Exhibit 10.1


 


Free English translation — for information
purposes Final - March 14, 2012


 





 


Free Translation


 


This English version of the March 2012 Stock Option
Plan of MDxHealth SA is a free translation of the original French version. In case of discrepancies between the original French version
and this English version, the original French version shall prevail.


 


MARCH 2012 STOCK OPTION PLAN


 


MDxHealth SA


 






     


     


    

 


Free English translation
— for information purposes Final - March 14, 2012

 


Article 1 - Purpose
of the Plan


 


This March 2012 Stock Option Plan (the “Plan”)
describes the general conditions of the Stock Options that the Company issued to the Selected Participants.


 


The aim of the Plan is to realize the following
corporate and human resources goals:


 


		(i)	to encourage and motivate the Selected Participants;



 


		(ii)	to enable the Company and its Subsidiaries to attract and retain employees and consultants with the required
experience and skills;



 


		(iii)	to link the interests of the Selected Participants closer to the interests of the shareholders of the
Company by giving them the opportunity to share in the increase of the value of the Company.



 


Article 2 - Definitions
and interpretation


 


The following terms shall have the following meaning
for the purpose of the Plan:


 


	
    Acceptance
	The subscription to the Stock Options by the Selected Participant at the occasion of the issuance of the Stock Options;
	 	 
	Beneficiary	With respect to a natural person, a person validly designated by the Selected Participant, being either his/her spouse or legal heirs, in order to exercise the rights of the Selected Participant under the Plan after the death of the Selected Participant. Designation, revocation and re-designation of a Beneficiary must be done in writing in accordance with the applicable law. In the absence of any valid designation, the heirs of the Selected Participant in accordance with the applicable law of inheritance shall he deemed to be the Beneficiary. In the event that there are several heirs, all heirs acting jointly or one person designated by all heirs acting jointly shall be deemed to be the Beneficiary;
	 	 
	Board of Directors	The board of directors of the Company;
	 	 
	Company	MDxHealth SA, a company established under Belgian law, having its registered office at Avenue de 1‘Hôpital 11, CHU Tour 5 GIGA, B-400() Liege, Belgium, registered with the register of legal persons under number 0479.292.440;
	 	 
	Consultant	Any person or legal entity that is not an employee of the Company or a Subsidiary and that is performing services for the Company or a Subsidiary;
	 	 
	Control	The possibility de facto or de jure to exercise a decisive influence over the appointment of the majority of the members of the Board of Directors or the general orientation of the Company, as determined in Article 5 and following of the Belgian Company Code;
	 	 
	Date of Grant	March 15, 2012;
	 	 
	Date of Termination of the employment or consultancy agreement	The effective date of termination of the employment agreement, or as applicable. consultancy agreement for whatever reason, with the exception of a termination of a consultancy agreement immediately followed by the signing of a new employment or consultancy agreement with the Company or a Subsidiary; a termination of an employment agreement immediately followed by the signing of a new employment or consultancy agreement with the Company or a Subsidiary;



 






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purposes Final - March 14, 2012


 


	Employee	An individual having an employment agreement of an indefinite term with the Company or a Subsidiary:
	 	 
	Executive	Any person responsible for the general management of the Company in the sense of Article 96, §3 in fine of the Belgian Company Code, i.e. Dr. Jan Groen, Mr. Joseph Sollee, and Mr. Christopher Thibodeau;
	 	 
	Exercise Period	The period during which the Selected Participant can exercise the Stock Options granted to him/her, provided and to the extent that the Stock Options are exercisable in accordance with the conditions set forth in the Plan and in any other arrangement that may exist between the Selected Participant and the Company;
	 	 
	Exercise Price	The price at which each Share subject to a Stock Option may be acquired/subscribed to upon the exercise of that Stock Option;
	 	 
	Notification	A letter sent to the official domicile or registered office of the addressee by means of (i) a courier with notice of receipt or (ii) a registered letter. The date of the Notification is: (i) the date of signing for receipt or. in the absence thereof, (ii) the postmarked date of the registered letter;
	 	 
	Plan	The present March 2012 Stock Option Plan:
	 	 
	Reference Date	will have the meaning as set forth in Article 7.1.1. of this Plan;
	 	 
