EX-10.38



 Exhibit 10.38 

OXFORD IMMUNOTEC LIMITED 

ENTERPRISE MANAGEMENT INCENTIVE STOCK OPTION AGREEMENT GRANTED 

UNDER THE AMENDED AND RESTATED 2008 STOCK INCENTIVE PLAN FOR UK 

QUALIFYING EMPLOYEES 
 THIS AGREEMENT is made
     day             , 20[    ] 
 BETWEEN:- 

OXFORD IMMUNOTEC LIMITED (reg. no. 4516079) whose registered office is at 115D Innovation Drive, Milton Park, Abingdon, Oxfordshire, OX14 4RZ (the
“Company”); and                     , an employee of the Company (the “Option Holder”) on
                    , (the “Date of Grant”) 

WHEREAS: 
 (A) The Board (as defined in the Plan) considers that
the Company is a qualifying company as defined in Part 3 of Schedule 5 to the UK Income Tax (Earnings and Pensions) Act 2003 (“Schedule 5”). 

(B) The Option Holder is an eligible employee as defined in Part 4 of Schedule 5. 

(C) The Board considers that the grant of the Option (as defined below) to the Option Holder is for commercial reasons in order to recruit or retain the
Option Holder and not as part of a scheme or arrangement the main purpose, or one of the main purposes, of which is the avoidance of tax. 
 (D) The Board
considers that the total Market Value (as defined below) of shares in the Company in respect of which unexercised options (granted in respect of the Company’s shares which qualify or are intended to qualify as enterprise management incentive
options under the terms of Schedule 5 (“EMI Options”)) does not exceed £3 million or such other value as shall be specified at that time in paragraph 7 of Schedule 5. In this agreement, “Market Value” shall be
determined in accordance with Part VIII of the Taxation of Chargeable Gains Act 1992. 
 (E) The Market Value (as at the date of grant) of the Shares (as
defined below) which the Option Holder could acquire or has acquired or could have acquired by the exercise of: 
 i) this Option, and/or 

ii) any other EMI Options granted to him under the Plan or otherwise by reason of his employment with any Group Company (as defined below) in the preceding
three years (whether or not exercised or released), and/or 
 iii) any unexercised options to acquire shares under a scheme approved under Schedule 4 to the
UK Income Tax (Earnings and Pensions) Act 2003 granted to him by reason of his employment with any Group Company in the preceding three years, does not exceed £250,000 or such other limit as may be imposed from time to time by Schedule 5. The
term “Group 







 
Company” shall include any of the Company’s present or future parent or subsidiary corporations, and any present or future subsidiary corporations of any such present or future parent
corporations, as defined in Sections 424(e) or (f) of the Internal Revenue Code of 1986, as amended (the “Code”). 
 1) Option Grant. The
Company hereby grants to the Option Holder with effect from the above date an Option to subscribe for up to                  Ordinary Shares of 0.1p each in the capital
of the Company (the “Shares”) at a price of $         per Share (the “Per Share Exercise Price”) (together, the “Option”). 

For purposes of determining the Vesting Percentage in section 3 and the Final Expiration Date below, the “Start Date” for this Option is
                    . 
 The Final Expiration Date of
this Option is nine years three hundred sixty-four (364) days after the earlier of (i) the Start Date or (ii) the Date of Grant. 
 The
Option Holder shall within 30 days (or such longer period as permitted by the Board) of the Date of Grant give a declaration to the Company (in the form set out in Schedule 2) that he meets the requirements of paragraph 26 of Schedule 5 (commitment
of working time) in relation to this option. If the Option Holder fails to provide the declaration referred to above within such period, the Option shall terminate and lapse immediately and be deemed never to have been granted. 

The Company will procure that notice of the grant of the Option shall within 92 days of the Date of Grant be given to HM Revenue & Customs by the
company by which the Option Holder is employed. Such notice shall be in a form required or authorised by HM Revenue & Customs and must contain, or be supported by, such information as HM Revenue & Customs may from time to time
require including the declarations under paragraph 44(5) of Schedule 5. 
 2) Governing Plan. It is intended that the Option evidenced by this agreement
shall be a qualifying option under Schedule 5. This Option is granted under the provision of Schedule 5. The Option is subject to the rules of the Oxford Immunotec Limited Amended and Restated 2008 Stock Incentive Plan (a copy of which is set out in
Schedule 1 of this Agreement) (the “Plan”). If a matter is explicitly addressed in this Option, the language of this Option shall prevail. If a matter is omitted in this Option, the language of the Plan shall prevail. If there is a
conflict between this Option and the Plan, the language of the Plan shall prevail. The Option Holder may also be referred to as a “Participant” in the Plan. 

Except as otherwise indicated by the context, the term “Option Holder”, as used in this Option, shall be deemed to include any person who acquires
the right to exercise this Option validly under its terms. 
 3) Definition of Vested Shares. The number of Shares which may be acquired at any time
(“Vested Shares”) can be determined by (x) multiplying the number of Shares set forth in Section 1 by (y) the Vesting percentage set forth in this Section 3 and (z) subtracting the number of Shares previously
acquired by exercising this Option. Unless otherwise determined by the Board of Directors of the Company, this Option shall never be exercisable for more than the Vested Shares. 

