Exhibit 10.1


  


APPLIED DNA SCIENCES, INC.


2005 INCENTIVE STOCK PLAN


 


(Amended and Restated as of January 21, 2015)


 


THIS APPLIED DNA SCIENCES, INC. 2005 INCENTIVE
STOCK PLAN (the “Plan”) is designed to retain directors, executives and selected employees and consultants
and reward them for making major contributions to the success of the Company. These objectives are accomplished by making long-term
incentive awards under the Plan thereby providing Participants with a proprietary interest in the growth and performance of the
Company.


 


		1.	Definitions.



 


		(a)	“Board” - The Board of Directors of the Company.



 


		(b)	“Code” - The Internal Revenue Code of 1986, as amended from time to time.



 


		(c)	“Committee” - The Compensation Committee of the Company’s Board, or such other committee of the Board
that is designated by the Board to administer the Plan, composed of not less than two members of the Board whom are disinterested
persons, as contemplated by Rule 16b-3 (“Rule 16b-3”) promulgated under the Securities Exchange Act of 1934,
as amended (the “Exchange Act”).



 


		(d)	“Company” - APPLIED DNA SCIENCES, INC. and its subsidiaries including subsidiaries of subsidiaries.



 


		(e)	“Exchange Act” - The Securities Exchange Act of 1934, as amended from time to time.



 


		(f)	“Fair Market Value” - The fair market value of the Company’s issued and outstanding Stock as determined
in good faith by the Board or Committee.



 


		(g)	“Grant” - The grant of any form of stock option, stock award, or stock purchase offer, whether granted singly,
in combination, or in tandem, to a Participant pursuant to such terms, conditions and limitations as the Committee may establish
in order to fulfill the objectives of the Plan.



 


		(h)	“Grant Agreement” - An agreement between the Company and a Participant that sets forth the terms, conditions
and limitations applicable to a Grant.



 


		(i)	“Option” - Either an Incentive Stock Option, in accordance with Section 422 of Code, or a Nonstatutory Option,
to purchase the Company’s Stock, that may be awarded to a Participant under the Plan. A Participant who receives an award
of an Option shall be referred to as an “Optionee.”



 


		(j)	“Participant” - A director, officer, employee or consultant of the Company to whom an Award has been made
under the Plan.



 


		(k)	“Restricted Stock Purchase Offer” - A Grant of the right to purchase a specified number of shares of Stock
pursuant to a written agreement issued under the Plan.



  


		(l)	“Securities Act” - The Securities Act of 1933, as amended from time to time.



 


		(m)	“Stock” - Authorized and issued or unissued shares of common stock of the Company.



 


		(n)	“Stock Award” - A Grant made under the Plan in Stock or denominated in units of Stock for which the Participant
is not obligated to pay additional consideration.



 




     


     


    

  


		2.	Administration. The Plan shall be administered by the Board, provided however, that the Board may delegate such administration
to the Committee. Subject to the provisions of the Plan, the Board and/or the Committee shall have authority to (a) grant,
in its discretion, Incentive Stock Options in accordance with Section 422 of the Code, or Nonstatutory Options, Stock Awards or
Restricted Stock Purchase Offers; (b) determine in good faith the fair market value of the Stock covered by any Grant; (c) determine
which eligible persons shall receive Grants and the number of shares, restrictions, terms and conditions to be included in such
Grants; (d) construe and interpret the Plan; (e) promulgate, amend and rescind rules and regulations relating to its
administration, and correct defects, omissions and inconsistencies in the Plan or any Grant; (f) consistent with the Plan
and with the consent of the Participant, as appropriate, amend any outstanding Grant or amend the exercise date or dates thereof;
(g) determine the duration and purpose of leaves of absence which may be granted to Participants without constituting termination
of their employment for the purpose of the Plan or any Grant; and (h) make all other determinations necessary or advisable
for the Plan’s administration. The interpretation and construction by the Board and/or the Committee of any provisions of
the Plan or selection of Participants shall be conclusive and final. No member of the Board or the Committee shall be liable for
any action or determination made in good faith with respect to the Plan or any Grant made thereunder.



 


		3.	Eligibility.



 


		(a)	General: The persons who shall be eligible to receive Grants shall be directors, officers,  employees or consultants
to the Company. The term consultant shall mean any person, other than an employee or non-employee director, who is engaged by the
Company to render services and is compensated for such services.  An Optionee may hold more than one Option. Any issuance
of a Grant to an officer or director of the Company subsequent to the first registration of any of the securities of the Company
under the Exchange Act shall comply with the requirements of Rule 16b-3.



 


		(b)	Incentive Stock Options:  Incentive Stock Options may only be issued to employees of the Company. Incentive
Stock Options may be granted to officers or directors, provided they are also employees of the Company. Payment of a director’s
fee shall not be sufficient to constitute employment by the Company.



 


The Company shall not grant an Incentive Stock
Option under the Plan to any employee if such Grant would result in such employee holding the right to exercise for the first time
in any one calendar year, under all Incentive Stock Options granted under the Plan or any other plan maintained by the Company,
with respect to shares of Stock having an aggregate fair market value,  determined as of the date of the Option is granted,
in excess of $100,000.  Should it be determined that an Incentive Stock Option granted under the Plan exceeds such maximum
for any reason other than a failure in good faith to value the Stock subject to such option, the excess portion of such option
shall be considered a Nonstatutory Option. To the extent the employee holds two (2) or more such Options which become exercisable
for the first time in the same calendar year, the foregoing limitation on the exercisability of such Option as Incentive Stock
Options under the Federal tax laws shall be applied on the basis of the order in which such Options are granted. If, for any reason,
an entire Option does not qualify as an Incentive Stock Option by reason of exceeding such maximum, such Option shall be considered
a Nonstatutory Option.


