Form 8-K
8-K — Anika Therapeutics, Inc.
Accession: 0001171843-26-004253
Filed: 2026-06-23
Period: 2026-06-18
CIK: 0000898437
SIC: 3841 (SURGICAL & MEDICAL INSTRUMENTS & APPARATUS)
Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
Item: Submission of Matters to a Vote of Security Holders
Item: Financial Statements and Exhibits
Documents
8-K — f8k_062326.htm (Primary)
EX-10.1 — EXHIBIT 10.1 (exh_101.htm)
EX-10.2 — EXHIBIT 10.2 (exh_102.htm)
XML — IDEA: XBRL DOCUMENT (R1.htm)
8-K — FORM 8-K
8-K (Primary)
Filename: f8k_062326.htm · Sequence: 1
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 18, 2026
Anika Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
Delaware
001-14027
04-3145961
(State or other jurisdiction of
incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
32 Wiggins Avenue
Bedford, Massachusetts
01730
(Address of principal executive offices)
(Zip Code)
Registrant's telephone number, including area code (781) 457-9000
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, par value $0.01 per share
ANIK
NASDAQ Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule
405 of the Securities Act of 1933 (§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.
Sixth Amendment and Restatement of the Anika Therapeutics, Inc. 2017 Omnibus Incentive Plan
On April 26, 2026, the board of directors, or the Board, of Anika Therapeutics, Inc., or the
Company, adopted and approved, subject to stockholder approval, a sixth amendment and restatement of the Anika Therapeutics, Inc. 2017
Omnibus Incentive Plan as previously amended, or the 2017 Plan, and on June 8, 2026, the Board adopted and approved, subject to stockholder
approval, a revised sixth amendment and restatement of the 2017 Plan, or the Revised Seventh Amended Plan, all as described in the Company’s
definitive proxy statement, or the Proxy Statement, for the Company's 2026 Annual Meeting of Stockholders, or the Annual Meeting, as filed
with the Securities and Exchange Commission, or SEC, on April 28, 2026, and as first supplemented on June 1, 2026, or the First Supplement,
and as further supplemented on June 8, 2026, or the Second Supplement.
As described in the Proxy Statement as supplemented by the First Supplement and Second Supplement,
the Revised Seventh Amended Plan, as approved by the Company’s stockholders at the Annual Meeting as described under Item 5.07 below,
increases the number of shares of common stock reserved under the Revised Seventh Amended Plan by 350,000 shares, from 5,760,000 to 6,110,000
shares. Additionally, all 6,110,000 shares authorized under the Revised Seventh Amended Plan may be granted as incentive stock options
in accordance with Section 422 of the Internal Revenue Code of 1986. No other provisions of the 2017 Plan were amended in the Revised
Seventh Amended Plan.
A summary of the principal features of the Revised Seventh Amended Plan is included in the Proxy
Statement, as supplemented by the First Supplement and the Second Supplement. The foregoing description is qualified in its entirety by
reference to the full text of the Revised Seventh Amended Plan, a copy of which is filed as exhibit 10.1 to this Form 8-K and incorporated
herein by reference.
Amendment of the Anika Therapeutics, Inc. 2021 Employee Stock Purchase Plan
On April 26, 2026, the Board adopted and approved, subject to stockholder approval, an amendment
to the Anika Therapeutics, Inc. 2021 Employee Stock Purchase Plan, or the ESPP, to increase the number of shares of common stock reserved
for issuance thereunder by 200,000 shares, from 200,000 to 400,000 shares, or the ESPP Amendment. Stockholders approved the ESPP Amendment
at the Annual Meeting as described under Item 5.07 below. No other provisions of the ESPP were amended by the ESPP Amendment.
A summary of the principal features of the ESPP, as amended, is included in the Proxy Statement.
The foregoing description is qualified in its entirety by reference to the full text of the ESPP, as amended, a copy of which is filed
as exhibit 10.2 to this Form 8-K and incorporated herein by reference.
Item 5.07.
Submission of Matters to a Vote of Security Holders.
The Company held the Annual Meeting on June 18, 2026. The Board solicited proxies for the Annual
Meeting pursuant to the Proxy Statement, as supplemented by the First Supplement and the Second Supplement. There was no solicitation
in opposition to the Board’s solicitation. The number of shares of the Company’s common stock, $0.01 par value per share,
entitled to vote at the Annual Meeting was 13,305,624. A total of 11,195,667 shares of common stock were present in person or by proxy
at the Annual Meeting, representing 84.14% of the voting power entitled to vote at the Annual Meeting. Each share of common stock was
entitled to one vote with respect to each matter submitted to a vote at the Annual Meeting, and the voting results reported below are
final.
The matters considered and voted on by the stockholders at the Annual Meeting and the votes
of the stockholders were as follows:
PROPOSAL 1
Stockholders voted as follows with respect to election of each of the director nominees identified
in the Proxy Statement:
Nominee
For
Against
Abstain
Broker Non-Votes
Gary P. Fischetti
9,248,053
117,967
27,781
1,801,866
John B. Henneman, III
8,829,035
536,988
27,778
1,801,866
Stephen D. Griffin
9,309,707
56,276
27,818
1,801,866
As a result of this vote, Mr. Fischetti, Mr. Henneman and Mr. Griffin were elected as Class
III directors to serve until the 2029 Annual Meeting of Stockholders and until their successors are duly elected and qualified or until
their earlier resignation or removal.
PROPOSAL 2
Stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent
registered public accounting firm for the fiscal year ending December 31, 2026. Stockholders voted as follows with respect to this ratification
proposal:
For
Against
Abstain
Broker Non-Votes
11,136,590
24,966
34,111
0
PROPOSAL 3
Stockholders voted, on a non-binding, advisory basis, to approve the compensation paid to the
Company’s named executive officers as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and
Analysis, compensation tables and narrative discussion set forth in the Proxy Statement. Stockholders voted as follows with respect to
this proposal:
For
Against
Abstain
Broker Non-Votes
8,268,676
1,093,946
31,179
1,801,866
PROPOSAL 4
Stockholders approved the Revised Seventh Amended Plan, increasing the number of shares of common
stock reserved thereunder from 5,760,000 to 6,110,000. Stockholders voted as follows with respect to this proposal:
For
Against
Abstain
Broker Non-Votes
8,013,994
1,347,970
31,837
1,801,866
PROPOSAL 5
Stockholders approved the amendment of the ESPP, increasing the number of shares of common stock
reserved thereunder from 200,000 to 400,000. Stockholders voted as follows with respect to this proposal:
For
Against
Abstain
Broker Non-Votes
9,110,892
257,394
25,515
1,801,866
Item 9.01.
Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.
Description
10.1†
Anika Therapeutics, Inc. Seventh Amended and Restated 2017 Omnibus Incentive Plan (as so amended and restated effective June 18, 2026)
10.2†
Anika Therapeutics, Inc. 2021 Employee Stock Purchase Plan (as so amended effective June 18, 2026)
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
† Management contract or compensatory plan or arrangement.
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.
Anika Therapeutics, Inc.
Date: June 23, 2026
By:
/s/ Stephen D. Griffin
Stephen D. Griffin
President and Chief Executive Officer
EX-10.1 — EXHIBIT 10.1
EX-10.1
Filename: exh_101.htm · Sequence: 2
Exhibit 10.1
ANIKA THERAPEUTICS, INC.
2017 OMNIBUS INCENTIVE PLAN
Anika Therapeutics, Inc. sets forth herein the terms of its 2017 Omnibus
Incentive Plan.
1. PURPOSE
The Plan is intended to enhance the ability of the Company and its Affiliates
to attract and retain highly qualified officers, Non-employee Directors, employees, consultants and advisors, and to motivate such individuals
to serve the Company and its Affiliates and to expend maximum effort to improve the business results and earnings of the Company, by providing
to such persons an opportunity to acquire or increase a direct proprietary interest in the operations and future success of the Company.
To this end, the Plan provides for the grant of stock options, stock appreciation rights (“SARs”), restricted stock,
restricted stock units (“RSUs”), unrestricted stock, other share-based awards and cash awards. Any of these awards
may, but need not, be made as performance incentives to reward attainment of performance goals in accordance with the terms hereof. Upon
the Plan becoming effective, no further awards shall be made under the Prior Plan.
2. DEFINITIONS
For purposes of interpreting the Plan and related documents (including Award
/Agreements), the following definitions shall apply:
“Acquiror” shall have the meaning set forth in Section
15.2.1.
“Affiliate” means any company or other trade or business
that “controls,” is “controlled by” or is “under common control with” the Company within the meaning
of Rule 405 of Regulation C under the Securities Act, including any Subsidiary.
“Annual Incentive Award” means a cash-based Performance
Award with a performance period that is the Company’s fiscal year or other 12-month (or shorter) performance period as specified
under the terms of the Award as approved by the Board.
“Award” means a grant under the Plan of an Option, SAR,
Restricted Stock, RSU, Other Share-based Award or cash award.
“Award Agreement” means a written agreement between the
Company and a Participant, or notice from the Company or an Affiliate to a Participant that evidences and sets out the terms of an Award.
“Board” means the Board of Directors of the Company.
“Business Combination” shall have the meaning set forth
in Section 15.2.2.
“Cause” shall be defined as that term is defined in the
Participant’s offer letter or other applicable employment agreement; or, if there is no such definition, “Cause” means,
as determined by the Company in its sole discretion and unless otherwise provided in the applicable Award Agreement: (i) any material
breach by the Participant of any agreement between the Participant and the Company; (ii) the conviction of or plea of nolo contendere
by the Participant to a felony or a crime involving moral turpitude; or (iii) any material misconduct or willful and deliberate non-performance
(other than by reason of disability) by the Participant of the Participant’s duties to the Company. A Separation from Service for
Cause shall be deemed to include a determination by the Company in its sole discretion following a Participant’s Separation from
Service that circumstances existing prior to such Separation from Service would have entitled the Company or an Affiliate to have terminated
the Participant’s service for Cause. All rights a Participant has or may have under the Plan shall be suspended automatically during
the pendency of any investigation by the Company, or during any negotiations between the Company and the Participant, regarding any actual
or alleged act or omission by the Participant of the type described in the applicable definition of Cause.
“Change in Control” shall have the meaning set forth in
Section 15.2.2.
“Code” means the Internal Revenue Code of 1986.
“Committee” means the Compensation Committee of the Board,
or such other committee as determined by the Board. The Compensation Committee of the Board may designate a subcommittee of its members
to serve as the Committee (to the extent the Board has not designated another person, committee or entity as the Committee). The Board
will cause the Committee to satisfy the applicable requirements of any securities exchange on which the Common Stock may then be listed.
For purposes of Awards to Covered Employees intended to qualify as Performance-Based Compensation, to the extent required by Section 162(m),
Committee means all of the members of the Compensation Committee who are “outside directors” within the meaning of Section
162(m). For purposes of Awards to Participants who are subject to Section 16 of the Exchange Act, Committee means all of the members of
the Compensation Committee who are “non-employee directors” within the meaning of Rule 16b-3 adopted under the Exchange Act.
“Company” means Anika Therapeutics, Inc., a Massachusetts
corporation, or any successor corporation.
“Common Stock” means the common stock of the Company.
“Consultant” means a consultant or advisor that provides
bona fide services to the Company or any Affiliate and who qualifies as a consultant or advisor under Form S-8.
“Covered Employee” means a Participant who is a “covered
employee” within the meaning of Section 162(m) as qualified by Section 12.4.
