These terms and conditions govern your use of the website alphaminr.com and its related
services.
These Terms and Conditions (“Terms”) are a binding contract between you and Alphaminr,
(“Alphaminr”, “we”, “us” and “service”). You must agree to and accept the Terms. These Terms
include the provisions in this document as well as those in the Privacy Policy. These terms may
be modified at any time.
Subscription
Your subscription will be on a month to month basis and automatically renew every month. You may
terminate your subscription at any time through your account.
Fees
We will provide you with advance notice of any change in fees.
Usage
You represent that you are of legal age to form a binding contract. You are responsible for any
activity associated with your account. The account can be logged in at only one computer at a
time.
The Services are intended for your own individual use. You shall only use the Services in a
manner that complies with all laws. You may not use any automated software, spider or system to
scrape data from Alphaminr.
Limitation of Liability
Alphaminr is not a financial advisor and does not provide financial advice of any kind. The
service is provided “As is”. The materials and information accessible through the Service are
solely for informational purposes. While we strive to provide good information and data, we make
no guarantee or warranty as to its accuracy.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL ALPHAMINR BE LIABLE TO
YOU FOR DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR INVESTMENT LOSSES, LOSS OF DATA, OR ACCURACY
OF DATA, OR FOR ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (1) FIFTY DOLLARS OR
(2) THE AMOUNTS PAID BY YOU TO ALPHAMINR IN THE SIX MONTH PERIOD PRECEDING THIS APPLICABLE
CLAIM. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL OR
CERTAIN OTHER DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.
If any provision of these Terms is found to be invalid under any applicable law, such provision
shall not affect the validity or enforceability of the remaining provisions herein.
Privacy Policy
This privacy policy describes how we (“Alphaminr”) collect, use, share and protect your personal
information when we provide our service (“Service”). This Privacy Policy explains how
information is collected about you either directly or indirectly. By using our service, you
acknowledge the terms of this Privacy Notice. If you do not agree to the terms of this Privacy
Policy, please do not use our Service. You should contact us if you have questions about it. We
may modify this Privacy Policy periodically.
Personal Information
When you register for our Service, we collect information from you such as your name, email
address and credit card information.
Usage
Like many other websites we use “cookies”, which are small text files that are stored on your
computer or other device that record your preferences and actions, including how you use the
website. You can set your browser or device to refuse all cookies or to alert you when a cookie
is being sent. If you delete your cookies, if you opt-out from cookies, some Services may not
function properly. We collect information when you use our Service. This includes which pages
you visit.
Sharing of Personal Information
We use Google Analytics and we use Stripe for payment processing. We will not share the
information we collect with third parties for promotional purposes.
We may share personal information with law enforcement as required or permitted by law.
Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒
Definitive
Proxy Statement
☐
Definitive
Additional Materials
☐
Soliciting
Material under 240.14a-12
Indaptus
Therapeutics, Inc.
(Name
of Registrant as Specified in its Charter)
(Name
of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment
of Filing Fee (Check all boxes that apply):
☒
No
fee required.
☐
Fee
paid previously with preliminary materials.
☐
Fee
computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
Indaptus
Therapeutics, Inc.
NOTICE
PROXY STATEMENT
Annual
Meeting of Stockholders
June
6, 2024
10:00
a.m. (Eastern time)
INDAPTUS
THERAPEUTICS, INC.
3
COLUMBUS CIRCLE, 15
TH
FLOOR
NEW
YORK, NY 10019
April
26, 2024
To
Our Stockholders:
You
are cordially invited to attend the 2024 Annual Meeting of Stockholders (the Annual Meeting) of Indaptus Therapeutics,
Inc. at 10:00 a.m. Eastern time, on Thursday, June 6, 2024, at the offices of Indaptus Therapeutics, Inc., 3 Columbus Circle, 15th Floor,
New York, NY. Please note that in order to gain admission to the site of the Annual Meeting, all attendees will need to present a photo
identification card and have their name previously provided to building security. As such, in order to facilitate your attendance at
the Annual Meeting, we strongly encourage you to advise Nir Sassi by email at
nir@indaptusrx.com
or phone at (646) 427-2727 if
you plan to attend the meeting prior to 5:00 p.m., Eastern time, on June 5, 2024, so that we can timely provide your name to building
security.
The
Notice of Meeting and Proxy Statement on the following pages describe the matters to be presented at the Annual Meeting. Please see the
section called Who can attend the Annual Meeting? on page 3 of the proxy statement for more information about how to attend
the meeting in person.
Whether
or not you attend the Annual Meeting, it is important that your shares be represented and voted at the Annual Meeting. Therefore, I urge
you to promptly vote and submit your proxy by phone, via the Internet, or, if you received paper copies of these materials, by signing,
dating and returning the enclosed proxy card in the enclosed envelope, which requires no postage if mailed in the United States. If you
have previously received our Notice of Internet Availability of Proxy Materials, then instructions regarding how you can vote are contained
in that notice. If you have received a proxy card, then instructions regarding how you can vote are contained on the proxy card. If you
decide to attend the Annual Meeting, you will be able to vote in person, even if you have previously submitted your proxy.
The
Annual Meeting of Stockholders (the Annual Meeting) of Indaptus Therapeutics, Inc., a Delaware corporation (the Company),
will be held at 10:00 a.m. Eastern time on Thursday, June 6, 2024, at the offices of Indaptus Therapeutics, Inc., 3 Columbus Circle,
15th Floor, New York, NY. The Annual Meeting will be held for the following purposes:
●
To
elect Roger J. Pomerantz, Michael J. Newman and Jeffrey A. Meckler as Class III directors, to serve until the 2027 Annual Meeting
of Stockholders, and until their respective successors have been duly elected and qualified;
●
To
ratify the appointment of Haskell White LLP as our independent registered public accounting firm for the fiscal year ending
December 31, 2024;
●
To
approve the amendment and restatement of the Indaptus Therapeutics, Inc. 2021 Stock Incentive Plan to, among other things, increase
the number of shares of our common stock available for issuance and extend the evergreen provision thereunder; and
●
To
transact such other business as may properly come before the Annual Meeting or any continuation, postponement, or adjournment of
the Annual Meeting.
Holders
of record of our common stock as of the close of business on April 12, 2024 are entitled to notice of and to vote at the Annual Meeting,
or any continuation, postponement or adjournment of the Annual Meeting. A complete list of such stockholders will be open to the examination
of any stockholder, for any purpose germane to the meeting, at the offices of the Company during regular business hours for a period
of at least ten days prior to the Annual Meeting for any purpose germane to the meeting. The Annual Meeting may be continued, postponed,
or adjourned from time to time without notice other than by announcement at the Annual Meeting.
Please
note that in order to gain admission to the site of our Annual Meeting, all attendees will need to present a photo identification card
and have their name previously provided to building security. As such, in order to facilitate your attendance at the Annual Meeting,
we strongly encourage you to advise Nir Sassi by email at
nir@indaptusrx.com
or phone at (646) 427-2727 if you plan to attend
the meeting prior to 5:00 p.m., Eastern time, on June 5, 2024, so that we can timely provide your name to building security. In the event
that you do not advise us ahead of time that you will be attending the Annual Meeting, we encourage you to arrive at the meeting no later
than 9:00 a.m., Eastern time, in order to ensure that you are able to pass through security prior to the start of the meeting. We currently
intend to hold the meeting in person. However, if we determine that a change to a virtual meeting format is advisable or required, an
announcement of such change will be made on the Investors page of our website at https://indaptusrx.com and in a Current Report on Form
8-K as promptly as practicable. We encourage you to check that website one week prior to the meeting date if you are planning to attend
the Annual Meeting. We ask that each stockholder evaluate the relative benefits of in-person attendance at the Annual Meeting and take
advantage of the ability to vote by proxy or to provide voting instructions in accordance with the voting materials that have been provided
to you.
It
is important that your shares be represented regardless of the number of shares you may hold. Whether or not you plan to attend the Annual
Meeting in person, we urge you to vote your shares via the toll-free telephone number or over the Internet, as described in the enclosed
materials. If you received a copy of the proxy card by mail, you may sign, date and mail the proxy card in the enclosed return envelope.
Promptly voting your shares will ensure the presence of a quorum at the Annual Meeting and will save us the expense of further solicitation.
Submitting your proxy now will not prevent you from voting your shares at the Annual Meeting if you desire to do so, as your proxy is
revocable at your option.
By
Order of the Board of Directors
/s/
Roger J. Pomerantz
Roger J. Pomerantz, M.D., F.A.C.P.
Chairman
New
York, New York
April
26, 2024
INDAPTUS
THERAPEUTICS, INC.
3
Columbus Circle, 15
th
Floor
New
York, NY 10019
PROXY
STATEMENT
This
proxy statement is furnished in connection with the solicitation by the Board of Directors (the Board or Board of
Directors) of Indaptus Therapeutics, Inc. of proxies to be voted at our Annual Meeting of Stockholders to be held on Thursday,
June 6, 2024 (the Annual Meeting), at 10:00 a.m. Eastern time, at the offices of Indaptus Therapeutics, Inc., 3 Columbus
Circle, 15th Floor, New York, NY, and at any continuation, postponement, or adjournment of the Annual Meeting.
Holders
of record of shares of our common stock, $0.01 par value per share, as of the close of business on April 12, 2024 (the Record
Date), will be entitled to notice of and to vote at the Annual Meeting and any continuation, postponement, or adjournment of the
Annual Meeting. As of the Record Date, there were 8,538,883 shares of common stock outstanding and entitled to vote at the Annual Meeting.
Each share of common stock is entitled to one vote on any matter presented to stockholders at the Annual Meeting.
This
proxy statement and the Companys Annual Report to Stockholders for the year ended December 31, 2023 (the 2023 Annual Report)
will be released on or about April 26, 2024 to our stockholders on the Record Date.
In
this proxy statement, Indaptus, Company, we, us, and our refer
to Indaptus Therapeutics, Inc. (formerly Intec Parent, Inc.) and, where appropriate, its consolidated subsidiaries, Intec Pharma Ltd.
and Decoy Biosystems, Inc. References to Intec Parent refer to Intec Parent, Inc., the successor of Intec Pharma Ltd. following
the domestication merger (the Domestication Merger) with Intec Parent, references to Intec Israel refer to
Intec Pharma Ltd., the predecessor of Indaptus prior to the Domestication Merger, and references to Decoy refer to Decoy
Biosystems, Inc., the entity acquired by Indaptus in connection with the merger with Decoy (the Merger).
IMPORTANT
NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON THURSDAY, JUNE 6, 2024
This
Proxy Statement and our 2023 Annual Report to Stockholders are available at http://www.proxyvote.com/
Proposals
At
the Annual Meeting, our stockholders will be asked:
●
To
elect Roger J. Pomerantz, Michael J. Newman and Jeffrey A. Meckler as Class III directors to serve until the 2027 Annual Meeting
of Stockholders, and until their respective successors have been duly elected and qualified;
●
To
ratify the appointment of Haskell White LLP as our independent registered public accounting firm for the fiscal year ending
December 31, 2024;
●
To
approve the amendment and restatement of the Indaptus Therapeutics, Inc. 2021 Stock Incentive Plan (the 2021 Plan)
to, among other things, increase the number of shares of our common stock available for issuance and extend the evergreen provision
thereunder; and
●
To
transact such other business as may properly come before the Annual Meeting or any continuation, postponement, or adjournment of
the Annual Meeting.
We
know of no other business that will be presented at the Annual Meeting. If any other matter properly comes before the stockholders for
a vote at the Annual Meeting, however, the proxy holders named on the Companys proxy card will vote your shares in accordance
with their best judgment.
Recommendations
of the Board
The
Board of Directors recommends that you vote your shares as indicated below. If you return a properly completed proxy card, or vote your
shares by telephone or Internet, your shares of common stock will be voted on your behalf as you direct. If not otherwise specified,
your shares of common stock represented by the proxies will be voted, and the Board of Directors recommends that you vote:
●
FOR
the election of Roger J. Pomerantz, Michael J. Newman and Jeffrey A. Meckler as Class III directors;
●
FOR
the ratification of the appointment of Haskell White LLP as our independent registered public accounting firm for the fiscal
year ending December 31, 2024; and
1
●
FOR
the approval of an amendment and restatement of the 2021 Plan that would, among other things, increase the number of shares of common
stock available for issuance and extend the evergreen provision thereunder.
If
any other matter properly comes before the stockholders for a vote at the Annual Meeting, the proxy holders named on the Companys
proxy card will vote your shares in accordance with their best judgment.
Information
About This Proxy Statement
Why
you received this proxy statement.
You are viewing or have received these proxy materials because Indaptus Board of Directors
is soliciting your proxy to vote your shares at the Annual Meeting. This proxy statement includes information that we are required to
provide to you under the rules of the Securities and Exchange Commission (SEC) and that is designed to assist you in voting
your shares.
Notice
of Internet Availability of Proxy Materials.
As permitted by SEC rules, Indaptus is making this proxy statement and its 2023 Annual
Report available to its stockholders electronically via the Internet. On or about April 26, 2024, we commenced mailing to our stockholders
a Notice of Internet Availability of Proxy Materials (the Internet Notice) containing instructions on how to access this
proxy statement and our 2023 Annual Report and vote online. If you received an Internet Notice by mail, you will not receive a printed
copy of the proxy materials in the mail unless you specifically request them.
Instead,
the Internet Notice instructs you on how to access and review all of the important information contained in the proxy statement and 2023
Annual Report. The Internet Notice also instructs you on how you may submit your proxy over the Internet. If you received an Internet
Notice by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such
materials contained on the Internet Notice.
Printed
Copies of Our Proxy Materials.
If you received printed copies of our proxy materials, then instructions regarding how you can vote
are contained on the proxy card included in the materials.
Householding.
The SEC rules permit us to deliver a single set of proxy materials to one address shared by two or more of our stockholders. This
delivery method is referred to as householding and can result in significant cost savings. To take advantage of this opportunity,
we have delivered only one set of proxy materials to multiple stockholders who share an address, unless we received contrary instructions
from the impacted stockholders prior to the mailing date. We agree to deliver promptly, upon written or oral request, a separate copy
of the proxy materials, as requested, to any stockholder at the shared address to which a single copy of those documents was delivered.
If you prefer to receive separate copies of the proxy materials, contact Broadridge Financial Solutions, Inc. at 1-866-540-7095 or in
writing at Broadridge, Householding Department, 51 Mercedes Way, Edgewood, New York 11717.
If
you are currently a stockholder sharing an address with another stockholder and wish to receive only one copy of future proxy materials
for your household, please contact Broadridge at the above phone number or address.
QUESTIONS
AND ANSWERS ABOUT THE 2024 ANNUAL MEETING OF STOCKHOLDERS
Who
is entitled to vote at the Annual Meeting?
The
Record Date for the Annual Meeting is April 12, 2024. You are entitled to vote at the Annual Meeting only if you were a stockholder of
record at the close of business on that date, or if you hold a valid proxy for the Annual Meeting. Each outstanding share of common stock
is entitled to one vote for all matters before the Annual Meeting. At the close of business on the Record Date, there were 8,538,883
shares of common stock outstanding and entitled to vote at the Annual Meeting.
2
What
is the difference between being a record holder and holding shares in street name?
A
record holder (also referred to as a registered stockholder) holds shares in his or her name. Shares held in street
name means shares that are held in the name of a bank or broker on a persons behalf.
Am
I entitled to vote if my shares are held in street name?
Yes.
If your shares are held by a bank or a brokerage firm, you are considered the beneficial owner of those shares held in
street name. If your shares are held in street name, these proxy materials are being provided to you by your bank or brokerage
firm, along with a voting instruction card if you received printed copies of our proxy materials. As the beneficial owner, you have the
right to direct your bank or brokerage firm how to vote your shares, and the bank or brokerage firm is required to vote your shares in
accordance with your instructions. If your shares are held in street name and you would like to vote your shares in person
at the Annual Meeting, you should contact your bank or brokerage firm to obtain a legal proxy to bring to the Annual Meeting.
How
many shares must be present to hold the Annual Meeting?
A
quorum must be present at the Annual Meeting for any business to be conducted. The presence in person at the Annual Meeting or by proxy,
of the holders of not less than 33.3% of the voting power of the capital stock issued and outstanding on the Record Date will constitute
a quorum.
Who
can attend the Annual Meeting?
You
may attend the Annual Meeting in person only if you are an Indaptus stockholder of record who is entitled to vote at the Annual Meeting,
or if you hold a valid proxy for the Annual Meeting. If you would like to attend the Annual Meeting, you must contact Nir Sassi by email
at
nir@indaptusrx.com
or phone at (646) 427-2727 no later than 5:00 p.m., Eastern time, on June 5, 2024 to have your name placed
on the attendance list. In order to be admitted into the Annual Meeting, your name must appear on the attendance list and you must present
government-issued photo identification (such as a drivers license). If your shares are held in street name, you
should contact your bank or brokerage firm to obtain a legal proxy to bring to the Annual Meeting.
What
if a quorum is not present at the Annual Meeting?
If
a quorum is not present at the scheduled time of the Annual Meeting, the Chairperson of the Annual Meeting is authorized by our Amended
and Restated Bylaws to adjourn the meeting, without the vote of stockholders.
What
does it mean if I receive more than one Internet Notice or more than one set of proxy materials?
It
means that your shares are held in more than one account at the transfer agent and/or with banks or brokers. Please vote all of your
shares. To ensure that all of your shares are voted, for each Internet Notice or set of proxy materials, please submit your proxy by
phone, via the Internet, or, if you received printed copies of the proxy materials, by signing, dating and returning the enclosed proxy
card in the enclosed envelope.
How
do I vote?
Stockholders
of Record.
If you are a stockholder of record, you may vote in person at the Annual Meeting or by proxy. There are three ways to
vote by proxy:
●
by
InternetYou can vote over the Internet by going to
www.proxyvote.com
and following the instructions;
●
by
TelephoneYou can vote by telephone by calling 1-800-690-6903 and following the instructions; or
3
●
by
MailIf you received a proxy card, you can vote by mail by signing and dating the proxy card and returning it in accordance
with the instructions on the card.
Internet
and telephone voting facilities for stockholders of record will be available 24 hours a day and will close at 11:59 p.m., Eastern time,
on June 5, 2024. To vote via the Internet or telephone, you will need the 16-digit control number included on your Internet Notice or
on your proxy card.
Whether
or not you expect to attend the Annual Meeting in person, we urge you to vote your shares as promptly as possible to ensure your representation
and the presence of a quorum at the Annual Meeting. If you submit your proxy, you may still decide to attend the Annual Meeting and vote
your shares in person.
Beneficial
Owners of Shares Held in
Street Name.
If your shares are held in street name through a bank or
broker, you will receive instructions on how to vote from the bank or broker. You must follow their instructions in order for your shares
to be voted. Internet and telephone voting also may be offered to stockholders owning shares through certain banks and brokers. If your
shares are not registered in your own name and you would like to vote your shares in person at the Annual Meeting, you should contact
your bank or broker to obtain a legal proxy and bring it to the Annual Meeting.
Can
I change my vote after I submit my proxy?
Yes.
If
you are a registered stockholder, you may revoke your proxy and change your vote:
●
by
submitting a duly executed proxy bearing a later date;
●
by
granting a subsequent proxy through the Internet or telephone;
●
by
giving written notice of revocation to the Secretary of Indaptus prior to or at the Annual Meeting; or
●
by
voting in person at the Annual Meeting.
Your
most recent proxy card or proxy submitted by Internet or telephone is the one that is counted. Your attendance at the Annual Meeting
by itself will not revoke your proxy unless you give written notice of revocation to the Secretary before your proxy is voted or you
vote in person at the Annual Meeting.
If
your shares are held in street name, you may change or revoke your voting instructions by following the specific directions provided
to you by your bank or broker, or you may vote in person at the Annual Meeting by obtaining a legal proxy and bringing
it to the Annual Meeting.
Who
will count the votes?
Nir
Sassi, our inspector of election appointed for the Annual Meeting, will tabulate and certify the votes.
What
if I do not specify how my shares are to be voted?
If
you submit a proxy but do not indicate any voting instructions, the persons named as proxies will vote in accordance with the recommendations
of the Board of Directors. The Board of Directors recommendations are indicated on page 7 of this proxy statement, as well as
with the description of each proposal in this proxy statement.
Will
any other business be conducted at the Annual Meeting?
We
know of no other business that will be presented at the Annual Meeting. If any other matter properly comes before the stockholders for
a vote at the Annual Meeting, however, the proxy holders named on the Companys proxy card will vote your shares in accordance
with their best judgment.
4
Will
there be a question and answer (QA) session during the Annual Meeting?
As
part of the Annual Meeting, we will hold a live QA session, during which we intend to answer questions submitted during the meeting
that are pertinent to the Company and the meeting matters, as time permits. Only stockholders admitted to the Annual Meeting by following
the procedures outlined above in Who can attend the Annual Meeting? will be permitted to submit questions during the Annual
Meeting. Each stockholder is limited to no more than two questions. Questions should be succinct and only cover a single topic. We will
not address questions that are, among other things:
●
irrelevant
to the business of the Company or to the business of the Annual Meeting;
●
related
to material non-public information of the Company, including the status or results of our business since our last Quarterly Report
on Form 10-Q;
●
related
to any pending, threatened or ongoing litigation;
●
related
to personal grievances;
●
derogatory
references to individuals or that are otherwise in bad taste;
●
substantially
repetitious of questions already made by another stockholder;
●
in
excess of the two-question limit;
●
in
furtherance of the stockholders personal or business interests; or
●
out
of order or not otherwise suitable for the conduct of the Annual Meeting as determined by the Chairperson or Secretary in their reasonable
judgment.
How
many votes are required for the approval of the proposals to be voted upon and how will abstentions and broker non-votes be treated?
Proposal
Votes
required
Effect
of Votes Withheld / Abstentions and Broker Non-Votes
Proposal
1
: Election of Directors
The
plurality of the votes cast. This means that the three nominees receiving the highest number of affirmative FOR votes
will be elected as Class III Directors.
Votes
withheld and broker non-votes will have no effect.
Proposal
2
: Ratification of Appointment of Independent Registered Public Accounting Firm.
The
affirmative vote of the holders of a majority in voting power of the votes cast affirmatively or negatively.
Abstentions
and broker non-votes will have no effect. We do not expect any broker non-votes on this proposal.
Proposal
3: Approval of an amendment and restatement of the 2021 Plan to, among other things, increase the number of shares of common stock
available for issuance and extend the evergreen provision thereunder.
The
affirmative vote of the holders of a majority in voting power of the votes cast affirmatively or negatively.
Abstentions
and broker-non votes will have no effect.
5
What
is a vote withheld and an abstention and how will votes withheld and abstentions be treated?
A
vote withheld, in the case of the proposal regarding the election of directors, or an abstention, in the
case of the proposal regarding the ratification of the appointment of Haskell White LLP as our independent registered public accounting
firm and the proposal regarding the approval of an amendment and restatement of the 2021 Plan, represents a stockholders affirmative
choice to decline to vote on a proposal. Votes withheld and abstentions are counted as present and entitled to vote for purposes of determining
a quorum. Votes withheld have no effect on the election of directors. Abstentions have no effect on the ratification of the appointment
of Haskell White LLP or the approval of an amendment and restatement of the 2021 Plan.
What
are broker non-votes and do they count for determining a quorum?
Generally,
broker non-votes occur when shares held by a broker in street name for a beneficial owner are not voted with respect to
a particular proposal because the broker (1) has not received voting instructions from the beneficial owner and (2) lacks discretionary
voting power to vote those shares. A broker is entitled to vote shares held for a beneficial owner on routine matters, such as the ratification
of the appointment of Haskell White LLP as our independent registered public accounting firm, without instructions from the beneficial
owner of those shares. On the other hand, absent instructions from the beneficial owner of such shares, a broker is not entitled to vote
shares held for a beneficial owner on non-routine matters, such as the election of directors and the approval of an amendment and restatement
of the 2021 Plan. Broker non-votes count for purposes of determining whether a quorum is present.
Where
can I find the voting results of the Annual Meeting?
We
plan to announce preliminary voting results at the Annual Meeting, and we will report the final results in a Current Report on Form 8-K,
which we intend to file with the SEC after the Annual Meeting.
PROPOSALS
TO BE VOTED ON
Proposal
1: Election of Directors
At
the Annual Meeting, three (3) Class III Directors are to be elected to hold office until the Annual Meeting of Stockholders to be held
in 2027 and until each such directors respective successor is duly elected and qualified or until each such directors earlier
death, resignation or removal.
We
currently have eight (8) directors on our Board. The Board has nominated Roger J. Pomerantz, Michael J. Newman and Jeffrey A. Meckler
for election as Class III Directors at the Annual Meeting.
As
set forth in our Amended and Restated Certificate of Incorporation, the Board is currently divided into three classes with staggered,
three-year terms. At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve
from the time of election and qualification until the third annual meeting following the election. The current class structure is as
follows: Class I, whose term will expire at the 2025 Annual Meeting of Stockholders; Class II, whose current term will expire at
the 2026 Annual Meeting of Stockholders; and Class III, whose term will expire at the 2024 Annual Meeting of Stockholders and, if
elected at the Annual Meeting, whose subsequent term will expire at the 2027 Annual Meeting of Stockholders. The current Class I Directors
are Mark J. Gilbert, Hila Karah and Robert E. Martell; the current Class II Directors are William B. Hayes and Anthony Maddaluna;
and the current Class III Directors are Roger J. Pomerantz, Michael J. Newman and Jeffrey A. Meckler.
Our
Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws provide that the authorized number of directors may
be changed from time to time by the Board. Any additional directorships resulting from an increase in the number of directors will be
distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. The division
of our Board into three classes with staggered three-year terms may delay or prevent a change of our management or a change in control
of our Company. Our directors may be removed only for cause by the affirmative vote of the holders of a majority of our outstanding voting
stock entitled to vote in the election of directors.
6
If
you submit a proxy but do not indicate any voting instructions, the persons named as proxies will vote the shares of common stock represented
thereby for the election as Class III Directors of the persons whose names and biographies appear below. In the event that any of Roger
J. Pomerantz, Michael J. Newman or Jeffrey A. Meckler should become unable to serve, or for good cause will not serve, as a director,
it is intended that votes will be cast for a substitute nominee designated by the Board or the Board may elect to reduce its size. The
Board has no reason to believe that Dr. Pomerantz, Mr. Newman or Mr. Meckler will be unable to serve if elected. Each of Dr. Pomerantz,
Mr. Newman and Mr. Meckler has consented to being named in this proxy statement and to serve if elected.
Vote
required
The
proposal regarding the election of directors requires the approval of a plurality of the votes cast. This means that the three nominees
receiving the highest number of affirmative FOR votes will be elected as Class III Directors.
Votes
withheld and broker non-votes are not considered to be votes cast and, accordingly, will have no effect on the outcome of the vote on
this proposal.
Recommendation
of the Board of Directors
The
Board of Directors unanimously recommends a vote FOR the election of each of the below Class III Director nominees.
Nominees
For Class III Directors (terms to expire at the 2027 Annual Meeting)
The
current members of the Board of Directors who are also nominees for election to the Board of Directors as Class III Directors are as
follows:
Name
Age
Served
as a Director Since
Position
with Indaptus
Roger
J. Pomerantz, M.D., F.A.C.P.
67
2021
Chairman
of the Board
Jeffrey
A. Meckler
57
2021
Chief
Executive Officer and Director
Michael
J. Newman, Ph.D.
68
2021
Chief
Scientific Officer and Director
The
principal occupations and business experience, for at least the past five years, of each Class III Director nominee for election at the
Annual Meeting are as follows:
Roger
J. Pomerantz, M.D., F.A.C.P.
has served as our Chairman since July 2021 and previously served on Intec Israels board of
directors from March 2018 until the Merger. Dr. Pomerantz served as Chairman and Chief Executive Officer of Contrafect Corporation (Nasdaq:
CFRX), biotechnology company, from April 2019 to November 2023. Prior to that, he served as Vice Chairman of Contrafect from May 2014
to April 2019. Previously, Dr. Pomerantz was a Venture Partner at Flagship Pioneering from 2014 through 2019. In addition, from November
2013 to December 2019, Dr. Pomerantz served as Chairman of the board of directors of Seres Therapeutics, Inc. (Nasdaq: MCRB), a biotechnology
company, and as its President and Chief Executive Officer from June 2014 to January 2019. Prior to joining Seres, Dr. Pomerantz was Worldwide
Head of Licensing Acquisitions, Senior Vice President at Merck Co., Inc., where he oversaw all licensing and acquisitions
at Merck Research Laboratories, including external research, out-licensing regional deals, and academic alliances. Previously, he served
as Senior Vice President and Global Franchise Head of Infectious Diseases at Merck. Prior to joining Merck, Dr. Pomerantz was Global
Head of Infectious Diseases for JJ. Dr. Pomerantz has served as a member of the board of directors of Viracta (Nasdaq: VIRX) since
June 2020 and was appointed Chair in September 2020. Since February 2020, he served as Chairman of Collplant Biotechnologies (Nasdaq:
CLPT) and was previously a member of the board of directors of Rubius Therapeutics (Nasdaq: RUBY). Dr. Pomerantz earned his B.A. in biochemistry
at the Johns Hopkins University and his M.D. at the Johns Hopkins School of Medicine. He completed his internal medicine internship and
residency training, and his subspecialty clinical and research training in infectious diseases and virology at the Massachusetts General
Hospital of Harvard Medical School. His post-doctoral research training in molecular retrovirology was obtained at both Harvard Medical
School and the Whitehead Institute of the Massachusetts Institute of Technology (MIT). Dr. Pomerantz also served as the Chief Resident
at the Massachusetts General Hospital. Following his medical-scientist training, he was an Endowed, Tenured Professor of Medicine and
Molecular Pharmacology and Chairman of the Infectious Diseases Department of Thomas Jefferson University in Philadelphia. Dr. Pomerantz
is an internationally recognized expert in HIV molecular pathogenesis and latency. He has developed ten approved infectious disease drugs
in important diseases including HIV, HCV, tuberculosis, and Clostridium difficile infection. We believe Dr. Pomerantz is qualified to
serve on our board of directors because of his significant scientific, executive and board leadership experience in drug development
and in the pharmaceutical industry.
7
Jeffrey
A. Meckler
has served as our Chief Executive Officer since July 2021 and member of our board of directors since inception in
February 2021. Previously, Mr. Meckler served as our sole officer from inception to July 2021, Intec Israels Vice Chairman of
the board of directors from April 2017, as Intec Israels Chief Executive Officer from July 2017 and as President and Secretary
and director of Intec Parent from March 2021 until the Merger. Mr. Meckler has served on numerous public and private corporate boards
and since October 2014 has served as a director of Travere Therapeutics (Nasdaq: TVTX). Mr. Meckler served as Chief Executive Officer
and a director of CoCrystal Pharma, Inc., a pharmaceutical company, from April 2015 to July 2016. He has also served as a director of
QLT, Inc. (Nasdaq: QLTI), a biotechnology company, from June 2012 to November 2016, as well as the Managing Director of The Andra Group,
a life sciences consulting firm since 2009. Mr. Meckler also served as Chief Executive Officer of Trieber Therapeutics from January 2017
to July 2017. Earlier in his career, Mr. Meckler held a series of positions at Pfizer Inc. in manufacturing systems, market research,
business development, strategic planning and corporate finance, which included playing a significant role in acquisitions and divestitures.
