Appendix A
DELCATH SYSTEMS, INC.
2020 OMNIBUS EQUITY INCENTIVE PLAN
(As adopted by Board of Directors on September 30, 2020 and approved by stockholders on November 23, 2020)
(As amended by the Board of Directors on March 30, 2021 and approved by stockholders on May 6, 2021)
(As subsequently amended by the Board of Directors on April
17, 2023, subject to stockholder approval)
1. Purpose. The purpose of the Delcath Systems, Inc. 2020 Omnibus Equity Incentive Plan (the Plan) is to align
the interests of selected Employees, Non-Employee Directors and Consultants with those of Delcath Systems, Inc.s (the Company) stockholders by providing such individuals with long-term
incentive compensation opportunities tied to the performance of the Companys Common Stock. The Plan is intended to advance the interests of the Company and its stockholders by attracting, retaining and motivating key personnel upon whose
judgment, initiative and effort the successful conduct of the Companys business is largely dependent.
The Plan was originally adopted by the
Board of Directors on September 30, 2020 and approved by the stockholders of the Company on November 23, 2020. The Plan was subsequently amended by the Board of Directors on
March 30, 2021 and approved by stockholders of the Company on May 6, 2021. On April
17, 2023, the Board approved an amendment of the Plan in the form set forth herein (the
Amended Plan), subject to, and to be effective upon, the approval of the stockholders of the Company in accordance with the requirements of the laws of the State of Delaware at the Companys 2023 annual stockholders meeting held on June 12, 2023. If the Amended Plan is not so
approved by the stockholders, all provisions of the Plan shall remain effective.
2. Definitions. Certain terms used in the
Plan have the meanings set forth below (capitalized terms used in the Plan that are not defined below have the meanings set forth elsewhere in the Plan):
Affiliate means any Subsidiary and any other corporation or other entity (including, but not limited to, partnerships and joint ventures)
controlling, controlled by, or under common control with, the Company. For this purpose, control (including, with correlative meaning, the terms controlled by and under common control with), as applied to any
Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting or other securities, by contract or otherwise.
Applicable Law means any applicable securities, federal, state, foreign, material local or municipal or other law, statute, constitution,
principle of common law, resolution, ordinance, code, edict, decree, rule, listing rule, regulation, judicial decision, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority
of any governmental or regulatory body or self-regulatory organization (including the Nasdaq Stock Market, the New York Stock Exchange and the Financial Industry Regulatory Authority).
Award means an award under the Plan, including any Incentive Stock Option, a Non-Qualified Option,
Stock Appreciation Right, a Restricted Stock Award, a Restricted Stock Unit Award, a Performance Award, an Other Stock-Based Award or a Cash Award.
Award Agreement means the written agreement entered into between the Participant and the Company setting forth the terms and conditions
applicable to an Award, as provided under Section 5(c). An Award Agreement may, in the discretion of the Committee, be transmitted electronically to any Participant.
Base Price means the price per share of Common Stock subject to a Stock Appreciation Right at which the Stock Appreciation Right may be
exercised or settled.
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