Form 8-K
8-K — MILESTONE SCIENTIFIC INC.
Accession: 0001493152-26-021506
Filed: 2026-05-06
Period: 2026-04-30
CIK: 0000855683
SIC: 3842 (ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES)
Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
Item: Financial Statements and Exhibits
Documents
8-K — form8-k.htm (Primary)
EX-10.1 (ex10-1.htm)
EX-10.2 (ex10-2.htm)
EX-10.3 (ex10-3.htm)
EX-10.4 (ex10-4.htm)
XML — IDEA: XBRL DOCUMENT (R1.htm)
8-K
8-K (Primary)
Filename: form8-k.htm · Sequence: 1
false
0000855683
0000855683
2026-04-30
2026-04-30
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): April 30, 2026
Milestone
Scientific Inc.
(Exact
name of registrant as specified in its charter)
Delaware
001-14053
13-3545623
(State
or other jurisdiction
of
incorporation)
(Commission
File
Number)
(IRS
Employer
Identification
No.)
425
Eagle Rock Avenue
Suite
403
Roseland,
New Jersey
07068
(Address
of principal executive offices)
(Zip
Code)
Registrant’s
telephone number, including area code (973) 535-2717
(Former
name or former address, if changed since last report.)
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
Trading
Symbol(s)
Name
on exchange on which registered
Common
Stock
MLSS
NYSE
American
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 (see General Instructions A.2. below):
☐
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))
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
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.
On
April 30, 2026 (the “Effective Date”), the Compensation Committee of the Board of Directors (the “Compensation Committee”)
of Milestone Scientific Inc. (the “Company”) approved a one-time stock option exchange program (the “Exchange Program”)
for outstanding stock options granted under the Company’s Amended and Restated 2020 Equity Incentive Plan (the “2020 Plan”)
and the applicable award agreements thereunder, held by Eric Hines, the President and Chief Executive Officer, and Jason Papes, the Senior
Vice President, Global Head of Sales and Marketing, of the Company (“Eligible Options”), all of which have exercise prices
that exceed the current fair market value of the Company’s common stock (the “Common Stock”). The Exchange Program
was undertaken in accordance with, and as expressly permitted by, the 2020 Plan and the applicable award agreements thereunder, and provides
that such eligible participants may voluntarily elect to surrender some or all of their Eligible Options in exchange for newly granted
stock options to purchase shares of the Company’s Common Stock, at an exercise price reduced to $0.31 per share (the “Reduced
Exercise Price”), which exercise price equals the closing price of the Company’s Common Stock on the Effective Date
(the “Repricing”). All of the Eligible Options (i) were granted under the 2020 Plan, (ii) as of the Effective Date, were
held by continuing employees, (iii) had not previously been repriced and (iv) had an exercise price per share greater than the Reduced
Exercise Price (the “Repriced Options”). The Repriced Options have the same vesting commencement date and expiration date
as the respective Eligible Options surrendered. In addition, for each Repriced Option, the vesting schedule was modified such that the
number of shares vesting on the applicable vesting commencement date was increased from 200,000 to 500,000 shares, constituting twenty-five
percent (25%) of the total number of shares subject to the Repriced Option, and providing for the vesting of the remainder of the shares
subject to the Repriced Options in two equal tranches of 750,000 shares on the first and second anniversaries of the applicable vesting
commencement date rather than over three years from the vesting commencement date, subject to the continued employment of the grantee
on the applicable vesting date and compliance with certain restrictive covenants. No other changes were made to the Repriced Options
as a result of the Repricing.
The
number of shares of Common Stock issuable upon the exercise of each of the Repriced Options (2.0 million shares), and the total number
of shares underlying all Repriced Options (4.0 million shares), remains the same number of shares as underlying the respective Eligible
Options surrendered, in accordance with the 2020 Plan. The Eligible Options previously had exercise prices ranging from $0.46 to $0.50
per share, and were granted in August 2025.
The
Compensation Committee approved the Repricing after multiple discussions, careful consideration of various alternatives and a review
of other applicable factors, including the diminished retention and incentive value of the Eligible Options since the onboarding of the
grantees in August 2025 and that the Exchange Program would better align employee incentives with the interests of stockholders.
The
Compensation Committee designed the Repricing to provide added incentive to retain and motivate the holders of the Repriced Options to
continue to work in the best interests of the Company and its stockholders without incurring stock dilution resulting from additional
equity grants or significant additional cash expenditures resulting from additional cash compensation.
Also
on April 30, 2026, the Compensation Committee approved the grant of performance-based restricted stock units (“PRSUs”) to
certain officers of the Company. The PRSUs were awarded in accordance with, and as permitted by, the 2020 Plan. As all of the PRSUs are
to have the same performance milestones and other terms and conditions (other than the actual grant amounts), the Compensation Committee
established a sub-plan of the 2020 Plan (the “Sub-Plan”) as the framework together with the 2020 Plan for the award of PRSUs
(each, an “Award” and collectively, “Awards”), with a fixed pool of PRSUs allocated to each of the five (5) performance
milestones set forth below. The award of PRSUs under the Sub-Plan is subject to stockholder approval of an amendment of the 2020 Plan
to increase the number of shares covered by the 2020 Plan to account for Awards under the Sub-Plan.
The
Compensation Committee may select such senior officers and directors of the Company as the Compensation Committee may designate to participate
in the Sub-Plan and receive Awards from time to time. The performance period for achievement of each of the performance milestones is
the four (4) year period beginning January 1, 2026 and ending December 31, 2029 (the “Performance Period”).
Subject
to stockholder approval, the total aggregate number of shares of Common Stock that may be issued under the Sub-Plan upon full satisfaction
of all Performance Milestones is 17,234,635 shares (the “Aggregate Pool”).
Each
Award will be comprised of the following Performance Milestones and each Performance Milestone will be allocated up to the specified
percentage of the Aggregate Pool:
Performance Milestone
Sub-Pool
(percentage of Aggregate Pool)
Last twelve month net sales from organic growth, for existing business lines greater than $11.0 million
20%
Last twelve month net sales from organic growth, for existing business lines greater than $13.0 million
20%
Last twelve month net sales from organic growth, for existing business lines greater than $15.0 million
30%
Company’s Market Capitalization of at least $50 million
15%
“Qualified Acquisition” consummated (having more than $10 million of revenue)
15%
No
one participant shall, in the aggregate under the Sub-Plan, be granted or allocated more than thirty percent (30%) of the PRSUs allocated
to any Sub-Pool or under the Sub-Plan.
Subject
to stockholder approval, the total aggregate number of shares of Common Stock that may be issued under the Sub-Plan in settlement of
Awards granted and upon full satisfaction of all Performance Milestones with respect to such Awards is 11,202,513, which Awards have
been granted to the following officers of the Company:
Name of Officer
Position
Percentage of the Aggregate Pool
Total Number of Shares of Common Stock Subject to PRSUs Awarded
Eric Hines
President and Chief Executive Officer
30%
5,170,391
Keisha Harcum
Vice President of Finance
17.5%
3,016,061
Jason Papes
Senior Vice President, Global Head of Sales and Marketing
17.5%
3,016,061
All
Awards will be in the form of stock-settled PRSUs, and subject to the terms and conditions of an award agreement (consistent with the
provisions of the Sub-Plan and the 2020 Plan). Each PRSU will be equivalent to one share of Common Stock and shall entitle the participant
to receive from the Company at the settlement thereof applicable to such PRSU one share of Common Stock. The dollar value of shares issuable
upon settlement of Awards is not calculable at this time.
Awards
with respect to a Performance Milestone shall vest upon achievement of each Performance Milestone, subject to certification by the Compensation
Committee that such Performance Milestone has been met, satisfaction of continued employment by the participant and the other requirements
set forth in the Sub-Plan, except that any part of an Award the Performance Milestone of which (other than with respect to a Qualified
Acquisition) is achieved within twelve (12) months after such grant to a participant shall be treated as if such Performance Milestone
was not so achieved for such participant.
If
a grantee’s service with the Company terminates for any reason prior to the achievement of the applicable Performance Milestone,
the right to any portion of the Award that has not vested prior to the grantee’s termination of employment will be forfeited in
full and cancelled without consideration as of the termination of employment; provided, that if a Performance Milestone is achieved while
the grantee is a service provider and thereafter the grantee experiences a termination of service for any reason (except if in connection
with the occurrence of a termination of employment for “cause”), such grantee shall not be deemed to have experienced a termination
of service solely for purposes of determining entitlement to such Award relating to Performance Milestones achieved prior to the termination
of service the achievement of which is thereafter certified by the Compensation Committee.
In
the event of a participant’s termination of service for cause, or a breach in any material respect of any provision of an agreement
between such participant and the Company or a violation of certain non-competition, non-disclosure or use covenants in the Sub-Plan,
all Awards granted to such participant (including any vested portion thereof) shall immediately terminate and be forfeited in its entirety,
and if the participant vests in any of his or her Award, within one year thereafter, the participant may, in the discretion of the Compensation
Committee, be required to re-deliver to the Company the shares delivered to the participant (or if such shares have been sold, their
aggregate selling price).
Upon
a Change in Control (as defined in the Sub-Plan), all Awards theretofore granted shall be deemed cancelled and terminated, except that
Awards corresponding to Performance Milestones achieved and certified prior to the Change in Control shall vest and settle in accordance
with the Sub-Plan, and PRSUs allocated to the Market Capitalization Performance Milestone shall be based on the imputed value of the
Company in such Change in Control transaction. No vesting or right to any shares or compensation will arise from any achievement of any
Performance Milestone occurring after a Change in Control. Upon the forfeiture of any Award, the forfeited PRSUs cannot be re-allocated
to any participant in the Sub-Plan.
The
Compensation Committee designed the Sub-Plan and awards thereunder to provide added incentive to retain and motivate senior executives
of the Company to continue to work in the best interests of the Company and its stockholders without incurring significant additional
cash expenditures resulting from additional cash compensation, and to promote the long-term growth and profitability of the Company and
its subsidiaries by providing long-term incentives to maximize stockholder value and otherwise contribute to the success of the Company.
The
foregoing description of the Sub-Plan and related award agreement is qualified in its entirety by reference to the Sub-Plan and form
of award agreement, copies of which are filed herewith.
The
foregoing disclosure is provided pursuant to Item 5.02(e) of Form 8-K.
Item
9.01 — Financial Statements and Exhibits
(d)
Exhibits.
Exhibit
No.
Description
10.1
Form of Option Exchange and Surrender Agreement
10.2
Form of Notice of Stock Option Grant; Stock Option Agreement (for Repriced Options)
10.3
2026 Performance Incentive Sub-Plan to the Amended and Restated 2020 Equity Incentive Plan
10.4
Form of Award Agreement under 2026 Performance Incentive Sub-Plan
104
Cover
Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
MILESTONE
SCIENTIFIC INC.
Dated:
May 6, 2026
By:
/s/
Eric Hines
Eric
Hines
Chief
Executive Officer
EX-10.1
EX-10.1
Filename: ex10-1.htm · Sequence: 2
Exhibit
10.1
OPTION
EXCHANGE AND SURRENDER AGREEMENT
This
Option Exchange and Surrender Agreement (this “Agreement”) is entered into as of [_______ ___], 2026, by and between
Milestone Scientific Inc., a Delaware corporation (the “Company”), and [Participant Name] (“Participant”).
WHEREAS,
Participant holds certain outstanding options to purchase shares of the Company’s Common Stock granted under the 2020 Equity Incentive
Plan of the Company (the “Plan”); and
WHEREAS,
the Company is offering eligible optionholders the opportunity to surrender certain outstanding options in exchange for new options,
pursuant to the terms of this Agreement and the related option exchange program approved by the Compensation Committee of the Board of
Directors of the Company (the “Exchange Program”); and
WHEREAS,
Participant wishes to surrender the Eligible Options (as defined below) in exchange for the Replacement Options described herein;
1.
Definitions. For the purposes of this Agreement, the definitions set out in the Plan shall apply to this Agreement as such definitions
apply to the Plan and in addition the terms set forth below A shall have the meanings ascribed thereto (unless the context requires otherwise).
“Eligible
Options” means the stock options listed on Exhibit A attached hereto.
“Surrender
Date” means [_____________].
“Replacement
Options” means the new stock options to be granted under Section 3 of this Agreement.
2.
Surrender of Eligible Options. Effective as of the Surrender Date, Participant hereby irrevocably surrenders, cancels, and forfeits
all right, title, and interest in and to the Eligible Options, including any vested or unvested portion thereof. Following the Surrender
Date, the Eligible Options shall be null and void and no longer outstanding.
3.
Grant of Replacement Option. The Company shall grant Participant a Replacement Option on the following terms:
Date
of Grant:
Exercise
Price Per Share1:
$
Total
Number of Shares:
2,000,000
Total
Exercise Price:
$
Type
of Option:
__________
Incentive Stock Option2
______X____
Nonstatutory Stock Option
Expiration
Date:
Ten
(10) years from Date of Grant, the expiration Date of the Eligible Option surrendered.
Payment
of Exercise Price:
Same
as for Eligible Option surrendered.
Vesting
Commencement Date:
August
[●], 2025, the Vesting Commencement Date of the Eligible Option surrendered.
Vesting Schedule:
A total of 500,000 Shares,
constituting twenty-five (25%) of the total number of Shares subject to the Option, shall be or become vested and be or become exercisable
on the date of grant of the Replacement Option, including the 200,000 Shares that vested upon the Vesting Commencement Date. Thereafter,
750,000 shares shall vest on the one year anniversary of the Vesting Commencement Date and on the second annual anniversary of the
Vesting Commencement Date, subject to Grantee being (i) employed by the Company or any of its Subsidiaries and designated as an employee
of the Company or such Subsidiary on its payroll records on the applicable Vesting Date and unless Grantee has remained continuously
so employed since the Date of Grant of the Option, or (ii) a Nonemployee Director serving as a member of the Board or as a member of
a board of directors of a Subsidiary on such Vesting Date (each a “Service Provider” and the termination
of which being a “Termination of Service” and the date thereof, the “Termination Date”).
Other Terms:
Except as expressly modified
above, all other terms of the Replacement Option shall be the same as the Eligible Option surrendered.
1
The greater of the fair market value of the Company’s common stock on the date of grant and $0.27 per share.
2
If this is an Incentive Stock Option, it (plus other outstanding Incentive Stock Options) cannot be first exercisable for more than $100,000
in value (measured by exercise price) in any calendar year. Any excess over $100,000 is a Nonstatutory Stock Option.
4.
Stockholder Approval. Notwithstanding anything contained in this Agreement to the contrary, the provisions of this Agreement are
subject to receipt of any stockholder approval required under the NYSE American Company Guide or applicable law.
5.
Governing Plan and Agreement: The Replacement Option shall be subject to the Plan and the separate award agreement.
6.
Tax Acknowledgments. Participant acknowledges that the exchange may have tax consequences, and that the Company has not provided
tax advice. Participant has been advised to consult a personal tax advisor regarding the consequences of participation in the Exchange
Program.
6.
No Continued Service Rights. Nothing in this Agreement confers upon Participant any right to continued employment, consulting,
or other service relationship with the Company.
7.
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without
regard to conflict-of-laws principles.
8.
Entire Agreement. This Agreement, together with the Plan and any applicable award agreements, constitutes the entire understanding
between the parties regarding the subject matter hereof.
IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
MILESTONE SCIENTIFIC INC.
By:
Name:
Title:
PARTICIPANT
Signature:
Name:
Date:
Exhibit
A
Eligible
Options3
Option Grantee
Date of Grant
Number
of Shares
Original
Option Exercise Price
Eric Hines
August 1, 2025
2,000,000
$ 0.50
Jason Papes
August 6, 2025
2,000,000
$ 0.45
ELECTION
TO PARTICIPATE IN OPTION SURRENDER AND EXCHANGE
This
Election is made by the undersigned Participant pursuant to the Option Exchange and Surrender Agreement and the related Exchange Program
offered by Milestone Scientific Inc. Terms defined in the Option Exchange and Surrender Agreement and not otherwise defined herein are
used herein as defined in the Option Exchange and Surrender Agreement.
1.
Participant Information.
Name:
__________________________
Address: __________________________
2.
Election. By submitting this Election, Participant hereby:
☐
Elects to participate in the Exchange Program and to surrender all Eligible Options listed on Exhibit A pursuant to the Option Exchange
and Surrender Agreement.
☐
Declines to participate in the Exchange Program and retains all outstanding options (no action required).
3.
Acknowledgments. By electing to participate, Participant acknowledges and agrees that:
(a)
The surrender of Eligible Options is irrevocable after the election deadline;
(b)
Replacement Options are subject to Committee approval and applicable plan terms.
(c)
The surrender and exchange of the Eligible Options and the grant of Replacement Options are subject to receipt of any stockholder approval
required under the NYSE American Company Guide or applicable law.
(d)
Participation may have tax and financial consequences.
(e)
Eligible Options surrendered will be canceled even if the Replacement Option is forfeited in the future.
4.
Deadline. This Election must be submitted no later than [5:00 p.m. DST, _______ __, 2026]. Elections submitted after this deadline
will not be accepted.
PARTICIPANT
SIGNATURE
I
acknowledge that I have read and understand the Exchange Program documents and voluntarily make this Election.
Signature:
Name:
Date:
3
Each Option Exchange and Surrender Agreement to reflect the surrender of one of the above Eligible Options.
EX-10.2
EX-10.2
Filename: ex10-2.htm · Sequence: 3
Exhibit
10.2
Milestone
Scientific Inc.
2020
equity incentive Plan
NOtice
of Stock Option Grant; Stock Option Agreement
[Name
of Grantee]
[Address]
Milestone
Scientific Inc. (the “Company”), pursuant to its 2020 Equity Incentive Plan (the “Plan”),
hereby grants to you (sometimes referred to as “Grantee” or “you”) an option to purchase
the number of shares of the Company’s Common Stock set forth below (the “Option Shares” or the “Shares”).
This option (the “Option”) sets forth the terms and conditions of the Signing Bonus Options referred to in
that certain Employment Agreement, dated as of July 31, 2025, by and between you and the Company (the “Employment Agreement”),
and replaces in its entirety that certain stock option (the “Original Option”) granted to Grantee substantially
contemporaneously with entering into the Employment Agreement, which Original Option has been surrendered by Grantee and cancelled in
accordance with the Plan, subject to (i) the return to the Company of that certain Option Exchange and Surrender Agreement with respect
to the Original Option and related Election and (ii) the granting to Grantee of this Option for the same number of Shares as the Original
Option. This Option is granted subject to all of the terms and conditions as set forth in this Notice of Stock Option Grant, in the Stock
Option Agreement (the “Option Agreement”), and the Notice of Exercise, all of which are attached hereto, and
in the Plan, a copy of which has been provided to you, all of which are incorporated herein in their entirety. Capitalized terms not
explicitly defined herein but defined in the Plan or the Option Agreement or the Notice of Exercise will have the same definitions as
in the Plan, the Option Agreement or the Notice of Exercise, as applicable. If there is any conflict between the terms in this Notice
of Stock Option Grant and the Plan, the terms of the Plan will control, unless otherwise expressly set forth herein.
1.
Notice of Stock Option Grant
Date
of Grant:
Exercise
Price Per Share1:
$
Total
Number of Shares:
2,000,000
Total
Exercise Price:
$
Type
of Option:
__________
Incentive Stock Option2
______X____
Nonstatutory Stock Option
1
Fair market value on the date of grant.
2
If this is an Incentive Stock Option, it (plus other outstanding Incentive Stock Options) cannot be first exercisable for more than $100,000
in value (measured by exercise price) in any calendar year. Any excess over $100,000 is a Nonstatutory Stock Option.
Expiration
Date:
[________________],
the Expiration Date of the Original Option, subject to exercise prior to the expiration of the applicable Exercise Period.
Payment
of the Exercise Price:
By
one or a combination of the following methods (as described in the Option Agreement):
☒
By
cash, check, bank draft or money order payable to the Company;
☒
Pursuant
to a Regulation T Program if the Shares are publicly traded;
☒
By
delivery of already-owned shares having an aggregate Fair Market Value at the time of exercise equal to the Total Exercise Price;
and
☒
If
and only to the extent this Option is a Nonstatutory Stock Option, by a “net exercise” or “net issue” arrangement
satisfactory to the Company.
Vesting
Commencement Date:
August
[●], 2025, the Vesting Commencement Date of the Original Option surrendered.
Vesting
Schedule:
So
long as you do not have or experience a Termination of Service (and provided that no vesting
shall occur following the date of Grantee’s Termination of Service (the “Termination
Date”), unless otherwise determined by the Company in its sole discretion,
the Shares underlying this Option shall vest and become exercisable in accordance with the
following vesting schedule, provided, that this Notice of Stock Option Grant, the Stock Option
Agreement, the Employment Agreement, and the following Company on-boarding documents (collectively,
the “On-Boarding Documents”) shall have been returned to the Company fully
executed by the Executive substantially simultaneously with this Agreement and in any event
within ten (10) business days after receipt by you, and you have complied and are in compliance
with the terms hereof and thereof: the Proprietary Information, Invention and Confidentiality
Agreement set forth as Exhibit A to the Employment Agreement, the Covenant Agreement set
forth as Exhibit B to the Employment Agreement (the “Covenant Agreement”),
the Acknowledgement of Receipt and Review of Handbook and the Code of Ethics:
A
total of 500,000 Shares, constituting twenty-five (25%) of the total number of Shares subject to the Option, shall be or become vested
and be or become exercisable on the date of grant of the Replacement Option, including the 200,000 Shares that vested upon the Vesting
Commencement Date. Thereafter, 750,000 shares shall vest on the one year anniversary of the Vesting Commencement Date and on the
second annual anniversary of the Vesting Commencement Date (and if there is no corresponding date, on the last day of such month),
subject to Grantee being (i) employed by the Company or any of its Subsidiaries and designated as an employee of the Company or such
Subsidiary on its payroll records on the applicable Vesting Date and unless Grantee has remained continuously so employed since the
Date of Grant of the Option, or (ii) a Nonemployee Director serving as a member of the Board or as a member of a board of directors
of a Subsidiary on such Vesting Date (each a “Service Provider” and the termination of which being a “Termination
of Service” and the date thereof, the “Termination Date”).
