2007 Equity Incentive Plan



 Exhibit 10.2 
 TARGANTA THERAPEUTICS CORPORATION 
 2007 STOCK OPTION AND INCENTIVE PLAN 
 SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS 
 The name of the plan is the Targanta Therapeutics Corporation 2007 Stock Option and Incentive Plan (the “Plan”). The purpose of the Plan is to encourage and enable the officers, employees, Non-Employee Directors (as defined
below) and other key persons (including consultants and prospective employees) of Targanta Therapeutics Corporation (the “Company”) and its Subsidiaries upon whose judgment, initiative and efforts the Company largely depends for the
successful conduct of its business to acquire a proprietary interest in the Company. It is anticipated that providing such persons with a direct stake in the Company’s welfare will assure a closer identification of their interests with those of
the Company and its stockholders, thereby stimulating their efforts on the Company’s behalf and strengthening their desire to remain with the Company. 
 The following terms shall be defined as set forth below: 
 “Act” means the Securities Act
of 1933, as amended, and the rules and regulations thereunder. 
 “Award” or “Awards,” except where
referring to a particular category of grant under the Plan, shall include Incentive Stock Options, Non-Qualified Stock Options, Stock Appreciation Rights, Deferred Stock Awards, Restricted Stock Awards, Unrestricted Stock Awards, Cash-based Awards
and Dividend Equivalent Rights. 
 “Award Agreement” means a written or electronic agreement setting forth the terms and
provisions applicable to an Award granted under the Plan. Each Award Agreement is subject to the terms and conditions of the Plan. 
 “Board” means the Board of Directors of the Company. 
 “Cash-based Award” means an Award
entitling the recipient to receive a cash-denominated payment. 
 “Code” means the Internal Revenue Code of 1986, as
amended, and any successor Code, and related rules, regulations and interpretations. 
 “Committee” means the compensation
committee of the Board or a similar committee performing the functions of the compensation committee and which is comprised of not less than two Non-Employee Directors who are independent. 
 “Deferred Stock Award” means an Award of phantom stock units to a grantee. 
 “Effective Date” means the date on which the Plan is approved by stockholders as set forth in Section 19. 







 “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and
regulations thereunder. 
 “Fair Market Value” of the Stock on any given date means the fair market value of the Stock
determined in good faith by the Committee; provided, however, that if the Stock is traded on a national securities exchange, the determination shall be made by reference to the closing market price on such stock exchange. If there are
no market quotations for such date, the determination shall be made by reference to the last date preceding such date for which there are market quotations. 
 “Incentive Stock Option” means any Stock Option designated and qualified as an “incentive stock option” as defined in Section 422 of the Code. 
 “Initial Public Offering” means the consummation of the first fully underwritten, firm commitment public offering pursuant to an
effective registration statement under the Act covering the offer and sale by the Company of its equity securities, or such other event as a result of or following which the Stock shall be publicly held. 
 “Non-Employee Director” means a member of the Board who is not also an employee of the Company or any Subsidiary. 
 “Non-Qualified Stock Option” means any Stock Option that is not an Incentive Stock Option. 
 “Option” or “Stock Option” means any option to purchase shares of Stock granted pursuant to Section 5. 

“Performance-based Award” means any Restricted Stock Award, Deferred Stock Award or Cash-based Award that is intended to qualify as
“performance-based compensation” under Section 162(m) of the Code and the regulations promulgated thereunder. 
 “Performance Criteria” means the criteria that the Committee selects for purposes of establishing the Performance Goal or Performance Goals for an individual for a Performance Cycle. The Performance Criteria (which shall be
applicable to the organizational level specified by the Committee, including, but not limited to, the individual, the Company or a unit, division, group, or Subsidiary of the Company) that will be used to establish Performance Goals are limited to
the following: earnings before interest, taxes, depreciation and amortization; net income (loss) (either before or after interest, taxes, depreciation and/or amortization); changes in the market price of the Stock; economic value-added; funds from
operations or similar measures; sales or revenue; acquisitions or strategic transactions; product development or quality; commencement, completion or success in clinical trials; filing or approval of investigational new drug or new drug applications
with the United States Food and Drug Administration and comparable foreign agencies; operating income (loss); cash flow (including, but not limited to, operating cash flow and free cash flow); return on capital, assets, equity, or investment;
stockholder returns; return on sales; gross or net profit levels; productivity (including, but not limited to, employee recruiting or retention, sales or revenue per headcount and costs per headcount); expenses; margins; operating efficiency;
working capital; earnings (loss) per share of Stock; market share; market recognition (including, but not limited to, awards and analyst ratings). 
  

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 “Performance Cycle” means one or more periods of time, which may be of varying and
overlapping durations, as the Committee may select, over which the attainment of one or more Performance Criteria will be measured for the purpose of determining a grantee’s right to and the payment of a Restricted Stock Award, Deferred Stock
Award or Cash-based Award. 
 “Performance Goals” means, for a Performance Cycle, the specific goals established in writing
by the Committee for a Performance Cycle based upon the Performance Criteria. 
 “Restricted Stock Award” means an Award
entitling the recipient to acquire, at such purchase price (which may be zero) as determined by the Committee, shares of Stock subject to such restrictions and conditions as the Committee may determine at the time of grant. 
 “Sale Event” shall mean: (i) the dissolution or liquidation of the Company; (ii) the sale of all or substantially all of the
assets of the Company on a consolidated basis to an unrelated person or entity; (iii) a merger, reorganization or consolidation in which the outstanding shares of Stock are converted into or exchanged for securities of the successor entity and
the holders of the Company’s outstanding voting power immediately prior to such transaction do not own a majority of the outstanding voting power of the successor entity immediately upon completion of such transaction; or (iv) the sale of
all of the Stock of the Company to an unrelated person or entity. 
 “Sale Price” means the value as determined by the
Committee of the consideration payable, or otherwise to be received by stockholders, per share of Stock pursuant to a Sale Event. 
 “Section 409A” means Section 409A of the Code and the regulations and other guidance promulgated thereunder. 
 “Stock” means the Common Stock, par value $0.0001 per share, of the Company, subject to adjustments pursuant to Section 3. 
 “Stock Appreciation Right” means an Award entitling the recipient to receive shares of Stock having a value (or to receive cash in an amount) equal to the excess of the Fair Market Value of the Stock
on the date of exercise over the exercise price of the Stock Appreciation Right multiplied by the number of shares of Stock with respect to which the Stock Appreciation Right shall have been exercised. 
 “Subsidiary” means any corporation or other entity (other than the Company) in which the Company has at least a fifty percent
(50%) interest, either directly or indirectly. 
 “Ten Percent Owner” means an employee who owns or is deemed to own
(by reason of the attribution rules of Section 424(d) of the Code) more than ten percent (10%) of the combined voting power of all classes of stock of the Company or any parent or subsidiary corporation. 
 “Unrestricted Stock Award” means an Award of shares of Stock free of any restrictions. 
  

