**Exhibit 10.2**

**TRIMERIS, INC.**

**AMENDED AND RESTATED STOCK INCENTIVE PLAN**

(formerly, the Trimeris, Inc. New Stock Option Plan) 

1. *Purpose*

The Trimeris, Inc. Amended and Restated Stock Incentive Plan (formerly, the Trimeris, Inc. New Stock OptionPlan) (the “Plan”) is established to advance the interests of the Company’s stockholders by creating an incentive for, and enhancing the Company’s ability to attract, retain and motivate, key employees, directors and consultantsor advisors of Trimeris, Inc. and any successor corporations thereto (collectively, the “Company”) or future parent and/or subsidiary corporations of such corporation (as defined in Sections 424(e) and 424(f) of the Internal Revenue Codeof 1986, as amended, and any regulations promulgated thereunder (the “Code”)) (all of whom, along with the Company, sometimes being individually referred to as a “Participating Company” and collectively referred to as the“Participating Company Group”) by providing such persons with equity ownership opportunities and performance-based incentives and thereby better aligning the interests of such persons with those of the Company’s stockholders.

2. *Eligibility*

Allof the Company’s employees, officers, directors, consultants and advisors are eligible to be granted options, restricted stock or other stock-based awards (each, an “Award”) under the Plan. Any person who has been granted an Awardunder the Plan shall be deemed a “Participant.” The Board of Directors of the Company (the “Board”), in its sole discretion, shall determine which persons shall be granted Awards under the Plan. A director of the Company shall beeligible to be granted an Incentive Stock Option (as hereinafter defined) only if the director is also an employee of the Company. A consultant or advisor to the Company or a non-employee director of the Company shall be eligible to be granted onlyAwards other than Incentive Stock Options. Participants may, if otherwise eligible, be granted additional Awards. Subject to the provisions of Section 4(b) relating to adjustments upon changes in stock, no person shall be eligible to be grantedoptions or restricted stock covering more than five hundred thousand (500,000) shares of the Company’s common stock in any calendar year. 

3. *Administration; Delegation*

(a)*Administration by Board*. The Plan shall be administered by the Board. The Boardshall have authority to grant Awards and to adopt, amend and repeal such administrative rules, guidelines and practices relating to the Plan as it shall deem advisable from time to time. The Board may correct any defect, supply any omission orreconcile any inconsistency in the Plan or any Award in the manner and to the extent it shall deem expedient to carry the Plan into effect and it shall be the sole and final judge of such expediency. No member of the Board shall be liable for anyaction or determination relating to the Plan. All decisions by the Board shall be made in the Board’s sole discretion and shall be final and binding on all persons having or claiming any interest in the Plan or in any Award. No director orperson acting pursuant to the authority delegated by the Board shall be liable for any action or determination under the Plan made in good faith. 

(b) *Delegation to Executive Officers*. To the extent permitted by applicable law, the Board may delegate to one or more executive officers of the Company the power to make Awards and exercise such other powers under the Plan as theBoard may determine, provided that the Board shall fix the maximum number of shares subject to Awards and the maximum number of shares for any one Participant to be made by such executive officers. 

(c) *Appointment of Committees*. To the extent permitted by applicable law, the Board may delegate any or all of its powers under the Plan to one ormore committees or subcommittees of the Board (each, a “Committee”). For so long as the common stock, $.001 par value per share (the “Common Stock”), of the Company is registered under the Securities Exchange Act of 1934 (the“Exchange Act”), the Board shall appoint one such Committee of not less than two members, each member of which shall be a “non-employee director” as defined in Rule 16b-3 promulgated under the Exchange Act. All references in thePlan to the “Board” shall mean a Committee or the Board or the executive officer referred to in Section 3(b) to the extent that the Board’s powers or authority under the Plan have been delegated to such Committee or executiveofficer. 

4. *Stock Available For Awards*

(a) *Number of Shares*. Subject to adjustment under Section 4(b), Awards may be made under the Plan for up to a maximum of Six Million Two-Hundred Fifty-Two Thousand Nine-Hundred and Forty-One(6,252,941) shares of Common Stock, any or all of which can be used for Incentive Stock Options. If any Award expires or is terminated, surrendered or canceled without having been fully exercised or is forfeited in whole or in part or resultsin any Common Stock not being issued, the unused Common Stock covered by such Award shall again be available for the grant of Awards under the Plan, subject, however, in the case of Incentive Stock Options, to any limitation required under the Code.Shares issued under the Plan may consist in whole or in part of authorized but unissued shares or treasury shares. 

