Exhibit 10.2


 


BIOCRYST PHARMACEUTICALS, INC.

INDUCEMENT EQUITY INCENTIVE PLAN

(AS AMENDED AND RESTATED AS OF FEBRUARY 7, 2020)


 


 


Article
One

GENERAL PROVISIONS






 


I.                  
PURPOSES OF THE PLAN


 


A.               
This Inducement Equity Incentive Plan (as amended and restated, the “Plan”) is intended to promote the interests
of BioCryst Pharmaceuticals, Inc., a Delaware corporation (the “Company”), by providing a method whereby certain equity
awards may be granted to prospective employees of the Company and its subsidiaries. The Plan is not subject to the approval of
the Company’s stockholders and may only be used for equity incentive grants that qualify as “inducement grants”
under Listing Rule 5635(c)(4) of the corporate governance rules of the Nasdaq Stock Market (the “Nasdaq Inducement Exception”).


 


B.                
The Plan allows for the grant of awards with respect to a total of 3,200,000 shares of the Company’s common stock,
par value $0.01 per share (the “Common Stock”).


 


C.                
The Plan was approved and adopted by the Company’s Board of Directors (the “Board”) effective on February
7, 2020 in order to increase by 1,700,000 the number of shares of Common Stock available for issuance under the Plan.


 


II.               
ADMINISTRATION OF THE PLAN


 


A.               
The Plan shall be administered by the Committee who shall be the Compensation Committee of the Company’s Board of
Directors (the “Board”) or, in the absence of a Compensation Committee, a properly constituted committee in compliance
with the Nasdaq Inducement Exception (the administrator is referred to herein as the “Committee” or the “Plan
Administrator”). Any power of the Committee may also be exercised by the Board, except to the extent that the grant or exercise
of such authority would cause any Award or transaction to become subject to (or lose an exemption under) the short-swing profit
recovery provisions of Section 16 of the Securities Exchange Act of 1934. To the extent that any permitted action taken by the
Board conflicts with action taken by the Committee, the Board action shall control. The Committee may delegate any or all aspects
of the day-to-day administration of the Plan to one or more officers or employees of the Company or any subsidiary or affiliate,
and/or to one or more agents.


 





 






    


     


    

 


B.                
Subject to the express provisions of this Plan, the Committee shall be authorized and empowered to do all things that it
determines to be necessary or appropriate in connection with the administration of this Plan, including, without limitation: (i)
to prescribe, amend and rescind rules and regulations relating to this Plan and to define terms not otherwise defined herein;
(ii) to determine which persons are grantees, to which of such grantees, if any, awards shall be granted hereunder and the timing
of any such awards; (iii) to grant awards to grantees and determine the terms and conditions thereof, including the number of
shares of Common Stock subject to awards and the exercise or purchase price of such shares and the circumstances under which awards
become exercisable or vested or are forfeited or expire, which terms may but need not be conditioned upon the passage of time,
continued employment, the satisfaction of performance criteria, the occurrence of certain events (including events which constitute
a Change in Control), or other factors; (iv) to establish and verify the extent of satisfaction of any performance goals or other
conditions applicable to the grant, issuance, exercisability, vesting and/or ability to retain any award; (v) to prescribe and
amend the terms of the agreements or other documents evidencing awards made under this Plan (which need not be identical) and
the terms of or form of any document or notice required to be delivered to the Company by grantees under this Plan; (vi) to determine
the extent to which adjustments are required pursuant to Article One; (vii) to interpret and construe this Plan, any rules and
regulations under this Plan and the terms and conditions of any award granted hereunder, and to make exceptions to any such provisions
for the benefit of the Company; (viii) to approve corrections in the documentation or administration of any award; and (ix) to
make all other determinations deemed necessary or advisable for the administration of this Plan.


 


C.                
All decisions, determinations and interpretations by the Committee regarding the Plan, any rules and regulations under
the Plan and the terms and conditions of or operation of any Award granted hereunder, shall be final and binding on all grantees,
beneficiaries, heirs, assigns or other persons holding or claiming rights under the Plan or any Award. The Committee shall consider
such factors as it deems relevant, in its sole and absolute discretion, to making such decisions, determinations and interpretations
including, without limitation, the recommendations or advice of any officer or other employee of the Company and such attorneys,
consultants and accountants as it may select.


 


III.            
ELIGIBILITY


 


A.               
The persons eligible to participate in the Plan are prospective employees of the Company and its subsidiaries. For the
avoidance of doubt, grants promised to such individuals prior to their commencement of employment may be granted following such
commencement to the extent permitted under the Nasdaq Inducement Exception.


