EX-99.3

EX-99.3 4 vrax-ex99_3.htm EX-99.3 EX-99.3

附件99.3

微脈生物實驗室集團有限公司。
2024股權激勵計劃

第一條

目的

Virax Biolabs Group Ltd.期權激勵計劃（以下簡稱“401(k)計劃的僱主貢獻”）的目的是爲了使開曼群島公司Virax Biolabs Group Ltd.（以下簡稱“公司”）及其股東受益，通過幫助該公司及其子公司吸引、留住並激勵該公司及其聯屬公司的關鍵管理人員、董事和顧問，並使這些服務提供者的利益與公司股東的利益保持一致。因此，該計劃提供非合格股票期權、激勵性股票期權、限制性股票獎勵、限制性股票單位獎勵、股票增值權、績效股票獎勵、績效單位獎勵、非限制性股票獎勵、分配等效權利，或前述權利的任何組合。

第二條

定義

除非上下文另有說明，否則以下定義適用於該計劃：

2.1

“附屬公司「公司」應指（i）任何直接或間接控制、被控制或與公司共同受控的人或實體，和/或（ii）在委員會規定範圍內，公司具有重大利益的任何人或實體。「控制」一詞（包括在相關情況下，「被控制」和「與共同受控」這些術語），如用於任何人或實體，指任何擁有直接或間接指導或導致指導該人或實體的管理和政策的權力，無論是通過持有表決或其他證券，還是通過合同或其他方式。

2.2

“獎勵「股票獎勵」是指任何期權、限制性股票獎勵、限制性股票單位獎勵、業績股票獎勵、業績單位獎勵、股票增值權、分配等效權或無限制股票獎勵。

2.3

“（d）「董事會」應指公司的董事會。「應指公司與持有人之間關於獎勵的書面協議，列明獎勵的條款與條件，如有修改則需遵循協議。」

2.4

“董事會「董事會」指公司的董事會。

2.5

“基準值”應具有第14.2節中所定義的含義。

2.6

“原因「」表示（i）如果持有人與公司或附屬公司訂立了定義「原因」（或類似術語）的僱傭或服務協議，則「」應具有該協議所規定的相同含義，原因在該協議中，「控制權變更」具有相同的含義，或（ii）對於不是該協議的締約方的持有人，“原因「公司或其關聯公司終止僱員（或其他服務關係持有人）的僱傭（或其他服務關係）」指的是因持有人（A）故意不合理履行被分配的職責，（B）在履行持有人職責時不誠實或故意瀆職，（C）參與對公司或其關聯公司有重大不利的交易，（D）涉及個人利潤的違反受託責任，（E）故意違反任何法律、規則、法規或法院命令（但不包括輕罪交通違規和不涉及濫用或挪用資金或財產的輕罪行爲），（F）實施欺詐行爲或故意佔有、挪用公司或其關聯公司的任何資產或機會，或（G）實質違反計劃或持有人獎勵協議或持有人與公司或其關聯公司之間的任何其他書面協議的任何條款，以上各種情況均由董事會誠信確定，該確定將是最終、確定和對所有當事方具有約束力的。

2.7

“控制權變更「」指除非在授予協議中另有規定， (i) 對於與公司或關聯公司簽訂就業或諮詢協議並定義「變更控制」（或類似術語）的持有人控制權變更在該協議中，「控制權變更」具有相同的含義，或（ii）對於不是該協議的締約方的持有人，“控制權變更指滿足以下任一或多個條件（且「控制權變更」應視爲在滿足以下任一或多個條件的首日發生）的情況：

(a)

除本公司、關聯公司或該公司或其關聯公司的員工福利計劃之外的任何人（如該項用語在《證券交易法》第13（d）和第14（d）（2）段中所述，在本定義中以下簡稱“持有當某個人直接或間接地成爲本公司證券的受益所有人（如《證券交易法》第13d-3條規定）時，該證券代表公司的組合表決權超過50％；

(b)

合併、重組或其他業務合併（「其他業務合併」），但不包括持有股份的股東在其他業務合併後，與生存公司的普通股或普通股的比例近乎相同；其他業務合併後，股東持有存續公司普通股或普通股的比例與其他業務合併前立即相同；業務組合其它

(c)

對於將公司的所有或實質上所有資產出售或處置給任何非聯屬公司的協議結束。

(d)

股東批准公司全面清算計劃，不包括將公司合併至任何子公司或因此而進行的清算，導致原為公司股東的人員其他。

在此清算之前，對於這些股東而言，在此清算之前他們持有的普通股或普通股，適用時，與此清算之後生存公司相比持有的比例大致相同；

(e)

在任何二十四(24)個月內，現任董事應不再組成董事會的大部分，或本公司任何繼承者的董事會；提供, 但是若有任何由現任董事會的大部分共同選舉或提名選舉的董事當選或被提名，則仍在任的現任董事會的大部分，應視為本段(e)目的上的現任董事，但對於這個目的，排除因實際或潛在的選舉或罷免董事的競爭，或由個人、實體或「團體」實際或潛在地代表進行代理或同意書徵詢而導致上述個人的最初就職。若不包括任何因此定義中的第(a)、(b)、(c)或(d)段而導致的這種情形。

儘管前述，僅為確定根據任何構成「延期薪酬」的獎勵支付時間的目的，根據代碼第409A條的規定，一個公司的變更將僅限於「公司所有權的變更」，「公司有效控制的變更」，或者「公司大部分資產的所有權變更」，這些術語的定義如美國財政部規定的第1.409A-3(i)(5)條所示。

2.8

“編碼“”應指1986年修訂版的《稅收法典》，以及任何後繼者。在計劃中對法典的任何部分的參考應被視為包括該部分下的任何法規或其他解釋指導，以及該部分、法規或指導的任何修訂或後續規定。

2.9

“委員會「細部」指由董事會根據第4.1條選出的兩位（2）名以上委員組成的委員會。

2.10

“權益代理「”」應該按照前言中給予該術語的含義，包括任何繼任者。

2.11

“顧問「顧問」指的是任何人，包括受僱於公司或附屬公司提供諮詢或諮詢服務並為此服務而獲得報酬的顧問，或者是作為附屬公司董事會成員提供服務並為此服務獲得報酬的人。但僅因擔任董事，或收取相應的費用，並不會使董事被視為計劃的「顧問」。儘管前述如此，根據該計劃，只有當根據《證券法》提供 Form S-8 注冊聲明來向該等人員註冊公司證券的供應或銷售時，該人才被視為是本計劃下的顧問。.

2.12

“董事「董事」指董事會成員或聯屬公司的董事會成員，兩者都不是員工。

2.13

“分拆等值權「本條款」指的是根據該計畫第 XIII 條授予的獎勵，賦予持有人獲得簿記記帳信用、現金

支付和/或股份分派金額相等，與持有者在持有分配等值權期間持有指定數量的股份期間所作的分配金額相同。

2.14

“分配等值權授予協議「持有人」指公司與持有人就分配等值權獲獎事項達成書面協議。

2.15

“生效日期「」指的是2024年4月17日。

2.16

“雇員「僱員」指代公司或聯屬公司的任何員工，包括任何高級職員。

2.17

“證券交易所法案「" 交易所 "」指的是經修訂的1934年美國證券交易法。

2.18

“公平市值「分鐘」在任何日期的意思，可按以下方式確定：

(a)

如果股票掛牌於任何已建立的股票交易所或國家市場系統，則在確定日該股票的每股收盤價（如果未報告任何交易，則為收盤買盤）將根據該交易所或系統上的報價公佈。《華爾街日報》或委員會認為可靠的其他來源。或委員會認為可靠的其他來源；

(b)

如果股票經常由認可的證券經紀報價，但未報告銷售價格，則該股票的公平市場價值將是確定日股票的高買盤和低賣盤每股價格之間的平均值。《華爾街日報》或委員會認為可靠的其他來源。或委員會認為可靠的其他來源；或

(c)

在沒有股票訂立市場的情況下，公平市值將由委員會（如委員會依其自行決定決定利用獨立第三方，則憑良心行事）善意地確定。

(d)

儘管前述所載，所有情況下公平市值之確定應符合代碼第409A條款的要求，以使獎勵符合或豁免代碼第409A條款所需。

2.19

“「家庭成員」個人指的是任何子女、繼子女、外孫女、父母、繼父母、配偶、前配偶、兄弟姐妹、侄子侄女、外母、外父、女婿、兒媳、兄弟姊妹或姐妹（包括領養關係）、與持有人共同生活的任何人（不包括持有人的租戶或僱員）、trust，其實際利益佔有50%以上的信託、一個基金會，其中該等人（或持有人）控制資產管理, 以及任何其他實體，該等人（或持有人）擁有50%以上的表決權益。

2.20

“持有者” 是指獲得獎勵的員工、董事或顧問，或根據本計劃條款（如適用）獲得此類獎勵的任何此類個人的受益人、遺產或代表。

2.21

“激勵股票期權「」表示委員會指定的「激勵性股票期權」，並符合法典第422節的相關規定。

2.22

“現任董事「任期」應指計劃規定的任何時期，以確定是否發生權力轉移，任期開始時，其成員均爲董事會成員。

2.23

“獨立第三方「獨立第三方」指在提供投資銀行或類似鑑定或估值服務方面具有經驗，並且通常具有對證券或其他財產進行估值的專業知識，用於本計劃的目的。委員會可以利用一個或多個獨立第三方。

2.24

“不符合資格的股票期權「」表示委員會未指定爲激勵性股票期權的選項。

2.25

“選項「期權」指計劃第VII條項下授予的獎項，即購買股份的選擇權，包括激勵股票期權和非合格股票期權。

2.26

“期權「選項」指公司與持有人之間關於期權的書面協議。

2.27

“績效指標「委員會」是指爲了確定持有人在績效期間的績效目標而選擇的標準。

2.28

“績效目標「目標」應指委員會爲績效期設立的基於績效標準的書面目標，可能與持有人、公司或附屬公司的業績有關。

2.29

“績效期間「委員會」指一項或多項經委員會選擇、時長不同且可能相互重疊的時間段，用於衡量績效目標的實現情況，以確定持有人獲得、以及支付績效股獎勵或績效單位獎勵的條件。

