BIOXCEL
THERAPEUTICS, INC.

2020 INCENTIVE AWARD PLAN


 


EXHIBIT 10.1


 


ARTICLE I.

Purpose


 


The Plan’s purpose
is to enhance the Company’s ability to attract, retain and motivate persons who make (or are expected to make) important
contributions to the Company by providing these individuals with equity ownership opportunities. Capitalized terms used in the
Plan are defined in Article XI.


 


ARTICLE II.

Eligibility


 


Service Providers are
eligible to be granted Awards under the Plan, subject to the limitations described herein.


 


ARTICLE III.

Administration and Delegation


 


3.1            Administration.
The Plan is administered by the Administrator. The Administrator has authority to determine which Service Providers receive Awards,
grant Awards and set Award terms and conditions, subject to the conditions and limitations in the Plan. The Administrator also
has the authority to take all actions and make all determinations under the Plan, to interpret the Plan and Award Agreements and
to adopt, amend and repeal Plan administrative rules, guidelines and practices as it deems advisable. The Administrator may correct
defects and ambiguities, supply omissions and reconcile inconsistencies in the Plan or any Award as it deems necessary or appropriate
to administer the Plan and any Awards. The Administrator’s determinations under the Plan are in its sole discretion and
will be final and binding on all persons having or claiming any interest in the Plan or any Award.


 


3.2            Appointment
of Committees. To the extent Applicable Laws permit, the Board may delegate any or all of its powers under the Plan to one
or more Committees or officers of the Company or any of its Subsidiaries. The Board may abolish any Committee or re-vest in itself
any previously delegated authority at any time.


 


ARTICLE IV.

Stock Available for Awards


 


4.1            Number
of Shares. Subject to adjustment under Article VIII and the terms of this Article IV, Awards may be made under the
Plan covering up to the Overall Share Limit. As of the Plan’s effective date under Section 10.3, the Company will cease
granting awards under the Prior Plan; however, Prior Plan Awards will remain subject to the terms of the Prior Plan. Shares issued
under the Plan may consist of authorized but unissued Shares, Shares purchased on the open market or treasury Shares.


 


4.2            Share
Recycling. If all or any part of an Award or Prior Plan Award expires, lapses or is terminated, exchanged for cash, surrendered,
repurchased, canceled without having been fully exercised or forfeited, in any case, in a manner that results in the Company acquiring
Shares covered by the Award or Prior Plan Award at a price not greater than the price (as adjusted to reflect any Equity Restructuring)
paid by the Participant for such Shares or not issuing any Shares covered by the Award or Prior Plan Award, the unused Shares
covered by the Award or Prior Plan Award will, as applicable, become or again be available for Award grants under the Plan. Further,
Shares delivered (either by actual delivery or attestation) to the Company by a Participant to satisfy the applicable exercise
or purchase price of an Award or Prior Plan Award and/or to satisfy any applicable tax withholding obligation (including Shares
retained by the Company from the Award or Prior Plan Award being exercised or purchased and/or creating the tax obligation) will,
as applicable, become or again be available for Award grants under the Plan. The payment of Dividend Equivalents in cash in conjunction
with any outstanding Awards or Prior Plan Awards shall not count against the Overall Share Limit.


 






     


     


    

 


4.3            Incentive
Stock Option Limitations. Notwithstanding anything to the contrary herein, no more than 10,000,000 Shares may be issued pursuant
to the exercise of Incentive Stock Options.


 


4.4            Substitute
Awards. In connection with an entity’s merger or consolidation with the Company or the Company’s acquisition of
an entity’s property or stock, the Administrator may grant Awards in substitution for any options or other stock or stock-based
awards granted before such merger or consolidation by such entity or its affiliate. Substitute Awards may be granted on such terms
as the Administrator deems appropriate, notwithstanding limitations on Awards in the Plan. Substitute Awards will not count against
the Overall Share Limit (nor shall Shares subject to a Substitute Award be added to the Shares available for Awards under the
Plan as provided above), except that Shares acquired by exercise of substitute Incentive Stock Options will count against the
maximum number of Shares that may be issued pursuant to the exercise of Incentive Stock Options under the Plan. Additionally,
in the event that a company acquired by the Company or any Subsidiary or with which the Company or any Subsidiary combines has
shares available under a pre-existing plan approved by stockholders and not adopted in contemplation of such acquisition or combination,
the shares available for grant pursuant to the terms of such pre-existing plan (as adjusted, to the extent appropriate, using
the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition or combination to determine the
consideration payable to the holders of common stock of the entities party to such acquisition or combination) may be used for
Awards under the Plan and shall not reduce the Shares authorized for grant under the Plan (and Shares subject to such Awards shall
not be added to the Shares available for Awards under the Plan as provided above); provided that Awards using such available shares
shall not be made after the date awards or grants could have been made under the terms of the pre-existing plan, absent the acquisition
or combination, and shall only be made to individuals who were not Employees or Directors prior to such acquisition or combination.


 


ARTICLE V.

Stock Options and Stock Appreciation Rights


 


5.1            General.
The Administrator may grant Options or Stock Appreciation Rights to Service Providers subject to the limitations in the Plan,
including any limitations in the Plan that apply to Incentive Stock Options. The Administrator will determine the number of Shares
covered by each Option and Stock Appreciation Right, the exercise price of each Option and Stock Appreciation Right and the conditions
and limitations applicable to the exercise of each Option and Stock Appreciation Right. A Stock Appreciation Right will entitle
the Participant (or other person entitled to exercise the Stock Appreciation Right) to receive from the Company upon exercise
of the exercisable portion of the Stock Appreciation Right an amount determined by multiplying the excess, if any, of the Fair
Market Value of one Share on the date of exercise over the exercise price per Share of the Stock Appreciation Right by the number
of Shares with respect to which the Stock Appreciation Right is exercised, subject to any limitations of the Plan or that the
Administrator may impose and payable in cash, Shares valued at Fair Market Value or a combination of the two as the Administrator
may determine or provide in the Award Agreement.


 


5.2            Exercise
Price. The Administrator will establish each Option’s and Stock Appreciation Right’s exercise price and specify
the exercise price in the Award Agreement. The exercise price will not be less than 100% of the Fair Market Value on the grant
date of the Option or Stock Appreciation Right.


