2012 Equity Incentive Inducement Award Plan



 Exhibit 10.1 
 DENDREON CORPORATION 
 2012 EQUITY INCENTIVE INDUCEMENT AWARD PLAN

 1. Purpose. The purpose of the 2012 Equity Incentive Inducement Award Plan is to attract and retain employees of
Dendreon Corporation, a Delaware corporation, and its Subsidiaries and to provide to such persons incentives and rewards for superior performance. 
 2. Definitions. As used in this Plan, 
 (a) “Appreciation Right”
means a right granted pursuant to Section 5 of this Plan. 
 (b) “Base Price” means the price to be used as the
basis for determining the Spread upon the exercise of an Appreciation Right. 
 (c) “Board” means the Board of
Directors of the Company and, to the extent of any delegation by the Board to its Compensation Committee pursuant to Section 10 of this Plan, such Compensation Committee. 
 (d) “Code” means the Internal Revenue Code of 1986, as amended from time to time. 
 (e) “Common Shares” means the shares of common stock, par value $0.001 per share, of the Company or any security into which such Common Shares may be changed by reason of any transaction or
event of the type referred to in Section 9 of this Plan. 
 (f) “Company” means Dendreon Corporation, a Delaware
corporation. 
 (g) “Date of Grant” means the date specified by the Board on which a grant of Option Rights,
Appreciation Rights, Restricted Stock Units or a grant or sale of Restricted Stock will become effective (which date will not be earlier than the date on which the Board takes action with respect thereto). 

(h) “Evidence of Award” means an agreement, certificate, resolution or other type or form of writing or other evidence approved
by the Board that sets forth the terms and conditions of the awards granted. An Evidence of Award may be in an electronic medium and may be limited to notation on the books and records of the Company. 

(i) “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, as such
law, rules and regulations may be amended from time to time. 
 (j) “Market Value per Share” means as of any
particular date the closing sale price of the Common Shares as reported on The NASDAQ Stock Market LLC or, if not listed on such exchange, on any other national securities exchange on which the Common Shares are listed. If the Common Shares are not
traded as of any given date, the Market Value per Share means the closing price for the Common Shares on the principal exchange on which the Common Shares are 







 
traded for the immediately preceding date on which the Common Shares were traded. If there is no regular public trading market for the Common Shares, the Market Value per Share of the Common
Shares shall be the fair market value of the Common Shares as determined in good faith by the Board. The Board is authorized to adopt another fair market value pricing method, provided such method is stated in the Evidence of Award, and is in
compliance with the fair market value pricing rules set forth in Section 409A of the Code. 
 (k) “Optionee”
means the optionee named in an Evidence of Award evidencing an outstanding Option Right. 
 (l) “Option Price” means
the purchase price payable on exercise of an Option Right. 
 (m) “Option Right” means the right to purchase Common
Shares upon exercise of an option granted pursuant to Section 4 of this Plan. 
 (n) “Participant” means a person
who is selected by the Board to receive benefits under this Plan and who is at the time an officer or other key employee of the Company or any one or more of its Subsidiaries, or who has agreed to commence serving such capacity within 90 days
of the Date of Grant. 
 (o) “Plan” means this Dendreon Corporation 2012 Equity Incentive Inducement Award Plan.

 (p) “Restricted Stock” means Common Shares granted or sold pursuant to Section 6 of this Plan as to which
neither the substantial risk of forfeiture nor the prohibition on transfers has expired. 
 (q) “Restriction Period”
means the period of time during which Restricted Stock Units are subject to restrictions, as provided in Section 7 of this Plan. 
 (r) “Restricted Stock Unit” means an award made pursuant to Section 7 of this Plan of the right to receive Common Shares or cash at the end of a specified period. 

(s) “Spread” means the excess of the Market Value per Share on the date when an Appreciation Right is exercised, or on the date
when Option Rights are surrendered in payment of the Option Price of other Option Rights, over the Option Price or Base Price provided for in the related Option Right or Appreciation Right, respectively. 

(t) “Subsidiary” means a corporation, company or other entity (i) more than 50 percent of whose outstanding shares or
securities (representing the right to vote for the election of directors or other managing authority) are, or (ii) which does not have outstanding shares or securities (as may be the case in a partnership, joint venture or unincorporated
association), but more than 50 percent of whose ownership interest representing the right generally to make decisions for such other entity is, now or hereafter, owned or controlled, directly or indirectly, by the Company. 

  
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 3. Shares Available Under the Plan. 