“Disability” shall be defined as that term is defined
in the Participant’s offer letter or other applicable employment agreement; or, if there is no such definition, “Disability”
means, as determined by the Company in its sole discretion and unless otherwise provided in the applicable Award Agreement, the Participant
is unable to perform each of the essential duties of such Participant’s position by reason of a medically determinable physical
or mental impairment which is potentially permanent in character or which can be expected to last for a continuous period of not less
than 12 months; provided, however, that, with respect to rules regarding expiration of an Incentive Stock Option following termination
of the Participant’s employment, “Disability” means “permanent and total disability” as set forth in Code
Section 22(e)(3).
“Effective Date” means June 13, 2017, the date the Plan
was approved by the Stockholders.
“Exchange Act” means the Securities Exchange Act of 1934.
“Fair Market Value” means, as of any date, the value of
the Common Stock as determined below. If the Common Stock is listed on any established stock exchange or a national market system, including
without limitation, the New York Stock Exchange or the Nasdaq Stock Market, the Fair Market Value shall be the closing price of a share
of Common Stock (or if no sales were reported the closing price on the date immediately preceding such date) as quoted on such exchange
or system on the day of determination. In the absence of an established market for the Common Stock, the Fair Market Value shall be determined
in good faith by the Board and such determination shall be conclusive and binding on all persons.
“Family Member” means a person who is a spouse, former
spouse, child, stepchild, grandchild, parent, stepparent, grandparent, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law,
brother, sister, brother-in-law or sister-in-law, including adoptive relationships, of the applicable individual, any person sharing the
applicable individual’s household (other than a tenant or employee), a trust in which any one or more of these persons have more
than 50% of the beneficial interest, a foundation in which any one or more of these persons (or the applicable individual) control the
management of assets, and any other entity in which one or more of these persons (or the applicable individual) own more than 50% of the
voting interests.
“Grant Date” means the latest to occur of (i) the date
as of which the Board approves an Award, (ii) the date on which the recipient of an Award first becomes eligible to receive an Award under
Section 6 or (iii) such other date as may be specified by the Board in the Award Agreement.
“Incentive Stock Option” means an “incentive stock
option” within the meaning of Code Section 422.
“Incumbent Directors” shall have the meaning set forth
in Section 15.2.2.
“New Shares” shall have the meaning set forth in Section
15.1.
“Non-employee Director” means a member of the Board or
the board of directors of an Affiliate, in each case who is not an officer or employee of the Company or any Affiliate.
“Nonqualified Stock Option” means an Option that is not
an Incentive Stock Option.
“Option” means an option to purchase one or more Shares
pursuant to the Plan.
“Option Price” means the exercise price for each Share
subject to an Option.
“Other Share-based Awards” means Awards consisting of
Share units, or other Awards, valued in whole or in part by reference to, or otherwise based on, Shares.
“Participant” shall mean a person who, as a Service Provider,
has been granted an Award under the Plan; provided, however, that in the case of the death or Disability of a Participant,
the term “Participant” refers to the Participant’s estate or other legal representative acting in a fiduciary capacity
on behalf of the Participant under applicable state law and court supervision.
“Performance Award” means an Award made subject to the
attainment of performance goals (as described in Section 12) over a performance period established by the Committee, and includes
an Annual Incentive Award.
“Performance-Based Compensation” means “performance-based
compensation” under Section 162(m).
“Plan” means this Anika Therapeutics, Inc. 2017 Omnibus
Incentive Plan.
“Policy” shall have the meaning set forth in Section
3.2.2.
“Prior Plan” means the Anika Therapeutics, Inc. Second
Amended and Restated 2003 Stock Option and Incentive Plan, as amended.
“Purchase Price” means the purchase price for each Share
pursuant to a grant of Restricted Stock.
“Restricted Stock” means restricted Shares, awarded to
a Participant pursuant to Section 10.
“Restricted Stock Unit” or “RSU” means
a bookkeeping entry representing the equivalent of Shares, awarded to a Participant pursuant to Section 10.
“SAR Exercise Price” means the per Share exercise price
of a SAR granted to a Participant under Section 9.
“SEC” means the United States Securities and Exchange
Commission.
“Section 162(m)” means Code Section 162(m).
“Section 409A” means Code Section 409A.
“Securities Act” means the Securities Act of 1933.
“Separation from Service” means the termination of the
applicable Participant’s employment with, and performance of services for, the Company and each Affiliate. A Participant employed
by, or performing services for, an Affiliate or a division of the Company or an Affiliate shall not be deemed to incur a Separation from
Service if such Affiliate or division ceases to be an Affiliate or division of the Company, as the case may be, and the Participant immediately
thereafter becomes an employee of (or service provider to), or member of the board of directors of, the Company or an Affiliate or a successor
company or an affiliate or subsidiary thereof. Approved temporary absences from employment because of illness, vacation or leave of absence
and transfers among the Company and its Affiliates shall not be considered Separations from Service. Notwithstanding the foregoing, with
respect to any Award that constitutes nonqualified deferred compensation under Section 409A, “Separation from Service” shall
mean a “separation from service” as defined under Section 409A.
“Service Period” shall have the meaning set forth in Section
10.1.
“Service Provider” means an employee, officer, Non-employee
Director or Consultant of the Company or an Affiliate.
“Share” means a share of Common Stock.
“Stock Appreciation Right” or “SAR”
means a right granted to a Participant pursuant to Section 9.
“Stockholders” means the stockholders of the Company.
“Subsidiary” means any “subsidiary corporation”
of the Company within the meaning of Code Section 424(f).
“Substitute Award” means any Award granted in assumption
of or in substitution for an award of a company or business acquired by the Company or an Affiliate or with which the Company or an Affiliate
combines.
“Ten Percent Stockholder” means an individual who owns
more than 10% of the total combined voting power of all classes of outstanding stock of the Company, its parent or any of its Subsidiaries.
In determining stock ownership, the attribution rules of Code Section 424(d) shall be applied.
“Termination Date” means the date that is 10 years after
the Effective Date, unless the Plan is earlier terminated by the Board under Section 5.2.
“Voting Securities” shall have the meaning set forth in
Section 15.2.2.
3. ADMINISTRATION OF THE PLAN
3.1. General
The Board shall have such powers and authorities related to the administration
of the Plan as are consistent with the Company’s certificate of incorporation and bylaws and applicable law. The Board shall have
the power and authority to delegate its responsibilities hereunder to the Committee, which shall have full authority to act in accordance
with its charter, and with respect to the power and authority of the Board to act hereunder, all references to the Board shall be deemed
to include a reference to the Committee, unless such power or authority is specifically reserved by the Board. Except as specifically
provided in Section 14 or as otherwise may be required by applicable law, regulatory requirement or the certificate of incorporation
or the bylaws of the Company, the Board shall have full power and authority to take all actions and to make all determinations required
or provided for under the Plan, any Award or any Award Agreement, and shall have full power and authority to take all such other actions
and make all such other determinations not inconsistent with the specific terms and provisions of the Plan that the Board deems to be
necessary or appropriate to the administration of the Plan. The Committee shall administer the Plan; provided, however, the Board
shall retain the right to exercise the authority of the Committee to the extent consistent with applicable law and the applicable requirements
of any securities exchange on which the Common Stock may then be listed. All actions, determinations and decisions by the Board or the
Committee under the Plan or any Award Agreement, or with respect to any Award, shall be in the sole discretion of the Board and shall
be final, binding and conclusive on all persons. Without limitation, the Board shall have full and final power and authority, subject
to the other terms of the Plan, to:
(i) designate Participants;
(ii) determine the type or types of Awards to be made to Participants;
(iii) determine the number of Shares to be subject to an Award;
(iv) establish the terms of each Award (including the Option Price of
any Option, the nature and duration of any restriction or condition (or provision for lapse thereof) relating to the vesting, exercise,
transfer or forfeiture of an Award or the Shares subject thereto and any terms or conditions that may be necessary to qualify Options
as Incentive Stock Options);
(v) subject to applicable law, delegate its authority and duties to
the Chief Executive Officer with respect to the granting of Options to individuals who are not Covered Employees or “insiders”
within the meaning of Section 16 of the Exchange Act. Any such delegation by the Board shall include a limitation as to the amount of
Options that may be granted during the period of the delegation and shall contain guidelines as to the determination of the exercise price
and the vesting criteria. The Board may revoke or amend the terms of a delegation at any time but such action shall not invalidate any
prior actions of the Board’ delegate or delegates that were consistent with the terms of the Plan.;
(vi) prescribe the form of each Award Agreement; and
(vii) amend, modify or supplement the terms of any outstanding Award
including the authority, in order to effectuate the purposes of the Plan, to modify Awards to foreign nationals or individuals who are
employed outside the United States to recognize differences in local law, tax policy or custom.
3.2. Separation from Service for Cause; Clawbacks
3.2.1. Separation from Service for Cause
The Company may annul an Award if the Participant incurs a Separation from
Service for Cause.
3.2.2. Clawbacks
All awards, amounts or benefits received or outstanding under the Plan shall
be subject to clawback, cancellation, recoupment, rescission, payback, reduction or other similar action in accordance with the terms
of any Company clawback or similar policy (the “Policy”) or any applicable law related to such actions, as may be in
effect from time to time. A Participant’s acceptance of an Award shall be deemed to constitute the Participant’s acknowledgement
of and consent to the Company’s application, implementation and enforcement of any applicable Policy that may apply to the Participant,
whether adopted prior to or following the Effective Date, and any provision of applicable law relating to clawback, cancellation, recoupment,
rescission, payback or reduction of compensation, and the Participant’s agreement that the Company may take such actions as may
be necessary to effectuate any such policy or applicable law, without further consideration or action.
3.3. Deferral Arrangement
The Board may permit or require the deferral of any Award payment into a
deferred compensation arrangement, subject to such rules and procedures as it may establish and in accordance with Section 409A, which
may include provisions for the payment or crediting of interest or dividend equivalents as provided in Section 17.10, including
converting such credits into deferred Share units.
3.4. No Liability
No member of the Board or of the Committee shall be liable for any action
or determination made in good faith with respect to the Plan, any Award or Award Agreement.
3.5. Book Entry
Notwithstanding any other provision of the Plan to the contrary, the Company
may elect to satisfy any requirement under the Plan for the delivery of stock certificates through the use of book entry.
3.6. No Repricing
Notwithstanding any provision herein to the contrary, the repricing or substitution
of Options or SARs is prohibited without prior approval of the Stockholders. For this purpose, a “repricing” means any of
the following (or any other action that has the same effect as any of the following): (i) changing the terms or conditions of an Option
or SAR to lower its Option Price or SAR Exercise Price; (ii) any other action that is treated as a “repricing” under generally
accepted accounting principles; and (iii) repurchasing for cash or canceling an Option or SAR at a time when its Option Price or SAR Exercise
Price is greater than the Fair Market Value of the underlying Shares in exchange for or substitution of another Award, unless the cancellation
and exchange occurs in connection with a change in capitalization or similar change under Section 15. A cancellation and exchange
under clause (iii) would be considered a “repricing” regardless of whether it is treated as a “repricing” under
generally accepted accounting principles and regardless of whether it is voluntary on the part of the Participant.
4. STOCK SUBJECT TO THE PLAN
4.1. Authorized Number of Shares
Subject to adjustment under Section 15, the total number of Shares
authorized to be awarded under the Plan shall not exceed 6,110,000 shares. The grant of any full value Award (i.e., an Award other
than an Option or a SAR) shall be deemed, for purposes of determining the number of Shares available for issuance under this Section
4.1, as an Award of two (2) Shares for each Share actually subject to the Award. The grant of an Option or SAR shall be deemed, for
purposes of determining the number of Shares available for issuance under this Section 4.1, as an Award for one (1) Share for each
such Share actually subject to the Award. Any Shares returned to the Plan pursuant to Section 4.2 shall be returned to the reserved
pool of Shares under the Plan in the same manner. In addition, Shares underlying any outstanding award granted under a Prior Plan that,
following the Effective Date, expires, or is terminated, surrendered or forfeited for any reason without issuance of Shares shall be available
for the grant of new Awards. As provided in Section 1, no new awards shall be granted under the Prior Plan following the Effective
Date. Shares issued under the Plan may consist in whole or in part of authorized but unissued Shares, treasury Shares or Shares purchased
on the open market or otherwise.
