Exhibit 4.2


 


This is a free translation from the French
language and is supplied solely for information purposes. Only the original version in French language has legal force.


 


EDAP TMS


(the
“Company”)


Capital of 4,373,013.32 Euros


Headquarters : Parc d’Activité
de La Poudrette Lamartine,


4, rue du Dauphiné, 69120 VAULX-EN-VELIN


316488204 RCS LYON


 




 


SHARE
SUBSCRIPTION OPTION PLAN


 


Ordinary and Extraordinary Assembly Meeting June
28, 2019


 


Board of Directors: June 11, 2021


 





 


 


		1.	GENERAL



 


In accordance with the authorization granted
by the ordinary and extraordinary general shareholders’ meeting of June 28, 2019 (the “Shareholders Authorization”),
the Board of Directors decided on June 11, 2021, in compliance with the provisions of Articles L. 225-177 et seq. of the
French Commercial Code:


 


- to determine the terms and conditions
of the share subscription option plan as set out below, and


- to grant, on one or several occasions,
one million (1,000,000) options to subscribe to a maximum of one million (1,000,000) shares of the Company, with a nominal value
of €0.13 each, to some employees and/or employee officers of the Company as well as those of the affiliates of the Company
within the meaning of Article L. 225-180 of the French Commercial Code and as defined in Section 424(f) and Section 3401(c) of
the United States Internal Revenue Code of 1986, as amended (hereafter, the “Affiliates”):


 


The authorization granted by the shareholders
on June 28, 2019 is valid until August 28, 2022 unless terminated earlier.


 


		2.	PURPOSES OF THE PLAN



 


We wish to motivate and reward EDAP’s
teams who will be entirely dedicated to successfully perform our U.S. as well as our worldwide business goals. To this end, the
Board of Directors wishes to implement an incentive stock option program in favor of EDAP’s U.S. and French employees contributing
to this project (the “Plan”).


 


The purposes of the Plan are:


-       
to attract and retain the best available personnel for positions of substantial responsibility;


-       
to provide additional incentive to Beneficiaries as such term is defined herein; and


-       
to promote the success of the Company's business.


 


Options (as such term is defined below)
granted under the Plan to U.S. Beneficiaries (as such term is defined below) are intended to be Incentive Stock Options (“ISOs”
or “Incentive Stock Options”) and shall comply in all respects with the United States Internal Revenue Code
of 1986, as amended (the “U.S. Code”), for those eligible beneficiaries’ subject to tax in the U.S., in
order that they may benefit from available tax advantages. The Options may also be “Non-Statutory Stock Options”,
meaning an Option that does not qualify as an ISO, in the discretion of the Board of Directors at the time of grant of an Option
or when ISO limits are exceeded.


 



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		3.	SHARES SUBJECT TO THE PLAN AND NUMBER OF OPTIONS TO SUBSCRIBE FOR SHARES



 


Subject to the provisions of Article L.
225-181 of the French Commercial Code and Sections 409A, 422 and 424 of the U.S. Code, as applicable, and pursuant to the Shareholders
Authorization, the maximum aggregate number of shares which may be optioned and issued is equal to 1,000,000 (the “Shares”)
and the maximum number of ISOs which may be optioned and issued is 1,000,000.


 


On June 11, 2021, the Board of Directors
decided to grant one million (1,000,000) share subscription options (the “Options”) to Beneficiaries intended
to qualify as ISOs.


 


Should the Options expire or become unexercisable
for any reason without having been exercised in full, the unsubscribed Shares which were subject thereto shall, unless the Plan
shall have been terminated prior to August 28, 2022, become available again for any future grant under the Plan to be made in accordance
with the Shareholders Authorization.


 


Notwithstanding any provisions in the Plan
to the contrary, the total number of Options granted but not yet exercised may not give right to subscribe a number of shares exceeding
one third of the share capital of the Company.


 


		4.	BENEFICIARIES



 


The Chairman of the Board of Directors
(Président du Conseil d’administration), the Chief Executive Officer (Directeur Général)
and other deputy executive officers (directeurs généraux délégués) as well as any individual
employed by the Company or by any of its Affiliates, under the terms and conditions of an employment contract, are eligible to
receive Options to the extent otherwise legally eligible to receive Options under the Plan and in the Shareholders Authorization.


