Exhibit 10.1


 


GLYCOMIMETICS, INC.


 


AMENDED AND RESTATED 2013 EQUITY INCENTIVE PLAN


 


AMENDED AND RESTATED BY THE BOARD OF DIRECTORS:
APRIL 7, 2022

APPROVED BY THE STOCKHOLDERS: May 18, 2022

EFFECTIVE DATE OF AMENDMENT AND RESTATEMENT: April 7, 2022


 


1.             General.


 


(a)           Successor
to Prior Plan. The Plan is intended as the successor to the GlycoMimetics, Inc. 2003 Stock Incentive Plan, as amended
(the “Prior Plan”). From and after 12:01 a.m. Eastern time on the Original Effective Date, all outstanding
stock awards granted under the Prior Plan will remain subject to the terms of the Prior Plan; provided, however, that any shares
subject to outstanding stock awards granted under the Prior Plan that, from and after 12:01 a.m. Eastern time on the Original Effective
Date (i) expire or terminate for any reason prior to exercise or settlement; (ii) are forfeited, cancelled or otherwise returned
to the Company because of the failure to meet a contingency or condition required to vest such shares; or (iii) are reacquired, withheld
(or not issued) to satisfy a tax withholding obligation in connection with an award or to satisfy the purchase price or exercise price
of a stock award (the “Returning Shares”) will immediately be added to the Share Reserve (as further described
in Section 3(a) below) as and when such shares become Returning Shares up to the maximum number set forth in Section 3(a) below,
and become available for issuance pursuant to Awards granted hereunder. For the avoidance of doubt, any shares subject to outstanding
stock awards granted under the Prior Plan that expire or terminate, are forfeited, cancelled or otherwise returned to the Company or are
reacquired, withheld (or not issued) before the Original Effective Date shall not become Returning Shares. All Awards granted on or after
12:01 a.m. Eastern time on the Original Effective Date are subject to the terms of this Plan.


 


(b)           Eligible
Award Recipients. Employees, Directors and Consultants are eligible to receive Awards.


 


(c)           Available
Awards. The Plan provides for the grant of the following Awards: (i) Incentive Stock Options, (ii) Nonstatutory Stock
Options, (iii) Stock Appreciation Rights (iv) Restricted Stock Awards, (v) Restricted Stock Unit Awards, (vi) Performance
Awards, and (vii) Other Awards.


 


(d)           Purpose.
This Plan, through the granting of Awards, is intended to help the Company secure and retain the services of eligible award recipients,
provide incentives for such persons to exert maximum efforts for the success of the Company and any Affiliate, and provide a means by
which the eligible recipients may benefit from increases in value of the Common Stock.


 


2.             Administration.


 


(a)            Administration
by Board. The Board will administer the Plan. The Board may delegate administration of the Plan to a Committee or Committees,
as provided in Section 2(c).


 


(b)            Powers
of Board. The Board will have the power, subject to, and within the limitations of, the express provisions of the Plan:


 


(i)            To
determine: (A) who will be granted Awards; (B) when and how each Award will be granted; (C) what type of Award will be
granted; (D) the provisions of each Award (which need not be identical), including when a person will be permitted to exercise or
otherwise receive cash or Common Stock under the Award; (E) the number of shares of Common Stock subject to, or the cash value of,
an Award; and (F) the Fair Market Value applicable to an Award.


 


(ii)           To
construe and interpret the Plan and Awards granted under it, and to establish, amend and revoke rules and regulations for administration
of the Plan and Awards. The Board, in the exercise of these powers, may correct any defect, omission or inconsistency in the Plan or
in any Award Agreement or in the written terms of an Award, in a manner and to the extent it will deem necessary or expedient to make
the Plan or Award fully effective.


 






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(iii)          To
settle all controversies regarding the Plan and Awards granted under it.


 


(iv)          To
accelerate, in whole or in part, the time at which an Award may be exercised or vest (or at which cash or shares of Common Stock may be
issued).


 


(v)             To
suspend or terminate the Plan at any time. Except as otherwise provided in the Plan or an Award Agreement, suspension or termination of
the Plan will not materially impair a Participant’s rights under his or her then-outstanding Award without his or her written consent
except as provided in Section 2(b)(viii) below.


 


(vi)           To
amend the Plan in any respect the Board deems necessary or advisable, including, without limitation, by adopting amendments relating to
Incentive Stock Options and certain nonqualified deferred compensation under Section 409A of the Code and/or to bring the Plan or
Awards granted under the Plan compliant with the requirements for Incentive Stock Options or exempt from or compliant with the requirements
for nonqualified deferred compensation under Section 409A of the Code, subject to the limitations, if any, of applicable law. If
required by applicable law or listing requirements, and except as provided in Section 9(a) relating to Capitalization Adjustments,
the Company will seek stockholder approval of any amendment of the Plan that (A) materially increases the number of shares of Common
Stock available for issuance under the Plan, (B) materially expands the class of individuals eligible to receive Awards under the
Plan, (C) materially increases the benefits accruing to Participants under the Plan, (D) materially reduces the price at which
shares of Common Stock may be issued or purchased under the Plan, (E) materially extends the term of the Plan, or (F) materially
expands the types of Awards available for issuance under the Plan. Except as otherwise provided in the Plan or an Award Agreement, no
amendment of the Plan will materially impair a Participant’s rights under an outstanding Award without the Participant’s written
consent.


 


(vii)         To
the extent required by applicable law or listing requirements, to submit any amendment to the Plan for stockholder approval.


 


(viii)        To
approve forms of Award Agreements for use under the Plan and to amend the terms of any one or more Awards, including, but not limited
to, amendments to provide terms more favorable to the Participant than previously provided in the Award Agreement, subject to any specified
limits in the Plan that are not subject to Board discretion; provided however, that a Participant’s rights under any Award will
not be impaired by any such amendment unless (A) the Company requests the consent of the affected Participant, and (B) such
Participant consents in writing. Notwithstanding the foregoing, (1) a Participant’s rights will not be deemed to have been
impaired by any such amendment if the Board, in its sole discretion, determines that the amendment, taken as a whole, does not materially
impair the Participant’s rights, and (2) subject to the limitations of applicable law, if any, the Board may amend the terms
of any one or more Awards without the affected Participant’s consent (A) to maintain the qualified status of the Award as an
Incentive Stock Option under Section 422 of the Code; (B) to change the terms of an Incentive Stock Option, if such change results
in impairment of the Award solely because it impairs the qualified status of the Award as an Incentive Stock Option under Section 422
of the Code; (C) to clarify the manner of exemption from, or to bring the Award into compliance with, Section 409A of the Code;
or (D) to comply with other applicable laws or listing requirements.


 


(ix)          Generally,
to exercise such powers and to perform such acts as the Board deems necessary or expedient to promote the best interests of the Company
and that are not in conflict with the provisions of the Plan or Awards.


 


(x)           To
adopt such procedures and sub-plans as are necessary or appropriate to permit participation in the Plan by Employees, Directors or Consultants
who are foreign nationals or employed outside the United States (provided that Board approval will not be necessary for immaterial modifications
to the Plan or any Award Agreement that are required for compliance with the laws of the relevant foreign jurisdiction).


 






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(xi)          To
effect, with the consent of any adversely affected Participant, (A) the reduction of the exercise, purchase or strike price of any
outstanding Award; (B) the cancellation of any outstanding Award and the grant in substitution therefor of a new (1) Option
or SAR, (2) Restricted Stock Award, (3) Restricted Stock Unit Award, (4) Other Award, (5) cash award and/or (6) award
of other valuable consideration determined by the Board, in its sole discretion, with any such substituted award (x) covering the
same or a different number of shares of Common Stock as the cancelled Award and (y) granted under the Plan or another equity or compensatory
plan of the Company; or (C) any other action that is treated as a repricing under generally accepted accounting principles.


 


(c)           Delegation
to Committee.


 


(i)            General.
The Board may delegate some or all of the administration of the Plan to a Committee or Committees. If administration of the Plan is delegated
to a Committee, the Committee will have, in connection with the administration of the Plan, the powers theretofore possessed by the Board
that have been delegated to the Committee, including the power to delegate to a subcommittee of the Committee any of the administrative
powers the Committee is authorized to exercise (and references in this Plan to the Board will thereafter be to the Committee or subcommittee,
as applicable). Any delegation of administrative powers will be reflected in resolutions, not inconsistent with the provisions of the
Plan, adopted from time to time by the Board or Committee (as applicable). The Board may retain the authority to concurrently administer
the Plan with the Committee and may, at any time, revest in the Board some or all of the powers previously delegated.


