Exhibit 10.1


 


ANGION BIOMEDICA
CORP.


 


2002 STOCK
OPTION PLAN


 


1.           Purpose.   
This 2002 Stock Option Plan (the “Plan”) of Angion Biomedica Corp., a Delaware corporation (the “Company”),
is intended to provide incentives: (i) to certain directors, officers and employees who perform services for or on behalf of the
Company and any affiliates of the Company (collectively, the “Affiliates”) by providing them with opportunities to
purchase capital stock in the Company pursuant to options granted hereunder which qualify as “incentive stock options”
under Section 422(b) of the Internal Revenue Code of 1986, as amended (the “Code”) (“ISO” or “ISOs”)
or which do not qualify as ISOs (“Non-Qualified Option” or “Non-Qualified Options”); and (ii) to individuals
who are directors but not also employees of the Company and the Affiliates (“Non-Employee Directors”), and to independent
contractors or consultants to the Company or its Affiliates, by providing them with opportunities to purchase capital stock in
the Company pursuant to Non-Qualified Options. Both ISOs and Non-Qualified Options are referred to hereinafter individually as
an “Option” and collectively as “Options,” and persons to whom Options are granted are referred to hereinafter
individually as an “Optionee” and collectively as “Optionees.” As used herein, the term “Affiliate”
means any “parent corporation” or “subsidiary corporation” as such terms are defined in Sections 424(e)
and 424(f) of the Code.


 


2.           Administration
of the Plan.    The Plan shall be administered by the Board of Directors or by a Committee of the Board of Directors
of the Company (collectively, the “Committee”). Initially, the Board of Directors shall administer the Plan. Upon
the Company becoming subject to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
the Plan shall be administered by a committee, consisting of at least two members, each member of whom shall be a “Non-Employee
Director” within the meaning of Rule 16b-3 or any successor provision (“Rule 16b-3”) under the Exchange Act.
Subject to the terms of the Plan, the Committee shall have the authority to (i) determine which person to whom Options may be
granted from the class of persons eligible under Section 4 hereof, including those eligible to receive ISOs; (ii) determine the
number of shares which may be issued under each Option; (iii) determine the time or times at which Options may be granted; (iv)
determine the exercise price of shares subject to each Option, which price shall not be less than the fair market value as specified
in Section 6; (v) determine (subject to Sections 7 and 9) the time or times when each Option shall become exercisable and the
duration of the exercise period; (vi) determine whether restrictions are to be imposed on shares subject to Options and the nature
of such restrictions, if any, and (vii) interpret the Plan and prescribe and rescind rules and regulations relating to it. If
the Committee determines to issue a Non-Qualified Option, it shall take whatever actions it deems necessary, under Section 422
of the Code and the regulations promulgated thereunder, to ensure that such Option is not treated as an ISO. The interpretation
and construction by the Committee of any provisions of the Plan or of any Option granted under it shall be final. The Committee
may from time to time adopt such rules and regulations for carrying out the Plan as it may deem best. No member of the Committee
or of the Board of Directors of the Company shall be liable for any action or determination made in good faith with respect to
the Plan or any Option granted under it.


 



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3.           Stock.
   The stock delivered under this Plan shall be the Company’s Common Stock, par value $.01 per share (the “Common Stock”),
either authorized and unissued, treasury stock or shares purchased on the open market. The aggregate number of shares which may
be issued pursuant to the Plan is 5,000, subject to adjustment as provided in Section 12 hereof. If any Option granted under the
Plan shall expire or terminate for any reason without having been exercised in full or shall cease for any reason to be exercisable
in whole or in part, the unpurchased shares subject to such Option shall again be available for grants of Options under the Plan.


 


4.           Eligible
Employees and Others.    ISOs and Non-Qualified Options may be granted to individuals who are employees of the Company
and its Affiliates, including officers and directors who are also employees at the time the Option is granted. Non-Qualified Options
may also be granted to Non-Employee Directors and independent contractors and consultants to the Company and its Affiliates or
any entity in which the Company has an interest, or who are deemed by the Committee to be in a position to perform such services
in the future. Granting of any Option to any person shall neither entitle that person to, nor disqualify him from, participation
in any other Option grant.