 


Incentive Stock Options may only be granted
to Beneficiaries of the Company or any of its subsidiaries who meet the definition of “employees” under Section 3401(c)
of the U.S. Code.


 


Subject to the provisions of the French
Commercial Code, the Shareholders Authorization, the Plan and the U.S. Code, the Board of Directors shall have the authority, in
its discretion, to determine the Beneficiaries to whom Options may be granted hereunder.


 


The list of Beneficiaries, with the exact
number of Options allocated to each of them has been set by the Board of Directors at its meeting on June 11, 2021 (the “Beneficiaries”).
Beneficiaries who are U.S. tax residents are referred to herein as the “U.S. Beneficiaries” and Beneficiaries
who are French tax residents are referred to herein as the “French Beneficiaries”.


 


Notwithstanding any provisions in the Plan
to the contrary, Options may not be granted to Beneficiaries owning more than ten percent (10%) of the Company’s share capital
except as permitted under Article L. 225-185 of the French commercial code.


 



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		5.	DATE OF GRANT AND TERM OF THE PLAN



 


The date of grant of an Option shall be,
for all purposes, the date on which the Board of Directors decides to grant such Option (the “Date of Grant”).


 


No Option may be granted less than twenty
(20) trading sessions after the detachment of a coupon entitling the holder to a dividend or a capital increase.


 


The Plan shall be effective as of June
11, 2021, and Options may be granted as of such date (which is the Date of Grant for the Options that the Board of Directors decided
to grant to Beneficiaries on June 11, 2021) until August 28, 2022, unless terminated earlier. The Plan shall continue in effect
until the date of termination of the last Options in force, unless terminated earlier pursuant to Article 13 hereof.


 


The Company and each Beneficiary shall
enter into an Option agreement evidencing the terms and conditions of an individual Options grant (the “Option Agreement”).
Such Option Agreements shall be subject to the terms and conditions of the Plan. A written notice evidencing the main terms and
conditions of an individual Options grant is part of the Option Agreement (the “Notice of Grant”). The form
of such Option Agreement is attached as Appendix 1.


 


The grant will be definitive upon the Date
of Grant provided that the Notice of Grant and the Option Agreement have been duly initialed (all pages except the signature page)
and executed (signature page) by the Beneficiary and returned to the Company within one month following receipt of such documents
by the Beneficiary.


 


		6.	OPTIONS EXERCISE PRICE



 


The per Share subscription price for the
Shares to be issued pursuant to exercise of an Option (the “Subscription Price”) shall be determined by the
Board of Directors on the Date of Grant on the basis of the fair market value.


 


The fair market value of one Share as provided
in the Shareholders Authorization is deemed to be the closing sales price of one EDAP American Depositary Share listed on the NASDAQ
stock market on the day prior to the Date of Grant. Under French law, the Subscription Price shall in no case be less than ninety-five
per cent (95%) of the average closing sales price of the EDAP American Depositary Shares listed on the NASDAQ stock market calculated
on the basis of the last twenty (20) market trading sessions preceding the Date of Grant.


 


(i) In the case of a Non-Statutory Stock
Option or Incentive Stock Option granted to any U.S. Beneficiary, the Subscription Price shall not be less than one hundred per
cent (100%) of the fair market value per share on the Date of Grant determined as follows (a) if the shares are listed or quoted
for trading on an exchange, the value will be deemed to be the closing or last offer price, as applicable, of the shares on the
principal exchange upon which such securities are traded or quoted on the date prior to the Date of Grant, provided, if such date
is not a trading day, on the last market trading day prior to such date; and (b) if the shares are not listed or quoted for trading
on an exchange, the fair market value of the shares as determined by the Board of Directors, consistent with the requirements of
Sections 422 with respect to Incentive Stock Options, and 409A of the U.S. Code with respect to Options not intended to be Incentive
Stock Options.