(a) Maximum Shares Available Under Plan. 
 (i) Subject to adjustment as provided in Section 9 of this Plan, the number of Common Shares that may be issued or transferred (A) upon the exercise of Option Rights or Appreciation Rights, (B) in payment
of Restricted Stock and released from substantial risks of forfeiture thereof, or (C) in payment of Restricted Stock Units, will not exceed in the aggregate 3,000,000 Common Shares. Such shares may be shares of original issuance or treasury shares
or a combination of the foregoing. 
 (ii) Common Shares covered by an award granted under the Plan shall not be counted as
used unless and until they are actually issued and delivered to a Participant and, therefore, the total number of shares available under the Plan as of a given date shall not be reduced by any shares relating to prior awards that have expired or
have been forfeited or cancelled, and upon payment in cash of the benefit provided by any award granted under the Plan, any Common Shares that were covered by that award will be available for issue or transfer hereunder. 

(iii) Notwithstanding anything to the contrary contained herein: (A) if Common Shares are tendered or otherwise used in payment of
the Option Price of an Option Right, the total number of shares covered by the Option Right being exercised shall reduce the aggregate plan limit described above; (B) Common Shares withheld by the Company to satisfy the tax withholding
obligation shall count against the aggregate plan limit described above; and (C) the number of Common Shares covered by an Appreciation Right, to the extent that it is exercised and settled in Common Shares, and whether or not shares are
actually issued to the Participant upon exercise of the Appreciation Right, shall be considered issued or transferred pursuant to the Plan. In the event that the Company repurchases shares with Option Right proceeds, those shares will not be added
to the aggregate plan limit described above. 
 4. Option Rights. The Board may, from time to time and upon such terms
and conditions as it may determine, authorize the granting to Participants of options to purchase Common Shares. Each such grant may utilize any or all of the authorizations, and will be subject to all of the requirements contained in the following
provisions: 
 (a) Each grant will specify the number of Common Shares to which it pertains subject to the limitations set forth
in Section 3 of this Plan. 
 (b) Each grant will specify an Option Price per share, which may not be less than the Market
Value per Share on the Date of Grant. 
 (c) Each grant will specify whether the Option Price will be payable (i) in cash
or by check acceptable to the Company or by wire transfer of immediately available funds, (ii) by the actual or constructive transfer to the Company of Common Shares owned by the Optionee (or other consideration authorized pursuant to
Section 4(d)) having a value at the time of exercise equal to the total Option Price, (iii) by a combination of such methods of payment, or (iv) by such other methods as may be approved by the Board; provided, however,
the Board reserves the discretion at or after 

  
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the Date of Grant to provide for the right to tender in satisfaction of the Option Price nonforfeitable, unrestricted Common Shares, which are already owned by the Optionee and have a value at
the time of exercise that is equal to the Option Price. Notwithstanding the foregoing, in the event the Optionee is subject to Section 16 of the Exchange Act, any Common Shares transferred to the Company in payment of the Option Price must have
been owned by the Optionee for at least six months. 
 (d) To the extent permitted by law, any grant may provide for deferred
payment of the Option Price from the proceeds of sale through a bank or broker on a date satisfactory to the Company of some or all of the shares to which such exercise relates. 

(e) Successive grants may be made to the same Participant whether or not any Option Rights previously granted to such Participant remain
unexercised. 
 (f) Each grant will specify the period or periods of continuous employment by the Optionee with the Company or
any Subsidiary that is necessary before the Option Rights or installments thereof will become exercisable. A grant of Option Rights may provide for the earlier exercise of such Option Rights in the event of the retirement, death or disability of a
Participant, or a change of control, as may be defined in an Evidence of Award. 
 (g) Option Rights granted under this Plan are
non-statutory stock options for U.S. tax purposes. 
 (h) No Option Right will be exercisable more than 10 years from the
Date of Grant. 
 (i) Each grant of Option Rights will be evidenced by an Evidence of Award. Each Evidence of Award shall be
subject to the Plan and shall contain such terms and provisions as the Board may approve. 
 5. Appreciation Rights.

 (a) The Board may, from time to time and upon such terms and conditions as it may determine, authorize the granting of
Appreciation Rights, which will be the right of the Participant to receive from the Company an amount determined by the Board, which will be expressed as a percentage of the Spread (not exceeding 100 percent) at the time of exercise.

