Form 8-K

8-K — Celcuity Inc.

Accession: 0001493152-26-024175

Filed: 2026-05-18

Period: 2026-05-18

CIK: 0001603454

SIC: 8071 (SERVICES-MEDICAL LABORATORIES)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Submission of Matters to a Vote of Security Holders

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-10.1 (ex10-1.htm)

EX-10.2 (ex10-2.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

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0001603454

2026-05-18

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the

Securities

Exchange Act of 1934

Date

of Report (Date of earliest event reported): May 18, 2026

Celcuity

Inc.

(Exact

name of Registrant as Specified in its Charter)

Delaware

001-38207

82-2863566

(State

or Other Jurisdiction

Incorporation)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

2800

Campus Drive, Suite 140

Minneapolis, Minnesota 55441

(Address

of Principal Executive Offices and Zip Code)

(763)

392-0123

(Registrant’s

telephone number, including area code)

Not

Applicable

(Former

Name or Former Address, if Changed Since Last Report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

Stock, $0.001 par value per share

CELC

The

Nasdaq Stock Market LLC

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging

growth company ☐

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

5.02

Departure

of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

May 14, 2026, Celcuity Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”).

At the Annual Meeting, the Company’s stockholders (the “Stockholders”) approved the Company’s 2026 Stock Incentive

Plan (the “2026 Plan”).

The

Company’s Board of Directors (the “Board”) approved the 2026 Plan subject to Stockholder approval at the Annual Meeting.

The 2026 Plan became effective at the time of Stockholder approval. As a result of such approval, no further awards will be made under

the Company’s Amended and Restated 2017 Stock Incentive Plan (the “Prior Plan”). Subject to adjustment as provided

in the 2026 Plan, 3,000,000 shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), may

be issued under the 2026 Plan. If outstanding awards issued under the 2026 Plan or the Prior Plan expire, are cancelled or forfeited,

or are settled or paid in cash before being exercised or settled in full, the shares subject to such awards will again be available for

issuance under the 2026 Plan.

Awards

under the 2026 Plan may be granted to employees, consultants, and non-employee directors of the Company and its subsidiaries in the form

of stock option awards, stock appreciation right awards, restricted stock awards, stock unit awards, and other stock-based awards. The

2026 Plan will be administered by the Compensation Committee of the Board.

the Annual Meeting, the Stockholders also approved the Company’s Amended and Restated 2017 Employee Stock Purchase Plan (the “Restated

ESPP”). The Restated ESPP increased the number of shares of Common Stock available for issuances under the 2017 Employee Stock

Purchase Plan (the “ESPP”) by 289,199 shares and extended the expiration date of the ESPP for an additional ten-year period.

The

Board approved the Restated ESPP subject to Stockholder approval at the Annual Meeting. The Restated ESPP became effective at the time

of Stockholder approval.

Copies

of the 2026 Plan and the Restated ESPP are attached to this Current Report on Form 8-K as Exhibits 10.1 and 10.2, respectively, and are

incorporated herein by reference. The material terms of the 2026 Plan and the Restated ESPP are set forth in the Company’s definitive

proxy statement relating to the Annual Meeting filed with the Securities and Exchange Commission on April 2, 2026.

Item

5.07

Submission

of Matters to a Vote of Security Holders.

the Annual Meeting:

1. Stockholders

elected eight nominees to the Company’s Board of Directors to hold office until the

next annual meeting and the election of such director’s successor, or such director’s

earlier death, resignation or removal;

2. Stockholders

ratified the appointment of Boulay PLLP as the Company’s independent registered public

accounting firm for the fiscal year ending December 31, 2026;

3. Stockholders

approved, on an advisory basis, the compensation of the Company’s named executive officers;

4. Stockholders

approved the 2026 Plan; and

5. Stockholders

approved the Restated ESPP.

The

voting results for each such matter were as follows:

1. Election

of directors:

Nominee:

For:

Withheld:

Broker

Non-Votes:

Richard

E. Buller

34,066,928

3,639,283

3,622,556

David

F. Dalvey

31,918,122

5,788,089

3,622,556

Leo

T. Furcht

32,048,504

5,657,707

3,622,556

Lance

G. Laing

37,637,240

68,971

3,622,556

Polly

A. Murphy

34,360,198

3,346,013

3,622,556

Richard

J. Nigon

37,298,500

407,711

3,622,556

Charles

R. Romp

37,672,258

33,953

3,622,556

Brian

F. Sullivan

37,168,080

538,131

3,622,556

2. Ratification

of the appointment of Boulay PLLP as the Company’s independent registered public accounting

firm for the fiscal year ending December 31, 2026:

For:

Against:

Abstain:

Broker

Non-Votes:

40,931,291

377,611

19,865

3. Approval,

on an advisory basis, of the Company’s named executive officer compensation:

For:

Against:

Abstain:

Broker

Non-Votes:

35,835,588

1,846,980

23,643

3,622,556

4. Approval

of the 2026 Plan:

For:

Against:

Abstain:

Broker

Non-Votes:

28,691,350

9,002,785

12,076

3,622,556

5. Approval

of the Restated ESPP:

For:

Against:

Abstain:

Broker

Non-Votes:

35,067,849

2,623,058

15,304

3,622,556

Item

9.01

Financial

Statements and Exhibits.

(d)

Exhibits

10.1

Celcuity Inc. 2026 Stock Incentive Plan.

10.2

Celcuity Inc. Amended and Restated 2017 Employee Stock Purchase Plan.

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

Date:

May 18, 2026

CELCUITY

INC.

By:

/s/

Brian F. Sullivan

Brian

F. Sullivan

Chief

Executive Officer

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit

10.1

CELCUITY

INC.

2026 STOCK INCENTIVE PLAN

Purpose. The purpose of the Celcuity Inc. 2026 Stock Incentive Plan (the “Plan”) is to attract and retain the

best available personnel for positions of responsibility with the Company, to provide additional equity incentives to them and align

their interests with those of the Company’s stockholders, and to thereby promote the Company’s long-term business success.

Definitions. In this Plan, the following definitions will apply.

(a)

“Affiliate” means any entity that is a Subsidiary of the Company, or any other entity in which the Company owns, directly

or indirectly, at least 50% of combined voting power of the entity’s Voting Securities and which is designated by the Committee

as covered by the Plan.

(b)

“Agreement” means the written or electronic agreement or notice containing the terms and conditions applicable to each Award

granted under the Plan, including all amendments thereto. An Agreement is subject to the terms and conditions of the Plan.

(c)

“Award” means a grant made under the Plan in the form of Options, Stock Appreciation Rights, Restricted Stock, Stock Units

or an Other Stock-Based Award.

(d)

“Board” means the Board of Directors of the Company.

(e)

“Cause” means what the term is expressly defined to mean in a then-effective written agreement (including an Agreement) between

a Participant and the Company or any Affiliate, or in the absence of any such then-effective agreement or definition, a Participant’s

(i) dishonesty, fraud, misrepresentation, embezzlement or deliberate injury or attempted injury, in each case related to the Company

or any Subsidiary, (ii) substantial failure on the part of the Participant to perform his or her duties to the Company or any Subsidiary

or gross negligence on the part of the Participant in the performance of such duties, (iii) any unlawful or criminal activity of a serious

nature, or (iv) any material breach of any employment, service, confidentiality or non-compete agreement entered into with the Company

or any Subsidiary.

(f)

“Change in Control” means the occurrence of any of the following events:

(1)

the sale, lease, exchange or other transfer of all or substantially all of the assets of the Company (in one transaction or in a series

of related transactions) except where such sale, lease, exchange or other transfer is to an entity controlled by the Company;

(2)

any person becomes after the effective date the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly

or indirectly, of fifty percent (50%) or more of the combined voting power of the Company’s outstanding securities ordinarily having

the right to vote at elections of directors; or

(3)

a merger or consolidation to which the Company is a party if the persons who are the stockholders of the Company immediately prior to

effective date of such merger or consolidation have “beneficial ownership” (as defined in Rule l3d-3 under the Exchange Act),

immediately following the effective date of such merger or consolidation, of securities of the surviving corporation representing 50%

or less of the combined voting power of the surviving corporation’s then outstanding securities ordinarily having the right to

vote at elections of directors.

Notwithstanding

the foregoing, if an Award provides for a change in the timing or form (lump sum or installments) of payment upon a Change in Control

or if the payment date of an Award is determined solely with reference to a Change in Control, no Change in Control shall be deemed to

have occurred upon an event described in this Section 2(f) unless the event would also constitute a change in ownership or effective

control of, or a change in the ownership of a substantial portion of the assets of, the Company under Section 409A.

(g)

“Code” means the Internal Revenue Code of 1986, as amended and in effect from time to time, and any applicable treasury regulations

and guidance promulgated thereunder, and any successor or similar statutory provisions.

(h)

“Committee” means the Board or a committee of two or more Non-Employee Directors designated by the Board to administer the

Plan under Section 3, each member of which shall be (i) an independent director within the meaning of applicable stock exchange rules

and regulations and (ii) a non-employee director within the meaning of Exchange Act Rule 16b-3. The Committee shall be the Compensation

Committee of the Board unless otherwise specified by the Board.

(i)

“Company” means Celcuity Inc., a Delaware corporation, and any successor thereto.

(j)

“Consultant” means any consultant or advisor who is a natural person (other than an Employee or a Non-Employee Director)

who provides services (other than in connection with (i) a capital-raising transaction or (ii) promoting or maintaining a market in Company

securities) to the Company or an Affiliate.

(k)

“Continuing Director” means an individual (i) who is, as of the effective date of the Plan, a director of the Company, or

(ii) who becomes a director of the Company after the effective date hereof and whose initial election, or nomination for election by

the Company’s stockholders, was approved by at least a majority of the then Continuing Directors , but excluding, for purposes

of this clause (ii), an individual whose initial assumption of office occurs as the result of an actual or threatened proxy contest involving

the solicitation of proxies or consents by a person or Group other than the Board, or by reason of an agreement intended to avoid or

settle an actual or threatened proxy contest.

