EXHIBIT 10.1


 


2017
STOCK OPTION AND INCENTIVE PLAN 


 


I.
GENERAL


 


		1.	Purpose.
                                         This 2017 Stock Option and Incentive Plan (the Plan) of ImmuCell Corporation (the Company)
                                         is intended to advance the interests of the Company by providing certain of its employees
                                         and certain other individuals providing services to the Company with an additional incentive,
                                         encouraging stock ownership by such individuals, increasing their proprietary interest
                                         in the success of the Company and encouraging them to remain employees of the Company
                                         or service providers for the Company.



 


		2.	Definitions.
                                         Whenever used herein, the following terms shall have the meanings set forth below:



 


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



 


		(b)	“Code”
                                         means the Internal Revenue Code of 1986, as it may be amended from time to time.



 


		(c)	“Committee”
                                         means the Compensation and Stock Option Committee appointed by the Board to administer
                                         this Plan pursuant to Section 3 hereof.



 


		(d)	“Company
                                         Group” means the Company, a parent corporation or subsidiary corporation of the
                                         Company, or a corporation, or a parent corporation or subsidiary corporation of such
                                         corporation, issuing or assuming an Option in a transaction of the type described in
                                         Section 424(a) of the Code. The terms “parent corporation” and “subsidiary
                                         corporation” shall have the meanings assigned to such terms by Section 424 of the
                                         Code.



 


		(e)	“Disability”
                                         means a permanent and total disability as defined in Section 22(e)(3) of the Code.



 


		(f)	“Fair
                                         Market Value” means, if Shares are traded on a national exchange, the mean between
                                         the high and low sales prices for the Shares on the date on which the determination is
                                         made (or if no sales occurred on that date, on the next preceding date on which there
                                         was such a sale), or, if sales prices of Shares are made available for publication by
                                         the National Association of Securities Dealers Automated Quotation System (“NASDAQ”),
                                         the last sales price on the date on which such determination is made (or if no sales
                                         occurred on that date, on the next preceding date on which there was such a sale), or
                                         if no such prices are available, the fair market value as determined by rules to be adopted
                                         by the Committee.



 


		(g)	“Incentive
                                         Stock Option” means an Option granted pursuant to the Incentive Stock Option provisions
                                         as set forth in Part II of this Plan.



 






     


     


    

 


		(h)	“Nonqualified
                                         Stock Option” means an Option granted pursuant to the Nonqualified Stock Option
                                         provisions as set forth in Part III of this Plan



 


		(i)	“Option”
                                         means an option to purchase shares under this Plan.



 


		(j)	“Participant”
                                         means an individual to whom an Option is granted under this Plan.



 


		(k)	“Shares”
                                         means shares of the Company’s common stock



 


		3.	Administration.
                                         This Plan shall be administered by a Compensation and Stock Option Committee consisting
                                         of at least two members appointed by the Board. The members of the Committee shall at
                                         all times be: (i) “outside directors” as such term is defined in Treas. Reg.
                                         § 1.162-27(e)(3) (or any successor regulation); and (ii) “non-employee directors”
                                         within the meaning of Rule 16b-3 (or any successor rule) under the Securities Exchange
                                         Act of 1934, as amended, as such terms are interpreted from time to time. The Board,
                                         at its pleasure, may remove members from or add members to the Committee. A majority
                                         of Committee members shall constitute a quorum of members, and the actions of the majority
                                         shall be final and binding on the whole Committee.



 


In
addition to the other powers granted to the Committee under this Plan, the Committee shall have the power, subject to the terms
of this Plan: (i) to determine which of the eligible individuals shall be granted Options; (ii) to determine the time or times
when Options shall be granted and to determine the number of Shares subject to each Option; (iii) to accelerate or extend (except
for Incentive Stock Options) the date on which a previously granted Option may be exercised, provided that such extension shall
not extend the option beyond ten (10) years; (iv) to prescribe the form of agreement evidencing Options granted pursuant to this
Plan; and (v) to construe and interpret this Plan and the agreements evidencing Options granted pursuant to this Plan, and to
make all other determinations and take all other actions necessary or advisable for the administration of this Plan.


