Exhibit 10.1


 


ASSEMBLY
BIOSCIENCES, INC.


 


2018
STOCK INCENTIVE PLAN


 


1.                 
Purposes of the Plan. The purposes of this Plan are to attract and retain the best available personnel, to provide additional
incentives to Employees, Directors and Consultants and to promote the success of the Company’s business.


 


2.                 
Definitions. The following definitions shall apply as used herein and in the individual Award Agreements except as defined
otherwise in an individual Award Agreement. In the event a term is separately defined in an individual Award Agreement, such definition
shall supersede the definition contained in this Section 2.


 


(a)               
“Administrator” means the Board or any of the Committees appointed to administer the Plan.


 


(b)              
“Affiliate” and “Associate” shall have the respective meanings ascribed to
such terms in Rule 12b-2 promulgated under the Exchange Act.


 


(c)               
“Applicable Laws” means the legal requirements relating to the Plan and the Awards under applicable provisions
of federal and state securities laws, the corporate laws of California and, to the extent other than California, the corporate
law of the state of the Company’s incorporation, the Code, the rules of any applicable stock exchange or national market
system, and the rules of any non-U.S. jurisdiction applicable to Awards granted to residents therein.


 


(d)              
“Assumed” means that pursuant to a Corporate Transaction either (i) the Award is expressly affirmed
by the Company or (ii) the contractual obligations represented by the Award are expressly assumed (and not simply by operation
of law) by the successor entity or its Parent in connection with the Corporate Transaction with appropriate adjustments to the
number and type of securities of the successor entity or its Parent subject to the Award and the exercise or purchase price thereof
which at least preserves the compensation element of the Award existing at the time of the Corporate Transaction as determined
in accordance with the instruments evidencing the agreement to assume the Award.


 


(e)               
“Award” means the grant of an Option, SAR, Dividend Equivalent Right, Restricted Stock, Restricted Stock
Unit, Unrestricted Stock or other right or benefit under the Plan.


 


(f)               
“Award Agreement” means the written agreement evidencing the grant of an Award executed by the Company
and the Grantee, including any amendments thereto.


 


(g)              
“Board” means the Board of Directors of the Company.


 


(h)              
“Cause” means, with respect to the termination by the Company or a Related Entity of the Grantee’s
Continuous Service, that such termination is for “Cause” as such term (or word of like import) is expressly defined
in a then-effective written agreement between the Grantee and the Company or such Related Entity, or in the absence of such then-effective
written agreement and definition, is based on, in the determination of the Administrator, the Grantee’s: (i) performance
of any act or failure to perform any act in bad faith and to the detriment of the Company or a Related Entity; (ii) dishonesty,
intentional misconduct or material breach of any agreement with the Company or a Related Entity; or (iii) commission of a
crime involving dishonesty, breach of trust, or physical or emotional harm to any person; provided, however, that with regard to
any agreement that defines “Cause” on the occurrence of or in connection with a Corporate Transaction, such definition
of “Cause” shall not apply until a Corporate Transaction actually occurs.


 


(i)             
“Code” means the Internal Revenue Code of 1986, as amended, or any successor statute.


 


(j)             
“Committee” means any committee composed of members of the Board appointed by the Board to administer
the Plan.


 






     


     


    

 


(k)           “Common
Stock” means the Company’s Common Stock, par value $0.001 per share.


 


(l)           
“Company” means Assembly Biosciences, Inc., a Delaware corporation, formerly known as Ventrus Biosciences,
Inc., or any successor entity that adopts the Plan in connection with a Corporate Transaction.


 


(m)         “Consultant”
means any natural person (other than an Employee or a Director, solely with respect to rendering services in such person’s
capacity as a Director) who provides bona fide services to the Company or any Related Entity, within the meaning of Form S-8 promulgated
under the Securities Act of 1933, as amended, and provided, further, that a Consultant will include only those persons to whom
the issuance of Shares may be registered under Form S-8 promulgated under the Securities Act of 1933, as amended.


 


(n)            “Continuous
Service” means that the provision of services to the Company or a Related Entity in any capacity of Employee, Director
or Consultant is not interrupted or terminated. In jurisdictions requiring notice in advance of an effective termination as an
Employee, Director or Consultant, Continuous Service shall be deemed terminated upon the actual cessation of providing services
to the Company or a Related Entity notwithstanding any required notice period that must be fulfilled before a termination as an
Employee, Director or Consultant can be effective under Applicable Laws. A Grantee’s Continuous Service shall be deemed to
have terminated either upon an actual termination of Continuous Service or upon the entity for which the Grantee provides services
ceasing to be a Related Entity. Continuous Service shall not be considered interrupted in the case of (i) any approved leave
of absence, (ii) transfers among the Company, any Related Entity, or any successor in any capacity of Employee, Director or
Consultant, or (iii) any change in status as long as the individual remains in the service of the Company or a Related Entity
in any capacity of Employee, Director or Consultant (except as otherwise provided in the Award Agreement). An approved leave of
absence shall include sick leave, military leave, or any other authorized personal leave. For purposes of each Incentive Stock
Option granted under the Plan, if such leave exceeds three (3) months, and reemployment upon expiration of such leave is not guaranteed
by statute or contract, then the Incentive Stock Option shall be treated as a Non-Qualified Stock Option on the day three (3) months
and one (1) day following the expiration of such three (3) month period.


 


(o)            “Corporate
Transaction” means any of the following transactions, provided, however, that the Administrator shall determine under
parts (iv) and (v) whether multiple transactions are related, and its determination shall be final, binding and conclusive:


 


(i)                
a merger or consolidation in which the Company is not the surviving entity, except for a transaction the principal purpose of which
is to change the state in which the Company is incorporated;


 


(ii)              
the sale, transfer or other disposition of all or substantially all of the assets of the Company;


 


(iii)            
the complete liquidation or dissolution of the Company;


 


(iv)            
any reverse merger or series of related transactions culminating in a reverse merger (including, but not limited to, a tender offer
followed by a reverse merger) in which the Company is the surviving entity but (A) the shares of Common Stock outstanding
immediately prior to such merger are converted or exchanged by virtue of the merger into other property, whether in the form of
securities, cash or otherwise, or (B) in which securities possessing more than fifty percent (50%) of the total combined voting
power of the Company’s outstanding securities are transferred to a person or persons different from those who held such securities
immediately prior to such merger or the initial transaction culminating in such merger; or


 


(v)              
acquisition in a single or series of related transactions by any person or related group of persons (other than the Company or
by a Company-sponsored employee benefit plan) of beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) of
securities possessing more than fifty percent (50%) of the total combined voting power of the Company’s outstanding securities.