 






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5.3            Duration.
Each Option or Stock Appreciation Right will be exercisable at such times and as specified in the Award Agreement, provided that
the term of an Option or Stock Appreciation Right will not exceed ten years. Notwithstanding the foregoing, if the Participant,
prior to the end of the term of an Option or Stock Appreciation Right, violates the non-competition, non-solicitation, confidentiality
or other similar restrictive covenant provisions of any employment contract, confidentiality and nondisclosure agreement or other
agreement between the Participant and the Company or any of its Subsidiaries, the right of the Participant and the Participant’s
transferees to exercise any Option or Stock Appreciation Right issued to the Participant shall terminate immediately upon such
violation, unless the Company otherwise determines.


 


5.4            Exercise.
Options and Stock Appreciation Rights may be exercised by delivering to the Company a written notice of exercise, in a form the
Administrator approves (which may be electronic), signed by the person authorized to exercise the Option or Stock Appreciation
Right, together with, as applicable, payment in full (i) as specified in Section 5.5 for the number of Shares for which
the Award is exercised and (ii) as specified in Section 9.5 for any applicable taxes. Unless the Administrator otherwise
determines, an Option or Stock Appreciation Right may not be exercised for a fraction of a Share.


 


5.5            Payment
Upon Exercise. Subject to Section 10.8, any Company insider trading policy (including blackout periods) and Applicable
Laws, the exercise price of an Option must be paid by:


 


(a)            cash,
wire transfer of immediately available funds or by check payable to the order of the Company, provided that the Company may limit
the use of one of the foregoing payment forms if one or more of the payment forms below is permitted;


 


(b)            if
there is a public market for Shares at the time of exercise, unless the Company otherwise determines, (A) delivery (including
telephonically to the extent permitted by the Company) of an irrevocable and unconditional undertaking by a broker acceptable to
the Company to deliver promptly to the Company sufficient funds to pay the exercise price, or (B) the Participant’s
delivery to the Company of a copy of irrevocable and unconditional instructions to a broker acceptable to the Company to deliver
promptly to the Company cash or a check sufficient to pay the exercise price; provided that such amount is paid to the Company
at such time as may be required by the Administrator;


 


(c)            to
the extent permitted by the Administrator, delivery (either by actual delivery or attestation) of Shares owned by the Participant
valued at their Fair Market Value;


 


(d)            to
the extent permitted by the Administrator, surrendering Shares then issuable upon the Option’s exercise valued at their Fair
Market Value on the exercise date;


 


(e)            to
the extent permitted by the Administrator, delivery of a promissory note or any other property that the Administrator determines
is good and valuable consideration; or


 


(f)            to
the extent permitted by the Company, any combination of the above payment forms approved by the Administrator.


 






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ARTICLE VI.

Restricted Stock; Restricted Stock Units


 


6.1            General.
The Administrator may grant Restricted Stock, or the right to purchase Restricted Stock, to any Service Provider, subject to the
Company’s right to repurchase all or part of such shares at their issue price or other stated or formula price from the
Participant (or to require forfeiture of such shares) if conditions the Administrator specifies in the Award Agreement are not
satisfied before the end of the applicable restriction period or periods that the Administrator establishes for such Award. In
addition, the Administrator may grant to Service Providers Restricted Stock Units, which may be subject to vesting and forfeiture
conditions during the applicable restriction period or periods, as set forth in an Award Agreement. The Administrator will determine
and set forth in the Award Agreement the terms and conditions for each Restricted Stock and Restricted Stock Unit Award, subject
to the conditions and limitations contained in the Plan.


 


6.2            Restricted
Stock.


 


(a)            Dividends.
Participants holding shares of Restricted Stock will be entitled to all ordinary cash dividends paid with respect to such Shares,
unless the Administrator provides otherwise in the Award Agreement. In addition, unless the Administrator provides otherwise, if
any dividends or distributions are paid in Shares, or consist of a dividend or distribution to holders of Common Stock of property
other than an ordinary cash dividend, the Shares or other property will be subject to the same restrictions on transferability
and forfeitability as the shares of Restricted Stock with respect to which they were paid.


 


(b)            Stock
Certificates. The Company may require that the Participant deposit in escrow with the Company (or its designee) any stock certificates
issued in respect of shares of Restricted Stock, together with a stock power endorsed in blank.


 


6.3            Restricted
Stock Units.


 


(a)            Settlement.
The Administrator may provide that settlement of Restricted Stock Units will occur upon or as soon as reasonably practicable after
the Restricted Stock Units vest or will instead be deferred, on a mandatory basis or at the Participant’s election, in a
manner intended to comply with Section 409A.


 


(b)            Stockholder
Rights. A Participant will have no rights of a stockholder with respect to Shares subject to any Restricted Stock Unit unless
and until the Shares are delivered in settlement of the Restricted Stock Unit.


 


(c)            Dividend
Equivalents. If the Administrator provides, a grant of Restricted Stock Units may provide a Participant with the right to receive
Dividend Equivalents. Dividend Equivalents may be paid currently or credited to an account for the Participant, settled in cash
or Shares and subject to the same restrictions on transferability and forfeitability as the Restricted Stock Units with respect
to which the Dividend Equivalents are granted and subject to other terms and conditions as set forth in the Award Agreement.


 


ARTICLE VII.

Other Stock or Cash Based Awards


 


Other Stock or Cash
Based Awards may be granted to Participants, including Awards entitling Participants to receive Shares to be delivered in the future
and including annual or other periodic or long-term cash bonus awards (whether based on specified Performance Criteria or otherwise),
in each case subject to any conditions and limitations in the Plan. Such Other Stock or Cash Based Awards will also be available
as a payment form in the settlement of other Awards, as standalone payments and as payment in lieu of compensation to which a Participant
is otherwise entitled. Other Stock or Cash Based Awards may be paid in Shares, cash or other property, as the Administrator determines.
Subject to the provisions of the Plan, the Administrator will determine the terms and conditions of each Other Stock or Cash Based
Award, including any purchase price, performance goal (which may be based on the Performance Criteria), transfer restrictions,
and vesting conditions, which will be set forth in the applicable Award Agreement.


 






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ARTICLE VIII.

