2010 Incentive Compensation Plan




 Exhibit 10.3 
 MASERGY COMMUNICATIONS, INC. 
 2010 INCENTIVE COMPENSATION PLAN

 ARTICLE ONE 
 GENERAL PROVISIONS 
  

	 	I.	PURPOSE OF THE PLAN 

 This
2010 Incentive Compensation Plan (the “Plan”) is intended to promote the interests of Masergy Communications, Inc., a Delaware corporation, by providing eligible persons in the Corporation’s service with the opportunity to acquire a
proprietary interest, or otherwise increase their proprietary interest, in the Corporation as an incentive for them to remain in such service. 
 The Plan shall serve as the successor to the Corporation’s 2001 Stock Option/Stock Issuance Plan (the “Predecessor Plan”), and no further awards shall be granted under the Predecessor Plan
after the Plan Effective Date. All awards outstanding under the Predecessor Plan on the Plan Effective Date shall continue to be governed solely by the terms of the documents evidencing such award, and no provision of the Plan shall be deemed to
affect or otherwise modify the rights or obligations of the holders of such awards with respect to their acquisition of shares of Common Stock hereunder. 
 Capitalized terms shall have the meanings assigned to such terms in the attached Appendix. 
  

	 	II.	TYPES OF AWARDS 

 Awards
may be made under the Plan in the form of (i) options, (ii) stock appreciation rights, (iii) stock awards, (iv) restricted stock units and (v) performance units. 

 

	 	III.	ADMINISTRATION OF THE PLAN 


A. The Compensation Committee shall have sole and exclusive authority to administer the Plan with respect to Section 16 Insiders.
Administration of the Plan with respect to all other persons eligible to participate in the Plan may, at the Board’s discretion, be vested in the Compensation Committee or a Secondary Board Committee, or the Board may retain the power to
administer those programs with respect to such persons. 
 B. Members of the Compensation Committee or any Secondary Board
Committee shall serve for such period of time as the Board may determine and may be removed by the Board at any time. The Board may also at any time terminate the functions of any Secondary Board Committee and reassume all powers and authority
previously delegated to such committee. 








 C. Each Plan Administrator shall, within the scope of its administrative functions under the
Plan, have full power and authority (subject to the provisions of the Plan) to establish such rules and regulations as it may deem appropriate for proper administration of the Plan and to make such determinations under, and issue such
interpretations of, the provisions of the Plan and any outstanding Awards thereunder as it may deem necessary or advisable. Decisions of the Plan Administrator within the scope of its administrative functions under the Plan shall be final and
binding on all parties who have an interest in the Plan under its jurisdiction or any Award thereunder. 
 D. Service as a Plan
Administrator by the members of the Compensation Committee or the Secondary Board Committee shall constitute service as Board members, and the members of each such committee shall accordingly be entitled to full indemnification and reimbursement as
Board members for their service on such committee. No member of the Compensation Committee or the Secondary Board Committee shall be liable for any act or omission made in good faith with respect to the Plan or any Award thereunder. 

 

	 	IV.	ELIGIBILITY 

 A. The
persons eligible to participate in the Plan are as follows: 
 1. Employees, 

2. non-employee members of the Board or the board of directors of any Parent or Subsidiary, and 

3. consultants and other independent advisors who provide services to the Corporation (or any Parent or Subsidiary).

 B. The Plan Administrator shall have full authority to determine which eligible persons are to receive Awards under the Plan,
the time or times when those Awards are to be made, the number of shares to be covered by each such Award, the time or times when the Award is to become exercisable, the status of an option for federal tax purposes, the maximum term for which an
option or stock appreciation right is to remain outstanding, the vesting and issuance schedules applicable to the shares which are the subject of the Award, the cash consideration (if any) payable for those shares and the form (cash or shares of
Common Stock) in which the Award is to be settled and, with respect to performance–based Awards, the performance objectives for each such Award, the amounts payable at designated levels of attained performance, any applicable service vesting
requirements, and the payout schedule for each such Award. 
 C. Non-employee members of the Board shall be eligible to
participate in the automatic grant program for non-employee directors as set forth in Section VI of Article Two. 
  

	 	V.	STOCK SUBJECT TO THE PLAN 


A. The stock issuable under the Plan shall be shares of authorized but unissued or reacquired Common Stock, including shares repurchased
by the Corporation on the 

  
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open market. The number of shares of Common Stock initially reserved for issuance over the term of the Plan shall be limited to seven hundred seven thousand one hundred twenty
(707,120) shares. Such reserve shall consist of (i) the number of shares of Common Stock estimated to remain available for issuance, as of the Plan Effective Date, under the Predecessor Plan as last approved by the Corporation’s
stockholders (excluding shares subject to outstanding awards under the Predecessor Plan), plus (ii) an additional increase of five hundred thousand (500,000) shares. 
 B. The maximum number of shares available for issuance under the Plan shall be increased on the first business day of each fiscal year beginning in fiscal 2012 by two percent (2%) of the outstanding
shares of Common Stock on the last day of the immediately preceding fiscal year, up to a maximum of four hundred thousand (400,000) shares each year. 
 C. To the extent any options outstanding under the Predecessor Plan on the Plan Effective Date expire, are cancelled or terminate unexercised, the number of shares of Common Stock subject to those
expired, cancelled or terminated options shall be added to the share reserve under this Plan and shall accordingly be available for issuance hereunder, up to a maximum of an additional three hundred thousand (300,000) shares. 

D. The maximum number of shares of Common Stock which may be issued pursuant to Incentive Options granted under the Plan shall be seven
hundred seven thousand one hundred twenty (707,120) plus, to the extent allowable under Section 422 of the Code, any shares that became available for issuance under the Plan pursuant to Sections V.B, V.C, and V.F of this Article Two.

 E. The maximum number of shares of Common Stock for which any Award denominated in shares of Common Stock (whether payable in
Common Stock, cash or a combination of both) may be made to any person under the Plan in any calendar year shall not exceed two hundred fifty thousand (250,000) shares of Common Stock in the aggregate. For Awards denominated in cash (whether
payable in cash, Common Stock or a combination of both) and subject to one or more performance-vesting conditions, the maximum dollar amount for which such Awards may be made in the aggregate to such person shall not exceed One Million Dollars
($1,000,000) for each calendar year within the applicable performance measurement period, with pro-ration based on the foregoing dollar amount in the event of any fractional calendar year included within such performance period. 

F. Shares of Common Stock subject to outstanding Awards made under the Plan shall be available for subsequent award and issuance under
the Plan to the extent those Awards expire or terminate for any reason prior to the issuance of the shares of Common Stock subject to those Awards or such Awards are cancelled in connection with the provisions of Section VIII of this Article Two.
Unvested shares issued under the Plan and subsequently forfeited or repurchased by the Corporation, at a price per share not greater than the original issue price paid per share, pursuant to the Corporation’s repurchase rights under the Plan
shall be added back to the number of shares of Common Stock reserved for issuance under the Plan and shall accordingly be available for subsequent reissuance. To the extent an Award is settled in cash rather than Shares, then the number of shares of
Common Stock available for issuance under the Plan shall not be reduced by the number of shares subject to such Award. 

  
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 G. Should the exercise price of an option under the Plan be paid with shares of Common Stock
(whether through the withholding of a portion of the otherwise issuable sharers or through the tender of actual outstanding shares), then the authorized reserve of Common Stock under the Plan shall be reduced only by the net number of shares issued
under the exercised stock option and not by the gross number of shares for which that option is exercised. Upon the exercise of any stock appreciation right under the Plan, the share reserve shall be reduced only by the net number of shares actually
issued by the Corporation upon such exercise and not by the gross number of shares as to which such right is exercised. If shares of Common Stock otherwise issuable under the Plan are withheld by the Corporation in satisfaction of the withholding
taxes incurred in connection with the exercise, vesting or settlement of an Award, then the number of shares of Common Stock available for issuance under the Plan shall be reduced by the net number of shares issued after such share withholding.

