Exhibit 10.2


 


BLUE
WATER VACCINES INC.


2021 EQUITY INCENTIVE PLAN 


 


		1.	General.
                                            



 


(a)
Plan Purpose. The Company, by means of the Plan, seeks to secure and retain the services of Employees, Directors and
Consultants, to provide incentives for such persons to exert maximum efforts for the success of the Company and any Affiliate and to
provide a means by which such persons may be given an opportunity to benefit from increases in value of the Common Stock through the
granting of Awards.


 


(b) Available
Awards. The Plan provides for the grant of the following Awards: (i) Incentive Stock Options; (ii) Nonstatutory
Stock Options; (iii) SARs; (iv) Restricted Stock Awards; (v) RSU Awards; (vi) Performance Awards; and (vii) Other
Awards.


 


(c) Adoption
Date. The Plan will come into existence on the Adoption Date. No Award may be granted under the Plan prior to the Adoption Date.
Any Award granted prior to the Effective Date is contingent upon timely receipt of Stockholder approval to the extent required under
applicable tax, securities and regulatory rules, and satisfaction of any other compliance requirements.


 


(d) Successor
to and Continuation of Prior Plans. The Plan is the successor to and continuation of the Company’s 2019 Equity
Incentive Plan. As of the Effective Date, (i) no additional awards may be granted under the 2019 Equity Incentive Plan; (ii) the
Prior Plans’ Available Reserve plus any Returning Shares will become available for issuance pursuant to Awards granted under this
Plan; and (iii) all outstanding awards granted under the 2019 Equity Incentive Plan will remain subject to the terms of the 2019
Equity Incentive Plan (except to the extent such outstanding awards result in Returning Shares that become available for issuance pursuant
to Awards granted under this Plan). All Awards granted under this Plan will be subject to the terms of this Plan.


 


		2.	Shares
                                            Subject to the Plan.



 


(a) Share
Reserve. Subject to adjustment in accordance with Section 2(d) and any adjustments as necessary to implement any Capitalization
Adjustments, the aggregate number of shares of Common Stock that may be issued pursuant to Awards will not exceed the sum of (i) [10,000,000]
new shares, plus (ii) the Prior Plans’ Available Reserve; plus, (iii) the number of Returning Shares, if any, as
such shares become available from time to time.


 


(b) Fungible
Share Counting. Subject to adjustment in accordance with Section 2(d), the number of shares of Common Stock
available for issuance under the Plan will be reduced by: (i) one share for each share of Common Stock issued pursuant to an Option
or SAR with respect to which the exercise or strike price is at least 100% of the Fair Market Value of the Common Stock subject to the
Option or SAR on the grant date (each, an “Appreciation Award”); and (ii) [1.20] shares for each
share of Common Stock issued pursuant to any Award (other than an Appreciation Award) (each, a “Full Value Award”).


 


(c) Aggregate
Incentive Stock Option Limit. Notwithstanding anything to the contrary in Section 2(a) and subject to any adjustments
as necessary to implement any Capitalization Adjustments, the aggregate maximum number of shares of Common Stock that may be issued pursuant
to the exercise of Incentive Stock Options is [10,000,000] shares.


 






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(d) Share
Reserve Operation.


 


(i) Limit
Applies to Common Stock Issued Pursuant to Awards. For clarity, the Share Reserve is a limit on the number of shares
of Common Stock that may be issued pursuant to Awards and does not limit the granting of Awards, except that the Company will keep available
at all times the number of shares of Common Stock reasonably required to satisfy its obligations to issue shares pursuant to such Awards.
Shares may be issued in connection with a merger or acquisition as permitted by, as applicable, Nasdaq Listing Rule 5635(c), NYSE
Listed Company Manual Section 303A.08, NYSE American Company Guide Section 711 or other applicable rule, and such issuance
will not reduce the number of shares available for issuance under the Plan.


 


(ii) Actions
that Do Not Constitute Issuance of Common Stock and Do Not Reduce Share Reserve. The following actions do not result
in an issuance of shares under the Plan and accordingly do not reduce the number of shares subject to the Share Reserve and available
for issuance under the Plan: (1) the expiration or termination of any portion of an Award without the shares covered by such portion
of the Award having been issued, (2) the settlement of any portion of an Award in cash (i.e., the Participant receives cash
rather than Common Stock), (3) the withholding of shares that would otherwise be issued by the Company to satisfy the exercise or
strike price of an Appreciation Award; (4) the withholding of shares that would otherwise be issued by the Company to satisfy a
tax withholding obligation in connection with an Appreciation Award.


 


(iii) Reversion
of Previously Issued Shares of Common Stock to Share Reserve. The following shares of Common Stock previously issued
pursuant to an Award and accordingly initially deducted from the Share Reserve will be added back to the Share Reserve and again become
available for issuance under the Plan: (1) any shares that are forfeited back to or repurchased by the Company because of a failure
to meet a contingency or condition required for the vesting of such shares; (2) any shares that are reacquired by the Company to
satisfy the exercise or strike price of an Appreciation Award; and (3) any shares that are reacquired by the Company to satisfy
a tax withholding obligation in connection with an Appreciation Award. For each share subject to a Full Value Award that is added back
to the Share Reserve pursuant to this subsection, the number of shares of Common Stock available for issuance under the Plan will increase
by [1.20] shares.


 


		3.	Eligibility
                                            and Limitations.



 


(a) Eligible
Award Recipients. Subject to the terms of the Plan, Employees, Directors and Consultants are eligible to receive
Awards.


 


(b) Specific
Award Limitations.


 


(i) Limitations
on Incentive Stock Option Recipients. 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 (f) of the Code).


 


(ii) Incentive
Stock Option $100,000 Limitation. 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 such rules will be treated as Nonstatutory Stock Options, notwithstanding
any contrary provision of the applicable Option Agreement(s).


 


(iii) Limitations
on Incentive Stock Options Granted to Ten Percent Stockholders. A Ten Percent Stockholder may not be granted an
Incentive Stock Option unless (i) the exercise price of such Option is at least 110% of the Fair Market Value on the date of grant
of such Option and (ii) the Option is not exercisable after the expiration of five years from the date of grant of such Option.


 






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(iv) Limitations
on Nonstatutory Stock Options and SARs. Nonstatutory Stock Options and SARs 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)
unless the stock underlying such Awards is treated as “service recipient stock” under Section 409A because the Awards
are granted pursuant to a corporate transaction (such as a spin off transaction) or unless such Awards otherwise comply with the distribution
requirements of Section 409A.


 


(c) Aggregate
Incentive Stock Option Limit. The aggregate maximum number of shares of Common Stock that may be issued pursuant
to the exercise of Incentive Stock Options is the number of shares specified in Section 2(c).


 


(d) Non-Employee
Director Compensation Limit. The aggregate value of all Awards granted to any individual for service as a Non-Employee
Director with respect to any calendar year will not exceed (i) [$300,000] in total value or (ii) in the event such Non-Employee
Director is first appointed or elected to the Board during such calendar year, [$500,000] 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.	Options.