 


(ii) In the case of an Incentive Stock
Option granted to a U.S. Beneficiary who, at the Date of Grant of the Incentive Stock Option, owns stock representing more than
ten percent (10%) of the voting rights of all classes of stock of the Company or any parent or subsidiary of the Company and, to
the extent such Beneficiary is permitted by French law to receive Option grants, the per Share subscription price shall be no less
than one hundred and ten percent (110%) of the fair market value per share on the Date of Grant, as determined for Incentive Stock
Options above.


 



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In accordance with applicable French and
U.S. law, each Option granted to each Beneficiary, whether a U.S. Beneficiary, excluding options covered by paragraph (ii) above,
or a French Beneficiary, gives the right to subscribe to one Share at a Subscription Price corresponding to the greater of: (a)
100% of the fair market value per share on the Date of Grant determined in accordance with (i) above and (b) ninety five per cent
(95%) of the average closing sales price of the EDAP American Depositary Shares listed on the NASDAQ stock market calculated on
the basis of the last twenty (20) market trading sessions preceding the Date of Grant.


 


For a Date of Grant on June 11, 2021, the
Subscription Price per Share is equal to 5.59 Euros.


 


New shares issued upon exercise must be
fully paid-up at subscription.


 


The Subscription Price may not be modified
for the duration of the Plan. However, the number of Shares under option as well as their Subscription Price may be adjusted, in
the event that the Company implements one of the transactions set out in Article L. 225-181 paragraph 2 of the French Commercial
Code, and, for U.S. Beneficiaries, in accordance with Sections 409A, 422 and 424 of the U.S. Code, as applicable.


 


		7.	CONDITIONS PRECEDENT FOR EXERCISE OF THE OPTIONS/CONDITIONS UPON ISSUANCE OF SHARES



 


7.1 PRESENCE IN THE COMPANY


 


7.1.1 Principle


 


The Options shall be null and void and
may not be exercised by the Beneficiary, without the Company having to proceed with any formalities, in the case the Beneficiary
is no longer employed with the Company or its Affiliates, as an employee or a company officer, for more than three (3) months following
Termination, as defined below.


 


For the purpose of the Plan, “Termination”
shall mean, depending upon the case, the date the Beneficiary’s resignation letter is sent or delivered, the date the Beneficiary’s
dismissal letter is sent or the date of his removal as a company officer. Termination does not include leaves of absence which
receive a prior approval from the Company. Such leaves of absence shall include leaves of more than three (3) months for illnesses
or conditions about which the employee has advance knowledge, military leave, or any other personal leave. For purposes of U.S.
Beneficiaries and Non-Statutory Stock Options, no such leave may exceed ninety (90) days and for Incentive Stock Options, no such
leave may exceed three (3) months, unless, in each case, reemployment upon expiration of such leave is guaranteed by statute, contract
or Company policies. If reemployment upon expiration of a leave of absence approved by the Company is not so guaranteed, on the
first day after such period, any Incentive Stock Option held by a U.S. Beneficiary shall cease to be treated as an Incentive Stock
Option and shall be treated for U.S. tax purposes as a Non-Statutory Stock Option.


 


Upon Termination, the Beneficiary may exercise
his Options within a three (3) month period, as specified in the Notice of Grant, and only for the part of the Options that the
Beneficiary was entitled to exercise at the date of Termination (but in no event later than the expiration of the term of such
Options as set forth in the Notice of Grant). For ISO purposes, such a period cannot exceed three months following the Termination.
If, at Termination, the Beneficiary is not entitled to exercise his Options, the Shares covered by the unexercisable portion of
Options shall become available again for any future grant in accordance with Article 3. If, after Termination, the Beneficiary
does not exercise all of his Options within the time specified in the Notice of Grant, the Options shall terminate, and the Shares
covered by such Options shall become available again for any future grant in accordance with Article 3.


 



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7.1.2 Exceptions


 


As an exception to the provisions of Article
7.1.1, in case of death of the Beneficiary, his heirs may exercise the Options within six (6) months as from such death (but in
no event later than the expiration of the term of the Option), provided the Beneficiary was authorized to exercise his Options
at the time of his death and within the limits of shares allocated and exercisable. If after the death of the Beneficiary, his
heirs do not exercise the Options within the six (6) month period or the Options expiration date, then the Options shall be null
and void and the Shares covered by such Options shall become available again for any future grant in accordance with Article 3.


