Exhibit 10.3


 


IMMUNEERING CORPORATION


 


2008 STOCK INCENTIVE PLAN


 


1.                 
Purpose


 


The purpose of this 2008 Stock Incentive Plan (the
 “Plan”) of Immuneering Corporation, a Delaware corporation (the “Company”), is to advance the interests of the
Company’s stockholders by enhancing the Company’s ability to attract, retain and motivate persons who are expected to make
important contributions to the Company and by providing such persons with equity ownership opportunities and performance-based incentives
that are intended to better align the interests of such persons with those of the Company’s stockholders. Except where the context
otherwise requires, the term “Company” shall include any of the Company’s present or future parent or subsidiary corporations
as defined in Sections 424(e) or (f) of the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder
(the “Code”) and any other business venture (including, without limitation, joint venture or limited liability company) in
which the Company has a controlling interest, as determined by the Board of Directors of the Company (the “Board”).


 


2.                 
Eligibility


 


All of the Company’s employees, officers,
directors, consultants and advisors are eligible to be granted options, restricted stock, restricted stock units (“RSUs”)
and other stock-based awards (each, an “Award”) under the Plan. Each person who receives an Award under the Plan is deemed
a “Participant”.


 


3.                 
Administration and Delegation


 


(a)              
Administration by Board of Directors. The Plan will be administered by the Board. The Board shall have authority
to grant Awards and to adopt, amend and repeal such administrative rules, guidelines and practices relating to the Plan as it shall deem
advisable. The Board may construe and interpret the terms of the Plan and any Award agreements entered into under the Plan. The Board
may correct any defect, supply any omission or reconcile any inconsistency in the Plan or any Award in the manner and to the extent it
shall deem expedient to carry the Plan into effect and it shall be the sole and final judge of such expediency. All decisions by the Board
shall be made in the Board’s sole discretion and shall be final and binding on all persons having or claiming any interest in the
Plan or in any Award. No director or person acting pursuant to the authority delegated by the Board shall be liable for any action or
determination relating to or under the Plan made in good faith.


 


(b)              
Appointment of Committees. To the extent permitted by applicable law, the Board may delegate any or all of its powers
under the Plan to one or more committees or subcommittees of the Board (a “Committee”). All references in the Plan to the
 “Board” shall mean the Board or a Committee of the Board or the officers referred to in Section 3(c) to the extent that the
Board’s powers or authority under the Plan have been delegated to such Committee or officers.


 


(c)              
 Delegation to Officers. To the extent permitted by applicable law, the Board may delegate to one or more officers
of the Company the power to grant Awards (subject to any limitations under the Plan) to employees or officers of the Company or any of
its present or future subsidiary corporations and to exercise such other powers under the Plan as the Board may determine, provided that
the Board shall fix the terms of the Awards to be granted by such officers (including the exercise price of such Awards, which may include
a formula by which the exercise price will be determined) and the maximum number of shares subject to Awards that the officers may grant;
provided further, however, that no officer shall be authorized to grant Awards to any “executive officer” of the Company (as
defined by Rule 3b-7 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) or to any "officer"
of the Company (as defined by Rule 16a-1 under the Exchange Act).


 






    1 


     


    

 


4.                 
Stock Available for Awards.


 


(a)              
Number of Shares. Subject to adjustment under Section 8, Awards may be made under the Plan for up to 510,000 shares
of common stock, $.001 par value per share, of the Company (the “Common Stock”). If any Award expires or is terminated, surrendered
or canceled without having been fully exercised, is forfeited in whole or in part (including as the result of shares of Common Stock subject
to such Award being repurchased by the Company at the original issuance price pursuant to a contractual repurchase right), or results
in any Common Stock not being issued, the unused Common Stock covered by such Award shall again be available for the grant of Awards under
the Plan. Further, shares of Common Stock tendered to the Company by a Participant to exercise an Award shall be added to the number of
shares of Common Stock available for the grant of Awards under the Plan. However, in the case of Incentive Stock Options (as hereinafter
defined), the foregoing provisions shall be subject to any limitations under the Code. Shares issued under the Plan may consist in whole
or in part of authorized but unissued shares or treasury shares. At no time while there is any Option (as defined below) outstanding and
held by a Participant who was a resident of the State of California on the date of grant of such Option, shall the total number of shares
of Common Stock issuable upon exercise of all outstanding options and the total number of shares provided for under any stock bonus or
similar plan or agreement of the Company exceed the applicable percentage as calculated in accordance with the conditions and exclusions
of Section 260.140.45 of the California Code of Regulations (the "California Regulations"), based on the shares of the Company
which are outstanding at the time the calculation is made.


