Exhibit 10.6

 

FORM OF

 

RECEPTOS, INC.

 

2013 STOCK INCENTIVE PLAN

 

NOTICE OF STOCK OPTION GRANT

 

You have been granted the following Option to purchase Common Stock of Receptos, Inc. (the “Company”) under the Company’s 2013 Stock Incentive Plan (the “Plan”):

 

	
Name of Optionee:
    	
[Name of Optionee]
    
	
 
    	
 
    
	
Total Number of Option Shares   Granted:
    	
[Total Number of Shares]
    
	
 
    	
 
    
	
Type of Option:
    	
        Incentive   Stock Option
    
	
 
    	
 
    
	
 
    	
        Nonstatutory   Stock Option
    
	
 
    	
 
    
	
Exercise Price Per Share:
    	
$                    
    
	
 
    	
 
    
	
Grant Date:
    	
[Date of Grant]
    
	
 
    	
 
    
	
Vesting Commencement Date:
    	
[Vesting Commencement Date]
    
	
 
    	
 
    
	
Vesting Schedule:
    	
[This Option becomes exercisable with respect to   the first 1/4th of the Shares subject to this Option when you complete 12   months of continuous Service as an Employee or a Consultant from the Vesting   Commencement Date. Thereafter, this Option becomes exercisable with respect   to an additional 1/48th of the Shares subject to this Option when you   complete each additional month of such Service.] [Sample language   — actual vesting to be inserted.]
    
	
 
    	
 
    
	
Expiration Date:
    	
[Expiration Date] This Option expires earlier if   your Service terminates earlier, as described in the Stock Option Agreement.
    


 

By your signature and the signature of the Company’s representative below, you and the Company agree that this Option is granted under and governed by the term and conditions of the Plan and the Stock Option Agreement (the “Agreement”), both of which are attached to and made a part of this document.

 

By signing this document you further agree that the Company may deliver by e-mail all documents relating to the Plan or this Award (including without limitation, prospectuses required by the Securities and Exchange Commission) and all other documents that the Company is required to deliver to its security holders (including without limitation, annual reports and proxy statements).  You also agree that the Company may deliver these documents by posting them on a website maintained by the Company or by a third party under contract with the Company.  If the Company posts these documents on a website, it will notify you by e-mail.

 

	
OPTIONEE:
    	
 
    	
RECEPTOS, INC.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
 
    
	
Optionee’s   Signature
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Title:
    	
 
    
	
Optionee’s Printed   Name
    	
 
    	
 
    


 

1











 

RECEPTOS, INC.

 

2013 STOCK INCENTIVE PLAN

 

STOCK OPTION AGREEMENT

 

	
Tax Treatment
    	
 
    	
This Option is intended to be an incentive stock   option under Section 422 of the Internal Revenue Code or a nonstatutory   option, as provided in the Notice of Stock Option Grant. Even if this Option   is designated as an incentive stock option, it shall be deemed to be a   nonstatutory option to the extent required by the $100,000 annual limitation   under Section 422(d) of the Internal Revenue Code.
    
	
 
    	
 
    	
 
    
	
Vesting
    	
 
    	
This Option becomes exercisable in installments,   as shown in the Notice of Stock Option Grant. This Option will in no event   become exercisable for additional Shares after your Service as an Employee or   a Consultant has terminated for any reason.
    
	
 
    	
 
    	
 
    
	
Term
    	
 
    	
This Option expires in any event at the close of   business at Company headquarters on the day before the 10th anniversary of   the Grant Date, as shown on the Notice of Stock Option Grant (fifth   anniversary for a more than 10% shareholder as provided under the Plan if this   is an incentive stock option). This Option may expire earlier if your Service   terminates, as described below.
    
	
 
    	
 
    	
 
    
	
Regular Termination
    	
 
    	
If your Service terminates for any reason except   death or “Total and Permanent Disability” (as   defined in the Plan), then this Option will expire at the close of business   at Company headquarters on the date three (3) months after the date your   Service terminates (or, if earlier, the Expiration Date). The Company   determines when your Service terminates for this purpose and all purposes   under the Plan and its determinations are conclusive and binding on all   persons.
    