 (b) Each grant of Appreciation Rights may utilize any or all of the authorizations, and will be subject to all of the
requirements, contained in the following provisions: 
 (i) Any grant may specify that the amount payable on exercise of an
Appreciation Right may be paid by the Company in cash, in Common Shares or in any combination thereof and may either grant to the Participant or retain in the Board the right to elect among those alternatives. 

(ii) Any grant may specify that the amount payable on exercise of an Appreciation Right may not exceed a maximum specified by the Board
at the Date of Grant. 

  
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 (iii) Any grant may specify waiting periods before exercise and permissible exercise dates
or periods. 
 (iv) Any grant may specify that such Appreciation Right may be exercised only in the event of, or earlier in the
event of, the retirement, death or disability of a Participant, or a change of control, as may be defined in an Evidence of Award. 
 (v) Each grant will specify a Base Price, which will be equal to or greater than the Market Value per Share on the Date of Grant. 
 (vi) Each grant of Appreciation Rights will be evidenced by an Evidence of Award, which Evidence of Award will describe such Appreciation Rights, and contain such other terms and provisions, consistent
with this Plan, as the Board may approve. 
 (vii) No Appreciation Right granted under this Plan may be exercised more than
10 years from the Date of Grant. 
 6. Restricted Stock. The Board may, from time to time and upon such terms and
conditions as it may determine, also authorize the grant or sale of Restricted Stock to Participants. Each such grant or sale may utilize any or all of the authorizations, and will be subject to all of the requirements, contained in the following
provisions: 
 (a) Each such grant or sale will constitute an immediate transfer of the ownership of Common Shares to the
Participant in consideration of the performance of employment services, entitling such Participant to voting, dividend and other ownership rights, but subject to the substantial risk of forfeiture and restrictions on transfer hereinafter referred
to. 
 (b) Each such grant or sale may be made without additional consideration or in consideration of a payment by such
Participant that is less than the Market Value per Share at the Date of Grant. 
 (c) Each such grant or sale will provide that
the Restricted Stock covered by such grant or sale that vests upon the passage of time will be subject to a “substantial risk of forfeiture” within the meaning of Section 83 of the Code for a period to be determined by the Board at
the Date of Grant. 
 (d) Each such grant or sale will provide that during or after the period for which such substantial risk
of forfeiture is to continue, the transferability of the Restricted Stock will be prohibited or restricted in the manner and to the extent prescribed by the Board at the Date of Grant (which restrictions may include, without limitation, a continuing
substantial risk of forfeiture in the hands of any transferee). 
 (e) Notwithstanding anything to the contrary contained in
this Plan, any grant or sale of Restricted Stock may provide for the earlier termination of restrictions on such Restricted Stock in the event of the retirement, death or disability of a Participant, or a change of control, as may be defined in an
Evidence of Award. 

  
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 (f) Any such grant or sale of Restricted Stock may require that any or all dividends or
other distributions paid thereon during the period of such restrictions be automatically deferred and reinvested in additional shares of Restricted Stock, which may be subject to the same restrictions as the underlying award. 

(g) Each grant or sale of Restricted Stock will be evidenced by an Evidence of Award and will contain such terms and provisions,
consistent with this Plan, as the Board may approve. Unless otherwise directed by the Board, (i) all certificates representing shares of Restricted Stock will be held in custody by the Company until all restrictions thereon will have lapsed,
together with a stock power or powers executed by the Participant in whose name such certificates are registered, endorsed in blank and covering such Shares, or (ii) all shares of Restricted Stock will be held at the Company’s transfer
agent in book entry form with appropriate restrictions relating to the transfer of such shares of Restricted Stock. 
 7.
Restricted Stock Units. The Board may, from time to time and upon such terms and conditions as it may determine, also authorize the granting or sale of Restricted Stock Units to Participants. Each such grant or sale may utilize any or all of
the authorizations, and will be subject to all of the requirements contained in the following provisions: 
 (a) Each such grant
or sale will constitute the agreement by the Company to deliver Common Shares or cash to the Participant in the future in consideration of the performance of employment services, but subject to the fulfillment of such conditions during the
Restriction Period as the Board may specify. Each such grant or sale may be made without additional consideration or in consideration of a payment by such Participant that is less than the Market Value per Share at the Date of Grant. 

(b) Notwithstanding anything to the contrary contained in this Plan, any grant or sale of Restricted Stock Units may provide for the
earlier lapse or modification of the Restriction Period in the event of the retirement, death or disability of a Participant, or a change of control, as may be defined in an Evidence of Award. 