 


(b)              
Substitute Awards. In connection with a merger or consolidation of an entity with the Company or the acquisition
by the Company of property or stock of an entity, the Board may grant Awards in substitution for any options or other stock or stock-based
awards granted by such entity or an affiliate thereof. Substitute Awards may be granted on such terms as the Board deems appropriate in
the circumstances, notwithstanding any limitations on Awards contained in the Plan. Substitute Awards shall not count against the overall
share limit set forth in Section 4(a), except as may be required by reason of Section 422 and related provisions of the Code.


 


5.                 
Stock Options


 


(a)               General.
The Board may grant options to purchase Common Stock (each, an “Option”) and determine the number of shares of Common
Stock to be covered by each Option, the exercise price of each Option and the conditions and limitations applicable to the exercise
of each Option, including conditions relating to applicable federal or state securities laws, as it considers necessary or
advisable. An Option that is not intended to be an Incentive Stock Option (as hereinafter defined) shall be designated a
 “Nonstatutory Stock Option”.


 


(b)              
Incentive Stock Options. An Option that the Board intends to be an “incentive stock option” as defined
in Section 422 of the Code (an “Incentive Stock Option”) shall only be granted to employees of Immuneering Corporation, any
of Immuneering Corporation's present or future parent or subsidiary corporations as defined in Sections 424(e) or (f) of the Code, and
any other entities the employees of which are eligible to receive Incentive Stock Options under the Code, and shall be subject to and
shall be construed consistently with the requirements of Section 422 of the Code. The Company shall have no liability to a Participant,
or any other party, if an Option (or any part thereof) that is intended to be an Incentive Stock Option is not an Incentive Stock Option
or for any action taken by the Board, including without limitation the conversion of an Incentive Stock Option to a Nonstatutory Stock
Option.


 


(c)              
Exercise Price. The Board shall establish the exercise price of each Option and specify the exercise price in the
applicable option agreement. The exercise price shall be not less than 100% of the Fair Market Value (as defined below) on the date the
Option is granted.


 


(d)              
Duration of Options. Each Option shall be exercisable at such times and subject to such terms and conditions as the
Board may specify in the applicable option agreement.


 


(e)              
Exercise of Option. Options may be exercised by delivery to the Company of a written notice of exercise signed by
the proper person or by any other form of notice (including electronic notice) approved by the Board together with payment in full as
specified in Section 5(f) for the number of shares for which the Option is exercised. Shares of Common Stock subject to the Option will
be delivered by the Company as soon as practicable following exercise.


 






    2 


     


    

 


(f)               
Payment Upon Exercise. Common Stock purchased upon the exercise of an Option granted under the Plan shall be paid
for as follows:


 


(1)              
in cash or by check, payable to the order of the Company;


 


(2)              
when the Common Stock is registered under the Exchange Act, except as may otherwise be provided in the applicable option
agreement, by (i) delivery of an irrevocable and unconditional undertaking by a creditworthy broker to deliver promptly to the Company
sufficient funds to pay the exercise price and any required tax withholding or (ii) delivery by the Participant to the Company of a copy
of irrevocable and unconditional instructions to a creditworthy broker to deliver promptly to the Company cash or a check sufficient to
pay the exercise price and any required tax withholding;


 


(3)               when
the Common Stock is registered under the Exchange Act and to the extent provided for in the applicable option agreement or approved
by the Board, in its sole discretion, by delivery (either by actual delivery or attestation) of shares of Common Stock owned by the
Participant valued at their fair market value as determined by (or in a manner approved by) the Board (“Fair Market
Value”), provided (i) such method of payment is then permitted under applicable law, (ii) such Common Stock, if acquired
directly from the Company, was owned by the Participant for such minimum period of time, if any, as may be established by the Board
in its discretion and (iii) such Common Stock is not subject to any repurchase, forfeiture, unfulfilled vesting or other similar
requirements;


 


(4)              
to the extent permitted by applicable law and provided for in the applicable option agreement or approved by the Board,
in its sole discretion, by (i) delivery of a promissory note of the Participant to the Company on terms determined by the Board, or (ii) payment
of such other lawful consideration as the Board may determine; or


 


(5)              
by any combination of the above permitted forms of payment.