(l)

“Continuous Service” means that the provision of Services by a Participant to the Company or any Affiliate in any Service

Provider capacity is not interrupted or terminated. In jurisdictions requiring notice in advance of an effective termination as an Employee,

Director or Consultant, Continuous Service shall be deemed terminated upon the actual cessation of providing services to the Company

or an Affiliate notwithstanding any required notice period that must be fulfilled before a termination as an Employee, Director or Consultant

can be effective under applicable laws. A Service Provider’s Continuous Service shall be deemed to have terminated upon a Separation

from Service from the Company and its Affiliates. Except as otherwise provided in this Plan or any Agreement, Continuous Service shall

not be deemed terminated in the case of (i) any approved leave of absence of up to three (3) months; (ii) transfers among the Company

and any Affiliates in any Service Provider capacity; or (iii) any change in status so long as the individual remains in the service of

the Company or any Affiliate in any Service Provider capacity. Notwithstanding the foregoing, except as otherwise determined by the Committee

and as permitted by Section 409A, in the event of any sale or spin-off of an Affiliate, service as a Service Provider for such Affiliate

following such spin-off shall be deemed to be Continuous Service for purposes of the Plan and any Award under the Plan.

(m)

“Disability” means a disability of the Participant which entitles the Participant to receive disability income benefits pursuant

to the long-term disability plan of the Company or Subsidiary then covering the Participant or, if no such plan exists or is applicable

to the Participant, the permanent and total disability of the Participant within the meaning of Section 22(e)(3) of the Code.

(n)

“Employee” means an employee of the Company or an Affiliate.

(o)

“Exchange Act” means the Securities Exchange Act of 1934, as amended and in effect from time to time.

(p)

“Fair Market Value” means the fair market value of a Share determined as follows:

(1)

If the Shares are readily tradable on an established securities market (as determined under Section 409A), then Fair Market Value will

be the closing or last sales price for a Share on the principal securities market on which it trades on the date for which it is being

determined, or if no sale of Shares occurred on that date, on the next preceding date on which a sale of Shares occurred, as reported

in The Wall Street Journal or such other source as the Committee deems reliable; or

(2)

If the Shares are not then readily tradable on an established securities market (as determined under Section 409A), then Fair Market

Value will be determined by the Committee as the result of a reasonable application of a reasonable valuation method that satisfies the

requirements of Section 409A.

(q)

“Full Value Award” means an Award other than an Option Award or Stock Appreciation Right Award.

(r)

“Global Service Provider” means a Service Provider who is located outside of the United States, who is not compensated from

a payroll maintained in the United States, or who is otherwise subject to (or could cause the Company to be subject to) legal, tax or

regulatory requirements of countries outside of the United States.

(s)

“Grant Date” means the date on which the Committee approves the grant of an Award under the Plan, or such later date as may

be specified by the Committee on the date the Committee approves the Award.

(t)

“Group” means two or more persons who act, or agree to act together, as a partnership, limited partnership, syndicate or

other group for the purpose of acquiring, holding, voting or disposing of securities of the Company.

(u)

“Non-Employee Director” means a member of the Board who is not an Employee.

(v)

“Option” means a right granted under the Plan to purchase a specified number of Shares at a specified price. An “Incentive

Stock Option” or “ISO” means any Option designated as such and granted in accordance with the requirements of Code

Section 422. A “Non-Qualified Stock Option” or “NQSO” means an Option other than an Incentive Stock Option.

(w)

“Other Stock-Based Award” means an Award described in Section 11 of this Plan.

(x)

“Participant” means a Service Provider to whom a then-outstanding Award has been granted under the Plan.

(y)

“Performance-Based Award” means an Award that is conditioned on the achievement of specified Performance Goals.

(z)

“Performance Goal” means a metric selected by the Committee, which may, but is not required to include one or more of the

following, either individually, alternatively or in any combination, applied on a Company, Subsidiary or business unit basis: revenue,

cash flow, gross profit, earnings before interest and taxes, earnings before interest, taxes, depreciation and amortization and net earnings,

earnings per share, margins (including one or more of gross, operating and net income margins), returns (including one or more of return

on assets, equity, investment, capital and revenue and total stockholder return), stock price, working capital, market share, cost reductions,

workforce satisfaction and diversity goals, employee retention, customer satisfaction, individual performance, completion of key projects

and strategic plan development and implementation. Such goals may reflect absolute entity or business unit performance or a relative

comparison to the performance of a peer group of entities, prior periods of performance, or other external measures of the selected performance

criteria.

(aa)

“Plan” means this Celcuity Inc. 2026 Stock Incentive Plan, as amended and in effect from time to time.

(bb)

“Prior Plan” means the Celcuity Inc. Amended and Restated 2017 Stock Incentive Plan.

(cc)

“Restricted Stock” means Shares issued to a Participant that are subject to such restrictions on transfer, vesting conditions

and other restrictions or limitations as may be set forth in this Plan and the applicable Agreement.

(dd)

“Retirement” means termination of employment or Service pursuant to and in accordance with the regular (or, if approved by

the Board for purposes of the Plan, early) retirement/pension plan or practice of the Company or Subsidiary then covering the Participant,

provided that if the Participant is not covered by any such plan or practice, the Participant will be deemed to be covered by the Company’s

plan or practice for purposes of this determination.

(ee)

“Section 409A” means Section 409A of the Code.

(ff)

“Separation from Service” means a “separation from service” as such term is defined for purposes of Section 409A.

(gg)

“Service” means the provision of services by a Participant to the Company or any Affiliate in any Service Provider capacity.

(hh)

“Service Provider” means an Employee, a Non-Employee Director, or a Consultant to the Company or any Affiliate.

(ii)

“Share” means a share of Stock.

(jj)

“Stock” means the common stock, $0.001 par value per Share, of the Company.

(kk)

“Stock Appreciation Right” or “SAR” means the right to receive, in cash and/or Shares as determined by the Committee,

an amount equal to the appreciation in value of a specified number of Shares between the Grant Date of the SAR and its exercise date.

(ll)

“Stock Unit” means a right to receive, in cash and/or Shares as determined by the Committee, the Fair Market Value of a Share,

subject to such restrictions on transfer, vesting conditions and other restrictions or limitations as may be set forth in this Plan and

the applicable Agreement.

(mm)

“Subsidiary” means a “subsidiary corporation,” as defined in Code Section 424(f), of the Company.

(nn)

“Substitute Award” means an Award granted upon the assumption of, or in substitution or exchange for, outstanding awards

granted by a company or other entity acquired by the Company or any Affiliate or with which the Company or any Affiliate combines. The

terms and conditions of a Substitute Award may vary from the terms and conditions set forth in the Plan to the extent that the Committee

at the time of the grant may deem appropriate to conform, in whole or in part, to the provisions of the award in substitution for which

it has been granted.

(oo)

“Voting Securities” of an entity means the outstanding equity securities (or comparable equity interests) entitled to vote

generally in the election of directors of such entity.

Administration of the Plan.

(a)

Administration. The authority to control and manage the operations and administration of the Plan shall be vested in the Committee

in accordance with this Section 3.

(b)

Scope of Authority. Subject to the terms of the Plan, the Committee shall have the authority, in its discretion, to take such

actions as it deems necessary or advisable to administer the Plan, including:

(1)

determining the Service Providers to whom Awards will be granted, the timing of each such Award, the type of Award and the number of

Shares covered by each Award, the terms, conditions, performance criteria, restrictions and other provisions of Awards, and the manner

in which Awards are paid or settled;

(2)

cancelling or suspending an Award, accelerating the vesting of an Award, extending the exercise period of an Award or otherwise amending

the terms and conditions of any outstanding Award, subject to the requirements of Sections 15(d) and 15(e);

(3)

adopting sub-plans or special provisions applicable to Awards, establishing, amending or rescinding rules to administer the Plan, interpreting

the Plan and any Award or Agreement, correcting any defect or omission or reconciling any inconsistency in the Plan or any Agreement,

and making all other determinations necessary or desirable for the administration of the Plan;

(4)

granting Substitute Awards under the Plan;

(5)

taking such actions as are provided in Section 3(c) with respect to Awards to Global Service Providers; and

(6)

requiring or permitting the deferral of the settlement of an Award, and establishing the terms and conditions of any such deferral.

(c)

Awards to Global Service Providers. The Committee may grant Awards to Global Service Providers, on such terms and conditions different

from those specified in the Plan as may, in the judgment of the Committee, be necessary or desirable to comply with applicable foreign

laws and regulatory requirements and to promote achievement of the purposes of the Plan. In connection therewith, the Committee may establish

such subplans or annexes to Agreements and modify exercise procedures and other Plan rules and procedures to the extent such actions

are deemed necessary or desirable, and may take any other action that it deems advisable to obtain local regulatory approvals or to comply

with any necessary local governmental regulatory exemptions.

(d)

Acts of the Committee; Delegation. A majority of the members of the Committee shall constitute a quorum for any meeting of the

Committee, and any act of a majority of the members present at any meeting at which a quorum is present or any act unanimously approved

in writing by all members of the Committee shall be the act of the Committee. Any such action of the Committee shall be valid and effective

even if one or more members of the Committee at the time of such action are later determined not to have satisfied all of the criteria

for membership in clauses (i) and (ii) of Section 2(h). To the extent not inconsistent with applicable law or stock exchange rules, the

Committee may delegate all or any portion of its authority under the Plan to any one or more of its officers; provided, however, that

only the Committee may exercise such duties, power and authority with respect to Service Providers who are subject to Section 16 of the

Exchange Act. The Committee may also delegate non-discretionary administrative responsibilities in connection with the Plan to such other

persons as it deems advisable.

(e)

Finality of Decisions. The Committee’s interpretation of the Plan and of any Award or Agreement made under the Plan and

all related decisions or resolutions of the Board or Committee shall be made in the sole discretion of the Board or Committee and be

final and binding on all parties with an interest therein.

(f)

Indemnification. Each person who is or has been a member of the Committee or of the Board, and any other person to whom the Committee

delegates authority under the Plan, shall be indemnified by the Company, to the maximum extent permitted by law, against liabilities

and expenses imposed upon or reasonably incurred by such person in connection with or resulting from any claims against such person by

reason of the performance of the individual’s duties under the Plan. This right to indemnification is conditioned upon such person

providing the Company an opportunity, at the Company’s expense, to handle and defend the claims before such person undertakes to

handle and defend them on such person’s own behalf. The Company will not be required to indemnify any person for any amount paid

in settlement of a claim unless the Company has first consented in writing to the settlement. The foregoing right of indemnification

shall not be exclusive of any other rights of indemnification to which such person or persons may be entitled under the Company’s

Certificate of Incorporation or Bylaws, as a matter of law, or otherwise.

Shares Available Under the Plan.