 


As an exception to the provisions of Article
7.1.1, in the event that the Beneficiary’s office term or employment relationship is terminated owing to Disability, as such
term is defined below, the Beneficiary may exercise his Options at any time within six (6) months from the date of such Termination,
but only to the extent that these options are exercisable at the time of Termination (but in no event later than the expiration
of the term of such Options). If, at the date of Termination, the Beneficiary is not entitled to exercise all of his Options, the
Shares covered by the unexercised portion of Options shall become available again for any future grant in accordance with Article
3. If after Termination, the Beneficiary does not exercise all of his or her Options within the time specified herein, the Options
shall terminate, and the Shares covered by such Options shall become available again for any future grant in accordance with Article
3.


 


Similarly,
the provisions of Article 7.1.1 are not applicable in the event that the Beneficiary decides to retire or his employer decides
to pension him as defined in Article L. 1237-5 of the French Labor Code. However, three months following such Retirement any Incentive
Stock Option held by a U.S. Beneficiary shall cease to be treated as an Incentive Stock Option and shall be treated for U.S. tax
purposes as a Non-Statutory Stock Option.


 


For the purposes of this Article 7.1.2
of the Plan:


 


“Disability” means disability
as determined in categories 2 and 3 under Article L. 341-4 of the French Social Security Code and subject to the fulfillment of
related conditions, and for ISOs, as defined under Section 22(e)(3) of the U.S. Code.


 


“Retirement” means that
the employee has reached the age provided in Article L. 1237-5 of the French Labor Code and qualifies for a full pension subject
to the fulfillment of related conditions, or any similar provision applicable to a foreign Affiliated Company.


 


		8.	TERMS AND CONDITIONS OF EXERCISE OF THE OPTIONS



 


8.1 EXERCISE RIGHT SUSPENSION


 


The Board of Directors may suspend the
right to exercise the Options for a maximum duration of three (3) months in case transactions mentioned in Article L. 225-149-1,
al. 1 of the French Commercial Code are carried out.


 


Beneficiaries will be informed of such
suspension period in accordance with Article R. 225-133 of the French Commercial Code.


 



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In the event that the term of the Options
expires or terminates during the suspension period, the term of the Options may be postponed until one (1) more month following
the suspension period. For U.S. Beneficiaries, the term of the option cannot exceed 10 years, regardless of suspension.


 


8.2 SCHEDULE FOR EXERCISING OF THE OPTIONS



 


8.2.1 Principle


 


The Options become exercisable as follows:


		-	one-sixth of the Options, at the expiration of a period of six (6) months as from the Date of Grant
of the Options by the Board of Directors (the “6 Month Anniversary”); and



		-	with respect to the remaining five-sixths of the Options, one-thirty-sixth of the Options, each
at the expiration of successive one (1) month periods as from the 6 Month Anniversary; and



		-	at the latest within ten (10) years as from the Date of Grant.



 


The number of Options that may be exercised
pursuant to the above vesting schedule will always be rounded down to the nearest full number.


 


If the Beneficiary fails to exercise the
Options in whole or in part within the said period of ten (10) years, the Options will lapse automatically.


 


8.2.2. Exceptions


 


By way of exception, the provisions of
Article 8.2.1 shall not be applicable in the case any of the following operations is implemented:


 


		a)	tender offer, within the meaning of Article L. 433-1 of the French Monetary and Financial Code,
relating to the shares of the Company or, as long as the shares of the Company are listed on the National Association of Securities
Dealers Automated Quotation (NASDAQ), any similar operation carried out according to the NASDAQ regulations;



		b)	exchange offer, within the meaning of Article L. 433-1 of the French Monetary and Financial Code,
relating to the shares of the Company or, as long as the shares of the Company are listed on the NASDAQ, any similar operation
carried out according to the NASDAQ regulations;



		c)	cash tender and exchange offer relating in part to a cash tender offer and in part to an exchange
offer or, as long as the shares of the Company are listed on the NASDAQ, any similar operation carried out according to the NASDAQ
regulations;