4.2. Share Counting
4.2.1. Any Award settled in cash shall not be counted as issued
Shares for any purpose under the Plan.
4.2.2. If any Award expires, or is terminated, surrendered or
forfeited, in whole or in part, the unissued Shares covered by such Award shall again be available for the grant of Awards.
4.2.3. If Shares issued pursuant to the Plan are repurchased
by, or are surrendered or forfeited to the Company at no more than cost, such Shares shall again be available for the grant of Awards.
4.2.4. If Shares issuable upon exercise, vesting or settlement
of an Award, or Shares owned by a Participant (which are not subject to any pledge or other security interest) are surrendered or tendered
to the Company in payment of the Option Price or Purchase Price of an Award, withheld upon the net settlement or net exercise of Options
or stock-settled SARs granted under the Plan, or any taxes required to be withheld in respect of an Award, in each case, in accordance
with the terms of the Plan and any applicable Award Agreement, such surrendered or tendered Shares shall not be available again for the
grant of Awards.
4.2.5. Substitute Awards shall not be counted against the number
of Shares available for the grant of Awards.
4.3. Award Limits
4.3.1. Incentive Stock Options
Subject to adjustment under Section 15, 6,110,000 Shares available
for issuance under the Plan shall be available for issuance as Incentive Stock Options.
4.3.2. Individual Award Limits for Section 162(m) -- Share-Based
Awards
Subject to adjustment under Section 15, the maximum number of each
type of Award (other than cash-based Performance Awards) granted to any Participant in any calendar year shall not exceed the following
number of Shares: (i) Options and SARs: 400,000 Shares; and (ii) all share-based Performance Awards (including Restricted Stock, RSUs
and Other Share-based Awards that are Performance Awards): 400,000 Shares.
4.3.3. Individual Award Limits for Section 162(m) -- Cash-Based Awards
The maximum amount of cash-based Performance Awards intended to qualify as
Performance-Based Compensation granted to any Participant in any calendar year shall not exceed the following: (i) Annual Incentive Awards:
$1,000,000; and (ii) all other cash-based Performance Awards: $1,000,000.
4.3.4. Director Awards
The maximum value of Awards granted during any calendar year to any Non-employee
Director, taken together with any cash fees paid to such Non-employee Director during the calendar year and the value of awards granted
to the Non-employee Director under any other equity compensation plan of the Company or an Affiliate during the calendar year, shall not
exceed the following in total value (calculating the value of any Awards or other equity compensation plan awards based on the fair market
value as of grant date for financial reporting purposes): (i) $500,000 for the non-employee Chair or Lead Director of the Board and (ii)
$425,000 for each Non-employee Director other than the Chair or Lead Director of the Board; provided, however, that awards granted
to Non-employee Directors upon their initial election to the Board or the board of directors of an Affiliate shall not be counted towards
the limit under this Section 4.3.4.
5. EFFECTIVE DATE, DURATION AND AMENDMENTS
5.1. Term
The Plan shall be effective as of the Effective Date, provided that
it has been approved by the Stockholders. The Plan shall terminate automatically on the 10-year anniversary of the Effective Date and
may be terminated on any earlier date as provided in Section 5.2.
5.2. Amendment and Termination of the Plan
The Board may, at any time and from time to time, amend, suspend or terminate
the Plan as to any Awards which have not been made. An amendment shall be contingent on approval of the Stockholders to the extent stated
by the Board, required by applicable law or required by applicable securities exchange listing requirements. No Awards shall be made after
the Termination Date. The applicable terms of the Plan, and any terms applicable to Awards granted prior to the Termination Date, shall
survive the termination of the Plan and continue to apply to such Awards. No amendment, suspension or termination of the Plan shall, without
the consent of the Participant, materially impair rights or obligations under any Award theretofore awarded.
6. AWARD ELIGIBILITY AND LIMITATIONS
6.1. Service Providers
Subject to this Section 6, Awards may be made to any Service Provider
as the Board may determine and designate from time to time.
6.2. Successive Awards
An eligible person may receive more than one Award, subject to such restrictions
as are provided herein.
6.3. Stand-Alone, Additional, Tandem, and Substitute Awards
Subject to Section 3.6 above, Awards may be granted either alone or in addition
to, in tandem with, or in substitution or exchange for, any other Award or any award granted under another plan of the Company, any Affiliate
or any business entity to be acquired by the Company or an Affiliate, or any other right of a Participant to receive payment from the
Company or any Affiliate. Such additional, tandem or substitute or exchange Awards may be granted at any time. If an Award is granted
in substitution or exchange for another award, the Board shall have the right to require the surrender of such other award in consideration
for the grant of the new Award. Subject to the requirements of applicable law, the Board may make Awards in substitution or exchange for
any other award under another plan of the Company, any Affiliate or any business entity to be acquired by the Company or an Affiliate.
In addition, Awards may be granted in lieu of cash compensation, including in lieu of cash amounts payable under other plans of the Company
or any Affiliate, in which the value of Shares subject to the Award is equivalent in value to the cash compensation (for example, RSUs
or Restricted Stock).
6.4. Minimum Vesting
Notwithstanding any other provision of the Plan to the contrary, Share-based
Awards granted under the Plan shall vest no earlier than the first anniversary of the date the Award is granted, excluding, for this purpose,
any (i) Substitute Awards, (ii) Shares delivered in lieu of fully vested cash Awards, and (iii) Awards to Non-employee Directors that
vest on the earlier of the one year anniversary of the date of grant or the next annual meeting of stockholders (provided that such vesting
period under this clause (iii) may not be less than 50 weeks after grant; provided, that, the Board may grant Share-based Awards without
regard to the foregoing minimum vesting requirement with respect to a maximum of five percent (5%) of the available share reserve authorized
for issuance under the Plan pursuant to Section 4.1 (subject to adjustment under Section 15); and, provided further, for the avoidance
of doubt, that the foregoing restriction does not apply to the Committee’s discretion to provide for accelerated exercisability
or vesting of any Award, including in cases of retirement, death, disability or a Change in Control, in the terms of the Award or otherwise.
7. AWARD AGREEMENT
The grant of any Award may be contingent upon the Participant executing an
appropriate Award Agreement, in such form or forms as the Board shall from time to time determine. Without limiting the foregoing, an
Award Agreement may be provided in the form of a notice which provides that acceptance of the Award constitutes acceptance of all terms
of the Plan and the notice. Award Agreements granted from time to time or at the same time need not contain similar provisions but shall
be consistent with the terms of the Plan. Each Award Agreement evidencing an Award of Options shall specify whether such Options are intended
to be Nonqualified Stock Options or Incentive Stock Options, and in the absence of such specification such options shall be deemed Nonqualified
Stock Options.
8. TERMS AND CONDITIONS OF OPTIONS
8.1. Option Price
The Option Price of each Option shall be fixed by the Board and stated in
the related Award Agreement. The Option Price of each Option (except those that constitute Substitute Awards) shall be at least the Fair
Market Value on the Grant Date; provided, however, that in the event that a Participant is a Ten Percent Stockholder as of the
Grant Date, the Option Price of an Option granted to such Participant that is intended to be an Incentive Stock Option shall be not less
than 110 percent of the Fair Market Value on the Grant Date. In no case shall the Option Price of any Option be less than the par value
of a Share.
8.2. Vesting
Subject to Section 8.3, each Option shall become exercisable at such
times and under such conditions (including performance requirements) as stated in the Award Agreement.
8.3. Term
Each Option shall terminate, and all rights to purchase Shares thereunder
shall cease, upon the expiration of the Option term stated in the Award Agreement not to exceed 10 years from the Grant Date, or under
such circumstances and on such date prior thereto as is set forth in the Plan or as may be fixed by the Board and stated in the related
Award Agreement; provided, however, that in the event that the Participant is a Ten Percent Stockholder, an Option granted to such
Participant that is intended to be an Incentive Stock Option at the Grant Date shall not be exercisable after the expiration of five years
from its Grant Date.
8.4. Limitations on Exercise of Option
Notwithstanding any other provision of the Plan, in no event may any Option
be exercised, in whole or in part, (i) prior to the date the Plan is approved by the Stockholders as provided herein or (ii) after the
occurrence of an event which results in termination of the Option.
8.5. Method of Exercise
An Option that is exercisable may be exercised by the Participant’s
delivery of a notice of exercise to the Company, setting forth the number of Shares with respect to which the Option is to be exercised,
accompanied by full payment for the Shares. To be effective, notice of exercise must be made in accordance with procedures established
by the Company from time to time.
8.6. Rights of Holders of Options
Unless otherwise provided in the applicable Award Agreement, an individual
holding or exercising an Option shall have none of the rights of a Stockholder (for example, the right to direct the voting of the subject
Shares) until the Shares covered thereby are fully paid and issued to him or her. An individual holding an Option shall not have the right
to receive cash or dividend payments or distributions attributable to the subject Shares until the Option has been exercised and the Shares
covered thereby are fully paid and issued to him or her. Except as provided in Section 15 or the related Award Agreement, no adjustment
shall be made for dividends, distributions or other rights for which the record date is prior to the date of such issuance.
8.7. Delivery of Stock Certificates
Subject to Section 3.5, promptly after the exercise of an Option by
a Participant and the payment in full of the Option Price, such Participant shall be entitled to the issuance of a stock certificate which
evidences, or electronic notice of a book entry which records, his or her ownership of the Shares subject to the Option.
8.8. Limitations on Incentive Stock Options
An Option shall constitute an Incentive Stock Option only (i) if the Participant
of such Option is an employee of the Company or any Subsidiary of the Company; (ii) to the extent specifically provided in the related
Award Agreement; and (iii) to the extent that the aggregate Fair Market Value (determined at the time the Option is granted) of the Shares
with respect to which all Incentive Stock Options held by such Participant become exercisable for the first time during any calendar year
(under the Plan and all other plans of the Participant’s employer and its Affiliates) does not exceed $100,000. This limitation
shall be applied by taking Options into account in the order in which they were granted. No Option shall be treated as an Incentive Stock
Option unless the Plan has been approved by the Stockholders in a manner intended to comply with the stockholder approval requirements
of Code Section 422(b)(1); provided, however, that any Option intended to be an Incentive Stock Option shall not fail to
be effective solely on account of a failure to obtain such approval, but rather such Option shall be treated as a Nonqualified Stock Option
unless and until such stockholder approval is obtained.
9. TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS (SARs)
9.1. Right to Payment
A SAR shall confer on the Participant a right to receive, upon exercise thereof,
the excess of (i) the Fair Market Value on the date of exercise over (ii) the SAR Exercise Price, as determined by the Board. The Award
Agreement for a SAR (except those that constitute Substitute Awards) shall specify the SAR Exercise Price, which shall be fixed on the
Grant Date as not less than the Fair Market Value on that date. SARs may be granted alone or in conjunction with all or part of an Option
or at any subsequent time during the term of such Option or in conjunction with all or part of any other Award. A SAR granted in tandem
with an outstanding Option following the Grant Date of such Option shall have a grant price that is equal to the Option Price; provided,
however, that the SAR’s grant price may not be less than the Fair Market Value on the Grant Date of the SAR to the extent required
by Section 409A.