-2-
Termination
by the Company without Cause or by you for Good Reason. If you experience a Termination of Service by the Company without Cause
or by you for Good Reason, then the vesting of the Option as of the date of termination shall accelerate to the extent necessary
to be able to exercise, (I) the Option that would become exercisable if the vesting for such annual period was monthly, based on
the number of full months you were employed or retained by the Company during such period prior to such termination, and (II) fifty
percent (50%) the Option that would become exercisable if the vesting for such annual period was monthly, based on the number of
full months you were employed or retained by the Company during such period prior to such termination, from the date of termination
to the vesting date set forth above next following Grantee’s Termination Date;
Termination
due to Death or Disability. If Grantee experiences a Termination of Service due to Grantee’s death or Disability, then
the vesting of the Option as of the date of termination shall accelerate to the extent necessary to vest the Option that would become
exercisable if the vesting for such annual period was monthly, based on the number of full months you were employed or retained by
the Company during such period prior to such termination; and
Change
in Control. Unless forfeited, in the event of a Change in Control, immediately prior to such Change in Control, all unvested Options
shall immediately vest without further action by any party hereto, which vesting shall be subject to the terms and conditions described
herein, including, but not limited to, the Grantee’s continued service or employment by the Company or any of its Subsidiaries
through the applicable Change of Control. Notwithstanding anything to the contrary in this Agreement, if a letter of intent or similar
written offer with respect to a Change in Control is executed while the Grantee is employed by the Company or any Subsidiary thereof
but Grantee’s employment is terminated by the Company and its Subsidiaries for reasons other than Cause prior to the consummation
of the Change in Control, then all unvested Options shall vest on the consummation of such Change in Control as if the Grantee had
remained employed through the date of the consummation of such Change in Control.
Notwithstanding
the foregoing, no such transaction or series of related transactions (including by way of merger, consolidation, recapitalization,
reorganization, sale of securities or otherwise) in connection with a public offering (other than any issuance of common equity securities
(a) in connection with and as consideration for a merger or acquisition, and (b) any issuance of common equity securities or rights
to acquire common equity securities to employees, officers, directors, consultants or other service providers of the Company or any
of its Subsidiaries or others as part of an incentive or compensation plan, agreement or arrangement) shall be deemed a Change in
Control.
Except
as provided above, this Option shall not vest with respect to any unvested shares after your Termination Date.
-3-
Exercise
Periods:
This
Option may be exercised with respect to the portion hereof vested on Grantee’s Termination
Date for three (3) months after such Termination Date, except that if Grantee’s Termination
of Service is for Cause, this Option shall terminate on the Termination Date. Upon the death
or Disability of Grantee, this Option may be exercised with respect to the portion hereof
vested on Grantee’s Termination Date for twelve (12) months after such Termination
Date. Additional special exercise termination periods are also set forth in Sections 2.4(e),
2.8(b), and 2.8(c) of the Option Agreement. In no event may this Option be exercised later
than the Expiration Date.
Grantee
is responsible for keeping track of these Exercise Periods following the Termination Date. The Company will not provide further notice
of such periods.
Transferability:
You
may not transfer this Option except as set forth in Section 2.6 of the Option Agreement (subject to compliance with applicable laws).
2.
Stock Option Agreement
The
details of your Option, in addition to those set forth in the Notice of Stock Option Grant and the Plan, are as follows:
2.1
Grant of Option; Designation of Option. The Company hereby grants to the Grantee named in the Notice of Stock Option Grant
attached as Part I of this Option Agreement (the “Grantee”) an option (the “Option”)
to purchase the number of Shares, as set forth in the Notice of Stock Option Grant, at the exercise price per Share set forth in the
Notice of Stock Option Grant (the “Exercise Price”), subject to the terms and conditions of this Option Agreement
and the Plan. This Option is intended to be an Incentive Stock Option (“ISO”) as defined in Section 422 of
the Code only to the extent so designated in the Notice of Stock Option Grant, and to the extent it is not so designated or to the extent
this Option does not qualify as an Incentive Stock Option, it is intended to be a Nonstatutory Stock Option.
Notwithstanding
the above, if designated as an Incentive Stock Option, in the event that the Shares subject to this Option (and all other Incentive Stock
Options granted to you by the Company or any Parent or Subsidiary, including under other plans) that first become exercisable in any
calendar year have an aggregate fair market value (determined for each Share as of the date of grant of the Option covering such Share)
in excess of USD$100,000, the Shares in excess of USD$100,000 shall be treated as subject to a nonstatutory stock option, in accordance
with Section 8 of the Plan.
2.2
Vesting.
(a)
Continued Employment. Except as otherwise provided herein, Grantee shall be employed by the Company or any of its Subsidiaries
for any period of time during which you are an employee of the Company or any of its Subsidiaries, as determined by the Company in accordance
with its applicable practices, policies and records; provided, that, during such period you are (i) in active employment status with
the Company or any of its Subsidiaries, (ii) on a Company-approved leave of absence for up to six months (or greater than six months
if you have a right to reemployment under a statute or contract), or (iii) on leave due to Disability for up to the applicable period
your job is protected by statute or as approved by the Company. For the avoidance of doubt, you shall not be considered to be employed
(x) for any period during which you are not considered to be an employee pursuant to the Company’s practices, policies and records,
(y) during any notice period or salary continuation period required by local law or contract (such as a “garden leave” or
similar period) or any severance period (if you are covered by a severance agreement or arrangement) or (z) for any period of leave in
excess of the periods set forth in clauses (ii) and (iii) above, as applicable. For purposes of Incentive Stock Options, no such leave
may exceed 90 days, unless reemployment upon expiration of such leave is guaranteed by statute or contract. If reemployment upon expiration
of a leave of absence approved by the Company is not so guaranteed, then three months following the 91st day of such leave, any Incentive
Stock Option held by Grantee shall cease to be treated as an Incentive Stock Option and shall be treated for tax purposes as a Nonstatutory
Stock Option. Service as a Director, whether or not you receive payment of a director’s fee by the Company, shall be sufficient
to constitute “employment” by the Company for purposes of this Agreement.
-4-
(b)
Vesting. Subject to the provisions contained herein, this Option is exercisable during its term in accordance with the Vesting
Schedule set forth in Section 1 and the applicable provisions of this Option Agreement and the Plan. In no event will this Option become
exercisable for additional Shares after a Termination of Service for any reason. Notwithstanding the foregoing, this Option becomes exercisable
in full if the Company is subject to a Change in Control before the Grantee’s Termination of Service, and within 12 months after
the Change in Control the Grantee is subject to a Termination of Service resulting from: (i) the Grantee’s involuntary discharge
by the Company (or the Affiliate employing him or her) for reasons other than Cause (defined below), death or Disability; or (ii) the
Grantee’s resignation for Good Reason (defined below). This Option may also become exercisable in accordance with Section 2.2(d)
below.
(c)
Conditions on Vesting Upon or Following Termination of Employment. Your eligibility to vest in or exercise this Option (or any
portion thereof) upon or following the date of your termination of Employment shall be subject to (i) your compliance with the obligations
in Section 2.11 and/or any Company Agreement, and (ii) if required by the Company at the time of your termination of employment, your
execution of a general release of claims in favor of the Company and its Subsidiaries and affiliates in the form required by the Company
that becomes effective within sixty (60) days following the date of termination (or such earlier date as the Company may require).
(d)
Change in Control. In connection with a Change in Control, the Committee will notify the Grantee in writing or electronically
that the Option will be fully vested and exercisable for a period determined by the Committee in its sole discretion and, to the extent
this Option is not exercised prior to the expiration of such period (which may be the closing of such Change in Control), if the Committee
determines, reasonable prior written notice of which acceleration and termination shall be given to the Grantee, such unexercised Option
shall terminate upon or immediately prior to the effectiveness of such Change in Control.
2.3
Number of Shares and Exercise Price. The number of shares of Common Stock subject to this Option and the Exercise Price
per share in the Notice of Stock Option Grant will be adjusted as provided in the Plan.
-5-
2.4
Exercise of Option. This Option may be exercised only within the period set out in the Notice of Stock Option Grant, and
may be exercised during such period only in accordance with this Option Agreement and the Plan, and the Vesting Schedule and applicable
Exercise Period set out in the Notice of Stock Option Grant and with the provisions of this Section 2.4.
(a)
Method of Exercise. You may exercise the vested portion of this Option (and the unvested portion of Grantee’s Option if
and to the extent Grantee’s Notice of Stock Option Grant so permits) during its term by (i) delivering a Notice of Exercise (in
a form designated by the Company) or completing such other documents and/or procedures designated by the Company for exercise, (ii) paying
the Exercise Price and any applicable withholding taxes to the Company’s Secretary, stock plan administrator, or such other person
as the Company may designate, and delivering such additional documents as the Company may then require, and (iii) if the Company’s
Common Stock shall not be registered for trading on a U.S. national securities exchange or U.S. over-the-counter market, executing and
delivering any stockholders’ agreement, investors’ rights, co-sale or other similar agreement to which the holders of a majority
of the shares of Common Stock then issued and outstanding are parties (each, a “Stockholders’ Agreement”).
The Grantee is responsible for filing any reports of remittance or other foreign exchange filings required in order to pay the Exercise
Price. In no event may this Option be exercised after the Expiration Date set forth in the Notice of Stock Option Grant. If requested
by the Company, this Option grant is conditioned on Grantee opening and maintaining a brokerage account that is permitted for use with
respect to awards granted under the Plan, by the deadline established by the Company and/or set forth on the website of the Plan recordkeeper.
If you do not accept this Option grant by the applicable deadline, your grant will be cancelled.
(b)
Compliance. In no event may the Option be exercised unless the shares of Common Stock issuable upon exercise are then registered
under the Securities Act or, if not registered, the Company has determined that the exercise and the issuance of the Shares would be
exempt from the registration requirements of the Securities Act. The Company is not obligated, and will have no liability for failure,
to issue or deliver of any Shares upon exercise of this Option, and this Option may not be exercised, if the issuance of such Shares
upon such exercise or the method of payment of consideration for such Shares would constitute a violation of any applicable requirements
of federal, state and foreign laws with respect to such securities and other law and regulations or the requirements of any stock exchange
or market system upon which the Shares may then be listed, with such compliance determined by the Company in consultation with its legal
counsel. Assuming such compliance, for income tax purposes the Shares shall be considered transferred to you on the date on which this
Option is exercised with respect to such Shares, subject to applicable laws. The inability of the Company to obtain the authority from
any regulatory body having jurisdiction, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance of
any Shares shall relieve the Company of any liability in respect of the failure to issue such Shares as to which such requisite authority
shall not have been obtained. As a condition to the issuance of the Shares, the Company may require you to satisfy any qualifications
that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or
warranty with respect thereto as may be requested by the Company. Furthermore, you understand that the applicable laws of the country
in which you are residing or working at the time of grant, vesting, and/or exercise of this Option (including any rules or regulations
governing securities, foreign exchange, tax, labor or other matters) may restrict or prevent exercise of this Option.
(c)
Compensation Recoupment Policy. In the event that any of the Options are at any time affected by an Accounting Restatement and
the Company has a compensation recoupment policy, whether on a stand-alone basis or combined with other policies, you hereby acknowledge
and agree that you and the Option, including any Shares that may be delivered to you pursuant to this Option, will be subject to such
compensation recoupment policy. The terms and conditions of any such compensation recoupment policy will be deemed incorporated by reference
into this Agreement. For purposes hereof, “Accounting Restatement” means the accounting restatement of any of the
Company’s financial statements filed with the Securities and Exchange Commission under the Exchange Act or the Securities Act of
1933, as amended, due to the Company’s material noncompliance with any financial reporting requirement under the securities laws,
including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously
issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left
uncorrected in the current period.
(d)
Notice of Disqualifying Disposition. If Grantee’s Option is an Incentive Stock Option, by exercising Grantee’s Option
you agree that you will notify the Company in writing within fifteen (15) days after the date of any disposition of any of the shares
of the Common Stock issued upon exercise of Grantee’s Option that occurs within two (2) years after the Date of Grant or within
one (1) year after such shares of Common Stock are transferred upon exercise of Grantee’s Option.
-6-
(e)
Special Termination Period. If exercise of the Option on the last day of the termination period set forth in Section 1 is prevented
by operation of subparagraph (b) of this Section 2.4, then this Option shall remain exercisable until 14 days after the first date that
subparagraph (b) no longer operates to prevent exercise of the Option.
2.5
Method of Payment. Payment of the aggregate Exercise Price shall be by any of the following methods; provided, however,
the payment shall be in strict compliance with all procedures established by the Committee:
(a)
cash;
(b)
check or wire transfer;
(c)
subject to any conditions or limitations established by the Committee, other Shares Delivered to the Company that have a Fair Market
Value on the date of surrender or attestation equal to the aggregate Exercise Price; provided, that such already-owned shares of Common
Stock are owned free and clear of any liens, claims, encumbrances or security interests, and that are valued at Fair Market Value on
the date of exercise. “Delivery” for these purposes, in the sole discretion of the Company at the time you
exercise this Option, will include delivery to the Company of Grantee’s attestation of ownership of such shares of Common Stock
in a form approved by the Company. Grantee may not exercise this Option by delivery to the Company of Common Stock if doing so would
violate the provisions of any law, regulation or agreement restricting the redemption of the Company’s stock.
(d)
consideration received by the Company under a broker-assisted sale and remittance program acceptable to the Committee pursuant to a program
developed under Regulation T as promulgated by the Federal Reserve Board that (Officers and Directors shall not be permitted to use this
procedure if this procedure would violate Section 402 of the Sarbanes-Oxley Act of 2002, as amended), including the receipt of irrevocable
instructions to pay the aggregate exercise price to the Company from the sales proceeds (this manner of payment is also known as a “broker-assisted
exercise”, “same day sale”, or “sell to cover”);
(e)
subject to any conditions or limitations established by the Committee, retention by the Company of so many of the Shares that would otherwise
have been delivered upon exercise of the Option as have a Fair Market Value on the exercise date equal to the aggregate exercise price
of all Shares as to which the Option is being exercised, provided that the Option is surrendered and cancelled as to such Shares; or
(f)
any combination of the foregoing methods of payment;
provided, that:
(i) fractional shares of Common Stock shall not be accepted as payment of the Exercise Price; (ii) shares of Common Stock that you acquired
within the six (6) month period immediately preceding the date of exercise may not be used to pay the Exercise Price; (iii) shares of
Common Stock that were issued to you by the Company upon your exercise of an incentive stock option within the one (1) year period immediately
preceding the exercise of the Option may not be used to pay the Exercise Price; and (iv) any shares of Common Stock used to pay the Exercise
Price (or any portion thereof) must be owned by you free and clear of any liens, encumbrances or security interests. Notwithstanding
the foregoing, if you are a director or Section 16 officer of the Company under the Securities Act, payment of the Exercise Price by
means of methods (c) (d) and (f) hereof is subject to approval by the Committee.
-7-
Grantee
understands and agrees that, if required by the Company or applicable laws, any cross-border cash remittance made to exercise this Option
or transfer proceeds received upon the sale of Shares must be made through a locally authorized financial institution or registered foreign
exchange agency and may require you to provide to such entity certain information regarding the transaction. Moreover, Grantee understands
and agrees that the future value of the underlying Shares is unknown and cannot be predicted with certainty and may decrease in value,
even below the Exercise Price. Grantee understands that neither the Company nor any Subsidiary or Affiliate is responsible for any foreign
exchange fluctuation between local currency and the United States Dollar or the selection by the Company or any Subsidiary or Affiliate
in its sole discretion of an applicable foreign currency exchange rate that may affect the value of this Option (or the calculation of
income or Tax-Related Items thereunder).
2.6
Non-Transferability of Option. This Option may not be transferred in any manner other than by will or by the laws of descent
and distribution, or in accordance with any beneficiary designation procedures that may be established by the Company, nor shall any
such rights be subject to execution, attachment or similar process, other than in accordance with the terms of the Plan. Upon any attempt
to sell, transfer, assign, pledge, hypothecate or otherwise dispose of the Option or of such rights contrary to the provisions of the
Plan or this Agreement, or upon the levy of any attachment or similar process upon the Option or such rights, the Option and such rights
shall, at the election of the Company, be forfeited for no consideration. This Option may be exercised during the lifetime of the Grantee
only by the Grantee. The terms of this Option Agreement and the Plan shall be binding upon the executors, administrators, heirs, successors,
and assigns of the Grantee. Notwithstanding the foregoing, if this Option is designated as a Nonstatutory Stock Option, the Committee
may, in its sole discretion, allow the Grantee to transfer this Option as a gift to one or more family members. For purposes of this
Option Agreement, “family member” means a child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse,
sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law (including adoptive
relationships), any individual sharing the Grantee’s household (other than a tenant or employee), a trust in which one or more
of these individuals have 100% of the beneficial interest, a foundation in which the Grantee or one or more of these persons control
the management of assets, and any entity in which the Grantee or one or more of these persons own 100% of the voting interest.
2.7
Tax Obligations.
(a)
Withholding. As a condition to the grant, vesting and exercise of this Option and as further set forth in Article 19 of the Plan,
Grantee hereby agrees to make adequate arrangements satisfactory to the Company for the satisfaction of (and will indemnify the Company
and any Subsidiary or Affiliate for) any applicable taxes or tax withholdings, social contributions, required deductions, or other payments,
if any (“Tax-Related Items”), which arise upon the grant, vesting or exercise of this Option, the lapse of
any substantial risk of forfeiture to which any of the shares of Common Stock are subject at the time of exercise, ownership or disposition
of Shares, receipt of dividends, if any, or otherwise in connection with this Option or the Shares, whether by withholding, direct payment
to the Company, or otherwise as permitted by the Company in its sole discretion. With the Company’s consent, these arrangements
may include withholding Shares that otherwise would be issued to the Grantee pursuant to the exercise of this Option. The Company may
refuse to honor the exercise and refuse to deliver Shares if such withholding amounts are not delivered at the time of exercise. Regardless
of any action the Company or any Subsidiary or Affiliate takes with respect to any or all applicable Tax-Related Items, you acknowledge
and agree that the ultimate liability for all Tax-Related Items is and remains Grantee’s responsibility and may exceed any amount
actually withheld by the Company or any Subsidiary or Affiliate. You further acknowledge and agree that you are solely responsible for
filing all relevant documentation that may be required in relation to this Option or any Tax-Related Items (other than filings or documentation
that is the specific obligation of the Company or any Subsidiary or Affiliate pursuant to applicable law), such as but not limited to
personal income tax returns or reporting statements in relation to the grant, vesting or exercise of this Option, the holding of Shares
or any bank or brokerage account, the subsequent sale of Shares, and the receipt of any dividends. You further acknowledges that the
Company makes no representations or undertakings regarding the treatment of any Tax-Related Items and does not commit to and is under
no obligation to structure the terms or any aspect of the Option to reduce or eliminate Grantee’s liability for Tax-Related Items
or achieve any particular tax result. You also understands that applicable laws may require varying Share or option valuation methods
for purposes of calculating Tax-Related Items, and the Company assumes no responsibility or liability in relation to any such valuation
or for any calculation or reporting of income or Tax-Related Items that may be required of you under applicable laws. Further, if you
have become subject to Tax-Related Items in more than one jurisdiction, you acknowledges that the Company or any Subsidiary or Affiliate
may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
-8-
(b)
Notice of Disqualifying Disposition of ISO Shares. If this Option is an ISO, and if the Grantee sells or otherwise disposes of
any of the Shares acquired pursuant to the exercise of the ISO on or before the later of (i) the date two years after the Grant Date,
or (ii) the date one year after the date of exercise, the Grantee shall immediately notify the Committee in writing of such disposition.
The Grantee may be subject to income tax withholding by the Company on the compensation income recognized by the Grantee.
2.8
Special Conditions.
(a)
ISO Employment. If Grantee’s Option is intended to be an Incentive Stock Option: Note that to obtain the federal income
tax advantages associated with an Incentive Stock Option, the Code requires that at all times beginning on the Date of Grant and ending
on the day three (3) months before the date of Grantee’s Option’s exercise, you must be an employee of the Company or an
Affiliate, except in the event of Grantee’s death or Disability. The Company has provided for extended exercisability of Grantee’s
Option under certain circumstances for Grantee’s benefit but cannot guarantee that the Option will necessarily be treated as an
Incentive Stock Option if you continue to provide services to the Company or an Affiliate as a consultant or director after your employment
terminates or if you otherwise exercise the Option more than three (3) months after the date your employment with the Company or an Affiliate
terminates.
(b)
Special Termination Period if the Grantee Subject to Section 16(b). If a sale within the applicable termination period
set forth in Section 1 of Shares acquired upon the exercise of this Option would subject the Grantee to suit under Section 16(b) of the
Exchange Act, this Option shall remain exercisable until the earliest to occur of (i) the tenth day following the date on which a sale
of such shares by the Grantee would no longer be subject to such suit, (ii) the 190th day after the Grantee’s Termination of Service,
or (iii) the Expiration Date.
(c)
Special Termination Period if the Grantee Subject to Blackout Period. The Company has established an Insider Trading Policy (as
such policy may be amended from time to time, the “Policy”) relative to trading while in possession of material,
non-public information. The Policy prohibits officers, directors, employees, and consultants of the Company and its subsidiaries from
trading in securities of the Company during certain “Blackout Periods” as described in the Policy. If the last
day of the termination period set forth in Section 1 is during such a Blackout Period, then this Option shall remain exercisable until
14 days after the first date that there is no longer in effect a Blackout Period applicable to the Grantee.
