1999 Stock Option Plan



 Exhibit 10.1 
 PROTEIN DESIGN LABS, INC. 
 1999 STOCK OPTION PLAN 
 1. ESTABLISHMENT, PURPOSE AND TERM OF
PLAN. 
 1.1 Establishment. The Protein Design Labs, Inc. 1999 Stock Option Plan
(the “Plan”) is hereby established effective as of the date on which it is approved by the stockholders of the Company (the “Effective Date”). 
 1.2 Purpose. The purpose of the Plan is to advance the interests of the Participating Company Group and its stockholders by providing an incentive
to attract, retain and reward Persons performing services for the Participating Company Group and by motivating such Persons to contribute to the goals of the Participating Company Group. 
 1.3 Term of Plan. The Plan shall continue in effect until the earlier of its termination by the Board or the date on which all of the shares of
Stock available for issuance under the Plan have been issued and all restrictions on such shares under the terms of the Plan and the agreements evidencing Options granted under the Plan have lapsed. However, all Incentive Stock Options shall be
granted, if at all, within ten (10) years from the Effective Date. 
 2. DEFINITIONS AND
CONSTRUCTION. 
 2.1 Definitions. Whenever used herein, the following terms shall
have their respective meanings set forth below: 
 (a) “Board” means the Board of Directors of the
Company. 
 (b) “Code” means the Internal Revenue Code of 1986, as amended, and any applicable
regulations promulgated thereunder. 
 (c) “Company” means Protein Design Labs, Inc., a Delaware
corporation, or any successor corporation thereto. 
 (d) “Consultant” means any Person, including an
advisor, engaged by a Participating Company to render services other than as an Employee or a Director. 
 (e)
“Director” means a member of the Board. 
 (f) “Disability”
means the permanent and total disability of the Optionee within the meaning of Section 22(e)(3) of the Code. 
 (g)
“Employee” means any Person treated as an employee in the records of a Participating Company and, with respect to any Incentive Stock Option granted to 
  

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 such Person, who is an employee for purposes of Section 422 of the Code; provided, however, that neither service as
a Director nor payment of a director’s fee shall be sufficient to constitute employment for purposes of the Plan. 
 (h)
“Exchange Act” means the Securities Exchange Act of 1934, as amended. 
 (i) “Fair
Market Value” means, as of any date, the value of a share of Stock or other property as determined by the Board, in its discretion, subject to the following: 
 (i) If, on such date, the Stock is listed on a national or regional securities exchange or market system, the Fair Market Value of a share of Stock shall
be the closing sale price of a share of Stock (or the mean of the closing bid and asked prices of a share of Stock if the Stock is so quoted instead) as quoted on the Nasdaq National Market, The Nasdaq SmallCap Market or such other national or
regional securities exchange or market system constituting the primary market for the Stock, as reported in the Wall Street Journal or such other source as the Board deems reliable. If the relevant date does not fall on a day on which the
Stock has traded on such securities exchange or market system, the date on which the Fair Market Value shall be established shall be the last day on which the Stock was so traded prior to the relevant date, or such other appropriate day as shall be
determined by the Board, in its discretion. 
 (ii) If, on such date, the Stock is not listed on a national or regional securities exchange
or market system, the Fair Market Value of a share of Stock shall be as determined by the Board without regard to any restriction other than a restriction which, by its terms, will never lapse. 
 (j) “Incentive Stock Option” means an Option intended to be (as set forth in the Option Agreement) and which
qualifies as an incentive stock option within the meaning of Section 422(b) of the Code. 
 (k)
“Insider” means an officer or a Director of the Company or any other Person whose transactions in Stock are subject to Section 16 of the Exchange Act. 
 (l) “Nonstatutory Stock Option” means an Option not intended to be (as set forth in the Option Agreement) or which
does not qualify as an Incentive Stock Option. 
 (m) “Option” means a right to purchase Stock
(subject to adjustment as provided in Section 4.2) pursuant to the terms and conditions of the Plan. An Option may be either an Incentive Stock Option or a Nonstatutory Stock Option. 
 (n) “Option Agreement” means a written agreement between the Company and an Optionee setting forth the terms, conditions
and restrictions of the Option granted to the Optionee and any shares of Stock acquired upon the exercise thereof. 
 (o)
“Optionee” means a Person who has been granted one or more Options. 
  

