UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the

Securities Exchange Act of 1934

~~(Amendment~~ (Amendment No. )

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☒		~~Definitive Proxy Statement~~

☐		~~Definitive Additional Materials~~

☐		~~Soliciting Material Pursuant to§240.14a-12~~

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material Pursuant to §240.14a-12

Precigen, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than The Registrant)

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PRECIGEN, INC.

20374 Seneca Meadows Parkway

Germantown, Maryland 20876

NOTICE OF ~~2020~~2023 ANNUAL MEETING OF SHAREHOLDERS

To Be Held On June ~~11, 2020~~

8, 2023

To Our Shareholders:

You are cordially invited to attend the ~~2020~~2023 Annual Meeting of Shareholders (the “Annual Meeting”) of Precigen, Inc. (“Precigen,” “we,” “us,” “our,” or the “Company”) to be held in virtual meeting format only at 9:00 a.m., Eastern Time, Thursday, June ~~11, 2020, at the Esperante Conference Center, 222 Lakeview Avenue, West Palm Beach, Florida 33401,~~8, 2023, for the following purposes:

~~to elect the ten nominees named in the accompanying Proxy Statement to the Board of Directors, each to serve aone-year~~ ~~term expiring at the earlier of the next Annual Meeting or until his or her successor is duly elected and qualified;~~

~~to ratify the appointment by the Audit Committee of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020;~~

~~to approve anon-binding~~ ~~advisory resolution approving the compensation of the named executive officers;~~

to approve an amendment to the Precigen, Inc. Amended and Restated 2013 Omnibus Incentive Plan (the “2013 Plan”) to increase the number of shares of common stock which may be subject to awards thereunder by two million; and

~~to transact any other business that may properly be brought before the Annual Meeting or any adjournments or postponements thereof.~~

to elect the nine nominees named in the accompanying Proxy Statement to the Board of Directors, each to serve a one-year term expiring at the earlier of the next Annual Meeting or until his or her successor is duly elected and qualified;

to ratify the appointment by the Audit Committee of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023;

to approve a non-binding advisory resolution approving the compensation of the named executive officers;

to approve the Precigen, Inc. 2023 Omnibus Incentive Plan; and

to transact any other business that may properly be brought before the Annual Meeting or any adjournments or postponements thereof.

To join the meeting webcast, go to www.VirtualShareholderMeeting.com/PGEN2023 shortly before the meeting time and follow the instructions.

As of the date of this notice, we have not received notice of any matters, other than those set forth above, that may properly be presented at the Annual Meeting. If any other matters are properly presented for consideration at the meeting, the persons named as proxies on the proxy card, or their duly constituted substitutes, will be deemed authorized to receive notice on behalf of and to vote the shares represented by proxy or otherwise act on those matters in accordance with their business judgment.

The Board of Directors has fixed the close of business on April ~~24, 2020~~17, 2023 as the record date for determining those shareholders entitled to notice of and to vote at the Annual Meeting. As permitted by rules adopted by the Securities and Exchange Commission, we are furnishing our Proxy Statement and Annual Report on Form10-K for the year ended December 31, ~~2019~~2022 (the ~~“2019~~“2022 Annual Report”)~~, and proxy card~~ over the internet to our shareholders. This means that our shareholders will receive only a notice containing instructions on how to access the proxy materials over the internet. If you would like to receive a paper copy of the proxy materials, the notice contains instructions on how you can request copies of these documents.

Your vote is very important to us. Please read the Proxy Statement and then, regardless of whether you are able to attend the Annual Meeting, vote your shares as promptly as possible. Please ~~see page 3 for information about voting by internet, telephone, mail, or in person at the Annual Meeting. Please~~ note that in the absence of specific instructions as to how to vote, brokers may not vote your shares on the election of directors, thenon-binding proposal to approve the compensation of the named executive officers or the ~~amendment~~proposal to approve the ~~2013 Plan to increase the number of shares of common stock which may be subject to awards thereunder by two million.~~Precigen, Inc. 2023 Omnibus Incentive Plan. You may revoke your proxy and change your vote by entering new instructions on either the telephone or internet voting system before 11:59 p.m. Eastern ~~Daylight~~ Time on June ~~10, 2020,~~7, 2023, by submitting a proxy with a later date before the polls close at the Annual Meeting, by delivering a written revocation to our Corporate Secretary such that it is received before the polls close at the Annual Meeting, or by voting your shares ~~in person~~ at the Annual Meeting. Please note that voting in advance in any of the ways described will not prevent you from attending the Annual Meeting should you choose to do so. ~~Even if~~Whether or not you ~~cannot,~~attend the Annual Meeting, please vote your shares as promptly as possible.

We currently intend to hold our Annual Meeting in person on June 11, 2020. However, we are actively monitoring restrictions that federal, state, and local governments have imposed and may impose in connection with the~~COVID-19~~ pandemic. In the event we determine it is not possible or advisable to hold our Annual Meeting in person on June 11, 2020, we will announce the decision to hold the meeting solely by means of remote communication online or to change the date of the Annual Meeting.

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By Order of the Board of Directors,

DONALD P. LEHR

Corporate Secretary

Germantown, Maryland

April ~~29, 2020~~

25, 2023

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR
THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON ~~JUNE 11, 2020~~

June 8, 2023

Our Proxy Statement ~~including the accompanying notice and form of proxy,~~ and our ~~2019~~2022 Annual Report are available online, free of charge, athttps://~~materials.proxyvote.com/default.aspx?ticker=74017N~~.

materials.proxyvote.com.

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	Page
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING	1	1
~~CORPORATE GOVERNANCE~~Corporate Governance	7	7
General	7	7
Corporate Governance Guidelines	7	7
Board Standards of Independence	7	7
Board Meetings and Attendance at Annual Meeting of Shareholders	8	8
Board Leadership Structure	8	8
The Board’s Role in Risk Oversight	9	9
Board Committees	10	10
Code of Business Conduct and Ethics	13	13
~~Political Contributions~~	13
Communications with the Board	14	13
~~BENEFICIAL OWNERSHIP OF COMMON STOCK~~Beneficial Ownership of Common Stock	15	14
No Delinquent Section 16(a) Reports	16	15
PROPOSAL 1 ELECTION OF DIRECTORS	17	16
Background	17	16
Vote Required and Board Recommendation	17	16
Nominees for Election as Directors	18	16
~~DIRECTOR COMPENSATION~~Director Compensation	25	23
Non-Employee Director Compensation	25	23
~~DIRECTOR COMPENSATION TABLE FOR 2019~~Director Compensation Table for 2022	25	24
Equity Ownership Guidelines for Board of Directors	26	25
PROPOSAL 2 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	27	26
Background	27	26
Required Vote and Board Recommendation	27	26
Principal Accountant Fees	28	27
Pre-Approval Policy	28	27
~~Additional Information Regarding Change of Independent Registered Accounting Firms~~Audit Committee Report	29	28
~~AUDIT COMMITTEE REPORT~~	30
PROPOSAL 3NON-BINDING PROPOSAL TO APPROVE THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS	31	29
General	31	29
Vote Required and Board Recommendation	32	29
Identification of Executive Officers		30
Compensation Discussion and Analysis		31
Executive Summary		31
Key Compensation Corporate Governance Practices		32
Our Compensation Philosophy		32
Principles of Our Compensation Framework		33
Developments in Executive Compensation for 2022		33
Elements of Our Compensation Program		33
The Compensation Review Process		37
Establishing Total Direct Remuneration		38

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	Page
Consideration of Say-on-Pay Vote Results		39
Other Executive Compensation Practices		39
Compensation and Human Capital Management Committee Report		41
Compensation Risk Assessment		41
Summary Compensation Table		42
All Other Compensation Table for 2022		43
Grants of Plan-Based Awards for 2022		43
Outstanding Equity Awards at 2022 Fiscal Year End		44
Stock Awards Vested for 2022		45
Potential Payments Upon Termination or a Change in Control		46
Pay Versus Performance		49
CEO Pay Ratio		53
Equity Compensation Plan Information		54
Certain Relationships and Related Party Transactions		56
Policies and Procedures for Related Person Transactions		56
PROPOSAL 4 APPROVAL OF ~~AN AMENDMENT TO~~ THE ~~AMENDED AND RESTATED~~ PRECIGEN, INC. ~~2013~~2023 OMNIBUS INCENTIVE PLAN	33	59
Overview	33	59
~~Share Increase~~Considerations for the Approval the 2023 Plan	33	59
~~Text of the Amendment~~	34
Summary of the Material Terms of the ~~2013~~2023 Plan	34	61
~~Types~~Material U.S. Federal Income Tax Consequences of ~~awards~~Awards under the 2023 Plan	36	65
~~Aggregate Grants under the 2013 Plan~~	40
Vote Required and Board Recommendation	41	66
~~IDENTIFICATION OF EXECUTIVE OFFICERS~~	42
~~COMPENSATION DISCUSSION AND ANALYSIS~~	43
~~Executive Summary~~	43
~~Key Compensation Corporate Governance Practices~~	44
~~Our Compensation Philosophy~~	44
~~Principles of Our Compensation Framework~~	45
~~Developments in Executive Compensation for 2019~~	45
~~Elements of Our Compensation Program~~	46
~~Employment Agreement with Dr. Sabzevari~~	50


~~The Compensation Review Process~~	51
~~Establishing Total Direct Remuneration~~	52
~~Consideration ofSay-on-Pay~~ ~~Vote Results~~	52
~~Other Executive Compensation Practices~~	53
~~COMPENSATION COMMITTEE REPORT~~	54
~~Compensation Risk Assessment~~	54
~~SUMMARY COMPENSATION TABLE~~	55
~~ALL OTHER COMPENSATION TABLE FOR 2019~~	56
~~GRANTS OF PLAN-BASED AWARDS FOR 2019~~	57
~~OUTSTANDING EQUITY AWARDS AT 2019 FISCAL YEAR END~~	58
~~OPTION EXERCISES AND STOCK AWARDS VESTED FOR 2019~~	59
~~POTENTIAL PAYMENTS UPON TERMINATION OR A CHANGE IN CONTROL~~	60
~~EQUITY COMPENSATION PLAN INFORMATION~~	65
~~CEO PAY RATIO~~	66
~~CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS~~	68
~~Policies and Procedures for Related Person Transactions~~	74
CERTAIN MATTERS RELATING TO PROXY MATERIALS AND ANNUAL REPORTS	76	67
Electronic Access of Proxy Materials and Annual Reports	76	67
“Householding” of Proxy Materials and Annual Reports for Record Owners	76	67
Separate Copies for Beneficial Owners	76	67
OTHER MATTERS	77	67
ANNEX A: PRECIGEN, INC. 2023 OMNIBUS INCENTIVE PLAN		A-1

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PRECIGEN, INC.

20374 Seneca Meadows Parkway

Germantown, Maryland 20876

PROXY STATEMENT

~~2020~~
2023 Annual Meeting of Shareholders

This Proxy Statement and the accompanying proxy card are being furnished to you by the Board of Directors (the “Board”) of Precigen, Inc. to solicit your proxy to vote your shares at our Annual Meeting, or at any adjournments or postponements thereof. The ~~Board has designated the Esperante Conference Center, 222 Lakeview Avenue, West Palm Beach, Florida 33401 as the place of the Annual Meeting. The~~ Annual Meeting will be held via an interactive webcast and will be called to order at 9:00 a.m., Eastern Time, on Thursday, June ~~11, 2020.~~

We currently intend to hold the Annual Meeting in person. However, we are actively monitoring government restrictions that federal, state, and local governments have imposed and may impose in connection with the~~COVID-19~~ ~~pandemic. In the event we determine it is not possible or advisable to hold our Annual Meeting in person, we will announce the decision to hold~~8, 2023. To join the meeting ~~solely by means of remote communication online.~~

webcast, go to www.VirtualShareholderMeeting.com/PGEN2023 at least fifteen minutes before the meeting time and follow the instructions. You will need the 16-digit control number on your proxy card or voting instructions to join the meeting.

On or about April ~~29, 2020,~~25, 2023, we ~~are~~will commence mailing a notice to shareholders containing instructions on how to access the Proxy Statement, including the accompanying notice and ~~form of proxy, and~~ the ~~2019~~2022 Annual Report, and on how to vote. These materials are being made available to you on the internet at www.proxyvote.com, however, we will promptly deliver printed versions of these materials to you by mail upon your ~~request.~~

request if submitted by May 26, 2023. Requests should be sent to the Corporate Secretary in writing at Precigen, Inc., 20374 Seneca Meadows Parkway, Germantown, Maryland 20876.

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING

1.	~~Who is asking for my vote and why am I receiving this document?~~

Who is asking for my vote and why am I receiving this document?

The Board asks that you vote on the matters listed in the Notice of ~~2020~~2023 Annual Meeting of Shareholders, which are more fully described in this Proxy Statement. We are providing this Proxy Statement and related proxy card to our shareholders in connection with the solicitation by the Board of proxies to be voted at the Annual Meeting. A proxy, if duly executed and not revoked, will be voted and, if it contains any specific instructions, will be voted in accordance with those instructions.

2.	~~Who is entitled to vote?~~

Who is entitled to vote?

Only holders of record of outstanding shares of our common stock at the close of business on April ~~24, 2020,~~17, 2023, are entitled to notice of and to vote at the Annual Meeting. At the close of business on April ~~24, 2020,~~17, 2023, there were ~~170,656,834~~255,482,753 outstanding shares of common stock. Each share of common stock is entitled to one vote on each matter properly brought before the Annual Meeting.

3.	~~What is a proxy?~~

What is a proxy?

A proxy is your legal designation of another person to vote the stock you own. If you designate someone as your proxy or proxy holder in a written document, that document is called a proxy or a proxy card. Dr. Helen Sabzevari ~~Mr. Rick Sterling,~~ and Mr. Donald P. Lehr, or each of them, each with the power to appoint his or her substitute, have been designated as proxies or proxy holders for the Annual Meeting. A proxy properly executed and received by our Corporate Secretary ~~prior to the Annual Meeting~~by 11:59 p.m. Eastern Time on June 7, 2023 and not revoked will be voted in accordance with the terms thereof.

4.	~~What is a voting instruction?~~

What is a voting instruction?

A voting instruction is the instruction form you receive from your bank, broker, or its nominee if you hold your shares of common stock in street name. The instruction form instructs you how to direct your bank, broker, or its nominee, as record holder, to vote your shares of common stock.

5.	~~What am I voting on?~~

What am I voting on?

Shareholders are being asked to vote on each of the following items of business:

•

the election to the Board of the ~~ten~~nine nominees named in this Proxy Statement, ~~to the Board,~~ each to serve aone-year term expiring at the earlier of the next Annual Meeting or until his or her successor is duly elected and qualified;

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•

the ratification of the appointment by the Audit Committee of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, ~~2020;~~

2023;

•

the approval of anon-binding advisory resolution approving the compensation of the named executive officers; and

•

the approval of ~~an amendment to~~ the ~~2013~~Precigen, Inc. 2023 Omnibus Incentive Plan ~~to increase the number of shares of common stock which may be subject to awards thereunder by two million.~~

(the “2023 Plan”).

In addition, any other matters that properly come before the Annual Meeting or any adjournment or postponement thereof will be considered. ~~Management is~~The persons named in the enclosed proxy card or voting instruction will vote the shares of common stock represented by the proxy in the manner as the Board may recommend, or otherwise at the proxy holders’ discretion. Neither management nor the Board presently ~~aware~~knows of noany other ~~business~~such matters.

6. How many votes must be present to ~~come before~~hold the Annual ~~Meeting.~~

6.	~~How many votes must be present to hold the Annual Meeting?~~

Meeting?

A majority of the outstanding shares of common stock entitled to be cast as of the record date must be present in person or represented by proxy at the Annual Meeting. This is referred to as a quorum. Abstentions ~~withheld votes,~~ and shares of record held by a broker or its nominee (“broker shares”) that are not voted on any matter (“broker non-votes”) are included in determining the existence of a quorum. ~~Broker shares that~~

What are ~~not voted on any matter (“brokernon-votes”)~~ ~~will not be included~~the voting requirements to elect directors and approve the other proposals described in ~~determining whether a quorum is present.~~

7.	~~What are the voting requirements to elect directors and approve the other proposals described in the Proxy Statement?~~

the Proxy Statement?

The vote required to elect directors and approve each of the matters scheduled for a vote at the annual meeting is set forth below:

Proposal		Vote Required
~~Proposal~~	~~Vote Required~~
1. Election of directors		Majority of votes cast
2. Ratification of appointment of Deloitte & Touche LLP		Majority of votes cast
3. Advisory vote onto approve executive compensation		Majority of votes cast
4. ~~Amendment to 2013~~Approval of the 2023 Plan ~~to increase the number of shares which may be subject to awards thereunder by two million~~		Majority of votes cast

Votes may be cast by proxy or in person. A “majority” of votes cast means that more votes were cast “for” the proposal than “against.” Abstentions and brokernon-votes (described under “~~How~~“How are abstentions and brokernon-votes counted?” ~~on page 5)~~) are not considered as votes cast and will have no effect on the vote outcome for Proposals 1, ~~2, 3,~~2,3 and 4. As it relates to the election of our directors, our Corporate Governance Guidelines provide that any nominee for director in an uncontested election who receives a greater number of shareholder votes cast “against” his or her election than votes “for” his or her election must, promptly following certification of the shareholder vote, tender his or her resignation to the Board for consideration. For more details regarding the director resignation policy, please see “Election of ~~Directors” on page 17.~~

8.	~~What are the voting recommendations of the Board?~~

Directors.”

What are the voting recommendations of the Board?

For the reasons set forth in more detail later in this Proxy Statement,the Board unanimously recommends that you vote:

•

~~FOR~~ ~~the proposed nominees to the Board named in this Proxy Statement;~~

•

~~FOR~~ ~~the ratification of the appointment of Deloitte & Touche LLP;~~

•

~~FOR~~ ~~the approval of thenon-binding~~ ~~advisory resolution to approve the compensation of our named executive officers; and~~

•

~~FOR~~ ~~the approval of an amendment to the 2013 Plan increasing the number of shares of common stock which may be subject to awards thereunder by two million.~~

9.	~~How do I vote?~~

•

FOR the proposed nominees to the Board named in this Proxy Statement;

•

FOR the ratification of the appointment of Deloitte & Touche LLP;

•

FOR the approval of the non-binding advisory resolution to approve the compensation of our named executive officers; and

•

FOR the approval of the 2023 Plan.

How do I vote?

Registered shareholders (shareholders who hold common stock in certificated form or book entry form on the records of our transfer agent as opposed to through a bank, broker or other nominee) may vote in person at the Annual Meeting or by proxy. There are three ways for registered shareholders to vote by ~~proxy:~~

•

~~By Internet~~: Connect to the internet at www.proxyvote.com and follow the instructions included on the proxy card or voting instruction. Your proxy will be voted according to your instructions. If you vote by internet, you do not need to mail in a proxy card or voting instruction.

•

~~By Telephone: Call1-800-690-6903~~ ~~and follow the instructions included on the proxy card or voting instruction. If you vote by telephone, you do not need to mail in a proxy card or voting instruction.~~

•

~~By Mail: If you received your proxy materials by mail, complete, properly sign, date, and mail the enclosed proxy card or voting instruction.~~

proxy before the Annual Meeting:

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•

By Internet: Connect to the internet at www.proxyvote.com and follow the instructions included on the proxy card or voting instruction. Your proxy will be voted according to your instructions. If you vote by internet, you do not need to mail in a proxy card or voting instruction.

•

By Telephone: Call 1-800-690-6903 and follow the instructions included on the proxy card or voting instruction. If you vote by telephone, you do not need to mail in a proxy card or voting instruction.

•

By Mail: If you received your proxy materials by mail, complete, properly sign, date, and mail the enclosed proxy card.

Registered shareholders are urged to deliver proxies ~~or voting instructions~~ by using the internet, calling the toll-free telephone number, or by completing and mailing the proxy ~~card or voting instruction.~~card. The internet and telephone voting procedures are designed to authenticate shareholders’ identities, to allow shareholders to give their proxies, ~~or voting instructions,~~ and to confirm that such instructions have been recorded properly. Instructions for voting over the internet or by telephone are included on the enclosed proxy ~~card or voting instruction.~~card. If you received your proxy materials via mail, registered shareholders may send their proxies ~~or voting instructions~~ by completing, signing, and dating the enclosed proxy card ~~or voting instruction~~ and returning it as promptly as possible in the enclosed prepaid envelope.

The deadline for voting via the internet or telephone is 11:59 p.m., Eastern Time, on June 7, 2023.

Shareholders who hold common stock through banks, brokers, or other nominees (“street name shareholders”) who wish to vote at the Annual Meeting should receive voting instructions from the institution that holds their shares. Please contact the institution that holds your shares if you have not received voting instructions. Street name shareholders may also be eligible to vote their shares electronically by following the voting instructions provided by the bank, broker, or other nominee that holds the shares, using either the toll-free telephone number or the internet address provided on the voting instruction; or by completing, dating, and signing the voting instruction and returning it promptly in the enclosed prepaid envelope.

~~The deadline for voting~~Shareholders can also vote via the internet during the virtual Annual Meeting by visiting: www.virtualshareholdermeeting.com/PGEN2023. Only shareholders of record at the close of business on the record date, April 17, 2023, are entitled to participate in and to vote at the virtual Annual Meeting. To participate in the Annual Meeting, you will need the 16-digit control number included on your Notice of Internet Availability of Proxy Materials, or ~~telephone is 11:59 p.m., Eastern Time,~~ on ~~June 10, 2020.~~

~~10.~~

~~Can I attend the Annual Meeting?~~

your proxy card or on your voting instruction form.

10.

Can I attend the Annual Meeting?

Yes. The Annual Meeting is open to all holders of our common stock as of the record date, April ~~24, 2020. You may attend the Annual Meeting and vote in person.~~17, 2023. However, even if you plan to attend the Annual Meeting, we encourage you to vote your shares in advance. You can attend the Annual Meeting live via the internet by ~~proxy.~~

~~All shareholders must present a form of personal photo identification in order~~visiting: www.virtualshareholdermeeting.com/PGEN2023. Online check-in will begin at 8:45 a.m. Eastern Time. Please allow ample time for the online check-in process. Please note that there is no in-person location for you to ~~be admitted to the meeting. In addition, if you are a street name shareholder and your shares are held~~attend.

To participate in the ~~name~~Annual Meeting, you will need the 16-digit control number included on your Notice of Internet Availability of Proxy Materials or on your proxy card or any additional voting instructions that accompanied your proxy materials.

11.

How do I attend the virtual Annual Meeting? How can I ask questions during the Annual Meeting?
What if I experience technical difficulties at log-in or during the Annual Meeting?

Our virtual Annual Meeting will be conducted on the internet via webcast. You will be able to participate online and submit your questions during the Annual Meeting by visiting www.virtualshareholdermeeting.com/PGEN2023. Shareholders will be able to vote their shares electronically during the Annual Meeting. To participate in the Annual Meeting, you will need the 16-digit control number on your proxy card of voting instruction form. The Annual Meeting will begin promptly at 9:00 am Eastern Time.

Shareholders may submit questions during the Annual Meeting. If you wish to submit a ~~broker, bank, or other nominee, please bring with~~question, you may do so by logging into the virtual meeting platform at www.virtualshareholdermeeting.com/PGEN2023, typing your question into the “Ask a ~~proxy, letter, or account statement from your broker, bank, or nominee confirming your ownership of Company common stock so that you can be admitted~~Question” field, and clicking “Submit.” Questions pertinent to the Annual ~~Meeting. Cameras, recording devices, and other electronic devices are not permitted at~~Meeting will be addressed during the Annual Meeting, subject to time constraints.

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If you encounter any difficulties accessing the virtual Annual Meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual Annual Meeting login page for assistance. Technical assistance will be available through the conclusion of the Annual Meeting.

~~11.~~

~~How will my shares be voted if I sign, date, and submit my proxy or voting instruction, but do not provide complete voting instructions with respect to each proposal?~~

12.

How will my shares be voted if I sign, date, and submit my proxy or voting instruction, but do not provide complete voting instructions with respect to each proposal?

Shareholders should specify their vote for each matter on the proxy or voting instruction. The proxies solicited by this Proxy Statement vest in the proxy holders voting rights with respect to the election of directors (unless the shareholder marks the proxy to withhold that authority) and on all other matters voted upon at the Annual Meeting.

Unless otherwise directed in the enclosed proxy card, the persons named as proxies therein will vote all properly executed, returned, andnot-revoked proxy cards or voting instruction cards: (i) “FOR” the election of the ~~ten~~nine director nominees listed thereon; (ii) “FOR” the proposal to ratify the appointment by the Audit Committee of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, ~~2020;~~2023; (iii) “FOR” thenon-binding proposal to approve the compensation of our named executive officers; and (iv) “FOR” the approval of ~~an amendment to~~ the ~~2013 Plan increasing the number of~~2023 Plan.

13.

How will my shares ~~which may~~ be ~~subject to awards thereunder by two million. As to any other business that may properly come before the Annual Meeting, the persons named in the enclosed~~voted if I do not return my proxy ~~card~~ or my voting instruction will vote the shares of common stock represented by the proxy in the manner as the Board may recommend, or otherwise at the proxy holders’ discretion. The Board does not presently know of any other such business.

~~12.~~

~~How will my shares be voted if I do not return my proxy or my voting instruction?~~

instruction?

It will depend on how your ownership of shares of common stock is registered. If you own your shares as a record holder, which means that your shares of common stock are registered in your name, if you do not vote in advance of the Annual Meeting by submitting a proxy, your unvoted shares will not be represented at the Annual Meeting and will not count toward the quorum requirement, as explained under “~~How~~“How many votes must be present to hold the Annual Meeting?,” ~~on page 2,~~ unless you attend the Annual Meeting to vote them in person.

If you are a street name shareholder and your shares are registered in the name of your bank, broker or its nominee, your shares may be voted even if you do not provide your bank, broker, or other nominee with voting instructions. Your bank, broker, or other nominee may vote your shares in its discretion on “routine” matters. However, your bank, broker, or other nominee may not vote your shares on proposals that are not considered routine. When a proposal is not a routine matter and your bank, broker, or other nominee has not received your voting instructions with respect to such proposal, your bank, broker, or other nominee cannot vote your shares on that proposal. When a bank, broker, or other nominee does not cast a vote for a ~~routine or a~~non-routine matter, it is called a “brokernon-vote.”

Therefore, please note that in the absence of your specific instructions as to how to vote, your bank, broker, or other nominee may not vote your shares with respect to the election of directors, thenon-binding proposal to

approve the compensation of the named executive officers, ~~and~~or the proposal to approve the ~~amendment to the 2013~~2023 Plan. These matters are not considered routine matters. However, the ratification of the appointment by the Audit Committee of Deloitte & Touche LLP is a routine matter for which brokerage firms may vote on behalf of their clients if no voting instructions are provided. Therefore, if you are a street name shareholder whose shares of common stock are held with a bank, broker, or other nominee and you do not return your voting instructions, your bank, broker, or other nominee may vote your shares “~~for~~”on the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm.Please return your proxy so your vote can be counted.

~~13.~~

~~How are abstentions and brokernon-votes~~ ~~counted?~~

14.

How are abstentions and broker non-votes counted?

Only votes cast “for” or “against” are included in determining the votes cast with respect to any matter presented for consideration at the Annual Meeting. As described above, when brokers do not have discretion to vote or do not exercise such discretion, the inability or failure to vote is referred to as a “brokernon-vote.” Proxies marked as abstaining, and any proxies returned by brokers as~~“non-votes”~~ “non-votes” on behalf of shares held in street name because beneficial ~~owners’ discretion has been withheld as to~~owners did not vote on one or more matters to be acted upon at the Annual Meeting, will be treated as present for purposes of determining whether a quorum is present at the Annual Meeting. Brokernon-votes and abstentions will not be included in the vote total for the proposal to elect the nominees for director and will not affect the outcome of the vote for the proposal. In addition, under Virginia corporate law, abstentions are not counted as votes cast on a proposal. Therefore, abstentions

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and brokernon-votes will not count either in favor of or against (i) the election of directors, (ii) the ratification of the appointment of Deloitte & Touche LLP, or (iii) thenon-binding proposal to approve the compensation of the named executive officers, orand (iv) the approval of ~~an amendment to~~ the ~~2013 Plan increasing the number of shares which may be subject to awards thereunder by two million.~~

~~14.~~

~~What if I change my mind after I vote?~~

2023 Plan.

15. What if I change my mind after I vote?

Whether you vote by internet, telephone, or by mail, you may later revoke your proxy and change your vote before 11:59 p.m. Eastern Time on Wednesday, June 7, 2023 by:

•

entering new instructions on either the telephone or ~~Internet~~internet voting system before 11:59 p.m. Eastern ~~Daylight~~ Time on Wednesday, June ~~10, 2020;~~

7, 2023;

•

delivering a properly signed proxy with a later date than the previously submitted proxy card before the polls close at the Annual Meeting;

•

delivering a written revocation to our Corporate Secretary at 20374 Seneca Meadows Parkway, Germantown, Maryland ~~20876 such that it is received prior to the polls closing~~20876; or

•

voting virtually at the Annual ~~Meeting; or~~

Meeting.

~~voting in person~~

Attendance at the ~~Annual Meeting.~~

~~Attendance at the~~virtual Annual Meeting alone without voting will not revoke a previously granted proxy. If you are a street name shareholder whose stock is held with a bank, broker, or other nominee, you must follow the instructions found on the voting instruction card provided by the bank, broker, or other nominee, or contact your bank, broker, or other nominee to change or revoke your previously given proxy.

~~15.~~

~~Who pays the cost of proxy solicitation?~~

16.

Who pays the cost of proxy solicitation?

We will pay all expenses of soliciting proxies, including clerical work, printing, and postage. Our officers and other employees may personally solicit proxies or solicit proxies by internet, telephone, mail, or facsimile, but we will not provide any compensation for such solicitations. We will also reimburse banks, brokers, and other persons holding shares in their names or in the names of nominees for expenses incurred sending material to beneficial owners and obtaining proxies from beneficial owners.

~~16.~~

~~Could other matters be decided in the Annual Meeting?~~

17.

Could other matters be decided in the Annual Meeting?

The Board does not know of any other business that may be brought before the Annual Meeting. However, if any other matters should properly come before the Annual Meeting or at any adjournment or postponement thereof, it is the intention of the persons named in the accompanying proxy to vote on such matters as they, in their discretion, may determine.

~~17.~~

~~How do I make a shareholder proposal for the 2021 Annual Meeting of Shareholders?~~

18.

How do I make a shareholder proposal for the 2024 Annual Meeting of Shareholders?

Pursuant to Rule14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we must receive any proposals from shareholders intended for inclusion in the proxy statement for our ~~2021~~2024 Annual Meeting of Shareholders no later than 120 days before the anniversary date of the distribution of this Proxy Statement (i.e., December 28, 2020), provided, however, that if our 2021 Annual Meeting of Shareholders is held before May 12, 2021 or after July 11, 2021, we will announce a new required receipt date. Shareholders submitting such proposals must be the beneficial owners of shares of the common stock amounting to at least $2,000 in market value, to have held such shares for at least one year prior to the date of submission of the proposal, and to continue to hold the required amount of shares through the date of the 2021 Annual Meeting.27, 2023). Holders of common stock who wish to have proposals submitted for inclusion in the proxy statement for our ~~2021~~2024 Annual Meeting of Shareholders should consult the applicable rules and regulations of the SEC with respect to such proposals, including certain information required to be in the proposal, the permissible number and length of proposals, and other matters governed by such rules and ~~regulations, and~~regulations. Proposals should ~~also consult our Amended and Restated Bylaws (the “Bylaws”).~~

be submitted to Precigen, Inc., 20374 Seneca Meadows Parkway, Germantown, Maryland 20876.

The Bylaws also set forth the procedures a shareholder must follow to nominate directors or to bring other business before shareholder meetings. For a shareholder to nominate a candidate for director or bring other matters ~~from the floor~~pursuant to these procedures at the ~~2021~~2024 Annual Meeting of Shareholders, we must receive notice of the nomination or proposal no earlier than the close of business on February ~~11, 2021~~9, 2024 and no later than the close of business on March ~~13, 2021.~~10, 2024, provided, however, that if our 2024 Annual Meeting of Shareholders is scheduled to be held before May 9, 2024 or after August 17, 2024, notice shall be delivered not earlier than the close of business on the 120th day prior to such meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or the 10th day following the day we announce the new meeting date. For the nomination of a candidate for director, the notice must describe

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various matters as set forth in our Bylaws, including regarding the nominee, including name, address, occupation, and shares held. In addition to complying with the advance notice provisions of our Bylaws, to nominate a director, shareholders must give timely notice that complies with the additional requirements of Rule 14a-19, and which must be received no later than April 9, 2024. For bringing other ~~matters from the floor~~proposals of business pursuant to these procedures at the ~~2021~~2024 Annual Meeting of Shareholders, the notice must include a description of the proposed business, the reasons therefor, and other matters specified in our Bylaws. In each case, the notice must be timely given in writing to our Corporate Secretary, whose address is 20374 Seneca Meadows Parkway, Germantown, Maryland 20876.

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CORPORATE GOVERNANCE

General

Our business and affairs are managed under the direction of the Board in accordance with the Virginia Stock Corporation Act, our Amended and Restated Articles of Incorporation, and our Bylaws. Our Bylaws provide that the number of directors shall be fixed from time to time by the Board, but shall not be more than ten. The Board is currently comprised of the following ten individuals: Randal Kirk, the Executive Chairman of the Board, Cesar Alvarez, Steven Frank, Vinita Gupta, Fred Hassan, Jeffrey Kindler, Dean Mitchell, ~~Robert Shapiro, and James Turley. Each of our current directors and~~ Dr. Helen Sabzevari, our Chief Executive Officer (“CEO”), Robert Shapiro, and James Turley. Nine out of the ten current directors are being nominated for election to the Board at the Annual Meeting. Mr. Shapiro has not been nominated for reelection, and will be retiring at the Annual Meeting. The Board has reduced its size to nine directors, effective as of the Annual Meeting. For more information regarding the nominees for election to the Board, see “Nominees for Election as ~~Directors” beginning on page 18.~~

Directors.”

Corporate Governance Guidelines

The Board has adopted corporate governance guidelines (the “Corporate Governance Guidelines”) that set forth the practices of the Board with respect to the qualification, selection and election of directors, director orientation and continuing education, director responsibilities, Board composition and performance, director access to management and independent advisors, director compensation guidelines, management evaluation and succession, policies regarding the Lead Independent Director, meetings of thenon-management directors, the policy on communicating with thenon-management directors, and various other issues. A copy of our Corporate Governance Guidelines is available on our website athttp://investors.precigen.com under the caption “Governance.”

Neither the Corporate Governance Guidelines, our website nor any documents or information contained therein are incorporated by reference to this proxy statement.

Board Standards of Independence

The Board has set forth our independence standards in our Corporate Governance ~~Guidelines.~~Guidelines and bylaws. These standards provide that a majority of the Board must be independent under the independence standards established by the Corporate Governance Guidelines, ~~and~~ The Nasdaq Stock Market (“Nasdaq”) and the New York Stock Exchange (“NYSE”) as in effect from time to time. For a Board member or candidate for election to the Board to qualify as independent, the Board must determine that the person and his or her ~~immediate~~ family members do not have a material relationship with us (either directly or as a partner, shareholder, or officer of an organization that has a relationship with us) or any of our affiliates. Under the categorical standards adopted by the Board, a member of the Board is not independent if:

•

The director is, or has been within the last three years, our employee, or whose family member is, or has been within the last three years, an executive officer of the Company;

•

The director has received, or has a family member serving as an executive officer who has received, during any12-month period within the three years preceding the determination of independence, more than $120,000 in direct compensation from us, other than director and committee fees, compensation made to a family member who is an employee (other than an executive officer) of the Company, and benefits under atax-qualified retirement plan ornon-discretionary compensation;

•

(i) The director is a current partner of a firm that is our internal or external auditor; (ii) the director has a family member who is a current partner of such a firm; or (iii) the director, or a family member, was within the last three years a partner or employee of such a firm and personally worked on our audit within that time;

•

The director or a family member is, or has been within the last three years, employed as an executive officer of another company where any of our present executive officers at the same time serves or served on that company’s compensation committee; or

•

The director is or a family member is, a partner in (excluding limited partners), or a controlling shareholder or executive officer of, any organization to which we made, or from which we received,

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payments for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $200,000, or 5%, of such other company’s consolidated gross revenues.

With the exception of Mr. Kirk, our Executive Chairman of the Board, and Dr. Sabzevari, our CEO, the Board has affirmatively determined that each ~~Board nominee~~of Cesar Alvarez, Steven Frank, Vinita Gupta, Fred Hassan, Jeffrey Kindler, Dean Mitchell, Robert Shapiro, and James Turley is independent in accordance with the above standards and applicable Nasdaq and NYSE guidelines.

In determining that Mr. Alvarez is independent, the Board considered that Mr. Alvarez is the Senior Chairman of Greenberg Traurig, LLP (“Greenberg Traurig”). As discussed under “Certain Relationships and Related Party Transactions,” Greenberg Traurig provides legal services to us from time to time for which it has received, and may continue to receive, customary fees. During ~~2019,~~2020, 2021 and 2022, we paid Greenberg Traurig ~~$222,557~~$1,350,502, $9,767 and $0, respectively, for legal services, constituting less than 5% of Greenberg Traurig’s annual gross revenues. As the Senior Chairman, Mr. Alvarez does not participate in the provision of such services and does not materially benefit from the engagement, and his compensation from Greenberg Traurig is not based on such services provided to us. The Board has determined that this relationship is not material and that it does not impair Mr. Alvarez’s independence.

In determining that Mr. Turley is independent, the Board considered that Mr. Turley is the former Chairman and Chief Executive Officer of Ernst & Young LLP. From time to time, Ernst &Young provides strategy consulting, valuation and technical accounting services to us, for which it receives customary fees. As Mr. Turley retired from Ernst & Young over nine years ago in June 2013, Mr. Turley does not participate in such services and does not materially benefit from the engagement. The Board has determined that this relationship is not material and that it does not impair Mr. Turley’s independence.

Board Meetings and Attendance at Annual Meeting of Shareholders

There were 1811 meetings of the Board held either in person or by teleconference in ~~2019.~~2022. Each director except for Steven Frank attended at least 75% of the combined meetings of the Board and the committees on which he or she served during the year ~~except for~~scheduled during the time each member was a director. Mr. Frank ~~who~~ attended ~~72.2% of such meetings, including~~ all regularly scheduled meetings. Our independent directors ~~met~~meet in executive session without management at least quarterly.

Our Corporate Governance Guidelines provide that all directors are strongly encouraged to attend all annual and special meetings of our shareholders. All members of the Board at the time of the ~~2019~~2022 Annual Meeting attended the 2022 Annual Meeting.

Board Leadership Structure

As specified in the Corporate Governance Guidelines, the Board does not have a policy on whether the ~~role~~roles of the CEO and ~~Executive~~ Chairman should be separate or, if ~~it is~~they are to be separate, whether the Chairman should be selected from thenon-employee directors or be an employee. Currently, the roles are separate. Mr. Kirk currently serves as Executive Chairman and Dr. Sabzevari serves as CEO. Prior to Dr. Sabzevari assuming the role of CEO in January 2020 and Mr. Kirk becoming Executive Chairman, Mr. Kirk had served as Chairman of the Board since February 2008 and CEO since April 2009. We believe that separating the Executive Chairman and CEO roles at this time allows us to efficiently develop and implement corporate strategy consistent with the Board’s oversight role while also facilitating strongday-to-day executive leadership.

The Board believes that Mr. Kirk is ~~well-situated to continue~~well situated to serve as Executive Chairman because his unique and extensive experience and deep understanding of our business as well as his broad business experience as CEO of, and significant investor in, multiple successful biotech companies enable him to deliver strategic insight on key issues, to serve as a valuable bridge between the Board and management, and to provide valuable leadership experience. Mr. Kirk’s Executive Chairman responsibilities include the following:

•

advising and supporting the CEO on ~~long-term strategy and~~ governance matters;

~~coordinating with the CEO and helping to lead the Company’s efforts on capital raising transactions and strategic acquisitions and divestitures;~~

•

serving as a liaison between the Board and senior management;

•

acting as a source of institutional knowledge;

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•

together with the ~~CEO and~~ Lead Independent Director, and with input from thenon-management and independent Board members, preparing the Board’s agenda;

•

chairing and guiding discussion at Board meetings; and

•

performing such other duties and responsibilities as may be delegated to the Executive Chairman by the Board from time to time.

Mr. Turley currently serves as our Lead Independent Director. The Board established the position of Lead Independent Director in the Corporate Governance Guidelines to serve as a principal liaison between the independent directors and the Executive Chairman and the CEO as well as to coordinate the activities of the other independent directors. ~~Mr. Shapiro currently serves as our~~The Lead Independent ~~Director. In his role as Lead Independent~~ Director ~~Mr. Shapiro~~ is in frequent contact with the Executive Chairman and the CEO and is regularly consulted on material matters. We currently maintain a significant majority of independent directors (Mr. Kirk and Dr. Sabzevari are the onlynon-independent ~~director nominees)~~ directors). The Lead Independent Director is elected by the independent directors and ensures that the Board operates independently of management, and that directors and shareholders have an independent leadership contact.

The responsibilities of the Lead Independent Director of the Board include the following:

•

presiding over meetings of thenon-management and independent Board members and, as appropriate, provide prompt feedback to the CEO and Executive Chairman;

•

together with the ~~CEO and~~ Executive Chairman, and with input from thenon-management and independent Board members, preparing the Board’s agenda;

•

serving as a point of contact betweennon-management and independent Board members and the ~~Executive Chairman to report or raise~~CEO on board-wide matters;

•

calling executive sessions of the Board or of thenon-management and independent Board members;

•

serving as a “sounding board” and mentor to the CEO;

•

taking the lead in assuring that the Board carries out its responsibilities in circumstances where the Executive Chairman is incapacitated or otherwise unable to act;

•

consulting with the Chairman of the Compensation and Human Capital Management Committee (the “Compensation Committee”) to provide performance feedback and compensation information to the CEO and the Executive Chairman; and

•

performing such other duties and responsibilities as may be delegated to the Lead Independent Director by the Board from time to time.

As part of the Board’s annual assessment process, the Board evaluates the Board’s leadership structure to ensure that it remains appropriate. The Board recognizes that there may be circumstances in the future that would lead it to ~~again~~ combine the roles of CEO and Chairman of the Board or to have an independent Chairman, but believes that the absence of a policy requiring either the separation or combination of these roles provides the Board with the flexibility to determine the best leadership structure.

The Board’s Role in Risk Oversight

The Board is responsible for our risk oversight, and each committee of the Board is responsible for risk oversight within such committee’s area of responsibility and regularly reports to the Board regarding the same. Management is responsible for our risk management, including providing ~~oversight and monitoring~~working to ensure our policies are carried out and processes are executed in accordance with our performance goals and risk tolerance. On a regular basis, our management team identifies, discusses, and assesses financial risk from current ~~macro-~~

~~economic,~~macroeconomic, industry, and company perspectives. Our management team also provides regular reports to the Board and its committees on areas of our material risk, including operational, financial, legal, and regulatory as well as strategic and reputational risks.

The Audit Committee is responsible for discussing with management our major financial risk exposures and the steps and processes management has taken to monitor and control such exposures, including our risk assessment and risk management policies. As part of its regular reporting process, management reports

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and reviews with the Audit Committee our material risks, including, but not limited to, proposed risk factors and other public disclosures, mitigation strategies, and our internal controls over financial reporting. The Audit Committee also engages in regular periodic discussions with the Chief Financial Officer and other members of management regarding risks, as appropriate.

In carrying out its responsibilities, the Compensation Committee considers the impact of executive and employee compensation on our risk profile, as well as overseeing the development, implementation and effectiveness of our human ~~resources risks.~~ capital management policies, programs and initiatives, including with respect to recruitment, retention and development of our employees. The Compensation Committee’s responsibilities also include the consideration of succession planning for our Chief Executive Officer and other executive officers.

The Nominating and Governance Committee’s responsibilities include the consideration of ~~succession planning and~~ corporate governance matters and risks.

The Nominating and Governance Committee also oversees the Company’s environmental, social and governance, or ESG matters. The Nominating and Governance Committee’s duties include considering with management public policy issues that may affect the Company, including pertinent ESG matters.

Each committee regularly reports to the Board. Moreover, the Board reviews and oversees our various financial policies, financing programs, capital and operating plans, benefit plan management, ESG matters and certain risk management policies. We believe the current leadership structure of the Board supports the risk oversight functions described above by providing independent leadership at each of the committee ~~level,~~levels, with ultimate oversight by the full Board, as led by the Executive Chairman and the Lead Independent Director.

Board Committees

The Board maintains three standing committees: the Audit Committee; the Compensation Committee; and the Nominating and Governance Committee. Each of these committees has a separate chairperson and is composed entirely of directors that meet the applicable independence requirements of the SEC, Nasdaq and ~~Nasdaq.~~NYSE. Each committee operates under a written charter that is reviewed periodically and, has been approved, by the Board. A current copy of each committee’s charter is available on our website athttp://investors.precigen.com under the caption “Governance.” In addition, from time to time, the Board may create ad hoc committees for specific purposes.

Audit Committee

The members of the Audit Committee are Messrs. Kindler, Mitchell, and Shapiro. Mr. Kindler is the chair of the Audit Committee. During ~~2019,~~2022, the Audit Committee met 174 times. The Board has determined that each member of the Audit Committee is “independent” within the meaning of the enhanced independence standards for audit committee members in the Exchange Act, and the rules thereunder, as incorporated into the listing standards of Nasdaq and NYSE, and the independence standards of our Corporate Governance Guidelines as discussed above under “CORPORATE GOVERNANCE — Board Standards of ~~Independence” on page 7.~~Independence.” The Board has further determined that Mr. Kindler qualifies as an “audit committee financial expert” within the meaning of SEC regulations and is “financially sophisticated” within the meaning of the Nasdaq rules. The Audit Committee assists the Board in its oversight of our accounting and financial reporting process and the audits of our consolidated financial statements. The Audit Committee’s responsibilities include, among other things, overseeing:

•

our accounting and financial reporting processes;

•

the integrity of our consolidated financial statements;

•

our compliance with laws and regulations;

•

our independent registered public accounting firm’s qualifications and independence; and

•

the performance of our independent registered public accounting firm.

The Audit Committee appoints, ~~compensates,~~ oversees, and evaluates the performance of our independent registered public accounting firm for each fiscal year and approves the audit andnon-audit ~~fees we pay~~ services to be provided by

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such firm. The Audit Committee also reviews the scope and the results of the work of the independent registered public accounting firm and reviews the adequacy of internal control over financial reporting. The functions and responsibilities of the Audit Committee are further described in the “Audit Committee ~~Report” on page 30.~~

Report.”

Compensation Committee

The members of the Compensation Committee are Messrs. Hassan, Kindler, and Turley. Mr. Turley is the chair of the Compensation Committee. During ~~2019,~~2022, the Compensation Committee met ~~nine~~5 times. The Compensation Committee’s responsibilities include, among others:

•

developing and maintaining an executive compensation policy and monitoring the results of that policy;

•

considering the impact of our compensation policy and practices on our risk profile;

•

recommending to the Board for approval compensation and benefit plans;

•

reviewing and approving annually corporate and personal goals and objectives to serve as the basis for the CEO’s compensation, evaluating the CEO’s performance in light of those goals and objectives and determining the CEO’s compensation based on that evaluation;

~~reviewing and recommending annual compensation for the Executive Chairman;~~

•

determining and approving annual compensation for other executive officers;

•

approving grants of equity-based incentives to the extent provided under the our equity compensation plans, subject to the Committee’s authority to delegate the power to grant awards to employees ornon-executive service providers who are not directors or executive officers;

•

reviewing and making recommendations to the Board regarding the compensation ofnon-employee ~~directors;~~

directors, including the Executive Chairman;

•

reviewing and discussing with management the “Compensation Discussion and Analysis” to the extent required by SEC rules;

•

preparing the Compensation Committee report when required by SEC rules;

•

reviewing any executive employment-related agreements, proposed severance or retirement arrangements, or change and control or similar agreements, and any amendments or waivers to any such agreements;

•

overseeing the development, implementation and

effectiveness of the Company’s human capital management policies, programs and initiatives, including with respect to recruiting, retaining and developing our employees;

•

overseeing the succession planning process with respect to the Chief Executive Officer and other key executive officers; and

•

reviewing and recommending to the Board for approval our approach with respect to the advisory vote on executive compensation, orsay-on-pay, and the frequency of thesay-on-pay advisory vote.

~~While the~~

The Compensation Committee charter ~~does not specify qualifications required~~specifies that each member must be a “non-employee director” for ~~members,~~purposes of Rule 16b-3 of the Exchange Act. The Board has determined that the members of this Committee are “independent directors” (as defined under the applicable Nasdaq and NYSE listing standards and our Corporate Governance Guidelines as discussed above under “Corporate Governance — Board Standards of Independence”) and “non-employee directors” (within the meaning of Rule 16b-3 of the Exchange Act). In addition, the current members of this Committee have been members of other public company boards of directors, are current or former executive officers of public companies, or have or have had comparable positions. ~~The Board has determined that the members of the Committee are“non-employee~~ ~~directors” (within the meaning of Rule16b-3~~ of the Exchange Act) and “independent directors” (as defined under the applicable Nasdaq listing standards and our Corporate Governance Guidelines as discussed above under “Corporate Governance — Board Standards of Independence” on page 7).

The processes and procedures followed by the Compensation Committee in considering and determining executive compensation, including the role of the outside compensation consultant, are described below under “Compensation Discussion and Analysis — The Compensation Review ~~Process” on page 51.~~

Process.”

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Nominating and Governance Committee

The members of the Nominating and Governance Committee are Mr. Alvarez, Ms. Gupta, and Mr. Shapiro. Mr. Alvarez is the chair of the Nominating and Governance Committee. During ~~2019,~~2022, the Nominating and

Governance Committee met ~~three times.~~one time. The Nominating and Governance Committee’s responsibilities include, among others:

•

considering and reviewing periodically the desired composition of the Board, including such factors as diversity of backgrounds and expertise and tenure, and ensuring that the Board is composed so as to satisfy SEC listing requirements and Nasdaq rules, including the independence of directors and the financial and accounting experience of directors;

•

establishing and reviewing qualifications and standards for individual directors in the context of the current composition of the Board, the Company’s operating requirements, and the long-term interests of our shareholders, and periodically reviewing these qualifications and standards;

•

identifying, nominating, and evaluating candidates for election to the Board;

•

making recommendations to the Board regarding the size of the Board, the tenure and classifications of directors, and the composition of the Board’s committees;

•

reviewing and evaluating our various governance policies and guidelines, including pertinent ~~environmental, social, and governance~~ESG matters;

~~considering CEO succession planning;~~

•

reviewing committee structure and effectiveness; and

•

considering other corporate governance and related matters as requested by the Board.

The Board has determined that all members of the Nominating and Governance Committee are “independent” within the meaning of the listing standards of Nasdaq and NYSE and the independence standards set by the Board as discussed above ~~in“Corporate~~in “Corporate Governance — Board Standards of ~~Independence” on page 7.~~

Independence.”

Director Candidate Recommendations ~~and Nominations~~ by Shareholders.

The Nominating and Governance Committee’s charter provides that the Committee will consider director candidate recommendations by shareholders. Shareholder recommendations for candidates to be nominees will be evaluated under the same standards as potential nominees recommended by management or thenon-management members of the Board. Shareholders should submit any such director recommendations to the Nominating and Governance Committee through the method described in ~~“Questions and Answers About the Annual Meeting — 17.~~~~How do I make a shareholder proposal for the 2021 Annual Meeting of Shareholders?~~~~” on page 6.~~our Bylaws. The Nominating and Governance Committee did not receive any recommendations from any shareholders in connection with the 2023 Annual Meeting.

Nominating and Governance Committee Process for Identifying and Evaluating Director Candidates.

The Nominating and Governance Committee identifies and evaluates all director candidates in accordance with the director qualification standards described in the Corporate Governance Guidelines. The Committee evaluates a candidate’s qualifications to serve as a member of the Board based on the background, diversity, and expertise in relevant industries of individual Board members as well as the background and expertise of the Board as a whole. Nominees will be required to bring the skills, talents, knowledge, and expertise to ensure that the composition, structure, and operation of the Board serve the best interests of our shareholders. In addition, the Committee will evaluate a candidate’s independence and his or her background and expertise in the context of the Board’s needs.

Our Corporate Governance Guidelines and Nominating and Governance Committee charter provides that we will consider diversity, including diversity of backgrounds, in considering the composition of and evaluating nominees to the ~~Board,~~Board. Both our Corporate Governance Guidelines and the Nominating and Governance Committee charter specifically provide that diversity includes diversity of viewpoints, experience, race, ethnicity, gender and age.

Racial or ethnic minorities and women currently comprise ~~40%~~44% of our directors nominees, based on director self-identification. Specifically, women comprise 22% of our director nominees and racial and

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ethnic minorities comprise 44% of our director nominees. However, we have no formal ~~policy~~requirement regarding Board diversity. Our priority in selection of Board members is identification of members who will further the interests of our shareholders through their established records of professional accomplishment, the ability to contribute positively to the collaborative culture among Board members, knowledge of our business, and understanding of the competitive landscape of the industries in which we

operate. We will consider, in identifying first-time candidates, assessing nominees for director (including incumbent directors), or evaluating individuals recommended by shareholders, the current composition of the Board in light of the diverse communities and geographies we serve and the interplay of the candidate’s or nominee’s diverse individual experience, education, skills, background, and other qualities and attributes with those of the other Board members. The Nominating and Governance Committee and Board monitor the Board’s effectiveness through the Board’s self-evaluation process. As described under “Nominees for Election as ~~Directors” beginning on page 18,~~Directors,” the Nominating and Governance Committee and the Board believe that the current composition of the Board reflects a group of highly talented individuals with diverse backgrounds, skills, professional, and industry experience, and other personal qualities and attributes best suited to perform oversight responsibilities for us and our shareholders.

~~Ad Hoc Committees~~

In February 2019, we announced that we were evaluating equitization and monetization events for our subsidiaries, as well as considering which of our business units would find higher values independent of our Company. We subsequently announced in April 2019 that we were working to realign our operations in an effort to better deploy resources, realize inherent synergies, and position us for growth with a core focus on healthcare. As we considered potential alternatives for our assets, the Board considered that it was possible that Mr. Kirk or entities affiliated with Mr. Kirk would be interested in transactions with the Company that would constitute related party transactions. In July 2019, the Board created a temporary committee of the Board (the “Special Review Committee”) to review prospective acquisitions by affiliates of Mr. Kirk of Company assets in connection with the realignment. In particular, the Special Review Committee was formed in order to avoid conflicts of interest, to take necessary steps to comply with our policies with respect to transactions with related persons, and to ensure that any related transactions would be in the best interests of our Company and our shareholders. The Board authorized the Special Review Committee to engage counsel and other advisors as it deemed appropriate in carrying out its duties. The Special Review Committee was initially comprised of Mr. Alvarez, Mr. Turley, and Mr. Shapiro. In August 2019, Mr. Alvarez was replaced by Mr. Mitchell. In 2019, the special committee met 23 times, and engaged both financial and legal advisors.

Code of Business Conduct and Ethics

We have adopted a written code of business conduct and ethics (the ~~“Code”~~“Code of Conduct”) that applies to our directors, officers, and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, and persons performing similar functions. The Code of Conduct covers a broad range of professional conduct, including employment policies, conflicts of interest, intellectual property, and the protection of confidential information, as well as adherence to all laws and regulations applicable to the conduct of our business. In 2019, we amended the Code to include additional requirements related to confidentiality and other notification requirements in relation to our policy on conflicts of interest, and to update our gift policy, among other changes.

A copy of the Code of Conduct is available on our website athttp://investors.precigen.comunder the caption “Governance.” If we make any substantive amendments to, or grant any waivers from, the Code of Conduct for any officer or director, we intend to satisfy the disclosure requirement under Item 5.05 of Form8-K by disclosing the nature of such amendment or waiver on our ~~website or in a Current Report on Form8-K.~~

website.

Political Contributions

In general, it is not our practice to make financial orin-kind political contributions with corporate assets, even when permitted by applicable law. ~~We comply with all applicable state and federal laws related to the disclosure of lobbying activities.~~

Communications with the Board

We have established a policy pursuant to which shareholders wishing to communicate with the Board as a group, the Lead Independent Director or individual directors may do so by writing to the ~~Board, the Executive Chairman, the Lead Independent Director, or thenon-employee~~ ~~directors of the Board as a group, at:~~following address: Precigen, Inc., 20374 Seneca Meadows Parkway, Germantown, Maryland 20876; Attn: Corporate Secretary.

The communication must prominently display the legend “BOARD COMMUNICATION” in order to indicate to the Corporate Secretary that it is a communication for the Board. Upon receiving such a communication, the Corporate Secretary will promptly forward the communication to the relevant individual or group to which it is addressed. The Board has requested that certain items that are unrelated to the Board’s duties and responsibilities be excluded, such as spam, junk mail and mass mailings, resumes, and other forms of job inquiries, surveys, and business solicitations or advertisements.

The Corporate Secretary will not forward any communication determined in his or her good faith belief to be frivolous, unduly hostile, threatening, illegal, or similarly unsuitable. Each communication subject to this policy that was not forwarded because it was determined by the Corporate Secretary to be frivolous is retained for a reasonable period of time in our files and made available at the request of any member of the Board to whom such communication was addressed.

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BENEFICIAL OWNERSHIP OF COMMON STOCK

The following table sets forth information regarding beneficial ownership of our share capital as of March 31, ~~2020~~2023 by (i) each of our directors, (ii) each of our named executive officers, (iii) all of our directors and executive officers as a group, and (iv) each person, or group of affiliated persons, known by us to beneficially own more than 5% of our shares of common stock.

The percentage ownership information is based on an aggregate ~~170,656,834~~255,482,753 shares of common stock outstanding as of March 31, ~~2020.~~

2023.

Except as otherwise noted below, the address for each person or entity listed in the table is c/o Precigen, Inc., 20374 Seneca Meadows Parkway, Germantown, Maryland 20876.

Name of Beneficial Owner
   Outstanding Shares
Beneficially Owned(1) Right to Acquire
Beneficial
Ownership(2)    Total Shares
Beneficially Owned    Percentage of Shares
Beneficially Owned
Directors/director nominees

Cesar Alvarez
   181,165 235,035    416,200    *
Steven Frank
   262,595 235,035    497,630    *
Vinita Gupta
   81,303 (3) 198,020    279,323    *
Fred Hassan
   85,170 213,200    298,370    *
Jeffrey Kindler
   143,071 243,946    387,017    *
Dean Mitchell
   102,473 235,035    337,508    *
Robert Shapiro
   206,517 (4) 243,946    450,463    *
James Turley
   89,609 255,826    345,435    *
Named executive officers

Randal Kirk(5)
   82,790,616 —      82,790,616    48.5 %
Donald Lehr
   108,331 599,114    707,445    *
Nir Nimrodi(6)
   —   —      —      *
Jeffrey Perez
   95,288 546,483    641,771    *
Rick Sterling
   157,372 548,222    705,594    *
Helen Sabzevari
   112,342 575,000    687,342    *
Robert Walsh, III(7)
   —   —      —      *
Current executive officers and directors as a group(8)
   84,415,852 4,128,862    88,544,714    50.7 %
Greater than 5% shareholders

Ares Trading SA(9)
   20,640,119 9,130,419    29,770,538    16.6 %

*	~~Represents beneficial ownership of less than 1% of our outstanding shares of common stock~~

~~(1)~~

Beneficial ownership is determined in accordance with the rules and regulations of the SEC and includes sole or shared voting or investment power with respect to shares of our common stock. The information set forth in the table above is not necessarily indicative of beneficial ownership for any other purpose, and the inclusion of any shares deemed beneficially owned in this table does not constitute an admission of beneficial ownership of those shares. Except as otherwise noted, to our knowledge, the persons and entities named in the table above have sole voting and investment power with respect to all of the shares of common stock beneficially owned by them, subject to community property laws, where applicable.

~~(2)~~

Consists of shares of common stock subject to stock options exercisable as of, or within 60 days of, March 31, 2020 and restricted stock units vesting within 60 days of March 31, 2020. Shares of common stock subject to stock options that are exercisable as of or within 60 days of, March 31, 2020 and restricted stock units vesting within 60 days of March 31, 2020 are deemed to be outstanding and beneficially owned by the person holding the option for the purpose of calculating the percentage ownership of that person, but are not deemed outstanding for the purpose of calculating the percentage ownership of any other person.

~~(3)~~

~~Includes 3,000 shares held in the Sharma-Gupta Marital Property Trust, an affiliate of Vinita Gupta.~~

Name of Beneficial Owner	Outstanding Shares Beneficially Owned(1)		Right to Acquire Beneficial Ownership(2)		Total Shares Beneficially Owned		Percentage of Shares Beneficially Owned
Directors/director nominees
RJ Kirk and Affiliates(3)		96,160,665		536,226		96,696,891		37.6%
Cesar L. Alvarez		419,390		448,010		867,400		*
Steven Frank		482,358		448,010		930,368		*
Vinita Gupta(4)		301,730		438,805		740,535		*
Fred Hassan		308,597		454,025		762,622		*
Jeffrey B. Kindler		334,961		448,009		782,970		*
Dean J. Mitchell		331,836		448,010		779,846		*
Robert B. Shapiro(5)		329,656		452,918		782,574		*
James Turley		321,898		486,611		808,509		*
Named executive officers								*
Helen Sabzevari		1,220,786		3,861,850		7,087,382		2.0%
Harry Thomasian Jr.		120,829		95,000		547,644		*
Donald P. Lehr		385,632		470,355		1,025,158		*
Jeffrey Perez		418,768		465,233		1,045,780		*
Rutul R. Shah		92,997		179,051		552,457		*
Current executive officers and directors as a group(6)		101,230,103		9,232,113		110,462,216		41.7%
Greater than 5% shareholders
Ares Trading SA(7)		20,647,152		—		—		8.1%

~~(4)~~

~~Includes 82,966 shares held in the Robert B. Shapiro Revocable Trust, an affiliate of Robert Shapiro.~~

~~(5)~~

Includes shares held by the following entities over which Mr. Kirk (or an entity over which he exercises exclusive control) exercises exclusive control: 213,805 shares held by ADC 2010, LLC, 367,560 shares held by JPK 2008, LLC, 1,675,873 shares held by JPK 2009, LLC, 1,316,798 shares held by JPK 2012, LLC, 14,140,139 shares held by Kapital Joe, LLC, 182,200 shares held by Kellie L. Banks (2009) Long Term Trust, 1,403 shares held by Lotus Capital (2000) Company Inc., 5,483,957 shares held by Mascara Kaboom, LLC, 366,548 shares held by MGK 2008, LLC, 1,832,054 shares held by MGK 2009, LLC, 1,299,267 shares held by MGK 2011, LLC, 13,340,645 shares held by NRM VI Holdings I, LLC, 243,001 shares held by NRM VII Holdings I, LLC, 10,588,601 shares held by R.J. Kirk Declaration of Trust, 16,406,828 shares held by Sunset 2020 LLC, 1,142,759 shares held by Third Security Incentive 2010 LLC, 19,711 shares held by Third Security Incentive 2006 LLC, 59,133 shares held by Third Security Staff 2006 LLC, 118,266 shares held by Third Security Senior Staff 2006 LLC, 1,356,648 shares held by Third Security Senior Staff 2008 LLC, 58,800 shares held by Third Security Senior Staff LLC, 311,287 shares held by Third Security Staff 2001 LLC, 1,356,648 shares held by Third Security Staff 2010 LLC, 975,084 shares held by Third Security Senior Staff 2015 LLC, 975,084 shares held by Third Security Staff 2015 LLC, 8,325,000 shares held by TSCP V LLC, 337,234 shares held by ZSK 2008 LLC, and 151,802 shares held by ZSK 2009 LLC. Also includes 144,481 shares held by Alana D. Czypinski, Mr. Kirk’s spouse.

