Corindus Vascular Robotics, Inc. 8-K


 


Exhibit 10.1


 


2018 Stock Award Plan


 


CORINDUS
VASCULAR ROBOTICS, INC.


 


2018
Stock Award Plan


 


1.       Purpose.
The purpose of the Corindus Vascular Robotics, Inc. 2018 Stock Award Plan is to provide a means through which the Company and
its Affiliates may attract and retain key personnel and to provide a means whereby current and prospective directors, officers,
employees, consultants and advisors of the Company and its Affiliates can acquire and maintain an equity interest in the Company,
or be paid incentive compensation, which may (but need not) be measured by reference to the value of Common Stock, thereby strengthening
their commitment to the welfare of the Company and its Affiliates and aligning their interests with those of the Company’s
stockholders.


 


2.       Definitions.
The following definitions shall be applicable throughout the Plan:


 


(a)       “Affiliate”
“means with respect to any Person, any other Person (other than an individual) that controls, is controlled by, or is under
common control with such Person. The term “control,” as used in this Plan, means the power to direct or cause
the direction of the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities,
by contract or otherwise. “Controlled” and “controlling” have meanings correlative to the
foregoing.


 


(b)       “Award”
means, individually or collectively, any Incentive Stock Option, Nonqualified Stock Option, Stock Appreciation Right, Restricted
Stock, Restricted Stock Unit, Stock Bonus Award, Dividend Equivalent, and Performance Compensation Award granted under the Plan.


 


(c)       “Award
Agreement” means any agreement or other instrument (whether in paper or electronic medium (including email or the
posting on a web site maintained by the Company or a third party under contract with the Company)) setting forth the terms of
an Award that has been duly authorized and approved by the Committee.


 


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


 


(e)       “Cause”
means, in the case of a particular Award, unless the applicable Award Agreement states otherwise, (i) the Company or one of its
Affiliates having “cause” to terminate a Participant’s employment or service, as defined in any employment or
consulting agreement between the Participant and the Company or one of its Affiliates in effect at the time of such termination
or (ii) in the absence of any such employment or consulting agreement (or the absence of any definition of “cause”
contained therein), (A) the Participant’s engagement in misconduct that is materially injurious to the Company or its Affiliates,
(B) the Participant’s continued failure to substantially perform duties as reasonably directed by the Company or the Participant’s
material violation of any material rule, regulation, policy or plan for the conduct of any service provider to the Company or
its Affiliates or its or their business, (C) the Participant’s repeated dishonesty in the performance of his duties to the
Company or its Affiliates, or (D) the Participant’s commission of any act or acts constituting any (x) fraud against, or
misappropriation or embezzlement from the Company or any of its Affiliates, (y) felony or any other crime involving moral turpitude,
or (z) offense that could result in jail sentence of at least 30 days. Any determination of whether Cause exists shall be made
by the Committee in its sole discretion.


 


(f)        “Change
in Control” means the occurrence, in a single transaction or in a series of related transactions, of any one or
more of the following events:


 


(i)       the
sale or other disposition, in one or a series of related transactions, of all or substantially all of the assets of the Company
to any “person” or “group” (as such terms are used for purposes of Sections 13(d)(3) and 14(d)(2) of the
Exchange Act) other than to an Affiliate;


 






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(ii)       any
person or group is or becomes the “beneficial owner” (as such term is used for purposes of Rule 13d-3 and Rule 13d-5
under the Exchange Act), directly or indirectly, of more than fifty percent (50%) of the total voting power of the Company’s
then outstanding voting securities, including by way of merger, consolidation or otherwise; provided, however that a Change in
Control shall not be deemed to occur by reason of an acquisition of the Company’s voting securities by the Company or by
an employee benefit plan (or a trust forming a part thereof) maintained by the Company.


 


(iii)       during
any period of twenty-four (24) months, individuals who, at the beginning of such period, constitute the Board (the “Incumbent
Directors”) cease for any reason to constitute at least a majority of the Board, provided, that any person becoming
a director subsequent to the date hereof, whose election or nomination for election was approved by a vote of at least two-thirds
(2/3) of the Incumbent Directors then on the Board (either by a specific vote or by approval of the proxy statement of the Company
in which such person is named as a nominee for director, without written objection to such nomination) shall be an Incumbent Director;
provided, however, that no individual initially elected or nominated as a director of the Company as a result of
an actual or threatened election contest, as such terms are used in Rule 14a-12 of Regulation 14A promulgated under the Exchange
Act, with respect to directors or as a result of any other actual or threatened solicitation of proxies or consents by or on behalf
of any person other than the Board shall be deemed to be an Incumbent Director.


 


In
addition, if a Change in Control constitutes a payment event with respect to any Award which provides for the deferral of compensation
and is subject to Section 409A of the Code, the transaction or event described in subsection (i), (ii), or (iii) with respect
to such Award must also constitute a “change in control event,” as defined in Treasury Regulation §1.409A-3(i)(5)
to the extent required by Section 409A of the Code. The Committee shall have full and final authority, which shall be exercised
in its sole discretion, to determine conclusively whether a Change in Control has occurred pursuant to the above definition, and
the date of the occurrence of such Change in Control and any incidental matters relating thereto.


 


(g)       “Code”
means the Internal Revenue Code of 1986, as amended, and any successor thereto. Reference in the Plan to any section of the Code
shall be deemed to include any regulations or other interpretative guidance under such section, and any amendments or successor
provisions to such section, regulations or guidance.


 


(h)       “Committee”
means the Compensation Committee of the Board or subcommittee thereof as may be appointed pursuant to Section 4(a), or such other
committee of the Board consisting of at least two people as the Board may appoint to administer the Plan, or, if no such committee
has been appointed by the Board, the Board.


 


(i)        “Common
Stock” means the common stock, par value $0.0001 per share, of the Company (and any stock or other securities into
which such common stock may be converted or into which it may be exchanged).


 


(j)        “Company”
means Corindus Vascular Robotics, Inc., a Delaware corporation, and any successor thereto.


 


(k)       “Date
of Grant” means the date on which the granting of an Award is authorized, or such other date as may be specified
in such authorization.


 


(l)        “Disability”
means, in the case of a particular Award, unless the applicable Award Agreement states otherwise, (i) the Company or one of its
Affiliates having cause to terminate a Participant’s employment or service on account of “disability,” as defined
in any employment or consulting agreement between the Participant and the Company or one of its Affiliates in effect at the time
of such termination, or (ii) in the absence of any such employment or consulting agreement, the complete and permanent inability
by reason of illness or accident to perform in all material respects his or her duties and responsibilities to the Company and
its Affiliates. Any determination of whether Disability exists shall be made by the Committee in its sole discretion.


 






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(m)      “Dividend
Equivalent” shall mean a right to receive the equivalent value (in cash or Common Stock) of dividends paid on Common
Stock, awarded under Section 10(b) of the Plan.


 


(n)       “Effective
Date” means May 31, 2018, which was the date on which the Plan was first approved by the stockholders of the Company.


 


(o)       “Eligible
Director” means a person who is (i) a “non-employee director” within the meaning of Rule 16b-3 under
the Exchange Act.


 


(p)       “Eligible
Person” means any (i) individual employed by the Company or any of its Affiliates; (ii) director of the Company
or any of its Affiliates; or (iii) consultant or advisor to the Company or any of its Affiliates who may be offered securities
registrable on Form S-8 under the Securities Act, or any other available exemption, as applicable.


 


(q)       “Exchange
Act” means the Securities Exchange Act of 1934, as amended, and any successor thereto. Any reference in the Plan
to any section of (or rule promulgated under) the Exchange Act shall be deemed to include any rules, regulations or other interpretative
guidance under such section or rule, and any amendments or successor provisions to such section, rules, regulations or guidance.


 


(r)        “Exercise
Price” has the meaning given such term in Section 7(b) of the Plan.