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 (p) “Parent Corporation” means any present or future “parent
corporation” of the Company, as defined in Section 424(e) of the Code. 
 (q) “Participating
Company” means the Company or any Parent Corporation or Subsidiary Corporation. 
 (r) “Participating
Company Group” means, at any point in time, all corporations collectively which are then Participating Companies. 
 (s)
“Person” means a natural person. 
 (t) “Predecessor Plan” means the Protein
Design Labs, Inc. 1991 Stock Option Plan as in effect immediately prior to the Predecessor Plan Termination Date. 
 (u)
“Predecessor Plan Termination Date” means the earlier of December 11, 2001 or the date on which the Predecessor Plan is terminated in accordance with its terms. 
 (v) “Section 162(m)” means Section 162(m) of the Code. 
 (w) “Securities Act” means the Securities Act of 1933, as amended. 
 (x) “Service” means an Optionee’s employment or service with the Participating Company Group, whether in the
capacity of an Employee, a Director or a Consultant. Unless otherwise provided by the Board, an Optionee’s Service shall not be deemed to have terminated merely because of a change in the capacity in which the Optionee renders Service to the
Participating Company Group or a change in the Participating Company for which the Optionee renders such Service, provided that there is no interruption or termination of the Optionee’s Service. Furthermore, an Optionee’s Service with the
Participating Company Group shall not be deemed to have terminated if the Optionee takes any bona fide leave of absence approved by the Company; provided, however, that if any such leave exceeds ninety (90) days, on the one hundred eighty-first
(181st) day following the commencement of such leave any Incentive Stock Option held by the Optionee shall cease to be treated as an Incentive Stock Option and instead shall be treated thereafter as a Nonstatutory Stock Option unless the
Optionee’s right to return to Service with the Participating Company Group is guaranteed by statute or contract. Notwithstanding the foregoing, unless otherwise required by law, the Company may provide that an approved leave of absence shall
not be treated as Service for purposes of determining vesting under the Optionee’s Option Agreement. An Optionee’s Service shall be deemed to have terminated either upon an actual termination of Service or upon the corporation for which
the Optionee performs Service ceasing to be a Participating Company. Subject to the foregoing, the Company, in its discretion, shall determine whether an Optionee’s Service has terminated and the effective date of such termination. 

(y) “Stock” means the common stock of the Company, as adjusted from time to time in accordance with Section 4.2.

  

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 (z) “Subsidiary Corporation” means any present or future
“subsidiary corporation” of the Company, as defined in Section 424(f) of the Code. 
 (aa) “Ten Percent
Owner Optionee” means an Optionee who, at the time an Option is granted to the Optionee, owns stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of a Participating Company
within the meaning of Section 422(b)(6) of the Code. 
 2.2 Construction. Captions and titles contained herein are for
convenience only and shall not affect the meaning or interpretation of any provision of the Plan. Except when otherwise indicated by the context, the singular shall include the plural and the plural shall include the singular. Use of the term
“or” is not intended to be exclusive, unless the context clearly requires otherwise. 
 3.
ADMINISTRATION. 
 3.1 Administration by the Board. The Plan
shall be administered by the Board. All questions of interpretation of the Plan or of any Option shall be determined by the Board, and such determinations shall be final and binding upon all Persons having an interest in the Plan or such Option.

 3.2 Authority of Officers. The Chief Executive Officer shall have the authority to act on behalf of the Company with respect to any
matter, right, obligation, determination or election which is the responsibility of or which is allocated to the Company herein. 
 3.3
Administration with Respect to Insiders. With respect to participation by Insiders in the Plan, at any time that any class of equity security of the Company is registered pursuant to Section 12 of the Exchange Act, the Plan
shall be administered in compliance with the requirements, if any, of Rule 16b-3 promulgated under the Exchange Act. 
 3.4 Committee
Complying with Section 162(m). If a Participating Company is a “publicly held corporation” within the meaning of Section 162(m), the Board may establish a committee of “outside directors” within the meaning of
Section 162(m) to approve the grant of any Option which might reasonably be anticipated to result in the payment of employee remuneration that would otherwise exceed the limit on employee remuneration deductible for income tax purposes pursuant
to Section 162(m). 
 3.5 Powers of the Board. In addition to any other powers set forth in the Plan and subject to
the provisions of the Plan, the Board shall have the full power and authority, in its discretion: 
 (a) to determine the Persons to whom,
and the time or times at which, Options shall be granted and the number of shares of Stock to be subject to each Option; 
  