Adjustments for Changes in Common Stock

and Certain Other Events


 


8.1            Equity
Restructuring. In connection with any Equity Restructuring,
notwithstanding anything to the contrary in this Article VIII, the Administrator will equitably adjust each outstanding Award
as it deems appropriate to reflect the Equity Restructuring, which may include adjusting the number and type of securities subject
to each outstanding Award and/or the Award’s exercise price or grant price (if applicable), granting new Awards to Participants,
and making a cash payment to Participants. The adjustments provided under this Section 8.1 will be nondiscretionary and final
and binding on the affected Participant and the Company; provided that the Administrator will determine whether an adjustment
is equitable.


 


8.2            Corporate
Transactions. In the event of any dividend or other distribution (whether in the form of cash, Common Stock, other securities,
or other property), reorganization, merger, consolidation, combination, amalgamation, repurchase, recapitalization, liquidation,
dissolution, or sale, transfer, exchange or other disposition of all or substantially all of the assets of the Company, or sale
or exchange of Common Stock or other securities of the Company, Change in Control, issuance of warrants or other rights to purchase
Common Stock or other securities of the Company, other similar corporate transaction or event, other unusual or nonrecurring transaction
or event affecting the Company or its financial statements or any change in any Applicable Laws or accounting principles, the
Administrator, on such terms and conditions as it deems appropriate, either by the terms of the Award or by action taken prior
to the occurrence of such transaction or event (except that action to give effect to a change in Applicable Law or accounting
principles may be made within a reasonable period of time after such change) and either automatically or upon the Participant’s
request, is hereby authorized to take any one or more of the following actions whenever the Administrator determines that such
action is appropriate in order to (x) prevent dilution or enlargement of the benefits or potential benefits intended by the
Company to be made available under the Plan or with respect to any Award granted or issued under the Plan, (y) to facilitate
such transaction or event or (z) give effect to such changes in Applicable Laws or accounting principles:


 


(a)            To
provide for the cancellation of any such Award in exchange for either an amount of cash or other property with a value equal to
the amount that could have been obtained upon the exercise or settlement of the vested portion of such Award or realization of
the Participant’s rights under the vested portion of such Award, as applicable; provided that, if the amount that could have
been obtained upon the exercise or settlement of the vested portion of such Award or realization of the Participant’s rights,
in any case, is equal to or less than zero, then the Award may be terminated without payment;


 


(b)            To
provide that such Award shall vest and, to the extent applicable, be exercisable as to all shares covered thereby, notwithstanding
anything to the contrary in the Plan or the provisions of such Award;


 


(c)            To
provide that such Award be assumed by the successor or survivor corporation, or a parent or subsidiary thereof, or shall be substituted
for by awards covering the stock of the successor or survivor corporation, or a parent or subsidiary thereof, with appropriate
adjustments as to the number and kind of shares and/or applicable exercise or purchase price, in all cases, as determined by the
Administrator;


 






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(d)            To
make adjustments in the number and type of shares of Common Stock (or other securities or property) subject to outstanding Awards
and/or with respect to which Awards may be granted under the Plan (including, but not limited to, adjustments of the limitations
in Article IV hereof on the maximum number and kind of shares which may be issued) and/or in the terms and conditions of (including
the grant or exercise price), and the criteria included in, outstanding Awards;


 


(e)            To
replace such Award with other rights or property selected by the Administrator; and/or


 


(f)            To
provide that the Award will terminate and cannot vest, be exercised or become payable after the applicable event.


 


8.3            Administrative
Stand Still. In the event of any pending stock dividend, stock split, combination or exchange of shares, merger,
consolidation or other distribution (other than normal cash dividends) of Company assets to stockholders, or any other
extraordinary transaction or change affecting the Shares or the share price of Common Stock, including any Equity
Restructuring or any securities offering or other similar transaction, for administrative convenience, the Administrator may
refuse to permit the exercise of any Award for up to sixty days before or after such transaction.


 


8.4            General.
Except as expressly provided in the Plan or the Administrator’s action under the Plan, no Participant will have any rights
due to any subdivision or consolidation of Shares of any class, dividend payment, increase or decrease in the number of Shares
of any class or dissolution, liquidation, merger, or consolidation of the Company or other corporation. Except as expressly provided
with respect to an Equity Restructuring under Section 8.1 above or the Administrator’s action under the Plan, no issuance
by the Company of Shares of any class, or securities convertible into Shares of any class, will affect, and no adjustment will
be made regarding, the number of Shares subject to an Award or the Award’s grant or exercise price. The existence of the
Plan, any Award Agreements and the Awards granted hereunder will not affect or restrict in any way the Company’s right or
power to make or authorize (i) any adjustment, recapitalization, reorganization or other change in the Company’s capital
structure or its business, (ii) any merger, consolidation dissolution or liquidation of the Company or sale of Company assets
or (iii) any sale or issuance of securities, including securities with rights superior to those of the Shares or securities
convertible into or exchangeable for Shares. The Administrator may treat Participants and Awards (or portions thereof) differently
under this Article VIII.


 


ARTICLE IX.

General Provisions Applicable to Awards


 


9.1            Transferability.
Except as the Administrator may determine or provide in an Award Agreement or otherwise for Awards other than Incentive Stock
Options, Awards may not be sold, assigned, transferred, pledged or otherwise encumbered, either voluntarily or by operation of
law, except by will or the laws of descent and distribution, or, subject to the Administrator’s consent, pursuant to a domestic
relations order, and, during the life of the Participant, will be exercisable only by the Participant. References to a Participant,
to the extent relevant in the context, will include references to a Participant’s authorized transferee that the Administrator
specifically approves.


 


9.2            Documentation.
Each Award will be evidenced in an Award Agreement, which may be written or electronic, as the Administrator determines. Each
Award may contain terms and conditions in addition to those set forth in the Plan.


 






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9.3            Discretion.
Except as the Plan otherwise provides, each Award may be made alone or in addition or in relation to any other Award. The terms
of each Award to a Participant need not be identical, and the Administrator need not treat Participants or Awards (or portions
thereof) uniformly.


 


9.4            Termination
of Status. The Administrator will determine how the disability, death, retirement, authorized leave of absence or any other
change or purported change in a Participant’s Service Provider status affects an Award and the extent to which, and the
period during which, the Participant, the Participant’s legal representative, conservator, guardian or Designated Beneficiary
may exercise rights under the Award, if applicable.