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 SECTION 2. ADMINISTRATION OF PLAN; COMMITTEE AUTHORITY TO SELECT GRANTEES AND DETERMINE 
 AWARDS 
 (a) Committee. The
Plan shall be administered by the Committee. 
 (b) Powers of Committee. The Committee shall have the power and authority to grant
Awards consistent with the terms of the Plan, including the power and authority: 
 (i) to select the individuals to whom
Awards may from time to time be granted; 
 (ii) to determine the time or times of grant, and the extent, if any, of Incentive
Stock Options, Non-Qualified Stock Options, Stock Appreciation Rights, Restricted Stock Awards, Deferred Stock Awards, Unrestricted Stock Awards, Cash-based Awards and Dividend Equivalent Rights, or any combination of the foregoing, granted to any
one or more grantees; 
 (iii) to determine the number of shares of Stock to be covered by any Award; 
 (iv) to determine and modify from time to time the terms and conditions, including restrictions, not inconsistent with the terms of the
Plan, of any Award, which terms and conditions may differ among individual Awards and grantees, and to approve the form of written instruments evidencing the Awards; 
 (v) to accelerate at any time the exercisability or vesting of all or any portion of any Award; 
 (vi) subject to the provisions of Section 5(a)(ii), to extend at any time the period in which Stock Options may be exercised; and

 (vii) at any time to adopt, alter and repeal such rules, guidelines and practices for administration of the Plan and for
its own acts and proceedings as it shall deem advisable; to interpret and correct the terms and provisions of the Plan and any Award (including related written instruments); to make all determinations it deems advisable for the administration of the
Plan; to decide all disputes arising in connection with the Plan; and to otherwise supervise the administration of the Plan. 
 All decisions
and interpretations of the Committee shall be binding on all persons, including the Company and Plan grantees. The Committee may discharge its obligations with respect to administering this Plan by recommending Awards to the Board. In such case, the
Board shall have be deemed to have the same powers and authority as are granted to the Committee pursuant to this Section 2 and elsewhere in this Plan, including the authority formally to grant Awards (as recommended by the Committee or
otherwise). 
 (c) Delegation of Authority to Grant Awards. Subject to applicable law, the Committee, in its discretion, may delegate
to the Chief Executive Officer of the Company all or part of the Committee’s authority and duties with respect to the granting of Awards to individuals who are not subject to the reporting and other provisions of Section 16 of the 

  

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Exchange Act. Any such delegation by the Committee shall include a limitation as to the amount of Awards that may be granted during the period of the
delegation and shall contain guidelines as to the determination of the exercise price, vesting criteria and other applicable terms of the Award. The Committee may revoke or amend the terms of a delegation at any time but such action shall not
invalidate any prior actions of the Committee’s delegate or delegates that were consistent with the terms of the Plan. 
 (d) Award
Agreement. Awards under the Plan shall be evidenced by Award Agreements that set forth the terms, conditions and limitations for each Award which may include, without limitation, the term of an Award, the provisions applicable in the event
employment or service terminates, and the Company’s authority to unilaterally or bilaterally amend, modify, suspend, cancel or rescind an Award. 
 (e) Indemnification. Neither the Board nor the Committee, nor any member of either or any delegate thereof, shall be liable for any act, omission, interpretation, construction or determination made in good
faith in connection with the Plan, and the members of the Board and the Committee (and any delegate thereof) shall be entitled in all cases to indemnification and reimbursement by the Company in respect of any claim, loss, damage or expense
(including, without limitation, reasonable attorneys’ fees) arising or resulting therefrom to the fullest extent permitted by law and/or under the Company’s articles or bylaws or any directors’ and officers’ liability insurance
coverage which may be in effect from time to time and/or any indemnification agreement between such individual and the Company. 
 (f)
Foreign Award Recipients. Notwithstanding any provision of the Plan to the contrary, in order to comply with the laws in other countries in which the Company and its Subsidiaries operate or have employees or other individuals eligible for
Awards, the Committee, in its sole discretion, shall have the power and authority to: (i) determine which Subsidiaries shall be covered by the Plan; (ii) determine which individuals outside the United States are eligible to participate in
the Plan; (iii) modify the terms and conditions of any Award granted to individuals outside the United States to comply with applicable foreign laws; (iv) establish subplans and modify exercise procedures and other terms and procedures, to
the extent the Committee determines such actions to be necessary or advisable (and such subplans and/or modifications shall be attached to this Plan as appendices); provided, however, that no such subplans and/or modifications shall
increase the share limitations contained in Section 3(a) hereof; and (v) take any action, before or after an Award is made, that the Committee determines to be necessary or advisable to obtain approval or comply with any local governmental
regulatory exemptions or approvals. Notwithstanding the foregoing, the Committee may not take any actions hereunder, and no Awards shall be granted, that would violate the Exchange Act or any other applicable United States securities law, the Code,
or any other applicable United States governing statute or law. 
 SECTION 3. STOCK ISSUABLE UNDER THE PLAN; MERGERS; SUBSTITUTION 
 (a) Stock Issuable. The maximum number of shares of Stock reserved and available for issuance under the Plan shall be the sum of (i) one
million two hundred fifty eight thousand one hundred thirty eight (1,258,138) shares of Stock and (ii) such number of shares as equals that number of stock options or awards returned to the Company’s 2005 Stock Option Plan, as amended
and in effect from 