 


5.           Term
of Plan; Granting of Options.    The term of the Plan will commence on the date of adoption of the Plan by the Company’s
Board of Directors, subject to approval by stockholders within one year of adoption, and terminate on the day immediately preceding
the tenth anniversary of said adoption, except as to Options outstanding on that date and subject to earlier termination as provided
in Section 9 hereof. Options may be granted under the Plan at any time during the term of the Plan. The date of grant of an Option
under the Plan shall be the date specified by the Committee at the time it grants the Option; provided, however, that such date
shall not be prior to the date on which the Committee acts to approve the grant. No Option shall be granted pursuant to the Plan
after August 4, 2012.


 


6.           Minimum
Exercise Price; ISO Limitations.


 


6.1         Price
for Non-Qualified Options.    The exercise price per share for each Non-Qualified Option granted under the Plan shall not
be less than the fair market value of the Common Stock on the date of grant of the Option, and in no event shall be less than the
minimum legal consideration required therefor under the laws of the State of Delaware or the laws of any jurisdiction in which
the Company or its successors in interest may be organized.


 


6.2         Price
for ISOs.    The exercise price per share for each ISO granted under the Plan shall not be less than the fair market value
per share of Common Stock on the date of such grant. In the case of an ISO to be granted to an employee owning stock possessing
more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or any Affiliate (a “10%
Employee”), the price per share for such ISO shall not be less than one hundred ten percent (110%) of the fair market value
per share of Common Stock on the date of grant. For purposes of determining stock ownership under this Section, the rules of Section
424(d) of the Code shall apply.


 


6.3         $100,000
Annual Limitation on ISO Vesting.    To the extent that, in the aggregate under this Plan and all incentive stock
option plans of the Company and any


 




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Affiliate, ISOs
become exercisable for the first time by an employee during any calendar year with respect to stock having a fair market value
(determined at the time the ISOs were granted) in excess of $100,000, such excess amount of stock shall be deemed to have been
granted as a Non-Qualified Option, and not as an ISO.


 


6.4         Determination
of Fair Market Value.    If at the time an Option is granted under the Plan, the Company’s Common Stock is not publicly
traded, the “fair market value” shall be deemed to be the “fair market value” of the Common Stock as determined
by the Committee in good faith after taking into consideration all factors which it deems appropriate, including, without limitation,
recent sale and offer prices of the Common Stock in private transactions negotiated at arm’s length. However, if at the time
an Option is granted under the Plan, the Common Stock is publicly traded, “fair market value” shall be determined as
of the last business day for which the prices or quotes discussed in this sentence are available prior to the date such Option
is granted and shall be (i) the last reported sale price (on that date) of the Common Stock on the principal national securities
exchange on which the Common Stock is listed, if the Common Stock is then traded on a national securities exchange; (ii) the mean
(on that date) of the high and low prices of the Common Stock on the NASDAQ National Market or Small Cap Market (or other interdealer
quotation system), if the Common Stock is not then listed on a national securities exchange and is reported on such Market; or
(iii) the closing bid price (or average of bid prices) last quoted (on that date) on the OTC Electronic Bulletin Board or other
established quotation service for over-the-counter securities, if the Common Stock is not reported on the NASDAQ National Market
or Small Cap Market (or other interdealer quotation system), or listed on a national securities exchange.


 


7.           Option
Duration.    Subject to earlier termination as provided in Sections 9 and 10 hereof, each Option shall expire on the date
specified by the Committee, but not more than (i) ten (10) years from the date of grant in the case of Non-Qualified Options, (ii)
ten (10) years from the date of grant in the case of ISOs generally, and (iii) five (5) years from the date of grant in the case
of ISOs granted to a 10% Employee, as determined under Section 6.2 hereof. Subject to earlier termination as provided in Section
9 hereof, the term of each ISO shall be the term set forth in the original instrument granting such ISO, except with respect to
any part of such ISO that is converted into a Non-Qualified Option pursuant to Section 16 hereof.


