Exhibit 10.8








 


 


Biofrontera Aktiengesellschaft


 


Option Terms


 


of the Share Option Programme 2015 


 


as resolved by the Annual General Meeting,


 


version dated


 


7 April 2016


 





 




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Preamble


 


The Annual General Meeting of Biofrontera
AG (hereinafter “Company”) held on 28 August 2015 granted an authorization (hereinafter “Authorization
Resolution”) valid until 27 August 2020 to issue up to 1,814,984 subscription rights to up to EUR 1,814,984
in no-par value registered shares in the Company (hereinafter “Options” or “Share Options”)
in accordance with the more detailed provisions of the Authorization Resolution (hereinafter “Share Option Scheme 2015”).


 


On 7 April 2016, the Management Board and
the Supervisory Board resolved to make use of the authorization granted in the Share Option Scheme 2015. The Management Board and
the Supervisory Board have adopted these option terms (hereinafter “Option Terms”) in order to regulate further details
with respect to granting Share Options and further exercising conditions.


 




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§ 1

Granting Options


 


		(1)	The Company grants Options (“Options” or
“Option Rights”) to up to EUR 1,814,984 in no-par value registered shares
in the Company. The content of the Options and the associated rights and obligations comply with the Share Option Scheme 2015 and
with these Option Terms.



 


		(2)	Options may be issued to members of the Management Board of the
Company, members of the management of affiliated companies and employees of the Company and of affiliated companies (hereinafter
collectively referred to as “Beneficiaries” or “Eligible Persons”).




 


		(3)	The precise group of Beneficiaries and the respective number
of Options to be granted to them are determined by the Management Board of the Company. Where members of the Management Board are
to receive Options, the Supervisory Board is solely responsible for determining this and deciding on the issuing of Options.



 


§ 2

Content and granting of Options


 


		(1)	In accordance with these Option Terms, each Option granted entitles
the Beneficiary to subscribe to one (1) new registered share with no nominal value (no-par value share) in the Company at the exercise
price defined in paragraph (7) below (subject to adjustments of the exercise price pursuant to section 13). The Beneficiary does
not have to pay for the granting of Options. 



 


		(2)	Up until the Option Rights are exercised, the Eligible Person
does not accrue any rights from the shares to which they may subscribe under the Options.



 


		(3)	New shares that are issued after Options are exercised participate
in profits from the beginning of the financial year in which they are created through the exercising of Options.



 


		(4)	Unless mandatory legal provisions (particularly insider trading
provisions) stipulate otherwise in individual cases, Options may be issued:



 




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		a)	in the ten trading days following the date on which annual financial
reports or half-yearly financial reports are made publicly available,





 


		b)	in the ten trading days following the date of the Annual General
Meeting,



 


		c)	in the ten trading days following the date of publication of
a quarterly report or interim announcement.



 


Options
are granted up to twice per calendar year in tranches; the total of the tranches in a calendar year may not exceed 50% of the total
volume of the Share Option Scheme 2015 (hereinafter “Tranches”).


 


		(5)	The Options are issued through the conclusion of a written contract
between the Beneficiary and the Company (hereinafter “Option Agreement”).




 


		(6)	The issue date is the date on which the Option Agreement is signed
by the Company (hereinafter “Issue Date”). The Issue Date must be determined
by the Management Board and the Supervisory Board, or by the Supervisory Board alone if the Management Board is affected, in connection
with the decision regarding the respective Tranche issue. A sample Option Agreement is attached as 



 


Annex
section 2 (5).


 


		(7)	The price to be paid for a share upon exercise of an Option corresponds
to the non-weighted average price of the Company’s shares in the Xetra closing auction on the Frankfurt Stock Exchange (XETRA)
or in an equivalent successor system on the ten trading days before the Issue Date (hereinafter “Exercise Price”).
However, the minimum Exercise Price is the proportionate amount of the Company’s share capital attributable to the individual
no-par value share (share) (section 9 (1) of the German Stock Corporation Act (AktG)). The Eligible Person will be notified of
the Exercise Price upon submission of the Option Agreement.



 




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§ 3

Blocking period for first-time exercise and exercise window


 


		(1)	Option Rights may be exercised for the first time after expiry
of a blocking period. The blocking period is four years after the respective Issue Date (hereinafter “Blocking Period”).




