2007 STOCK INCENTIVE PLAN
The purpose of this 2007 Stock Incentive Plan (the “Plan”) of CuraGen Corporation, a Delaware corporation (the
“Company”), is to advance the interests of the Company’s stockholders by enhancing the Company’s ability to attract, retain
and motivate persons who are expected to make important contributions to the Company and by providing such persons with
equity ownership opportunities and performance-based incentives that are intended to better align the interests of such
persons with those of the Company’s stockholders. Except where the context otherwise requires, the term “Company” shall
include any of the Company’s present or future parent or subsidiary corporations as defined in Sections 424(e) or (f) of the
Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder (the “Code”) and any other business
venture (including, without limitation, joint venture or limited liability company) in which the Company has a controlling
interest, as determined by the Board of Directors of the Company (the “Board”).
All of the Company’s employees, officers, directors, consultants and advisors are eligible to be granted options, stock
appreciation rights, restricted stock, restricted stock units and other stock-based awards (each, an “Award”) under the Plan.
Each person who receives an Award under the Plan is deemed a “Participant”.
3. Administration and Delegation
(a) Administration by Board of Directors . The Plan will be administered by the Board. The Board shall have authority to
grant Awards and to adopt, amend and repeal such administrative rules, guidelines and practices relating to the Plan as it shall
deem advisable. The Board may construe and interpret the terms of the Plan and any Award agreements entered into under the
Plan. The Board may correct any defect, supply any omission or reconcile any inconsistency in the Plan or any Award in the
manner and to the extent it shall dee