 


(s)       “Fair
Market Value” means, as of any date, the value of a share of Common Stock as determined by the Committee, in its
discretion, subject to the following:


 


 (i)       If,
on such date, Common Stock is listed on one or more established U.S. national or regional securities exchanges, the Fair Market
Value of a share shall be the closing price of a share of Common Stock as quoted on such exchange constituting the primary market
for the shares (or, if no such closing price is reported, the closing price on the last preceding date on which such price of
Common Stock is so reported).


 


 (ii)       Notwithstanding
clause (i) above, the Committee may, in its discretion, determine the Fair Market Value of a share of Common Stock on the basis
of the opening, closing, or average of the high and low sale prices of a share of Common Stock on such date or the preceding trading
day, the actual sale price of a Share, any other reasonable basis using actual transactions involving shares of Common Stock as
reported on an established U.S. national or regional securities exchange, or on any other basis consistent with the requirements
of Section 409A of the Code.


 


 (iii)       The
Committee may vary its method of determining Fair Market Value as provided in this Section for purposes of different provisions
under the Plan. The Committee may delegate its authority to establish Fair Market Value for purposes of determining whether sufficient
consideration has been paid to exercise Options or SARs or for purposes of any other transactions involving outstanding Awards.


 


(t)        “Immediate
Family Members” shall have the meaning set forth in Section 15(b) of the Plan.


 


(u)       “Incentive
Stock Option” means an Option that is designated by the Committee as an incentive stock option as described in Section
422 of the Code and otherwise meets the requirements set forth in the Plan.


 


(v)      “Indemnifiable
Person” shall have the meaning set forth in Section 4(e) of the Plan.


 


(w)     
“Nonqualified Stock Option” means an Option that is not designated by the Committee as an Incentive
Stock Option.


 


(x)       “Option”
means an Award granted under Section 7 of the Plan.


 






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(y)       “Option
Period” has the meaning given such term in Section 7(c) of the Plan.


 


(z)       “Participant”
means an Eligible Person who has been selected by the Committee to participate in the Plan and to receive an Award pursuant to
Section 6 of the Plan.


 


(aa)     “Performance
Compensation Award” shall mean any Award designated by the Committee as a Performance Compensation Award pursuant
to Section 11 of the Plan.


 


(bb)    “Performance
Goals” shall mean, for a Performance Period, the one or more goals established by the Committee for the Performance
Period.


 


(cc)     “Performance
Period” shall mean the one or more periods of time, as the Committee may select, over which the attainment of one
or more Performance Goals will be measured for the purpose of determining a Participant’s right to, and the payment of,
a Performance Compensation Award.


 


(dd)    “Permitted
Transferee” shall have the meaning set forth in Section 15(b) of the Plan.


 


(ee)     “Person”
means a “person” as such term is used for purposes of 13(d) or 14(d) of the Exchange Act, or any successor section
thereto.


 


(ff)      “Plan”
means the Corindus Vascular Robotics, Inc. 2018 Stock Award Plan.


 


(gg)     “Restricted
Period” means the period of time determined by the Committee during which an Award is subject to restrictions or,
as applicable, the period of time within which performance is measured for purposes of determining whether an Award has been earned.


 


(hh)     “Restricted
Stock” means Common Stock, subject to certain specified restrictions (including, without limitation, a requirement
that the Participant remain continuously employed or provide continuous services for a specified period of time), granted under
Section 9 of the Plan.


 


(ii)       “Restricted
Stock Unit” means an unfunded and unsecured promise to deliver shares of Common Stock, cash, other securities or
other property, subject to certain restrictions (including, without limitation, a requirement that the Participant remain continuously
employed or provide continuous services for a specified period of time), granted under Section 9 of the Plan.


 


(jj)       “SAR
Period” has the meaning given such term in Section 8(b) of the Plan.


 


(kk)     “Securities
Act” means the Securities Act of 1933, as amended, and any successor thereto. Reference in the Plan to any section
of the Securities Act shall be deemed to include any rules, regulations or other interpretative guidance under such section, and
any amendments or successor provisions to such section, rules, regulations or guidance.


 


(ll)       “SEC”
means the Securities and Exchange Commission.


 


(mm)   “Stock
Appreciation Right” or “SAR” means an Award granted under Section 8 of the Plan.


 


(nn)     “Stock
Bonus Award” means an Award granted under Section 10(a) of the Plan.


 


(oo)     “Strike
Price” means, except as otherwise provided by the Committee in the case of Substitute Awards, (i) in the case of
a SAR granted in tandem with an Option, the Exercise Price of the related Option, or (ii) in the case of a SAR granted independent
of an Option, the Fair Market Value on the Date of Grant.


 


3.       Effective
Date; Duration. The Plan shall be effective as of the Effective Date. The expiration date of the Plan, on and after which
date no Awards may be granted hereunder, shall be the tenth anniversary of the Effective Date; provided, however,
that such expiration shall not affect Awards then outstanding, and the terms and conditions of the Plan shall continue to apply
to such Awards.


 






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4.       Administration.


 


(a)       The
Committee shall administer the Plan. To the extent required to comply with the provisions of Rule 16b-3 promulgated under the
Exchange Act (if the Board is not acting as the Committee under the Plan) it is intended that each member of the Committee shall,
at the time he takes any action with respect to an Award under the Plan, be an Eligible Director. However, the fact that a Committee
member shall fail to qualify as an Eligible Director shall not invalidate any Award granted by the Committee that is otherwise
validly granted under the Plan. The majority of the members of the Committee shall constitute a quorum. The acts of a majority
of the members present at any meeting at which a quorum is present or acts approved in writing by a majority of the Committee
shall be deemed the acts of the Committee.


 


(b)       Subject
to the provisions of the Plan and applicable law, the Committee shall have the sole and plenary authority, in addition to other
express powers and authorizations conferred on the Committee by the Plan, to: (i) designate Participants; (ii) determine the type
or types of Awards to be granted to a Participant; (iii) determine the number of shares of Common Stock to be covered by, or with
respect to which payments, rights, or other matters are to be calculated in connection with, Awards; (iv) determine the terms
and conditions of any Award and any amendments thereto; (v) make any adjustments in the Performance Goals included in any Performance
Compensation Award; (vi) determine whether, to what extent, and under what circumstances Awards may be settled or exercised in
cash, shares of Common Stock, other securities, other Awards or other property, or canceled, forfeited, or suspended and the method
or methods by which Awards may be settled, exercised, canceled, forfeited, or suspended; (vii) determine whether, to what extent,
and under what circumstances the delivery of cash, Common Stock, other securities, other Awards or other property and other amounts
payable with respect to an Award shall be deferred either automatically or at the election of the Participant or of the Committee;
(viii) interpret, administer, reconcile any inconsistency in, correct any defect in and/or supply any omission in the Plan and
any instrument or agreement relating to, or Award granted under, the Plan; (ix) establish, amend, suspend, or waive any rules
and regulations and appoint such agents as the Committee shall deem appropriate for the proper administration of the Plan; (x)
accelerate the vesting or exercisability of, payment for or lapse of restrictions on, Awards; and (xi) make any other determination
and take any other action that the Committee deems necessary or desirable for the administration of the Plan.


 


(c)       Except
to the extent prohibited by applicable law or the applicable rules and regulations of any securities exchange or inter-dealer
quotation system on which the securities of the Company are listed or traded, 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 part of its responsibilities and
powers to any person or persons selected by it. Any such allocation or delegation may be revoked by the Committee at any time.
Without limiting the generality of the foregoing, the Committee may delegate to one or more officers of the Company or any of
its Affiliates the authority to act on behalf of the Committee with respect to any matter, right, obligation, or election that
is the responsibility of or that is allocated to the Committee herein, and that may be so delegated as a matter of law, except
for grants of Awards to persons (i) who are non-employee members of the Board or otherwise are subject to Section 16 of the Exchange
Act.