(a)

Maximum Shares Available. Subject to Section 4(b) and Section 4(c) and to adjustment as provided in Section 12(a), the number

of Shares that may be the subject of Awards and issued under the Plan shall be 3,000,000, plus any Shares subject to outstanding awards

under the Prior Plan on the effective date of this Plan. No further awards may be made under the Prior Plan after the effective date

of this Plan. Shares issued under the Plan may come from authorized and unissued shares or treasury shares. In determining the number

of Shares to be counted against this share reserve in connection with any Award, the following rules shall apply:

(1)

Where the number of Shares subject to an Award is variable on the Grant Date, the number of Shares to be counted against the share reserve

shall be the maximum number of Shares that could be received under that particular Award, until such time as it can be determined that

only a lesser number of Shares could be received.

(2)

Shares subject to Substitute Awards shall not be counted against the share reserve.

(3)

Awards that will be settled solely in cash shall not be counted against the share reserve.

(b)

Effect of Forfeitures and Other Actions. Any Shares subject to an Award, or to an award granted under a Prior Plan that is outstanding

on the effective date of this Plan (a “Prior Plan Award”), that expires, is cancelled or forfeited or is settled for cash

shall, to the extent of such cancellation, forfeiture, expiration or cash settlement, again become available for Awards under this Plan,

and the share reserve under Section 4(a) shall be correspondingly replenished. The following Shares shall not, however, again become

available for Awards or replenish the share reserve under Section 4(a): (i) Shares tendered (either actually or by attestation) by the

Participant or withheld by the Company in payment of the exercise price of a stock option issued under this Plan or a Prior Plan, (ii)

Shares tendered (either actually or by attestation) by the Participant or withheld by the Company to satisfy any tax withholding obligation

with respect to an award under this Plan or a Prior Plan, (iii) Shares repurchased by the Company with proceeds received from the exercise

of a stock option issued under this Plan or a Prior Plan, and (iv) Shares subject to a stock appreciation right award issued under this

Plan or a Prior Plan that are not issued in connection with the stock settlement of that award upon its exercise.

(c)

Automatic Share Reserve Increase. The share reserve specified in Section 4(a) will be increased on January 1 of each year commencing

in 2027 and ending on (and including) January 1, 2036, in an amount equal to the lesser of: (i) one percent (1%) of the total number

of Shares outstanding as of December 31 of the immediately preceding calendar year; or (ii) such number of Shares determined by the Board.

(d)

Effect of Plans Operated by Acquired Companies. If a company acquired by the Company or any Subsidiary or with which the Company

or any Subsidiary combines has shares available under a pre-existing plan approved by stockholders and not adopted in contemplation of

such acquisition or combination, the shares available for grant pursuant to the terms of such pre-existing plan (as adjusted, to the

extent appropriate, using the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition or combination

to determine the consideration payable to the holders of common stock of the entities party to such acquisition or combination) may be

used for Awards under the Plan and shall supplement the Share reserve under Section 4(a). Awards using such available shares shall not

be made after the date awards or grants could have been made under the terms of the pre-existing plan absent the acquisition or combination,

and shall only be made to individuals who were not Service Providers of the Company and its Subsidiaries prior to such acquisition or

combination.

(e)

No Fractional Shares. Unless otherwise determined by the Committee, the number of Shares subject to an Award shall always be a

whole number. No fractional Shares may be issued under the Plan, but the Committee may, in its discretion, adopt any rounding convention

it deems suitable or pay cash in lieu of any fractional Share in settlement of an Award.

Eligibility. Participation in the Plan is limited to Service Providers. Incentive Stock Options may only be granted to Employees

who are not Global Service Providers.

General Terms of Awards.

(a)

Award Agreement. Each Award shall be evidenced by an Agreement setting forth the number of shares subject to the Award together

with such other terms and conditions applicable to the Award (and not inconsistent with the Plan) as determined by the Committee. An

Award to a Participant may be made singly or in combination with any form of Award. Two types of Awards may be made in tandem with each

other such that the exercise of one type of Award with respect to a number of Shares reduces the number of Shares subject to the related

Award by at least an equal amount.

(b)

Vesting and Term. Each Agreement shall set forth the period until the applicable Award is scheduled to vest and, if applicable,

expire (which shall not be more than ten years from the Grant Date), and, consistent with the requirements of this Section 6, the applicable

vesting conditions and any applicable performance period. Unless the Committee provides otherwise, the vesting of Awards granted hereunder

will be suspended during any unpaid leave of absence, unless the Participant’s right to reemployment is protected by law. Upon

a Separation from Service due to death, all unvested portions of any outstanding Awards shall vest in full immediately. If the vesting

of any such Award is subject to satisfaction of specified Performance Goals, such Award shall be deemed “fully vested” for

purposes of this Section 6(e)(2) at the target level of performance or, in the discretion of the Committee, the actual level of performance

(if determinable).

(c)

Transferability. Except as provided in this Section 6(c), (i) during the lifetime of a Participant, only the Participant or the

Participant’s guardian or legal representative may exercise an Option or SAR, or receive payment with respect to any other Award;

and (ii) no Award may be sold, assigned, transferred, exchanged or encumbered, voluntarily or involuntarily, other than by will or the

laws of descent and distribution. Any attempted transfer in violation of this Section 6(c) shall be of no effect. The Committee may,

however, provide in an Agreement or otherwise that an Award (other than an Incentive Stock Option) may be transferred pursuant to a domestic

relations order or may be transferable by gift to any “family member” (as defined in General Instruction A.1(a)(5) to Form

S-8 under the Securities Act of 1933) of the Participant. Any Award held by a transferee shall continue to be subject to the same terms

and conditions that were applicable to that Award immediately before the transfer thereof. For purposes of any provision of the Plan

relating to notice to a Participant or to acceleration or termination of an Award upon the death or Separation from Service of a Participant,

the references to “Participant” shall mean the original grantee of an Award and not any transferee.

(d)

Designation of Beneficiary. To the extent permitted by the Committee, a Participant may designate a beneficiary or beneficiaries

to exercise any Award or receive a payment under any Award that is exercisable or payable on or after the Participant’s death.

Any such designation shall be on a form approved by the Company and shall be effective upon its receipt by the Company.

(e)

Separation from Service. Unless otherwise provided in an applicable Agreement or another then-effective written agreement between

a Participant and the Company, and subject to Section 12 of this Plan, in the event of a Participant’s Separation from Service,

the following provisions shall apply (in all cases subject to the scheduled expiration of an Option or SAR Award, as applicable):

(1)

Upon Separation from Service for Cause, or upon conduct during a post-termination exercise period that would constitute Cause, all unexercised

Option and SAR Awards and all unvested portions of any other outstanding Awards shall be immediately forfeited without consideration.

(2)

Upon Separation from Service for any other reason, all unvested and unexercisable portions of any outstanding Awards shall be immediately

forfeited without consideration.

(3)

Upon Separation from Service for any reason other than Cause, death, Disability or Retirement, the currently vested and exercisable portions

of Option and SAR Awards may be exercised for a period of three months after the date of such termination. However, if a Participant

thereafter dies during such three-month period, the vested and exercisable portions of Option and SAR Awards may be exercised for a period

of one year after the date of such termination.

(4)

Upon Separation from Service due to death or Disability, the currently vested and exercisable portions of Option and SAR Awards may be

exercised for a period of one year after the date of such termination.

(5)

Upon Separation from Service due to Retirement, the currently vested and exercisable portions of Option and SAR Awards may be exercised

for a period of six months after the date of such termination.

(f)

Rights as Stockholder. No Participant shall have any rights as a stockholder with respect to any Shares covered by an Award unless

and until the date the Participant becomes the holder of record of the Shares, if any, to which the Award relates.

(g)

Performance-Based Awards. Any Award may be granted as a Performance-Based Award if the Committee establishes one or more Performance

Goals which must be attained, and the performance period over which the specified performance is to be attained, as a condition to the

grant, vesting, exercisability, lapse of restrictions and/or settlement in cash or Shares of such Award. In connection with any such

Award, the Committee shall select the applicable Performance Goal(s), specify in terms of a formula or standard the method for calculating

the amount payable to a Participant if the Performance Goal(s) are satisfied, and determine the degree to which the grant, vesting, exercisability,

lapse of restrictions and/or settlement of such Award has been earned, including the degree to which applicable Performance Goals have

been satisfied. The Committee shall have the authority to provide, in an Agreement or otherwise, for the modification of a performance

period and/or adjustments to or waivers of the achievement of Performance Goals. The Committee may, in its discretion and based on such

considerations as it deems appropriate, adjust any amount otherwise determined by the application of the Performance Goals to be otherwise

payable in connection with an Award, including to zero.

(h)

Dividends and Dividend Equivalents. No dividends, dividend equivalents or distributions will be paid with respect to Shares subject

to an Option or SAR Award. Any dividends or distributions payable with respect to Shares that are subject to the unvested portion of

a Restricted Stock Award will be subject to the same restrictions and risk of forfeiture as the Shares to which such dividends or distributions

relate. In its discretion, the Committee may provide in an Agreement for a Stock Unit Award or an Other Stock-Based Award that the Participant

will be entitled to receive dividend equivalents, based on dividends actually declared and paid on outstanding Shares, on the units or

other Share equivalents subject to the Stock Unit Award or Other Stock-Based Award, and such dividend equivalents will be subject to

the same restrictions and risk of forfeiture as the units or other Share equivalents to which such dividend equivalents relate. The additional

terms of any such dividend equivalents will be as set forth in the applicable Agreement, including the time and form of payment and whether

such dividend equivalents will be credited with interest or deemed to be reinvested in additional units or Share equivalents.

(i)

Deferrals of Full Value Awards. The Committee may, in its discretion, permit or require the deferral by a Participant of the issuance

of Shares or payment of cash in settlement of any Full Value Award, subject to such terms, conditions, rules and procedures as it may

establish or prescribe for such purpose and with the intention of complying with the applicable requirements of Section 409A. The terms,

conditions, rules and procedures for any such deferral shall be set forth in writing in the relevant Agreement or in such other agreement,

plan or document as the Committee may determine, or some combination of such documents. The terms, conditions, rules and procedures for

any such deferral shall address, to the extent relevant, matters such as: (i) the amount of compensation that may or must be deferred

(or the method for calculating the amount); (ii) the permissible time(s) and form(s) of payment of deferred amounts; (iii) the terms

and conditions of any deferral elections by a Participant or of any deferral required by the Company; and (iv) the crediting of interest

or dividend equivalents on deferred amounts.

Stock Option Awards.

