EX-10.14



 Exhibit 10.14 

STILL RIVER SYSTEMS INCORPORATED 

AMENDED AND RESTATED 2005 STOCK OPTION AND INCENTIVE PLAN 

1. Purpose and Eligibility 
 The purpose
of this Amended and Restated 2005 Stock Option and Incentive Plan (the “Plan”) of Still River Systems Incorporated, a Delaware corporation (the “Company”), is to provide stock options and other equity interests in
the Company (each an “Award”) to employees, officers, directors, consultants and advisors of the Company and its Subsidiaries, all of whom are eligible to receive Awards under the Plan. Any person to whom an Award has been granted
under the Plan is called a “Participant.” Additional definitions are contained in Section 8. 
 2. Administration 

a. Administration by Board of Directors. The Plan will be administered by the Board of Directors of the Company (the
“Board”). The Board, in its sole discretion, shall have the authority to grant and amend Awards, to adopt, amend and repeal rules relating to the Plan and to interpret and correct the provisions of the Plan and any Award. All
decisions by the Board shall be final and binding on all interested persons. 
 b. 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 or more committees or subcommittees of the Board (a “Committee”). All references in the Plan to the “Board” shall mean such
Committee or the Board. 
 c. 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 grant Awards and exercise such other powers under the Plan as the Board may determine, provided that the Board shall fix the maximum number of Awards to be granted and the maximum
number of shares issuable to any one Participant pursuant to Awards granted by such executive officers and such delegation shall contain guidelines as to the determination of the exercise price, conversion ratio or price, as applicable, of any Award
and the vesting criteria. The Board may revoke or amend the terms of a delegation at any time but such action shall not invalidate any prior actions of the Board’s delegate or delegates that were consistent with the terms of the Plan. 

d. Sub Plans. The Board shall have authority to adopt any sub-plans applicable to residents of any specified jurisdiction as the Board
deems necessary or appropriate in order to comply with or take advantage of any tax laws applicable to the Company or to Plan Participants or to otherwise facilitate the administration of the Plan, which sub-plans may include additional restrictions
or conditions applicable to shares of Common Stock acquired upon exercise of Awards; provided, however, that all such interpretations, rules, determinations, terms and conditions shall be made and prescribed in the context of preserving the tax
status under Section 422 of the Code of those Options which are designated as Incentive Stock Options. Subject to the foregoing, the interpretation and construction by the Board of any provisions of the Plan or of any Award granted under it
shall be final, unless otherwise determined by the Board. 







 e. Indemnification. Neither the Board nor any member of the Board or any delegatee
thereof, shall be liable for any act, omission, interpretation, construction or determination made in good faith in connection with the Plan, and the members of the Board (and any delegatee thereof) shall be entitled in all cases to indemnification
and reimbursement by the Company in respect of any claim, loss, damage or expense (including, without limitation, reasonable attorneys’ fees) arising or resulting therefrom to the fullest extent permitted by law and/or under any directors’
and officers’ liability insurance coverage which may be in effect from time to time; except that in any case in relation to matters as to which it shall be adjudged in such claim, action, suit or proceeding that the Board or any member of the
Board or any delegatee is liable for negligence or misconduct in the performance of his or her duties; provided that within sixty (60) days after institution of any such action, suit or Board proceeding, the member involved shall offer the
Company, in writing, the opportunity, at its own expense, to handle and defend the same. 
 3. Stock Available for Awards 

a. Number of Shares. Subject to adjustment under Section 3(c), the aggregate number of shares of Common Stock of the Company, par
value $0.001 per share (the “Common Stock”), that may be issued pursuant to the Plan is 4,647,811 shares. If any Award expires, or is terminated, surrendered, cancelled or forfeited, in whole or in part, the unissued Common Stock
covered by such Award shall again be available for the grant of Awards under the Plan. If shares of Common Stock issued pursuant to the Plan are repurchased by, or are surrendered or forfeited to, the Company at no more than cost, such shares of
Common Stock shall again be available for the grant of Awards under the Plan; provided, however, that the cumulative number of such shares that may be so reissued under the Plan will not exceed 4,647,811 shares. Shares issued under the Plan
may consist in whole or in part of authorized but unissued shares. 
 b. Per-Participant Limit. Subject to adjustment under
Section 3(c), no Participant may be granted Awards during any one fiscal year to purchase more than 1,000,000 shares of Common Stock. 