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 (b) to designate Options as Incentive Stock Options or Nonstatutory Stock Options; 
 (c) to determine the Fair Market Value of shares of Stock or other property in the event such property is proposed as consideration for, or as
collateral for any promissory note given as, payment for the exercise of an Option; 
 (d) to determine the terms, conditions and
restrictions applicable to each Option (which need not be identical) and any shares of Stock acquired upon the exercise thereof, including, without limitation, (i) the exercise price of the Option, (ii) the method of payment for shares of
Stock purchased upon the exercise of the Option, (iii) the method for satisfaction of any tax withholding obligation arising in connection with the Option or such shares of Stock, including by the withholding or delivery of shares of Stock,
(iv) the timing, terms and conditions of the exercisability of the Option or the vesting of any shares of Stock acquired upon the exercise thereof, (v) the time of the expiration of the Option, (vi) the effect of the Optionee’s
termination of Service with the Participating Company Group on any of the foregoing, and (vii) all other terms, conditions and restrictions applicable to the Option or such shares of Stock not inconsistent with the terms of the Plan;

 (e) to approve one or more forms of Option Agreement; 
 (f) to amend, modify, extend, cancel, renew, or grant a new Option in substitution for, any Option or to waive any restrictions or conditions applicable to any Option or any shares acquired upon the exercise thereof;

 (g) to accelerate, continue, extend or defer the exercisability of any Option or the vesting of any shares acquired upon the exercise
thereof, including with respect to the period following an Optionee’s termination of Service with the Participating Company Group; 
 (h) to prescribe, amend or rescind rules, guidelines and policies relating to the Plan, or to adopt supplements to, or alternative versions of, the Plan, including, without limitation, as the Board deems necessary or desirable to comply
with the laws of, or to accommodate the tax policy or custom of, foreign jurisdictions whose citizens may be granted Options; and 
 (i) to
correct any defect, supply any omission or reconcile any inconsistency in the Plan or any Option Agreement and to make all other determinations and take such other actions with respect to the Plan or any Option as the Board may deem advisable to the
extent consistent with the Plan and applicable law. 
 4. SHARES SUBJECT TO
PLAN. 
 4.1 Maximum Number of Shares Issuable.
Subject to adjustment as provided in Section 4.2, the maximum aggregate number of shares of Stock that may be issued under the Plan shall be the sum of (a) nine hundred twenty-five thousand (925,000), (b) the 
  

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 number of shares that remained available for grant pursuant to the Predecessor Plan on the Predecessor Plan Termination
Date and (c) the number of unissued shares subject to each option outstanding under the Predecessor Plan on the Predecessor Plan Termination Date which for any reason expires or is terminated or canceled. Such shares shall consist of authorized
but unissued or reacquired shares of Stock or any combination thereof. Notwithstanding the foregoing, except as adjusted pursuant to Section 4.2, in no event shall more than nine hundred twenty-five thousand (925,000) shares of Stock be
cumulatively available for issuance pursuant to the exercise of Incentive Stock Options (the “ISO Share Limit”). If an outstanding Option for any reason expires or is terminated or canceled or if unvested shares
of Stock are acquired upon the exercise of an Option subject to a Company repurchase option and are repurchased by the Company, the shares of Stock allocable to the unexercised portion of such Option or such unvested repurchased shares of Stock
shall again be available for issuance under the Plan. 
 4.2 Adjustments for Changes in Capital Structure. In the event of any stock
dividend, stock split, reverse stock split, recapitalization, combination, reclassification or similar change in the capital structure of the Company, appropriate adjustments shall be made in the number and class of shares subject to the Plan and to
any outstanding Options, in the ISO Share Limit set forth in Section 4.1, in the Section 162(m) Grant Limit set forth in Section 5.4, and in the exercise price per share of any outstanding Options. If a majority of the shares which
are of the same class as the shares that are subject to outstanding Options are exchanged for, converted into, or otherwise become (whether or not pursuant to an Ownership Change Event, as defined in Section 8.1) shares of another corporation
(the “New Shares”), the Board may unilaterally amend the outstanding Options to provide that such Options are exercisable for New Shares. In the event of any such amendment, the number of shares subject to, and
the exercise price per share of, the outstanding Options shall be adjusted in a fair and equitable manner as determined by the Board, in its discretion. Notwithstanding the foregoing, any fractional share resulting from an adjustment pursuant to
this Section 4.2 shall be rounded down to the nearest whole number, and in no event may the exercise price of any Option be decreased to an amount less than the par value, if any, of the stock subject to the Option. The adjustments determined
by the Board pursuant to this Section 4.2 shall be final and binding. 
 5. ELIGIBILITY AND
OPTION LIMITATIONS. 
 5.1 Persons Eligible for
Options. Options may be granted only to Employees, Consultants and Directors. For purposes of the foregoing sentence, “Employees,” “Consultants” and “Directors” shall include prospective Employees,
prospective Consultants and prospective Directors to whom Options are granted in connection with written offers of employment or other service relationship with the Participating Company Group. Eligible Persons may be granted more than one
(1) Option. 
 5.2 Option Grant Restrictions. Any Person who is not an Employee on the effective date of the grant of an Option
to such Person may be granted only a Nonstatutory Stock Option. An Incentive Stock Option granted to a prospective Employee upon the condition that such Person become an Employee shall be deemed granted effective on the date such Person commences
service as an Employee with a Participating Company, with an exercise price determined as of such date in accordance with Section 6.1. 
  

