Exhibit 10.15


 







SIGNAL GENETICS, INC.


 


2014 STOCK INCENTIVE PLAN


 


1.          Establishment,
Purpose and Types of Awards


 


Signal Genetics, Inc., a Delaware corporation
(the “Company”), hereby establishes the Signal Genetics, Inc. 2014 Stock Incentive Plan (the “Plan”).
The purpose of the Plan is to promote the long-term growth and profitability of the Company by (i) providing key people with incentives
to improve stockholder value and to contribute to the growth and financial success of the Company through their future services,
and (ii) enabling the Company to attract, retain and reward the best-available personnel.


 


The Plan permits the granting of stock
options (including incentive stock options qualifying under Code section 422 and nonstatutory stock options), stock appreciation
rights, restricted or unrestricted stock awards, restricted stock units, performance awards, other stock-based awards, or any combination
of the foregoing.


 


2.          Definitions


 


Under this Plan, except where the context
otherwise indicates, the following definitions apply:


 


(a)          “Administrator”
means the Board or the committee(s) or officer(s) appointed by the Board that have authority to administer the Plan as provided
in Section 3 hereof.


 


(b)          “Affiliate”
means any entity, whether now or hereafter existing, which controls, is controlled by, or is under common control with, the
Company (including, but not limited to, joint ventures, limited liability companies, and partnerships). For this purpose, “control”
shall mean ownership of 50% or more of the total combined voting power or value of all classes of stock or interests of the entity,
or the power to direct the management and policies of the entity, by contract or otherwise.


 


(c)          “Award”
means any stock option, stock appreciation right, stock award, restricted stock unit award, performance award, or other stock-based
award.


 


(d)          “Board”
means the Board of Directors of the Company.


 


(e)          “Change
in Control” means: a (i) Change in Ownership of the Company, (ii) Change in Effective Control of the Company, or (iii)
Change in the Ownership of Assets of the Company, as described herein and construed in accordance with Code section 409A.


 


(i)          A
Change in Ownership of the Company shall occur on the date that any one Person acquires, or Persons Acting as a Group acquire,
ownership of the capital stock of the Company that, together with the stock held by such Person or Group, constitutes more than
50% of the total fair market value or total voting power of the capital stock of the Company. However, if any one Person is, or
Persons Acting as a Group are, considered to own more than 50% of the total fair market value or total voting power of the capital
stock of the Company, the acquisition of additional stock by the same Person or Persons Acting as a Group is not considered to
cause a Change in Ownership of the Company or to cause a Change in Effective Control of the Company (as described below). An increase
in the percentage of capital stock owned by any one Person, or Persons Acting as a Group, as a result of a transaction in which
the Company acquires its stock in exchange for property will be treated as an acquisition of stock.


 




    	 



    	 



    

  


(ii)         A
Change in Effective Control of the Company shall occur on the date a majority of members of the Company’s Board is
replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of
the Company’s Board before the date of the appointment or election.


 


(iii)        A
Change in the Ownership of Assets of the Company shall occur on the date that any one Person acquires, or Persons Acting
as a Group acquire (or has or have acquired during the 12-month period ending on the date of the most recent acquisition by such
Person or Persons), assets from the Company that have a total gross fair market value of more than 50% of the total gross fair
market value of all of the assets of the Company immediately before such acquisition or acquisitions. For this purpose, gross fair
market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard
to any liabilities associated with such assets.


 


The following rules of construction apply
in interpreting the definition of Change in Control:


 


(A)         A
Person means any individual, entity or group within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), other than employee benefit plans sponsored or maintained by the Company
and by entities controlled by the Company or an underwriter of the capital stock of the Company in a registered public offering.


 


(B)         Persons
will be considered to be Persons Acting as a Group (or Group) if they are owners of a corporation that enters into a merger, consolidation,
purchase or acquisition of stock, or similar business transaction with the corporation. If a Person owns stock in both corporations
that enter into a merger, consolidation, purchase or acquisition of stock, or similar transaction, such shareholder is considered
to be acting as a Group with other shareholders only with respect to the ownership in that corporation before the transaction giving
rise to the change and not with respect to the ownership interest in the other corporation. Persons will not be considered to be
acting as a Group solely because they purchase assets of the same corporation at the same time or purchase or own stock of the
same corporation at the same time, or as a result of the same public offering.


 


(C)         For
purposes of this Section 2(e), fair market value shall be determined by the Administrator.


 


(D)         A
Change in Control shall not include a transfer to a related person as described in Code section 409A or a public offering of capital
stock of the Company.