2.30

“績效股票獎勵「」或「」績效股「應指根據計劃第12條項下授予的獎勵，在預定績效目標達成後，股票將支付給持有人。」

2.31

“績效股票協議” 是指公司與持有人之間關於績效股票獎勵的書面協議。

2.32

“績效單位獎勵「」或「」績效單位「績效單位」指根據計劃第11條授予的獎勵，滿足預定績效目標後，將根據授予持有人的單位數量給持有人支付現金獎勵。

2.33

“績效單位協議「協議」是指公司與持有人就績效單位獎勵事宜所達成的書面協議。

2.34

“401(k)計劃的僱主貢獻「本集團2024年Virax Biolabs股權激勵計劃」指的是，隨時修訂的本計劃，連同在此基礎上使用的每個獎勵協議。

2.35

“受限股票獎勵”和“受限股票，除非參與者對根據2018年計劃授予的受限股票進行第83（b）條款選舉（如下所述），否則在授予該獎項時，接收此類獎勵的參與者將不會認可美國應稅普通收入，同時我們將不會被允許在此類獎項授予時認可扣減款項。當一項獎勵保持未獲豁免或其他實質性風險失去之狀態時，參與者將認可股息的數量作爲報酬所認可的收入，我們將允許扣除相同的金額。當獎項獲得豁免或不再存在重大風險失去之時，公允價值溢價將被認可爲參與者的普通收入，並且將以我們的聯邦所得稅的目的表明爲扣減。根據有關規定，股票被處分所獲得的利潤或損失將被視爲資本收益或資本損失，資本收益或損失是根據參與者從認購股票或解除實質性風險失去之日期算起持有該股票的時間而定的，如果持有期超過一年，則將是長期或短期的。「受限制的股票獎勵」是指根據股票計劃第VIII條授予的股票獎勵，受受讓人限制的限制。

2.36

“受限股票協議「受限股票獎勵協議」是公司與受限股票獲得者之間關於受限股票授權的書面協議。

2.37

“受限股本單位獎勵”和“RSUs支付「股票獎勵」應指根據計劃第X條授予的獎勵，在預先確定的個人服務相關的獲得條件滿足後，將根據授予給持有人的單位數量發放現金或股份。

2.38

“限制性股票單位協議「受限股票獎勵協議」是公司與受限股票獲得者之間關於受限股票授權的書面協議。

2.39

“限制期"期限"是指受限制的股票獎勵所受限制的期限，如適用的受限股票協議所規定。

2.40

“（c）與需要解決的受限普通股獎勵相關的問題，管理員可以授予或限制參與人獲得宣佈的適用於未解除限制的獎勵所涉及的普通股的股息權益。任何股息權的條款應按照適用於獎勵協議規定的方式進行制定，包括付款的時間和形式以及這些股息是否應計利息，或視爲更多受限普通股的再投資。如果管理員授予參與人獲得對未解除的限制普通股獎勵宣佈的股息權，則此類股息應受到同樣的業績條件和/或服務條件的限制。「股票死期」是指根據《受限股票獎勵計劃》授予給員工、董事或顧問的股票受到的沒收、轉讓和/或其他限制，該限制在《受限股票協議》中規定。

2.41

“規則16b-3「規則160億.3」指證券交易所法規委員會根據證券交易所法頒佈的規則，隨時可能修訂，並且實現相同或實質相似功能的任何後繼規則，法規或法律。

2.42

“股份「」或「」股票「」應指公司的普通股，面值 $0.001每股.

2.43

“股票升值權「」或「」SAR股票增值權獎勵是指根據計劃第6(c)條規定的股票增值權獎勵，並代表一個未投資和未保障的承諾，根據適用的獎勵協議的條款，承諾交付股票、現金、其他證券、其他獎勵或其他財產，其價值等於SAR的每股公允市場價值超過行權價格每股的部分。「獎勵」是指根據計劃第十四條授予的權利，單獨或與相關期權一起授予

在獎勵日期和行使日期之間，收到與特定數量股票增值相等的支付。

2.44

“股票增值權協議「股票增值權」應指公司與持有人就股票增值權之書面協議。

2.45

“Tandem股票增值權「所謂“”股票增值權”指與相關期權授予掛鉤的股票增值權，行使部分或全部股票增值權導致終止相關期權下購買部分或全部股份的權利，所有如第十四條中所載。」

2.46

“持股超過10％的股東「”」指的是在給予員工選擇權的同時，擁有公司或任何母公司或子公司的所有類別股票的總合投票權中超過百分之十（10%）的股份的員工，如《稅法》第424條所定義，在《稅法》第422條（b）（6）條的含義中。

2.47

“服務終止「終止」指持有人在任何情況下與公司或其相關聯公司終止僱用，或身份為董事或顧問，包括但不限於嚴重傷殘或死亡，但在第6.4條所規定的情況除外。如終止服務構成頒獎項目涉及法典第409A條的付款事件，終止服務應僅在根據法典第409A條和相關機構所定義的「與服務的分離」發生時視為發生。

2.48

“「完全和永久殘疾」是指個人因任何已醫學確定之身體或精神障礙，預料將導致死亡，或已持續或預料將持續連續十二（12）個月，而無法從事任何實質獲利活動，根據該法典第22（e）（3）節之意義。「個人的」指的是因為可以預期會導致死亡或已持續或可以預期持續不少於12個月的醫學可確定的身體或精神障礙，使該個人無法從事任何實質的有利職業活動，符合《法典》第22(e)(3)條的含義。

2.49

“單位「單位」指會計單位，代表每個績效單位協議中委員會指定的金額，或代表每個受限股票單位獎勵的一股股票。

2.50

“不受限制的股票獎勵“不受限制”表示根據股份計劃第九條授予的獎項，不受限制的股份。

2.51

“開放式股票協議“"表示公司與持有人之間關於無限制股票獎勵的書面協議。

第三條款

計畫生效日期

計劃將自生效日期起生效，前提是該計劃在公司股東在該日期後十二(12)個月內批准。

第四條

行政部門

4.1

委員會組成。計劃應由董事會指定的委員會管理。在需要的情況下，為了遵守交易所法案第160條3規定或相關證券交易所或經紀人報價服務，該委員會應僅由兩（2）名或更多名董事組成，每位董事均應符合（i）《160億3》規定中的「非員工董事」及（ii）任何適用上市要求之「獨立」要求；若委員會成員符合資格以在該計劃下獲得獎勵，則該委員會成員對於其自己的獎勵概無權限。

4.2

權力根據計劃的其他規定，委員會擁有唯一的權限，酌情決定計劃下所有事項，包括但不限於(i) 確定哪些員工、董事或顧問將獲得獎勵，(ii) 決定何時發放獎勵（獎勵的授予日期將是委員會授予獎勵的日期），(iii) 應授予何種類型的獎勵，(iv) 獎勵的期限，(v) 獎勵授予的日期或日期，(vi) 任何根據獎項應支付的形式，(vii) 獎項的條款和條件（包括獎項的沒收，以及/或者任何金融收益，如果獎項持有人違反任何適用的限制性契約），(viii) 限制性股票獎項下的限制，(ix) 可根據獎項發行的股份數，(x) 適用於任何獎項的業績目標以及這些目標的認證，以及(xi) 放棄任何限制性或業績目標，但在所有情況下需遵守適用法律。在做出這些決定時，委員會可以考慮各位員工、董事和顧問提供的服務性質，他們對公司（或聯屬公司）成功的現有和潛在貢獻以及委員會酌情認為相關的其他因素。

4.3

其他板塊董事會應依照計畫其他條款所授權的附加權力行事。在計畫明文規定之前提下，董事會有權解釋計畫和根據此展開執行的各項獎勵協議，制定與該計畫相關的規則和規定，以達到該計畫意圖，確定每項獎勵的條款、限制和條件，並作出管理計畫所需的其他判斷。董事會可以以委託執行該計畫所認為適當的方式，校正任何獎勵協議中的缺陷、補充任何遺漏或協調任何不一致，以及解決該計畫所需的方式、範圍。本條所指事項的董事會決定將對公司和所有持有人具有最終且有約束力的效力。

4.4

委員會行動。在遵守所有適用法律的前提下，委員會的行動將需要委員會大多數成員的同意，可以口頭在委員會會議上表達，也可以書面表達。

會議缺席。委員會任何成員在計劃相關的善意行動、不作為或決定均不負任何責任。

第五條及每個其他貸款文件所涉及的所有項目，在結束日時（或任何需要有實質性或實質性不利影響資格的陳述和保證時，在所有方面）均為真實、正確無誤的，并且在結束日時不存在任何違約，且不會因為在結束日時進行任何信貸擴充或使用所得的款項而導致違約，自最新會計財務報表的日期以來，也沒有發生任何事件或情況，無論個別還是綜合來看，都已經或可能對企業造成重大不利影響；

受計劃和相關限制約束的股份

5.1

授權股份委員會可能不時向一名或多名依其認定有資格參與該計劃的僱員、董事和/或顧問授予獎項，並根據第六條的規定進行。依據必要根據第十五條進行的任何調整，計劃保留並可發放和發行的股票總數為250,000。如果（i）在此授予的任何期權或其他獎項通過提供股票（實際或通過擔保）或公司通過扣減股票來行使，或（ii）由於此期權或其他獎項而產生的稅款或扣減責任通過提供股票（實際或通過擔保）或公司通過扣減股票來支付，則在每種情況下，提供或扣減的股票股份將按一對一的比例添加到計劃下可供授予的股票股份中。通過此計劃頒發的獎項下的股份，如果被沒收、取消、未行使到期，或以現金解決，同樣可以再次作為獎項根據計劃發行。

5.2

Types of Shares. The Shares to be issued pursuant to the grant or exercise of an Award may consist of authorized but unissued Shares, Shares purchased on the open market or Shares previously issued and outstanding and reacquired by the Company.

5.3

Aggregate Incentive Stock Option Limit. Notwithstanding anything to the contrary in Section 5.1, and subject to Article XV, the aggregate maximum number of shares of Stock that may be issued pursuant to the exercise of Incentive Stock Options is 250,000 shares.