 


Each
Option will have such terms and conditions as determined by the Board. Each Option will be designated in writing as an Incentive Stock
Option or Nonstatutory Stock Option at the time of grant; provided, however, that if an Option is not so designated, then such Option
will be a Nonstatutory Stock Option, and the shares purchased upon exercise of each type of Option will be separately accounted for.
The terms and conditions of separate Options need not be identical; provided, however, that each Option Agreement will conform (through
incorporation of provisions hereof by reference in the Award Agreement or otherwise) to the substance of each of the following provisions:


 


(a) Term. Subject
to Section 3(b) regarding Ten Percent Stockholders, no Option will be exercisable after the expiration of ten years from the
date of grant of such Award or such shorter period specified in the Award Agreement.


 


(b) Exercise
or Strike Price. Subject to Section 3(b) regarding Ten Percent Stockholders, the exercise or strike price of
each Option will not be less than 100% of the Fair Market Value on the date of grant of such Award. Notwithstanding the foregoing, an
Option may be granted with an exercise or strike price lower than 100% of the Fair Market Value on the date of grant of such 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 Sections 409A and, if applicable, 424(a) of the Code.


 






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(c) Exercise
Procedure and Payment of Exercise Price for Options. In order to exercise an Option, the Participant must provide
notice of exercise to the Plan Administrator in accordance with the procedures specified in the Option Agreement or otherwise provided
by the Company. The Board has 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 utilize a particular method
of payment. The exercise price of an Option may be paid, to the extent permitted by Applicable Law and as determined by the Board, by
one or more of the following methods of payment to the extent set forth in the Option Agreement:


 


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


 


(ii) pursuant
to a “cashless exercise” program developed under Regulation T as promulgated by the Federal Reserve Board that, prior
to the issuance of the Common 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 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 that are already owned by the Participant
free and clear of any liens, claims, encumbrances or security interests, with a Fair Market Value on the date of exercise that does not
exceed the exercise price, provided that (1) at the time of exercise the Common Stock is publicly traded, (2) any remaining
balance of the exercise price not satisfied by such delivery is paid by the Participant in cash or other permitted form of payment, (3) such
delivery would not violate any Applicable Law or agreement restricting the redemption of the Common Stock, (4) any certificated
shares are endorsed or accompanied by an executed assignment separate from certificate, and (5) such shares have been held by the
Participant for any minimum period necessary to avoid adverse accounting treatment as a result of such delivery;


 


(iv) if
the 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 on the date of
exercise that does not exceed the 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 used
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 consideration that may be acceptable to the Board and permissible under Applicable Law.


 


(d) Transferability.
The Board may impose such limitations on the transferability of an Option as it determines. In the absence of any such determination
by the Board, the following restrictions on the transferability of Options will apply, provided that except as explicitly provided herein,
no Option may be transferred for consideration and provided, further, that 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:


 


(i) Restrictions
on Transfer. An Option will not be transferable, except by will or by the laws of descent and distribution, and
will be exercisable during the lifetime of the Participant only by the Participant; provided, however, that the Board may permit transfer
of an Option in a manner that is not prohibited by applicable tax and securities laws upon the Participant’s request, including
to a trust if the Participant is considered to be the sole beneficial owner of such trust (as determined under Section 671 of the
Code and applicable state law) while such Option is held in such trust, provided that the Participant and the trustee enter into a transfer
and other agreements required by the Company.


 






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(ii) Domestic
Relations Orders. Notwithstanding the foregoing, subject to the execution of transfer documentation in a format
acceptable to the Company and subject to the approval of the Board or a duly authorized Officer, an Option may be transferred pursuant
to a domestic relations order.


 


(e) Vesting. The
Board may impose such restrictions on or conditions to the vesting and/or exercisability of an Option as determined by the Board. Except
as otherwise provided in the Award Agreement or other written agreement between a Participant and the Company or an Affiliate, vesting
of Options will cease upon termination of the Participant’s Continuous Service.


 


(f) Termination
of Continuous Service for Cause. Except as explicitly otherwise provided in the Award Agreement or other written
agreement between a Participant and the Company or an Affiliate, if a Participant’s Continuous Service is terminated for Cause,
the Participant’s Options will terminate and be forfeited immediately upon such termination of Continuous Service, and the Participant
will be prohibited from exercising any portion (including any vested portion) of such Awards on and after the date of such termination
of Continuous Service and the Participant will have no further right, title or interest in such forfeited Award, the shares of Common
Stock subject to the forfeited Award, or any consideration in respect of the forfeited Award.


 


(g) Post-Termination
Exercise Period Following Termination of Continuous Service for Reasons Other than Cause. Subject to Section 4(h),
if a Participant’s Continuous Service terminates for any reason other than for Cause, the Participant may exercise his or her Options
to the extent vested, but only within the following period of time or, if applicable, such other period of time provided in the Award
Agreement or other written agreement between a Participant and the Company or an Affiliate; provided, however, that in no event may such
Award be exercised after the expiration of its maximum term (as set forth in Section 4(a)):


 


(i) three months
following the date of such termination if such termination is a termination without Cause (other than any termination due to the Participant’s
Disability or death);


 


(ii) 12 months
following the date of such termination if such termination is due to the Participant’s Disability;


 


(iii) 18 months
following the date of such termination if such termination is due to the Participant’s death; or


 


(iv) 18 months
following the date of the Participant’s death if such death occurs following the date of such termination but during the period
such Award is otherwise exercisable (as provided in (i) or (ii) above).


 


Following
the date of such termination, to the extent the Participant does not exercise such Award within the applicable Post-Termination Exercise
Period (or, if earlier, prior to the expiration of the maximum term of such Award), such unexercised portion of the Award will terminate,
and the Participant will have no further right, title or interest in the terminated Award, the shares of Common Stock subject to the
terminated Award, or any consideration in respect of the terminated Award.


 


(h) Restrictions
on Exercise; Extension of Exercisability. A Participant may not exercise an Option at any time that the issuance
of shares of Common Stock upon such exercise would violate Applicable Law. Except as otherwise provided in the Award Agreement or other
written agreement between a Participant and the Company or an Affiliate, if a Participant’s Continuous Service terminates for any
reason other than for Cause and, at any time during the last thirty days of the applicable Post-Termination Exercise Period: (i) the
exercise of the Participant’s Option would be prohibited solely because the issuance of shares of Common Stock upon such exercise
would violate Applicable Law, or (ii) the immediate sale of any shares of Common Stock issued upon such exercise would violate the
Company’s Trading Policy, then the applicable Post-Termination Exercise Period will be extended to the last day of the calendar
month that commences following the date the Award would otherwise expire, with an additional extension of the exercise period to the
last day of the next calendar month to apply if any of the foregoing restrictions apply at any time during such extended exercise period,
generally without limitation as to the maximum permitted number of extensions); provided, however, that in no event may such Award be
exercised after the expiration of its maximum term (as set forth in Section 4(a)).


 
(i) Whole
Shares. Options may be exercised only with respect to whole shares of Common Stock or their equivalents.


 






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		5.	Stock
                                            Appreciation Rights.



 


Each
SAR will have such terms and conditions as determined by the Board. Each SAR will be denominated in shares of Common Stock equivalents.
The terms and conditions of separate SARs need not be identical; provided, however, that each SAR Agreement will conform (through incorporation
of provisions hereof by reference in the Award Agreement or otherwise) to the substance of each of the following provisions:


 


(a) Term.
No SAR will be exercisable after the expiration of ten years from the date of grant of such Award or such shorter period specified
in the Award Agreement.


