Exhibit 10.1


 


ALBIREO PHARMA, INC.

2018 EQUITY INCENTIVE PLAN, AS AMENDED


 


1.    DEFINITIONS.


 


Unless otherwise specified or unless the context
otherwise requires, the following terms, as used in this Albireo Pharma, Inc. 2018 Equity Incentive Plan, have the following meanings:


 


Administrator means the Board of
Directors, unless it has delegated power to act on its behalf to the Committee, in which case the term Administrator means the Committee.


 


Affiliate means a corporation which,
for purposes of Section 424 of the Code, is a parent or subsidiary of the Company, direct or indirect.


 


Agreement means an agreement between
the Company and a Participant pertaining to a Stock Right delivered pursuant to the Plan in such form as the Administrator shall approve.


 


Board of Directors means the Board
of Directors of the Company.


 


Cause means, with respect to a Participant:
(a) dishonesty with respect to the Company or any Affiliate, (b) insubordination, substantial malfeasance or non-feasance of
duty, (c) unauthorized disclosure of confidential information, (d) breach by a Participant of any provision of any employment,
consulting, advisory, nondisclosure, non-competition or similar agreement between the Participant and the Company or any Affiliate, and
(e) conduct substantially prejudicial to the business of the Company or any Affiliate; provided, however, that any provision in an
agreement between a Participant and the Company or an Affiliate, which contains a conflicting definition of Cause for termination and
which is in effect at the time of such termination, shall supersede this definition with respect to that Participant. The determination
of the Administrator as to the existence of Cause will be conclusive on the Participant and the Company.


 


Change of Control means the occurrence
of any of the following events (unless otherwise specified in an Agreement):


 


Ownership.    Any
 “Person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the “Beneficial
Owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing
50% or more of the total voting power represented by the Company’s then outstanding voting securities (excluding for this purpose
any such voting securities held by the Company or its Affiliates or by any employee benefit plan of the Company) pursuant to a transaction
or a series of related transactions which the Board of Directors does not approve; or


 


Merger/Sale of Assets.    (A) A
merger or consolidation of the Company whether or not approved by the Board of Directors, other than a merger or consolidation which would
result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding
or by being converted into voting securities of the surviving entity or the parent of such corporation) more than 50% of the total voting
power represented by the voting securities of the Company or such surviving entity or parent of such corporation, as the case may be,
outstanding immediately after such merger or consolidation; or (B) the sale or disposition by the Company of all or substantially
all of the Company’s assets in a transaction requiring stockholder approval; or


 


Change in Board Composition.    A
change in the composition of the Board of Directors, as a result of which fewer than a majority of the directors are Incumbent Directors.
 “Incumbent Directors” shall mean directors who either (A) are directors of the Company on June 8, 2018, or (B) are
elected, or nominated for election, to the Board of Directors with the affirmative votes of at least a majority of the Incumbent Directors
at the time of such election or nomination (but shall not include an individual whose election or nomination is in connection with an
actual or threatened proxy contest relating to the election of directors to the Company).


 


 provided, that if any payment or benefit
payable hereunder upon or following a Change of Control would be required to comply with the limitations of Section 409A(a)(2)(A)(v) of
the Code in order to avoid an additional tax under Section 409A of the Code, such payment or benefit shall be made only if such
Change of Control constitutes a change in ownership or control of the Company, or a change in ownership of the Company’s assets
in accordance with Section 409A of the Code.


 






     


     


    

 


Code means the United States Internal
Revenue Code of 1986, as amended, including any successor statute, regulation and guidance thereto.


 


Committee means the committee of
the Board of Directors to which the Board of Directors has delegated power to act under or pursuant to the provisions of the Plan.


 


Common Stock means shares of the
Company’s common stock, $.01 par value per share.


 


Company means Albireo Pharma, Inc.,
a Delaware corporation.


 


Consultant means any natural person
who is an advisor or consultant that provides bona fide services to the Company or its Affiliates, provided that such services are not
in connection with the offer or sale of securities in a capital raising transaction, and do not directly or indirectly promote or maintain
a market for the Company’s or its Affiliates’ securities.


 


Corporate Transaction means the Company
is consolidated with or acquired by another entity in a merger, consolidation, or sale of all or substantially all of the Company’s
assets or the acquisition of all of the outstanding voting stock of the Company in a single transaction or a series of related transactions
by a single entity, other than a transaction to merely change the state of incorporation.


 


Disability or Disabled means
permanent and total disability as defined in Section 22(e)(3) of the Code.


 


Employee means any employee of the
Company or of an Affiliate (including, without limitation, an employee who is also serving as an officer or director of the Company or
of an Affiliate), designated by the Administrator to be eligible to be granted one or more Stock Rights under the Plan.


 


Exchange Act means the Securities
Exchange Act of 1934, as amended.


 


Fair Market Value of a Share of Common
Stock means:


 


If the Common Stock is listed on a national securities
exchange or traded in the over-the-counter market and sales prices are regularly reported for the Common Stock, the closing or, if not
applicable, the last price of the Common Stock on the composite tape or other comparable reporting system for the trading day on the applicable
date and if such applicable date is not a trading day, the last market trading day prior to such date;


 


If the Common Stock is not traded on a national
securities exchange but is traded on the over-the-counter market, if sales prices are not regularly reported for the Common Stock for
the trading day referred to in clause (1), and if bid and asked prices for the Common Stock are regularly reported, the mean between
the bid and the asked price for the Common Stock at the close of trading in the over-the-counter market for the trading day on which Common
Stock was traded on the applicable date and if such applicable date is not a trading day, the last market trading day prior to such date;
and


 


If the Common Stock is neither listed on a national
securities exchange nor traded in the over-the-counter market, such value as the Administrator, in good faith, shall determine in compliance
with applicable laws.


 


ISO means an option intended to qualify
as an incentive stock option under Section 422 of the Code.


 


Non-Qualified Option means an option
which is not intended to qualify as an ISO.


 






     


     


    

 


Option means an ISO or Non-Qualified
Option granted under the Plan.


 


Participant means an Employee, director
or Consultant of the Company or an Affiliate to whom one or more Stock Rights are granted under the Plan. As used herein, “Participant”
shall include Participant’s Survivors where the context requires.


 


Performance Based Award means a Stock
Grant or Stock-Based Award which vests based on the attainment of written Performance Goals as set forth in Paragraph 9 hereof.


 


Performance Goals means performance
goals determined by the Committee in its sole discretion and set forth in an Agreement. The satisfaction of Performance Goals shall be
subject to certification by the Committee. The Committee has the authority to take appropriate action with respect to the Performance
Goals (including, without limitation, making adjustments to the Performance Goals or determining the satisfaction of the Performance Goals,
in each case, in connection with a Corporate Transaction) provided that any such action does not otherwise violate the terms of the Plan.


 


Plan means this Albireo Pharma, Inc.
2018 Equity Incentive Plan.


 


Securities Act means the Securities
Act of 1933, as amended.


