Outtask, Inc. 1999 Stock Incentive Plan



 Exhibit 4.5 
 OUTTASK.COM INC. 
 1999 STOCK INCENTIVE PLAN 
  

	1.	Establishment, Purpose and Types of Awards 

 Outtask.com Inc., a Delaware corporation (the “Company”), hereby establishes the OUTTASK.COM INC. 1999 STOCK INCENTIVE PLAN (the “Plan”). The purpose of the Plan is to promote the long-term growth and profitability of
the Company by (i) providing key people with incentives to improve stockholder value and to contribute to the growth and financial success of the Company, and (ii) enabling the Company to attract, retain and reward the best-available
persons. 
 The Plan permits the granting of stock options (including incentive stock options qualifying under Code section 422 and
nonqualified stock options), stock appreciation rights, restricted or unrestricted stock awards, phantom stock, performance awards, other stock-based awards, or any combination of the foregoing. 
  

	2.	Definitions 

 Under this Plan, except where the
context otherwise indicates, the following definitions apply: 
 (a) “Affiliate” shall mean any entity, whether now or
hereafter existing, which controls, is controlled by, or is under common control with, the Company (including, but not limited to, joint ventures, limited liability companies, and partnerships). For this purpose, “control” shall mean
ownership of 50% or more of the total combined voting power or value of all classes of stock or interests of the entity. 
 (b)
“Award” shall mean any stock option, stock appreciation right, stock award, phantom stock award, performance award, or other stock-based award. 
 (c) “Board” shall mean the Board of Directors of the Company. 
 (d) “Change in
Control” shall mean (i) the sale of all or substantially all of the assets of the Company, (ii) the sale of more than 50% of the outstanding capital stock of the Company in a non-public sale, (iii) the dissolution or
liquidation of the Company, or (iv) any merger, share exchange, consolidation or other reorganization or business combination of the Company if immediately after such transaction either (A) persons who were directors of the Company
immediately prior to such transaction do not constitute at least a majority of the directors of the surviving entity, or (B) persons who hold a majority of the voting capital stock of the surviving entity are not persons who held a majority of
the voting capital stock of the Company immediately prior to such transaction; provided, however, that the term “Change in Control” shall not include any transaction pursuant to which shares of capital stock of the Company
are transferred or issued to any trust, charitable organization, foundation, family partnership or other entity controlled directly or indirectly by, or established for the benefit of, Thomas A. DePasquale and/or Stephen DePasquale or their
immediate family members (including children, grandchildren, spouses, parents, and siblings, in each case to include adoptive relations), or transferred to any such immediate family members. 
 (e) “Code” shall mean the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder. 
 (f) “Common Stock” shall mean shares of common stock of the Company, par value $0.01 per share. 







 (g) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

 (h) “Fair Market Value” shall mean, with respect to a share of the Company’s Common Stock for any purpose on a
particular date, the value determined by the Administrator in good faith. However, if the Common Stock is registered under Section 12(b) of the Exchange Act, “Fair Market Value” shall mean, as applicable, (i) either the
closing price or the average of the high and low sale price on the relevant date, as determined in the Administrator’s discretion, quoted on the New York Stock Exchange, the American Stock Exchange, or the Nasdaq National Market; (ii) the
last sale price on the relevant date quoted on the Nasdaq SmallCap Market; (iii) the average of the high bid and low asked prices on the relevant date quoted on the Nasdaq OTC Bulletin Board Service or by the National Quotation Bureau, Inc. or
a comparable service as determined in the Administrator’s discretion; or (iv) if the Common Stock is not quoted by any of the above, the average of the closing bid and asked prices on the relevant date furnished by a professional market
maker for the Common Stock, or by such other source, selected by the Administrator. If no public trading of the Common Stock occurs on the relevant date, then Fair Market Value shall be determined as of the next preceding date on which trading of
the Common Stock does occur. For all purposes under this Plan, the term “relevant date” as used in this Section 2.1(g) shall mean either the date as of which Fair Market Value is to be determined or the next preceding date on which
public trading of the Common Stock occurs, as determined in the Administrator’s discretion. 
 (i) “Grant Agreement”
shall mean a written document memorializing the terms and conditions of an Award granted pursuant to the Plan and shall incorporate the terms of the Plan. 
 (j) “Parent” shall mean a corporation, whether now or hereafter existing, within the meaning of the definition of “parent corporation” provided in Code section 424(e), or any successor
thereto. 
 (k) “Subsidiary” and “subsidiaries” shall mean only a corporation or corporations, whether now or
hereafter existing, within the meaning of the definition of “subsidiary corporation” provided in Code section 424(f), or any successor thereto. 
  

