Exhibit 10.1





Eyegate
pharmaceuticals, InC.


 


2005
EQUITY INCENTIVE PLAN


 


		1.	Purpose



 


This Plan is intended
to encourage ownership of Common Stock by employees, consultants and directors of the Company and its Affiliates and to provide
additional incentive for them to promote the success of the Company’s business. The Plan is intended to be an incentive stock
option plan within the meaning of Section 422 of the Code but not all Awards granted hereunder are required to be Incentive Options.


 


		2.	Definitions



 


As used in the Plan
the following terms shall have the respective meanings set out below, unless the context clearly requires otherwise:


 


2.1.     Accelerate,
Accelerated, and Acceleration, when used with respect to an Option, means that as of the time of reference such Option will become
exercisable with respect to some or all of the shares of Common Stock for which it was not then otherwise exercisable by its terms,
and, when used with respect to Restricted Stock, means that the Risk of Forfeiture otherwise applicable to such Common Stock shall
expire with respect to some or all of the shares of Restricted Stock then still otherwise subject to the Risk of Forfeiture.


 


2.2.     Acquiring
Person means, with respect to any Transaction or any acquisition described in clause (ii) of the definition of Change of
Control, the surviving or acquiring person or entity in connection with such Transaction or acquisition, as the case may be, provided
that if such surviving or acquiring person or entity is controlled, directly or indirectly, by an Ultimate Parent Entity,
then the term “Acquiring Person” shall mean such Ultimate Parent Entity.


 


2.3.     Affiliate
means, with respect to any person or entity, any other person or entity controlling, controlled by or under common control with
the first person or entity.


 


2.4.     Applicable
Voting Control Percentage means (i) at any time prior to the initial public offering of the Company, a percentage greater than
fifty percent (50%) and (ii) at any time from and after the initial public offering of the Company, a percentage equal to
or greater than twenty percent (20%).


 


2.5.     Award
means any grant or sale pursuant to the Plan of Options, Restricted Stock, or Stock Grants.


 


2.6.     Award
Agreement means an agreement between the Company and the recipient of an Award, setting forth the terms and conditions of the Award.


 












    	 



    	 



    




 


2.7.     Beneficial
Ownership has the meaning ascribed to such term in Rule 13d-3, or any successor rule thereto, promulgated by the Securities and
Exchange Commission pursuant to the Exchange Act.


 


2.8.     Board
means the Company’s Board of Directors.


 


2.9.     Change
of Control means (i) the closing of any Sale of the Company Transaction or (ii) the direct or indirect acquisition, in a single
transaction or a series of related transactions, by any person or Group (other than the Company or a Controlled Affiliate of the
Company) of Beneficial Ownership of previously outstanding shares of capital stock of the Company if (A) immediately after such
acquisition, such person or Group, together with their respective Affiliates, shall own or hold shares of capital stock of the
Company possessing at least the Applicable Voting Control Percentage of the total voting power of the outstanding capital stock
of the Company and (B) immediately prior to such acquisition, such person or Group, together with their respective Affiliates,
did not own or hold shares of capital stock of the Company possessing at least the Applicable Voting Control Percentage of the
total voting power of the outstanding capital stock of the Company. Notwithstanding the foregoing provisions of this definition,
any acquisition that meets the criteria of clause (ii) above in this definition shall nevertheless not be deemed or treated for
any and all purposes of this Plan as a Change of Control if, within thirty days after the Company is notified or first becomes
aware of such acquisition, whichever is earlier, a majority of the members of the Board as constituted immediately prior to such
acquisition vote (or consent in writing) to treat such acquisition as if it were not a Change of Control.


 


2.10.     Code
means the Internal Revenue Code of 1986, as amended from time to time, or any successor statute thereto, and any regulations issued
from time to time thereunder.


 


2.11.     Controlled
Affiliate means, with respect to any person or entity, any other person or entity that is controlled by such person or entity.


 


2.12.     Committee
means any committee of the Board delegated responsibility by the Board for the administration of the Plan, as provided in Section
5 of the Plan. For any period during which no such committee is in existence, “Committee” shall mean the Board and
all authority and responsibility assigned the Committee under the Plan shall be exercised, if at all, by the Board.


 


2.13.     Common
Stock means common stock, par value $0.01 per share, of the Company.


 


2.14.     Company
means Eyegate Pharmaceuticals, Inc., a corporation organized under the laws of the State of Delaware.


 


2.15.     Grant
Date means the date as of which an Option is granted, as determined under Section 7.1(a).


 




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2.16.     Group
has the meaning ascribed to such term in Section 13(d)(3) of the Exchange Act or any successor section thereto.


 


2.17.     Incentive
Option means an Option which by its terms is to be treated as an “incentive stock option” within the meaning of Section
422 of the Code.


 


2.18.     Market
Value means the value of a share of Common Stock on any date as determined by the Committee.


 


2.19.     Nonstatutory
Option means any Option that is not an Incentive Option.


 


2.20.         Option
means an option to purchase shares of Common Stock.


 


2.21.         Optionee
means a Participant to whom an Option shall have been granted under the Plan.


 


2.22.         Participant
means any holder of an outstanding Award under the Plan.


 


2.23.         Plan
means this 2005 Equity Incentive Plan of the Company, as amended and in effect from time to time.


 


2.24.         Restricted
Stock means a grant or sale of shares of Common Stock to a Participant subject to a Risk of Forfeiture.


