Threshold
Pharmaceuticals, Inc.


2014
Equity Incentive Plan


 


Adopted
by the Board of Directors: March 20, 2014


Approved
by the Stockholders: May 16, 2014


 


		1.	General.



 


(a)          Eligible
Award Recipients. Employees, Directors and Consultants are eligible to receive Awards.


 


(b)          Available
Awards. The Plan provides for the grant of the following types of Awards: (i) Incentive
Stock Options; (ii) Nonstatutory Stock Options; (iii) Stock Appreciation Rights; (iv) Restricted Stock Awards; (v) Restricted
Stock Unit Awards; (vi) Performance Stock Awards; (vii) Performance Cash Awards; and (viii) Other Stock Awards.


 


(c)          Purpose.
The Plan, through the granting of Awards, is intended to help the Company secure and
retain the services of eligible award recipients, provide incentives for such persons to exert maximum efforts for the success
of the Company and any Affiliate and provide a means by which the eligible recipients may benefit from increases in value of the
Common Stock.


 


		2.	Administration.



 


(a)          Administration
by Board. The Board will administer the Plan. The Board may delegate administration of
the Plan to a Committee or Committees, as provided in Section 2(c).


 


(b)          Powers
of Board. The Board will have the power, subject to, and within the limitations of, the
express provisions of the Plan:


 


(i)          To
determine: (A) who will be granted Awards; (B) when and how each Award will be granted; (C) what type of Award will be granted;
(D) the provisions of each Award (which need not be identical), including when a person will be permitted to exercise or otherwise
receive cash or Common Stock under the Award; (E) the number of shares of Common Stock subject to, or the cash value of, an Award;
and (F) the Fair Market Value applicable to a Stock Award.


 


(ii)         To
construe and interpret the Plan and Awards granted under it, and to establish, amend and revoke rules and regulations for administration
of the Plan and Awards. The Board, in the exercise of these powers, may correct any defect, omission or inconsistency in the Plan
or in any Award Agreement, in a manner and to the extent it will deem necessary or expedient to make the Plan or Award fully effective.


 


(iii)        To
settle all controversies regarding the Plan and Awards granted under it.


 


(iv)        To
accelerate, in whole or in part, the time at which an Award may be exercised or vest (or at which cash or shares of Common Stock
may be issued). 


 


(v)         To
suspend or terminate the Plan at any time. Except as otherwise provided in the Plan (including Section 2(b)(viii) below) or an
Award Agreement, suspension or termination of the Plan will not impair a Participant’s rights under his or her then-outstanding
Award without his or her written consent.


 




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(vi)        To
amend the Plan in any respect the Board deems necessary or advisable, including, without limitation, by adopting amendments relating
to Incentive Stock Options and certain nonqualified deferred compensation under Section 409A of the Code and/or to make the Plan
or Awards granted under the Plan compliant with the requirements for Incentive Stock Options or exempt from or compliant with
the requirements for nonqualified deferred compensation under Section 409A of the Code, subject to the limitations, if any, of
applicable law. However, if required by applicable law or listing requirements, and except as provided in Section 9(a) relating
to Capitalization Adjustments, the Company will seek stockholder approval of any amendment of the Plan that (A) materially
increases the number of shares of Common Stock available for issuance under the Plan, (B) materially expands the class of
individuals eligible to receive Awards under the Plan, (C) materially increases the benefits accruing to Participants under
the Plan, (D) materially reduces the price at which shares of Common Stock may be issued or purchased under the Plan, (E) materially
extends the term of the Plan, or (F) materially expands the types of Awards available for issuance under the Plan. Except
as otherwise provided in the Plan (including Section 2(b)(viii) below) or an Award Agreement, no amendment of the Plan will impair
a Participant’s rights under an outstanding Award without the Participant’s written consent. 


 


(vii)       To
submit any amendment to the Plan for stockholder approval, including, but not limited to, amendments to the Plan intended to satisfy
the requirements of (A) Section 162(m) of the Code regarding the exclusion of performance-based compensation from the limit on
corporate deductibility of compensation paid to Covered Employees, (B) Section 422 of the Code regarding incentive stock options
or (C) Rule 16b-3.


 


(viii)      To
approve forms of Award Agreements for use under the Plan and to amend the terms of any one or more Awards, including, but not
limited to, amendments to provide terms more favorable to the Participant than previously provided in the Award Agreement, subject
to any specified limits in the Plan that are not subject to Board discretion; provided, however, that a Participant’s
rights under any Award will not be impaired by any such amendment unless (A) the Company requests the consent of the affected
Participant, and (B) such Participant consents in writing. 


 


Notwithstanding
the foregoing or anything in the Plan to the contrary, (1) a Participant’s rights will not be deemed to have been impaired
by any amendment of an Award or the Plan, or by any suspension or termination of the Plan, if the Board, in its sole discretion,
determines that the amendment, suspension or termination, taken as a whole, (A) does not materially impair the Participant’s
rights, or (B) in connection with any transaction or event described in Section 9, is in the best interests of the Company or
its stockholders, and (2) subject to the limitations of applicable law, if any, the Board may amend the terms of any Award or
the Plan, or may suspend or terminate the Plan, without the affected Participant’s consent (A) to maintain the qualified
status of the Award as an Incentive Stock Option under Section 422 of the Code; (B) to change the terms of an Incentive Stock
Option, if such change results in impairment of the Award solely because it impairs the qualified status of the Award as an Incentive
Stock Option under Section 422 of the Code; (C) to clarify the manner of exemption from, or to bring the Award into compliance
with, Section 409A of the Code; (D) to comply with other applicable laws or listing requirements; or (E) to meet the requirements
of any accounting standard or to avoid any adverse accounting treatment. The Board may, but need not, take the tax or accounting
consequences to affected Participants into consideration in acting under the preceding sentence.


 


(ix)         Generally,
to exercise such powers and to perform such acts as the Board deems necessary or expedient to promote the best interests of the
Company and that are not in conflict with the provisions of the Plan or Awards.


 


(x)          To
adopt such procedures and sub-plans as are necessary or appropriate to permit participation in the Plan by Employees, Directors
or Consultants who are foreign nationals or employed outside the United States (provided that Board approval will not be necessary
for immaterial modifications to the Plan or any Award Agreement that are required for compliance with the laws of the relevant
foreign jurisdiction).


 


(c)          Delegation
to Committee.


 


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


 




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


 


(d)          Delegation
to an Officer. The Board may delegate to one (1) or more Officers the authority to do
one or both of the following: (i) designate Employees who are not Officers to be recipients of Options and SARs (and, to the extent
permitted by applicable law, other Stock Awards) and, to the extent permitted by applicable law, the terms of such Awards; and
(ii) determine the number of shares of Common Stock to be subject to such Stock Awards granted to such Employees; provided,
however, that the Board resolutions regarding such delegation will specify the total number of shares of Common Stock that
may be subject to the Stock Awards granted by such Officer and that such Officer may not grant a Stock Award to himself or herself.
Any such Stock Awards will be granted on the form of Award Agreement most recently approved for use by the Committee or the Board,
unless otherwise provided in the resolutions approving the delegation authority. The Board may not delegate authority to an Officer
who is acting solely in the capacity of an Officer (and not also as a Director) to determine the Fair Market Value pursuant to
Section 13(v)(iv) below.


 


(e)          Effect
of Board’s Decision. All determinations, interpretations and constructions made
by the Board in good faith will not be subject to review by any person and will be final, binding and conclusive on all persons.


 


(f)          Cancellation
and Re-Grant of Stock Awards. Neither the Board nor any Committee will have the authority
to (i) reduce the exercise, purchase or strike price of any outstanding Option or SAR under the Plan, or (ii) cancel any outstanding
Option or SAR that has an exercise price or strike price greater than the then-current Fair Market Value of the Common Stock in
exchange for cash or other Stock Awards under the Plan, unless the stockholders of the Company have approved such an action within
twelve (12) months prior to such an event.


 


		3.	Shares
                                         Subject to the Plan.



 


(a)          Share
Reserve. 


