EXHIBIT
10.1




 


ACTINIUM PHARMACEUTICALS, INC.


2019 Stock Plan


 


1. Purposes of the Plan. The purposes
of this 2019 Stock Plan of the Company (the “Plan”) are to attract and retain the best available personnel for positions
of substantial responsibility, to provide additional incentive to Employees, Directors and Consultants and to promote the success
of the Company’s business. To achieve these purposes, the Company may grant Incentive Stock Options or Nonstatutory Stock
Options, as determined by the Administrator at the time of grant of an option and subject to the applicable provisions of Section
422 of the Code and the regulations promulgated thereunder, or the Company may grant Stock Purchase Rights, all in accordance with
the terms and conditions of the Plan.


 


The Plan was originally adopted by the Board on October 18,
2019, and was approved by the stockholders of the Company on December 18, 2019.


 


The amendments made to the Plan shall affect only Option
and Restricted Stock awards granted on or after the Effective Date. Awards granted prior to the Effective Date shall be governed
by the terms of the Plan and the related Option Agreements or Restricted Stock Purchase Agreements as in effect prior to the Effective
Date. In the event that the Plan is not approved by the stockholders of the Company, this Plan of the Company shall be null and
void and of no force or effect, but the 2013 Amended and Restated Stock Plan then in effect and the Options and Stock Purchase
Rights granted thereunder shall remain in full force and effect.


 


2. Definitions. As used herein, the following
definitions shall apply:


 


(a) “Administrator” means the
Board or its Committee appointed pursuant to Section 4 of the Plan.


 


(b) “Affiliate” means an entity
other than a Subsidiary (as defined below) which, together with the Company, is under common control of a third person or entity.


 


(c) “Applicable Laws” means
the legal requirements relating to the administration of stock option and restricted stock purchase plans under applicable U.S.
state corporate laws, U.S. federal laws and other applicable state laws, the Code and regulations thereunder, any Stock Exchange
rules or regulations and the applicable laws of any other country or jurisdiction where Options or Stock Purchase Rights are granted
under the Plan, as such laws, rules, regulations and requirements shall be in place from time to time.


 


(d) “Board” means the Board
of Directors of the Company.


 






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(e) “Change of Control” means
(i) The direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one
or a series of related transactions, of all or substantially all of the properties or assets of the Company and its subsidiaries,
taken as a whole, to any “Person” (as that term is used in Section 13(d)(3) of the Exchange Act) that is not a subsidiary
of the Company; (ii) The “Incumbent Directors” (meaning those individuals who, on date the Plan is adopted by the Board
(the “Effective Date”), constitute the Board, provided that any individual becoming a Director subsequent
to the Effective Date whose election or nomination for election to the Board was approved by a vote of at least two-thirds of the
Incumbent Directors then on the Board (either by a specific vote or by approval of the proxy statement of the Company in which
such person is named as a nominee for Director without objection to such nomination) shall be an Incumbent Director; and further
provided that no individual initially elected or nominated as a director of the Company as a result of an actual or threatened
election contest with respect to Directors or as a result of any other actual or threatened solicitation of proxies by or on behalf
of any person other than the Board shall be an Incumbent Director) cease for any reason to constitute at least a majority of the
Board; (iii) The date which is 10 business days prior to the consummation of a complete liquidation or dissolution of the Company;
(iv) The acquisition by any Person of “Beneficial Ownership” (within the meaning of Rule 13d-3 and Rule 13d-5 under
the Exchange Act, except that in calculating the Beneficial Ownership of any particular Person, such Person shall be deemed to
have beneficial ownership of all securities that such Person has the right to acquire by conversion or exercise of other securities,
whether such right is currently exercisable or is exercisable only after the passage of time) of 50% or more (on a fully diluted
basis) of either (A) the then outstanding shares of Common Stock of the Company, taking into account as outstanding for this purpose
such Common Stock issuable upon the exercise of options or warrants, the conversion of convertible stock or debt, and the exercise
of any similar right to acquire such Common Stock (the “Outstanding Company Common Stock”) or (B) the combined voting
power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding
Company Voting Securities”); provided, however, that for purposes of this Plan, the following acquisitions shall not constitute
a Change of Control: (I) any acquisition by the Company or any Affiliate, (II) any acquisition by any employee benefit plan sponsored
or maintained by the Company or any subsidiary, (III) any acquisition which complies with clauses, (A), (B) and (C) of subsection
(v) of this definition or (IV) in respect of an Option or any Restricted Stock held by a particular Participant, any acquisition
by the Participant or any group of persons including the Participant (or any entity controlled by the Participant or any group
of persons including the Participant); or (v) The consummation of a reorganization, merger, consolidation, statutory share exchange
or similar form of corporate transaction involving the Company that requires the approval of the Company’s shareholders,
whether for such transaction or the issuance of securities in the transaction (a “Business Combination”), unless immediately
following such Business Combination: (A) more than 50% of the total voting power of (I) the entity resulting from such Business
Combination (the “Surviving Company”), or (II) if applicable, the ultimate parent entity that directly or indirectly
has beneficial ownership of sufficient voting securities eligible to elect a majority of the members of the board of directors
(or the analogous governing body) of the Surviving Company (the “Parent Company”), is represented by the Outstanding
Company Voting Securities that were outstanding immediately prior to such Business Combination (or, if applicable, is represented
by shares into which the Outstanding Company Voting Securities were converted pursuant to such Business Combination), and such
voting power among the holders thereof is in substantially the same proportion as the voting power of the Outstanding Company Voting
Securities among the holders thereof immediately prior to the Business Combination; (B) no Person (other than any employee benefit
plan sponsored or maintained by the Surviving Company or the Parent Company) is or becomes the Beneficial Owner, directly or indirectly,
of 50% or more of the total voting power of the outstanding voting securities eligible to elect members of the board of directors
of the Parent Company (or the analogous governing body) (or, if there is no Parent Company, the Surviving Company); and (C) at
least a majority of the members of the board of directors (or the analogous governing body) of the Parent Company (or, if there
is no Parent Company, the Surviving Company) following the consummation of the Business Combination were Board members at the time
of the Board’s approval of the execution of the initial agreement providing for such Business Combination.