 


9.5            Withholding.
Each Participant must pay the Company, or make provision satisfactory to the Administrator for payment of, any taxes required
by law to be withheld in connection with such Participant’s Awards by the date of the event creating the tax liability.
The Company may deduct an amount sufficient to satisfy such tax obligations based on the applicable statutory withholding rates
(or such other rate as may be determined by the Company after considering any accounting consequences or costs) from any payment
of any kind otherwise due to a Participant. Subject to Section 10.8 and any Company insider trading policy (including blackout
periods), Participants may satisfy such tax obligations (i) in cash, by wire transfer of immediately available funds, by
check made payable to the order of the Company, provided that the Company may limit the use of the foregoing payment forms if
one or more of the payment forms below is permitted, (ii) to the extent permitted by the Administrator, in whole or in part
by delivery of Shares, including Shares retained from the Award creating the tax obligation, valued at their Fair Market Value,
(iii) if there is a public market for Shares at the time the tax obligations are satisfied, unless the Company otherwise
determines, (A) delivery (including telephonically to the extent permitted by the Company) of an irrevocable and unconditional
undertaking by a broker acceptable to the Company to deliver promptly to the Company sufficient funds to satisfy the tax obligations,
or (B) delivery by the Participant to the Company of a copy of irrevocable and unconditional instructions to a broker acceptable
to the Company to deliver promptly to the Company cash or a check sufficient to satisfy the tax withholding; provided that such
amount is paid to the Company at such time as may be required by the Administrator, or (iv) to the extent permitted by the
Company, any combination of the foregoing payment forms approved by the Administrator. If any tax withholding obligation will
be satisfied under clause (ii) of the immediately preceding sentence by the Company’s retention of Shares from the
Award creating the tax obligation and there is a public market for Shares at the time the tax obligation is satisfied, the Company
may elect to instruct any brokerage firm determined acceptable to the Company for such purpose to sell on the applicable Participant’s
behalf some or all of the Shares retained and to remit the proceeds of the sale to the Company or its designee, and each Participant’s
acceptance of an Award under the Plan will constitute the Participant’s authorization to the Company and instruction and
authorization to such brokerage firm to complete the transactions described in this sentence.


 


9.6            Amendment
of Award; Repricing. The Administrator may amend, modify or terminate any outstanding Award, including by substituting another
Award of the same or a different type, changing the exercise or settlement date, and converting an Incentive Stock Option to a
Non-Qualified Stock Option. The Participant’s consent to such action will be required unless (i) the action, taking
into account any related action, does not materially and adversely affect the Participant’s rights under the Award, or (ii) the
change is permitted under Article VIII or pursuant to Section 10.6. Notwithstanding the foregoing or anything in the
Plan to the contrary, the Administrator may not, except pursuant to Article VIII, without the approval of the stockholders
of the Company, reduce the exercise price per share of outstanding Options or Stock Appreciation Rights or cancel outstanding
Options or Stock Appreciation Rights in exchange for cash, other Awards or Options or Stock Appreciation Rights with an exercise
price per share that is less than the exercise price per share of the original Options or Stock Appreciation Rights.


 






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9.7            Conditions
on Delivery of Stock. The Company will not be obligated to deliver any Shares under the Plan or remove restrictions from Shares
previously delivered under the Plan until (i) all Award conditions have been met or removed to the Company’s satisfaction,
(ii) as determined by the Company, all other legal matters regarding the issuance and delivery of such Shares have been satisfied,
including any applicable securities laws and 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 Administrator deems necessary or appropriate
to satisfy any Applicable Laws. The Company’s inability to obtain authority from any regulatory body having jurisdiction,
which the Administrator determines is necessary to the lawful issuance and sale of any securities, will relieve the Company of
any liability for failing to issue or sell such Shares as to which such requisite authority has not been obtained.


 


9.8            Acceleration.
The Administrator may at any time provide that any Award will become immediately vested and fully or partially exercisable, free
of some or all restrictions or conditions, or otherwise fully or partially realizable.


 


9.9            Additional
Terms of Incentive Stock Options. The Administrator
may grant Incentive Stock Options only to employees of the Company, any of its present or future parent or subsidiary corporations,
as defined in Sections 424(e) or (f) of the Code, respectively, and any other entities the employees of which are
eligible to receive Incentive Stock Options under the Code. If an Incentive Stock Option is granted to a Greater Than 10% Stockholder,
the exercise price will not be less than 110% of the Fair Market Value on the Option’s grant date, and the term of the Option
will not exceed five years. All Incentive Stock Options will be subject to and construed consistently with Section 422 of
the Code. By accepting an Incentive Stock Option, the Participant agrees to give prompt notice to the Company of dispositions
or other transfers (other than in connection with a Change in Control) of Shares acquired under the Option made within (i) two
years from the grant date of the Option or (ii) one year after the transfer of such Shares to the Participant, specifying
the date of the disposition or other transfer and the amount the Participant realized, in cash, other property, assumption of
indebtedness or other consideration, in such disposition or other transfer. Neither the Company nor the Administrator will be
liable to a Participant, or any other party, if an Incentive Stock Option fails or ceases to qualify as an “incentive stock
option” under Section 422 of the Code. Any Incentive Stock Option or portion thereof that fails to qualify as an “incentive
stock option” under Section 422 of the Code for any reason, including becoming exercisable with respect to Shares having
a fair market value exceeding the $100,000 limitation under Treasury Regulation Section 1.422-4, will be a Non-Qualified
Stock Option.


 


ARTICLE X.

Miscellaneous


 


10.1            No
Right to Employment or Other Status. No person will have any claim or right to be granted an Award, and the grant of an Award
will 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 or any Award, except as expressly provided in an Award Agreement.


 


10.2            No
Rights as Stockholder; Certificates. Subject to the Award Agreement, no Participant or Designated Beneficiary will have any
rights as a stockholder with respect to any Shares to be distributed under an Award until becoming the record holder of such Shares.
Notwithstanding any other provision of the Plan, unless the Administrator otherwise determines or Applicable Laws require, the
Company will not be required to deliver to any Participant certificates evidencing Shares issued in connection with any Award
and instead such Shares may be recorded in the books of the Company (or, as applicable, its transfer agent or stock plan administrator).
The Company may place legends on stock certificates issued under the Plan that the Administrator deems necessary or appropriate
to comply with Applicable Laws.