Mr. Meckler is the past President and continues to serve on the board of directors of Children of Bellevue, a non-profit organization
focused on advocating and developing pediatric programs at Bellevue Hospital Center. Mr. Meckler holds a B.S. in Industrial Management
and M.S. in Industrial Administration from Carnegie Mellon University. In addition, Mr. Meckler received his J.D. from Fordham University
School of Law. We believe that Mr. Meckler is qualified to serve on our board of directors because of his extensive executive leadership
experience in the biopharmaceutical industry, including his service at Pfizer, and his experience serving on public company boards.
Michael
J. Newman, Ph.D.
has served as our Chief Scientific Officer and a member of our board of directors since August 2021. Dr. Newman
is a pharmaceutical/biotechnology executive with over 40 years of experience carrying out and managing oncology research and development,
in addition to undergraduate and graduate research and training in microbiology. He was the Founder, President, Chief Executive Officer
and a member of the board of directors of Decoy (from January 2013 to August 2021). His previous positions also include faculty appointments
in Biochemistry at Brandeis University (from 1984 to 1987) and the Roche Institute of Molecular Biology (from 1987 to 1992), Senior Associate
Director of Oncology at Sandoz Pharmaceuticals (world-wide head of Cancer Biology), and Executive Director of Oncology at Novartis Pharmaceuticals
(Head of Cancer Biology in the U.S.) (from 1992 to 1997), and senior management at several Biotechnology companies (from 1998 to 2012).
Dr. Newman received a bachelors degree in Biology from the University of California at San Diego, a Ph.D. in Cell and Developmental
Biology from Harvard Medical School (National Science Foundation Pre-Doctoral Fellow), and carried out post-doctoral research at Cornell
University. We believe that Dr. Newman is qualified to serve on our board of directors because of his extensive scientific and research
background, as well as his experience as founder and CEO of Decoy.
Continuing
members of the Board of Directors:
Class
I Directors (terms to expire at the 2025 Annual Meeting)
The
current members of the Board of Directors who are Class I Directors are as follows:
Name
Age
Served
as a Director Since
Position
with
Indaptus
Mark
J. Gilbert, M.D.
64
2021
Director
Hila
Karah
55
2021
Director
Robert
E. Martell, M.D., Ph.D.
61
2023
Director
8
The
principal occupations and business experience, for at least the past five years, of each Class I Director are as follows:
Mark
J. Gilbert, M.D.
has served on our board of directors since November 2021. Dr. Gilbert brings more than 30 years of experience
in global medical and clinical research and development, and management of medical affairs. From March 2019 to March 2022, Dr. Gilbert
served as Executive Vice President of Research and Development at Acepodia, Inc., a clinical-stage biotechnology company addressing gaps
in cancer care and from June 2021 to December 2023, Dr. Gilbert served as a Clinical Development Advisor to Decoy, the Companys
wholly owned-subsidiary. In addition, since October 2022, Dr. Gilbert has served as a member of the board of directors of Inceptor Bio,
LLC (Inceptor), a biotechnology company developing multiple next-generation cell and gene therapy platforms for underserved
and difficult-to-treat cancers. From October 2020 to January 2024, he served as the Chairman of the Scientific Advisory Board at Inceptor
and since January 2024 he has served as a member of the Scientific Advisory Board. Since March 2020, he has also served as Chief Medical
Officer of JW Therapeutics, a biotechnology company. Since October 2020, he has served as a Strategic Advisor at Kineticos Ventures,
a firm providing advisory services and capital to emerging life sciences firms. Prior to these positions, from November 2013 to January
2020, Dr. Gilbert was the Chief Medical Officer of Juno Therapeutics Inc., a biopharmaceutical company, where he led the clinical development
of some of the first CAR-T cell therapies. Before that, Dr. Gilbert held leadership positions at Bayer Schering Pharma AG, where he served
as Vice President and Head of Global Clinical Development, Therapeutic Area Oncology; Berlex Pharmaceuticals, Inc., where he served
as Vice President of Medical Affairs, Oncology, and Vice President and Head of Global Medical Development Group, Oncology; and Immunex
Corporation, where he served as Senior Medical Director, Clinical Research and Development. Between May 2019 and May 2021, Dr. Gilbert
served as an Independent Director of Silicon Therapeutics, Inc., a fully integrated drug design and development company. Dr. Gilbert
earned a Bachelor of Science degree in Biochemistry from the University of Iowa and a Medical Doctor degree from the University of Iowa
College of Medicine. He trained in internal medicine, infectious disease and medical oncology at the University of California, San Francisco,
and the University of Washington, respectively. We believe Dr. Gilbert is qualified to serve on our board of directors because of his
significant scientific and executive in drug development and in the pharmaceutical industry.
Hila
Karah
has served on our board of directors since July 2021 and previously served as a member of Intec Israels board of
directors from December 2009 until the Merger. Ms. Karah has served as a Managing Partner of Pitango HealthTech VC, a health-tech venture
capital firm, since 2022. Prior to Pitango, from 2013 to 2022, she served as an independent business consultant to private and public
companies on strategy, operations, financing, regulatory and corporate governance. From 2006 until 2013, Ms. Karah was the Chief Investment
Officer of Eurotrust Ltd., a family office, where she focused primarily on investments in life science, internet and high-tech companies.
Prior to joining Eurotrust, Ms. Karah served as a senior analyst at Perceptive Life Sciences Ltd., a New York-based life healthcare focused
hedge fund. Prior to her position at Perceptive, Ms. Karah was a research analyst at Oracle Partners Ltd., a healthcare-focused hedge
fund. Ms. Karah served on the board of Cyren Ltd., a cyber security company (Nasdaq, TASE: CYRN), from 2008 to 2023 and has served on
the board of Dario Health Corp. (Nasdaq: DRIO) since 2014. She also serves on the board of several private companies. Ms. Karah has a
BA in molecular and cell biology from the University of California, Berkeley, and has studied at the UCSB UCSF Joint Medical
Program. We believe Ms. Karah is qualified to serve on our board of directors because of her longstanding service with Intec Israel,
her investment career in life science companies, her scientific background and experience serving on public company boards.
Robert
E. Martell, M.D., Ph.D.
has served on our board of directors since February 2023. Dr. Martell brings more than 20 years of experience
in the pharmaceutical industry. Since May 2023, Dr. Martell has served as Chief Scientific Officer at Curis, Inc. (Nasdaq: CRIS), a biotechnology
company, having previously served as Head of Research Development at Curis from June 2018 to May 2023. From September 2011 to May
2018, Dr. Martell served on Curis board of directors. He is also co-founder of Epi-Cure Pharmaceuticals, a privately held early-stage
biotechnology company, and served as its president and member of board of directors from 2016 to 2018. Dr. Martell served as Chief Medical
Officer of Tesaro, Inc., a biopharmaceutical company developing Zejula and Varubi from 2012 to 2015; as Chief Medical Officer at MethylGene,
Inc., a biopharmaceutical company focused on cancer therapeutics, from 2005 to 2009; as Director of Oncology Global Clinical Research
at Bristol-Myers Squibb (NYSE: BMY), a biopharmaceutical company developing Sprycel, Erbitux and Ixempra, from 2002 to 2005; and as Associate/Deputy
Director at Bayer Corporation Pharmaceutical Division developing Nexavar, from 2000 to 2002. In addition, Dr. Martell is a part-time
treating physician at Champlain Valley Hematology Oncology and he has held a number of academic positions, including at Tufts Medical
Center since 2009, where he has served in various roles including Associate Chief in the Division of Hematology/Oncology, Director of
the Neely Center for Clinical Cancer Research, Leader of the Cancer Centers Program in Experimental Therapeutics and Attending
Physician; at Yale University School of Medicine as Assistant Clinical Professor of Oncology from 2001 to 2005; and as Assistant Professor
at Duke Medical Center from 1998 to 2000. Dr. Martell received a B.A. in chemistry from Kalamazoo College, a Ph.D. in Pharmacology from
University of Michigan and an M.D. from Wayne State University. He completed his Internal Medicine internship and residency at Duke University
Medical Center, and his Fellowship in Medical Oncology also at Duke. We believe Dr. Martell is qualified to serve on our board of directors
due to his significant experience in research and development and as a Chief Medical Officer of public biopharmaceutical companies.
9
Class
II Directors (terms to expire at the 2026 Annual Meeting)
The
current members of the Board of Directors who are Class II Directors are as follows:
Name
Age
Served
as a
Director Since
Position
with Indaptus
William
B. Hayes
58
2021
Director
Anthony
Maddaluna
71
2021
Director
The
principal occupations and business experience, for at least the past five years, of each Class II Director are as follows:
William
B. Hayes
has served on our board of directors since July 2021 and previously served on Intec Israels board of directors
from June 2018 until the Merger. Most recently, Mr. Hayes was Executive Vice President, Chief Financial Officer and Treasurer of Laboratory
Corporation of America Holdings (LabCorp) (NYSE: LH), a diagnostics laboratory company. Mr. Hayes joined LabCorp in 1996, where he was
responsible for day-to-day operations of the revenue cycle function. He rose through a series of promotions and in 2005 was named Executive
Vice President, Chief Financial Officer and Treasurer of LabCorp, a role he held until his retirement in 2014. Prior to LabCorp, Mr.
Hayes was at KPMG for nine years in their audit department. Since October 2019, Mr. Hayes has served on the board of Builders FirstSource,
a supplier and manufacturer of building materials (Nasdaq: BLDR), and currently chairs its audit committee. Previously, Mr. Hayes served
as a director from March 2016 for Patheon N.V. (NYSE: PTHN), a pharmaceutical manufacturing company, until its acquisition by Thermo
Fisher in late 2017. Mr. Hayes holds a Bachelor of Science in accounting from the University of North Carolina at Greensboro. We believe
Mr. Hayes is qualified to serve on our board of directors because of his accounting background and experience serving on public company
boards.
Anthony
J. Maddaluna
has served on our board of directors since July 2021 and previously served on Intec Israels board of directors
from December 2017 until the Merger. Mr. Maddaluna has more than 40 years of experience in the pharmaceutical manufacturing industry,
including leadership positions in plants, regions and globally. From January 2011 to December 2016, Mr. Maddaluna held a series of positions
at Pfizer Inc., most recently serving as the Executive Vice President and President of Pfizer Global Supply. Prior to that Mr. Maddaluna
served as Senior Vice President of Pfizer Global Manufacturing Strategy and Supply Network Transformation from 2008 until 2011, and as
Vice President of Pfizer Global Manufacturing Europe Area from 1998 until 2008. Mr. Maddaluna served as a director of Albany Molecular
Research Inc. from February 2016 until its acquisition by The Carlyle Group and GTCR in August 2017 and currently serves on the board
of managers for the private company. Mr. Maddaluna holds a B.S. in Chemical Engineering from Northeastern University and an M.B.A. from
Southern Illinois University. We believe Mr. Maddaluna is qualified to serve on our board of directors because of his extensive experience
in the pharmaceutical manufacturing industry, including his service at Pfizer, and his experience serving on company boards.
Proposal
2: Ratification of Appointment of Independent Registered Public Accounting Firm
Our
Audit Committee has appointed Haskell White LLP as our independent registered public accounting firm for the fiscal year ending
December 31, 2024. Our Board has directed that this appointment be submitted to our stockholders for ratification at the Annual Meeting.
Although ratification of our appointment of Haskell White LLP is not required, we value the opinions of our stockholders and believe
that stockholder ratification of our appointment is a good corporate governance practice.
10
Haskell
White LLP also served as our independent registered public accounting firm for the fiscal year ended December 31, 2023. Neither
the accounting firm nor any of its members has any direct or indirect financial interest in or any connection with us in any capacity
other than as our auditors, providing audit and non-audit services. A representative of Haskell White LLP is not expected to attend
the Annual Meeting and is not expected to have an opportunity to make a statement and be available to respond to appropriate questions
from stockholders.
In
the event that the appointment of Haskell White LLP is not ratified by the stockholders, the Audit Committee will consider this
fact when it appoints the independent auditors for the fiscal year ending December 31, 2025. Even if the appointment of Haskell
White LLP is ratified, the Audit Committee retains the discretion to appoint a different independent auditor at any time if it determines
that such a change is in the interest of the Company.
Vote
Required
This
proposal requires the affirmative vote of the holders of a majority in voting power of the votes cast affirmatively or negatively. Abstentions
are not considered to be votes cast and, accordingly, will have no effect on the outcome of the vote on this proposal. Because brokers
have discretionary authority to vote on the ratification of the appointment of Haskell White LLP, we do not expect any broker non-votes
in connection with this proposal.
Recommendation
of the Board of Directors
The
Board of Directors unanimously recommends a vote FOR the Ratification of the Appointment of Haskell White LLP as our Independent
Registered Public Accounting Firm for the fiscal year ending December 31, 2024.
REPORT
OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
The
Audit Committee has reviewed the audited consolidated financial statements of Indaptus Therapeutics, Inc. (the Company)
for the fiscal year ended December 31, 2023 and has discussed these financial statements with management and the Companys independent
registered public accounting firm. The Audit Committee has also received from, and discussed with, the Companys independent registered
public accounting firm various communications that such independent registered public accounting firm is required to provide to the Audit
Committee, including the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board
(PCAOB) and the Securities and Exchange Commission.
The
Companys independent registered public accounting firm also provided the Audit Committee with a formal written statement required
by PCAOB Rule 3526 (
Communications with Audit Committees Concerning Independence
) describing all relationships between the independent
registered public accounting firm and the Company, including the disclosures required by the applicable requirements of the PCAOB regarding
the independent registered public accounting firms communications with the Audit Committee concerning independence. In addition,
the Audit Committee discussed with the independent registered public accounting firm its independence from the Company.
Based
on its discussions with management and the independent registered public accounting firm, and its review of the representations and information
provided by management and the independent registered public accounting firm, the Audit Committee recommended to the Board of Directors
that the audited consolidated financial statements be included in the Companys Annual Report on Form 10-K for the fiscal year
ended December 31, 2023.
William
B. Hayes (Chairman)
Hila
Karah
Robert
E. Martell, M.D., Ph.D.
11
INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FEES AND OTHER MATTERS
The
following table summarizes the fees of Haskell White LLP, our independent registered public accounting firm, billed to us for their
professional services for each of the last two fiscal years:
Fee Category
2023
2022
Audit Fees
$
210,000
$
225,540
Audit Related Fees
Tax Fees
All Other Fees
Total Fees
$
210,000
$
225,540
Audit
Fees
Audit
fees for the fiscal years ended December 31, 2023 and 2022 include fees for professional services rendered for the audit and quarterly
review of our financial statements included in our annual report on Form 10-K and quarterly reports on Form 10-Q filed with the SEC,
and services provided in connection with SEC filings, including consents and comfort letters.
Audit
Committee Pre-Approval Policy and Procedures
On
a periodic basis, the Audit Committee reviews and generally pre-approves the services (and related fee levels or budgeted amounts) that
may be provided by Haskell White LLP without first obtaining specific pre-approval from the Audit Committee. The Audit Committee
may revise the list of general pre-approved services from time to time, based on subsequent determinations. Our Audit Committee pre-approves
all audit, review, and attest services proposed to be performed by our independent auditor that have not been generally pre-approved,
including the scope of services to be performed and the compensation to be paid to the auditor, prior to commencement of such engagements
of the independent auditor. Our Audit Committee has authorized all auditing and non-auditing services provided by Haskell White
LLP during the fiscal year ended December 31, 2023 and the fees paid for such services.
Proposal
3: Approval of the Amendment and Restatement of the Companys 2021 Stock Incentive Plan
Overview
The
Board of Directors is asking the shareholders to approve the amendment and restatement of our existing 2021 Stock Incentive Plan. The
existing Indaptus Therapeutics, Inc. 2021 Stock Incentive Plan is referred to herein as the Existing Plan. On April 19,
2024, our Board of Directors approved an amendment and restatement of the Existing Plan, subject to shareholder approval. This amended
and restated plan is referred to in this proposal as the Restated Plan. The Restated Plan will become effective upon shareholder
approval. The Board recommends that you vote
FOR
the approval of the Restated Plan.
The
material terms of the Restated Plan are summarized below. The key differences between the terms of the Existing Plan and the Restated
Plan are as follows:
●
Share
Reserve Increase and Extension of Evergreen Provision.
Under the Restated Plan, an
aggregate of 500,000 additional shares will be reserved for issuance under the Restated Plan
relative to the share reserve under the Existing Plan.
The
Existing Plan also contained an evergreen provision that allowed for an automatic annual increase to the share reserve under the Existing
Plan beginning on January 1, 2022 and ending on and including January 1, 2024, by a number of shares of our common stock equal to the
lesser of (A) 3% of the aggregate number of shares of our shares of common stock outstanding on the final day of the immediately preceding
calendar year or (B) such smaller number of shares as is determined by our Board. The automatic increases pursuant to the evergreen provision
of the Existing Plan on each of January 1, 2022, 2023, and 2024 were 247,758 shares, 252,031 shares, and 252,031 shares, respectively,
and these increases are included in the total number of shares reserved for issuance under the Existing Plan as of April 25, 2024 set
forth above.
12
Under
the Restated Plan, this evergreen provision will be extended so that, beginning on January 1, 2025 and ending on and including January
1, 2029, the share reserve under the Restated Plan will be automatically increased by a number of shares of our common stock equal to
the lesser of (A) 5% of the aggregate number of shares of our shares of common stock outstanding on the final day of the immediately
preceding calendar year or (B) such smaller number of shares as is determined by our Board.
We
may, prior to the date of the Annual Meeting, grant additional equity awards out of the remaining share reserve under the Existing Plan,
although these awards are within the discretion of the plan administrator and are not currently determinable. Any such awards will reduce
the shares available for future issuance under the Existing Plan and, as a result, pursuant to the Restated Plan.
The
proposed increase in shares available for issuance under the Restated Plan (over the existing share reserve under the Existing Plan)
has been reviewed and approved by our Board. In the process, the Board determined that the existing number of shares available for issuance
under the Existing Plan was insufficient to meet our ongoing needs to provide long-term incentive grants on an ongoing and regular basis
to motivate, reward and retain key employees who create shareholder value. The increase in shares has been necessitated by the hiring
of new employees and by granting additional stock awards to current employees as long-term incentives. The increase will enable us to
continue our policy of equity ownership by employees and directors as an incentive to contribute to our continued success.
All
of the foregoing share numbers are subject to adjustment for changes in our capitalization and certain corporate transactions, as described
below.
●
Increased
ISO Limit.
Under the Restated Plan, no more than 20,000,000 shares may be issued
upon the exercise of incentive stock options (ISOs), subject to adjustment
for changes in our capitalization and certain corporate transactions, as described below.
●
Extended
Term.
The Restated Plan will have a term that expires on April 19, 2034.
In
general, shareholder approval of the Restated Plan is necessary in order for us to (1) meet the shareholder approval requirements of
the principal securities market on which shares of our Common Stock are traded, and (2) grant stock options that qualify as ISOs as defined
under Section 422 of the Code.
If
the Restated Plan is not approved by our shareholders, the Restated Plan will not become effective, the Existing Plan will continue in
full force and effect, and we may continue to grant awards under the Existing Plan, subject to its terms, conditions and limitations,
using the shares available for issuance under the Existing Plan.
Plan
Award Information
The
Existing Plan is the only equity incentive plan we currently have in place pursuant to which awards are outstanding or under which awards
may still be granted. The Board believes that it has prudently managed awards under the Existing Plan, giving proper consideration to
the dilutive impact of stock awards on stockholder equity, and it has evaluated this share request carefully in the context of the need
to attract, motivate, and retain high quality employees and directors.
●
The
shares to be initially reserved for issuance under the Restated Plan represent an increase
of 500,000 shares from the aggregate number of shares currently reserved for issuance under
the Existing Plan (excluding any potential future evergreen increases).
●
As
of April 25, 2024, we had 2,395,947 stock options outstanding under the Existing Plan. The
weighted average exercise price of the outstanding options is $9.5 per share and the average
remaining term of the outstanding options is 7.9 years.
13
●
As
of April 25, 2024, there were 95,483 shares available for future grants under the Existing
Plan.
●
As
of April 25, 2024, there were 8,538,883 outstanding shares of common stock, and the closing
price per share of our common stock on the Nasdaq Stock Market as of April 25, 2024,
was $2.18.
●
In
determining the size of the share reserve under the Restated Plan, the Board considered the
number of equity awards granted by us during the past three calendar years. In calendar years
2021, 2022 and 2023 our annual equity burn rates (calculated by dividing the number of shares
subject to equity awards granted during the year by the weighted-average number of shares
outstanding during the applicable year) under the Existing Plan were 25.1%, 6.3% and 5.1%,
respectively.
●
In
calendar years 2021, 2022 and 2023, the end of year fully-diluted overhang rate for the Existing
Plan was 17.4%, 19.1%, and 21.0%, respectively. The total fully-diluted overhang as of December
31, 2024 would be 25.9% if the entire proposed share reserve under the Existing Plan plus
the additional 500,000 shares to be added to the existing share reserve under the Existing
Plan pursuant to the Restated Plan is granted (excluding any possible future increases to
the share reserve under the Restated Plan pursuant to the evergreen provision). In this context,
fully-diluted overhang is calculated as of the applicable date as the sum of (1) the number
of shares subject to equity awards outstanding, but not exercised or settled and (2) the
number of shares available to be granted under our equity compensation plans, divided by
the sum of (1) the total common shares outstanding, (2) the number of shares subject
to equity awards outstanding but not exercised or settled, and (3) the number of shares available
to be granted under the Existing Plan.
We
expect the proposed aggregate share reserve under the Restated Plan to provide us with enough shares for awards for approximately five
years, assuming we continue to grant awards consistent with our current practices and historical usage, as reflected in our historical
burn rate, assuming we receive the maximum annual evergreen increases under the Restated Plan, and further dependent on the price of
our shares and hiring activity during the next few years, forfeitures of outstanding awards, and noting that future circumstances may
require us to change our current equity grant practices. We cannot predict our future equity grant practices, the future price of our
shares or future hiring activity with any degree of certainty at this time, and the share reserve under the Restated Plan could last
for a shorter or longer time.
●
Our
Board believes that the proposed share reserve represents a reasonable amount of potential
equity dilution.
Summary
of the Material Terms of the Restated Plan
Set
forth is a summary of the material provisions of the Restated Plan. This summary does not purport to be a complete description of all
of the provisions of the Restated Plan. It is qualified in its entirety by reference to the full text of the Restated Plan that is contained
in Appendix A to this Proxy Statement.
Types
of Awards.
The Restated Plan provides for the grant of non-qualified stock options (NQSOs), ISOs, restricted stock
awards, restricted stock units (RSUs), unrestricted stock awards, stock appreciation rights and other forms of stock based
compensation.
Eligibility
and Administration.
Employees, officers, consultants, directors, and other service providers of the Company and its affiliates
are eligible to receive awards under the Restated Plan. The Restated Plan is administered by the board with respect to awards to non-employee
directors and by the Compensation Committee with respect to other participants, each of which may delegate its duties and responsibilities
to committees of the companys directors and/or officers (all such bodies and delegates referred to collectively as the plan administrator),
subject to certain limitations that may be imposed under Section 16 of the Exchange Act, and/or other applicable law or stock exchange
rules, as applicable. The plan administrator has the authority to make all determinations and interpretations under, prescribe all forms
for use with, and adopt rules for the administration of, the Restated Plan, subject to its express terms and conditions. The plan administrator
also sets the terms and conditions of all awards under the Restated Plan, including any vesting and vesting acceleration conditions.
As of April 25, 2024, we had a total of seven employees and six non-employee directors who would have been eligible to participate in
the Restated Plan had it been in effect on such date.
14
Share
Reserve.
As
of April 25, 2024, a total of 2,491,430 shares of our common stock were authorized for issuance under the Existing Plan and will be reserved
for issuance under the Restated Plan. In addition, an additional 500,000 shares will be added to the share reserve under the Restated
Plan. In addition, commencing on January 1, 2025 and on each January 1 thereafter through and including January 1, 2029, the aggregate
number of shares available for issuance under the Restated Plan shall be increased by that number of shares of our common stock equal
to the lesser of:
●
5%
of our outstanding common stock on the last day of the immediately preceding calendar year;
or
●
an
amount determined by our Board.
There
will be no limit on the number of shares that may become available for issuance under the Restated Plan pursuant to the foregoing evergreen
provisions. Under the Restated Plan, no more than 20,000,000 shares may be issued upon the exercise of ISOs, subject to adjustment for
changes in our capitalization and certain corporate transactions, as described below.
All
of the foregoing share numbers are subject to adjustment for changes in our capitalization and certain corporate transactions, as described
below.
The
share reserve is subject to the following adjustments:
●
The
share limit is increased by the number of shares subject to awards granted that later are forfeited, expire or otherwise terminate
without issuance of shares, or that are settled for cash or otherwise do not result in the issuance of shares.
●
Shares
that are withheld upon exercise to pay the exercise price of a stock option or satisfy any tax withholding requirements are added
back to the share reserve and again are available for issuance under the Restated Plan.
●
Awards
issued in substitution for awards previously granted by a company that merges with, or is acquired by, the company do not reduce
the share reserve limit under the Restated Plan.
Director
Compensation.
The Restated Plan provides for an annual limit on non-employee director compensation of $750,000, increased to
$1,000,000 in the fiscal year of a non-employee directors initial service as a non-employee member of the Board. This limit applies
to the sum of both equity grants that could be awarded to non-employee directors during a fiscal year (based on their value under ASC
Topic 718 on the grant date) and cash compensation, such as cash retainers and meeting fees earned during a fiscal year. Notwithstanding
the foregoing, the plan administrator reserves the right to make an exception to these limits due to extraordinary circumstances, with
any such decision to be made without the participation of the affected director receiving the additional compensation.
Stock
Options.
Both ISOs (which are entitled to potentially favorable tax treatment) and nonqualified stock options (NQSOs)
may be granted under the Restated Plan. The plan administrator will determine the vesting schedule and number of shares covered by each
stock option granted to a participant. The stock option exercise price is determined at grant by the plan administrator and must be at
least 100% of the fair market value of a share of common stock on the date of grant (110% for ISOs granted to stockholders who own more
than 10% of the total outstanding shares of the company, its parent or any of its subsidiaries). The term of a stock option shall not
exceed 10 years from the date of grant (or 5 years for ISOs granted to stockholders who own more than 10% of the total outstanding shares
of the company, its parent or any of its subsidiaries).
Stock
Appreciation Rights.
Stock appreciation rights may be granted under the Restated Plan. The plan administrator will determine
the vesting schedule and number of shares covered by each stock appreciation right granted to a participant. The stock appreciation right
exercise price is determined at grant by the plan administrator and must be at least 100% of the fair market value of a share of common
stock on the date of grant. The term of a stock appreciation right shall not exceed 10 years from the date of grant.
15
Restricted
Stock and Restricted Stock Units.
The plan administrator may award restricted stock and RSUs under the Restated Plan. Restricted
stock awards consist of shares of stock that are transferred to the participant subject to restrictions that may result in forfeiture
if specified vesting conditions are not satisfied. RSU awards result in the transfer of shares of stock to the participant only after
specified vesting conditions are satisfied. A holder of restricted stock is treated as a current shareholder and shall be entitled to
dividend and voting rights, whereas the holder of a restricted stock unit is treated as a shareholder with respect to the award only
when the shares are delivered in the future. RSUs may include dividend equivalents. Specified vesting conditions may include performance
goals to be achieved during any performance period and the length of the performance period. The plan administrator may, in its discretion,
make adjustments to performance goals based on certain changes in the company business operations, corporate or capital structure or
other circumstances. When the participant satisfies the conditions of an RSU award, the Company may settle the award (including any related
dividend equivalent rights) in shares, cash or other property, as determined by the plan administrator, in its sole discretion. The Restated
Plan also allows for the issuance of unrestricted shares, which are fully vested shares of our common stock.
Awards
to Israeli Participants.
The ITO provides certain incentives to Israeli grantees that are granted with equity awards under the
capital gains track of Section 102 of the ITO (Section 102). To the extent all conditions set forth in Section 102 are
met, grantees that were granted with awards under Section 102 shall be (i) entitled to a reduced capital gains tax rate (which is currently
25% plus surcharge of 3% if applicable) rather than ordinary income tax rates (which are up to 47%, plus social security taxes and surcharge,
if applicable), and (ii) required to pay such tax upon the earlier of the sale of such awards and the release of such awards from trust
(one of Section 102 conditions is to keep the granted awards in trust), in each case after the end of a statutory holding period (24
months in the capital gains track). The plan administrator may award to Israeli participants awards under the capital gains track of
Section 102.
Other
Shares or Share-Based Awards.
The plan administrator may grant other forms of equity-based or equity-related awards other than
stock options, restricted stock or restricted stock units. The terms and conditions of each stock-based award shall be determined by
the plan administrator.
Clawback
Rights
. Awards granted under the Restated Plan will be subject to recoupment or clawback under the companys clawback policy
and applicable law, both as in effect from time to time.
Sale
of the Company
. In the event of a sale or merger of the Company, the Board may, in its discretion, provide that outstanding awards
granted under the Restated Plan will (i) become vested and/or exercisable, (ii) be cancelled in exchange for a payment of cash or shares,
or (iii) be otherwise amended, modified or terminated.
No
Repricing
. The Restated Plan prohibits the amendment of the terms of any outstanding award, and any other action taken in a manner
to achieve (i) the reduction of the exercise price of NQSOs, ISOs or stock appreciation rights (collectively, Stock Rights);
(ii) the cancellation of outstanding Stock Rights in exchange for cash or other awards with an exercise price that is less than the exercise
price or base price of the original award; (iii) the cancellation of outstanding Stock Rights with an exercise price or base price that
is less than the then current fair market value of a share of common stock in exchange for other awards, cash or other property; or (iv)
otherwise effect a transaction that would be considered a repricing for the purposes of the stockholder approval rules
of the applicable securities exchange or inter-dealer quotation system on which the common stock is listed or quoted without stockholder
approval.
Transferability
of Awards.
Except as described below, awards under the Restated Plan generally are not transferable by the recipient other than
by will or the laws of descent and distribution. Any amounts payable or shares issuable pursuant to an award generally will be paid only
to the recipient or the recipients beneficiary or representative. The plan administrator has discretion, however, to permit certain
transfer of awards to other persons or entities.
Adjustments.
As is customary in incentive plans of this nature, each share limit and the number and kind of shares available under the Restated
Plan and any outstanding awards, as well as the exercise price or base price of awards, and performance targets under certain types of
performance-based awards, are subject to adjustment in the event of certain reorganizations, mergers, combinations, recapitalizations,
stock splits, reverse stock splits, stock dividends, or other similar events that change the number or kind of shares outstanding, and
extraordinary dividends or distributions of property to the stockholders.
