Form 8-K

8-K — IMMUNIC, INC.

Accession: 0001193805-26-000882

Filed: 2026-06-29

Period: 2026-06-29

CIK: 0001280776

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

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 — e665616_8k-immunic.htm (Primary)

EX-10.1 (e665616_ex10-1.htm)

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8-K

8-K (Primary)

Filename: e665616_8k-immunic.htm · Sequence: 1

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0001280776

2026-06-29

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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

29, 2026

IMMUNIC, INC.

(Exact name of registrant as specified in its

charter)

Delaware

001-36201

56-2358443

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

1200 Avenue of the Americas, Suite 200

New York, NY 10036

USA

(Address of principal executive offices)

Registrant’s telephone number, including

area code: (332) 255-9818

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 exchange on which registered

Common Stock, par value $0.0001

IMUX

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth

company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange

Act of 1934 (§ 240.12b2 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. Yes ☐ No ☐

Item 5.02. Departure of Directors or Certain

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

On June 29, 2026, Immunic, Inc., a Delaware

corporation (the “Company”) held its annual meeting of stockholders (the “Meeting”). At

the Meeting, the Company’s stockholders approved an amendment to the Company’s 2019 Omnibus

Equity Incentive Plan, as amended (the “Plan”), to increase the number of

shares of common stock, par value $0.0001 per share (“common stock”), authorized

for issuance by 6,000,000 shares to a total of 8,644,887 shares (the “Amendment”).

A description of the material terms of the

Amendment is set forth under the heading “Proposal Number 2 —To Approve an Amendment to the Existing 2019 Omnibus Plan”

in the proxy statement filed with the Securities and Exchange Commission (the “SEC”) on May 29, 2026, which description

is hereby incorporated into this Item 5.02 by reference. A copy of the Plan, as amended by the Amendment, is attached hereto as Exhibit

10.1 and is incorporated into this Item 5.02 by reference.

Item 5.07. Submission of Matters to

a Vote of Security Holders.

The total number of shares of common stock entitled

to vote at the Meeting was 13,621,483, and there were present at the Meeting, in person or by proxy, 8,885,263

shares, which constituted a quorum for the Meeting. At the Meeting, the stockholders voted:

(1) to elect Mr. Michael Bonney, Mr.

Thorvald Nagel and Dr. Richard Rudick as Class III Directors to serve until our 2029 annual meeting of stockholders and until their successors

are duly elected and qualified;

(2) to approve the Amendment to the

Plan; and

(3) to ratify the appointment of Baker

Tilly US, LLP (“Baker Tilly”) as our independent registered public accounting firm for the fiscal year ending December

31, 2026.

The final results of the stockholders’ votes at the Meeting are

set forth below:

Proposal 1: Election of Class III Directors

NOMINEE

FOR

WITHHELD

BROKER NON-VOTES

Mr. Michael Bonney

5,692,503

85,660

3,107,100

Mr. Thorvald Nagel

5,064,713

713,450

3,107,100

Dr. Richard Rudick

5,688,265

89,898

3,107,100

Each of the three nominees was elected to the Board, each to hold office

until the Company’s 2029 annual meeting of stockholders and until their respective successors are elected and qualified.

Proposal 2: Approval of the Amendment to the Plan

FOR

AGAINST

ABSTAIN

BROKER NON-VOTES

4,391,782

1,361,843

24,538

3,107,100

The proposal was approved.

Proposal 3: Ratification of Appointment of Baker Tilly as Independent

Registered Public Accounting Firm

FOR

AGAINST

ABSTAIN

BROKER NON-VOTES

8,566,232

249,436

69,595

—

The proposal was approved.

The disclosure set forth in Item 5.02 of this Current Report on Form

8-K is incorporated by reference into this Item 5.07.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

10.1

Immunic, Inc. 2019 Omnibus

Equity Incentive Plan, as amended

104

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

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934,

the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

Dated: June 29, 2026

Immunic, Inc.

By:

/s/ Erik Lundgren

Erik Lundgren

Chief Executive Officer

EX-10.1

Filename: e665616_ex10-1.htm · Sequence: 2

IMMUNIC, INC.

2019 OMNIBUS EQUITY INCENTIVE PLAN, AS AMENDED

ON JUNE 28, 2023, MARCH 4, 2024, JUNE 4, 2025, AND JUNE 29, 2026

TABLE OF CONTENTS

PAGE

Article 1. Effective Date, Objectives and Duration

1.1

Effective Date of the Plan

1.2

Objectives of the Plan

1.3

Duration of the Plan

Article 2. Definitions

2.1

“Affiliate”

2.2

“Award”

2.3

“Award Agreement”

2.4

“Board”

2.5

“Bonus Shares”

2.6

“Cause”

2.7

“CEO”

2.8

“Change in Control”

2.9

“Code”

2.10

“Committee” or “Incentive Plan Committee”

2.11

“Compensation Committee”

2.12

“Common Stock”

2.13

“Corporate Transaction”

2.14

“Deferred Stock”

2.15

“Disability” or “Disabled”

2.16

“Dividend Equivalent”

2.17

“Effective Date”

2.18

“Eligible Person”

2.19

“Exchange Act”

2.20

“Exercise Price”

2.21

“Fair Market Value”

2.22

“Grant Date”

2.23

“Grantee”

2.24

“Incentive Stock Option”

2.25

“Including” or “includes”

2.26

“Management Committee”

2.27

“Non-Employee Director”

2.28

“Option”

2.29

“Other Stock-Based Award”

2.30

“Performance Period”

2.31

“Performance Share” and “Performance Unit”

2.32

“Period of Restriction”

2.33

“Person”

2.34

“Restricted Shares”

2.35

“Restricted Stock Units”

2.36

“Rule 16b-3”

2.37

“SEC”

2.38

“Section 16 Non-Employee Director”

2.39

“Section 16 Person”

2.40

“Separation from Service”

2.41

“Share”

2.42

“Stock Appreciation Right” or “SAR”

2.43

“Subsidiary Corporation”

TABLE OF CONTENTS

PAGE

2.44

“Surviving Company”

2.45

“Term”

2.46

“Termination of Affiliation”

Article 3. Administration

3.1

Committee

3.2

Powers of Committee

3.3

No Repricings

Article 4. Shares Subject to the Plan

4.1

Number of Shares Available for Grants

4.2

Adjustments in Authorized Shares and Awards; Corporate Transaction, Liquidation or Dissolution

Article 5. Eligibility and General Conditions of Awards

5.1

Eligibility

5.2

Award Agreement

5.3

General Terms and Termination of Affiliation

5.4

Nontransferability of Awards

5.5

Cancellation and Rescission of Awards

5.6

Stand-Alone, Tandem and Substitute Awards

5.7

Compliance with Rule 16b-3

5.8

Deferral of Award Payouts

Article 6. Stock Options

6.1

Grant of Options

6.2

Award Agreement

6.3

Option Exercise Price

6.4

Grant of Incentive Stock Options

6.5

Payment of Exercise Price

Article 7. Stock Appreciation Rights

7.1

Issuance

7.2

Award Agreements

7.3

SAR Exercise Price

7.4

Exercise and Payment

Article 8. Restricted Shares

8.1

Grant of Restricted Shares

8.2

Award Agreement

8.3

Consideration for Restricted Shares

8.4

Effect of Forfeiture

8.5

Escrow; Legends

Article 9. Performance Units and Performance Shares

9.1

Grant of Performance Units and Performance Shares

9.2

Value/Performance Goals

9.3

Earning of Performance Units and Performance Shares

Article 10. Deferred Stock and Restricted Stock Units

10.1

Grant of Deferred Stock and Restricted Stock Units

10.2

Vesting and Delivery

10.3

Voting and Dividend Equivalent Rights Attributable to Deferred Stock and Restricted Stock Units

TABLE OF CONTENTS

PAGE

Article 11. Dividend Equivalents

Article 12. Bonus Shares

Article 13. Other Stock-Based Awards

Article 14. Non-Employee Director Awards

Article 15. Amendment, Modification, and Termination

15.1

Amendment, Modification, and Termination

15.2

Awards Previously Granted

Article 16. Compliance with Section 409A of the Code

16.1

Awards Subject to Section 409A of the Code

16.2

Deferral and/or Distribution Elections

16.3

Subsequent Elections

16.4

Distributions Pursuant to Deferral Elections

16.5

Six Month Delay

16.6

Death or Disability

16.7

No Acceleration of Distributions

Article 17. Withholding

17.1

Required Withholding

17.2

Notification under Code Section 83(b)

Article 18. Additional Provisions

18.1

Successors

18.2

Severability

18.3

Requirements of Law

18.4

Securities Law Compliance

18.5

Forfeiture Events

18.6

No Rights as a Stockholder

18.7

Nature of Payments

18.8

Non-Exclusivity of Plan

18.9

Governing Law

18.10

Unfunded Status of Awards; Creation of Trusts

18.11

Affiliation

18.12

Participation

18.13

Military Service

18.14

Construction

18.15

Headings

18.16

Obligations

18.17

No Right to Continue as Director

18.18

Stockholder Approval

IMMUNIC, INC.

2019 OMNIBUS EQUITY INCENTIVE PLAN, AS AMENDED

ON JUNE 28, 2023, MARCH 4, 2024, JUNE 4, 2025, AND JUNE 29, 2026

Article 1.

Effective Date, Objectives and Duration

1.1 Effective Date of the

Plan. The Board of Directors of Immunic, Inc., a Delaware corporation (the “Company”), adopted this 2019 Omnibus

Equity Incentive Plan (the “Plan”) effective as of June 14, 2019 (the “Effective Date”), as amended

on June 28, 2023, March 4, 2024, June 4, 2025, and June 29, 2026.

1.2 Objectives of the Plan.

The Plan is intended: (a) to allow selected employees of and consultants to the Company and its Affiliates to acquire or increase equity

ownership in the Company, thereby strengthening their commitment to the success of the Company and stimulating their efforts on behalf

of the Company, and to assist the Company and its Affiliates in attracting new employees, officers and consultants and retaining existing

employees and consultants, (b) to optimize the profitability and growth of the Company and its Affiliates through incentives which are

consistent with the Company’s goals, (c) to provide Grantees with an incentive for excellence in individual performance, (d) to

promote teamwork among employees, consultants and Non-Employee Directors, and (e) to attract and retain highly qualified persons to serve

as Non-Employee Directors and to promote ownership by such Non-Employee Directors of a greater proprietary interest in the Company, thereby

aligning such Non-Employee Directors’ interests more closely with the interests of the Company’s stockholders.

