Exhibit 10.1


 





 


AMENDED AND RESTATED

CYTOSORBENTS CORPORATION

2014 LONG-TERM INCENTIVE PLAN


 




     


     


    

  


TABLE OF CONTENTS


 





	 	Page
	1. History; Effective Date.	3
	2. Purposes of the Plan.	3
	3. Terminology.	3
	4. Administration.	3
	(a) Administration of the Plan	3
	(b) Powers of the Administrator	3
	(c) Delegation of Administrative Authority	4
	(d) Non-Uniform Determinations	5
	(e) Limited Liability; Advisors	5
	(f) Indemnification	5
	(g) Effect of Administrator’s Decision	5
	5. Shares Issuable Pursuant to Awards.	5
	(a) Initial Share Pool	5
	(b) Adjustments to Share Pool	5
	(c) Individual Limits	6
	(d) ISO Limit	6
	(e) Source of Shares	6
	6. Participation.	6
	7. Awards.	6
	(a) Awards, In General	6
	(b) Stock Options	6
	(c) Limitation on Reload Options	7
	(d) Stock Appreciation Rights	7
	(e) Repricing	8
	(f) Stock Awards	8
	(g) Stock Units	9
	(h) Performance Shares and Performance Units	10
	(i) Other Stock-Based Awards	10
	(j) Qualified Performance-Based Awards	10
	(k) Awards to Participants Outside the United States	12
	(l) Limitation on Dividend Reinvestment and Dividend Equivalents	12
	8. Withholding of Taxes.	12
	9. Transferability of Awards.	12
	10. Adjustments for Corporate Transactions and Other Events.	13
	(a) Mandatory Adjustments	13
	(b) Discretionary Adjustments	13
	(c) Adjustments to Performance Goals	13
	(d) Statutory Requirements Affecting Adjustments	14
	(e) Dissolution or Liquidation	14


  




    	 	1	 



     


    

  





	 	Page
	11. Change in Control Provisions.	14
	(a) Termination of Awards	14
	(b) Other Permitted Actions	15
	(c) Section 409A Savings Clause	15
	12. Substitution of Awards in Mergers and Acquisitions.	15
	13. Compliance with Securities Laws; Listing and Registration.	15
	14. Section 409A Compliance.	16
	15. Plan Duration; Amendment and Discontinuance.	16
	(a) Plan Duration	16
	(b) Amendment and Discontinuance of the Plan	17
	(c) Amendment of Awards	17
	16. General Provisions.	17
	(a) Non-Guarantee of Employment or Service	17
	(b) No Trust or Fund Created	17
	(c) Status of Awards	17
	(d) Subsidiary Employees	18
	(e) Governing Law and Interpretation	18
	(f) Use of English Language	18
	(g) Recovery of Amounts Paid	18
	17. Glossary	18


 




    	 	2	 



     


    

 


		1.	History; Effective Date.



 


CYTOSORBENTS CORPORATION, a Delaware
corporation, or successor in interest (“ CytoSorbents ”), has established the AMENDED AND RESTATED CYTOSORBENTS
CORPORATION 2014 LONG-TERM INCENTIVE PLAN, as set forth herein, and as the same may be amended from time to time (the “ Plan
 ”). The Plan was adopted by the Board of Directors of CytoSorbents (the “ Board ”) on April 12, 2017
and was further amended on February 28, 2019. The Plan shall become and is effective as of the date that it is approved by
the stockholders of CytoSorbents(the “Effective Date”). The Plan is a continuation and amendment and restatement of
the CytoSorbents Corporation 2014 Long-Term Incentive Plan (the “2014 Plan”).


 


		2.	Purposes of the Plan.



 


The Plan is designed to:


 


(a) promote the long-term financial
interests and growth of CytoSorbents and its Subsidiaries (together, the “ Company ”) by attracting and retaining
management and other personnel and key service providers with the training, experience and ability to enable them to make a substantial
contribution to the success of the Company’s business;


 


(b) motivate management personnel
by means of growth-related incentives to achieve long-range goals; and


 


(c) further the alignment of interests
of Participants with those of the stockholders of CytoSorbents through opportunities for increased stock or stock-based ownership
in CytoSorbents.


 


Toward these objectives, the Administrator
may grant stock options, stock appreciation rights, stock awards, stock units, performance shares, performance units,
and other stock-based awards to eligible individuals on the terms and subject to the conditions set forth in the Plan.


 


		3.	Terminology.



 


Except as otherwise specifically
provided in an Award Agreement, capitalized words and phrases used in the Plan or an Award Agreement shall have the meaning set
forth in the glossary at Section 17 of the Plan or as defined the first place such word or phrase appears in the Plan.


 


		4.	Administration.



 


(a) Administration of the Plan. The Plan shall
be administered by the Administrator.


 


(b) Powers of the Administrator.
The Administrator shall, except as otherwise provided under the Plan, have plenary authority, in its sole and absolute discretion,
to grant Awards pursuant to the terms of the Plan to Eligible Individuals and to take all other actions necessary or desirable
to carry out the purpose and intent of the Plan. Among other things, the Administrator shall have the authority, in its sole and
absolute discretion, subject to the terms and conditions of the Plan to:


 


(i) determine the Eligible Individuals
to whom, and the time or times at which, Awards shall be granted;


 


(ii) determine the types of Awards to be granted
any Eligible Individual;


 


(iii) determine the number of shares
of Common Stock to be covered by or used for reference purposes for each Award or the value to be transferred pursuant to any Award;


 


(iv) determine the terms, conditions
and restrictions applicable to each Award (which need not be identical) and any shares acquired pursuant thereto, including, without
limitation, (A) the purchase price of any shares of Common Stock, (B) the method of payment for shares purchased pursuant to any
Award, (C) the method for satisfying any tax withholding obligation arising in connection with any Award, including by the
withholding or delivery of shares of Common Stock, (D) the timing, terms and conditions of the exercisability, vesting or payout
of any Award or any shares acquired pursuant thereto, (E) the Performance Goals applicable to any Award and the extent to which
such Performance Goals have been attained, (F) the time of the expiration of any Award, (G) the effect of the Participant’s
Termination of Service on any of the foregoing, and (H) all other terms, conditions and restrictions applicable to any Award or
shares acquired pursuant thereto as the Administrator shall consider to be appropriate and not inconsistent with the terms of the
Plan;


 




    	 	3	 



     


    

 


(v) subject to Sections 7(e),
7(j), 10(c) and 15, modify, amend or adjust the terms and conditions of any Award;


 


(vi) accelerate or otherwise change
the time at or during which an Award may be exercised or becomes payable and waive or accelerate the lapse, in whole or in part,
of any restriction, condition or risk of forfeiture with respect to such Award; provided , however , that, except
in connection with death, disability or a Change in Control, no such change, waiver or acceleration shall be made with respect
to a Qualified Performance-Based Award if the effect of such action would cause the Award to fail to qualify for the Section 162(m)
Exemption or shall be made to any Award that is considered “deferred compensation” within the meaning of Section 409A
of the Code if the effect of such action is inconsistent with Section 409A of the Code;


 


(vii) determine whether an Award
will be paid or settled in cash, shares of Common Stock, or in any combination thereof and whether, to what extent and under what
circumstances cash or shares of Common Stock payable with respect to an Award shall be deferred either automatically or at the
election of the Participant;


 


(viii) for any purpose, including
but not limited to, qualifying for preferred or beneficial tax treatment, accommodating the customs or administrative challenges
or otherwise complying with the tax, accounting or regulatory requirements of one or more jurisdictions, adopt, amend, modify,
administer or terminate sub-plans, appendices, special provisions or supplements applicable to Awards regulated by the laws of
a particular jurisdiction, which sub-plans, appendices, supplements and special provisions may take precedence over other provisions
of the Plan, and prescribe, amend and rescind rules and regulations relating to such sub-plans, supplements and special provisions;


 


(ix) establish any “blackout”
period, during which transactions affecting Awards may not be effectuated, that the Administrator in its sole discretion deems
necessary or advisable;


 


(x) determine the Fair Market Value
of shares of Common Stock or other property for any purpose under the Plan or any Award;


 


(xi) administer, construe and interpret
the Plan, Award Agreements and all other documents relevant to the Plan and Awards issued thereunder, and decide all other matters
to be determined in connection with an Award;


 


(xii) establish, amend, rescind
and interpret such administrative rules, regulations, agreements, guidelines, instruments and practices for the administration
of the Plan and for the conduct of its business as the Administrator deems necessary or advisable;


 


(xiii) correct any defect, supply
any omission or reconcile any inconsistency in the Plan or in any Award or Award Agreement in the manner and to the extent the
Administrator shall consider it desirable to carry it into effect; and


 


(xiv) otherwise administer the Plan and all Awards
granted under the Plan.


 


(c) Delegation of Administrative
Authority. The Administrator may designate officers or employees of the Company to assist the Administrator in the administration
of the Plan and, to the extent permitted by applicable law and stock exchange rules, the Administrator may delegate to officers
or other employees of the Company the Administrator’s duties and powers under the Plan, subject to such conditions and limitations
as the Administrator shall prescribe, including without limitation the authority to execute agreements or other documents on behalf
of the Administrator; provided, however, that such delegation of authority shall not extend to the granting of, or exercise of
discretion with respect to, Awards to Eligible Individuals who are “covered employees” within the meaning of Section 162(m)
of the Code or officers under Section 16 of the Exchange Act.


 




    	 	4	 



     


    

 


(d) Non-Uniform Determinations.
The Administrator’s determinations under the Plan (including without limitation, determinations of the persons to receive
Awards, the form, amount and timing of such Awards, the terms and provisions of such Awards and the Award Agreements evidencing
such Awards, and the ramifications of a Change in Control upon outstanding Awards) need not be uniform and may be made by the Administrator
selectively among Awards or persons who receive, or are eligible to receive, Awards under the Plan, whether or not such persons
are similarly situated.


 


(e) Limited Liability; Advisors.
To the maximum extent permitted by law, no member of the Administrator shall be liable for any action taken or decision made in
good faith relating to the Plan or any Award thereunder. The Administrator may employ counsel, consultants, accountants, appraisers,
brokers or other persons. The Administrator, CytoSorbents, and the officers and directors of CytoSorbents shall be entitled to
rely upon the advice, opinions or valuations of any such persons.