 


2.25.         Restriction
Period means the period of time, established by the Committee in connection with an Award of Restricted Stock, during which the
shares of Restricted Stock are subject to a Risk of Forfeiture described in the applicable Award Agreement.


 


2.26.         Risk
of Forfeiture means a limitation on the right of a Participant to retain an Award of Restricted Stock, including a right in the
Company to reacquire such Restricted Stock at less than their then Market Value, arising because of the occurrence or non-occurrence
of specified events or conditions.


 


2.27.         Sale
of the Company Transaction means any Transaction in which the stockholders of the Company immediately prior to such Transaction,
together with any and all of such stockholders’ Affiliates, do not own or hold, immediately after consummation of such Transaction,
shares of capital stock of the Acquiring Person in connection with such Transaction possessing at least a majority of the total
voting power of the outstanding capital stock of such Acquiring Person.


 


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


 


2.29.         Stock
Grant means the grant of shares of Common Stock not subject to restrictions or other forfeiture conditions.


 




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2.30.         Stockholder
Agreement means one agreement, or, collectively, two or more agreements, by and between the Company and one or more stockholders
of the Company setting forth, among other provisions, (i) restrictions upon the right of such stockholder or stockholders to transfer
shares of capital stock of the Company owned or held by such stockholder or stockholders or (ii) restrictions on the exercise by
such stockholder or stockholders of rights appurtenant to any shares of capital stock of the Company owned or held by such stockholder
or stockholders (including, but not limited to, restrictions on voting rights) .


 


2.31.         Ten
Percent Owner means a person who owns, or is deemed within the meaning of Section 422(b)(6) of the Code to own, stock possessing
more than 10% of the total combined voting power of all classes of stock of the Company (or any parent or subsidiary corporations
of the Company, as defined in Section 424(e) and (f), respectively, of the Code). Whether a person is a Ten Percent Owner shall
be determined with respect to each Option based on the facts existing immediately prior to the Grant Date of such Option.


 


2.32.         Transaction
means any merger or consolidation of the Company with or into another person or entity or the sale or transfer of all or substantially
all of the assets of the Company, in each case in a single transaction or in a series of related transactions.


 


2.33.         Ultimate
Parent Entity means, with respect to any entity or person that is not an individual, any other entity or person that (i)
is also not an individual, (ii) that controls, directly or indirectly, such entity or person and (iii) is not itself controlled,
directly or indirectly, by an entity or person that is not an individual.


 


		3.	Term of the Plan



 


Unless the Plan shall
have been earlier terminated by the Board, Awards may be granted under this Plan at any time in the period commencing on the effective
date of approval of the Plan by the Board and ending immediately prior to the tenth anniversary of the earlier of the adoption
of the Plan by the Board or approval of the Plan by the Company’s stockholders. Awards granted pursuant to the Plan within
such period shall not expire solely by reason of the termination of the Plan. Awards of Incentive Options granted prior to stockholder
approval of the Plan are hereby expressly conditioned upon such approval, but in the event of the failure of the stockholders to
approve the Plan shall thereafter and for all purposes be deemed to constitute Nonstatutory Options.


 


		4.	Stock Subject to the Plan



 


At
no time shall the number of shares of Common Stock issued pursuant to or subject to outstanding Awards granted under the Plan
(including, without limitation, pursuant to Incentive Options) exceed nine million seven hundred eight-five thousand six hundred
seventeen (9,785,617) shares of Common Stock; subject, however, to the provisions
of Section 8 of the Plan. For purposes of applying the foregoing limitation, (a) if any Option expires, terminates, or is
cancelled for any reason without having been exercised in full, or if any Award of Restricted Stock is forfeited by the recipient,
the shares not purchased by the Optionee or forfeited by the recipient shall again be available for Awards thereafter to be granted
under the Plan, and (b) if any Option is exercised by delivering previously owned shares in payment of the exercise price therefor,
only the net number of shares, that is, the number of shares issued minus the number received by the Company in payment of the
exercise price, shall be considered to have been issued pursuant to an Award granted under the Plan. Shares of Common Stock issued
pursuant to the Plan may be either authorized but unissued shares or shares held by the Company in its treasury.


 




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		5.	Administration



 


The Plan shall be administered
by the Committee; provided, however, that at any time and on any one or more occasions the Board may itself exercise any
of the powers and responsibilities assigned the Committee under the Plan and when so acting shall have the benefit of all of the
provisions of the Plan pertaining to the Committee’s exercise of its authorities hereunder; and provided further that
the Committee may delegate to an executive officer or officers the authority to grant Awards hereunder to employees who are not
officers, and to consultants, in accordance with such guidelines as the Committee shall set forth at any time or from time to time.
Subject to the provisions of the Plan, the Committee shall have complete authority, in its discretion, to make or to select the
manner of making all determinations with respect to each Award to be granted by the Company under the Plan in addition to any other
determination allowed the Committee under the Plan including, without limitation: (a) the employee, consultant or director to receive
the Award; (b) the form of Award; (c) whether an Option (if granted to an employee) will be an Incentive Option or a Nonstatutory
Option; (d) the time of granting an Award; (e) the number of shares subject to an Award; (f) the exercise price of an Option or
purchase price for shares of Restricted Stock or for a Stock Grant and the method of payment of such exercise price or such purchase
price; (g) the term of an Option; (h) the vesting period of shares of Restricted Stock and any acceleration thereof; (i) the exercise
date or dates of an Option and any acceleration thereof; and (j) the effect of termination of any employment, consulting or Board
member relationship with the Company or any of its Affiliates on the subsequent exercisability of an Option or on the Risk of Forfeiture
of Restricted Stock. In making such determinations, the Committee may take into account the nature of the services rendered by
the respective employees, consultants and directors, their present and potential contributions to the success of the Company and
its Affiliates, and such other factors as the Committee in its discretion shall deem relevant. Subject to the provisions of the
Plan, the Committee shall also have complete authority to interpret the Plan, to prescribe, amend and rescind rules and regulations
relating to it, to determine the terms and provisions of the respective Award Agreements (which need not be identical), and to
make all other determinations necessary or advisable for the administration of the Plan. The Committee’s determinations made
in good faith on matters referred to in this Plan shall be final, binding and conclusive on all persons having or claiming any
interest under the Plan or an Award made pursuant hereto.