(a)

Type and Exercise Price. The Agreement pursuant to which an Option Award is granted shall specify whether the Option is an Incentive

Stock Option or a Non-Qualified Stock Option. The exercise price at which each Share subject to an Option Award may be purchased shall

be determined by the Committee and set forth in the Agreement, and shall not be less than the Fair Market Value of a Share on the Grant

Date, except in the case of Substitute Awards (to the extent consistent with Section 409A and, in the case of Incentive Stock Options,

Code Section 424).

(b)

Payment of Exercise Price. The purchase price of the Shares with respect to which an Option Award is exercised shall be payable

in full at the time of exercise. The purchase price may be paid in cash or in such other manner as the Committee may permit, including

by payment under a broker-assisted sale and remittance program, by withholding Shares otherwise issuable to the Participant upon exercise

of the Option or by delivery to the Company of Shares (by actual delivery or attestation) already owned by the Participant (in either

case, such Shares having a Fair Market Value as of the date the Option is exercised equal to the purchase price of the Shares being purchased).

Notwithstanding any other provision of the Plan to the contrary, no Participant who is a director or an “executive officer”

of the Company within the meaning of Section 13(k) of the Exchange Act shall be permitted to pay the exercise price of an Option, or

continue any extension of credit with respect to the exercise price of an Option, with a loan from the Company or a loan arranged by

the Company in violation of Section 13(k) of the Exchange Act.

(c)

Exercisability and Expiration. Each Option Award shall be exercisable in whole or in part on the terms provided in the Agreement.

No Option Award shall be exercisable at any time after its scheduled expiration. When an Option Award is no longer exercisable, it shall

be deemed to have terminated.

(d)

Incentive Stock Options.

(1)

An Option Award will constitute an Incentive Stock Option Award only if the Participant receiving the Option Award is an Employee who

is not a Global Service Provider, and only to the extent that (i) it is so designated in the applicable Agreement and (ii) the aggregate

Fair Market Value (determined as of the Option Award’s Grant Date) of the Shares with respect to which Incentive Stock Option Awards

held by the Participant first become exercisable in any calendar year (under the Plan and all other plans of the Company and its Affiliates)

does not exceed $100,000 or such other amount specified by the Code. To the extent an Option Award granted to a Participant exceeds this

limit, the Option Award shall be treated as a Non-Qualified Stock Option Award. The maximum number of Shares that may be issued upon

the exercise of Incentive Stock Option Awards under the Plan shall be 3,000,000 Shares. Such annual Incentive Stock Option Award limitations

shall be subject to adjustment as provided in Section 4(b) and 12(a) of the Plan, but shall not be subject to adjustment under Section

4(c) of the Plan.

(2)

No Participant may receive an Incentive Stock Option Award under the Plan if, immediately after the grant of such Award, the Participant

would own (after application of the rules contained in Code Section 424(d)) Shares possessing more than 10% of the total combined voting

power of all classes of stock of the Company or an Affiliate, unless (i) the per Share exercise price for such Award is at least 110%

of the Fair Market Value of a Share on the Grant Date and (ii) such Award will expire no later than five years after its Grant Date.

(3)

For purposes of Continuous Service by a Participant who has been granted an Incentive Stock Option Award, no approved leave of absence

may exceed three months unless reemployment upon expiration of such leave is provided by statute or contract. If reemployment is not

so provided, then on the date six months following the first day of such leave, any Incentive Stock Option held by the Participant shall

cease to be treated as an Incentive Stock Option and shall be treated for tax purposes as a Non-Qualified Stock Option.

(4)

If an Incentive Stock Option Award is exercised after the expiration of the exercise periods that apply for purposes of Code Section

422, or otherwise fails to qualify as an Incentive Stock Option, such Option shall thereafter be treated as a Non-Qualified Stock Option.

(5)

If a Participant sells or otherwise disposes of any Shares acquired pursuant to exercise of an Incentive Stock Option on or before the

later of (i) the date two (2) years after the Grant Date, and (ii) the date one (1) year after transfer of such Shares to the Participant

upon exercise of the Incentive Stock Option, the Participant shall immediately notify the Company in writing of such disposition.

(e)

Extension if Exercise Prevented by Law. Notwithstanding the foregoing, if the exercise of an Option Award during the applicable

post-termination of Service exercise period as set forth in Section 6(e) or in the applicable Agreement is prevented by Section 17(c),

the Option shall remain exercisable until the later of (i) 30 days after the date the exercise of the Option would no longer be prevented

by such provision, or (ii) the end of the applicable post-termination exercise period, but in no event later than the scheduled expiration

date of the Option as set forth in the applicable Agreement.

Stock Appreciation Right Awards.

(a)

Nature of Award. An Award of Stock Appreciation Rights shall be subject to such terms and conditions as are determined by the

Committee, and shall provide a Participant the right to receive upon exercise of the SAR Award all or a portion of the excess of (i)

the Fair Market Value as of the date of exercise of the SAR Award of the number of Shares as to which the SAR Award is being exercised,

over (ii) the aggregate exercise price for such number of Shares. The per Share exercise price for any SAR Award shall be determined

by the Committee and set forth in the applicable Agreement, and shall not be less than the Fair Market Value of a Share on the Grant

Date, except in the case of Substitute Awards (to the extent consistent with Section 409A).

(b)

Exercise of SAR. Each SAR Award may be exercisable in whole or in part at the times, on the terms and in the manner provided in

the Agreement. No SAR Award shall be exercisable at any time after its scheduled expiration. When a SAR Award is no longer exercisable,

it shall be deemed to have terminated. Upon exercise of a SAR Award, payment to the Participant shall be made at such time or times as

shall be provided in the Agreement in the form of cash, Shares or a combination of cash and Shares as determined by the Committee. The

Agreement may provide for a limitation upon the amount or percentage of the total appreciation on which payment (whether in cash and/or

Shares) may be made in the event of the exercise of a SAR Award.

Restricted Stock Awards.

(a)

Vesting and Consideration. Shares subject to a Restricted Stock Award shall be subject to vesting and the lapse of applicable

restrictions based on such conditions or factors and occurring over such period of time as the Committee may determine in its discretion.

The Committee may provide whether any consideration other than Services must be received by the Company or any Affiliate as a condition

precedent to the grant of a Restricted Stock Award, and may correspondingly provide for Company reacquisition or repurchase rights if

such additional consideration has been required and some or all of a Restricted Stock Award does not vest.

(b)

Shares Subject to Restricted Stock Awards. Unvested Shares subject to a Restricted Stock Award shall be evidenced by a book-entry

in the name of the Participant with the Company’s transfer agent or by one or more Stock certificates issued in the name of the

Participant. Any such Stock certificate shall be deposited with the Company or its designee, together with an assignment separate from

the certificate, in blank, signed by the Participant, and bear an appropriate legend referring to the restricted nature of the Restricted

Stock evidenced thereby. Any book-entry shall be subject to comparable restrictions and corresponding stop transfer instructions. Upon

the vesting of Shares of Restricted Stock, and the Company’s determination that any necessary conditions precedent to the release

of vested Shares (such as satisfaction of tax withholding obligations and compliance with applicable legal requirements) have been satisfied,

such vested Shares shall be made available to the Participant in such manner as may be prescribed or permitted by the Committee. Except

as otherwise provided in the Plan or an applicable Agreement, a Participant with a Restricted Stock Award shall have all the rights of

a shareholder, including the right to vote the Shares of Restricted Stock.

10.

Stock Unit Awards.

(a)

Vesting and Consideration. A Stock Unit Award shall be subject to vesting and the lapse of applicable restrictions based on such

conditions or factors and occurring over such period of time as the Committee may determine in its discretion. If vesting of a Stock

Unit Award is conditioned on the achievement of specified Performance Goals, the extent to which the goals are achieved over the specified

performance period shall determine the number of Stock Units that will be earned and eligible to vest, which may be greater or less than

the target number of Stock Units stated in the Agreement. The Committee may provide whether any consideration other than Services must

be received by the Company or any Affiliate as a condition precedent to the settlement of a Stock Unit Award.

(b)

Settlement of Award. Following the vesting of a Stock Unit Award, and the Company’s determination that any necessary conditions

precedent to the settlement of the Award (such as satisfaction of tax withholding obligations and compliance with applicable legal requirements)

have been satisfied, settlement of the Award and payment to the Participant shall be made at such time or times set forth in the Agreement

in the form of cash, Shares (which may themselves be considered Restricted Stock under the Plan) or a combination of cash and Shares

as determined by the Committee.

11.

Other Stock-Based Awards. The Committee may from time to time grant Shares and other Awards that are valued by reference to

and/or payable in whole or in part in Shares under the Plan. The Committee shall determine the terms and conditions of such Awards, which

shall be consistent with the terms and purposes of the Plan. The Committee may direct the Company to issue Shares subject to restrictive

legends and/or stop transfer instructions that are consistent with the terms and conditions of the Award to which the Shares relate.

12.

Changes in Capitalization, Change in Control.

(a)

Adjustments for Changes in Capitalization. In the event of any equity restructuring (within the meaning of FASB ASC Topic 718)

that causes the per share value of Shares to change, such as a stock dividend, stock split, spinoff, rights offering or recapitalization

through an extraordinary dividend, the Committee shall make such adjustments as it deems equitable and appropriate to (i) the aggregate

number and kind of Shares or other securities issued or reserved for issuance under the Plan, (ii) the number and kind of Shares or other

securities subject to outstanding Awards, (iii) the exercise price of outstanding Options and SARs, and (iv) any maximum limitations

prescribed by the Plan with respect to certain types of Awards or the grants to individuals of certain types of Awards. In the event

of any other change in corporate capitalization, including a merger, consolidation, reorganization, or partial or complete liquidation

of the Company, such equitable adjustments described in the foregoing sentence may be made as determined to be appropriate and equitable

by the Committee to prevent dilution or enlargement of rights of Participants. In either case, any such adjustment shall be conclusive

and binding for all purposes of the Plan. No adjustment shall be made pursuant to this Section 12(a) in connection with the conversion

of any convertible securities of the Company, or in a manner that would cause Incentive Stock Options to violate Section 422(b) of the

Code or cause an Award to be subject to adverse tax consequences under Section 409A. In addition, the Committee may amend or modify the

vesting criteria of any outstanding Award that is based in whole or in part on a Performance Goal so as equitably to reflect such event,

with the desired result that the criteria for evaluating such Performance Goal will be substantially the same following such event as

prior to such event; provided, however, that the amended or modified terms are permitted by the Plan as then in effect.

(b)

Change in Control.