	3.	Administration 

 (a) Administration of the Plan.
The Plan shall be administered by the Board or by such committee or committees as may be appointed by the Board from time to time (the Board, committee or committees hereinafter referred to as the “Administrator”). 
 (b) Powers of the Administrator. The Administrator shall have all the powers vested in it by the terms of the Plan, such powers to include
authority, in its sole and absolute discretion, to grant Awards under the Plan, prescribe Grant Agreements evidencing such Awards and establish programs for granting Awards. 
 The Administrator shall have full power and authority to take all other actions necessary to carry out the purpose and intent of the Plan, including, but
not limited to, the authority to: (i) determine the eligible persons to whom, and the time or times at which Awards shall be granted; (ii) determine the types of Awards to be granted; (iii) determine the number of shares to be covered
by or used for reference purposes for each Award; (iv) impose such terms, limitations, restrictions and conditions upon any such Award as the Administrator shall deem appropriate; (v) modify, amend, extend or renew outstanding Awards, or
accept the surrender of outstanding Awards and substitute new Awards (provided however, that, except as provided in Section 7(d) of the Plan, any modification that would materially adversely affect any outstanding Award shall not be made
without the consent of the holder); (vi) accelerate or otherwise change the time in which an Award may be exercised or becomes payable and to waive or accelerate the lapse, in whole or in part, of any restriction or condition with respect to
such Award, including, but not limited to, any restriction or condition with respect 

  

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to the vesting or exercisability of an Award following termination of any grantee’s employment or other relationship with the Company; and
(vii) establish objectives and conditions, if any, for earning Awards and determining whether Awards will be paid after the end of a performance period. 
 The Administrator shall have full power and authority, in its sole and absolute discretion, to administer and interpret the Plan and to adopt and interpret such rules, regulations, agreements, guidelines and
instruments for the administration of the Plan and for the conduct of its business as the Administrator deems necessary or advisable. 
 (c)
Non-Uniform Determinations. The Administrator’s determinations under the Plan (including without limitation, determinations of the persons to receive Awards, the form, amount and timing of such Awards, the terms and provisions of such
Awards and the Grant Agreements evidencing such Awards) need not be uniform and may be made by the Administrator selectively among persons who receive, or are eligible to receive, Awards under the Plan, whether or not such persons are similarly
situated. 
 (d) Limited Liability. To the maximum extent permitted by law, no member of the Administrator shall be liable for any
action taken or decision made in good faith relating to the Plan or any Award thereunder. 
 (e) Indemnification. To the maximum
extent permitted by law and by the Company’s charter and by-laws, the members of the Administrator shall be indemnified by the Company in respect of all their activities under the Plan. 
 (f) Effect of Administrator’s Decision. All actions taken and decisions and determinations made by the Administrator on all matters relating
to the Plan pursuant to the powers vested in it hereunder shall be in the Administrator’s sole and absolute discretion and shall be conclusive and binding on all parties concerned, including the Company, its stockholders, any participants in
the Plan and any other employee, consultant, or director of the Company, and their respective successors in interest. 
  