 


(b) Exercise
or Strike Price. Subject to Section 3(b) regarding Ten Percent Stockholders, the exercise or strike price of
each SAR will not be less than 100% of the Fair Market Value on the date of grant of such Award.


 


(c) Exercise
Procedure and Payment of Appreciation Distribution for SARs. In order to exercise any SAR, the Participant must
provide notice of exercise to the Plan Administrator in accordance with the SAR Agreement. The appreciation distribution payable
to a Participant upon the exercise of a SAR will not be greater than an amount equal to the excess of (i) the aggregate Fair Market
Value on the date of exercise of a number of shares of Common Stock equal to the number of Common Stock equivalents that are vested and
being exercised under such SAR, over (ii) the strike price of such SAR. Such appreciation distribution may be paid to the Participant
in the form of Common Stock or cash (or any combination of Common Stock and cash) or in any other form of payment, as determined by the
Board and specified in the SAR Agreement.


 


(d) Transferability.
The Board may impose such limitations on the transferability of an SAR as it determines. In the absence of any such determination by
the Board, the following restrictions on the transferability of SARs will apply, provided that except as explicitly provided herein,
no SAR may be transferred for consideration:


 


(i) Restrictions
on Transfer. An SAR will not be transferable, except by will or by the laws of descent and distribution, and will
be exercisable during the lifetime of the Participant only by the Participant; provided, however, that the Board may permit transfer
of an SAR in a manner that is not prohibited by applicable tax and securities laws upon the Participant’s request, including to
a trust if the Participant is considered to be the sole beneficial owner of such trust (as determined under Section 671 of the Code
and applicable state law) while such SAR is held in such trust, provided that the Participant and the trustee enter into a transfer and
other agreements required by the Company.


 


(ii) Domestic
Relations Orders. Notwithstanding the foregoing, subject to the execution of transfer documentation in a format
acceptable to the Company and subject to the approval of the Board or a duly authorized Officer, an SAR may be transferred pursuant to
a domestic relations order.


 






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(e) Vesting. The
Board may impose such restrictions on or conditions to the vesting and/or exercisability of an SAR as determined by the Board. Except
as otherwise provided in the Award Agreement or other written agreement between a Participant and the Company or an Affiliate, vesting
of SARs will cease upon termination of the Participant’s Continuous Service.


 


(f) Termination
of Continuous Service for Cause. Except as explicitly otherwise provided in the Award Agreement or other written
agreement between a Participant and the Company or an Affiliate, if a Participant’s Continuous Service is terminated for Cause,
the Participant’s SARs will terminate and be forfeited immediately upon such termination of Continuous Service, and the Participant
will be prohibited from exercising any portion (including any vested portion) of such Awards on and after the date of such termination
of Continuous Service and the Participant will have no further right, title or interest in such forfeited Award, the shares of Common
Stock subject to the forfeited Award, or any consideration in respect of the forfeited Award.


 


(g) Post-Termination
Exercise Period Following Termination of Continuous Service for Reasons Other than Cause. Subject to Section 5(h),
if a Participant’s Continuous Service terminates for any reason other than for Cause, the Participant may exercise his or her SARs
to the extent vested, but only within the following period of time or, if applicable, such other period of time provided in the Award
Agreement or other written agreement between a Participant and the Company or an Affiliate; provided, however, that in no event may such
Award be exercised after the expiration of its maximum term (as set forth in Section 5(a) above):


 


(i) three months
following the date of such termination if such termination is a termination without Cause (other than any termination due to the Participant’s
Disability or death);


 


(ii) 12 months
following the date of such termination if such termination is due to the Participant’s Disability;


 


(iii) 18 months
following the date of such termination if such termination is due to the Participant’s death; or


 


(iv) 18 months
following the date of the Participant’s death if such death occurs following the date of such termination but during the period
such Award is otherwise exercisable (as provided in (i) or (ii) above).


 


Following
the date of such termination, to the extent the Participant does not exercise such Award within the applicable Post-Termination Exercise
Period (or, if earlier, prior to the expiration of the maximum term of such Award), such unexercised portion of the Award will terminate,
and the Participant will have no further right, title or interest in the terminated Award, the shares of Common Stock subject to the
terminated Award, or any consideration in respect of the terminated Award.


 


(h) Restrictions
on Exercise; Extension of Exercisability. A Participant may not exercise an SAR at any time that the issuance of
shares of Common Stock upon such exercise would violate Applicable Law. Except as otherwise provided in the Award Agreement or other
written agreement between a Participant and the Company or an Affiliate, if a Participant’s Continuous Service terminates for any
reason other than for Cause and, at any time during the last thirty days of the applicable Post-Termination Exercise Period: (i) the
exercise of the Participant’s SAR would be prohibited solely because the issuance of shares of Common Stock upon such exercise
would violate Applicable Law, or (ii) the immediate sale of any shares of Common Stock issued upon such exercise would violate the
Company’s Trading Policy, then the applicable Post-Termination Exercise Period will be extended to the last day of the calendar
month that commences following the date the Award would otherwise expire, with an additional extension of the exercise period to the
last day of the next calendar month to apply if any of the foregoing restrictions apply at any time during such extended exercise period,
generally without limitation as to the maximum permitted number of extensions); provided, however, that in no event may such Award be
exercised after the expiration of its maximum term (as set forth in Section 5(a)).


 


(i) Whole
Shares. Options and SARs may be exercised only with respect to whole shares of Common Stock or their equivalents.


 



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		6.	RESTRICTED
                                            STOCK and RESTRICTED STOCK UNITS 



 


(a) Restricted
Stock Awards.  Each Restricted Stock Award will have such terms and conditions as determined by the Board; provided, however,
that each Restricted Stock Award Agreement will conform (through incorporation of the provisions hereof by reference in the Award Agreement
or otherwise) to the substance of each of the following provisions:


 


(i) Form
of Award. To the extent consistent with the Company’s Bylaws, at the Board’s election, shares of Common Stock subject
to a Restricted Stock Award may be (i) held in book entry form subject to the Company’s instructions until such shares become
vested or any other restrictions lapse, or (ii) evidenced by a certificate, which certificate will be held in such form and manner
as determined by the Board. Unless otherwise determined by the Board, a Participant will have voting and other rights as a stockholder
of the Company with respect to any shares subject to a Restricted Stock Award.


 


(ii) Consideration.
A Restricted Stock Award may be granted in consideration for (A) cash or 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 consideration (including future services) as the
Board may determine and permissible under Applicable Law.


 


(iii) Vesting. The
Board may impose such restrictions on or conditions to the vesting of a Restricted Stock Award as determined by the Board. Except as
otherwise provided in the Award Agreement or other written agreement between a Participant and the Company or an Affiliate, vesting of
Restricted Stock Awards will cease upon termination of the Participant’s Continuous Service.


 


(iv) Termination
of Continuous Service. Except as otherwise provided in the Award Agreement or other written agreement between a
Participant and the Company or an Affiliate, if a Participant’s Continuous Service terminates for any reason, 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 under his or her
Restricted Stock Award that have not vested as of the date of such termination as set forth in the Restricted Stock Award Agreement.