	Selected Participant(s)	The Employees (mainly) or Consultants selected to take up Stock Options under this Plan:
	 	 
	Shares	The shares of the Company having the same rights and advantages as the existing ordinary shares of the Company;
	 	 
	Stock Option	A warrant issued by the Company entitling the Selected Participant to acquire/subscribe to a Share pursuant to the Plan during a certain period at a certain price:
	 	 
	Stock Option Price	The price, if any, which the Selected Participant owes to the Company for the acquisition of the Stock Option itself;
	 	 
	Subsidiary	Any company or organization which is directly or indirectly under the Control of the Company;
	 	 
	Take-Over	The official notification by the FSMA of a take-over bid within the meaning of Article 3 § 1, 1° of the Act of April 1st, 2007 on takeover bids (or within the meaning of any other subsequent legislation replacing, amending or completing the foregoing);
	 	 
	Transfer - Transferring	Any transaction under living persons which has as its purpose the sale, purchase, granting or taking of options, exchange. waiver, contribution to a company, transfer in any manner whether or not for consideration, the giving of payment or pledge. or the acceptance of payment or pledge, or generally any agreement which has as its object an immediate or future transfer of title;
	 	 
	Vested Stock Options	Stock Options that have become definitively acquired by the Selected Participant in accordance with the conditions set forth in the Plan, without prejudice to the possibility that the Stock Options become void in cases where they are not exercised or can no longer be exercised pursuant to certain conditions.


 


Except insofar as the context otherwise requires.
(i) words denoting the singular shall include the plural and vice versa and (ii) words denoting the masculine gender shall include the
feminine gender and vice versa.


 






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purposes Final - March 14, 2012


 


Article 3 - Type and
number of Stock Options


 


		3.1	The total number of Stock Options issued under the
Plan is 195,000 (hundred ninety-five thousand).



 


		3.2	Each Stock Option shall entitle a Selected Participant
to acquire one (1) Share. which shall have the same rights and obligations as the outstanding shares of the Company.



 


The Shares issued at the occasion of
the exercise of the Stock Options shall be entitled to a share of the profit of the Company as of and for the full accounting year in
which they are issued.


 


A Share shall represent the same fraction
of the capital of the Company as the other outstanding shares of the Company.


 


Dividends paid for the Shares shall
not benefit from the reduced withholding tax rate of 21%, i.e. the so-called “VVPR” status.


 


Article 4 - Administration


 


The Board of Directors shall administer the Plan.
The Board of Directors shall have the possibility to delegate its powers or certain of its powers to certain persons of the management
and/or to certain committees that may be established by the Board of Directors, in compliance with the Belgian Company Code and the Company’s
Charter of Corporate Governance.


 


Subject to the provisions of the Plan and in as
far as the decisions are in line with the purpose of the Plan, the Board of Directors is entitled to determine, define and interpret all
rules, regulations or other measures required or desirable for the administration of the Plan.


 


Article 5 - Conditions
of the Stock Options 


 


		5.1	Stock Option Price



 


The Selected Participant shall owe no
Stock Option Price to the Company upon subscription to the Stock Options.


 


		5.2	Exercise Price



 


The Exercise Price shall be equal to
the average of the closing prices of the Share of the Company as quoted on Euronext Brussels during the thirty (30) day period preceding
the issuance of the Stock Options, being EUR 1.72 per Stock Option.


 


The Exercise Price as determined in
accordance with the above paragraph shall in any event never be less than the fractional value of the Shares.


 


Upon exercise of a Stock Option, the
Exercise Price must be booked as capital up to an amount equal to the fractional value of the existing shares of the Company. The remainder
must be booked as an issuance premium, that shall represent, to the same extent as the capital, a guarantee for third parties, and shall
be booked on an unavailable account that can only be decreased or booked away by a decision of the general shareholders’ meeting
deciding in the same way as for a modification of the bylaws.


 






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purposes Final - March 14, 2012


 


		5.3	Term (duration) of the Stock Options



 


The duration of a Stock Option shall
be ten (10) years as of the date of the Acceptance.


 


		5.4	Registered nature



 


The Stock Options are and shall remain
registered, and shall be entered in the register of warrant holders that shall be held at the registered office of the Company. The Stock
Options may not be converted into bearer Stock Options. The Company shall deliver to each Selected Participant and Beneficiary, free of
charge, a certificate confirming that he/she is duly registered in the register of warrant holders as owner of the Stock Options held
by him/her.