 


(d)       Unless
otherwise expressly provided in the Plan, all designations, determinations, interpretations, and other decisions under or with
respect to the Plan or any Award or any documents evidencing Awards granted pursuant to the Plan shall be within the sole discretion
of the Committee, may be made at any time and shall be final, conclusive and binding upon all persons or entities, including,
without limitation, the Company, any of its Affiliates, any Participant, any holder or beneficiary of any Award, and any stockholder
of the Company.


 






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(e)       No
member of the Board, the Committee, delegate of the Committee or any officer, employee or agent of the Company (each such person,
an “Indemnifiable Person”) shall be liable for any action taken or omitted to be taken or any determination
made in good faith with respect to the Plan or any Award hereunder. Each Indemnifiable Person shall be indemnified and held harmless
by the Company against and from any loss, cost, liability, or expense (including attorneys’ fees) that may be imposed upon
or incurred by such Indemnifiable Person in connection with or resulting from any action, suit or proceeding to which such Indemnifiable
Person may be a party or in which such Indemnifiable Person may be involved by reason of any action taken or omitted to be taken
under the Plan or any Award Agreement and against and from any and all amounts paid by such Indemnifiable Person with the Company’s
approval, in settlement thereof, or paid by such Indemnifiable Person in satisfaction of any judgment in any such action, suit
or proceeding against such Indemnifiable Person, provided, that the Company shall have the right, at its own expense, to
assume and defend any such action, suit or proceeding and once the Company gives notice of its intent to assume the defense, the
Company shall have sole control over such defense with counsel of the Company’s choice. The foregoing right of indemnification
shall not be available to an Indemnifiable Person to the extent that a final judgment or other final adjudication (in either case
not subject to further appeal) binding upon such Indemnifiable Person determines that the acts or omissions of such Indemnifiable
Person giving rise to the indemnification claim resulted from such Indemnifiable Person’s fraud, gross negligence or willful
criminal act or omission or that such right of indemnification is otherwise prohibited by law or by the Company’s Certificate
of Incorporation or Bylaws. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification
to which such Indemnifiable Persons may be entitled under the Company’s Certificate of Incorporation or Bylaws or as a matter
of law or otherwise, or any other power that the Company may have to indemnify such Indemnifiable Persons or hold them harmless.


 


(f)       Notwithstanding
anything to the contrary contained in the Plan, the Board may, in its sole discretion, at any time and from time to time, grant
Awards and administer the Plan with respect to such Awards. In any such case, the Board shall have all the authority granted to
the Committee under the Plan.


 


5.      Grant
of Awards; Shares Subject to the Plan; Limitations.


 


(a)       The
Committee may, from time to time, grant Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Stock Bonus
Awards, Dividend Equivalents and/or Performance Compensation Awards to one or more Eligible Persons.


 


(b)       Subject
to Section 12 of the Plan, the number of Shares which may be issued from time to time pursuant to this Plan shall be the sum of:
(i) 17,500,000 shares of Common Stock and (ii) any shares of Common Stock that are represented by awards granted under the Company’s
Amended and Restated 2014 Stock Award Plan 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 May 31, 2018. In addition, no more
than 17,500,000 shares of Common Stock may be issued upon the exercise of Incentive Stock Options.


 


(c)       Notwithstanding
the foregoing, 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 $100,000 (except that the foregoing limitation shall not apply to Awards made pursuant to an election
by a non-employee director to receive the Award in lieu of cash for all or a portion of cash fees to be received for service on
the Board of Directors or any committee thereof). In addition, in the case of Incentive Stock Options, the foregoing provisions
shall be subject to any limitations under the Code.


 


(d)       Shares
of Common Stock used to pay the required Exercise Price or tax obligations, or shares not issued in connection with the settlement
of an Option or SAR or that are used or withheld to satisfy tax obligations of the Participant shall not be available again for
other Awards under the Plan. Shares repurchased by the Company with the proceeds of an Option Exercise Price may not be reissued
under the Plan. Shares underlying any Awards under this Plan that are forfeited, cancelled, expire unexercised will be available
again for Awards under the Plan.


 


(e)       Shares
of Common Stock delivered by the Company in settlement of Awards may be authorized and unissued shares, shares held in the treasury
of the Company, shares purchased on the open market or by private purchase, or a combination of the foregoing.


 


6.      Eligibility.
Participation shall be limited to Eligible Persons who have entered into an Award Agreement or who have received written notification
from the Committee, or from a person designated by the Committee, that they have been selected to participate in the Plan.


 






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7.      Options.


 


(a)       Generally.
Each Option granted under the Plan shall be evidenced by an Award Agreement. Each Option so granted shall be subject to the conditions
set forth in this Section 7, and to such other conditions not inconsistent with the Plan as may be reflected in the applicable
Award Agreement. All Options granted under the Plan shall be Nonqualified Stock Options unless the applicable Award Agreement
expressly states that the Option is intended to be an Incentive Stock Option. Incentive Stock Options shall be granted only to
Eligible Persons who are employees of the Company or any “parent corporation” or “subsidiary corporation”
thereof within the meaning of Section 424(e) and 424(f), respectively, of the Code, and no Incentive Stock Option shall be granted
to any Eligible Person who is ineligible to receive an Incentive Stock Option under the Code. In the case of an Incentive Stock
Option, the terms and conditions of such grant shall be subject to and comply with such rules as may be prescribed by Section
422 of the Code. If for any reason an Option intended to be an Incentive Stock Option (or any portion thereof) shall not qualify
as an Incentive Stock Option, then, to the extent of such non-qualification, such Option or portion thereof shall be regarded
as a Nonqualified Stock Option appropriately granted under the Plan.


 


(b)       Exercise
Price. Except as otherwise provided by the Committee in the case of Substitute Awards, the exercise price (“Exercise
Price”) per share of Common Stock for each Option shall not be less than 100% of the Fair Market Value of such share
(determined as of the Date of Grant); provided, however, that in the case of an Incentive Stock Option granted to
an employee who, at the time of the grant of such Option, owns stock representing more than 10% of the voting power of all classes
of stock of the Company or any “parent corporation” or “subsidiary corporation” thereof within the meaning
of Section 424(e) and 424(f), respectively, of the Code, the Exercise Price per share shall not be less than 110% of the Fair
Market Value per share on the Date of Grant; and provided, further, that a Nonqualified Stock Option may be granted
with an Exercise Price lower than that set forth herein if such Option is granted pursuant to an assumption or substitution for
another option in a manner satisfying the provisions of Section 424(a) and Section 409A of the Code.


 


(c)       Vesting
and Expiration. Options shall vest and become exercisable in such manner and on such date or dates determined by the Committee
and shall expire after such period, not to exceed ten years, as may be determined by the Committee (the “Option Period”);
provided, that if the Option Period (other than in the case of an Incentive Stock Option) would expire at a time when trading
in the shares of Common Stock is prohibited by the Company’s insider trading policy (or Company-imposed “blackout
period”), the Option Period shall be automatically extended until the 30th day following the expiration of such prohibition;
provided, however, that the Option Period shall not exceed five years from the Date of Grant in the case of an Incentive
Stock Option granted to a Participant who on the Date of Grant owns stock representing more than 10% of the voting power of all
classes of stock of the Company or any of its Affiliates; provided, further, that notwithstanding any vesting dates
set by the Committee, the Committee may, in its sole discretion, accelerate the exercisability of any Option.


