EX-4.4



 Exhibit 4.4 
 WORKDAY, INC. 
 2012 EQUITY INCENTIVE PLAN 

1. PURPOSE. The purpose of this Plan is to provide incentives to attract, retain and motivate
eligible persons whose present and potential contributions are important to the success of Workday, and any Parents and Subsidiaries that exist now or in the future, by offering them an opportunity to participate in Workday’s future performance
through the grant of Awards. Capitalized terms not defined elsewhere in the text are defined in Section 27. 
 2. SHARES SUBJECT TO THE PLAN. 
 2.1
Number of Shares Available. Subject to Sections 2.5 and 21 and any other applicable provisions hereof, the total number of Shares reserved and available for grant and issuance pursuant to this Plan as of the date of adoption of the Plan by
the Board, is 25,000,000 Shares plus (i) any reserved shares not issued or subject to outstanding grants under Workday’s 2005 Stock Plan (the “Prior Plan”) on the Effective Date (as defined below), (ii) shares
that are subject to stock options or other awards granted under the Prior Plan that cease to be subject to such stock options or other awards by forfeiture or otherwise after the Effective Date, (iii) shares issued under the Prior Plan before
or after the Effective Date pursuant to the exercise of stock options that are, after the Effective Date, forfeited, (iv) shares issued under the Prior Plan that are repurchased by Workday at the original issue price, and (v) shares that
are subject to stock options or other awards under the Prior Plan that are used to pay the exercise price of an option or withheld to satisfy the tax withholding obligations related to any award. 

2.2 Lapsed, Returned Awards. Shares subject to Awards, and Shares issued under the Plan under any Award, will
again be available for grant and issuance in connection with subsequent Awards under this Plan to the extent such Shares: (a) are subject to issuance upon exercise of an Option or SAR granted under this Plan but which cease to be subject to the
Option or SAR for any reason other than exercise of the Option or SAR; (b) are subject to Awards granted under this Plan that are forfeited or are repurchased by Workday at the original issue price; (c) are subject to Awards granted under
this Plan that otherwise terminate without such Shares being issued; or (d) are surrendered pursuant to an Exchange Program. To the extent an Award under the Plan is paid out in cash rather than Shares, such cash payment will not result in
reducing the number of Shares available for issuance under the Plan. Shares used to pay the exercise price of an Award or withheld to satisfy the tax withholding obligations related to an Award will become available for future grant or sale under
the Plan. For the avoidance of doubt, Shares that otherwise become available for grant and issuance because of the provisions of this Section 2.2 will not include Shares subject to Awards that initially became available because of the
substitution clause in Section 21.2 hereof. 
 2.3 Minimum Share Reserve. At all times Workday will
reserve and keep available a sufficient number of Shares as will be required to satisfy the requirements of all outstanding Awards granted under this Plan. 
 2.4 Automatic Share Reserve Increase. The number of Shares available for grant and issuance under the Plan will be increased on March 31 of each of the ten (10) calendar years during the
term of the Plan, by the lesser of (i) five percent (5%) of the number of shares of common stock issued and outstanding on each January 31 immediately prior to the date of increase, or (ii) such number of shares of common stock
determined by the Board. 

  
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 2.5 Adjustment of Shares. If the number of outstanding Shares is
changed by a stock dividend, recapitalization, stock split, reverse stock split, subdivision, combination, reclassification or similar change in the capital structure of Workday, without consideration, then (a) the number of Shares reserved for
issuance and future grant under the Plan set forth in Section 2.1, (b) the Exercise Prices of and number of Shares subject to outstanding Options and SARs, (c) the number of Shares subject to other outstanding Awards, (d) the
maximum number of shares that may be issued as ISOs set forth in Section 5.8, and (e) the maximum number of Shares that may be issued to an individual or to a new Employee in any one calendar year set forth in Section 3, will be
proportionately adjusted, provided that fractions of a Share will not be issued. 
 3.
ELIGIBILITY. ISOs may be granted only to U.S. Employees. All other Awards may be granted to Employees, Consultants, Directors and Non-Employee Directors of Workday or any Parent or Subsidiary of Workday; provided that such Consultants,
Directors and Non-Employee Directors render bona fide services not in connection with the offer and sale of securities in a capital-raising transaction. No Participant will be eligible to receive more than two million (2,000,000) Shares in any
calendar year under this Plan pursuant to the grant of Awards except that new Employees of Workday or of a Parent or Subsidiary of Workday (including new Employees who are also officers and directors of Workday or any Parent or Subsidiary of
Workday) are eligible to receive up to a maximum of Four million (4,000,000) Shares in the calendar year in which they commence their employment. 
 4. ADMINISTRATION. 
 4.1 Committee
Composition; Authority. This Plan will be administered by the Committee or by the Board acting as the Committee, and may delegate such administration as set forth in Section 4.1(q) below. Subject to the general purposes, terms and
conditions of this Plan, and to the direction of the Board, the Committee will have full power to implement and carry out this Plan, except, however, the Board or where applicable, the Committee will establish the terms for the grant of an Award to
Insiders. The Committee will have the authority to: 
 (a) construe and interpret this Plan, any Award
Agreement and any other agreement or document executed pursuant to this Plan; 
 (b) prescribe, amend and
rescind rules and regulations relating to this Plan or any Award; 
 (c) select persons to receive Awards;

 (d) determine the form and terms and conditions, not inconsistent with the terms of the Plan, of any Award
granted hereunder. Such terms and conditions include, but are not limited to, the exercise price, the time or times when Awards may vest and be exercised (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture
restrictions, and any restriction or limitation regarding any Award or the Shares relating thereto, based in each case on such factors as the Committee will determine; 

(e) determine the number of Shares or other consideration subject to Awards; 

  
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 (f) determine the Fair Market Value in good faith and interpret the
applicable provisions of this Plan and the definition of Fair Market Value in connection with circumstances that impact the Fair Market Value, if necessary; 
 (g) determine whether Awards will be granted singly, in combination with, in tandem with, in replacement of, or as alternatives to, other Awards under this Plan or any other incentive or compensation plan
of Workday or any Subsidiary of Workday; 
 (h) grant waivers of Plan or Award conditions; 

(i) determine the vesting, exercisability and payment of Awards; 

(j) correct any defect, supply any omission or reconcile any inconsistency in this Plan, any Award or any Award
Agreement; 
 (k) determine whether an Award has been earned; 

(l) determine the terms and conditions of, and institute any, Exchange Program; 

(m) reduce or waive any criteria with respect to Performance Factors; 

(n) adjust Performance Factors to take into account changes in law and accounting or tax rules as the Committee deems
necessary or appropriate to reflect the impact of extraordinary or unusual items, events or circumstances to avoid windfalls or hardships provided that such adjustments are consistent with the regulations promulgated under Section 162(m) of the
Code with respect to persons whose compensation is subject to Section 162(m) of the Code; 
 (o) adopt
terms and conditions, rules and/or procedures (including the adoption of any subplan under this Plan) relating to the operation and administration of the Plan to accommodate requirements of local law and procedures outside of the United States;

 (p) make all other determinations necessary or advisable for the administration of this Plan; and

 (q) delegate any of the foregoing as permitted by applicable law to one or more executive officers pursuant
to a specific delegation, in which case references to “Committee” in this Section 4.1 will refer to such delegate(s), except with respect to Insiders. 

