Exhibit 10.1


 


BRAINSTORM CELL
THERAPEUTICS INC.


 


2014 STOCK INCENTIVE
PLAN


 


	1.	Purpose


 


The purpose of
this 2014 Stock Incentive Plan (the “Plan”) of Brainstorm Cell Therapeutics Inc., a Delaware corporation
(the “Company”), is to advance the interests of the Company’s stockholders by enhancing the Company’s
ability to attract, retain and motivate persons who are expected to make important contributions to the Company and by providing
such persons with equity ownership opportunities and performance-based incentives that are intended to better align the interests
of such persons with those of the Company’s stockholders. Except where the context otherwise requires, the term “Company”
shall include any of the Company’s present or future parent or subsidiary corporations as defined in Sections 424(e) or (f) of
the Internal Revenue Code of 1986, as amended, and any regulations thereunder (the “Code”) and any other
business venture (including, without limitation, joint venture or limited liability company) in which the Company has a controlling
interest, as determined by the Board of Directors of the Company (the “Board”).


 


	2.	Eligibility


 


All of the Company’s
employees, officers and directors, as well as consultants and advisors to the Company (as such terms are defined and interpreted
for purposes of Form S-8 under the Securities Act of 1933, as amended (the “Securities Act”), or any
successor form) are eligible to be granted Awards under the Plan. Each person who is granted an Award under the Plan is deemed
a “Participant.” “Award” means Options (as defined in Section 5) and Restricted
Stock (as defined in Section 6).


 


	3.	Administration and Delegation


 


(a) Administration
by Board of Directors. The Plan will be administered by the Board. The Board shall have authority to grant Awards and to adopt,
amend and repeal such administrative rules, guidelines and practices relating to the Plan as it shall deem advisable. The Board
may construe and interpret the terms of the Plan and any Award agreements entered into under the Plan. The Board may correct any
defect, supply any omission or reconcile any inconsistency in the Plan or any Award in the manner and to the extent it shall deem
expedient and it shall be the sole and final judge of such expediency. All decisions by the Board shall be made in the Board’s
sole discretion and shall be final and binding on all persons having or claiming any interest in the Plan or in any Award.


 


(b) Appointment
of Committees. To the extent permitted by applicable law, the Board may delegate any or all of its powers under the Plan to
one or more committees or subcommittees of the Board (a “Committee”). All references in the Plan to the
“Board” shall mean the Board or a Committee of the Board or the officers referred to in Section 3(c)
to the extent that the Board’s powers or authority under the Plan have been delegated to such Committee or officers.


 


(c) Delegation
to Officers. To the extent permitted by applicable law, the Board may delegate to one or more officers of the Company the power
to grant Options and other Awards that constitute rights under Delaware law (subject to any limitations under the Plan) to employees
or officers of the Company and to exercise such other powers under the Plan as the Board may determine, provided that
the Board shall fix the terms of such Awards to be granted by such officers (including the exercise price of such Awards, which
may include a formula by which the exercise price will be determined) and the maximum number of shares subject to such Awards that
the officers may grant; provided further, however, that no officer shall be authorized to grant such Awards to any
“executive officer” of the Company (as defined by Rule 3b-7 under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”)) or to any “officer” of the Company (as defined by Rule 16a-1 under the Exchange
Act). The Board may not delegate authority under this Section 3(c) to grant Restricted Stock, unless Delaware law then permits
such delegation.


 




    	 



    	 



    

 


(d) Awards
to Non-Employee Directors. Awards to non-employee directors may be granted and administered only by a Committee, all of the
members of which are independent directors as defined by Section 5605(a)(2) of the NASDAQ Marketplace Rules.


 


	4.	Stock Available for Awards


 


(a) Number
of Shares; Share Counting.


 


(1) Authorized
Number of Shares. Subject to adjustment under Section 7, Awards may be made under the Plan, any or all of which Awards
may be in the form of Incentive Stock Options (as defined in Section 5(b)) for up to 9,000,000 shares of common stock, $0.00005
par value per share, of the Company (the “Common Stock”). Shares issued under the Plan may consist in
whole or in part of authorized but unissued shares or treasury shares.