 


(v) Dividends. Dividends
may be paid or credited, as applicable, with respect to any shares of Common Stock subject to a Restricted Stock Award, as determined
by the Board and specified in the Award Agreement; provided, however, that (i)  any dividends that are credited with respect
to any such shares will be subject to all of the terms and conditions applicable to such shares under the terms of such Award Agreement
(including, but not limited to, any vesting conditions), and (ii) any dividends that are credited with respect to any such shares
will be forfeited to the Company on the date, if any, such shares are forfeited to or repurchased by the Company due to a failure to
meet any vesting conditions under the terms of such Award Agreement.


 






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(b) Restricted
Stock Unit Awards. Each RSU Award will have such terms and conditions as determined by the Board; provided, however,
that each RSU Award Agreement will conform (through incorporation of the provisions hereof by reference in the Award Agreement or otherwise)
to the substance of each of the following provisions:


 


(i) Form
of Award. A RSU Award represents a Participant’s right to be issued on a future date the number of shares of Common Stock that
is equal to the number of restricted stock units subject to the RSU Award. As a holder of a RSU Award, a Participant is an unsecured
creditor of the Company with respect to the Company’s unfunded obligation, if any, to issue shares of Common Stock in settlement
of such Award and nothing contained in the Plan or any RSU Agreement, and no action taken pursuant to its provisions, will create or
be construed to create a trust of any kind or a fiduciary relationship between a Participant and the Company or an Affiliate or any other
person. A Participant will not have voting or any other rights as a stockholder of the Company with respect to any RSU Award (unless
and until shares are actually issued in settlement of a vested RSU Award).


 


(ii) Consideration.
Unless otherwise determined by the Board at the time of grant, a RSU Award will be granted in consideration for the Participant’s
services to the Company or an Affiliate, such that the Participant will not be required to make any payment to the Company (other than
such services) with respect to the grant or vesting of the RSU Award, or the issuance of any shares of Common Stock pursuant to the RSU
Award. If, at the time of grant, the Board determines that any consideration must be paid by the Participant (in a form other than the
Participant’s services to the Company or an Affiliate) upon the issuance of any shares of Common Stock in settlement of the RSU
Award, such consideration may be paid in any form of consideration as the Board may determine and permissible under Applicable Law.


 


(iii) Vesting. The
Board may impose such restrictions on or conditions to the vesting of an RSU Award as determined by the Board. Except as otherwise provided
in the Award Agreement or other written agreement between a Participant and the Company or an Affiliate, vesting of RSU Awards will cease
upon termination of the Participant’s Continuous Service.


 


(iv) Termination
of Continuous Service. Except as otherwise provided in the Award Agreement or other written agreement between a
Participant and the Company or an Affiliate, if a Participant’s Continuous Service terminates for any reason, any portion
of his or her RSU Award that has not vested will be forfeited upon such termination and the Participant will have no further right, title
or interest in the RSU Award, the shares of Common Stock issuable pursuant to the RSU Award, or any consideration in respect of the RSU
Award.


 


(v) Dividend
Equivalents. Dividend equivalents may be paid or credited, as applicable, with respect to any shares of Common Stock
subject to a RSU Award, as determined by the Board and specified in the Award Agreement; provided, however, that (i) no dividend
equivalents may be paid with respect to any such shares subject to an RSU Award before the date such shares have vested under the terms
of such Award Agreement, (ii) any dividend equivalents that are credited with respect to any such shares will be subject to all
of the terms and conditions applicable to such RSU Award and the covered shares under the terms of such Award Agreement (including, but
not limited to, any vesting conditions), and (iii) any dividend equivalents that are credited with respect to any such shares subject
to an RSU Award will be forfeited to the Company on the date, if any, such RSU Award is forfeited to by the Company due to a failure
to meet any vesting conditions under the terms of such Award Agreement.


 






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 (vi) Settlement of RSU Awards. A RSU Award may be settled by the issuance of shares of Common Stock or cash (or any combination thereof) or in any other form of payment, as determined by the Board and specified in the RSU Award Agreement. At the time of grant, the Board may determine to impose such restrictions or conditions that delay such delivery to a date following the vesting of the RSU Award.




 


 (vii) Compliance with Section 409A of the Code. Notwithstanding anything to the contrary set forth herein, any RSU Award granted under the Plan that is not exempt from the requirements of Section 409A of the Code shall contain such provisions so that such RSU Award will comply with the requirements of Section 409A of the Code. Such restrictions, if any, shall be determined by the Board and contained in the Award Agreement evidencing such RSU Award. For example, such restrictions may include, without limitation, a requirement that any Common Stock that is to be issued in a year following the year in which the RSU Award vests must be issued in accordance with a fixed pre-determined schedule.




 


(c) Time
and Performance Vesting. The Committee, in its sole discretion, may impose such restrictions on the vesting of the Participant’s
Restricted Stock Award or Restricted Stock Units as it may deem advisable or appropriate, in accordance with this Section 6(c).


 


(i) Service
Vesting. The Committee may condition the vesting of a Participant’s Restricted Stock Award or Restricted Stock Units upon the
Participant’s continued performance of services for the Company through a specified vesting date or dates. If the Participant’s
Continuous Service terminates before such vesting date, the relevant Restricted Stock Award and/or Restricted Stock Units shall be forfeited,
except as may otherwise be provided in the Award Agreement.


 


(ii) Performance
Vesting. Alternatively, the Committee may, in its discretion, condition the vesting of all or a portion of the Participant’s
Restricted Stock Award or Restricted Stock Units upon completion of based upon the achievement of specific Performance Goals (Company-wide,
divisional, or individual) or any other basis determined by the Committee in its discretion


 


(d) Performance
Awards. With respect to any RSU Award or other Award designated as a 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.


 


(e) 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 at the time of grant) may be granted either alone or in addition to Awards provided for under Section 4 and the preceding
provisions of this Section 5. Subject to the provisions of the Plan, the Board will have sole and complete discretion 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.


 






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		7.	Adjustments
                                            upon Changes in Common Stock; Other Corporate Events.



 


(a) Capitalization
Adjustments. In the event of a Capitalization Adjustment, the Board shall appropriately and proportionately adjust:
(i) the class(es) and maximum number of shares of Common Stock subject to the Plan pursuant to Section 2(a), (ii) the
class(es) and maximum number of shares that may be issued pursuant to the exercise of Incentive Stock Options pursuant to Section 2(a),
and (iii) the class(es) and number of securities and exercise price, strike price or purchase price of Common Stock subject to outstanding
Awards. The Board shall make such adjustments, and its determination shall be final, binding and conclusive. Notwithstanding the foregoing,
no fractional shares or rights for fractional shares of Common Stock shall be created in order to implement any Capitalization Adjustment.
The Board shall determine an appropriate equivalent benefit, if any, for any fractional shares or rights to fractional shares that might
be created by the adjustments referred to in the preceding provisions of this Section.


 


(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 determine to 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.


 


(i) Awards
May Be Assumed. In the event of a Corporate Transaction, any surviving corporation or acquiring corporation (or
the surviving or acquiring corporation’s parent company) may assume or continue any or all Awards outstanding under the Plan or
may substitute similar awards for Awards outstanding under the Plan (including but not limited to, awards to acquire the same consideration
paid to the stockholders of the Company pursuant to the Corporate Transaction), and any reacquisition or repurchase rights held by the
Company in respect of Common Stock issued pursuant to Awards may be assigned by the Company to the successor of the Company (or the successor’s
parent company, if any), in connection with such Corporate Transaction. A surviving corporation or acquiring corporation (or its parent)
may choose to assume or continue only a portion of an Award or substitute a similar award for only a portion of an Award, or may choose
to assume or continue the Awards held by some, but not all Participants. The terms of any assumption, continuation or substitution will
be set by the Board.