-9-
2.9
Restrictions on Resale; Lock-up Agreement. The Grantee shall not sell any Shares at a time when applicable law, Company
policies or an agreement between the Company and its underwriters prohibit a sale. This restriction shall apply as long as the Grantee
is a Service Provider and for such period after the Grantee’s Termination of Service as the Committee may specify. Without limiting
the foregoing, in connection with any underwritten public offering of shares of Common Stock made by the Company pursuant to a registration
statement filed under the Securities Act, the Grantee shall not offer, sell, contract to sell, pledge, hypothecate, grant any option
to purchase or make any short sale of, or otherwise dispose of any shares of Common Stock (including but not limited to Shares subject
to this Option) or any rights to acquire shares of the Company for such period beginning on the date of filing of such registration statement
with the Securities and Exchange Commission and ending at the time as may be established by the underwriters for such public offering;
provided, however, that such period shall end not later than 180 days from the effective date of such registration statement. The foregoing
limitation shall not apply to shares registered for sale in such public offering.
2.10
Termination for Cause. In the event Grantee’s Termination of Service is (x) for Cause, or (y) as a result of a termination
initiated by you under or in anticipation of circumstances that would constitute Cause, or (z) due to you voluntarily departing and,
after such voluntary departure, you at any time engage, directly or indirectly, in behavior that would constitute Cause or you breach
in any material respect any provision of this Agreement or any Company Agreement, this Option (including any vested portion thereof)
shall immediately terminate and be forfeited in its entirety upon first notification to you of such termination for Cause. If Grantee’s
service is suspended pending an investigation of whether Grantee’s Termination of Service will be terminated in accordance with
clause (x), (y) or (z) above, all Grantee’s rights under this Option, including the right to exercise this Option, shall be suspended
during the suspension period.
2.11
Competition with the Company. In order to protect the Company’s goodwill and investments in research and development
and Customer and business relationships and to prevent the disclosure of the Company’s confidential and trade secret information,
thereby promoting the long-term success of the Company’s business, you agree to the following:
(a)
Restricted Activities.
(i)
During your employment, you will not, without the prior written consent of the Company, directly or indirectly engage in Competitive
Activities;
(ii)
During your employment and for any restricted period set forth in a Company Agreement to which you are a party (a “Restricted
Period”), you will not breach or violate any of the provisions of such Company Agreement; and
(iii)
For a period of twenty-four (24) months following your Termination Date, Grantee will not, without the prior written consent of the Company,
directly or indirectly perform, or assist others to perform, work for a Competitor in a position in which you could disadvantage the
Company or advantage the Competitor through (A) Grantee’s disclosure or use of the Company’s confidential or trade secret
information and/or (B) Grantee’s use of the Company’s Customer relationships and goodwill.
(b)
Rescission and Forfeiture. You understand and agree that if the Company determines you have violated any of the provisions of
Section 2.11(a), including with respect to any Company Agreement, then, in addition to injunctive relief, damages, and all other equitable
and legal rights and remedies:
(i)
this Option (whether or not vested) shall be terminated and forfeited for no consideration on the earliest date on which you are first
in violation of Section 2.11(a) or any Company Agreement that you have with the Company; and
-10-
(ii)
upon the Company’s demand, you shall immediately deliver to the Company (1) a number of shares of Common Stock equal to the number
of shares of Common Stock with respect to which you exercised the Option (for the avoidance of doubt, without reduction for any shares
of Common Stock that may have been withheld and/or sold to satisfy applicable withholding taxes) within the twelve (12) month period
of time immediately preceding the earliest date on which you are first in violation of Section 2.11(a) or any Company Agreement, less
(2) the number of shares of Common Stock withheld upon exercise to satisfy the Option purchase price (or, if you paid the purchase price
in cash, the number of shares that would have been withheld had the purchase price been paid via cashless exercise). To the extent that
you do not, as of the date of the Company’s demand for repayment, hold a number of shares of Common Stock sufficient to satisfy
the obligation set forth in the preceding sentence, you shall pay the Company an amount in cash equal to (x) (i) the number of shares
required to be delivered by you pursuant to the preceding sentence, less (ii) the number of shares actually delivered by you pursuant
to the preceding sentence, multiplied by (y) the Fair Market Value per share of Common Stock as of the business day immediately preceding
the date of the Company’s demand for repayment. You agree to deliver and execute such documents (including, if applicable, share
certificates) as the Company may deem necessary to effect the repayment obligations referred to in this Section 2.11(b)(ii).
(c)
Injunctive Relief. You hereby acknowledge and agree that in the event of any breach of this Agreement by you, including, without
limitation, the actual or threatened breach of any Section 2.11(a) or disclosure or unauthorized use of Confidential Information without
the prior express written consent of the Company, the Company would suffer irreparable injury such that no remedy at law would adequately
protect or appropriately compensate the Company for such injury. Accordingly, you agree that the Company shall have the right to seek
enforcement of this Agreement and any of its provisions by injunction, specific performance or other equitable relief, without prejudice
to any other rights and remedies that the Company may have for a breach of this Agreement, and without the necessity of posting any bond
or other security.
(d)
Non-Exclusive Remedies. You understand and agree that the remedies set forth in Section 2.11(b) and Section 2.11(c) shall not
be the Company’s exclusive remedies in the event of a breach of the obligations set forth in Section 2.11(a) or other obligation
in any applicable Company Agreement, and that the Company reserves all other rights and remedies available to it at law or in equity.
(e)
Severability of Covenants. You acknowledge and agree that as to you the covenants set forth in this Section 2.11 are reasonable
and valid in geographical and temporal scope and in all other respects. If any court determines that any of such covenants, or any part
thereof, is invalid or unenforceable as to you or to any other holder of shares of the Company, the remainder of such covenants shall
not thereby be affected and shall be given full effect as to you, without regard to the invalid portions.
(f)
Blue-Penciling. If any court determines that any of the covenant set forth in this Section 2.11, or any part thereof, is unenforceable
as to you or to any other stockholder because of the duration or geographic scope of such provision, such court shall have the power
to reduce the duration or scope of such provision, as the case may be, as to you and, in its reduced form, such provision shall then
be enforceable.
-11-
2.12
Certain Definitions. For the purposes of this Agreement:
“Cause”
means, notwithstanding anything to the contrary set forth in the Plan, your “Termination of Service” by the Company for “Cause”
pursuant any Company Agreement with the Company or if you are not party to a Company Agreement that includes a definition of “Cause”,
your Termination of Service because of any of the following circumstances, acts or omissions, as determined jointly by the disinterested
member of the Board of the Company: (A) a pattern of failure to satisfactorily perform Grantee’s duties, (B) one or more acts of
insubordination, or willful failure or refusal to perform duties or carry out directives assigned by the Company or a Subsidiary for
which Grantee provides services, (C) one or more acts of dishonesty, including without limitation, theft or misappropriation of funds
or assets of the Company or a Subsidiary, including intellectual property; (D) commission of any acts involving moral turpitude, deceit,
embezzlement, fraud, misappropriation of funds, breach of fiduciary duty or any other act of dishonesty committed by Grantee or at Grantee’s
direction, or a conviction of, or guilty or nolo contendere plea by Grantee to any felony or any crime involving any of the aforementioned
acts, or entry into by Grantee of any consent decree with, or becoming subject to an order of, the Securities Exchange Commission, the
Financial Industry Regulatory Authority or a regulatory or self-regulatory organization which legally prevents or restricts Grantee from
providing services to the Company or a Subsidiary thereof, (E) one or more acts of willful misconduct in violation of the Company’s
Code of Conduct, Insider Trading Policy or other Company policy, (F) a material breach by Grantee of his obligations under this Agreement,
(G) breach or threatened breach of the confidentiality provisions or the restrictive covenants contained in this Agreement or any of
the provisions of a Company Agreement, (H) a material violation of any law, rule, regulation or by-law of any governmental authority
(state, federal or foreign), any securities exchange or association or other regulatory or self-regulatory body or agency applicable
to the Company or any of its Subsidiaries, (I) the habitual abuse of alcohol or any illegal substance or (J) participation or involvement
in intentional or negligent conduct which could subject the Company (or any of its affiliates) to risk or exposure under any local, state,
or federal law relating to harassment or discrimination based upon race, age, sex, disability, or any other protected status, or commission
of any intentional violation of any written policy of the Company adopted from time to time with respect to any such law. Cause shall
not exist to terminate Grantee’s employment under subsection (A) or (I) above unless written notice providing a detailed statement
of the facts and circumstances that, in the opinion of the Company, constitute Cause is provided to Grantee and Grantee is afforded such
reasonable period of time, which shall not be less than ten (10) business days after such notice, to cure (if curable), except that if
complying with such a directive or other curative action is necessary to respond to a regulatory authority or to avoid material economic
harm and, in each case, failure of Grantee to follow such directive or take other curative action within such ten business day period
shall be prejudicial to the Company or a Subsidiary, then such cure period may be, in the good faith determination of the Company, less
than ten business days, so long as not less than a reasonable period of time, as may be necessary to avoid material economic harm and
prejudice to the Company or a Subsidiary from that which would be experienced by the Company or its Subsidiary if such a cure period
was longer. If, following Grantee’s termination of employment hereunder for other than Cause, it is determined in good faith by
the Board that Grantee’s employment could have been terminated for Cause for the reasons set forth in clause (C), (D), (E) or (G)
above, in each case to the extent that such conduct involves or relates to the Company or any of its Subsidiaries and occurs prior to
such termination, Grantee’s employment shall be deemed to have been terminated for Cause retroactively to the date of termination.
“Company
Agreement” means any employment agreement, consulting agreement, proprietary rights agreement, invention assignment or
work for hire agreement, confidentiality agreement, non-competition agreement, non-solicitation agreement, restrictive covenant agreement
or similar agreement with or for the benefit of the Company, including the PIICA, Covenant Agreement and other On-Boarding Document required
to be entered into by Grantee with the Company in connection with Grantee’s employment or the grant of this Option or other equity
incentive.
-12-
“Competitor”
means any person or entity including, but not limited to, you or anyone acting on your behalf, that is engaged or preparing to be engaged
in the research, development, production, manufacturing, marketing or selling of, or consulting on, any product, process, technology,
device, machine, invention or service in existence or under development that resembles, competes with, may now or in the future compete
with, can be substituted for or can be marketed as a substitute for any product, process, technology, device, machine, invention, or
service of the Company that is in existence or that is, was, or is planned to be under development. The Committee shall determine whether
any individual or entity is a “Competitor” in its sole discretion, and its determination shall be final.
“Competitive
Activities” means any and activities (including preparations) which compete with, are intended to compete with, or which
otherwise may adversely affect or interfere with the Company’s business or advantage a Competitor whether immediately or in the
future. The Committee shall determine whether any conduct constitutes “Competitive Activities” in its sole discretion, and
its determination shall be final.
“Customer”
means any entity, client, account, or person, including the employees, agents or representatives of the foregoing, or any entity
or person who participates, influences or has any responsibility in making purchasing decisions on behalf of such entities, clients,
accounts, or persons, to whom or to which you contacted, solicited any business from, sold to, rendered any service to, were assigned
to, had responsibilities for, received commissions or any compensation on, or promoted or marketed any products or services to during
the applicable Restricted Period. The Committee shall determine whether any individual or entity is a “Customer” in its sole
discretion, and its determination shall be final.
“Good
Reason” means Termination of Service of Grantee in circumstances constituting a “Termination for Good Reason”
pursuant to Grantee’s employment agreement with the Company.
“Vesting
Date” means a vesting date above determined by reference to the Vesting Commencement Date.
2.13
Representations, Warranties and Covenants of Grantee under the Uniting and Strengthening America by Providing Appropriate Tools
Required to Intercept and Obstruct Terrorism Act of 2001 (the “USA PATRIOT Act”) and Corporate Transparency Act (“CTA”).
(a)
Grantee agrees to provide any information deemed necessary by the Company in its sole discretion to comply with its anti-money laundering
programs and related responsibilities from time to time and also the CTA.
(b)
Grantee represents that Grantee is (i) not an individual, entity or organization on any Office of Foreign Assets Control “watch
list” and does not have any affiliation of any kind with such individual, entity or organization, (ii) not a Foreign Shell Bank,
(iii) not a person or entity resident in or whose subscription funds are transferred from or through a jurisdiction identified as non-cooperative
by the Financial Action Task Force, and not subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i)
to (viii) under the Securities Act. Grantee also agrees to notify the Company if Grantee becomes subject to such disqualifications after
the date hereof.
-13-
(c)
Grantee is not a senior foreign political figure, an immediate family member of a senior foreign political figure or a close associate
of a senior foreign political figure.
2.14
Tax Consequences.
(a)
You hereby agree that the Company does not have a duty to design or administer the Plan or its other compensation programs in a manner
that minimizes your tax liabilities. You will not make any claim against the Company, or any of its officers, directors, employees or
Affiliates related to tax liabilities arising from your Option or your other compensation. In particular, you acknowledge that this Option
is exempt from Section 409A of the Code only if the exercise price per share specified in the Notice of Stock Option Grant is at least
equal to the “fair market value” per share of the Common Stock on the Date of Grant and there is no other impermissible deferral
of compensation associated with the Option.
(b)
Section 409A. The intent of the parties is that payments and benefits under this Agreement shall be exempt from or shall comply
with Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and guidance issued thereunder (“Section
409A”), to the extent subject thereto, and accordingly, to the maximum extent permitted, this Agreement shall be interpreted
and administered to be in compliance therewith or exempt therefrom, as applicable. Notwithstanding anything to the contrary in the Plan
or this Agreement, the Company reserves the right to revise this Agreement as it deems necessary or advisable, in its sole discretion
and without your consent, to comply with Section 409A or to otherwise avoid imposition of any additional tax or income recognition under
Section 409A. However, the Company makes no representation that the Option is not subject to Section 409A nor makes any undertaking to
preclude Section 409A from applying to the Option. The Company shall not have any liability under the Plan or this Agreement for any
taxes, penalties or interest due on amounts paid or payable pursuant to the Plan or this Agreement, including any taxes, penalties or
interest imposed under Section 409A. For purposes of the Plan and this Agreement, to the extent necessary to avoid accelerated taxation
and/or tax penalties under Section 409A, a termination of employment shall not be deemed to have occurred for purposes of settlement
of any portion of the Option unless such termination constitutes a “separation from service” within the meaning of Section
409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment”
or similar terms shall mean “separation from service.”
2.15
Data Privacy. Grantee hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or
other form, of his or her personal data as described in this Agreement and any other award materials by and among, as applicable, the
Grantee’s employer, the Company and any Subsidiary or affiliate of the Company for the exclusive purpose of implementing, administering
and managing Grantee’s participation in the Plan or with respect to the Shares. Grantee understands that the Company and the Grantee’s
employer may hold certain personal information about him or her, including, but not limited to, Grantee’s name, home address and
telephone number, date of birth, social security number or other identification number, salary, nationality, job title, any shares of
stock or directorships held in the Company, details of all Shares or any other entitlement to shares of stock awarded, canceled, exercised,
vested, unvested or outstanding in Grantee’s favor, for the exclusive purpose of implementing, administering and managing the Plan
or with respect to the Shares (“Data”).
-14-
Grantee
understands that Data may be transferred to a stock plan service provider as may be selected by the Company from time to time, to assist
the Company with the implementation, administration and management of the Plan. Grantee understands that the recipients of the Data may
be located in the United States or elsewhere, and that the recipients’ country (e.g., the United States) may have different data
privacy laws and protections than Grantee’s country. Grantee understands that he or she may request a list with the names and addresses
of any potential recipients of the Data by contacting Grantee’s local human resources representative. Grantee authorizes the Company,
and any possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the
Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering
and managing Grantee’s participation in the Plan or with respect to the Shares. Grantee understands that Data will be held only
as long as is necessary to implement, administer and manage Grantee’s participation in the Plan. Grantee understands that he or
she may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments
to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing Grantee’s local human resources
representative. Grantee understands, however, that refusing or withdrawing his or her consent may affect Grantee’s ability to participate
in the Plan. For more information on the consequences of Grantee’s refusal to consent or withdrawal of consent, Grantee understands
that he or she may contact his or her local human resources representative.
2.16
No Guarantee of Continued Service. The vesting of the Option pursuant to the Vesting Schedule hereof is earned only by
continuing as a Service Provider at the will of the Company (and not through the act of being hired, being granted an Option, or purchasing
Shares hereunder). This Option Agreement, the transactions contemplated hereunder, and the Vesting Schedule constitutes neither an express
nor an implied promise of continued engagement as a Service Provider for the vesting period, for any period, or at all, and shall not
interfere with Grantee’s right or the Company’s right to terminate Grantee’s relationship as a Service Provider at
any time, with or without Cause.
2.17
Governing Plan Document.
(a)
Subject to. You acknowledge receipt of a copy of the Plan and represent that you are familiar with the terms and provisions thereof
(and has had an opportunity to consult counsel regarding the Option terms), and hereby accepts this Option and agrees to be bound by
its contractual terms as set forth herein and in the Plan. Your Option is subject to all the provisions of the Plan, the provisions of
which are hereby made a part of your Option, and is further subject to, and you hereby agree to accept as binding, conclusive and final,
all decisions, interpretations, amendments, rules and regulations, which may from time to time be promulgated and adopted pursuant to
the Plan, including any thereof of the Committee regarding any questions relating to this Option. In addition, your Option (and any compensation
paid or shares issued under your Option) is subject to recoupment in accordance with The Dodd—Frank Wall Street Reform and Consumer
Protection Act and any implementing regulations thereunder, any clawback or recoupment policy adopted by the Company and any compensation
recovery policy otherwise required by applicable law.
(b)
Disclaimer. Grantee hereby expressly acknowledges and agrees that Grantee is not entitled to compensation for loss of rights under
the Plan or this Agreement where the Plan is amended or discontinued or where Grantee’s employment (or service) is terminated;
provided that no such amendment or discontinuance of the Plan, other than as contemplated by Sections 13 and 14 of the Plan, shall adversely
affect in any material way the Option represented by this Agreement without the written consent of Grantee.
2.18
Effect on Other Employee Benefit Plans. The value of this Option will not be included as compensation, earnings, salaries,
or other similar terms used when calculating your benefits under any employee benefit plan sponsored by the Company or any Affiliate,
including, but not limited to, calculating any severance, resignation, termination indemnities, redundancy, dismissal, end-of-service
payments, bonuses, long-service awards, pension or retirement benefits or welfare benefits or similar payments, and in no event should
be considered as compensation for, or in any way relating to, past services to the Company or any of its Subsidiaries, except as such
plan otherwise expressly provides, or for any other purpose. The Option and shares of Common Stock subject to the Option, and the income
and value of same, is not intended to replace any pension rights or compensation. The Company expressly reserves its rights to amend,
modify, or terminate any of the Company’s or any Affiliate’s employee benefit plans.
-15-
2.19
Voting Rights. You will not have voting or any other rights as a stockholder of the Company with respect to the shares
to be issued pursuant to this Option until such shares are issued to you. Upon such issuance, you will obtain full voting and other rights
as a stockholder of the Company. Nothing contained in this Option, and no action taken pursuant to its provisions, will create or be
construed to create a trust of any kind or a fiduciary relationship between you and the Company or any other person.
2.20
Stop-Transfer Orders. Grantee agrees that, in order to ensure compliance with the restrictions referred to herein, the
Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers
its own securities, it may make appropriate notations to the same effect in its own records.
2.21
Refusal to Transfer. The Company shall not be required (i) to transfer on its books any Shares that have been sold or otherwise
transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Shares or to accord the right to
vote or pay dividends to any purchaser or other transferee to whom such Shares shall have been so transferred.
2.22
Imposition of Other Requirements. The Company reserves the right, without your consent, to cancel or forfeit outstanding
grants or impose other requirements on your participation in the Plan, on this Option and the Shares subject to this Option and on any
other award under the Plan or Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable in order
to comply with applicable laws or facilitate the administration of the Plan. You agrees to sign any additional agreements or undertakings
that may be necessary to accomplish the foregoing. Furthermore, you acknowledge that the Applicable Laws of the country in which you
are residing or working at the time of grant, holding, vesting, and exercise of the Option or the holding or sale of Shares received
pursuant to the Option (including any rules or regulations governing securities, foreign exchange, tax, labor, or other matters) may
subject you to additional procedural or regulatory requirements that you are and will be solely responsible for and must fulfill. If
applicable, such requirements may be outlined in but are not limited to the Country-Specific Addendum (the “Addendum”)
attached hereto, which forms part of this Agreement. Notwithstanding any provision herein, your participation in the Plan shall be subject
to any applicable special terms and conditions or disclosures as set forth in the Addendum. You also understand and agree that if you
work, reside, move to, or otherwise are or become subject to applicable laws or Company policies of another jurisdiction at any time,
certain country-specific notices, disclaimers and/or terms and conditions may apply to you as from the date of grant, unless otherwise
determined by the Company in its sole discretion.
2.23
Electronic Delivery/Access. The Grantee further agrees that the Company may deliver all documents relating to the Plan
or this Option (including prospectuses required by the Securities and Exchange Commission), and all other documents that the Company
is required to deliver to its security holders or the Grantee (including annual reports, proxy statements and financial statements),
either by e-mail or through access to a Web site location where those documents have been posted. Grantee understands that an e-mail
account and appropriate hardware and software, including a computer or compatible cell phone and an Internet connection, will be required
to access documents delivered by e-mail or accessible through a Web site. By accepting this Option, whether electronically or otherwise,
Grantee hereby (i) consents to receive such documents by electronic means, (ii) consents to the use of electronic signatures, and (iii)
if applicable, agrees to participate in the Plan and/or receive any such documents through an on-line or electronic system established
and maintained by the Company or a third party designated by the Company, including but not limited to the use of electronic signatures
or click-through electronic acceptance of terms and conditions.
-16-
2.24
No Acquired Rights or Employment Rights.