~~(6)~~

~~As of April 5, 2019, Mr. Nimrodi departed the Company.~~

~~(7)~~

~~As of November 6, 2019, Mr. Walsh departed the Company.~~

~~(8)~~

~~Consists of 13 persons as of March 31, 2020.~~

~~(9)~~

Information is based on the Schedule 13G that was filed with the SEC on January 22, 2020 by Ares Trading SA (“Ares Trading”) and certain other information known to us. Includes 9,130,419 shares of common stock, based on a~~ten-day~~ trailing volume-weighted average price of $2.7381, underlying a convertible note that is immediately convertible into shares of common stock as of March 31, 2020. Ares Trading is a dominantly controlled subsidiary of Merck Serono S.A., Coinsins, Switzerland, an affiliate of Merck KGaA, Darmstadt, Germany. Merck Serono S.A., Coinsins, Switzerland is a wholly owned indirect subsidiary of Merck KGaA, Darmstadt, Germany. Merck Serono S.A., Coinsins, Switzerland and Merck KGaA, Darmstadt, Germany may be deemed to possess sole voting and dispositive power with respect to the securities held of record by Ares Trading. The address of Ares Trading is Zone Industrielle de l’Outriettaz, 1170 Aubonne, Switzerland.

Represents beneficial ownership of less than 1% of our outstanding shares of common stock.

(1)

(2)

Consists of shares of common stock subject to stock options exercisable as of, or within 60 days of, March 31, 2023 and restricted stock units vesting within 60 days of March 31, 2023. Shares of common stock subject to stock options that are exercisable as of, or within 60 days of, March 31, 2023 and restricted stock units vesting within 60 days of March 31, 2023 are deemed to be outstanding and beneficially owned by the person holding the option or the restricted stock unit for the purpose of

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calculating the percentage ownership of that person, but are not deemed outstanding for the purpose of calculating the percentage ownership of any other person.
(3)
Includes shares held by the following entities over which Mr. Kirk (or an entity over which he exercises exclusive control) exercises exclusive control: 490,401 shares held by JPK 2008 LLC, 3,703,398 shares held by JPK 2009 LLC, 1,654,363 shares held by JPK 2012, LLC, 13,520,789 shares held by Kapital Joe, LLC, 453,731 shares held by Kellie L. Banks (2009) Long Term Trust, 1,403 shares held by Lotus Capital (2000) Co., Inc., 489,438 shares held by MGK 2008 LLC, 3,944,437 shares held by MGK 2009 LLC, 1,637,040 shares held by MGK 2011, LLC, 31,337,786 shares held by R.J. Kirk Declaration of Trust, 16,406,828 shares held by Sunset 2020 LLC, 19,711 shares held by Third Security Incentive 2006 LLC, 832,500 shares held by Third Security Incentive 2007, 691,929 shares held by Third Security Incentive 2009, 1,384,408 shares held by Third Security Incentive 2010 LLC, 118,266 shares held by Third Security Senior Staff 2006 LLC, 4,995,000 shares held by Third Security Senior Staff 2007, 3,223,803 shares held by Third Security Senior Staff 2008 LLC, 1,015,604 shares held by Third Security Senior Staff 2015 LLC, 58,800 shares held by Third Security Senior Staff LLC, 311,287 shares held by Third Security Staff 2001 LLC, 59,133 shares held by Third Security Staff 2006 LLC, 2,497,500 shares held by Third Security Staff 2007, 1,383,858 shares held by Third Security Staff 2009, 1,839,946 shares held by Third Security Staff 2010 LLC, 1,015,626 shares held by Third Security Staff 2015 LLC, 578,079 shares held by ZSK 2008 LLC, and 351,120 shares held by ZSK 2009 LLC, 1,000,000 shares held by Parkview 2020. Also includes 1,144,481 shares held by Alana D. Czypinski, Mr. Kirk’s spouse.

(4)
Includes 3,000 shares held in the Sharma-Gupta Marital Property Trust, an affiliate of Vinita Gupta.

(5)
Includes 82,966 shares held in the Robert B. Shapiro Revocable Trust, an affiliate of Robert Shapiro.

(6)
Consists of 14 persons as of March 31, 2023.

(7)
Information is based on the Schedule 13G that was filed with the SEC on January 27, 2023 by Ares Trading SA (“Ares Trading”) and certain other information known to us. Ares Trading is a dominantly controlled subsidiary of Merck Serono S.A., Coinsins, Switzerland, an affiliate of Merck KGaA, Darmstadt, Germany. Merck Serono S.A., Coinsins, Switzerland is a wholly owned indirect subsidiary of Merck KGaA, Darmstadt, Germany. Merck Serono S.A., Coinsins, Switzerland and Merck KGaA, Darmstadt, Germany may be deemed to possess sole voting and dispositive power with respect to the securities held of record by Ares Trading. The address of Ares Trading is Zone Industrielle de l’Outriettaz, 1170 Aubonne, Switzerland.

No Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our executive officers, directors, and persons who ~~beneficially~~ own more than 10% of our equity securities, to file reports of ownership and changes in ownership with the SEC and provide us with copies of such reports. Based solely on a review of the copies of these reports furnished to us, we believe that all such filing requirements applicable to such officers and directors and greater than 10% shareholders were complied with during ~~2019, with the exception of one late Form 3 filing for Ares Trading S.A.~~

2022.

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PROPOSAL 1

ELECTION OF DIRECTORS

Background

Upon the recommendation of the Nominating and Governance Committee, the Board has unanimously nominated ~~our~~ nine incumbent directors, all of whom were elected by our shareholders at our ~~2019~~2022 Annual Meeting of Shareholders, ~~and our CEO, Dr. Sabzevari,~~ for election to the Board at the Annual Meeting and to hold office until their successors have been elected and qualified or until their earlier resignation or removal. Each nominee has consented to being named as such and to serve as a director if elected.

Mr. Shapiro has not been nominated for reelection, and will be retiring at the Annual Meeting.

Our Bylaws provide that, in uncontested director elections (i.e., an election where the number of nominees is not greater than the number of directors to be elected), a nominee for director will be elected to the Board if the votes cast for such nominee’s election exceed the votes cast against such nominee’s election. However,, directors will be elected by a plurality of the votes cast at any meeting of the shareholders for which (i) the Corporate Secretary receives a notice that a shareholder has nominated a person for election to the Board in compliance with the advance notice requirements for shareholder nominees for director set forth in the Bylaws and (ii) such nomination has not been withdrawn by such shareholder on or prior to the 10th day preceding the date we first mail the notice of meeting for such meeting to the shareholders (i.e., if there is a contested director election). If directors are to be elected by a plurality of the votes cast, the shareholders may withhold votes, but will not be permitted to vote against a nominee.

Our Corporate Governance Guidelines provide that any nominee for director in an uncontested election who receives a greater number of shareholder votes cast “against” his or her election than votes “for” his or her election must, promptly following certification of the shareholder vote, tender his or her resignation to the Board for consideration. The Nominating and Governance Committee will then evaluate the best interests of the Company and will recommend to the Board whether to accept or reject the tendered resignation. Following the Board’s receipt of this recommendation and determination as to whether to accept the resignation, we will disclose the Board’s decision and an explanation of how the decision was reached.

There were no nominee recommendations from shareholders or from any group of shareholders submitted in accordance with our Bylaws. Proxies solicited by the Board will be voted in favor of the nominees listed below unless otherwise specified in the proxy. We know of no reason why the nominees would not be available for election or, if elected, would be unable to serve. While we do not anticipate that any of the nominees will be unable to serve, if any should be unable to serve, the proxy holders reserve the right to substitute another person designated by the ~~Board.~~

Board or the Board may reduce its size.

Vote Required and Board Recommendation

Each director nominee must receive the affirmative vote of a majority of the votes cast in order to be elected. As this proposal is not considered a “routine item,” your bank, broker, or other nominee cannot vote your shares without receiving your voting instructions. Abstentions and brokernon-votes will not count “for” or “against” the election of any nominee.

THE BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” ALL OF THE PROPOSED DIRECTOR ~~NOMINEES LISTED.~~

NOMINEES.

Nominees for Election as Directors

Set forth below is information for each nominee concerning the individual’s age, principal occupation, employment and directorships during the past five years, positions with the Company, the year in which he or she first joined the Board, and his or her term of office as a director. Also set forth below is a brief discussion of the specific experience, qualifications, attributes, or skills that led to the Board’s conclusion that, in light of our business and structure, each nominee should serve as a director.

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Name, Tenure, and Age			Business Experience During Past Five Years and Other Affiliations
Randal Kirk Executive Chairman of the Board Director since 2008 Age 66 69			Mr. Kirk has served as Executive Chairman of the Board since January 2020 and previously served as Chairman of the Board from February 2008 until ~~January 2020~~December 31, 2019 and as our CEO from April 2009 until ~~January 2020.~~December 31, 2019. Mr. Kirk provides a wealth of strategic, operational, and management experience. Mr. Kirk currently serves as ~~the~~Chairman and Senior Managing Director ~~and CEO~~ of Third Security, LLC, an investment management firm founded by Mr. Kirk in March 1999. Additionally, Mr. Kirk founded and became Chairman of the Board of New River Pharmaceuticals Inc. (a biopharmaceutical company previously traded on Nasdaq prior to its acquisition by Shire plc in 2007) in 1996, and was President and CEO between October 2001 and April 2007.
			Since May 2015, Mr. Kirk has served as a member of the board of directors of the Edward Via College of Osteopathic Medicine. Previously, Mr. Kirk served as a member of the board of directors of Scios, Inc. (previously traded on Nasdaq prior to its acquisition by Johnson & Johnson) between February 2000 and May 2002, as a member of the board of directors of Halozyme Therapeutics, Inc. (Nasdaq: HALO), a ~~clinical stage~~clinical-stage biotechnology company, from May 2007 to May 2018, as a member of the board of directors of ZIOPHARM Oncology, Inc. (Nasdaq: ZIOP), a biotechnology company, from January 2011 to October 2018, and as a member of the board of directors of Clinical Data, Inc. (previously traded on Nasdaq prior to its acquisition by Forest Laboratories, Inc. in April 2011) from September 2002 to April 2011, and was Chairman of the board of directors from December 2004 to April 2011.
			Mr. Kirk served on the board of visitors of Radford University from July 2003 to June 2009, was Rector of the board of directors from September 2006 to September 2008 and served on the board of directors of the Radford University Foundation, Inc. from September 1998 to May 2011. He served on the board of visitors of the University of Virginia and Affiliated Schools from July 2009 to October 2012, on the Virginia Advisory Council on Revenue Estimates from July 2006 to October 2012 and on the Governor’s Economic Development and Jobs Creation Commission from April 2010 to October 2012. Mr. Kirk received a B.A. in Business from Radford University and a J.D. from the University of Virginia.
			We believe that Mr. Kirk’s business experience, including his extensive business experience as CEO of multiple companies, his experience as an investor, his service on committees of academic institutions and other public company boards, combined with his business acumen and judgment, provides the Board with valuable strategic and operational expertise and leadership skills.

~~Name, Tenure, and Age~~

~~Business Experience During Past Five Years and Other Affiliations~~

Cesar Alvarez

Director since 2008

Chair of Nominating and Governance Committee
Age 72

Mr. Alvarez has served as a Board member since 2008. Mr. Alvarez ishas been the Senior Chairman of the international law firm of Greenberg Traurig, ~~LLP.~~LLP since 2012. He previously served as the law firm’s Executive Chairman, and as its Chief Executive Officer from 1997 to 2012. During his tenure as Chief Executive Officer and Executive Chairman, Mr. Alvarez led the firm to become one of the top ten law firms in the United States by leading its growth from 325 lawyers in eight offices to approximately 1,850 attorneys and government professionals in more than 36 locations in the United States, Europe, Asia, and Latin America. Mr. Alvarez also serves ~~as: Chairman of the board of directors of Mednax, Inc. (NYSE: MD), a provider of physician services, including newborn, maternal-fetal, pediatric subspecialties, and anesthesia care; Vice Chairman~~as Vice-Chairman of the board of directors of Watsco, Inc. (NYSE: WSO), a

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Name, Tenure, and Age		Business Experience During Past Five Years and Other Affiliations
		distributor of air conditioning, heating and refrigeration equipment and related parts and supplies; and a director of The St. Joe Company (NYSE: JOE), a real estate development company. Mr. Alvarez served on the board of directors of Fairholme Funds, Inc., a family of publicly traded focused investment funds from May 2008 to February 2020 and Sears Holding Corporation, a retail company, from January 2013 to May 2017. Mr. Alvarez served on the board of directors of Mednax, Inc. (NYSE: MD), a provider of physician services, including newborn, maternal fetal, pediatric subspecialties, and anesthesia care from March 1997 to July 2020. Mr. Alvarez holds a Bachelor of Science, a ~~Masters~~Master of Business Administration, and a Juris Doctor from the University of Florida.
		We believe Mr. Alvarez’s qualifications to serve on the Board include his experience as Chief Executive Officer, Executive Chairman, and Senior Chairman of one of the nation’s largest law firms with approximately ~~$1.6~~$2 billion in revenues with 2,200 law professionals providing services in 4142 locations across the country and abroad, as well as his many years of corporate experience, both advising clients in the fields of corporate and securities and serving on the boards of directors of publicly traded and private companies.

~~Name, Tenure, and Age~~	~~Business Experience During Past Five Years and Other Affiliations~~
Steven Frank Director since 2008 Age 60 63		Mr. Frank has served as a Board member since February 2008. Mr. Frank has served as a Director of EXUMA Biotechnology Inc., a clinical-stage biotechnology company, since June 2020. Mr. Frank joined J.P. Morgan Securities LLC, an investment bank, in June 2008 and currently serves as Chairman of Global Healthcare Investment Banking. Mr. Frank had previously been the head of Bear Stearns’ Worldwide Health Care Investment Banking group in New York for 16 years and has provided general investment banking services to all types of ~~health care~~healthcare companies. Specifically, Mr. Frank has led or played major roles in hundreds of mergers and acquisitions and financing transactions across the spectrum of deal structures. He has specialized in transactions involving pharmaceutical, medical device, and biotechnology companies. Prior to joining Bear Stearns in 1993, Mr. Frank served for over ten years as an institutional investor, primarily at State Farm Insurance Company, where he focused on a ~~multi-billion dollar~~multibillion-dollar life-sciences portfolio. Mr. Frank holds a B.S. from Illinois State University and an M.B.A. from the University of Chicago. Mr. Frank also has been on the Executive Board of Frost Museum of Science since June 2020. We believe Mr. Frank’s extensive knowledge of our industry and of finance and capital structure strengthen the Board’s collective qualifications, skills, and experience.

~~Name, Tenure, and Age~~

~~Business Experience During Past Five Years and Other Affiliations~~

Vinita Gupta

Director since 2017

Member of Nominating and Governance Committee
Age 52

Ms. Gupta has served as a Board member since April 2017. Since September 2012, Ms. Gupta has served as the ~~Chief Executive Officer~~chief executive officer of Lupin Limited (“Lupin”). Lupin, headquartered in Mumbai, India, is an innovation led global pharmaceutical company developing and delivering a wide range of branded and generic formulations, biotechnology products and APIs. Ms. Gupta has served as a director of Lupin since 2001 and serves on its Risk Management Committee. In addition, Ms. Gupta has served as the Chief Executive Officer and chairperson of Lupin Pharmaceuticals, Inc., the U.S. wholly owned subsidiary of Lupin, since 2003. Ms. Gupta served as director on the board of Lupin’s Japanese

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Name, Tenure, and Age		Business Experience During Past Five Years and Other Affiliations
		subsidiary Kyowa Pharmaceuticals from 2007 until the sale of that business in 2019. Ms. Gupta has held various positions at Lupin since joining the company in 1993. In 2017, Ms. Gupta also became a member of the Global Advisory Board at the Kellogg School of Management at Northwestern University.
		Ms. Gupta was named 2015 Ernst & Young Entrepreneur of the Year and won the 2016 Forbes India Leadership Awards –— Entrepreneur of the Year. Ms. Gupta is regularly named in Forbes Asia Top 50 Power Business women listings for Asia Pacific. Ms. Gupta graduated from the University of Mumbai with a degree in pharmacy and received her MBA from the Kellogg School of Management at Northwestern University.
		We believe Ms. Gupta’s qualifications to serve on ~~the Board~~our board of directors include her strong leadership and management experience within the pharmaceutical industry, including serving as the chief executive officer of a global pharmaceutical corporation and her significant knowledge of operations, strategy, government relations, regulatory, finance and investments and mergers and acquisitions, including the fact that she was not only responsible for setting up Lupin’s business in the ~~U.S~~U.S. and Europe but was instrumental in formulating and executing ~~strategy~~strategies that ~~has~~have helped Lupin emerge as a global pharmaceutical corporation.

~~Name, Tenure, and Age~~	~~Business Experience During Past Five Years and Other Affiliations~~
Fred Hassan Director since 2016 Member of Compensation and Human Capital Management Committee Age 74 77		Mr. Hassan has served as a Board member since June 2016. Mr. Hassan joined Warburg Pincus LLC, a global private equity investment institution, in 2010 and currently serves as Director. Previously, Mr. Hassan served as Chairman and Chief Executive Officer of Schering-Plough from 2003 to 2009. Before assuming these roles, from 2001 to 2003, Mr. Hassan was Chairman and Chief Executive Officer of Pharmacia Corporation, a company formed as a result of the merger of Monsanto Company and Pharmacia & Upjohn, Inc. He joined Pharmacia & Upjohn, Inc. as Chief Executive Officer in 1997. Mr. Hassan previously held leadership positions with Wyeth serving as Executive Vice President, and was a member of the board from 1995 to 1997. Earlier in his career, he spent a significant tenure with Sandoz Pharmaceuticals and headed the company’s U.S. pharmaceuticals business. ~~Since July 2015,~~ Mr. Hassan has ~~served as~~been a director of ~~Amgen,~~BridgeBio Pharma, Inc. (Nasdaq: ~~AMGN),~~BBIO) since August 2021 and a ~~leading biotechnology company.~~director of Prometheus Biosciences, Inc. (Nasdaq: RXDX) since May 2021. Mr. Hassan served as a director of Time Warner Inc. ~~(now Warner Media, LLC), a global leader in media and entertainment,~~ from October 2009 to June ~~2018.~~2018 and a director of Amgen, Inc. (Nasdaq: AMGN) since July 2015. In


		the course of his career, he has held numerous directorships, including those at Avon Products, Inc. from 1999 to 2013, Bausch & Lomb from 2010 until its acquisition by Valeant Pharmaceuticals International, Inc. (NYSE: VRX) (“Valeant”) in 2013, and Valeant from 2013 to 2014. Mr. Hassan has chaired notable pharmaceutical industry organizations including The Pharmaceutical Research and Manufacturers of America (PhRMA) and The International Federation of Pharmaceutical Manufacturers Associations (IFPMA) ~~and is also a member of The Business Council.~~. Mr. Hassan received a B.S. degree in chemical engineering from the Imperial College of Science and Technology at the University of London and an M.B.A. from Harvard Business School.

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Name, Tenure, and Age		Business Experience During Past Five Years and Other Affiliations
		We believe Mr. Hassan’s qualifications to serve on the Board include his strong leadership and management experience within our industry, including significant knowledge of operations, strategy, government relations, regulatory, finance and investments, and mergers and ~~acquisitions.~~ acquisitions

~~Name, Tenure, and Age~~	~~Business Experience During Past Five Years and Other Affiliations~~
Jeffrey Kindler Director since 2011 Chair of Audit Committee Member of Compensation and Human Capital Management Committee Age 64 67		Mr. Kindler has served as a Board member since November 2011. He is the Chief Executive Officer of Centrexion ~~Corporation,~~Therapeutics, a privately held clinical stage biopharmaceutical ~~company;~~company, since October 2013; an Operating Partner at Artis Ventures, a leading venture capital ~~firm;~~firm, since April 2020; and a ~~managing director~~Senior Advisor at ~~Starboard Capital Partners, a private equity firm. Mr. Kindler was also a Venture Partner at Lux Capital, a~~Blackstone, one of the world’s leading ~~venture capital firm, from January 2017 to January~~investment firms, since August 2020. Mr. Kindler was Chief Executive Officer and Chairman of the Board of Pfizer, Inc. (NYSE:PFE), a pharmaceutical company, from 2006 until his retirement in December 2010. He joined Pfizer in 2002 as Executive Vice President and General Counsel and assumed positions of increasing responsibility until being named Chief Executive Officer in 2006. ~~Prior to joining Pfizer, he was Chairman of Boston Market Corporation from 2000 to 2001 and President of the Partner Brands group of McDonald’s Corporation during 2001.~~
		In addition to serving on Precigen’s Board, Mr. Kindler currently serves on the boards of ~~PPD,~~Terns Pharmaceuticals, Inc. (Nasdaq: ~~PPD)~~TERN), a ~~provider of drug development services, Siga Technologies, Inc. (Nasdaq:SIGA), a developer of novel antiviral therapeutics, vTV Therapeutics (Nasdaq:VTVT), a development-stage~~clinical-stage biopharmaceutical company, and Perrigo Company ~~(NYSE:~~plc (NYSE; TASE: PRGO), a healthcare company. Mr. Kindler also serves as a board member for a number of privately held companies and for several civic, charitable, educational and other organizations. He also serves as Chairman of the GLG Institute. Previously, Mr. Kindlerpreviously served on the board of ~~Chipotle Mexican Grill,~~vTv Therapeutics Inc. ~~(NYSE:CMG)~~, a ~~chain of Mexican restaurants,~~publicly-traded biotechnology company, from July 2015 to December 2020, PPD, Inc. from March 2012 until its acquisition by Thermo Fisher Scientific, Inc. in December 2021, and SIGA Technologies, Inc., a publicly-traded pharmaceutical company, from March 2013 to ~~2014.~~June 2020. Mr. Kindler received a B.A. from Tufts University and a J.D. from Harvard Law School.
		We believe Mr. Kindler brings leadership, extensive business, operating, legal and policy, and corporate strategy experience to the Board, along with tremendous knowledge of several of the industries in which we operate as well as the fundamentals of our business.


~~Name, Tenure, and Age~~	~~Business Experience During Past Five Years and Other Affiliations~~
Dean Mitchell Director since 2009 Member of Audit Committee Age 64 67		Mr. Mitchell has served as a Board member since March 2009. In July 2013, Mr. Mitchell was appointed Executive Chairman and board member of Covis Pharma Holdings S.a.r.l., a private specialty pharmaceutical company, ~~based~~which was sold in ~~Luxembourg.~~March 2020 to Apollo Capital. In 2020, he joined the boards of Kinnate Biopharma Inc. (Nasdaq: KNTE) and Praxis Precision Medicines Inc. (Nasdaq: PRAX), in both cases as Chairman. Since 2012, he has served as anon-executive board member of ImmunoGen, Inc. (Nasdaq:IMGN), a public oncology company, and since July 2014 he has served as a board member of Theravance Biopharma, Inc. (Nasdaq:TBPH), a public specialty pharmaceutical company.
		Previously, Mr. Mitchell ~~also~~ served as Chairman ~~and board member~~ of PaxVax Inc., a ~~specialty vaccine~~biopharmaceutical company, from ~~December 2015~~October 2016 to October ~~2018 when it was acquired by Emergent BioSolutions Inc.~~ ~~Previously, Mr. Mitchell~~2018. Prior to that, he was President and Chief Executive Officer and a board member of Lux Biosciences, Inc., a privately held ophthalmology company, from July 2010 until June 2013. Prior to that, he was President and Chief Executive Officer of Alpharma Inc., a global specialty pharmaceutical company, and also was appointed a member of its board of directors in July 2006. Alpharma Inc. was acquired by King Pharmaceuticals, Inc. in December 2008, and Mr. Mitchell ceased to be an officer and a director of Alpharma Inc. in December 2008. Prior to this, he was President and Chief

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Name, Tenure, and Age		Business Experience During Past Five Years and Other Affiliations
		Executive Officer of Guilford Pharmaceuticals Inc., a public company, from December 2004 until its acquisition by MGI Pharma Inc., a public biopharmaceutical company focused in oncology and acute care, in October 2005, and was anon-executive director of MGI Pharma Inc. until its acquisition by Eisai Co., Ltd. in January 2008. Mr. Mitchell was at Bristol-Myers Squibb, a public company, from 2001 until 2004 in several key leadership roles including President International, President U.S. Primary Care and Vice President, Strategy. He also spent 15 years at Glaxo SmithKline, a public company, and its predecessor companies, most recently as Senior Vice President, Clinical Development and Product Strategy from 1999 to 2001, and prior to that as Vice President and General Manager, Specialty Divisions, Strategic Planning and Business Development, from 1995 to 1999. Mr. Mitchell received an M.B.A. from City University Business School, in London, U.K., and a B.Sc. degree in ~~Biology~~biology from Coventry University, U.K. We believe Mr. Mitchell brings to the Board extensive experience in the pharmaceutical industry, specifically in the areas of management, business and corporate development, sales and marketing, and clinical development as well as his significant experience serving on boards of directors of companies in our industry.

~~Name, Tenure, and Age~~	~~Business Experience During Past Five Years and Other Affiliations~~
Helen Sabzevari Director ~~Nominee~~ since 2020 Age 58 61		Dr. Sabzevari has served as Board member since June 2020, as our President and Chief Executive Officer since January 2020, and as President of PGEN Therapeutics, Inc., our wholly owned subsidiary, since December 2017. ~~Prior~~Dr. Sabzevari also has served as a board member of Kinnate Biopharma Inc. (Nasdaq: KNTE) since June 2021. From July 2017 to ~~this,~~December 2017, Dr. Sabzevari served as our Senior Vice President, Health Therapeutics as well as ~~our~~ Head of Research and ~~Development from July 2017 to December 2017.~~Development. Prior to joining the Company, from 2015 to 2017, Dr. Sabzevarico-founded and served as Chief Scientific Officer of

Compass Therapeutics LLC, a fully integrated drug discovery and development company focused on manipulating the immune system to treat human disease. From 2008 to 2014, Dr. Sabzevari served as Senior Vice President of Immuno-Oncology as well as Global Head of Immunotherapy, Oncology, Global Research and Early Development at EMD Serono (a subsidiary of Merck KGaA, Darmstadt, Germany). From 1998 to 2008, Dr. Sabzevari led the Molecular Immunology Group at the Laboratory of Tumor Immunology and Biology at the US National Cancer Institute, where she was focused on design, development, and delivery of novel vaccines and immunotherapies for a range of human cancers. Dr. Sabzevari received her doctorate degree in cell and molecular immunology and completed her postdoctoral work at the department of immunology at the Scripps Research Institute, working on various immunotherapeutic modalities in the treatment of cancer and autoimmune diseases.

We believe Dr. Sabzevari brings to the Board expertise in research and development of immunotherapy-based therapeutics, experience translating novel treatments from~~pre-clinical~~ preclinical stage into the clinic, and extensive leadership experience and knowledge of the industry.

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Name, Tenure, and Age

Business Experience During Past Five Years and Other Affiliations

~~Robert Shapiro~~

~~Director since 2011~~

~~Age 81~~

~~Mr. Shapiro has served as a Board member since November 2011. Mr. Shapiro is Chairman, Managing Director andCo-Founder~~ of Sandbox Industries, a development firm that creates, launches, and manages new business concepts. Sandbox Industries also manages venture funds, including the BlueCross BlueShield Venture Partners funds and the Cultivan Sandbox Food & Agriculture Venture Funds. Mr. Shapiro has served as Managing Director of Sandbox Industries since its formation in 2004. He was formerly Chairman and Chief Executive Officer of Monsanto Company from 1995 to 2000. Upon the merger of Monsanto Company with Pharmacia & Upjohn, he served as Chairman of the newly formed Pharmacia Corporation. Previously, Mr. Shapiro was President and Chief Operating Officer of Monsanto Company from 1992 to 1995 and President of Monsanto Company’s Agriculture Group from 1990 to 1992, Chairman and Chief Executive Officer of The NutraSweet Company, a subsidiary of Monsanto Company, from 1985 to 1990 and President of the NutraSweet Group of G.D. Searle & Co., or Searle, from 1982 to 1985, where he previously served as Vice President and General Counsel. Before joining Searle, Mr. Shapiro was Vice President and General Counsel of General Instrument Corporation from 1972 to 1979. Prior to this, he practiced law in New York City; served in government as Special Assistant to the General Counsel and later to the Undersecretary of the U.S. Department of Transportation; and served as a professor of law at Northeastern University in Boston and the University of Wisconsin in Madison.

Mr. Shapiro has served on the boards of directors of the New York Stock Exchange (later NYSE Euronext), Citigroup Inc., Rockwell International, Silicon Graphics Inc. and Sapphire Energy, Inc. He currently serves as a director of Advanced Animal Diagnostics, Inc., a privately held corporation. Mr. Shapiro has served on the President’s


	Advisory Committee on Trade Policy and on the White House Domestic Policy Review of Industrial Innovation. He is a Fellow of the American Academy of Arts and Sciences. Mr. Shapiro is a graduate of Harvard College and holds a J.D. from Columbia University School of Law. We believe Mr. Shapiro brings to the Board particular knowledge and experience in: strategic planning and leadership of complex organizations; accounting, finance and capital structure; legal, regulatory and government affairs; people management; and board practices of other entities, which strengthen the Board’s collective qualifications, skills, and experience.

~~Name, Tenure, and Age~~	~~Business Experience During Past Five Years and Other Affiliations~~
James Turley Director since 2014 Lead Independent Director Chair of Compensation and Human Capital Management Committee Age 64 67		Mr. Turley has served as a Board member since April 2014. Mr. Turley also serves on the board of directors of Citigroup Inc. (NYSE: C), a leading global bank, Emerson Electric Co. (NYSE: EMR), a global leader in bringing technology and engineering together to provide innovative solutions for customers in industrial, commercial, and consumer markets around the world, since July 2013, and Northrop Grumman Corporation (NYSE: NOC), a leading global security company providing innovative systems, products and solutions to government and commercial customers worldwide, since April 2015. Mr. Turley previously served as the Chairman and Chief Executive Officer of Ernst & Young LLP (“Ernst & Young”) from 2001 until his retirement in June 2013. From 1994 to 2001, Mr. Turley served as Regional Managing Partner of Ernst & Young. Mr. Turley serves on the board of directors of Citigroup Inc. (NYSE:C), a leading global bank, Citibank, N.A., the commercial banking operations of Citigroup Inc., Emerson Electric Co. (NYSE:EMR), a global leader in bringing technology and engineering together to provide innovative solutions for customers in industrial, commercial, and consumer markets around the world, and Northrop Grumman Corporation (NYSE:NOC), a leading global security company providing innovative systems, products and solutions to government and commercial customers worldwide.
		Mr. Turley is also a board member of the Boy Scouts of America, a board member of Kohler ~~Company~~Co. (a privately held company), since April 2016 and St. Louis Trust & Family Office (a privately-held company) since April 2019. He is also a board member of the MUNY Theatre of St. Louis and ~~Theatre Forward.~~Forest Park Forever. Mr. Turley holds an undergraduate degree and a master’s degree in accounting from Rice University.
		We believe Mr. Turley’s extensive management experience as the former Chairman and Chief Executive Officer of one of the world’s largest accounting firms, his accounting and financial expertise, and his experience in serving on the boards of directors of publicly traded companies make him ~~well-qualified~~well qualified to serve on the Board. Having served as Chair and CEO of Ernst & Young, Mr. Turley developed significant expertise in the areas of compensation, litigation, corporate affairs, and corporate governance. Mr. Turley also possesses extensive knowledge and expertise in the areas of financial reporting, business, and risk management.

BOARD DIVERSITY MATRIX

The following matrix is provided in accordance with applicable Nasdaq listing requirements:

Board Diversity Matrix (as of April 25, 2023)
Total Number of Directors 10
Female Male
Part I: Gender Identity:
Directors 2 8
Part II: Demographic Background:
Asian 1 1
Hispanic or Latinx — 1
Middle Eastern 1 —
White — 6

22

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DIRECTOR COMPENSATION

Non-Employee Director Compensation

The compensation of ournon-employee directors is established by the Compensation Committee and the Board. This compensation is periodically reviewed by the ~~committee~~Compensation Committee based on market practice information provided by our outside compensation consultant, ~~F. Daniel Siciliano,~~ to ensure continued alignment with company goals and shareholder interest. Under our ~~current~~non-employee director compensation policy adopted in December 2017, ournon-employee directors ~~receive~~received in 2022 the compensation set forth in the table below. We also reimburse ournon-employee directors for reasonableout-of-pocket expenses incurred in connection with attending Board and committee meetings.


Element of Compensation	Compensation Amount
Annual ~~Retainer(1)~~ Retainer for Board Chair(1)	$ ~~50,000~~100,000
Annual Retainer for Other Board Members(1)	$50,000
Committee Chair Additional ~~Retainer(1)~~ Retainer(1)	$12,500
Committee Member Additional ~~Retainer(1)~~ Retainer(1)	$6,500
Annual Equity Awards	Options with a value of $125,000 (2)
	RSUs with a value of $125,000 (3)	~~(2)~~ ~~(3)~~
Initial Appointment Equity Awards	Options with a value of $180,000 (4)
	RSUs with a value of $180,000 (5)	~~(4)~~ ~~(5)~~

~~(1)~~

~~Non-employee~~ directors have the option to receive shares of common stock, valued at the fair market value at the time of issuance, in lieu of cash retainers. We do not issue, nor do we pay cash for, fractional shares. Annual retainer fees are payable in advance at the first regularly scheduled meeting of the Board for the calendar year.

~~(2)~~

~~Allnon-employee~~ directors are entitled to an annual grant of options to purchase shares of common stock (with an exercise price equal to the fair market value on the date of grant), which are granted at the first regularly scheduled meeting of the Board for the calendar year and are fully vested at the time of grant.

~~(3)~~

~~Allnon-employee~~ directors are entitled to an annual grant of restricted stock units (“RSUs”), which are granted at the first regularly scheduled meeting of the Board for the calendar year and vest in full on the one year anniversary of the date of the grant.

~~(4)~~

~~Any newly appointednon-employee~~ ~~director receives, upon appointment, aone-time~~ grant of options to purchase shares of common stock (with an exercise price equal to the fair market value on the date of grant), with one quarter of such options vesting each year on the anniversary of appointment to the Board, subject to continued Board service.

~~(5)~~

~~Any newly appointednon-employee~~ ~~director receives, upon appointment, aone-time~~ ~~grant of RSUs, which vest in full on the one year anniversary of appointment to the Board, subject to continued Board service.~~

(1)

Non-employee directors have the option to receive shares of common stock, valued at the fair market value at the time of issuance, in lieu of cash retainers. We do not issue, nor do we pay cash for, fractional shares. Annual retainer fees are payable in advance at the first regularly scheduled meeting of the Board for the calendar year.

(2)

All non-employee directors are entitled to an annual grant of options to purchase shares of common stock (with an exercise price equal to the fair market value on the date of grant), which are granted at the first regularly scheduled meeting of the Board for the calendar year and are fully vested at the time of grant.

(3)

All non-employee directors are entitled to an annual grant of restricted stock units (“RSUs”), which are granted at the first regularly scheduled meeting of the Board for the calendar year and vest in full on the one year anniversary of the date of the grant, subject to continued Board service.

(4)

Any newly appointed non-employee director receives, upon appointment, a one-time grant of options to purchase shares of common stock (with an exercise price equal to the fair market value on the date of grant), with one quarter of such options vesting each year on the anniversary of appointment to the Board, subject to continued Board service.

(5)

Any newly appointed non-employee director receives, upon appointment, a one-time grant of RSUs, which vest in full on the one year anniversary of appointment to the Board, subject to continued Board service.

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DIRECTOR COMPENSATION TABLE FOR ~~2019~~

2022

The following table discloses all compensation provided to thenon-employee directors for the most recently completed fiscal year ended December 31, ~~2019:~~

Name(1)
   Fees Earned or
Paid in Cash(2)
($)    Stock
Awards(3,5)
($)    Option
Awards(4,5)
($)    Total
($)
Cesar Alvarez
   $ 62,500    $ 124,997    $ 124,998    $ 312,495
Steven Frank
   $ 49,998    $ 124,997    $ 124,998    $ 299,993
Vinita Gupta
   $ 56,500    $ 124,997    $ 124,998    $ 306,495
Fred Hassan
   $ 56,500    $ 124,997    $ 124,998    $ 306,495
Jeffrey Kindler
   $ 69,000    $ 124,997    $ 124,998    $ 318,995
Dean Mitchell
   $ 56,500    $ 124,997    $ 124,998    $ 306,495
Robert Shapiro
   $ 62,997    $ 124,997    $ 124,998    $ 312,992
James Turley
   $ 62,496    $ 124,997    $ 124,998    $ 312,491
2022:

Name(1)	Fees Earned or Paid in Cash(2) ($)		Stock Awards(3)(5) ($)		Option Awards(4)(5) ($)		Total ($)
Randal Kirk		99,999		250,000		250,000		599,999
Cesar Alvarez		62,497		125,000		125,000		312,497
Steven Frank		49,999		125,000		125,000		299,999
Vinita Gupta		56,499		125,000		125,000		306,499
Fred Hassan		56,499		125,000		125,000		306,499
Jeffrey Kindler		68,997		125,000		125,000		318,997
Dean Mitchell		56,499		125,000		125,000		306,499
Robert Shapiro		62,998		125,000		125,000		312,998
James Turley		62,497		125,000		125,000		312,497

(1)

Dr. Sabzevari, our CEO, is a named executive officer and therefore the compensation she received is shown in the Summary Compensation Table and not included in this table. Dr. Sabzevari is an employee of the Company and receives no compensation for her service as a director.

Mr. Kirk, our Executive Chairman, is a non-employee member of the Board.

(2)

Our directors may elect to receive any portion of their annual retainer fees in shares of our common stock instead of cash. During 2022, each of our directors elected to receive all annual retainer fees in shares of our common stock. The following table provides the number of shares of our common stock received in lieu of the cash retainer by each non-employee director for 2022:

~~(1)~~Name	Shares of Common Stock Received (#)
Randal Kirk our Executive Chairman, is not included in this table. He is an employee of the Company and receives no compensation for his service as a director. The compensation received by Mr. Kirk is shown in the Summary Compensation Table on page 55.		12,970
Cesar Alvarez		8,106
Steven Frank		6,485
Vinita Gupta		7,328
Fred Hassan		7,328
Jeffrey Kindler		8,949
Dean Mitchell		7,328
Robert Shapiro		8,171
James Turley		8,106

~~(2)~~

Our directors may elect to receive any portion of their annual retainer fees in shares of our common stock instead of cash. During 2019, each of our directors elected to receive all annual retainer fees in shares of our common stock, except for Mr. Alvarez and Mr. Kindler.

~~(3)~~

Represents the aggregate grant date fair market value of the annual grant of RSUs, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC Topic 718”).

~~(4)~~

Represents the aggregate grant date fair market value of the annual grant of stock options, computed in accordance with ASC Topic 718, based on the closing price of our common stock on the date of grant. For a full description of the assumptions we use in computing this amount, see Note 2 to our consolidated financial statements for the year ended December 31, 2019, which is included in our 2019 Annual Report.

~~(5)~~

~~The following table provides information regarding the aggregate outstanding equity awards held by eachnon-employee~~ ~~director as of December 31, 2019:~~

Name
   RSUs
Outstanding
(#)    Stock Options
Outstanding
(#)    Unvested
Stock Options
(#)
Cesar Alvarez
   24,703    138,711    —
Steven Frank
   24,703    138,711    —
Vinita Gupta
   24,703    111,696    20,000
Fred Hassan
   24,703    126,916    10,040
Jeffrey Kindler
   24,703    147,622    —
Dean Mitchell
   24,703    138,711    —
Robert Shapiro
   24,703    147,622    —
James Turley
   24,703    159,502    —

(3)

(4)

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(5)
The following table provides information regarding the aggregate outstanding equity awards held by each non-employee director as of December 31, 2022:

Name RSUs
Outstanding
(#) Stock Options
Outstanding
(#)
Randal Kirk 126,595 285,248
Cesar Alvarez 61,576 322,521
Steven Frank 61,576 322,521
Vinita Gupta 61,576 313,316
Fred Hassan 61,576 328,536
Jeffrey Kindler 61,576 322,520
Dean Mitchell 61,576 322,521
Robert Shapiro 61,576 322,520
James Turley 61,576 361,122

Equity Ownership Guidelines for Board of Directors

The Board believes that directors should hold meaningful equity ownership positions in the Company to help align the interests of directors with those of shareholders. Under our stock ownership guidelines for directors,non-employee directors are expected to be beneficial owners of shares of our common stock with a market value equivalent to at least five times the amount of annual cash retainer fees (not including any additional retainer for service as Lead Independent Director or a Committee Chair, ~~or Lead Independent Director,~~ and as adjusted from time to time).Non-employee directors have five years to satisfy the ownership requirement, which is measured from the later of June 2018 (when the current requirement was adopted) or the date of appointment for newly appointednon-employee directors. Compliance with the requirement is measured on an annual basis each year using the closing price of our common stock as of December 31st.

As of December 31, 2022, each of our non-employee directors was either in satisfaction of the ownership requirement, or on track to satisfy the ownership requirement within the five-year period.

For purposes of the equity ownership guidelines described above, anon-employee director’s shareholdings include, in addition to shares held outright, any stock underlying vested but unexercised stock options assuming the stock options have been “net exercised.” Stock underlying RSUs or other equity awards that remain unvested will not count towards the requirement, regardless of whether the award is time- or performance-based.

Until anon-employee director has met our equity ownership guidelines, he or she is expected to hold 100% of any stock acquired through exercise of a stock option or vesting and settlement of restricted stock units, net of shares sold to cover the cost of acquisition and any applicable tax obligation. In addition,non-employee directors must further hold all net shares for a minimum of one year following exercise, in the case of stock options, or vesting, in the case of RSUs or other equity awards.

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PROPOSAL 2

RATIFICATION OF APPOINTMENT OF INDEPENDENT

REGISTERED PUBLIC ACCOUNTING FIRM

Background

After consideration of the firm’s qualifications and past performance, the Board, through the Audit Committee, has appointed Deloitte & Touche LLP (“Deloitte”) as our independent registered public accounting firm for the fiscal year ending December 31, ~~2020.~~

~~On September 10, 2019, the Audit Committee dismissed PricewaterhouseCoopers LLP (“PwC”) as our independent registered public accounting firm, and on September 13, 2019,~~ 2023.

Deloitte was initially engaged as our independent registered public accounting firm for the fiscal year ended December 31, ~~2019, in each case effective immediately.~~2019. The Audit Committee has again selected Deloitte as our independent registered accounting firm for the year ending December 31, ~~2020~~2023 and believes that the retention of Deloitte for the ~~2020~~2023 fiscal year is in the best interest of us and our shareholders.

Under the Sarbanes-Oxley Act of 2002 and the rules of the SEC promulgated thereunder, the Audit Committee is solely responsible for the selection, appointment, compensation, and oversight of the work of our independent registered public accounting firm. Although submission of the appointment of an independent registered public accounting firm to shareholders for ratification is not required by law, the Board considers the appointment of our independent registered public accounting firm to be an important matter of shareholder concern and is submitting the appointment of Deloitte for ratification by our shareholders, as a matter of good corporate practice. One or more representatives of Deloitte are expected to be present at the Annual Meeting with the opportunity to make a statement if they so desire and to be available to respond to appropriate questions.

Although ratification is not required by applicable laws, our bylaws or otherwise, the Board is submitting the selection of Deloitte to our stockholders for ratification because we value your views on our independent registered public accounting firm. The Audit Committee intends to carefully consider the results of the vote. If ~~shareholders~~the stockholders do not ratify the ~~selection~~appointment of Deloitte, the Audit Committee ~~may, but is not required to,~~will reconsider ~~its selection if the shareholders’ action so warrants.~~Deloitte’s selection. Even if the selection is ratified, the Audit Committee, ~~exercising~~in its ~~own~~ discretion, may select a different ~~auditors~~independent registered public accounting firm at any time during the year if itthe committee determines that such a change would be in ~~our best interests and in~~ the best interests of the Company and our ~~shareholders.~~

stockholders.

Required Vote and Board Recommendation

The affirmative vote of a majority of the votes cast on the matter is required for the approval of this item. As this proposal is considered a “routine item,” your bank, broker, or other nominee may vote your shares “for” the proposal without receiving your voting instructions. Abstentions ~~and brokernon-votes~~will not count either in favor of or against the proposal.

THE BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” THE
RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP.

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INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Principal Accountant Fees

The following table summarizes the aggregate fees billed by Deloitte for the fiscal year ended December 31, ~~2019~~2022 and, for comparison purposes, the aggregate fees billed by ~~PwC~~Deloitte for the fiscal year ended December 31, ~~2018:~~

   Fiscal Year Ended
December 31,
   2019    2018
Audit Fees
   $ 1,491,200    $ 3,023,864
Audit-Related Fees
   —      —
Tax Fees
   —      149,100
All Other Fees
   —      —




Total Fees
   $ 1,491,200    $ 3,172,964

2021. The Audit Committee approved all of the services described below.

Fiscal Year Ended
December 31,
2022 2021
Audit Fees $ 1,380,000 $ 1,731,700
Audit-Related Fees 185,000 —
Tax Fees 155,915 234,084
All Other Fees — —
Total Fees $ 1,748,615 $ 1,965,784

Audit Fees.

Audit fees include professional services rendered by our independent auditors for the audit of our annual financial statements, including the reviews of the financial statements included in our quarterly reports on Form10-Q. This category also includes fees for assistance with complex accounting transactions, fees for audits provided in connection with subsidiaries and statutory filings or services that generally only the principal auditor can reasonably provide to a client, and consents and assistance with and review of documents filed with the SEC. ~~In 2018, audit fees included fees for audits of certain subsidiaries, including statutory filings and also fees to support our convertible debt financing in July 2018.~~

Audit-Related Fees.

Audit-related fees consist of, ~~amounts for assurance~~among other things, provision of consents and ~~related services for expanded audit procedures and reporting consultations for recent accounting pronouncements to be adopted.~~

comfort letters.

Tax Fees.

Tax fees include original and amended tax returns, studies supporting tax return amounts as may be required by Internal Revenue Service regulations, claims for refunds, assistance with tax audits and other work directly affecting or supporting the payment of taxes, planning, research, and advice supporting our efforts to maximize the tax efficiency of our operations. ~~Tax fees in 2019 were billed by PwC and are therefore not shown in the table.~~

All Other Fees.

All other fees are fees for products or services other than those in the above three categories. In fiscal years ~~2019~~2022 and ~~2018,~~2021, our independent auditors did not provide any services other than those described above.

Pre-Approval Policy

The Audit Committee has adopted a written policy for the provision of audit services and permittednon-audit services by our independent registered public accounting firm. Our Chief Financial Officer has primary responsibility to the Audit Committee for administration and enforcement of this policy and for reportingnon-compliance. Under the policy, the Audit Committee receives a presentation of an annual plan for audit services and for any proposed audit-related, tax, or othernon-audit services to be performed by the independent registered public accounting firm, but management may, from time to time, seek approval of certain additional audit ornon-audit services not provided for in the budget. Rule2-01 of RegulationS-X provides an exception to the requirement forpre-approval ofnon-audit services forde minimis amounts under certain circumstances. Our policy does not include thede minimis exception, and during fiscal years ~~2019~~2022 and ~~2018,~~2021, nonon-audit services were performed pursuant to thede minimis exception.

TABLE OF CONTENTS~~Additional Information Regarding Change of Independent Registered Accounting Firms~~

The audit reports of PwC on our financial statements as of and for the years ended December 31, 2018 and 2017 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles, except that the report on our consolidated financial statements as of and for the year ended December 31, 2018 included an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern.

During the fiscal years ended December 31, 2018 and 2017 and the subsequent interim period through September 10, 2019, there were no “disagreements,” as that term is defined in Item 304(a)(1)(iv) of~~Regulation S-K and~~ the related instructions, between us and PwC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of PwC, would have caused PwC to make reference in connection with their opinion to the subject matter of the disagreement.

During the fiscal years ended December 31, 2018 and 2017 and the subsequent interim period through September 10, 2019, there were no “reportable events” as that term is defined in Item 304(a)(1)(v) of~~Regulation S-K, except~~ that during the second quarter of 2018, we identified a material weakness in our internal control over financial reporting in connection with our adoption of Accounting Standards Codification Topic 606, ~~Revenue from Contracts with Customers~~. This control deficiency resulted in the misstatement of accumulated deficit, deferred revenue, and collaboration and licensing revenues, and restatement of our consolidated financial statements for the quarter ended March 31, 2018. We concluded that the material weakness had been remediated as of December 31, 2018. The Committee discussed the material weakness with PwC, and we authorized PwC to respond fully to the inquiries of Deloitte concerning the material weakness.

During the fiscal years ended December 31, 2018 and 2017 and the subsequent interim period through September 13, 2019, we did not, nor did anyone on our behalf, consult Deloitte with respect to: (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on our financial statements, and neither a written report was provided to us nor oral advice was provided to us that Deloitte concluded was an important factor considered by us in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation~~S-K~~ ~~and the related instructions) or a reportable event (as defined in Item 304(a)(1)(v) of RegulationS-K).~~

AUDIT COMMITTEE REPORT

In accordance with the Audit Committee Charter, the Audit Committee assists the Board in fulfilling its responsibility for oversight of the integrity of our accounting, auditing, and financial reporting practices. During the fiscal year ended December 31, ~~2019,~~2022, the Audit Committee met 174 times.

The Audit Committee reviewed and discussed our audited financial statements as of and for the year ended December 31, 2022 with management and Deloitte. Management has the responsibility for the preparation of our financial statements and Deloitte has the responsibility for the audit of those statements. Based on the above-mentioned review and discussions with management and Deloitte, the Audit Committee recommended to the Board that our audited financial statements be included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2022, for filing with the SEC.

In addition, the Audit Committee reviewed and discussed the interim financial information contained in our Quarterly Reports on Form10-Q with our Chief Executive Officer, our Chief Financial Officer, our Chief Legal Officer, and the independent registered public accounting firm prior to public release.

In discharging its oversight responsibility as to the audit process, the Audit Committee has received the written disclosures and the letter from Deloitte required under the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) regarding Deloitte’s communications with the Audit Committee concerning independence, and has discussed with our independent registered public accounting firm its independence. The Audit Committee also discussed with management the quality and adequacy of our internal controls. The Audit Committee reviewed with Deloitte their audit plans, audit scope, and identification of audit risks.

The Audit Committee members are not professional accountants or auditors, and their functions are not intended to duplicate or to certify the activities of management or our independent registered public accounting firm. The Audit Committee oversees our financial reporting process on behalf of the Board. Our management has primary responsibility for the financial statements and reporting process, including our internal control over financial reporting. Deloitte is responsible for performing an integrated audit of our financial statements and internal control over financial reporting in accordance with the auditing standards of the PCAOB.

The Audit Committee reviewed and discussed with Deloitte the matters required to be discussed by the applicable requirements of the PCAOB and the SEC, and, with and without management present, discussed and reviewed the results of Deloitte’s audit of the financial statements. The Audit Committee also considered, as it determined appropriate, tax matters, and other areas of financial reporting and the audit process over which the Audit Committee has oversight.

The Audit Committee reviewed and discussed our audited financial statements as of and for the fiscal year ended December 31, 2019 with management and Deloitte. Management has the responsibility for the preparation of our financial statements and Deloitte has the responsibility for the audit of those statements.

Based on the above-mentioned review and discussions with management and Deloitte, the Audit Committee recommended to the Board that our audited financial statements be included in its Annual Report on Form~~10-K~~ ~~for the fiscal year ended December 31, 2019, for filing with the SEC.~~

In connection with the evaluation, appointment, and retention of the independent ~~auditors,~~registered public accounting firm, the Audit Committee annually reviews the qualifications, performance, and independence of the independent ~~auditor,~~registered public accounting firm, and lead engagement partner, and assures the regular rotation of the lead engagement partner as required. In doing so, the Audit Committee considers a number of factors including, but not limited to: quality of services provided; technical expertise and knowledge of the industry; effective communication; and objectivity. The Audit Committee also considers whether thenon-audit services provided by Deloitte are compatible with maintaining Deloitte’s independence. The Audit Committee reappointed Deloitte, subject to shareholder ratification, as our independent registered public accounting firm for the fiscal year ending December 31, ~~2020.~~

~~THE AUDIT COMMITTEE~~

2023.

The Audit Committee

Jeffrey Kindler, Chair

Dean Mitchell

Robert Shapiro

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PROPOSAL 3

NON-BINDING PROPOSAL TO APPROVE THE COMPENSATION OF THE

NAMED EXECUTIVE OFFICERS

General

The Board has determined to provide our shareholders the opportunity to vote each year to approve, on an advisory basis, the compensation of our named executive officers, as disclosed in this Proxy Statement. The compensation of our named executive officers is described in the Compensation Discussion and Analysis, the compensation tables and the accompanying ~~narrative on pages 43 to 53 of this Proxy Statement.~~

narratives herein.

The Compensation Committee designs our executive compensation program to attract, motivate, and retain executive officers who are critical to our success. Under these programs, our named executive officers are rewarded for the achievement of our near-term and longer-term financial and strategic goals and for driving corporate financial performance and stability. The programs contain elements of cash and equity-based compensation and are designed to align the interests of our executives with those of our shareholders.

Our compensation program reflects competition and reasonable practices in the marketplace. The mix of compensation components is competitive with that of other companies of similar size and operational characteristics, links compensation to individual and corporate performance and encourages stock ownership by senior management. The Compensation Committee continues to review, with the assistance of its independent compensation consultant, our executive compensation program with a focus on continued alignment with market practice and tying executive pay to long-term shareholder value creation. Based on its review of the total compensation of our named executive officers for ~~2019,~~2022, the Compensation Committee believes that the total compensation for each of the named executive officers is reasonable and effectively achieves the objective of aligning compensation with the achievement of our financial goals and creation of shareholder value without encouraging our named executive officers to take unnecessary or excessive risks.

The Compensation Discussion and Analysis section of this Proxy Statement and the accompanying tables and narrative provide a comprehensive review of our named executive officer compensation objectives, program, and rationale. We urge you to read this disclosure before voting on this proposal.

Pursuant to Section 14A of the Exchange Act, the Board is requesting shareholders approve an advisory vote on the following resolution:

“RESOLVED, that our shareholders approve, on anon-binding advisory basis, the compensation of the named executive officers as disclosed in the Proxy Statement for the ~~2020~~2023 Annual Meeting of Shareholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the Summary Compensation Table, the other related tables and the accompanying narrative.”

As an advisory vote, your vote on this proposal will benon-binding on the Board. However, the Board values the opinions that our shareholders express in their votes and will consider the outcome of the vote when making future executive compensation decisions as it deems appropriate.

We seek shareholder approval of our executive compensation on an annual basis. The next opportunity for our shareholders to approve on anon-binding basis the compensation of our named executive officers will be at our ~~2021~~2024 Annual Meeting.

Vote Required and Board Recommendation

The affirmative vote of a majority of the votes cast on the matter is required for the approval of this item. As this proposal is not considered a “routine item,” your bank, broker, or other nominee cannot vote your shares without receiving your voting instructions. Abstentions and brokernon-votes will not count either in favor of or against the proposal.

THE BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE TO APPROVE
THENON-BINDING ADVISORY PROPOSAL APPROVING THE COMPENSATION OF OUR
NAMED EXECUTIVE OFFICERS.

~~PROPOSAL 4~~

~~APPROVAL~~TABLE OF ~~AN AMENDMENT TO THE~~

~~PRECIGEN, INC. AMENDED~~CONTENTS

IDENTIFICATION OF EXECUTIVE OFFICERS

Set forth below is information regarding the position, age, and business experience of each of our executive officers.

Helen Sabzevari, Ph.D., age 61, Chief Executive Officer. For more information about Dr. Sabzevari, please see her biography under “Nominees for Election as Directors.”

Harry Thomasian Jr., age 61, Chief Financial Officer. Mr. Thomasian has served as our Chief Financial Officer since October 2021. Mr. Thomasian has over 35 years of international business experience in the areas of accounting, corporate financings and advisory services. Prior to joining Precigen, he was with Ernst & Young LLP (“EY”), one of the world’s largest global professional services firms, since 1986. Mr. Thomasian most recently served as a senior client service partner, the Baltimore office Growth Markets Leader and was the co-leader for the Firm’s life sciences practice for the Chesapeake Region. He was previously a senior partner in EY’s Capital Markets Center in Tokyo, Japan, and has held various other global, regional and local leadership positions with EY. In addition, Mr. Thomasian has significant experience as a member of Boards of Directors (including chairing various committees) for a number of not-for-profit institutions. Mr. Thomasian earned a B.S. in accountancy from Bentley University. He also completed EY’s executive education program in strategic leadership at Northwestern University’s Kellogg School. Mr. Thomasian is a Certified Public Accountant.

Donald P. Lehr, age 48, Chief Legal Officer. Mr. Lehr has served as our Chief Legal Officer since 2011. From 2009 to 2011 he served as our Associate General Counsel. Mr. Lehr has broad experience in the areas of corporate, securities, and general business law. Prior to joining us, he practiced law with the law firm of Hogan Lovells US LLP (formerly Hogan & Hartson, LLP) in Baltimore, Maryland from 2002 to 2009. While at Hogan Lovells, his practice included the representation of privately and publicly held corporations across many industries, including biotechnology, pharmaceuticals, healthcare, software, technology, and manufacturing. Prior to his time at Hogan Lovells, Mr. Lehr served as a judicial clerk for the Honorable Irma S. Raker of the Court of Appeals of Maryland. Mr. Lehr received a B.A. from Swarthmore College and received a J.D. from the University of Maryland School of Law.

Jeffrey Perez, age 51, Senior Vice President, Intellectual Property Affairs. Mr. Perez has served as our Senior Vice President, Intellectual Property Affairs since August 2014. Until April 20, 2020 Mr. Perez served as a member of the board of directors of AquaBounty Technologies Inc., a public biotechnology company (Nasdaq: AQB) that was our majority-owned subsidiary until October 2019. Before joining Precigen, Mr. Perez was Managing Director and Associate General Counsel and Intellectual Property at Third Security, LLC, where he evaluated potential investments of Third Security’s managed investment funds. Additionally, Mr. Perez worked with Third Security portfolio companies in evaluating and developing their intellectual property strategies and general corporate activities. Prior to joining Third Security, Mr. Perez practiced intellectual property law with the law firm of Hunton & Williams LLP in Washington D.C. Mr. Perez’s previous work involved client consultation, litigation, agreement work, opinion drafting, and patent procurement. Mr. Perez received a B.S. from Cornell University and his J.D. from George Mason University School of Law.

Rutul R. Shah, age 42, Chief Operating Officer. Mr. Shah has served as our Chief Operating Officer since October 1, 2022. From February 16, 2020 to October 1, 2022 Mr. Shah served as our Vice President & Head of Operations. From April 1, 2016 through February 15, 2020 Mr. Shah served as our Senior Director of Operations. From September 4, 2014 through March 31, 2016, Mr. Shah served as a Program Leader in our Human Therapeutics Division. Mr. Shah has broad experience in alliance management, portfolio management, program and project management and operations. Mr. Shah graduated with a BE degree in Chemical Engineering from Gujarat University in India and MS degree in Bioengineering from the University of Illinois, Chicago.

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COMPENSATION DISCUSSION AND ~~RESTATED 2013 OMNIBUS INCENTIVE PLAN~~

ANALYSIS

The Compensation Committee oversees our executive compensation programs. In this role, the Compensation Committee reviews and approves all compensation decisions relating to our named executive officers, or NEOs. To assist with its duties, the Compensation Committee has engaged an independent compensation consultant to provide competitive compensation data and assist with the analysis and implementation of various aspects of our executive compensation decisions. See “— The Compensation Review Process” below for a discussion of the role of the compensation consultants engaged by the Compensation Committee in 2022.

This section discusses the principles underlying our executive compensation programs, policies, and decisions and explains the process the Compensation Committee uses to determine compensation and benefits for our named executive officers. It also provides qualitative information regarding the manner and context in which compensation is earned by and awarded to our named executive officers and is intended to place in perspective the data presented in the tables and narrative that follow.

The discussion and analysis of our compensation program for our named executive officers should be read in conjunction with the tables and text elsewhere in this Proxy Statement that describe the compensation awarded to, earned by or paid to our named executive officers.

The individuals who served as our principal executive officer and principal financial officer during 2022, as well as the other individuals included in the Summary Compensation Table, are referred to throughout this Proxy Statement as the “named executive officers” and, to the extent they remain employed by us, together with the other executives of management, as the “executive officers.”

Accordingly, our named executive officers for 2022 are:

Name			Position
Helen Sabzevari, Ph.D.			President and Chief Executive Officer
Harry Thomasian Jr.			Chief Financial Officer
Donald P. Lehr			Chief Legal Officer
Jeffrey Perez			Senior Vice President, Intellectual Property Affairs
Rutul R. Shah(1)			Chief Operating Officer

(1)

Mr. Shah was appointed as the Company’s Chief Operating Officer effective as of October 1, 2022.

Executive Summary

Our goal for our executive compensation is to provide a comprehensive package that is sufficient to attract, motivate, and retain executives of outstanding ability, performance, and potential. The Compensation Committee seeks to establish and maintain an appropriate relationship between executive compensation and the creation of shareholder value. The Compensation Committee believes that the most effective compensation program is one that provides competitive base pay, rewards the achievement of established annual and long-term goals and objectives, and provides incentives for retention.

The Compensation Committee assists the Board in fulfilling its oversight responsibilities with respect to the compensation of our executive officers. The Compensation Committee is responsible for:

•

establishing and administering the base salaries and annual incentive awards of our executive officers, and

•

administering and making recommendations and awards under our equity incentive plans.

The Compensation Committee regularly reviews the compensation paid to our executive officers to ensure it is fair, reasonable, and competitive and is substantially tied to our performance. The Compensation Committee evaluates, both subjectively and objectively, our financial performance, competitive position, future potential, and the individual and group performance of the members of executive management. In such evaluation, the Compensation Committee reviews data prepared by management and employs the

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business experience of the individual members of the Compensation Committee. The Compensation Committee also utilizes the assistance of an independent compensation consultant, as described below under “— The Compensation Review Process.”

2022 was another transformational year for the Company. We made significant clinical progress across our principal pipeline, including UltraCAR-T and AdenoVerse; we completed the sale of a non-healthcare business, Trans Ova Genetics and implemented additional organizational steps to continue the Company’s focus as a healthcare company; and we strengthened the Company’s balance sheet through the early retirement of a portion of our convertible notes. For 2022, after taking into account the overall position of the Company and with a focus on retention and cash preservation, the Compensation Committee, with the assistance of its independent compensation consultant in assessing the competitive market and evaluating current executive pay practices, made adjustments to the existing base salaries for certain of our executive officers and made annual short-term incentive awards, consisting of a mixture of cash and equity, based on the Company’s performance. In addition, we awarded long-term incentive awards to our executive officers in the form of stock options to promote retention, increase long-term equity ownership and align executive and long-term shareholder interests by linking a portion of their compensation to changes in the Company’s stock price.

Key Compensation Corporate Governance Practices

The Compensation Committee and the Board regularly review evolving practices in executive compensation and corporate governance. We have adopted certain policies and practices that we believe are consistent with industry best practices, as tailored to our specific business model and strategic direction. We have also strived to adopt policies that will foster our growth and the continual realization of value to our shareholders by encouraging appropriate risk taking and entrepreneurship in support of our unique and dynamic business model. The Compensation Committee and the Board also actively scrutinize the anticipated effect of compensation practices on our ultimate goals.

What We Do:

•

The Compensation Committee has 100% independent directors.

•

We conduct an annual review and assessment of potential and existing risks arising from our compensation programs and policies.

•

The Compensation Committee engages an independent compensation consultant to advise on executive and director compensation matters.

•

We tie our annual cash bonus opportunities to corporate objectives.

