Full Press Release Details
2018 EQUITY INCENTIVE PLAN
ONCOCYTE CORPORATION
Purpose; Eligibility.
1.1 General Purpose.
The name of this plan is the OncoCyte Corporation 2018 Equity Incentive Plan (the "Plan"). The purposes of the
Plan are to (a) enable the Company, to attract and retain the types of Employees, Consultants and Directors who will contribute
to the Company's long range success; (b) provide incentives that align the interests of Employees, Consultants and Directors
with those of the shareholders of the Company; and (c) promote the success of the Company's business.
Recipients. The persons eligible to receive Awards are the Employees, Consultants and Directors of the Company.
1.3 Available Awards.
Awards that may be granted under the Plan include: (a) Incentive Stock Options, (b) Non-qualified Stock Options, (c) Stock Appreciation
Rights, and (d) Stock Awards.
means the requirements related to or implicated by the administration of the Plan under applicable state corporate law, United
States federal and state securities laws, the Code, any stock exchange or quotation system on which the shares of Common Stock
are listed or quoted, and the applicable laws of any foreign country or jurisdiction where Awards are granted under the Plan.
means any right granted under the Plan, including an Incentive Stock Option, a Non-qualified Stock Option, a Stock Appreciation
Right, or a Stock Award.
means a written agreement, contract, certificate or other instrument or document evidencing the terms and conditions of an individual
Award granted under the Plan which may, in the discretion of the Company, be transmitted electronically to any Participant. Each
Award Agreement shall be subject to the terms and conditions of the Plan.
means the Board of Directors of OncoCyte, as constituted at any time.
With respect to any Employee
or Consultant: (a) If the Employee or Consultant is a party to an employment or service agreement with the Company or its Affiliates
and such agreement provides for a definition of Cause, the definition contained therein; or (b) If no such agreement exists, or
if such agreement does not define Cause: (i) the commission of, or plea of guilty or no contest to, a felony or a crime involving
moral turpitude or the commission of any other act involving wilful malfeasance or material fiduciary breach with respect to the
Company or an Subsidiary; (ii) conduct that results in or is reasonably likely to result in harm to the reputation or business
of the Company or any of its Affiliates; (iii) wilful conversion or misappropriation of corporate funds; (iv) gross negligence
or wilful misconduct with respect to the Company or an Subsidiary; or (v) material violation of any state or federal securities
With respect to any Director,
a determination by a majority of the disinterested Board members that the Director has engaged in any of the following:(a) malfeasance
in office; (b) gross misconduct or neglect; (c) false or fraudulent misrepresentation inducing the director's appointment;
(d) wilful conversion or misappropriation of corporate funds; or (e) repeated failure to participate in Board meetings on a regular
basis despite having received proper notice of the meetings in advance.
The Committee, in its absolute
discretion, shall determine the effect of all matters and questions relating to whether a Participant has been discharged for Cause.
(a) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one
or a series of related transactions, of all or substantially all of the properties or assets of the Company and its subsidiaries,
taken as a whole, to any Person that is not a subsidiary of the Company; (b) the date which is 10 business days prior to the consummation
of a complete liquidation or dissolution of the Company; (c) the acquisition by any Person of Beneficial Ownership of 50% or more
(on a fully diluted basis) of either (i) the then outstanding shares of Common Stock of the Company, taking into account as outstanding
for this purpose such Common Stock issuable upon the exercise of options or warrants, the conversion of convertible stock or debt,
and the exercise of any similar right to acquire such Common Stock (the "Outstanding Company Common Stock") or (ii)
the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of
directors (the "Outstanding Company Voting Securities"); provided, however, that for purposes of this Plan, the following
acquisitions shall not constitute a Change in Control: (A) any acquisition by the Company or any Subsidiary, (B) any acquisition
by any employee benefit plan sponsored or maintained by the Company or any subsidiary, (C) any acquisition which complies with
clauses, (i), (ii) and (iii) of subsection (d) of this definition or (D) in respect of an Award held by a particular Participant,
any acquisition by the Participant or any group of persons including the Participant (or any entity controlled by the Participant
or any group of persons including the Participant); or (d) the consummation of a reorganization, merger, consolidation, statutory
share exchange or similar form of corporate transaction involving the Company that requires the approval of the Company's
shareholders, whether for such transaction or the issuance of securities in the transaction (a "Business Combination"),