 


Shares means shares of the Common
Stock as to which Stock Rights have been or may be granted under the Plan or any shares of capital stock into which the Shares are changed
or for which they are exchanged within the provisions of Paragraph 3 of the Plan. The Shares issued under the Plan may be authorized
and unissued shares or shares held by the Company in its treasury, or both.


 


Stock-Based Award means a grant by
the Company under the Plan of an equity award or an equity based award which is not an Option or a Stock Grant.


 


Stock Grant means a grant by the
Company of Shares under the Plan.


 


Stock Right means a right to Shares
or the value of Shares of the Company granted pursuant to the Plan—an ISO, a Non-Qualified Option, a Stock Grant or a Stock-Based
Award.


 


Survivor means a deceased Participant’s
legal representatives and/or any person or persons who acquired the Participant’s rights to a Stock Right by will or by the laws
of descent and distribution.


 


2.    PURPOSES OF THE
PLAN.


 


The Plan is intended to encourage ownership of
Shares by Employees and directors of and certain Consultants to the Company and its Affiliates in order to attract and retain such people,
to induce them to work for the benefit of the Company or of an Affiliate and to provide additional incentive for them to promote the success
of the Company or of an Affiliate. The Plan provides for the granting of ISOs, Non-Qualified Options, Stock Grants and Stock-Based Awards.


 


3.    SHARES SUBJECT TO
THE PLAN.


 


(a)   The number of Shares which
may be issued from time to time pursuant to this Plan shall be the sum of:


 


(i)        6,300,000 Shares; plus


 


(ii)       up
to 1,078,870 shares of Common Stock that are represented by awards granted under the Company’s 2016 Equity Incentive Plan, the Company’s
2010 Stock Incentive Plan or the Company’s 2017 Inducement Equity Incentive Plan (which includes up to 117,000 shares of Common
Stock represented by awards granted under the Company’s 2017 Inducement Equity Incentive Plan) that are forfeited, expire or are
cancelled without delivery of shares of Common Stock on or after June 8, 2018; or the equivalent of such number of Shares after the
Administrator, in its sole discretion, has interpreted the effect of any stock split, stock dividend, combination, recapitalization or
similar transaction in accordance with Paragraph 25 of the Plan; provided that no more than 2,278,870 such shares may be granted
under the Plan as ISOs.


 






     


     


    

 


(b)   If an Option ceases
to be “outstanding,” in whole or in part (other than by exercise), or if the Company shall reacquire (at not more than its
original issuance price) any Shares issued pursuant to a Stock Grant or Stock-Based Award, or if any Stock Right expires or is forfeited,
cancelled, or otherwise terminated or results in any Shares not being issued, the unissued or reacquired Shares which were subject to
such Stock Right shall again be available for issuance from time to time pursuant to this Plan, subject, in the case of ISOs, to any limitations
under the Code. Notwithstanding the foregoing: (i) if a Stock Right is exercised, in whole or in part, by the tender or withholding
of Shares or if the Company or an Affiliate’s tax withholding obligation is satisfied by the tender or withholding of Shares, the
number of Shares deemed to have been issued under the Plan for purposes of the limitation set forth in Paragraph 3(a) above
shall be the gross number of Shares that were subject to the Stock Right or portion thereof and not the net number of Shares actually
issued; and (ii) any Shares purchased on the open market from the proceeds of an exercise of a Stock Right shall not be available
for issuance pursuant to this Plan.


 


4.    ADMINISTRATION OF
THE PLAN.


 


The Administrator of the Plan will be the Board
of Directors, except to the extent the Board of Directors delegates its authority to the Committee, in which case the Committee shall
be the Administrator. Subject to the provisions of the Plan, the Administrator is authorized to:


 


(a)   Interpret the
provisions of the Plan and all Stock Rights and to make all rules and determinations which it deems necessary or advisable for the
administration of the Plan;


 


(b)   Determine which
Employees, directors and Consultants shall be granted Stock Rights;


 


(c)   Determine the
number of Shares for which a Stock Right or Stock Rights shall be granted; provided however that in no event shall Stock Rights to be
granted to any non-employee director under the Plan in any calendar year exceed an aggregate grant date fair value of $300,000, except
that the foregoing limitation shall not apply to awards made (i) pursuant to an election by a non-employee director to receive the
award in lieu of cash for all or a portion of cash fees to be received for service on the Board or any Committee thereof or (ii) in
connection with a non-employee director initially joining the Board of Directors;


 


(d)   Specify the terms
and conditions upon which a Stock Right or Stock Rights may be granted; provided, however, except in the case of (i) death, disability
or retirement of the Participant or (ii) a Change of Control, Stock Rights shall not vest, and any right of the Company to restrict
or reacquire Shares subject to a Stock Grant shall not lapse, less than one (1) year from the date of grant and any Stock Right subject
to the satisfaction of Performance Goals over a performance period shall be subject to a performance period of not less than one year,
provided that any time-based vesting with respect to such Stock Right or Stock Grant may accrue incrementally pursuant to the terms of
such Stock Right or Stock Grant over such one-year period; and provided further that, notwithstanding the foregoing, Stock Rights may
be granted having time-based vesting of less than one (1) year from the date of grant so long as no more than five percent (5%) of
the Shares reserved for issuance under the Plan pursuant to Paragraph 3(a) above (as adjusted under Paragraph 25 of this
Plan) may be granted in the aggregate pursuant to such awards other than Stock Rights granted to non-employee directors paid in lieu of
cash fees; in addition no dividends or dividend equivalents shall be paid on any Stock Right prior to the vesting of the underlying shares;


 


(e)   Amend any term
or condition of any outstanding Stock Right, other than reducing the exercise price or purchase price or extending the expiration date
of an Option, provided that (i) such term or condition as amended is not prohibited by the Plan; (ii) any such amendment shall
not impair the rights of a Participant under any Stock Right previously granted without such Participant’s consent or in the event
of death of the Participant the Participant’s Survivors; and (iii) any such amendment shall be made only after the Administrator
determines whether such amendment would cause any adverse tax consequences to the Participant, including, but not limited to, the annual
vesting limitation contained in Section 422(d) of the Code and described in Paragraph 6(b)(iv) below with respect
to ISOs and pursuant to Section 409A of the Code;


 






     


     


    

 


(f)    Determine,
or make any adjustments in, the Performance Goals included in any Performance-Based Awards; and


 


(g)   Adopt any sub-plans
applicable to residents of any specified jurisdiction as it deems necessary or appropriate in order to comply with or take advantage of
any tax or other laws applicable to the Company, any Affiliate or to Participants or to otherwise facilitate the administration of the
Plan, which sub-plans may include additional restrictions or conditions applicable to Stock Rights or Shares issuable pursuant to a Stock
Right;


 


provided, however, that all such interpretations, rules, determinations,
terms and conditions shall be made and prescribed in the context of not causing any adverse tax consequences under Section 409A of
the Code and preserving the tax status under Section 422 of the Code of those Options which are designated as ISOs. Subject to the
foregoing, the interpretation and construction by the Administrator of any provisions of the Plan or of any Stock Right granted under
it shall be final, unless otherwise determined by the Board of Directors, if the Administrator is the Committee. In addition, if the Administrator
is the Committee, the Board of Directors may take any action under the Plan that would otherwise be the responsibility of the Committee.