 






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(f) “Code” means
the Internal Revenue Code of 1986, as amended.


 


(g) “Committee” means one or
more committees or subcommittees of the Board appointed by the Board to administer the Plan in accordance with Section 4 below.


 


(h) “Common Stock” means the
Common Stock of the Company.


 


(i) “Company” means Actinium
Pharmaceuticals, Inc., a Delaware corporation.


 


(j) “Consultant” means any person,
including an advisor, who is engaged by the Company or any Parent, Subsidiary or Affiliate to render services and is compensated
for such services, and any director of the Company whether compensated for such services or not.


 


(k) “Continuous Service Status”
means the absence of any interruption or termination of service as an Employee or Consultant since the date of grant of the Option.
Continuous Service Status as an Employee or Consultant shall not be considered interrupted in the case of: (i) sick leave;
(ii) military leave; (iii) any other leave of absence approved by the Administrator, provided that such leave is for
a period of not more than three (3) months, or if longer, so long as the individual’s right to reemployment is guaranteed
by contract or statute; or (iv) in the case of transfers between locations of the Company or between the Company, its Parents,
Subsidiaries, Affiliates or their respective successors. A change in status from an Employee to a Consultant or from a Consultant
to an Employee will not constitute an interruption of Continuous Service.


 


(l) “Corporate Transaction”
means a sale of all or substantially all of the Company’s assets, or a merger, consolidation or other capital reorganization
or transaction of the Company with or into another corporation, entity or person, and includes a Change of Control.


 


(m) “Director” means a member
of the Board.


 


(n) “Effective Date” means the
date the Plan is approved by the stockholders of the Company.


 


(o) “Employee” means any person
employed by the Company or any Parent, Subsidiary or Affiliate, with the status of employment determined based upon such factors
as are deemed appropriate by the Administrator in its discretion, subject to any requirements of the Code or the Applicable Laws.
The payment by the Company of a director’s fee to a Director shall not be sufficient to constitute “employment”
of such Director by the Company.


 


(p) “Exchange Act” means the
Securities Exchange Act of 1934, as amended.


 






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(q) “Fair Market Value” means,
as of any date, per share of Common Stock, the closing price on the business day immediately preceding such date for the Common
Stock on the NYSE MKT or, if applicable, principal securities exchange on which the shares of Common Stock are then traded, or,
if not traded, the price set by the Administrator.


 


(r) “Incentive Stock Option”
means an Option intended to qualify as an incentive stock option within the meaning of Section 422 of the Code, as designated in
the applicable Option Agreement.


 


(s) “Nonstatutory Stock Option”
means an Option not intended to qualify as an Incentive Stock Option, as designated in the applicable Option Agreement, or that
otherwise does not meet the requirements of an Incentive Stock Option.


 


(t) “Option” means a stock option
granted pursuant to the Plan.