4.2 Committee Interpretation and Discretion. Any determination made by the Committee with respect to any
Award will be made in its sole discretion at the time of grant of the Award or, unless in contravention of any express term of the Plan or Award, at any later time, and such determination will be final and binding on Workday and all persons having
an interest in any Award under the Plan. Any dispute regarding the interpretation of the Plan or any Award Agreement will be submitted by the Participant or Workday to the Committee for review. The resolution of such a dispute by the Committee will
be final and binding on Workday and the Participant. The Committee may delegate to one or more executive officers the authority to review and resolve disputes with respect to Awards held by Participants who are not Insiders, in which case references
to “Committee” in this Section 4.2 will refer to such delegate(s). 

  
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 4.3 Section 162(m) of the Code and Section 16 of the Exchange
Act. When necessary or desirable for an Award to qualify as “performance-based compensation” under Section 162(m) of the Code the Committee will include at least two persons who are “outside directors” (as defined under
Section 162(m) of the Code) and at least two (or a majority if more than two then serve on the Committee) such “outside directors” will approve the grant of such Award and timely determine (as applicable) the Performance Period and
any Performance Factors upon which vesting or settlement of any portion of such Award is to be subject. When required by Section 162(m) of the Code, prior to settlement of any such Award at least two (or a majority if more than two then serve
on the Committee) such “outside directors” then serving on the Committee will determine and certify in writing the extent to which such Performance Factors have been timely achieved and the extent to which the Shares subject to such Award
have thereby been earned. Awards granted to Insiders must be approved by two or more “non-employee directors” (as defined in the regulations promulgated under Section 16 of the Exchange Act). With respect to Participants whose
compensation is subject to Section 162(m) of the Code, and provided that such adjustments are consistent with the regulations promulgated under Section 162(m) of the Code, the Committee may adjust the performance goals to account for
changes in law and accounting and to make such adjustments as the Committee deems necessary or appropriate to reflect the impact of extraordinary or unusual items, events or circumstances to avoid windfalls or hardships, including without limitation
(i) restructurings, discontinued operations, extraordinary items, and other unusual or non-recurring charges, (ii) an event either not directly related to the operations of Workday or not within the reasonable control
of Workday’s management, or (iii) a change in accounting standards required by generally accepted accounting principles. 
 4.4 Documentation. The Award Agreement for a given Award, the Plan and any other documents may be delivered to, and accepted by, a Participant or any other person in any manner (including
electronic distribution or posting) that meets applicable legal requirements. 
 5. OPTIONS. The
Committee may grant Options to Participants and will determine whether such Options will be Incentive Stock Options within the meaning of the Code (“ISOs”) or Nonqualified Stock Options (“NQSOs”), the
number of Shares subject to the Option, the Exercise Price of the Option, the period during which the Option may vest and be exercised, and all other terms and conditions of the Option, subject to the following: 

5.1 Option Grant. Each Option granted under this Plan will identify the Option as an ISO or an NQSO. An Option may
be, but need not be, awarded upon satisfaction of such Performance Factors during any Performance Period as are set out in advance in the Participant’s individual Award Agreement. If the Option is being earned upon the satisfaction of
Performance Factors, then the Committee will: (x) determine the nature, length and starting date of any Performance Period for each Option; and (y) select from among the Performance Factors to be used to measure the performance, if any.
Performance Periods may overlap and Participants may participate simultaneously with respect to Options that are subject to different performance goals and other criteria. 

5.2 Date of Grant. The date of grant of an Option will be the date on which the Committee makes the determination
to grant such Option, or a specified future date. The Award Agreement and a copy of this Plan will be delivered to the Participant within a reasonable time after the granting of the Option. 

5.3 Exercise Period. Options may be vested and exercisable within the times or upon the conditions as set forth in
the Award Agreement governing such Option; provided, however, that no Option will be exercisable after the expiration of ten (10) years from the date the Option is granted; and provided further that no ISO granted to a person who, at the time
the ISO is granted, directly or by attribution owns more than ten percent (10%) of the total combined voting power of all classes of stock of 

  
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Workday or of any Parent or Subsidiary of Workday (“Ten Percent Stockholder”) will be exercisable after the expiration of five (5) years from the date the ISO is
granted. The Committee also may provide for Options to become exercisable at one time or from time to time, periodically or otherwise, in such number of Shares or percentage of Shares as the Committee determines. 

5.4 Exercise Price. The Exercise Price of an Option will be determined by the Committee when the Option is
granted; provided that: (i) the Exercise Price of an Option will be not less than one hundred percent (100%) of the Fair Market Value of the Shares on the date of grant and (ii) the Exercise Price of any ISO granted to a Ten Percent
Stockholder will not be less than one hundred ten percent (110%) of the Fair Market Value of the Shares on the date of grant. Payment for the Shares purchased may be made in accordance with Section 11 and the Award Agreement and in
accordance with any procedures established by Workday. 
 5.5 Method of Exercise. Any Option granted
hereunder will be vested and exercisable according to the terms of the Plan and at such times and under such conditions as determined by the Committee and set forth in the Award Agreement. An Option may not be exercised for a fraction of a Share. An
Option will be deemed exercised when Workday receives: (i) notice of exercise (in such form as the Committee or Workday may specify from time to time) from the person entitled to exercise the Option, and (ii) full payment for the Shares
with respect to which the Option is exercised (together with applicable withholding taxes). Full payment may consist of any consideration and method of payment authorized by the Committee or Workday and permitted by the Award Agreement and the Plan.
Shares issued upon exercise of an Option will be issued in the name of the Participant. Until the Shares are issued (as evidenced by the appropriate entry on the books of Workday or of a duly authorized transfer agent of Workday), no right to vote
or receive dividends or any other rights as a stockholder will exist with respect to the Shares, notwithstanding the exercise of the Option. Workday will issue (or cause to be issued) such Shares promptly after the Option is exercised. No adjustment
will be made for a dividend or other right for which the record date is prior to the date the Shares are issued, except as provided in Section 2.5 of the Plan. Exercising an Option in any manner will decrease the number of Shares
thereafter available, both for purposes of the Plan and for sale under the Option, by the number of Shares as to which the Option is exercised. 
 5.6 Termination of Participation. The exercise of an Option will be subject to the following (except as may be otherwise provided in an Award Agreement): 

(a) If the Participant is Terminated for any reason except for Cause or the Participant’s death or Disability, then
the Participant may exercise such Participant’s Options only to the extent that such Options would have been exercisable by the Participant on the Termination Date no later than one hundred eighty (180) days after the Termination Date (or
such shorter time period or longer time period not exceeding five (5) years as may be determined by the Committee, with any exercise beyond three (3) months after the Termination Date deemed to be the exercise of an NQSO), but in any event
no later than the expiration date of the Options. 
 (b) If the Participant is Terminated because of the
Participant’s death (or the Participant dies within ninety (90) days after a Termination other than for Cause or because of the Participant’s Disability), then the Participant’s Options may be exercised only to the extent that
such Options would have been exercisable by the Participant on the Termination Date and must be exercised by the Participant’s legal representative, or authorized assignee, no later than twelve (12) months after the Termination Date (or
such shorter time period not less than six (6) months or longer time period not exceeding five (5) years as may be determined by the Committee), but in any event no later than the expiration date of the Options; provided that the Committee
will have the authority, in its sole discretion, to accelerate the vesting of any such Options. 