	
 
    	
 
    	
 
    
	
Death
    	
 
    	
If your Service terminates because of death, then   this Option will expire at the close of business at Company headquarters on   the date 12 months after the date your Service terminates (or, if earlier,   the Expiration Date). During that period of up to 12 months, your estate or   heirs may exercise the Option.
    
	
 
    	
 
    	
 
    
	
Disability
    	
 
    	
If your Service terminates because of your Total   and Permanent Disability, then this Option will expire at the close of   business at Company headquarters on the date 12 months after the date your   Service terminates (or, if earlier, the Expiration Date).
    


 

1











 

	
Leaves of Absence
    	
 
    	
For purposes of this Option, your Service does   not terminate when you go on a military leave, a sick leave or another bona fide leave of absence, if the leave   was approved by the Company in writing and if continued crediting of Service   is required by the terms of the leave or by applicable law. But your Service   terminates when the approved leave ends, unless you immediately return to   active work.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
If you go on a leave of absence, then the vesting   schedule specified in the Notice of Stock Option Grant may be adjusted in   accordance with the Company’s leave of absence policy or the terms of your   leave. If you commence working on a part-time basis, then the vesting   schedule specified in the Notice of Stock Option Grant may be adjusted in   accordance with the Company’s part-time work policy or the terms of an   agreement between you and the Company pertaining to your part-time schedule.
    
	
 
    	
 
    	
 
    
	
Restrictions on Exercise
    	
 
    	
The Company will not permit you to exercise this   Option if the issuance of Shares at that time would violate any law or   regulation. The inability of the Company to obtain approval from any   regulatory body having authority deemed by the Company to be necessary to the   lawful issuance and sale of the Company stock pursuant to this Option shall   relieve the Company of any liability with respect to the non-issuance or sale   of the Company stock as to which such approval shall not have been obtained.
    
	
 
    	
 
    	
 
    
	
Notice of Exercise
    	
 
    	
When you wish to exercise this Option you must   provide a notice of exercise form in accordance with such procedures as are   established by the Company and communicated to you from time to time. Any   notice of exercise must specify how many Shares you wish to purchase and how   your Shares should be registered. The notice of exercise will be effective   when it is received by the Company. If someone else wants to exercise this   Option after your death, that person must prove to the Company’s satisfaction   that he or she is entitled to do so.
    
	
 
    	
 
    	
 
    
	
Form of Payment
    	
 
    	
When you submit your notice of exercise, you must   include payment of the Option exercise price for the Shares you are   purchasing. Payment may be made in the following form(s):
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
·
    	
Your personal check, a cashier’s check or a money   order.
    


 

2











 

	
 
    	
 
    	
·
    	
Certificates for   Shares that you own, along with any forms needed to effect a transfer of   those Shares to the Company. The value of the Shares, determined as of the   effective date of the Option exercise, will be applied to the Option exercise   price. Instead of surrendering Shares, you may attest to the ownership of   those Shares on a form provided by the Company and have the same number of   Shares subtracted from the Shares issued to you upon exercise of the Option.   However, you may not surrender or attest to the ownership of Shares in   payment of the exercise price if your action would cause the Company to   recognize a compensation expense (or additional compensation expense) with   respect to this Option for financial reporting purposes.
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
·
    	
By delivery on a form approved by the Company of   an irrevocable direction to a securities broker approved by the Company to   sell all or part of the Shares that are issued to you when you exercise this   Option and to deliver to the Company from the sale proceeds an amount   sufficient to pay the Option exercise price and any withholding taxes. The   balance of the sale proceeds, if any, will be delivered to you. The   directions must be given by providing a notice of exercise form approved by   the Company.
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
·
    	
By delivery on a form approved by the Company of   an irrevocable direction to a securities broker or lender approved by the   Company to pledge Shares that are issued to you when you exercise this Option   as security for a loan and to deliver to the Company from the loan proceeds   an amount sufficient to pay the Option exercise price and any withholding   taxes. The directions must be given by providing a notice of exercise form   approved by the Company.
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
·
    	
If permitted by the Committee, by a “net exercise” arrangement pursuant to which the number of   Shares issuable upon exercise of the Option shall be reduced by the largest   whole number of Shares having an aggregate Fair Market Value that does not   exceed the aggregate exercise price (plus tax withholdings, if applicable)   and any remaining balance of the aggregate exercise price (and/or applicable   tax withholdings) not satisfied by such reduction in the number of whole   Shares to be issued shall be paid by you in cash other form of payment   permitted under this Option. The directions must be given by providing a   notice of exercise form approved by the Company.
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
·
    	
Any other form permitted by the Committee in its   sole discretion.
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Notwithstanding the foregoing, payment may not be   made in any form that is unlawful, as determined by the Committee in its sole   discretion.
    
