Exhibit
10.14


 


IMMUNOCELLULAR
THERAPEUTICS, LTD.


2022
EQUITY INCENTIVE PLAN


ADOPTED
BY THE BOARD OF DIRECTORS: OCTOBER 27, 2022


APPROVED
BY THE STOCKHOLDERS: November 15, 2022


 


		1.	GENERAL.



 


		(a)	Eligible
                                            Award Recipients. Employees, Directors and Consultants are eligible to receive Awards
                                            under the Plan.
	 	 	 
		(b)	Available
                                            Awards. The Plan provides for the grant of the following types of Awards: (i) Incentive
                                            Stock Options, (ii) Nonstatutory Stock Options, (iii) Stock Appreciation Rights (iv) Restricted
                                            Stock Awards, (v) Restricted Stock Unit Awards, (vi) Performance Stock Awards, (vii) Performance
                                            Cash Awards, and (viii) Other Stock Awards. 
	 	 	 
		(c)	Purpose.
                                            The Plan, through the granting of Awards, is intended to help the Company secure and
                                            retain the services of eligible award recipients, provide incentives for such persons to
                                            exert maximum efforts for the success of the Company and any Affiliate and provide a means
                                            by which the eligible recipients may benefit from increases in value of the Common Stock.



 


		2.	ADMINISTRATION.



 


		(a)	Administration
                                            by Board. The Board will administer the Plan. The Board may delegate administration of
                                            the Plan to a Committee or Committees, as provided in Section 2(c).
	 	 	 
		(b)	Powers
                                            of Board. The Board will have the power, subject to, and within the limitations of, the
                                            express provisions of the Plan:



 


		(i)	To
                                            determine (A) who will be granted Awards; (B) when and how each Award will be granted; (C)
                                            what type of Award will be granted; (D) the provisions of each Award (which need not be identical),
                                            including when a person will be permitted to exercise or otherwise receive cash or Common
                                            Stock under the Award; (E) the number of shares of Common Stock subject to, or the cash value
                                            of, an Award; and (F) the Fair Market Value applicable to a Stock Award.
	 	 	 
		(ii)	To
                                            construe and interpret the Plan and Awards granted under it, and to establish, amend and
                                            revoke rules and regulations for administration of the Plan and Awards. The Board, in the
                                            exercise of these powers, may correct any defect, omission or inconsistency in the Plan or
                                            in any Award Agreement, in a manner and to the extent it will deem necessary or expedient
                                            to make the Plan or Award fully effective.
	 	 	 
		(iii)	To
                                            settle all controversies regarding the Plan and Awards granted under it.



 




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		(iv)	To
                                            accelerate, in whole or in part, the time at which an Award may be exercised or vest (or
                                            at which cash or shares of Common Stock may be issued).
	 	 	 
		(v)	To
                                            suspend or terminate the Plan at any time. Except as otherwise provided in the Plan or an
                                            Award Agreement, suspension or termination of the Plan will not impair a Participant’s
                                            rights under the Participant’s then-outstanding Award without the Participant’s
                                            written consent except as provided in subsection (viii) below.
	 	 	 
		(vi)	To
                                            amend the Plan in any respect the Board deems necessary or advisable, including, without
                                            limitation, by adopting amendments relating to Incentive Stock Options and certain nonqualified
                                            deferred compensation under Section 409A of the Code and/or to make the Plan or Awards granted
                                            under the Plan compliant with the requirements for Incentive Stock Options or exempt from
                                            or compliant with the requirements for nonqualified deferred compensation under Section 409A
                                            of the Code, subject to the limitations, if any, of applicable law. However, if required
                                            by applicable law or listing requirements, and except as provided in Section 9(a) relating
                                            to Capitalization Adjustments, the Company will seek stockholder approval of any amendment
                                            of the Plan that (A) materially increases the number of shares of Common Stock available
                                            for issuance under the Plan, (B) materially expands the class of individuals eligible to
                                            receive Awards under the Plan, (C) materially increases the benefits accruing to Participants
                                            under the Plan, (D) materially reduces the price at which shares of Common Stock may be issued
                                            or purchased under the Plan, (E) materially extends the term of the Plan, or (F) materially
                                            expands the types of Awards available for issuance under the Plan. Except as provided in
                                            the Plan (including Section 2(b)(viii)) or an Award Agreement, no amendment of the Plan will
                                            impair a Participant’s rights under an outstanding Award without the Participant’s
                                            written consent.
	 	 	 
		(vii)	To
                                            submit any amendment to the Plan for stockholder approval, including, but not limited to,
                                            amendments to the Plan intended to satisfy the requirements of (A) Section 162(m) of the
                                            Code regarding the exclusion of performance-based compensation from the limit on corporate
                                            deductibility of compensation paid to Covered Employees, (B) Section 422 of the Code regarding
                                            incentive stock options or (C) Rule 16b-3.



 




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		(viii)	To
                                            approve forms of Award Agreements for use under the Plan and to amend the terms of any one
                                            or more Awards, including, but not limited to, amendments to provide terms more favorable
                                            to the Participant than previously provided in the Award Agreement, subject to any specified
                                            limits in the Plan that are not subject to Board discretion; provided, however,
                                            that a Participant’s rights under any Award will not be impaired by any such amendment
                                            unless (A) the Company requests the consent of the affected Participant, and (B) such Participant
                                            consents in writing. Notwithstanding the foregoing, (1) a Participant’s rights will
                                            not be deemed to have been impaired by any such amendment if the Board, in its sole discretion,
                                            determines that the amendment, taken as a whole, does not materially impair the Participant’s
                                            rights, and (2) subject to the limitations of applicable law, if any, the Board may amend
                                            the terms of any one or more Awards without the affected Participant’s consent (A)
                                            to maintain the qualified status of the Award as an Incentive Stock Option under Section
                                            422 of the Code; (B) to change the terms of an Incentive Stock Option, if such change results
                                            in impairment of the Award solely because it impairs the qualified status of the Award as
                                            an Incentive Stock Option under Section 422 of the Code; (C) to clarify the manner of exemption
                                            from, or to bring the Award into compliance with, Section 409A of the Code; or (D) to comply
                                            with other applicable laws or listing requirements.
	 	 	 
		(ix)	Generally,
                                            to exercise such powers and to perform such acts as the Board deems necessary or expedient
                                            to promote the best interests of the Company and that are not in conflict with the provisions
                                            of the Plan or Awards.
	 	 	 
		(x)	To
                                            adopt such procedures and sub-plans as are necessary or appropriate to permit participation
                                            in the Plan by Employees, Directors or Consultants who are foreign nationals or employed
                                            outside the United States (provided that Board approval will not be necessary for immaterial
                                            modifications to the Plan or any Award Agreement that are required for compliance with the
                                            laws of the relevant foreign jurisdiction).



 


		(c)	Delegation
                                            to Committee.



 


		(i)	General.
                                            The Board may delegate some or all of the administration of the Plan to a Committee or
                                            Committees. If administration of the Plan is delegated to a Committee, the Committee will
                                            have, in connection with the administration of the Plan, the powers theretofore possessed
                                            by the Board that have been delegated to the Committee, including the power to delegate to
                                            a subcommittee of the Committee any of the administrative powers the Committee is authorized
                                            to exercise (and references in this Plan to the Board will thereafter be to the Committee
                                            or subcommittee, as applicable). Any delegation of administrative powers will be reflected
                                            in resolutions, not inconsistent with the provisions of the Plan, adopted from time to time
                                            by the Board or Committee (as applicable). The Committee may, at any time, abolish the subcommittee
                                            and/or revest in the Committee any powers delegated to the subcommittee. The Board may retain
                                            the authority to concurrently administer the Plan with the Committee and may, at any time,
                                            revest in the Board some or all of the powers previously delegated.



 




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		(ii)	Section
                                            162(m) and Rule 16b-3 Compliance. The Committee may consist solely of two (2) or more
                                            Outside Directors, in accordance with Section 162(m) of the Code, or solely of two (2) or
                                            more Non-Employee Directors, in accordance with Rule 16b-3.



 


		(d)	Delegation
                                            to an Officer. The Board may delegate to one (1) or more Officers the authority to do
                                            one or both of the following (i) designate Employees who are not Officers to be recipients
                                            of Options, SARs, or, to the extent permitted by applicable law, other Stock Awards and,
                                            to the extent permitted by applicable law, the terms of such Awards, and (ii) determine the
                                            number of shares of Common Stock to be subject to such Stock Awards granted to such Employees;
                                            provided, however, that the Board resolutions regarding such delegation will specify
                                            the total number of shares of Common Stock that may be subject to the Stock Awards granted
                                            by such Officer and that such Officer may not grant a Stock Award to himself or herself.
                                            Any such Stock Awards will be granted on the form of Award Agreement most recently approved
                                            for use by the Committee or the Board, unless otherwise provided in the resolutions approving
                                            the delegation authority. The Board may not delegate authority to an Officer who is acting
                                            solely in the capacity of an Officer (and not also as a Director) to determine the Fair Market
                                            Value pursuant to Section 13(x)(iii) below.
	 	 	 
		(e)	Effect of Board’s Decision. All determinations, interpretations and constructions
                                            made by the Board in good faith will not be subject to review by any person and will be final,
                                            binding and conclusive on all persons.
	 	 	 
		(f)	Cancellation
                                            and Re-Grant of Stock Awards. Neither the Board nor any Committee will have the authority
                                            to: (i) reduce the exercise, purchase or strike price of any outstanding Option, SAR or Other
                                            Stock Award under the Plan, or (ii) cancel any outstanding Option, SAR or Other Stock Award
                                            that has an exercise price or strike price greater than the current Fair Market Value of
                                            the Common Stock in exchange for cash or other Stock Awards under the Plan, unless the stockholders
                                            of the Company have approved such an action within twelve (12) months prior to such an event.



 


		3.	SHARES
                                            SUBJECT TO THE PLAN.



 


		(a)	Share
                                            Reserve.



 


		(i)	Subject
                                            to Section 9(a) relating to Capitalization Adjustments, the aggregate number of shares of
                                            Common Stock that may be issued pursuant to the Plan from and after the Effective Date will
                                            not exceed 20,000,000 shares (such aggregate number of shares, the “Share Reserve”).