 


(ii)           Rule 16b-3
Compliance. To the extent an Award is intended to qualify for the exemption from Section 16(b) of the Exchange Act that
is available under Rule 16b-3 of the Exchange Act, the Award will be granted by the Board or a Committee that consists solely of
two or more Non-Employee Directors, as determined under Rule 16b-3(b)(3) of the Exchange Act and thereafter any action establishing
or modifying the terms of the Award will be approved by the Board or a Committee meeting such requirements to the extent necessary for
such exemption to remain available.


 


(d)            Delegation
to an Officer. The Board may delegate to one (1) or more Officers the authority to do one or both of the following (i) designate
Employees who are not Officers to be recipients of Options and SARs (and, to the extent permitted by applicable law, other Awards) and,
to the extent permitted by applicable law, the terms of such Awards, and (ii) determine the number of shares of Common Stock to be
subject to such Awards granted to such Employees; provided, however, that the Board resolutions regarding such delegation will
specify the total number of shares of Common Stock that may be subject to the Awards granted by such Officer and that such Officer may
not grant an Award to himself or herself. Any such Awards will be granted on the form of Award Agreement most recently approved for use
by the Committee or the Board, unless otherwise provided in the resolutions approving the delegation authority. The Board may not delegate
authority to an Officer who is acting solely in the capacity of an Officer (and not also as a Director) to determine the Fair Market Value.


 


(e)           Effect
of Board’s Decision. All determinations, interpretations and constructions made by the Board in good faith will not be
subject to review by any person and will be final, binding and conclusive on all persons.


 


3.             Shares
Subject to the Plan.


 


(a)           Share
Reserve. Subject to Section 9(a) relating to Capitalization Adjustments, and the following sentence regarding the
annual increase, the aggregate number of shares of Common Stock that may be issued pursuant to Awards will not exceed 12,145,995 shares
(the “Share Reserve”), which number is the sum of (i) 2,619,622 shares of Common Stock added to the Share
Reserve as of the A&R Effective Date, plus (ii) 9,506,767 shares of Common Stock, consisting of the shares reserved under the
Plan as of the Original Effective Date, plus shares previously added to the Share Reserve pursuant to the “evergreen” provision
in Section 3(a) of the Plan between the Original Effective Date and the A&R Effective Date, plus (iii) the Returning
Shares, if any, in an amount not to exceed 19,606 shares of Common Stock, which become available for grant under this Plan from time to
time on or after the A&R Effective Date. In addition, the Share Reserve will automatically increase on January 1st
of each year, for a period of not more than seven years following the A&R Effective Date, commencing on January 1st
of the year following the year in which the A&R Effective Date occurs and ending on (and including) January 1, 2029, in an amount
equal to 4% of the total number of shares of Capital Stock outstanding on December 31st of the preceding calendar year.
Notwithstanding the foregoing, the Board may act prior to January 1st of a given year to provide that there will be no
January 1st increase in the Share Reserve for such year or that the increase in the Share Reserve for such year will be
a lesser number of shares of Common Stock than would otherwise occur pursuant to the preceding sentence. For clarity, the Share Reserve
is a limitation on the number of shares of Common Stock that may be issued under the Plan. Accordingly, this Section 3(a) does
not limit the granting of Awards except as provided in Section 7(a). Shares may be issued in connection with a merger or acquisition
as permitted by NASDAQ Listing Rule 5635(c) or, if applicable, NYSE Listed Company Manual Section 303A.08, AMEX Company
Guide Section 711 or other applicable rule, and such issuance will not reduce the number of shares available for issuance under the
Plan.


 






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(b)           Reversion
of Shares to the Share Reserve. If an Award or any portion thereof (i) expires or otherwise terminates without all of
the shares covered by such Award having been issued or (ii) is settled in cash (i.e., the Participant receives cash rather than stock),
such expiration, termination or settlement will not reduce (or otherwise offset) the number of shares of Common Stock that may be available
for issuance under the Plan. If any shares of Common Stock issued pursuant to an Award are forfeited back to or repurchased by the Company
because of the failure to meet a contingency or condition required to vest such shares in the Participant, then the shares that are forfeited
or repurchased will revert to and again become available for issuance under the Plan. Any shares reacquired by the Company in satisfaction
of tax withholding obligations on an Award or as consideration for the exercise or purchase price of an Award will again become available
for issuance under the Plan.


 


(c)            Incentive
Stock Option Limit. Subject to the provisions of Section 9(a) relating to Capitalization Adjustments, the aggregate
maximum number of shares of Common Stock that may be issued pursuant to the exercise of Incentive Stock Options will be 20,000,000 shares
of Common Stock.


 


(d)           Source
of Shares. The stock issuable under the Plan will be shares of authorized but unissued or reacquired Common Stock, including
shares repurchased by the Company on the open market or otherwise.


 


(e)           Non-Employee
Director Compensation Limit. The aggregate value of all compensation granted or paid, as applicable, to any individual for service
as a Non-Employee Director with respect to any calendar year, including Awards granted and cash fees paid by the Company to such Non-Employee
Director, will not exceed (1) $750,000 in total value or (2) in the event such Non-Employee Director is first appointed or elected
to the Board during such calendar year, $1,000,000 in total value, in each case, calculating the value of any equity awards based on the
grant date fair value of such equity awards for financial reporting purposes.


 


4.             Eligibility.


 


(a)           Eligibility
for Specific Awards. Incentive Stock Options may be granted only to employees of the Company or a “parent corporation”
or “subsidiary corporation” thereof (as such terms are defined in Sections 424(e) and 424(f) of the Code). Awards
other than Incentive Stock Options may be granted to Employees, Directors and Consultants; provided, however, that Awards may not
be granted to Employees, Directors and Consultants who are providing Continuous Service only to any “parent” of the Company,
as such term is defined in Rule 405 of the Securities Act, unless (i) the stock underlying such Awards is treated as “service
recipient stock” under Section 409A of the Code (for example, because the Awards are granted pursuant to a corporate transaction
such as a spin off transaction), (ii) the Company, in consultation with its legal counsel, has determined that such Awards are otherwise
exempt from Section 409A of the Code, or (iii) the Company, in consultation with its legal counsel, has determined that such
Awards comply with the distribution requirements of Section 409A of the Code.


 


(b)            Ten
Percent Stockholders. A Ten Percent Stockholder will not be granted an Incentive Stock Option unless the exercise price of such Option
is at least 110% of the Fair Market Value on the date of grant and the Option is not exercisable after the expiration of five years from
the date of grant.


 


5.             Provisions
Relating to Options and Stock Appreciation Rights.


 


Each Option or SAR will be
in such form and will contain such terms and conditions as the Board deems appropriate. All Options will be separately designated Incentive
Stock Options or Nonstatutory Stock Options at the time of grant, and, if certificates are issued, a separate certificate or certificates
will be issued for shares of Common Stock purchased on exercise of each type of Option. If an Option is not specifically designated as
an Incentive Stock Option, or if an Option is designated as an Incentive Stock Option but some portion or all of the Option fails to qualify
as an Incentive Stock Option under the applicable rules, then the Option (or portion thereof) will be a Nonstatutory Stock Option. The
provisions of separate Options or SARs need not be identical; provided, however, that each Award Agreement will conform to (through
incorporation of provisions hereof by reference in the applicable Award Agreement or otherwise) the substance of each of the following
provisions:


 


(a)           Term.
Subject to the provisions of Section 4(b) regarding Ten Percent Stockholders, no Option or SAR will be exercisable after the
expiration of ten years from the date of its grant or such shorter period specified in the Award Agreement.


 






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(b)           Exercise
Price. Subject to the provisions of Section 4(b) regarding Ten Percent Stockholders, the exercise or strike price
of each Option or SAR will be not less than 100% of the Fair Market Value of the Common Stock subject to the Option or SAR on the date
the Award is granted. Notwithstanding the foregoing, an Option or SAR may be granted with an exercise or strike price lower than 100%
of the Fair Market Value of the Common Stock subject to the Award if such Award is granted pursuant to an assumption of or substitution
for another option or stock appreciation right pursuant to a Corporate Transaction and in a manner consistent with the provisions of Section 409A
and, if applicable, Section 424(a) of the Code. Each SAR will be denominated in shares of Common Stock equivalents.