  
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 (c) If the Participant is Terminated because of the Participant’s
Disability, then the Participant’s Options may be exercised only to the extent that such Options would have been exercisable by the Participant on the Termination Date and must be exercised by the Participant (or the Participant’s legal
representative or authorized assignee) no later than six (6) months after the Termination Date (with any exercise beyond (a) three (3) months after the Termination Date when the Termination is for a Disability that is not a
“permanent and total disability” as defined in Section 22(e)(3) of the Code, or (b) twelve (12) months after the Termination Date when the Termination is for a Disability that is a “permanent and total
disability” as defined in Section 22(e)(3) of the Code, deemed to be exercise of an NQSO), but in any event no later than the expiration date of the Options; provided that the Committee will have the authority, in its sole discretion,
to accelerate the vesting of any such Options. 
 (d) If the Participant is terminated for Cause, then
Participant’s Options will expire on such Participant’s Termination Date, or at such later time and on such conditions as are determined by the Committee, but in any no event later than the expiration date of the Options. Unless
otherwise provided in the Award Agreement, Cause will have the meaning set forth in the Plan. 
 5.7
Limitations on Exercise. The Committee may specify a minimum number of Shares that may be purchased on any exercise of an Option, provided that such minimum number will not prevent any Participant from exercising the Option for the full
number of Shares for which it is then exercisable. 
 5.8 Limitations on ISOs. With respect to Awards
granted as ISOs, to the extent that the aggregate Fair Market Value of the Shares with respect to which such ISOs are exercisable for the first time by the Participant during any calendar year (under all plans of Workday and any Parent or
Subsidiary) exceeds one hundred thousand dollars ($100,000), such Options will be treated as NQSOs. For purposes of this Section 5.8, ISOs will be taken into account in the order in which they were granted. The Fair Market Value of the
Shares will be determined as of the time the Option with respect to such Shares is granted. In the event that the Code or the regulations promulgated thereunder are amended after the Effective Date to provide for a different limit on the Fair Market
Value of Shares permitted to be subject to ISOs, such different limit will be automatically incorporated herein and will apply to any Options granted after the effective date of such amendment. No more than twenty-five million
(25,000,000) Shares will be issued pursuant to the exercise of ISOs. 
 5.9 Modification, Extension or
Renewal. The Committee may modify, extend or renew outstanding Options and authorize the grant of new Options in substitution therefor, provided that any such action may not, without the written consent of a Participant, impair any of such
Participant’s rights under any Option previously granted. Any outstanding ISO that is modified, extended, renewed or otherwise altered will be treated in accordance with Section 424(h) of the Code. Subject to Section 18 of this Plan,
by written notice to affected Participants, the Committee may reduce the Exercise Price of outstanding Options without the consent of such Participants; provided, however, that the Exercise Price may not be reduced below the Fair Market Value
on the date the action is taken to reduce the Exercise Price. 
 5.10 Delegation. The Committee may, to
the extent permitted by applicable law, delegate to one or more executive officers pursuant to a specific delegation the authority to grant Options to Participants other than Insiders, subject to the foregoing provisions of this Section 5
(substituting references to “the Committee” by “the Committee’s delegate(s) as the context requires). 
 5.11 No Disqualification. Notwithstanding any other provision in this Plan, no term of this Plan relating to ISOs will be interpreted, amended or altered, nor will any discretion or authority


  
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granted under this Plan be exercised, so as to disqualify this Plan under Section 422 of the Code or, without the consent of the Participant affected, to disqualify any ISO under
Section 422 of the Code. 
 6. RESTRICTED STOCK AWARDS. 

6.1 Awards of Restricted Stock. A Restricted Stock Award is an offer by Workday to sell to a Participant Shares
that are subject to restrictions (“Restricted Stock”). The Committee will determine to whom an offer will be made, the number of Shares the Participant may purchase, the Purchase Price, the restrictions under which the
Shares will be subject and all other terms and conditions of the Restricted Stock Award, subject to the Plan. 

6.2 Restricted Stock Purchase Agreement. All purchases under a Restricted Stock Award will be evidenced
by an Award Agreement. Except as may otherwise be provided in an Award Agreement, a Participant accepts a Restricted Stock Award by signing and delivering to Workday an Award Agreement with full payment of the Purchase Price, within thirty
(30) days from the date the Award Agreement was delivered to the Participant. If the Participant does not accept such Award within thirty (30) days, then the offer of such Restricted Stock Award will terminate, unless the Committee
determines otherwise. 
 6.3 Purchase Price. The Purchase Price for a Restricted Stock Award will be
determined by the Committee and may be less than Fair Market Value on the date the Restricted Stock Award is granted. Payment of the Purchase Price must be made in accordance with Section 11 of the Plan, and the Award Agreement and in
accordance with any procedures established by Workday. 
 6.4 Terms of Restricted Stock Awards.
Restricted Stock Awards will be subject to such restrictions as the Committee may impose or are required by law. These restrictions may be based on completion of a specified number of years of service with Workday or upon completion of Performance
Factors, if any, during any Performance Period as set out in advance in the Participant’s Award Agreement. Prior to the grant of a Restricted Stock Award, the Committee will: (a) determine the nature, length and starting date of any
Performance Period for the Restricted Stock Award; (b) select from among the Performance Factors to be used to measure performance goals, if any; and (c) determine the number of Shares that may be awarded to the Participant. Performance
Periods may overlap and a Participant may participate simultaneously with respect to Restricted Stock Awards that are subject to different Performance Periods and having different performance goals and other criteria. 

6.5 Termination of Participation. Except as may be set forth in the Participant’s Award Agreement, vesting
ceases on such Participant’s Termination Date (unless determined otherwise by the Committee). 
 6.6
Delegation. The Committee may, to the extent permitted by applicable law, delegate to one or more executive officers pursuant to a specific delegation the authority to grant Restricted Stock Awards to Participants other than Insiders, subject
to the foregoing provisions of this Section 6 (substituting references to “the Committee” by “the Committee’s delegate(s) as the context requires). 

7. STOCK BONUS AWARDS. 

7.1 Awards of Stock Bonuses. A Stock Bonus Award is an award to an eligible person of Shares for services to be
rendered or for past services already rendered to Workday or any Subsidiary. All Stock Bonus Awards will be made pursuant to an Award Agreement. No payment from the Participant will be required for Shares awarded pursuant to a Stock Bonus Award.