1.3 Duration of the Plan.

The Plan shall commence on the Effective Date and shall remain in effect, subject to the right of the Board to amend or terminate the

Plan at any time pursuant to Article 15 hereof, until the earlier of the tenth (10th)

anniversary of the Effective Date, or the date all Shares subject to the Plan shall have been purchased or acquired and the restrictions

on all Restricted Shares granted under the Plan shall have lapsed according to the Plan’s provisions.

Article 2.

Definitions

Whenever used in the Plan,

the following terms shall have the meanings set forth below:

2.1 “Affiliate”

means any corporation or other entity, including but not limited to partnerships, limited liability companies and joint ventures, with

respect to which the Company, directly or indirectly, owns as applicable: (a) stock possessing more than fifty percent (50%) of the total

combined voting power of all classes of stock entitled to vote, or more than fifty percent (50%) of the total value of all shares of all

classes of stock of such corporation, or (b) an aggregate of more than fifty percent (50%) of the profits interest or capital interest

of a non-corporate entity.

2.2 “Award”

means Options (including non-qualified options and Incentive Stock Options), SARs, Restricted Shares, Performance Units (which may be

paid in cash), Performance Shares, Deferred Stock, Restricted Stock Units, Dividend Equivalents, Bonus Shares or Other Stock-Based Awards

granted under the Plan.

2.3 “Award Agreement”

means either: (a) a written agreement entered into by the Company and a Grantee setting forth the terms and provisions applicable to an

Award granted under this Plan, or (b) a written statement issued by the Company to a Grantee describing the terms and provisions of such

Award, including any amendment or modification thereof. The Committee may provide for the use of electronic, internet or other non-paper

Award Agreements and the use of electronic, internet or other non-paper means for the acceptance thereof and actions thereunder by the

Grantee.

2.4 “Board”

means the Board of Directors of the Company.

2.5 “Bonus Shares”

means Shares that are awarded to a Grantee with or without cost and without restrictions either in recognition of past performance (whether

determined by reference to another employee benefit plan of the Company or otherwise), as an inducement to become an Eligible Person or,

with the consent of the Grantee, as payment in lieu of any cash remuneration otherwise payable to the Grantee.

2.6 “Cause”

means, except as otherwise defined in an Award Agreement:

(a) the commission

of any act by a Grantee constituting a felony or crime of moral turpitude (or their equivalent in a non-United States jurisdiction);

(b) an act of dishonesty,

fraud, intentional misrepresentation, or harassment which, as determined in good faith by the Committee, would: (a) materially adversely

affect the business or the reputation of the Company or any of its Affiliates with their respective current or prospective customers,

suppliers, lenders and/or other third parties with whom such entity does or might do business; or (b) expose the Company or any of its

Affiliates to a risk of civil or criminal legal damages, liabilities or penalties;

misconduct in violation of the Company’s or an Affiliate’s written policies; or

(d) willful and

deliberate non-performance of the Grantee’s duties in connection with the business affairs of the Company or its Affiliates;

provided, however, that if the Grantee

has a written employment or consulting agreement with the Company or any of its Affiliates or participates in any severance plan established

by the Company that includes a definition of “cause,” Cause shall have the meaning set forth in such employment or consulting

agreement or severance plan.

2.7 “CEO”

means the Chief Executive Officer of the Company.

2.8 “Change in Control”

shall have the meaning set forth in Section 16.4(e).

2.9 “Code”

means the Internal Revenue Code of 1986, as amended from time to time. References to a particular section of the Code include references

to regulations and rulings thereunder and to successor provisions.

2.10 “Committee”

or “Incentive Plan Committee” has the meaning set forth in Section 3.1(a).

2.11 “Compensation

Committee” means the compensation committee of the Board.

2.12 “Common Stock”

means the common stock, $0.0001 par value, of the Company.

2.13 “Corporate Transaction”

shall have the meaning set forth in Section 4.2(b).

2.14 “Deferred Stock”

means a right, granted under Article 10, to receive Shares at the end of a specified deferral period.

2.15 “Disability”

or “Disabled” means, unless otherwise defined in an Award Agreement, or as otherwise determined under procedures established

by the Committee for purposes of the Plan:

(a) Except as provided

in (b) below, a disability within the meaning of Section 22(e)(3) of the Code; and

(b) In the case

of any Award that constitutes deferred compensation within the meaning of Section 409A of the Code, a disability as defined in regulations

under Section 409A of the Code. For purpose of Section 409A of the Code, a Grantee will be considered Disabled if:

(i) the Grantee is

unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be

expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, or

(ii) the Grantee is,

by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last

for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three

(3) months under an accident and health plan covering employees of the Grantee’s employer.

2.16 “Dividend Equivalent”

means a right to receive payments equal to dividends or property, if and when paid or distributed, on a specified number of Shares.

2.17 “Effective Date”

has the meaning set forth in Section 1.1.

2.18 “Eligible Person”

means any individual who is an employee (including any officer) of, a non-employee consultant to, or a Non-Employee Director of, the Company

or any Affiliate; provided, however, that solely with respect to the grant of an Incentive Stock Option, an Eligible Person shall be any

employee (including any officer) of the Company or any Subsidiary Corporation. Notwithstanding the foregoing, an Eligible Person shall

also include an individual who is expected to become an employee of, non-employee consultant to, or Non-Employee Director of, the Company

or any Affiliate within a reasonable period of time after the grant of an Award (other than an Incentive Stock Option); provided that

any Award granted to any such individual shall be automatically terminated and cancelled without consideration if the individual does

not begin performing services for the Company or any Affiliate within twelve (12) months after the Grant Date. Solely for purposes of

Section 5.6(b), current or former employees or non-employee directors or consultants of an Acquired Entity who receive Substitute Awards

in substitution for Acquired Entity Awards shall be considered Eligible Persons under this Plan with respect to such Substitute Awards.

2.19 “Exchange Act”

means the Securities Exchange Act of 1934, as amended from time to time. References to a particular section of the Exchange Act include

references to successor provisions.

2.20 “Exercise Price”

means: (a) with respect to an Option, the price at which a Share may be purchased by a Grantee pursuant to such Option or (b) with respect

to an SAR, the price established at the time an SAR is granted pursuant to Article 7, which is used to determine the amount, if any, of

the payment due to a Grantee upon exercise of the SAR.

2.21 “Fair Market

Value” of a Share means a price that is based on the opening, closing, actual, high, low, or the arithmetic mean of selling

prices of a Share reported on an established stock exchange which is the principal exchange upon which the Shares are traded on the applicable

date or the preceding trading day. Unless the Committee determines otherwise, if the Shares are traded over the counter at the time a

determination of its Fair Market Value is required to be made hereunder, Fair Market Value shall be deemed to be equal to the arithmetic

mean between the reported high and low or closing bid and asked prices of a Share on the applicable date or, if no such trades were made

that day, then the most recent date on which Shares were publicly traded. In the event Shares are not publicly traded at the time a determination

of their value is required to be made hereunder, the determination of their Fair Market Value shall be made by the Committee in such manner

as it deems appropriate, provided such manner is consistent with Treasury Regulation Section 1.409A-1(b)(5)(iv)(B).

2.22 “Grant Date”

means the date on which an Award is granted or such later date as specified in advance by the Committee.

2.23 “Grantee”

means a person who has been granted an Award.

2.24 “Incentive Stock

Option” means an Option that is intended to meet the requirements of Section 422 of the Code.

2.25 “Including”

or “includes” means “including, without limitation,” or “includes, without limitation,” respectively.

2.26 “Management

Committee” has the meaning set forth in Section 3.1(b).

2.27 “Non-Employee

Director” means a member of the Board who is not an employee of the Company or any Affiliate.

2.28 “Option”

means an option granted under Article 6 of the Plan.

2.29 “Other Stock-Based

Award” means a right, granted under Article 13 hereof, that relates to or is valued by reference to Shares or other Awards relating

to Shares.

2.30 “Performance

Period” means, with respect to an Award of Performance Shares or Performance Units, the period of time during which the performance

vesting conditions applicable to such Award must be satisfied.

2.31 “Performance

Share” and “Performance Unit” have the respective meanings set forth in Article 9.

2.32 “Period of Restriction”

means the period during which Restricted Shares are subject to forfeiture if the conditions specified in the Award Agreement are not satisfied.

2.33 “Person”

means any individual, sole proprietorship, partnership, joint venture, limited liability company, trust, unincorporated organization,

association, corporation, institution, public benefit corporation, entity or government instrumentality, division, agency, body or department.

2.34 “Restricted

Shares” means Shares granted under Article 8 that are both subject to forfeiture and are nontransferable if the Grantee does

not satisfy the conditions specified in the Award Agreement applicable to such Shares.

2.35 “Restricted

Stock Units” means rights, granted under Article 10, to receive Shares if the Grantee satisfies the conditions specified in

the Award Agreement applicable to such rights.

2.36 “Rule 16b-3”

means Rule 16b-3 promulgated by the SEC under the Exchange Act, as amended from time to time, together with any successor rule.

2.37 “SEC”

means the United States Securities and Exchange Commission, or any successor thereto.

2.38 “Section 16

Non-Employee Director” means a member of the Board who satisfies the requirements to qualify as a “non-employee director”

under Rule 16b-3.

2.39 “Section 16

Person” means a person who is subject to potential liability under Section 16(b) of the Exchange Act with respect to transactions

involving equity securities of the Company.

2.40 “Separation

from Service” means, with respect to any Award that constitutes deferred compensation within the meaning of Section 409A of

the Code, a “separation from service” as defined in Treasury Regulation Section 1.409A-1(h). For this purpose, a “separation

from service” is deemed to occur on the date that the Company and the Grantee reasonably anticipate that the level of bona fide

services the Grantee would perform for the Company and/or any Affiliates after that date (whether as an employee, Non-Employee Director

or consultant or independent contractor) would permanently decrease to a level that, based on the facts and circumstances, would constitute

a separation from service; provided that a decrease to a level that is fifty percent (50%) or more of the average level of bona fide services

provided over the prior thirty-six (36) months shall not be a separation from service, and a decrease to a level that is twenty percent

(20%) or less of the average level of such bona fide services shall be a separation from service. The Committee retains the right and

discretion to specify, and may specify, whether a separation from service occurs with respect to those individuals who are performing

services for the Company or an Affiliate immediately prior to an asset purchase transaction in which the Company or an Affiliate is the

seller and who continue to perform services for the buyer (or an affiliate thereof) immediately following such asset purchase transaction;

provided, such specification is made in accordance with the requirements of Treasury Regulation Section 1.409A-1(h)(4).