 


B.                
The Plan Administrator shall, within the scope of its administrative jurisdiction under the Plan, have full power and authority
to determine the eligible persons to receive grants under the Plan and, subject to the Plan, the terms of those grants.


 


IV.            
STOCK SUBJECT TO THE PLAN


 


A.               
Shares of the Company’s Common Stock shall be available for issuance under the Plan and shall be drawn from either
the Company’s authorized but unissued shares of Common Stock or from reacquired shares of Common Stock, including shares
repurchased by the Company on the open market.


 


B.                
Should an outstanding option under this Plan expire or terminate for any reason prior to exercise in full, the shares subject
to the portion of the option not so exercised shall be available for subsequent option grant or direct stock issuances or RSUs
under the Plan. Unvested shares issued under the Plan and subsequently repurchased by the Company, at the original issue price
paid per share, pursuant to the Company’s repurchase rights under the Plan, or shares underlying terminated RSUs, shall
be added back to the number of shares of Common Stock reserved for issuance under the Plan and shall accordingly be available
for reissuance through one or more subsequent option grants or direct stock issuances or RSUs under the Plan. However, shares
subject to an award under the Plan may not again be made available for issuance under the Plan if such shares are: (i) shares
used to pay the exercise price of an option, (ii) shares delivered to or withheld by the Company to pay the withholding taxes
related an award, or (iii) shares repurchased on the open market with the proceeds of an option exercise.


 






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C.                
In the event any change is made to the Common Stock issuable under the Plan by reason of any stock split, stock dividend,
recapitalization, combination of shares, exchange of shares or other change affecting the outstanding Common Stock as a class
without receipt of consideration, then appropriate adjustments shall be made to (i) the maximum number and/or class of securities
issuable under the Plan, (ii) the number and/or class of securities and price per share in effect under each outstanding option
under the Plan, and (iii) the number and/or class of securities in effect under each outstanding direct stock issuance and RSU
under the Plan. The purpose of such adjustments shall be to preclude the enlargement or dilution of rights and benefits under
the Plan.


 


D.               
The fair market value per share of Common Stock on any relevant date under the Plan shall be determined in accordance with
the following provisions:


 


(i)       If the Common Stock
is not at the time listed or admitted to trading on any national securities exchange but is traded in the over-the-counter market,
the fair market value shall be the mean between the highest bid and lowest asked prices (or, if such information is available,
the closing selling price) per share of Common Stock on the date in question in the over-the-counter market, as such prices are
reported by the National Association of Securities Dealers through the Nasdaq National Market, the Nasdaq Global Select Market
or any successor system. If there are no reported bid and asked prices (or closing selling price) for the Common Stock on the
date in question, then the mean between the highest bid price and lowest asked price (or the closing selling price) on the last
preceding date for which such quotations exist shall be determinative of fair market value.


 


(ii)       If the Common Stock
is at the time listed or admitted to trading on any national securities exchange, then the fair market value shall be the closing
selling price per share of Common Stock on the date in question on the securities exchange determined by the Plan Administrator
to be the primary market for the Common Stock, as such price is officially quoted in the composite tape of transactions on such
exchange. If there is no reported sale of Common Stock on the exchange on the date in question, then the fair market value shall
be the closing selling price on the exchange on the last preceding date for which such quotation exists.


 


(iii)       If the Common Stock
is at the time neither listed nor admitted to trading on any securities exchange nor traded in the over-the-counter market, then
the fair market value shall be determined by the Plan Administrator after taking into account such factors as the Plan Administrator
shall deem appropriate.


 






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V.       MINIMUM
VESTING PERIOD


 


Notwithstanding any other provision of this
Plan to the contrary, in no event shall any award granted pursuant to this Plan vest prior to the twelve (12)-month anniversary
of the date of grant, other than in connection with the grantee’s death or permanent disability or, to the extent permitted
hereunder, in connection with a Change in Control (provided that this limitation shall not apply with respect to up to five percent
(5%) of the shares of Common Stock available for issuance under this Plan). The minimum vesting period set forth in this Section
VI may not be waived or superseded by any provision in an award or other agreement.


 


VI.       MINIMUM
HOLDING PERIOD


 


All shares of Common Stock issued under this Plan shall be subject
to a minimum holding period of twelve (12) months (or, if later, when the requirements under the Company’s share ownership
guidelines are satisfied), provided that nothing in this Section shall prohibit the disposition of Common Stock in connection
with a Change in Control.