 H. Should any change be made to the Common Stock by reason of any stock split, stock dividend, recapitalization, combination
of shares, exchange of shares, spin-off transaction or other change affecting the outstanding Common Stock as a class without the Corporation’s receipt of consideration, or should the value of outstanding shares of Common Stock be substantially
reduced as a result of a spin-off transaction or an extraordinary dividend or distribution, or should there occur any merger, consolidation or other reorganization, then equitable adjustments shall be made by the Plan Administrator to (i) the
maximum number and/or class of securities issuable under the Plan, (ii) the maximum number and/or class of securities by which the share reserve under the Plan may increase by reason of the expiration, cancellation or termination of options
under the Predecessor Plan, (iii) the maximum number and/or class of securities by which the share reserve may increase automatically each fiscal year, (iv) the maximum number and/or class of securities for which any one person may be
granted Common Stock-denominated Awards under the Plan per calendar year, (v) the maximum number and/or class of securities that may be issued pursuant to Incentive Options, (vi) the number and/or class of securities and the exercise or
base price per share in effect under each outstanding Award under the Plan and the cash consideration (if any) payable per share, and (vii) the number and/or class of securities subject to the Corporation’s outstanding repurchase rights
under the Plan and the repurchase price payable per share. The adjustments shall be made in such manner as the Plan Administrator deems appropriate and such adjustments shall be final, binding and conclusive. In addition, in the event of a Change in
Control, the provisions of Section VII of Article Two shall apply. 
 I. Outstanding Awards granted pursuant to the Plan shall
in no way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.


  
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 ARTICLE TWO 
 AWARDS 
  

	 	I.	OPTIONS 

 A.
Authority. The Plan Administrator shall have full power and authority, exercisable in its sole discretion, to grant Incentive Options and Nonstatutory Options evidenced by one or more Award Agreements in the form approved by the Plan
Administrator; provided, however, that each such agreement shall comply with the terms specified below. Each agreement evidencing an Incentive Option shall, in addition, be subject to the provisions of Section H below. 

B. Exercise Price. 
 1. The exercise price per share shall be fixed by the Plan Administrator; provided, however, that such exercise price shall not be less than one hundred percent (100%) of the Fair
Market Value per share of Common Stock on the grant date. 
 2. The exercise price shall become immediately due
upon exercise of the option and shall, subject to the provisions of the documents evidencing the option, be payable in one or more of the forms specified below: 
 (a) cash or check made payable to the Corporation, 
 (b) shares of Common Stock
(whether delivered in the form of actual stock certificates or through attestation of ownership) held for the requisite period (if any) necessary to avoid any resulting charge to the Corporation’s earnings for financial reporting purposes and
valued at Fair Market Value on the Exercise Date, 
 (c) shares of Common Stock otherwise issuable under the option but
withheld by the Corporation in satisfaction of the exercise price, with such withheld shares to be valued at Fair Market Value on the exercise date, or 
 (d) to the extent the option is exercised for vested shares of Common Stock, through a special sale and remittance procedure pursuant to which the Participant shall concurrently provide instructions to
(a) a brokerage firm (reasonably satisfactory to the Corporation for purposes of administering such procedure in compliance with the Corporation’s pre-clearance/pre-notification policies) to effect the immediate sale of the purchased
shares and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate exercise price payable for the purchased shares plus all applicable income and employment taxes required to be
withheld by the Corporation by reason of such exercise and (b) the Corporation to deliver the certificates for the purchased shares directly to such brokerage firm on such settlement date in order to complete the sale. 

  
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 Except to the extent such sale and remittance procedure is utilized, payment of the exercise
price for the purchased shares must be made on the Exercise Date. 
 C. Exercise and Term of Options. Each option
shall be exercisable at such time or times, during such period and for such number of shares as shall be determined by the Plan Administrator and set forth in the Award Agreements evidencing the option. However, no option shall have a term in excess
of ten (10) years measured from the option grant date. 
 D. Effect of Termination of Service. 

1. The following provisions shall govern the exercise of any options that are outstanding at the time of the
Participant’s cessation of Service or death: 
 (a) Any option outstanding at the time of the Participant’s cessation
of Service for any reason shall remain exercisable for such period of time thereafter as shall be determined by the Plan Administrator and set forth in the documents evidencing the option, but no such option shall be exercisable after the expiration
of the option term. 
 (b) Any option held by the Participant at the time of the Participant’s death and exercisable in
whole or in part at that time may be subsequently exercised by the personal representative of the Participant’s estate or by the person or persons to whom the option is transferred pursuant to the Participant’s will or the laws of
inheritance or by the Participant’s designated beneficiary or beneficiaries of that option. 
 (c) Should the
Participant’s Service be terminated for Misconduct or should the Participant otherwise engage in Misconduct while holding one or more outstanding options granted under this Article Two, then all of those options shall terminate immediately
and cease to be outstanding. 
 (d) During the applicable post-Service exercise period, the option may not be exercised for
more than the number of vested shares for which the option is at the time exercisable; provided, however, that one or more options may be structured so that those options continue to vest in whole or part during the applicable
post-Service exercise period. Upon the expiration of the applicable exercise period or (if earlier) upon the expiration of the option term, the option shall terminate and cease to be outstanding for any shares for which the option has not been
exercised. 
 2. The Plan Administrator shall have complete discretion, exercisable either at the time an option
is granted or at any time while the option remains outstanding, to: 
 (a) extend the period of time for which the option is to
remain exercisable following the Participant’s cessation of Service from the limited exercise period otherwise in effect for that option to such greater period of time as the Plan Administrator shall deem appropriate, but in no event beyond the
expiration of the option term; 

  
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 (b) include an automatic extension provision whereby the specified post-Service exercise
period in effect for any option shall automatically be extended by an additional period of time equal in duration to any interval within the specified post-Service exercise period during which the exercise of that option or the immediate sale of the
shares acquired under such option could not be effected in compliance with applicable federal and state securities laws, but in no event shall such an extension result in the continuation of such option beyond the expiration date of the term of that
option; and/or 
 (c) permit the option to be exercised, during the applicable post-Service exercise period, not only with
respect to the number of vested shares of Common Stock for which such option is exercisable at the time of the Participant’s cessation of Service but also with respect to one or more additional installments in which the Participant would have
vested had the Participant continued in Service. 
 E. Stockholder Rights. The holder of an option shall have no
stockholder rights with respect to the shares subject to the option until such person shall have exercised the option, paid the exercise price and become a holder of record of the purchased shares. 