		d)	buyout offer within the meaning of Article L. 433-4 of the French Monetary and Financial Code,
relating to the shares of the Company or, as long as the shares of the Company are listed on the National Association of Securities
Dealers Automated Quotation (NASDAQ), any similar operation carried out according to the NASDAQ regulations; or



		e)	in the event of a merger of the Company into another corporation or of the sale by one or several
shareholders, acting alone or in concert, of the Company to one or several third parties of a number of shares resulting in a transfer
of more than fifty per cent (50%) of the shares of the Company to said third parties (a “Change in Control”).
Notwithstanding the foregoing, a Change in Control must also constitute a “change in control event,” as defined in
Treasury Regulation §1.409A-3(i)(5) with respect to any compensation or benefit that is subject to Section 409A of the U.S.
Code.



 


In the cases mentioned in clauses a) through
d) above, the Beneficiaries shall be entitled to exercise all of their unexercised Options in one or several times as from the
date of delivery of the initial offer (tender offer, exchange offer, cash tender and exchange offer and similar operations on the
NASDAQ) to the relevant authority until the end of the expiration of the term of the Options.


 



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In the case of a Change in Control as mentioned
in clause e) above, unless otherwise decided by the Board of Directors, all of the Options that remain unexercisable as of immediately
prior to the completion of the Change in Control shall become exercisable immediately prior to the completion of the Change in
Control. Such fully exercisable Options shall then be subject to the terms set forth in Article 10.2.


 


Moreover, as exceptions to the exercise
schedule provided in Article 8.2.1 above, (a) if an employment agreement entered into between the Company or a subsidiary and the
Beneficiary provides for special vesting treatment upon a Covered Termination (as such term is defined in such employment agreement),
the Options shall become exercisable as to the number of Options that would otherwise have become exercisable within the twelve
month period immediately following the Covered Termination in accordance with Article 8.2.1 above as if the Beneficiary had remained
in continuous service with the Company or a subsidiary during such period and (b) in case of death of the Beneficiary, his heirs
may exercise the Options within a period of six (6) months as from the death of the Beneficiary, pursuant to Article 7.1.2.


 


8.3. TIME LIMIT FOR THE EXERCISE OF
THE OPTIONS


 


The Options shall be exercised by the Beneficiary
before the end of a period of ten (10) years as from the Date of Grant, e.g., before June 11, 2031 for a Date of Grant on June
11, 2021.


 


When a US Beneficiary, at the Date of Grant,
holds greater than 10% of the share capital of the Company, and to the extent that it is eligible for grants under the Plan pursuant
to US applicable regulations, the Options are exercisable for up to five (5) years from the Date of Grant. The terms of ten (10)
and five (5) years, respectively, may not be exceeded, including in the case of early exercise in the event of death or disability
of the Beneficiary.


 


8.4.
TERMS OF EXERCISE OF THE OPTIONS


 


(i) The Options may only be exercised if
all the conditions provided under Articles 7 and 8 of the Plan are satisfied on the date of exercise of the Options.


 


(ii) In order to exercise his or her Options,
the Beneficiary shall send to the legal representative of the Company, a notification indicating the number of Options that he
or she wishes to exercise. The consideration for the Shares to be issued upon exercise of Options shall be paid either by wire
transfer or bank check payable to the Company in an amount equal to the aggregate Subscription Price.


 


(iii) Furthermore, in the event that the
sale of Shares under this Plan is not registered under the U.S. Securities Act but an exemption is available which requires an
investment representation or other representation, the Beneficiary shall represent and agree at the time of exercise that the Shares
being acquired upon exercising this Option are being acquired for investment, and not with a view to the sale or distribution thereof,
and shall make such other representations as are deemed necessary or appropriate by the Company and its counsel.


 


(iv) Nevertheless, the aggregate fair market
value of the Shares covered by Incentive Stock Options granted under the Plan or any other stock option program of the Company
(or any parent or subsidiary of the Company) that become exercisable for the first time in any calendar year shall not exceed USD
100,000 to remain Incentive Stock Options. To the extent the aggregate fair market value of such shares exceeds USD 100,000, the
Options covering those Shares the fair market value of which causes the aggregate fair market value of all such Shares to be in
excess of USD 100,000 shall be treated as Non-Statutory Stock Options. Incentive Stock Options shall be taken into account in the
order in which they were granted, and the aggregate fair market value of the Shares shall be determined as of the Date of Grant.