(1)

Acceleration of Vesting. Unless otherwise provided in an applicable Agreement or another written agreement between a Participant

and the Company, in the event of a Change in Control, the following provisions, which are conditioned in each case upon the closing or

completion of the Change in Control, shall apply to outstanding Awards:

(A)

all outstanding Option and SAR Awards shall become fully vested immediately prior to the Change in Control, and exercisable for such

period of time prior to the effective time of the Change in Control as is deemed fair and equitable by the Committee, and shall terminate

at the effective time of the Change in Control. The Committee shall provide written notice of the period of accelerated exercisability

of Option and SAR Awards to all affected Participants. The exercise of any Option or SAR Award whose exercisability is accelerated as

provided in this Section 12(b)(1) shall be conditioned upon the consummation of the Change in Control and shall be effective only immediately

before such consummation;

(B)

all outstanding Full Value Awards shall fully vest immediately prior to the effective time of the Change in Control; and

(C)

to the extent vesting of any Award is subject to satisfaction of specified Performance Goals, such Award shall be deemed “fully

vested” for purposes of this Section 12(b)(1) at the greater of target or actual performance levels.

(2)

Payment for Awards. The Committee may provide, in an Agreement, or otherwise, that all outstanding Awards shall be canceled at

or immediately prior to the effective time of the Change in Control in exchange for payments to the holders as provided in this Section

12(b)(2). The payment for any Award canceled shall be in an amount equal to (A) with respect to Options and Stock Appreciation Rights,

the difference, if any, between (i) the fair market value (as determined in good faith by the Committee) of the consideration that would

otherwise be received in the Change in Control for the number of Shares subject to the Award, and (ii) the aggregate exercise price (if

any) for the Shares subject to such Award, and (B) with respect to Full Value Awards, equal to the fair market value (as determined in

good faith by the Committee) of the consideration that would otherwise be received in the Change in Control for the number of Shares

subject to the Award. If the amount determined pursuant to the preceding sentence is not a positive number with respect to any Option

or Stock Appreciation Right, such Award may be canceled pursuant to this Section 12(b)(2) without payment of any kind to the affected

Participant. With respect to an Award whose vesting is subject to the satisfaction of specified Performance Goals, the number of Shares

subject to such an Award for purposes of this Section 12(b)(2) shall be the number of Shares determined by the Committee. Payment of

any amount under this Section 12(b)(2) shall be made in such form, on such terms and subject to such conditions as the Committee determines

in its discretion, which may or may not be the same as the form, terms and conditions applicable to payments to the Company’s stockholders

in connection with the Change in Control, and may, in the Committee’s discretion, include subjecting such payments to escrow or

holdback terms comparable to those imposed upon the Company’s stockholders under the Change in Control, or calculating and paying

the present value of payments that would otherwise be subject to escrow or holdback terms. The Board or Committee may, in lieu of such

cash payments, distribute to such Participant Shares or shares of stock of any corporation succeeding the Company by reason of such Change

in Control, such shares having a Fair Market Value as of the date immediately preceding the effective date of such Change in Control

equal to the amount of the cash payment provided for in this Section 12(b)(2).

(c)

Dissolution or Liquidation. In the event of a proposed dissolution or liquidation of the Company, the Committee will notify each

Participant as soon as practicable prior to the effective date of such proposed transaction. An Award will terminate immediately prior

to the consummation of such proposed action.

(d)

Plan Not Limiting. The grant of an Award pursuant to the Plan shall not limit in any way the right or power of the Company to

make adjustments, reclassifications, reorganizations or changes of its capital or business structure or to merge, exchange or consolidate

or to dissolve, liquidate, sell or transfer all or any part of its business or assets.

13.

Plan Participation and Service Provider Status. Status as a Service Provider shall not be construed as a commitment that any

Award will be made under the Plan to that Service Provider or to eligible Service Providers generally. Nothing in the Plan or in any

Agreement or related documents shall confer upon any Service Provider or Participant any right to continued Service with the Company

or any Affiliate, nor shall it interfere with or limit in any way any right of the Company or any Affiliate to terminate the person’s

Service at any time with or without Cause or change such person’s compensation, other benefits, job responsibilities or title.

14.

Tax Withholding. The Company or any Affiliate, as applicable, shall have the right to (i) withhold from any cash payment under

the Plan or any other compensation owed to a Participant an amount sufficient to cover any required withholding taxes related to the

grant, vesting, exercise or settlement of an Award, and (ii) require a Participant or other person receiving Shares under the Plan to

pay a cash amount sufficient to cover any required withholding taxes before actual receipt of those Shares. In lieu of all or any part

of a cash payment from a person receiving Shares under the Plan, the Committee may permit the Participant to satisfy all or any part

of the required tax withholding obligations (but not to exceed the maximum individual statutory tax rate in each applicable jurisdiction)

by authorizing the Company to withhold a number of the Shares that would otherwise be delivered to the Participant pursuant to the Award,

or by transferring to the Company Shares already owned by the Participant, with the Shares so withheld or delivered having a Fair Market

Value on the date the taxes are required to be withheld equal to the amount of taxes to be withheld.

15.

Effective Date, Duration, Amendment and Termination of the Plan.

(a)

Effective Date. The Plan was approved by the Board on April 1, 2026, and shall become effective on the date it is approved by

the Company’s stockholders, which shall be considered the date of its adoption for purposes of Treasury Regulation §1.422-2(b)(2)(i).

No Awards shall be made under the Plan prior to its effective date. If the Company’s shareholders fail to approve the Plan by December

31, 2026, the Plan will be of no further force or effect.

(b)

Duration of the Plan. The Plan shall remain in effect until all Shares subject to it are distributed, all Awards have expired

or terminated, the Plan is terminated pursuant to Section 15(c), or the tenth anniversary of the effective date of the Plan, whichever

occurs first (the “Termination Date”). Any Awards that are outstanding on the Termination Date shall remain in force according

to the terms of the Plan and the applicable Agreement.

(c)

Amendment and Termination of the Plan. The Board may at any time terminate, suspend or amend the Plan. The Company shall submit

any amendment of the Plan to its stockholders for approval only to the extent required by applicable laws or regulations or the rules

of any securities exchange on which the Shares may then be listed. No termination, suspension, or amendment of the Plan may materially

impair the rights of any Participant under a previously granted Award without the Participant’s consent, unless such action is

necessary to comply with applicable law or stock exchange rules.

(d)

Amendment of Awards. Subject to Section 15(e), the Committee may unilaterally amend the terms of any Agreement evidencing an Award

previously granted, except that no such amendment may materially impair the rights of any Participant under the applicable Award without

the Participant’s consent, unless such amendment is necessary to comply with applicable law or stock exchange rules or any compensation

recovery policy as provided in Section 17(i). Notwithstanding the foregoing, a Participant’s rights with respect to an Award will

not be deemed to have been materially impaired by any amendment if the Committee, in its sole discretion, determines that the amendment,

taken as a whole, does not materially diminish the overall economic benefit to Participant intended under such Award.

(e)

No Option or SAR Repricing. Except as provided in Section 12(a), no Option or Stock Appreciation Right Award granted under the

Plan may be (i) amended to decrease the exercise price thereof, (ii) cancelled in conjunction with the grant of any new Option or Stock

Appreciation Right Award with a lower exercise price, (iii) cancelled in exchange for cash, other property or the grant of any Full Value

Award at a time when the per share exercise price of the Option or Stock Appreciation Right Award is greater than the current Fair Market

Value of a Share, or (iv) otherwise subject to any action that would be treated under accounting rules as a “repricing” of

such Option or Stock Appreciation Right Award, in each case unless such action is first approved by the Company’s stockholders.

16.

Other Provisions.

(a)

Unfunded Plan. The Plan shall be unfunded and the Company shall not be required to segregate any assets that may at any time be

represented by Awards under the Plan. Neither the Company, its Affiliates, the Committee, nor the Board shall be deemed to be a trustee

of any amounts to be paid under the Plan nor shall anything contained in the Plan or any action taken pursuant to its provisions create

or be construed to create a fiduciary relationship between the Company and/or its Affiliates, and a Participant. To the extent any person

has or acquires a right to receive a payment in connection with an Award under the Plan, this right shall be no greater than the right

of an unsecured general creditor of the Company.

(b)

Limits of Liability. Except as may be required by law, neither the Company nor any member of the Board or of the Committee, nor

any other person participating (including participation pursuant to a delegation of authority under Section 3(d) of the Plan) in any

determination of any question under the Plan, or in the interpretation, administration or application of the Plan, shall have any liability

to any party for any action taken, or not taken, in good faith under the Plan.

(c)

Compliance with Applicable Legal Requirements and Company Policies. No Shares distributable pursuant to the Plan shall be issued

and delivered unless and until the issuance of the Shares complies with all applicable legal requirements, including compliance with

the provisions of applicable state and federal securities laws, and the requirements of any securities exchanges on which the Company’s

Shares may, at the time, be listed. During any period in which the offering and issuance of Shares under the Plan is not registered under

federal or state securities laws, Participants shall acknowledge that they are acquiring Shares under the Plan for investment purposes

and not for resale, and that Shares may not be transferred except pursuant to an effective registration statement under, or an exemption

from the registration requirements of, such securities laws. Any stock certificate or book-entry evidencing Shares issued under the Plan

that are subject to securities law restrictions shall bear or be accompanied by an appropriate restrictive legend or stop transfer instruction.

Notwithstanding any other provision of this Plan, the acquisition, holding or disposition of Shares acquired pursuant to the Plan shall

in all events be subject to compliance with applicable Company policies, including those relating to insider trading, pledging or hedging

transactions, minimum post-vesting holding periods and stock ownership guidelines, and to forfeiture or recovery of compensation as provided

in Section 17(i).

(d)

Other Benefit and Compensation Programs. Payments and other benefits received by a Participant under an Award made pursuant to

the Plan shall not be deemed a part of a Participant’s regular, recurring compensation for purposes of the termination, indemnity

or severance pay laws of any country.

(e)

Governing Law. To the extent that federal laws do not otherwise control, the Plan and all determinations made and actions taken

pursuant to the Plan shall be governed by the laws of the State of Delaware without regard to its conflicts-of-law principles and shall

be construed accordingly.

(f)

Severability. If any provision of the Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall

not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had not

been included.

(g)

Section 409A. It is intended that all Awards under the Plan will be exempt from, or will comply with, Section 409A, and to the

maximum extent permitted the Awards and the Plan will be interpreted and administered in accordance with this intent. Each amount to

be paid or benefit to be provided under an Award shall be construed as a separate and distinct payment for purposes of Section 409A.