 


(u) “Option Agreement” means
a written document, substantially in the form attached hereto as Attachment A, reflecting the terms of an Option granted
under the Plan and includes any documents attached to or incorporated into such Option Agreement, including, but not limited to,
a notice of stock option grant and a form of exercise notice.


 


(v) Intentionally omitted.


 


(w) “Optioned Stock” means the
Common Stock subject to an Option.


 


(x) “Optionee” means an Employee,
Director or Consultant who receives an Option.


 


(y) “Parent” means a “parent
corporation,”, whether now or hereafter existing, as defined in Section 424(e) of the Code, or any successor provision.


 


(z) “Participant” means any
holder of one or more Options or Stock Purchase Rights, or the Shares issuable or issued upon exercise of such awards, under the
Plan.


 


(aa) “Reporting Person” means
an officer, Director, or greater than ten percent stockholder of the Company within the meaning of Rule 16a-2 under the Exchange
Act, who is required to file reports pursuant to Rule 16a-3 under the Exchange Act.


 


(bb) “Restricted Stock” means
Shares of Common Stock acquired pursuant to a grant of a Stock Purchase Right under Section 11 below.


 


(cc) “Restricted Stock Purchase Agreement”
means a written document, the form(s) of which shall be approved from time to time by the Administrator, reflecting the terms of
a Stock Purchase Right granted under the Plan and includes any documents attached to such agreement.


 


(dd) “Rule 16b-3” means Rule
16b-3 promulgated under the Exchange Act, as amended from time to time, or any successor provision.


 






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(ee) “Share” means a share of
the Common Stock, as adjusted in accordance with Section 14 of the Plan.


 


(ff) “Stock Exchange” means
any stock exchange or consolidated stock price reporting system on which prices for the Common Stock are quoted at any given time.


 


(gg) “Stock Purchase Right”
means the right to purchase Common Stock pursuant to Section 11 below.


 


(hh) “Subsidiary” means a “subsidiary
corporation,” whether now or hereafter existing, as defined in Section 424(f) of the Code, or any successor provision.


 


(ii) “Ten Percent Holder” means
a person who owns stock representing more than ten percent (10%) of the voting power of all classes of stock of the Company or
any Parent or Subsidiary.


 


3. Stock Subject to the Plan. Subject
to the provisions of Section 14 of the Plan, the maximum aggregate number of Shares reserved for issuance to Participants under
the Plan is 10,000,000, and the maximum aggregate number of Shares that may be granted in the form of Incentive Stock Options is
10,000,000. The Shares may be authorized, but unissued, or reacquired Common Stock. If an award should expire or become unexercisable
for any reason without having been exercised in full, the unpurchased Shares that were subject thereto shall, unless the Plan shall
have been terminated, become available for future grant under the Plan. In addition, any Shares of Common Stock which are retained
by the Company upon exercise of an award in order to satisfy the exercise or purchase price for such award or any withholding taxes
due with respect to such exercise or purchase shall be treated as not issued and shall continue to be available under the Plan.
Shares issued under the Plan and later repurchased by the Company pursuant to any repurchase right which the Company may have shall
not be available for future grant under the Plan.


 


4. Administration of the Plan.


 


(a) General. The Plan shall be administered
by the Board or a Committee, or a combination thereof, as determined by the Board. The Plan may be administered by different administrative
bodies with respect to different classes of Participants and, if permitted by the Applicable Laws, the Board may authorize one
or more officers to make awards under the Plan.


 


(b) Committee Composition. If a Committee
has been appointed pursuant to this Section 4, such Committee shall continue to serve in its designated capacity until otherwise
directed by the Board. From time to time the Board may increase the size of any Committee and appoint additional members thereof,
remove members (with or without cause) and appoint new members in substitution therefor, fill vacancies (however caused) and remove
all members of a Committee and thereafter directly administer the Plan, all to the extent permitted by the Applicable Laws and,
in the case of a Committee administering the Plan in accordance with the requirements of Rule 16b-3 or Section 162(m) of the Code,
to the extent permitted or required by such provisions.