(a)
No Right to Future Employment. Nothing contained in your Option is intended to constitute or create a contract of employment or
other service, nor shall it constitute or create the right to remain associated with or in the employ of the Company or any Subsidiary
or Affiliate for any particular period of time, and nothing in your Option will be deemed to create in any way whatsoever any obligation
on your part to continue in the employ or other service of the Company or an Affiliate, or of the Company or an Affiliate to continue
your employment. In addition, nothing in your Option will obligate the Company or an Affiliate, their respective stockholders, boards
of directors, officers or employees to continue any relationship that you might have as a Director or Consultant for the Company or an
Affiliate.. This Agreement shall not interfere in any way with the right of the Company or any Subsidiary or Affiliate to terminate your
employment or service at any time, subject to applicable laws.
(b)
No Acquired Rights. Grantee acknowledges and agrees as follows: (a) the grant of this Option is voluntary and occasional and does
not create any contractual or other right to receive future grants of Options, other awards under the Plan or benefits in lieu of Options,
even if Options have been granted repeatedly in the past, and all decisions with respect to future grants of Options or other awards
under the Plan, if any, will be at the sole discretion of the Company; (b) the grant of the Option is exceptional, voluntary and occasional
and does not create any contractual or other right to receive future grants of options, or benefits in lieu of options, even if options
have been granted in the past; (c) unless otherwise agreed with the Company, the Option and the shares of Common Stock subject to the
Option, and the income and value of same, are not granted as consideration, or in connection with, the service you may provide as a director
of the Company; (d) the future value of the underlying shares of Common Stock is unknown, indeterminable and cannot be predicted with
certainty; (e) if the underlying shares of Common Stock do not increase in value, the Option will have no value; (f) if you exercise
the Option and acquire shares of Common Stock, the value of such shares of Common Stock may increase or decrease in value, even below
the purchase price; (g) no claim or entitlement to compensation or damages shall arise from forfeiture or recoupment of the Option resulting
from the termination of your employment or other service relationship (regardless of the reason for such termination and whether or not
later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment
agreement, if any); (h) you shall seek all necessary approvals under, make all required notifications under, and comply with all laws,
rules, and regulations applicable to the ownership of the Option and, if applicable, shares of Common Stock, including currency and exchange
laws, rules, and regulations; (i) neither the Company nor any of its Subsidiaries or affiliates shall be liable for any foreign exchange
rate fluctuation between your local currency and the U.S. dollar that may affect the value of the Option or of any amounts due to you
upon exercise of the Option or the subsequent sale of any shares of Common Stock acquired upon exercise; and (j) the Company is not providing
any tax, legal, or financial advice, nor is the Company making any recommendations regarding your participation in the Plan, or your
acquisition or sale of the underlying shares of Common Stock and you should consult your own personal tax, legal and financial advisors
regarding your participation in the Plan before taking any action related to the Option.
-17-
2.25
Miscellaneous.
(a)
Governing Law; Consent to Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the laws
of the State of Delaware, without giving effect to principles of conflicts of law. For purposes of litigating any dispute that may arise
directly or indirectly from this Agreement, the parties hereby irrevocably submit and consent to the exclusive jurisdiction of the federal
or state courts located in the State of New York, County of New York (collectively, the “Chosen Courts”) for
any litigation arising out of or relating to this Agreement, or the negotiation, validity or performance of this Agreement, or the transactions
contemplated hereby (and agrees not to commence any litigation relating thereto except in such courts), waives any objection to the laying
of venue of any such litigation in the Chosen Courts and agrees not to plead or claim in any Chosen Court that such litigation brought
therein has been brought in any inconvenient forum. Each of the parties hereto agrees that service of process may also be made on such
party by prepaid certified mail with a proof of mailing receipt validated by the United States Postal Service constituting evidence of
valid service. Service made pursuant to the immediately preceding sentence shall have the same legal force and effect as if served upon
such party personally within the State of New York.
(b)
Waiver of Jury Trial. EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT THAT
SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION OR OTHER LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF,
UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE OPTION AGREEMENT, ANY OTHER ON-BOARDING DOCUMENTS, OR ANY TRANSACTION CONTEMPLATED
HEREBY OR THEREBY. EACH PARTY HERETO (1) CERTIFIES THAT NO REPRESENTATIVE OR AGENT OF ANY OTHER PARTY HERETO HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, AND (2) ACKNOWLEDGES
THAT SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT, THE OPTION AGREEMENT OR THE OTHER ON-BOARDING DOCUMENTS BY, AMONG OTHER
THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED IN THIS SECTION 2.25(b).
(c)
Entire Agreement. This Agreement sets forth the entire agreement and understanding of the parties relating to the subject
matter herein and supersedes all prior or contemporaneous discussions, understandings and agreements, whether oral or written, between
them relating to the subject matter hereof, including without limitation the Employment Agreement.
(d)
Successors and Assigns. Except as otherwise provided in this Agreement, this Agreement, and the rights and obligations
of the parties hereunder, will be binding upon and inure to the benefit of parties hereto and their respective successors, assigns, heirs,
executors, administrators and legal representatives. The Company may assign any of its rights and obligations under this Agreement. No
other party to this Agreement may assign, whether voluntarily or by operation of law, any of its rights and obligations under this Agreement,
except with the prior written consent of the Company.
(e)
Notices. Any notice, demand or request required or permitted to be given under your Option, this Agreement or the Plan
shall be in writing (including electronically) and shall be deemed sufficient and effectively given upon receipt (including if given
by overnight courier or sent by email) or, in the case of notices delivered by mail, forty-eight (48) hours after deposit in the United
States mail as certified or registered mail with postage prepaid, addressed to the party to be notified at such party’s address
as set forth on the signature page, as subsequently modified by written notice, or if no address is specified on the signature page,
at the most recent address set forth in the Company’s books and records.
(f)
Severability. If one or more provisions of this Agreement are held to be unenforceable under Applicable Law, the parties
agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement
for such provision, then (i) such provision shall be excluded from this Agreement, (ii) the balance of the Agreement shall be interpreted
as if such provision were so excluded and (iii) the balance of the Agreement shall be enforceable in accordance with its terms.
-18-
(g)
Third-Party Beneficiaries. You acknowledge and agree that all affiliates and subsidiaries of the Company have, or will
as the result of a future acquisition, merger, assignment, or otherwise have, an interest in your Employment and your compliance with
the obligations in Section 2.11, and that those entities are each express, third-party beneficiaries of this Agreement.
(h)
Construction. This Agreement is the result of negotiations between and has been reviewed by each of the parties hereto
and their respective counsel, if any; accordingly, this Agreement shall be deemed to be the product of all of the parties hereto, and
no ambiguity shall be construed in favor of or against any one of the parties hereto.
(i)
Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered
shall be deemed an original, and all of which together shall constitute one and the same agreement. Execution of a facsimile or scanned
copy will have the same force and effect as execution of an original, and a facsimile or scanned signature will be deemed an original
and valid signature.
You
acknowledge and agree that you have reviewed your Option in its entirety, have had an opportunity to obtain the advice of counsel prior
to executing and accepting your Option, and fully understand all provisions of your Option.
-19-
the
company:
Milestone Scientific
Inc.
By:
Name:
Benedetta Casamento
Title:
Chairman of the Board of
Directors
GRANTEE:
(Signature)
Address:
Email:
Country-Specific
Addendum
This
Addendum includes additional country-specific notices, disclaimers, and/or terms and conditions that apply to individuals who are working
or residing in the countries listed below and that may be material to your participation in the Plan. Such notices, disclaimers, and/or
terms and conditions may also apply, as from the date of grant, if you move to or otherwise is or becomes subject to the Applicable Laws
or Company policies of the country listed. However, because foreign exchange regulations and other local laws are subject to frequent
change, you are advised to seek advice from his or her own personal legal and tax advisor prior to accepting or exercising an Option
or holding or selling Shares acquired under the Plan. The Company is not providing any tax, legal or financial advice, nor is the Company
making any recommendations regarding your acceptance of the Option or participation in the Plan. Unless otherwise noted below, capitalized
terms shall have the same meaning assigned to them under the Plan, the Notice of Stock Option Grant and the Stock Option Agreement. This
Addendum forms part of the Stock Option Agreement and should be read in conjunction with the Stock Option Agreement and the Plan.
Securities
Law Notice: Unless otherwise noted, neither the Company nor the Shares are registered with any local stock exchange or under the
control of any local securities regulator outside the United States. The Stock Option Agreement (of which this Addendum is a part), the
Notice of Stock Option Grant, the Plan, and any other communications or materials that you may receive regarding participation in the
Plan do not constitute advertising or an offering of securities outside the United States, and the issuance of securities described in
any Plan-related documents is not intended for public offering or circulation in your jurisdiction.
SECURITIES/BLUE
SKY LEGENDS
[TBS]
EXHIBIT
A
Milestone
Scientific Inc.
2020
Equity incentive Plan
NOTICE
OF EXERCISE and AGREEMENT
This
Notice of Exercise and Agreement (this “Agreement”) is made as of _______________, by and between Milestone
Scientific Inc., a Delaware corporation (the “Company”), and ____________________ (“Grantee”).
To the extent any capitalized terms used in this Agreement are not defined, they shall have the meaning ascribed to them in the Company’s
2020 Equity Incentive Plan (the “Plan”) and the Option Agreement (as defined below).
1.
Exercise of Option. Subject to the terms and conditions hereof, Grantee hereby elects to exercise his or her Option dated
the date set forth below (the “Option”) to purchase the number of shares of the Common Stock (the “Shares”)
of the Company under and pursuant to the Plan, the Notice of Stock Option Grant and the Stock Option Agreement dated the date of the
Option below (the “Option Agreement”), at the purchase price for the Shares as follows:
Stock
Option dated:
Number
of Shares as to which Option is exercised:
Certificates
to be issued in name of:
Total
Exercise Price:
Cash
payment delivered herewith:
[Value
of _______Shares delivered herewith(1):
]
[Value
of _______Shares pursuant to Net Exercise(2):
]
[Regulation
T Program (cashless exercise(3)):
]
Broker
Information:
Firm
Name
Contact
Person
Broker
Address
City,
State, Zip Code
Phone
Number
Broker
Account Number
Electronic
Transfer Number:
The
term “Shares” refers to the purchased shares and all other securities received in connection with the Shares
pursuant to stock dividends or splits, all securities received in replacement of the Shares in a recapitalization, merger, reorganization,
exchange or the like, and all new, substituted or additional securities or other property to which Grantee is entitled by reason of Grantee’s
ownership of the Shares.
___________________________________
(1)
Shares must meet the requirements set forth in the Option. Shares must be valued in accordance with the terms of the Option being exercised,
and must be owned free and clear of any liens, claims, encumbrances or security interests. Certificates must be endorsed or accompanied
by an executed assignment separate from certificate.
(2)
The Option must be a Nonstatutory Stock Option, and the Company must have established Net Exercise procedures at the time of exercise,
in order to utilize this payment method.
(3)
Shares must meet the public trading requirements set forth in the Option.
By
Grantee’s signature and the signature of the Company’s representative below, (i) Grantee agrees (A) to provide such additional
documents as the Company may require pursuant to the terms of the Plan, (B) to provide for the payment by Grantee to the Company (in
the manner designated by the Company) of the Company’s tax, withholding, required deductions or other payments, if any, relating
to the exercise of this Option to the satisfaction of the Company, and (C) if this exercise relates to an Incentive Stock Option, to
notify the Company in writing within fifteen (15) days after the date of any disposition of any of the Shares issued upon exercise of
this Option that occurs within two (2) years after the date of grant of this Option or within one (1) year after such Shares are issued
upon exercise of this Option, and (ii) Grantee and the Company agree that this exercise and purchase of Shares is made pursuant to and
shall in all respects be subject to the terms and conditions of this Agreement, the Option Agreement and also the Plan, as amended to
the date of grant and, except as expressly provided herein, any Stockholders’ Agreement.
The
purchase and sale of the Shares under this Agreement shall occur at the principal office of the Company simultaneously with the execution
and delivery of this Agreement, the payment of the aggregate exercise price by any method indicated in the Notice of Stock Option Grant,
the satisfaction of any applicable tax, withholding, required deductions or other payments , and the execution and delivery by Grantee
of such adoption, joinder or other agreement pursuant to which Grantee will become a party to and the Shares subject to the Stockholders’
Agreement (if any), all in accordance with the provisions of the Option Agreement. The Company shall issue the Shares to Grantee by entering
such Shares in Grantee’s name as of such date in the books and records of the Company or, if applicable, a duly authorized transfer
agent of the Company, against payment of the exercise price and any tax, withholding or other obligation therefor by Grantee to the satisfaction
of the Company. The Company will deliver to Grantee a stock certificate, or confirmation of registration of the issuance to Grantee of
electronic Shares, for the Shares as soon as practicable following such date.
-2-
2.
Investment and Taxation Representations. In connection with the purchase of the Shares, Grantee represents to the Company
the following:
(a)
Investment Representation. In connection with the purchase of the Shares, Grantee is purchasing the Shares for investment for
Grantee’s own account only and not with a view to, or for resale in connection with, any “distribution” thereof within
the meaning of the Securities Act or under any applicable provision of state law. Grantee does not have any present intention to transfer
the Shares to any other person or entity. Grantee agrees that the Grantee will not, directly or indirectly, offer, transfer, sell, pledge,
hypothecate or otherwise dispose of any of the Shares (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of
any of the Shares), except in compliance with (i) the Securities Act, and the rules and regulations of the Securities and Exchange Commission
thereunder, (ii) applicable state and non-U.S. securities or “blue sky” laws and (iii) and the provisions of this Agreement.
Grantee further understands, acknowledges and agrees that none of the Shares or any interest therein or any rights relating thereto may
be transferred, sold, pledged, hypothecated or otherwise disposed of unless (x) the provisions of this Agreement shall have been complied
with and (y) such disposition is exempt from the provisions of Section 5 of the Securities Act or is pursuant to an effective registration
statement under the Securities Act and is exempt from (or in compliance with) applicable state securities or “blue sky” laws.
Any attempt by Grantee, directly or indirectly, to offer, transfer, sell, pledge, hypothecate or otherwise dispose of any Shares, or
any interest therein, or any rights relating thereto, without complying with the provisions of this Agreement, shall be void and of no
effect.
(b)
Ability to Bear Risk. (i) Grantee’s financial situation is such that Grantee can afford to bear the economic risk of holding
the Shares for an indefinite period of time and (ii) Grantee can afford to suffer the complete loss of Grantee’s investment in
the Shares. Grantee confirms that none of the Company, any officers or board members, nor any other person or entity, guarantees the
success of the investment in the Shares or that substantial losses will not be incurred on such investment. Grantee further acknowledges
and understands that the securities must be held indefinitely unless they are subsequently registered under the Securities Act or an
exemption from such registration is available. Grantee further acknowledges and understands that while the shares of Common Stock are
currently registered under the Securities Act, the Company is under no obligation to Grantee to continue registration of its Common Stock.
(c)
Securities Laws Matters. Grantee is familiar with the provisions of Rule 144, promulgated under the Securities Act (“Rule
144”), which, in substance, permits limited public resale of “restricted securities” such as the Shares acquired,
directly or indirectly, from the issuer of the securities (or from an affiliate of such issuer), in a non-public offering subject to
the satisfaction of certain conditions. Grantee acknowledges receipt of advice from the Company that (i) the Company has made no covenant
to continue to make Rule 144 available, (ii) if and when the Shares may be disposed of without registration in reliance upon Rule 144,
such disposition can be made only in limited amounts and in accordance with the terms and conditions of such Rule, (iii) if the exemption
afforded by Rule 144 is not available, public sale of the Shares without registration will require the availability of another exemption
under the Securities Act, and (iv) a notation shall be made in the appropriate records of the Company indicating that the Shares are
subject to restrictions on transfer and appropriate stop transfer instructions will be issued to its transfer agent with respect to the
Shares. Grantee further understands that the Company provides no assurances as to whether he or she will be able to resell any or all
of the Shares pursuant to Rule 144, which rule requires, among other things, that the Company be subject to the reporting requirements
of the Securities Exchange Act of 1934, as amended, that resales of securities take place only after the holder of the Shares has held
the Shares for certain specified time periods, and under certain circumstances, that resales of securities be limited in volume and take
place only pursuant to brokered transactions. If Rule 144 is not available, (A) it is not anticipated that there will be any public market
for the Shares, and (B) the Grantee must continue to bear the economic risk of the investment in the Shares unless such Shares are subsequently
registered under the Securities Act and such state or non-U.S. securities laws or an exemption from such registration is available.
(d)
Access to Information. Grantee is aware of the Company’s business affairs and financial condition, properties, operations
and prospects, and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the
Shares, and has been granted the opportunity to ask questions of, and receive answers from, representatives of the Company concerning
the Company, and to obtain any additional information that Grantee deems necessary to verify the accuracy of the information so provided.
Grantee’s knowledge and experience in financial and business matters is such that Grantee is capable of evaluating the merits and
risks of the Shares. Grantee acknowledges that the Company has filed with or furnished to, as applicable, the Securities and Exchange
Commission (“SEC”) various registration statements, prospectuses, reports, schedules, forms, statements, and
other documents (including exhibits and all other information incorporated by reference), all of which are available and accessible by
Grantee at www.sec.gov or through the website of the Company, and Grantee has carefully reviewed the same to the extent Grantee
deems appropriate. In furtherance of the foregoing, Grantee represents and warrants that Grantee has relied upon Grantee’s own
independent appraisal and investigation and the advice of Grantee’s own counsel, tax advisors and other advisors, regarding the
risks of an investment in the Company and Grantee will continue to bear sole responsibility for making his or her own independent evaluation
and monitoring of the risks of Grantee’s investment in the Company.
-3-
(e)
Representations, Warranties and Covenants of Grantee under the USA PATRIOT Act and Corporate Transparency Act. Grantee hereby
represents and warrants that each of the representations and warranties set forth in Section 2.13 of the Option Agreement are true and
correct as of the date hereof.
(f)
Non-U.S Purchasers. If Grantee is not a resident of the United States, Grantee acknowledges and agrees that Grantee is responsible
for compliance of the offering and sale of the Shares under the securities laws of the jurisdiction in which Grantee resides.
(g)
Tax Consequences. Grantee acknowledges the provisions of Section 2.14 of the Option Agreement and understands that Grantee may
suffer adverse tax consequences as a result of Grantee’s purchase or disposition of the Shares. Grantee represents that Grantee
has consulted any tax consultants Grantee deems advisable in connection with the purchase or disposition of the Shares and that Grantee
is not relying on the Company for any tax advice.
3.
Re-affirmation of Option Agreement. Grantee hereby re-affirms that the provisions of the Option Agreement, including without
limitation, Sections 2.10 and 2.11 of the Option Agreement, are independent obligations of Grantee intended to survive the exercise of
the Option and shall continue to be binding upon Grantee and in full force and effect in accordance with their respective terms. If there
shall be any conflict or inconsistency between any of the terms of this Notice of Exercise and the Option Agreement, the terms most favorable
to the Company shall control.
4.
No Employment Rights. This Agreement shall not entitle the Grantee to any right or claim to be employed or retained by
the Company or any subsidiary thereof or limit the right of the Company or any subsidiary thereof to terminate any such engagement or
employment with the Company or any subsidiary thereof or to change the terms of such engagement or employment, if applicable. Nothing
in this Agreement shall affect in any manner whatsoever the right or power of the Company, or a parent, subsidiary or affiliate of the
Company, to terminate Grantee’s employment or consulting relationship, for any reason, with or without cause.
5.
Lock-Up Agreement. The lock-up provisions set forth in Section 2.9 of the Option Agreement shall apply to the Shares issued
upon exercise of the Option hereunder and Grantee reaffirms Grantee’s obligations set forth therein.
6.
Miscellaneous.
(a)
Entire Agreement. This Agreement, together with the Option Agreement and the Plan, sets forth the entire agreement and understanding
of the parties relating to the subject matter herein and supersedes all prior or contemporaneous discussions, understandings and agreements,
whether oral or written, between them relating to the subject matter hereof. This Agreement cannot be changed or terminated orally.
-4-
(b)
Amendments and Waivers. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement,
shall be effective unless in writing signed by the parties to this Agreement. No delay or failure to require performance of any provision
of this Agreement shall constitute a waiver of that provision as to that or any other instance.
(c)
Successors and Assigns. Except as otherwise expressly provided herein, this Agreement shall bind and inure to the benefit of the
Company and it successors and assigns and the Grantee and Grantee’s heirs, personal representatives and permitted assigns. Grantee
may not assign or transfer this Agreement, or any of Grantee’s rights hereunder, and any such attempted delegation or disposition
shall be null and void and without effect. The Company may assign any of its rights and obligations under this Agreement.
(d)
Notices. All notices and other communications required or permitted hereunder shall be in writing and shall be mailed by registered
or certified mail, postage prepaid, sent by facsimile or electronic mail or otherwise delivered by Federal Express, by hand or by messenger
addressed: (a) if to the Grantee, at the Grantee’s address, facsimile number or electronic mail address as shown in the Company’s
records, as may be updated in accordance with the provisions hereof; or (b) if to the Company, one copy should be sent to the Company’s
then-principal office, Attn: Chief Executive Officer, or at such other address as the Company shall have furnished to the Grantee. Each
such notice or other communication shall for all purposes of this Agreement be treated as effective or having been given when delivered
if delivered personally, or, if sent by mail, at the earlier of its receipt or five days after the same has been deposited in a regularly
maintained receptacle for the deposit of the United States mail, addressed and mailed as aforesaid or if sent by Federal Express, on
the first business day following the date of dispatch or, if sent by facsimile, upon confirmation of facsimile transfer or, if sent by
electronic mail, upon confirmation of delivery when directed to the electronic mail address as shown in the Company’s records.
(e)
Imposition of Other Requirements. The Company reserves the right to impose other requirements on Grantee’s participation
in the Plan and on any award under the Plan or Shares acquired under the Plan, to the extent the Company determines it is necessary or
advisable in order to comply with applicable law or facilitate the administration of the Plan. Grantee agrees to sign any additional
agreements or undertakings that may be necessary to accomplish the foregoing. Furthermore, Grantee acknowledges that the laws of the
country in which Grantee is working at the time of grant of this Agreement, the purchase, vesting or sale of Shares received pursuant
to this Agreement (including any rules or regulations governing securities, foreign exchange, tax, labor, or other matters) may subject
Grantee to additional procedural or regulatory requirements that Grantee is and will be solely responsible for and must fulfill.
