Unassociated Document


    
      Exhibit 10.22  2008 Stock
Incentive Plan

      


      BIO-BRIDGE
SCIENCE, INC.

      2008
Stock Incentive Plan

      


      


      ARTICLE
ONE

      


      GENERAL
PROVISIONS

      


      I.  PURPOSE
OF THE PLAN

      


      This 2008
Stock Incentive Plan is intended to promote the interests of Bio-Bridge Science,
Inc. (the "Corporation") by providing eligible persons with the opportunity to
acquire a proprietary interest, or otherwise increase their proprietary
interest, in the Corporation as an incentive for them to remain in the Service
of the Corporation.  Capitalized terms shall have the meanings
assigned to them in the attached Appendix.

      


      II.  STRUCTURE
OF THE PLAN

      


      A.  The
Plan shall be divided into two separate equity programs:

      


      
        
          	
                	
                  l 

                	
                  the
      Discretionary Option Grant Program under which eligible persons may, at
      the discretion of the Plan Administrator, be granted options to purchase
      shares of Common Stock and stock appreciation rights;
  and

                


        

      

      


      
        
          	
                	
                  l 

                	
                  the
      Stock Issuance Program under which eligible persons may, at the discretion
      of the Plan Administrator, be issued shares of Common Stock directly,
      either through the immediate purchase of such shares or as a bonus for
      services rendered the Corporation (or any Parent or
      Subsidiary).

                


        

      

      


      B.  The
provisions of Articles One and Four shall apply to all equity programs under the
Plan and shall govern the interests of all persons under the Plan.

      


      III.  ADMINISTRATION
OF THE PLAN

      


      A.  The
Plan shall be administered by the Board or one or more committees appointed by
the Board, provided that (1) beginning with the Section 12 Registration Date,
the Primary Committee shall have sole and exclusive authority to administer the
Plan with respect to Section 16 Insiders, and (2) administration of the Plan may
otherwise, at the Board's discretion, be vested in the Primary Committee or a
Secondary Committee.  Beginning with the Section 12 Registration Date,
any discretionary option grants or stock issuances to members of the Primary
Committee must be authorized and approved by a disinterested majority of the
Board.

      


      B.  Members
of the Primary Committee or any Secondary Committee shall serve for such period
of time as the Board may determine and may be removed by the Board at any
time.  The Board may also at any time terminate the functions of any
Secondary Committee and reassume all powers and authority previously delegated
to such committee.

      


      C.  Each
Plan Administrator shall, within the scope of its administrative functions under
the Plan, have full power and authority (subject to the provisions of the Plan)
to establish such rules and regulations as it may deem appropriate for proper
administration of the Discretionary Option Grant and Stock Issuance Programs and
to make such determinations under, and issue such interpretations of, the
provisions of such programs and any outstanding options or stock issuances
thereunder as it may deem necessary or advisable.  Decisions of the
Plan Administrator within the scope of its administrative functions under the
Plan shall be final and binding on all parties who have an interest in the
Discretionary Option Grant and Stock Issuance Programs under its jurisdiction or
any option or stock issuance thereunder.

      


      D.  Service
on the Primary Committee or the Secondary Committee shall constitute service as
a Board member, and members of each such committee shall accordingly be entitled
to full indemnification and reimbursement as Board members for their service on
such committee.  No member of the Primary Committee or the Secondary
Committee shall be liable for any act or omission made in good faith with
respect to the Plan or any option grants or stock issuances under the
Plan.

      


      IV.  ELIGIBILITY

      


      A.  The
persons eligible to participate in the Discretionary Option Grant and Stock
Issuance Programs are as follows:

      


      (i)  Employees,

      


      (ii)  non-employee
members of the Board or the board of directors of any Parent or Subsidiary,
and

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      (iii)  consultants
and other independent advisors who provide services to the Corporation (or any
Parent or Subsidiary).

      


      B.  Each
Plan Administrator shall, within the scope of its administrative jurisdiction
under the Plan, have full authority to determine: (i) with respect to the option
grants or stock appreciation rights under the Discretionary Option Grant
Program, which eligible persons are to receive grants, the time or times when
such grants are to be made, the number of shares to be covered by each such
grant, the status of a granted option as either an Incentive Option or a
Non-Statutory Option, the time or times when each option is to become
exercisable, the vesting schedule (if any) applicable to the option shares and
the maximum term for which the option is to remain outstanding; and (ii) with
respect to stock issuances under the Stock Issuance Program, which eligible
persons are to receive stock issuances, the time or times when such issuances
are to be made, the number of shares to be issued to each Participant, the
vesting schedule (if any) applicable to the issued shares and the consideration
for such shares.

      


      C.  The
Plan Administrator shall have the absolute discretion either to grant options or
stock appreciation rights in accordance with the Discretionary Option Grant
Program or to effect stock issuances in accordance with the Stock Issuance
Program.

      


      V.  STOCK
SUBJECT TO THE PLAN

      


      A.  The
stock issuable under the Plan shall be shares of authorized but unissued or
reacquired Common Stock, including shares repurchased by the Corporation on the
open market.  The maximum number of shares of Common Stock initially
reserved for issuance over the term of the Plan shall not exceed 4,000,000
shares.

      


      B.  Shares
of Common Stock subject to outstanding options shall be available for subsequent
issuance under the Plan to the extent (i) those options expire or terminate for
any reason prior to exercise in full or (ii) the options are cancelled in
accordance with the cancellation-regrant provisions of Article
Two.  Unvested shares issued under the Plan and subsequently cancelled
or repurchased by the Corporation at the original exercise or issue price paid
per share, pursuant to the Corporation's repurchase rights under the Plan, shall
be added back to the number of shares of Common Stock reserved for issuance
under the Plan and shall accordingly be available for reissuance through one or
more subsequent option grants or direct stock issuances under the
Plan.  In addition, should the exercise price of an option under the
Plan be paid with shares of Common Stock or should shares of Common Stock
otherwise issuable under the Plan be withheld by the Corporation in satisfaction
of the withholding taxes incurred in connection with the exercise of an option
or the vesting of a stock issuance under the Plan, then the number of shares of
Common Stock available for issuance under the Plan shall be reduced only by the
net number of shares of Common Stock issued to the holder of such option or
stock issuance, and not by the gross number of shares for which the option is
exercised or which vest under the stock issuance.  However, shares of
Common Stock underlying one or more stock appreciation rights exercised under
Section V of Article Two of the Plan shall not be available for subsequent
issuance under the Plan.