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 5.3 Fair Market Value Limitation. To the extent that options designated as Incentive
Stock Options (granted under all stock option plans of the Participating Company Group, including the Plan) become exercisable by an Optionee for the first time during any calendar year for stock having an aggregate Fair Market Value greater than
One Hundred Thousand Dollars ($100,000), the portion of such options which exceeds such amount shall be treated as Nonstatutory Stock Options. For purposes of this Section 5.3, options designated as Incentive Stock Options shall be taken into
account in the order in which they were granted, and the Fair Market Value of stock shall be determined as of the time the option with respect to such stock is granted. If the Code is amended to provide for a different limitation from that set forth
in this Section 5.3, such different limitation shall be deemed incorporated herein effective as of the date and with respect to such Options as required or permitted by such amendment to the Code. If an Option is treated as an Incentive Stock
Option in part and as a Nonstatutory Stock Option in part by reason of the limitation set forth in this Section 5.3, the Optionee may designate which portion of such Option the Optionee is exercising. In the absence of such designation, the
Optionee shall be deemed to have exercised the Incentive Stock Option portion of the Option first. Separate certificates representing each such portion shall be issued upon the exercise of the Option. 
 5.4 Section 162(m) Grant Limit. Subject to adjustment as provided in Section 4.2, no Employee or prospective Employee shall be granted
one or more Options within any fiscal year of the Company which in the aggregate are for the purchase of more than four hundred thousand (400,000) shares (the “Section 162(m) Grant Limit”). An
Option which is canceled in the same fiscal year in which it was granted shall continue to be counted against the Section 162(m) Grant Limit for such period. 
 6. TERMS AND CONDITIONS OF OPTIONS. 
 Options shall be evidenced by Option Agreements specifying the number of shares of Stock covered thereby, in such form as the Board shall from time to
time establish. No Option or purported Option shall be a valid and binding obligation of the Company unless evidenced by a fully executed Option Agreement. Option Agreements may incorporate all or any of the terms of the Plan by reference and shall
comply with and be subject to the following terms and conditions: 
 6.1 Exercise Price. The exercise price for each
Option shall be established in the discretion of the Board; provided, however, that (a) the exercise price per share for an Incentive Stock Option shall be not less than the Fair Market Value of a share of Stock on the effective date of grant
of the Option and (b) no Incentive Stock Option granted to a Ten Percent Owner Optionee shall have an exercise price per share less than one hundred ten percent (110%) of the Fair Market Value of a share of Stock on the effective date of
grant of the Option. Notwithstanding the foregoing, an Incentive Stock Option may be granted with an exercise price lower than the minimum exercise price set forth above if such Option is granted pursuant to an assumption or substitution for another
option in a manner qualifying under the provisions of Section 424(a) of the Code. 
  