	
 
    	
 
    	
 
    
	
Withholding Taxes and Stock   Withholding
    	
 
    	
Regardless   of any action the Company or   your actual employer (the “Employer”)   takes with respect to any or all income tax, social insurance, payroll tax,   payment on account or other tax-related withholding (“Tax-Related   Items”), you acknowledge that the ultimate liability for all   Tax-Related Items legally due by you is and remains your responsibility and
    


 

3











 

	
 
    	
 
    	
that   the Company and/or the Employer (1) make no representations or   undertakings regarding the treatment of any Tax-Related Items in connection   with any aspect of the Option grant, including the grant, vesting or exercise   of the Option, the subsequent sale of Shares acquired pursuant to such   exercise and the receipt of any dividends; and (2) do not commit to   structure the terms of the grant or any aspect of the Option to reduce or   eliminate your liability for Tax-Related Items.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Prior   to exercise of the Option, you shall pay or make adequate arrangements   satisfactory to the Company and/or the Employer to satisfy all withholding   and payment on account obligations of the Company and/or the Employer. In   this regard, you authorize the Company and/or the Employer to withhold all   applicable Tax-Related Items legally payable by you from your wages or other   cash compensation paid to you by the Company and/or the Employer. With the   Company’s consent, these arrangements may also include, if permissible under local   law, (a) withholding Shares that otherwise would be issued to you when   you exercise this Option, provided that the Company only withholds the amount of Shares necessary to satisfy   the minimum statutory withholding amount, (b) having the Company withhold   taxes from the proceeds of the sale of the Shares, either through a voluntary   sale or through a mandatory sale arranged by the Company (on your behalf   pursuant to this authorization), or (c) any other arrangement approved   by the Company. The Fair Market Value   of these Shares, determined as of the effective date of the Option exercise,   will be applied as a credit against the withholding taxes. Finally, you   shall pay to the Company or the Employer any amount of Tax-Related Items that   the Company or the Employer may be required to withhold as a result of your   participation in the Plan or your purchase of Shares that cannot be satisfied   by the means previously described. The Company may refuse to honor the exercise and refuse to deliver   the Shares if you fail to comply with your obligations in connection with the   Tax-Related Items as described in this section.
    
	
 
    	
 
    	
 
    
	
Restrictions on Resale
    	
 
    	
You agree not to sell any Shares at a time when   applicable laws, Company policies or an agreement between the Company and its   underwriters prohibit a sale. This restriction will apply as long as your   Service continues and for such period of time after the termination of your   Service as the Company may specify.
    
	
 
    	
 
    	
 
    
	
Transfer of Option
    	
 
    	
In general, only you can exercise this Option   prior to your death. You may not sell, transfer, assign, pledge or otherwise   dispose of this Option, other than as designated by you by will or by the   laws of descent and distribution, except as provided below. For instance, you   may not use this Option as security for a loan. If you attempt to do any of   these things, this Option will immediately become invalid. You may in any   event dispose of this Option in your will. Regardless of any marital property   settlement agreement, the Company is not obligated to honor a notice of   exercise
    


 

4











 

	
 
    	
 
    	
from your former spouse, nor is the Company   obligated to recognize your former spouse’s interest in your Option in any   other way.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
However, if this Option is designated as a   nonstatutory stock option in the Notice of Stock Option Grant, then the   Committee may, in its sole discretion, allow you to transfer this Option as a   gift to one or more family members. For purposes of this Agreement, “family member” means a child, stepchild, grandchild,   parent, stepparent, grandparent, spouse, former spouse, sibling, niece,   nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law,   brother-in-law, or sister-in-law (including adoptive relationships), any   individual sharing your household (other than a tenant or employee), a trust   in which one or more of these individuals have more than 50% of the   beneficial interest, a foundation in which you or one or more of these   persons control the management of assets, and any entity in which you or one   or more of these persons own more than 50% of the voting interest.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
In addition, if this Option is designated as a   nonstatutory stock option in the Notice of Stock Option Grant, then the   Committee may, in its sole discretion, allow you to transfer this option to   your spouse or former spouse pursuant to a domestic relations order in   settlement of marital property rights.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
The Committee will allow you to transfer this   Option only if both you and the transferee(s) execute the forms   prescribed by the Committee, which include the consent of the   transferee(s) to be bound by this Agreement.
    