16
Amendment
and Termination.
The Board may amend, modify or terminate the Restated Plan without stockholder approval, except that stockholder
approval must be obtained for any amendment that would require stockholder approval under applicable laws, policies or regulations or
the applicable listing or other requirements of a stock exchange on which shares of common stock are then listed. The Restated Plan will
terminate at the earliest of (1) termination of the Restated Plan by the board of directors, or (2) the tenth anniversary of the Boards
approval of the Restated Plan. Awards outstanding upon expiration of the Restated Plan shall remain in effect until they have been exercised
or terminated, or have expired.
Securities
Laws
The
Restated Plan is intended to conform with all provisions of the Securities Act of 1933, as amended, and the Exchange Act, and any and
all regulations and rules promulgated by the Securities and Exchange Commission thereunder, including without limitation Rule 16b-3.
The Restated Plan will be administered, and options will be granted and may be exercised, only in such a manner as to conform to such
laws, rules and regulations.
United
States Income Tax Considerations
The
following is a brief description of the U.S. federal income tax treatment that will generally apply to different types of awards available
under the Restated Plan, based on current U.S. income taxation with respect to participants who are subject to U.S. income tax. Participants
subject to taxation in other countries should consult their tax advisor.
Non-Qualified
Stock Options
. The grant of a non-qualified stock option will not result in any U.S. federal income tax to the participant. Except
as described below, the participant will realize ordinary income at the time of exercise in an amount equal to the excess of the fair
market value of shares of common stock of the Company acquired over the exercise price for those shares. Gains or losses realized by
the participant upon disposition of such shares will be treated as capital gains and losses, with the basis in such shares of common
stock of the Company equal to the fair market value of the shares at the time of exercise. The Company is entitled to an income tax deduction
in the amount of the income recognized by the recipient, subject to possible limitations imposed by the Code, including Section 162(m)
thereof.
Incentive
Stock Options
. The grant of an incentive stock option will not result in U.S. federal income tax to the participant. The exercise
of an incentive stock option will not result in U.S. federal income tax to the participant provided that the participant was an employee
of the Company or a subsidiary during the period beginning on the date of the grant of the option and ending on the date three months
prior to the date of exercise (one year prior to the date of exercise if the participant is disabled, as that term is defined
in the Code).
The
excess of the fair market value of the shares of common stock of the Company at the time of the exercise of an incentive stock option
over the exercise price generally will constitute an item which increases the participants alternative minimum taxable income
for the tax year in which the incentive stock option is exercised. For purposes of determining the participants alternative minimum
tax liability for the year of disposition of the shares acquired under the incentive stock option exercise, the participant will have
a basis in those shares equal to the fair market value of the shares of common stock of the Company at the time of exercise.
If
a participant does not sell or otherwise dispose of the shares of common stock of the Company within two years from the date of the grant
of the incentive stock option or within one year after the transfer of the shares of common stock of the Company to the participant,
then, upon disposition of such shares of common stock of the Company, any amount realized in excess of the exercise price will be taxed
to the participant as capital gain. A capital loss will be recognized to the extent that the amount realized is less than the exercise
price.
If
the above holding period requirements are not met, a participant will generally realize ordinary income at the time of the disposition
of the shares, in an amount equal to the lesser of (i) the excess of the fair market value of the shares of common stock of the Company
on the date of exercise over the exercise price, or (ii) the excess, if any, of the amount realized upon disposition of the shares over
the exercise price. If the amount realized exceeds the value of the shares on the date of exercise, any additional amount will be capital
gain. If the amount realized is less than the exercise price, a participant will recognize no income, and a capital loss will be recognized
equal to the excess of the exercise price over the amount realized upon the disposition of the shares.
17
Restricted
Stock
. A participant who receives a restricted stock award generally recognizes ordinary compensation income equal to the excess,
if any, of the fair market value of such shares of common stock at the time the restriction lapses over any amount paid for the ordinary
shares. Alternatively, a participant may make an election under Section 83(b) of the Code to be taxed on the fair market value of such
shares of common stock of the Company at the time of grant. The Company generally will be entitled to a deduction at the same time and
in the same amount as the income that is required to be included by the participant, subject to the $1 million deduction limitation under
Section 162(m) of the Code.
Restricted
Stock Units
. A participant generally does not recognize income on the receipt of a restricted stock unit award until a cash payment
or a distribution of shares of common stock of the Company is received thereunder. At such time, the participant recognizes ordinary
compensation income equal to the excess, if any, of the fair market value of the shares of common stock of the Company or the amount
of cash received over any amount paid therefor, and the Company generally will be entitled to deduct such amount at such time.
Withholding
of Taxes
. The Company may withhold amounts from awards to satisfy withholding tax requirements. Except as otherwise provided
by the plan administrator, participants may satisfy withholding requirements through cash payment, by having the shares of common stock
of the Company withheld from awards or by tendering previously owned shares of common stock of the Company to the Company. Shares withheld
from awards may be used to satisfy not more than the maximum individual tax rate for the participant in the applicable jurisdiction for
such participant.
ERISA
.
The Restated Plan is not subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended and is not intended
to be qualified under Section 401 of the Internal Revenue Code.
Tax
Advice
The preceding discussion is based on U.S. tax laws and regulations presently in effect, which are subject to change, and
the discussion does not purport to be a complete description of the U.S. income tax aspects of the Restated Plan. A participant may also
be subject to state and local taxes in connection with the grant of awards under the Restated Plan. In addition, if a participant resides
outside the U.S., the participant may be subject to taxation in other countries. The actual tax implications for any participant will
depend on the legislation in the relevant tax jurisdiction for that participant and their personal circumstances.
New
Plan Benefits
Other
than automatic awards to our non-employee directors as described below under Director Compensation, the number of awards
that our named executive officers, directors, other executive officers and other employees may receive under the Restated Plan will be
determined in the discretion of the Board or Compensation Committee, as applicable, in the future. Therefore, except as noted above with
respect to automatic awards to our non-employee directors, it is not possible to determine the benefits that will be received in the
future by participants in the Restated Plan or the benefits that would have been received by such participants if the Restated Plan had
been in effect in the fiscal year ended December 31, 2023.
Plan
Benefits
The
table below shows, as to each named executive officer and the various indicated groups, the number of shares of common stock subject
to awards granted under the Existing Plan since inception. To date, the company has only granted stock options under the Existing Plan.
18
Name and Principal Position
Number of shares
subject to stock
option
awards
Jeffrey
A. Meckler
Chief Executive Officer and Director
788,626
Michael J. Newman, Ph.D.
Chief Scientific Officer and Director
419,850
Walt A. Linscott
Chief Operation Officer
379,350
Executive officers, as a group
348,291
Non-employee directors, as a group
342,531
Nominees for election as directors
1,360,976
Each associate of any such directors, executive officers or nominees
Each other person who received or is to receive five percent of all options, warrants or rights
Employees other than executive officers, as a group
117,299
Vote
Required
This
proposal requires the affirmative vote of the holders of a majority in voting power of the votes cast affirmatively or negatively. Abstentions
are not considered to be votes cast and, accordingly, will have no effect on the outcome of the vote on this proposal.
Recommendation
of the Board of Directors
The
Board of Directors unanimously recommends a vote FOR the amendment and restatement of the 2021 Plan.
EXECUTIVE
OFFICERS
The
following table identifies our current executive officers:
Name
Age
Position
Jeffrey
A. Meckler
(1)
57
Chief
Executive Officer and Director
Michael
J. Newman, Ph.D.
(2)
68
Chief
Scientific Officer and Director
Nir
Sassi
(3)
48
Chief
Financial Officer
Walt
A. Linscott, Esq.
(4)
63
Chief
Operating Officer
Roger
J. Waltzman, M.D.
(5)
57
Chief
Medical Officer
(1)
See
biography on page 8 of this proxy statement.
(2)
See
biography on page 8 of this proxy statement.
(3)
Nir
Sassi has served as our Chief Financial Officer since July 2021 and served as Intec Israels Chief Financial Officer from March
2010 until the Merger (other than from January 2015 to August 2016, during which period Mr. Sassi served as Intec Israels
VP Finance), and its President from March 2021 until the Merger. Prior to his service with Intec Israel, Mr. Sassi served as a Senior
Manager at PricewaterhouseCoopers Israel, an accounting firm, from 2002 until 2010, including two years relocation to the PricewaterhouseCoopers
New York office. Mr. Sassi is a certified public accountant in Israel and has a bachelors degree in economics and accounting
from Ben Gurion University in Beer Sheva, Israel.
19
(4)
Walt
A. Linscott, Esq. has served as our Chief Operating Officer since March 2023. Prior to that, he served as our Chief Business Officer
from July 2021 until March 2023. Mr. Linscott joined Intec Israel in October 2017 and served as its Chief Business Officer from July
2018 until the Merger. Previously, from October 2017 to July 2018, Mr. Linscott served as Intec Israels Chief Administrative
Officer. Prior to his service with Intec Israel, Mr. Linscott co-founded a global consulting enterprise in October 2014 providing
strategic advice to developing companies and most recently served as the President and Chief Operating Officer of Treiber Therapeutics,
Inc. from March 2017 to October 2017. Mr. Linscott also has held senior level executive positions at public and private medical device
and pharmaceutical companies including Cocrystal Pharma, Inc., from July 2015 to March 2017, Carestream Health, Inc., from January
2011 to January 2015 and Solvay Pharmaceuticals, Inc., from 2001 to 2005. In addition to this experience, he was an associate and
partner at Thompson Hine LLP from 1990 to 2001, and again as a partner from 2005 to 2010 where he founded the firms Atlanta,
Georgia office, served as Partner in Charge and Chair of the firms Life Science Practice Group. Mr. Linscott holds a Master
of Science in Experimental and Translational Therapeutics from the University of Oxford, a Postgraduate Diploma in Global Business
from the University of Oxford and a Postgraduate Diploma in Entrepreneurship from Cambridge University. He earned a bachelors
degree from Syracuse University and a Juris Doctor from the University of Dayton School of Law. Mr. Linscott served on active duty
as an Officer in the United States Marine Corps prior to attending law school.
(5)
Roger
J. Waltzman, M.D. has served as our Chief Medical Officer since August 2023. Prior to that, he served as Chief Business Officer of
Molecular Templates, a biopharmaceutical company, from 2019 to 2023 and in multiple senior drug development roles at Novartis Oncology
from 2007 to 2013, where he played a leading role in the development of imatinib, nilotinib, and ruxolitinib. From 2013 to 2016,
Dr. Waltzman was the Full Development Head of Malaria Drug Development at Novartis. More recently, Dr. Waltzman was CMO at Rgenix
(now Inspirna), where he supervised the development of immuno-oncology and metabolic inhibitor assets through Phase 1 a/b. Previously,
he served as CSO at Jaguar Health and Napo Pharmaceuticals, where he led scientific aspects of development and commercialization
of Mytesi (crofelemer). Before joining the industry, Dr. Waltzman held assistant professorships in medical oncology and palliative
care at Saint Vincents Hospital and Mount Sinai School of Medicine in New York. He completed his fellowship in hematology/oncology
at Memorial Sloan Kettering Cancer Center. Dr. Waltzman earned a Master of Business Administration at Columbia Business School and
a Doctor of Medicine and Bachelor of Arts from Brown University.
CORPORATE
GOVERNANCE
General
Our
Board of Directors has adopted a Code of Business Conduct and Ethics and charters for our Nominating Committee, Audit Committee and Compensation
Committee to assist the Board in the exercise of its responsibilities and to serve as a framework for the effective governance of the
Company. You can access our Code of Business Conduct and Ethics and our current committee charters in the Corporate Governance
section of the Investors page of our website located at
www.indaptusrx.com
, or by writing to our Secretary at our
offices at 3 Columbus Circle, 15
th
Floor, New York, NY 10019.
Board
Composition
Our
Board of Directors currently consists of eight members: Mark J. Gilbert M.D., William B. Hayes, Hila Karah, Anthony Maddaluna, Robert
E. Martell, M.D., Ph.D., Jeffrey A. Meckler, Michael J. Newman, Ph.D. and Roger J. Pomerantz, M.D., F.A.C.P. As set forth in our Amended
and Restated Certificate of Incorporation, the Board of Directors is currently divided into three classes with staggered, three-year
terms. At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the
time of election and qualification until the third annual meeting following election. Our Amended and Restated Certificate of Incorporation
and Amended and Restated Bylaws provide that the authorized number of directors may be changed only by resolution of the Board of Directors.
Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that,
as nearly as possible, each class will consist of one-third of the directors. The division of our Board of Directors into three classes
with staggered three-year terms may delay or prevent a change of our management or a change in control of our Company. Our directors
may be removed only for cause by the affirmative vote of the holders of a majority in voting power of the outstanding shares of our capital
stock entitled to vote in the election of directors.
20
Director
Independence
Each
of the directors on our Board of Directors other than Mr. Meckler and Dr. Newman qualifies as independent in accordance
with the listing requirements of Nasdaq. In addition, Brian OCallaghan qualified as independent during the period he served on
the Board of Directors until his departure on May 25, 2023. The Nasdaq independence definition includes a series of objective tests,
including that the director is not, and has not been for at least three years, one of our employees and that neither the director nor
any of his family members has engaged in various types of business dealings with us. In addition, as required by Nasdaq rules, our Board
of Directors has made a subjective determination as to each independent director that no relationships exist, which, in the opinion of
our Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.
In making these determinations, our Board of Directors reviewed and discussed information provided by the directors and us with regard
to each directors business and personal activities and relationships as they may relate to us and our management. There are no
family relationships among any of our directors or executive officers.
Board
Diversity Matrix
Board Diversity Matrix (As of April 26, 2024)
Total Number of Directors
8
Female
Male
Non-Binary
Did Not Disclose Gender
Part I: Gender Identity
Directors
1
6
0
1
Part II: Demographic Background
African American or Black
0
0
0
0
Alaskan Native or Native American
0
0
0
0
Asian
0
0
0
0
Hispanic or Latinx
0
0
0
0
Native Hawaiian or Pacific Islander
0
0
0
0
White
1
5
0
0
Two or More Races or Ethnicities
0
LGBTQ+
0
Did Not Disclose Demographic Background
2
Director
Candidates
The
Nominating Committee is primarily responsible for recommending to the Board nominees for election as director, and the Board is responsible
for selecting nominees for election. In identifying director candidates for the Board, the Nominating Committee may solicit current directors
and executives of the Company for the names of potentially qualified candidates or ask directors and executives to pursue their own business
contacts for the names of potentially qualified candidates. The Nominating Committee may also consult with outside advisors or retain
search firms to assist in the search for qualified candidates, or consider director candidates recommended by our stockholders. Once
potential candidates are identified, the Nominating Committee reviews the backgrounds and qualifications of those candidates in light
of the function and needs of the Board, evaluates candidates independence from the Company and potential conflicts of interest
and determines if candidates meet the qualifications desired by the Nominating Committee for candidates for election as a director. The
Nominating Committee and the Board utilize the same criteria for evaluating candidates regardless of the source of the referral.
Stockholder
recommendations of director candidates should be addressed to the Nominating Committee in care of the Secretary, c/o Indaptus Therapeutics,
Inc., 3 Columbus Circle, 15th Floor, New York, NY 10019. In the event there is a vacancy, and assuming that appropriate biographical
and background material has been provided on a timely basis, the Nominating Committee will evaluate stockholder-recommended candidates
by following substantially the same process, and applying substantially the same criteria, as it follows for candidates submitted by
others.
21
To
date, the Nominating Committee has not adopted a formal policy with respect to a fixed set of specific minimum qualifications for its
candidates for membership on the Board. Instead, when considering candidates for director, the Nominating Committee will generally consider
all of the relevant qualifications of Board members, including such factors such as the candidates relevant expertise upon which
to be able to offer advice and guidance to management, having sufficient time to devote to the affairs of the Company, demonstrated excellence
in his or her field, having relevant financial or accounting expertise, having the ability to exercise sound business judgment, having
the commitment to rigorously represent the long-term interests of our shareholders and whether the director candidates will be independent
for purposes of the Nasdaq listing standards, as well as the current needs of the Board and the Company.
In
addition, while it does not have a formal policy on the Boards diversity, the Nominating Committee will take into account a broad
range of diversity considerations when assessing director candidates, including individual backgrounds and skill sets, professional experiences
and other factors that contribute to the Board having an appropriate range of expertise, talents, experiences and viewpoints. When considering
any candidate or nominee to serve on the Board, the Nominating Committee shall seek to attain diversity and balance among directors of
race, gender, geography, thought, viewpoints, backgrounds, skills, experience, and expertise from, among other areas, professional and
academic areas relevant to the Companys area of focus.
Communications
from Stockholders
Stockholders
who wish to communicate with a member or member(s) of the Board, including a specified Board committee or the independent directors as
a group or the full Board may do by the following means:
Mail:
c/o
Chief Financial Officer and Secretary
Chairman
of the Board
Indaptus
Therapeutics, Inc.
3
Columbus Circle, 15th Floor
New
York, NY 10019
Email:
nir@indaptusrx.com
Each
communication should specify the applicable addressee or addressees to be contacted as well as the general topic of the communication.
Our Secretary will forward such correspondence to the Chairman of the Board, who will initially receive and process communications before
forwarding them to the specified addressee(s). The Chairman of the Board generally will not forward to the directors a communication
that he determines to be primarily commercial in nature or related to an improper or irrelevant topic, or that requests general information
about us. Concerns about questionable accounting or auditing matters or possible violations of the Indaptus Code of Business Conduct
and Ethics should be reported pursuant to the procedures outlined in the Code of Business Conduct and Ethics, which is available on the
Investors page of the Companys website under Governance Highlights.
Board
Leadership Structure
Our
Board is committed to promoting effective, independent governance of the Company. Our Board believes it is in the best interests of the
stockholders and the Company for the Board to have the flexibility to select the best director to serve as Chairman at any given time,
regardless of whether that director is an independent director or the Chief Executive Officer. Consequently, we do not have a policy
governing whether the roles of Chairman of the Board and Chief Executive Officer should be separate or combined. This decision is made
by our Board, based on the best interests of the Company considering the circumstances at the time.
Currently,
the offices of the Chairman of the Board and the Chief Executive Officer are held by two different people. Dr. Pomerantz is our independent,
non-executive Chairman of the Board and Mr. Meckler is our Chief Executive Officer. The Chief Executive Officer is responsible for the
day to day leadership and performance of the Company, while the Chairman of the Board provides guidance to the Chief Executive Officer
and sets the agenda for Board meetings and presides over meetings of the Board. We believe that separation of the positions reinforces
the independence of the Board in its oversight of the business and affairs of the Company, and creates an environment that is more conducive
to objective evaluation and oversight of managements performance, increasing management accountability and improving the ability
of the Board to monitor whether managements actions are in the best interests of the Company and its stockholders. Furthermore,
we believe that Dr. Pomerantz is especially suited to serve as our Chairman of the Board, in light of his significant strategic management
experience in the U.S. healthcare industry, which provides him with a unique perspective on the best methods of growth for a life sciences
company.
22
However,
our Board of Directors will continue to periodically review our leadership structure and may make such changes in the future as it deems
appropriate.
Role
of the Board in Risk Oversight
One
of the key functions of our Board is informed oversight of our risk management process. Our Board does not have a standing risk management
committee, but rather administers this oversight function directly through our Board as a whole, as well as through various standing
committees of our Board that address risks inherent in their respective areas of oversight. In particular, our Board is responsible for
monitoring and assessing strategic risk exposure. Our Board considers cybersecurity risk as part of its risk oversight function and oversees
our cybersecurity and other information technology risks and managements implementation of our cybersecurity risk management program.
Our Audit Committee has the responsibility to consider and discuss our major financial risk exposures and the steps management will take
to monitor and control such exposures, including guidelines and policies to govern the process by which risk assessment and management
is undertaken. The Audit Committee also monitors compliance with legal and regulatory requirements and considers and approves or disapproves
any related person transactions. Our Compensation Committee assesses and monitors whether our compensation plans, policies and programs
comply with applicable legal and regulatory requirements. The Board does not believe that its role in the oversight of our risks affects
the Boards leadership structure.
Clawback
Policy
Our
Board of Directors has adopted a Policy for Recovery of Erroneously Awarded Compensation (the Clawback Policy), in accordance
with the Nasdaq listing standards and Exchange Act Rule 10D-1, which applies to our current and former executive officers. Under the
Clawback Policy, we are required to recoup the amount of any Erroneously Awarded Compensation (as defined in the Clawback Policy) on
a pre-tax basis within a specified lookback period in the event of any Financial Restatement (as defined in the Clawback Policy), subject
to limited impracticability exception.
Code
of Ethics
We
have a written Code of Business Conduct and Ethics that applies to our directors, officers and employees, including our principal executive
officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. We have posted
a current copy of the Code of Business Conduct and Ethics on our website,
www.indaptusrx.com
, in the Investors section
under Corporate Governance. In addition, we intend to post on our website all disclosures that are required by law or the
rules of Nasdaq concerning any amendments to, or waivers from, any provision of the Code of Business Conduct and Ethics.
Anti-Hedging
Policy
Our
Board of Directors has adopted an Insider Trading Compliance Policy, which applies to all of our directors, officers and employees. The
policy prohibits our directors, officers and employees and any entities they control from engaging in short sales and transactions in
put or call options and other forms of hedging or monetization transactions, such as zero-cost collars and forward sale contracts, and
other similar transactions, unless such transaction has been pre-approved by the Chief Financial Officer.
Attendance
by Members of the Board of Directors at Meetings
There
were 4 meetings of the Board of Directors during the fiscal year ended December 31, 2023. During the fiscal year ended December 31, 2023,
each director attended at least 75% of the aggregate of (i) all meetings of the Board of Directors and (ii) all meetings of the committees
on which the director served during the period in which he or she served as a director. We do not maintain a formal policy regarding
director attendance at the Annual Meeting; however, members of our Board of Directors are encouraged to attend. One of our directors
then serving attended the 2023 Annual Meeting of Stockholders.
23
COMMITTEES
OF THE BOARD
Our
Board has established four standing committeesAudit, Compensation, Nominating, and Science and Technology. Each of Audit, Compensation
and Nominating Committee operates under a written charter that has been approved by our Board.
The
members of each of the Board committees and committee Chairpersons are set forth in the following chart.
Name
Audit
Compensation
Nominating
Science and Technology
Mark J. Gilbert, M.D.
X
William B. Hayes
Chairperson
X
Hila Karah
X
Chairperson
Anthony J. Maddaluna
Chairperson
X
X
Robert E. Martell, M.D., Ph.D.
X
X
Michael J. Newman, Ph.D.
Chairperson
Audit
Committee
Our
Audit Committees responsibilities include:
●
appointing,
approving the compensation of, and assessing the independence of our independent registered public accounting firm;
●
monitoring
the rotation of the partners of our independent registered public accounting firm on our audit engagement team and considering periodically
the rotation of auditing firms;
●
overseeing
the work of our independent registered public accounting firm;
●
reviewing
and discussing with management and the independent registered public accounting firm the results of the annual audit, including our
annual financial statements and related disclosures, and the results of the review by the independent registered public accounting
firm of our quarterly financial statements and related disclosures;
●
discussing
with management and the independent registered public accounting firm the adequacy of our internal control over financial reporting,
disclosure controls and procedures, compliance with legal and regulatory requirements, and code of business conduct and ethics;
●
discussing
with management and the independent registered public accounting firm our risk management policies;
●
establishing
policies regarding hiring employees from the independent registered public accounting firm and procedures for the receipt and retention
of accounting related complaints and concerns;
●
meeting
independently with our independent registered public accounting firm and management;
●
reviewing
and providing oversight of any related person transactions, including establishing such policies and procedures as appropriate to
facilitate such review; and
●
preparing
the audit committee report required by the SEC rules (which is included on
page 11
of this proxy statement).
24
The
Audit Committee charter is available on the Investors page of our website at
www.indaptusrx.com
. The members of the Audit Committee
are Mr. Hayes, Ms. Karah, and Dr. Martell. Mr. Hayes serves as the Chairperson of the committee. Our Board has affirmatively determined
that each of Mr. Hayes, Ms. Karah, and Dr. Martell is independent for purposes of serving on an audit committee under Rule 10A-3 promulgated
under the Exchange Act and the Nasdaq Rules, including those related to Audit Committee membership.
The
members of our Audit Committee meet the requirements for financial literacy under the applicable Nasdaq rules. In addition, our Board
of Directors has determined that Mr. Hayes qualifies as an audit committee financial expert, as such term is defined in
Item 407(d)(5) of Regulation S-K, and under the similar Nasdaq Rules requirement that the Audit Committee have a financially sophisticated
member.
The
Audit Committee met four times in 2023.
Compensation
Committee
Our
Compensation Committee is responsible for assisting the Board in the discharge of its oversight responsibilities relating to the evaluation
of our executive officers (including the Chief Executive Officer), determining the compensation of our executive officers, and overseeing
the management of risks associated therewith. In fulfilling its purpose, our Compensation Committee has the following principal duties:
●
reviewing
and approving, or recommending for approval by the Board, our overall compensation strategy and policies, including evaluating risks
associated with our compensation policies and practices;
●
reviewing
and approving, or recommending for approval by the Board, the compensation of our CEO and our other executive officers;
●
overseeing
and administering our cash and equity incentive plans;
●
reviewing
and making recommendations to the Board of Directors with respect to non-employee director compensation;
●
reviewing
and discussing annually with management our Compensation Discussion and Analysis, to the extent required; and
●
preparing
the annual compensation committee report, to the extent required by SEC rules.
The
Compensation Committee generally considers the Chief Executive Officers recommendations when making decisions regarding the compensation
of executive officers (other than the Chief Executive Officer). Pursuant to the Compensation Committees charter, which is available
on the Investors page of our website at
www.indaptusrx.com
, the Compensation Committee has the authority to retain or obtain the
advice of compensation consultants, legal counsel and other advisors to assist in carrying out its responsibilities. The Compensation
Committee did not engage the services of a compensation consultant in 2023..
The
Compensation Committee may delegate its authority under its charter to one or more subcommittees as it deems appropriate from time to
time. The Compensation Committee may also delegate to an officer the authority to grant equity awards to certain employees, as further
described in its charter and subject to the terms of our equity plans.
The
members of our Compensation Committee are Mr. Maddaluna and Mr. Hayes. Mr. Maddaluna serves as the Chairperson of the Compensation Committee.
Each member of the Compensation Committee qualifies as an independent director under Nasdaqs heightened independence standards
for members of a compensation committee and as a non-employee director as defined in Rule 16b-3 of the Exchange Act.
identifying
individuals qualified to become Board members;
●
recommending
to the Board the persons to be nominated for election as directors and to each Board committee;
●
reviewing
with the Chief Executive Officer and making recommendations to the Board with respect to our succession plans for the Chief Executive
Officer and other executive officers;
●
reviewing
and making recommendations to the Board the composition and chairperson of each Board committee; and
●
overseeing
the evaluation of the Board and its committees.
The
Nominating Committee charter is available on the Investors page of our website at
www.indaptusrx.com
. The members of our Nominating
Committee are Ms. Karah and Mr. Maddaluna. Ms. Karah serves as the Chairperson of the Nominating Committee. The Nominating Committee
has the authority to consult with outside advisors or retain search firms to assist in the search for qualified candidates or consider
director candidates recommended by our stockholders.
The
Nominating Committee did not have any meetings in 2023.
Science
and Technology Committee
Our
Science and Technology Committees responsibilities include:
●
reviewing
and advising on our drug development strategy, including the selection of therapeutic targets, the design and execution of clinical
trials, and the regulatory pathway for approval;
●
assessing
our research pipeline and recommending changes or improvements to ensure a sustainable and diverse portfolio of drug candidates;
●
evaluating
our intellectual property strategy and overseeing the implementation of appropriate measures to protect our discoveries and inventions;
and
●
reviewing
our manufacturing strategy and overseeing the quality controls put in place to meet regulatory requirements.
The
members of our Science and Technology Committee are Dr. Gilbert, Mr. Maddaluna, Dr. Martell, and Mr. Newman. Mr. Newman serves as the
Chairperson of the Science and Technology Committee.
The
Science and Technology Committee met twice in 2023.
EXECUTIVE
COMPENSATION
Our
named executive officers for 2023, which consist of our principal executive officer and the next two most-highly compensated executive
officers who were serving as executive officers as of December 31, 2023. are:
●
Jeffrey
A. Meckler, Chief Executive Officer and Director;
●
Walt.
A. Linscott, Esq., Chief Operating Officer; and
●
Michael
J. Newman, Ph.D., Chief Scientific Officer and Director
26
Summary
Compensation Table
The
following table sets forth all of the compensation awarded to, earned by or paid to our named executive officers during 2023 and 2022.
Name and Principal Position
Year
Salary ($)
Bonus ($)
Stock Awards ($)
Option Awards
(1)
($)
Non-equity Incentive
Plan
Compensation
All Other Compensation
(2)
($)
Total
($)
Jeffrey A. Meckler,
2023
565,000
134,221
223,175
78,853
1,001,249
Chief Executive Office
)
2022
552,000
792,210
276,000
60,322
1,680,532
Walt A. Linscott, Esq.,
2023
425,000
53,688
212,500
78,851
770,039
Chief Operating Officer
2022
405,000
181,614
202,500
59,130
848,244
Michael J. Newman, Ph.D.
2023
442,000
58,051
198,900
19,088
718,039
Chief Scientific Officer
(1)
The amounts reported do not reflect the amounts actually received by our named executive officers. Instead, in accordance with SEC rules,
these amounts reflect the grant date fair value of stock options granted to our named executive officers during the fiscal years ended
December 31, 2023 and 2022, as computed in accordance with Financial Accounting Standard Board Accounting Standards Codification Topic
718 for stock-based compensation transaction. As required by SEC rules, the amounts shown exclude the impact of estimated forfeitures
related to service-based vesting conditions. Assumptions used in the calculation of these amounts are included in Note 6 to our consolidated
financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the SEC on
March 13, 2024. Our named executive officers will only realize compensation with regard to these options to the extent the trading price
of our common stock is greater than the exercise price of such options.
(2)
For 2023 and 2022, referenced amount is for the Company paid portion of medical and life insurance premiums, and Company 401(k) contributions.
Narrative
Description to Summary Compensation Table
Base
Salaries
In
general, base salaries for our named executive officers are initially established through arms length negotiation at the time
the executive is hired, taking into account such executives qualifications, experience and prior salary. Base salaries of our
named executive officers are approved and reviewed annually by our Compensation Committee or Board of Directors and adjustments to base
salaries are based on the scope of an executives responsibilities, individual contribution, prior experience and sustained performance.
Decisions regarding salary increases may take into account an executive officers current salary, equity ownership, and the amounts
paid to an executive officers peers inside our company by conducting an internal analysis, which compares the pay of an executive
officer to other members of the management team. Base salaries are also reviewed in the case of promotions or other significant changes
in responsibility. Base salaries are not automatically increased if the Board of Directors and Compensation Committee believe that other
elements of the named executive officers compensation are more appropriate in light of our stated objectives. This strategy is
consistent with our intent of offering compensation that is both cost-effective, competitive and contingent on the achievement of performance
objectives.