Article VI

ELIGIBILITY AND TERMINATION OF SERVICE

6.1

Eligibility. Awards made under the Plan may be granted solely to individuals who, at the time of grant, are Employees, Directors or Consultants. An Award may be granted on more than one occasion to the same Employee, Director or Consultant, and, subject to the limitations set forth in the Plan, such Award may include, a Non-qualified Stock Option, a Restricted Stock Award, a Restricted Stock Unit Award, an Unrestricted Stock Award, a Distribution Equivalent Right Award, a Performance Stock Award, a Performance Unit Award, a Stock Appreciation Right, a Tandem Stock Appreciation Right, or any combination thereof, and solely for Employees, an Incentive Stock Option.

6.2

Termination of Service. Except to the extent inconsistent with the terms of the applicable Award Agreement and/or the provisions of Section 6.3 or 6.4, the

following terms and conditions shall apply with respect to a Holder’s Termination of Service with the Company or an Affiliate, as applicable:

(a)

The Holder’s rights, if any, to exercise any then exercisable Options and/or Stock Appreciation Rights shall terminate:

(i)

If such termination is for a reason other than the Holder’s Total and Permanent Disability or death, ninety (90) days after the date of such Termination of Service;

(ii)

If such termination is on account of the Holder’s Total and Permanent Disability, one (1) year after the date of such Termination of Service; or

(iii)

If such termination is on account of the Holder’s death, one (1) year after the date of the Holder’s death.

Upon such applicable date the Holder (and such Holder’s estate, designated beneficiary or other legal representative) shall forfeit any rights or interests in or with respect to any such Options and Stock Appreciation Rights. Notwithstanding the foregoing, the Committee, in its sole discretion, may provide for a different time period in the Award Agreement, or may extend the time period, following a Termination of Service, during which the Holder has the right to exercise any vested Non-qualified Stock Option or Stock Appreciation Right, which time period may not extend beyond the expiration date of the Award term.

(b)

In the event of a Holder’s Termination of Service for any reason prior to the actual or deemed satisfaction and/or lapse of the Restrictions, vesting requirements, terms and conditions applicable to a Restricted Stock Award and/or Restricted Stock Unit Award, such Restricted Stock and/or RSUs shall immediately be canceled, and the Holder (and such Holder’s estate, designated beneficiary or other legal representative) shall forfeit any rights or interests in and with respect to any such Restricted Stock and/or RSUs.

6.3

Special Termination Rule. Except to the extent inconsistent with the terms of the applicable Award Agreement, and notwithstanding anything to the contrary contained in this Article VI, if a Holder’s employment with, or status as a Director of, the Company or an Affiliate shall terminate, and if, within ninety (90) days of such termination, such Holder shall become a Consultant, such Holder’s rights with respect to any Award or portion thereof granted thereto prior to the date of such termination may be preserved, if and to the extent determined by the Committee in its sole discretion, as if such Holder had been a Consultant for the entire period during which such Award or portion thereof had been outstanding. Should the Committee effect such determination with respect to such Holder, for all purposes of the Plan, such Holder shall not be treated as if his or her employment or Director status had terminated until such time as his or her Consultant status shall terminate, in which case his or her Award, as it may have been reduced in connection with the Holder’s becoming a Consultant, shall be treated pursuant to the provisions of Section 6.2, provided, however, that any such Award which is intended to be an Incentive Stock Option shall, upon the Holder’s no longer being an

Employee, automatically convert to a Non-qualified Stock Option. Should a Holder’s status as a Consultant terminate, and if, within ninety (90) days of such termination, such Holder shall become an Employee or a Director, such Holder’s rights with respect to any Award or portion thereof granted thereto prior to the date of such termination may be preserved, if and to the extent determined by the Committee in its sole discretion, as if such Holder had been an Employee or a Director, as applicable, for the entire period during which such Award or portion thereof had been outstanding, and, should the Committee effect such determination with respect to such Holder, for all purposes of the Plan, such Holder shall not be treated as if his or her Consultant status had terminated until such time as his or her employment with the Company or an Affiliate, or his or her Director status, as applicable, shall terminate, in which case his or her Award shall be treated pursuant to the provisions of Section 6.2.

6.4

Termination of Service for Cause. Notwithstanding anything in this Article VI or elsewhere in the Plan to the contrary, and unless a Holder’s Award Agreement specifically provides otherwise, in the event of a Holder’s Termination of Service for Cause, all of such Holder’s then outstanding Awards shall expire immediately and be forfeited in their entirety upon such Termination of Service.

Article VII

OPTIONS

7.1

Option Period. The term of each Option shall be as specified in the Option Agreement; provided, however, that except as set forth in Section 7.3, no Option shall be exercisable after the expiration of ten (10) years from the date of its grant. If the Option would expire at a time when the exercise of the Option would violate applicable securities laws, the expiration date applicable to the Option will be automatically extended to a date that is 30 calendar days following the date such exercise would no longer violate applicable securities laws (so long as such extension shall not violate Section 409A of the Code); provided, that in no event shall such expiration date be extended beyond the expiration of the option period.

7.2

Limitations on Exercise of Option. An Option shall be exercisable in whole or in such installments and at such times as specified in the Option Agreement

7.3

Special Limitations on Incentive Stock Options. To the extent that the aggregate Fair Market Value (determined at the time the respective Incentive Stock Option is granted) of Shares with respect to which Incentive Stock Options are exercisable for the first time by an individual during any calendar year under all plans of the Company and any parent corporation or subsidiary corporation thereof (both as defined in Section 424 of the Code) which provide for the grant of Incentive Stock Options exceeds One Hundred Thousand Dollars ($100,000) (or such other individual limit as may be in effect under the Code on the date of grant), the portion of such Incentive Stock Options that exceeds such threshold shall be treated as Non-qualified Stock Options. The Committee shall determine, in accordance with applicable provisions of the Code, Treasury Regulations and other administrative pronouncements, which of a Holder’s Options, which were intended by the Committee to be Incentive Stock Options

when granted to the Holder, will not constitute Incentive Stock Options because of such limitation, and shall notify the Holder of such determination as soon as practicable after such determination. No Incentive Stock Option shall be granted to an Employee if, at the time the Incentive Stock Option is granted, such Employee is a Ten Percent Stockholder, unless (i) at the time such Incentive Stock Option is granted the Option price is at least one hundred ten percent (110%) of the Fair Market Value of the Shares subject to the Incentive Stock Option, and (ii) such Incentive Stock Option by its terms is not exercisable after the expiration of five (5) years from the date of grant. No Incentive Stock Option shall be granted more than ten (10) years from the earlier of the Effective Date or date on which the Plan is approved by the Company’s stockholders. The designation by the Committee of an Option as an Incentive Stock Option shall not guarantee the Holder that the Option will satisfy the applicable requirements for “incentive stock option” status under Section 422 of the Code.

7.4

Option Agreement. Each Option shall be evidenced by an Option Agreement in such form and containing such provisions not inconsistent with the other provisions of the Plan as the Committee from time to time shall approve, including, but not limited to, provisions intended to qualify an Option as an Incentive Stock Option. An Option Agreement may provide for the payment of the Option price, in whole or in part, by the delivery of a number of Shares (plus cash if necessary) that have been owned by the Holder for at least six (6) months and having a Fair Market Value equal to such Option price, or such other forms or methods as the Committee may determine from time to time, in each case, subject to such rules and regulations as may be adopted by the Committee. Each Option Agreement shall, solely to the extent inconsistent with the provisions of Sections 6.2, 6.3, and 6.4, as applicable, specify the effect of Termination of Service on the exercisability of the Option. Moreover, without limiting the generality of the foregoing, a Non-qualified Stock Option Agreement may provide for a “cashless exercise” of the Option, in whole or in part, by (a) establishing procedures whereby the Holder, by a properly-executed written notice, directs (i) an immediate market sale or margin loan as to all or a part of Shares to which he is entitled to receive upon exercise of the Option, pursuant to an extension of credit by the Company to the Holder of the Option price, (ii) the delivery of the Shares from the Company directly to a brokerage firm and (iii) the delivery of the Option price from sale or margin loan proceeds from the brokerage firm directly to the Company, or (b) reducing the number of Shares to be issued upon exercise of the Option by the number of such Shares having an aggregate Fair Market Value equal to the Option price (or portion thereof to be so paid) as of the date of the Option’s exercise. An Option Agreement may also include provisions relating to: (i) subject to the provisions hereof, accelerated vesting of Options, including but not limited to, upon the occurrence of a Change of Control, (ii) tax matters (including provisions covering any applicable Employee wage withholding requirements) and (iii) any other matters not inconsistent with the terms and provisions of the Plan that the Committee shall in its sole discretion determine. The terms and conditions of the respective Option Agreements need not be identical.

7.5

Option Price and Payment. The price at which a Share may be purchased upon exercise of an Option shall be determined by the Committee; provided, however, that such Option price (i) shall not be less than the Fair Market Value of a Share on the

date such Option is granted (or 110% of Fair Market Value for an Incentive Stock Option held by Ten Percent Stockholder, as provided in Section 7.3), and (ii) shall be subject to adjustment as provided in Article XV. The Option or portion thereof may be exercised by delivery of an irrevocable notice of exercise to the Company. The Option price for the Option or portion thereof shall be paid in full in the manner prescribed by the Committee as set forth in the Plan and the applicable Option Agreement, which manner, with the consent of the Committee, may include the withholding of Shares otherwise issuable in connection with the exercise of the Option. Separate share certificates shall be issued by the Company for those Shares acquired pursuant to the exercise of an Incentive Stock Option and for those Shares acquired pursuant to the exercise of a Non-qualified Stock Option.

7.6

Stockholder Rights and Privileges. The Holder of an Option shall be entitled to all the privileges and rights of a stockholder of the Company solely with respect to such Shares as have been purchased under the Option and for which share certificates have been registered in the Holder’s name.

7.7

Options and Rights in Substitution for Stock or Options Granted by Other Corporations. Options may be granted under the Plan from time to time in substitution for stock options held by individuals employed by entities who become Employees, Directors or Consultants as a result of a merger or consolidation of the employing entity with the Company or any Affiliate, or the acquisition by the Company or an Affiliate of the assets of the employing entity, or the acquisition by the Company or an Affiliate of stock or shares of the employing entity with the result that such employing entity becomes an Affiliate. Any substitute Awards granted under this Plan shall not reduce the number of Shares authorized for grant under the Plan.