 


(d)       Method
of Exercise and Form of Payment. No shares of Common Stock shall be delivered pursuant to any exercise of an Option until
payment in full of the Exercise Price therefor is received by the Company and the Participant has paid to the Company an amount
equal to any federal, state, local and non-U.S. income and employment taxes required to be withheld. Options that have become
exercisable may be exercised by delivery of written or electronic notice of exercise to the Company in accordance with the terms
of the Option accompanied by payment of the Exercise Price. The Exercise Price shall be payable (i) in cash, check, cash equivalent
and/or shares of Common Stock valued at the Fair Market Value at the time the Option is exercised (including, pursuant to procedures
approved by the Committee, by means of attestation of ownership of a sufficient number of shares of Common Stock in lieu of actual
delivery of such shares to the Company); or (ii) by such other method as the Committee may permit in its sole discretion, including
without limitation: (A) in other property having a fair market value on the date of exercise equal to the Exercise Price, (B)
if there is a public market for the shares of Common Stock at such time, by means of a broker-assisted “cashless exercise”
pursuant to which the Company is delivered a copy of irrevocable instructions to a stockbroker to sell the shares of Common Stock
otherwise deliverable upon the exercise of the Option and to deliver promptly to the Company an amount equal to the Exercise Price,
or (C) by a “net exercise” method whereby the Company withholds from the delivery of the shares of Common Stock for
which the Option was exercised that number of shares of Common Stock having a Fair Market Value equal to the aggregate Exercise
Price for the shares of Common Stock for which the Option was exercised. Any fractional shares of Common Stock shall be settled
in cash. Notwithstanding the foregoing, the Committee may, in its sole discretion, implement a provision in Options providing
that if, on the last day that an Option may be exercised, the Participant has not then exercised such Option, such Option shall
be deemed to have been exercised by the Participant on such last day and the Company shall make the appropriate payment to such
Participant after applying minimum required tax withholding.


 






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(e)       Notification
upon Disqualifying Disposition of an Incentive Stock Option. Each Participant awarded an Incentive Stock Option under
the Plan shall notify the Company in writing immediately after the date he makes a disqualifying disposition of any Common Stock
acquired pursuant to the exercise of such Incentive Stock Option. A disqualifying disposition is any disposition (including, without
limitation, any sale) of such Common Stock before the later of (A) two years after the Date of Grant of the Incentive Stock Option
or (B) one year after the date of exercise of the Incentive Stock Option.


 


(f)       Compliance
With Laws, etc. Notwithstanding the foregoing, in no event shall a Participant be permitted to exercise an Option in a
manner that the Committee determines would violate the Sarbanes-Oxley Act of 2002, or any other applicable law or the applicable
rules and regulations of the SEC or the applicable rules and regulations of any securities exchange or inter-dealer quotation
system on which the securities of the Company are listed or traded.


 


8.       Stock
Appreciation Rights.


 


(a)       Generally.
Each SAR granted under the Plan shall be evidenced by an Award Agreement. Each SAR so granted shall be subject to the conditions
set forth in this Section 8, and to such other conditions not inconsistent with the Plan as may be reflected in the applicable
Award Agreement. Any Option granted under the Plan may include tandem SARs. The Committee also may award SARs to Eligible Persons
independent of any Option.


 


(b)       Vesting
and Expiration. A SAR granted in connection with an Option shall become exercisable and shall expire according to the
same vesting schedule and expiration provisions as the corresponding Option. A SAR granted independent of an Option shall vest
and become exercisable and shall expire in such manner and on such date or dates determined by the Committee and shall expire
after such period, not to exceed ten years, as may be determined by the Committee (the “SAR Period”); provided,
however, that notwithstanding any vesting dates set by the Committee, the Committee may, in its sole discretion, accelerate
the exercisability of any SAR.


 


(c)       Method
of Exercise. SARs that have become exercisable may be exercised by delivery of written or electronic notice of exercise
to the Company in accordance with the terms of the Award, specifying the number of SARs to be exercised and the date on which
such SARs were awarded. Notwithstanding the foregoing, if on the last day of the Option Period (or in the case of a SAR independent
of an option, the SAR Period), the Fair Market Value exceeds the Strike Price, the Participant has not exercised the SAR or the
corresponding Option (if applicable), and neither the SAR nor the corresponding Option (if applicable) has expired, such SAR shall
be deemed to have been exercised by the Participant on such last day and the Company shall make the appropriate payment therefor.


 


(d)       Payment.
Upon the exercise of a SAR, the Company shall pay to the Participant an amount equal to the number of shares subject to the SAR
that are being exercised multiplied by the excess, if any, of the Fair Market Value of one share of Common Stock on the exercise
date over the Strike Price, less an amount equal to any federal, state, local and non-U.S. income and employment taxes required
to be withheld. The Company shall pay such amount in cash, in shares of Common Stock valued at Fair Market Value, or any combination
thereof, as determined by the Committee at the Date of Grant. Any fractional shares of Common Stock shall be settled in cash.


 






    	 	8	 



    


    

 


9.       Restricted
Stock and Restricted Stock Units.


 


(a)       Generally.
Each grant of Restricted Stock and Restricted Stock Units shall be evidenced by an Award Agreement. Each such grant shall be subject
to the conditions set forth in this Section 9, and to such other conditions not inconsistent with the Plan as may be reflected
in the applicable Award Agreement.


 


(b)       Book
Entry and Stock Certificates; Escrow or Similar Arrangement. Upon the grant of Restricted Stock, the Committee shall cause
a stock certificate registered in the name of the Participant to be issued, or shall cause share(s) of Common Stock to be registered
in the name of the Participant and held in book-entry form subject to the Company’s directions, and, if the Committee determines
that the Restricted Stock shall be held by the Company or in escrow rather than delivered to the Participant pending the release
of the applicable restrictions, the Committee may require the Participant to additionally execute and deliver to the Company (i)
an escrow agreement satisfactory to the Committee, if applicable, and (ii) the appropriate stock power (endorsed in blank) with
respect to the Restricted Stock covered by such agreement. If a Participant shall fail to execute an agreement evidencing an Award
of Restricted Stock and, if applicable, an escrow agreement and blank stock power within the amount of time specified by the Committee,
the Award shall be null and void. Subject to the restrictions set forth in this Section 9 and the applicable Award Agreement,
the Participant generally shall have the rights and privileges of a stockholder as to such Restricted Stock, including without
limitation the right to vote such Restricted Stock. To the extent shares of Restricted Stock are forfeited, any stock certificates
issued to the Participant evidencing such shares shall be returned to the Company, and all rights of the Participant to such shares
and as a stockholder with respect thereto shall terminate without further obligation on the part of the Company.


 


(c)       Vesting.
The Restricted Period shall lapse in such manner and on such date or dates or upon the attainment of such Performance Goals
determined by the Committee; provided, however, that notwithstanding any vesting dates set by the Committee, the Committee
may, in its sole discretion, accelerate the vesting of any Restricted Stock or Restricted Stock Units.


 


(d)       Delivery
of Restricted Stock and Settlement of Restricted Stock Units.


 


(i)       Upon
the expiration of the Restricted Period with respect to any shares of Restricted Stock, the restrictions set forth in the applicable
Award Agreement shall be of no further force or effect with respect to such shares, except as set forth in the applicable Award
Agreement. If an escrow arrangement is used, upon such expiration, the Company shall deliver to the Participant, or his beneficiary,
without charge, the stock certificate evidencing the shares of Restricted Stock that have not then been forfeited and with respect
to which the Restricted Period has expired (rounded down to the nearest full share). Dividends, if any, that may have been withheld
by the Committee and attributable to any particular share of Restricted Stock shall be distributed to the Participant in cash
or, at the sole discretion of the Committee, in shares of Common Stock having a Fair Market Value equal to the amount of such
dividends, upon the release of restrictions on such share and, if such share is forfeited, the Participant shall have no right
to such dividends.


 


(ii)       Unless
otherwise provided by the Committee in an Award Agreement, upon the expiration of the Restricted Period with respect to any outstanding
Restricted Stock Units, the Company shall deliver to the Participant, or his beneficiary, without charge, one share of Common
Stock for each such outstanding Restricted Stock Unit; provided, however, that the Committee may, in its sole discretion,
allow Participants to elect to defer the delivery of Common Stock beyond the expiration of the Restricted Period in compliance
with Section 409A of the Code.