 


To the extent permitted under applicable law,
the Board of Directors or the Committee may allocate all or any portion of its responsibilities and powers to any one or more of its members
and may delegate all or any portion of its responsibilities and powers to any other person selected by it. The Board of Directors or the
Committee may revoke any such allocation or delegation at any time. Notwithstanding the foregoing, only the Board of Directors or the
Committee shall be authorized to grant a Stock Right to any director of the Company or to any “officer” of the Company as
defined by Rule 16a-1 under the Exchange Act.


 


5.    ELIGIBILITY FOR
PARTICIPATION.


 


The Administrator will, in its sole discretion,
name the Participants in the Plan; provided, however, that each Participant must be an Employee, director or Consultant of the Company
or of an Affiliate at the time a Stock Right is granted. Notwithstanding the foregoing, the Administrator may authorize the grant of a
Stock Right to a person not then an Employee, director or Consultant of the Company or of an Affiliate; provided, however, that the actual
grant of such Stock Right shall be conditioned upon such person becoming eligible to become a Participant at or prior to the time of the
execution of the Agreement evidencing such Stock Right. ISOs may be granted only to Employees who are deemed to be residents of the United
States for tax purposes. Non-Qualified Options, Stock Grants and Stock-Based Awards may be granted to any Employee, director or Consultant
of the Company or an Affiliate. The granting of any Stock Right to any individual shall neither entitle that individual to, nor disqualify
him or her from, participation in any other grant of Stock Rights or any grant under any other benefit plan established by the Company
or any Affiliate for Employees, directors or Consultants.


 


6.    TERMS AND CONDITIONS
OF OPTIONS.


 


Each Option shall be set forth in writing in
an Option Agreement, duly executed by the Company and, to the extent required by law or requested by the Company, by the Participant.
The Administrator may provide that Options be granted subject to such terms and conditions, consistent with the terms and conditions specifically
required under this Plan, as the Administrator may deem appropriate including, without limitation, subsequent approval by the stockholders
of the Company of this Plan or any amendments thereto. The Option Agreements shall be subject to at least the following terms and conditions:


 


(a)    Non-Qualified
Options:    Each Option intended to be a Non-Qualified Option shall be subject to the terms and conditions which
the Administrator determines to be appropriate and in the best interest of the Company, subject to the following minimum standards for
any such Non-Qualified Option:


 


(i)    Exercise
Price:    Each Option Agreement shall state the exercise price (per share) of the Shares covered by each Option,
which exercise price shall be determined by the Administrator and shall be at least equal to the Fair Market Value per share of Common
Stock on the date of grant of the Option.


 






     


     


    

 


(ii)    Number
of Shares:    Each Option Agreement shall state the number of Shares to which it pertains.


 


(iii)    Vesting:    Each
Option Agreement shall state the date or dates on which it first is exercisable and the date after which it may no longer be exercised,
and may provide that the Option rights accrue or become exercisable in installments over a period of months or years, or upon the occurrence
of certain performance conditions or the attainment of stated goals or events.


 


(iv)    Additional
Conditions:    Exercise of any Option may be conditioned upon the Participant’s execution of a stockholders’
agreement in a form satisfactory to the Administrator providing for certain protections for the Company and its other stockholders, including
requirements that:


 


		A.	The Participant’s or the Participant’s Survivors’
right to sell or transfer the Shares may be restricted; and



 


		B.	The Participant or the Participant’s Survivors may be
required to execute letters of investment intent and must also acknowledge that the Shares will bear legends noting any applicable restrictions.



 


(v)    Term
of Option:    Each Option shall terminate not more than ten years from the date of the grant or at such earlier
time as the Option Agreement may provide.


 


(b)    ISOs:    Each
Option intended to be an ISO shall be issued only to an Employee who is deemed to be a resident of the United States for tax purposes,
and shall be subject to the following terms and conditions, with such additional restrictions or changes as the Administrator determines
are appropriate but not in conflict with Section 422 of the Code and relevant regulations and rulings of the Internal Revenue Service: 


(i)      Minimum
Standards:    The ISO shall meet the minimum standards required of Non-Qualified Options, as described in Paragraph 6(a) above,
except clause (i) and (v) thereunder.


  


(ii)     Exercise
Price:    Immediately before the ISO is granted, if the Participant owns, directly or by reason of the applicable
attribution rules in Section 424(d) of the Code:


 


		A.	10% or less of the total combined voting power
of all classes of stock of the Company or an Affiliate, the exercise price per share of the Shares covered by each ISO shall not be less
than 100% of the Fair Market Value per share of the Common Stock on the date of grant of the Option; or



 


		B.	More than 10% of the total combined voting power of all classes
of stock of the Company or an Affiliate, the exercise price per share of the Shares covered by each ISO shall not be less than 110% of
the Fair Market Value per share of the Common Stock on the date of grant of the Option.



 


		(iii)	Term of Option:    For Participants
who own:



 


		A.	10% or less of the total combined voting power
of all classes of stock of the Company or an Affiliate, each ISO shall terminate not more than ten years from the date of the grant or
at such earlier time as the Option Agreement may provide; or



 


		B.	More than 10% of the total combined voting power of all classes
of stock of the Company or an Affiliate, each ISO shall terminate not more than five years from the date of the grant or at such earlier
time as the Option Agreement may provide.



 


(iv)    Limitation
on Yearly Exercise:    The Option Agreements shall restrict the amount of ISOs which may become exercisable in
any calendar year (under this or any other ISO plan of the Company or an Affiliate) so that the aggregate Fair Market Value (determined
on the date each ISO is granted) of the stock with respect to which ISOs are exercisable for the first time by the Participant in any
calendar year does not exceed $100,000.


 






     


     


    

 


7.    TERMS AND CONDITIONS
OF STOCK GRANTS.


 


Each Stock Grant to a Participant shall state
the principal terms in an Agreement duly executed by the Company and, to the extent required by law or requested by the Company, by the
Participant. The Agreement shall be in a form approved by the Administrator and shall contain terms and conditions which the Administrator
determines to be appropriate and in the best interest of the Company, subject to the following minimum standards:


 


(a)   Each Agreement
shall state the purchase price per share, if any, of the Shares covered by each Stock Grant, which purchase price shall be determined
by the Administrator but shall not be less than the minimum consideration required by the Delaware General Corporation Law, if any, on
the date of the grant of the Stock Grant;


 


(b)   Each Agreement
shall state the number of Shares to which the Stock Grant pertains;


 


(c)   Each Agreement
shall include the terms of any right of the Company to restrict or reacquire the Shares subject to the Stock Grant, including the time
period or attainment of Performance Goals or such other performance criteria upon which such rights shall accrue and the purchase price
therefor, if any; and


 


(d)   Dividends (other
than stock dividends to be issued pursuant to Section 25 of the Plan) may accrue but shall not be paid prior to the time, and may
be paid only to the extent that, the restrictions or rights to reacquire the Shares subject to the Stock Grant lapse.