 


(E)         For
purposes of this Section 2(e), Code section 318(a) applies to determine stock ownership. Stock underlying a vested option is considered
owned by the individual who holds the vested option (and the stock underlying an unvested option is not considered owned by the
individual who holds the unvested option). For purposes of the preceding sentence, however, if a vested option is exercisable for
stock that is not substantially vested (as defined by Treasury Regulation §1.83-3(b) and and (j)), the stock underlying the option
is not treated as owned by the individual who holds the option.


 


(f)          “Code”
means the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder.


 




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(g)          “Common
Stock” means shares of common stock of the Company, par value of $0.01 per share.


 


(h)          “Fair
Market Value” means, with respect to the Common Stock, as of any date:


 


(i)          if
the principal market for the Common Stock (as determined by the Administrator if the Common Stock is listed or admitted to trading
on more than one exchange or market) is a national securities exchange or an established securities market, the official closing
price per share of Common Stock for the regular market session on that date on the principal exchange or market on which the Common
Stock is then listed or admitted to trading or, if no sale is reported for that date, on the last preceding day on which a sale
was reported;


 


(ii)         if
the principal market for the Common Stock is not a national securities exchange or an established securities market, the average
of the highest bid and lowest asked prices for the Common Stock on that date as reported on a national quotation system or, if
no prices are reported for that date, on the last preceding day on which prices were reported; or


 


(iii)        if
the Common Stock is neither listed nor admitted to trading on a national securities exchange or an established securities market,
nor quoted by a national quotation system, the value determined by the Administrator in good faith.


 


With respect to property other than Common
Stock, Fair Market Value means the value of the property determined by such methods or procedures to be established from time to
time by the Board in accordance with Code section 409A.


 


(i)          “Full-Value
Award” means any Award other than (i) a stock option, (ii) a stock appreciation right or (iii) any other Award for which
the Holder pays the intrinsic value existing as of the date of grant (whether directly or by forgoing a right to receive a payment
from the Company or any subsidiary).


 


(j)          “Grant
Agreement” means a written document, including an electronic writing acceptable to the Administrator, memorializing the
terms and conditions of an Award granted pursuant to the Plan and which shall incorporate the terms of the Plan.


 


(k)          “Performance
Measures” mean criteria established by the Administrator relating to any of the following, as it may apply to an individual,
one or more business units, divisions or subsidiaries, or on a Company-wide basis, and in either absolute terms or relative to
the performance of one or more comparable companies or an index covering multiple companies:


 


(i)          Earnings
or Profitability Metrics: including, but not limited to, earnings/loss (gross, operating, net, or adjusted); earnings/loss
before interest and taxes (“EBIT”); earnings/loss before interest, taxes, depreciation and amortization (“EBITDA”);
profit margins; expense levels or ratios; in each case adjusted to eliminate the effect of any one or more of the following: interest
expense, asset impairments, early extinguishment of debt, stock-based compensation expense, changes in generally accepted accounting
principles or critical accounting policies, or other extraordinary or non-recurring items, as specified by the plan administrator
when establishing the performance goals;


 


(ii)         Return
Metrics: including, but not limited to, return on investment, assets, equity or capital (total or invested);


 




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(iii)        Cash
Flow Metrics: including, but not limited to, operating cash flow; cash flow sufficient to achieve financial ratios or a specified
cash balance; free cash flow; cash flow return on capital; net cash provided by operating activities; cash flow per share; working
capital;


 


(iv)         Liquidity
Metrics: including, but not limited to, capital raising; debt reduction; extension of maturity dates of outstanding debt; debt
leverage (debt to capital, net debt-to-capital, debt-to-EBITDA or other liquidity ratios) or access to capital; debt ratings; total
or net debt; other similar measures approved by the plan administrator;


 


(v)          Stock
Price and Equity Metrics: including, but not limited to, return on stockholders’ equity; total stockholder return;
revenue (gross, operating or net); revenues from sales; revenues from search model; revenue growth; stock price; stock price appreciation;
market capitalization; earnings/loss per share (basic or diluted) (before or after taxes); price-to-earnings ratio;


 


(vi)         Strategic
Metrics: including, but not limited to, number of users, site traffic, conversion ratios, product research and development;
regulatory filings or approvals; patent application or issuance; manufacturing or process development; sales or net sales; geographic
coverage; market share; market penetration; inventory control; growth in assets; key hires; business expansion; acquisitions, divestitures,
affiliate agreements, collaborations, licensing or joint ventures; financing; resolution of significant litigation; legal compliance
or risk reduction.