 


(i)          Subject
to Section 9(a) relating to Capitalization Adjustments, the aggregate number of shares of Common Stock that may be issued pursuant
to Stock Awards from and after the Effective Date will not exceed (A) 6,000,000 shares plus (B) the Prior Plan Returning Shares
(as defined below), if any, which become available for grant under this Plan from time to time (such aggregate number of shares
described in (A) and (B) above, the “Share Reserve”).


 


For
purposes of this Plan, “Prior Plan Returning Shares” means any shares subject to outstanding stock awards
granted under the 2004 Amended and Restated Equity Incentive Plan of Threshold Pharmaceuticals, Inc. or the Threshold Pharmaceuticals,
Inc. 2001 Equity Incentive Plan (each, a “Prior Plan”) that, from and after 12:01 a.m. Pacific time
on the Effective Date, (i) expire or terminate for any reason prior to exercise or settlement, (ii) are forfeited, cancelled or
otherwise returned to the Company because of the failure to meet a contingency or condition required for the vesting of such shares,
or (iii) other than with respect to outstanding options and stock appreciation rights granted under a Prior Plan with respect
to which the exercise or strike price is at least one hundred percent (100%) of the Fair Market Value of the Common Stock subject
to the option or stock appreciation right on the date of grant (the “Prior Plan Appreciation Awards”),
are reacquired or withheld (or not issued) by the Company to satisfy a tax withholding obligation in connection with a stock award.
Any such shares will immediately be added to the Share Reserve as and when such shares become Prior Plan Returning Shares and
become available for issuance pursuant to Awards granted hereunder.


 




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


 


(iii)        Subject
to Section 3(b), the number of shares of Common Stock available for issuance under the Plan will be reduced by: (A) one (1) share
for each share of Common Stock issued pursuant to an Option or SAR with respect to which the exercise or strike price is at least
one hundred percent (100%) of the Fair Market Value of the Common Stock subject to the Option or SAR on the date of grant; and
(B) 1.2 shares for each share of Common Stock issued pursuant to a Full Value Award. 


 


(b)          Reversion
of Shares to the Share Reserve. 


 


(i)          Shares
Available For Subsequent Issuance. If (A) any shares of Common Stock subject to a Stock
Award are not issued because such Stock Award or any portion thereof expires or otherwise terminates without all of the shares
covered by such Stock Award having been issued or is settled in cash (i.e., the Participant receives cash rather than stock),
(B) any shares of Common Stock issued pursuant to a Stock Award are forfeited back to or repurchased by the Company because of
the failure to meet a contingency or condition required for the vesting of such shares, or (C) with respect to a Full Value Award,
any shares of Common Stock are reacquired or withheld (or not issued) by the Company to satisfy a tax withholding obligation in
connection with such Full Value Award, such shares will again become available for issuance under the Plan (collectively, the
“2014 Plan Returning Shares”). For each (1) 2014 Plan Returning Share subject to a Full Value Award
or (2) Prior Plan Returning Share subject to a stock award other than a Prior Plan Appreciation Award, the number of shares of
Common Stock available for issuance under the Plan will increase by 1.2 shares.


 


(ii)         Shares
Not Available For Subsequent Issuance. Any shares of Common Stock reacquired or withheld
(or not issued) by the Company to satisfy the exercise or purchase price of a Stock Award will no longer be available for issuance
under the Plan, including any shares subject to a Stock Award that are not delivered to a Participant because such Stock Award
is exercised through a reduction of shares subject to such Stock Award (i.e., “net exercised”). In addition,
any shares reacquired or withheld (or not issued) by the Company to satisfy a tax withholding obligation in connection with an
Option or Stock Appreciation Right or a Prior Plan Appreciation Award, or any shares repurchased by the Company on the open market
with the proceeds of the exercise or strike price of an Option or Stock Appreciation Right or a Prior Plan Appreciation Award
will no longer be available for issuance under the Plan. 


 


(c)          Incentive
Stock Option Limit. Subject to the Share Reserve and Section 9(a) relating to Capitalization
Adjustments, the aggregate maximum number of shares of Common Stock that may be issued pursuant to the exercise of Incentive Stock
Options will be 37,500,000 shares of Common Stock.


 


(d)          Section
162(m) Limitations. Subject to the Share Reserve and Section 9(a) relating to Capitalization
Adjustments, at such time as the Company may be subject to the applicable provisions of Section 162(m) of the Code, the following
limitations will apply.


 


(i)          A
maximum of 3,000,000 shares of Common Stock subject to Options, SARs and Other Stock Awards whose value is determined by
reference to an increase over an exercise or strike price of at least one hundred percent (100%) of the Fair Market Value
on the date any such Stock Award is granted may be granted to any one Participant during any one calendar year. Notwithstanding
the foregoing, if any additional Options, SARs or Other Stock Awards whose value is determined by reference to an increase over
an exercise or strike price of at least one hundred percent (100%) of the Fair Market Value on the date the Stock Award is granted
are granted to any Participant during any calendar year, compensation attributable to the exercise of such additional Stock Awards
will not satisfy the requirements to be considered “qualified performance-based compensation” under Section 162(m)
of the Code unless such additional Stock Award is approved by the Company’s stockholders.


 




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(ii)         A
maximum of 3,000,000 shares of Common Stock subject to Performance Stock Awards may be granted to any one Participant during any
one calendar year (whether the grant, vesting or exercise is contingent upon the attainment during the Performance Period of the
Performance Goals).


 


(iii)        A
maximum of $5,000,000 may be granted as a Performance Cash Award to any one Participant during any one calendar year. 


 


(e)          Source
of Shares. The stock issuable under the Plan will be shares of authorized but unissued
or reacquired Common Stock, including shares repurchased by the Company on the open market or otherwise.


 


		4.	Eligibility.



 


(a)          Eligibility
for Specific Stock Awards. Incentive Stock Options may be granted only to employees of
the Company or a “parent corporation” or “subsidiary corporation” thereof (as such terms are defined in
Sections 424(e) and 424(f) of the Code). Stock Awards other than Incentive Stock Options may be granted to Employees, Directors
and Consultants; provided, however, that Stock Awards may not be granted to Employees, Directors and Consultants who are
providing Continuous Service only to any “parent” of the Company, as such term is defined in Rule 405, unless (i)
the stock underlying such Stock Awards is treated as “service recipient stock” under Section 409A of the Code (for
example, because the Stock Awards are granted pursuant to a corporate transaction such as a spin off transaction) or (ii) the
Company, in consultation with its legal counsel, has determined that such Stock Awards are otherwise exempt from or alternatively
comply with the distribution requirements of Section 409A of the Code.


 


(b)          Ten
Percent Stockholders. A Ten Percent Stockholder will not be granted an Incentive Stock
Option unless the exercise price of such Option is at least one hundred ten percent (110%) of the Fair Market Value on the date
of grant and the Option is not exercisable after the expiration of five (5) years from the date of grant.


 


		5.	Provisions
                                         Relating to Options and Stock Appreciation Rights.



 


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


 


(a)          Term.
Subject to the provisions of Section 4(b) regarding Ten Percent Stockholders, no Option
or SAR will be exercisable after the expiration of ten (10) years from the date of its grant or such shorter period specified
in the Award Agreement.


 


(b)          Exercise
Price. Subject to the provisions of Section 4(b) regarding Ten Percent Stockholders,
the exercise or strike price of each Option or SAR will be not less than one hundred percent (100%) of the Fair Market Value of
the Common Stock subject to the Option or SAR on the date the Award is granted. Notwithstanding the foregoing, an Option or SAR
may be granted with an exercise or strike price lower than one hundred percent (100%) of the Fair Market Value of the Common Stock
subject to the Award if such Award is granted pursuant to an assumption of or substitution for another option or stock appreciation
right pursuant to a Corporate Transaction and in a manner consistent with the provisions of Section 409A of the Code and, if applicable,
Section 424(a) of the Code. Each SAR will be denominated in shares of Common Stock equivalents.