7.8

Prohibition Against Repricing. Except to the extent (i) approved in advance by holders of a majority of the shares of the Company entitled to vote generally in the election of directors, or (ii) as a result of any Change of Control or any adjustment as provided in Article XV, the Committee shall not have the power or authority to reduce, whether through amendment or otherwise, the exercise price under any outstanding Option or Stock Appreciation Right, or to grant any new Award or make any payment of cash in substitution for or upon the cancellation of Options and/or Stock Appreciation Rights previously granted.

Article VIII

RESTRICTED STOCK AWARDS

8.1

Award. A Restricted Stock Award shall constitute an Award of Shares to the Holder as of the date of the Award which are subject to a “substantial risk of forfeiture” as defined under Section 83 of the Code during the specified Restriction Period. At the time a Restricted Stock Award is made, the Committee shall establish the Restriction Period applicable to such Award. Each Restricted Stock Award may have a different Restriction Period, in the discretion of the Committee. The Restriction Period

applicable to a particular Restricted Stock Award shall not be changed except as permitted by Section 8.2.

8.2

Terms and Conditions. At the time any Award is made under this Article VIII, the Company and the Holder shall enter into a Restricted Stock Agreement setting forth each of the matters contemplated thereby and such other matters as the Committee may determine to be appropriate. The Company shall cause the Shares to be issued in the name of Holder, either by book-entry registration or issuance of one or more stock certificates evidencing the Shares, which Shares or certificates shall be held by the Company or the stock transfer agent or brokerage service selected by the Company to provide services for the Plan. The Shares shall be restricted from transfer and shall be subject to an appropriate stop-transfer order, and if any certificate is issued, such certificate shall bear an appropriate legend referring to the restrictions applicable to the Shares. After any Shares vest, the Company shall deliver the vested Shares, in book-entry or certificated form in the Company’s sole discretion, registered in the name of Holder or his or her legal representatives, beneficiaries or heirs, as the case may be, less any Shares withheld to pay withholding taxes. If provided for under the Restricted Stock Agreement, the Holder shall have the right to vote Shares subject thereto and to enjoy all other stockholder rights, including the entitlement to receive dividends on the Shares during the Restriction Period. At the time of such Award, the Committee may, in its sole discretion, prescribe additional terms and conditions or restrictions relating to Restricted Stock Awards, including, but not limited to, rules pertaining to the effect of Termination of Service prior to expiration of the Restriction Period. Such additional terms, conditions or restrictions shall, to the extent inconsistent with the provisions of Sections 6.2, 6.3 and 6.4, as applicable, be set forth in a Restricted Stock Agreement made in conjunction with the Award. Such Restricted Stock Agreement may also include provisions relating to: (i) subject to the provisions hereof, accelerated vesting of Awards, including but not limited to accelerated vesting upon the occurrence of a Change of Control, (ii) tax matters (including provisions covering any applicable Employee wage withholding requirements) and (iii) any other matters not inconsistent with the terms and provisions of the Plan that the Committee shall in its sole discretion determine. The terms and conditions of the respective Restricted Stock Agreements need not be identical. All Shares delivered to a Holder as part of a Restricted Stock Award shall be delivered and reported by the Company or the Affiliate, as applicable, to the Holder at the time of vesting.

8.3

Payment for Restricted Stock. The Committee shall determine the amount and form of any payment from a Holder for Shares received pursuant to a Restricted Stock Award, if any, provided that in the absence of such a determination, a Holder shall not be required to make any payment for Shares received pursuant to a Restricted Stock Award, except to the extent otherwise required by law.

Article IX

UNRESTRICTED STOCK AWARDS

9.1

Award. Shares may be awarded (or sold) to Employees, Directors or Consultants under the Plan which are not subject to Restrictions of any kind, in

consideration for past services rendered thereby to the Company or an Affiliate or for other valid consideration.

9.2

Terms and Conditions. At the time any Award is made under this Article IX, the Company and the Holder shall enter into an Unrestricted Stock Agreement setting forth each of the matters contemplated hereby and such other matters as the Committee may determine to be appropriate.

9.3

Payment for Unrestricted Stock. The Committee shall determine the amount and form of any payment from a Holder for Shares received pursuant to an Unrestricted Stock Award, if any, provided that in the absence of such a determination, a Holder shall not be required to make any payment for Shares received pursuant to an Unrestricted Stock Award, except to the extent otherwise required by law.

Article X

RESTRICTED STOCK UNIT AWARDS

10.1

Award. A Restricted Stock Unit Award shall constitute a promise to grant Shares (or cash equal to the Fair Market Value of Shares) to the Holder at the end of a specified vesting schedule. At the time a Restricted Stock Unit Award is made, the Committee shall establish the vesting schedule applicable to such Award. Each Restricted Stock Unit Award may have a different vesting schedule, in the discretion of the Committee. A Restricted Stock Unit shall not constitute an equity interest in the Company and shall not entitle the Holder to voting rights, dividends or any other rights associated with ownership of Shares prior to the time the Holder shall receive a distribution of Shares pursuant to Section 10.3.

10.2

Terms and Conditions. At the time any Award is made under this Article X, the Company and the Holder shall enter into a Restricted Stock Unit Agreement setting forth each of the matters contemplated thereby and such other matters as the Committee may determine to be appropriate. The Restricted Stock Unit Agreement shall set forth the individual service-based vesting requirement which the Holder would be required to satisfy before the Holder would become entitled to distribution pursuant to Section 10.3 and the number of Units awarded to the Holder. Such conditions shall be sufficient to constitute a “substantial risk of forfeiture” as such term is defined under Section 409A of the Code. At the time of such Award, the Committee may, in its sole discretion, prescribe additional terms and conditions or restrictions relating to Restricted Stock Unit Awards in the Restricted Stock Unit Agreement, including, but not limited to, rules pertaining to the effect of Termination of Service prior to expiration of the applicable vesting period. The terms and conditions of the respective Restricted Stock Unit Agreements need not be identical.

10.3

Distributions of Shares. The Holder of a Restricted Stock Unit shall be entitled to receive Shares or a cash payment equal to the Fair Market Value of a Share, or one Share, as determined in the sole discretion of the Committee and as set forth in the Restricted Stock Unit Agreement, for each Restricted Stock Unit subject to such Restricted Stock Unit Award, if the Holder satisfies the applicable vesting requirement.

Such distribution shall be made no later than by the fifteenth (15th) day of the third (3rd) calendar month next following the end of the calendar year in which the Restricted Stock Unit first becomes vested (i.e., no longer subject to a “substantial risk of forfeiture”).

Article XI

PERFORMANCE UNIT AWARDS

11.1

Award. A Performance Unit Award shall constitute an Award under which, upon the satisfaction of predetermined individual and/or Company (and/or Affiliate) Performance Goals based on selected Performance Criteria, a cash payment shall be made to the Holder, based on the number of Units awarded to the Holder. At the time a Performance Unit Award is made, the Committee shall establish the Performance Period and applicable Performance Goals. Each Performance Unit Award may have different Performance Goals, in the discretion of the Committee. A Performance Unit Award shall not constitute an equity interest in the Company and shall not entitle the Holder to voting rights, dividends or any other rights associated with ownership of Shares.

11.2

Terms and Conditions. At the time any Award is made under this Article XI, the Company and the Holder shall enter into a Performance Unit Agreement setting forth each of the matters contemplated thereby and such other matters as the Committee may determine to be appropriate. The Committee shall set forth in the applicable Performance Unit Agreement the Performance Period, Performance Criteria and Performance Goals which the Holder and/or the Company would be required to satisfy before the Holder would become entitled to payment pursuant to Section 11.3, the number of Units awarded to the Holder and the dollar value or formula assigned to each such Unit. Such payment shall be subject to a “substantial risk of forfeiture” under Section 409A of the Code. At the time of such Award, the Committee may, in its sole discretion, prescribe additional terms and conditions or restrictions relating to Performance Unit Awards, including, but not limited to, rules pertaining to the effect of Termination of Service prior to expiration of the applicable performance period. The terms and conditions of the respective Performance Unit Agreements need not be identical.

11.3

Payments. The Holder of a Performance Unit shall be entitled to receive a cash payment equal to the dollar value assigned to such Unit under the applicable Performance Unit Agreement if the Holder and/or the Company satisfy (or partially satisfy, if applicable under the applicable Performance Unit Agreement) the Performance Goals set forth in such Performance Unit Agreement. All payments shall be made no later than by the fifteenth (15th) day of the third (3rd) calendar month next following the end of the Company’s fiscal year to which such performance goals and objectives relate.

Article XII

PERFORMANCE STOCK AWARDS

12.1

Award. A Performance Stock Award shall constitute a promise to grant Shares (or cash equal to the Fair Market Value of Shares) to the Holder at the end of a

specified Performance Period subject to achievement of specified Performance Goals. At the time a Performance Stock Award is made, the Committee shall establish the Performance Period and applicable Performance Goals based on selected Performance Criteria. Each Performance Stock Award may have different Performance Goals, in the discretion of the Committee. A Performance Stock Award shall not constitute an equity interest in the Company and shall not entitle the Holder to voting rights, dividends or any other rights associated with ownership of Shares unless and until the Holder shall receive a distribution of Shares pursuant to Section 12.3.

12.2

Terms and Conditions. At the time any Award is made under this Article XII, the Company and the Holder shall enter into a Performance Stock Agreement setting forth each of the matters contemplated thereby and such other matters as the Committee may determine to be appropriate. The Committee shall set forth in the applicable Performance Stock Agreement the Performance Period, selected Performance Criteria and Performance Goals which the Holder and/or the Company would be required to satisfy before the Holder would become entitled to the receipt of Shares pursuant to such Holder’s Performance Stock Award and the number of Shares subject to such Performance Stock Award. Such distribution shall be subject to a “substantial risk of forfeiture” under Section 409A of the Code. If such Performance Goals are achieved, the distribution of Shares (or the payment of cash, as determined in the sole discretion of the Committee), shall be made in accordance with Section 12.3, below. At the time of such Award, the Committee may, in its sole discretion, prescribe additional terms and conditions or restrictions relating to Performance Stock Awards, including, but not limited to, rules pertaining to the effect of the Holder’s Termination of Service prior to the expiration of the applicable performance period. The terms and conditions of the respective Performance Stock Agreements need not be identical.