 



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(v) The Beneficiary will have the ownership
and the enjoyment of the Shares on the date of exercise of the Options.


 


(vi) As the Company is listed on the NASDAQ
market, the Beneficiary will be responsible for converting the newly issued ordinary shares of the Company into American Depositary
Receipt (ADRs) upon exercise of his Options.


 


		9.	CONDITIONS OF HOLDING AND SALE OF THE SHARES



 


9.1. U.S. SECURITIES LAW RESTRICTIONS


 


The Shares to be issued from exercised
Options have been registered under the U.S. Securities Act and may be offered or sold in the United States or to U.S. persons as
defined under Rule 902 of the U.S. Securities Act.


 


Notwithstanding any other provision of
the Plan or any agreement entered into by the Company pursuant to the Plan, the Company shall not be obligated, and shall have
no liability for failure, to register, issue or deliver any Shares under the Plan unless such issuance or delivery would comply
with applicable U.S. state and Federal laws, including securities laws, and the U.S. Code, with such compliance determined by the
Company in consultation with its legal counsel.


 


Regardless of whether the offering and
sale of shares under this Plan have been registered under the U.S. Securities Act or have been registered or qualified under the
securities laws of any U.S. state, the Company at its discretion may impose restrictions upon the sale, pledge or other transfer
of such shares (including the placement of appropriate legends on stock certificates or the imposition of stop-transfer instructions)
if, in the judgment of the Company, such restrictions are necessary or desirable in order to achieve compliance with the U.S. Securities
Act, the securities laws of any state or any other law.


 


9.2 EXECUTIVE OFFICERS OF THE COMPANY


 


Without prejudice to the above, 10% of
the Shares subscribed following the exercise of Options by the Chairman  of the Board (Président du Conseil d’administration),
the Chief Executive Officer (Directeur Général), and other deputy executive officers (Directeurs Généraux
Délégués) of the Company or of an Affiliated Company having its registered office in France, must be held
in registered form and must not be sold, leased or converted to bearer shares until the mandate as executive officer is over.


 


The amount of Shares to be held shall be
determined by taking into account all the shares already held pursuant to the requirements of the previous plans.


 


 


		10.	PROTECTION OF THE INTERESTS OF THE BENEFICIARY



 


10.1 GENERAL PROVISIONS


 


In the event of the carrying out by the
Company of any of the financial operations pursuant to Article L. 225-181 of the French Commercial Code as follows:


		-	amortization or decrease of the share
capital,



		-	modification to the allocation of profits,



		-	distribution of free shares,



		-	capitalization of reserves, profits, issuance
premiums,



		-	the issuance of shares or securities giving
right to shares to be subscribed for in cash or by set-off of existing indebtedness offered exclusively to the shareholders,



 



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the Company shall take the required measures
to protect the interest of the Beneficiaries in the conditions set forth in Article L. 228-99 of the French Commercial Code.


 


The adjustment will be made in accordance
with the provisions of Article R. 228.91 of the French Commercial Code. In addition, all assumptions and substitutions of Incentive
Stock Options shall be determined in accordance with Sections 422 and 424 of the U.S. Code.


 


10.2 ABSORPTION OF THE COMPANY


 


10.2.1 Transfer of the commitments to the
Beneficiary(ies) of the contributions


 


In the case of a Change in Control or the
Company is otherwise absorbed by another company, merges with one or several other companies to form a new company or split off,
the company(ies) that benefit(s) from the contributions could substitute itself for the Company with respect to its duties toward
the Beneficiary. In this case, the number and the price of the shares under option shall be determined either by applying the exchange
ratio used for the operation, or by applying other terms and conditions defined by the parties to the operation. For U.S. Beneficiaries,
this will be determined, as applicable, in accordance with Sections 422, 424 and 409A of the U.S. Code.