 


(2) Share
Counting. For purposes of counting the number of shares available for the grant of Awards under the Plan and under the sub-limits
contained in Section 4(b)(2):


 


(A) if any Award
(i) expires or is terminated, surrendered or canceled without having been fully exercised or is forfeited in whole or in part
(including as the result of shares of Common Stock subject to such Award being repurchased by the Company at the original issuance
price pursuant to a contractual repurchase right) or (ii) results in any Common Stock not being issued, the unused Common
Stock covered by such Award shall again be available for the grant of Awards; provided, however, that in the case of
Incentive Stock Options, the foregoing shall be subject to any limitations under the Code;


 


(B) shares of
Common Stock delivered (either by actual delivery, attestation, or net exercise) to the Company by a Participant to (i) purchase
shares of Common Stock upon the exercise of an Award or (ii) satisfy tax withholding obligations (including shares retained
from the Award creating the tax obligation) shall not be added back to the number of shares available for the future grant of Awards;


 


(C) shares of
Common Stock repurchased by the Company on the open market using the proceeds from the exercise of an Award shall not increase
the number of shares available for future grant of Awards; and


 


(D) the pool
of shares available for issuance under this Plan is the same pool of shares reserved and available for issuance under the Brainstorm
Cell Therapeutics Inc. 2014 Global Share Option Plan Global Plan (the “Global Plan”) and, accordingly,
shares issued pursuant to awards under either the Global Plan or this Plan shall reduce the number of shares available for future
issuance under each plan.


 


(b) Sub-limits.
Subject to adjustment under Section 7, the following sub-limits on the number of shares subject to Awards shall apply:


 


(1) Section 162(m)
Per-Participant Limit. The maximum number of shares of Common Stock with respect to which Awards may be granted to any Participant
under the Plan shall be 1,000,000 per calendar year. The per Participant limit described in this Section 4(b)(1) shall be
construed and applied consistently with Section 162(m) of the Code or any successor provision thereto, and the regulations
thereunder (“Section 162(m)”).


 




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(c) Substitute
Awards. In connection with a merger or consolidation of an entity with the Company or the acquisition by the Company of property
or stock of an entity, the Board may grant Awards in substitution for any options or other stock or stock-based awards granted
by such entity or an affiliate thereof. Substitute Awards may be granted on such terms as the Board deems appropriate in the circumstances,
notwithstanding any limitations on Awards contained in the Plan. Substitute Awards shall not count against the overall share limit
set forth in Section 4(a)(1) or any sub-limits contained in the Plan, except as may be required by reason of Section 422
and related provisions of the Code.


 


	5.	Stock Options


 


(a) General.
The Board may grant options to purchase Common Stock (each, an “Option”) and determine the number of
shares of Common Stock to be covered by each Option, the exercise price of each Option and the conditions and limitations applicable
to the exercise of each Option, including conditions relating to applicable federal or state securities laws, as it considers necessary
or advisable.


 


(b) Incentive
Stock Options. An Option that the Board intends to be an “incentive stock option” as defined in Section 422
of the Code (an “Incentive Stock Option”) shall only be granted to employees of Brainstorm Cell Therapeutics
Inc., any of Brainstorm Cell Therapeutics Inc.’s present or future parent or subsidiary corporations as defined in Sections
424(e) or (f) of the Code, and any other entities the employees of which are eligible to receive Incentive Stock Options under
the Code, and shall be subject to and shall be construed consistently with the requirements of Section 422 of the Code. An
Option that is not intended to be an Incentive Stock Option shall be designated a “Nonstatutory Stock Option.”
The Company shall have no liability to a Participant, or any other party, if an Option (or any part thereof) that is intended to
be an Incentive Stock Option is not an Incentive Stock Option or if the Company converts an Incentive Stock Option to a Nonstatutory
Stock Option.


 


(c) Exercise
Price. The Board shall establish the exercise price of each Option and specify the exercise price in the applicable Option
agreement. The exercise price shall be not less than 100% of the fair market value per share of Common Stock (110% in the case
of an Incentive Stock Option granted to a Ten Percent Owner) as determined by (or in a manner approved by) the Board (“Fair
Market Value”) on the date the Option is granted; provided that if the Board approves the grant
of an Option with an exercise price to be determined on a future date, the exercise price shall be not less than 100% of the Fair
Market Value on such future date (110% in the case of an Incentive Stock Option granted to a Ten Percent Owner). “Ten
Percent Owner” means an employee who owns or is deemed to own (by reason of the attribution rules of Section 424(d)
of the Code) more than 10 percent of the combined voting power of all classes of stock of the Company or any parent or subsidiary
corporation.


 


(d) Duration
of Options. Each Option shall be exercisable at such times and subject to such terms and conditions as the Board may specify
in the applicable Option agreement; provided, however, that no Option will be granted with a term in excess of 10 years
(5 years in the case of an Incentive Stock Option granted to a Ten Percent Owner).


 


(e) Exercise
of Options. Options may be exercised by delivery to the Company of a notice of exercise in a form (which may be electronic)
approved by the Company, together with payment in full (in the manner specified in Section 5(f)) of the exercise price for
the number of shares for which the Option is exercised. Shares of Common Stock subject to the Option will be delivered by the Company
as soon as practicable following exercise.


