Form 8-K

8-K — BIOCRYST PHARMACEUTICALS INC

Accession: 0001171843-26-004096

Filed: 2026-06-12

Period: 2026-06-11

CIK: 0000882796

SIC: 2836 (BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES))

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 — f8k_061226.htm (Primary)

EX-10.1 — EXHIBIT 10.1 (exh_101.htm)

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8-K — FORM 8-K

8-K (Primary)

Filename: f8k_061226.htm · Sequence: 1

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0000882796

2026-06-11

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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): June 11, 2026

BioCryst Pharmaceuticals, Inc.

(Exact name of registrant as specified in charter)

Delaware

000-23186

62-1413174

(State or Other Jurisdiction

(Commission

(IRS Employer

of Incorporation)

File Number)

Identification No.)

4505 Emperor Blvd., Suite 200

Durham, North Carolina 27703

(Address of Principal Executive Offices) (Zip Code)

(919) 859-1302

(Registrant’s telephone number, including area code)

________________________________________

(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

BCRX

Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined

in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If 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.

Amended and Restated Stock Incentive Plan

On June 11, 2026, at the 2026 Annual Meeting of Stockholders (the “Annual

Meeting”) of BioCryst Pharmaceuticals, Inc., a Delaware corporation (the “Company”), the Company’s stockholders

approved, by the affirmative vote of a majority of the shares of the Company’s common stock represented in person or by proxy at

the Annual Meeting and voting on the proposal, a proposal to amend and restate the BioCryst Pharmaceuticals, Inc. Stock Incentive Plan

(such plan, as amended and restated, the “Stock Incentive Plan”), increasing the number of shares available for issuance under

the Stock Incentive Plan by 7,000,000 shares (the “Incentive Plan Proposal”). A detailed description of the Stock Incentive

Plan is included in the Company’s Definitive Proxy Statement for the Annual Meeting. The description of the Stock Incentive Plan

in this report does not purport to be complete and is qualified in its entirety by reference to the full text of the Stock Incentive Plan,

a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

The Annual Meeting was held on June 11, 2026 for the purpose of (1) electing

three directors to serve for a term ending at the Company’s 2029 annual meeting of stockholders and until a successor is duly elected

and qualified; (2) ratifying the appointment of Ernst & Young LLP as the Company’s independent registered public accountants

for 2026; (3) holding a non-binding, advisory vote approving the Company’s executive compensation; and (4) approving the Incentive

Plan Proposal described in Item 5.02 above.

The nominees for director were elected by the following votes:

FOR

WITHHELD

Theresa M. Heggie

176,939,696

6,915,770

Amy E. McKee, M.D.

178,820,838

5,034,628

Jon P. Stonehouse

173,944,412

9,911,054

In addition, there were 34,037,643 broker non-votes for each director.

The proposed ratification of the appointment of Ernst & Young LLP as

the Company’s independent registered public accountants for 2026 was approved by the following votes:

FOR

210,304,554

AGAINST

7,192,262

ABSTAIN

396,293

The proposed non-binding, advisory resolution regarding executive compensation

was approved by the following votes:

FOR

126,098,528

AGAINST

56,797,571

ABSTAIN

959,367

BROKER NON-VOTES

34,037,643

The Incentive Plan Proposal was approved by the following votes:

FOR

119,765,948

AGAINST

63,275,217

ABSTAIN

814,301

BROKER NON-VOTES

34,037,643

There was no other business voted upon at the Annual Meeting.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

10.1 BioCryst Pharmaceuticals, Inc. Stock Incentive Plan (as amended and restated as of April 20, 2026).

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

SIGNATURE

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: June 12, 2026

BioCryst Pharmaceuticals, Inc.

By:

/s/ Alane Barnes

Alane Barnes

Chief Legal Officer

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: exh_101.htm · Sequence: 2

Exhibit 10.1

BIOCRYST PHARMACEUTICALS, INC.

STOCK INCENTIVE PLAN

(AS AMENDED AND RESTATED AS OF APRIL 20, 2026)

ARTICLE

One

GENERAL PROVISIONS

I. PURPOSES OF THE PLAN

This Stock Incentive Plan (the “Plan”), formerly the “BioCryst Pharmaceuticals, Inc. 1991 Stock Option

Plan,” is intended to promote the interests of BioCryst Pharmaceuticals, Inc., a Delaware corporation (the “Company”),

by providing a method whereby (i) employees (including officers and directors) of the Company (or its parent or subsidiary corporations),

(ii) non-employee members of the board of directors of the Company (the “Board”) (or of any parent or subsidiary corporations)

and (iii) consultants and other independent contractors who provide valuable services to the Company (or any parent or subsidiary corporations)

may be offered the opportunity to acquire a proprietary interest, or otherwise increase their proprietary interest, in the Company as

an incentive for them to remain in the service of the Company (or any parent or subsidiary corporations).

For purposes of the Plan, the following provisions shall be applicable in determining the parent and subsidiary corporations

of the Company:

(i)

Any corporation (other than the Company) in an unbroken chain of corporations ending with the Company shall be considered

to be a parent corporation of the Company, provided each such corporation in the unbroken chain (other than the Company) owns,

at the time of the determination, stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock

in one of the other corporations in such chain.

(ii)

Each corporation (other than the Company) in an unbroken chain of corporations beginning with the Company shall be considered

to be a subsidiary of the Company, provided each such corporation (other than the last corporation) in the unbroken chain owns,

at the time of the determination, stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock

in one of the other corporations in such chain.

The Plan, as amended and restated, was approved and adopted by the Board, effective on April 20, 2026, in order to increase

by 7,000,000 the number of shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), available

for issuance under the Plan, subject to approval by the Company’s stockholders at the Company’s Annual Meeting of Stockholders

on June 11, 2026, and to make certain other changes.

II. STRUCTURE OF THE PLAN

The Plan shall be divided into three separate equity programs:

(i)

the Discretionary Option Grant Program specified in Article Two, pursuant to which eligible persons may, at the discretion

of the Plan Administrator, be granted options to purchase shares of Common Stock,

(ii)

the Stock Issuance Program specified in Article Three, pursuant to which eligible persons may, at the discretion of the

Plan Administrator, be issued shares of Common Stock directly or through the issuance of restricted stock units (“RSUs”) that

provide for the issuance of shares of Common Stock if the applicable vesting criteria are satisfied, and

(iii)

the Director Grant Program specified in Article Four, pursuant to which non-employee members of the Board may receive grants

of awards.

Unless the context clearly indicates otherwise, the provisions of Articles One and Five of the Plan shall apply to all equity

programs under the Plan and shall accordingly govern the interests of all individuals under the Plan.

III. ADMINISTRATION OF THE PLAN

The Plan shall be administered by the Committee who shall be the Compensation Committee of the Board or, in the absence

of a Compensation Committee, a properly constituted committee or the Board itself (the administrator is referred to herein as the “Committee”

or the “Plan Administrator”). Any power of the Committee may also be exercised by the Board, except to the extent that the

grant or exercise of such authority would cause any award or transaction to become subject to (or lose an exemption under) the short-swing

profit recovery provisions of Section 16 of the Securities Exchange Act of 1934, as amended (the “1934 Act”). To the extent

that any permitted action taken by the Board conflicts with action taken by the Committee, the Board action shall control. The Committee

may by resolution authorize one or more officers of the Company to perform any or all things that the Committee is authorized and empowered

to do or perform under the Plan, and for all purposes under this Plan, such officer or officers shall be treated as the Committee; provided,

however, that the resolution so authorizing such officer or officers shall specify the total number of awards (if any) such officer or

officers may award pursuant to such delegated authority, and any such award shall be subject to the form of award agreement theretofore

approved by the Compensation Committee. No such officer shall designate himself or herself as a recipient of any awards granted under

authority delegated to such officer. In addition, the Compensation Committee may delegate any or all aspects of the day-to-day administration

of the Plan to one or more officers or employees of the Company or any subsidiary or affiliate, and/or to one or more agents.