	4.	Shares Available for the Plan 

 Subject to
adjustments as provided in Section 7(d) of the Plan, the shares of Common Stock that may be issued with respect to Awards granted under the Plan shall not exceed an aggregate of 2,000,000 shares of Common Stock. The Company shall reserve such
number of shares for Awards under the Plan, subject to adjustments as provided in Section 7(d) of the Plan. If any Award, or portion of an Award, under the Plan expires or terminates unexercised, becomes unexercisable or is forfeited or
otherwise terminated, surrendered or canceled as to any shares, or if any shares of Common Stock are surrendered to the Company in connection with any Award (whether or not such surrendered shares were acquired pursuant to any Award), the shares
subject to such Award and the surrendered shares shall thereafter be available for further Awards under the Plan; provided, however, that any such shares that are surrendered to the Company in connection with any Award or that are otherwise
forfeited after issuance shall not be available for purchase pursuant to incentive stock options intended to qualify under Code section 422. 
  

	5.	Participation 

 Participation in the Plan shall be
open to all employees, officers, consultants and directors of the Company, or of any Affiliate of the Company, as may be selected by the Administrator from time to time. 
  

	6.	Awards 

 The Administrator, in its sole discretion,
establishes the terms of all Awards granted under the Plan. Awards may be granted individually or in tandem with other types of Awards. All Awards are subject to the 

  

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terms and conditions provided in the Grant Agreement. The Administrator may permit or require a recipient of an Award to defer such individual’s receipt
of the payment of cash or the delivery of Common Stock that would otherwise be due to such individual by virtue of the exercise of, payment of, or lapse or waiver of restrictions respecting, any Award. If any such payment deferral is required or
permitted, the Administrator shall, in its sole discretion, establish rules and procedures for such payment deferrals. 
 (a) Stock
Options. The Administrator may from time to time grant to eligible participants Awards of incentive stock options as that term is defined in Code section 422 or nonqualified stock options; provided, however, that Awards of incentive stock
options shall be limited to employees of the Company or of any Parent or Subsidiary of the Company. Options intended to qualify as incentive stock options under Code section 422 must have an exercise price at least equal to Fair Market Value on the
date of grant, but nonqualified stock options may be granted with an exercise price less than Fair Market Value. No stock option shall be an incentive stock option unless so designated by the Administrator at the time of grant or in the Grant
Agreement evidencing such stock option. 
 (b) Stock Appreciation Rights. The Administrator may from time to time grant to eligible
participants Awards of Stock Appreciation Rights (“SAR”). An SAR entitles the grantee to receive, subject to the provisions of the Plan and the Grant Agreement, a payment having an aggregate value equal to the product of (i) the
excess of (A) the Fair Market Value on the exercise date of one share of Common Stock over (B) the base price per share specified in the Grant Agreement, times (ii) the number of shares specified by the SAR, or portion thereof, which
is exercised. Payment by the Company of the amount receivable upon any exercise of an SAR may be made by the delivery of Common Stock or cash, or any combination of Common Stock and cash, as determined in the sole discretion of the Administrator. If
upon settlement of the exercise of an SAR a grantee is to receive a portion of such payment in shares of Common Stock, the number of shares shall be determined by dividing such portion by the Fair Market Value of a share of Common Stock on the
exercise date. No fractional shares shall be used for such payment and the Administrator shall determine whether cash shall be given in lieu of such fractional shares or whether such fractional shares shall be eliminated. 
 (c) Stock Awards. The Administrator may from time to time grant restricted or unrestricted stock Awards to eligible participants in such amounts,
on such terms and conditions, and for such consideration, including no consideration or such minimum consideration as may be required by law, as it shall determine. A stock Award may be paid in Common Stock, in cash, or in a combination of Common
Stock and cash, as determined in the sole discretion of the Administrator. 
 (d) Phantom Stock. The Administrator may from time to
time grant Awards to eligible participants denominated in stock-equivalent units (“phantom stock”) in such amounts and on such terms and conditions as it shall determine. Phantom stock units granted to a participant shall be credited to a
bookkeeping reserve account solely for accounting purposes and shall not require a segregation of any of the Company’s assets. An Award of phantom stock may be settled in Common Stock, in cash, or in a combination of Common Stock and cash, as
determined in the sole discretion of the Administrator. Except as otherwise provided in the applicable Grant Agreement, the grantee shall not have the rights of a stockholder with respect to any shares of Common Stock represented by a phantom stock
unit solely as a result of the grant of a phantom stock unit to the grantee. 
 (e) Performance Awards. The Administrator may, in its
discretion, grant performance awards which become payable on account of attainment of one or more performance goals established by the Administrator. Performance awards may be paid by the delivery of Common Stock or cash, or any combination of
Common Stock and cash, as determined in the sole discretion of the Administrator. Performance goals established by the Administrator may be based on the Company’s or an Affiliate’s operating income or one or more other business criteria
selected by the Administrator that apply to an individual or group of individuals, a business unit, or the Company or an Affiliate as a whole, over such performance period as the Administrator may designate. 
  