 


		(c)	Nonstatutory Option:  The provisions of the foregoing Section 3(b) shall not apply to any Option designated
as a “Nonstatutory Option” or which sets forth the intention of the parties that the Option be a Nonstatutory Option.



 


		(d)	Stock Awards and Restricted Stock Purchase Offers:  The provisions of this Section 3 shall not apply to any
Stock Award or Restricted Stock Purchase Offer under the Plan.



 


		4.	Stock.



 


		(a)	Authorized Stock: Stock subject to Grants may be either unissued or reacquired Stock.



 




     


     


    

  


		(b)	Number of Shares:  Subject to adjustment as provided in Section 5(i) of the Plan, the total number of shares
of Stock which may be purchased or granted directly by Options, Stock Awards or Restricted Stock Purchase Offers, or purchased
indirectly through exercise of Options granted under the Plan shall not exceed 8,333,333. If any Grant shall for any reason terminate
or expire, any shares allocated thereto but remaining unpurchased upon such expiration or termination shall again be available
for Grants with respect thereto under the Plan as though no Grant had previously occurred with respect to such shares. Any shares
of Stock issued pursuant to a Grant and repurchased pursuant to the terms thereof shall be available for future Grants as though
not previously covered by a Grant.  No more than 833,334 shares of Stock may be issued pursuant to Awards granted in
any calendar year to any individual.



 


		(c)	Reservation of Shares:  The Company shall reserve and keep available at all times during the term of the Plan
such number of shares as shall be sufficient to satisfy the requirements of the Plan.  If, after reasonable efforts,
which efforts shall not include the registration of the Plan or Grants under the Securities Act, the Company is unable to obtain
authority from any applicable regulatory body, which authorization is deemed necessary by legal counsel for the Company for the
lawful issuance of shares hereunder, the Company shall be relieved of any liability with respect to its failure to issue and sell
the shares for which such requisite authority was so deemed necessary unless and until such authority is obtained.



 


		(d)	Application of Funds:  The proceeds received by the Company from the sale of Stock pursuant to the exercise
of Options or rights under Stock Purchase Agreements will be used for general corporate purposes.



 


		(e)	No Obligation to Exercise:  The issuance of a Grant shall impose no obligation upon the Participant to exercise
any rights under such Grant.



  


		5.	Terms and Conditions of Options. Options granted hereunder shall be evidenced by agreements between the Company and
the respective Optionees, in such form and substance as the Board or Committee shall from time to time approve. Option agreements
need not be identical, and in each case may include such provisions as the Board or Committee may determine, but all such agreements
shall be subject to and limited by the following terms and conditions:



 


	 	(a)	Number
    of Shares:  Each Option shall state the number of shares to which it pertains.


 


	 	(b)	Exercise
    Price: Each Option shall state the exercise price, which shall be determined as follows:


 


		(i)	Any Incentive Stock Option granted to a person who at the time the Option is granted owns (or is deemed to own pursuant to
Section 424(d) of the Code) stock possessing more than ten percent (10%) of the total combined voting power or value of all classes
of stock of the Company (“Ten Percent Holder”) shall have an exercise price of no less than 110% of the Fair
Market Value of the Stock as of the date of grant; and



 


		(ii)	Incentive Stock Options granted to a person who at the time the Option is granted is not a Ten Percent Holder and all Nonstatutory
Options shall have an exercise price of no less than 100% of the Fair Market Value of the Stock as of the date of grant.



 


For the purposes of this Section 5(b), the Fair Market Value shall
be as determined by the Board in good faith, which determination shall be conclusive and binding; provided however, that if there
is a public market for such Stock, the Fair Market Value per share shall be the average of the bid and asked prices (or the closing
price if such stock is listed on the NASDAQ National Market System or Small Cap Issue Market) on the date of grant of the Option,
or if listed on a stock exchange, the closing price on such exchange on such date of grant.


 


		(c)	Medium and Time of Payment:  The exercise price shall become immediately due upon exercise of the Option and
shall be paid in cash or check made payable to the Company. Should the Company’s outstanding Stock be registered under Section
12(g) of the Exchange Act at the time the Option is exercised, then the exercise price may also be paid as follows:



 




     


     


    

  


		(i)	in shares of Stock held by the Optionee for the requisite period necessary to avoid a charge to the Company’s earnings
for financial reporting purposes and valued at Fair Market Value on the exercise date, or



 


		(ii)	through a special sale and remittance procedure pursuant to which the Optionee shall concurrently provide irrevocable written
instructions (a) to a Company designated brokerage firm to effect the immediate sale of the purchased shares and remit to the Company,
out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate exercise price payable for the
purchased shares plus all applicable Federal, state and local income and employment taxes required to be withheld by the Company
by reason of such purchase and (b) to the Company to deliver the certificates for the purchased shares directly to such brokerage
firm in order to complete the sale transaction.