(f)
Severability. In the event that any provision of this Agreement or the Option Agreement is invalidated or not enforced under applicable
law, this shall not affect the validity or enforceability of the remaining provisions of this Agreement, the Plan or the Option Agreement.
To the extent that this Agreement or the Option Agreement is unenforceable because it is deemed overbroad, the provision shall be applied
and enforced in a more limited manner to the fullest extent permissible under the applicable law. You further understand and agree that,
in the event this Agreement or the Option Agreement is declared invalid, void, overbroad, or unenforceable, in whole or in part, for
any reason, you shall remain bound by any non-competition, confidentiality, non-solicitation, and/or non-disclosure agreement previously
entered between you, ,the Company and/or any member of the Company.
-5-
(g)
Governing Law; Consent to Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the laws of the
State of Delaware, without giving effect to principles of conflicts of law. For purposes of litigating any dispute that may arise directly
or indirectly from this Agreement, the parties hereby irrevocably submit and consent to the exclusive jurisdiction of the federal or
state courts located in the State of New York, County of New York (collectively, the “Chosen Courts”) for any litigation
arising out of or relating to this Agreement, or the negotiation, validity or performance of this Agreement, or the transactions contemplated
hereby (and agrees not to commence any litigation relating thereto except in such courts), waives any objection to the laying of venue
of any such litigation in the Chosen Courts and agrees not to plead or claim in any Chosen Court that such litigation brought therein
has been brought in any inconvenient forum. Each of the parties hereto agrees that service of process may also be made on such party
by prepaid certified mail with a proof of mailing receipt validated by the United States Postal Service constituting evidence of valid
service. Service made pursuant to the immediately preceding sentence shall have the same legal force and effect as if served upon such
party personally within the State of New York.
(h)
Waiver of Jury Trial. EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT THAT SUCH PARTY
MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION OR OTHER LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN
CONNECTION WITH THIS AGREEMENT OR THE OPTION AGREEMENT, ANY OTHER ON-BOARDING DOCUMENTS, OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY.
EACH PARTY HERETO (1) CERTIFIES THAT NO REPRESENTATIVE OR AGENT OF ANY OTHER PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT
SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, AND (2) ACKNOWLEDGES THAT SUCH PARTY HAS
BEEN INDUCED TO ENTER INTO THIS AGREEMENT, THE OPTION AGREEMENT OR OTHER ON-BOARDING DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS
AND CERTIFICATIONS CONTAINED IN THIS SECTION 5(h).
(i)
Signature. By signing this Agreement, Grantee: (a) acknowledges receipt of, and represents that the Grantee has read and is familiar
with the Notice of Stock Option Grant, Option, this Agreement, the Plan and the certificate of Incorporation of the Company, (b) accepts
the Option subject to all of the terms and conditions of the Notice of Stock Option Grant, Option Agreement, this Agreement and the Plan,
and (c) agrees to accept as binding, conclusive and final all decisions or interpretations of the Board upon any questions arising under
the Notice of Stock Option Grant, Option Agreement, this Agreement or the Plan.
(j)
Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall
be deemed an original, and all of which together shall constitute one and the same agreement.
(k)
Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to this Agreement or any
notices required by applicable law or the Company’s Certificate of Incorporation or Bylaws by email or any other electronic means.
Grantee hereby consents to (i) conduct business electronically (ii) receive such documents and notices by such electronic delivery and
(iii) sign documents electronically and agrees to participate through an on-line or electronic system established and maintained by the
Company or a third party designated by the Company.
[Signature
Page Follows]
-6-
The
parties have executed this Exercise Agreement as of the date first set forth above.
the
company:
Milestone Scientific Inc.
By:
Name:
Title:
GRANTEE:
Name)
(Signature)
Address:
Email:
I,
____________________, spouse of ____________________ (“Grantee”), have read and hereby approve the foregoing Agreement.
In consideration of the Company’s granting my spouse the right to purchase the Shares as set forth in the Agreement, I hereby agree
to be bound irrevocably by the Agreement and further agree that any community property or other such interest that I may have in the
Shares shall hereby be similarly bound by the Agreement. I hereby appoint my spouse as my attorney-in-fact with respect to any amendment
or exercise or waiver of any rights under the Agreement.
Spouse
of Grantee (if applicable)
EX-10.3
EX-10.3
Filename: ex10-3.htm · Sequence: 4
Exhibit
10.3
MILESTONE
SCIENTIFIC INC.
2026
PERFORMANCE INCENTIVE SUB-PLAN
to
the
2020
EQUITY INCENTIVE PLAN
1. Purpose
of Sub-Plan. The Board of Directors of Milestone Scientific Inc. (the “Company”) established the Amended
and Restated 2020 Equity Incentive Plan (the “2020 Plan”). The terms of this Sub-Plan, as amended from time to time,
shall, subject to the provisions hereof, constitute a Sub-Plan of the 2020 Plan (this “Sub-Plan”). Through the 2020
Plan, the Company established a framework to aid the Company in attracting, retaining, motivating and rewarding employees and Non-Employee
Directors of, and consultants to, the Company or its Subsidiaries or affiliates, to provide for equitable and competitive compensation
opportunities, to recognize individual contributions and reward achievement of Company goals, and promote the creation of long-term value
for stockholders by closely aligning the interests of Participants with those of stockholders.
The
2020 Plan authorized the Committee to grant shares of Common Stock as a bonus, or to grant shares of Common Stock or other awards in
lieu of obligations to pay cash, and to grant such other awards that may be denominated or payable in, valued in whole or in part by
reference to, or otherwise based on, or related to, shares of Common Stock, as deemed by the Committee to be consistent with the purposes
of the Plan.
The
purpose of this Sub-Plan is to provide a framework for the grant of similar awards under the 2020 Plan, to promote the long-term growth
and profitability of the Company and its Subsidiaries by providing certain officers, employees and executive directors of the Company
and its Subsidiaries with long-term incentives to maximize stockholder value and otherwise contribute to the success of the Company,
through a fixed pool of performance-based restricted stock units allocated to certain performance milestones, and to cause all awards
under this Sub-Plan (each, an “Award” and collectively, “Awards”) to be exempt from or comply with
Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and to comply with certain other provisions
and exemptions under U.S. law. This Sub-Plan supplements, and shall be read in conjunction with the 2020 Plan, and is subject to the
terms and conditions of the 2020 Plan; provided, that to the extent that the terms and conditions of the 2020 Plan differ from or conflict
with, the terms or conditions of this Sub-Plan, the terms and conditions of this Sub-Plan shall prevail.
2. Definitions.
For the purposes of this Sub-Plan, the definitions set out in the 2020 Plan shall apply to this Sub-Plan as such definitions apply to
the 2020 Plan and in addition the terms set forth on Appendix A shall have the meanings ascribed thereto (unless the context requires
otherwise).
3. Administration.
(a) Committee.
This Sub-Plan shall be administered by the Committee, if any; provided that the Board may, in its discretion, at any time and from time
to time, resolve to administer this Sub-Plan, in which case the term “Committee” shall be deemed to mean the Board
for all purposes herein. Subject to the provisions of this Sub-Plan, the Committee shall be authorized to (i) select persons to participate
in this Sub-Plan, (ii) determine the substance of grants made under this Sub-Plan to each Participant, and the conditions and restrictions,
if any, subject to which such grants will be made, (iii) certify that the conditions and restrictions applicable to any grant have been
met, (iv) subject to the terms of Section 22, modify the terms of grants made under this Sub-Plan, (v) interpret this Sub-Plan and grants
made thereunder, (vi) make any adjustments necessary or desirable in connection with grants made under this Sub-Plan to eligible Participants
and (vii) adopt, amend, or rescind such rules and regulations, and make such other determinations, including with respect to competitive
activities, competition and other events giving rise to forfeiture, for carrying out this Sub-Plan as it may deem appropriate. Decisions
of the Committee on all matters relating to this Sub-Plan shall be in the Committee’s sole discretion and shall be conclusive and
binding on all parties. The validity, construction, and effect of this Sub-Plan and any rules and regulations relating to this Sub-Plan
shall be determined in accordance with applicable federal and state laws and rules and regulations promulgated pursuant thereto and the
rules and regulations of the Trading Market.
(b) Expenses.
The expenses of this Sub-Plan shall be borne by the Company. This Sub-Plan shall not be required to establish any special or separate
fund or make any other segregation of assets to assume the payment of any award under this Sub-Plan, and rights to the payment of such
Awards shall be no greater than the rights of the Company’s general creditors.
(c) Discretion.
Without limiting the generality of the other provisions of this Sub-Plan, the Committee may, at any time or from time to time, and on
such terms and conditions (that are consistent with and not in contravention of the other provisions of this Sub-Plan) as the Committee
may, in its sole discretion, determine, enter into agreements (or take other actions with respect to Awards) for new Awards containing
terms (including performance measures) more (or less) favorable than outstanding similar Awards.
4. Eligibility. The Chief Executive Officer, the President, Chief Financial Officer, each executive officer and such other senior officers of the Company and directors of the Company as the Committee may designate (the executive officers, designated senior officers, and directors, if any, together the “Eligible Persons”) will be eligible to participate in this Sub-Plan, but no individual will have a right to participate. Awards may be granted to such Eligible Persons of the Company and its Subsidiaries as determined in the sole discretion of the Committee. Designation as an Eligible Person does not guarantee receipt of an Award, and the Committee may limit participation to selected roles based on governance or compensation objectives.
5. Shares
Reserved for Issuance; RSUs.
(a) Shares
Authorized.
(1) Subject
to stockholder approval in accordance with the requirements of the rules of the Trading Market or as required by the Code or other applicable
law, the total aggregate number of shares of Common Stock (the “Shares”) that may be issued or transferred under this
Sub-Plan in settlement of Awards is 17,234,635, subject to adjustment as described below, which number of Shares may be amended by the
Committee prior to the time, and if, this Sub-Plan is submitted to the Company’s stockholders for approval (such number, as adjusted
and/or amended, the “Aggregate Pool”). The Shares may be authorized but unissued shares of Common Stock or re-acquired
shares of Common Stock, including shares purchased by the Company on the open market for purposes of this Sub-Plan. For administrative
purposes, when the Committee makes a grant of an Award payable in Common Stock, the Committee shall reserve shares of Common Stock equal
to the maximum number of Shares that may be payable under the Award. If any PRSUs are forfeited or terminated, or otherwise is not paid
in full, the shares subject to such PRSUs which have not been issued shall again be available for purposes of this Sub-Plan; provided,
that the shares subject to such Award shall not be re-allocated or granted to an existing Participant, but may be granted to a new Participant
under this Sub-Plan. Shares of Common Stock withheld for purposes of satisfying the Company’s applicable tax withholding obligations
with respect to an Award granted under this Sub-Plan, if any, shall not be available for re-issuance or transfer under this Sub-Plan.
To the extent that any RSUs are settled in cash and not Shares, such grants of RSUs shall not count against the share limits set forth
above. If any PRSUs are forfeited or terminated, or otherwise is not paid in full, or for other Shares not subjected to an Award, the
shares subject to such forfeited or terminated PRSUs or not underlying a PRSU may be recaptured by the 2020 Plan for disposition thereunder
in the Committee’s discretion.
(2)
Notwithstanding anything to the contrary in Section 5(a)(1) above, the Committee may in its discretion utilize shares of Common Stock
duly authorized for issuance under the terms of the Company’s 2020 Plan, or a successor or replacement equity plan to the 2020
Plan (a “Successor Equity Plan”), for grants of Awards in satisfaction of any portion or all of the Awards granted
under the terms of this Sub-Plan. In this case, (i) such Awards shall be subject to the terms of the 2020 Plan or Successor Equity Plan,
as well as the terms of this Sub-Plan; and (ii) the terms of the 2020 Plan or Successor Equity Plan regarding number of shares, share
counting, and fungible share pool set forth in Section 5 of the 2020 Plan or similar provisions of a Successor Equity Plan shall govern
in lieu of Section 5(a)(1) of this Sub-Plan.
(b) Adjustments.
In the case that shares of Common Stock are authorized exclusively for use under the terms of this Sub-Plan, if there is any change in
the number or kind of shares of Common Stock outstanding (i) by reason of a stock dividend, spinoff, recapitalization, stock split, or
combination or exchange of shares, (ii) by reason of a merger, reorganization or consolidation, (iii) by reason of a reclassification
or change in par value, or (iv) by reason of any other extraordinary or unusual event affecting the outstanding Common Stock as a class
without the Company’s receipt of consideration, or if the value of outstanding shares of Common Stock is substantially reduced
as a result of a spinoff or the Company’s payment of an extraordinary dividend or distribution, the maximum number of shares of
Common Stock available for issuance under this Sub-Plan, the maximum number of shares of Common Stock for which any individual may receive
pursuant to Awards in any year, the number of shares covered by outstanding Award grants, the kind of shares to be issued or transferred
under this Sub-Plan, and any applicable performance goals tied to the number of outstanding shares shall be equitably adjusted by the
Committee, in such manner as the Committee deems appropriate, to reflect any increase or decrease in the number of, or change in the
kind or value of, issued shares of Common Stock to preclude, to the extent practicable, the enlargement or dilution of rights and benefits
under this Sub-Plan; provided, however, that any fractional shares resulting from such adjustment shall be eliminated. Any adjustments
to outstanding Awards shall be consistent with Section 409A of the Code, to the extent applicable. Any adjustments determined by the
Committee shall be final, binding and conclusive. If shares of Common Stock authorized under the terms of the 2020 Plan or a Successor
Equity Plan are used for issuance of PRSU grants under the terms of this Sub-Plan, in accordance with Section 5(a)(2) above, Section
5 of the 2020 Plan, or similar provision of a Successor Equity Plan, shall govern the adjustment of shares in respect of outstanding
Awards, in lieu of this Section 5(b). No adjustment shall be made that would increase the intrinsic value of any Award other than adjustments
expressly permitted under the 2020 Plan and applicable law; provided, that no adjustment shall cause any Award to fail to be exempt from
or comply with Section 409A of the Code.
6. Grants of Awards; Creation of Bonus Pools.
(a) Selection
by the Committee of Participants. The Committee may select those Eligible Persons who will receive Awards from time to time during
the first three (3) years of the Performance Period, subject to defeasance of any part of an Award the Performance Milestone of which
is achieved within twelve (12) months after such grant. Following such selection by the Committee, the selected Eligible Persons will
be notified in writing that such person is a participant in this Sub-Plan (each such notified person, a “Participant”)
and such Participant’s percentage participation in each sub-pool created with respect to a Performance Milestone pursuant to Section
6(d) (each, a “Sub-Pool”), for a total of five (5) Participation Percentages, each for a separate Sub-Pool.
(b) Form
of Awards. Each Award under this Sub-Plan shall be in the form of a performance-based restricted stock unit (each a “PRSU”
or “Unit”). The PRSUs shall be issued in series, with each series corresponding to, and entitled to participation
in only, a designated Performance Milestone. Each Participant in a particular Sub-Pool will be eligible to receive such Participant’s
Participation Percentage of that Sub-Pool amount, subject to a Participant’s forfeiture of his or her participation right pursuant
to Section 8.
(c) Performance
Period. Awards will be measured based on a performance period of four (4) years, commencing on January 1, 2026, and ending on December
31, 2029 (the “Performance Period”).
(d) Allocation
to Performance Milestones; Creation of Sub-Pools. If the applicable performance conditions set forth below are satisfied with respect
to any of the following performance milestones (each, a “Performance Milestone” and collectively, the “Performance
Milestones”), the portion of the Aggregate Pool set forth below shall be allocated for bookkeeping purposes into, and there
shall be created for bookkeeping purposes, a Sub-Pool with respect to such Performance Milestone, as follows:
Performance Milestone
Sub-Pool
(percentage of Aggregate Pool)
LTM Net Sales greater than $11.0 million
20%
LTM Net Sales greater than $13.0 million
20%
LTM Net Sales greater than $15.0 million
30%
Market Capitalization of $50 million
15%
Qualified Acquisition consummated
15%
Each
of the above Performance Milestones having as its trigger an amount of LTM Net Sales is referred to as a “Sales Milestone”.
The
following terms shall have the meanings specified:
“LTM
Net Sales” means, without duplication, with respect to a rolling twelve calendar month period immediately preceding the date
of determination, (a) the aggregate gross amount invoiced by or on behalf of the Company and its Subsidiaries for products sold globally
in bona fide, arm’s length transactions with respect to its business lines existing on the date hereof, less (b) (i) deductions
for trade, (ii) discounts, rebates, chargebacks and credits, (iii) allowances, (iv) taxes, (v) duties, (vi) governmental tariffs, (vii)
freight, shipping and freight insurance costs and charges, (viii) returns and (ix) recalls. In the event that the Company shall transfer
products to an Affiliate of the Company and such company retransfers the products to a third party within one year of its receipt, then
the price charged by the Affiliate to third parties shall be included in the Company’s gross sales, and the price charged to such
Affiliate shall not be included within gross sales. If such Affiliate does not retransfer the products within one year, then the higher
of (i) the price charged by the Company to such Affiliate or (ii) the average price charged by the Company to third party customers during
such year or, in the absence of sales to third party customers, the fair market price for the products, shall be included in the Company’s
gross sales, for purposes of calculating LTM Net Sales of the Company hereunder.
“Market
Capitalization” means the total dollar value of the Company’s outstanding shares of Common Stock on the relevant date,
calculated by multiplying the VWACP on the Trading Market for twenty (20) out of thirty (30) consecutive trading days by the total number
of outstanding shares of Common Stock then outstanding. If the Common Stock is not listed or quoted on a Trading Market or VWAP is unavailable,
Market Capitalization shall be determined using the average bid-ask midpoint (or, if unavailable, composite dealer quotations) for twenty
(20) out of thirty (30) consecutive trading days.
“Qualified
Acquisition” means an acquisition of a company or business, by merger, acquisition of assets or equity, or otherwise, having
more than $10 million of revenue, determined in accordance with generally accepted accounting principles consistently applied, in respect
of the four consecutive quarters immediately preceding the closing of such acquisition, as reflected in financial statements of such
company or business audited by an independent auditing firm reasonably acceptable to the Company.
(e) Funding
of Sub-Pools. Each Sub-Pool with respect to which the Performance Milestone has been met and certified as herein provided shall be
funded by the contribution by the Company of that number of Shares equal to the required funding amounts of the Aggregate Pool as set
forth in Section 6(d). In the event (x) stockholders of the Company have not approved the shares of Common Stock reserved for issuance
under the terms of the 2020 Plan prior to the date on which the funding for a Sub-Pool is triggered, or have not approved a sufficient
number of shares of Common Stock to fund such Sub-Pool, (y) the Committee has determined it will not fund the Sub-Pool with shares of
Common Stock authorized under the 2020 Plan or Successor Equity Plan (as such terms are defined herein) as set forth in Section 5(a)(2),
or (z) the Committee has otherwise determined that it is desirable to do so, the Sub-Pool, as applicable, will not be funded in any respect;
provided, that if a Sales Milestone shall not be funded due to a lack of available shares as contemplated in this Section 6(e) and a
Sub-Pool for a subsequent Sales Milestone shall be funded, the Company shall use its reasonable commercial efforts to fund the Sub-Pool
with respect to any previous Sales Milestones not so funded.
(f) Individual
Limit. No one Participant shall, in the aggregate under this Sub-Plan, be granted or allocated more than thirty percent (30%) of
the PRSUs allocated to any Sub-Pool or under this Sub-Plan.
7. Award
Terms and Conditions.
(a) Form
of Payment. All Awards will be in the form of a stock-settled PRSU, as described in Section 6(b), except as set forth below, and
subject to the terms and conditions of an award agreement (consistent with the provisions of this Sub-Plan and, if applicable, the 2020
Plan) provided to the Participant at the time the Award is granted. As set forth below and as shall be memorialized in the award agreement,
portions of the PRSUs may be subject to forfeiture. Each PRSU shall be equivalent to one share of Common Stock and shall entitle the
Participant to receive from the Company at the settlement thereof applicable to such PRSU one share of Common Stock. PRSUs may be granted
without payment of cash or consideration to the Company; provided that Participants shall be required to pay to the Company the aggregate
par value of the shares received from the Company within ten days of the issuance of such shares unless such shares are treasury shares.
(b) Conditions
to Payment of Awards. Prior to the payment of any Award, the Committee will determine whether the Performance Milestone with respect
to the applicable Sub-Pool has been met, and if met the Committee will certify in writing prior to payment pursuant to the compensation
committee certification requirement in Treas. Reg. § 1.162-27(e)(5) that the Performance Milestone goals and any other material
terms were in fact satisfied, therefore triggering the vesting of the applicable Sub-Pool. For the avoidance of doubt, no PRSU shall
vest unless and until the Committee has certified in writing that the applicable Performance Milestone has been achieved. Vesting occurs
only upon such written certification. In addition, no Award will be payable pursuant to this Sub-Plan in the form of stock-settled PRSUs
until stockholder approval of this Sub-Plan has been obtained, unless the Committee has, in its discretion, determined to utilize shares
of Common Stock authorized under the 2020 Plan or a Successor Equity Plan in accordance with Section 5(a)(2). Notwithstanding the foregoing,
any portion or all of the Awards may be payable in cash at the discretion of the Committee (whether or not stockholder approval is obtained
or whether shares of the 2020 Plan or a Successor Equity Plan are utilized). Awards are subject to forfeiture as provided below.
(c) Vesting;
Settlement.
(1) Awards
with respect to a Performance Milestone shall vest upon achievement of such Performance Milestone, subject to Certification, satisfaction
of the service requirement set forth in Section 8 and the other requirements set forth in this Sub-Plan, except that any part of an Award
the Performance Milestone of which (other than with respect to a Qualified Acquisition) is achieved within twelve (12) months after such
grant to a Participant shall be treated 292 as if such Performance Milestone was not so achieved for such Participant.