 


Article
Two

DISCRETIONARY OPTION GRANT PROGRAM


 


 


I.                  
TERMS AND CONDITIONS OF OPTIONS


 


Options granted pursuant to this Article Two shall be authorized by
action of the Plan Administrator and shall be non-statutory options. Each option granted shall be evidenced by one or more instruments
in the form approved by the Plan Administrator. Each such instrument shall, however, comply with the terms and conditions specified
below.


 


A.               
Option Price.


 


1.                 
The option price per share shall be fixed by the Plan Administrator. In no event, however, shall the option price per share
be less than one hundred percent (100%) of the fair market value per share of Common Stock on the date of the option grant.


 


2.                 
The option price shall become immediately due upon exercise of the option and shall, subject to the provisions of Section
II of this Article Two and the instrument evidencing the grant, be payable through one of the following methods (or a combination
thereof):


 


(i)       full payment in cash
or check drawn to the Company’s order;


 


(ii)       full payment in shares
of Common Stock held by the optionee for the requisite period necessary to avoid a charge to the Company’s earnings for
financial reporting purposes and valued at fair market value on the Exercise Date (as such term is defined below);


 






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(iii)       full payment through
a combination of shares of Common Stock held by the optionee for the requisite period necessary to avoid a charge to the Company’s
earnings for financial reporting purposes and valued at fair market value on the Exercise Date and cash or cash equivalent;


 


(iv)       full payment through
a “net settlement” procedure pursuant to which the Company shall withhold shares of Common Stock issuable in connection
with the exercise of the option with a fair market value equal to the exercise price and, if elected by the optionee, all applicable
Federal and State income and employment taxes required to be withheld by the Company in connection with such exercise;


 


(v)       full payment through
a broker-dealer sale and remittance procedure pursuant to which the optionee (I) shall provide irrevocable written instructions
to a designated brokerage firm to effect the immediate sale of the purchased shares and remit to the Company, out of the sale
proceeds available on the settlement date, sufficient funds to cover the aggregate option price payable for the purchased shares
plus all applicable Federal and State income and employment taxes required to be withheld by the Company in connection with such
purchase and (II) shall provide written directives to the Company to deliver the certificates for the purchased shares directly
to such brokerage firm in order to complete the sale transaction; or


 


(vi)       such other method as
permitted by the Plan Administrator.


 


For purposes of this subparagraph 2, the Exercise Date shall be
the date on which written notice of the option exercise is delivered to the Company. Except to the extent the sale and remittance
procedure is utilized in connection with the exercise of the option, payment of the option price for the purchased shares must
accompany such notice.


 


B.                
Term and Exercise of Options.


 


Each option granted under this Article Two shall be exercisable
at such time or times, during such period, and for such number of shares as shall be determined by the Plan Administrator and
set forth in the instrument evidencing the option grant. No such option, however, shall have a maximum term in excess of ten (10)
years from the grant date. During the lifetime of the optionee, the option shall be exercisable only by the optionee and shall
not be assignable or transferable by the optionee except for a transfer of the option by will or by the laws of descent and distribution
following the optionee’s death. However, the Plan Administrator shall have the discretion to provide that an option may,
in connection with the optionee’s estate plan, be assigned in whole or in part during the optionee’s lifetime either
as (i) as a gift to one or more members of optionee’s immediate family, to a trust in which optionee and/or one or more
such family members hold more than fifty percent (50%) of the beneficial interest or an entity in which more than fifty percent
(50%) of the voting interests are owned by optionee and/or one or more such family members, or (ii) pursuant to a domestic relations
order. The assigned portion shall be exercisable only by the person or persons who acquire a proprietary interest in the option
pursuant to such assignment. The terms applicable to the assigned portion shall be the same as those in effect for this option
immediately prior to such assignment and shall be set forth in such documents issued to the assignee as the Plan Administrator
may deem appropriate.


 






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C.                
Termination of Service.


 


1.                 
Except to the extent otherwise provided pursuant to an applicable award agreement, the following provisions shall govern
the exercise period applicable to any options held by the optionee at the time of cessation of Service or death.


 


(i)       Should the optionee
cease to remain in Service for any reason other than death or permanent disability, then the period for which each outstanding
option held by such optionee is to remain exercisable shall be limited to the three (3)-month period following the date of such
cessation of Service. However, should optionee die during the three (3)-month period following his or her cessation of Service,
the personal representative of the optionee’s estate or the person or persons to whom the option is transferred pursuant
to the optionee’s will or in accordance with the laws of descent and distribution shall have a twelve (12)-month period
following the date of the optionee’s death during which to exercise such option.