 




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		6.	Authorization and Eligibility



 


The Committee may grant
from time to time and at any time prior to the termination of the Plan one or more Awards, either alone or in combination with
any other Awards, to any employee of or consultant to one or more of the Company and its Affiliates or to any non-employee member
of the Board or of any board of directors (or similar governing authority) of any Affiliate. However, only employees of the Company,
and of any parent or subsidiary corporations of the Company, as defined in Sections 424(e) and (f), respectively, of the Code,
shall be eligible for the grant of an Incentive Option. Further, in no event shall the number of shares of Common Stock covered
by Options or other Awards granted to any one person in any one calendar year (or portion of a year) ending after such date exceed
50% of the aggregate number of shares of Common Stock subject to the Plan.


 


Each grant of an Award
shall be subject to all applicable terms and conditions of the Plan (including but not limited to any specific terms and conditions
applicable to that type of Award set out in the following Section), and such other terms and conditions, not inconsistent with
the terms of the Plan, as the Committee may prescribe. No prospective Participant shall have any rights with respect to an Award,
unless and until such Participant has executed an agreement evidencing the Award, delivered a fully executed copy thereof to the
Company, and otherwise complied with the applicable terms and conditions of such Award.


 


		7.	Specific Terms of Awards



 


7.1.     Options.


 


(a)          Date
of Grant. The granting of an Option shall take place at the time specified in the Award Agreement. Only if expressly so provided
in the applicable Award Agreement shall the Grant Date be the date on which the Award Agreement shall have been duly executed and
delivered by the Company and the Optionee.


 


(b)          Exercise
Price. The price at which shares of Common Stock may be acquired under each Incentive Option shall be not less than 100% of the
Market Value of Common Stock on the Grant Date, or not less than 110% of the Market Value of Common Stock on the Grant Date if
the Optionee is a Ten Percent Owner. The price at which shares may be acquired under each Nonstatutory Option shall not be so limited
solely by reason of this Section.


 


(c)          Option
Period. No Incentive Option may be exercised on or after the tenth anniversary of the Grant Date, or on or after the fifth anniversary
of the Grant Date if the Optionee is a Ten Percent Owner. The Option period under each Nonstatutory Option shall not be so limited
solely by reason of this Section.


 


(d)          Exercisability.
An Option may be immediately exercisable or become exercisable in such installments, cumulative or non-cumulative, as the Committee
may determine. In the case of an Option not otherwise immediately exercisable in full, the Committee may Accelerate such Option
in whole or in part at any time; provided, however, that in the case of an Incentive Option, any such Acceleration
of such Incentive Option would not cause such Incentive Option to fail to comply with the provisions of Section 422 of the
Code or the Optionee consents to such Acceleration.


 




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(e)          Effect
of Termination of Employment, Consulting or Board Member Relationship. Unless the Committee shall provide otherwise with respect
to any Option, if the Optionee’s employment, consulting or Board member relationship with the Company and its Affiliates
ends for any reason, including because an entity with which the Optionee has an employment, consulting or Board member relationship
ceases to be an Affiliate of the Company, any outstanding Option held by the Optionee shall cease to be exercisable in any respect
not later than ninety (90) days following that event and, for the period it remains exercisable following that event, shall be
exercisable only to the extent exercisable at the date of that event. Military or sick leave or other bona fide leave shall not
be deemed a termination of employment, provided that it does not exceed the longer of ninety (90) days or the period during
which the absent Optionee’s reemployment rights, if any, are guaranteed by statute or by contract.


 


(f)          Transferability.
Except as otherwise provided in this subsection (f), Options shall not be transferable, and no Option or interest therein may be
sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and
distribution. Except as otherwise provided in this subsection (f), all of a Participant’s rights in any Option may be exercised
during the life of the Participant only by the Participant or the Participant’s legal representative. However, the Committee
may, at or after the grant of a Nonstatutory Option, provide that such Option may be transferred by the recipient to a family member;
provided, however, that any such transfer is without payment of any consideration whatsoever and that no transfer of an
Option shall be valid unless first approved by the Committee, acting in its sole discretion. For this purpose, “family member”
means any child, stepchild, grandchild, parent, stepparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law,
son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the Participant’s
household (other than a tenant or employee), a trust in which the foregoing persons have more than fifty (50) percent of the beneficial
interests, a foundation in which the foregoing persons (or the Participant) control the management of assets, and any other entity
in which these persons (or the Participant) own more than fifty (50) percent of the voting interests.