unless immediately following such Business Combination: (i) more than 50% of the total voting power of (A) the entity resulting
from such Business Combination (the "Surviving Company"), or (B) if applicable, the ultimate parent entity that directly
or indirectly has beneficial ownership of sufficient voting securities eligible to elect a majority of the members of the board
of directors (or the analogous governing body) of the Surviving Company (the "Parent Company"), is represented by the
Outstanding Company Voting Securities that were outstanding immediately prior to such Business Combination (or, if applicable,
is represented by shares into which the Outstanding Company Voting Securities were converted pursuant to such Business Combination),
and such voting power among the holders thereof is in substantially the same proportion as the voting power of the Outstanding
Company Voting Securities among the holders thereof immediately prior to the Business Combination; (ii) no Person (other than any
employee benefit plan sponsored or maintained by the Surviving Company or the Parent Company) is or becomes the Beneficial Owner,
directly or indirectly, of 50% or more of the total voting power of the outstanding voting securities eligible to elect members
of the board of directors of the Parent Company (or the analogous governing body) (or, if there is no Parent Company, the Surviving
Company); and (iii) at least a majority of the members of the board of directors (or the analogous governing body) of the Parent
Company (or, if there is no Parent Company, the Surviving Company) following the consummation of the Business Combination were
Board members at the time of the Board's approval of the execution of the initial agreement providing for such Business Combination.
means the Internal Revenue Code of 1986, as it may be amended from time to time. Any reference to a section of the Code shall be
deemed to include a reference to any regulations promulgated thereunder.
means a committee of the Board appointed by the Board to administer the Plan in accordance with Section 3.3 and
means the common shares, no par value per share, of OncoCyte, or such other securities of the OncoCyte as may be designated by
the Board or Committee from time to time in substitution thereof.
means OncoCyte and any or all of its Subsidiaries.
means any individual who is engaged by the Company to render consulting or advisory services.
"Continuous Service"
means that the Participant's service with the Company, whether as an Employee, Consultant or Director, is not interrupted
or terminated. The Participant's Continuous Service shall not be deemed to have terminated merely because of a change in
the capacity in which the Participant renders service to the Company as an Employee, Consultant or Director or a change in the
entity for which the Participant renders such service (such as a change of employment from one Subsidiary to another Subsidiary),
provided that there is no interruption or termination of the Participant's Continuous Service; provided further
that if any Award is subject to Section 409A of the Code, this sentence shall only be given effect to the extent consistent
with Section 409A of the Code. For example, a change in status from an Employee to a Director will not constitute an interruption
of Continuous Service. The Board or Committee, in its sole discretion, may determine whether Continuous Service shall be considered
interrupted in the case of any leave of absence approved by the Board or Committee, such as sick leave, military leave, or any
other personal or family leave of absence.
means a member of the Board.
means that the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical
or mental impairment; provided, however, for purposes of determining the term of an Incentive Stock Option pursuant to Section
6.10 hereof, the term Disability shall have the meaning ascribed to it under Section 22(e)(3) of the Code. The determination
of whether an individual has a Disability shall be determined by the Board or Committee or under procedures adopted by the Board
or Committee. Except for a determination of Disability within the meaning of Section 22(e)(3) of the Code for purposes of an Incentive
Stock Option, the Board or Committee may rely on any determination that a Participant is disabled for purposes of benefits under
any long-term disability plan maintained by the Company in which a Participant participates.
shall mean the date as of which this Plan is adopted by the Board.
means any person employed by the Company; provided, that, for purposes of determining eligibility to receive Incentive Stock
Options, an Employee shall mean an employee of the Company or a parent corporation within the meaning of Code Section 424. Mere
service as a Director or payment of a director's fee by the Company shall not be sufficient to constitute "employment"
means the Securities Exchange Act of 1934, as amended.
Value" means, as of any date, the value of the Common Stock as determined below. If the Common Stock is listed on any
national stock exchange, inter-dealer quotation system, or over-the-counter market that reports closing prices, including without
limitation, the New York Stock Exchange, NYSE MKT, or the OTC Bulletin Board, the Fair Market Value shall be the closing price