	
 
    	
 
    	
 
    
	
Retention Rights
    	
 
    	
Neither your Option nor this Agreement gives you   the right to be employed or retained by the Company or a subsidiary of the   Company in any capacity. The Company and its subsidiaries reserve the right   to terminate your Service at any time, with or without cause.
    
	
 
    	
 
    	
 
    
	
Shareholder Rights
    	
 
    	
Your Options carry neither voting rights nor   rights to dividends. You, or your estate or heirs, have no rights as a   shareholder of the Company unless and until you have exercised this Option by   giving the required notice to the Company and paying the exercise price. No   adjustments will be made for dividends or other rights if the applicable record   date occurs before you exercise this Option, except as described in the Plan.
    
	
 
    	
 
    	
 
    
	
Adjustments
    	
 
    	
The number of Shares covered by this Option and   the exercise price per Share shall be subject to adjustment in the event of a   stock split, a stock dividend or a similar change in Company Shares, and in   other circumstances, as set forth in the Plan.
    
	
 
    	
 
    	
 
    
	
Successors and Assigns
    	
 
    	
Except   as otherwise provided in the Plan or this Agreement, every term of this   Agreement shall be binding upon and inure to the benefit of the parties   hereto and their respective heirs, legatees, legal representatives,   successors, transferees and assigns.
    
	
 
    	
 
    	
 
    
	
Notice
    	
 
    	
Any notice required or permitted under this   Agreement shall be given in writing and shall be deemed effectively given   upon the earliest of personal
    


 

5











 

	
 
    	
 
    	
delivery, receipt or the third full day following   mailing with postage and fees prepaid, addressed to the other party hereto at   the address last known in the Company’s records or at such other address as   such party may designate by ten (10) days’ advance written notice to the   other party hereto.
    
	
 
    	
 
    	
 
    
	
Applicable Law
    	
 
    	
This Agreement will be interpreted and enforced   under the laws of the State of California (without regard to their   choice-of-law provisions).
    
	
 
    	
 
    	
 
    
	
Miscellaneous
    	
 
    	
You   understand and acknowledge that (i) the Plan is entirely discretionary,   (ii) the Company and your employer have reserved the right to amend,   suspend or terminate the Plan at any time, (iii) the grant of an option   does not in any way create any contractual or other right to receive   additional grants of options (or benefits in lieu of options) at any time or   in any amount and (iv) all determinations with respect to any additional   grants, including (without limitation) the times when options will be   granted, the number of Shares offered, the exercise price and the vesting   schedule, will be at the sole discretion of the Company.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
The   value of this Option shall be an extraordinary item of compensation outside   the scope of your employment contract, if any, and shall not be considered a   part of your normal or expected compensation for purposes of calculating   severance, resignation, redundancy or end-of-service payments, bonuses,   long-service awards, pension or retirement benefits or similar payments.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
You   understand and acknowledge that participation in the Plan ceases upon   termination of your Service for any reason, except as may explicitly be   provided otherwise in the Plan or this Agreement.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
You   hereby authorize and direct your employer to disclose to the Company or any   Subsidiary any information regarding your employment, the nature and amount   of your compensation and the fact and conditions of your participation in the   Plan, as your employer deems necessary or appropriate to facilitate the   administration of the Plan.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
You   consent to the collection, use and transfer of personal data as described in   this subsection. You understand and acknowledge that the Company, your   employer and the Company’s other Subsidiaries hold certain personal   information regarding you for the purpose of managing and administering the   Plan, including (without limitation) your name, home address, telephone   number, date of birth, social insurance number, salary, nationality, job   title, any Shares or directorships held in the Company and details of all   options or any other entitlements to Shares awarded, canceled, exercised,   vested, unvested or outstanding in the your favor (the “Data”).   You further understand and acknowledge that the Company and/or its   Subsidiaries will transfer Data among themselves as necessary for the purpose   of implementation, administration and management of your participation in the   Plan and that the Company and/or any Subsidiary may each further transfer   Data to any third party assisting
    