 


(g)          Method
of Exercise. An Option may be exercised by the Optionee giving written notice, in the manner provided in Section 15, specifying
the number of shares of Common Stock with respect to which the Option is then being exercised. The notice shall be accompanied
by payment in the form of cash or check payable to the order of the Company in an amount equal to the exercise price of the shares
of Common Stock to be purchased or, subject in each instance to the Committee’s approval, acting in its sole discretion and
to such conditions, if any, as the Committee may deem necessary to avoid adverse accounting effects to the Company, by delivery
to the Company of (i) shares of Common Stock having a Market Value equal to the exercise price of the shares to be purchased, or
(ii) the Optionee’s executed promissory note in the principal amount equal to the exercise price of the shares to be purchased
and otherwise in such form as the Committee shall have approved. Receipt by the Company of such notice and payment in any authorized
or combination of authorized means shall constitute the exercise of the Option. Within thirty (30) days thereafter but subject
to the remaining provisions of the Plan, the Company shall deliver or cause to be delivered to the Optionee or his agent a certificate
or certificates for the number of shares then being purchased. Such shares shall be fully paid and nonassessable. Notwithstanding
any of the foregoing provisions in this subsection (g) to the contrary, (A) no Option shall be considered to have been exercised
unless and until all of the provisions governing such exercise specified in the Plan and in the relevant Award Agreement shall
have been duly complied with; and (B) the obligation of the Company to issue any shares upon exercise of an Option is subject to
the provisions of Section 9.1 hereof and to compliance by the Optionee with all of the provisions of the Plan and the relevant
Award Agreement.


 




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(h)          Limit
on Incentive Option Characterization. An Incentive Option shall be considered to be an Incentive Option only to the extent that
the number of shares of Common Stock for which the Option first becomes exercisable in a calendar year do not have an aggregate
Market Value (as of the date of the grant of the Option) in excess of the “current limit”. The current limit for any
Optionee for any calendar year shall be $100,000 minus the aggregate Market Value at the date of grant of the number of
shares of Common Stock available for purchase for the first time in the same year under each other Incentive Option previously
granted to the Optionee under the Plan, and under each other incentive stock option previously granted to the Optionee under any
other incentive stock option plan of the Company and its Affiliates, after December 31, 1986. Any shares of Common Stock which
would cause the foregoing limit to be violated shall be deemed to have been granted under a separate Nonstatutory Option, otherwise
identical in its terms to those of the Incentive Option.


 


(i)          Notification
of Disposition. Each person exercising any Incentive Option granted under the Plan shall be deemed to have covenanted with the
Company to report to the Company any disposition of such shares prior to the expiration of the holding periods specified by Section
422(a)(1) of the Code and, if and to the extent that the realization of income in such a disposition imposes upon the Company federal,
state, local or other withholding tax requirements, or any such withholding is required to secure for the Company an otherwise
available tax deduction, to remit to the Company an amount in cash sufficient to satisfy those requirements.


 


(j)          Rights
Pending Exercise. No person holding an Option shall be deemed for any purpose to be a stockholder of the Company with respect to
any of the shares of Common Stock issuable pursuant to his Option, except to the extent that the Option shall have been exercised
with respect thereto and, in addition, a certificate shall have been issued therefor and delivered to such holder or his agent.


 




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7.2.     Restricted
Stock.


 


(a)          Purchase
Price. Shares of Restricted Stock shall be issued under the Plan for such consideration, in cash, other property or services, or
any combination thereof, as is determined by the Committee.


 


(b)          Issuance
of Certificates. Subject to subsection (c) below, each Participant receiving an Award of Restricted Stock shall be issued a stock
certificate in respect of such shares of Restricted Stock. Such certificate shall be registered in the name of such Participant,
and, if applicable, shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Award
substantially in the following form:


 


The transferability of this certificate
and the shares represented by this certificate are subject to the terms and conditions of Eyegate Pharmaceuticals, Inc. 2005 Equity
Incentive Plan and an Award Agreement entered into by the registered owner and Eyegate Pharmaceuticals, Inc. Copies of such Plan
and Agreement are on file in the offices of Eyegate Pharmaceuticals, Inc.


 


(c)          Escrow
of Shares. The Committee may require that the stock certificates evidencing shares of Restricted Stock be held in custody by a
designated escrow agent (which may but need not be the Company) until the restrictions thereon shall have lapsed, and that the
Participant deliver a stock power, endorsed in blank, relating to the Common Stock covered by such Award.


 


(d)          Restrictions
and Restriction Period. During the Restriction Period applicable to shares of Restricted Stock, such shares shall be subject to
limitations on transferability and a Risk of Forfeiture arising on the basis of such conditions related to the performance of services,
Company or Affiliate performance or otherwise as the Committee may determine and provide for in the applicable Award Agreement.
Any such Risk of Forfeiture may be waived or terminated, or the Restriction Period shortened, at any time by the Committee on such
basis as it deems appropriate.


 


(e)          Rights
Pending Lapse of Risk of Forfeiture or Forfeiture of Award. Except as otherwise provided in the Plan or the applicable Award Agreement,
at all times prior to lapse of any Risk of Forfeiture applicable to, or forfeiture of, an Award of Restricted Stock, the Participant
shall have all of the rights of a stockholder of the Company, including the right to vote the shares of Restricted Stock.