•

We use equity awards that vest over time and deliver greater value as our stock price increases.

•

We maintain stock ownership guidelines for our non-employee directors.

What We Do Not Do:

•

We do not allow hedging of Company stock.

•

We do not provide excessive perquisites.

•

We do not provide for tax gross-ups, except for de minimis amounts related to short-term and long-term disability insurance premiums.

•

We do not allow repricing of stock options without shareholder approval.

•

We do not offer guaranteed bonuses.

Our Compensation Philosophy

Our compensation philosophy is guided by the principle of pay-for-performance. Our compensation programs are designed to support our business goals by rewarding achievement of short-term and progress towards long-term objectives in a manner that links compensation of our executive officers with the value

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created for our shareholders. While aligning our executive officers’ compensation with our short-term and long-term business goals, we aim to provide the incentives needed to attract, motivate, reward, and retain our management talent, which is crucial to our long-term success.

Principles of Our Compensation Framework

Our executive compensation program is designed to attract, retain, motivate, and reward talented individuals who will execute our business plan so that we can succeed in the competitive and highly volatile business environment in which we operate. The Compensation Committee believes that the compensation program for our executive officers should reward the achievement of our short-term and long-term objectives and that compensation should be related to the value created for our shareholders. Furthermore, the compensation program should reflect competition and best practices in the marketplace. The following objectives serve as the Compensation Committee’s guiding principles for all compensation decisions:

•

Our executive compensation and benefits should attract, motivate, reward, and retain the management talent necessary to achieve our business objectives at compensation levels that are fair, equitable, and competitive with those of comparable companies.

•

Compensation should be set based on the leadership of each executive officer, which reflects skill sets, experience, and achievement, to create a competitive framework for talent acquisition and retention.

•

Compensation should be linked to individual and corporate performance by aligning our executive compensation program to company-wide performance, which is assessed in terms of financial and non-financial performance and creation of long-term value for our shareholders.

•

There should be an appropriate mix and weighting compensation elements such that an adequate amount of each executive officer’s total compensation is performance-based or “at risk.” Further, as an executive’s responsibilities increase, the portion of “at-risk” compensation for the executive should also increase as a percentage of total compensation.

In addition, the Compensation Committee believes that the various elements of our compensation program effectively align compensation with performance measures that are directly related to our financial goals and creation of shareholder value without encouraging executives to take unnecessary and excessive risks.

Developments in Executive Compensation for 2022

We review our executive compensation practices annually to ensure that our plans and practices are supportive of our goals, remain competitive, and are in keeping with the best interests of our shareholders. In 2022, the Company continued a strategic process through which it focused its operations on its healthcare programs. As part of this process, the Board appointed Mr. Rutul R. Shah to serve as the Company’s Chief Operating Officer, effective as of October 1, 2022. Mr. Shah provides broad leadership experience and expertise in alliance management, portfolio management, program and project management and the Company’s operations. As more fully described below, Mr. Shah received an annual salary increase to $410,000 in connection with his appointment.

In addition, the Compensation Committee continues to work closely with Aon Consulting (“Aon”), its independent compensation consultant, to implement enhancements to the Company’s compensation programs that further promote the Company’s pay for performance philosophy and drive long-term shareholder value creation.

Elements of Our Compensation Program

The Compensation Committee utilizes a mix of compensation components, with the intent to make each component of total direct compensation competitive while also linking compensation to individual and corporate performance and encouraging stock ownership by our executive officers. The table below describes each compensatory element in our program and briefly explains how it promotes our objectives. We believe the combination of these elements provides an appropriate balance of rewards, incentives, and

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benefits to our executives and enables us to meet our desired compensation objectives, strengthen our ability to attract and retain highly qualified individuals, and to appropriately link pay to performance.

Element of Compensation	Description	How This Element Promotes Our Objectives
Annual Compensation
Base Salary	Fixed annual compensation that is certain in payment and provides continuous income.	Aids in both recruitment and retention; designed to be competitive in the marketplace.
Annual Short-Term Incentive Awards	Performance-based compensation for achieving goals and objectives.	Motivates and rewards achievement of annual corporate objectives by providing at-risk comprehensive pay opportunities linked to performance.
Long-Term Compensation
Long-Term Equity Incentive Awards	Generally, grants of options and/or RSUs that are part of our long-term incentive program; time-based vesting, generally over four years.	Promotes retention, increases long-term equity ownership, and aligns executive and long-term shareholder interests by linking a portion of their compensation to changes in company stock price.
Other Compensation
Post-Termination Payments and Benefits	Contractual payments and benefits for certain executives upon termination of employment in specified circumstances, such as termination other than for cause or for good reason, as described in greater detail herein.	Provides assurance of financial security, which is desirable in lateral recruiting and executive retention and permits objective evaluation by executives of potential changes to our strategy and structure.
Other Benefits	Executives participate in employee benefit plans generally available to our employees.	Fair and competitive programs to provide for the health and well-being of executives and their families.

We do not provide our executives with any meaningful perquisites that are not provided to employees generally. We also do not have any deferred compensation programs or retirement programs other than our 401(k) Plan that is generally available to all employees. We enroll all eligible employees in the same health, dental, and life and disability insurance programs.

Base Salary

General

Base salary levels for our executive officers, with the exception of our CEO, are recommended to the Compensation Committee by our CEO and are subject to approval by the Compensation Committee and the Board. In setting the base salary level for each executive officer (other than our CEO), the Compensation Committee generally considers the executive officer’s experience level, demonstrated capabilities, time and placement in position, our geographic region, individual performance, and potential future contributions to our Company. In addition, the Compensation Committee may consider executive compensation data for the industry as a whole, including data from similarly situated companies. Base salaries are reviewed annually by the Compensation Committee. When making decisions to adjust executive salaries, the Compensation Committee will also consider our overall financial performance in addition to the factors identified above. No particular weight is assigned to any one factor. Taking into account the overall position of the Company, the Compensation Committee determined not to make any changes to base salary for our named executive officers in 2022.

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The following table sets forth the 2022 annualized base salaries for each of our NEOs. In connection with his appointment as the Chief Operating Officer, the Board approved an increase to Mr. Shah’s annual base salary to $410,000. No other changes were made to Mr. Shah’s compensation arrangements.

Name	2022 Base Salary
Dr. Helen Sabzevari		$	1,000,000
Harry Thomasian Jr.		$	475,000
Donald Lehr		$	575,000
Jeffrey Perez		$	500,000
Rutul R. Shah		$	410,000

Annual Short-Term Incentive Awards

General

Our NEOs are eligible to receive annual bonuses based on corporate performance achievement, as determined by the Compensation Committee following the completion of the applicable performance year, and subject to the NEO’s continued employment through the applicable payment date. Each named executive officer is provided an annual target bonus opportunity that is set as a percentage of base salary, except that Dr. Sabzevari’s employment agreement provides for eligibility for an annual bonus of between 75% and 150% of Dr. Sabzevari’s annual base salary.

For 2022, the Compensation Committee established a bonus program for our named executive officers based on the achievement of a combination of primarily operational performance goals, which would promote the achievement of our key clinical, non-clinical, business development and other corporate objectives. The Compensation Committee established a target bonus for Dr. Sabzevari of 150% of base salary and for our other NEOs of 40% of base salary.

Following the end of the 2022 performance year, the Compensation Committee carefully reviewed the performance of the Company against each of the goals as part of the evaluation process for determining the annual bonus payouts for our named executive officers. In conducting the review, the Compensation Committee closely analyzed the achievement against each performance target, taking into account the specific objectives, quantitative metrics and qualitative factors associated with each goal.

The Compensation Committee discussed these accomplishments with Dr. Sabzevari and, subsequently, with members of the Board and the Compensation Committee’s independent compensation consultant, recommended to the Board the approval of a performance bonus in an aggregate amount equal to 72.5% of target, or 108.75% of Dr. Sabzevari’s base salary and 29% of base salary for our other NEOs. The Compensation Committee also approved the short-term incentive bonuses to be paid 25% in cash and 75% in RSUs based on the grant date fair market value of the Company’s shares, with the value of any partial shares paid in cash as reflected in the table below. The RSUs were granted on March 24, 2023, of which one-third of the RSUs vested immediately upon the grant date and the remaining RSUs will vest in four equal installments on each of August 2, 2023, August 9, 2023, August 16, 2023 and August 23, 2023.

Name	Annual Target Bonus (% of Base Salary)		Total Value of Target Bonus ($)			Achievement Percentage of Target (%)		Actual Cash Payment ($)			RSUs Granted (#)		Total Value of Actual Bonus ($)
Dr. Helen Sabzevari		150%		$	1,500,000		72.5%		$	271,875		849,519		$	1,087,500
Harry Thomasian Jr.		40%		$	190,000		72.5%		$	34,437		8,109		$	137,749
Donald P. Lehr		40%		$	230,000		72.5%		$	41,687		26,102		$	166,748
Jeffrey Perez		40%		$	200,000		72.5%		$	36,250		22,697		$	144,999
Rutul R. Shah		40%		$	164,000		72.5%		$	29,725		26,102		$	118,899

The Compensation Committee also approved additional stock options grants to our NEOs in connection with its 2022 performance review. The Compensation Committee took into consideration the Company’s

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continued focus on cash preservation (thus utilizing RSUs as the form of payment for short-term incentive bonuses), the delayed vesting of a substantial portion of the annual bonus for each NEO and the need to provide continued leadership incentives, and determined that each of our NEOs should be awarded an additional bonus in the form of stock options, with a value equal to 25% of each named executive officer’s actual bonus amount for 2022. Accordingly, the following grants of stock options were made to each of Dr. Sabzevari, Messrs. Thomasian, Lehr, Perez and Shah on March 24, 2023. 100% of the stock options will vest one year after the grant date, subject to each NEO’s continued employment through such date.

Name	Additional Stock Options Granted (#)		Total Grant Date Value ($)
Dr. Helen Sabzevari		369,596		$	271,875
Harry Thomasian Jr.		46,815		$	34,437
Donald Lehr		56,671		$	41,687
Jeffrey Perez		49,279		$	36,250
Rutul R. Shah		40,409		$	29,725

Long-Term Equity Incentive Awards

Our primary objectives in granting long-term equity incentive awards are to encourage significant ownership of our common stock by management and to provide long-term financial incentives linked directly to our long-term performance. The Compensation Committee believes that significant ownership of our common stock by senior management helps to align the interests of management and the shareholders. After taking into account the overall position of the Company during the business transitions made during the year, the Compensation Committee made grants of long-term incentive awards to its executives for 2022 as noted below.

In early 2022, the Compensation Committee approved grants of stock options to Dr. Sabzevari and Messrs. Thomasian, Lehr and Perez, each of which vests in equal annual installments over four years from the grant date. In addition, Mr. Shah received a grant of stock options in early 2022 in his capacity as a non-executive employee of the Company, which vests in equal annual installments over four years from the grant date. Mr. Shah did not receive any additional grants in 2022 in connection with his appointment as an executive officer in October 2022.

Although we do not currently have a formal policy with respect to the grant of equity incentive awards to our executive officers, or any formal equity ownership guidelines applicable to them, we believe that equity grants provide our executives with a strong link to our long-term performance, create an ownership culture, and help to align the ownership interests of our executives and our shareholders. The Compensation Committee continues to work closely with its independent compensation consultant to review and evaluate the Company’s approach to long-term equity incentive compensation for its executive officers in a manner that promotes long-term shareholder interests. The Compensation Committee believes that broad and significant employee ownership of our common stock effectively motivates the building of shareholder wealth.

With the exception of significant promotions and new hires, equity grants, when awarded, have generally been awarded toward the beginning of the fiscal year. The Compensation Committee selects this timing because it enables us to consider our prior year performance and the participants’ and our expectations for the next performance period.

Other Benefits

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subject to the Internal Revenue Code of 1986, as amended (the “Code”), and our 401(k) Plan limits. We have disclosed all company matches for our named executive officers in the column labeled “All Other Compensation,” in the Summary Compensation Table herein, and separately disclosed each amount in the All Other Compensation Table for 2022 herein.

The Compensation Review Process

Process for Approval of Compensation Measures

Management makes a recommendation to the Compensation Committee and the Board regarding key financial goals, operational goals, and performance measures that will guide us for the relevant fiscal year. The Compensation Committee, together with the Board, reviews these recommendations and modifies them as the Board deems appropriate and the revised goals and performance objectives become the compensation measures for the executive officers. For 2023, the Compensation Committee is committed to continually reviewing and refining the Company’s executive compensation programs, with a focus on ensuring alignment with the company’s overall strategy and shareholder interests and enhancing and promoting its pay for performance philosophy.

Role of the Compensation Committee and Management

Governance of our compensation program is the responsibility of the Compensation Committee, which consists solely of independent directors. At the direction of the Compensation Committee, our CEO prepares compensation recommendations regarding the compensation of each of our executive officers, other than for the CEO, and presents those recommendations to the Compensation Committee for approval. The Compensation Committee evaluates the overall performance of the executive officers based on our achievement of corporate performance objectives and goals. The Compensation Committee, with the advice of its independent compensation advisor, then reviews and takes into account all elements of executive compensation in setting policies and determining compensation amounts. The Compensation Committee does not delegate authority to its outside advisor or to other parties.

Role of Compensation Consultants

As discussed above, the Compensation Committee is authorized to retain experts, consultants, and other advisors to aid in the discharge of its duties.

Since June 2021, the Compensation Committee has engaged Aon as its independent compensation consultant to aid the Compensation Committee in its annual review of the Company’s executive compensation practices for continuing appropriateness and reasonableness and to make recommendations regarding executive officer compensation levels and structures. In reviewing the Company’s executive compensation practices, the Compensation Committee also considers other sources to evaluate external market, industry and peer-company practices. Aon has no other business relationship with us and receives no payments from us other than fees for services to the Compensation Committee.

In retaining Aon, the Compensation Committee separately considered the six factors set forth in Section 10C-1(b)(4)(i) through (vi) of the Exchange Act and the listing standards of Nasdaq, based on such consideration, determined that the engagement of Aon did not raise any conflicts of interest.

Use of Peer Group

In and prior to 2021, we did not undertake any formal peer group analysis of executive compensation or target compensation to specific benchmarks against any peer group companies because, due to the unique and rapidly evolving nature of our business, no practical robust cohort of peer companies was available to use as a formal peer group for our Company.

However, in June 2021, the Compensation Committee engaged Aon to assist in the analysis of the Company’s peer group to align with governance and market best practices in preparation for the 2022 compensation review cycle. In that capacity, Aon provided the Compensation Committee with a peer group

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analysis and made recommendations to the Compensation Committee in structuring the compensation program for the CEO and other executive officers.

The peer analysis conducted by Aon considered our peer companies to be U.S. based pre-commercial bio/pharma companies predominantly in Phase II/III clinical trials, and companies specializing in oncology, gene therapy, vaccine development and/or a diverse portfolio with one or more of the specialties. The peer group that resulted from this screening method consisted of 22 potential companies as the following:

Company Name

Agenus (AGEN)

Allogene Therapeutics (ALLO)

Atara Biotherapeutics (ATRA)

Caribou Biosciences, Inc. (CRBU)

CytomX Therapeutics (CTMX)

Fate Therapeutics (FATE)

Gritstone bio (GRTS)

IDEAYA Biosciences (IDYA)

Inovio Pharmaceuticals (INO)

Iovance Biotherapeutics (IOVA)

Legend Biotech (LEGN)

Molecular Templates (MTEM)

NGM Biopharmaceuticals (NGM)

Poseida Therapeutics (PSTX)

Precision BioSciences (DTIL)

REGENXBIO (RGNX)

Revolution Medicines (RVMD)

Sana Biotechnology (SANA)

Sorrento Therapeutics (SRNE)

TCR2 Therapeutics (TCRR)

VBI Vaccines (VBIV)

Xencor (XNCR)

At the time the peer group for 2022 was proposed to the Compensation Committee, the peer group had the following median statistics:

Measure	50th Percentile	Precigen’s Position
Market Capitalization	$1.37 billion	$1.38 billion (50th percentile)
Revenues	$36.0 million	$97.9 million (92nd percentile)
Annualized 3-Year TSR	10%	-22% (14th percentile)

In preparation for making 2023 compensation decisions, in March 2023 the Compensation Committee reviewed the existing compensation peer group in consultation with its independent compensation consultant for continued financial and business fit and made the following updates:

The following companies were removed from the peer group:

CytomX Therapeutics (CTMX)
Legend Biotech (LEGN)
Molecular Templates (MTEM)

The following two companies were added to the peer group:

Lyell Immunopharma (LYEL)
Vaccitech (VACC)

The Compensation Committee plans to continue to monitor certain compensation practices at a variety of similarly situated or similarly structured companies in assessing and making compensation decisions going forward.

Establishing Total Direct Remuneration

Total direct remuneration is the sum of base salary, annual short-term incentive awards, long-term equity incentive awards (if any), and other benefits. A major portion of each executive officer’s remuneration is established by performance-based incentives, which require achievement of performance objectives and goals as a condition to earning annual short-term incentive awards, and long-term equity incentive awards, the value of which depends on our stock price upon vesting or exercise. The at-risk portion of total direct remuneration provides increased pay for higher levels of corporate and/or business sector performance.

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the executive. We do not set total direct remuneration or the component parts at levels to achieve a mathematically precise market position. In determining executive compensation, the Compensation Committee reviews all components of each executive officer’s total compensation, including retirement benefits and the costs of any perquisites received, to ensure such compensation meets the goals of the program. As a part of this review, the Compensation Committee considers corporate performance and the recommendations of senior management. The Compensation Committee also takes into consideration individual and overall company operating performance to ensure executive compensation reflects past performance as well as future potential and, we believe, adequately differentiates among employees, based on the scope and complexity of the employee’s job position, individual performance and experience and our ability to pay. The Compensation Committee reviews annually each executive officer’s performance prior to considering changes in compensation. The individual performance of each executive officer is evaluated in light of our overall performance approved by the Compensation Committee and the Board. The Compensation Committee and the Board believe that the competitive environment, including for executive talent, is dynamic and evolving. For this reason, while the Compensation Committee believes the total compensation for each of the executive officers is reasonable and appropriate, the Compensation Committee continues to actively consider methods to further improve the effectiveness of our approach to executive compensation.

Consideration of Say-on-Pay Vote Results

The Board ~~requests~~has determined to provide our shareholders the opportunity to vote each year to approve, on an advisory basis, the compensation of our named executive officers as disclosed in our Proxy Statement (“say-on-pay”). As an advisory vote, the vote on executive compensation is non-binding on the Board and should not be construed as (i) overruling a decision by the Board, (ii) creating or implying any change to our fiduciary duties, or (iii) creating or implying any additional fiduciary duties for the Board. Although the vote is non-binding, the Board and the Compensation Committee value the opinions of our shareholders, and consider our shareholders’ views when making executive compensation decisions, as they deem appropriate.

At our 2022 Annual Meeting of Shareholders, we held a non-binding shareholder say-on-pay vote. Our shareholders approved our 2022 executive compensation proposal, with 78.1% of the shares that were cast on the proposal voted in favor of the say-on-pay resolution. We did not make any significant changes in our policies or programs in response to this vote. However, we will continue to consider the outcome of the say-on-pay vote for future compensation decisions for our executive officers.

Other Executive Compensation Practices

Anti-Hedging Policy

To ensure alignment of the interests of our shareholders, ~~approve~~directors and executive officers, our Insider Trading Policy does not permit directors, officers, or employees to engage in short-term or speculative transactions involving our securities, including short sales, publicly traded options, or hedging of our securities.

Compensation Recovery Policies

It is the Board’s policy that in the event the Board determines that a significant restatement or correction of our financial results or other metrics is required for the prior fiscal year for which audited financial statements have been completed, and, had the results or metrics been properly calculated initially, our officers would have received less compensation, the Board has the authority to obtain reimbursement of any portion of any performance based compensation paid or awarded, whether cash or equity based, to the officers and to other employees responsible for accounting errors resulting in the restatement or correction that is greater than would have been paid or awarded calculated based upon the restated or corrected financial results or metrics. Further, it is the policy of the Board to seek recoupment in all instances where Section 304 of the Sarbanes-Oxley Act of 2002 requires us to seek recoupment.

In light of the SEC’s release of its final clawback rule in October 2022 and Nasdaq’s proposed listing standards issued in February 2023 implementing the rule, the Board and management are reviewing the

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Company’s clawback policy and intend to adopt a compliant updated clawback policy once the proposed ~~amendment~~Nasdaq listing standard is finalized.

Tax and Accounting Implications

Under Section 162(m) of the Code, compensation paid to each of the Company’s “covered employees” that exceeds $1 million per taxable year is generally non-deductible. To retain highly skilled executives and remain competitive with other employers, the Compensation Committee may authorize compensation that would not be deductible under Section 162(m) of the Code or otherwise if it determines that such compensation is in the best interests of us and our shareholders.

We follow Financial Accounting Standard Board Accounting Standards Codification Topic 718 (“ASC Topic 718”) for our stock-based compensation awards. ASC Topic 718 requires companies to estimate and record an expense for each award of equity compensation (including stock options and RSUs) over the vesting period of the award.

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COMPENSATION AND HUMAN CAPITAL MANAGEMENT COMMITTEE REPORT

The Compensation and Human Capital Management Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussion, the Compensation and Human Capital Management Committee recommended to the Board that it be included in this Proxy Statement.

THE COMPENSATION AND HUMAN CAPITAL MANAGEMENT COMMITTEE

•

James S. Turley, Chair

•

Fred Hassan

•

Jeffrey B. Kindler

Compensation Risk Assessment

As part of its oversight of our executive compensation program, the Compensation Committee considers the impact of our executive compensation program, and the incentives created by the compensation awards that it administers, on our risk profile. In addition, the Compensation Committee reviews our compensation policies and procedures, including the incentives that they create and factors that may reduce the likelihood of excessive risk-taking, to determine whether they present a significant risk to us. The Compensation Committee concluded that our compensation programs are designed with the appropriate balance of risk and reward in relation to our overall business strategy and that the balance of compensation elements discourages excessive risk taking. The Compensation Committee, therefore, determined that the risks arising from our compensation policies and practices for employees are not reasonably likely to have a material adverse effect on us. The Compensation Committee will continue to consider compensation risk implications while deliberating the design of our executive compensation programs. In its discussions, the Compensation Committee considered the attributes of our programs, including:

•

appropriate pay philosophy in light of our business model;

•

balance with respect to the mix of cash and equity compensation, and measures of performance against both annual and multiyear standards;

•

long-term incentives linked to stock price performance;

•

long-term incentives generally have multiyear vesting to ensure a long-term focus and appropriate balance against short-term goals;

•

independent Compensation Committee oversight, with Compensation Committee discretion to reduce incentives based on subjective evaluation of individual performance; and

•

anti-hedging policies.

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SUMMARY COMPENSATION TABLE

The following table sets forth the compensation paid to or accrued by our named executive officers during the fiscal years ended December 31, 2022, 2021 and 2020.

Name and Principal Position	Year		Salary ($)		Bonus(1) ($)		Stock Awards(2) ($)		Option Awards(3) ($)		Non-Equity Incentive Plan Compensation(4) ($)		All Other Compensation(5) ($)		Total ($)
Helen Sabzevari Chief Executive Officer		2022		1,000,000		—		750,000		1,459,127		271,875		16,620		3,497,620
		2021		1,000,000		750,002		749,998		—		—		16,170		2,516,168
		2020		1,000,000		750,002		4,115,000		14,529,600		—		15,314		20,409,916
Harry Thomasian Jr.(6) Chief Financial Officer		2022		454,584		—		17,840		344,540		34,437		35,019		886,420
Harry Thomasian Jr.(6) Chief Financial Officer		2021		91,667		17,842		—		618,750		—		4,415		732,673
Donald P. Lehr Chief Legal Officer		2022		575,000		—		80,498		258,405		41,687		35,712		991,302
		2021		575,000		80,502		201,246		—		—		35,262		892,011
		2020		575,000		201,254		570,000		—		—		31,957		1,378,211
Jeffrey Perez Senior Vice President, IP Affairs		2022		500,000		—		70,000		258,405		36,250		33,992		898,647
		2021		500,000		70,000		174,994		—		—		33,542		778,536
		2020		500,000		175,006		570,000		—		—		30,716		1,275,722
Rutul R. Shah Chief Operating Officer(7)		2022		327,500		—		55,000		344,540		29,725		36,318		793,083

(1)

Represents discretionary cash bonuses for 2021 and 2020 paid in the year following the applicable year’s service period.

(2)

Represents the grant date fair value computed by us for financial reporting purposes, computed in accordance with ASC Topic 718. For a full description of the assumptions we use in computing these amounts, see Note 2 to our consolidated financial statements for the year ended December 31, 2022, which is included in our 2022 Annual Report. This column does not include for 2022 the grant date fair value of RSUs granted as part of the incentive award for performance in 2022 because the awards were granted in 2023. However, it does include for 2022, 2021 and 2020 the grant date fair value of RSUs granted as part of the incentive award for performance in 2021, 2020 and 2019, respectively.

(3)

Represents the grant date fair value computed by us for financial reporting purposes, computed in accordance with ASC Topic 718. For a full description of the assumptions we use in computing these amounts, see Note 2 to our consolidated financial statements for the year ended December 31, 2022, which is included in our 2022 Annual Report. The actual value a named executive officer may receive depends on market prices and there can be no assurance that the amounts reflected in the Option Awards column will actually be realized. No gain to a named executive officer is possible without an appreciation in stock value after the date of grant.

(4)

For 2022, represents the aggregate annual performance-based cash incentive earned under the Company’s 2022 annual cash incentive program for executive employees that is paid in cash in the year following the applicable year’s service period.

(5)

The amounts in this column are further detailed in the “All Other Compensation Table for 2022.”

(6)

Mr. Thomasian commenced his employment with us as Chief Financial Officer on October 18, 2021. Accordingly, no information is displayed for 2020.

(7)

Mr. Shah commenced his employment with us as Chief Operating Officer on October 1, 2022. Accordingly, no information is displayed for 2021 and 2020.

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ALL OTHER COMPENSATION TABLE FOR 2022

The table below reflects the types and dollar amounts of perquisites, additional compensation, and other personal benefits provided to the named executive officers during 2022. For purposes of computing the dollar amounts of the items listed below, we used the actual out-of-pocket costs to us of providing the perquisite or other personal benefit to the named executive officer. The named executive officers paid any taxes associated with these benefits without reimbursement from us.

Name	Company-Paid Welfare and Life Benefits Premiums ($)		401(k) Plan Company Contributions ($)		Total ($)
Helen Sabzevari		7,470		9,150		16,620
Harry Thomasian Jr.		25,869		9,150		35,019
Donald P. Lehr		26,562		9,150		35,712
Jeffrey Perez		24,842		9,150		33,992
Rutul R. Shah		27,168		9,150		36,318

GRANTS OF PLAN-BASED AWARDS FOR 2022

The following table presents information regarding grants of plan-based awards to the named executive officers during the fiscal year ended December 31, 2022.

Name	Grant Date		Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)						All Other Stock Awards: Number of Shares of Stock or Units (#)		All Other Option Awards: Number of Securities Underlying Options (#)		Exercise or Base Price of Option Awards ($/Share)		Grant Date Fair Value of Stock and Option Awards ($)(2)
Name	Grant Date		Threshold ($)		Target ($)		Maximum ($)						Exercise or Base Price of Option Awards ($/Share)		Grant Date Fair Value of Stock and Option Awards ($)(2)
Helen Sabzevari		2/2/2022								—		847,000		2.33		1,459,127
		3/18/2022								340,909(3)		—		—		750,000
		—		—		1,500,000		—
Harry Thomasian Jr.		2/2/2022								—		200,000		2.33		344,540
		3/18/2022								8,109(3)		—		—		17,840
		—		—		190,000
Donald P. Lehr		2/2/2022								—		150,000		2.33		258,405
		3/18/2022								36,590(3)		—		—		80,498
		—		—		230,000		—
Jeffrey Perez		2/2/2022								—		150,000		2.33		258,405
		3/18/2022								31,818(3)		—		—		70,000
		—		—		200,000		—
Rutul R. Shah		2/2/2022								—		200,000		2.33		344,540
		3/18/2022								25,000(3)		—		—		55,000
		—		—		164,000		—

(1)

Represents the target payout opportunity under the Company’s 2022 annual cash incentive program.

(2)

Represents the grant date fair value of the equity awards determined in accordance with ASC Topic 718.

(3)

Award was granted for performance in 2021.

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OUTSTANDING EQUITY AWARDS AT 2022 FISCAL YEAR END

The following table sets forth specified information concerning unexercised stock options and unvested RSUs held by each of the named executive officers as of December 31, 2022.

			Option Awards								Stock Awards
Name	Grant Date		Number of Securities Underlying Unexercised Options: Exercisable		Number of Securities Underlying Unexercised Options: Unexercisable(1)		Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of Stock Not Vested (#)(1)		Market Value of Shares or Units of Stock Not Vested ($)
Helen Sabzevari		7/17/2017		150,000		—		22.83		7/17/2027		—		—
		1/4/2019		—		—		—		—		3,443		5,233
		1/25/2019		—		—		—		—		14,222		21,617
		1/5/2020		1,000,050		499,950		5.95		1/5/2030		—		—
		1/5/2020		750,000		750,000		11.90		1/5/2030		—		—
		1/5/2020		750,000		750,000		17.85		1/5/2030		—		—
		2/2/2022		—		847,000		2.33		2/2/2032		—		—
Harry Thomasian Jr.		10/18/2021		45,000		135,000		4.72		10/18/2031		—		—
		2/2/2022		—		200,000		2.33		2/2/2032		—		—
Donald P. Lehr		3/20/2014		207,855		—		29.56		3/20/2024		—		—
		2/2/2017		225,000		—		20.94		2/2/2027		—		—
		1/4/2019		—		—		—		—		18,939		28,787
		2/2/2022		—		150,000		2.33		2/2/2032		—		—
Jeffrey Perez		8/25/2014		202,733		—		19.52		8/25/2024		—		—
		2/2/2017		225,000		—		20.94		2/2/2027		—		—
		1/4/2019		—		—		—		—		18,939		28,787
		2/2/2022		—		150,000		2.33		2/2/2032		—		—
Rutul R. Shah		9/4/2014		4,944		—		17.34		9/4/2024		—		—
		3/12/2015		2,597		—		45.69		3/12/2025		—		—
		3/10/2016		2,510		—		34.85		3/10/2026		—		—
		3/16/2017		5,000		—		21.38		3/16/2027		—		—
		3/23/2018		4,000		—		15.80		3/23/2028		—		—
		6/18/2019		30,000		10,000		8.60		6/18/2029		—		—
		7/16/2020		30,000		30,000		4.67		7/16/2030		—		—
		4/21/2021		25,000		75,000		8.17		4/21/2031		—		—
		2/2/2022		—		200,000		2.33		2/2/2032		—		—

(1)

Each award vests in four equal annual installments beginning on the anniversary of the grant date.

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STOCK AWARDS VESTED FOR 2022

The following table sets forth specified information concerning stock vesting for each of the named executive officers during the fiscal year ended December 31, 2022.

	Stock Awards
Name	Number of Shares Acquired on Vesting (#)		Value Realized on Vesting ($)(1)
Helen Sabzevari		340,909		426,136
		9,765		36,228
		14,223		51,629
		3,444		12,502
Harry Thomasian Jr.		8,109		10,380
Donald P. Lehr		36,590		46,835
		9,765		36,228
		18,939		68,749
Jeffrey Perez		31,818		40,727
		9,765		36,228
		18,939		68,749
Rutul R. Shah		25,000		31,250

(1)

The amounts in the “Value Realized on Vesting” column are calculated based on the closing market price per share of our common stock on the date of vesting. This calculation differs from the grant date fair value of the equity awards determined in accordance with ASC Topic 718.

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POTENTIAL PAYMENTS UPON TERMINATION OR A CHANGE IN CONTROL

Employment Agreements with Named Executive Officers

Messrs. Lehr and Perez are each party to an employment agreement with the Company entered into in April 2019 that provide for certain severance rights upon termination without “Cause” (as defined in the applicable employment agreement) or resignation by the executive officer for “Good Reason” (as defined in the applicable employment agreement). Pursuant to the terms of these employment agreements, subject to the execution of a release of claims, the named executive officer would be entitled to receive (i) payment equivalent to 18 months of his base pay, and (ii) the named executive officer’s expected cost of COBRA premiums for continued medical coverage for up to 18 months.

Neither Mr. Thomasian’s nor Mr. Shah’s employment arrangements provide for any termination payments or benefits.

Employment Agreement with Dr. Sabzevari

In connection with her appointment to the position of President and CEO in January 2020, we entered into an employment agreement with Dr. Sabzevari (the ~~“Amendment”~~“CEO Employment Agreement”). The term under the CEO Employment Agreement commenced on January 1, 2020 and continues until terminated in accordance with the CEO Employment Agreement.

Dr. Sabzevari’s initial annual base salary under the CEO Employment Agreement is $1,000,000. Dr. Sabzevari received sign-on equity grants in connection with her commencement of employment with us. The CEO Employment Agreement also provides for eligibility for an annual bonus of between 75% and 150% of Dr. Sabzevari’s annual base salary, contingent upon continuous employment by us and Dr. Sabzevari’s performance during the bonus period and through the date on which the bonus is paid, as determined in the sole discretion of the Board. Pursuant to the CEO Employment Agreement, Dr. Sabzevari will be entitled to participate in all employee benefit plans that are generally made available to senior Precigen exempt executives.

Pursuant to the CEO Employment Agreement, in the event Dr. Sabzevari’s employment is terminated by the Company without Cause or by Dr. Sabzevari for Good Reason, subject to her execution of a release of claims, Dr. Sabzevari would be eligible to receive (i) an amount equal to 18 months of her then-current base annual salary (or, in the event of a material reduction of Dr. Sabzevari’s base salary giving rise to Good Reason, her pre-reduction base salary), (ii) a pro rata portion of her maximum annual performance bonus for the calendar year of her termination plus any annual bonus for the calendar year prior to the date of her termination of employment that would have been earned but for her termination date occurring prior to the date of payment of such bonus, (iii) full acceleration of any unvested portion of the Initial Equity Grants (as defined in her employment agreement), (iv) full acceleration of any unvested portion of the Performance Equity Grants (as defined in her employment agreement) in the event such termination occurs within 12 months of a Change in Control, as defined our Amended and Restated 2013 Omnibus Incentive Plan (the “2013 Plan”) (see “Equity Award Provisions” below), and (v) if elected, payment or reimbursement for COBRA healthcare continuation coverage for up to 18 months following the termination date.

Regardless of the reason of termination, under the CEO Employment Agreement, Dr. Sabzevari will be entitled to receive (i) any earned, but unpaid, base salary through the date of termination, (ii) a cash payout of accrued but unused vacation, and (iii) any amounts owed for reimbursement of expenses pursuant to applicable Precigen reimbursement policies.

“Cause” under CEO Employment Agreement has generally the same meaning as “Cause” in the employment agreements with the other named executive officers, except that a continued failure to substantially perform material duties does not constitute cause and that only material acts of dishonesty, illegal conduct, fraud, embezzlement, misappropriation, material misconduct, or breach of fiduciary duty constitute Cause.

“Good Reason” under Dr. Sabzevari’s Employment Agreement has generally the same meaning as “Good Reason” in the employment agreements with the other named executive officers, except that a

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reduction in her base salary of more than 5%, other than a general reduction for similarly situated employees not to exceed 10%, constitutes “Good Reason.”

Equity Award Provisions

To ensure that we will have the continued dedicated service of certain executives, including some of our named executive officers, notwithstanding the possibility, threat, or occurrence of a Change in Control, our stock option and RSU award agreements with our named executive officers contain change in control provisions. Specifically, these agreements provide that in the event a Change in Control occurs and no provision is made for the continuance, assumption or substitution of the option award by the Company or its successor in connection with the Change in Control, then the award will vest in full, to the extent not already vested, on the earlier of the date of the Change in Control or the date the award is to be terminated in connection with the Change in Control, provided the executive has remained continuously employed by the Company or any affiliate from the grant date until such time.

The Compensation Committee believes that the Change in Control provisions in our 2013 Plan and our stock option awards serve the best interests of our Company and our shareholders by ensuring that if a Change in Control is ever under consideration, our executives are able to perform their duties and responsibilities and advise the Board about the potential transaction in the best interests of shareholders, without being unduly influenced by the distracting uncertainty and risk associated with a Change in Control, such as fear of the economic consequences of losing their equity awards as a result of a Change in Control.

A “Change in Control” is defined in the 2013 Plan to ~~increase~~mean generally the occurrence of any of the following events:

(a)

the accumulation in any number of related or unrelated transactions by any person of beneficial ownership (as such term is used in Rule 13d-3 promulgated under the Exchange Act) of more than 50% of the combined voting power of our voting stock; provided that for purposes of this subsection (a), a Change in Control will not be deemed to have occurred if the accumulation of more than 50% of the voting power of our voting stock results from any acquisition of voting stock (i) directly from the Company that is approved by the Incumbent Board (as defined in the 2013 Plan), (ii) by the Company, (iii) by any employee benefit plan (or related trust) sponsored or maintained by us or any affiliate, or (iv) by any person pursuant to a merger, consolidation, reorganization or other transaction (a “Business Combination”) that would not cause a Change in Control under subsection (b), (c) or (d) below;

(b)

consummation of a Business Combination, unless, immediately following that Business Combination, (i) all or substantially all of the persons who were the beneficial owners of our voting stock immediately prior to that Business Combination beneficially own, directly or indirectly, more than 50% of the then outstanding shares of common stock and more than 50% of the combined voting power of the then outstanding voting stock entitled to vote generally in the election of directors of the entity resulting from that Business Combination (including, without limitation, an entity that as a result of that Business Combination owns the Company or all or substantially all of our assets either directly or through one or more subsidiaries) in substantially the same proportions relative to each other as their ownership, immediately prior to that Business Combination, of our voting stock:

(c)

a sale or other disposition of all or substantially all of our assets, except pursuant to a Business Combination that would not cause a Change in Control under subsection (b) above or (d) below;

(d)

approval by the shareholders of a complete liquidation or dissolution of the Company, except pursuant to a Business Combination that would not cause a Change in Control under subsection (b) and (c) above;

(e)

the acquisition by any person, directly or indirectly, of the power to direct or cause the direction of our management and policies (i) through the ownership of securities which provide the holder with such power, excluding voting rights attendant with such securities, or (ii) by contract; provided that a Change in Control will not be deemed to have occurred if such power was acquired (x) directly from the Company in a transaction approved by the Incumbent Board, (y) by an

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employee benefit plan (or related trust) sponsored or maintained by the Company or any affiliate or (z) by any person pursuant to a Business Combination that would not cause a Change in Control under subsections (b), (c) or (d) above; or

(f)

During any period of two consecutive years, the Incumbent Board ceases to constitute a majority of the Board.

Notwithstanding the foregoing, a “Change in Control” does not include any accumulation of beneficial ownership or any Business Combination pursuant to which more than 50% of the beneficial ownership of the combined voting power of our voting stock is owned by (i) Randal J. Kirk, his spouse, his descendants and the spouses of his descendants, (ii) trusts and other entities established generally for the benefit of Randal J. Kirk, his spouse, his descendants and the spouses of his descendants, (iii) Third Security Staff 2001 LLC and any related funds, investors or entities, and/or (iv) any entities established by any of the foregoing.

In addition, our stock option and RSU award agreements with our named executive officers provide for the full vesting of the awards in the event of termination by reason of the named executive officer’s death or disability.

Potential Payments

The following table shows the potential payments upon termination without cause or for good reason by the executive officer, a change in control of the Company, incapacity or death for the named executive officers based on agreements and plans in effect as of December 31, 2022. The amounts in this table are calculated assuming the triggering event occurred on December 31, 2022 and all executives were paid in a lump sum payment.

		Potential Payments upon Termination or a Change in Control
		Termination Without Cause or for Good Reason (Prior to a Change in Control) ($)		Termination Without Cause or for Good Reason (Within 12 Months of a Change in Control) ($)		Change in Control (No Termination)(1) ($)		Disability(2) ($)		Death(3) ($)
Helen Sabzevari	Accelerated Equity		—		26,851		26,851		26,851		26,851
	Severance Payment		1,500,000		1,500,000		—		—		—
	Prorated Bonus		1,500,000		1,500,000		—		—		—
	Other Compensation (PTO)		96,154		96,154		—		96,154		96,154
	Benefit Plans		13,733(4)		13,733(4)		—		630,000		1,545,000
	Total		3,107,190		3,134,041		26,851		753,005		1,668,005
Harry Thomasian Jr.	Accelerated Equity		—		—		—		—		—
	Severance Payment		—		—		—		—		—
	Other Compensation (PTO)		27,829		27,829		—		27,829		27,829
	Benefit Plans		—		—		—		630,000		1,425,000
	Total		27,829		27,829		—		657,829		1,452,829
Donald P. Lehr	Accelerated Equity		—		—		28,787		28,787		28,787
	Severance Payment		862,500		862,500		—		—		—
	Other Compensation (PTO)		55,288		55,288		—		55,288		55,288
	Benefit Plans		58,425(4)		58,425(4)		—		630,000		1,545,000
	Total		976,213		976,213		28,787		714,075		1,629,075

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		Potential Payments upon Termination or a Change in Control
		Termination Without Cause or for Good Reason (Prior to a Change in Control) ($)		Termination Without Cause or for Good Reason (Within 12 Months of a Change in Control) ($)		Change in Control (No Termination)(1) ($)		Disability(2) ($)		Death(3) ($)
Jeffrey Perez	Accelerated Equity		—		—		28,787		28,787		27,787
	Severance Payment		750,000		750,000		—		—		—
	Other Compensation (PTO)		48,077		48,077		—		48,077		48,077
	Benefit Plans		51,778(4)		51,778(4)		—		630,000		1,545,000
	Total		849,855		849,855		27,787		706,864		1,624,864
Rutul R. Shah	Accelerated Equity		—		—		—		—		—
	Severance Payment		—		—		—		—		—
	Other Compensation (PTO)		34,848		34,848		—		34,848		34,848
	Benefit Plans		—		—		—		630,000		1,145,000
	Total		34,848		34,848		—		664,868		1,179,848

(1)

In the event of a change in control, as described above, unvested stock options and RSUs vest immediately unless provision is made for the continuance, assumption, or substitution of the option award by the Company or its successor. For purposes of this table, we assume that no such provision has been made. This column reflects the value of the accelerated vesting, which is calculated (i) for stock options by multiplying the number of shares subject to accelerated vesting under outstanding stock options by the difference between $1.52 (which was the closing market price per share of our common stock on December 30, 2022, the last trading day of fiscal 2022) and the per-share exercise price of the applicable accelerated stock option and (ii) for RSUs by multiplying the number of shares subject to accelerated vesting under outstanding RSUs by $1.52.

(2)

The named executive officer would also be eligible for benefits payable under the long-term disability insurance policy maintained by the Company.

(3)

The named executive officer’s heirs would also be eligible for benefits under the life insurance policy maintained by the Company.

(4)

Includes the full premium cost of COBRA healthcare continuation coverage payable for 18 months following the executive’s termination, assuming that the executive does not become eligible to receive healthcare coverage from a subsequent employer or otherwise becomes ineligible for COBRA healthcare continuation coverage during this period.

PAY VERSUS PERFORMANCE

In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and Non-PEO NEOs and Company performance for the fiscal years listed below. For the most recently completed fiscal year, we did not use any financial performance measure to link Compensation Actually Paid to our NEOs to the Company’s performance; accordingly, this disclosure does not present a company-selected measure in the table below nor a tabular list of our most important performance measures, as permitted by the Securities and Exchange Commission. For further information regarding our performance-based approach to executive compensation and how the Company aligns executive compensation with the Company’s performance, see “Compensation Discussion and Analysis.”

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Year	Summary Compensation Table Total for Helen Sabzevari(1) ($)		Compensation Actually Paid to Helen Sabzevari(1)(2)(3) ($)		Average Summary Compensation Table Total for Non-PEO NEOs(1) ($)		Average Compensation Actually Paid to Non-PEO NEOs(1)(2)(3) ($)		Value of Initial Fixed $100 Investment based on:(4)				Net Income (Loss) ($ Millions)(5)
Year	Summary Compensation Table Total for Helen Sabzevari(1) ($)		Compensation Actually Paid to Helen Sabzevari(1)(2)(3) ($)						TSR ($)		Peer Group TSR ($)		Net Income (Loss) ($ Millions)(5)
(a)	(b)		(c)		(d)		(e)		(f)		(g)		(h)
2022		3,497,620		(1,088,021)		892,363		601,344		27.74		113.65		28.3
2021		2,516,168		(16,112,695)		611,020		230,396		67.70		126.45		(92.2)
2020		20,409,916		41,484,902		1,168,689		1,740,335		186.13		126.42		(170.5)

(1)

Helen Sabzevari was our PEO for each year presented. The individuals comprising the Non-PEO NEOs for each year presented are listed below.

2020	2021	2022
Donald P. Lehr	Harry Thomasian Jr.	Harry Thomasian Jr.
Jeffery Perez	Donald P. Lehr	Donald P. Lehr
Rick Sterling	Jeffery Perez	Jeffery Perez
Randal Kirk	Rick Sterling	Rutul Shah
	Brad Osborne
	James V. Lambert

(2)

The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote (3) below.

(3)

Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table.

Year	Summary Compensation Table Total for PEO ($)		Exclusion of Stock Awards and Option Awards for PEO ($)		Inclusion of Equity Values for PEO ($)		Compensation Actually Paid to PEO ($)
2022		3,497,620		(2,209,127)		(2,376,516)		(1,088,021)
2021		2,516,168		(749,998)		(17,878,865)		(16,112,695)
2020		20,409,916		(18,644,600)		39,719,586		41,484,902

Year	Average Summary Compensation Table Total for Non-PEO NEOs ($)		Average Exclusion of Stock Awards and Option Awards for Non-PEO NEOs ($)		Average Inclusion of Equity Values for Non-PEO NEOs ($)		Average Compensation Actually Paid to Non-PEO NEOs ($)
2022		892,363		(357,307)		66,288		601,344
2021		611,020		(215,235)		(165,389)		230,396
2020		1,168,689		(653,440)		1,225,086		1,740,335

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The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables. The Company does not pay any dividends and consequently, no adjustment for dividends is shown in the following tables.

Year	Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for PEO ($)		Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for PEO ($)		Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for PEO ($)		Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for PEO ($)		Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for PEO ($)		Total – Inclusion of Equity Values for PEO ($)
2022		933,566		(3,366,326)		426,136		(369,892)		0		(2,376,516)
2021		0		(17,338,751)		662,450		(1,202,564)		0		(17,878,865)
2020		37,870,674		595,965		1,300,000		(47,053)		0		39,719,586

Year	Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($)		Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($)		Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($)		Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($)		Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($)		Total – Average Inclusion of Equity Values for Non-PEO NEOs ($)
2022		192,885		(122,266)		32,298		(36,629)		0		66,288
2021		84,641		(105,418)		65,018		(47,094)		(162,536)		(165,389)
2020		136,606		429,872		692,095		(33,487)		0		1,225,086

For the values of equity awards included in the above tables, the valuation of certain stock option awards uses the Black-Scholes option-pricing model with volatility assumptions that may differ materially from those disclosed as of the grant date. For purposes of this table, full reliance on the Company’s historical volatility was used even in cases where there was not full history, when on the grant date, a weighted blend of the Company’s volatility and the average historical peer volatilities was used.

(4)

The Peer Group TSR set forth in this table utilizes the NASDAQ Biotechnology Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2022. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of each of the listed years in the Company and in the NASDAQ Biotechnology Index, respectively. Historical stock performance is not necessarily indicative of future stock performance.

(5)

Reflects “Net Income (loss)” for each applicable year as set forth in our Consolidated Statements of Operations included in our Annual Report on Form 10-K for each of the applicable years.

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Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”)

The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and the Company’s cumulative TSR over the three most recently completed fiscal years.

Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income (loss)

The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Net Income (loss) during the three most recently completed fiscal years.

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Description of Relationship Between Company TSR and Peer Group TSR

The following chart compares our cumulative TSR over the three most recently completed fiscal years to that of the NASDAQ Biotechnology Index over the same period.

CEO PAY RATIO

As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and Item 402(u) of Regulation S-K (“Item 402(u)”), we are providing the following information about the relationship between the annual total compensation of our employees and the annual total compensation of Helen Sabzevari, Ph.D., our CEO during 2022. The pay ratio included in this information is a reasonable estimate calculated in a manner consistent with Item 402(u). Because Item 402(u) affords a large degree of flexibility in calculating the CEO pay ratio by allowing the use of reasonable estimates, assumptions and methodologies, the pay ratio disclosed by us below may not be comparable to pay ratio disclosures presented by other companies.

For 2022, our last completed fiscal year:

•

as reported in the Summary Compensation Table, the annual total compensation of our CEO was $3,497,620 (see above for details on this calculation); and

•

the annual total compensation of our median employee (other than our CEO) was $115,000.

Based on this information, for 2022, the ratio of the annual total compensation of our CEO to the
median of the annual total compensation of all employees was 30 to 1.

In accordance with Item 402(u), we were required to reidentify our median employee for 2022 as there was a significant change to our employee population in 2022 that we believe would have significantly affected our pay ratio disclosure had we used the same median employee identified for purposes of our 2020 pay ratio disclosure, which was the last time we identified a median employee. Our pay ratio may fluctuate from year-to-year due to changes in the median employee’s or our CEO’s compensation. We believe putting into context how our median employee was identified highlights why that employee’s compensation and the resulting pay ratio, and year-over-year changes thereto, should not be compared on an “apples-to-apples” basis.

Consistent with our methodology disclosed in our 2020 proxy statement, to identify the median of the annual total compensation of all our employees, as well as to determine the annual total compensation of the median employee, the methodology and the material assumptions, adjustments, and estimates used were as follows:

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Determination Date

We selected December 31, 2022 as the date from which to determine our total employee population and gather pay data.

Employee Population

As of December 31, 2022, according to internal payroll records, our total employee population, excluding our CEO, consisted of approximately 190 individuals working at our Company or within our consolidated subsidiaries on either a full-time or part-time basis. Out of these approximate 190 individuals, 85% are located in North America and 15% are located in Europe.

Methodology

To identify the median employee, a listing was prepared of our employee population as of December 31, 2022. We annualized the compensation of any permanent employees, employed either part-time or full-time, who were employed by us for less than the full fiscal year. Additionally, we converted non-USD currency to USD using the Oanda conversion rate as of December 28, 2022. We then compared the actual cash compensation received during 2022 for those employees, consisting of base salary amounts and annual incentive awards as reflected by internal payroll records. We identified our median employee using this compensation measure, which was consistently applied to all of our employees across the employee population. Using this methodology, we determined that the median employee was a full-time, salaried employee located in the United States.

Annual Total Compensation

With respect to the annual total compensation of the median employee, we identified and calculated the elements of such employee’s compensation for 2022 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K. This calculation is the same calculation used for our named executive officers as set forth in the Summary Compensation Table earlier in this Proxy Statement. With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column of the Summary Compensation Table herein.

EQUITY COMPENSATION PLAN INFORMATION

The following table sets forth certain information as of December 31, 2022 with respect to securities that may be ~~subject~~issued pursuant to outstanding awards granted under our 2008 Equity Incentive Plan (the “2008 Plan”), the 2013 Plan, and the Incentive Plan for Non-Employee Service Providers (as amended, the “2019 Plan”) and authorized for issuance under the 2013 Plan and the 2019 Plan. No new awards may be granted under the 2008 Plan. Each of these equity compensation plans was adopted with the approval of our shareholders.

Plan Category	Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights (a)		Weighted- Average Exercise Price of Outstanding Options, Warrants and Rights (b)			Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in column (a)) (c)
Equity compensation plans approved by shareholders		15,899,091(1)		$	10.41		20,192,485(2)
Equity compensation plans not approved by shareholders		—			—		—
Total		15,899,091		$	10.41		20,192,485

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(1)

Includes 15,201,276 outstanding stock options and 697,815 outstanding RSUs.

(2)

Our 2013 Plan, in addition to being available for future issuance upon exercise of stock options and vesting of RSUs that have been or may be granted after December 31, 2022, and our 2019 Plan, each provide for the issuance of SARS, restricted stock awards, other stock-based awards, incentive awards, and dividend equivalents.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

The following is a description of transactions since January 1, 2022 to which we have been a party, in which the amount involved exceeded or will exceed $120,000, and in which any of our directors, executive officers or beneficial owners of more than 5% of our voting securities, or affiliates or immediate family members of any of our directors, executive officers or beneficial owners of more than 5% of our voting securities, had or will have a direct or indirect material interest.

We believe that each of these transactions was on terms no less favorable to us than terms we could have obtained from unaffiliated third parties. Moreover, all of these transactions have been approved by ~~2,000,000 shares. Other~~a majority of the independent and disinterested members of the Board. It is our intention to ensure that all future transactions, if any, between us and our officers, directors, principal shareholders and their affiliates or family members, are approved by the Audit Committee or a majority of the independent and disinterested members of the Board, and are on terms no less favorable to us than those that we could obtain from unaffiliated third parties.

Transactions with ECC Parties, Joint Ventures and Majority-Owned Subsidiaries

Intrexon Energy Partners and Intrexon Energy Partners II

In December 2015, we and certain investors (the “IEP II Investors”), including Harvest, entered into a Limited Liability Company Agreement which governs the affairs and conduct of ~~shares~~business of Intrexon Energy Partners II, LLC (“Intrexon Energy Partners II”), a joint venture formed to utilize our natural gas bioconversion platform for the production of 1,4-butanediol, an industrial chemical intermediate used to manufacture spandex, polyurethane, plastics, and polyester. We also entered into an ECC with Intrexon Energy Partners II providing exclusive rights to our technology for the use in the field, as a result of which ~~may be~~we received a technology access fee of $18 million while retaining a 50% membership interest in Intrexon Energy Partners II. The IEP II Investors made initial capital contributions, totaling $18 million in the aggregate, in exchange for pro rata membership interests in Intrexon Energy Partners II totaling 50%. In December 2015, the owners of Intrexon Energy Partners II made a capital contribution of $4 million, half of which was paid by us. We committed to make capital contributions of up to $10 million, and the IEP II Investors, as a group and pro rata in accordance with their respective membership interests in Intrexon Energy Partners, have committed to make additional capital contributions of up to $10 million, at the request of the Intrexon Energy Partners II board of managers, or the Intrexon Energy Partners II Board, and subject to ~~awards~~certain limitations.

In July 2022, we obtained control of both of Intrexon Energy Partners Board and Intrexon Energy Partners II Board. Based on our assessment of the status of each collaboration and ultimate dissolution of Intrexon Energy Partners and Intrexon Energy Partners II, we determined that it was probable that no further performance obligations would occur under the ~~2013 Plan~~respective collaboration agreements. Accordingly, the Company recognized the remaining balance of deferred revenue associated with Intrexon Energy Partners and Intrexon Energy Partners II, less the amounts paid to acquire the membership interests of the investors of $7,000, for an aggregate amount of revenue recognized of approximately $14,561.

Policies and Procedures for Related Person Transactions

The Board has adopted a written related policy with respect to related person transactions. This policy governs the review, approval or ratification of covered related person transactions. The Audit Committee of the Board oversees and manages this policy.

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For purposes of this policy, a “related person transaction” is a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which we (or any of our subsidiaries) were, are or will be a participant, and the amount involved exceeds $120,000 and in which any related person had, has or will have a direct or indirect interest. For purposes of determining whether a transaction is a related person transaction, the Audit Committee relies upon Item 404 of Regulation��S-K, promulgated under the Exchange Act.

The policy generally provides that ~~is reflected~~we may enter into a related person transaction only if:

•

the Audit Committee pre-approves such transaction in accordance with the guidelines set forth in the ~~proposed Amendment, there are no other changes proposed~~policy;

•

the transaction is on terms comparable to those that could be obtained in arm’s length dealings with an unrelated third party and the Audit Committee (or the chairperson of the Audit Committee) approves or ratifies such transaction in accordance with the guidelines set forth in the policy;

•

the transaction is approved by the disinterested members of the Board; or

•

the transaction involves compensation approved by the Compensation Committee.

In the event a related person transaction is not pre-approved by the Audit Committee and our management determines to recommend such related person transaction to the ~~2013 Plan.~~

Audit Committee, such transaction must be reviewed by the Audit Committee. After review, the Audit Committee will approve or disapprove such transaction. When our Chief Legal Officer, in consultation with our CEO or our Chief Financial Officer, determines that it is not practicable or desirable for us to wait until the next Audit Committee meeting, the chairperson of the Audit Committee possesses delegated authority to act on behalf of the Audit Committee. The ~~2013 Plan became effective~~Audit Committee (or the chairperson of the Audit Committee) may approve only those related person transactions that are in, or not inconsistent with, our best interests and the best interests of our shareholders, as the Audit Committee (or the chairperson of the Audit Committee) determines in good faith.

The Audit Committee has determined that certain types of related person transactions are deemed to be pre-approved by the Audit Committee. Our related person transaction policy provides that the following transactions, even if the amount exceeds $120,000 in the aggregate, are considered to be pre-approved by the Audit Committee:

•

any employment of certain named executive officers that would be publicly disclosed;

•

director compensation that would be publicly disclosed;

•

transactions with other companies where the related person’s only relationship is as a director or owner of less than 10% of said company (other than a general partnership), if the aggregate amount involved does not exceed the greater of $200,000 or 5% of that company’s consolidated gross revenues;

•

transactions where all shareholders receive proportional benefits;

•

transactions involving competitive bids;

•

transactions with a related person involving the rendering of services at rates or charges fixed in conformity with law or governmental authority; and

•

transactions with a related person involving services as a bank depositary of funds, transfer agent, registrar, trustee under a trust indenture or similar services.

In addition, the Audit Committee will review the policy at least annually and recommend amendments to the policy to the Board from time to time.

The policy provides that all related person transactions will be disclosed to the Audit Committee, and all material related person transactions will be disclosed to the Board. Additionally, all related person transactions requiring public disclosure will be properly disclosed, as applicable, on our various public filings.

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The Audit Committee will review all relevant information available to it about the related person transaction. The policy provides that the Audit Committee may approve or ratify the related person transaction only if the Audit Committee determines that, under all of the circumstances, the transaction is in, or is not inconsistent with, our best interests. The policy provides that the Audit Committee may, in its sole discretion, impose such conditions as it deems appropriate on us or the related person in connection with approval of the related person transaction.

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PROPOSAL 4
APPROVAL OF THE
PRECIGEN, INC. 2023 OMNIBUS INCENTIVE PLAN

Overview

On April 21, 2023, upon the ~~closing~~recommendation of the Compensation Committee, our ~~initial public offering in August~~Board adopted the Precigen, Inc. 2023 Omnibus Incentive Plan (the “2023 Plan”), subject to approval by our shareholders. The 2023 Plan is intended to replace the Company’s Amended and Restated 2013 ~~and~~Omnibus Incentive Plan (as amended, the “2013 Plan”, or the “Prior Plan”) — which was initially approved by our shareholders at our 2014 Annual Meeting. ~~Our shareholders have authorized additional~~

In connection with the design and adoption of the 2023 Plan, our Board and the Compensation Committee carefully considered our anticipated future equity needs, our historical equity compensation practices and the advice of the Compensation Committee’s independent compensation consultant. The aggregate number of shares being requested for ~~issuance pursuant to~~authorization under the ~~2013~~2023 Plan ~~at each of our Annual Meetings since 2015.~~

~~Share Increase~~

The 2013 Plan has served as an important part of our overall compensation program since it became effective. The 2013 Plan enables us to grant equity-based compensation awards designed to provide an additional incentive for our officers, employees, and~~non-employee~~ directors and other service providers who are critical to the achievement of our long-term financial and strategic goals. We believe that the Amendment, which amends the 2013 Plan to increase by 2,000,000is 12,500,000 plus the number of shares ~~of common stock which may be subject to awards thereunder, supports our ability to attract, motivate, and retain the most competent and skilled officers, employees,non-employee~~ ~~directors, and other service providers, which is a significant factor~~remaining available for ~~our long-term success. Awards made~~future grant under the ~~2013~~Prior Plan ~~including annual cash incentive awards and long-term incentive equity grants, are designed to align~~as of the ~~individual interests~~date of ~~our officers, employees,non-employee~~ ~~directors, and other service providers with~~shareholder approval of the ~~interests~~2023 Plan (which, as of ~~our shareholders and reward them for the creation of long-term shareholder value.~~

~~We believe that the number of~~April 17, 2023 was 9,396,501 shares). The additional 12,500,000 shares ~~currently~~ available for issuance under the ~~2013~~2023 Plan ~~may not be sufficient in view~~would represent approximately 4.89% of our ~~compensation structure and strategy and that the availability~~outstanding shares as of the ~~additional shares sought in this proposal will help us to continue to have a sufficient~~Board adoption date. The Board believes the number of shares reserved for issuance under the 2023 Plan represents a reasonable amount of ~~common stock available for~~potential additional equity dilution.

If the 2023 Plan is approved by our shareholders, it will replace the Prior Plan, and we will cease granting any new awards under the ~~2013~~Prior Plan. AsIf the 2023 Plan is not approved by our shareholders, the Prior Plan will remain in effect in its current form, and we will continue to be able to grant equity incentive awards under the Prior Plan until its expiration, which will occur in 2023. Following the expiration of the Prior Plan, we will be unable to maintain our current equity grant practices and, therefore, we will be at a ~~result,~~significant competitive disadvantage in attracting, retaining and motivating talented individuals who contribute to our success. We will also be compelled to replace equity incentive awards with cash awards, which may not align the ~~Compensation Committee~~interests of our executives and ~~the Board have approved the Amendment, subject to the approval~~employees with those of our shareholders atas effectively as equity incentive awards.

Considerations for the ~~Annual Meeting.~~

~~As of March 31, 2020, there were options to purchase an aggregate of 12,052,124 shares of common stock outstanding under~~Approval the ~~2013~~2023 Plan at a weighted-average exercise price of $18.53 per share and a weighted-average remaining term of 6.94 years, 2,891,634 RSUs outstanding under the 2013 Plan, and 3,301,269 shares of common stock reserved for future issuance under the 2013 Plan, which is our only plan under which equity awards can currently be made to officers and employees. As of March 31, 2020, all of our 616 employees were eligible to receive awards under the 2013 Plan, including five executive officers. As of March 31, 2020, eight~~non-employee~~ ~~directors and all of our consultants were also eligible to receive awards under the 2013 Plan, although we currently only make awards tonon-employee~~ ~~directors and consultants under the 2019 Incentive Plan forNon-Employee~~ Service Providers (the “2019 Plan”) and not the 2013 Plan. The granting of awards under the 2013 Plan is discretionary, and we cannot now determine the number or type of awards to be granted in the future to any particular person or group. As of March 31, 2020, the fair market value of our common stock was $3.40, which was the closing price of our common stock on that date on the Nasdaq Global Select Market.

~~In making the recommendation to increase the 2013 Plan’s share reserve by an additional 2,000,000 shares, we considered a number of factors, including:~~

Importance of Long-Term Equity Incentives. Long-term equity incentives are an important component of our executive compensation program, motivating officers and employees,non-employee directors, and other service

providers to make decisions that focus on creating long-term value for shareholders, aligning their interests with the interests of shareholders, and serving as an effective recruitment and retention tool.

Corporate Governance Best Practices

The 2023 Plan has been designed to build upon the effectiveness of the Prior Plan and the 2023 Plan incorporates certain corporate governance best practices to further align our equity compensation program with the interests of our shareholders. The following is a list of some of these best practices, which are intended to protect the interests of our shareholders:

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No evergreen provision. The 2023 Plan does not contain an “evergreen” feature pursuant to which the shares authorized for issuance under the plan can be increased automatically without shareholder approval.

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Minimum vesting requirements. Awards under the 2023 Plan are subject to a minimum vesting period of one year from the date of grant, with only narrow exceptions, which we believe strengthen our employees’ interest in creating long-term value for our shareholders.