 






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10.3            Effective
Date and Term of Plan. The Plan will become effective on the date the Plan is approved by the Company’s stockholders
and, unless earlier terminated by the Board, will remain in effect until March 26, 2030, which is the day prior to the tenth
anniversary of the date the Board adopted the Plan, but Awards previously granted may extend beyond that date in accordance with
the Plan. If the Plan is not approved by the Company’s stockholders, the Plan will not become effective, no Awards will
be granted under the Plan and the Prior Plan will continue in full force and effect in accordance with their terms.


 


10.4            Amendment
of Plan. The Administrator may amend, suspend or terminate the Plan at any time; provided that no amendment, other than an
increase to the Overall Share Limit, may materially and adversely affect any Award outstanding at the time of such amendment without
the affected Participant’s consent. No Awards may be granted under the Plan during any suspension period or after Plan termination.
Awards outstanding at the time of any Plan suspension or termination will continue to be governed by the Plan and the Award Agreement,
as in effect before such suspension or termination. The Board will obtain stockholder approval of any Plan amendment to the extent
necessary to comply with Applicable Laws.


 


10.5            Provisions
for Foreign Participants. The Administrator may modify Awards granted to Participants who are foreign nationals or employed
outside the United States or establish subplans or procedures under the Plan to address differences in laws, rules, regulations
or customs of such foreign jurisdictions with respect to tax, securities, currency, employee benefit or other matters.


 


10.6            Section 409A.


 


(a)            General.
The Company intends that all Awards be structured to comply with, or be exempt from, Section 409A, such that no adverse tax
consequences, interest, or penalties under Section 409A apply. Notwithstanding anything in the Plan or any Award Agreement
to the contrary, the Administrator may, without a Participant’s consent, amend this Plan or Awards, adopt policies and procedures,
or take any other actions (including amendments, policies, procedures and retroactive actions) as are necessary or appropriate
to preserve the intended tax treatment of Awards, including any such actions intended to (A) exempt this Plan or any Award
from Section 409A, or (B) comply with Section 409A, including regulations, guidance, compliance programs and other
interpretative authority that may be issued after an Award’s grant date. The Company makes no representations or warranties
as to an Award’s tax treatment under Section 409A or otherwise. The Company will have no obligation under this Section 10.6
or otherwise to avoid the taxes, penalties or interest under Section 409A with respect to any Award and will have no liability
to any Participant or any other person if any Award, compensation or other benefits under the Plan are determined to constitute
noncompliant “nonqualified deferred compensation” subject to taxes, penalties or interest under Section 409A.


 


(b)            Separation
from Service. If an Award constitutes “nonqualified deferred compensation” under Section 409A, any payment
or settlement of such Award upon a termination of a Participant’s Service Provider relationship will, to the extent necessary
to avoid taxes under Section 409A, be made only upon the Participant’s “separation from service” (within
the meaning of Section 409A), whether such “separation from service” occurs upon or after the termination of the
Participant’s Service Provider relationship. For purposes of this Plan or any Award Agreement relating to any such payments
or benefits, references to a “termination,” “termination of employment” or like terms means a “separation
from service.”


 


(c)            Payments
to Specified Employees. Notwithstanding any contrary provision in the Plan or any Award Agreement, any payment(s) of “nonqualified
deferred compensation” required to be made under an Award to a “specified employee” (as defined under Section 409A
and as the Administrator determines) due to his or her “separation from service” will, to the extent necessary to avoid
taxes under Section 409A(a)(2)(B)(i) of the Code, be delayed for the six-month period immediately following such “separation
from service” (or, if earlier, until the specified employee’s death) and will instead be paid (as set forth in the
Award Agreement) on the day immediately following such six-month period or as soon as administratively practicable thereafter (without
interest). Any payments of “nonqualified deferred compensation” under such Award payable more than six months following
the Participant’s “separation from service” will be paid at the time or times the payments are otherwise scheduled
to be made.


 






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10.7            Limitations
on Liability. Notwithstanding any other provisions of the Plan, no individual acting as a director, officer, other employee
or agent of the Company or any Subsidiary 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 or any Award, and such individual will
not be personally liable with respect to the Plan because of any contract or other instrument executed in his or her capacity
as an Administrator, director, officer, other employee or agent of the Company or any Subsidiary. The Company will indemnify and
hold harmless each director, officer, other employee and agent of the Company or any Subsidiary that has been or will be granted
or delegated any duty or power relating to the Plan’s administration or interpretation, against any cost or expense (including
attorneys’ fees) or liability (including any sum paid in settlement of a claim with the Administrator’s approval)
arising from any act or omission concerning this Plan unless arising from such person’s own fraud or bad faith.


 


10.8            Lock-Up
Period. The Company may, at the request of any underwriter representative or otherwise, in connection with registering the
offering of any Company securities under the Securities Act, prohibit Participants from, directly or indirectly, selling or otherwise
transferring any Shares or other Company securities during a period of up to one hundred eighty days following the effective date
of a Company registration statement filed under the Securities Act, or such longer period as determined by the underwriter.


 


10.9            Data
Privacy. As a condition for receiving any Award, each Participant explicitly and unambiguously consents to the collection,
use and transfer, in electronic or other form, of personal data as described in this section by and among the Company and its
Subsidiaries and affiliates exclusively for implementing, administering and managing the Participant’s participation in
the Plan. The Company and its Subsidiaries and affiliates may hold certain personal information about a Participant, including
the Participant’s name, address and telephone number; birthdate; social security, insurance number or other identification
number; salary; nationality; job title(s); any Shares held in the Company or its Subsidiaries and affiliates; and Award details,
to implement, manage and administer the Plan and Awards (the “Data”). The Company and its Subsidiaries
and affiliates may transfer the Data amongst themselves as necessary to implement, administer and manage a Participant’s
participation in the Plan, and the Company and its Subsidiaries and affiliates may transfer the Data to third parties assisting
the Company with Plan implementation, administration and management. These recipients may be located in the Participant’s
country, or elsewhere, and the Participant’s country may have different data privacy laws and protections than the recipients’
country. By accepting an Award, each Participant authorizes such recipients to receive, possess, use, retain and transfer the
Data, in electronic or other form, to implement, administer and manage the Participant’s participation in the Plan, including
any required Data transfer to a broker or other third party with whom the Company or the Participant may elect to deposit any
Shares. The Data related to a Participant will be held only as long as necessary to implement, administer, and manage the Participant’s
participation in the Plan. A Participant may, at any time, view the Data that the Company holds regarding such Participant, request
additional information about the storage and processing of the Data regarding such Participant, recommend any necessary corrections
to the Data regarding the Participant or refuse or withdraw the consents in this Section 10.9 in writing, without cost, by
contacting the local human resources representative. The Company may cancel Participant’s ability to participate in the
Plan and, in the Administrator’s discretion, the Participant may forfeit any outstanding Awards if the Participant refuses
or withdraws the consents in this Section 10.9. For more information on the consequences of refusing or withdrawing consent,
Participants may contact their local human resources representative.


