EX-10.3.5



 Exhibit 10.3.5 
 CYAN, INC. 
 2013 EQUITY INCENTIVE PLAN 

NON-U.S. RESTRICTED STOCK UNIT AWARD AGREEMENT 
 Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Cyan, Inc. 2013 Equity Incentive Plan (the “Plan”). 

 

					
	Participant Name:	 	  
	 	

 NOTICE OF RESTRICTED STOCK UNIT GRANT 

Cyan, Inc. (the “Company”) has granted the individual (“Participant”) named above an Award of
Restricted Stock Units, subject to the terms and conditions of the Plan and this Non-U.S. Restricted Stock Unit Award Agreement, including the Terms and Conditions of Restricted Stock Unit Grant attached hereto as Exhibit A and the Country
Addendum attached hereto as Exhibit B (collectively, the “Award Agreement”), as follows: 
  

					
	Grant Number:	 	  
	 	
			
	Date of Grant:	 	  
	 	
			
	First Vesting Date:	 	  
	 	
			
	Number of Restricted Stock Units:	 	  
	 	
			
	Vesting Schedule:	 		 	

 [INSERT VESTING SCHEDULE] 
 The vesting of the Restricted Stock Units in accordance with the schedule set forth above is subject to Participant continuing to be a Service Provider for the Company or a Parent or Subsidiary of the
Company through each vesting date. In the event that Participant ceases to be a Service Provider for the Company or a Parent or Subsidiary of the Company, any unvested Restricted Stock Units will terminate immediately. For purposes of the Restricted
Stock Units, unless Participant is on a leave of absence approved by the Company as set forth in Section 11 of the Plan, Participant’s status as a Service Provider will be considered terminated as of the date that Participant is no longer
actively providing services for the Company or a Parent of Subsidiary of the Company (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Participant is
providing services or the terms of Participant’s employment or service agreement, if any) and, unless otherwise expressly provided in the Award Agreement or otherwise determined by the Company, Participant’s right to vest in the Restricted
Stock Units under the Plan, if any, will terminate as of such date and will not be extended by any notice period (e.g., Participant’s period of service would not include any contractual notice period or any period of “garden
leave” or similar period mandated under employment laws in the jurisdiction where Participant is providing services or the terms of Participant’s employment or service agreement, if any). 

By Participant’s signature and the signature of the Company’s representative below, Participant and the Company agree that
this Award of Restricted Stock Units is granted under 







 
and governed by the terms and conditions of the Plan and the Award Agreement, including the Terms and Conditions of Restricted Stock Unit Grant attached hereto as Exhibit A and the Country
Addendum attached hereto as Exhibit B, all of which are made a part of this document. Participant acknowledges that he or she has reviewed the Plan and the Award Agreement, has had an opportunity to obtain the advice of counsel prior to
executing this Notice of Restricted Stock Unit Grant and fully understands all provisions of the Plan and the Award Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator
upon any questions relating to the Plan or the Award Agreement. Participant further agrees to notify the Company upon any change in the residence address indicated below. 

 

					
	PARTICIPANT:	 		 	CYAN, INC.
			
	  
	 		 	  

	Signature	 		 	By
			
	  
	 		 	  

	Print Name	 		 	Title
			
	Residence Address:	 		 	
			
	  
	 		 	
			
	  
	 		 	


  