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Restricted dividends and dividend equivalents on awards. The 2023 Plan permits payment of dividend equivalents on awards subject to a vesting condition only if and when the underlying award vests. The 2023 Plan also prohibits the payment of dividend equivalents on shares subject to outstanding options or stock appreciation right awards (“SARs”).

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No discounted options or SARs. Stock options and SARs must have an exercise price per share that is no less than the fair market value of our common stock on the date of grant.

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No repricing. Repricing of options and SARs is not be permitted without shareholder approval, except for adjustments with respect to certain specified extraordinary corporate transactions.

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No “liberal” change in control definition. The change in control definition under the 2023 Plan is only be triggered in those instances where an actual change in control occurs.

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No automatic single-trigger vesting of employee awards. Awards granted under the 2023 Plan to employees will not vest automatically upon a change in control, unless such awards are not assumed, substituted or continued by a successor entity.

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Limit on non-employee director compensation. The maximum aggregate compensation that may be paid to any non-employee director any calendar year (including cash and awards under the 2023 Plan) is $750,000, or $1 million for the year in which such director is first elected or appointed to the Board.

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Clawback of awards. The Compensation Committee has the authority to subject awards granted under the 2023 Plan to any clawback or recoupment policies that the Company has in effect from time to time.

Historical Burn Rate. We are committed to managing the use of our equity incentives prudently to balance the benefits equity compensation brings to our compensation program with the dilution it causes our shareholders. As part of our analysis when considering the proposed share increase, we considered the 2013 Plan’s three-year average “burn rate,” or the number of shares subject to equity awards granted ~~since our initial public offering in August 2013,~~from the beginning of 2020 through the first quarter of 2023, divided by the weighted average number of shares outstanding for that period. For each of 2022, 2021 and 2020, our “burn rate” was 2.2%, 1.1%, and 4.5%, respectively.

We also considered that during the period from the beginning of ~~2019~~2020 through ~~the end of the~~ first quarter of ~~2020~~2023, we made equity grants from the 2013 Plan in connection with the following: leadership appointments to advance our efforts, including the ~~appointment~~appointments of our ~~CEO;~~CEO and CFO; the compensation of employees who we believe are critical to furthering our business strategy; equity grants in lieu of cash compensation; incentivizing our key officers and employees; ~~our former Services Agreement entered into and effective as of November 1, 2015, between us and Third Security that expired on January 1, 2020;~~ and our former Restricted Stock Unit Agreement with Mr. Kirk that expired on March 31, ~~2020 (the “RSU Agreement”).~~2020. We believe these new hires and compensation decisions are critical to the development and strength of our senior management team to attract the experience and talent necessary to further implement our strategy.

Overhang Percentage. Over the period from January 1, 2020 through March 31, 2023, our overhang percentage has averaged 14.1%, which is based on an average of (i) approximately 15,154,740 shares subject to outstanding equity awards under the 2013 Plan and the 2019 Incentive Plan for Non-Employee Service Providers (as amended, the “2019 Plan”), (ii) 12,841,745 shares available for future equity awards under the 2013 Plan and 2019 Plan, and (iii) 198,739,160 shares of the Company outstanding on a fully-diluted basis. The following table sets forth the total equity dilution as of the date of this Proxy Statement:

Number of Stock Options Outstanding 16,930,366
Weighted Average Exercise Price $ 9.41
Weighted Average Term (in years) 6.97
Number of Full-Value Stock Awards Outstanding 1,877,308
Number of Shares Remaining for Future Grant 13,898,967
2013 Plan 9,396,501
2019 Plan 4,502,466
Common Shares Outstanding as of April 25, 2023 255,482,753
Overhang Percentage 12.8%

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If approved, the 12,500,000 additional shares reserved for issuance under the 2023 Plan would increase the overhang percentage to approximately 17.7%.

Shareholder Value Transfer Test. When evaluating the appropriate number of shares to ~~increase the share~~ reserve under the ~~2013~~2023 Plan, we reviewed the shareholder value transfer of the proposed increase, calculated as the value of available shares and plan awards as a percentage of our market capitalization, and determined that ~~the addition of 2,000,000 shares to the 2013 Plan~~a share reserve of 12,500,000 new shares under the 2023 Plan was reasonable and consistent with industry guidelines.

Expected Duration. ~~We expect~~Based on our usage of shares authorized for issuance under the Prior Plan and our reasonable expectation of future equity usage, we believe that the number of shares ~~available~~being requested for ~~issuance pursuant to future awards, including the additional shares if this proposal is approved by our shareholders, will be sufficient for currently anticipated awards~~authorization under the ~~2013~~2023 Plan ~~for the foreseeable future.~~will last at least 12 months (or perhaps longer). Expectations regarding future share usage could be ~~impacted~~impacted. by a number of factors such as hiring and promotion activity at the executive level; the rate at which shares are returned to the ~~2013~~2023 Plan reserve upon awards’ expiration, forfeiture, or cash settlement; the future performance of our stock price; consequences of acquisitions or dispositions; and other factors. While we believe that the assumptions we used are reasonable, future share usage may differ from current expectations. If, however, the shareholders do not approve the ~~Amendment to increase the number of shares reserved for issuance under the 2013~~2023 Plan, there may not be a sufficient number of shares of our common stock available to achieve our recruiting and retention objectives.

~~Text~~

Attract and Retain Talent. We grant equity incentive awards to a broad spectrum of our employees, not only executives and named executive officers. Approving the 2023 Plan will enable us to continue to recruit, retain and motivate top talent at many levels within the Company necessary to our success following the expiration of the ~~Amendment~~

~~The first paragraph of Section 6.02 of the 2013 Plan would be revised as follows:~~

~~“6.02Aggregate Limit~~

~~The maximum aggregate number (the “Maximum Aggregate Number”) of shares of Common Stock which may be subject to Awards under this Plan is~~~~25,000,00027,000,000 shares of Common Stock.”~~

Prior Plan.

Summary of the Material Terms of the ~~2013~~2023 Plan

The following is a summary of the material terms and principal features of the ~~2013 Plan is set forth below.~~2023 Plan. This summary does not purport to be a complete ~~description of all provisions of the 2013 Plan~~ and is subject to, and qualified in its entirety by, ~~reference to~~ the ~~2013 Plan, a~~2023 Plan. A copy of ~~which is attached as an appendix to~~the 2023 Plan has been filed with the SEC with this Proxy Statement as Annex A.

Purpose. The purpose of the 2023 Plan is to motivate and ~~incorporated by reference into this proposal.~~

~~Purpose~~~~. We established~~reward those employees and other individuals to perform at the ~~2013 Plan~~highest level and contribute significantly to ~~attract, retain, and motivate our employees, officers, andnon-employee~~ ~~directors, to promote~~ the success of our ~~business by linking the personal~~Company, thereby furthering our best interests ~~of our employees, officers, consultants, advisors,~~ and~~non-employee~~ ~~directors to~~ those of our ~~shareholders~~shareholders.

Eligibility. Our employees, consultants, advisors, other individual service providers and non-employee directors are eligible to ~~encourage stock ownership on~~receive awards under the ~~part~~2023 Plan. As of ~~management.~~April 17, 2023, there were approximately 194 employees and 9 non-employee directors eligible to receive awards under the 2023 Plan. The ~~2013~~basis of participation in the 2023 Plan is ~~intended~~the Compensation Committee’s decision, in its sole discretion, that an award to ~~permit~~an eligible participant will further the ~~grant of stock options (both incentive stock~~

~~options, or “ISOs”, andnon-qualified~~ stock options, or “NQSOs,” and, collectively, “Options”), SARs, restricted stock awards, or Restricted Stock Awards, RSUs, incentive awards, or Incentive Awards, other stock-based awards, or Stock Based Awards, and dividend equivalents, or Dividend Equivalents.

~~Administration~~2023 Plan’s stated purpose (as described above). ~~The 2013 Plan is administered by~~In exercising its discretion, the Compensation Committee ~~which has~~will consider the ~~authority to grant awards to such persons~~recommendations of management and ~~upon such terms and conditions (not inconsistent with~~ the ~~provisions~~purpose of the ~~2013 Plan) as it may consider appropriate. The Committee may act through subcommittees or, with respect~~2023 Plan.

Authorized Shares. Subject to ~~awards granted to individuals who are not subject to the reporting and other provisions of Section 16 of the Exchange Act, who are not members of the Board or the board of directors of our Affiliates~~adjustment (as defined by the 2013 Plan) and who are not a covered employee subject to the $1 million deduction limit under Section 162(m) of the Code, delegate to one or more officers all or part of its duties with respect to such awards. The Committee may, at its discretion, accelerate the time at which any award may be exercised, become transferable or nonforfeitable, or become earned and settled including without limitation (i) in the event of the participant’s death, disability, retirement, or involuntary termination of employment or service (including a voluntary termination of employment or service for good reason) or (ii) in connection with a Change in Control (as defined in the 2013 Plan).

~~Authorized Shares~~~~. Under the 2013 Plan, we may issue a maximum aggregate of 25,000,000 shares of common stock (27,000,000 shares of common stock if the shareholders approve the Amendment to the 2013 Plan)~~described below), all of which may be issued pursuant to Options, SARs, Restricted Stock Awards, RSUs, Incentive Awards, Stock-Based Awards, or Dividend Equivalents. Each share issued in connection with an award will reduce the number of shares ~~available for~~that may be subject to awards granted under the ~~2013~~2023 Plan ~~by one, and each share covered under the exercised portion of a SAR~~ will ~~reduce~~equal 12,500,000 plus the number of shares remaining available for ~~awards~~future grant under the ~~2013~~Prior Plan ~~by one, even though the share is not actually issued upon settlement~~as of the ~~SAR. Shares relating to awards that are terminated by expiration, forfeiture, cancellation~~date of shareholder approval of the 2023 Plan (which, as of April 17, 2023 was 9,396,501 shares).

If an award (including any award granted under the Prior Plan) expires or is canceled or forfeited, or is otherwise ~~without issuance of shares of common stock,~~ settled ~~in cash in lieu of shares, or exchanged prior to~~without the issuance of shares, ~~for awards not involving~~the shares covered by the award will again be available for issuance under the ~~2013~~2023 Plan. Shares ~~not issued as a result~~surrendered or withheld in payment of ~~net settlement of~~taxes related to an award (including any award granted under the Prior Plan) will become available again for issuance under the 2023 Plan. Shares tendered or withheld ~~to pay the~~in payment of an exercise ~~price,~~or purchase price ~~or withholding taxes of an award or shares purchased on the open market with the proceeds of the exercise price of an award~~ will ~~be deemed delivered under the 2013 Plan and will not again~~ be available for issuance under the ~~2013~~2023 Plan.

~~Written Agreements~~~~. All~~ Shares underlying substitute awards (i.e., awards granted as replacements for awards granted by a company that we acquire or with which we combine) will not reduce the number of shares available for issuance under the 2023 Plan.

Individual Limits.

The maximum number of shares that may be issued pursuant to incentive stock options is 12,500,000.

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A participant who is a non-employee director may not receive compensation for any calendar year in excess of $750,000 (or $1,000,000 for the year in which the non-employee director is first elected or appointed to the Board) in the aggregate, including cash payments and awards granted under the ~~2013~~2023 Plan.

Administration. The 2023 Plan ~~will~~is administered by the Compensation Committee or another committee designated by the Board (or, if the Board does not designate a committee, the Board).

The Compensation Committee has authority under the 2023 Plan to:

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designate participants;

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determine the types of awards to grant, the number of shares to be ~~governed~~covered by ~~separate written agreements between~~awards, the ~~participants~~terms and ~~us. The written agreements will specify~~conditions of awards, whether awards may be settled or exercised in cash, shares, other awards, other property or net settlement, the circumstances under which awards may be canceled, forfeited or suspended, and whether awards may be deferred automatically or at the election of the holder or the Compensation Committee;

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amend the terms of any outstanding awards;

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correct any defect, supply any omission or reconcile any inconsistency in the ~~particular awards.~~

~~Transferability~~~~. Generally, an~~2023 Plan or any award is~~non-transferable~~ ~~except by will~~agreement, in the manner and to the extent it shall deem desirable to carry the 2023 Plan into effect;

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interpret and administer the 2023 Plan and any instrument or agreement relating to, or award made under, the ~~laws of descent~~2023 Plan;

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establish, amend, suspend or waive rules and ~~distribution,~~regulations, appoint agents and ~~during~~make any other determination and take any other action that it deems necessary or desirable to administer the ~~lifetime~~2023 Plan, in each case, as it deems appropriate for the proper administration of the ~~participant~~2023 Plan and compliance with applicable law, stock market or exchange rules and regulations or accounting or tax rules and regulations; and

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make any other determination and take any other action deemed necessary or desirable for the administration of the 2023 Plan and due compliance with applicable law, stock market or exchange rules and regulations or accounting or tax rules and regulations.

The Compensation Committee may delegate the authority to ~~whom~~grant awards under the ~~award is granted, the award may only be exercised by, or payable~~2023 Plan, to the ~~participant. However,~~extent permitted by applicable law, to (i) one or more officers of the Company (except that such delegation will not be applicable to any award for a person then covered by Section 16 of the Exchange Act) and (ii) one or more committees of the Board (which may consist solely of one director).

Types of Awards. The 2023 Plan provides for grants of stock options, SARs, restricted shares, RSUs, performance awards and other stock-based and cash-based awards.

Stock Options. A stock option is a contractual right to purchase shares at a future date at a specified exercise price. The per share exercise price of a stock option (other than a substitute award) will be determined by the Compensation Committee and may ~~provide that awards, other~~not be less than ~~ISOs or~~the closing price of a ~~Corresponding SAR that is related to an ISO,~~share on the grant date. The Compensation Committee will determine the date after which each stock option may be ~~gifted by a participant to immediate family members or trust or other entities on behalf~~exercised and the expiration date of ~~the Participant and/or family members. Any such transfer~~each option, provided that no option will be permitted only if (i) the participant does not receive any consideration for the transfer and (ii) the Committee expressly approves the transfer. The holder of the transferred award will be bound by the same terms and conditions that governed the award during the period that it was held by the participant, except that such transferee may only transfer the award by will or the laws of descent and distribution.

~~Maximum Award Period~~~~. No award shall be~~ exercisable ~~or become vested or payable~~ more than ten years after the ~~date~~grant date. Options that are intended to qualify as incentive stock options must meet the requirements of ~~grant. An ISO granted~~Section 422 of the Code.

SARs. SARs represent a contractual right to ~~a Ten Percent Shareholder (as defined in the 2013 Plan) or a corresponding SAR that relates to such an ISO may not be exercisable more than five years after the date of grant.~~

~~Compliance with Applicable Law~~. No award shall be exercisable, vested, or payable except in compliance with all applicable federal and state laws and regulations (including, without limitation, tax and securities laws), any listing agreement with any stock exchange to which we are a party, and the rules of all domestic stock exchanges on which our shares may be listed.

~~Payment~~~~. The exercise or purchase price of an award, and any taxes required to be withheld with respect to an award, may be paid~~receive, in cash or ifshares, an amount equal to the ~~written agreement so provides,~~appreciation of one share from the grant date. Any SAR will be granted subject to the same terms and conditions as apply to stock options.

Restricted Stock. Restricted stock is an award of shares that are subject to restrictions on transfer and a substantial risk of forfeiture.

RSUs. RSUs represent a contractual right to receive a share (or cash in an amount equal to the value of a share) at a future date, subject to specified vesting and other restrictions.

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Performance Awards. Performance awards, which may be denominated in cash or shares, will be earned on the satisfaction of performance goals specified by the Compensation Committee. The Compensation Committee ~~may allow a participant~~has authority to pay all or part of the exercise or purchase price, and any required withholding taxes, by tendering shares of common stock the participant already owns, through a broker-assisted cashless exercise, by means of “net exercise” procedure whereby shares of common stock shall be withheld from delivery, orspecify that any other ~~specified medium of payment or combination thereof.~~

~~Shareholder Rights~~~~. No participant shall have any rights as our shareholder as a result of issuance of an~~ award ~~until the award is settled by the issuance of common stock (other than a Restricted Stock Award or RSUs for which certain shareholder rights may be granted).~~

~~Forfeiture Provisions~~. Awards do not confer upon any individual any right to continue in our employ or service or in the employ or service of our affiliated entities. All rights to any award that a participant has will be immediately forfeited if the participant is discharged from employment or service.

~~Types of awards~~

~~Options~~~~. Both ISOs and NQSOs may be~~ granted under the ~~2013 Plan. The Compensation Committee determines~~2023 Plan will constitute a performance award by conditioning the ~~eligible individuals to whom grants of Options will be made, the number of shares subject to each option, the exercise price per share, the time~~exercisability or times at which the option may be exercised, whether any performance or other conditions must be satisfied before a participant may exercise an option, the method of payment by the participant, the method of delivery of shares to a participant, whether the Option is an ISO or a NQSO, and all other terms and conditionssettlement of the ~~award. However, the exercise price of an Option may not be less than the fair market value of a share of common stock~~award on the ~~date the Option is granted. No participant may be granted ISOs that are first exercisable in any calendar year for shares~~satisfaction of common stock having an aggregate fair value (determined on the date of grant) that exceeds $100,000. With respect to an ISO granted to a participant who is a Ten Percent Shareholder (as defined in the 2013 Plan), the exercise price per share may not be less than 110% of the fair market value of the common stock on the date the Option is granted. At the Committee’s discretion, an Option may be granted with or without a Corresponding SAR (as defined below).

~~SARs~~. A SAR entitles the participant to receive, upon exercise, the excess of the fair market value on that date of each share of common stock subject to the exercised portion of the SAR over the fair market value of each such share on the date of the grant of the SAR. A SAR can be granted alone or in tandem with an Option. A SAR granted in tandem with an Option is called a Corresponding SAR and entitles the participant to exercise the Option or the SAR, at which time the other tandem award expires with respect to the number of shares being exercised.performance goals.

Other Stock-Based Awards. The Compensation Committee is authorized to ~~determine the eligible individuals to whom grants of SARs will be made, the number of shares of common stock covered by the~~ grant ~~the time or times at which a SAR may be exercised, and all~~ other terms and conditions of the SAR. However, no participant may be granted Corresponding SARs that are related to ISOs which are first exercisable in any calendar year for shares of common stock having an aggregate fair market value (determined on the date of grant) that exceeds $100,000.

~~Restricted Stock Awards and RSUs~~~~. A Restricted Stock Award is the grant or sale of shares of common stock,~~stock-based awards, which may be ~~subject to forfeiture for a period of time~~denominated in shares or ~~subject to certain conditions. An RSU entitles~~factors that may influence the ~~participant to receive, upon vesting, shares~~value of our ~~common stock. We will deliver to~~shares, including convertible or exchangeable debt securities, other rights convertible or exchangeable into shares, purchase rights for shares, dividend rights or dividend equivalent rights or awards with value and payment contingent on our performance or that of our business units or any other factors that the ~~participant one share of common stock for each RSU that becomes earned and payable. With regard to Restricted Stock Awards, the~~Compensation Committee designates.

Other Cash-Based Awards. The Compensation Committee is authorized to ~~determine~~grant other cash-based awards (including cash awarded as a bonus or upon the ~~eligible individuals to whom grants will be made, the number~~attainment of shares subject to such grants, the purchase price, if any, to be paid for each share subject to the award of restricted stock, the time or times at which the restrictions will terminate, and all other terms and conditions of the restricted stock. With regards to RSUs, the Committee is authorized to determine the eligible individuals to whom grants will be made, the number of shares subject to such grants and the vesting conditions entitling a participant to settlement of the RSUs.

~~Incentive Awards~~. An Incentive Award entitles the participant to receive cash or common stock when certain conditions are met. The Compensation Committee has the authority to determine the eligible individuals to whom grants will be made and all other terms and conditions of the Incentive Award.

~~Stock-Based Awards~~~~. Stock-Based Awards may be denominated or payable in, valued by reference to~~specified performance criteria or otherwise ~~based on shares of common stock, including awards convertible~~as permitted under the 2023 Plan), either independently or exchangeable into shares of common stock (or the cash value thereof) and common stock purchase rights and awards valued by reference to the fair market value of the common stock. The Compensation Committee has the authority to determine the eligible individuals to whom grants will be made and all other terms and conditions of Stock-Based Awards. However, the purchase price for the common stock under any Stock-Based Award in the nature of a purchase right may not be less than the fair market value of a share of common stock as of the date the award is granted. Cash awards, as an element of or supplement to any other award under the ~~2013 Plan, may also be granted.~~

~~The~~2023 Plan.

Adjustments. In the event the Compensation Committee determines that, as a result of any dividend or other distribution, recapitalization, stock split, reverse stock split, reorganization, merger, amalgamation, consolidation, split-up, spin-off, combination, repurchase or exchange of shares or other securities, issuance of warrants or other rights to purchase our shares or other securities, issuance of our shares pursuant to the anti-dilution provisions of our securities, or other similar corporate transaction or event affecting our shares, or of changes in applicable laws, regulations or accounting principles, an adjustment is ~~also authorized~~necessary to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the ~~2013~~2023 Plan, ~~to grant~~the Compensation Committee will adjust equitably any or all of: (i) the number and type of shares ~~of common stock as a bonus, or to grant shares of common stock~~ or other securities that thereafter may be made the subject of awards, ~~in lieu~~including the aggregate limits under the 2023 Plan; (ii) the number and type of shares or other securities subject to outstanding awards; (iii) the grant, purchase, exercise or hurdle price for any award or, if deemed appropriate, make provision for a cash payment to the holder of an outstanding award; and (iv) the terms and conditions of any outstanding awards, including the performance criteria of ~~our obligations or~~any performance awards.

Termination of ~~our affiliates to pay cash or to deliver other property under the 2013 Plan or under any other of our plans or compensatory arrangements or any of our affiliates.~~

~~Dividend Equivalents~~. Service and Change in Control.

The Compensation Committee may ~~also grant Dividend Equivalents under~~determine in any individual case, the ~~2013 Plan. A Dividend Equivalent is~~circumstances in which, and the extent to which, an award ~~that entitles~~may be exercised, settled, vested, paid or forfeited in the ~~participant~~event of a termination of employment or service prior to ~~receive~~the end of a performance period or vesting, exercise or settlement of such award.

In the event of a “change in control” (as defined in the 2023 Plan and described below), the Compensation Committee may, in its sole discretion, take any one or more of the following actions with respect to outstanding awards:

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continuation or assumption of the award by the successor or surviving corporation (or its parent);

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substitution or replacement of the award by the successor or surviving corporation (or its parent) with cash, ~~shares of common stock, other awards,~~securities, rights or other property ~~equal~~to be paid or issued, as the case may be, by the successor or surviving corporation (or a parent or subsidiary thereof) with substantially the same terms and value as the award (including any applicable performance targets or criteria);

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acceleration of the vesting of the award and the lapse of any restrictions thereon, and in ~~value~~the case of options and SARs, acceleration of the right to ~~all or~~exercise the award during a specified ~~portion~~period (and the termination of ~~dividends paid with respect~~such option or SAR without payment of any consideration therefor to ~~shares~~the extent the award is not timely exercised), in each case, either (i) upon a participant’s involuntary termination of ~~our common stock. The Committee is authorized to determine the eligible individuals to whom grants will be made and all other terms and conditions~~employment or service (including a termination of the ~~Dividend Equivalents. However, no Dividend Equivalents~~participant’s employment by us without “cause” or by the participant for “good reason” and/or due to the participant’s death or “disability,” as such terms may be ~~awarded in connection with an Option, SAR, or Stock-Based Award in the nature of purchase rights.~~

~~Material Terms of the Performance-Based Compensation~~

~~Awards that are paid to our current or former named executive officers may be subject to the tax deduction limitations of Section 162(m) of the Code.~~

~~Eligibility~~~~. Any of our employees or service providers, employees or service providers of our Affiliates (as~~ defined in the ~~2013~~applicable award agreement and/or the participant’s employment agreement or offer letter, as the case may be) on or within a specified period following

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such change in control or (ii) if the successor or surviving corporation (or its parent) fails to or otherwise does not continue or assume the award;

•

in the case of a performance award, determination of the level of attainment of any applicable performance conditions; and

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cancellation of the award in consideration of a payment equal to the value of the award (as determined in the discretion of the Compensation Committee), with the form, amount and timing of such payment determined by the Compensation Committee in its sole discretion (subject to the terms of the 2023 Plan), ~~and nonemployee members~~provided that the Compensation Committee may, in its sole discretion, terminate without the payment of any consideration any options or SARs for which the exercise or hurdle price is equal to or exceeds the per share value of the ~~Board or of any board of directors of our Affiliates is eligible~~consideration to ~~receive an award under the 2013 Plan.~~

~~Award Limits~~~~. In any calendar year, no participant may~~ be ~~granted Options, SARs or other stock-based awards~~paid in the ~~nature of purchase rights that relate to more than 5,000,000 shares of common stock. For these purposes, an Option and its corresponding SAR will be counted as~~change in control transaction.

Under the 2023 Plan, a ~~single award. For any award stated with reference to a specific dollar limit,~~“change in control” generally means the ~~maximum amount payable with respect to any12-month~~ ~~performance period to any one participant is $5,000,000(pro-rated~~ ~~up or down for performance periods greater or less than 12 months). Award limits that are expressed as a number of shares are subject to the adjustment provisions of the 2013 Plan as described below.~~

~~Performance Criteria~~. The Compensation Committee has the discretion to establish objectively determinable performance conditions for when qualified performance-based awards will become vested, exercisable, and payable. Objectively determinable performance conditions generally are performance conditions (a) that are established in writing (i) at the time of the grant or (ii) no later than the earlier of (x) 90 days after the beginning of the period of service to which they relate and (y) before the lapse of 25% of the period of service to which they relate; (b) that are uncertain of achievement at the time they are established and (c) the achievement of which is determinable by a third party with knowledge of the relevant facts. These performance conditions may be based on one or any combination of metrics related to our financial, market or business performance. The form of the performance conditions also may be measured on a company, affiliate, division, business unit, or geographic basis, individually, alternatively or in any combination, subset or component thereof. Performance goals may

reflect absolute entity performance or a relative comparison of entity performance to the performance of a peer group of entities or other external measure of the selected performance conditions. Profits, earnings, and revenues used for any performance condition measurement may exclude any extraordinary or nonrecurring items. The performance conditions may, but need not, be based upon an increase or positive result under the aforementioned business criteria and could include, for example and not by way of limitation, maintaining the status quo or limiting the economic losses (measured, in each case, by reference to the specific business criteria). An award that is intended to become exercisable, vested or payable on the achievement of performance conditions means that the award will not become exercisable, vested or payable solely on mere continued employment or service. However, such an award, in addition to performance conditions, may be subject to continued employment or service by the participant. The performance conditions upon which qualified performance-based compensation may be based include any or any combination of the following: (a) revenue, (b) earnings before interest, taxes, depreciation and amortization, or EBITDA, (c) cash earnings (earnings before amortization of intangibles), (d) operating income,~~(e) pre-orafter-tax~~ income, (f) earnings per share, (g) net cash flow, (h) net cash flow per share, (i) net earnings, (j) return on equity, (k) return on total capital, (l) return on sales, (m) return on net assets employed, (n) return on assets or net assets, (o) share price performance, (p) total shareholder return, (q) improvement in or attainment of expense levels, (r) improvement in or attainment of working capital levels, (s) net sales, (t) revenue growth or product revenue growth, (u) operating income (before or after taxes), (v)~~pre-orafter-tax~~ income (before or after allocation of corporate overhead and bonus), (w) earnings per share; (x) return on equity, (y) appreciation in and/or maintenance of the price of the shares of our common stock, (z) market share, (aa) gross profits, (bb) comparisons with various stock market indices; (cc) reductions in cost, (dd) cash flow or cash flow per share (before or after dividends), (ee) return on capital (including return on total capital or return on invested capital), (ff) cash flow return on investments; (gg) improvement in or attainment of expense levels or working capital levels, and/or (hh) shareholder equity.

~~The Compensation Committee has the discretion to select one or more periods of time over which the attainment~~occurrence of one or more of the ~~foregoing performance conditions will be measured for~~following events:

•

The accumulation by any person of beneficial ownership of more than 50% of the ~~purpose~~combined voting power of ~~determining when an award will become vested, exercisable, or payable. The Committee has~~our voting stock (other than such accumulation that results from any acquisition of voting stock (i) directly from our Company approved by the ~~authority to adjust goals and awards in the manner set forth in the 2013 Plan.~~

~~Change in Control~~~~. In the event of a “Change in Control”~~Incumbent Board (as defined in the ~~2013~~2023 Plan) ~~and, with respect~~, (ii) by our Company, (iii) by any employee benefit plan (or related trust) sponsored or maintained by our Company or any affiliate, or (iv) by any person pursuant to ~~awards~~a merger, consolidation, reorganization or other transaction (a “Business Combination”) that ~~are subject to Section 409A~~would not other cause a change in control under the 2023 Plan;

•

The consummation of a Business Combination, unless, immediately following that Business Combination, (i) all or substantially all of the ~~Internal Revenue Code~~persons who were the beneficial owners of ~~1986,~~our voting stock immediately prior to that Business Combination beneficially own, directly or indirectly, more than 50% of the then outstanding shares of common stock and more than 50% of the combined voting power of the then outstanding voting stock entitled to vote generally in the election of directors of the entity resulting from that Business Combination in substantially the same proportions relative to each other as ~~amended,~~their ownership, immediately prior to that Business Combination, of our voting stock;

•

A sale or other disposition of all or substantially all of our assets;

•

Approval by our shareholders of a complete liquidation or dissolution of our Company; or

•

During any period of two consecutive years, the ~~Code, and such awards, 409A Awards, only~~Incumbent Board (as defined in the 2023 Plan) ceases to constitute a majority of the Board.

Minimum Vesting Requirements. Each award granted pursuant to the ~~extent permitted by Section 409A~~2023 Plan will vest over a period of not less than one year following the ~~Code,~~date of grant. However, the Compensation Committee may, in its sole discretion, ~~may, on aparticipant-by-participant~~ ~~basis (a)~~ accelerate the vesting of ~~all unvested~~an award or otherwise lapse or waive this requirement upon the participant’s death, disability or a change in control. In addition, the Compensation Committee may grant awards that are not subject to these minimum vesting requirements with respect to 5% or less of the maximum aggregate number of shares available for issuance under the 2023 Plan (as may be adjusted in accordance with the terms of the 2023 Plan).

Amendment and ~~unexercised Options, SARs or Stock-Based Awards in the nature of purchase rights and/~~Termination. Our Board may amend, alter, suspend, discontinue or terminate ~~such awards, without any payment therefore, immediately prior to~~ the date of any such transaction after giving the participant at least seven days written notice of such actions; (b) fully vest and/or accelerate settlement of any awards; (c) terminate any outstanding Options, SARs or Stock-Based Awards in the nature of purchase rights after giving the participant notice and a chance to exercise such awards (to the extent then exercisable or exercisable upon the change in control); (d) cancel any portion of an outstanding award that remains unexercised or is2023 Plan, subject to restriction or forfeiture in exchange for a cash payment to the participant of the value of the award; or (e) require that the award be assumed by the successor corporation or replaced with interests of an equal value in the successor corporation.

~~Amendment and Termination~~. The 2013 Plan expires ten years after its original effective date, unless terminated earlier by the Board. Any award that is outstanding as of the date the 2013 Plan expires will continue in force according to the terms set out in the award agreement. The Board may terminate, amend, or modify the 2013 Plan at any time. However, shareholder approval may be required for certain types of amendments under applicable law or regulatory authority. Except as may be provided in an award agreement or the 2013 Plan, no amendment to the 2013 Plan may adversely affect the terms and conditions of any existing award in any material way without the participant’s consent.

~~An amendment will be contingent on~~ approval of our shareholders ~~to the extent~~if required ~~by law,~~ by the rules of ~~any~~the stock exchange on which our ~~securities~~shares are ~~then~~principally traded and except to the extent prohibited by applicable law or ifotherwise expressly provided in an award agreement. The Compensation Committee may amend, alter, suspend, discontinue or terminate any outstanding award. However, no such board or committee action that would materially adversely affect the ~~amendment would~~rights of a holder of an outstanding award may be taken without the holder’s consent, except (i) ~~increase~~to the ~~benefits~~

~~accruing~~extent that such action is taken to ~~participants~~cause the 2023 Plan to comply with applicable law, stock market or exchange rules and regulations or accounting or tax rules and regulations or (ii) to impose any “clawback” or recoupment provisions on any awards in accordance with the terms of the 2023 Plan. In addition, the Compensation Committee may amend the 2023 Plan in such manner as may be necessary or desirable to enable the 2023 Plan to achieve its stated purposes in any jurisdiction in a tax-efficient manner and in compliance with local rules and regulations.

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Prohibition on Repricing. Subject to adjustment as described above, the Compensation Committee may not, without the approval of our shareholders, seek to effect any re-pricing of any previously granted “underwater” option, SAR or similar award by (i) amending or modifying the terms of such Award to lower the exercise price; (ii) cancelling the underwater award and granting either (A) replacement awards having a lower exercise price or (B) other awards in exchange; or (iii) cancelling or repurchasing the underwater awards for cash or other securities.

Cancellation or “Clawback” of Awards. The Compensation Committee may specify in an award agreement that a participant’s rights, payments and benefits with respect to an award will be subject to reduction, cancellation, forfeiture or recoupment upon the occurrence of certain specified events, in addition to any otherwise applicable vesting or performance conditions of an award. The Compensation Committee will have full authority to implement any policies and procedures necessary to comply with Section 10D of the Exchange Act and any related listing standards rules promulgated thereunder and any other regulatory regimes. Any awards granted under the ~~2013~~2023 Plan ~~including without limitation,~~will be subject to any ~~amendment~~clawback or recoupment arrangements or policies the Company has in place from time to time.

Term. No award may be granted under the ~~2013~~2023 Plan ~~or any agreement~~after the earliest to ~~permit are-pricing~~ ~~or decrease in~~occur of (i) the ~~exercise price~~10-year anniversary of ~~any outstanding awards,~~the date of shareholder approval of the 2023 Plan, (ii) ~~increase~~ the ~~aggregate~~maximum number of shares ~~of common stock that may be issued~~available for issuance under the ~~2013~~2023 Plan has been issued or (iii) ~~modify~~ the ~~eligibility requirements for participation in~~Board terminates the ~~2013~~2023 Plan.

Material U.S. Federal Income Tax Consequences of Awards under the ~~2013~~2023 Plan

The following discussion summarizes the principal federal income tax consequences associated with awards under the ~~2013~~2023 Plan. The discussion is based on laws, regulations, rulings, and court decisions currently in effect, all of which are subject to change.

ISOs. A participant will not recognize taxable income on the grant or exercise of an ISO (although the excess of the fair market value of the common stock over the exercise price will be included for alternative minimum tax purposes in the year of exercise). A participant will recognize taxable income when he or she disposes of the shares of common stock acquired under the ISO. If the disposition occurs more than two years after the grant of the ISO and more than one year after its exercise (the “ISO holding period”), the participant will recognize long-term capital gain (or loss) to the extent the amount realized from the disposition exceeds (or is less than) the participant’s tax basis in the shares of common stock. A participant’s tax basis in the shares of common stock acquired under an ISO generally will be the amount the participant paid for the stock. If common stock acquired under an ISO is disposed of before the expiration of the ISO holding period described above, the participant will recognize as ordinary income in the year of the disposition the excess of the fair market value of the common stock on the date of exercise of the ISO over the exercise price. Any additional gain will be treated as long-term or short-term capital gain, depending on the length of time the participant held the shares. Special rules apply if a participant pays the exercise price by delivery of common stock. We will not be entitled to a federal income tax deduction with respect to the grant or exercise of an ISO. However, in the event a participant disposes of common stock acquired under an ISO before the expiration of the ISO holding period described above, we generally will be entitled to a federal income tax deduction equal to the amount of ordinary income the participant recognizes on the disqualifying ~~disposition, subject to the deduction conditions and limits applicable under Section 162(m) of the Code.~~

disposition.

NQSOs. A participant will not recognize any taxable income on the grant of a NQSO. On the exercise of a NQSO, the participant will recognize as ordinary income the excess of the fair market value of the common stock acquired over the exercise price. A participant’s tax basis in the common stock then is the amount paid for the shares of common stock plus any amounts included in income on exercise of the NQSO. Special rules apply if a participant pays the exercise price by delivery of common stock. The exercise of a NQSO generally will entitle us to claim a federal income tax deduction equal to the amount of ordinary income the participant recognizes on exercise of the ~~NQSO, subject to the deduction conditions and limits applicable under Section 162(m) of the Code.~~

NQSO.

SARs. A participant will not recognize any taxable income at the time SARs are granted. The participant at the time of receipt will recognize as ordinary income the amount of cash and the fair market value of the common stock that he or she receives on exercise of the SAR. We generally will be entitled to a federal income tax deduction equal to the amount of ordinary income the participant recognizes on exercise of the ~~SAR, subject to the deduction conditions and limits applicable under Section 162(m) of the Code.~~

SAR.

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Restricted Stock Awards and RSUs. With regard to Restricted Stock Awards, a participant will recognize ordinary income on account of a Restricted Stock Award on the first day that the shares are either transferable or no longer subject to a substantial risk of forfeiture. The ordinary income recognized will equal the excess of the fair market value of the common stock on such date over the price, if any, paid for the stock. However, even if the shares under a Restricted Stock Award are both nontransferable and subject to a substantial risk of forfeiture, the participant may make a special “83(b) election” to recognize income, and have his or her tax consequences determined, as of the date of grant of the Restricted Stock Award. The participant’s tax basis in the shares

received under the Restricted Stock Award will equal the income recognized plus the price, if any, paid for the Restricted Stock Award. We generally will be entitled to a federal income tax deduction equal to the ordinary income the participant recognizes with respect to the Restricted Stock Award. With regard to RSUs, a participant will not recognize any taxable income at the time RSUs are granted. When the terms and conditions to which the RSUs are subject have been satisfied and the RSUs are settled, the participant will recognize as ordinary income the fair market value of the common stock he or she receives on settlement of the RSUs. We generally will be entitled to a federal income tax deduction equal to the ordinary income the participant recognizes on settlement of the ~~RSUs,~~RSUs.

Registration with the SEC

If the shareholders approve this proposal, we will file with the SEC, as soon as reasonably practicable after such approval, a registration statement on Form S-8 relating to the additional shares available for issuance under the 2023 Plan.

New Plan Benefits

A new plan benefits table for the 2023 Plan and the benefits or amounts that would have been received by or allocated to participants for the last completed fiscal year under the 2023 if the 2023 Plan was then in effect, as described in the federal proxy rules, are not provided because all awards made under the 2023 Plan will be made at the Compensation Committee’s discretion, subject to the ~~deduction conditions and limits applicable under Section 162(m)~~terms of the ~~Code.~~

~~Incentive Awards~~~~. A participant will not recognize any taxable income at~~2023 Plan. Therefore, the ~~time an Incentive Award is granted. When the terms~~benefits and conditions to which an Incentive Award is subject have been satisfied and the award is paid, the participant will recognize as ordinary income the amount of cash and the fair market value of the common stock he or she receives on settlement of the Incentive Award. We generally will be entitled to a federal income tax deduction equal to the amount of ordinary income the participant recognizes on settlement of the Incentive Award, subject to the deduction conditions and limits applicable under Section 162(m) of the Code.

~~Stock-Based Awards~~. A participant will recognize ordinary income on receipt of cash or shares of common stock paid with respect to a Stock-Based Award. We generally will be entitled to a federal tax deduction equal to the amount of ordinary income the participant recognizes subject to the deduction conditions and limits applicable under Section 162(m) of the Code.

~~Dividend Equivalents~~. A participant will recognize as ordinary income the amount of cash and the fair market value of any common stock he or she receives on payment of the Dividend Equivalents. To the extent the Dividend Equivalents are paid in the form of other awards, the participant will recognize income as otherwise described herein. We generally will be entitled to a federal tax deduction equal to the amount of ordinary income the participant recognizes subject to the deduction conditions and limits applicable under Section 162(m) of the Code.

~~Limitation on Deductions.~~ Section 162(m) of the Internal Revenue Code denies a federal income tax deduction for certain compensation in excess of $1.0 million per year paid by a publicly held corporation to each of its “covered employees.” A publicly held corporation’s covered employees include its chief executive officer, its chief financial officer and the three other most highly compensated executive officers. To retain highly skilled executives and remain competitive with other employers, the Compensation Committee may authorize compensation that would not be deductible under Section 162(m) of the Code or otherwise if it determines that such compensation is in the best interests of us and our shareholders. Compensation to certain employees resulting from vesting of awards in connection with a change in control or termination following a change in control also may be~~non-deductible~~ ~~under Internal Revenue Code Section 280G.~~

~~Other Tax Rules~~. The 2013 Plan is designed to enable the Compensation Committee to structure awards that will not be subject to Section 409A of the Code, which imposes certain restrictions and requirements on nonqualified deferred compensation. However, the Committee may grant awards that are subject to Section 409A of the Code. In that case, the terms of such 409A Award will be (a) subject to the deferral election requirements of Section 409A of the Code; and (b) may only be paid upon a separation from service, a set time, death, disability, a change in control, or an unforeseeable emergency, each within the meaning of Section 409A of the Code. The Committee shall not have the authority to accelerate or defer a 409A Award other than as permitted by Section 409A of the Code. Moreover, any payment on a separation from service of a “Specified Employee” (as defined in the 2013 Plan) will not be made until six months following the participant’s separation from service (or upon the participant’s death, if earlier) as required by Section 409A of the Code.

~~Aggregate Grants under the 2013 Plan~~

The following table provides information with respect to the aggregate number of options and RSUs granted under the 2013 Plan to our (i) named executive officers, (ii) our current executive officers as a group, (iii) our

~~currentnon-employee~~ ~~directors, and (iv) all employees as a group except current officers, from inception of the 2013 Plan through March 31, 2020. It is not possible to determine the number of options or RSUs~~amounts that will be ~~granted in the future to participants~~received or allocated under the ~~2013 Plan.~~

Name and Position
   Options
Awarded    RSUs
Awarded
Helen Sabzevari, President and Chief Executive Officer
   4,650,000    1,280,865
Randal Kirk, Executive Chairman and former Chief Executive Officer
   —      1,000,999
Rick Sterling, Chief Financial Officer
   432,841    435,957
Donald Lehr, Chief Legal Officer
   432,855    435,957
Jeffrey Perez, Senior Vice President, Intellectual Property Affairs
   432,834    435,957
Robert Walsh, III, former Senior Vice President, Energy & Fine Chemicals Platforms
   328,926    185,957
Nir Nimrodi, former Chief Business Officer
   1,039,277    128,595
Current executive officers as a group
   5,948,530    3,589,735
Cesar Alvarez, Director
   117,932    32,614
Steven Frank, Director
   117,932    32,614
Vinita Gupta, Director
   111,696    32,614
Fred Hassan, Director
   126,916    32,614
Jeffrey Kindler, Director
   117,932    32,614
Dean Mitchell, Director
   117,932    32,614
Robert Shapiro, Director
   117,932    32,614
James Turley, Director
   159,502    32,614
All employees as a group except current officers
   21,461,697    2,925,794

2023 Plan are not determinable at this time. However, please refer to the 2022 Summary Compensation Table in this Proxy Statement which sets forth certain information regarding awards granted to our NEOs during the last completed fiscal year.

Vote Required and Board Recommendation

THE BOARD UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE ~~AMENDMENT TO THE 2013~~2023 PLAN.

~~IDENTIFICATION~~TABLE OF ~~EXECUTIVE OFFICERS~~

~~Set forth below is information regarding the position, age, and business experience of each of our executive officers.~~

~~Helen Sabzevari, Ph.D., age 58, Chief Executive Officer.~~~~For more information about Dr. Sabzevari, please see her biography under “Nominees for Election as Directors” on page 18.~~

~~Randal Kirk, age 66, Executive Chairman and Chairman of the Board.~~~~For more information about Mr. Kirk, please see his biography under “Nominees for Election as Directors” on page 18.~~

~~Rick Sterling, age 56, Chief Financial Officer.~~ Mr. Sterling has served as our Chief Financial Officer since 2007. Prior to joining us, he was with KPMG where he worked in the audit practice for over 17 years, with a client base primarily in the healthcare, technology, and manufacturing industries. Mr. Sterling is currently a member of the board of directors of AquaBounty Technologies Inc., a public biotechnology company (Nasdaq: AQB) that was our majority-owned subsidiary until October 2019. Mr. Sterling’s experience includes serving clients in both the private and public sector, including significant experience with SEC filings and Sarbanes-Oxley compliance. He received a B.S. in Accounting and Finance from Virginia Tech and is a licensed Certified Public Accountant.

~~Donald Lehr, age 45, Chief Legal Officer.~~Mr. Lehr has served as our Chief Legal Officer since 2011. From 2009 to 2011 he served as our Associate General Counsel. Mr. Lehr has broad experience in the areas of corporate, securities, and general business law. Prior to joining us, he practiced law with the law firm of Hogan Lovells US LLP (formerly Hogan & Hartson, LLP) in Baltimore, Maryland from 2002 to 2009. While at Hogan Lovells, his practice included the representation of privately and publicly held corporations across many industries, including biotechnology, pharmaceuticals, health care, software, technology, and manufacturing. Prior to his time at Hogan Lovells, Mr. Lehr served as a judicial clerk for the Honorable Irma S. Raker of the Court of Appeals of Maryland. Mr. Lehr received a B.A. from Swarthmore College and received a J.D. from the University of Maryland School of Law.

~~Jeffrey Perez, age 48, Senior Vice President, Intellectual Property Affairs.~~Mr. Perez has served as our Senior Vice President, Intellectual Property Affairs since August 2014. Mr. Perez is currently a member of the board of directors of AquaBounty Technologies Inc., a public biotechnology company (Nasdaq: AQB) that was our majority-owned subsidiary until October 2019. Before joining Precigen, Mr. Perez was Managing Director and Associate General Counsel and Intellectual Property at Third Security, LLC, where he evaluated potential investments of Third Security’s managed investment funds. Additionally, Mr. Perez worked with Third Security portfolio companies in evaluating and developing their intellectual property strategies and general corporate activities. Prior to joining Third Security, Mr. Perez practiced intellectual property law with the law firm of Hunton & Williams LLP in Washington D.C. Mr. Perez’s previous work involved client consultation, litigation, agreement work, opinion drafting, and patent procurement. Mr. Perez received a B.S. from Cornell University and his J.D. from George Mason University School of Law.

CONTENTS

~~COMPENSATION DISCUSSION AND ANALYSIS~~

The Compensation Committee oversees our executive compensation programs. In this role, the Committee reviews and approves all compensation decisions relating to our named executive officers. To assist with its duties, the Committee has engaged F. Daniel Siciliano as its outside compensation consultant to provide competitive compensation data and assist with the analysis and implementation of various aspects of our executive compensation decisions. Mr. Siciliano coordinates the procurement of data through third party data providers and synthesizes that data and related information in order to provide advice that the Committee considers in making its executive compensation decisions.

The individuals who served as our CEO and Chief Financial Officer during 2019, as well as the other individuals included in the Summary Compensation Table, are referred to throughout this Proxy Statement as the “named executive officers” and, to the extent they remain employed by us, together with the other executives of management, as the “executive officers.”

~~Our named executive officers for 2019 are:~~


~~Name~~		~~Position~~
~~Helen Sabzevari, Ph.D.~~		~~President and Chief Executive Officer~~
~~Randal Kirk~~		~~Executive Chairman and Former Chief Executive Officer~~
~~Rick Sterling~~		~~Chief Financial Officer~~
~~Donald Lehr~~		~~Chief Legal Officer~~
~~Jeffrey Perez~~		~~Senior Vice President, Intellectual Property Affairs~~
~~Robert Walsh, III~~		~~Former Senior Vice President, Energy & Fine Chemicals Platforms~~
~~Nir Nimrodi~~		~~Former Chief Business Officer~~

~~Executive Summary~~

Our goal for our executive compensation is to provide a comprehensive package that is sufficient to attract, motivate, and retain executives of outstanding ability, performance, and potential. The Compensation Committee seeks to establish and maintain an appropriate relationship between executive compensation and the creation of shareholder value. The Committee believes that the most effective compensation program is one that provides competitive base pay, rewards the achievement of established annual and long-term goals and objectives, and provides incentives for retention.

~~The Compensation Committee assists the Board in fulfilling its oversight responsibilities with respect to the compensation of our executive officers. The Committee is responsible for:~~

~~establishing and administering the base salaries and annual incentive awards of our executive officers, and~~

~~administering and making recommendations and awards under our equity incentive plans.~~

The Compensation Committee monitors the compensation paid to our executive officers to ensure it is fair, reasonable, and competitive and is substantially tied to our performance. The Committee evaluates, both

subjectively and objectively, our financial performance, competitive position, future potential, and the individual and group performance of the members of executive management. In such evaluation, the Committee reviews data prepared by management and employs the business experience of the individual members of the Committee. The Committee also utilizes the assistance of Mr. Siciliano as its outside compensation consultant.

As we entered 2019, our Compensation Committee recognized the evolving nature of our business strategy and that there was uncertainty as to whether or what specific transactions would occur over the course of the year. The strategic efforts in 2019 ultimately led to a refocusing of our Company on healthcare and the divestiture of a number of our~~non-healthcare~~ businesses and assets. For 2019, after taking into account the overall position of the Company and with a focus on retention and cash preservation, the Compensation Committee retained the existing base salaries for our executive officers, made annual incentive awards in the form of equity rather than using cash, and approved continuing employment agreements with executive officers that provide for severance upon certain terminations.

~~Key Compensation Corporate Governance Practices~~

The Compensation Committee and the Board regularly review evolving practices in executive compensation and corporate governance. We have adopted certain policies and practices that we believe are consistent with industry best practices, as tailored to our specific business model and strategic direction. We have also strived to adopt policies that will foster our growth and the continual realization of value to our shareholders by encouraging appropriate risk taking and entrepreneurship in support of our unique and dynamic business model. The Committee and the Board also actively scrutinize the anticipated effect of compensation practices on our ultimate goals.

~~What We Do:~~

✓

~~We ensure independence in establishing our executive compensation program.~~

✓

~~We use what we believe to be an appropriate mix of short-term and long-term compensation.~~

✓

~~We conduct an annual review and assessment of potential and existing risks arising from our compensation programs and policies.~~

✓

~~We engage an outside compensation consultant to advise on executive compensation matters.~~

✓

~~We assess risks relating to our executive compensation program.~~

✓

~~We use equity awards that vest over time and deliver greater value as our stock price increases.~~

~~What We Do Not Do:~~

~~× We do not allow hedging of Company stock.~~

~~× We do not provide excessive perquisites.~~

~~× We do not provide for taxgross-ups,~~ ~~except for~~~~de minimis~~~~amounts related to short-term disability insurance premiums.~~

~~× We do not allow repricing of stock options without shareholder approval.~~

~~× We do not offer guaranteed bonuses.~~

~~Our Compensation Philosophy~~

~~Our compensation philosophy is guided by the principle ofpay-for-performance.~~ ~~Our compensation programs are designed to support our business goals by rewarding achievement of short-term and progress towards long-term~~

objectives in a manner that links compensation of our executive officers with the value created for our shareholders. While aligning our executive officers’ compensation with our short-term and long-term business goals, we aim to provide the incentives needed to attract, motivate, reward, and retain our management talent, which is crucial to our long-term success.

~~Principles of Our Compensation Framework~~

Our executive compensation program is designed to attract, retain, motivate, and reward talented individuals who will execute our business plan so that we can succeed in the competitive and highly volatile business environment in which we operate. The Compensation Committee believes that the compensation program for our executive officers should reward the achievement of our short-term and long-term objectives and that compensation should be related to the value created for our shareholders. Furthermore, the compensation program should reflect competition and best practices in the marketplace. The following objectives serve as the Committee’s guiding principles for all compensation decisions:

~~Compensation should be linked to individual and corporate performance by aligning our executive compensation program to company-wide performance, which is assessed in terms of financial andnon-financial~~ ~~performance and creation of long-term value for our shareholders.~~

There should be an appropriate mix and weighting among base salary, annual incentive awards and long-term equity incentive awards such that an adequate amount of each executive officer’s total compensation is performance-based or “at risk.” Further, as an executive’s responsibilities increase, the portion of~~“at-risk”~~ ~~compensation for the executive should also increase as a percentage of total compensation.~~

~~Developments in Executive Compensation for 2019~~

We review our executive compensation practices annually to ensure that our plans and practices are supportive of our goals, remain competitive, and are in keeping with the best interests of our shareholders and our unique business model and operating environment. In January 2019, the Compensation Committee determined to continue with the use of RSUs as part of the mix of equity grants made to our executive officers, a practice that we started in January 2018, after a review of trending practices among similarly situated companies and deliberation about our competitiveness in recruitment and retention.

As we entered 2019, our Compensation Committee recognized the evolving nature of our business strategy and that there was uncertainty as to whether or what specific transactions would occur over the course of the year. In February 2019, we announced that we were evaluating equitization and monetization events for our subsidiaries, as well as considering which business units would find higher values independent of our Company. Recognizing how annual incentive goals can drive behavior, the Committee did not want to create annual incentive goals that would provide incentives to our executive officers to pursue specific transactions as opposed to considering each transaction on its own merit and how it would impact the long-term health of the Company. Accordingly, the Committee initially deferred setting performance objectives for our annual incentives. As the year progressed, the Committee reassessed this decision on multiple occasions. The Committee eventually concluded, after consultation with Mr. Siciliano, that in light of the strategic planning underway, that it would not set performance

objectives or establish a bonus pool for the purposes of 2019 annual incentive compensation, and that it would consider executive performance assessments for annual incentive compensation purposes in the first quarter of 2020. In reaching this conclusion, the Committee also considered that a number of transactions under consideration by the Company involved Mr. Kirk, and the Committee did not want to establish performance objectives that may be viewed as providing an incentive to other executive officers to pursue those specific transactions.

~~The strategic efforts in 2019 ultimately led to a refocusing of our Company on healthcare, the divestiture of a number of ournon-healthcare~~ businesses and assets, and the change of our name. As discussed in greater detail below, after conducting executive performance assessments in the first quarter of 2020, and with a focus on retention and cash preservation, the Compensation Committee made additional grants of equity to our continuing executive officers, other than Mr. Kirk, in recognition of 2019 performance.

We announced in April 2019 that we were working to realign our operations in an effort to better deploy resources, realize inherent synergies, and position us for growth with a core focus on healthcare. In connection with these efforts, Mr. Kirk, who at the time was our Chairman and Chief Executive Officer, recommended to our Compensation Committee that we enter into continuing employment agreements with our executive officers, other than himself. After consideration of Mr. Kirk’s recommendation and the Company’s public announcement and ongoing business activities, the Committee approved continuing employment agreements with each named executive officer, other than Mr. Kirk and Mr. Nimrodi. The agreements, entered into in April 2019, provide for severance rights upon the termination of such executive officer “without cause” or resignation by such executive officer for “good reason.” Given the focus in 2019 on assessing our overall business and the greater uncertainty caused by the decision in April 2019 to pursue and announce a realignment, the Committee concluded that it was appropriate to provide our executive officers with a level of certainty and to provide them greater comfort in making decisions for the Company. Specifically, the Committee adopted these agreements to help ensure that our executives would perform their duties and responsibilities and advise the Board about potential opportunities with the best interests of the Company and shareholders guiding their decisions and without being unduly influenced by the distracting uncertainty and risk associated with realignment considerations, such as fear of the economic consequences of losing their employment with the Company. See “Potential Payments Upon Termination or Change in Control” on page 60. See the discussion below under “2019 Long-Term Incentive Equity Awards” on page 49 for discussion of an additional grant of equity awards to our executive officers in April 2019.

~~Elements of Our Compensation Program~~

The Compensation Committee has a mix of compensation components that it utilizes, with the intent to make each component of total direct compensation competitive while also linking compensation to individual and corporate performance and encouraging stock ownership by our executive officers. The table below describes each compensatory element in our program and briefly explains how it promotes our objectives. We believe the combination of these elements provides an appropriate balance of rewards, incentives, and benefits to our executives and enables us to meet our desired compensation objectives, strengthen our ability to attract and retain highly qualified individuals, and to appropriately link pay to performance.


~~Element~~ ~~of Compensation~~	~~Description~~	~~How this Element Promotes~~ ~~Our Objectives~~
~~Annual Compensation~~
~~Base Salary~~	~~Fixed annual compensation that is certain in payment and provides continuous income.~~	~~Aids in both recruitment and retention; designed to be competitive in the marketplace.~~


~~Element~~ ~~of Compensation~~	~~Description~~	~~How this Element Promotes~~ ~~Our Objectives~~
~~Annual Incentive Awards~~	~~Performance-based compensation for achieving goals and objectives.~~	~~Motivates and rewards achievement of annual corporate objectives by providingat-risk~~ ~~comprehensive pay opportunities linked to performance.~~

~~Long-term Compensation~~
~~Equity Incentive Awards~~	~~Grants of options and/or RSUs that are part of our long-term incentive program; time-based vesting, generally over four years.~~	Promotes retention, increases long-term equity ownership, and aligns executive and long-term shareholder interests by linking a portion of their compensation to changes in company stock price. RSUs additionally provide officers with awards that have immediate value.

~~Other Compensation~~
~~Post-Termination~~ ~~Payments and Benefits~~	Payments and benefits upon termination of an executive’s employment in specified circumstances, such as termination other than for cause, resignation for good reason, retirement, death, disability, or a change in control, as described in greater detail beginning on page 60.	Provides assurance of financial security, which is desirable in lateral recruiting and executive retention and permits objective evaluation by executives of potential changes to our strategy and structure.

~~Other Benefits~~	~~Executives participate in employee benefit plans generally available to our employees.~~	~~Fair and competitive programs to provide for the health and well-being of executives and their families.~~

We do not provide our executives with any meaningful perquisites that are not provided to employees generally. We also do not have any deferred compensation programs or retirement programs other than our 401(k) Plan that is generally available to all employees. We enroll all eligible employees, other than our Executive Chairman, in the same health, dental, and life and disability insurance programs.

~~Base Salary~~

~~General~~. Base salary levels for our executive officers with the exception of our CEO and Executive Chairman are recommended to the Compensation Committee by our CEO and are subject to approval by the Committee and the Board. In setting the base salary level for each executive officer (other than our CEO and Executive Chairman), the Committee generally considers the executive officer’s experience level, demonstrated capabilities, time and placement in position, our geographic region, individual performance, and potential future contributions to our Company. In addition, the Committee may consider executive compensation data for the industry as a whole, including data from similarly situated companies. Base salaries are reviewed annually by the Committee. When making decisions to adjust executive salaries, the Committee will also consider our overall financial performance in addition to the factors identified above. No particular weight is assigned to any one factor. Taking into account the overall position of the Company, the Committee determined not to make any changes to base salary for our named executive officers in 2019.

~~Compensatory Arrangements for our Executive Chairman and Former CEO~~. The base salary for our former CEO, Mr. Kirk, was defined pursuant to the terms of the RSU Agreement between the Company and Mr. Kirk. On October 30, 2015, the Compensation Committee and the independent members of the Board approved the RSU Agreement as a compensation arrangement for Mr. Kirk. Previously, Mr. Kirk did not receive compensation for his services as our CEO other than through his participation in our Annual Incentive Plan, as defined below, which became effective January 1, 2015. Under the arrangement, Mr. Kirk received as compensation a payment of $200,000 per month, which payment was made in fully vested shares of our common stock that are subject to a three-year lockup on resale from the date of issuance. Beginning in April 2019, the number of RSUs underlying each award was based on the volume weighted average price of the common stock over the 30 day period ending on the last day of the month, as opposed to previously being based on the closing price on the last calendar day of the month. The RSU Agreement became effective in November 2015 and had an initial term of 12 months. The independent members of the Board, with the recommendation of the Committee, subsequently approved extensions of the RSU Agreement, with the final term lasting through March 31, 2020. All such extensions had been on substantially similar terms as the original RSU Agreement, with the exception of the stock calculation as noted above.

Mr. Kirk is also entitled to participate in executive incentive compensation plans adopted by the Board or the Compensation Committee from time to time, including the Annual Incentive Plan described below.

~~Annual Incentive Awards~~

~~General~~. Our Annual Incentive Plan is administered by the Compensation Committee, which has sole authority to formulate adjustments and make interpretations under the Annual Incentive Plan as it deems appropriate. Eligibility is determined by the Committee each calendar year within a select group of management or our key employees or any of our subsidiaries. For each incentive period, the Committee establishes the terms of the bonus awards under the Annual Incentive Plan, including the eligible employees, the corporate performance objectives by which the aggregate incentive pool will be determined and the individual performance levels that must be achieved for payment of each incentive award to an individual participant. The Committee is also empowered to determine whether any awards will be paid in cash, equity securities, or a combination thereof. We maintain a strong link between performance and pay through emphasis on incentives and use of financial, operational and leadership measures, which we believe are key drivers of long-term value creation for shareholders. These criteria are used together with~~non-financial~~ metrics that the Committee believes are leading indicators of the creation of long-term shareholder value. While these criteria serve as guidelines, the Committee has great discretion to determine the annual incentive awards to each participant.

For 2019, as discussed in greater detail above, the Compensation Committee determined not to utilize our formal Annual Incentive Plan given the strategic planning that was ongoing throughout the year. For 2020, the Committee is considering the appropriate structure for incentive compensation in light of the changes to our business and management, as well as global conditions as a result of the COVID-19 pandemic.

~~Discretionary Committee Action Relative to 2019 Performance~~. In March 2020, the Compensation Committee evaluated overall executive performance in a manner consistent with its customary review under the Annual Incentive Plan. In addition to the successful realignment activities that were finalized in the beginning of 2020, the Committee noted Dr. Sabzevari’s exceptional leadership and performance running our subsidiary PGEN Therapeutics, Inc. and the decision of our Board to promote her to the position of CEO of our Company. The Committee also considered that cash is an important resource to the Company, and that there were significant benefits to the Company in terms of cash preservation to using equity for annual award purposes. The Committee made~~one-time~~ grants to each executive officer, other than Mr. Kirk, in the form of RSUs. Dr. Sabzevari was granted an award of 500,000 RSUs vesting on May 14, 2020, and each of the other current executive officers receiving awards was granted an award of 250,000 RSUs, with 175,000 RSUs vesting on May 15, 2020, and the remaining 75,000 RSUs vesting in three equal installments on June 15, 2020, September 15, 2020, and December 15, 2020.

~~Long-Term Equity Incentive Awards~~

~~General~~. Our primary objectives in granting long-term equity incentive awards are to encourage significant ownership of our common stock by management and to provide long-term financial incentives linked directly to our long-term performance. The Compensation Committee believes that significant ownership of our common stock by senior management helps to align the interests of management and the shareholders.

Our long-term equity incentive awards have historically been in the form of time-vested stock options, generally vesting over four years. However, in a change prompted by (i) a desire to further align long-term compensation with company performance and (ii) an effort to strategically respond to the evolving recruitment and retention strategies of current or future competitors for our desired pool of executive talent, the Compensation Committee determined that, beginning in fiscal year 2018, it was appropriate to incorporate RSUs into the mix of long-term equity incentive awards contemplated as part of its long-term compensation strategy. The inclusion of RSUs is reflected in the 2019 long-term equity grants to executives, and is expected to continue to be a component of our long-term equity incentive compensation strategy.

Although we do not have a formal policy with respect to the grant of equity incentive awards to our executive officers, or any formal equity ownership guidelines applicable to them, we believe that equity grants provide our executives with a strong link to our long-term performance, create an ownership culture, and help to align the ownership interests of our executives and our shareholders. In addition, we believe that equity grants with a time-based vesting feature promote executive retention by incentivizing our executive officers to remain in our employment during the vesting period. Further, the levels at which they are granted, we believe, are competitive and appropriate for a company such as ours that is in a stage of anticipated growth with anticipated potential upside in stock performance over the long term. The size of the awards has historically taken into account a number of factors, including company performance as defined by the achievement of strategic objectives, individual performance, stock price performance, salary level, and tenure. The Compensation Committee believes that broad and significant employee ownership of our common stock effectively motivates the building of shareholder wealth.