 


(c)           Purchase
Price for Options. The purchase price of Common Stock acquired pursuant to the exercise of an Option may be paid, to the extent
permitted by applicable law and as determined by the Board in its sole discretion, by any combination of the methods of payment set forth
below. The Board will have the authority to grant Options that do not permit all of the following methods of payment (or otherwise restrict
the ability to use certain methods) and to grant Options that require the consent of the Company to use a particular method of payment.
The permitted methods of payment are as follows:


 


(i)            by
cash, check, bank draft or money order payable to the Company;


 


(ii)           pursuant
to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance of the stock subject
to the Option, results in either the receipt of cash (or check) by the Company or the receipt of irrevocable instructions to pay the
aggregate exercise price to the Company from the sales proceeds;


 


(iii)         by
delivery to the Company (either by actual delivery or attestation) of shares of Common Stock;


 


(iv)           if
an Option is a Nonstatutory Stock Option, by a “net exercise” arrangement pursuant to which the Company will reduce the number
of shares of Common Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the
aggregate exercise price; provided, however, that the Company will accept a cash or other payment from the Participant to the extent
of any remaining balance of the aggregate exercise price not satisfied by such reduction in the number of whole shares to be issued. Shares
of Common Stock will no longer be subject to an Option and will not be exercisable thereafter to the extent that (A) shares issuable
upon exercise are reduced to pay the exercise price pursuant to the “net exercise,” (B) shares are delivered to the Participant
as a result of such exercise, and (C) shares are withheld to satisfy tax withholding obligations; or


 


(v)            in
any other form of legal consideration that may be acceptable to the Board and specified in the applicable Award Agreement.


 


(d)            Exercise
and Payment of a SAR. To exercise any outstanding SAR, the Participant must provide written notice of exercise to the Company
in compliance with the provisions of the Stock Appreciation Right Agreement evidencing such SAR. The appreciation distribution payable
on the exercise of a SAR will be not greater than an amount equal to the excess of (A) the aggregate Fair Market Value (on the date
of the exercise of the SAR) of a number of shares of Common Stock equal to the number of Common Stock equivalents in which the Participant
is vested under such SAR, and with respect to which the Participant is exercising the SAR on such date, over (B) the aggregate strike
price of the number of Common Stock equivalents with respect to which the Participant is exercising the SAR on such date. The appreciation
distribution may be paid in Common Stock, in cash, in any combination of the two or in any other form of consideration, as determined
by the Board and contained in the Award Agreement evidencing such SAR.


 






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(e)            Transferability
of Options and SARs. The Board may, in its sole discretion, impose such limitations on the transferability of Options and SARs
as the Board will determine. In the absence of such a determination by the Board to the contrary, the following restrictions on the transferability
of Options and SARs will apply:


 


(i)            Restrictions
on Transfer. An Option or SAR will not be transferable except by will or by the laws of descent and distribution (or pursuant to subsections
(ii) and (iii) below), and will be exercisable during the lifetime of the Participant only by the Participant. The Board may
permit transfer of the Option or SAR in a manner that is not prohibited by applicable tax and securities laws. Except as explicitly provided
herein, neither an Option nor a SAR may be transferred for consideration.


 


(ii)           Domestic
Relations Orders. Subject to the approval of the Board or a duly authorized Officer, an Option or SAR may be transferred pursuant
to the terms of a domestic relations order, official marital settlement agreement or other divorce or separation instrument as permitted
by Treasury Regulations Section 1.421-1(b)(2). If an Option is an Incentive Stock Option, such Option may be deemed to be a Nonstatutory
Stock Option as a result of such transfer.


 


(iii)         Beneficiary
Designation. Subject to the approval of the Board or a duly authorized Officer, a Participant may, by delivering written notice to
the Company, in a form approved by the Company (or the designated broker), designate a third party who, on the death of the Participant,
will thereafter be entitled to exercise the Option or SAR and receive the Common Stock or other consideration resulting from such exercise.
In the absence of such a designation, the executor or administrator of the Participant’s estate will be entitled to exercise the
Option or SAR and receive the Common Stock or other consideration resulting from such exercise. However, the Company may prohibit designation
of a beneficiary at any time, including due to any conclusion by the Company that such designation would be inconsistent with the provisions
of applicable laws.


 


(f)            Vesting
Generally. The total number of shares of Common Stock subject to an Option or SAR may vest and become exercisable in periodic
installments that may or may not be equal. The Option or SAR may be subject to such other terms and conditions on the time or times when
it may or may not be exercised (which may be based on the satisfaction of Performance Goals or other criteria) as the Board may deem appropriate.
The vesting provisions of individual Options or SARs may vary. The provisions of this Section 5(f) are subject to any Option
or SAR provisions governing the minimum number of shares of Common Stock as to which an Option or SAR may be exercised.


 


(g)           Termination
of Continuous Service. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant
and the Company, if a Participant’s Continuous Service terminates (other than for Cause and other than upon the Participant’s
death or Disability), the Participant may exercise his or her Option or SAR (to the extent that the Participant was entitled to exercise
such Award as of the date of termination of Continuous Service) within the period of time ending on the earlier of (i) the date three
months following the termination of the Participant’s Continuous Service (or such longer or shorter period specified in the applicable
Award Agreement), and (ii) the expiration of the term of the Option or SAR as set forth in the Award Agreement. If, after termination
of Continuous Service, the Participant does not exercise his or her Option or SAR (as applicable) within the applicable time frame, the
Option or SAR will terminate.


 


(h)           Extension
of Termination Date. If the exercise of an Option or SAR following the termination of the Participant’s Continuous Service
(other than for Cause and other than upon the Participant’s death or Disability) would be prohibited at any time solely because
the issuance of shares of Common Stock would violate the registration requirements under the Securities Act, then the Option or SAR will
terminate on the earlier of (i) the expiration of a total period of time (that need not be consecutive) equal to the applicable post
termination exercise period after the termination of the Participant’s Continuous Service during which the exercise of the Option
or SAR would not be in violation of such registration requirements, and (ii) the expiration of the term of the Option or SAR as set
forth in the applicable Award Agreement. In addition, unless otherwise provided in a Participant’s Award Agreement, if the sale
of any Common Stock received on exercise of an Option or SAR following the termination of the Participant’s Continuous Service (other
than for Cause) would violate the Company’s insider trading policy, then the Option or SAR will terminate on the earlier of (i) the
expiration of a period of months (that need not be consecutive) equal to the applicable post-termination exercise period after the termination
of the Participant’s Continuous Service during which the sale of the Common Stock received upon exercise of the Option or SAR would
not be in violation of the Company’s insider trading policy, or (ii) the expiration of the term of the Option or SAR as set
forth in the applicable Award Agreement.


 






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(i)            Disability
of Participant. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant and
the Company, if a Participant’s Continuous Service terminates as a result of the Participant’s Disability, the Participant
may exercise his or her Option or SAR (to the extent that the Participant was entitled to exercise such Option or SAR as of the date of
termination of Continuous Service), but only within such period of time ending on the earlier of (i) the date 12 months following
such termination of Continuous Service (or such longer or shorter period specified in the Award Agreement), and (ii) the expiration
of the term of the Option or SAR as set forth in the Award Agreement. If, after termination of Continuous Service, the Participant does
not exercise his or her Option or SAR within the applicable time frame, the Option or SAR (as applicable) will terminate.


 


(j)            Death
of Participant. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant and
the Company, if (i) a Participant’s Continuous Service terminates as a result of the Participant’s death, or (ii) the
Participant dies within the period (if any) specified in the Award Agreement for exercisability after the termination of the Participant’s
Continuous Service for a reason other than death, then the Option or SAR may be exercised (to the extent the Participant was entitled
to exercise such Option or SAR as of the date of death) by the Participant’s estate, by a person who acquired the right to exercise
the Option or SAR by bequest or inheritance or by a person designated to exercise the Option or SAR upon the Participant’s death,
but only within the period ending on the earlier of (i) the date 18 months following the date of death (or such longer or shorter
period specified in the Award Agreement), and (ii) the expiration of the term of such Option or SAR as set forth in the Award Agreement.
If, after the Participant’s death, the Option or SAR is not exercised within the applicable time frame, the Option or SAR will terminate.


 


(k)           Termination
for Cause. Except as explicitly provided otherwise in a Participant’s Award Agreement or other individual written agreement
between the Company or any Affiliate and the Participant, if a Participant’s Continuous Service is terminated for Cause, the Option
or SAR will terminate immediately upon such Participant’s termination of Continuous Service, and the Participant will be prohibited
from exercising his or her Option or SAR from and after the date of such termination of Continuous Service.