c. Adjustment to Common Stock. In the event of any stock split, stock dividend, extraordinary cash dividend, recapitalization,
reorganization, merger, consolidation, combination, exchange of shares, liquidation, spin-off, split-up, or other similar change in capitalization or event, (i) the number and class of securities available for Awards under the Plan and the
per-Participant share limit, (ii) the number and class of securities, vesting schedule and exercise price per share subject to each outstanding Option, (iii) the repurchase price per security subject to repurchase, and (iv) the terms
of each other outstanding stock-based Award shall be proportionately or appropriately adjusted by the Company (or substituted Awards may be made) to the extent the Board shall determine, in good faith, that such an adjustment (or substitution) is
necessary to avoid distortion in the operation of the Plan. If Section 7(e)(i) applies for any event, this Section 3(c) shall not be applicable. 

  
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 4. 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 and the Common Stock issued upon the exercise of each Option, including vesting provisions,
repurchase provisions and restrictions relating to applicable federal or state securities laws, as it considers advisable. 
 b.
Incentive Stock Options. An Option that the Board intends to be an “incentive stock option” as defined in Section 422 of the Code (an “Incentive Stock Option”) shall be granted only to employees of the Company
and shall be subject to and shall be construed consistently with the requirements of Section 422 of the Code. The Board and the Company shall have no liability if an Option or any part thereof that is intended to be an Incentive Stock Option
does not qualify as such. An Option or any part thereof that does not qualify as an Incentive Stock Option is referred to herein as a “Nonstatutory Stock Option.” No Incentive Stock Option shall be granted under the Plan after the
date which is ten years from the date the Plan is approved by the Board. 
 c. Exercise Price. The Board shall establish the exercise
price (or determine the method by which the exercise price shall be determined) at the time each Option is granted and specify it in the applicable option agreement; provided, however, that the exercise price may not be less than the fair market
value of the Common Stock on the date of grant. 
 d. Duration of Options. Each Option shall be exercisable at such times and subject
to such terms and conditions as the Board may specify in the applicable option agreement, but no Incentive Stock Option shall be exercisable more than ten years after the date the option is granted. 

e. Exercise of Option. Options may be exercised only by delivery to the Company of a written notice of exercise signed by the proper
person together with payment in full as specified in Section 4(f) for the number of shares for which the Option is exercised. 
 f.
Payment Upon Exercise. Common Stock purchased upon the exercise of an Option shall be paid for by one or any combination of the following forms of payment: 

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

(ii) except as otherwise explicitly provided in the applicable option agreement, and only if the Common Stock is then publicly traded,
delivery of an irrevocable and unconditional undertaking by a creditworthy broker to deliver promptly to the Company sufficient funds to pay the exercise price, or delivery by the Participant 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. 

  
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 5. Restricted Stock 

a. Grants. The Board may grant Awards entitling recipients to acquire shares of Common Stock, subject to (i) delivery to the
Company by the Participant of cash or a check in an amount at least equal to the par value of the shares purchased, and (ii) the right of the Company to repurchase all or part of such shares at their issue price or other stated or formula price
from the Participant 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 that Award (each, a “Restricted
Stock Award” and such Common Stock, the “Restricted Stock”). 
 b. Terms and Conditions. The Board shall
determine the terms and conditions of any Restricted Stock Award. Any stock certificates issued in respect of a Restricted Stock Award shall be registered in the name of the Participant and, unless otherwise determined by the Board, deposited by the
Participant, together with a stock power endorsed in blank, with the Company (or its designee). After 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 by a Participant, in a manner determined by the Board, 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 a Participant, Designated Beneficiary shall mean the Participant’s estate. 