 




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		(ii)	For
                                            clarity, the Share Reserve in this Section 3(a) is a limitation on the number of shares of
                                            Common Stock that may be issued pursuant to the Plan. Accordingly, this Section 3(a) does
                                            not limit the granting of Stock Awards except as provided in Section 7(a). Shares may be
                                            issued in connection with a merger or acquisition as permitted by NASDAQ Listing Rule 5635(c)
                                            or, if applicable, NYSE Listed Company Manual Section 303A.08, AMEX Company Guide Section
                                            711 or other applicable rule, and such issuance will not reduce the number of shares available
                                            for issuance under the Plan.



 


		(b)	Reversion
                                            of Shares to the Share Reserve. If a Stock Award or any portion thereof (i) expires or
                                            otherwise terminates without all of the shares covered by such Stock Award having been issued
                                            or (ii) is settled in cash (i.e., the Participant receives cash rather than stock),
                                            such expiration, termination or settlement will not reduce (or otherwise offset) the number
                                            of shares of Common Stock that may be available for issuance under the Plan. If any shares
                                            of Common Stock issued pursuant to a Stock Award are forfeited back to or repurchased by
                                            the Company because of the failure to meet a contingency or condition required to vest such
                                            shares in the Participant, then the shares that are forfeited or repurchased will revert
                                            to and again become available for issuance under the Plan. Any shares reacquired by the Company
                                            in satisfaction of tax withholding obligations on a Stock Award or as consideration for the
                                            exercise or purchase price of a Stock Award will again become available for issuance under
                                            the Plan.
	 	 	 
		(c)	Section
                                            162(m) Limitations. Subject to the Share Reserve and Section 9(a) relating to Capitalization
                                            Adjustments, at such time as the Company may be subject to the applicable provisions of Section
                                            162(m) of the Code, the following limitations will apply.



 


		(i)	A
                                            maximum of 2,000,000 shares of Common Stock subject to Options, SARs and Other Stock Awards
                                            whose value is determined by reference to an increase over an exercise or strike price of
                                            at least 100% of the Fair Market Value on the date any such Stock Award is granted may be
                                            granted under the Plan as “qualified performance-based compensation” under Section
                                            162(m) of the Code to any one Participant during any fiscal year. Grants in excess of the
                                            foregoing annual limit of any additional Options, SARs or Other Stock Awards whose value
                                            is determined by reference to an increase over an exercise or strike price of at least 100%
                                            of the Fair Market Value on the date any such Stock Award is granted will not satisfy the
                                            requirements for such “qualified performance-based compensation” unless such
                                            additional Stock Awards are separately approved by the Company’s stockholders in a
                                            manner that complies with the applicable requirements of Section 162(m) of the Code.
	 	 	 
		(ii)	A
                                            maximum of 2,000,000 shares of Common Stock subject to Performance Stock Awards may be granted
                                            to any one Participant during any one fiscal year (whether the grant, vesting or exercise
                                            is contingent upon the attainment during the Performance Period of the Performance Goals).



 




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		(iii)	A
                                            maximum of $2,000,000 may be granted as a Performance Cash Award to any one Participant during
                                            any one fiscal year.



 


		(d)	Limitation
                                            on Grants to Non-Employee Directors. The maximum number of shares subject to Stock Awards
                                            granted under this Plan or under any other equity plan maintained by the Company during a
                                            single fiscal year to any Non-Employee Director, taken together with any cash fees paid to
                                            such Non-Employee Director during the fiscal year, will not exceed $375,000 in total value
                                            (calculating the value of any such Stock Awards based on the grant date fair value of such
                                            Stock Awards for financial reporting purposes and excluding, for this purpose, the value
                                            of any dividend equivalent payments paid pursuant to any Stock Award granted in a previous
                                            fiscal year).
	 	 	 
		(e)	Source
                                            of Shares. The stock issuable under the Plan will be shares of authorized but unissued
                                            or reacquired Common Stock, including shares repurchased by the Company on the open market
                                            or otherwise.



 


		4.	ELIGIBILITY.



 


		(a)	Eligibility
                                            for Specific Stock Awards. Incentive Stock Options may be granted only to employees of
                                            the Company or a “parent corporation” or “subsidiary corporation”
                                            thereof (as such terms are defined in Sections 424(e) and 424(f) of the Code). Stock Awards
                                            other than Incentive Stock Options may be granted to Employees, Directors and Consultants;
                                            provided, however, that Stock Awards may not be granted to Employees, Directors
                                            and Consultants who are providing Continuous Service only to any “parent” of
                                            the Company, as such term is defined in Rule 405, unless (i) the stock underlying such Stock
                                            Awards is treated as “service recipient stock” under Section 409A of the Code
                                            (for example, because the Stock Awards are granted pursuant to a corporate transaction such
                                            as a spin off transaction) or (ii) the Company, in consultation with its legal counsel, has
                                            determined that such Stock Awards are otherwise exempt from or alternatively comply with
                                            the distribution requirements of Section 409A of the Code.
	 	 	 
		(b)	Ten
                                            Percent Stockholders. A Ten Percent Stockholder will not be granted an Incentive Stock
                                            Option unless the exercise price of such Option is at least one hundred ten percent (110%)
                                            of the Fair Market Value on the date of grant and the Option is not exercisable after the
                                            expiration of five (5) years from the date of grant.



 




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		5.	PROVISIONS
                                            RELATING TO OPTIONS AND STOCK APPRECIATION RIGHTS.



 


Each
Option or SAR will be in such form and will contain such terms and conditions as the Board deems appropriate. All Options will be separately
designated Incentive Stock Options or Nonstatutory Stock Options at the time of grant, and, if certificates are issued, a separate certificate
or certificates will be issued for shares of Common Stock purchased on exercise of each type of Option. If an Option is not specifically
designated as an Incentive Stock Option, or if an Option is designated as an Incentive Stock Option but some portion or all of the Option
fails to qualify as an Incentive Stock Option under the applicable rules, then the Option (or portion thereof) will be a Nonstatutory
Stock Option. The provisions of separate Options or SARs need not be identical; provided, however, that each Award Agreement
will conform to (through incorporation of provisions hereof by reference in the applicable Award Agreement or otherwise) the substance
of each of the following provisions:


 


		(a)	Term.
                                            Subject to the provisions of Section 4(b) regarding Ten Percent Stockholders, no Option
                                            or SAR will be exercisable after the expiration of ten (10) years from the date of its grant
                                            or such shorter period specified in the Award Agreement. Notwithstanding the preceding sentence,
                                            if the expiration date of any such Option or SAR occurs during a period in which the sale
                                            of any Common Stock received upon exercise of an Option or SAR would violate the Company’s
                                            insider trading policy (each, a “Blackout Period”) and the holder
                                            of such Option or SAR has not terminated employment or service with the Company or any Affiliate
                                            on or prior to the expiration date set forth in the preceding sentence (the “Original
                                            Expiration Date”), the Original Expiration Date will automatically be extended
                                            to the earlier of (i) the date that occurs thirty (30) days after the expiration of the applicable
                                            Blackout Period, and (ii) the day before the tenth anniversary (or if the Option is an ISO
                                            granted to any Ten Percent Stockholder, the fifth anniversary) of the date on which the Option
                                            or SAR was granted (in either case, the “Extended Expiration Date”).
                                            For the sake of clarity, the preceding sentence will not apply to any holder of an Option
                                            or SAR who terminates employment or service with the Company or any Affiliate on or prior
                                            to the Original Expiration Date, notwithstanding the fact that such date may occur during
                                            a Blackout Period.
	 	 	 
		(b)	Exercise
                                            Price. Subject to the provisions of Section 4(b) regarding Ten Percent Stockholders,
                                            the exercise or strike price of each Option or SAR will be not less than one hundred percent
                                            (100%) of the Fair Market Value of the Common Stock subject to the Option or SAR on the date
                                            the Award is granted. Notwithstanding the foregoing, an Option or SAR may be granted with
                                            an exercise or strike price lower than one hundred percent (100%) of the Fair Market Value
                                            of the Common Stock subject to the Award if such Award is granted pursuant to an assumption
                                            of or substitution for another option or stock appreciation right pursuant to a Corporate
                                            Transaction and in a manner consistent with the provisions of Section 409A of the Code and,
                                            if applicable, Section 424(a) of the Code. Each SAR will be denominated in shares of Common
                                            Stock equivalents.
	 	 	 
		(c)	Purchase
                                            Price for Options. The purchase price of Common Stock acquired pursuant to the exercise
                                            of an Option may be paid, to the extent permitted by applicable law and as determined by
                                            the Board in its sole discretion, by any combination of the methods of payment set forth
                                            below. The Board will have the authority to grant Options that do not permit all of the following
                                            methods of payment (or that otherwise restrict the ability to use certain methods) and to
                                            grant Options that require the consent of the Company to use a particular method of payment.
                                            The permitted methods of payment are as follows:



 


		(i)	by
                                            cash, check, bank draft or money order payable to the Company;



 




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		(ii)	pursuant
                                            to a program developed under Regulation T as promulgated by the Federal Reserve Board that,
                                            prior to the issuance of the stock subject to the Option, results in either the receipt of
                                            cash (or check) by the Company or the receipt of irrevocable instructions to pay the aggregate
                                            exercise price to the Company from the sales proceeds;
	 	 	 
		(iii)	by
                                            delivery to the Company (either by actual delivery or attestation) of shares of Common Stock;
	 	 	 
		(iv)	if
                                            an Option is a Nonstatutory Stock Option, by a “net exercise” arrangement pursuant
                                            to which the Company will reduce the number of shares of Common Stock issuable upon exercise
                                            by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate
                                            exercise price; provided, however, that the Company will accept a cash or other
                                            payment from the Participant to the extent of any remaining balance of the aggregate exercise
                                            price not satisfied by such reduction in the number of whole shares to be issued. Shares
                                            of Common Stock will no longer be subject to an Option and will not be exercisable thereafter
                                            to the extent that (A) shares issuable upon exercise are used to pay the exercise price pursuant
                                            to the “net exercise,” (B) shares are delivered to the Participant as a result
                                            of such exercise, and (C) shares are withheld to satisfy tax withholding obligations; or
	 	 	 
		(v)	in
                                            any other form of legal consideration that may be acceptable to the Board and specified in
                                            the applicable Award Agreement.