 


At the discretion of the Board, exercisable either at the time of
Option grant or of Option exercise, the exercise price may also be paid in such other form of consideration as may be acceptable
to the Board, subject to applicable Delaware and federal law, including, without limitation, deemed payment through the delivery
of “net shares” by the Company to the Optionee pursuant to a cashless exercise procedure.


 


		(d)	Term and Exercise of Options:   In no event shall any Option be exercisable after the expiration of ten (10)
years from the date it is granted, and no Incentive Stock Option granted to a Ten Percent Holder shall, by its terms, be exercisable
after the expiration of five (5) years from the date of the Option.



 


Each Option shall be exercisable to the nearest
whole share, in installments or otherwise, as the respective Option agreements may provide. During the lifetime of an Optionee,
the Option shall be exercisable only by the Optionee and shall not be assignable or transferable by the Optionee, and no other
person shall acquire any rights therein. To the extent not exercised, installments (if more than one) shall accumulate, but shall
be exercisable, in whole or in part, only during the period for exercise as stated in the Option agreement, whether or not other
installments are then exercisable.


 


Termination of Status as Employee, Consultant
or Director: Except as otherwise determined by the Board or the Committee, if an Optionee ceases to be employed by or provided
other services to the Company, then, unless sooner terminated, the vested portion of the Option will terminate if and to the extent
it is not exercised within 90 days after the date of the Optionee’s termination of employment or service (or one year if
the Optionee’s employment or service terminates by reason of his or her “Disability” (as defined below) or death),
provided, however, that, if the Optionee’s employment is terminated by the Company for “Cause” (as defined below),
then the Option (whether or not vested) will terminate upon the date of such termination of employment or service. An Option will
be forfeited upon the termination of an Optionee’s employment or service if and to the extent the Option is not or does not
become vested at such time.


 


		(e)	Definitions: For the purposes hereof, the term “Cause” means an Optionee’s (a) conviction or plea
of nolo contendre to a felony; (b) commission of fraud or a material act or omission involving dishonesty with respect to the Company
or its Affiliates, as reasonably determined by the Company; (c) willful failure or refusal to carry out the material responsibilities
of his or her employment, as reasonably determined by the Company; (d) gross negligence, willful misconduct, or engaging in a pattern
of behavior which has had or is reasonably likely to have a significant adverse effect on the Company, as reasonably determined
by the Company; or (e) willfully engaging in any act or omission that is in material violation of a material policy of the Company,
including, without limitation, policies on business ethics and conduct, and policies on the use of inside information and insider
trading. The term “Disability” shall have the meaning ascribed thereto pursuant to Section 22(e)(3) of the Code.



 


		(f)	Nontransferability of Option:  No Option shall be transferable by the Optionee, except by will or by the laws
of descent and distribution.



 




     


     


    

  


		(g)	Recapitalization:  Subject to any required action of shareholders, the number of shares of Stock covered by
each outstanding Option, the maximum number of shares of Stock that may be covered by Awards granted to any individual in any calendar
year, and the exercise price per share covered by any Option shall be proportionately adjusted for any increase or decrease in
the number of issued shares of Stock of the Company resulting from a stock split, stock dividend, combination, subdivision or reclassification
of shares, or the payment of a stock dividend, or any other increase or decrease in the number of such shares affected without
receipt of consideration by the Company; provided, however, the conversion of any convertible securities of the Company shall not
be deemed to have been “effected without receipt of consideration” by the Company.



 


In the event of a proposed dissolution or liquidation
of the Company, a merger or consolidation in which the Company is not the surviving entity, or a sale of all or substantially all
of the assets or capital stock of the Company (collectively, a  “Reorganization”), unless otherwise
provided by the Board, each Option shall terminate immediately prior to such date as is determined by the Board, which date shall
be no later than the consummation of such Reorganization.  In such event, if the entity which shall be the surviving
entity does not tender to Optionee an offer, for which it has no obligation to do so, to substitute for any unexercised Option
a stock option or capital stock of such surviving of such surviving entity, as applicable, which on an equitable basis shall provide
the Optionee with substantially the same economic benefit as such unexercised Option, then the Board may grant to such Optionee,
in its sole and absolute discretion and without obligation, the right for a period commencing thirty (30) days prior to and ending
immediately prior to the date determined by the Board pursuant hereto for termination of the Option or during the remaining term
of the Option, whichever is the lesser, to exercise any unexpired Option or Options without regard to the installment provisions
of Paragraph 6(d) of the Plan; provided, that any such right granted shall be granted to all Optionees not receiving an offer to
receive substitute options on a consistent basis, and provided further, that any such exercise shall be subject to the consummation
of such Reorganization.


 


Subject to any required action of shareholders,
if the Company shall be the surviving entity in any merger or consolidation, each outstanding Option thereafter shall pertain to
and apply to the securities to which a holder of shares of Stock equal to the shares subject to the Option would have been entitled
by reason of such merger or consolidation.


 


In the event of a change in the Stock of the
Company as presently constituted, which is limited to a change of all of its authorized shares without par value into the same
number of shares with a par value, the shares resulting from any such change shall be deemed to be the Stock within the meaning
of the Plan.


 


To the extent that the foregoing adjustments
relate to stock or securities of the Company, such adjustments shall be made by the Board, whose determination in that respect
shall be final, binding and conclusive. Except as expressly provided in this Section 5(i), the Optionee shall have no rights by
reason of any subdivision or consolidation of shares of stock of any class or the payment of any stock dividend or any other increase
or decrease in the number of shares of stock of any class, and the number or price of shares of Stock subject to any Option shall
not be affected by, and no adjustment shall be made by reason of any dissolution, liquidation, merger, consolidation or sale of
assets or capital stock, or any issue by the Company of shares of stock of any class or securities convertible into shares of stock
of any class.