12.3

Distributions of Shares. The Holder of a Performance Stock Award shall be entitled to receive a cash payment equal to the Fair Market Value of a Share, or one Share, as determined in the sole discretion of the Committee, for each Performance Stock Award subject to such Performance Stock Agreement, if the Holder satisfies the applicable vesting requirement. Such distribution shall be made no later than by the fifteenth (15th) day of the third (3rd) calendar month next following the end of the Company’s fiscal year to which such performance goals and objectives relate.

Article XIII

DISTRIBUTION EQUIVALENT RIGHTS

13.1

Award. A Distribution Equivalent Right shall entitle the Holder to receive bookkeeping credits, cash payments and/or Share distributions equal in amount to the distributions that would have been made to the Holder had the Holder held a specified number of Shares during the specified period of the Award.

13.2

Terms and Conditions. At the time any Award is made under this Article XIII, the Company and the Holder shall enter into a Distribution Equivalent Rights Award Agreement setting forth each of the matters contemplated thereby and such other matters as the Committee may determine to be appropriate. The Committee shall set

forth in the applicable Distribution Equivalent Rights Award Agreement the terms and conditions, if any, including whether the Holder is to receive credits currently in cash, is to have such credits reinvested (at Fair Market Value determined as of the date of reinvestment) in additional Shares or is to be entitled to choose among such alternatives. Such receipt shall be subject to a “substantial risk of forfeiture” under Section 409A of the Code and, if such Award becomes vested, the distribution of such cash or Shares shall be made no later than by the fifteenth (15th) day of the third (3rd) calendar month next following the end of the Company’s fiscal year in which the Holder’s interest in the Award vests. Distribution Equivalent Rights Awards may be settled in cash or in Shares, as set forth in the applicable Distribution Equivalent Rights Award Agreement. A Distribution Equivalent Rights Award may, but need not be, awarded in tandem with another Award (other than an Option or a SAR), whereby, if so awarded, such Distribution Equivalent Rights Award shall expire, terminate or be forfeited by the Holder, as applicable, under the same conditions as under such other Award.

13.3

Interest Equivalents. The Distribution Equivalent Rights Award Agreement for a Distribution Equivalent Rights Award may provide for the crediting of interest on a Distribution Rights Award to be settled in cash at a future date (but in no event later than by the fifteenth (15th) day of the third (3rd) calendar month next following the end of the Company’s fiscal year in which such interest is credited and vested), at a rate set forth in the applicable Distribution Equivalent Rights Award Agreement, on the amount of cash payable thereunder.

Article XIV

STOCK APPRECIATION RIGHTS

14.1

Award. A Stock Appreciation Right shall constitute a right, granted alone or in connection with a related Option, to receive a payment equal to the increase in value of a specified number of Shares between the date of Award and the date of exercise.

14.2

Terms and Conditions. At the time any Award is made under this Article XIV, the Company and the Holder shall enter into a Stock Appreciation Right Agreement setting forth each of the matters contemplated thereby and such other matters as the Committee may determine to be appropriate. The Committee shall set forth in the applicable Stock Appreciation Right Agreement the terms and conditions of the Stock Appreciation Right, including (i) the base value (the “Base Value”) for the Stock Appreciation Right, which shall be not less than the Fair Market Value of a Share on the date of grant of the Stock Appreciation Right, (ii) the number of Shares subject to the Stock Appreciation Right, (iii) the period during which the Stock Appreciation Right may be exercised; provided, however, that no Stock Appreciation Right shall be exercisable after the expiration of ten (10) years from the date of its grant, and (iv) any other special rules and/or requirements which the Committee imposes upon the Stock Appreciation Right. Upon the exercise of some or all of the portion of a Stock Appreciation Right, the Holder shall receive a payment from the Company, in cash or in the form of Shares having an equivalent Fair Market Value or in a combination of both, as determined in the sole discretion of the Committee, equal to the product of:

(a)

The excess of (i) the Fair Market Value of a Share on the date of exercise, over (ii) the Base Value, multiplied by,

(b)

The number of Shares with respect to which the Stock Appreciation Right is exercised.

14.3

Tandem Stock Appreciation Rights. If the Committee grants a Stock Appreciation Right which is intended to be a Tandem Stock Appreciation Right, the Tandem Stock Appreciation Right shall be granted at the same time as the related Option, and the following special rules shall apply:

(a)

The Base Value shall be equal to or greater than the per Share exercise price under the related Option;

(b)

The Tandem Stock Appreciation Right may be exercised for all or part of the Shares which are subject to the related Option, but solely upon the surrender by the Holder of the Holder’s right to exercise the equivalent portion of the related Option (and when a Share is purchased under the related Option, an equivalent portion of the related Tandem Stock Appreciation Right shall be canceled);

(c)

The Tandem Stock Appreciation Right shall expire no later than the date of the expiration of the related Option;

(d)

The value of the payment with respect to the Tandem Stock Appreciation Right may be no more than one hundred percent (100%) of the difference between the per Share exercise price under the related Option and the Fair Market Value of the Shares subject to the related Option at the time the Tandem Stock Appreciation Right is exercised, multiplied by the number of the Shares with respect to which the Tandem Stock Appreciation Right is exercised; and

(e)

The Tandem Stock Appreciation Right may be exercised solely when the Fair Market Value of the Shares subject to the related Option exceeds the per Share exercise price under the related Option.

Article XV

RECAPITALIZATION OR REORGANIZATION

15.1

Adjustments to Shares. The shares with respect to which Awards may be granted under the Plan are Shares as presently constituted; provided, however, that if, and whenever, prior to the expiration or distribution to the Holder of Shares underlying an Award theretofore granted, the Company shall effect a subdivision or consolidation of the Shares or the payment of an Share dividend on Shares without receipt of consideration by the Company, the number of Shares with respect to which such Award may thereafter be exercised or satisfied, as applicable, (i) in the event of an increase in the number of outstanding Shares, shall be proportionately increased, and the purchase price per Share shall be proportionately reduced, and (ii) in the event of a reduction in the number of outstanding Shares, shall be proportionately reduced, and the purchase price per Share shall be proportionately increased. Notwithstanding the foregoing or any other provision

of this Article XV, any adjustment made with respect to an Award (x) which is an Incentive Stock Option, shall comply with the requirements of Section 424(a) of the Code, and in no event shall any adjustment be made which would render any Incentive Stock Option granted under the Plan to be other than an “incentive stock option” for purposes of Section 422 of the Code, and (y) which is a Non-qualified Stock Option, shall comply with the requirements of Section 409A of the Code, and in no event shall any adjustment be made which would render any Non-qualified Stock Option granted under the Plan to become subject to Section 409A of the Code.

15.2

Recapitalization. If the Company recapitalizes or otherwise changes its capital structure, thereafter upon any exercise or satisfaction, as applicable, of a previously granted Award, the Holder shall be entitled to receive (or entitled to purchase, if applicable) under such Award, in lieu of the number of Shares then covered by such Award, the number and class of shares and securities to which the Holder would have been entitled pursuant to the terms of the recapitalization if, immediately prior to such recapitalization, the Holder had been the holder of record of the number of Shares then covered by such Award.

15.3

Other Events. In the event of changes to the outstanding Shares by reason of an extraordinary cash dividend, reorganization, merger, consolidation, combination, split‑up, spin‑off, exchange or other relevant change in capitalization occurring after the date of the grant of any Award and not otherwise provided for under this Article XV, any outstanding Awards and any Award Agreements evidencing such Awards shall be adjusted by the Board in its discretion in such manner as the Board shall deem equitable or appropriate taking into consideration the applicable accounting and tax consequences, as to the number and price of Shares or other consideration subject to such Awards. In the event of any adjustment pursuant to Sections 15.1, 15.2 or this Section 15.3, the aggregate number of Shares available under the Plan pursuant to Section 5.1 may be appropriately adjusted by the Board, the determination of which shall be conclusive. In addition, the Committee may make provision for a cash payment to a Holder or a person who has an outstanding Award.

15.4

Change of Control. The Committee may, in its sole discretion, at the time an Award is made or at any time prior to, coincident with or after the time of a Change of Control, cause any Award either (i) to be canceled in consideration of a payment in cash or other consideration in amount per share equal to the excess, if any, of the price or implied price per Share in the Change of Control over the per Share exercise, base or purchase price of such Award, which may be paid immediately or over the vesting schedule of the Award; (ii) to be assumed, or new rights substituted therefore, by the surviving corporation or a parent or subsidiary of such surviving corporation following such Change of Control; (iii) accelerate any time periods, or waive any other conditions, relating to the vesting, exercise, payment or distribution of an Award so that any Award to a Holder whose employment has been terminated as a result of a Change of Control may be vested, exercised, paid or distributed in full on or before a date fixed by the Committee; (iv) to be purchased from a Holder whose employment has been terminated as a result of a Change of Control, upon the Holder’s request, for an amount of cash equal to the amount that could have been obtained upon the exercise, payment or distribution of

such rights had such Award been currently exercisable or payable; or (v) terminate any then outstanding Award or make any other adjustment to the Awards then outstanding as the Committee deems necessary or appropriate to reflect such transaction or change. The number of Shares subject to any Award shall be rounded to the nearest whole number.

15.5

Powers Not Affected. The existence of the Plan and the Awards granted hereunder shall not affect in any way the right or power of the Board or of the stockholders of the Company to make or authorize any adjustment, recapitalization, reorganization or other change of the Company’s capital structure or business, any merger or consolidation of the Company, any issue of debt or equity securities ahead of or affecting Shares or the rights thereof, the dissolution or liquidation of the Company or any sale, lease, exchange or other disposition of all or any part of its assets or business or any other corporate act or proceeding.

15.6

No Adjustment for Certain Awards. Except as hereinabove expressly provided, the issuance by the Company of shares of any class or securities convertible into shares of any class, for cash, property, labor or services, upon direct sale, upon the exercise of rights or warrants to subscribe therefor or upon conversion of shares or obligations of the Company convertible into such shares or other securities, and in any case whether or not for fair value, shall not affect previously granted Awards, and no adjustment by reason thereof shall be made with respect to the number of Shares subject to Awards theretofore granted or the purchase price per Share, if applicable.