The
actual base salaries paid to all of our named executive officers for 2023 are set forth in the Summary Compensation Table
above.
27
In
January 2023, our Compensation Committee approved base salary increases for 2023 for Mr. Meckler, Dr. Newman and Mr. Linscott to $565,000,
$442,000 and $425,000, respectively. These base salary increases represented adjustments of approximately 2.4%, 4.0% and 4.9%, respectively.
In January 2024, our Compensation Committee approved base salary increases for 2024 for Mr. Meckler, Dr. Newman and Mr. Linscott to $575,000,
$455,000 and $475,000, respectively. These base salary increases represented adjustments of approximately 1.8%, 2.9% and 11.8%, respectively.
Annual
Cash Performance Bonuses
Each
named executive officer is also eligible for a performance bonus based upon the achievement of certain corporate performance goals and
objectives approved by our Compensation Committee and Board of Directors.
Bonuses
are set based on a percentage of the executives base salary as of the end of the bonus year and are expected to be paid out in
the first quarter of the following year. The target levels for 2023 executive bonuses were as follows: 50% for Mr. Meckler, 50% for Mr.
Newman and 50% for Mr. Linscott. All final bonus payments to our named executive officers are determined by our Compensation Committee
or our Board of Directors. The actual bonuses awarded in any year, if any, may be more or less than the target, depending on individual
performance and the achievement of corporate objectives and may also vary based on other factors at the discretion of the Compensation
Committee.
For
2023, the corporate performance objectives for our named executive officers were related to clinical milestones, research and development
goals, business development opportunities, financing objectives and human capital management objectives. These performance objectives
and areas of emphasis were used as a guide by the Compensation Committee and Board of Directors in determining overall corporate performance
for these executives as they represented those areas in which they were expected to focus their efforts during the year. Both qualitative
and quantitative guidelines were established for purposes of evaluating performance relating to these corporate objectives during 2023.
Based on its review of our overall performance relative to our corporate objectives, the Compensation Committee determined to award a
corporate achievement level of 79% for annual bonus plan purposes.
The
overall achievement level was then used to determine each named executive officers bonus. The bonuses paid to our named executive
officers for 2023 are set forth in the Summary Compensation Table above.
Equity
Compensation
The
goals of our long-term, equity-based incentive awards are to align the interests of our named executive officers and other employees,
non-employee directors and consultants with the interests of our stockholders. Because vesting is based on continued employment, our
equity-based incentives also encourage the retention of our named executive officers through the vesting period of the awards. In determining
the size of the long-term equity incentives to be awarded to our named executive officers, we take into account a number of internal
factors, such as the relative job scope, the value of existing long-term incentive awards, individual performance history, prior contributions
to us and the size of prior grants.
To
reward and retain our named executive officers in a manner that best aligns employees interests with stockholders interests,
we use stock options as the primary incentive vehicles for long-term compensation. We believe that stock options are an effective tool
for meeting our compensation goal of increasing long-term stockholder value by tying the value of the stock options to our future performance.
Because employees are able to profit from stock options only if our stock price increases relative to the stock options exercise
price, we believe stock options provide meaningful incentives to employees to achieve increases in the value of our stock over time.
The
exercise price of each stock option grant is the fair market value of our common stock on the grant date, as determined by our Board
of Directors from time to time. Stock option awards granted to our named executive officers generally vest as to one-third of the total
shares on the first anniversary of the grant date and thereafter the remaining shares vest in equal quarterly installments over the following
24 months. From time to time, our Compensation Committee may, however, determine that a different vesting schedule is appropriate.
In
January 2023, Mr. Meckler, Mr. Newman and Mr. Linscott were granted stock options to purchase 100,000 shares, 43,250 shares and 40,000
shares of our common stock, respectively. The stock options vest as to one-third of the total shares on January 18, 2024 and thereafter
the remaining shares vest in equal quarterly installments over the following 24 months. In January 2024, Mr. Meckler, Mr. Newman and
Mr. Linscott were granted stock options to purchase 100,000 shares, 43,250 and 75,000 shares of our common stock, respectively. The stock
options vest as to one-third of the total shares on January 22, 2025 and thereafter the remaining shares vest in equal quarterly installments
over the following 24 months.
28
We
have had no program, plan or practice pertaining to the timing of stock option grants to named executive officers coinciding with the
release of material non-public information. Stock options granted to our named executive officers may be subject to accelerated vesting
in certain circumstance. For additional discussion, please see Employment Agreements and Potential Payments on Employment Termination
below.
Other
Elements of Compensation
Retirement
Plans
Effective
January 1, 2023, we maintain a 401(k) retirement savings plan that allows eligible employees to contribute a portion of their compensation,
within limits prescribed by the Internal Revenue Code, on a pre-tax basis through contributions to the plan. Our named executive officers
are eligible to participate in the 401(k) plan. We believe that providing a vehicle for tax-deferred retirement savings through our 401(k)
plan adds to the overall desirability of our executive compensation package and further incentivizes our named executive officers in
accordance with our compensation policies.
Employee
Benefits and Perquisites
Our
named executive officers are eligible to participate in our health and welfare plans. We pay for the health and welfare benefits of our
named executive officers. We do not provide our named executive officers with any other significant perquisites or other personal benefits.
No
Tax Gross-Ups
We
do not make gross-up payments to cover our named executive officers personal income taxes that may pertain to any of the compensation
paid or provided by our company.
Outstanding
Equity Awards at Fiscal Year-End
The
following table sets forth information concerning outstanding option awards as of December 31, 2023, for each named executive officer:
Option
Awards
Name
Grant Date
Number of Securities Underlying Unexercised
Options Exercisable
(#)
Number of Securities Underlying Unexercised
Options
Unexercisable (#)
Option
Exercise Price
($)
Option Expiration
Date
(1)
Jeffrey A. Meckler, Chief Executive Officer
04/10/17
1,500
425.6
04/10/27
05/01/17
813
425.6
05/01/27
12/11/17
4,750
536.0
12/11/27
06/28/18
1,250
355.2
06/28/25
04/04/19
1,562
611.2
04/04/26
07/15/20
3,750
24.6
07/15/27
08/04/21
(2)
281,250
93,750
8.87
8/4/2031
01/26/22
(3)
116,667
83,333
4.90
01/26/32
01/18/23
(4)
100,000
1.61
01/18/33
Walt A. Linscott, Esq., Chief Operating Officer
10/23/17
750
684.8
10/23/27
12/11/17
1,750
684.8
12/11/27
01/22/19
1,125
610.4
01/22/26
09/13/19
2,500
72.0
09/13/26
02/17/20
1,125
34.3
02/17/27
09/16/20
1,250
25.7
09/16/27
08/04/21
(2)
157,500
52,500
8.87
8/4/2031
01/26/22
(3)
26,746
19,104
4.90
01/26/32
01/18/23
(4)
40,000
1.61
01/18/33
Michael J. Newman, Chief Scientific Officer
08/04/21
(2)
217,500
72,500
8.87
8/4/2031
01/26/22
(3)
25,288
18,062
4.90
01/26/32
01/18/23
(4)
43,250
1.61
01/18/33
(1)
The options have a seven-year term or ten-year term as noted in the table subject to earlier expiration upon termination.
29
(2)
The options vest over a period of three years from August 4, 2021, 33.3% on the first anniversary of such date and 8.33% every three
months thereafter, ending August 4, 2024.
(3)
The options vest over a period of three years from January 26, 2022, 33.3% on the first anniversary of such date and 8.33% every three
months thereafter, ending January 26, 2025.
(4)
The options vest over a period of three years from January 18, 2023, 33.3% on the first anniversary of such date and 8.33% every three
months thereafter, ending January 18, 2026.
Employment
Agreements and Potential Payments on Employment Termination
Set
forth below is a description of the employment agreements with our named executive officers and a summary of the benefits that would
be payable upon termination of employment or in connection with a change in control to our named executive officers under their employment
agreements with us.
Jeffrey
A. Meckler
We
have entered into an employment agreement with Jeffrey A. Meckler (the Meckler Employment Agreement), which superseded
and replaced his employment agreement dated December 11, 2017 with Intec Pharma, Inc., a subsidiary of Intec Israel, to serve as our
Chief Executive Officer. The Meckler Employment Agreement provides for an annual base salary, subject to review for an upward adjustment
on at least an annual basis. Mr. Meckler is eligible to participate in an annual executive bonus plan, pursuant to which he may earn
an annual target bonus of up to 50% of his base salary, based on the achievement of certain individual and company-wide objectives, which
shall be established by our Board of Directors on an annual basis. The Board may, in its discretion, grant Mr. Meckler a bonus in excess
of the target bonus if the performance criteria are exceeded or for such additional contributions that the Board may choose to recognize.
Upon
termination of Mr. Mecklers employment by us without cause or Mr. Mecklers resignation for good reason, Mr. Meckler will
be entitled to a severance benefit equal to (i) twelve months of his base salary as in effect prior to the termination date, payable
in bi-monthly installments and (ii) an amount equal to Mr. Mecklers cost of continued health insurance coverage for twelve months.
In addition, if Mr. Meckler is entitled to receive a bonus for the year of termination based on the achievement of pre-determined performance
goals (and ignoring any continuation of employment requirements), Mr. Meckler (or his representatives) shall be entitled to receive such
bonus on the same basis as the other participants in the bonus plan, except that the bonus amount shall be prorated based on the percentage
of days Mr. Meckler was employed relative to the total number of days in the bonus earning period.
If
Mr. Mecklers employment is terminated by us without cause or by Mr. Meckler for good reason during the one year period immediately
following a change in control or six months before a change in control, then Mr. Meckler will be entitled to receive, (i) eighteen months
of his base salary as in effect prior to the termination date, payable in bi-monthly installments, (ii) an amount equal to Mr. Mecklers
cost of continued health insurance coverage for eighteen months, (iii) his target annual bonus for the year of termination, which shall
be paid within 30 days of termination, and (iv) full accelerated vesting of all of outstanding equity incentive awards upon the later
of the change in control or Mr. Mecklers termination of employment.
30
In
the event that Mr. Mecklers employment terminates by reason of his death or disability, and Mr. Meckler is entitled to receive
a bonus for the year of termination based on the achievement of pre-determined performance goals (and ignoring any continuation of employment
requirements), Mr. Meckler (or his representatives) shall be entitled to receive such bonus on the same basis as the other participants
in the bonus plan, except that the bonus amount shall be prorated based on the percentage of days Mr. Meckler was employed relative to
the total number of days in the bonus earning period.
Michal
J. Newman
We
have entered into an employment agreement with Michael J. Newman, (the Newman Employment Agreement), to serve as Chief
Science Officer effective August 4, 2021. The Newman Employment Agreement provides
for
an annual base salary, subject to review for an upward adjustment on at least an annual basis. Dr. Newman is eligible to participate
in an annual executive bonus plan, pursuant to which he may earn an annual target bonus of up to 50% of his base salary, based on the
achievement of certain individual and company-wide objectives, which shall be established by our Board of Directors on an annual basis.
The Board may, in its discretion, grant Dr. Newman a bonus in excess of the target bonus if the performance criteria are exceeded or
for such additional contributions that the Board may choose to recognize
.
Upon
termination of Dr. Newmans employment by us without cause or Dr. Newmans resignation for good reason, Dr. Newman will be
entitled to a severance benefit equal to (i) twelve months of his base salary as in effect prior to the termination date, payable in
bi-monthly installments and (ii) an amount equal to Dr. Newmans cost of continued health insurance coverage for twelve months.
In addition, if Dr. Newman is entitled to receive a bonus for the year of termination based on the achievement of pre-determined performance
goals (and ignoring any continuation of employment requirements), Dr. Newman (or his representatives) shall be entitled to receive such
bonus on the same basis as the other participants in the bonus plan, except that the bonus amount shall be prorated based on the percentage
of days Dr. Newman was employed relative to the total number of days in the bonus earning period.
If
Dr. Newmans employment is terminated by us without cause or by Dr. Newman for good reason during the one year period immediately
following a change in control or six months before a change in control, then Dr. Newman will be entitled to receive, (i) eighteen months
of his base salary as in effect prior to the termination date plus his annual target bonus, payable in bi-monthly installments, (ii)
an amount equal to Dr. Newmans cost of continued health insurance coverage for eighteen months the current year bonus at the target
level, which shall be paid within 30 days of termination, (iii) the current year bonus at the target level at a prorated basis, which
shall be paid within 30 days of termination, and (iv) full accelerated vesting of all of outstanding equity incentive awards upon the
later of the change in control or Dr. Newmans termination of employment.
In
the event that Dr. Newmans employment terminates by reason of his death or disability, and Dr. Newman is entitled to receive a
bonus for the year of termination based on the achievement of pre-determined performance goals (and ignoring any continuation of employment
requirements), Dr. Newman (or his representatives) shall be entitled to receive such bonus on the same basis as the other participants
in the bonus plan, except that the bonus amount shall be prorated based on the percentage of days Dr. Newman was employed relative to
the total number of days in the bonus earning period.
Walt
A. Linscott, Esq.
We
have entered into an employment agreement with Walt A. Linscott, Esq. (the Linscott Employment Agreement), which supersedes
and replaces his employment agreement dated October 23, 2017 with Intec Pharma, Inc., a subsidiary of Intec Israel. The Linscott Employment
Agreement provides for an annual base salary, subject to review for an upward adjustment on at least an annual basis. Mr. Linscott is
eligible to participate in an annual executive bonus plan, pursuant to which he may earn an annual target bonus of up to 50% of his base
salary, based on the achievement of certain individual and company-wide objectives, which shall be established by the Companys
Board of Directors on an annual basis. The Board may, in its discretion, grant Mr. Linscott a bonus in excess of the target bonus if
the performance criteria are exceeded or for such additional contributions that the Board may choose to recognize.
31
Upon
termination of Mr. Linscotts employment by us without cause or Mr. Linscotts resignation for good reason, Mr. Linscott
will be entitled to a severance benefit equal to (i) twelve months of his base salary as in effect prior to the termination date, payable
in bi-monthly installments and (ii) an amount equal to Mr. Linscotts cost of continued health insurance coverage for twelve months.
In addition, if Mr. Linscott is entitled to receive a bonus for the year of termination based on the achievement of pre-determined performance
goals (and ignoring any continuation of employment requirements), Mr. Linscott (or his representatives) shall be entitled to receive
such bonus on the same basis as the other participants in the bonus plan, except that the bonus amount shall be prorated based on the
percentage of days Mr. Linscott was employed relative to the total number of days in the bonus earning period.
If
Mr. Linscotts employment is terminated by us without cause or by Mr. Linscott for good reason during the one year period immediately
following a change in control or six months before a change in control, then Mr. Linscott will be entitled to receive, (i) eighteen months
of his base salary as in effect prior to the termination date, payable in bi-monthly installments, (ii) an amount equal to Mr. Linscotts
cost of continued health insurance coverage for eighteen months, (iii) his target annual bonus for the year of termination, which shall
be paid within 30 days of termination, and (iv) full accelerated vesting of all of outstanding equity incentive awards upon the later
of the change in control or Mr. Linscotts termination of employment.
In
the event that Mr. Linscotts employment terminates by reason of his death or disability, and Mr. Linscott is entitled to receive
a bonus for the year of termination based on the achievement of pre-determined performance goals (and ignoring any continuation of employment
requirements), Mr. Linscott (or his representatives) shall be entitled to receive such bonus on the same basis as the other participants
in the bonus plan, except that the bonus amount shall be prorated based on the percentage of days Mr. Linscott was employed relative
to the total number of days in the bonus earning period.
Equity
Compensation Plans
The
following table gives information as of December 31, 2023 about shares of our common stock that may be issued upon the exercise of options
under the Indaptus Therapeutics, Inc. 2021 Stock Incentive Plan (the 2021 Plan):
Plan Category
Number of securities to be issued upon exercise of outstanding options, warrants and rights
(1)
Weighted-average exercise price of outstanding options, warrants and rights
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in first column)
Equity compensation plan approved by security holders
(2)
2,050,197
$
10.90
189,201
Equity compensation plans not approved by security holders
(1)
Represents stock options outstanding under the 2021 Plan.
(2)
Our 2021 Plan has an evergreen provision that allows for an annual increase on each January 1 beginning on January 1, 2022 and ending
on and including January 1, 2024, equal to the lesser of (A) 3% of the aggregate number of shares of our shares of common stock outstanding
on the final day of the immediately preceding calendar year or (B) such smaller number of shares as is determined by our Board of Directors.
32
Pay
Versus Performance Table
The
following table sets forth information concerning the compensation of our named executive officers, or NEOs, the compensation actually
paid to our NEOs, as determined under SEC rules (and described below), our total shareholder return and our net loss, in each case for
each of the fiscal years ended December 31, 2021, 2022 and 2023:
(a)
(b)
(c)
(d)
(e)
(f)
(h)
Year
Summary Compensation Table Total for PEO ($)
Compensation Actually Paid to PEO ($)(1)
Average Summary Compensation Table Total for Non-PEO NEOs ($)
Average Compensation Actually Paid to Non-PEO NEOs ($)(1)
Value of Initial Fixed $100 Investment
Based on:
Total Shareholder Return ($)
Net Loss ($)
2023
$
1,001,249
$
1,122,094
$
744,039
$
799,786
$
121
$
(15,423,471
)
2022
$
1,680,532
$
(38,385
)
$
1,062,955
$
500,074
$
41
$
(14,322,798
)
2021
$
3,593,994
$
2,537,836
$
2,349,869
$
1,647,534
$
25
$
(7,711,386
)
(1)
Amounts
represent compensation actually paid to our PEO and the average compensation actually paid to our remaining NEOs for the relevant
fiscal year, as determined under SEC rules, which includes the individuals indicated in the table below for each fiscal year:
Year
PEO
Non-PEO
NEOs
2023
Jeffrey
A. Meckler
Walt
A. Linscott, Esq. and Michael J. Newman, Ph.D.
2022
Jeffrey
A. Meckler
Walt
A. Linscott, Esq. and Boyan Litchev, M.D.
2021
Jeffrey
A. Meckler
Walt
A. Linscott, Esq. and Michael J. Newman, Ph.D.
The
amounts reported in the Compensation Actually Paid to PEO and Average Compensation Actually Paid to Non-PEO NEOs
columns do not reflect the actual compensation paid to or realized by our PEO or our non-PEO NEOs during each applicable year. The calculation
of compensation actually paid for purposes of this table includes point-in-time fair values of stock awards and these values will fluctuate
based on our stock price and various accounting valuation assumptions. See the Summary Compensation Table for certain other compensation
of our PEO and our non-PEO NEOs for each applicable fiscal year.
33
Compensation
actually paid to our NEOs represents the Total compensation reported in the Summary Compensation Table for the applicable
fiscal year, as adjusted as follows:
2023
Adjustments
PEO
Average Non-PEO NEOs
Deduction
for Amounts Reported under the Stock Awards and Option Awards Columns in the Summary Compensation Table for
Applicable FY
$
(134,221
)
$
(55,869
)
Increase
based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable
FY End
144,190
60,019
Increase for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End
31,853
12,437
Increase
for Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End
to Vesting Date
79,023
39,160
TOTAL ADJUSTMENTS
$
120,845
$
55,747
Fair
value or change in fair value, as applicable, of equity awards in the Compensation Actually Paid columns was determined
by reference to a Black Scholes value as of the applicable year-end or vesting date(s), determined based on the same methodology as used
to determine grant date fair value but using the closing stock price on the applicable revaluation date as the current market price and
with an estimated expected life using the simplified method, and in all cases based on volatility and risk free rates determined as of
the revaluation date based on the expected life period and based on an expected dividend rate of 0%. For additional information on the
assumptions used to calculate the valuation of the awards, see Note 6 to our consolidated financial statements included in our Annual
Report on Form 10-K for the year ended December 31, 2023, which was filed with the SEC on March 13, 2024, and our Annual Reports on Form
10-K for prior fiscal years.
Narrative
Disclosure to Pay Versus Performance Table
Relationship
Between Financial Performance Measures
The
graph below compares the compensation actually paid to our PEO and the average of the compensation actually paid to our remaining NEOs,
with our cumulative TSR for the fiscal years ended December 31, 2021, 2022 and 2023.
34
TSR
amounts reported in the graph assume an initial fixed investment of $100. We do not pay dividends.
The
graph below compares the compensation actually paid to our PEO and the average of the compensation actually paid to our remaining NEOs,
with our net loss for the fiscal years ended December 31, 2021, 2022 and 2023.
DIRECTOR
COMPENSATION
The
following table provides certain information concerning the compensation for services rendered in all capacities by each non-employee
director serving on our Board during the year ended December 31, 2023, other than Mr. Meckler, our Chief Executive Officer and Dr. Newman,
our Chief Scientific Officer, who did not receive additional compensation for their service as a director and whose compensation is set
forth in the Summary Compensation Table under the section entitled Executive Compensation above.
Name
Fees earned
($)
Stock awards
($)
Option awards ($)
(1)
All other compensation
($)
Total
($)
Roger J. Pomerantz
150,000
45,663
195,663
Hila Karah
64,140
19,026
83,166
Anthony J. Maddaluna
68,111
19,026
87,137
William B. Hayes
71,000
19,026
90,026
Robert E. Martell
51,353
28,313
79,666
Mark Gilbert
53,111
19,026
60,000
(2)
132,137
Brian OCallaghan
(3)
26,272
26,272
35
(1)
The amounts reported do not reflect the amounts actually received by our non-employee directors. Instead, in accordance with SEC rules,
these amounts reflect the grant date fair value of stock options granted to our non-employee directors during the fiscal year ended December
31, 2023, as computed in accordance with Financial Accounting Standard Board Accounting Standards Codification Topic 718 for stock-based
compensation transaction. As required by SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based
vesting conditions. Assumptions used in the calculation of these amounts are included in Note 6 to our consolidated financial statements
included in our Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the SEC on March 13, 2024. Our
non-employee directors who have received options will only realize compensation with regard to these options to the extent the trading
price of our common stock is greater than the exercise price of such options. As of December 31, 2023, our non-employee directors held
the following numbers of stock options: Dr. Pomerantz, 153,000 stock options; Ms. Karah 41,281 stock options, Mr. Maddaluna 41,000 stock
options, Mr. Hayes 41,000 stock options, Mr. Martell 20,000 stock options, and Dr. Gilbert 46,250 stock options. As of December 31, 2023,
all the stock options that were held by Mr. OCallaghan were cancelled.
(2)
Represents quarterly retainer fees paid to Dr. Gilbert for consultation services. Mr. Gilbert ceased consulting for the Company in January
2024.
(3)
Mr. OCallaghan was not nominated for reelection at the 2023 annual meeting of stockholders and ceased serving as a member of our
Board on the date of such annual meeting.
Pursuant
to our director compensation policy, the annual retainer for non-employee directors is $50,000 and the annual retainer for the chair
of the Board of Directors is $150,000. Annual retainers for committee membership are as follows:
Audit committee chairperson
$
15,000
Audit committee member
$
7,500
Compensation committee chairperson
$
10,000
Compensation committee member
$
6,000
Nominating committee chairperson
$
8,000
Nominating committee member
$
5,000
Scientific and technology committee chairperson
$
8,000
Scientific and technology committee member
$
4,000
These
fees are payable in advance in four equal quarterly installments during the first week of each quarter, provided that the amount of such
payment will be prorated for any portion of such quarter that a director is not serving on our Board of Directors, on such committee
or in such position. Non-employee directors are also reimbursed for reasonable out-of-pocket business expenses incurred in connection
with attending meetings of the Board of Directors and any committee of the Board of Directors on which they serve and in connection with
other business related to the Board of Directors. Directors may also be reimbursed for reasonable out-of-pocket business expenses authorized
by the Board of Directors or a committee that are incurred in connection with attending conferences or meetings with management in accordance
with a travel policy, as may be in effect from time to time.
In
March 2023, the Board amended our director compensation policy to provide that, on the date an individual is first elected or appointed
as a non-employee director, such individual will receive a grant of 25,000 stock options, and that, on the date of each annual meeting
of stockholders, commencing with the annual meeting of stockholders for 2023, each non-employee director (other than the board chair)
will receive a grant of 12,500 stock options and the board chair will receive 30,000 stock options. The initial stock options vest in
over three years from the grant date in equal quarterly installments, subject to continued service on the Board and the options shall
also vest in full immediately upon a directors death, disability or a change of control. The annual stock options vest in full
on the first anniversary of the grant date, subject to continued service on the Board and the options shall also vest in full immediately
upon a directors death, disability or a change of control.
36
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth certain information with respect to holdings of our common stock by (i) stockholders who beneficially owned
more than 5% of the outstanding shares of our common stock, and (ii) each of our directors (which includes all nominees), each of our
named executive officers and all directors and executive officers as a group as of April 12, 2024, unless otherwise indicated. The number
of shares beneficially owned by each stockholder is determined under rules issued by the SEC. Under these rules, beneficial ownership
includes any shares as to which a person has sole or shared voting power or investment power. Applicable percentage ownership is based
on 8,538,883 shares of common stock outstanding as of April 12, 2024. In computing the number of shares beneficially owned by a person
and the percentage ownership of that person, shares of common stock subject to options, or other rights held by such person that are
currently exercisable or will become exercisable within 60 days of April 12, 2024 are considered outstanding, although these shares are
not considered outstanding for purposes of computing the percentage ownership of any other person.
Unless
otherwise indicated, the address of each beneficial owner listed below is 3 Columbus Circle, 15
th
Floor, New York, NY 10019.
We believe, based on information provided to us, that each of the stockholders listed below has sole voting and investment power with
respect to the shares beneficially owned by the stockholder unless noted otherwise, subject to community property laws where applicable.
Name of Beneficial Owner
Number of Shares Beneficially Owned
Percentage of Shares Beneficially Owned
Persons or entities holding 5% or more our outstanding common stock
Glen R. Anderson
1,190,400
(1)
13.9
%
Named executive officers and directors
Jeffrey A. Meckler
624,416
(2)
6.9
%
Michael J. Newman, Ph.D.
1,684,723
(3)
19.0
%
Walt A. Linscott, Esq.
252,204
(4)
2.9
%
Hila Karah
41,281
(5)
*
Anthony J. Maddaluna
41,670
(6)
*
William B. Hayes
41,000
(7)
*
Dr. Roger J. Pomerantz
112,500
(8)
1.3
%
Mark Gilbert, M.D.
46,250
(9)
*
Robert E. Martell, M.D., Ph.D.
20,000
(10)
*
All executive officers and directors as a group (11 persons)
2,968,502
(11)
29.5
%
*
Less
than one percent.
(1)
Based
solely upon a Schedule 13G/A filed with the SEC on August 17, 2023. 1,076,482 shares are held by the Anderson Family Trust U/A/D
January 7, 2017 in which Glen R. Anderson is a trustee of the Anderson Family Trust and shares voting and dispositive control with
his spouse, and 113,918 shares are held by Mr. Anderson over which he has sole voting and dispositive power. The business address
of Mr. Anderson is 101 South 200 East, Suite 700, Salt Lake City, UT 84111.
(2)
Consists
of (i) 75,374 shares of common stock, and (ii) 549,042 shares of common stock issuable upon exercise of outstanding options, of which
56,250 will vest within 60 days of April 12, 2024.
(3)
Consists
of (i) 1,341,524 shares of common stock held by the Michael J. Newman Trust, dated January 21, 2008, Michael J. Newman, Trustee;
(ii) 26,832 shares of common stock held by Janet Lee Harris, Trustee of the Janet Harris Living Trust, executed on March 25, 2009.
Ms. Harris is the spouse of Dr. Newman, and as such, Dr. Newman is deemed to beneficially own such shares; and (iii) 316,367 shares
of common stock issuable upon exercise of outstanding options, of which 31,383 will vest within 60 days of April 12, 2024.
(4)
Consists
of (i) 150 shares of common stock and (ii) 252,054 shares of common stock issuable upon exercise of outstanding options, of which 24,654
will vest within 60 days of April 12, 2024.
(5)
Consists
of 41,281 shares of common stock issuable upon exercise of outstanding options, of which 12,500 will vest within 60 days of April
12, 2024.
37
(6)
Consists
of (i) 670 shares of common stock and (ii) 41,000 shares of common stock issuable upon exercise of outstanding options, of which
12,500 will vest within 60 days of April 12, 2024.
(7)
Consists
of 41,000 shares of common stock issuable upon exercise of outstanding options, of which 12,500 will vest within 60 days of April
12, 2024.
(8)
Consists
of 112,500 shares of common stock issuable upon exercise of outstanding options, of which 30,000 will vest within 60 days of April
12, 2024.
(9)
Consists
of 46,250 shares of common stock issuable upon exercise of outstanding options, of which 12,500 will vest within 60 days of April
12, 2024.
(10)
Consists
of 20,000 shares of common stock issuable upon exercise of outstanding options.
(11)
Consists
of (i) 1,444,550 shares of common stock, and (ii) 1,523,952 shares of common stock issuable upon exercise of outstanding options,
of which 200,621 will vest within 60 days of days of April 12, 2024.
Delinquent
Section 16(a) Reports
Section
16(a) of the Exchange Act requires our executive officers and directors and persons who beneficially own more than 10% of our common
stock to file with the SEC reports of their ownership and changes in their ownership of our common stock. To our knowledge, based solely
on review of the copies of such reports and amendments to such reports with respect to the year ended December 31, 2023 filed with the
SEC and on written representations by our directors and executive officers, all required Section 16 reports under the Exchange Act for
our directors, executive officers and beneficial owners of greater than 10% of our common stock were filed on a timely basis during the
year ended December 31, 2023 other than: one Form 4 reporting three total transactions, two of which were reported late, by Glen R. Anderson.
CERTAIN
RELATIONSHIPS AND RELATED PERSON TRANSACTIONS
Policies
and Procedures for Related Person Transactions
In
accordance with our audit committee charter, the Audit Committee is required to approve related party transactions. In general, the Audit
Committee will review any proposed transaction that has been identified as a related person transaction under Item 404 of Regulation
S-K, which means a transaction, arrangement or relationship in which we and any related person (as defined below) are participants in
which the amount involved exceeds the lesser of $120,000 or one percent of the average of the Companys total assets at fiscal
year-end for the last two completed fiscal years, and in which any related person had, has or will have a direct or indirect material
interest. A related person includes (i) a director, director nominee or executive officer of the Company, (ii) any immediate
family member of the foregoing, or (iii) a security holder known to be a beneficial owner of more than 5% of any class of our voting
securities.
Other
than the compensation agreements and other arrangements described under Executive Compensation and the transactions described
below, since January 1, 2022, there has not been and there is not currently proposed, any transaction or series of similar transactions
to which we were, or will be, a participant in which the amount involved exceeded, or will exceed, $120,000 (or, if less, 1% of the average
of our total assets at December 31, 2023 and 2022, as applicable) and in which any related person, had, or will have, a direct or indirect
material interest.