 


(l)            Non-Exempt
Employees. If an Option or SAR is granted to an Employee who is a non-exempt employee for purposes of the Fair Labor Standards
Act of 1938, as amended, the Option or SAR will not be first exercisable for any shares of Common Stock until at least six (6) months
following the date of grant of the Option or SAR (although the Award may vest prior to such date). Consistent with the provisions of the
Worker Economic Opportunity Act, (i) if such non-exempt Employee dies or suffers a Disability, (ii) upon a Corporate Transaction
in which such Option or SAR is not assumed, continued, or substituted, (iii) upon a Change in Control, or (iv) upon the Participant’s
retirement (as such term may be defined in the Participant’s Award Agreement in another agreement between the Participant and the
Company, or, if no such definition, in accordance with the Company’s then current employment policies and guidelines), the vested
portion of any Options and SARs may be exercised earlier than six months following the date of grant. The foregoing provision is intended
to operate so that any income derived by a non-exempt employee in connection with the exercise or vesting of an Option or SAR will be
exempt from his or her regular rate of pay. To the extent permitted and/or required for compliance with the Worker Economic Opportunity
Act to ensure that any income derived by a non-exempt employee in connection with the exercise, vesting or issuance of any shares under
any other Award will be exempt from the employee’s regular rate of pay, the provisions of this Section 5(l) will apply
to all Awards and are hereby incorporated by reference into such Award Agreements.


 


6.             Provisions
of Awards Other Than Options and SARS.


 


(a)           Restricted
Stock Awards. Each Restricted Stock Award Agreement will be in such form and will contain such terms and conditions as the
Board will deem appropriate. To the extent consistent with the Company’s bylaws, at the Board’s election, shares of Common
Stock may be (x) held in book entry form subject to the Company’s instructions until any restrictions relating to the Restricted
Stock Award lapse; or (y) evidenced by a certificate, which certificate will be held in such form and manner as determined by
the Board. The terms and conditions of Restricted Stock Award Agreements may change from time to time, and the terms and conditions of
separate Restricted Stock Award Agreements need not be identical. Each Restricted Stock Award Agreement will conform to (through incorporation
of the provisions hereof by reference in the agreement or otherwise) the substance of each of the following provisions:


 


(i)            Consideration.
A Restricted Stock Award may be awarded in consideration for (A) cash, check, bank draft or money order payable to the Company,
(B) past services to the Company or an Affiliate, or (C) any other form of legal consideration (including future services)
that may be acceptable to the Board, in its sole discretion, and permissible under applicable law.


 






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(ii)           Vesting.
Shares of Common Stock awarded under the Restricted Stock Award Agreement may be subject to forfeiture to the Company in accordance with
a vesting schedule to be determined by the Board.


 


(iii)          Termination
of Participant’s Continuous Service. If a Participant’s Continuous Service terminates, the Company may receive through
a forfeiture condition or a repurchase right any or all of the shares of Common Stock held by the Participant as of the date of termination
of Continuous Service under the terms of the Restricted Stock Award Agreement.


 


(iv)           Transferability.
Rights to acquire shares of Common Stock under the Restricted Stock Award Agreement will be transferable by the Participant only upon
such terms and conditions as are set forth in the Restricted Stock Award Agreement, as the Board will determine in its sole discretion,
so long as Common Stock awarded under the Restricted Stock Award Agreement remains subject to the terms of the Restricted Stock Award
Agreement.


 


(v)            Dividends.
A Restricted Stock Award Agreement may provide that any dividends paid on Restricted Stock will be subject to the same vesting and forfeiture
restrictions as apply to the shares subject to the Restricted Stock Award to which they relate.


 


(b)            Restricted
Stock Unit Awards. Each Restricted Stock Unit Award Agreement will be in such form and will contain such terms and conditions
as the Board will deem appropriate. The terms and conditions of Restricted Stock Unit Award Agreements may change from time to time, and
the terms and conditions of separate Restricted Stock Unit Award Agreements need not be identical. Each Restricted Stock Unit Award Agreement
will conform to (through incorporation of the provisions hereof by reference in the Agreement or otherwise) the substance of each of the
following provisions:


 


(i)            Consideration.
At the time of grant of a Restricted Stock Unit Award, the Board will determine the consideration, if any, to be paid by the Participant
upon delivery of each share of Common Stock subject to the Restricted Stock Unit Award. The consideration to be paid (if any) by the
Participant for each share of Common Stock subject to a Restricted Stock Unit Award may be paid in any form of legal consideration that
may be acceptable to the Board, in its sole discretion, and permissible under applicable law.


 


(ii)           Vesting.
At the time of the grant of a Restricted Stock Unit Award, the Board may impose such restrictions on or conditions to the vesting of
the Restricted Stock Unit Award as it, in its sole discretion, deems appropriate.


 


(iii)         Payment.
A Restricted Stock Unit Award may be settled by the delivery of shares of Common Stock, their cash equivalent, any combination thereof
or in any other form of consideration, as determined by the Board and contained in the Restricted Stock Unit Award Agreement.


 


(iv)          Additional
Restrictions. At the time of the grant of a Restricted Stock Unit Award, the Board, as it deems appropriate, may impose such restrictions
or conditions that delay the delivery of the shares of Common Stock (or their cash equivalent) subject to a Restricted Stock Unit Award
to a time after the vesting of such Restricted Stock Unit Award.


 






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(v)            Dividend
Equivalents. Dividend equivalents may be credited in respect of shares of Common Stock covered by a Restricted Stock Unit Award,
as determined by the Board and contained in the Restricted Stock Unit Award Agreement. At the sole discretion of the Board, such dividend
equivalents may be converted into additional shares of Common Stock covered by the Restricted Stock Unit Award in such manner as determined
by the Board. Any additional shares covered by the Restricted Stock Unit Award credited by reason of such dividend equivalents will be
subject to all of the same terms and conditions of the underlying Restricted Stock Unit Award Agreement to which they relate.


 


(vi)           Termination
of Participant’s Continuous Service. Except as otherwise provided in the applicable Restricted Stock Unit Award Agreement, such
portion of the Restricted Stock Unit Award that has not vested will be forfeited upon the Participant’s termination of Continuous
Service.


 


(c)           Performance
Awards. With respect to any Performance Award, the length of any Performance Period, the Performance Goals to be achieved during
the Performance Period, the other terms and conditions of such Award and the measure of whether and to what degree such Performance Goals
have been attained will be determined by the Board.


 


(d)           Other
Awards. Other forms of Awards valued in whole or in part by reference to, or otherwise based on, Common Stock, including the
appreciation in value thereof (e.g., options or stock rights with an exercise price or strike price less than 100% of the Fair Market
Value of the Common Stock at the time of grant) may be granted either alone or in addition to Awards provided for under Section 5
and the preceding provisions of this Section 6. Subject to the provisions of the Plan, the Board will have sole and complete authority
to determine the persons to whom and the time or times at which such Other Awards will be granted, the number of shares of Common Stock
(or the cash equivalent thereof) to be granted pursuant to such Other Awards and all other terms and conditions of such Other Awards.


 


7.            Covenants
of the Company.


 


(a)            Availability
of Shares. The Company will keep available at all times the number of shares of Common Stock reasonably required to satisfy
then-outstanding Awards.


 


(b)            Securities
Law Compliance. The Company will seek to obtain from each regulatory commission or agency having jurisdiction over the Plan
such authority as may be required to grant Awards and to issue and sell shares of Common Stock upon exercise of the Awards; provided,
however, that this undertaking will not require the Company to register under the Securities Act the Plan, any Award or any Common
Stock issued or issuable pursuant to any such Award. If, after reasonable efforts and at a reasonable cost, the Company is unable to obtain
from any such regulatory commission or agency the authority that counsel for the Company deems necessary for the lawful issuance and sale
of Common Stock under the Plan, the Company will be relieved from any liability for failure to issue and sell Common Stock upon exercise
of such Awards unless and until such authority is obtained. A Participant will not be eligible for the grant of an Award or the subsequent
issuance of cash or Common Stock pursuant to the Award if such grant or issuance would be in violation of any applicable securities law.


 


(c)           No
Obligation to Notify or Minimize Taxes. The Company will have no duty or obligation to any Participant to advise such holder
as to the time or manner of exercising such Award. Furthermore, the Company will have no duty or obligation to warn or otherwise advise
such holder of a pending termination or expiration of an Award or a possible period in which the Award may not be exercised. The Company
has no duty or obligation to minimize the tax consequences of an Award to the holder of such Award.


 


8.             Miscellaneous.


 


(a)           Use
of Proceeds from Sales of Common Stock. Proceeds from the sale of shares of Common Stock pursuant to Awards will constitute
general funds of the Company.


 


(b)           Corporate
Action Constituting Grant of Awards. Corporate action constituting a grant by the Company of an Award to any Participant will
be deemed completed as of the date of such corporate action, unless otherwise determined by the Board, regardless of when the instrument,
certificate, or letter evidencing the Award is communicated to, or actually received or accepted by, the Participant. In the event that
the corporate records (e.g., Board consents, resolutions or minutes) documenting the corporate action constituting the grant contain terms
(e.g., exercise price, vesting schedule or number of shares) that are inconsistent with those in the Award Agreement or related grant
documents as a result of a clerical error in the papering of the Award Agreement or related grant documents, the corporate records will
control and the Participant will have no legally binding right to the incorrect term in the Award Agreement or related grant documents.