 


(e)       Legends
on Restricted Stock. Each certificate representing Restricted Stock awarded under the Plan shall bear a legend substantially
in the form of the following in addition to any other information the Company deems appropriate until the lapse of all restrictions
with respect to such Common Stock:


 


TRANSFER
OF THIS CERTIFICATE AND THE SHARES REPRESENTED HEREBY IS RESTRICTED PURSUANT TO THE TERMS OF THE CORINDUS VASCULAR ROBOTICS, INC.
2018 STOCK AWARD PLAN AND A RESTRICTED STOCK AWARD AGREEMENT, BETWEEN CORINDUS VASCULAR ROBOTICS, INC. AND PARTICIPANT. A COPY
OF SUCH PLAN AND AWARD AGREEMENT IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF CORINDUS VASCULAR ROBOTICS, INC.


 






    	 	9	 



    


    

 


10.      Stock
Bonus Awards; Dividend Equivalents.


 


(a)       Stock
Bonus Awards. The Committee may issue unrestricted Common Stock, or other Awards denominated in Common Stock, under the
Plan to Eligible Persons, either alone or in tandem with other awards, in such amounts as the Committee shall from time to time
in its sole discretion determine. Each Stock Bonus Award granted under the Plan shall be evidenced by an Award Agreement. Each
Stock Bonus Award so granted shall be subject to such conditions not inconsistent with the Plan as may be reflected in the applicable
Award Agreement.


 


(b)       Dividend
Equivalents. Dividend Equivalents may be granted by the Committee based on dividends declared on the Common Stock, to
be credited as of dividend payment dates during the period between the date an Award is granted to a Participant and the date
such Award vests, is exercised, is distributed or expires, as determined by the Committee. Such Dividend Equivalents shall be
converted to cash or additional shares of Common Stock by such formula and at such time and subject to such limitations as may
be determined by the Committee; provided, however, that Dividend Equivalents with respect to an Award that are based on dividends
paid prior to the vesting of such Award shall only be paid out to the Participant to the extent that the vesting conditions are
subsequently satisfied and the Award vests. No Dividend Equivalent shall be payable with respect to any Award unless specified
by the Committee in the Award Agreement.


 


11.      Performance
Compensation Awards.


 


(a)       Generally.
The Committee shall have the authority, at the time of grant of any Award described in Sections 7 through 10 of the Plan, to designate
such Award as a Performance Compensation Award.


 


(b)       Discretion
of Committee with Respect to Performance Compensation Awards. With regard to a particular Performance Compensation Award,
the Committee shall have sole discretion to determine the type(s) of Performance Compensation Awards to be issued, the length
of the Performance Period, and the applicable Performance Goals, in its sole discretion, and all as set forth in the applicable
Award Agreement.


 


(c)       Modification
of Performance Goals. The Committee has the authority to make any adjustments and take any other 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 as described in Section 12) provided
that any such actions do not otherwise violate the terms of the Plan.


 


(d)       Payment
of Performance Compensation Awards.


 


(i)       Condition
to Receipt of Payment. Unless otherwise provided in the applicable Award Agreement, a Participant must be employed by
the Company or its Affiliates on the last day of a Performance Period to be eligible for payment in respect of a Performance Compensation
Award for such Performance Period.


 


(ii)       Limitation.
A Participant shall be eligible to receive payment in respect of a Performance Compensation Award only to the extent that: (A)
the Performance Goals for such period are achieved; and (B) all or some of the portion of such Participant’s Performance
Compensation Award has been earned for the Performance Period.


 


(iii)       Certification.
Following the completion of a Performance Period, the Committee shall review and certify in writing whether, and to what extent,
the Performance Goals for the Performance Period have been achieved and, if so, calculate and certify in writing that amount of
the Performance Compensation Awards earned for the period. The Committee shall then determine the amount of each Participant’s
Performance Compensation Award actually payable for the Performance Period. No Performance Compensation Award will be issued for
such Performance Period until such certification is made by the Committee. The number of shares issues in respect of a Performance
Compensation 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
issued pursuant to Section 12 of the Plan) or Dividends Equivalents that accrue shall only be paid with respect to the number
of shares earned under a Performance Compensation Award.


 






    	 	10	 



    


    

 


12.      Changes
in Capital Structure and Similar Events. In the event of (a) any stock dividend, extraordinary cash dividend or other
distribution (whether in the form of securities or other property), recapitalization, stock split, reverse stock split, reorganization,
merger, consolidation, split-up, split-off, combination, repurchase or exchange of shares of Common Stock or other securities
of the Company, issuance of warrants or other rights to acquire shares of Common Stock or other securities of the Company, or
other similar corporate transaction or event (including, without limitation, a Change in Control) that affects the shares of Common
Stock, or (b) unusual or nonrecurring events (including, without limitation, a Change in Control) affecting the Company, any of
its Affiliates, or the financial statements of the Company or any of its Affiliates, or changes in applicable rules, rulings,
regulations or other requirements of any governmental body or securities exchange or inter-dealer quotation system, accounting
principles or law, such that in either case an adjustment is determined by the Committee in its sole discretion to be necessary
or appropriate, then the Committee shall make any such adjustments in such manner as it may deem equitable, including without
limitation any or all of the following:


 


(i)       adjusting
any or all of (A) the number of shares of Common Stock or other securities of the Company (or number and kind of other securities
or other property) that may be delivered in respect of Awards or with respect to which Awards may be granted under the Plan (including,
without limitation, adjusting any or all of the limitations under Section 5 of the Plan) and (B) the terms of any outstanding
Award, including, without limitation, (1) the number of shares of Common Stock or other securities of the Company (or number and
kind of other securities or other property) subject to outstanding Awards or to which outstanding Awards relate, (2) the Exercise
Price or Strike Price with respect to any Award or (3) any applicable performance measures (including, without limitation, Performance
Criteria and Performance Goals);


 


(ii)       subject
to any limitations or reductions as may be necessary to comply with Section 409A of the Code and the regulations thereunder, providing
for a substitution or assumption of Awards, accelerating the exercisability of, lapse of restrictions on, or termination of, Awards
or providing for a period of time for exercise prior to the occurrence of such event; and


 


(iii)      subject
to any limitations or reductions as may be necessary to comply with Section 409A of the Code and the regulations thereunder, cancelling
any one or more outstanding Awards and causing to be paid to the holders thereof, in cash, shares of Common Stock, other securities
or other property, or any combination thereof, the value of such Awards, if any, as determined by the Committee (which if applicable
may be based upon the price per share of Common Stock received or to be received by other stockholders of the Company in such
event), including without limitation, in the case of any outstanding Option or SAR, a cash payment in an amount equal to the excess,
if any, of the Fair Market Value (as of a date specified by the Committee) of the shares of Common Stock subject to such Option
or SAR over the aggregate Exercise Price or Strike Price of such Option or SAR, respectively (it being understood that, in such
event, any Option or SAR having a per share Exercise Price or Strike Price equal to, or in excess of, the Fair Market Value of
a share of Common Stock subject thereto may be canceled and terminated without any payment or consideration therefor), or, in
the case of any outstanding Restricted Stock, Restricted Stock Unit, Stock Bonus Award, or other Award denominated in Common Stock,
a cash payment or equity subject to deferred vesting and delivery consistent with the vesting restrictions applicable to such
Award or the underlying shares of Common Stock subject thereto.


 


For
the avoidance of doubt, in the case of any “equity restructuring” (within the meaning of the Financial Accounting
Standards Board (FASB) Statement of Financial Accounting Standards Codification Topic 718, Stock Compensation), the Committee
shall make an equitable or proportionate adjustment to outstanding Awards to reflect such equity restructuring. Any adjustment
in Incentive Stock Options under this Section 12 (other than any cancellation of Incentive Stock Options) shall be made only to
the extent not constituting a “modification” within the meaning of Section 424(h)(3) of the Code, and any adjustments
under this Section 12 shall be made in a manner that does not adversely affect the exemption provided pursuant to Rule 16b-3 under
the Exchange Act, to the extent applicable. The Company shall give each Participant notice of an adjustment hereunder and, upon
notice, such adjustment shall be conclusive and binding for all purposes.


