EX-10.1



 Exhibit 10.1 

GI DYNAMICS, INC. 
 2011
EMPLOYEE, DIRECTOR AND CONSULTANT EQUITY INCENTIVE PLAN 
  

	 	1.	 DEFINITIONS. 
	 

 Unless otherwise specified or unless the context
otherwise requires, the following terms, as used in this GI Dynamics, Inc. 2011 Employee, Director and Consultant Equity Incentive Plan, have the following meanings: 

Administrator means the Board of Directors, unless it has delegated power to act on its behalf to
the Committee, in which case the Administrator means the Committee. 
 Affiliate means a
corporation which, for purposes of Section 424 of the Code, is a parent or subsidiary of the Company, direct or indirect. 

Agreement means an agreement between the Company and a Participant delivered pursuant to the Plan
and pertaining to a Stock Right, in such form as the Administrator shall approve. 
 ASX means ASX
Limited ACN 008 624 691 or the market it operates, as the context requires. 
 ASX Listing Rules
means the Listing Rules of ASX and any other rules of ASX which are applicable while the Company is admitted to the official list of ASX, each as amended or replaced from time to time, except to the extent of any express written waiver by ASX. 

ASX Settlement means ASX Settlement Pty Limited (ABN 49 008 504 532). 

ASX Settlement Operating Rules means the settlement and operating rules of the settlement facility
providing by ASX Settlement. 
 Board of Directors means the Board of Directors of the Company.

 Cause means, with respect to a Participant (a) dishonesty with respect to the Company or
any Affiliate, (b) insubordination, substantial malfeasance or non-feasance of duty, (c) unauthorized disclosure of confidential information, (d) breach by a Participant of any provision of any
employment, consulting, advisory, nondisclosure, non-competition or similar agreement between the Participant and the Company or any Affiliate, and (e) conduct substantially prejudicial to the business of the Company or any Affiliate; provided,
however, that any provision in an agreement between a Participant and the Company or an Affiliate, which contains a conflicting definition of Cause for termination and which is in effect at the time of such termination, shall supersede this
definition with respect to that Participant. The determination of the Administrator as to the existence of Cause will be conclusive on the Participant and the Company. 







 CDIs means CHESS Depositary Interests representing an
interest in one-fifth of a Share. 
 CHESS Depositary Interests has the meaning given to that term
in the ASX Settlement Operating Rules. 
 Code means the United States Internal Revenue Code of
1986, as amended including any successor statute, regulation and guidance thereto. 
 Committee
means the committee of the Board of Directors to which the Board of Directors has delegated power to act under or pursuant to the provisions of the Plan. 

Common Stock means shares of the Company’s common stock, $.01 par value per share (which will
at all times while the Company is listed on ASX trade on ASX in the form of CDIs). 
 Company
means GI Dynamics, Inc., a Delaware corporation. 
 Consultant means any natural person who is an
advisor or consultant that provides bona fide services to the Company or its Affiliates, provided that such services are not in connection with the offer or sale of securities in a capital raising transaction, and do not directly or indirectly
promote or maintain a market for the Company’s or its Affiliates’ securities. 

Disability or Disabled means permanent and total disability as defined in
Section 22(e)(3) of the Code. 
 Employee means any employee of the Company or of an
Affiliate (including, without limitation, an employee who is also serving as an officer or director of the Company or of an Affiliate), designated by the Administrator to be eligible to be granted one or more Stock Rights under the Plan. 

Exchange Act means the United States Securities Exchange Act of 1934, as amended. 

Fair Market Value of a Share of Common Stock means: 

(1)        If the Common Stock is listed or quoted
on a securities exchange (including without limitation ASX) or traded in the over-the-counter market and sales prices are regularly reported for the Common Stock, the
closing price or, if not applicable, the last price of a share of Common Stock as quoted on that securities exchange constituting the primary market for the Common Stock, as reported in The Wall Street Journal, the Australian Financial Review
or such other source as the Company deems reliable and if such applicable date is not a trading day, the last market trading day prior to such date; 

  
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(2)        If the Common Stock is not traded on a
securities exchange but is traded on the over-the-counter market, if sales prices are not regularly reported for the Common Stock for the trading day referred to in
clause (1), and if bid and asked prices for the Common Stock are regularly reported, the mean between the bid and the asked price for the Common Stock at the close of trading in the over-the-counter market for the trading day on which Common
Stock was traded on the applicable date and if such applicable date is not a trading day, the last market trading day prior to such date; and 

(3)        If the Common Stock is neither listed on
a securities exchange nor traded in the over-the-counter market, such value as the Administrator, in good faith, shall determine. 

ISO means an option intended to qualify as an incentive stock option under Section 422 of the
Code. 
 Non-Qualified Option means an option which is not
intended to qualify as an ISO. 
 Option means an ISO or
Non-Qualified Option granted under the Plan. 

Participant means an Employee, director or Consultant of the Company or an Affiliate to whom one or
more Stock Rights are granted under the Plan. As used herein, “Participant” shall include “Participant’s Survivors” where the context requires. 

Plan means this GI Dynamics, Inc. 2011 Employee, Director and Consultant Equity Incentive Plan. 

Securities Act means the United States Securities Act of 1933, as amended. 

Shares means shares of the Common Stock as to which Stock Rights have been or may be granted under
the Plan or any shares of capital stock into which the Shares are changed or for which they are exchanged within the provisions of Paragraph 4 of the Plan. The Shares issued under the Plan may be authorized and unissued shares or shares held by
the Company in its treasury, or both. 
 Stock-Based Award means a grant by the Company under the
Plan of an equity award or an equity based award which is not an Option or a Stock Grant. 
 Stock
Grant means a grant by the Company of Shares under the Plan. 
 Stock Right means a right to
Shares or the value of Shares of the Company granted pursuant to the Plan -- an ISO, a Non-Qualified Option, a Stock Grant or a Stock-Based Award. 

Survivor means a deceased Participant’s legal representatives and/or any person or persons who
acquired the Participant’s rights to a Stock Right by will or by the laws of descent and distribution. 

  
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	 	2.	 PURPOSES OF THE PLAN. 
	 

 The Plan is intended to encourage ownership of
Shares by Employees and directors of and certain Consultants to the Company and its Affiliates in order to attract and retain such people, to induce them to work for the benefit of the Company or of an Affiliate and to provide additional incentive
for them to promote the success of the Company or of an Affiliate. The Plan provides for the granting of ISOs, Non-Qualified Options, Stock Grants and Stock-Based Awards. 