 


(f) Payment
Upon Exercise. Common Stock purchased upon the exercise of an Option granted under the Plan shall be paid for as follows:


 


(1) in cash,
by check or by wire transfer, payable to the order of the Company;


 




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(2) except as
may otherwise be provided in the applicable Option agreement or approved by the Board, in its sole discretion, by (i) delivery
of an irrevocable and unconditional undertaking by a creditworthy broker to deliver promptly to the Company sufficient funds to
pay the exercise price and any required tax withholding or (ii) delivery by the Participant to the Company of a copy of irrevocable
and unconditional instructions to a creditworthy broker to deliver promptly to the Company cash or a check sufficient to pay the
exercise price and any required tax withholding;


 


(3) to the extent
provided for in the applicable Option agreement or approved by the Board, in its sole discretion, by delivery (either by actual
delivery or attestation) of shares of Common Stock owned by the Participant valued at their Fair Market Value, provided (i) such
method of payment is then permitted under applicable law, (ii) such Common Stock, if acquired directly from the Company, was
owned by the Participant for such minimum period of time, if any, as may be established by the Board in its discretion and (iii) such
Common Stock is not subject to any repurchase, forfeiture, unfulfilled vesting or other similar requirements;


 


(4) to the extent
provided for in the applicable Nonstatutory Stock Option agreement or approved by the Board in its sole discretion, by delivery
of a notice of “net exercise” to the Company, as a result of which the Participant would receive (i) the number
of shares underlying the portion of the Option being exercised, less (ii) such number of shares as is equal to (A) the
aggregate exercise price for the portion of the Option being exercised divided by (B) the Fair Market Value on the date of
exercise;


 


(5) to the extent
permitted by applicable law and provided for in the applicable Option agreement or approved by the Board, in its sole discretion,
by payment of such other lawful consideration as the Board may determine; or


 


(6) by any combination
of the above permitted forms of payment.


 


(g) Limitation
on Repricing. Unless such action is approved by the Company’s stockholders, the Company may not (except as provided for
under Section 7): (1) amend any outstanding Option granted under the Plan to provide an exercise price per share that
is lower than the then-current exercise price per share of such outstanding Option, (2) cancel any outstanding option (whether
or not granted under the Plan) and grant in substitution therefor new Awards under the Plan (other than Awards granted pursuant
to Section 4(c)) covering the same or a different number of shares of Common Stock and having an exercise price per share
lower than the then-current exercise price per share of the cancelled option, (3) cancel in exchange for a cash payment any
outstanding Option with an exercise price per share above the then-current Fair Market Value, other than pursuant to Section 7,
or (4) take any other action under the Plan that constitutes a “repricing” within the meaning of the rules of
the NASDAQ Stock Market (“NASDAQ”).


 


(h) No
Reload Options. No Option granted under the Plan shall contain any provision entitling the Participant to the automatic grant
of additional Options in connection with any exercise of the original Option.


 


(i) No
Dividend Equivalents. No option shall provide for the payment or accrual of an amount equal to any dividends or other distributions
declared and paid on an equal number of outstanding shares of Common Stock (“Dividend Equivalents”).


 


	6.	Restricted Stock


 


(a) General.
The Board may grant Awards (“Restricted Stock Awards”) entitling recipients to acquire shares of Common
Stock (“Restricted Stock”), subject to the right of the Company to repurchase all or part of such shares
at their issue price or other stated or formula price (or to require forfeiture of such shares if issued at no cost) from the recipient
in the event that conditions specified by the Board in the applicable Award are not satisfied prior to the end of the applicable
restriction period or periods established by the Board for such Award.


 




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(b) Terms
and Conditions for Restricted Stock Awards. The Board shall determine the terms and conditions of a Restricted Stock Award,
including the conditions for vesting and repurchase (or forfeiture) and the issue price, if any.


 


(c) Additional
Provisions Relating to Restricted Stock.


 


(1) Dividends.
A Participant holding shares of Restricted Stock will be entitled to all ordinary cash dividends paid with respect to shares of
Common Stock, unless otherwise provided by the Board. Unless otherwise provided in the applicable Award agreement, any such dividends
(whether paid in cash, stock or property) declared and paid by the Company with respect to shares of Restricted Stock (“Accrued
Dividends”) shall be paid to the Participant only if and when such shares become free from the restrictions on transferability
and forfeitability that apply to such shares. Each payment of Accrued Dividends will be made no later than the end of the calendar
year in which the dividends are paid to stockholders of that class of stock or, if later, the 15th day of the third month following
the lapsing of the restrictions on transferability and the forfeitability provisions applicable to the underlying shares of Restricted
Stock.