F. Repurchase Rights. The Plan Administrator shall have the discretion to grant options which are exercisable for unvested
shares of Common Stock. Should the Participant cease Service while such shares are unvested, the Corporation shall have the right to repurchase any or all of those unvested shares at a price per share equal to the lower of (i) the
exercise price paid per share or (ii) the Fair Market Value per share of Common Stock at the time of repurchase. The terms upon which such repurchase right shall be exercisable (including the period and procedure for exercise and the
appropriate vesting schedule for the purchased shares) shall be established by the Plan Administrator and set forth in the document evidencing such repurchase right. 
 G. Transferability of Options. The transferability of options granted under the Plan shall be governed by the following provisions: 

1. Incentive Options: During the lifetime of the Participant, Incentive Options shall be exercisable only
by the Participant and shall not be assignable or transferable other than by will or the laws of inheritance following the Participant’s death. 
 2. Non-Statutory Options. Non-Statutory Options shall be subject to the same limitation on transfer as Incentive Options, except that the Plan Administrator may structure one or more
Non-Statutory Options so that the option may be assigned in whole or in part during the Participant’s lifetime to one or more Family Members of the Participant or to a trust established exclusively for the Participant and/or such Family
Members, to the extent such assignment is in connection with the Participant’s estate plan or pursuant to a domestic relations order. The assigned portion may only be exercised by the person or persons who acquire a proprietary interest in the
option pursuant to the assignment. The terms applicable to the assigned portion shall be the same as those in effect for the option immediately prior to such assignment and shall be set forth in such documents issued to the assignee as the Plan
Administrator may deem appropriate. 
 3. Beneficiary Designation. Notwithstanding the foregoing,
the Participant may designate one or more persons as the beneficiary or beneficiaries of his or her outstanding options, and those options shall, in accordance with such designation, automatically be transferred to such beneficiary or beneficiaries
upon the Participant’s death while holding those options. Such beneficiary or beneficiaries shall take the transferred options subject to all the terms and conditions of the applicable agreement evidencing each such transferred option,
including (without limitation) the limited time period during which the option may be exercised following the Participant’s death. 

  
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 H. Incentive Options. The terms specified below shall be applicable to all
Incentive Options. Except as modified by the provisions of this Section H, all the provisions of the Plan shall be applicable to Incentive Options. Options which are specifically designated as Non-Statutory Options when issued under the Plan shall
not be subject to the terms of this Section H. 
 1. Eligibility. Incentive Options may only be
granted to Employees. 
 2. Dollar Limitation. The aggregate Fair Market Value of the shares of
Common Stock (determined as of the respective date or dates of grant) for which one or more options granted to any Employee under the Plan (or any other option plan of the Corporation or any Parent or Subsidiary) may for the first time become
exercisable as Incentive Options during any one calendar year shall not exceed the sum of One Hundred Thousand Dollars ($100,000). 
 To the extent the Employee holds two (2) or more such options which become exercisable for the first time in the same calendar year, then for purposes of the foregoing limitations on the
exercisability of those options as Incentive Options, such options shall be deemed to become first exercisable in that calendar year on the basis of the chronological order in which they were granted, except to the extent otherwise provided under
applicable law or regulation. 
 3. 10% Stockholder. If any Employee to whom an Incentive Option
is granted is a 10% Stockholder, then the exercise price per share shall not be less than one hundred ten percent (110%) of the Fair Market Value per share of Common Stock on the option grant date, and the option term shall not exceed five
(5) years measured from the option grant date. 
  

	 	II.	STOCK APPRECIATION RIGHTS 


A. Authority. The Plan Administrator shall have full power and authority, exercisable in its sole discretion, to grant stock
appreciation rights evidenced by one or more Award Agreements in the form approved by the Plan Administrator which complies with the terms specified below. 

  
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 B. Types. Two types of stock appreciation rights shall be authorized for
issuance under this Section II: (i) tandem stock appreciation rights (“Tandem Rights”) and (ii) stand-alone stock appreciation rights (“Stand-alone Rights”). 

C. Tandem Rights. The following terms and conditions shall govern the grant and exercise of Tandem Rights. 

1. One or more Participants may be granted a Tandem Right, exercisable upon such terms and conditions as the Plan
Administrator may establish, to elect between the exercise of the underlying option for shares of Common Stock or the surrender of that option in exchange for a distribution from the Corporation in an amount equal to the excess of (i) the Fair
Market Value (on the option surrender date) of the number of shares in which the Participant is at the time vested under the surrendered option (or surrendered portion thereof) over (ii) the aggregate exercise price payable for such vested
shares. 
 2. Any distribution to which the Participant becomes entitled upon the exercise of a Tandem Right may
be made in (i) shares of Common Stock valued at Fair Market Value on the option surrender date, (ii) cash or (iii) a combination of cash and shares of Common Stock, as specified in the applicable Award Agreement. 

D. Stand-Alone Rights. The following terms and conditions shall govern the grant and exercise of Stand-alone Rights:

 1. One or more Participants may be granted a Stand-alone Right not tied to any underlying option. The
Stand-alone Right shall relate to a specified number of shares of Common Stock and shall be exercisable upon such terms and conditions as the Plan Administrator may establish. In no event, however, may the Stand-alone Right have a maximum term in
excess of ten (10) years measured from the grant date. 
 2. Upon exercise of the Stand-alone Right, the
holder shall be entitled to receive a distribution from the Corporation in an amount equal to the excess of (i) the aggregate Fair Market Value (on the exercise date) of the shares of Common Stock underlying the exercised right over
(ii) the aggregate base price in effect for those shares. 
 3. The number of shares of Common Stock
underlying each Stand-alone Right and the base price in effect for those shares shall be determined by the Plan Administrator in its sole discretion at the time the Stand-alone Right is granted. In no event, however, may the base price per share be
less than the Fair Market Value per underlying share of Common Stock on the grant date. 
 4. Stand-alone Rights
shall be subject to the same transferability restrictions applicable to Non-Statutory Options and may not be transferred during the holder’s lifetime, except to the extent otherwise provided in the applicable Award Agreement. In addition, one
or more beneficiaries may be designated for an 

  
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outstanding Stand-alone Right in accordance with substantially the same terms and provisions as set forth in Section I.F of this Article Two. 

5. The distribution with respect to an exercised Stand-alone Right may be made in (i) shares of Common Stock valued
at Fair Market Value on the exercise date, (ii) cash or (iii) a combination of cash and shares of Common Stock, as specified in the applicable Award agreement. 

6. The holder of a Stand-alone Right shall have no stockholder rights with respect to the shares subject to the
Stand-alone Right unless and until such person shall have exercised the Stand-alone Right and become a holder of record of the shares of Common Stock issued upon the exercise of such Stand-alone Right. 

E. Post-Service Exercise. The provisions governing the exercise of Tandem and Stand-alone Rights following the cessation of
the Participant’s Service shall be substantially the same as those set forth in Section I.C. of this Article Two for the options granted under the Plan, and the Plan Administrator’s discretionary authority under Section I.C.2 of
this Article Two shall also extend to any outstanding Tandem or Stand-alone Appreciation Rights. 
  

	 	III.	STOCK AWARDS 

 A.
Authority. The Plan Administrator shall have full power and authority, exercisable in its sole discretion, to grant stock awards either as vested or unvested shares of Common Stock, through direct and immediate issuances. Each stock
award shall be evidenced by one or more Award Agreements in the form approved by the Plan Administrator; provided, however, that each such agreement shall comply with the terms specified below. 

 

	 	B.	Issue Price/Consideration. 

 1. Shares of Common Stock may be issued under a stock award for a price per share fixed by the Plan Administrator at the time of the Award, but in no event shall such issue price be less than one hundred
percent (100%) of the Fair Market Value per share of Common Stock on the Award date. 
 2. Shares of Common
Stock may be issued under a stock award for any of the following items of consideration which the Plan Administrator may deem appropriate in each individual instance: 
 (a) cash or check made payable to the Corporation; 
 (b) past services rendered or
to be rendered the Corporation (or any Parent or Subsidiary); or 
 (c) any other valid consideration under the State in which
the Corporation is at the time incorporated. 