 


8.    TERMS AND CONDITIONS
OF OTHER STOCK-BASED AWARDS.


 


The Administrator shall have the right to grant
other Stock-Based Awards based upon the Common Stock having such terms and conditions as the Administrator may determine, including, without
limitation, the grant of Shares based upon certain conditions, the grant of securities convertible into Shares and the grant of stock
appreciation rights, phantom stock awards or stock units. The principal terms of each Stock-Based Award shall be set forth in an Agreement,
duly executed by the Company and, to the extent required by law or requested by the Company, by the Participant. The Agreement shall be
in a form approved by the Administrator and shall contain terms and conditions which the Administrator determines to be appropriate and
in the best interest of the Company. Each Agreement shall include the terms of any right of the Company including the right to terminate
the Stock-Based Award without the issuance of Shares, the terms of any vesting conditions, Performance Goals or events upon which Shares
shall be issued, provided that dividends (other than stock dividends to be issued pursuant to Section 25 of the Plan) or dividend
equivalents may accrue but shall not be paid prior to, and may be paid only to the extent that, the Shares subject to the Stock-Based
Award vest. Under no circumstances may the Agreement covering stock appreciation rights (a) have an exercise price (per share) that
is less than the Fair Market Value per share of Common Stock on the date of grant or (b) expire more than ten years following the
date of grant.


 


The Company intends that the Plan and any Stock-Based
Awards granted hereunder be exempt from the application of Section 409A of the Code or meet the requirements of paragraphs (2),
(3) and (4) of subsection (a) of Section 409A of the Code, to the extent applicable, and be operated in accordance
with Section 409A so that any compensation deferred under any Stock-Based Award (and applicable investment earnings) shall not be
included in income under Section 409A of the Code. Any ambiguities in the Plan shall be construed to effect the intent as described
in this Paragraph 8.


 






     


     


    

 






 


9.    PERFORMANCE BASED
AWARDS.


 


The Committee shall determine whether, with respect
to a performance period, the applicable Performance Goals have been met with respect to a given Participant and, if they have, to so certify
and ascertain the amount of the applicable Performance-Based Award. No Performance-Based Awards will be issued for such performance period
until such certification is made by the Committee. The number of Shares issued in respect of a Performance-Based Award determined by the
Committee for a performance period shall be paid to the Participant at such time as determined by the Committee in its sole discretion
after the end of such performance period, and any dividends (other than stock dividends to be issued pursuant to Section 25 of the
Plan) or dividend equivalents that accrue shall only be paid in respect of the number of Shares earned in respect of such Performance-Based
Award.


 


10.    EXERCISE OF OPTIONS
AND ISSUE OF SHARES.


 


An Option (or any part or installment thereof)
shall be exercised by giving written notice to the Company or its designee (in a form acceptable to the Administrator, which may include
electronic notice), together with provision for payment of the aggregate exercise price in accordance with this Paragraph for the Shares
as to which the Option is being exercised, and upon compliance with any other condition(s) set forth in the Option Agreement. Such
notice shall be signed by the person exercising the Option (which signature may be provided electronically in a form acceptable to the
Administrator), shall state the number of Shares with respect to which the Option is being exercised and shall contain any representation
required by the Plan or the Option Agreement. Payment of the exercise price for the Shares as to which such Option is being exercised
shall be made (a) in United States dollars in cash or by check; or (b) at the discretion of the Administrator, through delivery
of shares of Common Stock held for at least six months (if required to avoid negative accounting treatment) having a Fair Market Value
equal as of the date of the exercise to the aggregate cash exercise price for the number of Shares as to which the Option is being exercised;
or (c) at the discretion of the Administrator, by having the Company retain from the Shares otherwise issuable upon exercise of the
Option, a number of Shares having a Fair Market Value equal as of the date of exercise to the aggregate exercise price for the number
of Shares as to which the Option is being exercised; or (d) at the discretion of the Administrator, in accordance with a cashless
exercise program established with a securities brokerage firm, and approved by the Administrator; or (e) at the discretion of the
Administrator, by any combination of (a), (b), (c) and (d) above or (f) at the discretion of the Administrator, by payment
of such other lawful consideration as the Administrator may determine. Notwithstanding the foregoing, the Administrator shall accept only
such payment on exercise of an ISO as is permitted by Section 422 of the Code.


 


The Company shall then reasonably promptly deliver
the Shares as to which such Option was exercised to the Participant (or to the Participant’s Survivors, as the case may be). In
determining what constitutes “reasonably promptly,” it is expressly understood that the issuance and delivery of the Shares
may be delayed by the Company in order to comply with any law or regulation (including, without limitation, state securities or “blue
sky” laws) which requires the Company to take any action with respect to the Shares prior to their issuance. The Shares shall, upon
delivery, be fully paid, non-assessable Shares.


 


11.    PAYMENT IN CONNECTION
WITH THE ISSUANCE OF STOCK GRANTS AND STOCK-BASED AWARDS AND ISSUE OF SHARES.


 


Any Stock Grant or Stock-Based Award requiring
payment of a purchase price for the Shares as to which such Stock Grant or Stock-Based Award is being granted shall be made (a) in
United States dollars in cash or by check; or (b) at the discretion of the Administrator, through delivery of shares of Common Stock
held for at least six months (if required to avoid negative accounting treatment) and having a Fair Market Value equal as of the date
of payment to the purchase price of the Stock Grant or Stock-Based Award; or (c) at the discretion of the Administrator, by any combination
of (a) and (b) above; or (d) at the discretion of the Administrator, by payment of such other lawful consideration as the
Administrator may determine.


 


The Company shall when required by the applicable
Agreement, reasonably promptly deliver the Shares as to which such Stock Grant or Stock-Based Award was made to the Participant (or to
the Participant’s Survivors, as the case may be), subject to any escrow provision set forth in the applicable Agreement. In determining
what constitutes “reasonably promptly,” it is expressly understood that the issuance and delivery of the Shares may be delayed
by the Company in order to comply with any law or regulation (including, without limitation, state securities or “blue sky”
laws) which requires the Company to take any action with respect to the Shares prior to their issuance.


 


12.    RIGHTS AS A STOCKHOLDER.


 


No Participant to whom a Stock Right has been
granted shall have rights as a stockholder with respect to any Shares covered by such Stock Right except after due exercise of an Option
or issuance of Shares as set forth in any Agreement, tender of the aggregate exercise or purchase price, if any, for the Shares being
purchased and registration of the Shares in the Company’s share register in the name of the Participant.