 


3.          Administration


 


(a)          Administration
of the Plan. The Plan shall be administered by the Board or by such committee or committees as may be appointed by the Board
from time to time. To the extent allowed by applicable state law, the Board by resolution may authorize an officer or officers
to grant Awards (other than Stock Awards) to other officers and employees of the Company and its Affiliates, and, to the extent
of such authorization, such officer or officers shall be the Administrator.


 


(b)          Powers
of the Administrator. The Administrator shall have all the powers vested in it by the terms of the Plan, such powers to include
authority, in its sole and absolute discretion, to grant Awards under the Plan, prescribe Grant Agreements evidencing such Awards
and establish programs for granting Awards.


 


The
Administrator shall have full power and authority to take all other actions necessary to carry out the purpose and intent of
the Plan, including, but not limited to, the authority to: (i) determine the eligible persons to whom, and the time or times
at which Awards shall be granted; (ii) determine the types of Awards to be granted; (iii) determine the number of shares to
be covered by or used for reference purposes for each Award; (iv) impose such terms, limitations, restrictions and conditions
upon any such Award as the Administrator shall deem appropriate; (v) modify, amend, extend or renew outstanding Awards, or
accept the surrender of outstanding Awards and substitute new Awards (provided, however, that, except as
provided in Section 6 or 7(e) of the Plan, any modification that would materially adversely affect any outstanding Award
shall not be made without the consent of the holder and no such modification, amendment or substitution that results in
repricing the Award, within the meaning of the Nasdaq Marketplace Rule 5635(c) and IM-5635-1, or any successor provision,
shall be made without prior stockholder approval); (vi) accelerate or otherwise change the time in which an Award may be
exercised or becomes payable and to waive or accelerate the lapse, in whole or in part, of any restriction or condition with
respect to such Award, including, but not limited to, any restriction or condition with respect to the vesting or
exercisability of an Award following termination of any grantee’s employment or other relationship with the
Company; provided, however, that no such waiver or acceleration of lapse restrictions shall be made
with respect to a performance-based stock award granted to an executive officer of the Company if such waiver or acceleration
is inconsistent with Code section 162(m); (vii) establish objectives and conditions, if any, for earning Awards and
determining whether Awards will be paid with respect to a performance period; (viii) for any purpose, including but not
limited to, qualifying for preferred tax treatment under foreign tax laws or otherwise complying with the regulatory
requirements of local or foreign jurisdictions, to establish, amend, modify, administer or terminate sub-plans, and
prescribe, amend and rescind rules and regulations relating to such sub-plans; (ix) interpret and administer the Plan and any
instrument or agreement relating to, or Award made under the Plan; (x) correct any defect or supply any omission or reconcile
any inconsistency in the Plan or in any Award in the manner and to the extent it shall deem expedient to carry the Plan in
effect; and (xi) make any other determination and take any other action that the Administrator deems necessary or desirable
for the administration of the Plan. All decisions and determinations of the Administrator shall be final, conclusive and
binding on the Company, the participants in the Plan and any and all interested parties.


 




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The Administrator shall
have full power and authority, in its sole and absolute discretion, to administer, construe and interpret the Plan, Grant Agreements
and all other documents relevant to the Plan and Awards issued thereunder, to establish, amend, rescind and interpret such rules,
regulations, agreements, guidelines and instruments for the administration of the Plan and for the conduct of its business as the
Administrator deems necessary or advisable, and to correct any defect, supply any omission or reconcile any inconsistency in the
Plan or in any Award in the manner and to the extent the Administrator shall deem it desirable to carry it into effect.


 


(c)          Non-Uniform
Determinations. The Administrator’s determinations under the Plan (including without limitation, determinations of the
persons to receive Awards, the form, amount and timing of such Awards, the terms and provisions of such Awards and the Grant Agreements
evidencing such Awards) need not be uniform and may be made by the Administrator selectively among persons who receive, or are
eligible to receive, Awards under the Plan, whether or not such persons are similarly situated.


 


(d)          Limited
Liability. To the maximum extent permitted by law, no member of the Administrator shall be liable for any action taken or decision
made in good faith relating to the Plan or any Award thereunder.


 


(e)          Indemnification.
To the maximum extent permitted by law and by the Company’s charter and by-laws, the members of the Administrator shall be
indemnified by the Company in respect of all their activities under the Plan.