9.2. Other Terms
The Board shall determine at the Grant Date or thereafter, the time or times
at which and the circumstances under which a SAR may be exercised in whole or in part (including based on achievement of performance goals
or future service requirements), the time or times at which SARs shall cease to be or become exercisable following Separation from Service
or upon other conditions, the method of exercise, whether or not a SAR shall be in tandem or in combination with any other Award and any
other terms of any SAR.
9.3. Term of SARs
The term of a SAR granted under the Plan shall be determined by the Board;
provided, however, that such term shall not exceed 10 years.
9.4. Payment of SAR Amount
Upon exercise of a SAR, a Participant shall be entitled to receive payment
from the Company (in cash or Shares, as set forth in the Award Agreement) in an amount determined by multiplying:
(i) the difference between the Fair Market Value on the date of exercise
over the SAR Exercise Price; by
(ii) the number of Shares with respect to which the SAR is exercised.
10. TERMS AND CONDITIONS OF RESTRICTED STOCK AND RESTRICTED STOCK UNITS (RSUs)
10.1. Restrictions (applicable to Restricted Stock and RSUs)
At the time of grant, the Board may establish a period of time (a “Service
Period”) and any additional restrictions including the satisfaction of corporate or individual performance objectives applicable
to an Award of Restricted Stock or RSUs. Each Award of Restricted Stock or RSUs may be subject to a different Service Period and additional
restrictions. Neither Restricted Stock nor RSUs may be sold, transferred, assigned, pledged or otherwise encumbered or disposed of during
the Service Period or prior to the satisfaction of any other applicable restrictions.
10.2. Delivery of Shares (applicable to Restricted Stock and RSUs)
Subject to Section 3.5, upon the expiration or termination of any
Service Period and the satisfaction of any other conditions prescribed by the Board, the restrictions applicable to Shares of Restricted
Stock or RSUs settled in Shares shall lapse, and, unless otherwise provided in the applicable Award Agreement, a stock certificate for
such Shares shall be delivered, free of all such restrictions, to the Participant or the Participant’s beneficiary or estate, as
the case may be.
10.3. Rights of Holders of Restricted Stock (applicable to Restricted
Stock, not RSUs)
Unless otherwise provided in the applicable Award Agreement, holders of Restricted
Stock shall have rights as Stockholders, including voting and dividend rights; provided, however, any dividends with respect to
the Restricted Stock shall be withheld by the Company for the Participant’s account, and interest may be credited on the amount
of the dividends withheld at a rate and subject to such terms as determined by the Committee. The dividends so withheld by the Committee
and attributable to any particular share of Restricted Stock (and earnings thereon, if applicable) shall be distributed to the Participant
in cash or, at the discretion of the Committee, in Shares having a Fair Market Value equal to the amount of such dividends, if applicable,
upon the release of restrictions on such Share and, if such Share is forfeited, the Participant shall have no right to such dividends.
10.4. Purchase of Restricted Stock (applicable to Restricted Stock,
not RSUs)
The Participant shall be required, to the extent required by applicable law,
to purchase the Restricted Stock from the Company at a Purchase Price equal to the greater of (i) the aggregate par value of the Shares
represented by such Restricted Stock or (ii) the Purchase Price, if any, specified in the related Award Agreement. If specified in the
Award Agreement, the Purchase Price may be deemed paid by services already rendered. The Purchase Price shall be payable in a form described
in Section 11 or, if so determined by the Board, in consideration for past services rendered.
10.5. Restricted Stock Certificates (applicable to Restricted Stock,
not RSUs)
Subject to Section 3.5, the Company shall issue, in the name of each
Participant to whom Restricted Stock has been granted, stock certificates or other evidence of ownership representing the total number
of Shares of Restricted Stock granted to the Participant, as soon as reasonably practicable after the Grant Date. The Board may provide
in an Award Agreement that either (i) the Secretary of the Company shall hold any stock certificates for the Participant’s benefit
until such time as the Restricted Stock is forfeited to the Company or the restrictions lapse or (ii) such certificates shall be delivered
to the Participant; provided, however, that such certificates shall bear a legend or legends that comply with the applicable securities
laws and regulations and make appropriate reference to the restrictions imposed under the Plan and the Award Agreement.
10.6. Rights of Holders of RSUs (applicable to RSUs, not Restricted
Stock)
10.6.1. Settlement of RSUs
RSUs may be settled in cash or Shares, as set forth in the Award Agreement.
The Award Agreement shall also set forth whether the RSUs shall be settled (i) within the time period specified in Section 409A for short
term deferrals or (ii) otherwise within the requirements of Section 409A, in which case the Award Agreement shall specify upon which events
such RSUs shall be settled.
10.6.2. Voting and Dividend Rights
Unless otherwise provided in the applicable Award Agreement, holders of RSUs
shall not have rights as Stockholders, including voting or dividend or dividend equivalents rights. Dividend equivalent rights may be
granted with respect to RSUs pursuant to Section 17.10.
10.6.3. Creditor’s Rights
A holder of RSUs shall have no rights other than those of a general creditor
of the Company. RSUs represent an unfunded and unsecured obligation of the Company, subject to the terms of the applicable Award Agreement.
11. FORM OF PAYMENT FOR OPTIONS AND RESTRICTED STOCK
11.1. General Rule
Payment of the Option Price for the Shares purchased pursuant to the exercise
of an Option or the Purchase Price for Restricted Stock shall be made in cash or in cash equivalents acceptable to the Company, except
as provided in this Section 11.
11.2. Surrender of Shares
To the extent the Award Agreement so provides, payment of the Option Price
for Shares purchased pursuant to the exercise of an Option or the Purchase Price for Restricted Stock may be made all or in part through
the tender to the Company of Shares, which Shares shall be valued, for purposes of determining the extent to which the Option Price or
Purchase Price for Restricted Stock has been paid thereby, at their Fair Market Value on the date of exercise or surrender. Notwithstanding
the foregoing, in the case of an Incentive Stock Option, the right to make payment in the form of already-owned Shares may be authorized
only at the time of grant.
11.3. Cashless Exercise
With respect to an Option only (and not with respect to Restricted Stock),
to the extent permitted by law and to the extent the Award Agreement so provides, payment of the Option Price may be made all or in part
by delivery (on a form acceptable to the Company) of an irrevocable direction to a licensed securities broker acceptable to the Company
to sell Shares and to deliver all or part of the sales proceeds to the Company in payment of the Option Price and any withholding taxes
described in Section 17.3.
11.4. Other Forms of Payment
To the extent the Award Agreement so provides, payment of the Option Price
or the Purchase Price for Restricted Stock may be made in any other form that is consistent with applicable laws, regulations and rules,
including the Company’s withholding of Shares otherwise due to the exercising Participant.
12. TERMS AND CONDITIONS OF PERFORMANCE AWARDS
12.1. Performance Conditions
The right of a Participant to exercise or receive a grant or settlement of
any Award, and the timing thereof, may be subject to such performance conditions as may be specified by the Board. The Board may use such
business criteria and other measures of performance as it may deem appropriate in establishing any performance conditions, and may reduce
the amounts payable under any Award subject to performance conditions, except as limited under Section 12.2 in the case of Performance-Based
Compensation.
12.2. Performance Awards Granted to Designated Covered Employees
If and to the extent that the Board determines that a Performance Award to
be granted to a Participant who is designated by the Board as likely to be a Covered Employee should qualify as Performance-Based Compensation,
the grant, exercise or settlement of such Performance Award shall be contingent upon achievement of pre-established performance goals
and other terms set forth in this Section 12.2. Notwithstanding anything herein to the contrary, the Board may provide for Performance
Awards to Covered Employees that are not intended to qualify as Performance-Based Compensation.
12.2.1. Performance Goals Generally
The performance goals for Performance Awards shall consist of one or more
business criteria and a targeted level or levels of performance with respect to each of such criteria, as specified by the Board consistent
with this Section 12.2. Performance goals shall be objective and shall otherwise meet the requirements of Section 162(m), including
the requirement that the level or levels of performance targeted by the Board result in the achievement of performance goals being “substantially
uncertain.” The Board may determine that Performance Awards shall be granted, exercised or settled upon achievement of any one performance
goal or that two or more of the performance goals must be achieved as a condition to grant, exercise or settlement of the Performance
Awards. Performance goals may be established on a Company-wide basis, or with respect to one or more business units, divisions, Affiliates
or business segments, as applicable. To the extent consistent with the requirements of Section 162(m), the Committee may determine at
the time that goals under this Section 12 are established the extent to which measurement of performance goals may exclude the
impact of charges for restructuring, discontinued operations, extraordinary items, debt redemption or retirement, asset write downs, litigation
or claim judgments or settlements, acquisitions or divestitures, foreign exchange gains and losses and other extraordinary, unusual or
non-recurring items, and the cumulative effects of tax or accounting changes (each as defined by generally accepted accounting principles
and as identified in the Company’s financial statements or other SEC filings). Performance goals may differ for Performance Awards
granted to any one Participant or to different Participants.
12.2.2. Business Criteria
One or more of the following business criteria for the Company, on a consolidated
basis, or specified Affiliates or business units of the Company (except with respect to the total stockholder return and earnings per
share criteria), shall be used exclusively by the Board in establishing performance goals for Performance Awards: (i) cash flow; (ii)
earnings per share, as adjusted for any stock split, stock dividend or other recapitalization; (iii) earnings measures; (iv) return on
equity; (v) total stockholder return; (vi) share price performance, as adjusted for any stock split, stock dividend or other recapitalization;
(vii) return on capital; (viii) revenue; (ix) income; (x) profit margin; (xi) return on operating revenue; (xii) brand recognition or
acceptance; (xiii) customer satisfaction; (xiv) productivity; (xv) expense targets; (xvi) market share; (xvii) cost control measures;
(xviii) balance sheet metrics; (xix) strategic initiatives; (xx) implementation, completion or attainment of measurable objectives with
respect to recruitment or retention of personnel or employee satisfaction; (xxi) regulatory body approval for commercialization of a product;
(xxii) implementation or completion of critical projects; or (xxiii) any other business criteria established by the Board; provided,
however, that such business criteria shall include any derivations of business criteria listed above (e.g., income shall include
pre-tax income, net income and operating income).
12.2.3. Timing for Establishing Performance Goals
Performance goals shall be established not later than 90 days after the beginning
of any performance period applicable to Performance Awards, or at such other date as may be required or permitted for Performance-Based
Compensation.
12.2.4. Settlement of Performance Awards; Other Terms
Settlement of Performance Awards may be in cash, Shares, other Awards or
other property. The Board may reduce the amount of a settlement otherwise to be made in connection with such Performance Awards.
12.3. Written Determinations
All determinations by the Board as to the establishment of performance goals,
the amount of any Performance Award pool or potential individual Performance Awards and the achievement of performance goals relating
to Performance Awards, shall be made in writing in the case of any Award intended to qualify as Performance-Based Compensation to the
extent required by Section 162(m). To the extent permitted by Section 162(m), the Board may delegate any responsibility relating to Performance
Awards.
12.4. Status of Section 12.2 Awards under Section 162(m)
It is the intent of the Company that Performance Awards under Section
12.2 granted to persons who are designated by the Board as likely to be Covered Employees within the meaning of Section 162(m) shall,
if so designated by the Board, qualify as Performance-Based Compensation. Accordingly, the terms of Section 12.2, including the
definitions of Covered Employee and other terms used therein, shall be interpreted in a manner consistent with Section 162(m). The foregoing
notwithstanding, because the Board 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
Board, at the time of grant of Performance Awards, as likely to be a Covered Employee with respect to that fiscal year. If any provision
of the Plan or any agreement relating to such Performance Awards does not comply or is inconsistent with the requirements of Section 162(m),
such provision shall be construed or deemed amended to the extent necessary to conform to such requirements.