Subject to the express provisions of this Plan, the Committee shall be authorized and empowered to do all things that it

determines to be necessary or appropriate in connection with the administration of this Plan, including, without limitation: (i) to prescribe,

amend and rescind rules and regulations relating to this Plan and to define terms not otherwise defined herein; (ii) to determine which

persons are grantees, to which of such grantees, if any, awards shall be granted hereunder and the timing of any such awards; (iii) to

grant awards to grantees and determine the terms and conditions thereof, including the number of shares of Common Stock subject to awards

and the exercise or purchase price of such shares and the circumstances under which awards become exercisable or vested or are forfeited

or expire, which terms may but need not be conditioned upon the passage of time, continued employment, the satisfaction of performance

criteria, the occurrence of certain events (including events which constitute a Change in Control to the extent permitted hereunder),

or other factors; (iv) to establish and verify the extent of satisfaction of any performance goals or other conditions applicable to the

grant, issuance, exercisability, vesting and/or ability to retain any award; (v) to prescribe and amend the terms of the agreements or

other documents evidencing awards made under this Plan (which need not be identical) and the terms of or form of any document or notice

required to be delivered to the Company by grantees under this Plan; (vi) to determine the extent to which adjustments are required pursuant

to Article One; (vii) to interpret and construe this Plan, any rules and regulations under this Plan and the terms and conditions of any

award granted hereunder, and to make exceptions to any such provisions for the benefit of the Company; (viii) to approve corrections in

the documentation or administration of any award; and (ix) to make all other determinations deemed necessary or advisable for the administration

of this Plan.

All decisions, determinations and interpretations by the Committee regarding the Plan, any rules and regulations under the

Plan and the terms and conditions of or operation of any award granted hereunder, shall be final and binding on all grantees, beneficiaries,

heirs, assigns or other persons holding or claiming rights under the Plan or any award. The Committee shall consider such factors as it

deems relevant, in its sole and absolute discretion, to making such decisions, determinations and interpretations including, without limitation,

the recommendations or advice of any officer or other employee of the Company and such attorneys, consultants and accountants as it may

select.

The Committee may delegate all or a portion of their duties hereunder to one or more individuals or committees. Any reference

to the Committee or the Plan Administrator shall refer to such individual(s) or committee(s) to the extent of such delegation.

IV. ELIGIBILITY

The persons eligible to participate in the Discretionary Option Grant and Stock Issuance Programs shall be limited to the

following:

(i)

officers and other employees of the Company (or its parent or subsidiary corporations);

(ii)

individuals who are consultants or independent advisors and who provide valuable services to the Company (or its parent

or subsidiary corporations); and

(iii)

non-employee members of the Board (or of the board of directors of parent or subsidiary corporations), subject to the limits

set forth in Section II.A. of Article Four.

Only Board members who are not employees of the Company (or any parent or subsidiary) shall be eligible to receive grants

pursuant to the Director Grant Program specified in Article Four.

The Plan Administrator shall, within the scope of its administrative jurisdiction under the Plan, have full power and authority

to determine (i) whether to grant options in accordance with the Discretionary Option Grant Program or to effect stock issuances in accordance

with the Stock Issuance Program, (ii) which eligible persons are to receive option grants under the Discretionary Option Grant Program,

the time or times when such option grants are to be made, the number of shares to be covered by each such grant, the status of the granted

option as either an incentive stock option (“Incentive Option”) which satisfies the requirements of Section 422 of the Internal

Revenue Code of 1986, as amended (the “Code”) or a non-statutory option not intended to meet such requirements, the time or

times when each such option is to become exercisable, the vesting schedule (if any) applicable to the option shares and the maximum term

for which such option is to remain outstanding, and (iii) which eligible persons are to receive stock issuances under the Stock Issuance

Program, the time or times when such issuances are to be made, the number of shares to be issued to each grantee, the vesting schedule

(if any) applicable to the shares and the consideration for such shares.

V. STOCK SUBJECT TO THE PLAN

Shares of the Company’s Common Stock shall be available for issuance under the Plan and shall be drawn from either

the Company’s authorized but unissued shares of Common Stock or from reacquired shares of Common Stock, including shares repurchased

by the Company on the open market. The maximum number of shares of Common Stock which may be issued over the term of the Plan, as amended

and restated, shall not exceed 88,090,000 shares, subject to adjustment from time to time in accordance with the provisions of this Section

V. The total number of shares available under the Plan, as amended and restated, as of April 20, 2026 is 61,000,333. This amount consists

of 46,287,133 shares reserved for awards already issued, 7,713,200 shares of Common Stock available for future issuance under the Plan,

and the increase of 7,000,000 shares of Common Stock authorized by the Board (subject to approval by the Company’s stockholders

at the Annual Meeting of Stockholders on June 11, 2026).

In no event shall the number of shares of Common Stock for which any one individual participating in the Plan may receive

options, separately exercisable stock appreciation rights and direct stock issuances and RSUs exceed 1,500,000 shares of Common Stock

in the aggregate in any calendar year. For purposes of such limitation, however, no stock options granted prior to the date the Common

Stock was first registered under Section 12 of the 1934 Act (the “Section 12(g) Registration Date”) shall be taken into account.

Should an outstanding option under this Plan expire or terminate for any reason prior to exercise in full, the shares subject

to the portion of the option not so exercised shall be available for subsequent option grants or direct stock issuances or RSUs under

the Plan. Unvested shares issued under the Plan and subsequently repurchased by the Company, at the original issue price paid per share,

pursuant to the Company’s repurchase rights under the Plan, or shares underlying terminated RSUs, shall be added back to the number

of shares of Common Stock reserved for issuance under the Plan and shall accordingly be available for reissuance through one or more subsequent

option grants or direct stock issuances or RSUs under the Plan. However, shares subject to an award under the Plan may not again be made

available for issuance under the Plan if such shares are: (i) shares that were subject to a stock-settled stock appreciation right and

were not issued upon the net settlement or net exercise of such stock appreciation right, (ii) shares used to pay the exercise price of

an option, (iii) shares delivered to or withheld by the Company to pay the withholding taxes related to an award, or (iv) shares repurchased

on the open market with the proceeds of an option exercise. Shares of Common Stock subject to any option surrendered for an appreciation

distribution under Section IV of Article Two or Section II.B.1.(iv) of Article Four shall not be available for subsequent issuance under

the Plan.

