Form of 2007 Equity Incentive Plan



 EXHIBIT 4.12 
 2007 EQUITY INCENTIVE PLAN 
 OF

 PHARMASSET, INC. 
 1. Purpose of this Plan 
 The purpose of this 2007 Equity Incentive Plan is to enhance the long-term
stockholder value of Pharmasset, Inc. by offering opportunities to eligible individuals to participate in the growth in value of the equity of Pharmasset, Inc. 
 2. Definitions and Rules of Interpretation 
 2.1 Definitions. 
 This Plan uses the following defined terms: 
 (a) “Administrator” means the Board or the Committee, or any officer or employee of the Company to whom the Board or the Committee delegates authority to administer this Plan. 
 (b) “Affiliate” means a “parent” or “subsidiary” (as each is defined in Section 424 of the Code)
of the Company and any other entity that the Board or Committee designates as an “Affiliate” for purposes of this Plan. 
 (c)
“Applicable Law” means any and all laws of whatever jurisdiction, within or without the United States, and the rules of any stock exchange or quotation system on which Shares are listed or quoted, applicable to the
taking or refraining from taking of any action under this Plan, including the administration of this Plan and the issuance or transfer of Awards or Award Shares. 
 (d) “Award” means a Stock Award, SAR, Cash Award, or Option granted in accordance with the terms of this Plan. 
 (e) “Award Agreement” means the document evidencing the grant of an Award. 
 (f) “Award Shares” means Shares covered by an outstanding Award or purchased under an Award. 
 (g) “Awardee” means: (i) a person to whom an Award has been granted, including a holder of a Substitute Award
or (ii) a person to whom an Award has been transferred in accordance with all applicable requirements of Sections 6.5, 7(h), and 17. 







 (h) “Board” means the Board of Directors of the Company. 
 (i) “Cash Award” means the right to receive cash as described in Section 8.3. 
 (j) “Cause” means employment related dishonesty, fraud, misconduct or disclosure or misuse of confidential information, or other
employment related conduct that is likely to cause significant injury to the Company, an Affiliate, or any of their respective employees, officers or directors (including, without limitation, commission of a felony or similar offense), in each case
as determined by the Administrator. “Cause” shall not require that a civil judgment or criminal conviction have been entered against or guilty plea shall have been made by the Awardee regarding any of the matters referred to in the
previous sentence. Accordingly, the Administrator shall be entitled to determine “Cause” based on the Administrator’s good faith belief. If the Awardee is criminally charged with a felony or similar offense that shall be a sufficient,
but not a necessary, basis for such belief. 
 (k) “Change in Control” means any transaction or event
that the Board specifies as a Change in Control under Section 10.4. 
 (l) “Code” means the Internal Revenue
Code of 1986. 
 (m) “Committee” means a committee composed of Company Directors appointed in accordance with the
Company’s charter documents and Section 4. 
 (n) “Company” means Pharmasset, Inc., a Delaware corporation.

 (o) “Company Director” means a member of the Board. 
 (p) “Consultant” means an individual who, or an employee or agent of any entity that, provides bona fide services to the Company
or an Affiliate not in connection with the offer or sale of securities in a capital-raising transaction, but who is not an Employee. 
 (q)
“Director” means a member of the Board of Directors of the Company or an Affiliate. 
 (r) “Domestic
Relations Order” means a “domestic relations order” as defined in, and otherwise meeting the requirements of, Section 414(p) of the Code, except that reference to a “plan” in that definition shall be to this
Plan. 
 (s) “Effective Date” means the first date of the sale by the Company of shares of its capital stock in an
initial public offering pursuant to a registration statement on Form S-1 filed with the SEC. 
  

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 (t) “Employee” means a regular employee of the Company or an Affiliate,
including an officer or Director, who is treated as an employee in the personnel records of the Company or an Affiliate, but not individuals who are classified by the Company or an Affiliate as: (i) leased from or otherwise employed by a third
party, (ii) independent contractors, or (iii) intermittent or temporary workers. The Company’s or an Affiliate’s classification of an individual as an “Employee” (or as not an “Employee”) for purposes of this
Plan shall not be altered retroactively even if that classification is changed retroactively for another purpose as a result of an audit, litigation or otherwise. An Awardee shall not cease to be an Employee due to transfers between locations of the
Company, or between the Company and an Affiliate, or to any successor to the Company or an Affiliate that assumes the Awardee’s Options under Section 10. Neither service as a Director nor receipt of a director’s fee shall be
sufficient to make a Director an “Employee.” 
 (u) “Exchange Act” means the Securities Exchange Act of
1934. 
 (v) “Executive” means, if the Company has any class of any equity security registered under Section 12
of the Exchange Act, an individual who is subject to Section 16 of the Exchange Act or who is a “covered employee” under Section 162(m) of the Code, in either case because of the individual’s relationship with the Company or
an Affiliate. If the Company does not have any class of any equity security registered under Section 12 of the Exchange Act, “Executive” means any (i) Director, (ii) officer elected or appointed by the Board, or
(iii) beneficial owner of more than 10% of any class of the Company’s equity securities. 
 (w) “Expiration
Date” means, with respect to an Award, the date stated in the Award Agreement as the expiration date of the Award or, if no such date is stated in the Award Agreement, then the last day of the maximum exercise period for the Award,
disregarding the effect of an Awardee’s Termination or any other event that would shorten that period. 
 (x) “Fair Market
Value” means the value of Shares as determined under Section 18.2. 
 (y) “Fundamental Transaction”
means any transaction or event described in Section 10.3. 
 (z) “Good Reason” means (i) a material
diminution in responsibility or compensation, or (ii) requiring Awardee to work in a location (other than normal business travel) which is more than 50 miles from Awardee’s principal place of employment before the change. 
 (aa) “Grant Date” means the date the Administrator approves the grant of an Award. However, if the Administrator specifies that
an Award’s Grant Date is a 

  

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future date or the date on which a condition is satisfied, the Grant Date for such Award is that future date or the date that the condition is satisfied.