  

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time to time, after the Effective Date as a result of the expiration, cancellation or termination of such stock options or awards, subject to adjustment as
provided in Section 3(c). In addition, the number of shares of Common Stock available for issuance under the Plan shall automatically increase each year commencing in 2008 and ending in (and including) 2017, in an amount, if any, determined by
the Committee not later than February 28th of each year, which amount shall in no event be in excess of three and one-half percent (3.5%) of the
total number of shares of Stock outstanding on December 31st of the preceding calendar year (rounding down to the nearest whole share). Subject to
such overall limitations and the limitations set forth in Section 3(b), shares of Stock may be issued up to such maximum number pursuant to any type or types of Award; provided, however, that Stock Options or Stock Appreciation
Rights with respect to no more than three million two hundred forty nine thousand four hundred (3,249,400) of the shares of Stock may be granted to any one individual grantee during any one calendar year period. The shares available for
issuance under the Plan may be authorized but unissued shares of Stock or shares of Stock reacquired by the Company. 
 (b)
Reversion of Shares to the Share Reserve. The shares of Stock underlying any Awards that are forfeited, canceled or otherwise terminated (other than by exercise) shall be added back to the shares of Stock available for issuance under the
Plan. Shares tendered or held back upon exercise of an Option or settlement of an Award to cover the exercise price or tax withholding shall not be available for future issuance under the Plan. In addition, upon exercise of Stock Appreciation
Rights, the gross number of shares exercised shall be deducted from the total number of shares remaining available for issuance under the Plan. Notwithstanding anything to the contrary in Section 3(a) or this Section 3(b), but subject to
the provisions of Section 3(c) relating to capitalization adjustments, the aggregate maximum number of shares of Stock that may be issued pursuant to the exercise of Incentive Stock Options shall be nine million nine hundred eighteen thousand
three hundred seventy four (9,918,374) shares of Stock. 
 (c) Changes in Stock. Subject to Section 3(d) hereof, if, as a result
of any reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar change in the Company’s capital stock, the outstanding shares of Stock are increased or decreased or are exchanged for
a different number or kind of shares or other securities of the Company, or additional shares or new or different shares or other securities of the Company or other non-cash assets are distributed with respect to such shares of Stock or other
securities, or, if, as a result of any merger or consolidation, sale of all or substantially all of the assets of the Company, the outstanding shares of Stock are converted into or exchanged for securities of the Company or any successor entity (or
a parent or subsidiary thereof), the Committee shall make an equitable or proportionate adjustment in (i) the maximum number of shares reserved for issuance under the Plan, (ii) the number of Stock Options or Stock Appreciation Rights that
can be granted to any one individual grantee and the maximum number of shares that may be granted under a Performance-based Award, (iii) the number and kind of shares or other securities subject to any then outstanding Awards under the Plan,
(iv) the repurchase price, if any, per share subject to each outstanding Restricted Stock Award, (v) the number of Stock Options granted to Non-Employee Directors, and (vi) the price for each share subject to any then outstanding
Stock Options and Stock Appreciation Rights under the Plan, without changing the aggregate exercise price (i.e., the exercise price multiplied by the number of Stock Options and Stock Appreciation Rights) as to which such Stock Options and Stock
Appreciation Rights remain exercisable. The Committee shall also make equitable or 

  

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proportionate adjustments in the number of shares subject to outstanding Awards and the exercise price and the terms of outstanding Awards to take into
consideration cash dividends declared and paid other than in the ordinary course or any other extraordinary corporate event to the extent necessary to avoid distortion in the value of Awards. The adjustment by the Committee shall be final, binding
and conclusive. No fractional shares of Stock shall be issued under the Plan resulting from any such adjustment, but the Committee in its discretion may make a cash payment in lieu of fractional shares. 
 No adjustment shall be made under this Section 3(c) in the case of an Option or Stock Appreciation Right, without the consent of the grantee, if it
would constitute a modification, extension or renewal of the Option within the meaning of Section 424(h) of the Code or a modification of the Option or Stock Appreciation Right such that the Option or Stock Appreciation Right becomes treated as
“nonqualified deferred compensation” subject to Section 409A. 
 (d) Mergers and Other Transactions. In anticipation of
and subject to the consummation of a Sale Event (other than the dissolution or liquidation of the Company), the Committee may, in its sole discretion, (i) upon written notice to the holders of outstanding Awards, provide that all Awards must be
exercised, to the extent then exercisable or to be exercisable as a result of the Sale Event, within a specified number of days of the date of such notice, at the end of which period the Awards shall terminate; or (ii) terminate all Awards in
exchange for a cash payment equal to the excess, if any, of the Fair Market Value of the Stock subject to such Awards (to the extent then exercisable or to be exercisable as a result of the Sale Event) over the exercise price thereof, if any. In the
case of and subject to the dissolution or liquidation of the Company (a “Liquidation Event”), all Options and Stock Appreciation Rights that are not exercisable immediately prior to the effective time of the Liquidation Event shall
become fully exercisable as of the effective time of the Liquidation Event and all other Awards shall become fully vested and nonforfeitable as of the effective time of the Liquidation Event, except as the Committee may otherwise specify with
respect to particular Awards in the relevant Award documentation, and Awards with conditions and restrictions relating to the attainment of Performance Goals may become vested and nonforfeitable in connection with a Liquidation Event in the
Committee’s discretion. Upon the effective time of the Liquidation Event, the Plan and all outstanding Awards granted hereunder shall terminate. In the event of such termination, each grantee shall be permitted, within a specified period of
time prior to the consummation of the Liquidation Event as determined by the Committee, to exercise all outstanding Options and Stock Appreciation Rights held by such grantee, including those that will become exercisable upon the consummation of the
Liquidation Event; provided, however, that the exercise of Options and Stock Appreciation Rights not exercisable prior to the Liquidation Event shall be subject to the consummation of the Liquidation Event. 
 Notwithstanding anything to the contrary in this Section 3(d), in the event of a Sale Event pursuant to which holders of the Stock of the Company
will receive upon consummation thereof a cash payment for each share surrendered in the Sale Event, the Company shall have the right, but not the obligation, to make or provide for a cash payment to the grantees holding Options and Stock
Appreciation Rights, in exchange for the cancellation thereof, in an amount equal to the difference between (A) the Sale Price times the number of shares of Stock subject to outstanding Options and Stock Appreciation Rights (to the extent then
exercisable at prices not in excess of the Sale Price) and (B) the aggregate exercise price of all such outstanding Options and Stock Appreciation Rights. 
  