2.41 “Share”

means a share of Common Stock, and such other securities of the Company, as may be substituted or resubstituted for Shares pursuant to

Section 4.2 hereof.

2.42 “Stock Appreciation

Right” or “SAR” means an Award granted under Article 7 of the Plan.

2.43 “Subsidiary

Corporation” means a corporation other than the Company in an unbroken chain of corporations beginning with the Company if,

at the time of granting the Option, each of the corporations other than the last corporation in the unbroken chain owns stock possessing

fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

2.44 “Surviving Company”

means (a) the surviving corporation in any merger, consolidation or similar transaction, involving the Company (including the Company

if the Company is the surviving corporation), (b) or the direct or indirect parent company of such surviving corporation or (c) the direct

or indirect parent company of the Company following a sale of substantially all of the outstanding stock of the Company.

2.45 “Term”

of any Option or SAR means the period beginning on the Grant Date of an Option or SAR and ending on the date such Option or SAR expires,

terminates or is cancelled. No Option or SAR granted under this Plan shall have a Term exceeding ten (10) years

2.46 “Termination

of Affiliation” occurs on the first day on which an individual is for any reason no longer performing services in the capacity

of an employee of, a non-employee consultant to, or a Non-Employee Director of, the Company or any Affiliate or, with respect to an individual

who is an employee of, a non-employee consultant to, or a Non-Employee Director of, an Affiliate, the first day on which such entity ceases

to be an Affiliate of the Company unless such individual continues to perform Services for the Company or another Affiliate without interruption

after such entity ceases to be an Affiliate. Notwithstanding the foregoing, if an Award constitutes deferred compensation within the meaning

of Section 409A of the Code, Termination of Affiliation with respect to such Award shall mean the Grantee’s Separation from Service.

Article 3.

Administration

3.1 Committee.

(a) Subject to Article

14, and to Section 3.2, the Plan shall be administered by a Committee (the “Incentive Plan Committee” or the “Committee”)

of directors of the Company appointed by the Board from time to time. Notwithstanding the foregoing, either the Board or the Compensation

Committee may at any time and in one or more instances reserve administrative powers to itself as the Committee or exercise any of the

administrative powers of the Committee. The number of members of the Committee may from time to time be increased or decreased as the

Board or Compensation Committee deems appropriate. To the extent the Board or Compensation Committee considers it desirable to comply

with Rule 16b-3, the Committee shall consist of two (2) or more directors of the Company, all of whom qualify as Section 16 Non-Employee

Directors.

(b) The Board or

the Compensation Committee may appoint and delegate to another committee (“Management Committee”), or to the CEO, any

or all of the authority of the Board or the Committee, as applicable, with respect to Awards to Grantees other than Grantees who are executive

officers, Non-Employee Directors, or Section 16 Persons at the time any such delegated authority is exercised.

requires otherwise, any references herein to “Committee” include references to the Incentive Plan Committee, the Board or

the Compensation Committee to the extent the Incentive Plan Committee, the Board or the Compensation Committee, as applicable, has assumed

or exercises administrative powers itself as the Committee pursuant to subsection (a), and to the Management Committee or the CEO to the

extent either has been delegated authority pursuant to subsection (b), as applicable; provided that (a) for purposes of Awards to Non-Employee

Directors, “Committee” shall include only the full Board, and (b) for purposes of Awards intended to comply with Rule 16b-3,

the “Committee” shall include only the Incentive Plan Committee or the Compensation Committee.

3.2 Powers of Committee.

Subject to and consistent with the provisions of the Plan (including Article 14), the Committee has full and final authority and sole

discretion as follows; provided that any such authority or discretion exercised with respect to a specific Non-Employee Director shall

be approved by the affirmative vote of a majority of the members of the Board, even if not a quorum, but excluding the Non-Employee Director

with respect to whom such authority or discretion is exercised:

(a) to determine

when, to whom and in what types and amounts Awards should be granted;

(b) to grant Awards

to Eligible Persons in any number and to determine the terms and conditions applicable to each Award (including the number of Shares or

the amount of cash or other property to which an Award will relate, any Exercise Price or purchase price, any limitation or restriction,

any schedule for or performance conditions relating to the earning of the Award or the lapse of limitations, forfeiture restrictions,

restrictions on exercisability or transferability, any performance goals including those relating to the Company and/or an Affiliate and/or

any division thereof and/or an individual, and/or vesting based on the passage of time, based in each case on such considerations as the

Committee shall determine);

the benefit payable under any Performance Unit, Performance Share, Dividend Equivalent, Other Stock-Based Award or Cash Incentive Award

and to determine whether any performance or vesting conditions have been satisfied;

(d) to determine

whether or not specific Awards shall be granted in connection with other specific Awards, and if so, whether they shall be exercisable

cumulatively with, or alternatively to, such other specific Awards and all other matters to be determined in connection with an Award;

(e) to determine

the Term of any Option or SAR;

(f) to determine

the amount, if any, that a Grantee shall pay for Restricted Shares, whether to permit or require the payment of cash dividends thereon

to be deferred and the terms related thereto, when Restricted Shares (including Restricted Shares acquired upon the exercise of an Option)

shall be forfeited and whether such shares shall be held in escrow;

(g) to determine

whether, to what extent and under what circumstances an Award may be settled in, or the exercise price of an Award may be paid in, cash,

Shares, other Awards or other property, or an Award may be accelerated, vested, canceled, forfeited or surrendered or any terms of the

Award may be waived, and to accelerate the exercisability of, and to accelerate or waive any or all of the terms and conditions applicable

to, any Award or any group of Awards for any reason and at any time;

(h) to determine

with respect to Awards granted to Eligible Persons whether, to what extent and under what circumstances cash, Shares, other Awards, other

property and other amounts payable with respect to an Award will be deferred, either at the election of the Grantee or automatically pursuant

to the terms of the Award Agreement;

(i) to offer to

exchange or buy out any previously granted Award for a payment in cash, Shares or other Award;

(j) to construe

and interpret the Plan and to make all determinations, including factual determinations, necessary or advisable for the administration

of the Plan;

(k) to make, amend,

suspend, waive and rescind rules and regulations relating to the Plan;

(l) to appoint such

agents as the Committee may deem necessary or advisable to administer the Plan;

(m) to determine

the terms and conditions of all Award Agreements applicable to Eligible Persons (which need not be identical) and, with the consent of

the Grantee, to amend any such Award Agreement at any time, among other things, to permit transfers of such Awards to the extent permitted

by the Plan; provided that the consent of the Grantee shall not be required for any amendment (a) which does not adversely affect the

rights of the Grantee, (b) which is necessary or advisable (as determined by the Committee) to carry out the purpose of the Award as a

result of any new applicable law or change in an existing applicable law, or (c) to the extent the Award Agreement specifically permits

amendment without consent;

(n) to cancel, with

the consent of the Grantee, outstanding Awards and to grant new Awards in substitution therefor;

(o) to impose such

additional terms and conditions upon the grant, exercise or retention of Awards as the Committee may, before or concurrently with the

grant thereof, deem appropriate, including limiting the percentage of Awards which may from time to time be exercised by a Grantee;

(p) to make adjustments

in the terms and conditions of, and the criteria in, Awards in recognition of unusual or nonrecurring events (including events described

in Section 4.2) affecting the Company or an Affiliate or the financial statements of the Company or an Affiliate, or in response to changes

in applicable laws, regulations or accounting principles;

(q) to correct any

defect or supply any omission or reconcile any inconsistency, and to construe and interpret the Plan, the rules and regulations, and Award

Agreement or any other instrument entered into or relating to an Award under the Plan; and

(r) to take any

other action with respect to any matters relating to the Plan for which it is responsible and to make all other decisions and determinations

as may be required under the terms of the Plan or as the Committee may deem necessary or advisable for the administration of the Plan.

Any action of the Committee

with respect to the Plan shall be final, conclusive and binding on all persons, including the Company, its Affiliates, any Grantee, any

person claiming any rights under the Plan from or through any Grantee, and stockholders, except to the extent the Committee may subsequently

modify, or take further action not consistent with, its prior action. If not specified in the Plan, the time at which the Committee must

or may make any determination shall be determined by the Committee, and any such determination may thereafter be modified by the Committee.

The express grant of any specific power to the Committee, and the taking of any action by the Committee, shall not be construed as limiting

any power or authority of the Committee. Subject to Section 3.1(b), the Committee may delegate to officers of the Company or any Affiliate

the authority, subject to such terms as the Committee shall determine, to perform specified functions under the Plan.

3.3 No Repricings.

Notwithstanding any provision in Section 3.2 to the contrary, the terms of any outstanding Option or SAR may not be amended to reduce

the Exercise Price of such Option or SAR or cancel any outstanding Option or SAR in exchange for other Options or SARs with an Exercise

Price that is less than the Exercise Price of the cancelled Option or SAR or for any cash payment (or Shares having with a Fair Market

Value) in an amount that exceeds the excess of the Fair Market Value of the Shares underlying such cancelled Option or SAR over the aggregate

Exercise Price of such Option or SAR or for any other Award, without stockholder approval; provided, however, that the restrictions set

forth in this Section 3.3, shall not apply (a) unless the Company has a class of stock that is registered under Section 12 of the Exchange

Act or (b) to any adjustment allowed under to Section 4.2.

Article 4.

Shares Subject to the Plan

4.1 Number of Shares Available

for Grants. Subject to adjustment as provided in Section 4.2 and except as provided in Section 5.6(b), the maximum number of Shares

hereby reserved for delivery under the Plan shall be 8,644,887 Shares.

Up to a maximum of 490,000 Shares may be delivered

pursuant to the exercise of Incentive Stock Options granted hereunder.

If any Shares subject to an

Award granted hereunder (other than a Substitute Award granted pursuant to Section 5.6(b)) are forfeited or such Award otherwise terminates

without payment or delivery of such Shares, the Shares subject to such Award, to the extent of any such forfeiture or termination, shall

again be available for grant under the Plan. For avoidance of doubt, however, if any Shares subject to an Award granted hereunder are

withheld or applied as payment in connection with the exercise of an Award or the withholding or payment of taxes related thereto (“Returned

Shares”), such Returned Shares will be treated as having been delivered for purposes of determining the maximum number of Shares

available for grant under the Plan and shall not again be treated as available for grant under the Plan. Moreover, the number of Shares

available for issuance under the Plan may not be increased through the Company’s purchase of Shares on the open market with the

proceeds obtained from the exercise of any Options granted hereunder. Upon settlement of an SAR, the number of Shares underlying the portion

of the SAR that is exercised will be treated as having been delivered for purposes of determining the maximum number of Shares available

for grant under the Plan and shall not again be treated as available for issuance under the Plan.