 


(ii)       In the event such
Service terminates by reason of permanent disability (as defined in Section 22(e)(3) of the Internal Revenue Code), then the period
for which each outstanding option held by the optionee is to remain exercisable shall be limited to the twelve (12)-month period
following the date of such cessation of Service.


 


(iii)       Should the optionee,
after completing five (5) full years of Service, die while in Service, then the exercisability of each of his or her outstanding
options shall automatically accelerate so that each such option shall become fully exercisable with respect to the total number
of shares of Common Stock at the time subject to such option and may be exercised for all or any portion of such shares. The personal
representative of the optionee’s estate or the person or persons to whom the option is transferred pursuant to the optionee’s
will or in accordance with the laws of descent and distribution shall have a twelve (12)-month period following the date of the
optionee’s death during which to exercise such option.


 


(iv)       In the event such
Service terminates by reason of death prior to the optionee obtaining five (5) full years of Service, then the period for which
each outstanding vested option held by the optionee at the time of death shall be exercisable by the optionee’s estate or
the person or persons to whom the option is transferred pursuant to the optionee’s will shall be limited to the twelve (12)-month
period following the date of the optionee’s death.


 


(v)       Under no circumstances,
however, shall any such option be exercisable after the specified expiration date of the option term.


 


(vi)       Each such option shall,
during such limited exercise period, be exercisable for any or all of the shares for which the option is exercisable on the date
of the optionee’s cessation of Service. Upon the expiration of such limited exercise period or (if earlier) upon the expiration
of the option term, the option shall terminate and cease to be exercisable. However, each outstanding option shall immediately
terminate and cease to remain outstanding, at the time of the optionee’s cessation of Service, with respect to any shares
for which the option is not otherwise at that time exercisable or in which the optionee is not otherwise vested.


 






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(vii)       Should (i) the optionee’s
Service be terminated for misconduct (including, but not limited to, any act of dishonesty, willful misconduct, fraud or embezzlement)
or (ii) the optionee make any unauthorized use or disclosure of confidential information or trade secrets of the Company or its
parent or subsidiary corporations, then in any such event all outstanding options held by the optionee under this Article Two
shall terminate immediately and cease to be exercisable.


 


2.                 
The Plan Administrator shall have complete discretion, exercisable either at the time the option is granted or at any time
while the option remains outstanding, to permit one or more options held by the optionee under this Article Two to be exercised,
during the limited period of exercisability provided under subparagraph 1 above, not only with respect to the number of shares
for which each such option is exercisable at the time of the optionee’s cessation of Service but also with respect to one
or more subsequent installments of purchasable shares for which the option would otherwise have become exercisable had such cessation
of Service not occurred.


 


3.                 
For purposes of the foregoing provisions of this Section I.C (and for all other purposes under the Plan):


 


(i)       The optionee shall be
deemed to remain in the Service of the Company for so long as such individual renders services on a periodic basis to the Company
(or any parent or subsidiary corporation) in the capacity of an Employee, a non-employee member of the board of directors or an
independent consultant or advisor, unless the agreement evidencing the applicable option grant specifically states otherwise.


 


(ii)       The optionee shall be
considered to be an Employee for so long as such individual remains in the employ of the Company or one or more of its parent
or subsidiary corporations, subject to the control and direction of the employer entity not only as to the work to be performed
but also as to the manner and method of performance.


 


D.               
Stockholder Rights.


 


An optionee shall have no stockholder rights with respect to any
shares covered by the option until such individual shall have exercised the option and paid the option price for the purchased
shares. Without limitation, an optionee shall not have any right to receive dividends with respect to unexercised options.


 


E.                
No Repricing.


 


No option may be repriced, regranted through cancellation, including
cancellation in exchange for cash or other awards, or otherwise amended to reduce its option price (other than with respect to
adjustments made in connection with a transaction or other change in the Company’s capitalization as permitted under this
Plan) without the approval of the stockholders of the Company.


 






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II.               
CORPORATE TRANSACTIONS/CHANGES IN CONTROL


 


A.               
In the event of any of the following stockholder-approved transactions (a “Corporate Transaction”):


 


(1)       a merger or consolidation
in which the Company is not the surviving entity, except for a transaction the principal purpose of which is to change the State
of the Company’s incorporation,


 


(2)       the sale, transfer
or other disposition of all or substantially all of the assets of the Company in liquidation or dissolution of the Company, or


 


(3)       any reverse merger
in which the Company is the surviving entity but in which securities possessing more than fifty percent (50%) of the total combined
voting power of the Company’s outstanding securities are transferred to a person or persons different from the persons holding
those securities immediately prior to such merger.