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 6.2 Exercise Period. Options shall be exercisable at such time or times, or upon such event or
events, and subject to such terms, conditions, performance criteria, and restrictions as shall be determined by the Board and set forth in the Option Agreement evidencing such Option; provided, however, that (a) no Incentive Stock Option shall
be exercisable after the expiration of ten (10) years after the effective date of grant of such Option, (b) no Incentive Stock Option granted to a Ten Percent Owner Optionee shall be exercisable after the expiration of five (5) years
after the effective date of grant of such Option, and (c) no Option granted to a prospective Employee, prospective Consultant or prospective Director may become exercisable prior to the date on which such Person commences Service with a
Participating Company. Subject to the foregoing, unless otherwise specified by the Board in the grant of an Option, any Option granted hereunder shall have a term of ten (10) years from the effective date of grant of the Option. 
 6.3 Payment of Exercise Price. 
 (a) Forms of Consideration Authorized. Except as otherwise provided below, payment of the exercise price for the number of shares of Stock being purchased pursuant to any Option shall be made (i) in cash, by check
or cash equivalent, (ii) by tender to the Company, or attestation to the ownership, of shares of Stock owned by the Optionee having a Fair Market Value not less than the exercise price, (iii) by the assignment of the proceeds of a sale or
loan with respect to some or all of the shares being acquired upon the exercise of the Option (including, without limitation, through an exercise complying with the provisions of Regulation T as promulgated from time to time by the Board of
Governors of the Federal Reserve System) (a “Cashless Exercise”), (iv) provided that the Optionee is an Employee and in the Board’s sole discretion at the time the Option is exercised, by cash for a
portion of the aggregate exercise price not less than the par value of the shares being acquired and the Optionee’s promissory note in a form approved by the Board for the balance of the aggregate exercise price, (v) by such other
consideration as may be approved by the Board from time to time to the extent permitted by applicable law, or (vi) by any combination thereof. The Board may at any time or from time to time, by approval of or by amendment to the standard forms
of Option Agreement described in Section 7, or by other means, grant Options which do not permit all of the foregoing forms of consideration to be used in payment of the exercise price or which otherwise restrict one or more forms of
consideration. 
 (b) Limitations on Forms of Consideration. 
 (i) Tender of Stock. Notwithstanding the foregoing, an Option may not be exercised by tender to the Company, or attestation to the ownership, of
shares of Stock to the extent such tender or attestation would constitute a violation of the provisions of any law, regulation or agreement restricting the redemption of the shares of Stock. Unless otherwise provided by the Board, an Option may not
be exercised by tender to the Company, or attestation to the ownership, of shares of Stock unless such shares either have been owned by the Optionee for more than six (6) months or were not acquired, directly or indirectly, from the Company.

  

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 (ii) Cashless Exercise. The Company reserves, at any and all times, the right, in the
Company’s sole and absolute discretion, to establish, decline to approve or terminate any program or procedures for the exercise of Options by means of a Cashless Exercise. 
 (iii) Payment by Promissory Note. No promissory note shall be permitted if the exercise of an Option using a promissory note would be a violation
of any law. Any permitted promissory note shall be on such terms as the Board shall determine. The Board shall have the authority to permit or require the Optionee to secure any promissory note used to exercise an Option with the shares of Stock
acquired upon the exercise of the Option or with other collateral acceptable to the Board. Unless otherwise provided by the Board, if the Company at any time is subject to the regulations promulgated by the Board of Governors of the Federal Reserve
System or any other governmental entity affecting the extension of credit in connection with the Company’s securities, any promissory note shall comply with such applicable regulations, and the Optionee shall pay the unpaid principal and
accrued interest, if any, to the extent necessary to comply with such applicable regulations. 
 6.4 Tax Withholding.
The Company shall have the right, but not the obligation, to deduct from the shares of Stock issuable upon the exercise of an Option, or to accept from the Optionee the tender of, a number of whole shares of Stock having a Fair Market Value equal to
all or any part of the federal, state, local and foreign taxes, if any, required by law to be withheld by the Participating Company Group with respect to such Option or the shares of Stock acquired upon the exercise thereof. Alternatively or in
addition, in its discretion, the Company shall have the right to require the Optionee, through payroll withholding, cash payment or otherwise, including by means of a Cashless Exercise, to make adequate provision for any such tax withholding
obligations of the Participating Company Group arising in connection with the Option or the shares of Stock acquired upon the exercise thereof. The Company shall have no obligation to deliver shares of Stock until the Participating Company
Group’s tax withholding obligations have been satisfied by the Optionee. 
 6.5 Effect of Termination of Service. 
 (a) Option Exercisability. Subject to earlier termination of the Option as otherwise provided herein and unless otherwise provided
by the Board in the grant of an Option and set forth in the Option Agreement, an Option shall be exercisable after an Optionee’s termination of Service as follows: 
 (i) Disability. If the Optionee’s Service with the Participating Company Group is terminated because of the Disability of the Optionee, the Option, to the extent unexercised and exercisable on the date on
which the Optionee’s Service terminated, may be exercised by the Optionee (or the Optionee’s guardian or legal representative) at any time prior to the expiration of twelve (12) months after the date on which the Optionee’s
Service terminated, but in any event no later than the date of expiration of the Option’s term as set forth in the Option Agreement evidencing such Option (the “Option Expiration Date”). 
  