  
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 7.2 Terms of Stock Bonus Awards. The Committee will determine the
number of Shares to be awarded to the Participant under a Stock Bonus Award and any restrictions thereon. These restrictions may be based upon completion of a specified number of years of service with Workday or upon satisfaction of performance
goals based on Performance Factors during any Performance Period as set out in advance in the Participant’s Stock Bonus Agreement. Prior to the grant of any Stock Bonus Award, the Committee will: (a) determine the nature, length and
starting date of any Performance Period for the Stock Bonus Award; (b) select from among the Performance Factors to be used to measure performance goals; and (c) determine the number of Shares that may be awarded to the Participant.
Performance Periods may overlap and a Participant may participate simultaneously with respect to Stock Bonus Awards that are subject to different Performance Periods and different performance goals and other criteria. 

7.3 Form of Payment to Participant. Payment may be made in the form of cash, whole Shares, or a combination
thereof, based on the Fair Market Value of the Shares earned under a Stock Bonus Award on the date of payment, as determined in the sole discretion of the Committee. 

7.4 Termination of Participation. Except as may be set forth in the Participant’s Award Agreement, vesting
ceases on such Participant’s Termination Date (unless determined otherwise by the Committee). 
 7.5
Delegation. The Committee may, to the extent permitted by applicable law, delegate to one or more executive officers pursuant to a specific delegation the authority to grant Stock Bonus Awards to Participants other than Insiders, subject to
the foregoing provisions of this Section 7 (substituting references to “the Committee” by “the Committee’s delegate(s) as the context requires). 

8. STOCK APPRECIATION RIGHTS. 

8.1 Awards of SARs. A Stock Appreciation Right (“SAR”) is an award to a Participant that
may be settled in cash or Shares, having a value equal to (a) the difference between the Fair Market Value on the date of exercise over the Exercise Price multiplied by (b) the number of Shares with respect to which the SAR is being
settled (subject to any maximum number of Shares that may be issuable as specified in an Award Agreement). All SARs will be made pursuant to an Award Agreement. 

8.2 Terms of SARs. The Committee will determine the terms of each SAR including, without limitation: (a) the
number of Shares subject to the SAR; (b) the Exercise Price and the time or times during which the SAR may be settled; (c) the consideration to be distributed on settlement of the SAR; and (d) the effect of the Participant’s
Termination on each SAR. The Exercise Price of the SAR will be determined by the Committee when the SAR is granted, and may not be less than Fair Market Value. A SAR may be awarded upon satisfaction of Performance Factors, if any, during any
Performance Period as are set out in advance in the Participant’s individual Award Agreement. If the SAR is being earned upon the satisfaction of Performance Factors, then the Committee will: (x) determine the nature, length and starting
date of any Performance Period for each SAR; and (y) select from among the Performance Factors to be used to measure the performance, if any. Performance Periods may overlap and Participants may participate simultaneously with respect to SARs
that are subject to different Performance Factors and other criteria. 
 8.3 Exercise Period and Expiration
Date. A SAR will be exercisable within the times or upon the occurrence of events determined by the Committee and set forth in the Award Agreement governing such SAR. The SAR Agreement will set forth the expiration date; provided that no SAR
will be exercisable after the expiration of ten (10) years from the date the SAR is granted. The Committee may also provide for SARs to become exercisable at one time or from time to time, periodically or


  
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otherwise (including, without limitation, upon the attainment during a Performance Period of performance goals based on Performance Factors), in such number of Shares or percentage of the Shares
subject to the SAR as the Committee determines. Except as may be set forth in the Participant’s Award Agreement, vesting ceases on such Participant’s Termination Date (unless determined otherwise by the Committee). Notwithstanding the
foregoing, the rules of Section 5.6 also will apply to SARs. 
 8.4 Form of Settlement. Upon
exercise of a SAR, a Participant will be entitled to receive payment from Workday in an amount determined by multiplying (i) the difference between the Fair Market Value of a Share on the date of exercise over the Exercise Price; times
(ii) the number of Shares with respect to which the SAR is exercised. At the discretion of the Committee, the payment from Workday for the SAR exercise may be in cash, in Shares of equivalent value, or in some combination thereof. The portion
of a SAR being settled may be paid currently or on a deferred basis with such interest or dividend equivalent, if any, as the Committee determines, provided that the terms of the SAR and any deferral satisfy the requirements of Section 409A of
the Code. 
 8.5 Termination of Participation. Except as may be set forth in the Participant’s Award
Agreement, vesting ceases on such Participant’s Termination Date (unless determined otherwise by the Committee). 
 8.6 Delegation. The Committee may, to the extent permitted by applicable law, delegate to one or more executive officers pursuant to a specific delegation the authority to grant SARs to
Participants other than Insiders, subject to the foregoing provisions of this Section 8 (substituting references to “the Committee” by “the Committee’s delegate(s) as the context requires). 

9. RESTRICTED STOCK UNITS. 

9.1 Awards of Restricted Stock Units. A Restricted Stock Unit (“RSU”) is an award to a
Participant covering a number of Shares that may be settled in cash, or by issuance of those Shares. All RSUs will be made pursuant to an Award Agreement. 
 9.2 Terms of RSUs. The Committee will determine the terms of an RSU including, without limitation: (a) the number of Shares subject to the RSU; (b) the time or times during which the
RSU may be settled; (c) the consideration to be distributed on settlement; and (d) the effect of the Participant’s Termination on each RSU. An RSU may be awarded upon satisfaction of such performance goals based on Performance Factors
during any Performance Period as are set out in advance in the Participant’s Award Agreement. If the RSU is being earned upon satisfaction of Performance Factors, then the Committee will: (x) determine the nature, length and starting date
of any Performance Period for the RSU; (y) select from among the Performance Factors to be used to measure the performance, if any; and (z) determine the number of Shares deemed subject to the RSU. Performance Periods may overlap and
participants may participate simultaneously with respect to RSUs that are subject to different Performance Periods and different performance goals and other criteria. 

9.3 Form and Timing of Settlement. Payment of earned RSUs will be made as soon as practicable after the date(s)
determined by the Committee and set forth in the Award Agreement. The Committee, in its sole discretion, may settle earned RSUs in cash, Shares, or a combination of both. The Committee may also permit a Participant to defer payment under a RSU to a
date or dates after the RSU is earned provided that the terms of the RSU and any deferral satisfy the requirements of Section 409A of the Code. 

  
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 9.4 Termination of Participation. Except as may be set forth in the
Participant’s Award Agreement, vesting ceases on such Participant’s Termination Date (unless determined otherwise by the Committee). 
 9.5 Delegation. The Committee may, to the extent permitted by applicable law, delegate to one or more executive officers pursuant to a specific delegation the authority to grant RSUs to
Participants other than Insiders, subject to the foregoing provisions of this Section 9 (substituting references to “the Committee” by “the Committee’s delegate(s) as the context requires). 