 


6.                 
Restricted Stock; Restricted Stock Units


 


(a)              
General. The Board may grant Awards entitling recipients to acquire shares of Common Stock (“Restricted Stock”),
subject to the right of the Company to repurchase all or part of such shares at their issue price or other stated or formula price (or
to require forfeiture of such shares if issued at no cost) from the recipient in the event that conditions specified by the Board in the
applicable Award are not satisfied prior to the end of the applicable restriction period or periods established by the Board for such
Award. Instead of granting Awards for Restricted Stock, the Board may grant Awards entitling the recipient to receive shares of Common
Stock or cash to be delivered at the time such Award vests (“Restricted Stock Units”) (Restricted Stock and Restricted Stock
Units are each referred to herein as a “Restricted Stock Award”).


 


(b)              
Terms and Conditions for All Restricted Stock Awards. The Board shall determine the terms and conditions of a Restricted
Stock Award, including the conditions for vesting and repurchase (or forfeiture) and the issue price, if any.


 


(c)              
Additional Provisions Relating to Restricted Stock.


 


(1)              
Dividends. Participants holding shares of Restricted Stock will be entitled to all ordinary cash dividends paid with
respect to such shares, unless otherwise provided by the Board. Unless otherwise provided, by the Board, if any dividends or distributions
are paid in shares, or consist of a dividend or distribution to holders of Common Stock other than an ordinary cash dividend, the shares,
cash or other property will be subject to the same restrictions on transferability and forfeitability as the shares of Restricted Stock
with respect to which they were paid. Each dividend payment will be made no later than the end of the calendar year in which the dividends
are paid to shareholders of that class of stock or, if later, the 15th day of the third month following the date the dividends are paid
to shareholders of that class of stock.


 


(2)               Stock
Certificates. The Company may require that any stock certificates issued in respect of shares of Restricted Stock shall be
deposited in escrow by the Participant, together with a stock power endorsed in blank, with the Company (or its designee). At the
expiration of the applicable restriction periods, the Company (or such designee) shall deliver the certificates no longer subject to
such restrictions to the Participant or if the Participant has died, to the beneficiary designated, in a manner determined by the
Board, by a Participant to receive amounts due or exercise rights of the Participant in the event of the Participant’s death
(the “Designated Beneficiary”). In the absence of an effective designation by a Participant, “Designated
Beneficiary” shall mean the Participant’s estate.


 






    3 


     


    

 


7.                 
Other Stock-Based Awards


 


Other Awards of shares of Common Stock, and other
Awards that are valued in whole or in part by reference to, or are otherwise based on, shares of Common Stock or other property, may be
granted hereunder to Participants (“Other Stock-Based Awards”), including without limitation stock appreciation rights (“SARs”)
and Awards entitling recipients to receive shares of Common Stock to be delivered in the future. Such Other Stock-Based Awards shall also
be available as a form of payment in the settlement of other Awards granted under the Plan or as payment in lieu of compensation to which
a Participant is otherwise entitled. Other Stock-Based Awards may be paid in shares of Common Stock or cash, as the Board shall determine.
Subject to the provisions of the Plan, the Board shall determine the terms and conditions of each Other Stock-Based Award, including any
purchase price applicable thereto.


 


8.                 
Adjustments for Changes in Common Stock and Certain Other Events


 


(a)              
Changes in Capitalization. In the event of any stock split, reverse stock split, stock dividend, recapitalization,
combination of shares, reclassification of shares, spin-off or other similar change in capitalization or event, or any dividend or distribution
to holders of Common Stock other than an ordinary cash dividend, (i) the number and class of securities available under this Plan, (ii)
the number and class of securities and exercise price per share of each outstanding Option, (iii) the number of shares subject to and
the repurchase price per share subject to each outstanding Restricted Stock Award, and (iv) the terms of each other outstanding Award
shall be equitably adjusted by the Company (or substituted Awards may be made, if applicable) in the manner determined by the Board. Without
limiting the generality of the foregoing, in the event the Company effects a split of the Common Stock by means of a stock dividend and
the exercise price of and the number of shares subject to an outstanding Option are adjusted as of the date of the distribution of the
dividend (rather than as of the record date for such dividend), then an optionee who exercises an Option between the record date and the
distribution date for such stock dividend shall be entitled to receive, on the distribution date, the stock dividend with respect to the
shares of Common Stock acquired upon such Option exercise, notwithstanding the fact that such shares were not outstanding as of the close
of business on the record date for such stock dividend.