Director
and Officer Indemnification and Insurance
We
have entered into indemnification agreements with each of our directors and executive officers. These agreements, among other things,
require us or will require us to indemnify each director and executive officer to the fullest extent permitted by Delaware law, including
indemnification of expenses such as attorneys fees, judgments, fines and settlement amounts incurred by the director or executive
officer in any action or proceeding, including any action or proceeding by or in right of us, arising out of the persons services
as a director or executive officer.
We
also maintain an insurance policy that insures our directors and executive officers against certain liabilities, including liabilities
arising under applicable securities laws.
38
STOCKHOLDERS
PROPOSALS
Stockholders
who intend to have a proposal considered for inclusion in our proxy materials for presentation at our 2025 Annual Meeting of Stockholders
pursuant to Rule 14a-8 under the Exchange Act must submit the proposal to our Secretary at our offices at 3 Columbus Circle, 15
th
Floor, New York, NY 10019 in writing not later than December 27, 2024.
Stockholders
intending to present a proposal at the 2025 Annual Meeting of Stockholders, but not to include the proposal in our proxy statement, or
to nominate a person for election as a director, must comply with the requirements set forth in our Amended and Restated Bylaws. Our
Amended and Restated Bylaws require, among other things, that our Secretary receive written notice from the stockholder of record of
their intent to present such proposal or nomination not less than 90 days nor more than 120 days prior to the one-year anniversary of
the preceding years annual meeting. Therefore, we must receive notice of such a proposal or nomination for the 2025 Annual Meeting
of Stockholders no earlier than February 6, 2025 and no later than March 8, 2025. The notice must contain the information required by
the Amended and Restated Bylaws, a copy of which is available upon request to our Secretary. In the event that the date of the 2025 Annual
Meeting of Stockholders is more than 30 days before or more than 60 days after June 6, 2025, then our Secretary must receive such written
notice not more than the 120th day prior to the 2025 Annual Meeting and not later than the 90th day prior to the 2025 Annual Meeting
or, if later, the 10th day following the day on which public disclosure of the date of such meeting is first made by us.
To
comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Companys
nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act.
We
reserve the right to reject, rule out of order, or take other appropriate action with respect to any proposal that does not comply with
these or other applicable requirements.
OTHER
MATTERS
Our
Board of Directors is not aware of any matter to be presented for action at the Annual Meeting other than the matters referred to above
and does not intend to bring any other matters before the Annual Meeting. However, if other matters should come before the Annual Meeting,
it is intended that holders of the proxies named on the Companys proxy card will vote thereon in their discretion.
SOLICITATION
OF PROXIES
The
accompanying proxy is solicited by and on behalf of our Board of Directors, whose Notice of Annual Meeting is attached to this proxy
statement, and the entire cost of our solicitation will be borne by us. In addition to the use of mail, proxies may be solicited by personal
interview, telephone, e-mail and facsimile by our directors, officers and other employees who will not be specially compensated for these
services. We will also request that brokers, nominees, custodians and other fiduciaries forward soliciting materials to the beneficial
owners of shares held by the brokers, nominees, custodians and other fiduciaries. We will reimburse these persons for their reasonable
expenses in connection with these activities.
Certain
information contained in this proxy statement relating to the occupations and security holdings of our directors and officers is based
upon information received from the individual directors and officers.
39
INDAPTUS
ANNUAL REPORT ON FORM 10-K
A
copy of Indaptus Annual Report on Form 10-K for the fiscal year ended December 31, 2023, including financial statements and schedules
thereto but not including exhibits, as filed with the SEC, will be sent to any stockholder of record on April 12, 2024 without charge
upon written request addressed to:
Indaptus
Therapeutics, Inc.
Attention:
Secretary
3
Columbus Circle, 15
th
Floor
New
York, NY 10019
A
reasonable fee will be charged for copies of exhibits. You also may access this proxy statement and our Annual Report on Form 10-K at
www.proxyvote.com
. You also may access our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 at
www.indaptusrx.com.
WHETHER
OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING IN PERSON, WE URGE YOU TO VOTE YOUR SHARES VIA THE TOLL-FREE TELEPHONE NUMBER OR OVER THE
INTERNET, AS DESCRIBED IN THIS PROXY STATEMENT. IF YOU RECEIVED A COPY OF THE PROXY CARD BY MAIL, YOU MAY SIGN, DATE AND MAIL THE PROXY
CARD IN THE ENCLOSED RETURN ENVELOPE. PROMPTLY VOTING YOUR SHARES WILL ENSURE THE PRESENCE OF A QUORUM AT THE ANNUAL MEETING AND WILL
SAVE US THE EXPENSE OF FURTHER SOLICITATION.
By
Order of the Board of Directors
/s/
Nir Sassi
Nir
Sassi, Chief Financial Officer, Treasurer and Secretary
New
York, New York
April
26, 2024
40
Appendix
A
INDAPTUS
THERAPEUTICS, INC. (Formerly INTEC PARENT, INC.)
2021
STOCK INCENTIVE PLAN
(as
amended and restated effective as of [____], 2024)
Unless
otherwise defined, terms used herein shall have the meaning ascribed to them in Section 2 hereof.
1.
PURPOSE; TYPES OF AWARDS; CONSTRUCTION.
1.1.
Purpose. The purpose of this 2021 Stock Incentive Plan (as amended, this
Plan
) is to afford an incentive to Service
Providers of Intec Parent, Inc., a corporation incorporated under the laws of the State of Delaware (together with any successor corporation
thereto, the
Company
), or any Affiliate of the Company, which now exists or hereafter is organized or acquired by
the Company or its Affiliates, to continue as Service Providers, to increase their efforts on behalf of the Company or its Affiliates
and to promote the success of the Companys business, by providing such Service Providers with opportunities to acquire a proprietary
interest in the Company by the issuance of Shares or restricted Shares (
Restricted Stock
) of the Company, and by
the grant of options to purchase Shares (
Options
), Restricted Stock Units (
RSUs
) and other
Share-based Awards pursuant to Sections 11 through 13 of this Plan. In addition, Awards may be granted to Service Providers under this
Plan as donations, for any purpose that the Board finds appropriate, at its discretion. This Plan constitutes an amendment and restatement
of the Indaptus Therapeutics, Inc. 2021 Plan originally adopted by the Board on April 29, 2021, 2021, and by the stockholders on June
21, 2021 (the
Prior Plan
).
1.2.
Types of Awards
. This Plan is intended to enable the Company to issue Awards under various tax regimes, including:
(i)
pursuant
and subject to the provisions of Section 102 of the Ordinance (or the corresponding provision of any subsequently enacted statute,
as amended from time to time), and all regulations and interpretations adopted by any competent authority, including the Israeli
Income Tax Authority (the
ITA
), including the Income Tax Rules (Tax Benefits in Stock Issuance to Employees)
5763-2003 or such other rules so adopted from time to time (the
Rules
) (such Awards that are intended to be
(as set forth in the Award Agreement) and which qualify as such under Section 102 of the Ordinance and the Rules,
102 Awards
);
(ii)
pursuant
to Section 3(9) of the Ordinance or the corresponding provision of any subsequently enacted statute, as amended from time to time
(such Awards,
3(9) Awards
);
(iii)
Incentive
Stock Options within the meaning of Section 422 of the Code, or the corresponding provision of any subsequently enacted United States
federal tax statute, as amended from time to time, to be granted to Employees who are deemed to be residents of the United States,
for purposes of taxation, or are otherwise subject to U.S. Federal income tax (such Awards that are intended to be (as set forth
in the Award Agreement) and which qualify as an incentive stock option within the meaning of Section 422(b) of the Code,
Incentive
Stock Options
); and
(iv)
Awards
not intended to be (as set forth in the Award Agreement) or which do not qualify as an Incentive Stock Option (
Nonqualified
Stock Options
).
In
addition to the issuance of Awards under the relevant tax regimes in the United States of America and the State of Israel, and without
derogating from the generality of Section 25, this Plan contemplates issuances to Grantees in other jurisdictions or under other tax
regimes with respect to which the Committee is empowered, but is not required, to make the requisite adjustments in this Plan and set
forth the relevant conditions in an appendix to this Plan or in the Companys agreement with the Grantee in order to comply with
the requirements of such other tax regimes.
1.3.
Company Status
. This Plan contemplates the issuance of Awards by the Company, both as a private and public company.
1.4.
Construction
. To the extent any provision herein conflicts with the conditions of any relevant tax law, rule or regulation which
are relied upon for tax relief in respect of a particular Award to a Grantee, the Committee is empowered, but is not required, hereunder
to determine that the provisions of such law, rule or regulation shall prevail over those of this Plan and to interpret and enforce such
prevailing provisions.
2.
DEFINITIONS.
2.1.
Terms Generally
. Except when otherwise indicated by the context, (i) the singular shall include the plural and the plural shall
include the singular; (ii) any pronoun shall include the corresponding masculine, feminine and neuter forms; (iii) any definition of
or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other
document as from time to time amended, restated, supplemented or otherwise modified (subject to any restrictions on such amendments,
restatements, supplements or modifications set forth therein or herein), (iv) references to any law, constitution, statute, treaty, regulation,
rule or ordinance, including any section or other part thereof shall refer to it as amended from time to time and shall include any successor
thereof, (v) reference to a company or entity shall include a, partnership, corporation, limited liability
company, association, trust, unincorporated organization, or a government or agency or political subdivision thereof, and reference to
a person shall mean any of the foregoing or an individual, (vi) the words herein, hereof and
hereunder, and words of similar import, shall be construed to refer to this Plan in its entirety, and not to any particular
provision hereof, (vii) all references herein to Sections shall be construed to refer to Sections to this Plan; (viii) the words include,
includes and including shall be deemed to be followed by the phrase without limitation; and
(ix) use of the term or is not intended to be exclusive.
2.2.
Defined Terms
. The following terms shall have the meanings ascribed to them in this Section 2:
2.3.
Affiliate
shall mean, (i) with respect to any person, any other person that, directly or indirectly through one
or more intermediaries, controls, is controlled by, or is under common control with, such person (with the term control
or controlled by within the meaning of Rule 405 of Regulation C under the Securities Act), including, without limitation,
any Parent or Subsidiary, or (ii) for the purpose of 102 Awards,
Affiliate
shall only mean an employing company
within the meaning and subject to the conditions of Section 102(a) of the Ordinance.
2.5.
Applicable Law
shall mean any applicable law, rule, regulation, statute, pronouncement, policy, interpretation,
judgment, order or decree of any federal, provincial, state or local governmental, regulatory or adjudicative authority or agency, of
any jurisdiction, and the rules and regulations of any stock exchange, over-the-counter market or trading system on which the Companys
shares of capital stock are then traded or listed.
2.6.
Award
shall mean any Option, Restricted Stock, RSUs or any other Share-based award granted under this Plan.
2.7.
Board
shall mean the Board of Directors of the Company.
2.8.
Code
shall mean the United States Internal Revenue Code of 1986, and any applicable regulations promulgated thereunder,
all as amended.
2.9.
Committee
shall mean a committee established or appointed by the Board to administer this Plan, subject to Section
3.1. To the extent required to comply with the provisions of Rule 16b-3 of the Exchange Act, it is intended that each member of the Committee
will be, at the time the Committee takes any action with respect to an Award that is subject to Rule 16b-3 of the Exchange Act, a non-employee
director within the meaning of Rule 16b-3 of the Exchange Act; however, a Committee members failure to qualify as a non-employee
director within the meaning of Rule 16b-3 of the Exchange Act will not invalidate any Award granted by the Committee that is otherwise
validly granted under the Plan.
2.10.
Controlling Stockholder
shall have the meaning set forth in Section 32(9) of the Ordinance.
2.11.
Disability
shall mean (i) the inability of a Grantee to engage in any substantial gainful activity or to perform
the major duties of the Grantees position with the Company or its Affiliates by reason of any medically determinable physical
or mental impairment which has lasted or can be expected to last for a continuous period of not less than 12 months (or such other period
as determined by the Committee), as determined by a qualified doctor acceptable to the Company, (ii) if applicable, a permanent
and total disability as defined in Section 22(e)(3) of the Code or Section 409A(a)(2)(c)(i) of the Code, as amended from time
to time with respect to Incentive Stock Options, or (iii) as defined in a policy of the Company that the Committee has taken written
action to make applicable to this Plan, or that makes reference to this Plan, for purposes of this definition.
2.12.
Employee
shall mean any person treated as an employee (including an officer or a director who is also treated as
an employee) in the records of the Company or any of its Affiliates (and in the case of 102 Awards, subject to Section 9.3 or in the
case of Incentive Stock Options, who is an employee for purposes of Section 422 of the Code);
provided
,
however
, that neither
service as a director nor payment of a directors fee shall be sufficient to constitute employment for purposes of this Plan. The
Company shall determine in good faith and in the exercise of its discretion whether an individual has become or has ceased to be an Employee
and the effective date of such individuals employment or termination of employment, as the case may be. For purposes of a persons
rights, if any, under this Plan as of the time of the Companys determination, all such determinations by the Company shall be
final, binding and conclusive, notwithstanding that the Company or any court of law or governmental agency subsequently makes a contrary
determination.
2.13.
employment
,
employed
and words of similar import shall be deemed to refer to the employment
of Employees or to the services of any other Service Provider, as the case may be.
2.14.
Exchange Act
shall mean the U.S. Securities Exchange Act of 1934, as amended, and all regulations, guidance and
other interpretative authority issued thereunder.
2.15.
exercise
,
exercised
and words of similar import, when referring to an Award that does not require
exercise or that is settled upon vesting (such as may be the case with RSUs or Restricted Stock, if so determined in their terms), shall
be deemed to refer to the vesting of such an Award (regardless of whether or not the wording included reference to vesting of such an
Awards explicitly).
2.16.
Exercise Period
shall mean the period, commencing on the date of grant of an Award, during which an Award shall
be exercisable, subject to any vesting provisions thereof (including any acceleration thereof, if any) and subject to the termination
provisions hereof.
2.17.
Exercise Price
shall mean the exercise price for each Share covered by an Option or the purchase price for each
Share covered by any other Award.
2.18.
Fair Market Value
shall mean, as of any date, the value of a Share or other property as determined by the Board,
in its discretion, subject to the following: (i) if, on such date, the Shares are listed on any securities exchange, the closing sales
price per Share on which the Shares are principally traded on such date, or if no sale occurred on such date, the last day preceding
such date during which a sale occurred, as reported in The Wall Street Journal or such other source as the Company deems reliable; (ii)
if, on such date, the Shares are then quoted in an over-the-counter market, the average of the closing bid and asked prices for the Shares
in that market on such date, or if there are no bid and asked prices on such date, the last day preceding such date on which there are
bid and asked prices, as reported in The Wall Street Journal or such other source as the Company deems reliable; or (iii) if, on such
date, the Shares are not then listed on a securities exchange or quoted in an over-the-counter market, or in case of any other property,
such value as the Committee, in its sole discretion, shall determine, with full authority to determine the method for making such determination
and which determination shall be conclusive and binding on all parties, and shall be made after such consultations with outside legal,
accounting and other experts as the Committee may deem advisable;
provided
,
however
, that the Committee shall have the
right to change the manner in which Fair Market Value of the Shares is determined consistent with the applicable requirements of and
subject to Section 409A of the Code, and with respect to Incentive Stock Options, in a manner that satisfies the applicable requirements
of and subject to Section 422 of the Code, subject to Section 422(c)(7) of the Code. If the Shares are listed or quoted on more than
one established stock exchange or over-the-counter market, the Committee shall determine the principal such exchange or market and utilize
the price of the Shares on that exchange or market (determined as per the method described in clauses (i) or (ii) above, as applicable)
for the purpose of determining Fair Market Value.
2.19.
Grantee
shall mean a person who has been granted an Award(s) under this Plan.
2.20.
Ordinance
shall mean the Israeli Income Tax Ordinance (New Version) 1961, and the regulations and rules (including
the Rules) promulgated thereunder, all as amended from time to time.
2.21.
Parent
shall mean any company (other than the Company), which now exists or is hereafter organized, (i) in an unbroken
chain of companies ending with the Company if, at the time of granting an Award, each of the companies (other than the Company) owns
stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other companies
in such chain, or (ii) if applicable and for purposes of Incentive Stock Options, that is a parent corporation of the Company,
as defined in Section 424(e) of the Code.
2.22.
Retirement
shall mean a Grantees retirement as required pursuant to Applicable Law or in accordance with
any definition of retirement adopted by the Committee based on years of service, age or both.
2.23.
Securities Act
shall mean the U.S. Securities Act of 1933, and the rules and regulations promulgated thereunder,
all as amended from time to time.
2.24.
Service Provider
shall mean an Employee, director, officer, consultant, advisor and any other person or entity who
provides services to the Company or any Parent, Subsidiary or other Affiliate thereof. Service Providers shall include prospective Service
Providers to whom Awards are granted in connection with written offers of an employment or other service relationship with the Company
or any Parent, Subsidiary or any other Affiliates thereof,
provided
,
however
, that such employment or service shall (i)
with respect to Israeli Service Providers, have actually commenced, and (ii) with respect to non-Israeli Service Providers, have actually
commenced within twelve months of the offer. Notwithstanding the foregoing, unless otherwise determined by the Committee, each Service
Provider shall be an employee as defined in the General Instructions to Form S-8 Registration Statement under the Securities
Act (or any successor form thereto).
2.25.
Share(s)
shall mean share(s) of Common Stock, par value $ 0.01 of the Company (as adjusted for stock split, reverse
stock split, bonus shares, combination or other recapitalization events), or shares of such other class of stock of the Company as shall
be designated by the Board in respect of the relevant Award(s). Shares include any securities or property issued or distributed
with respect thereto.
2.26.
Subsidiary
shall mean any company (other than the Company), which now exists or is hereafter organized or acquired
by the Company, (i) in an unbroken chain of companies beginning with the Company if, at the time of granting an Award, each of the companies
other than the last company 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 companies in such chain, or (ii) if applicable and for purposes of Incentive Stock Options,
that is a subsidiary corporation of the Company, as defined in Section 424(f) of the Code.
2.27.
Ten Percent Stockholder
shall mean a Grantee who, at the time an Award is granted to the Grantee, owns stock possessing
more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or any Parent or Subsidiary, within
the meaning of Section 422(b)(6) of the Code.
2.28.
Trustee
shall mean the trustee appointed by the Committee to hold the Awards (and, in relation with 102 Awards,
approved by the ITA), if so appointed.
2.29.
Other Defined Terms
. The following terms shall have the meanings ascribed to them in the Sections set forth below:
Term
Section
102
Awards
1.2(i)
102
Capital Gains Track Awards
9.1
102
Non-Trustee Awards
9.2
102
Ordinary Income Track Awards
9.1
102
Trustee Awards
9.1
3(9)
Awards
1.2(ii)
Award
Agreement
6
Cause
6.6.4.4
Charter
Documents
3.1
Company
1.1
Election
9.2
Eligible
102 Grantees
9.3.1
Incentive
Stock Options
1.2(iii)
ITA
1.1(i)
Market
Stand-Off
17.1
Market
Stand-Off Period
17.1
Merger/Sale
14.2
Nonqualified
Stock Options
1.2(iv)
Plan
1.1
Prior
Plan
1.1
Recapitalization
14.1
Required
Holding Period
9.5
Restatement
Effective Date
24.1
Restricted
Period
11.2
Restricted
Stock Agreement
11
Restricted
Stock Unit Agreement
12
Restricted
Stock
1.1
RSUs
1.1
Rules
1.1(i)
Securities
17.1
Stockholders
Agreements
16.2
Successor
Corporation
14.2.1
Withholding
Obligations
18.5
3.
ADMINISTRATION.
3.1.
To the extent permitted under Applicable Law, the Companys Certificate of Incorporation, the Bylaws and any other governing document
of the Company (collectively, as amended from time to time, the
Charter Documents
), this Plan shall be administered
by the Committee. In the event that the Board does not appoint or establish a committee to administer this Plan, this Plan shall be administered
by the Board and, accordingly, any and all references herein to the Committee shall be construed as references to the Board. In the event
that an action necessary for the administration of this Plan is required under Applicable Law to be taken by the Board without the right
of delegation, or if such action or power was explicitly reserved by the Board in appointing, establishing and empowering the Committee,
then such action shall be so taken by the Board. In any such event, all references herein to the Committee shall be construed as references
to the Board. Even if such a Committee was appointed or established, the Board may take any actions that are stated to be vested in the
Committee, and shall not be restricted or limited from exercising all rights, powers and authorities under this Plan or Applicable Law.
3.2.
The Board shall appoint the members of the Committee, may from time to time remove members from, or add members to, the Committee, and
shall fill vacancies in the Committee, however caused, provided that the composition of the Committee shall at all times be in compliance
with any mandatory requirements of Applicable Law or any Charter Documents. The Committee may select one of its members as its Chairman
and shall hold its meetings at such times and places as it shall determine. The Committee may appoint a Secretary, who shall keep records
of its meetings, and shall make such rules and regulations for the conduct of its business as it shall deem advisable and subject to
mandatory requirements of Applicable Law.
3.3.
Subject to the terms and conditions of this Plan, any mandatory provisions of Applicable Law and any provisions of any Company policy
required under mandatory provisions of Applicable Law, and in addition to the Committees powers contained elsewhere in this Plan,
the Committee shall have full authority, in its sole discretion, from time to time and at any time, to determine any of the following,
or to recommend to the Board any of the following if it is not authorized to take such action according to Applicable Law:
(i)
the
Service Providers who shall receive Awards from time to time,
(ii)
terms
and provisions of Award Agreements (which need not be identical) and any other agreements or instruments under which Awards are made,
including, but not limited to, the number of Shares underlying each Award and the class of Shares underlying each Award (if more
than one class was designated by the Board),
(iii)
the
time or times at which Awards shall be granted,
(iv)
the
terms, conditions and restrictions applicable to each Award (which need not be identical) and any Shares acquired upon the exercise
or (if applicable) vesting thereof, including, without limitation, (1) designating Awards under Section 1.2; (2) the vesting schedule,
the acceleration thereof and terms and conditions upon which Awards may be exercised or become vested, (3) the Exercise Price, (4)
the method of payment for Shares purchased upon the exercise or (if applicable) vesting of the Awards, (5) the method for satisfaction
of any tax withholding obligation arising in connection with the Awards or such Shares, including by the withholding or delivery
of Shares, (6) the time of the expiration of the Awards, (7) the effect of the Grantees termination of employment with the
Company or any of its Affiliates, and (8) all other terms, conditions and restrictions applicable to the Award or the Shares not
inconsistent with the terms of this Plan,
(v)
to
accelerate, continue, extend or defer the exercisability of any Award or the vesting thereof, including with respect to the period
following a Grantees termination of employment or other service,
(vi)
the
interpretation of this Plan and any Award Agreement and the meaning, interpretation and applicability of terms referred to in Applicable
Law,
(vii)
policies,
guidelines, rules and regulations relating to and for carrying out this Plan, and any amendment, supplement or rescission thereof,
as it may deem appropriate,
(viii)
to
adopt supplements to, or alternative versions of, this Plan, including, without limitation, as it deems necessary or desirable to
comply with the laws of, or to accommodate the tax regime or custom of, foreign jurisdictions whose citizens or residents may be
granted Awards,
(ix)
the
Fair Market Value of the Shares or other property,
(x)
the
tax track (capital gains, ordinary income track or any other track available under the Section 102 of the Ordinance) for the purpose
of 102 Awards,
(xi)
the
authorization and approval of conversion, substitution, cancellation or suspension under and in accordance with this Plan of any
or all Awards or Shares,
(xii)
the
amendment, modification, waiver or supplement of the terms of each outstanding Award (with the consent of the applicable Grantee,
if such amendment materially and adversely affects the Grantees rights under the Award (other than as a result of an adjustment
or exercise of rights in accordance with Section 14)) unless otherwise provided under the terms of this Plan,
(xiii)
to
correct any defect, supply any omission or reconcile any inconsistency in this Plan or any Award Agreement and all other determinations
and take such other actions with respect to this Plan or any Award as it may deem advisable to the extent not inconsistent with the
provisions of this Plan or Applicable Law,
(xiv)
establish
rules or procedures with respect to provisions under this Plan, including but not limited to Section 25 hereunder,
(xv)
delegate
authority to act on the Committees behalf under Section 3.8, and
(xvi)
any
other matter which is necessary or desirable for, or incidental to, the administration of this Plan and any Award thereunder.
3.4.
The authority granted hereunder includes the authority to modify Awards to eligible individuals who are foreign nationals or are individuals
who are employed outside the United States of America or the State of Israel to recognize differences in local law, tax policy or custom,
in order to effectuate the purposes of this Plan but without amending this Plan.
3.5.
The Board and the Committee shall be free at all times to make such determinations and take such actions as they deem fit. The Board
and the Committee need not take the same action or determination with respect to all Awards, with respect to certain types of Awards,
with respect to all Service Providers or any certain type of Service Providers and actions and determinations may differ as among the
Grantees, and as between the Grantees and any other holders of securities of the Company.
3.6.
All decisions, determinations, and interpretations of the Committee, the Board and the Company under this Plan shall be final and binding
on all Grantees (whether before or after the issuance of Shares pursuant to Awards), unless otherwise determined by the Committee, the
Board or the Company, respectively, in its sole discretion. The Committee shall have the authority (but not the obligation) to determine
the interpretation and applicability of Applicable Law to any Grantee or any Awards. No member of the Committee or the Board shall be
liable to any Grantee for any action taken or determination made in good faith with respect to this Plan or any Award granted hereunder.
3.7.
Any officer or authorized signatory of the Company shall have the authority to act on behalf of the Company with respect to any matter,
right, obligation, determination or election which is the responsibility of or which is allocated to the Company herein, provided such
person has apparent authority with respect to such matter, right, obligation, determination or election. Such person or authorized signatory
shall not be liable to any Grantee for any action taken or determination made in good faith with respect to this Plan or any Award granted
hereunder.
3.8
Subject to any requirements of Applicable Law (including as applicable Sections 152 and 157(c) of the General Corporation Law of the
State of Delaware), the Board may delegate to one or more officers of the Company the power to grant Awards (subject to any limitations
under the Plan) to non-Israeli Service Providers and to exercise such other powers under the Plan as the Company may determine, provided
that the Committee shall fix the terms of Awards to be granted by such officers, the maximum number of shares subject to Awards that
the officers may grant, and the time period in which such Awards may be granted; and provided further, that no officer shall be authorized
to grant Awards to any executive officer of the Company (as defined by Rule 3b-7 under the Exchange Act or to any officer
of the Company by Rule 16a-1(f) under the Exchange Act. Any decision, determination or interpretation taken by an officer within the
scope of a delegation of authority shall be treated as if taken by the Committee.
4.
ELIGIBILITY.
Awards
may be granted to Service Providers of the Company or any Affiliate thereof, taking into account, at the Committees discretion
and without an obligation to do so, the qualification under each tax regime pursuant to which such Awards are granted, subject to the
limitation on the granting of Incentive Stock Options set forth in Section 8.1. A person who has been granted an Award hereunder may
be granted additional Awards, if the Committee shall so determine, subject to the limitations herein. However, eligibility in accordance
with this Section 4 shall not entitle any person to be granted an Award, or, having been granted an Award, to be granted an additional
Award.
Awards
may differ in number of Shares covered thereby, the terms and conditions applying to them or on the Grantees or in any other respect
(including, that there should not be any expectation (and it is hereby disclaimed) that a certain treatment, interpretation or position
granted to one shall be applied to the other, regardless of whether or not the facts or circumstances are the same or similar).
5.
SHARES.
5.1.
The maximum aggregate number of Shares that may be issued pursuant to Awards under this Plan (the
Pool
) shall be
the 3,116,784 Shares; provided, however that the Share Reserve will increase on January 1st of each calendar year beginning on January
1, 2025 and ending on and including January 1, 2029 (each, an Evergreen Date), in an amount equal to the lesser of (i)
5% of the total number of shares of Common Stock outstanding on the December 31st immediately preceding the applicable Evergreen Date
and (ii) such lesser number of shares of Common Stock as determined to be appropriate by the Committee in its sole discretion. In no
event shall more than 20,000,000 Shares be available for issuance pursuant to the exercise of Incentive Stock Options. The number of
Shares reserved under the Pool and available for the grant of Incentive Stock Options shall be subject to adjustment under Section 14.1
below.
5.2.
Any Shares (a) underlying an Award granted hereunder that has expired, or was cancelled, terminated, forfeited or, repurchased or settled
in cash in lieu of issuance of Shares or otherwise, for any reason, without having been exercised; (b) if permitted by the Company, tendered
to pay the Exercise Price of an Award, or withholding tax obligations with respect to an Award; or (c) if permitted by the Company, subject
to an Award that are not delivered to a Grantee because such Shares are withheld to pay the Exercise Price of such Award, or withholding
tax obligations with respect to such Award; shall automatically, and without any further action on the part of the Company or any Grantee,
again be available for grant of Awards and Shares issued upon exercise of (if applicable) vesting thereof for the purposes of this Plan
(unless this Plan shall have been terminated or unless the Board determines otherwise). Such Shares may, in whole or in part, be authorized
but unissued Shares, treasury stock (dormant shares) or otherwise Shares that shall have been or may be repurchased by the Company (to
the extent permitted pursuant to Applicable Law).
5.3.
Substitute Awards granted pursuant to Section 14.4 of the Plan shall not count against the Shares otherwise available for issuance under
the Plan under Section 5.1.
5.4.
Any Shares under the Pool that are not subject to outstanding or exercised Awards at the termination of this Plan shall cease to be reserved
for the purpose of this Plan.
5.5.
Notwithstanding any provision to the contrary in the Plan, the Committee may establish total cash and equity compensation for non-employee
members of the Board from time to time, subject to the limitations in the Plan. The Committee will from time to time determine the terms,
conditions and amounts of all such non-employee director compensation in its discretion and pursuant to the exercise of its business
judgment, taking into account such factors, circumstances and considerations as it shall deem relevant from time to time, provided that
the sum of any cash compensation, or other compensation, and the value (determined as of the grant date in accordance with Financial
Accounting Standards Board Accounting Standards Codification Topic 718, or any successor thereto) of Awards granted to a non-employee
member of the Board as compensation for services as a non-employee member of the Board during any fiscal year of the Company may not
exceed $750,000, increased to $1,000,000 in the fiscal year of a non-employee members initial service as a non-employee member
of the Board or the board of directors of the Companys predecessors. The Committee may make exceptions to this limit for individual
non-employee members of the Board in extraordinary circumstances, as the Committee may determine in its discretion, provided that the
non-employee member of the Board receiving such additional compensation may not participate in the decision to award such compensation
or in other contemporaneous compensation decisions involving non-employee members of the Board.
6.
TERMS AND CONDITIONS OF AWARDS.