10. PERFORMANCE AWARDS. 

10.1 Performance Awards. A Performance Award is an award to a Participant of a cash bonus or a Performance Share
bonus. Grants of Performance Awards will be made pursuant to an Award Agreement. 
 10.2 Terms of Performance
Awards. The Committee will determine, and each Award Agreement will set forth, the terms of each award of Performance Award including, without limitation: (a) the amount of any cash bonus; (b) the number of Shares deemed subject
to a Performance Share bonus; (c) the Performance Factors and Performance Period that will determine the time and extent to which each Performance Award will be settled; (d) the consideration to be distributed on settlement; and
(e) the effect of the Participant’s Termination on each Performance Award. In establishing Performance Factors and the Performance Period the Committee will: (x) determine the nature, length and starting date of any Performance
Period; and (y) select from among the Performance Factors to be used. Prior to settlement the Committee will determine the extent to which Performance Awards have been earned. Performance Periods may overlap and Participants may participate
simultaneously with respect to Performance Awards that are subject to different Performance Periods and different performance goals and other criteria. No Participant will be eligible to receive more than ten million dollars ($10,000,000) in
Performance Awards in any calendar year under this Plan. 
 10.3 Value, Earning and Timing of Performance
Shares. Any Performance Share bonus will have an initial value equal to the Fair Market Value of a Share on the date of grant. After the applicable Performance Period has ended, the holder of a Performance Share bonus will be entitled to receive
a payout of the number of Shares earned by the Participant over the Performance Period, to be determined as a function of the extent to which the corresponding Performance Factors or other vesting provisions have been achieved. The Committee, in its
sole discretion, may pay an earned Performance Share bonus in the form of cash, in Shares (which have an aggregate Fair Market Value equal to the value of the earned Performance Shares at the close of the applicable Performance Period) or in a
combination thereof. 
 10.4 Termination of Participation. Except as may be set forth in the
Participant’s Award Agreement, vesting ceases on such Participant’s Termination Date (unless determined otherwise by the Committee). 
 10.5 Delegation. The Committee may, to the extent permitted by applicable law, delegate to one or more executive officers pursuant to a specific delegation the authority to grant Performance Awards
to Participants other than Insiders, subject to the foregoing provisions of this Section 10 (substituting references to “the Committee” by “the Committee’s delegate(s) as the context requires). 

  
 10 









 11. PAYMENT FOR SHARE PURCHASES. 

Payment from a Participant for Shares purchased pursuant to this Plan may be made in cash or by check or, where expressly
approved for the Participant by Workday and where permitted by law (and to the extent not otherwise set forth in the applicable Award Agreement): 
 (a) by surrender of shares of Workday held by the Participant that have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which said Award will be
exercised or settled; 
 (b) by waiver of compensation due or accrued to the Participant for services rendered
or to be rendered to Workday or a Subsidiary of Workday; 
 (c) by consideration received by Workday pursuant
to a broker-assisted or other form of cashless exercise program implemented by Workday in connection with the Plan; 
 (d) by cancellation of indebtedness of Workday to the Participant; 
 (e) by any combination of the foregoing; or 
 (f) by any other
method of payment as is permitted by applicable law. 
 12. GRANTS TO NON-EMPLOYEE DIRECTORS.

 12.1 Types of Awards. Non-Employee Directors are eligible to receive any type of Award offered under
this Plan except ISOs. Awards pursuant to this Section 12 may be automatically made pursuant to policy adopted by the Board, or made from time to time as determined in the discretion of the Board. 

12.2 Eligibility. Awards pursuant to this Section 12 will be granted only to Non-Employee Directors. A
Non-Employee Director who is elected or re-elected as a member of the Board will be eligible to receive an Award under this Section 12. 
 12.3 Vesting, Exercisability and Settlement. Except as set forth in Section 21, Awards will vest, become exercisable and be settled as determined by the Board. With respect to Options and
SARs, the exercise price granted to Non-Employee Directors will not be less than the Fair Market Value of the Shares at the time that such Option or SAR is granted. 
 12.4 Election to receive Awards in Lieu of Cash. A Non-Employee Director may elect to receive his or her annual retainer payments and/or meeting fees from Workday in the form of cash or Awards or a
combination thereof, as determined by the Board. Such Awards will be issued under the Plan. 
 13.
WITHHOLDING TAXES. 
 13.1 Withholding Generally. Whenever Shares are to be issued in
satisfaction of Awards granted under this Plan, Workday may require the Participant to remit to Workday, or to the Subsidiary employing the Participant, an amount sufficient to satisfy applicable U.S. federal, state, local and international
withholding tax requirements or any other tax liability legally due from the Participant prior to the delivery of Shares pursuant to exercise or settlement of any Award. Whenever payments in satisfaction of Awards granted under this Plan are to
be made in cash, such payment will be net of an 

  
 11 









 
amount sufficient to satisfy applicable U.S. federal, state, local and international withholding tax requirements or any other tax liability legally due from the Participant. 

13.2 Stock Withholding. The Committee or its delegate(s), as permitted by applicable law, in its sole discretion
and pursuant to such procedures as it may specify from time to time and to limitations of local law, may require or permit a Participant to satisfy such tax withholding obligation or any other tax liability legally due from the Participant, in whole
or in part by (without limitation) (i) paying cash, (ii) electing to have Workday withhold otherwise deliverable cash or Shares having a Fair Market Value equal to the minimum statutory amount required to be withheld, or
(iii) delivering to Workday already-owned Shares having a Fair Market Value equal to the minimum amount required to be withheld. The Fair Market Value of the Shares to be withheld or delivered will be determined as of the date that the taxes
are required to be withheld. 
 14. TRANSFERABILITY. 

14.1 Transfer Generally. Unless determined otherwise by the Committee or its delegate(s) or pursuant to this
Section 14, an Award may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by (i) a will or (ii) by the laws of descent or distribution. If the Committee makes an Award transferable,
including, without limitation, by instrument to an inter vivos or testamentary trust in which the Awards are to be passed to beneficiaries upon the death of the trustor (settlor) or by gift or domestic relations order to a Permitted Transferee, such
award may contain such additional terms and conditions as the Committee or its delegate(s) deems appropriate. All Awards will be exercisable: (i) during the Participant’s lifetime only by (A) the Participant, or (B) the
Participant’s guardian or legal representative; (ii) after the Participant’s death, by the legal representative of the Participant’s heirs or legatees; and (iii) in the case of all awards except ISOs, by a Permitted
Transferee (for awards made transferable by the Committee) or such person’s guardian or legal representative. 
 14.2 Award Transfer Program. Notwithstanding any contrary provision of the Plan, the Committee will have all discretion and authority to determine and implement the terms and conditions of any
Award Transfer Program instituted pursuant to this Section 14.2 and will have the authority to amend the terms of any Award participating, or otherwise eligible to participate in, the Award Transfer Program, including (but not limited to) the
authority to (i) amend (including to extend) the expiration date, post-termination exercise period and/or forfeiture conditions of any such Award, (ii) amend or remove any provisions of the Award relating to the Award holder’s
continued service to Workday or one of its Subsidiaries, (iii) amend the permissible payment methods with respect to the exercise or purchase of any such Award, (iv) amend the adjustments to be implemented in the event of changes in
the capitalization and other similar events with respect to such Award, and (v) make such other changes to the terms of such Award as the Committee deems necessary or appropriate in its sole discretion. 