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 (e) Substitute Awards. The Committee may grant Awards under the Plan in substitution for stock and
stock based awards held by employees, directors or other key persons of another corporation in connection with the merger or consolidation of the employing corporation with the Company or a Subsidiary or the acquisition by the Company or a
Subsidiary of property or stock of the employing corporation. The Committee may direct that the substitute awards be granted on such terms and conditions as the Committee considers appropriate in the circumstances. Any substitute Awards granted
under the Plan shall not count against the share limitation set forth in Section 3(a). 
 SECTION 4. ELIGIBILITY 
 Grantees under the Plan will be such full or part-time officers and other employees, Non-Employee Directors and key persons (including consultants and
prospective employees) of the Company and its Subsidiaries as are selected from time to time by the Committee in its sole discretion. 
 SECTION 5. STOCK
OPTIONS 
 Any Stock Option granted under the Plan shall be in such form as the Committee may from time to time approve. 
 Stock Options granted under the Plan may be either Incentive Stock Options or Non-Qualified Stock Options. Incentive Stock Options may be granted only to
employees of the Company or any Subsidiary that is a “subsidiary corporation” within the meaning of Section 424(f) of the Code. Stock Options granted to individuals who, as of the date of grant, are Non-employee Directors,
consultants, persons not yet employees of the Company or any Subsidiary and other service providers shall be Non-Qualified Stock Options. To the extent that any Option does not qualify as an Incentive Stock Option, it shall be deemed a Non-Qualified
Stock Option. The Committee and the Company shall have no liability if a Stock Option or any part thereof that is intended to be an Incentive Stock Option fails to qualify as such. 
 (a) Stock Options Granted to Employees and Key Persons. The Committee in its discretion may grant Stock Options to eligible employees and key
persons of the Company or any Subsidiary. Stock Options granted pursuant to this Section 5(a) shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent with the terms of the
Plan, as the Committee shall deem desirable. If the Committee so determines, Stock Options may be granted in lieu of cash compensation at the optionee’s election, subject to such terms and conditions as the Committee may establish. 

(i) Exercise Price. The exercise price per share for the Stock covered by a Stock Option granted pursuant to this
Section 5(a) shall be determined by the Committee at the time of grant but shall not be less than one hundred percent (100%) of the Fair Market Value on the date of grant. In the case of an Incentive Stock Option that is granted to a Ten
Percent Owner, the option price of such Incentive Stock Option shall be not less than one hundred ten percent (110%) of the Fair Market Value on the grant date. 
  

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 (ii) Option Term. The term of each Stock Option shall be fixed by the Committee,
but no Stock Option shall be exercisable more than ten (10) years after the date the Stock Option is granted. In the case of an Incentive Stock Option that is granted to a Ten Percent Owner, the term of such Stock Option shall be no more than
five (5) years from the date of grant. 
 (iii) Exercisability; Rights of a Stockholder. Stock Options shall
become exercisable at such time or times, whether or not in installments, as shall be determined by the Committee at or after the grant date. The Committee may at any time accelerate the exercisability of all or any portion of any Stock Option. An
optionee shall have the rights of a stockholder only as to shares acquired upon the exercise of a Stock Option and not as to unexercised Stock Options. 
 (iv) Method of Exercise. Stock Options may be exercised in whole or in part, by giving written notice of exercise to the Company, specifying the number of shares to be purchased. Payment of the purchase price
may be made by one or more of the following methods to the extent provided in the Option Award Agreement: 
 (A) In cash, by
certified or bank check or other instrument acceptable to the Committee; 
 (B) Through the delivery (or attestation to the
ownership) of shares of Stock that have been purchased by the optionee on the open market or that are beneficially owned by the optionee and are not then subject to restrictions under any Company plan. Such surrendered shares shall be valued at Fair
Market Value on the exercise date. To the extent required to avoid variable accounting treatment under FAS 123R or other applicable accounting rules, such surrendered shares shall have been owned by the optionee for at least six (6) months; or

 (C) By the optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to
a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company for the purchase price; provided that in the event the optionee chooses to pay the purchase price as so provided, the optionee and the broker
shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Committee shall prescribe as a condition of such payment procedure. 
 Payment instruments will be received subject to collection. The transfer to the optionee on the records of the Company or of the transfer agent of the
shares of Stock to be purchased pursuant to the exercise of a Stock Option will be contingent upon receipt from the optionee (or a purchaser acting in his or her stead in accordance with the provisions of the Stock Option) by the Company of the full
purchase price for such shares and the fulfillment of any other requirements contained in the Option Award Agreement or applicable provisions of laws (including the satisfaction of any withholding taxes that the Company is obligated to withhold with
respect to the optionee). In the event an optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the optionee upon the exercise of the Stock Option
shall be net of the number of shares attested to. 