 


(f) Indemnification. To the
maximum extent permitted by law, by CytoSorbents’s charter and by-laws, and by any directors’ and officers’ liability
insurance coverage which may be in effect from time to time, the members of the Administrator and any agent or delegate of the
Administrator who is a director, officer or employee of CytoSorbents or an Affiliate shall be indemnified by CytoSorbents against
any and all liabilities and expenses to which they may be subjected by reason of any act or failure to act with respect to their
duties on behalf of the Plan.


 


(g) Effect of Administrator’s
Decision. All actions taken and determinations made by the Administrator on all matters relating to the Plan or any Award pursuant
to the powers vested in it hereunder shall be in the Administrator’s sole and absolute discretion, unless in contravention
of any express term of the Plan, including, without limitation, any determination involving the appropriateness or equitableness
of any action. All determinations made by the Administrator shall be conclusive, final and binding on all parties concerned, including
CytoSorbents, its stockholders, any Participants and any other employee, consultant, or director of CytoSorbents and its Affiliates,
and their respective successors in interest. No member of the Administrator, nor any director, officer, employee or representative
of CytoSorbents shall be personally liable for any action, determination or interpretation made in good faith with respect to the
Plan or Awards.


 


		5.	Shares Issuable Pursuant to Awards.



 


(a) Share Pool. The number
of shares of Common Stock issuable pursuant to Awards that may be granted under the Plan (the “ Share Pool ”)
shall be equal to an aggregate 13,400,000 shares which represents (i) 2,400,000 shares approved by stockholders under the
2014 Plan (ii) an additional 5,000,000 shares approved by the stockholders on June 6, 2017, plus (iii) an additional 6,000,000
shares approved by the stockholders on the Effective Date.


 


(b) Adjustments to Share Pool.
The Share Pool shall be adjusted, in addition to any adjustments to be made pursuant to Section 10 of the Plan, as follows:


 


(i) The Share Pool shall be reduced,
on the date of grant, by one share for each share of Common Stock made subject to an Award granted under the Plan;


 


(ii) The Share Pool shall be increased,
on the relevant date, by the number of unissued shares of Common Stock underlying or used as a reference measure for any Award
or portion of an Award that is cancelled, forfeited, expired, terminated unearned or settled in cash, in any such case without
the issuance of shares, and by the number of shares of Common Stock used as a reference measure for any Award that are not issued
upon settlement of such Award either due to a net settlement or otherwise;


 


(iii) The Share Pool shall be increased,
on the forfeiture date, by the number of shares of Common Stock that are forfeited back to CytoSorbents after issuance due to a
failure to meet an Award contingency or condition with respect to any Award or portion of an Award;


 


(iv) The Share Pool shall be increased,
on the exercise date, by the number of shares of Common Stock withheld by or surrendered (either actually or through attestation)
to CytoSorbents in payment of the exercise price of any Award; and


 


(v) The Share Pool shall be increased,
on the relevant date, by the number of shares of Common Stock withheld by or surrendered (either actually or through attestation)
to CytoSorbents in payment of the statutory minimum Tax Withholding Obligation that arises in connection with any Award.


 




    	 	5	 



     


    

 


(c) Individual Limits. Subject to adjustment
as provided in Section 10 of the Plan:


 


(i) the maximum number of shares
of Common Stock that may be made subject to Awards granted under the Plan during a calendar year to any one person in the form
of stock options or stock appreciation rights is, in the aggregate, 500,000 shares;


 


(ii) the maximum number of shares
of Common Stock that may be made subject to Awards granted under the Plan during a calendar year to any one person in the form
of Performance Awards is, in the aggregate, 250,000 shares,


 


(iii) in connection with Awards
granted under the Plan during a calendar year to any one person in the form of Performance Shares, the maximum cash amount payable
thereunder is the amount equal to the number of shares made subject to the Award, as limited by Section 5(c)(ii), multiplied
by the Fair Market Value as determined as of the payment date; and


 


(iv) in connection with Awards granted
under the Plan during a calendar year to any one person in the form of Performance Units, the maximum cash amount payable under
such Performance Units is $500,000; provided, however, that each of the limitations set forth above in clauses (i), (ii)
and (iii) of this Section 5(c) shall be multiplied by two when applied to Awards granted to any individual during the calendar
year in which such individual first commences service with CytoSorbents or a Subsidiary; and provided, further, that the
limitations set forth above in clauses (ii) and (iii) of this Section 5(c) shall be multiplied by the number of calendar years
over which the applicable Performance Period spans (in whole or in part), if the Performance Period is longer than 12 months’
duration, when applied to Performance Awards. If an Award is terminated, surrendered or canceled in the same year in which it was
granted, such Award nevertheless will continue to be counted against the limitations set forth above in this Section 5(c)
for the calendar year in which it was granted.


 


(d) ISO Limit. Subject to
adjustment pursuant to Section 10 of the Plan, the maximum number of shares of Common Stock that may be issued pursuant to
stock options granted under the Plan that are intended to qualify as Incentive Stock Options within the meaning of Section 422
of the Code shall be equal to the number of shares in the Share Pool.


 


(e) Source of Shares. The
shares of Common Stock with respect to which Awards may be made under the Plan shall be shares authorized for issuance under CytoSorbents’s
charter but unissued, or issued and reacquired, including without limitation shares purchased in the open market or in private
transactions.


 


		6.	Participation.



 


Participation in the Plan shall
be open to all Eligible Individuals, as may be selected by the Administrator from time to time. The Administrator may also grant
Awards to Eligible Individuals in connection with hiring, recruiting or otherwise, prior to the date the individual first performs
services for CytoSorbents or a Subsidiary; provided , however , that such Awards shall not become vested or exercisable,
and no shares shall be issued to such individual, prior to the date the individual first commences performance of such services.


 


		7.	Awards.



 


(a) Awards, In General. The
Administrator, in its sole discretion, shall establish the terms of all Awards granted under the Plan consistent with the terms
of the Plan. Awards may be granted individually or in tandem with other types of Awards, concurrently with or with respect to outstanding
Awards. All Awards are subject to the terms and conditions provided in the Award Agreement, which shall be delivered to the Participant
receiving such Award upon, or as promptly as is reasonably practicable following, the grant of such Award. Unless otherwise specified
by the Administrator, in its sole discretion, or otherwise provided in the Award Agreement, an Award shall not be effective unless
the Award Agreement is signed or otherwise accepted by CytoSorbents and the Participant receiving the Award (including by electronic
delivery and/or electronic signature).


 


(b) Stock Options.


 




    	 	6	 



     


    

 


(i) Grants. A stock option
means a right to purchase a specified number of shares of Common Stock from CytoSorbents at a specified price during a specified
period of time. The Administrator may from time to time grant to Eligible Individuals Awards of Incentive Stock Options or Nonqualified
Options; provided , however , that Awards of Incentive Stock Options shall be limited to employees of CytoSorbents
or of any current or hereafter existing “parent corporation” or “subsidiary corporation,” as defined in
Sections 424(e) and 424(f) of the Code, respectively, of CytoSorbents, and any other Eligible Individuals who are eligible
to receive Incentive Stock Options under the provisions of Section 422 of the Code. No stock option shall be an Incentive
Stock Option unless so designated by the Administrator at the time of grant or in the applicable Award Agreement.


 


(ii) Exercise. Stock options
shall be exercisable at such time or times and subject to such terms and conditions as shall be determined by the Administrator;
provided, however, that Awards of stock options may not have a term in excess of ten years’ duration unless required
otherwise by applicable law. The exercise price per share subject to a stock option granted under the Plan shall not be less than
the Fair Market Value of one share of Common Stock on the date of grant of the stock option, except as provided under applicable
law or with respect to stock options that are granted in substitution of similar types of awards of a company acquired by CytoSorbents
or a Subsidiary or with which CytoSorbents or a Subsidiary combines (whether in connection with a corporate transaction, such as
a merger, combination, consolidation or acquisition of property or stock, or otherwise) to preserve the intrinsic value of such
awards.


 


(iii) Termination of Service.
Except as provided in the applicable Award Agreement or otherwise determined by the Administrator, to the extent stock options
are not vested and exercisable, a Participant’s stock options shall be forfeited upon his or her Termination of Service.


 


(iv) Additional Terms and Conditions.
The Administrator may, by way of the Award Agreement or otherwise, determine such other terms, conditions, restrictions, and/or
limitations, if any, of any Award of stock options, provided they are not inconsistent with the Plan.


 


(c) Limitation on Reload Options.
The Administrator shall not grant stock options under this Plan that contain a reload or replenishment feature pursuant to which
a new stock option would be granted automatically upon receipt of delivery of Common Stock to CytoSorbents in payment of the exercise
price or any tax withholding obligation under any other stock option.


 


(d) Stock Appreciation Rights.


 


(i) Grants. The Administrator
may from time to time grant to Eligible Individuals Awards of stock appreciation rights. A stock appreciation right entitles the
Participant to receive, subject to the provisions of the Plan and the Award Agreement, a payment having an aggregate value equal
to the product of  (i) the excess of  (A) the Fair Market Value on the exercise date of one share of Common
Stock over (B) the base price per share specified in the Award Agreement, times (ii) the number of shares specified by the stock
appreciation right, or portion thereof, which is exercised. The base price per share specified in the Award Agreement shall not
be less than the lower of the Fair Market Value on the date of grant or the exercise price of any tandem stock option to which
the stock appreciation right is related, or with respect to stock appreciation rights that are granted in substitution of similar
types of awards of a company acquired by CytoSorbents or a Subsidiary or with which CytoSorbents or a Subsidiary combines (whether
in connection with a corporate transaction, such as a merger, combination, consolidation or acquisition of property or stock, or
otherwise) such base price as is necessary to preserve the intrinsic value of such awards.


 


(ii) Exercise. Stock appreciation
rights shall be exercisable at such time or times and subject to such terms and conditions as shall be determined by the Administrator;
provided, however, that stock appreciation rights granted under the Plan may not have a term in excess of ten years’
duration unless required otherwise by applicable law. The applicable Award Agreement shall specify whether payment by CytoSorbents
of the amount receivable upon any exercise of a stock appreciation right is to be made in cash or shares of Common Stock or a combination
of both, or shall reserve to the Administrator or the Participant the right to make that determination prior to or upon the exercise
of the stock appreciation right. If upon the exercise of a stock appreciation right a Participant is to receive a portion of such
payment in shares of Common Stock, the number of shares shall be determined by dividing such portion by the Fair Market Value of
a share of Common Stock on the exercise date. No fractional shares shall be used for such payment and the Administrator shall determine
whether cash shall be given in lieu of such fractional shares or whether such fractional shares shall be eliminated.