In the event any change is made to the Common Stock issuable under the Plan by reason of any stock split, stock dividend,

recapitalization, combination of shares, exchange of shares or other change affecting the outstanding Common Stock as a class without

receipt of consideration, then appropriate adjustments shall be made to (i) the maximum number and/or class of securities issuable under

the Plan, (ii) the maximum number and/or class of securities for which any one individual participating in the Plan may be granted stock

options, separately exercisable stock appreciation rights, and direct stock issuances and RSUs under the Plan from and after the Section

12(g) Registration Date, (iii) the number and/or class of securities and price per share in effect under each outstanding option and stock

appreciation right under the Plan, (iv) the number and/or class of securities in effect under each outstanding direct stock issuance and

RSU under the Plan, and (v) the number and/or class of securities for which grants are subsequently to be made per non-employee Board

member under the Director Grant Program. The purpose of such adjustments shall be to preclude the enlargement or dilution of rights and

benefits under the Plan.

The fair market value per share of Common Stock on any relevant date under the Plan shall be determined in accordance with

the following provisions:

(i)

If the Common Stock is not at the time listed or admitted to trading on any national securities exchange but is traded in

the over-the-counter market, the fair market value shall be the mean between the highest bid and lowest asked prices (or, if such information

is available, the closing selling price) per share of Common Stock on the date in question in the over-the-counter market, as such prices

are reported on the Nasdaq National Market, the Nasdaq Global Select Market or any successor system. If there are no reported bid and

asked prices (or closing selling price) for the Common Stock on the date in question, then the mean between the highest bid price and

lowest asked price (or the closing selling price) on the last preceding date for which such quotations exist shall be determinative of

fair market value.

(ii)

If the Common Stock is at the time listed or admitted to trading on any national securities exchange, then the fair market

value shall be the closing selling price per share of Common Stock on the date in question on the securities exchange determined by the

Plan Administrator to be the primary market for the Common Stock, as such price is officially quoted in the composite tape of transactions

on such exchange. If there is no reported sale of Common Stock on the exchange on the date in question, then the fair market value shall

be the closing selling price on the exchange on the last preceding date for which such quotation exists.

(iii)

If the Common Stock is at the time neither listed nor admitted to trading on any securities exchange nor traded in the over-the-counter

market, then the fair market value shall be determined by the Plan Administrator after taking into account such factors as the Plan Administrator

shall deem appropriate.

VI. MINIMUM VESTING

Notwithstanding any other provision of this Plan to the

contrary, in no event shall any award granted pursuant to this Plan vest prior to the twelve (12)-month anniversary of the date of grant,

other than in connection with the grantee’s death or permanent disability or, to the extent permitted hereunder, in connection with

a Change in Control (provided that this limitation shall not apply with respect to up to five percent (5%) of the shares of Common Stock

available for issuance under this Plan following approval of the Plan at the Company’s Annual Meeting of Stockholders on June 11,

2026). The minimum vesting period set forth in this Section VI may not be waived or superseded by any provision in an award or other agreement.

ARTICLE

Two

DISCRETIONARY OPTION GRANT PROGRAM

I. TERMS AND CONDITIONS OF OPTIONS

Options granted pursuant to this Article Two shall be

authorized by action of the Plan Administrator and may, at the Plan Administrator’s discretion, be either Incentive Options or non-statutory

options. Individuals who are not Employees may only be granted non-statutory options under this Article Two. Each option granted shall

be evidenced by one or more instruments in the form approved by the Plan Administrator. Each such instrument shall, however, comply with

the terms and conditions specified below, and each instrument evidencing an Incentive Option shall, in addition, be subject to the applicable

provisions of Section II of this Article Two.

Option Price.

The option price per share shall be fixed by the Plan Administrator. In no event, however, shall the option price per share

be less than one hundred percent (100%) of the fair market value per share of Common Stock on the date of the option grant.

The option price shall become immediately due upon exercise of the option and shall, subject to the provisions of Section

IV of this Article Two and the instrument evidencing the grant, be payable through one of the following methods (or a combination thereof):

(i)

full payment in cash or check drawn to the Company’s order;

(ii)

full payment in shares of Common Stock held by the optionee for the requisite period necessary to avoid a charge to the

Company’s earnings for financial reporting purposes and valued at fair market value on the Exercise Date (as such term is defined

below);

(iii)

full payment through a “net settlement” procedure pursuant to which the Company shall withhold shares of Common

Stock issuable in connection with the exercise of the option with a fair market value equal to the exercise price and, if elected by the

optionee, all applicable Federal and State income and employment taxes required to be withheld by the Company in connection with such

exercise;

(iv)

full payment through a broker-dealer sale and remittance procedure pursuant to which the optionee (I) shall provide irrevocable

written instructions to a designated brokerage firm to effect the immediate sale of the purchased shares and remit to the Company, out

of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate option price payable for the purchased

shares plus all applicable Federal and State income and employment taxes required to be withheld by the Company in connection with such

purchase and (II) shall provide written directives to the Company to deliver the certificates for the purchased shares directly to such

brokerage firm in order to complete the sale transaction; or

(v)

such other method as permitted by the Plan Administrator, including any combination of the foregoing.

For purposes of this subparagraph 2, the Exercise Date

shall be the date on which written notice of the option exercise is delivered to the Company. Except to the extent the sale and remittance

procedure is utilized in connection with the exercise of the option, payment of the option price for the purchased shares must accompany

such notice.

Term and Exercise of Options.

Each option granted under this Article Two shall be

exercisable at such time or times, during such period, and for such number of shares as shall be determined by the Plan Administrator

and set forth in the instrument evidencing the option grant. No such option, however, shall have a maximum term in excess of ten (10)

years from the grant date. During the lifetime of the optionee, the option, together with any stock appreciation rights pertaining to

such option, shall be exercisable only by the optionee and shall not be assignable or transferable by the optionee except for a transfer

of the option by will or by the laws of descent and distribution following the optionee’s death and, for the avoidance of doubt,

may not be transferred to a third party for cash or other value. However, the Plan Administrator shall have the discretion to provide

that a non-statutory option may, in connection with the optionee’s estate plan, be assigned in whole or in part during the optionee’s

lifetime either (i) as a gift to one or more members of optionee’s immediate family, to a trust in which optionee and/or one or

more such family members hold more than fifty percent (50%) of the beneficial interest or an entity in which more than fifty percent (50%)

of the voting interests are owned by optionee and/or one or more such family members, or (ii) pursuant to a domestic relations order.

The assigned portion shall be exercisable only by the person or persons who acquire a proprietary interest in the option pursuant to such

assignment. The terms applicable to the assigned portion shall be the same as those in effect for this option immediately prior to such

assignment and shall be set forth in such documents issued to the assignee as the Plan Administrator may deem appropriate.

Termination of Service.

Except to the extent otherwise provided pursuant to Section V of this Article Two or pursuant to an applicable award agreement,

the following provisions shall govern the exercise period applicable to any options held by the optionee at the time of cessation of Service

or death.

(i)

Should the optionee cease to remain in Service for any reason other than death or permanent disability, then the period

for which each outstanding vested option held by such optionee is to remain exercisable shall be limited to the three (3)-month period

following the date of such cessation of Service. However, should optionee die during the three (3)-month period following his or her cessation

of Service, the personal representative of the optionee’s estate or the person or persons to whom the option is transferred pursuant

to the optionee’s will or in accordance with the laws of descent and distribution shall have a twelve (12)-month period following

the date of the optionee’s death during which to exercise such option.

(ii)

In the event such Service terminates by reason of permanent disability (as defined in Section 22(e)(3) of the Code), then

the period for which each outstanding vested option held by the optionee is to remain exercisable shall be limited to the twelve (12)-month

period following the date of such cessation of Service.