 






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(c)           Stockholder
Rights. No Participant will be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares
of Common Stock subject to an Award unless and until (i) such Participant has satisfied all requirements for exercise of, or the
issuance of shares under, the Award pursuant to its terms, and (ii) the issuance of the Common Stock subject to such Award has been
entered into the books and records of the Company.


 


(d)           No
Employment or Other Service Rights. Nothing in the Plan, any Award Agreement or any other instrument executed thereunder or
in connection with any Award granted pursuant thereto will confer upon any Participant any right to continue to serve the Company or an
Affiliate in the capacity in effect at the time the Award was granted or will affect the right of the Company or an Affiliate to terminate
(i) the employment of an Employee with or without notice and with or without cause, (ii) the service of a Consultant pursuant
to the terms of such Consultant’s agreement with the Company or an Affiliate, or (iii) the service of a Director pursuant to
the bylaws of the Company or an Affiliate, and any applicable provisions of the corporate law of the state in which the Company or the
Affiliate is incorporated, as the case may be.


 


(e)            Change
in Time Commitment. In the event a Participant’s regular level of time commitment in the performance of his or her services
for the Company and any Affiliates is reduced (for example, and without limitation, if the Participant is an Employee of the Company and
the Employee has a change in status from a full-time Employee to a part-time Employee or takes an extended leave of absence) after the
date of grant of any Award to the Participant, the Board has the right in its sole discretion to (x) make a corresponding reduction
in the number of shares or cash amount subject to any portion of such Award that is scheduled to vest or become payable after the date
of such change in time commitment, and (y) in lieu of or in combination with such a reduction, extend the vesting or payment schedule
applicable to such Award. In the event of any such reduction, the Participant will have no right with respect to any portion of the Award
that is so reduced.


 


(f)            Incentive
Stock Option Limitations. To the extent that the aggregate Fair Market Value (determined at the time of grant) of Common Stock
with respect to which Incentive Stock Options are exercisable for the first time by any Optionholder during any calendar year (under all
plans of the Company and any Affiliates) exceeds $100,000 (or such other limit established in the Code) or otherwise does not comply with
the rules governing Incentive Stock Options, the Options or portions thereof that exceed such limit (according to the order in which
they were granted) or otherwise do not comply with the rules will be treated as Nonstatutory Stock Options, notwithstanding any contrary
provision of the applicable Option Agreement(s).


 


(g)           Investment
Assurances. The Company may require a Participant, as a condition of exercising or acquiring Common Stock under any Award,
(i) to give written assurances satisfactory to the Company as to the Participant’s knowledge and experience in financial and
business matters and/or to employ a purchaser representative reasonably satisfactory to the Company who is knowledgeable and experienced
in financial and business matters and that he or she is capable of evaluating, alone or together with the purchaser representative, the
merits and risks of exercising the Award; and (ii) to give written assurances satisfactory to the Company stating that the Participant
is acquiring Common Stock subject to the Award for the Participant’s own account and not with any present intention of selling or
otherwise distributing the Common Stock. The foregoing requirements, and any assurances given pursuant to such requirements, will be inoperative
if (A) the issuance of the shares upon the exercise or acquisition of Common Stock under the Award has been registered under a then
currently effective registration statement under the Securities Act, or (B) as to any particular requirement, a determination is
made by counsel for the Company that such requirement need not be met in the circumstances under the then applicable securities laws.
The Company may, upon advice of counsel to the Company, place legends on stock certificates issued under the Plan as such counsel deems
necessary or appropriate in order to comply with applicable securities laws, including, but not limited to, legends restricting the transfer
of the Common Stock.


 






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(h)           Withholding
Obligations. Unless prohibited by the terms of an Award Agreement, the Company may, in its sole discretion, satisfy any federal,
state or local tax withholding obligation relating to an Award by any of the following means or by a combination of such means: (i) causing
the Participant to tender a cash payment; (ii) withholding shares of Common Stock from the shares of Common Stock issued or otherwise
issuable to the Participant in connection with the Award; (iii) withholding cash from an Award settled in cash; (iv) withholding
payment from any amounts otherwise payable to the Participant; or (v) by such other method as may be set forth in the Award Agreement.


 


(i)            Electronic
Delivery and Participation. Any reference herein or in an Award Agreement to a “written” agreement or document
will include any agreement or document delivered electronically, filed publicly at www.sec.gov (or any successor website thereto) or posted
on the Company’s intranet (or other shared electronic medium controlled by the Company to which the Participant has access). By
accepting any Award, a Participant consents to receive documents by electronic delivery and to participate in the Plan through any online
electronic system established and maintained by the Company or a third party selected by the Company. The form of delivery of any Common
Stock (e.g., a stock certificate or electronic entry evidencing such shares) shall be determined by the Company.


 


(j)            Deferrals.
To the extent permitted by applicable law, the Board, in its sole discretion, may determine that the delivery of Common Stock or the payment
of cash, upon the exercise, vesting or settlement of all or a portion of any Award may be deferred and may establish programs and procedures
for deferral elections to be made by Participants. Deferrals by Participants will be made in accordance with Section 409A of the
Code. Consistent with Section 409A of the Code, the Board may provide for distributions while a Participant is still an employee
or otherwise providing services to the Company. The Board is authorized to make deferrals of Awards and determine when, and in what annual
percentages, Participants may receive payments, including lump sum payments, following the Participant’s termination of Continuous
Service, and implement such other terms and conditions consistent with the provisions of the Plan and in accordance with applicable law.


 


(k)           Compliance
with Section 409A. Unless otherwise expressly provided for in an Award Agreement, the Plan and Award Agreements will be
interpreted to the greatest extent possible in a manner that makes the Plan and the Awards granted hereunder exempt from Section 409A
of the Code, and, to the extent not so exempt, in compliance with Section 409A of the Code. If the Board determines that any Award
granted hereunder is not exempt from and is therefore subject to Section 409A of the Code, the Award Agreement evidencing such Award
will incorporate the terms and conditions necessary to avoid the consequences specified in Section 409A(a)(1) of the Code, and
to the extent an Award Agreement is silent on terms necessary for compliance, such terms are hereby incorporated by reference into the
Award Agreement. Notwithstanding anything to the contrary in this Plan (and unless the Award Agreement specifically provides otherwise),
if the shares of Common Stock are publicly traded, and if a Participant holding an Award that constitutes “deferred compensation”
under Section 409A of the Code is a “specified employee” for purposes of Section 409A of the Code, no distribution
or payment of any amount that is due because of a “separation from service” (as defined in Section 409A of the Code without
regard to alternative definitions thereunder) will be issued or paid before the date that is six months following the date of such Participant’s
 “separation from service” or, if earlier, the date of the Participant’s death, unless such distribution or payment can
be made in a manner that complies with Section 409A of the Code, and any amounts so deferred will be paid in a lump sum on the day
after such six month period elapses, with the balance paid thereafter on the original schedule.


 


(l)            Clawback/Recovery.
All Awards granted under the Plan will be subject to recoupment in accordance with any clawback policy that the Company is required to
adopt pursuant to the listing standards of any national securities exchange or association on which the Company’s securities are
listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law, and any other
clawback policy that the Company may adopt or maintain from time to time. In addition, the Board may impose such other clawback, recovery
or recoupment provisions in an Award Agreement as the Board determines necessary or appropriate, including but not limited to a reacquisition
right in respect of previously acquired shares of Common Stock or other cash or property upon the occurrence of Cause. No recovery of
compensation under such a clawback policy will be an event giving rise to a right to resign for “good reason” or “constructive
termination” (or similar term) under any agreement with the Company.


 






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9.            Adjustments
Upon Changes in Common Stock; Other Corporate Events.


 


(a)            Capitalization
Adjustments. In the event of a Capitalization Adjustment, the Board will appropriately and proportionately adjust: (i) the
class(es) and maximum number of securities subject to the Plan pursuant to Section 3(a), (ii) the class(es) and maximum number
of securities that may be issued pursuant to the exercise of Incentive Stock Options pursuant to Section 3(c), and (iii) the
class(es) and number of securities and price per share of stock subject to outstanding Awards. The Board will make such adjustments, and
its determination will be final, binding and conclusive.


 


(b)           Dissolution
or Liquidation. Except as otherwise provided in the Award Agreement, in the event of a dissolution or liquidation of the Company,
all outstanding Awards (other than Awards consisting of vested and outstanding shares of Common Stock not subject to a forfeiture condition
or the Company’s right of repurchase) will terminate immediately prior to the completion of such dissolution or liquidation, and
the shares of Common Stock subject to the Company’s repurchase rights or subject to a forfeiture condition may be repurchased or
reacquired by the Company notwithstanding the fact that the holder of such Award is providing Continuous Service; provided, however,
that the Board may, in its sole discretion, cause some or all Awards to become fully vested, exercisable and/or no longer subject to repurchase
or forfeiture (to the extent such Awards have not previously expired or terminated) before the dissolution or liquidation is completed
but contingent on its completion.