 




    	 	7	 



     


    

 


(iii) Termination of Service.
Except as provided in the applicable Award Agreement or otherwise determined by the Administrator, to the extent stock appreciation
rights are not vested and exercisable, a Participant’s stock appreciation rights shall be forfeited upon his or her Termination
of Service.


 


(iv) Additional Terms and Conditions.
The Administrator may, by way of the Award Agreement or otherwise, determine such other terms, conditions, restrictions, and/or
limitations, if any, of any Award of stock appreciation rights, provided they are not inconsistent with the Plan.


 


(e) Repricing. Notwithstanding
anything herein to the contrary, except in connection with a corporate transaction involving CytoSorbents (including, without limitation,
any stock dividend, stock split, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up,
spin-off, combination, or exchange of shares), the terms of options and stock appreciation rights granted under the Plan may not
be amended, after the date of grant, to reduce the exercise price of such options or stock appreciation rights, nor may outstanding
options or stock appreciation rights be canceled in exchange for (i) cash, (ii) options or stock appreciation rights with
an exercise price or base price that is less than the exercise price or base price of the original outstanding options or stock
appreciation rights, or (iii) other Awards, unless such action is approved by CytoSorbents’s stockholders.


 


(f) Stock Awards.


 


(i) Grants. The Administrator
may from time to time grant to Eligible Individuals Awards of unrestricted Common Stock or Restricted Stock (collectively, “
Stock Awards ”) on such terms and conditions, and for such consideration, including no consideration or such minimum
consideration as may be required by law, as the Administrator shall determine. Stock Awards shall be evidenced in such manner as
the Administrator may deem appropriate, including via book-entry registration.


 


(ii) Vesting. Restricted
Stock shall be subject to such vesting, restrictions on transferability and other restrictions, if any, and/or risk of forfeiture
as the Administrator may impose at the date of grant or thereafter. The Restriction Period to which such vesting, restrictions
and/or risk of forfeiture apply may lapse under such circumstances, including without limitation upon the attainment of Performance
Goals, in such installments, or otherwise, as the Administrator may determine. In the event that the Administrator conditions the
grant or vesting of a Stock Award upon the attainment of Performance Goals, or the attainment of Performance Goals together with
the continued service of the Participant, the Administrator may, prior to or at the time of grant, designate the Stock Award as
a Qualified Performance-Based Award. Subject to the provisions of the Plan and the applicable Award Agreement, during the Restriction
Period, the Participant shall not be permitted to sell, assign, transfer, pledge or otherwise encumber shares of Restricted Stock.


 


(iii) Rights of a Stockholder;
Dividends. Except to the extent restricted under the Award Agreement relating to the Restricted Stock, a Participant granted
Restricted Stock shall have all of the rights of a stockholder of Common Stock including, without limitation, the right to vote
Restricted Stock. Cash dividends declared payable on Common Stock shall be paid, with respect to outstanding Restricted Stock,
either as soon as practicable following the dividend payment date or deferred for payment to such later date as determined by the
Administrator, and shall be paid in cash or as unrestricted shares of Common Stock having a Fair Market Value equal to the amount
of such dividends or may be reinvested in additional shares of Restricted Stock as determined by the Administrator; provided
, however , that dividends declared payable on Restricted Stock that is granted as a Performance Award shall be held by
CytoSorbents and made subject to forfeiture at least until achievement of the applicable Performance Goal related to such shares
of Restricted Stock. Stock distributed in connection with a stock split or stock dividend, and other property distributed as a
dividend, shall be subject to restrictions and a risk of forfeiture to the same extent as the Restricted Stock with respect to
which such Common Stock or other property has been distributed. As soon as is practicable following the date on which restrictions
on any shares of Restricted Stock lapse, CytoSorbents shall deliver to the Participant the certificates for such shares or shall
cause the shares to be registered in the Participant’s name in book-entry form, in either case with the restrictions removed,
provided that the Participant shall have complied with all conditions for delivery of such shares contained in the Award Agreement
or otherwise reasonably required by CytoSorbents.


 




    	 	8	 



     


    

 


(iv) Termination of Service.
Except as provided in the applicable Award Agreement, upon Termination of Service during the applicable Restriction Period, Restricted
Stock and any accrued but unpaid dividends that are at that time subject to restrictions shall be forfeited; provided that
the Administrator may provide, by rule or regulation or in any Award Agreement, or may determine in any individual case, that restrictions
or forfeiture conditions relating to Restricted Stock will be waived in whole or in part in the event of terminations resulting
from specified causes, and the Administrator may in other cases waive in whole or in part the forfeiture of Restricted Stock.


 


(v) Additional Terms and Conditions.
The Administrator may, by way of the Award Agreement or otherwise, determine such other terms, conditions, restrictions, and/or
limitations, if any, of any Award of Restricted Stock, provided they are not inconsistent with the Plan.


 


(g) Stock Units.


 


(i) Grants. The Administrator
may from time to time grant to Eligible Individuals Awards of unrestricted stock Units or Restricted Stock Units on such terms
and conditions, and for such consideration, including no consideration or such minimum consideration as may be required by law,
as the Administrator shall determine. Restricted Stock Units represent a contractual obligation by CytoSorbents to deliver a number
of shares of Common Stock, an amount in cash equal to the Fair Market Value of the specified number of shares subject to the Award,
or a combination of shares of Common Stock and cash, in accordance with the terms and conditions set forth in the Plan and any
applicable Award Agreement.


 


(ii) Vesting and Payment.
Restricted Stock Units shall be subject to such vesting, risk of forfeiture and/or payment provisions as the Administrator may
impose at the date of grant. The Restriction Period to which such vesting and/or risk of forfeiture apply may lapse under such
circumstances, including without limitation upon the attainment of Performance Goals, in such installments, or otherwise, as the
Administrator may determine. In the event that the Administrator conditions the vesting and/or lapse of risk of forfeiture of Restricted
Stock Units upon the attainment of Performance Goals, or the attainment of Performance Goals together with the continued service
of the Participant, the Administrator may, prior to or at the time of grant, designate the Award of Restricted Stock Units as a
Qualified Performance-Based Award. Shares of Common Stock, cash or a combination of shares of Common Stock and cash, as applicable,
payable in settlement of Restricted Stock Units shall be delivered to the Participant as soon as administratively practicable,
but no later than 30 days, after the date on which payment is due under the terms of the Award Agreement provided that
the Participant shall have complied with all conditions for delivery of such shares or payment contained in the Award Agreement
or otherwise reasonably required by CytoSorbents, or in accordance with an election of the Participant, if the Administrator so
permits, that meets the requirements of Section 409A of the Code.


 


(iii) No Rights of a Stockholder;
Dividend Equivalents. Until shares of Common Stock are issued to the Participant in settlement of stock Units, the Participant
shall not have any rights of a stockholder of CytoSorbents with respect to the stock Units or the shares issuable thereunder. The
Administrator may grant to the Participant the right to receive Dividend Equivalents on stock Units, on a current, reinvested and/or
restricted basis, subject to such terms as the Administrator may determine provided , however , that Dividend Equivalents
payable on stock Units that are granted as a Performance Award shall, rather than be paid on a current basis, be accrued and made
subject to forfeiture at least until achievement of the applicable Performance Goal related to such stock Units.


 


(iv) Termination of Service.
Upon Termination of Service during the applicable deferral period or portion thereof to which forfeiture conditions apply, or upon
failure to satisfy any other conditions precedent to the delivery of shares of Common Stock or cash to which such Restricted Stock
Units relate, all Restricted Stock Units and any accrued but unpaid Dividend Equivalents with respect to such Restricted Stock
Units that are then subject to deferral or restriction shall be forfeited; provided that the Administrator may provide,
by rule or regulation or in any Award Agreement, or may determine in any individual case, that restrictions or forfeiture conditions
relating to Restricted Stock Units will be waived in whole or in part in the event of termination resulting from specified causes,
and the Administrator may in other cases waive in whole or in part the forfeiture of Restricted Stock Units.


 


(v) Additional Terms and Conditions.
The Administrator may, by way of the Award Agreement or otherwise, determine such other terms, conditions, restrictions, and/or
limitations, if any, of any Award of stock Units, provided they are not inconsistent with the Plan.


 




    	 	9	 



     


    

 


(h) Performance Shares and Performance Units.


 


(i) Grants. The Administrator
may from time to time grant to Eligible Individuals Awards in the form of Performance Shares and Performance Units. Performance
Shares, as that term is used in this Plan, shall refer to shares of Common Stock or Units that are expressed in terms of Common
Stock, the issuance, vesting, lapse of restrictions on or payment of which is contingent on performance as measured against predetermined
objectives over a specified Performance Period. Performance Units, as that term is used in this Plan, shall refer to dollar-denominated
Units valued by reference to designated criteria established by the Administrator, other than Common Stock, the issuance, vesting,
lapse of restrictions on or payment of which is contingent on performance as measured against predetermined objectives over a specified
Performance Period. The applicable Award Agreement shall specify whether Performance Shares and Performance Units will be settled
or paid in cash or shares of Common Stock or a combination of both, or shall reserve to the Administrator or the Participant the
right to make that determination prior to or at the payment or settlement date.


 


(ii) Performance Criteria.
The Administrator shall, prior to or at the time of grant, condition the grant, vesting or payment of, or lapse of restrictions
on, an Award of Performance Shares or Performance Units upon (A) the attainment of Performance Goals during a Performance Period
or (B) the attainment of Performance Goals and the continued service of the Participant. The Administrator may, prior to or at
the time of grant, designate an Award of Performance Shares or Performance Units as a Qualified Performance-Based Award. The length
of the 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 shall be conclusively determined by the Administrator in the exercise of
its absolute discretion. Performance Goals may include minimum, maximum and target levels of performance, with the size of the
Award or payout of Performance Shares or Performance Units or the vesting or lapse of restrictions with respect thereto based on
the level attained. An Award of Performance Shares or Performance Units shall be settled as and when the Award vests or at a later
time specified in the Award Agreement or in accordance with an election of the Participant, if the Administrator so permits, that
meets the requirements of Section 409A of the Code.