(c) During the Restriction Period, the Participant will have no right to transfer any rights under his or her award and will have no
rights of ownership in the Restricted Stock Units and will have no right to vote them. 
 (d) Each grant or sale of Restricted
Stock Units will specify the time and manner of payment of the Restricted Stock Units that have been earned. Each grant or sale will specify that the amount payable with respect thereto will be paid by the Company in Common Shares. 

(e) Each grant or sale of Restricted Stock Units will be evidenced by an Evidence of Award and will contain such terms and provisions,
consistent with this Plan, as the Board may approve. 
 8. Transferability. 

(a) Except as otherwise determined by the Board, no Option Right, Appreciation Right, Restricted Stock Unit granted under the Plan shall
be transferable by the Participant except by 

  
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will or the laws of descent and distribution, and in no event shall any such award granted under this Plan be transferred for value. Except as otherwise determined by the Board, Option Rights,
Appreciation Rights and Restricted Stock Units will be exercisable during the Participant’s lifetime only by him or her or, in the event of the Participant’s legal incapacity to do so, by his or her guardian or legal representative acting
on behalf of the Participant in a fiduciary capacity under state law and/or court supervision. 
 (b) The Board may specify at
the Date of Grant that part or all of the Common Shares that are (i) to be issued or transferred by the Company upon the exercise of Option Rights or Appreciation Rights, upon the termination of the Restriction Period applicable to Restricted
Stock or Restricted Stock Units, or (ii) no longer subject to the substantial risk of forfeiture and restrictions on transfer referred to in Section 6 of this Plan, will be subject to further restrictions on transfer. 

9. Adjustments. The Board shall make or provide for such adjustments in the numbers of Common Shares covered by outstanding Option
Rights, Appreciation Rights and Restricted Stock Units granted hereunder, and in the Option Price and Base Price provided in outstanding Appreciation Rights, and in the kind of shares covered thereby, as the Board, in its sole discretion, exercised
in good faith, may determine is equitably required to prevent dilution or enlargement of the rights of Participants or Optionees that otherwise would result from (a) any stock dividend, stock split, combination of shares, recapitalization or
other change in the capital structure of the Company, (b) any merger, consolidation, spin-off, split-off, spin-out, split-up, reorganization, partial or complete liquidation or other distribution of assets, or (c) any other corporate
transaction or event having an effect similar to any of the foregoing. Moreover, in the event of any such transaction or event or in the event of a change of control, the Board, in its discretion, may provide in substitution for any or all
outstanding awards under this Plan such alternative consideration (including cash), if any, as it, in good faith, may determine to be equitable in the circumstances and may require in connection therewith the surrender of all awards so replaced in a
manner that complies with Section 409A of the Code. In addition, for each Option Right or Appreciation Right with an Option Price or Base Price greater than the consideration offered in connection with any such termination or event or change of
control, the Board may in its sole discretion elect to cancel such Option Right or Appreciation Right without any payment to the person holding such Option Right or Appreciation Right. The Board shall also make or provide for such adjustments in the
numbers of shares specified in Section 3 of this Plan as the Board in its sole discretion, exercised in good faith, may determine is appropriate to reflect any transaction or event described in this Section 9. 

10. Administration of the Plan. 
 (a) This Plan will be administered by the independent members of the Board, which may from time to time delegate all or any part of its authority under this Plan to the Compensation Committee of the
Board, as constituted from time to time. To the extent of any such delegation, references in this Plan to the Board will be deemed to be references to such Compensation Committee. A majority of the Compensation Committee will constitute a quorum,
and the action of the members of the Compensation Committee present at any meeting at which a quorum is present, or acts unanimously approved in writing, will be the acts of the Compensation Committee. 

  
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 (b) The interpretation and construction by the Board of any provision of this Plan or of any
agreement, notification or document evidencing the grant of Option Rights, Appreciation Rights, Restricted Stock or Restricted Stock Units and any determination by the Board pursuant to any provision of this Plan or of any such agreement,
notification or document will be final and conclusive. No member of the Board will be liable for any such action or determination made in good faith. 
 11. Non U.S. Participants. In order to facilitate the making of any grant or combination of grants under this Plan, the Board may provide for such special terms for awards to Participants who are
foreign nationals or who are employed by the Company or any Subsidiary outside of the United States of America, as the Board may consider necessary or appropriate to accommodate differences in local law, tax policy or custom. Moreover, the Board may
approve such supplements to or amendments, restatements or alternative versions of this Plan (including without limitation, sub-plans) as it may consider necessary or appropriate for such purposes, without thereby affecting the terms of this Plan as
in effect for any other purpose, and the Secretary or other appropriate officer of the Company may certify any such document as having been approved and adopted in the same manner as this Plan. 