 






     


     


    

 


(q)            “Director”
means a member of the Board or the board of directors of any Related Entity.


 


(r)             “Disability”
shall have the meaning set forth in the long-term disability policy of the Company or the Related Entity to which the Grantee provides
services regardless of whether the Grantee is covered by such policy. If the Company or the Related Entity to which the Grantee
provides service does not have a long-term disability plan in place, “Disability” means that a Grantee is unable to
carry out the responsibilities and functions of the position held by the Grantee by reason of any medically determinable physical
or mental impairment for a period of not less than ninety (90) consecutive days. A Grantee will not be considered to have incurred
a Disability unless he or she furnishes proof of such impairment sufficient to satisfy the Administrator in its discretion.


 


(s)              “Disqualifying
Disposition” means any disposition (including any sale) of Common Stock received upon exercise of an Incentive Stock
Option before either (i) two (2) years after the date the Employee was granted the Incentive Stock Option, or (ii) one (1) year
after the date the Employee acquired Common Stock by exercising the Incentive Stock Option. If the Employee has died before such
stock is sold, these holding period requirements do not apply and no Disqualifying Disposition can occur thereafter.


 


(t)             “Dividend
Equivalent Right” means a right entitling the Grantee to compensation measured by dividends paid with respect to
Common Stock.


 


(u)             “Employee”
means any person, including an Officer or Director, who is in the employ of the Company or any Related Entity, subject to the control
and direction of the Company or any Related Entity as to both the work to be performed and the manner and method of performance.
The payment of a director’s fee by the Company or a Related Entity shall not be sufficient to constitute “employment”
by the Company.


 


(v)              
“Exchange Act” means the Securities Exchange Act of 1934, as amended.


 


(w)            
“Fair Market Value” means, as of any date, the value of Common Stock determined as follows.


 


(i)                
If the Common Stock is listed on one or more established stock exchanges or national market systems, including without limitation
The NASDAQ Global Select Market, The NASDAQ Global Market or The NASDAQ Capital Market of The NASDAQ Stock Market LLC, its Fair
Market Value shall be the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on the principal
exchange or system on which the Common Stock is listed (as determined by the Administrator) on the date of determination (or, if
no closing sales price or closing bid was reported on that date, as applicable, on the last trading date such closing sales price
or closing bid was reported), as reported in The Wall Street Journal or such other source as the Administrator deems reliable;


 


(ii)              
If the Common Stock is regularly quoted on an automated quotation system (including the OTC Bulletin Board) or by a recognized
securities dealer, its Fair Market Value shall be the closing sales price for such stock as quoted on such system or by such securities
dealer on the date of determination, but if selling prices are not reported, the Fair Market Value of a share of Common Stock shall
be the mean between the high bid and low asked prices for the Common Stock on the date of determination (or, if no such prices
were reported on that date, on the last date such prices were reported), as reported in The Wall Street Journal or such other source
as the Administrator deems reliable; or


 


(iii)            
In the absence of an established market for the Common Stock of the type described in (i) and (ii), above, the Fair Market Value
thereof shall be determined by the Administrator in a manner in compliance with Section 409A of the Code, and in the case of an
Incentive Stock Option, in a manner in compliance with Section 422 of the Code.


 


(x)              “Grantee”
means an Employee, Director or Consultant who receives an Award under the Plan.


 






     


     


    

 


(y)             “Incentive
Stock Option” means an Option designated and qualified as an incentive stock option within the meaning of Section 422
of the Code.


 


(z)             “Non-Qualified
Stock Option” means an Option that is not an Incentive Stock Option.


 


(aa)           “Officer”
means a person who is an officer of the Company or a Related Entity within the meaning of Section 16 of the Exchange Act and
the rules and regulations promulgated thereunder.


 


(bb)          
“Option” means an option to purchase Shares pursuant to an Award Agreement granted under the Plan.


 


(cc)           
“Parent” means a “parent corporation,” whether now or hereafter existing, as defined in Section 424(e)
of the Code.


 


(dd)          
“Plan” means this Assembly Biosciences, Inc. 2018 Stock Incentive Plan.


 


(ee)           “Post-Termination
Exercise Period” means the period specified in the Award Agreement of not less than thirty (30) days commencing on
the date of termination (other than termination by the Company or any Related Entity for Cause) of the Grantee’s Continuous
Service, or such longer period as may be applicable upon death or Disability.


 


(ff)          
“Related Entity” means any Parent or Subsidiary of the Company.


 


(gg)          
“Replaced” means that pursuant to a Corporate Transaction the Award is replaced with a comparable
stock award or a cash incentive program of the Company, the successor entity (if applicable) or Parent of either of them which
preserves the compensation element of such Award existing at the time of the Corporate Transaction and provides for subsequent
payout in accordance with the same (or a more favorable) vesting schedule applicable to such Award. The determination of Award
comparability shall be made by the Administrator and its determination shall be final, binding and conclusive.


 


(hh)          “Restricted
Stock” means Shares issued under the Plan to the Grantee for such consideration, if any, and subject to such restrictions
on transfer, rights of first refusal, repurchase provisions, forfeiture provisions, and other terms and conditions as established
by the Administrator.


 


(ii)           “Restricted
Stock Units” means an Award which may be earned in whole or in part upon the passage of time or the attainment of
performance criteria established by the Administrator and which may be settled for cash, Shares or other securities or a combination
of cash, Shares or other securities as established by the Administrator.


 


(jj)          
“Rule 16b-3” means Rule 16b-3 promulgated under the Exchange Act or any successor thereto.


 


(kk)          “SAR”
means a stock appreciation right entitling the Grantee to Shares or cash compensation, as established by the Administrator, measured
by appreciation in the value of Common Stock.


 


(ll)       
“Share” means a share of the Common Stock.


 


(mm)         “Subsidiary”
means a “subsidiary corporation,” whether now or hereafter existing, as defined in Section 424(f) of the Code.