  
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 C. Vesting
Provisions. 
 1. Stock awards may, in the discretion of the Plan Administrator, be fully and
immediately vested upon issuance as a bonus for Service rendered or may vest in one or more installments over the Participant’s period of Service and/or upon the attainment of specified performance objectives. The elements of the vesting
schedule applicable to any stock award shall be determined by the Plan Administrator and incorporated into the Award Agreement. 
 2. Should the Participant cease to remain in Service while holding one or more unvested shares of Common Stock issued under a stock award or should the performance objectives not be attained with respect
to one or more such unvested shares of Common Stock, then those shares shall be immediately surrendered to the Corporation for cancellation, and the Participant shall have no further stockholder rights with respect to those shares. To the extent the
surrendered shares were previously issued to the Participant for consideration paid in cash or cash equivalent, the Corporation shall repay to the Participant the lower of (i) the cash consideration paid for the surrendered shares
or (ii) the Fair Market Value of those shares at the time of cancellation. 
 3. The Plan Administrator may
in its discretion waive the surrender and cancellation of one or more unvested shares of Common Stock which would otherwise occur upon the cessation of the Participant’s Service or the non-attainment of the performance objectives applicable to
those shares. Any such waiver shall result in the immediate vesting of the Participant’s interest in the shares of Common Stock as to which the waiver applies. Such waiver may be effected at any time, whether before or after the
Participant’s cessation of Service or the attainment or non-attainment of the applicable performance objectives. 
 4. Any new, substituted or additional securities or other property (including money paid other than as a regular cash dividend) which the Participant may have the right to receive with respect to the
Participant’s unvested shares of Common Stock by reason of any stock dividend, stock split, recapitalization, combination of shares, exchange of shares, spin-off transaction, extraordinary dividend or distribution or other change affecting the
outstanding Common Stock as a class without the Corporation’s receipt of consideration shall be issued subject to (i) the same vesting requirements applicable to the Participant’s unvested shares of Common Stock and (ii) such
escrow arrangements as the Plan Administrator shall deem appropriate, unless and to the extent the Plan Administrator determines at the time to vest and distribute such securities or other property. Equitable adjustments to reflect each such
transaction shall also be made by the Plan Administrator to the repurchase price payable per share by the Corporation for any unvested securities subject to its existing repurchase rights under the Plan; provided the aggregate repurchase price shall
in each instance remain the same. 
 D. Stockholder Rights. The Participant shall have full stockholder rights
with respect to any shares of Common Stock issued to the Participant under a stock award, whether or not the Participant’s interest in those shares is vested. Accordingly, the Participant shall have the right to vote such shares and to receive
any dividends paid on such shares, subject to any applicable vesting requirements. 

  
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	 	IV.	RESTRICTED STOCK UNITS 


A. Authority. The Plan Administrator shall have the full power and authority, exercisable in its sole discretion, to grant
restricted stock units evidenced by one or more Award Agreements in the form approved by the Plan Administrator; provided, however, that each such agreement shall comply with the terms specified below. 

B. Terms. Each restricted stock unit award shall entitle the Participant to receive the shares underlying that Award (or an
amount based on the value of the shares) upon vesting or upon the expiration of a designated time period following the vesting of those Awards. Restricted stock units subject to performance vesting may also be structured so that the underlying
shares are convertible into shares of Common Stock (or a payment based on the value of the shares), but the rate at which each share is to so convert shall be based on the attained level of performance for each applicable performance objective.

 C. Vesting Provisions. Restricted stock units may, in the discretion of the Plan Administrator, vest in one or
more installments over the Participant’s period of Service or upon the attainment of specified performance objectives. Outstanding restricted stock units shall automatically terminate without any payment if the performance goals or Service
requirements established for those Awards are not attained or satisfied. The Plan Administrator, however, shall have the discretionary authority to make a payment under one or more outstanding Awards of restricted stock units as to which the
designated performance goals or Service requirements have not been attained or satisfied. 
 D. Payment.
Restricted stock units that vest may be settled in (i) cash, (ii) shares of Common stock valued at Fair Market Value on the payment date or (iii) a combination of cash and shares of Common Stock, as determined by the Plan
Administrator in its sole discretion. 
 E. Dividend Rights. The Participant shall not have any stockholder rights
with respect to the shares of Common Stock subject to a restricted stock unit award until that award vests and the shares of Common Stock are actually issued thereunder. However, dividend-equivalent units may be paid or credited, either in cash or
in actual or phantom shares of Common Stock, on outstanding restricted stock unit awards, subject to such terms and conditions as the Plan Administrator may deem appropriate. 

 

	 	V.	PERFORMANCE UNITS 

 A.
Authority. The Plan Administrator shall have the full power and authority, exercisable in its sole discretion, to grant performance units evidenced by one or more Award Agreements in the form approved by the Plan Administrator;
provided, however, that each such agreement shall comply with the terms specified below. 

  
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 B. Terms. 

1. A performance unit shall represent either (i) a unit with a dollar value tied to the level at which
pre-established corporate performance objectives based on one or more performance goals are attained or (ii) a participating interest in a special bonus pool tied to the attainment of pre-established corporate performance objectives based on
one or more performance goals. The amount of the bonus pool may vary with the level at which the applicable performance objectives are attained, and the value of each performance unit which becomes due and payable upon the attained level of
performance shall be determined by dividing the amount of the resulting bonus pool (if any) by the total number of performance units issued and outstanding at the completion of the applicable performance period. 

2. Performance units may also be structured to include a Service requirement which the Participant must satisfy following
the completion of the performance period in order to vest in the performance units awarded with respect to that performance period. 
 3. Outstanding performance units shall automatically terminate, and no payment shall actually be made in satisfaction of those Awards, if the performance goals or Service requirements established for
those Awards are not attained or satisfied. The Plan Administrator, however, shall have the discretionary authority to make a payment under one or more outstanding Awards of performance units as to which the designated performance goals or any
applicable Service requirements have not been attained or satisfied. 
 C. Payment. Performance units which become
due and payable following the attainment of the applicable performance objectives and the satisfaction of any applicable Service requirement may be paid in (i) cash, (ii) shares of Common Stock valued at Fair Market Value on the payment
date or (iii) a combination of cash and shares of Common Stock, as determined by the Plan Administrator. 
  

	 	VI.	AUTOMATIC GRANT PROGRAM FOR NON-EMPLOYEE DIRECTORS 

 A. Automatic Grants. Non-Employee Board members shall receive automatic grants under the terms set forth below. In addition, non-employee Board members shall be eligible to receive
additional discretionary Awards under the Plan. 
 B. Grant Dates. Automatic grants under this Article II, Section
VI shall be made on the dates specified below. 
 1. Initial Grants. (a) Each individual who
is serving as a non-employee Board member on the Underwriting Date, and (b) each individual who is first elected or appointed as a non-employee Board member other than at a regular annual stockholders meeting at any time after the Underwriting
Date, shall automatically be granted, on the Underwriting Date or the date of such initial election or appointment, as applicable (the “Initial Grant Date”), an award in the form of an option or restricted stock unit with a


  
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value determined by multiplying the Initial Applicable Amount by a fraction, the numerator of which is the number of months (including any partial month, expressed as a fraction) that will elapse
between the Initial Grant Date and the first November 1st following such Initial Grant Date, and the denominator of which is twelve (12) months (the “Initial Grant”). 