  

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In the event that the Company establishes, for itself or using the services of a third party, an automated system for the exercise of Stock Options, such as
a system using an internet website or interactive voice response, then the paperless exercise of Stock Options may be permitted through the use of such an automated system. 
 (v) Annual Limit on Incentive Stock Options. To the extent required for “incentive stock option” treatment under
Section 422 of the Code, the aggregate Fair Market Value (determined as of the time of grant) of the shares of Stock with respect to which Incentive Stock Options granted under this Plan and any other plan of the Company or its parent and
subsidiary corporations become exercisable for the first time by an optionee during any calendar year shall not exceed $100,000. To the extent that any Stock Option exceeds this limit, it shall constitute a Non-Qualified Stock Option. 
 (b) Stock Options Granted to Non-Employee Directors. 
 (i) Grant of Options. 
 (A) The Committee, in its discretion, may grant Non-Qualified
Stock Options to Non-Employee Directors upon their election or re-election to the Board. Any such grant may vary among individual Non-Employee Directors. 
 (B) The exercise price per share for the Stock covered by a Stock Option granted under this Section 5(b) shall be equal to the Fair Market Value of the Stock on the date the Stock Option is granted. 

(ii) Exercise; Termination. 
 (A) Unless otherwise determined by the Committee, an Option granted under Section 5(b) shall be exercisable over a period of four (4) years with twenty five percent (25%) of the shares of Stock
exercisable on the first anniversary of the grant date and the remaining shares of Stock vesting in twelve equal installments on each three-month anniversary thereafter. An Option issued under this Section 5(b) shall not be exercisable after
the expiration of ten (10) years from the date of grant. 
 (B) Options granted under this Section 5(b) may be
exercised only by written notice to the Company specifying the number of shares to be purchased. Payment of the full purchase price of the shares to be purchased may be made by one or more of the methods specified in Section 5(a)(iv). An
optionee shall have the rights of a stockholder only as to shares acquired upon the exercise of a Stock Option and not as to unexercised Stock Options. 
 SECTION 6. STOCK APPRECIATION RIGHTS 
 (a) Exercise Price of Stock Appreciation Rights. The exercise price of a Stock
Appreciation Right shall not be less than one hundred percent (100%) of the Fair Market Value of the Stock on the date of grant (or more than the Stock Option exercise price per share, if the Stock Appreciation Right was granted in tandem with
a Stock Option). 
  

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 (b) Grant and Exercise of Stock Appreciation Rights. Stock Appreciation Rights may be granted by
the Committee in tandem with, or independently of, any Stock Option granted pursuant to Section 5 of the Plan. In the case of a Stock Appreciation Right granted in tandem with a Non-Qualified Stock Option, such Stock Appreciation Right may be
granted either at or after the time of the grant of such Option. In the case of a Stock Appreciation Right granted in tandem with an Incentive Stock Option, such Stock Appreciation Right may be granted only at the time of the grant of the Option.

 A Stock Appreciation Right or applicable portion thereof granted in tandem with a Stock Option shall terminate and no longer be
exercisable upon the termination or exercise of the related Option. 
 (c) Terms and Conditions of Stock Appreciation Rights. Stock
Appreciation Rights shall be subject to such terms and conditions as shall be determined from time to time by the Committee, subject to the following: 
 (i) Stock Appreciation Rights granted in tandem with Options shall be exercisable at such time or times and to the extent that the related Stock Options shall be exercisable. 
 (ii) Upon exercise of a Stock Appreciation Right, the applicable portion of any related Option shall be surrendered. 
 SECTION 7. RESTRICTED STOCK AWARDS 
 (a) Nature of
Restricted Stock Awards. The Committee shall determine the restrictions and conditions applicable to each Restricted Stock Award at the time of grant. Conditions may be based on continuing employment (or other service relationship) and/or
achievement of pre-established Performance Goals. The grant of a Restricted Stock Award is contingent on the grantee executing a Restricted Stock Award Agreement. The terms and conditions of each such Award Agreement shall be determined by the
Committee, and such terms and conditions may differ among individual Awards and grantees. 
 (b) Rights as a Stockholder. Upon
execution of the Restricted Stock Award Agreement and payment of any applicable purchase price, a grantee shall have the rights of a stockholder with respect to the voting of the Restricted Stock, subject to such conditions contained in the
Restricted Stock Award Agreement. Unless the Committee shall otherwise determine, (i) uncertificated Restricted Stock shall be accompanied by a notation on the records of the Company or the transfer agent to the effect that they are subject to
forfeiture until such Restricted Stock are vested as provided in Section 7(d) below, and (ii) certificated Restricted Stock shall remain in the possession of the Company until such Restricted Stock is vested as provided in
Section 7(d) below, and the grantee shall be required, as a condition of the grant, to deliver to the Company such instruments of transfer as the Committee may prescribe. 
 (c) Restrictions. Restricted Stock may not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of except as specifically
provided herein or in the Restricted Stock Award Agreement. Except as may otherwise be provided by the Committee either in the Award Agreement or, subject to Section 16 below, in writing after the Award Agreement is 

  