 


(iii) Additional Terms and Conditions.
The Administrator may, by way of the Award Agreement or otherwise, determine such other terms, conditions, restrictions, and/or
limitations, if any, of any Award of Performance Shares or Performance Units, provided they are not inconsistent with the
Plan.


 


(i) Other Stock-Based Awards.
The Administrator may from time to time grant to Eligible Individuals Awards in the form of Other Stock-Based Awards. Other Stock-Based
Awards in the form of Dividend Equivalents may be (A) awarded on a free-standing basis or in connection with another Award other
than a stock option or stock appreciation right, (B) paid currently or credited to an account for the Participant, including the
reinvestment of such credited amounts in Common Stock equivalents, to be paid on a deferred basis, and (C) settled in cash or Common
Stock as determined by the Administrator; provided , however , that Dividend Equivalents payable on Other Stock-Based
Awards that are granted as a Performance Award shall, rather than be paid on a current basis, be accrued and made subject to forfeiture
at least until achievement of the applicable Performance Goal related to such Other Stock-Based Awards. Any such settlements, and
any such crediting of Dividend Equivalents, may be subject to such conditions, restrictions and contingencies as the Administrator
shall establish.


 


(j) Qualified Performance-Based Awards.


 


(i) Stock Options and Stock Appreciation
Rights. The provisions of the Plan are intended to ensure that all stock options and stock appreciation rights granted hereunder
to any Participant who is or may be a “covered employee” (within the meaning of Section 162(m)(3) of the Code)
in the tax year in which such stock option or stock appreciation right is expected to be deductible to CytoSorbents or a Subsidiary
qualify for the Section 162(m) Exemption, and all such Awards shall therefore be considered Qualified Performance-Based Awards,
and the Plan shall be interpreted and operated consistent with that intention.


 




    	 	10	 



     


    

 


(ii) Grant Process for Performance
Awards. When granting any Award other than a stock option or stock appreciation right, the Administrator may designate such
Award as a Qualified Performance-Based Award, based upon a determination that (A) the recipient is or may be a “covered employee”
(within the meaning of Section 162(m)(3) of the Code) with respect to such Award and (B) the Administrator wishes such Award
to qualify for the Section 162(m) Exemption. For any Award so designated as a Qualified Performance-Based Award, the Administrator
shall take steps to ensure that the terms of any such Award (and of the grant thereof) shall be consistent with such designation
(including, without limitation, that all such Awards be granted by a committee composed solely of  “outside directors”
(within the meaning of Section 162(m) of the Code) and that the Performance Goals be established, in writing, by the Administrator
within the time period prescribed by Section 162(m) of the Code). The Performance Goals established by the Administrator for
each Qualified Performance-Based Award shall be objective such that a third party having knowledge of the relevant facts could
determine whether or not any Performance Goal has been achieved, or the extent of such achievement, and the amount, if any, which
has been earned by the Participant based on such performance. The Administrator may retain in an Award Agreement the discretion
to reduce (but not to increase) the amount or number of Qualified Performance-Based Awards which will be earned based on the achievement
of Performance Goals. When the Performance Goals are established, the Administrator shall also specify the manner in which the
level of achievement of such Performance Goals shall be calculated and the weighting assigned to such Performance Goals.


 


(iii) Certification and Payment.
Following completion of the applicable Performance Period, and prior to any, as applicable, grant, vesting, lapse of restrictions
on or payment of a Qualified Performance-Based Award, the Administrator shall determine in accordance with the terms of the Award
and shall certify in writing whether the applicable Performance Goal(s) were achieved, or the level of such achievement, and the
amount, if any, earned by the Participant based upon such performance. For this purpose, approved minutes of the meeting of the
Administrator at which certification is made shall be sufficient to satisfy the requirement of a written certification. No Qualified
Performance-Based Awards will be granted, become vested, have restrictions lapse or be paid, as applicable, for a Performance Period
until such certification is made by the Administrator. The amount of a Qualified Performance-Based Award actually granted, vested,
or paid to a Participant, or on which restrictions shall lapse, may be less than the amount determined by the applicable Performance
Goal formula, at the discretion of the Administrator to take into account additional factors that the Administrator may deem relevant
to the assessment of individual or corporate performance for the Performance Period or otherwise, subject to the terms and conditions
of the applicable Award Agreement.


 


(iv) Performance Goals. Performance
Goals may be applied on a per share or absolute basis and relative to one or more Performance Metrics, or any combination thereof,
and may be measured pursuant to U.S. generally accepted accounting principles (“ GAAP ”), non-GAAP or other
objective standards in a manner consistent with CytoSorbents’ or its Subsidiary’s established accounting policies,
all as the Administrator shall determine at the time the Performance Goals for a Performance Period are established. The Administrator
may, in its sole discretion, provide that one or more objectively determinable adjustments shall be made to the manner in which
one or more of the Performance Goals is to be calculated or measured to take into account, or ignore, one or more of the following:
(1) items related to a change in accounting principle; (2) items relating to financing activities; (3) expenses
for restructuring or productivity initiatives; (4) other non-operating items; (5) items related to acquisitions; (6) items
attributable to the business operations of any entity acquired by the Company during the Performance Period; (7) items related
to the sale or disposition of a business or segment of a business; (8) items related to discontinued operations that do not
qualify as a segment of a business under U.S. generally accepted accounting principles; (9) items attributable to any stock
dividend, stock split, combination or exchange of stock occurring during the Performance Period; (10) any other items of significant
income or expense which are determined to be appropriate adjustments; (11) items relating to unusual or extraordinary corporate
transactions, events or developments, (12) items related to amortization of acquired intangible assets; (13) items that are
outside the scope of the Company’s core, on-going business activities; (14) changes in foreign currency exchange rates; (15)
items relating to changes in tax laws; (16) certain identified expenses (including, but not limited to, cash bonus expenses, incentive
expenses and acquisition-related transaction and integration expenses); (17) items relating to asset impairment charges; or (18)
items relating to gains or unusual or nonrecurring events or changes in applicable law, accounting principles or business conditions.
For all Awards intended to qualify as Qualified Performance-Based Awards, such determinations shall be made within the time prescribed
by, and otherwise in compliance with, Section 162(m) of the Code.


 




    	 	11	 



     


    

 


(v) Non-delegation. No delegate
of the Administrator is permitted to exercise authority granted to the Administrator under Section 4 to the extent that the
exercise of such authority by the delegate would cause an Award designated as a Qualified Performance-Based Award not to qualify
for, or to cease to qualify for, the Section 162(m) Exemption.


 


(k) Awards to Participants Outside
the United States. The Administrator may grant Awards to Eligible Individuals who are foreign nationals, who are located outside
the United States or who are not compensated from a payroll maintained in the United States, or who are otherwise subject to (or
could cause CytoSorbents or a Subsidiary to be subject to) tax, legal or regulatory provisions of countries or jurisdictions outside
the United States, on such terms and conditions different from those specified in the Plan as may, in the judgment of the Administrator,
be necessary or desirable in order that any such Award shall conform to laws, regulations, and customs of the country or jurisdiction
in which the Participant is then resident or primarily employed or to foster and promote achievement of the purposes of the Plan.


 


(l) Limitation on Dividend Reinvestment
and Dividend Equivalents. Reinvestment of dividends in additional Restricted Stock at the time of any dividend payment, and
the payment of shares of Common Stock with respect to dividends to Participants holding Awards of stock Units, shall only be permissible
if sufficient shares are available under the Share Pool for such reinvestment or payment (taking into account then outstanding
Awards). In the event that sufficient shares are not available under the Share Pool for such reinvestment or payment, such reinvestment
or payment shall be made in the form of a grant of stock Units equal in number to the shares of Common Stock that would have been
obtained by such payment or reinvestment, the terms of which stock Units shall provide for settlement in cash and for Dividend
Equivalent reinvestment in further stock Units on the terms contemplated by this Section 7(l).


 


		8.	Withholding of Taxes.



 


Participants and holders of Awards
shall pay to CytoSorbents or its Affiliate, or make arrangements satisfactory to the Administrator for payment of, any Tax Withholding
Obligation in respect of Awards granted under the Plan no later than the date of the event creating the tax or social insurance
contribution liability. The obligations of CytoSorbents under the Plan shall be conditional on such payment or arrangements. Unless
otherwise determined by the Administrator, Tax Withholding Obligations may be settled in whole or in part with shares of Common
Stock, including unrestricted outstanding shares surrendered to CytoSorbents and unrestricted shares that are part of the Award
that gives rise to the Tax Withholding Obligation, having a Fair Market Value on the date of surrender or withholding equal to
the statutory minimum amount (and not any greater amount) required to be withheld for tax or social insurance contribution purposes,
all in accordance with such procedures as the Administrator establishes. CytoSorbents or its Affiliate may deduct, to the extent
permitted by law, any such Tax Withholding Obligations from any payment of any kind otherwise due to the Participant or holder
of an Award.


 


		9.	Transferability of Awards.



 


General Nontransferability Absent
Administrator Permission. Except as otherwise determined by the Administrator or as required by applicable law, and in any
event in the case of an Incentive Stock Option or a tandem stock appreciation right granted with respect to an Incentive Stock
Option, no Award granted under the Plan shall be transferable by a Participant otherwise than by will or the laws of descent and
distribution. The Administrator shall not permit any transfer of an Award for value. An Award may be exercised during the lifetime
of the Participant, only by the Participant or, during the period the Participant is under a legal disability, by the Participant’s
guardian or legal representative, unless otherwise determined by the Administrator. Awards granted under the Plan shall not be
subject in any manner to alienation, anticipation, sale, transfer, assignment, pledge, or encumbrance, except as otherwise determined
by the Administrator; provided, however, that the restrictions in this sentence shall not apply to the shares of Common
Stock received in connection with an Award after the date that the restrictions on transferability of such shares set forth in
the applicable Award Agreement have lapsed. Nothing in this paragraph shall be interpreted or construed as overriding the terms
of any CytoSorbents stock ownership or retention policy, now or hereafter existing, that may apply to the Participant or shares
of Common Stock received under an Award.