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 (f) Other Stock-Based Awards. The Administrator may from time to time grant other stock-based
awards to eligible participants in such amounts, on such terms and conditions, and for such consideration, including no consideration or such minimum consideration as may be required by law, as it shall determine. Other stock-based awards may be
denominated in cash, in Common Stock or other securities, in stock-equivalent units, in stock appreciation units, in securities or debentures convertible into Common Stock, or in any combination of the foregoing and may be paid in Common Stock or
other securities, in cash, or in a combination of Common Stock or other securities and cash, all as determined in the sole discretion of the Administrator. 
  

	7.	Miscellaneous 

 (a) Withholding of Taxes.
Grantees and holders of Awards shall pay to the Company or its Affiliate, or make provision satisfactory to the Administrator for payment of, any taxes required to be withheld in respect of Awards under the Plan no later than the date of the
event creating the tax liability. The Company or its Affiliate may, to the extent permitted by law, deduct any such tax obligations from any payment of any kind otherwise due to the grantee or holder of an Award. In the event that payment to the
Company or its Affiliate of such tax obligations is made in shares of Common Stock, such shares shall be valued at Fair Market Value on the applicable date for such purposes. 
 (b) Loans. The Company or its Affiliate may make or guarantee loans to grantees to assist grantees in exercising Awards and satisfying any
withholding tax obligations. 
 (c) Transferability. Except as otherwise determined by the Administrator, and in any event in the case
of an incentive stock option or a stock appreciation right granted with respect to an incentive stock option, no Award granted under the Plan shall be transferable by a grantee otherwise than by will or the laws of descent and distribution. Unless
otherwise determined by the Administrator in accord with the provisions of the immediately preceding sentence, an Award may be exercised during the lifetime of the grantee, only by the grantee or, during the period the grantee is under a legal
disability, by the grantee’s guardian or legal representative. 
 (d) Adjustments; Business Combinations. In the event of changes
affecting the Company, the capitalization of the Company or the Common Stock of the Company by reason of any stock dividend, spin-off, split-up, recapitalization, merger, consolidation, business combination or exchange of shares and the like, the
Administrator shall, in its discretion, make appropriate adjustments to the maximum number and kind of shares reserved for issuance or with respect to which Awards may be granted under the Plan as provided in Section 4 of the Plan and to the
number, kind and price of shares covered by outstanding Awards, and shall, in its discretion and without the consent of holders of Awards, make any other adjustments in outstanding Awards, including but not limited to reducing the number of shares
subject to Awards or providing or mandating alternative settlement methods such as settlement of the Awards in cash or in shares of Common Stock or other securities of the Company or of any other entity, or in any other matters which relate to
Awards as the Administrator shall, in its sole discretion, determine to be necessary or appropriate. 
 Notwithstanding anything in the Plan
to the contrary and without the consent of holders of Awards, the Administrator, in its sole discretion, may make any modifications to any Awards, including but not limited to cancellation, forfeiture, surrender or other termination of the Awards in
whole or in part regardless of the vested status of the Award, in order to facilitate any business combination that is authorized by the Board to comply with requirements for treatment as a pooling of interests transaction for accounting purposes
under generally accepted accounting principles. 
  