(iii)

Should the optionee, after completing five (5) full years of Service, die while in Service, then the exercisability of each

of his or her outstanding options shall automatically accelerate so that each such option shall become fully exercisable with respect

to the total number of shares of Common Stock at the time subject to such option and may be exercised for all or any portion of such shares.

The personal representative of the optionee’s estate or the person or persons to whom the option is transferred pursuant to the

optionee’s will or in accordance with the laws of descent and distribution shall have a twelve (12)-month period following the date

of the optionee’s death during which to exercise such option.

(iv)

In the event such Service terminates by reason of death prior to the optionee obtaining five (5) full years of Service,

then the period for which each outstanding vested option held by the optionee at the time of death shall be exercisable by the optionee’s

estate or the person or persons to whom the option is transferred pursuant to the optionee’s will or in accordance with the laws

of descent and distribution shall be limited to the twelve (12)-month period following the date of the optionee’s death.

(v)

Under no circumstances, however, shall any such option be exercisable after the specified expiration date of the option

term.

(vi)

Each such option shall, during such limited exercise period, be exercisable for any or all of the shares for which the option

is exercisable on the date of the optionee’s cessation of Service. Upon the expiration of such limited exercise period or (if earlier)

upon the expiration of the option term, the option shall terminate and cease to be exercisable. However, each outstanding option shall

immediately terminate and cease to remain outstanding, at the time of the optionee’s cessation of Service, with respect to any shares

for which the option is not otherwise at that time exercisable or in which the optionee is not otherwise vested.

(vii)

Should (i) the optionee’s Service be terminated for misconduct (including, but not limited to, any act of dishonesty,

willful misconduct, fraud or embezzlement) or (ii) the optionee make any unauthorized use or disclosure of confidential information or

trade secrets of the Company or its parent or subsidiary corporations, then in any such event all outstanding options held by the optionee

under this Article Two shall terminate immediately and cease to be exercisable.

The Plan Administrator shall have complete discretion, exercisable either at the time the option is granted or at any time

while the option remains outstanding, to permit one or more options held by the optionee under this Article Two to be exercised, during

the limited period of exercisability provided under subparagraph 1 above, not only with respect to the number of shares for which each

such option is exercisable at the time of the optionee’s cessation of Service but also with respect to one or more subsequent installments

of purchasable shares for which the option would otherwise have become exercisable had such cessation of Service not occurred.

For purposes of the foregoing provisions of this Section I.C (and for all other purposes under the Plan):

(i)

The optionee shall be deemed to remain in the Service of the Company for so long as such individual renders services

on a periodic basis to the Company (or any parent or subsidiary corporation) in the capacity of an Employee, a non-employee member of

the board of directors or an independent consultant or advisor, unless the agreement evidencing the applicable option grant specifically

states otherwise.

(ii)

The optionee shall be considered to be an Employee for so long as such individual remains in the employ of the Company

or one or more of its parent or subsidiary corporations, subject to the control and direction of the employer entity not only as to the

work to be performed but also as to the manner and method of performance.

Stockholder Rights.

An optionee shall have no stockholder rights with respect

to any shares covered by the option until such individual shall have exercised the option and paid the option price for the purchased

shares. Without limitation, an optionee shall not have any right to receive dividends with respect to an unexercised option.

No Repricing.

No option or stock appreciation right may be repriced,

regranted through cancellation, including cancellation in exchange for cash or other awards, or otherwise amended to reduce its option

price or exercise price (other than with respect to adjustments made in connection with a transaction or other change in the Company’s

capitalization as permitted under this Plan) without the approval of the stockholders of the Company.

Repurchase Rights.

The shares of Common Stock acquired upon the exercise

of options granted under this Article Two may be subject to repurchase by the Company in accordance with the following provisions:

The Plan Administrator shall have the discretion to grant options which are exercisable for unvested shares of Common Stock

under this Article Two. Should the optionee cease Service while holding such unvested shares, the Company shall have the right to repurchase

any or all those unvested shares at the option price paid per share. The terms and conditions upon which such repurchase right shall be

exercisable (including the period and procedure for exercise and the appropriate vesting schedule for the purchased shares) shall be established

by the Plan Administrator and set forth in the instrument evidencing such repurchase right.

All of the Company’s outstanding repurchase rights shall automatically terminate, and all shares subject to such terminated

rights shall immediately vest in full, upon the occurrence of any Corporate Transaction under Section III of this Article Two, except

to the extent: (i) any such repurchase right is expressly assigned to the successor corporation (or parent thereof) in connection with

the Corporate Transaction or (ii) such termination is precluded by other limitations imposed by the Plan Administrator at the time the

repurchase right is issued.

The Plan Administrator shall have the discretionary authority, exercisable either before or after the optionee’s cessation

of Service, to cancel the Company’s outstanding repurchase rights with respect to one or more shares purchased or purchasable by

the optionee under this Discretionary Option Grant Program and thereby accelerate the vesting of such shares in whole or in part at any

time.

II. INCENTIVE OPTIONS

The terms and conditions specified below shall be applicable

to all Incentive Options granted under this Article Two. Incentive Options may only be granted to individuals who are Employees of the

Company. Options which are specifically designated as “non-statutory” options when issued under the Plan shall not be subject

to such terms and conditions.

Dollar Limitation. The aggregate fair market value (determined as of the respective date or dates of grant)

of the Common Stock for which one or more options granted to any Employee under this Plan (or any other option plan of the Company or

its parent or subsidiary corporations) may for the first time become exercisable as incentive stock options under the Federal tax laws

during any one calendar year shall not exceed the sum of One Hundred Thousand Dollars ($100,000). To the extent the Employee holds two

or more such options which become exercisable for the first time in the same calendar year, the foregoing limitation on the exercisability

of such options as incentive stock options under the Federal tax laws shall be applied on the basis of the order in which such options

are granted. Should the number of shares of Common Stock for which any Incentive Option first becomes exercisable in any calendar year

exceed the applicable One Hundred Thousand Dollar ($100,000) limitation, then that option may nevertheless be exercised in such calendar

year for the excess number of shares as a non-statutory option under the Federal tax laws.

10% Stockholder. If any individual to whom an Incentive Option is granted is the owner of stock (as determined

under Section 424(d) of the Code) possessing 10% or more of the total combined voting power of all classes of stock of the Company or

any one of its parent or subsidiary corporations, then the option price per share shall not be less than one hundred and ten percent (110%)

of the fair market value per share of Common Stock on the grant date, and the option term shall not exceed five (5) years, measured from

the grant date.

Termination of Employment. Any portion of an Incentive Option that remains outstanding (by reason of the optionee

remaining in the Service of the Company, pursuant to the Plan Administrator’s exercise of discretion under Section V of this Article

Two, or otherwise) more than 3 months following the date an optionee ceases to be an Employee of the Company shall thereafter be exercisable

as a non-statutory option under federal tax laws.

Except as modified by the preceding provisions of this

Section II, the provisions of Articles One, Two and Five of the Plan shall apply to all Incentive Options granted hereunder.