 






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10.10            Severability.
If any portion of the Plan or any action taken under it is held illegal or invalid for any reason, the illegality or invalidity
will not affect the remaining parts of the Plan, and the Plan will be construed and enforced as if the illegal or invalid provisions
had been excluded, and the illegal or invalid action will be null and void.


 


10.11            Governing
Documents. If any contradiction occurs between the Plan and any Award Agreement or other written agreement between a Participant
and the Company (or any Subsidiary) that the Administrator has approved, the Plan will govern, unless it is expressly specified
in such Award Agreement or other written document that a specific provision of the Plan will not apply.


 


10.12            Governing
Law. The Plan and all Awards will be governed by and interpreted in accordance with the laws of the State of Delaware, disregarding
any state’s choice-of-law principles requiring the application of a jurisdiction’s laws other than the State of Delaware.


 


10.13            Claw-back
Provisions. All Awards (including any proceeds, gains or other economic benefit the Participant actually or constructively
receives upon receipt or exercise of any Award or the receipt or resale of any Shares underlying the Award) will be subject to
any Company claw-back policy, including any claw-back policy adopted to comply with Applicable Laws (including the Dodd-Frank
Wall Street Reform and Consumer Protection Act and any rules or regulations promulgated thereunder) as set forth in such
claw-back policy or the Award Agreement.


 


10.14            Titles
and Headings. The titles and headings in the Plan are for convenience of reference only and, if any conflict, the Plan’s
text, rather than such titles or headings, will control.


 


10.15            Conformity
to Securities Laws. Participant acknowledges that the Plan is intended to conform to the extent necessary with Applicable
Laws. Notwithstanding anything herein to the contrary, the Plan and all Awards will be administered only in conformance with Applicable
Laws. To the extent Applicable Laws permit, the Plan and all Award Agreements will be deemed amended as necessary to conform to
Applicable Laws.


 


10.16            Relationship
to Other Benefits. No payment under the Plan will be taken into account in determining any benefits under any pension, retirement,
savings, profit sharing, group insurance, welfare or other benefit plan of the Company or any Subsidiary except as expressly provided
in writing in such other plan or an agreement thereunder.


 


10.17            Broker-Assisted
Sales. In the event of a broker-assisted sale of Shares in connection with the payment of amounts owed by a Participant under
or with respect to the Plan or Awards, including amounts to be paid under the final sentence of Section 9.5: (a) any
Shares to be sold through the broker-assisted sale will be sold on the day the payment first becomes due, or as soon thereafter
as practicable; (b) such Shares may be sold as part of a block trade with other Participants in the Plan in which all participants
receive an average price; (c) the applicable Participant will be responsible for all broker’s fees and other costs
of sale, and by accepting an Award, each Participant agrees to indemnify and hold the Company harmless from any losses, costs,
damages, or expenses relating to any such sale; (d) to the extent the Company or its designee receives proceeds of such sale
that exceed the amount owed, the Company will pay such excess in cash to the applicable Participant as soon as reasonably practicable;
(e) the Company and its designees are under no obligation to arrange for such sale at any particular price; and (f) in
the event the proceeds of such sale are insufficient to satisfy the Participant’s applicable obligation, the Participant
may be required to pay immediately upon demand to the Company or its designee an amount in cash sufficient to satisfy any remaining
portion of the Participant’s obligation.


 






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ARTICLE XI.

Definitions


 


As used in the Plan,
the following words and phrases will have the following meanings:


 


11.1            “Administrator”
means the Board or a Committee to the extent that the Board’s powers or authority under the Plan have been delegated to such
Committee.


 


11.2            “Applicable
Laws” means the requirements relating to the administration of equity incentive plans under U.S. federal and state
securities, tax and other applicable laws, rules and regulations, the applicable rules of any stock exchange or quotation
system on which the Common Stock is listed or quoted and the applicable laws and rules of any foreign country or other jurisdiction
where Awards are granted.


 


11.3            “Award”
means, individually or collectively, a grant under the Plan of Options, Stock Appreciation Rights, Restricted Stock, Restricted
Stock Units or Other Stock or Cash Based Awards.


 


11.4            “Award
Agreement” means a written agreement evidencing an Award, which may be electronic, that contains such terms and conditions
as the Administrator determines, consistent with and subject to the terms and conditions of the Plan.


 


11.5            “Board”
means the Board of Directors of the Company.


 


11.6            “Cause”
means, in the case of a particular Award, unless the applicable Award Agreement states otherwise, (i) the Company and its
Subsidiaries and affiliates having “cause” to terminate a Participant’s employment or service, as defined in
any employment or consulting agreement or similar document or policy between the Participant and the Company and its Subsidiaries
and affiliates in effect at the time of such termination or (ii) in the absence of any such employment or consulting agreement,
document or policy (or the absence of any definition of “Cause” contained therein), (A) a material breach or material
default (including, without limitation, any material dereliction of duty) by Participant of any agreement between the Participant
and the Company, except for any such breach or default which is caused by the Participant’s Disability (as determined by
a neutral physician), or a repeated failure by the Participant to follow the direction of a duly authorized representative of the
Company; (B) gross negligence, willful misfeasance or breach of fiduciary duty to the Company and its Subsidiaries and affiliates
by the Participant; (C) the commission by the Participant of an act or omission involving fraud, embezzlement, misappropriation
or dishonesty in connection with the Participant’s duties to the Company and its Subsidiaries and affiliates or that
is otherwise likely to be injurious to the business or reputation of the Company and its Subsidiaries and affiliates; or (D) the
Participant’s conviction of, indictment for, or pleading guilty or nolo contendere to,  any (x) felony
or (y) other crime involving fraud or moral turpitude. Any determination of whether Cause exists shall be made by the Administrator
in its sole discretion.