 


(f)          Effect
of Administrator’s Decision. All actions taken and decisions and determinations made by the Administrator on all matters
relating to the Plan pursuant to the powers vested in it hereunder shall be in the Administrator’s sole and absolute discretion
and shall be conclusive and binding on all parties concerned, including the Company, its stockholders, any participants in the
Plan and any other employee, consultant, or director of the Company, and their respective successors in interest.


 


4.          Shares
Available for the Plan; Maximum Awards


 


(a)          Subject
to adjustments as provided in Section 7(e) of the Plan, the aggregate number of shares of Common Stock that may be issued with
respect to Awards granted under the Plan is [1,085,707]; provided, however, that no more than [900,000]
shares of Common Stock may be issued in the form of Full-Value Awards, and no more than [600,000] shares of Common Stock may be issued
pursuant to incentive stock options intended to qualify under Code section 422. If any Award, or portion of an Award, under the
Plan expires or terminates unexercised, becomes unexercisable, is settled in cash without delivery of shares of Common Stock,
or is forfeited or otherwise terminated, surrendered or canceled as to any shares, or if any shares of Common Stock are repurchased
by or surrendered to the Company in connection with any Award (whether or not such surrendered shares were acquired pursuant to
any Award), or if any shares are withheld by the Company, the shares subject to such Award and the repurchased, surrendered and
withheld shares shall thereafter be available for further Awards under the Plan; provided, however, that any such shares that
are surrendered to or repurchased or withheld by the Company in connection with any Award or that are otherwise forfeited after
issuance shall not be available for purchase pursuant to incentive stock options intended to qualify under Code section 422.


 





 











 




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(b)          Subject
to adjustments as provided in Section 7(e) of the Plan, the maximum number of shares of Common Stock subject to Awards of
any combination that may be granted during any one fiscal year of the Company to any one individual under this Plan shall be
limited to [750,000] shares. Such per-individual limit shall not be adjusted to effect a restoration of shares of Common Stock with
respect to which the related Award is terminated, surrendered or canceled.


 


5.          Participation


 


Participation in the Plan shall be open
to all employees, officers, and directors of, and other individuals providing bona fide services to or for, the Company, or of
any Affiliate of the Company, as may be selected by the Administrator from time to time. The Administrator may also grant Awards
to individuals in connection with hiring, retention or otherwise, prior to the date the individual first performs services for
the Company or an Affiliate, provided that such Awards shall not become vested or exercisable, and no shares shall be issued to
such individual, prior to the date the individual first commences performance of such services.


 


6.          Awards


 


The Administrator, in its sole discretion,
establishes the terms of all Awards granted under the Plan. Awards may be granted individually or in tandem with other types of
Awards, concurrently with or with respect to outstanding Awards. All Awards are subject to the terms and conditions provided in
the Grant Agreement.


 


(a)          Stock
Options. The Administrator may from time to time grant to eligible participants Awards of incentive stock options as that
term is defined in Code section 422 or nonstatutory stock options; provided, however, that Awards of incentive
stock options shall be limited to employees of the Company or of any current or hereafter existing “parent
corporation” or “subsidiary corporation,” as defined in Code sections 424(e) and (f),
respectively, of the Company and any other individuals who are eligible to receive incentive stock options under the
provisions of Code section 422. Options must have an exercise price at least equal to Fair Market Value (110% of Fair Market
Value for incentive stock options if the grantee is a 10% stockholder within the meaning of Code Section 422) as of the
date of grant and may not have a term in excess of ten years’ duration (five years’ duration for incentive stock options
if the grantee is 10% stockholder within the meaning of Code Section 422). The Administrator shall not reduce the exercise
price of an outstanding stock option, whether through amendment, cancellation or replacement of such stock option, unless
such reduction is consistent with Code Section 409A and other applicable law and is approved by the stockholders of the
Company. No stock option shall be an incentive stock option unless so designated by the Administrator at the time of grant or
in the Grant Agreement evidencing such stock option.