 


(c)           Corporate
Transaction. The following provisions will apply to Awards in the event of a Corporate Transaction unless otherwise provided
in the instrument evidencing the Award or any other written agreement between the Company or any Affiliate and the Participant or unless
otherwise expressly provided by the Board at the time of grant of an Award. In the event of a Corporate Transaction, then, notwithstanding
any other provision of the Plan, the Board will take one or more of the following actions with respect to Awards, contingent upon the
closing or completion of the Corporate Transaction:


 


(i)            arrange
for the surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) to assume or
continue the Award or to substitute a similar award for the Award (including, but not limited to, an award to acquire the same consideration
paid to the stockholders of the Company pursuant to the Corporate Transaction);


 


(ii)           arrange
for the assignment of any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant to the Award
to the surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company);


 


(iii)          accelerate
the vesting, in whole or in part, of the Award (and, if applicable, the time at which the Award may be exercised) to a date prior to the
effective time of such Corporate Transaction as the Board will determine (or, if the Board will not determine such a date, to the date
that is five days prior to the effective date of the Corporate Transaction), with such Award terminating if not exercised (if applicable)
at or prior to the effective time of the Corporate Transaction;


 


(iv)          arrange
for the lapse, in whole or in part, of any reacquisition or repurchase rights held by the Company with respect to the Award;


 


(v)            cancel
or arrange for the cancellation of the Award, to the extent not vested or not exercised prior to the effective time of the Corporate
Transaction, in exchange for such cash consideration, if any, as the Board, in its sole discretion, may consider appropriate; and


 


(vi)          make
a payment, in such form as may be determined by the Board equal to the excess, if any, of (A) the value of the property the Participant
would have received upon the exercise of the Award immediately prior to the effective time of the Corporate Transaction, over (B) any
exercise price payable by such holder in connection with such exercise.


 


The Board need not take the
same action or actions with respect to all Awards or portions thereof or with respect to all Participants. The Board may take different
actions with respect to the vested and unvested portions of an Award.


 


(d)           Change
in Control. An Award may be subject to additional acceleration of vesting and exercisability upon or after a Change in Control
as may be provided in the Award Agreement for such Award or as may be provided in any other written agreement between the Company or any
Affiliate and the Participant, but in the absence of such provision, no such acceleration will occur.


 






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10.          Plan
Term; Earlier Termination or Suspension of the Plan.


 


The Board may suspend or
terminate the Plan at any time. No Incentive Stock Options may be granted after the tenth anniversary of the A&R Effective Date. No
Awards may be granted under the Plan while the Plan is suspended or after it is terminated.


 


11.          Effective
Date of the Plan.


 


The Plan, as amended and
restated hereby, will become effective on the A&R Effective Date. In addition, no Award will be exercised (or, in the case of a Restricted
Stock Award, Restricted Stock Unit Award, Performance Award, or Other Award, no Award will be granted) and no cash award will be settled
unless and until the Plan has been approved by the stockholders of the Company, which approval will be within 12 months before or after
the date the Plan is adopted by the Board.


 


12.          Choice
of Law.


 


The law of the State of Delaware
will govern all questions concerning the construction, validity and interpretation of the Plan, without regard to that state’s conflict
of laws rules.


 


13.          Definitions.


 


As used in the Plan, the
following definitions will apply to the capitalized terms indicated below:


 


(a)            “A&R
Effective Date” means the date that the amended and restated Plan is adopted by the Board.


 


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


 


(c)            “Award”
means any right to receive Common Stock, cash or other property granted under the Plan (including an Incentive Stock Option, a Nonstatutory
Stock Option, a Restricted Stock Award, a Restricted Stock Unit Award, a SAR, a Performance Award or any Other Award).


 


(d)            “Award
Agreement” means a written or electronic agreement between the Company and a Participant evidencing the terms and conditions
of an Award.


 


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


 


(f)            “Capital
Stock” means each and every class of common stock of the Company, regardless of the number of votes per share.


 


(g)           “Capitalization
Adjustment” means any change that is made in, or other events that occur with respect to, the Common Stock subject to the
Plan or subject to any Award after the Adoption Date without the receipt of consideration by the Company through merger, consolidation,
reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, large nonrecurring cash dividend,
stock split, reverse stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate structure or any
similar equity restructuring transaction, as that term is used in Statement of Financial Accounting Standards Board Accounting Standards
Codification Topic 718 (or any successor thereto). Notwithstanding the foregoing, the conversion of any convertible securities of the
Company will not be treated as a Capitalization Adjustment.


 






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(h)           “Cause”
will have the meaning ascribed to such term in any written agreement between the Participant and the Company defining such term and, in
the absence of such agreement, such term means, with respect to a Participant, the occurrence of any of the following events: (i) such
Participant’s conviction of any felony or any crime involving fraud; (ii) such Participant’s participation (whether by
affirmative act or omission) in a fraud or felonious act against the Company and/or its Affiliates; (iii) conduct by such Participant
which, based upon a good faith and reasonable factual investigation by the Company (or, if such Participant is an Officer, by the Board),
demonstrates such Participant’s unfitness to serve; (iv) such Participant’s violation of any statutory or fiduciary duty,
or duty of loyalty owed to the Company and/or its Affiliates and which has a material adverse effect on the Company and/or its Affiliates;
(v) such Participant’s violation of state or federal law in connection with such Participant’s performance of such Participant’s
job which has a material adverse effect on the Company and/or its Affiliates; (vi) breach of any material term of any contract between
such Participant and the Company and/or its Affiliates; and (vii) such Participant’s violation of any material Company policy.
Notwithstanding the foregoing, such Participant’s death or Disability shall not constitute Cause as set forth herein. The determination
that a termination of the Participant’s Continuous Service is either for Cause or without Cause will be made by the Board or Committee,
as applicable, in its sole and exclusive judgment and discretion. Any determination by the Company that the Continuous Service of a Participant
was terminated with or without Cause for the purposes of outstanding Awards held by such Participant will have no effect upon any determination
of the rights or obligations of the Company or such Participant for any other purpose.


 


(i)            “Change
in Control” means the occurrence, in a single transaction or in a series of related transactions, of any one or more of
the following events:


 


(i)            any
Exchange Act Person becomes the Owner, directly or indirectly, of securities of the Company representing more than 50% of the combined
voting power of the Company’s then outstanding securities other than by virtue of a merger, consolidation or similar transaction.
Notwithstanding the foregoing, a Change in Control will not be deemed to occur (A) on account of the acquisition of securities of
the Company directly from the Company, (B) on account of the acquisition of securities of the Company by an investor, any affiliate
thereof or any other Exchange Act Person that acquires the Company’s securities in a transaction or series of related transactions
the primary purpose of which is to obtain financing for the Company through the issuance of equity securities, (C) on account of
the acquisition of securities of the Company by any individual who is, on the IPO Date, either an executive officer or a Director (either,
an “IPO Investor”) and/or any entity in which an IPO Investor has a direct or indirect interest (whether in
the form of voting rights or participation in profits or capital contributions) of more than 50% (collectively, the “IPO
Entities” ) or on account of the IPO Entities continuing to hold shares that come to represent more than 50% of the combined
voting power of the Company’s then outstanding securities as a result of the conversion of any class of the Company’s securities
into another class of the Company’s securities having a different number of votes per share pursuant to the conversion provisions
set forth in the Company’s Amended and Restated Certificate of Incorporation; or (D) solely because the level of Ownership
held by any Exchange Act Person (the “Subject Person”) exceeds the designated percentage threshold of the outstanding
voting securities as a result of a repurchase or other acquisition of voting securities by the Company reducing the number of shares
outstanding, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acquisition
of voting securities by the Company, and after such share acquisition, the Subject Person becomes the Owner of any additional voting
securities that, assuming the repurchase or other acquisition had not occurred, increases the percentage of the then outstanding voting
securities Owned by the Subject Person over the designated percentage threshold, then a Change in Control will be deemed to occur;


 


(ii)           there
is consummated a merger, consolidation or similar transaction involving (directly or indirectly) the Company and, immediately after the
consummation of such merger, consolidation or similar transaction, the stockholders of the Company immediately prior thereto do not Own,
directly or indirectly, either (A) outstanding voting securities representing more than 50% of the combined outstanding voting power
of the surviving Entity in such merger, consolidation or similar transaction or (B) more than 50% of the combined outstanding voting
power of the parent of the surviving Entity in such merger, consolidation or similar transaction, in each case in substantially the same
proportions as their Ownership of the outstanding voting securities of the Company immediately prior to such transaction; provided,
however, that a merger, consolidation or similar transaction will not constitute a Change in Control under this prong of the definition
if the outstanding voting securities representing more than 50% of the combined voting power of the surviving Entity or its parent are
owned by the IPO Entities;