      


      C.  If
any change is made to the Common Stock by reason of any stock split, stock
dividend, recapitalization, combination of shares, exchange of shares or other
change affecting the outstanding Common Stock as a class without the
Corporation's receipt of consideration, appropriate adjustments shall be made
to: (i) the maximum number and/or class of securities issuable under the Plan;
(ii) the number and/or class of securities for which any one person may be
granted stock options and direct stock issuances under this Plan per calendar
year; and (iii) the number and/or class of securities and the exercise price per
share in effect under each outstanding option under the Plan.  Such
adjustments to the outstanding options are to be effected in a manner which
shall preclude the enlargement or dilution of rights and benefits under such
options.  The adjustments determined by the Plan Administrator shall
be final, binding and conclusive.

      


      ARTICLE
TWO

      


      DISCRETIONARY
OPTION GRANT PROGRAM

      


      I.  OPTION
TERMS

      


      Each
option shall be evidenced by one or more documents in the form approved by the
Plan Administrator; provided, however, that each such document shall comply with
the terms specified below.  Each document evidencing an Incentive
Option shall, in addition, be subject to the provisions of the Plan applicable
to such option.

      


      A.  EXERCISE
PRICE.

      


      1.  The
exercise price per share shall be fixed by the Plan Administrator but shall not
be less than eighty-five percent (85%) of the Fair Market Value per share of
Common Stock on the option grant date, except that the exercise price shall not
be less than one hundred ten percent (110%) of the Fair Market Value per share
of Common Stock on the option grant date in the case of any person who owns
stock possessing more than ten percent (10%) of the total combined voting power
of all classes of stock of the Corporation or its parent or subsidiary
corporations.

      


      
        
           

        

        
          2

          
            

          

        

        
           

        

      

       

      2.  The
exercise price shall become immediately due upon exercise of the option and may,
subject to the provisions of Section I of Article Four and the documents
evidencing the option, be payable in one or more of the forms specified
below:

      


      (i)  cash
or check made payable to the Corporation,

      


      (ii)  with
respect to the exercise of options after the Section 12 Registration Date,
shares of Common Stock held for the requisite period necessary to avoid a charge
to the Corporation's earnings for financial reporting purposes and valued at
Fair Market Value on the Exercise Date, or

      


      (iii)  with
respect to the exercise of options for vested shares after the Section 12
Registration Date and to the extent the sale complies with all applicable laws
relating to the regulation and sale of securities, through a special sale and
remittance procedure pursuant to which the Optionee shall concurrently provide
irrevocable written instructions to: (a) a Corporation-designated brokerage firm
to effect the immediate sale of the purchased shares and remit to the
Corporation, out of the sale proceeds available on the settlement date,
sufficient funds to cover the aggregate exercise price payable for the purchased
shares plus all applicable Federal, state and local income and employment taxes
required to be withheld by the Corporation by reason of such exercise; and (b)
the Corporation to deliver the certificates for the purchased shares directly to
such brokerage firm in order to complete the sale.

      


      Except to
the extent such sale and remittance procedure is utilized, payment of the
exercise price for the purchased shares must be made on the Exercise
Date.

      


      B.  EXERCISE
AND TERM OF OPTIONS.  Each option shall be exercisable at such time or
times, during such period and for such number of shares as shall be determined
by the Plan Administrator and set forth in the documents evidencing the
option.  However, no option shall have a term in excess of ten (10)
years measured from the option grant date.

      


      C.  EFFECT
OF TERMINATION OF SERVICE.

      


      1.  The
following provisions shall govern the exercise of any options held by the
Optionee at the time of cessation of Service or death:

      


      (i)  Any
option outstanding at the time of the Optionee's cessation of Service for any
reason shall remain exercisable for such period of time thereafter as shall be
determined by the Plan Administrator and set forth in the documents evidencing
the option.

      


      (ii)  Any
option held by the Optionee at the time of death and exercisable in whole or in
part at that time may be subsequently exercised by the personal representative
of the Optionee's estate or by the person or persons to whom the option is
transferred pursuant to the Optionee's will or in accordance with the laws of
descent and distribution of by the Optionee's designated beneficiary or
beneficiaries of that option.

      


      (iii)  Should
the Optionee's Service be terminated for Misconduct or should the Optionee
otherwise engage in Misconduct while holding one or more outstanding options
under this Article Two, then all those options shall terminate immediately and
cease to be outstanding.

      


      (iv)  During
the applicable post-Service exercise period, the option may not be exercised in
the aggregate for more than the number of vested shares for which the option is
exercisable on the date of the Optionee's cessation of Service.  Upon
the expiration of the applicable exercise period or (if earlier) upon the
expiration of the option term, the option shall terminate and cease to be
outstanding for any vested shares for which the option has not been
exercised.  However, the option shall, immediately upon the Optionee's
cessation of Service, terminate and cease to be outstanding to the extent the
option is not otherwise at that time exercisable for vested shares.

      


      2.  The
Plan Administrator shall have complete discretion, either at the time an option
is granted or at any time while the option remains outstanding, to:

      


      (i)  extend
the period of time for which the option is to remain exercisable following the
Optionee's cessation of Service from the limited exercise period otherwise in
effect for that option to such greater period of time as the Plan Administrator
shall deem appropriate, but in no event beyond the expiration of the option
term, and/or

      


      (ii)  permit
the option to be exercised, during the applicable post-Service exercise period,
not only with respect to the number of vested shares of Common Stock for which
such option is exercisable at the time of the Optionee's cessation of Service
but also with respect to one or more additional installments in which the
Optionee would have vested had the Optionee continued in Service.