13. OTHER SHARE-BASED AWARDS
13.1. Grant of Other Share-based Awards
Other Share-based Awards may be granted either alone or in addition to or
in conjunction with other Awards. Other Share-based Awards may be granted in lieu of other cash or other compensation to which a Service
Provider is entitled from the Company or may be used in the settlement of amounts payable in Shares under any other compensation plan
or arrangement of the Company, including any other Company incentive compensation plan. The Board shall have the authority to determine
the persons to whom and the time or times at which such Awards will be made, the number of Shares to be granted pursuant to such Awards,
and all other terms of such Awards. Unless the Board determines otherwise, any such Award shall be confirmed by an Award Agreement, which
shall contain such provisions as the Board determines to be necessary or appropriate to carry out the intent of the Plan with respect
to such Award.
13.2. Terms of Other Share-based Awards
Any Common Stock subject to Awards made under this Section 13 may
not be sold, assigned, transferred, pledged or otherwise encumbered prior to the date on which the Shares are issued, or, if later, the
date on which any applicable restriction, performance or deferral period lapses.
14. REQUIREMENTS OF LAW
14.1. General
The Company shall not be required to sell or issue any Shares under any Award
if the sale or issuance of such Shares would constitute a violation by the Participant, any other individual exercising an Option or the
Company of any provision of any law or regulation of any governmental authority, including any federal or state securities laws or regulations.
If at any time the Board determines that the listing, registration or qualification of any Shares subject to an Award upon any securities
exchange or under any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the issuance or
purchase of Shares hereunder, no Shares may be issued or sold to the Participant or any other individual exercising an Option pursuant
to such Award unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions
not acceptable to the Company, and any delay caused thereby shall in no way affect the date of termination of the Award. Specifically,
in connection with the Securities Act, upon the exercise of any Option or the delivery of any Shares underlying an Award, unless a registration
statement under such Act is in effect with respect to the Shares covered by such Award, the Company shall not be required to sell or issue
such Shares unless the Board has received evidence satisfactory to it that the Participant or any other individual exercising an Option
may acquire such Shares pursuant to an exemption from registration under the Securities Act. The Company may, but shall in no event be
obligated to, register any securities covered hereby pursuant to the Securities Act. The Company shall not be obligated to take any affirmative
action in order to cause the exercise of an Option or the issuance of Shares pursuant to the Plan to comply with any law or regulation
of any governmental authority. As to any jurisdiction that expressly imposes the requirement that an Option shall not be exercisable until
the Shares covered by such Option are registered or are exempt from registration, the exercise of such Option (under circumstances in
which the laws of such jurisdiction apply) shall be deemed conditioned upon the effectiveness of such registration or the availability
of such an exemption. The Committee may require the Participant to sign such additional documentation, make such representations and furnish
such information as it may consider appropriate in connection with the grant of Awards or issuance or delivery of Shares in compliance
with applicable laws, rules and regulations.
14.2. Rule 16b-3
During any time when the Company has a class of equity security registered
under Section 12 of the Exchange Act, it is the intent of the Company that Awards and the exercise of Options will qualify for the exemption
provided by Rule 16b-3 under the Exchange Act. To the extent that any provision of the Plan or action by the Board or Committee does not
comply with the requirements of Rule 16b-3, it shall be deemed inoperative to the extent permitted by law and deemed advisable by the
Board, and shall not affect the validity of the Plan. In the event that Rule 16b-3 is revised or replaced, the Board may modify the Plan
in any respect necessary to satisfy the requirements of, or to take advantage of any features of, the revised exemption or its replacement.
15. EFFECT OF CHANGES IN CAPITALIZATION
15.1. Adjustments for Changes in Capital Structure
Subject to any required action by the Stockholders, in the event of any change
in the Common Stock effected without receipt of consideration by the Company, whether through merger, consolidation, reorganization, reincorporation,
recapitalization, reclassification, stock dividend, stock split, reverse stock split, split-up, split-off, spin-off, combination of shares,
exchange of shares or similar change in the capital structure of the Company, or in the event of payment of a dividend or distribution
to the Stockholders in a form other than Shares (excepting normal cash dividends) that has a material effect on the Fair Market Value,
appropriate and proportionate adjustments shall be made in the number and class of shares subject to the Plan and to any outstanding Awards,
and in the Option Price, SAR Exercise Price or Purchase Price per Share of any outstanding Awards in order to prevent dilution or enlargement
of Participants’ rights under the Plan. For purposes of the foregoing, conversion of any convertible securities of the Company shall
not be treated as “effected without receipt of consideration by the Company.” If a majority of the Shares which are of the
same class as the Shares that are subject to outstanding Awards are exchanged for, converted into, or otherwise become (whether or not
pursuant to a Change in Control) shares of another corporation (the “New Shares”), the Board may unilaterally amend
the outstanding Awards to provide that such Awards are for New Shares. In the event of any such amendment, the number of Shares subject
to, and the Option Price, SAR Exercise Price or Purchase Price per Share of, the outstanding Awards shall be adjusted in a fair and equitable
manner. Any fractional share resulting from an adjustment pursuant to this Section 15.1 shall be rounded down to the nearest whole
number and the Option Price, SAR Exercise Price or Purchase Price per share shall be rounded up to the nearest whole cent. In no event
may the exercise price of any Award be decreased to an amount less than the par value, if any, of the stock subject to the Award. The
Board may also make such adjustments in the terms of any Award to reflect, or related to, such changes in the capital structure of the
Company or distributions as it deems appropriate. Adjustments determined by the Board pursuant to this Section 15.1 shall be made
in accordance with Section 409A to the extent applicable.
15.2. Change in Control
15.2.1. Consequences of a Change in Control
Subject to the requirements and limitations of Section 409A if applicable,
the Board may provide for any one or more of the following in connection with a Change in Control, which such actions need not be the
same for all Participants:
(a) Accelerated Vesting. The Board may provide in any Award Agreement,
or in the event of a Change in Control may take such actions as it deems appropriate to provide, for the acceleration of the exercisability,
vesting or settlement in connection with such Change in Control of each or any outstanding Award or portion thereof and Shares acquired
pursuant thereto upon such terms, including a Participant’s Separation from Service prior to, upon, or following such Change in
Control, to such extent as determined by the Board.
(b) Assumption, Continuation or Substitution. In the event of
a Change in Control, the surviving, continuing, successor or purchasing corporation or other business entity or parent thereof, as the
case may be (the “Acquiror”), may, without the consent of any Participant, either assume or continue the Company’s
rights and obligations under each or any Award or portion thereof outstanding immediately prior to the Change in Control or substitute
for each or any such outstanding Award or portion thereof a substantially equivalent award with respect to the Acquiror’s stock,
as applicable. For purposes of this Section 15.2.1, an Award denominated in Shares shall be deemed assumed if, following the Change
in Control, the Award confers the right to receive, subject to the terms of the Plan and the applicable Award Agreement, for each Share
subject to the Award immediately prior to the Change in Control, the consideration (whether stock, cash, other securities or property
or a combination thereof) to which a Stockholder on the effective date of the Change in Control was entitled; provided, however,
that if such consideration is not solely common stock of the Acquiror, the Board may, with the consent of the Acquiror, provide for the
consideration to be received upon the exercise or settlement of the Award, for each Share subject to the Award, to consist solely of common
stock of the Acquiror equal in Fair Market Value to the per Share consideration received by Stockholders pursuant to the Change in Control.
If any portion of such consideration may be received by Stockholders pursuant to the Change in Control on a contingent or delayed basis,
the Board may determine such Fair Market Value as of the time of the Change in Control on the basis of the Board’s estimate of the
present value of the probable future payment of such consideration. Any Award or portion thereof which is neither assumed or continued
by the Acquiror in connection with the Change in Control nor exercised or settled as of the time of consummation of the Change in Control
shall terminate and cease to be outstanding effective as of the time of consummation of the Change in Control.
(c) Cash-Out of Awards. The Board may, without the consent of
any Participant, determine that, upon the occurrence of a Change in Control, each or any Award or a portion thereof outstanding immediately
prior to the Change in Control and not previously exercised or settled shall be canceled in exchange for a payment with respect to each
vested Share (and each unvested Share, if so determined by the Board) subject to such canceled Award in (i) cash, (ii) stock of the Company
or of a corporation or other business entity a party to the Change in Control or (iii) other property which, in any such case, shall be
in an amount having a Fair Market Value equal to the Fair Market Value of the consideration to be paid per Share in the Change in Control,
reduced by the exercise or purchase price per Share, if any, under such Award. If any portion of such consideration may be received by
Stockholders pursuant to the Change in Control on a contingent or delayed basis, the Board may determine such Fair Market Value as of
the time of the Change in Control on the basis of the Board’s estimate of the present value of the probable future payment of such
consideration. In the event such determination is made by the Board, the amount of such payment (reduced by applicable withholding taxes,
if any) shall be paid to Participants in respect of the vested portions of their canceled Awards as soon as practicable following the
date of the Change in Control and in respect of the unvested portions of their canceled Awards in accordance with the vesting schedules
applicable to such Awards. For avoidance of doubt, if the amount determined pursuant to this Section 15.2.1(c) for an Option or
SAR is zero or less, the affected Option or SAR may be cancelled without any payment therefore.
15.2.2. Change in Control Defined
Unless otherwise provided in the applicable Award Agreement, a “Change
in Control” means the consummation of any of the following events:
(a) the acquisition, other than from the Company, by any individual,
entity or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act), other than the Company or any subsidiary,
affiliate (within the meaning of Rule 144 promulgated under the Securities Act) or employee benefit plan of the Company, of beneficial
ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than 50% of the combined voting power of the then
outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Voting Securities”);
or
(b) a reorganization, merger, consolidation or recapitalization of the
Company (a “Business Combination”), other than a Business Combination in which more than 50% of the combined voting
power of the outstanding voting securities of the surviving or resulting entity immediately following the Business Combination is held
by the persons who, immediately prior to the Business Combination, were the holders of the Voting Securities; or
(c) a complete liquidation or dissolution of the Company, or a sale
of all or substantially all of the assets of the Company; or
(d) during any period of 12 consecutive months, the Incumbent Directors
cease to constitute a majority of the Board; “Incumbent Directors” means individuals who were members of the Board
at the beginning of such period or individuals whose election or nomination for election to the Board by the Stockholders was approved
by a vote of at least a majority of the then Incumbent Directors (but excluding any individual whose initial election or nomination is
in connection with an actual or threatened proxy contest relating to the election of directors). Notwithstanding the foregoing, if it
is determined that an Award is subject to the requirements of Section 409A and payable upon a Change in Control, the Company will not
be deemed to have undergone a Change in Control for purposes of the Plan unless the Company is deemed to have undergone a “change
in control event” pursuant to the definition of such term in Section 409A.
15.3. Adjustments
Adjustments under this Section 15 related to Shares or other securities
of the Company shall be made by the Board. No fractional Shares or other securities shall be issued pursuant to any such adjustment, and
any fractions resulting from any such adjustment shall be eliminated in each case by rounding downward to the nearest whole Share.
16. NO LIMITATIONS ON COMPANY
The making of Awards shall not affect or limit in any way the right or power
of the Company to make adjustments, reclassifications, reorganizations or changes of its capital or business structure or to merge, consolidate,
dissolve or liquidate, or to sell or transfer all or any part of its business or assets.
17. TERMS APPLICABLE GENERALLY TO AWARDS
17.1. Disclaimer of Rights
No provision in the Plan or in any Award Agreement shall be construed to
confer upon any individual the right to remain in the employ or service of the Company or any Affiliate, or to interfere in any way with
any contractual or other right or authority of the Company or any Affiliate either to increase or decrease the compensation or other payments
to any individual at any time, or to terminate any employment or other relationship between any individual and the Company or any Affiliate.