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 The Administrator is authorized to make, in its discretion and without the consent of holders of Awards,
adjustments in the terms and conditions of, and the criteria included in, Awards in recognition of unusual or nonrecurring events affecting the Company, or the financial statements of the Company or any Affiliate, or of changes in applicable laws,
regulations, or accounting principles, whenever the Administrator determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan.

 (e) Substitution of Awards in Mergers and Acquisitions. Awards may be granted under the Plan from time to time in substitution for
Awards held by employees, officers, consultants or directors of entities who become or are about to become employees, officers, consultants or directors of the Company or an Affiliate as the result of a merger or consolidation of the employing
entity with the Company or an Affiliate, or the acquisition by the Company or an Affiliate of the assets or stock of the employing entity. The terms and conditions of any substitute Awards so granted may vary from the terms and conditions set forth
herein to the extent that the Administrator deems appropriate at the time of grant to conform the substitute Awards to the provisions of the awards for which they are substituted. 
 (f) Stock Restriction Agreement and Voting Trust. As a condition precedent to the grant of any Award under the Plan, the exercise pursuant to such
an Award, or to the delivery of certificates for shares issued pursuant to any Award, the Administrator may require the grantee or the grantee’s successor or permitted transferee, as the case may be, to become a party to a Stock Restriction
Agreement of the Company and/or a Voting Trust Agreement in such form(s) as the Administrator may determine from time to time. 
 (g)
Termination, Amendment and Modification of the Plan. The Board may terminate, amend or modify the Plan or any portion thereof at any time. 
 (h) Non-Guarantee of Employment or Service. Nothing in the Plan or in any Grant Agreement thereunder shall confer any right on an individual to continue in the service of the Company or shall interfere in any way with the right of
the Company to terminate such service at any time with or without cause or notice. 
 (i) Compliance with Securities Laws; Listing and
Registration. If at any time the Administrator determines that the delivery of Common Stock under the Plan is or may be unlawful under the laws of any applicable jurisdiction, or federal or state securities laws, the right to exercise an Award
or receive shares of Common Stock pursuant to an Award shall be suspended until the Administrator determines that such delivery is lawful. The Company shall have no obligation to effect any registration or qualification of the Common Stock under
federal or state laws. 
 The Company may require that a grantee, as a condition to exercise of an Award, and as a condition to the delivery
of any share certificate, make such written representations (including representations to the effect that such person will not dispose of the Common Stock so acquired in violation of federal or state securities laws) and furnish such information as
may, in the opinion of counsel for the Company, be appropriate to permit the Company to issue the Common Stock in compliance with applicable federal and state securities laws. The stock certificates for any shares of Common Stock issued pursuant to
this Plan may bear a legend restricting transferability of the shares of Common Stock unless such shares are registered or an exemption from registration is available under the Securities Act and applicable state securities laws. 
 (j) No Trust or Fund Created. Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a
fiduciary relationship between the Company and a grantee or any other person. To the extent that any grantee or other person acquires a right to receive payments from the Company pursuant to an Award, such right shall be no greater than the right of
any unsecured general creditor of the Company. 
  

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 (k) Governing Law. The validity, construction and effect of the Plan, of Grant Agreements entered
into pursuant to the Plan, and of any rules, regulations, determinations or decisions made by the Administrator relating to the Plan or such Grant Agreements, and the rights of any and all persons having or claiming to have any interest therein or
thereunder, shall be determined exclusively in accordance with applicable federal laws and the laws of the State of Delaware, without regard to its conflict of laws principles. 
 (l) Effective Date; Termination Date. The Plan is effective as of the date on which the Plan is adopted by the Board, subject to approval of the
stockholders within twelve months before or after such date. No Award shall be granted under the Plan after the close of business on the day immediately preceding the tenth anniversary of the effective date of the Plan, or if earlier, the tenth
anniversary of the date this Plan is approved by the stockholders. Subject to other applicable provisions of the Plan, all Awards made under the Plan prior to such termination of the Plan shall remain in effect until such Awards have been satisfied
or terminated in accordance with the Plan and the terms of such Awards. 
 Date Approved by the Board: April 8, 1999 
 Date Approved by the Stockholders: August 1, 1999 
  