 


B.                
Immediately after the consummation of the Corporate Transaction, all outstanding options under this Article Two shall fully
vest, terminate and cease to be outstanding, except to the extent continued or assumed (as applicable) by the Company or the successor
corporation or its parent company. The Plan Administrator shall have complete discretion to provide, on such terms and conditions
as it sees fit, for a cash payment to be made to any optionee on account of any option terminated in accordance with this paragraph,
in an amount equal to the excess (if any) of (A) the fair market value of the shares subject to the option as of the date of the
Corporate Transaction, over (B) the aggregate exercise price of the option.


 


C.                
Each outstanding option under this Article Two which is assumed in connection with the Corporate Transaction or is otherwise
to continue in effect shall be appropriately adjusted, immediately after such Corporate Transaction, to apply and pertain to the
number and class of securities which would have been issued to the option holder, in consummation of such Corporate Transaction,
had such person exercised the option immediately prior to such Corporate Transaction. Appropriate adjustments shall also be made
to the option price payable per share, provided the aggregate option price payable for such securities shall remain the same.
In addition, the class and number of securities available for issuance under the Plan following the consummation of the Corporate
Transaction shall be appropriately adjusted. Any such options that are so continued or assumed in connection with a Corporate
Transaction shall be treated as follows: if the grantee’s employment is terminated by the Company without Cause or the grantee
resigns due to a Constructive Termination, in either case within the ninety (90) day period preceding or the two (2) year period
following the Corporate Transaction, the exercisability of such option shall automatically accelerate, and the Company’s
outstanding repurchase rights under this Article Two shall immediately terminate; provided, however, that if the Company, the
acquiror or successor refuses to continue (or, as applicable, assume) the option in connection with the Corporate Transaction,
the exercisability of such option under this Article Two shall automatically accelerate, and the Company’s outstanding repurchase
rights under this Article Two shall immediately terminate upon the occurrence of such Corporate Transaction.


 






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D.               
The grant of options under this Article Two shall in no way affect the right of the Company to adjust, reclassify, reorganize
or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or
any part of its business or assets.


 


E.                
In the event of a Change in Control, options shall be treated as follows: if the grantee’s employment is terminated
by the Company without Cause or the grantee resigns due to a Constructive Termination, in either case within the ninety (90) day
period preceding or the two (2) year period following the Change in Control, the exercisability of such option shall automatically
accelerate, and the Company’s outstanding repurchase rights under this Article Two shall immediately terminate; provided,
however, that if the acquiror or successor refuses to assume the option in connection with the Change in Control, the exercisability
of such option under this Article Two shall automatically accelerate, and the Company’s outstanding repurchase rights under
this Article Two shall immediately terminate upon the occurrence of such Change in Control. In the event that the acquiror or
successor refuses to assume the option in connection with the Change in Control, the Plan Administrator shall have complete discretion
to provide, on such terms and conditions as it sees fit, for a cash payment to be made to any optionee on account of any option
terminated in accordance with this paragraph, in an amount equal to the excess (if any) of (A) the fair market value of the shares
subject to the option as of the date of the Change in Control, over (B) the aggregate exercise price of the option.


 


F.                 
For purposes of this Section II (and for all other purposes under the Plan), a Change in Control shall be deemed to occur
in the event:


 


(1)       any person
or related group of persons (other than the Company or a person that directly or indirectly controls, is controlled by, or is
under common control with, the Company) directly or indirectly acquires beneficial ownership (within the meaning of Rule 13d-3
of the Securities Exchange Act of 1934, as amended) of securities possessing more than fifty percent (50%) of the total combined
voting power of the Company’s outstanding securities pursuant to a tender or exchange offer made directly to the Company’s
stockholders; or


 


(2)       there is
a change in the composition of the Board over a period of twenty-four (24) consecutive months or less such that a majority of
the Board members (rounded up to the next whole number) ceases, by reason of one or more contested elections for Board membership,
to be comprised of individuals who either (A) have been Board members continuously since the beginning of such period or (B) have
been elected or nominated for election as Board members during such period by at least two-thirds of the Board members described
in clause (A) who were still in office at the time such election or nomination was approved by the Board.