 


11.7            “Change
in Control” means and includes each of the following:


 


(a)            A
transaction or series of transactions (other than an offering of Common Stock to the general public through a registration statement
filed with the Securities and Exchange Commission or a transaction or series of transactions that meets the requirements of clauses
(i) and (ii) of subsection (c) below) whereby any “person” or related “group” of “persons”
(as such terms are used in Sections 13(d) and 14(d)(2) of the Exchange Act) (other than the Company, any of its
Subsidiaries, an employee benefit plan maintained by the Company or any of its Subsidiaries or a “person” that, prior
to such transaction, 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 under the Exchange Act) of securities of the
Company possessing more than 50% of the total combined voting power of the Company’s securities outstanding immediately after
such acquisition; or


 






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(b)            During
any period of two consecutive years, individuals who, at the beginning of such period, constitute the Board together with any new
Director(s) (other than a Director designated by a person who shall have entered into an agreement with the Company to effect
a transaction described in subsections (a) or (c)) whose election by the Board or nomination for election by the Company’s
stockholders was approved by a vote of at least two-thirds of the Directors then still in office who either were Directors at the
beginning of the two-year period or whose election or nomination for election was previously so approved, cease for any reason
to constitute a majority thereof; or


 


(c)            The
consummation by the Company (whether directly involving the Company or indirectly involving the Company through one or more intermediaries)
of (x) a merger, consolidation, reorganization, or business combination or (y) a sale or other disposition of all or
substantially all of the Company’s assets in any single transaction or series of related transactions or (z) the acquisition
of assets or stock of another entity, in each case other than a transaction:


 


(i)            which
results in the Company’s voting securities outstanding immediately before the transaction continuing to represent (either
by remaining outstanding or by being converted into voting securities of the Company or the person that, as a result of the transaction,
controls, directly or indirectly, the Company or owns, directly or indirectly, all or substantially all of the Company’s
assets or otherwise succeeds to the business of the Company (the Company or such person, the “Successor Entity”))
directly or indirectly, at least a majority of the combined voting power of the Successor Entity’s outstanding voting securities
immediately after the transaction, and


 


(ii)            after
which no person or group beneficially owns voting securities representing 50% or more of the combined voting power of the Successor
Entity; provided, however, that no person or group shall be treated for purposes of this clause (ii) as beneficially
owning 50% or more of the combined voting power of the Successor Entity solely as a result of the voting power held in the Company
prior to the consummation of the transaction.


 


Notwithstanding the
foregoing, if a Change in Control constitutes a payment event with respect to any Award (or portion of any Award) that provides
for the deferral of compensation that is subject to Section 409A, to the extent required to avoid the imposition of additional
taxes under Section 409A, the transaction or event described in subsection (a), (b) or (c) with respect to
such Award (or portion thereof) shall only constitute a Change in Control for purposes of the payment timing of such Award if such
transaction also constitutes a “change in control event,” as defined in Treasury Regulation Section 1.409A-3(i)(5).


 


The Administrator shall
have full and final authority, which shall be exercised in its discretion, to determine conclusively whether a Change in Control
has occurred pursuant to the above definition, the date of the occurrence of such Change in Control and any incidental matters
relating thereto; provided that any exercise of authority in conjunction with a determination of whether a Change in Control is
a “change in control event” as defined in Treasury Regulation Section 1.409A-3(i)(5) shall be consistent
with such regulation.


 


11.8            “Code”
means the Internal Revenue Code of 1986, as amended, and the regulations issued thereunder.


 






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11.9            “Committee”
means one or more committees or subcommittees of the Board, which may include one or more Company directors or executive officers,
to the extent Applicable Laws permit. To the extent required to comply with the provisions of Rule 16b-3, it is intended that
each member of the Committee will be, at the time the Committee takes any action with respect to an Award that is subject to Rule 16b-3,
a “non-employee director” within the meaning of Rule 16b-3; however, a Committee member’s failure to qualify
as a “non-employee director” within the meaning of Rule 16b-3 will not invalidate any Award granted by the Committee
that is otherwise validly granted under the Plan.


 


11.10            “Common
Stock” means the common stock of the Company.


 


11.11            “Company”
means BioXcel Therapeutics, Inc., a Delaware corporation, or any successor.


 


11.12            “Consultant”
means any person, including any adviser, engaged by the Company or its parent or Subsidiary to render services to such entity if
the consultant or adviser: (i) renders bona fide services to the Company; (ii) renders services not in connection with
the offer or sale of securities in a capital-raising transaction and does not directly or indirectly promote or maintain a market
for the Company’s securities; and (iii) is a natural person.


 


11.13            “Designated
Beneficiary” means the beneficiary or beneficiaries the Participant designates, in a manner the Administrator determines,
to receive amounts due or exercise the Participant’s rights if the Participant dies or becomes incapacitated. Without a Participant’s
effective designation, “Designated Beneficiary” will mean the Participant’s estate.


 


11.14            “Director”
means a Board member.


 


11.15            “Disability”
means a permanent and total disability under Section 22(e)(3) of the Code, as amended.


 


11.16            “Dividend
Equivalents” means a right granted to a Participant under the Plan to receive the equivalent value (in cash or Shares)
of dividends paid on Shares.


 


11.17            “Employee”
means any employee of the Company or its Subsidiaries.


 


11.18            “Equity
Restructuring” means a nonreciprocal transaction between the Company and its stockholders, such as a stock dividend,
stock split, spin-off or recapitalization through a large, nonrecurring cash dividend, that affects the number or kind of Shares
(or other Company securities) or the share price of Common Stock (or other Company securities) and causes a change in the per share
value of the Common Stock underlying outstanding Awards.


 


11.19            “Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


11.20            “Fair
Market Value” means, as of any date, the value of Common Stock determined as follows: (i) if the Common Stock
is listed on any established stock exchange, its Fair Market Value will be the closing sales price for such Common Stock as quoted
on such exchange for such date, or if no sale occurred on such date, the last day preceding such date during which a sale occurred,
as reported in The Wall Street Journal or another source the Administrator deems reliable; (ii) if the Common Stock is not
traded on a stock exchange but is quoted on a national market or other quotation system, the closing sales price on such date,
or if no sales occurred on such date, then on the last date preceding such date during which a sale occurred, as reported in The
Wall Street Journal or another source the Administrator deems reliable; or (iii) without an established market for the Common
Stock, the Administrator will determine the Fair Market Value in its discretion.