 


(b)          Stock
Appreciation Rights. The Administrator may from time to time grant to eligible participants Awards of Stock
Appreciation Rights (“SAR”). An SAR entitles the grantee to receive, subject to the provisions of the Plan
and the Grant Agreement, a payment having an aggregate value equal to the product of (i) the excess of (A) the Fair Market
Value on the exercise date of one share of Common Stock over (B) the base price per share specified in the Grant Agreement,
times (ii) the number of shares specified by the SAR, or portion thereof, which is exercised. The base price per share
specified in the Grant Agreement shall not be less than the lower of the Fair Market Value on the grant date or the exercise
price of any tandem stock option Award to which the SAR is related. The Administrator shall not reduce the exercise price of an outstanding SAR, whether through amendment, cancellation or replacement of such SAR, unless such reduction is consistent with Code Section 409A and other applicable law and is approved by the stockholders of the Company. No SAR shall have a term longer than ten years’ duration. Payment by
the Company of the amount receivable upon any exercise of an SAR may be made by the delivery of Common Stock or cash, or any
combination of Common Stock and cash, as determined in the sole discretion of the Administrator. If upon settlement of the
exercise of an SAR a grantee is to receive a portion of such payment in shares of Common Stock, the number of shares shall
be determined by dividing such portion by the Fair Market Value of a share of Common Stock on the exercise date. No
fractional shares shall be used for such payment and the Administrator shall determine whether cash shall be given in lieu of
such fractional shares or whether such fractional shares shall be eliminated.


  




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(c)          Stock
Awards.


 


(i)          The
Administrator may from time to time grant stock awards to eligible participants in such amounts, on such terms and conditions,
and for such consideration, including no consideration or such minimum consideration as may be required by law, as it shall determine.
A stock award may be denominated in Common Stock or other securities, stock-equivalent units or restricted stock units, securities
or debentures convertible into Common Stock, or any combination of the foregoing and may be paid in Common Stock or other securities,
in cash, or in a combination of Common Stock or other securities and cash, all as determined in the sole discretion of the Administrator.


 


(ii)         The
Administrator may grant stock awards in a manner constituting “qualified performance-based compensation” within the
meaning of Code section 162(m). The grant of, or lapse of restrictions with respect to, such performance-based stock awards shall
be based upon one or more Performance Measures and objective performance targets to be attained relative to those Performance Measures,
all as determined by the Administrator. Performance targets may include minimum, maximum, intermediate and target levels of performance,
with the size of the performance-based stock award or the lapse of restrictions with respect thereto based on the level attained.
A performance target may be stated as an absolute value or as a value determined relative to prior performance, one or more indices,
budget, one or more peer group companies, any other standard selected by the Administrator, or any combination thereof. The Administrator
shall be authorized to make adjustments in the method of calculating attainment of Performance Measures and performance targets
in recognition of: (A) extraordinary or non-recurring items; (B) changes in tax laws; (C) changes in generally accepted accounting
principles or changes in accounting policies; (D) charges related to restructured or discontinued operations; (E) restatement of
prior period financial results; and (F) any other unusual, non-recurring gain or loss that is separately identified and quantified
in the Company’s financial statements; provided that the Administrator’s decision as to whether such adjustments
will be made with respect to any “covered employee”, within the meaning of Code section 162(m), is determined when
the performance targets are established for the applicable performance period. Notwithstanding the foregoing, the Administrator
may, at its sole discretion, modify the performance results upon which Awards are based under the Plan to offset any unintended
results arising from events not anticipated when the Performance Measures and performance targets were established; provided, that
such modifications may be made with respect to an Award granted to any covered employee, within the meaning of Code section 162(m),
only to the extent permitted by Code section 162(m) if the Award was intended to constitute “qualified performance-based compensation”
within the meaning of Code section 162(m). Notwithstanding anything in the Plan to the contrary, the Administrator is not authorized
to waive or accelerate the lapse of restrictions on a performance-based stock award granted to any covered employee, within the
meaning of Code section 162(m), except upon death, disability or a change of ownership or control of the Company. In the event
that a Change in Control occurs after a performance-based stock award has been granted but before completion of the applicable
performance period, a pro rata portion of such Award shall become payable (or a pro rata portion of the lapse restrictions shall
lapse, as applicable) as of the date of the Change in Control to the extent otherwise earned on the basis of achievement of the
pro rata portion of the Performance Measures and performance targets relating to the portion of the performance period completed
as of the date of the Change in Control.