 (bb) “Incentive Stock Option” means an Option intended to qualify as an incentive stock option under
Section 422 of the Code and designated as an Incentive Stock Option in the Award Agreement for that Option. 
 (cc)
“Involuntary Termination” means termination by the Company without Cause or termination by the Awardee for Good Reason. 
 (dd) “Nasdaq” means the Nasdaq Global Market or its successor.
 (ee) “Nonstatutory
Option” means any Option other than an Incentive Stock Option. 
 (ff) “Objectively Determinable Performance
Condition” shall mean a performance condition (i) that is established (A) at the time an Award is granted or (B) no later than the earlier of (1) 90 days after the beginning of the period of service to which it
relates, or (2) before the elapse of 25% of the period of service to which it relates, (ii) that is uncertain of achievement at the time it is established, and (iii) the achievement of which is determinable by a third party with
knowledge of the relevant facts. Examples of measures that may be used in Objectively Determinable Performance Conditions include net order dollars, net profit dollars, net profit growth, net revenue dollars, revenue growth, individual performance,
earnings per share, return on assets, return on equity, and other financial objectives, objective customer satisfaction indicators and efficiency measures, each with respect to the Company and/or an Affiliate or individual business unit. 

(gg) “Officer” means an officer of the Company as defined in Rule 16a-1 adopted under the Exchange Act. 
 (hh) “Option” means a right to purchase Shares of the Company granted under this Plan. 
 (ii) “Option Price” means the price payable under an Option for Shares, not including any amount payable in respect of
withholding or other taxes. 
 (jj) “Option Shares” means Shares covered by an outstanding Option or purchased under
an Option. 
 (kk) “Plan” means this 2007 Equity Incentive Plan of Pharmasset, Inc. 
 (ll) “Prior Plan” means the Company’s 1998 Stock Plan (as amended). 
  

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 (mm) “Purchase Price” means the price payable under a Stock Award for
Shares, not including any amount payable in respect of withholding or other taxes. 
 (nn) “Rule 16b-3” means Rule
16b-3 adopted under Section 16(b) of the Exchange Act. 
 (oo) “SAR” or “Stock
Appreciation Right” means a right to receive cash and/or Shares based on a change in the Fair Market Value of a specific number of Shares pursuant to an Award Agreement, as described in Section 8.1. 
 (pp) “Securities Act” means the Securities Act of 1933. 
 (qq) “Share” means a share of the common stock of the Company or other securities substituted for the common stock under
Section 10. 
 (rr) “Stock Award” means an offer by the Company to sell shares subject to certain restrictions
pursuant to the Award Agreement as described in Section 8.2 or, as determined by the Committee, a notional account representing the right to be paid an amount based on Shares. Types of Awards which may be granted as Stock Awards include such
awards as are commonly known as restricted stock, deferred stock, restricted stock units, performance shares, phantom stock or similar types of awards as determined by the Administrator. 
 (ss) “Substitute Award” means a Substitute Option, Substitute SAR or Substitute Stock Award granted in accordance with the terms
of this Plan. 
 (tt) “Substitute Option” means an Option granted in substitution for, or upon the conversion of, an
option granted by another entity to purchase equity securities in the granting entity. 
 (uu) “Substitute SAR” means
a SAR granted in substitution for, or upon the conversion of, a stock appreciation right granted by another entity with respect to equity securities in the granting entity. 
 (vv) “Substitute Stock Award” means a Stock Award granted in substitution for, or upon the conversion of, a stock award granted
by another entity to purchase equity securities in the granting entity. 
 (ww) “Termination” means that the Awardee
has ceased to be, with or without any cause or reason, an Employee, Director or Consultant. However, unless so determined by the Administrator, or otherwise provided in this Plan, “Termination” shall not include a change in status from an
Employee, Consultant or Director to another such status. An event that causes an Affiliate to cease being an Affiliate shall be treated as the “Termination” of that Affiliate’s Employees, Directors, and Consultants. 
  

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 2.2 Rules of Interpretation. Any reference to a “Section,” without more, is to a Section
of this Plan. Captions and titles are used for convenience in this Plan and shall not, by themselves, determine the meaning of this Plan. Except when otherwise indicated by the context, the singular includes the plural and vice versa. Any reference
to a statute is also a reference to the applicable rules and regulations adopted under that statute. Any reference to a statute, rule or regulation, or to a section of a statute, rule or regulation, is a reference to that statute, rule, regulation,
or section as amended from time to time, both before and after the Effective Date and including any successor provisions. 
 3. Shares Subject to this
Plan; Term of this Plan 
 3.1 Number of Award Shares. The Shares issuable under this Plan shall be authorized but unissued
or reacquired Shares, including Shares repurchased by the Company on the open market. The number of Shares initially available for issuance over the term of this Plan shall be
                        . Except as required by Applicable Law, Shares subject to an outstanding Award shall not reduce
the number of Shares available for issuance under this Plan until the earlier of the date such Shares are vested pursuant to the terms of the applicable Award or the actual date of delivery of the Shares to the Awardee. Notwithstanding the
foregoing, the maximum number of Shares shall be increased by (i) the number of shares available for issuance, as of the Effective Date, under the Prior Plan as last approved by the Company’s stockholders, including the Shares subject to
outstanding awards under the Prior Plan, plus (ii) those Shares issued under the Plan or Prior Plan that are forfeited or repurchased by the Company at the original purchase price or less or that are issuable upon exercise of awards granted
under the Plan or Prior Plan that expire or become unexercisable for any reason after the Effective Date without having been exercised in full, plus (iii) those Shares that are restored pursuant to the decision of the Board or Committee
pursuant to Section 6.4(a) to deliver only such Shares as are necessary to award the net Share appreciation plus (iv) those Shares that are not delivered to a holder in consideration for applicable tax withholding. The repurchase of Shares
by the Company shall not increase the maximum number of Shares that may be issued under this Plan to the extent the Company repurchases Shares that were originally exercised or purchased with other previously owned Shares. 
 3.2 Source of Shares. Award Shares may be: (a) Shares that have never been issued, (b) Shares that have been issued but are no longer
outstanding, or (c) Shares that are outstanding and are acquired to discharge the Company’s obligation to deliver Award Shares. 
 3.3 Term of this Plan. 
 (a) This Plan shall be effective on the Effective Date, and Awards may be granted under this Plan
on and after, the Effective Date. Upon effectiveness of this Plan, no additional awards will be made under the Prior Plan. 
  