(2) Following
the Committee’s written certification of a Performance Milestone (“Certification”) and the corresponding vesting
of the related PRSUs, the Company shall settle such vested PRSUs by the later of (i) March 15th of the year following the year in which
such PRSUs vest or (ii) 2½ months after the end of the Company’s taxable year in which such PRSUs vest, in compliance with
the short-term deferral exception rules of Section 409A of the Code, the Participant shall be issued that number of Shares equal to the
number of PRSUs which then vested, subject to Section 10, satisfaction of the service requirement set forth in Section 11, Section 15,
including the Participant making arrangements satisfactory to the Company for the payment of any Federal, state, or local income and
employment taxes in connection with the PRSU’s settlement, and Section 20.
(d) Reallocation.
Notwithstanding anything contained in this Sub-Plan to the contrary, PRSUs allocated to a particular Performance Milestone may be reallocated
away from a Participant, except that no reallocations shall occur within twelve (12) months prior to a Change in Control of the Company
or the achievement of such Performance Milestone. Factors affecting whether and the extent to which Awards or Participation Percentages
of one or more Sub-Pools will be reallocated will include the contribution of the Participant to the applicable Performance Milestone,
including with respect to the Qualified Acquisition or the businesses or customers generating the sales or revenues, as shall be determined
by the Committee. in its sole discretion. Reallocations shall be made based on relative contribution to the applicable performance criteria,
as determined by the Committee. No Participant shall be entitled to any increase in the amount of PRSUs (or Participation Percentage)
in respect of any reduction or other reallocation of PRSUs away from another Participant.
(e) Release.
Notwithstanding anything to the contrary in this Sub-Plan, payment in respect of any Award shall be made within sixty (60) days following
Participant’s Termination of Service, provided that: (i) Participant executes and delivers to the Company a release in favor of
the Company and its Subsidiaries and their respective directors, officers, employees and agents within the time period prescribed by
the Company (which shall not exceed forty-five (45) days following Termination of Service), and such release becomes effective, enforceable
and irrevocable in accordance with its terms; (ii) Participant has complied with the Company Agreements; and (iii) if the sixty (60)
day period following Termination of Service spans two taxable years, subject to Section 7 payment shall be made in the second taxable
year. If Participant fails to execute the release within the prescribed period or the release does not become effective and irrevocable
as provided above, Participant shall forfeit all rights to the Award.
(f) Deferment.
A Participant may elect to defer settlement of PRSUs only to the extent permitted under a Company-sponsored deferred compensation plan
that complies with Section 409A. Any such election must be made in accordance with such plan and applicable law.
8. Termination of Services.
(a)
Service. All vesting shall be subject to, and conditioned on, Participant being (i) if an employee, employed by the Company or
any of its Subsidiaries and designated as an employee of the Company or such Subsidiary on its payroll records on the applicable vesting
date and Participant having remained continuously so employed since the date of grant of the Award, or (ii) if a Non-Employee Director,
serving as a member of the Board or as a member of a board of directors of a Subsidiary on such vesting date (each a “Service
Provider” and the termination of which being a “Termination of Service” and the date thereof, the “Termination
Date”).
(b) Continued
Employment. Except as otherwise provided herein, Participant shall be employed by the Company or any of its Subsidiaries for any
period of time during which Participant is an employee of the Company or any of its Subsidiaries, as determined by the Company in accordance
with its applicable practices, policies and records; provided, that, during such period Participant is (i) in active employment status
with the Company or any of its Subsidiaries, (ii) on a Company-approved leave of absence for up to six months (or greater than six months
if the Participant has a right to reemployment under a statute or contract), or (iii) on leave due to Disability for up to the applicable
period Participant’s job is protected by statute or as approved by the Company. For the avoidance of doubt, Participant shall not
be considered to be employed (x) for any period during which the Participant is not considered to be an employee pursuant to the Company’s
practices, policies and records, (y) during any notice period or salary continuation period required by local law or contract (such as
a “garden leave” or similar period) or any severance period (if the Participant is covered by a severance agreement or arrangement)
or (z) for any period of leave in excess of the periods set forth in clauses (ii) and (iii) above, as applicable. For purposes of Awards,
no such leave may exceed 90 days, unless reemployment upon expiration of such leave is guaranteed by statute or contract. If reemployment
upon expiration of a leave of absence approved by the Company is not so guaranteed, then a Termination of Service of such Participant
shall be deemed to have occurred. Service as a Director, whether or not the Participant receives payment of a director’s fee by
the Company, shall be sufficient to constitute “employment” by the Company for purposes of this Sub-Plan.
(c) Service
Requirement. If a Participant’s service with the Company terminates for any reason prior to the achievement of the applicable
Sub-Pool’s Performance Milestone, the right to any portion of the Award that has not vested prior to the Participant’s Termination
Date shall be forfeited in full and cancelled without consideration as of the Termination Date; provided, that notwithstanding the foregoing,
if a Performance Milestone is achieved while the Participant is a Service Provider and thereafter the Participant experiences a Termination
of Service for any reason (but subject nevertheless to Section 8(d)), any PRSUs relating to Performance Milestones achieved prior to
the Termination Date the achievement of which is thereafter certified by the Committee, such Participant shall not be deemed to have
experienced a Termination of Service solely for purposes of determining entitlement to such Award notwithstanding the Participant’s
Termination of Service prior to Certification, subject to Section 7. Unless otherwise provided in the applicable PRSU award agreement,
any portion of the PRSU that has not vested prior to the date of a Participant’s Termination of Service with the Company for any
reason shall be forfeited as of the Participant’s Termination Date, and neither Participant nor any of his or her successors, heirs,
assigns, or personal representatives will thereafter have any further rights or interests in such forfeited PRSUs.
(d) Discharge
for Cause. In the event Participant’s Termination of Service is (x) for Cause, or (y) as a result of a termination initiated
by the Participant under or in anticipation of circumstances that would constitute Cause, or (z) due to the Participant voluntarily departing
and, after such voluntary departure, the Participant at any time engages, directly or indirectly, in behavior that would constitute Cause
or the Participant breaches in any material respect any provision of this Sub-Plan or any Company Agreement, (i) all Awards granted to
such Participant (including any vested portion thereof) shall immediately terminate and be forfeited in its entirety upon first notification
to the Participant of such termination for Cause, whether or not then vested, and (ii) if the Participant vests in any of his or her
Award, within one year thereafter, the Participant may, in the discretion of the Committee, be required to re-deliver to the Company
the Shares delivered to the Participant (or if such shares have been sold, their aggregate selling price), without regard to any subsequent
increase or decrease in the Fair Market Value of the Common Stock (the “Underlying Share Value”). In addition, the
Company may, in its discretion, deduct from any payment of any kind (including salary or bonus) otherwise due to any such participant
an amount equal to the Underlying Share Value. If the Participant’s service is suspended pending an investigation of whether the
Participant’s Termination of Service will be terminated in accordance with clause (x), (y) or (z) above, all the Participant’s
rights under this Sub-Plan and the related Award shall be suspended during the suspension period.
9. Competition
with the Company. In order to protect the Company’s goodwill and investments in research and development and Customer and
business relationships and to prevent the disclosure of the Company’s confidential and trade secret information, thereby promoting
the long-term success of the Company’s business, the Participant agrees to the following:
(a) Restricted
Activities.
(1) During
the Participant’s employment, the Participant will not, without the prior written consent of the Company, directly or indirectly
engage in any activities (including preparations) which compete with, are intended to compete with, or which otherwise may adversely
affect or interfere with the Company’s business or advantage a Competitor whether immediately or in the future;
(2) During
the Participant’s employment and for any restricted period set forth in a Company Agreement to which the Participant is a party
(a “Restricted Period”), the Participant will not breach or violate any of the provisions of such Company Agreement;
and
(3) For
a period of twenty-four (24) months following the Participant’s Termination Date, the Participant will not, without the prior written
consent of the Company, directly or indirectly perform, or assist others to perform, work for a Competitor in a position in which the
Participant could disadvantage the Company or advantage the Competitor through (A) the Participant’s disclosure or use of the Company’s
confidential or trade secret information and/or (B) the Participant’s use of the Company’s Customer relationships and goodwill.
(b) Rescission
and Forfeiture. The Participant understands and agrees that if the Company determines the Participant has violated any of the provisions
of Section 9(a), including with respect to any Company Agreement, then, in addition to injunctive relief, damages, and all other equitable
and legal rights and remedies without the necessity of showing any actual damages or that money damages would not afford an adequate
remedy, and without the necessity of posting any bond or other security:
(1) All
Awards granted to such Participant (whether or not vested) automatically and without notice shall be terminated and forfeited for no
consideration on the earliest date on which the Participant is first in violation of Section 9(a) or any Company Agreement that the Participant
has with the Company; and
(2) upon
the Company’s demand, the Participant shall immediately deliver to the Company a number of shares of Common Stock equal to the
number of Shares with respect to which the Award was settled (for the avoidance of doubt, without reduction for any shares of Common
Stock that may have been withheld and/or sold to satisfy applicable withholding taxes) within the twelve (12) month period of time immediately
preceding the earliest date on which the Participant is first in violation of Section 9(a) or any Company Agreement. To the extent that
the Participant does not, as of the date of the Company’s demand for repayment, hold a number of shares of Common Stock sufficient
to satisfy the obligation set forth in the preceding sentence, the Participant shall pay the Company an amount in cash equal to (x) the
number of shares required to be delivered by the Participant pursuant to the preceding sentence, multiplied by (y) the Fair Market Value
per share of Common Stock as of the business day immediately preceding the date of the Company’s demand for repayment. The Participant
agrees to deliver and execute such documents (including, if applicable, share certificates) as the Company may deem necessary to effect
the repayment obligations referred to in this Section 9(b)(2).
(c) Non-Exclusive
Remedies. Participant understands and agree that the remedies set forth in Section 9(b) shall not be the Company’s exclusive
remedies in the event of a breach of the obligations set forth in Section 9(a) or other obligation in any applicable Company Agreement,
and that the Company reserves all other rights and remedies available to it at law or in equity.
(d) Severability
of Covenants. Participant acknowledges and agrees that as to such Participant the covenants set forth in this Section 9 are reasonable
and valid in geographical and temporal scope and in all other respects. If any court determines that any of such covenants, or any part
thereof, is invalid or unenforceable as to such Participant or to any other holder of shares of the Company, the remainder of such covenants
shall not thereby be affected and shall be given full effect as to Participant, without regard to the invalid portions.
(e) Blue-Penciling.
If any court determines that any of the covenant set forth in this Section 9, or any part thereof, is unenforceable as to a Participant
or to any other stockholder because of the duration or geographic scope of such provision, such court shall have the power to reduce
the duration or scope of such provision, as the case may be, as to such Participant and, in its reduced form, such provision shall then
be enforceable.
10. Delivery.
(a) Payment
to Specified Employees. Notwithstanding anything to the contrary in this Sub-Plan or in a Participant or Employer payment election,
this Sub-Plan may not make payment, based on Termination of Service to a Participant who, on the date of Termination of Service is a
Specified Employee, earlier than six (6) months following Termination of Service (or if earlier, upon the Specified Employee’s
death), except as permitted under this Section 10(a). This limitation applies regardless of the Participant’s status as a Specified
Employee or otherwise on any other date including the next Specified Employee effective date had the Participant continued to render
services through such date. The Company, operationally and without any direct or indirect Participant election, will elect whether any
payments that otherwise would be payable to the Specified Employee during the foregoing 6-month period: (i) will be accumulated and payment
delayed until the first day of the seventh month that is after the 6-month period; or (ii) will be delayed by six months as to each installment
otherwise payable during the 6-month period. This Section 10(a) does not apply to payments made on account of a domestic relations order,
payments made because of a conflict of interest, or payment of employment taxes, all as described in Treas. Reg. 1.409A-3(i)(2)(i). This
Section 10(a) also does not apply to any reimbursement or in-kind benefit which is severance or separation pay but which is not deferred
compensation.
(b) Installment
Payments.
(1) Settlement
of Awards shall be made in quarterly installments, commencing on the expiration of ninety (90) days or six (6) months (plus a day) after
Termination of Service, as applicable. The number of installments shall be equal to the quotient (rounded up to the nearest whole number)
of the total Fair Market Value of the shares to be delivered at the date of delivery, divided by the number 100,000. The first such installment
is to be made on (or as soon as practicable after) the first day payment is to be made hereunder. Installment payments made after the
first installment shall be made on or about the applicable quarterly anniversary of the first payment date until all required quarterly
installments have been paid.
(2) The
amount of each installment payment shall be determined by dividing the Fair Market Value of the shares to be delivered at the date of
delivery by the number of payments remaining to be paid. Any amounts shall continue to be credited or debited without interest. The final
installment payment shall be equal to the balance of the Fair Market Value of the shares to be delivered at the date of delivery. The
term “payment” shall be treated as a series of separate payments for purposes of Section 409A to the extent applicable.
11. Change in Control.
(a) Awards
Do Not Survive. Upon a Change in Control, all Awards theretofore granted shall be deemed cancelled and terminated, except that Awards
corresponding to Performance Milestones achieved and certified prior to the Change in Control shall vest and settle in accordance with
Section 7, and PRSUs allocated to the Market Capitalization Performance Milestone shall be treated in accordance with Section 11(b).
No vesting or right to any shares or compensation will arise from any achievement of any Performance Milestone occurring after a Change
in Control.
(b) Market
Capitalization Performance Milestone. If (i) there is a Change in Control during the Performance Period, and (ii) if the Market Capitalization
Performance Milestone is reached in connection with, or as a result of, such Performance Milestone, based on the imputed value of the
Company in such Change in Control transaction and without regard to the VWACP or trading day elements of the Market Capitalization definition,
then the Sub-Pool allocated to the Market Capitalization Performance Milestone shall be deemed to be achieved and such sub-Pool vested
and funded, and the PRSUs allocated to the Market Capitalization Performance Milestone shall be treated in accordance with the terms
of this Sub-Plan applicable as if the Market Capitalization Performance Milestone had been achieved as a result of reaching such Performance
Milestone at the end of the Performance Period; provided, however, that in the case of settlement of PRSUs allocated to the Market Capitalization
Performance Milestone, such vested PRSUs shall be exchanged immediately before the consummation of such Change in Control for the amount
and form of consideration distributed to stockholders, if any, in connection with such Change in Control event allocable to, and payable
to Participant in respect of, such Participant’s PRSUs allocated to the Market Capitalization Performance Milestone; provided,
however, that the amount so received in payment or paid shall be limited from time to time to such Participant’s share of the consideration
distributed to stockholders of the Company in connection with such Change in Control event allocable to, and payable to Participant in
respect of, such Performance Milestone, taking into account (and reduced by) any amounts escrowed or withheld, deferred and contingent
consideration, and indemnification payments and other set-offs applicable to the stockholders of the Company.
12. Compliance.
The obligation of the Company to sell or deliver Shares with respect to Awards granted under this 2020 Plan shall be subject to all applicable
laws, rules and regulations, including all applicable federal and state securities laws, and the obtaining of all such approvals by governmental
agencies as may be deemed necessary or appropriate by the Committee. Without limiting the foregoing:
(a) Insider
Trading Policy. No Awards shall be paid in shares of the Company during any blackout period or other period during which Participant
would not be able to purchase or sell shares of Common Stock of the Company in accordance with the Company’s Insider Trading Policy,
including at any time that the Participant shall be in possession of material, non-public information about the Company. In the event
that payment would ordinarily be made but for this Section 12(a), it shall be made as soon as practicable after such condition ceases.
(b) Provisions
Relating to Section 16 of the Exchange Act. With respect to a Participant who is then subject to the reporting requirements of Section
16(a) of the Exchange Act, the Committee shall implement transactions under this Sub-Plan and administer this Sub-Plan in a manner that
will ensure that each transaction by such a Participant is exempt from or otherwise not subject to liability under Rule 16b-3, except
that such a Participant may be permitted to engage in a non-exempt transaction under this Sub-Plan if written notice is given to the
Participant regarding the non-exempt nature of such transaction.
(c) Exchange.
The Company shall impose such restrictions on shares delivered to a Participant hereunder and any other interest constituting a security
as it may deem advisable in order to comply with the Securities Act, the requirements of the Trading Market, any applicable state securities
laws, any provision of the Company’s Certificate of Incorporation or Bylaws, or any other law, regulation, or binding contract
to which the Company is a party.
(d) Parachute
Payments. Unless otherwise specifically provided in the applicable award agreement, notwithstanding anything in this Sub-Plan to
the contrary, the aggregate amount payable to any Participant in respect of Awards shall be reduced by the amount, if any, the Committee
in its sole discretion determines is necessary so as to prevent the payments under this Sub-Plan, together with all other amounts paid
and/or payable to the Participant, in connection with an Award which is also a Change in Control event or otherwise, from constituting
“excess parachute payments” within the meaning of section 280G of the Code and the U.S. Treasury Income Tax Regulations promulgated
thereunder.
13. Restriction
of Transfer. Unless otherwise permitted by the Committee, no Award granted under the terms of this Sub-Plan shall be (i) sold,
transferred or otherwise disposed of, other than by will or the laws of descent and distribution or to a Participant’s Family Member
by gift or a qualified domestic relations order as defined by the Code, (ii) pledged or otherwise hypothecated, or (iii) subject to attachment,
execution or levy of any kind; and any purported transfer, pledge, hypothecation, attachment, execution or levy in violation of this
provision shall be null and void. All provisions of this Sub-Plan shall in any event continue to apply to any Award granted under this
Sub-Plan and transferred as permitted by this Section 13, and any transferee of any such award shall be bound by all provisions of this
Sub-Plan as and to the same extent as the applicable original Participant.
14. Other
Benefit Plans and Arrangements. No payments or entitlements under this Sub-Plan shall be taken into account in computing any
amount of salary or compensation for the purpose of determining any pension, retirement, death or other benefits under (i) any pension,
retirement, life insurance or other benefit plan of the Company or any of its direct or indirect Subsidiaries, or any of their respective
Affiliates, or (ii) any agreement between a Participant and the Company or any of its direct or indirect Subsidiaries, or any of their
respective Affiliates (except as may be expressly provided therein to the contrary), in each case unless required by applicable law.
15. Withholding
Taxes
(a) Company
Requirement. The Company may require, as a condition to the vesting or settlement of any Award or the delivery of certificates for
shares issued hereunder, that the Participant make adequate arrangements satisfactory to the Company for the payment to the Company,
of all Federal, state or local income tax, social insurance, payroll tax, payment on account or other tax-related items related to Participant’s
participation in this Sub-Plan and legally applicable to Participant of any kind required by law to be withheld with respect to any vesting,
settlement or delivery of shares in connection with any Award (“Tax-Related Items”).
(b) Method
of Payment. Prior to any relevant taxable or tax withholding event, as applicable, Participant will pay or make adequate arrangements
satisfactory to the Company to satisfy all Tax-Related Items. In this regard, Participant authorizes the Company and/or Participant’s
other employer (the “Employer”), or their respective agents, at their discretion, to satisfy the obligations with
regard to all Tax-Related Items by one or a combination of the following, in the sole and absolute discretion of the Company:
(1) provided
that at the time of payment the shares of Common Stock of the Company are publicly traded, pursuant to a program developed under Regulation
T as promulgated by the Federal Reserve Board that, prior to the delivery of such shares to Participant, results in either the receipt
of cash (or check) by the Company or the receipt of irrevocable instructions to pay an amount equal to the aggregate Tax-Related Items
to the Company from the sales proceeds; provided, that for such purposes, to better assure the Company and Participant that such sale
will yield to the Company an amount sufficient to satisfy the aggregate Tax-Related Items, the Company shall be entitled to deliver to
the broker Shares having a value required by the broker, which will have a value in excess of the aggregate Tax-Related Items, for sale
as provided herein (any excess to be delivered to Participant after payment in full of the aggregate Tax-Related Items). This manner
of payment is also known as a “broker-assisted exercise”, “same day sale”, or “sell to cover;”
(2) withholding
Shares from any vested Shares, provided that the Company only withholds a number of Shares with a Fair Market Value as of the valuation
date equal to or below the dollar amount of the Tax-Related Items, provided, however, that in order to avoid withholding any fractional
Shares, the Company may round up to the next nearest number of whole Shares, as long as the Company withholds no more than a single whole
Share in excess of the withholding obligation for Tax-Related Items;
(3) withholding
from Participant’s wages or other cash compensation paid to Participant by the Company and/or the Employer; and/or
(4) withholding
from proceeds of the sale of Shares either through a voluntary sale or through a mandatory sale arranged by the Company (on Participant’s
behalf pursuant to this authorization);
it
being understood that (A) the Company will favor receiving from Participants, and may not agree to accept any method does not provide
it with, sufficient cash to pay all applicable taxes, and any and all other amounts required to be withheld under Federal, state, or
local law and other applicable guidance, and (B) the Company does not have to be consistent or treat equally or the same any one or more
Participants, with respect to arrangements for the payment of such Tax-Related Items, and shall be entitled to treat different Participants
differently and the same Participant differently with respect to any deferred compensation.
The
Company or the Employer will remit the total amount withheld for Tax-Related Items to the appropriate tax authorities.
If
the obligation for Tax-Related Items is satisfied by a Regulation T “broker-assisted sale” or by withholding vested shares,
for tax purposes, Participant is deemed to have been issued the full number of vested shares, notwithstanding that a number of the shares
are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of Participant’s participation
in this Sub-Plan or an Award.
Finally,
Participant shall pay to the Company or the Employer in cash any amount of Tax-Related Items that the Company or the Employer may be
required to withhold as a result of Participant’s participation in this Sub-Plan or with respect to the shares that cannot be satisfied,
or which the Company determines should not be satisfied, by one or more of the means acceptable to the Company in its sole and absolute
discretion previously described.