 

6











 

	
 
    	
 
    	
the   Company in the implementation, administration and management of the Plan. You   understand and acknowledge that the recipients of Data may be located in the United   States or elsewhere. You authorize such recipients to receive, possess, use,   retain and transfer Data, in electronic or other form, for the purpose of   administering your participation in the Plan, including a transfer to any   broker or other third party with whom you elect to deposit Shares acquired   under the Plan of such Data as may be required for the administration of the   Plan and/or the subsequent holding of Shares on your behalf. You may, at any   time, view the Data, require any necessary modifications of Data or withdraw   the consents set forth in this subsection by contacting the Human Resources   Department of the Company in writing.
    
	
 
    	
 
    	
 
    
	
The Plan and Other   Agreements
    	
 
    	
The text of the Plan is incorporated in this   Agreement by reference. All capitalized terms in the Agreement shall have the   meanings assigned to them in the Plan. This Agreement and the Plan constitute   the entire understanding between you and the Company regarding this Option.   Any prior agreements, commitments or negotiations concerning this Option are   superseded. This Agreement may be amended by the Committee without your   consent; however, if any such amendment would materially impair your rights   or obligations under the Agreement, this Agreement may be amended only by   another written agreement, signed by you and the Company.
    


 

BY SIGNING THE COVER SHEET OF THIS AGREEMENT,

 

YOU AGREE TO ALL OF THE TERMS AND CONDITIONS

 

DESCRIBED ABOVE AND IN THE PLAN.

 

7











 

RECEPTOS, INC.
 2013 STOCK INCENTIVE PLAN
 NOTICE OF CASH EXERCISE OF STOCK OPTION

 

	
OPTIONEE INFORMATION:
    	
 
    
	
 
    	
 
    
	
Name:
    	
                                      
    	
 
    	
Social Security   Number:
    	
                                      
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Address:
    	
                                      
    	
 
    	
Employee Number:
    	
                                      
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
OPTION INFORMATION:
    	
 
    
	
 
    	
 
    
	
Date of Grant:                     ,   20     
    	
 
    	
Type of Stock   Option:
    
	
Exercise Price per   Share: $                    
    	
 
    	
o
    	
Nonstatutory (NSO)
    
	
Total number of Shares   of RECEPTOS, INC. (the “Company”)   covered by option:
    	
 
    	
o
    	
Incentive (ISO)
    
							


 

Number of Shares of the Company for which option is being exercised now:           (“Purchased Shares”).
 Total exercise price for the Purchased Shares: $                            
  Form of payment enclosed:

 

	
o
    	
Check for   $                    ,   payable to “RECEPTOS, INC.”
    


 

Name(s) in which the Purchased Shares should be registered:

 

 

	
The certificate for the Purchased Shares should   be sent to the following address:
    	
                                                                    
                                                                       
                                                                       
                                                                       
    


 

ACKNOWLEDGMENTS:

 

	
1.
    	
 
    	
I understand that all sales of Purchased Shares   are subject to compliance with the Company’s policy on securities trades.
    
	
 
    	
 
    	
 
    
	
2.
    	
 
    	
I hereby acknowledge that I received and read a   copy of the prospectus describing the Company’s 2013 Stock Incentive Plan and   the tax consequences of an exercise.
    
	
 
    	
 
    	
 
    
	
3.
    	
 
    	
In the case of a nonstatutory option, I   understand that I must recognize ordinary income equal to the spread between   the fair market value of the Purchased Shares on the date of exercise and the   exercise price. I further understand that I am required to pay withholding   taxes at the time of exercising a nonstatutory option.
    
	
 
    	
 
    	
 
    
	
4.
    	
 
    	
In the case of an incentive stock option, I   agree to notify the Company if I dispose of the Purchased Shares before I   have met both of the tax holding periods applicable to incentive stock   options (that is, if I make a disqualifying disposition).
    