 


		(2)	After expiry of the respective Blocking Period, the Option Rights
may be exercised until the expiry of six years after the respective Issue Date with the proviso that in each case an exercise is
only possible within the following periods (hereinafter “Exercise Windows”)
unless mandatory legal provisions stipulate otherwise in individual cases (particularly insider trading provisions):



 


		a)	on the 6th banking day and following 20 banking days after the
Annual General Meeting,



 


		b)	on the 6th banking day and following 20 banking days after presentation
of the half-yearly or quarterly report or of an interim announcement or interim financial report of the Company,



 


		c)	in the period between the 20th and 5th banking day before the
Option Rights lapse.



 


However,
this excludes the period from the announcement that the shareholders are to be granted a subscription right to shares or other
securities to be issued by the Company until the beginning of the first day of the subscription period. 


 


		(3)	The right to exercise the Options will end no later than six
years after the Issue Date (exclusive). If the Options have not been exercised by this time they will lapse without compensation.



 


		(4)	Any entitlement of the Eligible Person to payment of a cash settlement
in the event that Option Rights are not exercised in spite of the above exercise requirements being met is precluded.



 




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§ 4

Performance targets


 


Options
may only be exercised if the following performance targets are met:


 


		a)	It is possible to exercise Options from a Tranche if the price
of the share in the Company at the beginning of the respective Exercise Window exceeds the Exercise Price by at least 20% (hereinafter
“Reference Price”) and



 


		b)	additionally if, as compared with the Exercise Price, the Reference
Price has performed as well as or better in percentage terms than the “MSCI World Health Care Index TR” or a comparable
successor index (hereinafter “Reference Index”) in the period from the last
trading day before the Issue Date until the 5th trading day (in each case the last index calculation of the day based on USA Eastern
Standard Time (EST)) before the beginning of the respective Exercise Window (hereinafter “Reference Period”).
As the Reference Index is a total return index, the gross amount of dividends distributed by the Company during the Reference Period
and other distributions to shareholders are taken into account as a value-enhancing factor when determining the performance of
the Company’s shares.



 


The
Reference Price corresponds to the non-weighted average price of the Company’s shares in the Xetra closing auction on the
Frankfurt Stock Exchange or in an equivalent successor system between the 15th and 5th trading day (inclusive in each case) before
the beginning of the respective Exercise Window.


 


§ 5

Exercise notice


 


		(1)	Option Rights are exercised by way of written notice in duplicate
from the Eligible Person in accordance with section 198 (1) AktG (hereinafter “Exercise Notice”)
to the Company or – if the Beneficiary is a member of the Management Board of the Company – to the Chairman of the
Supervisory Board of the Company, addressed in each case to the headquarters of the Company. 



 




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		(2)	The Exercise Notice must be submitted using the form available
from the Company. The Beneficiary is also required to undertake all the actions required for exercising and processing and to submit
statements.



 


		(3)	The Exercise Notice must state the number of shares for which
the Option Right is to be exercised. 



 


		(4)	The Option exercise will take effect to the permitted extent
stated in the notice upon receipt of the Exercise Notice by the Company or, if it is to be submitted to the Supervisory Board of
the Company, upon receipt by the Chairman of the Supervisory Board, provided that the other exercise requirements have been met.



 


		(5)	The Company may require the Beneficiary to engage a third party
specified by the Company to submit the Exercise Notice for them as a subscription agent, either in their own name or in the name
of a third party. The Company shall bear the costs of the subscription agent.



 


		(6)	The date on which the Company or the subscription agent receives
the Exercise Notice is the exercise date (hereinafter “Exercise Date”).



 


§ 6

Transfer of shares/cash settlement


 


		(1)	Upon the effective exercise of Options the Company is required,
subject to the adjustments under section 13, to issue to the Beneficiary a number of shares in the Company corresponding to the
number of Option Rights exercised. In lieu of issuing shares in the Company from contingent capital, treasury shares in the Company
may also be transferred against payment of the issue amount.



 


		(2)	The Company will transfer the number of shares corresponding
to the number of Options exercised to the Eligible Person within six weeks of receipt of the subscription notice and payment of
the subscription price.



 




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		(3)	The Company may – in lieu of providing shares against payment
of the Exercise Price – pay a cash settlement to the Beneficiary in discharge of its obligations. The cash settlement may
be paid for all or part of the Options exercised. The cash settlement per Option will correspond to the difference between the
Exercise Price per share and the price of the share on the Exercise Date. The relevant price of the shares on the Exercise Date
will be determined as follows: non-weighted average price of the Company’s shares in the Xetra closing auction on the Frankfurt
Stock Exchange or in an equivalent successor system on the ten trading days before the Exercise Date. 