~~2019 Long-Term Incentive Equity Awards~~. In January 2019, the Compensation Committee considered long-term equity incentive awards for 2019 in connection with its review of 2018 executive compensation and in light of certain retention and recruitment concerns. The Committee approved a grant of RSUs with a grant date fair value of $450,000 to each of the named executive officers, except for Mr. Kirk and Dr. Sabzevari, as indicated in the Grants of Plan-Based Awards table on page 57. At the time of the grants to these executive officers, the Committee was considering alternative long-term incentive awards for Dr. Sabzevari that were focused more specifically on the performance of PGEN Therapeutics, Inc. After further consideration, later in January 2019, the Committee determined that Dr. Sabzevari’s 2019 long-term equity incentive award for 2019 should be in the same form as the RSUs for the other executive officers and approved an award of RSUs to Dr. Sabzevari, which also had a grant date fair value of $450,000. The grants to the executive officers reflected the recommendations of the outside compensation consultant as appropriate to incentivize and retain the recipients. All of these 2019 equity awards were granted under the 2013 Plan, and each award vests in 25% increments over a four-year period beginning one year from the date of grant.

~~Additional 2019 Equity Awards~~

As discussed above under “Developments in Executive Compensation for 2019”, in April 2019 we announced that we were working to realign our operations in an effort to better deploy resources, realize inherent synergies,

and position the company for growth with a core focus on healthcare. In connection with these efforts, in addition to the salary continuation agreements described above, the Compensation Committee approved a grant to each of our NEOs, other than Mr. Kirk and Mr. Nimrodi, of RSUs with a grant date fair value of $300,000. These awards were granted under the 2013 Plan, and each award vests in 25% increments on a quarterly basis beginning on June 30, 2019. After consultation with Mr. Kirk and Mr. Siciliano, the Committee’s compensation consultant, the Committee concluded that it was appropriate to grant these awards to provide an additional incentive for our executives to remain with the Company during a period of greater uncertainty and risk associated with the ongoing realignment. In making these awards, the Committee considered a comparative executive compensation review performed with the assistance of Mr. Siciliano in December 2018 that reflected that, at the time, our executives had~~limited in-the-money equity~~ awards. In addition, the Committee considered that because the awards to our named executive officers that had already been made in 2019 vested over a longer period of time, the retention benefit in the near term was less substantial and that continuity of leadership would be needed throughout 2019 as the Company undertook its realignment efforts.

~~Equity Awards for 2018 Performance~~

In January 2019, the Compensation approved grants of RSUs to our named executive officers for 2018 performance as part of our annual incentive program. Each named executive officer received a grant of RSUs with a grant date fair value of $100,000 that was immediately vested and a grant of RSUs with a grant date fair value of $100,000 that vested ratably over four years. These awards are reported in the Summary Compensation Table for 2019 because they are equity awards, notwithstanding that the grants were made in respect of 2018 performance. A further discussion of these awards is included in the Compensation Discussion and Analysis contained in the proxy statement for our 2019 Annual Meeting of Shareholders.

~~Other Benefits~~

The Compensation Committee believes employee benefits are an essential component of our competitive total compensation package. These benefits are designed to attract and retain our employees. The executive officers may participate in, and we make contributions on their behalf to, the same benefit plans that are provided to all of our eligible employees, which include medical, health and dental insurance, long-term disability insurance, accidental death and disability insurance, and our 401(k) Plan. As part of the 401(k) Plan, we generally match 100% of the first 3% of compensation contributed by the employee into the 401(k) Plan subject to the Internal Revenue Code and our 401(k) Plan limits. We have disclosed all company matches for our named executive officers in the column labeled “All Other Compensation,” in the Summary Compensation Table on page 55, and separately disclosed each amount in the All Other Compensation Table for 2019 on page 56.

~~Employment Agreement with Dr. Sabzevari~~

In connection with her appointment to the position of President and CEO in January 2020, we entered into an employment agreement with Dr. Sabzevari (the “Employment Agreement”). The term under the Employment Agreement commenced on January 1, 2020 and continues until terminated in accordance with the Employment Agreement.

Dr. Sabzevari’s initial annual base salary under the Employment Agreement is $1,000,000. On January 5, 2020 (the “Grant Date”), pursuant to the terms of the Employment Agreement, Dr. Sabzevari received a grant of (i) restricted stock units equal to 500,000 shares of Precigen common stock, which will vest on the first anniversary of the Grant Date (the “RSU Grant”), (ii) incentive stock options to purchase up to 1,500,000 shares of our common stock with an exercise price of $5.95 (the “FMV”), 50% of which will vest on the first anniversary of the Grant Date and the remaining 50% of which will vest in equal installments on each of the next three anniversaries of the Grant Date (together with the RSU Grant, the “Initial Equity Grants”), (iii) incentive stock options to purchase up to 1,500,000 shares of Precigen common stock with an exercise price of twice the FMV, and (iv) incentive stock options to purchase up to 1,500,000 shares of Precigen common stock with an

exercise price of three times the FMV (together with (iii), the “Performance Equity Grants”). Each of the Performance Equity Grants will vest in four equal annual installments on each of the first four anniversaries of the Grant Date.

The Employment Agreement also provides for eligibility for an annual bonus beginning in 2020 of between 75% and 150% of Dr. Sabzevari’s annual base salary, contingent upon continuous employment by us and Dr. Sabzevari’s performance during the bonus period and through the date on which the bonus is paid, as determined in the sole discretion of the Board. Pursuant to the Employment Agreement, Dr. Sabzevari will be entitled to participate in all employee benefit plans that are generally made available to senior Precigen exempt executives.

~~Severance provisions in Dr. Sabzevari’s employment agreement are further discussed above in the section “Potential Payments Upon Termination or a Change in Control” beginning on page 60.~~

~~The Compensation Review Process~~

~~Process for Approval of Compensation Measures~~. Management makes a recommendation to the Compensation Committee and the Board regarding key financial goals, operational goals, and performance measures that will guide us for the relevant fiscal year. Specific metrics are recommended by the Committee and approved by the Board and become the compensation measures for the executive officers. As discussed above, for 2019, the Committee ultimately did not follow this process in 2019 for purposes of setting 2019 annual incentive performance objectives.

~~Role of the Compensation Committee and Management~~. Governance of our compensation program is the responsibility of the Compensation Committee, which consists solely of independent directors. At the direction of the Committee, our CEO prepares compensation recommendations regarding the compensation of each of our executive officers, other than for the CEO, and presents those recommendations to the Committee for approval. The Committee evaluates the overall performance of the executive officers based on our achievement of corporate performance objectives and goals and individual performance. The Committee then reviews and takes into account all elements of executive compensation in setting policies and determining compensation amounts.

~~Role of Compensation Consultant~~. As discussed above, the Compensation Committee is authorized to retain experts, consultants, and other advisors to aid in the discharge of its duties. In 2019, the Committee retained F. Daniel Siciliano as its outside compensation consultant. Mr. Siciliano is the~~co-founder~~ of Stanford’s Arthur and Toni Rembe Rock Center for Corporate Governance, a Fellow, and the immediate past Faculty Director and Professor of the Practice at Stanford Law School. Mr. Siciliano is a noted authority on matters related to executive compensation and corporate governance. Mr. Siciliano was retained to (i) review our historical compensation practices, (ii) advise the Committee on compensation standards and trends, (iii) assist in the implementation of compensation policies and programs, and (iv) review recommendations from management on compensation matters. All work completed by Mr. Siciliano is subject to the approval of the Committee. Mr. Siciliano’s role includes providing independent advice and counsel to the Committee. The Committee does not delegate authority to its outside advisor or to other parties.

~~In retaining Mr. Siciliano, the Compensation Committee separately considered the six factors set forth inSection 10C-1(b)(4)(i)~~ ~~through (vi) of the Exchange Act and, based on such consideration, determined that the engagement of Mr. Siciliano did not raise any conflicts of interest.~~

~~No Formal Peer Group Analysis~~. We believe we have structured a fair and competitive compensation package for our executive officers. The Board and the Compensation Committee believe that, due to the unique and rapidly evolving nature of our business, there historically has neither been a robust nor stable cohort of peer companies available to use as a formal peer group for our Company. For this reason, we did not undertake a formal peer group analysis of executive compensation or target compensation to specific benchmarks against any

peer group companies. However, the Committee does regularly monitor certain compensation practices at a variety of similarly situated or similarly structured companies, which often vary, and does discuss compensation data for companies with which it believes we compete for executive talent. The Committee also uses information gathered from other sources, including from members of the Committee, human resources staff, and our outside compensation consultant in assessing and making compensation decisions.

~~Establishing Total Direct Remuneration~~

Total direct remuneration is the sum of base salary, annual incentive awards, long-term equity incentive awards, and other benefits. A major portion of each executive officer’s remuneration is established by performance-based incentives, which require achievement of performance objectives and goals as a condition to earning annual incentive awards, and long-term equity incentive awards, the value of which depends on our stock price upon vesting or exercise. The~~at-risk~~ ~~portion of total direct remuneration provides increased pay for higher levels of corporate and/or business sector performance.~~

In setting each executive officer’s total direct remuneration opportunity, the Compensation Committee takes into account factors such as the responsibilities, experience, performance, contributions, and service of the executive. We do not set total direct remuneration or the component parts at levels to achieve a mathematically precise market position. In determining executive compensation, the Committee reviews all components of each executive officer’s total compensation, including retirement benefits and the costs of any perquisites received, to ensure such compensation meets the goals of the program. As a part of this review, the Committee considers corporate performance and the recommendations of senior management. The Committee also takes into consideration individual and overall company operating performance to ensure executive compensation reflects past performance as well as future potential and, we believe, adequately differentiates among employees, based on the scope and complexity of the employee’s job position, individual performance and experience and our ability to pay. The Committee reviews annually each executive officer’s performance prior to considering changes in compensation. The individual performance of each executive officer is evaluated in light of our overall performance and~~non-financial~~ goals and strategic objectives approved by the Committee and the Board. The Committee and the Board believe that the competitive environment, including for executive talent, is dynamic and evolving. For this reason, while the Committee believes the total compensation for each of the executive officers is reasonable and appropriate, the Committee continues to actively consider methods to further improve the effectiveness of ourapproach to executive compensation.

~~Consideration ofSay-on-Pay~~ ~~Vote Results~~

The Board has determined to provide our shareholders the opportunity to vote each year to approve, on an advisory basis, the compensation of our named executive officers as disclosed in our Proxy Statement~~(“say-on-pay”).~~ ~~As an advisory vote, the vote on executive compensation isnon-binding~~ on the Board and should not be construed as (i) overruling a decision by the Board, (ii) creating or implying any change to our fiduciary duties, or (iii) creating or implying any additional fiduciary duties for the Board. Although the vote is~~non-binding,~~ ~~the Board and the Compensation Committee value the opinions of our shareholders, and consider our shareholders’ views when making executive compensation decisions, as they deem appropriate.~~

~~At our 2019 Annual Meeting of Shareholders, we held anon-binding~~ ~~shareholdersay-on-pay~~ ~~vote. Our shareholders approved our 2019 executive compensation proposal, with 94.7% of the shares that were cast on the proposal voted in favor of thesay-on-pay~~ ~~resolution. We did not make any significant changes in our policies or programs in response to this vote. However, we will continue to consider the outcome of thesay-on-pay~~ ~~vote for future compensation decisions for our executive officers.~~

~~Other Executive Compensation Practices~~

~~Anti-Hedging Policy~~

To ensure alignment of the interests of our shareholders, directors and executive officers, our Insider Trading Policy does not permit directors, officers, or employees to engage in short-term or speculative transactions involving our securities, including short sales, publicly traded options, or hedging of our securities.

~~Compensation Recovery Policies~~

~~United States Federal Income Tax Limits on Deductibility~~

Prior to the enactment of the Tax Act, which was signed into law on December 22, 2017, a public corporation’s covered employees included its CEO and three other most highly compensated executive officers (other than the chief financial officer), and certain “qualified performance-based compensation” was excluded from the $1 million deduction limit. The Tax Act made certain changes to Section 162(m), effective for taxable years beginning after December 31, 2017, including, among others, expanding the definition of “covered employee” to include the chief financial officer and repealing the qualified performance-based compensation exception, subject to a transition rule for remuneration provided pursuant to a written binding contract in effect on November 2, 2017, and which was not modified in any material respect on or after that date. Our policy is to qualify compensation paid to our executive officers for deductibility for federal income tax purposes to the extent feasible. However, to retain highly skilled executives and remain competitive with other employers, the Compensation Committee may authorize compensation that would not be deductible under Section 162(m) of the Code or otherwise if it determines that such compensation is in the best interests of us and our shareholders.

~~COMPENSATION COMMITTEE REPORT~~

~~The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of RegulationS-K~~ ~~with management and, based on such review and discussion, the Compensation Committee recommended to the Board that it be included in this Proxy Statement.~~

~~THE COMPENSATION COMMITTEE~~

~~James S. Turley, Chair~~

~~Fred Hassan~~

~~Jeffrey B. Kindler~~

~~Compensation Risk Assessment~~

As part of its oversight of our executive compensation program, the Compensation Committee considers the impact of our executive compensation program, and the incentives created by the compensation awards that it administers, on our risk profile. In addition, the Committee reviews our compensation policies and procedures, including the incentives that they create and factors that may reduce the likelihood of excessive risk-taking, to determine whether they present a significant risk to us. The Committee concluded that our compensation programs are designed with the appropriate balance of risk and reward in relation to our overall business strategy and that the balance of compensation elements discourages excessive risk taking. The Committee, therefore, determined that the risks arising from our compensation policies and practices for employees are not reasonably likely to have a material adverse effect on us. The Committee will continue to consider compensation risk implications while deliberating the design of our executive compensation programs. In its discussions, the Committee considered the attributes of our programs, including:

~~appropriate pay philosophy in light of our business model;~~

~~balance with respect to the mix of cash and equity compensation, and measures of performance against both annual and multi-year standards;~~

~~long-term incentives linked to stock price performance;~~

~~long-term incentives generally have multi-year vesting to ensure a long-term focus and appropriate balance against short-term goals;~~

~~independent Compensation Committee oversight, with Committee discretion to reduce incentives based on subjective evaluation of individual performance; and~~

~~anti-hedging policies.~~

~~SUMMARY COMPENSATION TABLE~~

~~The following table sets forth the compensation paid to or accrued by our named executive officers during the fiscal years ended December 31, 2019, 2018 and 2017.~~

Name and Principal Position
   Year Salary
($)    Bonus
($)    Stock
Awards(1)
($)    Option
Awards(2)
($)    All Other
Compensation(3)
($)    Total
($)
Helen Sabzevari(4)
   2019 $ 500,000    $ —      $ 950,017    $ —      $ 15,090    $ 1,465,107
Chief Executive Officer
   2018 $ 500,000    $ 100,000    $ 2,108,179    $ —      $ 14,625    $ 2,722,804
Randal Kirk
   2019 $ —      $ —      $ 2,067,617    $ —      $ —      $ 2,067,617
Executive Chairman and
Former Chief
Executive Officer
   2018 $ —      $ 100,000    $ 1,956,450    $ —      $ —      $ 2,056,450
   2017 $ —      $ —      $ 1,907,879    $ —      $ —      $ 1,907,879

Rick Sterling
   2019 $ 515,000    $ —      $ 950,006    $ —      $ 31,840    $ 1,496,846
Chief Financial Officer
   2018 $ 466,250    $ 100,000    $ 526,179    $ —      $ 31,220    $ 1,123,649
   2017 $ 442,509    $ —      $ —      $ 2,702,880    $ 31,261    $ 3,176,650
Donald Lehr
   2019 $ 575,000    $ —      $ 950,006    $ —      $ 31,733    $ 1,556,739
Chief Legal Officer
   2018 $ 575,000    $ 100,000    $ 526,179    $ —      $ 31,234    $ 1,232,413
   2017 $ 564,593    $ —      $ —      $ 2,702,880    $ 31,352    $ 3,298,825
Jeffrey Perez
   2019 $ 500,000    $ —      $ 950,006    $ —      $ 30,492    $ 1,480,498
Senior Vice President,
IP Affairs
   2018 $ 500,000    $ 100,000    $ 526,719    $ —      $ 29,887    $ 1,156,066
   2017 $ 491,676    $ —      $ —      $ 2,702,880    $ 30,010    $ 3,224,566
Robert Walsh, III
   2019 (5) $ 424,358    $ —      $ 950,006    $ —      $ 788,704    $ 2,163,068
Former Senior Vice
President, Energy & Fine
Chemicals Platforms
   2018 $ 412,000    $ 100,000    $ 526,179    $ —      $ 24.256    $ 1,062,435
   2017 $ 411,009    $ —      $ —      $ 2,702,880    $ 24,263    $ 3,138,152

Nir Nimrodi
   2019 (6) $ 136,591    $ —      $ 650,003    $ —      $ 825,621    $ 1,621,215
Former Chief Business
Officer
   2018 $ 515,000    $ 100,000    $ 526,179    $ —      $ 21,636    $ 1,162,815
   2017 $ 513,759    $ —      $ —      $ —      $ 30,010    $ 543,770

~~(1)~~

Represents the grant date fair value computed by us for financial reporting purposes, computed in accordance with ASC Topic 718. In November 2015, Mr. Kirk began receiving $200,000 per month payable in fully vested shares of our common stock, which are subject to a three year~~lock-up~~ ~~on resale. For the years ended December 31, 2019, 2018, and 2017, Mr. Kirk received 401,120; 187,749; and 129,977 shares of common stock, respectively, pursuant to the RSU Agreement. The three yearlock-up~~ on resale results in a discount to the monthly value for financial reporting purposes. This column does not include for 2019 the grant date fair value of RSUs granted as part of the incentive award for performance in 2019 because the awards were granted in 2020. However, it does include for 2019 the grant date fair value of RSUs granted as part of the inventive award for performance in 2018.

~~(2)~~

Represents the grant date fair value computed by us for financial reporting purposes, computed in accordance with ASC Topic 718. For a full description of the assumptions we use in computing these amounts, see Note 2 to our consolidated financial statements for the year ended December 31, 2019, which is included in our 2019 Annual Report. The actual value a named executive officer may receive depends on market prices and there can be no assurance that the amounts reflected in the Option Awards column will actually be realized. No gain to a named executive officer is possible without an appreciation in stock value after the date of grant.

~~(3)~~

~~The amounts in this column are further detailed in the “All Other Compensation Table for 2019” on page 56.~~

~~(4)~~

~~Compensation information is provided only for 2019 and 2018 because, as Dr. Sabzevari was not a named executive officer until 2018, information for 2017 is not required to be disclosed.~~

~~(5)~~

~~As of November 6, 2019, Mr. Walsh departed the Company.~~

~~(6)~~

~~As of April 5, 2019, Mr. Nimrodi departed the Company.~~

~~ALL OTHER COMPENSATION TABLE FOR 2019~~

The table below reflects the types and dollar amounts of perquisites, additional compensation, and other personal benefits provided to the named executive officers during 2019. For purposes of computing the dollar amounts of the items listed below, we used the actual~~out-of-pocket~~ costs to us of providing the perquisite or other personal benefit to the named executive officer. The named executive officers paid any taxes associated with these benefits without reimbursement from us.

Name
   Company-
Paid
Welfare and
Life Benefits
Premiums
($)    401(k) Plan
Company
Contributions ($)    Total ($)
Helen Sabzevari
   6,690    8,400    15,090
Randal Kirk
   —      —      —
Rick Sterling
   23,440    8,400    31,840
Donald Lehr
   23,333    8,400    31,733
Jeffrey Perez
   22,092    8,400    30,492
Robert Walsh, III(1)
   14,978    8,400    788,704
Nir Nimrodi(2)
   7,338    —      825,621

~~(1)~~

Includes a cash severance payment of $90,005 to Mr. Walsh in connection with the termination of his employment, $13,788 of accrued vacation paid out upon termination, $1,538 for reimbursement of COBRA premiums, and $659,995 that represents the incremental fair value of equity awards modified in connection with his termination, computed in accordance with ASC Topic 718.

~~(2)~~

Includes a cash severance payment of $237,692 to Mr. Nimrodi in connection with the termination of his employment, $48,478 of accrued vacation paid out upon termination, $16,293 for reimbursement of COBRA premiums, and $515,820 that represents the incremental fair value of equity awards modified in connection with his termination, computed in accordance with ASC Topic 718.

~~GRANTS OF PLAN-BASED AWARDS FOR 2019~~

~~The following table presents information regarding grants of plan-based awards to the named executive officers during the fiscal year ended December 31, 2019.~~

Name
   Grant Date    All Other Stock
Awards:
Number of Shares of
Stock or Units (#) Grant Date Fair
Value of Stock and
Option Awards⁽¹⁾
Helen Sabzevari
   1/4/2019    13,774 (2) $ 99,999
   1/4/2019    13,775 (2) $ 100,007
   1/25/2019    56,891 $ 450,008
   4/9/2019    57,362 $ 300,003
Randal Kirk
   1/4/2019    13,774 (2) $ 99,999
   1/4/2019    13,775 (2) $ 100,007
Rick Sterling
   1/4/2019    13,774 (2) $ 99,999
   1/4/2019    13,775 (2) 100,007
   1/4/2019    61,983 $ 449,997
   4/9/2019    57,362 $ 300,003
Donald Lehr
   1/4/2019    13,774 (2) $ 99,999
   1/4/2019    13,775 (2) 100,007
   1/4/2019    61,983 $ 499,997
   4/9/2019    57,362 $ 300,003
Jeffrey Perez
   1/4/2019    13,774 (2) $ 99,999
   1/4/2019    13,775 (2) 100,007
   1/4/2019    61,983 $ 449,997
   4/9/2019    57,362 $ 300,003
Robert Walsh, III
   1/4/2019    13,774 (2) $ 99,999
   1/4/2019    13,775 (2) 100,007
   1/4/2019    61,983 $ 449,997
   4/9/2019    57,362 $ 300,003
Nir Nimrodi
   1/4/2019    13,774 (2) $ 99,999
   1/4/2019    13,775 (2) 100,007
   1/4/2019    61,983 $ 449,997

~~(1)~~

~~Represents the grant date fair value of the equity awards determined in accordance with ASC Topic 718.~~

~~(2)~~

~~Award was granted for performance in 2018.~~

~~OUTSTANDING EQUITY AWARDS AT 2019 FISCAL YEAR END~~

~~The following table sets forth specified information concerning unexercised stock options and unvested RSUs held by each of the named executive officers as of December 31, 2019.~~

   Option Awards             Stock Awards
Name
   Grant
Date    Number of
Securities
Underlying
Unexercised
Options:
Exercisable    Number of
Securities
Underlying
Unexercised
Options:
Unexercisable(1)    Option
Exercise
Price
($)    Option
Expiration
Date    Number of
Shares or
Units of
Stock Not
Vested
(#)(1)    Market
Value of
Shares or
Units of
Stock Not
Vested
($)
Helen Sabzevari
   7/17/2017    75,000    75,000    22.83    7/17/2027    —      —
   1/2/2018    —      —      —      —      29,297    160,548
   3/28/2018    —      —      —      —      50,000    274,000
   1/4/2019    —      —      —      —      13,775    75,487
   1/25/2019    —      —      —      —      56,891    311,763
   4/9/2019    —      —      —      —      14,340    78,583
Randal Kirk
   1/4/2019    —      —      —      —      13,775    75,487
Rick Sterling
   3/20/2014    204,472    —      29.56    3/20/2024    —      —
   2/2/2017    112,500    112,500    20.94    2/2/2027    —      —
   1/2/2018    —      —      —      —      29,297    160,548
   1/4/2019    —      —      —      —      13,775    75,487
   1/4/2019    —      —      —      —      61,983    339,667
   4/9/2019    —      —      —      —      14,340    78,583
Donald Lehr
   7/1/2011    47,509    —      6.85    7/1/2021    —      —
   3/20/2014    207,855    —      29.56    3/20/2024    —      —
   2/2/2017    112,500    112,500    20.94    2/2/2027    —      —
   1/2/2018    —      —      —      —      29,297    160,548
   1/4/2019    —      —      —      —      13,775    75,487
   1/4/2019    —      —      —      —      61,983    339,667
   4/9/2019    —      —      —      —      14,340    78,583
Jeffrey Perez
   8/25/2014    202,733    —      19.52    8/25/2024    —      —
   2/2/2017    112,500    112,500    20.94    2/02/2027    —      —
   1/2/2018    —      —      —      —      29,297    160,548
   1/4/2019    —      —      —      —      13,775    75,487
   1/4/2019    —      —      —      —      61,983    339,667
   4/9/2019    —      —      —      —      14,340    78,583
Robert Walsh, III
   —      —      —      —      —      —      —
Nir Nimrodi
   —      —      —      —      —      —      —

~~(1)~~

~~Each award vests in four equal annual installments beginning on the anniversary of the grant date.~~

~~STOCK AWARDS VESTED FOR 2019~~

~~The following table sets forth specified information concerning stock vesting for each of the named executive officers during the fiscal year ended December 31, 2019.~~

   Stock Awards
Name
   Number of Shares
Acquired on Vesting
(#)    Value Realized
on Vest
($)(1)
Helen Sabzevari
   9,766    $ 69,827
   13,774    $ 99,999
   14,341    $ 109,852
   25,000    $ 189,500
   14,341    $ 82,031
   14,340    $ 78,583
Randal Kirk(2)
   26,109    $ 199,995
   13,774    $ 99,999
   25,094    $ 199,999
   38,022    $ 199,996
   43,887    $ 190,031
   44,283    $ 214,330
   28,467    $ 218,057
   25,758    $ 205,806
   30,088    $ 175,714
   33,373    $ 190,894
   36,069    $ 183,231
   35,536    $ 197,936
   34,434    $ 188,698
Rick Sterling
   9,766    $ 69,827
   13,774    $ 99,999
   14,341    $ 109,852
   14,341    $ 82,031
   14,340    $ 78,583
Donald Lehr
   9,766    $ 69,827
   13,774    $ 99,999
   14,341    $ 109,852
   14,341    $ 82,031
   14,340    $ 78,583
Jeffrey Perez
   9,766    $ 69,827
   13,774    $ 99,999
   14,341    $ 109,852
   14,341    $ 82,031
   14,340    $ 78,583
Robert Walsh, III
   9,766    $ 69,827
   13,774    $ 99,999
   14,341    $ 109,852
   14,341    $ 82,031
   110,367    $ 659,995
Nir Nimrodi
   9,766    $ 69,827
   13,774    $ 99,999
   105,055    $ 515,820

~~(1)~~

~~(2)~~

~~During 2019, Mr. Kirk received a total of 401,120 fully vested shares of common stock pursuant to his RSU Agreement.~~

~~POTENTIAL PAYMENTS UPON TERMINATION OR A CHANGE IN CONTROL~~

~~Continuing Employment Agreements with Named Executive Officers~~

In April 2019, the Company entered into into continuing employment agreements with each named executive officer other than Mr. Kirk and Mr. Nimrodi that provide for certain severance rights upon termination “without Cause” or resignation by the executive officer for “Good Reason.” Pursuant to the terms of these agreements, each executive officer will be entitled to receive (i) payment equivalent to 18 months of his or her base pay, less applicable withholding amounts, and (ii) the executive officer’s expected cost of COBRA premiums for continued medical coverage for up to 18 months (collectively, the “Termination Payments”). As a condition to receiving these severance benefits, the executive officer will be required to execute and deliver a release of claims within 60 days of the termination date.

“Cause” under the continuing employment agreements means: (i) material failure to observe and comply with any of our material written policies to our satisfaction; (ii) continued failure to substantially perform material duties; (iii) uncured willful failure to carry out, or comply with, in any material respect, any lawful and reasonable written directive; (iv) commission of any act or omission that results in, or that may reasonably be expected to result in, a conviction, plea of no contest or imposition of unadjudicated probation for any felony or any crime involving moral turpitude; (v) the employee’s incarceration; (vi) commission of any act of dishonesty, illegal conduct, fraud, embezzlement, misappropriation, material misconduct, or breach of fiduciary duty either against us or our affiliates or that is reasonably expected to be materially injurious to us or our affiliates; or (vii) uncured material or willful breach of any agreement with us.

“Good Reason” under the continuing employment agreements means (i) a material diminution in the employee’s authority, duties or responsibilities; (ii) a material reduction in the employee’s base salary (other than a general reduction in compensation applying to other similarly-situated employees); or (iii) the relocation of the primary office from which the employee is required to work to a location more than 50 miles from the current office location where the employee primarily works, which relocation increases the employee’s~~one-way~~ commute. No event or condition will constitute Good Reason unless the employee provides us with written notice of the event or condition alleged to be Good Reason within 30 days after its occurrence, we fail to cure such event or condition within 30 days following our receipt of the notice, and the employee terminates employment within 30 days after the end of the cure period.

~~Employment Agreement with Dr. Sabzevari~~

Pursuant to Dr. Sabzevari’s Employment Agreement, in the event Dr. Sabzevari’s employment is terminated by Precigen without Cause or by Dr. Sabzevari for Good Reason, Dr. Sabzevari will be eligible to receive (i) an amount equal to 18 months of her then-current base annual salary (or, in the event of a material reduction of Dr. Sabzevari’s base salary giving rise to Good Reason, her~~pre-reduction~~ ~~base salary), (ii) a portion of her target bonus based on thepro-rata~~ portion of the year elapsed prior to the date of her termination plus any annual bonus for the calendar year prior to the date of her termination of employment that would have been earned but for Executive’s termination date occurring prior to the date of payment of such bonus, (iii) full acceleration of any unvested portion of the Initial Equity Grants, (iv) full acceleration of any unvested portion of the Performance Equity Grants, in the event of termination within 12 months of a Change in Control, as defined our Amended and Restated 2013 Omnibus Incentive Plan, and (v) if elected, payment or reimbursement for COBRA healthcare continuation coverage for up to 18 months following the termination date (the “Severance Benefits”). The Severance Benefits are contingent upon the execution of a general release of claims.

Regardless of the reason of termination, under the Employment Agreement Dr. Sabzevari will be entitled to receive (i) any earned, but unpaid, base salary through the date of termination, (ii) a cash payout of accrued but unused vacation, and (iii) any amounts owed for reimbursement of expenses pursuant to applicable Precigen reimbursement policies.

“Cause” under Dr. Sabzevari’s Employment Agreement has generally the same meaning as “Cause” in the continuing employment agreement, except that a continued failure to substantially perform material duties does not constitute cause under the Employment Agreement and that only material acts of dishonesty, illegal conduct, fraud, embezzlement, misappropriation, material misconduct, or breach of fiduciary duty constitute Cause under Dr. Sabzevari’s Employment Agreement, as opposed to any such act as under the continuing employment agreements.

“Good Reason” under the Employment Agreement has generally the same meaning as “Good Reason” in the continuing employment agreements, except that a reduction in base salary of more than 5%, other than a general reduction for similarly situated employees not to exceed 10%, constitutes “Good Reason” under the Employment Agreement and any material reduction in base salary other than a general reduction for similarly situated employees constitutes Good Reason under the continuing employment agreements. In addition, whereas we have a~~30-day~~ ~~cure period under the continuing employment agreements, we have a60-day~~ ~~cure period under Dr. Sabzevari’s Employment Agreement.~~

~~Separation Agreements with Former Executive Officers~~

Mr. Nimrodi, our former Chief Business Officer and Mr. Walsh, our former Senior Vice President, Energy & Fine Chemicals Platforms departed the Company on April 5, 2019 and November 6, 2019, respectively. In connection with their departures, Mr. Nimrodi and Mr. Walsh each entered into a Separation Agreement and General Release that provided for, among other things, (i) a single lump sum severance payment in the amount set forth in the table above, (ii) reimbursement for an amount equal to the executive’s cost of COBRA continuing coverage from his departure date through the earlier of securing alternate full-time employment or 18 months from the departure date, and (iii) the acceleration of certain equity awards as discussed above. In connection with his termination, Mr. Walsh would have been eligible to receive the Termination Payments. However, we determined that it was in our best interests to pay a significant portion of Mr. Walsh’s Termination Payments in accelerated equity awards, and we therefore entered into the Separation Agreement and General Release and paid the amounts due thereunder in lieu of the amounts that would have been due under Mr. Walsh’s continuing employment agreement. This determination was made in consultation with the Compensation Committee.

~~Equity Award Provisions~~

To ensure that we will have the continued dedicated service of certain executives, including some of our named executive officers, notwithstanding the possibility, threat, or occurrence of a change in control, our stock option and RSU award agreements with our named executive officers contain change in control provisions. Specifically, these agreements provide that in the event a Change in Control (as defined below) occurs and no provision is made for the continuance, assumption or substitution of the option award by the Company or its successor in connection with a Change in Control, then the award will vest in full, to the extent not already vested, on the earlier of the control change date or the date the award is to be terminated in connection with the Change in Control, provided the executive has remained continuously employed by the Company or any affiliate from the grant date until such time.

The Compensation Committee believes that the change in control provisions in our 2013 Plan and our stock option awards serve the best interests of our Company and our shareholders by ensuring that if a change in control is ever under consideration, our executives are able to perform their duties and responsibilities and advise the Board about the potential transaction in the best interests of shareholders, without being unduly influenced by the distracting uncertainty and risk associated with a change in control, such as fear of the economic consequences of losing their equity awards as a result of a change in control.

~~A “Change in Control” is defined in the 2013 Plan to mean generally the occurrence of any of the following events:~~

~~(a) the accumulation in any number of related or unrelated transactions by any person of beneficial ownership (as such term is used in Rule13d-3~~ ~~promulgated under the Exchange Act) of more than 50% of the~~

combined voting power of our voting stock; provided that for purposes of this subsection (a), a Change in Control will not be deemed to have occurred if the accumulation of more than 50% of the voting power of our voting stock results from any acquisition of voting stock (i) directly from the Company that is approved by the Incumbent Board (as defined in the 2013 Plan), (ii) by the Company, (iii) by any employee benefit plan (or related trust) sponsored or maintained by us or any affiliate, or (iv) by any person pursuant to a merger, consolidation, reorganization or other transaction (a “Business Combination”) that would not cause a Change in Control under subsections (b), (c) or (d) below;

(b) consummation of a Business Combination, unless, immediately following that Business Combination, (i) all or substantially all of the persons who were the beneficial owners of our voting stock immediately prior to that Business Combination beneficially own, directly or indirectly, more than 50% of the then outstanding shares of common stock and more than 50% of the combined voting power of the then outstanding voting stock entitled to vote generally in the election of directors of the entity resulting from that Business Combination (including, without limitation, an entity that as a result of that Business Combination owns the Company or all or substantially all of our assets either directly or through one or more subsidiaries) in substantially the same proportions relative to each other as their ownership, immediately prior to that Business Combination, of our voting stock:

(c) a sale or other disposition of all or substantially all of our assets, except pursuant to a Business Combination that would not cause a Change in Control under subsections (b) above or (d) below;

(d) approval by the shareholders of a complete liquidation or dissolution of the Company, except pursuant to a Business Combination that would not cause a Change in Control under subsections (b) and (c) above;

(e) the acquisition by any person, directly or indirectly, of the power to direct or cause the direction of our management and policies (i) through the ownership of securities which provide the holder with such power, excluding voting rights attendant with such securities, or (ii) by contract; provided that a Change in Control will not be deemed to have occurred if such power was acquired (x) directly from the Company in a transaction approved by the Incumbent Board, (y) by an employee benefit plan (or related trust) sponsored or maintained by the Company or any affiliate or (z) by any person pursuant to a Business Combination that would not cause a Change in Control under subsections (b), (c) or (d) above; or

~~(f) During any period of two consecutive years, the Incumbent Board ceases to constitute a majority of the Board.~~

Notwithstanding the foregoing, a “Change in Control” does not include any accumulation of beneficial ownership or any Business Combination pursuant to which more than 50% of the beneficial ownership of the combined voting power of our voting stock is owned by (i) Randal J. Kirk, his spouse, his descendants and the spouses of his descendants, (ii) trusts and other entities established generally for the benefit of Randal J. Kirk, his spouse, his descendants and the spouses of his descendants, (iii) NRM VI Holdings I, LLC, NRM VII Holdings I, LLC, Third Security Staff 2001 LLC and any related funds, investors or entities, and/or (iv) any entities established by any of the foregoing.

~~Potential Payments~~

on agreements and plans in effect as of December 31, 2019. The amounts in this table are calculated assuming the triggering event occurred on December 31, 2019 and all executives were paid in a lump sum payment.

      Termination
Without Cause or
for Good Reason
($) Change in
Control(1) ($)    Incapacity(2)
($)    Death(3)
($)
Helen Sabzevari
   Accelerated Equity    —   900,380    900,380    900,380
   Severance Payment    750,000 —      —      —
   Benefit Plans    9,706 (4) —      360,000    1,545,000






   Total    759,706 900,380    1,260,380    2,445,380
Randal Kirk
   Accelerated Equity    —   —      —      —
   Benefit Plans    —   —      —      —






   Total    —   —      —      —
Rick Sterling
   Accelerated Equity    —   654,285    654,285    654,285
   Severance Payment    772,500 —      —      —
   Benefit Plans    41,012 (4) —      360,000    1,545,000






   Total    813,512 654,285    1,014,285    2,199,285
Donald Lehr
   Accelerated Equity    —   654,285    654,285    654,285
   Severance Payment    862,500 —      —      —
   Benefit Plans    40,819 (4) —      360,000    1,545,000






   Total    903,319 654,285    1,014,28    2,199,285
Jeffrey Perez
   Accelerated Equity    —   654,285    654,285    654,285
   Severance Payment    750,000 —      —      —
   Benefit Plans    36,492 (4) —      360,000    1,545,000






   Total    786,492 654,285    1,014,28    2,199,285
Robert Walsh, III
   Accelerated Equity    659,995 —      —      —
   Severance Payment    90,005 —      —      —
   Benefit Plans    1,538 —      —      —






   Total    751,538 —      —      —
Nir Nimrodi
   Accelerated Equity    515,820 —      —      —
   Severance Payment    237,692 —      —      —
   Benefit Plans    16,293 —      —      —






   Total    769,805 —      —      —

~~(1)~~

In the event of a change in control, as described above, unvested stock options and RSUs vest immediately unless provision is made for the continuance, assumption, or substitution of the option award by the Company or its successor. For purposes of this table, we assume that no such provision has been made. This column reflects the value of the accelerated vesting, which is calculated (i) for stock options by multiplying the number of shares subject to accelerated vesting under outstanding stock options by the difference between $5.48 (which was the closing market price per share of our common stock on December 31, 2019, the last trading day of fiscal 2019) and the per share exercise price of the applicable accelerated stock option and (ii) for RSUs by multiplying the number of shares subject to accelerated vesting under outstanding RSUs by $5.48. Currently all unvested stock options for our named executive officers have an exercise price greater than $5.48 and therefore no payments would be deemed to be made upon the acceleration of stock options.

~~(2)~~

Includes benefits payable under long-term disability insurance. Long-term disability benefits are payable beginning on the 90th day of disability up to 42 months of disability dependent on age at disability. These benefits equal 60% of base salary, capped at $8,000 per month. The values in the table above assume benefit payments for the maximum months paid dependent on the age of each executive as of December 31, 2019.

~~(3)~~

Includes benefits payable to the executive’s heirs pursuant to life insurance, which is generally two times base salary with a cap of $545,000, with certain exceptions to the cap, and accidental death and disability insurance, which is two times base salary with a cap of $1 million. The insurance benefit payments will be made in one lump sum payment within one year following the accident involving the executive.

~~(4)~~

Includes the full premium cost of COBRA health care continuation coverage payable for 18 months following the executive’s termination, assuming that the executive does not become eligible to receive health care coverage from a subsequent employer or otherwise becomes ineligible for COBRA health care continuation coverage during this period.

~~EQUITY COMPENSATION PLAN INFORMATION~~

The following table sets forth certain information as of December 31, 2019 with respect to securities authorized for issuance under our existing equity compensation plans, consisting of our 2008 Equity Incentive Plan (the “2008 Plan”), the 2013 Plan, and the 2019 Plan. Each of these equity compensation plans was adopted with the approval of our shareholders.

Plan Category
   Number of Securities to
be Issued upon Exercise
of Outstanding Options,
Warrants and Rights Weighted-Average
Exercise Price of
Outstanding Options,
Warrants and Rights    Number of Securities Remaining
Available for Future Issuance
Under Equity Compensation
Plans (Excluding Securities
Reflected in column (a))
   (a) (b)    (c)
Equity compensation plans approved by shareholders
   10,804,264 (1) $ 21.94    13,078,813 (2)
Equity compensation plans not approved by shareholders
   —   —      —




Total
   10,804,264 —      13,078,813

~~(1)~~

~~Includes 9,022,282 outstanding stock options and 1,781,982 outstanding RSUs.~~

~~(2)~~

On and after the effective date of the 2013 Plan, no new awards may be granted under the 2008 Plan. Our 2013 Plan, in addition to being available for future issuance upon exercise of stock options and vesting of RSUs that have been or may be granted after December 31, 2019, and our 2019 Plan, each provide for the issuance of SARS, restricted stock awards, other stock-based awards, incentive awards, and dividend equivalents.

~~CEO PAY RATIO~~

~~As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and Item 402(u) of RegulationS-K~~ (“Item 402(u)”), we are providing the following information about the relationship between the annual total compensation of our employees and the annual total compensation of Randal Kirk, our CEO during 2019. The pay ratio included in this information is a reasonable estimate calculated in a manner consistent with Item 402(u). Because Item 402(u) affords a large degree of flexibility in calculating the CEO pay ratio by allowing the use of reasonable estimates, assumptions and methodologies, the pay ratio disclosed by us below may not be comparable to pay ratio disclosures presented by other companies.

~~For 2019, our last completed fiscal year:~~

~~as reported in the Summary Compensation Table, the annual total compensation of our CEO was $2,067,617; and~~

~~the annual total compensation of our median employee (other than our CEO) was $64,718.~~

~~Based on this information, for 2019, the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all employees was 32 to 1.~~

In accordance with Item 402(u), we elected to use the same median employee identified in 2017 in our 2018 and 2019 pay ratio calculations, respectively, as we believe that there was no change in our employee population or employee compensation arrangements that we believe would result in a significant change to our pay ratio disclosure for 2019. However, our pay ratio may fluctuate from~~year-to-year~~ due to changes in the median employee’s or our CEO’s compensation. We believe putting into context how our median employee was identified highlights why that employee’s compensation and the resulting pay ratio, and year-over-year changes thereto, should not be compared on an~~“apples-to-apples”~~ ~~basis.~~

As disclosed in our 2019 and 2018 proxy statements, to identify the median of the annual total compensation of all our employees, as well as to determine the annual total compensation of the median employee, the methodology and the material assumptions, adjustments, and estimates used were as follows:

~~Determination Date.~~ ~~We selected December 31, 2017 as the date from which to determine our total employee population and gather pay data.~~

~~Employee Population.~~ As of December 31, 2017, according to internal payroll records, our total employee population, excluding our CEO, consisted of approximately 1,006 individuals working at our Company or within our consolidated subsidiaries on either a full-time or part-time basis. Out of these approximate 1,006 individuals, 77% are located in North America, 14% are located in Europe and 8% are located in South America. As permitted by Item 402(u), we chose to exclude from the employee population one individual located in Argentina and six individuals located within the Cayman Islands, which represent all of our employees in those jurisdictions, given the small number of employees in each jurisdiction and the challenges associated with data gathering and assessment of the compensation elements. As a result, our employee population for purposes of our pay ratio calculation consisted of 999 individuals.

~~Methodology~~.To identify the median employee, a listing was prepared of our employee population as of December 31, 2017. We did not annualize the compensation of any permanent employees, employed either part-time or full-time, who were employed by us for less than the full fiscal year. We then compared the actual cash compensation received during 2017 for those employees, consisting of base salary amounts and annual incentive awards as reflected by internal payroll records. We identified our median employee using this compensation measure, which was consistently applied to all of our employees across the employee population. Using this methodology, we determined that the median employee was a full-time, salaried employee located in the United States.

~~Annual Total Compensation.~~With respect to the annual total compensation of the median employee, we identified and calculated the elements of such employee’s compensation for 2019 in accordance with the requirements of Item 402(c)(2)(x) of Regulation~~S-K.~~ This calculation is the same calculation used for our named executive officers as set forth in the Summary Compensation Table earlier in this Proxy Statement. With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column of the Summary Compensation Table on page 55.

~~CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS~~

The following is a description of transactions since January 1, 2019 to which we have been a party, in which the amount involved exceeded or will exceed $120,000, and in which any of our directors, executive officers or beneficial owners of more than 5% of our voting securities, or affiliates or immediate family members of any of our directors, executive officers or beneficial owners of more than 5% of our voting securities, had or will have a direct or indirect material interest.

We have historically been owned, funded, and managed by Randal Kirk, our Executive Chairman and former CEO, and affiliates of Mr. Kirk, for the purpose of developing our synthetic biotechnology business. As a result, we have engaged in a variety of financial and operational transactions with Mr. Kirk and these affiliates. In accordance with the requirements of the SEC, we describe below all such transactions in which we have engaged since January 1, 2019.

We believe that each of these transactions was on terms no less favorable to us than terms we could have obtained from unaffiliated third parties. Moreover, all of these transactions have been approved by a majority of the independent and disinterested members of the Board. It is our intention to ensure that all future transactions, if any, between us and our officers, directors, principal shareholders and their affiliates or family members, are approved by the Audit Committee or a majority of the independent and disinterested members of the Board, and are on terms no less favorable to us than those that we could obtain from unaffiliated third parties.

~~Greenberg Traurig LLP~~

Mr. Alvarez, a member of the Board, is the Senior Chairman of the international law firm Greenberg Traurig. Greenberg Traurig provides legal services to us from time to time, for which it has received and may continue to receive customary fees. Greenberg Traurig received an aggregate of $222,557 in fees in connection with 2019 legal services. As the Senior Chairman, Mr. Alvarez does not participate in such services and does not materially benefit from the engagement. As such, and in consideration of the fact that the amount received by Greenberg Traurig does not exceed 5% of Greenberg’s Traurig’s consolidated gross revenues for 2019, the Board has determined that this relationship is not material and that it does not impair Mr. Alvarez’s independence.

~~Transactions with Third Security, LLC and Affiliates~~

~~TS Biotechnology Transaction~~

On January 1, 2020, we entered into a Stock and Asset Purchase Agreement (the “Stock and Asset Purchase Agreement”) with TS Biotechnology Holdings, LLC (“TS Biotechnology”), a Virginia limited liability company managed by Third Security, LLC (“Third Security”), pursuant to which we agreed to sell, on the terms and subject to the conditions specified therein, the majority of our bioengineering assets to TS Biotechnology (the “TS Biotechnology Transaction”). The assets included in the TS Biotechnology Transaction included all of the equity interests that we held in (i) Blue Marble AgBio LLC, a Delaware limited liability company, (ii) ILH Holdings, Inc., a Delaware corporation, (iii) Intrexon Produce Holdings, Inc., a Delaware corporation, (iv) Intrexon UK Holdings Inc., a Delaware corporation, (v) Oragenics, Inc., a Florida corporation, and (vi) SH Parent, Inc., a Delaware corporation, as well as our former domain name, dna.com, for an aggregate purchase price of $53 million and certain contingent payment rights. On January 31, 2020, the sale was completed. The Stock and Asset Purchase Agreement was approved by the independent members of the Board after a unanimous recommendation of the independent special committee of the Board, following a process to consider strategic alternatives for the Corporation’s assets, and with the advice of independent financial and legal advisors.

Also on January 1, 2020, we entered into a subscription agreement (the “Subscription Agreement”) with TS Biotechnology, pursuant to which, upon the terms and subject to the conditions set forth therein, TS Biotechnology purchased 5,972,696 shares of our common stock for $35 million. The closing under the Subscription Agreement was completed on February 3, 2020.

Mr. Kirk and shareholders affiliated with him, as of March 31, 2020, beneficially own approximately 48.5% of our voting stock. Mr. Kirk currently serves as the Senior Managing Director and Chief Executive Officer of Third Security and owns 100% of the equity interests in Third Security. Third Security is the manager to certain funds that own shares of our common stock and therefore may be deemed to have beneficial ownership in us of approximately 32.5%.

~~Services Agreement~~

On October 30, 2015, the independent members of the Board approved a Services Agreement (the “Services Agreement”), to be entered into and effective as of November 1, 2015, between us and Third Security. The Services Agreement was unanimously approved by the Audit Committee and the independent members of the Board in accordance with our policy on related person transactions.

Pursuant to the terms of the Services Agreement, Third Security provided us with services necessary or appropriate to support us and Mr. Kirk in his role as CEO. Third Security provided a wide variety of resources to us at the direction of Mr. Kirk, including the efforts of professionals with significant experience in areas such as accounting, corporate finance, research and analysis, law, tax, due diligence support, complex transaction structuring and support, mergers and acquisitions, and strategic relationship development and opportunity sourcing. Third Security also provided executive assistant, administrative, and other support services for Mr. Kirk in his role as CEO. Additionally, Third Security provided such other general support services to us as directed by Mr. Kirk in such role. In exchange for the foregoing services, Third Security was entitled to a fee of $800,000 per month to be paid in the form of fully vested shares of our common stock. The shares of common stock were valued based on the volume weighted average of our common stock over the 30 day period ending on the 15th day of the calendar month during which the applicable services were provided.

The payments made by us under the Services Agreement constituted, in the aggregate, awards under the 2013 Plan, and, following its approval in June 2019, under the 2019 Plan, and were subject to the terms of the 2013 Plan and 2019 Plan, respectively. The Services Agreement had an initial term of one year, and could be extended only by agreement of the parties. An extension of the agreement required, on behalf of us, unanimous approval of the independent members of the Board. The independent members of the Board, with the recommendation of the Audit Committee, approved subsequent extensions of the Services Agreement through January 1, 2020. On January 2, 2020, we announced that the Services Agreement was allowed to expire on January 1, 2020.

~~For the year ended December 31, 2019, we issued 1,606,062 shares, with a value of $8.2 million, to Third Security as payment for services provided pursuant to the Services Agreement.~~

~~Genopaver~~

Effective March 2013, we entered into an exclusive channel collaboration (“ECC”) with Genopaver LLC (“Genopaver”), a limited liability company formed for the purpose of entering into the ECC and developing and commercializing products identified through the ECC. Genopaver is an affiliate of Third Security. Upon execution of the ECC, we received a technology access fee of $3 million as upfront consideration. We were reimbursed for research and development services as provided for in the ECC and were entitled to a royalty on the gross profits of product sales from a product developed from the ECC. We are no longer party to the Genopaver ECC, having sold our interests in the ECC to TS Biotechnology in January 2020 as part of the TS Biotechnology Transaction.

~~Persea Bio~~

Effective December 2014, we entered into an ECC with Persea Bio, LLC (“Persea Bio”), a limited liability company formed for the purpose of entering into the ECC and developing and commercializing products identified through the ECC. Persea Bio is an affiliate of Third Security. Upon effectiveness of the ECC, we

received a technology access fee of $5 million as upfront consideration. We were reimbursed for research and development services as provided for in the ECC and were entitled to a royalty on the gross profits of product sales from a product developed from the ECC. We are no longer party to the Persea Bio ECC, having sold our interests in the ECC to TS Biotechnology in January 2020 as part of the TS Biotechnology Transaction.

~~Harvest Intrexon Enterprise Fund I LP~~

In September 2018, we, through our wholly owned subsidiary ActoBio, issued $30 million of convertible promissory notes to Harvest Intrexon Enterprise Fund I LP (“Harvest”), an investment fund in which affiliates of Mr. Kirk have an approximate 20% ownership interest, in order to acquire Harvest’s ownership in CRS Bio, Inc., Genten Therapeutics, Inc., and Relieve Genetics, Inc. (collectively the “Harvest entities”). The notes have a maturity date of September 6, 2020, accrue interest at 3.0% compounded annually, are convertible into shares of ActoBio common stock at any time by the holder, and are automatically convertible into shares of ActoBio common stock upon the closing of certain financing events as defined in the note. If the notes have not been converted to ActoBio common stock by the maturity date, ActoBio can pay the principal and accrued interest in cash or with shares of our common stock at its election. We also received $15.5 million cash in the transaction from the acquisition of the Harvest entities. Following the transaction, we own 100% of the equity interests of the Harvest entities, including the rights that had been previously licensed to the Harvest entities by us.

~~Transactions with ECC Parties, Joint Ventures and Majority-Owned Subsidiaries~~

~~Oragenics~~

Pursuant to an ECC and a stock issuance agreement, each dated in June 2012, we granted to Oragenics, Inc. (“Oragenics”) an exclusive license to use our proprietary technologies and other intellectual property to develop and commercialize lantibiotics for the treatment of infectious diseases in humans and companion animals. In conjunction with our first ECC with Oragenics, we were entitled to, at our election, purchase up to 30% of securities offerings that may be conducted by Oragenics in the future, subject to certain conditions and limitations. We purchased 110,000 shares of Oragenics’ common stock pursuant to this right. In November 2017, we amended this first ECC agreement with Oragenics, and as a result, were entitled to up to $35 million of potential~~one-time~~ payments for certain regulatory milestones. We also received reimbursement for services provided under the agreement and a percentage of profits derived from the sale of products developed from the ECC.

In June 2015, we entered into an ECC with Oragenics through which we granted to Oragenics an exclusive license to use our proprietary technologies and other intellectual property to pursue development of biotherapeutics for use in certain treatments of oral mucositis and other diseases and conditions of the oral cavity, throat, and esophagus. In consideration for this license, we received a $5 million convertible promissory note. In December 2015, Oragenics converted this promissory note into 338,100 shares of Oragenics’ common stock. In conjunction with this ECC, we agreed to purchase additional shares of Oragenics’ common stock in a qualified financing, as defined in the agreement, during the 16 months following the effective date of this ECC in an amount up to the lesser of (i) the amount that is the proportion of such financing equal to our pro rata equity holdings in Oragenics as of the effective date and (ii) $10 million subject to certain conditions. In June 2016, we purchased 226,142 shares of common stock pursuant to this commitment. Following an amendment in November 2017, we were entitled to up to $37.5 million of potential~~one-time~~ ~~payments for (i) research and development services provided pursuant to this agreement and during the ECC and (ii) manufacturing services for our materials provided to Oragenics during the ECC.~~

~~Prior to 2015, pursuant to stock purchase agreements, an affiliate of Mr. Kirk, NRM VII Holdings, I, LLC, purchased shares of Oragenics’ common stock.~~

In November 2017, concurrent with Oragenics closing a preferred stock private placement, we exchanged a promissory note, including accrued interest, purchased from Oragenics in May 2017 and receivables due from

~~Oragenics totaling $3.4 million for Oragenics Series C preferred stock (“Series C Preferred Stock”). The Series C Preferred Stock isnon-voting~~ ~~andnon-convertible~~ and is redeemable in whole or part at any time by Oragenics in cash. The Series C Preferred Stock accrued an annual 12% dividend payable in additional Series C Preferred Stock through May 10, 2019, and after such date, the annual dividend increased to 20%. As of December 31, 2019, based on the most recent financial information available on Oragenics, we concluded that there was no value to our investment in Oragenics preferred stock.

~~In January 2020, we sold all of our equity interests in Oragenics and our interests in the 2012 Oragenics ECC to TS Biotechnology as part of the TS Biotechnology Transaction.~~

~~Fibrocell Science~~

Pursuant to an ECC (the “2012 Fibrocell ECC”), a stock issuance agreement and a registration rights agreement, each dated in October 2012, we granted to Fibrocell Science, Inc. (“Fibrocell”) an exclusive license to our technology platform to develop and commercialize genetically modified and~~non-genetically~~ modified autologous fibroblasts and autologous dermal cells in the United States. Upon execution of the ECC, we received a technology access fee of 87,835 shares of Fibrocell’s common stock valued at $7.6 million as upfront consideration. We received reimbursement payments for (1) research and development services provided pursuant to the agreement and (2) manufacturing services for our materials provided to Fibrocell during the agreement. On a quarterly basis, Fibrocell paid us royalties of 7% of net sales up to $25 million and 14% of net sales above $25 million on each product developed from the ECC, as defined in the agreement. If Fibrocell used our technology platform to improve the production of a current or new Fibrocell product not developed from the 2012 Fibrocell ECC, Fibrocell was required to pay us quarterly royalties equal to 33% of the cost of goods sold savings generated by the improvement, as defined in the agreement.

Effective June 2013, we entered into an amendment to the 2012 Fibrocell ECC. The amendment expanded the 2012 Fibrocell ECC to include potential treatments based on engineered autologous fibroblast cells for the localized treatment of autoimmune and inflammatory disorders including morphea (localized scleroderma), cutaneous eosinophilias and moderate to severe psoriasis.

~~In July 2015, we and certain affiliates of Mr. Kirk acquired an aggregate amount of 65,066 shares of Fibrocell common stock at a price of $87.00 per share.~~

In December 2015, we entered into our second ECC with Fibrocell (the “2015 Fibrocell ECC”) through which we granted to Fibrocell an exclusive license to use our proprietary technologies and other intellectual property to develop and commercialize genetically modified fibroblasts to treat chronic inflammatory and degenerative diseases of the joint, including arthritis and related conditions. We received a technology access fee of $10 million under the 2015 Fibrocell ECC. In Febraury 2020, we mutually agreed with Fibrocell to terminate the 2015 Fibrocell ECC.

In September 2016, we and certain affiliates of Mr. Kirk invested the aggregate amount of $6.8 million in convertible debt securities. Such securities are convertible into common shares of Fibrocell at $17.04375 per share. Additionally, in conjunction with the purchase of the convertible debt of Fibrocell, we and certain affiliates of Mr. Kirk received warrants to purchase 450,835 shares of Fibrocell common stock.

In March 2017, we and certain affiliates of Mr. Kirk acquired an aggregate amount of 3,016 shares of Series A convertible preferred stock of Fibrocell for an aggregate amount of $3.0 million. Such preferred stock was convertible into common shares of Fibrocell at a price of $11.6369 per share. Additionally, in conjunction with the purchase of the preferred stock of Fibrocell, we and certain affiliates of Mr. Kirk received warrants to purchase 259,176 shares of Fibrocell common stock.

In April 2019, Fibrocell entered into a collaboration agreement with a Castle Creek Pharmaceuticals, LLC to develop and commercialize a product in the field of the 2012 Fibrocell ECC. Pursuant to the terms of the 2012

~~Fibrocell ECC, we were entitled to 50% of sublicensing fees. In December 2019, Fibrocell was acquired by Castle Creek Pharmaceutical Holdings, Inc. (“Castle Creek”).~~

An affiliate of Mr. Kirk, Third Security, held two seats on Fibrocell’s board of directors from October 2012 until Fibrocell’s acquisition in December 2019. Pursuant to securities purchase agreements and through open market purchases, affiliates of Mr. Kirk acquired shares of Fibrocell common stock, including the shares acquired in July 2015. As of immediately prior to Fibrocell’s acquisition by Castle Creek, Mr. Kirk, together with his affiliates (excluding us), beneficially owned 1,226,766 shares, or 12.6%, of Fibrocell’s outstanding common stock.

In connection with Castle Creek’s acquisition of Fibrocell, we received $1.3 million in December 2019 for our shares of Fibrocell common stock and $3.3 million in January 2020 for our Fibrocell convertible debt and Series A convertible preferred stock.

In March 2020, Precigen and Fibrocell terminated the 2012 Fibrocell ECC by mutual agreement. Fibrocell retains surviving licenses under the 2012 Fibrocell ECC to continue to develop and commercialize two specific drug product candidates subject to Fibrocell’s continued development and commercialization of those candidates and to continued payment to us of revenue sharing payments as set forth in the 2012 Fibrocell ECC.

~~Intrexon Energy Partners~~

In March 2014, we and certain investors (the “IEP Investors”), including an affiliate of Mr. Kirk, NRM VII Holdings I, LLC, entered into a Limited Liability Company Agreement which governs the affairs and conduct of business of Intrexon Energy Partners, LLC (“Intrexon Energy Partners”), a joint venture formed to optimize and~~scale-up~~ our methane bioconversion platform technology for the production of certain fuels and lubricants. We also entered into an ECC with Intrexon Energy Partners providing exclusive rights to our technology for the use in bioconversion, as a result of which we received a technology access fee of $25 million while retaining a 50% membership interest in Intrexon Energy Partners. The IEP Investors made initial capital contributions, totaling $25 million in the aggregate, in exchange for pro rata membership interests in Intrexon Energy Partners totaling 50%. We committed to make capital contributions of up to $25 million, and the IEP Investors, as a group and pro rata in accordance with their respective membership interests in Intrexon Energy Partners, have committed to make additional capital contributions of up to $25 million, at the request of the Intrexon Energy Partners Board, and subject to certain limitations. Intrexon Energy Partners is governed by the Intrexon Energy Partners Board, which has five members. Two members of the Intrexon Energy Partners Board are designated by us and three members are designated by a majority of the IEP Investors. We and the IEP Investors have the right, but not the obligation, to make additional capital contributions above these limits when and if solicited by the Intrexon Energy Partners Board.

Any investor who purchased at least $10.0 million of our common stock in the private placement related to Intrexon Energy Partners will have the right to require us to register such shares of our common stock on a registration statement on Form~~S-3,~~ ~~if available for use.~~

~~AquaBounty~~

Beginning in November 2012, we acquired shares of common stock in AquaBounty Technologies, Inc. (“AquaBounty”). In connection with these transactions, we obtained a majority stake in AquaBounty and a contractual right to control AquaBounty’s board of directors. In January 2017, we invested an additional $25 million in AquaBounty through an equity purchase and subsequently, we distributed 1,776,557 of our AquaBounty shares to our shareholders. Affiliates of Mr. Kirk received 930,530 shares of AquaBounty common stock as a result of the special stock dividend.

Through April 8, 2019, we consolidated our ownership of AquaBounty. On April 9, 2019, AquaBounty completed an underwritten public offering in which we did not participate. This offering resulted in us no longer having the contractual right to control AquaBounty’s board of directors, and accordingly, we deconsolidated AquaBounty.

In October 2019, the independent members of the Board, with the recommendation of the Audit Committee and an independent special committee of the Board, unanimously approved our sale of our common shares held in AquaBounty to an affiliate of Third Security for $21.6 million. We no longer own any interest in AquaBounty.

~~Thrive Agrobiotics, Inc.~~

In September 2015, we entered into an ECC with Thrive Agrobiotics Inc. (“Thrive Agrobiotics”), an affiliate of Harvest. Thrive Agrobiotics was formed for the purpose of entering into the ECC and developing and commercializing products to improve the overall growth and feed efficiency of piglets. Upon execution of the ECC, we received a technology access fee in the form of equity in Thrive Agrobiotics valued, at the time, at approximately $1.667 million. We are reimbursed for research and development services provided pursuant to the ECC. We may also receive additional payments if certain development and commercialization milestones are achieved and will receive royalty payments based on a percentage of quarterly gross profits of product sales developed under the ECC. As of March 31, 2020, we own 25% of Thrive Agrobiotics’ common stock.

~~Intrexon Energy Partners II~~

In December 2015, we and certain investors (the “IEP II Investors”), including Harvest, entered into a Limited Liability Company Agreement which governs the affairs and conduct of business of Intrexon Energy Partners II, LLC (“Intrexon Energy Partners II”), a joint venture formed to utilize our natural gas bioconversion platform for the production of~~1,4-butanediol,~~ an industrial chemical intermediate used to manufacture spandex, polyurethane, plastics, and polyester. We also entered into an ECC with Intrexon Energy Partners II providing exclusive rights to our technology for the use in the field, as a result of which we received a technology access fee of $18 million while retaining a 50% membership interest in Intrexon Energy Partners II. The IEP II Investors made initial capital contributions, totaling $18 million in the aggregate, in exchange for pro rata membership interests in Intrexon Energy Partners II totaling 50%. In December 2015, the owners of Intrexon Energy Partners II made a capital contribution of $4 million, half of which was paid by us. We committed to make capital contributions of up to $10 million, and the IEP II Investors, as a group and pro rata in accordance with their respective membership interests in Intrexon Energy Partners, have committed to make additional capital contributions of up to $10 million, at the request of the Intrexon Energy Partners II board of managers, or the Intrexon Energy Partners II Board, and subject to certain limitations. Intrexon Energy Partners II is governed by the Intrexon Energy Partners II Board, which has five members. One member of the Intrexon Energy Partners II Board is designated by us and four members of the Intrexon Energy Partners II Board are designated by a majority of the IEP II Investors. We and the IEP Investors II have the right, but not the obligation, to make additional capital contributions above these limits when and if solicited by the Intrexon Energy Partners II Board.