 




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(c)          Purchase
Price for Options. The purchase price of Common Stock acquired pursuant to the exercise
of an Option may be paid, to the extent permitted by applicable law and as determined by the Board in its sole discretion, by
any combination of the methods of payment set forth below. The Board will have the authority to grant Options that do not permit
all of the following methods of payment (or that otherwise restrict the ability to use certain methods) and to grant Options that
require the consent of the Company to use a particular method of payment. The permitted methods of payment are as follows:


 


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


 


(ii)         pursuant
to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance of the stock
subject to the Option, results in either the receipt of cash (or check) by the Company or the receipt of irrevocable instructions
to pay the aggregate exercise price to the Company from the sales proceeds;


 


(iii)        by
delivery to the Company (either by actual delivery or attestation) of shares of Common Stock;


 


(iv)        if
an Option is a Nonstatutory Stock Option, by a “net exercise” arrangement pursuant to which the Company will reduce
the number of shares of Common Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that
does not exceed the aggregate exercise price; provided, however, that the Company will accept a cash or other payment from
the Participant to the extent of any remaining balance of the aggregate exercise price not satisfied by such reduction in the
number of whole shares to be issued. Shares of Common Stock will no longer be subject to an Option and will not be exercisable
thereafter to the extent that (A) shares issuable upon exercise are used to pay the exercise price pursuant to the “net
exercise,” (B) shares are delivered to the Participant as a result of such exercise, and (C) shares are withheld to satisfy
tax withholding obligations; or


 


(v)         in
any other form of legal consideration that may be acceptable to the Board and specified in the applicable Award Agreement.


 


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


 


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


 


(i)          Restrictions
on Transfer. An Option or SAR will not be transferable except by will or by the laws
of descent and distribution (and pursuant to Sections 5(e)(ii) and 5(e)(iii) below), and will be exercisable during the lifetime
of the Participant only by the Participant. The Board may permit transfer of the Option or SAR in a manner that is not prohibited
by applicable tax and securities laws. Except as explicitly provided in the Plan, neither an Option nor a SAR may be transferred
for consideration. 


 




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(ii)         Domestic
Relations Orders. Subject to the approval of the Board or a duly authorized Officer,
an Option or SAR may be transferred pursuant to the terms of a domestic relations order, official marital settlement agreement
or other divorce or separation instrument as permitted by Treasury Regulations Section 1.421-1(b)(2). If an Option is an Incentive
Stock Option, such Option may be deemed to be a Nonstatutory Stock Option as a result of such transfer. 


 


(iii)        Beneficiary
Designation. Subject to the approval of the Board or a duly authorized Officer, a Participant
may, by delivering written notice to the Company, in a form approved by the Company (or the designated broker), designate a third
party who, upon the death of the Participant, will thereafter be entitled to exercise the Option or SAR and receive the Common
Stock or other consideration resulting from such exercise. In the absence of such a designation, upon the death of the Participant,
the executor or administrator of the Participant’s estate will be entitled to exercise the Option or SAR and receive the
Common Stock or other consideration resulting from such exercise. However, the Company may prohibit designation of a beneficiary
at any time, including due to any conclusion by the Company that such designation would be inconsistent with the provisions of
applicable laws.


 


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


 


(g)          Termination
of Continuous Service. Except as otherwise provided in the applicable Award Agreement
or other agreement between the Participant and the Company or an Affiliate, if a Participant’s Continuous Service terminates
(other than due to the Participant’s death or Disability and other than for Cause), the Participant may exercise his or
her Option or SAR (to the extent that the Participant was entitled to exercise such Option or SAR as of the date of termination
of Continuous Service), but only within such period of time ending on the earlier of (i) the date three (3) months following such
termination of Continuous Service (or such longer or shorter period specified in the Award Agreement), and (ii) the expiration
of the term of the Option or SAR as set forth in the Award Agreement. If, after termination of Continuous Service, the Participant
does not exercise his or her Option or SAR (as applicable) within the applicable time frame, the Option or SAR (as applicable)
will terminate.


 


(h)          Extension
of Termination Date. Except as otherwise provided in the applicable Award Agreement or
other agreement between the Participant and the Company or an Affiliate, if the exercise of an Option or SAR following
the termination of the Participant’s Continuous Service (other than due to the Participant’s death or Disability and
other than for Cause) would be prohibited at any time solely because the issuance of shares of Common Stock would violate the
registration requirements under the Securities Act, then the Option or SAR will terminate on the earlier of (i) the expiration
of a total period of time (that need not be consecutive) equal to the applicable post-termination exercise period after the termination
of the Participant’s Continuous Service during which the exercise of the Option or SAR would not be in violation of such
registration requirements, or (ii) the expiration of the term of the Option or SAR as set forth in the applicable Award Agreement.
In addition, unless otherwise provided in a Participant’s Award Agreement, if the sale of any Common Stock received upon
exercise of an Option or SAR following the termination of the Participant’s Continuous Service (other than for Cause) would
violate the Company’s insider trading policy, then the Option or SAR will terminate on the earlier of (i) the expiration
of a period of time (that need not be consecutive) equal to the applicable post-termination exercise period after the termination
of the Participant’s Continuous Service during which the sale of the Common Stock received upon exercise of the Option or
SAR would not be in violation of the Company’s insider trading policy, or (ii) the expiration of the term of the Option
or SAR as set forth in the applicable Award Agreement.


 




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(i)          Disability
of Participant. Except as otherwise provided in the applicable Award Agreement or other
agreement between the Participant and the Company or an Affiliate, if a Participant’s Continuous Service terminates as a
result of the Participant’s Disability, the Participant may exercise his or her Option or SAR (to the extent that the Participant
was entitled to exercise such Option or SAR as of the date of termination of Continuous Service), but only within such period
of time ending on the earlier of (i) the date twelve (12) months following such termination of Continuous Service (or such longer
or shorter period specified in the Award Agreement), and (ii) the expiration of the term of the Option or SAR as set forth
in the Award Agreement. If, after termination of Continuous Service, the Participant does not exercise his or her Option or SAR
(as applicable) within the applicable time frame, the Option or SAR (as applicable) will terminate.


 


(j)          Death
of Participant. Except as otherwise provided in the applicable Award Agreement or other
agreement between the Participant and the Company or an Affiliate, if (i) a Participant’s Continuous Service terminates
as a result of the Participant’s death, or (ii) the Participant dies within the period (if any) specified in the Award Agreement
for exercisability after the termination of the Participant’s Continuous Service (for a reason other than death), then the
Participant’s Option or SAR may be exercised (to the extent that the Participant was entitled to exercise such Option or
SAR as of the date of death) by the Participant’s estate, by a person who acquired the right to exercise the Option or SAR
by bequest or inheritance or by a person designated to exercise the Option or SAR upon the Participant’s death, but only
within such period of time ending on the earlier of (i) the date eighteen (18) months following the date of death (or such longer
or shorter period specified in the Award Agreement), and (ii) the expiration of the term of the Option or SAR as set forth in
the Award Agreement. If, after the Participant’s death, the Option or SAR (as applicable) is not exercised within the applicable
time frame, the Option or SAR (as applicable) will terminate.


 


(k)          Termination
for Cause. Except as explicitly provided otherwise in a Participant’s Award Agreement
or other individual written agreement between the Participant and the Company or an Affiliate, if a Participant’s Continuous
Service is terminated for Cause, the Participant’s Option or SAR will terminate immediately upon such termination of Continuous
Service, and the Participant will be prohibited from exercising his or her Option or SAR from and after the time of such termination
of Continuous Service.


 


(l)          Leaves
of Absence. Except as otherwise provided in the applicable Award Agreement or other agreement
between the Participant and the Company or an Affiliate, in the event of a Participant’s leave of absence (other than a
personal or medical leave of absence approved by an authorized representative of the Company with employment guaranteed upon return),
the Participant may exercise his or her Option or SAR (to the extent that the Participant was entitled to exercise such Option
or SAR as of the beginning of such leave of absence), but only within such period of time ending on the earlier of (i) the date
three (3) months following the beginning of such leave of absence (or such longer or shorter period specified in the Award Agreement),
and (ii) the expiration of the term of the Option or SAR as set forth in the Award Agreement. If, upon such a leave of absence,
the Participant does not exercise his or her Option or SAR (as applicable) within the applicable time frame, the Option or SAR
(as applicable) will terminate.