c. Rights as a Stockholder. Upon execution of a written instrument setting forth the Restricted Stock Award and payment of any
applicable purchase price, a grantee shall have the rights of a stockholder with respect to the voting of such Restricted Stock, subject to such conditions contained in the written instrument evidencing the Restricted Stock Award. 

d. Waiver, Deferral and Reinvestment of Dividends. The Restricted Stock Award agreement may require or permit the immediate payment,
waiver, deferral or investment of dividends paid on the Restricted Stock. 
 6. 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,
including, without limitation, the grant of shares based upon certain conditions, the grant of securities convertible into Common Stock and the grant of stock appreciation rights, phantom stock awards or stock units. 

7. General Provisions Applicable to Awards 

a. Transferability of Awards. Except as the Board may otherwise determine or provide in 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 the life of the Participant, shall be exercisable
only by the Participant. References to a Participant, to the extent relevant in the context, shall include references to authorized transferees. 

  
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 b. Documentation. Each Award under the Plan shall be evidenced by a written instrument in
such form as the Board shall determine or as executed by an officer of the Company pursuant to authority delegated by the Board. Each Award may contain terms and conditions in addition to those set forth in the Plan provided that such terms
and conditions do not contravene the provisions of the Plan. 
 c. Board Discretion. The terms of each type of Award need not be
identical, and the Board need not treat Participants uniformly. 
 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, or the Participant’s legal
representative, conservator, guardian or Designated Beneficiary, may exercise rights under the Award. 
 e. Acquisition of the
Company. 
 (i) Consequences of an Acquisition. Unless otherwise expressly provided in the applicable Award, upon the
consummation of an Acquisition, the Board or the board of directors of the surviving or acquiring entity (as used in this Section 7(e)(i), also the “Board”), shall, as to outstanding Awards (on the same basis or on different
bases as the Board shall specify), make appropriate provision for the continuation of such Awards by the Company or the assumption of such Awards by the surviving or acquiring entity and by substituting on an equitable basis for the shares then
subject to such Awards either (a) the consideration payable with respect to the outstanding shares of Common Stock in connection with the Acquisition, (b) shares of stock of the surviving or acquiring corporation or (c) such other
securities or other consideration as the Board deems appropriate, the fair market value of which (as determined by the Board in its sole discretion) shall not materially differ from the fair market value of the shares of Common Stock subject to such
Awards immediately preceding the Acquisition. 
 In addition to or in lieu of the foregoing, with respect to outstanding Options, the Board
may, on the same basis or on different bases as the Board shall specify, upon written notice to the affected optionees, provide that one or more Options then outstanding must be exercised, in whole or in part, within a specified number of days of
the date of such notice, at the end of which period such Options shall terminate, or provide that one or more Options then outstanding, in whole or in part, shall be terminated in exchange for a cash payment equal to the excess of the fair market
value (as determined by the Board in its sole discretion) for the shares subject to such Options over the exercise price thereof; provided, however, that before terminating any portion of an Option that is not vested or exercisable (other
than in exchange for a cash payment), the Board must first accelerate in full the exercisability of the portion that is to be terminated. Unless otherwise determined by the Board (on the same basis or on different bases as the Board shall specify),
any repurchase rights or other rights of the Company that relate to an Option or other Award shall continue to apply to consideration, including cash, that has been substituted, assumed or amended for an Option or other Award pursuant to this
paragraph. The Company may hold in escrow all or any portion of any such consideration in order to effectuate any continuing restrictions. 

  
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 (ii) Assumption of Options Upon Certain Events. In connection with a merger or
consolidation of an entity with the Company or the acquisition by the Company of property or stock of an entity, the Board may grant Awards under the Plan in substitution for stock and stock-based awards issued by such entity or an affiliate
thereof. The substitute Awards shall be granted on such terms and conditions as the Board considers appropriate in the circumstances. 