  
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 a) The Vesting Percentage cannot exceed 100%. On or prior to the Final Expiration Date (as defined in
Section 1) the Vesting Percentage will be determined by multiplying the number of completed months of employment since the Start Date (“Completed Service”) set forth in Section 1 by 2.083%. For example, after 26 months of
Completed Service, the Vesting Percentage for this Option will be 54.16%; after 36 months of Completed Service, it will be 75%; and after 48 months of Completed Service it will be 100%. After the Final Expiration Date, the Vesting Percentage will be
zero. 
 b) Notwithstanding Section 3(a), the Vesting Percentage for this Option will be 0% until the Option Holder has at least 24 months of
employment with the Company since the Start Date of the first option granted to the Option Holder by the Company. 
 4) Transferability. This Option may not
be sold, assigned, transferred, pledged or otherwise encumbered by the Option Holder, either voluntarily or by operation of law, except by will or the laws of descent and distribution (or the local equivalent) and, during the lifetime of the Option
Holder, this Option shall be exercisable only by the Option Holder. This Option shall immediately cease to be exercisable and shall lapse if: 
 a) it is
transferred or assigned (other than in the event of death to the Option Holder’s duly designated heirs or executors (or the local equivalent)), mortgaged, charged or otherwise disposed of by the Option Holder; or 

b) the Option Holder is adjudged bankrupt or an interim order is made because he intends to propose a voluntary arrangement to his creditors; or 

c) the Option Holder makes or proposes a voluntary arrangement , or any other scheme or arrangement in relation to his debts, with his creditors or any
section of them; or 
 d) the Option Holder is otherwise deprived (except on death) of the legal or beneficial ownership of the Option by operation of law
or by doing or omitting to do anything which causes him to be so deprived. 
 The date of any of the events set forth above shall be deemed to be the
“Unauthorized Transfer Date”. 
 5) Exercise of the Option 

a) Option Expiration Date. This Option shall expire and no longer be exercisable for any Vested Shares on the earlier of (a) the Unauthorized Transfer
Date (defined in Section 4), (b) the Final Expiration Date (defined in Section 1) or (c) the Early Termination Date (as defined below) (the “Option Expiration Date”). 

b) Form of Exercise. The exercise of this Option shall be effective on the date (the “Exercise Date”) the Company receives at its principal office
the Notice of Exercise attached hereto, duly signed by the Option Holder, and accompanied by this agreement, and payment in full in the manner as provided below. The Option Holder may purchase less than the number of Shares covered hereby, provided
that any partial exercise of this Option must be for whole integer numbers of Shares. 

  
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 c) Deed of Adherence. Exercise of the Option is conditional upon the Option Holder executing, if so required by
the Company, a deed of adherence (in such form as may be required by the Company) with the Company and all persons who are holders of shares in the capital of the Company at the date of exercise of the Option whereby the Option Holder becomes a
party to any Shareholders’ Agreement or other document having a similar effect which is in force between the Company and all persons who, at the date of exercise of the Option, are holders of shares in the capital of the Company. A copy of the
current deed of adherence which is in force as of the date of this Option is available from the Company upon request. 
 d) Continuous Relationship with the
Company. Except as otherwise provided in this Section 5, this Option may not be exercised unless the Option Holder, at the time he or she exercises this Option, is, and has been at all times since the Date of Grant to the Employment Termination
Date, an employee or officer of, or consultant or advisor to, the Company or any parent or subsidiary of the Company as defined in Section 424(e) or (f) of the Code (an “Eligible Option Holder”). 

e) Early Termination of the Option: In the circumstances set forth below, this Option may terminate prior to the Final Expiration Date. In each instance
below, the conditions for the termination, the method for calculating the Vesting Percentage and the determination of the Early Termination Date are set forth. 

i) Regular Termination: If the Option Holder ceases to be an employee of the Company for any reason except as provided in paragraphs
(ii) through (v) below, the date of such event shall be deemed to be the “Employment Termination Date” and shall be used to determine the Vesting Percentage in Section 3 and the Early Termination Date shall be 40 days after
such date. 
 ii) Special Termination. If an Option Holder ceases to be employed by a Group Company by reason of: 

(a) retirement on or after reaching the age of 65 or the age at which the Option Holder is anticipated to retire in accordance with the terms
of his contract of employment; or 
 (b) the fact that he ceases to be employed by a member of the Group as a result of the transfer of a
business or part of a business to a person who is not a member of the Group; or 
 (c) the fact that the company by which he is employed is
no longer a member of the Group. 
 then, the date of such event shall be deemed to be the “Employment Termination Date” and shall
be used to determine the Vesting Percentage in Section 3 and the Early Termination Date shall be 40 days after such date; provided that where the transfer of business under (b) above amounts, in the opinion of the Directors, to a sale of
substantially all of the Company’s assets to a third party, the provisions of Section 9 below shall apply. 

  
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 iii) Death or Disability. If the Option Holder dies, then the date of death shall be deemed to be
the “Employment Termination Date” and shall be used to determine the Vesting Percentage in Section 3 and the Early Termination Date shall be one year after such date. If the Option Holder ceases employment by reason of disability (as
determined by the Board of Directors), then the date of cessation of employment shall be deemed to be the “Employment Termination Date” and shall be used to determine the Vesting Percentage in Section 3 and the Early Termination Date
shall be 40 days after such date. 
 iv) For Cause. If, prior to the Final Expiration Date, the Option Holder’s employment is terminated
by the Company for Cause (as defined below), the Vesting Percentage will become Zero upon termination and the effective date of such termination shall be deemed to be the “Employment Termination Date” and shall also be the Early
Termination Date. If the Option Holder is party to an employment or severance agreement with the Company that contains a definition of “cause” for termination of employment, “Cause” shall have the meaning ascribed to such term in
such agreement. Otherwise, “Cause” shall mean willful misconduct by the Option Holder or willful failure by the Option Holder to perform his or her responsibilities to the Company (including, without limitation, breach by the Option Holder
of any provision of any employment, consulting, advisory, nondisclosure, non-competition or other similar agreement between the Option Holder and the Company), as determined by the Company, which determination shall be conclusive. The Option Holder
shall be considered to have been discharged for Cause if the Company determines, within one month after the Option Holder’s resignation, that discharge for Cause was warranted. 