 


		4.	Eligibility.
                                         The individuals who shall be eligible to receive Options shall be such employees employed
                                         by a member of the Company Group and such other individuals providing services to a member
                                         of the Company Group as shall be selected by the Committee; provided, however, that only
                                         employees employed by a member of the Company Group shall be eligible to receive Incentive
                                         Stock Options. Participants chosen to participate under this Plan may be granted an Incentive
                                         Stock Option, a Nonqualified Stock Option, or any combination thereof.



 


		5.	Shares
                                         Subject to This Plan. The Shares subject to Options shall be either authorized and
                                         unissued Shares or Treasury Shares. The aggregate number of Shares which may be issued
                                         pursuant to this Plan shall be three hundred thousand (300,000). Except as provided below,
                                         if an Option shall expire and terminate for any reason, in whole or in part, without
                                         being exercised, the number of Shares as to which such expired or terminated Option shall
                                         not have been exercised may again become available for the grant of Options. The maximum
                                         number of shares with respect to which Options may be granted to any employee shall be
                                         limited to one hundred thousand (100,000) shares in any calendar year. Any or all Options
                                         granted hereunder may be Incentive Stock Options or Nonqualified Stock Options, subject
                                         to the criteria applicable thereto.



 






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		6.	No
                                         Tandem Options. There shall be no terms and conditions under an Option which provide
                                         that the exercise of an Incentive Stock Option reduces the number of shares for which
                                         a Nonqualified Stock Option may be exercised; and there shall be no terms and conditions
                                         under an Option which provide that the exercise of a Nonqualified Stock Option reduces
                                         the number of Shares for which an Incentive Stock Option may be exercised.



 


II.
INCENTIVE STOCK OPTION PROVISIONS


 


	 	1.	Grant of Incentive Stock Options. Subject to
the provisions of this Part II, the Committee shall from time to time determine those individuals eligible pursuant to Section
4 of Part I to whom Incentive Stock Options shall be granted and the number of Shares subject to, and terms and conditions of,
such Options. The aggregate Fair Market Value (determined as of the date of grant) of shares with respect to which incentive stock
options (as defined in Section 422 of the Code) are exercisable for the first time by an individual in a calendar year (under
all plans of the Company Group) shall not exceed $100,000. Anything herein to the contrary notwithstanding, no Incentive Stock
Option shall be granted to an employee if, at the time the Incentive Stock Option is granted, such employee owns stock possessing
more than 10% of the total combined voting power of all classes of stock of any member of the Company Group unless the option
price is at least 110% of the Fair Market Value of the Shares subject to the Incentive Stock Option at the time the Incentive
Stock Option is granted and the Incentive Stock Option is not exercisable after the expiration of five (5) years from the date
the Incentive Stock Option is granted.




 


	 	2.	Terms and Conditions of Incentive Stock Options.
Each Incentive Stock Option shall be evidenced by an option agreement which shall be in such form as the Committee shall from
time to time approve, and which shall comply with and be subject to the following terms and conditions:




 


		(a)	Number
                                         of Shares. Each Incentive Stock Option agreement shall state the number of shares
                                         covered by the agreement.



 


		(b)	Option
                                         Price and Method of Payment. The option price of each Incentive Stock Option shall
                                         be no less than the Fair Market Value of the Shares on the date the Incentive Stock Option
                                         is granted. The option price shall be payable on exercise of the Option (i) in cash or
                                         by certified check, bank draft or postal or express money order, (ii) in the discretion
                                         of the Committee, by the surrender of Shares then owned by the Participant, or (iii)
                                         in the discretion of the Committee, partially in accordance with clause (i) and partially
                                         in accordance with clause (ii) of this Section 2(b). Shares so surrendered in accordance
                                         with clause (ii) or (iii) shall be valued at the Fair Market Value thereof on the date
                                         of exercise, surrender of such Shares to be evidenced by delivery of the certificate(s)
                                         representing such Shares in such manner, and endorsed in such form, or accompanied by
                                         stock powers endorsed in such form, as the Committee may determine.