 

	 	3.	 EFFECT OF ASX LISTING RULES ON OPERATION OF THE PLAN 
	 

 If the Company is admitted to the official list of ASX, then, for
so long as the Company is admitted to the official list of ASX, the following will apply: 

(a)        Notwithstanding anything contained in
this Plan, if the ASX Listing Rules prohibit an act being done, the act shall not be done. 

(b)        Nothing contained in this Plan prevents
an act being done that the ASX Listing Rules require to be done. 

(c)        If the ASX Listing Rules require an act
to be done or not to be done, authority is given for that act to be done or not to be done (as the case may be). 

(d)        If the ASX Listing Rules require this
Plan to contain a provision and it does not contain such a provision, this Plan is deemed to contain that provision. 

(e)        If the ASX Listing Rules require this
Plan not to contain a provision and it contains such a provision, this Plan is deemed not to contain that provision. 

(f)        If any provision of this Plan is or
becomes inconsistent with the ASX Listing Rules, this Plan is deemed not to contain that provision to the extent of the inconsistency. 
  

	 	4.	 SHARES SUBJECT TO THE PLAN. 
	 


(a)        The number of Shares which may be issued
from time to time pursuant to this Plan shall be the sum of: (i) 4,500,000 shares of Common Stock, (ii) 802,350 shares of Common Stock previously reserved for issuance under the Company’s 2003 Omnibus Stock Plan which were are not
currently subject to awards granted thereunder and (iii) any shares of Common Stock that are represented by awards granted under the Company’s 2003 Omnibus Stock Plan that are forfeited, expire or are cancelled without delivery of shares
of Common Stock or which result in the forfeiture of shares of Common Stock back to the Company on or after the date on which the Board of Directors adopts this Plan, or the equivalent of such number of Shares after the Administrator, in its sole
discretion, has interpreted the effect of any stock split, stock dividend, combination, recapitalization or similar transaction in accordance with Paragraph 25 of this Plan; provided, however, that no more than 6,671,908 Shares shall be added to the
Plan pursuant to subsection (iii). 

  
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(b)         Notwithstanding Subparagraph
(a) above, on the first day of each fiscal year of the Company during the period beginning in fiscal year 2012, and ending on the second day of fiscal year 2020, the number of Shares that may be issued from time to time pursuant to the Plan,
shall be increased by an amount equal to the lesser of (i) 5,000,000 or the equivalent of such number of Shares after the Administrator, in its sole discretion, has interpreted the effect of any stock split, stock dividend, combination,
recapitalization or similar transaction in accordance with Paragraph 25 of the Plan; (ii) 4% of the number of outstanding shares of Common Stock on such date; and (iii) an amount determined by the Board. 

(c)         If an Option ceases to be
“outstanding”, in whole or in part (other than by exercise), or if the Company shall reacquire (at not more than its original issuance price) any Shares issued pursuant to a Stock Grant or Stock-Based Award, or if any Stock Right expires
or is forfeited, cancelled, or otherwise terminated or results in any Shares not being issued, the unissued or reacquired Shares which were subject to such Stock Right shall again be available for issuance from time to time pursuant to this Plan.
Notwithstanding the foregoing, if a Stock Right is exercised, in whole or in part, by tender of Shares or if the Company or an Affiliate’s tax withholding obligation is satisfied by withholding Shares, the number of Shares deemed to have been
issued under the Plan for purposes of the limitation set forth in Paragraph 4(a) above shall be the number of Shares that were subject to the Stock Right or portion thereof, and not the net number of Shares actually issued. However, in the case of
ISOs, the foregoing provisions shall be subject to any limitations under the Code. 
  

	 	5.	 ADMINISTRATION OF THE PLAN. 
	 

 The Administrator of the Plan will be the Board of
Directors, except to the extent the Board of Directors delegates its authority to the Committee, in which case the Committee shall be the Administrator. Subject to the provisions of the Plan, the Administrator is authorized to: 

(a)        Interpret the provisions of the Plan and
all Stock Rights and to make all rules and determinations which it deems necessary or advisable for the administration of the Plan; 

(b)        Determine which Employees, directors and
Consultants shall be granted Stock Rights; 

(c)        Determine the number of Shares for which
a Stock Right or Stock Rights shall be granted, provided, however, that in no event shall Stock Rights with respect to more than 5,569,659 Shares be granted to any Participant in any fiscal year; 

(d)        Specify the terms and conditions upon
which a Stock Right or Stock Rights may be granted; 

(e)        Amend any term or condition of any
outstanding Stock Right, including, without limitation, to increase the exercise price or purchase price or accelerate the vesting schedule, provided that (i) such term or condition as amended is permitted by the Plan; (ii) any such
amendment shall not impair the rights of a Participant under any Stock Right previously granted without such Participant’s consent or in the event of death of the Participant the Participant’s Survivors; and (iii) any such amendment
shall be made only after the Administrator determines 

  
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whether such amendment would cause any adverse tax consequences to the Participant, including, but not limited to, the annual vesting limitation contained in Section 422(d) of the Code and
described in Paragraph 7(b)(iv) below with respect to ISOs and pursuant to Section 409A of the Code; 

(f)        Buy out for a payment in cash or Shares,
a Stock Right previously granted and/or cancel any such Stock Right and grant in substitution therefor other Stock Rights, covering the same or a different number of Shares and having an exercise price or purchase price per share which may be lower
or higher than the exercise price or purchase price of the cancelled Stock Right, based on such terms and conditions as the Administrator shall establish and the Participant shall accept; and 

(g)        Adopt any sub-plans applicable to
residents of any specified jurisdiction as it deems necessary or appropriate in order to comply with or take advantage of any tax or other laws applicable to the Company, any Affiliate or to Participants or to otherwise facilitate the administration
of the Plan, which sub-plans may include additional restrictions or conditions applicable to Stock Rights or Shares issuable pursuant to a Stock Right; 

provided, however, that all such interpretations, rules, determinations, terms and conditions shall be made
and prescribed in the context of not causing any adverse tax consequences under Section 409A of the Code and preserving the tax status under Section 422 of the Code of those Options which are designated as ISOs. Subject to the foregoing,
the interpretation and construction by the Administrator of any provisions of the Plan or of any Stock Right granted under it shall be final, unless otherwise determined by the Board of Directors, if the Administrator is the Committee. In addition,
if the Administrator is the Committee, the Board of Directors may take any action under the Plan that would otherwise be the responsibility of the Committee. 