v) Change of Control. Section 9 also provides another instance when the Vesting Percentage may be calculated and the Early Termination
Date may be determined. 
 vi) Notwithstanding the foregoing paragraphs (i) through (v), the Option may only be exercised where the
Option Holder, prior to the Option Expiration Date, has not been notified by the Company in writing that he/she has violated the non-competition or confidentiality provisions of any employment contract, confidentiality and nondisclosure agreement or
other agreement between the Option Holder and the Company. 
 6) Payment upon Exercise. Shares in the capital of the Company purchased upon the exercise of
an Option granted under the Plan shall be paid for as follows: 
 a) in cash or by cheque, payable to the order of the Company; 

b) when shares in the capital of the Company are registered under the Securities Exchange Act of 1934, as amended or UK equivalent (the “Exchange
Act”), by (i) delivery of an irrevocable and unconditional undertaking by a creditworthy broker to deliver promptly to the Company sufficient funds to pay the exercise price and any required tax withholding or (ii) delivery by the
Option Holder to the Company of a copy of irrevocable and unconditional instructions to a creditworthy broker to deliver promptly to the Company cash or a check sufficient to pay the exercise price and any required tax withholding; 

  
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 c) when shares in the capital of the Company are registered under the Exchange Act, by delivery (either by actual
delivery or attestation) of shares in the capital of the Company owned by the Option Holder valued at their fair market value as determined by (or in a manner approved by) the Board (“Fair Market Value”), provided (i) such method of
payment is then permitted under applicable law and has no adverse tax or accounting consequences for the Company, (ii) such shares, if acquired directly from the Company, were owned by the Option Holder for such minimum period of time, if any,
as may be established by the Board in its discretion and (iii) such shares are not subject to any repurchase, forfeiture, unfulfilled vesting or other similar requirements; 

d) by any combination of the above permitted forms of payment. 

7) Additional Provisions Regarding Exercise. Further provisions governing the manner in which and the time at which the Option may be exercised are set out in
the Plan. 
 8) Changes in Capitalization. In the event of change in the capitalization of the Company (including but not limited to, stock splits or stock
consolidations) the number of Shares covered by this Option and the Exercise Price of the Shares may be adjusted in such manner as the Board shall determine as set forth in the Plan. 

9) Change of Control. Upon a Change in Control Event, as defined below, the Vesting Percentage of this Option will become 100%. Unless otherwise provided by
the Board at the time of or prior to the consummation of such Change in Control Event, (i) the Option Holder may exercise all or any part of the vested portion of the Option (including the portion for which vesting has been accelerated pursuant
to this Section 9) up until the time immediately prior to the consummation of the Change in Control Event and (ii) any unexercised portion of the Option (including the full unvested portion of the Option) will terminate on such Change in
Control Event. A “Change in Control Event” shall occur if the Company (A) shall come under the control of another person or persons as defined in the Plan or (B) sells substantially all of its assets to a third party. 

10) Tax Indemnification: The Option Holder agrees and undertakes with the Company that: 

a) Withholding. No Shares will be issued pursuant to the exercise of this Option unless and until the Option Holder pays to the Company, or makes provision
satisfactory to the Company for payment of, any federal, national, foreign, state or local withholding taxes (including any employer and employee national insurance contributions) required by law to be withheld in respect of this Option or which the
Option Holder has agreed or elected to bear. 
 b) Tax status. Neither the Company nor any Group Company shall have any liability to the Option Holder if
the Option (or any part thereof) is not or ceases to be a qualifying option under Schedule 5. 
 c) NIC Joint Election. Unless the Board permits otherwise,
the Option may not be exercised unless and until the Company (or any Group Company) has received from the Option Holder a duly completed joint election with the Company, his employer or other company (in the form prescribed by the Board from time to
time) to the effect that the Option Holder will become liable, so far as permissible by law, for the whole of any secondary Class 1 national insurance contributions which may arise in connection with the Option and the Shares which may be or are
acquired on the exercise thereof. 

  
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 d) Restricted Shares Election. Unless the Board permits otherwise, the Option may not be exercised unless and
until the Option Holder enters into a joint election under Section 431(1) of the Income Tax (Earnings and Pensions) Act 2003 in the form as prescribed by the Board from time to time, for the full disapplication of Chapter 2 of Part 7 of that
Act. 
 11) Nothing in this Agreement shall be taken to impose any restriction or limitation upon the exercise by the members of the Company of their rights
to make any alteration to the Articles of Association or the share capital of the Company. 
 12) Nothing in this Agreement shall be construed to grant the
Option Holder the right to continued employment or any other relationship with the Company. The Company expressly reserves the right at any time to dismiss or otherwise terminate its relationship with the Option Holder free from any liability or
claim under the Plan, except as expressly provided herein. 
 13) Details of all restrictions attaching to the Shares which may be acquired upon the
exercise of the Option are contained in the Articles of Association of the Company (a copy of which can be obtained from the Company Secretary). 
 EXECUTED
as a Deed by the parties the day and year first before written. 
  

			
	EXECUTED as a DEED
	 by OXFORD IMMUNOTEC LIMITED
 acting
by two duly authorised officers

	
	EXECUTED as a DEED
	By	 	  

	in the presence of:


  
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 OXFORD IMMUNOTEC LIMITED 

NOTICE OF EMI OPTION EXERCISE 

Date:                     

Oxford Immunotec Limited 
 115D Innovation Drive 

Milton Park 
 Abingdon 

Oxfordshire 
 OX14 4RZ 

Attention: Company Secretary 
 Dear Sir or Madam: 

I am the holder of an EMI Option granted to me under the Oxford Immunotec Limited (the “Company”) Amended and Restated 2008 Stock Incentive Plan on
                     for the purchase of                  ordinary
shares in the capital of the Company at a purchase price of £         per share. 
 I hereby exercise my
option to purchase1 ordinary shares in the capital of the Company (the “Shares”), for which I have enclosed a check for £         in favour
of “Oxford Immunotec Limited” (being the sum of (i) where relevant my immediate income tax and employer and employee national insurance liability, and (ii) the purchase price per Share multiplied by the number of Shares
over which I hereby exercise my option) and return the original Option Agreement and all copies to the Company. 
 I request that I be registered as the
holder of such ordinary shares and a definitive certificate for such shares be prepared in my name. I direct that the certificate be sent to me, at my risk, to the address below. 