Article XVI

AMENDMENT AND TERMINATION OF PLAN

The Plan shall continue in effect, unless sooner terminated pursuant to this Article XVI, until the tenth (10th) anniversary of the date on which it is adopted by the Board (except as to Awards outstanding on that date). The Board may amend, alter, suspend, discontinue, or terminate the Plan or any portion thereof at any time; provided that (i) no amendment to Section 7.8 (repricing prohibitions) shall be made without stockholder approval and (ii) no such amendment, alteration, suspension, discontinuation or termination shall be made without stockholder approval if such approval is necessary to comply with any tax or regulatory requirement applicable to the Plan (including, without limitation, as necessary to comply with any rules or requirements of any securities exchange or inter-dealer quotation system on which the Stock may be listed or quoted); provided, further, that any such amendment, alteration, suspension, discontinuance or termination that would materially and adversely affect the rights of any Holder or beneficiary of any Award theretofore granted shall not to that extent be effective without the consent of the affected Holder or beneficiary (unless such change is required in order to exempt the Plan or any Award from Section 409A of the Code).

Article XVII

MISCELLANEOUS

17.1

No Right to Award. Neither the adoption of the Plan by the Company nor any action of the Board or the Committee shall be deemed to give an Employee, Director

or Consultant any right to an Award except as may be evidenced by an Award Agreement duly executed on behalf of the Company, and then solely to the extent and on the terms and conditions expressly set forth therein.

17.2

No Rights Conferred. Nothing contained in the Plan shall (i) confer upon any Employee any right with respect to continuation of employment with the Company or any Affiliate, (ii) interfere in any way with any right of the Company or any Affiliate to terminate the employment of an Employee at any time, (iii) confer upon any Director any right with respect to continuation of such Director’s membership on the Board, (iv) interfere in any way with any right of the Company or an Affiliate to terminate a Director’s membership on the Board at any time, (v) confer upon any Consultant any right with respect to continuation of his or her consulting engagement with the Company or any Affiliate, or (vi) interfere in any way with any right of the Company or an Affiliate to terminate a Consultant’s consulting engagement with the Company or an Affiliate at any time.

17.3

Other Laws; No Fractional Shares; Withholding. The Company shall not be obligated by virtue of any provision of the Plan to recognize the exercise of any Award or to otherwise sell or issue Shares in violation of any laws, rules or regulations, and any postponement of the exercise or settlement of any Award under this provision shall not extend the term of such Award. Neither the Company nor its directors or officers shall have any obligation or liability to a Holder with respect to any Award (or Shares issuable thereunder) (i) that shall lapse because of such postponement, or (ii) for any failure to comply with the requirements of any applicable law, rules or regulations, including but not limited to any failure to comply with the requirements of Section 409A of this Code. No fractional Shares shall be delivered, nor shall any cash in lieu of fractional Shares be paid. The Company shall have the right to deduct in cash (whether under this Plan or otherwise) in connection with all Awards any taxes required by law to be withheld and to require any payments required to enable it to satisfy its withholding obligations. In the case of any Award satisfied in the form of Shares, no Shares shall be issued unless and until arrangements satisfactory to the Company shall have been made to satisfy any tax withholding obligations applicable with respect to such Award. Subject to such terms and conditions as the Committee may impose, the Company shall have the right to retain, or the Committee may, subject to such terms and conditions as it may establish from time to time, permit Holders to elect to tender, Shares (including Shares issuable in respect of an Award) to satisfy, in whole or in part, the amount required to be withheld.

17.4

No Restriction on Corporate Action. Nothing contained in the Plan shall be construed to prevent the Company or any Affiliate from taking any corporate action which is deemed by the Company or such Affiliate to be appropriate or in its best interest, whether or not such action would have an adverse effect on the Plan or any Award made under the Plan. No Employee, Director, Consultant, beneficiary or other person shall have any claim against the Company or any Affiliate as a result of any such action.

17.5

Restrictions on Transfer. No Award under the Plan or any Award Agreement and no rights or interests herein or therein, shall or may be assigned, transferred, sold, exchanged, encumbered, pledged or otherwise hypothecated or disposed of by a Holder except (i) by will or by the laws of descent and distribution, or (ii) where permitted under applicable tax rules, by gift to any Family Member of the Holder, subject to compliance with applicable laws. An Award may be exercisable during the lifetime of the Holder only by such Holder or by the Holder’s guardian or legal representative unless it has been transferred by gift to a Family Member of the Holder, in which case it shall be exercisable solely by such transferee. Notwithstanding any such transfer, the Holder shall continue to be subject to the withholding requirements provided for under Section 17.3 hereof.

17.6

Beneficiary Designations. Each Holder may, from time to time, name a beneficiary or beneficiaries (who may be contingent or successive beneficiaries) for purposes of receiving any amount which is payable in connection with an Award under the Plan upon or subsequent to the Holder’s death. Each such beneficiary designation shall serve to revoke all prior beneficiary designations, be in a form prescribed by the Company and be effective solely when filed by the Holder in writing with the Company during the Holder’s lifetime. In the absence of any such written beneficiary designation, for purposes of the Plan, a Holder’s beneficiary shall be the Holder’s estate.

17.7

Rule 16b-3. It is intended that the Plan and any Award made to a person subject to Section 16 of the Exchange Act shall meet all of the requirements of Rule 16b-3. If any provision of the Plan or of any such Award would disqualify the Plan or such Award under, or would otherwise not comply with the requirements of, Rule 16b-3, such provision or Award shall be construed or deemed to have been amended as necessary to conform to the requirements of Rule 16b-3.

17.8

Clawback Policy. All Awards (including on a retroactive basis) granted under the Plan are subject to the terms of any Company forfeiture, incentive compensation recoupment, clawback or similar policy as it may be in effect from time to time, as well as any similar provisions of applicable laws, as well as any other policy of the Company that may apply to the Awards, such as anti-hedging or pledging policies, as they may be in effect from time to time. In particular, these policies and/or provisions shall include, without limitation, (i) any Company policy established to comply with applicable laws (including, without limitation, Section 304 of the Sarbanes-Oxley Act and Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act), and/or (ii) the rules and regulations of the applicable securities exchange or inter-dealer quotation system on which the shares of Stock or other securities are listed or quoted, and these requirements shall be deemed incorporated by reference into all outstanding Award Agreements.

17.9

No Obligation to Notify or Minimize Taxes. The Company shall have no duty or obligation to any Holder to advise such Holder as to the time or manner of exercising any Award. Furthermore, the Company shall have no duty or obligation to warn or otherwise advise such Holder of a pending termination or expiration of an Award or a possible period in which the

Award may not be exercised. The Company has no duty or obligation to minimize the tax consequences of an Award to any person.

17.10

Section 409A of the Code.

(a)

Notwithstanding any provision of this Plan to the contrary, all Awards made under this Plan are intended to be exempt from or, in the alternative, comply with Section 409A of the Code and the authoritative guidance thereunder, including the exceptions for stock rights and short-term deferrals. The Plan shall be construed and interpreted in accordance with such intent. Each payment under an Award shall be treated as a separate payment for purposes of Section 409A of the Code.

(b)

If a Holder is a “specified employee” (as such term is defined for purposes of Section 409A of the Code) at the time of his termination of service, no amount that is nonqualified deferred compensation subject to Section 409A of the Code and that becomes payable by reason of such termination of service shall be paid to the Holder (or in the event of the Holder’s death, the Holder’s representative or estate) before the earlier of  (x) the first business day after the date that is six months following the date of the Holder’s termination of service, and (y) within 30 days following the date of the Holder’s death. For purposes of Section 409A of the Code, a termination of service shall be deemed to occur only if it is a “separation from service” within the meaning of Section 409A of the Code, and references in the Plan and any Award Agreement to “termination of service” or similar terms shall mean a “separation from service.” If any Award is or becomes subject to Section 409A of the Code, unless the applicable Award Agreement provides otherwise, such Award shall be payable upon the Holder’s “separation from service” within the meaning of Section 409A of the Code. If any Award is or becomes subject to Section 409A of the Code and if payment of such Award would be accelerated or otherwise triggered under a Change of Control, then the definition of Change of Control shall be deemed modified, only to the extent necessary to avoid the imposition of any additional tax under Section 409A of the Code, to mean a “change in control event” as such term is defined for purposes of Section 409A of the Code.

(c)

Any adjustments made pursuant to Article XV to Awards that are subject to Section 409A of the Code shall be made in compliance with the requirements of Section 409A of the Code, and any adjustments made pursuant to Article XV to Awards that are not subject to Section 409A of the Code shall be made in such a manner as to ensure that after such adjustment, the Awards either (x) continue not to be subject to Section 409A of the Code or (y) comply with the requirements of Section 409A of the Code.

17.11

Indemnification. Each person who is or shall have been a member of the Committee or of the Board shall be indemnified and held harmless by the Company against and from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred thereby in connection with or resulting from any claim, action, suit, or proceeding to which such person may be made a party or may be involved by reason of any action taken or failure to act under the Plan and against and from any and all

amounts paid thereby in settlement thereof, with the Company’s approval, or paid thereby in satisfaction of any judgment in any such action, suit, or proceeding against such person; provided, however, that such person shall give the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf. The foregoing right of indemnification shall not be exclusive and shall be independent of any other rights of indemnification to which such persons may be entitled under the Company’s Articles of Incorporation or By-laws, by contract, as a matter of law, or otherwise.

17.12

Other Benefit Plans. No Award, payment or amount received hereunder shall be taken into account in computing an Employee’s salary or compensation for the purposes of determining any benefits under any pension, retirement, life insurance or other benefit plan of the Company or any Affiliate, unless such other plan specifically provides for the inclusion of such Award, payment or amount received. Nothing in the Plan shall be construed to limit the right of the Company to establish other plans or to pay compensation to its employees, in cash or property, in a manner which is not expressly authorized under the Plan.

17.13

Limits of Liability. Any liability of the Company with respect to an Award shall be based solely upon the contractual obligations created under the Plan and the Award Agreement. None of the Company, any member of the Board nor any member of the Committee shall have any liability to any party for any action taken or not taken, in good faith, in connection with or under the Plan.

17.14

Governing Law. Except as otherwise provided herein, the Plan shall be governed by and construed in accordance with the internal laws of the Cayman Islands applicable to contracts made and performed wholly within the Cayman Islands, without giving effect to the conflict of law provisions thereof.