III. CORPORATE TRANSACTIONS/CHANGES IN CONTROL

For purposes of this Section III (and for all other purposes under the Plan), a Corporate Transaction shall be deemed to

occur in the event of:

a merger or consolidation in which the Company is not the surviving entity, except for a transaction the principal purpose

of which is to change the State of the Company’s incorporation,

the sale, transfer or other disposition of all or substantially all of the assets of the Company in liquidation or dissolution

of the Company, or

any reverse merger in which the Company is the surviving entity but in which securities possessing more than fifty percent

(50%) of the total combined voting power of the Company’s outstanding securities are transferred to a person or persons different

from the persons holding those securities immediately prior to such merger.

Immediately after the consummation of the Corporate Transaction, all outstanding options under this Article Two shall fully

vest, terminate and cease to be outstanding, except to the extent continued or assumed (as applicable) by the Company or the successor

corporation or its parent company. The Plan Administrator shall have complete discretion to provide, on such terms and conditions as it

sees fit, for a cash payment to be made to any optionee on account of any option terminated in accordance with this paragraph, in an amount

equal to the excess (if any) of (A) the fair market value of the shares subject to the option as of the date of the Corporate Transaction,

over (B) the aggregate exercise price of the option.

Each outstanding option under this Article Two which is assumed in connection with the Corporate Transaction or is otherwise

to continue in effect shall be appropriately adjusted, immediately after such Corporate Transaction, to apply and pertain to the number

and class of securities which would have been issued to the option holder, in consummation of such Corporate Transaction, had such person

exercised the option immediately prior to such Corporate Transaction. Appropriate adjustments shall also be made to the option price payable

per share, provided the aggregate option price payable for such securities shall remain the same. In addition, the class and number

of securities available for issuance under the Plan following the consummation of the Corporate Transaction shall be appropriately adjusted.

Any such options that are so continued or assumed in connection with a Corporate Transaction shall be treated as follows: if the grantee’s

employment is terminated by the Company without Cause or the grantee resigns due to a Constructive Termination, in either case within

the ninety (90) day period preceding or the two (2) year period following the Corporate Transaction, the exercisability of such option

shall automatically accelerate, and the Company’s outstanding repurchase rights under this Article Two shall immediately terminate;

provided, however, that if the Company, the acquiror or successor refuses to continue (or, as applicable, assume) the option in connection

with the Corporate Transaction, the exercisability of such option under this Article Two shall automatically accelerate, and the Company’s

outstanding repurchase rights under this Article Two shall immediately terminate upon the occurrence of such Corporate Transaction.

The grant of options under this Article Two shall in no way affect the right of the Company to adjust, reclassify, reorganize

or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part

of its business or assets.

In the event of a Change in Control: if the grantee’s employment is terminated by the Company without Cause or the

grantee resigns due to a Constructive Termination, in either case within the ninety (90) day period preceding or the two (2) year period

following the Change in Control, the exercisability of the grantee’s options shall automatically accelerate, and the Company’s

outstanding repurchase rights under this Article Two shall immediately terminate; provided, however, that if the acquiror or successor

refuses to assume the option in connection with the Change in Control, the exercisability of such option under this Article Two shall

automatically accelerate, and the Company’s outstanding repurchase rights under this Article Two shall immediately terminate upon

the occurrence of such Change in Control. In the event that the acquiror or successor refuses to assume the option in connection with

the Change in Control, the Plan Administrator shall have complete discretion to provide, on such terms and conditions as it sees fit,

for a cash payment to be made to any optionee on account of any option terminated in accordance with this paragraph, in an amount equal

to the excess (if any) of (A) the fair market value of the shares subject to the option as of the date of the Change in Control, over

(B) the aggregate exercise price of the option.

For purposes of this Section III (and for all other purposes under the Plan), a Change in Control shall be deemed to occur

in the event:

any person or related group of persons (other than the Company or a person that directly or indirectly controls, is controlled

by, or is under common control with, the Company) directly or indirectly acquires beneficial ownership (within the meaning of Rule 13d-3

of the 1934 Act) of securities possessing more than fifty percent (50%) of the total combined voting power of the Company’s outstanding

securities pursuant to a tender or exchange offer made directly to the Company’s stockholders; or

there is a change in the composition of the Board over a period of twenty-four (24) consecutive months or less such that

a majority of the Board members (rounded up to the next whole number) ceases, by reason of one or more contested elections for Board membership,

to be comprised of individuals who either (A) have been Board members continuously since the beginning of such period or (B) have been

elected or nominated for election as Board members during such period by at least two-thirds of the Board members described in clause

(A) who were still in office at the time such election or nomination was approved by the Board.

Unless terminated in accordance with Section III.B of this Article Two above, all options accelerated in connection with

the Corporate Transaction or Change in Control (either at the time of the Corporate Transaction or Change in Control or as otherwise provided

in this Section III) shall remain fully exercisable until the expiration or sooner termination of the option term.

The portion of any Incentive Option accelerated under this Section III in connection with a Corporate Transaction or Change

in Control shall remain exercisable as an incentive stock option under the Federal tax laws only to the extent the dollar limitation of

Section II of this Article Two is not exceeded. To the extent such dollar limitation is exceeded, the accelerated portion of such option

shall be exercisable as a non-statutory option under the Federal tax laws.

For purposes of this Article Two and for purposes of Article Three:

“Cause” means, unless otherwise provided in the applicable award agreement, the Company’s termination

of the grantee’s employment for any of the following reasons: (i) failure or refusal to comply in any material respect with lawful

policies, standards or regulations of the Company; (ii) a violation of a federal or state law or regulation applicable to the business

of the Company; (iii) conviction or plea of no contest to a felony under the laws of the United States or any State; (iv) fraud or misappropriation

of property belonging to the Company or its affiliates; (v) a breach in any material respect of the terms of any confidentiality, invention

assignment or proprietary information agreement with the Company or with a former employer; (vi) failure to satisfactorily perform the

grantee’s duties after having received written notice of such failure and at least thirty (30) days to cure such failure; or (vii)

misconduct or gross negligence in connection with the performance of the grantee’s duties.

“Constructive Termination” means, unless otherwise provided in the applicable award agreement, the grantee’s

resignation of employment with the Company within ninety (90) days of the occurrence of any of the following: (i) a material reduction

in the grantee’s responsibilities; (ii) a material reduction in the grantee’s base salary; or (iii) a relocation of the grantee’s

principal office to a location more than 50 miles from the location of the grantee’s existing principal office.

IV. STOCK APPRECIATION RIGHTS

Provided and only if the Plan Administrator determines in its discretion to implement the stock appreciation right provisions

of this Section IV, one or more optionees may be granted the right, exercisable upon such terms and conditions as the Plan Administrator

may establish, to surrender all or part of an unexercised option granted under this Article Two in exchange for a distribution from the

Company in an amount equal to the excess of (i) the fair market value (on the option surrender date) of the number of shares in which

the optionee is at the time vested under the surrendered option (or surrendered portion thereof) over (ii) the aggregate option price

payable for such vested shares. The distribution may be made in shares of Common Stock valued at fair market value on the option surrender

date, in cash, or partly in shares and partly in cash, as the Plan Administrator shall determine in its sole discretion.

The shares of Common Stock subject to any option surrendered for an appreciation distribution pursuant to this Section IV

shall not be available for subsequent option grant under the Plan.

Stockholder Rights. A stock appreciation right holder shall have no stockholder rights with respect to any

shares covered by the stock appreciation right until such individual shall have exercised the stock appreciation right and received the

acquired shares. Without limitation, a stock appreciation right holder shall not have any right to receive dividends with respect to a

stock appreciation right.

