BOLT BIOTHERAPEUTICS, INC.
(FKA BOLT THERAPEUTICS, INC.)
AMENDED AND RESTATED 2015 EQUITY INCENTIVE PLAN
ORIGINAL PLAN ADOPTED BY THE BOARD OF DIRECTORS: APRIL 20, 2015
ORIGINAL PLAN APPROVED BY THE STOCKHOLDERS: APRIL 20, 2016
AMENDED AND RESTATED PLAN ADOPTED BY THE BOARD OF DIRECTORS: SEPTEMBER 17, 2016
AMENDED AND RESTATED PLAN ADOPTED BY THE STOCKHOLDERS: SEPTEMBER 21, 2016
AMENDED AND RESTATED PLAN ADOPTED BY THE BOARD OF DIRECTORS: JULY 25, 2018
AMENDED AND RESTATED PLAN ADOPTED BY THE STOCKHOLDERS: JULY 25, 2018
AMENDED AND RESTATED PLAN ADOPTED BY THE BOARD OF DIRECTORS: JUNE 26, 2019
AMENDED AND RESTATED PLAN ADOPTED BY THE STOCKHOLDERS: JUNE 28, 2019
AMENDED AND RESTATED PLAN ADOPTED BY THE BOARD OF DIRECTORS: JUNE 26, 2020
AMENDED AND RESTATED PLAN ADOPTED BY THE STOCKHOLDERS: JUNE 28, 2020
AMENDED BY THE COMPENSATION COMMITTEE: SEPTEMBER 3, 2020
1. PURPOSE. The purpose of this Plan is to provide incentives to attract, retain and motivate eligible persons whose present and potential contributions are important to the success of the Company, its Parent and Subsidiaries by offering eligible persons an opportunity to participate in the Companys future performance through the grant of Awards covering Shares. Capitalized terms not defined in the text are defined in Section 14 hereof. Although this Plan is intended to be a written compensatory benefit plan within the meaning of Rule 701, grants may be made pursuant to this Plan that do not qualify for exemption under Rule 701 or Section 25102(o). Any requirement of this Plan that is required in law only because of Section 25102(o) need not apply if the Committee so provides.
2. SHARES SUBJECT TO THE PLAN.
2.1 Number of Shares Available. Subject to Sections 2.2 and 11 hereof, the total number of Shares reserved and available for grant and issuance pursuant to this Plan will be 4,287,677 Shares. Subject to Sections 2.2 and 11 hereof, Shares subject to Awards that are cancelled, forfeited, settled in cash, used to pay withholding obligations or pay the exercise price of an Option or that expire by their terms at any time will again be available for grant and issuance in connection with other Awards. In the event that Shares previously issued under the Plan are reacquired by the Company pursuant to a forfeiture provision, right of first refusal, or repurchase by the Company, such Shares shall be added to the number of Shares then available for issuance under the Plan. At all times the Company will reserve and keep available a sufficient number of Shares as will be required to satisfy the requirements of all Awards granted and outstanding under this Plan. In no event shall the total number of Shares issued (counting each reissuance of a Share that was previously issued and then forfeited or repurchased by the Company as a separate issuance) under the Plan upon exercise of ISOs exceed 8,575,355 Shares (adjusted in proportion to any adjustments under Section 2.2 hereof) over the term of the Plan (the ISO Limit). Subject to Sections 2.2 and 11 hereof, in the event that the number of Shares reserved for issuance under the Plan is increased, the ISO Limit shall be automatically increased by such number of Shares such that the ISO Limit equals (a) two (2) multiplied by (b) the number of Shares reserved for issuance under the Plan.