 


8.           Exercise
of Option.    Subject to the provisions of Sections 9 through 12 hereof, each Option granted under the Plan shall be exercisable
as follows:


 


8.1         Vesting.
   The Option shall either be fully exercisable on the date of grant or shall become exercisable thereafter in such installments as
the Committee may specify, provided that upon the Company becoming subject to Section 12 of the Exchange Act an Option granted
to a director or executive officer of the Company may not vest earlier than six (6) months from the date of grant.


 


8.2         Full
Vesting of Installments.    Once an installment becomes exercisable it shall remain exercisable until
expiration or termination of the Option, unless otherwise specified by the Committee.


 




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8.3         Partial
Exercise.    Each Option or installment may be exercised at any time or from time to time, in whole or in
part, for up to the total number of shares with respect to which it is then exercisable.


 


8.4         Change
in Control.    The Company may specify in any Option at the time of grant that the Option shall be
accelerated in the event of a change in control of the Company. Additionally, the Committee, in its discretion, may
accelerate the vesting of any outstanding Option under the Plan in the event of a change in control. For purposes of this
Plan, a “change in control” shall mean any of the following events: (a) the stockholders of the Company approve
(i) any consolidation or merger of the Company in which the Company is not the continuing or surviving corporation or
pursuant to which shares of Common Stock would be converted into cash, securities or other property, or (ii) any sale, lease,
exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of the assets
of the Company; (b) there shall have been a change in a majority of the members of the Board of Directors of the Company
within a twenty-four (24) month period unless the election or nomination for election by the Company’s stockholders of
each new director was approved by the vote of a majority of the directors then still in office who were in office at the
beginning of the twenty-four (24) month period or the successors of such directors; (c) the Company receives a report on
Schedule 13D filed with the Securities and Exchange Commission pursuant to Section 13(d) of the Exchange Act disclosing that
any person, group, corporation or other entity is the beneficial owner, directly or indirectly, of twenty percent (20%) or
more of the outstanding Common Stock of the Company; or (d) any person (as such term is defined in Section 13(d) of
the Exchange Act), group, corporation or other entity other than the Company or any Affiliate, purchases shares pursuant to a
tender offer or exchange offer to acquire any Common Stock of the Company for cash, securities or any other consideration,
provided that after consummation of the offer, the person, group, corporation or other entity in question is the beneficial
owner (as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of twenty percent (20%) or more
of the outstanding Common Stock of the Company (calculated as provided in paragraph (d) of Rule 13d-3 under the Exchange Act
in the case of rights to acquire common stock).


 


8.5         Acceleration
of Vesting.    The Committee shall have the right to accelerate the date of exercise of any installment
of any Option, provided that the Committee shall not, without the consent of an Optionee, accelerate the exercise date of any
installment of any Option granted to any employee as an ISO if such acceleration would violate the annual vesting limitation
contained in Section 422(d) of the Code, as described in Section 6.3.


 


9.           Termination
of Employment or Service.    If an Optionee’s employment with, or service by, the Company and all
Affiliates terminates, regardless of the reason for termination of employment or service (including, but not limited to,
termination by reason of death or disability), upon said termination date, no further installments of his Options shall
become exercisable, and such portions of his Options which are then vested but not exercised shall terminate subject to
exercise on a post-termination basis for such periods as determined by the Committee, to the extent permissible by applicable
law, provided that during such period the Optionee does not breach any post-termination covenants he may have to the Company
or any Affiliate. For purposes of this Section 9 only, employment or service shall be considered as continuing uninterrupted
during any bona fide approved leave of absence (such as those


 




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attributable
to illness, military obligations or governmental service). A bona fide leave of absence with the written approval of the Committee
shall not be considered an interruption of employment or service under this Section 9, provided that such written approval contractually
obligates the Company or any Affiliate to continue the employment or service of the Optionee after the approved period of absence.
Options granted under the Plan shall not be affected by any change of employment or service within or among the Company and Affiliates,
so long as the Optionee continues to be an employee, officer, director, independent contractor or consultant to the Company or
any Affiliate. Nothing in the Plan shall be deemed to give any Optionee the right to be retained in employment or other service
by the Company or any Affiliate for any period of time.


 


10.         Assignability.
   No Option shall be assignable or transferable by the Optionee except (i) by will or by the laws of descent and
distribution or (ii) pursuant to a qualified domestic relations order or Title I of the Employee Retirement Income Security
Act. Any attempted assignment or transfer in violation of this Section shall, in the discretion of the Committee, result in
the termination of the Option.