 


		5.5	Rights as a shareholder



 


The Selected Participant (in his/her
capacity as holder of a Stock Option) is not a shareholder of the Company, nor shall he/she have any rights or privileges, which as a
rule belong to a shareholder of the Company, as long as the Stock Options have not been exercised.


 


Article 6 - Transfer
of the Stock Options


 


		6.1	Decease



 


In case the holder of a Stock Option
is a natural person, the following will apply: in the event of the decease of a Selected Participant, all Stock Options (including the
Vested Stock Options at the time of decease) shall he transferred to the Beneficiary of the Selected Participant and shall be (or remain
as far as the Vested Stock Options are concerned) exercisable at the time and under the terms established in this Plan.


 


		6.2	Transferability of the Stock Options



 


Except for the transfer contemplated
under Article 6.1 above, the Stock Options cannot be Transferred by a Selected Participant once they have been granted to a Selected Participant.


 


Article 7 - Exercise
of the Stock Options


 


Stock Options can only be exercised
during an Exercise Period (as specified in Article 7.2 below) provided and to the extent that they have become Vested Stock Options and
have become exercisable (in accordance with Article 7.1 below) prior to or during a certain Exercise Period.


 


		7.1	Vesting and exercisability of the Stock Options



 






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		7.1.1	General vesting mechanism of the Stock Options



 


The Stock Options subscribed to by a
Selected Participant shall vest. i.e. become Vested Stock Options, in installments of twenty-five percent (25%) per year during
a period of four (4) years as from: (i) generally, December 7. 2011, or (ii) with respect to the Stock Options subscribed to by Elisabeth
Davis, Andrea Sura, Kenneth Kami, William D. McClure and Elisabeth Laderman, the date on which they started performing their services
as Employee with the relevant Subsidiary, (iii) or with respect to Miriam E. Reyes, for two-thirds of her Stock Options grant, the date
on which she started performing her services as Employee with the relevant Subsidiary (June 1, 2011) and as regards one third of her Stock
Options grant. December 7, 2011, (all such dates, the “Reference Date”) as follows:


 


		●	During the first year: maximum 25%;



 


		●	During the second year from the Reference Date: maximum 25%, i.e. 50% in total;



 


		●	During the third year from the Reference Date:: maximum 25%, i.e. 75% in total;



 


		●	As from the fourth year from the Reference Date: maximum 25%, i.e. 100% in total.



 


During the second, the third, and the
fourth calendar year, the Stock Options subscribed to by a Selected Participant shall vest on a quarterly basis, i.e. for an amount
that bears the same proportion to the maximum amount of Stock Options that can vest during that period as the number of (full) quarters
that have passed during said given period bears to the total number of quarters of that period. For example, one year and seven months
after the date of the Acceptance, a maximum of 37.5% of the Stock Options granted to a Selected Participant could be Vested Stock Options.


 


If the above computation results in
a number of Vested Stock Options with figures after the comma, the number of Vested Stock Options obtained by applying the above-mentioned
percentages shall be rounded down.


 


Notwithstanding the foregoing, all Stock
Options subscribed for by a Selected Participant shall automatically vest (if not yet vested) and become Vested Stock Options in the event
of a Take-Over.


 


		7.1.2	Exercisability of the Stock Options



 


The Selected Participants are allowed
to exercise any Vested Stock Options during any Exercise Period as of and from, (i) with respect to Selected Participants qualifying as
Executives, the third anniversary of the Date of Grant (the start of the fourth year) and (ii) with respect to Selected Participants not
qualifying as Executives, the moment where such Stock Options became Vested Stock Options.


 


For example, Executives will be able
to exercise their Vested Stock Options as of March 15, 2015.