~~Exotech Bio, Inc.~~

In March 2016, we entered into an ECC with Exotech Bio, Inc. (“Exotech Bio”), an affiliate of Harvest. Exotech Bio was formed for the purpose of entering into the ECC and developing and commercializing products using exosomes carrying a RNA payload designed to kill, suppress, or render immune-visible a cancer cell. Upon execution of the ECC, we received a technology access fee in the form of equity in Exotech Bio valued, at the time, at $5 million. In June 2018, we and Exotech Bio amended the ECC, which resulted in the expansion of the defined field of use and an increase of our ownership in Exotech Bio to 49%. The amendment also eliminated potential future milestone payments and royalties for which we were previously entitled. We will be reimbursed for research and development services provided pursuant to the ECC. As of March 31, 2020, we own 49% of Exotech Bio’s common stock.

~~AD Skincare, Inc.~~

In June 2016, we entered into an ECC with AD Skincare, Inc. (“AD Skincare”), an affiliate of Harvest. AD Skincare was formed for the purpose of entering into the ECC and developing an advanced topical delivery

system to improve the efficacy of biologically active ingredients aimed at improving signs of aging human skin. Upon execution of the ECC, we received a technology access fee in the form of equity in AD Skincare valued at $4.3 million as upfront consideration. We are also entitled to up to $2 million of potential payments for substantive and~~non-substantive~~ ~~development milestones for each product developed under the ECC, as well as up to $17 million inone-time~~ ~~commercial milestones. We receive reimbursement payments for research and development services provided pursuant to the ECC. As of March 31, 2020, we own 25% of AD Skincare’s common stock.~~

~~Policies and Procedures for Related Person Transactions~~

~~The policy generally provides that we may enter into a related person transaction only if:~~

~~the Audit Committeepre-approves~~ ~~such transaction in accordance with the guidelines set forth in the policy;~~

~~the transaction is approved by the disinterested members of the Board; or~~

~~the transaction involves compensation approved by the Compensation Committee.~~

~~In the event a related person transaction is notpre-approved~~ by the Audit Committee and our management determines to recommend such related person transaction to the Audit Committee, such transaction must be reviewed by the Audit Committee. After review, the Audit Committee will approve or disapprove such transaction. When our Chief Legal Officer, in consultation with our CEO or our Chief Financial Officer, determines that it is not practicable or desirable for us to wait until the next Audit Committee meeting, the chairperson of the Audit Committee possesses delegated authority to act on behalf of the Audit Committee. The Audit Committee (or the chairperson of the Audit Committee) may approve only those related person transactions that are in, or not inconsistent with, our best interests and the best interests of our shareholders, as the Audit Committee (or the chairperson of the Audit Committee) determines in good faith.

~~The Audit Committee has determined that certain types of related person transactions are deemed to bepre-approved~~ ~~by the Audit Committee. Our related person transaction policy provides that the following transactions, even if the amount exceeds $120,000 in the aggregate, are considered to bepre-approved~~ ~~by the Audit Committee:~~

~~any employment of certain named executive officers that would be publicly disclosed;~~

~~director compensation that would be publicly disclosed;~~

~~transactions where all shareholders receive proportional benefits;~~

~~transactions involving competitive bids;~~

~~transactions with a related person involving the rendering of services at rates or charges fixed in conformity with law or governmental authority; and~~

~~transactions with a related person involving services as a bank depositary of funds, transfer agent, registrar, trustee under a trust indenture or similar services.~~

~~In addition, the Audit Committee will review the policy at least annually and recommend amendments to the policy to the Board from time to time.~~

The Audit Committee will review all relevant information available to it about the related person transaction. The policy provides that the Committee may approve or ratify the related person transaction only if the Committee determines that, under all of the circumstances, the transaction is in, or is not inconsistent with, our best interests. The policy provides that the Committee may, in its sole discretion, impose such conditions as it deems appropriate on us or the related person in connection with approval of the related person transaction.

CERTAIN MATTERS RELATING TO PROXY MATERIALS AND ANNUAL REPORTS

Electronic Access of Proxy Materials and Annual Reports

Our Proxy Statement, including the accompanying notice and form of proxy, and ~~2019~~2022 Annual Report are available athttps://~~materials.proxyvote.com/default.aspx?ticker=74017N~~.materials.proxyvote.com. A free paper copy of any of these documents may be requested by contacting the Corporate Secretary in writing at Precigen, Inc., 20374 Seneca Meadows Parkway, Germantown, Maryland 20876.

“Householding” of Proxy Materials and Annual Reports for Record Owners

The SEC rules permit us, with your permission, to deliver a single proxy statement and annual report to any household at which two or more shareholders of record reside at the same address. Each shareholder will continue to receive a separate proxy card. This procedure, known as “householding,” reduces the volume of duplicate information you receive and reduces our expenses. Shareholders of record voting by mail can choose this option by marking the appropriate box on the proxy card included with this Proxy Statement. Shareholders of record voting via telephone or over the internet can choose this option by following the instructions provided by telephone or over the internet, as applicable. Once given, a shareholder’s consent will remain in effect until he or she revokes it by notifying our Corporate Secretary as described above. If you revoke your consent, we will begin sending you individual copies of future mailings of these documents within 30 days after we receive your revocation notice. Shareholders of record who elect to participate in householding may also request a separate copy of future proxy statements and annual reports by writing to the Corporate Secretary at Precigen, Inc., 20374 Seneca Meadows Parkway, Germantown, Maryland ~~20876.~~

20876 or by phone on (301) 556-9900.

Separate Copies for Beneficial Owners

Institutions that hold shares in street name for two or more beneficial owners with the same address are permitted to deliver a single proxy statement and annual report to that address. Any such beneficial owner can request a separate copy of this Proxy Statement or the ~~2019~~2022 Annual Report by contacting our Corporate Secretary as described below. Beneficial owners with the same address who receive more than one Proxy Statement and ~~2019~~2022 Annual Report may request delivery of a single Proxy Statement and ~~2019~~2022 Annual Report by contacting the Corporate Secretary in writing at Precigen, Inc., 20374 Seneca Meadows Parkway, Germantown, Maryland 20876.

OTHER MATTERS

The Board is not aware of any other matters to be presented for action at the Annual Meeting other than as set forth in this Proxy Statement. However, if other matters properly come before the Annual Meeting, or any adjournment or postponement thereof, the person or persons voting the proxies will vote them in accordance with their best judgment.

By Order of the Board of Directors

DONALD P. LEHR

Chief Legal Officer and Corporate Secretary

Germantown, Maryland

April ~~29, 2020~~

25, 2023

~~APPENDIX~~

TABLE OF CONTENTS 

ANNEX A

PRECIGEN, INC.

~~AMENDED AND RESTATED 2013~~
2023 OMNIBUS INCENTIVE PLAN

~~(conformed copy including amendments through April 1, 2020)~~

~~TABLE OF CONTENTS~~

      Page
ARTICLE I DEFINITIONS
   1
        1.01    409A Award    1
        1.02    Affiliate    1
        1.03    Agreement    1
        1.04    Award    1
        1.05    Board    1
        1.06    Cash Award    1
        1.07    Cause    1
        1.08    Change in Control    2
        1.09    Code    3
        1.10    Committee    3
        1.11    Common Stock    3
        1.12    Company    3
        1.13    Control Change Date    3
        1.14    Corresponding SAR    4
        1.15    Disability    4
        1.16    Dividend Equivalent    4
        1.17    Exchange Act    4
        1.18    Fair Market Value    4
        1.19    Full Value Award    4
        1.20    Incentive Award    4
        1.21    Incumbent Board    5
        1.22    Initial Value    5
        1.23    Named Executive Officer    5
        1.24    Non-409A Award    5
        1.25    Option    5
        1.26    Other Stock-Based Award    5
        1.27    Participant    5
        1.28    Plan    5
        1.29    Person    6
        1.30    Prior Incentive Plan    6
        1.31    Restricted Stock Award    6
        1.32    Restricted Stock Unit    6
        1.33    Retirement    6
        1.34    SAR    6
        1.35    Ten Percent Shareholder    6
        1.36    Termination Date    6

      Page
ARTICLE II PURPOSES    7
ARTICLE III TYPES OF AWARDS    7
ARTICLE IV ADMINISTRATION    7
        4.01    General Administration    7
        4.02    Delegation of Authority    7
        4.03    Indemnification of Committee    8
ARTICLE V ELIGIBILITY    8
ARTICLE VI COMMON STOCK SUBJECT TO PLAN    9
        6.01    Common Stock Issued    9
        6.02    Aggregate Limit    9
        6.03    Individual Limit    9
        6.04    Share Counting    10
ARTICLE VII OPTIONS    11
        7.01    Grant    11
        7.02    Option Price    11
        7.03    Maximum Term of Option    11
        7.04    Exercise    11
        7.05    Payment    11
        7.06    Stockholder Rights    12
        7.07    Disposition of Shares    12
        7.08    No Liability of Company    12
ARTICLE VIII SARS    12
        8.01    Grant    12
        8.02    Maximum Term of SAR    12
        8.03    Exercise    12
        8.04    Settlement    13
        8.05    Stockholder Rights    13
ARTICLE IX RESTRICTED STOCK AWARDS    13
        9.01    Award    13
        9.02    Payment    13
        9.03    Vesting    13
        9.04    Maximum Restriction Period    14
        9.05    Stockholder Rights    14
ARTICLE X RESTRICTED STOCK UNITS    14
        10.01    Grant    14
        10.02    Earning the Award    15
        10.03    Maximum Restricted Stock Unit Award Period    15
        10.04    Payment    15
        10.05    Stockholder Rights    15
ARTICLE XI INCENTIVE AWARDS    16
        11.01    Grant    16

      Page
        11.02    Earning the Award    16
        11.03    Maximum Incentive Award Period    16
        11.04    Payment    16
        11.05    Stockholder Rights    16
ARTICLE XII OTHER STOCK-BASED AWARDS    17
        12.01    Other Stock-Based Awards    17
        12.02    Bonus Stock and Awards in Lieu of Other Obligations    17
ARTICLE XIII DIVIDEND EQUIVALENTS AND CASH AWARDS    17
        13.01    Dividend Equivalents    17
        13.02    Cash Awards    17
ARTICLE XIV TERMS APPLICABLE TO ALL AWARDS    18
        14.01    Written Agreement    18
        14.02    Nontransferability    18
        14.03    Transferable Awards    18
        14.04    Participant Status    19
        14.05    Change in Control    19
        14.06    Stand-Alone, Additional, Tandem and Substitute Awards    20
        14.07    Form and Timing of Payment; Deferrals    20
        14.08    Time and Method of Exercise    21
        14.09    Effect of Termination Date on Options, SARs and Other Stock-Based Awards in the Nature of Purchase Rights    22
        14.10    Non U. S. Participants    23
ARTICLE XV QUALIFIED PERFORMANCE-BASED COMPENSATION    23
        15.01    Performance Conditions    23
        15.02    Establishing the Amount of the Award    24
        15.03    Earning the Award    24
        15.04    Performance Awards    25
ARTICLE XVI ADJUSTMENT UPON CHANGE IN COMMON STOCK    25
        16.01    General Adjustments    25
        16.02    No Adjustments    25
        16.03    Substitute Awards    25
        16.04    Limitation on Adjustments    26
ARTICLE XVII COMPLIANCE WITH LAW AND APPROVAL OF REGULATORY BODIES    26
        17.01    Compliance    26
        17.02    Postponement of Exercise or Payment    26
        17.03    Forfeiture or Reimbursement    27
ARTICLE XVIII LIMITATION ON BENEFITS    27
ARTICLE XIX GENERAL PROVISIONS    28
        19.01    Effect on Employment and Service    28
        19.02    Unfunded Plan    28
        19.03    Rules of Construction    28

~~iii~~

      Page
        19.04    Tax Withholding and Reporting    28
        19.05    Code Section 83(b) Election    29
        19.06    Reservation of Shares    29
        19.07    Governing Law    29
        19.08    Other Actions    29
        19.09    Repurchase of Common Stock    29
        19.10    Other Conditions    29
        19.11    Forfeiture Provisions    30
        19.12    Legends; Payment of Expenses    30
        19.13    Repricing of Awards    30
        19.14    Right of Setoff    31
        19.15    Fractional Shares    31
ARTICLE XX CLAIMS PROCEDURES    31
        20.01    Initial Claim    31
        20.02    Appeal of Claim    31
        20.03    Time to File Suit    31
ARTICLE XXI AMENDMENT    32
        21.01    Amendment of Plan    32
        21.02    Amendment of Awards    32
ARTICLE XXII SECTION 409A PROVISION    32
        22.01    Intent of Awards    32
        22.02    409A Awards    32
        22.03    Election Requirements    33
        22.04    Time of Payment    33
        22.05    Acceleration or Deferral    34
        22.06    Distribution Requirements    34
        22.07    Key Employee Rule    34
        22.08    Distributions Upon Vesting    34
        22.09    Scope and Application of this Provision    34
ARTICLE XXIII EFFECTIVE DATE OF PLAN    34
ARTICLE XXIV DURATION OF PLAN    35

~~ARTICLE I~~

~~DEFINITIONS~~

~~1.01~~

~~409A Award~~

~~409A Award means an Award that is intended to be subject to~~ Section ~~409A~~1. Purpose. The purpose of the ~~Code.~~

~~1.02~~

~~Affiliate~~

~~Affiliate, as it relates~~Precigen, Inc. 2023 Omnibus Incentive Plan (as amended from time to ~~any limitations or requirements with respect~~time, the “Plan”) is to ~~incentive stock options, means any “subsidiary” or “parent” corporation (as such terms are defined in Code Section 424)~~motivate and reward employees and other individuals to perform at the highest level and contribute significantly to the success of Precigen, Inc. (the “Company”), thereby furthering the best interests of the ~~Company.~~ Company and its shareholders.

Section 2. Definitions. As used in the Plan, the following terms shall have the meanings set forth below:

(a) “Affiliate ~~otherwise~~” means any entity that, directly or indirectly through one or more intermediaries controls, is ~~part of a~~ controlled ~~group of corporations~~by or is under common control with, the ~~Company within the meaning of Code Sections 1563(a), 414(b) or 414(c), except that, in making~~Company.

(b) “Award” means any ~~such determination, fifty percent (50%) shall be substituted for eighty percent (80%) under such Code Sections and the related regulations.~~

~~1.03~~

~~Agreement~~

Agreement means a written or electronic agreement (including any amendment or supplement thereto) between the Company and a Participant specifying the terms and conditions of an Award granted to such Participant.

~~1.04~~

~~Award~~

~~Award means an~~ Option, SAR, Restricted Stock, RSU, Performance Award, ~~Restricted Stock Unit, Incentive~~Other Cash-Based Award or Other Stock-Based Award ~~Dividend Equivalent~~granted under the Plan.

(c) “Award Agreement” means any agreement, contract or ~~Cash~~other instrument or document (including in electronic form) evidencing any Award granted under ~~this Plan.~~

~~1.05~~

~~Board~~

the Plan, which may, but need not, be executed or acknowledged by a Participant.

(d) “Beneficial Owner” has the meaning ascribed to such term in Rule 13d-3 under the Exchange Act.

(e) “Beneficiary” means a Person entitled to receive payments or other benefits or exercise rights that are available under the Plan in the event of a Participant’s death. If no such Person can be named or is named by a Participant, or if no Beneficiary designated by a Participant is eligible to receive payments or other benefits or exercise rights that are available under the Plan at a Participant’s death, such Participant’s Beneficiary shall be such Participant’s estate.

(f) “Board” means the Board of Directors of the Company.

~~1.06~~

~~Cash Award~~

~~Cash Award means an Award stated with reference to a specified dollar amount which, subject to such terms and conditions as may be prescribed by~~

(g) “Cause” has the ~~Committee, entitles the Participant to receive cash from the Company or an Affiliate.~~

~~1.07~~

~~Cause~~

~~Cause means “Cause”~~meaning as such term is defined in any ~~employment or service agreement between the Company or any Affiliate and the Participant~~Service Agreement, except as otherwise determined by the Committee and set forth in the applicable Award Agreement. If no such ~~employment or service agreement~~Service Agreement exists or if such ~~employment or service agreement~~Service Agreement does not contain any such definition, except as otherwise determined by the Committee and set forth in the applicable Award Agreement, “Cause” means (i) the Participant’s willful and continued failure to comply with the lawful directives of the Board or any supervisory personnel of the ~~Participant;~~Participant, (ii) any criminal act or act of dishonesty or willful misconduct by the Participant that has a material adverse effect on the property, operations, business or reputation of the Company or any Affiliate (willful for purposes of this definition, shall mean done, or omitted to be done, by the Participant in bad faith and without reasonable belief that the Participant’s action or omission was in the best interest of the Company or any Affiliate); (iii) the material breach by the Participant of the terms of any confidentiality,non-competition,non-solicitation or other agreement that the Participant has with the Company or any Affiliate, (iii) one or ~~of any duty the Participant owes the Company or any Affiliate, (iv)~~more acts by the Participant of willful malfeasance or gross negligence, ~~in a matter~~(iv) any commission of ~~material importance to the Company or~~

~~any Affiliate, (v) any~~an act of fraud, embezzlement, theft, misappropriation or misuse by the Participant of the funds or property of the Company or any Affiliate, ~~(vi)~~(v) any falsification by the Participant of any record or report in connection with the Participant’s duties and obligations to the Company or any Affiliate, ~~(vii) the Participant’s sexual harassment of any other employees of the Company or any Affiliate, (viii)~~(vi) the breach by the Participant of any fiduciary duty against the Company or any Affiliate, ~~(ix)~~(vii) the material breach by the Participant of any policy of the Company or any Affiliate, (viii) the Participant being indicted for a felony that has a material adverse effect on the property, operations, business or reputation of the Company or any Affiliate or being convicted of any other felony or plea of guilty or nolo contendre to any other felony or ~~(x) any other action that may damage~~(ix) the ~~image of the Company’s or an Affiliate’s business or their or its standing in the industry, including but not limited to the~~Participant’s possession, use or sale of illegal drugs, the abuse of alcohol or prescribed medication, or any other act or omission which the Company or an Affiliate considers to be a violation of ~~Federal,~~federal, state or local law or regulations other than a simple traffic ~~violation~~.violation. For purposes of the Plan, other than where the definition of Cause is determined under any ~~employment or service agreement between the Company or any Affiliate and the Participant,~~Service Agreement, in which case such ~~employment or service agreement~~Service Agreement shall control, in no event shall any termination of employment or service be deemed for Cause unless the Company’s ~~Chief Executive Officer~~Legal Department (or in the case of a Participant who is an officer covered by Section 16 of the Exchange Act, the Committee) concludes that the situation warrants a determination that the Participant’s employment or service be terminated for Cause; and in the case of the Chief Executive Officer or any member of the Board, any determination that the Chief Executive Officer’s employment

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or the Board member’s service be terminated for Cause shall be made by the Board acting without the Chief Executive Officer or the Board member, as applicable.

~~1.08~~

~~Change in Control~~

(h) “Change in Control” means the occurrence of any one or more of the following ~~events except as otherwise determined by the Committee and set forth in the applicable Agreement:~~

~~(a)~~events:

(i) The accumulation in any number of related or unrelated transactions by any Person of beneficial ownership (as such term is used in Rule 13d-3 promulgated under the Exchange Act) of more than fifty percent (50%) of the combined voting power of the Company’s voting stock; provided that for purposes of this subsection ~~(a)~~(i), a Change in Control will not be deemed to have occurred if the accumulation of more than fifty percent (50%) of the voting power of the Company’s voting stock results from any acquisition of voting stock (i) directly from the Company that is approved by the Incumbent Board, (ii) by the Company, (iii) by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Affiliate, or (iv) by any Person pursuant to a merger, consolidation, reorganization or other transaction (a ~~“Business Combination”~~“Business Combination”) that would not cause a Change in Control under subsections ~~(b)~~(ii), ~~(c)~~(iii) or ~~(d)~~(iv) below; or

~~(b) Consummation~~

(ii) The consummation of a Business Combination, unless, immediately following that Business Combination, (i) all or substantially all of the Persons who were the beneficial owners of the voting stock of the Company immediately prior to that Business Combination beneficially own, directly or indirectly, more than fifty percent (50%) of the then outstanding shares of common stock and more than fifty percent (50%) of the combined voting power of the then outstanding voting stock entitled to vote generally in the election of directors of the entity resulting from that Business Combination (including, without limitation, an entity that as a result of that Business Combination owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions relative to each other as their ownership, immediately prior to that Business Combination, of the voting stock of the ~~Company, or~~

~~(c)~~Company;

(iii) A sale or other disposition of all or substantially all of the assets of the ~~Company, except pursuant to a Business Combination that would not cause a Change in Control under subsections (b) above or (d)~~ ~~below; or~~

~~(d)~~Company;

(iv) Approval by the shareholders of the Company of a complete liquidation or dissolution of the ~~Company, except pursuant to a Business Combination that would not cause a Change in Control under subsections (b) and (c)~~ ~~above;~~Company; or

(e) The acquisition by any Person, directly or indirectly, of the power to direct or cause the direction of the management and policies of the Company (i) through the ownership of securities which provide the holder with

~~such power, excluding voting rights attendant with such securities, or (ii)~~ ~~by contract; provided that a Change in Control will not be deemed to have occurred if such power was acquired (x)~~ ~~directly from the Company in a transaction approved by the Incumbent Board, (y)~~ ~~by an employee benefit plan (or related trust) sponsored or maintained by the Company or any Affiliate or (z)~~ ~~by any person pursuant to a Business Combination that would not cause a Change in Control under subsections (b), (c)~~ ~~or (d)~~ ~~above; or~~

~~(f)~~(v) During any period of two consecutive years, the Incumbent Board ceases to constitute a majority of the Board.

Notwithstanding the foregoing, a Change in Control shall not include any accumulation of beneficial ownership or any Business Combination pursuant to which more than fifty percent (50%) of the beneficial ownership of the combined voting power of the Company’s voting stock is owned by (i) Randal J. Kirk, his spouse, his descendants and the spouses of his descendants, (ii) trusts and other entities established generally for the benefit of Randal J. Kirk, his spouse, his descendants and the spouses of his descendants, (iii) NEWVA Capital Partners, LP, New River Management IV, LP., New River Management V, LP, Kirkfield, L.L.C., RJK, L.L.C., Third Security Staff 2001 LLC and any related funds, investors or entities, and/or (iv) any entities established by any of the foregoing.

Notwithstanding the foregoing, a Change in Control shall only be deemed to have occurred with respect to a Participant in connection with the time or form of payment of an Award that is subject to Section 409A of the ~~Participant’s 409A Award~~Code (or as otherwise required for the 409A Award to be in compliance with Section 409A of the Code) if the Change in Control otherwise constitutes a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company, within the meaning of Section 409A of the Code.

(i) “Code (otherwise, with respect to vesting of the 409A Award and any other terms of the 409A Award that do not require a Change in Control to comply with its meaning under Section 409A of the Code for the 409A Award to be in compliance with Section 409A of the Code, Change in Control shall have the same meaning as described above).

~~1.09~~

~~Code~~

~~Code~~” means the Internal Revenue Code of 1986, ~~and any amendments thereto.~~

~~1.10~~

~~Committee~~

~~Committee means the Compensation Committee of the Board or such other Committee~~ as ~~the Board may appoint~~amended from time to time, and the rules, regulations and guidance thereunder. Any reference to ~~administer~~a provision in the ~~Plan, or~~Code shall include any successor provision thereto.

(j) “Committee” means the compensation committee of the Board ~~itself if~~unless another committee is designated by the Board. If there is no ~~Compensation Committee or other appointed Committee exists. If such Compensation Committee or other Committee exists, if~~compensation committee of the Board and the Board does not designate another committee, references herein to the ~~extent deemed necessary by~~“Committee” shall refer to the ~~Board, such Committee shall consist~~Board.

(k) “Consultant” means any individual, including an advisor, who is providing services to the Company or any Subsidiary or who has accepted an offer of ~~two~~service or ~~more directors, all of whom are(i) “non-employee~~ ~~directors” within~~consultancy from the ~~meaning of Rule16b-3~~ ~~under the Exchange Act, (ii) “outside directors” within the meaning of Code Section 162(m) and (iii) independent directors under the rules~~Company or any Subsidiary.

(l) “Director” means any member of the ~~principal stock exchange on which the Company’s securities are then traded.~~

~~1.11~~

~~Common Stock~~

~~Common Stock means the common stock of the Company, no par value per share, or such other class or kind of shares or other securities resulting from the application of Article XVI, as applicable.~~

~~1.12~~

~~Company~~

~~Company means Precigen, Inc., a Virginia corporation, and any successor thereto.~~

~~1.13~~

~~Control Change Date~~

~~Control Change~~Board.

(m) “Effective Date” means the date on which ~~a Change in Control occurs. If a Change in Control occurs on account of a series of transactions,~~ the ~~“Control Change Date”~~Plan is adopted by the ~~date~~Board and approved by the shareholders of the ~~last of such transactions.~~

Company.

~~1.14~~

~~Corresponding SAR~~

~~Corresponding SAR~~

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(n) “Employee” means ~~a SAR that is granted in relation to a particular Option and that can be exercised only upon the surrender to the Company, unexercised, of that portion of the Option to which the SAR relates.~~

~~1.15~~

~~Disability~~

~~Disability means, for purposes of an incentive stock option, a physical, mental or other impairment within the meaning of Section 22(e)(3) of the Code and, for all other purposes,~~ any ~~physical or mental condition that would qualify the Participant for a disability under~~individual, including any ~~long-term disability plan maintained~~officer, employed by the Company or any ~~Affiliate that is applicable to~~Subsidiary or any prospective employee or officer who has accepted an offer of employment from the Company or any Subsidiary, with the status of employment determined based upon such ~~Participant, except~~factors as ~~otherwise determined~~are deemed appropriate by the Committee ~~and set forth~~ in ~~the applicable Agreement. Notwithstanding the foregoing, however,~~its discretion, subject to ~~the extent necessary for~~ any ~~409A Award to be in compliance with Section 409A~~requirements of the Code ~~Disability, with respect to the time~~ or form of payment of a Participant’s 409A Award (or as otherwise required for the 409A Award to be in compliance with Section 409A of the Code), means the Participant is Disabled within the meaning of Section 409A of the Code.

~~1.16~~

~~Dividend Equivalent~~

Dividend Equivalent means the right, granted under the Plan, to receive cash, shares of Common Stock, other Awards or other property equal in value to all or a specified portion of dividends paid with respect to a specified number of shares of Common Stock.

~~1.17~~

~~Exchange Act~~

applicable laws.

(o) “Exchange Act” means the Securities Exchange Act of 1934, as ~~amended.~~

~~1.18~~

~~Fair Market Value~~

amended from time to time, and the rules, regulations and guidance thereunder. Any reference to a provision in the Exchange Act shall include any successor provision thereto.

(p) “Fair Market Value” means (i) with respect to Shares, the closing price of a ~~share~~Share on the applicable date of ~~Common Stock means,~~determination (or, if there is no reported sale on such date, on the last preceding date on which any ~~given date,~~reported sale occurred), on the principal stock market or exchange on which the Shares are quoted or traded, or if Shares are not so quoted or traded, the fair market value of a ~~share of Common Stock~~Share as the Committee, in its discretion, shall determine; provided, however, that the Committee shall determine Fair Market Value without regard to any restriction other than a restriction which, by its terms, will never lapse and, if the shares of Common Stock are traded on any national stock exchange or quotation system, the Fair Market Value of a share of Common Stock shall be the closing price of a share of Common Stock as reported on such stock exchange or quotation system on such date, or if the shares of Common Stock are not traded on such stock exchange or quotation system on such date, then on the next preceding day that the shares of Common Stock were traded on such stock exchange or quotation system, all as reported by such source as the Committee shall select. The Fair Market Value that the Committee determines shall be final, binding and conclusive on the Company, any Affiliate and each Participant. Fair Market Value relating to the exercise price, Initial Value, or purchase price of any~~Non-409A~~ ~~Award that is an Option, SAR or Other Stock-Based Award in the nature of purchase rights shall conform to the requirements for exempt stock rights under Section 409A of the Code.~~

~~1.19~~

~~Full Value Award~~

~~Full Value Award means an Award other than an Option, SAR or Other Stock-Based Award in the nature of purchase rights.~~

~~1.20~~

~~Incentive Award~~

~~Incentive Award means an Award stated with reference to a specified dollar amount or number of shares of Common Stock which, subject to such terms and conditions as may be prescribed~~determined by the Committee, ~~entitles~~and (ii) with respect to any property other than Shares, the ~~Participant~~fair market value of such property determined by such methods or procedures as shall be established from time to ~~receive shares of Common~~time by the Committee.

(q) “Incentive Stock ~~cash or a combination thereof~~Option” means an option representing the right to purchase Shares from the Company, ~~or an Affiliate.~~

granted pursuant to Section 6, that meets the requirements of Section 422 of the Code.

~~1.21~~

~~Incumbent Board~~

(r) “Incumbent Board” means ~~a Board of Directors~~ at least a majority of ~~whom consist~~the members of the Board consisting of individuals who either are (a) members of the ~~Company’s~~ Board at the beginning of any period of two consecutive years or (b) members who become members of the ~~Company’s~~ Board subsequent to such time whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at leasttwo-thirds (2/3) of the directors then comprising ~~the~~such Incumbent Board (either by a specific vote or by approval of the proxy statement of the Company in which that person is named as a nominee for director, without objection to that nomination), but excluding, for that purpose, any individual whose initial assumption of office occurs as a result of an actual or threatened election contest (within the meaning of Rule14a-11 of the Exchange Act) with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the ~~Board of Directors.~~

~~1.22~~

~~Initial Value~~

~~Initial~~Board.

(s) “Intrinsic Value ~~means,~~” with respect to ~~a Corresponding~~an Option or SAR Award means (i) the ~~Option~~excess, if any, of the price or implied price per ~~share~~Share in a Change in Control or other event over (ii) the exercise or hurdle price of such Award multiplied by (iii) the ~~related~~number of Shares covered by such Award.

(t) “Non-Qualified Stock Option ~~and, with respect~~” means an option representing the right to a SAR granted independently of an Option, the amount determined by the Committee on the date of grant which shall not be less than the Fair Market Value of one share of Common Stock on the date of grant, subject to Sections 14.06 and 16.03 with respect to substitute Awards

~~1.23~~

~~Named Executive Officer~~

~~Named Executive Officer means a Participant who, as of the last day of a taxable year, is the Chief Executive Officer of~~purchase Shares from the Company, (or is acting in such capacity) or one of the three highest compensated officers of the Company (other than the Chief Executive Officer or the Chief Financial Officer) or is otherwise one of the group of “covered employees,” as defined in the regulations promulgated under Codegranted pursuant to Section ~~162(m).~~

~~1.24~~

~~Non-409A~~ ~~Award~~

~~Non-409A~~ ~~Award means an Award~~6, that is not ~~intended to be subject to Section 409A of the Code.~~

~~1.25~~

~~Option~~

an Incentive Stock Option.

(u) “Option” means an Incentive Stock Option ~~means~~or a ~~stock option that entitles the holder to purchase from the Company a stated number of shares of Common~~Non-Qualified Stock ~~at the price set forth in an Agreement.~~

~~1.26~~

~~Other Stock-Based Award~~

Option.

(v) “Other ~~Stock-Based~~Cash-Based Award” means an Award granted pursuant to Section 11, including cash awarded as a bonus or upon the ~~Participant~~attainment of specified performance criteria or otherwise as permitted under ~~Article XII of~~ the Plan.

~~1.27~~

~~Participant~~

Participant means an employee of the Company or an Affiliate, a member of the Board or Board of Directors of an Affiliate (whether or not an employee), a Person who provides services to the Company or an Affiliate and any entity which is a wholly-owned alter ego of such employee, member of the Board or Board of Directors of an Affiliate or Person who provides services and who satisfies the requirements of Article V and is selected by the Committee to receive an Award.

~~1.28~~

~~Plan~~

~~Plan means this Precigen, Inc. Amended and Restated 2013 Omnibus Incentive Plan, in its current form and as hereafter amended.~~

~~1.29~~

~~Person~~

Person means any individual, corporation, partnership, limited liability company, joint venture, incorporated or unincorporated association, joint-stock company, trust, unincorporated organization or government or other agency or political subdivision thereof or any other entity of any kind.

~~1.30~~

~~Prior Incentive Plan~~

~~Prior Incentive Plan means the Company’s Amended and Restated 2008 Equity Incentive Plan.~~

~~1.31~~

~~Restricted Stock Award~~

~~Restricted Stock~~(w) “Other Stock-Based Award ~~means shares of Common Stock granted to a Participant under Article IX.~~

~~1.32~~

~~Restricted Stock Unit~~

~~Restricted Stock Unit~~” means an Award stated with respect to a specified number of shares of Common Stock, that entitles the Participant to receive one share of Common Stock (or, as otherwise determined by the Committee and set forth in the applicable Agreement, the equivalent Fair Market Value of one share of Common Stock in cash) with respect to each Restricted Stock Unit that becomes payable under the terms and conditions of the Plan and the applicable Agreement.

~~1.33~~

~~Retirement~~

Retirement means the termination of Participant’s employment or service with the Company and its Affiliates on or after (i) attaining age sixty-five (65) or (ii) attaining age fifty-five (55) and accumulating ten (10) years of service, except as otherwise determined by the Committee and set forth in the applicable Agreement. For this purpose, years of service shall be determined in accordance with the Company’s written policies as determined by the Committee.

~~1.34~~

~~SAR~~

SAR means a stock appreciation right that in accordance with the terms of an Agreement entitles the holder to receive cash or a number of shares of Common Stock, as determined by the Committee and set forth in the applicable Agreement, based on the increase in the Fair Market Value of the shares underlying the stock appreciation right during a stated period specified by the Committee over the Initial Value. References to “SARs” include both Corresponding SARs and SARs granted independently of Options, unless the context requires otherwise.

~~1.35~~

~~Ten Percent Shareholder~~

Ten Percent Shareholder means any individual who (considering the stock attribution rules described in Code Section 424(d)) owns stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or any Affiliate.

~~1.36~~

~~Termination Date~~

~~Termination Date means the day on which a Participant’s employment or service with the Company and its Affiliates terminates or is terminated.~~

~~ARTICLE II~~

~~PURPOSES~~

The Plan is intended to assist the Company and its Affiliates in recruiting and retaining individuals with ability and initiative by enabling such Persons to participate in the future success of the Company and its Affiliates by aligning their interests with those of the Company and its stockholders.

~~ARTICLE III~~

~~TYPES OF AWARDS~~

The Plan is intended to permit the grant of Options qualifying under Code Section 422 (“incentive stock options”) and Options not so qualifying, SARs, Restricted Stock Awards, Restricted Stock Units, Incentive Awards, Other Stock-Based Awards, Dividend Equivalents and Cash Awards in accordance with the Plan and procedures that may be established by the Committee. No Option that is intended to be an incentive stock option shall be invalid for failure to qualify as an incentive stock option. The proceeds received by the Company from the sale of shares of Common Stock pursuant to this Plan may be used for general corporate purposes.

~~ARTICLE IV~~

~~ADMINISTRATION~~

~~4.01~~

~~General Administration~~

The Plan shall be administered by the Committee. The Committee shall have authority to grant Awards upon such terms (not inconsistent with the provisions of this Plan) as the Committee may consider appropriate. Such terms may include conditions (in addition to those contained in this Plan) on the grant, exercisability, transferability, settlement and forfeitability of all or any part of an Award, among other terms. Notwithstanding any such conditions, the Committee may, in its discretion, accelerate the time at which any Award may be exercised, become transferable or nonforfeitable or be earned and settled including, without limitation, (i) in the event of the Participant’s death, Disability, Retirement or involuntary termination of employment or service (including a voluntary termination of employment or service for good reason) or (ii) in connection with a Change in Control. In addition, the Committee shall have complete authority to interpret all provisions of this Plan including, without limitation, the discretion to interpret any terms used in the Plan that are not defined herein; to prescribe the form of Agreements; to adopt, amend and rescind rules and regulations pertaining to the administration of the Plan; and to make all other determinations necessary or advisable for the administration of this Plan. The express grant in the Plan of any specific power to the Committee shall not be construed as limiting any power or authority of the Committee. Any decision made, or action taken, by the Committee in connection with the administration of this Plan shall be final and conclusive. The members of the Committee shall not be liable for any act done in good faith with respect to this Plan or any Agreement or Award. Unless otherwise provided by the Bylaws of the Company, by resolution of the Board or applicable law, a majority of the members of the Committee shall constitute a quorum, and acts of the majority of the members present at any meeting at which a quorum is present, and any acts approved in writing by all members of the Committee without a meeting, shall be the acts of the Committee.

~~4.02~~

~~Delegation of Authority~~

The Committee may act through subcommittees, in which case the subcommittee shall be subject to and have the authority hereunder applicable to the Committee, and the acts of the subcommittee shall be deemed to be the acts of the Committee hereunder. Additionally, to the extent applicable law so permits, the Committee, in its discretion, may delegate to one or more officers of the Company all or part of the Committee’s authority and duties with respect to Awards to be granted to individuals who are not subject to the reporting and other

provisions of Section 16 of the Exchange Act and who are not members of the Board or the Board of Directors of an Affiliate. The Committee may revoke or amend the terms of any delegation at any time but such action shall not invalidate any prior actions of the Committee’s delegate or delegates that were consistent with the terms of the Plan and the Committee’s prior delegation. Notwithstanding the foregoing, however, if and to the extent deemed necessary by the Board, (a) all Awards granted to any individual who is subject to the reporting and other provisions of Section 16 of the Exchange Act shall be made by a Committee comprised solely of two or more directors, all of whom are~~“non-employee~~ ~~directors” within the meaning of Rule16b-3~~ under the Exchange Act, to the extent necessary to exempt the Award from the short-swing profit rules of Section 16(b) of the Exchange Act and (b) all Awards granted to an individual who is a Named Executive Officer shall be made by a Committee comprised solely of two or more directors, all of whom are “outside directors” within the meaning of Code Section 162(m), to the extent necessary to preserve any deduction under Section 162(m) of the Code. However, (a) any Awards granted to any individual who is subject to the reporting and other provisions of Section 16 of the Exchange Act shall not fail to be valid if made other than by a committee comprised solely of two or more directors, all of whom are~~“non-employee~~ ~~directors” within the meaning of Rule16(b)-3~~ under the Exchange Act, and (b) any Awards granted to an individual who is a Named Executive Officer shall not fail to be valid if made other than by a committee comprised solely of two or more directors, all of whom are “outside directors” within the meaning of Code Section 162(m). An Award granted to an individual who is a member of the Committee may be approved by the Committee in accordance with the applicable Committee charters then in effect and other applicable law except that the Committee member must abstain from any action with respect to the Committee member’s own Awards.

~~4.03~~

~~Indemnification of Committee~~

The Company shall bear all expenses of administering this Plan. The Company shall indemnify and hold harmless each Person who is or shall have been a member of the Committee acting as administrator of the Plan, or any delegate of such, against and from any cost, liability, loss or expense that may be imposed upon or reasonably incurred by such Person in connection with or resulting from any action, claim, suit or proceeding to which such Person may be a party or in which such Person may be involved by reason of any action taken or not taken under the Plan and against and from any and all amounts paid by such Person in settlement thereof, with the Company’s approval, or paid by such Person in satisfaction of any judgment in any such action, suit or proceeding against such Person, provided he or she shall give the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf. Notwithstanding the foregoing, the Company shall not indemnify and hold harmless any such Person if applicable law or the Company’s Certificate of Incorporation or Bylaws prohibit such indemnification. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such Persons may be entitled under the Company’s Certificate of Incorporation or Bylaws, as a matter of law or otherwise, or under any other power that the Company may have to indemnify such Person or hold him or her harmless. The provisions of the foregoing indemnity shall survive indefinitely the term of this Plan.

~~ARTICLE V~~

~~ELIGIBILITY~~

Any employee of the Company or an Affiliate (including an entity that becomes an Affiliate after the adoption of this Plan), a member of the Board or the Board of Directors of an Affiliate (including an entity that becomes an Affiliate after the adoption of the Plan) (whether or not such Board or Board of Directors member is an employee), any Person who provides services to the Company or an Affiliate (including an entity that becomes an Affiliate after the adoption of the Plan) and any entity which is a wholly-owned alter ego of such employee, member of the Board or Board of Directors of an Affiliate or other Person who provides services is eligible to participate in this Plan if the Committee, in its sole discretion, determines that such Person or entity has contributed significantly or can be expected to contribute significantly to the profits or growth of the Company or any Affiliate or if it is otherwise in the best interest of the Company or any Affiliate for such Person

or entity to participate in this Plan. With respect to any Board member who is (i) designated or nominated to serve as a Board member by a stockholder of the Company and (ii) an employee of such stockholder of the Company, then, at the irrevocable election of the employing stockholder, the Person or entity who shall be eligible to participate in this Plan on behalf of the service of the respective Board member shall be the employing stockholder (or one of its Affiliates). To the extent such election is made, the respective Board member shall have no rights hereunder as a Participant with respect to such Board member’s participation in this Plan. An Award may be granted to a Person or entity who has been offered employment or service by the Company or an Affiliate and who would otherwise qualify as eligible to receive the Award to the extent that Person or entity commences employment or service with the Company or an Affiliate, provided that such Person or entity may not receive any payment or exercise any right relating to the Award, and the grant of the Award will be contingent, until such Person or entity has commenced employment or service with the Company or an Affiliate.

~~ARTICLE VI~~

~~COMMON STOCK SUBJECT TO PLAN~~

~~6.01~~

~~Common Stock Issued~~

Upon the issuance of shares of Common Stock pursuant to an Award, the Company may deliver to the Participant (or the Participant’s broker if the Participant so directs) shares of Common Stock from its authorized but unissued Common Stock, treasury shares or reacquired shares, whether reacquired on the open market or otherwise.

~~6.02~~

~~Aggregate Limit~~

~~The maximum aggregate number (the “Maximum Aggregate Number”) of shares of Common Stock which may be subject to Awards under this Plan is 25,000,000 shares of Common Stock.~~

The Maximum Aggregate Number of shares of Common Stock that may be subject to Awards under the Plan may be subject to Options. To the extent shares of Common Stock not issued under an Option must be counted against this limit as a condition to satisfying the rules applicable to incentive stock options, such rule shall apply to the limit on Options granted under the Plan.

The Maximum Aggregate Number of shares of Common Stock that may be subject to Awards under the Plan and the maximum number of shares of Common Stock that may be subject to Options under the Plan shall, in each instance, be subject to adjustment as provided in Article XVI, provided, however, that (i) substitute Awards granted under Section 16.03 shall not reduce the Maximum Aggregate Number of shares of Common Stock that may be subject to Awards under the Plan (to the extent permitted by applicable stock exchange rules) and (ii) available shares of stock under a stockholder-approved plan of an acquired company (as appropriately adjusted to reflect the transaction) also may be used for Awards under the Plan and shall not reduce the Maximum Aggregate Number of shares of Common Stock that may be subject to Awards under the Plan (subject to applicable stock exchange requirements).

~~No further Awards shall be granted under the Company’s Prior Incentive Plan on and after the effective date of the Plan.~~

~~6.03~~

~~Individual Limit~~

The maximum number of shares of Common Stock that may be covered by Options, SARs or Other Stock-Based Awards in the nature of purchase rights granted to any one Participant during any calendar year shall be 5,000,000 shares of Common Stock; provided, however, that (i) if the Options, SARs or Other Stock-Based Awards in the nature of purchase rights are denominated in shares of Common Stock but an equivalent amount of

cash is delivered in lieu of delivery of shares of Common Stock, the foregoing limit shall be applied based on the methodology used by the Committee to convert the number of shares of Common Stock into cash and (ii) any adjustment in the number of shares of Common Stock or amount of cash delivered to reflect actual or deemed investment experience shall be disregarded. For purposes of the foregoing limit, an Option and its corresponding SAR shall be treated as a single Award. For Full Value Awards that are intended to constitute “qualified performance-based compensation” within the meaning of Section 162(m) of the Code, no more than 1,000,000 shares of Common Stock may be subject to any such Full Value Awards granted to any one Participant during any calendar year (regardless of whether settlement of the Award is to occur prior to, at the time of, or after the time of vesting); provided, however, that (i) if the Full Value Award is denominated in shares of Common Stock but an equivalent amount of cash is delivered in lieu of delivery of shares of Common Stock, the foregoing limit shall be applied based on the methodology used by the Committee to convert the number of shares of Common Stock into cash and (ii) any adjustment in the number of shares of Common Stock or amount of the cash delivered to reflect actual or deemed investment experience shall be disregarded. For any Awards that are intended to constitute “qualified performance-based compensation” within the meaning of Section 162(m) of the Code and are stated with reference to a specified dollar limit, the maximum amount that may be earned and become payable to any one Participant with respect to any twelve (12)-month performance period shall equal $5,000,000 (pro rated up or down for performance periods that are greater or lesser than twelve (12) months); provided, however, that (i) if the Award is denominated in cash but an equivalent amount of shares of Common Stock are delivered in lieu of delivery of cash, the foregoing limit shall be applied to the cash based on the methodology used by the Committee to convert the cash into shares of Common Stock and (ii) any adjustment in the number of shares of Common Stock or the amount of cash delivered to reflect actual or deemed investment experience shall be disregarded. For any Cash Awards that are intended to constitute annual incentive awards, the maximum amount that may be earned and become payable to any one Participant with respect to any twelve (12)-month period shall equal $5,000,000; provided, however, that (i) if the Cash Award is denominated in cash but an equivalent amount of shares of Common Stock are delivered in lieu of delivery of cash, the foregoing limit shall be applied to the cash based on the methodology used by the Committee to convert the cash into shares of Common Stock and (ii) any adjustment in the number of shares of Common Stock or the amount of cash delivered to reflect actual or deemed investment experience shall be disregarded. If an Award that a Participant holds is cancelled or subject to a repricing within the meaning of the regulations under Code Section 162(m) (after shareholder approval as required herein), the cancelled Award shall continue to be counted against the maximum number of shares of Common Stock for which Awards may be granted to the Participant in any calendar year as required under Code Section 162(m). The maximum number of shares that may be granted in any consecutive rolling~~thirty-six~~ ~~(36)-month period to any Participant shall be subject to adjustment as provided in Article XVI.~~

~~6.04~~

~~Share Counting~~

Except as set forth below, a share of Common Stock subject to any Award under this Plan shall reduce the Maximum Aggregate Number of shares of Common Stock available for Awards under this Plan, and the maximum number of shares of Common Stock available for Options under this Plan, by one. Except as otherwise provided herein, (i) any shares of Common Stock subject to an Award granted under this Plan which terminates by expiration, forfeiture, cancellation or otherwise, which is settled in cash in lieu of Common Stock or which is exchanged, with the Committee’s permission, for Awards granted under this Plan not involving shares of Common Stock, (ii) shares of Common Stock not issued or delivered as a result of the net exercise or settlement of an outstanding Award granted under this Plan, (iii) shares of Common Stock tendered to pay the exercise or purchase price or withholding taxes relating to an outstanding Award granted under this Plan, (iv) shares of Common Stock repurchased on the open market with the proceeds of the exercise or purchase price of an Award granted under this Plan, and (v) shares of Common Stock under a stock-settled SAR that are not actually issued in connection with settlement of the stock-settled SAR, shall all again be available for Awards under the Plan.

~~ARTICLE VII~~

~~OPTIONS~~

~~7.01~~

~~Grant~~

Subject to the eligibility provisions of Article V, the Committee will designate each individual or entity to whom an Option is to be granted and will specify the number of shares of Common Stock covered by such grant and whether the Option is an incentive stock option or a nonqualified stock option. Notwithstanding any other provision of the Plan or any Agreement, the Committee may only grant an incentive stock option to an individual who is an employee of the Company or an Affiliate. An Option may be granted with or without a Corresponding SAR.

~~7.02~~

~~Option Price~~

The price per share of Common Stock purchased on the exercise of an Option shall be determined by the Committee on the date of grant, but shall not be less than the Fair Market Value of a share of Common Stock on the date the Option is granted, subject to Sections 14.06 and 16.03 with respect to substitute Awards. However, if at the time of grant of an Option that is intended to be an incentive stock option, the Participant is a Ten Percent Shareholder, the price per share of Common Stock purchased on the exercise of such Option shall not be less than one hundred ten percent (110%) of the Fair Market Value of a share of Common Stock on the date the Option is granted.

~~7.03~~

~~Maximum Term of Option~~

The maximum time period in which an Option may be exercised shall be determined by the Committee on the date of grant, except that no Option shall be exercisable after the expiration of ten (10) years from the date such Option was granted (or five (5) years from the date such Option was granted in the event of an incentive stock option granted to a Ten Percent Shareholder).

~~7.04~~

~~Exercise~~

Subject to the provisions of this Plan and the applicable Agreement, an Option may be exercised in whole at any time or in part from time to time at such times and in compliance with such requirements as the Committee shall determine; provided, however, that incentive stock options (granted under the Plan and all plans of the Company and its Affiliates) may not be first exercisable in a calendar year for shares of Common Stock having a Fair Market Value (determined as of the date the Option is granted) exceeding the limit set forth under Code Section 422(d) (currently $100,000). If the limitation is exceeded, the Options that cause the limitation to be exceeded shall be treated as nonqualified stock options. An Option granted under this Plan may be exercised with respect to any number of whole shares less than the full number for which the Option could be exercised. A partial exercise of an Option shall not affect the right to exercise the Option from time to time in accordance with this Plan and the applicable Agreement with respect to the remaining shares subject to the Option. The exercise of an Option shall result in the termination of the Corresponding SAR to the extent of the number of shares with respect to which the Option is exercised.

~~7.05~~

~~Payment~~

Subject to rules established by the Committee and unless otherwise provided in an Agreement, payment of all or part of the Option price shall be made in cash or cash equivalent acceptable to the Committee. If the Agreement so provides, the Committee, in its discretion and provided applicable law so permits, may allow a Participant to pay all or part of the Option price (a) by surrendering (actually or by attestation) shares of Common Stock to the Company that the Participant already owns; (b) by a cashless exercise through a broker; (c) by means of a “net exercise” procedure by the surrender of shares of Common Stock to which the Participant

is otherwise entitled under the Option; (d) by such other medium of payment as the Committee, in its discretion, shall authorize; or (e) by any combination of the aforementioned methods of payment. If shares of Common Stock are used to pay all or part of the Option price, the sum of the cash and cash equivalent and the Fair Market Value (determined as of the day preceding the date of exercise) of the shares surrendered must not be less than the Option price of the shares for which the Option is being exercised.

~~7.06~~

~~Stockholder Rights~~

~~No Participant shall have any rights as a stockholder with respect to shares subject to his or her Option until the date of exercise of such Option and the issuance of the shares of Common Stock.~~

~~7.07~~

~~Disposition of Shares~~

A Participant shall notify the Company of any sale or other disposition of shares of Common Stock acquired pursuant to an Option that was designated an incentive stock option if such sale or disposition occurs (a) within two (2) years of the grant of an Option or (b) within one (1) year of the issuance of shares of Common Stock to the Participant (subject to any changes in such time periods as set forth in Code Section 422(a)). Such notice shall be in writing and directed to the Secretary of the Company.

~~7.08~~

~~No Liability of Company~~

The Company shall not be liable to any Participant or any other Person if the Internal Revenue Service or any court or other authority having jurisdiction over such matter determines for any reason that an Option intended to be an incentive stock option and granted hereunder does not qualify as an incentive stock option.

~~ARTICLE VIII~~

~~SARS~~

~~8.01~~

~~Grant~~

Subject to the eligibility provisions of Article V, the Committee will designate each individual or entity to whom SARs are to be granted and will specify the number of shares of Common Stock covered by such grant. In addition, no Participant may be granted Corresponding SARs (under this Plan and all other incentive stock option plans of the Company and its Affiliates) that are related to incentive stock options which are first exercisable in any calendar year for shares of Common Stock having an aggregate Fair Market Value (determined as of the date the related Option is granted) that exceeds $100,000.

~~8.02~~

~~Maximum Term of SAR~~

The maximum term of a SAR shall be determined by the Committee on the date of grant, except that no SAR shall have a term of more than ten (10) years from the date such SAR was granted (or five (5) years for a Corresponding SAR that is related to an incentive stock option and that is granted to a Ten Percent Shareholder). No Corresponding SAR shall be exercisable or continue in existence after the expiration of the Option to which the Corresponding SAR relates.

~~8.03~~

~~Exercise~~

Subject to the provisions of this Plan and the applicable Agreement, a SAR may be exercised in whole at any time or in part from time to time at such times and in compliance with such requirements as the Committee shall determine; provided, however, that a SAR may be exercised only when the Fair Market Value of the Common Stock that is subject to the exercise exceeds the Initial Value of the SAR and a Corresponding SAR

may be exercised only to the extent that the related Option is exercisable. A SAR granted under this Plan may be exercised with respect to any number of whole shares less than the full number for which the SAR could be exercised. A partial exercise of a SAR shall not affect the right to exercise the SAR from time to time in accordance with this Plan and the applicable Agreement with respect to the remaining shares subject to the SAR. The exercise of a Corresponding SAR shall result in the termination of the related Option to the extent of the number of shares with respect to which the SAR is exercised.

~~8.04~~

~~Settlement~~

The amount payable to the Participant by the Company as a result of the exercise of a SAR shall be settled in cash, by the issuance of shares of Common Stock or by a combination thereof, as the Committee, in its sole discretion, determines and sets forth in the applicable Agreement. No fractional share will be deliverable upon the exercise of a SAR but a cash payment will be made in lieu thereof.

~~8.05~~

~~Stockholder Rights~~

No Participant shall, as a result of receiving a SAR, have any rights as a stockholder of the Company or any Affiliate until the date that the SAR is exercised and then only to the extent that the SAR is settled by the issuance of Common Stock.

~~ARTICLE IX~~

~~RESTRICTED STOCK AWARDS~~

~~9.01~~

~~Award~~

Subject to the eligibility provisions of Article V, the Committee will designate each individual or entity to whom a Restricted Stock Award is to be granted, and will specify the number of shares of Common Stock covered by such grant and the price, if any, to be paid for each share of Common Stock covered by the grant.

~~9.02~~

~~Payment~~

Unless the Agreement provides otherwise, if the Participant must pay for a Restricted Stock Award, payment of the Award shall be made in cash or cash equivalent acceptable to the Committee. If the Agreement so provides, the Committee, in its discretion and provided applicable law so permits, may allow a Participant to pay all or part of the purchase price (i) by surrendering (actually or by attestation) shares of Common Stock to the Company the Participant already owns and, if necessary to avoid adverse accounting consequences, has held for at least six months, (ii) by means of a “net exercise procedure” by the surrender of shares of Common Stock to which the Participant is otherwise entitled under the Restricted Stock Award, (iii) by such other medium of payment as the Committee in its discretion shall authorize or (iv) by any combination of the foregoing methods of payment. If Common Stock is used to pay all or part of the purchase price, the sum of cash and cash equivalent and other payments and the Fair Market Value (determined as of the day preceding the date of purchase) of the Common Stock surrendered must not be less than the purchase price of the Restricted Stock Award. A Participant’s rights in a Restricted Stock Award may be subject to repurchase upon specified events as determined by the Committee and set forth in the Agreement.

~~9.03~~

~~Vesting~~

The Committee, on the date of grant of the Restricted Stock Award, shall prescribe that the Restricted Stock Award will become nonforfeitable and transferable subject to such conditions as are set forth in the Agreement. Notwithstanding any provision herein to the contrary, the Committee, in its sole discretion, may grant Restricted Stock Awards that are nonforfeitable and transferable immediately upon grant, including without limitation

Restricted Stock Awards granted in payment of earned performance awards or other incentive compensation under the Plan or any other plans or compensatory arrangements of the Company or any Affiliate. By way of example and not of limitation, the Committee may prescribe that a Participant’s rights in a Restricted Stock Award shall be forfeitable and nontransferable subject to (a) the attainment of objectively determinable performance conditions based on the criteria described in Article XV, (b) the Participant’s completion of a specified period of employment or service with the Company or an Affiliate, (c) the Participant’s death, Disability or Retirement or (d) satisfaction of a combination of any of the foregoing factors. Notwithstanding the preceding sentences, if and to the extent deemed necessary by the Committee, Restricted Stock Awards granted to Named Executive Officers shall be forfeitable and nontransferable subject to attainment of objectively determinable performance conditions based on the criteria described in Article XV and shall be subject to the other requirements set forth in Article XV so as to enable such Restricted Stock Award to qualify as “qualified performance-based compensation” under the regulations promulgated under Code Section 162(m). A Restricted Stock Award can only become nonforfeitable and transferable during the Participant’s lifetime in the hands of the Participant.

~~9.04~~

~~Maximum Restriction Period~~

To the extent the Participant’s rights in a Restricted Stock Award are forfeitable and nontransferable for a period of time, the Committee on the date of grant shall determine the maximum period over which the rights may become nonforfeitable and transferable, except that such period shall not exceed ten (10) years from the date of grant.

~~9.05~~

~~Stockholder Rights~~

~~Prior to their forfeiture (in accordance with the applicable Agreement and while the shares of Common Stock~~ granted pursuant to the Restricted Stock Award may be forfeited and are nontransferable), a Participant will have all rights of a stockholder with respect to a Restricted Stock Award, including the right to receive dividends and vote the shares; provided, however, that during such period (a) a Participant may not sell, transfer, pledge, exchange, hypothecate or otherwise dispose of shares granted pursuant to a Restricted Stock Award, (b) the Company shall retain custody of any certificates evidencing shares granted pursuant to a Restricted Stock Award and (c) the Participant will deliver to the Company a stock power, endorsed in blank, with respect to each Restricted Stock Award. In lieu of retaining custody of the certificates evidencing shares granted pursuant to a Restricted Stock Award, the shares of Common Stock granted pursuant to the Restricted Stock Award may, in the Committee’s discretion, be held in escrow by the Company or recorded as outstanding by notation on the stock records of the Company until the Participant’s interest in such shares of Common Stock vest. Notwithstanding the preceding sentences, but subject to Section 14.07 below, if and to the extent deemed necessary by the Committee, dividends payable with respect to Restricted Stock Awards may accumulate (without interest) and become payable in cash or in shares of Common Stock to the Participant at the time, and only to the extent that, the portion of the Restricted Stock Award to which the dividends relate has become transferable and nonforfeitable. The limitations set forth in the preceding sentences shall not apply after the shares granted under the Restricted Stock Award are transferable and are no longer forfeitable.

~~ARTICLE X~~

~~RESTRICTED STOCK UNITS~~

~~10.01~~

~~Grant~~

Subject to the eligibility provisions of Article V, the Committee will designate each individual or entity to whom a grant of Restricted Stock Units is to be made and will specify the number of shares covered by such grant.

~~10.02~~

~~Earning the Award~~

The Committee, on the date of grant of the Restricted Stock Units, shall prescribe that the Restricted Stock Units will be earned and become payable subject to such conditions as are set forth in the Agreement. Notwithstanding any provision herein to the contrary, the Committee, in its sole discretion, may grant Restricted Stock Units in payment of earned performance awards or other incentive Compensation under the Plan or any other plans or Compensatory arrangements of the Company or any Affiliate. By way of example and not of limitation, the Committee may prescribe that the Restricted Stock Units will be earned and become payable upon (a) the satisfaction of objectively determinable performance conditions based on the criteria described in Article XV, (b) the Participant’s completion of a specified period of employment or service with the Company or an Affiliate, (c) the Participant’s death, Disability or Retirement or (d) satisfaction of a combination of any of the foregoing factors. If and to the extent deemed necessary by the Committee, Restricted Stock Units granted to Named Executive Officers shall become payable upon the satisfaction of objectively determinable performance conditions based on the criteria described in Article XV and shall be subject to the other requirements set forth in Article XV so as to enable such Restricted Stock Units to qualify as “qualified performance-based compensation” under the regulations promulgated under Code Section 162(m). Notwithstanding any provision herein to the contrary, the Committee, in its sole discretion, may grant Restricted Stock Units that are earned and payable immediately upon grant.

~~10.03~~

~~Maximum Restricted Stock Unit Award Period~~

The Committee, on the date of grant, shall determine the maximum period over which Restricted Stock Units may be earned, except that such period shall not exceed ten (10) years from the date of grant.

~~10.04~~

~~Payment~~

The amount payable to the Participant by the Company when an Award of Restricted Stock Units is earned shall be settled by the issuance of one share of Common Stock (or, as otherwise determined by the Committee and set forth in the applicable Agreement, the equivalent Fair Market Value of one share of Common Stock in cash) for each Restricted Stock Unit that is earned. A fractional share of Common Stock shall not be deliverable when an Award of Restricted Stock Units is earned, but a cash payment will be made in lieu thereof.

~~10.05~~

~~Stockholder Rights~~

No Participant shall, as a result of receiving a grant of Restricted Stock Units, have any rights as a stockholder until and then only to the extent that the Restricted Stock Units are earned and settled in shares of Common Stock, nor shall any participant receive Dividend Equivalents solely as a result of receiving a grant of Restricted Stock Units. However, notwithstanding the foregoing, the Committee, in its sole discretion, may grant Dividend Equivalents in the Agreement in connection with a grant of Restricted Stock Units. By way of example and not limitation, such Dividend Equivalents may provide that, for so long as the Participant holds any Restricted Stock Units, if the Company pays any cash dividends on its Common Stock, then (a) the Company may pay the Participant in cash for each outstanding Restricted Stock Unit covered by the Agreement as of the record date of such dividend, less any required withholdings, the per share amount of such dividend or (b) the number of outstanding Restricted Stock Units covered by the Agreement may be increased by the number of Restricted Stock Units, rounded down to the nearest whole number, equal to (i) the product of the number of the Participant’s outstanding Restricted Stock Units as of the record date for such dividend multiplied by the per share amount of the dividend divided by (ii) the Fair Market Value of a share of Common Stock on the payment date of such dividend. In the event additional Restricted Stock Units are awarded, such Restricted Stock Units shall be subject to the same terms and conditions set forth in the Plan and the Agreement as the outstanding Restricted Stock Units with respect to which they were granted. Notwithstanding the preceding sentences, but subject to Section 14.07 below, if and to the extent deemed necessary to the Committee, Dividend Equivalents payable with respect to Restricted Stock Units may accumulate (without interest) and become payable to the

Participant at the time, and only to the extent that, the portion of the Restricted Stock Units to which the Dividend Equivalents relate has become earned and payable. The limitations set forth in the preceding sentences shall not apply after the Restricted Stock Units become earned and payable and shares are issued thereunder.

~~ARTICLE XI~~

~~INCENTIVE AWARDS~~

~~11.01~~

~~Grant~~

Subject to the eligibility provisions of Article V, the Committee will designate each individual or entity to whom Incentive Awards are to be granted. All Incentive Awards shall be determined exclusively by the Committee under the procedures established by the Committee.

~~11.02~~

~~Earning the Award~~

Subject to the Plan, the Committee, on the date of grant of an Incentive Award, shall specify in the applicable Agreement the terms and conditions which govern the grant, including, without limitation, whether the Participant to be entitled to payment must be employed or providing services to the Company or an Affiliate at the time the Incentive Award is to be paid. By way of example and not of limitation, the Committee may prescribe that the Incentive Award shall be earned and payable upon (a) the satisfaction of objectively determinable performance conditions based on the criteria described in Article XV, (b) the Participant’s completion of a specified period of employment or service with the Company or an Affiliate, (c) the Participant’s death, Disability or Retirement or (d) satisfaction of a combination of any of the foregoing factors. If and to the extent deemed necessary by the Committee, Incentive Awards granted to Named Executive Officers shall be earned and become payable upon the satisfaction of objectively determinable performance conditions based on the criteria described in Article XV and shall be subject to the other requirements set forth in Article XV so as to enable the Incentive Awards to qualify as “qualified performance-based compensation” under the regulations promulgated under Code Section 162(m).