 


(2) Termination
of Employment. Except as may otherwise be provided by the Board either in the Award agreement or, subject to Section 8 below,
in writing after the Award agreement is issued, if any, if a Participant’s employment (or other service relationship) with
the Company terminates for any reason, any Restricted Stock that has not vested at the time of termination shall automatically
and without any requirement of notice to such Participant from or other action by or on behalf of, the Company be deemed to have
been reacquired by the Company at its original purchase price from such Participant or such Participant’s legal representative
simultaneously with such termination of employment (or other service relationship), and thereafter shall cease to represent any
ownership of the Company by the Participant or rights of the Participant as a stockholder. Following such deemed reacquisition
of unvested Restricted Stock that are represented by physical certificates, a Participant shall surrender such certificates to
the Company upon request without consideration.


 


(3) Stock
Certificates. The Company may require that any stock certificates issued in respect of shares of Restricted Stock, as well
as dividends or distributions paid on such Restricted Stock, shall be deposited in escrow by the Participant, together with a stock
power endorsed in blank, with the Company (or its designee). At the expiration of the applicable restriction periods, the Company
(or such designee) shall deliver the certificates no longer subject to such restrictions to the Participant or if the Participant
has died, to his or her Designated Beneficiary. “Designated Beneficiary” means (i) the beneficiary
designated, in a manner determined by the Board, by a Participant to receive amounts due or exercise rights of the Participant
in the event of the Participant’s death or (ii) in the absence of an effective designation by a Participant, the Participant’s
estate.


 


	7.	Adjustments for Changes in Common Stock and Certain Other Events


 


(a) Changes
in Capitalization. In the event of any stock split, reverse stock split, stock dividend, recapitalization, combination of shares,
reclassification of shares, spin-off or other similar change in capitalization or event, or any dividend or distribution to holders
of Common Stock other than an ordinary cash dividend, (i) the number and class of securities available under the Plan, (ii) the
share counting rules and sub-limits set forth in Sections 4(a) and 4(b), (iii) the number and class of securities and exercise
price per share of each outstanding Option, and (iv) the number of shares subject to and the repurchase price per share subject
to each outstanding Restricted Stock Award, shall be equitably adjusted by the Company (or substituted Awards may be made, if applicable)
in the manner determined by the Board. Without limiting the generality of the foregoing, in the event the Company effects a split
of the Common Stock by means of a stock dividend and the exercise price of and the number of shares subject to an outstanding Option
are adjusted as of the date of the distribution of the dividend (rather than as of the record date for such dividend), then an
optionee who exercises an Option between the record date and the distribution date for such stock dividend shall be entitled to
receive, on the distribution date, the stock dividend with respect to the shares of Common Stock acquired upon such Option exercise,
notwithstanding the fact that such shares were not outstanding as of the close of business on the record date for such stock dividend.


 




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(b) Reorganization
Events.


 


(1) Definition.
A “Reorganization Event” shall mean: (a) a merger, acquisition or reorganization of the Company with
one or more other entities in which the Company is not the surviving entity or resulting in the Company being the surviving entity
and there is a change in the ownership of Common Stock of the Company, such that another person or entity owning fifty percent
(50%) or more of the outstanding voting power of the Company’s securities by virtue of the transaction, (b) a sale of all
or substantially all of the assets or shares of the Company to another entity, or (c) any liquidation or dissolution of the
Company.


 


(2) Consequences
of a Reorganization Event on Awards Other than Restricted Stock.


 


(A) In connection
with a Reorganization Event, the Board may take any one or more of the following actions as to all or any (or any portion of) outstanding
Awards other than Restricted Stock on such terms as the Board determines (except to the extent specifically provided otherwise
in an applicable Award agreement or another agreement between the Company and the Participant): (i) provide that such Awards
shall be assumed, or substantially equivalent Awards shall be substituted, by the acquiring or succeeding corporation (or an affiliate
thereof), (ii) upon written notice to a Participant, provide that all of the Participant’s unexercised Awards will terminate
immediately prior to the consummation of such Reorganization Event unless exercised by the Participant (to the extent then exercisable)
within a specified period following the date of such notice, (iii) provide that outstanding Awards shall become exercisable,
realizable, or deliverable, or restrictions applicable to an Award shall lapse, in whole or in part prior to or upon such Reorganization
Event, (iv) in the event of a Reorganization Event under the terms of which holders of Common Stock will receive upon consummation
thereof a cash payment for each share surrendered in the Reorganization Event (the “Acquisition Price”),
make or provide for a cash payment to Participants with respect to each Award held by a Participant equal to (A) the number
of shares of Common Stock subject to the vested portion of the Award (after giving effect to any acceleration of vesting that occurs
upon or immediately prior to such Reorganization Event) multiplied by (B) the excess, if any, of (I) the Acquisition
Price over (II) the exercise, measurement or purchase price of such Award and any applicable tax withholdings, in exchange for
the termination of such Award, (v) provide that, in connection with a liquidation or dissolution of the Company, Awards shall
convert into the right to receive liquidation proceeds (if applicable, net of the exercise, measurement or purchase price thereof
and any applicable tax withholdings) and (vi) any combination of the foregoing. In taking any of the actions permitted under
this Section 7(b)(2), the Board shall not be obligated by the Plan to treat all Awards, all Awards held by a Participant,
or all Awards of the same type, identically.