 


11.         Terms
and Conditions of Options.    Options shall be evidenced by instruments (which need not be identical) in
such forms as the Committee may from time to time approve (the “Option Agreements”). The Option Agreements shall
conform to the terms and conditions set forth in Sections 6 through 10 hereof and may contain such other provisions as the
Committee deems advisable which are not inconsistent with the Plan. The Committee may from time to time confer authority and
responsibility on one or more of its own members and/or one or more officers of the Company to execute and deliver the Option
Agreements. The proper officers of the Company are authorized and directed to take any and all action necessary or advisable
from time to time to carry out the terms of the Option Agreements.


 


12.         Adjustments.
   Upon the occurrence of any of the following events, an Optionee’s rights with respect to Options granted to
him hereunder shall be adjusted as hereinafter provided, unless otherwise specifically provided in the Option Agreement
between the Optionee and the Company relating to such Option:


 


12.1       Stock
Dividends and Stock Splits.    If the shares of Common Stock shall be subdivided, split or combined into a smaller or greater
number of shares or if the Company shall issue any shares of Common Stock as a stock dividend on its outstanding Common Stock,
the number of shares of Common Stock deliverable upon the exercise of Options shall be appropriately decreased or increased proportionately,
and appropriate adjustments shall be made in the purchase price per share to reflect such subdivision, split, combination or stock
dividend.


 


12.2       Consolidations
or Mergers.    If the Company is to be consolidated with or acquired by another entity in a merger, sale of all or substantially
all of the Company’s assets or otherwise (an “Acquisition”), the Committee or the board of directors of any entity
assuming the obligations of the Company hereunder (the “Successor Board”), shall, as to outstanding Options, make appropriate
provision for the continuation of such Options by substituting on an equitable basis for the shares then subject to such Options
the consideration payable with respect to the outstanding shares of Common Stock in connection with the


 




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Acquisition.
Should the Options not be able to be continued by the Successor Board in accordance with the preceding sentence, the Company shall
send written notice to the Optionees, stating that all Options must be exercised, to the extent then exercisable, within a specified
number of days of the date of such notice and prior to closing of the Acquisition, at the end of which period the Options shall
terminate; with the right to have the exercise rescinded and the Options reinstated if the Acquisition does not close as set forth
in the notice.


 


12.3       Recapitalization
or Reorganization.    In the event of a recapitalization or reorganization of the Company (other than a transaction described
in Section 12.2) pursuant to which securities of the Company or of another corporation are issued with respect to the outstanding
shares of Common Stock, an Optionee upon exercising an Option shall be entitled to receive for the purchase price paid upon such
exercise the securities he would have received if he had exercised his Option prior to such recapitalization or reorganization.


 


12.4       Modification
of ISOs.    Notwithstanding the foregoing, any adjustments made pursuant to Section 8.4, 12.1, 12.2 or
12.3 hereof with respect to ISOs shall be made only after the Committee, after consulting with counsel for the Company,
determines whether such adjustments would constitute a “modification” of such ISOs (as that term is defined in
Section 424 of the Code) or would cause any adverse tax consequences for the holders of such ISOs. If the Committee
determines that such adjustments made with respect to ISOs would constitute a modification of such ISOs, it may refrain from
making such adjustments.


 


12.5       Dissolution or Liquidation.    In
the event of the proposed dissolution or liquidation of the Company, each Option will terminate immediately prior to the consummation
of such proposed action or at such other time and subject to such other conditions as shall be determined by the Committee.


 


12.6       Issuances
of Securities.    Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to,
the number or price of shares subject to Options. No adjustments shall be made for dividends paid in cash or in property other
than securities of the Company.


 


12.7       Fractional
Shares.    No fractional shares shall be issued under the Plan and the Optionee shall receive from the Company cash in
lieu of such fractional shares.


 


12.8       Adjustments.
   Upon the happening of any of the events described in Section 12.1, 12.2 or 12.3 hereof, the class and aggregate number of shares
set forth in Section 3 hereof that are subject to Options which previously have been or subsequently may be granted under the Plan
shall also be appropriately adjusted to reflect the events described in such Sections. The Committee or the Successor Board shall
determine the specific adjustments to be made under this Section 12 and, subject to Section 2 hereof, its determination shall be
conclusive.