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 (ii) Death. If the Optionee’s Service with the Participating Company Group is terminated
because of the death of the Optionee, the Option, to the extent unexercised and exercisable on the date on which the Optionee’s Service terminated, may be exercised by the Optionee’s legal representative or other Person who acquired the
right to exercise the Option by reason of the Optionee’s death at any time prior to the expiration of twelve (12) months after the date on which the Optionee’s Service terminated, but in any event no later than the Option Expiration
Date. The Optionee’s Service shall be deemed to have terminated on account of death if the Optionee dies within three (3) months after the Optionee’s termination of Service. 
 (iii) Termination After Change in Control. If the Optionee’s Service with the Participating Company Group ceases as a result of Termination
After Change in Control (as defined below), then (1) the Option, to the extent unexercised on the date on which the Optionee’s Service terminated, may be exercised by the Optionee (or the Optionee’s guardian or legal representative)
at any time prior to the expiration of six (6) months after the date on which the Optionee’s Service terminated, but in any event no later than the Option Expiration Date, and (2) the exercisability and vesting of the Option shall be
accelerated effective as of the date on which the Optionee’s Service terminated to such extent, if any, as shall have been determined by the Board, in its discretion, and set forth in the Option Agreement. Notwithstanding the foregoing, if it
is determined that the provisions or operation of this Section 6.5(a)(iii) would preclude treatment of a Change in Control as a “pooling-of-interests” for accounting purposes and provided further that in the absence of the preceding
sentence such Change in Control would be treated as a “pooling-of-interests” for accounting purposes, then this Section 6.5(a)(iii) shall be void ab initio, and the vesting and exercisability of the Option shall be determined
under any other applicable provision of the Plan or the Option Agreement evidencing such Option. 
 (iv) Other Termination of
Service. If the Optionee’s Service with the Participating Company Group terminates for any reason, except Disability, death, or Termination After Change in Control, the Option, to the extent unexercised and exercisable by the Optionee on
the date on which the Optionee’s Service terminated, may be exercised by the Optionee within three (3) months (or such longer period of time as determined by the Board, in its discretion) after the date on which the Optionee’s Service
terminated, but in any event no later than the Option Expiration Date. 
 (b) Extension if Exercise Prevented by Law.
Notwithstanding the foregoing, if the exercise of an Option within the applicable time periods set forth in Section 6.5(a) is prevented by the provisions of Section 11 below, the Option shall remain exercisable until ninety (90) days
after the date the Optionee is notified by the Company that the Option is exercisable, but in any event no later than the Option Expiration Date. 
 (c) Extension if Optionee Subject to Section 16(b). Notwithstanding the foregoing, if a sale within the applicable time periods set forth in Section 6.5(a) of shares acquired upon the exercise of the Option
would subject the Optionee to suit under Section 16(b) of the Exchange Act, the Option shall remain exercisable until the earliest to occur of (i) the thirtieth (30th) day following the date on which a sale of such shares by the
Optionee would no longer be subject to such suit, (ii) the two hundred tenth (210th) day after the Optionee’s termination of Service, or (iii) the Option Expiration Date. 
  

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 (d) Certain Definitions. The following terms shall have their respective meanings set
forth below: 
 (i) “Termination After Change in Control” shall mean either of the following events
occurring within twelve (12) months after a Change in Control: 
 (1) termination by the Participating Company Group of the
Optionee’s Service with the Participating Company Group for any reason other than for Cause (as defined below); or 
 (2) the
Optionee’s resignation from all capacities in which the Optionee is then rendering Service to the Participating Company Group within a reasonable period of time following an event constituting a Constructive Termination (as defined below).

 Notwithstanding any provision herein to the contrary, Termination After Change in Control shall not include any termination of the Optionee’s Service
with the Participating Company Group which (1) is for Cause (as defined below); (2) is a result of the Optionee’s death or disability; (3) is a result of the Optionee’s voluntary termination of Service other than upon a
Constructive Termination; or (4) occurs prior to the effectiveness of a Change in Control. 
 (ii)
“Cause” shall mean any of the following: (1) the Optionee’s theft, dishonesty, or falsification of any Participating Company documents or records; (2) the Optionee’s improper use or
disclosure of a Participating Company’s confidential or proprietary information; (3) any action by the Optionee which has a detrimental effect on a Participating Company’s reputation or business; (4) the Optionee’s failure
or inability to perform any reasonable assigned duties after written notice from the Participating Company Group of, and a reasonable opportunity to cure, such failure or inability; (5) any material breach by the Optionee of any employment
agreement between the Optionee and the Participating Company Group, which breach is not cured pursuant to the terms of such agreement; or (6) the Optionee’s conviction (including any plea of guilty or nolo contendere) of any criminal act
which impairs the Optionee’s ability to perform his or her duties with the Participating Company Group. 
 (iii)
“Constructive Termination” shall mean any one or more of the following: 
 (1) without the
Optionee’s express written consent, any assignment to the Optionee of any duties, or any limitation of the Optionee’s responsibilities, substantially inconsistent with the Optionee’s positions, duties, responsibilities and status with
a Participating Company immediately prior to the date of the Change in Control; 
  