					
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 EXHIBIT A 

TERMS AND CONDITIONS OF RESTRICTED STOCK UNIT GRANT 
 1. Grant. The Company hereby grants to Participant an Award of Restricted Stock Units in the amount set forth on the first page of the Award Agreement under Notice of Restricted Stock Unit Grant
(the “Notice of Grant”) subject to all of the terms and conditions of the Award Agreement, including any country-specific provisions contained in the Country Addendum set forth in Exhibit B and of the Plan, which is incorporated
herein by reference. Subject to Section 18(c) of the Plan, in the event of a conflict between the terms and conditions of the Plan and the terms and conditions of the Award Agreement, the terms and conditions of the Plan will prevail.
Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Plan. 
 2.
Company’s Obligation to Pay. Each Restricted Stock Unit represents the right to receive one Share on the date such Restricted Stock Unit vests. Unless and until the Restricted Stock Units have vested in the manner set forth in
Sections 3 or 4, Participant will have no right to payment of Shares pursuant to any such Restricted Stock Units. Prior to actual payment of any vested Restricted Stock Units, such Restricted Stock Units will represent an unsecured obligation
of the Company, payable (if at all) only from the general assets of the Company. Any Restricted Stock Units that vest in accordance with Sections 3 or 4 will be paid to Participant (or in the event of Participant’s death, to his or her
estate) in whole Shares, subject to Participant satisfying any obligations for Tax-Related Items (as defined in Section 7). Subject to the provisions of Section 4, such vested Restricted Stock Units will be paid in whole Shares as
soon as practicable after vesting, but in each such case within the period sixty (60) days following the vesting date. In no event will Participant be permitted, directly or indirectly, to specify the taxable year of the payment of any Shares
under this Award. 
 3. Vesting Schedule. Except as provided in Section 4, and subject to Section 5, the
Restricted Stock Units awarded by the Award Agreement will vest in accordance with the vesting provisions set forth in the Notice of Grant. 
 4. Administrator Discretion. The Administrator, in its discretion, may accelerate the vesting of the balance, or some lesser portion of the balance, of the unvested Restricted Stock Units at any
time, subject to the terms of the Plan. If so accelerated, such Restricted Stock Units will be considered as having vested as of the date specified by the Administrator. The payment of Shares vesting pursuant to this Section 4 will in all cases
be paid at a time or in a manner that is exempt from, or complies with, Section 409A (as described below). 
 If
Participant is a U.S. taxpayer, notwithstanding anything in the Plan or the Award Agreement to the contrary, if the vesting of the balance, or some lesser portion of the balance, of the Restricted Stock Units is accelerated in connection with the
termination of Participant’s status as a Service Provider (provided that such termination constitutes a “separation from service” within the meaning of Section 409A, as determined by the Company), other than due to
Participant’s death, and if (x) Participant is a “specified employee” within the meaning of Section 409A at the time of such cessation of Participant’s status as a Service Provider and (y) the payment of Shares
pursuant to such accelerated Restricted Stock Units will result in the imposition of additional tax under Section 409A if paid to Participant on or within the six (6) month period following the cessation of Participant’s status as a
Service Provider, then the payment of such accelerated Restricted Stock Units will not be made until the date six (6) months and one (1) day following the date of termination of Participant’s status as a Service


  

					
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Provider, except in the event of Participant’s death following the cessation of Participant’s status as a Service Provider, in which case, the Restricted Stock Units will be paid in
Shares to Participant’s estate as soon as practicable following his or her death. It is the intent of the Award Agreement that the Award Agreement and all payments and benefits hereunder be exempt from, or comply with, the requirements of
Section 409A so that none of the Restricted Stock Units provided under the Award Agreement or Shares issuable thereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to be
so exempt or so comply. Each payment payable under the Award Agreement is intended to constitute a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). For purposes of the Award Agreement, “Section
409A” means Section 409A of the Code, and any final U.S. Treasury Regulations and U.S. Internal Revenue Service guidance thereunder, as each may be amended from time to time. 

5. Forfeiture upon Termination of Status as a Service Provider. Notwithstanding any contrary provision of the Award Agreement, the
balance of the Restricted Stock Units that have not vested as of the time of the termination of Participant’s status as a Service Provider and Participant’s right to acquire any Shares hereunder will terminate immediately in accordance
with the provisions set forth in the Notice of Grant. 
 6. Death of Participant. Any distribution or delivery to be made
to Participant under the Award Agreement will, if Participant is then deceased, be made to the administrator or executor of Participant’s estate. Any such transferee must furnish the Company with (a) written notice of his or her status as
transferee, and (b) evidence satisfactory to the Company to establish the validity of the transfer and compliance with any laws or regulations pertaining to said transfer. 

7. Tax Obligations. 
 (a) Responsibility for Taxes. Notwithstanding any contrary provision of the Award Agreement, no certificate representing the Shares (or proceeds from the sale of Shares) will be issued to
Participant, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Participant with respect to the payment of income, employment, social insurance, payroll tax, fringe benefit tax, payment on account
or other tax-related items related to Participant’s participation in the Plan and legally applicable to Participant or deemed by the Company or Participant’s employer (the “Employer”) in its discretion to be an appropriate
charge to Participant even if legally applicable to the Company or the Employer (“Tax-Related Items”) which the Company determines must be withheld with respect to the Restricted Stock Units or the Shares. Participant acknowledges
that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including, but not limited to, the grant or vesting
of the Restricted Stock Units, the subsequent sale of Shares acquired upon vesting of the Restricted Stock Units and the receipt of any dividends; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any
aspect of the Restricted Stock Units to reduce or eliminate Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if Participant is subject to tax in more than one jurisdiction between the Date of Grant
and the date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items
in more than one jurisdiction. 