 


		7.1.3	Consequences of termination of the employment or consultancy agreement



 


Without prejudice to the provisions
of the following paragraphs and unless lawfully otherwise stipulated by the Board of Directors or the Chief Executive Officer (Managing
Director) of the Company, when (i) with respect to Employees, the employment agreement of a Selected Participant is terminated for other
reason than for serious cause, or (ii) with respect to Consultants, the consultancy agreement of the Selected Participant is terminated
for other reasons than breach of said agreement, the Selected Participant may exercise all his Stock Options that would have become Vested
Stock Options at the Date of Termination of the employment or consultancy agreement, at the times and in accordance with the conditions
set forth in the Plan. (i) with respect to Selected Participants qualifying as Executives, within a period expiring the later of (a) the
fourth anniversary of the Date of Grant and (b) one (1) year as from the Date of Termination of the employment or consultancy agreement.
and (ii) with respect to Selected Participants not qualifying as Executives one (1) year as from the Dale of Termination of the employment
or consultancy agreement.


 






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purposes Final - March 14, 2012


 


The Vested Stock Options that are not
exercised within the period referred to in the previous paragraph shall automatically lapse and become null and void. The Stock Options
that have not become Vested Stock Options at the Date of Termination of the employment or consultancy agreement automatically lapse and
become null and void.


 


Upon termination of (i) with respect
to Employees, a Selected Participant’s employment agreement for serious cause, or (ii) with respect to Consultants, a Selected Participant’s
consultancy agreement for breach of said agreement, all Stock Options shall, unless stipulated otherwise by the Board of Directors, whether
vested or not, automatically become definitely unexercisable as from the Date of Termination of the employment or consultancy agreement.


 


		7.1.4	Consequences of legal retirement, disability or serious disease



 


In case the holder of a Stock Option
is a natural person, the following will apply: in the event of termination of the employment agreement. or as applicable, consultancy
agreement of the Selected Participant as a consequence of legal retirement, disability or serious disease, the (at that time) Vested Stock
Options shall remain exercisable for the remaining term of the Stock Options pursuant to the terms and conditions set forth in the Plan.


 


		7.2	Exercise Period



 


Vested Stock Options can only be exercised
during the following periods: during the term of the Stock Options, between March 1 and March 31 and between September 1 and September
30. Each Exercise Period shall close on the last banking day of the particular Exercise Period.


 


The Board of Directors may, however,
in its absolute discretion, provide for additional Exercise Periods and do so notably in case of a Take-Over (i.e. in case all
Stock Options automatically vest in accordance with 7.1.1 in fine above).


 


		7.3	Partial exercise



 


A Selected Participant may exercise
all or part of his/her Vested Stock Options. However, it is not possible to exercise a Stock Option with respect to fractions of Shares.


 


		7.4	Exercise procedure



 


A Stock Option shall be deemed to have
been exercised upon receipt by the Company, at the latest on the last banking day of the Exercise Period, of:


 


		(i)	A Notification signed by the Selected Participant and stating that a Stock Option or a specified number
of Stock Options is exercised.



 


		(ii)	Evidence of complete payment of the Exercise Price, within thirty (30) calendar days following the last
banking day of the Exercise Period in which the Stock Options were exercised. for the number of Shares as indicated in the Notification
provided sub (i), by bank transfer to a blocked account of the Company whose number is communicated by the Company.



 


		(iii)	In the event that a Stock Option is exercised by a person or persons other than the Selected Participant,
suitable proof of the right of this person or these persons to exercise the Stock Option.



 


		(iv)	Any and all statements and documents, which the Board of Directors deems desirable or necessary in order
to comply with all applicable legal and regulatory provisions, and the submission of which the Board of Directors consequently requests.



 






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purposes Final - March 14, 2012


 


		7.5	Conditions for the issuance of Shares



 


		7.5.1	The Company shall only be obliged to issue the Shares
as a result of the exercise of the Stock Options, by registration in the Company’s share register or any other manner prescribed
by the Belgian Company Code, after all of the preceding conditions set forth in Article 7.4 have been fulfilled and following the completion
of the capital increase mentioned below.



 


		7.5.2	The Board of Directors, or two members thereof,
shall, in accordance with Article 591 of the Company Code (or any other provision having the same purport), have the capital increase,
resulting from the exercise of the Stock Options, and the fully paid in Shares thus subscribed for, acted before a notary public within
60 days after the closing of the Exercise Period in which the Stock Options were exercised.



 


		7.5.3	If the Company is at that time listed on a regulated
or public market, the Company shall make application to the stock exchange in question for such Shares to be admitted for listing.