If payment under an Award is to be made within a designated period which does not begin and end within one calendar year, the Participant

does not have a right to designate the taxable year of the payment. Without limiting the foregoing and notwithstanding anything contained

herein to the contrary, to the extent required to avoid accelerated income recognition and/or tax penalties under Section 409A:

(1)

If any amount is payable under such Award upon a termination of Service, a termination of Service will be deemed to have occurred only

at such time as the Participant has experienced a Separation from Service; and

(2)

If any amount shall be payable with respect to any such Award as a result of a Participant’s Separation from Service at such time

as the Participant is a “specified employee” within the meaning of Section 409A, then no payment shall be made, except as

permitted under Section 409A, prior to the first business day after the earlier of (i) the date that is six months after the Participant’s

Separation from Service or (ii) the Participant’s death. Unless the Committee has adopted a specified employee identification policy

as contemplated by Section 409A, specified employees will be identified by the Board in its discretion in accordance with the default

provisions specified under Section 409A.

None

of the Company, the Board, the Committee nor any other person involved with the administration of this Plan shall (i) in any way be responsible

for ensuring the exemption of any Award from, or compliance by any Award with, the requirements of Section 409A, (ii) have any obligation

to design or administer the Plan or Awards granted thereunder in a manner that minimizes a Participant’s tax liabilities, including

the avoidance of any additional tax liabilities under Section 409A, or (iii) shall have any liability to any Participant for any such

tax liabilities.

(h)

Rule 16b-3. It is intended that the Plan and all Awards granted pursuant to it shall be administered by the Committee so as to

permit the Plan and Awards to comply with Exchange Act Rule 16b-3. If any provision of the Plan or of any Award would otherwise frustrate

or conflict with the intent expressed in this Section 16(h), that provision to the extent possible shall be interpreted and deemed amended

in the manner determined by the Committee so as to avoid the conflict. To the extent of any remaining irreconcilable conflict with this

intent, the provision shall be deemed void as applied to Participants subject to Section 16 of the Exchange Act to the extent permitted

by law and in the manner deemed advisable by the Committee.

(i)

Forfeiture and Compensation Recovery.

(1)

The Committee may specify in an Agreement that the Participant’s rights, payments, and benefits with respect to an Award will be

subject to reduction, cancellation, forfeiture or recovery by the Company upon the occurrence of certain specified events, in addition

to any otherwise applicable vesting or performance conditions of an Award. Such events may include termination of Service for Cause;

violation of any material Company or Affiliate policy; breach of noncompetition, non-solicitation or confidentiality provisions that

apply to the Participant; a determination that the payment of the Award was based on an incorrect determination that financial or other

criteria were met; or other conduct by the Participant that is detrimental to the business or reputation of the Company or its Affiliates.

(2)

Awards and any compensation associated therewith are subject to recoupment, forfeiture, recovery or other action pursuant to any compensation

recovery policy adopted by the Board or the Committee at any time, as amended from time to time, which includes but is not limited to

any compensation recovery policy adopted by the Board or the Committee in response to the requirements of Section 10D of the Exchange

Act, the SEC’s final rules thereunder, and applicable listing rules or other rules and regulations implementing the foregoing or

as otherwise required by law or stock exchange. Any Agreement will be automatically and unilaterally amended to comply with any such

compensation recovery policy.

(3)

Notwithstanding anything in the Plan to the contrary, in the event that a Participant materially breaches the terms of any confidentiality,

assignment of inventions or non-compete agreement entered into with the Company or any Subsidiary, whether such breach occurs before

or after termination of such Participant’s employment or other Service with the Company or any Subsidiary, the Committee in its

sole discretion may immediately terminate all rights of the Participant under the Plan and any agreements evidencing an Award then held

by the Participant, whether vested or unvested, without notice of any kind.

EX-10.2

Filename: ex10-2.htm · Sequence: 3

Exhibit 10.2

CELCUITY

INC.

AMENDED

AND RESTATED 2017 EMPLOYEE STOCK PURCHASE PLAN

The

following constitute the provisions of the Employee Stock Purchase Plan of Celcuity Inc.

Purpose. The purpose of the Celcuity Inc.’s Amended and Restated 2017 Employee Stock Purchase Plan is to provide employees

of the Company and its Designated Subsidiaries with an opportunity to purchase Common Stock of the Company. It is the intention of the

Company to have the Plan qualify as an “Employee Stock Purchase Plan” under Section 423 of the Code. The provisions of the

Plan shall, accordingly, be construed so as to extend and limit participation in a manner consistent with the requirements of that section

of the Code.

Definitions.

(a)

“Board” means the Board of Directors of the Company.

(b)

“Code” means the Internal Revenue Code of 1986, as amended.

(c)

“Committee” means the Board, or a committee named by the Board. The Committee shall be the Compensation Committee of the

Board of Directors unless otherwise specified by the Board.

(c)

“Common Stock” means the Common Stock of the Company.

(d)

“Company” means Celcuity Inc., a Delaware corporation.

(e)

“Compensation” means regular cash compensation received by an Employee from the Company or a Designated Subsidiary.

By way of illustration, but not limitation, Compensation includes regular compensation such as salary, wages, overtime, shift differentials

and commissions, but excludes bonuses, incentive compensation, relocation, expense reimbursements, tuition or other reimbursements and

income realized as a result of participation in any stock option, stock purchase, or similar plan of the Company or any Designated Subsidiary.

(f)

“Continuous Status as an Employee” means the absence of any interruption or termination of service as an Employee.

Continuous Status as an Employee shall not be considered interrupted in the case of (i) sick leave; (ii) military leave; (iii) any other

leave of absence approved by the Administrator, provided that such leave is for a period of not more than 90 days, unless reemployment

upon the expiration of such leave is guaranteed by contract or statute, or unless provided otherwise in the case of an Employee’s

disability pursuant to Company policy adopted from time to time; or (iv) in the case of transfers between locations of the Company or

between the Company and its Designated Subsidiaries.

(g)

“Contributions” means all amounts credited to the account of a participant pursuant to the Plan.

(h)

“Corporate Transaction” means a sale of all or substantially all of the Company’s assets, or a merger, consolidation

or other capital reorganization of the Company with or into another corporation, or any other transaction or series of related transactions

in which the Company’s stockholders immediately prior thereto own less than 50% of the voting stock of the Company (or its successor

or parent) immediately thereafter.

(i)

Designated Subsidiaries” means the Subsidiaries that have been designated by the Committee from time to time in its sole

discretion as eligible to participate in the Plan; provided however that the Board shall only have the discretion to designate Subsidiaries

if the issuance of options to such Subsidiary’s Employees pursuant to the Plan would not cause the Company to incur adverse accounting

charges.

(j)

“Employee” means any person, including an Officer, who is an employee of the Company (or a Designated Subsidiary)

for tax purposes, and excludes persons paid under a contract and not through Company (or Designated Subsidiary) payroll and who is customarily

employed for at least twenty (20) hours per week by the Company or one of its Designated Subsidiaries.

(k)

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

(l)

“Fair Market Value” of Common Stock means, as of any date, the closing sales price for such stock (or the closing

bid, if no sales were reported) as quoted on Nasdaq for that date (or if that date is not a trading day, the last market trading day

before the date of such determination), as reported on the consolidated transaction reporting system of such exchange on such date or,

if such exchange is not open for trading on such date, on the most recent preceding date that such exchange is open for trading.

(m)

“Offering Date” means the first business day of each Offering Period of the Plan.

(n)

“Offering Period” means a period of twenty-four (24) months commencing on November 1 and May 1 of each year. The Committee

shall have the authority to change the duration (but not to exceed a duration of 27 months), frequency, and start and end dates of Offering

Periods.

(o)

“Officer” means a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act and

the rules and regulations promulgated thereunder.

(p)

“Plan” means this Amended and Restated Celcuity Inc. 2017 Employee Stock Purchase Plan.

(q)

“Purchase Date” means the last day of each Purchase Period of the Plan.

(r)

“Purchase Period” means a period of six (6) months within an Offering Period. The Committee shall have the authority

to change the duration (but not to exceed a duration of 27 months), frequency, and start and end dates of Purchase Periods.

(s)

“Purchase Price” means with respect to a Purchase Period, unless a different purchase price is established by the

Committee in its discretion, an amount equal to 85% of the Fair Market Value (as defined in Section 7(b) below) of a Share of Common

Stock on the Offering Date or on the Purchase Date, whichever is lower.

(t)

“Share” means a share of Common Stock, as adjusted in accordance with Section 19 of the Plan.

(u)

“Subsidiary” means a corporation, domestic or foreign, of which not less than 50% of the voting shares are held by

the Company or a Subsidiary, whether or not such corporation now exists or is hereafter organized or acquired by the Company or a Subsidiary.

Eligibility.

(a)

Any person who is an Employee prior to the Offering Date of a given Offering Period shall be eligible to participate in such Offering

Period under the Plan, subject to the requirements of Section 5(a) and the limitations imposed by Section 423(b) of the Code.

(b)

Any provisions of the Plan to the contrary notwithstanding, no Employee shall be granted an option under the Plan if, immediately after

the grant, such Employee (or any other person whose stock would be attributed to such Employee pursuant to Section 424(d) of the Code)

would, directly or indirectly, within the meaning of Section 423(b)(3), own capital stock of the Company and/or hold outstanding options

to purchase stock possessing five percent (5%) or more of the total combined voting power or value of all classes of stock of the Company

or of any subsidiary of the Company.

Offering Periods and Purchase Periods.

(a)

Offering Periods. The Plan shall be generally implemented by a series of Offering Periods of twenty-four (24) months’ duration,

with new Offering Periods (other than the first Offering Period) commencing on or about May 1 and November 1 of each year (or at such

other time or times as may be determined by the Committee). The Plan shall continue until terminated in accordance with Section 20 hereof

or terminates pursuant to Section 23. The Committee shall have the power to change the duration and/or the frequency of Offering Periods

with respect to future offerings without stockholder approval if such change is announced at least five (5) days prior to the scheduled

beginning of the first Offering Period to be affected.

(b)

Purchase Periods. Each Offering Period shall generally consist of four (4) consecutive purchase periods of six (6) months’

duration. The last day of each Purchase Period shall be the “Purchase Date” for such Purchase Period. A Purchase Period commencing

on May 1 shall end on the next October 31. A Purchase Period commencing on November 1 shall end on the next April 30. The Committee shall

have the power to change the duration and/or frequency of Purchase Periods with respect to future purchases without stockholder approval

if such change is announced at least five (5) days prior to the scheduled beginning of the first Purchase Period to be affected.

