Exhibit 10.1


ARGOS THERAPEUTICS,
INC.


 


2014 STOCK INCENTIVE
PLAN


 


1.       Purpose


 


The purpose of this 2014 Stock Incentive
Plan (the “Plan”) of Argos Therapeutics, Inc., 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 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
and directors, as well as consultants and advisors to the Company (as such terms are defined and interpreted for purposes of Form
S-8 under the Securities Act of 1933, as amended (the “Securities Act”), or any successor form) are eligible
to be granted Awards under the Plan. Each person who is granted an Award under the Plan is deemed a “Participant.”
“Award” means Options (as defined in Section 5), SARs (as defined in Section 6), Restricted Stock (as
defined in Section 7), Restricted Stock Units (as defined in Section 7) and Other Stock-Based Awards (as defined in Section 8).


 


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 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.


 


(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 Options and other Awards that
constitute rights under Delaware law (subject to any limitations under the Plan) to employees or officers of the Company and to
exercise such other powers under the Plan as the Board may determine, provided that the Board shall fix the terms of such
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 such Awards that the officers may grant; provided further,
however, that no officer shall be authorized to grant such 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). The Board may not delegate authority under this Section 3(c)
to grant Restricted Stock, unless Delaware law then permits such delegation.






    

     

    

4.       Stock
Available for Awards


 


(a) Number of Shares; Share Counting.


 


(1) Authorized Number of Shares. Subject to adjustment
under Section 9, Awards may be made under the Plan (any or all of which Awards may be in the form of Incentive Stock Options, as
defined in Section 5(b)) for up to such number of shares of common stock, $0.001 par value per share, of the Company (the “Common
Stock”) as is equal to the sum of:


 


(A) 1,951,182 shares of Common Stock; plus


 


(B) such additional number of shares of Common Stock (up to
357,841 shares) as is equal to the sum of (x) the number of shares of Common Stock reserved for issuance under the Company’s
2008 Stock Incentive Plan (the “Existing Plan”) that remain available for grant under the Existing Plan
immediately prior to the closing of the Company’s initial public offering and (y) the number of shares of Common Stock subject
to awards granted under the Existing Plan which awards expire, terminate or are otherwise surrendered, canceled, forfeited or repurchased
by the Company at their original issuance price pursuant to a contractual repurchase right (subject, however, in the case of Incentive
Stock Options to any limitations of the Code); plus


 


(C) an annual increase to be added on the first day of each
of the fiscal year, beginning with the fiscal year ending December 31, 2015 and continuing each fiscal year until, and including,
the fiscal year ending December 31, 2024, equal to the least of (i) 2,309,023 shares of Common Stock, (ii) four percent (4%) of
the outstanding shares of Common Stock on such date or (iii) an amount determined by the Board.


 


Shares issued under the Plan may consist
in whole or in part of authorized but unissued shares or treasury shares.


 


(2) Share Counting. For purposes of counting the number
of shares available for the grant of Awards under the Plan:


 


(A) all shares of Common Stock covered by SARs shall be counted
against the number of shares available for the grant of Awards under the Plan; provided, however, that (i) SARs that may
be settled only in cash shall not be so counted and (ii) if the Company grants an SAR in tandem with an Option for the same number
of shares of Common Stock and provides that only one such Award may be exercised (a “Tandem SAR”), only
the shares covered by the Option, and not the shares covered by the Tandem SAR, shall be so counted, and the expiration of one
in connection with the other’s exercise will not restore shares to the Plan;


 


(B) if any Award (i) expires or is terminated, surrendered or
canceled without having been fully exercised or 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 (ii) results in any Common Stock not being issued (including as a result of an SAR that was settleable either in cash or in
stock actually being settled in cash), the unused Common Stock covered by such Award shall again be available for the grant of
Awards; provided, however, that (1) in the case of Incentive Stock Options, the foregoing shall be subject to any limitations
under the Code, (2) in the case of the exercise of an SAR, the number of shares counted against the shares available under the
Plan and against the sublimits listed in the first clause of this Section 4(a)(2) shall be the full number of shares subject to
the SAR multiplied by the percentage of the SAR actually exercised, regardless of the number of shares actually used to settle
such SAR upon exercise and (3) the shares covered by a Tandem SAR shall not again become available for grant upon the expiration
or termination of such Tandem SAR; and


 


(C) shares of Common Stock delivered (either by actual delivery,
attestation, or net exercise) to the Company by a Participant to (i) purchase shares of Common Stock upon the exercise of an Award
or (ii) satisfy tax withholding obligations (including shares retained from the Award creating the tax obligation) shall not be
added back to the number of shares available for the future grant of Awards.