 


(nn)          
“Unrestricted Stock” means an award of Shares free from any risks of forfeiture.


 


3.                 
Stock Subject to the Plan.


 


(a)               
Subject to the provisions of Sections 3(b) and 12 below, the maximum aggregate number of Shares which may be issued pursuant to
all Awards (including Incentive Stock Options) is One Million Nine Hundred Thousand (1,900,000) Shares. The Shares granted under
the Plan may be authorized, but unissued, or reacquired Common Stock.


 






     


     


    

 


(b)              
Any Shares covered by an Award (or portion of an Award) which is forfeited, canceled or expires (whether voluntarily or involuntarily)
shall be deemed not to have been issued for purposes of determining the maximum aggregate number of Shares which may be issued
under the Plan, except that the maximum aggregate number of Shares which may be issued pursuant to the exercise of Incentive Stock
Options shall not exceed the number specified in Section 3(a). Shares that actually have been issued under the Plan pursuant to
an Award shall not be returned to the Plan and shall not become available for future issuance under the Plan, except that if Options
or other Awards granted under this Plan or the Company’s Amended and Restated 2014 Stock Incentive Plan (the “2014
Plan”) are forfeited or repurchased by the Company, such Shares shall become available for future grant under the
Plan. In the event any Option or other Award granted under the Plan or the 2014 Plan is exercised through the tendering of shares
of Common Stock (either actually or through attestation) or withholding shares of Common Stock, or in the event tax withholding
obligations are satisfied by tendering or withholding shares of Common Stock, any shares of Common Stock so tendered or withheld
shall not again be available for awards under the Plan. Shares of Common Stock subject to an SAR granted pursuant to Section 6(k)
of this Plan or the 2014 Plan that are not issued in connection with cash or stock settlement of the exercise of the SAR shall
not again be available for award under the Plan. Shares of Common Stock reacquired by the Company on the open market or otherwise
using cash proceeds from the exercise of Options shall not be available for awards under the Plan.


 


(c)       Notwithstanding
anything to the contrary in this Plan, the value of all Awards awarded under this Plan and all other cash compensation paid by
the Company to any non-employee Director in any calendar year shall not exceed $1,000,000. For the purpose of this limitation,
the value of any Award shall be its grant date fair value, as determined in accordance with ASC 718 or successor provision but
excluding the impact of estimated forfeitures related to service-based vesting provisions.


 


4.                 
Administration of the Plan.


 


(a)               
Plan Administrator.


 


(i)                
Administration with Respect to Directors and Officers. With respect to grants of Awards to Directors or Employees who are
also Officers or Directors of the Company, the Plan shall be administered by (A) the Board or (B) a Committee designated
by the Board, which Committee shall be constituted in such a manner as to satisfy the Applicable Laws and to permit such grants
and related transactions under the Plan to be exempt from Section 16(b) of the Exchange Act in accordance with Rule 16b-3.
Once appointed, such Committee shall continue to serve in its designated capacity until otherwise directed by the Board.


 


(ii)              
Administration With Respect to Consultants and Other Employees. With respect to grants of Awards to Employees or Consultants
who are neither Directors nor Officers of the Company, the Plan shall be administered by (A) the Board or (B) a Committee designated
by the Board, which Committee shall be constituted in such a manner as to satisfy the Applicable Laws. Once appointed, such Committee
shall continue to serve in its designated capacity until otherwise directed by the Board.


  


(b)              
Multiple Administrative Bodies. The Plan may be administered by different bodies with respect to Directors, Officers, Consultants,
and Employees who are neither Directors nor Officers.


 


(c)               
Powers of the Administrator. Subject to Applicable Laws and the provisions of the Plan (including any other powers given
to the Administrator hereunder), and except as otherwise provided by the Board, the Administrator shall have the authority, in
its discretion:


 


(i)                
to select the Employees, Directors and Consultants to whom Awards may be granted from time to time hereunder;


 


(ii)              
to determine whether and to what extent Awards are granted hereunder;


 






     


     


    

 


(iii)            
to determine the number of Shares or the amount of other consideration to be covered by each Award granted hereunder;


 


(iv)            
to approve forms of Award Agreements for use under the Plan;


 


(v)              
to determine the type, terms and conditions of any Award granted hereunder;


 


(vi)            
to establish additional terms, conditions, rules or procedures to accommodate the rules or laws of applicable non-U.S. jurisdictions
and to afford Grantees favorable treatment under such rules or laws; provided, however, that no Award shall be granted under any
such additional terms, conditions, rules or procedures with terms or conditions which are inconsistent with the provisions of the
Plan;


 


(vii)          
to amend the terms of any outstanding Award granted under the Plan, provided that any amendment that would adversely affect the
Grantee’s rights under an outstanding Award shall not be made without the Grantee’s written consent; provided, however,
that an amendment or modification that may cause an Incentive Stock Option to become a Non-Qualified Stock Option shall not be
treated as adversely affecting the rights of the Grantee;


 


(viii)        
to construe and interpret the terms of the Plan and Awards, including without limitation, any notice of award or Award Agreement,
granted pursuant to the Plan;


 


(ix)            
to institute an option exchange program; and


 


(x)              
to take such other action, not inconsistent with the terms of the Plan, as the Administrator deems appropriate.


 


The express grant in the Plan of any specific power to the Administrator
shall not be construed as limiting any power or authority of the Administrator; provided that the Administrator may not exercise
any right or power reserved to the Board. Any decision made, or action taken, by the Administrator or in connection with the administration
of this Plan shall be final, conclusive and binding on all persons having an interest in the Plan.


 


(d)              
Indemnification. In addition to such other rights of indemnification as they may have as members of the Board or as Officers
or Employees of the Company or a Related Entity, members of the Board and any Officers or Employees of the Company or a Related
Entity to whom authority to act for the Board, the Administrator or the Company is delegated shall be defended and indemnified
by the Company to the extent permitted by law on an after-tax basis against all reasonable expenses, including attorneys’
fees, actually and necessarily incurred in connection with the defense of any claim, investigation, action, suit or proceeding,
or in connection with any appeal therein, to which they or any of them may be a party by reason of any action taken or failure
to act under or in connection with the Plan, or any Award granted hereunder, and against all amounts paid by them in settlement
thereof (provided such settlement is approved by the Company) or paid by them in satisfaction of a judgment in any such claim,
investigation, action, suit or proceeding, except in relation to matters as to which it shall be adjudged in such claim, investigation,
action, suit or proceeding that such person is liable for gross negligence, bad faith or intentional misconduct; provided, however,
that within thirty (30) days after the institution of such claim, investigation, action, suit or proceeding, such person shall
offer to the Company, in writing, the opportunity at the Company’s expense to defend the same.