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 (b) Subject to the provisions of Section 14, Awards may be granted under this Plan for a period of
ten years from the latest date the Company’s stockholders approve this Plan. 
 4. Administration 
 4.1 General. 
 (a) The Board shall
have ultimate responsibility for administering this Plan. To the extent permitted by Applicable Law, the Board may delegate certain of its responsibilities to a Committee, which shall consist of at least two members of the Board. In addition, to the
extent permitted by Applicable Law, the Board or the Committee may further delegate its responsibilities to any Employee of the Company or any Affiliate. Where this Plan specifies that an action is to be taken or a determination made by the Board,
only the Board may take that action or make that determination. Where this Plan specifies that an action is to be taken or a determination made by the Committee, only the Committee may take that action or make that determination; provided that, if
for some reason the Committee cannot act or make a determination, then the Board shall also be entitled to take such action or make such determination. Where this Plan references the “Administrator,” the action may be taken or
determination made by the Board, the Committee, or other Administrator. However, only the Board or the Committee may approve grants of Awards to Executives, and an Administrator other than the Board or the Committee may grant Awards only within the
guidelines established by the Board or Committee. Moreover, all actions and determinations by any Administrator are subject to the provisions of this Plan. 
 (b) So long as the Company has registered and outstanding a class of equity securities under Section 12 of the Exchange Act and to the extent necessary or helpful to comply with Applicable Law with respect to
officers subject to Section 16 or the Exchange Act and/or others, the Committee shall consist of Company Directors who are “Non-Employee Directors” as defined in Rule 16b-3 and, after the expiration of any transition period
permitted by Treasury Regulations Section 1.162-27(h)(3), who are “outside directors” as defined in Section 162(m) of the Code. So long as the Shares are listed with Nasdaq, the Committee shall comply with applicable Nasdaq rules
and listing standards. 
 4.2 Authority of the Board or the Committee. Subject to the other provisions of this Plan, the Board or the
Committee shall have the authority to: 
 (a) grant Awards, including Substitute Awards; 
 (b) determine the Fair Market Value of Shares; 
 (c) determine the Option Price and the Purchase Price of Awards; 
  

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 (d) select the Awardees; 
 (e) determine the times Awards are granted; 
 (f) determine the number of Shares subject to each Award;

 (g) determine the methods of payment that may be used to purchase Award Shares; 
 (h) determine the methods of payment that may be used to satisfy withholding tax obligations; 
 (i) determine the other terms of each Award, including but not limited to the time or times at which Awards may be exercised, whether and under what
conditions an Award is assignable, whether an Option is a Nonstatutory Option or an Incentive Stock Option and automatic cancellation of the Award if certain objective requirements determined by the Administration are not met; 
 (j) modify or amend any Award; 
 (k)
authorize any person to sign any Award Agreement or other document related to this Plan on behalf of the Company; 
 (l) determine the form
of any Award Agreement or other document related to this Plan, and whether that document, including signatures, may be in electronic form; 
 (m) interpret this Plan and any Award Agreement or document related to this Plan; 
 (n) correct any defect, remedy any omission, or
reconcile any inconsistency in this Plan, any Award Agreement or any other document related to this Plan; 
 (o) adopt, amend, and revoke
rules and regulations under this Plan, including rules and regulations relating to sub-plans and Plan addenda; 
 (p) adopt, amend, and
revoke special rules and procedures which may be inconsistent with the terms of this Plan, set forth (if the Administrator so chooses) in sub-plans regarding (for example) the operation and administration of this Plan and the terms of Awards, if and
to the extent necessary or useful to accommodate non-U.S. Applicable Laws and practices as they apply to Awards and Award Shares held by, or granted or issued to, persons working or resident outside of the United States or employed by Affiliates
incorporated outside the United States; 
  

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 (q) determine whether a transaction or event should be treated as a Change in Control; 
 (r) determine the effect of a Fundamental Transaction and, if the Board determines that a transaction or event should be treated as a Change in Control,
then the effect of that Change in Control; 
 (s) appoint such additional administrators as are necessary to perform various administrative
acts and determine the duties of such administrators; and 
 (t) make all other determinations the Administrator deems necessary or advisable
for the administration of this Plan. 
 4.3 Scope of Discretion. Subject to the provisions of this Section 4.3, on all matters
for which this Plan confers the authority, right or power on the Board, the Committee, or other Administrator to make decisions, that body may make those decisions in its sole and absolute discretion. Those decisions will be final, binding and
conclusive. In making its decisions, the Board, Committee or other Administrator need not treat all persons eligible to receive Awards, all Awardees, all Awards or all Award Shares the same way. Notwithstanding anything herein to the contrary, and
except as provided in Section 13.3, the discretion of the Board, Committee or other Administrator is subject to the specific provisions and specific limitations of this Plan, as well as all rights conferred on specific Awardees by Award
Agreements and other agreements. 
 5. Persons Eligible to Receive Awards 
 5.1 Eligible Individuals. Awards (including Substitute Awards) may be granted to, and only to, Employees, Directors and Consultants, including to
prospective Employees, Directors and Consultants conditioned on the beginning of their service for the Company or an Affiliate. However, Incentive Stock Options may only be granted to Employees, as provided in Section 7(g). 
 5.2 Section 162(m) Limitation. 
 (a) Options and SARs. Subject to the provisions of this Section 5.2, for so long as the Company is a “publicly held corporation” within the meaning of Section 162(m) of the Code: (i) no Employee may be
granted one or more SARs or Options within any fiscal year of the Company under this Plan to purchase or be issued more than 2,000,000 Shares under Options or to receive compensation calculated with reference to more than that number of Shares under
SARs, subject to adjustment pursuant to Section 10, and (ii) Options and SARs may be granted to an Executive only by the Committee (and, notwithstanding anything to the contrary in Section 4.1(a), not by the Board). If an Option or
SAR is cancelled without being exercised or if the Option Price of an Option is reduced, that cancelled or repriced Option or SAR shall continue to be 