 


G.               
All options accelerated in connection with the Corporate Transaction or Change in Control (either at the time of the Corporate
Transaction or Change in Control or as otherwise provided in this Section II) shall remain fully exercisable until the expiration
or sooner termination of the option term.


 






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H.               
For purposes of this Plan:


 


1.                 
“Cause” means, unless otherwise provided in the applicable award agreement, the Company’s termination
of the grantee’s employment for any of the following reasons: (i) failure or refusal to comply in any material respect with
lawful policies, standards or regulations of Company; (ii) a violation of a federal or state law or regulation applicable to the
business of the Company; (iii) conviction or plea of no contest to a felony under the laws of the United States or any State;
(iv) fraud or misappropriation of property belonging to the Company or its affiliates; (v) a breach in any material respect of
the terms of any confidentiality, invention assignment or proprietary information agreement with the Company or with a former
employer, (vi) failure to satisfactorily perform the grantee’s duties after having received written notice of such failure
and at least thirty (30) days to cure such failure, or (vii) misconduct or gross negligence in connection with the performance
of the grantee’s duties.


 


2.                 
“Constructive Termination” means, unless otherwise provided in
the applicable award agreement, the grantee’s resignation of employment with the Company within ninety (90) days of the
occurrence of any of the following: (i) a material reduction in the grantee’s responsibilities; (ii) a material reduction
in the grantee’s base salary; or (iii) a relocation of the grantee’s principal office to a location more than 50 miles
from the location of the grantee’s existing principal office. 


 


III.            
EXTENSION OF EXERCISE PERIOD


 


The Plan Administrator shall have full power and authority, exercisable
either at the time the option is granted or at any time while the option remains outstanding, to extend the period of time for
which any option granted under this Article Two is to remain exercisable following the optionee’s cessation of Service or
death from the limited period in effect under Section I.C.1 of Article Two to such greater period of time as the Plan Administrator
shall deem appropriate; provided, however, that in no event shall such option be exercisable after the specified expiration
date of the option term.


 


Article
Three

STOCK ISSUANCE PROGRAM


 


I.                  
STOCK ISSUANCE TERMS


 


Shares of Common Stock may be issued under the Stock Issuance Program
through direct and immediate issuances without any intervening option grants. Each such stock issuance shall be evidenced by a
Stock Issuance Agreement which complies with the terms specified below. Shares of Common Stock may also be issued under the Stock
Issuance Program pursuant to restricted stock units (“RSUs”), which are awards granted to eligible employees that
entitle them to shares of Common Stock (or cash in lieu thereof) in the future following the satisfaction of vesting conditions
imposed by the Plan Administrator.


 


A.               
Vesting Provisions.


 


1.                 
The Plan Administrator may issue shares of Common Stock under the Stock Issuance Program which are to vest in one or more
installments over the grantee's period of Service or upon attainment of specified performance objectives. Alternatively, the Plan
Administrator may issue RSUs under the Stock Issuance Program which shall entitle the recipient to receive a specified number
of shares of Common Stock upon the attainment of one or more Service and/or performance goals established by the Plan Administrator.
Upon the attainment of such Service and/or performance goals, fully-vested shares of Common Stock shall be issued in satisfaction
of those RSUs.


 






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2.                 
Any new, substituted or additional securities or other property (including money paid other than as a regular cash dividend)
issued by reason of any stock dividend, stock split, recapitalization, combination of shares, exchange of shares or other change
affecting the outstanding Common Stock as a class without the Company’s receipt of consideration, shall be issued or set
aside with respect to the shares of unvested Common Stock granted to a grantee or subject to a grantee’s RSUs, subject to
(i) the same vesting requirements applicable to the grantee's unvested shares of Common Stock or RSUs, and (ii) such escrow arrangements
as the Plan Administrator shall deem appropriate.


 


3.                 
The grantee shall have full stockholder rights with respect to any shares of Common Stock issued to the grantee under the
Stock Issuance Program, whether or not the grantee's interest in those shares is vested, except that the grantee shall not have
dividend rights with respect to such shares prior to the vesting of such shares. However, the Plan Administrator may provide for
a grantee to receive one or more dividend equivalents with respect to such shares, entitling the grantee to all regular cash dividends
payable on such shares of Common Stock, which amounts shall be (i) subject to the same vesting requirements applicable to the
shares of Common Stock granted hereunder, and (ii) payable upon vesting of the shares to which such dividend equivalents relate.