15. PRIVILEGES OF STOCK OWNERSHIP; RESTRICTIONS ON SHARES. 

15.1 Voting and Dividends. No Participant will have any of the rights of a stockholder with respect to any Awards
until the Shares subject to the Award are issued to the Participant, except for any dividend equivalent rights permitted by an applicable Award Agreement. After Shares are issued to the Participant, the Participant will be a stockholder and have all
the rights of a stockholder with respect to such Shares, including the right to vote and receive all dividends or other distributions made or paid with respect to such Shares; provided, that if such Shares are Restricted Stock, then any new,
additional or different securities the Participant may become entitled to receive with respect to such Shares by virtue of a stock 

  
 12 









 
dividend, stock split or any other change in the corporate or capital structure of Workday will be subject to the same restrictions as the Restricted Stock; provided, further, that the
Participant will have no right to retain such stock dividends or stock distributions with respect to Shares that are repurchased by Workday. 
 16. CERTIFICATES. All Shares or other securities whether or not certificated, delivered under this Plan will be subject to such stock transfer orders, legends and other restrictions as
Workday may deem necessary or advisable, including restrictions under any applicable U.S. federal, state or foreign securities law, or any rules, regulations and other requirements of the SEC or any stock exchange or automated quotation system upon
which the Shares may be listed or quoted and any non-U.S. exchange controls or securities law restrictions to which the Shares are subject. 
 17. ESCROW; PLEDGE OF SHARES. To enforce any restrictions on a Participant’s Shares, Workday may require the Participant to deposit all certificates representing Shares, together with
stock powers or other instruments of transfer approved by Workday, appropriately endorsed in blank, with Workday or an agent designated by Workday to hold in escrow until such restrictions have lapsed or terminated, and Workday may cause a legend or
legends referencing such restrictions to be placed on the certificates. Any Participant who is permitted to execute a promissory note as partial or full consideration for the purchase of Shares under this Plan will be required to pledge and
deposit with Workday all or part of the Shares so purchased as collateral to secure the payment of the Participant’s obligation to Workday under the promissory note; provided, however, that Workday may require or accept other or additional
forms of collateral to secure the payment of such obligation and, in any event, Workday will have full recourse against the Participant under the promissory note notwithstanding any pledge of the Participant’s Shares or other collateral. In
connection with any pledge of the Shares, the Participant will be required to execute and deliver a written pledge agreement in such form as Workday will from time to time approve. The Shares purchased with the promissory note may be released from
the pledge on a pro rata basis as the promissory note is paid. 
 18. REPRICING; EXCHANGE AND BUYOUT OF
AWARDS. Without prior stockholder approval the Committee may (i) reprice Options or SARs (and where such repricing is a reduction in the Exercise Price of outstanding Options or SARs, the consent of the affected Participants is not
required provided written notice is provided to them, notwithstanding any adverse tax consequences to them arising from the repricing), and (ii) with the consent of the respective Participants (unless not required pursuant to Section 5.9
of the Plan), pay cash or issue new Awards in exchange for the surrender and cancellation of any, or all, outstanding Awards. 
 19. SECURITIES LAW AND OTHER REGULATORY COMPLIANCE. An Award will not be effective unless such Award is in compliance with all applicable U.S. and foreign federal and state securities and
exchange control laws, rules and regulations of any governmental body, and the requirements of any stock exchange or automated quotation system upon which the Shares may then be listed or quoted, as they are in effect on the date of grant of
the Award and also on the date of exercise or other issuance. Notwithstanding any other provision in this Plan, Workday will have no obligation to issue or deliver certificates for Shares under this Plan prior to: (a) obtaining any approvals
from governmental agencies that Workday determines are necessary or advisable; and/or (b) completion of any registration or other qualification of such Shares under any state or federal or foreign law or ruling of any governmental body
that Workday determines to be necessary or advisable. Workday will be under no obligation to register the Shares with the SEC or to effect compliance with the registration, qualification or listing requirements of any foreign or state securities
laws, exchange controls, stock exchange or automated quotation system, and Workday will have no liability for any inability or failure to do so. 

  
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 20. NO OBLIGATION TO EMPLOY. Nothing in this Plan or any Award
granted under this Plan will confer or be deemed to confer on any Participant any right to continue in the employ of, or to continue any other relationship with, Workday or any Subsidiary of Workday or limit in any way the right of Workday or any
Subsidiary of Workday to terminate Participant’s employment or other relationship at any time. 
 21.
CORPORATE TRANSACTIONS. 
 21.1 In the event that Workday is a party to a merger or consolidation,
all Shares acquired under the Plan and all Awards will be subject to the agreement of merger or consolidation. Such agreement need not treat all Awards in an identical manner, and it will provide for one or more of the following with respect to each
Award: 
 (a) The continuation of the Award by Workday (if Workday is the surviving corporation). 

(b) The assumption of the Award by the surviving corporation or its parent and, with respect to an Award that is subject
to Section 409A of the Code, in a manner that complies with Section 424(a) of the Code (whether or not the Award is an ISO). 
 (c) The substitution by the surviving corporation or its parent of a new Award, and with respect an Award that is subject to Section 409A of the Code, in a manner that complies with
Section 424(a) of the Code (whether or not the Award is an ISO). 
 (d) Full exercisability of an Option,
full vesting of the Shares subject to an Option and/or full vesting of all other Awards, followed by the cancellation of the Option or Award. The full exercisability of an Option, full vesting of the Shares subject to the Option and/or full vesting
of all other Awards may be contingent on the closing of such merger or consolidation. The Participant will be able to exercise an Option during a period of not less than five full business days preceding the effective date of such merger or
consolidation, unless (A) a shorter period is required to permit a timely closing of such merger or consolidation and (B) such shorter period still offers the Participant a reasonable opportunity to exercise an Option. Any exercise of an
Option during such period may be contingent on the closing of such merger or consolidation. 
 (e) A payment to
the Participant equal to the excess of (A) the Fair Market Value of the Shares subject to the Award as of the effective date of such merger or consolidation over (B) the Exercise Price or Purchase Price of Shares, as the case may be,
subject to the Award in connection with the cancellation of the Award. Such payment will be made in the form of cash, cash equivalents, or securities of the surviving corporation or its parent with a Fair Market Value equal to the required amount.
The successor corporation may provide substantially similar consideration to Participants as was provided to stockholders (after taking into account the existing provisions of the Awards). Subject to Section 409A of the Code, such payment may
be made in installments and may be deferred until the date or dates when the Award would have become exercisable or such Shares would have vested. The amount of such payment initially will be calculated without regard to whether or not the Award is
then exercisable or such Shares are then vested. However, such payment may be subject to vesting based on the Participant’s continuing service as an Employee, Consultant or Director. In addition, any escrow, holdback, earnout or similar
provisions in the agreement of merger or consolidation may apply to such payment to the same extent and in the same manner as such provisions apply to the holders of Shares. If the Exercise Price of the Shares subject to an Option exceeds the Fair
Market Value of such Shares, then the Option may be cancelled without making a payment to the Participant. For purposes of this 

  
 14 









 
subsection, the Fair Market Value of any security will be determined without regard to any vesting conditions that may apply to such security. 