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 APPENDIX A 
 PROVISIONS FOR CALIFORNIA RESIDENTS 
 With respect to Awards granted to California residents prior to a public
offering of capital stock of the Company that is effected pursuant to a registration statement filed with, and declared effective by, the Securities and Exchange Commission under the Securities Act of 1933, as amended and only to the extent required
by applicable law, the following sections shall be substituted for the sections set forth in the Plan: 
  

	1.	Establishment, Purpose and Types of Awards 

 Outtask.com Inc. a Delaware corporation (the “Company”), hereby establishes the OUTTASK.COM INC. 1999 STOCK INCENTIVE PLAN (the “Plan”). The purpose of the Plan is to promote the long-term growth and profitability of the
Company by (i) providing key people with incentives to improve stockholder value and to contribute to the growth and financial success of the Company, and (ii) enabling the Company to attract, retain and reward the best-available persons.
The Plan is intended to be a written compensatory benefit plan within the meaning of Rule 701 promulgated under the Securities Act of 1933, as amended. 
 The Plan permits the granting of stock options (including incentive stock options qualifying under Code section 422 and nonqualified stock options), restricted or unrestricted stock awards or any combination of the
foregoing. 
  

	6.	Awards 

 The Administrator, in its sole discretion,
establishes the terms of all Awards granted under the Plan. Awards may be granted individually or in tandem with other types of Awards. All Awards are subject to the terms and conditions provided in the Grant Agreement. 
 (a) Stock Options. The Administrator may from time to time grant to eligible participants Awards of incentive stock options as that term is
defined in Code section 422 or nonqualified stock options; provided, however, that Awards of incentive stock options shall be limited to employees of the Company or of any Parent or Subsidiary of the Company. No stock option shall be an incentive
stock option unless so designated by the Administrator at the time of grant or in the Grant Agreement evidencing such stock option. 
 (i) Exercise Price. Options intended to qualify as incentive stock options under Code section 422 must have an exercise price at least equal to Fair Market Value on the date of grant; provided, however, that the
exercise price of any incentive stock option granted to a person who directly or by attribution owns more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or any Parent or Subsidiary of the
Company (a “Ten Percent Stockholder”) must not be less than one hundred ten percent (110%) of the Fair Market Value on the date of grant. The exercise price of a nonqualified stock option granted to anyone other than a Ten Percent
Stockholder must not be less than eighty-five percent (85%) of the Fair Market Value on the date of grant, and the exercise price of a nonqualified stock option granted to a Ten Percent Stockholder must not be less than one hundred ten percent
(110%) of the Fair Market Value on the date of grant. 
 (ii) Exercise Period. No option will be exercisable after
the expiration of ten (10) years from the date the option is granted. Subject to earlier termination of the option as provided herein, each optionee who is not an officer, director or consultant of the Company or of a Parent or Subsidiary of
the Company shall have the right to exercise an option granted hereunder at the rate of no less than twenty percent (20%) per year over five (5) years from the date such option is granted. 







 (b) Stock Awards. The Administrator may from time to time grant restricted or unrestricted stock
Awards to eligible participants in such amounts and on such terms and conditions as it shall determine. The purchase price of shares sold pursuant to a restricted or unrestricted stock Award shall be at least eighty-five percent (85%) of the
Fair Market Value on the date of grant or at the time the purchase is consummated; provided, however, that the purchase price of shares sold to a Ten Percent Stockholder must be at least one hundred percent (100%) of the Fair Market Value on
the date of grant or at the time the purchase is consummated. 
  