 


The Grant of an Option pursuant to the Plan
shall not affect in any way the right or power of the Company to make any adjustments, reclassifications, reorganizations or changes
in its capital or business structure or to merge, consolidate, dissolve, or liquidate or to sell or transfer all or any part of
its business or assets.


 


		(h)	Rights as a Shareholder:  An Optionee shall have no rights as a shareholder with respect to any shares covered
by an Option until the effective date of the issuance of the shares following exercise of such Option by Optionee. No adjustment
shall be made for dividends (ordinary or extraordinary, whether in cash, securities or other property) or distributions or other
rights for which the record date is prior to the date such stock certificate is issued, except as expressly provided in Section
5(i) hereof.



 




     


     


    

  


		(i)	Modification, Acceleration, Extension, and, Renewal of Options:  Subject to the terms and conditions and within
the limitations of the Plan, the Board may modify an Option, or, once an Option in exercisable, accelerate the rate at which it
may be exercised, and may extend or renew outstanding Options granted under the Plan or accept the surrender of outstanding Options
(to the extent not theretofore exercised) and authorize the granting of new Options in substitution for such Options, provided
such action is not prohibited by Section 422 of the Code or other applicable law; however, no modification of an Option shall without
the consent of the Optionee, alter to the Optionee’s detriment or impair any rights or obligations under any Option theretofore
granted under the Plan.



 


		(j)	Exercise Before Exercise Date:  At the discretion of the Board, the Option may, but need not, include a provision
whereby the Optionee may elect to exercise all or any portion of the Option prior to the stated exercise date of the Option or
any installment thereof. Any shares so purchased prior to the stated exercise date shall be subject to repurchase by the Company
upon termination of Optionee’s employment as contemplated by Section 5(n) hereof prior to the exercise date stated in the
Option and such other restrictions and conditions as the Board or Committee may deem advisable.



 


		(k)	Other Provisions: The Option agreements authorized under the Plan shall contain such other provisions, including, without
limitation, restrictions upon the exercise of the Options, as the Board or the Committee shall deem advisable. The Board or the
Committee may permit Options to be exercised beyond the time periods described herein; provided, however, that no Option may be
exercised more than 10 years after the date it is granted.  Shares shall not be issued pursuant to the exercise of an
Option, if, in the opinion of legal counsel for the Company, the exercise of such Option and/or the issuance of shares thereunder
would violate applicable law or the rules and regulations of any exchange upon which the shares of the Company are listed. Without
limiting the generality of the foregoing, the exercise of each Option shall be subject to the condition that if at any time the
Company shall determine that (i) the satisfaction of withholding tax or other similar liabilities, or (ii) the listing,
registration or qualification of any shares covered by such exercise upon any securities exchange or under any state or federal
law, or (iii) the consent or approval of any regulatory body, or (iv) the perfection of any exemption from any such withholding,
listing, registration, qualification, consent or approval is necessary or desirable in connection with such exercise or the issuance
of shares thereunder, then in any such event, such exercise shall not be effective unless such withholding, listing, registration,
qualification, consent, approval or exemption shall have been effected, obtained or perfected free of any conditions not acceptable
to the Company.



 


		6.	Stock Awards and Restricted Stock Purchase Offers.



 


		(a)	Types of Grants.



 


		(i)	Stock Award.  All or part of any Stock Award under the Plan may be subject to conditions established by the
Board or the Committee, and set forth in the Stock Award Agreement, which may include, but are not limited to, continuous service
with the Company, achievement of specific business objectives, increases in specified indices, attaining growth rates and other
comparable measurements of Company performance. Such Awards may be based on Fair Market Value or other specified valuation.



  


		(ii)	Restricted Stock Purchase Offer.  A Grant of a Restricted Stock Purchase Offer under the Plan shall be subject
to such (i) vesting contingencies related to the Participant’s continued association with the Company for a specified time
and (ii) other specified conditions as the Board or Committee shall determine, in their sole discretion, consistent with the provisions
of the Plan.



 




     


     


    

  


		(b)	Conditions and Restrictions.  Shares of Stock which Participants may receive as a Stock Award under a Stock
Award Agreement or Restricted Stock Purchase Offer under a Restricted Stock Purchase Offer may include such restrictions as the
Board or Committee, as applicable, shall determine, including restrictions on transfer, repurchase rights, right of first refusal,
and forfeiture provisions. When transfer of Stock is so restricted or subject to forfeiture provisions it is referred to as “Restricted
Stock”.  Further, with Board or Committee approval, Stock Awards or Restricted Stock Purchase Offers may be
deferred, either in the form of installments or a future lump sum distribution. The Board or Committee may permit selected Participants
to elect to defer distributions of Stock Awards or Restricted Stock Purchase Offers in accordance with procedures established by
the Board or Committee to assure that such deferrals comply with applicable requirements of the Code (including, without limitation,
Section 409A of the Code) including, at the choice of Participants, the capability to make further deferrals for distribution after
retirement. Any deferred distribution, whether elected by the Participant or specified by the Stock Award Agreement, Restricted
Stock Purchase Offers or by the Board or Committee, may require the payment be forfeited in accordance with the provisions of Section
6(c). Dividends or dividend equivalent rights may be extended to and made part of any Stock Award or Restricted Stock Purchase
Offers denominated in Stock or units of Stock, subject to such terms, conditions and restrictions as the Board or Committee may
establish.