~~11.03~~

~~Maximum Incentive Award Period~~

The Committee, at the time an Incentive Award is made, shall determine the maximum period over which the Incentive Award may be earned, except that such period shall not exceed ten (10) years from the date of grant.

~~11.04~~

~~Payment~~

The amount payable to the Participant by the Company when an Incentive Award is earned may be settled in cash, by the issuance of shares of Common Stock or by a combination thereof, as the Committee, in its sole discretion, determines and sets forth in the applicable Agreement. A fractional share of Common Stock shall not be deliverable when an Incentive Award is earned, but a cash payment will be made in lieu thereof.

~~11.05~~

~~Stockholder Rights~~

No Participant shall, as a result of receiving an Incentive Award, have any rights as a stockholder of the Company or any Affiliate on account of such Incentive Award, unless and then only to the extent that the Incentive Award is earned and settled in shares of Common Stock.

~~ARTICLE XII~~

~~OTHER STOCK-BASED AWARDS~~

~~12.01~~

~~Other Stock-Based Awards~~

~~The Committee is authorized, subject to limitations under applicable law, to grant to a Participant such other Awards~~11 that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, ~~shares~~or related to, Shares or factors that may influence the value of ~~Common Stock,~~Shares, including ~~without limitation,~~ convertible or exchangeable debt securities, ~~and~~ other rights convertible or exchangeable into ~~shares~~Shares, purchase rights for Shares, dividend rights or dividend equivalent rights or Awards with value and payment contingent upon performance of ~~Common~~the Company or business units thereof or any other factors designated by the Committee.

(x) “Participant” means the recipient of an Award granted under the Plan.

(y) “Performance Award” means an Award granted pursuant to Section 10.

(z) “Performance Period” means the period established by the Committee with respect to any Performance Award during which the performance goals specified by the Committee with respect to such Award are to be measured.

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(aa) “Person” has the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof, including a “group” as defined in Section 13(d) thereof.

(bb) “Prior Plan” means the Intrexon Corporation Amended and Restated 2013 Omnibus Incentive Plan (as amended from time to time).

(cc) “Prior Plan Award” means any award previously granted under the Prior Plan that is outstanding as of the Effective Date.

(dd) “Restricted Stock” means any Share subject to certain restrictions and forfeiture conditions, granted pursuant to Section 8.

(ee) “RSU” means a contractual right granted pursuant to Section 9 that is denominated in Shares. Each RSU represents a right to receive the value of one Share (or a percentage of such value) in cash, Shares or a combination thereof. Awards of RSUs may include the right to receive dividend equivalents.

(ff) “SAR” means a right granted pursuant to Section 7 to receive upon exercise by the Participant or settlement, in cash, Shares or a combination thereof, the excess of (i) the Fair Market Value of one Share on the date of exercise or settlement over (ii) the exercise or hurdle price of the right on the date of grant.

(gg) “Service Agreement” means any employment, service, severance, consulting or similar agreement between the Company or any of its Subsidiaries and a Participant.

(hh) “Share” means a share of the Company’s common stock, no par value.

(ii) “Subsidiary” means an entity of which the Company directly or indirectly holds all or a majority of the value of the outstanding equity interests of such entity or a majority of the voting power with respect to the voting securities of such entity. Whether employment by or service with a Subsidiary is included within the scope of the Plan shall be determined by the Committee.

(jj) “Substitute Award” means an Award granted in assumption of, or in substitution for, an outstanding award previously granted by a company or other business acquired by the Company or with which the Company combines.

(kk) “Termination of Service” means, in the case of a Participant who is an Employee, cessation of the employment relationship such that the Participant is no longer an employee of the Company or any Subsidiary, or, in the case of a Participant who is a Consultant, non-employee Director or other service provider, the date the performance of services for the Company or any Subsidiary has ended; provided, however, that, unless the Committee determines otherwise, in the case of a Participant who is an Employee, the transfer of employment from the Company to a Subsidiary, from a Subsidiary to the Company, from one Subsidiary to another Subsidiary, or the cessation of employee status but the continuation of the performance of services for the Company or a Subsidiary as a Director or Consultant shall not be deemed a cessation of service that would constitute a Termination of Service; provided, further, that, unless the Committee determines otherwise, a Termination of Service shall be deemed to occur for a Participant employed by, or performing services for, a Subsidiary when such Subsidiary ceases to be a Subsidiary unless such Participant’s employment or service continues with the Company or another Subsidiary. Notwithstanding the foregoing, with respect to any Award subject to Section 409A of the Code (and not exempt therefrom), a Termination of Service occurs when a Participant experiences a “separation of service” (as such term is defined under Section 409A of the Code).

Section 3. Eligibility.

(a) Any Employee, non-employee Director or Consultant shall be eligible to be selected to receive an Award under the Plan, to the extent that an offer or receipt of an Award is permitted by applicable law, stock market or exchange rules and regulations or accounting or tax rules and regulations.

(b) Holders of equity compensation awards granted by a company that is acquired by the Company (or whose business is acquired by the Company) or with which the Company combines are

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eligible for grants of Substitute Awards under the Plan to the extent permitted under applicable regulations of any stock exchange on which the Company is listed.

Section 4. Administration.

(a) Administration of the Plan. The Plan shall be administered by the Committee. All decisions of the Committee shall be final, conclusive and binding upon all parties, including the Company, its shareholders, Participants and any Beneficiaries thereof. The Committee may issue rules and regulations for administration of the Plan.

(b) Delegation of Authority. To the extent permitted by applicable law, the Committee may delegate to one or more officers of the Company some or all of its authority under the Plan, including the authority to grant Options and SARs or other Awards in the form of Share rights (except that such delegation shall not apply to any Award for a Person then covered by Section 16 of the Exchange Act), and the Committee may delegate to one or more committees of the Board (which may consist of solely one Director) some or all of its authority under the Plan, including the authority to grant all types of Awards, in accordance with applicable law.

(c) Authority of Committee. Subject to the terms of the Plan and applicable law, the Committee (or its delegate) shall have full discretion and authority to:

(i) designate Participants;

(ii) determine the type or types of Awards (including Substitute Awards) to be granted to each Participant under the Plan;

(iii) determine the number of Shares to be covered by (or with respect to which payments, rights or other matters are to be calculated in connection with) Awards;

(iv) determine the terms and conditions of any Award and prescribe the form of each Award Agreement, which need not be identical for each Participant;

(v) determine whether, to what extent, under what circumstances and by which methods Awards may be settled or exercised in cash, Shares, other Awards, other property, net settlement (including broker-assisted cashless exercise or sell-to-cover), or any combination thereof, or canceled, forfeited or suspended;

(vi) determine whether, to what extent and under what circumstances cash, Shares, other Awards, other property and other amounts payable with respect to an Award under the Plan shall be deferred either automatically or at the election of the holder thereof or of the Committee;

(vii) amend terms or conditions of any outstanding Awards;

(viii) correct any defect, supply any omission and reconcile any inconsistency in the Plan or any Award, in the manner and to the extent it shall deem desirable to carry the Plan into effect;

(ix) interpret and administer the Plan and any instrument or agreement relating to, or Award made under, the Plan;

(x) establish, amend, suspend or waive such rules and regulations and appoint such agents, trustees, brokers, depositories and advisors and determine such terms of their engagement as it shall deem appropriate for the proper administration of the Plan and due compliance with applicable law, stock market or exchange rules and regulations or accounting or tax rules and regulations; and

(xi) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan and due compliance with applicable law, stock market or exchange rules and regulations or accounting or tax rules and regulations.

Notwithstanding anything to the contrary contained herein, the Board may, in its sole discretion, at any time and from time to time, grant Awards or administer the Plan. In any such case, the Board shall have all of the authority and responsibility granted to the Committee herein.

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Section 5. Shares Available for Awards.

(a) Subject to adjustment as provided in Section 5(c) and except for Substitute Awards, the maximum number of Shares available for issuance under the Plan shall not exceed in the aggregate the sum of (i) 12,500,000 Shares and (ii) the total number of Shares remaining available for issuance under the Prior Plan as of the Effective Date. Shares underlying Substitute Awards and Shares remaining available for grant under a plan of an acquired company or of a company with which the Company combines (whether by way of amalgamation, merger, sale and purchase of shares or other securities or otherwise), appropriately adjusted to reflect the acquisition or combination transaction, shall not reduce the number of Shares remaining available for grant hereunder.

(b) If any Award or Prior Plan Award is forfeited, cancelled, expires, terminates or otherwise lapses or is settled in cash, in whole or in part, without the delivery of Shares, then the Shares covered by such forfeited, expired, terminated or lapsed Award shall again be available for grant under the Plan. For the avoidance of doubt, the following shall become available for issuance under the Plan: (i) any Shares withheld in respect of taxes relating to any Award or Prior Plan Award and (ii) any Shares tendered or withheld to pay the exercise price of Options or SARs (including any stock options or stock appreciation rights that are Prior Plan Awards).

(c) In the event that the Committee determines that, as a result of any dividend or other distribution (other than an ordinary dividend or distribution), recapitalization, stock split (stock subdivision), reverse stock split (stock consolidation), reorganization, merger, amalgamation, consolidation, separation, rights offering, split-up, spin-off, combination, repurchase or exchange of Shares or other securities of the Company, issuance of warrants or other rights to acquire Shares or other securities of the Company, issuance of Shares pursuant to the anti-dilution provisions of securities of the Company, or other similar corporate transaction or event affecting the Shares, or of changes in applicable laws, regulations or accounting principles, an adjustment is necessary in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, then the Committee shall, subject to Section 20 and applicable law, adjust equitably so as to ensure no undue enrichment or harm (including by payment of cash), any or all of:

(i) the number and type of Shares (or other securities) which thereafter may be made the subject of Awards, including the aggregate limits specified in Section 5(a) and Section 5(f);

(ii) the number and type of Shares (or other securities) subject to outstanding Awards;

(iii) the grant, acquisition, exercise or hurdle price with respect to any Award or, if deemed appropriate, make provision for a cash payment to the holder of an outstanding Award; and

(iv) the terms and conditions of any outstanding Awards, including the performance criteria of any Performance Awards;

provided, however, that the number of Shares subject to any Award denominated in Shares shall always be a whole number.

(d) Any Shares delivered pursuant to an Award may consist, in whole or in part, of authorized and unissued Shares or Shares acquired by the Company.

(e) A Participant who is a non-employee Director may not receive compensation for any calendar year in excess of $750,000 (or $1,000,000 for the year in which a non-employee Director is first elected or appointed to the Board) in the aggregate, including cash payments and Awards. For purposes of applying the limitation in this Section 5(e), Awards will be considered compensation in the calendar year in which the date of grant occurs and the value of ~~shares~~such Award shall be its grant date fair value for financial reporting purposes.

(f) Subject to adjustment as provided in Section 5(c)(i), the maximum number of ~~Common~~Shares available for issuance with respect to Incentive Stock Options shall be 12,500,000.

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Section 6. Options. The Committee is authorized to grant Options to Participants with the following terms and conditions and with such additional terms and conditions, in either case not inconsistent with the provisions of the Plan, as the Committee shall determine:

(a) The exercise price per Share under an Option shall be determined by the Committee at the time of grant; provided, however, that, except in the case of Substitute Awards, such exercise price shall not be less than the Fair Market Value of a Share on the date of grant of such Option.

(b) The term of each Option shall be fixed by the Committee but shall not exceed 10 years from the date of grant of such Option. Subject to Section 13, the Committee shall determine the time or times at which an Option becomes vested and exercisable in whole or in part.

(c) The Committee shall determine the methods by which, and the forms in which payment of the exercise price with respect thereto may be made or deemed to have been made, including cash, Shares, other Awards, other property, net settlement (including broker-assisted cashless exercise) or any combination thereof, having a Fair Market Value on the exercise date equal to the relevant exercise price.

(d) The Committee may, in its discretion, specify in the applicable Award Agreement that to the extent an Option is not previously exercised as to all of the Shares subject thereto, and, if the Fair Market Value of one Share is greater than the exercise price then in effect, then the Option shall be deemed automatically exercised immediately before its expiration.

(e) No grant of Options may be accompanied by a tandem award of dividend equivalents or provide for dividends, dividend equivalents or other distributions to be paid on such Options (except as provided under Section 5(c)).

(f) The terms of any Incentive Stock Option granted under the Plan shall comply in all respects with the provisions of Section 422 of the Code. Incentive Stock Options may be granted only to employees of the Company or of a parent or subsidiary corporation (as defined in Section 424 of the Code). Notwithstanding any designation as an Incentive Stock Option, to the extent that the aggregate Fair Market Value of Shares subject to a Participant’s incentive stock options that become exercisable for the first time during any calendar year exceeds $100,000, such excess Options shall be treated as Non-Qualified Stock Options. For purposes of the foregoing, Incentive Stock Options shall be taken into account in the order in which they were granted, and the Fair Market Value of the Shares shall be determined as of the date of the grant of such Option. No Incentive Stock Options may be issued more than ten years following the earlier of (i) the date of adoption of the Plan or (ii) the most recent date of approval of the Plan by the shareholders of the Company.

Section 7. Stock Appreciation Rights. The Committee is authorized to grant SARs to Participants with the following terms and conditions and with such additional terms and conditions, in either case not inconsistent with the provisions of the Plan, as the Committee shall determine:

(a) SARs may be granted under the Plan to Participants either alone (“freestanding”) or in addition to other Awards granted under the Plan (“tandem”) and may, but need not, relate to a specific Option granted under Section 6.

(b) The exercise or hurdle price per Share under a SAR shall be determined by the Committee; provided, however, that, except in the case of Substitute Awards, such exercise or hurdle price shall not be less than the Fair Market Value of a Share on the date of grant of such SAR.

(c) The term of each SAR shall be fixed by the Committee but shall not exceed 10 years from the date of grant of such SAR. Subject to Section 13, the Committee shall determine the time or times at which a SAR may be exercised or settled in whole or in part.

(d) Upon the exercise of a SAR, the Company shall pay to the Participant an amount equal to the number of Shares subject to the SAR multiplied by the excess, if any, of the Fair Market Value of one Share on the exercise date over the exercise or hurdle price of such SAR. The Company shall pay such excess in cash, in Shares valued at Fair Market Value, or any combination thereof, as determined by the Committee.

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(e) The Committee may, in its discretion, specify in the applicable Award Agreement that to the extent a SAR is not previously exercised as to all of the Shares subject thereto, and, if the Fair Market Value of one Share is greater than the exercise price then in effect, then the SAR shall be deemed automatically exercised immediately before its expiration.

(f) No grant of SARs may be accompanied by a tandem award of dividend equivalents or provide for dividends, dividend equivalents or other distributions to be paid on such SARs (except as provided under Section 5(c)).

Section 8. Restricted Stock. The Committee is authorized to grant Awards of Restricted Stock to Participants with the following terms and conditions and with such additional terms and conditions, in either case not inconsistent with the provisions of the Plan, as the Committee shall determine:

(a) The Award Agreement shall specify the vesting schedule.

(b) Awards of Restricted Stock shall be subject to such restrictions as the Committee may impose, which restrictions may lapse separately or in combination at such time or times, in such installments or otherwise, as the Committee may deem appropriate.

(c) Subject to the restrictions set forth in the applicable Award Agreement, a Participant generally shall have the rights and privileges of a shareholder with respect to Awards of Restricted Stock, including the right to vote such Shares of Restricted Stock and the right to receive dividends.

(d) The Committee may, in its discretion, specify in the applicable Award Agreement that an Award of Restricted Stock shall convey the right to receive dividend equivalents on the Shares subject to such Award with respect to any dividends or other distributions declared during the period that such Award is outstanding, in which case, such dividend equivalent rights shall accumulate and shall be paid in cash or Shares on the settlement date of the Award, subject to the vesting of the Award (or portion thereof) with respect to which such dividend equivalents are credited. For the avoidance of doubt, any dividend equivalents in respect of any Award of Restricted Stock shall have the same vesting conditions and vesting dates and shall be paid in accordance with the same terms as the Award to which they relate.

(e) Any Award of Restricted Stock may be evidenced in such manner as the Committee may deem appropriate, including book-entry registration.

(f) The Committee may provide in an Award Agreement that an Award of Restricted Stock is conditioned upon the Participant making or refraining from making an election with respect to the Award under Section 83(b) of the Code. If a Participant makes an election pursuant to Section 83(b) of the Code with respect to an Award of Restricted Stock, such Participant shall be required to file promptly a copy of such election with the Company and the applicable Internal Revenue Service office.

Section 9. RSUs. The Committee is authorized to grant Awards of RSUs to Participants with the following terms and conditions and with such additional terms and conditions, in either case not inconsistent with the provisions of the Plan, as the Committee shall determine:

(a) The Award Agreement shall specify the vesting schedule and the delivery schedule (which may include deferred delivery later than the vesting date).

(b) Awards of RSUs shall be subject to such restrictions as the Committee may impose, which restrictions may lapse separately or in combination at such time or times, in such installments or otherwise, as the Committee may deem appropriate.

(c) An RSU shall not convey to a Participant the rights and privileges of a shareholder with respect to the Share subject to such RSU, such as the right to vote or the right to receive dividends, unless and until and to the extent a Share is issued to such Participant to settle such RSU.

(d) The Committee may, in its discretion, provide in the applicable Award Agreement that an Award of RSUs shall convey the right to receive dividend equivalents on the Shares subject to such Award with respect to any dividends or other distributions declared during the period that such Award

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is outstanding, in which case, such dividend equivalent rights shall accumulate and shall be paid in cash or Shares on the settlement date of the Award, subject to the vesting of the Award (or portion thereof) with respect to which such dividend equivalents are credited. For the avoidance of doubt, any dividend equivalents in respect of any Award of RSUs shall have the same vesting conditions and vesting dates and shall be paid in accordance with the same terms as the Award to which they relate.

(e) Shares delivered upon the vesting and settlement of an RSU Award may be evidenced in such manner as the Committee may deem appropriate, including book-entry registration.

(f) The Committee may determine the form or forms (including cash, Shares, other Awards, other property or any combination thereof) in which payment of the amount owing upon settlement of any RSU Award may be made.

Section 10. Performance Awards. The Committee is authorized to grant Performance Awards to Participants with the following terms and conditions and with such additional terms and conditions, in either case not inconsistent with the provisions of the Plan, as the Committee shall determine:

(a) Performance Awards may be denominated as a cash amount, number of Shares or units or a combination thereof and are Awards that may be earned upon achievement or satisfaction of performance conditions specified by the Committee. In addition, the Committee may specify that any other Award shall constitute a Performance Award by conditioning the grant to a Participant or the right of a Participant to exercise the Award or have it settled, and the timing thereof, upon achievement or satisfaction of such performance conditions as may be specified by the Committee. The Committee may use such business criteria and other measures of performance as it may deem appropriate in establishing any performance conditions. Subject to the terms of the Plan, the performance goals to be achieved during any Performance Period, the length of any Performance Period, the amount of any Performance Award granted and the amount of any payment or transfer to be made pursuant to any Performance Award shall be determined by the Committee.

(b) Performance criteria may be measured on an absolute (e.g., plan or budget) or relative basis, and may be established on a corporate-wide basis, with respect to one or more business units, divisions, Subsidiaries or business segments, or on an individual basis. If the Committee determines that a change in the business, operations, corporate structure or capital structure of the Company, or the manner in which the Company conducts its business, or other events or circumstances render the performance objectives unsuitable, the Committee may modify the performance objectives or the related minimum acceptable level of achievement, in whole or in part, as the Committee deems appropriate and equitable such that it does not provide any undue enrichment or harm. Performance measures may vary from Performance Award to Performance Award and from Participant to Participant, and may be established on a stand-alone basis, in tandem or in the alternative. The Committee shall have the power to impose such other restrictions on Awards subject to this Section 10(b) as it may deem necessary or appropriate to ensure that such Awards satisfy all requirements of any applicable law, stock market or exchange rules and regulations or accounting or tax rules and regulations.

(c) Settlement of Performance Awards shall be in cash, Shares, other Awards, other property, net settlement, or any combination thereof, as determined in the discretion of the Committee.

(d) A Performance Award shall not convey to a Participant the rights and privileges of a shareholder with respect to the Share subject to such Performance Award, such as the right to vote (except as relates to Restricted Stock) or the right to receive dividends, unless and until and to the extent a Share is issued to such Participant to settle such Performance Award. The Committee, in its sole discretion, may provide that a Performance Award shall convey the right to receive dividend equivalents on the Shares subject to such Performance Award with respect to any dividends declared during the period that such Performance Award is outstanding, in which case, such dividend equivalent rights shall accumulate and shall be paid in cash or Shares on the settlement date of the Performance Award, subject to the Participant’s earning of the Shares with respect to which such dividend equivalents are paid upon achievement or satisfaction of performance conditions specified by the Committee. Shares delivered upon the vesting and settlement of a Performance Award may be evidenced in such manner as the Committee may deem appropriate, including book-entry registration. For the avoidance of doubt,

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unless otherwise determined by the Committee, no dividend equivalent rights shall be provided with respect to any Shares subject to Performance Awards that are not earned or otherwise do not vest or settle pursuant to their terms.

(e) The Committee may, in its discretion, increase or reduce the amount of a settlement otherwise to be made in connection with a Performance Award.

Section 11. Other Cash-Based Awards and Other Stock-Based Awards. The Committee is authorized, subject to limitations under applicable law, to grant Other Cash-Based Awards (either independently or as an element of or supplement to any other Award under the Plan) and Other Stock-Based Awards. The Committee shall determine the terms and conditions of ~~any~~ such ~~Other Stock-Based~~ Awards. ~~Unless the Committee or the Agreement provides otherwise, Other Stock-Based Awards shall be vested, exercisable or earned and payable upon the date of grant. Common Stock~~Shares delivered pursuant to an ~~Other Stock-Based~~ Award in the nature of a purchase ~~rights (“Purchase Right Award”)~~right granted under this Section 11 shall be purchased for such consideration, ~~not less than the Fair Market Value of the shares of Common Stock as of the date the Other Stock-Based Award is granted (subject to Sections 14.06~~ and ~~16.03 with respect to substitute Awards), and may be~~ paid for at such times, by such methods and in such forms, including ~~without limitation,~~ cash, ~~shares of Common Stock,~~Shares, other Awards, ~~notes~~other property, net settlement, broker-assisted cashless exercise or ~~other property,~~any combination thereof, as the Committee shall ~~determine. The maximum time period in which an Other Stock-Based Award in~~determine; provided that the ~~nature of~~ purchase rights may be exercised shall be determined by the Committee on the date of grant, except that no Other Stock-Based Award in the nature of purchase rights shall be exercisable after the expiration of ten (10) years from the date such Other Stock-Based Award was granted.

~~12.02~~

~~Bonus Stock and Awards in Lieu of Other Obligations~~

The Committee also is authorized (i) to grant to a Participant shares of Common Stock as a bonus, (ii) to grant shares of Common Stock or other Awards in lieu of other obligations of the Company or any Affiliate to pay cash or to deliver other property under this Plan or under any other plans or compensatory arrangements of the Company or any Affiliate, (iii) to use available shares of Common Stock as the form of payment for compensation, grants or rights earned or due under any other compensation plans or arrangements of the Company or an Affiliate, and (iv) subject to Section 19.13 below, to grant as alternatives to or replacements of Awards granted or outstanding under the Plan or any other plan or arrangement of the Company or any Affiliate, subject to such terms as shall be determined by the Committee and the overall limitation on the number of shares of Common Stock that may be issued under the Plan. Notwithstanding any other provision hereof, shares of Common Stock or other securities delivered to a Participant pursuant to a purchase right granted under this Plan shall be purchased for consideration, the Fair Market Value of whichprice therefor shall not be less than the Fair Market Value of such ~~shares of Common Stock or other securities as of the date such purchase right is granted.~~

~~ARTICLE XIII~~

~~DIVIDEND EQUIVALENTS AND CASH AWARDS~~

~~13.01~~

~~Dividend Equivalents~~

The Committee is authorized to grant Dividend Equivalents to a Participant which may be awarded on a free-standing basis or in connection with another Award. Subject to Section 14.07 below, the Committee may provide that Dividend Equivalents shall be paid or distributed when accrued or shall be deemed to have been reinvested in additional shares of Common Stock, other Awards or other investment vehicles, subject to restrictions on transferability, risk of forfeiture and such other terms as the Committee may specify and set forth in the applicable Agreement. Notwithstanding the foregoing, no Dividend Equivalents may be awarded in connection with an Option, SAR or Other Stock-Based Award in the nature of purchase rights.

~~13.02~~

~~Cash Awards~~

The Committee is authorized to grant to a Participant Cash Awards. The Committee shall determine the terms and conditions of any such Cash Awards. Cash Awards may be granted as an element of or a supplement to

~~any other Award under the Plan or as a stand-alone Cash Award. The Committee,~~Shares on the date of grant of ~~Cash~~such right.

Section 12. Effect of Termination of Service or a Change in Control on Awards.

(a) The Committee may ~~prescribe that~~provide, by rule or regulation or in any applicable Award Agreement, or may determine in any individual case, the ~~Cash Awards will~~circumstances in which, and the extent to which, an Award may be ~~earned and become payable subject to such conditions as are set forth~~exercised, settled, vested, paid or forfeited in the ~~Agreement. By way~~event of ~~example and not~~a Participant’s Termination of ~~limitation,~~Service prior to the end of a Performance Period or vesting, exercise or settlement of such Award.

(b) Subject to the last sentence of Section 2(kk), the Committee may ~~prescribe that Cash Awards~~determine, in its discretion, whether, and the extent to which, (i) an Award will vest during a leave of absence, (ii) a reduction in service level (for example, from full-time to part-time employment) will cause a reduction, or other change, to an Award and (iii) a leave of absence or reduction in service will be ~~earned~~deemed a Termination of Service.

(c) In the event of a Change in Control, the Committee may, in its sole discretion, and ~~become payable upon (a)~~on such terms and conditions as it deems appropriate, take any one or more of the ~~satisfaction~~following actions with respect to any outstanding Award, which need not be uniform with respect to all Participants and/or Awards:

(i) continuation or assumption of ~~objectively determinable~~such Award by the Company (if it is the surviving corporation) or by the successor or surviving entity or its parent;

(ii) substitution or replacement of such Award by the successor or surviving entity or its parent with cash, securities, rights or other property to be paid or issued, as the case may be, by the successor or surviving entity (or a parent or subsidiary thereof), with substantially the same terms and value as such Award (including any applicable performance ~~conditions based on~~targets or criteria with respect thereto);

(iii) acceleration of the ~~criteria described~~vesting of such Award and the lapse of any restrictions thereon and, in ~~Article XV, (b)~~ the ~~Participant’s completion~~case of an Option or SAR Award, acceleration of the right to exercise such Award during a specified period (and the termination of ~~employment~~such Option or ~~service with the Company or an Affiliate, (c) the Participant’s death, Disability or Retirement or (d) satisfaction of a combination~~SAR Award without payment of any ~~of the foregoing factors. If and~~consideration therefor to the extent ~~deemed necessary~~such Award is not timely exercised), in each case, either (A) upon a Participant’s involuntary Termination of Service (including upon a termination of the Participant’s employment by the ~~Committee, Cash Awards granted~~Company (or a successor corporation or its parent) without Cause, by a Participant for “good reason” and/or due to ~~Named Executive Officers shall become payable upon~~a Participant’s death or “disability”, as such terms may be defined in the ~~satisfaction~~applicable Award Agreement and/or a Participant’s Service Agreement, as the case may be) on or within a specified period following the Change in Control or (B) if the successor or surviving entity (or its parent) fails to or otherwise does not continue or assume such Award;

(iv) in the case of ~~objectively determinable~~a Performance Award, determination of the level of attainment of the applicable performance ~~conditions based on~~condition(s); and

(v) cancellation of such Award in consideration of a payment, with the ~~criteria described in Article XV~~form, amount and ~~shall be subject to the other requirements set forth in Article XV so as to enable~~timing of such ~~Cash Awards to qualify as “qualified performance-based compensation” under the regulations promulgated under Code Section 162(m). Notwithstanding any provision herein to the contrary,~~payment determined by the Committee in its sole discretion, ~~may grant Cash Awards~~subject to the

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following: (A) such payment shall be made in cash, securities, rights and/or other property; (B) the amount of such payment shall equal the value of ~~earned performance awards and other incentive compensation payable under the Plan or any other plans or compensatory arrangements of the Company or any Affiliate. Unless~~such Award, as determined by the Committee orin its sole discretion; provided that, in the ~~Agreement provides otherwise, Cash Awards shall be vested and payable upon the date of grant.~~

~~ARTICLE XIV~~

~~TERMS APPLICABLE TO ALL AWARDS~~

~~14.01~~

~~Written Agreement~~

Each Award shall be evidenced by a written or electronic Agreement (including any amendment or supplement thereto) between the Company and the Participant specifying the terms and conditions of the Award granted to such Participant. Each Agreement should specify whether the Award is intended to be a~~Non-409A~~ ~~Award or a 409A Award.~~

~~14.02~~

~~Nontransferability~~

Except as provided in Section 14.03 below, each Award granted under this Plan shall be nontransferable except by will or by the laws of descent and distribution or pursuant to the terms of a valid qualified domestic relations order. In the event of any transfercase of an Option or ~~Corresponding~~ SAR ~~(by~~Award, if such value equals the Participant or his transferee), the Option and Corresponding SAR that relates to such Option must be transferred to the same Person or Persons or entity or entities. Except as provided in Section 14.03 below, during the lifetime of the Participant to whom the Option or SAR is granted, the Option or SAR may be exercised only by the Participant. No right or interest of a Participant in any Award shall be liable for, or subject to, any lien, obligation, or liabilityIntrinsic Value of such ~~Participant or his transferee.~~

~~14.03~~

~~Transferable Awards~~

~~Section 14.02 to the contrary notwithstanding, if the Agreement so provides, an~~ Award, that is not an incentive stock option or a Corresponding SAR that relates to an incentive stock option may be transferred by a Participant to immediate family members or trusts or other entities on behalf of the Participant and/or immediate family members or for charitable donations. Any such transfer will be permitted only if (a) the Participant does not receive any consideration for the transfer and (b) the Committee expressly approves the transfer. The holder of the Award transferred pursuant to this Section shall be bound by the same terms and conditions that governed the Award during the period that it was held by the Participant; provided, however, that such transferee may not transfer the Award except by will or the laws of descent and distribution. Unless transferred as provided in Section 9.05, a Restricted Stock Award may not be transferred prior to becoming~~non-forfeitable~~ ~~and transferable.~~

~~14.04~~

~~Participant Status~~

If the terms of any Award provide that it may be exercised or paid only during employment or continued service or within a specified period of time after termination of employment or continued service, the Committee may decide to what extent leaves of absence for governmental or military service, illness, temporary disability or other reasons shall not be deemed interruptions of continuous employment or service. For purposes of the Plan, employment and continued service shall be deemed to exist between the Participant and the Company and/or an Affiliate if, at the time of the determination, the Participant is a director, officer, employee, consultant or advisor of the Company or an Affiliate. A Participant on military leave, sick leave or other bona fide leave of absence shall continue to be considered an employee for purposes of the Plan during such leave if the period of leave does not exceed three (3) months, or, if longer, so long as the individual’s right to~~re-employment~~ ~~with the Company or any of its Affiliates is guaranteed either by statute or by contract. If the period of leave exceeds three (3) months, and the individual’s right tore-employment~~ ~~is not guaranteed by statute or by contract, the employment~~value shall be deemed to be ~~terminated on the first day after the end of such three (3) month period. Except as may otherwise be expressly~~ valid; provided in an Agreement, Awards granted to a director, officer, employee, consultant or advisor shall not be affected by any change in the status of the Participant so long as the Participant continues to be a director, officer, employee, consultant or advisor to the Company or any of its Affiliates (regardless of having changed from one to the other or having been transferred from one entity to another). The Participant’s employment or continued service shall not be considered interrupted in the event the Committee, in its discretion, and as specified at or prior to such occurrence, determines there is no interruption in the case of a~~spin-off,~~ ~~sale or disposition of the Participant’s employer from the Company or an Affiliate, except~~further that, if the Intrinsic Value of an Option or SAR Award is equal to or less than zero, the Committee ~~does not otherwise specify~~may, in its sole discretion, provide for the cancellation of such at or such prior to such occurrence, the Participant will be deemed to have a termination of employment or continuous service to the extent the Affiliate that employs the Participant is no longer the Company or an entity that qualifies as an Affiliate. The foregoing provisions apply to a 409A Award ~~only to the extent Section 409A of the Code does not otherwise treat the Participant as continuing in service or employment or as having a separation from service at an earlier time.~~

~~14.05~~

~~Change in Control~~

~~Notwithstanding any provision~~without payment of any ~~Agreement,~~consideration therefor (for the avoidance of doubt, in the event of a Change in Control, the Committee may, in its sole discretion, ~~may (i) declare that some~~terminate any Option or ~~all outstanding Options, SARs and Other Stock-Based~~SAR Awards in the nature of purchase rights previously granted under the Plan, whether or not then exercisable, shall terminate on the Control Change Date without any payment to the holder of the Options, SARs and Other Stock-Based Awards in the nature of purchase rights, provided the Committee gives prior written notice to the holders of such termination and gives such holders the right to exercise their outstanding Options, SARs and Other Stock-Based Awards in the nature of purchase rights for at least seven (7) days before such date to the extent then exercisable (or to the extent such Options, SARs or Other Stock-Based Awards in the nature of purchase rights would have become exercisable as of the Control Change Date), (ii) terminate on the Control Change Date outstanding Restricted Stock Awards, Restricted Stock Units, Incentive Awards, Other Stock-Based Awards not in the nature of purchase rights and Dividend Equivalents previously granted under the Plan that are not then nonforfeitable and transferable or earned and payable (and that will not become nonforfeitable and transferable or earned and payable as of the Control Change Date) without any payment to the holder of the Restricted Stock Award, Restricted Stock Units, Incentive Awards, Other Stock-Based Awards not in the nature of purchase rights and Dividend Equivalents, other than the return, if any, of the purchase price of any such Awards, (iii) terminate on the Control Change Date some or all outstanding Options, SARs and Other Stock-Based Awards in the nature of purchase rights previously granted under the Plan, whether or not then exercisable, in consideration of payment to the holder of the Options, SARs and Other Stock-Based Awards in the nature of purchase rights, with respect to each share of Common Stock for which the ~~Options, SARs and Other Stock-Based Awards~~exercise or hurdle price is equal to or exceeds the per Share value of the consideration to be paid in the ~~nature~~Change in Control transaction without payment of ~~purchase rights are then exercisable (or~~consideration therefor); and (C) such payment shall be made promptly following such Change in Control or on a specified date or dates following such Change in Control; provided that ~~will become exercisable as~~the timing of such payment shall comply with Section 409A of the ~~Control Change Date),~~Code.

Section 13. Minimum Vesting Requirements. Notwithstanding anything to the contrary herein, and subject to Section 12, Awards shall vest over a period of not less than one year following the ~~excess, if any, of the Fair Market Value on such~~ date of grant (the “Minimum Vesting Requirements”); provided, however, that the ~~Common Stock subject to~~Committee may, in its sole discretion, (i) accelerate the vesting of Awards or otherwise lapse or waive the Minimum Vesting Requirements upon (A) the Participant’s death or disability (as such ~~portion of the Options, SARs and Other Stock-Based Awards~~term may be defined in the ~~nature of purchase rights over~~applicable Award Agreement and/or a Participant’s Service Agreement, as the ~~purchase price~~case may be ) or ~~Initial Value, as applicable (provided that any portion of such Options, SARs and Other Stock-Based Awards~~(B) a Change in ~~the~~

~~nature of purchase rights that are not then exercisable and will not become exercisable on the~~ Control ~~Change Date, and Options, SARs and Other Stock-Based Awards in the nature of purchase rights with respect to which the Fair Market Value of the Common Stock subject~~(subject to the ~~Options, SARs~~requirements of Section 12) and Other Stock-Based Awards in the nature of purchase rights does not exceed the purchase price or Initial Value, as applicable, shall be cancelled without any payment therefor), (iv) terminate on the Control Change Date outstanding Restricted Stock Awards, Restricted Stock Units, Incentive Awards, Other Stock-Based Awards not in the nature of purchase rights and Divided Equivalents previously granted under the Plan that will become nonforfeitable and transferable or earned and payable as of the Control Change Date (or that previously became nonforfeitable and transferable or earned and payable but have not yet been settled as of the Control Change Date) in exchange for a payment equal to the excess of the Fair Market Value of the shares of Common Stock subject to such Awards, or the amount of cash payable under the Awards, over any unpaid purchase price, if any, for such Awards (provided that any portion of such(ii) grant Awards that are not ~~then nonforfeitable and transferable~~subject to the Minimum Vesting Requirements with respect to 5% or ~~earned and payable as~~less of the ~~Control Change Date (and that will not become nonforfeitable and transferable or earned and payable~~Shares available for issuance under the Plan (as set forth in Section 5(a), as ~~of the Control Change Date)~~may be adjusted pursuant to Section 5(c)).

Section 14. General Provisions Applicable to Awards.

(a) Awards shall be ~~cancelled without~~granted for such cash or other consideration, if any, ~~payment therefor), or (v) take such other actions~~ as the Committee ~~determines to~~determines; provided that in no event shall Awards be ~~reasonable under the circumstances to permit the Participant to realize the value of the outstanding Awards (which Fair Market Value~~issued for ~~purposes of Awards that are not then exercisable, nonforfeitable and transferable or earned and payable~~less than such minimal consideration as of the Control Change Date (and that will not become exercisable, nonforfeitable and transferable or earned and payable as of the Control Change Date) or with respect to which the Fair Market Value of the Common Stock subject to the Awards does not exceed the purchase price or Initial Value, as applicable, shall be deemed to be zero). The payments described above may be ~~made in any manner the Committee determines, including in cash, stock or other property. The Committee may take the actions described above with respect to~~required by applicable law.

(b) Awards that are not then exercisable, nonforfeitable and transferable or earned and payable or with respect to which the Fair Market Value of the Common Stock subject to the Awards does not exceed the purchase price or Initial Value, as applicable, whether or not the Participant will receive any payments therefor. The Committee in its discretion may take any of the actions described in this Section 14.05 contingent on consummation of the Change in Control and with respect to some or all outstanding Awards, whether or not then exercisable, nonforfeitable and transferable or earned and payable or on an~~Award-by-Award~~ basis, which actions need not be uniform with respect to all outstanding Awards or Participants. However, outstanding Awards shall not be terminated to the extent that written provision is made for their continuance, assumption or substitution by the Company or a successor employer or its parent or subsidiary in connection with the Change in Control except as otherwise provided in the applicable Agreement.

~~14.06~~

~~Stand-Alone, Additional, Tandem and Substitute Awards~~

~~Subject to Section 19.13 below, Awards granted under the Plan~~ may, in the discretion of the Committee, be granted either alone or in addition to or in tandem with ~~or in substitution or exchange for,~~ any other Award or any ~~Award~~award granted under ~~another~~any other plan of the Company or any Affiliate or any entity acquired by the Company or any Affiliate or any other right of a Participant to receive payment from the Company or any Affiliate; provided, however, that a 409A Award may not be granted in tandem with a~~Non-409A~~ ~~Award.~~Company. Awards granted in addition to or in tandem with ~~another Award~~other Awards, or ~~Awards~~in addition to or in tandem with awards granted under any other plan of the Company, may be granted either at the same time as or at a different time from the grant of such other ~~Award or Awards. Subject to applicable law and the restrictions on 409A Awards and repricings in Section 19.13 below, the Committee may determine that, in granting a new Award, thein-the-money~~ ~~value or Fair Market Value of any surrendered Award or~~ Awards or ~~the value of any other right to payment surrendered by the Participant may be applied, or otherwise taken into account with respect, to any other new Award or Awards.~~

~~14.07~~

~~Form and Timing of Payment; Deferrals~~

awards.

(c) Subject to the terms of the Plan, ~~and any applicable Agreement,~~ payments or transfers to be made by the Company ~~or an Affiliate~~ upon the grant, exercise ~~of an Option, SAR or Other Stock-Based Award in the nature of purchase rights~~ or settlement of ~~any other~~an Award may be made in ~~such~~the form of cash, Shares, other Awards, other property, net settlement, or any combination thereof, as determined by the Committee ~~may determine and set forth~~ in its discretion at the ~~applicable Agreement, including, without limitation, cash, shares~~time of ~~Common Stock, other Awards or other~~

~~property~~grant, and may be made in a single payment or transfer, in installments or on a deferred ~~basis. The settlement of an Award may be accelerated,~~basis, in each case in accordance with rules and cash paid in lieu of shares of Common Stock in connection with such settlement, in the discretion of the Committee or upon the occurrence of one or more specified events set forth in the applicable Agreement (and to the extent permitted by the Plan and Section 409A of the Code). Subject to the Plan, installment or deferred payments may be required by the Committee or permitted at the election of the Participant on the terms and conditionsprocedures established by the Committee. ~~Payments~~Such rules and procedures may include ~~without limitation,~~ provisions for the payment or crediting of reasonable interest on ~~installments~~installment or deferred ~~paynts~~payments or the grant or crediting of ~~Dividend Equivalents or other amounts~~dividend equivalents in respect of installment or deferred payments denominated in shares of Common Stock. In the case of any 409A Award that is vested and no longer subject to a substantial risk of forfeiture (within the meaning of Sections 83 and 409A of the Code), such Awardpayments.

(d) Except as may be ~~distributed to the Participant, upon application of the Participant to the Committee, if the Participant has an unforeseeable emergency within the meaning of Section 409A of the Code, if determined~~permitted by the Committee ~~and set forth~~or as specifically provided in ~~the applicable Agreement. Notwithstanding any other provision of the Plan, however, no dividends payable with respect to~~ an Award Agreement, (i) no Award and no right under any Award shall be assignable, alienable, saleable or ~~Dividend Equivalents may~~transferable by a Participant other than by will or pursuant to Section 14(e) and (ii) during a Participant’s lifetime, each Award, and each right under any Award, shall be ~~paid in connection with~~exercisable only by such Participant or, if permissible under applicable law, by such Participant’s guardian or legal representative. The provisions of this Section 14(d) shall not apply to any ~~Awards or Dividend Equivalents~~Award that are to become nonforfeitable and transferable or earned and payable based upon performance conditions unless and until the performance conditions are satisfied, and, if determined by the Committee and set forth in the applicable Agreement, any such dividends and Dividend Equivalents will accumulate (without interest) and become payable to the Participant at the time, and only to the extent that, the applicable Awards or Dividend Equivalents have become~~non-forfeitable~~ ~~and transferable or earned and payable upon satisfaction of the relevant performance conditions.~~

~~14.08~~

~~Time and Method of Exercise~~

~~The Committee shall determine and set forth in the Agreement the time or times at which Awards granted under the Plan may be~~has been fully exercised or settled, ~~in whole or in part~~as the case may be, and shall set forth in the Agreement the rules regarding the exercise, settlement and/or termination of Awards upon the Participant’s death, Disability, termination of employment or ceasing to be a director. Unless the Agreement provides otherwise, an Award may be exercised by delivering notice to the Company’s principal office, to the attention of its Secretary (or the Secretary’s designee) no less than one (1) business day in advance of the effective date of the proposed exercise. Such notice shall be accompanied by the applicable Agreement, shall specify the number of shares of Common Stock with respect to which the Award is being exercised and the effective date of the proposed exercise and shall be signed by the Participant or other person then having the right to exercise the Award. Such notice may be withdrawn at any time prior to the close of business on the business day immediately preceding the effective date of the proposed exercise. Unless the Committee otherwise permits through the applicable Agreement or otherwise, no partial exercise of an Award shall be for an aggregate exercise or purchase price or a base value of less than One Thousand Dollars ($1,000). Notwithstanding any other provision of the Plan, however, if an Award is to become exercisable, nonforfeitable and transferable or earned and payable on the completion of a specified period of employment or service with the Company or any Affiliate, without the achievement of any performance conditions being required, and the Award is not being granted in lieu of any other cash compensation the Participant is to receive that would be payable over a shorter period of time, then unless the applicable Agreement provides otherwise, the Award shall become exercisable,~~non-forfeitable~~ and transferable or earned and payable with respect to twenty-five percent (25%) of the underlying shares of Common Stock (or any amounts payable thereunder for Awards denoted in dollars) on each of the first, second, third and fourth anniversaries of the date of grant (subject to acceleration of vesting, to the extent permitted by the Plan and the Committee, in the event of a Change in Control or the Participant’s death, Disability, Retirement or involuntary termination of employment or service (including a voluntary termination of employment or service for good reason). Notwithstanding any provision of the Plan providing for the maximum termpreclude forfeiture of an Award in accordance with the event any Award would expire prior to exercise, vesting or settlement because trading in shares of Common Stock is prohibited by law or by any insider trading policy of the Company, the term of the Award shall automatically be extended until thirty (30) days after the expiration of any such prohibitions to permit the Participant to realize the value of the Award, provided such extension with respect to the applicable Award (i) is permitted by law, (ii) does not result in a violation of Section 409A with respect to the Award, (iii) permits any Award that is

terms thereof.

intended to constitute “qualified performance-based compensation” within the meaning of Section 162(m) of the Code to continue to so qualify and (iv) does not otherwise adversely impact the tax consequences of the Award (such as for incentive stock options and related Awards). An Agreement may provide that the Award will be automatically, and without any action by the Participant, deemed exercised, by means of a “net exercise” procedure, immediately prior to the expiration of the Award if the then Fair Market Value of the underlying shares of Common Stock at that time exceeds the exercise or purchase price or base value of the Award, in order to permit the Participant to realize the value of the Award. With respect to an Option and its Corresponding SAR, the Agreement may provide which Award will be deemed exercised. If the Agreement does not so provide, the Option shall be deemed exercised and the Corresponding SAR shall expire unexercised.

~~14.09~~

~~Effect of Termination Date on Options, SARs and Other Stock-Based Awards in the Nature of Purchase Rights~~

~~(a) If a Participant incurs a Termination Date due to death or Disability, any unexercised Option, SAR or Other Stock-Based Award in the nature of purchase rights granted to the~~(e) A Participant may ~~thereafter be exercised~~designate a Beneficiary or change a previous Beneficiary designation only at such times as prescribed by ~~the Participant (or, where appropriate, a transferee of the Participant), to the extent then exercisable, (i) for a period of twelve (12)~~ ~~months after the Termination Date or (ii)~~ until the expiration of the stated term of the Option, SAR or Other Stock-Based Award in the nature of purchase rights, whichever period is shorter, unless specifically provided otherwise in the applicable Agreement (in which case the terms of the Agreement shall control). Any portion of the Option, SAR or Other Stock-Based Award in the nature of purchase rights that remains unexercised after the expiration of such period, regardless of whether such portion of the Option, SAR or Other Stock-Based Award in the nature of purchase rights is vested or unvested, shall terminate and be forfeited with no further compensation due to the Participant.

(b) If a Participant incurs a Termination Date due to Retirement, any unexercised Option, SAR or Other Stock-Based Award in the nature of purchase rights granted to the Participant may thereafter be exercised by the Participant (or, where appropriate, a transferee of the Participant), to the extent then exercisable, (i) for a period of twelve (12) ~~months after the Termination Date or (ii)~~ until the expiration of the stated term of the Option, SAR or Other Stock-Based Award in the nature of purchase rights, whichever period is shorter, unless specifically provided otherwise in the applicable Agreement (in which case the terms of the Agreement shall control). Any portion of the Option, SAR or Other Stock-Based Award in the nature of purchase rights that remains unexercised after the expiration of such period described above, regardless of whether such portion of the Option, SAR or Other Stock-Based Award in the nature of purchase rights is vested or unvested, shall terminate and be forfeited with no further compensation due to the Participant.

(c) If a Participant incurs a Termination Date, other than on death, Disability or Retirement, as a result of termination of service or employment by the Company and its Affiliates involuntarily and without Cause, any unexercised Option, SAR or Other Stock-Based Award in the nature of purchase rights granted to the Participant may thereafter be exercised by the Participant (or, where appropriate, a transferee of the Participant), to the extent then exercisable (i) ~~for a period of ninety (90) days after the Termination Date or (ii)~~ until the expiration of the stated term of the Option, SAR or Other Stock-Based Award in the nature of purchase rights, whichever period is shorter, unless specifically provided otherwise in the applicable Agreement (in which case the terms of the Agreement shall control). Any portion of the Option, SAR or Other Stock-Based Award in the nature of purchase rights that remains unexercised at the expiration of such period described above, regardless of whether such portion of the Option, SAR or Other Stock-Based Award in the nature of purchase rights is vested or unvested, shall terminate and be forfeited with no further compensation due to the Participant.

(d) If a Participant incurs a Termination Date for any reason, other than death, Disability or Retirement, other than as the result of termination of service or employment by the Company and its Affiliates involuntarily and without Cause, and other than as the result of termination of service or employment by the Company and its Affiliates involuntarily and with Cause, any unexercised Option, SAR or Other Stock-Based Award in the nature of purchase rights granted to the Participant may thereafter be exercised by the Participant (or, where appropriate,

~~a transferee of the Participant), to the extent exercisable as of the Termination Date, (i) for a period of ninety (90)~~ ~~days after the Termination Date, or (ii)~~ until the expiration of the stated term of the Option, SAR or Other Stock-Based Award in the nature of purchase rights, whichever period is shorter, unless specifically provided otherwise in the applicable Agreement (in which case the terms of the Agreement shall control). Any portion of the Option, SAR or Other Stock-Based Award in the nature of purchase rights that remains unexercised after the expiration of such period, regardless of whether such portion of the Option, SAR or Other Stock-Based Award in the nature of purchase rights is vested or unvested, shall terminate and be forfeited with no further compensation due to the Participant.

~~14.10~~

~~Non U. S. Participants~~

The Committee may grant Awards to Participants located outside of the United States of America. Notwithstanding any other provision of the Plan (other than the limitations of Section 6.02 and Section 19.13) the terms of such Awards shall be as the Committee, in its sole discretion, ~~determines as appropriate~~ and ~~permitted~~only by using forms and following procedures approved or accepted by the Committee for that purpose.

(f) All certificates, if any, for Shares and/or other securities delivered under the ~~law that applies~~Plan pursuant to any Award ~~granted~~or the exercise or settlement thereof shall be subject to ~~Participants located outside~~such stop transfer orders and other

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restrictions as the Committee may deem advisable under the Plan or the rules, regulations and other requirements of the ~~United States~~Securities and Exchange Commission, any stock market or exchange upon which such Shares or other securities are then quoted, traded or listed, and any applicable securities laws, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.

(g) The Company will not be obligated to deliver any Shares under the Plan or remove restrictions from Shares previously delivered under the Plan until (i) all Award conditions have been met or removed to the Committee’s satisfaction, (ii) as determined by the Committee, all other legal matters regarding the issuance and delivery of ~~America.~~

~~ARTICLE XV~~

~~QUALIFIED PERFORMANCE-BASED COMPENSATION~~

~~15.01~~

~~Performance Conditions~~

Insuch Shares have been satisfied, including any applicable securities laws, stock market or exchange rules and regulations or accounting or tax rules and regulations and (iii) the Participant has executed and delivered to the Company such representations or agreements as the Committee deems necessary or appropriate to satisfy any applicable laws. The Company’s inability to obtain authority from any regulatory body having jurisdiction, which the Committee determines is necessary to the lawful issuance and sale of any Shares, will relieve the Company of any liability for failing to issue or sell such Shares as to which such requisite authority has not been obtained.

(h) The Committee may impose restrictions on any Award with respect to non-competition, non-solicitation, confidentiality and other restrictive covenants, or requirements to comply with minimum share ownership requirements, as it deems necessary or appropriate in its sole discretion, which such restrictions may be set forth in any applicable Award Agreement or otherwise.

Section 15. Amendments and Terminations.

(a) Amendment or Termination of the Plan. Except to the extent prohibited by applicable law and unless otherwise expressly provided in an Award Agreement or in the Plan, the Board may amend, alter, suspend, discontinue or terminate the Plan or any portion thereof at any time; provided, however, that no such amendment, alteration, suspension, discontinuation or termination shall be made without (i) shareholder approval if such approval is required by applicable law or the rules of the stock market or exchange, if any, on which the Shares are principally quoted or traded or (ii) subject to Section 5(c) and Section 12, the consent of the affected Participant, if such action would materially adversely affect the rights of such Participant under any outstanding Award, except (x) to the extent any such amendment, alteration, suspension, discontinuance or termination is made to cause the Plan to comply with applicable law, stock market or exchange rules and regulations or accounting or tax rules and regulations or (y) to impose any “clawback” or recoupment provisions on any Awards (including any amounts or benefits arising from such Awards) in accordance with Section 19. Notwithstanding anything to the contrary in the Plan, the Committee may ~~prescribe that~~amend the Plan, or create sub-plans, in such manner as may be necessary or desirable to enable the Plan to achieve its stated purposes in any jurisdiction in a tax-efficient manner and in compliance with local rules and regulations.

(b) Terms of Awards ~~will become exercisable, nonforfeitable and transferable, and earned and payable, based on objectively determinable performance conditions. Objectively determinable performance~~. The Committee may waive any conditions ~~are performance conditions (i) that are established in writing (a) at the time~~or rights under, amend any terms of, ~~grant~~ or ~~(b) no later than the earlier of (x) 90 days after the beginning~~amend, alter, suspend, discontinue or terminate any Award theretofore granted (including by substituting another Award of the ~~period~~same or a different type), prospectively or retroactively, without the consent of ~~service~~any relevant Participant or holder or Beneficiary of an Award; provided, however, that, subject to ~~which they relate~~Section 5(c) and ~~(y) before~~Section 12, no such action shall materially adversely affect the ~~lapse~~rights of ~~25% of~~any affected Participant or holder or Beneficiary under any Award theretofore granted under the ~~period of service~~Plan, except (x) to ~~which they relate; (ii) that are uncertain of achievement at~~ the ~~time they are established and (iii)~~extent any such action is made to cause the ~~achievement of which is determinable by a third party~~Plan or Award to comply with knowledge of the relevant facts. The performance conditions may be stated with respect to (a) revenue, (b) earnings before interest, taxes, depreciation and amortization (“EBITDA”), (c) cash earnings (earnings before amortization of intangibles), (d) operating income,~~(e) pre-orafter-tax~~ income, (f) earnings per share, (g) net cash flow, (h) net cash flow per share, (i) net earnings, (j) return on equity, (k) return on total capital, (l) return on sales, (m) return on net assets employed, (n) return on assets or net assets, (o) share price performance, (p) total shareholder return, (q) improvement in or attainment of expense levels, (r) improvement in or attainment of working capital levels, (s) net sales, (t) revenue growth or product revenue growth, (u) operating income (before or after taxes),~~(v) pre-orafter-tax~~ income (before or after allocation of corporate overhead and bonus), (w) earnings per share; (x) return on equity, (y) appreciation in and/or maintenance of the price of the shares of Common, (z) market share, (aa) gross profits, (bb) comparisons with variousapplicable law, stock market ~~indices; (cc) reductions~~or exchange rules and regulations or accounting or tax rules and regulations, or (y) to impose any “clawback” or recoupment provisions on any Awards (including any amounts or benefits arising from such Awards) in cost, (dd) cash flow or cash flow per share (before or after dividends), (ee) return on capital (including return on total capital or return on invested capital), (ff) cash flow return on investments; (gg) improvement in or attainment of expense levels or working capital levels, (hh) shareholder equity. The business criteria above, may be related to a specific customer or group of customers or products or geographic region. The form of the performance conditions may be measured on a Company, Affiliate, product, division, business unit, service line, segment or geographic basis, individually, alternatively or in any combination, subset or component thereof. Performance goals may include one or more of the foregoing business criteria, either individually, alternatively or any combination, subset or component. Performance goals may reflect absolute performance or a relative comparison of the performance to the performance of a peer group or index or other external measure of the selected business criteria. Profits, earnings and revenues used for any performance condition measurement may exclude any extraordinary or~~non-recurring~~ items. The performance conditions may, but need not, be based upon an increase or positive result under the aforementioned business criteria and could include, for example and not by way of limitation, maintaining the status quo or limiting the economic losses (measured, in each case, by reference to the specific business criteria). The performance conditions may not include solely the mere

continued employment of the Participant. However, the Award may become exercisable, nonforfeitable and transferable or earned and payable contingent on the Participant’s continued employment or service, and/or employment or service at the time the Award becomes exercisable, nonforfeitable and transferable or earned and payable, in addition to the performance conditions described above.accordance with Section 19. The Committee shall ~~have~~be authorized to make adjustments in the ~~sole discretion to select one~~terms and conditions of, and the criteria included in, Awards in recognition of events (including the events described in Section 5(c)) affecting the Company, or ~~more periods of time over which~~ the ~~attainment of one or more~~financial statements of the ~~foregoing performance conditions will be measured for the purpose~~Company, or of ~~determining a Participant’s right to, and the settlement of, an Award that will become exercisable, nonforfeitable and transferable~~changes in applicable laws, regulations or ~~earned and payable based on performance conditions.~~

~~15.02~~

~~Establishing the Amount of the Award~~

The amount of the Award that will become exercisable, nonforfeitable and transferable or earned and payable if the performance conditions are obtained (or an objective formula for, or method of, computing such amount) also must be established at the time set forth in Section 15.01 above. Notwithstanding the preceding sentence, the Committee may, in its sole discretion, reduce the amount of the Award that will become exercisable, nonforfeitable and transferable or earned and payable, as applicable, ifaccounting principles, whenever the Committee determines that such ~~reduction is~~adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the ~~facts and circumstances. In no event shall~~Plan.

(c) No Repricing. Except as provided in Section 5(c), the Committee ~~have~~may not, without shareholder approval, seek to effect any re-pricing of any previously granted “underwater” Option,

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SAR or similar Award by: (i) amending or modifying the ~~discretion to increase the amount~~terms of the Option, SAR or similar Award to lower the exercise price; (ii) cancelling the underwater Option, SAR or similar Award and granting either (A) replacement Options, SARs or similar Awards having a lower exercise price or (B) Restricted Shares, RSUs, Performance Awards or Other Share-Based Awards in exchange; or (iii) cancelling or repurchasing the underwater Options, SARs or similar Awards for cash or other securities. An Option, SAR or similar Award will be deemed to be “underwater” at any time when the Fair Market Value of the Shares covered by such Award is less than the exercise price of the Award.

Section 16. Miscellaneous.

(a) No Employee, Consultant, non-employee Director, Participant, or other Person shall have any claim to be granted any Award under the Plan, and there is no obligation for uniformity of treatment of employees, Participants or holders or Beneficiaries of Awards under the Plan. The terms and conditions of Awards need not be the same with respect to each recipient. Any Award granted under the Plan shall be a one-time Award that ~~will become exercisable, nonforfeitable and transferable or earned and payable.~~

~~15.03~~

~~Earning the Award~~

Ifdoes not constitute a promise of future grants. The Company, in its sole discretion, maintains the ~~Committee, on~~right to make available future grants under the ~~date~~Plan.

(b) The grant of ~~grant, prescribes that~~ an Award shall ~~become exercisable, nonforfeitable and transferable~~not be construed as giving a Participant the right to be retained in the employ of, or ~~earned and payable only upon the attainment of any of the above enumerated performance conditions, the Award shall become exercisable, nonforfeitable and transferable or earned and payable only~~to continue to provide services to, the ~~extent that~~Company or any Affiliate. Further, the ~~Committee certifies in writing that such conditions have been achieved. An Award will not satisfy~~Company or any applicable Affiliate may at any time dismiss a Participant, free from any liability, or any claim under the requirements of this Article XV to constitute “qualified performance-based compensation” if the facts and circumstances indicate the Award will become exercisable, nonforfeitable and transferable or earned and payable regardless of whether the performance conditions are attained. However, an Award does not fail to meet the requirements of this Article XV merely because the Award would become exercisable, nonforfeitable and transferable or earned and payable upon the Participant’s death or Disability or upon a Change in Control, although an Award that actually becomes exercisable, nonforfeitable and transferable or earned and payable on account of those events prior to the attainment of the performance conditions would not constitute “qualified performance-based compensation” under Code Section 162(m). In determining if the performance conditions have been achieved, the Committee may adjust the performance targetsPlan, unless otherwise expressly provided in the ~~event of any unbudgeted acquisition, divestiture or other unexpected fundamental change in the business of the Company, an Affiliate or business unit~~Plan or in any ~~product that is material taken as a whole as appropriate to fairly and equitably determine if~~Award Agreement or in any other agreement binding on the Award is to become exercisable, nonforfeitable and transferable or earned and payable only pursuant to the conditions set forth in the Award. Additionally, in determining if such performance conditions have been achieved, the Committee also may adjust the performance targets in the eventparties. The receipt of any (a) unanticipated asset write-downs or impairment charges, (b) litigation or claim judgments or settlements thereof, (c) changes in tax laws, accounting principles or other laws or provisions affecting reported results, (d) costs and accruals for reorganization or restructuring programs, or extraordinary~~non-reoccurring~~ ~~items~~Award under the Plan is not intended to confer any rights on the receiving Participant except as described in Accounting Principles Board Opinion No. 30 or as described in management’s discussion and analysis of the financial condition and results of operations appearing in the Company’s Annual Report on Form~~10-K~~ for the applicable year or as identified in the financial statements, the notes to the financial statements or other securities law filings (each as defined by generally accepted accounting principles), (e) acquisitions, dispositions or discontinued operations or (f) foreign exchange gains or losses as appropriate to fairly and equitably determine if the Award is to become exercisable, nonforfeitable and transferable or earned and payable only pursuant to the conditions set forth in the Award. To the extent any such adjustments would affect Awards, the intent is that they shall be in a form that allows the Award to continue to meet the requirements of Section 162(m) of the Code for deductibility and, to the extent required under Section 162(m) of the Code for “qualified performance-based compensation,” set forth in the applicable Award Agreement.

~~15.04~~

~~Performance Awards~~

~~The purpose~~(c) No payment pursuant to the Plan shall be taken into account in determining any benefits under any severance, pension, retirement, savings, profit sharing, group insurance, welfare or other benefit plan of ~~this Article XV is~~the Company or any Affiliate, except to ~~permit~~the extent otherwise expressly provided in writing in such other plan or an agreement thereunder.

(d) Nothing contained in the Plan shall prevent the Company or any Affiliate from adopting or continuing in effect other or additional compensation arrangements, including the grant of options and other stock-based awards, and such arrangements may be either generally applicable or applicable only in specific cases.

(e) The Company shall be authorized to withhold from any Award granted or any payment due or transfer made under any Award or under the Plan or from any compensation or other amount owing to a Participant the amount (in cash, Shares, other Awards, ~~that constitute “qualified performance-based compensation” within~~other property, net settlement, or any combination thereof) of applicable withholding taxes due in respect of an Award, its exercise or settlement or any payment or transfer under such Award or under the ~~meaning~~Plan and to take such other action (including providing for elective payment of ~~Section 162(m)~~such amounts in cash or Shares by such Participant) as may be necessary to satisfy all obligations for the payment of such taxes and, unless otherwise determined by the Committee in its discretion, to the extent such withholding would not result in liability classification of such Award (or any portion thereof) pursuant to FASB ASC Subtopic 718-10.

(f) If any provision of the ~~Code. The~~Plan or any Award Agreement is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction, or as to any Person or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, ~~may specify that~~such provision shall be construed or deemed amended to conform to applicable laws, or if it cannot be so construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award ~~is intended~~Agreement, such provision shall be stricken as to ~~constitute “qualified performance-based compensation” by conditioning~~such jurisdiction, Person or Award, and the remainder of the Plan and any such Award Agreement shall remain in full force and effect.