    

     

    

(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)(1)
or any sublimit contained in the Plan, 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.


 


(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 Argos Therapeutics, Inc., any of Argos Therapeutics, Inc.’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. An Option that is not intended to be an Incentive Stock Option shall be designated a “Nonstatutory
Stock Option.” 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 if the Company converts 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 per share of Common Stock as determined by (or in a manner approved by) the Board (“Fair
Market Value”) on the date the Option is granted; provided that if the Board approves the grant of an Option
with an exercise price to be determined on a future date, the exercise price shall be not less than 100% of the Fair Market Value
on such future date.


 


(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; provided,
however, that no Option will be granted with a term in excess of 10 years.


 


(e) Exercise of Options. Options may be exercised by
delivery to the Company of a notice of exercise in a form (which may be electronic) approved by the Company, together with payment
in full (in the manner specified in Section 5(f)) of the exercise price 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.


 


(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) except as may otherwise be provided in the applicable Option
agreement or approved by the Board, in its sole discretion, 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) 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, 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 provided for in the applicable Nonstatutory
Stock Option agreement or approved by the Board in its sole discretion, by delivery of a notice of “net exercise” to
the Company, as a result of which the Participant would receive (i) the number of shares underlying the portion of the Option being
exercised, less (ii) such number of shares as is equal to (A) the aggregate exercise price for the portion of the Option being
exercised divided by (B) the Fair Market Value on the date of exercise;


 


(5) 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


 


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


 


(g) Limitations on Repricing. Unless such action is approved
by the Company’s stockholders, the Company may not (except as provided for under Section 9): (1) amend any outstanding Option
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 Option, (2) cancel any outstanding option (whether or not granted under the Plan) and grant in substitution therefor
new Awards under the Plan (other than Awards granted pursuant to Section 4(b)) 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 option,
(3) cancel in exchange for a cash payment any outstanding Option with an exercise price per share above the then-current Fair Market
Value, or (4) take any other action under the Plan that constitutes a “repricing” within the meaning of the rules of
the NASDAQ Stock Market (“NASDAQ”).



 


6.       Stock
Appreciation Rights


 


(a) General. The Board may grant Awards consisting of
stock appreciation rights (“SARs”) entitling the holder, upon exercise, to receive an amount of Common
Stock or cash or a combination thereof (such form to be determined by the Board) determined by reference to appreciation, from
and after the date of grant, in the Fair Market Value of a share of Common Stock over the measurement price established pursuant
to Section 6(b). The date as of which such appreciation is determined shall be the exercise date.


 


(b) Measurement Price. The Board shall establish the
measurement price of each SAR and specify it in the applicable SAR agreement. The measurement price shall not be less than 100%
of the Fair Market Value on the date the SAR is granted; provided that if the Board approves the grant of an SAR effective
as of a future date, the measurement price shall be not less than 100% of the Fair Market Value on such future date.


 


(c) Duration of SARs. Each SAR shall be exercisable at
such times and subject to such terms and conditions as the Board may specify in the applicable SAR agreement; provided, however,
that no SAR will be granted with a term in excess of 10 years.


 


(d) Exercise of SARs. SARs may be exercised by delivery
to the Company of a notice of exercise in a form (which may be electronic) approved by the Company, together with any other documents
required by the Board.


 


(e) Limitation on Repricing. Unless such action is approved
by the Company’s stockholders, the Company may not (except as provided for under Section 9): (1) amend any outstanding SAR
granted under the Plan to provide a measurement price per share that is lower than the then-current measurement price per share
of such outstanding SAR, (2) cancel any outstanding SAR (whether or not granted under the Plan) and grant in substitution therefor
new Awards under the Plan (other than Awards granted pursuant to Section 4(b)) covering the same or a different number of shares
of Common Stock and having an exercise or measurement price per share lower than the then-current measurement price per share of
the cancelled SAR, (3) cancel in exchange for a cash payment any outstanding SAR with a measurement price per share above the then-current
Fair Market Value, or (4) take any other action under the Plan that constitutes a “repricing” within the meaning of
the rules of NASDAQ






    

     

    

7.       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. The Board may also 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. Unless otherwise provided in the applicable
Award agreement, any dividends (whether paid in cash, stock or property) declared and paid by the Company with respect to shares
of Restricted Stock (“Accrued Dividends”) shall be paid to the Participant only if and when such shares
become free from the restrictions on transferability and forfeitability that apply to such shares. Each payment of Accrued Dividends
will be made no later than the end of the calendar year in which the dividends are paid to stockholders of that class of stock
or, if later, the 15th day of the third month following the lapsing of the restrictions on transferability and the forfeitability
provisions applicable to the underlying shares of Restricted Stock.