(b) *Adjustments toCommon Stock*. In the event of any stock split, stock dividend, recapitalization, reorganization, merger, consolidation, combination, exchange of shares, liquidation, spin-off or other similar change in capitalization or event, or anydistribution to holders of Common Stock other than a normal cash dividend, (i) the number and class of securities available under this Plan, (ii) the number and class of security and exercise price per share subject to each outstandingOption (as defined below), (iii) the repurchase price per security subject to each outstanding Restricted Stock Award (as defined below), and (iv) the terms of each other outstanding stock-based Award, if any, shall be appropriatelyadjusted by the Company (or substituted Awards may be made, if applicable) to the extent the Board shall determine, in good faith, that such an adjustment (or substitution) is necessary and appropriate. If this Section 4(b) applies andSection 9(a) also applies to any event, Section 9(a) shall be applicable to such event, and this Section 4(b) shall not be applicable. 

5. *Stock Options*

(a) *General*. The Board may grant options to purchase Common Stock (each, an“Option”) and determine the number of shares of Common Stock to be covered by each Option, the exercise price of each Option and the conditions and limitations applicable to the exercise of each Option, including conditions relating toapplicable federal or state securities laws, as it considers necessary or advisable. Any Option granted to a Participant who is subject to the provisions of Section 16 of the Exchange Act shall not become exercisable for a period of at leastsix (6) months following the date of grant. An Option which is not intended to be an Incentive Stock Option shall be designated a “Nonstatutory Stock Option.” The granting of discounted Nonstatutory Stock Options is expresslyprohibited under this Plan. 

(b) *Incentive Stock Options*. An Option that the Board intends to be an “incentive stockoption” as defined in Section 422 of the Code (an “Incentive Stock Option”) shall only be granted to employees of the Company and shall be subject to and construed consistently with the requirements of Section 422 of theCode. The Company shall have no liability to a Participant who has been awarded an Option (an “Optionee”), or any other party, if an Option (or any part thereof) which is intended to be an Incentive Stock Option is not an Incentive StockOption. 

(c) *Exercise Price*. The Board shall establish, in its sole discretion, the exercise price at the time each Option isgranted and specify it in the applicable option agreement; provided, however, that (i) the exercise price per share for an Incentive Stock Option shall be not less than the fair market value of a share of Common Stock on the date of grant ofsuch Incentive Stock Option, as determined by the Board in good faith (the “Fair Market Value”), and (ii) the exercise price per share of an Incentive Stock Option granted to an Optionee who at the time the Incentive Stock Option isgranted owns stock possessing more than ten percent (10%) of the total 

combined voting power of all classes of stock of a Participating Company within the meaning of Section 422(b)(6) ofthe Code (a “Ten Percent Owner Optionee”) shall be not less than one hundred ten percent (110%) of the Fair Market Value. Nothing hereinabove shall require that any such assumption or modification result in the Option having the samecharacteristics, attributes or tax treatment as the Option for which it is substituted. 

(d) *$100,000 Limitation*. The aggregate fairmarket value, determined as of the date on which an Incentive Stock Option is granted, of the shares of Common Stock with respect to which Incentive Stock Options (determined without regard to this subsection) are first exercisable during anycalendar year (under this Plan or under any other plan of the Participating Company Group) by any Optionee shall not exceed $100,000. If such limitation would be exceeded with respect to an Optionee for a calendar year, the Incentive Stock Optionshall be deemed a Nonstatutory Stock Option to the extent of such excess. 

(e) *Time for Granting Incentive Stock Options*. AllIncentive Stock Options must be granted, if at all, within ten (10) years from the earlier of the date the Plan is adopted by the Board or the date the Plan is duly approved by the stockholders of the Company. 