The
Company may refuse to deliver shares or proceeds from the sale of shares if Participant fails to comply with his or her obligations in
connection with the Tax-Related Items.
16. Tax
Consequences. PARTICIPANT UNDERSTANDS THAT PARTICIPANT MAY SUFFER ADVERSE TAX CONSEQUENCES AS A RESULT OF THE GRANT, VESTING
OR SETTLEMENT OF THE AWARD OR DELIVERY OR DISPOSITION OF THE SHARES. PARTICIPANT REPRESENTS THAT (a) PARTICIPANT HAS CONSULTED WITH ANY
TAX ADVISER THAT PARTICIPANT DEEMS ADVISABLE IN CONNECTION WITH THE GRANT, VESTING, DELIVERY OR SETTLEMENT OF THE AWARD OR DISPOSITION
OF THE SHARES, (b) THE COMPANY IS NOT PROVIDING ANY TAX, LEGAL OR FINANCIAL ADVICE, NOR IS THE COMPANY MAKING ANY RECOMMENDATIONS REGARDING
PARTICIPANT’S PARTICIPATION IN THIS SUB-PLAN, OR PARTICIPANT’S ACQUISITION OR SALE OF THE SHARES, AND (c) PARTICIPANT IS
NOT RELYING ON THE COMPANY FOR ANY TAX ADVICE. If Participant is or becomes a U.S. taxpayer or employment (or services) is provided in
the United States: Participant hereby acknowledges that Participant has been informed that, with respect to unvested Awards, there will
be a recognition of taxable income to Participant, measured by the excess, if any, of the Fair Market Value of the unvested shares, at
the time they are delivered, over the purchase price for such shares (if any).
17. Rights
as a Stockholder. Except as otherwise provided by the Committee, no Participant shall have any rights as a stockholder of
the Company in respect of any Award prior to its vesting; provided that the Participant shall have the right to receive accumulated
dividends on terms and conditions specified by the Committee or distributions with respect to the corresponding number of Shares
underlying each PRSU at the settlement thereof, unless such PRSU is converted into deferred stock units in accordance with an
election made in accordance with Section 7(f), in which case such accumulated dividends or distributions shall be paid by the
Company to the Participant at such time as the deferred stock units are converted into shares.
18. Clawback.
(a) Compensation
Recoupment Policy. In the event that any of the Awards are at any time affected by an Accounting Restatement and the Company has
a clawback or compensation recoupment policy, whether or not adopted in compliance with SEC Rule 10D-1, as amended, and whether on a
stand-alone basis or combined with other policies, each Participant hereby acknowledges and agrees that Participant and the Award, including
any shares that may be delivered to the Participant pursuant to an Award, will be subject to such clawback or compensation recoupment
policy. The terms and conditions of any such compensation recoupment policy will be deemed incorporated by reference into this Sub-Plan.
For purposes hereof, “Accounting Restatement” means the accounting restatement of any of the Company’s financial
statements filed with the Securities and Exchange Commission under the Exchange Act or the Securities Act, due to the Company’s
material noncompliance with any financial reporting requirement under the securities laws, including any required accounting restatement
to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that
would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period.
(b) Participant
Contribution to Restatement. Without limiting Section 18(a), if the Company and its Subsidiaries terminate the Participant’s
service relationship due to the Participant’s gross negligence or willful misconduct (whether or not such actions also constitute
Cause hereunder) which conduct, directly or indirectly, results in the Company preparing an Accounting Restatement, any Award granted
or PRSUs allocated hereunder, whether or not vested (and any gains thereon), shall be subject to forfeiture, recovery and “clawback.”
In addition, the Participant acknowledges and agrees that any Award granted or PRSUs allocated hereunder (whether or not vested) may
be subject to forfeiture, recovery and “clawback” to the extent required pursuant to the terms and conditions of any Company
Agreement.
19. Listing,
Registration and Qualification. If the Committee determines that the listing, registration or qualification upon any Trading
Market or under any law of Shares subject to any Award is necessary or desirable as a condition of, or in connection with, the granting
of same or the issue or purchase of Shares thereunder, no such Award may be paid out, and no Shares may be issued, unless such listing,
registration or qualification is effected free of any conditions not acceptable to the Committee.
20. Tax
Provisions.
(a) Section
409A Compliance. All Awards and PRSUs granted under this Sub-Plan are intended either not to be subject to Section 409A of the Code
under the short-term deferral exemption regulations or, if subject to Section 409A of the Code, to be administered, operated and construed
in compliance with Section 409A of the Code. Notwithstanding this or any other provision of this Sub-Plan or any PRSU award agreement
to the contrary, the Committee may amend this Sub-Plan or any award agreement granted hereunder in any manner or take any other action
that it determines, in its sole discretion, is necessary, appropriate or advisable (including replacing any Award or PRSU) to cause this
Sub-Plan or any Award granted hereunder to comply with Section 409A of the Code and all regulations and other guidance issued thereunder
or to not be subject to Section 409A of the Code. Notwithstanding anything to the contrary contained herein, the Company shall not be
responsible for, or required to reimburse or otherwise make any Participant whole for, any tax imposed on any Participant pursuant to
Section 409A of the Code in respect of any grant under this Sub-Plan. Notwithstanding other provisions of this Sub-Plan or any award
agreements hereunder, unless otherwise determined by the Committee in its sole and absolute discretion, no Award shall be granted, deferred,
accelerated, extended, paid out or modified under this Sub-Plan in a manner that would result in the imposition of an additional tax
under Section 409A of the Code upon a Participant. In the event that it is reasonably determined by the Committee that, as a result of
Section 409A of the Code, payments in respect of any Award under this Sub-Plan may not be made at the time contemplated by the terms
of this Sub-Plan or the relevant award agreement, as the case may be, without causing the Participant holding such Award to be subject
to taxation under Section 409A of the Code, including as a result of the fact that the Participant is a “specified employee”
under Section 409A of the Code, the Company will make such payment on the first day that would not result in the Participant incurring
any tax liability under Section 409A of the Code.
(b) Compliance
with Code Section 162(m). The terms of this Sub-Plan, including the definitions of Covered Employee and other terms used therein,
shall be interpreted in a manner consistent with Code Section 162(m) and regulations thereunder. The foregoing notwithstanding, because
the Committee cannot determine with certainty whether a given Participant will be a Covered Employee with respect to a fiscal year that
has not yet been completed, the term Covered Employee as used herein shall mean only a person designated by the Committee as likely to
be a Covered Employee with respect to a specified fiscal year. If any provision of this Sub-Plan or any Award document relating to a
performance award that is designated as intended to comply with Code Section 162(m) does not comply or is inconsistent with the requirements
of Code Section 162(m) or regulations thereunder, such provision shall be construed or deemed amended to the extent necessary to conform
to such requirements, and no provision shall be deemed to confer upon the Committee or any other person discretion to increase the amount
of compensation otherwise payable in connection with any such Award upon attainment of the applicable performance objectives.
21. Nonexclusivity
of this Sub-Plan. Neither the adoption of this Sub-Plan by the Board nor its submission to the shareholders of the Company for
approval shall be construed as creating any limitations on the power of the Board or a committee thereof to adopt such other incentive
arrangements, apart from this Sub-Plan, as it may deem desirable.
22. Amendment
and Termination
(a) Amendment.
The Board of Directors or the Committee, without approval of the stockholders, may amend or terminate this Sub-Plan, except that no amendment
shall become effective without prior approval of the stockholders of the Company if stockholder approval would be required by applicable
law or regulations or by any listing or quotation requirement of the Trading Market.
(b) Savings
Amendments. Notwithstanding any other provisions of this Sub-Plan, and in addition to the powers of amendment set forth in this Section
22 and Section 20 or otherwise, the provisions hereof and the provisions of any Award made hereunder may be amended unilaterally by the
Committee from time to time to the extent necessary (and only to the extent necessary) to prevent the implementation, application or
existence (as the case may be) of any such provision from (i) requiring the inclusion of any compensation deferred pursuant to the provisions
of this Sub-Plan (or an Award thereunder) in a Participant’s gross income pursuant to Section 409A of the Code, and the regulations
issued thereunder from time to time, (ii) limiting the tax deductibility of any payment in settlement of an Award under Section 162(m)
of the Code, (iii) inadvertently causing any Award hereunder to be treated as providing for the deferral of compensation pursuant to
such Code section and regulations, and/or (iv) failing to comply with applicable law. No amendment or modification shall materially and
adversely affect a Participant’s vested rights without the Participant’s written consent, except as required to comply with
applicable law (including Code Sections 409A and 162(m)).
(c) Termination.
The Committee may terminate this Sub-Plan at any time. From time to time, the Committee may suspend this Sub-Plan, in whole or in part.
From time to time, the Committee may amend this Sub-Plan or PRSU award agreement, including the adoption of amendments deemed necessary
or desirable to correct any defect or supply an omission or reconcile any inconsistency in this Sub- Plan or in any Award or PRSU award
agreement granted hereunder so long as stockholder approval has been obtained if required. No amendment, termination or modification
of this Sub- Plan, Award or PRSU award agreement may in any manner affect Awards or PRSUs heretofore granted without the consent of the
Participant unless the Committee has made a determination that an amendment or modification is in the best interest of all persons to
whom Awards or PRSUs have heretofore been granted, but in no event may such amendment or modification result in an increase in the amount
of compensation payable pursuant to such Award or PRSU.
23. Substitution
of Awards under this Sub-Plan. The Committee may, in its discretion, permit holders of Awards under this Sub-Plan to surrender
outstanding Awards in order to exercise or realize rights under other awards, or in exchange for the grant of new awards, or require
holders of awards to surrender outstanding awards as a condition precedent to the grant of new awards under this Sub-Plan, but only if
such surrender, exercise, realization, exchange, or grant (a) would not constitute a distribution of deferred compensation for purposes
of Section 409A(a)(3) of the Code or (b) constitutes a distribution of deferred compensation that is permitted under regulations issued
pursuant to Section 409A(a)(3) of the Code.
24. Limitation
of Liability; Indemnification. To the fullest extent permitted by the act, no manager, administrator nor any person acting pursuant
to authority delegated by a manager or the administrator shall be personally liable, responsible or accountable, in damages or otherwise,
to the Company or any Participant for any action or determination under this Sub-Plan unless such person acted in bad faith with respect
to such action or determination, and shall to the extent permitted by law be fully indemnified and protected by the Company with respect
to any such action or determination. Accordingly, each Participant agrees that in acting in accordance with the terms of, and exercising
such authority, the officers, directors and any person acting pursuant to authority delegated by the Board or Committee shall be subject
to no express or implied fiduciary duty but only to the implied covenant of good faith and fair dealing.
25. Expiration,
etc. Under this Sub-Plan, EPUs may be awarded from time to time prior to the expiration of ten (10) years from the date of adoption
of this Sub-Plan, at which time this Sub-Plan will expire. Such expiration will not terminate then outstanding, previously awarded EPUs
or their rights hereunder. This Sub-Plan may be extended, terminated or modified by the administrator at any time prior to the expiration
of ten (10) years from the date of adoption of this Sub-Plan.
26. Not
a Contract of Employment, etc. Nothing in this Sub-Plan or in any grant thereunder shall confer any right on a Participant to
continue in the service or employ as a director or officer of or in the performance of services for the Company or a Subsidiary or shall
interfere in any way with the right of the Company or a Subsidiary to terminate the employment or performance of services or to reduce
the compensation or responsibilities of a Participant at any time. By accepting any Award under this Sub-Plan, each Participant and each
person claiming under or through him or her shall be conclusively deemed to have indicated his or her acceptance and ratification of,
and consent to, any action taken under this Sub-Plan by the Company, the Board or the Committee.
27. Right
of Setoff. The Company or any Subsidiary or affiliate may, to the extent permitted by applicable law and to the extent consistent
with the requirements of or exemption from Section 409A of the Code, deduct from and set off against any amounts the Company or any Subsidiary
or affiliate may owe to a Participant from time to time, including amounts payable in connection with any Award, owed as wages, fringe
benefits, or other compensation owed to such Participant, such amounts as may be owed by such Participant to the Company, although Participant
shall remain liable for any part of each Participant’s payment obligation not satisfied through such deduction and setoff. By accepting
any Award granted hereunder, each Participant agrees to any deduction or setoff under this Section 27.
28. No
Trust Fund Created. Neither the Company nor any of its direct or indirect Subsidiaries, or any of their respective Affiliates,
shall set aside any money in trust or otherwise to guarantee payments of any amounts due under this Sub-Plan. Only the Company (and no
other person or entity) will be responsible for payment, will make payment, if and when due, out of its general funds.
29. Employment
Status; Claims to Awards. Nothing in this Sub-Plan shall be construed to limit in any way the right of the Company or any Subsidiary
to terminate the employment of any person at any time. The Awards and PRSUs represent unfunded and unsecured obligations of the Company
and Participant in respect of this Sub- Plan shall have no rights other than those of a general unsecured creditor to the Company.
30. Severability.
Whenever possible, each provision of this Sub-Plan shall be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Sub-Plan is held to be prohibited by or invalid under applicable law, such provision shall be ineffective
only to the extent of such prohibition or invalidity, without invalidating the remainder of this Sub-Plan.
31. Governing
Law This Sub-Plan shall be governed by the corporate laws of the State of Delaware, without giving effect to any choice of law
provisions that might otherwise refer construction or interpretation of this Sub-Plan to the substantive law of another jurisdiction.
Appendix
A
Certain
Definitions
In
the event of any inconsistency between a defined term in the Sub-Plan and the corresponding definition in the 2020 Plan, the definition
set forth in the Sub-Plan shall control solely with respect to this Sub-Plan.
“Affiliate”
means any corporation, partnership, limited liability company, business trust, or other entity controlling, controlled by or under common
control with the Company.
“Aggregate
Pool” has the meaning set forth in Section 5(a).
“Award”
has the meaning set forth in Section 1.
“Board
of Directors” and “Board” mean the Board of Directors of the Company.
“Cause”,
with respect to any Participant, has the meaning set forth in any Company Agreement of the Participant with the Company, or if Participant
is not party to a Company Agreement that includes a definition of “Cause”, the definition of “Cause” set forth
in the 2020 Plan. For the avoidance of doubt, if the definition of “Cause” under any Company Agreement entered into by Participant
with or for the benefit of the Company or a Subsidiary conflicts with the definition of “Cause” under the 2020 Plan, the
definition in any Company Agreement between the Company and the Participant shall control.
“Change
in Control” has the meaning set forth in Section 409A(i)(5)(v), (vi) and (vii) of the Code.
“Code”
has the meaning set forth in Section 5(b).
“Committee”
means the Compensation Committee of the Board, if any, which shall consist solely of two or more members of the Board, and each member
of the Committee shall be (i) a Non-Employee Director, unless administration of this Sub-Plan by Non-Employee Directors is not then required
in order for exemptions under Rule 16b-3 to apply to transactions under this Sub-Plan, (ii) an “outside director” within
the meaning of Section 162(m) of the Code, unless administration of this Sub-Plan by “outside directors” is not then required
in order to qualify for tax deductibility under Section 162(m) of the Code, and (iii) independent, as defined by the rules of the Trading
Market.
“Common
Stock” means the Common Stock, par value $0.001 per share, of the Company, and any other shares into which such stock may be
changed by reason of a recapitalization, reorganization, merger, consolidation or any other change in the corporate structure or capital
stock of the Company.
“Company
Agreement” means any employment agreement, consulting agreement, proprietary rights agreement, invention assignment or work
for hire agreement, confidentiality agreement, non-competition agreement, non-solicitation agreement, restrictive covenant agreement
or similar agreement with or for the benefit of the Company, including without limitation the PIICA, or entered into by Participant with
the Company in connection with Participant’s employment or the grant of a stock option or other equity award, bonus or equity incentive.
“Competitor”
has the meaning set forth in any Company Agreement of the Participant with the Company or if Participant is not party to a Company Agreement
that includes a definition of “Competitor”, “Competitor” means any person or entity, including but not limited
to Participant or anyone acting on Participant’s behalf, that is engaged, planning or preparing to engage or reasonably expects
to engage in the development, testing, manufacture, marketing, selling, supplying or otherwise providing, or consulting on, any product,
process, technology, device, machine, invention or service that resembles, is substantially or functionally similar to, competes with,
may now or in the future compete with, can be substituted for, applied to or marketed as a substitute for, any product, process, technology,
device, machine, invention or service of the Company that is in existence or that is, was, or is planned or in preparation to be under
development, testing or manufacture, including but not limited to, inter alia, computer-controlled local anesthesia delivery (C-CLAD)
products, services or technology.
“Covered
Employee” means any employee of the taxpayer if (A) such employee is the principal executive officer or principal financial
officer of the taxpayer at any time during the taxable year, or was an individual acting in such a capacity, (B) the total compensation
of such employee for the taxable year is required to be reported to shareholders under the Exchange Act by reason of such employee being
among the 3 highest compensated officers for the taxable year (other than any individual described in subparagraph (A)), (C) in the case
of taxable years beginning after December 31, 2026, such employee is among the 5 highest compensated employees for the taxable year other
than any individual described in subparagraph (A) or (B), or (D) was a covered employee described in subparagraph (A) or (B) of the taxpayer
(or any predecessor) for any preceding taxable year beginning after December 31, 2026. Such term shall include any employee who would
be described in subparagraph (B) if the reporting described in such subparagraph were required as so described.
“Customer”
has the meaning set forth in any Company Agreement of the Participant with the Company or if Participant is not party to a Company Agreement
that includes a definition of “Customer”, “Customer” means any entity, client, account, or person, including
the employees, agents or representatives of the foregoing, or any entity or person who participates, influences or has any responsibility
in making purchasing decisions on behalf of such entities, clients, accounts, or persons, to whom or to which you contacted, solicited
any business from, sold to, rendered any service to, were assigned to, had responsibilities for, received commissions or any compensation
on, or promoted or marketed any products or services to during the applicable Restricted Period.
“Disability”
means, except as otherwise provided by the Committee, a disability that would entitle an eligible Participant to payment of monthly disability
payments under any Company disability plan or as otherwise determined by the Committee.
“Eligible
Person” has the meaning set forth in Section 4.
“Exchange
Act” means the Securities Exchange Act of 1934, as amended.
“Fair
Market Value” as of a particular date shall mean, with respect to securities, (i) if the securities are then listed or quoted
on a Trading Market, the closing sales price per security on the Trading Market for the last preceding date on which there was a sale
of such security on such Trading Market, or (ii) if the securities are then traded in an over-the-counter market, the closing bid price
for the securities in such over-the-counter market for the last preceding date on which there was a sale of such securities in such market,
or (iii) if the securities are not then listed or quoted on a Trading Market, such value as the Committee, in its sole discretion, shall
determine.
“Family
Member” means, with respect to any natural person, such natural person’s spouse, parents, grandparents and descendants
(whether by blood, marriage or adoption, and including stepchildren), together with any spouse or descendant of any of the foregoing
individuals (whether by blood, marriage or adoption, and including stepchildren).
“Non-Employee
Director” has the meaning given to such term in Rule 16b-3 under the Exchange Act and any successor thereto.
“Participant”
has the meaning set forth in Section 6(a).
“Participation
Percentage” means, with respect to a designated Sub-Pool, the percentage that the number of a Participant’s PRSUs corresponding
to a particular Sub-Pool bears to the total number of PRSUs corresponding to such Sub-Pool.
“Performance
Period” has the meaning set forth in Section 6(c).
“Performance
Milestone” has the meaning set forth in Section 6(d).
“PIICA”
means the Proprietary Information, Invention and Confidentiality Agreement entered into by Participant substantially simultaneously with
the commencement of employment by or other service with the Company or a Subsidiary thereof, as the same may be amended and supplemented
from time to time.
“PRSU”
has the meaning set forth in Section 6(b).
“Sales
Milestone” has the meaning set forth in Section 6(d).
“Securities
Act” means the Securities Act of 1933, as amended.
“Shares”
has the meaning set forth in Section 5(a).
“Specified
Employee” means a Participant who is a key employee as described in Code §416(i)(1)(A), disregarding paragraph (5) thereof
and using compensation as defined under Treas. Reg. §1.415(c)-2(a). However, a Participant is not a Specified Employee unless any
stock of the Employer is publicly traded on an established securities market or otherwise and the Participant is a Specified Employee
on the date of his/her Termination of Service. If a Participant is a key employee at any time during the twelve (12) months ending on
the Specified Employee identification date, the Participant is a Specified Employee for the 12-month period commencing on the Specified
Employee effective date. The Specified Employee identification date is December 31. The Specified Employee effective date is the April
1 following the Specified Employee identification date. The Employer, in determining whether this definition and all related Sub-Plan
provisions apply, will determine whether the Employer has any publicly traded stock as of the date of a Participant’s Termination
of Service. In the case of certain corporate transactions (a merger, acquisition, spin-off or initial public offering), or in the case
of nonresident alien employees, the Employer will apply the Specified Employee provisions of this Sub-Plan in accordance with Treas.
Reg. §1.409A-1(i) and other Applicable Guidance. Notwithstanding the foregoing, the Employer in its participation agreement, and
in accordance with Treas. Reg. §1.409A-1(i) and other Applicable Guidance, may make the following elections: (i) use of any Code
§415 definition of compensation for Specified Employee determination; (ii) designation of an alternative Specified Employee identification
date; (iii) designation of an alternative Specified Employee effective date; (iv) use of an alternative method to identify Participants
who will be subject to the 6-month delay rule; (v) certain elections in the context of corporate transactions; and (vi) certain elections
regarding nonresident alien employees. The Employer’s election under clauses (ii) or (iii) regarding an identification date or
effective date made on or before December 31, 2007, applies to any Termination of Service occurring on or after January 1, 2005, unless
the Employer subsequently changes the identification date and/or effective date. Such elections are effective as of the date that all
necessary corporate action has been taken to make the election binding as to all nonqualified deferred compensation Sub-Plans in which
service providers of the Employer who would become a Specified Employees participate. The Employer must apply all such elections consistently
as to all service providers. The Employer will apply the Specified Employee provisions of this Sub-Plan, including the elections described
in this definition, in accordance with Treas. Reg. §1.409A-1(i) and other Applicable Guidance.