 


		(c)	Cancellation and Rescission of Grants.  Unless the Stock Award Agreement or Restricted Stock Purchase Offer
specifies otherwise, the Board or Committee, as applicable, may cancel any unexpired, unpaid, or deferred Grants at any time if
the Participant is not in compliance with all other applicable provisions of the Stock Award Agreement or Restricted Stock Purchase
Offer, the Plan and with the following conditions:



 




     


     


    

  


		(i)	A Participant shall not render services for any organization or engage directly or indirectly in any business which, in the
judgment of the chief executive officer of the Company or other senior officer designated by the Board or Committee, is or becomes
competitive with the Company, or which organization or business, or the rendering of services to such organization or business,
is or becomes otherwise prejudicial to or in conflict with the interests of the Company. For Participants whose employment has
terminated, the judgment of the chief executive officer shall be based on the Participant’s position and responsibilities
while employed by the Company, the Participant’s post-employment responsibilities and position with the other organization
or business, the extent of past, current and potential competition or conflict between the Company and the other organization or
business, the effect on the Company’s customers, suppliers and competitors and such other considerations as are deemed relevant
given the applicable facts and circumstances.  A Participant who has retired shall be free, however, to purchase as an
investment or otherwise, stock or other securities of such organization or business so long as they are listed upon a recognized
securities exchange or traded over-the-counter, and such investment does not represent a substantial investment to the Participant
or a greater than ten percent (10%) equity interest in the organization or business.



 


		(ii)	A Participant shall not, without prior written authorization from the Company, disclose to anyone outside the Company, or use
in other than the Company’s business, any confidential information or material, as defined in the Company’s Proprietary  Information
and Invention Agreement or similar agreement regarding confidential information and intellectual property, relating to the business
of the Company, acquired by the Participant either during or after employment with the Company.



 




     


     


    

  


		(iii)	A Participant, pursuant to the Company’s Proprietary Information and Invention Agreement, shall disclose promptly and
assign to the Company all right, title and interest in any invention or idea, patentable or not, made or conceived by the Participant
during employment by the Company, relating in any manner to the actual or anticipated business, research or development work of
the Company and shall do anything reasonably necessary to enable the Company to secure a patent where appropriate in the United
States and in foreign countries.



 


		(iv)	Upon exercise, payment or delivery pursuant to a Grant, the Participant shall certify on a form acceptable to the Committee
that he or she is in compliance with the terms and conditions of the Plan. Failure to comply with all of the provisions of this
Section 6(c) prior to, or during the six months after, any exercise, payment or delivery pursuant to a Grant shall cause such exercise,
payment or delivery to be rescinded. The Company shall notify the Participant in writing of any such rescission within two years
after such exercise, payment or delivery. Within ten days after receiving such a notice from the Company, the Participant shall
pay to the Company the amount of any gain realized or payment received as a result of the rescinded exercise, payment or delivery
pursuant to a Grant. Such payment shall be made either in cash or by returning to the Company the number of shares of Stock that
the Participant received in connection with the rescinded exercise, payment or delivery.



 




     


     


    

  


	 	(d)	Nonassignability.


 


	 	(i)	Except pursuant to Section 6(e)(iii) and except as set forth in Section (d)(ii), no Grant or any other benefit under the Plan shall be assignable or transferable, or payable to or exercisable by, anyone other than the Participant to whom it was granted.


 


	 	(ii)	Where a Participant terminates employment and retains a Grant pursuant to Section 6(e)(ii) in order to assume a position with a governmental, charitable or educational institution, the Board or Committee, in its discretion, and to the extent permitted by law, may authorize a third party (including but not limited to the trustee of a “blind” trust), acceptable to the applicable governmental or institutional authorities, the Participant and the Board or Committee, to act on behalf of the Participant with regard to such awards.


  


	 	(e)	Termination of Employment.  If the employment or service to the Company of a Participant terminates, other than pursuant to any of the following provisions under this Section 6(e), all unexercised, deferred and unpaid Stock Awards or Restricted Stock Purchase Offers shall be cancelled immediately, unless the Stock Award Agreement or Restricted Stock Purchase Offer provides otherwise:


 


	 	(i)	Retirement Under a Company Retirement Plan.  When a Participant’s employment terminates as a result of retirement in accordance with the terms of a Company retirement plan, the Board or Committee may permit Stock Awards or Restricted Stock Purchase Offers to continue in effect beyond the date of retirement in accordance with the applicable Grant Agreement and the exercisability and vesting of any such Grants may be accelerated.


 


	 	(ii)	Rights in the Best Interests of the Company.  When a Participant resigns from the Company and, in the judgment of the Board or Committee, the acceleration and/or continuation of outstanding Stock Awards or Restricted Stock Purchase Offers would be in the best interests of the Company, the Board or Committee may (i) authorize, where appropriate, the acceleration and/or continuation of all or any part of Grants issued prior to such termination and (ii) permit the exercise, vesting and payment of such Grants for such period as may be set forth in the applicable Grant Agreement, subject to earlier cancellation pursuant to Section 9 or at such time as the Board or Committee shall deem the continuation of all or any part of the Participant’s Grants are not in the Company’s best interest.


