Exhibit 10.1


 


IMMUNOGEN, INC.


 


Amended And Restated 2018 EMPLOYEE,
DIRECTOR AND CONSULTANT EQUITY INCENTIVE PLAN


 


		1.	DEFINITIONS.



 


Unless otherwise specified or unless the context otherwise
requires, the following terms, as used in this ImmunoGen, Inc. 2018 Employee, Director and Consultant 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 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 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
shall include (and is not limited to) dishonesty with respect to the Company or any Affiliate, insubordination, substantial malfeasance
or non-feasance of duty, unauthorized disclosure of confidential information, breach by the 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
conduct substantially prejudicial to the business of the Company or any Affiliate provided, however that any provision in an agreement
between the 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 the definition in this Plan 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:


 


		(i)	Ownership. Any “Person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of
1934, as amended) becomes the “Beneficial Owner” (as defined in Rule 13d-3 under said 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


 


		(ii)	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 shareholder approval; or



 


		(iii)	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 as of March 28, 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 in
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 ImmunoGen, Inc., a Massachusetts 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


 






    	 	2	 



     


    

 


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.


 


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.


 


Fair
Market Value of a Share of Common Stock means:


 


(1)       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;


 


(2)       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


 


(3)       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.


 


Full
Value Award means a Stock Grant or other Stock-Based Award whose intrinsic value is not solely dependent on appreciation in
the price of the Common Stock after the date of grant.


 


ISO
means an option meant 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.


 






    	 	3	 



     


    

 


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 attainment of 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, to make adjustments to the Performance Goals or determine the satisfaction
of the Performance Goals, in each case, in connection with a Corporate Transaction) provided that any such actions do not otherwise violate
the terms of the Plan.


 


Plan
means this ImmunoGen, Inc. 2018 Employee, Director and Consultant Equity Incentive Plan.


 


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 25 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


 






    	 	4	 



     


    

 


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) 6,600,000 shares of Common
Stock and (ii) the number of shares of Common Stock remaining under this Plan as of March 31, 2021, and (iii) any shares of Common
Stock that are represented by awards granted under this Plan, the Company’s 2006 or 2016 Employee, Director and Consultant
Equity Incentive Plans that are forfeited, expire, or are cancelled without delivery of shares of Common Stock or which result in
the forfeiture of shares of Common Stock back to the Company on or after March 31, 2021 (but in no event more than 22,392,986 Shares
shall be added to the Plan pursuant to this clauses (ii)) and (iii), 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 this Plan.


 


(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. Notwithstanding the foregoing,
if a Stock Right is exercised, in whole or in part, by tender of Shares or if the Company’s or an Affiliate’s tax withholding
obligation is satisfied by withholding Shares, the number of Shares deemed to have been issued under the Plan for purposes of the limitations
set forth in Paragraph 3(a) above shall be the number of Shares that were subject to the Stock Right or portion thereof, and not
the net number of Shares actually issued and any stock appreciation right to be settled in shares of Common Stock shall be counted in
full against the number of Shares available for issuance under the Plan, regardless of the number of exercise gain shares issued upon
settlement of the stock appreciation right. In addition, Shares repurchased by the Company with the proceeds of the option exercise price
may not be reissued under the Plan.


 


(c)       For
purposes of determining the number of Shares available for issuance under Paragraph 3(a) above, (i) for the grant of any Option
or similar Stock-Based Award one Share for each Share actually subject to such Option or similar Stock-Based Award shall be deducted,
and (ii) for the grant of any Full Value Award, one and one-quarter (1.25) Shares for each Share actually subject to any such Full
Value Award shall be deducted. If a Full Value Award expires, is forfeited, or otherwise lapses, the Shares that were subject to the Full
Value Award shall be restored to the total number of Shares available for grant as were deducted as Full Value Awards pursuant to this
paragraph. Except in the case of death, disability or Change of Control, or as provided in the next sentence, no Stock Right shall vest,
and no right of the Company to restrict or reacquire Shares subject to Full Value Awards shall lapse, less than one (1) year
from the date of grant. 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.


 






    	 	5	 



     


    

 


		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, that the aggregate grant date fair
value of Shares to be granted to any non-employee director under the Plan in any calendar year may not exceed $500,000 dollars except
that the foregoing limitation on Stock Rights granted to non-employee directors shall not apply to Stock Rights made pursuant to an election
by a non-employee director to receive the Stock Right in lieu of cash for all or a portion of cash fees to be received for service on
the Board of Directors or any Committee thereof.