 


(ii) Awards
Held by Current Participants. In the event of a Corporate Transaction in which the surviving corporation or acquiring
corporation (or its parent company) does not assume or continue such outstanding Awards or substitute similar awards for such outstanding
Awards, then with respect to Awards that have not been assumed, continued or substituted and that are held by Participants whose Continuous
Service has not terminated prior to the effective time of the Corporate Transaction (referred to as the “Current Participants”),
the vesting of such Awards (and, with respect to Options and Stock Appreciation Rights, the time when such Awards may be exercised) will
be accelerated in full to a date prior to the effective time of such Corporate Transaction (contingent upon the effectiveness of the
Corporate Transaction) as the Board determines (or, if the Board does not determine such a date, to the date that is five (5) days
prior to the effective time of the Corporate Transaction), and such Awards will terminate if not exercised (if applicable) at or prior
to the effective time of the Corporate Transaction, and any reacquisition or repurchase rights held by the Company with respect to such
Awards will lapse (contingent upon the effectiveness of the Corporate Transaction). With respect to the vesting of Performance Awards
that will accelerate upon the occurrence of a Corporate Transaction pursuant to this subsection (ii) and that have multiple vesting
levels depending on the level of performance, unless otherwise provided in the Award Agreement, the vesting of such Performance Awards
will accelerate at 100% of the target level upon the occurrence of the Corporate Transaction. With respect to the vesting of Awards that
will accelerate upon the occurrence of a Corporate Transaction pursuant to this subsection (ii) and are settled in the form of a
cash payment, such cash payment will be made no later than 30 days following the occurrence of the Corporate Transaction.


 






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(iii) Awards
Held by Persons other than Current Participants. In the event of a Corporate Transaction in which the surviving
corporation or acquiring corporation (or its parent company) does not assume or continue such outstanding Awards or substitute similar
awards for such outstanding Awards, then with respect to Awards that have not been assumed, continued or substituted and that are held
by persons other than Current Participants, such Awards will terminate if not exercised (if applicable) prior to the occurrence of the
Corporate Transaction; provided, however, that any reacquisition or repurchase rights held by the Company with respect to such Awards
will not terminate and may continue to be exercised notwithstanding the Corporate Transaction.


 


(iv) Payment
for Awards in Lieu of Exercise. Notwithstanding the foregoing, in the event an Award will terminate if not exercised
prior to the effective time of a Corporate Transaction, the Board may provide, in its sole discretion, that the holder of such Award
may not exercise such Award but will receive a payment, in such form as may be determined by the Board, equal in value, at the effective
time, to the excess, if any, of (1) the value of the property the Participant would have received upon the exercise of the Award
(including, at the discretion of the Board, any unvested portion of such Award), over (2) any exercise price payable by such holder
in connection with such exercise. For clarity, this payment may be zero
($0) if the value of the property is equal to or less than the exercise price payable by the holder. Payments under this provision may
be delayed to the same extent that payment of consideration to the holders of the Company’s Common Stock in connection with the
Corporate Transaction is delayed as a result of escrows, earn outs, holdbacks or any other contingencies


 


(d) Appointment
of Stockholder Representative. As a condition to the receipt of an Award under this Plan, a Participant will be
deemed to have agreed that the Award will be subject to the terms of any agreement governing a Corporate Transaction involving the Company,
including, without limitation, a provision for the appointment of a stockholder representative that is authorized to act on the Participant’s
behalf with respect to any escrow, indemnities and any contingent consideration.


 


(e) No
Restriction on Right to Undertake Transactions. The grant of any Award under the Plan and the issuance of shares
pursuant to any Award does not affect or restrict in any way the right or power of the Company or the Stockholders of the Company to
make or authorize any adjustment, recapitalization, reorganization or other change in the Company’s capital structure or its business,
any merger or consolidation of the Company, any issue of stock or of options, rights or options to purchase stock or of bonds, debentures,
preferred or prior preference stocks whose rights are superior to or affect the Common Stock or the rights thereof or which are convertible
into or exchangeable for Common Stock, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of
its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.


 






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		8.	Administration.



 


(a) Administration
by Compensation Committee. The Compensation Committee of the Board will administer the Plan unless and until the
Board delegates administration of the Plan to a different Committee or Committees of the Board.


 


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


 


(i) To
determine from time to time (1) which of the persons eligible under the Plan will be granted Awards; (2) when and how each
Award will be granted; (3) what type or combination of types of Award will be granted; (4) the provisions of each Award granted
(which need not be identical), including the time or times when a person will be permitted to receive an issuance of Common Stock or
other payment pursuant to an Award; (5) the number of shares of Common Stock or cash equivalent with respect to which an Award will
be granted to each such person; and (6) 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 its administration.
The Committee, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan or in any Award Agreement,
in a manner and to the extent it deems necessary or expedient to make the Plan or Award fully effective.


 


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


 


(iv) To
accelerate the time at which an Award may first be exercised or the time during which an Award or any part thereof will vest, notwithstanding
the provisions in the Award Agreement stating the time at which it may first be exercised or the time during which it will vest.


 


(v) To
prohibit the exercise of any Option, SAR or other exercisable Award during a period of up to 30 days prior to the consummation of
any pending stock dividend, stock split, combination or exchange of shares, merger, consolidation or other distribution (other than normal
cash dividends) of Company assets to stockholders, or any other change affecting the shares of Common Stock or the share price of the
Common Stock including any Corporate Transaction, for reasons of administrative convenience.


 


(vi) 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 or Committee discretion; provided however, that, a Participant’s rights
under any Award will not be Materially Impaired by any such amendment unless (1) the Company requests the consent of the affected
Participant, and (2) such Participant consents in writing.


 


(vii) Generally,
to exercise such powers and to perform such acts as the Committee 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.


 






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(viii) To
adopt such procedures and sub-plans as are necessary or appropriate to permit and facilitate participation in the Plan by, or take advantage
of specific tax treatment for Awards granted to, 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, and Committee approval will
not be necessary for immaterial modifications to any Award Agreement, deemed necessary or desirable to ensure or facilitate compliance
with the laws of the relevant foreign jurisdiction).


 


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


 


(e) Cancellation
and Re-Grant of Awards. Neither the Board nor any Committee will have the authority to: (i) reduce the exercise
price or strike price of any outstanding Options or SARs under the Plan, or (ii) cancel any outstanding Options or SARs that have
an exercise price or strike price greater than the current Fair Market Value in exchange for cash or other Awards under the Plan, unless
the stockholders of the Company have approved such an action within twelve months prior to such an event.