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 (2) without the Optionee’s express written consent, the relocation of the principal place of the
Optionee’s Service to a location that is more than fifty (50) miles from the Optionee’s principal place of Service immediately prior to the date of the Change in Control, or the imposition of travel requirements substantially more
demanding of the Optionee than such travel requirements existing immediately prior to the date of the Change in Control; 
 (3) any failure
by a Participating Company to pay, or any material reduction by a Participating Company of, (A) the Optionee’s base salary in effect immediately prior to the date of the Change in Control, or (B) the Optionee’s bonus
compensation, if any, in effect immediately prior to the date of the Change in Control (subject to applicable performance requirements with respect to the actual amount of bonus compensation earned by the Optionee); or 
 (4) any failure by a Participating Company to (A) continue to provide the Optionee with the opportunity to participate, on terms not materially
less favorable than those in effect for the benefit of any employee group which customarily includes a Person holding the employment position or a comparable position with the Participating Company then held by the Optionee, in any benefit or
compensation plans and programs, including, but not limited to, the Participating Company’s life, disability, health, dental, medical, savings, profit sharing, stock purchase and retirement plans, if any, in which the Optionee was participating
immediately prior to the date of the Change in Control, or their equivalent, or (B) provide the Optionee with all other fringe benefits (or their equivalent) from time to time in effect for the benefit of any employee group which customarily
includes a Person holding the employment position or a comparable position with the Participating Company then held by the Optionee. 
 7.
STANDARD FORMS OF OPTION AGREEMENT. 
 7.1 Incentive Stock Options. Unless otherwise provided by the Board at the time the Option is granted, an Option designated as an “Incentive Stock Option” shall comply with and be
subject to the terms and conditions set forth in the appropriate form of Incentive Stock Option Agreement approved by the Board concurrently with its adoption of the Plan and as amended from time to time. 
 7.2 Nonstatutory Stock Option Agreement. Unless otherwise provided by the Board at the time the Option is granted, an Option designated as a
“Nonstatutory Stock Option” shall comply with and be subject to the terms and conditions set forth in the appropriate form of Nonstatutory Stock Option Agreement approved by the Board concurrently with its adoption of the Plan and as
amended from time to time. 
 7.3 Authority to Vary Terms. The Board shall have the authority from time to time to vary the terms of
any of the standard forms of Option Agreement described in this Section 7 either in connection with the grant or amendment of an individual Option or in connection with the authorization of a new standard form or forms; provided, however, that
the terms and conditions of any such new, revised or amended standard form or forms of Option Agreement are not inconsistent with the terms of the Plan. 
  

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 8. CHANGE IN
CONTROL. 
 8.1 Definitions. The following terms shall have their respective
meanings set forth below: 
 (a) An “Ownership Change Event” shall be deemed to have occurred if any of
the following occurs with respect to the Company: (i) the direct or indirect sale or exchange in a single or series of related transactions by the stockholders of the Company of more than fifty percent (50%) of the voting stock of the
Company; (ii) a merger or consolidation in which the Company is a party; (iii) the sale, exchange, or transfer of all or substantially all of the assets of the Company; or (iv) a liquidation or dissolution of the Company. 