 






     


     


    

 


13.    ASSIGNABILITY AND
TRANSFERABILITY OF STOCK RIGHTS.


 


By its terms, a Stock Right granted to a Participant
shall not be transferable by the Participant other than (i) by will or by the laws of descent and distribution, or (ii) as approved
by the Administrator in its discretion and set forth in the applicable Agreement provided that no Stock Right may be transferred by a
Participant for value. Notwithstanding the foregoing, an ISO transferred except in compliance with clause (i) above shall no
longer qualify as an ISO. The designation of a beneficiary of a Stock Right by a Participant, with the prior approval of the Administrator
and in such form as the Administrator shall prescribe, shall not be deemed a transfer prohibited by this Paragraph. Except as provided
above during the Participant’s lifetime a Stock Right shall only be exercisable by or issued to such Participant (or his or her
legal representative) and shall not be assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and shall
not be subject to execution, attachment or similar process. Any attempted transfer, assignment, pledge, hypothecation or other disposition
of any Stock Right or of any rights granted thereunder contrary to the provisions of this Plan, or the levy of any attachment or similar
process upon a Stock Right, shall be null and void.


 


14.    EFFECT ON OPTIONS
OF TERMINATION OF SERVICE OTHER THAN FOR CAUSE OR DEATH OR DISABILITY.


 


Except as otherwise provided in a Participant’s
Option Agreement, in the event of a termination of service (whether as an Employee, director or Consultant) with the Company or an Affiliate
before the Participant has exercised an Option, the following rules apply:


 


(a)   A Participant
who ceases to be an Employee, director or Consultant of the Company or of an Affiliate (for any reason other than termination for Cause,
Disability, or death for which events there are special rules in Paragraphs 15, 16, and 17, respectively), may exercise any
Option granted to him or her to the extent that the Option is exercisable on the date of such termination of service, but only within
such term as the Administrator has designated in a Participant’s Option Agreement.


 


(b)   Except as provided
in Subparagraph (c) below, or Paragraph 16 or 17, in no event may an Option intended to be an ISO, be exercised later than
three months after the Participant’s termination of employment.


 


(c)   The provisions
of this Paragraph, and not the provisions of Paragraph 16 or 17, shall apply to a Participant who subsequently becomes Disabled or
dies after the termination of employment, director status or consultancy; provided, however, in the case of a Participant’s Disability
or death within three months after the termination of employment, director status or consultancy, the Participant or the Participant’s
Survivors may exercise the Option within one year after the date of the Participant’s termination of service, but in no event after
the date of expiration of the term of the Option.


 


(d)   Notwithstanding
anything herein to the contrary, if subsequent to a Participant’s termination of employment, termination of director status or termination
of consultancy, but prior to the exercise of an Option, the Administrator determines that, either prior or subsequent to the Participant’s
termination, the Participant engaged in conduct which would constitute Cause, then such Participant shall forthwith cease to have any
right to exercise any Option.


 


(e)   A Participant
to whom an Option has been granted under the Plan who is absent from the Company or an Affiliate because of temporary disability (any
disability other than a Disability as defined in Paragraph 1 hereof), or who is on leave of absence for any purpose, shall not, during
the period of any such absence, be deemed, by virtue of such absence alone, to have terminated such Participant’s employment, director
status or consultancy with the Company or with an Affiliate, except as the Administrator may otherwise expressly provide; provided, however,
that, for ISOs, any leave of absence granted by the Administrator of greater than ninety days, unless pursuant to a contract or statute
that guarantees the right to reemployment, shall cause such ISO to become a Non-Qualified Option on the 181st day following such
leave of absence.


 






     


     


    

 


(f)    Except
as required by law or as set forth in a Participant’s Option Agreement, Options granted under the Plan shall not be affected by
any change of a Participant’s status within or among the Company and any Affiliates, so long as the Participant continues to be
an Employee, director or Consultant of the Company or any Affiliate.


 


15.    EFFECT ON OPTIONS
OF TERMINATION OF SERVICE FOR CAUSE.


 


Except as otherwise provided in a Participant’s
Option Agreement, the following rules apply if the Participant’s service (whether as an Employee, director or Consultant) with
the Company or an Affiliate is terminated for Cause prior to the time that all his or her outstanding Options have been exercised:


 


(a)   All outstanding
and unexercised Options as of the time the Participant is notified his or her service is terminated for Cause will immediately be forfeited.


 


(b)   Cause is not
limited to events which have occurred prior to a Participant’s termination of service, nor is it necessary that the Administrator’s
finding of Cause occur prior to termination. If the Administrator determines, subsequent to a Participant’s termination of service
but prior to the exercise of an Option, that either prior or subsequent to the Participant’s termination the Participant engaged
in conduct which would constitute Cause, then the right to exercise any Option is forfeited.


 


16.    EFFECT ON OPTIONS
OF TERMINATION OF SERVICE FOR DISABILITY.


 


Except as otherwise provided in a Participant’s
Option Agreement:


 


(a)   A Participant
who ceases to be an Employee, director or Consultant of the Company or of an Affiliate by reason of Disability may exercise any Option
granted to such Participant to the extent that the Option has become exercisable but has not been exercised on the date of the Participant’s
termination of service due to Disability; and in the event rights to exercise the Option accrue periodically, to the extent of a pro rata
portion through the date of the Participant’s termination of service due to Disability of any additional vesting rights that would
have accrued on the next vesting date had the Participant not become Disabled. The proration shall be based upon the number of days accrued
in the current vesting period prior to the date of the Participant’s termination of service due to Disability.


 


(b)   A Disabled Participant
may exercise the Option only within the period ending one year after the date of the Participant’s termination of service due to
Disability, notwithstanding that the Participant might have been able to exercise the Option as to some or all of the Shares on a later
date if the Participant had not been terminated due to Disability and had continued to be an Employee, director or Consultant or, if earlier,
within the originally prescribed term of the Option.


 


(c)   The Administrator
shall make the determination both of whether Disability has occurred and the date of its occurrence (unless a procedure for such determination
is set forth in another agreement between the Company and such Participant, in which case such procedure shall be used for such determination).
If requested, the Participant shall be examined by a physician selected or approved by the Administrator, the cost of which examination
shall be paid for by the Company.


 


17.    EFFECT ON OPTIONS
OF DEATH WHILE AN EMPLOYEE, DIRECTOR OR CONSULTANT.


 


Except as otherwise provided in a Participant’s
Option Agreement:


 


(a)   In the event
of the death of a Participant while the Participant is an Employee, director or Consultant of the Company or of an Affiliate, such Option
may be exercised by the Participant’s Survivors to the extent that the Option has become exercisable but has not been exercised
on the date of death; and in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through
the date of death of any additional vesting rights that would have accrued on the next vesting date had the Participant not died. The
proration shall be based upon the number of days accrued in the current vesting period prior to the Participant’s date of death.


 






     


     


    

 


(b)   If the Participant’s
Survivors wish to exercise the Option, they must take all necessary steps to exercise the Option within one year after the date of death
of such Participant, notwithstanding that the decedent might have been able to exercise the Option as to some or all of the Shares on
a later date if he or she had not died and had continued to be an Employee, director or Consultant or, if earlier, within the originally
prescribed term of the Option.


 


18.    EFFECT OF TERMINATION
OF SERVICE ON STOCK GRANTS AND STOCK-BASED AWARDS.


 


In the event of a termination of service (whether
as an Employee, director or Consultant) with the Company or an Affiliate for any reason before the Participant has accepted a Stock Grant
or a Stock-Based Award and paid the purchase price, if required, such grant shall terminate.