 


(f)          Effect
of Termination of Employment, Consulting or Board Member Relationship. Unless otherwise determined by the Committee at or after
grant and subject to the applicable provisions of the Award Agreement, if a Participant’s employment, consulting or Board
member relationship with the Company and its Affiliates ends for any reason during the Restriction Period, including because an
entity with which the Participant has an employment, consulting or Board member relationship ceases to be an Affiliate of the Company,
all shares of Restricted Stock still subject to Risk of Forfeiture shall be forfeited or otherwise subject to return to or repurchase
by the Company on the terms specified in the Award Agreement; provided, however, that military or sick leave or other bona
fide leave shall not be deemed a termination of employment, if it does not exceed the longer of ninety (90) days or the period
during which the absent Participant’s reemployment rights, if any, are guaranteed by statute or by contract.


 




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(g)          Lapse
of Restrictions. If and when the Restriction Period expires without a prior forfeiture of the Restricted Stock, the certificates
for such shares shall be delivered to the Participant promptly if not theretofore so delivered.


 


7.3.     Stock
Grants.


 


(a)          In
General. Stock Grants shall be issued for such consideration, in cash, other property or services, or any combination thereof,
as is determined by the Committee. Without limiting the generality of the foregoing, Stock Grants may be awarded in such circumstances
as the Committee deems appropriate, including without limitation in recognition of significant contributions to the success of
the Company or its Affiliates or in lieu of compensation otherwise already due. Stock Grants shall be made without forfeiture conditions
of any kind.


 


(b)          Issuance
of Certificates. Each Participant receiving a Stock Grant shall be issued a stock certificate in respect of such Stock Grant. Such
certificate shall be registered in the name of such Participant, and, if applicable, shall bear an appropriate legend referring
to the terms, conditions, and restrictions applicable to such Award substantially in the following form:


 


The transferability
of this certificate and the shares represented by this certificate are subject to the terms and conditions of Eyegate Pharmaceuticals,
Inc. 2005 Equity Incentive Plan. A copy of such Plan is on file in the offices of Eyegate Pharmaceuticals, Inc.


 


7.4.     Awards
to Participants Outside the United States. The Committee may modify the terms of any Award under the Plan granted to a Participant
who is, at the time of grant or during the term of the Award, resident or primarily employed outside of the United States in any
manner deemed by the Committee to be necessary or appropriate in order that such Award shall conform to laws, regulations, and
customs of the country in which the Participant is then resident or primarily employed, or so that the value and other benefits
of the Award to the Participant, as affected by foreign tax laws and other restrictions applicable as a result of the Participant’s
residence or employment abroad, shall be comparable to the value of such an Award to a Participant who is resident or primarily
employed in the United States. An Award may be modified under this Section 7.4 in a manner that is inconsistent with the express
terms of the Plan, so long as such modifications will not contravene any applicable law or regulation.


 




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		8.	Adjustment Provisions



 


8.1.     Adjustment
for Corporate Actions. All of the share numbers set forth in the Plan reflect the capital structure of the Company as of [October
__], 2005 (after giving effect to the 1-for-3 reverse stock split of Common Stock that became effective on such date). Subject
to the provisions of Section 8.2, if subsequent to such date the outstanding shares of Common Stock (or any other securities covered
by the Plan by reason of the prior application of this Section) are increased, decreased, or exchanged for a different number or
kind of shares or other securities, or if additional shares or new or different shares or other securities are distributed with
respect to such shares of Common Stock or other securities, through merger, consolidation, sale of all or substantially all the
property of the Company, reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split,
or other distribution with respect to such shares of Common Stock, or other securities, an appropriate and proportionate adjustment
will be made in (i) the maximum numbers and kinds of shares provided in Section 4, (ii) the numbers and kinds of shares
or other securities subject to the then outstanding Awards, (iii) the exercise price for each share or other unit of any other
securities subject to then outstanding Options (without change in the aggregate purchase price as to which such Options remain
exercisable), and (iv) the repurchase price of each share of Restricted Stock then subject to a Risk of Forfeiture in the form
of a Company repurchase right.


 