 

			
	NAME	 	  

		
	ADDRESS	 	  

		
	NATIONAL	 	  

	INSURANCE #:	 	

 I understand that I have the right, subject to the restrictions noted below and any other applicable restrictions, including
without limitation any insider trading policies and lock-up agreements, to sell the shares prior to the expiration of the disqualifying disposition period, and the Company agrees to make the certificate available to me or my broker to enable me to
effect such sales. 
  

	1 	Enter the number of shares to be purchased upon exercise of all or part of the option. 








 I represent, warrant and covenant as follows: 

1. I am purchasing the Shares for my own account for investment only, and not with a view to, or for sale in connection with, any distribution of the Shares
in violation of the Securities Act of 1933 (the “Securities Act”), or any rule or regulation under the Securities Act. 
 2. I have had such
opportunity as I have deemed adequate to obtain from representatives of the Company such information as is necessary to permit me to evaluate the merits and risks of my investment in the Company. 

3. I have sufficient experience in business, financial and investment matters to be able to evaluate the risks involved in the purchase of the Shares and to
make an informed investment decision with respect to such purchase. 
 4. I can afford a complete loss of the value of the Shares and am able to bear the
economic risk of holding such Shares for an indefinite period. 
 5. I understand that (i) the Shares have not been registered under the Securities Act
and are “restricted securities” within the meaning of Rule 144 under the Securities Act, (ii) the Shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an
exemption from registration is then available; (iii) in any event, the exemption from registration under Rule 144 will not be available for at least one year and even then will not be available unless a public market then exists for the shares,
adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and (iv) there is now no registration statement on file with the Securities and Exchange Commission with
respect to any stock of the Company and the Company has no obligation or current intention to register the Shares under the Securities Act. 
 6. I agree
that, if requested by the Company or any representative of the underwriters (the “Managing Underwriter”) in connection with any registration of the offering of any securities of the Company under the Securities Act, I shall not sell or
otherwise transfer any Shares or other securities of the Company during the 180 day period (or such other period as may be requested in writing by the Managing Underwriter and agreed to in writing by the Company not to exceed 180 days) (the
“Market Standoff Period”) following the effective date of a registration statement of the Company filed under the Securities Act. Such restriction shall apply only to the first registration statement of the Company to become effective
under the Securities Act that includes securities to be sold on behalf of the Company to the public in an underwritten public offering under the Securities Act. The Company may impose stop-transfer instructions with respect to securities subject to
the foregoing restrictions until the end of such Market Standoff Period. 
  

	
	Very truly yours,
	
	  

	SIGNATURE


  
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 SCHEDULE 1 

OXFORD IMMUNOTEC LIMITED 

AMENDED AND RESTATED 2008 STOCK INCENTIVE PLAN 
  

	1.	PURPOSE 

 The purpose of this Amended and Restated 2008 Stock Incentive Plan (the
“Plan”) of Oxford Immunotec Limited, a company registered in England and Wales under No. 4516079 (the “Company”), is to advance the interests of the Company’s stockholders by enhancing the Company’s ability to
attract, retain and motivate persons who are expected to make important contributions to the Company and by providing such persons with equity ownership opportunities and performance-based incentives that are intended to better align the interests
of such persons with those of the Company’s stockholders. Except where the context otherwise requires, the term “Company” shall include any of the Company’s present or future parent or subsidiary corporations as defined in
Sections 424(e) or (f) of the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder (the “Code”) and any other business venture (including, without limitation, joint venture or limited liability
company) in which the Company has a controlling interest, as determined by the Board of Directors of the Company (the “Board”). 
  

	2.	ELIGIBILITY 

 All of the Company’s employees, officers, directors, consultants and advisors are
eligible to be granted options, restricted stock, restricted stock units (“RSUs”) and other stock-based awards (each, an “Award”) under the Plan. Each person who receives an Award under the Plan is deemed a
“Participant”. 
  

	3.	ADMINISTRATION AND DELEGATION 

  

	3.1	Administration by Board of Directors. The Plan will be administered by the Board. The Board shall have authority to grant Awards and to adopt, amend and repeal such administrative rules, guidelines and practices
relating to the Plan as it shall deem advisable. The Board may construe and interpret the terms of the Plan and any Award agreements entered into under the Plan. The Board may correct any defect, supply any omission or reconcile any inconsistency in
the Plan or any Award in the manner and to the extent it shall deem expedient to carry the Plan into effect and it shall be the sole and final judge of such expediency. All decisions by the Board shall be made in the Board’s sole discretion and
shall be final and binding on all persons having or claiming any interest in the Plan or in any Award. No director or person acting pursuant to the authority delegated by the Board shall be liable for any action or determination relating to or under
the Plan made in good faith. 

  

	3.2	Appointment of Committees. To the extent permitted by applicable law, the Board may delegate any or all of its powers under the Plan to one or more committees or subcommittees of the Board (a
“Committee”). All references in the Plan to the “Board” shall mean the Board or a Committee of the Board to the extent that the Board’s powers or authority under the Plan have been delegated to such Committee.



  
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	4.	STOCK AVAILABLE FOR AWARDS 

  

	4.1	Subject to adjustment under Section 6, Awards may be made under the Plan for up to such number of ordinary shares in the capital of the Company (“Shares”) which, subject to waiver by the shareholders of
the Company, equate to 14.6 percent of the Fully Diluted Share Capital (the “Aggregate Share Limit”). “Fully Diluted Share Capital” shall mean the ordinary share capital of the Company on an “as converted” basis being
the number of Shares in issue if all outstanding options, warrants and other rights to subscribe for or to convert into Shares at the relevant date had been exercised in full. Notwithstanding the foregoing, the Aggregate Share Limit shall
immediately and automatically and without any further action by the Company’s shareholders or the Board, revert to 14.6 percent of the Fully Diluted Share Capital on such date or event as may be established by the Company’s shareholders in
any waiver. Subject to adjustment under Section 6, no more than 7,000,000 Shares may be used for Incentive Stock Options (as defined at Section 5.2(a) below). 