 


(m)          Non-Exempt
Employees. If an Option or SAR is granted to an Employee who is a non-exempt employee
for purposes of the Fair Labor Standards Act of 1938, as amended, the Option or SAR will not be first exercisable for any shares
of Common Stock until at least six (6) months following the date of grant of the Option or SAR (although the Award may vest
prior to such date). Consistent with the provisions of the Worker Economic Opportunity Act, (i) if such non-exempt employee dies
or suffers a Disability, (ii) upon a Corporate Transaction in which such Option or SAR is not assumed, continued, or substituted,
(iii) upon a Change in Control, or (iv) upon the Participant’s retirement (as such term may be defined in the Participant’s
Award Agreement, in another agreement between the Participant and the Company or an Affiliate, or, if no such definition, in accordance
with the Company’s then current employment policies and guidelines), the vested portion of any Options and SARs may be exercised
earlier than six (6) months following the date of grant. The foregoing provision is intended to operate so that any income
derived by a non-exempt employee in connection with the exercise or vesting of an Option or SAR will be exempt from his or her
regular rate of pay. To the extent permitted and/or required for compliance with the Worker Economic Opportunity Act to ensure
that any income derived by a non-exempt employee in connection with the exercise, vesting or issuance of any shares under any
other Stock Award will be exempt from the employee’s regular rate of pay, the provisions of this Section 5(m) will apply
to all Stock Awards and are hereby incorporated by reference into such Stock Award Agreements.


 




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		6.	Provisions
                                         of Stock Awards Other than Options and SARs.



 


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


 


(i)          Consideration.
A Restricted Stock Award may be awarded in consideration for (A) cash, check, bank draft
or money order payable to the Company, (B) past services to the Company or an Affiliate, or (C) any other form of legal consideration
(including future services) that may be acceptable to the Board, in its sole discretion, and permissible under applicable law.


 


(ii)         Vesting.
Shares of Common Stock awarded under the Restricted Stock Award Agreement may be subject
to forfeiture to the Company in accordance with a vesting schedule to be determined by the Board.


 


(iii)        Termination
of Participant’s Continuous Service. If a Participant’s Continuous Service
terminates, the Company may receive through a forfeiture condition or a repurchase right any or all of the shares of Common Stock
held by the Participant as of the date of termination of Continuous Service under the terms of the Restricted Stock Award Agreement.


 


(iv)        Transferability.
Rights to acquire shares of Common Stock under the Restricted Stock Award Agreement will
be transferable by the Participant only upon such terms and conditions as are set forth in the Restricted Stock Award Agreement,
as the Board will determine in its sole discretion, so long as Common Stock awarded under the Restricted Stock Award Agreement
remains subject to the terms of the Restricted Stock Award Agreement.


 


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


 


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


 


(i)          Consideration.
At the time of grant of a Restricted Stock Unit Award, the Board will determine the consideration,
if any, to be paid by the Participant upon delivery of each share of Common Stock subject to the Restricted Stock Unit Award.
The consideration to be paid (if any) by the Participant for each share of Common Stock subject to a Restricted Stock Unit Award
may be paid in any form of legal consideration that may be acceptable to the Board, in its sole discretion, and permissible under
applicable law.


 


(ii)         Vesting.
At the time of the grant of a Restricted Stock Unit Award, the Board may impose such
restrictions on or conditions to the vesting of the Restricted Stock Unit Award as it, in its sole discretion, deems appropriate.


 




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(iii)        Payment.
A Restricted Stock Unit Award may be settled by the delivery of shares of Common Stock,
their cash equivalent, any combination thereof or in any other form of consideration, as determined by the Board and contained
in the Restricted Stock Unit Award Agreement.


 


(iv)        Additional
Restrictions. At the time of the grant of a Restricted Stock Unit Award, the Board, as
it deems appropriate, may impose such restrictions or conditions that delay the delivery of the shares of Common Stock (or their
cash equivalent) subject to a Restricted Stock Unit Award to a time after the vesting of such Restricted Stock Unit Award.


 


(v)         Dividend
Equivalents. Dividend equivalents may be credited in respect of shares of Common Stock
covered by a Restricted Stock Unit Award, as determined by the Board and contained in the Restricted Stock Unit Award Agreement.
At the sole discretion of the Board, such dividend equivalents may be converted into additional shares of Common Stock covered
by the Restricted Stock Unit Award in such manner as determined by the Board. Any additional shares covered by the Restricted
Stock Unit Award credited by reason of such dividend equivalents will be subject to all of the same terms and conditions of the
underlying Restricted Stock Unit Award Agreement to which they relate.


 


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


 


(c)          Performance
Awards.


 


(i)          Performance
Stock Awards. A Performance Stock Award is a Stock Award (covering a number of shares
not in excess of that set forth in Section 3(d)(ii)) that is payable (including that may be granted, vest or be exercised) contingent
upon the attainment during a Performance Period of certain Performance Goals. A Performance Stock Award may, but need not, require
the Participant’s completion of a specified period of Continuous Service. The length of any Performance Period, the Performance
Goals to be achieved during the Performance Period, and the measure of whether and to what degree such Performance Goals have
been attained will be conclusively determined by the Committee (or, if not required for compliance with Section 162(m) of the
Code, the Board or the Committee), in its sole discretion. In addition, to the extent permitted by applicable law and the applicable
Award Agreement, the Board may determine that cash may be used in payment of Performance Stock Awards.


 


(ii)         Performance
Cash Awards. A Performance Cash Award is a cash award (for a dollar value not in excess
of that set forth in Section 3(d)(iii)) that is payable contingent upon the attainment during a Performance Period of certain
Performance Goals. A Performance Cash Award may, but need not, require the Participant’s completion of a specified period
of Continuous Service. The length of any Performance Period, the Performance Goals to be achieved during the Performance Period,
and the measure of whether and to what degree such Performance Goals have been attained will be conclusively determined by the
Committee (or, if not required for compliance with Section 162(m) of the Code, the Board or the Committee), in its sole discretion.
The Board may specify the form of payment of Performance Cash Awards, which may be cash or other property, or may provide for
a Participant to have the option for his or her Performance Cash Award, or such portion thereof as the Board may specify, to be
paid in whole or in part in cash or other property.


 


(iii)        Committee
and Board Discretion. The Committee (or, if not required for compliance with Section
162(m) of the Code, the Board or the Committee) retains the discretion to reduce or eliminate the compensation or economic benefit
due upon the attainment of any Performance Goals and to define the manner of calculating the Performance Criteria it selects to
use for a Performance Period. 


 




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


 


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


 


		7.	Covenants
                                         of the Company.



 


(a)          Availability
of Shares. The Company will keep available at all times the number of shares of Common
Stock reasonably required to satisfy then-outstanding Stock Awards.


 


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


 


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


 


		8.	Miscellaneous.



 


(a)          Use
of Proceeds from Sales of Common Stock. Proceeds from the sale of shares of Common Stock
issued pursuant to Stock Awards will constitute general funds of the Company.


 


(b)          Corporate
Action Constituting Grant of Awards. Corporate action constituting a grant by the Company
of an Award to any Participant will be deemed completed as of the date of such corporate action, unless otherwise determined by
the Board, regardless of when the instrument, certificate or letter evidencing the Award is communicated to, or actually received
or accepted by, the Participant. In the event that the corporate records (e.g., Board consents, resolutions or minutes)
documenting the corporate action constituting the grant contain terms (e.g., exercise price, vesting schedule or number
of shares) that are inconsistent with those in the Award Agreement or related grant documents as a result of a clerical error
in the papering of the Award Agreement or related grant documents, the corporate records will control and the Participant will
have no legally binding right to the incorrect term in the Award Agreement or related grant documents. 