 


(B) For purposes
of Section 7(b)(2)(A)(i), an Award (other than Restricted Stock) shall be considered assumed if, following consummation of
the Reorganization Event, such Award confers the right to purchase or receive pursuant to the terms of such Award, for each share
of Common Stock subject to the Award immediately prior to the consummation of the Reorganization Event, the consideration (whether
cash, securities or other property) received as a result of the Reorganization Event by holders of Common Stock for each share
of Common Stock held immediately prior to the consummation of the Reorganization Event (and if holders were offered a choice of
consideration, the type of consideration chosen by the holders of a majority of the outstanding shares of Common Stock); provided,
however, that if the consideration received as a result of the Reorganization Event is not solely common stock of the acquiring
or succeeding corporation (or an affiliate thereof), the Company may, with the consent of the acquiring or succeeding corporation,
provide for the consideration to be received upon the exercise or settlement of the Award to consist solely of such number of shares
of common stock of the acquiring or succeeding corporation (or an affiliate thereof) that the Board determined to be equivalent
in value (as of the date of such determination or another date specified by the Board) to the per share consideration received
by holders of outstanding shares of Common Stock as a result of the Reorganization Event.


 




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(3) Consequences
of a Reorganization Event on Restricted Stock. Upon the occurrence of a Reorganization Event other than a liquidation or dissolution
of the Company, the repurchase and other rights of the Company with respect to outstanding Restricted Stock shall inure to the
benefit of the Company’s successor and shall, unless the Board determines otherwise, apply to the cash, securities or other
property which the Common Stock was converted into or exchanged for pursuant to such Reorganization Event in the same manner and
to the same extent as they applied to such Restricted Stock; provided, however, that the Board may provide
for termination or deemed satisfaction of such repurchase or other rights under the instrument evidencing any Restricted Stock
or any other agreement between a Participant and the Company, either initially or by amendment. Upon the occurrence of a Reorganization
Event involving the liquidation or dissolution of the Company, except to the extent specifically provided to the contrary in the
instrument evidencing any Restricted Stock or any other agreement between a Participant and the Company, all restrictions and conditions
on all Restricted Stock then outstanding shall automatically be deemed terminated or satisfied.


 


	8.	General Provisions Applicable to Awards


 


(a) Transferability
of Awards. Awards shall not be sold, assigned, transferred, pledged or otherwise encumbered by the person to whom they are
granted, either voluntarily or by operation of law, except by will or the laws of descent and distribution or, other than in the
case of an Incentive Stock Option, pursuant to a qualified domestic relations order, and, during the life of the Participant, shall
be exercisable only by the Participant; provided, however, that the Board may permit or provide in an Award for the
gratuitous transfer of the Award by the Participant to or for the benefit of any immediate family member, family trust or other
entity established for the benefit of the Participant and/or an immediate family member thereof if the Company would be eligible
to use a Form S-8 under the Securities Act for the registration of the sale of the Common Stock subject to such Award to such proposed
transferee; provided further, that the Company shall not be required to recognize any such permitted transfer until
such time as such permitted transferee shall, as a condition to such transfer, deliver to the Company a written instrument in form
and substance satisfactory to the Company confirming that such transferee shall be bound by all of the terms and conditions of
the Award. References to a Participant, to the extent relevant in the context, shall include references to authorized transferees.
A Participant’s rights to sell Common Stock may be subject to certain limitations (including a lock-up period), as will be
requested by the Company or its underwriters. Without derogating from the scope of the above, the Committee may designate certain
periods, at its reasonable discretion, with respect to all or certain groups of Participants and/or with respect to all or certain
types of Awards, during which the vesting and/or exercise of Awards and/or sale of Common Stock shall be restricted or prohibited,
including without limitation, in order to comply with applicable laws in any relevant jurisdiction and/or rules of any exchange
on which the Company’s shares are traded (“Blackout Periods”). During such Blackout Periods, Participants will
not be able to exercise the Options (or other Awards) and/or receive and/or sell the Common Stock held by or on behalf of the Participants
and the Company shall not bear any liability to Participants for any claim, loss or liability that may result from such restrictions.
For the avoidance of doubt, nothing contained in this Section 8(a) shall be deemed to restrict a transfer to the Company.