 




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7.          Miscellaneous


 


(a)          Payment.
The Administrator shall determine the methods by which payments by any participant with respect to any Awards granted under the
Plan shall be made, including, without limitation: (a) cash or check, (b) shares of Common Stock (including, in the case of payment
of the exercise price of an Award, shares issuable pursuant to the exercise of the Award) or shares of Common Stock held for such
period of time as may be required by the Administrator in order to avoid adverse accounting consequences, in each case, having
a Fair Market Value on the date of delivery equal to the aggregate payments required, (c) delivery of a written or electronic notice
that the participant has placed a market sell order with a broker with respect to shares then issuable upon exercise or vesting
of an Award, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in
satisfaction of the aggregate payments required; provided, that payment of such proceeds is then made to the Company upon
settlement of such sale, or (d) other form of legal consideration acceptable to the Administrator. The Administrator shall also
determine the methods by which shares shall be delivered or deemed to be delivered to participants. Notwithstanding any other provision
of the Plan to the contrary, no participant who is a director or an “executive officer” of the Company within the meaning
of Section 13(k) of the Exchange Act shall be permitted to make payment with respect to any Awards granted under the Plan, or continue
any extension of credit with respect to such payment with a loan from the Company or a loan arranged by the Company in violation
of Section 13(k) of the Exchange Act.


 


(b)          Withholding
of Taxes. Grantees and holders of Awards shall pay to the Company or its Affiliate, or make provision satisfactory to the Administrator
for payment of, any taxes required to be withheld in respect of Awards under the Plan no later than the date of the event creating
the tax liability. The Company or its Affiliate may, to the extent permitted by law, deduct any such tax obligations from any payment
of any kind otherwise due to the grantee or holder of an Award. In the event that payment to the Company or its Affiliate of such
tax obligations is made in shares of Common Stock, such shares shall be valued at Fair Market Value on the applicable date for
such purposes and shall not exceed in amount the minimum statutory tax withholding obligation.


 


(c)          Loans.
To the extent otherwise permitted by law, the Company or its Affiliate may make or guarantee loans to grantees to assist grantees
in exercising Awards and satisfying any withholding tax obligations.


 


(d)          Transferability.
Except as otherwise determined by the Administrator, and in any event in the case of an incentive stock option or a stock appreciation
right granted with respect to an incentive stock option, no Award granted under the Plan shall be transferable by a grantee otherwise
than by will or the laws of descent and distribution. Unless otherwise determined by the Administrator in accord with the provisions
of the immediately preceding sentence, an Award may be exercised during the lifetime of the grantee, only by the grantee or, during
the period the grantee is under a legal disability, by the grantee’s guardian or legal representative.


 


(e)          Adjustments
for Corporate Transactions and Other Events.


 





(i)          Stock
Dividend, Stock Split and Reverse Stock Split. In the event of a stock dividend of, or stock split or reverse stock split affecting,
the Common Stock, (A) the maximum number of shares of such Common Stock as to which Awards may be granted under this Plan and the
maximum number of shares with respect to which Awards may be granted during any one fiscal year of the Company to any individual,
as provided in Section 4 of the Plan, and (B) the number of shares covered by and the exercise price and other terms of outstanding
Awards, shall, without further action of the Board, be adjusted to reflect such event. The Administrator may make adjustments,
in its discretion, to address the treatment of fractional shares and fractional cents that arise with respect to outstanding Awards
as a result of the stock dividend, stock split or reverse stock split.


 






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(ii)         Non-Change
in Control Transactions. Except with respect to the transactions set forth in Section 7(e)(i), in the event of any change affecting
the Common Stock, the Company or its capitalization, by reason of a spin-off, split-up, dividend, recapitalization, merger, consolidation
or share exchange, other than any such change that is part of a transaction resulting in a Change in Control of the Company, the
Administrator, in its discretion and without the consent of the holders of the Awards, shall make (A) appropriate adjustments to
the maximum number and kind of shares reserved for issuance or with respect to which Awards may be granted under the Plan, in the
aggregate and with respect to any individual during any one fiscal year of the Company, as provided in Section 4 of the Plan; and
(B) any adjustments in outstanding Awards, including but not limited to modifying the number, kind and price of securities subject
to Awards.


 


(iii)        Change
in Control Transactions. In the event of any transaction resulting in a Change in Control of the Company, outstanding stock
options and other Awards that are payable in or convertible into Common Stock under this Plan will terminate upon the effective
time of such Change in Control unless provision is made in connection with the transaction for the continuation or assumption of
such Awards by, or for the substitution of the equivalent awards, as determined in the sole discretion of the Administrator, of,
the surviving or successor entity or a parent thereof. In the event of such termination, the holders of stock options and other
Awards under the Plan will be permitted, immediately before the Change in Control, to exercise or convert all portions of such
stock options or other Awards under the Plan that are then exercisable or convertible or which become exercisable or convertible
upon or prior to the effective time of the Change in Control.