(f) *Duration of Options*. Each Option shall be exercisable at such times and subject to such terms and conditions as the Board may specify in theapplicable option agreement; provided, however, that (i) no Incentive Stock Option shall be exercisable after the expiration of ten (10) years after the date such Incentive Stock Option is granted, (ii) no Incentive Stock Optiongranted to a Ten Percent Owner Optionee shall be exercisable after the expiration of five (5) years after the date such Incentive Stock Option is granted and (iii) no Incentive Stock Option shall be exercisable after the date theOptionee’s employment with the Participating Company Group is terminated for cause (as determined in the sole discretion of the Board); and provided, further, that an Option shall terminate and cease to be exercisable no later than three(3) months after the date on which the Optionee terminates employment with the Participating Company Group, unless Optionee’s employment with the Participating Company Group shall have terminated as a result of the Optionee’s death,disability (within the meaning of Section 22(e)(3) of the Code) or Retirement (as defined herein). In the event the Optionee’s employment with the Participating Company Group shall have terminated due to Optionee’s disability (withinthe meaning of Section 22(e)(3) of the Code), the Option shall immediately cease to vest and unvested portions shall expire immediately, while vested portions shall remain exercisable until the Option terminates, but no later than twelve(12) months from the date on which the Optionee’s employment terminated. In the event the Optionee’s employment with the Participating Company Group shall have terminated due to Optionee’s death, the Option shall becomeimmediately vested and exercisable and remain exercisable until the Option shall terminate no later than twelve (12) months from the date on which the Optionee’s employment terminated. In the event the Optionee’s employment with theParticipating Company Group shall have terminated due to Optionee’s Retirement, the Option (if granted on or after November 28, 2001) shall immediately cease to vest and unvested portions shall expire immediately, while vested portionsshall remain exercisable until the expiration of ten (10) years after the date such Option is granted, except as provided in Section 9. 

For the purposes of this Plan, “Retirement” shall be defined as departing employment and the Participating Company Group’s Board of Directors after attaining the minimum age of 60 years and completing (i) a minimum often (10) years of full-time service as an employee of the Participating Company Group or (ii) a minimum of ten (10) years of full-time service, of which (I) at least five (5) years of full time service were as an employee ofthe Participating Company Group and (II) the remaining years were either from full time service as such an employee or years of service (other than while employed by the Participating Company Group) on the Participating Company Group’s Board ofDirectors. 

(g) *Exercise of Options*. Options may be exercised only by delivery to the Company of a written notice of exercise signedby the proper person together with payment in full as specified in Sections 5(c) and 5(f) for the number of shares for which the Option is exercised. 

(h) *Payment Upon Exercise*. Common Stock purchased upon the exercise of an Option granted under the Plan shall be paid for as follows: 

(1) in cash or by check, payable to the order of the Company; 

(2) except as the Board may otherwise provide in an option agreement, by delivery of an irrevocable and unconditional undertaking by a creditworthy broker to deliver promptly to the Company sufficient funds to pay theexercise price, or delivery by the Optionee to the Company of a copy of irrevocable and unconditional instructions to a creditworthy broker to deliver promptly to the Company cash or a check sufficient to pay the exercise price; 

(3) to the extent permitted by the Board and expressly provided in an option agreement, (i) by delivery of shares of Common Stock owned by theOptionee valued at their Fair Market Value, which Common Stock was owned by the Optionee at least six (6) months prior to such delivery, or (ii) by payment of such other lawful consideration as the Board may determine; or 

(4) any combination of the above permitted forms of payment. 

The Company shall not extend credit to or otherwise accept any promissory note of any Optionee in connection with the purchase of Common Stock upon the exercise of an Option granted under the Plan. 

*6. Restricted Stock*

(a) *Grants*. TheBoard may grant Awards entitling recipients to acquire shares of Common Stock, subject to the right of the Company to repurchase all or part of such shares at their issue price or other stated or formula price (or to require forfeiture of suchshares if issued at no cost) from the recipient in the event that conditions specified by the Board in the applicable Award are not satisfied prior to the end of the applicable restriction period or periods established by the Board for such Award,and subject to such other terms and conditions as the Board shall determine (each, a “Restricted Stock Award”). 

(b) *Terms andConditions*. The Board shall determine the terms and conditions of any such Restricted Stock Award, including the duration of restrictions, conditions for repurchase (or forfeiture) and the issue price, if any; provided, however, that anyRestricted Stock Award granted to a Participant who is subject to the provisions of Section 16 of the Exchange Act shall restrict the release of shares under the Restricted Stock Award for a period of at least six (6) months from the dateof grant. Any stock certificates issued in respect of a Restricted Stock Award shall be registered in the name of the Participant and held in escrow by the Company, together with a stock power endorsed in blank, with the Company (or its designee).At the expiration of the applicable restriction periods, the Company (or such designee) shall deliver the certificates no longer subject to such restrictions to the Participant or if the Participant has died, to the beneficiary designated, in amanner determined by the Board, by a Participant to receive amounts due or exercise rights of the Participant in the event of the Participant’s death (the “Designated Beneficiary”). In the absence of an effective designation by aParticipant, Designated Beneficiary shall mean the Participant’s estate. 

7. Other Stock-based Awards

The Board shall have the right to grant other Awards based upon the Common Stock having such terms and conditions as the Board may determine, includingthe grant of shares based upon certain conditions, the grant of securities convertible into Common Stock and the grant of stock appreciation rights. 