 


		(d)	Exercise
                                            and Payment of a SAR. To exercise any outstanding SAR, the Participant must provide written
                                            notice of exercise to the Company in compliance with the provisions of the Award Agreement
                                            evidencing such SAR. The appreciation distribution payable on the exercise of a SAR will
                                            be not greater than an amount equal to the excess of (A) the aggregate Fair Market Value
                                            (on the date of the exercise of the SAR) of a number of shares of Common Stock equal to the
                                            number of Common Stock equivalents in which the Participant is vested under such SAR, and
                                            with respect to which the Participant is exercising the SAR on such date, over (B) the aggregate
                                            strike price of the number of Common Stock equivalents with respect to which the Participant
                                            is exercising the SAR on such date. The appreciation distribution may be paid in Common Stock,
                                            in cash, in any combination of the two or in any other form of consideration, as determined
                                            by the Board and contained in the Award Agreement evidencing such SAR.



 




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		(e)	Transferability
                                            of Options and SARs. The Board may, in its sole discretion, impose such limitations on
                                            the transferability of Options and SARs as the Board will determine. In the absence of such
                                            a determination by the Board to the contrary, the following restrictions on the transferability
                                            of Options and SARs will apply:



 


		(i)	Restrictions
                                            on Transfer. An Option or SAR will not be transferable except by will or by the laws
                                            of descent and distribution (and pursuant to Sections 5(e)(ii) and 5(e)(iii)), and will be
                                            exercisable during the lifetime of the Participant only by the Participant. The Board may
                                            permit transfer of the Option or SAR in a manner that is not prohibited by applicable tax
                                            and securities laws. Except as explicitly provided in the Plan, neither an Option nor a SAR
                                            may be transferred for consideration.
	 	 	 
		(ii)	Domestic
                                            Relations Orders. Subject to the approval of the Board or a duly authorized Officer,
                                            an Option or SAR may be transferred pursuant to the terms of a domestic relations order,
                                            official marital settlement agreement or other divorce or separation instrument as permitted
                                            by Treasury Regulations Section 1.421-1(b)(2). If an Option is an Incentive Stock Option,
                                            such Option may be deemed to be a Nonstatutory Stock Option as a result of such transfer.
	 	 	 
		(iii)	Beneficiary
                                            Designation. Subject to the approval of the Board or a duly authorized Officer, a Participant
                                            may, by delivering written notice to the Company, in a form approved by the Company (or the
                                            designated broker), designate a third party who, upon the death of the Participant, will
                                            thereafter be entitled to exercise the Option or SAR and receive the Common Stock or other
                                            consideration resulting from such exercise. In the absence of such a designation, upon the
                                            death of the Participant, the executor or administrator of the Participant’s estate
                                            will be entitled to exercise the Option or SAR and receive the Common Stock or other consideration
                                            resulting from such exercise. However, the Company may prohibit designation of a beneficiary
                                            at any time, including due to any conclusion by the Company that such designation would be
                                            inconsistent with the provisions of applicable laws.



 


		(f)	Vesting
                                            Generally. The total number of shares of Common Stock subject to an Option or SAR may
                                            vest and become exercisable in periodic installments that may or may not be equal. The Option
                                            or SAR may be subject to such other terms and conditions on the time or times when it may
                                            or may not be exercised (which may be based on the satisfaction of Performance Goals or other
                                            criteria) as the Board may deem appropriate. The vesting provisions of individual Options
                                            or SARs may vary. The provisions of this Section 5(f) are subject to any Option or SAR provisions
                                            governing the minimum number of shares of Common Stock as to which an Option or SAR may be
                                            exercised.



 




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		(g)	Termination
                                            of Continuous Service. Except as otherwise provided in the applicable Award Agreement
                                            or other agreement between the Participant and the Company, if a Participant’s Continuous
                                            Service terminates (other than for Cause and other than upon the Participant’s death
                                            or Disability), the Participant may exercise the Participant’s Option or SAR (to the
                                            extent that the Participant was entitled to exercise such Award as of the date of termination
                                            of Continuous Service) within the period of time ending on the earlier of (i) the date three
                                            (3) months following the termination of the Participant’s Continuous Service (or such
                                            longer or shorter period specified in the applicable Award Agreement), and (ii) the expiration
                                            of the term of the Option or SAR as set forth in the Award Agreement. If, after termination
                                            of Continuous Service, the Participant does not exercise the Participant’s Option or
                                            SAR (as applicable) within the applicable time frame, the Option or SAR will terminate.
	 	 	 
		(h)	Extension
                                            of Termination Date. Except as otherwise provided in the applicable Award Agreement or
                                            other agreement between the Participant and the Company, if the exercise of an Option or
                                            SAR following the termination of the Participant’s Continuous Service (other than for
                                            Cause and other than upon the Participant’s death or Disability) would be prohibited
                                            at any time solely because the issuance of shares of Common Stock would violate the registration
                                            requirements under the Securities Act, then the Option or SAR will terminate on the earlier
                                            of (i) the expiration of a total period of time (that need not be consecutive) equal to the
                                            applicable post-termination exercise period after the termination of the Participant’s
                                            Continuous Service during which the exercise of the Option or SAR would not be in violation
                                            of such registration requirements, or (ii) the expiration of the term of the Option or SAR
                                            as set forth in the applicable Award Agreement. In addition, unless otherwise provided in
                                            a Participant’s Award Agreement, if the sale of any Common Stock received upon exercise
                                            of an Option or SAR following the termination of the Participant’s Continuous Service
                                            (other than for Cause) would violate the Company’s insider trading policy, then the
                                            Option or SAR will terminate on the earlier of (i) the expiration of a period of time (that
                                            need not be consecutive) equal to the applicable post-termination exercise period after the
                                            termination of the Participant’s Continuous Service during which the sale of the Common
                                            Stock received upon exercise of the Option or SAR would not be in violation of the Company’s
                                            insider trading policy, or (ii) the expiration of the term of the Option or SAR as set forth
                                            in the applicable Award Agreement.
	 	 	 
		(i)	Disability
                                            of Participant. Except as otherwise provided in the applicable Award Agreement or other
                                            agreement between the Participant and the Company, if a Participant’s Continuous Service
                                            terminates as a result of the Participant’s Disability, the Participant may exercise
                                            the Participant’s Option or SAR (to the extent that the Participant was entitled to
                                            exercise such Option or SAR as of the date of termination of Continuous Service), but only
                                            within such period of time ending on the earlier of (i) the date twelve (12) months following
                                            such termination of Continuous Service (or such longer or shorter period specified in the
                                            Award Agreement), and (ii) the expiration of the term of the Option or SAR as set forth in
                                            the Award Agreement. If, after termination of Continuous Service, the Participant does not
                                            exercise the Participant’s Option or SAR within the applicable time frame, the Option
                                            or SAR (as applicable) will terminate.



 




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		(j)	Death
                                            of Participant. Except as otherwise provided in the applicable Award Agreement or other
                                            agreement between the Participant and the Company, if (i) a Participant’s Continuous
                                            Service terminates as a result of the Participant’s death, or (ii) the Participant
                                            dies within the period (if any) specified in the Award Agreement for exercisability after
                                            the termination of the Participant’s Continuous Service (for a reason other than death),
                                            then the Option or SAR may be exercised (to the extent the Participant was entitled to exercise
                                            such Option or SAR as of the date of death) by the Participant’s estate, by a person
                                            who acquired the right to exercise the Option or SAR by bequest or inheritance or by a person
                                            designated to exercise the Option or SAR upon the Participant’s death, but only within
                                            the period ending on the earlier of (i) the date eighteen (18) months following the date
                                            of death (or such longer or shorter period specified in the Award Agreement), and (ii) the
                                            expiration of the term of such Option or SAR as set forth in the Award Agreement. If, after
                                            the Participant’s death, the Option or SAR is not exercised within the applicable time
                                            frame, the Option or SAR (as applicable) will terminate.
	 	 	 
		(k)	Termination
                                            for Cause. Except as explicitly provided otherwise in a Participant’s Award Agreement
                                            or other individual written agreement between the Company or any Affiliate and the Participant,
                                            if a Participant’s Continuous Service is terminated for Cause, the Option or SAR will
                                            terminate immediately upon such Participant’s termination of Continuous Service, and
                                            the Participant will be prohibited from exercising the Participant’s Option or SAR
                                            from and after the time of such termination of Continuous Service.
	 	 	 
		(l)	Non-Exempt
                                            Employees. If an Option or SAR is granted to an Employee who is a non-exempt employee
                                            for purposes of the Fair Labor Standards Act of 1938, as amended, the Option or SAR will
                                            not be first exercisable for any shares of Common Stock until at least six (6) months following
                                            the date of grant of the Option or SAR (although the Award may vest prior to such date).
                                            Consistent with the provisions of the Worker Economic Opportunity Act, (i) if such non-exempt
                                            employee dies or suffers a Disability, (ii) upon a Corporate Transaction in which such Option
                                            or SAR is not assumed, continued, or substituted, (iii) upon a Change in Control, or (iv)
                                            upon the Participant’s retirement (as such term may be defined in the Participant’s
                                            Award Agreement, in another agreement between the Participant and the Company, or, if no
                                            such definition, in accordance with the Company’s then current employment policies
                                            and guidelines), the vested portion of any Options and SARs may be exercised earlier than
                                            six (6) months following the date of grant. The foregoing provision is intended to operate
                                            so that any income derived by a non-exempt employee in connection with the exercise or vesting
                                            of an Option or SAR will be exempt from the Employee’s regular rate of pay. To the
                                            extent permitted and/or required for compliance with the Worker Economic Opportunity Act
                                            to ensure that any income derived by a non-exempt employee in connection with the exercise,
                                            vesting or issuance of any shares under any other Stock Award will be exempt from the employee’s
                                            regular rate of pay, the provisions of this Section 5(l) will apply to all Stock Awards and
                                            are hereby incorporated by reference into such Stock Award Agreements.



 




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		6.	PROVISIONS
                                            OF STOCK AWARDS OTHER THAN OPTIONS AND SARS.