 






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(c) Powers of the Administrator. Subject
to the provisions of the Plan and in the case of a Committee, the specific duties delegated by the Board to such Committee, the
Administrator shall have the authority, in its discretion:


 


(i) to determine the Fair Market Value of the Common
Stock, in accordance with Section 2(q) of the Plan, provided that such determination shall be applied consistently with respect
to Participants under the Plan;


 


(ii) to select the Employees, Directors and Consultants
to whom Plan awards may from time to time be granted;


 


(iii) to determine whether and to what extent Plan awards
are granted;


 


(iv) to determine the number of Shares of Common Stock
to be covered by each award granted;


 


(v) to approve the form(s) of agreement(s) used under
the Plan;


 


(vi) to determine the terms and conditions, not inconsistent
with the terms of the Plan, of any award granted hereunder, which terms and conditions include but are not limited to the exercise
or purchase price, the time or times when awards may be exercised (which may be based on performance criteria), any vesting acceleration
or waiver of forfeiture restrictions, any pro-rata adjustment to vesting as a result of a Participant’s transitioning from
full- to part-time services (or vice versa), and any restriction or limitation regarding any Option, Optioned Stock, Stock Purchase
Right or Restricted Stock, based in each case on such factors as the Administrator, in its sole discretion, shall determine;


 


(vii) intentionally omitted;


 


(viii) Intentionally omitted;


 


(ix) to adjust the vesting of an Option held by an Employee,
Director or Consultant as a result of a change in the terms or conditions under which such person is providing services to the
Company;


 


(x) to construe and interpret the terms of the Plan
and awards granted under the Plan, which constructions, interpretations and decisions shall be final and binding on all Participants;
and


 


(xi) in order to fulfill the purposes of the Plan and
without amending the Plan, to modify grants of Options or Stock Purchase Rights to Participants who are foreign nationals or employed
outside of the United States in order to recognize differences in local law, tax policies or customs.


 


5. Eligibility.


 


(a) Recipients of Grants. Nonstatutory Stock
Options and Stock Purchase Rights may be granted to Employees, Directors and Consultants. Incentive Stock Options may be granted
only to Employees, provided that Employees of Affiliates shall not be eligible to receive Incentive Stock Options.


 






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(b) Type of Option. Each Option shall be
designated in the Option Agreement as either an Incentive Stock Option or a Nonstatutory Stock Option.


 


(c) ISO $100,000 Limitation.  Notwithstanding
any designation under Section 5(b), to the extent that the aggregate Fair Market Value of Shares with respect to which Options
designated as Incentive Stock Options are exercisable for the first time by any Optionee during any calendar year (under all plans
of the Company or any Parent or Subsidiary) exceeds $100,000, such excess Options shall be treated as Nonstatutory Stock Options.
For purposes of this Section 5(c), Incentive Stock Options shall be taken into account in the order in which they were granted,
and the Fair Market Value of the Shares subject to an Incentive Stock Option shall be determined as of the date of the grant of
such Option.


 


(d) No Employment Rights. The Plan shall
not confer upon any Participant any right with respect to continuation of an employment or consulting relationship with the Company,
nor shall it interfere in any way with such Participant’s right or the Company’s right to terminate his or her employment
or consulting relationship at any time or any reason.


 


6. Term of Plan. The Plan shall become
effective upon the Effective Date. The duration of the Plan shall not exceed ten (10) years from the earlier of the date the plan
is adopted by the Board of Directors or the date the Plan is approved by the stockholders of the Company and may be terminated
earlier pursuant to Section 16 of the Plan.


 


7. Term of Option. The term of each Option
shall be the term stated in the Option Agreement; provided that the term shall be no more than ten (10) years from the date
of grant thereof or such shorter term as may be provided in the Option Agreement and provided further that, in the case of an Incentive
Stock Option granted to a person who at the time of such grant is a Ten Percent Holder, the term of the Option shall be five (5)
years from the date of grant thereof or such shorter term as may be provided in the Option Agreement.


 


8. [Reserved.]


 


9. Option Exercise Price and Consideration.


 


(a) Exercise Price. The per Share exercise
price for the Shares to be issued pursuant to exercise of an Option shall be such price as is determined by the Administrator and
set forth in the Option Agreement, but shall be subject to the following:


 


(i) In the case of an Incentive Stock Option


 


(A) granted to an Employee who at the time of grant is
a Ten Percent Holder, the per Share exercise price shall be no less than 110% of the Fair Market Value per Share on the date of
grant; or


 


(B) granted to any other Employee, the per Share exercise
price shall be no less than 100% of the Fair Market Value per Share on the date of grant.


 






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(ii) In the case of a Nonstatutory Stock Option, the
exercise price shall be no less than 100% of the Fair Market Value per Share on the date of grant.


