Full Press Release Details
AMENDED AND RESTATED LANTERN PHARMA INC.
2018 EQUITY INCENTIVE PLAN
Establishment. On August 29, 2018, the Board of Directors of Lantern Pharma Inc. adopted the Lantern Pharma
Inc. 2018 Equity Incentive Plan. The Lantern Pharma Inc. 2018 Equity Incentive Plan was approved by the Lantern Pharma Inc. shareholders
on August 29, 2018. On December 17, 2018, the Board of Directors of Lantern Pharma Inc. approved amendments to the Lantern Pharma
Inc. 2018 Equity Incentive Plan, which amendments were approved by the shareholders of Lantern Pharma Inc. effective August 7,
2019. In connection with the change in the state of incorporation of Lantern Pharma Inc. from Texas to Delaware in January 2020,
the Lantern Pharma Inc. 2018 Equity Incentive Plan, as amended and restated, was assumed by Lantern Pharma Inc., a Delaware corporation
(the "Corporation"). Further amendments to the Lantern Pharma Inc. 2018 Equity Incentive Plan, as amended and restated,
were approved by the Corporation's Board of Directors ("Board") on February 26, 2020 and by the stockholders
of the Corporation effective June 3, 2020. On August 19, 2020, the Board approved this Amended and Restated Plan containing the
previously approved amendments described above.
Purpose. The purpose of the Plan is to (a) promote the best interests of the Corporation and its shareholders
by encouraging Employees, non-Employee Directors and Consultants of the Corporation and its Subsidiaries to acquire an ownership
interest in the Corporation by granting stock-based Awards, thus aligning their interests with those of shareholders, and (b) enhance
the ability of the Corporation and its Subsidiaries to attract, motivate and retain qualified Employees, non-Employee Directors
Plan Duration. The Plan became effective on August 29, 2018 and shall continue in effect until its termination
by the Board; provided, however, that no new Awards may be granted on or after August 28, 2028.
Definitions. As used in this Plan, the following terms have the meaning described below:
"Administrator" means the Board, unless the Board has appointed a committee to administer the Plan.
"Agreement" means the written document that sets forth the terms of a Participant's Award.
"Award" means any form of Option, Restricted Stock, Restricted Stock Unit, Performance Award or Stock
Bonus Award granted under the Plan.
"Board" means the Board of Directors of the Corporation.
"California Participant" means a Participant with one or more Awards issued in reliance on Section
25102(o) of the California Corporations Code.
"Cause" means (i) if the Employee is a party to a written employment agreement with the Corporation
or a Subsidiary, "Cause" as defined in such agreement, as in effect from time to time, and (ii) in all other cases,
(A) Employee's continued failure substantially to perform Employee's duties to the Corporation or its affiliates (other
than as a result of total or partial incapacity due to physical or mental illness) for a period of 10 days following written notice
by the Corporation to Employee of such failure, (B) dishonesty in the performance of Employee's duties hereunder, (C) Employee's
conviction of, or plea of nolo contendere to a crime constituting (x) a felony under the laws of the United States or any state
thereof, or (y) a misdemeanor involving moral turpitude, (D) Employee's willful malfeasance or willful misconduct in connection
with Employee's duties hereunder or any act or omission which is injurious to the financial condition or business reputation
of the Corporation or its affiliates, or (E) Employee's breach of any non-compete or confidentiality obligations to the Corporation
"Change in Control" means the occurrence of any of the following events:
If any one person, or more than one person acting as a group (as defined in Code Section 409A and regulations thereunder),
acquires ownership of voting stock of the Corporation that, together with other voting stock held by such person or group, constitutes
more than fifty percent (50% ) of the total fair market value or total voting power of the capital stock of the Corporation (measured
on an as converted basis giving pro forma effect to the conversion of any outstanding convertible preferred stock into common stock,
but not assuming the exercise of any warrant or option to purchase such shares, and giving effect to the voting rights of any outstanding
shares of capital stock on matters submitted to the shareholders generally). However, if any one person or more than one person
acting as a group, is considered to own more than fifty percent (50%) of the total fair market value or total voting power of the
capital stock of the Corporation, the acquisition of additional stock by the same person or persons is not considered to cause
a Change in Control, or to cause a change in the effective control of the Corporation (within the meaning of Code Section 409A
and regulations thereunder). An increase in the percentage of capital stock owned by any one person, or persons acting as a group,
as a result of a transaction in which the Corporation acquires its stock in exchange for property shall be treated as an acquisition