 


(b)              
Reorganization Events.


 


(1)              
Definition. A “Reorganization Event” shall mean: (a) any merger or consolidation of the Company with
or into another entity as a result of which all of the Common Stock of the Company is converted into or exchanged for the right to receive
cash, securities or other property or is cancelled, (b) any exchange of all of the Common Stock of the Company for cash, securities or
other property pursuant to a share exchange transaction or (c) any liquidation or dissolution of the Company.


 


(2)               Consequences
of a Reorganization Event on Awards Other than Restricted Stock Awards. In connection with a Reorganization Event, the Board may
take any one or more of the following actions as to all or any (or any portion of) outstanding Awards other than Restricted Stock
Awards on such terms as the Board determines: (i) provide that Awards shall be assumed, or substantially equivalent Awards
shall be substituted, by the acquiring or succeeding corporation (or an affiliate thereof), (ii) upon written notice to a
Participant, provide that the Participant’s unexercised Awards will terminate immediately prior to the consummation of such
Reorganization Event unless exercised by the Participant within a specified period following the date of such notice,
(iii) provide that outstanding Awards shall become exercisable, realizable, or deliverable, or restrictions applicable to an
Award shall lapse, in whole or in part prior to or upon such Reorganization Event, (iv) in the event of a Reorganization Event
under the terms of which holders of Common Stock will receive upon consummation thereof a cash payment for each share surrendered in
the Reorganization Event (the “Acquisition Price”), make or provide for a cash payment to a Participant equal to the
excess, if any, of (A) the Acquisition Price times the number of shares of Common Stock subject to the Participant’s
Awards (to the extent the exercise price does not exceed the Acquisition Price) over (B) the aggregate exercise price of all such
outstanding Awards and any applicable tax withholdings, in exchange for the termination of such Awards, (v) provide that, in
connection with a liquidation or dissolution of the Company, Awards shall convert into the right to receive liquidation proceeds (if
applicable, net of the exercise price thereof and any applicable tax withholdings) and (vi) any combination of the foregoing. In
taking any of the actions permitted under this Section 8(b), the Board shall not be obligated by the Plan to treat all Awards, all
Awards held by a Participant, or all Awards of the same type, identically.


 






    4 


     


    

 


For purposes of clause (i) above, an Option
shall be considered assumed if, following consummation of the Reorganization Event, the Option confers the right to purchase, for each
share of Common Stock subject to the Option immediately prior to the consummation of the Reorganization Event, the consideration (whether
cash, securities or other property) received as a result of the Reorganization Event by holders of Common Stock for each share of Common
Stock held immediately prior to the consummation of the Reorganization Event (and if holders were offered a choice of consideration, the
type of consideration chosen by the holders of a majority of the outstanding shares of Common Stock); provided, however, that if the consideration
received as a result of the Reorganization Event is not solely common stock of the acquiring or succeeding corporation (or an affiliate
thereof), the Company may, with the consent of the acquiring or succeeding corporation, provide for the consideration to be received upon
the exercise of Options to consist solely of common stock of the acquiring or succeeding corporation (or an affiliate thereof) equivalent
in value (as determined by the Board) to the per share consideration received by holders of outstanding shares of Common Stock as a result
of the Reorganization Event.


 


(3)               Consequences
of a Reorganization Event on Restricted Stock Awards. Upon the occurrence of a Reorganization Event other than a liquidation or
dissolution of the Company, the repurchase and other rights of the Company under each outstanding Restricted Stock Award shall inure
to the benefit of the Company’s successor and shall, unless the Board determines otherwise, apply to the cash, securities or
other property which the Common Stock was converted into or exchanged for pursuant to such Reorganization Event in the same manner
and to the same extent as they applied to the Common Stock subject to such Restricted Stock Award. Upon the occurrence of a
Reorganization Event involving the liquidation or dissolution of the Company, except to the extent specifically provided to the
contrary in the instrument evidencing any Restricted Stock Award or any other agreement between a Participant and the Company, all
restrictions and conditions on all Restricted Stock Awards then outstanding shall automatically be deemed terminated or
satisfied.


