Amendments, Modifications and Termination
Our Board may, at any time, amend, suspend or terminate the 2018 Plan, but the Board may not impair the rights of holders of
outstanding awards without the holders consent. No amendment to the 2018 Plan may be made without consent of our stockholders. In the event that an award is granted to a person residing outside of the United States, the Board may, at its
discretion, modify the terms of the agreement to comply with the laws of the country of which the eligible individual is a resident. The 2018 Plan will terminate 10 years after its effective date.
2014 Stock Incentive Plan
In February 2014, our Board adopted the 2014 Plan, which became effective in May 2014 when the 2014 Plan was approved by our
stockholders at the 2014 annual meeting of stockholders. Amendments adding additional shares to the 2014 Plan were approved by our stockholders at the 2016 annual meeting of stockholders and the 2017 annual meeting of stockholders. Following
adoption of the 2018 Plan, no additional shares will be issued under the 2014 Plan.
Administration.
The Compensation Committee administers the 2014 Plan and makes all determinations that it deems necessary or advisable for the administration of the 2014 Plan.
Transferability of Awards. Awards are non-transferable other than by
will or by the laws of descent and distribution or as otherwise expressly allowed by the Compensation Committee pursuant to a gift to members of an eligible persons immediate family. The gift may be directly or indirectly transferred, by means
of a trust, partnership, or otherwise. Stock options and SARs may be exercised only by the optionee, any such permitted transferee or a guardian, legal representative or beneficiary.
Change of control. If there is a change in control of our company, any award that is not exercisable and
vested may immediately become exercisable and vested in the sole and absolute discretion of the Compensation Committee. Vested awards will be deemed earned and payable in full. The Compensation Committee may also terminate the awards, entitling
participants to a cash payment. If our company is liquidated or dissolved, awards may also be converted into the right to receive liquidation proceeds. In the event that the Compensation Committee does not terminate or convert an award upon a change
of control, then the award will be assumed, or substantially equivalent awards will be substituted, by the acquiring or succeeding corporation.
Amendments, Modifications and Termination. Our Board may, at any time, amend, suspend or terminate the
2014 Plan, but the Board may not impair the rights of holders of outstanding awards without the holders consent. No amendment to the 2014 Plan may be made without consent of our stockholders. The 2014 Plan will terminate 10 years after its
effective date.
Hedging and Pledging Policies
Our Insider Trading Policy prohibits our executive officers, other employees, non-employee directors
and consultants from engaging in short sales, transactions in put or call options, hedging transactions or other inherently speculative transactions with respect to our ordinary shares at any time. In addition, no officer, director, other employee
or consultant of Catalyst may margin or pledge, or make any offer to margin or pledge, any of our ordinary shares, including without limitation, borrowing against the value of such ordinary shares, at any time.
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