(g) Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company and a Participant or any other Person. To the extent that any Person acquires a right to receive payments from the Company pursuant to an Award, such right shall be no greater than the right of ~~the Participant to exercise the Award or have it settled, and the timing thereof, upon achievement or satisfaction of~~ any unsecured general creditor of the ~~enumerated performance criteria and conditions set forth in this Article XV. Notwithstanding the foregoing, the Committee may grant an Award that is subject~~Company.

(h) No fractional Shares shall be issued or delivered pursuant to the ~~achievement~~Plan or ~~satisfaction of performance conditions that are not specifically set forth herein to the extent the Committee does not intend for such~~any Award, ~~to constitute “qualified performance-based compensation” within the meaning of Section 162(m) of the Code.~~

~~ARTICLE XVI~~

~~ADJUSTMENT UPON CHANGE IN COMMON STOCK~~

~~16.01~~

~~General Adjustments~~

~~The maximum number of shares of Common Stock that may be issued pursuant to Awards, the terms of outstanding Awards~~ and ~~the per individual limitations on the number of shares of Common Stock that may be issued pursuant to Awards shall be adjusted as~~ the Committee shall determine whether cash or other securities shall be paid or transferred in lieu of any

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fractional Shares, or whether such fractional Shares or any rights thereto shall be canceled, terminated or otherwise eliminated.

(i) Awards may be granted to ~~be equitably required~~Participants who are non-United States nationals or employed or providing services outside the United States, or both, on such terms and conditions different from those applicable to Awards to Participants who are employed or providing services in the ~~event (a) there occurs a reorganization, recapitalization, stock split,spin-off,split-off,~~ stock dividend, issuance of stock rights, combination of shares, merger, consolidation or distribution (stock or cash) to stockholders other than an ordinary cash dividend; (b) the Company engages in a transaction Code Section 424 describes; or (c) there occurs any other transaction or event which,United States as may, in the judgment of the Committee, be necessary or desirable to recognize differences in local law, tax policy or custom. The Committee also may impose conditions on the exercise or vesting of Awards in order to minimize the Company’s obligation with respect to tax equalization for Participants on assignments outside their home country.

Section 17. Effective Date of the Plan. The Plan shall be effective as of the Effective Date.

Section 18. Term of the Plan. No Award shall be granted under the Plan after the earliest to occur of (i) the 10-year anniversary of the Effective Date; (ii) the maximum number of Shares available for issuance under the Plan have been issued; or (iii) the Board ~~necessitates~~terminates the Plan in accordance with Section 15(a). However, unless otherwise expressly provided in the Plan or in an applicable Award Agreement, any Award theretofore granted may extend beyond such ~~action. In that respect,~~date, and the authority of the Committee to amend, alter, adjust, suspend, discontinue or terminate any such Award, or to waive any conditions or rights under any such Award, and the authority of the Board to amend the Plan, shall ~~make~~extend beyond such ~~adjustments as are necessary~~date.

Section 19. Cancellation or “Clawback” of Awards.

(a) The Committee may specify in an Award Agreement that a Participant’s rights, payments and benefits with respect to an Award shall be subject to reduction, cancellation, forfeiture or recoupment upon the occurrence of certain specified events, in addition to any otherwise applicable vesting or performance conditions of an Award. Such events may include a Termination of Service with or without Cause (and, in the ~~number~~case of any Cause that is resulting from an indictment or ~~kind of shares of Common Stock or securities which are subject to~~other non-final determination, the ~~Award, the exercise price or Initial Value of the Award and such other adjustments as are appropriate in the discretion of the Committee. Such adjustments~~Committee may provide for such Award to be held in escrow or abeyance until a final resolution of the ~~elimination~~matters related to such event occurs, at which time the Award shall either be reduced, cancelled or forfeited (as provided in such Award Agreement) or remain in effect, depending on the outcome), violation of ~~fractional shares~~material policies, breach of non-competition, non-solicitation, confidentiality or other restrictive covenants, or requirements to comply with minimum share ownership requirements, that ~~might otherwise~~may apply to the Participant, or other conduct by the Participant that is detrimental to the business or reputation of the Company and/or its Affiliates.

(b) The Committee shall have full authority to implement any policies and procedures necessary to comply with Section 10D of the Exchange Act and any related listing standards rules promulgated thereunder and any other regulatory regimes. Notwithstanding anything to the contrary contained herein, any Awards granted under the Plan (including any amounts or benefits arising from such Awards) shall be subject to ~~Awards without~~ any ~~payment therefor. Notwithstanding the foregoing, the conversion of one~~clawback or ~~more outstanding shares of preferred stock~~recoupment arrangements or ~~convertible debentures that~~policies the Company ~~may issue~~has in place from time to time, ~~into Common Stock shall not in~~ and ~~of itself require any adjustment under this Article XVI. In addition,~~ the Committee may, ~~make such other adjustments~~ to the ~~terms~~extent permitted by applicable law and stock exchange rules or by any applicable Company policy or arrangement, and shall, to the extent required, cancel or require reimbursement of any Awards granted to the ~~extent equitable and necessary to prevent an enlargement~~Participant or ~~dilution of the Participant’s rights thereunder as a result~~any Shares issued or cash received upon vesting, exercise or settlement of any such ~~event~~Awards or ~~similar transaction. Any determination made under this Article XVI by the Committee shall be final and conclusive.~~

~~16.02~~

~~No Adjustments~~

~~The issuance by the Company~~sale of stock of any class, or securities convertible into stock of any class, for cash or property, or for labor or services, either upon direct sale or upon the exercise of rights or warrants to subscribe therefor, or upon conversion of stock or obligationsShares underlying such Awards.

Section 20. Section 409A of the ~~Company convertible into such stock or other securities, shall not affect, and no adjustment by reason thereof shall be made with~~Code. With respect to ~~the maximum number of shares that may be issued pursuant to~~ Awards ~~the per individual limitations on the number of shares that may be issued pursuant to Awards or the terms of outstanding Awards.~~

~~16.03~~

~~Substitute Awards~~

The Committee may grant Awards in substitution for Options, SARs, restricted stock, Restricted Stock Units, Incentive Awards or similar Awards held by an individual who becomes an employee of the Company or an Affiliate in connection with a transaction described in the first paragraph of Section 16.01. Notwithstanding any provision of the Plan (other than the limitation of Section 6.02), the terms of such substituted Awards shall be as the Committee, in its discretion, determines is appropriate.

~~16.04~~

~~Limitation on Adjustments~~

Notwithstanding the foregoing, no adjustment hereunder shall be authorized or made if and to the extent the existence of such authority or action (a) would cause Awards under the Plan that are intended to qualify as “qualified performance-based compensation” under Section 162(m) of the Code to otherwise fail to qualify as “qualified performance-based compensation,” (b) would cause the Committee to be deemed to have the authority to change the targets, within the meaning of Section 162(m) of the Code, under performance goals or relating to Awards granted to Named Executive Officers and intended to qualify as “qualified performance-based compensation” under Section 162(m) of the Code, (c) would cause a~~Non-409A~~ ~~Award to be~~ subject to Section 409A of the Code, ~~(d) would violate Code~~the Plan is intended to comply with the requirements of Section 409A ~~for a 409A Award, (e) would cause a modification of an incentive stock option under Section 424~~ of the Code, and ~~loss of treatment as an incentive stock option or (f) would adversely affect any exemption under Rule16b-3~~the provisions of the ~~Exchange Act, unless the Committee determines that such adjustment is necessary~~Plan and ~~specifically acknowledges that the adjustment will be made notwithstanding~~ any ~~such result.~~

~~ARTICLE XVII~~

~~COMPLIANCE WITH LAW AND APPROVAL OF REGULATORY BODIES~~

~~17.01~~

~~Compliance~~

~~No Option or SAR~~Award Agreement shall be ~~exercisable, no Restricted Stock Award, Restricted Stock Unit, Incentive Award, Other Stock-Based Award, Dividend Equivalents or Cash Awards~~interpreted in a manner that satisfies the requirements of Section 409A of the Code, and the Plan shall be granted or settled, no shares of Common Stock shall be issued, no certificates for shares of Common Stock shall be delivered and no payment shall be made under this Plan except in compliance with all applicable federal and state laws and regulations (including, without limitation, withholding tax requirements),operated accordingly. If any listing agreement to which the Company is a party and the rules of all domestic stock exchanges on which the Company’s shares may be listed. The Company shall have the right to rely on an opinion of its counsel as to such compliance. Any stock certificate evidencing shares of Common Stock issued pursuant to an Award may bear such legends and statements as the Committee may deem advisable to assure compliance with federal and state laws and regulations and to reflect any other restrictions applicable to such shares as the Committee otherwise deems appropriate. No Option or SAR shall be exercisable, no Restricted Stock Award, Restricted Stock Unit, Incentive Award, Other Stock-Based Award, Dividend Equivalents or Cash Awards shall be granted or settled, no shares of Common Stock shall be issued, no certificate for shares of Common Stock shall be delivered and no payment shall be made under this Plan until the Company has obtained such consent or approval as the Committee may deem advisable from regulatory bodies having jurisdiction over such matters.

~~17.02~~

~~Postponement of Exercise or Payment~~

The Committee may postpone any grant, exercise, vesting or payment of an Award for such time as the Committee in its sole discretion may deem necessary in order to permit the Company (i) to effect, amend or maintain any necessary registrationprovision of the Plan or any term or condition of any Award would otherwise frustrate or conflict with this intent, the ~~shares of Common Stock issuable pursuant~~provision, term or condition shall be interpreted and deemed amended so as to avoid this conflict. Notwithstanding anything in the Plan to the contrary, if the Board considers a Participant to be a “specified employee” under Section 409A of the Code at the time of such Participant’s “separation from service” (as defined in Section 409A of the Code), and any amount hereunder is “deferred compensation” subject to Section 409A of the Code, any distribution of such amount that otherwise would be made to such Participant with respect to an Award as a result of such “separation from service” shall not be made until the date that is six months after such “separation from service,” except to the extent that earlier distribution would not result

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in such Participant’s incurring interest or additional tax under Section 409A of the Code. If an Award includes a “series of installment payments” (within the meaning of Section 1.409A-2(b)(2)(iii) of the Treasury Regulations), a Participant’s right to such series of installment payments shall be treated as a right to a series of separate payments and not as a right to a single payment, and if an Award includes “dividend equivalents” (within the meaning of Section 1.409A-3(e) of the Treasury Regulations), a Participant’s right to such dividend equivalents shall be treated separately from the right to other amounts under the ~~securities laws; (ii) to take~~Award. Notwithstanding the foregoing, the tax treatment of the benefits provided under the Plan or any ~~action~~Award Agreement is not warranted or guaranteed, and in ~~order to (A) list such shares~~no event shall the Company be liable for all or any portion of ~~Common Stock~~any taxes, penalties, interest or other ~~shares~~expenses that may be incurred by a Participant on account of ~~stock~~non-compliance with Section 409A of the Code.

Section 21. Successors and Assigns. The terms of the Plan shall be binding upon and inure to the benefit of the Company on a stock exchange if shares of Common Stock or other shares of stock of the Company are not then listed on such exchange or (B) comply with restrictions or regulations incident to the maintenance of a public market for its shares of Common Stock or other shares of stock of the Company,and any successor entity, including any ~~rules or regulations of any stock exchange on which~~successor entity contemplated by Section 12(c).

Section 22. Data Protection. In connection with the ~~shares of Common Stock or other shares of stock of the Company are listed; (iii) to determine that such shares of Common Stock in the~~ Plan, are exempt from such registration or that no action of the kind referred to in (ii)(B) above needs to be taken; (iv) to comply with any other applicable law, including without limitation, securities laws; (v) to comply with any legal or contractual requirements during any such time the Company or its Affiliates, as applicable, may need to process personal data (as such term, “personal information,” “personally identifiable information,” or any ~~Affiliate~~other term of comparable intent, is ~~prohibited from doing any~~defined under applicable laws or regulations, in each case to the extent applicable) provided by the Participant to, or otherwise obtained by, the Company or its Affiliates, their respective third party service providers or others acting on the Company’s or its Affiliates’ behalf. Examples of such ~~acts under applicable law, including~~personal data may include, without limitation, ~~during~~ the ~~course~~Participant’s name, account information, social security number, tax number and contact information. The Company or its Affiliates may process such personal data for the performance of ~~an investigation~~the contract with the Participant in connection with the Plan and in its legitimate business interests for all purposes relating to the operation and performance of the Plan, including but not limited to:

(a) administering and maintaining Participant records;

(b) providing the services described in the Plan;

(c) providing information to future purchasers or merger partners of the Company or any Affiliate, or ~~under any contract, loan agreement~~the business in which such Participant works; and

(d) responding to public authorities, court orders and legal investigations and complying with law, as applicable.

The Company or ~~covenant or other agreement to which~~its Affiliates may share the ~~Company or~~

~~any Affiliate is a party or (vi) to otherwise comply~~Participant’s personal data with ~~any prohibition on such acts or payments during any applicable blackout period; and the Company shall not be obligated by virtue~~(i) Affiliates, (ii) trustees of any ~~terms and conditions of any Agreement or any provision~~employee benefit trust, (iii) registrars, (iv) brokers, (v) third party administrators of the Plan, (vi) third party service providers acting on the Company’s or its Affiliates’ behalf to ~~recognize~~provide the ~~grant, exercise, vesting~~services described above, (vii) future purchasers or ~~payment of an Award~~merger partners (as described above) or (viii) regulators and others, as required by law or in order to ~~grant, sell~~provide the services described in the Plan.

If necessary, the Company or ~~issue shares of Common Stock or make any such payments in violation of~~its Affiliates may transfer the ~~securities laws or the laws of any government having jurisdiction thereof or~~Participant’s personal data to any of the ~~provisions hereof.~~parties mentioned above in a country or territory that may not provide the same protection for the information as the Participant’s home country. Any ~~such postponement shall not extend the term~~transfer of the ~~Award~~Participant’s personal data to recipients in a third country will be made subject to appropriate safeguards or applicable derogations provided for, and neither the Company nor its directors and officers nor the Committee shall have any obligation or liability to any Participant or to any other person with respect to shares of Common Stock or payments as to which the Award shall lapse because of such postponement.

Additionally, the Committee may postpone any grant, exercise vesting or payment of an Award if the Company reasonably believes the Company’s or any applicable Affiliate’s deduction with respect to such Award would be limited or eliminated by application of Code Section 162(m) to the extent ~~permitted~~required, under applicable law. Further information on those safeguards or derogations can be obtained through, and other questions regarding this Section 22 may be directed to, the contact set forth in the applicable employee privacy notice or other privacy policy that previously has been made available by the Company or its applicable Affiliate to the Participant (as applicable, and as updated from time to time by the Company or its applicable Affiliate upon notice to the Participant, the “Employee Privacy Notice”). The terms set forth in this Section ~~409A~~22 are supplementary to the terms set forth in the Employee Privacy Notice (which, among other things, further describes the Company’s and its Affiliates’ processing activities, and the rights of the ~~Code; provided, however, such delay will last only until the earliest date at which the Company reasonably anticipates that the deduction~~Participant, with respect to the ~~Award~~Participant’s personal data); provided that, in the event of any conflict between the terms of this Section 22 and the terms of the Employee Privacy Notice, the terms of this Section 22 shall govern and control in relation to the processing of such personal data in connection with the Plan

The Company will ~~not be limited or eliminated by~~keep personal data collected in connection with the ~~application of Code Section 162(m) or the calendar year in which the Participant separates from service.~~

~~17.03~~

~~Forfeiture or Reimbursement~~

~~A Participant shall be required to forfeit any and all rights under Awards or to reimburse the Company~~Plan for ~~any payment under any Award (with interest~~as long as necessary to ~~avoid imputed interest or original issue discount under~~operate the ~~Code~~Plan or as ~~otherwise required by applicable law)~~necessary to comply with any legal or regulatory requirements.

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A Participant has a right to (i) request access to and rectification or erasure of the personal data provided, (ii) request the restriction of the processing of his or her personal data, (iii) object to the ~~extent applicable law~~processing of his or ~~any applicable claw-back or recoupment policy of~~her personal data, (iv) receive the ~~Company or any of its Affiliates requires such forfeiture or reimbursement.~~

~~ARTICLE XVIII~~

~~LIMITATION ON BENEFITS~~

~~Despite any other provisions of this Plan~~personal data provided to the contrary, if the receipt of any payments or benefits under this Plan would subject a Participant to tax under Code Section 4999, the Committee may determine whether some amount of payments or benefits would meet the definition of a “Reduced Amount.” If the Committee determines that there is a Reduced Amount, the total payments or benefits to the Participant under all Awards must be reduced to such Reduced Amount, but not below zero. It is the intention of the Company and ~~the Participant~~transmit such data to ~~reduce the payments under this Plan only if the aggregate Net After Tax Receipts~~another party, and (v) to the Participant would thereby be increased. If the Committee determines that the benefits and payments must be reduced to the Reduced Amount, the Company must promptly notify the Participant of that determination,lodge a complaint with a copy of the detailed calculations by the Committee. All determinations of the Committee under this Article XVIII are final, conclusive and binding upon the Company and the Participant. As result of the uncertainty in the application of Code supervisory authority.

Section 4999 at the time of the initial determination by the Committee under this Article XVIII, however, it is possible that amounts will have been paid under the Plan to or for the benefit of a Participant which should not have been so paid (“Overpayment”) or that additional amounts which will not have been paid under the Plan to or for the benefit of a Participant could have been so paid (“Underpayment”), in each case consistent with the calculation of the Reduced Amount. If the Committee, based either upon the assertion of a deficiency by the Internal Revenue Service against the Company or the Participant, which the Committee believes has a high probability of success, or controlling precedent or other substantial authority, determines that an Overpayment has been made, any such Overpayment must be treated for all purposes as a loan, to the extent permitted by applicable law, which the Participant must repay to the Company together with interest at the applicable federal rate under Code Section 7872(f)(2); provided, however, that no such loan may be deemed to have been made and no amount shall be payable by the Participant to the Company if and to the extent such deemed loan and payment would not either reduce the amount on which the Participant is subject to tax under Code Sections 1, 3101 or 4999 or generate a refund of such taxes. If the Committee, based upon controlling precedent or other substantial authority, determines that an Underpayment has occurred, the Committee must promptly notify the Company of the amount of the Underpayment, which then shall be paid promptly to the Participant but no later than the end of

the Participant’s taxable year next following the Participant’s taxable year in which the determination is made that the Underpayment has occurred. For purposes of this Section, (a) “Net After Tax Receipt” means the Present Value of a payment under this Plan net of all taxes imposed on Participant with respect thereto under Code Sections 1, 3101 and 4999, determined by applying the highest marginal rate under Code Section 1 which applies to the Participant’s taxable income for the applicable taxable year; (b) “Present Value” means the value determined in accordance with Code Section 280G(d)(4); and (c) “Reduced Amount” means the smallest aggregate amount of all payments and benefits under this Plan which (i) is less than the sum of all payments and benefits under this23. Governing Law. The Plan and (ii) results in aggregate Net After Tax Receipts which are equal to or greater than the Net After Tax Receipts which would result if the aggregate payments and benefits under this Plan were any other amount less than the sum of all payments and benefits to be made under this Plan.

~~ARTICLE XIX~~

~~GENERAL PROVISIONS~~

~~19.01~~

~~Effect on Employment and Service~~

Neither the adoption of this Plan, its operation nor any documents describing or referring to this Plan (or any part thereof), shall confer upon any individual or entity any right to continue in the employ or service of the Company or an Affiliate or in any way affect any right and power of the Company or an Affiliate to terminate the employment or service of any individual or entity at any time with or without assigning a reason therefor.

~~19.02~~

~~Unfunded Plan~~

This Plan, insofar as it provides for Awards, shall be unfunded, and the Company shall not be required to segregate any assets that may at any time be represented by Awards under this Plan. Any liability of the Company to any Person with respect to anyeach Award under this Plan shall be based solely upon any contractual obligations that may be created pursuant to this Plan. No such obligation of the Company shall be deemed to be secured by any pledge of, or other encumbrance on, any property of the Company.

~~19.03~~

~~Rules of Construction~~

Headings are given to the articles and sections of this Plan solely as a convenience to facilitate reference. The reference to any statute, regulation or other provision of law shall be construed to refer to any amendment to or successor of such provision of law.

~~19.04~~

~~Tax Withholding and Reporting~~

~~Unless an~~ Agreement provides otherwise, each Participant shall be responsible for satisfying in cash or cash equivalent any income and employment (including, without limitation, Social Security and Medicare) tax withholding obligations, if applicable, attributable to participation in the Plan and the grant, exercise, vesting or payment of Awards granted hereunder (including the making of a Code Section 83(b) election with respect to an Award). In accordance with procedures that the Committee establishes, the Committee, to the extent applicable law permits, may allow a Participant to pay any such applicable amounts (a) by surrendering (actually or by attestation) shares of Common Stock that the Participant already owns and, if necessary to avoid adverse accounting consequences, has held for at least six (6) months (but only for the minimum required withholding); (b) by a cashless exercise, or surrender of shares of Common Stock already owned, through a broker; (c) by means of a “net exercise” procedure by the surrender of shares of Common Stock to which the Participant is otherwise entitled under the Award (but only for the minimum required withholding); (d) by such other medium of payment as the Committee, in its discretion, shall authorize; or (e) by any combination of the aforementioned methods of payment. The Company shall comply with all such reporting and other requirements relating to the administration of this Plan and the grant, exercise, vesting or payment of any Award hereunder as applicable law requires.

~~19.05~~

~~Code Section~~ ~~83(b) Election~~

The Committee must approve in advance whether a Participant may make an election under Section 83(b) of the Code with respect to any Award (to include in gross income in the year of transfer the amounts specified in Code Section 83(b)) or under similar laws may be made. In any case in which a Participant is permitted to make such an election in connection with an Award, the Participant shall notify the Company of such election within ten (10) days of filing notice of the election with the Internal Revenue Service or other governmental authority, in addition to any filing and notification required pursuant to regulations issued under Code Section 83(b) or other applicable provisions.

~~19.06~~

~~Reservation of Shares~~

The Company, during the term of this Plan, shall at all time reserve and keep available such number of shares of Common Stock as shall be sufficient to satisfy the requirements of the Plan. Additionally, the Company, during the term of this Plan, shall use its best efforts to seek to obtain from appropriate regulatory agencies any requisite authorizations needed in order to issue and to sell such number of shares of Common Stock as shall be sufficient to satisfy the requirements of the Plan. However, the inability of the Company to obtain from any such regulatory agency the requisite authorizations the Company’s counsel deems to be necessary for the lawful issuance and sale of any shares of Common Stock hereunder, or the inability of the Company to confirm to its satisfaction that any issuance and sale of any shares of Common Stock hereunder will meet applicable legal requirements, shall relieve the Company of any liability in respect to the failure to issue or to sell such shares of Common Stock as to which such requisite authority shall not have been obtained.

~~19.07~~

~~Governing Law~~

~~This Plan and all Awards granted hereunder~~ shall be governed by the laws of the State of Delaware, ~~except to the extent federal law applies.~~

~~19.08~~

~~Other Actions~~

~~Nothing in the Plan shall be construed to limit the authority~~without application of the ~~Company to exercise its corporate rights and powers, including, by way~~conflicts of illustration and not by way of limitation, the right to grant Options, SARs, Restricted Stock Awards, Restricted Stock Units, Incentive Awards, Other Stock-Based Awards or Dividend Equivalents for proper corporate purposes otherwise than under the Plan to any employee or to any other Person, firm, corporation, association or other entity, or to grant Options, SARs, Restricted Stock Awards, or Restricted Stock Units, Incentive Awards, Other Stock-Based Awards or Dividend Equivalents to, or assume such Awards of any Person in connection with, the acquisition, purchase, lease, merger, consolidation, reorganization or otherwise, of all or any part of the business and assets of any Person, firm, corporation, association or other entity.

~~19.09~~

~~Repurchase of Common Stock~~

Subject to Section 19.13 below, the Company or its designee may have the option and right to purchase any Award or any shares of Common Stock issued pursuant to any Award in accordance with the terms and conditions set forth in the applicable Agreement. However, shares of Common Stock repurchased pursuant to an Agreement will still be deemed issued pursuant to the Plan and will not be available for issuance pursuant to future Awards under the Plan (not counting for this purpose any shares of Common Stock repurchased in connection with the lapse or forfeiture of any Restricted Stock Award).

~~19.10~~

~~Other Conditions~~

~~The Committee, in its discretion, may require the Participant on or before the date of grant, exercise, payment or settlement of an Award to enter into (i) a confidentiality,non-solicitation,non-competition,~~

~~non-disparagement~~ or other similar agreement with the Company or any Affiliate, which may become effective on the date of termination of employment or service of the Participant with the Company or any Affiliate or any other date the Committee may specify and shall contain such terms and conditions as the Committee shall otherwise specify, (ii) an agreement to cancel any other employment agreement, service agreement, fringe benefit or compensation arrangement in effect between the Company or any Affiliate and such Participant and/or (iii) a shareholders’ agreement with respect to shares of Common Stock to be issued pursuant to the Award. If the Participant should fail to enter into any such agreement at the Committee’s request, then no Award shall be granted, exercised, paid or settled and the number of shares of Common Stock that would have been subject to such Award, if any, shall be added to the remaining shares of Common Stock available under the Plan. In the event the Participant should enter into any such confidentiality,~~non-solicitation,non-competition,non-disparagement~~ or other similar agreement with the Company or any Affiliate, as a condition to the grant, exercise, payment or settlement of the Award, and the Participant subsequently breach or violate any provision of such agreement, then the Participant shall forfeit any and all further rights under such Award and the Clawback Requirement shall be triggered.

~~19.11~~

~~Forfeiture Provisions~~

Notwithstanding any other provisions of the Plan or any Agreement, all rights to any Award that a Participant has will be immediately discontinued and forfeited, and the Company shall not have any further obligation hereunder to the Participant with respect to any Award and the Award will not be exercisable (whether or not previously exercisable) or become vested or payable on and after the time the Participant is discharged from employment or service with the Company or any Affiliate for Cause.

~~19.12~~

~~Legends; Payment of Expenses~~

The Company may endorse such legend or legends upon the certificates for shares of Common Stock issued upon the grant or exercise of an Award and may issue such “stop transfer” instructions to its transfer agent in respect of such shares as it determines, in its sole discretion, to be necessary or appropriate to (i) prevent a violation of, or to perfect an exemption from, the registration requirements under the Exchange Act, applicable state securities laws or other requirements, (b) implement the provisions of the Plan or any Agreement between the Company and the Participant with respect to such shares of Common Stock, (c) permit the Company to determine the occurrence of a “disqualifying disposition” as described in Section 421(b) of the Code of the shares of Common Stock transferred upon the exercise of an incentive stock option granted under the Plan or (d) as may be appropriate to continue an Award’s exemption or compliance with Section 409A of the Code. The Company shall pay all issuance taxes with respect to the issuance of shares of Common Stock upon the grant or exercise of the Award, as well as all fees and expenses incurred by the Company in connection with such issuance.

~~19.13~~

~~Repricing of Awards~~

Notwithstanding any other provisions of this Plan, except for adjustments pursuant to Article XVI or to the extent approved by the Company’s stockholders and consistent with the rules of any stock exchange on which the Company’s securities are traded, this Plan does not permit (a) any decrease in the exercise or purchase price or base value of any outstanding Awards, (b) the issuance of any replacement Options, SARs or Other Stock-Based Awards in the nature of purchase rights which shall be deemed to occur if a Participant agrees to forfeit an existing Option, SAR or Other Stock-Based Award in the nature of purchase rights in exchange for a new Option, SAR or Other Stock-Based Award in the nature of purchase rights with a lower exercise or purchase price or base value, (c) the Company to repurchase underwater or~~out-of-the-money~~ Options, SARs or Other Stock-Based Awards in the nature of purchase rights, which shall be deemed to be those Options, SARs or Other Stock-Based Awards in the nature of purchase rights with exercise or purchase prices or base values in excess of the current Fair Market Value of the shares of Common Stock underlying the Option, SAR or Other Stock-Based Award in the nature of purchase rights, (d) the issuance of any replacement or substitute Awards or the payment of cash in

~~exchange for, or in substitution of, underwater orout-of-the-money~~ Options, SARs or Other Stock-Based Awards in the nature of purchase rights, (e) the Company to repurchase any Award if the Award has not become exercisable, vested or payable prior to the repurchase or (f) any other action that is treated as a repricing under generally accepted accounting principles.

~~19.14~~

~~Right of Setoff~~

~~The Company or an Affiliate may, to the extent permitted by applicable~~ law deduct from and setoff against any amounts the Company or Affiliate may owe the Participant from time to time, including amounts payable in connection with any Award, owed as wages, fringe benefits or other compensation owed to the Participant, such amounts as may be owed by the Participant to the Company or Affiliate, including but not limited to any amounts owed under the Plan, although the Participant shall remain liable for any part of the Participant’s obligation not satisfied through such deduction and setoff. By accepting any Award granted hereunder, the Participant agrees to any deduction or setoff hereunder.

~~19.15~~

~~Fractional Shares~~

No fractional shares of Common Stock shall be issued or delivered pursuant to the Plan or any Award. The Committee shall determine whether cash, other Awards or other property shall be issued or paid in lieu of such fractional shares or whether such fractional shares or any rights thereof shall be forfeited or otherwise eliminated.

principles thereof.

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~~ARTICLE XX~~

~~CLAIMS PROCEDURES~~

~~20.01~~

~~Initial Claim~~

If a Participant has exercised an Option or SAR or if shares of Restricted Stock have become vested or Restricted Stock Units, Incentive Awards, Other Stock-Based Awards or Dividend Equivalents have become payable, and the Participant has not received the benefits to which the Participant believes he or she is entitled under such Award, then the Participant must submit a written claim for such benefits to the Committee within ninety (90) days of the date the Participant tried to exercise the Option or SAR, the date the Participant contends the Restricted Stock vested or the date the Participant contends the Restricted Stock Units, Incentive Awards, or Other Stock-Based Awards of Dividend Equivalents became payable or the claim will be forever barred.

~~20.02~~

~~Appeal of Claim~~

If a claim of a Participant is wholly or partially denied, the Participant or his duly authorized representative may appeal the denial of the claim to the Committee. Such appeal must be made at any time within thirty (30) days after the Participant receives written notice from the Company of the denial of the claim. In connection therewith, the Participant or his duly authorized representative may request a review of the denied claim, may review pertinent documents and may submit issues and comments in writing. Upon receipt of an appeal, the Committee shall make a decision with respect to the appeal and, not later than sixty (60) days after receipt of such request for review, shall furnish the Participant with the decision on review in writing, including the specific reasons for the decision written in a manner calculated to be understood by the Participant, as well as specific references to the pertinent provisions of the Plan upon which the decision is based.

~~20.03~~

~~Time to File Suit~~

The Committee has the discretionary and final authority under the Plan to determine the validity of a claim. Accordingly, any decision the Committee makes on a Participant’s appeal will be administratively final. If a Participant disagrees with the Committee’s final decision, the Participant may sue, but only after the claim on appeal has been denied. Any lawsuit must be filed within ninety (90) days of receipt of the Committee’s final written denial of the Participant’s claim or the claim will be forever barred.

~~ARTICLE XXI~~

~~AMENDMENT~~

~~21.01~~

~~Amendment of Plan~~

The Board may amend or terminate this Plan at any time; provided, however, that no amendment to the Plan may materially adversely impair the rights of a Participant with respect to outstanding Awards without the Participant’s consent. In addition, an amendment will be contingent on approval of the Company’s stockholders, to the extent required by law or any tax or regulatory requirement applicable to the Plan or by the rules of any stock exchange on which the Company’s securities are traded or if the amendment would (i) increase the benefits accruing to Participants under the Plan, including without limitation, any amendment to the Plan or any Agreement to permit a repricing of any outstanding Awards under Section 19.13, (ii) increase the aggregate number of shares of Common Stock that may be issued under the Plan, (iii) modify the requirements as to eligibility for participation in the Plan, or (iv) change the performance conditions set forth in Article XV of the Plan for Awards that intended to constitute “qualified performance-based compensation” within the meaning of Section 162(m) of the Code. Additionally, to the extent the Board deems necessary to continue to comply with the performance-based exception to the deduction limits of Code Section 162(m), the Board will resubmit the material terms of the performance conditions set forth in Article XV to the Company’s stockholders for approval no later than the first stockholder meeting that occurs in the fifth (5th) year following the year in which the stockholders previously approved the performance objectives. Notwithstanding any other provision of the Plan, any termination of the Plan shall comply with the requirements of Code Section 409A with regard to any 409A Awards.

~~21.02~~

~~Amendment of Awards~~

The Committee may amend any outstanding Awards to the extent it deems appropriate; provided, however, that no amendment to an outstanding Award may adversely impair the rights of a Participant without the Participant’s consent.

~~ARTICLE XXII~~

~~SECTION 409A PROVISION~~

~~22.01~~

~~Intent of Awards~~

It is intended that Awards that are granted under the Plan shall be exempt from treatment as “deferred compensation” subject to Section 409A of the Code unless otherwise specified by the Committee. Towards that end, all Awards under the Plan are intended to contain such terms as will qualify the Awards for an exemption from Section 409A of the Code unless otherwise specified by the Committee. The terms of the Plan and all Awards granted hereunder shall be construed consistent with the foregoing intent. Notwithstanding any other provision hereof, the Committee may amend any outstanding Award without Participant’s consent if, as determined by the Committee, in its sole discretion, such amendment is required either to (a) confirm exemption under Section 409A of the Code, (b) comply with Section 409A of the Code or (c) prevent the Participant from being subject to any tax or penalty under Section 409A of the Code. Notwithstanding the foregoing, however, neither the Company nor any of its Affiliates nor the Committee shall be liable to a Participant or any other Person if an Award that is subject to Section 409A of the Code or the Participant or any other Person is otherwise subject to any additional tax, interest or penalty under Section 409A of the Code. Each Participant is solely responsible for the payment of any tax liability (including any taxes, penalties and interest that may arise under Section 409A of the Code) that may result from an Award.

~~22.02~~

~~409A Awards~~

The Committee may grant Awards under the Plan that are intended to be 409A Awards that comply with Section 409A of the Code. The terms of such 409A Award, including any authority by the Company and the

~~rights of the Participant with respect to such 409A Award, will be subject to such rules and limitations and shall be interpreted in a manner as to comply with Section 409A of the Code.~~

~~22.03~~

~~Election Requirements~~

If a Participant is permitted to elect to defer an Award or any payment under an Award, such election shall be made in accordance with the requirements of Code Section 409A. Each initial deferral election (an “Initial Deferral Election”) must be received by the Committee prior to the following dates or will have no effect whatsoever:

~~(a) Except as otherwise provided below, the December~~ ~~31 immediately preceding the year in which the compensation is earned;~~

~~(b) With respect to any annual or long-term incentive pay which qualifies as “performance-based compensation” within the meaning of Code Section 409A, by the date six (6)~~ ~~months prior to the end of the performance measurement period applicable to such incentive pay provided such additional requirements set forth in Code Section~~ ~~409A are met;~~

(c) With respect to “fiscal year compensation” as defined under Code Section 409A, by the last day of the Company’s fiscal year immediately preceding the year in which the fiscal year compensation is earned; or

(d) With respect to mid-year Awards or other legally binding rights to a payment of compensation in a subsequent year that is subject to a forfeiture condition requiring the Participant’s continued service for a period of at least twelve (12) ~~months, on or before the thirtieth (30th) day following the grant of such Award, provided that the election is made at least twelve (12)~~ ~~months in advance of the earliest date at which the forfeiture condition could lapse.~~

The Committee may, in its sole discretion, permit Participants to submit additional deferral elections in order to delay, but not to accelerate, a payment, or to change the form of payment of an amount of deferred compensation (a “Subsequent Deferral Election”), if, and only if, the following conditions are satisfied: (a) the Subsequent Deferral Election must not take effect until twelve (12) months after the date on which it is made, (b) in the case of a payment other than a payment attributable to the Participant’s death, disability or an unforeseeable emergency (all within the meaning of Section 409A of the Code) the Subsequent Deferral Election further defers the payment for a period of not less than five (5) years from the date such payment would otherwise have been made and (c) the Subsequent Deferral Election is received by the Committee at least twelve (12) months prior to the date the payment would otherwise have been made. In addition, Participants may be further permitted to revise the form of payment they have elected, or the number of installments elected, provided that such revisions comply with the requirements of a Subsequent Deferral Election.

~~22.04~~

~~Time of Payment~~

The time and form of payment of a 409A Award shall be as set forth in an applicable Agreement. A 409A Award may only be paid in connection with a separation from service, a fixed time, death, disability, Change in Control or an unforeseeable emergency within the meaning of Section 409A of the Code. The time of distribution of the 409A Award must be fixed by reference to the specified payment event. Notwithstanding the foregoing, if the time of distribution of the 409A Award is not set forth in the applicable Agreement, then the time of distribution of the 409A Award shall be within two and~~one-half~~ months of the end of the later of the calendar year or the fiscal year of the Company or Affiliate that employs the Participant in which the 409A Award becomes vested and no longer subject to a substantial risk of forfeiture within the meaning of Code Section 409A. For purposes of Code Section 409A, each installment payment will be treated as the entitlement to a single payment.

~~22.05~~

~~Acceleration or Deferral~~

~~The Company shall have no authority to accelerate or delay or change the form of any distributions relating to 409A Awards except as permitted under Code Section 409A.~~

~~22.06~~

~~Distribution Requirements~~

Any distribution of a 409A Award triggered by a Participant’s termination of employment shall be made only at the time that the Participant has had a separation from service within the meaning of Code Section 409A. A separation from service shall occur where it is reasonably anticipated that no further services will be performed after that date or that the level of bona fide services the Participant will perform after that date (whether as an employee or independent contractor of the Company or an Affiliate) will permanently decrease to less than fifty percent (50%) of the average level of bona fide services performed over the immediately preceding~~thirty-six~~ (36) month period. A Participant shall be considered to have continued employment and to not have a separation from service while on a leave of absence if the leave does not exceed six (6) consecutive months (twenty-nine (29) months for a disability leave of absence) or, if longer, so long as the Participant retains a right to reemployment with the Company or Affiliate under an applicable statute or by contract. For this purpose, a “disability leave of absence” is an absence due to any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than six (6) months, where such impairment causes the Participant to be unable to perform the duties of Participant’s position of employment or a substantially similar position of employment. Continued services solely as a director of the Company or an Affiliate shall not prevent a separation from service from occurring by an employee as permitted by Section 409A of the Code.

~~22.07~~

~~Key Employee Rule~~

Notwithstanding any other provision of the Plan, any distribution of a 409A Award that would be made upon a separation from service within six (6) months following the separation from service of a “specified employee” as defined under Code Section 409A and as determined under procedures adopted by the Board or its delegate shall instead occur on the first day of the seventh month following the separation from service (or upon the Participant’s death, if earlier) to the extent required by Section 409A of the Code. In the case of installments, this delay shall not affect the timing of any installment otherwise payable after the requisite delay period.

~~22.08~~

~~Distributions Upon Vesting~~

In the case of any Award providing for a distribution upon the lapse of a substantial risk of forfeiture, if the timing of such distribution is not otherwise specified in the Plan or the applicable Agreement, the distribution shall be made not later than two and~~one-half~~ (2 ¹⁄₂~~) months after the calendar year in which the risk of forfeiture lapsed.~~

~~22.09~~

~~Scope and Application of this Provision~~

For purposes of this Article XXII, references to a term or event (including any authority or right of the Company or a Participant) being “permitted” under Code Section 409A means that the term or event will not cause the Participant to be deemed to be in constructive receipt of compensation relating to the 409A Award prior to the distribution of cash, shares of Common Stock or other property or to be liable for payment of interest or a tax penalty under Code Section 409A.

~~ARTICLE XXIII~~

~~EFFECTIVE DATE~~TABLE OF ~~PLAN~~

The Plan is effective on the date of its adoption by the Board, contingent on the approval of the Plan by the Company’s stockholders within twelve (12) months after such date. Awards, other than Restricted Stock or

CONTENTS

outright grants of shares on Common Stock, may be granted under this Plan on and after the effective date, provided that no Award shall become exercisable, vested, earned or payable unless the Company’s stockholders approve the Plan within twelve (12) months after the Board’s adoption of the Plan. Restricted Stock and outright grants of shares of Common Stock may only be granted after the Company’s stockholders approve the Plan.

~~ARTICLE XXIV~~

~~DURATION OF PLAN~~

~~No Award may be granted under this Plan on and after ten (10) years following the effective date of the Plan. Awards granted before that date shall remain valid in accordance with their terms.~~

VOTE BY INTERNET—www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on June 10, 2020. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS PRECIGEN, INC. 20374 SENECA MEADOWS PARKWAY If you would like to reduce the costs incurred by our company in mailing proxy materials, GERMANTOWN, MD 20876 you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via~~e-mail~~ or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. 1 Investor Address Line 1 VOTE BY~~PHONE—1-800-690-6903~~ Investor Address Line 2 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Investor Address Line 3 1 1 OF Eastern Time on June 10, 2020. Have your proxy card in hand when you call and then Investor Address Line 4 follow the instructions. Investor Address Line 5 John Sample VOTE BY MAIL 1234 ANYWHERE STREET Mark, sign and date your proxy card and return it in the postage-paid envelope we have 2 provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, ANY CITY, ON A1A 1A1 NY 11717. CONTROL # â†’ NAME THE COMPANY NAME INC.—COMMON SHARES 123,456,789,012.12345 THE COMPANY NAME INC.—CLASS A 123,456,789,012.12345 THE COMPANY NAME INC.—CLASS B 123,456,789,012.12345 THE COMPANY NAME INC.—CLASS C 123,456,789,012.12345 THE COMPANY NAME INC.—CLASS D 123,456,789,012.12345 THE COMPANY NAME INC.—CLASS E 123,456,789,012.12345 THE COMPANY NAME INC.—CLASS F 123,456,789,012.12345 THE COMPANY NAME INC.—401 K 123,456,789,012.12345 PAGE 1 OF 2 x TOSignature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) DateTO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:KEEP THIS PORTION FOR YOUR ~~RECORDS DETACH AND RETURN THIS PORTION ONLY THIS~~RECORDSTHIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. ~~The~~DETACH AND RETURN THIS PORTION ONLYV12393-P92615Nominees:1a. Randal Kirk1b. Cesar Alvarez1c. Steven Frank1d. Vinita Gupta1e. Fred Hassan1f. Jeffrey Kindler1g. Dean Mitchell1h. Helen Sabzevari1i. James TurleyThe Board of Directors recommends you vote ~~FOR~~FORProposals 2, ~~0 the following proposals: 1. Election of Directors Nominees For Against Abstain 0000000000 1a. Randal J. Kirk 0 0 0 For Against Abstain 1b. Cesar L. Alvarez 0 0 0~~ 3 and 4:2. ~~To ratify~~Company Proposal – Ratify the appointment ~~by the Audit 0 0 0 Committee of Deloitte~~ofDeloitte & Touche LLP as our independent ~~registered public~~registeredpublic accounting firm ~~1c. Steven R. Frank 0 0 0~~ for ~~the~~ fiscal year ~~ending December~~endingDecember 31, ~~2020; 1d. Vinita D. Gupta 0 0 0 3. To~~2023.3. Company Proposal - Advisory vote to approve a~~non-binding~~ ~~advisory resolution 0 0 0 approving the compensation~~executivecompensation.4. Company Proposal - Approval of ~~the named executive officers; and 1e. Fred Hassan 0 0 0 1f. Jeffrey B. Kindler 0 0 0 4. To approve an amendment to~~ the Precigen, Inc. ~~0 0 0 Amended and Restated 2013 Omnibus~~2023Omnibus Incentive ~~Plan to increase the number of shares which may 1g. Dean J. Mitchell 0 0 0 be subject to awards thereunder by two million. 1h. Helen Sabzevari, Ph.D. 0 0 0 NOTE:~~Plan.NOTE: In their discretion, the proxies are authorized to vote ~~upon any~~onsuch other business ~~that~~as may properly ~~be brought~~come before the ~~Annual Meeting or 1i. Robert B. Shapiro 0 0 0~~meetingor any ~~adjournments or postponements thereof. R1.0.1.18 1j. James S. Turley 0 0 0 1 _ Please~~adjournment thereof.1. Company Proposal - Election of DirectorsFor Against AbstainFor Against Abstain! ! !! ! !! ! !! ! !! ! !! ! !! ! !! ! !! ! !! ! !! ! !PRECIGEN, INC.The Board of Directors recommends you vote FOR thefollowing:PRECIGEN, INC.20374 SENECA MEADOWS PARKWAYGERMANTOWN, MARYLAND 20876You may attend the meeting and vote during the meeting whenthe polls are open via the Internet. We recommend, however,that you vote before the meeting even if you plan to participatein the meeting. When voting, have the information that isprinted in the box marked by the arrow and follow instructions.Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. ~~Joint owners~~Jointowners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. ~~0000461792 SHARES CUSIP # JOB # SEQUENCE # Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date~~

! ! !VOTE BY INTERNETBefore The Meeting - Go to www.proxyvote.com or scan the QR Barcode aboveUse the Internet to transmit your voting instructions and for electronic delivery of informationup until 11:59 P.M. Eastern Daylight Time on June 7, 2023. Have your proxy card in handwhen you access the web site and follow the instructions to obtain your records and tocreate an electronic voting instruction form.During The Meeting - Go to www.virtualshareholdermeeting.com/PGEN2023You may attend the meeting via the Internet and vote during the meeting. Have theinformation that is printed in the box marked by the arrow available and follow theinstructions.VOTE BY PHONE - 1-800-690-6903Use any touch-tone telephone to transmit your voting instructions up until11:59 P.M. Eastern Daylight Time on June 7, 2023. Have your proxy card in hand whenyou call and then follow the instructions.VOTE BY MAILMark, sign and date your proxy card and return it in the postage-paidenvelope we have provided or return it to Vote Processing, c/o Broadridge,51 Mercedes Way, Edgewood, NY 11717.SCAN TOVIEW MATERIALS & VOTE w

TABLE OF CONTENTS

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:The ~~Notice,~~Annual Report and Proxy Statement ~~and Annual Report~~ are available at ~~www.proxyvote.com PRECIGEN, INC. 2020 Annual~~www.proxyvote.com.V12394-P92615PRECIGEN, INC.Annual Meeting of ~~Shareholders June 11, 2020~~ShareholdersJune 8, 2023, 9:00 AM ~~, Eastern Daylight Time This~~EDTThis proxy is solicited by the Board of ~~Directors of Precigen, Inc. The undersigned~~DirectorsThe shareholder(s) hereby ~~appoints Dr.~~appoint(s) Helen Sabzevari ~~Mr. Rick L. Sterling,~~ and ~~Mr.~~ Donald P. Lehr, or ~~any~~either of them, as proxies, each with the ~~full~~ power ~~of substitution,~~to appoint his/her substitute, and hereby ~~authorizes~~authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of ~~common stock~~Common Stock of ~~Precigen, Inc.~~PRECIGEN, INC., that the ~~undersigned is~~shareholder(s) is/are entitled to vote at the Annual Meeting of Shareholders to be held at 9:00 AM EDT on ~~Thursday,~~ June ~~11, 2020,~~8, 2023, via a live webcast at ~~the Esperante Conference Center, 222 Lakeview Avenue, West Palm Beach, FL 33401,~~www.virtualshareholdermeeting.com/PGEN2023, and any adjournment or postponement ~~thereof. This~~thereof.This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted ~~FOR all nominees named~~ in accordance with the ~~proxy, FOR Proposals 2 through 4~~Board of Directors' recommendations.Continued and ~~according~~ to ~~the discretion of the proxy holders~~be signed on any other matters that may properly come before the meeting or any and all adjournments or postponements thereof. The undersigned may revoke this proxy prior to its exercise. . 18 . 1 . 0 R1 _ 2 0000461792 Please sign and date the otherreverse side ~~of the card~~

0001356090 pgen:FairValueAtLastDayOfPriorYearOfEquityAwardsForfeitedDuringYearMember ecd:NonPeoNeoMember 2020-01-01 2020-12-31


Name of Beneficial Owner	Outstanding Shares Beneficially Owned(1)			Right to Acquire Beneficial Ownership(2)		Total Shares Beneficially Owned		Percentage of Shares Beneficially Owned
Directors/director nominees
Cesar Alvarez		181,165			235,035		416,200		*
Steven Frank		262,595			235,035		497,630		*
Vinita Gupta		81,303	(3)		198,020		279,323		*
Fred Hassan		85,170			213,200		298,370		*
Jeffrey Kindler		143,071			243,946		387,017		*
Dean Mitchell		102,473			235,035		337,508		*
Robert Shapiro		206,517	(4)		243,946		450,463		*
James Turley		89,609			255,826		345,435		*
Named executive officers
Randal Kirk(5)		82,790,616			—		82,790,616		48.5	%
Donald Lehr		108,331			599,114		707,445		*
Nir Nimrodi(6)		—			—		—		*
Jeffrey Perez		95,288			546,483		641,771		*
Rick Sterling		157,372			548,222		705,594		*
Helen Sabzevari		112,342			575,000		687,342		*
Robert Walsh, III(7)		—			—		—		*
Current executive officers and directors as a group(8)		84,415,852			4,128,862		88,544,714		50.7	%
Greater than 5% shareholders
Ares Trading SA(9)		20,640,119			9,130,419		29,770,538		16.6	%

Board Diversity Matrix (as of April 25, 2023)
Total Number of Directors	10
	Female		Male
Part I: Gender Identity:
Directors		2		8
Part II: Demographic Background:
Asian		1		1
Hispanic or Latinx		—		1
Middle Eastern		1		—
White		—		6


Name(1)	Fees Earned or Paid in Cash(2) ($)		Stock Awards(3,5) ($)		Option Awards(4,5) ($)		Total ($)
Cesar Alvarez	$	62,500	$	124,997	$	124,998	$	312,495
Steven Frank	$	49,998	$	124,997	$	124,998	$	299,993
Vinita Gupta	$	56,500	$	124,997	$	124,998	$	306,495
Fred Hassan	$	56,500	$	124,997	$	124,998	$	306,495
Jeffrey Kindler	$	69,000	$	124,997	$	124,998	$	318,995
Dean Mitchell	$	56,500	$	124,997	$	124,998	$	306,495
Robert Shapiro	$	62,997	$	124,997	$	124,998	$	312,992
James Turley	$	62,496	$	124,997	$	124,998	$	312,491


Name	RSUs Outstanding (#)		Stock Options Outstanding (#)		Unvested Stock Options (#)
Cesar Alvarez		24,703		138,711		—
Steven Frank		24,703		138,711		—
Vinita Gupta		24,703		111,696		20,000
Fred Hassan		24,703		126,916		10,040
Jeffrey Kindler		24,703		147,622		—
Dean Mitchell		24,703		138,711		—
Robert Shapiro		24,703		147,622		—
James Turley		24,703		159,502		—

Name	RSUs Outstanding (#)		Stock Options Outstanding (#)
Randal Kirk		126,595		285,248
Cesar Alvarez		61,576		322,521
Steven Frank		61,576		322,521
Vinita Gupta		61,576		313,316
Fred Hassan		61,576		328,536
Jeffrey Kindler		61,576		322,520
Dean Mitchell		61,576		322,521
Robert Shapiro		61,576		322,520
James Turley		61,576		361,122


	Fiscal Year Ended December 31,
	2019		2018
Audit Fees	$	1,491,200	$	3,023,864
Audit-Related Fees		—		—
Tax Fees		—		149,100
All Other Fees		—		—

Total Fees	$	1,491,200	$	3,172,964

Number of Stock Options Outstanding		16,930,366
Weighted Average Exercise Price	$	9.41
Weighted Average Term (in years)		6.97
Number of Full-Value Stock Awards Outstanding		1,877,308
Number of Shares Remaining for Future Grant		13,898,967
2013 Plan		9,396,501
2019 Plan		4,502,466
Common Shares Outstanding as of April 25, 2023		255,482,753
Overhang Percentage		12.8%


Name and Position	Options Awarded		RSUs Awarded
Helen Sabzevari, President and Chief Executive Officer		4,650,000		1,280,865
Randal Kirk, Executive Chairman and former Chief Executive Officer		—		1,000,999
Rick Sterling, Chief Financial Officer		432,841		435,957
Donald Lehr, Chief Legal Officer		432,855		435,957
Jeffrey Perez, Senior Vice President, Intellectual Property Affairs		432,834		435,957
Robert Walsh, III, former Senior Vice President, Energy & Fine Chemicals Platforms		328,926		185,957
Nir Nimrodi, former Chief Business Officer		1,039,277		128,595
Current executive officers as a group		5,948,530		3,589,735
Cesar Alvarez, Director		117,932		32,614
Steven Frank, Director		117,932		32,614
Vinita Gupta, Director		111,696		32,614
Fred Hassan, Director		126,916		32,614
Jeffrey Kindler, Director		117,932		32,614
Dean Mitchell, Director		117,932		32,614
Robert Shapiro, Director		117,932		32,614
James Turley, Director		159,502		32,614
All employees as a group except current officers		21,461,697		2,925,794


Name	Company- Paid Welfare and Life Benefits Premiums ($)		401(k) Plan Company Contributions ($)		Total ($)
Helen Sabzevari		6,690		8,400		15,090
Randal Kirk		—		—		—
Rick Sterling		23,440		8,400		31,840
Donald Lehr		23,333		8,400		31,733
Jeffrey Perez		22,092		8,400		30,492
Robert Walsh, III(1)		14,978		8,400		788,704
Nir Nimrodi(2)		7,338		—		825,621


Name	Grant Date		All Other Stock Awards: Number of Shares of Stock or Units (#)			Grant Date Fair Value of Stock and Option Awards⁽¹⁾
Helen Sabzevari		1/4/2019		13,774	(2)	$	99,999
		1/4/2019		13,775	(2)	$	100,007
		1/25/2019		56,891		$	450,008
		4/9/2019		57,362		$	300,003
Randal Kirk		1/4/2019		13,774	(2)	$	99,999
		1/4/2019		13,775	(2)	$	100,007
Rick Sterling		1/4/2019		13,774	(2)	$	99,999
		1/4/2019		13,775	(2)		100,007
		1/4/2019		61,983		$	449,997
		4/9/2019		57,362		$	300,003
Donald Lehr		1/4/2019		13,774	(2)	$	99,999
		1/4/2019		13,775	(2)		100,007
		1/4/2019		61,983		$	499,997
		4/9/2019		57,362		$	300,003
Jeffrey Perez		1/4/2019		13,774	(2)	$	99,999
		1/4/2019		13,775	(2)		100,007
		1/4/2019		61,983		$	449,997
		4/9/2019		57,362		$	300,003
Robert Walsh, III		1/4/2019		13,774	(2)	$	99,999
		1/4/2019		13,775	(2)		100,007
		1/4/2019		61,983		$	449,997
		4/9/2019		57,362		$	300,003
Nir Nimrodi		1/4/2019		13,774	(2)	$	99,999
		1/4/2019		13,775	(2)		100,007
		1/4/2019		61,983		$	449,997


	Stock Awards
Name	Number of Shares Acquired on Vesting (#)		Value Realized on Vest ($)(1)
Helen Sabzevari		9,766	$	69,827
		13,774	$	99,999
		14,341	$	109,852
		25,000	$	189,500
		14,341	$	82,031
		14,340	$	78,583
Randal Kirk(2)		26,109	$	199,995
		13,774	$	99,999
		25,094	$	199,999
		38,022	$	199,996
		43,887	$	190,031
		44,283	$	214,330
		28,467	$	218,057
		25,758	$	205,806
		30,088	$	175,714
		33,373	$	190,894
		36,069	$	183,231
		35,536	$	197,936
		34,434	$	188,698
Rick Sterling		9,766	$	69,827
		13,774	$	99,999
		14,341	$	109,852
		14,341	$	82,031
		14,340	$	78,583
Donald Lehr		9,766	$	69,827
		13,774	$	99,999
		14,341	$	109,852
		14,341	$	82,031
		14,340	$	78,583
Jeffrey Perez		9,766	$	69,827
		13,774	$	99,999
		14,341	$	109,852
		14,341	$	82,031
		14,340	$	78,583
Robert Walsh, III		9,766	$	69,827
		13,774	$	99,999
		14,341	$	109,852
		14,341	$	82,031
		110,367	$	659,995
Nir Nimrodi		9,766	$	69,827
		13,774	$	99,999
		105,055	$	515,820


		Termination Without Cause or for Good Reason ($)			Change in Control(1) ($)		Incapacity(2) ($)		Death(3) ($)
Helen Sabzevari	Accelerated Equity		—			900,380		900,380		900,380
	Severance Payment		750,000			—		—		—
	Benefit Plans		9,706	(4)		—		360,000		1,545,000

	Total		759,706			900,380		1,260,380		2,445,380
Randal Kirk	Accelerated Equity		—			—		—		—
	Benefit Plans		—			—		—		—

	Total		—			—		—		—
Rick Sterling	Accelerated Equity		—			654,285		654,285		654,285
	Severance Payment		772,500			—		—		—
	Benefit Plans		41,012	(4)		—		360,000		1,545,000

	Total		813,512			654,285		1,014,285		2,199,285
Donald Lehr	Accelerated Equity		—			654,285		654,285		654,285
	Severance Payment		862,500			—		—		—
	Benefit Plans		40,819	(4)		—		360,000		1,545,000

	Total		903,319			654,285		1,014,28		2,199,285
Jeffrey Perez	Accelerated Equity		—			654,285		654,285		654,285
	Severance Payment		750,000			—		—		—
	Benefit Plans		36,492	(4)		—		360,000		1,545,000

	Total		786,492			654,285		1,014,28		2,199,285
Robert Walsh, III	Accelerated Equity		659,995			—		—		—
	Severance Payment		90,005			—		—		—
	Benefit Plans		1,538			—		—		—

	Total		751,538			—		—		—
Nir Nimrodi	Accelerated Equity		515,820			—		—		—
	Severance Payment		237,692			—		—		—
	Benefit Plans		16,293			—		—		—

	Total		769,805			—		—		—


Plan Category	Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights			Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights		Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in column (a))
	(a)			(b)		(c)
Equity compensation plans approved by shareholders		10,804,264	(1)	$	21.94		13,078,813	(2)
Equity compensation plans not approved by shareholders		—			—		—

Total		10,804,264			—		13,078,813


		Page

ARTICLE I DEFINITIONS			1

1.01	409A Award		1

1.02	Affiliate		1

1.03	Agreement		1

1.04	Award		1

1.05	Board		1

1.06	Cash Award		1

1.07	Cause		1

1.08	Change in Control		2

1.09	Code		3

1.10	Committee		3

1.11	Common Stock		3

1.12	Company		3

1.13	Control Change Date		3

1.14	Corresponding SAR		4

1.15	Disability		4

1.16	Dividend Equivalent		4

1.17	Exchange Act		4

1.18	Fair Market Value		4

1.19	Full Value Award		4

1.20	Incentive Award		4

1.21	Incumbent Board		5

1.22	Initial Value		5

1.23	Named Executive Officer		5

1.24	Non-409A Award		5

1.25	Option		5

1.26	Other Stock-Based Award		5

1.27	Participant		5

1.28	Plan		5

1.29	Person		6

1.30	Prior Incentive Plan		6

1.31	Restricted Stock Award		6

1.32	Restricted Stock Unit		6

1.33	Retirement		6

1.34	SAR		6

1.35	Ten Percent Shareholder		6

1.36	Termination Date		6


		Page

ARTICLE II PURPOSES			7

ARTICLE III TYPES OF AWARDS			7

ARTICLE IV ADMINISTRATION			7

4.01	General Administration		7

4.02	Delegation of Authority		7

4.03	Indemnification of Committee		8

ARTICLE V ELIGIBILITY			8

ARTICLE VI COMMON STOCK SUBJECT TO PLAN			9

6.01	Common Stock Issued		9

6.02	Aggregate Limit		9

6.03	Individual Limit		9

6.04	Share Counting		10

ARTICLE VII OPTIONS			11

7.01	Grant		11

7.02	Option Price		11

7.03	Maximum Term of Option		11

7.04	Exercise		11

7.05	Payment		11

7.06	Stockholder Rights		12

7.07	Disposition of Shares		12

7.08	No Liability of Company		12

ARTICLE VIII SARS			12

8.01	Grant		12

8.02	Maximum Term of SAR		12

8.03	Exercise		12

8.04	Settlement		13

8.05	Stockholder Rights		13

ARTICLE IX RESTRICTED STOCK AWARDS			13

9.01	Award		13

9.02	Payment		13

9.03	Vesting		13

9.04	Maximum Restriction Period		14

9.05	Stockholder Rights		14

ARTICLE X RESTRICTED STOCK UNITS			14

10.01	Grant		14

10.02	Earning the Award		15

10.03	Maximum Restricted Stock Unit Award Period		15

10.04	Payment		15

10.05	Stockholder Rights		15

ARTICLE XI INCENTIVE AWARDS			16

11.01	Grant		16


		Page

11.02	Earning the Award		16

11.03	Maximum Incentive Award Period		16

11.04	Payment		16

11.05	Stockholder Rights		16

ARTICLE XII OTHER STOCK-BASED AWARDS			17

12.01	Other Stock-Based Awards		17

12.02	Bonus Stock and Awards in Lieu of Other Obligations		17

ARTICLE XIII DIVIDEND EQUIVALENTS AND CASH AWARDS			17

13.01	Dividend Equivalents		17

13.02	Cash Awards		17

ARTICLE XIV TERMS APPLICABLE TO ALL AWARDS			18

14.01	Written Agreement		18

14.02	Nontransferability		18

14.03	Transferable Awards		18

14.04	Participant Status		19

14.05	Change in Control		19

14.06	Stand-Alone, Additional, Tandem and Substitute Awards		20

14.07	Form and Timing of Payment; Deferrals		20

14.08	Time and Method of Exercise		21

14.09	Effect of Termination Date on Options, SARs and Other Stock-Based Awards in the Nature of Purchase Rights		22

14.10	Non U. S. Participants		23

ARTICLE XV QUALIFIED PERFORMANCE-BASED COMPENSATION			23

15.01	Performance Conditions		23

15.02	Establishing the Amount of the Award		24

15.03	Earning the Award		24

15.04	Performance Awards		25

ARTICLE XVI ADJUSTMENT UPON CHANGE IN COMMON STOCK			25

16.01	General Adjustments		25

16.02	No Adjustments		25

16.03	Substitute Awards		25

16.04	Limitation on Adjustments		26

ARTICLE XVII COMPLIANCE WITH LAW AND APPROVAL OF REGULATORY BODIES			26

17.01	Compliance		26

17.02	Postponement of Exercise or Payment		26

17.03	Forfeiture or Reimbursement		27

ARTICLE XVIII LIMITATION ON BENEFITS			27

ARTICLE XIX GENERAL PROVISIONS			28

19.01	Effect on Employment and Service		28

19.02	Unfunded Plan		28

19.03	Rules of Construction		28


		Page

19.04	Tax Withholding and Reporting		28

19.05	Code Section 83(b) Election		29

19.06	Reservation of Shares		29

19.07	Governing Law		29

19.08	Other Actions		29

19.09	Repurchase of Common Stock		29

19.10	Other Conditions		29

19.11	Forfeiture Provisions		30

19.12	Legends; Payment of Expenses		30

19.13	Repricing of Awards		30

19.14	Right of Setoff		31

19.15	Fractional Shares		31

ARTICLE XX CLAIMS PROCEDURES			31

20.01	Initial Claim		31

20.02	Appeal of Claim		31

20.03	Time to File Suit		31

ARTICLE XXI AMENDMENT			32

21.01	Amendment of Plan		32

21.02	Amendment of Awards		32

ARTICLE XXII SECTION 409A PROVISION			32

22.01	Intent of Awards		32

22.02	409A Awards		32

22.03	Election Requirements		33

22.04	Time of Payment		33

22.05	Acceleration or Deferral		34

22.06	Distribution Requirements		34

22.07	Key Employee Rule		34

22.08	Distributions Upon Vesting		34

22.09	Scope and Application of this Provision		34

ARTICLE XXIII EFFECTIVE DATE OF PLAN			34

ARTICLE XXIV DURATION OF PLAN			35