 


5.                 
Eligibility. Awards other than Incentive Stock Options may be granted to Employees, Directors and Consultants of the Company
and any Related Entity. Incentive Stock Options may be granted only to Employees of the Company or a Parent or a Subsidiary of
the Company. An Employee, Director or Consultant who has been granted an Award may, if otherwise eligible, be granted additional
Awards. Awards may be granted to such Employees, Directors or Consultants who are residing in non-U.S. jurisdictions as the Administrator
may determine from time to time.


 


6.                 
Terms and Conditions of Awards.


 






     


     


    

 


(a)               
Types of Awards. The Administrator is authorized under the Plan to award any type of arrangement to an Employee, Director
or Consultant that is not inconsistent with the provisions of the Plan and that by its terms involves or might involve the issuance
of (i) Shares, (ii) cash or (iii) an Option, an SAR, or similar right with a fixed or variable price related to
the Fair Market Value of the Shares and with an exercise or conversion privilege related to the passage of time, the occurrence
of one or more events, or the satisfaction of performance criteria or other conditions. Such awards include, without limitation,
Options, SARs, sales or bonuses of Restricted Stock, Restricted Stock Units, Unrestricted Stock or Dividend Equivalent Rights,
and an Award may consist of one (1) such security or benefit, or two (2) or more of them in any combination or alternative.
Unrestricted Stock may be granted in respect of past services or other valid consideration, or in lieu of cash compensation due
to the grantee.


 


(b)              
Designation of Award. Each Award shall be designated in the Award Agreement. In the case of an Option, the Option shall
be designated as either an Incentive Stock Option or a Non-Qualified Stock Option. However, notwithstanding such designation, an
Option will qualify as an Incentive Stock Option under the Code only to the extent the $100,000 dollar limitation of Section 422(d)
of the Code is not exceeded. The $100,000 limitation of Section 422(d) of the Code is calculated based on the aggregate Fair
Market Value of the Shares subject to Options designated as Incentive Stock Options which become exercisable for the first time
by a Grantee during any calendar year (under all plans of the Company or any Parent or Subsidiary of the Company). For purposes
of this calculation, Incentive Stock Options shall be taken into account in the order in which they were granted, and the Fair
Market Value of the Shares shall be determined as of the grant date of the relevant Option.


 


(c)               
Conditions of Award. Subject to the terms of the Plan, the Administrator shall determine the provisions, terms, and conditions
of each Award including, but not limited to, the Award vesting schedule, repurchase provisions, rights of first refusal, forfeiture
provisions, form of payment (cash, Shares, or other consideration) upon settlement of the Award, payment contingencies, and satisfaction
of any performance criteria. The performance criteria established by the Administrator may be based on any one of, or combination
of, increase in share price, earnings per share, total stockholder return, return on equity, return on assets, return on investment,
net operating income, cash flow, revenue, economic value added, initiation or completion of clinical trials, results of clinical
trials, regulatory approval, regulatory submissions, drug development or commercialization milestones, collaboration milestones
or strategic partnerships. Partial achievement of the specified criteria may result in a payment or vesting corresponding to the
degree of achievement as specified in the Award Agreement.


 


(d)              
Acquisitions and Other Transactions. The Administrator may issue Awards under the Plan in settlement, assumption or substitution
for, outstanding awards or obligations to grant future awards in connection with the Company or a Related Entity acquiring another
entity, an interest in another entity or an additional interest in a Related Entity whether by merger, stock purchase, asset purchase
or other form of transaction.


 


(e)               
Deferral of Award Payment. The Administrator may establish one or more programs under the Plan to permit selected Grantees
the opportunity to elect to defer receipt of consideration upon exercise of an Award, satisfaction of performance criteria, or
other event that absent the election would entitle the Grantee to payment or receipt of Shares or other consideration under an
Award. The Administrator may establish the election procedures, the timing of such elections, the mechanisms for payments of, and
accrual of interest or other earnings, if any, on amounts, Shares or other consideration so deferred, and such other terms, conditions,
rules and procedures that the Administrator deems advisable for the administration of any such deferral program.


 


(f)               
Separate Programs. The Administrator may establish one or more separate programs under the Plan for the purpose of issuing
particular forms of Awards to one or more classes of Grantees on such terms and conditions as determined by the Administrator from
time to time.


 


(g)              
Early Exercise. The Award Agreement may, but need not, include a provision whereby the Grantee may elect at any time while
an Employee, Director or Consultant to exercise any part or all of the Award prior to full vesting of the Award. Any unvested Shares
received pursuant to such exercise may be subject to a repurchase right in favor of the Company or a Related Entity or to any other
restriction the Administrator determines to be appropriate.


 






     


     


    

 


(h)                
Term of Option or SAR. The term of each Option or SAR shall be the term stated in the Award Agreement, provided, however,
that the term shall be no more than ten (10) years from the date of grant thereof. However, in the case of an Incentive Stock
Option granted to a Grantee who, at the time the Option is granted, owns stock representing more than ten percent (10%) of
the voting power of all classes of stock of the Company or any Parent or Subsidiary of the Company, the term of the Incentive Stock
Option shall be five (5) years from the date of grant thereof or such shorter term as may be provided in the Award Agreement.


 


(i)                
Transferability of Awards. Unless the Administrator provides otherwise, in its sole discretion, no Award may be sold, pledged,
assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution
and may be exercised, during the lifetime of the Grantee, only by the Grantee. Notwithstanding the foregoing, the Grantee may designate
one or more beneficiaries of the Grantee’s Award in the event of the Grantee’s death on a beneficiary designation form
provided by the Administrator.


 


(j)              
Time of Granting Awards. The date of grant of an Award shall for all purposes be the date on which the Administrator makes
the determination to grant such Award, or such other later date as is determined by the Administrator.