21.2 Assumption of Awards by Workday. Workday, from time to time, also may substitute or assume outstanding awards
granted by another company, whether in connection with an acquisition of such other company or otherwise, by either; (a) granting an Award under this Plan in substitution of such other company’s award; or (b) assuming such award as if
it had been granted under this Plan if the terms of such assumed award could be applied to an Award granted under this Plan. Such substitution or assumption will be permissible if the holder of the substituted or assumed award would have been
eligible to be granted an Award under this Plan if the other company had applied the rules of this Plan to such grant. In the event Workday assumes an award granted by another company, the terms and conditions of such award will remain
unchanged (except that the Purchase Price or the Exercise Price, as the case may be, and the number and nature of Shares issuable upon exercise or settlement of any such Award will be adjusted appropriately pursuant to Section 424(a) of
the Code). In the event Workday elects to grant a new Option in substitution rather than assuming an existing option, such new Option may be granted with a similarly adjusted Exercise Price. Substitute Awards will not reduce the number of Shares
authorized for grant under the Plan or authorized for grant to a Participant in any calendar year. 
 21.3
Non-Employee Directors’ Awards. Notwithstanding any provision to the contrary herein, in the event of a Corporate Transaction, the vesting of all Awards granted to Non-Employee Directors will accelerate and such Awards will become
exercisable (as applicable) in full prior to the consummation of such event at such times and on such conditions as the Committee determines. 
 22. ADOPTION AND STOCKHOLDER APPROVAL. This Plan will be submitted for the approval of Workday’s stockholders, consistent with applicable laws, within twelve (12) months
before or after the date this Plan is adopted by the Board. 
 23. TERM OF PLAN/GOVERNING
LAW. Unless earlier terminated as provided herein, this Plan will become effective on the Effective Date and will terminate ten (10) years from the date this Plan is adopted by the Board. This Plan and all Awards granted hereunder will
be governed by and construed in accordance with the laws of the State of Delaware without regard to its conflict of laws rules. 
 24. AMENDMENT OR TERMINATION OF PLAN. The Board may at any time terminate or amend this Plan in any respect, including, without limitation, amendment of any form of Award Agreement or
instrument to be executed pursuant to this Plan; provided, however, that the Board will not, without the approval of the stockholders of Workday, amend this Plan in any manner that requires such stockholder approval; provided
further, that a Participant’s Award will be governed by the version of this Plan then in effect at the time such Award was granted. 
 25. NONEXCLUSIVITY OF THE PLAN. Neither the adoption of this Plan by the Board, the submission of this Plan to the stockholders of Workday for approval, nor any provision of this Plan
will be construed as creating any limitations on the power of the Board to adopt such additional compensation arrangements as it may deem desirable, including, without limitation, the granting of stock awards and bonuses otherwise than under
this Plan, and such arrangements may be either generally applicable or applicable only in specific cases. 

26. INSIDER TRADING POLICY. Each Participant who receives an Award will comply with any policy
adopted by Workday from time to time covering transactions in Workday’s securities by Employees, officers and/or directors of Workday and its Subsidiaries or Parent. 

  
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 27. DEFINITIONS. As used in this Plan, and
except as elsewhere defined herein, the following terms will have the following meanings: 

“Award” means any award under the Plan, including any Option, Restricted Stock Award, Stock Bonus
Award, Stock Appreciation Right, Restricted Stock Unit or Performance Award. 
 “Award
Agreement” means, with respect to each Award, the written or electronic agreement between Workday and the Participant setting forth the terms and conditions of the Award and country-specific appendix thereto for grants to non-U.S.
Participants, which will be in substantially a form (which need not be the same for each Participant) that the Committee (or in the case of Award agreements that are not used by Insiders, the Committee’s delegate(s)) has from time to time
approved, and will comply with and be subject to the terms and conditions of this Plan. 
 “Award
Transfer Program” means any program instituted by the Committee which would permit Participants the opportunity to transfer any outstanding Awards to a financial institution or other person or entity approved by the Committee.

 “Board” means the Board of Directors of Workday. 

“Cause” means (i) embezzlement or misappropriation of funds; (ii) conviction of, or
entry of a plea of nolo contendre to, a felony or other crime involving moral turpitude; (iii) commission of material acts of dishonesty, fraud, or deceit; (iv) breach of any material provisions of any employment agreement;
(v) habitual or willful neglect of duties; (vi) breach of fiduciary duty; or (vii) material violation of any other duty whether imposed by law or the Board. 

“Code” means the United States Internal Revenue Code of 1986, as amended, and the regulations
promulgated thereunder. 
 “Committee” means the Compensation Committee of the Board or
those persons to whom administration of the Plan, or part of the Plan, has been delegated as permitted by law. 
 “Common Stock” means the Class A common stock of Workday. 
 “Consultant” means any person, including an advisor or independent contractor, engaged by Workday or a Subsidiary of Workday to render services to such entity. 

“Corporate Transaction” means the occurrence of any of the following events: (i) any
“person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of Workday representing fifty
percent (50%) or more of the total voting power represented by Workday’s then-outstanding voting securities; (ii) the consummation of the sale or disposition by Workday of all or substantially all of Workday’s assets;
(iii) the consummation of a merger or consolidation of Workday with any other corporation, other than a merger or consolidation which would result in the voting securities of Workday outstanding immediately prior thereto continuing to represent
(either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of Workday or such surviving entity
or its parent outstanding immediately after such merger or consolidation or (iv) any other transaction which qualifies as a “corporate transaction” under Section 424(a) of the Code wherein the stockholders of Workday give up all
of their equity interest in Workday (except for the acquisition, sale or transfer of all or substantially all of the outstanding shares of Workday). 

  
 16 









 “Director” means a member of the Board. 

“Disability” means in the case of incentive stock options, total and permanent disability as
defined in Section 22(e)(3) of the Code and in the case of other Awards, that the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to
result in death or can be expected to last for a continuous period of not less than 12 months. 

“Effective Date” means the day immediately prior to the date of the underwritten initial public
offering of Workday’s Common Stock pursuant to a registration statement that is declared effective by the SEC. 
 “Employee” means any person, including Officers and Directors, providing services as an employee to Workday or any Subsidiary of Workday. Neither service as a Director nor payment
of a director’s fee by Workday will be sufficient to constitute “employment” by Workday. 

“Exchange Act” means the United States Securities Exchange Act of 1934, as amended. 

“Exchange Program” means a program pursuant to which (i) outstanding Awards are surrendered,
cancelled or exchanged for cash, the same type of Award or a different Award (or combination thereof) or (ii) the exercise price of an outstanding Award is increased or reduced. 