 


(iv)         Unusual
or Nonrecurring Events. The Administrator is authorized to make, in its discretion and without the consent of holders of Awards,
adjustments in the terms and conditions of, and the criteria included in, Awards in recognition of unusual or nonrecurring events
affecting the Company, or the financial statements of the Company or any Affiliate, or of changes in applicable laws, regulations,
or accounting principles, whenever the Administrator determines that such adjustments are appropriate in order to prevent dilution
or enlargement of the benefits or potential benefits intended to be made available under the Plan.


 


(f)          Substitution
of Awards in Mergers and Acquisitions. Awards may be granted under the Plan from time to time in substitution for awards held
by employees, officers, consultants or directors of entities who become or are about to become employees, officers, consultants
or directors of the Company or an Affiliate as the result of a merger or consolidation of the employing entity with the Company
or an Affiliate, or the acquisition by the Company or an Affiliate of the assets or stock of the employing entity. The terms and
conditions of any substitute Awards so granted may vary from the terms and conditions set forth herein to the extent that the Administrator
deems appropriate at the time of grant to conform the substitute Awards to the provisions of the awards for which they are substituted.


 








 




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(g)          Termination,
Amendment and Modification of the Plan. The Board may terminate, amend or modify the Plan or any portion thereof at any time.
Except as otherwise determined by the Board, termination of the Plan shall not affect the Administrator’s ability to exercise
the powers granted to it hereunder with respect to Awards granted under the Plan prior to the date of such termination.


 


(h)          No
Stockholders Rights. Except as otherwise provided herein, a participant shall have none of the rights of a stockholder with
respect to shares of Common Stock covered by any Award until the participant becomes the record owner of such shares of Common
Stock.


 


(i)          Issuance
of Shares; Paperless Administration. Notwithstanding any other provision of the Plan, unless otherwise determined by the Administrator
or required by any applicable law, rule or regulation, the Company may choose to not deliver to any participant certificates evidencing
shares issued in connection with any Award and instead record such shares in the books of the Company (or, as applicable, its transfer
agent or stock plan administrator). In the event that the Company establishes, for itself or using the services of a third party,
an automated system for the documentation, granting or exercise of Awards, such as a system using an internet website or interactive
voice response, then the paperless documentation, granting or exercise of Awards by a participant may be permitted through the
use of such an automated system.


 


(j)          Effect
of Plan upon Other Compensation Plans. The adoption of the Plan shall not affect any other compensation or incentive plans
in effect for the Company or any subsidiary. Nothing in the Plan shall be construed to limit the right of the Company or any subsidiary:
(a) to establish any other forms of incentives or compensation for employees, directors or other service providers of the Company
or any subsidiary, or (b) to grant or assume options or other rights or awards otherwise than under the Plan in connection with
any proper corporate purpose including without limitation, the grant or assumption of options in connection with the acquisition
by purchase, lease, merger, consolidation or otherwise, of the business, stock or assets of any corporation, partnership, limited
liability company, firm or association. No payment pursuant to the Plan shall be taken into account in determining any benefits
under any pension, retirement, savings, profit sharing, group insurance, welfare or other benefit plan of the Company or any subsidiary
except to the extent otherwise expressly provided in writing in such other plan or an agreement thereunder.


 


(k)          Non-Guarantee
of Employment or Service. Nothing in the Plan or in any Grant Agreement thereunder shall confer any right on an individual
to continue in the service of the Company or shall interfere in any way with the right of the Company to terminate such service
at any time with or without cause or notice and whether or not such termination results in (i) the failure of any Award to vest;
(ii) the forfeiture of any unvested or vested portion of any Award; and/or (iii) any other adverse effect on the individual’s
interests under the Plan.


 


(l)          Compliance
with Securities Laws; Listing and Registration. If at any time the Administrator determines that the delivery of Common Stock
under the Plan is or may be unlawful under the laws of any applicable jurisdiction, or Federal, state or foreign securities laws,
the right to exercise an Award or receive shares of Common Stock pursuant to an Award shall be suspended until the Administrator
determines that such delivery is lawful. If at any time the Administrator determines that the delivery of Common Stock under the
Plan is or may violate the rules of the national exchange on which the shares are then listed for trade, the right to exercise
an Award or receive shares of Common Stock pursuant to an Award shall be suspended until the Administrator determines that such
delivery would not violate such rules. The Company shall have no obligation to effect any registration or qualification of the
Common Stock under Federal, state or foreign laws.