17.15

Subplans. The Board may from time to time establish one or more sub-plans under the Plan for purposes of satisfying applicable blue sky, securities or tax laws of various jurisdictions. The Board shall establish such sub-plans by adopting supplements to the Plan setting forth (i) such limitations on the Committee’s discretion under the Plan as the Board deems necessary or desirable and (ii) such additional terms and conditions not otherwise inconsistent with the Plan as the Board shall deem necessary or desirable. All supplements adopted by the Board shall be deemed to be part of the Plan, but each supplement shall apply only to Holders within the affected jurisdiction and the Company shall not be required to provide copies of any supplement to Holders in any jurisdiction that is not affected.

17.16

Notification of Election Under Section 83(b) of the Code. If any Holder, in connection with the acquisition of Stock under an Award, makes the election permitted under Section 83(b) of the Code, if applicable, the Holder shall notify the Company of the election within ten days of filing notice of the election with the Internal Revenue Service.

17.17

Paperless Administration. If the Company establishes, for itself or using the services of a third party, an automated system for the documentation, granting or exercise of Awards, such as a system using an internet website or interactive voice response, then the paperless documentation, granting or exercise of Awards by a Holder may be permitted through the use of such an automated system.

17.18

Broker-Assisted Sales. In the event of a broker-assisted sale of Stock in connection with the payment of amounts owed by a Holder under or with respect to the Plan or Awards: (a) any Stock to be sold through the broker-assisted sale will be sold on the day the payment first becomes due, or as soon thereafter as practicable; (b) the Stock may be sold as part of a block trade with other Holders in the Plan in which all participants receive an average price; (c) the applicable Holder will be responsible for all broker’s fees and other costs of sale, and by accepting an Award, each Holder agrees to indemnify and hold the Company harmless from any losses, costs, damages, or expenses relating to any such sale; (d) to the extent the Company or its designee receives proceeds of the sale that exceed the amount owed, the Company will pay the excess in cash to the applicable Holder as soon as reasonably practicable; (e) the Company and its designees are under no obligation to arrange for the sale at any particular price; and (f) if the proceeds of the sale are insufficient to satisfy the Holder’s applicable obligation, the Holder may be required to pay immediately upon demand to the Company or its designee an amount in cash sufficient to satisfy any remaining portion of the Holder’s obligation.

17.19

Data Privacy. As a condition for receiving any Award, each Holder explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of personal data as described in this Section 17.19 by and among the Company and its subsidiaries and Affiliates exclusively for implementing, administering and managing the Holder’s participation in the Plan. The Company and its subsidiaries and Affiliates may hold certain personal information about a Holder, including the Holder’s name, address and telephone number; birthdate; social security, insurance number or other identification number; salary; nationality; job title(s); any Stock held in the Company or its subsidiaries and Affiliates; and Award details, to implement, manage and administer the Plan and Awards (the “Data”). The Company and its subsidiaries and Affiliates may transfer the Data amongst themselves as necessary to implement, administer and manage a Holder’s participation in the Plan, and the Company and its subsidiaries and Affiliates may transfer the Data to third parties assisting the Company with Plan implementation, administration and management. These recipients may be located in the Holder’s country, or elsewhere, and the Holder’s country may have different data privacy laws and protections than the recipients’ country. By accepting an Award, each Holder authorizes the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, to implement, administer and manage the Holder’s participation in the Plan, including any required Data transfer to a broker or other third party with whom the Company or the Holder may elect to deposit any Stock. The Data related to a Holder will be held only as long as necessary to implement, administer, and manage the Holder’s participation in the Plan. A Holder may, at any time, view the Data that the Company holds regarding the Holder, request additional information about the storage and processing of the Data regarding the Holder, recommend any necessary corrections to the Data regarding the Holder or refuse or withdraw the consents in this

Section 17.19 in writing, without cost, by contacting the local human resources representative. The Company may cancel Holder’s ability to participate in the Plan and, in the Committee’s discretion, the Holder may forfeit any outstanding Awards if the Holder refuses or withdraws the consents in this Section 17.19.

17.20

Severability of Provisions. If any provision of the Plan is held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provision of the Plan, and the Plan shall be construed and enforced as if such invalid or unenforceable provision had not been included in the Plan.

17.21

No Funding. The Plan shall be unfunded. The Company shall not be required to establish any special or separate fund or to make any other segregation of funds or assets to ensure the payment of any Award. Prior to receipt of Shares or a cash distribution pursuant to the terms of an Award, such Award shall represent an unfunded unsecured contractual obligation of the Company and the Holder shall have no greater claim to the Shares underlying such Award or any other assets of the Company or Affiliate than any other unsecured general creditor.

17.22

Headings. Headings used throughout the Plan are for convenience only and shall not be given legal significance.

VIRAX BIOLABS GROUP LTD.

2024 EQUITY INCENTIVE PLAN

UNITED KINGDOM SUB-PLAN

The United Kingdom Sub-plan (the “UK Sub-Plan”), as set forth herein, is intended to apply to grants of Options to which the terms and conditions of this UK Sub-Plan are expressly incorporated. Unless the context otherwise requires, all expressions used in the UK Sub-Plan have the same meaning as set forth in the Virax Biolabs Group Ltd. 2024 Equity Incentive Plan (the “Plan”), as amended from time to time; provided that all other words and terms not otherwise defined shall have the meaning attributed by Schedule 5 which for the purposes hereof (but for no other purpose) shall take precedence. For the avoidance of doubt the UK Sub-Plan is not intended to provide rights with respect to Options to which the UK Sub-Plan applies in addition to those rights granted under the Plan. Rather, the UK Sub-Plan has been adopted for the purpose of ensuring that Options to which the UK Sub-Plan applies will satisfy the requirements of Schedule 5.

Establishment and purpose of the Plan

1.1.

Subject to the foregoing and the succeeding terms of this UK Sub-Plan, the terms and conditions of the Plan are incorporated into this UK Sub-Plan.

1.2.

In the event of any conflict between this UK Sub-Plan and the Plan, this UK Sub-Plan shall prevail as regards Options awarded under this UK Sub-Plan to Eligible Employees based in the United Kingdom (“UK”) with the intention that they qualify as tax-advantaged options under Schedule 5.

Definitions

2.1.

Subject to Section 2.2, words and expressions defined in the rules of the Plan shall have the same meaning for the purposes of this UK Sub-Plan. The definitions in Section 2.2 shall only apply for the purposes this UK Sub-Plan and shall replace any definitions of the same words and expressions in the Plan, but only for the purposes of this UK Sub-Plan. Unless otherwise expressly stated or the context requires otherwise, section references in this UK Sub-Plan shall refer to sections in this UK Sub-Plan.

2.2.

In this UK Sub-Plan the following words and expressions shall have, where the context so admits, the following meanings:

“Associate” - has the meaning given to associate by paragraph 31, paragraph 32 and paragraph 33 of Schedule 5, with Chapter 11 of Part 7 of ITEPA 2003 being applied for the purposes of paragraph 32(2).

“Constituent Company” - the Company, and any other Group Company to which this UK Sub-Plan is expressed to extend.

“Eligible Employee” - any employee of a Constituent Company who:

a) must spend on average at least the Statutory Minimum Time on the business of the Group;

b) does not have a Material Interest (either alone or together with one or more Associates); and

c) has no Associates or Associates who or which has or (taken together) have a Material Interest.

“EMI Option” - an option to acquire shares granted by the Company under this UK Sub-Plan or any other Schedule 5 EMI scheme and which qualifies as an enterprise management incentive under the provisions of paragraph 1 (2) Schedule 5.

“Employer NICs” - any secondary class 1 (employer) national insurance contributions (or any similar liability for social security contribution in any jurisdiction) that the Company or any Group Company being an employer of a Participant is liable to pay as a result of any event or circumstance that may be lawfully recovered from the Participant.

“Fair Market Value” - the market value of a Share determined to the satisfaction of the Board in accordance with the applicable provisions of Part VIII of the Taxation of Chargeable Gains Act 1992 provided that if the Shares are subject to Restricted Shares (as defined in paragraph 5(8) of Schedule 5) the Fair Market Value shall be determined as if they were not.

“Group” - the Company and its Subsidiaries and the term “Group Company” shall be construed accordingly.

“HMRC” - UK HM Revenue & Customs.

“ITEPA 2003” - the Income Tax (Earnings and Pensions) Act 2003.

“Material Interest” - has the meaning given in paragraph 28 of Schedule 5.

“Participant” means an Eligible Employee granted an Option under this Sub-Plan.

“Schedule 5” - Schedule 5 to ITEPA 2003.

“Statutory Minimum Time” - committed time, (as defined in paragraph 26 of Schedule 5), equal to the statutory threshold (as defined in that paragraph).

“UK Sub-Plan Option” - an Option granted to an Eligible Employee under this UK Sub-Plan

2.3.

In these Rules, reference to any enactment shall be construed as a reference to that enactment as from time to time amended, modified, extended or reenacted and shall include any orders, regulations, instruments or other subordinate legislation made under the relevant enactment.

Effective Date; Duration

The effective date and expiration date of this UK Sub-Plan shall be the same as the Effective Date and expiration date of the Plan.

Administration

Notwithstanding anything contained in the Plan to the contrary:

4.1.1.

Only UK Sub-Plan Options under this UK Sub-Plan may be granted to participants of this UK Sub-Plan.

4.1.2.

UK Sub-Plan Options may be settled in Shares only (which must be fully paid up and not redeemable following exercise of the Options) and not in cash, other securities, other property or in any other asset.

4.1.3.

UK Sub-Plan Options may be exercised only by payment of the exercise price in cash or pursuant to a cashless exercise facility in accordance with Section 7(1).

4.1.4.

UK Sub-Plan Options may not be cancelled, forfeited or suspended other than as provided by the UK Sub-Plan.

4.1.5.

The delivery of Shares following the exercise of a UK Sub-Plan Option may not be deferred automatically or at the election of the Participant or the Committee other than as provided by the UK Sub-Plan.

4.1.6.

The Committee may not accelerate the vesting or exercisability of any UK Sub-Plan Option in any circumstances other than as provided by the UK Sub-Plan.

4.1.7.

The Committee shall exercise any discretion and make any determination in respect of rights arising from UK Sub-Plan Options once granted under this UK Sub-Plan acting fairly and reasonably.

Eligibility

5.1.

No Option may be granted under this UK Sub-Plan to a person who is not an Eligible Employee on the date of grant.

5.2.

The Company (acting through the Board) may grant Options under this UK Sub-Plan for commercial reasons in order to recruit or retain an Eligible Employee. The Company may not grant Options under this UK Sub-Plan as part of any scheme or arrangement for which the main purpose (or one of its main purposes) is tax avoidance.