V. EXTENSION OF EXERCISE PERIOD

The Plan Administrator shall have full power and authority,

exercisable either at the time the option is granted or at any time while the option remains outstanding, to extend the period of time

for which any option granted under this Article Two is to remain exercisable following the optionee’s cessation of Service or death

from the limited period in effect under Section I.C.1 of Article Two to such greater period of time as the Plan Administrator shall deem

appropriate; provided, however, that in no event shall such option be exercisable after the specified expiration date of the option

term.

ARTICLE

Three

STOCK ISSUANCE PROGRAM

I. STOCK ISSUANCE TERMS

Shares of Common Stock may be issued under the Stock

Issuance Program through direct and immediate issuances without any intervening option grants. Each such stock issuance shall be evidenced

by a Stock Issuance Agreement which complies with the terms specified below. Shares of Common Stock may also be issued under the Stock

Issuance Program pursuant to RSUs, which are awards granted to eligible individuals that entitle them to shares of Common Stock (or cash

in lieu thereof) in the future following the satisfaction of vesting conditions imposed by the Plan Administrator.

Vesting Provisions.

The Plan Administrator may issue shares of Common Stock under the Stock Issuance Program which are to vest in one or more

installments over the grantee’s period of Service or upon attainment of specified performance objectives. Alternatively, the Plan

Administrator may issue RSUs under the Stock Issuance Program which shall entitle the recipient to receive a specified number of shares

of Common Stock upon the attainment of one or more Service and/or performance goals established by the Plan Administrator. Upon the attainment

of such Service and/or performance goals, fully-vested shares of Common Stock shall be issued in satisfaction of those RSUs.

Any new, substituted or additional securities or other property (including money paid other than as a regular cash dividend)

issued by reason of any stock dividend, stock split, recapitalization, combination of shares, exchange of shares or other change affecting

the outstanding Common Stock as a class without the Company’s receipt of consideration, shall be issued or set aside with respect

to the shares of unvested Common Stock granted to a grantee or subject to a grantee’s RSUs, subject to (i) the same vesting requirements

applicable to the grantee’s unvested shares of Common Stock or RSUs, and (ii) such escrow arrangements as the Plan Administrator

shall deem appropriate.

The grantee shall have full stockholder rights with respect to any shares of Common Stock issued to the grantee under the

Stock Issuance Program, whether or not the grantee’s interest in those shares is vested, except that the grantee shall not have

dividend rights with respect to such shares prior to the vesting of such shares. However, the Plan Administrator may provide for a grantee

to receive one or more dividend equivalents with respect to such shares, entitling the grantee to all regular cash dividends payable on

such shares of Common Stock, which amounts shall be (i) subject to the same vesting requirements applicable to the shares of Common Stock

granted hereunder, and (ii) payable upon vesting of the shares to which such dividend equivalents relate.

The grantee shall not have any stockholder rights with respect to any shares of Common Stock subject to an RSU. However,

the Plan Administrator may provide for a grantee to receive one or more dividend equivalents with respect to such shares, entitling the

grantee to all regular cash dividends payable on the shares of Common Stock underlying the RSU, which amounts shall be (i) subject to

the same vesting requirements applicable to the shares of Common Stock underlying the RSU, and (ii) payable upon issuance of the shares

to which such dividend equivalents relate.

Should the grantee cease to remain in Service while holding one or more unvested shares of Common Stock issued under the

Stock Issuance Program or should the performance objectives not be attained with respect to one or more such unvested shares of Common

Stock, then those shares shall be immediately surrendered to the Company for cancellation, and the grantee shall have no further stockholder

rights with respect to those shares. To the extent the surrendered shares were previously issued to the grantee for consideration paid

in cash, the Company shall repay to the grantee the cash consideration paid for the surrendered shares.

Except as prohibited by the last sentence of Section VI of Article One, the Plan Administrator may in its discretion waive

the surrender and cancellation of one or more unvested shares of Common Stock which would otherwise occur upon the cessation of the grantee’s

Service or the non-attainment of the performance objectives applicable to those shares. Such waiver shall result in the immediate vesting

of the grantee’s interest in the shares of Common Stock as to which the waiver applies. Such waiver may be effected at any time,

whether before or after the grantee’s cessation of Service or the attainment or non-attainment of the applicable performance objectives.

Outstanding RSUs under the Stock Issuance Program shall automatically terminate, and no shares of Common Stock shall actually

be issued in satisfaction of those awards, if the Service and/or performance goals established for such awards are not attained. The Plan

Administrator, however, shall, except as prohibited by the last sentence of Section VI of Article One above, have the discretionary authority

to issue shares of Common Stock in satisfaction of one or more outstanding RSUs as to which the designated Service and/or performance

goals are not attained. Such authority may be exercised at any time, whether before or after the grantee’s cessation of Service

or the attainment or non-attainment of the applicable performance objectives.

II. CORPORATE TRANSACTION/CHANGE IN CONTROL

All of the Company’s outstanding repurchase rights under the Stock Issuance Program shall terminate automatically,

and all the shares of Common Stock subject to those terminated rights shall immediately vest in full, in the event of any Corporate Transaction,

except to the extent (i) those repurchase rights are to be assigned to the successor corporation (or parent thereof) in connection with

such Corporate Transaction, or (ii) such accelerated vesting is precluded by other limitations imposed in the Stock Issuance Agreement,

unless the Plan Administrator determines to waive such limitations.

Each award which is assigned in connection with (or is otherwise to continue in effect after) a Corporate Transaction shall

be appropriately adjusted such that it shall apply and pertain to the number and class of securities issued to the grantee in consummation

of the Corporate Transaction with respect to the shares granted to grantee under this Article Three.

In the event of a Change in Control, shares of restricted stock and RSUs shall be treated as follows: if the grantee’s

employment is terminated by the Company without Cause or the grantee resigns due to a Constructive Termination, in either case within

the ninety (90) day period preceding or the two (2) year period following the Change in Control, the vesting of such restricted stock

and RSUs shall automatically accelerate (and all of the shares of Common Stock subject to such RSUs shall be issued to grantees), and

the Company’s outstanding repurchase rights under this Article Three shall immediately terminate; provided, however, that if the

acquiror or successor refuses to assume the shares of restricted stock or RSUs or substitute an award of equivalent value (as determined

by the Committee in its discretion) in connection with the Change in Control, the vesting of such restricted stock or RSUs under this

Article Three shall automatically accelerate (and all of the shares of Common Stock subject to such RSUs shall be issued to grantees).

To the extent any shares of restricted stock or RSUs vest in whole or in part based on the achievement of performance criteria, the amount

that shall vest in accordance with the proviso to the immediately-preceding sentence shall vest based on the higher of actual performance

goal attainment through the date of the Change in Control or a prorated amount using target performance and based on the time elapsed

in the performance period as of the date of the Change in Control.

III. STOCKHOLDER RIGHTS

Individuals who are granted shares of Common Stock pursuant to this Article Three shall be the owners of such shares for

all purposes while holding such Common Stock, and may exercise full voting rights with respect to those shares at all times while held

by the individuals. Individuals who have been granted RSUs shall have no voting rights with respect to Common Stock underlying RSUs unless

and until such Common Stock is reflected as issued and outstanding shares on the Company’s stock ledger.