8.2.     Change
of Control. Subject to the applicable provisions of the Award Agreement, in the event of a Change of Control, the Committee shall
have the discretion, exercisable in advance of, at the time of, or (except to the extent otherwise provided below) at any time
after, the Change of Control, to provide for any or all of the following (subject to and upon such terms as the Committee may deem
appropriate): (A) the Acceleration, in whole or in part, of any or all outstanding Options (including Options that are assumed
or replaced pursuant to clause (C) below) that are not exercisable in full at the time the Change of Control, such Acceleration
to become effective at the time of the Change of Control, or at such time following the Change of Control that the employment,
consulting or Board member relationship of the applicable Optionee or Optionees with the Company and its Affiliates terminates,
or at such other time or times as the Committee shall determine; (B) the termination of any or all of the Company’s repurchase
rights with respect to Restricted Stock Awards, such termination to become effective at the time of the Change of Control, or at
such time following the Change of Control that the employment, consulting or Board member relationship with the Company and its
Affiliates of the Participant or Participants that hold such Restricted Stock Awards terminates, or at such other time or times
as the Committee shall determine; (C) the assumption of outstanding Options, or the substitution of outstanding Options with equivalent
options, by the acquiring or succeeding corporation or entity (or an affiliate thereof); or (D) the termination of all Options
(other than Options that are assumed or substituted pursuant to clause (C) above) that remain outstanding at the time of the consummation
of the Change of Control, provided that, the Committee shall have made the determination to effect such termination prior
to the consummation of the Change of Control and the Committee shall have given, or caused to be given, to all Optionees written
notice of such potential termination at least five business days prior to the consummation of the Change of Control, and provided,
further, that, if the Committee shall have determined in its sole and absolute discretion that the Corporation make payment
or provide consideration to the holders of such terminated Options on account of such termination, which payment or consideration
shall be on such terms and conditions as the Committee shall have determined (and which could consist of, in the Committee’s
sole and absolute discretion, payment to the applicable Optionee or Optionees of an amount of cash equal to the difference between
the Market Value of the shares of Common Stock for which the Option is then exercisable and the aggregate exercise price for such
shares under the Option), then the Corporation shall be required to make such payment or provide such consideration in accordance
with the terms and conditions so determined by the Committee; otherwise the Corporation shall not be required to make any payment
or provide any consideration in connection with, or as a result of, the termination of Options pursuant to the foregoing provisions
of this clause (D). The provisions of this Section 8.2 shall not be construed as to limit or restrict in any way the Committee’s
general authority under Sections 7.1(d) or 7.2(d) hereof to Accelerate Options in whole or in part at any time or to waive or terminate
at any time any Risk of Forfeiture applicable to shares of Restricted Stock. Each outstanding Option that is assumed in connection
with a Change of Control, or is otherwise to continue in effect subsequent to a Change of Control, will be appropriately adjusted,
immediately after the Change of Control, as to the number and class of securities and the price at which it may be exercised in
accordance with Section 8.1.


 




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8.3.     Dissolution
or Liquidation. Upon dissolution or liquidation of the Company, each outstanding Option shall terminate, but the Optionee (if at
the time he or she has an employment, consulting or Board member relationship with the Company or any of its Affiliates) shall
have the right, immediately prior to such dissolution or liquidation, to exercise the Option to the extent exercisable on the date
of such dissolution or liquidation.


 


8.4.     Related
Matters. Any adjustment in Awards made pursuant to this Section 8 shall be determined and made, if at all, by the Committee
and shall include any correlative modification of terms, including of Option exercise prices, rates of vesting or exercisability,
Risks of Forfeiture and applicable repurchase prices for Restricted Stock, which the Committee may deem necessary or appropriate
so as to ensure that the rights of the Participants in their respective Awards are not substantially diminished nor enlarged as
a result of the adjustment and corporate action other than as expressly contemplated in this Section 8. No fraction of a share
shall be purchasable or deliverable upon exercise, but in the event any adjustment hereunder of the number of shares covered by
an Award shall cause such number to include a fraction of a share, such number of shares shall be adjusted to the nearest smaller
whole number of shares. No adjustment of an Option exercise price per share pursuant to this Section 8 shall result in an exercise
price which is less than the par value of the Common Stock.


 




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		9.	Settlement of Awards



 


9.1.     Violation
of Law. Notwithstanding any other provision of the Plan or the relevant Award Agreement, if, at any time, in the reasonable opinion
of the Company, the issuance of shares of Common Stock covered by an Award may constitute a violation of law, then the Company
may delay such issuance and the delivery of a certificate for such shares until (i) approval shall have been obtained from such
governmental agencies, other than the Securities and Exchange Commission, as may be required under any applicable law, rule, or
regulation and (ii) in the case where such issuance would constitute a violation of a law administered by or a regulation of the
Securities and Exchange Commission, one of the following conditions shall have been satisfied:


 


(a)          the
shares are at the time of the issue of such shares effectively registered under the Securities Act; or


 


(b)          the
Company shall have determined, on such basis as it deems appropriate (including an opinion of counsel in form and substance satisfactory
to the Company) that the sale, transfer, assignment, pledge, encumbrance or other disposition of such shares or such beneficial
interest, as the case may be, does not require registration under the Securities Act or any applicable state securities laws.


 


9.2.     Corporate
Restrictions on Rights in Stock. Any Common Stock to be issued pursuant to Awards granted under the Plan shall be subject to all
restrictions upon the transfer thereof which may be now or hereafter imposed by the Certificate of Incorporation and the By-laws
of the Company, each as amended and in effect from time to time. Whenever Common Stock is to be issued pursuant to an Award, if
the Committee so directs at the time of grant (or, if such Award is an Option, at any time prior to the exercise thereof), the
Company shall be under no obligation, notwithstanding any other provision of the Plan or the relevant Award Agreement to the contrary,
to issue such shares until such time, if ever, as the recipient of the Award (and any person who exercises any Option, in whole
or in part), shall have become a party to and bound by any Stockholder Agreement that the Committee shall require in its sole discretion.


 


9.3.     Investment
Representations. The Company shall be under no obligation to issue any shares covered by an Award unless the shares to be issued
pursuant to Awards granted under the Plan have been effectively registered under the Securities Act or the Participant shall have
made such written representations to the Company (upon which the Company believes it may reasonably rely) as the Company may deem
necessary or appropriate for purposes of confirming that the issuance of such shares will be exempt from the registration requirements
of that Act and any applicable state securities laws and otherwise in compliance with all applicable laws, rules and regulations,
including but not limited to that the Participant is acquiring shares for his or her own account for the purpose of investment
and not with a view to, or for sale in connection with, the distribution of any such shares.