Shares delivered pursuant

to the Plan may be, in whole or in part, authorized and unissued Shares, or treasury Shares, including Shares repurchased by the Company

for purposes of the Plan.

4.2 Adjustments in Authorized

Shares and Awards; Corporate Transaction, Liquidation or Dissolution.

(a) Adjustment

in Authorized Shares and Awards. In the event that the Committee determines that any dividend or other distribution (whether in the

form of cash, Shares, or other property), recapitalization, forward or reverse stock split, subdivision, consolidation or reduction of

capital, reorganization, merger, consolidation, scheme of arrangement, split-up, spin-off or combination involving the Company or repurchase

or exchange of Shares or other securities of the Company or other rights to purchase Shares or other securities of the Company, or other

similar corporate transaction or event affects the Shares such that any adjustment is determined by the Committee to be appropriate in

order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, then the

Committee shall, in such manner as it may deem equitable, adjust any or all of (a) the number and type of Shares (or other securities

or property) with respect to which Awards may be granted, (b) the number and type of Shares (or other securities or property) subject

to outstanding Awards, (c) the Exercise Price with respect to any Option or SAR or, if deemed appropriate, make provision for a cash payment

to the holder of an outstanding Award, and (d) the number and kind of Shares of outstanding Restricted Shares, or the Shares underlying

any other form of Award. Notwithstanding the foregoing, no such adjustment shall be authorized with respect to any Options or SARs to

the extent that such adjustment would cause the Option or SAR to violate Section 424(a) of the Code or otherwise subject any Grantee to

taxation under Section 409A of the Code; and provided further that the number of Shares subject to any Award denominated in Shares

shall always be a whole number.

(b) Merger, Consolidation

or Similar Corporate Transaction. In the event of a merger or consolidation of the Company with or into another corporation or a sale

of substantially all of the stock of the Company (a “Corporate Transaction”), unless an outstanding Award is assumed

by the Surviving Company or replaced with an equivalent Award granted by the Surviving Company in substitution for such outstanding Award,

the Committee shall cancel any outstanding Awards that are not vested and nonforfeitable as of the consummation of such Corporate Transaction

(unless the Committee accelerates the vesting of any such Awards) and with respect to any vested and nonforfeitable Awards, the Committee

may either (a) allow all Grantees to exercise such Awards of Options and SARs within a reasonable period prior to the consummation of

the Corporate Transaction and cancel any outstanding Options or SARs that remain unexercised upon consummation of the Corporate Transaction,

or (b) cancel any or all of such outstanding Awards in exchange for a payment (in cash, or in securities or other property) in an amount

equal to the amount that the Grantee would have received (net of the Exercise Price with respect to any Options or SARs) if such vested

Awards were settled or distributed or such vested Options and SARs were exercised immediately prior to the consummation of the Corporate

Transaction. Notwithstanding the foregoing, if an Option or SAR is not assumed by the Surviving Company or replaced with an equivalent

Award issued by the Surviving Company and the Exercise Price with respect to any outstanding Option or SAR exceeds the Fair Market Value

of the Shares immediately prior to the consummation of the Corporation Transaction, such Awards shall be cancelled without any payment

to the Grantee.

or Dissolution of the Company. In the event of the proposed dissolution or liquidation of the Company, each Award will terminate immediately

prior to the consummation of such proposed action, unless otherwise provided by the Committee. Additionally, the Committee may, in the

exercise of its sole discretion, cause Awards to be vested and non-forfeitable and cause any conditions on any such Award to lapse, as

to all or any part of such Award, including Shares as to which the Award would not otherwise be exercisable or non-forfeitable, and allow

all Grantees to exercise such Awards of Options and SARs within a reasonable period prior to the consummation of such proposed action.

Any Awards that remain unexercised upon consummation of such proposed action shall be cancelled.

(d) Deferred

Compensation. Notwithstanding the foregoing provisions of this Section 4.2, if an Award constitutes deferred compensation within the

meaning of Section 409A of the Code, no payment or settlement of such Award shall be made pursuant to Section 4.2(b) or (c), unless the

Corporate Transaction or the dissolution or liquidation of the Company, as applicable, constitutes a Change in Control.

Article 5.

Eligibility and General Conditions of Awards

5.1 Eligibility. The

Committee may in its discretion grant Awards to any Eligible Person, whether or not he or she has previously received an Award; provided,

however, that all Awards made to Non-Employee Directors shall be determined by the Board in its sole discretion. Awards made to Eligible

Persons who are principally employed outside the United States shall be subject to the terms of this Plan, except as otherwise modified

in an appendix to this Plan or in the Award Agreement. Subject to Sections 15.1 and 15.2, the Board may amend the appendix to reflect

changes in foreign law or the Company’s or Affiliates’ workforce or operations.

5.2 Award Agreement.

To the extent not set forth in the Plan, the terms and conditions of each Award shall be set forth in an Award Agreement.

5.3 General Terms and Termination

of Affiliation. The Committee may impose on any Award or the exercise or settlement thereof, at the date of grant or, subject to the

provisions of Section 15.2, thereafter, such additional terms and conditions not inconsistent with the provisions of the Plan as the Committee

shall determine, including terms requiring forfeiture, acceleration or pro-rata acceleration of Awards in the event of a Termination of

Affiliation by the Grantee. Except as may be required under the Delaware General Corporation Law, Awards may be granted for no consideration

other than prior and future services. Except as set forth in an Award Agreement or as otherwise determined by the Committee, (a) all Options

and SARs that are not vested and exercisable at the time of a Grantee’s Termination of Affiliation, and any other Awards that remain

subject to a risk of forfeiture or which are not otherwise vested at the time of the Grantee’s Termination of Affiliation shall

be forfeited to the Company and (b) all outstanding Options and SARs not previously exercised shall expire three months after the Grantee’s

Termination of Affiliation.

5.4 Nontransferability of Awards.

(a) Each Award and

each right under any Award shall be exercisable only by the Grantee during the Grantee’s lifetime or, if permissible under applicable

law, by the Grantee’s guardian or legal representative or by a transferee receiving such Award pursuant to a qualified domestic

relations order (a “QDRO”), as defined in the Code or Title I of the Employee Retirement Income Security Act of 1974,

as amended, or the rules thereunder.

(b) No Award (prior

to the time, if applicable, Shares are delivered in respect of such Award), and no right under any Award, may be assigned, alienated,

pledged, attached, sold or otherwise transferred or encumbered by a Grantee otherwise than by will or by the laws of descent and distribution

(or in the case of Restricted Shares, to the Company) or pursuant to a QDRO, and any such purported assignment, alienation, pledge, attachment,

sale, transfer or encumbrance shall be void and unenforceable against the Company or any Affiliate; provided that the designation of a

beneficiary to receive benefits in the event of the Grantee’s death shall not constitute an assignment, alienation, pledge, attachment,

sale, transfer or encumbrance.

subsections (a) and (b) above, to the extent provided in the Award Agreement or as otherwise approved by the Committee, Options (other

than Incentive Stock Options) and Restricted Shares may be transferred without consideration to a Permitted Transferee. For this purpose,

a “Permitted Transferee” in respect of any Grantee means any member of the Immediate Family of such Grantee, any trust of

which all of the primary beneficiaries are such Grantee or members of his or her Immediate Family, or any partnership (including limited

liability companies and similar entities) of which all of the partners or members are such Grantee or members of his or her Immediate

Family; and the “Immediate Family” of a Grantee means the Grantee’s spouse, children, stepchildren, grandchildren, parents,

stepparents, siblings, grandparents, nieces and nephews. Such Option may be exercised by such transferee in accordance with the terms

of the Award Agreement. If so determined by the Committee, a Grantee may, in the manner established by the Committee, designate a beneficiary

or beneficiaries to exercise the rights of the Grantee and to receive any distribution with respect to any Award upon the death of the

Grantee. A transferee, beneficiary, guardian, legal representative or other person claiming any rights under the Plan from or through

any Grantee shall be subject to the provisions of the Plan and any applicable Award Agreement, except to the extent the Plan and Award

Agreement otherwise provide with respect to such persons, and to any additional restrictions or limitations deemed necessary or appropriate

by the Committee.

(d) Nothing herein

shall be construed as requiring the Committee to honor a QDRO except to the extent required under applicable law.

5.5 Cancellation and Rescission

of Awards. Unless the Award Agreement specifies otherwise, the Committee may cancel, rescind, suspend, withhold, or otherwise limit

or restrict any unexercised Award at any time if the Grantee is not in compliance with all applicable provisions of the Award Agreement

and the Plan or if the Grantee has a Termination of Affiliation.

5.6 Stand-Alone, Tandem and Substitute Awards.

(a) Awards granted

under the Plan may, in the discretion of the Committee, be granted either alone or in addition to, in tandem with, or in substitution

for, any other Award granted under the Plan unless such tandem or substitution Award would subject the Grantee to tax penalties imposed

under Section 409A of the Code. If an Award is granted in substitution for another Award or any non-Plan award or benefit, the Committee

shall require the surrender of such other Award or non-Plan award or benefit in consideration for the grant of the new Award. Awards granted

in addition to or in tandem with other Awards or non-Plan awards or benefits may be granted either at the same time as or at a different

time from the grant of such other Awards or non-Plan awards or benefits; provided, however, that if any SAR is granted in tandem with

an Incentive Stock Option, such SAR and Incentive Stock Option must have the same Grant Date and Term, and the Exercise Price of the SAR

may not be less than the Exercise Price of the Incentive Stock Option.

(b) The Committee

may, in its discretion and on such terms and conditions as the Committee considers appropriate in the circumstances, grant Awards under

the Plan (“Substitute Awards”) in substitution for stock and stock-based awards (“Acquired Entity Awards”)

held by current or former employees or non-employee directors of, or consultants to, another corporation or entity who become Eligible

Persons as the result of a merger or consolidation of the employing corporation or other entity (the “Acquired Entity”)

with the Company or an Affiliate or the acquisition by the Company or an Affiliate of property or stock of the Acquired Entity immediately

prior to such merger, consolidation or acquisition in order to preserve for the Grantee the economic value of all or a portion of such

Acquired Entity Award at such price as the Committee determines necessary to achieve preservation of economic value. The limitations in

Section 4.1 on the number of Shares reserved or available for grants shall not apply to Substitute Awards granted under this Section 5.6(b).