 


		(a)	Restricted
                                            Stock Awards. Each Restricted Stock Award Agreement will be in such form and will contain
                                            such terms and conditions as the Board deems appropriate. To the extent consistent with the
                                            Company’s bylaws, at the Board’s election, shares of Common Stock underlying
                                            a Restricted Stock Award may be (i) held in book entry form subject to the Company’s
                                            instructions until any restrictions relating to the Restricted Stock Award lapse; or (ii)
                                            evidenced by a certificate, which certificate will be held in such form and manner as determined
                                            by the Board. The terms and conditions of Restricted Stock Award Agreements may change from
                                            time to time, and the terms and conditions of separate Restricted Stock Award Agreements
                                            need not be identical. Each Restricted Stock Award Agreement will conform to (through incorporation
                                            of the provisions hereof by reference in the agreement or otherwise) the substance of each
                                            of the following provisions:



 


		(i)	Consideration.
                                            A Restricted Stock Award may be awarded in consideration for (A) cash, check, bank draft
                                            or money order payable to the Company, (B) past services to the Company or an Affiliate,
                                            or (C) any other form of legal consideration (including future services) that may be acceptable
                                            to the Board, in its sole discretion, and permissible under applicable law.
	 	 	 
		(ii)	Vesting.
                                            Shares of Common Stock awarded under the Restricted Stock Award Agreement may be subject
                                            to forfeiture to the Company in accordance with a vesting schedule to be determined by the
                                            Board.
	 	 	 
		(iii)	Termination
                                            of Participant’s Continuous Service. If a Participant’s Continuous Service
                                            terminates, the Company may receive through a forfeiture condition or a repurchase right
                                            any or all of the shares of Common Stock held by the Participant that have not vested as
                                            of the date of termination of Continuous Service under the terms of the Restricted Stock
                                            Award Agreement.
	 	 	 
		(iv)	Transferability.
                                            Rights to acquire shares of Common Stock under the Restricted Stock Award Agreement will
                                            be transferable by the Participant only upon such terms and conditions as are set forth in
                                            the Restricted Stock Award Agreement, as the Board will determine in its sole discretion,
                                            so long as Common Stock awarded under the Restricted Stock Award Agreement remains subject
                                            to the terms of the Restricted Stock Award Agreement.



 




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		(v)	Dividends.
                                            A Restricted Stock Award Agreement may provide that any dividends paid on Restricted
                                            Stock will be subject to the same vesting and forfeiture restrictions as apply to the shares
                                            subject to the Restricted Stock Award to which they relate.



 


		(b)	Restricted
                                            Stock Unit Awards. Each Restricted Stock Unit Award Agreement will be in such form and
                                            will contain such terms and conditions as the Board deems appropriate. The terms and conditions
                                            of Restricted Stock Unit Award Agreements may change from time to time, and the terms and
                                            conditions of separate Restricted Stock Unit Award Agreements need not be identical. Each
                                            Restricted Stock Unit Award Agreement will conform to (through incorporation of the provisions
                                            hereof by reference in the Agreement or otherwise) the substance of each of the following
                                            provisions:



 


		(i)	Consideration.
                                            At the time of grant of a Restricted Stock Unit Award, the Board will determine the consideration,
                                            if any, to be paid by the Participant upon delivery of each share of Common Stock subject
                                            to the Restricted Stock Unit Award. The consideration to be paid (if any) by the Participant
                                            for each share of Common Stock subject to a Restricted Stock Unit Award may be paid in any
                                            form of legal consideration that may be acceptable to the Board, in its sole discretion,
                                            and permissible under applicable law.
	 	 	 
		(ii)	Vesting.
                                            At the time of the grant of a Restricted Stock Unit Award, the Board may impose such
                                            restrictions on or conditions to the vesting of the Restricted Stock Unit Award as it, in
                                            its sole discretion, deems appropriate.
	 	 	 
		(iii)	Payment.
                                            A Restricted Stock Unit Award may be settled by the delivery of shares of Common Stock, their
                                            cash equivalent, any combination thereof or in any other form of consideration, as determined
                                            by the Board and contained in the Restricted Stock Unit Award Agreement.
	 	 	 
		(iv)	Additional
                                            Restrictions. At the time of the grant of a Restricted Stock Unit Award, the Board, as
                                            it deems appropriate, may impose such restrictions or conditions that delay the delivery
                                            of the shares of Common Stock (or their cash equivalent) subject to a Restricted Stock Unit
                                            Award to a time after the vesting of such Restricted Stock Unit Award.
	 	 	 
		(v)	Dividend
                                            Equivalents. Dividend equivalents may be credited in respect of shares of Common Stock
                                            covered by a Restricted Stock Unit Award, as determined by the Board and contained in the
                                            Restricted Stock Unit Award Agreement. At the sole discretion of the Board, such dividend
                                            equivalents may be converted into additional shares of Common Stock covered by the Restricted
                                            Stock Unit Award in such manner as determined by the Board. Any additional shares covered
                                            by the Restricted Stock Unit Award credited by reason of such dividend equivalents will be
                                            subject to all of the same terms and conditions of the underlying Restricted Stock Unit Award
                                            Agreement to which they relate.



 




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		(iv)	Termination
                                            of Participant’s Continuous Service. Except as otherwise provided in the applicable
                                            Restricted Stock Unit Award Agreement, such portion of the Restricted Stock Unit Award that
                                            has not vested will be forfeited upon the Participant’s termination of Continuous Service.



 


		(c)	Performance
                                            Awards.



 


		(i)	Performance
                                            Stock Awards. A Performance Stock Award is a Stock Award (covering a number of shares
                                            not in excess of that set forth in Section 3(d)(ii)) that is payable (including that may
                                            be granted, vest or be exercised) contingent upon the attainment during a Performance Period
                                            of certain Performance Goals. A Performance Stock Award may, but need not, require the Participant’s
                                            completion of a specified period of Continuous Service. The length of any Performance Period,
                                            the Performance Goals to be achieved during the Performance Period, and the measure of whether
                                            and to what degree such Performance Goals have been attained will be conclusively determined
                                            by the Committee (or, if not required for compliance with Section 162(m) of the Code, the
                                            Board), in its sole discretion. In addition, to the extent permitted by applicable law and
                                            the applicable Award Agreement, the Board may determine that cash may be used in payment
                                            of Performance Stock Awards.
	 	 	 
		(ii)	Performance
                                            Cash Awards. A Performance Cash Award is a cash award (for a dollar value not in excess
                                            of that set forth in Section 3(d)(iii)) that is payable contingent upon the attainment during
                                            a Performance Period of certain Performance Goals. A Performance Cash Award may also require
                                            the Participant’s completion of a specified period of Continuous Service. At the time
                                            of grant of a Performance Cash Award, the length of any Performance Period, the Performance
                                            Goals to be achieved during the Performance Period, and the measure of whether and to what
                                            degree such Performance Goals have been attained will be conclusively determined by the Committee
                                            (or, if not required for compliance with Section 162(m) of the Code, the Board), in its sole
                                            discretion. The Board may specify the form of payment of Performance Cash Awards, which may
                                            be cash or other property, or may provide for a Participant to have the option for the Participant’s
                                            Performance Cash Award, or such portion thereof as the Board may specify, to be paid in whole
                                            or in part in cash or other property.
	 	 	 
		(iii)	Board
                                            Discretion. The Board retains the discretion to reduce or eliminate the compensation
                                            or economic benefit due upon attainment of Performance Goals and to define the manner of
                                            calculating the Performance Criteria it selects to use for a Performance Period.



 




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		(iv)	Section
                                            162(m) Compliance. Unless otherwise permitted in compliance with Section 162(m) of the
                                            Code with respect to an Award intended to qualify as “performance-based compensation”
                                            thereunder, the Committee will establish the Performance Goals applicable to, and the formula
                                            for calculating the amount payable under, the Award no later than the earlier of (A) the
                                            date ninety (90) days after the commencement of the applicable Performance Period, and (B)
                                            the date on which twenty-five percent (25%) of the Performance Period has elapsed, and in
                                            any event at a time when the achievement of the applicable Performance Goals remains substantially
                                            uncertain. Prior to the payment of any compensation under an Award intended to qualify as
                                            “performance-based compensation” under Section 162(m) of the Code, the Committee
                                            will certify the extent to which any Performance Goals and any other material terms under
                                            such Award have been satisfied (other than in cases where the Performance Goals relate solely
                                            to the increase in the value of the Common Stock). Notwithstanding satisfaction or any completion
                                            of any Performance Goals, shares subject to Options, cash or other benefits granted, issued,
                                            retainable and/or vested under an Award on account of satisfaction of such Performance Goals
                                            may be reduced by the Committee on the basis of any further considerations as the Committee,
                                            in its sole discretion, will determine.



 


		(d)	Other
                                            Stock Awards. Other forms of Stock Awards valued in whole or in part by reference to,
                                            or otherwise based on, Common Stock, including the appreciation in value thereof (e.g., options
                                            or stock rights with an exercise price or strike price less than one hundred percent (100%)
                                            of the Fair Market Value of the Common Stock at the time of grant) may be granted either
                                            alone or in addition to Stock Awards granted under Section 5 and this Section 6. Subject
                                            to the provisions of the Plan, the Board will have sole and complete authority to determine
                                            the persons to whom and the time or times at which such Other Stock Awards will be granted,
                                            the number of shares of Common Stock (or the cash equivalent thereof) to be granted pursuant
                                            to such Other Stock Awards and all other terms and conditions of such Other Stock Awards.



 


		7.	COVENANTS
                                            OF THE COMPANY.



 


		(a)	Availability
                                            of Shares. The Company will keep available at all times the number of shares of Common
                                            Stock reasonably required to satisfy then-outstanding Stock Awards.
	 	 	 
		(b)	Securities
                                            Law Compliance. The Company will seek to obtain from each regulatory commission or agency
                                            having jurisdiction over the Plan the authority required to grant Stock Awards and to issue
                                            and sell shares of Common Stock upon exercise of the Stock Awards; provided, however,
                                            that this undertaking will not require the Company to register under the Securities Act the
                                            Plan, any Stock Award or any Common Stock issued or issuable pursuant to any such Stock Award.
                                            If, after reasonable efforts and at a reasonable cost, the Company is unable to obtain from
                                            any such regulatory commission or agency the authority that counsel for the Company deems
                                            necessary for the lawful issuance and sale of Common Stock under the Plan, the Company will
                                            be relieved from any liability for failure to issue and sell Common Stock upon exercise of
                                            such Stock Awards unless and until such authority is obtained. A Participant will not be
                                            eligible for the grant of an Award or the subsequent issuance of cash or Common Stock pursuant
                                            to the Award if such grant or issuance would be in violation of any applicable securities
                                            law.