 






    	 	11	 



    


    

 


13.       Effect
of Change in Control. Except to the extent otherwise provided in an Award Agreement, in the event of a Change in Control,
notwithstanding any provision of the Plan to the contrary, the Committee may provide that, with respect to all or any portion
of a particular outstanding Award or Awards:


 


(a)       the
then outstanding Options and SARs shall become immediately exercisable as of a time prior to the Change in Control;


 


(b)       the
Restricted Period shall expire as of a time prior to the Change in Control (including without limitation a waiver of any applicable
Performance Goals);


 


(c)       Performance
Periods in effect on the date the Change in Control occurs shall end on such date, and (i) determine the extent to which Performance
Goals with respect to each such Performance Period have been met based upon such audited or unaudited financial information or
other information then available as it deems relevant and (ii) cause the Participant to receive partial or full payment of Awards
for each such Performance Period based upon the Committee’s determination of the degree of attainment of the Performance
Goals, or by assuming that the applicable “target” levels of performance have been attained or on such other basis
determined by the Committee; and


 


(d)       cause
Awards previously deferred to be settled in full as soon as practicable.


 


To
the extent practicable, any actions taken by the Committee under the immediately preceding clauses (a) through (d) shall occur
in a manner and at a time which allows affected Participants the ability to participate in the Change in Control transactions
with respect to the Common Stock subject to their Awards.


 


14.       Amendments
and Termination.


 


(a)       Amendment
and Termination of the Plan. The Board may amend, alter, suspend, discontinue, or terminate the Plan or any portion thereof
at any time; provided, that (i) no amendment to Section 4(e) shall apply with respect to any action or omitted to be taken
by an Indemnifiable Person under the Plan or any Award Agreement prior to such amendment; (ii) no amendment to Section 14(b) (to
the extent required by the proviso in such Section 14(b)) shall be made without stockholder approval and (iii) no such amendment,
alteration, suspension, discontinuation or termination shall be made without stockholder approval if such approval is necessary
to comply with any tax or regulatory requirement applicable to the Plan (including, without limitation, as necessary to comply
with any rules or requirements of any securities exchange or inter-dealer quotation system on which the shares of Common Stock
may be listed or quoted; provided, further, that any such amendment, alteration, suspension, discontinuance or termination
that would materially and adversely affect the rights of any Participant or any holder or beneficiary of any Award theretofore
granted shall not to that extent be effective without the written consent of the affected Participant, holder or beneficiary.


 


(b)       Amendment
of Award Agreements. The Committee may, to the extent consistent with the terms of any applicable Award Agreement, waive
any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, any Award theretofore
granted or the associated Award Agreement, prospectively or retroactively; provided, that any such waiver, amendment, alteration,
suspension, discontinuance, cancellation or termination that would materially and adversely affect the rights of any Participant
with respect to any Award theretofore granted shall not to that extent be effective without the written consent of the affected
Participant; provided, further, that without stockholder approval, except as otherwise permitted under Section 12
of the Plan, (i) no amendment or modification may reduce the Exercise Price of any Option or the Strike Price of any SAR, and
(ii) the Committee may not cancel any outstanding Option or SAR in order to replace it with a new Option, SAR or other Award,
and the Committee may not take any other action that is considered a “repricing” for purposes of the stockholder approval
rules of the applicable securities exchange or inter-dealer quotation system on which the Common Stock is listed or quoted.


 


(c)       Extension
of Termination Date. If the exercise of the Option following the termination of the Participant’s employment or
service (other than upon the Participant’s death or Disability) would be prohibited at any time solely because the issuance
of shares of Common Stock would violate the registration requirements under the Securities Act, or any other requirements of applicable
law, then the Option shall terminate on the earlier of (i) the expiration of the term of the Option set forth in Section 7(c)
and (ii) the expiration of a period of 30 days after the termination of the Participant’s employment or service during which
the exercise of the Option would not be in violation of such registration requirements or other applicable requirements.


 






    	 	12	 



    


    

 


(d)       Restriction
on Grant of Awards. No Awards may be granted during any period of suspension or after termination of the Plan, and in
no event may any Award be granted under the Plan after the tenth anniversary of the Effective Date.


 


15.       General.


 


(a)       Award
Agreements. Each Award under the Plan shall be evidenced by an Award Agreement, which shall be delivered to the Participant
(whether in paper or electronic medium (including email or the posting on a web site maintained by the Company or a third party
under contract with the Company)) and shall specify the terms and conditions of the Award and any rules applicable thereto, including
without limitation, the effect on such Award of the death, Disability or termination of employment or service of a Participant,
or of such other events as may be determined by the Committee. The terms of any Award issued hereunder shall be binding upon the
executors, administrators, beneficiaries, successors and assigns of the Participant.


 


(b)       Nontransferability.


 


(i)       Each
Award shall be exercisable only by a Participant during the Participant’s lifetime, or, if permissible under applicable
law, by the Participant’s legal guardian or representative. No Award may be assigned, alienated, pledged, attached, sold
or otherwise transferred or encumbered by a Participant other than by will or by the laws of descent and distribution and any
such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against
the Company or any of its Affiliates; provided, that the designation of a beneficiary shall not constitute an assignment,
alienation, pledge, attachment, sale, transfer or encumbrance.


 


(ii)      Notwithstanding
the foregoing, the Committee may, in its sole discretion, permit Awards (other than Incentive Stock Options) to be transferred
by a Participant, without consideration, subject to such rules as the Committee may adopt consistent with any applicable Award
Agreement to preserve the purposes of the Plan, to: (A) any person who is a “family member” of the Participant, as
such term is used in the instructions to Form S-8 under the Securities Act (collectively, the “Immediate Family Members”);
(B) a trust solely for the benefit of the Participant and his or her Immediate Family Members; or (C) a partnership or limited
liability company whose only partners or stockholders are the Participant and his or her Immediate Family Members; or (D) any
other transferee as may be approved either (I) by the Board or the Committee in its sole discretion, or (II) as provided in the
applicable Award Agreement (each transferee described in clauses (A), (B) (C) and (D) above is hereinafter referred to as a “Permitted
Transferee”); provided, that the Participant gives the Committee advance written notice describing the terms
and conditions of the proposed transfer and the Committee notifies the Participant in writing that such a transfer would comply
with the requirements of the Plan.


 


(iii)     The
terms of any Award transferred in accordance with the immediately preceding sentence shall apply to the Permitted Transferee and
any reference in the Plan, or in any applicable Award Agreement, to a Participant shall be deemed to refer to the Permitted Transferee,
except that (A) Permitted Transferees shall not be entitled to transfer any Award, other than by will or the laws of descent and
distribution; (B) Permitted Transferees shall not be entitled to exercise any transferred Option unless there shall be in effect
a registration statement on an appropriate form covering the shares of Common Stock to be acquired pursuant to the exercise of
such Option if the Committee determines, consistent with any applicable Award Agreement, that such a registration statement is
necessary or appropriate; (C) the Committee or the Company shall not be required to provide any notice to a Permitted Transferee,
whether or not such notice is or would otherwise have been required to be given to the Participant under the Plan or otherwise;
and (D) the satisfaction of any applicable vesting conditions and consequences of the termination of the Participant’s employment
by, or services to, the Company or one of its Affiliates under the terms of the Plan and the applicable Award Agreement shall
continue to be applied with respect to the Participant, including, without limitation, that an Option or SAR shall be exercisable
by the Permitted Transferee only if such Option or SAR has vested due to the Participant’s satisfaction of the applicable
vesting criteria and only to the extent, and for the periods, specified in the Plan and the applicable Award Agreement.