12. Withholding Taxes. To the extent that the Company is required to withhold federal, state, local or foreign taxes in connection
with any payment made or benefit realized by a Participant or other person under this Plan, and the amounts available to the Company for such withholding are insufficient, including amounts from any other sums or property due or to become due from
the Company to the Participant, it will be a condition to the receipt of such payment or the realization of such benefit that the Participant or such other person make arrangements satisfactory to the Company for payment of the balance of such taxes
required to be withheld, which arrangements (in the discretion of the Board) may include relinquishment of a portion of such benefit. If a Participant’s benefit is to be received in the form of Common Shares, and such Participant fails to make
arrangements for the payment of tax, the Company may withhold such Common Shares having a value equal to the amount required to be withheld. When a Participant who is subject to Section 16 of the Exchange Act is required to pay the Company an
amount required to be withheld under applicable income and employment tax laws, the Participant may elect to satisfy the obligation, in whole or in part, by electing to have withheld, from the shares required to be delivered to the Participant,
Common Shares having a value equal to the amount required to be withheld, or by delivering to the Company other Common Shares held by such Participant. The shares used for tax withholding will be valued at an amount equal to the Market Value per
Share of such Common Shares on the date the benefit is to be included in Participant’s income. In no event shall the Market Value per Share of the Common Shares to be withheld and delivered pursuant to this Section to satisfy applicable
withholding taxes in connection with the benefit exceed the minimum amount of taxes required to be withheld. Participants shall also make such arrangements as the Company may require for the payment of any withholding tax obligation that may arise
in connection with the disposition of Common Shares acquired upon the exercise of Option Rights. 
 13. Amendments, Etc.

 (a) The Board may at any time and from time to time amend the Plan in whole or in part subject to applicable laws and
regulatory requirements. 

  
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 (b) Except in connection with a corporate transaction or event described in Section 9
of this Plan, the terms of outstanding awards may not be amended to reduce the Option Price of outstanding Option Rights or the Base Price of outstanding Appreciation Rights, or cancel outstanding Option Rights or Appreciation Rights in exchange for
cash, other awards or Option Rights or Appreciation Rights with an Option Price or Base Price, as applicable, that is less than the Option Price of the original Option Rights or Base Price of the original Appreciation Rights, as applicable, without
stockholder approval. 
 (c) If permitted by Section 409A of the Code, in case of termination of employment by reason of
death, disability or normal or early retirement, or in the case of unforeseeable emergency or other special circumstances, of a Participant who holds an Option Right or Appreciation Right not immediately exercisable in full, or any shares of
Restricted Stock as to which the substantial risk of forfeiture or the prohibition or restriction on transfer has not lapsed, or any Restricted Stock Units as to which the Restriction Period has not been completed, or who holds Common Shares subject
to any transfer restriction imposed pursuant to Section 8(b) of this Plan, the Board may, in its sole discretion, accelerate the time at which such Option Right, Appreciation Right, Restricted Stock award or Restricted Stock Unit may be
exercised or the time at which such substantial risk of forfeiture or prohibition or restriction on transfer will lapse or the time when such Restriction Period will end or may waive any other limitation or requirement under any such award.

 (d) Subject to Section 13(b) hereof, the Board may amend the terms of any award theretofore granted under this Plan
prospectively or retroactively, but subject to Section 9 above, no such amendment shall impair the rights of any Participant without his or her consent. The Board may, in its discretion, terminate this Plan at any time. Termination of this Plan
will not affect the rights of Participants or their successors under any awards outstanding hereunder and not exercised in full on the date of termination. 
 (e) In the event of the termination or cessation of a Participant’s employment for any reason other than for cause, death or disability (as defined in the applicable Evidence of Award), the
Participant shall have ninety (90) days from the date of termination of employment to exercise any vested or nonforfeitable awards granted to him or her under this Plan. At the expiration of such ninety (90) day period, all awards granted
to the Participant under this Plan shall be terminated and shall be of no further force or effect. In the event of termination or cessation of a Participant’s employment for disability or for death during Participant’s continuous
employment with the Company or any Subsidiary or within ninety (90) days after termination of such continuous employment, the Participant shall have twelve (12) months from the date of termination of employment to exercise any vested or
nonforfeitable awards granted to him or her under this Plan. At the expiration of such twelve (12) month period, all awards granted to the Participant under this Plan shall be terminated and shall be of no further force or effect. In the event
of the termination of a Participant’s employment for cause, all awards granted to the Participant under this Plan shall be terminated immediately and shall be of no further force or effect. 

