PDS Biotechnology Corporation Change of Control Severance Plan effective as of March 14, 2022

Purpose of the Plan

Effective Date

Administration

The Committee shall act as the plan administrator and the “named fiduciary” of the Plan for purposes of ERISA.  Before a Change in Control, the Committee has sole and absolute discretion and authority to administer the Plan, including the sole and absolute discretion and authority to:

adopt such rules as it deems advisable in connection with the administration of the Plan, and to construe, interpret, apply and enforce the Plan and any such rules and to remedy ambiguities, errors, or omissions in the Plan;

determine eligibility, entitlement to benefits, and any other terms of the Plan applicable to the Participants, including, but not limited to, the Severance Period, amount and method of payment, and a Participant’s continued entitlement to benefits under the Plan;

act under the Plan on a case-by-case basis; and

delegate its authority under the Plan to any officer, employee, or group of officers and/or employees of the Company.

The Committee’s determinations are final, conclusive, and binding on all parties affected by its determinations.  The Committee’s decisions under the Plan need not be uniform with respect to similarly situated Participants.

If any person with administrative authority becomes eligible or makes a claim for Plan benefits, that person will have no authority with respect to any matter specifically affecting his or her individual interest under the Plan, and the Committee will designate another person to exercise such authority.

Notwithstanding anything in the Plan to the contrary, after a Change in Control, neither the Committee nor any other person or entity shall have discretionary authority in the administration of the Plan, and any court or tribunal that adjudicates any dispute, controversy or claim in connection with any severance benefits under the Plan will apply a de novo standard of review to any determinations made by the Committee following such Change in Control.  Such de novo standard shall apply notwithstanding the grant of full discretion hereunder to the Committee or any person or entity or characterization of any decision by the Committee or by such person or entity as final, binding, or conclusive on any party.

Eligibility

Entitlement to Severance Benefits

After a Change in Control. Subject to Section 5(c), if a Participant’s employment with the Company is terminated within twenty-four (24) months after a Change in Control by the Company for reasons other than Cause, death, or Disability severance benefits shall be provided to the Participant as specified under Section 6, subject to, and contingent on, the Participant’s satisfaction of the requirements of Section 7(a) and Section 7(c).

Termination Due to Death or Disability. If a Participant’s employment with the Company is terminated after the Effective Date due to the employee’s death or Disability, no severance benefits shall be provided to a Participant whose employment with the Company is terminated after the Effective Date due to the employee’s death or Disability.

Employment with Successor. Notwithstanding anything to the contrary under the Plan, no severance benefits shall be paid under the Plan to a Participant who is offered or continues to have Comparable Employment by an entity that purchases the equity or assets of the Company (or a business unit of the Company) or, following a Change in Control, by a successor to the Company. “Comparable Employment” is determined based on the facts and circumstances in each case, but means employment with duties, responsibilities, Base Salary, annual short-term incentive opportunity, benefits and location that are similar in the aggregate to the Participant’s employment with the Company immediately before the transaction or Change in Control. The Administrator has the sole discretion to determine whether an offer or continued employment is Comparable Employment.  For the avoidance of doubt, a Participant who accepts Comparable Employment with a successor to the Company following a Change in Control remains entitled to receive severance benefits if the Participant’s employment is terminated as specified under Section 5(a).

Severance Benefits

Accrued Compensation. The Company shall pay to the Participant the sum of (i) the Participant’s Base Salary through the Severance Date, and (ii) any accrued but unused paid time off, in each case, payable in a lump sum cash payment on or within 30 days after termination of employment.

Severance Pay Calculation.  If the Participant is entitled to severance pursuant to Section 5(a) of the Plan, then the Company shall pay to the Participant severance in an amount based on the Participant’s employment classification in accordance with the table below (the “Severance Period”), so long as a Release (as defined below) is signed by the Participant and returned to the Company in accordance with the timing requirements provided in the Release after the Participant’s Severance Date and the Participant does not revoke such Release.  The employment classification of any Participant shall be determined by the Company, in its discretion, based on the employee’s position relevant to the job grading system in place for the Company.