 




    	 	12	 



     


    

 


		10.	Adjustments for Corporate Transactions and Other Events.



 


(a) Mandatory Adjustments.
In the event of a merger, consolidation, stock rights offering, statutory share exchange or similar event affecting CytoSorbents
(each, a “ Corporate Event ”) or a stock dividend, stock split, reverse stock split, separation, spinoff, reorganization,
extraordinary dividend of cash or other property, share combination or subdivision, or recapitalization or similar event affecting
the capital structure of CytoSorbents (each, a “ Share Change ”) that occurs at any time after adoption of this
Plan by the Board (including any such Corporate Event or Share Change that occurs after such adoption and coincident with or prior
to the Effective Date), the Administrator shall make equitable and appropriate substitutions or proportionate adjustments to (i) the
aggregate number and kind of shares of Common Stock or other securities on which Awards under the Plan may be granted to Eligible
Individuals, (ii) the maximum number of shares of Common Stock or other securities with respect to which Awards may be granted
during any one calendar year to any individual, (iii) the maximum number of shares of Common Stock or other securities that may
be issued with respect to Incentive Stock Options granted under the Plan, (iv) the number of shares of Common Stock or other securities
covered by each outstanding Award and the exercise price, base price or other price per share, if any, and other relevant terms
of each outstanding Award, and (v) all other numerical limitations relating to Awards, whether contained in this Plan or in
Award Agreements; provided , however , that any fractional shares resulting from any such adjustment shall be eliminated.


 


(b) Discretionary Adjustments.
In the case of Corporate Events, the Administrator may make such other adjustments to outstanding Awards as it determines to be
appropriate and desirable, which adjustments may include, without limitation, (i) the cancellation of outstanding Awards in
exchange for payments of cash, securities or other property or a combination thereof having an aggregate value equal to the value
of such Awards, as determined by the Administrator in its sole discretion (it being understood that in the case of a Corporate
Event with respect to which stockholders of CytoSorbents receive consideration other than publicly traded equity securities of
the ultimate surviving entity, any such determination by the Administrator that the value of a stock option or stock appreciation
right shall for this purpose be deemed to equal the excess, if any, of the value of the consideration being paid for each share
of Common Stock pursuant to such Corporate Event over the exercise price or base price of such stock option or stock appreciation
right shall conclusively be deemed valid and that any stock option or stock appreciation right may be cancelled for no consideration
upon a Corporate Event if its exercise price or base price does not exceed the value of the consideration being paid for each share
of Common Stock pursuant to such Corporate Event), (ii) the substitution of securities or other property (including, without limitation,
cash or other securities of CytoSorbents and securities of entities other than CytoSorbents) for the shares of Common Stock subject
to outstanding Awards, and (iii) the substitution of equivalent awards, as determined in the sole discretion of the Administrator,
of the surviving or successor entity or a parent thereof  (“ Substitute Awards ”).


 


(c) Adjustments to Performance
Goals. The Administrator may, in its discretion, adjust the Performance Goals applicable to any Awards to reflect any unusual
or non-recurring events and other extraordinary items, impact of charges for restructurings, discontinued operations and the cumulative
effects of accounting or tax changes, each as defined by generally accepted accounting principles or as identified in CytoSorbents’s
consolidated financial statements, notes to the consolidated financial statements, management’s discussion and analysis or
other CytoSorbents filings with the Securities and Exchange Commission; provided, however, that, except in connection with
death, disability or a Change in Control, no such adjustment shall be made if the effect would be to cause an Award that is intended
to be a Qualified Performance-Based Award to no longer constitute a Qualified Performance-Based Award. If the Administrator determines
that a change in the business, operations, corporate structure or capital structure of CytoSorbents or the applicable subsidiary,
business segment or other operational unit of CytoSorbents or any such entity or segment, or the manner in which any of the foregoing
conducts its business, or other events or circumstances, render the Performance Goals to be unsuitable, the Administrator may modify
such Performance Goals or the related minimum acceptable level of achievement, in whole or in part, as the Administrator deems
appropriate and equitable; provided, however , that, except in connection with death, disability or a Change in Control,
no such modification shall be made if the effect would be to cause an Award that is intended to be a Qualified Performance-Based
Award to no longer constitute a Qualified Performance-Based Award.


 




    	 	13	 



     


    

 


(d) Statutory Requirements Affecting
Adjustments. Notwithstanding the foregoing: (A) any adjustments made pursuant to Section 10 to Awards that are considered
 “deferred compensation” within the meaning of Section 409A of the Code shall be made in compliance with the requirements
of Section 409A of the Code; (B) any adjustments made pursuant to Section 10 to Awards that are not considered “deferred
compensation” subject to Section 409A of the Code shall be made in such a manner as to ensure that after such adjustment,
the Awards either (1) continue not to be subject to Section 409A of the Code or (2) comply with the requirements
of Section 409A of the Code; (C) in any event, the Administrator shall not have the authority to make any adjustments pursuant
to Section 10 to the extent the existence of such authority would cause an Award that is not intended to be subject to Section 409A
of the Code at the date of grant to be subject thereto; and (D) any adjustments made pursuant to Section 10 to Awards that
are Incentive Stock Options shall be made in compliance with the requirements of Section 424(a) of the Code.


 


(e) Dissolution or Liquidation.
Unless the Administrator determines otherwise, all Awards outstanding under the Plan shall terminate upon the dissolution or liquidation
of CytoSorbents.


 


		11.	Change in Control Provisions.



 


(a) Termination of Awards.
Notwithstanding the provisions of Section 11(b), in the event that any transaction resulting in a Change in Control occurs,
outstanding Awards will terminate upon the effective time of such Change in Control unless provision is made in connection with
the transaction for the continuation or assumption of such Awards by, or for the issuance therefor of Substitute Awards of, the
surviving or successor entity or a parent thereof. Solely with respect to Awards that will terminate as a result of the immediately
preceding sentence and except as otherwise provided in the applicable Award Agreement:


 


(i) the outstanding Awards of stock
options and stock appreciation rights that will terminate upon the effective time of the Change in Control shall, immediately before
the effective time of the Change in Control, become fully exercisable and the holders of such Awards will be permitted, immediately
before the Change in Control, to exercise the Awards;


 


(ii) the outstanding shares of Restricted
Stock the vesting or restrictions on which are then solely time-based and not subject to achievement of Performance Goals shall,
immediately before the effective time of the Change in Control, become fully vested, free of all transfer and lapse restrictions
and free of all risks of forfeiture;


 


(iii) the outstanding shares of
Restricted Stock the vesting or restrictions on which are then subject to and pending achievement of Performance Goals shall, immediately
before the effective time of the Change in Control and unless the Award Agreement provides for vesting or lapsing of restrictions
in a greater amount upon the occurrence of a Change in Control, become vested, free of transfer and lapse restrictions and risks
of forfeiture in such amounts as if the applicable Performance Goals for the unexpired Performance Period had been achieved at
the target level set forth in the applicable Award Agreement;


 


(iv) the outstanding Restricted
Stock Units, Performance Shares and Performance Units the vesting, earning or settlement of which is then solely time-based and
not subject to or pending achievement of Performance Goals shall, immediately before the effective time of the Change in Control,
become fully earned and vested and shall be settled in cash or shares of Common Stock (consistent with the terms of the Award Agreement
after taking into account the effect of the Change in Control transaction on the shares) as promptly as is practicable, subject
to any applicable limitations imposed thereon by Section 409A of the Code; and


 


(v) the outstanding Restricted Stock
Units, Performance Shares and Performance Units the vesting, earning or settlement of which is then subject to and pending achievement
of Performance Goals shall, immediately before the effective time of the Change in Control and unless the Award Agreement provides
for vesting, earning or settlement in a greater amount upon the occurrence of a Change in Control, become vested and earned in
such amounts as if the applicable Performance Goals for the unexpired Performance Period had been achieved at the target level
set forth in the applicable Award Agreement and shall be settled in cash or shares of Common Stock (consistent with the terms of
the Award Agreement after taking into account the effect of the Change in Control transaction on the shares) as promptly as is
practicable, subject to any applicable limitations imposed thereon by Section 409A of the Code.


 




    	 	14	 



     


    

 


Implementation of the provisions
of this Section 11(a) shall be conditioned upon consummation of the Change in Control.


 


(b) Other Permitted Actions.
In the event that any transaction resulting in a Change in Control occurs, the Administrator may take any of the actions set forth
in Section 10 with respect to any or all Awards granted under the Plan.


 


(c) Section 409A Savings
Clause. Notwithstanding the foregoing, if any Award is considered to be a “nonqualified deferred compensation plan”
within the meaning of Section 409A of the Code, this Section 11 shall apply to such Award only to the extent that its
application would not result in the imposition of any tax or interest or the inclusion of any amount in income under Section 409A
of the Code.


 


		12.	Substitution of Awards in Mergers and Acquisitions.



 


Awards may be granted under the
Plan from time to time in substitution for assumed awards held by employees, officers, consultants or directors of entities who
become employees, officers, consultants or directors of CytoSorbents or a Subsidiary as the result of a merger or consolidation
of the entity for which they perform services with CytoSorbents or a Subsidiary, or the acquisition by CytoSorbents of the assets
or stock of the such entity. The terms and conditions of any Awards so granted may vary from the terms and conditions set forth
herein to the extent that the Administrator deems appropriate at the time of grant to conform the Awards to the provisions of the
assumed awards for which they are substituted and to preserve their intrinsic value as of the date of the merger, consolidation
or acquisition transaction. To the extent permitted by applicable law and marketplace or listing rules of the primary securities
market or exchange on which the Common Stock is listed or admitted for trading, any available shares under a stockholder-approved
plan of an acquired company (as appropriately adjusted to reflect the transaction) may be used for Awards granted pursuant to this
Section 12 and, upon such grant, shall not reduce the Share Pool.


 


		13.	Compliance with Securities Laws; Listing and Registration.



 


(a) The obligation of CytoSorbents
to sell or deliver Common Stock with respect to any Award granted under the Plan shall be subject to all applicable laws, rules
and regulations, including all applicable federal, state securities laws, and the obtaining of all such approvals by governmental
agencies as may be deemed necessary or appropriate by the Administrator. If at any time the Administrator determines that the delivery
of Common Stock under the Plan is or may be unlawful under the laws of any applicable jurisdiction, or Federal, state or foreign
(non-United States) securities laws, the right to exercise an Award or receive shares of Common Stock pursuant to an Award shall
be suspended until the Administrator determines that such delivery is lawful. If at any time the Administrator determines that
the delivery of Common Stock under the Plan would or may violate the rules of any exchange on which CytoSorbents’s securities
are then listed for trade, the right to exercise an Award or receive shares of Common Stock pursuant to an Award shall be suspended
until the Administrator determines that such delivery would not violate such rules. If the Administrator determines that the exercise
or nonforfeitability of, or delivery of benefits pursuant to, any Award would violate any applicable provision of securities laws
or the listing requirements of any stock exchange upon which any of CytoSorbents’s equity securities are listed, then the
Administrator may postpone any such exercise, nonforfeitability or delivery, as applicable, but CytoSorbents shall use all reasonable
efforts to cause such exercise, nonforfeitability or delivery to comply with all such provisions at the earliest practicable date.