  

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counted against the limit on Awards that may be granted to any individual under this Section 5.2. Notwithstanding anything herein to the contrary, a new
Employee of the Company or an Affiliate shall be eligible to be granted up to a maximum of 3,000,000 Shares under Options in the calendar year which they commence employment, or such compensation calculated with reference to such number of Shares
under SARs, subject to adjustment pursuant to Section 10. 
 (b) Cash Awards and Stock Awards. Any Cash Award or Stock Award
intended as “qualified performance-based compensation” within the meaning of Section 162(m) of the Code must be awarded, vest or become exercisable contingent on the achievement of one or more Objectively Determinable Performance
Conditions. The Committee shall have the discretion to determine the time and manner of compliance with Section 162(m) of the Code. The maximum annual value of Cash Awards or Stock Awards to any individual may not exceed $10,000,000.

 6. Terms and Conditions of Options 
 The following rules apply to all Options: 
 6.1 Price. Except as specifically provided herein, no Nonstatutory Option may
have an Option Price less than 85% of the Fair Market Value of the Shares on the Grant Date. No Option intended as “qualified incentive-based compensation” within the meaning of Section 162(m) of the Code may have an Option Price less
than 100% of the Fair Market Value of the Shares on the Grant Date. In no event will the Option Price of any Option be less than the par value of the Shares issuable under the Option if that is required by Applicable Law. The Option Price of an
Incentive Stock Option shall be subject to Section 7(f). Notwithstanding the foregoing, in the event an Option is granted with an exercise price less than that set forth in this Section 6.1, if the mistake was unintentional, a violation of
this provision shall not cause such Option to be void or voidable. 
 6.2 Term. No Option shall be exercisable after its Expiration
Date. No Option may have an Expiration Date that is more than ten years after its Grant Date. Additional provisions regarding the term of Incentive Stock Options are provided in Sections 7(a) and 7(e). 
 6.3 Vesting. Options shall be exercisable: (a) on the Grant Date, or (b) in accordance with a schedule related to the Grant Date, the
date the Awardee’s directorship, employment or consultancy begins, or a different date specified in the Award Agreement. Additional provisions regarding the vesting of Incentive Stock Options are provided in Section 7(c). No Option granted
to an individual who is subject to the overtime pay provisions of the Fair Labor Standards Act may be exercised before the expiration of six months after the Grant Date. 
  

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 6.4 Form and Method of Payment. 
 (a) The Board or Committee shall determine the acceptable form and method of payment for exercising an Option. So long as variable accounting pursuant to
"APB 25" does not apply and the Board or Committee otherwise determines there is no material adverse accounting consequence at the time of exercise, the Board or Committee may require the delivery in Shares for the value of the net appreciation
of the Shares at the time of exercise over the exercise price. The difference between full number of Shares covered by the exercised portion of the Award and the number of Shares actually delivered shall be restored to the amount of Shares reserved
for issuance under Section 3.1. 
 (b) Acceptable forms of payment for all Option Shares are cash, check or wire transfer, denominated
in U.S. dollars except as specified by the Administrator for non-U.S. Employees or non-U.S. sub-plans. 
 (c) In addition, the Administrator
may permit payment to be made by any of the following methods: 
 (i) other Shares, or the designation of other Shares, which (A) are
“mature” shares for purposes of avoiding variable accounting treatment under generally accepted accounting principles (generally mature shares are those that have been owned by the Awardee for more than six months on the date of
surrender), and (B) have a Fair Market Value on the date of surrender equal to the Option Price of the Shares as to which the Option is being exercised; 
 (ii) provided that a public market exists for the Shares, consideration received by the Company under a procedure under which a licensed broker-dealer advances funds on behalf of an Awardee or sells Option Shares on
behalf of an Awardee (a “Cashless Exercise Procedure”), provided that if the Company extends or arranges for the extension of credit to an Awardee under any Cashless Exercise Procedure, no Officer or Director may participate
in that Cashless Exercise Procedure; 
 (iii) cancellation of any debt owed by the Company or any Affiliate to the Awardee by the Company
including without limitation waiver of compensation due or accrued for services previously rendered to the Company; and 
 (iv) any
combination of the methods of payment permitted by any paragraph of this Section 6.4. 
 (d) The Administrator may also permit any other
form or method of payment for Option Shares permitted by Applicable Law. 
  

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 6.5 Nonassignability of Options. Except as determined by the Administrator, no Option shall be
assignable or otherwise transferable by the Awardee except by will or by the laws of descent and distribution. However, Options may be transferred and exercised in accordance with a Domestic Relations Order and may be exercised by a guardian or
conservator appointed to act for the Awardee. Incentive Stock Options may only be assigned in compliance with Section 7(h). 
 6.6
Substitute Options. The Board may cause the Company to grant Substitute Options in connection with the acquisition by the Company or an Affiliate of equity securities of any entity (including by merger, tender offer, or other similar
transaction) or of all or a portion of the assets of any entity. Any such substitution shall be effective on the effective date of the acquisition. Substitute Options may be Nonstatutory Options or Incentive Stock Options. Unless and to the extent
specified otherwise by the Board, Substitute Options shall have the same terms and conditions as the options they replace, except that (subject to the provisions of Section 10) Substitute Options shall be Options to purchase Shares rather than
equity securities of the granting entity, shall have an Option Price determined by the Board and shall be on terms that, as determined by the Board in its sole and absolute discretion, properly reflect the substitution. 
 6.7 Repricings. Options may be repriced, replaced or regranted through cancellation or modification without stockholder approval. 
 7. Incentive Stock Options 
 The following rules
apply only to Incentive Stock Options and only to the extent these rules are more restrictive than the rules that would otherwise apply under this Plan. With the consent of the Awardee, or where this Plan provides that an action may be taken
notwithstanding any other provision of this Plan, the Administrator may deviate from the requirements of this Section, notwithstanding that any Incentive Stock Option modified by the Administrator will thereafter be treated as a Nonstatutory Option.