 


(2) Stock Certificates. The Company may require that
any stock certificates issued in respect of shares of Restricted Stock, as well as dividends or distributions paid on such 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 his or her Designated Beneficiary.
“Designated Beneficiary” means (i) 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 or (ii)
in the absence of an effective designation by a Participant, the Participant’s estate.


 


(d) Additional Provisions Relating to Restricted Stock Units.


 


(1) Settlement. Upon the vesting of and/or lapsing of
any other restrictions (i.e., settlement) with respect to each Restricted Stock Unit, the Participant shall be entitled to receive
from the Company such number of shares of Common Stock or (if so provided in the applicable Award agreement) an amount of cash
equal to the Fair Market Value of such number of shares of Common Stock as are set forth in the applicable Restricted Stock Unit
agreement. The Board may, in its discretion, provide that settlement of Restricted Stock Units shall be deferred, on a mandatory
basis or at the election of the Participant in a manner that complies with Section 409A of the Code.


 


(2) Voting Rights. A Participant shall have no voting
rights with respect to any Restricted Stock Units.


 


(3) Dividend Equivalents. The Award agreement for Restricted
Stock Units may provide Participants with the right to receive an amount equal to any dividends or other distributions declared
and paid on an equal number of outstanding shares of Common Stock (“Dividend Equivalents”). Dividend
Equivalents may be paid currently or credited to an account for the Participant, may be settled in cash and/or shares of Common
Stock and may be subject to the same restrictions on transfer and forfeitability as the Restricted Stock Units with respect to
which paid, in each case to the extent provided in the Award agreement.






    

     

    

8.       Other
Stock-Based Awards


 


(a) General. 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”). 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.


 


(b) Terms and Conditions. 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.


 


9.       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 the Plan, (ii) the share counting rules set forth in Sections
4(a), (iii) the number and class of securities and exercise price per share of each outstanding Option, (iv) the share and per-share
provisions and the measurement price of each outstanding SAR, (v) the number of shares subject to and the repurchase price per
share subject to each outstanding Restricted Stock Award and (vi) the share and per-share-related provisions and the purchase price,
if any, of each outstanding Other Stock-Based 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 transfer or disposition of all of the Common Stock of the Company for cash, securities or other property pursuant to a share
exchange or other transaction or (c) any liquidation or dissolution of the Company.


 


(2) Consequences of a Reorganization Event on Awards Other
than Restricted Stock.


 


(A) 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
on such terms as the Board determines (except to the extent specifically provided otherwise in an applicable Award agreement or
another agreement between the Company and the Participant): (i) provide that such 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 all of the Participant’s unexercised Awards will terminate immediately prior to the consummation
of such Reorganization Event unless exercised by the Participant (to the extent then exercisable) 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 Participants
with respect to each Award held by a Participant equal to (A) the number of shares of Common Stock subject to the vested portion
of the Award (after giving effect to any acceleration of vesting that occurs upon or immediately prior to such Reorganization Event)
multiplied by (B) the excess, if any, of (I) the Acquisition Price over (II) the exercise, measurement or purchase price of such
Award and any applicable tax withholdings, in exchange for the termination of such Award, (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, measurement or purchase price thereof and any applicable tax withholdings) and (vi) any combination of the
foregoing. In taking any of the actions permitted under this Section 9(b)(2), 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.


 






    

     

    

(B) Notwithstanding the terms of Section 9(b)(2)(A), in the
case of outstanding Restricted Stock Units that are subject to Section 409A of the Code: (i) if the applicable Restricted Stock
Unit agreement provides that the Restricted Stock Units shall be settled upon a “change in control event” within the
meaning of Treasury Regulation Section 1.409A-3(i)(5)(i), and the Reorganization Event constitutes such a “change in control
event”, then no assumption or substitution shall be permitted pursuant to Section 9(b)(2)(A)(i) and the Restricted Stock
Units shall instead be settled in accordance with the terms of the applicable Restricted Stock Unit agreement; and (ii) the Board
may only undertake the actions set forth in clauses (iii), (iv) or (v) of Section 9(b)(2)(A) if the Reorganization Event constitutes
a “change in control event” as defined under Treasury Regulation Section 1.409A-3(i)(5)(i) and such action is permitted
or required by Section 409A of the Code; if the Reorganization Event is not a “change in control event” as so defined
or such action is not permitted or required by Section 409A of the Code, and the acquiring or succeeding corporation does not assume
or substitute the Restricted Stock Units pursuant to clause (i) of Section 9(b)(2)(A), then the unvested Restricted Stock Units
shall terminate immediately prior to the consummation of the Reorganization Event without any payment in exchange therefor.