14. Compliance with Section 409A of the Code. 
 (a) To the extent applicable, it is intended that this Plan and any grants made hereunder comply with the provisions of Section 409A of the Code, so that the income inclusion


  
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provisions of Section 409A(a)(1) of the Code do not apply to the Participants. This Plan and any grants made hereunder shall be administered in a manner consistent with this intent. Any
reference in this Plan to Section 409A of the Code will also include any regulations or any other formal guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service. 

(b) Neither a Participant nor any of a Participant’s creditors or beneficiaries shall have the right to subject any deferred
compensation (within the meaning of Section 409A of the Code) payable under this Plan and grants hereunder to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under
Section 409A of the Code, any deferred compensation (within the meaning of Section 409A of the Code) payable to a Participant or for a Participant’s benefit under this Plan and grants hereunder may not be reduced by, or offset
against, any amount owing by a Participant to the Company or any of its affiliates. 
 (c) If, at the time of a
Participant’s separation from service (within the meaning of Section 409A of the Code), (i) the Participant shall be a specified employee (within the meaning of Section 409A of the Code and using the identification methodology
selected by the Company from time to time) and (ii) the Company shall make a good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of Section 409A of the Code) the payment of which
is required to be delayed pursuant to the six-month delay rule set forth in Section 409A of the Code in order to avoid taxes or penalties under Section 409A of the Code, then the Company shall not pay such amount on the otherwise scheduled
payment date but shall instead pay it, without interest, on the first business day of the seventh month after such six-month period. 
 (d) Notwithstanding any provision of this Plan and grants hereunder to the contrary, in light of the uncertainty with respect to the proper application of Section 409A of the Code, the Company
reserves the right to make amendments to this Plan and grants hereunder as the Company deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A of the Code. In any case, a Participant shall be solely
responsible and liable for the satisfaction of all taxes and penalties that may be imposed on a Participant or for a Participant’s account in connection with this Plan and grants hereunder (including any taxes and penalties under
Section 409A of the Code), and neither the Company nor any of its affiliates shall have any obligation to indemnify or otherwise hold a Participant harmless from any or all of such taxes or penalties. 

15. Governing Law. The Plan and all grants and awards and actions taken thereunder shall be governed by and construed in
accordance with the internal substantive laws of the State of Washington, without giving effect to conflict of law rules thereunder. 
 16. Effective Date/Termination. No grant will be made under this Plan more than 10 years after the date on which this Plan is first approved by the Board, but all grants made on or prior to
such date will continue in effect thereafter subject to the terms thereof and of this Plan. 

  
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 17. Miscellaneous. 

(a) The Company will not be required to issue any fractional Common Shares pursuant to this Plan. The Board may provide for the
elimination of fractions or for the settlement of fractions in cash. 
 (b) This Plan will not confer upon any Participant any
right with respect to continuance of employment with the Company or any Subsidiary, nor will it interfere in any way with any right the Company or any Subsidiary would otherwise have to terminate such Participant’s employment at any time.

 (c) No award under this Plan may be exercised by the holder thereof if such exercise, and the receipt of cash or stock
thereunder, would be, in the opinion of counsel selected by the Board, contrary to law or the regulations of any duly constituted authority having jurisdiction over this Plan. 
 (d) Absence or leave approved by a duly constituted officer of the Company or any of its Subsidiaries shall not be considered interruption or termination of employment of any employee for any purposes of
this Plan or awards granted hereunder, except that no awards may be granted to an employee while he or she is absent on leave. 

(e) No Participant shall have any rights as a stockholder with respect to any shares subject to awards granted to him or her under this
Plan prior to the date as of which he or she is actually recorded as the holder of such shares upon the stock records of the Company. 
 (f) The Board may condition the grant of any award or combination of awards authorized under this Plan on the surrender or deferral (in accordance with Internal Revenue Code Section 409A) by the
Participant of his or her right to receive a cash bonus or other compensation otherwise payable by the Company or a Subsidiary to the Participant. 
 (g) If any provision of the Plan is or becomes invalid, illegal or unenforceable in any jurisdiction, or would disqualify the Plan or any award under any law deemed applicable by the Board, such provision
shall be construed or deemed amended or limited in scope to conform to applicable laws or, in the discretion of the Board, it shall be stricken and the remainder of the Plan shall remain in full force and effect. 

  
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