      


      D.  NO
STOCKHOLDER RIGHTS.  The holder of an option shall have no stockholder
rights with respect to the shares subject to the option until such person shall
have exercised the option, paid the exercise price and become a holder of record
of the purchased shares.

       

      
        
           

        

        
          3

          
            

          

        

        
           

        

      

       

      E.  REPURCHASE
RIGHTS.  The Plan Administrator shall have the discretion to grant
options which are exercisable for unvested shares of Common
Stock.  Should the Optionee cease Service while holding such unvested
shares, the Corporation shall have the right to repurchase, at the exercise
price paid per share, any or all of those unvested shares.  The terms
upon which such repurchase right shall be exercisable (including the period and
procedure for exercise and the appropriate vesting schedule for the purchased
shares) shall be established by the Plan Administrator and set forth in the
document evidencing such repurchase right.

      


      F.  LIMITED
TRANSFERABILITY OF OPTIONS.  During the lifetime of the Optionee,
Incentive Options shall be exercisable only by the Optionee and shall not be
assignable or transferable other than by will or by the laws of descent and
distribution following the Optionee's death.  Non-Statutory Options
shall be subject to the same limitation, except that a Non-Statutory Option may
be assigned in whole or in part during Optionee's lifetime to one or more
members of the Optionee's Immediate Family or to a trust established for the
exclusive benefit of one or more family members or the Optionee's former spouse,
to the extent such assignment is in connection with Optionee's estate plan or
pursuant to a domestic relations order.  The assigned portion shall be
exercisable only by the person or persons who acquire a proprietary interest in
the option pursuant to such assignment.  The terms applicable to the
assigned portion shall be the same as those in effect for this option
immediately prior to such assignment and shall be set forth in such documents
issued to the assignee as the Plan Administrator may deem
appropriate.  Notwithstanding the foregoing, the Optionee may also
designate one or more persons as the beneficiary or beneficiaries of his or her
outstanding options under this Article Two, and those options shall, in
accordance with such designation, automatically be transferred to such
beneficiary or beneficiaries upon the Optionee's death while holding those
options.  Such beneficiary or beneficiaries shall take the transferred
option subject to all the terms and conditions of this Agreement, including
(without limitation) the limited time period during which the option may be
exercised following the Optionee's death.

      


      II.  INCENTIVE
OPTIONS

      


      The terms
specified below shall be applicable to all Incentive Options.  Except
as modified by the provisions of this Section II, all the provisions of Articles
One, Two and Four shall be applicable to Incentive Options.  Options
which are specifically designated as Non-Statutory Options when issued under the
Plan shall NOT be subject to the terms of this Section II.

      


      A.  ELIGIBILITY.  Incentive
Options may only be granted to Employees.

      


      B.  EXERCISE
PRICE.  The exercise price per share shall not be less than one
hundred percent (100%) of the Fair Market Value per share of Common Stock on the
option grant date.

      


      C.  DOLLAR
LIMITATION.  The aggregate Fair Market Value of the shares of Common
Stock (determined as of the respective date or dates of grant) for which one or
more options granted to any Employee under the Plan (or any other option plan of
the Corporation or any Parent or Subsidiary) may for the first time become
exercisable as Incentive Options during any one calendar year shall not exceed
the sum of One Hundred Thousand Dollars ($100,000).  To the extent the
Employee holds two (2) or more such options which become exercisable for the
first time in the same calendar year, the foregoing limitation on the
exercisability of such options as Incentive Options shall be applied on the
basis of the order in which such options are granted.

      


      D.  FAILURE
TO QUALIFY AS INCENTIVE OPTION.  To the extent that any option
governed by this Plan does not qualify as an Incentive Option by reason of the
dollar limitation described in Section II.C of Article Two or for any other
reason, such option shall be exercisable as a Non-Statutory Option under the
Federal tax laws.

      


      E.  10%
STOCKHOLDER.  If any Employee to whom an Incentive Option is granted
is a 10% Stockholder, then the exercise price per share shall not be less than
one hundred ten percent (110%) of the Fair Market Value per share of Common
Stock on the option grant date, and the option term shall not exceed five (5)
years measured from the option grant date.

      


      III.  CANCELLATION
AND REGRANT OF OPTIONS

      


      The Plan
Administrator shall have the authority to effect, at any time and from time to
time, with the consent of the affected option holders, the cancellation of any
or all outstanding options under the Discretionary Option Grant Program and to
grant in substitution new options covering the same or different number of
shares of Common Stock but with an exercise price per share based on the Fair
Market Value per share of Common Stock on the new grant date.

      


      IV.  CHANGE
IN CONTROL/HOSTILE TAKE-OVER

      


      A.  No
option outstanding at the time of a Change in Control shall become exercisable
on an accelerated basis if and to the extent: (i) that option is, in connection
with the Change in Control, assumed by the successor corporation (or parent
thereof) or otherwise continued in full force and effect pursuant to the terms
of the Change in Control transaction, (ii) such option is replaced with a cash
incentive program of the successor corporation which preserves the spread
existing at the time of the Change in Control on the shares of Common Stock for
which the option is not otherwise at that time exercisable and provides for
subsequent payout in accordance with the same exercise/vesting schedule
applicable to those option shares or (iii) the acceleration of such option is
subject to other limitations imposed by the Plan Administrator at the time of
the option grant. However, if none of the foregoing conditions are satisfied,
then each option outstanding at the time of the Change in Control but not
otherwise exercisable for all the shares of Common Stock at that time subject to
such option shall automatically accelerate so that each such option shall,
immediately prior to the effective date of the Change in Control, become
exercisable for all the shares of Common Stock at the time subject to such
option and may be exercised for any or all of those shares as fully vested
shares of Common Stock.