 


13.         Means
of Exercising Options.    An Option (or any installment or portion of an installment thereof) shall be exercised by giving
written notice to the Company at its principal office address. The notice shall identify the Option being exercised and specify
the number of


 




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shares as to
which such Option is being exercised, accompanied by full payment of the purchase price therefor either: (a) in United States dollars
in cash or by check; (b) at the discretion of the Committee, through delivery of shares of Common Stock having a fair market value
equal as of the date of the exercise to the cash exercise price of the Option; or (c) at the discretion of the Committee, by any
combination of (a) and (b) above. If the Committee exercises its discretion to permit payment of the exercise price of an ISO by
means of the methods set forth in clause (b) or (c) of the preceding sentence, such discretion shall be exercised in writing at
the time of the grant of the Option in question. An Optionee shall not have the rights of a stockholder with respect to the shares
covered by his Option until the date of issuance of a stock certificate to him for such shares. The Company may require as a condition
of exercise of any Option that the Optionee enter into a Stockholders Agreement with respect to restrictions on transfer and resale
of the shares of Common Stock acquired upon exercise of the Option. Except as expressly provided above in Section 12 with respect
to changes in capitalization and stock dividends, no adjustment shall be made for dividends or similar rights for which the record
date is before the date such stock certificate is issued.


 


14.         Termination
or Amendment of Plan.    The Board of Directors may terminate or amend the Plan in any respect at any time; however, without
the approval of the Company’s stockholders obtained within twelve (12) months before or after the Board of Directors adopts
a resolution authorizing any such termination or amendment, the Board of Directors may not so terminate or amend the Plan if prior
stockholder approval is then required by Section 16(b) of the Exchange Act, applicable Delaware law or tax law, or the rules of
any applicable national securities exchange or national stock quotation system on which the Common Stock may then be listed or
traded. Except as otherwise provided in this Section 14, in no event may action of the Board of Directors or stockholders alter
or impair the rights of an Optionee, without his consent, under any Option previously granted to him.


 


15.         Notice
to Company of Disqualifying Disposition.    By accepting an ISO granted under the Plan, each Optionee agrees to notify
the Company in writing immediately after making a Disqualifying Disposition, as described in Sections 421, 422 and 424 of the Code
and regulations thereunder, of any stock acquired under the Plan (or stock received in a transaction described in Section 424(b)
or 424(c)(1)(B) of the Code, relating to distributions of stock with respect to stock acquired under the Plan and certain tax-free
exchanges of stock acquired under the Plan for other stock or securities). A Disqualifying Disposition (with certain exceptions)
is generally any disposition within two (2) years of the date the ISO was granted or within one (1) year of the date the ISO was
exercised, whichever period ends later. With respect to stock held jointly with right of survivorship, a termination of such joint
tenancy may constitute a Disqualifying Disposition. This Section 15 shall be made binding upon the Optionee and upon any transferee
of stock described in this Section to whom Section 424(c)(4)(B) of the Code applies.


 


16.         Withholding
of Additional Income Taxes.    Upon the exercise of a Non-Qualified Option or the making of a Disqualifying
Disposition (as defined in Section 16), the Company may withhold taxes in respect of amounts that constitute compensation
includible in gross income, whenever the Company determines that such withholding is required. The Committee in its
discretion may condition the exercise of an Option on the Optionee’s making satisfactory arrangement for such
withholding. In addition to tax withholding, government


 






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regulations may impose reporting or other obligations on the Company
with respect to the Plan. For example, the Company may be required to send tax information statements to employees and former
employees that exercise ISOs.


 


17.         Governing
Law, Construction.    The validity and construction of the Plan and the agreements evidencing Options shall be governed
by the laws of the State of Delaware, or the laws of any jurisdiction in which the Company or its successors in interest may be
organized. In construing this Plan, the singular shall include the plural and the masculine gender shall include the feminine and
neuter, unless the context otherwise requires.


 


Adopted by the
Board of Directors and Stockholders as of


August 5, 2002


 




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