Each
Award granted pursuant to this Plan shall be evidenced by a written or electronic agreement between the Company and the Grantee or a
written or electronic notice delivered by the Company (the
Award Agreement
), in substantially such form or forms
and containing such terms and conditions, as the Committee shall from time to time approve. The Award Agreement shall comply with and
be subject to the following general terms and conditions and the provisions of this Plan (except for any provisions applying to Awards
under different tax regimes), unless otherwise specifically provided in such Award Agreement, or the terms referred to in other Sections
of this Plan applying to Awards under such applicable tax regimes, or terms prescribed by Applicable Law. Award Agreements need not be
in the same form and may differ in the terms and conditions included therein.
6.1.
Number of Shares
. Each Award Agreement shall state the number of Shares covered by the Award.
6.2.
Type of Award
. Each Award Agreement may state the type of Award granted thereunder, provided that the tax treatment of any Award,
whether or not stated in the Award Agreement, shall be as determined in accordance with Applicable Law.
6.3.
Exercise Price
. Each Award Agreement shall state the Exercise Price, if applicable, which shall be subject to adjustment as provided
in Section 14 hereof.
6.4.
Manner of Exercise
. An Award may be exercised, as to any or all Shares as to which the Award has become exercisable, by written
notice delivered in person or by mail (or such other methods of delivery prescribed by the Company) to the Chief Financial Officer of
the Company or to such other person as determined by the Committee, or in any other manner as the Committee shall prescribe from time
to time, specifying the number of Shares with respect to which the Award is being exercised (which may be equal to or lower than the
aggregate number of Shares that have become exercisable at such time, subject to the last sentence of this Section), accompanied by payment
of the aggregate Exercise Price for such Shares in the manner specified in the following sentence. The Exercise Price shall be paid in
full with respect to each Share, at the time of exercise, either in (i) cash, (ii) if the Companys shares are listed for trading
on any securities exchange or over-the-counter market, and if the Committee so determines, all or part of the Exercise Price may be paid
by the delivery (on a form prescribed by the Company) of an irrevocable direction to a securities broker approved by the Company to sell
Shares and to deliver all or part of the sales proceeds to the Company or the Trustee, (iii) if the Companys stock is listed for
trading on any securities exchange or over-the-counter market, and if the Committee so determines, all or part of the Exercise Price
and any withholding taxes may be paid by the delivery (on a form prescribed by the Company) of an irrevocable direction to pledge Shares
to a securities broker or lender approved by the Company, as security for a loan, and to deliver all or part of the loan proceeds to
the Company or the Trustee, or (iv) in such other manner as the Committee shall determine, which may include procedures for cashless
exercise. For as long as the Companys stock is not listed for trading on any securities exchange or over-the-counter market and
unless the Committee determines otherwise, a Grantee may not exercise Awards unless the aggregate Exercise Price thereof is equal to
or in excess of the lower of: (a) the aggregate Exercise Price for all Shares as to which the Award has become exercisable at such time;
or (b) US $5,000.
6.5
Term and Vesting of Awards.
6.5.1
Each Award Agreement shall provide the vesting schedule for the Award as determined by the Committee. The Committee shall have the authority
to determine the vesting schedule and accelerate the vesting of any outstanding Award at such time and under such circumstances as it,
in its sole discretion, deems appropriate. Unless otherwise resolved by the Committee and stated in the Award Agreement, and subject
to Sections 6.6 and 6.7 hereof, Awards shall vest and become exercisable under the following schedule: twenty-five percent (25%) of the
Shares covered by the Award, on the first anniversary of the vesting commencement date determined by the Committee (and in the absence
of such determination, of date on which such Award was granted), and six and one-quarter percent (6.25%) of the Shares covered by the
Award at the end of each subsequent three-month period thereafter over the course of the following three (3) years; provided that the
Grantee remains continuously as a Service Provider of the Company or its Affiliates throughout such vesting dates.
6.5.2
The Award Agreement may contain performance goals and measurements (which, in case of 102 Awards, shall, if then required, be subject
to obtaining a specific tax ruling or determination from the ITA), and the provisions with respect to any Award need not be the same
as the provisions with respect to any other Award. Such performance goals may include, but are not limited to, sales, earnings before
interest and taxes, return on investment, earnings per share, any combination of the foregoing or rate of growth of any of the foregoing,
as determined by the Committee. If the occurrence of any unbudgeted or unanticipated item would make fair and equitable measurement of
the performance goal(s) under an Award for part or all of a performance period no longer practical, the Committee, without the need for
a consent of any holder of an Award, shall adjust and modify in its sole discretion the results with respect to any such goal to preserve
(but not enhance) the incentives contemplated under the Award Agreement; provided, however, that such adjustments and modifications shall
not apply to Awards for Israeli Grantees. For purposes of this Section 6.5.2, unbudgeted or unanticipated items shall include, but not
be limited to, costs associated with natural disasters, storms or pandemics (including, without limitation, COVID-19), foreign exchange
variations, changes in accounting principles or tax laws, material litigation costs that could not have been reasonably anticipated in
the ordinary course of business, costs of severance or other reductions in force, capital markets transactions, restructurings or recapitalizations,
business combinations or consolidations, stock splits or reverse splits, extraordinary special stock dividends, rights offerings, spin-offs,
or similar transactions.
6.5.3
The Exercise Period of an Award will be ten (10) years from the date of grant of the Award, unless otherwise determined by the Committee
and stated in the Award Agreement, but subject to the vesting provisions described above and the early termination provisions set forth
in Sections 6.6 and 6.7 hereof. At the expiration of the Exercise Period, any Award, or any part thereof, that has not been exercised
within the term of the Award and the Shares covered thereby not paid for in accordance with this Plan and the Award Agreement shall terminate
and become null and void, and all interests and rights of the Grantee in and to the same shall expire.
6.6
Termination
.
6.6.1
Unless otherwise determined by the Committee, and subject to this Section 6.6 and Section 6.7 hereof, an Award may not be exercised unless
the Grantee has continuously been employed or otherwise providing services to the Company or its Affiliates since the date of grant of
the Award and throughout the vesting dates.
6.6.2
In the event that the employment or service of a Grantee shall terminate (other than by reason of death, Disability or Retirement), such
that Grantee is no longer actively providing services of any type to either the Company nor any Affiliate thereof, all Awards of such
Grantee that are unvested at the time of such termination shall terminate on the date of such termination, and all Awards of such Grantee
that are vested and exercisable at the time of such termination may be exercised within up to three (3) months after the date of such
termination (or such different period as the Committee shall prescribe), but in any event no later than the date of expiration of the
Awards term as set forth in the Award Agreement or pursuant to this Plan;
provided
,
however
, that if the Company
(or the Subsidiary or other Affiliate thereof, as applicable) shall terminate the Grantees employment or service for Cause (as
defined below) or if at any time during the Exercise Period (whether prior to and after termination of employment or service, and whether
or not the Grantees employment or service is or has been terminated by either party as a result thereof), facts or circumstances
arise or are discovered with respect to the Grantee that would have constituted Cause, all Awards theretofore granted to such Grantee
(whether vested or not) shall terminate on the date of such termination (or on such subsequent date on which such facts or circumstances
arise or are discovered, as the case may be) unless otherwise determined by the Committee; and any Shares issued upon exercise or (if
applicable) vesting of Awards (including other Shares or securities issued or distributed with respect thereto), whether held by the
Grantee or by the Trustee for the Grantees benefit, shall be deemed to be irrevocably offered for sale to the Company, any of
its Affiliates or any person designated by the Company to purchase, at the Companys election and subject to Applicable Law, either
for no consideration, for the par value of such Shares (if shares bear a par value) or against payment of the Exercise Price previously
received by the Company for such Shares upon their issuance, as the Committee deems fit, upon written notice to the Grantee at any time
after the Grantees termination of employment or service. Such Shares or other securities shall be sold and transferred within
30 days from the date of the Companys notice of its election to exercise its right. If the Grantee fails to transfer such Shares
or other securities to the Company, the Company, at the decision of the Committee, shall be entitled to forfeit or repurchase such Shares
and to authorize any person to execute on behalf of the Grantee any document necessary to effect such transfer, whether or not the stock
certificates are surrendered. The Company shall have the right and authority to effect the above either by: (i) repurchasing all of such
Shares or other securities held by the Grantee or by the Trustee for the benefit of the Grantee, or designate any other person who shall
have the right and authority to purchase all of Such Shares or other securities, for the Exercise Price paid for such Shares, the par
value of such Shares (if shares bear a par value) or for no payment or consideration whatsoever, as the Committee deems fit; (ii) forfeiting
all such Shares or other securities; (iii) redeeming all such Shares or other securities, for the Exercise Price paid for such Shares,
the par value of such Shares (if shares bear a par value) or for no payment or consideration whatsoever, as the Committee deems fit;
(iv) taking action in order to have such Shares or other securities converted into deferred stock entitling their holder only to their
par value (if shares bear a par value) upon liquidation of the Company; or (v) taking any other action which may be required in order
to achieve similar results; all as shall be determined by the Committee, at its sole and absolute discretion, and the Grantee is deemed
to irrevocably empower the Company or any person which may be designated by it to take any action by, in the name of or on behalf of
the Grantee to comply with and give effect to such actions (including, voting such stock, filling in, signing and delivering stock powers,
etc.). For clarity, in the event that such Shares are not purchased as set forth above, any subsequent sale or disposition thereof shall
be subject to provisions of this Plan, the Charter Documents and any Stockholders Agreements.
6.6.3
Notwithstanding anything to the contrary, the Committee, in its absolute discretion, may, on such terms and conditions as it may determine
appropriate, extend the periods for which Awards held by any Grantee may continue to vest and be exercisable; it being clarified that
such Awards may lose their entitlement to certain tax benefits under Applicable Law as a result of the modification of such Awards and/or
in the event that the Award is exercised beyond the later of: (i) three (3) months after the date of termination of the employment or
service relationship; or (ii) the applicable period under Section 6.7 below with respect to a termination of the employment or service
relationship because of the death, Disability or Retirement of Grantee.
6.6.4
For purposes of this Plan:
6.6.4.1.
A termination of employment or service of a Grantee shall not be deemed to occur (except to the extent required by the Code with respect
to the Incentive Stock Option status of an Option) in case of (i) a transition or transfer of a Grantee among the Company and its Affiliates,
(ii) a change in the capacity in which the Grantee is employed or renders service to the Company or any of its Affiliates or a change
in the identity of the employing or engagement entity among the Company and its Affiliates,
provided
, in case of (i) and (ii)
above, that the Grantee has remained continuously employed by and/or in the service of the Company and its Affiliates since the date
of grant of the Award and throughout the vesting period; or (iii) if the Grantee takes any unpaid leave as set forth in Section 6.8(i)
below which, in the case of an Incentive Stock Option, does not exceed the maximum time permitted for a leave under Section 8.8 below.
6.6.4.2.
An entity or an Affiliate thereof assuming an Award or issuing in substitution thereof in a transaction to which Section 424(a) of the
Code applies or in a Merger/Sale in accordance with Section 14 shall be deemed as an Affiliate of the Company for purposes of this Section
6.6, unless the Committee determines otherwise.
6.6.4.3.
In the case of a Grantee whose principal employer or service recipient is a Subsidiary or other Affiliate thereof, the Grantees
employment shall also be deemed terminated for purposes of this Section 6.6 as of the date on which such principal employer or service
recipient ceases to be a Subsidiary or other Affiliate thereof.
6.6.4.4.
The term
Cause
as a reason for a Grantees termination of employment shall have the meaning assigned such
term in the employment, severance or similar agreement, if any, between such Grantee and the Company or an Affiliate, provided, however
that if there is no such employment, severance or similar agreement in which such term is defined, and unless otherwise defined in the
applicable Award Agreement any of the following: (i) any theft, fraud, embezzlement, dishonesty, willful misconduct, breach of fiduciary
duty for personal profit, falsification of any documents or records of the Company or any of its Affiliates, felony or similar act by
the Grantee (whether or not related to the Grantees relationship with the Company); (ii) an act of moral turpitude by the Grantee,
or any act that causes significant injury to, or is otherwise adversely affecting, the reputation, business, assets, operations or business
relationship of the Company (or a Subsidiary or other Affiliate thereof, when applicable); (iii) any breach by the Grantee of any material
agreement with or of any material duty of the Grantee to the Company or any Subsidiary or other Affiliate thereof (including breach of
confidentiality, non-disclosure, non-use non-competition or non-solicitation covenants towards the Company or any of its Affiliates)
or failure to abide by code of conduct or other policies (including, without limitation, policies relating to confidentiality and reasonable
workplace conduct); (iv) any act which constitutes a breach of a Grantees fiduciary duty towards the Company or a Subsidiary or
other Affiliate thereof, including disclosure of confidential or proprietary information thereof or acceptance or solicitation to receive
unauthorized or undisclosed benefits, irrespective of their nature, or funds, or promises to receive either, from individuals, consultants
or corporate entities with whom the Company or a Subsidiary or other Affiliate thereof does business with; or (v) the Grantees
unauthorized use, misappropriation, destruction, or diversion of any tangible or intangible asset or corporate opportunity of the Company
or any of its Affiliates (including, without limitation, the improper use or disclosure of confidential or proprietary information).
For the avoidance of doubt, the determination as to whether a termination is for Cause for purposes of this Plan shall be made in good
faith by the Committee and shall be final and binding on the Grantee.
6.7
Death, Disability or Retirement of Grantee.
6.7.1
If a Grantee shall die while employed by, or performing service for, the Company or any of its Affiliates, or within the three (3) month
period (or such longer period of time as determined by the Board, in its discretion) after the date of termination of such Grantees
employment or service (or within such different period as the Committee may have provided pursuant to Section 6.6 hereof), or if the
Grantees employment or service with the Company or any of its Affiliates shall terminate by reason of Disability, all Awards theretofore
granted to such Grantee may (to the extent otherwise vested and exercisable and unless earlier terminated in accordance with their terms)
be exercised by the Grantee or by the Grantees estate or by a person who acquired the legal right to exercise such Awards by bequest
or inheritance, or by a person who acquired the legal right to exercise such Awards in accordance with applicable law in the case of
Disability of the Grantee, as the case may be, at any time within one (1) year (or such longer period of time as determined by the Committee,
in its discretion) after the death or Disability of the Grantee (or such different period as the Committee shall prescribe), but in any
event no later than the date of expiration of the Awards term as set forth in the Award Agreement or pursuant to this Plan. In
the event that an Award granted hereunder shall be exercised as set forth above by any person other than the Grantee, written notice
of such exercise shall be accompanied by a certified copy of letters testamentary or proof satisfactory to the Committee of the right
of such person to exercise such Award.
6.7.2
In the event that the employment or service of a Grantee shall terminate on account of such Grantees Retirement, all Awards of
such Grantee that are exercisable at the time of such Retirement may, unless earlier terminated in accordance with their terms, be exercised
at any time within the three (3) month period after the date of such Retirement (or such different period as the Committee shall prescribe).
6.8.
Suspension of Vesting
. Unless the Committee provides otherwise, vesting of Awards granted hereunder shall be suspended during
any unpaid leave of absence, other than in the case of any (i) leave of absence which was pre-approved by the Company explicitly for
purposes of continuing the vesting of Awards, or (ii) transfers between locations of the Company or any of its Affiliates, or between
the Company and any of its Affiliates, or any respective successor thereof. For clarity, for purposes of this Plan, military leave, statutory
maternity or paternity leave or sick leave are not deemed unpaid leave of absence.
6.9.
Securities Law Restrictions
. Except as otherwise provided in the applicable Award Agreement or other agreement between the Service
Provider and the Company, if the exercise of an Award following the termination of the Service Providers employment or service
(other than for Cause) would be prohibited at any time solely because the issuance of Shares would violate the registration requirements
under the Securities Act or equivalent requirements under equivalent laws of other applicable jurisdictions, then the Award shall remain
exercisable and terminate on the earlier of (i) the expiration of a period of three (3) months (or such longer period of time as determined
by the Board, in its discretion) after the termination of the Service Providers employment or service during which the exercise
of the Award would not be in such violation, or (ii) the expiration of the term of the Award as set forth in the Award Agreement or pursuant
to this Plan. In addition, unless otherwise provided in a Grantees Award Agreement, if the sale of any Shares received upon exercise
or (if applicable) vesting of an Award following the termination of the Grantees employment or service (other than for Cause)
would violate the Companys insider trading policy, then the Award shall terminate on the earlier of (i) the expiration of a period
equal to the applicable post-termination exercise period after the termination of the Grantees employment or service during which
the exercise of the Award would not be in violation of the Companys insider trading policy, or (ii) the expiration of the term
of the Award as set forth in the applicable Award Agreement or pursuant to this Plan.
6.10.
Voting Proxy
. Until immediately after the listing for trading on a stock exchange or market or trading system of the Companys
(or the Successor Corporations) stock, the Shares subject to an Award or to be issued pursuant to an Award or any other Securities,
shall, unless otherwise determined by the Committee, be subject to an irrevocable proxy and power of attorney by the Grantee or the Trustee
(if so requested from the Trustee), as the case may be, to the Company, which shall designate such person or persons (with a right of
substitution) from time to time as determined by the Committee (and in the absence of such determination, the Chief Executive Officer
of the Company or the Chairman of the Board, ex officio). The Trustee is deemed to be instructed by the Grantee to sign such proxy, as
requested by the Company. The proxy shall entitle the holder thereof to receive notices, vote and take such other actions in respect
of the Shares or other Securities. Any person holding or exercising such voting proxies shall do so solely in his capacity as the proxy
holder and not individually. All Awards granted hereunder shall be conditioned upon the execution of such irrevocable proxy in substantially
the form prescribed by the Committee from time to time. So long as any such Shares are subject to such irrevocable proxy and power of
attorney or held by a Trustee (and unless a proxy was given by the Trustee as aforesaid), (i) in any stockholders meeting or written
consent in lieu thereof, such Shares shall be voted by the proxy holder (or the Trustee, as applicable), unless directed otherwise by
the Board, in the same proportion as the result of the vote at the stockholders meeting (or written consent in lieu thereof) in
respect of which the Shares are being voted (whether an extraordinary or annual meeting, and whether of the capital stock as one class
or of any class thereof), and (ii) or in any act or consent of stockholders under the Charter Documents, Stockholders Agreements or otherwise,
such Shares shall be cast by the proxy holder (or the Trustee, as applicable), unless directed otherwise by the Board, in the same proportion
as the result of the stockholders act or consent. The provisions of this Section shall apply to the Grantee and to any purchaser,
assignee or transferee of any Shares.
6.11
No Repricing
. The terms of any outstanding Award may not be amended, and action may not otherwise be taken, in a manner to achieve
a Repricing; provided, however, that nothing herein shall prevent the Committee from taking any action provided for in Section 14 below.
For purposes of this Section 6.2, a
Repricing
shall mean (i) reducing the exercise price of Nonqualified Stock Options,
Incentive Stock Options or stock appreciation right (collectively,
Stock Rights
), (ii) cancel outstanding Stock
Rights in exchange for cash, other Awards or Options or SARs with an exercise price that is less than the exercise price of the original
options or base price of stock appreciation rights, as applicable, (iii) cancel outstanding Stock Rights with an exercise price or base
price, as applicable, that is less than the then current Fair Market Value of a Share in exchange for other Awards, cash or other property;
or (iv) otherwise effect a transaction that would be considered a repricing for purposes of the stockholder approval rules
of the applicable securities exchange or inter-dealer quotation system on which the Shares are listed or quoted without stockholder approval.
6.12.
Other Provisions
. The Award Agreement evidencing Awards under this Plan shall contain such other terms and conditions not inconsistent
with this Plan as the Committee may determine, at or after the date of grant, including provisions in connection with the restrictions
on transferring the Awards or Shares covered by such Awards, which shall be binding upon the Grantees and any purchaser, assignee or
transferee of any Awards, and other terms and conditions as the Committee shall deem appropriate.
7.
NONQUALIFIED STOCK OPTIONS.
Awards
granted pursuant to this Section 7 are intended to constitute Nonqualified Stock Options and shall be subject to the general terms and
conditions specified in Section 6 hereof and other provisions of this Plan, except for any provisions of this Plan applying to Awards
under different tax laws or regulations. In the event of any inconsistency or contradictions between the provisions of this Section 7
and the other terms of this Plan, this Section 7 shall prevail.
7.1.
Certain Limitations on Eligibility for Nonqualified Stock Options
. Nonqualified Stock Options may not be granted to a Service
Provider who is deemed to be a resident of the United States for purposes of taxation or who is otherwise subject to United States federal
income tax unless the Shares underlying such Options constitute service recipient stock under Section 409A of the Code
or unless such Options comply with the payment requirements of Section 409A of the Code.
7.2.
Exercise Price
. The Exercise Price of a Nonqualified Stock Option shall not be less than 100% of the Fair Market Value of a Share
on the date of grant of such Option unless the Committee specifically indicates that the Awards will have a lower Exercise Price and
the Award complies with Section 409A of the Code. Notwithstanding the foregoing, a Nonqualified Stock Option may be granted with an exercise
price lower than the minimum exercise price set forth above if such Award is granted pursuant to an assumption or substitution for another
option in a manner qualifying under the provisions of that complies with Section 424(a) of the Code and 1.409A-1(b)(5)(v)(D) of the U.S.
Treasury Regulations or any successor guidance.
8.
INCENTIVE STOCK OPTIONS.
Awards
granted pursuant to this Section 8 are intended to constitute Incentive Stock Options and shall be granted subject to the following special
terms and conditions, the general terms and conditions specified in Section 6 hereof and other provisions of this Plan, except for any
provisions of this Plan applying to Awards under different tax laws or regulations. In the event of any inconsistency or contradictions
between the provisions of this Section 8 and the other terms of this Plan, this Section 8 shall prevail.
8.1.
Eligibility for Incentive Stock Options
. Incentive Stock Options may be granted only to Employees of the Company, or to Employees
of a Parent or Subsidiary, determined as of the date of grant of such Options. An Incentive Stock Option granted to a prospective Employee
upon the condition that such person become an Employee shall be deemed granted effective on the date such person commences employment,
with an exercise price that is no less the minimum exercise price as determined under Section 8.2 below.
8.2.
Exercise Price
. The Exercise Price of an Incentive Stock Option shall not be less than one hundred percent (100%) of the Fair
Market Value of the Shares covered by the Awards on the date of grant of such Option or such other price as may be determined pursuant
to the Code. Notwithstanding the foregoing, an Incentive Stock Option may be granted with an exercise price lower than the minimum exercise
price set forth above if such Award is granted pursuant to an assumption or substitution for another option in a manner that complies
with the provisions of Section 424(a) of the Code.
8.3.
Date of Grant
. Notwithstanding any other provision of this Plan to the contrary, no Incentive Stock Option may be granted under
this Plan after 10 years from the date this Plan is adopted, or the date this Plan is approved by the stockholders, whichever is earlier.
8.4.
Exercise Period
. No Incentive Stock Option shall be exercisable after the expiration of ten (10) years after the effective date
of grant of such Award, subject to Section 8.6. No Incentive Stock Option granted to a prospective Employee may become exercisable prior
to the date on which such person commences employment.
8.5.
$100,000 Per Year Limitation
. The aggregate Fair Market Value (determined as of the date the Incentive Stock Option is granted)
of the Shares with respect to which all Incentive Stock Options granted under this Plan and all other incentive stock option
plans of the Company, or of any Parent or Subsidiary or other Affiliate thereof, become exercisable for the first time by each Grantee
during any calendar year shall not exceed one hundred thousand United States dollars ($100,000) with respect to such Grantee. To the
extent that the aggregate Fair Market Value of Shares with respect to which such Incentive Stock Options and any other such incentive
stock options are exercisable for the first time by any Grantee during any calendar year exceeds one hundred thousand United States dollars
($100,000), such options shall be treated as Nonqualified Stock Options. The foregoing shall be applied by taking options into account
in the order in which they were granted. If the Code is amended to provide for a different limitation from that set forth in this Section
8.5, such different limitation shall be deemed incorporated herein effective as of the date and with respect to such Awards as required
or permitted by such amendment to the Code. If an Option is treated as an Incentive Stock Option in part and as a Nonqualified Stock
Option in part by reason of the limitation set forth in this Section 8.5, the Grantee may designate which portion of such Option the
Grantee is exercising. In the absence of such designation, the Grantee shall be deemed to have exercised the Incentive Stock Option portion
of the Option first. Separate certificates representing each such portion may be issued upon the exercise of the Option.
8.6.
Ten Percent Stockholder
. In the case of an Incentive Stock Option granted to a Ten Percent Stockholder, (i) the Exercise Price
shall not be less than one hundred and ten percent (110%) of the Fair Market Value of a Share on the date of grant of such Incentive
Stock Option, and (ii) the Exercise Period shall not exceed five (5) years from the effective date of grant of such Incentive Stock Option.
8.7.
Payment of Exercise Price
. Each Award Agreement evidencing an Incentive Stock Option shall state each alternative method by which
the Exercise Price thereof may be paid.
8.8.
Leave of Absence
. Notwithstanding Section 6.8, a Grantees employment shall not be deemed to have terminated if the Grantee
takes any leave as set forth in Section 6.8(i);
provided
,
however
, that if any such leave exceeds three (3) months, on
the day that is six (6) months following the commencement of such leave any Incentive Stock Option held by the Grantee shall cease to
be treated as an Incentive Stock Option and instead shall be treated thereafter as a Nonqualified Stock Option, unless the Grantees
right to return to employment is guaranteed by statute or contract.
8.9.
Exercise Following Termination
. Notwithstanding anything else in this Plan to the contrary, Incentive Stock Options that are not
exercised within three (3) months following termination of the Grantees employment with the Company or its Parent or Subsidiary
or a corporation (or a parent or subsidiary of such corporation) issuing or assuming an Option of such Grantee in a transaction to which
Section 424(a) of the Code applies, or within one year in case of termination of the Grantees employment with the Company or its
Parent or Subsidiary due to a Disability (within the meaning of Section 22(e)(3) of the Code), shall be deemed to be Nonqualified Stock
Options.
8.10.
Notice to Company of Disqualifying Disposition
. Each Grantee who receives an Incentive Stock Option must agree to notify the Company
in writing immediately after the Grantee makes a Disqualifying Disposition of any Shares received pursuant to the exercise of Incentive
Stock Options. A
Disqualifying Disposition
is any disposition (including any sale) of such Shares before the later
of (i) two years after the date the Grantee was granted the Incentive Stock Option, or (ii) one year after the date the Grantee acquired
Shares by exercising the Incentive Stock Option. If the Grantee dies before such Shares are sold, these holding period requirements do
not apply and no disposition of the Shares will be deemed a Disqualifying Disposition.
9.
102 AWARDS.
Awards
granted pursuant to this Section 9 are intended to constitute 102 Awards and shall be granted subject to the following special terms
and conditions, the general terms and conditions specified in Section 6 hereof and other provisions of this Plan, except for any provisions
of this Plan applying to Awards under different tax laws or regulations. In the event of any inconsistency or contradictions between
the provisions of this Section 9 and the other terms of this Plan, this Section 9 shall prevail.
9.1.
Tracks
. Awards granted pursuant to this Section 9 are intended to be granted pursuant to Section 102 of the Ordinance pursuant
to either (i) Section 102(b)(2) or (3) thereof (as applicable), under the capital gain track (
102 Capital Gain Track Awards
),
or (ii) Section 102(b)(1) thereof under the ordinary income track (
102 Ordinary Income Track Awards
, and together
with 102 Capital Gain Track Awards,
102 Trustee Awards
). 102 Trustee Awards shall be granted subject to the special
terms and conditions contained in this Section 9, the general terms and conditions specified in Section 6 hereof and other provisions
of this Plan, except for any provisions of this Plan applying to Options under different tax laws or regulations.
9.2.
Election of Track
. Subject to Applicable Law, the Company may grant only one type of 102 Trustee Awards at any given time to all
Grantees who are to be granted 102 Trustee Awards pursuant to this Plan, and shall file an election with the ITA regarding the type of
102 Trustee Awards it elects to grant before the date of grant of any 102 Trustee Awards (the
Election
). Such Election
shall also apply to any other securities, including bonus shares, received by any Grantee as a result of holding the 102 Trustee Awards.
The Company may change the type of 102 Trustee Awards that it elects to grant only after the expiration of at least 12 months from the
end of the year in which the first grant was made in accordance with the previous Election, or as otherwise provided by Applicable Law.
Any Election shall not prevent the Company from granting Awards, pursuant to Section 102(c) of the Ordinance without a Trustee (
102
Non-Trustee Awards
).
9.3
Eligibility for Awards
.
9.3.1
Subject to Applicable Law, 102 Awards may only be granted to an employee within the meaning of Section 102(a) of the Ordinance
(which as of the date of the adoption of this Plan means (i) individuals employed by any Israeli company that is an Affiliate of the
Company, and (ii) individuals who are serving and are engaged personally (and not through an entity) as office holders
by such an Israeli company), but may not be granted to a Controlling Stockholder (
Eligible 102 Grantees
). Eligible
102 Grantees may receive only 102 Awards, which may either be granted to a Trustee or granted under Section 102 of the Ordinance without
a Trustee.
9.4
102 Award Grant Date
.
9.4.1
Each 102 Award will be deemed granted on the date determined by the Committee, subject to Section 9.4.2,
provided
that (i) the
Grantee has signed all documents required by the Company or pursuant to Applicable Law, and (ii) with respect to 102 Trustee Award, the
Company has provided all applicable documents to the Trustee in accordance with the guidelines published by the ITA, and if an agreement
is not signed and delivered by the Grantee within 90 days from the date determined by the Committee (subject to Section 9.4.2), then
such 102 Trustee Award shall be deemed granted on such later date as such agreement is signed and delivered and on which the Company
has provided all applicable documents to the Trustee in accordance with the guidelines published by the ITA. In the case of any contradiction,
this provision and the date of grant determined pursuant hereto shall supersede and be deemed to amend any date of grant indicated in
any corporate resolution or Award Agreement.
9.4.2
Unless otherwise permitted by the Ordinance, any grants of 102 Trustee Awards that are made on or after the date of the adoption of this
Plan or an amendment to this Plan, as the case may be, that may become effective only at the expiration of thirty (30) days after the
filing of this Plan or any amendment thereof (as the case may be) with the ITA in accordance with the Ordinance shall be conditional
upon the expiration of such 30-day period, such condition shall be read and is incorporated by reference into any corporate resolutions
approving such grants and into any Award Agreement evidencing such grants (whether or not explicitly referring to such condition), and
the date of grant shall be at the expiration of such 30-day period, whether or not the date of grant indicated therein corresponds with
this Section. In the case of any contradiction, this provision and the date of grant determined pursuant hereto shall supersede and be
deemed to amend any date of grant indicated in any corporate resolution or Award Agreement.
9.5.
102 Trustee Awards
.
9.5.1
Each 102 Trustee Award, each Share issued pursuant to the exercise of any 102 Trustee Award, and any rights granted thereunder, including
bonus shares, shall be issued to and registered in the name of the Trustee and shall be held in trust for the benefit of the Grantee
for the requisite period prescribed by the Ordinance or such longer period as set by the Committee (the
Required Holding Period
).