 

	
SIGNATURE   AND DATE:
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
                              , 20    
    


 

1









 

FORM OF

 

RECEPTOS, INC.

 

2013 STOCK INCENTIVE PLAN

 

NOTICE OF RESTRICTED STOCK AWARD

 

You have been granted the following Restricted Shares of Common Stock of Receptos, Inc. (the “Company”) under the Company’s 2013 Stock Incentive Plan (the “Plan”):

 

	
Date of Grant:
    	
 
    	
[Date of Grant]
    
	
 
    	
 
    	
 
    
	
Name of Recipient:
    	
 
    	
[Name of   Recipient]
    
	
 
    	
 
    	
 
    
	
Total Number of Shares   Granted:
    	
 
    	
[Total Shares]
    
	
 
    	
 
    	
 
    
	
Fair Market Value per   Share:
    	
 
    	
$[Value Per Share]
    
	
 
    	
 
    	
 
    
	
Total Fair Market Value   Of Award:
    	
 
    	
$[Total Value]
    
	
 
    	
 
    	
 
    
	
Vesting Commencement   Date:
    	
 
    	
[                    ]
    
	
 
    	
 
    	
 
    
	
Vesting Schedule:
    	
 
    	
[The Shares   subject to this Award vest when you complete twelve months of continuous   Service as an Employee or a Consultant from the Vesting Commencement Date.] [Sample language — actual vesting to be inserted.]
    


 

By your signature and the signature of the Company’s representative below, you and the Company agree that these Restricted Shares are granted under and governed by the term and conditions of the Plan and the Restricted Stock Agreement (the “Agreement”), both of which are attached to and made a part of this document.

 

By signing this document you further agree that the Company may deliver by e-mail all documents relating to the Plan or this Award (including without limitation, prospectuses required by the Securities and Exchange Commission) and all other documents that the Company is required to deliver to its security holders (including without limitation, annual reports and proxy statements).  You also agree that the Company may deliver these documents by posting them on a website maintained by the Company or by a third party under contract with the Company.  If the Company posts these documents on a website, it will notify you by e-mail.

 

	
[NAME OF RECIPIENT]
    	
RECEPTOS, INC.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    	
By:
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
Title:
    	
 
    


 

1











 

RECEPTOS, INC.

2013 STOCK INCENTIVE PLAN

RESTRICTED STOCK AGREEMENT

 

	
Payment For Shares
    	
 
    	
No cash payment is   required for the Shares you receive. You are receiving the Shares in   consideration for Services rendered by you.
    
	
 
    	
 
    	
 
    
	
Vesting
    	
 
    	
The Shares that   you are receiving will vest in installments, as shown in the Notice of   Restricted Stock Award.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
No additional   Shares vest after your Service as an Employee or a Consultant has terminated   for any reason.
    
	
 
    	
 
    	
 
    
	
Shares Restricted
    	
 
    	
Unvested Shares   will be considered “Restricted Shares.”   Except to the extent permitted by the Committee, you may not sell, transfer,   assign, pledge or otherwise dispose of Restricted Shares.
    
	
 
    	
 
    	
 
    
	
Forfeiture
    	
 
    	
If your Service   terminates for any reason, then your Shares will be forfeited to the extent   that they have not vested before the termination date and do not vest as a   result of termination. This means that the Restricted Shares will immediately   revert to the Company. You receive no payment for Restricted Shares that are   forfeited. The Company determines when your Service terminates for this   purpose and all purposes under the Plan and its determinations are conclusive   and binding on all persons.
    
	
 
    	
 
    	
 
    
	
Leaves Of Absence
    	
 
    	
For purposes of   this Award, your Service does not terminate when you go on a military leave,   a sick leave or another bona fide   leave of absence, if the leave was approved by the Company in writing and if   continued crediting of Service is required by the terms of the leave or by   applicable law. But your Service terminates when the approved leave ends,   unless you immediately return to active work.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
If you go on a   leave of absence, then the vesting schedule specified in the Notice of   Restricted Stock Award may be adjusted in accordance with the Company’s leave   of absence policy or the terms of your leave. If you commence working on a   part-time basis, then the vesting schedule specified in the Notice of   Restricted Stock Award may be adjusted in accordance with the Company’s   part-time work policy or the terms of an agreement between you and the   Company pertaining to your part-time schedule.
    