 


For purposes of this Paragraph 18 and Paragraph 19
below, a Participant to whom a Stock Grant or a Stock-Based Award has been issued under the Plan who is absent from work with the Company
or with an Affiliate because of temporary disability (any disability other than a Disability as defined in Paragraph 1 hereof), or
who is on leave of absence for any purpose, shall not, during the period of any such absence, be deemed, by virtue of such absence alone,
to have terminated such Participant’s employment, director status or consultancy with the Company or with an Affiliate, except as
the Administrator may otherwise expressly provide.


 


In addition, for purposes of this Paragraph 18
and Paragraph 19 below, any change of employment or other service within or among the Company and any Affiliates shall not be treated
as a termination of employment, director status or consultancy so long as the Participant continues to be an Employee, director or Consultant
of the Company or any Affiliate.


 


19.    EFFECT ON STOCK
GRANTS AND STOCK-BASED AWARDS OF TERMINATION OF SERVICE OTHER THAN FOR CAUSE, DEATH OR DISABILITY.


 


Except as otherwise provided in a Participant’s
Agreement, in the event of a termination of service for any reason (whether as an Employee, director or Consultant), other than termination
for Cause, death or Disability for which there are special rules in Paragraphs 20, 21, and 22 below, before all forfeiture provisions
or Company rights of repurchase shall have lapsed, then the Company shall have the right to cancel or repurchase that number of Shares
subject to a Stock Grant or Stock-Based Award as to which the Company’s forfeiture or repurchase rights have not lapsed.


 


20.    EFFECT ON STOCK
GRANTS AND STOCK-BASED AWARDS OF TERMINATION OF SERVICE FOR CAUSE.


 


Except as otherwise provided in a Participant’s
Agreement, the following rules apply if the Participant’s service (whether as an Employee, director or Consultant) with the
Company or an Affiliate is terminated for Cause:


 


(a)   All Shares subject
to any Stock Grant or Stock-Based Award that remain subject to forfeiture provisions or as to which the Company shall have a repurchase
right shall be immediately forfeited to the Company as of the time the Participant is notified his or her service is terminated for Cause.


 


(b)   Cause is not
limited to events which have occurred prior to a Participant’s termination of service, nor is it necessary that the Administrator’s
finding of Cause occur prior to termination. If the Administrator determines, subsequent to a Participant’s termination of service,
that either prior or subsequent to the Participant’s termination the Participant engaged in conduct which would constitute Cause,
then all Shares subject to any Stock Grant or Stock-Based Award that remained subject to forfeiture provisions or as to which the Company
had a repurchase right on the date of termination shall be immediately forfeited to the Company.


 






     


     


    

 


21.    EFFECT ON STOCK
GRANTS AND STOCK-BASED AWARDS OF TERMINATION OF SERVICE FOR DISABILITY.


 


Except as otherwise provided in a Participant’s
Agreement, the following rules apply if a Participant ceases to be an Employee, director or Consultant of the Company or of an Affiliate
by reason of Disability: to the extent the forfeiture provisions or the Company’s rights of repurchase have not lapsed on the date
of Disability, they shall be exercisable; provided, however, that in the event such forfeiture provisions or rights of repurchase lapse
periodically, such provisions or rights shall lapse to the extent of a pro rata portion of the Shares subject to such Stock Grant or Stock-Based
Award through the date of Disability as would have lapsed had the Participant not become Disabled. The proration shall be based upon the
number of days accrued prior to the date of Disability.


 


The Administrator shall make the determination
both as to whether Disability has occurred and the date of its occurrence (unless a procedure for such determination is set forth in another
agreement between the Company and such Participant, in which case such procedure shall be used for such determination). If requested,
the Participant shall be examined by a physician selected or approved by the Administrator, the cost of which examination shall be paid
for by the Company.


 


22.    EFFECT ON STOCK
GRANTS AND STOCK-BASED AWARDS OF DEATH WHILE AN EMPLOYEE, DIRECTOR OR CONSULTANT.


 


Except as otherwise provided in a Participant’s
Agreement, the following rules apply in the event of the death of a Participant while the Participant is an Employee, director or
Consultant of the Company or of an Affiliate: to the extent the forfeiture provisions or the Company’s rights of repurchase have
not lapsed on the date of death, they shall be exercisable; provided, however, that in the event such forfeiture provisions or rights
of repurchase lapse periodically, such provisions or rights shall lapse to the extent of a pro rata portion of the Shares subject to such
Stock Grant or Stock-Based Award through the date of death as would have lapsed had the Participant not died. The proration shall be based
upon the number of days accrued prior to the Participant’s date of death.


 


23.    PURCHASE FOR INVESTMENT.


 


Unless the offering and sale of the Shares shall
have been effectively registered under the Securities Act, the Company shall be under no obligation to issue Shares under the Plan unless
and until the following conditions have been fulfilled:


 


(a)   The person who
receives a Stock Right shall warrant to the Company, prior to the receipt of Shares, that such person is acquiring such Shares for his
or her own account, for investment, and not with a view to, or for sale in connection with, the distribution of any such Shares, in which
event the person acquiring such Shares shall be bound by the provisions of the following legend (or a legend in substantially similar
form) which shall be endorsed upon the certificate evidencing the Shares issued pursuant to such exercise or such grant of a Stock Right:


 


“The shares represented by
this certificate have been taken for investment and they may not be sold or otherwise transferred by any person, including a pledgee,
unless (1) either (a) a Registration Statement with respect to such shares shall be effective under the Securities Act of 1933,
as amended, or (b) the Company shall have received an opinion of counsel satisfactory to it that an exemption from registration under
such Act is then available, and (2) there shall have been compliance with all applicable state securities laws.”


 


(b)   At the discretion
of the Administrator, the Company shall have received an opinion of its counsel that the Shares may be issued in compliance with the Securities
Act without registration thereunder.


 


24.    DISSOLUTION OR
LIQUIDATION OF THE COMPANY.


 


Upon the dissolution or liquidation of the Company,
all Options granted under this Plan which as of such date shall not have been exercised and all Stock Grants and Stock-Based Awards which
have not been accepted, to the extent required under the applicable Agreement, will terminate and become null and void; provided, however,
that if the rights of a Participant or a Participant’s Survivors have not otherwise terminated and expired, the Participant or the
Participant’s Survivors will have the right immediately prior to such dissolution or liquidation to exercise or accept any Stock
Right to the extent that the Stock Right is exercisable or subject to acceptance as of the date immediately prior to such dissolution
or liquidation. Upon the dissolution or liquidation of the Company, any outstanding Stock-Based Awards shall immediately terminate unless
otherwise determined by the Administrator or specifically provided in the applicable Agreement.


 






     


     


    

 


25.    ADJUSTMENTS.


 


Upon the occurrence of any of the following events,
a Participant’s rights with respect to any Stock Right granted to him or her hereunder shall be adjusted as hereinafter provided,
unless otherwise specifically provided in a Participant’s Agreement.