 


(f) Delegation
to an Officer. The Committee may delegate to one 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 types of Awards) and, to the extent permitted by Applicable Law, the terms thereof, and (ii) determine the number of shares
of Common Stock to be subject to such Awards granted to such Employees; provided, however, that the resolutions or charter adopted by
the Board or any Committee evidencing 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 applicable form of Award Agreement most recently approved for use by the Committee, unless otherwise provided in the resolutions
approving the delegation authority. Notwithstanding anything to the contrary herein, neither the Board nor any Committee may delegate
to an Officer who is acting solely in the capacity of an Officer (and not also as a Director) the authority to determine the Fair Market
Value of shares of the Common Stock.


 


		9.	Tax
                                            Withholding



 


(a) Withholding
Authorization. As a condition to acceptance of any Award under the Plan, a Participant authorizes withholding from
payroll and any other amounts payable to such Participant, and otherwise agrees to make adequate provision for (including), any sums
required to satisfy any U.S. federal, state, local and/or foreign tax or social insurance contribution withholding obligations of the
Company or an Affiliate, if any, which arise in connection with the grant, exercise, vesting or settlement of such Award, as applicable.
Accordingly, a Participant may not be able to exercise an Award even though the Award is vested, and the Company shall have no obligation
to issue shares of Common Stock subject to an Award, unless and until such obligations are satisfied.


 


(b) Satisfaction
of Withholding Obligation. To the extent permitted by the terms of an Award Agreement, the Company may, in its sole
discretion, satisfy any U.S. federal, state, local and/or foreign tax or social insurance 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;
(v) by allowing a Participant to effectuate a “cashless exercise” pursuant to a program developed under Regulation T
as promulgated by the Federal Reserve Board, or (vi) by such other method as may be set forth in the Award Agreement.


 






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(c) No
Obligation to Notify or Minimize Taxes; No Liability to Claims. Except as required by Applicable Law the Company
has no duty or obligation to any Participant to advise such holder as to the time or manner of exercising such Award. Furthermore, the
Company has 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 and will not be liable to any holder of an Award for any adverse tax consequences to such holder in connection
with an Award. As a condition to accepting an Award under the Plan, each Participant (i) agrees to not make any claim against the
Company, or any of its Officers, Directors, Employees or Affiliates related to tax liabilities arising from such Award or other Company
compensation and (ii) acknowledges that such Participant was advised to consult with his or her own personal tax, financial and
other legal advisors regarding the tax consequences of the Award and has either done so or knowingly and voluntarily declined to do so.
Additionally, each Participant acknowledges any Option or SAR granted under the Plan is exempt from Section 409A only if the exercise
or strike price is at least equal to the “fair market value” of the Common Stock on the date of grant as determined by the
Internal Revenue Service and there is no other impermissible deferral of compensation associated with the Award. Additionally, as a condition
to accepting an Option or SAR granted under the Plan, each Participant agrees not make any claim against the Company, or any of its Officers,
Directors, Employees or Affiliates in the event that the Internal Revenue Service asserts that such exercise price or strike price is
less than the “fair market value” of the Common Stock on the date of grant as subsequently determined by the Internal Revenue
Service.


 


(d) Withholding
Indemnification. As a condition to accepting an Award under the Plan, in the event that the amount of the Company’s
and/or its Affiliate’s withholding obligation in connection with such Award was greater than the amount actually withheld by the
Company and/or its Affiliates, each Participant agrees to indemnify and hold the Company and/or its Affiliates harmless from any failure
by the Company and/or its Affiliates to withhold the proper amount.


 


		10.	Miscellaneous.



 


(a) 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.


 


(b) 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.


 


(c) 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 or the Committee, 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., Committee consents, Board consents, resolutions or minutes) documenting the corporate
action approving 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 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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(d) 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 such Award unless and until (i) such Participant has satisfied all requirements for exercise
of the Award pursuant to its terms, if applicable, and (ii) the issuance of the Common Stock subject to such Award is reflected
in the records of the Company.


 


(e) 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 affect the right of the Company or an Affiliate to terminate
at will and without regard to any future vesting opportunity that a Participant may have with respect to any Award (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 or foreign jurisdiction in which the Company
or the Affiliate is incorporated, as the case may be. Further, nothing in the Plan, any Award Agreement or any other instrument executed
thereunder or in connection with any Award will constitute any promise or commitment by the Company or an Affiliate regarding the fact
or nature of future positions, future work assignments, future compensation or any other term or condition of employment or service or
confer any right or benefit under the Award or the Plan unless such right or benefit has specifically accrued under the terms of the
Award Agreement and/or Plan.


 


(f) 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 may determine, to the extent permitted by Applicable Law,
to (i) 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 (ii) 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 or extended.


 


(g) Execution
of Additional Documents. As a condition to accepting an Award under the Plan, the Participant agrees to execute
any additional documents or instruments necessary or desirable, as determined in the Plan Administrator’s sole discretion,
to carry out the purposes or intent of the Award, or facilitate compliance with securities and/or other regulatory requirements, in each
case at the Plan Administrator’s request.


 


(h) 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 the Participant consents to receive documents by electronic delivery and to participate in the Plan through any
on-line electronic system established and maintained by the Plan Administrator or another third party selected by the Plan Administrator.
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.


 






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(i) 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 clawback
policy that the Company otherwise adopts, to the extent applicable and permissible under Applicable Law. 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 Participant’s right
to voluntary terminate employment upon a “resignation for good reason,” or for a “constructive termination” or
any similar term under any plan of or agreement with the Company.


 


(j) Securities
Law Compliance. A Participant will not be issued any shares in respect of an Award unless either (i) the shares
are registered under the Securities Act; or (ii) the Company has determined that such issuance would be exempt from the registration
requirements of the Securities Act. Each Award also must comply with other Applicable Law governing the Award, and a Participant will
not receive such shares if the Company determines that such receipt would not be in material compliance with Applicable Law.


 


(k) Transfer
or Assignment of Awards; Issued Shares. Except as expressly provided in the Plan or the form of Award Agreement,
Awards granted under the Plan may not be transferred or assigned by the Participant. After the vested shares subject to an Award have
been issued, or in the case of Restricted Stock and similar awards, after the issued shares have vested, the holder of such shares is
free to assign, hypothecate, donate, encumber or otherwise dispose of any interest in such shares provided that any such actions are
in compliance with the provisions herein, the terms of the Trading Policy and Applicable Law.


 


(l) Effect
on Other Employee Benefit Plans. The value of any Award granted under the Plan, as determined upon grant, vesting
or settlement, shall not be included as compensation, earnings, salaries, or other similar terms used when calculating any Participant’s
benefits under any employee benefit plan sponsored by the Company or any Affiliate, except as such plan otherwise expressly provides.
The Company expressly reserves its rights to amend, modify, or terminate any of the Company’s or any Affiliate’s employee
benefit plans.


 


(m) 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, and, to the extent not so exempt, in
compliance with the requirements of Section 409A. If the Board determines that any Award granted hereunder is not exempt from and
is therefore subject to Section 409A, 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 is a “specified employee”
for purposes of Section 409A, no distribution or payment of any amount that is due because of a “separation from service”
(as defined in Section 409A without regard to alternative definitions thereunder) will be issued or paid before the date that is
six months and one day 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,
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.


 






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(n) Choice
of Law. This Plan and any controversy arising out of or relating to this Plan shall be governed by, and construed in accordance with,
the internal laws of the State of Delaware without regard to conflict of law principles that would result in any application of any law
other than the law of the State of Delaware.


 


		11.	Covenants
                                            of the Company. COMPLIANCE
                                            WITH LAW.