 


4.                 
The grantee shall not have any stockholder rights with respect to any shares of Common Stock subject to an RSU. However,
the Plan Administrator may provide for a grantee to receive one or more dividend equivalents with respect to such shares, entitling
the grantee to all regular cash dividends payable on the shares of Common Stock underlying the RSU, which amounts shall be (i)
subject to the same vesting requirements applicable to the shares of Common Stock underlying the RSU, and (ii) payable upon issuance
of the shares to which such dividend equivalents relate.


 


5.                 
Should the grantee cease to remain in Service while holding one or more unvested shares of Common Stock issued under the
Stock Issuance Program or should the performance objectives not be attained with respect to one or more such unvested shares of
Common Stock, then those shares shall be immediately surrendered to the Company for cancellation, and the grantee shall have no
further stockholder rights with respect to those shares. To the extent the surrendered shares were previously issued to the grantee
for consideration paid in cash, the Company shall repay to the grantee the cash consideration paid for the surrendered shares.


 






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6.                 
Except as prohibited by the last sentence of paragraph 1 above, the Plan Administrator may in its discretion waive the
surrender and cancellation of one or more unvested shares of Common Stock which would otherwise occur upon the cessation of the
grantee’s Service or the non-attainment of the performance objectives applicable to those shares. Such waiver shall result
in the immediate vesting of the grantee's interest in the shares of Common Stock as to which the waiver applies. Such waiver may
be effected at any time, whether before or after the grantee's cessation of Service or the attainment or non-attainment of the
applicable performance objectives.


 


7.                 
Outstanding RSUs under the Stock Issuance Program shall automatically terminate, and no shares of Common Stock shall actually
be issued in satisfaction of those awards, if the Service and/or performance goals established for such awards are not attained.
The Plan Administrator, however, shall, except as prohibited by the last sentence of paragraph 1 above, have the discretionary
authority to issue shares of Common Stock in satisfaction of one or more outstanding RSUs as to which the designated Service and/or
performance goals are not attained. Such authority may be exercised at any time, whether before or after the grantee's cessation
of Service or the attainment or non-attainment of the applicable performance objectives.


 


II.               
CORPORATE TRANSACTION/CHANGE IN CONTROL


 


A.               
Each award which is assigned in connection with (or is otherwise to continue in effect after) a Corporate Transaction shall
be appropriately adjusted such that it shall apply and pertain to the number and class of securities issued to the grantee in
consummation of the Corporate Transaction with respect to the shares granted to grantee under this Article Three.


 


B.                
In the event of a Change in Control, shares of restricted stock and RSUs shall be treated as follows: if the grantee’s
employment is terminated by the Company without Cause or the grantee resigns due to a Constructive Termination, in either case
within the ninety (90) day period preceding or the two (2) year period following the Change in Control, the vesting of such restricted
stock and RSUs shall automatically accelerate (and all of the shares of Common Stock subject to such RSUs shall be issued to grantees),
and the Company’s outstanding repurchase rights under this Article Three shall immediately terminate; provided, however,
that if the acquiror or successor refuses to assume the shares of restricted stock or RSUs or substitute an award of equivalent
value (as determined by the Committee in its discretion) in connection with the Change in Control, the vesting of such restricted
stock or RSUs under this Article Three shall automatically accelerate (and all of the shares of Common Stock subject to such RSUs
shall be issued to grantees). To the extent any shares of restricted stock or RSUs vest in whole or in part based on the achievement
of performance criteria, the amount that shall vest in accordance with the proviso to clause (2) of the immediately-preceding
sentence shall vest based on the higher of actual performance goal attainment through the date of the Change in Control or a prorated
amount using target performance and based on the time elapsed in the performance period as of the date of the Change in Control.


 


III.            
STOCKHOLDER RIGHTS


 


A.               
Individuals who are granted shares of Common Stock pursuant to this Article Three shall be the owners of such shares for
all purposes while holding such Common Stock, and may exercise full voting rights with respect to those shares at all times while
held by the individuals. Individuals who have been granted RSUs shall have no voting rights with respect to Common Stock underlying
RSUs unless and until such Common Stock is reflected as issued and outstanding shares on the Company’s stock ledger.


 






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B.                
Individuals who are granted shares of Common Stock pursuant to this Article Three shall not have dividend rights with respect
to such shares prior to the vesting of such shares. However, the Plan Administrator may provide for a grantee to receive one or
more dividend equivalents with respect to such shares, entitling the grantee to all regular cash dividends payable on such shares
of Common Stock, which amounts shall be (i) subject to the same vesting requirements applicable to the shares of Common Stock
granted hereunder, and (ii) payable upon vesting of the shares to which such dividend equivalents relate.