Individuals who are granted shares of Common Stock pursuant to this Article Three shall not have dividend rights with respect

to such shares prior to the vesting of such shares. However, the Plan Administrator may provide for a grantee to receive one or more dividend

equivalents with respect to such shares, entitling the grantee to all regular cash dividends payable on such shares of Common Stock, which

amounts shall be (i) subject to the same vesting requirements applicable to the shares of Common Stock granted hereunder, and (ii) payable

upon vesting of the shares to which such dividend equivalents relate.

IV. SHARE ESCROW / LEGENDS

Unvested shares may, in the Plan Administrator’s

discretion, be held in escrow by the Company until the grantee’s interest in such shares vests or may be issued directly to the

grantee with restrictive legends on the certificates evidencing those unvested shares.

ARTICLE

Four

DIRECTOR GRANT PROGRAM

I. ELIGIBILITY

The individuals eligible to receive grants pursuant to

the provisions of this Article Four shall be (i) those individuals who, after the effective date of this amendment and restatement, first

become non-employee Board members, whether through appointment by the Board, election by the Company’s stockholders, or by continuing

to serve as a Board member after ceasing to be employed by the Company, and (ii) those individuals already serving as non-employee Board

members on the effective date of this amendment and restatement. As used herein, a “non-employee” Board member is any Board

member who is not employed by the Company on the date in question.

II. TERMS AND CONDITIONS OF DIRECTOR GRANTS

Grants. Grants under this Article Four shall be made pursuant to a Director Compensation Policy adopted by

the Board (the “Director Compensation Policy”) and may be in the form of non-statutory options, RSUs, shares of Common Stock,

other awards issuable under the Plan or a combination thereof, as determined by the Committee. In no event shall the aggregate grant date

fair value (calculated in accordance with FASB ASC Topic 718) of all awards granted under the Plan during any calendar year to any non-employee

Board member (excluding any awards granted at the election of a non-employee Board member in lieu of all or any portion of cash retainers

or fees otherwise payable to non-employee Board members in cash), together with the amount of any cash fees or retainers paid to such

non-employee Board members during such calendar year with respect to such individual’s service as a non-employee Board member, exceed

$750,000 (or, for a non-employee Board member who first joins the Board, $1,000,000).

Terms and Conditions of Grants.

Options.

(i)

Term. Each option granted under this Article Four shall be exercisable at such time or times, during such period,

and for such number of shares as shall be set forth in the Director Compensation Policy or as otherwise determined by the Plan Administrator

and set forth in the instrument evidencing the option grant. No such option, however, shall have a maximum term in excess of ten (10)

years from the grant date.

(ii)

Option Price. The option price per share shall be fixed by the Plan Administrator. In no event, however, shall the

option price per share be less than one hundred percent (100%) of the fair market value per share of Common Stock on the date of the option

grant. The option price shall become immediately due upon exercise of the option and shall, subject to Section II.B.1.(iv) of this Article

Four and the instrument evidencing the grant, be payable in any manner set forth in Section I.A.2 of Article Two.

(iii)

Non-Transferability. During the lifetime of the optionee, each option grant, together with any limited stock appreciation

right pertaining to such option, shall be exercisable only by the optionee and shall not be assignable or transferable by the optionee,

except to the extent such option or the limited stock appreciation right is assigned or transferred (i) by will or by the laws of descent

and distribution following the optionee’s death, or (ii) during optionee’s lifetime either (A) as a gift in connection with

the optionee’s estate plan to one or more members of optionee’s immediate family, to a trust in which optionee and/or one

or more such family members hold more than fifty percent (50%) of the beneficial interest or to an entity in which more than fifty percent

(50%) of the voting interests are owned by optionee and/or one or more such family members, or (B) pursuant to a domestic relations order.

The portion of any option assigned or transferred during optionee’s lifetime shall be exercisable only by the person or persons

who acquire a proprietary interest in the option pursuant to such assignment. The terms applicable to the assigned portion shall be the

same as those in effect for this option immediately prior to such assignment and shall be set forth in such documents issued to the assignee

as the Plan Administrator may deem appropriate.

(iv)

Stock Appreciation Rights. With respect to each option granted under this Article Four, solely to the extent provided

by the Plan Administrator in its sole discretion, each optionee shall have the right to surrender all or part of the option (to the extent

not then exercised) in exchange for a distribution from the Company in an amount equal to the excess of (i) the fair market value (on

the option surrender date) of the number of shares in which the grantee is at the time vested under the surrendered option (or surrendered

portion thereof) over (ii) the aggregate option price payable for such vested shares. The distribution shall be made in shares of Common

Stock valued at fair market value on the option surrender date.

(v)

No Repricing. No option or stock appreciation right may be repriced, regranted through cancellation, including cancellation

in exchange for cash or other awards, or otherwise amended to reduce its option price or exercise price (other than with respect to adjustments

made in connection with a transaction or other change in the Company’s capitalization as permitted under this Plan) without the

approval of the stockholders of the Company.

Grants Generally.

(i)

Stockholder Rights. The holder of an option grant under this Article Four shall have none of the rights of a stockholder

with respect to any shares subject to such option until such individual shall have exercised the option and paid the exercise price for

the purchased shares, and the holder of RSUs granted under this Article Four shall have none of the rights of a stockholder with respect

to any shares subject to such RSUs until shares have been delivered in settlement thereof. Without limitation, a grantee shall not have

any right to receive dividends with respect to an unexercised option or unsettled RSUs.

(ii)

Corporate Transactions/Changes in Control. In connection with a Corporate Transaction or a Change in Control, grants

under this Article Four shall be treated in the manner specified in Article Two (with respect to options) or Article Three (with respect

to shares of Common Stock and RSUs), as applicable.

(iii)

Subject to the terms of the Plan, the terms and conditions of the grants under this Article Four shall be determined by

the Plan Administrator consistent with the Director Compensation Policy.

ARTICLE

Five

PERFORMANCE GOALS

I. GENERAL

The Plan Administrator may establish performance criteria

and level of achievement versus such criteria that shall determine the number of shares of Common Stock or RSUs to be granted, retained,

vested, issued or issuable under or in settlement of or the amount payable pursuant to an award hereunder. In addition, the Plan Administrator

may specify that an award or a portion of an award shall be subject to measures based on one or more performance criteria selected by

the Committee and specified at the time the award is granted. The Committee shall certify the extent to which any performance criteria

have been satisfied, and the amount payable as a result thereof, prior to payment, settlement or vesting of any award subject thereto.

Notwithstanding satisfaction of any performance goals, the number of shares of Common Stock issued under or the amount paid under an award

may, to the extent specified in the applicable award agreement, be reduced by the Committee on the basis of such further considerations

as the Committee in its sole discretion shall determine.