 (a) The Expiration Date of an Incentive Stock Option shall not be later than ten years from its Grant Date, with the result that no
Incentive Stock Option may be exercised after the expiration of ten years from its Grant Date. 
 (b) No Incentive Stock Option may be
granted more than ten years from the date this Plan was approved by the Board. 
 (c) Options intended to be incentive stock options under
Section 422 of the Code that are granted to any single Awardee under all incentive stock option plans of the Company and its Affiliates, including incentive stock options granted under this Plan, may not vest at a rate of more than $100,000 in
Fair Market Value of stock (measured on the grant dates of the options) during any calendar year. For this purpose, an option vests 

  

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with respect to a given share of stock the first time its holder may purchase that share, notwithstanding any right of the Company to repurchase that share.
Unless the administrator of that option plan specifies otherwise in the related agreement governing the option, this vesting limitation shall be applied by, to the extent necessary to satisfy this $100,000 rule, treating certain stock options that
were intended to be Incentive Stock Options under Section 422 of the Code as Nonstatutory Options. The stock options or portions of stock options to be reclassified as Nonstatutory Options are those with the highest option prices, whether
granted under this Plan or any other equity compensation plan of the Company or any Affiliate that permits that treatment. This Section 7(c) shall not cause an Incentive Stock Option to vest before its original vesting date or cause an
Incentive Stock Option that has already vested to cease to vest or be vested. 
 (d) In order for an Incentive Stock Option to be exercised
for any form of payment other than those described in Section 6.4(b), that right must be stated at the time of grant in the Award Agreement relating to that Incentive Stock Option. 
 (e) Any Incentive Stock Option granted to a Ten Percent Stockholder, must have an Expiration Date that is not later than five years from its Grant Date,
with the result that no such Option may be exercised after the expiration of five years from the Grant Date. A “Ten Percent Stockholder” is any person who, directly or by attribution under Section 424(d) of the Code,
owns stock possessing more than ten percent of the total combined voting power of all classes of stock of the Company or of any Affiliate on the Grant Date. 
 (f) The Option Price of an Incentive Stock Option shall never be less than the Fair Market Value of the Shares at the Grant Date. The Option Price for the Shares covered by an Incentive Stock Option granted to a Ten
Percent Stockholder shall never be less than 110% of the Fair Market Value of the Shares at the Grant Date. 
 (g) Incentive Stock Options
may be granted only to Employees. If an Awardee changes status from an Employee to a Consultant, that Awardee’s Incentive Stock Options become Nonstatutory Options if not exercised within the time period described in Section 7(i)
(determined by treating that change in status as a Termination solely for purposes of this Section 7(g)). 
 (h) No rights under an
Incentive Stock Option may be transferred by the Awardee, other than by will or the laws of descent and distribution. During the life of the Awardee, an Incentive Stock Option may be exercised only by the Awardee. The Company’s compliance with
a Domestic Relations Order, or the exercise of an Incentive Stock Option by a guardian or conservator appointed to act for the Awardee, shall not violate this Section 7(h). 
 (i) An Incentive Stock Option shall be treated as a Nonstatutory Option if it remains exercisable after, and is not exercised within, the three-month
period 

  

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beginning with the Awardee’s Termination for any reason other than the Awardee’s death or disability (as defined in Section 22(e) of the
Code). In the case of Termination due to death, an Incentive Stock Option shall continue to be treated as an Incentive Stock Option if it remains exercisable after, and is not exercised within, the three month period after the Awardee’s
Termination provided it is exercised before the Expiration Date. In the case of Termination due to disability, an Incentive Stock Option shall be treated as a Nonstatutory Option if it remains exercisable after, and is not exercised within, one year
after the Awardee’s Termination. 
 (j) An Incentive Stock Option may only be modified by the Board. 
 8. Stock Appreciation Rights, Stock Awards and Cash Awards 
 8.1 Stock Appreciation Rights. The following rules apply to SARs: 
 (a) General. SARs may be granted either
alone, in addition to, or in tandem with other Awards granted under this Plan. The Administrator may grant SARs to eligible participants subject to terms and conditions not inconsistent with this Plan and determined by the Administrator. The
specific terms and conditions applicable to the Awardee shall be provided for in the Award Agreement. SARs shall be exercisable, in whole or in part, at such times as the Administrator shall specify in the Award Agreement. The grant or vesting of a
SAR may be made contingent on the achievement of Objectively Determinable Performance Conditions. 
 (b) Exercise of SARs. Upon
the exercise of an SAR, in whole or in part, an Awardee shall be entitled to a payment in an amount equal to the excess of the Fair Market Value of a fixed number of Shares covered by the exercised portion of the SAR on the date of exercise, over
the Fair Market Value of the Shares covered by the exercised portion of the SAR on the Grant Date. The amount due to the Awardee upon the exercise of a SAR shall be paid in cash, Shares or a combination thereof, as specified in the Award Agreement,
over the period or periods specified in the Award Agreement. An Award Agreement may place limits on the amount that may be paid over any specified period or periods upon the exercise of a SAR, on an aggregate basis or as to any Awardee. A SAR shall
be considered exercised when the Company receives written notice of exercise in accordance with the terms of the Award Agreement from the person entitled to exercise the SAR. If a SAR has been granted in tandem with an Option, upon the exercise of
the SAR, the number of shares that may be purchased pursuant to the Option shall be reduced by the number of shares with respect to which the SAR is exercised. 
 (c) Nonassignability of SARs. Except as determined by the Administrator, no SAR shall be assignable or otherwise transferable by the Awardee except by will or by the laws of descent and distribution.
Notwithstanding anything herein to the contrary, SARs may be transferred and exercised in accordance with a Domestic Relations Order. 
  