5.7 Compliance with Rule

16b-3. The provisions of this Section 5.7 will not apply unless and until the Company has a class of stock that is registered under

Section 12 of the Exchange Act.

(a) Six-Month

Holding Period Advice. Unless a Grantee could otherwise dispose of or exercise a derivative security or dispose of Shares delivered

under the Plan without incurring liability under Section 16(b) of the Exchange Act, the Committee may advise or require a Grantee to comply

with the following in order to avoid incurring liability under Section 16(b) of the Exchange Act: (a) at least six (6) months must elapse

from the date of acquisition of a derivative security under the Plan to the date of disposition of the derivative security (other than

upon exercise or conversion) or its underlying equity security, and (b) Shares granted or awarded under the Plan other than upon exercise

or conversion of a derivative security must be held for at least six (6) months from the date of grant of an Award.

(b) Reformation

to Comply with Exchange Act Rules. To the extent the Committee determines that a grant or other transaction by a Section 16 Person

should comply with applicable provisions of Rule 16b-3 (except for transactions exempted under alternative Exchange Act rules), the Committee

shall take such actions as necessary to make such grant or other transaction so comply, and if any provision of this Plan or any Award

Agreement relating to a given Award does not comply with the requirements of Rule 16b-3 as then applicable to any such grant or transaction,

such provision will be construed or deemed amended, if the Committee so determines, to the extent necessary to conform to the then applicable

requirements of Rule 16b-3.

Administration. Any function relating to a Section 16 Person shall be performed solely by the Committee or the Board if necessary

to ensure compliance with applicable requirements of Rule 16b-3, to the extent the Committee determines that such compliance is desired.

Each member of the Committee or person acting on behalf of the Committee shall be entitled to, in good faith, rely or act upon any report

or other information furnished to him by any officer, manager or other employee of the Company or any Affiliate, the Company’s independent

certified public accountants or any executive compensation consultant or attorney or other professional retained by the Company to assist

in the administration of the Plan.

5.8 Deferral of Award Payouts.

The Committee may permit a Grantee to defer, or if and to the extent specified in an Award Agreement, require the Grantee to defer, receipt

of the payment of cash or the delivery of Shares that would otherwise be due by virtue of the lapse or waiver of restrictions with respect

to Restricted Stock Units, the satisfaction of any requirements or goals with respect to Performance Units or Performance Shares, the

lapse or waiver of the deferral period for Deferred Stock, or the lapse or waiver of restrictions with respect to Other Stock-Based Awards

or Cash Incentive Awards. If the Committee permits such deferrals, the Committee shall establish rules and procedures for making such

deferral elections and for the payment of such deferrals, which shall conform in form and substance with applicable regulations promulgated

under Section 409A of the Code and Article 16 to ensure that the Grantee is not subjected to tax penalties under Section 409A of the Code

with respect to such deferrals. Except as otherwise provided in an Award Agreement, any payment or any Shares that are subject to such

deferral shall be made or delivered to the Grantee as specified in the Award Agreement or pursuant to the Grantee’s deferral election.

Article 6.

Stock Options

6.1 Grant of Options.

Subject to and consistent with the provisions of the Plan, Options may be granted to any Eligible Person in such number, and upon such

terms, and at any time and from time to time as shall be determined by the Committee.

6.2 Award Agreement.

Each Option grant shall be evidenced by an Award Agreement that shall specify the Exercise Price, the Term of the Option, the number of

Shares to which the Option pertains, the time or times at which such Option shall be exercisable and such other provisions as the Committee

shall determine.

6.3 Option Exercise Price.

The Exercise Price of an Option under this Plan shall be determined in the sole discretion of the Committee but may not be less than one

hundred percent (100%) of the Fair Market Value of a Share on the Grant Date.

6.4 Grant of Incentive

Stock Options. At the time of the grant of any Option, the Committee may in its discretion designate that such Option shall be made

subject to additional restrictions to permit it to qualify as an Incentive Stock Option. Any Option designated as an Incentive Stock Option:

(a) shall be granted

only to an employee of the Company or a Subsidiary Corporation;

(b) shall have an

Exercise Price of not less than one hundred percent (100%) of the Fair Market Value of a Share on the Grant Date, and, if granted to a

person who owns capital stock (including stock treated as owned under Section 424(d) of the Code) possessing more than ten percent (10%)

of the total combined voting power of all classes of capital stock of the Company or any Subsidiary Corporation (a “10% Owner”),

have an Exercise Price not less than one hundred and ten percent (110%) of the Fair Market Value of a Share on its Grant Date;

a period of not more than ten (10) years (five (5) years if the Grantee is a 10% Owner) from its Grant Date, and shall be subject to earlier

termination as provided herein or in the applicable Award Agreement;

(d) shall not have

an aggregate Fair Market Value (as of the Grant Date) of Shares with respect to which Incentive Stock Options (whether granted under the

Plan or any other stock option plan of the Grantee’s employer or any parent or Subsidiary Corporation (“Other Plans”))

are exercisable for the first time by such Grantee during any calendar year (“Current Grant”), determined in accordance

with the provisions of Section 422 of the Code, which exceeds one hundred thousand dollars ($100,000) (the “$100,000 Limit”);

(e) shall, if the

aggregate Fair Market Value of the Shares (determined on the Grant Date) with respect to the Current Grant and all Incentive Stock Options

previously granted under the Plan and any Other Plans which are exercisable for the first time during a calendar year (“Prior

Grants”) would exceed the $100,000 Limit, be, as to the portion in excess of the $100,000 Limit, exercisable as a separate option

that is not an Incentive Stock Option at such date or dates as are provided in the Current Grant;

(f) shall require

the Grantee to notify the Committee of any disposition of any Shares delivered pursuant to the exercise of the Incentive Stock Option

under the circumstances described in Section 421(b) of the Code (relating to holding periods and certain disqualifying dispositions) (“Disqualifying

Disposition”) within ten (10) days of such a Disqualifying Disposition;

(g) shall by its

terms not be assignable or transferable other than by will or the laws of descent and distribution, and may be exercised, during the Grantee’s

lifetime, only by the Grantee; provided, however, that the Grantee may, to the extent provided in the Plan in any manner specified by

the Committee, designate in writing a beneficiary to exercise his or her Incentive Stock Option after the Grantee’s death; and

(h) shall, if such

Option nevertheless fails to meet the foregoing requirements, or otherwise fails to meet the requirements of Section 422 of the Code for

an Incentive Stock Option, be treated for all purposes of this Plan, except as otherwise provided in subsections (d) and (e) above, as

an Option that is not an Incentive Stock Option.

Notwithstanding the foregoing

and Section 3.2, the Committee may, without the consent of the Grantee, at any time before the exercise of an Option (whether or not an

Incentive Stock Option), take any action necessary to prevent such Option from being treated as an Incentive Stock Option.

6.5 Payment of Exercise

Price. Except as otherwise provided in an Award Agreement, Options shall be exercised by the delivery of a written 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 made by any one or more of the following means:

(a) cash, personal

check or wire transfer;

(b) with the approval

of the Committee, delivery of Common Stock owned by the Grantee prior to exercise, such shares valued at Fair Market Value on the date

of exercise;

of the Committee, Shares acquired upon the exercise of such Option, such Shares valued at Fair Market Value on the date of exercise;

(d) with the approval

of the Committee, Restricted Shares held by the Grantee prior to the exercise of the Option, valued at Fair Market Value on the date of

exercise; or

(e) subject to applicable

law (including the prohibited loan provisions of Section 402 of the Sarbanes Oxley Act of 2002), through the sale of the Shares acquired

on exercise of the Option through a broker-dealer to whom the Grantee has submitted an irrevocable notice of exercise and irrevocable

instructions to deliver promptly to the Company the amount of sale proceeds sufficient to pay for such Shares, together with, if requested

by the Company, the amount of federal, state, local or foreign withholding taxes payable by Grantee by reason of such exercise.

The Committee may in its discretion

specify that, if any Restricted Shares (“Tendered Restricted Shares”) are used to pay the Exercise Price, (a) all the

Shares acquired on exercise of the Option shall be subject to the same restrictions as the Tendered Restricted Shares, determined as of

the date of exercise of the Option, or (b) a number of Shares acquired on exercise of the Option equal to the number of Tendered Restricted

Shares shall be subject to the same restrictions as the Tendered Restricted Shares, determined as of the date of exercise of the Option.

Article 7.

Stock Appreciation Rights

7.1 Issuance. Subject

to and consistent with the provisions of the Plan, the Committee, at any time and from time to time, may grant SARs to any Eligible Person

either alone or in addition to other Awards granted under the Plan. Such SARs may, but need not, be granted in connection with a specific

Option granted under Article 6. The Committee may impose such conditions or restrictions on the exercise of any SAR as it shall deem appropriate.

7.2 Award Agreements.

Each SAR grant shall be evidenced by an Award Agreement in such form as the Committee may approve and shall contain such terms and conditions

not inconsistent with other provisions of the Plan as shall be determined from time to time by the Committee.

7.3 SAR Exercise Price.

The Exercise Price of a SAR shall be determined by the Committee in its sole discretion; provided that the Exercise Price shall not be

less than one hundred percent (100%) of the Fair Market Value of a Share on the date of the grant of the SAR.

7.4 Exercise and Payment.

Upon the exercise of an SAR, a Grantee shall be entitled to receive payment from the Company in an amount determined by multiplying:

(a) The excess of

the Fair Market Value of a Share on the date of exercise over the Exercise Price; by

(b) The number of

Shares with respect to which the SAR is exercised.

SARs shall be deemed exercised

on the date written notice of exercise in a form acceptable to the Committee is received by the Secretary of the Company. The Company

shall make payment in respect of any SAR within five (5) days of the date the SAR is exercised. Any payment by the Company in respect

of a SAR may be made in cash, Shares, other property, or any combination thereof, as the Committee, in its sole discretion, shall determine

or, to the extent permitted under the terms of the applicable Award Agreement, at the election of the Grantee.

Article 8.

Restricted Shares

8.1 Grant of Restricted

Shares. Subject to and consistent with the provisions of the Plan, the Committee, at any time and from time to time, may grant Restricted

Shares to any Eligible Person in such amounts as the Committee shall determine.

