Appendix C
ONCONOVA THERAPEUTICS, INC.
AMENDMENT NO. 2020-1 TO
2018 OMNIBUS INCENTIVE COMPENSATION PLAN,
AS AMENDED AND RESTATED, EFFECTIVE JUNE 17, 2019
June 10, 2020
WHEREAS, Onconova Therapeutics., a Delaware corporation (the “Company”), maintains the Onconova Therapeutics, Inc. 2018 Omnibus Incentive Compensation Plan, as amended and restated effective June 17, 2019 (the “Plan”), for the benefit of certain employees, consultants, advisors, and members of the Board of Directors of the Company (the “Board’);
WHEREAS, pursuant to Section 17(a) of the Plan, the Board may amend the Plan at any time, subject to stockholder approval if such stockholder approval is required to comply with the Internal Revenue Code of 1986, as amended, or other applicable law, or to comply with applicable stock exchange requirements; and
WHEREAS, the Board has approved this Amendment 2020-1 to the Plan, effective June 26, 2020, subject to approval by the Company’s stockholders.
NOW, THEREFORE, in accordance with the foregoing, the Plan shall be, and hereby is, amended, effective June 26, 2020, subject to approval by the Company’s stockholders, as follows:
1.
Section 1(f)(v) of the Plan is hereby deleted in its entirety and replaced with the following:
“(v)
the following individuals cease for any reason to constitute a majority of the Board: individuals who, as of the June 26, 2020 (“2020 Amendment Date”), constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including, but not limited to, a consent solicitation relating to the election of directors of the Company) whose appointment or election by the Board or nomination for election by the Company’s stockholders was approved and recommended by a vote of at least two-thirds of the directors then still in office who either were directors on the 2020 Amendment Date or whose appointment, election or nomination for election was previously so approved or recommended.”
2.
Section 3(b) of the Plan is hereby deleted in its entirety and replaced with the following:
“(b)
Minimum Vesting. Awards granted under the Plan shall include vesting schedules that provide that no portion of an Award will vest earlier than one year from the date of grant. However, subject to adjustments made in accordance with Section 4(e) below, up to five percent (5%) of the shares of Common Stock subject to the share reserve set forth in Section 4(a) as of the 2020 Amendment Date may be granted without regard to the minimum vesting requirement.”
3.
Section 4(a) of the Plan is hereby deleted in its entirety and replaced with the following:
“(a)
Shares Authorized. Subject to adjustment as described below in Sections 4(b) and 4(e), the maximum aggregate number of shares of Common Stock that may be issued or transferred under the Plan with respect to Awards made on and after the 2020 Amendment Date shall be 12,508,291 shares, which is equal to the sum of the following: (i) 12,500,000 shares of Common Stock, plus (ii) 8,291 shares, which is the number of shares of Common Stock reserved for issuance under the Plan that remain available for grant under the Plan as of May 31, 2020. In addition, and subject to adjustment as described below in Sections 4(b) and 4(e), shares of Common Stock subject to outstanding Awards granted under the Plan prior to May 31, 2020 and shares of Common Stock subject to outstanding grants under the Prior Plan that terminate, expire or are cancelled, forfeited, exchanged or surrendered without having been exercised, vested or paid in shares after May 31, 2020 shall be added to the share reserve under the Plan. The number of shares set forth in clause (ii) above will be reduced by the number of shares subject to Awards made under the Plan after May 31, 2020 and before the 2020 Amendment Date. The aggregate number of shares of Common Stock that may be issued or transferred under the Plan pursuant to Incentive Stock Options granted on and after the 2020 Amendment Date shall not exceed 12,508,291 shares of Common Stock.”