 


(C) For purposes of Section 9(b)(2)(A)(i), an Award (other than
Restricted Stock) shall be considered assumed if, following consummation of the Reorganization Event, such Award confers the right
to purchase or receive pursuant to the terms of such Award, for each share of Common Stock subject to the Award 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 or settlement of the Award to consist solely of such number of shares of common stock of the acquiring or succeeding corporation
(or an affiliate thereof) that the Board determined to be equivalent in value (as of the date of such determination or another
date specified 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. Upon the occurrence of a Reorganization Event other than a liquidation or dissolution of the Company, the repurchase
and other rights of the Company with respect to outstanding Restricted Stock 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 such Restricted Stock; provided, however, that the Board may provide for termination or deemed satisfaction of
such repurchase or other rights under the instrument evidencing any Restricted Stock or any other agreement between a Participant
and the Company, either initially or by amendment. 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 or
any other agreement between a Participant and the Company, all restrictions and conditions on all Restricted Stock then outstanding
shall automatically be deemed terminated or satisfied.


 


10.       General
Provisions Applicable to Awards


 


(a) Transferability of Awards. 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;
provided, however, that the Board may permit or provide in an Award for the gratuitous transfer of the Award by the Participant
to or for the benefit of any immediate family member, family trust or other entity established for the benefit of the Participant
and/or an immediate family member thereof if the Company would be eligible to use a Form S-8 under the Securities Act for the registration
of the sale of the Common Stock subject to such Award to such proposed transferee; provided further, that the Company shall
not be required to recognize any such permitted transfer until such time as such permitted transferee shall, as a condition to
such transfer, deliver to the Company a written instrument in form and substance satisfactory to the Company confirming that such
transferee shall be bound by all of the terms and conditions of the Award. References to a Participant, to the extent relevant
in the context, shall include references to authorized transferees. For the avoidance of doubt, nothing contained in this Section
10(a) shall be deemed to restrict a transfer to the Company.






    

     

    

(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,
vesting or release from forfeiture of an Award or at the same time as payment of the exercise or purchase 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 (either by actual delivery or attestation) 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 used to satisfy
tax withholding requirements cannot be subject to any repurchase, forfeiture, unfulfilled vesting or other similar requirements.


 


(f) Amendment of Award. Except as otherwise provided
in Sections 5(g) and 6(e) with regards to repricings or Section 11(d) with regard to actions requiring stockholder approval, 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, does not materially and adversely affect the Participant’s rights under the Plan
or (ii) the change is permitted under Section 9.


 


(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 issued
or 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 regulations 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 whole or in part, free of some or all restrictions or conditions, or otherwise
realizable in whole or in part, as the case may be.


 


11.       Miscellaneous


 


(a) No Right To Employment or Other Status. No person
shall have any claim or right to be granted an Award by virtue of the adoption of the Plan, 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 the Plan is approved by the Company’s stockholders (the “Effective Date”).
No Awards shall be granted under the Plan after the expiration of 10 years from the Effective Date, but Awards previously granted
may extend beyond that date.


 


(d) Amendment of Plan. The Board may amend, suspend or
terminate the Plan or any portion thereof at any time provided that (i) to the extent required by Section 162(m) of the Code, no
Award granted to a Participant that is intended to comply with Section 162(m) of the Code after the date of such amendment shall
become exercisable, realizable or vested, as applicable to such Award, unless and until the Company’s stockholders approve
such amendment in the manner required by Section 162(m) of the Code; and (ii) no amendment that would require stockholder approval
under the rules of NASDAQ may be made effective unless and until the Company’s stockholders approve such amendment;. In addition,
if at any time the approval of the Company’s stockholders is required as to any other 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 11(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, taking into account any related action, does not materially
and adversely affect the rights of Participants under the Plan. No Award shall be made that is conditioned upon stockholder approval
of any amendment to the Plan unless the Award provides that (i) it will terminate or be forfeited if stockholder approval of such
amendment is not obtained within no more than 12 months from the date of grant and (2) it may not be exercised or settled (or otherwise
result in the issuance of Common Stock) prior to such stockholder approval.