 


		d.	Specify the terms and conditions upon which a Stock Right or Stock Rights may be granted;



 


		e.	Make any adjustments in the Performance Goals included in any Performance-Based Awards;



 


		f.	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; 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 or to Plan Participants or to otherwise facilitate the administration
of the Plan, which sub-plans may include additional



 






    	 	6	 



     


    

 


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 (i) preserving the tax status under Section 422 of the Code
of those Options which are designated as ISOs; and (ii) not causing any adverse tax consequences under Section 409A of the Code.
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; provided that only a Committee
consisting solely of non-employee directors (or the full Board when only non-employee directors are present and voting) shall have the
authority to grant Options, Stock Grants or Stock-Based Awards to non-employee directors, or to amend the terms of any such awards in
a manner that would accelerate the exercisability or vesting of, or lapsing of any right by the Company to restrict or reacquire Shares
subject to, all or any portion of any such award. The Board of Directors or the Committee may revoke any such allocation or delegation
at any time.


 


		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 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 grants 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 (or provided in electronic form 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


 






    	 	7	 



     


    

 


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 shareholders 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 but shall not be less than 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 Periods: 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, provided that each Non-Qualified Option shall terminate not more than ten years from the date of the grant.
Each Option Agreement 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 conditions or the attainment of stated performance goals or events.



 


		iv.	Option Conditions: Exercise of any Option may be conditioned upon the Participant’s execution of a Share purchase agreement
in form satisfactory to the Administrator providing for certain protections for the Company and its other shareholders, 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.



 


		b.	ISOs: Each Option intended to be an ISO shall be issued only to an Employee and 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.



 






    	 	8	 



     


    

 


		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 the
grant of the ISO; 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 the
grant of the ISO.



 


		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 at
the time 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 (or provided in electronic form 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:


 






    	 	9	 



     


    

 


		(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 Massachusetts General Corporation
Law 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 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 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, stock units deferred or otherwise. The principal
terms of each Stock-Based Award shall be set forth in an Agreement, duly executed by the Company (or provided in electronic form 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 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.


 






    	 	10	 



     


    

 


		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 a 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 (in a form acceptable to the Administrator which may include electronic notice) to the Company
or its designee, 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, 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 having a Fair Market Value equal as of the date of the exercise to the
cash exercise price of the Option and held for at least six months (if required to avoid negative accounting treatment), 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 of the number of Shares 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, 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	 



     


    

 


The Administrator shall have the right to accelerate
the date of exercise of any installment of any Option; provided that the Administrator shall not accelerate the exercise date of any installment
of any Option granted to an Employee as an ISO (and not previously converted into a Non-Qualified Option pursuant to Paragraph 28) without
the prior approval of the Employee, if such acceleration would violate the annual vesting limitation contained in Section 422(d) of
the Code, as described in Paragraph 6(b)(iv).


 


The Administrator may, in its discretion, amend
any term or condition of an outstanding Option provided (i) such term or condition as amended is not prohibited by the Plan, (ii) any
such amendment shall be made only with the consent of the Participant to whom the Option was granted, or in the event of the death of
the Participant, the Participant’s Survivors, if the amendment is adverse to the Participant, and (iii) any such amendment
of any Option shall be made only after the Administrator determines whether such amendment would constitute a “modification”
of any Option which is an ISO (as that term is defined in Section 424(h) of the Code) or would cause any adverse tax consequences
for the holder of such Option including, but not limited to, pursuant to Section 409A of the Code.


 


		11.	ACCEPTANCE OF STOCK GRANTS AND STOCK-BASED AWARDS AND ISSUE OF SHARES.



 


A Stock Grant or Stock-Based Award (or any part
or installment thereof) shall be accepted by executing the applicable Agreement and delivering it to the Company or its designee, together
with provision for payment of the full purchase price, if any, in accordance with this Paragraph for the Shares as to which such Stock
Grant or Stock-Based Award is being accepted, and upon compliance with any other conditions set forth in the applicable Agreement. Payment
of the purchase price for the Shares as to which such Stock Grant or Stock-Based Award is being accepted 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 acceptance
of the Stock Grant or Stock Based-Award 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, payment of such
other lawful consideration as the Administrator may determine.


 


The Company shall then, if required by the applicable
Agreement, reasonably promptly deliver the Shares as to which such Stock Grant or Stock-Based Award was accepted 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	 



     


    

 


		12.	RIGHTS AS A SHAREHOLDER.



 


No Participant to whom a Stock Right has been granted
shall have rights as a shareholder with respect to any Shares covered by such Stock Right, except after due exercise of the Option or
issuance of Shares as set forth in any Agreement, and tender of the aggregate exercise or full purchase price, if any, for the Shares
being purchased pursuant to such exercise or acceptance 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,
a Stock Right shall only be exercisable or may only be accepted, during the Participant’s lifetime, by such Participant (or by 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.