 






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(iii)          there
is consummated a sale, lease, exclusive license or other disposition of all or substantially all of the consolidated assets of the Company
and its Subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the consolidated assets of
the Company and its Subsidiaries to an Entity, more than fifty percent (50%) of the combined voting power of the voting securities of
which are Owned by stockholders of the Company in substantially the same proportions as their Ownership of the outstanding voting securities
of the Company immediately prior to such sale, lease, license or other disposition; provided, however, that a sale, lease, exclusive
license or other disposition of all or substantially all of the consolidated assets of the Company and its Subsidiaries will not constitute
a Change in Control under this prong of the definition if the outstanding voting securities representing more than 50% of the combined
voting power of the acquiring Entity or its parent are owned by the IPO Entities; or


 


(iv)          individuals
who, on the A&R Effective Date, are members of the Board (the “Incumbent Board”) cease for any reason to
constitute at least a majority of the members of the Board; provided, however, that if the appointment or election (or nomination
for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still
in office, such new member will, for purposes of this Plan, be considered as a member of the Incumbent Board.


 


Notwithstanding the foregoing
definition or any other provision of this Plan, the term Change in Control will not include a sale of assets, merger or other transaction
effected exclusively for the purpose of changing the domicile of the Company and the definition of Change in Control (or any analogous
term) in an individual written agreement between the Company or any Affiliate and the Participant will supersede the foregoing definition
with respect to Awards subject to such agreement; provided, however, that if no definition of Change in Control or any analogous
term is set forth in such an individual written agreement, the foregoing definition will apply.


 


(j)            “Code”
means the Internal Revenue Code of 1986, as amended, including any applicable regulations and guidance thereunder.


 


(k)           “Committee”
means a committee of one or more Directors to whom authority has been delegated by the Board in accordance with Section 2(c).


 


(l)            “Common
Stock” means, as of the IPO Date, the common stock of the Company, having 1 vote per share.


 


(m)          “Company”
means GlycoMimetics, Inc., a Delaware corporation.


 


(n)            “Consultant”
means any person, including an advisor, who is (i) engaged by the Company or an Affiliate to render consulting or advisory services
and is compensated for such services, or (ii) serving as a member of the board of directors of an Affiliate and is compensated for
such services. However, service solely as a Director, or payment of a fee for such service, will not cause a Director to be considered
a “Consultant” for purposes of the Plan. Notwithstanding the foregoing, a person is treated as a Consultant
under this Plan only if a Form S-8 Registration Statement under the Securities Act is available to register either the offer or the
sale of the Company’s securities to such person.


 


(o)            “Continuous
Service” means that the Participant’s service with the Company or an Affiliate, whether as an Employee, Director
or Consultant, is not interrupted or terminated. A change in the capacity in which the Participant renders service to the Company or
an Affiliate as an Employee, Consultant or Director or a change in the entity for which the Participant renders such service, provided
that there is no interruption or termination of the Participant’s service with the Company or an Affiliate, will not terminate
a Participant’s Continuous Service ; provided, however, that if the Entity for which a Participant is rendering services
ceases to qualify as an Affiliate, as determined by the Board, in its sole discretion, such Participant’s Continuous Service will
be considered to have terminated on the date such Entity ceases to qualify as an Affiliate. To the extent permitted by law, the Board
or the chief executive officer of the Company, in that party’s sole discretion, may determine whether Continuous Service will be
considered interrupted in the case of (i) any leave of absence approved by the Board or chief executive officer, including sick
leave, military leave or any other personal leave, or (ii) transfers between the Company, an Affiliate, or their successors. Notwithstanding
the foregoing, a leave of absence will be treated as Continuous Service for purposes of vesting in an Award only to such extent as may
be provided in the Company’s leave of absence policy, in the written terms of any leave of absence agreement or policy applicable
to the Participant, or as otherwise required by law.


 






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(p)            “Corporate
Transaction” means the consummation, in a single transaction or in a series of related transactions, of any one or more
of the following events:


 


(i)             a
sale or other disposition of all or substantially all, as determined by the Board, in its sole discretion, of the consolidated assets
of the Company and its Subsidiaries;


 


(ii)           a
sale or other disposition of at least 90% of the outstanding securities of the Company;


 


(iii)          a
merger, consolidation or similar transaction following which the Company is not the surviving corporation; or


 


(iv)          a
merger, consolidation or similar transaction following which the Company is the surviving corporation but the shares of Common Stock outstanding
immediately preceding the merger, consolidation or similar transaction are converted or exchanged by virtue of the merger, consolidation
or similar transaction into other property, whether in the form of securities, cash or otherwise.


 


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


 


(r)            “Disability”
means, with respect to a Participant, the inability of such Participant to engage in any substantial gainful activity by reason of any
medically determinable physical or mental impairment that can be expected to result in death or that has lasted or can be expected to
last for a continuous period of not less than 12 months, as provided in Sections 22(e)(3) and 409A(a)(2)(c)(i) of the Code,
and will be determined by the Board on the basis of such medical evidence as the Board deems warranted under the circumstances.


 


(s)            “Employee”
means any person employed by the Company or an Affiliate. However, service solely as a Director, or payment of a fee for such services,
will not cause a Director to be considered an “Employee” for purposes of the Plan.


 


(t)            “Entity”
means a corporation, partnership, limited liability company or other entity.


 


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


 


(v)            “Exchange
Act Person” means any natural person, Entity or “group” (within the meaning of Section 13(d) or 14(d) of
the Exchange Act), except that “Exchange Act Person” will not include (i) the Company or any Subsidiary of the Company,
(ii) any employee benefit plan of the Company or any Subsidiary of the Company or any trustee or other fiduciary holding securities
under an employee benefit plan of the Company or any Subsidiary of the Company, (iii) an underwriter temporarily holding securities
pursuant to a registered public offering of such securities, (iv) an Entity Owned, directly or indirectly, by the stockholders of
the Company in substantially the same proportions as their Ownership of stock of the Company; or (v) any natural person, Entity
or “group” (within the meaning of Section 13(d) or 14(d) of the Exchange Act) that, as of the A&R Effective
Date, is the Owner, directly or indirectly, of securities of the Company representing more than 50% of the combined voting power of the
Company’s then outstanding securities.


 


(w)           “Fair
Market Value” means, as of any date, the value of the Common Stock determined as follows:


 


(i)            If
the Common Stock is listed on any established stock exchange or traded on any established market, the Fair Market Value of a share of
Common Stock will be, unless otherwise determined by the Board, the closing sales price for such stock as quoted on such exchange or
market (or the exchange or market with the greatest volume of trading in the Common Stock) on the date of determination, as reported
in a source the Board deems reliable.


 


(ii)           Unless
otherwise provided by the Board, if there is no closing sales price for the Common Stock on the date of determination, then the Fair
Market Value will be the closing selling price on the last preceding date for which such quotation exists.


 






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(iii)          In
the absence of such markets for the Common Stock, the Fair Market Value will be determined by the Board in good faith and in a manner
that complies with Sections 409A and 422 of the Code.


 


(x)            “Incentive
Stock Option” means an option granted pursuant to Section 5 of the Plan that is intended to be, and qualifies as, an
 “incentive stock option” within the meaning of Section 422 of the Code.


 


(y)            “IPO
Date” means the date of the underwriting agreement between the Company and the underwriter(s) managing the initial
public offering of the Common Stock, pursuant to which the Common Stock is priced for the initial public offering.


 


(z)            “Non-Employee
Director” means a Director who either (i) is not a current employee or officer of the Company or an Affiliate, does
not receive compensation, either directly or indirectly, from the Company or an Affiliate for services rendered as a consultant or in
any capacity other than as a Director (except for an amount as to which disclosure would not be required under Item 404(a) of Regulation
S-K promulgated pursuant to the Securities Act (“Regulation S-K”)), does not possess an interest in any other
transaction for which disclosure would be required under Item 404(a) of Regulation S-K, and is not engaged in a business relationship
for which disclosure would be required pursuant to Item 404(b) of Regulation SK; or (ii) is otherwise considered a “nonemployee
director” for purposes of Rule 16b¬3.


 


(aa)          “Nonstatutory
Stock Option” means any option granted pursuant to Section 5 of the Plan that does not qualify as an Incentive Stock
Option.


 


(bb)          “Officer”
means a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act.