 




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(b) Documentation.
Each Award shall be evidenced in such form (written, electronic or otherwise) as the Board shall determine. Each Award may contain
terms and conditions in addition to those set forth in the Plan.


 


(c) Board
Discretion. Except as otherwise provided by the Plan, each Award may be made alone or in addition or in relation to any other
Award. The terms of each Award need not be identical, and the Board need not treat Participants uniformly.


 


(d) Termination
of Status. The Board shall determine the effect on an Award of the disability, death, retirement, termination or other cessation
of employment, authorized leave of absence or other change in the employment or other status of a Participant and the extent to
which, and the period during which, the Participant, or the Participant’s legal representative, conservator, guardian or
Designated Beneficiary, may exercise rights under the Award.


 


(e) Withholding.
The Participant must satisfy all applicable federal, state, and local or other income and employment tax withholding obligations
before the Company will deliver stock certificates or otherwise recognize ownership of Common Stock under an Award. The Company
may decide to satisfy the withholding obligations through additional withholding on salary or wages. If the Company elects not
to or cannot withhold from other compensation, the Participant must pay the Company the full amount, if any, required for withholding
or have a broker tender to the Company cash equal to the withholding obligations. Payment of withholding obligations is due before
the Company will issue any shares on exercise, vesting or release from forfeiture of an Award or at the same time as payment of
the exercise or purchase price, unless the Company determines otherwise. If provided for in an Award or approved by the Board in
its sole discretion, a Participant may satisfy such tax obligations in whole or in part by delivery (either by actual delivery
or attestation) of shares of Common Stock, including shares retained from the Award creating the tax obligation, valued at their
Fair Market Value; provided, however, except as otherwise provided by the Board, that the total tax withholding where
stock is being used to satisfy such tax obligations cannot exceed the Company’s minimum statutory withholding obligations
(based on minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable
to such supplemental taxable income). Shares used to satisfy tax withholding requirements cannot be subject to any repurchase,
forfeiture, unfulfilled vesting or other similar requirements.


 


(f) Amendment
of Award. Except as otherwise provided in Section 5(g) with respect to repricings, Section 8(i) with respect to Performance
Awards or Section 9(d) with respect to actions requiring stockholder approval, the Board may amend, modify or terminate any
outstanding Award, including but not limited to, substituting therefor another Award of the same or a different type, changing
the date of exercise or realization, and converting an Incentive Stock Option to a Nonstatutory Stock Option. The Participant’s
consent to such action shall be required unless (i) the Board determines that the action, taking into account any related
action, does not materially and adversely affect the Participant’s rights under the Plan or (ii) the change is permitted
under Section 7.


 


(g) Conditions
on Delivery of Stock. The Company will not be obligated to deliver any shares of Common Stock pursuant to the Plan or to remove
restrictions from shares previously issued or delivered under the Plan until (i) all conditions of the Award have been met
or removed to the satisfaction of the Company, (ii) in the opinion of the Company’s counsel, all other legal matters
in connection with the issuance and delivery of such shares have been satisfied, including any applicable securities laws and regulations
and any applicable stock exchange or stock market rules and regulations, and (iii) the Participant has executed and delivered
to the Company such representations or agreements as the Company may consider appropriate to satisfy the requirements of any applicable
laws, rules or regulations.


 




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(h) Acceleration.
The Board may at any time provide that any Award shall become immediately exercisable in whole or in part, free of some or all
restrictions or conditions, or otherwise realizable in whole or in part, as the case may be.


 


(i) Performance
Awards.


 


(1) Grants. Restricted
Stock Awards under the Plan may be made subject to the achievement of performance goals pursuant to this Section 8(i) (“Performance
Awards”).


 


(2) Committee.
Grants of Performance Awards to any Covered Employee (as defined below) intended to qualify as “performance-based compensation”
under Section 162(m) (“Performance-Based Compensation”) shall be made only by a Committee (or a
subcommittee of a Committee) comprised solely of two or more directors eligible to serve on a committee making Awards qualifying
as “performance-based compensation” under Section 162(m). In the case of such Awards granted to Covered Employees,
references to the Board or to a Committee shall be treated as referring to such Committee (or subcommittee). “Covered
Employee” shall mean any person who is, or whom the Committee, in its discretion, determines may be, a “covered
employee” under Section 162(m)(3) of the Code.