 






    	 	13	 



    


    

 


(c)       Tax
Withholding.


 


(i)       A
Participant shall be required to pay to the Company or any of its Affiliates, and the Company or any of its Affiliates shall have
the right and is hereby authorized to withhold, from any cash, shares of Common Stock, other securities or other property deliverable
under any Award or from any compensation or other amounts owing to a Participant, the amount (in cash, Common Stock, other securities
or other property) of any required withholding taxes in respect of an Award, its exercise, or any payment or transfer under an
Award or under the Plan and to take such other action as may be necessary in the opinion of the Committee or the Company to satisfy
all obligations for the payment of such withholding and taxes.


 


(ii)      Without
limiting the generality of clause (i) above, the Committee may, in its sole discretion, permit a Participant to satisfy, in whole
or in part, the foregoing withholding liability by (A) the delivery of shares of Common Stock owned by the Participant having
a Fair Market Value equal to such withholding liability or (B) having the Company withhold from the number of shares of Common
Stock otherwise issuable or deliverable pursuant to the exercise or settlement of the Award a number of shares with a Fair Market
Value equal to such withholding liability (but no more than the minimum required statutory withholding liability).


 


(d)       No
Claim to Awards; No Rights to Continued Employment; Waiver. No employee of the Company or any of its Affiliates, or other
person, shall have any claim or right to be granted an Award under the Plan or, having been selected for the grant of an Award,
to be selected for a grant of any other Award. There is no obligation for uniformity of treatment of Participants or holders or
beneficiaries of Awards. The terms and conditions of Awards and the Committee’s determinations and interpretations with
respect thereto need not be the same with respect to each Participant and may be made selectively among Participants, whether
or not such Participants are similarly situated. Neither the Plan nor any action taken hereunder shall be construed as giving
any Participant any right to be retained in the employ or service of the Company or any of its Affiliates, nor shall it be construed
as giving any Participant any rights to continued service on the Board. The Company or any of its Affiliates may at any time dismiss
a Participant from employment or discontinue any consulting relationship, free from any liability or any claim under the Plan,
unless otherwise expressly provided in the Plan or any Award Agreement. By accepting an Award under the Plan, a Participant shall
thereby be deemed to have waived any claim to continued exercise or vesting of an Award or to damages or severance entitlement
related to non-continuation of the Award beyond the period provided under the Plan or any Award Agreement, notwithstanding any
provision to the contrary in any written employment contract or other agreement between the Company and its Affiliates and the
Participant, whether any such agreement is executed before, on or after the Date of Grant.


 


(e)       International
Participants. With respect to Participants who reside or work outside of the United States of America, the Committee may
in its sole discretion amend the terms of the Plan or outstanding Awards with respect to such Participants in order to conform
such terms with the requirements of local law or to obtain more favorable tax or other treatment for a Participant, the Company
or its Affiliates.


 


(f)       Designation
and Change of Beneficiary. Each Participant may file with the Committee a written designation of one or more persons as
the beneficiary(ies) who shall be entitled to receive the amounts payable with respect to an Award, if any, due under the Plan
upon his death. A Participant may, from time to time, revoke or change his beneficiary designation without the consent of any
prior beneficiary by filing a new designation with the Committee. The last such designation received by the Committee shall be
controlling; provided, however, that no designation, or change or revocation thereof, shall be effective unless
received by the Committee prior to the Participant’s death, and in no event shall it be effective as of a date prior to
such receipt. If no beneficiary designation is filed by a Participant, the beneficiary shall be deemed to be his or her spouse
or, if the Participant is unmarried at the time of death, his or her estate.


 


(g)       Termination
of Employment/Service. Unless determined otherwise by the Committee: (i) neither a temporary absence from employment or
service due to illness, vacation or leave of absence nor a transfer from employment or service with the Company to employment
or service with any of its Affiliates (or vice-versa) shall be considered a termination of employment or service with the Company
or such Affiliate; and (ii) if a Participant’s employment with the Company and its Affiliates terminates, but such Participant
continues to provide services to the Company and its Affiliates in a non-employee capacity (or vice-versa), such change in status
shall not be considered a termination of employment with the Company and its Affiliates.


 






    	 	14	 



    


    

 


(h)       No
Rights as a Stockholder. Except as otherwise specifically provided in the Plan or any Award Agreement, no person shall
be entitled to the privileges of ownership in respect of shares of Common Stock that are subject to Awards hereunder until such
shares have been issued or delivered to that person or registered in the name of that person in book-entry form.


 


(i)       Government
and Other Regulations.


 


 (i)       The
obligation of the Company to settle Awards in Common Stock or other consideration shall be subject to all applicable laws, rules,
and regulations, and to such approvals by governmental agencies as may be required. Notwithstanding any terms or conditions of
any Award to the contrary, the Company shall be under no obligation to offer to sell or to sell, and shall be prohibited from
offering to sell or selling, any shares of Common Stock pursuant to an Award unless such shares have been properly registered
for sale pursuant to the Securities Act with the SEC or unless the Company has received an opinion of counsel, satisfactory to
the Company, that such shares may be offered or sold without such registration pursuant to an available exemption therefrom and
the terms and conditions of such exemption have been fully complied with. The Company shall be under no obligation to register
for sale under the Securities Act any of the shares of Common Stock to be offered or sold under the Plan. The Committee shall
have the authority to provide that all certificates for shares of Common Stock or other securities of the Company or any of its
Affiliates delivered under the Plan shall be subject to such stop transfer orders and other restrictions as the Committee may
deem advisable under the Plan, the applicable Award Agreement, the federal securities laws, or the rules, regulations and other
requirements of the SEC, any securities exchange or inter-dealer quotation system upon which such shares or other securities are
then listed or quoted and any other applicable federal, state, local or non-U.S. laws, and, without limiting the generality of
Section 9 of the Plan, the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference
to such restrictions. Notwithstanding any provision in the Plan to the contrary, the Committee reserves the right to add any additional
terms or provisions to any Award granted under the Plan that it in its sole discretion deems necessary or advisable in order that
such Award complies with the legal requirements of any governmental entity to whose jurisdiction the Award is subject.


 


 (ii)       The
Committee may cancel an Award or any portion thereof if it determines, in its sole discretion, that legal or contractual restrictions
and/or blockage and/or other market considerations would make the Company’s acquisition of shares of Common Stock from the
public markets, the Company’s issuance of Common Stock to the Participant, the Participant’s acquisition of Common
Stock from the Company and/or the Participant’s sale of Common Stock to the public markets, illegal or impractical after
the Company has used commercially reasonable efforts to comply with applicable law. If the Committee determines to cancel all
or any portion of an Award in accordance with the foregoing, the Company shall pay to the Participant an amount equal to the excess
of (A) the aggregate Fair Market Value of the shares of Common Stock subject to such Award or portion thereof canceled (determined
as of the applicable exercise date, or the date that the shares would have been vested or delivered, as applicable), over (B)
the aggregate Exercise Price or Strike Price (in the case of an Option or SAR, respectively) or any amount payable as a condition
of delivery of shares of Common Stock (in the case of any other Award). Such amount shall be delivered to the Participant as soon
as practicable following the cancellation of such Award or portion thereof.


 


(j)       Payments
to Persons Other Than Participants. If the Committee shall find that any person to whom any amount is payable under the
Plan is unable to care for his affairs because of illness or accident, or is a minor, or has died, then any payment due to such
person or his estate (unless a prior claim therefor has been made by a duly appointed legal representative) may, if the Committee
so directs the Company, be paid to his spouse, child, relative, an institution maintaining or having custody of such person, or
any other person deemed by the Committee to be a proper recipient on behalf of such person otherwise entitled to payment. Any
such payment shall be a complete discharge of the liability of the Committee and the Company therefor.