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 (d) Substitute SARs. The Board may cause the Company to grant Substitute SARs in connection
with the acquisition by the Company or an Affiliate of equity securities of any entity (including by merger, tender offer or other similar transaction) or all or a portion of the assets of any entity. Any such substitution shall be effective on the
effective date of the acquisition. Unless and to the extent specified otherwise by the Board, Substitute SARs shall have the same terms and conditions as the SARs they replace, except that (subject to the provisions of Section 10) Substitute
SARs shall be exercisable with respect to the Fair Market Value of Shares rather than equity securities of the granting entity and shall be on terms that, as determined by the Board in its sole and absolute discretion, properly reflects the
substitution. 
 (e) Repricings. A SAR may be repriced, replaced or regranted, through cancellation or modification without
stockholder approval. 
 8.2 Stock Awards. The following rules apply to all Stock Awards: 
 (a) General. The specific terms and conditions of a Stock Award applicable to the Awardee shall be provided for in the Award Agreement. The
Award Agreement shall state the number of Shares that the Awardee shall be entitled to receive or purchase, the terms and conditions, if any, on which the Shares shall vest, the price to be paid, if any, whether Shares are to be delivered at the
time of grant or at some deferred date specified in the Award Agreement, whether the Award is payable solely in Shares, cash or either and, if applicable, the time within which the Awardee must accept such offer. The offer shall be accepted by
execution of the Award Agreement. The Administrator may require that all Shares subject to a right of repurchase or risk of forfeiture be held in escrow until such repurchase right or risk of forfeiture lapses. The grant or vesting of a Stock Award
may be made contingent on the achievement of Objectively Determinable Performance Conditions. 
 (b) Right of Repurchase. If so
provided in the Award Agreement, Award Shares acquired pursuant to a Stock Award may be subject to repurchase by the Company or an Affiliate if not vested in accordance with the Award Agreement. 
 (c) Form of Payment. If the Awardee is required to pay any amount to purchase Shares subject to the Stock Award, then the Administrator
shall determine the acceptable form and method of payment for exercising a Stock Award. Acceptable forms of payment for all Award Shares are cash, check or wire transfer, denominated in U.S. dollars except as specified by the Administrator for
non-U.S. Employees or non-U.S. sub-plans. In addition, the Administrator may permit payment to be made by any of the methods permitted with respect to the exercise of Options pursuant to Section 6.4. 
  

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 (d) Nonassignability of Stock Awards. Except as determined by the Administrator, no
Stock Award shall be assignable or otherwise transferable by the Awardee except by will or by the laws of descent and distribution. Notwithstanding anything to the contrary herein, Stock Awards may be transferred and exercised in accordance with a
Domestic Relations Order. 
 (e) Substitute Stock Award. The Board may cause the Company to grant Substitute Stock Awards in
connection with the acquisition by the Company or an Affiliate of equity securities of any entity (including by merger, tender offer, or other similar transaction) or all or a portion of the assets of any entity. Unless and to the extent specified
otherwise by the Board, Substitute Stock Awards shall have the same terms and conditions as the stock awards they replace, except that (subject to the provisions of Section 10) Substitute Stock Awards shall be Stock Awards to purchase Shares
rather than equity securities of the granting entity and shall have a Purchase Price and other terms that, as determined by the Board in its sole and absolute discretion, properly reflects the substitution. Any such Substitute Stock Award shall be
effective on the effective date of the acquisition. 
 8.3 Cash Awards. The following rules apply to all Cash Awards: 
 Cash Awards may be granted either alone, in addition to, or in tandem with other Awards granted under this Plan. After the Administrator determines that
it will offer a Cash Award, it shall advise the Awardee, by means of an Award Agreement, of the terms, conditions and restrictions related to the Cash Award. The grant or vesting of a Cash Award may be made contingent on the achievement of
Objectively Determinable Performance Conditions. 
 9. Exercise of Awards 
 9.1 In General. An Award shall be exercisable in accordance with this Plan and the Award Agreement under which it is granted. 
 9.2 Time of Exercise. Options and Stock Awards shall be considered exercised when the Company receives: (a) written (including electronically
pursuant to Section 18.4 below) notice of exercise from the person entitled to exercise the Option or Stock Award, (b) full payment, or provision for payment, in a form and method approved by the Administrator, for the Shares for which the
Option or Stock Award is being exercised, and (c) if applicable, payment, or provision for payment, in a form approved by the Administrator, of all applicable withholding taxes due upon exercise. An Award may not be exercised for a fraction of
a Share. SARs shall be considered exercised when the Company receives written notice of the exercise from the person entitled to exercise the SAR. 
  

 16 








 9.3 Issuance of Award Shares. The Company shall issue Award Shares in the name of the person
properly exercising the Award. If the Awardee is that person and so requests, the Award Shares shall be issued in the name of the Awardee and the Awardee’s spouse. The Company shall endeavor to issue Award Shares promptly after an Award is
exercised or after the Grant Date of a Stock Award, as applicable. Until Award Shares are actually issued, as evidenced by the appropriate entry on the stock register of the Company or its transfer agent, the Awardee will not have the rights of a
stockholder with respect to those Award Shares, even though the Awardee has completed all the steps necessary to exercise the Award. No adjustment shall be made for any dividend, distribution, or other right for which the record date precedes the
date the Award Shares are issued, except as provided in Section 10 or an Award Agreement. 
 9.4 Termination. 
 (a) In General. Except as provided in an Award Agreement or in writing by the Administrator, including in an Award Agreement, and as
otherwise provided in Sections 9.4(b) and (c) after an Awardee’s Termination for other than Cause, the Awardee’s Awards shall be exercisable to the extent (but only to the extent) they are vested on the date of that Termination
and only during the ninety (90) days after the Termination, but in no event after the Expiration Date. Unless otherwise provided in the Award Agreement, in the event of termination for Cause the Award may not be exercised after the date of
Termination. To the extent the Awardee does not exercise an Award within the time specified for exercise, the Award shall automatically terminate. 
 (b) Leaves of Absence. Unless otherwise provided in the Award Agreement, no Award may be exercised more than three months after the beginning of a leave of absence, other than a personal or medical leave approved by an
authorized representative of the Company with employment guaranteed upon return. Awards shall not continue to vest during a leave of absence, unless otherwise determined by the Administrator with respect to an approved personal or medical leave with
employment guaranteed upon return. 
 (c) Death or Disability. Unless otherwise provided by the Administrator or in the Award
Agreement, if an Awardee’s Termination is due to death or disability (as determined by the Administrator with respect to all Awards other than Incentive Stock Options and as defined by Section 22(e) of the Code with respect to Incentive
Stock Options), all Awards of that Awardee to the extent vested and exercisable at the date of that Termination may be exercised for one year after that Termination, but in no event after the Expiration Date. In the case of Termination due to death,
an Award may be exercised as provided in Section 17. In the case of Termination due to disability, if a guardian or conservator has been appointed to act for the Awardee and been granted this authority as part of that appointment, that guardian
or conservator may exercise the Award on behalf of the Awardee. Death or disability occurring after an Awardee’s Termination shall not cause the Termination to be treated as having occurred due to death 