 




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(c)          Stockholder
Rights. No Participant will be deemed to be the holder of, or to have any of the rights
of a holder with respect to, any shares of Common Stock subject to an Award unless and until (i) such Participant has satisfied
all requirements for exercise of, or the issuance of shares of Common Stock under, the Award pursuant to its terms, and (ii) the
issuance of the Common Stock subject to such Award has been entered into the books and records of the Company.


 


(d)          No
Employment or Other Service Rights. Nothing in the Plan, any Award Agreement or any other
instrument executed thereunder or in connection with any Award granted pursuant thereto will confer upon any Participant any right
to continue to serve the Company or an Affiliate in the capacity in effect at the time the Award was granted or will affect the
right of the Company or an Affiliate to terminate (i) the employment of an Employee with or without notice and with or without
cause, (ii) the service of a Consultant pursuant to the terms of such Consultant’s agreement with the Company or an Affiliate,
or (iii) the service of a Director pursuant to the bylaws of the Company or an Affiliate, and any applicable provisions of the
corporate law of the state in which the Company or the Affiliate is incorporated, as the case may be.


 


(e)          Change
in Time Commitment. In the event a Participant’s regular level of time commitment
in the performance of his or her services for the Company or any Affiliate is reduced (for example, and without limitation, if
the Participant is an Employee of the Company and the Employee has a change in status from a full-time Employee to a part-time
Employee) after the date of grant of any Award to the Participant, the Board has the right in its sole discretion to (x) make
a corresponding reduction in the number of shares or cash amount subject to any portion of such Award that is scheduled to vest
or become payable after the date of such change in time commitment, and (y) in lieu of or in combination with such a reduction,
extend the vesting or payment schedule applicable to such Award. In the event of any such reduction, the Participant will have
no right with respect to any portion of the Award that is so reduced or extended.


 


(f)          Incentive
Stock Option Limitations. To the extent that the aggregate Fair Market Value (determined
at the time of grant) of Common Stock with respect to which Incentive Stock Options are exercisable for the first time by any
Optionholder during any calendar year (under all plans of the Company and any Affiliates) exceeds one hundred thousand dollars
($100,000) (or such other limit established in the Code) or otherwise does not comply with the rules governing Incentive Stock
Options, the Options or portions thereof that exceed such limit (according to the order in which they were granted) or otherwise
do not comply with such rules will be treated as Nonstatutory Stock Options, notwithstanding any contrary provision of the applicable
Option Agreement(s).


 


(g)          Investment
Assurances. The Company may require a Participant, as a condition of exercising or acquiring
Common Stock under any Award, (i) to give written assurances satisfactory to the Company as to the Participant’s knowledge
and experience in financial and business matters and/or to employ a purchaser representative reasonably satisfactory to the Company
who is knowledgeable and experienced in financial and business matters and that he or she is capable of evaluating, alone or together
with the purchaser representative, the merits and risks of exercising the Award, and (ii) to give written assurances satisfactory
to the Company stating that the Participant is acquiring Common Stock subject to the Award for the Participant’s own account
and not with any present intention of selling or otherwise distributing the Common Stock. The foregoing requirements, and any
assurances given pursuant to such requirements, will be inoperative if (A) the issuance of the shares upon the exercise or acquisition
of Common Stock under the Stock Award has been registered under a then currently effective registration statement under the Securities
Act, or (B) as to any particular requirement, a determination is made by counsel for the Company that such requirement need not
be met in the circumstances under the then applicable securities laws. The Company may, upon advice of counsel to the Company,
place legends on stock certificates issued under the Plan as such counsel deems necessary or appropriate in order to comply with
applicable securities laws, including, but not limited to, legends restricting the transfer of the Common Stock.


 




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(h)          Withholding
Obligations. Unless prohibited by the terms of an Award Agreement, the Company may, in
its sole discretion, satisfy any federal, state or local tax withholding obligation relating to an Award by any of the following
means or by a combination of such means: (i) causing the Participant to tender a cash payment; (ii) withholding shares of
Common Stock from the shares of Common Stock issued or otherwise issuable to the Participant in connection with the Stock Award;
provided, however, that no shares of Common Stock are withheld with a value exceeding the minimum amount of tax required
to be withheld by law (or such lesser amount as may be necessary to avoid classification of the Stock Award as a liability for
financial accounting purposes); (iii) withholding cash from an Award settled in cash; (iv) withholding payment from any amounts
otherwise payable to the Participant; or (v) by such other method as may be set forth in the Award Agreement.


 


(i)          Electronic
Delivery. Any reference herein to a “written” agreement or document will
include any agreement or document delivered electronically, filed publicly at www.sec.gov (or any successor website thereto) or
posted on the Company’s intranet (or other shared electronic medium controlled by the Company to which the Participant has
access).


 


(j)          Deferrals.
To the extent permitted by applicable law, the Board, in its sole discretion, may determine
that the delivery of Common Stock or the payment of cash, upon the exercise, vesting or settlement of all or a portion of any
Award may be deferred and may establish programs and procedures for deferral elections to be made by Participants. Deferrals by
Participants will be made in accordance with Section 409A of the Code. Consistent with Section 409A of the Code, the Board may
provide for distributions while a Participant is still an employee or otherwise providing services to the Company. The Board is
authorized to make deferrals of Awards and determine when, and in what annual percentages, Participants may receive payments,
including lump sum payments, following the Participant’s termination of Continuous Service, and implement such other terms
and conditions consistent with the provisions of the Plan and in accordance with applicable law.


 


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


 


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


 


		9.	Adjustments
                                         upon Changes in Common Stock; Other Corporate Events.



 


(a)          Capitalization
Adjustments. In the event of a Capitalization Adjustment, the Board will appropriately
and proportionately adjust: (i) the class(es) and maximum number of securities subject to the Plan pursuant to Section 3(a); (ii)
the class(es) and maximum number of securities that may be issued pursuant to the exercise of Incentive Stock Options pursuant
to Section 3(c); (iii) the class(es) and maximum number of securities that may be awarded to any person pursuant to Section 3(d);
and (iv) the class(es) and number of securities and price per share of stock subject to outstanding Stock Awards. The Board will
make such adjustments, and its determination will be final, binding and conclusive.


 




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(b)          Dissolution
or Liquidation. Except as otherwise provided in the Stock Award Agreement, in the event
of a dissolution or liquidation of the Company, all outstanding Stock Awards (other than Stock Awards consisting of vested and
outstanding shares of Common Stock not subject to a forfeiture condition or the Company’s right of repurchase) will terminate
immediately prior to the completion of such dissolution or liquidation, and the shares of Common Stock subject to the Company’s
repurchase rights or subject to a forfeiture condition may be repurchased or reacquired by the Company notwithstanding the fact
that the holder of such Stock Award is providing Continuous Service; provided, however, that the Board may, in its sole
discretion, cause some or all Stock Awards to become fully vested, exercisable and/or no longer subject to repurchase or forfeiture
(to the extent such Stock Awards have not previously expired or terminated) before the dissolution or liquidation is completed
but contingent on its completion.


 


(c)          Fundamental
Transactions. The provisions of this Section 9(c) will apply to Awards in the event of
a Fundamental Transaction unless otherwise provided in the Award Agreement or any other written agreement between the Company
or any Affiliate and the Participant or in any director compensation policy of the Company.