In the event that the requirements under Section 102 of the Ordinance to qualify an Award as a 102 Trustee Award are not met, then the
Award may be treated as a 102 Non-Trustee Award or 3(9) Award, all in accordance with the provisions of the Ordinance. After expiration
of the Required Holding Period, the Trustee may release such 102 Trustee Awards and any such Shares,
provided
that (i) the Trustee
has received an acknowledgment from the ITA that the Grantee has paid any applicable taxes due pursuant to the Ordinance, or (ii) the
Trustee and/or the Company and/or its Affiliate withholds all applicable taxes and compulsory payments due pursuant to the Ordinance
arising from the 102 Trustee Awards and/or any Shares issued upon exercise or (if applicable) vesting of such 102 Trustee Awards. The
Trustee shall not release any 102 Trustee Awards or Shares issued upon exercise or (if applicable) vesting thereof prior to the payment
in full of the Grantees tax and compulsory payments arising from such 102 Trustee Awards and/or Shares or the withholding referred
to in (ii) above.
9.5.2
Each 102 Trustee Award shall be subject to the relevant terms of the Ordinance, the Rules and any determinations, rulings or approvals
issued by the ITA, which shall be deemed an integral part of the 102 Trustee Awards and shall prevail over any term contained in this
Plan or Award Agreement that is not consistent therewith. Any provision of the Ordinance, the Rules and any determinations, rulings or
approvals by the ITA not expressly specified in this Plan or Award Agreement that are necessary to receive or maintain any tax benefit
pursuant to Section 102 of the Ordinance shall be binding on the Grantee. The Grantee granted a 102 Trustee Awards shall comply with
the Ordinance and the terms and conditions of the trust agreement entered into between the Company and the Trustee. The Grantee shall
execute any and all documents that the Company and/or its Affiliates and/or the Trustee determine from time to time to be necessary in
order to comply with the Ordinance and the Rules.
9.5.3
During the Required Holding Period, the Grantee shall not release from trust or sell, assign, transfer or give as collateral, the Shares
issuable upon the exercise or (if applicable) vesting of a 102 Trustee Awards and/or any securities issued or distributed with respect
thereto, until the expiration of the Required Holding Period. Notwithstanding the above, if any such sale, release or other action occurs
during the Required Holding Period it may result in adverse tax consequences to the Grantee under Section 102 of the Ordinance and the
Rules, which shall apply to and shall be borne solely by such Grantee. Subject to the foregoing, the Trustee may, pursuant to a written
request from the Grantee, but subject to the terms of this Plan, release and transfer such Shares to a designated third party,
provided
that both of the following conditions have been fulfilled prior to such release or transfer: (i) payment has been made to the ITA
of all taxes and compulsory payments required to be paid upon the release and transfer of the Shares, and confirmation of such payment
has been received by the Trustee and the Company, and (ii) the Trustee has received written confirmation from the Company that all requirements
for such release and transfer have been fulfilled according to the terms of the Companys corporate documents, any agreement governing
the Shares, this Plan, the Award Agreement and any Applicable Law.
9.5.4
If a 102 Trustee Award is exercised or (if applicable) vested, the Shares issued upon such exercise or (if applicable) vesting shall
be issued in the name of the Trustee for the benefit of the Grantee.
9.5.5
Upon or after receipt of a 102 Trustee Award, if required, the Grantee may be required to sign an undertaking to release the Trustee
from any liability with respect to any action or decision duly taken and executed in good faith by the Trustee in relation to this Plan,
or any 102 Trustee Awards or Share granted to such Grantee thereunder.
9.6.
102 Non-Trustee Awards
. The foregoing provisions of this Section 9 relating to 102 Trustee Awards shall not apply with respect
to 102 Non-Trustee Awards, which shall, however, be subject to the relevant provisions of Section 102 of the Ordinance and the applicable
Rules. The Committee may determine that 102 Non-Trustee Awards, the Shares issuable upon the exercise or (if applicable) vesting of a
102 Non-Trustee Awards and/or any securities issued or distributed with respect thereto, shall be allocated or issued to the Trustee,
who shall hold such 102 Non-Trustee Awards and all accrued rights thereon (if any), in trust for the benefit of the Grantee and/or the
Company, as the case may be, until the full payment of tax arising from the 102 Non-Trustee Awards, the Shares issuable upon the exercise
or (if applicable) vesting of a 102 Non-Trustee Awards and/or any securities issued or distributed with respect thereto. The Company
may choose, alternatively, to force the Grantee to provide it with a guarantee or other security, to the satisfaction of each of the
Trustee and the Company, until the full payment of the applicable taxes.
9.7.
Written Grantee Undertaking
. To the extent and with respect to any 102 Trustee Award, and as required by Section 102 of the Ordinance
and the Rules, by virtue of the receipt of such Award, the Grantee is deemed to have undertaken and confirm in writing the following
(and such undertaking is deemed incorporated into any documents signed by the Grantee in connection with the employment or service of
the Grantee and/or the grant of such Award). The following written undertaking shall be deemed to apply and relate to all 102 Trustee
Awards granted to the Grantee, whether under this Plan or other plans maintained by the Company, and whether prior to or after the date
hereof.
9.7.1
The Grantee shall comply with all terms and conditions set forth in Section 102 of the Ordinance with regard to the Capital Gain
Track or the Ordinary Income Track, as applicable, and the applicable rules and regulations promulgated thereunder,
as amended from time to time.
9.7.2
The Grantee is familiar with, and understands the provisions of, Section 102 of the Ordinance in general, and the tax arrangement under
the Capital Gain Track or the Ordinary Income Track in particular, and its tax consequences; the Grantee
agrees that the 102 Trustee Awards and Shares that may be issued upon exercise or (if applicable) vesting of the 102 Trustee Awards (or
otherwise in relation to the 102 Trustee Awards), will be held by a trustee appointed pursuant to Section 102 of the Ordinance for at
least the duration of the Holding Period (as such term is defined in Section 102) under the Capital Gain Track
or the Ordinary Income Track, as applicable. The Grantee understands that any release of such 102 Trustee Awards or Shares
from trust, or any sale of the Share prior to the termination of the Holding Period, as defined above, will result in taxation at marginal
tax rate, in addition to deductions of appropriate social security, health tax contributions or other compulsory payments; and
9.7.3
The Grantee agrees to the trust deed signed between the Company, his employing company and the trustee appointed pursuant to Section
102 of the Ordinance.
10.
3(9) AWARDS.
Awards
granted pursuant to this Section 10 are intended to constitute 3(9) Awards and shall be granted subject to the general terms and conditions
specified in Section 6 hereof and other provisions of this Plan, except for any provisions of this Plan applying to Awards under different
tax laws or regulations. In the event of any inconsistency or contradictions between the provisions of this Section 10 and the other
terms of this Plan, this Section 10 shall prevail.
10.1.
To the extent required by the Ordinance or the ITA or otherwise deemed by the Committee to be advisable, the 3(9) Awards and/or any shares
or other securities issued or distributed with respect thereto granted pursuant to this Plan shall be issued to a Trustee nominated by
the Committee in accordance with the provisions of the Ordinance. In such event, the Trustee shall hold such Awards and/or any shares
or other securities issued or distributed with respect thereto in trust, until exercised or (if applicable) vested by the Grantee and
the full payment of tax arising therefrom, pursuant to the Companys instructions from time to time as set forth in a trust agreement,
which will have been entered into between the Company and the Trustee. If determined by the Board or the Committee, and subject to such
trust agreement, the Trustee shall be responsible for withholding any taxes to which a Grantee may become liable upon issuance of Shares,
whether due to the exercise or (if applicable) vesting of Awards.
10.2.
Shares pursuant to a 3(9) Award shall not be issued, unless the Grantee delivers to the Company payment in cash or by bank check or such
other form acceptable to the Committee of all withholding taxes due, if any, on account of the Grantee acquired Shares under the Award
or gives other assurance satisfactory to the Committee of the payment of those withholding taxes.
11.
RESTRICTED STOCK.
The
Committee may award Restricted Stock to any eligible Grantee, including under Section 102 of the Ordinance. Each Award of Restricted
Stock under this Plan shall be evidenced by a written agreement between the Company and the Grantee (the
Restricted Stock Agreement
),
in such form as the Committee shall from time to time approve. The Restricted Stock shall be subject to all applicable terms of this
Plan, which in the case of Restricted Stock granted under Section 102 of the Ordinance shall include Section 9 hereof, and may be subject
to any other terms that are not inconsistent with this Plan. The provisions of the various Restricted Stock Agreements entered into under
this Plan need not be identical. The Restricted Stock Agreement shall comply with and be subject to Section 6 and the following terms
and conditions, unless otherwise specifically provided in such Agreement and not inconsistent with this Plan or Applicable Law:
11.1.
Purchase Price
. Each Restricted Stock Agreement shall state the amount, if any, to be paid by the Grantee, if any, in consideration
for the issuance of the Restricted Stock and the terms of payment thereof, which may include payment in cash or, subject to the Committees
approval, by issuance of promissory notes or other evidence of indebtedness (prior to the Company becoming publicly held) on such terms
and conditions as determined by the Committee.
11.2.
Restrictions
. Restricted Stock may not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of, except
by will or the laws of descent and distribution (in which case they shall be transferred subject to all restrictions then or thereafter
applicable thereto), until such Restricted Stock shall have vested (the period from the date on which the Award is granted until the
date of vesting of the Restricted Stock thereunder being referred to herein as the
Restricted Period
). The Committee
may also impose such additional or alternative restrictions and conditions on the Restricted Stock, as it deems appropriate, including
the satisfaction of performance criteria. Such performance criteria may include, but are not limited to, sales, earnings before interest
and taxes, return on investment, earnings per share, any combination of the foregoing or rate of growth of any of the foregoing, as determined
by the Committee or pursuant to the provisions of any Company policy required under mandatory provisions of Applicable Law. Certificates
for shares issued pursuant to Restricted Stock Awards, if issued, shall bear an appropriate legend referring to such restrictions, and
any attempt to dispose of any such shares in contravention of such restrictions shall be null and void and without effect. Such certificates
may, if so, determined by the Committee, be held in escrow by an escrow agent appointed by the Committee, or, if a Restricted Stock Award
is made pursuant to Section 102 of the Ordinance, by the Trustee. In determining the Restricted Period of an Award the Committee may
provide that the foregoing restrictions shall lapse with respect to specified percentages of the awarded Restricted Stock on successive
anniversaries of the date of such Award. To the extent required by the Ordinance or the ITA, the Restricted Stock issued pursuant to
Section 102 of the Ordinance shall be issued to the Trustee in accordance with the provisions of the Ordinance and the Restricted Stock
shall be held for the benefit of the Grantee for at least the Required Holding Period.
11.3.
Forfeiture; Repurchase
. Subject to such exceptions as may be determined by the Committee, if the Grantees continuous employment
with or service to the Company or any Affiliate thereof shall terminate (such that Grantee is no longer a Service Provider of neither
the Company nor any Affiliate thereof) for any reason prior to the expiration of the Restricted Period of an Award or prior to the timely
payment in full of the Exercise Price of any restricted Stock, any Restricted Stock remaining subject to vesting or with respect to which
the purchase price has not been paid in full, shall thereupon be forfeited, transferred to, and redeemed, repurchased or cancelled by,
as the case may be, in any manner as set forth in Section 6.6.2(i) through (v), subject to Applicable Law and the Grantee shall have
no further rights with respect to such Restricted Stock.
11.4.
Ownership
. During the Restricted Period the Grantee shall possess all incidents of ownership of such Restricted Stock, subject
to Section 6.10 and Section 11.2, including the right to vote and receive dividends with respect to such Shares. All securities, if any,
received by a Grantee with respect to Restricted Stock as a result of any stock split, stock dividend, combination of shares, or other
similar transaction shall be subject to the restrictions applicable to the original Award.
12.
RESTRICTED STOCK UNITS.
An
RSU is an Award covering a number of Shares that is settled, if vested, by issuance of those Shares. An RSU may be awarded to any eligible
Grantee, including under Section 102 of the Ordinance. The Award Agreement relating to the grant of RSUs under this Plan (the
Restricted
Stock Unit Agreement
), shall be in such form as the Committee shall from time to time approve. The RSUs shall be subject to
all applicable terms of this Plan, which in the case of RSUs granted under Section 102 of the Ordinance shall include Section 9 hereof,
and may be subject to any other terms that are not inconsistent with this Plan. The provisions of the various Restricted Stock Unit Agreements
entered into under this Plan need not be identical. RSUs may be granted in consideration of a reduction in the recipients other
compensation.
12.1.
Exercise Price
. No payment of Exercise Price shall be required as consideration for RSUs, unless included in the Award Agreement
or as required by Applicable Law, and Section 6.4 shall apply, if applicable.
12.2.
Stockholders Rights
. The Grantee shall not possess or own any ownership rights in the Shares underlying the RSUs and no
rights as a stockholder shall exist prior to the actual issuance of Shares in the name of the Grantee.
12.3.
Settlements of Awards
. Settlement of vested RSUs shall be made in the form of Shares, unless determined otherwise by the Committee.
Distribution to a Grantee of an amount (or amounts) from settlement of vested RSUs can be deferred to a date after vesting as determined
by the Committee. The amount of a deferred distribution may be increased by an interest factor or by dividend equivalents. Until the
grant of RSUs is settled, the number of Shares underlying such RSUs shall be subject to adjustment pursuant hereto.
12.4.
Section 409A Restrictions
. Notwithstanding anything to the contrary set forth herein, any RSUs granted under this Plan that are
not exempt from the requirements of Section 409A of the Code shall contain such restrictions or other provisions so that such RSUs will
comply with the requirements of Section 409A of the Code, if applicable to the Company. Such restrictions, if any, shall be determined
by the Committee and contained in the Restricted Stock Unit Agreement evidencing such RSU. For example, such restrictions may include
a requirement that any Shares that are to be issued in a year following the year in which the RSU vests must be issued in accordance
with a fixed, pre-determined schedule.
13.
OTHER SHARE OR SHARE-BASED AWARDS.
13.1.
The Committee may grant other Awards under this Plan pursuant to which Shares (which may, but need not, be Restricted Stock pursuant
to Section 11 hereof), cash (in settlement of Share-based Awards) or a combination thereof, are or may in the future be acquired or received,
or Awards denominated in stock units, including units valued on the basis of measures other than market value.
13.2.
The Committee may also grant stock appreciation rights without the grant of an accompanying option, which rights shall permit the Grantees
to receive, at the time of any exercise of such rights, cash equal to the amount by which the Fair Market Value of the Shares in respect
to which the right was granted is so exercised exceed the exercise price thereof. The base price of any such stock appreciation right
granted to a Grantee who is subject to U.S. federal income tax shall be determined in compliance with Section 7.2.
13.3.
Such other Share-based Awards as set forth above may be granted alone, in addition to, or in tandem with any Award of any type granted
under this Plan.
14.
EFFECT OF CERTAIN CHANGES.
14.1.
General
. In the event of a division or subdivision of the outstanding capital stock of the Company, any distribution of bonus
shares (stock split), consolidation or combination of capital stock of the Company (reverse stock split), reclassification with respect
to the Shares or any similar recapitalization events (each, a
Recapitalization
), a merger (including, a reverse
merger and a reverse triangular merger), consolidation, amalgamation or like transaction of the Company with or into another corporation,
a reorganization (which may include a combination or exchange of shares, spin-off or other corporate divestiture or division, extraordinary
dividend or other similar occurrences, the Committee shall make, without the need for a consent of any holder of an Award, such adjustments
as determined by the Committee to be appropriate, in its discretion, in order to adjust (i) the number and class of stock reserved and
available for grants of Awards, (ii) the number and class of stock covered by outstanding Awards, (iii) the Exercise Price per share
covered by any Award, (iv) the terms and conditions concerning vesting and exercisability and the term and duration of the outstanding
Awards, and (v) any other terms of the Award that in the opinion of the Committee should be adjusted. Any fractional shares resulting
from such adjustment shall be treated as determined by the Committee, and in the absence of such determination shall be rounded to the
nearest whole share, and the Company shall have no obligation to make any cash or other payment with respect to such fractional shares.
No adjustment shall be made by reason of the distribution of subscription rights or rights offering to outstanding stock or other issuance
of stock by the Company, unless the Committee determines otherwise. The adjustments determined pursuant to this Section 14.1 (including
a determination that no adjustment is to be made) shall be final, binding and conclusive.
14.2.
Merger/Sale of Company
. In the event of (i) a sale of all or substantially all of the assets of the Company, or a sale (including
an exchange) of all or substantially all of the stock of the Company, to any person, or a purchase by a stockholder of the Company or
by an Affiliate of such stockholder, of all the stock of the Company held by all or substantially all other stockholders or by other
stockholders who are not Affiliated with such acquiring party; (ii) a merger (including, a reverse merger and a reverse triangular merger),
consolidation, amalgamation or like transaction of the Company with or into another corporation; (iii) completion of a scheme or arrangement
for the purpose of effecting such sale, merger, consolidation, amalgamation or other transaction; (iv) approval by the stockholders of
the Company of a complete liquidation or dissolution of the Company, or (v) such other transaction or set of circumstances that is determined
by the Board, in its discretion, to be a transaction subject to the provisions of this Section 14.2 excluding any of the above transactions
in clauses (i) through (v) if the Board determines that such transaction should be excluded from the definition hereof and the applicability
of this Section 14.2 (such transaction, a
Merger/Sale
), then, without derogating from the general authority and
power of the Board or the Committee under this Plan, without the Grantees consent and action and without any prior notice requirement:
14.2.1
Unless otherwise determined by the Committee in its sole and absolute discretion, any Award then outstanding shall be assumed or be substituted
by the Company, or by the successor corporation in such Merger/Sale or by any parent or Affiliate thereof, as determined by the Committee
in its discretion (the
Successor Corporation
), under terms as determined by the Committee or the terms of this Plan
applied by the Successor Corporation to such assumed or substituted Awards. For the purposes of this Section 14.2.1, the Award shall
be considered assumed or substituted if, following a Merger/Sale, the Award confers on the holder thereof the right to purchase or receive,
for each Share underlying an Award immediately prior to the Merger/Sale, either (i) the consideration (whether stock, cash, or other
securities or property, or any combination thereof) distributed to or received by holders of Shares in the Merger/Sale for each Share
held on the effective date of the Merger/Sale (and if holders were offered a choice or several types of consideration, the type of consideration
as determined by the Committee), or (ii) regardless of the consideration received by the holders of Shares in the Merger/Sale, solely
shares or any type of Awards (or their equivalent) of the Successor Corporation at a value to be determined by the Committee in its discretion,
or a certain type of consideration (whether stock, cash, or other securities or property, or any combination thereof) as determined by
the Committee. Any of the above consideration referred to in clauses (i) and (ii) shall be subject to the same vesting and expiration
terms of the Awards applying immediately prior to the Merger/Sale, unless determined by the Committee in its discretion that the consideration
shall be subject to different vesting and expiration terms, or other terms, and the Committee may determine that it be subject to other
or additional terms. The foregoing shall not limit the Committees authority to determine, in its sole discretion, that in lieu
of such assumption or substitution of Awards for Awards of the Successor Corporation, such Award will be substituted for any other type
of asset or property, including as set forth in Section 14.2.2 hereunder.
14.2.2
Regardless of whether or not Awards are assumed or substituted, the Committee may (but shall not be obligated to), in its sole discretion:
14.2.2.1.
provide for the Grantee to have the right to exercise the Award in respect of Shares covered by the Award which would otherwise be exercisable
or vested, under such terms and conditions as the Committee shall determine, and the cancellation of all unexercised Awards (whether
vested or unvested) upon or immediately prior to the closing of the Merger/Sale, unless the Committee provides for the Grantee to have
the right to exercise the Award, or otherwise for the acceleration of vesting of such Award, as to all or part of the Shares covered
by the Award which would not otherwise be exercisable or vested, under such terms and conditions as the Committee shall determine; and/or
14.2.2.2.
provide for the cancellation of each outstanding Award at or immediately prior to the closing of such Merger/Sale, and if and to what
extent payment shall be made to the Grantee of an amount in cash, in stock of the Company, in capital stock of the acquirer or of a corporation
or other business entity which is a party to the Merger/Sale, or in other property, as determined by the Committee to be fair in the
circumstances, and subject to such terms and conditions as determined by the Committee. The Committee shall have full authority to select
the method for determining the payment, which may be to provide that payment shall be set to zero if the value of the Shares is determined
to be less than the Exercise Price and that payment may only be made in excess of the Exercise Price, in each case without the Grantees
consent.
14.2.3
The Committee may, in its sole discretion, determine: (i) that any payments made in respect of Awards shall be made or delayed to the
same extent that payment of consideration to the holders of the Shares in connection with the Merger/Sale is made or delayed as a result
of escrows, indemnification, earn outs, holdbacks or any other contingencies or conditions; and (ii) the terms and conditions applying
to the payment made to the Grantees, including participation in escrow, indemnification, releases, earn-outs, holdbacks or any other
contingencies, subject to the provisions of Section 409A of the Code with respect to Grantees subject to U.S. taxation.
14.2.4
The Committee may, in its sole discretion, determine to suspend the Grantees rights to exercise any vested portion of an Award
for a period of time prior to the signing or consummation of a Merger/Sale transaction.
14.2.5
Notwithstanding anything to the contrary, in the event of a Merger/Sale, the Committee may determine, in its sole discretion, that upon
consummation of such Merger/Sale the terms of any Award shall be otherwise amended, modified or terminated, as the Committee shall deem
in good faith to be appropriate and without any liability to the Company or its Affiliates or to its or their respective officers, directors,
employees and representatives and the respective successors and assigns of any of the foregoing in connection with the method of treatment
or chosen course of action permitted hereunder.
14.2.6
Neither the authorities and powers of the Committee under this Section 14.2, nor the exercise or implementation thereof, shall (i) be
restricted or limited in any way by any adverse consequences (tax or otherwise) that may result to any holder of an Award, and (ii) as,
inter alia
, being a feature of the Award upon its grant, be deemed to constitute a change or an amendment of the rights of such
holder under this Plan, nor shall any such adverse consequences (as well as any adverse tax consequences that may result from any tax
ruling or other approval or determination of any relevant tax authority) be deemed to constitute a change or an amendment of the rights
of such holder under this Plan, and may be effected without consent of any Grantee and without any liability to the Company or its Affiliates
or to its or their respective officers, directors, employees and representatives and the respective successors and assigns of any of
the foregoing. The Committee need not take the same action with respect to all Awards or with respect to all Service Providers. The Committee
may take different actions with respect to the vested and unvested portions of an Award. The Committee may determine an amount or type
of consideration to be received or distributed in a Merger/Sale which may differ as among the Grantees, and as between the Grantees and
any other holders of stock of the Company.
14.2.7
The Committees determinations pursuant to this Section 14 shall be conclusive and binding on all Grantees.
14.2.8
If determined by the Committee, the Grantees shall be subject to the definitive agreement(s) in connection with the Merger/Sale as applying
to holders of Shares including, such terms, conditions, representations, undertakings, liabilities, limitations, releases, indemnities,
participating in transaction expenses, shareholders/sellers representative expense fund and escrow arrangement, in each case as determined
by the Committee. Each Grantee shall execute such separate agreement(s) or instruments as may be requested by the Company, the Successor
Corporation or the acquirer in connection with such in such Merger/Sale and in the form required by them. The execution of such separate
agreement(s) may be a condition to the receipt of assumed or substituted Awards, payment in lieu of the Award or the exercise of any
Award.
14.3.
Reservation of Rights
. Except as expressly provided in this Section 14 (if any), the Grantee of an Award hereunder shall have
no rights by reason of any Recapitalization of stock of any class, any increase or decrease in the number of stock of any class, or any
dissolution, liquidation, reorganization (which may include a combination or exchange of stock, spin-off or other corporate divestiture
or division, or other similar occurrences), Merger/Sale. Any issue by the Company of stock of any class, or securities convertible into
shares of stock of any class, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number, type or
price of stock subject to an Award. The grant of an Award pursuant to this Plan shall not affect in any way the right or power of the
Company to make adjustments, reclassifications, reorganizations or changes of its capital or business structures or to merge or to consolidate
or to dissolve, liquidate or sell, or transfer all or part of its business or assets or engage in any similar transactions.
14.4
Substitute Awards. The Committee may grant Awards under the Plan in substitution for stock and stock-based awards held by persons providing
services to another entity who become Service Providers of the Company or an Affiliate as a result of a merger or consolidation of such
former entity with the Company or an Affiliate or the acquisition by the Company or an Affiliate of property or stock of the former entity.
The Committee may direct that the substitute awards be granted on such terms and conditions as the Committee considers appropriate in
the circumstances.
15.
NON-TRANSFERABILITY OF AWARDS; SURVIVING BENEFICIARY.
15.1.
All Awards granted under this Plan by their terms shall not be transferable other than by will or by the laws of descent and distribution,
unless otherwise determined by the Committee or under this Plan, provided that with respect to Shares issued upon exercise or (if applicable)
the vesting of Awards the restrictions on transfer shall be the restrictions referred to in Section 16 (Conditions upon Issuance of Shares)
hereof. Subject to the above provisions, the terms of such Award, this Plan and any applicable Award Agreement shall be binding upon
the beneficiaries, executors, administrators, heirs and successors of such Grantee. Awards may be exercised or otherwise realized, during
the lifetime of the Grantee, only by the Grantee or by his guardian or legal representative, to the extent provided for herein. Any transfer
of an Award not permitted hereunder (including transfers pursuant to any decree of divorce, dissolution or separate maintenance, any
property settlement, any separation agreement or any other agreement with a spouse) and any grant of any interest in any Award to, or
creation in any way of any direct or indirect interest in any Award by, any party other than the Grantee shall be null and void and shall
not confer upon any party or person, other than the Grantee, any rights. To the extent permitted by the Committee, the Grantee may file
with the Company a written designation of a beneficiary, who shall be permitted to exercise such Grantees Award or to whom any
benefit under this Plan is to be paid, in each case, in the event of the Grantees death before he or she fully exercises his or
her Award or receives any or all of such benefit, on such form as may be prescribed by the Committee and may, from time to time, amend
or revoke such designation. If there is no permitted designated beneficiary who survives the Grantee, the executor or administrator of
the Grantees estate shall be deemed to be the Grantees beneficiary. Notwithstanding the foregoing, upon the request of
the Grantee and subject to Applicable Law the Committee, at its sole discretion, may permit the Grantee to transfer the Award to a trust
whose beneficiaries are the Grantee and/or the Grantees immediate family members (all or several of them).
15.2.
Notwithstanding any other provisions of the Plan to the contrary, no Incentive Stock Option may be sold, transferred, pledged, assigned
or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution or in accordance with a beneficiary
designation pursuant to Section 15.1. Further, all Incentive Stock Options granted to a Grantee shall be exercisable during his or her
lifetime only by such Grantee.
15.3.
As long as the Shares are held by the Trustee in favor of the Grantee, all rights possessed by the Grantee over the Shares are personal,
and may not be transferred, assigned, pledged or mortgaged, other than by will or laws of descent and distribution.
15.4.
If and to the extent a Grantee is entitled to transfer an Award and/or Shares underlying an Award in accordance with the terms of the
Plan and any other applicable agreements, such transfer shall be subject (in addition, to any other conditions or terms applying thereto)
to receipt by the Company from such proposed transferee of a written instrument, on a form reasonably acceptable to the Company, pursuant
to which such proposed transferee agrees to be bound by all provisions of the Plan and any other applicable agreements, including without
limitation, any restrictions on transfer of the Award and/or Shares set forth herein (however, failure to so deliver such instrument
to the Company as set forth above shall not derogate from all such provisions applying on any transferee).
15.5.
The provisions of this Section 15 shall apply to the Grantee and to any purchaser, assignee or transferee of any Shares.
16.
CONDITIONS UPON ISSUANCE OF SHARES; GOVERNING PROVISIONS.
16.1.
Legal Compliance
. The grant of Awards and the issuance of Shares upon exercise or settlement of Awards shall be subject to compliance
with all Applicable Law as determined by the Company, including, applicable requirements of federal, state and foreign law with respect
to such securities. The Company shall have no obligations to issue Shares pursuant to the exercise or settlement of an Award and Awards
may not be exercised or settled, if the issuance of Shares upon exercise or settlement would constitute a violation of any Applicable
Law as determined by the Company, including, applicable federal, state or foreign securities laws or other law or regulations or the
requirements of any stock exchange or market system upon which the Shares may then be listed. In addition, no Award may be exercised
unless (i) a registration statement under the Securities Act shall at the time of exercise or settlement of the Award be in effect with
respect to the stock issuable upon exercise of the Award, or (ii) in the opinion of legal counsel to the Company, the stock issuable
upon exercise of the Award may be issued in accordance with the terms of an applicable exemption from the registration requirements of
the Securities Act. The inability of the Company to obtain authority from any regulatory body having jurisdiction, if any, deemed by
the Company to be necessary to the lawful issuance and sale of any Shares hereunder, and the inability to issue Shares hereunder due
to non-compliance with any Company policies with respect to the sale of Shares, shall relieve the Company of any liability in respect
of the failure to issue or sell such Shares as to which such requisite authority or compliance shall not have been obtained or achieved.
As a condition to the exercise of an Award, the Company may require the person exercising such Award to satisfy any qualifications that
may be necessary or appropriate, to evidence compliance with any Applicable Law or regulation and to make any representation or warranty
with respect thereto as may be requested by the Company, including to represent and warrant at the time of any such exercise that the
Shares are being purchased only for investment and without any present intention to sell or distribute such Shares, all in form and content
specified by the Company.
16.2.
Provisions Governing Shares
. Shares issued pursuant to an Award shall be subject to the Charter Documents, any limitation, restriction
or obligation included in any stockholders agreement applicable to all or substantially all of the holders of stock (regardless of whether
or not the Grantee is a formal party to such stockholders agreement) (
Stockholders Agreements
), any other governing
documents of the Company, all policies, manuals and internal regulations adopted by the Company from time to time, in each case, as may
be amended from time to time, including any provisions included therein concerning restrictions or limitations on disposition of Shares
(such as, but not limited to, right of first refusal and lock up/market stand-off) or grant of any rights with respect thereto, forced
sale and bring along provisions, any provisions concerning restrictions on the use of inside information and other provisions deemed
by the Company to be appropriate in order to ensure compliance with Applicable Law. Each Grantee shall execute (and authorizes any person
designated by the Company to so execute) such separate agreement(s) as may be requested by the Company relating to matters set forth
in this Section 16.2. The execution of such separate agreement(s) may be a condition by the Company to the exercise of any Award and
the Company may exercise its authorization above and sign such agreement on behalf of the Grantee or subject the Grantee to the provisions
of such agreements. The proxy pursuant to Section 6.10 includes an authorization of the holder of such proxy to sign, by and on behalf
of any Grantee, such documents and agreements.
16.3.