 


(b) Each Award is subject to the
requirement that, if at any time the Administrator determines, in its absolute discretion, that the listing, registration or qualification
of Common Stock issuable pursuant to the Plan is required by any securities exchange or under any state, federal or foreign (non-United
States) law, or the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in
connection with, the grant of an Award or the issuance of Common Stock, no such Award shall be granted or payment made or Common
Stock issued, in whole or in part, unless listing, registration, qualification, consent or approval has been effected or obtained
free of any conditions not acceptable to the Administrator.


 




    	 	15	 



     


    

 


(c) In the event that the disposition
of Common Stock acquired pursuant to the Plan is not covered by a then current registration statement under the Securities Act
of 1933, as amended (the “ Securities Act ”), and is not otherwise exempt from such registration, such Common
Stock shall be restricted against transfer to the extent required by the Securities Act or regulations thereunder, and the Administrator
may require a person receiving Common Stock pursuant to the Plan, as a condition precedent to receipt of such Common Stock, to
represent to CytoSorbents in writing that the Common Stock acquired by such person is acquired for investment only and not with
a view to distribution and that such person will not dispose of the Common Stock so acquired in violation of Federal, state or
foreign securities laws and furnish such information as may, in the opinion of counsel for the Company, be appropriate to permit
the Company to issue the Common Stock in compliance with applicable Federal, state or foreign securities laws.


 


		14.	Section 409A Compliance.



 


It is the intention of CytoSorbents
that any Award that constitutes a “nonqualified deferred compensation plan” within the meaning of Section 409A
of the Code shall comply in all respects with the requirements of Section 409A of the Code to avoid the imposition of any
tax or interest or the inclusion of any amount in income pursuant to Section 409A of the Code, and the terms of each such
Award shall be construed, administered and deemed amended, if applicable, in a manner consistent with this intention. Notwithstanding
the foregoing, neither CytoSorbents nor any of its Affiliates nor any of its or their directors, officers, employees, agents or
other service providers will be liable for any taxes, penalties or interest imposed on any Participant or other person with respect
to any amounts paid or payable (whether in cash, shares of Common Stock or other property) under any Award, including any taxes,
penalties or interest imposed under or as a result of Section 409A of the Code. Any payments described in an Award that are
due within the “short term deferral period” as defined in Section 409A of the Code shall not be treated as deferred
compensation unless applicable law requires otherwise. For purposes of any Award, each amount to be paid or benefit to be provided
to a Participant that constitutes deferred compensation subject to Section 409A of the Code shall be construed as a separate
identified payment for purposes of Section 409A of the Code. For purposes of Section 409A of the Code, the payment of
Dividend Equivalents under any Award shall be construed as earnings and the time and form of payment of such Dividend Equivalents
shall be treated separately from the time and form of payment of the underlying Award. Notwithstanding any other provision of the
Plan to the contrary, with respect to any Award that constitutes a “nonqualified deferred compensation plan” within
the meaning of Section 409A of the Code, any payments (whether in cash, shares of Common Stock or other property) to be made
with respect to the Award that become payable on account of the Participant’s separation from service, within the meaning
of Section 409A of the Code, while the Participant is a “specified employee” (as determined in accordance with
the uniform policy adopted by the Administrator with respect to all of the arrangements subject to Section 409A of the Code
maintained by CytoSorbents and its Affiliates) and which would otherwise be paid within six months after the Participant’s
separation from service shall be accumulated (without interest) and paid on the first day of the seventh month following the Participant’s
separation from service or, if earlier, within 15 days after the appointment of the personal representative or executor of
the Participant’s estate following the Participant’s death. Notwithstanding anything in the Plan or an Award Agreement
to the contrary, in no event shall the Administrator exercise its discretion to accelerate the payment or settlement of an Award
where such payment or settlement constitutes deferred compensation within the meaning of Code section 409A unless, and solely to
the extent that, such accelerated payment or settlement is permissible under Treasury Regulation section 1.409A-3(j)(4).


 


		15.	Plan Duration; Amendment and Discontinuance.



 


(a) Plan Duration. The
Plan shall remain in effect, subject to the right of the Board or the Compensation Committee to amend or terminate the Plan at
any time, until the earlier of  (a) the earliest date as of which all Awards granted under the Plan have been satisfied
in full or terminated and no shares of Common Stock approved for issuance under the Plan remain available to be granted under new
Awards or (b) February 28, 2029. No Awards shall be granted under the Plan after such termination date. Subject to other
applicable provisions of the Plan, all Awards made under the Plan on or before February 28, 2029, or such earlier termination
of the Plan, shall remain in effect until such Awards have been satisfied or terminated in accordance with the Plan and the terms
of such Awards.


 




    	 	16	 



     


    

 


(b) Amendment and Discontinuance
of the Plan. The Board or the Compensation Committee may amend, alter or discontinue the Plan, but no amendment, alteration
or discontinuation shall be made which would materially impair the rights of a Participant with respect to a previously granted
Award without such Participant’s consent, except such an amendment made to comply with applicable law or rule of any securities
exchange or market on which the Common Stock is listed or admitted for trading or to prevent adverse tax or accounting consequences
to CytoSorbents or the Participant. Notwithstanding the foregoing, no such amendment shall be made without the approval of CytoSorbents’s
stockholders to the extent such amendment would (A) materially increase the benefits accruing to Participants under the Plan, (B)
materially increase the number of shares of Common Stock which may be issued under the Plan or to a Participant, (C) materially
expand the eligibility for participation in the Plan, (D) eliminate or modify the prohibition set forth in Section 7(f) on
repricing of stock options and stock appreciation rights, (E) lengthen the maximum term or lower the minimum exercise price
or base price permitted for stock options and stock appreciation rights, or (F) modify the prohibition on the issuance of reload
or replenishment options. Except as otherwise determined by the Board or Compensation Committee, termination of the Plan shall
not affect the Administrator’s ability to exercise the powers granted to it hereunder with respect to Awards granted under
the Plan prior to the date of such termination.


 


(c) Amendment of Awards.
Subject to Section 7(e), the Administrator may unilaterally amend the terms of any Award theretofore granted, but no such
amendment shall materially impair the rights of any Participant with respect to an Award without the Participant’s consent,
except such an amendment made to cause the Plan or Award to comply with applicable law, applicable rule of any securities exchange
on which the Common Stock is listed or admitted for trading, or to prevent adverse tax or accounting consequences for the Participant
or the Company or any of its Affiliates. For purposes of the foregoing sentence, an amendment to an Award that results in a change
in the tax consequences of the Award to the Participant shall not be considered to be a material impairment of the rights of the
Participant and shall not require the Participant’s consent.


 


		16.	General Provisions.



 


(a) Non-Guarantee of Employment
or Service. Nothing in the Plan or in any Award Agreement thereunder shall confer any right on an individual to continue in
the service of CytoSorbents or any Affiliate or shall interfere in any way with the right of CytoSorbents or any Affiliate to terminate
such service at any time with or without cause or notice and whether or not such termination results in (i) the failure of
any Award to vest or become payable; (ii) the forfeiture of any unvested or vested portion of any Award; and/or (iii) any other
adverse effect on the individual’s interests under any Award or the Plan. No person, even though deemed an Eligible Individual,
shall have a right to be selected as a Participant, or, having been so selected, to be selected again as a Participant. To the
extent that an Eligible Individual who is an employee of a Subsidiary receives an Award under the Plan, that Award shall in no
event be understood or interpreted to mean that CytoSorbents is the Participant’s employer or that the Participant has an
employment relationship with CytoSorbents.


 


(b) No Trust or Fund Created.
Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship
between CytoSorbents and a Participant or any other person. To the extent that any Participant or other person acquires a right
to receive payments from CytoSorbents pursuant to an Award, such right shall be no greater than the right of any unsecured general
creditor of CytoSorbents.


 


(c) Status of Awards. Awards
shall be special incentive payments to the Participant and shall not be taken into account in computing the amount of salary or
compensation of the Participant for purposes of determining any pension, retirement, death, severance or other benefit under (a) any
pension, retirement, profit-sharing, bonus, insurance, severance or other employee benefit plan of CytoSorbents or any Affiliate
now or hereafter in effect under which the availability or amount of benefits is related to the level of compensation or (b) any
agreement between (i) CytoSorbents or any Affiliate and (ii) the Participant, except as such plan or agreement shall otherwise
expressly provide.


 




    	 	17	 



     


    

 


(d) Subsidiary Employees.
In the case of a grant of an Award to an Eligible Individual who provides services to any Subsidiary, CytoSorbents may, if the
Administrator so directs, issue or transfer the shares of Common Stock, if any, covered by the Award to the Subsidiary, for such
lawful consideration as the Administrator may specify, upon the condition or understanding that the Subsidiary will transfer the
shares of Common Stock to the Eligible Individual in accordance with the terms of the Award specified by the Administrator pursuant
to the provisions of the Plan. All shares of Common Stock underlying Awards that are forfeited or canceled after such issue or
transfer of shares to the Subsidiary shall revert to CytoSorbents.


 


(e) Governing Law and Interpretation.
The validity, construction and effect of the Plan, of Award Agreements entered into pursuant to the Plan, and of any rules, regulations,
determinations or decisions made by the Administrator relating to the Plan or such Award Agreements, and the rights of any and
all persons having or claiming to have any interest therein or thereunder, shall be determined exclusively in accordance with applicable
United States federal laws and the laws of the State of Delaware without regard to its conflict of laws principles. The captions
of the Plan are not part of the provisions hereof and shall have no force or effect. Except where the context otherwise requires:
(i) the singular includes the plural and vice versa; (ii) a reference to one gender includes other genders; (iii) a reference
to a person includes a natural person, partnership, corporation, association, governmental or local authority or agency or other
entity; and (iv) a reference to a statute, ordinance, code or other law includes regulations and other instruments under it and
consolidations, amendments, re-enactments or replacements of any of them.


