Exhibit 10.1


 





VERASTEM, INC.


AMENDED AND RESTATED


2012 INCENTIVE PLAN


1. Purpose


 


The purpose of this 2012 Incentive Plan
(the “Plan”) of Verastem, 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 consultants and advisors 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) and Cash-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 29,628,425 shares of common stock, $0.0001 par value per share, of the Company (the
 “Common Stock”).


 


(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 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) Per-Participant Limit. Subject
to adjustment under Section 9, the maximum number of shares of Common Stock with respect to which Awards may be granted to any
Participant under the Plan shall be 1,142,857 per calendar year. For purposes of the foregoing limit, the combination of an Option
in tandem with an SAR shall be treated as a single Award.


 


(c) 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 Verastem, Inc., any of Verastem, 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 payment of such other
lawful consideration as the Board may determine; or


 


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


 


(g) 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 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(c)) 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, other than pursuant to Section 9, or (4) take any other action under the Plan
that constitutes a “repricing” within the meaning of the rules of the NASDAQ Stock Market.


 


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(c)) 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, other than pursuant to Section
9, or (4) take any other action under the Plan that constitutes a “repricing” within the meaning of the rules of
the NASDAQ Stock Market.


 






     


     


    

 


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 one share of Common Stock or (if so provided in the applicable Award agreement) an amount
of cash equal to the Fair Market Value of one share of Common Stock. 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 and Cash-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. The Company may also grant Performance Awards or other Awards denominated
in cash rather than shares of Common Stock (“Cash-Based Awards”).


 









     


     


    

 


(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 or Cash-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 and sublimit set forth in Sections 4(a) and 4(b), (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 or Awards subject to Section 409A of the Code, pursuant to a qualified domestic relations order, and, during the life of
the Participant, shall be exercisable only by the Participant; provided, however, except with respect to Awards subject
to Section 409A of the Code, 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 maximum withholding amount consistent with the award being subject to equity accounting treatment
under the applicable accounting rules. Shares used to satisfy tax withholding requirements cannot be subject to any repurchase,
forfeiture, unfulfilled vesting or other similar requirements.


 


(f) Amendment of Award. 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.


 


(i) Performance Awards.


 


(1) Grants. Restricted Stock Awards
and Other Stock-Based Awards under the Plan may be made subject to the achievement of performance goals pursuant to this Section
10(i) (“Performance Awards”). Subject to Section 10(i)(4), no Performance Awards shall vest prior to
the first anniversary of the date of grant. Performance Awards can also provide for cash payments of up to $5,000,000 per calendar
year per individual.


 


(2) Committee. Grants of Performance
Awards to any Covered Employee (as defined below) intended to qualify as “performance-based compensation” under Section
162(m) of the Code as in effect prior to December 22, 2017, including any regulations thereunder (such Performance Awards, “Performance-Based
Compensation” and such Code section, “Section 162(m)”) shall be made only by a Committee
(or a subcommittee of a Committee) comprised solely of two or more directors eligible to serve on a committee making Awards qualifying
as “performance-based compensation” under Section 162(m). In the case of such Awards granted to Covered Employees,
references to the Board or to a Committee shall be treated as referring to such Committee (or subcommittee). “Covered
Employee” shall mean any person who is, or whom the Committee, in its discretion, determines may be, a “covered
employee” under Section 162(m)(3) of the Code.


 






     


     


    

 


(3) Performance Measures. For any
Award that is intended to qualify as Performance-Based Compensation, the Committee shall specify that the degree of granting,
vesting and/or payout shall be subject to the achievement of one or more objective performance measures established by the
Committee, which shall be based on the relative or absolute attainment of specified levels of one or any combination of the
following, which may be determined pursuant to generally accepted accounting principles (“GAAP”) or
on a non-GAAP basis, as determined by the Committee: scientific progress, product development progress, business development
progress, including in-licensing, net income/(loss), earnings/(loss) before or after discontinued operations, interest,
taxes, depreciation and/or amortization, operating profit/(loss) before or after discontinued operations and/or taxes, sales,
sales growth, earnings growth, cash flow or cash position, gross margins, stock price, financings (issuance of debt or
equity), refinancings, market share, return on sales, assets, equity or investment, improvement of financial ratings,
achievement of balance sheet or income statement objectives or total stockholder return. Such goals may reflect absolute
entity or business unit performance or a relative comparison to the performance of a peer group of entities or other external
measure of the selected performance criteria and may be absolute in their terms or measured against or in relationship to
other companies comparably, similarly or otherwise situated. The Committee may specify that such performance measures shall
be adjusted to exclude any one or more of (i) extraordinary items, (ii) gains or losses on the dispositions of discontinued
operations, (iii) the cumulative effects of changes in accounting principles, (iv) the writedown of any asset, (vi)
fluctuation in foreign currency exchange rates, and (vi) charges for restructuring and rationalization programs. Such
performance measures: (i) may vary by Participant and may be different for different Awards; (ii) may be particular to a
Participant or the department, branch, line of business, subsidiary or other unit in which the Participant works and may
cover such period as may be specified by the Committee; and (iii) shall be set by the Committee within the time period
prescribed by, and shall otherwise comply with the requirements of, Section 162(m). Awards that are not intended to qualify
as Performance-Based Compensation may be based on these or such other performance measures as the Board may determine.


 


(4) Adjustments. Notwithstanding any
provision of the Plan, with respect to any Performance Award that is intended to qualify as Performance-Based Compensation, the
Committee may adjust downwards, but not upwards, the cash or number of shares payable pursuant to such Award, and the Committee
may not waive the achievement of the applicable performance measures except in the case of the death or disability of the Participant
or a change in control of the Company.


 


(5) Other. The Committee shall have
the power to impose such other restrictions on Performance Awards as it may deem necessary or appropriate to ensure that such Awards
satisfy all requirements for Performance-Based Compensation.


 


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, as amended and restated, shall become effective on the date the Plan is adopted by the Board. No Awards shall be granted
under the Plan after the expiration of 10 years from the date the Plan was initially approved by the Company’s stockholders,
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 no amendment that would require stockholder
approval under the rules of the NASDAQ Stock Market 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.