  

 17 








 
or disability. To the extent an Award is not so exercised within the time specified for its exercise, the Award shall automatically terminate. 
 (d) Administrator Discretion. Notwithstanding the provisions of Section 9.4 (a)-(c), the Plan Administrator shall have complete
discretion, exercisable either at the time an Award is granted or at any time while the Award remains outstanding, to: 
 (i) Extend the
period of time for which the Award is to remain exercisable, following the Awardee’s Termination, from the limited exercise period otherwise in effect for that Award to such greater period of time as the Administrator shall deem appropriate,
but in no event beyond the Expiration Date; and/or 
 (ii) Permit the Award to be exercised, during the applicable post-Termination exercise
period, not only with respect to the number of vested Shares for which such Award may be exercisable at the time of the Awardee’s Termination but also with respect to one or more additional installments in which the Awardee would have vested
had the Awardee not been subject to Termination. 
 (e) Consulting or Employment Relationship. Nothing in this Plan or in any
Award Agreement, and no Award or the fact that an Award remains unvested or that Award Shares remain subject to repurchase rights or other forfeiture conditions, shall: (A) interfere with or limit the right of the Company or any Affiliate to
terminate the employment or consultancy of any Awardee at any time, whether with or without cause or reason, and with or without the payment of severance or any other compensation or payment, or (B) interfere with the application of any
provision in any of the Company’s or any Affiliate’s charter documents or Applicable Law relating to the election, appointment, term of office, or removal of a Director. 
 10. Certain Transactions and Events 
 10.1 In General. Except as provided in this
Section 10, no change in the capital structure of the Company, merger, sale or other disposition of assets or a subsidiary, change in control, issuance by the Company of shares of any class of securities or securities convertible into shares of
any class of securities, exchange or conversion of securities, or other transaction or event shall require or be the occasion for any adjustments of the type described in this Section 10. Additional provisions with respect to the foregoing
transactions are set forth in Section 14.3. 
 10.2 Changes in Capital Structure. In the event of any stock split, reverse stock
split, recapitalization, combination or reclassification of stock, stock dividend, spin-off, extraordinary cash dividend or similar change to the capital structure of the Company (not including a Fundamental Transaction or Change in Control), the
Board shall make appropriate equitable adjustments in order to preserve the value of outstanding 

  

 18 








 
and future Awards under the Plan, including adjustments to: (a) the number and type of Awards that may be granted under this Plan, (b) the number
and type of Options that may be granted to any individual under this Plan, (c) the terms of any SAR, (d) the Purchase Price and number and class of securities issuable under each outstanding Stock Award, (e) the Option Price and
number and class of securities issuable under each outstanding Option, and (f) the repurchase price of any securities substituted for Award Shares that are subject to repurchase rights. Subject to the foregoing requirement, the specific form of
any such adjustments shall be determined by the Board. Unless the Board specifies otherwise, any securities issuable as a result of any such adjustment shall be rounded down to the next lower whole security. The Board need not adopt the same rules
for each Award or each Awardee. 
  
 10.3 Fundamental
Transactions. Except for grants to Non-Employee Directors pursuant to Sections 11 herein, in the event of (a) a merger or consolidation in which the Company is not the surviving corporation (other than a merger or consolidation with a
wholly-owned subsidiary, a reincorporation of the Company in a different jurisdiction, or other transaction in which there is no substantial change in the stockholders of the Company or their relative stock holdings and the Awards granted under this
Plan are assumed, converted or replaced by the successor corporation, which assumption shall be binding on all Participants), (b) a merger in which the Company is the surviving corporation but after which the stockholders of the Company
immediately prior to such merger (other than any stockholder that merges, or which owns or controls another corporation that merges, with the Company in such merger) cease to own their shares or other equity interest in the Company, (c) the
sale of all or substantially all of the assets of the Company, or (d) the acquisition, sale, or transfer of more than 50% of the outstanding shares of the Company by tender offer or similar transaction (each, a “Fundamental
Transaction”), any or all outstanding Awards may be assumed, converted or replaced by the successor corporation (if any), which assumption, conversion or replacement shall be binding on all participants under this Plan. In the
alternative, the successor corporation may substitute equivalent Awards or provide substantially similar consideration to participants as was provided to stockholders (after taking into account the existing provisions of the Awards). The successor
corporation may also issue, in place of outstanding Shares held by the participants, substantially similar shares or other property subject to repurchase restrictions no less favorable to the participant. In the event such successor corporation (if
any) does not assume or substitute Awards, as provided above, pursuant to a transaction described in this Subsection 10.3, the vesting with respect to such Awards shall fully and immediately accelerate or the repurchase rights of the Company shall
fully and immediately terminate, as the case may be, so that the Awards may be exercised or the repurchase rights shall terminate before, or otherwise in connection with the closing or completion of the Fundamental Transaction or event, but then
terminate. Notwithstanding anything in this Plan to the contrary, the Committee may, in its sole discretion, provide that the vesting of any or all Award Shares subject to vesting or right of repurchase shall accelerate or lapse, as the case may be,
upon a 

  