If a Participant is terminated in connection with Section 5(a) of the Plan, the severance pay shall be equal to the Months of Pay Following a Change in Control, subject to the Company’s discretion.  Additionally, if a Participant at the Vice President level is terminated in connection with Section 5(a) of the Plan, they shall receive (A) one hundred percent (100%) of the annual bonus (if any) that was earned during the calendar year immediately prior to the year in which the Severance Date occurs that has not yet been paid, and  (B) a pro-rata amount equal to the target annual bonus (if any) that the Participant would have earned during the calendar year in which the Severance Date occurs with respect to any performance period during which the Participant continued to provide services prior to the Severance Date calculated based on the Participant’s termination date.

In the event the Company (or any surviving or acquiring corporation) terminates Participant’s employment without Cause within twenty-four (24) months following the effective date of a Change in Control, and in the event that Participant’s outstanding equity as of the closing of such Change in Control is assumed or continued (in accordance with its terms) by the surviving entity in such Change in Control, then 100% of the unvested portion of such equity shall become vested.

Severance Pay Timing.  If a Participant is terminated in connection with Section 5(a) of the Plan, the severance pay shall be paid in a one-time lump sum cash payment.  The severance pay shall be paid no more than sixty (60) calendar days following the date on which the Release the employee executed has become fully effective and non-revocable if paid as a lump sum payment.

Health Benefit Continuation.  If a Participant is eligible for and timely elects to continue medical, dental and/or vision benefits under the continuation health coverage provisions of the Consolidated Omnibus Reconciliation Act of 1985, as amended, or other similar law (“COBRA”) after his or her Severance Date in accordance with Company’s group health, dental, and vision plans (the “Health Plans”), except as otherwise provided below, the Company shall reimburse the portion of the Participant’s COBRA premium that exceeds the amount of the premium paid by active employees for the same coverage (the “COBRA Subsidy”) during the Severance Period (the “COBRA Period”).  At the end of the COBRA Period, a Participant may continue COBRA coverage at the employee’s entire expense, as applicable.  Notwithstanding any other provision of this Plan, the Company’s COBRA Subsidy shall cease on the date on which the employee becomes eligible for healthcare insurance coverage from another employer.  Each employee is obligated to notify the Company within at least five (5) business days of becoming eligible for healthcare insurance coverage from another employer.  The failure of an employee to timely provide this notice will result in him or her forfeiting the COBRA Subsidy under this Plan, although the employee will remain eligible for COBRA without the subsidy.  This Plan is not to be interpreted to expand an employee’s health care continuation rights under COBRA.  That is, continuation coverage under this Plan will run concurrent with (and not consecutive to) COBRA continuation coverage.  The Company may include the COBRA Subsidy in the employee’s taxable income if the Company determines it is advisable for tax reasons.

Other Terms and Conditions of Eligibility

Waiver and Release of Claims. As a condition to receiving severance benefits under the Plan, each Participant shall be required to timely return (and not revoke or violate the terms of), a signed, dated Confidential Separation and General Release of Claims Agreement (the “Release”), in a form which will be provided to the employee on or about his or her Severance Date. In no case will payments be made or begin before the end of any revocation period required by applicable law or regulation in connection with any release or waiver that the Participant is asked to sign.

At-Will Employment.  Each Participant is employed by the Company on an “at-will” basis and nothing in this Plan shall give any Participant any right to continue in the employ of the Company. A Participant shall have no rights under the Plan if the Participant’s employment terminates for any reason other than one for which a benefit may be paid under the Plan.  The records of the Company with respect to employment history, Base Salary, absences, and all other relevant matters shall be conclusive for all purposes of this Plan.

Completion of Employment. To receive severance benefits under the Plan, the Participant must (i) timely return (and not revoke or violate the terms of), a signed, dated Proprietary Information Agreement, (ii) continue to work until the Participant’s services are no longer required by the Company, (ii) perform all transition and other matters required of the Participant by the Company or successor prior to his or her Severance Date, and (iii) return any Company property which has come into the employee’s possession on or before employee’s Severance Date.

Nonduplication; No Impact on Benefits.