 


10.2.2 Absence of transfer of the commitments
to the Beneficiary(ies) of the contributions


 


In the case the company(ies) that benefit(s)
from the contributions decide(s) not to substitute itself for the Company with respect to its duties toward the Beneficiary, the
Options may be exercised by the Beneficiary within the period notified to him by the Board of Directors by registered letter with
acknowledgement of receipt or letter with discharge. Failing that, the Options will terminate. For U.S. Beneficiaries, this will
be determined in accordance with Sections 422, 424 and 409A of the U.S. Code.


 


		11.	REMOVAL FROM LISTING



 


The shares of the Company no longer being
listed on the NASDAQ market or listed on another exchange shall not challenge the rights and obligations of the Beneficiaries as
they are provided herein.


 


		12.	UNAVAILABILITY AND NON-TRANSFERABILITY OF THE OPTIONS



 


Pursuant to Article L. 225-183, paragraph
2 of the French Commercial Code, until the Option has been exercised by the Beneficiary, the corresponding rights are unavailable.


 


An Option may not be sold, pledged, assigned,
hypothecated, transferred or disposed of in any manner other than by will or by laws of descent or distribution and may be exercised,
during the lifetime of the Beneficiary, only by the Beneficiary.


 


However, as it is provided in Article 7.1.2
hereof, in case of death of the Beneficiary, his heirs may exercise the Options within a period of six (6) months as from the death
of the Beneficiary.


 


		13.	AMENDMENT AND TERMINATION OF THE PLAN



 


(a) Amendment and Termination


 



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Subject to Article 13(b) hereof, the Board
of Directors may at any time amend, alter, suspend or terminate the Plan to the extent permitted by applicable French or U.S. laws.


 


(b) Effect of amendment and termination


 


No amendment, alteration, suspension or
termination of the Plan shall impair the rights of any Beneficiary, unless mutually agreed otherwise between the Beneficiary and
the Board of Directors, which agreement must be in writing and signed by the Beneficiary and the Company. Furthermore, to the extent
any amendment or alteration of the Plan would prevent any Options that were intended to qualify as ISOs from so qualifying under
the U.S. Code, such amendment or alteration shall be null and void with respect to such Options.


 


		14.	LIABILITY OF THE COMPANY



 


14.1.       The
inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by any counsel
to the Company to be necessary to the lawful issuance or sale of any shares hereunder, shall relieve the Company of any liability
in respect of the failure to issue or sell such shares as to which such requisite authority shall not have been obtained.


 


14.2.       The
Company and its Affiliates may not be held responsible in any way if the Beneficiary for any reason not attributable to the Company
or its Affiliates was not able to exercise the Options or subscribe the Shares.


 


14.3       Each
Beneficiary understands that the Beneficiary may suffer adverse tax consequences as a result of the subscription or disposition
of the Beneficiary’s Shares, for which the Company and its Affiliates shall not be held responsible. In this respect, each
Beneficiary undertakes that it is not relying on the Company for any tax advice.


 


		15.	INDEPENDENCE OF THE CLAUSES



 


If any provision hereof is held prohibited
or void, at any time, by a competent authority or judicial body, this shall not challenge the remaining provisions that shall be
considered as independent and as having been written or rewritten, depending upon the case, without this prohibited or void provision.


 


		16.	INTERPRETATION



 


It is intended that Options granted under
the Plan shall qualify for the favorable tax and social security charges treatment applicable to Options granted under Sections
L. 225-177 to L. 225-186-1 of the French Commercial Code, the French Tax Code and the French Social Security Code as amended and,
for U.S. Beneficiaries, it is intended that the Options shall qualify as Incentive Stock Options under the U.S. Code.


 


The terms of the Plan shall be interpreted
accordingly and in accordance with the relevant provisions set forth by French tax and social security laws (in particular, Sections
80 quaterdecies of the French Tax Code), as well as the French tax and social security administrations and the relevant guidelines
released by the French tax and social insurance authorities and subject to the fulfilment of legal, tax and reporting obligations.


 


		17.	APPLICABLE LAW AND COMPETENT TRIBUNALS



 


This Plan shall be governed by and construed
in accordance with the laws of France.


 


The tribunals located within the jurisdiction
of the Court of Appeal of LYON shall be exclusively competent to determine any claim or dispute arising in connection herewith.


 


 



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APPENDIX 1


 


FORM OF OPTION AGREEMENT


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


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