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issued, if any, if a grantee’s employment (or other service relationship) with the Company and its Subsidiaries terminates for any reason, any
Restricted Stock that has not vested at the time of termination shall automatically and without any requirement of notice to such grantee from or other action by or on behalf of, the Company be deemed to have been reacquired by the Company at its
original purchase price from such grantee or such grantee’s legal representative simultaneously with such termination of employment (or other service relationship), and thereafter shall cease to represent any ownership of the Company by the
grantee or rights of the grantee as a stockholder. Following such deemed reacquisition of unvested Restricted Stock that are represented by physical certificates, a grantee shall surrender such certificates to the Company upon request without
consideration. 
 (d) Vesting of Restricted Stock. The Committee at the time of grant shall specify the date or dates and/or the
attainment of pre-established Performance Goals and other conditions on which the non-transferability of the Restricted Stock and the Company’s right of repurchase or forfeiture shall lapse. Notwithstanding the foregoing and except as otherwise
provided by the Committee, in the event that any such Restricted Stock shall be conditioned upon achievement of Performance Goals, the Performance Cycle with respect to such shares shall not be less than one (1) year, and in the event any such
Restricted Stock shall have a time-based restriction, the total restriction period with respect to such shares shall not be less than three (3) years; provided, however, that Restricted Stock with a time-based restriction may
become vested incrementally (on an annual or other basis) over such period. Subsequent to such date or dates and/or the attainment of such pre-established Performance Goals and other conditions, the shares on which all restrictions have lapsed shall
no longer be Restricted Stock and shall be deemed “vested.” Except as may otherwise be provided by the Committee either in the Award Agreement or, subject to Section 16 below, in writing after the Award Agreement is issued, a
grantee’s rights in any shares of Restricted Stock that have not vested shall automatically terminate upon the grantee’s termination of employment (or other service relationship) with the Company and its Subsidiaries and such shares shall
be subject to the provisions of Section 7(c) above. 
 SECTION 8. DEFERRED STOCK AWARDS 
 (a) Nature of Deferred Stock Awards. The Committee shall determine the restrictions and conditions applicable to each Deferred Stock Award at the
time of grant. Conditions may be based on continuing employment (or other service relationship) and/or achievement of pre-established Performance Goals. The grant of a Deferred Stock Award is contingent on the grantee executing a Deferred Stock
Award Agreement. The terms and conditions of each such Award Agreement shall be determined by the Committee, and such terms and conditions may differ among individual Awards and grantees. Notwithstanding the foregoing and except as otherwise
provided by the Committee, in the event that any such Deferred Stock Award shall be conditioned upon achievement of Performance Goals, the restriction period with respect to such Award shall not be less than one (1) year, and in the event any
such Deferred Stock Award shall have a time-based restriction, the total restriction period with respect to such Award shall not be less than three (3) years; provided, however, that any Deferred Stock Award with a time-based
restriction may become vested incrementally (on an annual or other basis) over such period. At the end of the deferral period, the Deferred Stock Award, to the extent vested, shall be paid to the grantee in the form of shares of Stock. 

 

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 (b) Rights as a Stockholder. During the deferral period, a grantee shall have no rights as a
stockholder; provided, however, that the grantee may be credited with Dividend Equivalent Rights with respect to the phantom stock units underlying his or her Deferred Stock Award, subject to such terms and conditions as the Committee
may determine. 
 (c) Termination. Except as may otherwise be provided by the Committee either in the Award Agreement or, subject to
Section 16 below, in writing after the Award Agreement is issued, a grantee’s right in all Deferred Stock Awards that have not vested shall automatically terminate upon the grantee’s termination of employment (or cessation of service
relationship) with the Company and its Subsidiaries for any reason. 
 SECTION 9. UNRESTRICTED STOCK AWARDS 
 Grant or Sale of Unrestricted Stock. The Committee may, in its sole discretion, grant (or sell at par value or such higher purchase price
determined by the Committee) an Unrestricted Stock Award under the Plan. Unrestricted Stock Awards may be granted in respect of past services or other valid consideration, or in lieu of cash compensation due to such grantee. 
 SECTION 10. CASH-BASED AWARDS 
 Grant of
Cash-based Awards. The Committee may, in its sole discretion, grant Cash-based Awards to any grantee in such number or amount and upon such terms, and subject to such conditions, as the Committee shall determine at the time of grant. The
Committee shall determine the maximum duration of the Cash-based Award, the amount of cash to which the Cash-based Award pertains, the conditions upon which the Cash-based Award shall become vested or payable, and such other provisions as the
Committee shall determine. Each Cash-based Award shall specify a cash-denominated payment amount, formula or payment ranges as determined by the Committee. Payment, if any, with respect to a Cash-based Award shall be made in accordance with the
terms of the Award and may be made in cash or in shares of Stock, as the Committee determines. 
 SECTION 11. PERFORMANCE-BASED AWARDS 
 (a) Performance-based Awards. Any employee or other key person providing services to the Company and who is selected by the Committee may be
granted one or more Performance-based Awards in the form of a Restricted Stock Award, Deferred Stock Award or Cash-based Award payable upon the attainment of Performance Goals that are established by the Committee and relate to one or more of the
Performance Goals, in each case on a specified date or dates or over any period or periods determined by the Committee. The Committee shall define in an objective fashion the manner of calculating the Performance Criteria it selects to use for any
Performance Period. Depending on the Performance Criteria used to establish such Performance Goals, the Performance Goals may be expressed in terms of overall Company performance or the performance of a division, business unit, or an individual. The
Committee, in its discretion, may adjust or modify the calculation of Performance Goals for such Performance Period in order to prevent the dilution or enlargement of the rights of an individual: (i) in the event of, or in anticipation of, any
unusual or extraordinary corporate item, transaction, event or development; (ii) in recognition of, or in anticipation of, any other unusual or nonrecurring 

  