       

      
        
           

        

        
          4

          
            

          

        

        
           

        

      

       

      B.  All
of the Corporation's outstanding repurchase rights under the Discretionary
Option Grant Program shall also terminate automatically, and the shares of
Common Stock subject to those terminated rights shall immediately vest in full,
in the event of any Change in Control, except to the extent: (i) those
repurchase rights are assigned to the successor corporation (or parent thereof)
or otherwise continued in full force and effect pursuant to the terms of the
Change in Control transaction or (ii) such accelerated vesting is precluded by
other limitations imposed by the Plan Administrator at the time the repurchase
right is issued.

      


      C.  Immediately
following the consummation of the Change in Control, all outstanding options
shall terminate and cease to be outstanding, except to the extent assumed by the
successor corporation (or parent thereof) or otherwise expressly continued in
full force and effect pursuant to the terms of the Change in Control
transaction.

      


      D.  Each
option which is assumed in connection with a Change in Control or otherwise
continued in effect shall be appropriately adjusted, immediately after such
Change in Control, to apply to the number and class of securities which would
have been issuable to the Optionee in consummation of such Change in Control had
the option been exercised immediately prior to such Change in Control.
Appropriate adjustments to reflect such Change in Control shall also be made to:
(i) the exercise price payable per share under each outstanding option, provided
the aggregate exercise price payable for such securities shall remain the same;
(ii) the maximum number and/or class of securities available for issuance over
the remaining term of the Plan; and (iii) the maximum number and/or class of
securities for which any one person may be granted options, separately
exercisable stock appreciation rights and direct stock issuances or share right
awards under the Plan per calendar year.  To the extent the actual
holders of the Corporation's outstanding Common Stock receive cash consideration
for their Common Stock in consummation of the Change in Control transaction, the
successor corporation may, in connection with the assumption of the outstanding
options under the Discretionary Option Grant Program, substitute one or more
shares of its own common stock with a fair market value equivalent to the cash
consideration paid per share of Common Stock in such Change in Control
transaction.

      


      E.  The
Plan Administrator shall have the discretionary authority to structure one or
more outstanding options under the Discretionary Option Grant Program so that
those options shall, immediately prior to the effective date of a Change in
Control, become exercisable for all the shares of Common Stock at that time
subject to such options on an accelerated basis and may be exercised for any or
all of such shares as fully vested shares of Common Stock, whether or not those
options are to be assumed or otherwise continued in full force and effect
pursuant to the express terms of the Change in Control
transaction.  In addition, the Plan Administrator shall have the
discretionary authority to structure one or more of the Corporation's repurchase
rights under the Discretionary Option Grant Program so that those rights shall
immediately terminate at the time of such Change in Control and shall not be
assignable to the successor corporation (or parent thereof), and the shares
subject to those terminated rights shall accordingly vest in full at the time of
such Change in Control.

      


      F.  The
Plan Administrator shall have full power and authority to structure one or more
outstanding options under the Discretionary Option Grant Program so that those
options shall vest and become exercisable for all the shares of Common Stock at
that time subject to such options on an accelerated basis in the event the
Optionee's Service is subsequently terminated by reason of an Involuntary
Termination within a designated period (not to exceed eighteen (18) months)
following the effective date of any Change in Control in which those options do
not otherwise accelerate. Any options so accelerated shall remain exercisable
for fully vested shares of Common Stock until the  expiration or
sooner termination of the option term.  In addition, the Plan
Administrator may structure one or more of the Corporation's repurchase rights
under the Discretionary Option Grant Program so that those rights shall
immediately terminate with respect to any shares of Common Stock held by the
Optionee at the time of his or her Involuntary Termination, and the shares
subject to those terminated repurchase rights shall accordingly vest in full at
that time.

      


      G.  The
Plan Administrator shall have the discretionary authority to structure one or
more outstanding options under the Discretionary Option Grant Program so that
those options shall, immediately prior to the effective date of a Hostile
Take-Over, vest and become exercisable for all the shares of Common Stock at
that time subject to such options on an accelerated basis and may be exercised
for any or all of such shares as fully vested shares of Common Stock. In
addition, the Plan Administrator shall have the discretionary authority to
structure one or more of the Corporation's repurchase rights under the
Discretionary Option Grant Program so that those rights shall terminate
automatically upon the consummation of such Hostile Take-Over, and the shares
subject to those terminated rights shall thereupon immediately vest in full.
Alternatively, the Plan Administrator may condition the automatic acceleration
of one or more outstanding options under the Discretionary Option Grant Program
and the termination of one or more of the Corporation's outstanding repurchase
rights under such program upon the Involuntary Termination of the Optionee's
Service within a designated period (not to exceed eighteen (18) months)
following the effective date of such Hostile Take-Over. Each option so
accelerated shall remain exercisable for fully vested shares of Common Stock
until the expiration or sooner termination of the option term.

      


      H.  The
portion of any Incentive Option accelerated in connection with a Change in
Control or Hostile Take-Over shall remain exercisable as an Incentive Option
only to the extent the applicable One Hundred Thousand Dollar ($100,000)
limitation is not exceeded. To the extent such dollar limitation is exceeded,
the accelerated portion of such option shall be exercisable as a Non-Statutory
Option under the Federal tax laws.

       

      
        
           

        

        
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      I.  The
grant of options under the Discretionary Option Grant Program shall in no way
affect the right of the Corporation to adjust, reclassify, reorganize or
otherwise change its capital or business structure or to merge, consolidate,
dissolve, liquidate or sell or transfer all or any part of its business or
assets.

      


      V.  STOCK
APPRECIATION RIGHTS

      


      The Plan
Administrator may, subject to such conditions as it may determine, grant to
selected Optionee's stock appreciation rights which will allow the holders of
those rights to elect between the exercise of the underlying option for shares
of Common Stock and the surrender of that option in exchange for a distribution
from the Corporation in an amount equal to the excess of: (A) the Option
Surrender Value of the number of shares for which the option is surrendered;
over (B) the aggregate exercise price payable for such shares.  The
distribution may be made in shares of Common Stock valued at Fair Market Value
on the option surrender date, in cash, or partly in shares and partly in cash,
as the Plan Administrator shall in its sole discretion deem
appropriate.