	
 
    	
 
    	
 
    
	
Stock Certificates
    	
 
    	
The certificates   for the Restricted Shares have stamped on them a special legend referring to   the forfeiture restrictions. In addition to or in lieu of imposing the   legend, the Company may hold the certificates in escrow. As your vested   percentage increases, you may request (at
    


 

1











 

	
 
    	
 
    	
reasonable intervals)   that the Company release to you a non-legended certificate for your vested   Shares.
    
	
 
    	
 
    	
 
    
	
Shareholder Rights
    	
 
    	
During the period   of time between the date of grant and the date the Restricted Shares become   vested, you shall have all the rights of a shareholder with respect to the   Restricted Shares except for the right to transfer the Restricted Shares, as   set forth above. Accordingly, you shall have the right to vote the Restricted   Shares and to receive any cash dividends paid with respect to the Restricted   Shares.
    
	
 
    	
 
    	
 
    
	
Withholding Taxes
    	
 
    	
Regardless of any   action the Company or your employer (the “Employer”)   takes with respect to any or all income tax, social insurance, payroll tax,   payment on account or other tax-related withholding (“Tax-Related   Items”), you acknowledge that the ultimate liability for all   Tax-Related Items legally due by you is and remains your responsibility and   that the Company and/or your Employer (1) make no representations or   undertakings regarding the treatment of any Tax-Related Items in connection   with any aspect of the shares received under this Award, including the award   or vesting of such shares, the subsequent sale of shares under this Award and   the receipt of any dividends; and (2) do not commit to structure the terms   of the award to reduce or eliminate your liability for Tax-Related Items.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
No stock   certificates will be released to you, unless you have paid or made adequate   arrangements satisfactory to the Company and/or the Employer to satisfy all   withholding and payment on account obligations of the Company and/or your   Employer. In this regard, you authorize the Company and/or your Employer to   withhold all applicable Tax-Related Items legally payable by you from your   wages or other cash compensation paid to you by the Company and/or your   Employer. With the Company’s consent, these arrangements may also include, if   permissible under local law, a) withholding shares that otherwise would be   delivered to you when they vest having a Fair Market Value equal to the   amount necessary to satisfy the minimum statutory withholding amount , b)   having the Company withhold taxes from the proceeds of the sale of the   Shares, either through a voluntary sale or through a mandatory sale arranged   by the Company (on your behalf pursuant to this authorization), or   (c) any other arrangement approved by the Company. The fair market value   of these shares, determined as of the date when taxes otherwise would have   been withheld in cash, will be applied as a credit against the withholding taxes.   Finally, you shall pay to the Company or your Employer any amount of   Tax-Related Items that the Company or the Employer may be required to   withhold as a result of your participation in the Plan or your acquisition of   shares that cannot be satisfied by the means previously described. The   Company may
    


 

2











 

	
 
    	
 
    	
refuse to deliver   the shares if you fail to comply with your obligations in connection with the   Tax-Related Items as described in this section.
    
	
 
    	
 
    	
 
    
	
Restrictions On Resale
    	
 
    	
You agree not to   sell any Shares at a time when applicable laws, Company policies or an   agreement between the Company and its underwriters prohibit a sale. This   restriction will apply as long as your Service continues and for such period   of time after the termination of your Service as the Company may specify.
    
	
 
    	
 
    	
 
    
	
No Retention Rights
    	
 
    	
Neither your Award   nor this Agreement gives you the right to be employed or retained by the   Company or a subsidiary of the Company in any capacity. The Company and its   subsidiaries reserve the right to terminate your Service at any time, with or   without cause.
    
	
 
    	
 
    	
 
    
	
Adjustments
    	
 
    	
In the event of a   stock split, a stock dividend or a similar change in Company Shares, or an   extraordinary dividend, or a merger or a reorganization of the Company, the   forfeiture provisions described above will apply to all new, substitute or   additional securities or other assets to which you are entitled by reason of   your ownership of the Shares.
    
	
 
    	
 
    	
 
    
	
Successors and Assigns
    	
 
    	
Except as otherwise   provided in the Plan or this Agreement, every term of this Agreement shall be   binding upon and inure to the benefit of the parties hereto and their   respective heirs, legatees, legal representatives, successors, transferees   and assigns.
    