 






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		(c)	Option
                                         Period.



 


		(i)	General.
                                         The period during which an Incentive Stock Option shall be exercisable shall not exceed
                                         ten (10) years from the date such Incentive Stock Option is granted; provided, however,
                                         that such Option may be sooner terminated in accordance with the provisions of this Section
                                         2(c) . Subject to the foregoing, the Committee may establish a period or periods with
                                         respect to all or any part of the Incentive Stock Option during which such Option may
                                         not be exercised and accelerate the right of the Participant to exercise all or any part
                                         of the Incentive Stock Option not then exercisable. The number of Shares which may be
                                         purchased at any one time shall be 100 Shares, a multiple thereof or the total number
                                         at the time purchasable under the Incentive Stock Option.



 


		(ii)	Termination
                                         of Employment. If the Participant ceases to be an employee of any member of the Company
                                         Group for any reason other than Disability or death, any then outstanding Incentive Stock
                                         Option held by the Participant shall terminate on the earlier of the date on which such
                                         Option would otherwise expire or one (1) month after such termination of employment,
                                         and such Option shall be exercisable, prior to its termination, to the extent it was
                                         exercisable as of the date of termination of employment.



 


		(iii)	Disability.
                                         If a Participant’s employment is terminated by reason of Disability, any then outstanding
                                         Incentive Stock Option held by the Participant shall terminate on the earlier of the
                                         date on which such Option would otherwise expire or one (1) year after such termination
                                         of employment, and such Option shall be exercisable, prior to its termination, to the
                                         extent it was exercisable as of the date of termination of employment.



 


		(iv)	Death.
                                         If a Participant’s employment is terminated by death, the representative of the
                                         Participant’s estate or beneficiaries thereof to whom the Option has been transferred
                                         shall have the right during the one (1) year period following the date of the Participant’s
                                         death to exercise any then outstanding Incentive Stock Options in whole or in part. The
                                         number of Shares in respect of which an Incentive Stock Option may be exercised after
                                         a Participant’s death shall be the number of Shares in respect of which such Option
                                         could be exercised as of the date of the Participant’s death. In no event may the
                                         period for exercising an Incentive Stock Option extend beyond the date on which such
                                         Option would otherwise expire.



 


		(d)	Non-transferability.
                                         An Incentive Stock Option shall not be transferable or assignable by the Participant
                                         other than by will or the laws of descent and distribution and shall be exercisable during
                                         the Participant’s lifetime only by the Participant.



 


		(e)	Separate
                                         Agreements. Nonqualified Options may not be granted in the same agreement as an Incentive
                                         Stock Option.



 






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III.
Nonqualified stock option provisions


 


		1.	Grant
                                         of Nonqualified Stock Options. Subject to the provisions of this Part III, the Committee
                                         shall from time to time determine those individuals eligible pursuant to Section 4 of
                                         Part 1 to whom Nonqualified Stock Options shall be granted and the number of Shares subject
                                         to, and terms and conditions of, such Options.



 


		2.	Terms
                                         and Conditions of Nonqualified Stock Options. Each Nonqualified Stock Option shall
                                         be evidenced by an option agreement which shall be in such form as the Committee shall
                                         from time to time approve, and which shall comply with and be subject to the following
                                         terms and conditions:



 


		(a)	Number
                                         of Shares. Each Nonqualified Stock Option agreement shall state the number of Shares
                                         covered by the agreement



 


		(b)	Option
                                         Price and Method of Payment. The option price of each Nonqualified Stock Option shall
                                         be no less than the Fair Market Value of the Shares on the date the Nonqualified Stock
                                         Option is granted. The option price shall be payable on exercise of the Option (i) in
                                         cash or by certified check, bank draft or postal or express money order, (ii) in the
                                         discretion of the Committee, by the surrender of Shares then owned by the Participant,
                                         or (iii) in the discretion of the Committee, partially in accordance with clause (i)
                                         or (iii) shall be valued at the Fair Market Value thereof on the date of exercise, surrender
                                         of such Shares to be evidenced by delivery of the certificate(s) representing such Shares
                                         in such manner, and endorsed in such form, or accompanied by stock powers endorsed in
                                         such form, as the Committee may determine.