      


      ARTICLE
THREE

      


      STOCK
ISSUANCE PROGRAM

      


      I.  STOCK
ISSUANCES

      


      Shares of
Common Stock may be issued under the Stock Issuance Program through direct and
immediate issuances without any intervening option grants.  Each such
stock issuance shall be evidenced by a Stock Issuance Agreement which complies
with the terms specified below.

      


      II.  STOCK
ISSUANCE TERMS

      


      A.  PURCHASE
PRICE.

      


      1.  The
purchase price per share shall be fixed by the Plan Administrator, but shall not
be less than eighty-five percent (85%) of the Fair Market Value per share of
Common Stock on the issuance date, except that the exercise price shall not be
less than one hundred percent (100%) of the Fair Market Value per share of
Common Stock on the issuance date in the case of any person who owns stock
possessing more than ten percent (10%) of the total combined voting power of all
classes of stock of the Corporation or its parent or subsidiary
corporations.

      


      2.  Subject
to the provisions of Section I of Article Four, shares of Common Stock may be
issued under the Stock Issuance Program for any of the following items of
consideration which the Plan Administrator may deem appropriate in each
individual instance:

      


      (i)  cash
or check made payable to the Corporation, or

      


      (ii)  past
services rendered to the Corporation (or any Parent or Subsidiary).

      


      B.  VESTING
PROVISIONS.

      


      1.  Shares
of Common Stock issued under the Stock Issuance Program may, in the discretion
of the Plan Administrator, be fully and immediately vested upon issuance or may
vest in one or more installments over the Participant's period of Service or
upon attainment of specified performance objectives.  The elements of
the vesting schedule applicable to any unvested shares of Common Stock issued
under the Stock Issuance Program shall be determined by the Plan Administrator
and incorporated into the Stock Issuance Agreement.  Shares of Common
Stock may also be issued under the Stock Issuance Program pursuant to share
right awards which entitle the recipients to receive those shares upon the
attainment of designated performance goals.  Upon the attainment of
such performance goals, fully vested shares of Common Stock shall be issued upon
satisfaction of those share right awards.

      


      2.  Any
new, substituted or additional securities or other property (including money
paid other than as a regular cash dividend) which the Participant may have the
right to receive with respect to the Participant's unvested shares of Common
Stock by reason of any stock dividend, stock split, recapitalization,
combination of shares, exchange of shares or other change affecting the
outstanding Common Stock as a class without the Corporation's receipt of
consideration shall be issued subject to: (i) the same vesting requirements
applicable to the Participant's unvested shares of Common Stock; and (ii) such
escrow arrangements as the Plan Administrator shall deem
appropriate.

      


      3.  The
Participant shall have full stockholder rights with respect to any shares of
Common Stock issued to the Participant under the Stock Issuance Program, whether
or not the Participant's interest in those shares is
vested.  Accordingly, the Participant shall have the right to vote
such shares and to receive any regular cash dividends paid on such
shares.

       

      
        
           

        

        
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      4.  Should
the Participant cease to remain in Service while holding one or more unvested
shares of Common Stock issued under the Stock Issuance Program or should the
performance objectives not be attained with respect to one or more such unvested
shares of Common Stock, then those shares shall be immediately surrendered to
the Corporation for cancellation, and the Participant shall have no further
stockholder rights with respect to those shares.  To the extent the
surrendered shares were previously issued to the Participant for consideration
paid in cash or cash equivalent (including the Participant's purchase-money
indebtedness), the Corporation shall repay to the Participant the cash
consideration paid for the surrendered shares and shall cancel the unpaid
principal balance of any outstanding purchase-money note of the Participant
attributable to the surrendered shares.

      


      5.  The
Plan Administrator may in its discretion waive the surrender and cancellation of
one or more unvested shares of Common Stock which would otherwise occur upon the
cessation of the Participant's Service or the non-attainment of the performance
objectives applicable to those shares.  Such waiver shall result in
the immediate vesting of the Participant's interest in the shares as to which
the waiver applies.  Such waiver may be effected at any time, whether
before or after the Participant's cessation of Service or the attainment or
non-attainment of the applicable performance objectives.

      


      6.  Outstanding
share right awards under the Stock Issuance Program shall automatically
terminate, and no shares of Common Stock shall actually be issued in
satisfaction of those awards, if the performance goals or Service requirements
established for such awards are not attained.  The Plan Administrator,
however, shall have the discretionary authority to issue shares of Common Stock
under one or more outstanding share right awards as to which the designated
performance goals or Service requirements have not been attained.

      


      III.  CHANGE
IN CONTROL/HOSTILE TAKE-OVER

      


      A.  All
of the Corporation's outstanding repurchase rights under the Stock Issuance
Program shall terminate automatically, and all the shares of Common Stock
subject to those terminated rights shall immediately vest in full, in the event
of any Change in Control, except to the extent (i) those repurchase rights are
assigned to the successor corporation (or parent thereof) or otherwise continued
in full force and effect pursuant to the express terms of the Change in Control
transaction or (ii) such accelerated vesting is precluded by other limitations
imposed in the Stock Issuance Agreement.

      


      B.  The
Plan Administrator shall have the discretionary authority to structure one or
more of the Corporation's repurchase rights under the Stock Issuance Program so
that those rights shall automatically terminate in whole or in part upon the
occurrence of a Change in Control and shall not be assignable to the successor
corporation (or parent thereof), and the shares of Common Stock subject to those
terminated rights shall immediately vest in full at the time of such Change in
Control.

      


      C.  The
Plan Administrator shall also have the discretionary authority to structure one
or more of the Corporation's repurchase rights under the Stock Issuance Program
so that those rights shall automatically terminate in whole or in part, and the
shares of Common Stock subject to those terminated rights shall immediately vest
in full, upon the Involuntary Termination of the Participant's Service within a
designated period (not to exceed eighteen (18) months) following the effective
date of any Change in Control in which those repurchase rights do not otherwise
terminate.

