Section 16 below, in writing
after the Award is issued, a grantee’s right in all Restricted Stock Units 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 grant (or sell at par value or such higher purchase price determined by the Administrator) an Unrestricted
Stock Award under the Plan. An Unrestricted Stock Award is an Award pursuant to which the grantee may receive shares of Stock free
of any restrictions 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.


 






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 SECTION 10. CASH-BASED AWARDS




 


Grant of Cash-Based Awards. The Administrator
may grant Cash-Based Awards under the Plan. A Cash-Based Award is an Award that entitles the grantee to a payment in cash upon
the attainment of specified performance goals. 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.


 


 SECTION 11. DIVIDEND EQUIVALENT RIGHTS




 


(a) Dividend Equivalent Rights.
The Administrator may grant Dividend Equivalent Rights under the Plan. A Dividend Equivalent Right is 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 the grantee. A Dividend Equivalent
Right may be granted hereunder to any grantee as a component of an award of Restricted Stock Units or as a freestanding
award. The terms and conditions of Dividend Equivalent Rights shall be specified in the Award Certificate. 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 an Award of Restricted Stock Units shall
provide that such Dividend Equivalent Right shall be settled only 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.


 


(b) Termination. Except as may
otherwise be provided by the Administrator either in the Award Certificate or, subject to Section 16 below, in writing
after the Award is issued, a grantee’s rights in all Dividend Equivalent Rights 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 12. Transferability of Awards




 


(a) Transferability. Except as
provided in Section 12(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 or pursuant to a domestic relations order. 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.


 






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(b) Administrator Action.
Notwithstanding Section 12(a), the Administrator, in its discretion, may provide either in the Award Certificate
regarding a given Award or by subsequent written approval that the grantee (who is an employee or director) may transfer his
or her Non-Qualified 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. In no event may an Award be
transferred by a grantee for value.


 


(c) Family Member. For purposes
of Section 12(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.


 


(d) Designation of Beneficiary.
To the extent permitted by the Company, 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 13. 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. The
Administrator may require the Company’s tax withholding obligation to be satisfied, in whole or in part, by the Company
withholding 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; provided, however, that the
amount withheld does not exceed the maximum statutory tax rate or such lesser amount as is necessary to avoid liability
accounting treatment. For purposes of share withholding, the Fair Market Value of withheld shares shall be determined in the
same manner as the value of Stock includible in income of the grantees. The Administrator may also require the
Company’s tax withholding obligation to be satisfied, in whole or in part, by an arrangement whereby a certain number
of shares of Stock issued pursuant to any Award are immediately sold and proceeds from such sale are remitted to the Company
in an amount that would satisfy the withholding amount due.


 






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 SECTION 14. Section 409A awards




 


Awards are intended to be exempt from Section
409A to the greatest extent possible and to otherwise comply with Section 409A. The Plan and all Awards shall be interpreted in
accordance with such intent. 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 409A Award may not be accelerated except to the
extent permitted by Section 409A.


 


 SECTION 15. TERMINATION OF SERVICE RELATIONSHIP, TRANSFER, LEAVE OF ABSENCE, ETC.




 


(a)
Termination of Service Relationship. If the grantee’s Service Relationship is with an Affiliate and such Affiliate
ceases to be an Affiliate, the grantee shall be deemed to have terminated his or her Service Relationship for purposes of the Plan.


 


(b)
For purposes of the Plan, the following events shall not be deemed a termination of a Service Relationship:


 


(i)
a transfer to the employment of the Company from an Affiliate or from the Company to an Affiliate, or from one Affiliate
to another; or


 


(ii)
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 16. 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 materially and adversely affect rights under any outstanding Award
without the holder’s consent. The Administrator is specifically authorized to exercise its discretion to reduce the exercise
price of outstanding Stock Options or Stock Appreciation Rights or effect the repricing of such Awards through cancellation and
re-grants. 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, Plan amendments shall be subject to approval by Company stockholders. Nothing
in this Section 16 shall limit the Administrator’s authority to take any action permitted pursuant to Section 3(b)
or 3(c).


 






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 SECTION 17. 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 18. 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) Issuance of Stock. To the
extent certificated, 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 evidence of book entry or certificates evidencing shares of Stock pursuant to the exercise or settlement
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 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. Any Stock issued 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 or notations on any book entry 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.


 






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(c) Stockholder Rights. Until
Stock is deemed delivered in accordance with Section 18(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.


 


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


 


(f) Clawback Policy. Awards
under the Plan shall be subject to the Company’s clawback policy, as in effect from time to time.


 


 SECTION 19. EFFECTIVE DATE OF PLAN




 


This Plan shall become effective upon stockholder
approval in accordance with applicable state law, the Company’s bylaws and articles of incorporation, and applicable stock
exchange rules 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 Plan is approved by
the Board.


 


 SECTION 20. GOVERNING LAW




 


This Plan and all Awards and actions taken
thereunder shall be governed by, and construed in accordance with, the General Corporation Law of the State of Delaware as to matters
within the scope thereof, and as to all other matters shall be governed by and construed in accordance with the internal laws of
the Commonwealth of Massachusetts, applied without regard to conflict of law principles.


 


DATE APPROVED BY BOARD OF DIRECTORS: June 17, 2020


 


DATE APPROVED BY STOCKHOLDERS: June 17, 2020


 


 


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