 


(k)                
Stock Appreciation Rights. An SAR may be granted (i) with respect to any Option granted under this Plan, either concurrently
with the grant of such Option or at such later time as determined by the Administrator (as to all or any portion of the shares
of Common Stock subject to the Option), or (ii) alone, without reference to any related Option. Each SAR granted by the Administrator
under this Plan shall be subject to the following terms and conditions. Each SAR granted to any participant shall relate to such
number of shares of Common Stock as shall be determined by the Administrator, subject to adjustment as provided in Section 12.
In the case of an SAR granted with respect to an Option, the number of shares of Common Stock to which the SAR pertains shall be
reduced in the same proportion that the holder of the Option exercises the related Option. The exercise price of an SAR will be
determined by the Administrator, in its discretion, at the date of grant but may not be less than one hundred percent (100%) of
the Fair Market Value of the shares of Common Stock subject thereto on the date of grant. Subject to the right of the Administrator
to deliver cash in lieu of shares of Common Stock (which, as it pertains to Officers and Directors of the Company, shall comply
with all requirements of the Exchange Act), the number of shares of Common Stock which shall be issuable upon the exercise of an
SAR shall be determined by dividing:


 


(i)                
the number of shares of Common Stock as to which the SAR is exercised multiplied by the amount of the appreciation in such shares
(for this purpose, the “appreciation” shall be the amount by which the Fair Market Value of the shares of Common Stock
subject to the SAR on the exercise date exceeds (1) in the case of an SAR related to an Option, the exercise price of the shares
of Common Stock under the Option or (2) in the case of an SAR granted alone, without reference to a related Option, an amount which
shall be determined by the Administrator at the time of grant, subject to adjustment under Section 12); by


 


(ii)              
the Fair Market Value of a share of Common Stock on the exercise date.


 


In lieu of issuing shares of Common Stock upon the exercise
of an SAR, the Administrator may elect to pay the holder of the SAR cash equal to the Fair Market Value on the exercise date of
any or all of the shares which would otherwise be issuable. No fractional shares of Common Stock shall be issued upon the exercise
of an SAR; instead, the holder of the SAR shall be entitled to receive a cash adjustment equal to the same fraction of the Fair
Market Value of a share of Common Stock on the exercise date or to purchase the portion necessary to make a whole share at its
Fair Market Value on the date of exercise. The exercise of an SAR related to an Option shall be permitted only to the extent that
the Option is exercisable under Section 10 on the date of surrender. Any Incentive Stock Option surrendered pursuant to the provisions
of this Section 6(k) shall be deemed to have been converted into a Non-Qualified Stock Option immediately prior to such surrender.


 


(l)            
Compliance with Section 409A of the Code. Notwithstanding anything to the contrary set forth herein, any Award that is not
exempt from the requirements of Section 409A of the Code shall contain such provisions so that such Award will comply with the
requirements of Section 409A of the Code. Such restrictions, if any, shall be determined by the Administrator and contained in
the Award Agreement evidencing such Award.


 






     


     


    

 


(m)              
Minimum Vesting. Awards granted to Employees under the Plan that are subject to time vesting shall not vest or become exercisable
until at least one year after the date of grant, except in the case of death, Disability, retirement, separation of service or
a Corporate Transaction. Awards granted to Directors under the Plan that are subject to time vesting shall not vest or become exercisable
until at least the earlier of (i) one year after the date of grant or (ii) the next annual meeting of stockholders, except in the
case of death, Disability or a Corporate Transaction.


 


7.                 
Award Exercise or Purchase Price, Consideration and Taxes.


 


(a)               
Exercise or Purchase Price. The exercise or purchase price, if any, for an Award shall be as follows.


 


(i)                
In the case of an Incentive Stock Option:


 


(1)              
granted to an Employee who, at the time of the grant of such Incentive Stock Option owns stock representing more than ten percent
(10%) of the voting power of all classes of stock of the Company or any Parent or Subsidiary of the Company, the per Share exercise
price shall be not less than one hundred ten percent (110%) of the Fair Market Value per Share on the date of grant; or


 


(2)              
granted to any Employee other than an Employee described in the preceding paragraph, the per Share exercise price shall be not
less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant.


 


(ii)              
In the case of a Non-Qualified Stock Option, the per Share exercise price shall be not less than one-hundred percent (100%) of
the Fair Market Value per Share on the date of grant.


 


(iii)            
In the case of other Awards, such price as is determined by the Administrator.


 


(iv)              
Notwithstanding the foregoing provisions of this Section 7(a), in the case of an Award issued pursuant to Section 6(d),
above, the exercise or purchase price for the Award shall be determined in accordance with the provisions of the relevant instrument
evidencing the agreement to issue such Award.


 


(b)              
Consideration. Subject to Applicable Laws, the consideration to be paid for the Shares to be issued upon exercise or purchase
of an Option or upon the issuance of another Award, including the method of payment, shall be determined by the Administrator.
In addition to any other types of consideration the Administrator may determine, the Administrator is authorized to accept as consideration
for Shares issued under the Plan the following:


 


(i)                
cash;


 


(ii)              
check;


 


(iii)            
delivery of Grantee’s promissory note with such recourse, interest, security, and redemption provisions as the Administrator
determines as appropriate (but only to the extent that the acceptance or terms of the promissory note would not violate an Applicable
Law); provided, however, that interest shall compound at least annually and shall be charged at the minimum rate of interest necessary
to avoid (i) the imputation of interest income to the Company and compensation income to the Grantee under any applicable provisions
of the Code, and (B) the classification of the Award as a liability for financial accounting purposes;


 


(iv)            
surrender of Shares or delivery of a properly executed form of attestation of ownership of Shares as the Administrator may require
which have a Fair Market Value on the date of surrender or attestation equal to the aggregate exercise price of the Shares as to
which said Award shall be exercised;


 


(v)              
payment through a broker-dealer sale and remittance procedure pursuant to which the Grantee (A) shall provide written instructions
to a Company designated brokerage firm to effect the immediate sale of some or all of the purchased Shares and remit to the Company
sufficient funds to cover the aggregate exercise price payable for the purchased Shares and (B) shall provide written directives
to the Company to deliver the certificates (or other evidence satisfactory to the Company to the extent that the Shares are uncertificated)
for the purchased Shares directly to such brokerage firm in order to complete the sale transaction;


 






     


     


    

 


(vi)            
with respect to Non-Qualified Options, payment through a “net exercise” such that, without the payment of any funds,
the Grantee may exercise the Option and receive the net number of Shares equal to (i) the number of Shares as to which the
Option is being exercised, multiplied by (ii) a fraction, the numerator of which is the Fair Market Value per Share (on such
date as is determined by the Administrator) less the Exercise Price per Share, and the denominator of which is such Fair Market
Value per Share; or


 


(vii)          
past or future services actually or to be rendered to the Company or a Related Entity; or


 


(viii)        
any combination of the foregoing methods of payment.