 


In
the event of a Fundamental Transaction, any or all outstanding Awards may be assumed, converted or replaced by the successor corporation
(if any), which assumption, conversion or replacement shall be binding on all Participants under this Plan. In the alternative,
the successor corporation may substitute equivalent Awards or provide substantially similar consideration to Participants as was
provided to stockholders (after taking into account the existing provisions of the Awards). The successor corporation may also
issue, in place of outstanding shares of Common Stock held by the Participants, substantially similar shares or other property
subject to repurchase restrictions no less favorable to the Participant. In the event such successor corporation (if any) does
not assume or substitute Awards, as provided above, pursuant to a Fundamental Transaction, the vesting with respect to such Awards
shall fully and immediately accelerate or the repurchase rights of the Company shall fully and immediately terminate, as the case
may be, so that the Awards may be exercised or the repurchase rights shall terminate before, or otherwise in connection with the
closing or completion of the Fundamental Transaction, but then terminate. Notwithstanding anything in this Plan to the contrary,
the Board may, in its sole discretion, provide that the vesting of any or all shares of Common Stock subject to an Award that
are subject to vesting or right of repurchase shall accelerate or lapse, as the case may be, upon a Fundamental Transaction. If
the Board exercises such discretion with respect to Options, such Options shall become exercisable in full prior to the consummation
of such Fundamental Transaction at such time and on such conditions as the Board determines, and if such Options are not exercised
prior to the consummation of the Fundamental Transaction, they shall terminate at such time as determined by the Board. Subject
to any greater rights granted to Participants under the foregoing provisions of this Section 9(c), in the event of the occurrence
of any Fundamental Transaction, any outstanding Awards shall be treated as provided in the applicable agreement or plan of merger,
consolidation, dissolution, liquidation, or sale of assets.


 


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


 


(e)          Parachute
Payments.


 


(i)          If
any payment or benefit a Participant will or may receive from the Company or otherwise (a “280G Payment”)
would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (ii) but for this sentence,
be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then any such 280G
Payment pursuant to the Plan (a “Payment”) shall be equal to the Reduced Amount. The “Reduced
Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment (after
reduction) being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever
amount (i.e., the amount determined by clause (x) or by clause (y)), after taking into account all applicable federal,
state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results
in the Participant’s receipt, on an after-tax basis, of the greater economic benefit notwithstanding that all or some portion
of the Payment may be subject to the Excise Tax. If a reduction in a Payment is required pursuant to the preceding sentence and
the Reduced Amount is determined pursuant to clause (x) of the preceding sentence, the reduction shall occur in the manner (the
“Reduction Method”) that results in the greatest economic benefit for the Participant. If more than
one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata (the “Pro
Rata Reduction Method”).


 




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(ii)         Notwithstanding
any provision of Section 9(e)(i) to the contrary, if the Reduction Method or the Pro Rata Reduction Method would result in any
portion of the Payment being subject to taxes pursuant to Section 409A of the Code that would not otherwise be subject to taxes
pursuant to Section 409A of the Code, then the Reduction Method and/or the Pro Rata Reduction Method, as the case may be, shall
be modified so as to avoid the imposition of taxes pursuant to Section 409A of the Code as follows: (A) as a first priority, the
modification shall preserve to the greatest extent possible, the greatest economic benefit for the Participant as determined on
an after-tax basis; (B) as a second priority, Payments that are contingent on future events (e.g., being terminated without
cause), shall be reduced (or eliminated) before Payments that are not contingent on future events; and (C) as a third priority,
Payments that are “deferred compensation” within the meaning of Section 409A of the Code shall be reduced (or eliminated)
before Payments that are not “deferred compensation” within the meaning of Section 409A of the Code.


 


(iii)        Unless
the Participant and the Company agree on an alternative accounting firm or law firm, the accounting firm engaged by the Company
for general tax compliance purposes as of the day prior to the effective date of the Change in Control shall perform the foregoing
calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity
or group effecting the Change in Control, the Company shall appoint a nationally recognized accounting firm or law firm to make
the determinations required by this Section 9(e). The Company shall bear all expenses with respect to the determinations by such
accounting firm or law firm required to be made hereunder. The Company shall use commercially reasonable efforts to cause the
accounting firm or law firm engaged to make the determinations hereunder to provide its calculations, together with detailed supporting
documentation, to the Participant and the Company within fifteen (15) calendar days after the date on which the Participant’s
right to a 280G Payment becomes reasonably likely to occur (if requested at that time by the Participant or the Company) or such
other time as requested by the Participant or the Company.


 


(iv)        If
the Participant receives a Payment for which the Reduced Amount was determined pursuant to clause (x) of Section 9(e)(i) and the
Internal Revenue Service determines thereafter that some portion of the Payment is subject to the Excise Tax, the Participant
agrees to promptly return to the Company a sufficient amount of the Payment (after reduction pursuant to clause (x) of Section
9(e)(i)) so that no portion of the remaining Payment is subject to the Excise Tax. For the avoidance of doubt, if the Reduced
Amount was determined pursuant to clause (y) of Section 9(e)(i), the Participant shall have no obligation to return any portion
of the Payment pursuant to the preceding sentence.


 


		10.	Plan
                                         Term; Earlier Termination or Suspension of the Plan.



 


(a)          The
Board may suspend or terminate the Plan at any time. No Incentive Stock Option will be granted after the tenth (10th) anniversary
of the earlier of (i) the date the Plan is adopted by the Board, or (ii) the date the Plan is approved by the stockholders of
the Company. No Awards may be granted under the Plan while the Plan is suspended or after it is terminated.


 


(b)          No
Impairment of Rights. Suspension or termination of the Plan will not impair rights and
obligations under any Award granted while the Plan is in effect except with the written consent of the affected Participant or
as otherwise permitted in the Plan (including Section 2(b)(viii) above) or an Award Agreement.


 


		11.	Effective
                                         Date of Plan.



 


This Plan will become effective
on the Effective Date.


 




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		12.	Choice
                                         of Law.



 


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


 


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


 


(a)          “Affiliate”
means, at the time of determination, any “parent” or “subsidiary” of the Company as such terms are defined
in Rule 405. The Board will have the authority to determine the time or times at which “parent” or “subsidiary”
status is determined within the foregoing definition.


 


(b)          “Award”
means a Stock Award or a Performance Cash Award.


 


(c)          “Award
Agreement” means a written agreement between the Company and a Participant evidencing the terms and conditions of
an Award.


 


(d)          “Board”
means the Board of Directors of the Company.


 


(e)          “Capitalization
Adjustment” means any change that is made in, or other events that occur with respect to, the Common Stock subject
to the Plan or subject to any Stock Award after the Effective Date without the receipt of consideration by the Company through
merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash,
large nonrecurring cash dividend, stock split, reverse stock split, liquidating dividend, combination of shares, exchange of shares,
change in corporate structure or any similar equity restructuring transaction, as that term is used in Statement of Financial
Accounting Standards Board Accounting Standards Codification Topic 718 (or any successor thereto). Notwithstanding the foregoing,
the conversion of any convertible securities of the Company will not be treated as a Capitalization Adjustment.


 


(f)          “Cause”
means employment related dishonesty, fraud, misconduct or disclosure or misuse of confidential information, or other employment
related conduct that is likely to cause significant injury to the Company, an Affiliate, or any of their respective employees,
officers or directors (including, without limitation, commission of a felony or similar offense), in each case as determined by
the Board. “Cause” shall not require that a civil judgment or criminal conviction have been entered against or guilty
plea shall have been made by the Participant regarding any of the matters referred to in the previous sentence. Accordingly, the
Board shall be entitled to determine “Cause” based on the Board’s good faith belief. If the Participant is criminally
charged with a felony or similar offense that shall be a sufficient, but not a necessary, basis for such belief.


 


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


 


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


 




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


 


(iii)        the
stockholders of the Company approve or the Board approves a plan of complete dissolution or liquidation of the Company, or a complete
dissolution or liquidation of the Company will otherwise occur, except for a liquidation into a parent corporation;


 


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


 


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


 


Notwithstanding the foregoing definition
or any other provision of this Plan, the term Change in Control will not include a sale of assets, merger or other transaction
effected exclusively for the purpose of changing the domicile of the Company.


 


(h)          “Code”
means the Internal Revenue Code of 1986, as amended, including any applicable regulations and guidance thereunder.


 


(i)          “Committee”
means a committee of one (1) or more Directors to whom authority has been delegated by the Board in accordance with Section 2(c).


 


(j)          “Common
Stock” means the common stock of the Company.


 


(k)          “Company”
means Threshold Pharmaceuticals, Inc., a Delaware corporation.