 




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9.4.     Registration.
If the Company shall deem it necessary or desirable to register under the Securities Act or other applicable statutes any shares
of Common Stock issued or to be issued pursuant to Awards granted under the Plan, or to qualify any such shares of Common Stock
for exemption from the Securities Act or other applicable statutes, then the Company shall take such action at its own expense.
The Company may require from each recipient of an Award, or each holder of shares of Common Stock acquired pursuant to the Plan,
such information in writing for use in any registration statement, prospectus, preliminary prospectus or offering circular as is
reasonably necessary for such purpose and may require reasonable indemnity to the Company and its officers and directors from such
holder against all losses, claims, damage and liabilities arising from such use of the information so furnished and caused by any
untrue statement of any material fact therein or caused by the omission to state a material fact required to be stated therein
or necessary to make the statements therein not misleading in the light of the circumstances under which they were made.


 


9.5.     Lock-Up.
Without the prior written consent of the Company or the managing underwriter in any public offering of shares of Common Stock,
no Participant shall sell, make any short sale of, loan, grant any option for the purchase of, pledge or otherwise encumber, or
otherwise dispose of, any shares of Common Stock during the one hundred-eighty (180) day period commencing on the effective date
of the registration statement relating to any underwritten public offering of securities of the Company. The foregoing restrictions
are intended and shall be construed so as to preclude any Participant from engaging in any hedging or other transaction that is
designed to or reasonably could be expected to lead to or result in, a sale or disposition of any shares of Common Stock during
such period even if such shares of Common Stock are or would be disposed of by someone other than such Participant. Such prohibited
hedging or other transactions would include, without limitation, any short sale (whether or not against the box) or any purchase,
sale or grant of any right (including without limitation any put or call option) with respect to any shares of Common Stock or
with respect to any security that includes, relates to, or derives any significant part of its value from any shares of Common
Stock. Without limiting the generality of the foregoing provisions of this Section 9.5, if, in connection with any underwritten
public offering of securities of the Company, the managing underwriter of such offering requires that the Company’s directors
and officers enter into a lock-up agreement containing provisions that are more restrictive than the provisions set forth in the
preceding sentence, then (a) each Participant (regardless of whether or not such Participant has complied or complies with the
provisions of clause (b) below) shall be bound by, and shall be deemed to have agreed to, the same lock-up terms as those to which
the Company’s directors and officers are required to adhere; and (b) at the request of the Company or such managing underwriter,
each Participant shall execute and deliver a lock-up agreement in form and substance equivalent to that which is required to be
executed by the Company’s directors and officers.


 




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9.6.     Placement
of Legends; Stop Orders; etc. Each share of Common Stock to be issued pursuant to Awards granted under the Plan may bear a reference
to the investment representations made in accordance with Section 9.3 in addition to any other applicable restrictions under
the Plan, the terms of the Award and, if applicable, under any Stockholder Agreement and to the fact that no registration statement
has been filed with the Securities and Exchange Commission in respect to such shares of Common Stock. All certificates for shares
of Common Stock or other securities delivered under the Plan shall be subject to such stock transfer orders and other restrictions
as the Committee may deem advisable under the rules, regulations, and other requirements of any stock exchange upon which the Common
Stock is then listed, and any applicable federal or state securities law, and the Committee may cause a legend or legends to be
placed on any such certificates to make appropriate reference to such restrictions.


 


9.7.     Tax
Withholding. Whenever shares of Common Stock are issued or to be issued pursuant to Awards granted under the Plan, the Company
shall have the right to require the recipient to remit to the Company an amount sufficient to satisfy federal, state, local or
other withholding tax requirements if, when, and to the extent required by law (whether so required to secure for the Company
an otherwise available tax deduction or otherwise) prior to the delivery of any certificate or certificates for such shares. The
obligations of the Company under the Plan shall be conditional on satisfaction of all such withholding obligations and the Company
shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the
recipient of an Award. However, in such cases Participants may elect, subject to the approval of the Committee, acting in its
sole discretion, to satisfy an applicable withholding requirement, in whole or in part, by having the Company withhold shares
to satisfy their tax obligations. Participants may only elect to have Shares withheld having a Market Value on the date the tax
is to be determined equal to the minimum statutory total tax which could be imposed on the transaction. All elections shall be
irrevocable, made in writing, signed by the Participant, and shall be subject to any restrictions or limitations that the Committee
deems appropriate


 


		10.	Reservation of Stock



 


The Company shall at
all times during the term of the Plan and any outstanding Options granted hereunder reserve or otherwise keep available such number
of shares of Common Stock as will be sufficient to satisfy the requirements of the Plan (if then in effect) and such Options and
shall pay all fees and expenses necessarily incurred by the Company in connection therewith.


 


		11.	No Special Service Rights



 


Nothing contained in
the Plan or in any Award Agreement shall confer upon any recipient of an Award any right with respect to the continuation of his
or her employment, consulting or Board member relationship with the Company (or any Affiliate), or interfere in any way with the
right of the Company (or any Affiliate), subject to the terms of any separate employment, consulting or Board member agreement
or provision of law or corporate articles or by-laws to the contrary, at any time to terminate such employment, consulting or Board
member agreement or to increase or decrease, or otherwise adjust, the other terms and conditions of the recipient’s employment,
consulting or Board member relationship with the Company and its Affiliates.