 


		(c)	Option
                                         Period.



 


		(i)	General.
                                         The period during which a Nonqualified Stock Option shall be exercisable shall not exceed
                                         ten (10) years from the date such Nonqualified Stock Option is granted; provided, however,
                                         that such Option may be sooner terminated in accordance with the Provisions of this Section
                                         2(c). Subject to the foregoing, the Committee may establish a period or periods with
                                         respect to all or any part of the Nonqualified Stock Option during which such Option
                                         may not be exercised and at the time of a subsequent grant of a Nonqualified Stock Option
                                         or, at such longer time as the Committee may determine, accelerate the right of the Participant
                                         to exercise all or any part of the Nonqualified Stock Option not then exercisable. The
                                         number of Shares which may be purchased at any one time shall be 100 Shares, a multiple
                                         thereof or the total number at the time purchasable under the Nonqualified Stock Option.



 


		(ii)	Termination
                                         of Employment. If the Participant ceases to be an employee of any member of the Company
                                         Group or ceases to perform services for any member of the Company Group for any reason
                                         other than Disability or death, any outstanding Nonqualified Stock Option held by the
                                         Participant shall terminate on the earlier of the date on which such Option would otherwise
                                         expire or one (1) month after such termination of employment or the provision of services,
                                         and such Option shall be exercisable, prior to its termination, to the extent it was
                                         exercisable as of the date of termination of employment or the date on which services
                                         ceased to be performed.



 






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		(iii)	Disability.
                                         If a Participant’s employment or provision of services is terminated by Disability,
                                         any then outstanding Nonqualified Stock Option held by the Participant shall terminate
                                         on the earlier of the date on which such Option would otherwise expire or one (1) year
                                         after such termination of employment or the provision of services, and such Option shall
                                         be exercisable, prior to its termination, to the extent it was exercisable as of the
                                         date of termination of employment or the date on which services ceased to be performed.



 


		(iv)	Death.
                                         If a Participant’s employment or provision of services is terminated by death,
                                         the representative of the Participant’s estate or beneficiaries thereof to whom
                                         the Option has been transferred shall have the right during the one (1) year period following
                                         the date of the Participant’s death to exercise any then outstanding Nonqualified
                                         Stock Options in whole or in part. The number of Shares in respect to which a Nonqualified
                                         Stock Option may be exercised after a Participant’s death shall be the number of
                                         Shares in respect of which such Option could be exercised as of the date of the Participant’s
                                         death. In no event may the period for exercising a Nonqualified Stock Option extend beyond
                                         the date on which such Option would otherwise expire.



 


		(d)	Non-transferability.
                                         Unless otherwise provided by the Committee, a Nonqualified Stock Option shall not be
                                         transferable or assignable by the Participant other than by will or the laws of descent
                                         and distribution, and shall be exercisable during the Participant’s lifetime only
                                         by the Participant.



 


IV.
MISCELLANEOUS


 


		1.	Effective
                                         Date. This Plan shall become effective on March 29, 2017 (the “Effective Date”),
                                         provided, however, that if the Plan is not approved by the stockholders of the Company
                                         prior to the expiration of the one year period commencing on the Effective Date, this
                                         Plan and all Options granted hereunder shall be null and void and shall be of no effect.



 


		2.	Duration
                                         of Plan. Unless sooner terminated, the Plan shall remain in effect for a period of
                                         ten years after the Effective Date and shall thereafter terminate. No Incentive Stock
                                         Options or Nonqualified Stock Options may be granted after the termination of this Plan;
                                         provided however, that except as otherwise provided in Section 1 of this Part III, termination
                                         of the Plan shall not affect any Options previously granted, which Options and shall
                                         remain in effect until exercised, surrendered or cancelled, or until they have expired,
                                         all in accordance with their terms.