  

					
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 (b) Tax Withholding. Prior to the vesting of the Restricted Stock Units, Participant
will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all withholding and payment obligations of Tax-Related Items of the Company and/or the Employer. In this regard, Participant authorizes the Company
and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by withholding from Participant’s wages or other cash compensation paid to Participant by the Company and/or
the Employer, or withholding from proceeds of the sale of Shares acquired upon vesting of the Restricted Stock Units either through a voluntary sale or through a mandatory sale arranged by the Company (on Participant’s behalf pursuant to this
authorization) without further consent from Participant. If withholding is performed from proceeds from the sale of Shares acquired upon vesting of the Restricted Stock Units, the Company may withhold or account for Tax-Related Items by considering
maximum applicable rates, in which case Participant will receive a refund of any over-withheld amount in cash and will have no entitlement to the Common Stock equivalent. Alternatively, or in addition, if permissible under applicable local law, the
Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant to satisfy his or her obligations for Tax-Related Items, in whole or in part (without limitation) by
(i) delivery of cash or check to the Company or the Employer, (ii) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the minimum amount required to be withheld, or (iii) selling a
sufficient number of Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld. Further, to the extent
determined appropriate by the Company in its discretion, the Company will have the right (but not the obligation) to satisfy any obligations for Tax-Related Items by reducing the number of Shares otherwise deliverable to Participant. If the
obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, Participant is deemed to have been issued the full number of Shares subject to the vested Restricted Stock Units, notwithstanding that a number of the Shares
are held back solely for the purpose of paying the Tax-Related Items. 
 8. Rights as Stockholder. Neither Participant
nor any person claiming under or through Participant will have any of the rights or privileges of a stockholder of the Company in respect of any Shares deliverable hereunder unless and until certificates representing such Shares will have been
issued, recorded on the records of the Company or its transfer agents or registrars, and delivered to Participant. After such issuance, recordation and delivery, Participant will have all the rights of a stockholder of the Company with respect to
voting such Shares and receipt of dividends and distributions on such Shares. 
 9. No Guarantee of Continued Service.
PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING OF THE RESTRICTED STOCK UNITS PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS AN ACTIVE SERVICE PROVIDER FOR THE EMPLOYER, THE COMPANY (OR A PARENT OR SUBSIDIARY OF THE
COMPANY) AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS AWARD OF RESTRICTED STOCK UNITS OR ACQUIRING SHARES HEREUNDER. PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THE AWARD AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND
THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND WILL NOT INTERFERE IN ANY WAY WITH PARTICIPANT’S RIGHT OR
THE RIGHT OF THE EMPLOYER, THE COMPANY OR ANY PARENT OR SUBSIDIARY OF THE COMPANY TO TERMINATE PARTICIPANT’S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME. 

  

					
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 10. Nature of Grant. In accepting the grant, Participant acknowledges, understands
and agrees that: 
 (a) the Award of the Restricted Stock Units is voluntary and occasional and does not create any contractual
or other right to receive future Awards of Restricted Stock Units, or benefits in lieu of Restricted Stock Units, even if Restricted Stock Units have been granted in the past; 
 (b) all decisions with respect to future Awards of Restricted Stock Units or other awards, if any, will be at the sole discretion of the Company; 

(c) Participant is voluntarily participating in the Plan; 
 (d) the Restricted Stock Units and the Shares subject to the Restricted Stock Units are not intended to replace any pension rights or compensation; 

(e) the Restricted Stock Units and the Shares subject to the Restricted Stock Units, and the income and value of same, are not part of
normal or expected compensation or salary for any purpose including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or
welfare benefits or similar payments; 
 (f) the future value of the underlying Shares is unknown, indeterminable and cannot be
predicted with certainty; 
 (g) unless otherwise provided in the Plan or by the Company in its discretion, the Restricted Stock
Units and the benefits evidenced by the Award Agreement do not create any entitlement to have the Restricted Stock Units or any such benefits transferred to, or assumed by, another company nor be exchanged, cashed out or substituted for, in
connection with any corporate transaction affecting the Shares; 
 (h) the Restricted Stock Units and the Shares subject to the
Restricted Stock Units are not part of normal or expected compensation or salary for any purpose; 
 (i) none of the Company,
the Employer, or any Parent or Subsidiary of the Company shall be liable for any foreign exchange rate fluctuation between Participant’s local currency and the United States Dollar that may affect the value of the Restricted Stock Units or of
any amounts due to Participant pursuant to the payment of the Restricted Stock Units or the subsequent sale of any Shares acquired upon payment; and 
 (j) no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from the termination of Participant’s status as a Service Provider with the
Employer, the Company or any Parent or Subsidiary of the Company (for any reason whatsoever whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Participant is a Service Provider or the terms of
Participant’s service agreement, if any), and in consideration of the Award of the Restricted Stock Units to which Participant is otherwise not entitled, Participant irrevocably agrees never to institute any claim against the Employer, the
Company or any Parent or Subsidiary of the Company, waives his or her ability, if any, to bring any such claim, and releases the Company, any Parent, any Subsidiary and the Employer from any such claim; if, notwithstanding the foregoing, any such
claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, 

  

					
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Participant shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim. 