(b) A “Change in Control” shall mean an Ownership Change Event or a series of related Ownership Change Events
(collectively, the “Transaction”) wherein the stockholders of the Company immediately before the Transaction do not retain immediately after the Transaction, in substantially the same proportions as their
ownership of shares of the Company’s voting stock immediately before the Transaction, direct or indirect beneficial ownership of more than fifty percent (50%) of the total combined voting power of the outstanding voting stock of the
Company or the corporation or corporations to which the assets of the Company were transferred (the “Transferee Corporation(s)”), as the case may be. For purposes of the preceding sentence, indirect
beneficial ownership shall include, without limitation, an interest resulting from ownership of the voting stock of one or more corporations which, as a result of the Transaction, own the Company or the Transferee Corporation(s), as the case may be,
either directly or through one or more subsidiary corporations. The Board shall have the right to determine whether multiple sales or exchanges of the voting stock of the Company or multiple Ownership Change Events are related, and its determination
shall be final, binding and conclusive. 
 8.2 Effect of Change in Control on Options. In the event of a Change in Control, the
surviving, continuing, successor, or purchasing corporation or parent corporation thereof, as the case may be (the “Acquiring Corporation”), may either assume the Company’s rights and obligations under
outstanding Options or substitute for outstanding Options substantially equivalent options for the Acquiring Corporation’s stock. In the event the Acquiring Corporation elects not to assume or substitute for outstanding Options in connection
with a Change in Control, the exercisability and vesting of each such outstanding Option held by an Optionee whose Service has not terminated prior to such date shall be accelerated effective as of the date ten (10) days prior to the date of
the Change in Control to such extent, if any, as shall have been determined by the Board, in its discretion, and set forth in the Option Agreement evidencing such Option. The exercise or vesting of any Option that was permissible solely by reason of
this Section 8.2 and the provisions of such Option Agreement shall be conditioned upon the consummation of the Change in Control. Any Options which are neither assumed or substituted for by the Acquiring Corporation in connection with the
Change in Control nor exercised as of the date of the Change in Control shall terminate and cease to be outstanding 
  

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 effective as of the date of the Change in Control. Notwithstanding the foregoing, if the corporation the stock of which
is subject to the outstanding Options immediately prior to an Ownership Change Event described in Section 8.1(a)(i) constituting a Change in Control is the surviving or continuing corporation and immediately after such Ownership Change Event
less than fifty percent (50%) of the total combined voting power of its voting stock is held by another corporation or by other corporations that are members of an affiliated group within the meaning of Section 1504(a) of the Code without
regard to the provisions of Section 1504(b) of the Code, the outstanding Options shall not terminate unless the Board otherwise provides in its discretion. 
 9. PROVISION OF INFORMATION. 
 Each
Optionee shall be given access to information concerning the Company equivalent to that information generally made available to the Company’s common stockholders. 
 10. TRANSFERABILITY OF OPTIONS. 
 During the lifetime of the Optionee, an Option shall be exercisable only by the Optionee or the Optionee’s guardian or legal representative. No Option shall be assignable or transferable by the Optionee, except
by will or by the laws of descent and distribution. Notwithstanding the foregoing, a Nonstatutory Stock Option shall be assignable or transferable to the extent permitted by the Board and set forth in the Option Agreement evidencing such Option.

 11. COMPLIANCE WITH SECURITIES
LAW. 
 The grant of Options and the issuance of shares of Stock upon exercise of Options
shall be subject to compliance with all applicable requirements of federal, state or foreign law with respect to such securities. Options may not be exercised if the issuance of shares of Stock upon exercise would constitute a violation of any
applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Stock may then be listed. In addition, no Option may be exercised unless (a) a
registration statement under the Securities Act shall at the time of exercise of the Option be in effect with respect to the shares of Stock issuable upon exercise of the Option or (b) in the opinion of legal counsel to the Company, the shares
of Stock issuable upon exercise of the Option may be issued in accordance with the terms of an applicable exemption from the registration requirements of the Securities Act. The inability of the Company to obtain from any regulatory body having
jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance and sale of any shares of Stock hereunder shall relieve the Company of any liability in respect of the failure to issue or sell
such shares of Stock as to which such requisite authority shall not have been obtained. As a condition to the exercise of any Option, the Company may require the Optionee to satisfy any qualifications that may be necessary or appropriate, to
evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as may be requested by the Company. 
  

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 12. TERMINATION OR AMENDMENT OF
PLAN. 
 The Board may terminate or amend the Plan at any time. However, subject to
changes in applicable law, regulations or rules that would permit otherwise, without the approval of the Company’s stockholders, there shall be (a) no increase in the maximum aggregate number of shares of Stock that may be issued under the
Plan (except by operation of the provisions of Section 4.2), (b) no change in the class of Persons eligible to receive Incentive Stock Options, and (c) no other amendment of the Plan that would require approval of the Company’s
shareholders under any applicable law, regulation or rule. No termination or amendment of the Plan shall affect any then outstanding Option unless expressly provided by the Board. In any event, no termination or amendment of the Plan may adversely
affect any then outstanding Option without the consent of the Optionee, unless such termination or amendment is required to enable an Option designated as an Incentive Stock Option to qualify as an Incentive Stock Option or is necessary to comply
with any applicable law, regulation or rule. 
  

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