 


		(4)	The Company may require the Eligible Person to pay any taxes
and levies due, particularly those under section 12 below, in full together with the relevant Exercise Price.



 


§ 7

Restrictions on exercise and disposal


 


		(1)	The Beneficiary is entitled to sell on the shares acquired by
exercising the Options immediately. However, in the context of such a sale they must have regard for the legitimate interests of
the Company in appropriate price management.



 


		(2)	The Eligible Person is aware that they are among a group of persons
who can obtain knowledge of insider information concerning the Company. They are also aware that, in particular, acquiring and
disposing of shares in the Company while having knowledge of insider information is a criminal offence. 



 


		(3)	The Eligible Person is also aware that acquiring shares in the
Company can trigger statutory notification duties and, in particular, directors’ dealings and/or voting rights notifications.



 


		(4)	The Eligible person will comply with all the legal and contractual
obligations they are required to observe in connection with the Share Option Scheme 2015 and the processing thereof on their own
responsibility.



 




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§ 8

Limitation in the event of extraordinary developments


 


		(1)	The exercisability of the Options is restricted in the event
of extraordinary developments notwithstanding the other provisions of these Option Terms under this section 8.



 


		(2)	Offers within the meaning of the German Securities Acquisition
and Takeover Act (WpÜG) are deemed to be extraordinary developments.



 


		(3)	The exercising of Options in a Tranche may be restricted within
the following period: 



 


		a)	Between the publication (i) of the decision of the bidder to
submit an offer or (ii) of the assumption of control (hereinafter “Announcement”)
until expiry of the follow-up acquisition period within the meaning of section 31 (5) first sentence WpÜG.



 


		b)	The restriction of the exercisability of the Options will end
if the bidder declines to publish an offer or the period prescribed for this by law expires without result. 



 


		(4)	In the event of an offer within the meaning of WpÜG, the
Eligible Person is to be placed in the position in which they would have been had they exercised the Options before the Announcement;
however, this is with the proviso that the Eligible Person may realize a premium of no more than 50% on the market price of the
Company’s shares that was in effect before the Announcement. 



 


		(5)	The decisive factor in determining the extent of any exercising
restriction is firstly the arithmetic average (non-weighted) of the closing price of the Company’s shares determined in Xetra
trading on the Frankfurt Stock Exchange on the ten trading days before the date of the Announcement by the bidder (exclusive) plus
a premium of 50% on this amount (hereinafter “Share Price before the Offer”).




 


		a)	The Options are subject to an exercising ban in the proportion
by which the consideration offered by the bidder (hereinafter “Consideration”)
exceeds the Share Price before the Offer.



 




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Example:


 


The
Share Price before the Offer is EUR 15 (EUR 10 calculated average closing price plus a premium of 50%, i.e. EUR 5). The
Eligible Person has 100 Options. The Consideration is EUR 20.


 


The
number of Options from a Tranche still existing at the time of the Announcement and partially subject to an exercising restriction
(“x” in %) is calculated as follows:


 


x% = 100
– ([100/Consideration] * Share Price before the Offer)


 


Therefore,
in the example case 25.00% of the Options are subject to an exercising ban.


 


		b)	In each case, the (i) last offer price publicly disclosed by
the bidder will be referenced as the Consideration, in particular also an (intended) offer price such as is disclosed by the bidder
in Announcement. If the Announcement does not specify an offer price, (ii) until the bidder publicly announces the offer price
the Consideration will be based on the arithmetic average (non-weighted) of the closing price of the Company’s shares determined
in Xetra trading on the Frankfurt Stock Exchange on the last three trading days following the Announcement (exclusive).



 


		c)	If the Consideration is increased, the number of Options from
a Tranche still existing at the time of the Announcement and partially subject to an exercising restriction will be recalculated
in each case. As far as possible, any Options already exercised after the Announcement will be set off against the amount of the
newly calculated exercisable Options.



 


Example:


 


At
the time of the Announcement the Eligible Person has 100 Options. The Share Price before the Offer is EUR 15. The Consideration
is EUR 20.