      


      D.  The
Plan Administrator shall also have the discretionary authority to structure one
or more of the Corporation's repurchase rights under the Stock Issuance Program
so that those rights shall automatically terminate in whole or in part upon the
occurrence of a Hostile Take-Over, and the shares of Common Stock subject to
those terminated rights shall immediately vest in full at the time of such
Hostile Take-Over.

      


      ARTICLE
FOUR

      MISCELLANEOUS

      


      I.  FINANCING

      


      The Plan
Administrator may permit any Optionee or Participant to pay the option exercise
price under the Discretionary Option Grant Program or the purchase price of
shares issued under the Stock Issuance Program by delivering a full-recourse,
interest bearing promissory note payable in one or more
installments.  The terms of any such promissory note (including the
interest rate and the terms of repayment) shall be established by the Plan
Administrator in its sole discretion.  In no event may the maximum
credit available to the Optionee or Participant exceed the sum of (i) the
aggregate option exercise price or purchase price payable for the purchased
shares plus (ii) any Federal, state and local income and employment tax
liability incurred by the Optionee or the Participant in connection with the
option exercise or share purchase.

      


      II.  SHARE
ESCROW/LEGENDS

      


      Unvested
shares issued under the Plan may, in the Plan Administrator's discretion, be
held in escrow by the Corporation until the Participant's interest in such
shares vests or may be issued directly to the Participant with restrictive
legends on the certificates evidencing those unvested shares.

       

      
        
           

        

        
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      III.  VESTING

      


      Notwithstanding
any other provision of this Plan, the vesting schedule imposed with respect to
any option grant, share issuance or the lapse of any repurchase right shall not
result in the Optionee or Participant vesting or a repurchase right lapsing at a
rate of less than 20% per year for five years from the date of the option grant
or share issuance.

      
 

      IV.  TAX
WITHHOLDING

      


      A.  The
Corporation's obligation to deliver shares of Common Stock upon the exercise of
options or the issuance or vesting of such shares under the Plan shall be
subject to the satisfaction of all applicable Federal, state and local income
and employment tax withholding requirements.

      


      B.  The
Plan Administrator may, in its discretion, provide any or all holders of
Non-Statutory Options or unvested shares of Common Stock under the Plan with the
right to use shares of Common Stock in satisfaction of all or part of the Taxes
incurred by such holders in connection with the exercise of their options or the
vesting of their shares.  Such right may be provided to any such
holder in either or both of the following formats:

      


      1.  Stock
Withholding:  The election to have the Corporation withhold, from the
shares of Common Stock otherwise issuable upon the exercise of such
Non-Statutory Option or the vesting of such shares, a portion of those shares
with an aggregate Fair Market Value equal to the amount of the Taxes (not to
exceed one hundred percent (100%) of such Taxes) to be satisfied in such manner
as designated by the holder in writing; or

      


      2.  Stock
Delivery: The election to deliver to the Corporation, at the time the
Non-Statutory Option is exercised or the shares vest, one or more shares of
Common Stock previously acquired by such holder (other than in connection with
the option exercise or share vesting triggering the Taxes) with an aggregate
Fair Market Value equal to the amount of the Taxes (not to exceed one hundred
percent (100%) of such Taxes) to be satisfied in such manner as designated by
the holder in writing.

      


      V.  EFFECTIVE
DATE AND TERM OF THE PLAN

      


      A.  The
Plan shall become effective immediately upon the Plan Effective
Date.  Options may be granted under the Discretionary Option Grant at
any time on or after the Plan Effective Date.  However, no options
granted under the Plan may be exercised, and no shares shall be issued under the
Plan, until the Plan is approved by the Corporation's
stockholders.  If such stockholder approval is not obtained within
twelve (12) months after the Plan Effective Date, then all options previously
granted under this Plan shall terminate and cease to be outstanding, and no
further options shall be granted and no shares shall be issued under the
Plan.

      


      B.  The
Plan shall terminate upon the EARLIEST of (i) the tenth anniversary of the Plan
Effective Date, (ii) the date on which all shares available for issuance under
the Plan shall have been issued as fully-vested shares or (iii) the termination
of all outstanding options in connection with a Change in
Control.  Upon such plan termination, all outstanding option grants
and unvested stock issuances shall thereafter continue to have force and effect
in accordance with the provisions of the documents evidencing such grants or
issuances.

      


      VI.  AMENDMENT
OF THE PLAN

      


      A.  The
Board shall have complete and exclusive power and authority to amend or modify
the Plan in any or all respects.  However, no such amendment or
modification shall adversely affect the rights and obligations with respect to
stock options or unvested stock issuances at the time outstanding under the Plan
unless the Optionee or the Participant consents to such amendment or
modification.  In addition, certain amendments may require stockholder
approval pursuant to applicable laws or regulations.

      


      B.  Options
to purchase shares of Common Stock may be granted under the Discretionary Option
Grant Program and shares of Common Stock may be issued under the Stock Issuance
Program that are in each instance in excess of the number of shares then
available for issuance under the Plan, provided any excess shares actually
issued under those programs shall be held in escrow until there is obtained any
required approval of an amendment sufficiently increasing the number of shares
of Common Stock available for issuance under the Plan.  If such
approval is not obtained within twelve (12) months after the date the first such
excess issuances are made, then (i) any unexercised options granted on the basis
of such excess shares shall terminate and cease to be outstanding and (ii) the
Corporation shall promptly refund to the Optionees and the Participants the
exercise or purchase price paid for any excess shares issued under the Plan and
held in escrow, together with interest (at the applicable Short Term Federal
Rate) for the period the shares were held in escrow, and such shares shall
thereupon be automatically cancelled and cease to be outstanding.

      


      VII.  USE
OF PROCEEDS

      


      Any cash
proceeds received by the Corporation from the sale of shares of Common Stock
under the Plan shall be used for general corporate purposes.

       

      
        
           

        

        
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      VIII.  REGULATORY
APPROVALS

      


      A.  The
implementation of the Plan, the granting of any stock option under the Plan and
the issuance of any shares of Common Stock (i) upon the exercise of any granted
option or (ii) under the Stock Issuance Program shall be subject to the
Corporation's procurement of all approvals and permits required by regulatory
authorities having jurisdiction over the Plan, the stock options granted under
it and the shares of Common Stock issued pursuant to it.