 




     


     


    

  


	 	(iii)	Death or Disability of a Participant.


 


	 	(1)	In the event of a Participant’s death, the Participant’s estate or beneficiaries shall have a period up to the expiration date specified in the Grant Agreement within which to receive or exercise any outstanding Grant held by the Participant under such terms as may be specified in the applicable Grant Agreement. Rights to any such outstanding Grants shall pass by will or the laws of descent and distribution in the following order: (a) to beneficiaries so designated by the Participant; if none, then (b) to a legal representative of the Participant; if none, then (c) to the persons entitled thereto as determined by a court of competent jurisdiction. Grants so passing shall be made at such times and in such manner as if the Participant were living.


 


	 	(2)	In the event a Participant is deemed by the Board or Committee to be unable to perform his or her usual duties by reason of mental disorder or medical condition which does not result from facts which would be grounds for termination for cause, Grants and rights to any such Grants may be paid to or exercised by the Participant, if legally competent, or a committee or other legally designated guardian or representative if the Participant is legally incompetent by virtue of such disability.


  


	 	(3)	After the death or disability of a Participant, the Board or Committee may in its sole discretion at any time (1) terminate restrictions in Grant Agreements; (2) accelerate any or all installments and rights; and (3) instruct the Company to pay the total of any accelerated payments in a lump sum to the Participant, the Participant’s estate, beneficiaries or representative; notwithstanding that, in the absence of such termination of restrictions or acceleration of payments, any or all of the payments due under the Grant might ultimately have become payable to other beneficiaries.


 


	 	(4)	In the event of uncertainty as to interpretation of or controversies concerning this Section 6, the determinations of the Board or Committee, as applicable, shall be binding and conclusive.


 


	7.	Investment
    Intent.  All Grants under the Plan are intended to be exempt from registration under the Securities Act provided
    by Rule 701 thereunder. Unless and until the granting of Options or sale and issuance of Stock subject to the Plan
    are registered under the Securities Act or shall be exempt pursuant to the rules promulgated thereunder, each Grant under
    the Plan shall provide that the purchases or other acquisitions of Stock thereunder shall be for investment purposes and not
    with a view to, or for resale in connection with, any distribution thereof. Further, unless the issuance and sale of the Stock
    have been registered under the Securities Act, each Grant shall provide that no shares shall be purchased upon the exercise
    of the rights under such Grant unless and until (i) all then applicable requirements of state and federal laws and regulatory
    agencies shall have been fully complied with to the satisfaction of the Company and its counsel, and (ii) if requested to
    do so by the Company, the person exercising the rights under the Grant shall (i) give written assurances as to knowledge and
    experience of such person (or a representative employed by such person) in financial and business matters and the ability
    of such person (or representative) to evaluate the merits and risks of exercising the Option, and (ii) execute and deliver
    to the Company a letter of investment intent and/or such other form related to applicable exemptions from registration, all
    in such form and substance as the Company may require. If shares are issued upon exercise of any rights under a Grant without
    registration under the Securities Act, subsequent registration of such shares shall relieve the purchaser thereof of any investment
    restrictions or representations made upon the exercise of such rights.


 




     


     


    

  


	8.	Amendment, Modification, Suspension or Discontinuance of the Plan. The Board may, insofar as permitted by law, from time to time, with respect to any shares at the time not subject to outstanding Grants, suspend or terminate the Plan or revise or amend it in any respect whatsoever, except that without the approval of the shareholders of the Company, no such revision or amendment shall (i) increase the number of shares subject to the Plan, (ii) decrease the price at which Grants may be granted, (iii) materially increase the benefits to Participants, or (iv) change the class of persons eligible to receive Grants under the Plan; provided, however, no such action shall alter or impair the rights and obligations under any Option, or Stock Award, or Restricted Stock Purchase Offer outstanding as of the date thereof without the written consent of the Participant thereunder. No Grant may be issued while the Plan is suspended or after it is terminated, but the rights and obligations under any Grant issued while the Plan is in effect shall not be impaired by suspension or termination of the Plan.


 


In the event of any change in the outstanding
Stock by reason of a stock split, stock dividend, combination or reclassification of shares, recapitalization, merger, or similar
event, the Board or the Committee may adjust proportionally (a) the number of shares of Stock (i) reserved under the Plan, (ii) issuable
under Awards granted to any individual in any calendar year, (iii) available for Incentive Stock Options and Nonstatutory Options
and (iv) covered by outstanding Stock Awards or Restricted Stock Purchase Offers; (b) the Stock prices related to outstanding Grants;
and (c) the appropriate Fair Market Value and other price determinations for such Grants. In the event of any other change
affecting the Stock or any distribution (other than normal cash dividends) to holders of Stock, such adjustments as may be deemed
equitable by the Board or the Committee, including adjustments to avoid fractional shares, shall be made to give proper effect
to such event. In the event of a corporate merger, consolidation, acquisition of property or stock, separation, reorganization
or liquidation, the Board or the Committee shall be authorized to issue or assume stock options, whether or not in a transaction
to which Section 424(a) of the Code applies, and other Grants by means of substitution of new Grant Agreements for previously issued
Grants or an assumption of previously issued Grants.


  


Unless sooner terminated, the Plan shall terminate
on January 25, 2025.