8.2 Award Agreement.

Each grant of Restricted Shares shall be evidenced by an Award Agreement that shall specify the Period(s) of Restriction, the number of

Restricted Shares granted, and such other provisions as the Committee shall determine. The Committee may impose such conditions and/or

restrictions on any Restricted Shares granted pursuant to the Plan as it may deem advisable, including restrictions based upon the achievement

of specific performance goals, time-based restrictions on vesting following the attainment of the performance goals, and/or restrictions

under applicable securities laws; provided that such conditions and/or restrictions may lapse, if so determined by the Committee, in the

event of the Grantee’s Termination of Affiliation due to death, Disability, or involuntary termination by the Company or an Affiliate

without Cause.

8.3 Consideration for Restricted

Shares. The Committee shall determine the amount, if any, that a Grantee shall pay for Restricted Shares.

8.4 Effect of Forfeiture.

If Restricted Shares are forfeited, and if the Grantee was required to pay for such shares or acquired such Restricted Shares upon the

exercise of an Option, the Grantee shall be deemed to have resold such Restricted Shares to the Company at a price equal to the lesser

of (a) the amount paid by the Grantee for such Restricted Shares, or (b) the Fair Market Value of a Share on the date of such forfeiture.

The Company shall pay to the Grantee the deemed sale price as soon as is administratively practical. Such Restricted Shares shall cease

to be outstanding and shall no longer confer on the Grantee thereof any rights as a stockholder of the Company, from and after the date

of the event causing the forfeiture, whether or not the Grantee accepts the Company’s tender of payment for such Restricted Shares.

8.5 Escrow; Legends.

The Committee may provide that the certificates for any Restricted Shares (a) shall be held (together with a stock power executed in blank

by the Grantee) in escrow by the Secretary of the Company until such Restricted Shares become nonforfeitable or are forfeited and/or (b)

shall bear an appropriate legend restricting the transfer of such Restricted Shares under the Plan. If any Restricted Shares become nonforfeitable,

the Company shall cause certificates for such shares to be delivered without such legend.

Article 9.

Performance Units and Performance Shares

9.1 Grant of Performance

Units and Performance Shares. Subject to and consistent with the provisions of the Plan, Performance Units or Performance Shares may

be granted to any Eligible Person in such amounts and upon such terms, and at any time and from time to time, as shall be determined by

the Committee.

9.2 Value/Performance Goals.

The Committee shall set performance goals in its discretion which, depending on the extent to which they are met, will determine the number

or value of Performance Units or Performance Shares that will be paid to the Grantee.

(a) Performance

Unit. Each Performance Unit shall have an initial value that is established by the Committee at the time of grant.

(b) Performance

Share. Each Performance Share shall have an initial value equal to the Fair Market Value of a Share on the date of grant.

9.3 Earning of Performance

Units and Performance Shares. After the applicable Performance Period has ended, the Grantee of Performance Units or Performance Shares

shall be entitled to payment based on the level of achievement of performance goals set by the Committee. At the discretion of the Committee,

the settlement of Performance Units or Performance Shares may be in cash, Shares of equivalent value, or in some combination thereof,

as set forth in the Award Agreement. If a Grantee is promoted, demoted or transferred to a different business unit of the Company during

a Performance Period, then, to the extent the Committee determines that the Award, the performance goals, or the Performance Period are

no longer appropriate, the Committee may adjust, change, eliminate or cancel the Award, the performance goals, or the applicable Performance

Period, as it deems appropriate in order to make them appropriate and comparable to the initial Award, the performance goals, or the Performance

Period. At the discretion of the Committee, a Grantee may be entitled to receive any dividends or Dividend Equivalents declared with respect

to Shares deliverable in connection with vested Performance Shares which have been earned, but not yet delivered to the Grantee.

Article 10.

Deferred Stock and Restricted Stock Units

10.1 Grant of Deferred

Stock and Restricted Stock Units. Subject to and consistent with the provisions of the Plan, the Committee, at any time and from time

to time, may grant Deferred Stock and/or Restricted Stock Units to any Eligible Person, in such amount and upon such terms as the Committee

shall determine. Deferred Stock must conform in form and substance with applicable regulations promulgated under Section 409A of the Code

and with Article 16 to ensure that the Grantee is not subjected to tax penalties under Section 409A of the Code with respect to such Deferred

Stock.

10.2 Vesting and Delivery.

(a) Delivery

with Respect to Deferred Stock. Delivery of Shares subject to a Deferred Stock grant will occur upon expiration of the deferral period

or upon the occurrence of one or more of the distribution events described in Section 409A(a)(2) of the Code as specified by the Committee

in the Grantee’s Award Agreement for the Award of Deferred Stock. An Award of Deferred Stock may be subject to such substantial

risk of forfeiture conditions as the Committee may impose, which conditions may lapse at such times or upon the achievement of such objectives

as the Committee shall determine at the time of grant or thereafter. Unless otherwise determined by the Committee, to the extent that

the Grantee has a Termination of Affiliation while the Deferred Stock remains subject to a substantial risk of forfeiture, such Deferred

Shares shall be forfeited, unless the Committee determines that such substantial risk of forfeiture shall lapse in the event of the Grantee’s

Termination of Affiliation due to death, Disability, or involuntary termination by the Company or an Affiliate without “cause.”

(b) Delivery

with Respect to Restricted Stock Units. Delivery of Shares subject to a grant of Restricted Stock Units shall occur no later than

the fifteenth (15th) day of the third (3rd)

month following the end of the taxable year of the Grantee or the fiscal year of the Company in which the Grantee’s rights under

such Restricted Stock Units are no longer subject to a substantial risk of forfeiture as defined in final regulations under Section 409A

of the Code. Unless otherwise determined by the Committee, to the extent that the Grantee has a Termination of Affiliation while the Restricted

Stock Units remains subject to a substantial risk of forfeiture, such Restricted Stock Units shall be forfeited, unless the Committee

determines that such substantial risk of forfeiture shall lapse in the event of the Grantee’s Termination of Affiliation due to

death, Disability, or involuntary termination by the Company or an Affiliate without “cause.”

10.3 Voting and Dividend

Equivalent Rights Attributable to Deferred Stock and Restricted Stock Units. A Grantee awarded Deferred Stock or Restricted Stock

Units shall have no voting rights with respect to such Deferred Stock or Restricted Stock Units prior to the delivery of Shares in settlement

of such Deferred Stock and/or Restricted Stock Units. Unless otherwise determined by the Committee, a Grantee shall have the rights to

receive Dividend Equivalents in respect of Deferred Stock and/or Restricted Stock Units, which Dividend Equivalents shall be deemed reinvested

in additional Shares of Deferred Stock or Restricted Stock Units, as applicable, which shall remain subject to the same forfeiture conditions

applicable to the Deferred Stock or Restricted Stock Units to which such Dividend Equivalents relate.

Article 11.

Dividend Equivalents

The Committee is authorized

to grant Awards of Dividend Equivalents alone or in conjunction with other Awards. The Committee may provide that Dividend Equivalents

shall be paid or distributed when accrued or shall be deemed to have been reinvested in additional Shares or additional Awards or otherwise

reinvested subject to distribution at the same time and subject to the same conditions as the Award to which it relates; provided, however,

that any Dividend Equivalents granted in conjunction with any Award that is subject to forfeiture conditions shall remain subject to the

same forfeiture conditions applicable to the Award to which such Dividend Equivalents relate and any payments in respect of any Dividend

Equivalents granted in conjunction with any Options or SARs may not be conditioned, directly or indirectly, on the Grantee’s exercise

of the Options or SARs or paid at the same time that the Options or SARs are exercised. The timing of payment or distribution of Dividend

Equivalents must comply with the requirements of Section 409A of the Code.

Article 12.

Bonus Shares

Subject to the terms of the

Plan, the Committee may grant Bonus Shares to any Eligible Person, in such amount and upon such terms and at any time and from time to

time as shall be determined by the Committee.

Article 13.

Other Stock-Based Awards

The Committee is authorized,

subject to limitations under applicable law, to grant such other Awards that are denominated or payable in, valued in whole or in part

by reference to, or otherwise based on, or related to, Shares, as deemed by the Committee to be consistent with the purposes of the Plan,

including Shares awarded which are not subject to any restrictions or conditions, convertible or exchangeable debt securities or other

rights convertible or exchangeable into Shares, and Awards valued by reference to the value of securities of or the performance of specified

Affiliates. Subject to and consistent with the provisions of the Plan, the Committee shall determine the terms and conditions of such

Awards. Except as provided by the Committee, Shares delivered pursuant to a purchase right granted under this Article 13 shall be purchased

for such consideration, paid for by such methods and in such forms, including cash, Shares, outstanding Awards or other property, as the

Committee shall determine.

Article 14.

Non-Employee Director Awards

Subject to the terms of the

Plan, the Board may grant Awards to any Non-Employee Director, in such amount and upon such terms and at any time and from time to time

as shall be determined by the full Board in its sole discretion. Except as otherwise provided in Section 5.6(b), a Non-Employee Director

may not be granted Awards with respect to Shares that have a Fair Market Value (determined as of the date of grant) in excess of five

hundred thousand dollars ($500,000) in a single calendar year.

Article 15.

Amendment, Modification, and Termination

15.1 Amendment, Modification,

and Termination. Subject to Section 15.2, the Board may, at any time and from time to time, alter, amend, suspend, discontinue or

terminate the Plan in whole or in part without the approval of the Company’s stockholders, except that (a) any amendment or alteration

shall be subject to the approval of the Company’s stockholders if such stockholder approval is required by any federal or state

law or regulation or the rules of any stock exchange or automated quotation system on which the Shares may then be listed or quoted, and

(b) the Board may otherwise, in its discretion, determine to submit other such amendments or alterations to stockholders for approval.

15.2 Awards Previously

Granted. Except as otherwise specifically permitted in the Plan or an Award Agreement, no termination, amendment, or modification

of the Plan shall adversely affect in any material way any Award previously granted under the Plan, without the written consent of the

Grantee of such Award.

Article 16.

Compliance with Section 409A of the Code

16.1 Awards Subject to

Section 409A of the Code. The provisions of this Article 16 shall apply to any Award or portion thereof that is or becomes deferred

compensation subject to Section 409A of the Code (a “409A Award”), notwithstanding any provision to the contrary contained

in the Plan or the Award Agreement applicable to such Award.

16.2 Deferral and/or Distribution

Elections. Except as otherwise permitted or required by Section 409A of the Code, the following rules shall apply to any deferral

and/or elections as to the form or timing of distributions (each, an “Election”) that may be permitted or required

by the Committee with respect to a 409A Award:

(a) Any Election

must be in writing and specify the amount being deferred, and the time and form of distribution (i.e., lump sum or installments) as permitted

by this Plan. An Election may but need not specify whether payment will be made in cash, Shares or other property.