 


The Administrator may at any time or from time to time, by adoption
of or by amendment to the standard forms of Award Agreement described in Section 4(c)(iv), or by other means, grant Awards
which do not permit all of the foregoing forms of consideration to be used in payment for the Shares or which otherwise restrict
one or more forms of consideration.


 


8.                 
Notice to Company of Disqualifying Disposition. Each Employee who receives an Incentive Stock Option must agree to notify
the Company in writing immediately after the Employee makes a Disqualifying Disposition of any Common Stock acquired pursuant to
the exercise of an Incentive Stock Option.


 


9.                 
Withholding of Additional Income Taxes.


 


(a)               
Upon the exercise of a Non-Qualified Stock Option or SAR, the grant of any other Award for less than the Fair Market Value of the
Common Stock, the grant of Unrestricted Stock or the vesting of restricted Common Stock acquired on the exercise of an Award hereunder,
the Company, in accordance with Section 3402(a) of the Code and any applicable state statute or regulation, may require the Grantee
to pay to the Company additional withholding taxes in respect of the amount that is considered compensation includable in such
person’s gross income. With respect to (i) the exercise of an Option, (ii) the grant of Unrestricted Stock, (iii) the grant
of any other Award for less than its Fair Market Value, (iv) the vesting of restricted Common Stock acquired by exercising an Award,
or (v) the exercise of an SAR, the Committee in its discretion may condition such event on the payment by the Grantee of any such
additional withholding taxes.


 


(b)              
At the sole and absolute discretion of the Administrator, the holder of Awards may pay all or any part of the total estimated federal
and state income tax liability arising out of the exercise or receipt of such Awards or the vesting of restricted Common Stock
acquired on the exercise of an Award hereunder (each of the foregoing, a “Tax Event”) by tendering already-owned
shares of Common Stock or by directing the Company to withhold shares of Common Stock otherwise to be transferred to the Grantee
as a result of the exercise or receipt thereof in an amount equal to the estimated federal and state income tax liability arising
out of such event, provided that no more Shares may be withheld than are necessary to satisfy the Grantee’s withholding obligation
with respect to the exercise of Awards; provided, however, that the amount withheld does not exceed the maximum statutory tax rate
or such lesser amount as is necessary to avoid liability accounting treatment for Awards granted under the Plan. In such event,
the Grantee must, however, notify the Administrator of his or her desire to pay all or any part of the total estimated federal
and state income tax liability arising out of a Tax Event by tendering already-owned shares of Common Stock or having shares of
Common Stock withheld prior to the date that the amount of federal or state income tax to be withheld is to be determined. For
purposes of this Section 9, shares of Common Stock shall be valued at their Fair Market Value on the date that the amount of the
tax withholdings is to be determined.


 


10.             
Exercise of Award.


 


(a)               
Procedure for Exercise; Rights as a Stockholder.


 






     


     


    

 


(i)                
Any Award granted hereunder shall be exercisable at such times and under such conditions as determined by the Administrator under
the terms of the Plan and specified in the Award Agreement.


 


(ii)              
An Award shall be deemed to be exercised when written notice of such exercise has been given to the Company in accordance with
the terms of the Award by the person entitled to exercise the Award and full payment for the Shares with respect to which the Award
is exercised has been made, including, to the extent selected, use of the broker-dealer sale and remittance procedure to pay the
purchase price as provided in Section 7(b)(v).


 


(b)              
Exercise of Award Following Termination of Continuous Service. In the event of termination of a Grantee’s Continuous
Service for any reason other than Disability or death (but not in the event of a Grantee’s change of status from Employee
to Consultant or from Consultant to Employee), such Grantee may, but only during the Post-Termination Exercise Period (but in no
event later than the expiration date of the term of such Award as set forth in the Award Agreement), exercise the portion of the
Grantee’s Award that was vested at the date of such termination or such other portion of the Grantee’s Award as may
be determined by the Administrator. The Grantee’s Award Agreement may provide that upon the termination of the Grantee’s
Continuous Service for Cause, the Grantee’s right to exercise the Award shall terminate concurrently with the termination
of Grantee’s Continuous Service. In the event of a Grantee’s change of status from Employee to Consultant, an Employee’s
Incentive Stock Option shall convert automatically to a Non-Qualified Stock Option on the day three (3) months and one (1) day
following such change of status. To the extent that the Grantee’s Award was unvested at the date of termination, or if the
Grantee does not exercise the vested portion of the Grantee’s Award within the Post-Termination Exercise Period, the Award
shall terminate.


 


(c)               
Disability of Grantee. In the event of termination of a Grantee’s Continuous Service as a result of his or her Disability,
such Grantee may, but only within twelve (12) months from the date of such termination (or such longer period as specified
in the Award Agreement but in no event later than the expiration date of the term of such Award as set forth in the Award Agreement),
exercise the portion of the Grantee’s Award that was vested at the date of such termination; provided, however, that if such
Disability is not a “disability” as such term is defined in Section 22(e)(3) of the Code, in the case of an Incentive
Stock Option such Incentive Stock Option shall automatically convert to a Non-Qualified Stock Option on the day three (3) months
and one (1) day following such termination. To the extent that the Grantee’s Award was unvested at the date of termination,
or if Grantee does not exercise the vested portion of the Grantee’s Award within the time specified herein, the Award shall
terminate.