 


(3) Performance
Measures. For any Award that is intended to qualify as Performance-Based Compensation, the Committee shall specify that the
degree of granting, vesting and/or payout shall be subject to the achievement of one or more objective performance measures established
by the Committee, which shall be based on the relative or absolute attainment of specified levels of one or any combination of
the following, which may be determined pursuant to generally accepted accounting principles (“GAAP”)
or on a non-GAAP basis, as determined by the Committee: (a) earnings per share, (b) return on average equity or average
assets with respect to a pre-determined peer group, (c) earnings, (d) earnings growth, (e) revenues, (f) expenses,
(g) stock price, (h) market share, (i) return on sales, assets, equity or investment, (j) regulatory compliance,
(k) achievement of balance sheet or income statement objectives, (l) total stockholder return, (m) net operating
profit after tax, (n) pre-tax or after tax income, (o) cash flow, (p) achievement of research, development, clinical
or regulatory milestones, (q) product sales, (r) business development activities, (s) the entry into an arrangement
or agreement with a third party for the development, commercialization, marketing or distribution of products, services or technologies,
or for conducting a research program to discover and develop a product, service or technology, and/or the achievement of milestones
under such arrangement or agreement, including events that trigger an obligation or payment right, (t) achievement of domestic
and international regulatory milestones, including the submission of filings required to advance products, services and technologies
in clinical development and the achievement of approvals by regulatory authorities relating to the commercialization of products,
services and technologies, (u) the achievement of discovery, preclinical and clinical stage scientific objectives, discoveries
or inventions for products, services and technologies under research and development, (v) the entry into or completion of
a phase of clinical development for any product, service or technology, such as the entry into or completion of phase 1, 2 and/or
3 clinical trials, (w) the consummation of debt or equity financing transactions, or acquisitions of business, technologies
and assets, (x) new product or service releases, (y) specified levels of product sales, net income, earnings before or
after discontinued operations, interest, taxes, depreciation and/or amortization, operating profit before or after discontinued
operations and/or taxes, sales, sales growth, earnings growth, cash flow or cash position, gross margins, stock price, market share,
return on sales, assets, equity or investment and (z) improvement of financial ratings. Such goals may reflect absolute entity
or business unit performance or a relative comparison to the performance of a peer group of entities or other external measure
of the selected performance criteria and may be absolute in their terms or measured against or in relationship to other companies
comparably, similarly or otherwise situated. The Committee may specify that such performance measures shall be adjusted to exclude
any one or more of (i) extraordinary items, (ii) gains or losses on the dispositions of discontinued operations, (iii) the
cumulative effects of changes in accounting principles, (iv) the writedown of any asset, (v) fluctuation in foreign currency
exchange rates, and (vi) charges for restructuring and rationalization programs. Such performance measures: (i) may vary
by Participant and may be different for different Awards; (ii) may be particular to a Participant or the department, branch,
line of business, subsidiary or other unit in which the Participant works and may cover such period as may be specified by the
Committee; and (iii) shall be set by the Committee within the time period prescribed by, and shall otherwise comply with the
requirements of, Section 162(m). Awards that are not intended to qualify as Performance-Based Compensation may be based on
these or such other performance measures as the Board may determine.


 




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(4) Adjustments.
Notwithstanding any provision of the Plan, with respect to any Performance Award that is intended to qualify as Performance-Based
Compensation, the Committee may adjust downwards, but not upwards, the cash or number of shares payable pursuant to such Award,
and the Committee may not waive the achievement of the applicable performance measures except in the case of the death or disability
of the Participant or a change in control of the Company.


 


(5) Other.
The Committee shall have the power to impose such other restrictions on Performance Awards as it may deem necessary or appropriate
to ensure that such Awards satisfy all requirements for Performance-Based Compensation. Dividend Equivalents will be subject to
the same restrictions on transfer and forfeitability as the Performance Awards with respect to which such Dividend Equivalents
were granted.


 


	9.	Miscellaneous


 


(a) No
Right To Employment or Other Status. No person shall have any claim or right to be granted an Award by virtue of the adoption
of the Plan, and the grant of an Award shall not be construed as giving a Participant the right to continued employment or any
other relationship with the Company. The Company expressly reserves the right at any time to dismiss or otherwise terminate its
relationship with a Participant free from any liability or claim under the Plan, except as expressly provided in the applicable
Award.


 


(b) No
Rights As Stockholder. Subject to the provisions of the applicable Award, no Participant or Designated Beneficiary shall have
any rights as a stockholder with respect to any shares of Common Stock to be distributed with respect to an Award until becoming
the record holder of such shares.


 


(c) Effective
Date and Term of Plan. The Plan shall become effective on the date the Plan is approved by the Company’s stockholders
(the “Effective Date”). No Awards shall be granted under the Plan after the expiration of 10 years from
the Effective Date, but Awards previously granted may extend beyond that date.