(iii) Parachute Awards. Notwithstanding the provisions of Section 7(e)(i) and 7(e))(iv), if, in connection with an Acquisition
described therein, a tax under Section 4999 of the Code would be imposed on the Participant (after taking into account the exceptions set forth in Sections 280G(b)(4) and 280G(b)(5) of the Code), then the number of Awards which shall become
exercisable, realizable or vested as provided in such section shall be reduced (or delayed), to the minimum extent necessary, so that no such tax would be imposed on the Participant (the Awards not becoming so accelerated, realizable or vested, the
“Parachute Awards”); provided, however, that if the “aggregate present value” of the Parachute Awards would exceed the tax that, but for this sentence, would be imposed on the Participant under
Section 4999 of the Code in connection with the Acquisition, then the Awards shall become immediately exercisable, realizable and vested without regard to the provisions of this sentence. For purposes of the preceding sentence, the
“aggregate present value” of an Award shall be calculated on an after-tax basis (other than taxes imposed by Section 4999 of the Code) and shall be based on economic principles rather than the principles set forth under
Section 280G of the Code and the regulations promulgated thereunder. All determinations required to be made under this Section 7(e)(iii) shall be made by the Company. 

(iv) Accelerated Vesting Due to Acquisition. Unless otherwise expressly provided in the applicable Award, if, within twenty-four months
following consummation of an Acquisition, the Participant’s employment with the Company or its successor is terminated without Cause (as defined herein) or the Participant terminates his or her employment with the Company or its successor for
Good Reason (as defined herein), then, upon such termination, the vesting of such Participant’s Award shall automatically accelerate without any additional action by such Participant and such Participant’s Award shall become immediately
exercisable or vested in full. 
 f. Dissolution or Liquidation of the Company. Upon the dissolution or liquidation of the Company
(other than a dissolution or liquidation in connection with an Acquisition), all Options granted under this Plan that as of such date shall not have been exercised, all Restricted Stock Awards that have not been accepted and any other Awards issued
pursuant to Section 6 of this Plan that have not been exercised or accepted will terminate and become null and void; provided, however, that if the rights of a Participant have not otherwise terminated and expired, the Participant will have the
right immediately prior to such dissolution or liquidation to exercise or accept any Restricted Stock Award to the extent that the Restricted Stock Award is exercisable or subject to acceptance as of the date immediately prior to such dissolution or
liquidation. 

  
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 g. Withholding. Each Participant shall pay to the Company, or make provisions satisfactory
to the Company 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 tax obligations in
whole or in part by transferring shares of Common Stock, including shares retained from the Award creating the tax obligation, valued at their fair market value (as determined by the Board or as determined pursuant to the applicable option
agreement) provided that only the minimum number of shares necessary to satisfy the tax obligation shall be withheld. The Company may, to the extent permitted by law, deduct any such tax obligations from any payment of any kind otherwise due to a
Participant. 
 h. Amendment of Awards. The Board may amend, modify or terminate any outstanding Award including, but not limited to,
substituting therefor another Award of the same or a different type, changing the date of exercise or realization, and converting an Incentive Stock Option to a Nonstatutory Stock Option, provided that 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. 

i. Conditions on Delivery of Stock. The Company will not be obligated to deliver any shares of Common Stock pursuant to the Plan 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 other legal
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 has executed
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. 

j. Acceleration. The Board may at any time provide that any Options shall become immediately exercisable in full or in part, that any
Restricted Stock Awards shall be free of some or all restrictions, or that any other stock-based Awards may become exercisable in full or in part or free of some or all restrictions or conditions, or otherwise realizable in full or in part, as the
case may be, despite the fact that the foregoing actions may (i) cause the application of Sections 280G and 4999 of the Code if a change in control of the Company occurs, or (ii) disqualify all or part of the Option as an Incentive
Stock Option. 
 k. Modification of Incentive Stock Options. Notwithstanding the foregoing, any adjustments made pursuant to
Section 3(c) above with respect to Incentive Stock Options shall be made only after the Board determines whether such adjustments would constitute a “modification” of such Incentive Stock Options (as that term is defined in
Section 424(h) of the Code) or would cause any adverse tax consequences for the holders of such Incentive Stock Options. If the Board determines that such adjustments made with respect to Incentive Stock Options would constitute a modification
of such Incentive Stock Options, it may refrain from making such adjustments, unless the holder of an Incentive Stock Option specifically requests in writing that such adjustment be made and such writing indicates that the holder has full knowledge
of the consequences of such “modification” on his or her income tax treatment with respect to the Incentive Stock Option. 