 


	9.	Tax Withholding.  The Company shall have the right to deduct applicable taxes from any compensation payable to the Participant, whether or not pursuant to the Plan, including, without limitation, the right to withhold, at the time of delivery or exercise of Options, Stock Awards or Restricted Stock Purchase Offers or vesting of shares under such Grants, an appropriate number of shares for payment of taxes required by law or to take such other action as may be necessary in the opinion of the Company to satisfy all obligations for withholding of such taxes. If Stock is used to satisfy tax withholding, such stock shall be valued based on the Fair Market Value when the tax withholding is required to be made.


 


	10.	Notice. Any written notice to the Company required by any of the provisions of the Plan shall be addressed to the chief personnel officer or to the chief executive officer of the Company, and shall become effective when it is received by the office of the chief personnel officer or the chief executive officer.


 


	11.	Indemnification of Board.  In addition to such other rights or indemnifications as they may have as directors or otherwise, and to the extent allowed by applicable law, the members of the Board and the Committee shall be indemnified by the Company against the reasonable expenses, including attorneys’ fees, actually and necessarily incurred in connection with the defense of any claim, action, suit or proceeding, or in connection with any appeal thereof, to which they or any of them may be a party by reason of any action taken, or failure to act, under or in connection with the Plan or any Grant granted thereunder, and against all amounts paid by them in settlement thereof (provided such settlement is approved by independent legal counsel selected by the Company) or paid by them in satisfaction of a judgment in any such claim, action, suit or proceeding, except in any case in relation to matters as to which it shall be adjudged in such claim, action, suit or proceeding that such Board or Committee member 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.


 


	12.	Governing Law.  All rights and obligations under the Plan and each Award agreement or instrument shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its principles of conflict of laws.


 




     


     


    

  


EMPLOYEE STOCK OPTION AGREEMENT


 


UNDER THE


 


APPLIED DNA SCIENCES, INC.


 


2005 INCENTIVE STOCK PLAN


 


AGREEMENT made as of the ______ day of ______,
by and between APPLIED DNA SCIENCES, INC. (the “Company”) and _________________________________ (the “Optionee”).


 


1.          Award.
Pursuant to the Applied DNA Sciences, Inc. 2005 Incentive Stock Plan (the “Plan”), the Company hereby grants to the
Optionee an option (the “Option”) to purchase up to __________________ shares of the Company’s common stock (the
“Common Stock”) at an exercise price per share of $_______ upon the terms and conditions set forth in this Agreement
and the Plan. The Optionee acknowledges having received a copy of the Plan. The provisions of the Plan will govern in the event
of any inconsistency with the terms of this Agreement. Capitalized terms used but not defined in this Agreement will have the meanings
ascribed to them by the Plan.


 


2.          Option
Term. Unless terminated sooner, the Option shall expire if and to the extent it is not exercised within five years from the
date hereof.


 


3.          Vesting
Conditions. Except as otherwise provided, the Option will become      % vested on the date hereof
and the balance of the Option will become vested in            equal annual increments
(each for        % of the shares covered by the Option) beginning on the first anniversary of
the date hereof, subject to the Optionee’s continuous employment with the Company or any of its subsidiaries (“Applied
DNA Sciences”) through the applicable vesting date.


 


4.          Termination
of Employment.


 


(a)          General.
If the Optionee ceases to be employed by Applied DNA Sciences for any reason other than death or disability, then, unless sooner
terminated under the terms hereof, the vested portion of the Option will terminate if and to the extent it is not exercised within
three months after the date of the Optionee’s termination of employment, provided, however, that, if the Optionee’s
employment is terminated by the Company for “cause” (as defined below), then the Option (whether or not vested) will
terminate upon the date of such termination of employment. If the Optionee’s employment is terminated by reason of the Optionee’s
death or disability, then, unless sooner terminated under the terms hereof, the vested portion of the Option will terminate if
and to the extent it is not exercised within six months after the date of such termination of employment. The Option will be forfeited
by the Optionee and will terminate at the time of the termination of the Optionee’s employment with Applied DNA Sciences
if and to the extent the Option is not or does not become vested at such time.


 


(b)          Definitions
of Disability and Cause. For the purposes hereof: (1) the term “disability” means the inability of the Optionee
to perform the material duties of the Optionee’s employment by reason of a physical or mental illness or condition that is
expected to last indefinitely or result in death, as determined by a duly licensed physician selected by the Company; and (2) the
term “cause” means (A) the Optionee’s willful and repeated failure or refusal to perform the duties of the Optionee’s
employment after written notice thereof by the Company, (B) the Optionee’s conviction of a felony or other crime that has
or could reasonably be expected to have a material adverse effect on the Company or on the ability of the Optionee to properly
perform the duties of the Optionee’s employment, (C) substance abuse by the Optionee which impedes the ability of the Optionee
to perform the duties and responsibilities of the Optionee’s employment or which otherwise has or could reasonably be expected
to have an adverse effect on the Company; or (C) the Optionee’s violation of material Company policy, or the Optionee’s
gross negligence or other misconduct that has or could reasonably be expected to have a material adverse effect on the Company
or on the ability of the Optionee to properly perform the duties of the Optionee’s employment.


