Exhibit 10.2


 


Free English translation – for information
purposes


 


 


 


Free Translation


 


This English version of the May 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.


 


MAY 2012 STOCK OPTION PLAN


 


MDxHealth SA


 





 



 





MDxHealth SA •
CHU, Tour 5 GIGA, Av. de l’Hôpital 11, B - 4000 Liège, Belgium

www. MDxHealth.com • Tel (32) 4.366.98.60 • Fax (32) 4.366.98.61

VAT BE 0479.292.440 RPM (Liège) • ING Bank 310-1801580-85


 




     


     

    


 


ARTICLE 1 –
PURPOSE OF THE PLAN


 


This May 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 directors, 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:


 


	
    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 be 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 l’Hôpital 11, CHU Tour 5 GIGA, B-4000 Liège, 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;



 






    2/11


     

    

 


	Date of Grant	The offer of the Stock Options to a Selected Participant;
	 	 
	Date of Issuance	The date on which the Stock Options will be issued, i.e. May 25, 2012; or in case of absence of the required quorum at the first extraordinary general meeting, June 25, 2012;
	 	 
	Date of Termination of the director’s mandate, 

the employment or consultancy agreement	The effective date of termination of the director’s mandate, the employment agreement, or as applicable, the consultancy agreement 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; or the termination of a director’s mandate immediately followed by the re-appointment of such director as Director the Company or a Subsidiary;
	 	 
	Director	A member of the Board of Directors of the Company or a Subsidiary;
	 	 
	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;
	 	 
	Extraordinary General Shareholders Meeting	The extraordinary general shareholders’ meeting held before a notary public at the occasion of which the Stock Options are issued by the Company;
	 	 







    3/11


     

    

 


	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 May 2012 Stock Option Plan;
	 	 
	Selected Consultant(s)	Consultant(s) selected to accept Stock Options under this Plan;
	 	 
	Selected Director(s)	Director(s) selected to accept Stock Options under this Plan;
	 	 
	Selected Employee(s)	Employee(s) selected to accept Stock Options under this Plan;
	 	 
	Selected Participant(s)	The Selected Directors, the Selected Employees and/or Selected Consultants to take up Stock Options under this Plan, it being understood that the Stock Options issued under this Plan shall mainly be offered to Selected Employees;
	 	 
	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;
	 	 







    4/11


     

    

 


	Vested Stock Options	Stock Options that have become definitely 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.


 


ARTICLE 3 –
TYPE AND NUMBER OF STOCK OPTIONS


 


		3.1	The total number of Stock Options issued under the Plan is 700,000 (seven hundred 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, 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



 


Except where the Board of Director decides otherwise, on a one to one
basis, the Selected Participant shall owe no Stock Option Price to the Company upon subscription to, or acceptance of, the Stock Options.


 






    5/11


     

    

 


		5.2	Exercise Price



 


The Exercice Price of a Stock Option shall be determined by the Board
of Directors of the Company on the Date of the Grant thereof, provided that, for each Selected Participant, the Exercise Price shall never
be less than the fractional value of the Shares and that, for each Selected Participant who is not a Selected Employee, the Exercise Price
shall not be lower than the higher of (i) the average price of the Shares on Euronext during the period of 30 days preceding the Date
of Issuance of the Stock Options and (ii) the average price of the Shares on Euronext during the period of 30 days preceding the Date
of Grant of the Stock Options.


 


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.


 


		5.3	Term (duration) of the Stock Options 



 


The duration of a Stock Option shall be ten (10) years as of their
Date of Issuance. However, the Board of Directors shall have the right to shorten this term.


 


		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 be 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.


 






    6/11


     

    

 


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



 


The vesting schedule of a Stock Option, i.e. the dates and conditions
upon which it shall become a Vested Stock Option, shall be as set forth in this Plan, except where, for Stock Options granted to Selected
Participants in any capacity other than the capacity of Selected Directors, the Board of Directors determines otherwise and, for Stock
Options granted to Selected Participants in their capacity of Selected Directors, the general shareholders’ meeting determines otherwise.


 


		7.1.1	General vesting mechanism of the Stock Options



 


Unless otherwise determined by the Board of Directors, the Stock Options
subscribed to by a Selected Participant in any capacity other than the capacity of Selected Director 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 of the Date of Grant, as follows:


 


		-	on the first anniversary date of the Date of Grant: 25%;



 


		-	during the second year from the Date of Grant: maximum 25%, i.e. maximum 50% in total over the
first two years after the Date of Grant;



 


		-	during the third year from the Date of Grant: maximum 25%, i.e. maximum 75% in total over the first
three years after the Date of Grant;



 


		-	as from the fourth year from the Date of Grant: 25%, i.e. maximum 100% in total over the first
four years after the Date of Grant.



 


During the second, the third, and the fourth years after the date of
Grant, the Stock Options subscribed to by a Selected Participant in any capacity other than that of Selected Director 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 Grant, a maximum of 37.5% of the Stock Options granted to a Selected Participant
could be Vested Stock Options.


 


Except where the general shareholders’ meeting decides otherwise,
at each of the annual shareholders’ meeting of respectively 2012, 2013 and 2014, 6,000 Stock Options will be offered to each person
or entity who will be a non executive Director of the Company on the date of such meeting. The Stock Options thus granted to such a (non
executive) Selected Director shall all vest, i.e. become Vested Stock Options, on the date of the annual shareholders’ meeting
that takes place in the calendar year following the calendar year where the Stock Options were granted, provided that on the date preceding
the date of the former annual shareholders’ meeting the mandate of such (non executive) Selected Director has not terminated (without
prejudice to section 7.1.3 below).


 


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.


 






    7/11


     

    

 


		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 or Directors, 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 or Directors, the moment where such Stock Options became Vested Stock Options.


 


		7.1.3	Consequences of termination of a director’s mandate, an employment agreement or a 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 Directors, the director’s mandate of a Selected Director is terminated for other reasons than for breach of
his duties as a Director, (ii) with respect to Employees, the employment agreement of a Selected Employee is terminated for other reason
than for serious cause, or (iii) with respect to Consultants, the consultancy agreement of the Selected Consultant is terminated for other
reasons than breach of said agreement, in each such case the Selected Participant may exercise all his Stock Options that have become
Vested Stock Options at the Date of Termination of the director’s mandate, the employment agreement or, as applicable, the 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 director’s mandate, the employment agreement or, as applicable, the consultancy agreement, and (ii) with
respect to Selected Participants not qualifying as Executives, within a period of one (1) year as from the Date of Termination of the
director’s mandate, employment agreement or, as applicable, the consultancy agreement.


 


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 director’s mandate, the employment agreement or, as applicable, the consultancy agreement automatically
lapse and become null and void.


 


Upon termination of a Selected Director’s mandate for breach
of his duties as a Director, a Selected Employee’s employment agreement for serious cause or, a Selected Consultant’s consultancy
agreement for breach of said agreement, all Stock Options shall, unless stipulated otherwise by the Board of Directors, whether vested
or not, will automatically become definitely unexercisable as from the Date of Termination of the Director’s mandate, the employment
agreement or as applicable, the 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 director’s mandate, the employment agreement, or as applicable, the 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.


 






    8/11


     

    

 


		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.



 


		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.



 






    9/11


     

    

 


		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 Board of Directors, until the time the underlying Stock Options would have become exercisable in accordance
with the Plan.


 


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.


 






    10/11


     

    

 


		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 Liège.


 


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.


 


 


11/11