	7.	Miscellaneous 

 (a) [Same as Plan]

 (b) [Same as Plan] 
 (c) Transferability. No Award granted under the Plan shall be transferable by a grantee otherwise than by will or the laws of descent and distribution. An Award may be exercised during the lifetime of the grantee, only by the grantee
or, during the period the grantee is under a legal disability, by the grantee’s guardian or legal representative. 
 (d) [Same as
Plan] 
 (e) [Same as Plan] 
 (f) [Same as Plan] 
 (g) [Same as Plan]  
 (h) [Same as Plan] 
 (i)
Compliance with Securities Laws; Listing and Registration. This Plan is intended to comply with Section 25102(o) of the California Corporations Code. Any provision of this Plan which is inconsistent with Section 25102(o), including
without limitation any provision of this Plan that is more restrictive than would be permitted by Section 25102(o) as amended from time to time, shall, without further act or amendment by the Board, be reformed to comply with the requirements
of Section 25102(o). If at any time the Administrator determines that the delivery of Common Stock under the Plan is or may be unlawful under the laws of any applicable jurisdiction, or federal or state securities laws, the right to exercise an
Award or receive shares of Common Stock pursuant to an Award shall be suspended until the Administrator determines that such delivery is lawful. The Company shall have no obligation to effect any registration or qualification of the Common Stock
under federal or state laws. 
 The Company may require that a grantee, as a condition to exercise of an Award, and as a condition to the
delivery of any share certificate, make such written representations (including representations to the effect that such person will not dispose of the Common Stock so acquired in violation of federal or state securities laws) and furnish such
information as may, in the opinion of counsel for the Company, be appropriate to permit the Company to issue the Common Stock in compliance with applicable federal and state securities laws. The stock certificates for any shares of Common Stock
issued pursuant to this Plan may bear a legend restricting transferability of the shares of Common Stock unless such shares are registered or an exemption from registration is available under the Securities Act of 1933, as amended, and applicable
state securities laws. 
 (j) [Same as Plan] 







 (k) [Same as Plan]  
 (l) [Same as Plan] 
 (m) Financial Statements. The Company will provide financial
statements to each Award recipient annually during the period such individual has Awards outstanding, or as otherwise required under Section 260.140.46 of Title 10 of the California Code of Regulations. Notwithstanding the foregoing, the
Company will not be required to provide such financial statements to Award recipients when issuance is limited to key employees whose services in connection with the Company assure them access to equivalent information. 
 (n) Voting Rights. The Company will comply with Section 260.140.1 of Title 10 of the California Code of Regulations with respect to the
voting rights of Common Stock. 
  

	8.	Termination of Employment or Service. 

 (a)
Exercise Period Following Cessation of Employment or Service. In General. If an optionee’s employment or other service relationship with the Company is terminated voluntarily by the optionee for any reason (excluding death or total and
permanent disability (as defined in Section 8(b) below)), (i) the optionee’s stock options granted hereunder shall terminate immediately upon such cessation of relationship to the extent of any unvested shares and (ii) the
optionee’s stock options granted hereunder shall be exercisable during the 30-day period, or such longer period as may be specified in the relevant grant agreement, following such cessation of relationship with respect to any vested shares, but
in no event after the expiration date. Unless sooner terminated, stock options granted hereunder shall terminate upon the expiration of such 30-day or longer-specified period, as applicable. 
 If the optionee’s employment or other service relationship with the Company is terminated involuntarily by the Company for any reason other than
death, total and permanent disability (as defined in Section 8(b) below) or discharge for “Cause” (as defined in Section 8(d) below), (i) the optionee’s stock options granted hereunder shall terminate immediately upon
such cessation of relationship to the extent of any unvested shares and (ii) the optionee’s stock options granted hereunder shall be exercisable during the 90-day period, or such longer period as may be specified in the relevant grant
agreement, following such cessation of relationship with respect to any vested shares, but in no event after the expiration date. Unless sooner terminated, stock options granted hereunder shall terminate upon the expiration of such 90-day or
longer-specified period, as applicable. 
 (b) Disability of Optionee. Notwithstanding the provisions of Section 8(a) above, if
the optionee ceases his employment or other service relationship with the Company as a result of his or her total and permanent disability, (i) the optionee’s stock options granted hereunder shall terminate immediately upon such cessation
to the extent of any unvested shares and (ii) the optionee’s stock options granted hereunder shall be exercisable during the 180-day period, or such longer period as may be specified in the relevant grant agreement, following such
cessation with respect to any vested shares, but in no event after the expiration date. Unless sooner terminated, stock options granted hereunder shall terminate upon the expiration of such 180-day or longer-specified period, as applicable.