 


(a)    Stock Dividends
and Stock Splits.    If (i) the shares of Common Stock shall be subdivided or combined into a greater or
smaller number of shares or if the Company shall issue any shares of Common Stock as a stock dividend on its outstanding Common Stock,
or (ii) additional shares or new or different shares or other securities of the Company or other non-cash assets are distributed
with respect to such shares of Common Stock, each Stock Right and the number of shares of Common Stock deliverable thereunder shall be
increased or decreased proportionately, and appropriate adjustments shall be made, including in the exercise or purchase price per share
and in the Performance Goals applicable to outstanding Performance-Based Awards to reflect such events. The number of Shares subject to
the limitations in Paragraph 3(a) and 4(c) shall also be proportionately adjusted upon the occurrence of such events.


 


(b)    Corporate Transactions.    In
the case of a Corporate Transaction, the Administrator or the board of directors of any entity assuming the obligations of the Company
hereunder (the “Successor Board”), shall, as to outstanding Options, either: (i) make appropriate provision for the continuation
of such Options by substituting on an equitable basis for the Shares then subject to such Options either the consideration payable with
respect to the outstanding shares of Common Stock in connection with the Corporate Transaction or securities of any successor or acquiring
entity; or (ii) upon written notice to the Participants, provide that such Options must be exercised (either (A) to the extent
then exercisable or (B) at the discretion of the Administrator, any such Options being made partially or fully exercisable for purposes
of this Paragraph 25(b)), within a specified number of days of the date of such notice, at the end of which period such Options which
have not been exercised shall terminate; or (iii) terminate such Options in exchange for payment of an amount equal to the consideration
payable upon consummation of such Corporate Transaction to a holder of the number of shares of Common Stock into which such Option would
have been exercisable (either (A) to the extent then exercisable or, (B) at the discretion of the Administrator, any such Options
being made partially or fully exercisable for purposes of this Subparagraph) less the aggregate exercise price thereof.
For purposes of determining the payments to be made pursuant to Subclause (iii) above, in the case of a Corporate Transaction
the consideration for which, in whole or in part, is other than cash, the consideration other than cash shall be valued at the fair value
thereof as determined in good faith by the Board of Directors.


 


Notwithstanding the foregoing, in the event the
Corporate Transaction also constitutes a Change of Control, then all Options outstanding on the date of the Corporate Transaction shall
vest in full immediately prior to the occurrence of the Change of Control, unless such Options are to be assumed by the acquiring or surviving
entity in the Corporate Transaction, in which case they shall retain their original vesting schedule.


 


With respect to outstanding Stock Grants, the
Administrator or the Successor Board, shall make appropriate provision for the continuation of such Stock Grants on the same terms and
conditions by substituting on an equitable basis for the Shares then subject to such Stock Grants either the consideration payable with
respect to the outstanding Shares of Common Stock in connection with the Corporate Transaction or securities of any successor or acquiring
entity. In lieu of the foregoing, in connection with any Corporate Transaction, the Administrator may provide that, upon consummation
of the Corporate Transaction, each outstanding Stock Grant shall be terminated in exchange for payment of an amount equal to the consideration
payable upon consummation of such Corporate Transaction to a holder of the number of shares of Common Stock comprising such Stock Grant
(to the extent such Stock Grant is no longer subject to any forfeiture or repurchase rights then in effect or, at the discretion of the
Administrator, all forfeiture and repurchase rights being waived upon such Corporate Transaction).


 






     


     


    

 


In taking any of the actions permitted under
this Paragraph 25(b), the Administrator shall not be obligated by the Plan to treat all Stock Rights, all Stock Rights held by a
Participant, or all Stock Rights of the same type, identically.


 


(c)    Recapitalization
or Reorganization.    In the event of a recapitalization or reorganization of the Company other than a Corporate
Transaction pursuant to which securities of the Company or of another corporation are issued with respect to the outstanding shares of
Common Stock, a Participant upon exercising an Option or accepting a Stock Grant after the recapitalization or reorganization shall be
entitled to receive for the price paid upon such exercise or acceptance if any, the number of replacement securities which would have
been received if such Option had been exercised or Stock Grant accepted prior to such recapitalization or reorganization.


 


(d)    Adjustments to
Stock-Based Awards.    Upon the happening of any of the events described in Subparagraphs (a), (b) or
(c) above, any outstanding Stock-Based Award shall be appropriately adjusted to reflect the events described in such Subparagraphs.
The Administrator or the Successor Board shall determine the specific adjustments to be made under this Paragraph 25, including,
but not limited to, the effect of any Corporate Transaction and Change of Control, and subject to Paragraph 4, its determination
shall be conclusive.


 


(e)    Modification of
Options.    Notwithstanding the foregoing, any adjustments made pursuant to Subparagraph (a), (b) or
(c) above with respect to Options shall be made only after the Administrator determines whether such adjustments would (i) constitute
a “modification” of any ISOs (as that term is defined in Section 424(h) of the Code) or (ii) cause any adverse
tax consequences for the holders of Options, including, but not limited to, pursuant to Section 409A of the Code. If the Administrator
determines that such adjustments made with respect to Options would constitute a modification or other adverse tax consequence, it may
in its discretion refrain from making such adjustments, unless the holder of an Option specifically agrees in writing that such adjustment
be made and such writing indicates that the holder has full knowledge of the consequences of such “modification” on his or
her income tax treatment with respect to the Option. This paragraph shall not apply to the acceleration of the vesting of any ISO that
would cause any portion of the ISO to violate the annual vesting limitation contained in Section 422(d) of the Code, as described
in Paragraph 6(b)(iv).


 


26.    ISSUANCES OF SECURITIES.


 


Except as expressly provided herein, no issuance
by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment
by reason thereof shall be made with respect to, the number or price of shares subject to Stock Rights. Except as expressly provided herein,
no adjustments shall be made for dividends paid in cash or in property (including without limitation, securities) of the Company prior
to any issuance of Shares pursuant to a Stock Right.


 


27.    FRACTIONAL SHARES.


 


No fractional shares shall be issued under the
Plan and the person exercising a Stock Right shall receive from the Company cash in lieu of such fractional shares equal to the Fair Market
Value thereof.


 


28.    CONVERSION OF ISOs
INTO NON-QUALIFIED OPTIONS; TERMINATION OF ISOs.


 


The Administrator, at the written request of
any Participant, may in its discretion take such actions as may be necessary to convert such Participant’s ISOs (or any portions
thereof) that have not been exercised on the date of conversion into Non-Qualified Options at any time prior to the expiration of such
ISOs, regardless of whether the Participant is an Employee of the Company or an Affiliate at the time of such conversion. At the time
of such conversion, the Administrator (with the consent of the Participant) may impose such conditions on the exercise of the resulting
Non-Qualified Options as the Administrator in its discretion may determine, provided that such conditions shall not be inconsistent with
this Plan. Nothing in the Plan shall be deemed to give any Participant the right to have such Participant’s ISOs converted into
Non-Qualified Options, and no such conversion shall occur until and unless the Administrator takes appropriate action. The Administrator,
with the consent of the Participant, may also terminate any portion of any ISO that has not been exercised at the time of such conversion.