 






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11.21            “Greater
Than 10% Stockholder” means an individual then owning (within the meaning of Section 424(d) of the Code)
more than 10% of the total combined voting power of all classes of stock of the Company or its parent or subsidiary corporation,
as defined in Section 424(e) and (f) of the Code, respectively.


 


11.22            “Incentive
Stock Option” means an Option intended to qualify as an “incentive stock option” as defined in Section 422
of the Code.


 


11.23            “Non-Qualified
Stock Option” means an Option not intended or not qualifying as an Incentive Stock Option.


 


11.24            “Option”
means an option to purchase Shares.


 


11.25            “Other
Stock or Cash Based Awards” means cash awards, awards of Shares, and other awards valued wholly or partially by referring
to, or are otherwise based on, Shares or other property.


 


11.26            “Overall
Share Limit” means the sum of (i) 911,000 Shares; (ii) any shares of Common Stock which remain available
for future grants under the Prior Plan as of immediately prior to approval of the Plan by the Company’s stockholders; (iii) any
shares of Common Stock which are subject to Prior Plan Awards which become available for issuance under the Plan pursuant to Article IV;
and (iv) an annual increase on the first day of each calendar year beginning January 1, 2021 and ending on and including
January 1, 2030, equal to the lesser of (A) 4% of the aggregate number of shares of Common Stock outstanding on the final
day of the immediately preceding calendar year and (B) such smaller number of Shares as is determined by the Board.


 


11.27            “Participant”
means a Service Provider who has been granted an Award.


 


11.28            “Performance
Criteria” mean the criteria (and adjustments) that the Administrator may select for an Award to establish performance
goals for a performance period, which may include the following: net earnings or losses (either before or after one or more of
interest, taxes, depreciation, amortization, and non-cash equity-based compensation expense); gross or net sales or revenue or
sales or revenue growth; net income (either before or after taxes) or adjusted net income; profits (including but not limited to
gross profits, net profits, profit growth, net operation profit or economic profit), profit return ratios or operating margin;
budget or operating earnings (either before or after taxes or before or after allocation of corporate overhead and bonus); cash
flow (including operating cash flow and free cash flow or cash flow return on capital); return on assets; return on capital or
invested capital; cost of capital; return on stockholders’ equity; total stockholder return; return on sales; costs, reductions
in costs and cost control measures; expenses; working capital; earnings or loss per share; adjusted earnings or loss per share;
price per share or dividends per share (or appreciation in or maintenance of such price or dividends); regulatory achievements
or compliance; implementation, completion or attainment of objectives relating to research, development, regulatory, commercial,
or strategic milestones or developments; market share; economic value or economic value added models; division, group or corporate
financial goals; customer satisfaction/growth; customer service; employee satisfaction; recruitment and maintenance of personnel;
human resources management; supervision of litigation and other legal matters; strategic partnerships and transactions; financial
ratios (including those measuring liquidity, activity, profitability or leverage); debt levels or reductions; sales-related goals;
financing and other capital raising transactions; cash on hand; acquisition activity; investment sourcing activity; and marketing
initiatives, any of which may be measured in absolute terms or as compared to any incremental increase or decrease. Such performance
goals also may be based solely by reference to the Company’s performance or the performance of a Subsidiary, division, business
segment or business unit of the Company or a Subsidiary, or based upon performance relative to performance of other companies or
upon comparisons of any of the indicators of performance relative to performance of other companies. The Committee may provide
for exclusion of the impact of an event or occurrence which the Committee determines should appropriately be excluded, including
(a) restructurings, discontinued operations, extraordinary items, and other unusual, infrequently occurring or non-recurring
charges or events, (b) asset write-downs, (c) litigation or claim judgments or settlements, (d) acquisitions or
divestitures, (e) reorganization or change in the corporate structure or capital structure of the Company, (f) an event
either not directly related to the operations of the Company, Subsidiary, division, business segment or business unit or not within
the reasonable control of management, (g) foreign exchange gains and losses, (h) a change in the fiscal year of the Company,
(i) the refinancing or repurchase of bank loans or debt securities, (j) unbudgeted capital expenditures, (k) the
issuance or repurchase of equity securities and other changes in the number of outstanding shares, (l) conversion of some
or all of convertible securities to Common Stock, (m) any business interruption event (n) the cumulative effects of tax
or accounting changes in accordance with U.S. generally accepted accounting principles, or (o) the effect of changes in other
laws or regulatory rules affecting reported results.


 






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11.29            “Plan”
means this 2020 Incentive Award Plan.


 


11.30            “Prior
Plan” means, the Company’s 2017 Equity Incentive Plan.


 


11.31            “Prior
Plan Award” means an award outstanding under the Prior Plan as of immediately prior to approval of the Plan by the
Company’s stockholders.


 


11.32            “Restricted
Stock” means Shares awarded to a Participant under Article VI subject to certain vesting conditions and other
restrictions.


 


11.33            “Restricted
Stock Unit” means an unfunded, unsecured right to receive, on the applicable settlement date, one Share or an amount
in cash or other consideration determined by the Administrator to be of equal value as of such settlement date, subject to certain
vesting conditions and other restrictions.


 


11.34            “Rule 16b-3”
means Rule 16b-3 promulgated under the Exchange Act.


 


11.35            “Section 409A”
means Section 409A of the Code and all regulations, guidance, compliance programs and other interpretative authority thereunder.


 


11.36            “Securities
Act” means the Securities Act of 1933, as amended.


 


11.37            “Service
Provider” means an Employee, Consultant or Director.


 


11.38            “Shares”
means shares of Common Stock.


 


11.39            “Stock
Appreciation Right” means a stock appreciation right granted under Article V.


 


11.40            “Subsidiary”
means any entity (other than the Company), whether domestic or foreign, in an unbroken chain of entities beginning with the Company
if each of the entities other than the last entity in the unbroken chain beneficially owns, at the time of the determination, securities
or interests representing at least 50% of the total combined voting power of all classes of securities or interests in one of the
other entities in such chain.


 


11.41            “Substitute
Awards” shall mean Awards granted or Shares issued by the Company in assumption of, or in substitution or exchange
for, awards previously granted, or the right or obligation to make future awards, in each case by a company acquired by the Company
or any Subsidiary or with which the Company or any Subsidiary combines.


 


11.42            “Termination
of Service” means the date the Participant ceases to be a Service Provider.


 


* * * * *


 






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