 


(b) Permissible Consideration. The consideration
to be paid for the Shares to be issued upon exercise of an Option, including the method of payment, shall be determined by the
Administrator (and, in the case of an Incentive Stock Option, shall be determined at the time of grant) and may consist entirely
of (1) cash; (2) check; (3) delivery of Optionee’s promissory note with such recourse, interest, security
and redemption provisions as the Administrator determines to be appropriate (subject to applicable provisions of Delaware law);
(4) cancellation of indebtedness; (5) other Shares that have a Fair Market Value on the date of surrender equal to the aggregate
exercise price of the Shares as to which the Option is exercised, provided that in the case of Shares acquired, directly or indirectly,
from the Company, such Shares must have been owned by the Optionee for more than six (6) months on the date of surrender (or such
other period as may be required to avoid the Company’s incurring an adverse accounting charge); (6) delivery of a properly
executed exercise notice together with such other documentation as the Administrator and a securities broker approved by the Company
shall require to effect exercise of the Option and prompt delivery to the Company of the sale or loan proceeds required to pay
the exercise price and any applicable withholding taxes; or (7) any combination of the foregoing methods of payment. In making
its determination as to the type of consideration to accept, the Administrator shall consider if acceptance of such consideration
may be reasonably expected to benefit the Company and the Administrator may, in its sole discretion, refuse to accept a particular
form of consideration at the time of any Option exercise.


 


10. Exercise of Option.


 


(a) General. 


 


(i) Exercisability. Any Option granted
hereunder shall be exercisable at such times and under such conditions as determined by the Administrator, consistent with the
term of the Plan and reflected in the Option Agreement, including vesting requirements and/or performance criteria with respect
to the Company and/or the Optionee. The Administrator shall have the discretion to determine whether and to what extent the vesting
of Options shall be tolled during any unpaid leave of absence; provided however that in the absence of such determination, vesting
of Options shall be tolled during any such leave (unless otherwise required by the Applicable Laws). In the event of military leave,
vesting shall toll during any unpaid portion of such leave, provided that upon a Participant’s return from military leave
he or she will be given vesting credit with respect to awards to the same extent as would have applied had the Participant continued
to provide services to the Company throughout the leave on the same terms as he or she was providing services immediately prior
to the leave.


 


(ii) Minimum Exercise Requirements. An
Option may not be exercised for a fraction of a Share. The Administrator may require that an Option be exercised as to a minimum
number of Shares, provided that such requirement shall not prevent an Optionee from exercising the full number of Shares as to
which the Option is then exercisable.


 






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(iii) Procedures for and Results of Exercise.
An Option shall be deemed exercised when written notice of such exercise has been given to the Company in accordance with the
terms of the Option by the person entitled to exercise the Option and the Company has received full payment for the Shares with
respect to which the Option is exercised. Full payment may, as authorized by the Administrator, consist of any consideration and
method of payment allowable under Section 9(b) of the Plan, provided that the Administrator may, in its sole discretion, refuse
to accept any form of consideration at the time of any Option exercise.


 


Exercise of an Option in any manner shall result in
a decrease in the number of Shares that thereafter may be available, both for purposes of the Plan and for sale under the Option,
by the number of Shares as to which the Option is exercised.


 


(iv) Rights as Stockholder. Until the
issuance of the Shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent
of the Company), no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to the Optioned
Stock, notwithstanding the exercise of the Option. No adjustment will be made for a dividend or other right for which the record
date is prior to the date the stock certificate is issued, except as provided in Section 14 of the Plan.


 


(b) Termination of Employment or Consulting Relationship.


 


(i) Termination other than Upon Disability or
Death. In the event of termination of an Optionee’s Continuous Service Status, such Optionee may exercise an Option
within three (3) months following such termination to the extent the Optionee was vested in the Optioned Stock as of the date of
such termination. No termination shall be deemed to occur and this Section 10(b)(i) shall not apply if (A) the Optionee is a Consultant
who becomes an Employee, or (B) the Optionee is an Employee who becomes a Consultant.


 


(ii) Disability of Optionee. In the event
of termination of an Optionee’s Continuous Service Status as a result of his or her permanent and total disability within
the meaning of Section 22(e)(3) of the Code, such Optionee may exercise an Option at any time within one (1) year following such
termination to the extent the Optionee was vested in the Optioned Stock as of the date of such termination.


 


(iii) Death of Optionee. In the event
of the death of an Optionee during the period of Continuous Service Status or within three (3) months following termination thereof,
the Option may be exercised by Optionee’s estate or by a person who acquired the right to exercise the Option by bequest
or inheritance at any time within one (1) year following the date of death, but only to the extent the Optionee was vested in the
Optioned Stock as of the date of death or, if earlier, the date the Optionee’s Continuous Service Status terminated.