 






     


     


    

 


29.    WITHHOLDING.


 


In the event that any federal, state, or local
income taxes, employment taxes, Federal Insurance Contributions Act (“F.I.C.A.”) withholdings or other amounts are required
by applicable law or governmental regulation to be withheld from the Participant’s salary, wages or other remuneration in connection
with the issuance of a Stock Right or Shares under the Plan or for any other reason required by law, the Company may withhold from the
Participant’s compensation, if any, or may require that the Participant advance in cash to the Company, or to any Affiliate of the
Company which employs or employed the Participant, the statutory minimum amount of such withholdings unless a different withholding arrangement,
including the use of shares of the Company’s Common Stock or a promissory note, is authorized by the Administrator (and permitted
by law). For purposes hereof, the fair market value of the shares withheld for purposes of payroll withholding shall be determined in
the manner set forth under the definition of Fair Market Value provided in Paragraph 1 above, as of the most recent practicable date
prior to the date of exercise. If the Fair Market Value of the shares withheld is less than the amount of payroll withholdings required,
the Participant may be required to advance the difference in cash to the Company or the Affiliate employer. The Administrator in its discretion
may condition the exercise of an Option for less than the then Fair Market Value on the Participant’s payment of such additional
withholding.


 


30.    NOTICE TO COMPANY
OF DISQUALIFYING DISPOSITION.


 


Each Employee who receives an ISO must agree
to notify the Company in writing immediately after the Employee makes a Disqualifying Disposition of any Shares acquired pursuant to the
exercise of an ISO. A Disqualifying Disposition is defined in Section 424(c) of the Code and includes any disposition (including
any sale or gift) of such Shares before the later of (a) two years after the date the Employee was granted the ISO, or (b) one
year after the date the Employee acquired Shares by exercising the ISO, except as otherwise provided in Section 424(c) of the
Code. If the Employee has died before such Shares are sold, these holding period requirements do not apply and no Disqualifying Disposition
can occur thereafter.


 


31.    TERMINATION OF
THE PLAN.


 


The Plan will terminate on April 6, 2028,
the date which is ten years from the earlier of the date of its adoption by the Board of Directors and the date of its
approval by the stockholders of the Company. The Plan may be terminated at an earlier date by vote of the stockholders or the Board of
Directors of the Company; provided, however, that any such earlier termination shall not affect any Agreements executed prior to the effective
date of such termination. Termination of the Plan shall not affect any Stock Rights theretofore granted.


 


32.    AMENDMENT OF THE
PLAN AND AGREEMENTS.


 


The Plan may be amended by the stockholders of
the Company. The Plan may also be amended by the Administrator; provided that any amendment approved by the Administrator which the Administrator
determines is of a scope that requires stockholder approval shall be subject to obtaining such stockholder approval including, without
limitation, to the extent necessary to qualify any or all outstanding Stock Rights granted under the Plan or Stock Rights to be granted
under the Plan for favorable federal income tax treatment as may be afforded incentive stock options under Section 422 of the Code
and to the extent necessary to qualify the Shares issuable under the Plan for listing on any national securities exchange or quotation
in any national automated quotation system of securities dealers. Other than as set forth in Paragraph 25 of the Plan, the Administrator
may not without stockholder approval reduce the exercise price of an Option or cancel any outstanding Option in exchange for a replacement
option having a lower exercise price, any Stock Grant, any other Stock-Based Award or for cash. In addition, the Administrator not take
any other action that is considered a direct or indirect “repricing” for purposes of the stockholder approval rules of
the applicable securities exchange or inter-dealer quotation system on which the Shares are listed, including any other action that is
treated as a repricing under generally accepted accounting principles. Any modification or amendment of the Plan shall not, without the
consent of a Participant, adversely affect his or her rights under a Stock Right previously granted to him or her, unless such amendment
is required by applicable law or necessary to preserve the economic value of such Stock Right. With the consent of the Participant affected,
the Administrator may amend outstanding Agreements in a manner which may be adverse to the Participant but which is not inconsistent with
the Plan. In the discretion of the Administrator, outstanding Agreements may be amended by the Administrator in a manner which is not
adverse to the Participant. Nothing in this Paragraph 32 shall limit the Administrator’s authority to take any action permitted
pursuant to Paragraph 25.


 






     


     


    

 


33.    EMPLOYMENT OR OTHER
RELATIONSHIP.


 


Nothing in this Plan or any Agreement shall be
deemed to prevent the Company or an Affiliate from terminating the employment, consultancy or director status of a Participant, nor to
prevent a Participant from terminating his or her own employment, consultancy or director status or to give any Participant a right to
be retained in employment or other service by the Company or any Affiliate for any period of time.


 


34.    SECTION 409A.


 


If a Participant is a “specified employee”
as defined in Section 409A of the Code (and as applied according to procedures of the Company and its Affiliates) as of his separation
from service, to the extent any payment under this Plan or pursuant to the grant of a Stock-Based Award constitutes deferred compensation
(after taking into account any applicable exemptions from Section 409A of the Code), and to the extent required by Section 409A
of the Code, no payments due under this Plan or pursuant to a Stock-Based Award may be made until the earlier of: (i) the first day
of the seventh month following the Participant’s separation from service, or (ii) the Participant’s date of death; provided,
however, that any payments delayed during this six-month period shall be paid in the aggregate in a lump sum, without interest, on the
first day of the seventh month following the Participant’s separation from service.


 


The Administrator shall administer the Plan with
a view toward ensuring that Stock Rights under the Plan that are subject to Section 409A of the Code comply with the requirements
thereof and that Options under the Plan be exempt from the requirements of Section 409A of the Code, but neither the Administrator
nor any member of the Board, nor the Company nor any of its Affiliates, nor any other person acting hereunder on behalf of the Company,
the Administrator or the Board shall be liable to a Participant or any Survivor by reason of the acceleration of any income, or the imposition
of any additional tax or penalty, with respect to a Stock Right, whether by reason of a failure to satisfy the requirements of Section 409A
of the Code or otherwise.


 


35.    INDEMNITY.


 


Neither the Board nor the Administrator, nor
any members of either, nor any employees of the Company or any parent, subsidiary, or other Affiliate, shall be liable for any act, omission,
interpretation, construction or determination made in good faith in connection with their responsibilities with respect to this Plan,
and the Company hereby agrees to indemnify the members of the Board, the members of the Committee, and the employees of the Company and
its parent or subsidiaries in respect of any claim, loss, damage, or expense (including reasonable counsel fees) arising from any such
act, omission, interpretation, construction or determination to the full extent permitted by law.


 


36.    CLAWBACK.


 


Notwithstanding anything to the contrary contained
in this Plan, the Company may recover from a Participant any compensation received from any Stock Right (whether or not settled) or cause
a Participant to forfeit any Stock Right (whether or not vested) in the event that the Company’s Clawback Policy as then in effect,
if any, is triggered.


 


37.    GOVERNING LAW.


 


This Plan shall be construed and enforced in
accordance with the laws of the State of Delaware.