 


(f) Use of English Language.
The Plan, each Award Agreement, and all other documents, notices and legal proceedings entered into, given or instituted pursuant
to an Award shall be written in English, unless otherwise determined by the Administrator. If a Participant receives an Award Agreement,
a copy of the Plan or any other documents related to an Award translated into a language other than English, and if the meaning
of the translated version is different from the English version, the English version shall control.


 


(g) Recovery of Amounts Paid.
Except as otherwise provided by the Administrator, Awards granted under the Plan shall be subject to any and all policies, guidelines,
codes of conduct, or other agreement or arrangement adopted by the Board or Compensation Committee with respect to the recoupment,
recovery or clawback of compensation (collectively, the “Recoupment Policy”) and/or to any provisions set forth in
the applicable Award Agreement under which CytoSorbents may recover from current and former Participants any amounts paid or shares
of Common Stock issued under an Award and any proceeds therefrom under such circumstances as the Administrator determines appropriate.
The Administrator may apply the Recoupment Policy to Awards granted before the policy is adopted to the extent required by applicable
law or rule of any securities exchange or market on which shares of Common Stock are listed or admitted for trading, as determined
by the Administrator in its sole discretion.


 


		17.	Glossary.



 


Under this Plan, except where the context otherwise
indicates, the following definitions apply:


 


“Administrator ”
means the Compensation Committee, or such other committee(s) or officer(s) duly appointed by the Board or the Compensation Committee
to administer the Plan or delegated limited authority to perform administrative actions under the Plan, and having such powers
as shall be specified by the Board or the Compensation Committee; provided, however, that at any time the Board may serve as the
Administrator in lieu of or in addition to the Compensation Committee or such other committee(s) or officer(s) to whom administrative
authority has been delegated. With respect to any Award to which Section 16 of the Exchange Act applies, the Administrator
shall consist of either the Board or a committee of the Board, which committee shall consist of two or more directors, each of
whom is intended to be, to the extent required by Rule 16b-3 of the Exchange Act, a “non-employee director” as
defined in Rule 16b-3 of the Exchange Act and an “independent director” to the extent required by the rules of
the national securities exchange that is the principal trading market for the Common Stock, and with respect to any Award that
is intended to be a Qualified Performance-Based Award, the Administrator shall consist of two or more directors, each of whom is
intended to be, to the extent required by Section 162(m) of the Code, an “outside director” as defined under Section 162(m)
of the Code; provided , that with respect to Awards made to a member of the Board who is not an employee of the Company,
 “Administrator” means the Board. Any member of the Administrator who does not meet the foregoing requirements shall
abstain from any decision regarding an Award and shall not be considered a member of the Administrator to the extent required to
comply with Rule 16b-3 of the Exchange Act or Section 162(m) of the Code.


 




    	 	18	 



     


    

 


“ Affiliate”
means any entity, whether now or hereafter existing, which controls, is controlled by, or is under common control with, CytoSorbents
or any successor to CytoSorbents. For this purpose, “control” (including the correlative meanings of the terms “controlled
by” and “under common control with”) shall mean ownership, directly or indirectly, of 50% or more of the total
combined voting power of all classes of voting securities issued by such entity, or the possession, directly or indirectly, of
the power to direct the management and policies of such entity, by contract or otherwise.


 


“ Award ” means
any stock option, stock appreciation right, stock award, stock unit, Performance Share, Performance Unit, and/or Other Stock-Based
Award granted under this Plan. An Award shall be subject to the terms and conditions set forth in the Plan in effect on the date
of grant.


 


“Award Agreement”
means the written document(s), including an electronic writing acceptable to the Administrator, and any notice, addendum or supplement
thereto, memorializing the terms and conditions of an Award granted pursuant to the Plan and which shall incorporate the terms
of the Plan.


 


“ Board ” means the Board of Directors
of CytoSorbents.


 


“ Change in Control
 ” means the first of the following to occur: (i) a Change in Ownership of CytoSorbents, (ii) a Change in Effective Control
of CytoSorbents, or (iii) a Change in the Ownership of Assets of CytoSorbents, as described herein and construed in accordance
with Code section 409A.


 


(i) A “Change in Ownership
of CytoSorbents” shall occur on the date that any one Person acquires, or Persons Acting as a Group acquire, ownership of
the capital stock of CytoSorbents that, together with the stock held by such Person or Group, constitutes more than 50% of the
total fair market value or total voting power of the capital stock of CytoSorbents. However, if any one Person is, or Persons Acting
as a Group are, considered to own more than 50%, on a fully diluted basis, of the total fair market value or total voting power
of the capital stock of CytoSorbents, the acquisition of additional stock by the same Person or Persons Acting as a Group is not
considered to cause a Change in Ownership of CytoSorbents or to cause a Change in Effective Control of CytoSorbents (as described
below). An increase in the percentage of capital stock owned by any one Person, or Persons Acting as a Group, as a result
of a transaction in which CytoSorbents acquires its stock in exchange for property will be treated as an acquisition of stock.


 


(ii) A “Change in Effective
Control of CytoSorbents” shall occur on the date either (A) a majority of members of CytoSorbents’s Board is replaced
during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of CytoSorbents’s
Board before the date of the appointment or election, or (B) any one Person, or Persons Acting as a Group, acquires (or has acquired
during the 12-month period ending on the date of the most recent acquisition by such Person or Persons) ownership of stock of CytoSorbents
possessing 35% or more of the total voting power of the stock of CytoSorbents.


 


(iii) A “Change in the Ownership
of Assets of CytoSorbents” shall occur on the date that any one Person acquires, or Persons Acting as a Group acquire (or
has or have acquired during the 12-month period ending on the date of the most recent acquisition by such Person or Persons), assets
from CytoSorbents that have a total gross fair market value equal to or more than 60% of the total gross fair market value of all
of the assets of CytoSorbents immediately before such acquisition or acquisitions. For this purpose, gross fair market value means
the value of the assets of CytoSorbents, or the value of the assets being disposed of, determined without regard to any liabilities
associated with such assets.


 


The following rules of construction apply in interpreting
the definition of Change in Control:


 


(A) A “ Person ”
means any individual, entity or group within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of
1934, as amended, other than employee benefit plans sponsored or maintained by CytoSorbents and by entities controlled by CytoSorbents
or an underwriter, initial purchaser or placement agent temporarily holding the capital stock of CytoSorbents pursuant to a registered
public offering.


 


(B) Persons will be considered to
be Persons Acting as a Group (or Group) if they are owners of a corporation that enters into a merger, consolidation, purchase
or acquisition of stock, or similar business transaction with the corporation. If a Person owns stock in both corporations that
enter into a merger, consolidation, purchase or acquisition of stock, or similar transaction, such stockholder is considered to
be acting as a Group with other stockholders only with respect to the ownership in that corporation before the transaction giving
rise to the change and not with respect to the ownership interest in the other corporation. Persons will not be considered to be
acting as a Group solely because they purchase assets of the same corporation at the same time or purchase or own stock of the
same corporation at the same time, or as a result of the same public offering.


 




    	 	19	 



     


    

 


(C) A Change in Control shall not
include a transfer to a related person as described in Code section 409A or a public offering of capital stock of CytoSorbents.


 


(D) For purposes of the definition
of Change in Control, Section 318(a) of the Code applies to determine stock ownership. Stock underlying a vested option is
considered owned by the individual who holds the vested option (and the stock underlying an unvested option is not considered owned
by the individual who holds the unvested option). For purposes of the preceding sentence, however, if a vested option is exercisable
for stock that is not substantially vested (as defined by Treasury Regulation §1.83-3(b) and (j)), the stock underlying the
option is not treated as owned by the individual who holds the option.


 


“ CytoSorbents ” means CytoSorbents
Corporation, a Delaware corporation.


 


“Code” means
the Internal Revenue Code of 1986, as amended from time to time, and any successor thereto, the Treasury Regulations thereunder
and other relevant interpretive guidance issued by the Internal Revenue Service or the Treasury Department. Reference to any specific
section of the Code shall be deemed to include such regulations and guidance, as well as any successor section, regulations and
guidance.


 


“Common Stock”
means shares of common stock of CytoSorbents, par value $0.001 per share, and any capital securities into which they are converted.


 


“ Company ” means
CytoSorbents and its Subsidiaries, except where the context otherwise requires. For purposes of determining whether a Change in
Control has occurred, Company shall mean only CytoSorbents.


 


“Compensation Committee” means
the Compensation Committee of the Board.


 


“ Dividend Equivalent
 ” means a right, granted to a Participant, to receive cash, Common Stock, stock Units or other property equal in value to
dividends paid with respect to a specified number of shares of Common Stock.


 


“ Effective Date ”
means the date on which adoption of the Plan is approved by the stockholders of CytoSorbents.


 


“ Eligible Individuals
 ” means (i) officers and employees of, and other individuals, including non-employee directors, who are natural persons
providing bona fide services to or for, CytoSorbents or any of its Subsidiaries, provided that such services are not in
connection with the offer or sale of securities in a capital-raising transaction and do not directly or indirectly promote or maintain
a market for CytoSorbents’s securities, and (ii) prospective officers, employees and service providers who have accepted
offers of employment or other service relationship from CytoSorbents or a Subsidiary.


 


“ Exchange Act ”
means the Securities Exchange Act of 1934, as amended from time to time, and any successor thereto. Reference to any specific section
of the Exchange Act shall be deemed to include such regulations and guidance issued thereunder, as well as any successor section,
regulations and guidance.


 


“Fair Market Value
 ” means, on a per share basis as of any date, unless otherwise determined by the Administrator:


 


(i) if the principal market for
the Common Stock (as determined by the Administrator if the Common Stock is listed or admitted to trading on more than one exchange
or market) is a national securities exchange or an established securities market, the official closing price per share of Common
Stock for the regular market session on that date on the principal exchange or market on which the Common Stock is then listed
or admitted to trading or, if no sale is reported for that date, on the last preceding day on which a sale was reported, all as
reported by such source as the Administrator may select;


 


(ii) if the principal market for
the Common Stock is not a national securities exchange or an established securities market, but the Common Stock is quoted by a
national quotation system, the average of the highest bid and lowest asked prices for the Common Stock on that date as reported
on a national quotation system or, if no prices are reported for that date, on the last preceding day on which prices were reported,
all as reported by such source as the Administrator may select; or


 




    	 	20	 



     


    

 


(iii) if the Common Stock is neither
listed or admitted to trading on a national securities exchange or an established securities market, nor quoted by a national quotation
system, the value determined by the Administrator in good faith by the reasonable application of a reasonable valuation method,
which method may, but need not, include taking into account an appraisal of the fair market value of the Common Stock conducted
by a nationally recognized appraisal firm selected by the Administrator.