 




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		(c)	No
                                            Obligation to Notify or Minimize Taxes. The Company will have no duty or obligation to
                                            any Participant to advise such holder as to the time or manner of exercising such Stock Award.
                                            Furthermore, the Company will have no duty or obligation to warn or otherwise advise such
                                            holder of a pending termination or expiration of an Award or a possible period in which the
                                            Award may not be exercised. The Company has no duty or obligation to minimize the tax consequences
                                            of an Award to the holder of such Award.



 


		8.	MISCELLANEOUS.



 


		(a)	Use
                                            of Proceeds from Sales of Common Stock. Proceeds from the sale of shares of Common Stock
                                            issued pursuant to Stock Awards will constitute general funds of the Company.
	 	 	 
		(b)	Corporate
                                            Action Constituting Grant of Awards. Corporate action constituting a grant by the Company
                                            of an Award to any Participant will be deemed completed as of the date of such corporate
                                            action, unless otherwise determined by the Board, regardless of when the instrument, certificate,
                                            or letter evidencing the Award is communicated to, or actually received or accepted by, the
                                            Participant. In the event that the corporate records (e.g., Board consents, resolutions or
                                            minutes) documenting the corporate action constituting the grant contain terms (e.g., exercise
                                            price, vesting schedule or number of shares) that are inconsistent with those in the Award
                                            Agreement or related grant documents as a result of a clerical error in the papering of the
                                            Award Agreement or related grant documents, the corporate records will control and the Participant
                                            will have no legally binding right to the incorrect term in the Award Agreement or related
                                            grant documents.
	 	 	 
		(c)	Stockholder
                                            Rights. No Participant will be deemed to be the holder of, or to have any of the rights
                                            of a holder with respect to, any shares of Common Stock subject to an Award unless and until
                                            (i) such Participant has satisfied all requirements for exercise of, or the issuance of shares
                                            of Common Stock under, the Award pursuant to its terms, and (ii) the issuance of the Common
                                            Stock subject to such Award has been entered into the books and records of the Company.



 




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		(d)	No
                                            Employment or Other Service Rights. Nothing in the Plan, any Award Agreement or any other
                                            instrument executed thereunder or in connection with any Award granted pursuant thereto will
                                            confer upon any Participant any right to continue to serve the Company or an Affiliate in
                                            the capacity in effect at the time the Award was granted or will affect the right of the
                                            Company or an Affiliate to terminate (i) the employment of an Employee with or without notice
                                            and with or without Cause, (ii) the service of a Consultant pursuant to the terms of such
                                            Consultant’s agreement with the Company or an Affiliate, or (iii) the service of a
                                            Director pursuant to the bylaws of the Company or an Affiliate, and any applicable provisions
                                            of the corporate law of the state in which the Company or the Affiliate is incorporated,
                                            as the case may be.
	 	 	 
		(e)	Change
                                            in Time Commitment. In the event a Participant’s regular level of time commitment
                                            in the performance of the Participant’s services for the Company and any Affiliates
                                            is reduced (for example, and without limitation, if the Participant is an Employee of the
                                            Company and the Employee has a change in status from a full-time Employee to a part-time
                                            Employee) after the date of grant of any Award to the Participant, the Board has the right
                                            in its sole discretion to (x) make a corresponding reduction in the number of shares or cash
                                            amount subject to any portion of such Award that is scheduled to vest or become payable after
                                            the date of such change in time commitment, and (y) in lieu of or in combination with such
                                            a reduction, extend the vesting or payment schedule applicable to such Award. In the event
                                            of any such reduction, the Participant will have no right with respect to any portion of
                                            the Award that is so reduced or extended.
	 	 	 
		(f)	Incentive
                                            Stock Option Limitations. To the extent that the aggregate Fair Market Value (determined
                                            at the time of grant) of Common Stock with respect to which Incentive Stock Options are exercisable
                                            for the first time by any Optionholder during any calendar year (under all plans of the Company
                                            and any Affiliates) exceeds one hundred thousand dollars ($100,000) (or such other limit
                                            established in the Code) or otherwise does not comply with the rules governing Incentive
                                            Stock Options, the Options or portions thereof that exceed such limit (according to the order
                                            in which they were granted) or otherwise do not comply with such rules will be treated as
                                            Nonstatutory Stock Options, notwithstanding any contrary provision of the applicable Option
                                            Agreement(s).
	 	 	 
		(g)	Investment
                                            Assurances. The Company may require a Participant, as a condition of exercising or acquiring
                                            Common Stock under any Award, (i) to give written assurances satisfactory to the Company
                                            as to the Participant’s knowledge and experience in financial and business matters
                                            and/or to employ a purchaser representative reasonably satisfactory to the Company who is
                                            knowledgeable and experienced in financial and business matters and that the Participant
                                            is capable of evaluating, alone or together with the purchaser representative, the merits
                                            and risks of exercising the Award; and (ii) to give written assurances satisfactory to the
                                            Company stating that the Participant is acquiring Common Stock subject to the Award for the
                                            Participant’s own account and not with any present intention of selling or otherwise
                                            distributing the Common Stock. The foregoing requirements, and any assurances given pursuant
                                            to such requirements, will be inoperative if (A) the issuance of the shares upon the exercise
                                            or acquisition of Common Stock under the Stock Award has been registered under a then currently
                                            effective registration statement under the Securities Act, or (B) as to any particular requirement,
                                            a determination is made by counsel for the Company that such requirement need not be met
                                            in the circumstances under the then applicable securities laws. The Company may, upon advice
                                            of counsel to the Company, place legends on stock certificates issued under the Plan as such
                                            counsel deems necessary or appropriate in order to comply with applicable securities laws,
                                            including, but not limited to, legends restricting the transfer of the Common Stock.



 




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		(h)	Withholding
                                            Obligations. Unless prohibited by the terms of an Award Agreement, the Company may, in
                                            its sole discretion, satisfy any federal, state or local tax withholding obligation relating
                                            to an Award by any of the following means or by a combination of such means: (i) causing
                                            the Participant to tender a cash payment; (ii) withholding shares of Common Stock from the
                                            shares of Common Stock issued or otherwise issuable to the Participant in connection with
                                            the Stock Award; provided, however, that no shares of Common Stock are withheld
                                            with a value exceeding the minimum amount of tax required to be withheld by law (or such
                                            lesser amount as may be necessary to avoid classification of the Stock Award as a liability
                                            for financial accounting purposes); (iii) withholding cash from an Award settled in cash;
                                            (iv) withholding payment from any amounts otherwise payable to the Participant; or (v) by
                                            such other method as may be set forth in the Award Agreement.
	 	 	 
		(i)	Electronic
                                            Delivery. Any reference herein to a “written” agreement or document will
                                            include any agreement or document delivered electronically, filed publicly at www.sec.gov
                                            (or any successor website thereto) or posted on the Company’s intranet (or other shared
                                            electronic medium controlled by the Company to which the Participant has access).
	 	 	 
		(j)	Deferrals.
                                            To the extent permitted by applicable law, the Board, in its sole discretion, may determine
                                            that the delivery of Common Stock or the payment of cash, upon the exercise, vesting or settlement
                                            of all or a portion of any Award may be deferred and may establish programs and procedures
                                            for deferral elections to be made by Participants. Deferrals by Participants will be made
                                            in accordance with Section 409A of the Code. Consistent with Section 409A of the Code, the
                                            Board may provide for distributions while a Participant is still an employee or otherwise
                                            providing services to the Company. The Board is authorized to make deferrals of Awards and
                                            determine when, and in what annual percentages, Participants may receive payments, including
                                            lump sum payments, following the Participant’s termination of Continuous Service, and
                                            implement such other terms and conditions consistent with the provisions of the Plan and
                                            in accordance with applicable law.



 






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		(k)	Compliance
                                            with Section 409A of the Code. To the extent that the Board determines that any Award
                                            granted hereunder is subject to Section 409A of the Code, the Award Agreement evidencing
                                            such Award will incorporate the terms and conditions necessary to avoid the consequences
                                            specified in Section 409A(a)(1) of the Code. To the extent applicable, the Plan and Award
                                            Agreements will be interpreted in accordance with Section 409A of the Code. Notwithstanding
                                            anything to the contrary in this Plan (and unless the Award Agreement specifically provides
                                            otherwise), if the shares of Common Stock are publicly traded and a Participant holding an
                                            Award that constitutes “deferred compensation” under Section 409A of the Code
                                            is a “specified employee” for purposes of Section 409A of the Code, no distribution
                                            or payment of any amount will be made upon a “separation from service” before
                                            a date that is six (6) months following the date of such Participant’s “separation
                                            from service” (as defined in Section 409A of the Code without regard to alternative
                                            definitions thereunder) or, if earlier, the date of the Participant’s death.



 


		(l)	Clawback/Recovery.
                                            All Awards granted under the Plan will be subject to recoupment in accordance with any clawback
                                            policy that the Company is required to adopt pursuant to the listing standards of any national
                                            securities exchange or association on which the Company’s securities are listed or
                                            as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act
                                            or other applicable law. In addition, the Board may impose such other clawback, recovery
                                            or recoupment provisions in an Award Agreement as the Board determines necessary or appropriate,
                                            including but not limited to a reacquisition right in respect of previously acquired shares
                                            of Common Stock or other cash or property upon the occurrence of an event constituting Cause.
                                            No recovery of compensation under such a clawback policy will be an event giving rise to
                                            a right to resign for “good reason” or “constructive termination”
                                            (or similar term) under any agreement with the Company.



 


		9.	ADJUSTMENTS
                                            UPON CHANGES IN COMMON STOCK; OTHER CORPORATE EVENTS.



 


		(a)	Capitalization
                                            Adjustments. In the event of a Capitalization Adjustment, the Board will appropriately
                                            and proportionately adjust: (i) the class(es) and maximum number of securities subject to
                                            the Plan pursuant to Section 3(a)(i), (ii) the class(es) and maximum number of securities
                                            that may be issued pursuant to the exercise of Incentive Stock Options pursuant to Section
                                            3(c), (iii) the class(es) and maximum number of securities that may be awarded to any person
                                            pursuant to Section 3(d), and (iv) the class(es) and number of securities and price per share
                                            of stock subject to outstanding Stock Awards. The Board will make such adjustments, and its
                                            determination will be final, binding and conclusive.
	 	 	 