      


      B.  No
shares of Common Stock or other assets shall be issued or delivered under the
Plan unless and until there shall have been compliance with all applicable
requirements of Federal and state securities laws, including the filing and
effectiveness of the Form S-8 registration statement for the shares of Common
Stock issuable under the Plan, and all applicable listing requirements of any
Stock Exchange (or a Nasdaq market or the Over-the-Counter Bulletin Board, as
applicable) on which Common Stock is then listed for trading.

      


      IX.  NO
EMPLOYMENT/SERVICE RIGHTS

      


      Nothing
in the Plan shall confer upon the Optionee or the Participant any right to
continue in Service for any period of specific duration or interfere with or
otherwise restrict in any way the rights of the Corporation (or any Parent or
Subsidiary employing or retaining such person) or of the Optionee or the
Participant, which rights are hereby expressly reserved by each, to terminate
such person's Service at any time for any reason, with or without
cause.

      


      X.  FINANCIAL
REPORTS

      


      The
Corporation shall deliver a balance and an income statement at least annually to
each individual holding an outstanding option under the Plan, unless such
individual is a key Employee whose duties in connection with the Corporation (or
any Parent or Subsidiary) assure such individual access to equivalent
information.

      


      


      REMAINDER
OF THIS PAGE INTENTIONALLY LEFT BLANK

      


      
        
           

        

        
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      APPENDIX

      


      The
following definitions shall be in effect under the Plan:

      


      A.  BOARD
shall mean the Corporation's Board of Directors.

      


      B.  CHANGE
IN CONTROL shall mean a change in ownership or control of the Corporation
effected through any of the following transactions:

      


      (i)  a
stockholder-approved merger or consolidation in which securities possessing more
than fifty percent (50%) of the total combined voting power of the Corporation's
outstanding securities are transferred to a person or persons different from the
persons holding those securities immediately prior to such
transaction;

      


      (ii)  a
sale, transfer or other disposition of all or substantially all of the
Corporation's assets; or

      


      (iii)  the
acquisition, directly or indirectly by any person or related group of persons
(other than the Corporation or a person that directly or indirectly controls, is
controlled by, or is under common control with, the Corporation), of beneficial
ownership (within the meaning of Rule 13d-3 of the 1934 Act) of securities
possessing more than fifty percent (50%) of the total combined voting power of
the Corporation's outstanding securities pursuant to a tender or exchange offer
made directly to the Corporation's stockholders which the Board recommends such
stockholders accept.

      


      C.  CODE
shall mean the Internal Revenue Code of 1986, as amended.

      


      D.  COMMON
STOCK shall mean the Corporation's common stock.

      


      E.  CORPORATION
shall mean Bio-Bridge Science, Inc., a Delaware corporation, and its
successors.

      


      F.  DISCRETIONARY
OPTION GRANT PROGRAM shall mean the discretionary option grant program in effect
under the Plan.

      


      G.  EMPLOYEE
shall mean an individual who is in the employ of the Corporation (or any Parent
or Subsidiary), subject to the control and direction of the employer entity as
to both the work to be performed and the manner and method of
performance.

      


      H.  EXERCISE
DATE shall mean the date on which the Corporation shall have received written
notice of the option exercise.

      


      I.  FAIR
MARKET VALUE per share of Common Stock on any relevant date shall be determined
in accordance with the following provisions:

      


      (i)  If
the Common Stock is at the time traded on any Nasdaq market, national quotation
system, or bulletin board, then the Fair Market Value shall be deemed equal to
the closing selling price per share of Common Stock on the date in question, as
such price is reported on thereon.  If there is no closing selling
price for the Common Stock on the date in question, then the Fair Market Value
shall be the closing selling price on the last preceding date for which such
quotation exists.

      


      (ii)  If
the Common Stock is at the time listed on any Stock Exchange, then the Fair
Market Value shall be deemed equal to the closing selling price per share of
Common Stock on the date in question on the Stock Exchange determined by the
Plan Administrator to be the primary market for the Common Stock, as such price
is officially quoted in the composite tape of transactions on such
exchange.  If there is no closing selling price for the Common Stock
on the date in question, then the Fair Market Value shall be the closing selling
price on the last preceding date for which such quotation exists.

      


      (iii)  If
the Common Stock can not be determined pursuant to the foregoing sections, then
the Fair Market Value shall be determined by the Plan Administrator after taking
into account such factors as the Plan Administrator shall deem
appropriate.

      


      J.  HOSTILE
TAKE-OVER shall mean:

      


      (i)  the
acquisition, directly or indirectly, by any person or related group of persons
(other than the Corporation or a person that directly or indirectly controls, is
controlled by, or is under common control with, the Corporation) of beneficial
ownership (within the meaning of Rule 13d-3 of the 1934 Act) of securities
possessing more than fifty percent (50%) of the total combined voting power of
the Corporation's outstanding securities pursuant to a tender or exchange offer
made directly to the Corporation's stockholders which the Board does not
recommend such stockholders to accept; or

      


      (ii)  a
change in the composition of the Board over a period of thirty-six (36)
consecutive months or less such that a majority of the Board members ceases, by
reason of one or more contested elections for Board membership, to be comprised
of individuals who either: (a) have been Board members continuously since the
beginning of such period; or (b) have been elected or nominated for election as
Board members during such period by at least a majority of the Board members
described in clause (a) who were still in office at the time the Board approved
such election or nomination.

       

      
        
           

        

        
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      K.  IMMEDIATE
FAMILY shall mean any child, stepchild, grandchild, parent, stepparent,
grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law,
daughter-in-law, brother-in-law, or sister-in-law, and shall include adoptive
relationships.