If any Award expires or is terminated, surrendered or cancelled without having been fully exercised or is forfeited in whole or in part
(including as the result of shares in the capital of the Company being repurchased by the Company at the original issuance price pursuant to a contractual repurchase right) or results in any such shares not being issued, the unused shares covered by
such an Award shall again be available for the grant of Awards under the Plan. Further, shares in the capital of the Company tendered to the Company by a Participant to exercise an Award shall be added to the number of shares available for the grant
of Awards under the Plan. However, in the case of Incentive Stock Options (as hereinafter defined), the foregoing provisions shall be subject to any limitations under the Code. Shares issued under the Plan may consist in whole or in part of
authorized but unissued shares or treasury shares. 
  

	4.2	Substitute Awards. In connection with a merger or consolidation of an entity with the Company or the acquisition by the Company of property or stock of an entity, the Board may grant Awards in substitution for
any options or other stock or stock-based awards granted by such entity or an affiliate thereof. Substitute Awards may be granted on such terms as the Board deems appropriate in the circumstances, notwithstanding any limitations on Awards contained
in the Plan. Substitute Awards shall not count against the overall share limit set forth in Section 4.1, except as may be required by reason of Section 422 and related provisions of the Code. 


 

	5.	STOCK OPTIONS 

  

	5.1	 General. The Board may grant options to purchase shares in the capital of the Company (each, an “Option”) and determine the number
and class of shares in the capital of the Company to be covered by each Option, the exercise price of each Option and the conditions and limitations applicable to the exercise of each Option, including conditions relating to applicable federal or
state securities laws, as it considers necessary or 



  
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advisable, PROVIDED THAT an Option shall only be granted with the consent of the Remuneration Committee of the Board. An Option that is not intended to be an Incentive Stock Option (as
hereinafter defined) or an EMI Option (as hereinafter defined) shall be designated a “Nonstatutory Stock Option”. 

  

	 	(a)	Incentive Stock Options. An Option that the Board intends to be an “incentive stock option” as defined in Section 422 of the Code (an “Incentive Stock Option”) shall only be granted to employees
of Oxford Immunotec Limited, any of Oxford Immunotec Limited’ s present or future parent or subsidiary corporations as defined in Sections 424(e) or (f) of the Code, and any other entities the employees of which are eligible to receive
Incentive Stock Options under the Code, and shall be subject to and shall be construed consistently with the requirements of Section 422 of the Code. The Company shall have no liability to a Participant, or any other party, if an Option (or any
part thereof) that is intended to be an Incentive Stock Option is not an Incentive Stock Option or for any action taken by the Board, including without limitation the conversion of an Incentive Stock Option to a Nonstatutory Stock Option.


  

	 	(b)	EMI Options. An Option that the Board intends to be an enterprise management incentive option under the terms of Schedule 5 to the UK Income Tax (Earnings and Pensions) Act 2003 (“Schedule 5”) (an “EMI
Option”) shall only be granted to an employee of Oxford Immunotec Limited or its parent or subsidiary corporations who satisfies the requirements of Schedule 5 and the Company shall have no liability to a Participant if an Option (or any part
thereof) that is intended to be an EMI Option is not or ceases to be a qualifying option under Schedule 5. 

  

	5.2	Exercise Price. The Board shall establish the exercise price of each Option and specify the exercise price in the applicable option agreement. The exercise price shall be not less than 100% of the Fair Market
Value (as defined below) on the date the Option is granted. 

  

	5.3	Duration of Options. Each Option shall be exercisable at such times and subject to such terms and conditions as the Board may specify in the applicable option agreement. 


 

	5.4	Exercise of Option - Notice of exercise. Options may be exercised by delivery to the Company of a written notice of exercise signed by the proper person or by any other form of notice (including electronic
notice) approved by the Board together with payment in full as specified in Section 5.6 for the number of shares for which the Option is exercised. 

  

	5.5	Payment upon Exercise. Shares in the capital of the Company purchased upon the exercise of an Option granted under the Plan shall be paid for as follows: 


 

	 	(a)	in cash or by check, payable to the order of the Company; 

  

	 	(b)	 when shares in the capital of the Company are registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or UK
equivalent, except as may otherwise be provided in the applicable option agreement, by (i) delivery of an irrevocable and unconditional undertaking by a creditworthy broker to deliver promptly to the Company sufficient funds to pay the exercise
price and 



  
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any required tax withholding or (ii) delivery by the Participant to the Company of a copy of irrevocable and unconditional instructions to a creditworthy broker to deliver promptly to the
Company cash or a check sufficient to pay the exercise price and any required tax withholding; 

  

	 	(c)	when shares in the capital of the Company are registered under the Exchange Act and to the extent provided for in the applicable option agreement or approved by the Board, in its sole discretion, by delivery (either by
actual delivery or attestation) of shares in the capital of the Company owned by the Participant valued at their fair market value as determined by (or in a manner approved by) the Board (“Fair Market Value”), provided (i) such method
of payment is then permitted under applicable law, (ii) such shares, if acquired directly from the Company, were owned by the Participant for such minimum period of time, if any, as may be established by the Board in its discretion and
(iii) such shares are not subject to any repurchase, forfeiture, unfulfilled vesting or other similar requirements; 

  

	 	(d)	to the extent provided for in the applicable option agreement or approved by the Board, in its sole discretion by (i) delivery of a promissory note of the Participant to the Company on terms determined by the
Board, or (ii) payment of such other lawful consideration as the Board may determine; or 

  

	 	(e)	by any combination of the above permitted forms of payment. 

