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CARISMA THERAPEUTICS INC.
AMENDED AND RESTATED 2014 STOCK INCENTIVE PLAN
The purpose of this Amended
and Restated 2014 Stock Incentive Plan (the "Plan") of Carisma Therapeutics Inc. (formerly known as Sesen Bio, Inc.),
a Delaware corporation (the "Company"), is to advance the interests of the Company's stockholders by enhancing
the Company's ability to attract, retain and motivate persons who are expected to make important contributions to the Company and
by providing such persons with equity ownership opportunities and performance-based incentives that are intended to better align the interests
of such persons with those of the Company's stockholders. The Plan amends and restates the Amended and Restated 2014 Stock Incentive
Plan that was adopted by the board of directors of the Company (the "Board") on January 17, 2023, approved by
the Company's stockholders on March 2, 2023, became effective on March 7, 2023 (the "Effective Date")
and was amended and restated by the Board on March 7, 2023 to reflect the Company's name change and the reverse stock split approved
by the Company's stockholders on March 2, 2023. Except where the context otherwise requires, the term "Company"
shall include any of the Company's present or future parent or subsidiary corporations as defined in Sections 424(e) or (f) of
the Internal Revenue Code of 1986, as amended, and any regulations thereunder (the "Code") and any other business
venture (including, without limitation, joint venture or limited liability company) in which the Company has a controlling interest, as
determined by the Board.
All of the Company's
employees, officers and directors, as well as consultants and advisors to the Company (as such terms consultants and advisors are defined
and interpreted for purposes of Form S-8 under the Securities Act of 1933, as amended (the "Securities Act")
(or any successor form)) are eligible to be granted Awards under the Plan. Each person who is granted an Award under the Plan is deemed
a "Participant." "Award" means Options (as defined in Section 5), SARs
(as defined in Section 6), Restricted Stock (as defined in Section 7), Restricted Stock Units (as defined in Section 7)
and Other Stock-Based Awards (as defined in Section 8).
by Board of Directors. The Plan will be administered by the Board. The Board shall have authority to grant Awards and to adopt, amend
and repeal such administrative rules, guidelines and practices relating to the Plan as it shall deem advisable. The Board may construe
and interpret the terms of the Plan and any Award agreements entered into under the Plan. The Board may correct any defect, supply any
omission or reconcile any inconsistency in the Plan or any Award in the manner and to the extent it shall deem expedient and it shall
be the sole and final judge of such expediency. All decisions by the Board shall be made in the Board's sole discretion and shall
be final and binding on all persons having or claiming any interest in the Plan or in any Award.
of Committees. To the extent permitted by applicable law, the Board may delegate any or all of its powers under the Plan to one or
more committees or subcommittees of the Board (each, a "Committee"). All references in the Plan to the "Board"
shall mean the Board or a Committee of the Board or the Delegated Persons referred to in Section 3(c) to the extent that the
Board's powers or authority under the Plan have been delegated to such Committee or such Delegated Persons.
to Delegated Persons. Subject to any requirements of applicable law (including as applicable Sections 152(b) and 157(c) of
the General Corporation Law of the State of Delaware), the Board may, by resolution, delegate to one or more persons (including officers
of the Company) or bodies (such persons or bodies, the "Delegated Persons") the power to grant Awards (subject
to any limitations under the Plan) to eligible service providers of the Company and to exercise such other powers under the Plan as the
Board may determine, provided that the Board shall fix: (i) the maximum number of Awards, and the maximum number of shares issuable
upon exercise thereof, that may be issued by such Delegated Persons, (ii) the time period during which such Awards, and during which
the shares issuable upon exercise thereof, may be issued, and (iii) the minimum amount of consideration (if any) for which such
Awards may be issued, and a minimum amount of consideration for the shares issuable upon exercise thereof; and provided further, that
no Delegated Person shall be authorized to grant Awards to itself; and provided further, that no Delegated Person shall be authorized
to grant Awards to any "executive officer" of the Company (as defined by Rule 3b-7 under the Securities Exchange Act
of 1934, as amended (the "Exchange Act")) or to any "officer" of the Company (as defined by Rule 16a-1(f) under
of Shares; Share Counting.