2. Meeting Grants. On the date of each regular annual stockholders meeting, beginning with the 2011 Annual
Stockholders Meeting, each individual non-employee Board member who is first elected or first re-elected at such annual meeting to serve as a non-employee Board member or whose Initial Grant vests in full on such date shall automatically be granted
a one-time award in the form of an option or restricted stock units with a value equal to the Meeting Applicable Amount (the “Meeting Grant’). 
 3. Annual Grants. On the date of each regular annual stockholders meeting, beginning with the 2014 Annual Stockholders Meeting, each individual non-employee Board Member whose Meeting Grant
vests in full on such date or has previously vested in full has vested in full in accordance with Paragraph E.2 below shall automatically be granted an award in the form of an option or restricted stock units with a value equal to the Annual
Applicable Amount for that year (the “Annual Grant”). 
 C. Grant Amounts. The Compensation Committee
shall have the sole discretion to determine the amount and type of awards within the foregoing limitations. The Initial Applicable Amount, the Meeting Applicable Amount and the Annual Applicable Amount shall be determined by the Compensation
Committee on or before the grant date of the award, but in no event shall exceed Sixty-Five Thousand Dollars ($65,000), One Hundred Ninety Five Thousand Dollars ($195,000), and Sixty-Five Thousand Dollars ($65,000), respectively. 

D. Value of Grants. For purposes of any awards granted under this Section VI, (1) the value of an option share shall
be equal to the fair value of an option share as estimated on the date of grant under a valuation model approved by the Financial Accounting Standards Board (“FASB”) for purposes of the Corporation’s financial statements under FAS 123
(or any successor provision) and (2) the value of a restricted stock unit shall be equal to the Fair Market Value per share of Common Stock. 
 E. Vesting of Awards. 
 1. The shares subject to
each Initial Grant shall vest in full on the date of the regular annual stockholders meeting next held after the award grant date, provided the Participant continues in Board service up to such date. 

2. The shares subject to each Meeting Grant shall vest in three (3) equal installments as follows: one-third
(1/3) of the shares shall vest upon the date of the regular annual stockholders meeting for the year following the year in which the award was granted, provided the Participant continues in Board service up to such date; one-third (1/3) of
the shares shall vest upon the date of the regular annual stockholders meeting for the second year following the year in which the award was granted, provided the Participant continues in Board service up to such date; and one-third (1/3) of
the shares 

  
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shall vest upon the date of the regular annual stockholder meeting for the third year following the year in which the award was granted, provided the Participant continues in Board service up to
such date. 
 3. The shares subject to each Annual Grant shall vest on the date of the regular annual
stockholders meeting next held after the award grant date, provided the Participant continues in Board service up to such date. 
 4. Notwithstanding Paragraphs 1, 2 or 3 above, should a non-employee Board member cease Board service by reason of death or Permanent Disability, then each Initial, Meeting or Annual Grant made to such
individual under this Section VI and outstanding at the time of such cessation of Board service shall vest in full. 
 F.
Terms of Awards. 
 1. Any options granted under this Section VI shall be subject to the following
terms and conditions: 
 (i) The exercise price per share shall be equal to one hundred percent (100%) of
the Fair Market Value per Common Share on the option grant date. 
 (ii) The exercise price shall be payable in
one or more of the alternative forms authorized under Section I.B. of this Article Two. 
 (iii) Each such
option shall have a maximum term of ten (10) years measured from the option grant date, subject to earlier termination following the non-employee Board member’s cessation of Board service. 

(iv) The Participant (or in the event of the Participant’s death while holding the option, the personal
representative of the Participant’s estate or the person or persons to whom the option is transferred pursuant to the Participant’s will or the laws of inheritance or the designated beneficiary or beneficiaries of such option) shall have a
twelve (12)-month period following the date of cessation of Board service in which to exercise any outstanding option. During the twelve (12)-month exercise period, the option may not be exercised in the aggregate for more than the number of shares
of vested Common Stock for which the option is exercisable at the time of the Participant’s cessation of Board service. Upon the expiration of the twelve (12)-month exercise period or (if earlier) upon the expiration of the option term, the
option shall terminate and cease to be outstanding for any shares for which the option has not been exercised. 

  
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 2. Any
restricted stock units granted under this Section VI shall be subject to the following terms and conditions: 

(i) The shares of Common Stock underlying restricted stock units which vest in accordance with the applicable vesting
provisions shall be issued as they vest; provided, however, that the Plan Administrator may structure one or more grants so that the issuance of the shares of Common Stock which vest under those awards is deferred, in accordance with
the applicable requirements of Code Section 409A and the regulations thereunder, beyond the vesting date to a designated date or the occurrence of any earlier event such as cessation of Board service or a Change in Control. 

(ii) Each restricted stock unit shall include a dividend equivalent right pursuant to which a book account shall be
established for the non-employee Board member and credited from time to time with each dividend or distribution, whether in cash, securities or other property (other than shares of Common Stock) which is made per issued and outstanding share of
Common Stock during the period the share of Common Stock underlying that restricted stock unit remains unissued. The amount credited to the book account with respect to such restricted stock unit shall be paid to the non-employee Board member
concurrently with the issuance of the share of Common Stock underlying that unit. 
 G. Change In Control.

 1. In the event of any Change in Control, each outstanding Award granted under this Section VI but not
otherwise vested shall, immediately prior to the effective date of that Change in Control transaction, automatically vest in full. 
 2. Any option so accelerated shall become exercisable for all of the option shares as fully vested Common Shares and may be exercised for any or all of those vested shares. Immediately following the
consummation of the Change in Control, each such option shall terminate and cease to be outstanding, except and to the extent assumed by the successor corporation (or parent thereof) or otherwise continued in effect pursuant to the terms of the
Change in Control transaction. 
 3. The shares subject to any restricted stock units so accelerated shall be
issued to the Participant as soon as practicable following the effective date of the Change in Control but in no event more than fifteen (15) business days after such effective date, except to the extent such issuance is subject to a deferred
distribution date under Code Section 409A, or shall otherwise be converted into the right to receive the same consideration per share of Common Stock payable to the other stockholders in the Change in Control and distributed at the same time as
such stockholder payments, subject to any applicable deferred distribution date under Code Section 409A. 

  
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 H. Remaining Terms. The remaining terms of each award granted under the
Automatic Grant Program shall be as set forth in the award agreement approved by the Compensation Committee to evidence the awards made under this Section VI. 
  

	 	VII.	EFFECT OF CHANGE IN CONTROL 

 A. In the event of an actual Change in Control transaction, each option, stock appreciation right and restricted stock unit award (other than an Award granted under Section VI) outstanding at that time
under the Plan but not otherwise fully vested shall automatically accelerate, immediately prior to the effective date of that Change in Control, as to all the shares of Common Stock at the time subject to such Award, unless (i) such Award is to
be assumed or substituted with an equivalent award by the successor corporation (or parent thereof) or is otherwise to continue in full force and effect pursuant to the terms of the Change in Control transaction or (ii) such Award is replaced
with a cash retention program of the successor corporation that preserves the spread existing at the time of the Change in Control on the shares of Common Stock as to which the Award is not otherwise at that time vested and exercisable and provides
for the subsequent vesting and payout of that spread in accordance with the same exercise/vesting schedule applicable to those shares, but only if such replacement cash program would not result in the treatment of the Award as an item of deferred
compensation subject to Code Section 409A, or (iii) the acceleration of such Award is subject to other limitations imposed by the Plan Administrator. 
 B. All outstanding repurchase rights shall automatically terminate, and the shares of Common Stock subject to those terminated rights shall vest in full, immediately prior to the effective date of an
actual Change in Control transaction, except to the extent (i) those repurchase rights are to be assigned to the successor corporation (or parent thereof) or are otherwise to continue in full force and effect pursuant to the terms of the Change
in Control transaction or (ii) such accelerated vesting is precluded by other limitations imposed by the Plan Administrator. 
 C. Immediately following the consummation of the Change in Control, all awards, outstanding options, stock appreciation rights and restricted stock unit awards shall terminate and cease to be outstanding,
except to the extent assumed by the successor corporation (or parent thereof) or otherwise continued in full force and effect pursuant to the terms of the Change in Control transaction. 

