Exhibit
10.1


 


AMENDMENT
TO THE


OXIGENE,
INC. 2015 EQUITY INCENTIVE PLAN


 


The
OXiGENE, Inc. 2015 Equity Incentive Plan (the “2015 Plan”) is hereby amended, effective as of the date of adoption
of this Amendment by the Board of Directors of Oncotelic Therapeutics, Inc. (the “Company”):


 


	1.	The
    name of the Plan is hereby amended in its entirety to: “ONCOTELIC THERAPEUTICS, INC. 2015 EQUITY INCENTIVE PLAN”.
	 	 
	2.	Section
    1 of the 2015 Plan is amended in its entirety:


 


“1.
DEFINITIONS.”


 


Unless
otherwise specified or unless the context otherwise requires, the following terms, as used in this Oncotelic Therapeutics, Inc.
2015 Equity Incentive Plan, have the following meanings:


 


Administrator
means the Board of Directors, unless it has delegated power to act on its behalf to the Committee, in which case the Administrator
means the Committee.


 


Affiliate
means a corporation which, for purposes of Section 424 of the Code, is a parent or subsidiary of the Company, direct or
indirect.


 


Agreement
means an agreement between the Company and a Participant pertaining to a Stock Right delivered pursuant to the Plan in such form as
the Administrator shall approve.


 


Board
of Directors means the Board of Directors of the Company.


 


Cause
means, with respect to a Participant: (a) dishonesty with respect to the Company or any Affiliate, (b) insubordination, substantial
malfeasance or non feasance of duty, (c) unauthorized disclosure of confidential information, (d) breach by a Participant of any
provision of any employment, consulting, advisory, nondisclosure, non-competition or similar agreement between the Participant and
the Company or any Affiliate, and (e) conduct substantially prejudicial to the business of the Company or any Affiliate; provided,
however, that any provision in an agreement between a Participant and the Company or an Affiliate, which contains a conflicting
definition of Cause for termination and which is in effect at the time of such termination, shall supersede this definition with
respect to that Participant. The determination of the Administrator as to the existence of Cause will be conclusive on the
Participant and the Company.


 


Code
means the United States Internal Revenue Code of 1986, as amended, including any successor statute, regulation and guidance issued
with respect thereto.


 


Committee
means the committee of the Board of Directors to which the Board of Directors has delegated power to act under or pursuant to the
provisions of the Plan, the composition of which shall at all times satisfy the provisions of Section 162(m) of the Code.


 


Common
Stock means shares of the Company’s common stock, $0.01 par value per share.


 


Company
means Oncotelic Therapeutics, Inc., a Delaware corporation.


 


Consultant
means any natural person who is an advisor or consultant that provides bona fide services to the Company or its Affiliates, provided
that such services are not in connection with the offer or sale of securities in a capital raising transaction, and do not directly
or indirectly promote or maintain a market for the Company’s or its Affiliates’ securities.


 


Disability
or Disabled means permanent and total disability as defined in Section 22(e)(3) of the Code.


 


Employee
means any employee of the Company or of an Affiliate (including, without limitation, an employee who is also serving as an officer
or director of the Company or of an Affiliate), designated by the Administrator to be eligible to be granted one or more Stock
Rights under the Plan.


 


Exchange
Act means the Securities Exchange Act of 1934, as amended.


 




    	 



    	 



    

 


Fair
Market Value of a Share of Common Stock means:


 


(1)
If the Common Stock is listed on a national securities exchange or traded in the over-the-counter market and sales prices are
regularly reported for the Common Stock, the closing or, if not applicable, the last price of the Common Stock on the composite
tape or other comparable reporting system for the trading day on the applicable date and if such applicable date is not a trading
day, the last market trading day prior to such date;


 


(2)
If the Common Stock is not traded on a national securities exchange but is traded on the over-the-counter market, if sales prices
are not regularly reported for the Common Stock for the trading day referred to in clause (1), and if bid and asked prices for
the Common Stock are regularly reported, the mean between the bid and the asked price for the Common Stock at the close of trading
in the over-the-counter market for the trading day on which Common Stock was traded on the applicable date and if such applicable
date is not a trading day, the last market trading day prior to such date; and


 


(3)
If the Common Stock is neither listed on a national securities exchange nor traded in the over-the-counter market, such value
as the Administrator, in good faith, shall determine in compliance with applicable laws.


 


ISO
means an option intended to qualify as an incentive stock option under Section 422 of the Code.


 


Non-Qualified
Option means an option which is not intended to qualify as an ISO.


 


Option
means an ISO or Non-Qualified Option granted under the Plan.