Payments to a Participant under the Plan shall be in lieu of any severance or similar payments that otherwise might be payable under any plan, program, policy or agreement sponsored by the Company that provides severance benefits to employees upon termination of employment. Any Participant with an employment or similar agreement negotiated at arm’s length with the Company that includes severance benefits shall be entitled to receive the benefits provided under such agreement, and shall not be entitled to receive any payments under the Plan.

Benefits payable under the Plan will not increase or decrease the benefits otherwise available to a Participant under any company-sponsored retirement plan, welfare plan or any other employee benefit plan or program, unless otherwise expressly provided for in any particular plan or program.

Any severance benefits under the Plan shall be reduced by the amount of any payment required by the Company to the Participant due to insufficient advance notice of employment loss or otherwise required by law due to the termination of employment.

Benefit Claims

Initial Claim. Any claims concerning eligibility, participation, benefits or other aspects of the Plan must be submitted in writing and directed to the Administrator, within 90 days after the communication of the determination that is the basis of the claim. Within 90 days after receiving a claim, the Administrator will (i) either accept or deny the claim completely or partially, and (ii) notify the Participant of acceptance or denial of the claim. If a claim is partially or wholly denied, the Administrator will provide a written denial to the Participant no later than 90 days after receipt of the initial claim request. The written denial shall include specific reasons for the denial, specific references to the Plan provisions upon which the denial was based, a description of any additional material or information necessary for the Participant to perfect the claim, an explanation of why such material is necessary, and instructions on the Plan’s claim review procedure. If the Administrator requires additional time to process a claim because of special circumstances, the Administrator, in its sole discretion, may extend the period 90 additional days. The Administrator must notify the Participant of any such extension prior to the expiration of the 90‑day period commencing from the date the Administrator first received written submission of the claim.

Appeals. The Participant may request in writing to the Committee a review of a denied claim within 60 days after receipt of such denial. Such written request must contain an explanation as to why the Participant is seeking a review. For purposes of the review, the Participant has the right to (i) submit written comments, documents, records and other information relating to the claim for benefits; (ii) request, free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claim for benefits; and (iii) a review that takes into account all comments, documents, records, and other information the Participant submitted relating to the claim, regardless of whether the information was submitted or considered in the initial decision. A decision on such review will be rendered in writing within 60 days after the Committee’s receipt of a request for review, unless special circumstances require an extension of time for processing, in which case a decision will be rendered as soon as possible, but no later than 60 days after receipt of the request for review provided that written notice is provided to the Participant or the Participant’s authorized representative before the extension commences. A written notice affirming the denial of a claim will set forth the specific reasons for the decision and make specific reference to Plan provisions upon which the decision or appeal is based and a statement describing the Participant’s right to bring an action under Section 502(a) of ERISA. In preparation for filing such a request for review, the Participant or the Participant’s authorized representative may review pertinent plan documents, and as part of the written request for review, may submit issues and comments concerning the claim. No claim may be brought before or submitted to a court of law or other governmental entity unless and until the claims process under this Section 8 has been exhausted.

General

Amendment and Termination of the Plan. The Administrator may amend this Plan, in whole or in part, or discontinue or terminate this Plan at any time for any reason. If the Administrator amends the Plan to eliminate benefits for some or all employees, or terminates the Plan, the rights of an employee covered under the Plan are limited to the payments made prior to the amendment or termination of the Plan. The termination, amendment or modification of the Plan shall be effected by a document in writing.

Funding. Benefits payable under the Plan will be paid only from the general assets of the Company. The Plan does not create any right to, or interest in, any specific assets of the Company.

No Mitigation. The Participant shall not be obligated to seek other employment in mitigation of the amounts payable under any provision of the Plan, and the obtaining of such other employment shall not affect any reduction of the Company’s obligations to pay the severance benefits provided hereunder.

Withholding. The Company may withhold from any payments made under the Plan all federal, state, local or other taxes required pursuant to any law or governmental regulation or ruling.