 




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The Company may require
that a grantee, as a condition to exercise of an Award, and as a condition to the delivery of any share certificate, make such
written representations (including representations to the effect that such person will not dispose of the Common Stock so acquired
in violation of Federal, state or foreign securities laws) and furnish such information as may, in the opinion of counsel for the
Company, be appropriate to permit the Company to issue the Common Stock in compliance with applicable Federal, state or foreign
securities laws. The stock certificates for any shares of Common Stock issued pursuant to this Plan may bear a legend restricting
transferability of the shares of Common Stock unless such shares are registered or an exemption from registration is available
under the Securities Act of 1933, as amended, and applicable state or foreign securities laws.


 


(m)          No
Trust or Fund Created. Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any
kind or a fiduciary relationship between the Company and a grantee or any other person. To the extent that any grantee or other
person acquires a right to receive payments from the Company pursuant to an Award, such right shall be no greater than the right
of any unsecured general creditor of the Company.


 


(n)          Governing
Law. The validity, construction and effect of the Plan, of Grant Agreements entered into pursuant to the Plan, and of any rules,
regulations, determinations or decisions made by the Administrator relating to the Plan or such Grant Agreements, and the rights
of any and all persons having or claiming to have any interest therein or thereunder, shall be determined exclusively in accordance
with applicable federal laws and the laws of the State of Delaware, without regard to its conflict of laws principles.


 


(o)          409A
Savings Clause. The Plan and all Awards granted hereunder are intended to comply with, or otherwise be exempt from, Code
section 409A. The Plan and all Awards granted under the Plan shall be administered, interpreted, and construed in a manner
consistent with Code section 409A to the extent necessary to avoid the imposition of additional taxes under Code section
409A(a)(1)(B). Should any provision of the Plan, any Award Agreement, or any other agreement or arrangement contemplated by
the Plan be found not to comply with, or otherwise be exempt from, the provisions of Code section 409A, such provision shall
be modified and given effect (retroactively if necessary), in the sole discretion of the Administrator, and without the
consent of the holder of the Award, in such manner as the Administrator determines to be necessary or appropriate to comply
with, or to effectuate an exemption from, Code section 409A. Notwithstanding anything to the contrary in the Plan, to the
extent required to avoid accelerated taxation and tax penalties under Section 409A of the Code, amounts that would otherwise
be payable and benefits that would otherwise be provided pursuant to the Plan during the six month period immediately
following the Participant’s separation from service shall instead be paid on the first payroll date after the six-month
anniversary of the Participant’s separation from service (or the Participant’s death, if earlier).
Notwithstanding anything in the Plan to the contrary, in no event shall the Administrator exercise its discretion
to accelerate the payment or settlement of an Award where such payment or settlement constitutes deferred compensation
within the meaning of Code section 409A unless, and solely to the extent that, such accelerated payment or settlement is
permissible under Treasury Regulation section 1.409A-3(j)(4) or any successor provision.


 


(p)          Participants
Subject to Taxation Outside the United States. With respect to participants who are believed by the Administrator to be subject
to taxation in countries other than the United States, the Administrator may make grants on such terms and conditions, consistent
with the Plan, as the Administrator deems appropriate to comply with the laws of the applicable countries, and the Administrator
may create such procedures, addenda and subplans and make such modifications as may be necessary or advisable to comply with such
laws. The Board may amend the Plan in such manner as may be necessary to enable the Plan to achieve its stated purposes in any
jurisdiction outside the United States in a tax-efficient manner and in compliance with local rules and regulations. Furthermore,
if any provision of the Plan or any Award is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction,
or as to any person or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Administrator, such
provision shall be construed or deemed amended to conform to applicable laws, or if it cannot be so construed or deemed amended
without, in the determination of the Administrator, materially altering the intent of the Plan or the Award, such provision shall
be stricken as to such jurisdiction, person or Award, and the remainder of the Plan and any such Award shall remain in full force
and effect.


 




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(q)          Effective
Date; Termination Date. The Plan is effective as of the date on which the Plan is adopted by the Board, subject to approval
of the stockholders within twelve months before or after such date. No Award shall be granted under the Plan after the close of
business on the day immediately preceding the tenth anniversary of the effective date of the Plan, or if earlier, the tenth anniversary
of the date this Plan is approved by the stockholders. Subject to other applicable provisions of the Plan, all Awards made under
the Plan prior to such termination of the Plan shall remain in effect until such Awards have been satisfied or terminated in accordance
with the Plan and the terms of such Awards.


 


PLAN APPROVAL


 


	Date Approved by the Board:	 	 
	 	 	 
	Date Approved by the Stockholders:	 	 


 




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