		(b)	Dissolution.
                                            Except as otherwise provided in the Stock Award Agreement, in the event of a Dissolution
                                            of the Company, all outstanding Stock Awards (other than Stock Awards consisting of vested
                                            and outstanding shares of Common Stock not subject to a forfeiture condition or the Company’s
                                            right of repurchase) will terminate immediately prior to the completion of such Dissolution,
                                            and the shares of Common Stock subject to the Company’s repurchase rights or subject
                                            to a forfeiture condition may be repurchased or reacquired by the Company notwithstanding
                                            the fact that the holder of such Stock Award is providing Continuous Service, provided,
                                            however, that the Board may, in its sole discretion, cause some or all Stock Awards to
                                            become fully vested, exercisable and/or no longer subject to repurchase or forfeiture (to
                                            the extent such Stock Awards have not previously expired or terminated) before the Dissolution
                                            is completed but contingent on its completion.



 




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		(c)	Transactions.
                                            The following provisions will apply to Stock Awards in the event of a Transaction unless
                                            otherwise provided in the Stock Award Agreement or any other written agreement between the
                                            Company or any Affiliate and the Participant or unless otherwise expressly provided by the
                                            Board at the time of grant of a Stock Award. In the event of a Transaction, then, notwithstanding
                                            any other provision of the Plan, the Board may take one or more of the following actions
                                            with respect to Stock Awards, contingent upon the closing or completion of the Transaction:



 


		(i)	arrange
                                            for the surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s
                                            parent company) to assume or continue the Stock Award or to substitute a similar stock award
                                            for the Stock Award (including, but not limited to, an award to acquire the same consideration
                                            paid to the stockholders of the Company pursuant to the Transaction);
	 	 	 
		(ii)	arrange
                                            for the assignment of any reacquisition or repurchase rights held by the Company in respect
                                            of Common Stock issued pursuant to the Stock Award to the surviving corporation or acquiring
                                            corporation (or the surviving or acquiring corporation’s parent company);
	 	 	 
		(iii)	accelerate
                                            the vesting, in whole or in part, of the Stock Award (and, if applicable, the time at which
                                            the Stock Award may be exercised) to a date prior to the effective time of such Transaction
                                            as the Board determines (or, if the Board does not determine such a date, to the date that
                                            is five (5) days prior to the effective date of the Transaction), with such Stock Award terminating
                                            if not exercised (if applicable) at or prior to the effective time of the Transaction; provided,
                                            however, that the Board may require Participants to complete and deliver to the Company
                                            a notice of exercise before the effective date of a Transaction, which exercise is contingent
                                            upon the effectiveness of such Transaction;
	 	 	 
		(iv)	arrange
                                            for the lapse, in whole or in part, of any reacquisition or repurchase rights held by the
                                            Company with respect to the Stock Award;
	 	 	 
		(v)	cancel
                                            or arrange for the cancellation of the Stock Award, to the extent not vested or not exercised
                                            prior to the effective time of the Transaction, in exchange for such cash consideration or
                                            no consideration, as the Board, in its sole discretion, may consider appropriate; and



 




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		(vi)	make
a payment, in such form as may be determined by the Board equal to the excess, if any, of (A) the value of the property the Participant
would have received upon the exercise of the Stock Award immediately prior to the effective time of the Transaction, over (B) any exercise
price payable by such holder in connection with such exercise. For clarity, this payment may be zero ($0) if the value of the property
is equal to or less than the exercise price. Payments under this provision may be delayed to the same extent that payment of consideration
to the holders of the Common Stock in connection with the Transaction is delayed as a result of escrows, earn outs, holdbacks or any
other contingencies.



 


The
Board need not take the same action or actions with respect to all Stock Awards or portions thereof or with respect to all Participants.
The Board may take different actions with respect to the vested and unvested portions of a Stock Award.


 


		(d)	Change
                                            in Control. A Stock Award may be subject to additional acceleration of vesting and exercisability
                                            upon or after a qualifying termination that occurs in connection with a Change in Control
                                            as may be provided in the Stock Award Agreement for such Stock Award or as may be provided
                                            in any other written agreement between the Company or any Affiliate and the Participant,
                                            but in the absence of such provision, no such acceleration will occur.



 


		10.	PLAN
                                            TERM; EARLIER TERMINATION OR SUSPENSION OF THE PLAN.



 


		(a)	The
                                            Board may suspend or terminate the Plan at any time. No Incentive Stock Option will be granted
                                            after the tenth (10th) anniversary of the earlier of (i) the date the Plan is adopted by
                                            the Board, or (ii) the date the Plan is approved by the stockholders of the Company. No Awards
                                            may be granted under the Plan while the Plan is suspended or after it is terminated.
	 	 	 
		(b)	No
                                            Impairment of Rights. Suspension or termination of the Plan will not impair rights and
                                            obligations under any Award granted while the Plan is in effect except with the written consent
                                            of the affected Participant or as otherwise permitted in the Plan.



 


		11.	EFFECTIVE
                                            DATE OF PLAN.



 


This
Plan will become effective on the Effective Date.


 


		12.	CHOICE
                                            OF LAW.



 


The
laws of the State of Delaware will govern all questions concerning the construction, validity and interpretation of this Plan, without
regard to that state’s conflict of laws rules.


 




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		13.	DEFINITIONS.
                                            As used in the Plan, the following definitions will apply to the capitalized terms indicated
                                            below:



 


		(a)	“Affiliate”
                                            means, at the time of determination, any “parent” or “subsidiary”
                                            of the Company as such terms are defined in Rule 405. The Board will have the authority to
                                            determine the time or times at which “parent” or “subsidiary” status
                                            is determined within the foregoing definition.
	 	 	 
		(b)	“Award”
                                            means a Stock Award or a Performance Cash Award.
	 	 	 
		(c)	“Award
                                            Agreement” means a written agreement between the Company and a Participant
                                            evidencing the terms and conditions of an Award.
	 	 	 
		(d)	“Board”
                                            means the Board of Directors of the Company.
	 	 	 
		(e)	“Capitalization
                                            Adjustment” means any change that is made in, or other events that occur with
                                            respect to, the Common Stock subject to the Plan or subject to any Stock Award after the
                                            Effective Date without the receipt of consideration by the Company through merger, consolidation,
                                            reorganization, recapitalization, reincorporation, stock dividend, dividend in property other
                                            than cash, large nonrecurring cash dividend, stock split, reverse stock split, liquidating
                                            dividend, combination of shares, exchange of shares, change in corporate structure or any
                                            similar equity restructuring transaction, as that term is used in Statement of Financial
                                            Accounting Standards Board Accounting Standards Codification Topic 718 (or any successor
                                            thereto). Notwithstanding the foregoing, the conversion of any convertible securities of
                                            the Company will not be treated as a Capitalization Adjustment.
	 	 	 
		(f)	“Cause”
                                            will have the meaning ascribed to such term in any written agreement between the Participant
                                            and the Company defining such term and, in the absence of such agreement, such term means,
                                            with respect to a Participant, the occurrence of any of the following events: (i) such Participant’s
                                            willful breach or habitual neglect or continued incapacity to perform Participant’s
                                            required duties, (ii) such Participant’s intentional, material violation of any contract
                                            or agreement between the Participant and the Company; (iii) such Participant’s unauthorized
                                            use or disclosure of the Company’s confidential information or trade secrets; or (iv)
                                            such Participant’s gross misconduct. The determination that a termination of the Participant’s
                                            Continuous Service is either for Cause or without Cause will be made by the Company, in its
                                            sole discretion. Any determination by the Company that the Continuous Service of a Participant
                                            was terminated with or without Cause for the purposes of outstanding Awards held by such
                                            Participant will have no effect upon any determination of the rights or obligations of the
                                            Company or such Participant for any other purpose.



 




    	22



     


    

 


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



 


a.
any Exchange Act Person becomes the Owner, directly or indirectly, of securities of the Company representing more than fifty percent
(50%) of the combined voting power of the Company’s then outstanding securities other than by virtue of a merger, consolidation
or similar transaction. Notwithstanding the foregoing, a Change in Control will not be deemed to occur (A) on account of the acquisition
of securities of the Company directly from the Company, (B) on account of the acquisition of securities of the Company by an investor,
any affiliate thereof or any other Exchange Act Person that acquires the Company’s securities in a transaction or series of related
transactions the primary purpose of which is to obtain financing for the Company through the issuance of equity securities, or (C) solely
because the level of Ownership held by any Exchange Act Person (the “Subject Person”) exceeds the designated
percentage threshold of the outstanding voting securities as a result of a repurchase or other acquisition of voting securities by the
Company reducing the number of shares outstanding, provided that if a Change in Control would occur (but for the operation of this sentence)
as a result of the acquisition of voting securities by the Company, and after such share acquisition, the Subject Person becomes the
Owner of any additional voting securities that, assuming the repurchase or other acquisition had not occurred, increases the percentage
of the then outstanding voting securities Owned by the Subject Person over the designated percentage threshold, then a Change in Control
will be deemed to occur;


 


b.
there is consummated a merger, consolidation or similar transaction involving (directly or indirectly) the Company and, immediately after
the consummation of such merger, consolidation or similar transaction, the stockholders of the Company immediately prior thereto do not
Own, directly or indirectly, either (A) outstanding voting securities representing more than fifty percent (50%) of the combined outstanding
voting power of the surviving Entity in such merger, consolidation or similar transaction or (B) more than fifty percent (50%) of the
combined outstanding voting power of the parent of the surviving Entity in such merger, consolidation or similar transaction, in each
case in substantially the same proportions as their Ownership of the outstanding voting securities of the Company immediately prior to
such transaction;


 


c.
there is consummated a sale, lease, exclusive license or other disposition of all or substantially all of the consolidated assets of
the Company and its Subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the consolidated
assets of the Company and its Subsidiaries to an Entity, more than fifty percent (50%) of the combined voting power of the voting securities
of which are Owned by stockholders of the Company in substantially the same proportions as their Ownership of the outstanding voting
securities of the Company immediately prior to such sale, lease, license or other disposition; or


 




    	23



     


    

 


d.
individuals who, on the date the Plan is adopted by the Board, are members of the Board (the “Incumbent Board”)
cease for any reason to constitute at least a majority of the members of the Board; provided, however, that if the appointment
or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the
Incumbent Board then still in office, such new member will, for purposes of this Plan, be considered as a member of the Incumbent Board.