 




     


     


    

  


5.          Exercise
of Option. If the Option becomes vested, it may be exercised in whole or in part by delivering to the Company (a) a written
notice specifying the number of whole shares of Common Stock with respect to which the Option is being exercised, and (b) payment
in full of the exercise price, together with the amount, if any, deemed necessary by the Company to enable it to satisfy any income
tax withholding obligations attributable to the exercise. The exercise price and withholding amount shall be payable by bank or
certified check or pursuant to such other methods as may be permitted by the Company in accordance with the Plan, including, without
limitation, issuance of net shares, delivery of previously-owned shares of Common Stock and broker-assisted “cashless”
exercise in accordance with applicable law.


 


6.          Compliance
with Law; Transfer Orders; Legends.  The Company will not be obligated to issue or deliver shares of Common Stock
pursuant to this Option unless the issuance and delivery of such shares complies with applicable law, including, without limitation,
the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the requirements of any stock exchange
or market upon which the Common Stock may then be listed, and shall be further subject to the approval of counsel for the Company
with respect to such compliance.  All certificates for shares of Common Stock delivered under this Option shall be subject
to such stock-transfer orders and other restrictions as the Company may deem advisable under the rules, regulations, and other
requirements of the Securities and Exchange Commission, any stock exchange or market upon which the Common Stock may then be listed,
and any applicable federal or state securities law.  The Company may cause a legend or legends to be placed on any such
certificates to make appropriate reference to such restrictions.


 


7.          Rights
as a Stockholder. No shares of Common Stock shall be sold or delivered hereunder until full payment for such shares has been
made (including, for this purpose, satisfaction of the applicable withholding tax). The Optionee shall have no rights as a stockholder
with respect to any shares covered by this Option unless and until the Option is exercised and the shares covered by the exercise
of the Option are issued in the name of the Optionee.


 


8.          Assignment;
Beneficiary. The Option and the Optionee’s rights with respect thereto may not be assigned, pledged or transferred except
to the Optionee’s beneficiary following the Optionee’s death (subject to the terms of this Agreement and the Plan),
and any attempted assignment, pledge or transfer in violation of this Agreement or the Plan will be void ab initio and of no force
or effect. The Optionee may designate a beneficiary by filing a written (or electronic) beneficiary designation form with the Company
in a manner prescribed or deemed acceptable for this purpose by the Company. Each such beneficiary designation will automatically
revoke all prior designations by the Optionee. If the Optionee does not make a valid beneficiary designation during the Optionee’s
lifetime or if no designated beneficiary survives the Optionee, the Optionee’s beneficiary will be deemed to be the Optionee’s
surviving spouse or, if none, the Optionee’s estate.


 


9.          No
Other Rights Conferred. The grant of the Option under this Agreement shall not be deemed to constitute a contract of employment
with the Optionee or affect in any way the right of the Company or a subsidiary to terminate the Optionee’s employment at
any time for any or no reason. Compensation attributable to the Option shall not be taken into account as compensation for purposes
of determining the Optionee’s benefits or entitlements under any employee pension, savings, group insurance, severance or
other benefit plan or arrangement, unless and except to the extent otherwise specifically provided by such plan or arrangement.


 


10.          Withholding.
The Company’s obligation to issue shares of Common Stock pursuant to the exercise of the Option shall be subject to and conditioned
upon the satisfaction by the Optionee of applicable tax withholding obligations. The Company and its subsidiaries may require the
Optionee to remit an amount sufficient to satisfy applicable withholding taxes or deduct or withhold such amount from any payments
otherwise owed the Optionee (whether or not under this Agreement or the Plan). The Optionee expressly elects to authorize the Company
to deduct from any compensation or any other payment of any kind due to the Optionee, including withholding the issuance of shares
of Common Stock, the amount of any federal, state, local or foreign taxes required by law to be withheld as a result of the exercise
of the Option; provided, however, that the value of the shares withheld may not exceed the statutory minimum withholding amount
required by law.


 


11.         Committee
Authority. The Board of Directors of the Company (the “Board”) or, if applicable, the Compensation Committee of
the (the “Committee”) shall have complete discretion in the exercise of its rights, powers, and duties under this Agreement.
Any interpretation or construction of any provision of, and the determination of any question arising under, this Agreement shall
be made by the Board or the Committee, as the case may be, in its discretion and such exercise shall be final, conclusive, and
binding.


 




     


     


    

  


12.         Successors.
This Agreement shall be binding upon, and inure to the benefit of, any successor or successors of the Company and any beneficiary
of the Optionee.


 


13.         Construction.
This Agreement is intended to reflect the grant of the Option upon the terms and conditions authorized by the Plan. Any provisions
of this Agreement that cannot be so administered, interpreted, or construed shall be disregarded. In the event that any provision
of this Agreement is held invalid or unenforceable, such provision shall be considered separate and apart from the remainder of
this Agreement, which shall remain in full force and effect. In the event that any provision, including any restrictive covenant
made as a part of this Agreement, is held to be unenforceable for being unduly broad as written, such provision shall be deemed
amended to narrow its application to the extent necessary to make the provision enforceable according to applicable law and shall
be enforced as amended.


 


14.         Applicable
Law. The validity, construction, interpretation and effect of this Agreement shall be governed by and construed in accordance
with the laws of the State of Delaware, without giving effect to the conflicts of laws provisions thereof.


 


IN WITNESS WHEREOF, the parties have executed
this Agreement as of the date first above written.


 


	 	APPLIED DNA SCIENCES, INC.
	 	 
	 	By:	 
	 	 
	 	Optionee