11. No Advice Regarding Grant. The Company is not providing any tax, legal or financial advice, nor is the Company making any
recommendations regarding Participant’s participation in the Plan, or Participant’s acquisition or sale of the underlying Shares. Participant is hereby advised to consult with his or her own personal tax, legal and financial advisors
regarding his or her participation in the Plan before taking any action related to the Plan. 
 12. Data Privacy.
Participant hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of Participant’s personal data as described in the Award Agreement and any other Restricted Stock Unit grant materials
by and among, as applicable, the Employer, the Company and any Parent or Subsidiary of the Company for the exclusive purpose of implementing, administering and managing Participant’s participation in the Plan. 

Participant understands that the Company and the Employer may hold certain personal information about Participant, including, but not
limited to, Participant’s name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any Shares or directorships held in the Company, details of all Restricted
Stock Units or any other entitlement to Shares awarded, canceled, exercised, vested, unvested or outstanding in Participant’s favor (“Data”), for the exclusive purpose of implementing, administering and managing
the Plan. 
 Participant understands that Data may be transferred to a stock plan service provider as may be selected by
the Company to assist the Company with the implementation, administration and management of the Plan. Participant understands that the recipients of the Data may be located in the United States or elsewhere, and that a recipient’s country of
operation (e.g., the United States) may have different data privacy laws and protections than Participant’s country of residence. Participant understands that he or she may request a list with the names and addresses of any potential recipients
of the Data by contacting his or her local human resources representative. Participant authorizes the Company, any stock plan service provider selected by the Company and any other possible recipients which may assist the Company (presently or in
the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing his or her participation in the
Plan. Participant understands that Data will be held only as long as is necessary to implement, administer and manage Participant’s participation in the Plan. Participant understands that he or she may, at any time, view Data, request
additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing his or her local human resources representative.
Further, Participant understands that he or she is providing the consents herein on a purely voluntary basis. If Participant does not consent, or if Participant later seeks to revoke his or her consent, his or her status as a Service Provider and
career with the Employer will not be adversely affected; the only adverse consequence of refusing or withdrawing Participant’s consent is that the Company would not be able to grant Participant Restricted Stock Units or other equity awards or
administer or maintain such awards. Therefore, Participant understands that refusing or withdrawing his or her consent may affect Participant’s ability to participate in the Plan. For more information on the consequences of Participant’s
refusal to consent or withdrawal of consent, Participant understands that he or she may contact his or her local human resources representative. 

  

					
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 13. Address for Notices. Any notice to be given to the Company under the terms of the
Award Agreement will be addressed to the Company at Cyan, Inc., 1383 N. McDowell Blvd., Suite 300, Petaluma, CA 94954, or at such other address as the Company may hereafter designate in writing. 

14. Award is Not Transferable. Except to the limited extent provided in Section 6, this Award of Restricted Stock Units and
the rights and privileges conferred hereby will not be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and will not be subject to sale under execution, attachment or similar process. Upon any
attempt to transfer, assign, pledge, hypothecate or otherwise dispose of this Award of Restricted Stock Units, or any right or privilege conferred hereby, or upon any attempted sale under any execution, attachment or similar process, this Award of
Restricted Stock Units and the rights and privileges conferred hereby immediately will become null and void. 
 15. Binding
Agreement. Subject to the limitation on the transferability of this Award of Restricted Stock Units contained herein, the Award Agreement will be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and
assigns of the parties hereto. 
 16. Additional Conditions to Issuance of Shares. If at any time the Company will
determine, in its discretion, that the listing, registration, qualification or rule compliance of the Shares upon any securities exchange or under any state, federal or foreign law, the tax code and related regulations or the consent or approval of
any governmental regulatory authority is necessary or desirable as a condition to the issuance of Shares to Participant (or his or her estate) hereunder, such issuance will not occur unless and until such listing, registration, qualification,
rule compliance, consent or approval will have been completed, effected or obtained free of any conditions not acceptable to the Company. Where the Company determines that the delivery of the payment of any Shares will violate federal securities
laws or other applicable laws, the Company will defer delivery until the earliest date at which the Company reasonably anticipates that the delivery of Shares no longer will cause such violation. The Company will make all reasonable efforts to meet
the requirements of any such state, federal or foreign law or securities exchange and to obtain any such consent or approval of any such governmental authority or securities exchange. Subject to Section 22 of the Award Agreement, the Company
reserves the right to impose other requirements on Participant’s participation in the Plan, on the Restricted Stock Units and on any Shares acquired upon vesting of the Restricted Stock Units to the extent the Company determines it is necessary
or advisable for legal or administrative reasons, and to require Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing. 