In addition, notwithstanding anything contained in the Plan to the contrary, unless otherwise provided in the applicable Award Agreement,
no Award shall be affected by any change of duties or position of the Participant, so long as such Participant continues to be a Service
Provider. The obligation of the Company to pay any benefits pursuant to the Plan shall be interpreted as a contractual obligation to pay
only those amounts described herein, in the manner and under the conditions prescribed herein. The Plan shall in no way be interpreted
to require the Company to transfer any amounts to a third party trustee or otherwise hold any amounts in trust or escrow for payment to
any Participant or beneficiary under the terms of the Plan.
17.2. Nonexclusivity of the Plan
Neither the adoption of the Plan nor the submission of the Plan to the Stockholders
for approval shall be construed as creating any limitations upon the right or authority of the Board or its delegate to adopt such other
compensation arrangements as the Board or its delegate determines desirable.
17.3. Withholding Taxes
The Company or an Affiliate, as the case may be, shall have the right to
deduct from payments of any kind otherwise due to a Participant any federal, state or local taxes of any kind required by law to be withheld
(i) with respect to the vesting of or other lapse of restrictions applicable to an Award, (ii) upon the issuance of any Shares upon the
exercise of an Option or SAR or (iii) otherwise due in connection with an Award. At the time of such vesting, lapse or exercise, the Participant
shall pay to the Company or the Affiliate, as the case may be, any amount that the Company or the Affiliate may reasonably determine to
be necessary to satisfy such withholding obligation. In addition, the Board may provide one or more Participants with the right to direct
the Company to withhold, from the Shares otherwise issuable upon the exercise of an Option or Stock Appreciation Right or upon the issuance
of fully-vested Shares (whether pursuant to Restricted Stock, RSUs, Other Share-based Awards, or otherwise), a portion of those Shares
with an aggregate Fair Market Value equal to the percentage of the applicable withholding taxes (not to exceed one hundred percent (100%))
designated by the Participant; provided, however, that the amount of any Shares so withheld shall not exceed the amount
necessary to satisfy the Company’s required tax withholding obligations using not more than the applicable maximum statutory withholding
rates (or such other rates as required to avoid adverse accounting treatment as determined by the Board). The Fair Market Value of the
Shares used to satisfy such withholding obligation shall be determined by the Company or the Affiliate as of the date that the amount
of tax to be withheld is to be determined. A Participant who has made an election pursuant to this Section 17.3 may satisfy his
or her withholding obligation only with Shares that are not subject to any repurchase, forfeiture, unfulfilled vesting or other similar
requirements.
17.4. Other Provisions; Legends
Each Award Agreement may contain such other terms not inconsistent with the
Plan as may be determined by the Board. Any stock certificates for any Shares issued under the Plan shall be subject to such stop-transfer
orders and other restrictions as the Company in its sole discretion may deem advisable under the rules, regulations and other requirements
of the SEC, any securities exchange on which the Common Stock may then be listed and any applicable federal or state securities law, and
the Company in its sole discretion may cause a legend or legends to be placed on such certificates to make appropriate reference to such
restrictions.
17.5. Severability
If any provision of the Plan or any Award Agreement shall be determined to
be illegal or unenforceable by any court of law in any jurisdiction, the remaining provisions hereof and thereof shall be severable and
enforceable in accordance with their terms, and all provisions shall remain enforceable in any other jurisdiction.
17.6. Governing Law
The Plan shall be governed by and construed in accordance with the internal
laws of the Commonwealth of Massachusetts without regard to the principles of conflicts of law thereof or principles of conflicts of laws
of any other jurisdiction that could cause the application of the laws of any jurisdiction other than the Commonwealth of Massachusetts.
For purposes of resolving any dispute that arises directly or indirectly in connection with the Plan, each Participant, by virtue of receiving
an Award, shall be deemed to have submitted to and consented to the exclusive jurisdiction of the Commonwealth of Massachusetts and to
have agreed that any related litigation shall be conducted solely in the courts of Middlesex County, Massachusetts or the United States
District Court for the District of Massachusetts, where the Plan is made and to be performed, and no other courts.
17.7. Section 409A
The Plan is intended to comply with Section 409A, and, accordingly, to the
maximum extent permitted, the Plan shall be interpreted and administered to be in compliance therewith. Any payments described in the
Plan that are due within the “short-term deferral period” as defined in Section 409A shall not be treated as deferred compensation
unless applicable laws require otherwise. Notwithstanding anything to the contrary in the Plan, to the extent required to avoid accelerated
taxation and tax penalties under Section 409A, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant
to the Plan during the six-month period immediately following the Participant’s Separation from Service shall instead be paid on
the first payroll date after the six-month anniversary of the Participant’s Separation from Service (or the Participant’s
death, if earlier). Notwithstanding the foregoing, neither the Company nor the Committee shall have any obligation to take any action
to prevent the assessment of any excise tax or penalty on any Participant under Section 409A and neither the Company nor the Board shall
have any liability to any Participant for such tax or penalty.
17.8. Separation from Service
The Board shall determine the effect of a Separation from Service upon Awards,
and such effect shall be set forth in the applicable Award Agreement. Without limiting the foregoing, the Board may provide in the Award
Agreements at the time of grant, or any time thereafter with the consent of the Participant, the actions that will be taken upon the occurrence
of a Separation from Service, including accelerated vesting or termination, depending upon the circumstances surrounding the Separation
from Service.
17.9. Transferability of Awards
17.9.1. Transfers in General
Except as provided in Section 17.9.2, no Award shall be assignable
or transferable by the Participant to whom it is granted, other than by will or the laws of descent and distribution, and, during the
lifetime of the Participant, only the Participant personally (or the Participant’s personal representative) may exercise rights
under the Plan.
17.9.2. Family Transfers
If authorized in the applicable Award Agreement, a Participant may transfer,
not for value, all or part of an Award (other than Incentive Stock Options) to any Family Member. For the purpose of this Section 17.9.2,
a “not for value” transfer is a transfer which is (i) a gift, (ii) a transfer under a domestic relations order in settlement
of marital property rights or (iii) a transfer to an entity in which more than 50% of the voting interests are owned by Family Members
(or the Participant) in exchange for an interest in that entity. Following a transfer under this Section 17.9.2, any such Award
shall continue to be subject to the same terms as were applicable immediately prior to transfer. Subsequent transfers of transferred Awards
are prohibited except to Family Members of the original Participant in accordance with this Section 17.9.2 or by will or the laws
of descent and distribution.
17.10. Dividends and Dividend Equivalent Rights
If specified in the Award Agreement, the recipient of an Award may be entitled
to receive, currently or on a deferred basis, dividends or dividend equivalents with respect to the Common Stock or other securities covered
by an Award; provided, however, that no dividends or dividend equivalents may be paid or granted with respect to an Option or SAR
or the Shares subject thereto until such Award has been exercised. The terms of a dividend equivalent right may be set forth in the Award
Agreement. Dividend equivalents credited to a Participant may be paid currently or may be deemed to be reinvested in additional Shares
or other securities of the Company at a price per unit equal to the Fair Market Value on the date that such dividend was paid to Stockholders.
Notwithstanding the foregoing, in no event will dividends or dividend equivalents on any Award that is subject to vesting conditions (including
the achievement of performance criteria) be payable before the Award has become vested.
17.11. Data Protection
A Participant’s acceptance of an Award shall be deemed to constitute
the Participant’s acknowledgement of and consent to the collection and processing of personal data relating to the Participant so
that the Company and the Affiliates can fulfill their obligations and exercise their rights under the Plan and generally administer and
manage the Plan. This data shall include data about participation in the Plan and Shares offered or received, purchased or sold under
the Plan and other appropriate financial and other data (such as the date on which the Awards were granted) about the Participant and
the Participant’s participation in the Plan.
17.12. Plan Construction
In the Plan, unless otherwise stated, the following uses apply: (i) references
to a statute or law refer to the statute or law and any amendments and any successor statutes or laws, and to all valid and binding governmental
regulations, court decisions and other regulatory and judicial authority issued or rendered thereunder, as amended, or their successors,
as in effect at the relevant time; (ii) in computing periods from a specified date to a later specified date, the words “from”
and “commencing on” (and the like) mean “from and including,” and the words “to,” “until”
and “ending on” (and the like) mean “to and including”; (iii) indications of time of day shall be based upon the
time applicable to the location of the principal headquarters of the Company; (iv) the words “include,” “includes”
and “including” (and the like) mean “include, without limitation,” “includes, without limitation”
and “including, without limitation” (and the like), respectively; (v) all references to articles and sections are to articles
and sections in the Plan; (vi) all words used shall be construed to be of such gender or number as the circumstances and context require;
(vii) the captions and headings of articles and sections have been inserted solely for convenience of reference and shall not be considered
a part of the Plan, nor shall any of them affect the meaning or interpretation of the Plan or any of its provisions; (viii) any reference
to an agreement, plan, policy, form, document or set of documents, and the rights and obligations of the parties under any such agreement,
plan, policy, form, document or set of documents, shall mean such agreement, plan, policy, form, document or set of documents as amended
from time to time, and any and all modifications, extensions, renewals, substitutions or replacements thereof; and (ix) all accounting
terms not specifically defined shall be construed in accordance with GAAP.
Adopted by the Board:
March 31, 2017
Approved by the Stockholders:
June 13, 2017
Amended by the Stockholders:
June 18, 2019; June 16, 2020; June 16, 2021; June 8, 2022; June 14, 2023; June 20, 2025; June 18, 2026
Scheduled Termination Date:
June 13, 2027
EX-10.2 — EXHIBIT 10.2
EX-10.2
Filename: exh_102.htm · Sequence: 3
Exhibit 10.2
ANIKA THERAPEUTICS, INC.
2021 EMPLOYEE STOCK PURCHASE PLAN
Article 1 - Purpose.
This 2021 Employee Stock Purchase Plan (the “Plan”) is intended to encourage stock
ownership by all eligible employees of Anika Therapeutics, Inc., a Delaware corporation (including any successor corporation, the “Company”),
and its participating subsidiaries (as defined in Article 17) so that they may share in the growth of the Company by acquiring or increasing
their proprietary interest in the Company. The Plan is designed to encourage eligible employees to remain in the employ of the Company
and its participating subsidiaries. Except as described below in Article 2, the Plan is intended to constitute an “employee stock
purchase plan” within the meaning of Section 423(b) of the Internal Revenue Code of 1986, as amended (the “Code”).
Article 2 - Administration of the Plan.
The Plan will be administered by the Compensation Committee of the Company's Board of Directors
(the “Board”), or such other committee as determined by the Board (the “Committee”). Notwithstanding anything
to the contrary in the Plan, the Committee may establish sub-plans (which need not qualify under section 423 of the Code) and initiate
separate Offering Periods (as defined in Article 5) through such sub-plans for the purpose of (i) facilitating participation in the Plan
by non-U.S. employees in compliance with foreign laws and regulations without affecting the qualification of the remainder of the Plan
under section 423 of the Code or (ii) qualifying the Plan for preferred tax treatment under foreign tax laws (which sub-plans, at the
Committee's discretion, may provide for allocations of the authorized shares reserved for issue under the Plan as set forth in Article
4). The rules, guidelines and forms of such sub-plans (or the Offering Periods thereunder) may take precedence over other provisions of
the Plan, with the exception of the maximum Offering Period term set forth in Article 5, the maximum payroll deduction set forth in Article
8, the limitation on the decrease to the Option Price defined and described in Article 5 and the aggregate stock limit described in Article
4, but unless otherwise superseded by the terms of such sub-plan, the provisions of the Plan shall govern the operation of such sub-plan.