 


The
Company will seek to obtain from each regulatory commission or agency, as may be deemed to be necessary, 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 or vesting 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 or advisable 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 or vesting of such Awards unless and until such authority is obtained. A Participant is not eligible for the
grant of an Award or the subsequent issuance of Common Stock pursuant to the Award if such grant or issuance would be in violation of
any Applicable Law.


 


		12.	Severability.



 


If
all or any part of the Plan or any Award Agreement is declared by any court or governmental authority to be unlawful or invalid, such
unlawfulness or invalidity shall not invalidate any portion of the Plan or such Award Agreement not declared to be unlawful or invalid.
Any Section of the Plan or any Award Agreement (or part of such a Section) so declared to be unlawful or invalid shall, if possible,
be construed in a manner which will give effect to the terms of such Section or part of a Section to the fullest extent possible while
remaining lawful and valid.


 


		13.	Amendment
                                            of Termination of the Plan.



 


(a) Termination.
The Board may suspend or terminate the Plan at any time. No Incentive Stock Options may be granted after the tenth anniversary of the
earlier of (i) the Adoption Date, or (ii) the Effective Date. No Awards may be granted under the Plan while the Plan is suspended
or after it is terminated.


 


(b) Amendment.
The Board, in its sole discretion, may amend the Plan in any respect the Board deems necessary or advisable; provided, however,
that Stockholder approval will be required for any amendment to the extent required by Applicable Law.


 


(c) Effect
on Prior Awards. No Participant’s rights under any Award granted before the amendment or termination of the Plan will be Materially
Impaired by any amendment, suspension, or termination of the Plan unless (1) the Company requests the consent of the affected Participant,
and (2) such Participant consents in writing, provided that such consent shall not be required if the Board determines, in
its sole and absolute discretion, that the amendment, suspension or termination: (a) is required or advisable in order for the Company,
the Plan or the Award to satisfy applicable law, to meet the requirements of any accounting standard or to avoid any adverse accounting
treatment, or (b) in connection with any transaction or event described in Section 7(c), is in the best interests of the Company
or its stockholders.


 






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		14.	Definitions.



 


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


 


(a) “Acquiring
Entity” means the surviving or acquiring corporation (or its parent company) in connection with a Corporate Transaction.


 


(b) “Adoption
Date” means the date the Plan is first approved by the Board or Compensation Committee.


 


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


 


(d) “Applicable
Law” means shall mean any applicable securities, federal, state, foreign, material local or municipal or other law, statute,
constitution, principle of common law, resolution, ordinance, code, edict, decree, rule, listing rule, regulation, judicial decision,
ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any
Governmental Body (including under the authority of any applicable self-regulating organization such as the Nasdaq Stock Market, New
York Stock Exchange, or the Financial Industry Regulatory Authority).


 


(e) “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 RSU Award, a SAR, a Performance Award or any Other Award).


 


(f) “Award
Agreement” means a written agreement between the Company and a Participant evidencing the terms and conditions of an Award.
The Award Agreement generally consists of the Grant Notice and the agreement containing the written summary of the general terms and
conditions applicable to the Award and which is provided to a Participant along with the Grant Notice.


 


(g) “Board”
means the Board of Directors of the Company (or its designee). Any decision or determination made by the Board shall be a decision or
determination that is made in the sole discretion of the Board (or its designee), and such decision or determination shall be final and
binding on all Participants.


 


(h) “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 Effective 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.


 


(i) “Cause”
has 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) the
commission of an act of fraud, embezzlement, theft or proven dishonesty, or any other illegal act or practice (whether or not resulting
in criminal prosecution or conviction), including theft or destruction of property of the Company or a subsidiary, or any other act or
practice which the Committee shall, in good faith, deem to have resulted in the recipient’s becoming unbondable under the Company
or any subsidiary’s fidelity bond; (ii) the willful engaging in misconduct which is deemed by the Committee, in good faith,
to be materially injurious to the Company or any subsidiary, monetarily or otherwise, including, but not limited to, improperly disclosing
trade secrets or other confidential or sensitive business information and data about the Company or any subsidiaries and competing with
the Company or any subsidiaries, or soliciting employees, consultants or customers of the Company or any subsidiaries in violation of
law or any employment or other agreement to which the recipient is a party; (iii) the continued failure or habitual neglect by a person
who is a Participant to perform his or her duties with the Company or any subsidiary; or (iv) other disregard of rules or policies of
the Company or any subsidiary, or conduct evidencing willful or wanton disregard of the interests of the Company or any subsidiary.


 






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


 


(k) “Committee”
means the Compensation Committee and any other committee of Directors to whom authority has been delegated by the Board or Compensation
Committee in accordance with the Plan.


 


(l) “Common
Stock” means the common stock of the Company.


 


(m) “Company”
means Blue Water Vaccines Inc., a Delaware corporation.


 


(n) “Compensation
Committee” means the Compensation Committee of the Board.


 


(o) “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.


 


(p) “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, Director or Consultant 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, such Participant’s Continuous Service will be considered to have
terminated on the date such Entity ceases to qualify as an Affiliate. For example, a change in status from an Employee of the Company
to a Consultant of an Affiliate or to a Director will not constitute an interruption of Continuous Service. 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. In addition, to the extent required for exemption from or compliance
with Section 409A, the determination of whether there has been a termination of Continuous Service will be made, and such term will
be construed, in a manner that is consistent with the definition of “separation from service” as defined under Treasury Regulation Section 1.409A-1(h)
(without regard to any alternative definition thereunder).


 






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(q) “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, provided, however, to the extent necessary to avoid adverse personal income tax consequences to the Participant
under Section 409A of the Code in connection with an Award, such transaction or series of transactions, also constitutes a Section 409A
Change in Control:


 


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


 


(ii) a
sale or other disposition of at least 50% 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.


 


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


 


(s) “determine”
or “determined” means as determined by the Board or the Committee (or its designee) in its sole
discretion.


 


(t) “Disability”
means, with respect to a Participant, such Participant is unable to engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for
a continuous period of not less than 12 months, as provided in Section 22(e)(3) 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. In making such a determination, the
Board may rely upon a determination by the Social Security Administration that the Participant is disable for purposes of eligibility
for Social Security disability benefits.


 


(u) “Effective
Date” means the IPO Date, provided this Plan is approved by the Company’s stockholders prior to the IPO Date.


 


(v) “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.


 


(w) “Employer”
means the Company or the Affiliate of the Company that employs the Participant.


 


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


 






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


 


(z) “Fair
Market Value” means, as of any date, unless otherwise determined by the Board, the value of the Common Stock (as determined
on a per share or aggregate basis, as applicable) 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 will be 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) 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.


 


(iii) In
the absence of such markets for the Common Stock, or if otherwise determined by the Board, 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.


 


(aa) “Governmental
Body” means any: (a) nation, state, commonwealth, province, territory, county, municipality, district or other jurisdiction
of any nature; (b) federal, state, local, municipal, foreign or other government; (c) governmental or regulatory body, or quasi-governmental
body of any nature (including any governmental division, department, administrative agency or bureau, commission, authority, instrumentality,
official, ministry, fund, foundation, center, organization, unit, body or Entity and any court or other tribunal, and for the avoidance
of doubt, any Tax authority) or other body exercising similar powers or authority; or (d) self-regulatory organization (including
the Nasdaq Stock Market, New York Stock Exchange, and the Financial Industry Regulatory Authority).