 


11. Stock Purchase Rights.


 


(a) Rights to Purchase. When the Administrator
determines that it will offer Stock Purchase Rights under the Plan, it shall advise the offeree in writing of the terms, conditions
and restrictions related to the offer, including the number of Shares that such person shall be entitled to purchase, the price
to be paid, and the time within which such person must accept such offer. The offer to purchase Shares subject to Stock Purchase
Rights shall be accepted by execution of a Restricted Stock Purchase Agreement in the form determined by the Administrator.


 






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(b) Repurchase Option. Unless the Administrator
determines otherwise, the Restricted Stock Purchase Agreement shall grant the Company a repurchase option exercisable upon the
voluntary or involuntary termination of the purchaser’s employment with the Company for any reason (including death or disability).
The purchase price for Shares repurchased pursuant to the Restricted Stock Purchase Agreement shall be the original purchase price
paid by the purchaser and may be paid by cancellation of any indebtedness of the purchaser to the Company. The repurchase option
shall lapse at such date as the Administrator may determine, as reflected in the Restricted Stock Purchase Agreement.


 


(c) Other Provisions. The Restricted Stock
Purchase Agreement shall contain such other terms, provisions and conditions not inconsistent with the Plan as may be determined
by the Administrator in its sole discretion. In addition, the provisions of Restricted Stock Purchase Agreements need not be the
same with respect to each purchaser.


 


(d) Rights as a Stockholder. Once the Stock
Purchase Right is exercised, the purchaser shall have the rights equivalent to those of a stockholder, and shall be a stockholder
when his or her purchase is entered upon the records of the duly authorized transfer agent of the Company. No adjustment will be
made for a dividend or other right for which the record date is prior to the date the Stock Purchase Right is exercised, except
as provided in Section 14 of the Plan.


 


12. Taxes.


 


(a) As a condition of the exercise of an Option or Stock
Purchase Right granted under the Plan, the Participant (or in the case of the Participant’s death, the person exercising
the Option or Stock Purchase Right) shall make such arrangements as the Administrator may require for the satisfaction of any applicable
federal, state, local or foreign withholding tax obligations that may arise in connection with the exercise of the Option or Stock
Purchase Right and the issuance of Shares. The Company shall not be required to issue any Shares under the Plan until such obligations
are satisfied. If the Administrator allows the withholding or surrender of Shares to satisfy a Participant’s tax withholding
obligations under this Section 12 (whether pursuant to Section 12(c), (d) or (e), or otherwise), the Administrator shall not allow
Shares to be withheld in an amount that exceeds the minimum statutory withholding rates for federal and state tax purposes, including
payroll taxes.


 


(b) In the case of an Employee and in the absence of any
other arrangement, the Employee shall be deemed to have directed the Company to withhold or collect from his or her compensation
an amount sufficient to satisfy such tax obligations from the next payroll payment otherwise payable after the date of an exercise
of the Option or Stock Purchase Right.


 


(c) In the case of Participant other than an Employee
(or in the case of an Employee where the next payroll payment is not sufficient to satisfy such tax obligations, with respect to
any remaining tax obligations), in the absence of any other arrangement and to the extent permitted under the Applicable Laws,
the Participant shall be deemed to have elected to have the Company withhold from the Shares to be issued upon exercise of the
Option or Stock Purchase Right that number of Shares having a Fair Market Value determined as of the applicable Tax Date (as defined
below) equal to the amount required to be withheld. For purposes of this Section 12, the Fair Market Value of the Shares to be
withheld shall be determined on the date that the amount of tax to be withheld is to be determined under the Applicable Laws (the
“Tax Date”).


 






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(d) If permitted by the Administrator, in its discretion,
a Participant may satisfy his or her tax withholding obligations upon exercise of an Option or Stock Purchase Right by surrendering
to the Company Shares that have a Fair Market Value determined as of the applicable Tax Date equal to the amount required to be
withheld. In the case of shares previously acquired from the Company that are surrendered under this Section 12(d), such Shares
must have been owned by the Participant for more than six (6) months on the date of surrender (or such other period of time as
is required for the Company to avoid adverse accounting charges).


 


(e) Any election or deemed election by a Participant to
have Shares withheld to satisfy tax withholding obligations under Section 12(c) or (d) above shall be irrevocable as to the particular
Shares as to which the election is made and shall be subject to the consent or disapproval of the Administrator. Any election by
a Participant under Section 12(d) above must be made on or prior to the applicable Tax Date.