 






    	 	13	 



     


    

 


		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.



 






    	 	14	 



     


    

 


		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:



 


(i)       To
the extent that the Option has become exercisable but has not been exercised on the date of Disability; and


 


(ii)       In
the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of 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 Disability.


 


		b.	A Disabled Participant may exercise such rights only within the period ending one year after the date of the Participant’s 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 become Disabled 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:


 






    	 	15	 



     


    

 


		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:



 


(i)       To
the extent that the Option has become exercisable but has not been exercised on the date of death; and


 


(ii)       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 offer 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.


 






    	 	16	 



     


    

 


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



 


Except as otherwise provided in a Participant’s
Agreement, in the event of a termination of service (whether as an Employee, director or Consultant), other than termination for Cause,
Disability, or death for which events there are special rules in Paragraphs 20, 21, and 22, respectively, 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 a 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


 






    	 	17	 



     


    

 


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 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.


 


		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 death.


 


		23.	PURCHASE FOR INVESTMENT.



 


Unless the offering and sale of the Shares to be
issued upon the particular exercise or acceptance of a Stock Right shall have been effectively registered under the Securities Act of
1933, as now in force or hereafter amended (the “1933 Act”), the Company shall be under no obligation to issue the Shares
covered by such exercise unless and until the following conditions have been fulfilled:


 


		a.	The person(s) who exercise(s) or accept(s) such Stock Right shall warrant to the Company, prior to the receipt of such
Shares, that such person(s) are acquiring such Shares for their own respective accounts, 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(s) acquiring such Shares shall be
bound by the provisions of the following legend which shall be endorsed upon the certificate(s) evidencing their Shares issued pursuant
to such exercise or such grant:



 


“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


 






    	 	18	 



     


    

 


(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 upon
such particular exercise or acceptance in compliance with the 1933 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 appropriately increased or
decreased proportionately, and appropriate adjustments shall be made, including in the exercise or purchase price per share and 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. If the Company is to be 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 (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


 






    	 	19	 



     


    

 


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 Subparagraph), within a specified number of days of the date of such notice, at the end of which period the Options
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.


 


With respect to outstanding Stock Grants, the Administrator
or the Successor Board, shall either (i) make appropriate provisions 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; or (ii) terminate all Stock Grants in exchange for payment of an amount equal to the consideration payable upon
consummation of such Corporate Transaction to the 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


 






    	 	20	 



     


    

 


25, including, but not limited to the effect if any, of a 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 constitute a “modification” of any ISOs (as
that term is defined in Section 424(h) of the Code) or would cause any adverse tax consequences for the holders of such Options.
If the Administrator determines that such adjustments made with respect to Options would constitute a modification or other adverse tax
consequence, it may 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.


 






    	 	21	 



     


    

 


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 exercise or acceptance of a Stock Right or upon the lapsing of any forfeiture provision or right of repurchase 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 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.


 


		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 stock is 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 March 28, 2028. The Plan may be terminated at an earlier date by vote of the shareholders 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 shareholders of
the Company. The Plan may also be amended by the Administrator, including, without limitation, to the extent necessary to qualify any


 






    	 	22	 



     


    

 


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 (including deferral of taxation upon exercise), and to the
extent necessary to qualify the shares issuable upon exercise or acceptance of any outstanding Stock Rights granted, or Stock Rights to
be granted, under the Plan for listing on any national securities exchange or quotation in any national automated quotation system of
securities dealers, provided that any amendment approved by the Administrator which the Administrator determines is of a scope that requires
shareholder approval shall also be subject to obtaining such shareholder approval. Other than as set forth in Paragraph 25 of the Plan,
the Administrator may not without shareholder 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 may not take any other action that is considered a direct or indirect “repricing” for purposes of the shareholder
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. Notwithstanding the foregoing, except in the case of death, disability or Change
of Control, outstanding Agreements may not be amended by the Administrator (or the Board) in a manner that would accelerate the exercisability
or vesting of, or lapsing of any right by the Company to restrict or reacquire Shares subject to, all or any portion of any Option, Stock
Grant or other Stock-Based Award. 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.	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 Incentive Compensation Recoupment
Policy then in effect is triggered.


 






    	 	23	 



     


    

 


		35.	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.


 


		36.	GOVERNING LAW.



 


This Plan shall be construed and enforced in accordance
with the law of The Commonwealth of Massachusetts.


 






    	 	24