  
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 8. Miscellaneous 

a. Definitions. 
 (i)
“Acquisition” shall (unless otherwise expressly provided in the applicable Award) be deemed to occur upon the occurrence of any of the following events: (x) the sale of the Company by merger in which the shareholders of the
Company in their capacity as such no longer own a majority of the outstanding equity securities of the Company (or its successor); or (y) any sale of all or substantially all of the assets or capital stock of the Company (other than in a
spin-off or similar transaction) or (z) any other acquisition of the business of the Company, as determined by the Board, excluding, for this purpose, the Company, its subsidiaries, and any employee benefit plan of the Company or its
subsidiaries which acquires beneficial ownership of voting securities of the Company. 
 (ii) “Cause” means: (i) gross
negligence or willful malfeasance in the performance of the Employee’s work or a breach of fiduciary duty or confidentiality obligations to the Company by the Employee; (ii) failure to follow the proper directions of the Employee’s
direct or indirect supervisor after written notice of such failure; (iii) the commission by the Employee of illegal conduct relating to the Company; (iv) disregard by the Employee of the material rules or material policies of the Company
which has not been cured within 15 days after notice thereof from the Company; or (v) intentional acts on the part of the Employee that have generated material adverse publicity toward or about the Company; or (vi) unsatisfactory
performance by the Employee of his or her job with the Company, as determined by the Board of Directors of the Company in its sole discretion. 

(iii) “Code” means the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder. 

(iv) “Company,” for purposes of eligibility under the Plan, shall include any present or future subsidiary corporations of
Still River Systems Incorporated as defined in Section 424(f) of the Code (a “Subsidiary”), and any present or future parent corporation of Still River Systems Incorporated, as defined in Section 424(e) of the Code. For
purposes of Awards other than Incentive Stock Options, the term “Company” shall include any other business venture in which the Company has a direct or indirect significant interest, as determined by the Board in its sole
discretion. 
 (v) “Employee” for purposes of eligibility under the Plan (but not for purposes of Section 4(b)) shall
include a person to whom an offer of employment has been extended by the Company. 
 (vi) “Good Reason” means: (i) a
reduction in the Employee’s base salary from that on the date of an acquisition, other than as part of a salary reduction program among multiple employees; (iii) a material and adverse change in the Employee’s duties,
responsibilities, authority or reporting responsibilities; or (iv) a relocation by the Company of the Employee’s primary working location to a location that is fifty (50) or more miles from the Employee’s primary working location
on the date of an acquisition, without the Employee’s prior written consent. 

  
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 b. No Right To Employment or Other Status. No person shall have any claim or right to be
granted an Award, and the 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 its relationship with a Participant free from any liability or claim under the Plan. 
 c. No Rights As Stockholder.
Subject to the provisions of the applicable Award, no Participant or Designated Beneficiary shall have any rights as a stockholder with respect to any shares of Common Stock to be distributed with respect to an Award until becoming the record holder
thereof. 
 d. Effective Date and Term of Plan. The Plan shall become effective on the date on which it is adopted by the Board. No
Awards shall be granted under the Plan after the completion of ten years from the date on which the Plan was adopted by the Board, but Awards previously granted may extend beyond that date. 

e. Amendment of Plan. The Board may amend, suspend or terminate the Plan or any portion thereof at any time. 

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

					
		  		  	 Adopted by the Board of Directors on :

September 27, 2006

			
		  		  	 Approved by the stockholders on:

January 18, 2007



  
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