Participation.

(a)

An eligible Employee may become a participant in the Plan by completing a subscription agreement on the form provided by the Company

or other method prescribed by the Company and filing or submitting it with the Company’s Human Resources Department or the stock

brokerage or other financial services firm designated by the Company (the “Designated Broker”) prior to the time set by the

Committee before the applicable Offering Date, unless a later time for filing the subscription agreement is set by the Committee for

all eligible Employees with respect to a given Offering Period. The subscription agreement shall set forth the percentage of the participant’s

Compensation (subject to Section 6(a) below) to be paid as Contributions pursuant to the Plan.

(b)

Payroll deductions shall commence on the first full payroll following the Offering Date and shall end on the last payroll paid on or

prior to the last Purchase Period of the Offering Period to which the subscription agreement is applicable, unless sooner terminated

by the participant as provided in Section 10.

(c)

Participants are responsible for the payment of all income taxes, employment, social insurance, welfare and other taxes under applicable

law relating to any amounts deemed under the laws of the country of their residency or of the organization of the Subsidiary which employs

them to constitute income arising out of the Plan, the purchase and sale of Shares pursuant to the Plan and the distribution of Shares

or cash to the participant in accordance with the Plan. Each participant, by participating in the Plan, authorizes the Company or the

relevant Subsidiary to make appropriate withholding deductions from each participant’s compensation, which shall be in addition

to any payroll deductions made pursuant to Section 6 below, and to pay such amounts to the appropriate tax authorities in the relevant

country or countries in order to satisfy any of the above tax liabilities of the participant under applicable law.

Method of Payment of Contributions.

(a)

A participant shall elect to have payroll deductions made on each payday during the Offering Period in an amount not less than one percent

(1%) and not more than ten percent (10%) (or such other percentage as the Committee may establish from time to time before an Offering

Date) of such participant’s Compensation on each payday during the Offering Period. All payroll deductions made by a participant

shall be credited to his or her account under the Plan. A participant may not make any additional payments into such account, except

to permit contributions by participants in order to adjust for mistakes in the Company’s processing of properly completed participant

subscription forms. In the event that any excess contributions are inadvertently made, they shall be withdrawn and refunded to the Participant.

(b)

A participant may discontinue his or her participation in the Plan as provided in Section 10, or, unless otherwise provided by the Administrator,

on one occasion only during a Purchase Period may increase and on one occasion only during a Purchase Period may decrease the rate of

his or her Contributions with respect to the ongoing Offering Period by completing and filing with the Company a new subscription agreement

authorizing a change in the payroll deduction rate. The change in rate shall be effective as of the beginning of the next pay period

following the date of filing of the new subscription agreement, if the agreement is filed at least ten business days prior to such

date and, if not, as of the beginning of the next succeeding pay period.

(c)

Notwithstanding the foregoing, to the extent necessary to comply with Section 423(b)(8) of the Code and Section 3(b) herein, a participant’s

payroll deductions may be decreased during any Offering Period scheduled to end during the current calendar year to 0%. Payroll deductions

shall re-commence at the rate provided in such participant’s subscription agreement at the beginning of the first Offering Period

that is scheduled to end in the following calendar year, unless terminated by the participant as provided in Section 10.

Grant of Option.

(a)

On the Offering Date of each Offering Period, each eligible Employee participating in such Offering Period shall be granted an option

to purchase on each Purchase Date a number of Shares of the Company’s Common Stock determined by dividing such Employee’s

Contributions accumulated prior to such Purchase Date and retained in the participant’s account as of the Purchase Date by the

applicable Purchase Price; provided however that the maximum number of Shares an Employee may purchase during each Purchase Period of

each Offering Period shall be 2,000 Shares, such that the maximum number of Shares an Employee may purchase during each Offering Period

shall be 8,000 Shares (subject to any adjustment pursuant to Section 19 below), and provided further that such purchase shall be subject

to the limitations set forth in Sections 3(b) and 13 of this Plan and Section 423 of the Code.

(b)

The maximum dollar value (based on the Fair Market Value (determined at the beginning of each Purchase Period) of Common Stock and other

stock that may be purchased under the Plan, and all other employee stock purchase plans (if any) of the Company and the Affiliates, by

any one Participant for any calendar year may not exceed $25,000.

Exercise of Option. Unless a participant withdraws from the Plan as provided in Section 10, his or her option for the purchase

of Shares will be exercised automatically on each Purchase Date of an Offering Period, and the maximum number of full Shares subject

to the option will be purchased at the applicable Purchase Price with the accumulated Contributions in his or her account. No fractional

Shares shall be issued. Any payroll deductions accumulated in a participant’s account that are not sufficient to purchase a full

Share shall be retained in the participant’s account for the subsequent Purchase Period or Offering Period, subject to earlier

withdrawal by the participant as provided in Section 10 below. Any other amounts left over in a participant’s account after a Purchase

Date shall be returned to the participant. The Shares purchased upon exercise of an option hereunder shall be deemed to be transferred

to the participant on the Purchase Date. During his or her lifetime, a participant’s option to purchase Shares hereunder is exercisable

only by him or her.

Delivery. Within thirty (30) days after each Purchase Date of each Offering Period, the number of Shares purchased by each participant

upon exercise of his or her option shall be deposited into an account established in the participant’s name with the Designated

Broker.

10.

Voluntary Withdrawal; Termination of Employment.

(a)

A participant may withdraw all but not less than all the Contributions credited to his or her account under the Plan at any time prior

to each Purchase Date by giving written notice to the Company or the Designated Broker, as directed by the Company. All of the participant’s

Contributions credited to his or her account will be paid to him or her promptly after receipt of his or her notice of withdrawal and

his or her option for the current period will be automatically terminated, and no further Contributions for the purchase of Shares will

be made during the Offering Period.

(b)

Upon termination of the participant’s Continuous Status as an Employee prior to the Purchase Date of an Offering Period for any

reason, including retirement or death, the Contributions credited to his or her account will be returned to him or her or, in the case

of his or her death, to the person or persons entitled thereto under Section 14, and his or her option will be automatically terminated.

(c)

In the event an Employee fails to remain in Continuous Status as an Employee of the Company for at least twenty (20) hours per week during

the Offering Period in which the employee is a participant, he or she will be deemed to have elected to withdraw from the Plan and the

Contributions credited to his or her account will be returned to him or her and his or her option terminated.

(d)

A participant’s withdrawal from an offering will not have any effect upon his or her eligibility to participate in a succeeding

offering or in any similar plan that may hereafter be adopted by the Company.

11.

Automatic Withdrawal. If the Fair Market Value of the Shares on any Purchase Date of an Offering Period is less than the Fair

Market Value of the Shares on the Offering Date for such Offering Period, then every participant shall automatically (i) be withdrawn

from such Offering Period at the close of such Purchase Date and after the acquisition of Shares for such Purchase Period, and (ii) be

enrolled in the Offering Period commencing on the first business day subsequent to such Purchase Period.

12.

Interest. No interest shall accrue on the Contributions of a participant in the Plan.

13.

Stock.

(a)

Subject to adjustment as provided in Section 19, the maximum number of Shares which shall be made available for sale under the Plan shall

be 1,229,367 Shares, plus an automatic annual increase on the first day of each of the Company’s fiscal years beginning in 2027

and ending in 2036 equal to the lesser of (i) one-half percent (0.5%) of the Shares outstanding on the last day of the immediately preceding

fiscal year, (ii) 250,000 Shares, or (iii) another amount determined by the Committee. If the Committee determines that, on a given Purchase

Date, the number of shares with respect to which options are to be exercised may exceed (i) the number of shares of Common Stock that

were available for sale under the Plan on the Offering Date of the applicable Offering Period, or (ii) the number of shares available

for sale under the Plan on such Purchase Date, the Committee may in its sole discretion provide (x) that the Company shall make a pro

rata allocation of the Shares of Common Stock available for purchase on such Offering Date or Purchase Date, as applicable, in as uniform

a manner as shall be practicable and as it shall determine in its sole discretion to be equitable among all participants exercising options

to purchase Common Stock on such Purchase Date, and continue all Offering Periods then in effect, or (y) that the Company shall make

a pro rata allocation of the shares available for purchase on such Offering Date or Purchase Date, as applicable, in as uniform a manner

as shall be practicable and as it shall determine in its sole discretion to be equitable among all participants exercising options to

purchase Common Stock on such Purchase Date, and terminate any or all Offering Periods then in effect pursuant to Section 20 below. The

Company may make pro rata allocation of the Shares available on the Offering Date of any applicable Offering Period pursuant to the preceding

sentence, notwithstanding any authorization of additional Shares for issuance under the Plan by the Company’s stockholders subsequent

to such Offering Date.

(b)

The participant shall have no interest or voting right in Shares covered by his or her option until such option has been exercised.

(c)

Shares to be delivered to a participant under the Plan will be registered in the name of the participant or in the name of the participant

and his or her spouse.

14.

Administration.

(a)

The Committee shall supervise and administer the Plan and shall have full power to adopt, amend and rescind any rules deemed desirable

and appropriate for the administration of the Plan and not inconsistent with the Plan, to construe and interpret the Plan, and to make

all other determinations necessary or advisable for the administration of the Plan.

(b)

The Committee shall, to the extent necessary or desirable, establish any special rules for Employees, former Employees or participants

located in any particular country other than the United States. Such rules shall be set forth in Appendices to the Plan, which shall

be deemed incorporated into and form part of the Plan.

(c)

Subject to the terms of the Plan and applicable law, the Committee may delegate ministerial duties associated with the administration

of the Plan to such of the Company’s officers, employees or agents as the Committee may determine, including but not limited to

the Designated Broker.

15.

Designation of Beneficiary.

(a)

A participant may designate a beneficiary who is to receive any Shares and cash, if any, from the participant’s account under the

Plan in the event of such participant’s death subsequent to the end of a Purchase Period but prior to delivery to him or her of

such Shares and cash. In addition, a participant may designate a beneficiary who is to receive any cash from the participant’s

account under the Plan in the event of such participant’s death prior to the Purchase Date of an Offering Period. If a participant

is married and the designated beneficiary is not the spouse, spousal consent shall be required for such designation to be effective.

Beneficiary designations under this Section 15(a) shall be made as directed by the Company’s Human Resources Department.