 


(f) In the event an election to have Shares withheld is
made by a Participant and the Tax Date is deferred under Section 83 of the Code because no election is filed under Section 83(b)
of the Code, the Participant shall receive the full number of Shares with respect to which the Option or Stock Purchase Right is
exercised but such Participant shall be unconditionally obligated to tender back to the Company the proper number of Shares on
the Tax Date.


 


13. Non-Transferability of Options and Stock Purchase
Rights.


 


(a) General. Except as set forth in this
Section 13, Options and Stock Purchase Rights may not be sold, pledged, assigned, hypothecated, transferred or disposed of in any
manner other than by will or by the laws of descent or distribution. The designation of a beneficiary by an Optionee will not constitute
a transfer. An Option or Stock Purchase Right may be exercised, during the lifetime of the holder of an Option or Stock Purchase
Right, only by such holder or a transferee permitted by this Section 13.


 


(b) Limited Transferability Rights. The
Administrator may in its discretion grant transferable Nonstatutory Stock Options pursuant to Option Agreements specifying the
manner in which such Nonstatutory Stock Options are transferable.


 






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14. Adjustments Upon Changes in Capitalization,
Merger or Certain Other Transactions.


 


(a) Changes in Capitalization. Subject to
any required action by the stockholders of the Company, the number of Shares of Common Stock covered by each outstanding Option
or Stock Purchase Right, the number of Shares set forth in Sections 3 and 8 above and the number of Shares of Common Stock that
have been authorized for issuance under the Plan but as to which no Options or Stock Purchase Rights have yet been granted or that
have been returned to the Plan upon cancellation or expiration of an Option or Stock Purchase Right, as well as the price per Share
of Common Stock covered by each such outstanding Option or Stock Purchase Right, shall be proportionately adjusted for any increase
or decrease in the number of issued Shares of Common Stock resulting from a stock split, reverse stock split, stock dividend, combination,
recapitalization or reclassification of the Common Stock, or any other increase or decrease in the number of issued Shares of Common
Stock effected without receipt of consideration by the Company; provided, however, that conversion of any convertible securities
of the Company shall not be deemed to have been “effected without receipt of consideration.” Such adjustment shall
be made by the Administrator, whose determination in that respect shall be final, binding and conclusive. 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 of Common Stock
subject to an Option or Stock Purchase Right.


 


(b) Dissolution or Liquidation. In the event
of the dissolution or liquidation of the Company, each Option and Stock Purchase Right will terminate immediately prior to the
consummation of such action, unless otherwise determined by the Administrator.


 


(c) Corporate Transaction. In the event
of a Corporate Transaction, each outstanding Option or Stock Purchase Right shall be assumed or an equivalent option or right shall
be substituted by such successor corporation or a parent or subsidiary of such successor corporation (the “Successor Corporation”),
unless the Successor Corporation does not agree to assume the award or to substitute an equivalent option or right, in which case
such Option or Stock Purchase Right shall terminate upon the consummation of the transaction in consideration for a cash payment
to the Participant (on the date of the Corporate Transaction), with respect to each such Option, equal to the excess, if any, of
the Fair Market Value of the Common Stock subject to such Option over the exercise price of such Option.


 


For purposes of this Section 14(c), an Option or a Stock
Purchase Right shall be considered assumed, without limitation, if, at the time of issuance of the stock or other consideration
upon a Corporate Transaction or a Change of Control, as the case may be, each holder of an Option or Stock Purchase Right would
be entitled to receive upon exercise of the award the same number and kind of shares of stock or the same amount of property, cash
or securities as such holder would have been entitled to receive upon the occurrence of the transaction if the holder had been,
immediately prior to such transaction, the holder of the number of Shares of Common Stock covered by the award at such time (after
giving effect to any adjustments in the number of Shares covered by the Option or Stock Purchase Right as provided for in this
Section 14); provided that if such consideration received in the transaction is not solely common stock of the Successor Corporation,
the Administrator may, with the consent of the Successor Corporation, provide for the consideration to be received upon exercise
of the award to be solely common stock of the Successor Corporation equal to the Fair Market Value of the per Share consideration
received by holders of Common Stock in the transaction.


 






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(d) Certain Distributions. In the event
of any distribution to the Company’s stockholders of securities of any other entity or other assets (other than dividends
payable in cash or stock of the Company) without receipt of consideration by the Company, the Administrator may, in its discretion,
appropriately adjust the price per Share of Common Stock covered by each outstanding Option or Stock Purchase Right to reflect
the effect of such distribution.