 


9.                 
General Provisions Applicable to Awards


 


(a)              
Transferability of Awards. Except as the Board may otherwise determine or provide in an Award, Awards shall not be
sold, assigned, transferred, pledged or otherwise encumbered by the person to whom they are granted, either voluntarily or by operation
of law, except by will or the laws of descent and distribution or, other than in the case of an Incentive Stock Option, pursuant to a
qualified domestic relations order, and, during the life of the Participant, shall be exercisable only by the Participant. References
to a Participant, to the extent relevant in the context, shall include references to authorized transferees.


 


(b)              
Documentation. Each Award shall be evidenced in such form (written, electronic or otherwise) as the Board shall determine.
Each Award may contain terms and conditions in addition to those set forth in the Plan.


 


(c)              
Board Discretion. Except as otherwise provided by the Plan, each Award may be made alone or in addition or in relation
to any other Award. The terms of each Award need not be identical, and the Board need not treat Participants uniformly.


 


(d)              
Termination of Status. The Board shall determine the effect on an Award of the disability, death, termination or
other cessation of employment, authorized leave of absence or other change in the employment or other status of a Participant and the
extent to which, and the period during which, the Participant, or the Participant’s legal representative, conservator, guardian
or Designated Beneficiary, may exercise rights under the Award.


 


(e)              
Withholding. The Participant must satisfy all applicable federal, state, and local or other income and employment
tax withholding obligations before the Company will deliver stock certificates or otherwise recognize ownership of Common Stock under
an Award. The Company may decide to satisfy the withholding obligations through additional withholding on salary or wages. If the Company
elects not to or cannot withhold from other compensation, the Participant must pay the Company the full amount, if any, required for withholding
or have a broker tender to the Company cash equal to the withholding obligations. Payment of withholding obligations is due before the
Company will issue any shares on exercise or release from forfeiture of an Award or, if the Company so requires, at the same time as is
payment of the exercise price unless the Company determines otherwise. If provided for in an Award or approved by the Board in its sole
discretion, a Participant may satisfy such tax obligations in whole or in part by delivery of shares of Common Stock, including shares
retained from the Award creating the tax obligation, valued at their Fair Market Value; provided, however, except as otherwise provided
by the Board, that the total tax withholding where stock is being used to satisfy such tax obligations cannot exceed the Company’s
minimum statutory withholding obligations (based on minimum statutory withholding rates for federal and state tax purposes, including
payroll taxes, that are applicable to such supplemental taxable income). Shares surrendered to satisfy tax withholding requirements cannot
be subject to any repurchase, forfeiture, unfulfilled vesting or other similar requirements.


 






    5 


     


    

 


(f)               
 Amendment of Award.


 


(1)              
The Board may amend, modify or terminate any outstanding Award, including but not limited to, substituting therefor another
Award of the same or a different type, changing the date of exercise or realization, and converting an Incentive Stock Option to a Nonstatutory
Stock Option. The Participant’s consent to such action shall be required unless (i) the Board determines that the action, taking
into account any related action, would not materially and adversely affect the Participant’s rights under the Plan or (ii) the change
is permitted under Section 8 hereof.


 


(2)              
The Board may, without stockholder approval, amend any outstanding Award granted under the Plan to provide an exercise price
per share that is lower than the then-current exercise price per share of such outstanding Award. The Board may also, without stockholder
approval, cancel any outstanding award (whether or not granted under the Plan) and grant in substitution therefor new Awards under the
Plan covering the same or a different number of shares of Common Stock and having an exercise price per share lower than the then-current
exercise price per share of the cancelled award.


 


(g)              
Conditions on Delivery of Stock. The Company will not be obligated to deliver any shares of Common Stock pursuant
to the Plan or to remove restrictions from shares previously delivered under the Plan until (i) all conditions of the Award have been
met or removed to the satisfaction of the Company, (ii) in the opinion of the Company’s counsel, all other legal matters in
connection with the issuance and delivery of such shares have been satisfied, including any applicable securities laws and any applicable
stock exchange or stock market rules and regulations, and (iii) the Participant has executed and delivered to the Company such representations
or agreements as the Company may consider appropriate to satisfy the requirements of any applicable laws, rules or regulations.