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events affecting the Company, or the financial statements of the Company; or (iii) in response to, or in anticipation of, changes in applicable laws,
regulations, accounting principles, or business conditions; provided, however, that the Committee may not exercise such discretion in a manner that would increase the Performance-based Award granted to an employee. Each
Performance-based Award shall comply with the provisions set forth below. 
 (b) Grant of Performance-based Awards. With respect to
each Performance-based Award, the Committee shall select, within the first ninety (90) days of a Performance Cycle (or, if shorter, within the maximum period allowed under Section 162(m) of the Code) the Performance Criteria for such
grant, and the Performance Goals with respect to each Performance Criterion (including a threshold level of performance below which no amount will become payable with respect to such Award). Each Performance-based Award will specify the amount
payable, or the formula for determining the amount payable, upon achievement of the various applicable Performance Goals. The Performance Criteria established by the Committee may be (but need not be) different for each Performance Cycle and
different Performance Goals may be applicable to Performance-based Awards to different employees. 
 (c) Payment of Performance-based
Awards. Following the completion of a Performance Cycle, the Committee shall meet to review and determine whether, and to what extent, the Performance Goals for the Performance Cycle have been achieved and, if so, to also calculate the amount of
the Performance-based Awards earned for the Performance Cycle. The Committee shall then determine the actual size of each employee’s Performance-based Award, and, in doing so, may reduce or eliminate the amount of the Performance-based Award
for an employee if, in its sole judgment, such reduction or elimination is appropriate. 
 (d) Maximum Award Payable. The maximum
Performance-based Award payable to any one employee under the Plan with respect to any calendar year is three million two hundred forty nine thousand four hundred (3,249,400) Shares (subject to adjustment as provided in Section 3(c) hereof) or
$1,000,000 in the case of a Performance-based Award that is a Cash-based Award. 
 SECTION 12. TRANSFERABILITY OF AWARDS 
 (a) Transferability. Except as provided in Section 12(b) below, during a grantee’s lifetime, his or her Awards shall be exercisable only
by the grantee, or by the grantee’s legal representative or guardian in the event of the grantee’s incapacity. No Awards shall be sold, assigned, transferred or otherwise encumbered or disposed of by a grantee other than by will or by the
laws of descent and distribution. No Awards shall be subject, in whole or in part, to attachment, execution, or levy of any kind, and any purported transfer in violation hereof shall be null and void. 
 (b) Committee Action. Notwithstanding Section 12(a), the Committee, in its discretion, may provide either in the Award Agreement regarding a
given Award or by subsequent written approval that the grantee (who is an employee or director) may transfer his or her Awards (other than any Incentive Stock Options) to his or her immediate family members, to trusts for the benefit of such family
members, or to partnerships in which such family members are the only partners, provided that the transferee agrees in writing with the Company to be bound by all of the terms and conditions of this Plan and the applicable Award. 

 

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 (c) Family Member. For purposes of Section 12(b), “family member” shall
mean: a grantee’s child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive
relationships; any person sharing the grantee’s household (other than a tenant of the grantee); a trust in which these persons (or the grantee) have more than fifty percent (50%) of the beneficial interest; a foundation in which these
persons (or the grantee) control the management of assets; and any other entity in which these persons (or the grantee) own more than fifty percent (50%) of the voting interests. 
 (d) Designation of Beneficiary. Each grantee to whom an Award has been made under the Plan may designate a beneficiary or beneficiaries to
exercise any Award or receive any payment under any Award payable on or after the grantee’s death. Any such designation shall be on a form provided for that purpose by the Committee and shall not be effective until received by the Committee. If
no beneficiary has been designated by a deceased grantee, or if the designated beneficiaries have predeceased the grantee, the beneficiary shall be the grantee’s estate. 
 SECTION 13. TAX WITHHOLDING 
 (a) Payment by Grantee. Each grantee shall, no later than the
date as of which the value of an Award or of any Stock or other amounts received thereunder first becomes includable in the gross income of the grantee for Federal income tax purposes, pay to the Company, or make arrangements satisfactory to the
Committee regarding payment of, any Federal, state, or local taxes of any kind required by law to be withheld by the Company with respect to such income. The Company and its Subsidiaries shall, to the extent permitted by law, have the right to
deduct any such taxes from any payment of any kind otherwise due to the grantee. The Company’s obligation to deliver evidence of book entry (or stock certificates) to any grantee is subject to and conditioned on tax withholding obligations
being satisfied by the grantee. 
 (b) Payment in Stock. Subject to approval by the Committee, a grantee may elect to have the
Company’s minimum required tax withholding obligation satisfied, in whole or in part, by (i) authorizing the Company to withhold from shares of Stock to be issued pursuant to any Award a number of shares with an aggregate Fair Market Value
(as of the date the withholding is effected) that would satisfy the withholding amount due, or (ii) transferring to the Company shares of Stock owned by the grantee with an aggregate Fair Market Value (as of the date the withholding is
effected) that would satisfy the withholding amount due. 
 SECTION 14. COMPLIANCE WITH SECTION 409A 
 Notwithstanding any other provision of the Plan or any Award to the contrary, the Plan and every Award hereunder shall be construed, administered and
enforced as necessary to comply with applicable requirements of Section 409A of the Code and the Treasury and IRS rulings and regulations issued thereunder, so that no grantee shall (without such grantee’s express written consent) incur
any of the additional tax or interest liabilities of Section 409A(a)(i)(B) of the Code with respect to any Award. The Plan and each Award are hereby modified and limited as necessary to comply with applicable requirements of Section 409A.
Notwithstanding the foregoing, the Company shall not be liable for any amounts owing as a 

  

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result of the failure of the non-compliance of an Award with Section 409A. Without limitation of the foregoing, if any Award would fail to comply with
the requirements of Section 409A of the Code if it (a) were payable other than upon one or more of the events described in Section 409A(a)(2) of the Code; (b) such Award is payable in the event of separation from service, and
(c) the Award grantee is a “specified employee” (as defined in Treas. Regs. Section 1.409A-1(i)) as of the date of separation from service, then except to the extent permitted in the Regulations under Section 409A, any
exercise or distribution of the Award that would otherwise have been made upon separation from service may not be made before the date that is six (6) months after the date of separation from service. 
 SECTION 15. TRANSFER, LEAVE OF ABSENCE, ETC. 
 For
purposes of the Plan, the following events shall not be deemed a termination of employment: 
 (a) a transfer to the employment of the
Company from a Subsidiary or from the Company to a Subsidiary, or from one Subsidiary to another; or 
 (b) an approved leave of absence for
military service or sickness, or for any other purpose approved by the Company, if the employee’s right to re-employment is guaranteed either by a statute or by contract or under the policy pursuant to which the leave of absence was granted or
if the Committee otherwise so provides in writing. 
 SECTION 16. AMENDMENTS AND TERMINATION 
 The Board may, at any time, amend or discontinue the Plan and the Committee may, at any time, amend or cancel any outstanding Award for the purpose of
satisfying changes in law or for any other lawful purpose, but no such action shall adversely affect rights under any outstanding Award without the holder’s consent. Except as provided in Section 3(c) or 3(d), in no event may the Committee
exercise its discretion to reduce the exercise price of outstanding Stock Options or Stock Appreciation Rights or effect repricing through cancellation and re-grants. Any material Plan amendments (other than amendments that curtail the scope of the
Plan), including any Plan amendments that (i) increase the number of shares reserved for issuance under the Plan, (ii) expand the type of Awards available under, materially expand the eligibility to participate in, or materially extend the
term of, the Plan, or (iii) materially change the method of determining Fair Market Value, shall be subject to approval by the Company stockholders entitled to vote at a meeting of stockholders. In addition, to the extent determined by the
Committee to be required by the Code to ensure that Incentive Stock Options granted under the Plan are qualified under Section 422 of the Code or to ensure that compensation earned under Awards qualifies as performance-based compensation under
Section 162(m) of the Code, Plan amendments shall be subject to approval by the Company stockholders entitled to vote at a meeting of stockholders. Nothing in this Section 16 shall limit the Committee’s authority to take any action
permitted pursuant to Section 3(d). 
 SECTION 17. STATUS OF PLAN 
 With respect to the portion of any Award that has not been exercised and any payments in cash, Stock or other consideration not received by a grantee, a grantee shall have no rights 