 


Therefore,
25.00% of the Options are subject to an exercising ban. After 45 Options have been exercised, the Compensation is increased to
EUR 30. Thus 50% of the Options are subject to an exercising ban, leaving 5 more Options that could be exercised, which are then
exercised. The Compensation is subsequently increased to EUR 35. Around 57% of the Options are thus subject to an exercising ban.
Therefore, no further Options can be exercised but the 50 Options already exercised are not affected.


 




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		(6)	Options that were subject to an exercising ban under this section
8 may be exercised after expiry of the follow-up acquisition period within the meaning of section 31 (5) first sentence WpÜG.




 


§ 9

Transferability and heritability


 


		(1)	The Options granted to the Eligible Person are not transferable.
Any other disposal over the Options, granting of a sub-participation or establishment of a trust is also not permitted. The Eligible
Person is also not allowed to enter into short positions or comparable closing out transactions that in financial terms rank equal
to selling the Options. 



 


		(2)	Violations against section 9 (1) will cause the Options
to lapse without compensation.



 


		(3)	The Options cannot be inherited unless the Blocking Period has
expired at the time of occurrence. In such event, the heirs/legatees of the Eligible Person are entitled on one occasion to exercise
the Options in their place under the same terms in the three exercise periods after acquiring knowledge of the accrual of the inheritance,
but at the latest within a period of 12 months after the accrual of the inheritance. Upon expiry of the anniversary date of the
accrual of the inheritance, any unexercised or exercisable Options will lapse without replacement or compensation. The Company
is entitled to request sufficient evidence of the accrual of the inheritance and legal succession.



 




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§ 10

Termination of the employment relationship/executive position


 


		(1)	Options may only be exercised if their holder has an unterminated service or employment relationship
(hereinafter “Employment Relationship”) with the Company or a company affiliated with the Company or is a member
of the Management Board of the Company or of the management of a company affiliated with the Company (hereinafter “Executive
Position”).



 


		(2)	Upon termination – for whatever reason – of the Employment Relationship and/or Executive
Position, the Options will lapse without compensation if the Blocking Period has expired at the time the Employment Relationship
and/or Executive Position is legally terminated (hereinafter “Time of Termination”) and these Option Terms do
not stipulate otherwise (see section 10 (5)). They will not lapse if only the Executive Position is terminated but an Employment
Relationship continues to exist.



 


		(3)	The Eligible Person may still exercise Option Rights whose Blocking Period has expired at the Time
of Termination in the first Exercise Window following the Time of Termination if the other requirements have been met unless they
brought about termination of the Employment Relationship and/or Executive Position for cause within the meaning of section 626
of the German Commercial Code (BGB) due to a reason for which they were responsible. In such case, the Option Rights will lapse
without compensation notwithstanding the Company’s rights of revocation under section 11 (2).



 


		(4)	For the purposes of this regulation, if Beneficiaries have a temporary Employment Relationship
with the Company these contracts will be deemed to be unterminated Employment Relationships for the entire term of employment,
provided that they are extended or renewed without interruption and are not terminated.



 


		(5)	If the Employment Relationship and/or Executive Position has existed without interruption for at
least four years at the Time of Termination, the following will apply to Options that were granted at least 18 months before the
Time of Termination but whose Blocking Period has yet to expire:



 




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		a)	The intrinsic value of the Options will be determined at the Time of Termination. The intrinsic
value of each Option will correspond to the difference between the Exercise Price and the price of the share at the Time of Termination.
The price of the share at the Time of Termination is to be determined as follows: arithmetic average (non-weighted) of the closing
price of the Company’s shares determined in Xetra trading on the Frankfurt Stock Exchange on the ten trading days before
the Time of Termination.



 


The intrinsic value determined
in this manner will be multiplied by the number of Options that were granted at least 18 months before the Time of Termination
(hereinafter “Initial Amount”).


 


		b)	In the first Exercise Window following the Time of Termination after expiry of the Blocking Period,
the Eligible Person may then – provided that the other requirements have been met – exercise a number of Options corresponding
to the Initial Amount divided by the Exercise Price (fractions are to be rounded down) up to a maximum of the Options actually
granted and not yet exercised.



 


		c)	A further requirement for the exercising of the Options in such cases is that the performance targets
have been arithmetically achieved at least once in the period between the Options being issued and the Time of Termination.