 


Notwithstanding the preceding, for
foreign, federal, state and local income tax reporting purposes and for such other purposes as the Administrator deems appropriate,
the Fair Market Value shall be determined by the Administrator in accordance with uniform and nondiscriminatory standards adopted
by it from time to time.


 


“ Full Value Award
 ” means an Award that results in CytoSorbents transferring the full value of a share of Common Stock under the Award, whether
or not an actual share of stock is issued. Full Value Awards shall include, but are not limited to, stock awards, stock units,
Performance Shares, Performance Units that are payable in Common Stock, and Other Stock-Based Awards for which CytoSorbents transfers
the full value of a share of Common Stock under the Award, but shall not include Dividend Equivalents.


 


“ Incentive Stock Option
 ” means any stock option that is designated, in the applicable Award Agreement or the resolutions of the Administrator under
which the stock option is granted, as an “incentive stock option” within the meaning of Section 422 of the Code
and otherwise meets the requirements to be an “incentive stock option” set forth in Section 422 of the Code.


 


“ Nonqualified Option ” means
any stock option that is not an Incentive Stock Option.


 


“ Other Stock-Based Award
 ” means an Award of Common Stock or any other Award that is valued in whole or in part by reference to, or is otherwise based
upon, shares of Common Stock, including without limitation Dividend Equivalents and convertible debentures.


 


“ Participant ”
means an Eligible Individual to whom one or more Awards are or have been granted pursuant to the Plan and have not been fully settled
or cancelled and, following the death of any such person, his successors, heirs, executors and administrators, as the case may
be.


 


“ Performance Award
 ” means a Full Value Award, the grant, vesting, lapse of restrictions or settlement of which is conditioned upon the achievement
of performance objectives over a specified Performance Period and includes, without limitation, Performance Shares and Performance
Units.


 


“ Performance Goals
 ” means the performance goals established by the Administrator in connection with the grant of Awards based on Performance
Metrics or other performance criteria selected by the Administrator; provided , however , that in the case of Qualified
Performance-Based Awards, such performance goals shall be based on the attainment of specified levels of one or more Performance
Metrics.


 


“ Performance Period
 ” means that period established by the Administrator during which any Performance Goals specified by the Administrator with
respect to such Award are to be measured.


 


“ Performance Metrics
 ” means criteria established by the Administrator relating to any of the following, as it may apply to an individual, one
or more business units, divisions, or Affiliates, or on a company-wide basis, and in absolute terms, relative to a base period,
or relative to the performance of one or more comparable companies, peer groups, or an index covering multiple companies:


 


(i) Earnings or Profitability
Metrics : any derivative of revenue; earnings/loss (gross, operating, net, or adjusted); earnings/loss before interest and
taxes (“EBIT”); earnings/loss before interest, taxes, depreciation and amortization (“EBITDA”); profit
margins; operating margins; expense levels or ratios; provided that any of the foregoing metrics may be adjusted to eliminate
the effect of any one or more of the following: interest expense, asset impairments or investment losses, early extinguishment
of debt or stock-based compensation expense;


 


(ii) Return Metrics : any
derivative of return on investment, assets, equity or capital (total or invested);


 


(iii) Investment Metrics:
relative risk-adjusted investment performance; investment performance of assets under management;


 




    	 	21	 



     


    

 


(iv) Cash Flow Metrics :
any derivative of operating cash flow; cash flow sufficient to achieve financial ratios or a specified cash balance; free cash
flow; cash flow return on capital; net cash provided by operating activities; cash flow per share; working capital;


 


(v) Liquidity Metrics : any
derivative of debt leverage (including debt to capital, net debt-to-capital, debt-to-EBITDA or other liquidity ratios);


 


(vi) Stock Price and Equity Metrics
: any derivative of return on stockholders’ equity; total stockholder return; stock price; stock price appreciation; market
capitalization; earnings/loss per share (basic or diluted) (before or after taxes); and/or


 


(vii) Strategic Metrics:
metrics including, but not limited to, product research and development; completion of an identified special project; clinical
trials; regulatory filings or approvals; patent application or issuance; manufacturing or process development; sales or net sales;
market share; market penetration; economic value added; customer service; customer satisfaction; inventory control; balance of
cash, cash equivalents and marketable securities; growth in assets; key hires; employee satisfaction; employee retention; business
expansion; acquisitions, divestitures, joint ventures; capital or fund raising to support operations; government grants; license
arrangements; collaboration or customer agreements or arrangements; legal compliance or safety and risk reduction; or such other
measures as determined by the Administrator consistent with these performance measures.


 


“Performance Shares
 ” means a grant of stock or stock Units the issuance, vesting or payment of which is contingent on performance as measured
against predetermined objectives over a specified Performance Period.


 


“ Performance Units
 ” means a grant of dollar-denominated Units the value, vesting or payment of which is contingent on performance against predetermined
objectives over a specified Performance Period.


 


“ Plan ” means
this Amended and Restated CytoSorbents Corporation 2014 Long-Term Incentive Plan, as set forth herein and as it may be amended
from time to time.


 


“ Qualified Performance-Based
Award ” means an Award intended to qualify for the Section 162(m) Exemption, as provided in Section 7(j).


 


“ Restricted Stock
 ” means an Award of shares of Common Stock to a Participant that may be subject to certain transferability and other restrictions
and to a risk of forfeiture (including by reason of not satisfying certain Performance Goals).


 


“ Restricted Stock Unit
 ” means a right granted to a Participant to receive shares of Common Stock or cash at the end of a specified deferral period,
which right may be conditioned on the satisfaction of certain requirements (including the satisfaction of certain Performance Goals).


 


“ Restriction Period
 ” means, with respect to Full Value Awards, the period commencing on the date of grant of such Award to which vesting or
transferability and other restrictions and a risk of forfeiture apply and ending upon the expiration of the applicable vesting
conditions, transferability and other restrictions and lapse of risk of forfeiture and/or the achievement of the applicable Performance
Goals (it being understood that the Administrator may provide that vesting shall occur and/or restrictions shall lapse with respect
to portions of the applicable Award during the Restriction Period.


 


“ Section 162(m) Exemption
 ” means the exemption from the limitation on deductibility imposed by Section 162(m) of the Code that is set forth in
Section 162(m)(4)(C) of the Code subject to any changes to or applicability of such section as set forth in applicable law,
regulations, and guidance.


 


“ Subsidiary ”
means any corporation or other entity in an unbroken chain of corporations or other entities beginning with CytoSorbents if each
of the corporations or other entities, or group of commonly controlled corporations or other entities, other than the last corporation
or other entity in the unbroken chain then owns stock or other equity interests possessing 50% or more of the total combined voting
power of all classes of stock or other equity interests in one of the other corporations or other entities in such chain or otherwise
has the power to direct the management and policies of the entity by contract or by means of appointing a majority of the members
of the board or other body that controls the affairs of the entity; provided, however, that solely for purposes of determining
whether a Participant has a Termination of Service that is a “separation from service” within the meaning of Section 409A
of the Code or whether an Eligible Individual is eligible to be granted an Award that in the hands of such Eligible Individual
would constitute a “nonqualified deferred compensation plan” within the meaning of Section 409A of the Code, a
 “Subsidiary” of a corporation or other entity means all other entities with which such corporation or other entity
would be considered a single employer under Sections 414(b) or 414(c) of the Code.


 




    	 	22	 



     


    

 


“ Tax Withholding Obligation
 ” means any federal, state, local or foreign (non-United States) income, employment or other tax or social insurance contribution
required by applicable law to be withheld in respect of Awards.


 


“ Termination of Service
 ” means the termination of the Participant’s employment or consultancy with, or performance of services for, CytoSorbents
and its Subsidiaries. Temporary absences from employment because of illness, vacation or leave of absence and transfers among CytoSorbents
and its Subsidiaries shall not be considered Terminations of Service. With respect to any Award that constitutes a “nonqualified
deferred compensation plan” within the meaning of Section 409A of the Code, “Termination of Service” shall
mean a “separation from service” as defined under Section 409A of the Code to the extent required by Section 409A
of the Code to avoid the imposition of any tax or interest or the inclusion of any amount in income pursuant to Section 409A
of the Code. A Participant has a separation from service within the meaning of Section 409A of the Code if the Participant
terminates employment with CytoSorbents and all Subsidiaries for any reason. A Participant will generally be treated as having
terminated employment with CytoSorbents and all Subsidiaries as of a certain date if the Participant and the entity that employs
the Participant reasonably anticipate that the Participant will perform no further services for CytoSorbents or any Subsidiary
after such date or that the level of bona fide services that the Participant will perform after such date (whether as an employee
or an independent contractor) will permanently decrease to no more than 20 percent (20%) of the average level of bona fide
services performed (whether as an employee or an independent contractor) over the immediately preceding 36-month period (or the
full period of services if the Participant has been providing services for fewer than 36 months); provided, however,
that the employment relationship is treated as continuing while the Participant is on military leave, sick leave or other bona
fide leave of absence if the period of leave does not exceed six months or, if longer, so long as the Participant retains
the right to reemployment with CytoSorbents or any Subsidiary.


 


“ Total and Permanent Disability
 ” means, with respect to a Participant, except as otherwise provided in the relevant Award Agreement, that a Participant
is (i) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment
that can be expected to last until the Participant’s death or result in death, or (ii) determined to be totally disabled
by the Social Security Administration or other governmental or quasi-governmental body that administers a comparable social insurance
program outside of the United States in which the Participant participates and which conditions the right to receive benefits under
such program on the Participant being unable to engage in any substantial gainful activity by reason of any medically determinable
physical or mental impairment that can be expected to last until the Participant’s death or result in death. The Administrator
shall have sole authority to determine whether a Participant has suffered a Total and Permanent Disability and may require such
medical or other evidence as it deems necessary to judge the nature and permanency of the Participant’s condition.


 


“ Unit ” means
a bookkeeping entry used by CytoSorbents to record and account for the grant of the following types of Awards until such time as
the Award is paid, cancelled, forfeited or terminated, as the case may be: stock units, Restricted Stock Units, Performance
Units, and Performance Shares that are expressed in terms of units of Common Stock.


 


{end of document}


 




    	 	23