 




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		12.	Nonexclusivity of the Plan



 


Neither the adoption
of the Plan by the Board nor the submission of the Plan to the stockholders of the Company 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 and restricted stock other than under the Plan, and such arrangements may be either applicable generally
or only in specific cases.


 


		13.	Termination and Amendment of the Plan



 


The Board may at any
time terminate the Plan or make such amendments or modifications of the Plan as it shall deem advisable. In the event of the termination
of the Plan, the terms of the Plan shall survive any such termination with respect to any Award that is outstanding on the date
of such termination, unless the holder of such Award agrees in writing to terminate such Award or to terminate all or any of the
provisions of the Plan that apply to such Award. Unless the Board otherwise expressly provides, any amendment or modification of
the Plan shall affect the terms of any Award outstanding on the date of such amendment or modification as well as the terms of
any Award made from and after the date of such amendment or modification; provided, however, that, except to the extent otherwise
provided in the last sentence of this paragraph, (i) no amendment or modification of the Plan shall apply to any Award that is
outstanding on the date of such amendment or modification if such amendment or modification would reduce the number of shares subject
to such Award, increase the purchase price applicable to shares subject to such Award or materially adversely affect the provisions
applicable to such Award that relate to the vesting or exercisability of such Award or of the shares subject to such Award, (ii)
no amendment or modification of the Plan shall apply to any Incentive Option that is outstanding on the date of such amendment
or modification if such amendment or modification would result in such Incentive Option no longer being treated as an “incentive
stock option” within the meaning of Section 422 of the Code and (iii) no amendment or modification of the Plan shall apply
to any Award that is outstanding on the date of such amendment or modification unless such amendment or modification of the Plan
shall also apply to all other Awards outstanding on the date of such amendment or modification. In the event of any amendment or
modification of the Plan that is described in clause (i), (ii) or (iii) of the foregoing proviso, such amendment or modification
of the Plan shall apply to any Award outstanding on the date of such amendment or modification only if the recipient of such Award
consents in writing thereto.


 




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The Committee may amend
or modify, prospectively or retroactively, the terms of any outstanding Award without amending or modifying the terms of the Plan
itself, provided that as amended or modified such Award is consistent with the terms of the Plan as in effect at the time of the
amendment or modification of such Award, but no such amendment or modification of such Award shall, without the written consent
of the recipient of such Award, reduce the number of shares subject to such Award, increase the purchase price applicable to shares
subject to such Award, adversely affect the provisions applicable to such Award that relate to the vesting or exercisability of
such Award or of the shares subject to such Award, or otherwise materially adversely affect the terms of such Award (except for
amendments or modifications to the terms of such Award or of the stock subject to such Award that are expressly permitted by the
terms of the Plan or that result from any amendment or modification of the Plan in accordance with the provisions of the first
paragraph of this Section 13), or, if such Award is an Incentive Option, result in such Incentive Option no longer being treated
as an “incentive stock option” within the meaning of Section 422 of the Code.


 


In
addition, notwithstanding anything express or implied in any of the foregoing provisions of this Section 13 to the contrary, the
Committee may amend or modify, prospectively or retroactively, the terms of any outstanding Award to the extent the Committee reasonably
determines necessary or appropriate to conform such Award to the requirements of Section 409A of the Code (concerning non-qualified
deferred compensation), if applicable.


 


		14.	Interpretation of the Plan



 


In the event of any
conflict between the provisions of this Plan and the provisions of any applicable Award Agreement, the provisions of this Plan
shall control, except if and to the extent that the conflicting provision in such Award Agreement was authorized and approved by
the Committee at the time of the grant of the Award evidenced by such Award Agreement or is ratified by the Committee at any time
subsequent to the grant of such Award, in which case the conflicting provision in such Award Agreement shall control. Without limiting
the generality of the foregoing provisions of this Section 14, insofar as possible the provisions of the Plan and such Award Agreement
shall be construed so as to give full force and effect to all such provisions. In the event of any conflict between the provisions
of this Plan and the provisions of any applicable Stockholder Agreement, the provisions of such Stockholder Agreement shall control
except as required to fulfill the intention that this Plan constitute an incentive stock option plan within the meaning of Section
422 of the Code, but insofar as possible the provisions of the Plan and any such Stockholder Agreement shall be construed so as
to give full force and effect to all such provisions.


 


		15.	Notices and Other Communications



 


Any notice, demand,
request or other communication hereunder to any party shall be deemed to be sufficient if contained in a written instrument delivered
in person or duly sent by first class registered, certified or overnight mail, postage prepaid, or telecopied with a confirmation
copy by regular, certified or overnight mail, addressed or telecopied, as the case may be, (i) if to the recipient of an Award,
at his or her residence address last filed with the Company and (ii) if to the Company, at its principal place of business, addressed
to the attention of its Chief Executive Officer, or to such other address or telecopier number, as the case may be, as the addressee
may have designated by notice to the addressor. All such notices, requests, demands and other communications shall be deemed to
have been received: (i) in the case of personal delivery, on the date of such delivery; (ii) in the case of mailing,
when received by the addressee; and (iii) in the case of facsimile transmission, when confirmed by facsimile machine report.


 




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		16.	Governing Law



 


The Plan and all Award
Agreements and actions taken thereunder shall be governed, interpreted and enforced in accordance with the laws of the Commonwealth
of Massachusetts, without regard to the conflict of laws principles thereof.


 


	 	Name:  	/s/ Stephen From




	 	Title:	Chief Executive Officer


 




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