of stock for purposes of this Section. This paragraph applies only when there is a transfer of stock of the Corporation (or issuance
of stock of the Corporation) and stock in such Corporation remains outstanding after the transaction;
If a majority of members on the Corporation's Board is replaced during any 12-month period by Directors whose appointment
or election is not endorsed by a majority of the members of the Corporation's Board prior to the date of the appointment
or election (provided that for purposes of this paragraph, the term Corporation refers solely to the "relevant corporation,"
as defined in Code Section 409A and regulations thereunder, for which no other corporation is a majority shareholder); or
If there is a change in the ownership of a substantial portion of the Corporation's assets, which shall occur on the
date that any one person, or more than one person acting as a group (within the meaning of Code Section 409A and regulations thereunder)
acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons)
assets from the Corporation that have a total gross fair market value equal to or more than forty percent (40%) of the total gross
fair market value of all of the assets of the Corporation immediately prior to such acquisition or acquisitions. For this purpose,
gross fair market value means the value of the assets of the Corporation, or the value of the assets being disposed of, determined
without regard to any liabilities associated with such assets.
"Common Stock" means shares of the Corporation's authorized common stock.
"Consultant" means a consultant or advisor (other than as an Employee or member of the Board) to
the Corporation or a Subsidiary; provided that such person (i) renders bona fide services that are not in connection with the offer
and sale of the Corporation's securities in a capital-raising transaction, and (ii) does not promote or maintain a market
for the Corporation's securities.
"Corporation" means Lantern Pharma Inc., a Delaware corporation.
"Director" means an individual, other than an Employee, who has been elected or appointed to serve
as a member of the Board. For purposes of clarity, a Director may include a representative of an entity with a financial interest
in the Corporation, in which case settlement of an Award to a Director in such capacity may be issued or payable directly to the
represented entity (or an affiliate entity of such represented entity), if approved by the Administrator and in compliance with
applicable federal and state securities laws and regulations in effect at such time.
"Disability" means total and permanent disability, as defined in the Corporation's long-term
disability benefits program, if any, as in effect from time to time or in the event no such program is in place means that the
Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental
impairment, as determined under procedures established from time to time by the Administrator; provided, however, that for purposes
of a Code Section 409A distribution event, "disability" shall be defined under Code Section 409A and regulations thereunder.
See Addendum A for special disability provisions related to California Particpants.
"Dividend Equivalent" means a credit, made at the discretion of the Board or as otherwise provided
by the Plan, to the account of a Participant in an amount equal to the cash dividend paid on one share of Common Stock for each
share of Common Stock represented by an Award held by such Participant. Dividend Equivalents shall not be paid on Option Awards.
"Employee" means an individual who has an "employment relationship" with the Corporation
or a Subsidiary, as defined in Treasury Regulation 1.421-1(h), and the term "employment" means employment with the Corporation
or a Subsidiary, as applicable.
"Exchange Act" means the Securities Exchange Act of 1934, as amended.
"Fair Market Value" means as of any date, the per share fair market value of the Common Stock (or
other applicable security, payment or consideration as the case may be), in accordance with Code Section 409A and Regulations thereunder,
which shall be determined by the Administrator in good faith on such basis as it deems appropriate and applied consistently with
respect to Participants. If shares of the Corporation are Listed Securities, the determination of Fair Market Value shall be based
on the per share closing price as reported in the Wall Street Journal for the applicable date.
"Grant Date" means the date on which the Administrator authorizes an Award, or such later date as
shall be designated by the Administrator.
"Incentive Stock Option" means an Option granted pursuant to Article II that is intended to meet
the requirements of Code Section 422.
"Listed Security" means any security of the Corporation that is listed or approved for listing on
a Stock Exchange, or designated or approved for designation as a national market system security or an independent quotation system
by the National Association of Securities Dealers, Inc.
"Nonqualified Stock Option" means an Option granted pursuant to Article II that is not an Incentive
"Option" means either an Incentive Stock Option or a Nonqualified Stock Option.
"Participant" means an Employee, Director or Consultant, who is designated by the Administrator to
participate in the Plan.