 


(cc)          “Option”
means an Incentive Stock Option or a Nonstatutory Stock Option to purchase shares of Common Stock granted pursuant to the Plan.


 


(dd)          “Option
Agreement” means a written agreement between the Company and an Optionholder evidencing the terms and conditions of an Option
grant. Each Option Agreement will be subject to the terms and conditions of the Plan.


 


(ee)          “Optionholder”
means a person to whom an Option is granted pursuant to the Plan or, if applicable, such other person who holds an outstanding Option.


 


(ff)           “Original
Effective Date” means September 19, 2013.


 


(gg)         “Other
Award” means an award valued in whole or in part by reference to, or otherwise based on, Common Stock, including the appreciation
in value thereof (e.g., options or stock rights with an exercise price or strike price less than 100% of the Fair Market Value at the
time of grant) that is not an Incentive Stock Option, Nonstatutory Stock Option, SAR, Restricted Stock Award, Restricted Stock Unit Award
or Performance Award.


 


(hh)         “Other
Award Agreement” means a written agreement between the Company and a holder of an Other Award evidencing the terms and conditions
of an Other Award grant. Each Other Award Agreement will be subject to the terms and conditions of the Plan.


 


(ii)           “Own,”
 “Owned,” “Owner,” “Ownership” means a person or Entity will
be deemed to “Own,” to have “Owned,” to be the “Owner” of, or to have acquired “Ownership”
of securities if such person or Entity, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise,
has or shares voting power, which includes the power to vote or to direct the voting, with respect to such securities.


 


(jj)           “Participant”
means a person to whom an Award is granted pursuant to the Plan or, if applicable, such other person who holds an outstanding Award.


 






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(kk)        “Performance
Award” means an Award that may vest or may be exercised or a cash award that may vest or become earned and paid contingent
upon the attainment during a Performance Period of certain Performance Goals and which is granted under the terms and conditions of Section 6(c) pursuant
to such terms as are approved by the Board. In addition, to the extent permitted by Applicable Law and set forth in the applicable Award
Agreement, the Board may determine that cash or other property may be used in payment of Performance Awards. Performance Awards that are
settled in cash or other property are not required to be valued in whole or in part by reference to, or otherwise based on, the Common
Stock.


 


(ll)           “Performance
Criteria” means one or more criteria that the Board will select for purposes of establishing the Performance Goals for a
Performance Period. The Performance Criteria that will be used to establish such Performance Goals may be based on any one of, or combination
of, the following as determined by the Board: earnings (including earnings per share and net earnings); earnings before interest, taxes
and depreciation; earnings before interest, taxes, depreciation and amortization; total stockholder return; return on equity or average
stockholder’s equity; return on assets, investment, or capital employed; stock price; margin (including gross margin); income (before
or after taxes); operating income; operating income after taxes; pre-tax profit; operating cash flow; sales or revenue targets; increases
in revenue or product revenue; expenses and cost reduction goals; improvement in or attainment of working capital levels; economic value
added (or an equivalent metric); market share; cash flow; cash flow per share; share price performance; debt reduction; customer satisfaction;
stockholders’ equity; capital expenditures; debt levels; operating profit or net operating profit; workforce diversity; growth of
net income or operating income; billings; financing; regulatory milestones; stockholder liquidity; corporate governance and compliance;
intellectual property; personnel matters; progress of internal research; progress of partnered programs; partner satisfaction; budget
management; partner or collaborator achievements; internal controls, including those related to the Sarbanes-Oxley Act of 2002; investor
relations, analysts and communication; implementation or completion of projects or processes; employee retention; number of users, including
unique users; strategic partnership or transactions (including in-licensing and out-licensing of intellectual property); establishing
relationships with respect to the marketing distribution and sale of the Company’s products; supply chain achievements; co-development,
co-marketing, profit sharing, joint venture or other similar arrangements; individual performance goals; corporate development and planning
goals; and other measures of performance selected by the Board or Committee whether or not listed herein.


 


(mm)       “Performance
Goals” means, for a Performance Period, one or more goals established by the Board for the Performance Period based upon
the Performance Criteria. Performance Goals may be based on a Company-wide basis, with respect to one or more business units, divisions,
Affiliates, or business segments, and in either absolute terms or relative to the performance of one or more comparable companies or the
performance of one or more relevant indices. Unless specified otherwise by the Board (i) in the Award Agreement at the time the Award
is granted or (ii) in such other document setting forth the Performance Goals at the time the Performance Goals are established,
the Board will appropriately make adjustments in the method of calculating the attainment of Performance Goals for a Performance Period
as follows: (1) to exclude restructuring and/or other nonrecurring charges; (2) to exclude exchange rate effects; (3) to
exclude the effects of changes to generally accepted accounting principles; (4) to exclude the effects of any statutory adjustments
to corporate tax rates; (5) to exclude the effects of items that are “unusual” in nature or occur “infrequently”
as determined under generally accepted accounting principles; (6) to exclude the dilutive effects of acquisitions or joint ventures;
(7) to assume that any business divested by the Company achieved performance objectives at targeted levels during the balance of
a Performance Period following such divestiture; (8) to exclude the effect of any change in the outstanding shares of Common Stock
of the Company by reason of any stock dividend or split, stock repurchase, reorganization, recapitalization, merger, consolidation, spin-off,
combination or exchange of shares or other similar corporate change, or any distributions to common stockholders other than regular cash
dividends; (9) to exclude the effects of stock based compensation and the award of bonuses under the Company’s bonus plans;
(10) to exclude costs incurred in connection with potential acquisitions or divestitures that are required to be expensed under generally
accepted accounting principles; and (11) to exclude the goodwill and intangible asset impairment charges that are required to be recorded
under generally accepted accounting principles. In addition, the Board may establish or provide for other adjustment items in the Award
Agreement at the time the Award is granted or in such other document setting forth the Performance Goals at the time the Performance Goals
are established. In addition, the Board retains the discretion to reduce or eliminate the compensation or economic benefit due upon attainment
of Performance Goals and to define the manner of calculating the Performance Criteria it selects to use for such Performance Period. Partial
achievement of the specified criteria may result in the payment or vesting corresponding to the degree of achievement as specified in
the Award Agreement or the written terms of a Performance Award.


 






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(nn)         “Performance
Period” means the period of time selected by the Board over which the attainment of one or more Performance Goals will be
measured for the purpose of determining a Participant’s right to vesting or exercise of an Award. Performance Periods may be of
varying and overlapping duration, at the sole discretion of the Board.


 


(oo)          “Plan”
means this GlycoMimetics, Inc. Amended and Restated 2013 Equity Incentive Plan, as amended from time to time.


 


(pp)          “Restricted
Stock Award” means an award of shares of Common Stock which is granted pursuant to the terms and conditions of Section 6(a).


 


(qq)          “Restricted
Stock Award Agreement” means a written agreement between the Company and a holder of a Restricted Stock Award evidencing
the terms and conditions of a Restricted Stock Award grant. Each Restricted Stock Award Agreement will be subject to the terms and conditions
of the Plan.


 


(rr)          “Restricted
Stock Unit Award” means a right to receive shares of Common Stock which is granted pursuant to the terms and conditions
of Section 6(b).


 


(ss)          “Restricted
Stock Unit Award Agreement” means a written agreement between the Company and a holder of a Restricted Stock Unit Award
evidencing the terms and conditions of a Restricted Stock Unit Award grant. Each Restricted Stock Unit Award Agreement will be subject
to the terms and conditions of the Plan.


 


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


 


(uu)         “Securities
Act” means the Securities Act of 1933, as amended.


 


(vv)          “Stock
Appreciation Right” or “SAR” means a right to receive the appreciation on Common Stock that is
granted pursuant to the terms and conditions of Section 5.


 


(ww)        “Stock
Appreciation Right Agreement” means a written agreement between the Company and a holder of a Stock Appreciation Right evidencing
the terms and conditions of a Stock Appreciation Right grant. Each Stock Appreciation Right Agreement will be subject to the terms and
conditions of the Plan.


 


(xx)          “Subsidiary”
means, with respect to the Company, (i) any corporation of which more than 50% of the outstanding capital stock having ordinary voting
power to elect a majority of the board of directors of such corporation (irrespective of whether, at the time, stock of any other class
or classes of such corporation will have or might have voting power by reason of the happening of any contingency) is at the time, directly
or indirectly, Owned by the Company, and (ii) any partnership, limited liability company or other entity in which the Company has
a direct or indirect interest (whether in the form of voting or participation in profits or capital contribution) of more than 50%.


 


(yy)          “Ten
Percent Stockholder” means a person who Owns (or is deemed to Own pursuant to Section 424(d) of the Code) stock
possessing more than ten percent of the total combined voting power of all classes of stock of the Company or any Affiliate.


 






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