 For purposes of this Plan, “total and permanent disability” shall mean the inability to engage in any substantial gainful
activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than twelve months. The Administrator may
require such proof of total and permanent disability as the Administrator in its sole discretion deems appropriate and the Administrator’s good faith determination as to whether the optionee is totally and permanently disabled shall be final
and binding on all parties concerned. 







 (c) Death of Optionee. If the optionee dies prior to the expiration date or other termination of a
stock option granted hereunder, (i) the optionee’s stock options granted hereunder shall terminate immediately upon the optionee’s death to the extent of any unvested shares and (ii) the optionee’s stock options granted
hereunder shall be exercisable during the one-year period following the death of the optionee with respect to any vested shares, but in no event after the expiration date, by the optionee’s executor, personal representative, or the person(s) to
whom the option is transferred by will or the laws of descent and distribution. Unless sooner terminated, the optionee’s stock options granted hereunder shall terminate upon the expiration of such one-year period. 
 (d) Cause. Notwithstanding anything to the contrary herein, an optionee’s stock options granted hereunder shall terminate in their entirety,
regardless of whether such options are vested in whole or in part, immediately upon the optionee’s discharge of employment or other service relationship by the Company for Cause. For purposes of this Agreement, if the optionee is a party to a
written employment agreement or other service agreement with the Company which contains a definition of “cause”, “termination for cause” or any other similar term or phrase, whether the optionee is terminated for Cause pursuant
to this Section 8 shall be determined according to the terms of and in a manner consistent with the provisions of such written agreement. If the optionee is not party to such a written employment agreement or other service agreement with the
Company, then for purposes of this Section 8, “Cause” shall mean (i) conviction of, or plea of nolo contendere to, a felony or crime involving moral turpitude; (ii) fraud on or misappropriation of any funds or property of
the Company; (iii) personal dishonesty, incompetence, willful misconduct, willful violation of any law, rule or regulation (other than minor traffic violations or similar offenses) or breach of fiduciary duty which involves personal profit;
(iv) willful misconduct in connection with the optionee’s duties or willful failure to perform his responsibilities in the best interests of the Company; (v) breach of any provision of any employment, nondisclosure, non-competition,
non-solicitation or other similar agreement executed by the optionee for the benefit of the Company. The good faith determination by the Administrator of whether the optionee’s employment or other service relationship was terminated by the
Company for Cause shall be final and binding for all purposes hereunder. 
  

	9.	Company’s Repurchase Option. 

 At the
discretion of the Administrator, the Company may reserve to itself and/or its assignee(s) in the Grant Agreement or Stock Restriction Agreement a right to repurchase shares held by an Award recipient following such Award recipient’s termination
at any time within ninety (90) days after such Award recipient’s termination date (or in the case of securities issued upon exercise of an option after the termination date, within ninety (90) days after the date of such exercise) for
cash and/or cancellation of purchase money indebtedness, at: (A) with respect to vested shares, the Fair Market Value of such shares on the Award recipient’s termination date, provided, that such right to repurchase vested shares
terminates when the Company’s securities become publicly traded; or (B) with respect to unvested shares, the Award recipient’s exercise price, provided, that to the extent the Award recipient is not an officer, director or
consultant of the Company or of a Parent or Subsidiary of the Company such right to repurchase unvested shares at the exercise price lapses at the rate of at least twenty percent (20%) per year over five (5) years from the date of grant of
the option.