  

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greater than those of a general creditor of the Company unless the Committee shall otherwise expressly determine in connection with any Award or Awards. In
its sole discretion, the Committee may authorize the creation of trusts or other arrangements to meet the Company’s obligations to deliver Stock or make payments with respect to Awards hereunder, provided that the existence of such
trusts or other arrangements is consistent with the foregoing sentence. 
 SECTION 18. GENERAL PROVISIONS 
 (a) No Distribution. The Committee may require each person acquiring Stock pursuant to an Award to represent to and agree with the Company in
writing that such person is acquiring the shares without a view to distribution thereof, and to make such other representations and warranties as the Committee may determine to be reasonable and appropriate. 
 (b) Delivery of Stock Certificates. Stock certificates to grantees under this Plan shall be deemed delivered for all purposes when the Company or
a stock transfer agent of the Company shall have mailed such certificates in the United States mail, addressed to the grantee, at the grantee’s last known address on file with the Company. Uncertificated Stock shall be deemed delivered for all
purposes when the Company or a Stock transfer agent of the Company shall have given to the grantee by electronic mail (with proof of receipt) or by United States mail, addressed to the grantee, at the grantee’s last known address on file with
the Company, notice of issuance and recorded the issuance in its records (which may include electronic “book entry” records). Notwithstanding anything herein to the contrary, the Company shall not be required to issue or deliver any
certificates evidencing shares of Stock pursuant to the exercise of any Award, unless and until the Board has determined, with advice of counsel (to the extent the Board deems such advice necessary or advisable), that the issuance and delivery of
such certificates is in compliance with all applicable laws, regulations of governmental authorities and, if applicable, the requirements of any exchange on which the shares of Stock are listed, quoted or traded. All Stock certificates delivered
pursuant to the Plan shall be subject to any stop-transfer orders and other restrictions as the Committee deems necessary or advisable to comply with federal, state or foreign jurisdiction, securities or other laws, rules and quotation system on
which the Stock is listed, quoted or traded. The Committee may place legends on any Stock certificate to reference restrictions applicable to the Stock. In addition to the terms and conditions provided herein, the Board may require that an
individual make such reasonable covenants, agreements, and representations as the Board, in its discretion, deems necessary or advisable in order to comply with any such laws, regulations, or requirements. The Committee shall have the right to
require any individual to comply with any timing or other restrictions with respect to the settlement or exercise of any Award, including a window-period limitation, as may be imposed in the discretion of the Committee. 
 (c) Stockholder Rights. Until Stock is deemed delivered in accordance with Section 18(b), no right to vote or receive dividends or any other
rights of a stockholder will exist with respect to shares of Stock to be issued in connection with an Award, notwithstanding the exercise of a Stock Option or any other action by the grantee with respect to an Award. 
 (d) Other Compensation Arrangements; No Employment Rights. Nothing contained in this Plan shall prevent the Board from adopting other or
additional compensation 

  

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arrangements, including trusts, and such arrangements may be either generally applicable or applicable only in specific cases. The adoption of this Plan and
the grant of Awards do not confer upon any employee any right to continued employment with the Company or any Subsidiary. 
 (e) Trading
Policy Restrictions. Option exercises and other Awards under the Plan shall be subject to such Company’s insider trading policy and procedures, as in effect from time to time. 
 (f) Forfeiture of Awards under Sarbanes-Oxley Act. If the Company is required to prepare an accounting restatement due to the material
noncompliance of the Company, as a result of misconduct, with any financial reporting requirement under applicable securities laws, then any grantee who is one of the individuals subject to automatic forfeiture under Section 304 of the
Sarbanes-Oxley Act of 2002 shall reimburse the Company for the amount of any Award received by such individual under the Plan during the 12-month period following the first public issuance or filing with the United States Securities and Exchange
Commission, as the case may be, of the financial document embodying such financial reporting requirement. 
 SECTION 19. EFFECTIVE DATE OF PLAN

 This Plan shall become effective upon approval by the holders of a majority of the votes cast at a meeting of stockholders at which a
quorum is present. No grants of Stock Options and other Awards may be made hereunder after the tenth (10th) anniversary of the Effective Date and no grants of Incentive Stock Options may be made hereunder after the tenth (10th) anniversary
of the date the Plan is approved by the Board. 
 SECTION 20. GOVERNING LAW 
 This Plan and all Awards and actions taken thereunder shall be governed by, and construed in accordance with, the laws of the Commonwealth of
Massachusetts, applied without regard to conflict of law principles. 
 DATE APPROVED BY BOARD OF DIRECTORS: September 20, 2007. 

DATE APPROVED BY STOCKHOLDERS: _________, 2007. 
  

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 SCHEDULE OF AMENDMENTS 
  

					
	 Approving Party
	 	 Date
	 	 Nature of Amendment

	Board of Directors	 	September 21, 2007	 	Adjusted number of shares for grant and made certain clarifying changes to effect a 1:1.3 forward stock split

  

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