 


(e) Authorization of Sub-Plans (including for Grants to non-U.S.
Employees). The Board may from time to time establish one or more sub-plans under the Plan for purposes of satisfying applicable
securities, tax or other laws of various jurisdictions. The Board shall establish such sub-plans by adopting supplements to the
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 Section 409A of the Code. Except
as provided in individual Award agreements initially or by amendment, if and to the extent (i) any portion of any payment, compensation
or other benefit provided to a Participant pursuant to the Plan in connection with his or her employment termination constitutes
“nonqualified deferred compensation” within the meaning of Section 409A of the Code and (ii) the Participant is a specified
employee as defined in Section 409A(a)(2)(B)(i) of the Code, in each case as determined by the Company in accordance with its procedures,
by which determinations the Participant (through accepting the Award) agrees that he or she is bound, such portion of the payment,
compensation or other benefit shall not be paid before the day that is six months plus one day after the date of “separation
from service” (as determined under Section 409A of the Code) (the “New Payment Date”), except as
Section 409A of the Code may then permit. The aggregate of any payments that otherwise would have been paid to the Participant
during the period between the date of separation from service and the New Payment Date shall be paid to the Participant in a lump
sum on such New Payment Date, and any remaining payments will be paid on their original schedule.






    

     

    

The Company makes no representations or
warranty and shall have no liability to the Participant or any other person if any provisions of or payments, compensation or other
benefits under the Plan are determined to constitute nonqualified deferred compensation subject to Section 409A of the Code but
do not to satisfy the conditions of that section.


 


(g) Limitations on Liability. Notwithstanding any other
provisions of the Plan, no individual acting as a director, officer, employee or agent of the Company will be liable to any Participant,
former Participant, spouse, beneficiary, or any other person for any claim, loss, liability, or expense incurred in connection
with the Plan, nor will such individual be personally liable with respect to the Plan because of any contract or other instrument
he or she executes in his or her capacity as a director, officer, employee or agent of the Company. The Company will indemnify
and hold harmless each director, officer, employee or agent of the Company to whom any duty or power relating to the administration
or interpretation of the Plan has been or will be delegated, against any cost or expense (including attorneys’ fees) or liability
(including any sum paid in settlement of a claim with the Board’s approval) arising out of any act or omission to act concerning
the Plan unless arising out of such person’s own fraud or bad faith.


 


(h) 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 the State
of Delaware.


 






    

     

    

AMENDMENT TO



ARGOS THERAPEUTICS, INC.



2014 STOCK INCENTIVE PLAN


 


        WHEREAS,
Argos Therapeutics, Inc. (the "Company") desires to amend the Argos Therapeutics, Inc. 2014 Stock Incentive
Plan, as amended (the "2014 Plan"), in the manner set forth below (the "Amendment"); and


 


        WHEREAS,
on June 14, 2017, subject to stockholder approval, the Board of Directors of the Company approved the Amendment.


 


        NOW
THEREFORE, in accordance with Section 11(d) of the 2014 Plan, the 2014 Plan is hereby amended as follows:


 


1.Section 4(a) of the 2014 Plan is hereby amended by deleting
subsection (1) thereof in its entirety and substituting the following in lieu thereof:


 


“(1)    Authorized Number
of Shares. Subject to adjustment under Section 9, Awards may be made under the Plan (any or all of which Awards may be
in the form of Incentive Stock Options, as defined in Section 5(b)) for up to such number of shares of common stock, $0.001
par value per share, of the Company (the “Common Stock”) as is equal to the sum of:


 


(A)    11,611,506
shares of Common Stock; plus


 


(B)    an annual increase to be
added on the first day of each of the fiscal year, beginning with the fiscal year ending December 31, 2018 and continuing
each fiscal year until, and including, the fiscal year ending December 31, 2024, equal to the lowest of (i) 5,000,000
shares of Common Stock, (ii) four percent (4%) of the outstanding shares of Common Stock on such date or (iii) an
amount determined by the Board.


 


Shares issued under the Plan may consist in whole or
in part of authorized but unissued shares or treasury shares.


 


        The
Amendment shall be effective upon approval of the stockholders of the Company at the Company's 2017 annual meeting of stockholders
and shall only be applicable with respect to Awards granted after such approval. If the Amendment is not so approved at such meeting,
then the amendment to the 2014 Plan set forth herein shall be void ab initio.


 


        Except
as herein above provided, the 2014 Plan is hereby ratified, confirmed and approved in all respects.