	
 
    	
 
    	
 
    
	
Notice
    	
 
    	
Any notice   required or permitted under this Agreement shall be given in writing and   shall be deemed effectively given upon the earliest of personal delivery,   receipt or the third full day following mailing with postage and fees   prepaid, addressed to the other party hereto at the address last known in the   Company’s records or at such other address as such party may designate by ten   (10) days’ advance written notice to the other party hereto.
    
	
 
    	
 
    	
 
    
	
Applicable Law
    	
 
    	
This Agreement   will be interpreted and enforced under the laws of the State of California   (without regard to their choice-of-law provisions).
    
	
 
    	
 
    	
 
    
	
Miscellaneous
    	
 
    	
You understand and   acknowledge that (i) the Plan is entirely discretionary, (ii) the   Company and your employer have reserved the right to amend, suspend or   terminate the Plan at any time, (iii) the grant of your Award does not   in any way create any contractual or other right to receive additional grants   of awards (or benefits in lieu of awards) at any time or in any amount and   (iv) all determinations with respect to any additional grants, including   (without limitation) the times when awards will be granted, the number of   shares offered,
    


 

3











 

	
 
    	
 
    	
the purchase price   and the vesting schedule, will be at the sole discretion of the Company.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
The value of this   Award shall be an extraordinary item of compensation outside the scope of   your employment contract, if any, and shall not be considered a part of your   normal or expected compensation for purposes of calculating severance,   resignation, redundancy or end-of-service payments, bonuses, long-service   awards, pension or retirement benefits or similar payments.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
You understand and   acknowledge that participation in the Plan ceases upon termination of your   Service for any reason, except as may explicitly be provided otherwise in the   Plan or this Agreement.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
You hereby   authorize and direct your employer to disclose to the Company or any   Subsidiary any information regarding your employment, the nature and amount   of your compensation and the fact and conditions of your participation in the   Plan, as your employer deems necessary or appropriate to facilitate the   administration of the Plan.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
You consent to the   collection, use and transfer of personal data as described in this   subsection. You understand and acknowledge that the Company, your employer   and the Company’s other Subsidiaries hold certain personal information   regarding you for the purpose of managing and administering the Plan, including   (without limitation) your name, home address, telephone number, date of   birth, social insurance number, salary, nationality, job title, any shares or   directorships held in the Company and details of all awards or any other   entitlements to shares awarded, canceled, exercised, vested, unvested or   outstanding in the your favor (the “Data”). You   further understand and acknowledge that the Company and/or its Subsidiaries   will transfer Data among themselves as necessary for the purpose of   implementation, administration and management of your participation in the   Plan and that the Company and/or any Subsidiary may each further transfer   Data to any third party assisting the Company in the implementation,   administration and management of the Plan. You understand and acknowledge   that the recipients of Data may be located in the United States or elsewhere.   You authorize such recipients to receive, possess, use, retain and transfer   Data, in electronic or other form, for the purpose of administering your   participation in the Plan, including a transfer to any broker or other third   party with whom you elect to deposit shares acquired under the Plan of such   Data as may be required for the administration of the Plan and/or the   subsequent holding of shares on your behalf. You may, at any time, view the   Data, require any necessary modifications of Data or withdraw the consents   set forth in this
    


 

4











 

	
 
    	
 
    	
subsection by   contacting the Human Resources Department of the Company in writing.
    
	
 
    	
 
    	
 
    
	
The Plan and Other   Agreements
    	
 
    	
The text of the   Plan is incorporated in this Agreement by reference. All capitalized terms in   this Agreement shall have the meanings assigned to them in the Plan. This   Agreement and the Plan constitute the entire understanding between you and   the Company regarding this Award. Any prior agreements, commitments or   negotiations concerning this Award are superseded. This Agreement may be   amended by the Committee without your consent; however, if any such amendment   would materially impair your rights or obligations under the Agreement, this   Agreement may be amended only by another written agreement, signed by you and   the Company.
    


 

BY SIGNING THE COVER SHEET OF THIS AGREEMENT,

 

YOU AGREE TO ALL OF THE TERMS AND CONDITIONS

 

DESCRIBED ABOVE AND IN THE PLAN.

 

5