To the extent permitted under applicable law, the Board of Directors or the Committee may
allocate all or any portion of its responsibilities and powers to any one or more of its members and may delegate all or any portion of its responsibilities and powers to any other person selected by it. The Board of Directors or the Committee may
revoke any such allocation or delegation at any time. Notwithstanding the foregoing if the Company is subject to Section 16 of the Exchange Act, only the Board of Directors or the Committee shall be authorized to grant a Stock Right to any
director of the Company or to any “officer” of the Company as defined by Rule 16a-1 under the Exchange Act. 
  

	 	6.	 ELIGIBILITY FOR PARTICIPATION. 
	 

 The Administrator will, in its sole discretion,
name the Participants in the Plan; provided, however, that each Participant must be an Employee, director or Consultant of the Company or of an Affiliate at the time a Stock Right is granted. Notwithstanding the foregoing, the Administrator may
authorize the grant of a Stock Right to a person not then an Employee, director or Consultant of the Company or of an Affiliate; provided, however, that the actual grant of such Stock Right shall be conditioned upon such person becoming eligible to
become a Participant at or prior to the time of the execution of the Agreement evidencing such Stock Right. ISOs may be granted only to Employees who are deemed to be residents of the United 

  
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States for tax purposes. Non-Qualified Options, Stock Grants and Stock-Based Awards may be granted to any Employee, director or Consultant of the Company
or an Affiliate. The granting of any Stock Right to any individual shall neither entitle that individual to, nor disqualify him or her from, participation in any other grant of Stock Rights or any grant under any other benefit plan established by
the Company or any Affiliate for Employees, directors or Consultants. 
  

	 	7.	 TERMS AND CONDITIONS OF OPTIONS. 
	 

 Each Option shall be set forth in writing in an
Option Agreement, duly executed by the Company and, to the extent required by law or requested by the Company, by the Participant. The Administrator may provide that Options be granted subject to such terms and conditions, consistent with the terms
and conditions specifically required under this Plan, as the Administrator may deem appropriate including, without limitation, subsequent approval by the shareholders of the Company of this Plan or any amendments thereto. The Option Agreements shall
be subject to at least the following terms and conditions: 

(a)        
Non-Qualified Options: Each Option intended to be a Non-Qualified Option shall be subject to the terms and conditions which the Administrator determines to be
appropriate and in the best interest of the Company, subject to the following minimum standards for any such Non-Qualified Option: 
  

	 	(i)	 Exercise Price: Each Option Agreement shall state the exercise price (per share) of the Shares covered by each Option, which exercise
price shall be determined by the Administrator and shall be at least equal to the Fair Market Value per share of Common Stock on the date of grant of the Option. 
	 

  

	 	(ii)	 Number of Shares:  Each Option Agreement shall state the number of Shares to which it pertains. 
	 

  

	 	(iii)	 Option Periods:  Each Option Agreement shall state the date or dates on which it first is exercisable and the date after which it
may no longer be exercised, and may provide that the Option rights accrue or become exercisable in installments over a period of months or years, or upon the occurrence of certain conditions or the attainment of stated goals or events. 
	 

  

	 	(iv)	 Option Conditions:  Exercise of any Option may be conditioned upon the Participant’s execution of a Share purchase agreement
in form satisfactory to the Administrator providing for certain protections for the Company and its other shareholders, including requirements that: 
	 

  

	 	A.	 The Participant’s or the Participant’s Survivors’ right to sell or transfer the Shares may be restricted; and 
	 

  

	 	B.	 The Participant or the Participant’s Survivors may be required to execute letters of investment intent and must also acknowledge that the
Shares will bear legends noting any applicable restrictions. 
	 


  
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	 	(v)	 Term of Option: Each Option shall terminate not more than ten years from the date of the grant or at such earlier time as the Option
Agreement may provide. 
	 


(b)        ISOs:    Each
Option intended to be an ISO shall be issued only to an Employee who is deemed to be a resident of the United States for tax purposes, and shall be subject to the following terms and conditions, with such additional restrictions or changes as the
Administrator determines are appropriate but not in conflict with Section 422 of the Code and relevant regulations and rulings of the Internal Revenue Service: 
  

	 	(i)	 Minimum standards:  The ISO shall meet the minimum standards required of Non-Qualified
Options, as described in Paragraph 7(a) above, except clause (i) and (v) thereunder. 
	 

  

	 	(ii)	 Exercise Price:  Immediately before the ISO is granted, if the Participant owns, directly or by reason of the applicable
attribution rules in Section 424(d) of the Code: 
	 

  

	 	A.	 10% or less of the total combined voting power of all classes of stock of the Company or an Affiliate, the exercise price per share of the
Shares covered by each ISO shall not be less than 100% of the Fair Market Value per share of the Common Stock on the date of grant of the Option; or 
	 

  

	 	B.	 More than 10% of the total combined voting power of all classes of stock of the Company or an Affiliate, the exercise price per share of the Shares
covered by each ISO shall not be less than 110% of the Fair Market Value per share of the Common Stock on the date of grant of the Option. 
	 

  

	 	(iii)	 Term of Option:  For Participants who own: 
	 

  

	 	A.	 10% or less of the total combined voting power of all classes of stock of the Company or an Affiliate, each ISO shall terminate not more
than ten years from the date of the grant or at such earlier time as the Option Agreement may provide; or 
	 

  

	 	B.	 More than 10% of the total combined voting power of all classes of stock of the Company or an Affiliate, each ISO shall terminate not more than
five years from the date of the grant or at such earlier time as the Option Agreement may provide. 
	 

  

	 	(iv)	 Limitation on Yearly Exercise:  The Option Agreements shall restrict the amount of ISOs which may become exercisable in any
calendar year (under this or any other ISO plan of the Company or an Affiliate) so that the aggregate Fair Market Value (determined on the date each ISO is granted) of the stock with respect to which ISOs are exercisable for the first time by the
Participant in any calendar year does not exceed $100,000. 
	 


  
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	 	8.	 TERMS AND CONDITIONS OF STOCK GRANTS. 
	 

 Each Stock Grant to a Participant shall state the
principal terms in an Agreement duly executed by the Company and, to the extent required by law or requested by the Company, by the Participant. The Agreement shall be in a form approved by the Administrator and shall contain terms and conditions
which the Administrator determines to be appropriate and in the best interest of the Company, subject to the following minimum standards: 

(a)        Each Agreement shall state the purchase
price per share, if any, of the Shares covered by each Stock Grant, which purchase price shall be determined by the Administrator but shall not be less than the minimum consideration required by the Delaware General Corporation Law, if any, on the
date of the grant of the Stock Grant; 

(b)        Each Agreement shall state the number of
Shares to which the Stock Grant pertains; and 

(c)        Each Agreement shall include the terms of
any right of the Company to restrict or reacquire the Shares subject to the Stock Grant, including the time and events upon which such rights shall accrue and the purchase price therefor, if any. 

 

	 	9.	 TERMS AND CONDITIONS OF OTHER STOCK-BASED AWARDS. 
	 

 The Administrator shall have the right to grant
other Stock-Based Awards based upon the Common Stock having such terms and conditions as the Administrator may determine, including, without limitation, the grant of Shares based upon certain conditions, the grant of securities convertible into
Shares and the grant of stock appreciation rights, phantom stock awards or stock units. The principal terms of each Stock-Based Award shall be set forth in an Agreement, duly executed by the Company and, to the extent required by law or requested by
the Company, by the Participant. The Agreement shall be in a form approved by the Administrator and shall contain terms and conditions which the Administrator determines to be appropriate and in the best interest of the Company. 

The Company intends that the Plan and any Stock-Based Awards granted hereunder be exempt
from the application of Section 409A of the Code or meet the requirements of paragraphs (2), (3) and (4) of subsection (a) of Section 409A of the Code, to the extent applicable, and be operated in accordance with
Section 409A of the Code so that any compensation deferred under any Stock-Based Award (and applicable investment earnings) shall not be included in income under Section 409A of the Code. Any ambiguities in the Plan shall be construed to
effect the intent as described in this Paragraph 9. 
  

	 	10.	 EXERCISE OF OPTIONS AND ISSUE OF SHARES. 
	 

 An Option (or any part or installment thereof)
shall be exercised by giving written notice to the Company or its designee (in a form acceptable to the Administrator, which may include 

  
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electronic notice), together with provision for payment of the aggregate exercise price in accordance with this Paragraph for the Shares as to which the Option is being exercised, and upon
compliance with any other condition(s) set forth in the Option Agreement. Such notice shall be signed by the person exercising the Option (which signature may be provided electronically in a form acceptable to the Administrator), shall state the
number of Shares with respect to which the Option is being exercised and shall contain any representation required by the Plan or the Option Agreement. Payment of the exercise price for the Shares as to which such Option is being exercised shall be
made (a) in United States dollars in cash or by check, or (b) at the discretion of the Administrator, through delivery of shares of Common Stock held for at least six months (if required to avoid negative accounting treatment) having a
Fair Market Value equal as of the date of the exercise to the aggregate cash exercise price for the number of Shares as to which the Option is being exercised, or (c) at the discretion of the Administrator, by having the Company retain from the
Shares otherwise issuable upon exercise of the Option, a number of Shares having a Fair Market Value equal as of the date of exercise to the aggregate exercise price for the number of Shares as to which the Option is being exercised, or (d) at
the discretion of the Administrator (after consideration of applicable securities, tax and accounting implications), by delivery of the grantee’s personal recourse note bearing interest payable not less than annually at no less than 100% of the
applicable Federal rate, as defined in Section 1274(d) of the Code, or (e) at the discretion of the Administrator, in accordance with a cashless exercise program established with a securities brokerage firm, and approved by the
Administrator, or (f) at the discretion of the Administrator, by any combination of (a), (b), (c), (d) and (e) above or (g) at the discretion of the Administrator, by payment of such other lawful consideration as the
Administrator may determine. Notwithstanding the foregoing, the Administrator shall accept only such payment on exercise of an ISO as is permitted by Section 422 of the Code. 

The Company shall then reasonably promptly deliver the Shares as to which such Option was
exercised to the Participant (or to the Participant’s Survivors, as the case may be). In determining what constitutes “reasonably promptly,” it is expressly understood that the issuance and delivery of the Shares may be delayed by the
Company in order to comply with any law or regulation (including, without limitation, state securities or “blue sky” laws) which requires the Company to take any action with respect to the Shares prior to their issuance. The Shares shall,
upon delivery, be fully paid, non-assessable Shares. 
  

	 	11.	 PAYMENT IN CONNECTION WITH THE ISSUANCE OF STOCK GRANTS AND STOCK-BASED AWARDS AND ISSUE OF SHARES. 
	 

 Any Stock Grant or Stock-Based Award requiring
payment of a purchase price for the Shares as to which such Stock Grant or Stock-Based Award is being granted shall be made (a) in United States dollars (or in such other currency as the Administrator may determine)in cash or by check, or
(b) at the discretion of the Administrator, through delivery of shares of Common Stock held for at least six months (if required to avoid negative accounting treatment) and having a Fair Market Value equal as of the date of payment to the
purchase price of the Stock Grant or Stock-Based Award, or (c) at the discretion of the Administrator, by any combination of (a) and (b) above; or (d) at the discretion of the Administrator, by payment of such other lawful
consideration as the Administrator may determine. 

  
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 The Company shall when required by the
applicable Agreement, reasonably promptly deliver the Shares as to which such Stock Grant or Stock-Based Award was made to the Participant (or to the Participant’s Survivors, as the case may be), subject to any escrow provision set forth in the
applicable Agreement. In determining what constitutes “reasonably promptly,” it is expressly understood that the issuance and delivery of the Shares may be delayed by the Company in order to comply with any law or regulation (including,
without limitation, state securities or “blue sky” laws) which requires the Company to take any action with respect to the Shares prior to their issuance. 
  

	 	12.	 RIGHTS AS A SHAREHOLDER. 
	 

 No Participant to whom a Stock Right has been
granted shall have rights as a shareholder with respect to any Shares covered by such Stock Right except after due exercise of an Option or issuance of Shares as set forth in any Agreement, tender of the aggregate exercise or purchase price, if any,
for the Shares being purchased and registration of the Shares in the Company’s share register in the name of the Participant. 
  

	 	13.	 ASSIGNABILITY AND TRANSFERABILITY OF STOCK RIGHTS. 
	 

 By its terms, a Stock Right granted to a Participant shall not be
transferable by the Participant other than (i) by will or by the laws of descent and distribution, or (ii) as approved by the Administrator in its discretion and set forth in the applicable Agreement provided that no Stock Right may be
transferred by a Participant for value. Notwithstanding the foregoing, an ISO transferred except in compliance with clause (i) above shall no longer qualify as an ISO. The designation of a beneficiary of a Stock Right by a Participant, with the
prior approval of the Administrator and in such form as the Administrator shall prescribe, shall not be deemed a transfer prohibited by this Paragraph. Except as provided above during the Participant’s lifetime a Stock Right shall only be
exercisable by or issued to such Participant (or his or her legal representative) and shall not be assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and shall not be subject to execution, attachment or similar
process. Any attempted transfer, assignment, pledge, hypothecation or other disposition of any Stock Right or of any rights granted thereunder contrary to the provisions of this Plan, or the levy of any attachment or similar process upon a Stock
Right, shall be null and void. 

	 	14.	 EFFECT ON OPTIONS OF TERMINATION OF SERVICE OTHER THAN FOR CAUSE OR DEATH OR DISABILITY. 
	 

 Except as otherwise provided in a
Participant’s Option Agreement, in the event of a termination of service (whether as an Employee, director or Consultant) with the Company or an Affiliate before the Participant has exercised an Option, the following rules apply: 

(a)        A Participant who ceases to be an
Employee, director or Consultant of the Company or of an Affiliate (for any reason other than termination for Cause, Disability, or death for which events there are special rules in Paragraphs 15, 16, and 17, respectively), may exercise any Option
granted to him or her to the extent that the Option is exercisable on the date of such termination of service, but only within such term as the Administrator has designated in a Participant’s Option Agreement. 

  
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(b)        Except as provided in Subparagraph
(c) below, or Paragraph 16 or 17, in no event may an Option intended to be an ISO, be exercised later than three months after the Participant’s termination of employment. 

(c)        The provisions of this Paragraph, and not
the provisions of Paragraph 16 or 17, shall apply to a Participant who subsequently becomes Disabled or dies after the termination of employment, director status or consultancy; provided, however, in the case of a Participant’s Disability or
death within three months after the termination of employment, director status or consultancy, the Participant or the Participant’s Survivors may exercise the Option within one year after the date of the Participant’s termination of
service, but in no event after the date of expiration of the term of the Option. 

(d)        Notwithstanding anything herein to the
contrary, if subsequent to a Participant’s termination of employment, termination of director status or termination of consultancy, but prior to the exercise of an Option, the Administrator determines that, either prior or subsequent to the
Participant’s termination, the Participant engaged in conduct which would constitute Cause, then such Participant shall forthwith cease to have any right to exercise any Option. 

(e)        A Participant to whom an Option has been
granted under the Plan who is absent from the Company or an Affiliate because of temporary disability (any disability other than a Disability as defined in Paragraph 1 hereof), or who is on leave of absence for any purpose, shall not, during the
period of any such absence, be deemed, by virtue of such absence alone, to have terminated such Participant’s employment, director status or consultancy with the Company or with an Affiliate, except as the Administrator may otherwise expressly
provide; provided, however, that, for ISOs, any leave of absence granted by the Administrator of greater than ninety days, unless pursuant to a contract or statute that guarantees the right to reemployment, shall cause such ISO to become a
Non-Qualified Option on the 181st day following such leave of absence. 

(f)        Except as required by law or as set forth
in a Participant’s Option Agreement, Options granted under the Plan shall not be affected by any change of a Participant’s status within or among the Company and any Affiliates, so long as the Participant continues to be an Employee,
director or Consultant of the Company or any Affiliate. 
  

	 	15.	 EFFECT ON OPTIONS OF TERMINATION OF SERVICE FOR CAUSE. 
	 

 Except as otherwise provided in a
Participant’s Option Agreement, the following rules apply if the Participant’s service (whether as an Employee, director or Consultant) with the Company or an Affiliate is terminated for Cause prior to the time that all his or her
outstanding Options have been exercised: 

(a)        All outstanding and unexercised Options
as of the time the Participant is notified his or her service is terminated for Cause will immediately be forfeited. 

  
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(b)        Cause is not limited to events which have
occurred prior to a Participant’s termination of service, nor is it necessary that the Administrator’s finding of Cause occur prior to termination. If the Administrator determines, subsequent to a Participant’s termination of service
but prior to the exercise of an Option, that either prior or subsequent to the Participant’s termination the Participant engaged in conduct which would constitute Cause, then the right to exercise any Option is forfeited. 

 

	 	16.	 EFFECT ON OPTIONS OF TERMINATION OF SERVICE FOR DISABILITY. 
	 

 Except as otherwise provided in a
Participant’s Option Agreement: 

(a)        A Participant who ceases to be an
Employee, director or Consultant of the Company or of an Affiliate by reason of Disability may exercise any Option granted to such Participant: 
  

	 	(i)	 To the extent that the Option has become exercisable but has not been exercised on the date of the Participant’s termination of service due to
Disability; and 
	 

  

	 	(ii)	 In the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of the Participant’s
termination of service due to Disability of any additional vesting rights that would have accrued on the next vesting date had the Participant not become Disabled. The proration shall be based upon the number of days accrued in the current vesting
period prior to the date of the Participant’s termination of service due to Disability. 
	 


(b)        A Disabled Participant may exercise the
Option only within the period ending one year after the date of the Participant’s termination of service due to Disability, notwithstanding that the Participant might have been able to exercise the Option as to some or all of the Shares on a
later date if the Participant had not been terminated due to Disability and had continued to be an Employee, director or Consultant or, if earlier, within the originally prescribed term of the Option. 

(c)        The Administrator shall make the
determination both of whether Disability has occurred and the date of its occurrence (unless a procedure for such determination is set forth in another agreement between the Company and such Participant, in which case such procedure shall be used
for such determination). If requested, the Participant shall be examined by a physician selected or approved by the Administrator, the cost of which examination shall be paid for by the Company. 

 

	 	17.	 EFFECT ON OPTIONS OF DEATH WHILE AN EMPLOYEE, DIRECTOR OR CONSULTANT. 
	 

 Except as otherwise provided in a
Participant’s Option Agreement: 

  
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(a)        In the event of the death of a Participant
while the Participant is an Employee, director or Consultant of the Company or of an Affiliate, such Option may be exercised by the Participant’s Survivors: 
  

	 	(i)	 To the extent that the Option has become exercisable but has not been exercised on the date of death; and 
	 

  

	 	(ii)	 In the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of death of any additional
vesting rights that would have accrued on the next vesting date had the Participant not died. The proration shall be based upon the number of days accrued in the current vesting period prior to the Participant’s date of death. 
	 


(b)        If the Participant’s Survivors wish
to exercise the Option, they must take all necessary steps to exercise the Option within one year after the date of death of such Participant, notwithstanding that the decedent might have been able to exercise the Option as to some or all of the
Shares on a later date if he or she had not died and had continued to be an Employee, director or Consultant or, if earlier, within the originally prescribed term of the Option. 

 

	 	18.	 EFFECT OF TERMINATION OF SERVICE ON STOCK GRANTS AND STOCK-BASED AWARDS. 
	 

 In the event of a termination of service (whether
as an Employee, director or Consultant) with the Company or an Affiliate for any reason before the Participant has accepted a Stock Grant or a Stock-Based Award and paid the purchase price, if required, such grant shall terminate. 

For purposes of this Paragraph 18 and Paragraph 19 below, a Participant to whom a Stock
Grant has been issued under the Plan who is absent from work with the Company or with an Affiliate because of temporary disability (any disability other than a Disability as defined in Paragraph 1 hereof), or who is on leave of absence for any
purpose, shall not, during the period of any such absence, be deemed, by virtue of such absence alone, to have terminated such Participant’s employment, director status or consultancy with the Company or with an Affiliate, except as the
Administrator may otherwise expressly provide. 
 In addition, for purposes of this
Paragraph 18 and Paragraph 19 below, any change of employment or other service within or among the Company and any Affiliates shall not be treated as a termination of employment, director status or consultancy so long as the Participant continues to
be an Employee, director or Consultant of the Company or any Affiliate. 
  

	 	19.	 EFFECT ON STOCK GRANTS OF TERMINATION OF SERVICE OTHER THAN FOR CAUSE OR DEATH OR DISABILITY. 
	 

 Except as otherwise provided in a
Participant’s Stock Grant Agreement, in the event of a termination of service (whether as an Employee, director or Consultant), other than termination for Cause, Disability, or death for which events there are special rules in Paragraphs 20,
21, and 

  
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22, respectively, before all forfeiture provisions or Company rights of repurchase shall have lapsed, then the Company shall have the right to cancel or repurchase that number of Shares subject
to a Stock Grant as to which the Company’s forfeiture or repurchase rights have not lapsed. 
  

	 	20.	 EFFECT ON STOCK GRANTS OF TERMINATION OF SERVICE FOR CAUSE. 
	 

 Except as otherwise provided in a
Participant’s Stock Grant Agreement, the following rules apply if the Participant’s service (whether as an Employee, director or Consultant) with the Company or an Affiliate is terminated for Cause: 

(a)        All Shares subject to any Stock Grant
that remain subject to forfeiture provisions or as to which the Company shall have a repurchase right shall be immediately forfeited to the Company as of the time the Participant is notified his or her service is terminated for Cause. 

(b)        Cause is not limited to events which have
occurred prior to a Participant’s termination of service, nor is it necessary that the Administrator’s finding of Cause occur prior to termination. If the Administrator determines, subsequent to a Participant’s termination of service,
that either prior or subsequent to the Participant’s termination the Participant engaged in conduct which would constitute Cause, then all Shares subject to any Stock Grant that remained subject to forfeiture provisions or as to which the
Company had a repurchase right on the date of termination shall be immediately forfeited to the Company. 
  

	 	21.	 EFFECT ON STOCK GRANTS OF TERMINATION OF SERVICE FOR DISABILITY. 
	 

 Except as otherwise provided in a
Participant’s Stock Grant Agreement, the following rules apply if a Participant ceases to be an Employee, director or Consultant of the Company or of an Affiliate by reason of Disability: to the extent the forfeiture provisions or the
Company’s rights of repurchase have not lapsed on the date of Disability, they shall be exercisable; provided, however, that in the event such forfeiture provisions or rights of repurchase lapse periodically, such provisions or rights shall
lapse to the extent of a pro rata portion of the Shares subject to such Stock Grant through the date of Disability as would have lapsed had the Participant not become Disabled. The proration shall be based upon the number of days accrued prior to
the date of Disability. 
 The Administrator shall make the determination both as to
whether Disability has occurred and the date of its occurrence (unless a procedure for such determination is set forth in another agreement between the Company and such Participant, in which case such procedure shall be used for such determination).
If requested, the Participant shall be examined by a physician selected or approved by the Administrator, the cost of which examination shall be paid for by the Company. 
  

	 	22.	 EFFECT ON STOCK GRANTS OF DEATH WHILE AN EMPLOYEE, DIRECTOR OR CONSULTANT. 
	 


  
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 Except as otherwise provided in a
Participant’s Stock Grant Agreement, the following rules apply in the event of the death of a Participant while the Participant is an Employee, director or Consultant of the Company or of an Affiliate: to the extent the forfeiture provisions or
the Company’s rights of repurchase have not lapsed on the date of death, they shall be exercisable; provided, however, that in the event such forfeiture provisions or rights of repurchase lapse periodically, such provisions or rights shall
lapse to the extent of a pro rata portion of the Shares subject to such Stock Grant through the date of death as would have lapsed had the Participant not died. The proration shall be based upon the number of days accrued prior to the
Participant’s date of death. 
  

	 	23.	 PURCHASE FOR INVESTMENT. 
	 

 Unless the offering and sale of the Shares shall
have been effectively registered under the Securities Act, the Company shall be under no obligation to issue Shares under the Plan unless and until the following conditions have been fulfilled: 

(a)        The person who receives a Stock Right
shall warrant to the Company, prior to the receipt of Shares, that such person is acquiring such Shares for his or her own account, for investment, and not with a view to, or for sale in connection with, the distribution of any such Shares, in which
event the person acquiring such Shares shall be bound by the provisions of the following legend (or a legend in substantially similar form) which shall be endorsed upon the certificate evidencing the Shares issued pursuant to such exercise or such
grant: 
 “The shares represented by this certificate have been taken for investment and they may
not be sold or otherwise transferred by any person, including a pledgee, unless (1) either (a) a Registration Statement with respect to such shares shall be effective under the Securities Act of 1933, as amended, or (b) the Company
shall have received an opinion of counsel satisfactory to it that an exemption from registration under such Act is then available, and (2) there shall have been compliance with all applicable state securities laws.” 

(b)        At the discretion of the Administrator,
the Company shall have received an opinion of its counsel that the Shares may be issued in compliance with the Securities Act without registration thereunder. 
  

	 	24.	 DISSOLUTION OR LIQUIDATION OF THE COMPANY. 
	 

 Upon the dissolution or liquidation of the Company,
all Options granted under this Plan which as of such date shall not have been exercised and all Stock Grants and Stock-Based Awards which have not been accepted, to the extent required under the applicable Agreement, will terminate and become null
and void; provided, however, that if the rights of a Participant or a Participant’s Survivors have not otherwise terminated and expired, the Participant or the Participant’s Survivors will have the right immediately prior to such
dissolution or liquidation to exercise or accept any Stock Right to the extent that the Stock Right is exercisable or subject to 

  
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acceptance as of the date immediately prior to such dissolution or liquidation. Upon the dissolution or liquidation of the Company, any outstanding Stock-Based Awards shall immediately terminate
unless otherwise determined by the Administrator or specifically provided in the applicable Agreement. 
  

	 	25.	 ADJUSTMENTS. 
	 

 Subject to the requirements imposed on the Company
under the ASX Listing Rules, upon the occurrence of any of the following events, a Participant’s rights with respect to any Stock Right granted to him or her hereunder shall be adjusted as hereinafter provided, unless otherwise specifically
provided in a Participant’s Agreement: 

(a)        Stock Dividends and Stock
Splits.    If (i) the shares of Common Stock shall be subdivided or combined into a greater or smaller number of shares or if the Company shall issue any shares of Common Stock as a stock dividend on its outstanding
Common Stock, or (ii) 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 Common Stock, each Stock Right and the number of shares of Common
Stock deliverable thereunder shall be appropriately increased or decreased proportionately, and appropriate adjustments shall be made including, in the exercise or purchase price per share, to reflect such events. The number of Shares subject to the
limitations in Paragraph 4(a), 4(b) and 5(c) shall also be proportionately adjusted upon the occurrence of such events. 

(b)        Corporate
Transactions.    If the Company is to be consolidated with or acquired by another entity in a merger, consolidation, or sale of all or substantially all of the Company’s assets other than a transaction to merely change
the state of incorporation (a “Corporate Transaction”), the Administrator or the board of directors of any entity assuming the obligations of the Company hereunder (the “Successor Board”), shall, as to outstanding Options, either
(i) make appropriate provision for the continuation of such Options by substituting on an equitable basis for the Shares then subject to such Options either the consideration payable with respect to the outstanding shares of Common Stock in
connection with the Corporate Transaction or securities of any successor or acquiring entity; or (ii) upon written notice to the Participants, provide that such Options must be exercised (either (A) to the extent then exercisable or,
(B) at the discretion of the Administrator, any such Options being made partially or fully exercisable for purposes of this Subparagraph), within a specified number of days of the date of such notice, at the end of which period such Options
which have not been exercised shall terminate; or (iii) terminate such Options in exchange for payment of an amount equal to the consideration payable upon consummation of such Corporate Transaction to a holder of the number of shares of Common
Stock into which such Option would have been exercisable (either (A) to the extent then exercisable or, (B) at the discretion of the Administrator, any such Options being made partially or fully exercisable for purposes of this
Subparagraph) less the aggregate exercise price thereof. For purposes of determining the payments to be made pursuant to Subclause (iii) above, in the case of a Corporate Transaction the consideration for which, in whole or in part, is
other than cash, the consideration other than cash shall be valued at the fair value thereof as determined in good faith by the Board of Directors. 

  
 17 








 With respect to outstanding Stock Grants, the
Administrator or the Successor Board, shall make appropriate provision for the continuation of such Stock Grants on the same terms and conditions by substituting on an equitable basis for the Shares then subject to such Stock Grants either the
consideration payable with respect to the outstanding Shares of Common Stock in connection with the Corporate Transaction or securities of any successor or acquiring entity. In lieu of the foregoing, in connection with any Corporate Transaction, the
Administrator may provide that, upon consummation of the Corporate Transaction, each outstanding Stock Grant shall be terminated in exchange for payment of an amount equal to the consideration payable upon consummation of such Corporate Transaction
to a holder of the number of shares of Common Stock comprising such Stock Grant (to the extent such Stock Grant is no longer subject to any forfeiture or repurchase rights then in effect or, at the discretion of the Administrator, all forfeiture and
repurchase rights being waived upon such Corporate Transaction). 
 In taking any of the
actions permitted under this Paragraph 25(b), the Administrator shall not be obligated by the Plan to treat all Stock Rights, all Stock Rights held by a Participant, or all Stock Rights of the same type, identically. 

(c)        Recapitalization or
Reorganization.    In the event of a recapitalization or reorganization of the Company other than a Corporate Transaction pursuant to which securities of the Company or of another corporation are issued with respect to the
outstanding shares of Common Stock, a Participant upon exercising an Option or accepting a Stock Grant after the recapitalization or reorganization shall be entitled to receive for the price paid upon such exercise or acceptance if any, the number
of replacement securities which would have been received if such Option had been exercised or Stock Grant accepted prior to such recapitalization or reorganization. 

(d)        Adjustments to Stock-Based
Awards.    Upon the happening of any of the events described in Subparagraphs (a), (b) or (c) above, any outstanding Stock-Based Award shall be appropriately adjusted to reflect the events described in such
Subparagraphs. The Administrator or the Successor Board shall determine the specific adjustments to be made under this Paragraph 25, including, but not limited to the effect of any, Corporate Transaction and, subject to Paragraph 5, its
determination shall be conclusive. 

(e)        Modification of
Options.    Notwithstanding the foregoing, any adjustments made pursuant to Subparagraph (a), (b) or (c) above with respect to Options shall be made only after the Administrator determines whether such adjustments
would (i) constitute a “modification” of any ISOs (as that term is defined in Section 424(h) of the Code) or (ii) cause any adverse tax consequences for the holders of Options, including, but not limited to, pursuant to
Section 409A of the Code. If the Administrator determines that such adjustments made with respect to Options would constitute a modification or other adverse tax consequence, it may refrain from making such adjustments, unless the holder of an
Option specifically agrees in writing that such adjustment be made and such writing indicates that the holder has full knowledge of the consequences of such “modification” on his or her income tax treatment with respect to the Option. This
paragraph shall not apply to the acceleration of the vesting of any ISO that would cause any portion of the ISO to violate the annual vesting limitation contained in Section 422(d) of the Code, as described in Paragraph 7(b)(iv). 

  
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	 	26.	 ISSUANCES OF SECURITIES. 
	 

 Except as expressly provided herein, no issuance by
the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares subject to Stock Rights. Except
as expressly provided herein, no adjustments shall be made for dividends paid in cash or in property (including without limitation, securities) of the Company prior to any issuance of Shares pursuant to a Stock Right. 

 

	 	27.	 FRACTIONAL SHARES. 
	 

 No fractional shares shall be issued under the Plan
and the person exercising a Stock Right shall receive from the Company cash in lieu of such fractional shares equal to the Fair Market Value thereof. 
  

	 	28.	 CONVERSION OF ISOS INTO NON-QUALIFIED OPTIONS; TERMINATION OF ISOS. 
	 

 The Administrator, at the written request of any
Participant, may in its discretion take such actions as may be necessary to convert such Participant’s ISOs (or any portions thereof) that have not been exercised on the date of conversion into
Non-Qualified Options at any time prior to the expiration of such ISOs, regardless of whether the Participant is an Employee of the Company or an Affiliate at the time of such conversion. At the time of such
conversion, the Administrator (with the consent of the Participant) may impose such conditions on the exercise of the resulting Non-Qualified Options as the Administrator in its discretion may determine,
provided that such conditions shall not be inconsistent with this Plan. Nothing in the Plan shall be deemed to give any Participant the right to have such Participant’s ISOs converted into Non-Qualified
Options, and no such conversion shall occur until and unless the Administrator takes appropriate action. The Administrator, with the consent of the Participant, may also terminate any portion of any ISO that has not been exercised at the time of
such conversion. 
  

	 	29.	 WITHHOLDING. 
	 

 In the event that any federal, state, or local
income taxes, employment taxes, Federal Insurance Contributions Act (“F.I.C.A.”) withholdings or other amounts are required by applicable law or governmental regulation to be withheld from the Participant’s salary, wages or other
remuneration in connection with the issuance of a Stock Right or Shares under the Plan or for any other reason required by law, the Company may withhold from the Participant’s compensation, if any, or may require that the Participant advance in
cash to the Company, or to any Affiliate of the Company which employs or employed the Participant, the statutory minimum amount of such withholdings unless a different withholding arrangement, including the use of shares of the Company’s Common
Stock or a promissory note, is authorized by the Administrator (and permitted by law). For purposes hereof, the fair market value of the shares 

  
 19 








 
withheld for purposes of payroll withholding shall be determined in the manner set forth under the definition of Fair Market Value provided in Paragraph 1 above, as of the most recent practicable
date prior to the date of exercise. If the Fair Market Value of the shares withheld is less than the amount of payroll withholdings required, the Participant may be required to advance the difference in cash to the Company or the Affiliate employer.
The Administrator in its discretion may condition the exercise of an Option for less than the then Fair Market Value on the Participant’s payment of such additional withholding. 

 

	 	30.	 NOTICE TO COMPANY OF DISQUALIFYING DISPOSITION. 
	 

 Each Employee who receives an ISO must agree to
notify the Company in writing immediately after the Employee makes a Disqualifying Disposition of any Shares acquired pursuant to the exercise of an ISO. A Disqualifying Disposition is defined in Section 424(c) of the Code and includes any
disposition (including any sale or gift) of such Shares before the later of (a) two years after the date the Employee was granted the ISO, or (b) one year after the date the Employee acquired Shares by exercising the ISO, except as
otherwise provided in Section 424(c) of the Code. If the Employee has died before such Shares are sold, these holding period requirements do not apply and no Disqualifying Disposition can occur thereafter. 

 

	 	31.	 TERMINATION OF THE PLAN. 
	 

 The Plan will terminate on August 1, 2021, the
date which is ten years from the earlier of the date of its adoption by the Board of Directors and the date of its approval by the shareholders of the Company. The Plan may be terminated at an earlier date by vote of the shareholders or the
Board of Directors of the Company; provided, however, that any such earlier termination shall not affect any Agreements executed prior to the effective date of such termination. Termination of the Plan shall not affect any Stock Rights theretofore
granted. 
  

	 	32.	 AMENDMENT OF THE PLAN AND AGREEMENTS. 
	 

 The Plan may be amended by the shareholders of the
Company. The Plan may also be amended by the Administrator, including, without limitation, to the extent necessary to qualify any or all outstanding Stock Rights granted under the Plan or Stock Rights to be granted under the Plan for favorable
federal income tax treatment as may be afforded incentive stock options under Section 422 of the Code (including deferral of taxation upon exercise), and to the extent necessary to qualify the Shares issuable under the Plan for listing on any
national securities exchange or quotation in any national automated quotation system of securities dealers. Any amendment approved by the Administrator which the Administrator determines is of a scope that requires shareholder approval shall be
subject to obtaining such shareholder approval. Any modification or amendment of the Plan shall not, without the consent of a Participant, adversely affect his or her rights under a Stock Right previously granted to him or her. With the consent of
the Participant affected, the Administrator may amend outstanding Agreements in a manner which may be adverse to the Participant but which is not inconsistent with the Plan. In the 

  
 20 








 
discretion of the Administrator, outstanding Agreements may be amended by the Administrator in a manner which is not adverse to the Participant. 

 

	 	33.	 EMPLOYMENT OR OTHER RELATIONSHIP. 
	 

 Nothing in this Plan or any Agreement shall be
deemed to prevent the Company or an Affiliate from terminating the employment, consultancy or director status of a Participant, nor to prevent a Participant from terminating his or her own employment, consultancy or director status or to give any
Participant a right to be retained in employment or other service by the Company or any Affiliate for any period of time. 
  

	 	34.	 GOVERNING LAW. 
	 

 This Plan shall be construed and enforced in
accordance with the law of the State of Delaware. 
 *  *  *  *  * 

Originally adopted by the Board of Directors on August 1, 2011 

Originally adopted by the stockholders on August 1, 2011 

  
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