 


(d) Amendment
of Plan. The Board may amend, suspend or terminate the Plan or any portion thereof at any time provided that (i) to the
extent required by Section 162(m), no Award granted to a Participant that is intended to comply with Section 162(m) after
the date of such amendment shall become exercisable, realizable or vested, as applicable to such Award, unless and until the Company’s
stockholders approve such amendment in the manner required by Section 162(m); (ii) no amendment that would require stockholder
approval under the rules of NASDAQ may be made effective unless and until the Company’s stockholders approve such amendment;
and (iii) if the NASDAQ amends its corporate governance rules so that such rules no longer require stockholder approval of
NASDAQ “material amendments” to equity compensation plans, then, from and after the effective date of such amendment
to the NASDAQ rules, no amendment to the Plan (A) materially increasing the number of shares authorized under the Plan (other
than pursuant to Section 4(c) or 7), (B) expanding the types of Awards that may be granted under the Plan, or (C) materially
expanding the class of participants eligible to participate in the Plan shall be effective unless and until the Company’s
stockholders approve such amendment. In addition, if at any time the approval of the Company’s stockholders is required as
to any other modification or amendment under Section 422 of the Code or any successor provision with respect to Incentive
Stock Options, the Board may not effect such modification or amendment without such approval. Unless otherwise specified in the
amendment, any amendment to the Plan adopted in accordance with this Section 9(d) shall apply to, and be binding on the holders
of, all Awards outstanding under the Plan at the time the amendment is adopted, provided the Board determines that such amendment,
taking into account any related action, does not materially and adversely affect the rights of Participants under the Plan.


 




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(e) Authorization
of Sub-Plans (including for Grants to non-U.S. Employees). The Board may from time to time establish one or more sub-plans
under the Plan for purposes of satisfying applicable securities, tax or other laws of various jurisdictions. The Board shall establish
such sub-plans by adopting supplements to the Plan containing (i) such limitations on the Board’s discretion under the
Plan as the Board deems necessary or desirable or (ii) such additional terms and conditions not otherwise inconsistent with
the Plan as the Board shall deem necessary or desirable. All supplements adopted by the Board shall be deemed to be part of the
Plan, but each supplement shall apply only to Participants within the affected jurisdiction and the Company shall not be required
to provide copies of any supplement to Participants in any jurisdiction which is not the subject of such supplement.


 


(f) Compliance
with Section 409A of the Code. Except as provided in individual Award agreements initially or by amendment, if and to
the extent (i) any portion of any payment, compensation or other benefit provided to a Participant pursuant to the Plan in
connection with his or her employment termination constitutes “nonqualified deferred compensation” within the meaning
of Section 409A of the Code and (ii) the Participant is a specified employee as defined in Section 409A(a)(2)(B)(i)
of the Code, in each case as determined by the Company in accordance with its procedures, by which determinations the Participant
(through accepting the Award) agrees that he or she is bound, such portion of the payment, compensation or other benefit
shall not be paid before the day that is six months plus one day after the date of “separation from service” (as determined
under Section 409A of the Code) (the “New Payment Date”), except as Section 409A of the Code
may then permit. The aggregate of any payments that otherwise would have been paid to the Participant during the period between
the date of separation from service and the New Payment Date shall be paid to the Participant in a lump sum on such New Payment
Date, and any remaining payments will be paid on their original schedule.


 


The Company makes no representations
or warranty and shall have no liability to the Participant or any other person if any provisions of or payments, compensation or
other benefits under the Plan are determined to constitute nonqualified deferred compensation subject to Section 409A of the
Code but do not to satisfy the conditions of that section.


 


(g) Limitations
on Liability. Notwithstanding any other provisions of the Plan, no individual acting as a director,
officer, employee or agent of the Company will be liable to any Participant, former Participant, spouse, beneficiary, or any other
person for any claim, loss, liability, or expense incurred in connection with the Plan, nor will such individual be personally
liable with respect to the Plan because of any contract or other instrument he or she executes in his or her capacity as a director,
officer, employee or agent of the Company. The Company will indemnify and hold harmless each director, officer, employee or agent
of the Company to whom any duty or power relating to the administration or interpretation of the Plan has been or will be delegated,
against any cost or expense (including attorneys’ fees) or liability (including any sum paid in settlement of a claim with
the Board’s approval) arising out of any act or omission to act concerning the Plan unless arising out of such person’s
own fraud or bad faith.


 


(h) Governing
Law. The provisions of the Plan and all Awards made hereunder shall be governed by and interpreted in accordance with the laws
of the State of Delaware, excluding choice-of-law principles of the law of such state that would require the application of the
laws of a jurisdiction other than the State of Delaware.


 




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