Forced Sale
. In the event the that Board approves a Merger/Sale effected by way of a forced or compulsory sale (whether pursuant
to Applicable Law, the Charter Documents or any Stockholders Agreement), then, without derogating from such provisions and in addition
thereto, the Grantee shall be obligated, and shall be deemed to have agreed to the offer to effect the Merger/Sale on the terms approved
by the Board (and the Shares held by or for the benefit of the Grantee shall be included in the stock of the Company approving the terms
of such Merger/Sale for the purpose of satisfying the required majority), and shall sell all of the Shares held by or for the benefit
of the Grantee on the terms and conditions applying to the holders of Shares, in accordance with the instructions then issued by the
Board, whose determination shall be final. No Grantee shall contest, bring any claims or demands, or exercise any appraisal or dissenters
rights related to any of the foregoing. The proxy pursuant to Section 6.10 includes an authorization of the holder of such proxy to sign,
by and on behalf of any Grantee, such documents and agreements as are required to affect the sale of Shares in connection with such Merger/Sale
and waivers of any contest, claims or demands, or any appraisal or dissenters rights.
16.4.
Data Privacy; Data Transfer
. Information related to Grantees and Awards hereunder, as shall be received from Grantee or others,
and/or held by, the Company or its Affiliates from time to time, and which information may include sensitive and personal information
related to Grantees (
Information
), will be used by the Company or its Affiliates (or third parties appointed by
any of them, including the Trustee) to comply with any applicable legal requirement, or for administration of the Plan as they deems
necessary or advisable, or for the respective business purposes of the Company or its Affiliates (including in connection with transactions
related to any of them). The Company and its Affiliates shall be entitled to transfer the Information among the Company or its Affiliates,
and to third parties for the purposes set forth above, which may include persons located abroad (including, any person administering
the Plan or providing services in respect of the Plan or in order to comply with legal requirements, or the Trustee, their respective
officers, directors, employees and representatives, and the respective successors and assigns of any of the foregoing), and any person
so receiving Information shall be entitled to transfer it for the purposes set forth above. The Company shall use commercially reasonable
efforts to ensure that the transfer of such Information shall be limited to the reasonable and necessary scope. By receiving an Award
hereunder, Grantee acknowledges and agrees that the Information is provided at Grantees free will and Grantee consents to the
storage and transfer of the Information as set forth above.
16.5.
Share Transfer Restrictions
. Any transfer or other disposition of Shares or any interest therein is subject to the prior approval
of the Administrator, which, if granted (without any obligation to do so), may be subject to such terms, conditions and restrictions,
as it deems appropriate. The terms, conditions and restrictions of any approval may differ from one Grantee to another, and need not
be the same. Any transfer or otherwise grant of any interest in any Shares to any third party that does not comply with this Section
shall be null and void and shall not confer upon any person, other than the Grantee, any rights. This Section shall terminate immediately
after the underwritten public offering of equity securities of the Company pursuant to an effective registration statement filed under
the Securities Act or equivalent law of another jurisdiction and the listing for trading on a stock exchange or market or trading system.
This Section shall apply in addition to any other limitation, restriction and/or condition in this Plan (including, without limitation,
after the application of the sub-Sections of Section 16 above), any Award Agreement, Stockholders Agreement or other instrument between
the Grantee and the Company or by which the Grantee is bound. This Section shall not apply to a transfer of Shares in a sale of all or
substantially all of the shares of the Company which was approved by the Board or pursuant to the Charter Documents or Stockholders Agreements,
or upon a Merger/Sale.
17.
MARKET STAND-OFF.
17.1.
In connection with any underwritten public offering of equity securities of the Company pursuant to an effective registration statement
filed under the Securities Act or equivalent law of another jurisdiction, the Grantee shall not directly or indirectly, without the prior
written consent of the Company or its underwriters, (i) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase,
purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly
or indirectly, any Shares or other Awards, any securities of the Company (whether or not such Shares were acquired under this Plan),
or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Shares or securities of the Company and
any other shares or securities issued or distributed in respect thereto or in substitution thereof (collectively,
Securities
),
or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of
ownership of the Securities, whether any such transaction described in clauses (i) or (ii) is to be settled by delivery of Securities,
in cash or otherwise. The foregoing provisions of this
Section 17.1
shall not apply to the sale of any stock to an underwriter
pursuant to an underwriting agreement. Such restrictions (the
Market Stand-Off
) shall be in effect for such period
of time (the
Market Stand-Off Period
): (A) following the first public filing of the registration statement relating
to the underwritten public offering until the extirpation of 180 days following the effective date of such registration statement relating
to the Companys initial public offering or 90 days following the effective date of such registration statement relating to any
other public offering, in each case,
provided
,
however
, that if (1) during the last 17 days of the initial Market Stand-Off
Period, the Company releases earnings results or announces material news or a material event or (2) prior to the expiration of the initial
Market Stand-Off Period, the Company announces that it will release earnings results during the 15-day period following the last day
of the initial Market Stand-Off Period, then in each case the Market Stand-Off Period will be automatically extended until the expiration
of the 18-day period beginning on the date of release of the earnings results or the announcement of the material news or material event;
or (B) such other period as shall be requested by the Company or the underwriters. Notwithstanding anything herein to the contrary, if
the underwriter(s) and the Company agree on a termination date of the Market Stand-Off Period in the event of failure to consummate a
certain public offering, then such termination shall apply also to the Market Stand-Off Period hereunder with respect to that particular
public offering.
17.2.
In the event of a subdivision of the outstanding capital stock of the Company, the distribution of any securities (whether or not of
the Company), whether as bonus shares or otherwise, and whether as dividend or otherwise, a recapitalization, a reorganization (which
may include a combination or exchange of stock or a similar transaction affecting the Companys outstanding securities without
receipt of consideration), a consolidation, a spin-off or other corporate divestiture or division, a reclassification or other similar
occurrence, any new, substituted or additional securities which are by reason of such transaction distributed with respect to any Shares
subject to the Market Stand-Off, or into which such Shares thereby become convertible, shall immediately be subject to the Market Stand-Off.
17.3.
In order to enforce the Market Stand-Off, the Company may impose stop-transfer instructions with respect to the Shares acquired under
this Plan until the end of the applicable Market Stand-Off period.
17.4.
The underwriters in connection with a registration statement so filed are intended third party beneficiaries of this Section 17 and shall
have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Grantee shall execute such
separate agreement(s) as may be requested by the Company or the underwriters in connection with such registration statement and in the
form required by them, relating to Market Stand-Off (which need not be identical to the provisions of this Section 17, and may include
such additional provisions and restrictions as the underwriters deem advisable) or that are necessary to give further effect thereto.
The execution of such separate agreement(s) may be a condition by the Company to the exercise of any Award.
17.5.
Without derogating from the above provisions of this Section 17 or elsewhere in this Plan, the provisions of this Section 17 shall apply
to the Grantee and the Grantees heirs, legal representatives, successors, assigns, and to any purchaser, assignee or transferee
of any Awards or Shares.
18.
AGREEMENT REGARDING TAXES; DISCLAIMER.
18.1.
If the Committee shall so require, as a condition of exercise of an Award, the release of Shares by the Trustee or the vesting or settlement
of an Award, a Grantee shall agree that, no later than the date of such occurrence, the Grantee will pay to the Company (or the Trustee,
as applicable) or make arrangements satisfactory to the Committee and the Trustee (if applicable) regarding payment of any applicable
taxes and compulsory payments of any kind required by Applicable Law to be withheld or paid.
18.2.
TAX LIABILITY
. ALL TAX CONSEQUENCES UNDER ANY APPLICABLE LAW WHICH MAY ARISE FROM THE GRANT OF ANY AWARDS OR THE EXERCISE THEREOF,
THE SALE OR DISPOSITION OF ANY SHARES GRANTED HEREUNDER OR ISSUED UPON EXERCISE OR (IF APPLICABLE) THE VESTING OF ANY AWARD, THE ASSUMPTION,
SUBSTITUTION, CANCELLATION OR PAYMENT IN LIEU OF AWARDS OR FROM ANY OTHER ACTION IN CONNECTION WITH THE FOREGOING (INCLUDING WITHOUT
LIMITATION ANY TAXES AND COMPULSORY PAYMENTS, SUCH AS SOCIAL SECURITY OR HEALTH TAX PAYABLE BY THE GRANTEE OR THE COMPANY IN CONNECTION
THEREWITH) SHALL BE BORNE AND PAID SOLELY BY THE GRANTEE, AND THE GRANTEE SHALL INDEMNIFY THE COMPANY, ITS SUBSIDIARIES AND AFFILIATES
AND THE TRUSTEE, AND SHALL HOLD THEM HARMLESS AGAINST AND FROM ANY LIABILITY FOR ANY SUCH TAX OR PAYMENT OR ANY PENALTY, INTEREST OR
INDEXATION THEREON. EACH GRANTEE AGREES TO, AND UNDERTAKES TO COMPLY WITH, ANY RULING, SETTLEMENT, CLOSING AGREEMENT OR OTHER SIMILAR
AGREEMENT OR ARRANGEMENT WITH ANY TAX AUTHORITY IN CONNECTION WITH THE FOREGOING WHICH IS APPROVED BY THE COMPANY.
18.3.
NO TAX ADVICE
. THE GRANTEE IS ADVISED TO CONSULT WITH A TAX ADVISOR WITH RESPECT TO THE TAX CONSEQUENCES OF RECEIVING, EXERCISING
OR DISPOSING OF AWARDS HEREUNDER. THE COMPANY DOES NOT ASSUME ANY RESPONSIBILITY TO ADVISE THE GRANTEE ON SUCH MATTERS, WHICH SHALL REMAIN
SOLELY THE RESPONSIBILITY OF THE GRANTEE.
18.4.
TAX TREATMENT
. THE COMPANY DOES NOT UNDERTAKE OR ASSUME ANY LIABILITY OR RESPONSIBILITY TO THE EFFECT THAT ANY AWARD SHALL QUALIFY
WITH ANY PARTICULAR TAX REGIME OR RULES APPLYING TO PARTICULAR TAX TREATMENT, OR BENEFIT FROM ANY PARTICULAR TAX TREATMENT OR TAX ADVANTAGE
OF ANY TYPE AND THE COMPANY SHALL BEAR NO LIABILITY IN CONNECTION WITH THE MANNER IN WHICH ANY AWARD IS EVENTUALLY TREATED FOR TAX PURPOSES,
REGARDLESS OF WHETHER THE AWARD WAS GRANTED OR WAS INTENDED TO QUALIFY UNDER ANY PARTICULAR TAX REGIME OR TREATMENT. THIS PROVISION SHALL
SUPERSEDE ANY TYPE OF AWARDS OR TAX QUALIFICATION INDICATED IN ANY CORPORATE RESOLUTION OR AWARD AGREEMENT, WHICH SHALL AT ALL TIMES
BE SUBJECT TO THE REQUIREMENTS OF APPLICABLE LAW. THE COMPANY DOES NOT UNDERTAKE AND SHALL NOT BE REQUIRED TO TAKE ANY ACTION IN ORDER
TO QUALIFY THE AWARD WITH THE REQUIREMENT OF ANY PARTICULAR TAX TREATMENT AND NO INDICATION IN ANY DOCUMENT TO THE EFFECT THAT ANY AWARD
IS INTENDED TO QUALIFY FOR ANY TAX TREATMENT SHALL IMPLY SUCH AN UNDERTAKING. NO ASSURANCE IS MADE BY THE COMPANY OR ANY OF ITS AFFILIATES
THAT ANY PARTICULAR TAX TREATMENT ON THE DATE OF GRANT WILL CONTINUE TO EXIST OR THAT THE AWARD WOULD QUALIFY AT THE TIME OF EXERCISE
OR DISPOSITION THEREOF WITH ANY PARTICULAR TAX TREATMENT. THE COMPANY AND ITS AFFILIATES SHALL NOT HAVE ANY LIABILITY OR OBLIGATION OF
ANY NATURE IN THE EVENT THAT AN AWARD DOES NOT QUALIFY FOR ANY PARTICULAR TAX TREATMENT, REGARDLESS WHETHER THE COMPANY COULD HAVE OR
SHOULD HAVE TAKEN ANY ACTION TO CAUSE SUCH QUALIFICATION TO BE MET AND SUCH QUALIFICATION REMAINS AT ALL TIMES AND UNDER ALL CIRCUMSTANCES
AT THE RISK OF THE GRANTEE. THE COMPANY DOES NOT UNDERTAKE OR ASSUME ANY LIABILITY TO CONTEST A DETERMINATION OR INTERPRETATION (WHETHER
WRITTEN OR UNWRITTEN) OF ANY TAX AUTHORITIES, INCLUDING IN RESPECT OF THE QUALIFICATION UNDER ANY PARTICULAR TAX REGIME OR RULES APPLYING
TO PARTICULAR TAX TREATMENT. IF THE AWARDS DO NOT QUALIFY UNDER ANY PARTICULAR TAX TREATMENT IT COULD RESULT IN ADVERSE TAX CONSEQUENCES
TO THE GRANTEE.
18.5.
The Company or any Subsidiary or other Affiliate thereof may take such action as it may deem necessary or appropriate, in its discretion,
for the purpose of or in connection with complying with tax withholding requirements, including withholding taxes at least equal to the
minimum required amount under Applicable Law and no greater than the maximum amount determined using the highest applicable marginal
tax rate (collectively,
Withholding Obligations
). Such actions may include (i) requiring a Grantees to remit to
the Company in cash an amount sufficient to satisfy such Withholding Obligations and any other taxes and compulsory payments, payable
by the Company in connection with the Award or the exercise or (if applicable) the vesting thereof; (ii) subject to Applicable Law, allowing
the Grantees to provide Shares to the Company, in an amount that at such time, reflects a value that the Committee determines to be sufficient
to satisfy such Withholding Obligations; (iii) withholding Shares otherwise issuable upon the exercise of an Award at a value which is
determined by the Committee to be sufficient to satisfy such Withholding Obligations; (iv) allowing Grantees to satisfy all or part of
the Withholding Obligations by the delivery (on a form prescribed by the Company) of an irrevocable direction to a securities broker
approved by the Company to sell Shares and to deliver all or part of the sales proceeds to the Company or the Trustee or (v) any combination
of the foregoing. The Company shall not be obligated to allow the exercise of any Award by or on behalf of a Grantee until all tax consequences
arising from the exercise of such Award are resolved in a manner acceptable to the Company.
18.6.
Each Grantee shall notify the Company in writing promptly and in any event within ten (10) days after the date on which such Grantee
first obtains knowledge of any tax bureau inquiry, audit, assertion, determination, investigation, or question relating in any manner
to the Awards granted or received hereunder or Shares issued thereunder and shall continuously inform the Company of any developments,
proceedings, discussions and negotiations relating to such matter, and shall allow the Company and its representatives to participate
in any proceedings and discussions concerning such matters. Upon request, a Grantee shall provide to the Company any information or document
relating to any matter described in the preceding sentence, which the Company, in its discretion, requires.
18.7.
With respect to 102 Non-Trustee Options, if the Grantee ceases to be employed by the Company or any Affiliate, the Grantee shall extend
to the Company and/or its Affiliate with whom the Grantee is employed a security or guarantee for the payment of taxes due at the time
of sale of Shares, all in accordance with the provisions of Section 102 of the Ordinance and the Rules.
18.8.
For the purpose hereof tax(es) means (a) all federal, state, local or foreign taxes, charges, fees, imposts, levies or
other assessments, including all income (including under Section 409A of the Code), capital gains, transfer, withholding, payroll, employment,
social security, national security, health tax, wealth surtax, stamp, registration and estimated taxes, customs duties, fees, assessments
and charges of any similar kind whatsoever (including under Section 280G of the Code), (b) all interest, indexation differentials, penalties,
fines, additions to tax or additional amounts imposed by any taxing authority in connection with any item described in clause (a), (c)
any transferee or successor liability in respect of any items described in clauses (a) or (b) payable by reason of contract, assumption,
transferee liability, successor liability, operation of Applicable Law, or as a result of any express or implied obligation to assume
Taxes or to indemnify any other person, and (d) any liability for the payment of any amounts of the type described in clause (a) or (b)
payable as a result of being a member of an affiliated, consolidated, combined, unitary or aggregate group for any taxable period, including
under U.S. Treasury Regulations Section 1.1502-6(a) (or any predecessor or successor thereof of any analogous or similar provision under
Applicable Law) or otherwise.
18.9.
If a Grantee makes an election under Section 83(b) of the Code to be taxed with respect to an Award as of the date of transfer of Shares
rather than as of the date or dates upon which the Grantee would otherwise be taxable under Section 83(a) of the Code, such Grantee shall
deliver a copy of such election to the Company upon or prior to the filing such election with the U.S. Internal Revenue Service. Neither
the Company nor any Affiliate shall have any liability or responsibility relating to or arising out of the filing or not filing of any
such election or any defects in its construction.
19.
RIGHTS AS A STOCKHOLDER; VOTING AND DIVIDENDS.
19.1.
Subject to Section 11.4, a Grantee shall have no rights as a stockholder of the Company with respect to any Shares covered by an Award
until the Grantee shall have exercised the Award, paid the Exercise Price therefor and becomes the record holder of the subject Shares.
In the case of 102 Awards or 3(9) Awards (if such Awards are being held by a Trustee), the Trustee shall have no rights as a stockholder
of the Company with respect to the Shares covered by such Award until the Trustee becomes the record holder for such Shares for the Grantees
benefit, and the Grantee shall not be deemed to be a stockholder and shall have no rights as a stockholder of the Company with respect
to the Shares covered by the Award until the date of the release of such Shares from the Trustee to the Grantee and the transfer of record
ownership of such Shares to the Grantee (
provided
,
however
, that the Grantee shall be entitled to receive from the Trustee
any cash dividend or distribution made on account of the Shares held by the Trustee for such Grantees benefit, subject to any
tax withholding and compulsory payment). No adjustment shall be made for dividends (ordinary or extraordinary, whether in cash, securities
or other property) or distribution of other rights for which the record date is prior to the date on which the Grantee or Trustee (as
applicable) becomes the record holder of the Shares covered by an Award, except as provided in Section 14 hereof.
19.2.
With respect to all Awards issued in the form of Shares hereunder or upon the exercise or (if applicable) the vesting of Awards hereunder,
any and all voting rights attached to such Shares shall be subject to Section 6.10, and the Grantee shall be entitled to receive dividends
distributed with respect to such Shares, subject to the provisions of the Charter Documents and any Stockholders Agreement, and subject
to any Applicable Law.
19.3.
The Company may, but shall not be obligated to, register or qualify the sale of Shares under any applicable securities law or any other
Applicable Law.
20.
NO REPRESENTATION BY COMPANY.
By
granting the Awards, the Company is not, and shall not be deemed as, making any representation or warranties to the Grantee regarding
the Company, its business affairs, its prospects or the future value of its Shares. The Company shall not be required to provide to any
Grantee any information, documents or material in connection with the Grantees considering an exercise of an Award. To the extent
that any information, documents or materials are provided, the Company shall have no liability with respect thereto. Any decision by
a Grantee to exercise an Award shall solely be at the risk of the Grantee.
21.
NO RETENTION RIGHTS.
Nothing
in this Plan, any Award Agreement or in any Award granted or agreement entered into pursuant hereto shall confer upon any Grantee the
right to continue in the employ of, or be in the service of the Company or any Subsidiary or other Affiliate thereof as a Service Provider
or to be entitled to any remuneration or benefits not set forth in this Plan or such agreement, or to interfere with or limit in any
way the right of the Company or any such Subsidiary or other Affiliate thereof to terminate such Grantees employment or service
(including, any right of the Company or any of its Affiliates to immediately cease the Grantees employment or service or to shorten
all or part of the notice period, regardless of whether notice of termination was given by the Company or its Affiliates or by the Grantee).
Awards granted under this Plan shall not be affected by any change in duties or position of a Grantee, subject to Sections 6.6 through
6.8. No Grantee shall be entitled to claim and the Grantee hereby waives any claim against the Company or any Subsidiary or other Affiliate
thereof that he or she was prevented from continuing to vest Awards as of the date of termination of his or her employment with, or services
to, the Company or any Subsidiary or other Affiliate thereof. No Grantee shall be entitled to any compensation in respect of the Awards
which would have vested had such Grantees employment or engagement with the Company (or any Subsidiary or other Affiliate thereof)
not been terminated.
22.
PERIOD DURING WHICH AWARDS MAY BE GRANTED.
Awards
may be granted pursuant to this Plan from time to time within a period of ten (10) years from the date on which this amended and restated
Plan was approved by the Board. From and after such date (as extended) no grants of Awards may be made and this Plan shall continue to
be in full force and effect with respect to Awards or Shares issued thereunder that remain outstanding.
23.
AMENDMENT OF THIS PLAN AND AWARDS.
23.1.
The Board at any time and from time to time may suspend, terminate, modify or amend this Plan, whether retroactively or prospectively.
Any amendment effected in accordance with this Section shall be binding upon all Grantees and all Awards, whether granted prior to or
after the date of such amendment, and without the need to obtain the consent of any Grantee. No termination or amendment of this Plan
shall affect any then outstanding Award unless expressly provided by the Board.
23.2.
Subject to changes in Applicable Law that would permit otherwise, without the approval of the Companys stockholders, there shall
be no increase in the maximum aggregate number of Shares that may be issued under this Plan (except by operation of the provisions of
Section 14.1) and no other amendment of this Plan that would require approval of the Companys stockholders under any Applicable
Law. Unless not permitted by Applicable Law, if the grant of an Award is subject to approval by stockholders, the date of grant of the
Award shall be determined as if the Award had not been subject to such approval.
23.3.
The Board or the Committee at any time and from time to time may modify or amend any Award theretofore granted, including any Award Agreement,
whether retroactively or prospectively.
24.
APPROVAL.
24.1.
This amended and restated Plan shall take effect upon its approval by the stockholders of the Company (the
Restatement Effective
Date
).
24.2.
This amended and restated Plan shall be subject to stockholders approval within one year of the date the Board approved this amended
and restated Plan. If this amended and restated Plan is not approved by the Companys stockholders within such one year period,
it will not become effective and the Prior Plan will continue in full force and effect in accordance with its terms.
24.3.
102 Awards are conditional upon the filing with or approval by the ITA, if required, as set forth in Section 9.49. Failure to so file
or obtain such approval shall not in any way derogate from the valid and binding effect of any grant of an Award, which is not a 102
Award.
25.
RULES PARTICULAR TO SPECIFIC COUNTRIES; SECTION 409A.
25.1.
Notwithstanding anything herein to the contrary, the terms and conditions of this Plan may be supplemented or amended with respect to
a particular country or tax regime by means of an appendix to this Plan, and to the extent that the terms and conditions set forth in
any appendix conflict with any provisions of this Plan, the provisions of such appendix shall govern. Terms and conditions set forth
in such appendix shall apply only to Awards granted to Grantees under the jurisdiction of the specific country or such other tax regime
that is the subject of such appendix and shall not apply to Awards issued to a Grantee not under the jurisdiction of such country or
such other tax regime. The adoption of any such appendix shall be subject to the approval of the Board or the Committee, and if determined
by the Committee to be required in connection with the application of certain tax treatment, pursuant to applicable stock exchange rules
or regulations or otherwise, then also the approval of the stockholders of the Company at the required majority.
25.2.
This Section 25.2 shall only apply to Awards granted to Grantees who are subject to United States Federal income tax.
25.2.1
It is the intention of the Company that no Award shall be deferred compensation subject to Code Section 409A unless and to the extent
that the Committee specifically determines otherwise as provided in Section 25.2.2, and the Plan and the terms and conditions of all
Awards shall be interpreted and administered accordingly.
25.2.2
The terms and conditions governing any Awards that the Committee determines will be subject to Section 409A of the Code, including any
rules for payment or elective or mandatory deferral of the payment or delivery of Shares or cash pursuant thereto, and any rules regarding
treatment of such Awards in the event of a change in ownership or control, shall be set forth in the applicable Award Agreement and shall
be intended to comply in all respects with Section 409A of the Code, and the Plan and the terms and conditions of such Awards shall be
interpreted and administered accordingly.
25.2.3
The Company shall have complete discretion to interpret and construe the Plan and any Award Agreement in any manner that establishes
an exemption from (or compliance with) the requirements of Code Section 409A. If for any reason, such as imprecision in drafting, any
provision of the Plan and/or any Award Agreement does not accurately reflect its intended establishment of an exemption from (or compliance
with) Code Section 409A, as demonstrated by consistent interpretations or other evidence of intent, such provision shall be considered
ambiguous as to its exemption from (or compliance with) Code Section 409A and shall be interpreted by the Company in a manner consistent
with such intent, as determined in the discretion of the Company. If, notwithstanding the foregoing provisions of this Section 25.2.3,
any provision of the Plan or any such agreement would cause a Grantee to incur any additional tax or interest under Code Section 409A,
the Company shall take commercially reasonable steps to reform such provision in a manner intended to avoid the incurrence by such Grantee
of any such additional tax or interest;
provided
that the Company shall maintain, to the extent reasonably practicable, the original
intent and economic benefit to the Grantee of the applicable provision without violating the provisions of Section 409A.
25.2.4
Notwithstanding any other provision in the Plan, any Award Agreement, or any other written document establishing the terms and conditions
of an Award, if any Grantee is a specified employee, within the meaning of Section 409A of the Code, as of the date of
his or her separation from service (as defined under Section 409A of the Code), then, to the extent required by Treasury
Regulation Section 1.409A-3(i)(2) (or any successor provision), any payment made to such Grantee on account of his or her separation
from service shall not be made before a date that is six months after the date of his or her separation from service. The Committee may
elect any of the methods of applying this rule that are permitted under Treasury Regulation Section 1.409A-3(i)(2)(ii) (or any successor
provision).
25.2.5
Notwithstanding any other provision of this Section 25.2 to the contrary, although the Company intends to administer the Plan so that
Awards will be exempt from, or will comply with, the requirements of Code Section 409A, the Company does not warrant that any Award under
the Plan will qualify for favorable tax treatment under Code Section 409A or any other provision of federal, state, local, or non-United
States law. The Company shall not be liable to any Grantee for any tax, interest, or penalties the Grantee might owe as a result of the
grant, holding, vesting, exercise, or payment of any Award under the Plan.
26.
GOVERNING LAW; JURISDICTION; VENUE
The
validity, construction and effect of the Plan, of Award Agreements entered into pursuant to the Plan, and of any rules, regulations,
determinations or decisions made by the Committee relating to the Plan or such Award Agreements, and the rights of any and all persons
having or claiming to have any interest therein or thereunder, shall be determined exclusively in accordance with applicable U.S. federal
laws and the laws of the State of Delaware, without regard to its conflict of laws principles; provided, however, that provisions in
the Plan and/or Award Agreements that are intended to comply with tax laws, regulations and rules of any specific jurisdiction shall
be interpreted in a manner consistent with those laws, regulations and rules of such jurisdiction as appropriate. Any suit with respect
hereto will be brought in the federal or state courts in the district which includes the city or town in which the Companys principal
executive office is located. With respect to any claim or dispute related to or arising under the Plan or any Award Agreement, the Company
and each Grantee who accepts an Award hereby consent to the exclusive jurisdiction, forum and venue of the state and federal courts located
in Delaware.
27.
NON-EXCLUSIVITY OF THIS PLAN.
The
adoption of this Plan shall not be construed as creating any limitations on the power or authority of the Company to adopt such other
or additional incentive or other compensation arrangements of whatever nature as the Company may deem necessary or desirable or preclude,
including but not limited to the grant of inducement awards in connection with a person becoming a Service Provider, or limit the continuation
of any other plan, practice or arrangement for the payment of compensation or fringe benefits to employees generally, or to any class
or group of employees, which the Company or any Affiliate now has lawfully put into effect, including any retirement, pension, savings
and stock purchase plan, insurance, death and disability benefits and executive short-term or long-term incentive plans.
28.
MISCELLANEOUS.
28.1.
Survival
. The Grantee shall be bound by and the Shares issued upon exercise or (if applicable) the vesting of any Awards granted
hereunder shall remain subject to this Plan after the exercise or (if applicable) the vesting of Awards, in accordance with the terms
of this Plan, whether or not the Grantee is then or at any time thereafter employed or engaged by the Company or any of its Affiliates.
28.2.
Additional Terms
. Each Award awarded under this Plan may contain such other terms and conditions not inconsistent with this Plan
as may be determined by the Committee, in its sole discretion.
28.3
Fractional Shares
. No fractional Share shall be issuable upon exercise or vesting of any Award and the number of Shares to be
issued shall be rounded down to the nearest whole Share, with in any Share remaining at the last vesting date due to such rounding to
be issued upon exercise at such last vesting date.
28.4.
Severability
. If any provision of this Plan, any Award Agreement or any other agreement entered into in connection with an Award
shall be determined to be illegal or unenforceable by any court of law in any jurisdiction, the remaining provisions hereof and thereof
shall be severable and enforceable in accordance with their terms, and all provisions shall remain enforceable in any other jurisdiction.
In addition, if any particular provision contained in this Plan, any Award Agreement or any other agreement entered into in connection
with an Award shall for any reason be held to be excessively broad as to duration, geographic scope, activity or subject, it shall be
construed by limiting and reducing such provision as to such characteristic so that the provision is enforceable to fullest extent compatible
with Applicable Law as it shall then appear.
28.5.
Captions and Titles
. The use of captions and titles in this Plan or any Award Agreement or any other agreement entered into in
connection with an Award is for the convenience of reference only and shall not affect the meaning or interpretation of any provision
of this Plan or such agreement.
28.6.
Limitations Applicable to Section 16 Persons
. Notwithstanding any other provision of the Plan, the Plan and any Award granted
or awarded to any individual who is then subject to Section 16 of the Exchange Act shall be subject to any additional limitations set
forth in any applicable exemptive rule under Section 16 of the Exchange Act (including Rule 16b-3 of the Exchange Act and any amendments
thereto) that are requirements for the application of such exemptive rule. To the extent permitted by Applicable Law, the Plan and Awards
granted or awarded hereunder shall be deemed amended to the extent necessary to conform to such applicable exemptive rule.
28.7.
Prohibition on Executive Officer Loans
. Notwithstanding any other provision of the Plan to the contrary, no Grantee who is a member
of the Board or an executive officer of the Company within the meaning of Section 13(k) of the Exchange Act shall be permitted
to make payment with respect to any Awards granted under the Plan, or continue any extension of credit with respect to such payment,
with a loan from the Company or a loan arranged by the Company in violation of Section 13(k) of the Exchange Act.
28.8.
Clawback Provisions
. All Awards (including the gross amount of any proceeds, gains or other economic benefit the Grantee actually
or constructively receives upon receipt or exercise of any Award or the receipt or resale of any Shares underlying the Award) will be
subject to recoupment by the Company to the extent required to comply with Applicable Law or any policy of the Company providing for
the reimbursement of incentive compensation, whether or not such policy was in place at the time of grant of an Award.
Insider Ownership of Intec Parent Inc.
company Beta
Owner
Position
Direct Shares
Indirect Shares
AI Insights
Summary Financials of Intec Parent Inc.
Beta
(We are using algorithms to extract and display detailed data. This is a hard problem and we are working continuously to classify data in an accurate and useful manner.)