 


(e) Change of Control. Notwithstanding
any provision of the Plan or any award agreement to the contrary, in the event of a Change of Control, (i) each outstanding Option
shall become immediately vested and exercisable, and (ii) any outstanding Restricted Stock shall become immediately vested and
any repurchase option with respect to such Restricted Stock shall immediately lapse, in each case effective immediately prior
to the Change of Control.


 


15. Time of Granting Options and Stock Purchase
Rights. The date of grant of an Option or Stock Purchase Right shall, for all purposes, be the date on which the Administrator
makes the determination granting such Option or Stock Purchase Right, or such other date as is determined by the Administrator,
provided that in the case of any Incentive Stock Option, the grant date shall be the later of the date on which the Administrator
makes the determination granting such Incentive Stock Option or the date of commencement of the Optionee’s employment relationship
with the Company. Notice of the determination shall be given to each Employee, Director or Consultant to whom an Option or Stock
Purchase Right is so granted within a reasonable time after the date of such grant.


 


16. Amendment and Termination of the Plan.


 


(a) Authority to Amend or Terminate. The
Board may at any time amend, alter, suspend or discontinue the Plan, but no amendment, alteration, suspension or discontinuation
(other than an adjustment pursuant to Section 14 above) shall be made that would materially and adversely affect the rights of
any Optionee or holder of Stock Purchase Rights under any outstanding grant, without his or her consent. In addition, to the extent
necessary and desirable to comply with the Applicable Laws, the Company shall obtain stockholder approval of any Plan amendment
in such a manner and to such a degree as required.


 


(b) Effect of Amendment or Termination.
No amendment or termination of the Plan shall materially and adversely affect Options or Stock Purchase Rights already granted,
unless mutually agreed otherwise between the Optionee or holder of the Stock Purchase Rights and the Administrator, which agreement
must be in writing and signed by the Optionee or holder and the Company.


 


17. Conditions Upon Issuance of Shares.
Notwithstanding any other provision of the Plan or any agreement entered into by the Company pursuant to the Plan, the Company
shall not be obligated, and shall have no liability for failure, to issue or deliver any Shares under the Plan unless such issuance
or delivery would comply with the Applicable Laws, with such compliance determined by the Company in consultation with its legal
counsel. As a condition to the exercise of an Option or Stock Purchase Right, the Company may require the person exercising the
award to represent and warrant at the time of any such exercise that the Shares are being purchased only for investment and without
any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is
required by law.


 






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18. Reservation of Shares. The Company,
during the term of this Plan, will at all times reserve and keep available such number of Shares as shall be sufficient to satisfy
the requirements of the Plan.


 


19. Agreements. Options and Stock Purchase
Rights shall be evidenced by Option Agreements and Restricted Stock Purchase Agreements, respectively, in such form(s) as the Administrator
shall from time to time approve.


 


20. Stockholder Approval. If required
by the Applicable Laws, continuance of the Plan shall be subject to approval by the stockholders of the Company within twelve (12)
months before or after the date the Plan is adopted. Such stockholder approval shall be obtained in the manner and to the degree
required under the Applicable Laws.


 


21. Information and Documents to Optionees and
Purchasers. If required by the Applicable Laws, the Company shall provide financial statements at least annually to each
Optionee and to each individual who acquired Shares pursuant to the Plan, during the period such Optionee or purchaser has one
or more Options or Stock Purchase Rights outstanding, and in the case of an individual who acquired Shares pursuant to the Plan,
during the period such individual owns such Shares. The Company shall not be required to provide such information if the issuance
of Options or Stock Purchase Rights under the Plan is limited to key employees whose duties in connection with the Company assure
their access to equivalent information.


 


22. Section 409A. The Plan is intended
to comply with Section 409A of the Code to the extent subject thereto, and, accordingly, to the maximum extent permitted, the Plan
shall be interpreted and administered to be in compliance therewith. Any payments described in the Plan that are due within the
“short-term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless
Applicable Laws require otherwise. Notwithstanding anything to the contrary in the Plan, to the extent required to avoid accelerated
taxation and tax penalties under Section 409A of the Code, amounts that would otherwise be payable and benefits that would otherwise
be provided pursuant to the Plan during the six (6) month period immediately following the Participant’s termination of Continuous
Service Status shall instead be paid on the first payroll date after the six-month anniversary of the Participant’s separation
from service (or the Participant’s death, if earlier). Notwithstanding the foregoing, neither the Company nor the Administrator
shall have any obligation to take any action to prevent the assessment of any excise tax or penalty on any Participant under Section
409A of the Code and neither the Company nor the Administrator will have any liability to any Participant for such tax or penalty.


 


 


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