D. Each Award which is assumed in connection with a Change in Control or otherwise continued in effect shall be appropriately adjusted,
immediately after such Change in Control, to apply to the number and class of securities into which the shares of Common Stock subject to that Award would have been converted in consummation of such Change in Control had those shares actually been
outstanding at that time. Appropriate adjustments to reflect such Change in Control shall also be made to (i) the exercise or base price or cash consideration payable per share in effect under each outstanding Award, provided the
aggregate exercise or base price or cash consideration in effect for such securities shall remain the same, (ii) the maximum number and/or class of securities available for issuance over the remaining term of the Plan, (ii) the maximum
number and/or class of securities by which the shares reserve is to increase each year, (iv) the maximum number and/or class of securities for which Incentive 

  
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Options may be granted under the Plan, (v) the maximum number and/or class of securities for which any one person may be granted Awards under the Plan per calendar year and (vi) the
number and/or class of securities subject to the Corporation’s outstanding repurchase rights under the Plan and the repurchase price payable per share. To the extent the actual holders of the Corporation’s outstanding Common Stock receive
cash consideration for their Common Stock in consummation of the Change in Control, the successor corporation may, in connection with the assumption or continuation of the outstanding Awards under the Plan and subject to the Plan
Administrator’s approval, substitute, for the securities underlying those assumed Awards, one or more shares of its own common stock with a fair market value equivalent to the cash consideration paid per share of Common Stock in such Change in
Control transaction, provided such common stock is readily traded on an established U.S. securities exchange or market. 
 E.
The Plan Administrator shall have the discretionary authority to structure one or more outstanding Awards so that those Awards shall, immediately prior to the effective date of an actual Change in Control transaction, vest as to all the shares of
Common Stock at the time subject to those Awards, whether or not those Awards are to be assumed in the Change in Control transaction or otherwise continued in effect. In addition, the Plan Administrator shall have the discretionary authority to
structure one or more of the Corporation’s repurchase rights so that those rights shall terminate immediately prior to the effective date of an actual Change in Control transaction, and the shares subject to those terminated rights shall
thereupon vest in full. 
 F. The Plan Administrator shall have full power and authority to structure one or more outstanding
Awards so that those Awards shall vest as to all the shares of Common Stock at the time subject to those Awards in the event the Participant’s Service is subsequently terminated by reason of an Involuntary Termination within a designated period
following the effective date of any Change in Control transaction in which those Awards do not otherwise vest on an accelerated basis. In addition, the Plan Administrator may structure one or more of the Corporation’s repurchase rights so that
those rights shall immediately terminate with respect to any shares held by the Participant at the time of such Involuntary Termination, and the shares subject to those terminated repurchase rights shall accordingly vest in full at that time.

 G. The portion of any Incentive Option accelerated in connection with a Change in Control shall remain exercisable as an
Incentive Option only to the extent the applicable One Hundred Thousand Dollar ($100,000) limitation is not exceeded. To the extent such dollar limitation is exceeded, the accelerated portion of such option shall be exercisable as a Non-statutory
Option under the Federal tax laws. 
  

	 	VIII.	EXCHANGE PROGRAM 

 A. The
Board shall have the authority to effect, at any time and from time to time, with the consent of the affected holders, the cancellation of any or all outstanding options or stock appreciation rights under the Plan and to grant in exchange one or
more of the following: (i) new options or stock appreciation rights covering the same or a different number of shares of Common Stock but with an exercise or base price per share based on the Fair Market Value per share of Common Stock on the
new grant date or (ii) cash or shares of Common Stock or any other Award, whether vested or unvested. 

  
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 B. The Board shall also have the authority, exercisable at any time and from time to time,
with the consent of the affected holders, to reduce the exercise or base price of one or more outstanding options or stock appreciation rights or issue new options or stock appreciation rights with a lower exercise or base price in immediate
cancellation of outstanding options or stock appreciation rights with a higher exercise or base price. 
 ARTICLE THREE

 MISCELLANEOUS 
  

	 	I.	DEFERRED COMPENSATION 

 A.
The Plan Administrator may, in its sole discretion, structure one or more Awards (other than options and stock appreciation rights) so that the Participants may be provided with an election to defer the compensation associated with those Awards for
federal income tax purposes. Any such deferral opportunity shall comply with all applicable requirements of Code Section 409A. 
 B. The Plan Administrator may implement a non-employee Board member retainer fee deferral program under the Plan so as to allow the non-employee Board members the opportunity to elect, prior to the start
of each calendar year, to convert the Board and Board committee retainer fees to be earned for such year into restricted stock units under the Plan that will defer the issuance of the shares of Common Stock that vest under those restricted stock
units until a permissible date or event under Code Section 409A. If such program is implemented, the Plan Administrator shall have the authority to establish such rules and procedures as it deems appropriate for the filing of such deferral
elections and the designation of the permissible distribution events under Code Section 409A. 
 C. To the extent the
Corporation maintains one or more separate non-qualified deferred compensation arrangements which allow the participants the opportunity to make notional investments of their deferred account balances in shares of Common Stock, the Plan
Administrator may authorize the share reserve under the Plan to serve as the source of any shares of Common Stock that become payable under those deferred compensation arrangements. In such event, the share reserve under the Plan shall be reduced on
a share-for-one share basis for each share of Common Stock issued under the Plan in settlement of the deferred compensation owed under those separate arrangements. 
  

	 	II.	TAX WITHHOLDING 

 A. The
Corporation’s obligation to deliver shares of Common Stock upon the exercise, issuance or vesting of an Award under the Plan shall be subject to the satisfaction of all applicable income and employment tax withholding requirements. 

  
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 B. The Plan
Administrator may, in its discretion, provide Participants to whom Awards are made under the Plan with the right to use shares of Common Stock in satisfaction of all or part of the Withholding Taxes to which such holders may become subject in
connection with the issuance, exercise, vesting or settlement of those Awards or the issuance of shares of Common Stock thereunder. Such right may be provided to any such holder in either or both of the following formats: 

1. Stock Withholding: The election to have the Corporation withhold, from the shares of Common Stock
otherwise issuable upon the issuance, exercise, vesting or settlement of such Award or the issuance of shares of Common Stock thereunder, a portion of those shares with an aggregate Fair Market Value at the time of delivery equal to the percentage
of the Withholding Taxes (not to exceed one hundred percent (100%)) designated by such individual. The shares of Common Stock so withheld shall not reduce the number of shares of Common Stock authorized for issuance under the Plan. 

2. Stock Delivery: The election to deliver to the Corporation, at the time of the issuance, exercise,
vesting or settlement of such Award, one or more shares of Common Stock previously acquired by such individual (other than in connection with the exercise, share issuance or share vesting triggering the Withholding Taxes) with an aggregate Fair
Market Value equal to the percentage of the Withholding Taxes (not to exceed one hundred percent (100%)) designated by the individual. The shares of Common Stock so delivered shall neither reduce the number of shares of Common Stock authorized
for issuance under the Plan nor be added to the number of shares of Common Stock authorized for issuance under the Plan. 
  

	 	III.	SHARE ESCROW/LEGENDS 


Unvested shares may, in the Plan Administrator’s discretion, be held in escrow by the Corporation until the Participant’s
interest in such shares vests or may be issued directly to the Participant with restrictive legends on the certificates evidencing those unvested shares. 
  

	 	IV.	EFFECTIVE DATE AND TERM OF THE PLAN 

 A. The Plan shall become effective on the Plan Effective Date. 
 B. The Plan shall
terminate upon the earliest to occur of (i) October 25, 2020, (ii) the date on which all shares available for issuance under the Plan shall have been issued as fully vested shares or (iii) the termination of all
outstanding Awards in connection with a Change in Control. Should the Plan terminate on October 25, 2020, then all Awards outstanding at that time shall continue to have force and effect in accordance with the provisions of the documents
evidencing those Awards. 
  