 


(h)              
Acceleration. The Board may at any time provide that any Award shall become immediately exercisable in full or in
part, free of some or all restrictions or conditions, or otherwise realizable in full or in part, as the case may be.


 


10.             
Miscellaneous


 


(a)              
No Right To Employment or Other Status. No person shall have any claim or right to be granted an Award, and the grant
of an Award shall not be construed as giving a Participant the right to continued employment or any other relationship with the Company.
The Company expressly reserves the right at any time to dismiss or otherwise terminate its relationship with a Participant free from any
liability or claim under the Plan, except as expressly provided in the applicable Award.


 


(b)              
No Rights As Stockholder. Subject to the provisions of the applicable Award, no Participant or Designated Beneficiary
shall have any rights as a stockholder with respect to any shares of Common Stock to be distributed with respect to an Award until becoming
the record holder of such shares.


 


(c)               Effective
Date and Term of Plan. The Plan shall become effective on the date on which it is adopted by the Board. No Awards shall be
granted under the Plan after the expiration of 10 years from the earlier of (i) the date on which the Plan was adopted by the Board
or (ii) the date the Plan was approved by the Company’s stockholders, but Awards previously granted may extend beyond that
date.


 






    6 


     


    

 


(d)              
Amendment of Plan. The Board may amend, suspend or terminate the Plan or any portion thereof at any time; provided
that if at any time the approval of the Company’s stockholders is required as to any modification or amendment under Section 422
of the Code or any successor provision with respect to Incentive Stock Options, the Board may not effect such modification or amendment
without such approval. Unless otherwise specified in the amendment, any amendment to the Plan adopted in accordance with this Section
10(d) shall apply to, and be binding on the holders of, all Awards outstanding under the Plan at the time the amendment is adopted, provided
the Board determines that such amendment does not materially and adversely affect the rights of Participants under the Plan.


 


(e)              
Authorization of Sub-Plans. The Board may from time to time establish one or more sub-plans under the Plan for purposes
of satisfying applicable blue sky, securities or tax laws of various jurisdictions. The Board shall establish such sub-plans by adopting
supplements to this Plan containing (i) such limitations on the Board’s discretion under the Plan as the Board deems necessary or
desirable or (ii) such additional terms and conditions not otherwise inconsistent with the Plan as the Board shall deem necessary or desirable.
All supplements adopted by the Board shall be deemed to be part of the Plan, but each supplement shall apply only to Participants within
the affected jurisdiction and the Company shall not be required to provide copies of any supplement to Participants in any jurisdiction
which is not the subject of such supplement.


 


(f)               
Compliance with Code Section 409A. No Award shall provide for deferral of compensation that does not comply with
Section 409A of the Code, unless the Board, at the time of grant, specifically provides that the Award is not intended to comply with
Section 409A of the Code. The Company shall have no liability to a Participant, or any other party, if an Award that is intended to be
exempt from, or compliant with, Section 409A is not so exempt or compliant or for any action taken by the Board.


 


(g)              
Governing Law. The provisions of the Plan and all Awards made hereunder shall be governed by and interpreted in accordance
with the laws of the State of Delaware, excluding choice-of-law principles of the law of such state that would require the application
of the laws of a jurisdiction other than such state.


 






    7 


     


    

 


IMMUNEERING CORPORATION


 


2008 STOCK INCENTIVE PLAN


 


CALIFORNIA SUPPLEMENT


 


Pursuant to Section 10(e) of the Plan, the Board
has adopted this supplement for purposes of satisfying the requirements of Section 25102(o) of the California Law:


 


Any Awards granted under the Plan to a Participant
who is a resident of the State of California on the date of grant (a “California Participant”) shall be subject to the following
additional limitations, terms and conditions:


 


1.                 
Additional Limitations on Options.


 


(a)              
Minimum Vesting Rate. Except in the case of Options granted to California Participants who are officers, directors,
managers, consultants or advisors of the Company or its affiliates (which Options may become exercisable at whatever rate is determined
by the Board), Options granted to California Participants shall become exercisable at a rate of not less than 20% per year over five years
from the date of grant; provided, that, such Options may be subject to such reasonable forfeiture conditions as the Board
may choose to impose and which are not inconsistent with Section 260.140.41 of the California Regulations.