 


(d)              
Death of Grantee. In the event of a termination of the Grantee’s Continuous Service as a result of his or her death,
or in the event of the death of the Grantee during the Post-Termination Exercise Period or during the twelve (12) month period
following the Grantee’s termination of Continuous Service as a result of his or her Disability, the Grantee’s estate
or a person who acquired the right to exercise the Award by bequest or inheritance may exercise the portion of the Grantee’s
Award that was vested as of the date of termination, within twelve (12) months from the date of death (or such longer period as
specified in the Award Agreement but in no event later than the expiration of the term of such Award as set forth in the Award
Agreement). To the extent that, at the time of death, the Grantee’s Award was unvested, or if the Grantee’s estate
or a person who acquired the right to exercise the Award by bequest or inheritance does not exercise the vested portion of the
Grantee’s Award within the time specified herein, the Award shall terminate.


 


(e)               
Extension if Exercise Prevented by Law. Notwithstanding the foregoing, if the exercise of an Award within the applicable
time periods set forth in this Section 10 is prevented by the provisions of Section 11 below, the Award shall remain
exercisable until one (1) month after the date the Grantee is notified by the Company that the Award is exercisable, but in any
event no later than the expiration of the term of such Award as set forth in the Award Agreement.


 


11.             
Conditions Upon Issuance of Shares.


 


(a)               
If at any time the Administrator determines that the delivery of Shares pursuant to the exercise, vesting or any other provision
of an Award is or may be unlawful under Applicable Laws, the vesting or right to exercise an Award or to otherwise receive Shares
pursuant to the terms of an Award shall be suspended until the Administrator determines that such delivery is lawful and shall
be further subject to the approval of counsel for the Company with respect to such compliance. The Company shall have no obligation
to effect any registration or qualification of the Shares under federal or state laws.


 






     


     


    

 


(b)              
As a condition to the exercise of an Award, the Company may require the person exercising such Award to represent and warrant at
the time of any such exercise that the Shares are being purchased only for investment and without any present intention to sell
or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required by any Applicable Laws.


 


12.             
Adjustments. Subject to any required action by the stockholders of the Company, the number of Shares covered by each outstanding
Award, and the number of Shares which have been authorized for issuance under the Plan but as to which no Awards have yet been
granted or which have been returned to the Plan, the exercise or purchase price of each such outstanding Award, as well as any
other terms that the Administrator determines require adjustment shall be proportionately adjusted for (i) any increase or
decrease in the number of issued Shares resulting from a stock split, reverse stock split, stock dividend, combination or reclassification
of the Shares, or similar transaction affecting the Shares, (ii) any other increase or decrease in the number of issued Shares
effected without receipt of consideration by the Company, or (iii) any other transaction with respect to the Company’s
Common Stock including a corporate merger, consolidation, acquisition of property or stock, separation (including a spin-off or
other distribution of stock or property), reorganization, liquidation (whether partial or complete) or any similar transaction;
provided, however that conversion of any convertible securities of the Company shall not be deemed to have been “effected
without receipt of consideration.” Such adjustment shall be made by the Administrator and its determination shall be final,
binding and conclusive. Except as the Administrator determines, 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 hereof shall be made with respect
to, the number or price of Shares subject to an Award. No adjustments shall be made for dividends paid in cash or in property other
than Common Stock of the Company, nor shall cash dividends or dividend equivalents accrue or be paid in respect of unexercised
Options or unvested Awards hereunder.


 


13.             
Corporate Transactions.


 


(a)               
Termination of Award to Extent Not Assumed in Corporate Transaction. Effective upon the consummation of a Corporate Transaction,
all outstanding Awards under the Plan shall terminate. However, all such Awards shall not terminate to the extent they are Assumed
in connection with the Corporate Transaction.


 


(b)              
Acceleration of Award Upon Corporate Transaction. The Administrator shall have the authority, exercisable either in advance
of any actual or anticipated Corporate Transaction or at the time of an actual Corporate Transaction and exercisable at the time
of the grant of an Award under the Plan or any time while an Award remains outstanding, to provide for the full or partial automatic
vesting and exercisability of one or more outstanding unvested Awards under the Plan and the release from restrictions on transfer
and repurchase or forfeiture rights of such Awards in connection with a Corporate Transaction on such terms and conditions as the
Administrator may specify. The Administrator also shall have the authority to condition any such Award vesting and exercisability
or release from such limitations upon the subsequent termination of the Continuous Service of the Grantee within a specified period
following the effective date of the Corporate Transaction. The Administrator may provide that any Awards so vested or released
from such limitations in connection with a Corporate Transaction shall remain fully exercisable until the expiration or sooner
termination of the Award.


 


(c)               
Effect of Acceleration on Incentive Stock Options. Any Incentive Stock Option accelerated under this Section 13 in
connection with a Corporate Transaction shall remain exercisable as an Incentive Stock Option under the Code only to the extent
the $100,000 dollar limitation of Section 422(d) of the Code is not exceeded.


 


14.             
Effective Date and Term of Plan. The Plan shall become effective upon the earlier to occur of its adoption by the Board
or its approval by the stockholders of the Company. It shall continue in effect for a term of ten (10) years from the date of stockholder
approval unless sooner terminated, provided that no incentive stock options may be granted under the Plan after April 5, 2028.
Subject to Applicable Laws, Awards may be granted under the Plan upon Board approval, contingent on stockholder approval.


 






     


     


    

 


15.             
Amendment, Suspension or Termination of the Plan.


 


(a)               
The Board may at any time amend, suspend or terminate the Plan in any respect, except that it may not, without the approval of
the stockholders obtained within twelve (12) months before or after the Board adopts a resolution authorizing any of the following
actions, do any of the following:


 


(i)                
increase the total number of shares that may be issued under the Plan (except by adjustment pursuant to Section 12);


 


(ii)              
modify the provisions of Section 6 regarding eligibility for grants of ISOs may not be modified;


 


(iii)            
the provisions of Section 7(a) regarding the exercise price at which shares may be offered pursuant to Options may not be modified
(except by adjustment pursuant to Section 12);


 


(iv)            
extend the expiration date of the Plan; and


 


(v)              
except as provided in Section 12 (including, without limitation, any stock dividend, stock split, extraordinary cash dividend,
recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination, or exchange of shares), the Company may
not amend an Award granted under the Plan to reduce its exercise price per share, cancel and regrant new Awards with lower prices
per share than the original prices per share of the cancelled Awards, or cancel any Awards in exchange for cash or the grant of
replacement Awards with an exercise price that is less than the exercise price of the original Awards, essentially having the effect
of a repricing, without approval by the Company’s stockholders.