Successors. All rights under the Plan are personal to the Participant and without the prior written consent of the Committee shall not be assignable by the Participant. The Plan shall inure to the benefit of and be enforceable by the Participant’s legal representative. The Plan shall inure to the benefit of, and be binding upon, the Company and its successors and assigns. Any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company shall be required to assume expressly and agree to perform the obligations set forth in the Plan in the same manner and to the same extent as the Company would be required to perform.

Governing Law. The Plan and all determinations made and actions taken pursuant to the Plan shall be governed by the substantive laws, but not the choice of law rules, of the State of Delaware, except as preempted by ERISA or other applicable United States federal law.

Severability. If any provision of the Plan is declared illegal, invalid or otherwise unenforceable by a court of competent jurisdiction, the provision shall be reformed, if possible, to the extent necessary to render it legal, valid and enforceable, or otherwise deleted, and the remainder of the terms of the Plan shall not be affected except to the extent necessary to reform or delete such illegal, invalid or unenforceable provision.

Transfer. An employee’s benefits under this Plan shall be nontransferable, except by will or by the laws of descent and distribution and except insofar as applicable law may otherwise require. Subject to the foregoing, no right, benefit or interest hereunder shall be subject to anticipation, alienation, sale, assignment, encumbrance, charge, pledge, hypothecation or set off in respect to any claim, debt or obligation or to execution, attachment, levy, or similar process, or assignment by operation of law, and any attempts, voluntary or involuntary, to effect any such action shall, to the full extent permitted by law, be null, void and of no effect.

Beneficiaries. If a Participant receiving or otherwise entitled to receive severance pay under this Plan dies before receiving all of his or her severance pay under the Plan, any remaining severance pay will be paid to the appointed beneficiary, administrator, executor or personal representative of the employee’s estate in a lump sum payment within 30 days following the Company’s receipt of proof of death.  The payments will completely discharge the Company’s obligations under this Plan.  The Company will make reasonable efforts to determine an employee’s whereabouts or the identity and whereabouts of an employee’s beneficiary, including mailing a notice to the last known address in the Company’s records.  If the Company still cannot determine the identity or whereabouts of the employee or his or her beneficiary, all outstanding payments will be forfeited six (6) months after the due date.

Notices. Notices and all other communications provided for under the Plan shall be in writing and shall be deemed to have been duly given when personally delivered or when mailed by United States certified mail, return receipt requested, or by overnight courier, postage prepaid, to PDS’s corporate headquarters address, to the attention of the Administrator, or to the Participant at the home address most recently communicated by the Participant to the Company in writing.

Section 409A.

The Plan is intended to comply with, or otherwise be exempt from Section 409A.  The preceding provision, however, shall not be construed as a guarantee by the Company of any particular tax effect to a Participant under the Plan. The Company shall not be liable to a Participant for any payment made under the Plan which is determined to result in an additional tax, penalty or interest under Section 409A, nor for reporting in good faith any payment made under the Plan as an amount includible in gross income under Section 409A.

“Termination of employment,” or words of similar import, as used in this Plan means, for purposes of any payments under this Plan that are payments of deferred compensation subject to Section 409A, the Participant’s “separation from service” as defined in Section 409A.  For purposes of Section 409A, the right to a series of installment payments under this Plan shall be treated as a right to a series of separate payments.  For purposes of Section 409A, this Plan is intended to meet the separation pay exception or short-term deferral exception.

If the severance is considered deferred compensation subject to Section 409A, and the period during which a Participant has discretion to execute or revoke the Release straddles two taxable years of the Participant, then the Company shall begin making the payment in the second of such taxable years, regardless of which taxable year the Participant actually delivers the Release to the Company.

If a payment obligation under the Plan arises on account of a Participant’s termination of employment while a “specified employee” (as defined under Section 409A and the regulations thereunder), any payment of “deferred compensation” (as defined under Treasury Regulation section 1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation sections 1.409A-1(b)(3) through (b)(12)) shall be made within 15 days after the end of the six-month period beginning on the date of such termination of employment or, if earlier, within 15 days after appointment of the personal representative or executor of the Participant’s estate following the death of the Participant.

Definitions

Summary Plan Description Provisions