17. Plan Governs. The Award Agreement is subject to all terms and provisions of the Plan. 

18. Administrator Authority. The Administrator will have the power to interpret the Plan and the Award Agreement and to adopt such
rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret or revoke any such rules (including, but not limited to, the determination of whether or not any Restricted Stock Units have
vested). All actions taken and all interpretations and determinations made by the Administrator in good faith will be final and binding upon Participant, the Company and all other interested persons. No member of the Administrator will be personally
liable for any action, determination or interpretation made in good faith with respect to the Plan or the Award Agreement. 

  

					
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 19. Electronic Delivery and Acceptance. The Company may, in its sole discretion,
decide to deliver any documents related to this Award of Restricted Stock Units or future Restricted Stock Units that may be awarded under the Plan by electronic means or request Participant’s consent to participate in the Plan by electronic
means. Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through any online or electronic system established and maintained by the Company or a third party designated by the Company.

 20. Captions. Captions provided herein are for convenience only and are not to serve as a basis for interpretation or
construction of the Award Agreement. 
 21. Agreement Severable. In the event that any provision in the Award Agreement
will be held invalid or unenforceable, such provision will be severable from, and such invalidity or unenforceability will not be construed to have any effect on, the remaining provisions of the Award Agreement. 

22. Modifications to the Award Agreement. The Award Agreement constitutes the entire understanding of the parties on the subjects
covered. Participant expressly warrants that he or she is not accepting the Award Agreement in reliance on any promises, representations, or inducements other than those contained herein. Unless otherwise set forth herein, modifications to the Award
Agreement or the Plan can be made only in an express written contract executed by a duly authorized officer of the Company. Notwithstanding anything to the contrary in the Plan or the Award Agreement, the Company reserves the right to revise the
Award Agreement as it deems necessary or advisable, in its sole discretion and without the consent of Participant, to comply with Section 409A or to otherwise avoid imposition of any additional tax or income recognition under Section 409A
in connection to this Award of Restricted Stock Units. 
 23. Amendment, Suspension or Termination of the Plan. By
accepting this Award of Restricted Stock Units, Participant expressly warrants that he or she has received an Award of Restricted Stock Units under the Plan, and has received, read and understood a description of the Plan. Participant understands
that the Plan is discretionary in nature, is established voluntarily by the Company, and may be amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan. 

24. Waiver. Participant acknowledges that a waiver by the Company of breach of any provision of the Award Agreement by Participant
shall not operate or be construed as a waiver of any other provision of the Award Agreement, or of any subsequent breach by Participant or any other participant. 
 25. Governing Law and Venue. The Award Agreement will be governed by the laws of California without giving effect to the conflict of law principles thereof. For purposes of litigating any dispute
that arises under this Award of Restricted Stock Units or the Award Agreement, the parties hereby submit to and consent to the jurisdiction of California, and agree that such litigation will be conducted in the courts of Sonoma County, California,
or the federal courts for the United States for the Northern District of California, and no other courts, where this Award of Restricted Stock Units is made and/or to be performed. 

26. Language. If Participant has received the Award Agreement or any other document related to this Award of Restricted Stock
Units and/or the Plan translated into a language other than English and if the meaning of the translated version is different than the 

  

					
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English version, the English version will control. 
 27. Country
Addendum. Notwithstanding any provisions in the Award Agreement, this Award of Restricted Stock Units shall be subject to any special terms and conditions for Participant’s country in the Country Addendum set forth in Exhibit B. Moreover,
if Participant relocates to one of the countries included in the Country Addendum, the special terms and conditions for such country will apply to Participant to the extent the Company determines that the application of such terms and conditions is
necessary or advisable for legal or administrative reasons. The Country Addendum constitutes part of the Award Agreement. 

  

					
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 EXHIBIT B 

CYAN, INC. 

2013 EQUITY INCENTIVE PLAN 
 NON-US RSU COUNTRY ADDENDUM 
 Terms and Conditions 

[Country specific language to be provided] 

Notifications 
 [Country
specific language to be provided]