 


(l)          “Consultant”
means any person, including an advisor, who is (i) engaged by the Company or an Affiliate to render consulting or advisory services
and is compensated for such services, or (ii) serving as a member of the board of directors of an Affiliate and is compensated
for such services. However, service solely as a Director, or payment of a fee for such service, will not cause a Director to be
considered a “Consultant” for purposes of the Plan. Notwithstanding the foregoing, a person is treated
as a Consultant under this Plan only if a Form S-8 Registration Statement under the Securities Act is available to register either
the offer or the sale of the Company’s securities to such person.


 




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(m)          “Continuous
Service” means that the Participant’s service with the Company or an Affiliate, whether as an Employee, Director
or Consultant, is not interrupted or terminated. A change in the capacity in which the Participant renders service to the Company
or an Affiliate as an Employee, Director or Consultant or a change in the Entity for which the Participant renders such service,
provided that there is no interruption or termination of the Participant’s service with the Company or an Affiliate, will
not terminate a Participant’s Continuous Service; provided, however, that if the Entity for which a Participant
is rendering services ceases to qualify as an Affiliate, as determined by the Board, in its sole discretion, such Participant’s
Continuous Service will be considered to have terminated on the date such Entity ceases to qualify as an Affiliate. For example,
a change in status from an Employee of the Company to a Consultant of an Affiliate or to a Director will not constitute an interruption
of Continuous Service. To the extent permitted by law, the Board or the chief executive officer of the Company, in that party’s
sole discretion, may determine whether Continuous Service will be considered interrupted in the case of (i) any leave of absence
approved by the Board or chief executive officer, including sick leave, military leave or any other personal leave, or (ii) transfers
between the Company, an Affiliate, or their successors. Notwithstanding the foregoing, Awards will not continue to vest during
a leave of absence, unless otherwise determined by the Board or chief executive officer of the Company, in that party’s
sole discretion, with respect to an approved personal or medical leave of absence with employment guaranteed upon return.


 


(n)          “Covered
Employee” will have the meaning provided in Section 162(m)(3) of the Code.


 


(o)          “Director”
means a member of the Board.


 


(p)          “Disability”
means, with respect to a Participant, the inability of such Participant to engage in any substantial gainful activity by reason
of any medically determinable physical or mental impairment that can be expected to result in death or that has lasted or can
be expected to last for a continuous period of not less than twelve (12) months, as provided in Sections 22(e)(3) and 409A(a)(2)(c)(i)
of the Code, and will be determined by the Board on the basis of such medical evidence as the Board deems warranted under the
circumstances.


 


(q)          “Effective
Date” means the effective date of this Plan document, which is the date of the annual meeting of stockholders of
the Company held in 2014, provided this Plan is approved by the Company’s stockholders at such meeting.


 


(r)          “Employee”
means a regular employee of the Company or an Affiliate who is treated as an employee in the personnel records of the Company
or an Affiliate, but not individuals who are classified by the Company or an Affiliate as: (i) leased from or otherwise employed
by a third party, (ii) independent contractors, or (iii) intermittent or temporary workers. The Company’s or an Affiliate’s
classification of an individual as an “Employee” (or as not an “Employee”) for purposes of this Plan shall
not be altered retroactively even if that classification is changed retroactively for another purpose as a result of an audit,
litigation or otherwise. However, service solely as a Director, or payment of a fee for such services, will not cause a Director
to be considered an “Employee” for purposes of the Plan.


 


(s)          “Entity”
means a corporation, partnership, limited liability company or other entity.


 


(t)          “Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


(u)          “Exchange
Act Person” means any natural person, Entity or “group” (within the meaning of Section
13(d) or 14(d) of the Exchange Act), except that “Exchange Act Person” will not include (i) the Company or any Subsidiary
of the Company, (ii) any employee benefit plan of the Company or any Subsidiary of the Company or any trustee or other fiduciary
holding securities under an employee benefit plan of the Company or any Subsidiary of the Company, (iii) an underwriter temporarily
holding securities pursuant to an offering of such securities, (iv) an Entity Owned, directly or indirectly, by the stockholders
of the Company in substantially the same proportions as their Ownership of stock of the Company; or (v) any natural person, Entity
or “group” (within the meaning of Section 13(d) or 14(d) of the Exchange Act) that, as of the Effective Date, is the
Owner, directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the combined voting
power of the Company’s then outstanding securities.


 


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


 




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(i)          If
the Common Stock is listed on any established stock exchange or traded on any established market, the Fair Market Value of a share
of Common Stock will be, unless otherwise determined by the Board, the closing sales price for such stock as quoted on such exchange
or market (or the exchange or market with the greatest volume of trading in the Common Stock) on the date of determination (the
“Value Date”), as reported in a source the Board deems reliable.


 


(ii)         Unless
otherwise provided by the Board, if no sales are reported as having occurred on the Value Date, the Fair Market Value will be
the closing sales price on the last preceding trading day on which sales of Common Stock are reported as having occurred. If no
sales are reported as having occurred during the five trading days before the Value Date, the Fair Market Value will be the closing
bid for the Common Stock on the Value Date.


 


(iii)        If
the Common Stock is listed on multiple exchanges or systems, the Fair Market Value will be based on sales or bid prices, as applicable,
on the primary exchange or system on which the Common Stock is traded or quoted.


 


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


 


(w)          “Full
Value Award” means a Stock Award that is not an Option or SAR with respect to which the exercise or strike price
is at least one hundred percent (100%) of the Fair Market Value of the Common Stock subject to the Option or SAR on the date of
grant. 


 


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


 


(i)          a
merger or consolidation in which the Company is not the surviving corporation (other than a merger or consolidation with a wholly-owned
subsidiary, a reincorporation of the Company in a different jurisdiction, or other transaction in which there is no substantial
change in the stockholders of the Company or their relative stock holdings and the Awards granted under this Plan are assumed,
converted or replaced by the successor corporation, which assumption shall be binding on all Participants);


 


(ii)         a
merger in which the Company is the surviving corporation but after which the stockholders of the Company immediately prior to
such merger (other than any stockholder that merges, or which owns or controls another corporation that merges, with the Company
in such merger) cease to own their shares or other equity interest in the Company;


 


(iii)        the
sale of all or substantially all of the assets of the Company; or


 


(iv)        the
acquisition, sale, or transfer of more than 50% of the outstanding shares of the Company by tender offer or similar transaction.


 


(y)          “Incentive
Stock Option” means an option granted pursuant to Section 5 that is intended to be, and that qualifies as, an “incentive
stock option” within the meaning of Section 422 of the Code.


 


(z)          “Non-Employee
Director” means a Director who either (i) is not a current employee or officer of the Company or an Affiliate,
does not receive compensation, either directly or indirectly, from the Company or an Affiliate for services rendered as a consultant
or in any capacity other than as a Director (except for an amount as to which disclosure would not be required under Item 404(a)
of Regulation S-K promulgated pursuant to the Securities Act (“Regulation S-K”)), does not possess an
interest in any other transaction for which disclosure would be required under Item 404(a) of Regulation S-K, and is not engaged
in a business relationship for which disclosure would be required pursuant to Item 404(b) of Regulation S-K; or (ii) is otherwise
considered a “non-employee director” for purposes of Rule 16b-3.


 




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(aa)         “Nonstatutory
Stock Option” means any option granted pursuant to Section 5 that does not qualify as an Incentive Stock Option.


 


(bb)         “Officer”
means a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act.


 


(cc)         “Option”
means an Incentive Stock Option or a Nonstatutory Stock Option to purchase shares of Common Stock granted pursuant to the Plan.


 


(dd)         “Option
Agreement” means a written agreement between the Company and an Optionholder evidencing the terms and conditions
of an Option grant. Each Option Agreement will be subject to the terms and conditions of the Plan.


 


(ee)         “Optionholder”
means a person to whom an Option is granted pursuant to the Plan or, if applicable, such other person who holds an outstanding
Option.


 


(ff)         “Other
Stock Award” means an award based in whole or in part by reference to the Common Stock which is granted pursuant
to the terms and conditions of Section 6(d).