  

	6.	RESTRICTED STOCK; RESTRICTED STOCK UNITS 

  

	6.1	General. The Board may grant Awards entitling recipients to acquire shares in the capital of the Company (“Restricted Stock”), subject to the right of the Company to repurchase all or part of such
shares at their issue price or other stated or formula price (or to require forfeiture of such shares if issued at no cost) from the recipient in the event that conditions specified by the Board in the applicable Award are not satisfied prior to the
end of the applicable restriction period or periods established by the Board for such Award. Instead of granting Awards for Restricted Stock, the Board may grant Awards entitling the recipient to receive shares in the capital of the Company or cash
to be delivered at the time such Award vests (“Restricted Stock Units”) (Restricted Stock and Restricted Stock Units are each referred to herein as a “Restricted Stock Award”). 


 

	6.2	Terms and Conditions for All Restricted Stock Awards. The Board shall determine the terms and conditions of a Restricted Stock Award, including the conditions for vesting and repurchase (or forfeiture) and the
issue price, if any. 

  

	6.3	Additional Provisions Relating to Restricted Stock. 

  

	 	(a)	 Dividends. Participants holding shares of Restricted Stock will be entitled to all ordinary cash dividends paid with respect to such shares, unless
otherwise provided by the Board. Unless otherwise provided by the Board, if any dividends or distributions are paid in shares, or consist of a dividend or distribution to holders of shares in the capital of the Company other than an ordinary cash




  
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dividend, the shares, cash or other property will be subject to the same restrictions on transferability and forfeitability as the shares of Restricted Stock with respect to which they were paid.
Each dividend payment will be made no later than the end of the calendar year in which the dividends are paid to shareholders of that class of shares or, if later, the 15th day of the third month following the date the dividends are paid to
shareholders of that class of shares. 

  

	 	(b)	Share Certificates. The Company may require that any share certificates issued in respect of shares of Restricted Stock shall be deposited in escrow by the Participant, together with a stock transfer form endorsed in
blank, with the Company (or its designee). At the expiration of the applicable restriction periods, the Company (or such designee) shall deliver the certificates no longer subject to such restrictions to the Participant or if the Participant has
died, to the beneficiary designated, in a manner determined by the Board, by a Participant to receive amounts due or exercise rights of the Participant in the event of the Participant’s death (the “Designated Beneficiary”). In the
absence of an effective designation by a Participant, “Designated Beneficiary” shall mean the Participant’s estate. 

  

	7.	OTHER STOCK-BASED AWARDS 

 Other Awards of shares in the capital of the Company, and
other Awards that are valued in whole or in part by reference to, or are otherwise based on, shares in the capital of the Company or other property, may be granted hereunder to Participants (“Other Stock-Based Awards”), including without
limitation stock appreciation rights (“SARs”) and Awards entitling recipients to receive shares in the capital of the Company to be delivered in the future. Such Other Stock-Based Awards shall also be available as a form of payment in the
settlement of other awards granted under the Plan or as payment in lieu of compensation to which a Participant is otherwise entitled. Other Stock-Based Awards may be paid in shares in the capital of the Company or cash, as the Board shall determine.
Subject to the provisions of the Plan, the Board shall determine the terms and conditions of each Other Stock-Based Award, including any purchase price applicable thereto. 
  

	8.	ADJUSTMENTS FOR CHANGES IN THE SHARE CAPITAL OF THE COMPANY AND CERTAIN OTHER EVENTS 

  

	8.1	Changes in Capitalization. 

  

	 	(a)	Adjustment. The number of shares available for Award under the Plan, the number of shares over which an Option is granted and the exercise price per share subject to Option, the number of shares subject to and
the repurchase price per share subject to each outstanding Restricted Stock Award, and the terms of each other outstanding Award may be adjusted in such manner as the Board shall determine following any capitalization issue (other than a scrip
dividend), rights issue, recapitalization, subdivision, consolidation, reduction or other variation of share capital of the Company. 


  
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	 	(b)	Limitation or adjustments. No adjustment under Section 8.1(a) above shall be made which would reduce the exercise price per share subject to Option to subscribe for shares in the capital of the Company below
the nominal value of a share unless and to the extent that the Board: 

  

	 	(i)	is authorized to capitalize from the reserves of the Company a sum equal to the amount by which the nominal value of the shares subject to the Option exceeds the adjusted exercise price; and 


 

	 	(ii)	applies such sum (if any) in paying up the amount by which the aggregate nominal value of the shares in respect of which the Option is being exercised exceeds the total exercise price for such shares. 


 

	 	(c)	Action following adjustment. The Company may take such steps as it may consider necessary to notify Participants of any adjustment made under Section 8.1(a) and to call in, cancel, endorse, issue or reissue
any option certificate or agreement subsequent upon such adjustment. 

  

	8.2	Change of Control. 

  

	 	(a)	Subject to Section 8.2(c) if any person: 

  

	 	(i)	makes an offer to acquire the whole of the share capital of the Company which is made on a condition such that if it is satisfied the person making the offer will have Control (having in this Section 8.2 the
meaning given in section 719 of the UK Income Tax (Earnings and Pensions) Act 2003) of the Company; or 

  

	 	(ii)	makes an offer to acquire all of the shares in the Company which are the same class as the Shares; or 

  

	 	(iii)	negotiates a share sale and purchase agreement with the shareholders of the Company which contemplates that such person will obtain Control of the Company upon completion; or 


 

	 	(iv)	obtains Control of the Company in any other circumstances or as a result of any other transaction or series of related transactions; or 


 

	 	(v)	effects any action, transaction or series of related transactions that the Board determines should be treated as if it was a change in Control of the Company; 


the Board may take any one or more of the following actions as to all or any (or any portion of) outstanding Awards other than Restricted Stock
Awards on such terms as the Board determines: (A) upon written notice to a Participant, provide that the Participant’s unexercised Awards will terminate immediately prior to the consummation of such change in Control event unless exercised
by the Participant within a specified period following the date of such notice, (B) provide that 