(b) Any Election

shall become irrevocable as of the deadline specified by the Committee, which shall not be later than December 31 of the year preceding

the year in which services relating to the Award commence; provided, however, that if the Award qualifies as “performance-based

compensation” for purposes of Section 409A of the Code and is based on services performed over a period of at least twelve (12)

months, then the deadline may be no later than six (6) months prior to the end of such Performance Period.

provided by the Committee, an Election shall continue in effect until a written election to revoke or change such Election is received

by the Committee, prior to the last day for making an Election for the subsequent year.

16.3 Subsequent Elections.

Except as otherwise permitted or required by Section 409A of the Code, any 409A Award which permits a subsequent Election to further defer

the distribution or change the form of distribution shall comply with the following requirements:

(a) No subsequent

Election may take effect until at least twelve (12) months after the date on which the subsequent Election is made;

(b) Each subsequent

Election related to a distribution upon separation from service, a specified time, or a Change in Control must result in a delay of the

distribution for a period of not less than five (5) years from the date such distribution would otherwise have been made; and

Election related to a distribution to be made at a specified time or pursuant to a fixed schedule shall be made less than twelve (12)

months prior to the date the first scheduled payment would otherwise be made.

16.4 Distributions Pursuant

to Deferral Elections. Except as otherwise permitted or required by Section 409A of the Code, no distribution in settlement of a 409A

Award may commence earlier than:

(a) Separation from

Service;

(b) the date the

Participant becomes Disabled (as defined in Section 2.15(b);

death;

(d) a specified

time (or pursuant to a fixed schedule) that is either (a) specified by the Committee upon the grant of the Award and set forth in the

Award Agreement or (b) specified by the Grantee in an Election complying with the requirements of Section 16.2 and/or 16.3, as applicable;

(e) a change in

ownership of the Company or a substantial portion of its assets within the meaning of Treasury Regulation Section 1.409A-3(i)(5)(v) or

(vii) or a change in effective control of the Company within the meaning of Treasury Regulation Section 1.409A-3(i)(5)(vi) (a “Change

in Control”).

16.5 Six Month Delay.

Notwithstanding anything herein or in any Award Agreement or Election to the contrary, to the extent that distribution of a 409A Award

is triggered by a Grantee’s Separation from Service, if the Grantee is then a “specified employee” (as defined in Treasury

Regulation Section 1.409A-1(i)), no distribution may be made before the date which is six (6) months after such Grantee’s Separation

from Service, or, if earlier, the date of the Grantee’s death.

16.6 Death or Disability.

Unless the Award Agreement otherwise provides, if a Grantee dies or becomes Disabled before complete distribution of amounts payable upon

settlement of a 409A Award, such undistributed amounts, to the extent vested, shall be distributed as provided in the Participants Election.

If the Participant has made no Election with respect to distributions upon death or Disability, all such distributions shall be paid in

a lump sum within ninety (90) days following the date of the Participant’s death or Disability.

16.7 No Acceleration of

Distributions. This Plan does not permit the acceleration of the time or schedule of any distribution under a 409A Award, except as

provided by Section 409A of the Code and/or applicable regulations or rulings issued thereunder.

Article 17.

Withholding

17.1 Required Withholding.

(a) The Committee

in its sole discretion may provide that when taxes are to be withheld in connection with the exercise of an Option or SAR, or upon the

lapse of restrictions on Restricted Shares, or upon the transfer of Shares, or upon payment of any other benefit or right under this Plan

(the date on which such exercise occurs or such restrictions lapse or such payment of any other benefit or right occurs hereinafter referred

to as the “Tax Date”), the Grantee may elect to make payment for the withholding of federal, state and local taxes,

including Social Security and Medicare (“FICA”) taxes by one or a combination of the following methods:

(i) paying an amount

in cash equal to the amount to be withheld (including cash obtained through the sale of the Shares acquired on exercise of an Option or

SAR, upon the lapse of restrictions on Restricted Shares, or upon the transfer of Shares, through a broker-dealer to whom the Grantee

has submitted an irrevocable instructions to deliver promptly to the Company, the amount to be withheld);

(ii) delivering part

or all of the amount to be withheld in the form of Common Stock valued at its Fair Market Value on the Tax Date;

(iii) requesting the

Company to withhold from those Shares that would otherwise be received upon exercise of the Option or SAR, upon the lapse of restrictions

on Restricted Stock, or upon the transfer of Shares, a number of Shares having a Fair Market Value on the Tax Date equal to the amount

to be withheld; or

(iv) withholding from

any compensation otherwise due to the Grantee.

The Committee in

its sole discretion may provide that the maximum amount of tax withholding (a) upon exercise of an Option or SARs, (b) upon the lapse

of restrictions on Restricted Shares, (c) upon the transfer of Shares, (d) to be satisfied by withholding Shares upon exercise of such

Option or SAR, (e) upon the lapse of restrictions on Restricted Shares, or (f) upon the transfer of Shares, pursuant to clause (c) above,

shall not exceed the minimum amount of taxes, including FICA taxes, required to be withheld under federal, state and local law. An election

by Grantee under this subsection is irrevocable. Any fractional share amount and any additional withholding not paid by the withholding

or surrender of Shares must be paid in cash. If no timely election is made, the Grantee must deliver cash to satisfy all tax withholding

requirements.

(b) Any Grantee

who makes a Disqualifying Disposition (as defined in Section 6.4(f)) or an election under Section 83(b) of the Code shall remit to the

Company an amount sufficient to satisfy all resulting tax withholding requirements in the same manner as set forth in subsection (a).

17.2 Notification under

Code Section 83(b). If the Grantee, in connection with the exercise of any Option, or the grant of Restricted Shares, makes the election

permitted under Section 83(b) of the Code to include in such Grantee’s gross income in the year of transfer the amounts specified

in Section 83(b) of the Code, then such Grantee shall notify the Company of such election within ten (10) days of filing the notice of

the election with the Internal Revenue Service, in addition to any filing and notification required pursuant to regulations issued under

Section 83(b) of the Code. The Committee may, in connection with the grant of an Award or at any time thereafter, prohibit a Grantee from

making the election described above.

Article 18.

Additional Provisions

18.1 Successors. Subject

to Section 4.2(b), all obligations of the Company under the Plan with respect to Awards granted hereunder shall be binding on any successor

to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise

of all or substantially all of the business and/or assets of the Company.

18.2 Severability.

If any part of the Plan is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity

shall not invalidate any other part of the Plan. Any Section or part of a Section so declared to be unlawful or invalid shall, if possible,

be construed in a manner which will give effect to the terms of such Section or part of a Section to the fullest extent possible while

remaining lawful and valid.

18.3 Requirements of Law.

The granting of Awards and the delivery of Shares under the Plan shall be subject to all applicable laws, rules, and regulations, and

to such approvals by any governmental agencies or national securities exchanges as may be required. Notwithstanding any provision of the

Plan or any Award, Grantees shall not be entitled to exercise, or receive benefits under, any Award, and the Company (and any Affiliate)

shall not be obligated to deliver any Shares or deliver benefits to a Grantee, if such exercise or delivery would constitute a violation

by the Grantee or the Company of any applicable law or regulation.

18.4 Securities Law Compliance.

(a) If the Committee

deems it necessary to comply with any applicable securities law, or the requirements of any stock exchange upon which Shares may be listed,

the Committee may impose any restriction on Awards or Shares acquired pursuant to Awards under the Plan as it may deem advisable. In addition,

if requested by the Company and any underwriter engaged by the Company, Shares acquired pursuant to Awards may not be sold or otherwise

transferred or disposed of for such period following the effective date of any registration statement of the Company filed under the Securities

Act as the Company or such underwriter shall specify reasonably and in good faith, not to exceed ninety (90) days in the case of any public

offering. All certificates for Shares delivered under the Plan pursuant to any Award or the exercise thereof shall be subject to such

stop transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of

the SEC, any stock exchange upon which Shares are then listed, any applicable securities law, and the Committee may cause a legend or

legends to be put on any such certificates to make appropriate reference to such restrictions. If so requested by the Company, the Grantee

shall make a written representation to the Company that he or she will not sell or offer to sell any Shares unless a registration statement

shall be in effect with respect to such Shares under the Securities Act of 1933, as amended, and any applicable state securities law or

unless he or she shall have furnished to the Company, in form and substance satisfactory to the Company, that such registration is not

required.

(b) If the Committee

determines that the exercise or nonforfeitability of, or delivery of benefits pursuant to, any Award would violate any applicable provision

of securities laws or the listing requirements of any national securities exchange or national market system on which are listed any of

the Company’s equity securities, then the Committee may postpone any such exercise, nonforfeitability or delivery, as applicable,

but the Company shall use all reasonable efforts to cause such exercise, nonforfeitability or delivery to comply with all such provisions

at the earliest practicable date.

18.5 Forfeiture Events.

Notwithstanding any provisions herein to the contrary, the Committee shall have the authority to determine (and may so provide in any

Award Agreement) that a Grantee’s (including his or her estate’s, beneficiary’s or transferee’s) rights (including

the right to exercise any Option or SAR), payments and benefits with respect to any Award shall be subject to reduction, cancellation,

forfeiture or recoupment (to the extent permitted by applicable law) in the event of the Participant’s termination for Cause; serious

misconduct; violation of the Company’s or an Affiliate’s policies; breach of fiduciary duty; unauthorized disclosure of any

trade secret or confidential information of the Company or an Affiliate; breach of applicable noncompetition, nonsolicitation, confidentiality

or other restrictive covenants; or other conduct or activity that is in competition with the business of the Company or an Affiliate,

or otherwise detrimental to the business, reputation or interests of the Company and/or an Affiliate; or upon the occurrence of certain

events specified in the applicable Award Agreement (in any such case, whether or not the Grantee is then an Employee or Non-Employee Director).

The determination of whether a Grantee's conduct, activities or circumstances are described in the immediately preceding sentence shall

be made by the Committee in its discretion, and pending any such determination, the Committee shall have the authority to suspend the

exercise, payment, delivery or settlement of all or any portion of such Grantee’s outstanding Awards pending any investigation of

the matter.