	 	V.	AMENDMENT OF THE PLAN 

 A.
The Board shall have complete and exclusive power and authority to amend or modify the Plan in any or all respects, subject to stockholder approval to the extent required under applicable law or regulation or pursuant to the listing standards of the
Stock Exchange on which the Common Stock is at the time primarily traded. However, no such amendment or modification shall adversely affect the rights and obligations with respect to Awards at the time outstanding under the Plan unless the
Participant consents to such amendment or modification. 

  
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 B. The Compensation
Committee shall have the discretionary authority to adopt and implement from time to time such addenda or subplans to the Plan as it may deem necessary in order to bring the Plan into compliance with applicable laws and regulations of any foreign
jurisdictions in which Awards are to be made under the Plan and/or to obtain favorable tax treatment in those foreign jurisdictions for the individuals to whom the Awards are made. 

C. Awards may be made under the Plan that involve shares of Common Stock in excess of the number of shares then available for issuance
under the Plan, provided no shares shall actually be issued pursuant to those Awards until the number of shares of Common Stock available for issuance under the Plan is sufficiently increased by stockholder approval of an amendment of the Plan
authorizing such increase. If such stockholder approval is not obtained within twelve (12) months after the date the first excess Award is made, then all Awards granted on the basis of such excess shares shall terminate and cease to be
outstanding. 
  

	 	VI.	USE OF PROCEEDS 

 Any cash
proceeds received by the Corporation from the sale of shares of Common Stock under the Plan shall be used for general corporate purposes. 
  

	 	VII.	REGULATORY APPROVALS 

 A.
The implementation of the Plan, the granting of any Award under the Plan and the issuance of any shares of Common Stock in connection with the issuance, exercise, vesting or settlement of any Award under the Plan shall be subject to the
Corporation’s procurement of all approvals and permits required by regulatory authorities having jurisdiction over the Plan, the Awards made under the Plan and the shares of Common Stock issuable pursuant to those Awards. 

B. No shares of Common Stock or other assets shall be issued or delivered under the Plan unless and until there shall have been
compliance with all applicable requirements of applicable securities laws, including the filing and effectiveness of the Form S-8 registration statement for the shares of Common Stock issuable under the Plan, and all applicable listing requirements
of any Stock Exchange on which Common Stock is then listed for trading. 
  

	 	VIII.	NO EMPLOYMENT/SERVICE RIGHTS 

 Nothing in the Plan shall confer upon the Participant any right to continue in Service for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Corporation
(or any Parent or Subsidiary employing or retaining such person) or of the Participant, which rights are hereby expressly reserved by each, to terminate such person’s Service at any time for any reason, with or without cause. 

  
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 APPENDIX 

The following definitions shall be in effect under the Plan: 
 A. Award shall mean any of the following awards authorized for issuance or grant under the Plan: options, stock appreciation rights, stock awards, restricted stock units and performance
units. 
 B. Award Agreement shall mean the written agreement(s) between the Corporation and the Participant
evidencing a particular Award made to that individual under the Plan, as such agreement(s) may be in effect from time to time. 

C. Board shall mean the Corporation’s Board of Directors. 

D. Change in Control shall, with respect to each Award made under the Plan, be defined in accordance with the following
provisions: 
 1. Change in Control shall have the meaning assigned to such term in the Award Agreement for the
particular Award or in any other agreement incorporated by reference into the Award Agreement for purposes of defining such term. 
 2. In the absence of any other Change in Control definition in the Award Agreement (or in any other agreement incorporated by reference into the Award Agreement), Change in Control shall mean a change in
ownership or control of the Corporation effected through any of the following transactions: 
 (a) a merger, consolidation or
other reorganization approved by the Corporation’s stockholders, unless securities representing more than fifty percent (50%) of the total combined voting power of the voting securities of the successor corporation are immediately
thereafter beneficially owned, directly or indirectly and in substantially the same proportion, by the persons who beneficially owned the Corporation’s outstanding voting securities immediately prior to such transaction, 

(b) a sale, transfer or other disposition of all or substantially all of the Corporation’s assets, or 

(c) the closing of any transaction or series of related transactions pursuant to which any person or any group of persons comprising a
“group” within the meaning of Rule 13d-5(b)(1) of the 1934 Act (other than the Corporation or a person that, prior to such transaction or series of related transactions, directly or indirectly controls, is controlled by or is under
common control with, the Corporation) becomes directly or indirectly (whether as a result of a single acquisition or by reason of one or more acquisitions within the twelve (12)-month period ending with the most recent acquisition) the beneficial
owner (within the meaning of Rule 13d-3 of the 1934 Act) of securities possessing (or convertible into or exercisable for securities possessing) fifty percent (50%) or more of the total combined voting power of the Corporation’s
securities (as measured in terms of the power to vote with respect to the election of Board members) outstanding immediately after the consummation of such 

  
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transaction or series of related transactions, whether such transaction involves a direct issuance from the Corporation or the acquisition of outstanding securities held by one or more of the
Corporation’s existing stockholders. 
 (d) a change in the composition of the Board over a period of twelve
(12) consecutive months or less such that a majority of the Board members ceases, by reason of one or more contested elections for Board membership, to be comprised of individuals who either (A) have been Board members continuously since
the beginning of such period or (B) have been elected or nominated for election as Board members during such period by at least a majority of the Board members described in clause (A) who were still in office at the time the Board approved
such election or nomination. 
 E. Code shall mean the Internal Revenue Code of 1986, as amended. 

F. Common Stock shall mean the Corporation’s Common Stock. 

G. Compensation Committee shall mean the Compensation Committee of the Board comprised of two (2) or more non-employee
Board members. 
 H. Corporation shall mean Masergy Communications, Inc., a Delaware corporation, and any
corporate successor to all or substantially all of the assets or voting stock of Masergy Communications, Inc. which has by appropriate action assumed the Plan. 
 I. Employee shall mean an individual who is in the employ of the Corporation (or any Parent or Subsidiary, whether now existing or subsequently established), subject to the control and
direction of the employer entity as to both the work to be performed and the manner and method of performance. 
 J.
Exercise Date shall mean the date on which the Corporation shall have received written notice of the option exercise. 
 K. Fair Market Value per share of Common Stock on any relevant date shall be determined in accordance with the following provisions: 

(i) If the Common stock is at the time traded on a Stock Exchange, then the Fair Market Value shall be the closing selling price per
share of Common Stock at the close of regular hours trading (i.e., before after-hours trading begins) on date on question on the Stock Exchange serving as the primary market for the Common Stock, as such price is reported by the National Association
of Securities Dealers (if primarily traded on the Nasdaq Global or Global Select Market) or as officially quoted in the composite tape of transactions on any other Stock Exchange on which the Common Stock is then primarily traded. If there is no
closing selling price for the Common Stock on the date in question, then the Fair Market Value shall be the closing selling price on the last preceding date for which such quotation exists. 

(ii) For purposes of option grants made on the Underwriting Date, the Fair Market Value shall be deemed to be equal to the established
initial 

  
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public offering price per share. For purposes of option grants made prior to such date, the Fair Market Value shall be determined by the Plan Administrator through the reasonable application of a
reasonable valuation method that takes into account the applicable valuation factors set forth in the Treasury Regulations issued under Section 409A of the Code; provided, however, that with respect to an Incentive Option, such Fair Market
Value shall be determined in accordance with the standards of Section 422 of the Code and the applicable Treasury Regulations thereunder. 
 L. Family Member shall mean, with respect to a particular Participant, any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew,
mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law. 
 M. Good Reason
shall, with respect to each Award made under the Plan, be defined in accordance with the following provisions: 

1. Good Reason shall have the meaning assigned to such term in the Award Agreement for the particular Award or in any
other agreement incorporated by reference into the Award Agreement for purposes of defining such term. 
 2. In
the absence of any other Good Reason definition in the Award Agreement (or in any other agreement incorporated by reference into the Award Agreement), Good Reason shall mean an individual’s voluntary resignation following (A) a change in
his or her position with the Corporation (or any Parent or Subsidiary) which materially reduces his or her duties, responsibilities or authority, (B) a material diminution in the duties, responsibilities or authority of the person to whom such
individual reports, (C) a material reduction in such individual’s level of base compensation, with a reduction of more than fifteen percent (15%) to be deemed material for such purpose, or (D) a material relocation of such
individual’s place of employment, with a relocation of more than fifty (50) miles to be deemed material for such purpose, provided, however, that a resignation for Good Reason may be effected only after (i) the
individual provides written notice to the Corporation of the event or transaction constituting grounds for such resignation within sixty (60) days after the occurrence of that event or transaction and (ii) the Corporation fails to take the
requisite remedial action with respect to such event or transaction within thirty (30) days after receipt of such notice. 

N. Incentive Option shall mean an option which satisfies the requirements of Code Section 422. 

O. Involuntary Termination shall, with respect to each Award made under the Plan, be defined in accordance with the
following provisions: 
 1. Involuntary Termination shall have the meaning assigned to such term in the Award
Agreement for the particular Award or in any other agreement incorporated by reference into the Award Agreement for purposes of defining such term. 

  
 A-1










 2. In the absence of any other Involuntary Termination definition in the
Award Agreement (or in any other agreement incorporated by reference into the Award Agreement), Involuntary Termination shall mean such individual’s involuntary dismissal or discharge by the Corporation (or any Parent or Subsidiary) for reasons
other than Misconduct, or such individual’s voluntary resignation for Good Reason. 
 P. Misconduct shall,
with respect to each Award made under the Plan, be defined in accordance with the following provisions: 
 1.
Misconduct shall have the meaning assigned to such term in the Award Agreement for the particular Award or in any other agreement incorporated by reference into the Award Agreement for purposes of defining such term. 

2. In the absence of any other Misconduct definition in the Award Agreement for a particular Award (or in any other
agreement incorporated by reference into the Award Agreement), Misconduct shall mean the commission of any act of fraud, embezzlement or dishonesty by the Participant, any unauthorized use or disclosure by such person of confidential information or
trade secrets of the Corporation (or any Parent or Subsidiary), or any other intentional misconduct by such person adversely affecting the business or affairs of the Corporation (or any Parent or Subsidiary) in a material manner. The foregoing
definition shall not in any way preclude or restrict the right of the Corporation (or any Parent or Subsidiary) to discharge or dismiss any Participant or other person in the Service of the Corporation (or any Parent or Subsidiary) for any other
acts or omissions, but such other acts or omissions shall not be deemed, for purposes of the Plan, to constitute grounds for termination for Misconduct. 
 Q. 1934 Act shall mean the Securities Exchange Act of 1934, as amended. 
 R. Non-Statutory Option shall mean an option not intended to satisfy the requirements of Code Section 422. 
 S. Parent shall mean any corporation (other than the Corporation) in an unbroken chain of corporations ending with the Corporation, provided each corporation in the unbroken chain (other
than the Corporation) owns, at the time of the determination, stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. 

T. Participant shall mean any person who is granted an Award under the Plan. 

U. Permanent Disability shall mean the inability of the Participant to engage in any substantial gainful activity by reason
of any medically determinable physical or mental impairment expected to result in death or to be of continuous duration of twelve (12) months or more. 

  
 A-2










 V. Plan shall mean the Corporation’s 2010 Incentive Compensation Plan, as
set forth in this document. 
 W. Plan Administrator shall mean the particular entity, whether the Compensation
Committee, the Board or the Secondary Board Committee authorized to administer the Plan with respect to one or more classes of eligible persons, to the extent such entity is carrying out its administrative functions under the Plan with respect to
the persons under its jurisdiction. 
 X. Plan Effective Date shall mean the date upon which the Plan was approved
by the Board. 
 Y. Predecessor Plan shall mean the Corporation’s 2001 Stock Option/Stock Issuance Plan in
effect immediately prior to the Plan Effective Date hereunder. 
 Z. Secondary Board Committee shall mean a
committee of one or more Board members appointed by the Board to administer the Plan with respect to eligible persons other than Section 16 Insiders. 
 AA. Section 16 Insider shall mean an officer or director of the Corporation subject to the short-swing profit liabilities of Section 16 of the 1934 Act. 

BB. Service shall, with respect to each Award made under the Plan, be defined in accordance with the following provisions:

 1. Service shall have the meaning assigned to such term in the Award Agreement for the particular Award or in
any other agreement incorporated by reference into the Award Agreement for purposes of defining such term. 
 2.
In the absence of any other definition of Service in the Award Agreement for a particular Award (or in any other agreement incorporated by reference into the Award Agreement), Service shall mean the performance of services for the Corporation (or
any Parent or Subsidiary, whether now existing or subsequently established) by a person in the capacity of an Employee, a non-employee member of the board of directors or a consultant or independent advisor, except to the extent otherwise
specifically provided in the documents evidencing the option grant or stock issuance. For purposes of this particular definition of Service, a Participant shall be deemed to cease Service immediately upon the occurrence of the either of the
following events: (i) the Participant no longer performs services in any of the foregoing capacities for the Corporation or any Parent or Subsidiary or (ii) the entity for which the Participant is performing such services ceases to remain
a Parent or Subsidiary of the Corporation, even though the Participant may subsequently continue to perform services for that entity. 
 3. Service shall not be deemed to cease during a period of military leave, sick leave or other personal leave approved by the Corporation; provided, however, that should such leave of
absence exceed three (3) months, then for purposes of determining the period within which an Incentive Option may be exercised as such under 

  
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the federal tax laws, the Participant’s Service shall be deemed to cease on the first day immediately following the expiration of such three (3)-month period, unless Participant is provided
with the right to return to Service following such leave either by statute or by written contract. Except to the extent otherwise required by law or expressly authorized by the Plan Administrator or by the Corporation’s written policy on leaves
of absence, no Service credit shall be given for vesting purposes for any period the Participant is on a leave of absence. 

CC. Stock Exchange shall mean the American Stock Exchange, the Nasdaq Global or Global Select Market or the New York Stock
Exchange. 
 DD. Subsidiary shall mean any corporation (other than the Corporation) in an unbroken chain of
corporations beginning with the Corporation, provided each corporation (other than the last corporation) in the unbroken chain owns, at the time of the determination, stock possessing fifty percent (50%) or more of the total combined voting
power of all classes of stock in one of the other corporations in such chain. 
 EE. 10% Stockholder shall mean
the owner of stock (as determined under Code Section 424(d)) possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Corporation (or any Parent or Subsidiary). 

FF. Underwriting Agreement shall mean the agreement between the Corporation and the underwriter or underwriters managing
the initial public offering of the Common Stock. 
 GG. Underwriting Date shall mean the date on which the
Underwriting Agreement is executed and priced in connection with the initial public offering of the Common Stock. 
 HH.
Withholding Taxes shall mean the applicable federal, state and foreign income and employment withholding taxes and other payments to which the holder of an Award under the Plan may become subject in connection with the issuance,
exercise, vesting or settlement of that Award. 

  
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