 


(k)       Nonexclusivity
of the Plan. Neither the adoption of this Plan by the Board nor the submission of this Plan to the stockholders of the
Company for approval shall be construed as creating any limitations on the power of the Board to adopt such other incentive arrangements
as it may deem desirable, including, without limitation, the granting of stock options or other awards otherwise than under this
Plan, and such arrangements may be either applicable generally or only in specific cases.


 






    	 	15	 



    


    

 


(l)       No
Trust or Fund Created. Neither the Plan nor any Award shall create or be construed to create a trust or separate fund
of any kind or a fiduciary relationship between the Company or any of its Affiliates, on the one hand, and a Participant or other
person or entity, on the other hand. No provision of the Plan or any Award shall require the Company, for the purpose of satisfying
any obligations under the Plan, to purchase assets or place any assets in a trust or other entity to which contributions are made
or otherwise to segregate any assets, nor shall the Company maintain separate bank accounts, books, records or other evidence
of the existence of a segregated or separately maintained or administered fund for such purposes. Participants shall have no rights
under the Plan other than as unsecured general creditors of the Company, except that insofar as they may have become entitled
to payment of additional compensation by performance of services, they shall have the same rights as other employees under general
law.


 


(m)       Reliance
on Reports. Each member of the Committee and each member of the Board shall be fully justified in acting or failing to
act, as the case may be, and shall not be liable for having so acted or failed to act in good faith, in reliance upon any report
made by the independent public accountant of the Company and its Affiliates and/or any other information furnished in connection
with the Plan by any agent of the Company or the Committee or the Board, other than himself.


 


(n)       Relationship
to Other Benefits. No payment under the Plan shall be taken into account in determining any benefits under any pension,
retirement, profit sharing, group insurance or other benefit plan of the Company except as otherwise specifically provided in
such other plan.


 


(o)       Governing
Law. Except to the extent that provisions of the Plan are governed by applicable provisions of the Code, the Exchange
Act or other substantive provisions of federal law, the Plan shall be governed by and construed in accordance with the internal
laws of the State of Delaware without giving effect to the conflict of laws provisions thereof.


 


(p)       Severability.
If any provision of the Plan or any Award or Award Agreement is or becomes or is deemed to be invalid, illegal, or unenforceable
in any jurisdiction or as to any person or entity or Award, or would disqualify the Plan or any Award under any law deemed applicable
by the Committee, such provision shall be construed or deemed amended to conform to the applicable laws, or if it cannot be construed
or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such
provision shall be construed or deemed stricken as to such jurisdiction, person or entity or Award and the remainder of the Plan
and any such Award shall remain in full force and effect.


 


(q)       Obligations
Binding on Successors. The obligations of the Company under the Plan shall be binding upon any successor corporation or
organization resulting from the merger, consolidation or other reorganization of the Company, or upon any successor corporation
or organization succeeding to substantially all of the assets and business of the Company.


 


(r)       Other
Agreements. Notwithstanding the above, the Committee may require, as a condition to the grant of and/or the receipt of
shares of Common Stock under an Award, that the Participant execute lock-up, stockholder or other agreements, as it may determine
in its sole and absolute discretion.


 


(s)       Payments.
Participants shall be required to pay, to the extent required by applicable law, any amounts required to receive shares of Common
Stock under any Award made under the Plan.


 






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(t)       Non-Qualified
Deferred Compensation.


 


To
the extent applicable and notwithstanding any other provision of this Plan, this Plan and Awards hereunder shall be administered,
operated and interpreted in accordance with Section 409A of the Code. Notwithstanding any provision of the Plan to the contrary,
in the event that the Committee determines that any amounts payable hereunder will be taxable to a Participant under Section 409A
of the Code prior to the payment and/or delivery to such Participant of such amount, the Company may (i) adopt such amendments
to the Plan and related Award Agreement, and appropriate policies and procedures, including amendments and policies with retroactive
effect, that the Committee determines necessary or appropriate to preserve the intended tax treatment of the benefits provided
by the Plan and Awards hereunder and/or (ii) take such other actions as the Committee determines necessary or appropriate to comply
with the requirements of Section 409A of the Code. No action shall be taken under this Plan which shall cause an Award to fail
to comply with Section 409A of the Code, to the extent applicable to such Award. However, in no event shall any member of the
Board, the Company or any of its Affiliates (including their respective employees, officers, directors or agents) have any liability
to any Participant (or any other person) with respect to this Section 15(t).


 


(i)       With
respect to any Award that is considered “deferred compensation” subject to Section 409A of the Code, references in
the Plan to “termination of employment” (and substantially similar phrases) shall mean “separation from service”
within the meaning of Section 409A of the Code. For purposes of Section 409A of the Code, each of the payments that may be made
in respect of any Award granted under the Plan are designated as separate payments.


 


(ii)       Notwithstanding
anything in the Plan to the contrary, if a Participant is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i)
of the Code, no payments in respect of any Awards that are “deferred compensation” subject to Section 409A of the
Code and which would otherwise be payable upon the Participant’s “separation from service” (as defined in Section
409A of the Code) shall be made to such Participant prior to the date that is six months after the date of such Participant’s
“separation from service” or, if earlier, the Participant’s date of death. Following any applicable six month
delay, all such delayed payments will be paid in a single lump sum, without interest, on the earliest date permitted under Section
409A of the Code that is also a business day.


 


(u)       Claw-back
Provisions. All Awards (including any proceeds, gains or other economic benefit actually or constructively received by
a Participant upon any receipt or exercise of any Award or upon the receipt or resale of any shares of Common Stock underlying
the Award) shall be subject to the provisions of any claw-back policy implemented by the Company, including, without limitation,
any claw-back policy adopted to comply with the requirements of applicable law, including without limitation the Dodd-Frank Wall
Street Reform and Consumer Protection Act and any rules or regulations promulgated thereunder, to the extent set forth in such
claw-back policy and/or in the applicable Award Agreement. The Company shall delay the exercise of its rights under this Section
for such period as may be required to preserve equity accounting treatment.


 


(v)       No
Liability with Respect to Any Corporate Action. Subject to Section 15(u), nothing contained in the Plan or in any Award
Agreement will be construed to prevent the Company or any of its Affiliates from taking any corporate action which is deemed by
the Company or any of its Affiliates to be appropriate or in its best interest, and no Participant or beneficiary of a Participant
will have any claim against the Company or any of its Affiliates as a result of any such corporate action.


 


(w)       Affiliate
Employees. In the case of a grant of an Award to an employee or consultant of any Affiliate of the Company, the Company
may, if the Committee so directs, issue or transfer the shares of Common Stock, if any, covered by the Award to such Affiliate,
for such lawful consideration as the Committee may specify, upon the condition or understanding that the Affiliate will transfer
the shares of Common Stock to the employee or consultant in accordance with the terms of the Award specified by the Committee
pursuant to the provisions of the Plan. All shares of Common Stock underlying Awards that are forfeited or canceled shall revert
to the Company.


 


(x)       Foreign
Employees and Foreign Law Considerations. The Committee may grant Awards to individuals who are eligible to participate
in the plan who are foreign nationals, who are located outside the United States or who are not compensated from a payroll maintained
in the United States, or who are otherwise subject to (or could cause the Company to be subject to) legal or regulatory provisions
of countries or jurisdictions outside the United States, on such terms and conditions different from those specified in the Plan
as may, in the judgment of the Committee, be necessary or desirable to foster and promote achievement of the purposes of the Plan,
and, in furtherance of such purposes, the Committee may make such modifications, amendments, procedures, or subplans as may be
necessary or advisable to comply with such legal or regulatory provisions.


 






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(y)       Expenses;
Gender; Titles and Headings. The expenses of administering the Plan shall be borne by the Company and its Affiliates.
Masculine pronouns and other words of masculine gender shall refer to both men and women. The titles and headings of the sections
in the Plan are for convenience of reference only, and in the event of any conflict, the text of the Plan, rather than such titles
or headings shall control. 


 



*
* *


 






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