8.General Provisions Applicable to Awards

(a) *Transferability of Awards*. Except as the Board may otherwise determine or providein an Award, Awards shall not be sold, assigned, transferred, pledged or otherwise encumbered by the person to whom they are granted, either voluntarily or by operation of law, except by will or the laws of descent and distribution, and, during thelife of the Participant, to the extent relevant in the context, shall include references to authorized transferees. 

 

(b) *Documentation*. Each Award under the Plan shall be evidenced by a written instrument in suchform as the Board shall determine. Each Award may contain terms and conditions in addition to those set forth in the Plan. 

(c) *BoardDiscretion*. Except as otherwise provided by the Plan, each type of Award may be made alone or in addition or in relation to any other type of Award. The terms of each type of Award need not be identical, and the Board need not treat Participantsuniformly. 

(d) *Termination of Status*. The Board shall determine the effect on an Award of the disability, death, retirement,authorized leave of absence or other change in the employment or other status of a Participant and the extent to which, and the period during which, the Participant, the Participant’s legal representative, conservator, guardian or DesignatedBeneficiary may exercise rights under the Award. 

(e) *Withholding*. Each Participant shall pay to the Company, or make provisionsatisfactory to the Board for payment of, any taxes required by law to be withheld in connection with Awards to such Participant no later than the date of the event creating the tax liability. The Board may allow Participants to satisfy such taxobligations in whole or in part in shares of Common Stock, including shares retained from the Award creating the tax obligation, valued at their Fair Market Value. The Company may, to the extent permitted by law, deduct any such tax obligations fromany payment of any kind otherwise due to a Participant. 

(f) *Amendment of Award*. The Board may amend, modify or terminate anyoutstanding Award, including but not limited to, substituting therefor another Award of the same of a different type, changing the date or exercise or realization, and converting an Incentive Stock Option to a Nonstatutory Stock Option, providedthat the Participant’s consent to such action shall be required unless the Board determines that the action, taking into account any related action, would not materially and adversely affect the Participant. Notwithstanding anything herein tothe contrary, the Board of Directors may not change the exercise price of any Incentive Stock Option or Nonstatutory Stock Option previously granted except pursuant to Section 9 and Section 4(b) of the Plan and Section 424(a) of theCode. 

(g) *Conditions on Delivery of Stock*. The Company shall not be obligated to deliver any shares of Common Stock pursuant to thePlan or to remove restrictions from shares previously delivered under the Plan until (i) all conditions of the Award have been met or removed to the satisfaction of the Company, (ii) in the opinion of the Company’s counsel, all otherlegal matters in connection with the issuance and delivery of such shares have been satisfied, including any applicable securities laws and any applicable stock exchange or stock market rules and regulations, and (iii) the Participant hasexecuted and delivered to the Company such representations or agreements as the Company may consider appropriate to satisfy the requirements of any applicable laws, rules or regulations. 

9. Acquisition Events

(a) *Consequences of Acquisition Events*. Except to the extent otherwiseprovided in the instrument evidencing the Award or in any other agreement between the Participant and the Company: 

(i) Upon the occurrenceof an Acquisition Event (as hereinafter defined), 

(A) all Restricted Stock Awards then outstanding shall become fully vested andimmediately free of all restrictions; and 

(B) all other stock-based Awards other than Options and stock appreciation rights shall becomeimmediately exercisable, realizable or vested in full, or shall be immediately free of all restrictions or conditions, as the case may be. 

(ii) Upon the execution by the Company of an agreement to effect an Acquisition Event other than a Change of Control Event (as hereinafter defined), all Options and stock appreciation rights then outstanding shall become fully vested andimmediately exercisable in full upon the occurrence of the Acquisition Event or such earlier date as may be specified by the Board by written notice to the Participants, and the Board may take one or both of the following additional actions withrespect to then outstanding Options and stock appreciation rights: (A) provide that such Options and stock appreciation rights shall be assumed, or equivalent Options or stock appreciation rights be substituted by the acquiring or succeedingcorporation (or an affiliate thereof), or (B) upon written notice to the Participants, provide that all then unexercised Options and stock appreciation rights will terminate to the extent not exercised by the Participants prior to theconsummation of such Acquisition Event or such earlier date as may be specified by the Board by written notice to Participants. 

(iii)Upon the occurrence of a Change of Control Event, all Options and stock appreciation rights then outstanding shall become fully vested and immediately exercisable in full. 