 


(b)              
Minimum Exercise Price. The exercise price of Options granted to California Participants may not be less than 85%
of the Fair Market Value of the Common Stock on the date of grant in the case of a Nonstatutory Stock Option or less than 100% of the
Fair Market Value of the Common Stock on the date of grant in the case of an Incentive Stock Option; provided, however,
that if the California Participant is a person who owns stock possessing more than 10% of the total combined voting power of all classes
of stock of the Company or its parent or subsidiary corporations, the exercise price shall be not less than 110% of the Fair Market Value
of the Common Stock on the date of grant.


 


(c)              
Maximum Duration of Options. No Options granted to California Participants shall have a term in excess of 10 years
measured from the Option grant date.


 


(d)              
Minimum Exercise Period Following Termination. Unless a California Participant’s employment is terminated for
cause (as defined by applicable law, the terms of any contract of employment between the Company and such Participant, or in the instrument
evidencing the grant of such Participant’s Option), in the event of termination of employment of such Participant, such Participant
shall have the right to exercise an Option, to the extent that he or she was otherwise entitled to exercise such Option on the date employment
terminated, as follows: (i) at least six months from the date of termination, if termination was caused by such Participant’s death
or “permanent and total disability” (within the meaning of Section 22(e)(3) of the Code) and (ii) at least 30 days from the
date of termination, if termination was caused other than by such Participant’s death or “permanent and total disability”
(within the meaning of Section 22(e)(3) of the Code).


 


(e)              
 Limitation on Repurchase Rights. If an Option granted to a California Participant gives the Company the right to
repurchase shares of Common Stock issued pursuant to the Plan upon termination of employment of such Participant, the terms of such repurchase
right must comply with Section 260.140.41(k) of the California Regulations.


 






    8 


     


    

 


2.                 
Additional Limitations for Restricted Stock Awards.


 


(a)              
Minimum Purchase Price. The purchase price for a Restricted Stock Award granted to a California Participant shall
be not less than 85% of the Fair Market Value of the Common Stock at the time such Participant is granted the right to purchase shares
under the Plan or at the time the purchase is consummated; provided, however, that if such Participant is a person who owns
stock possessing more than 10% of the total combined voting power or value of all classes of stock of the Company or its parent or subsidiary
corporations, the purchase price shall be not less than 100% of the Fair Market Value of the Common Stock at the time such Participant
is granted the right to purchase shares under the Plan or at the time the purchase is consummated.


 


(b)              
Limitation of Repurchase Rights. If a Restricted Stock Award granted to a California Participant gives the Company
the right to repurchase shares of Common Stock issued pursuant to the Plan upon termination of employment of such Participant, the terms
of such repurchase right must comply with Section 260.140.42(h) of the California Regulations.


 


3.                 
Additional Limitations for Other Stock-Based Awards. The terms of all Awards granted to a California Participant
under Section 7 of the Plan shall comply, to the extent applicable, with Section 260.140.41 or Section 260.140.42 of the California Regulations.


 


4.                 
Additional Requirement to Provide Information to California Participants. The Company shall provide to each California
Participant and to each California Participant who acquires Common Stock pursuant to the Plan, not less frequently than annually, copies
of annual financial statements (which need not be audited). The Company shall not be required to provide such statements to key employees
whose duties in connection with the Company assure their access to equivalent information.


 


5.                 
Additional Limitations on Timing of Awards. No Award granted to a California Participant shall become exercisable,
vested or realizable, as applicable to such Award, unless the Plan has been approved by the holders of a majority of the Company’s
outstanding voting securities within 12 months before or after the date the Plan was adopted by the Board.


 


6.                 
Additional Limitations Relating to Definition of Fair Market Value. For purposes of Section 1(b) and 2(a) of this
supplement, “Fair Market Value” shall be determined in a manner not inconsistent with Section 260.140.50 of the California
Regulations.


 


7.                 
Additional Restriction Regarding Recapitalizations, Stock Splits, Etc. For purposes of Section 8 of the Plan, in
the event of a stock split, reverse stock split, stock dividend, recapitalization, combination, reclassification or other distribution
of the Company's securities, the number of securities allocated to each California Participant must be adjusted proportionately and without
the receipt by the Company of any consideration from any California Participant.


 








    9