5.3.

The Company may grant Options under this UK Sub-Plan only when the Company is a qualifying company, as defined in paragraph 8 of Schedule 5.

Options

Section 6 of the Plan shall apply to this UK Sub-Plan except that:

6.1.1.

No UK Sub-Plan Option may be granted under this UK Sub-Plan unless the Shares satisfy the conditions specified in paragraph 35 of Schedule 5 on the date of grant.

6.1.2.

A UK Sub-Plan Option shall be limited and take effect so that:

6.1.2.1.

at any time, the total Fair Market Value (at the relevant dates of grant of) of the Shares that can be acquired on the exercise of all EMI Options over the Shares must not exceed £3 million (or any other amount as may be specified by paragraph 7 of Schedule 5 at the relevant time; and

6.1.2.2.

no Participant holds subsisting EMI Options over shares with a total Fair Market Value in excess of £249,999 or such other limit as may be prescribed by paragraph 5 of Schedule 5 from time to time.

For these purposes Fair Market Value shall be measured on the date of grant of the EMI Options An EMI Option is not subsisting for this purpose to the extent it has lapsed, been surrendered, renounced or exercised.

6.1.3.

The exercise price per Share for each UK Sub-Plan Option shall not be less than the nominal value of such Share as of the date of grant.

6.1.4.

The sterling equivalent of the exercise price for the purposes of applying clauses (b) and (c) above shall be the amount converted into pounds sterling using the rate published in the Financial Times for the date of grant or at such other rate as may be agreed from time to time with HMRC Shares and Assets Valuation.

6.1.5.

For UK Sub-Plan Options, the Award Agreement shall state that the UK Sub-Plan Options have been granted under the terms of this UK Sub-Plan and shall include the date of grant, a statement that the UK Sub-Plan Options are granted under the provisions of Schedule 5, the number and description of the Shares subject to the UK Sub-Plan Option, the exercise price, details of when the UK Sub-Plan Option may be exercised, details of when the UK Sub-Plan Option will lapse, details of any restrictions to which the Shares may be subject, details of any conditions to be met prior to exercise, a declaration from the Participant that he /she is an Eligible Employee and a statement that the UK Sub-Plan Option may not be transferred, assigned or charged except following the death of a Participant in accordance with this UK Sub-Plan. If a proposed Participant pursuant to this UK Sub-Plan does not correctly complete, sign and date the Award Agreement and return it within seven days after the date of grant, the relevant Options shall automatically lapse.

6.1.6.

Any vesting terms, performance conditions or other conditions attaching to a UK Sub-Plan Option granted shall be objective, set out in full in the Award Agreement, such that rights to exercise a UK Sub-Plan Option after the attainment or fulfilment of such objective terms or conditions shall not be dependent upon the discretion of any person, and not capable of amendment unless events happen which cause the Committee to consider that the term or condition has ceased to be appropriate. If the Committee considers that any such amendment is appropriate, the amended term or condition must, in the opinion of the Committee, be fair and reasonable and no more difficult to satisfy than the original term or condition and Section 7 of the Plan and the Award Agreement shall be construed accordingly.

6.1.7.

A UK Sub-Plan Option shall vest and may be exercised in full by the Participant within 6 months of the date when the Participant ceases to be an employee of any Group Company by reason of:

6.1.7.1.

injury or Total and Permanent Disability provided the Committee is satisfied, on production of such evidence as it may reasonably require, that the individual has ceased to exercise and, by reason of the injury or Disability, is incapable of exercising that employment and is likely to remain so for the foreseeable future;

6.1.7.2.

redundancy within the meaning of the UK Employment Rights Act 1996 or a closely comparable overseas provision;

6.1.7.3.

retirement with the consent of his employer, acting fairly and reasonably;

6.1.7.4.

his employing company ceasing to be a Group Company;

6.1.7.5.

his employment being transferred outside the Group in circumstances where this is a relevant transfer within the meaning of the Transfer of Undertakings (Protection of Employment) Regulations 2006 or a closely comparable overseas provision; or

6.1.7.6.

for a reason other than one provided elsewhere by this Section 6(g) if the Committee, acting fairly and reasonably, determines within 60 days of his cessation of employment that the participant may exercise his UK Sub-Plan Option.

If a Participant ceases to be an employee of any Group Company for a reason other than death or one of the reasons set out in Section 6(g)(i) through (v), his UK Sub-Plan Option shall become incapable of exercise with effect from the date of cessation of employment and remain incapable of exercise unless and until the Committee determines that the Participant will be permitted to exercise his Option under Section 6(g)(vi).

For the purposes of applying this Section 6(g), a Participant shall cease to be an employee of any Group Company if he gives or is given notice of termination of his employment such that he will no longer be an employee of any Group Company, provided that there are no arrangements for him to commence a new employment with any other Group Company. If his employment terminates in other circumstances without notice, a Participant shall cease to be an employee of a Group Company on the date of termination. A female Participant ceases to be an employee due to pregnancy only when she no longer has any right to return to work.

6.1.8.

A UK Sub-Plan Option shall vest and may be exercised in full following the death of a Participant by his personal representatives, in which case it must be exercised within 12 months of the date of his death and shall then lapse.

6.1.9.

No UK Sub-Plan Option may be transferred assigned or charged, and any purported transfer shall be void provided that this Section 6(i) shall not prevent the UK Sub-Plan Option of a deceased Participant from being exercised by his personal representatives.

6.1.10.

Subject to the provisions of this UK Sub-Plan, a Participant may not exercise his UK Sub-Plan Option at any time when he is not an Eligible Employee.

6.1.11.

UK Sub-Plan Options shall be exercisable by the Participant giving a notice of exercise to the Company, and shall be satisfied by the issue or transfer of Shares with the same rights attaching to them as issued shares of the same class as appropriate within 30 days of the date the Company receives such notice. The notice of exercise shall be accompanied by payment of the exercise price together with a duly completed and signed section 431 election if requested by the Company. Such payment shall be made in cash, by check or by a transfer of cash funds, unless the Company provides a cashless exercise facility to enable the Participant to provide funds to pay the exercise price and/or all applicable required withholding taxes. Any

such facility shall allow the Participant to choose to pay the exercise price in cash, by check or by a transfer of cash funds; in the alternative, if the Participant chooses to do so, the facility shall enable the Participant to authorize the sale on his behalf of such number of Shares as shall be required, net of any selling costs, to cover the aggregate exercise price and/or all applicable required withholding taxes. A Participant may not otherwise pay the exercise price in Shares or by any other method and net settlement is not permitted under this UK Sub-Plan.

6.1.12.

Provided that the Participant has met his obligations under Section 7 of the Plan and the terms of this UK Sub-Plan, the Company shall satisfy the exercise of an Option by issuing or transferring or procuring the issue or transfer of Shares to the Participant with the same rights attaching to them as shares of the same class as appropriate within 30 days of the date the Company receives a notice of exercise.

6.1.13.

All Shares allotted under this Plan shall rank equally in all respects with Shares of the same class then in issue except for any rights attaching to Shares by reference to a record date prior to the date of allotment.

6.1.14.

The Company shall comply or shall procure compliance, in respect of any EMI Option, with its obligations under paragraph 44 of Schedule 5.

Stock Appreciation Rights

Section 14 of the Plan shall not apply to this UK Sub-Plan.

Restricted Stock and Restricted Stock Units

Sections 8 and 10 of the Plan shall not apply to this UK Sub-Plan.

Performance Awards

Sections 11 and 12 of the Plan shall not apply to this UK Sub-Plan.

10.

Changes in Capital Structure and Similar Events

10.1.1.

Section 15.1 of the Plan shall apply to this UK Sub-Plan except that the Committee may adjust the number of Shares subject to outstanding UK Sub-Plan Options and/or the exercise price with respect to any outstanding UK Sub-Plan Options only so far as is necessary to take account of any variation of the share capital of the Company including, without limitation, any capitalization, rights issue, consolidation, sub-division or reduction of capital. Any such adjustment shall be determined by the Committee at its discretion, acting fairly and reasonably. Any such adjustment shall take effect from the record date on which the respective variation applied to the Shares. Any UK Sub-Plan Options that are exercised within the period from the record date to the date when the Options are adjusted shall also be subject to the adjustment. The Company shall take such

steps as it considers necessary to notify the Participants of any such adjustment and may call in, cancel or reissue any Award Agreement. For the avoidance of doubt, UK Sub-Plan Options may not be adjusted in the event of a merger, split-up, split-off, spin-off or in any circumstance other than a variation of share capital.

10.1.2.

Section 15.4 of the Plan shall apply to this UK Sub-Plan in the event of a Change of Control.

11.

Taxes

The withholding provisions in Section 17.3 of the Plan shall apply to this UK Sub-Plan except that:

11.1.1.1.

The tax withholding provisions shall apply only in respect of any liability that arises by virtue of the exercise of a UK Sub-Plan Option which will include the whole of the liability for Employer NICs unless the Award Agreement provides otherwise.

11.1.1.2.

The tax withholding provisions shall permit the Company or other relevant person to withhold Shares only after a Participant has first been given the opportunity to meet any such liability from his own resources (either by salary deduction or payment to the Company or other relevant person). The tax withholding provisions shall then permit the Company or other relevant person to sell only Shares sufficient to cover the tax liability and only after the valid exercise of the Option, with the remaining Shares being issued or transferred to the Participant.

12.

General

12.1.

A Participant of the UK Sub-Plan shall not be entitled to and waives any rights he may have to compensation or damages in consequence of ceasing to have rights or benefits or prospective rights or benefits including without limitation any loss of relief from tax or employee’s social security under this UK Sub-Plan following the operation, suspension, termination or amendment of the UK Sub-Plan or failure to obtain or loss of tax advantaged status of this UK Sub-Plan or any UK Sub-Plan Option under Schedule 5.

12.2.

A Participant of the UK Sub-Plan shall have no rights to compensation or damages on account of any loss in respect of Options or the UK Sub-Plan where this loss arises (or is claimed to arise), in whole or in part, from termination of office or employment with; or notice to terminate office or employment given by or to any Group or any former Group Company. This exclusion of liability shall apply however termination of office or employment, or the giving of notice, is caused and however compensation or damages are claimed.