  
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Awards shall be assumed, or substantially equivalent Awards shall be substituted, by the acquiring or succeeding corporation (or an affiliate thereof), (C) provide that outstanding Awards
shall become exercisable in whole or in part prior to or upon such change in Control event, (D) in the event of a change in Control event under the terms of which holders of shares in the capital of the Company will receive upon consummation
thereof a cash payment for each share surrendered in the change in Control event (the “Acquisition Price”), make or provide for a cash payment to a Participant equal to the excess, if any, of (y) the Acquisition Price times the number
of shares subject to the Participant’s Awards (to the extent the exercise price does not exceed the Acquisition Price) over (z) the aggregate exercise price of all such outstanding Awards and any applicable tax withholdings, in exchange
for the termination of such Awards, (E) provide that, in connection with a liquidation or dissolution of the Company, Awards shall convert into the right to receive liquidation proceeds (if applicable, net of the exercise price thereof and any
applicable tax withholdings) and (F) any combination of the foregoing. In taking any of the actions permitted under this Section 8.2, the Board shall not be obligated by the Plan to treat all Awards, all Awards held by a Participant, or
all Awards of the same type, identically. 
  

	 	(b)	Upon the occurrence of a change of Control as described at (a) above the Board may determine that (i) the repurchase and other rights of the Company under each outstanding Restricted Stock Award shall inure to
the benefit of the Company’s successor and shall, unless the Board determines otherwise, apply to the cash, securities or other property which the shares in the capital of the Company was converted into or exchanged for pursuant to such Change
of Control in the same manner and to the same extent as they applied to the shares in the capital of the Company subject to such Restricted Stock Award or (ii) except to the extent specifically provided to the contrary in the instrument
evidencing any Restricted Stock Award or any other agreement between a Participant and the Company, all restrictions and conditions on all Restricted Stock Awards then outstanding shall automatically be deemed terminated or satisfied.


  

	 	(c)	Holding Company. Awards shall not become exercisable without the consent of the Board under the foregoing provisions of this Section 8.2 if the purpose and effect of the transaction is to create a new “holding
company” for the Company, such company having substantially the same shareholders and proportionate shareholdings as those of the Company immediately prior to the transaction. 


 

	 	(d)	Notwithstanding anything herein to the contrary, in no event shall the listing of any class of the Company’s shares on a public securities exchange be considered a change in Control of the Company, unless the Board
specifically determines otherwise at the time of such listing. 

  

	8.3	Sale of Assets. On a sale of substantially all of the assets of the Company, the provisions of Section 8.2 (Change of Control) shall apply to the extent that the Board may take any of the actions described
at (A), (B), (C), (D), (E) or (F) therein in relation to outstanding Awards. 


  
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	9.	GENERAL PROVISIONS APPLICABLE TO AWARDS 

  

	9.1	Transferability of Awards. Except as the Board may otherwise determine or provide in an Award, Awards shall not be sold, assigned, transferred, pledged or otherwise encumbered by the person to whom they are
granted, either voluntarily or by operation of law, except by will or the laws of descent and distribution or, other than in the case of an Incentive Stock Option, pursuant to a qualified domestic relations order, and, during the life of the
Participant, shall be exercisable only by the Participant. References to a Participant, to the extent relevant in the context, shall include references to authorized transferees. 


 

	9.2	Documentation. Each Award shall be evidenced in such form (written, electronic or otherwise) as the Board shall determine. Each Award may contain terms and conditions in addition to those set forth in the Plan.


  

	9.3	Board Discretion. Except as otherwise provided by the Plan, each Award may be made alone or in addition or in relation to any other Award. The terms of each Award need not be identical, and the Board need not
treat Participants uniformly. 

  

	9.4	Termination of Status. The Board shall determine the effect on an Award of the disability, death, termination or other cessation of employment, authorized leave of absence or other change in the employment or
other status of a Participant and the extent to which, and the period during which, the Participant, or the Participant’s legal representative, conservator, guardian or Designated Beneficiary, may exercise rights under the Award.


  

	9.5	Withholding. Each Participant shall pay to the Company, or make provision satisfactory to the Board for payment of, any taxes required by law to be withheld in connection with Awards to such Participant no later
than the date of the event creating the tax liability. Except as the Board may otherwise provide in an Award, when shares in the capital of the Company are registered under the Exchange Act, Participants may satisfy such tax obligations in whole or
in part by delivery of such shares, including shares retained from the Award creating the tax obligation, valued at their Fair Market Value; provided, however, that the total tax withholding where stock is being used to satisfy such tax obligations
cannot exceed the Company’s minimum statutory withholding obligations (based on minimum statutory withholding rates for federal, state and local tax purposes, including income taxes, social taxes, national insurance contributions, payroll
taxes, and any other taxes that are applicable to such supplemental taxable income). The Company may, to the extent permitted by law, deduct any such tax obligations from any payment of any kind otherwise due to a Participant. Shares surrendered to
satisfy tax withholding requirements cannot be subject to any repurchase, forfeiture, unfulfilled vesting or other similar requirements. 

  

	9.6	Amendment of Award. The Board may amend, modify or terminate any outstanding Award, including but not limited to, substituting therefor another Award of the same or a different type, changing the date of exercise
or realization, and converting an Incentive Stock Option to a Nonstatutory Stock Option. The Participant’s consent to such action shall be required unless (i) the Board determines that the action, taking into account any related action,
would not materially and adversely affect the Participant’s rights under the Plan or (ii) the change is permitted under Section 8 hereof. 


  
 -8- 









	9.7	Conditions on Delivery of Stock. The Company will not be obligated to deliver any shares pursuant to the Plan or to remove restrictions from shares previously delivered under the Plan until (i) all
conditions of the Award have been met or removed to the satisfaction of the Company, (ii) in the opinion of the Company’s counsel, all other legal matters in connection with the issuance and delivery of such shares have been satisfied,
including any applicable securities laws and any applicable stock exchange or stock market rules and regulations, and (iii) the Participant has executed and delivered to the Company such representations or agreements as the Company may consider
appropriate to satisfy the requirements of any applicable laws, rules or regulations. 