      


      L.  INCENTIVE
OPTION shall mean an option which satisfies the requirements of Code Section
422.

      


      M.  INVOLUNTARY
TERMINATION shall mean the termination of the Service of any individual which
occurs by reason of:

      


      (i)  such
individual's involuntary dismissal or discharge by the Corporation for reasons
other than Misconduct, or

      


      (ii)  such
individual's voluntary resignation following (A) a change in his or her position
with the Corporation which materially reduces his or her level of
responsibility, (B) a reduction in his or her level of compensation (including
base salary, fringe benefits and participation in any corporate-performance
based bonus or incentive programs) by more than fifteen percent (15%) or (C) a
relocation of such individual's place of employment by more than fifty (50)
miles, provided and only if such change, reduction or relocation is effected by
the Corporation without the individual's consent.

      


      N.  MISCONDUCT
shall mean the commission of any act of fraud, embezzlement or dishonesty by the
Optionee or Participant, any unauthorized use or disclosure by such person of
confidential information or trade secrets of the Corporation (or any Parent or
Subsidiary), or any other intentional misconduct by such person adversely
affecting the business or affairs of the Corporation (or any Parent or
Subsidiary) in a material manner.  The foregoing definition shall not
be deemed to be inclusive of all the acts or omissions which the Corporation (or
any Parent or Subsidiary) may consider as grounds for the dismissal or discharge
of any Optionee, Participant or other person in the Service of the Corporation
(or any Parent or Subsidiary).

      


      O.  1934
ACT shall mean the Securities Exchange Act of 1934, as amended.

      


      P.  NON-STATUTORY
OPTION shall mean an option not intended to satisfy the requirements of Code
Section 422.

      


      Q.  OPTIONEE
shall mean any person to whom an option is granted under the Discretionary
Option Grant Program.

      


      R.  OPTION
SURRENDER VALUE shall mean the Fair Market Value per share of  Common
Stock on the date the option is surrendered to the Corporation or, in the event
of a Hostile Take-Over, effected through a tender offer, the highest reported
price per share of Common Stock paid by the tender offer or in effecting such
Hostile Take-Over, if greater.  However, if the surrendered option is
an Incentive Option, the Option Surrender Value shall not exceed the Fair Market
Value per share.

      


      S.  PARENT
shall mean any corporation (other than the Corporation) in an unbroken chain of
corporations ending with the Corporation, provided each corporation in the
unbroken chain (other than the Corporation) owns, at the time of the
determination, stock possessing fifty percent (50%) or more of the total
combined voting power of all classes of stock in one of the other corporations
in such chain.

      


      T.  PARTICIPANT
shall mean any person who is issued shares of Common Stock under the Stock
Issuance Program.

      


      U.  PERMANENT
DISABILITY OR PERMANENTLY DISABLED shall mean the inability of the Optionee or
the Participant 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 has lasted or can be expected to last for a continuous period
of twelve (12) months or more.

      


      V.  PLAN
shall mean the Corporation's 2008 Stock Incentive Plan, as set forth in this
document.

      


      W.  PLAN
ADMINISTRATOR shall mean the particular entity, whether the Primary Committee,
the Board or the Secondary Committee, which is authorized to administer the
Discretionary Option Grant and Stock Issuance Programs with respect to one or
more classes of eligible persons, to the extent such entity is carrying out its
administrative functions under those programs with respect to the persons under
its jurisdiction.

      


      X.  PLAN
EFFECTIVE DATE shall mean the date on which the Plan was adopted by the
Board.

      


      Y.  PRIMARY
COMMITTEE shall mean the committee of two (2) or more non-employee Board members
appointed by the Board to administer the Discretionary Option Grant and Stock
Issuance Programs with respect to Section 16 Insiders following the Section 12
Registration Date.

      


      Z.  SECONDARY
COMMITTEE shall mean a committee of two (2) or more Board members appointed by
the Board to administer any aspect of Plan not required hereunder to be
administered by the Primary Committee.  The members of the Secondary
Committee may be Board members who are Employees eligible to receive
discretionary option grants or direct stock issuances under the Plan or any
other stock option, stock appreciation, stock bonus or other stock plan of the
Corporation (or any Parent or Subsidiary).

       

      
        
           

        

        
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      AA.  SECTION
12 REGISTRATION DATE shall mean the date on which the Common Stock is first
registered under Section 12(g) or Section 15 of the 1934 Act.

      


      BB.  SECTION
16 INSIDER shall mean an officer or director of the Corporation subject to the
short-swing profit liabilities of Section 16 of the 1934 Act.

      


      CC.  SERVICE
shall mean the performance of services for the Corporation (or any Parent or
Subsidiary) by a person in the capacity of an Employee, a non-employee member of
the board of directors or a consultant or independent advisor, except to the
extent otherwise specifically provided in the documents evidencing the option
grant or stock issuance.

      


      DD.  SHORT
TERM FEDERAL RATE shall mean the federal short-term rate in effect under Section
1274(d) of the Code for the period the shares were held in escrow.

      


      EE.  STOCK
EXCHANGE shall mean either the American Stock Exchange or the New York Stock
Exchange.

      


      FF.  STOCK
ISSUANCE AGREEMENT shall mean the agreement entered into by the Corporation and
the Participant at the time of issuance of shares of Common Stock under the
Stock Issuance Program.

      


      GG.  STOCK
ISSUANCE PROGRAM shall mean the stock issuance program in effect under the
Plan.

      


      HH.  SUBSIDIARY
shall mean any corporation (other than the Corporation) in an unbroken chain of
corporations beginning with the Corporation, provided each corporation (other
than the last corporation) in the unbroken chain owns, at the time of the
determination, stock possessing fifty percent (50%) or more of the total
combined voting power of all classes of stock in one of the other corporations
in such chain.

      


      II.  TAXES
shall mean the Federal, state and local income and employment tax liabilities
incurred by the holder of Non-Statutory Options or unvested shares of Common
Stock in connection with the exercise of those options or the vesting of those
shares.

      


      JJ.  10%
STOCKHOLDER shall mean the owner of stock (as determined under Code Section
424(d)) possessing more than ten percent (10%) of the total combined voting
power of all classes of stock of the Corporation (or any Parent or
Subsidiary).

      Exhibit
31.1

       

      
        
           

        

        
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