“Sub-Pool”
has the meaning set forth in 6(a).
“Subsidiary”
means a corporation or other entity of which outstanding shares or ownership interests representing 50% or more of the combined voting
power of such corporation or other entity entitled to elect the management thereof, or such lesser percentage as may be approved by the
Committee, are owned directly or indirectly by the Company.
“Successor
Equity Plan” has the meaning set forth in Section 5(a)(2).
“Trading
Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date
in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock
Exchange (or any successors to any of the foregoing) or other principal trading market (including OTC quotation systems) for the Common
Stock.
“2020
Plan” has the meaning set forth in Section 1.
EX-10.4
EX-10.4
Filename: ex10-4.htm · Sequence: 5
Exhibit
10.4
MILESTONE
SCIENTIFIC INC.
2026
PERFORMANCE INCENTIVE SUB-PLAN
to
the
2020
EQUITY INCENTIVE PLAN
PERFORMANCE
BASED RESTRICTED STOCK UNITS AWARD AGREEMENT
Milestone
Scientific Inc., a Delaware corporation (the “Company”), hereby grants [NAME] (“Grantee”),
a Participant in the 2026 Performance Incentive Sub-Plan of the Company (the “Sub-Plan”) to the Amended and Restated 2020
Equity Incentive Plan of the Company, as amended from time-to-time (the “2020 Plan”), a Award (“Award”)
for Performance Restricted Stock Units (“PRSUs” or Units”) representing shares of the Common Stock of
the Company (“Shares”). This agreement (the “Award Agreement”) and the grant of Units pursuant
hereto is made effective as of the day of , (the “Grant Date”). This Award is granted pursuant to the Sub-Plan and
its terms and the terms of the 2020 Plan are incorporated by reference.
RECITALS
A.
The Board of Directors of the Company (“Board”) has adopted the 2020 Plan and Sub-Plan as an incentive to retain
employees, officers, and Non-Employee Directors of, and consultants to, the Company or its Subsidiaries or affiliates, to provide for
equitable and competitive compensation opportunities, to recognize individual contributions and reward achievement of Company goals,
and promote the creation of long-term value for stockholders by closely aligning the interests of Participants with those of stockholders;
B.
The Board has delegated its authority to administer the Sub-Plan to the Compensation Committee of the Board; provided that the Board
may, in its discretion, at any time and from time to time, resolve to administer the Sub-Plan, in which case the term “Committee”
shall be deemed to mean the Board for all purposes herein (the “Committee”);
C.
The Committee has approved the granting of Units to Grantee pursuant to the Sub-Plan to provide an incentive to Grantee to focus
on the long-term growth of the Company.
D.
To the extent not specifically defined herein, the defined terms used herein shall have the meaning set out in or determined pursuant
to the Sub-Plan (unless the context requires otherwise).
In
consideration of the mutual covenants and conditions hereinafter set forth and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Company and Grantee agree as follows:
1.
Grant of Units. The Company hereby grants to Grantee the number of PRSUs with respect to each Performance Milestone Sub-Pool,
as follows:
Sub-Pool
(percentage
of Aggregate Pool
Percentage
of Sub-Pool Awarded to the Participant
Performance
Milestone
allocated
to specified Performance Milestone)
Number
of Units Awarded to the Participant
LTM
Net Sales greater than $11.0 million
20%
LTM
Net Sales greater than $13.0 million
20%
LTM
Net Sales greater than $15.0 million
30%
Market
Capitalization of $50 million
15%
Qualified
Acquisition consummated
15%
Each
Unit represents the right to receive the same number of the Company’s Shares, subject to the terms and conditions in this Award
Agreement and the Sub-Plan.
2.
Vesting of Units and Related Information.
2.1
Vesting and other Conditions. The Performance Period, Performance Milestones, conditions to payment (including without limitation,
Performance Milestone achievement, vesting, settlement and delivery) and other Award terms and conditions for this Award are set forth
in the Sub-Plan. Without limiting the foregoing, no Units shall vest with respect to a Performance Milestone achieved within twelve (12)
months from the Grant Date.
3.
Termination of Service.
3.1
General. Subject to the provisions of paragraph 3.2 below, if a Grantee’s service with the Company terminates for any
reason prior to the achievement of the applicable Sub-Pool’s Performance Milestone, the right to any portion of the Award that
has not vested prior to Grantee’s Termination Date shall be forfeited in full and cancelled without consideration as of the Termination
Date; provided, that notwithstanding the foregoing, if a Performance Milestone is achieved while Grantee is a Service Provider and thereafter
Grantee experiences a Termination of Service for any reason (but subject nevertheless to Section 8(d) (Termination for Cause) of the
Sub-Plan), any Units relating to Performance Milestones achieved prior to the Termination Date the achievement of which is thereafter
certified by the Committee, such Grantee shall not be deemed to have experienced a Termination of Service solely for purposes of determining
entitlement to such Award notwithstanding Grantee’s Termination of Service prior to Certification, subject to Section 7 of the
Sub-Plan. Any portion of the Award that has not been achieved prior to the date of a Participant’s Termination of Service with
the Company for any reason shall be forfeited as of Grantee’s Termination Date, and neither Grantee nor any of his or her successors,
heirs, assigns, or personal representatives will thereafter have any further rights or interests in such forfeited Units.
In
other words, Grantee must be employed by the Company on the relevant date of achievement of the Performance Milestone to receive any
payment with respect to the Units that vest with respect to such Performance Milestone.
2
3.2
Change in Control. Upon a Change in Control, all Awards theretofore granted shall be deemed cancelled and terminated, except
that Awards corresponding to Performance Milestones achieved and certified prior to the Change in Control shall vest and settle in accordance
with Section 7 of the Sub-Plan, and Units allocated to the Market Capitalization Performance Milestone shall be treated in accordance
with Section 11(b) of the Sub-Plan. No vesting or right to any Award, Shares or other compensation will arise from any performance or
achievement of any Performance Milestone after a Change in Control.
4.
Competition with the Company. In order to protect the Company’s goodwill and investments in research and development
and Customer and business relationships and to prevent the disclosure of the Company’s confidential and trade secret information,
thereby promoting the long-term success of the Company’s business, Grantee acknowledges and agrees that as to such Grantee the
covenants and provisions set forth in Section 9 of the Sub-Plan are reasonable and valid in geographical and temporal scope and in all
other respects.
5.
Non-transferability. The Units granted by this Award Agreement shall not be transferable by Grantee or any other person claiming
through Grantee, either voluntarily or involuntarily, except by will or the laws of descent and distribution or as otherwise provided
under Section 13 of the Sub-Plan.
6.
Adjustments. In the event of a stock dividend or in the event the Shares shall be changed into or exchanged for a different
number or class of shares of stock of the Company or of another corporation, whether through reorganization, recapitalization, stock
split-up, combination of shares, merger or consolidation, there shall be substituted for each such remaining Shares then subject to this
Award Agreement the number and class of shares of stock into which each outstanding Share shall be so exchanged, all as set forth in
Section 5(b) of the Sub-Plan and Section 5 of the 2020 Plan.
7.
Delivery of Shares. No Shares shall be delivered under this Award Agreement until (i) the Units vest in accordance with the
schedule set forth in paragraph 1 above, subject to paragraph 3.1 above; (ii) approval of any governmental authority required in connection
with the Award Agreement, or the issuance of shares thereunder, has been received by the Company; (iii) if required by the Committee,
Grantee has delivered to the Company documentation (in form and content acceptable to the Company in its sole and absolute discretion)
to assist the Company in concluding that the issuance to Grantee of any Share under this Award Agreement would not violate the Securities
Act or any other applicable federal or state securities laws or regulations; (iv) Grantee has complied with paragraph 13 below of this
Award Agreement and Section 15 of the Sub-Plan in order for the proper provision for required tax withholdings to be made; (v) Grantee
has executed and returned this Award Agreement to the Company; and the issuance of such Shares would be in compliance with Sections 7
and 10 of and the other conditions set forth in the Sub-Plan.
8.
Securities Act. The Company shall not be required to deliver any Shares pursuant to the vesting of Units if, in the opinion
of counsel for the Company, such issuance would violate the Securities Act of 1933 or any other applicable federal or state securities
laws or regulations.
9.
Voting and Other Stockholder Related Rights. Grantee will have no voting rights or any other rights as a stockholder of the
Company (e.g., no rights to cash dividends) with respect to nonvested Units until the Units become vested and the Company issues Shares
to Grantee.
10.
Delivery of Documents and Notices. Any document relating to participation in the Plan or any notice required or permitted
hereunder shall be given in writing and shall be deemed effectively given (except to the extent that this Award Agreement provides for
effectiveness only upon actual receipt of such notice) upon personal delivery, electronic delivery at the e-mail address, if any, provided
for Grantee by the Company or an Affiliate, or upon deposit in the U.S. Post Office or foreign postal service, or with a nationally recognized
overnight courier service, with postage and fees prepaid, addressed to the other party at the current address on file with the Company
or at such other address as such party may designate in writing from time-to-time to the other party.
3
10.1
Description of Electronic Delivery. The 2020 Plan documents, which may include but do not necessarily include: the 2020 Plan,
the Sub-Plan and this Award Agreement, and any reports of the Company provided generally to the Company’s stockholders with respect
to the 202 Plan or the Sub-Plan, may be delivered to Grantee electronically. In addition, Grantee may deliver electronically this Award
Agreement to the Company or to such third party involved in administering the Sub-Plan as the Company may designate from time-to-time.
Such means of electronic delivery may include but do not necessarily include the delivery of a link to a Company intranet or the internet
site of a third party involved in administering the Sub-Plan, the delivery of the document via e-mail or such other means of electronic
delivery specified by the Company.
10.2
Consent to Electronic Delivery. Grantee acknowledges that Grantee has read paragraph 10.1 above of this Award Agreement and
consents to the electronic delivery of the Sub-Plan and 2020 Plan documents. Grantee acknowledges that he or she may receive from the
Company a paper copy of any documents delivered electronically at no cost to Grantee by contacting the Company by telephone or in writing.
11.
Administration. This Award Agreement shall at all times be subject to the terms and conditions of the Sub-Plan and the 2020
Plan, and the Sub-Plan shall in all respects be administered by the Committee in accordance with the terms of and as provided in the
Sub-Plan. The Committee shall have the sole and complete discretion with respect to all matters reserved to it by the Sub-Plan and decisions
of the majority of the Committee with respect thereto and to this Award Agreement shall be final and binding upon Grantee and the Company.
In the event of any conflict between the terms and conditions of this Award Agreement and the Sub-Plan, the provisions of the Sub-Plan
shall control.
12.
Continuation of Employment. This Award Agreement shall not be construed to confer upon Grantee any right to continue employment
with the Company and shall not limit the right of the Company, in its sole and absolute discretion, to terminate Grantee’s employment
at any time.
13.
Responsibility for Taxes and Withholdings. Regardless of any action the Company or Grantee’s actual employer (“Employer”)
takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to
Grantee’s participation in the Sub-Plan and legally applicable to Grantee (“Tax-Related Items”), Grantee acknowledges
that the ultimate liability for all Tax-Related Items is and remains Grantee’s responsibility and may exceed the amount actually
withheld by the Company or the Employer. Grantee further acknowledges that the Company and/or the Employer (i) make no representations
or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Units, including the grant of the
Units, the vesting of Units, the conversion of the Units into Shares or the receipt of an equivalent cash payment, the subsequent sale
of any Shares acquired at vesting and the receipt of any dividends and/or dividend equivalents; and (ii) do not commit to and are under
no obligation to structure the terms of the grant or any aspect of the Units to reduce or eliminate Grantee’s liability for Tax-Related
Items or achieve any particular tax result. Further, if Grantee has become subject to tax in more than one jurisdiction between the Grant
Date and the date of any relevant taxable event, Grantee acknowledges that the Company and/or the Employer (or former employer, as applicable)
may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
4
Prior
to any relevant taxable or tax withholding event, as applicable, Grantee shall pay, or make adequate arrangements satisfactory to the
Company and/or the Employer to satisfy all Tax-Related Items. In this regard, pursuant to Section 15 of the Sub-Plan, if permissible
under local law and unless otherwise provided by the Committee prior to the vesting of the shares, Grantee authorizes the Company or
the Employer, or their respective agents, to withhold all applicable Tax-Related Items in Shares to be issued upon vesting/settlement
of the Units. Alternatively, or in addition, Grantee authorizes the Company and/or the Employer, or their respective agents, at the Company’s
discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: (i) provided that
at the time of payment the shares of Common Stock of the Company are publicly traded, pursuant to a program developed under Regulation
T as promulgated by the Federal Reserve Board known as a “broker-assisted exercise”, “same day sale”, or “sell
to cover;” (ii) withholding from Grantee’s wages or other cash compensation paid to Grantee by the Company and/or the Employer;
(iii) withholding from proceeds of the sale of Shares acquired upon vesting/settlement of the Units either through a voluntary sale or
through a mandatory sale arranged by the Company (on Grantee’s behalf pursuant to this authorization); or (iv) personal check or
other cash equivalent acceptable to the Company, all as more particularly described in the Sub-Plan.
The
Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable
withholding rates. If the obligation for Tax-Related Items is satisfied by withholding a number of Shares as described herein, for tax
purposes, Grantee shall be deemed to have been issued the full number of Shares subject to the Award, notwithstanding that a number of
the Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of Grantee’s participation in the
Plan.
Finally,
Grantee shall pay to the Company or to the Employer any amount of Tax-Related Items that the Company or the Employer may be required
to withhold or account for as a result of Grantee’s participation in the Plan that cannot be satisfied by the means previously
described. The Company may refuse to issue or deliver shares or the proceeds of the sale of Shares if Grantee fails to comply with his
or her obligation in connection with the Tax-Related Items.
14.
Amendments. Unless otherwise provided in the Sub-Plan or this Award Agreement, this Award Agreement may be amended only by
a written agreement executed by the Company and Grantee.
15.
Integrated Agreement. This Award Agreement, the Sub-Plan and the 2020 Plan shall constitute the entire understanding and agreement
of Grantee and the Company with respect to the subject matter contained herein or therein and supersedes any prior agreements, understandings,
restrictions, representations, or warranties between Grantee and the Company with respect to such subject matter other than those as
set forth or provided for herein or therein. To the extent contemplated herein or therein, the provisions of this Award Agreement shall
survive any settlement of the Award and shall remain in full force and effect.
16.
Severability. If one or more of the provisions of this Award Agreement shall be held invalid, illegal or unenforceable in
any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby
and the invalid, illegal or unenforceable provisions shall be deemed null and void; however, to the extent permissible by law, any provisions
which could be deemed null and void shall first be construed, interpreted or revised retroactively to permit this Award Agreement to
be construed so as to foster the intent of this Award Agreement and the Sun-Plan.
17.
Counterparts. This Award Agreement may be executed in counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
18.
Governing Law and Venue. This Award Agreement shall be interpreted and administered under the laws of the State of Delaware.
5
For
purposes of litigating any dispute that arises under this grant or this Award Agreement, the parties hereby submit to and consent to
the jurisdiction of the State of New York, agree that such litigation shall be conducted in the courts located in Manhattan, New York
City, or the federal courts for the United States for the Southern District of New York, where this grant is made and/or to be performed.
19.
Other. Grantee represents that Grantee has read and is familiar with the provisions of the 2020 Plan, the Sub-Plan and this
Award Agreement, and hereby accepts the Award subject to all of their terms and conditions.
20.
Section 409A Compliance. Section 409A of the Code imposes an additional 20% tax, plus interest, on payments from “non-qualified
deferred compensation plans.” Certain payments under this Award Agreement could be considered to be payments under a “non-qualified
deferred compensation plan.” The additional 20% tax and interest do not apply if the payment qualifies for an exception to the
requirements of Section 409A or complies with the requirements of Section 409A. The Company believes, but does not and cannot warrant
or guaranty, that the payments due pursuant to this Award Agreement qualify for the short-term deferral exception to Section 409A as
set forth in Treasury Regulation Section 1.409A-1(b)(4). Notwithstanding anything to the contrary in this Award Agreement, if the Company
determines that neither the short-term deferral exception nor any other exception to Section 409A applies to the payments due pursuant
to this Award Agreement, to the extent any payments are due on Grantee’s termination of employment, the term “termination
of employment” shall mean “separation from service” as defined in Treasury Regulation Section 1.409A-1(h). In addition,
if Grantee is a “specified employee” (as defined in Treasury Regulation Section 1.409A-1(i)) and any payments due pursuant
to this Award Agreement are payable on Grantee’s “separation from service,” then such payments shall be paid on the
first business day following the expiration of the six month period following Grantee’s “separation from service.”
This Award Agreement shall be operated in compliance with Section 409A or an exception thereto and each provision of this Award Agreement
shall be interpreted, to the extent possible, to comply with Section 409A or to qualify for an applicable exception. Grantee remains
solely responsible for any adverse tax consequences imposed upon Grantee by Section 409A.
21.
Imposition of Other Requirements. The Company reserves the right to impose other requirements on Grantee’s participation
in the Sub-Plan, on the Units and on any Shares acquired under the Sub-Plan, to the extent the Company determines it is necessary or
advisable in order to comply with applicable law or facilitate the administration of the Sub-Plan, and to require Grantee to sign any
additional agreements or undertakings that may be necessary to accomplish the foregoing.
IN
WITNESS WHEREOF, the Company has caused this Award Agreement to be signed by its duly authorized representative and Grantee has signed
this Award Agreement as of the date first written above.
MILESTONE
SCIENTIFIC INC.
By:
Name:
Title:
GRANTEE:
By:
Name:
6
XML — IDEA: XBRL DOCUMENT
XML
Filename: R1.htm · Sequence: 21
v3.26.1
Cover
Apr. 30, 2026
Cover [Abstract]
Document Type
8-K
Amendment Flag
false
Document Period End Date
Apr. 30, 2026
Entity File Number
001-14053
Entity Registrant Name
Milestone
Scientific Inc.
Entity Central Index Key
0000855683
Entity Tax Identification Number
13-3545623
Entity Incorporation, State or Country Code
DE
Entity Address, Address Line One
425
Eagle Rock Avenue
Entity Address, Address Line Two
Suite
403
Entity Address, City or Town
Roseland
Entity Address, State or Province
NJ
Entity Address, Postal Zip Code
07068
City Area Code
973
Local Phone Number
535-2717
Written Communications
false
Soliciting Material
false
Pre-commencement Tender Offer
false
Pre-commencement Issuer Tender Offer
false
Title of 12(b) Security
Common
Stock
Trading Symbol
MLSS
Security Exchange Name
NYSEAMER
Entity Emerging Growth Company
false
X
- Definition
Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
No definition available.
+ Details
Name:
dei_AmendmentFlag
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Area code of city
+ References
No definition available.
+ Details
Name:
dei_CityAreaCode
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Cover page.
+ References
No definition available.
+ Details
Name:
dei_CoverAbstract
Namespace Prefix:
dei_
Data Type:
xbrli:stringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
No definition available.
+ Details
Name:
dei_DocumentPeriodEndDate
Namespace Prefix:
dei_
Data Type:
xbrli:dateItemType
Balance Type:
na
Period Type:
duration
X
- Definition
The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
No definition available.
+ Details
Name:
dei_DocumentType
Namespace Prefix:
dei_
Data Type:
dei:submissionTypeItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Address Line 1 such as Attn, Building Name, Street Name
+ References
No definition available.
+ Details
Name:
dei_EntityAddressAddressLine1
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Address Line 2 such as Street or Suite number
+ References
No definition available.
+ Details
Name:
dei_EntityAddressAddressLine2
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Name of the City or Town
+ References
No definition available.
+ Details
Name:
dei_EntityAddressCityOrTown
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Code for the postal or zip code
+ References
No definition available.
+ Details
Name:
dei_EntityAddressPostalZipCode
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Name of the state or province.
+ References
No definition available.
+ Details
Name:
dei_EntityAddressStateOrProvince
Namespace Prefix:
dei_
Data Type:
dei:stateOrProvinceItemType
Balance Type:
na
Period Type:
duration
X
- Definition
A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityCentralIndexKey
Namespace Prefix:
dei_
Data Type:
dei:centralIndexKeyItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Indicate if registrant meets the emerging growth company criteria.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityEmergingGrowthCompany
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
No definition available.
+ Details
Name:
dei_EntityFileNumber
Namespace Prefix:
dei_
Data Type:
dei:fileNumberItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Two-character EDGAR code representing the state or country of incorporation.
+ References
No definition available.
+ Details
Name:
dei_EntityIncorporationStateCountryCode
Namespace Prefix:
dei_
Data Type:
dei:edgarStateCountryItemType
Balance Type:
na
Period Type:
duration
X
- Definition
The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityRegistrantName
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityTaxIdentificationNumber
Namespace Prefix:
dei_
Data Type:
dei:employerIdItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Local phone number for entity.
+ References
No definition available.
+ Details
Name:
dei_LocalPhoneNumber
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 13e
-Subsection 4c
+ Details
Name:
dei_PreCommencementIssuerTenderOffer
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
-Subsection 2b
+ Details
Name:
dei_PreCommencementTenderOffer
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Title of a 12(b) registered security.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b
+ Details
Name:
dei_Security12bTitle
Namespace Prefix:
dei_
Data Type:
dei:securityTitleItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Name of the Exchange on which a security is registered.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection d1-1
+ Details
Name:
dei_SecurityExchangeName
Namespace Prefix:
dei_
Data Type:
dei:edgarExchangeCodeItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14a
-Subsection 12
+ Details
Name:
dei_SolicitingMaterial
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Trading symbol of an instrument as listed on an exchange.
+ References
No definition available.
+ Details
Name:
dei_TradingSymbol
Namespace Prefix:
dei_
Data Type:
dei:tradingSymbolItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
+ Details
Name:
dei_WrittenCommunications
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration