**Exhibit 10.34**

**REACHLOCAL, INC. AMENDED AND RESTATED**

**2008 STOCK INCENTIVE PLAN**

**ARTICLE 1.**

**PURPOSE**

The purpose of the ReachLocal, Inc. Amended and Restated StockIncentive Plan (the “Plan”) is to promote the success and enhance the value of ReachLocal, Inc. (the “Company”) by linking the personal interests of the members of the Board, Employees, and Consultants to those ofCompany stockholders and by providing such individuals with an incentive for outstanding performance to generate superior returns to Company stockholders. The Plan is further intended to provide flexibility to the Company in its ability to motivate,attract, and retain the services of members of the Board, Employees, and Consultants upon whose judgment, interest, and special effort the successful conduct of the Company’s operation is largely dependent. The Plan amends and restates in itsentirety the ReachLocal, Inc. 2008 Stock Incentive Plan (the “Original Plan”). 

**ARTICLE 2.**

**DEFINITIONS AND CONSTRUCTION**

Wherever the following terms are used in the Plan they shall have the meanings specified below, unless the context clearly indicates otherwise. The singular pronoun shall include the plural where thecontext so indicates. 

2.1 “Administrator” shall mean the entity that conducts the general administration ofthe Plan as provided in Article 12. With reference to the duties of the Committee under the Plan which have been delegated to one or more persons pursuant to Section 12.6, or as to which the Board has assumed, the term “Administrator”shall refer to such person(s) unless the Committee or the Board has revoked such delegation or the Board has terminated the assumption of such duties. 

2.2 “Affiliate” shall mean an “affiliate” as defined in the Securities Act. 

2.3 “Award” shall mean an Option, a Restricted Stock award, a Restricted Stock Unit award, a Performance Award, a Dividend Equivalents award, a Deferred Stock award, a Stock Payment awardor a Stock Appreciation Right, which may be awarded or granted under the Plan (collectively, “Awards”). 

2.4“Award Agreement” shall mean any written notice, agreement, terms and conditions, contract or other instrument or document evidencing an Award, including through electronic medium, which shall contain such terms and conditions withrespect to an Award as the Administrator shall determine consistent with the Plan. 

2.5 “Award Limit” shallmean with respect to Awards that shall be payable in shares of Common Stock or in cash, as the case may be, the respective limit set forth in Section 3.3. 

2.6 “Board” shall mean the Board of Directors of the Company. 

2.7 “Change in Control” shall mean and includes each of the following: 

(a) A transaction or series of transactions (other than an offering of Common Stock to the general public through a registrationstatement filed with the Securities and Exchange Commission) whereby any “person” or related “group” of “persons” (as such terms are used in Sections 13(d) and 14(d)(2) of the Exchange Act) (other than the Company, anyof its Subsidiaries, VantagePoint Venture Partners or any of its Affiliates, an employee benefit plan maintained by the Company or any of its Subsidiaries or a “person” that, prior to such transaction, directly or indirectly controls, iscontrolled by, or is under common control with, the Company) directly or indirectly acquires beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of securities of the Company possessing more than 40% of the total combinedvoting power of the Company’s securities outstanding immediately after such acquisition; or 

(b) During any period of twoconsecutive years, individuals who, at the beginning of such period, constitute the Board together with any new director(s) (other than a director designated by a person who shall have entered into an agreement with the Company to effect atransaction described in Section 2.7(a) or Section 2.7(c)) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the directors then still in office whoeither were directors at the beginning of the two-year period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof; or 

(c) The consummation by the Company (whether directly involving the Company or indirectly involving the Company through one or moreintermediaries) of (x) a merger, consolidation, reorganization, or business combination or (y) a sale or other disposition of all or substantially all of the Company’s assets in any single transaction or series of related transactionsor (z) the acquisition of assets or stock of another entity, in each case other than a transaction: 

(i) Which resultsin the Company’s voting securities outstanding immediately before the transaction continuing to represent (either by remaining outstanding or by being converted into voting securities of the Company or the person that, as a result of thetransaction, controls, directly or indirectly, the Company or owns, directly or indirectly, all or substantially all of the Company’s assets or otherwise succeeds to the business of the Company (the Company or such person, the“Successor Entity”)) directly or indirectly, at least a majority of the combined voting power of the Successor Entity’s outstanding voting securities immediately after the transaction, and 

(ii) After which no person or group beneficially owns voting securities representing 40% or more of the combined voting power of theSuccessor Entity; provided, however**, that no person or group shall be treated for purposes of this Section 2.7(c)(ii) as beneficially owning 40% or more of combined voting power of the Successor Entity solely as a result ofthe voting power held in the Company prior to the consummation of the transaction; or 

 
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(d) The Company’s stockholders approve a liquidation or dissolution of the Company.

In addition, if a Change in Control constitutes a payment event with respect to any Award which provides for the deferral of compensation andis subject to Section 409A of the Code, the transaction or event described in subsection (a), (b), (c) or (d) with respect to such Award must also constitute a “change in control event,” as defined in Treasury RegulationSection 1.409A-3(i)(5) to the extent required by Section 409A. 

The Committee shall have full and final authority, which shall beexercised in its discretion, to determine conclusively whether a Change in Control of the Company has occurred pursuant to the above definition, and the date of the occurrence of such Change in Control and any incidental matters relating thereto.

2.8 “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time. 

2.9 “Committee” shall mean the Compensation Committee of the Board, or another committee or subcommittee of the Board,appointed as provided in Section 12.1. 

2.10 “Common Stock” shall mean the common stock of the Company.

2.11 “Company” shall mean ReachLocal, Inc., a Delaware corporation. 

2.12 “Consultant” shall mean any consultant or adviser engaged to provide services to the Company or any Subsidiary thatqualifies as a consultant under the applicable rules of the Securities and Exchange Commission for registration of shares on a Form S-8 Registration Statement or, prior to the Public Trading Date, under Rule 701 of the Securities Act. 

2.13 “Covered Employee” shall mean any Employee who is, or could be, a “covered employee” within the meaningof Section 162(m) of the Code. 

2.14 “Deferred Stock” shall mean a right to receive Common Stock awardedunder Section 9.4. 

2.15 “Director” shall mean a member of the Board, as constituted from time to time.

2.16 “Disability” shall mean a Holder’s total and permanent disability within the meaning ofSection 22(e)(3) of the Code. 

2.17 “Dividend Equivalent” shall mean a right to receive the equivalentvalue (in cash or Common Stock) of dividends paid on Common Stock, awarded under Section 9.2. 

2.18“DRO” shall mean a domestic relations order as defined by the Code or Title I of the Employee Retirement Income Security Act of 1974, as amended from time to time, or the rules thereunder. 

 
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2.19 “Effective Date” shall mean the date on which the Original Plan wasadopted by the Board. 

2.20 “Eligible Individual” shall mean any person who is an Employee, a Consultant or aNon-Employee Director, as determined by the Committee. 

2.21 “Employee” shall mean any officer or otheremployee (as determined in accordance with Section 3401(c) of the Code and the Treasury Regulations thereunder) of the Company or of any Subsidiary. 

2.22 “Equity Restructuring” shall mean a nonreciprocal transaction between the Company and its stockholders, such as a stock dividend, stock split, spin-off, rights offering orrecapitalization through a large, nonrecurring cash dividend, that affects the number or kind of shares of Common Stock (or other securities of the Company) or the share price of Common Stock (or other securities) and causes a change in the pershare value of the Common Stock underlying outstanding Awards. 

2.23 “Exchange Act” shall mean the SecuritiesExchange Act of 1934, as amended from time to time. 

2.24 “Fair Market Value” shall mean, as of any givendate, the value of a share of Common Stock determined as follows: 

(a) If the Common Stock is listed on any established stockexchange (such as the New York Stock Exchange, the NASDAQ Global Market and the NASDAQ Global Select Market) or national market system, its Fair Market Value shall be the closing sales price for a share of Common Stock as quoted on such exchange orsystem for such date or, if there is no closing sales price for a share of Common Stock on the date in question, the closing sales price for a share of Common Stock on the last preceding date for which such quotation exists, as reported in *TheWall Street Journal* or such other source as the Administrator deems reliable; 

(b) If the Common Stock is not listed on anestablished stock exchange or national market system, but the Common Stock is regularly quoted by a recognized securities dealer, its Fair Market Value shall be the mean of the high bid and low asked prices for such date or, if there are no high bidand low asked prices for a share of Common Stock on such date, the high bid and low asked prices for a share of Common Stock on the last preceding date for which such information exists, as reported in *The Wall Street Journal* or such othersource as the Administrator deems reliable; or 

(c) If the Common Stock is neither listed on an established stock exchange ora national market system nor regularly quoted by a recognized securities dealer, its Fair Market Value shall be the fair market value of the Common Stock established by the Administrator in good faith and in accordance with generally acceptedvaluation principles. 

2.25 “Greater Than 10% Stockholder” shall mean an individual then owning (within themeaning of Section 424(d) of the Code) more than 10% of the total combined voting power of all classes of stock of the Company or any subsidiary corporation (as defined in Section 424(f) of the Code) or parent corporation thereof (asdefined in Section 424(e) of the Code). 

 
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2.26 “Holder” shall mean a person who has been granted an Award.

2.27 “Incentive Stock Option” shall mean an Option that is intended to qualify as an incentive stock optionand conforms to the applicable provisions of Section 422 of the Code. 

2.28 “Non-Employee Director”shall mean a Director of the Company who is not an Employee. 

2.29 “Non-Qualified Stock Option” shall mean anOption that is not an Incentive Stock Option. 

2.30 “Option” shall mean a right to purchase shares of CommonStock at a specified exercise price, granted under Article 6. An Option shall be either a Non-Qualified Stock Option or an Incentive Stock Option; provided, however, that Options granted to Non-Employee Directors andConsultants shall be Non-Qualified Stock Options. 

2.31 “Performance Award” shall mean a cash bonus award,stock bonus award, performance award or incentive award that is paid in cash, Common Stock or a combination of both, awarded under Section 9.1. 

2.32 “Performance-Based Compensation” shall mean any compensation that is intended to qualify as “performance-based compensation” as described in Section 162(m)(4)(C) ofthe Code. 

2.33 “Performance Criteria” shall mean the criteria (and adjustments) that the Committee selectsfor an Award for purposes of establishing the Performance Goal or Performance Goals for a Performance Period, determined as follows: 

(a) The Performance Criteria that shall be used to establish Performance Goals are limited to the following: (i) net earnings or loss (either before or after one or more of the following:(A) interest, (B) taxes, (C) depreciation and (D) amortization); (ii) adjusted earnings or loss (either before or after one or more of the following: (A) interest, (B) taxes, (C) depreciation and(D) amortization); (iii) gross or net sales or revenue; (iv) net income or loss (either before or after taxes); (v) adjusted net income; (vi) operating earnings or profit; (vii) cash flow (including, but not limited to,operating cash flow and free cash flow); (viii) return on assets; (ix) return on capital; (x) return on stockholders’ equity; (xi) total stockholder return; (xii) return on sales; (xiii) gross or net profit oroperating margin; (xiv) costs; (xv) funds from operations; (xvi) expenses; (xvii) working capital; (xviii) earnings per share; (xix) adjusted earnings per share; (xx) price per share of Common Stock;(xxi) implementation or completion of critical projects; (xxii) market share; (xxiii) economic value; (xxiv) comparisons with various stock market indices; (xxv) debt reduction; (xxvi) shareholder equity;(xxvii) operating efficiency; (xxviii) customer satisfaction and/or growth; (xxix) employee satisfaction; (xxx) research and development achievements; (xxxi) financial ratios; (xxxii) financing and other capital raisingtransactions; (xxxiii) implementation, completion or attainment of measurable objectives; (xxxiv) recruiting and maintaining personnel; and (xxxv) year-end cash, any of which may be measured either in absolute terms or as compared toany incremental increase or decrease or as compared to results of a peer group or to market performance indicators or indices. 

 
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(b) The Administrator may, in its sole discretion, provide that one or more objectivelydeterminable adjustments shall be made to one or more of the Performance Goals. Such adjustments may include one or more of the following: (i) items related to a change in accounting principle; (ii) items relating to financing activities;(iii) expenses for restructuring or productivity initiatives; (iv) other non-operating items; (v) items related to acquisitions; (vi) items attributable to the business operations of any entity acquired by the Company during thePerformance Period; (vii) items related to the disposal of a business or segment of a business; (viii) items related to discontinued operations that do not qualify as a segment of a business under United States generally acceptedaccounting principles (“GAAP”); (ix) items attributable to any stock dividend, stock split, combination or exchange of shares occurring during the Performance Period; or (x) any other items of significant income or expensewhich are determined to be appropriate adjustments; (xi) items relating to unusual or extraordinary corporate transactions, events or developments, (xii) items related to amortization of acquired intangible assets; (xiii) items thatare outside the scope of the Company’s core, on-going business activities; or (xiv) items relating to any other unusual or nonrecurring events or changes in applicable laws, accounting principles or business conditions. For all Awardsintended to qualify as Performance-Based Compensation, such determinations shall be made within the time prescribed by, and otherwise in compliance with, Section 162(m) of the Code. 

2.34 “Performance Goals” shall mean, for a Performance Period, one or more goals established in writing by theAdministrator for the Performance Period based upon one or more Performance Criteria. Depending on the Performance Criteria used to establish such Performance Goals, the Performance Goals may be expressed in terms of overall Company performance orthe performance of a division, business unit, or an individual. The achievement of each Performance Goal shall be determined in accordance with GAAP to the extent applicable. 

2.35 “Performance Period” shall mean one or more periods of time, which may be of varying and overlapping durations, as the Administrator may select, over which the attainment of one ormore Performance Goals will be measured for the purpose of determining a Holder’s right to, and the payment of, a Performance Award. 

2.36 “Plan” shall mean this ReachLocal, Inc. Amended and Restated 2008 Stock Incentive Plan, as it may be amended or restated from time to time. 

2.37 “Public Trading Date” shall mean the first date upon which Common Stock is listed (or approved for listing) uponnotice of issuance on any securities exchange or designated (or approved for designation) upon notice of issuance as a national market security on an interdealer quotation system. 

2.38 “Restricted Stock” shall mean Common Stock awarded under Article 8 or acquired pursuant to the exercise of anunvested Option in accordance with Section 6.8, in each case that is subject to certain restrictions and may be subject to risk of forfeiture or repurchase. 

2.39 “Restricted Stock Units” shall mean the right to receive cash, shares of Common Stock, or both, as awarded under Section 9.5. 

 
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2.40 “Securities Act” shall mean the Securities Act of 1933, as amended.

2.41 “Shares” shall mean shares of Common Stock. 

2.42 “Stock Appreciation Right” shall mean a stock appreciation right granted under Article 10. 

2.43 “Stock Payment” shall mean (a) a payment in the form of shares of Common Stock, or (b) an option or otherright to purchase shares of Common Stock, as part of a bonus, deferred compensation or other arrangement, awarded under Section 9.3. 

2.44 “Subsidiary” means any entity (other than the Company), whether domestic or foreign, in an unbroken chain of entities beginning with the Company if each of the entities other thanthe last entity in the unbroken chain beneficially owns, at the time of the determination, securities or interests representing more than fifty percent (50%) of the total combined voting power of all classes of securities or interests in one ofthe other entities in such chain. 

2.45 “Substitute Award” shall mean an Award granted under the Plan uponthe assumption of, or in substitution for, outstanding equity awards previously granted by a company or other entity in connection with a corporate transaction, such as a merger, combination, consolidation or acquisition of property or stock;provided, however, that in no event shall the term “Substitute Award” be construed to refer to an award made in connection with the cancellation and repricing of an Option or Stock Appreciation Right. 

2.46 “Termination of Service” shall mean, 

(a) As to a Consultant, the time when the engagement of a Holder as a Consultant to the Company or a Subsidiary is terminated for any reason, with or without cause, including, without limitation, byresignation, discharge, death or retirement, but excluding terminations where the Consultant simultaneously commences or remains in employment or service with the Company or any Subsidiary. 

(b) As to a Non-Employee Director, the time when a Holder who is a Non-Employee Director ceases to be a Director for any reason,including, without limitation, a termination by resignation, failure to be elected, death or retirement, but excluding terminations where the Holder simultaneously commences or remains in employment or service with the Company or any Subsidiary.

(c) As to an Employee, the time when the employee-employer relationship between a Holder and the Company or any Subsidiary isterminated for any reason, including, without limitation, a termination by resignation, discharge, death, disability or retirement; but excluding terminations where the Holder simultaneously commences or remains in employment or service with theCompany or any Subsidiary. 

The Administrator, in its sole discretion, shall determine the effect of all matters and questionsrelating to Terminations of Service, including, without limitation, the question of whether a Termination of Service resulted from a discharge for cause and all questions of 

 
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whether particular leaves of absence constitute a Termination of Service; provided, however, that, with respect to Incentive Stock Options, unless the Administrator otherwiseprovides in the terms of the Award Agreement or otherwise, a leave of absence, change in status from an employee to an independent contractor or other change in the employee-employer relationship shall constitute a Termination of Service only if,and to the extent that, such leave of absence, change in status or other change interrupts employment for the purposes of Section 422(a)(2) of the Code and the then applicable regulations and revenue rulings under said Section. For purposes ofthe Plan, a Holder’s employee-employer relationship or consultancy relationship shall be deemed to be terminated in the event that the Subsidiary employing or contracting with such Holder ceases to remain a Subsidiary following any merger, saleof stock or other corporate transaction or event (including, without limitation, a spin-off). 

2.47 “2004Plan” shall mean the ReachLocal, Inc. 2004 Stock Plan. 

**ARTICLE 3.**

**SHARES SUBJECT TO THE PLAN**

3.1 Number of Shares. 

(a) Subject to Section 13.2 andSection 3.1(b) the aggregate number of shares of Common Stock which may be issued or transferred pursuant to Awards under the Plan shall be equal to the sum of (x) 5,471,350, (y) any shares of Common Stock subject to awardsoutstanding under the 2004 Stock Plan as of the Effective Date which, on or after the Effective Date, terminate, expire, or lapse for any reason without the delivery of shares to the holder thereof; and (z) an annual increase on the first dayof each calendar year beginning in 2011 and ending in 2018, equal to the lesser of (A) 2,500,000 shares, (B) four and one-half percent (4.5%) of the shares of Common Stock outstanding (on an as converted basis, assuming the conversionof all shares of preferred stock, but excluding shares issuable upon the exercise or payment of stock options, warrants and other equity awards with respect to which shares have not actually been issued) on the last day of the immediately precedingfiscal year and (C) such smaller number of Shares as determined by the Board. In order that the applicable regulations under the Code relating to Incentive Stock Options be satisfied, the maximum number of shares of Common Stock that may bedelivered under the Plan upon the exercise of Incentive Stock Options shall be that number of shares specified in Section 3.1(a)(x) above. 

(b) To the extent that an Award terminates, expires, or lapses for any reason, or an Award is settled in cash without the delivery of shares to the Holder, then any shares of Common Stock subject to theAward shall again be available for the grant of an Award pursuant to the Plan. Any Shares tendered or withheld to satisfy the grant or exercise price or tax withholding obligation pursuant to any Award shall be counted against the number of Sharesavailable under the Plan and shall not be available for future grants of Awards. Any shares of Common Stock forfeited or repurchased by the Company under Section 8.4 at the same price paid by the Holder so that such shares are returned to theCompany will again be available for Awards. For purposes of number of Shares available under Section 3.1(a), Shares subject to 

 
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Stock Appreciation Rights shall be counted as one share delivered for each Stock Appreciation Right awarded, regardless of the number of Shares actually delivered upon exercise of the StockAppreciation Right. To the extent permitted by applicable law or any exchange rule, shares of Common Stock issued in assumption of, or in substitution for, any outstanding awards of any entity acquired in any form of combination by the Company orany Subsidiary shall not be counted against shares of Common Stock available for grant pursuant to the Plan. The payment of Dividend Equivalents in cash in conjunction with any outstanding Awards shall not be counted against the shares available forissuance under the Plan. Notwithstanding the provisions of this Section 3.1(b), no shares of Common Stock may again be optioned, granted or awarded if such action would cause an Incentive Stock Option to fail to qualify as an incentive stockoption under Section 422 of the Code. 

(c) Substitute Awards shall not reduce the Shares authorized for grant under thePlan. Additionally, in the event that a company acquired by the Company or any Subsidiary or with which the Company or any Subsidiary combines has shares available under a pre-existing plan approved by stockholders and not adopted in contemplationof such acquisition or combination, the shares available for grant pursuant to the terms of such pre-existing plan (as adjusted, to the extent appropriate, using the exchange ratio or other adjustment or valuation ratio or formula used in suchacquisition or combination to determine the consideration payable to the holders of common stock of the entities party to such acquisition or combination) may be used for Awards under the Plan and shall not reduce the Shares authorized for grantunder the Plan; provided that Awards using such available shares shall not be made after the date awards or grants could have been made under the terms of the pre-existing plan, absent the acquisition or combination, and shall only be made toindividuals who were not employed by or providing services to the Company or its Subsidiaries immediately prior to such acquisition or combination 

3.2 Stock Distributed. Any Common Stock distributed pursuant to an Award may consist, in whole or in part, of authorized and unissued Common Stock, treasury Common Stock or Common Stock purchasedon the open market. 

3.3 Limitation on Number of Shares Subject to Awards. Notwithstanding any provision in the Plan tothe contrary, and subject to Section 13.2, the maximum aggregate number of shares of Common Stock with respect to one or more Awards that may be granted to any one person during any calendar year shall be 1,500,000 and the maximum aggregateamount of cash that may be paid in cash during any calendar year with respect to one or more Awards payable in cash shall be $2,000,000; provided, however, that the foregoing limitations shall not apply prior to the Public Trading Dateand, following the Public Trading Date, the foregoing limitations shall not apply until the earliest of: (a) the first material modification of the Plan (including any increase in the number of shares reserved for issuance under the Plan inaccordance with Section 3.1); (b) the issuance of all of the shares of Common Stock reserved for issuance under the Plan; (c) the expiration of the Plan; (d) the first meeting of stockholders at which members of the Board are tobe elected that occurs after the close of the third calendar year following the calendar year in which occurred the first registration of an equity security of the Company under Section 12 of the Exchange Act; or (e) such other daterequired by Section 162(m) of the Code and the rules and regulations promulgated thereunder. To the extent required by Section 162(m) of the Code, shares subject to Awards which are canceled shall continue to be counted against the AwardLimit. 

 
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**ARTICLE 4.**

**GRANTING OF AWARDS**

4.1 Participation. The Administrator may, fromtime to time, select from among all Eligible Individuals, those to whom an Award shall be granted and shall determine the nature and amount of each Award, which shall not be inconsistent with the requirements of the Plan. No Eligible Individualshall have any right to be granted an Award pursuant to the Plan. 

4.2 Award Agreement. Each Award shall be evidencedby an Award Agreement. Award Agreements evidencing Awards intended to qualify as Performance-Based Compensation shall contain such terms and conditions as may be necessary to meet the applicable provisions of Section 162(m) of the Code. AwardAgreements evidencing Incentive Stock Options shall contain such terms and conditions as may be necessary to meet the applicable provisions of Section 422 of the Code. 

4.3 Limitations Applicable to Section 16 Persons. Notwithstanding any other provision of the Plan, the Plan, and any Award granted or awarded to any individual who is then subject toSection 16 of the Exchange Act, shall be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including Rule 16b-3 of the Exchange Act and any amendments thereto) that arerequirements for the application of such exemptive rule. To the extent permitted by applicable law, the Plan and Awards granted or awarded hereunder shall be deemed amended to the extent necessary to conform to such applicable exemptive rule.

4.4 At-Will Employment. Nothing in the Plan or in any Award Agreement hereunder shall confer upon any Holder any rightto continue in the employ of, or as a Director or Consultant for, the Company or any Subsidiary, or shall interfere with or restrict in any way the rights of the Company and any Subsidiary, which rights are hereby expressly reserved, to dischargeany Holder at any time for any reason whatsoever, with or without cause, except to the extent expressly provided otherwise in a written agreement between the Holder and the Company or any Subsidiary. 

4.5 Foreign Holders. Notwithstanding any provision of the Plan to the contrary, in order to comply with the laws in othercountries in which the Company and its Subsidiaries operate or have Employees, Non-Employee Directors or Consultants, or in order to comply with the requirements of any foreign stock exchange, the Administrator, in its sole discretion, shall havethe power and authority to: (a) determine which Subsidiaries shall be covered by the Plan; (b) determine which Eligible Individuals outside the United States are eligible to participate in the Plan; (c) modify the terms and conditionsof any Award granted to Eligible Individuals outside the United States to comply with applicable foreign laws or listing requirements of any such foreign stock exchange; (d) establish subplans and modify exercise procedures and other terms andprocedures, to the extent such actions may be necessary or advisable (any such subplans and/or modifications shall be attached to the Plan as appendices); provided, however, that no such subplans and/or modifications shall increase theshare limitations contained in Sections 3.1 and 3.3; and (e) take any action, before or after an Award is made, that it deems advisable to obtain approval or comply with any necessary local

 
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governmental regulatory exemptions or approvals or listing requirements of any such foreign stock exchange. Notwithstanding the foregoing, the Administrator may not take any actions hereunder,and no Awards shall be granted, that would violate the Code, the Exchange Act, the Securities Act or any other securities law or governing statute or any other applicable law. 

4.6 Stand-Alone and Tandem Awards. Awards granted pursuant to the Plan may, in the sole discretion of the Administrator, be granted either alone, in addition to, or in tandem with, any other Awardgranted pursuant to the Plan. Awards granted in addition to or in tandem with other Awards may be granted either at the same time as or at a different time from the grant of such other Awards. 

**ARTICLE 5.**

**PROVISIONS APPLICABLE TO AWARDS INTENDED TO QUALIFY AS**

**PERFORMANCE-BASED COMPENSATION.**

5.1 Purpose. The Committee, in itssole discretion, may determine whether an Award is to qualify as Performance-Based Compensation. If the Committee, in its sole discretion, decides to grant such an Award to an Eligible Individual that is intended to qualify as Performance-BasedCompensation, then the provisions of this Article 5 shall control over any contrary provision contained in the Plan. The Administrator may in its sole discretion grant Awards to other Eligible Individuals that are based on Performance Criteria orPerformance Goals but that do not satisfy the requirements of this Article 5 and that are not intended to qualify as Performance-Based Compensation. Unless otherwise specified by the Administrator at the time of grant, the Performance Criteria withrespect to an Award intended to be Performance-Based Compensation payable to a Covered Employee shall be determined on the basis of GAAP. 

5.2 Applicability. The grant of an Award to an Eligible Individual for a particular Performance Period shall not require the grant of an Award to such Individual in any subsequent PerformancePeriod and the grant of an Award to any one Eligible Individual shall not require the grant of an Award to any other Eligible Individual in such period or in any other period. 

5.3 Types of Awards. Notwithstanding anything in the Plan to the contrary, the Committee may grant any Award to an Eligible Individual intended to qualify as Performance-Based Compensation,including, without limitation, Restricted Stock the restrictions with respect to which lapse upon the attainment of specified Performance Goals, and any performance or incentive Awards described in Article 9 that vest or become exercisable orpayable upon the attainment of one or more specified Performance Goals. 

5.4 Procedures with Respect to Performance-BasedAwards. To the extent necessary to comply with the requirements of Section 162(m)(4)(C) of the Code, with respect to any Award granted under Articles 7 or 8 to one or more Eligible Individuals and which is intended to qualify asPerformance-Based Compensation, no later than 90 days following the commencement of any Performance Period or any designated fiscal period or period of service (or such earlier time as may be required under Section 162(m) of the Code), theCommittee 

 
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shall, in writing, (a) designate one or more Holders, (b) select the Performance Criteria applicable to the Performance Period, (c) establish the Performance Goals, and amounts ofsuch Awards, as applicable, which may be earned for such Performance Period based on the Performance Criteria, and (d) specify the relationship between Performance Criteria and the Performance Goals and the amounts of such Awards, asapplicable, to be earned by each Covered Employee for such Performance Period. Following the completion of each Performance Period, the Committee shall certify in writing whether and the extent to which the applicable Performance Goals have beenachieved for such Performance Period. In determining the amount earned under such Awards, the Committee shall have the right to reduce or eliminate (but not to increase) the amount payable at a given level of performance to take into accountadditional factors that the Committee may deem relevant to the assessment of individual or corporate performance for the Performance Period. 

5.5 Payment of Performance-Based Awards. Unless otherwise provided in the applicable Award Agreement and only to the extent otherwise permitted by Section 162(m)(4)(C) of the Code, as to anAward that is intended to qualify as Performance-Based Compensation, the Holder must be employed by the Company or a Subsidiary throughout the Performance Period. Furthermore, a Holder shall be eligible to receive payment pursuant to such Awards fora Performance Period only if and to the extent the Performance Goals for such period are achieved. 

5.6 AdditionalLimitations. Notwithstanding any other provision of the Plan, any Award which is granted to an Eligible Individual and is intended to qualify as Performance-Based Compensation shall be subject to any additional limitations set forth inSection 162(m) of the Code or any regulations or rulings issued thereunder that are requirements for qualification as Performance-Based Compensation, and the Plan and the Award Agreement shall be deemed amended to the extent necessary toconform to such requirements. 

**ARTICLE 6.**

**GRANTING OF OPTIONS**

6.1 Granting of Options to EligibleIndividuals. The Administrator is authorized to grant Options to Eligible Individuals from time to time, in its sole discretion, on such terms and conditions as it may determine which shall not be inconsistent with the Plan. 

6.2 Qualification of Incentive Stock Options. No Incentive Stock Option shall be granted to any person who is not an Employee ofthe Company or any subsidiary corporation of the Company (as defined in Section 424(f) of the Code). No person who qualifies as a Greater Than 10% Stockholder may be granted an Incentive Stock Option unless such Incentive Stock Option conformsto the applicable provisions of Section 422 of the Code. Any Incentive Stock Option granted under the Plan may be modified by the Administrator, with the consent of the Holder, to disqualify such Option from treatment as an “incentivestock option” under Section 422 of the Code. To the extent that the aggregate fair market value of stock with respect to which “incentive stock options” (within the meaning of Section 422 of the Code, but without regard toSection 422(d) of the Code) are exercisable for the first time by a Holder during any calendar year under the Plan, and all other plans of the Company and any 

 
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Subsidiary or parent corporation thereof (as defined in Section 424(e) of the Code), exceeds $100,000, the Options shall be treated as Non-Qualified Stock Options to the extent required bySection 422 of the Code. The rule set forth in the preceding sentence shall be applied by taking Options and other “incentive stock options” into account in the order in which they were granted and the fair market value of stock shallbe determined as of the time the respective options were granted. 

6.3 Option Exercise Price. The exercise price pershare of Common Stock subject to each Option shall be set by the Administrator, but shall not be less than 100% of the Fair Market Value of a share of Common Stock on the date the Option is granted (or, as to Incentive Stock Options, on the date theOption is modified, extended or renewed for purposes of Section 424(h) of the Code). In addition, in the case of Incentive Stock Options granted to a Greater Than 10% Stockholder, such price shall not be less than 110% of the Fair Market Valueof a share of Common Stock on the date the Option is granted (or the date the Option is modified, extended or renewed for purposes of Section 424(h) of the Code). 

6.4 Option Term. The term of each Option shall be set by the Administrator in its sole discretion; provided, however, that the term shall not be more than ten (10) years from thedate the Option is granted, or five (5) years from the date an Incentive Stock Option is granted to a Greater Than 10% Stockholder. Subject to Sections 7.3, 7.4 and 7.5, the Administrator shall determine the time period, including the timeperiod following a Termination of Service, during which the Holder has the right to exercise the vested Options, which time period may not extend beyond the term of the Option term. Except as limited by the requirements of Section 409A orSection 422 of the Code and regulations and rulings thereunder, the Administrator may extend the term of any outstanding Option, and may extend the time period during which vested Options may be exercised, in connection with any Termination ofService of the Holder, and may amend any other term or condition of such Option relating to such a Termination of Service. 

6.5 Option Vesting. 

(a) The period during which the right to exercise, in whole or in part, an Option vests in the Holder shall be set by the Administrator and the Administrator may determine that an Option may not beexercised in whole or in part for a specified period after it is granted. Such vesting may be based on service with the Company or any Subsidiary, any of the Performance Criteria, or any other criteria selected by the Administrator. At any timeafter grant of an Option, the Administrator may, in its sole discretion and subject to whatever terms and conditions it selects, accelerate the period during which an Option vests. 

(b) No portion of an Option which is unexercisable at a Holder’s Termination of Service shall thereafter become exercisable, exceptas may be otherwise provided by the Administrator either in the Award Agreement or by action of the Administrator following the grant of the Option. 

6.6 Substitute Awards. Notwithstanding the foregoing provisions of this Article 6 to the contrary, in the case of an Option that is a Substitute Award, the price per share of the shares subject tosuch Option may be less than the Fair Market Value per share on the date of 

 
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grant, provided, that the excess of: (a) the aggregate Fair Market Value (as of the date such Substitute Award is granted) of the shares subject to the Substitute Award, over(b) the aggregate exercise price thereof does not exceed the excess of: (x) the aggregate fair market value (as of the time immediately preceding the transaction giving rise to the Substitute Award, such fair market value to be determinedby the Administrator) of the shares of the predecessor entity that were subject to the grant assumed or substituted for by the Company, over (y) the aggregate exercise price of such shares. 

6.7 Substitution of Stock Appreciation Rights. The Administrator may provide in the Award Agreement evidencing the grant of anOption that the Administrator, in its sole discretion, shall have the right to substitute a Stock Appreciation Right for such Option at any time prior to or upon exercise of such Option; provided**, that such Stock Appreciation Rightshall be exercisable with respect to the same number of shares of Common Stock for which such substituted Option would have been exercisable, and shall also have the same exercise price and remaining term as the substituted Option. 

6.8 Early Exercisability. The Administrator may provide in the terms of a Holder’s Option Agreement that the Holder may, atany time before the date of the Holder’s Termination of Service, exercise the Option in whole or in part prior to the full vesting of the Option; *provided*, that subject to Section 8.4 hereof, Shares acquired upon exercise of anOption which has not fully vested may be subject to any forfeiture, transfer or other restrictions as the Administrator may determine in its sole discretion. 

**ARTICLE 7.**

**EXERCISE OF OPTIONS**

7.1 Partial Exercise. An exercisable Option may be exercised in whole or in part. However, an Option shall not be exercisable withrespect to fractional shares and the Administrator may require that, by the terms of the Option, a partial exercise must be with respect to a minimum number of shares. 

7.2 Manner of Exercise. All or a portion of an exercisable Option shall be deemed exercised upon delivery of all of the following to the Secretary of the Company, or such other person or entitydesignated by the Administrator, or his, her or its office, as applicable: 

(a) A written notice complying with the applicablerules established by the Administrator stating that the Option, or a portion thereof, is exercised. The notice shall be signed by the Holder or other person then entitled to exercise the Option or such portion of the Option; 

(b) Such representations and documents as the Administrator, in its sole discretion, deems necessary or advisable to effect compliancewith all applicable provisions of the Securities Act and any other federal, state or foreign securities laws or regulations. The Administrator may, in its sole discretion, also take whatever additional actions it deems appropriate to effect suchcompliance including, without limitation, placing legends on share certificates and issuing stop-transfer notices to agents and registrars; 

 
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(c) In the event that the Option shall be exercised pursuant to Section 11.3 by anyperson or persons other than the Holder, appropriate proof of the right of such person or persons to exercise the Option; and 

(d) Full payment of the exercise price and applicable withholding taxes to the Secretary of the Company for the shares with respect towhich the Option, or portion thereof, is exercised, in a manner permitted by Section 11.1 and 11.2. 

7.3 Terminationof Service. Upon a Termination of Service other than by reason of the Holder’s Disability or death, such Holder may exercise his or her Option within such period of time as is specified in the Award Agreement to the extent that the Optionis vested on the date of termination; provided, however, that, prior to the Public Trading Date, to the extent required by applicable law, such period of time shall not be less than thirty (30) days (but in no event later than theexpiration of the term of the Option as set forth in the Award Agreement). If, on the date of termination, the Holder is not vested as to his or her entire Option, the shares of Common Stock covered by the unvested portion of the Option immediatelycease to be issuable under the Option and shall again become available for issuance under the Plan. If, after termination, the Holder does not exercise his or her Option within the time period specified in the Award Agreement or as otherwisedetermined by the Administrator, the Option shall terminate, and the shares of Common Stock covered by such Option shall again become available for issuance under the Plan. 

7.4 Disability of Holder. Upon a Termination of Service as a result of the Holder’s Disability, the Holder may exercise his or her Option within such period of time as is specified in theAward Agreement to the extent the Option is vested on the date of termination; provided, however, that prior to the Public Trading Date, to the extent required by applicable law, such period of time shall not be less than six(6) months (but in no event later than the expiration of the term of such Option as set forth in the Award Agreement). If, on the date of termination, the Holder is not vested as to his or her entire Option, the shares of Common Stock coveredby the unvested portion of the Option shall immediately cease to be issuable under the Option and shall again become available for issuance under the Plan. If, after termination, the Holder does not exercise his or her Option within the timespecified in the Award Agreement or as otherwise determined by the Administrator, the Option shall terminate, and the shares of Common Stock covered by such Option shall again become available for issuance under the Plan. 

7.5 Death of Holder. Upon a Termination of Service as a result of the Holder’s death, the Option may be exercised within suchperiod of time as is specified in the Award Agreement; provided, however, that prior to the Public Trading Date, to the extent required by applicable law, such period of time shall not be less than six (6) months (but in no eventlater than the expiration of the term of such Option as set forth in the Award Agreement), by the Holder’s estate or by a person who acquires the right to exercise the Option by bequest or inheritance, but only to the extent that the Option isor becomes vested as of the date of death. If, as of the date of death, the Holder is not vested as to his or her entire Option, the shares of Common Stock covered by the unvested portion of the Option shall immediately cease to be issuable underthe Option and shall again become available for issuance under the Plan. The Option may be exercised by the executor or administrator of the Holder’s estate or, if none, by 

 
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the person(s) entitled to exercise the Option under the Holder’s will or the laws of descent or distribution. If the Option is not so exercised within the time specified, herein, the Optionshall terminate, and the shares of Common Stock covered by such Option shall again become available for issuance under the Plan. 

7.6 Notification Regarding Disposition. The Holder shall give the Company prompt notice of any disposition of shares of Common Stock acquired by exercise of an Incentive Stock Option which occurswithin (a) two years from the date of granting (including the date the Option is modified, extended or renewed for purposes of Section 424(h) of the Code) such Option to such Holder, or (b) one year after the transfer of such sharesto such Holder. 

**ARTICLE 8.**

**AWARD OF RESTRICTED STOCK**

8.1 Award of Restricted Stock.

(a) The Administrator is authorized to grant Restricted Stock to Eligible Individuals, and shall determine the terms andconditions, including the restrictions applicable to each award of Restricted Stock, which terms and conditions shall not be inconsistent with the Plan, and may impose such conditions on the issuance of such Restricted Stock as it deems appropriate.

(b) The Administrator shall establish the purchase price, if any, and form of payment for Restricted Stock; provided,however, that such purchase price shall be no less than the par value of the Common Stock to be purchased, unless otherwise permitted by applicable state law. In all cases, legal consideration shall be required for each issuance of RestrictedStock. 

8.2 Rights as Stockholders. Subject to Section 8.4, upon issuance of Restricted Stock, the Holder shallhave, unless otherwise provided by the Administrator, all the rights of a stockholder with respect to said shares, subject to the restrictions in his or her Award Agreement, including the right to receive all dividends and other distributions paidor made with respect to the shares; provided, however, that, in the sole discretion of the Administrator, any extraordinary distributions with respect to the Common Stock shall be subject to the restrictions set forth inSection 8.3. 

8.3 Restrictions. All shares of Restricted Stock (including any shares received by Holders thereofwith respect to shares of Restricted Stock as a result of stock dividends, stock splits or any other form of recapitalization) shall, in the terms of each individual Award Agreement, be subject to such restrictions and vesting requirements as theAdministrator shall provide. Such restrictions may include, without limitation, restrictions concerning voting rights and transferability and such restrictions may lapse separately or in combination at such times and pursuant to such circumstancesor based on such criteria as selected by the Administrator, including, without limitation, criteria based on the Holder’s duration of employment, directorship or consultancy with the Company, the Performance Criteria,

 
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Company performance, individual performance or other criteria selected by the Administrator. By action taken after the Restricted Stock is issued, the Administrator may, on such terms andconditions as it may determine to be appropriate, accelerate the vesting of such Restricted Stock by removing any or all of the restrictions imposed by the terms of the Award Agreement. Restricted Stock may not be sold or encumbered until allrestrictions are terminated or expire. 

8.4 Repurchase or Forfeiture of Restricted Stock. If no price was paid by theHolder for the Restricted Stock, upon a Termination of Service the Holder’s rights in unvested Restricted Stock then subject to restrictions shall lapse, and such Restricted Stock shall be surrendered to the Company and cancelled withoutconsideration. If a price was paid by the Holder for the Restricted Stock, upon a Termination of Service the Company shall have the right to repurchase from the Holder the unvested Restricted Stock then subject to restrictions at a cash price pershare equal to the price paid by the Holder for such Restricted Stock or such other amount as may be specified in the Award Agreement The Administrator in its sole discretion may provide that in the event of certain events, including a Change inControl, the Holder’s death, retirement or disability or any other specified Termination of Service or any other event, the Holder’s rights in unvested Restricted Stock shall not lapse, such Restricted Stock shall vest and, if applicable,the Company shall not have a right of repurchase. 

8.5 Certificates for Restricted Stock. Restricted Stock grantedpursuant to the Plan may be evidenced in such manner as the Administrator shall determine. Certificates or book entries evidencing shares of Restricted Stock must include an appropriate legend referring to the terms, conditions, and restrictionsapplicable to such Restricted Stock, and the Company may, in it sole discretion, retain physical possession of any stock certificate until such time as all applicable restrictions lapse. 

8.6 Section 83(b) Election. If a Holder makes an election under Section 83(b) of the Code to be taxed with respect tothe Restricted Stock as of the date of transfer of the Restricted Stock rather than as of the date or dates upon which the Holder would otherwise be taxable under Section 83(a) of the Code, the Holder shall be required to deliver a copy of suchelection to the Company promptly after filing such election with the Internal Revenue Service. 

**ARTICLE 9.**

**AWARD OF PERFORMANCE AWARDS, DIVIDEND EQUIVALENTS, DEFERRED**

**STOCK, STOCK PAYMENTS, RESTRICTED STOCK UNITS**

9.1 PerformanceAwards. 

(a) The Administrator is authorized to grant Performance Awards to any Eligible Individual and to determinewhether such Performance Awards shall be Performance-Based Compensation. The value of Performance Awards may be linked to any one or more of the Performance Criteria or other specific criteria determined by the Administrator, in each case on aspecified date or dates or over any period or periods determined by the Administrator. In making such determinations, the Administrator shall consider (among such other factors as it deems relevant in light of the specific type of Award) thecontributions, responsibilities and other compensation of the particular Eligible Individual. Performance Awards may be paid in cash, shares of Common Stock, or both, as determined by the Administrator. 

 
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(b) Without limiting Section 9.1(a), the Administrator may grant Performance Awards toany Eligible Individual in the form of a cash bonus payable upon the attainment of objective Performance Goals, or such other criteria, whether or not objective, which are established by the Administrator, in each case on a specified date or datesor over any period or periods determined by the Administrator. Any such bonuses paid to a Holder which are intended to be Performance-Based Compensation shall be based upon objectively determinable bonus formulas established in accordance with theprovisions of Article 5. Additionally, any such bonuses paid to any Eligible Individual shall be subject to the Award Limit. 

9.2 Dividend Equivalents. 

(a) Dividend Equivalents may be granted by the Administrator based on dividends declared on the Common Stock, to be credited as of dividend payment dates during the period between the date an Award isgranted to a Holder and the date such Award vests, is exercised, is distributed or expires, as determined by the Administrator. Such Dividend Equivalents shall be converted to cash or additional shares of Common Stock by such formula and at suchtime and subject to such limitations as may be determined by the Administrator. 

(b) Notwithstanding the foregoing, noDividend Equivalents shall be payable with respect to Options or Stock Appreciation Rights. 

9.3 Stock Payments. TheAdministrator is authorized to make Stock Payments to any Eligible Individual. The number or value of shares of any Stock Payment shall be determined by the Administrator and may be based upon one or more Performance Criteria or any other specificcriteria, including service to the Company or any Subsidiary, determined by the Administrator. Stock Payments may, but are not required to be made in lieu of base salary, bonus, fees or other cash compensation otherwise payable to such EligibleIndividual. 

9.4 Deferred Stock. The Administrator is authorized to grant Deferred Stock to any Eligible Individual.The number of shares of Deferred Stock shall be determined by the Administrator and may be based on one or more Performance Criteria or other specific criteria, including service to the Company or any Subsidiary, as the Administrator determines, ineach case on a specified date or dates or over any period or periods determined by the Administrator. Common Stock underlying a Deferred Stock award will not be issued until the Deferred Stock award has vested, pursuant to a vesting schedule orother conditions or criteria set by the Administrator. Unless otherwise provided by the Administrator, a Holder of Deferred Stock shall have no rights as a Company stockholder with respect to such Deferred Stock until such time as the Award hasvested and the Common Stock underlying the Award has been issued to the Holder. 

9.5 Restricted Stock Units. TheAdministrator is authorized to grant Restricted Stock Units to any Eligible Individual. The number and terms and conditions of Restricted Stock Units shall be determined by the Administrator. The Administrator shall specify the date or dates onwhich the Restricted Stock Units shall become fully vested and nonforfeitable, and 

 
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may specify such conditions to vesting as it deems appropriate, including conditions based on one or more Performance Criteria or other specific criteria, including service to the Company or anySubsidiary, in each case on a specified date or dates or over any period or periods, as determined by the Administrator. The Administrator shall specify, or permit the Holder to elect, the conditions and dates upon which the shares of Common Stockor cash underlying the Restricted Stock Units shall be issued, which dates shall not be earlier than the date as of which the Restricted Stock Units vest and become nonforfeitable and which conditions and dates shall be subject to compliance withSection 409A of the Code. Restricted Stock Units may be paid in cash, shares of Common Stock, or both, as determined by the Administrator. On the distribution dates, the Company shall issue to the Holder one unrestricted, fully transferableShare (or the Fair Market Value of one such Share in cash) for each vested and nonforfeitable Restricted Stock Unit. 

9.6Term. The term of a Performance Award, Dividend Equivalent award, Deferred Stock award, Stock Payment award and/or Restricted Stock Unit award shall be set by the Administrator in its sole discretion. 

9.7 Exercise or Purchase Price. The Administrator may establish the exercise or purchase price of a Performance Award, shares ofDeferred Stock, shares distributed as a Stock Payment award or shares distributed pursuant to a Restricted Stock Unit award; provided, however, that value of the consideration shall not be less than the par value of a share of CommonStock, unless otherwise permitted by applicable law. 

9.8 Exercise upon Termination of Service. A Performance Award,Dividend Equivalent award, Deferred Stock award, Stock Payment award and/or Restricted Stock Unit award is exercisable or distributable only while the Holder is an Employee, Director or Consultant, as applicable. The Administrator, however, in itssole discretion may provide that the Performance Award, Dividend Equivalent award, Deferred Stock award, Stock Payment award and/or Restricted Stock Unit award may be exercised or distributed subsequent to a Termination of Service in certain events,including a Change in Control, the Holder’s death, retirement or disability or any other specified Termination of Service. 

**ARTICLE 10.**

**AWARD OF STOCK APPRECIATION RIGHTS**

10.1 Grant of Stock AppreciationRights. 

(a) The Administrator is authorized to grant Stock Appreciation Rights to Eligible Individuals from time to time,in its sole discretion, on such terms and conditions as it may determine consistent with the Plan. 

(b) A Stock AppreciationRight shall entitle the Holder (or other person entitled to exercise the Stock Appreciation Right pursuant to the Plan) to exercise all or a specified portion of the Stock Appreciation Right (to the extent then exercisable pursuant to its terms) andto receive from the Company an amount determined by multiplying the difference obtained by subtracting the exercise price per share of the Stock Appreciation Right from the Fair Market Value on the date of exercise of the Stock Appreciation Right bythe number of 

 
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shares of Common Stock with respect to which the Stock Appreciation Right shall have been exercised, subject to any limitations the Administrator may impose. Except as described in(c) below, the exercise price per share of Common Stock subject to each Stock Appreciation Right shall be set by the Administrator, but shall not be less than 100% of the Fair Market Value on the date the Stock Appreciation Right is granted.

(c) Notwithstanding the foregoing provisions of Section 10.1(b) to the contrary, in the case of an Stock AppreciationRight that is a Substitute Award, the price per share of the shares subject to such Stock Appreciation Right may be less than the Fair Market Value per share on the date of grant, provided, that the excess of: (a) the aggregate FairMarket Value (as of the date such Substitute Award is granted) of the shares subject to the Substitute Award, over (b) the aggregate exercise price thereof does not exceed the excess of: (x) the aggregate fair market value (as of the timeimmediately preceding the transaction giving rise to the Substitute Award, such fair market value to be determined by the Administrator) of the shares of the predecessor entity that were subject to the grant assumed or substituted for by theCompany, over (y) the aggregate exercise price of such shares. 

10.2 Stock Appreciation Right Vesting. 

(a) The period during which the right to exercise, in whole or in part, a Stock Appreciation Right vests in the Holder shall be set by theAdministrator and the Administrator may determine that a Stock Appreciation Right may not be exercised in whole or in part for a specified period after it is granted. Such vesting may be based on service with the Company or any Subsidiary, or anyother criteria selected by the Administrator. At any time after grant of a Stock Appreciation Right, the Administrator may, in its sole discretion and subject to whatever terms and conditions it selects, accelerate the period during which a StockAppreciation Right vests. 

(b) No portion of a Stock Appreciation Right which is unexercisable at Termination of Service shallthereafter become exercisable, except as may be otherwise provided by the Administrator either in the Award Agreement or by action of the Administrator following the grant of the Stock Appreciation Right. 

10.3 Manner of Exercise. All or a portion of an exercisable Stock Appreciation Right shall be deemed exercised upon delivery ofall of the following to the Secretary of the Company, or such other person or entity designated by the Administrator, or his, her or its office, as applicable: 

(a) A written notice complying with the applicable rules established by the Administrator stating that the Stock Appreciation Right, or a portion thereof, is exercised. The notice shall be signed by theHolder or other person then entitled to exercise the Stock Appreciation Right or such portion of the Stock Appreciation Right; 

(b) Such representations and documents as the Administrator, in its sole discretion, deems necessary or advisable to effect compliancewith all applicable provisions of the Securities Act and any other federal, state or foreign securities laws or regulations. The Administrator may, in its sole discretion, also take whatever additional actions it deems appropriate to effect suchcompliance; and 

 
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(c) In the event that the Stock Appreciation Right shall be exercised pursuant to thisSection 10.3 by any person or persons other than the Holder, appropriate proof of the right of such person or persons to exercise the Stock Appreciation Right. 

10.4 Payment. Payment of the amounts determined under Section 10.2(c) and 10.3(b) above shall be in cash, shares of Common Stock (based on its Fair Market Value as of the date the StockAppreciation Right is exercised), or a combination of both, as determined by the Administrator. 

**ARTICLE 11.**

**ADDITIONAL TERMS OF AWARDS**

11.1 Payment. The Administrator shall determine the methods by which payments by any Holder with respect to any Awards granted under the Plan shall be made, including, without limitation:(a) cash or check, (b) shares of Common Stock (including, in the case of payment of the exercise price of an Award, shares of Common Stock issuable pursuant to the exercise of the Award) or shares of Common Stock held for such period oftime as may be required by the Administrator in order to avoid adverse accounting consequences, in each case, having a Fair Market Value on the date of delivery equal to the aggregate payments required, (c) delivery of a notice that the Holderhas placed a market sell order with a broker with respect to shares of Common Stock then issuable upon exercise or vesting of an Award, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Companyin satisfaction of the aggregate payments required, *provided,* that payment of such proceeds is then made to the Company upon settlement of such sale, or (d) other form of legal consideration acceptable to the Administrator. TheAdministrator shall also determine the methods by which shares of Common Stock shall be delivered or deemed to be delivered to Holders. Notwithstanding any other provision of the Plan to the contrary, no Holder who is a Director or an“executive officer” of the Company within the meaning of Section 13(k) of the Exchange Act shall be permitted to make payment with respect to any Awards granted under the Plan, or continue any extension of credit with respect to suchpayment with a loan from the Company or a loan arranged by the Company in violation of Section 13(k) of the Exchange Act. 

11.2 Tax Withholding. The Company or any Subsidiary shall have the authority and the right to deduct or withhold, or require aHolder to remit to the Company, an amount sufficient to satisfy federal, state, local and foreign taxes (including the Holder’s FICA or employment tax obligation) required by law to be withheld with respect to any taxable event concerning aHolder arising as a result of the Plan. The Administrator may in its sole discretion and in satisfaction of the foregoing requirement allow a Holder to elect to have the Company withhold shares of Common Stock otherwise issuable under an Award (orallow the surrender of shares of Common Stock). The number of shares of Common Stock which may be so withheld or surrendered shall be limited to the number of shares which have a Fair Market Value on the date of withholding or repurchase equal tothe aggregate amount of such 

 
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liabilities based on the minimum statutory withholding rates for federal, state, local and foreign income tax and payroll tax purposes that are applicable to such supplemental taxable income. TheAdministrator shall determine the fair market value of the Common Stock, consistent with applicable provisions of the Code, for tax withholding obligations due in connection with a broker-assisted cashless Option or Stock Appreciation Right exerciseinvolving the sale of shares to pay the Option or Stock Appreciation Right exercise price or any tax withholding obligation. 

11.3 Transferability of Awards. 

(a) Except as otherwise provided in Section 11.3(b): 

(i) No Award under thePlan may be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution or, subject to the consent of the Administrator, pursuant to a DRO, unless and until such Award has been exercised, or theshares underlying such Award have been issued, and all restrictions applicable to such shares have lapsed; 

(ii) No Award orinterest or right therein shall be liable for the debts, contracts or engagements of the Holder or his successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, hypothecation, encumbrance, assignment orany other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall benull and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence; and 

(iii)During the lifetime of the Holder, only the Holder may exercise an Award (or any portion thereof) granted to him under the Plan, unless it has been disposed of pursuant to a DRO; after the death of the Holder, any exercisable portion of an Awardmay, prior to the time when such portion becomes unexercisable under the Plan or the applicable Award Agreement, be exercised by his personal representative or by any person empowered to do so under the deceased Holder’s will or under the thenapplicable laws of descent and distribution. 

(b) Notwithstanding Section 11.3(a), the Administrator, in its solediscretion, may determine to permit a Holder to transfer an Award other than an Incentive Stock Option to any one or more Permitted Transferees (as defined below), subject to the following terms and conditions: (i) an Award transferred to aPermitted Transferee shall not be assignable or transferable by the Permitted Transferee other than by will or the laws of descent and distribution; (ii) an Award may not be transferred to a Permitted Transferee for consideration; (iii) anAward transferred to a Permitted Transferee shall continue to be subject to all the terms and conditions of the Award as applicable to the original Holder (other than the ability to further transfer the Award); and (iv) the Holder and thePermitted Transferee shall execute any and all documents requested by the Administrator, including, without limitation documents to (A) confirm the status of the transferee as a Permitted Transferee, (B) satisfy any requirements for anexemption for the transfer under applicable federal, state and foreign securities laws and (C) evidence the transfer. For purposes of this Section 11.3(b), “Permitted Transferee” shall mean, with respect to a Holder,(I) prior to the Public Trading Date, any “family member” of the 

 
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Holder, as defined under Rule 701 of the Securities Act and (II) on or after the Public Trading Date, any “family member” of the Holder, as defined under the instructions to use of theForm S-8 Registration Statement under the Securities Act, or any other transferee specifically approved by the Administrator after taking into account any state, federal, local or foreign tax and securities laws applicable to transferable Awards,including, without limitation, any non-profit charitable organization. In addition, the Administrator, in its sole discretion, may determine to permit a Holder to transfer Incentive Stock Options to a trust that constitutes a Permitted Transfereeif, under Section 671 of the Code and applicable state law, the Holder is considered the sole beneficial owner of the Incentive Stock Option while it is held in the trust. 

(c) Notwithstanding Section 11.3(a), a Holder may, in the manner determined by the Administrator, designate a beneficiary toexercise the rights of the Holder and to receive any distribution with respect to any Award upon the Holder’s death. A beneficiary, legal guardian, legal representative, or other person claiming any rights pursuant to the Plan is subject to allterms and conditions of the Plan and any Award Agreement applicable to the Holder, except to the extent the Plan and Award Agreement otherwise provide, and to any additional restrictions deemed necessary or appropriate by the Administrator. If theHolder is married and resides in a community property state, a designation of a person other than the Holder’s spouse as his or her beneficiary with respect to more than 50% of the Holder’s interest in the Award shall not be effectivewithout the prior written consent of the Holder’s spouse. If no beneficiary has been designated or survives the Holder, payment shall be made to the person entitled thereto pursuant to the Holder’s will or the laws of descent anddistribution. Subject to the foregoing, a beneficiary designation may be changed or revoked by a Holder at any time provided the change or revocation is filed with the Administrator prior to the Holder’s death. 

11.4 Conditions to Issuance of Shares. 

(a) Notwithstanding anything herein to the contrary, the Company shall not be required to issue or deliver any certificates or make any book entries evidencing shares of Common Stock pursuant to theexercise of any Award, unless and until the Board has determined, with advice of counsel, that the issuance of such shares is in compliance with all applicable laws, regulations of governmental authorities and, if applicable, the requirements of anyexchange on which the shares of Common Stock are listed or traded, and the shares of Common Stock are covered by an effective registration statement or applicable exemption from registration. In addition to the terms and conditions provided herein,the Board may require that a Holder make such reasonable covenants, agreements, and representations as the Board, in its discretion, deems advisable in order to comply with any such laws, regulations, or requirements. 

(b) All Common Stock certificates delivered pursuant to the Plan and all shares issued pursuant to book entry procedures are subject toany stop-transfer orders and other restrictions as the Administrator deems necessary or advisable to comply with federal, state, or foreign securities or other laws, rules and regulations and the rules of any securities exchange or automatedquotation system on which the Common Stock is listed, quoted, or traded. The Administrator may place legends on any Common Stock certificate or book entry to reference restrictions applicable to the Common Stock. 

 
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(c) The Administrator shall have the right to require any Holder to comply with any timingor other restrictions with respect to the settlement, distribution or exercise of any Award, including a window-period limitation, as may be imposed in the sole discretion of the Administrator. 

(d) No fractional shares of Common Stock shall be issued and the Administrator shall determine, in its sole discretion, whether cashshall be given in lieu of fractional shares or whether such fractional shares shall be eliminated by rounding down. 

(e)Notwithstanding any other provision of the Plan, unless otherwise determined by the Administrator or required by any applicable law, rule or regulation, the Company shall not deliver to any Holder certificates evidencing shares of Common Stockissued in connection with any Award and instead such shares of Common Stock shall be recorded in the books of the Company (or, as applicable, its transfer agent or stock plan administrator). 

11.5 Forfeiture Provisions. Pursuant to its general authority to determine the terms and conditions applicable to Awards under thePlan, the Administrator shall have the right to provide, in the terms of Awards made under the Plan, or to require a Holder to agree by separate written instrument, that: (a)(i) any proceeds, gains or other economic benefit actually orconstructively received by the Holder upon any receipt or exercise of the Award, or upon the receipt or resale of any Common Stock underlying the Award, must be paid to the Company, and (ii) the Award shall terminate and any unexercised portionof the Award (whether or not vested) shall be forfeited, if (b)(i) a Termination of Service occurs prior to a specified date, or within a specified time period following receipt or exercise of the Award, or (ii) the Holder at any time, orduring a specified time period, engages in any activity in competition with the Company, or which is inimical, contrary or harmful to the interests of the Company, as further defined by the Administrator or (iii) the Holder incurs a Terminationof Service for “cause” (as such term is defined in the sole discretion of the Administrator, or as set forth in a written agreement relating to such Award between the Company and the Holder). 

11.6 Restrictions on Shares. 

(a) Shares of Common Stock issued or transferred pursuant to Awards under the Plan shall be subject to such terms and conditions as the Administrator shall determine in its sole discretion, including,without limitation, transferability restrictions, repurchase rights, requirements that shares of Common Stock be transferred in the event of certain transactions, rights of first refusal with respect to permitted transfers of shares of Common Stock,voting agreements, tag-along rights and bring-along rights. Such terms and conditions may, in the Administrator’s sole discretion, be contained in the applicable Award Agreement, exercise notice or in such other agreement as the Administratorshall determine, in each case in a form determined by the Administrator in its sole discretion. The issuance or transfer of such shares of Common Stock shall be conditioned on the Holder’s consent to such terms and conditions or theHolder’s entering into such agreement or agreements. 

(b) To the extent required to comply with applicable law, anyrepurchase right with respect to an Award granted prior to the Public Trading Date shall be subject to the following terms: (i) if the repurchase right gives the Company the right to repurchase the shares

 
24 

at not less than the Fair Market Value of the shares to be purchased on the date of termination, then (A) the right to repurchase shall be exercised for cash or cancellation of purchasemoney indebtedness for the shares within six months after the date of termination (or in the case of shares issued upon exercise of an Option after such date of termination, within six months after the date of the exercise) and (B) the rightshall terminate when the shares become publicly traded; and (ii) if the repurchase right gives the Company the right to repurchase the shares upon termination at the original purchase price of such shares, then (A) the right to repurchaseat the original purchase price shall lapse at the rate of at least twenty percent (20%) of the shares per year over five (5) years from the date the Option or Award is granted (without respect to the date the Option was exercised or becameexercisable) and (B) the right to repurchase shall be exercised for cash or cancellation of purchase money indebtedness for the shares within six months after the date of termination (or, in the case of shares issued upon exercise of an Optionafter such date of termination, within six months after the date of the exercise). 

11.7 Holder Representations. TheCompany may require an individual, as a condition to the grant or exercise of, or acquisition of shares under, any Award, (i) to give written representations satisfactory to the Company as to the individual’s knowledge and experience infinancial and business matters, and/or to employ a purchaser representative reasonably satisfactory to the Company who is knowledgeable and experienced in financial and business matters, and to give written representations satisfactory to theCompany that he or she is capable of evaluating, alone or together with the purchaser representative, the merits and risks of receiving or exercising the Award or acquiring the shares; (ii) to give written representations satisfactory to theCompany stating that the individual is acquiring the stock subject to the Award for the individual’s own account and not with any present intention of selling or otherwise distributing the stock; and (iii) to give such other writtenrepresentations as are deemed necessary or appropriate by the Company and its counsel. The foregoing requirements, and any representations given pursuant to such requirements, shall be inoperative if (A) the issuance of the shares upon theexercise or acquisition of shares under the applicable Award has been registered under a then currently effective registration statement under the Securities Act or (B) as to any particular requirement, a determination is made by counsel forthe Company that such requirement need not be met in the circumstances under the then applicable securities laws. 

11.8Lock-Up Agreement. Each Holder shall agree, if so requested by the Company and an underwriter of shares of Common Stock in connection with any public offering of the Company, not to directly or indirectly offer, sell, contract to sell, sellany option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of or otherwise dispose of or transfer any shares held by the Holder for such period, not to exceed one hundred eighty(180) days following the effective date of the relevant registration statement filed under the Securities Act in connection with the Company’s initial public offering of Common Stock, as such underwriter shall specify reasonably and ingood faith. The Company may impose stop-transfer instructions with respect to securities subject to the foregoing restrictions until the end of such 180-day period. Notwithstanding the foregoing, the 180-day period may be extended for up to suchnumber of additional days as is deemed necessary by such underwriter or the Company to continue coverage by research analysts in accordance with NASD Rule 2711 or any successor rule. 

 
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**ARTICLE 12.**

**ADMINISTRATION**

12.1 Administrator. Unless and until the Boarddelegates administration of the Plan to a Committee as set forth below, the Plan shall be administered by the full Board, and for such purposes the terms “Administrator” and “Committee” as used in this Plan shall be deemed torefer to the Board. The Board, at its discretion or as otherwise necessary to comply with the requirements of Section 162(m) of the Code, Rule 16b-3 promulgated under the Exchange Act or to the extent required by any other applicable rule orregulation, may delegate administration of the Plan to a Committee. From and after the Public Trading Date, the Compensation Committee (or another committee or a subcommittee of the Board assuming the functions of the Committee under the Plan) shalladminister the Plan (except as otherwise permitted herein) and shall consist solely of two or more Non-Employee Directors appointed by and holding office at the pleasure of the Board, each of whom is intended to qualify as both a “non-employeedirector” as defined by Rule 16b-3 of the Exchange Act or any successor rule, an “outside director” for purposes of Section 162(m) of the Code and an “independent director” under the rules of the New York Stock Exchange(or other principal securities market on which shares of Common Stock are traded); *provided,* that any action taken by the Committee shall be valid and effective, whether or not members of the Committee at the time of such action are laterdetermined not to have satisfied the requirements for membership set forth in this Section 12.l or otherwise provided in any charter of the Committee. Except as may otherwise be provided in any charter of the Committee, appointment of Committeemembers shall be effective upon acceptance of appointment, committee members may resign at any time by delivering written notice to the Board, and vacancies in the Committee may only be filled by the Board. Notwithstanding the foregoing,(a) the full Board, acting by a majority of its members in office, shall conduct the general administration of the Plan with respect to Awards granted to Non-Employee Directors and (b) the Board or Committee may delegate its authorityhereunder to the extent permitted by Section 12.6. 

12.2 Duties and Powers of Committee. It shall be the duty ofthe Committee to conduct the general administration of the Plan in accordance with its provisions. The Committee shall have the power to interpret the Plan and the Award Agreement, and to adopt such rules for the administration, interpretation andapplication of the Plan as are not inconsistent therewith, to interpret, amend or revoke any such rules and to amend any Award Agreement provided that the rights or obligations of the holder of the Award that is the subject of any such AwardAgreement are not affected adversely by such amendment, unless the consent of the Holder is obtained or such amendment is otherwise permitted under Section 13.10. Any such grant or award under the Plan need not be the same with respect to eachholder. Any such interpretations and rules with respect to Incentive Stock Options shall be consistent with the provisions of Section 422 of the Code. In its sole discretion, the Board may at any time and from time to time exercise any and allrights and duties of the Committee under the Plan except with respect to matters which under Rule 16b-3 under the Exchange Act or any successor rule, Section 162(m) of the Code, or any regulations or rules issued thereunder, or the rules of anysecurities exchange or automated quotation system on which the Shares are listed, quoted or traded are required to be determined in the sole discretion of the Committee. 

 
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12.3 Action by the Committee. Unless otherwise established by the Board or in anycharter of the Committee, a majority of the Committee shall constitute a quorum and the acts of a majority of the members present at any meeting at which a quorum is present, and acts approved in writing by all members of the Committee in lieu of ameeting, shall be deemed the acts of the Committee. Each member of the Committee is entitled to, in good faith, rely or act upon any report or other information furnished to that member by any officer or other employee of the Company or anySubsidiary, the Company’s independent certified public accountants, or any executive compensation consultant or other professional retained by the Company to assist in the administration of the Plan. 

12.4 Authority of Administrator. Subject to any specific designation in the Plan, the Administrator has the exclusive power,authority and sole discretion to: 

(a) Designate Eligible Individuals to receive Awards; 

(b) Determine the type or types of Awards to be granted to each Holder; 

(c) Determine the number of Awards to be granted and the number of shares of Common Stock to which an Award will relate; 

(d) Determine the terms and conditions of any Award granted pursuant to the Plan, including, but not limited to, the exercise price,grant price, or purchase price, any reload provision, any restrictions or limitations on the Award, any schedule for vesting, lapse of forfeiture restrictions or restrictions on the exercisability of an Award, and accelerations or waivers thereof,and any provisions related to non-competition and recapture of gain on an Award, based in each case on such considerations as the Administrator in its sole discretion determines; 

(e) Determine whether, to what extent, and pursuant to what circumstances an Award may be settled in, or the exercise price of an Awardmay be paid in cash, Common Stock, other Awards, or other property, or an Award may be canceled, forfeited, or surrendered; 

(f) Prescribe the form of each Award Agreement, which need not be identical for each Holder; 

(g) Decide all other matters that must be determined in connection with an Award; 

(h) Establish, adopt, or revise any rules and regulations as it may deem necessary or advisable to administer the Plan; 

(i) Interpret the terms of, and any matter arising pursuant to, the Plan or any Award Agreement; and 

(j) Make all other decisions and determinations that may be required pursuant to the Plan or as the Administrator deems necessary oradvisable to administer the Plan. 

 
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12.5 Decisions Binding. The Administrator’s interpretation of the Plan, anyAwards granted pursuant to the Plan, any Award Agreement and all decisions and determinations by the Administrator with respect to the Plan are final, binding, and conclusive on all parties. 

12.6 Delegation of Authority. To the extent permitted by applicable law, the Board or Committee may from time to time delegate toa committee of one or more members of the Board or one or more officers of the Company the authority to grant or amend Awards; provided, however, that in no event shall an officer be delegated the authority to grant awards to, or amendawards held by, the following individuals: (a) individuals who are subject to Section 16 of the Exchange Act, (b) Covered Employees, or (c) officers of the Company (or Directors) to whom authority to grant or amend Awards hasbeen delegated hereunder. Any delegation hereunder shall be subject to the restrictions and limits that the Board or Committee specifies at the time of such delegation, and the Board may at any time rescind the authority so delegated or appoint anew delegatee. At all times, the delegatee appointed under this Section 12.6 shall serve in such capacity at the pleasure of the Board and the Committee. 

**ARTICLE 13.**

**MISCELLANEOUS PROVISIONS**

13.1 Amendment, Suspension or Termination of the Plan. Except as otherwise provided in this Section 13.1,the Plan may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Board. However, without approval of the Company’s stockholders given within twelve (12) months before orafter the action by the Administrator, no action of the Administrator may, except as provided in Section 13.2, (i) increase the limits imposed in Section 3.1 on the maximum number of shares which may be issued under the Plan orincrease the Award Limit, or (ii) reduce the price per share of any outstanding Option or Stock Appreciation Right granted under the Plan, or (iii) cancel any Option or Stock Appreciation Right in exchange for cash or another Award whenthe Option or Stock Appreciation Right price per share exceeds the Fair Market Value of the underlying Shares. Except as provided in Section 13.11, no amendment, suspension or termination of the Plan shall, without the consent of the Holder,impair any rights or obligations under any Award theretofore granted or awarded, unless the Award itself otherwise expressly so provides. No Awards may be granted or awarded during any period of suspension or after termination of the Plan, and in noevent may any Award be granted under the Plan after the tenth (10th) anniversary of the Effective Date. 

13.2 Changes in Common Stock orAssets of the Company, Acquisition or Liquidation of the Company and Other Corporate Events. 

(a) In the event of anystock dividend, stock split, combination or exchange of shares, merger, consolidation or other distribution (other than normal cash dividends) of Company assets to stockholders, or any other change affecting the shares of the Company’s stock orthe share price of the Company’s stock other than an Equity Restructuring, the Administrator may make equitable adjustments, if any, to reflect such change with respect to (i) the aggregate number and kind of shares that may be issuedunder the Plan (including, but not limited to, adjustments of the limitations in Section 3.1 on the maximum number and kind of 

 
28 

shares which may be issued under the Plan, and adjustments of the Award Limit); (ii) the number and kind of shares of Common Stock (or other securities or property) subject to outstandingAwards; (iii) the terms and conditions of any outstanding Awards (including, without limitation, any applicable performance targets or criteria with respect thereto); and (iv) the grant or exercise price per share for any outstandingAwards under the Plan. Any adjustment affecting an Award intended as Performance-Based Compensation shall be made consistent with the requirements of Section 162(m) of the Code. 

(b) In the event of any transaction or event described in Section 13.2(a) or any unusual or nonrecurring transactions or eventsaffecting the Company, any affiliate of the Company, or the financial statements of the Company or any affiliate, or of changes in applicable laws, regulations or accounting principles, the Administrator, in its sole discretion, and on such termsand conditions as it deems appropriate, either by the terms of the Award or by action taken prior to the occurrence of such transaction or event and either automatically or upon the Holder’s request, is hereby authorized to take any one or moreof the following actions whenever the Administrator determines that such action is appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan or with respect to anyAward under the Plan, to facilitate such transactions or events or to give effect to such changes in laws, regulations or principles. 

(i) To provide for either (A) termination of any such Award in exchange for an amount of cash, if any, equal to the amount that would have been attained upon the exercise of such Award or realizationof the Holder’s rights (and, for the avoidance of doubt, if as of the date of the occurrence of the transaction or event described in this Section 13.2 the Administrator determines in good faith that no amount would have been attained uponthe exercise of such Award or realization of the Holder’s rights, then such Award may be terminated by the Company without payment) or (B) the replacement of such Award with other rights or property selected by the Administrator in itssole discretion having an aggregate value not exceeding the amount that could have been attained upon the exercise of such Award or realization of the Holder’s rights had such Award been currently exercisable or payable or fully vested;

(ii) To provide that such Award be assumed by the successor or survivor corporation, or a parent or subsidiary thereof, orshall be substituted for by similar options, rights or awards covering the stock of the successor or survivor corporation, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares and prices; 

(iii) To make adjustments in the number and type of shares of the Company’s stock (or other securities or property) subject tooutstanding Awards, and in the number and kind of outstanding Restricted Stock or Deferred Stock and/or in the terms and conditions of (including the grant or exercise price), and the criteria included in, outstanding Awards and Awards which may begranted in the future; 

(iv) To provide that such Award shall be exercisable or payable or fully vested with respect to allshares covered thereby, notwithstanding anything to the contrary in the Plan or the applicable Award Agreement; and 

 
29 

(v) To provide that the Award cannot vest, be exercised or become payable after such event.

(c) In connection with the occurrence of any Equity Restructuring, and notwithstanding anything to the contrary in Sections13.2(a) and 13.2(b): 

(i) The number and type of securities subject to each outstanding Award and the exercise price or grantprice thereof, if applicable, shall be equitably adjusted. The adjustments provided under this Section 13.2(c) shall be nondiscretionary and shall be final and binding on the affected Holder and the Company. 

(ii) The Administrator shall make such equitable adjustments, if any, as the Administrator in its discretion may deem appropriate toreflect such Equity Restructuring with respect to the aggregate number and kind of shares that may be issued under the Plan (including, but not limited to, adjustments of the limitations in Section 3.1 on the maximum number and kind of shareswhich may be issued under the Plan, and adjustments of the Award Limit). 

(d) Notwithstanding any other provision of the Plan,in the event of a Change in Control, any or all outstanding Awards may be assumed or equivalent Awards substituted by the successor corporation or a parent or subsidiary of the successor corporation. 

Notwithstanding the foregoing, any outstanding Award that is not so assumed or substituted shall become fully vested and exercisable immediately prior tothe consummation of such transaction and all forfeiture restrictions on such Awards shall thereupon lapse, and each such Award shall terminate upon the occurrence of such Change in Control. Any such accelerated vesting and exercisability shall besubject to and contingent upon the occurrence of the Change in Control. 

For purposes of this Section 13.2, an Award shall be consideredassumed if, following the Change in Control, the Award confers the right to purchase or receive, for each share of Common Stock subject to the Award immediately prior to the Change in Control, the consideration (whether stock, cash, or othersecurities or property) received in the Change in Control by holders of Common Stock for each share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holdersof a majority of the outstanding shares); provided, however, that if such consideration received in the Change in Control was not solely common stock of the successor corporation or its parent, the Administrator may, with the consentof the successor corporation, provide for the consideration to be received upon the exercise of the Award, for each share of Common Stock subject to an Award, to be solely common stock of the successor corporation or its parent equal in fair marketvalue to the per share consideration received by holders of Common Stock in the Change in Control. 

(e) The Administrator may,in its sole discretion, include such further provisions and limitations in any Award, agreement or certificate, as it may deem equitable and in the best interests of the Company that are not inconsistent with the provisions of the Plan. 

 
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(f) With respect to Awards which are granted to Covered Employees and are intended toqualify as Performance-Based Compensation, no adjustment or action described in this Section 13.2 or in any other provision of the Plan shall be authorized to the extent that such adjustment or action would cause such Award to fail to soqualify as Performance-Based Compensation, unless the Administrator determines that the Award should not so qualify. No adjustment or action described in this Section 13.2 or in any other provision of the Plan shall be authorized to the extentthat such adjustment or action would cause the Plan to violate Section 422(b)(1) of the Code unless the Administrator determines otherwise. Furthermore, no such adjustment or action shall be authorized to the extent such adjustment or actionwould result in short-swing profits liability under Section 16 or violate the exemptive conditions of Rule 16b-3 unless the Administrator determines that the Award is not to comply with such exemptive conditions. 

(g) The existence of the Plan, the Award Agreement and the Awards granted hereunder shall not affect or restrict in any way the right orpower of the Company or the stockholders of the Company to make or authorize any adjustment, recapitalization, reorganization or other change in the Company’s capital structure or its business, any merger or consolidation of the Company, anyissue of stock or of options, warrants or rights to purchase stock or of bonds, debentures, preferred or prior preference stocks whose rights are superior to or affect the Common Stock or the rights thereof or which are convertible into orexchangeable for Common Stock, or the dissolution or liquidation of the company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise. 

(h) No action shall be taken under this Section 13.2 which shall cause an Award to fail to comply with Section 409A of the Codeor the Treasury Regulations thereunder, to the extent applicable to such Award. 

(i) In the event of any pending stockdividend, stock split, combination or exchange of shares, merger, consolidation or other distribution (other than normal cash dividends) of Company assets to stockholders, or any other change affecting the shares of Stock or the share price of theStock including any Equity Restructuring, for reasons of administrative convenience, the Company in its sole discretion may refuse to permit the exercise of any Award during a period of not more than thirty (30) days prior to the consummationof any such transaction. 

13.3 Approval of Plan by Stockholders. The Original Plan was submitted to and approved by theCompany’s stockholders within twelve (12) months after the date of the Board’s initial adoption of the Original Plan. The Plan, as amended and restated, will be submitted for the approval of the Company’s stockholders withintwelve (12) months after the date of the Board’s adoption of Plan, as amended and restated. Awards may be granted or awarded under the Plan, as amended and restated, following the Board’s adoption of the Plan and prior to suchstockholder approval, provided that such Awards shall not be exercisable, shall not vest and the restrictions thereon shall not lapse and no shares of Common Stock shall be issued pursuant thereto prior to the time when the Plan, as amended andrestated, is approved by the stockholders, and provided further that if such approval has not been obtained at the end of said twelve (12) month period, all such Awards previously granted or awarded under the Plan, as amended and restated,shall thereupon be canceled and become null and void. 

 
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13.4 No Stockholders Rights. Except as otherwise provided herein, a Holder shall havenone of the rights of a stockholder with respect to shares of Common Stock covered by any Award until the Holder becomes the record owner of such shares of Common Stock. 

13.5 Paperless Administration. In the event that the Company establishes, for itself or using the services of a third party, an automated system for the documentation, granting or exercise ofAwards, such as a system using an internet website or interactive voice response, then the paperless documentation, granting or exercise of Awards by a Holder may be permitted through the use of such an automated system. 

13.6 Effect of Plan upon Other Compensation Plans. The adoption of the Plan shall not affect any other compensation or incentiveplans in effect for the Company or any Subsidiary. Nothing in the Plan shall be construed to limit the right of the Company or any Subsidiary: (a) to establish any other forms of incentives or compensation for Employees, Directors orConsultants of the Company or any Subsidiary, or (b) to grant or assume options or other rights or awards otherwise than under the Plan in connection with any proper corporate purpose including without limitation, the grant or assumption ofoptions in connection with the acquisition by purchase, lease, merger, consolidation or otherwise, of the business, stock or assets of any corporation, partnership, limited liability company, firm or association. 

13.7 Compliance with Laws. The Plan, the granting and vesting of Awards under the Plan and the issuance and delivery of shares ofCommon Stock and the payment of money under the Plan or under Awards granted or awarded hereunder are subject to compliance with all applicable federal, state, local and foreign laws, rules and regulations (including but not limited to state,federal and foreign securities law and margin requirements) and to such approvals by any listing, regulatory or governmental authority as may, in the opinion of counsel for the Company, be necessary or advisable in connection therewith. Anysecurities delivered under the Plan shall be subject to such restrictions, and the person acquiring such securities shall, if requested by the Company, provide such assurances and representations to the Company as the Company may deem necessary ordesirable to assure compliance with all applicable legal requirements. To the extent permitted by applicable law, the Plan and Awards granted or awarded hereunder shall be deemed amended to the extent necessary to conform to such laws, rules andregulations. 

13.8 Information to Holders. Prior to the Public Trading Date and to the extent required to comply withapplicable law, the Company shall provide to each Holder and to each individual who acquires shares of Common Stock pursuant to the Plan, not less frequently than annually, copies of annual financial statements. 

13.9 Titles and Headings, References to Sections of the Code or Exchange Act. The titles and headings of the Sections in the Planare for convenience of reference only and, in the event of any conflict, the text of the Plan, rather than such titles or headings, shall control. References to sections of the Code or the Exchange Act shall include any amendment or successorthereto. 

 
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13.10 Governing Law. The Plan and any agreements hereunder shall be administered,interpreted and enforced under the internal laws of the State of Delaware without regard to conflicts of laws thereof. 

13.11Section 409A. To the extent that the Administrator determines that any Award granted under the Plan is subject to Section 409A of the Code, the Award Agreement evidencing such Award shall incorporate the terms and conditionsrequired by Section 409A of the Code. To the extent applicable, the Plan and Award Agreements shall be interpreted in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issuedthereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date. Notwithstanding any provision of the Plan to the contrary, in the event that following the Effective Date the Administratordetermines that any Award may be subject to Section 409A of the Code and related Department of Treasury guidance (including such Department of Treasury guidance as may be issued after the Effective Date), the Administrator may adopt suchamendments to the Plan and the applicable Award Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Administrator determines are necessary orappropriate to (a) exempt the Award from Section 409A of the Code and/or preserve the intended tax treatment of the benefits provided with respect to the Award, or (b) comply with the requirements of Section 409A of the Code andrelated Department of Treasury guidance and thereby avoid the application of any penalty taxes under such Section. 

13.12No Rights to Awards. No Eligible Individual or other person shall have any claim to be granted any Award pursuant to the Plan, and neither the Company nor the Administrator is obligated to treat Eligible Individuals, Holders or any otherpersons uniformly. 

13.13 Unfunded Status of Awards. The Plan is intended to be an “unfunded” plan forincentive compensation. With respect to any payments not yet made to a Holder pursuant to an Award, nothing contained in the Plan or any Award Agreement shall give the Holder any rights that are greater than those of a general creditor of theCompany or any Subsidiary. 

13.14 Indemnification. To the extent allowable pursuant to applicable law, each member ofthe Committee or of the Board shall be indemnified and held harmless by the Company from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by such member in connection with or resulting from any claim, action,suit, or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action or failure to act pursuant to the Plan and against and from any and all amounts paid by him or her in satisfaction of judgment insuch action, suit, or proceeding against him or her; *provided* he or she gives 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. Theforegoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled pursuant to the Company’s Certificate of Incorporation or Bylaws, as a matter of law, or otherwise, or anypower that the Company may have to indemnify them or hold them harmless. 

 
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13.15 Relationship to other Benefits. No payment pursuant to the Plan shall be takeninto account in determining any benefits under any pension, retirement, savings, profit sharing, group insurance, welfare or other benefit plan of the Company or any Subsidiary except to the extent otherwise expressly provided in writing in suchother plan or an agreement thereunder. 

13.16 Expenses. The expenses of administering the Plan shall be borne by theCompany and its Subsidiaries. 

***   *   *   *   ***

I hereby certify that the foregoing Plan was duly adopted by the Board of Directors of ReachLocal, Inc. on February 21, 2010.

***   *   *   *   ***

I hereby certify that the foregoing Plan was approved by the stockholders of ReachLocal, Inc. on April 23, 2010. 

Executed on this 17th day of June, 2010. 

 
/s/ Adam F. WergelesCorporate Secretary
 
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