 


(b)              
No Award may be granted during any suspension of the Plan or after termination of the Plan.


 


(c)               
No suspension or termination of the Plan (including termination of the Plan under Section 15, above) shall adversely affect
any rights under Awards already granted to a Grantee without his or her consent.


 


16.             
Reservation of Shares.


 


(a)               
The Company, during the term of the Plan, will at all times reserve and keep available such number of Shares as shall be sufficient
to satisfy the requirements of the Plan.


 


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


 


17.             
No Effect on Terms of Employment/Consulting Relationship. The Plan shall not confer upon any Grantee any right with respect
to the Grantee’s Continuous Service, nor shall it interfere in any way with his or her right or the right of the Company
or a Related Entity to terminate the Grantee’s Continuous Service at any time, with or without Cause, and with or without
notice. The ability of the Company or any Related Entity to terminate the employment of a Grantee who is employed at will is in
no way affected by its determination that the Grantee’s Continuous Service has been terminated for Cause for the purposes
of this Plan.


 


18.             
No Effect on Retirement and Other Benefit Plans. Except as specifically provided in a retirement or other benefit plan of
the Company or a Related Entity, Awards shall not be deemed compensation for purposes of computing benefits or contributions under
any retirement plan of the Company or a Related Entity, and shall not affect any benefits under any other benefit plan of any kind
or any benefit plan subsequently instituted under which the availability or amount of benefits is related to level of compensation.
The Plan is not a “Retirement Plan” or “Welfare Plan” under the Employee Retirement Income Security Act
of 1974, as amended.


 






     


     


    

 


19.             
Stockholder Approval. Continuance of the Plan shall be subject to approval by the stockholders of the Company within twelve
(12) months before or after the date the Plan is adopted by the Board. Such stockholder approval shall be obtained in the degree
and manner required under Applicable Laws. Any Award exercised before stockholder approval is obtained shall be rescinded if stockholder
approval is not obtained within the time prescribed, and Shares issued on the exercise of any such Award shall not be counted in
determining whether stockholder approval is obtained.


 


20.             
Electronic Delivery. The Administrator may, in its sole discretion, decide to deliver any documents related to any Award
granted under the Plan through an online or electronic system established and maintained by the Company or another third party
designated by the Company or to request a Grantee’s consent to participate in the Plan by electronic means. Each Grantee
hereunder consents to receive such documents by electronic delivery and agrees to participate in the Plan through an online or
electronic system established and maintained by the Company or another third party designated by the Company, and such consent
shall remain in effect throughout Grantee’s term of employment or service with the Company and any Related Entity and thereafter
until withdrawn in writing by Grantee.


 


21.             
Data Privacy. The Administrator may, in its sole discretion, decide to collect, use and transfer, in electronic or other
form, personal data as described in this Plan or any Award for the exclusive purpose of implementing, administering and managing
participation in the Plan. Each Grantee hereunder acknowledges that the Company holds certain personal information about Grantee,
including, but not limited to, name, home address and telephone number, date of birth, social security number or other identification
number, salary, nationality, job title, details of all Awards awarded, cancelled, exercised, vested or unvested, for the purpose
of implementing, administering and managing the Plan (the “Data”). Each Grantee hereunder further acknowledges
that Data may be transferred to any third parties assisting in the implementation, administration and management of the Plan and
that these third parties may be located in jurisdictions that may have different data privacy laws and protections, and Grantee
authorizes such third parties to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes
of implementing, administering and managing the Plan, including any requisite transfer of such Data as may be required to a broker
or other third party with whom the recipient or the Company may elect to deposit any shares of Common Stock acquired upon any Award.


 


22.             
Compliance with Section 409A. To the extent that the Administrator determines that any Award granted hereunder is subject
to Section 409A of the Code, the Award Agreement evidencing such Award shall incorporate the terms and conditions necessary to
avoid the consequences specified in Section 409A(a)(1) of the Code. To the extent applicable, the Plan and Award Agreements shall
be interpreted in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretive guidance
issued thereunder, including without limitation any such regulations or other guidance that may be issued or amended after the
effective date of the Plan. Notwithstanding any provision of the Plan to the contrary, in the event that following the effective
date of the Plan the Administrator determines that any Award may be subject to Section 409A of the Code and related Department
of Treasury guidance (including such Department of Treasury guidance as may be issued after the effective date of the Plan), the
Administrator may adopt such amendments to the Plan and the applicable Award Agreement or adopt other policies and procedures (including
amendments, policies and procedures with retroactive effect), or take any other actions, that the Administrator determines are
necessary or appropriate to (1) exempt the Award from Section 409A of the Code and/or preserve the intended tax treatment of the
benefits provided with respect to the Award, or (2) comply with the requirements of Section 409A of the Code and related Department
of Treasury guidance.


 


23.             
Unfunded Obligation. Grantees shall have the status of general unsecured creditors of the Company. Any amounts payable to
Grantees pursuant to the Plan shall be unfunded and unsecured obligations for all purposes, including, without limitation, Title I
of the Employee Retirement Income Security Act of 1974, as amended. Neither the Company nor any Related Entity shall be required
to segregate any monies from its general funds, or to create any trusts, or establish any special accounts with respect to such
obligations. The Company shall retain at all times beneficial ownership of any investments, including trust investments, which
the Company may make to fulfill its payment obligations hereunder. Any investments or the creation or maintenance of any trust
or any Grantee account shall not create or constitute a trust or fiduciary relationship between the Administrator, the Company
or any Related Entity and a Grantee, or otherwise create any vested or beneficial interest in any Grantee or the Grantee’s
creditors in any assets of the Company or a Related Entity. The Grantees shall have no claim against the Company or any Related
Entity for any changes in the value of any assets that may be invested or reinvested by the Company with respect to the Plan.


 






     


     


    

 


24.             
Construction. Captions and titles contained herein are for convenience only and shall not affect the meaning or interpretation
of any provision of the Plan. Except when otherwise indicated by the context, the singular shall include the plural and the plural
shall include the singular. Use of the term “or” is not intended to be exclusive, unless the context clearly requires
otherwise.


 


 


 


As approved by the Board
of Directors on April 5, 2018


 


And the stockholders on
May 30, 2018