 


Notwithstanding
the foregoing definition or any other provision of this Plan, (A) the term Change in Control will not include a sale of assets, merger
or other transaction effected exclusively for the purpose of changing the domicile of the Company, and (B) the definition of Change in
Control (or any analogous term) in an individual written agreement between the Company or any Affiliate and the Participant will supersede
the foregoing definition with respect to Awards subject to such agreement; provided, however, that if no definition of Change in Control
or any analogous term is set forth in such an individual written agreement, the foregoing definition will apply.


 


		(h)	“Code”
                                            means the Internal Revenue Code of 1986, as amended, including any applicable regulations
                                            and guidance thereunder.
	 	 	 
		(i)	“Committee”
                                            means a committee of one (1) or more Directors to whom authority has been delegated by the
                                            Board in accordance with Section 2(c).
	 	 	 
		(j)	“Common
                                            Stock” means the common stock of the Company.
	 	 	 
		(k)	“Company”
                                            means ImmunoCellular Therapeutics, Ltd., a Delaware corporation.
	 	 	 
		(l)	“Consultant”
                                            means any person, including an advisor, who is (i) engaged by the Company or an Affiliate
                                            to render consulting or advisory services and is compensated for such services, or (ii) serving
                                            as a member of the board of directors of an Affiliate and is compensated for such services.
                                            However, service solely as a Director, or payment of a fee for such service, will not cause
                                            a Director to be considered a “Consultant” for purposes of the Plan. Notwithstanding
                                            the foregoing, a person is treated as a Consultant under this Plan only if a Form S-8 Registration
                                            Statement under the Securities Act is available to register either the offer or the sale
                                            of the Company’s securities to such person.
	 	 	 
		(m)	“Continuous
                                            Service” means that the Participant’s service with the Company or an
                                            Affiliate, whether as an Employee, Director or Consultant, is not interrupted or terminated.
                                            A change in the capacity in which the Participant renders service to the Company or an Affiliate
                                            as an Employee, Director or Consultant or a change in the Entity for which the Participant
                                            renders such service, provided that there is no interruption or termination of the Participant’s
                                            service with the Company or an Affiliate, will not terminate a Participant’s Continuous
                                            Service; provided, however, that if the Entity for which a Participant is rendering
                                            services ceases to qualify as an Affiliate, as determined by the Board, in its sole discretion,
                                            such Participant’s Continuous Service will be considered to have terminated on the
                                            date such Entity ceases to qualify as an Affiliate. For example, a change in status from
                                            an Employee of the Company to a Consultant of an Affiliate or to a Director will not constitute
                                            an interruption of Continuous Service. To the extent permitted by law, the Board or the chief
                                            executive officer of the Company, in that party’s sole discretion, may determine whether
                                            Continuous Service will be considered interrupted in the case of (i) any leave of absence
                                            approved by the Board or chief executive officer, including sick leave, military leave or
                                            any other personal leave, or (ii) transfers between the Company, an Affiliate, or their successors.
                                            Notwithstanding the foregoing, a leave of absence will be treated as Continuous Service for
                                            purposes of vesting in a Stock Award only to such extent as may be provided in the Company’s
                                            leave of absence policy, in the written terms of any leave of absence agreement or policy
                                            applicable to the Participant, or as otherwise required by law.



 




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		(n)	“Corporate
                                            Transaction” means the consummation, in a single transaction or in a series
                                            of related transactions, of any one or more of the following events:



 


		(i)	a
                                            sale or other disposition of all or substantially all, as determined by the Board, in its
                                            sole discretion, of the consolidated assets of the Company and its Subsidiaries;
	 	 	 
		(ii)	a
                                            sale or other disposition of more than fifty percent (50%) of the outstanding securities
                                            of the Company;
	 	 	 
		(iii)	a
                                            merger, consolidation or similar transaction following which the Company is not the surviving
                                            corporation; or
	 	 	 
		(iv)	a
                                            merger, consolidation or similar transaction following which the Company is the surviving
                                            corporation but the shares of Common Stock outstanding immediately preceding the merger,
                                            consolidation or similar transaction are converted or exchanged by virtue of the merger,
                                            consolidation or similar transaction into other property, whether in the form of securities,
                                            cash or otherwise.



 


		(o)	“Covered
                                            Employee” will have the meaning provided in Section 162(m)(3) of the Code.
	 	 	 
		(p)	“Director”
                                            means a member of the Board.
	 	 	 
		(q)	“Disability”
                                            means, with respect to a Participant, the inability of such Participant to engage in any
                                            substantial gainful activity by reason of any medically determinable physical or mental impairment
                                            that can be expected to result in death or that has lasted or can be expected to last for
                                            a continuous period of not less than twelve (12) months, as provided in Sections 22(e)(3)
                                            and 409A(a)(2)(c)(i) of the Code, and will be determined by the Board on the basis of such
                                            medical evidence as the Board deems warranted under the circumstances.
	 	 	 
		(r)	“Dissolution”
                                            means when the Company, after having executed a certificate of dissolution with the State
                                            of Delaware, has completely wound up its affairs. Conversion of the Company into a Limited
                                            Liability Company (or any other pass- through entity) will not be considered a “Dissolution”
                                            for purposes of the Plan.



 




    	25



     


    

 


		(s)	“Effective
                                            Date” means the effective date of this Plan document, which is the date of
                                            the annual meeting of stockholders of the Company held in calendar year 2016, provided the
                                            Plan is approved by the Company’s stockholders at such meeting.
	 	 	 
		(t)	“Employee”
                                            means any person employed by the Company or an Affiliate. However, service solely as a Director,
                                            or payment of a fee for such services, will not cause a Director to be considered an “Employee”
                                            for purposes of the Plan.
	 	 	 
		(u)	“Entity”
                                            means a corporation, partnership, limited liability company or other entity.
	 	 	 
		(v)	“Exchange
                                            Act” means the Securities Exchange Act of 1934, as amended, and the rules and
                                            regulations promulgated thereunder.
	 	 	 
		(w)	“Exchange
                                            Act Person” means any natural person, Entity or “group” (within
                                            the meaning of Section 13(d) or 14(d) of the Exchange Act), except that “Exchange Act
                                            Person” will not include (i) the Company or any Subsidiary of the Company, (ii) any
                                            employee benefit plan of the Company or any Subsidiary of the Company or any trustee or other
                                            fiduciary holding securities under an employee benefit plan of the Company or any Subsidiary
                                            of the Company, (iii) an underwriter temporarily holding securities pursuant to an offering
                                            of such securities, (iv) an Entity Owned, directly or indirectly, by the stockholders of
                                            the Company in substantially the same proportions as their Ownership of stock of the Company;
                                            or (v) any natural person, Entity or “group” (within the meaning of Section 13(d)
                                            or 14(d) of the Exchange Act) that, as of the Effective Date, is the Owner, directly or indirectly,
                                            of securities of the Company representing more than fifty percent (50%) of the combined voting
                                            power of the Company’s then outstanding securities.



 


		(x)	“Fair
                                            Market Value” means, as of any date, the value of the Common Stock determined
                                            as follows:



 


		(i)	If
                                            the Common Stock is listed on any established stock exchange or traded on any established
                                            market, the Fair Market Value of a share of Common Stock will be, unless otherwise determined
                                            by the Board, the closing sales price for such stock as quoted on such exchange or market
                                            (or the exchange or market with the greatest volume of trading in the Common Stock) on the
                                            date of determination, as reported in a source the Board deems reliable.
	 	 	 
		(ii)	Unless
                                            otherwise provided by the Board, if there is no closing sales price for the Common Stock
                                            on the date of determination, then the Fair Market Value will be the closing selling price
                                            on the last preceding date for which such quotation exists.



 




    	26



     


    

 


		(iii)	In
                                            the absence of such markets for the Common Stock, the Fair Market Value will be determined
                                            by the Board in good faith and in a manner that complies with Sections 409A and 422 of the
                                            Code.



 


		(y)	“Incentive
                                            Stock Option” means an option granted pursuant to Section 5 that is intended
                                            to be, and that qualifies as, an “incentive stock option” within the meaning
                                            of Section 422 of the Code.
	 	 	 
		(z)	“Non-Employee
                                            Director” means a Director who either (i) is not a current employee or officer
                                            of the Company or an Affiliate, does not receive compensation, either directly or indirectly,
                                            from the Company or an Affiliate for services rendered as a consultant or in any capacity
                                            other than as a Director (except for an amount as to which disclosure would not be required
                                            under Item 404(a) of Regulation S-K promulgated pursuant to the Securities Act (“Regulation
                                            S-K”)), does not possess an interest in any other transaction for which disclosure
                                            would be required under Item 404(a) of Regulation S-K, and is not engaged in a business relationship
                                            for which disclosure would be required pursuant to Item 404(b) of Regulation S-K; or (ii)
                                            is otherwise considered a “non-employee director” for purposes of Rule 16b-3.
	 	 	 
		(aa)	“Nonstatutory
                                            Stock Option” means any option granted pursuant to Section 5 that does not
                                            qualify as an Incentive Stock Option.
	 	 	 
		(bb)	“Officer”
                                            means a person who is an officer of the Company within the meaning of Section 16 of the Exchange
                                            Act.
	 	 	 
		(cc)	“Option”
                                            means an Incentive Stock Option or a Nonstatutory Stock Option to purchase shares of Common
                                            Stock granted pursuant to the Plan.
	 	 	 
		(dd)	“Option
                                            Agreement” means a written agreement between the Company and an Optionholder
                                            evidencing the terms and conditions of an Option grant. Each Option Agreement will be subject
                                            to the terms and conditions of the Plan.
	 	 	 
		(ee)	“Optionholder”
                                            means a person to whom an Option is granted pursuant to the Plan or, if applicable, such
                                            other person who holds an outstanding Option.
	 	 	 
		(ff)	“Other
                                            Stock Award” means an award based in whole or in part by reference to the Common
                                            Stock which is granted pursuant to the terms and conditions of Section 6(d).
	 	 	 
		(gg)	“Other
                                            Stock Award Agreement” means a written agreement between the Company and a
                                            holder of an Other Stock Award evidencing the terms and conditions of an Other Stock Award
                                            grant. Each Other Stock Award Agreement will be subject to the terms and conditions of the
                                            Plan.
	 	 	 