 


		7.5.4	The Company may at its discretion postpone the delivery
of the Shares, if this is necessary in order to comply with the applicable regulations or provisions of whatever nature, including but
not limited to public offer, registration and other obligations with respect to the Shares of the Company, as the Company deems appropriate.



 


Article 8 - Change in
the capital structure of the Company — Exercise of the Stock Options by virtue of Law 


 


		8.1	Change in the capital structure of the Company



 


Contrary to Article 501 of the Belgian
Company Code, the Company explicitly reserves the right to take all possible decisions and to enter into all possible transactions that
may have an impact on its capital, on the distribution of profits or on the distribution of liquidation proceeds or that may otherwise
affect the rights of the Selected Participants.


 


Should the rights of the Selected Participant
be affected by such decision or transaction, then the Selected Participant shall not be entitled to a change of the Exercise Price, a
change of the exercise conditions or any other form of (financial or other) compensation, unless such a decision or transaction would
have as its main purpose to prejudice the rights of the holders of the Stock Options.


 


In case of a merger, de-merger or stock
split of the Company, the rights of the outstanding Stock Options and/or Exercise Price of the Stock Options shall be adapted in accordance
with the conversion ratios applied on the occasion of the merger, de-merger or stock split to the other shareholders.


 


		8.2	Exercise of the Stock Options by virtue of Law



 


If a Stock Option which is not exercisable
or which cannot be exercised pursuant to the issuance conditions (as determined in this Plan) becomes prematurely exercisable on the basis
of Article 501 of the Company Code and is also exercised pursuant to said Article, the Shares obtained by exercising the Stock Option
shall not be transferable, unless explicitly agreed upon by the Company, until the time the underlying Stock Options would have become
exercisable in accordance with the Plan.


 






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purposes Final - March 14, 2012


 


Article 9 - Miscellaneous



 


		9.1	Taxes and Social Security



 


The Company or a Subsidiary shall be
entitled, in accordance with the applicable law or practice, to withhold from any cash payment made to a Selected Participant, and/or
the Selected Participant shall be obliged to pay to the Company or to a Subsidiary (if requested for by the Company or a Subsidiary),
the amount of any tax and/or social security contributions, if any, attributable to or payable in connection with the grant, vesting or
exercise of any Stock Options or attributable to or payable in connection with the delivery of the Shares.


 


The Company or a Subsidiary shall also
be entitled, in accordance with the applicable law or practice, to make the necessary reporting, required as a result of the grant of
Stock Options, their vesting, their exercisability or the delivery of the Shares.


 


		9.2	Costs



 


Stamp duties and other similar duties
or taxes levied upon exercise of the Stock Options and/or the delivery of the new Shares shall be borne by the Selected Participant.


 


Costs related to the capital increase
that shall take place upon the exercise of the Stock Options shall be borne by the Company.


 


		9.3	Applicable law and Competent Courts



 


Belgian law governs the Plan. Disputes
shall fall under the exclusive jurisdiction of the Courts of Liege.


 


Stock Options subscribed to in the framework
of this Plan shall be governed by and construed in accordance with the Laws of Belgium.


 


		9.4	Notifications



 


Each Notification to a Selected Participant
shall be made to the address mentioned in the register of warrantholders. Each Notification to the Company, a Subsidiary or the Board
of Directors shall be validly made to the address of the registered office of the Company. Address changes must be communicated in accordance
with this provision.


 


		9.5	Relation to employment or consultancy agreement



 


Notwithstanding any provision of the
Plan, the rights and obligations of a Selected Participant as determined under the terms of his/her employment agreement, or as applicable,
consultancy agreement with the Company or any Subsidiary shall not be affected by his/her participation in the Plan or by any right that
he/she may have to participate therein. A Selected Participant who subscribes to Stock Options pursuant to the Plan shall have no rights
to compensation or damages in consequence of the termination of his/her employment agreement or, as applicable, consultancy agreement
with the Company or the Subsidiary for any reason whatsoever, insofar as those rights arise or may arise from the termination of the rights
which he/she would have or of the claims which he/she could make relating to the exercise of the Stock Options under the Plan as a result
of the termination of such employment agreement, or as applicable, consultancy agreement or from the loss or reduction in value of the
rights or advantages.


 


 


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