 


Participant
means an Employee, director or Consultant of the Company or an Affiliate to whom one or more Stock Rights are granted under the
Plan. As used herein, “Participant” shall include “Participant’s Survivors” where the context
requires.


 


Performance
Based Award means a Stock Grant or Stock-Based Award which vests based on the attainment of written Performance Goals as set
forth in Paragraph 9 hereof.


 


Performance
Goals means performance goals based on one or more of the following criteria: (i) income or earnings including operating income,
earnings before or after taxes, interest, depreciation, amortization, and/or extraordinary or special items; (ii) net income
excluding amortization of intangible assets, depreciation and impairment of goodwill and intangible assets and/or excluding charges
attributable to the adoption of new accounting pronouncements; (iii) earnings or book value per share (basic or diluted); (iv)
return on assets (gross or net), return on investment, return on capital, return on invested capital or return on equity; (v) stock
price or total shareholder return; (vi) cost targets, reductions and savings, expense management, productivity and efficiencies;
(vii) operational objectives, consisting of one or more objectives based on achieving progress in research and development programs
or achieving regulatory milestones related to development and or approval of products; and (viii) other strategic business criteria,
consisting of one or more objectives based on meeting specified goals. Where applicable, the Performance Goals may be expressed in
terms of a relative measure against a set of identified peer group companies, attaining a specified level of the particular
criterion or the attainment of a percentage increase or decrease in the particular criterion, and may be applied to one or more of
the Company or an Affiliate of the Company, all as determined by the Committee. The Performance Goals may include a threshold level
of performance below which no Performance-Based Award will be issued or no vesting will occur, levels of performance at which
Performance-Based Awards will be issued or specified vesting will occur, and a maximum level of performance above which no
additional issuances will be made or at which full vesting will occur. Each of the foregoing Performance Goals shall be evaluated in
an objectively determinable manner in accordance with Section 162(m) of the Code and in accordance with generally accepted
accounting principles where applicable, unless otherwise specified by the Committee, and shall be subject to certification by the
Committee. The Committee shall have the authority to make equitable adjustments to the Performance Goals in recognition of unusual
or non-recurring events affecting the Company or any Affiliate or the financial statements of the Company or any Affiliate, in
response to changes in applicable laws or regulations, or to account for items of gain, loss or expense determined to be
extraordinary or unusual in nature or infrequent in occurrence or related to the disposal of a segment of a business or related to a
change in accounting principles, provided that any such change shall at all times satisfy the provisions of Section 162(m) of the
Code.


 


Plan
means this Oncotelic Therapeutics, Inc. 2015 Equity Incentive Plan.


 


Restricted
Stock Units means a unit that is a time-based restricted common stock of the Company.


 


Securities
Act means the Securities Act of 1933, as amended.


 




    	 



    	 



    

 


Shares
means shares of the Common Stock as to which Stock Rights have been or may be granted under the Plan or any shares of capital stock
into which the Shares are changed or for which they are exchanged within the provisions of Paragraph 3 of the Plan. The Shares
issued under the Plan may be authorized and unissued shares or shares held by the Company in its treasury, or both.


 


Stock-Based
Award means a grant by the Company under the Plan of an equity award or an equity based award which is not an Option or a
Stock Grant, which the Committee may, in its sole discretion, structure to qualify in whole or in part as “performance-based
compensation” under Section 162(m) of the Code.


 


Stock
Grant means a grant by the Company of Shares under the Plan, which the Committee may, in its sole discretion, structure to
qualify in whole or in part as “performance-based compensation” under Section 162(m) of the Code.


 


Stock
Right means a right to Shares or the value of Shares of the Company granted pursuant to the Plan, which may be an ISO, a Non-Qualified
Option, a Stock Grant or a Stock-Based Award.


 


Survivor
means a deceased Participant’s legal representatives and/or any person or persons who acquired the Participant’s
rights to a Stock Right by will or by the laws of descent and distribution.”


 


	3.	Section
    3(a)(i) of the 2015 Plan is amended in its entirety to read as follows:
	 	 
	 	“(i)
    27,250,000 shares of Common Stock, plus”
	 	 
	4.	Section
    4(c) of the 2015 Plan is amended in its entirety to read as follows:
	 	 
	 	“(c)
    Determine the number of Shares for which a Stock Right or Stock Rights shall be granted, provided, however, that in no event
    shall Stock Rights with respect to more than 1,000,000 Shares be granted to any Participant in any fiscal year;”


 


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Except
as amended hereby, the terms and conditions of the 2015 Plan shall otherwise continue in full force and effect.


 


	 	Oncotelic
    Therapeutics, Inc.
	 	 
	 	By:	/s/
    Amit Shah 
	 	Name:	Amit
    Shah
	 	Title:	Chief
    Financial Officer