“Exercise Price” means, with respect to an Option, the price at which a holder may purchase the
Shares issuable upon exercise of an Option and with respect to a SAR, the price at which the SAR is granted to the holder thereof. 
 “Fair Market Value” means, as of any date, the value of a share of Workday’s Common Stock determined as follows: 

(a) its closing price on the date of determination on the principal national securities exchange on which the Common
Stock is listed or admitted to trading as reported in The Wall Street Journal or such other source as the Committee deems reliable; 
 (b) in the case of an Option or SAR grant made on the Effective Date, the price per share at which shares of Workday’s Common Stock are initially offered for sale to the public by Workday’s
underwriters in the initial public offering of Workday’s Common Stock pursuant to a registration statement filed with the SEC under the Securities Act; or 

(c) if none of the foregoing is applicable, by the Board or the Committee in good faith. 

“Insider” means an officer or director of Workday or any other person whose transactions in
Workday’s Common Stock are subject to Section 16 of the Exchange Act. 
 “Non-Employee
Director” means a Director who is not an Employee of Workday or any Subsidiary. 

“Option” means an award of an option to purchase Shares pursuant to Section 5. 

“Parent” has the same meaning as “parent corporation” in Sections 424(e) and 424(f) of
the Code. 

  
 17 









 “Participant” means a person who holds an Award
under this Plan. 
 “Performance Award” means cash or stock granted
pursuant to Section 10 or Section 12 of the Plan. 
 “Performance Factors”
means any of the factors selected by the Committee (or, with respect to Performance Awards to Participants who are not Insiders, the Committee’s delegate(s), as applicable) and specified in an Award Agreement, from among the following objective
measures, either individually, alternatively or in any combination, applied to Workday as a whole or any business unit or Subsidiary, either individually, alternatively, or in any combination, on a GAAP or non-GAAP basis, and measured, to the extent
applicable on an absolute basis or relative to a pre-established target, to determine whether the performance goals established with respect to applicable Awards have been satisfied: 

(a) Profit Before Tax; 
 (b) Billings; 
 (c) Revenue; 

(d) Net revenue; 

(e) Earnings (which may include earnings before interest and taxes, earnings before taxes, and net earnings); 

(f) Operating income; 
 (g) Operating margin; 
 (h) Operating profit; 

(i) Controllable operating profit, or net operating profit; 
 (j) Net Profit; 
 (k) Gross margin; 

(l) Operating expenses or operating expenses as a percentage of revenue; 

(m) Net income; 

(n) Earnings per share; 
 (o) Total stockholder return; 
 (p) Market share; 

(q) Return on assets or net assets; 
 (r) Workday’s stock price; 
 (s) Growth in stockholder value relative to a
pre-determined index; 

  
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 (t) Return on equity; 

(u) Return on invested capital; 
 (v) Cash Flow (including free cash flow or operating cash flows) 
 (w) Cash
conversion cycle; 
 (x) Economic value added; 
 (y) Individual confidential business objectives; 
 (z) Contract awards or backlog;

 (aa) Overhead or other expense reduction; 
 (bb) Credit rating; 
 (cc) Strategic plan development and implementation;

 (dd) Succession plan development and implementation; 
 (ee) Improvement in workforce diversity; 
 (ff) Customer indicators; 

(gg) New product invention or innovation; 
 (hh) Attainment of research and development milestones; 
 (ii) Improvements in
productivity; 
 (jj) Bookings; and 
 (kk) Attainment of objective operating goals and employee metrics; and 
 The Committee may, in recognition of unusual or non-recurring items such as acquisition-related activities or changes in applicable accounting rules, provide for one or more equitable adjustments (based
on objective standards) to the Performance Factors to preserve the Committee’s original intent regarding the Performance Factors at the time of the initial award grant. It is within the sole discretion of the Committee to make or not make any
such equitable adjustments. 
 “Performance Period” means the period of service
determined by the Committee or its delegate(s), with respect to Participants who are not Insiders, during which years of service or performance is to be measured for the Award. 

“Performance Share” means a performance share bonus granted as a Performance Award. 

“Permitted Transferee” means any child, stepchild, grandchild, parent, stepparent, grandparent,
spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law (including adoptive relationships) of the Employee, any person sharing the Employee’s household (other
than a tenant or employee), a trust in which these persons (or the Employee) 

  
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have more than 50% of the beneficial interest, a foundation in which these persons (or the Employee) control the management of assets, and any other entity in which these persons (or the
Employee) own more than 50% of the voting interests. 
 “Plan” means this Workday, Inc.
2012 Equity Incentive Plan. 
 “Purchase Price” means the price to be paid for Shares
acquired under the Plan, other than Shares acquired upon exercise of an Option or SAR. 

“Restricted Stock Award” means an award of Shares pursuant to Section 6 or
Section 12 of the Plan, or issued pursuant to the early exercise of an Option. 
 “Restricted
Stock Unit” means an Award granted pursuant to Section 9 or Section 12 of the Plan. 

“SEC” means the United States Securities and Exchange Commission. 

“Securities Act” means the United States Securities Act of 1933, as amended. 

“Shares” means shares of Workday’s Common Stock and the common stock of any successor
security. 
 “Stock Appreciation Right” means an Award granted pursuant to
Section 8 or Section 12 of the Plan. 
 “Stock Bonus” means an Award
granted pursuant to Section 7 or Section 12 of the Plan. 
 “Subsidiary” has
the same meaning as “subsidiary corporation” in Sections 424(e) and 424(f) of the Code. 

“Termination” or “Terminated” means, for purposes of this Plan with
respect to a Participant, that the Participant has for any reason ceased to provide services as an employee, officer, director, consultant, independent contractor or advisor to Workday or a Parent or Subsidiary of Workday. An employee will not be
deemed to have ceased to provide services in the case of (i) sick leave, (ii) military leave, or (iii) any other leave of absence approved by Workday; provided, that such leave is for a period of not more than 90 days, unless
reemployment upon the expiration of such leave is guaranteed by contract or statute or unless provided otherwise pursuant to formal policy adopted from time to time by Workday and issued and promulgated to employees in writing. In the case
of any employee on an approved leave of absence, Workday may make such provisions respecting suspension of vesting of the Award while on leave from the employ of Workday or a Parent or Subsidiary of Workday as it may deem appropriate, except
that in no event may an Award be exercised after the expiration of the term set forth in the applicable Award Agreement. In the event of military leave, if required by applicable laws, vesting will continue for the longest period that vesting
continues under any other statutory or Workday approved leave of absence and, upon a Participant’s returning from military leave (under conditions that would entitle him or her to protection upon such return under the Uniform Services
Employment and Reemployment Rights Act), he or she will be given vesting credit with respect to Awards to the same extent as would have applied had the Participant continued to provide services to Workday throughout the leave on the same terms as he
or she was providing services immediately prior to such leave. An employee will have terminated employment as of the date he or she ceases to provide services (regardless of whether the termination is in breach of local employment laws or is later
found to be invalid) and employment will not be extended by any notice period or garden leave mandated by local law. Workday, or in the case of Insiders, the Committee will have sole discretion to determine whether a Participant has


  
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ceased to provide services for purposes of the Plan and the effective date on which the Participant ceased to provide services (the “Termination Date”). 

“Unvested Shares” means Shares that have not yet vested or are subject to a right of repurchase
in favor of Workday (or any successor thereto). 
 “Workday” means Workday, Inc., a
Delaware corporation, or any successor corporation. 

  
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