  

	9.8	Acceleration. The Board may at any time provide that any Award shall become immediately exercisable in full or in part, free of some or all restrictions or conditions, or otherwise realizable in full or in part,
as the case may be. 

  

	10.	MISCELLANEOUS 

  

	10.1	No Right to Employment or Other Status. No person shall have any claim or right to be granted an Award, and the grant of an Award shall not be construed as giving a Participant the right to continued employment
or any other relationship with the Company. The Company expressly reserves the right at any time to dismiss or otherwise terminate its relationship with a Participant free from any liability or claim under the Plan, except as expressly provided in
the applicable Award. 

  

	10.2	No Rights as Stockholder. Subject to the provisions of the applicable Award, no Participant or Designated Beneficiary shall have any rights as a stockholder with respect to any shares in the capital of the
Company to be distributed with respect to an Award until becoming the record holder of such shares. 

  

	10.3	Effective Date and Term of Plan. The Plan shall become effective on the date on which it is adopted by the Board. No Awards shall be granted under the Plan after the expiration of 10 years from the earlier of
(i) the date on which the Amended and Restated version of the Plan was adopted by the Board or (ii) the date the Amended and Restated version of the Plan was approved by the Company’s stockholders, but Awards previously granted may
extend beyond that date. 

  

	10.4	Amendment of Plan. The Board may amend, suspend or terminate the Plan or any portion thereof at any time; provided that if at any time the approval of the Company’s stockholders is required as to any
modification or amendment under Section 422 of the Code or any successor provision with respect to Incentive Stock Options, the Board may not effect such modification or amendment without such approval. Unless otherwise specified in the
amendment, any amendment to the Plan adopted in accordance with this Section 10.4 shall apply to, and be binding on the holders of, all Awards outstanding under the Plan at the time the amendment is adopted, provided the Board determines that
such amendment does not materially and adversely affect the rights of Participants under the Plan. 


  
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	10.5	Authorization of Sub-Plans. The Board may from time to time establish one or more sub-plans under the Plan for purposes of satisfying applicable blue sky, securities or tax laws of various jurisdictions. The
Board shall establish such sub-plans by adopting supplements to this Plan containing (i) such limitations on the Board’s discretion under the Plan as the Board deems necessary or desirable or (ii) such additional terms and conditions
not otherwise inconsistent with the Plan as the Board shall deem necessary or desirable. All supplements adopted by the Board shall be deemed to be part of the Plan, but each supplement shall apply only to Participants within the affected
jurisdiction and the Company shall not be required to provide copies of any supplement to Participants in any jurisdiction which is not the subject of such supplement. 


 

	10.6	Compliance with Code Section 409A. No Award shall provide for deferral of compensation that does not comply with Section 409A of the Code, unless the Board, at the time of grant, specifically provides
that the Award is not intended to comply with Section 409A of the Code. The Company shall have no liability to a Participant, or any other party, if an Award that is intended to be exempt from, or compliant with, Section 409A is not so
exempt or compliant or for any action taken by the Board. 

  

	10.7	Governing Law. The provisions of the Plan and all Awards made hereunder shall be governed by and interpreted in accordance with English law. 


  
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 SCHEDULE 2 

HM REVENUE & CUSTOMS NOTICE OF GRANT 

  
 -11- 








  

			
	 




	  	Enterprise Management Incentives

 Notice of an option granted under Schedule 5 Income Tax (Earnings and Pensions) Act 2003 

 



			
	  

1.
  


 Name 

	
	Oxford Immunotec Ltd.

 Company Registration Number (CRN) 

	
	04516079

 Registered office 

	
	 94C Innovation Drive

Milton Park
 Abingdon, Oxfordshire

OX14 4RY
 United Kingdon

 


 Corporation Tax reference 

	
	664/7306009976

  

			
	  

2.
  


 Name 

	
	 

 Corporation Tax reference 

	
	 

 PAYE reference 

	
	 

  

			
	  

3.
  


 Enter the date this option was granted 
  

			
	 	 	

 

 Enter the exercise price per share 

			
	 	 	

 Enter the actual market value per share at date option was granted 

			
	 	 	

 Has the market value of shares at the date this option was granted been agreed with Shares Valuation? 

                          
                                      Yes   ̈    No   ̈ 
 Were the
company’s shares listed on a recognised stock exchange at the date this option was granted? 

                          
                                      Yes   ̈    No   ̈ 
  

			
	  

4.
  


 Total unrestricted market value (at date of grant) of this employee’s unexercised Enterprise Management Incentives (EMI)
options (including this option) 
  

			
	 	 	

 Total unrestricted market value (at date of grant) of this employee’s unexercised CSOP and EMI options in the employer
company or other group company (including this option) 
  

			
	 	 	

 If this notification is in respect of a replacement option, enter the name of the company granting the original option

  

	
	 

 
 


  
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 Enter the maximum number of shares over which this option is granted 

 

			
	 	  	

 Enter the class of shares 
  

			
	 
	  

5.
  


 Name in full 
  

			
	 
	 

 National Insurance number 

			
	 	  	

 I declare that I work for the company whose shares are the subject of this option, or for a subsidiary of that company for

 (check one box only) 
  ̈ at least 25 hours a week, or 
  ̈ at least 75% of my
working time 
  
  

Signature 
  

			
	 
	 

 Date 

			
	 	  	

 

 Enter the Company Registration Number (CRN) of the company granting original option 

 

			
	 

 Enter the date of grant of the original option. 

			
	 	  	

 Now complete the declaration overleaf 

			
	  

6.
  


 Name in full 
  

			
	 
	 

 I confirm that the option agreement is available for inspection at any time 

I declare that the option set out in the agreement satisfies the requirements of Schedule 5 Income Tax (Earnings and Pensions) Act 2003 in respect of 

(check one box only) 

 ̈ all the shares, or 

 ̈ some of the shares 
  

					
	 Enter the number of shares
	  		  	 

 Signature 
  

			
	 
	 

 Date 

			
	 	  	

 
 


  
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