18.6 No Rights as a Stockholder.

No Grantee shall have any rights as a stockholder of the Company with respect to the Shares (other than Restricted Shares) which may be

deliverable upon exercise or payment of such Award until such Shares have been delivered to him or her. Restricted Shares, whether held

by a Grantee or in escrow by the Secretary of the Company, shall confer on the Grantee all rights of a stockholder of the Company, except

as otherwise provided in the Plan or Award Agreement. At the time of a grant of Restricted Shares, the Committee may require the payment

of cash dividends thereon to be deferred and, if the Committee so determines, reinvested in additional Restricted Shares. Stock dividends

and deferred cash dividends issued with respect to Restricted Shares shall be subject to the same restrictions and other terms as apply

to the Restricted Shares with respect to which such dividends are issued. The Committee may in its discretion provide for payment of interest

on deferred cash dividends.

18.7 Nature of Payments.

Unless otherwise specified in the Award Agreement, Awards shall be special incentive payments to the Grantee and shall not be taken into

account in computing the amount of salary or compensation of the Grantee for purposes of determining any pension, retirement, death or

other benefit under (a) any pension, retirement, profit sharing, bonus, insurance or other employee benefit plan of the Company or any

Affiliate, except as such plan shall otherwise expressly provide, or (b) any agreement between (a) the Company or any Affiliate and (b)

the Grantee, except as such agreement shall otherwise expressly provide.

18.8 Non-Exclusivity of

Plan. Neither the adoption of the Plan by the Board nor its submission to the stockholders of the Company for approval shall be construed

as creating any limitations on the power of the Board to adopt such other compensatory arrangements for employees or Non-Employee Directors

as it may deem desirable.

18.9 Governing Law.

The Plan, and all agreements hereunder, shall be construed in accordance with and governed by the laws of the State of Delaware, other

than its laws respecting choice or conflicts of law rule or principles that might otherwise refer construction or interpretation of the

Plan to the substantive law of another jurisdiction. Unless otherwise provided in the Award Agreement, Participants are deemed to submit

to the exclusive jurisdiction and venue of the federal or state courts of the State of Delaware, to resolve any and all issues that may

arise out of or relate to the Plan or any related Award Agreement.

18.10 Unfunded Status of

Awards; Creation of Trusts. The Plan is intended to constitute an “unfunded” plan for incentive and deferred compensation.

With respect to any payments not yet made to a Grantee pursuant to an Award, nothing contained in the Plan or any Award Agreement shall

give any such Grantee any rights that are greater than those of a general creditor of the Company; provided, however, that the Committee

may authorize the creation of trusts or make other arrangements to meet the Company’s obligations under the Plan to deliver cash,

Shares or other property pursuant to any Award which trusts or other arrangements shall be consistent with the “unfunded”

status of the Plan unless the Committee otherwise determines.

18.11 Affiliation.

Nothing in the Plan or an Award Agreement shall interfere with or limit in any way the right of the Company or any Affiliate to terminate

any Grantee’s employment or consulting contract at any time, nor confer upon any Grantee the right to continue in the employ of

or as an officer of or as a consultant to or Non-Employee Director of the Company or any Affiliate.

18.12 Participation.

No employee or officer shall have the right to be selected to receive an Award under this Plan or, having been so selected, to be selected

to receive a future Award.

18.13 Military Service.

Awards shall be administered in accordance with Section 414(u) of the Code and the Uniformed Services Employment and Reemployment Rights

Act of 1994.

18.14 Construction.

The following rules of construction will apply to the Plan: (a) the word “or” is disjunctive but not necessarily exclusive,

and (b) words in the singular include the plural, words in the plural include the singular, and words in the neuter gender include the

masculine and feminine genders and words in the masculine or feminine gender include the other neuter genders.

18.15 Headings. The

headings of articles and sections are included solely for convenience of reference, and if there is any conflict between such headings

and the text of this Plan, the text shall control.

18.16 Obligations.

Unless otherwise specified in the Award Agreement, the obligation to deliver, pay or transfer any amount of money or other property pursuant

to Awards under this Plan shall be the sole obligation of a Grantee’s employer; provided that the obligation to deliver or transfer

any Shares pursuant to Awards under this Plan shall be the sole obligation of the Company.

18.17 No Right to Continue

as Director. Nothing in the Plan or any Award Agreement shall confer upon any Non-Employee Director the right to continue to serve

as a director of the Company.

18.18 Stockholder Approval.

All Incentive Stock Options granted on or after the Effective Date and prior to the date the Company’s stockholders approve the

Plan are expressly conditioned upon and subject to approval of the Plan by the Company’s stockholders.

Annex A

Notwithstanding anything to the contrary in the

Plan, the following provisions shall apply to Grantees who are German residents employed with an Affiliate of the Company operating a

business in Germany:

Article 17 of the Plan shall read:

“Required Withholding

(a) The Committee in its sole discretion

may provide that when taxes, including social security contributions (Sozialversicherungsbeiträge) are to be withheld in connection

with the exercise of an Option or upon the transfer of Shares, or upon payment of any other benefit or right under this Plan (the date

on which such exercise occurs or such transfer of Shares or such payment of any other benefit or right occurs hereinafter referred to

as the “Tax Date”), the Grantee may elect to make payment for the withholding of German taxes, e.g. wage tax including social

security contributions (Sozialversicherungsbeiträge), by one or a combination of the following methods to the Company or the appropriate

Affiliate that employed the Grantee:

(i) payment of an

amount in cash equal to the amount to be withheld (including cash obtained through the sale of the Shares acquired on exercise of an Option

or upon the transfer of Shares, through a broker-dealer to whom the Grantee has submitted an irrevocable instructions to deliver promptly

to the Company or the appropriate Affiliate that employed the Grantee, the amount to be withheld);

(ii) requesting the

Company to withhold from those Shares that would otherwise be received upon exercise of the Option or upon the transfer of Shares, a number

of Shares having a Fair Market Value on the Tax Date equal to the amount to be withheld; or

(iii) withholding

from any compensation otherwise due to the Grantee.

The Committee

in its sole discretion may provide that the maximum amount of tax withholding upon exercise of an Option or upon the transfer of Shares,

to be satisfied by withholding Shares upon exercise of such Option or upon the transfer of Shares, pursuant to clause (ii) above shall

not exceed the minimum amount of taxes, including social security contributions, required to be withheld under federal, state and local

law. An election by a Grantee under this subsection is irrevocable. Any fractional share amount and any additional withholding not paid

by the withholding or surrender of Shares must be paid in cash. If no timely election is made, the Grantee must deliver cash to satisfy

all tax withholding requirements.”

Participation in the Plan and the grant of Awards does not result in the establishment of an employment relationship with the Company. Irrespective of in the Plan, the employing Affiliate, namely Immunic AG or Immunic GmbH, shall remain the sole employing entity (“Employing Entity”) of the Grantee. Participation in the Plan does constitute a component of remuneration under employment with the Employing Entity. Any actions undertaken by the Employing Entity or involvement of the Employing Entity in the administration of the Plan are performed in the name of the Company and/or the Committee and shall not be deemed to establish any claim against the Employing Entity for performance of the Plan. Thus, the Employing Entity shall not be held liable for proper performance of the Plan. Irrespective of any information provided or support delivered by the Employing Entity, the Employing Entity does not assume any obligation in the context of the Plan.

Participation in the Plan is governed by the laws of the State of Delaware, other than its laws respecting choice or conflicts of law rule or principles that might otherwise refer construction or interpretation of the Plan to the substantive law of another jurisdiction. Grantee submits to the exclusive jurisdiction and venue of the federal or state courts of the State of Delaware.

Participation in the Plan is granted on an exclusively voluntary basis. Even if there is a repeated grant of rights and without express notification that the grant is paid voluntarily, no legal claim for future grants exists, and further grants remain in the complete discretion of the Company.

To the extent that participation in the Plan is subject to mandatory German laws which cannot be circumvented by no. 2 above, the definition of “Cause” (as set forth in Section 2.6) or any Award Agreement shall be interpreted to mean a serious cause as determined in section 626 of the German Civil Code (“Bürgerliches Gesetzbuch”) as regards a material breach of the Grantee’s obligations deriving from employment with the Employing Entity as well as determined in the Protection Against Unfair Dismissal Act (“Kündigungsschutzgesetz”) for a dismissal based on the behavior of an employee (“verhaltensbedingter Kündigungsgrund”). To the extent that participation in the Plan is subject to mandatory German laws that cannot be circumvented by Section 2 of this Annex A, “Disability” or “Disabled” shall be interpreted pursuant to the German Social Security Code IX (“Sozialgesetzbuch IX”). Termination of Affiliation shall occur on the expiration of the last day the Grantee is employed with the Employing Entity, thus, start of a release from duties to work for whatever reason or any other paid or unpaid absence from work while the employment relationship with the Employing Entity is continuing shall not be deemed a Termination of Affiliation.

Participation in the Plan requires the processing of personal data of the Grantee as defined in and as may be subject to the provisions of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data and repealing Directive 95/46/EC (General Data Protection Regulation) and of the Federal Data Protection Act (Bundesdatenschutzgesetz) and other data protection legislation of the Federal Republic of Germany (together “Applicable Data Protection Laws”). The Company will process Grantee’s personal data in strict compliance with Applicable Data Protection Laws. The Grantee acknowledges that its consent may be required for such processing under Applicable Data Protection Laws and agrees that its participation in the Plan and the grant of any Awards or any other rights hereunder is subject to the Grantee providing and not withdrawing such consent.

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v3.26.1

Cover

Jun. 29, 2026

Cover [Abstract]

Document Type

8-K

Amendment Flag

false

Document Period End Date

Jun. 29, 2026

Entity File Number

001-36201

Entity Registrant Name

IMMUNIC, INC.

Entity Central Index Key

0001280776

Entity Tax Identification Number

56-2358443

Entity Incorporation, State or Country Code

Entity Address, Address Line One

1200 Avenue of the Americas

Entity Address, Address Line Two

Suite 200

Entity Address, City or Town

New York

Entity Address, State or Province

Entity Address, Country

Entity Address, Postal Zip Code

10036

City Area Code

(332)

Local Phone Number

255-9818

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Common Stock, par value $0.0001

Trading Symbol

IMUX

Security Exchange Name

NASDAQ

Entity Emerging Growth Company

false

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Cover page.

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For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

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The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

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Address Line 1 such as Attn, Building Name, Street Name

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Address Line 2 such as Street or Suite number

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Name of the City or Town

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ISO 3166-1 alpha-2 country code.

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Name of the state or province.

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A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

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Indicate if registrant meets the emerging growth company criteria.

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Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

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Two-character EDGAR code representing the state or country of incorporation.

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The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

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The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

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Local phone number for entity.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

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Title of a 12(b) registered security.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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Trading symbol of an instrument as listed on an exchange.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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