 


IV.            
SHARE ESCROW / LEGENDS


 


Unvested shares may, in the Plan Administrator's discretion, be held
in escrow by the Company until the grantee's interest in such shares vests or may be issued directly to the grantee with restrictive
legends on the certificates evidencing those unvested shares.


 


Article
Four

MISCELLANEOUS


 


I.                  
AMENDMENT OF THE PLAN


 


The Board shall have complete and exclusive power and authority to
amend or modify the Plan in any or all respects whatsoever. However, no such amendment or modification shall materially adversely
affect any option previously granted under the Plan without the consent of the holder of such option.


 


II.               
TAX WITHHOLDING


 


A.               
The Company’s obligation to deliver shares upon the exercise of stock options or upon the grant or vesting of direct
stock issuances or RSUs under the Plan shall be subject to the satisfaction of all applicable Federal, State, non-U.S. and local
income and employment tax withholding requirements.


 


B.                
Holders of outstanding options or stock issuances and RSUs under the Plan may elect to have the Company withhold, from
the shares of Common Stock otherwise issuable upon the exercise or vesting of such awards, a whole number of such shares with
an aggregate fair market value equal to the minimum amount necessary to satisfy the Federal, State and local income and employment
tax withholdings (the “Taxes”) incurred in connection with the acquisition or vesting of such shares. In lieu of such
direct withholding, one or more grantees may also be granted the right to deliver whole shares of Common Stock to the Company
in satisfaction of such Taxes. Any withheld or delivered shares shall be valued at their fair market value on the applicable determination
date for such Taxes.


 






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III.            
EFFECTIVE DATE AND TERM OF PLAN


 


The Plan shall be effective on the date specified in the Board of
Directors resolution adopting the Plan.


 


IV.            
USE OF PROCEEDS


 


Any cash proceeds received by the Company from the sale of shares
pursuant to options or stock issuances granted under the Plan shall be used for general corporate purposes.


 


V.               
REGULATORY APPROVALS


 


A.               
The implementation of the Plan, the granting of any option hereunder, and the issuance of stock (i) upon the exercise or
surrender of any option or (ii) under the Stock Issuance Program shall be subject to the procurement by the Company of all approvals
and permits required by regulatory authorities having jurisdiction over the Plan, the options granted under it and the stock issued
pursuant to it.


 


B.                
No shares of Common Stock or other assets shall be issued or delivered under the Plan unless and until there shall have
been compliance with all applicable requirements of Federal and state securities laws, including (to the extent required) the
filing and effectiveness of the Form S-8 registration statement for the shares of Common Stock issuable under the Plan, and all
applicable listing requirements of any stock exchange (or the Nasdaq National Market, the Nasdaq Global Select Market or any successor
system, if applicable) on which Common Stock is then trading.


 


VI.            
NO EMPLOYMENT/SERVICE RIGHTS


 


Neither the action of the Company in establishing or restating the
Plan, nor any action taken by the Plan Administrator hereunder, nor any provision of the Plan shall be construed so as to grant
any individual the right to remain in the employ or service of the Company (or any parent or subsidiary corporation) for any period
of specific duration, and the Company (or any parent or subsidiary corporation retaining the services of such individual) may
terminate such individual’s employment or service at any time and for any reason, with or without cause.


 


VII.         
MISCELLANEOUS PROVISIONS


 


A.               
Except to the extent otherwise expressly provided in the Plan, the right to acquire Common Stock or other awards under
the Plan may not be assigned, encumbered or otherwise transferred by any grantee.


 


B.                
Awards issued under the Plan shall be subject to any clawback policy of the Company as in effect from time-to-time.


 


C.                
The provisions of the Plan relating to the exercise of options and the issuance and/or vesting of shares shall be governed
by the laws of the State of Delaware without resort to that state’s conflict-of-laws provisions, as such laws are applied
to contracts entered into and performed in such State.


 






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D.               
The Plan is intended to be an unfunded plan. Grantees are and shall at all times be general creditors of the Company with
respect to their awards. If the Committee or the Company chooses to set aside funds in a trust or otherwise for the payment of
awards under the Plan, such funds shall at all times be subject to the claims of the creditors of the Company in the event of
its bankruptcy or insolvency.


 


E.                
Awards granted under the Plan to residents of countries other than the United States may be subject to terms and conditions
in addition to and/or different from those specified herein, which such terms and conditions shall be set forth in an Appendix
to the Plan. Any terms in such Appendix that conflict with Articles One through Four of the Plan shall apply in lieu thereof.


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


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