As used herein, an “Acquisition Event” shall mean: (a) any merger or consolidation which results in the voting securities of the Companyoutstanding immediately prior thereto representing (either by remaining outstanding or by being converted into voting securities of the surviving or acquiring entity) less than 60% of the combined voting power of the voting securities of the Companyor such surviving or acquiring entity outstanding immediately after such merger or consolidation; (b) any sale of all or substantially all of the assets of the Company; (c) the complete liquidation of the Company; or (d) theacquisition of “beneficial ownership” (as defined in Rule 13d-3 under the Exchange Act) of securities of the Company representing 50% or more of the combined voting power of the Company’s then outstanding securities (other thanthrough a merger or consolidation or an acquisition of securities directly from the Company) by any “person,” as such term is used in Section 13(d) and 14(d) of the Exchange Act, other than the Company, any trustee or other fiduciaryholding securities under an employee benefit plan of the Company or any corporation owned directly or indirectly by the stockholders of the Company (an event specified in this clause (d) being referred to as a “Change of ControlEvent”). 

(b) *Assumption of Options Upon Certain Events*. The Board may grant Awards under the Plan in substitution for stockand stock-based awards held by employees of another corporation who become employees of the Company as a result of a merger or consolidation of the employing corporation with the Company or the acquisition by the Company of property or stock of theemploying corporation. The substitute Awards shall be granted on such terms and conditions as the Board considers appropriate in the circumstances. 

10.Miscellaneous

(a) *No Right to Employment or Other Status*. No person shall have any claim or right to be granted an Award, andthe grant of an Award shall not be construed as giving a Participant the right to continued employment or any other relationship with the Company. The Company expressly reserves the right at any time to dismiss or otherwise terminate itsrelationship with a Participant free from any liability or claim under the Plan, except as expressly provided in the applicable Award. 

(b)*No Rights as Stockholder*. Subject to the provisions of the applicable Award, no Participant or Designated Beneficiary shall have any right as a stockholder with respect to any shares of Common Stock to be distributed with respect to an Awarduntil becoming the record holder of such shares. 

(c) *Status of Rights to Payments under Plan*. To the extent that any personacquires a right to receive payments from the Company under the Plan, such right shall, except as otherwise provided by the Board, be no greater than the right of an unsecured general creditor of the Company. All payments to be made hereunder shallbe paid from the general funds of the Company, and no special or separate fund shall be established and no segregation of assets shall be made to assure payment of such amounts, except as otherwise provided by the Committee. With respect to anypayments not yet made to a Participant by the Company, nothing contained herein shall give any such Optionee any rights that are greater than those of a general creditor of the Company. 

 

(d) *Subject to Law*. The Plan and the grant of Awards hereunder shall be subject to all applicablefederal and state laws, rules, and regulations and to such approvals by any United States government or regulatory agency as may be required. 

(e) *Severability*. If any provision of this Plan or an option agreement is or becomes or is deemed invalid, illegal or unenforceable in any jurisdiction, or would disqualify the Plan or any agreement evidencing an Award under any lawdeemed applicable by the Board, such provision shall be construed or deemed amended to conform to applicable laws or, if it cannot be construed or deemed amended without, in the determination of the Board, materially altering the intent of the Planor the agreement, it shall be stricken and the remainder of the Plan or the agreement shall remain in full force and effect. 

(f)*Effective Date and Term of Plan*. The Plan shall become effective on the date on which it is adopted by the Board, but no Incentive Stock Option granted to an Optionee shall be effective unless and until the Plan has been approved by theCompany’s stockholders. No Awards shall be granted under the Plan after the completion of ten years from the earlier of (i) the date on which the Plan was adopted by the Board or (ii) the date the Plan was approved by theCompany’s stockholders, but Awards previously granted may extend beyond that date. 

(g) *Amendment of Plan*. The Board may amend,suspend or terminate the Plan or any portion thereof at any time, provided that no increase in the total number of shares available for Awards under the Plan (except by operation of the provisions of Section 4(b) above) or for grants ofIncentive Stock Options under the Plan may be made, unless and until such amendment shall have been approved by the Company’s stockholders. 

(h) *Stockholder Approval*. For purposes of this Plan, stockholder approval shall mean approval by a vote of the stockholders in accordance with the requirements of Section 422 of the Code. 

(i) *Governing Law*. The provisions of the Plan and all Awards made hereunder shall be governed by and interpreted in accordance with the laws ofthe State of Delaware, without regard to any applicable conflicts of law. 

As amended, adopted by the Board of Directors on April 21, 2006 andapproved by shareholders on July 13, 2006.