Alternatively, notwithstanding anything to the contrary in the Plan, in order to comply with the laws of a foreign jurisdiction, the Committee
shall have the power, in its discretion, to grant options in an Offering Period to citizens or residents of a non-U.S. jurisdiction (without
regard to whether they are also citizens of the United States or resident aliens) that provide terms which are less favorable than the
terms of options granted under the same Offering Period to employees resident in the United States, subject to compliance with section
423 of the Code.
The interpretation and construction by the Committee of any provisions of the Plan or of any
option granted under it will be final, unless otherwise determined by the Board. The Committee may from time to time adopt such rules
and regulations for carrying out the Plan as it may deem best, provided that any such rules and regulations will be applied on a uniform
basis to all employees under the Plan. No member of the Board or the Committee will be liable for any action or determination made in
good faith with respect to the Plan or any option granted under it.
Article 3 - Eligible Employees.
Except as otherwise determined by the Committee with respect to an Offering Period prior to
the start date thereof, all employees of the Company or any of its participating subsidiaries who are (i) so employed on the start date
of any Offering Period and (2) have continuously been employed with the Company or such participating subsidiary for at least one month
prior to such start date will be eligible to participate and receive an option with respect to such Offering Period. All such eligible
employees will have the same rights and privileges hereunder with respect to such Offering Period. In no event, however, may an employee
be granted an option if such employee, immediately after the option is granted, would be treated as owning stock possessing five percent
or more of the total combined voting power or value of all classes of stock of the Company or of any parent corporation or subsidiary
corporation, as the terms “parent corporation” and “subsidiary corporation” are defined in Section 424(e) and
Section 424(f) of the Code. For purposes of determining stock ownership under this paragraph, the rules of Section 424(d) of the Code
will apply, and stock which the employee may purchase under outstanding options (including options not granted under the Plan) will be
treated as stock owned by the employee. Notwithstanding the foregoing, except as otherwise determined by the Committee with respect to
an Offering Period prior to the start date thereof, employees who are otherwise eligible employees and who are citizens or residents of
a non-U.S. jurisdiction (without regard to whether such employee is also a citizen of the United States or a resident alien (within the
meaning of Section 7701(b)(1)(A) of the Code)) will not be considered an eligible employee if his or her participation is prohibited under
the laws of the applicable non-U.S. jurisdiction or if complying with the laws of the applicable non-U.S. jurisdiction would cause the
Plan or an Offering Period to violate Section 423 of the Code.
Article 4 - Stock Subject to the Plan.
The stock subject to the options under the Plan will be shares of the Company's authorized but
unissued common stock (the “Common Stock”), or shares of Common Stock reacquired by the Company, including shares purchased
in the open market. The aggregate number of shares of Common Stock which may be issued pursuant to the Plan is 400,000 shares, subject
to adjustment as provided in Article 12. If any option granted under the Plan expires or terminates for any reason without having been
exercised in full or ceases for any reason to be exercisable in whole or in part, the unpurchased shares subject thereto will again be
available under the Plan.
Article 5 - Offering Period and Stock Options.
Except as otherwise determined by the Committee, the first Offering Period will start on November
15, 2021 and will end on May 14, 2022, provided that if such end date is not a business day (as defined below in this Article 5), such
Offering Period will end on the first business day preceding such end date. Thereafter, except as otherwise determined by the Committee:
1. An offering period (“Offering Period”) will start on each May 15 (provided that
if such start date is not a business day, such start date will be the first business day following the immediately preceding Exercise
Date (as defined below in this Article 5)) and end on the following November 14 (provided that if such end date is not a business day,
such end date will be the first business day preceding such end date); and
2. An Offering Period will start on each November 15 (provided that if such start date is not
a business day, such start date will be the first business day following the immediately preceding Exercise Date) and end on the following
May 14 (provided that if such end date is not a business day, such end date will be the first business day preceding such end date).
The end date within each Offering Period will be the day on which shares of Common Stock are
purchased by participants in an Offering Period (“Exercise Date”). On the start date of each Offering Period, the Company
will grant to each eligible employee who has then elected to be a participant in the Plan an option to purchase shares on the relevant
Exercise Date, at the Option Price hereinafter provided for, covering a maximum of 800 shares of Common Stock (which maximum number may
be amended by the Committee from time to time with respect to an Offering Period prior to the start date thereof), on condition that such
employee remains an eligible employee through the Exercise Date. If a participant's accumulated payroll deductions on the end date of
an Offering Period would enable the participant to purchase more than such maximum number of shares of Common Stock, the excess of the
amount of the accumulated payroll deductions over the aggregate purchase price of such maximum number of shares will be promptly refunded
to the participant by the Company, without interest. A participant will be entitled to exercise the option so granted only to the extent
of the participant's accumulated payroll deductions on the Exercise Date. The Option Price per share for each Exercise Date within an
Offering Period will be the lesser of (i) 85% of the Fair Market Value of the Common Stock on the start date of the Offering Period and
(ii) 85% of the Fair Market Value of the Common Stock on the Exercise Date, in either event rounded up to the nearest cent. Prior to the
start date of an Offering Period, the Committee may increase, but not decrease, the Option Price with respect to such Offering Period.
The foregoing limitation on the number of shares subject to an option hereunder and the Option Price will be subject to adjustment as
provided in Article 12.
Notwithstanding the foregoing, the Committee may in its discretion determine to implement Offering
Periods of up to twenty-seven months. Such Offering Periods may consist of one or more Exercise Dates. Each eligible employee who elects
to be a participant in such Offering Period will be granted an option, at the Option Price, to purchase shares of Common Stock on such
Exercise Date(s). Each such option will cover a maximum number of shares of Common Stock for such Offering Period as determined by the
Committee prior the start date of such Offering Period. In no event will an Offering Period under the Plan exceed twenty-seven months.
Except as otherwise determined by the Committee with respect to an Offering Period prior to
the start date thereof, unless a participant files a new authorization (as described in Article 7) or withdraws from the Plan (as described
in Article 10), the deductions and purchases under the authorization a participant has on file under the Plan will continue from one Offering
Period to succeeding Offering Periods as long as the Plan remains in effect and the participant continues to be an eligible employee at
the start date of the relevant Offering Period.
For purposes of the Plan, the term “Fair Market Value” on any date means the value
of the Common Stock as determined below. If the Common Stock is listed on any established stock exchange or a national market system,
including without limitation, the New York Stock Exchange or the Nasdaq Stock Market, the Fair Market Value will be the closing price
of a share of Common Stock (or if no sales were reported on such date, the closing price on the last trading date) as quoted on such exchange
or system. In the absence of an established market for the Common Stock, the Fair Market Value will be determined in good faith by the
Committee and such determination will be conclusive and binding on all persons. For purposes of the Plan, the term “business day”
means a day on which there is trading on such exchange or system and that is not a Saturday, Sunday or legal holiday in the State of Massachusetts.
No employee will be granted an option which permits the employee's right to purchase stock under the Plan, and under all other Code Section 423(b) employee stock purchase plans of the Company and any parent corporations or subsidiary corporations, as “parent corporation” and “subsidiary corporation” are defined in Section 424(e) and Section 424(f) of the Code, to accrue at a rate which exceeds $25,000 of Fair Market Value of such stock (determined on the date or dates that options on such stock were granted) for each calendar year in which such option is outstanding at any time. The purpose of the limitation in the preceding sentence is to comply, and such limitation will be administered in accordance, with Section 423(b)(8) of the Code. If a participant's accumulated payroll deductions on any Exercise Date would otherwise enable a participant to purchase Common Stock in excess of the Section 423(b)(8) limitation described in this paragraph, the excess of the amount of the accumulated payroll deductions over the aggregate purchase price of the shares actually purchased will be promptly refunded to the participant by the Company, without interest.
Article 6 - Exercise of Option.
Each eligible employee who continues to be a participant in the Plan on an Exercise Date will
be deemed to have exercised his or her option on such date and will be deemed to have purchased from the Company such number of full shares
of Common Stock reserved for the purpose of the Plan as the participant's accumulated payroll deductions on such date will pay for at
the Option Price, subject to the 800 maximum share limit of the option and the Section 423(b)(8) limitation described in Article 5. If
the individual is not a participant on an Exercise Date, then he or she will not be entitled to exercise his or her option. Only full
shares of Common Stock may be purchased under the Plan. Except as otherwise determined by the Committee with respect to an Offering Period
prior to the start date thereof, unused payroll deductions remaining in a participant's account at the end of an Offering Period, by reason
of the inability to purchase a fractional share, will be carried forward to the next Offering Period.
Article 7 - Authorization for Entering the Plan.
An employee may elect to enter the Plan by filling out, signing and delivering to the Company
an authorization form provided by the Company (including electronically), which will include the percentage to be deducted regularly from
the employee's pay, and any other terms or conditions as determined by the Committee in its sole discretion, and authorizing the purchase
of stock for the employee in each Offering Period in accordance with the terms of the Plan.
Except as otherwise determined by the Committee with respect to an Offering Period prior to
the start date thereof, such authorization must be received by the Company (or made electronically) at least ten (10) business days before
the start date of the Offering Period to which it relates and will take effect only if the employee is an eligible employee on the first
business day of such Offering Period and otherwise meets the terms and conditions of the Plan.
Except as otherwise determined by the Committee with respect to an Offering Period prior to
the start date thereof, unless a participant files a new authorization or withdraws from the Plan, the deductions and purchases under
the authorization the participant has on file under the Plan will continue from one Offering Period to succeeding Offering Periods as
long as the Plan remains in effect.
The Company will accumulate and hold for each participant's account the amounts deducted from
his or her pay. No interest will be paid on these amounts. All payroll deductions received or held by the Company under the Plan may be
used by the Company for any corporate purpose, and the Company will not be obligated to segregate such payroll deductions or hold them
exclusively for the benefit of participants. All payroll deductions received or held by the Company may be subject to the claims of the
Company's general creditors. Participants will have the status of general unsecured creditors of the Company. Any amounts payable to participants
pursuant to the Plan will be unfunded and unsecured obligations for all purposes, including, without limitation, Title I of the Employee
Retirement Income Security Act of 1974, as amended.
Article 8 - Maximum Amount of Payroll Deductions.
Except as otherwise determined by the Committee with respect to an Offering Period prior to
the start date thereof, an employee may authorize payroll deductions in an amount (expressed as a whole percentage) not less than one
percent (1%) but not more than ten percent (10%) of the employee's Compensation. For this purpose, “Compensation” means, unless
otherwise determined by the Committee with respect to an Offering Period prior to the start date thereof, an employee's base pay or salary
from the Company or participating subsidiary, including such amounts of base pay or salary as are deferred by the employee: (i) under
a qualified cash or deferred arrangement described in Section 401(k) of the Code; or (ii) to a plan qualified under Section 125 of the
Code. Unless otherwise determined by the Committee with respect to an Offering Period prior to the start date thereof, “Compensation”
does not include overtime, bonuses, annual awards, other incentive payments, reimbursements or other expense allowances, fringe benefits
(cash or non-cash), moving expenses, deferred compensation, contributions (other than contributions described in the preceding sentence)
made on the employee's behalf by the Company or a participating subsidiary under any employee benefit or welfare plan now or hereafter
established, benefit plan payments, short-term disability pay, long-term disability pay, maternity pay, military pay, tuition reimbursement
and adoption assistance, and any other payments not specifically referenced in the prior sentence.
Article 9 - Change in Payroll Deductions.
Except as otherwise determined by the Committee with respect to an Offering Period prior to
the start date thereof, deductions may not be increased or decreased during an Offering Period.