 


(gg)         “Other
Stock Award Agreement” means a written agreement between the Company and a holder of an Other Stock
Award evidencing the terms and conditions of an Other Stock Award grant. Each Other Stock Award Agreement will be subject to the
terms and conditions of the Plan.


 


(hh)         “Outside
Director” means a Director who either (i) is not a current employee of the Company or an “affiliated corporation”
(within the meaning of Treasury Regulations promulgated under Section 162(m) of the Code), is not a former employee of the Company
or an “affiliated corporation” who receives compensation for prior services (other than benefits under a tax-qualified
retirement plan) during the taxable year, has not been an officer of the Company or an “affiliated corporation,” and
does not receive remuneration from the Company or an “affiliated corporation,” either directly or indirectly, in any
capacity other than as a Director, or (ii) is otherwise considered an “outside director” for purposes of Section 162(m)
of the Code.


 


(ii)         “Own,”
“Owned,” “Owner,” “Ownership”
A person or Entity will be deemed to “Own,” to have “Owned,” to be the “Owner” of, or to have
acquired “Ownership” of securities if such person or Entity, directly or indirectly, through any contract, arrangement,
understanding, relationship or otherwise, has or shares voting power, which includes the power to vote or to direct the voting,
with respect to such securities.


 


(jj)         “Participant”
means a person to whom an Award is granted pursuant to the Plan or, if applicable, such other person who holds an outstanding
Stock Award.


 


(kk)         “Performance
Cash Award” means an award of cash granted pursuant to the terms and conditions of Section 6(c)(ii).


 


(ll)           “Performance
Criteria” means the one or more criteria that the Committee (or, if not required for compliance with Section 162(m)
of the Code, the Board or the Committee) will select for purposes of establishing the Performance Goals for a Performance Period.
The Performance Criteria that will be used to establish such Performance Goals may be based on any one of, or combination of,
the following as determined by the Committee (or Board, if applicable): (1) earnings (including earnings per share and net earnings);
(2) earnings before interest, taxes and depreciation; (3) earnings before interest, taxes, depreciation and amortization; (4)
total stockholder return; (5) return on equity or average stockholder’s equity; (6) return on assets, investment, or capital
employed; (7) stock price; (8) margin (including gross margin); (9) income (before or after taxes); (10) operating income; (11)
operating income after taxes; (12) pre-tax profit; (13) operating cash flow; (14) sales or revenue targets; (15) increases in
revenue or product revenue; (16) expenses and cost reduction goals; (17) improvement in or attainment of working capital levels;
(18) economic value added (or an equivalent metric); (19) market share; (20) cash flow; (21) cash flow per share; (22) share price
performance; (23) debt reduction; (24) implementation or completion of projects or processes; (25) customer satisfaction; (26)
stockholders’ equity; (27) capital expenditures; (28) debt levels; (29) operating profit or net operating profit; (30) workforce
diversity; (31) growth of net income or operating income; (32) billings; (33) net order dollars; (34) net profit dollars; (35)
net profit growth; (36) net revenue dollars; and (37) to the extent that an Award is not intended to comply with Section 162(m)
of the Code, other measures of performance selected by the Committee or Board.


 




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(mm)         “Performance
Goals” means, for a Performance Period, the one or more goals established by the Committee (or, if not required
for compliance with Section 162(m) of the Code, the Board or the Committee) for the Performance Period based upon the Performance
Criteria. Performance Goals may be based on a Company-wide basis, with respect to one or more business units, divisions, Affiliates
or business segments, and in either absolute terms or relative to the performance of one or more comparable companies or the performance
of one or more relevant indices. Unless specified otherwise by the Committee (or, if not required for compliance with Section
162(m) of the Code, the Board or the Committee) (i) in the Award Agreement at the time the Award is granted or (ii) in such other
document setting forth the Performance Goals at the time the Performance Goals are established, the Committee (or Board, if applicable)
will appropriately make adjustments in the method of calculating the attainment of Performance Goals for a Performance Period
as follows: (1) to exclude restructuring and/or other nonrecurring charges; (2) to exclude exchange rate effects, as applicable,
for non-U.S. dollar denominated Performance Goals; (3) to exclude the effects of changes to generally accepted accounting principles;
(4) to exclude the effects of any statutory adjustments to corporate tax rates; and (5) to exclude the effects of any “extraordinary
items” as determined under generally accepted accounting principles. 


 


(nn)         “Performance
Period” means the period of time selected by the Committee (or, if not required for compliance with Section 162(m)
of the Code, the Board or the Committee) over which the attainment of one or more Performance Goals will be measured for the purpose
of determining a Participant’s right to and the payment of a Performance Stock Award or a Performance Cash Award. Performance
Periods may be of varying and overlapping duration, at the sole discretion of the Committee (or Board, if applicable).


 


(oo)         “Performance
Stock Award” means a Stock Award granted under the terms and conditions of Section 6(c)(i).


 


(pp)         “Plan”
means this Threshold Pharmaceuticals, Inc. 2014 Equity Incentive Plan.


 


(qq)         “Restricted
Stock Award” means an award of shares of Common Stock which is granted pursuant to the terms and conditions of Section
6(a).


 


(rr)         “Restricted
Stock Award Agreement” means a written agreement between the Company and a holder of a Restricted Stock Award evidencing
the terms and conditions of a Restricted Stock Award grant. Each Restricted Stock Award Agreement will be subject to the terms
and conditions of the Plan.


 


(ss)         “Restricted
Stock Unit Award” means a right to receive shares of Common Stock which is granted pursuant to the
terms and conditions of Section 6(b).


 


(tt)         “Restricted
Stock Unit Award Agreement” means a written agreement between the Company and a holder of a Restricted
Stock Unit Award evidencing the terms and conditions of a Restricted Stock Unit Award grant. Each Restricted Stock Unit Award
Agreement will be subject to the terms and conditions of the Plan.


 


(uu)         “Rule
16b-3” means Rule 16b-3 promulgated under the Exchange Act or any successor to Rule 16b-3, as in effect from time
to time.


 


(vv)         “Rule
405” means Rule 405 promulgated under the Securities Act. 


 


(ww)         “Rule
701” means Rule 701 promulgated under the Securities Act. 


 




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(xx)        “Securities
Act” means the Securities Act of 1933, as amended.


 


(yy)         “Stock
Appreciation Right” or “SAR” means a right to receive the appreciation on
Common Stock that is granted pursuant to the terms and conditions of Section 5.


 


(zz)         “Stock
Appreciation Right Agreement” means a written agreement between the Company and a holder of a Stock Appreciation
Right evidencing the terms and conditions of a Stock Appreciation Right grant. Each Stock Appreciation Right Agreement will be
subject to the terms and conditions of the Plan.


 


(aaa)        “Stock
Award” means any right to receive Common Stock granted under the Plan, including an Incentive Stock Option, a Nonstatutory
Stock Option, a Stock Appreciation Right, a Restricted Stock Award, a Restricted Stock Unit Award, a Performance Stock Award or
any Other Stock Award.


 


(bbb)        “Stock
Award Agreement” means a written agreement between the Company and a Participant evidencing the terms and conditions
of a Stock Award grant. Each Stock Award Agreement will be subject to the terms and conditions of the Plan.


 


(ccc)        “Subsidiary”
means, with respect to the Company, (i) any corporation of which more than fifty percent (50%) of the outstanding capital stock
having ordinary voting power to elect a majority of the board of directors of such corporation (irrespective of whether, at the
time, stock of any other class or classes of such corporation will have or might have voting power by reason of the happening
of any contingency) is at the time, directly or indirectly, Owned by the Company, and (ii) any partnership, limited liability
company or other entity in which the Company has a direct or indirect interest (whether in the form of voting or participation
in profits or capital contribution) of more than fifty percent (50%).


 


(ddd)        “Ten
Percent Stockholder” means a person who Owns (or is deemed to Own pursuant to Section 424(d) of the Code) stock
possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or any Affiliate.


 




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