II. PERFORMANCE CRITERIA

For purposes of this Plan, performance criteria may include

any one or more performance criteria, either individually, alternatively or in any combination, applied to either the Company as a whole

or to a business unit or subsidiary, either individually, alternatively or in any combination, and measured either quarterly, annually

or cumulatively over a period of years, on an absolute basis or relative to a pre-established target, to previous years’ results

or to a designated comparison group, in each case as specified by the Committee. The Committee (A) shall appropriately adjust any evaluation

of performance under applicable performance criteria to eliminate the effects of charges for restructurings, discontinued operations,

extraordinary items and all items of gain, loss or expense determined to be extraordinary or unusual in nature or related to the acquisition

or disposal of a segment of a business or related to a change in accounting principle all as determined in accordance with standards established

by opinion No. 30 of the Accounting Principles Board (APB Opinion No. 30) or other applicable or successor accounting provisions, as well

as the cumulative effect of accounting changes, in each case as determined in accordance with generally accepted accounting principles

or identified in the Company’s financial statements or notes to the financial statements, and (B) may appropriately adjust any evaluation

of performance under applicable performance criteria to exclude any of the following events that occurs during a performance period: (i)

asset write-downs; (ii) litigation, claims, judgments or settlements; (iii) the effect of changes in tax law or other such laws or provisions

affecting reported results; (iv) the adverse effect of work stoppages or slowdowns; (v) accruals for reorganization and restructuring

programs; and (vi) accruals of any amounts for payment under this Plan or any other compensation arrangement maintained by the Company.

ARTICLE

Six

MISCELLANEOUS

I. AMENDMENT OF THE PLAN

The Board shall have complete and exclusive power and

authority to amend or modify the Plan in any or all respects whatsoever. However, no such amendment or modification shall, without the

consent of the holders, adversely affect rights and obligations with respect to options at the time outstanding under the Plan. In addition,

certain amendments may require stockholder approval pursuant to applicable laws or regulations.

II. TAX WITHHOLDING

The Company’s obligation to deliver shares or cash upon the exercise of stock options or stock appreciation rights

or upon the grant or vesting of direct stock issuances or RSUs under the Plan shall be subject to the satisfaction of all applicable Federal,

State, and local income and employment tax withholding requirements.

The Plan Administrator may, in its discretion and upon such terms and conditions as it may deem appropriate, provide any

or all holders of outstanding options or stock issuances under the Plan (other than the grants under Article Four) with the election to

have the Company withhold, from the shares of Common Stock otherwise issuable upon the exercise or vesting of such awards, a whole number

of such shares with an aggregate fair market value equal to the minimum amount necessary (or, if determined by the Plan Administrator

in its discretion and to the extent adverse accounting treatment does not result, at the maximum applicable individual statutory tax rates)

to satisfy the Federal, State and local income and employment tax withholdings (the “Taxes”) incurred in connection with the

acquisition or vesting of such shares. In lieu of such direct withholding, one or more grantees may also be granted the right to deliver

whole shares of Common Stock to the Company in satisfaction of such Taxes. Any withheld or delivered shares shall be valued at their fair

market value on the applicable determination date for such Taxes.

III. EFFECTIVE DATE AND TERM OF PLAN

The Plan, as amended and restated, shall be effective on the date specified in the Board of Directors resolution adopting

the Plan. Except as provided below, each option issued and outstanding under the Plan immediately prior to such effective date shall continue

to be governed solely by the terms and conditions of the agreement evidencing such grant, and nothing in this restatement of the Plan

shall be deemed to affect or otherwise modify the rights or obligations of the holders of such options with respect to their acquisition

of shares of Common Stock thereunder. The Plan Administrator shall, however, have full power and authority, under such circumstances as

the Plan Administrator may deem appropriate (but in accordance with Section I of this Article Five), to extend one or more features of

this amendment and restatement to any options outstanding on the effective date.

Unless sooner terminated in accordance with the other provisions of this Plan, the Plan shall terminate upon the earlier

of (i) ten (10) years following the date this amendment and restatement of the Plan is approved by the Board or (ii) the date on which

all shares available for issuance under the Plan shall have been issued or cancelled pursuant to the exercise, surrender or cash-out of

the options granted hereunder. If the date of termination is determined under clause (i) above, then any options or stock issuances outstanding

on such date shall continue to have force and effect in accordance with the provisions of the agreements evidencing those awards.

Options may be granted with respect to a number of shares of Common Stock in excess of the number of shares at the time

available for issuance under the Plan, provided each granted option is not to become exercisable, in whole or in part, at any time

prior to stockholder approval of an amendment authorizing a sufficient increase in the number of shares issuable under the Plan.

IV. USE OF PROCEEDS

Any cash proceeds received by the Company from the sale

of shares pursuant to options or stock issuances granted under the Plan shall be used for general corporate purposes.

V. REGULATORY APPROVALS

The implementation of the Plan, the granting of any option hereunder, and the issuance of stock (i) upon the exercise or

surrender of any option or (ii) under the Stock Issuance Program shall be subject to the procurement by the Company of all approvals and

permits required by regulatory authorities having jurisdiction over the Plan, the options granted under it and the stock issued pursuant

to it.

No shares of Common Stock or other assets shall be issued or delivered under the Plan unless and until there shall have

been compliance with all applicable requirements of Federal and state securities laws, including (to the extent required) the filing and

effectiveness of the Form S-8 registration statement for the shares of Common Stock issuable under the Plan, and all applicable listing

requirements of any stock exchange (or the Nasdaq National Market, the Nasdaq Global Select Market or any successor system, if applicable)

on which the Common Stock is then trading.

VI. NO EMPLOYMENT/SERVICE RIGHTS

Neither the action of the Company in establishing or

restating the Plan, nor any action taken by the Plan Administrator hereunder, nor any provision of the Plan shall be construed so as to

grant any individual the right to remain in the employ or service of the Company (or any parent or subsidiary corporation) for any period

of specific duration, and the Company (or any parent or subsidiary corporation retaining the services of such individual) may terminate

such individual’s employment or service at any time and for any reason, with or without cause.

VII. MISCELLANEOUS PROVISIONS

Except to the extent otherwise expressly provided in the Plan, the right to acquire Common Stock or other awards under the

Plan may not be assigned, encumbered or otherwise transferred by any grantee.

Awards issued under the Plan shall be subject to any clawback policy of the Company as in effect from time-to-time. No recovery

of compensation under any such policy will be an event giving rise to a right to resign for “good reason” or be deemed a “constructive

termination” (or any similar term) as such terms are used in any agreement between any grantee and the Company.

The provisions of the Plan relating to the exercise of options and the issuance and/or vesting of shares shall be governed

by the laws of the State of Delaware without resort to that state’s conflict-of-laws provisions, as such laws are applied to contracts

entered into and performed in such State.

The Plan is intended to be an unfunded plan. Grantees are and shall at all times be general creditors of the Company with

respect to their awards. If the Committee or the Company chooses to set aside funds in a trust or otherwise for the payment of awards

under the Plan, such funds shall at all times be subject to the claims of the creditors of the Company in the event of its bankruptcy

or insolvency.

Awards to Non-U.S. Employees. The Committee shall have the power and authority to determine which subsidiary

corporations shall be covered by this Plan and which employees outside the United States shall be eligible to participate in the Plan.

The Committee may adopt, amend, or rescind rules, procedures, or sub-plans relating to the operation and administration of the Plan to

accommodate the specific requirements of local laws, procedures, and practices. Without limiting the generality of the foregoing, the

Committee is specifically authorized to adopt rules, procedures, and sub-plans with provisions that limit or modify rights on death, disability,

or retirement or on termination of employment; available methods of exercise or settlement of an award; payment of income, social insurance

contributions and payroll taxes; the withholding procedures and handling of any stock certificates or other indicia of ownership which

vary with local requirements. The Committee may also adopt rules, procedures or sub-plans applicable to particular subsidiary corporations

or locations.

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