 


(bb) “Grant
Notice” means the notice provided to a Participant that he or she has been granted an Award under the Plan and which includes
the name of the Participant, the type of Award, the date of grant of the Award, number of shares of Common Stock subject to the Award
or potential cash payment right, (if any), the vesting schedule for the Award (if any) and other key terms applicable to the Award.


 


(cc) “Incentive
Stock Option” means an option granted pursuant to Section 4 of the Plan that is intended to be, and qualifies as,
an “incentive stock option” within the meaning of Section 422 of the Code.


 


(dd) “IPO
Date” means the date on which the Company completes an underwritten initial public offering of the Common Stock. 


 


(ee) “Materially
Impair” means any amendment to the terms of the Award that materially adversely affects the Participant’s rights
under the Award. A Participant’s rights under an Award will not be deemed to have been Materially 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. For example, the following types of amendments to the terms of an Award do not Materially Impair the Participant’s rights
under the Award: (i) imposition of reasonable restrictions on the minimum number of shares subject to an Option that may be exercised,
(ii) to maintain the qualified status of the Award as an Incentive Stock Option under Section 422 of the Code; (iii) to
change the terms of an Incentive Stock Option in a manner that disqualifies, impairs or otherwise affects the qualified status of the
Award as an Incentive Stock Option under Section 422 of the Code; (iv) to clarify the manner of exemption from, or to bring
the Award into compliance with or qualify it for an exemption from, Section 409A; or (v) to comply with other Applicable Laws.


 






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(ff) “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 S-K; or (ii) is otherwise considered a “non-employee
director” for purposes of Rule 16b-3.


 


(gg) “Nonstatutory
Stock Option” means any option granted pursuant to Section 4 of the Plan that does not qualify as an Incentive Stock
Option.


 


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


 


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


 


(jj) “Option
Agreement” means a written agreement between the Company and the Optionholder evidencing the terms and conditions of the
Option grant. The Option Agreement includes the Grant Notice for the Option and the agreement containing the written summary of the general
terms and conditions applicable to the Option and which is provided to a Participant along with the Grant Notice. Each Option Agreement
will be subject to the terms and conditions of the Plan.


 


(kk) “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.


 


(ll) “Other
Award” means an award based in whole or in part by reference to the Common Stock which is granted pursuant to the terms
and conditions of Section 6(e).


 


(mm) “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.


 


(nn) “Own,”
“Owned,” “Owner,” “Ownership” means that 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.


 


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


 


(pp) “Performance
Award” means a Restricted Stock Unit Award or other 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 5 pursuant to such terms as are approved by the Board or the Committee. In addition, to
the extent permitted by Applicable Law and set forth in the applicable Award Agreement, the Committee 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.


 






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(qq) “Performance
Criteria” means the one or more criteria that the Board or Committee 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 measure
of performance selected by the Board or Committee.


 


(rr) “Performance
Goals” means, for a Performance Period, the one or more goals established by the Board or Committee 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 or Committee 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 expensed under generally
accepted accounting principles; (11) to exclude the goodwill and intangible asset impairment charges that are required to be recorded
under generally accepted accounting principles; and (12) to exclude the effects of the timing of acceptance for review and/or approval
of submissions to the U.S. Food and Drug Administration or any other regulatory body. In addition, the Committee 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
Cash Award.


 


(ss) “Performance
Period” means the period of time selected by the Committee or 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 Committee or the Board.


 


(tt) “Plan”
means this Blue Water Vaccines Inc. 2021 Equity Incentive Plan.


 


(uu) “Plan Administrator”
means the person, persons, and/or third-party administrator designated by the Company to administer the day to day operations of the
Plan and the Company’s other equity incentive programs.


 


(vv) “Post-Termination
Exercise Period” means the period following termination of a Participant’s Continuous Service within which an Option
or SAR is exercisable, as specified in Section 4(g) or Section 5(g), as applicable.


 


(ww) “Prior
Plan Available Reserve” means the number of shares available for the grant of new awards under the Prior Plan as of the
date immediately prior to the Effective Date.


 


(xx) “Prior
Plan” mean the Blue Water Vaccines Inc. 2019 Equity Incentive Plan, as amended from time to time.


 






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


 


(zz) “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. The Restricted Stock Award Agreement includes the Grant Notice for the Restricted
Stock Award and the agreement containing the written summary of the general terms and conditions applicable to the Restricted Stock Award
and which is provided to a Participant along with the Grant Notice. Each Restricted Stock Award Agreement will be subject to the terms
and conditions of the Plan.


 


(aaa) “Returning
Shares” means shares subject to outstanding stock awards granted under the Prior Plan and that following the Effective
Date: (A) are not issued because such stock award or any portion thereof expires or otherwise terminates without all of the shares
covered by such stock award having been issued; (B) are not issued because such stock award or any portion thereof is settled in
cash; (C) are forfeited back to or repurchased by the Company because of the failure to meet a contingency or condition required
for the vesting of such shares; (D) are withheld or reacquired to satisfy the exercise, strike or purchase price; or (E) are
withheld or reacquired to satisfy a tax withholding obligation.


 


(bbb) “RSU
Award” or “RSU” means an Award of restricted stock units representing the right to receive
an issuance of shares of Common Stock which is granted pursuant to the terms and conditions of Section 6(b).


 


(ccc) “RSU
Award Agreement” means a written agreement between the Company and a holder of a RSU Award evidencing the terms and conditions
of a RSU Award grant. The RSU Award Agreement includes the Grant Notice for the RSU Award and the agreement containing the written summary
of the general terms and conditions applicable to the RSU Award and which is provided to a Participant along with the Grant Notice. Each
RSU Award Agreement will be subject to the terms and conditions of the Plan.


 


(ddd) “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.


 


(eee) “Rule 405”
means Rule 405 promulgated under the Securities Act.


 


(fff) “Section 409A”
means Section 409A of the Code and the regulations and other guidance thereunder.


 


(ggg) “Section 409A
Change in Control” means a change in the ownership or effective control of the Company, or in the ownership of a substantial
portion of the Company’s assets, as provided in Section 409A(a)(2)(A)(v) of the Code and Treasury Regulations Section 1.409A-3(i)(5)
(without regard to any alternative definition thereunder).


 






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


 


(iii) “Share
Reserve” means the number of shares available for issuance under the Plan as set forth in Section 2(a).


 


(jjj) “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.


 


(kkk) “SAR
Agreement” means a written agreement between the Company and a holder of a SAR evidencing the terms and conditions of a
SAR grant. The SAR Agreement includes the Grant Notice for the SAR and the agreement containing the written summary of the general terms
and conditions applicable to the SAR and which is provided to a Participant along with the Grant Notice. Each SAR Agreement will be subject
to the terms and conditions of the Plan.


 


(lll) “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%.


 


(mmm) “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 10% of the total combined voting power of all classes of stock of the Company or any Affiliate.


 


(nnn) “Trading
Policy” means the Company’s policy permitting certain individuals to sell Company shares only during certain “window”
periods and/or otherwise restricts the ability of certain individuals to transfer or encumber Company shares, as in effect from time
to time.


 


 


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