Article 10 - Withdrawal from the Plan.
Except as otherwise determined by the Committee with respect to an Offering Period prior to
the start date thereof, a participant may withdraw from the Plan and such Offering Period (in whole but not in part) by giving notice
(in the form provided by the Company from time to time, including electronically) at least three business days prior to the end date of
such Offering Period, in which case the Company will promptly refund, without interest, the entire balance of his or her unused payroll
deduction account under the Plan.
Except as otherwise determined by the Committee with respect to an Offering Period prior to
the start date thereof, to re-enter the Plan, an employee who has previously withdrawn must file a new authorization at least ten business
days before the first day of the next Offering Period in which he or she wishes to participate. The employee's re-entry into the Plan
becomes effective at the beginning of such Offering Period, provided that he or she is an eligible employee on the first business day
of the Offering Period and otherwise meets the terms and conditions of the Plan.
For the avoidance of doubt, any application of the maximum share limitation set forth in Article
5 hereof, Code Section 423(b)(8) and fractional-share limitations on the amount of stock a participant would be entitled to purchase will
not constitute a withdrawal from the Plan.
Article 11 - Issuance of Stock.
Stock purchased by participants under the Plan will be evidenced in such a manner as the Company,
in its discretion, deems appropriate, including, without limitation, book-entry or direct registration or the issuance of one or more
stock certificates. Stock purchased under the Plan will be issued only in the name of the relevant participant.
Article 12 - Adjustments.
Subject to any required action by the stockholders of the Company, the Committee, in order to
prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, will, in such manner
as it may deem equitable, adjust the number of shares of Common Stock available for issuance under the Plan, the Option Price, the maximum
number of shares that may be purchased during an Offering Period, as well as any other terms that the Committee determines require adjustment,
for: (i) any increase or decrease in the number of issued shares of Common Stock resulting from a stock split, reverse stock split, stock
dividend, combination or reclassification of the Common Stock; (ii) any other increase or decrease in the number of issued shares of Common
Stock effected without receipt of consideration by the Company; or (iii) as the Committee may determine in its discretion, any other transaction
with respect to Common Stock, including a corporate merger, consolidation, acquisition of property or stock, separation (including a spin-off
or other distribution of stock or property), reorganization, liquidation (whether partial or complete) or any similar transaction; provided,
however, that conversion of any convertible securities of the Company will not be deemed to have been “effected without receipt
of consideration.” Such adjustment, if any, will be made by the Committee and its determination will be final, binding and conclusive.
Except as the Committee determines otherwise, no issuance by the Company of shares of stock of any class, or securities convertible into
shares of stock of any class, will require adjustment hereunder. Notwithstanding the foregoing, any adjustments made pursuant to this
paragraph will be made only after the Committee, based on advice of counsel for the Company, determines whether such adjustments would
constitute a “modification” (as that term is defined in Section 424 of the Code). If the Committee determines that such adjustments
would constitute a modification, it may refrain from making such adjustments.
Except as otherwise determined by the Committee, in the event of a Change in Control (as defined
in the Company's 2017 Omnibus Incentive Plan, as amended from time to time), all outstanding options under the Plan will automatically
be exercised immediately before the closing of such Change in Control as if the date of such closing is the next Exercise Date, subject
to the maximum share limitation set forth in Article 5 hereof, Code Section 423(b)(8) and fractional-share limitations on the amount of
stock a participant would be entitled to purchase, and the Plan will terminate immediately thereafter.
Article 13 - No Transfer or Assignment of Employee's Rights.
An option granted under the Plan may not be transferred or assigned, except by will or the laws
of descent and distribution, and will be exercised, during a participant's lifetime, only by the participant.
Article 14 - Termination of Employee's Rights.
Whenever a participant ceases to be an eligible employee because of retirement, voluntary or
involuntary termination, resignation, layoff, discharge, death or for any other reason, his or her rights under the Plan will immediately
terminate, and the Company will promptly refund, without interest, the entire balance of his or her payroll deduction account under the
Plan. Notwithstanding the foregoing, eligible employment will be treated as continuing intact while the participant is on military leave,
sick leave, or other bona fide leave of absence (such as temporary employment by the government) if the period of such leave does not
exceed 3 months, or if longer, so long as the participant's right to reemployment with the Company or the participating subsidiary is
provided either by statute or by contract. If the period of leave exceeds 3 months and the participant's right to reemployment with the
Company or the participating subsidiary is not provided either by statute or by contract, the employment relationship will be deemed to
terminate on the first day immediately following such three-month period.
Article 15 - Termination and Amendments to Plan.
Unless terminated sooner as provided below, the Plan will terminate on the tenth anniversary
of its approval by the Company's stockholders. The Plan may be terminated at any time by the Board but such termination will not affect
options then outstanding under the Plan. The Plan will terminate in any case when all or substantially all of the unissued shares of stock
reserved for the purposes of the Plan have been purchased. If at any time shares of stock reserved for the purpose of the Plan remain
available for purchase but not in sufficient number to satisfy all then unfilled purchase requirements, the available shares will be apportioned
among participants in proportion to the amount of payroll deductions accumulated on behalf of each participant that would otherwise be
used to purchase stock, and the Plan will terminate. Upon such termination or any other termination of the Plan, all payroll deductions
not used to purchase stock will be refunded, without interest.
The Committee or the Board may from time to time adopt amendments to the Plan provided that,
without the approval of the stockholders of the Company, no amendment may (i) increase the number of shares that may be issued under the
Plan; (ii) change the class of employees eligible to receive options under the Plan, if such action would be treated as the adoption of
a new plan for purposes of Section 423(b) of the Code; or (iii) be made if it would be treated as the adoption of a new plan for purposes
of Section 423(b) of the Code or would require stockholder approval under the exchange listing rules applicable to the Company.
Article 16 - Limits on Sale of Stock Purchased under the Plan.
The Committee will designate a financial services firm or other agent to maintain accounts on
behalf of participants who have purchased shares of Common Stock under the Plan (“Designated Broker”). Promptly following
each Exercise Date, the number of shares of Common Stock purchased by each participant will be deposited into his or her account established
in his or her name with the Designated Broker (“ESPP Share Account”). A participant will be free to undertake a sale of the
shares of Common Stock in his or her ESPP Share Account at any time, subject to compliance with applicable laws and the Company's insider
trading policy, but in the absence of such a sale, except as otherwise determined by the Committee, the shares of Common Stock must remain
in the participant's ESPP Share Account at the Designated Broker until the holding period set forth in Section 423 of the Code (i.e.,
the later of one year from the Exercise Date and two years from the start of the Offering Period corresponding to such Exercise Date)
has been satisfied. With respect to shares of Common Stock for which the holding period set forth in Section 423 of the Code have been
satisfied, the participant may move those shares of Common Stock to another brokerage account of the participant's choosing.
Article 17 - Participating Subsidiaries.
The term “participating subsidiary” will mean any present or future subsidiary of
the Company, as that term is defined in Section 424(f) of the Code, which is designated from time to time by the Board to participate
in the Plan. The Board will have the power to make such designation before or after the Plan is approved by the stockholders. Any such
currently designated participating subsidiary is listed on Annex A hereto, which may be updated by the Board from time to time.
Article 18 - Optionees Not Stockholders.
Neither the granting of an option to an employee nor the deductions from his or her pay will
constitute such employee a stockholder of the shares covered by an option until such shares have been actually purchased by the employee.
A participant will have no interest or voting right in shares covered by the participant's option until such shares are actually purchased
on the participant's behalf in accordance with the applicable provisions of the Plan. Except as set forth in Article 12, no adjustment
will be made for dividends, distributions or other rights for which the record date is prior to the date of such purchase.
Article 19 - Application of Funds.
The proceeds received by the Company from the sale of Common Stock pursuant to options granted
under the Plan will be used for general corporate purposes.
Article 20 - Designation of Beneficiary.
Each participant may file a designation (using such form or method (including electronic forms)
as the Committee may designate from time to time) of a beneficiary who is to receive any shares and cash, if any, from the participant's
account under the Plan in the event of such participant's death. If a participant is married and the designated beneficiary is not the
spouse, spousal consent will be required for such designation to be effective. Such designation of beneficiary may be changed by the participant
(and the participant's spouse, if any) at any time by written notice (using such form or method (including electronic forms) as the Committee
may designate from time to time). In the event of the death of a participant and in the absence of a beneficiary validly designated under
the Plan who is living (or in existence) at the time of such participant's death, the Company will deliver such shares and/or cash to
the executor or administrator of the estate of the participant, or if no such executor or administrator has been appointed (to the knowledge
of the Committee), the Committee will deliver such shares and/or cash to the spouse (or domestic partner, as determined by the Committee)
of the participant, or if no spouse (or domestic partner) is known to the Committee, then to the issue of the participant, such distribution
to be made per stirpes (by right of representation), or if no issue are known to the Committee, then to the heirs at law of the participant
determined in accordance with applicable law.
Article 21 - Withholding of Additional Income Taxes.
By electing to participate in the Plan, each participant acknowledges that the Company and its participating subsidiaries are required to withhold taxes with respect to the amounts deducted from the participant's compensation and accumulated for the benefit of the participant under the Plan, and each participant agrees that the Company and its participating subsidiaries may deduct additional amounts from the participant's compensation, when amounts are added to the participant's account, used to purchase Common Stock or refunded, in order to satisfy such withholding obligations. Each participant further acknowledges that when Common Stock is purchased under the Plan the Company and its participating subsidiaries may be required to withhold taxes with respect to all or a portion of the difference between the Fair Market Value of the Common Stock purchased and its purchase price, and each participant agrees that such taxes may be withheld from compensation otherwise payable to such participant. It is intended that tax withholding will be accomplished in such a manner that the full amount of payroll deductions elected by the participant under Article 7 will be used to purchase Common Stock. However, if amounts sufficient to satisfy applicable tax withholding obligations have not been withheld from compensation otherwise payable to any participant, then, notwithstanding any other provision of the Plan, the Company may withhold such taxes from the participant's accumulated payroll deductions and apply the net amount to the purchase of Common Stock, unless the participant pays to the Company, prior to the relevant Exercise Date, an amount sufficient to satisfy such withholding obligations. Each participant further acknowledges that the Company and its participating subsidiaries may be required to withhold taxes in connection with the disposition of stock acquired under the Plan and agrees that the Company or any participating subsidiary may take whatever action it considers appropriate to satisfy such withholding requirements, including deducting from compensation otherwise payable to such participant an amount sufficient to satisfy such withholding requirements or conditioning any disposition of Common Stock by the participant upon the payment to the Company or such subsidiary of an amount sufficient to satisfy such withholding requirements.
Article 22 - Governmental Regulations.
The Company's obligation to sell and deliver shares of Common Stock under the Plan is subject
to the approval of any governmental authority required in connection with the authorization, issuance or sale of such shares.
Government regulations may impose reporting or other obligations on the Company with respect
to the Plan. For example, the Company may be required to identify shares of Common Stock issued under the Plan on its stock ownership
records and send tax information statements to employees and former employees who transfer title to such shares.
Article 23 - Governing Law.
The validity and construction of the Plan will be governed by the laws of Delaware, without
giving effect to the principles of conflicts of law thereof.
Article 24 - Approval of Board and Stockholders of the Company.
The Plan was adopted by the Board on March 17, 2021 and was approved by the stockholders of
the Company on June 16, 2021. The amendment to increase the number of shares of Common Stock authorized for issuance under the Plan was
adopted by the Board on April 26, 2026 and approved by the stockholders of the Company on June 18, 2026.
ANNEX A DESIGNATED SUBSIDIARIES
None.
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