 


		d)	The provisions of this section 10 (5) will not apply if the termination of the Employment
Relationship and/or Executive Position is attributable to



 


		(i)	good cause within the meaning of section 626 BGB due to a reason for which the Eligible Person
was responsible or



 


		(ii)	the expiry of a fixed term and if the Eligible Person did not accept an offer from the Company
to continue their respective activity after expiry of the fixed term for at least two further years on financial terms that were
not less favorable than the previously agreed financial terms (agreement on salary, working hours, leave and non-cash ancillary
benefits). A relevant offer must be submitted to the Eligible Person in writing no later than six months before expiry of the fixed
term and have a commitment period for the Company of at least three weeks in order that the offer acquires the local preclusive
effect in the event that it is not accepted by the Eligible Person.



 




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		e)	If the Company is liable for taxes or other levies on the Eligible Person that arise in connection
with the exercising of Options, it may require the Eligible Person to furnish appropriate security for this or to provide evidence
of the settlement of tax and levy liabilities. The security or evidence must be submitted within ten working days of a corresponding
request by the Company. The entitlement to exercise Options will otherwise be canceled.



 


		(6)	The following will apply if the business or part of the business division of the Company with which
the Eligible Person has an Employment Relationship and/or holds an Executive Position separates from the Company or from the Company’s
Group or if an affiliated company in which the Eligible Person is employed and/or acts in an executive capacity separates from
the Company’s Group:



 


		a)	Options whose Blocking Period has expired on the date of separation may only be exercised vis-à-vis
the Company by Eligible Persons belonging to the separating company, business or business division in the first two Exercise Windows
following the date of separation, provided that the other exercise requirements have also been met. Thereafter, any Option Rights
not yet exercised will lapse without compensation.



 


		b)	In derogation of section 10 (6) a) above, the Company is entitled to settle Options at
any time, including against the will of the Eligible Person. In such case, the Eligible Person must be paid a settlement amount
for the exercisable Options that will be calculated analogously to the cash settlement under section 6 (3). The time of separation
will be used instead of the Exercise Date for the purpose of calculating the settlement. The decisive point in time for determining
the time of separation is the date on which the change of employer pursuant to section 613 a BGB takes place or dependency
pursuant to section 17 AktG ends. There is no legal entitlement to such a settlement.



 




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		c)	Options whose Blocking Period has yet to expire on the date of separation will lapse and the Eligible
Person will be granted a settlement; section 14 (4) will apply analogously for the purpose of determining such settlement.
The decisive point in time for determining the settlement will be the date on which the change of employer pursuant to section
613 a BGB takes place or dependency pursuant to section 17 AktG ends. The settlement determined in this manner must be
paid to the Eligible Person within 12 weeks after the aforementioned point in time.



 


		d)	The provisions of this section 10 (6) will also apply if the Eligible Person makes use of
any rights to object to the transfer of the Employment Relationship in the absence of other objective grounds.



 


§ 11

Term and revocation


 


		(1)	These Option Terms will remain in effect until the term of the Options issued on its basis expires.
If the Eligible Person has not exercised the Options by this point in time, the Options will lapse without compensation.



 


		(2)	The Company may revoke the Options allocated to an Eligible Person with immediate effect if



 


		a)	insolvency proceedings are opened in respect of the assets of the Eligible Person or the opening
of such proceedings is refused for lack of assets;



 


		b)	a creditor of the Eligible Person levies execution on the Options;



 


		c)	the Beneficiary has breached material duties under the law, the Company’s articles of association,
their employment contract or these Option Terms.



 


		(3)	Upon receipt of the revocation notice all Options granted under these Option Terms and not yet
exercised will lapse without compensation. The Beneficiary cannot assert claims against the Company for compensation of any financial
disadvantages.



 




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§ 12

Taxes and other levies


 


		(1)	The Beneficiary is aware that the granting of Options and exercising of such Options can lead to
non-cash benefits that are taxable.



 


		(2)	The Company will pay the wage tax due thereon to the tax office, including church tax and the solidarity
surcharge, as well as any social security contributions due thereon in accordance with statutory requirements. The Beneficiary
is required to reimburse the Company for this (see section 6 (4)). The Company is also entitled to withhold corresponding
amounts from the Beneficiary’s salary for this purpose.



 


		(3)	The provisions above will apply analogously if the Eligible Person is an executive or employee
at a company affiliated with the Company.



 


§ 13

Option Right adjustments and anti-dilutive provisions


 


		(1)	If during the term of the Options and having granted a direct or an indirect subscription right
to its shareholders the Company increases its share capital by issuing new shares or debt instruments or profit participation rights
with conversion or option rights and the conversion or option price per share determined in this process is lower than the Exercise
Price of the Options, the Management Board and, in the event that members of the Management Board are affected, the Supervisory
Board are authorized to put the Beneficiary of the Options on an equal financial footing as far as is necessary to ensure that
the total value of the Options to which an Eligible Person is entitled remains unchanged before and after implementation of a capital
measure using recognized methods in financial mathematics. At the option of the Company this adjustment can be made by reducing
the Exercise Price or adjusting the number of Options or a combination of both. If no subscription rights trade takes place, in
the event of an adjustment by the Company the value of the subscription right will be calculated as follows with binding effect:



 




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SR = (Po - Pn) / (SRa + 1)


 


SR: subscription right

Po: market price of the old shares

Pn: issue price of the new shares

SRa: subscription ratio


 


The market price of the old
shares, “Po”, is determined as follows: arithmetic average (non-weighted) of the closing price of the Company’s
shares determined in Xetra trading on the Frankfurt Stock Exchange during the subscription period.


 


		(2)	In the event of a capital increase from company funds through the issuing of shares, the contingent
capital pursuant to section 218 AktG will be increased by the same ratio as the share capital. The Beneficiary’s right to
subscribe to new shares through exercising the subscription right will increase by the same ratio; the Exercise Price per share
will be reduced by the same ratio. In the event of a capital increase from company funds without the issue of new shares (section
207 (2) second sentence AktG), the subscription right under the Options and the Exercise Price will remain unchanged.



 


		(3)	In the event of a capital reduction, the Exercise Price and Option ratio will not be adjusted,
provided that the capital reduction does not change the total number of shares or the capital reduction is linked to a capital
repayment or an acquisition of treasury shares against payment. In the event of a capital reduction through the consolidation of
shares without a capital repayment and in the event of an increase in the number of shares without a change in capital (share split),
the number of shares that can be acquired for each Option at the Exercise Price will be reduced or increased in proportion to the
capital reduction or share split; the Exercise Price per share will be changed by the same ratio.



 


		(4)	If an adjustment is made in accordance with the paragraphs above, fractions of shares will not
be issued when the subscription right is exercised. There will be no cash settlement.



 




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		(5)	In the event that the Company merges with another company, changes its legal form or undertakes
comparable measures that impair the rights of the Beneficiary due to the loss of or changes to the Company’s shares, the
right under section 2 (1) of these Option Terms will be replaced by the right to acquire at the Exercise Price a number of
shares, shares in a business or other rights replacing shares in the Company to invest in the Company or its legal successor that
corresponds in value to the market value of a share in the Company at the time such a measure is carried out (full entry of its
execution in the commercial register).



 


		(6)	In the event of an integration, the conclusion of profit transfer or domination agreements, a squeeze-out
of minority shareholders or an asset transfer within the meaning of section 174 et seq. of the German Act Regulating Transformation
of Companies (UmwG), the Company will, as far as is legally and practicably possible, place the Eligible Person in the position
when exercising their Options in which they would have been had they already exercised their Option Rights at the time of the contract
coming into effect or such measure being implemented. If trading in the Company’s shares is suspended as a result of such
a measure and for this reason it is no longer possible to determine if performance targets have been met, the extent to which targets
have been met will be determined by means of an assessment by a public auditor/public audit firm commissioned by the Company at
its expense calculating the capitalized earnings value of the Company’s shares on 31 December of each year in each case.



 


		(7)	In the event of other measures having an effect comparable to that of an adjustment as described
in the cases above, the Company may adjust the Exercise Price in accordance with section 315 BGB.



 


		(8)	The Company will notify the Eligible Person without delay of any adjustment and the date from which
the adjustment will apply.



 




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§ 14

Settlement of Options


 


		(1)	In the event of a change of control, the Company may settle the Options granted to an Eligible
Person, including against the will of the Eligible Person (hereinafter “Settlement Requirement”). A settlement
must be paid to the Eligible Person (hereinafter “Settlement Amount”).



 


		(2)	A “Change of Control” will be deemed to occur if there is an assumption
of control within the meaning of section 35 WpÜG.



 


		(3)	The Beneficiary must be informed of the Settlement Requirement within a period of four months after
the Change of Control has occurred. The Company must pay the Settlement Amount under section 14 (4) to the Beneficiary (less any
taxes and levies) within eight weeks of the notice of the Settlement Requirement being given. The Settlement Amount will be determined
based on the date on which the Change of Control occurred.



 


		(4)	The Settlement Amount will correspond to the full value (hereinafter “Fair Value”)
of the Options granted to the Beneficiary. The Settlement Amount must be determined using recognized methods in financial mathematics
along with an appraisal of the financial position of the Company and the Option Terms; in particular, this appraisal must assess
the intrinsic value and time value of the Options. For the purpose of calculating the Settlement Amount, the Company may at its
option and expense have the value of the Options determined by a public auditor/public audit firm or recognized financial institution
using recognized methods in financial mathematics with binding effect on the Company and the Eligible Person.



 


		(5)	The provisions in sections 14 (1) to 14 (4) apply analogously in the cases specified in section
13 (5) unless mandatory legal provisions stipulate otherwise. The point at which such a measure came into effect or was implemented
is relevant for the purpose of calculating the periods under section 14 (3).



 


		(6)	The provisions in sections 14 (1) to 14 (4) also apply analogously in the cases specified
in section 13 (6). The point at which the contract came into effect or such a measure was implemented is relevant for the
purpose of calculating the periods under section 14 (3).



 




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§ 15

Limitations of liability


 


		(1)	The Company, its legal representatives and their vicarious agents shall not be liable for slight
negligence or for consequential damage or lost profit.



 


		(2)	The Company assumes no liability for the overall performance of the market or the performance of
the Company’s shares.



 


		(3)	The respective Eligible Person accepts and exercises Options solely at their own risk.



 


§ 16

Prohibition on insider trading


 


		(1)	Each Eligible Person is personally responsible for ensuring they do not sell shares in the Company
they have acquired through exercising Options in violation of prohibitions on insider trading. The establishment of Exercise Windows
under section 3 does not constitute a guarantee that selling shares in the Company within the Exercise Window is unproblematic
in individual cases.



 


		(2)	Each Eligible Person is required to find out about the respective legal situation as regards prohibitions
on insider trading before exercising Options or selling shares and to act accordingly. The Company does not issue any advice on
this matter and assumes no responsibility for the legality of actions in this regard.



 




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§ 17

No establishment of a company practice


 


The Company grants Option Rights as a voluntary
measure. Therefore, even if Option Rights are granted repeatedly this does not give rise to any entitlement to the renewed granting
of Option Rights or to similar or equivalent benefits.


 


§ 18

Priority of the Annual General Meeting resolution of 28 August 2015 over the Share Option Scheme 2015


 


A copy of the Annual General Meeting resolution
of 28 August 2015 is attached to these Option Terms as


 


Annex section 18.


 


The content of the Annual General Meeting
resolution on the Share Option Scheme 2015 forms part of these Option Terms. In the event of any inconsistencies between these
Option Terms and the content of the Annual General Meeting resolution, the content of the Annual General Meeting resolution will
take precedence over the provisions of these Option Terms.


 


§ 19

Applicable law


 


The form and content of the Options and
of these Option Terms as well as all rights and obligations of the Beneficiary or Company arising thereunder will be governed in
every respect by the law of the Federal Republic of Germany and – to the extent permitted by law – to the exclusion
of the provisions of private international law.


 


§ 20

Place of performance, place of jurisdiction


 


The place of performance and place of jurisdiction
for any and all legal disputes arising from or in connection with these Option Terms is the registered office of the Company.


 




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§ 21

Other provisions


 


		(1)	Trading days for the purposes of this contract are all trading
days at the Frankfurt Stock Exchange.



 


		(2)	Any amendments or additions to the Option Agreement must be made in writing unless notarization
is required. This also applies to any amendment of this requirement of written form.



 


		(3)	The Company is entitled to modify or cancel the Option Terms at any time in accordance with mandatory
legal requirements without giving rise to any obligation to compensate the Eligible Person.



 


		(4)	If one of the provisions of these Option Terms should be or become invalid or impracticable, this
shall not affect the validity or practicability of the remaining provisions. Any gap in the provisions arising as a result of an
invalid or impracticable provision and any other gaps in the provisions shall be filled analogously by way of supplementary interpretation
of the contract, taking into account the interests of the parties. This shall also apply where a measure of performance or time
(time periods, dates) is concerned. In such cases, a legally permissible measure of performance or time (time periods, dates) coming
as close as possible to the intention of the parties shall replace that initially agreed.



 


		(5)	Headings are used for guidance only and are not to be used in the interpretation of the contract.



 




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