 


		3.	Changes
                                         in Capital Structure, etc. In the event of changes in the outstanding common shares
                                         of the Company by reason of stock dividends, stock splits, recapitalizations, mergers,
                                         consolidations, combinations or exchange of shares, separations, reorganizations, or
                                         liquidations, the number of Shares available under the Plan in the aggregate and the
                                         maximum number of Shares as to which Options may be granted to any Participant shall
                                         be correspondingly adjusted by the Committee. The Committee shall make appropriate adjustments
                                         in the number of Shares as to which outstanding Options, or portions thereof then unexercised,
                                         shall relate, to the end that the Participant’s proportionate interest shall be
                                         maintained as before the occurrence of such events; such adjustment shall be made without
                                         change in the total price applicable to the unexercised portion of Options and with a
                                         corresponding adjustment in the Option price per Share. In addition, if the Company is
                                         to be consolidated with or acquired by another entity in a merger, sale of all or substantially
                                         all of the Company’s assets or otherwise, the Committee or the Board of Directors
                                         of any entity assuming the obligations of the Company hereunder, may, as to outstanding
                                         Options either (i) provide that such Options shall be assumed, or equivalent options
                                         shall be substituted, by the acquiring or successor corporation (or an affiliate thereof),
                                         (ii) upon written notice to the optionees, provide that all Options must be exercised,
                                         to the extent then exercisable, within a specified number of days of the date of such
                                         notice, at the end of which period the Options shall terminate, or (iii) terminate all
                                         Options in exchange for a cash payment equal to the excess of the Fair Market Value of
                                         the Shares subject to such Options (to the extent then exercisable) over the exercise
                                         price thereof.



 






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		4.	Rights
                                         as Stockholder. A Participant entitled to Shares as a result of the exercise of an
                                         Option shall not be deemed for any purpose to be, or have rights as, a stockholder of
                                         the Company by virtue of such exercise, except to the extent a stock certificate is issued
                                         therefor and then only from the date such certificate is issued. No adjustments shall
                                         be made for dividends or distributions or other rights for which the record date is prior
                                         to the date such stock certificate is issued.



 


		5.	Expenses.
                                         The expenses of this Plan shall be paid by the Company.



 


		6.	Withholding.
                                         Any person exercising an Option must pay, when due, any taxes such person is required
                                         by law to pay with respect to the exercise of such Option. Such payment shall be due
                                         on the date such person is required by law to pay such taxes.



 


		7.	Compliance
                                         with Applicable Law. Notwithstanding anything herein to the contrary, the Company
                                         shall not be obligated to cause to be issued or delivered any certificates evidencing
                                         Shares to be delivered pursuant to the exercise of an Option, unless and until the Company
                                         is advised by its counsel that the issuance and delivery of such certificates is in compliance
                                         with all applicable laws and regulations of governmental authority. The Company shall
                                         in no event be obligated to register any securities pursuant to the Securities Act of
                                         1933 (as now in effect or as hereafter amended) or to take any other action in order
                                         to cause the issuance and delivery of such certificates to comply with any such law or
                                         regulation. The Committee may require, as a condition of the issuance and delivery of
                                         such certificates and in order to ensure compliance with such laws and regulations, that
                                         the Participant make such covenants, agreements and representations as the Committee,
                                         in its sole discretion, deems necessary or desirable.



 


		8.	Application
                                         of Funds. Any cash proceeds received by the Company from the sale of Shares pursuant
                                         to Options will be used for general corporate purposes.



 


		9.	Amendment
                                         of the Plan. The Committee may from time to time suspend or discontinue this Plan
                                         or revise or amend it in any respect whatsoever except that, without approval of the
                                         shareholders, no such revision or amendment shall make any changes requiring stockholder
                                         approval under Sections 162(m) or 422 of the Code and no changes shall be made to the
                                         Plan which shall make the Plan subject to the provisions of Section 409A of the Code.
                                         No such suspension, discontinuance, revision or amendment shall in any manner affect
                                         any grant theretofore made without the consent of the Participant or the transferee of
                                         the Participant, unless necessary to comply with applicable law.



 


		10.	Section
                                         409A Compliance. To the extent that any provision of this Plan violates Section 409A
                                         of the Code, such provision shall be deemed inoperative and the remaining provisions
                                         of the Plan shall continue to be fully effective.



 


 


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