		(hh)	“Outside
                                            Director” means a Director who either (i) is not a current employee of the
                                            Company or an “affiliated corporation” (within the meaning of Treasury Regulations
                                            promulgated under Section 162(m) of the Code), is not a former employee of the Company or
                                            an “affiliated corporation” who receives compensation for prior services (other
                                            than benefits under a tax-qualified retirement plan) during the taxable year, has not been
                                            an officer of the Company or an “affiliated corporation,” and does not receive
                                            remuneration from the Company or an “affiliated corporation,” either directly
                                            or indirectly, in any capacity other than as a Director, or (ii) is otherwise considered
                                            an “outside director” for purposes of Section 162(m) of the Code.
	 	 	 
		(ii)	“Own,”
                                            “Owned,” “Owner,” “Ownership”
                                            A person or Entity will be deemed to “Own,” to have “Owned,” to be
                                            the “Owner” of, or to have acquired “Ownership” of securities if
                                            such person or Entity, directly or indirectly, through any contract, arrangement, understanding,
                                            relationship or otherwise, has or shares voting power, which includes the power to vote or
                                            to direct the voting, with respect to such securities.
	 	 	 
		(jj)	“Participant”
                                            means a person to whom an Award is granted pursuant to the Plan or, if applicable, such other
                                            person who holds an outstanding Stock Award.
	 	 	 
		(kk)	“Performance
                                            Cash Award” means an award of cash granted pursuant to the terms and conditions
                                            of Section 6(c)(ii).



 




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		(ll)	“Performance
                                            Criteria” means the one or more criteria that the Committee will select for
                                            purposes of establishing the Performance Goals for a Performance Period. The Performance
                                            Criteria that will be used to establish such Performance Goals may be based on any one of,
                                            or combination of, the following as determined by the Board: (1) earnings (including earnings
                                            per share and net earnings); (2) earnings before interest, taxes and depreciation; (3) earnings
                                            before interest, taxes, depreciation and amortization; (4) total stockholder return; (5)
                                            return on equity or average stockholder’s equity; (6) return on assets, investment,
                                            or capital employed; (7) stock price; (8) margin (including gross margin); (9) income (before
                                            or after taxes); (10) operating income; (11) operating income after taxes; (12) pre-tax profit;
                                            (13) operating cash flow; (14) sales or revenue targets; (15) increases in revenue or product
                                            revenue; (16) expenses and cost reduction goals; (17) improvement in or attainment of working
                                            capital levels; (18) economic value added (or an equivalent metric); (19) market share; (20)
                                            cash flow; (21) cash flow per share; (22) share price performance; (23) debt reduction; (24)
                                            customer satisfaction; (25) stockholders’ equity; (26) capital expenditures; (27) debt
                                            levels; (28) operating profit or net operating profit; (29) workforce diversity; (30) growth
                                            of net income or operating income; (31) billings; (32) pre-clinical development related compound
                                            goals; (33) financing; (34) regulatory milestones, including approval of a compound; (35)
                                            stockholder liquidity; (36) corporate governance and compliance; (37) product commercialization;
                                            (38) intellectual property; (39) personnel matters; (40) progress of internal research or
                                            clinical programs; (41) progress of partnered programs; (42) partner satisfaction; (43) budget
                                            management; (44) clinical achievements; (45) completing phases of a clinical study (including
                                            the treatment phase); (46) announcing or presenting preliminary or final data from clinical
                                            studies; in each case, whether on particular timelines or generally; (47) timely completion
                                            of clinical trials; (48) submission of INDs and NDAs and other regulatory achievements; (49)
                                            partner or collaborator achievements; (50) internal controls, including those related to
                                            the Sarbanes-Oxley Act of 2002; (51) research progress, including the development of programs;
                                            (52) investor relations, analysts and communication; (53) manufacturing achievements (including
                                            obtaining particular yields from manufacturing runs and other measurable objectives related
                                            to process development activities); (54) strategic partnerships or transactions (including
                                            in-licensing and out-licensing of intellectual property; (55) establishing relationships
                                            with commercial entities with respect to the marketing, distribution and sale of the Company’s
                                            products (including with group purchasing organizations, distributors and other vendors);
                                            (56) supply chain achievements (including establishing relationships with manufacturers or
                                            suppliers of active pharmaceutical ingredients and other component materials and manufacturers
                                            of the Company’s products); (57) co-development, co-marketing, profit sharing, joint
                                            venture or other similar arrangements; and (58) to the extent that an Award is not intended
                                            to comply with Section 162(m) of the Code, other measures of performance selected by the
                                            Board.
	 	 	 
		(mm)	“Performance
                                            Goals” means, for a Performance Period, the one or more goals established by
                                            the Board for the Performance Period based upon the Performance Criteria. Performance Goals
                                            may be based on a Company-wide basis, with respect to one or more business units, divisions,
                                            Affiliates, or business segments, and in either absolute terms or relative to the performance
                                            of one or more comparable companies or the performance of one or more relevant indices. Unless
                                            specified otherwise by the Board (i) in the Award Agreement at the time the Award is granted
                                            or (ii) in such other document setting forth the Performance Goals at the time the Performance
                                            Goals are established, the Board will appropriately make adjustments in the method of calculating
                                            the attainment of Performance Goals for a Performance Period as follows: (1) to exclude restructuring
                                            and/or other nonrecurring charges; (2) to exclude exchange rate effects; (3) to exclude the
                                            effects of changes to generally accepted accounting principles; (4) to exclude the effects
                                            of any statutory adjustments to corporate tax rates; (5) to exclude the effects of items
                                            that are “unusual” in nature or occur “infrequently” as determined
                                            under generally accepted accounting principles; (6) to exclude the dilutive effects of acquisitions
                                            or joint ventures; (7) to assume that any business divested by the Company achieved performance
                                            objectives at targeted levels during the balance of a Performance Period following such divestiture;
                                            (8) to exclude the effect of any change in the outstanding shares of common stock of the
                                            Company by reason of any stock dividend or split, stock repurchase, reorganization, recapitalization,
                                            merger, consolidation, spin-off, combination or exchange of shares or other similar corporate
                                            change, or any distributions to common stockholders other than regular cash dividends; (9)
                                            to exclude the effects of stock based compensation and the award of bonuses under the Company’s
                                            bonus plans; (10) to exclude costs incurred in connection with potential acquisitions or
                                            divestitures that are required to be expensed under generally accepted accounting principles;
                                            and (11) to exclude the goodwill and intangible asset impairment charges that are required
                                            to be recorded under generally accepted accounting principles.



 




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		(nn)	“Performance
                                            Period” means the period of time selected by the Board over which the attainment
                                            of one or more Performance Goals will be measured for the purpose of determining a Participant’s
                                            right to and the payment of a Stock Award or a Performance Cash Award. Performance Periods
                                            may be of varying and overlapping duration, at the sole discretion of the Board.
	 	 	 
		(oo)	“Performance
                                            Stock Award” means a Stock Award granted under the terms and conditions of
                                            Section 6(c)(i).
	 	 	 
		(pp)	“Plan”
                                            means this ImmunoCellular Therapeutics, Ltd. 2022 Equity Incentive Plan.
	 	 	 
		(qq)	“Restricted
                                            Stock Award” means an award of shares of Common Stock which is granted pursuant
                                            to the terms and conditions of Section 6(a).
	 	 	 
		(rr)	“Restricted
                                            Stock Award Agreement” means a written agreement between the Company and a
                                            holder of a Restricted Stock Award evidencing the terms and conditions of a Restricted Stock
                                            Award grant. Each Restricted Stock Award Agreement will be subject to the terms and conditions
                                            of the Plan.
	 	 	 
		(ss)	“Restricted
                                            Stock Unit Award” means a right to receive shares of Common Stock which is
                                            granted pursuant to the terms and conditions of Section 6(b).
	 	 	 
		(tt)	“Restricted
                                            Stock Unit Award Agreement” means a written agreement between the Company and
                                            a holder of a Restricted Stock Unit Award evidencing the terms and conditions of a Restricted
                                            Stock Unit Award grant. Each Restricted Stock Unit Award Agreement will be subject to the
                                            terms and conditions of the Plan.
	 	 	 
		(uu)	“Rule
                                            16b-3” means Rule 16b-3 promulgated under the Exchange Act or any successor
                                            to Rule 16b-3, as in effect from time to time.
	 	 	 
		(vv)	“Rule
                                            405” means Rule 405 promulgated under the Securities Act.
	 	 	 
		(ww)	“Rule
                                            701” means Rule 701 promulgated under the Securities Act.
	 	 	 
		(xx)	“Securities
                                            Act” means the Securities Act of 1933, as amended.
	 	 	 
		(yy)	“Stock
                                            Appreciation Right” or “SAR” means a right to receive
                                            the appreciation on Common Stock that is granted pursuant to the terms and conditions of
                                            Section 5.



 




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		(zz)	“Stock
                                            Appreciation Right Agreement” means a written agreement between the Company
                                            and a holder of a Stock Appreciation Right evidencing the terms and conditions of a Stock
                                            Appreciation Right grant. Each Stock Appreciation Right Agreement will be subject to the
                                            terms and conditions of the Plan.
	 	 	 
		(aaa)	“Stock
                                            Award” means any right to receive Common Stock granted under the Plan, including
                                            an Incentive Stock Option, a Nonstatutory Stock Option, a Restricted Stock Award, a Restricted
                                            Stock Unit Award, a Stock Appreciation Right, a Performance Stock Award or any Other Stock
                                            Award.
	 	 	 
		(bbb)	“Stock
                                            Award Agreement” means a written agreement between the Company and a Participant
                                            evidencing the terms and conditions of a Stock Award grant. Each Stock Award Agreement will
                                            be subject to the terms and conditions of the Plan.
	 	 	 
		(ccc)	“Subsidiary”
                                            means, with respect to the Company, (i) any corporation of which more than fifty percent
                                            (50%) of the outstanding capital stock having ordinary voting power to elect a majority of
                                            the board of directors of such corporation (irrespective of whether, at the time, stock of
                                            any other class or classes of such corporation will have or might have voting power by reason
                                            of the happening of any contingency) is at the time, directly or indirectly, Owned by the
                                            Company, and (ii) any partnership, limited liability company or other entity in which the
                                            Company has a direct or indirect interest (whether in the form of voting or participation
                                            in profits or capital contribution) of more than fifty percent (50%).
	 	 	 
		(ddd)	“Ten
                                            Percent Stockholder” means a person who 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 of all classes of stock of the Company or any Affiliate.
	 	 	 
		(eee)	“Transaction”
                                            means a Corporate Transaction or a Change in Control.



 




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