(b)

Such designation of beneficiary may be changed by the participant (and his or her spouse, if any) at any time by written notice. In the

event of the death of a participant and in the absence of a beneficiary validly designated under the Plan who is living at the time of

such participant’s death, the Company shall deliver such Shares and/or cash to the executor or administrator of the estate of the

participant, or if no such executor or administrator has been appointed (to the knowledge of the Company), the Company, in its discretion,

may deliver such Shares and/or cash to the spouse or to any one or more dependents or relatives of the participant, or if no spouse,

dependent or relative is known to the Company, then to such other person as the Company may designate.

16.

Transferability. Neither Contributions credited to a participant’s account nor any rights with regard to the exercise of

an option or to receive Shares under the Plan may be assigned, transferred, pledged or otherwise disposed of in any way (other than by

will, the laws of descent and distribution, or as provided in Section 15) by the participant. Any such attempt at assignment, transfer,

pledge or other disposition shall be without effect, except that the Company may treat such act as an election to withdraw funds in accordance

with Section 10.

17.

Nature of Account. Contributions received or held by the Company under the Plan will be allocated to a bookkeeping account established

solely for accounting purposes, and all amounts credited to the account will remain part of the general assets of the Company or the

Designated Subsidiary (as the case may be). The Company shall have no obligation to hold such amounts in a trust or in any segregated

account.

18.

Reports. Individual accounts will be maintained for each participant in the Plan. Statements of account will be provided to participating

Employees by the Company or the Designated Broker at least annually, which statements will set forth the amounts of Contributions, the

per Share Purchase Price, the number of Shares purchased and the remaining cash balance, if any.

19.

Adjustments Upon Changes in Capitalization; Corporate Transactions.

(a)

Adjustment. Subject to any required action by the stockholders of the Company, the number of Shares covered by each option under

the plan that has not yet been exercised and the number of Shares that have been authorized for issuance under the Plan but have not

yet been placed under option (collectively, the “Plan Reserve”), as well as the maximum number of shares of Common Stock

that may be purchased by a participant in a Purchase Period, the number of shares of Common Stock set forth in Section 13(a)(i) above,

and the Purchase Price of Common Stock covered by each option under the Plan that has not yet been exercised, shall be proportionately

adjusted for any increase or decrease in the number of issued Shares resulting from a stock split, reverse stock split, stock dividend,

combination or reclassification of the Common Stock (including any such change in the number of Shares of Common Stock effected in connection

with a change in domicile of the Company), or any other increase or decrease in the number of Shares effected without receipt of consideration

by the Company; provided however that conversion of any convertible securities of the Company shall not be deemed to have been “effected

without receipt of consideration.” Such adjustment shall be made by the Committee, whose determination in that respect shall be

final, binding and conclusive. Except as expressly provided herein, no issue by the Company of shares of stock of any class, or securities

convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number

or price of Shares subject to an option.

(b)

Corporate Transactions. In the event of a dissolution or liquidation of the Company, any Purchase Period and Offering Period then

in progress will terminate immediately prior to the consummation of such action, unless otherwise provided by the Committee. In the event

of a Corporate Transaction, each option outstanding under the Plan shall be assumed or an equivalent option shall be substituted by the

successor corporation or a parent or Subsidiary of such successor corporation. In the event that the successor corporation refuses to

assume or substitute for outstanding options, each Purchase Period and Offering Period then in progress shall be shortened and a new

Purchase Date shall be set (the “New Purchase Date”), as of which date any Purchase Period and Offering Period then in progress

will terminate. The New Purchase Date shall be on or before the date of consummation of the transaction and the Committee shall notify

each participant in writing, at least ten days prior to the New Purchase Date, that the Purchase Date for his or her option has

been changed to the New Purchase Date and that his or her option will be exercised automatically on the New Purchase Date, unless prior

to such date he or she has withdrawn from the Offering Period as provided in Section 10. For purposes of this Section 19, an option granted

under the Plan shall be deemed to be assumed, without limitation, if, at the time of issuance of the stock or other consideration upon

a Corporate Transaction, each holder of an option under the Plan would be entitled to receive upon exercise of the option the same number

and kind of shares of stock or the same amount of property, cash or securities as such holder would have been entitled to receive upon

the occurrence of the transaction if the holder had been, immediately prior to the transaction, the holder of the number of Shares of

Common Stock covered by the option at such time (after giving effect to any adjustments in the number of Shares covered by the option

as provided for in this Section 19); provided however that if the consideration received in the transaction is not solely common stock

of the successor corporation or its parent (as defined in Section 424(e) of the Code), the Committee may, with the consent of the successor

corporation, provide for the consideration to be received upon exercise of the option to be solely common stock of the successor corporation

or its parent equal in Fair Market Value to the per Share consideration received by holders of Common Stock in the transaction.

The

Committee may, if it so determines in the exercise of its sole discretion, also make provision for adjusting the Plan Reserve, as well

as the Purchase Price per Share of Common Stock or share of stock of a successor corporation covered by each outstanding option, in the

event that the Company effects one or more reorganizations, recapitalizations, rights offerings or other increases or reductions of Shares

of its outstanding Common Stock, and in the event of the Company’s being consolidated with or merged into any other corporation.

20.

Amendment or Termination.

(a)

The Board may at any time and for any reason terminate or amend the Plan. Except as provided in Section 19, no such termination of the

Plan may affect options previously granted, provided that the Plan or an Offering Period may be terminated by the Board on a Purchase

Date or by the Board’s setting a new Purchase Date with respect to an Offering Period and Purchase Period then in progress if the

Board determines that termination of the Plan and/or the Offering Period is in the best interests of the Company and the stockholders

or if continuation of the Plan and/or the Offering Period would cause the Company to incur adverse accounting charges as a result of

a change after the effective date of the Plan in the generally accepted accounting rules applicable to the Plan. Except as provided in

Section 19 and in this Section 20, no amendment to the Plan shall make any change in any option previously granted that adversely affects

the rights of any participant. In addition, to the extent necessary to comply with Rule 16b-3 under the Exchange Act, or under Section

423 of the Code (or any successor rule or provision or any applicable law or regulation), the Company shall obtain stockholder approval

in such a manner and to such a degree as so required.

(b)

Without stockholder consent and without regard to whether any participant rights may be considered to have been adversely affected, the

Committee shall be entitled to change the Offering Periods and Purchase Periods, terminate an Offering Period or Purchase Period, limit

the frequency and/or number of changes in the amount withheld during an Offering Period, establish the exchange ratio applicable to amounts

withheld in a currency other than U.S. dollars, permit payroll withholding in excess of the amount designated by a participant in order

to adjust for delays or mistakes in the Company’s processing of properly completed withholding elections, establish reasonable

waiting and adjustment periods and/or accounting and crediting procedures to ensure that amounts applied toward the purchase of Common

Stock for each participant properly correspond with amounts withheld from the participant’s Compensation, and establish such other

limitations or procedures as the Committee determines in its sole discretion advisable that are consistent with the Plan.

21.

Notices. All notices or other communications by a participant to the Company under or in connection with the Plan shall be deemed

to have been duly given when received in the form specified by the Company at the location, or by the person, designated by the Company

for the receipt thereof.

22.

Conditions Upon Issuance of Shares. Shares shall not be issued with respect to an option unless the exercise of such option and

the issuance and delivery of such Shares pursuant thereto shall comply with all applicable provisions of law, domestic or foreign, including,

without limitation, the Securities Act of 1933, as amended, the Exchange Act, the rules and regulations promulgated thereunder, applicable

state securities laws and the requirements of any stock exchange upon which the Shares may then be listed, and shall be further subject

to the approval of counsel for the Company with respect to such compliance.

a condition to the exercise of an option, the Company may require the person exercising such option to represent and warrant at the time

of any such exercise that the Shares are being purchased only for investment and without any present intention to sell or distribute

such Shares if, in the opinion of counsel for the Company, such a representation is required by any of the aforementioned applicable

provisions of law.

an Employee sells or otherwise disposes of any Shares purchased under the Plan on or before the later of (i) the date two (2) years after

the Offering Date, and (ii) the date one (1) year after the Purchase Date of such Shares, the Employee shall immediately notify the Company

in writing of such disqualifying disposition.

23.

Term of Plan; Effective Date. The Plan was originally effective on September 20, 2017. It was initially approved by the Board

of Directors on September 6, 2017, and approved by stockholders of the Company on May 10, 2018. This amended and restated Plan was approved

by the Board on April 1, 2026, subject to approval by the stockholders of the Company (the date of such stockholder approval, the “Restatement

Date”), which approval must be within 12 months after its adoption by the Board, and the amendment and restatement will apply

to Offering Periods beginning after the Restatement Date. If the Plan is not approved by the stockholders prior to May 14, 2027, this

amendment and restatement shall not become effective and the Plan will continue according to its terms. If the Plan is approved by the

stockholders prior to May 14, 2027, the Plan shall continue in effect for a term of ten years from the Restatement Date unless sooner

terminated under Section 20.

24.

Additional Restrictions of Rule 16b-3. The terms and conditions of options granted hereunder to, and the purchase of Shares by,

persons subject to Section 16 of the Exchange Act shall comply with the applicable provisions of Rule 16b-3. This Plan shall be deemed

to contain, and such options shall contain, and the Shares issued upon exercise thereof shall be subject to, such additional conditions

and restrictions as may be required by Rule 16b-3 to qualify for the maximum exemption from Section 16 of the Exchange Act with respect

to Plan transactions.

25.

Miscellaneous. Nothing in this Plan shall confer on any participant any express or implied right of continued employment by the

Company or any Subsidiary, whether for the duration of the Plan or otherwise. Nothing in this Plan shall confer on any person any legal

or equitable right against the Company or any of its affiliates, directly or indirectly, or give rise to any cause of action at law or

in equity against the Company or any of its affiliates. Neither the Shares purchased hereunder nor any other benefits conferred hereby,

including the right to purchase Shares at a discount, shall form any part of the wages or salary of any Employee for purposes of severance

pay or termination indemnities, irrespective of the reason for termination of employment. Under no circumstances shall any person ceasing

to be an employee of the Company or any of its affiliates be entitled to any compensation for any loss or any right or benefit under

this Plan which such employee might otherwise have enjoyed but for termination of employment, whether such compensation is claimed by

way of damages for wrongful or unfair dismissal, breach of contract or otherwise.

26.

Acceptance of Terms. By participating in the Plan, each participant shall be deemed to have accepted all the conditions of the

Plan and the terms and conditions of any rules and regulations adopted by the Committee and shall be fully bound thereby.

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