Number of Shares. Subject to adjustment under Section 9, Awards may be made under the Plan for up to such number of shares of
common stock, $0.001 par value per share, of the Company (the "Common Stock") as is equal to the sum of:
shares of Common Stock; plus
additional number of shares of Common Stock as is equal to the sum of (x) the number of shares of Common Stock reserved for issuance
under the Company's 2009 Stock Incentive Plan (the "Prior Plan") that remained available for grant under
the Prior Plan immediately prior to the closing of the Company's initial public offering and (y) the number of shares of Common
Stock (I) that were subject to awards granted under the Prior Plan and (II) that are subject to stock options assumed by the
Company pursuant to the Agreement and Plan of Merger and Reorganization between the Company (f/k/a Sesen Bio, Inc.), Seahawk Merger Sub
Inc. and CARISMA Therapeutics Inc. (the awards described in the foregoing clauses (I) and (II) together, the "Outstanding
Awards") in each case which Outstanding Awards expire, terminate or are otherwise surrendered, canceled, forfeited or repurchased
by the Company at their original issuance price pursuant to a contractual repurchase right (subject, however, in the case of Incentive
Stock Options to any limitations of the Code); plus
annual increase, to be added on the first day of each fiscal year during the term of the Plan, beginning with the fiscal year ending on
December 31, 2024, equal to the lesser of (i) 4% of the number of shares of Common Stock outstanding on the first day of such fiscal year
and (ii) the number of shares of Common Stock determined by the Board.
Subject to adjustment under Section 9, up
to 20,556,696 of the shares of Common Stock available for issuance under the Plan may be issued as Incentive Stock Options (as defined
in Section 5(b)) under the Plan. Shares issued under the Plan may consist in whole or in part of authorized but unissued shares or
Counting. For purposes of counting the number of shares available for the grant of Awards under the Plan:
shares of Common Stock covered by SARs shall be counted against the number of shares available for the grant of Awards under the Plan; provided, however,
that (i) SARs that may be settled only in cash shall not be so counted and (ii) if the Company grants an SAR in tandem with
an Option for the same number of shares of Common Stock and provides that only one such Award may be exercised (a "Tandem
SAR"), only the shares covered by the Option, and not the shares covered by the Tandem SAR, shall be so counted, and the
expiration of one in connection with the other's exercise will not restore shares to the Plan;
any Award (i) expires or is terminated, surrendered or canceled without having been fully exercised or is forfeited in whole or in
part (including as the result of shares of Common Stock subject to such Award being repurchased by the Company at the original issuance
price pursuant to a contractual repurchase right) or (ii) results in any Common Stock not being issued (including as a result of
an SAR that was settleable either in cash or in stock actually being settled in cash), the unused Common Stock covered by such Award shall
again be available for the grant of Awards; provided, however, that (1) in the case of Incentive Stock Options,
the foregoing shall be subject to any limitations under the Code, (2) in the case of the exercise of an SAR, the number of shares
counted against the shares available under the Plan shall be the full number of shares subject to the SAR multiplied by the percentage
of the SAR actually exercised, regardless of the number of shares actually used to settle such SAR upon exercise and (3) the shares
covered by a Tandem SAR shall not again become available for grant upon the expiration or termination of such Tandem SAR; and
of Common Stock delivered (either by actual delivery, attestation, or net exercise) to the Company by a Participant to (i) purchase
shares of Common Stock upon the exercise of an Award or (ii) satisfy tax withholding obligations (including shares retained from
the Award creating the tax obligation) shall be added back to the number of shares available for the future grant of Awards.
Awards. In connection with a merger or consolidation of an entity with the Company or the acquisition by the Company of property or
stock of an entity, the Board may grant Awards in substitution for any options or other stock or stock-based awards granted by such entity
or an affiliate thereof. Substitute Awards may be granted on such terms as the Board deems appropriate in the circumstances, notwithstanding
any limitations on Awards contained in the Plan. Substitute Awards shall not count against the overall share limit set forth in Section 4(a),
except as may be required by reason of Section 422 and related provisions of the Code.
The Board may grant options to purchase Common Stock (each, an "Option") and determine the number of shares
of Common Stock to be covered by each Option, the exercise price of each Option and the conditions and limitations applicable to the exercise
of each Option, including conditions relating to applicable federal or state securities laws, as it considers necessary or advisable.
Stock Options. An Option that the Board intends to be an "incentive stock option" as defined in Section 422 of the
Code (an "Incentive Stock Option") shall only be granted to employees of the Company (formerly known as Sesen
Bio, Inc.), any of the Company's present or future parent or subsidiary corporations as defined in Sections 424(e) or
(f) of the Code, and any other entities the employees of which are eligible to receive Incentive Stock Options under the Code, and
shall be subject to and shall be construed consistently with the requirements of Section 422 of the Code. An Option that is not intended
to be an Incentive Stock Option shall be designated a "Nonstatutory Stock Option." The Company shall have no
liability to a Participant, or any other party, if an Option (or any part thereof) that is intended to be an Incentive Stock Option is
not an Incentive Stock Option or if the Company converts an Incentive Stock Option to a Nonstatutory Stock Option.
Price. The Board shall establish the exercise price of each Option and specify the exercise price in the applicable Option agreement.
The exercise price shall be not less than 100% of the fair market value per share of Common Stock, as determined by (or in a manner approved
by) the Board ("Fair Market Value"), on the date the Option is granted; provided that if the