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transaction described in this Section 10.3. If the Committee exercises such discretion with respect to Options, such Options shall become exercisable in
full prior to the consummation of such event at such time and on such conditions as the Committee determines, and if such Options are not exercised prior to the consummation of the Fundamental Transaction, they shall terminate at such time as
determined by the Committee. Subject to any greater rights granted to participants under the foregoing provisions of this Section 10.3, in the event of the occurrence of any Fundamental Transaction, any outstanding Awards shall be treated as
provided in the applicable agreement or plan of merger, consolidation, dissolution, liquidation, or sale of assets. 
 10.4 Changes in
Control. The Board may also, but need not, specify that other transactions or events constitute a “Change in Control”. The Board may do that either before or after the transaction or event occurs. Examples of transactions
or events that the Board may treat as Changes in Control are: (a) any person or entity, including a “group” as contemplated by Section 13(d)(3) of the Exchange Act, acquires securities holding 30% or more of the total combined
voting power or value of the Company, or (b) as a result of or in connection with a contested election of Company Directors, the persons who were Company Directors immediately before the election cease to constitute a majority of the Board. In
connection with a Change in Control, notwithstanding any other provision of this Plan, the Board may, but need not, take any one or more of the actions described in Section 10.3. In addition, the Board may extend the date for the exercise of
Awards (but not beyond their original Expiration Date). The Board need not adopt the same rules for each Award or each Awardee. Notwithstanding anything in this Plan to the contrary, in the event of an Involuntary Termination of services for any
reason other than death, disability or Cause, within 18 months following the consummation of a Fundamental Transaction or Change in Control, any Awards, assumed or substituted in a Fundamental Transaction or Change in Control, which are subject to
vesting conditions and/or the right of repurchase in favor of the Company or a successor entity, shall accelerate for 12 months of vesting so that such Award Shares are immediately exercisable upon Termination or, if subject to the right of
repurchase in favor of the Company, such repurchase rights shall lapse as of the date of Termination. Such Awards shall be exercisable for a period of three (3) months following Termination. 
 10.5 Dissolution. If the Company adopts a plan of dissolution, the Board may cause Awards to be fully vested and exercisable (but not after their
Expiration Date) before the dissolution is completed but contingent on its completion and may cause the Company’s repurchase rights on Award Shares to lapse upon completion of the dissolution. The Board need not adopt the same rules for each
Award or each Awardee. Notwithstanding anything herein to the contrary, in the event of a dissolution of the Company, to the extent not exercised before the earlier of the completion of the dissolution or their Expiration Date, Awards shall
terminate immediately prior to the dissolution. 
  

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 10.6 Cut-Back to Preserve Benefits. If the Administrator determines that the net after-tax amount
to be realized by any Awardee, taking into account any accelerated vesting, termination of repurchase rights, or cash payments to that Awardee in connection with any transaction or event set forth in this Section 10 would be greater if one or
more of those steps were not taken or payments were not made with respect to that Awardee’s Awards or Award Shares, then, at the election of the Awardee, to such extent, one or more of those steps shall not be taken and payments shall not be
made. 
 11. Automatic Option Grants to Non-Employee Directors and Non-Employee Director Fee Option Grants 
 11.1 Automatic Option Grants to Non-Employee Directors. 
 (a) Grant Dates. Option grants to “Non-Employee Directors” (within the meaning of Rule 16b-3 of the Exchange Act) shall be made on the dates specified below: 
 (i) Each Non-Employee Director who is first elected or appointed to the Board at any time after the effective date of this Plan shall automatically be
granted, on the date of such initial election or appointment, a Nonstatutory Option to purchase 30,000 Shares (the “Initial Grant”). 
 (ii) Commencing in 2008, on the date of each annual stockholders meeting, each individual who is to continue to serve as a Non-Employee Director (including directors who served on the Board prior to the Company’s
initial public offering) shall automatically be granted a Nonstatutory Option to purchase 10,000 Shares (the “Annual Grant”), provided, however, that such individual has served as a Non-Employee Director for at least six
(6) months. 
 (b) Exercise Price. 
 (i) The Option Price shall be equal to one hundred percent (100%) of the Fair Market Value of the Shares on the Option grant date. 
 (ii) The Option Price shall be payable in one or more of the alternative forms authorized pursuant to Section 6.4. Except to the extent the sale and remittance procedure specified thereunder is utilized, payment
of the Option Price must be made on the date of exercise. 
 (c) Option Term. Each Option shall have a term of ten (10) years
measured from the Option grant date. 
 (d) Exercise and Vesting of Options. Except as otherwise determined by the whole Board, the
Shares underlying each Option granted pursuant to Section 11.1 shall vest and be exercisable as set forth below. 
  

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 (i) Initial Grant. The Shares underlying each Option issued pursuant to the Initial Grant
shall vest and be exercisable as to 2.0833% of the Shares at the end of each full succeeding month from the date of grant, rounded down to the nearest whole Share, for so long as the Non-Employee Director continuously remains a Director of, or a
Consultant to, the Company. 
 (ii) Annual Grant. The Shares underlying each Option issued pursuant to the Annual Grant shall
vest and be exercisable as to 8.3333% of the Shares at the end of each full succeeding month from the date of grant, rounded down to the nearest whole Share, for so long as the Non-Employee Director continuously remains a Director of, or a
Consultant to, the Company. 
 (e) Termination of Service. The following provisions shall govern the exercise of any Options held by
the Awardee at the time the Awardee ceases to serve as a Non-Employee Director, Employee or Consultant: 
 (i) In General.
Except as otherwise provided in Section 11.2, after cessation of service (the “Cessation Date”), the Awardee’s Options shall be exercisable to the extent (but only to the extent) they are vested on the Cessation
Date and only during the three months after such Cessation Date, but in no event after the Expiration Date. To the extent the Awardee does not exercise an Option within the time specified for exercise, the Option shall automatically terminate.

 (ii) Death or Disability. If an Awardee’s cessation of service is due to death or disability (as determined by the
Board), all Options of that Awardee, to the extent exercisable upon such Cessation Date, may be exercised for one year after the Cessation Date, but in no event after the Expiration Date. In the case of a cessation of service due to death, an Option
may be exercised as provided in Section 17. In the case of a cessation of service due to disability, if a guardian or conservator has been appointed to act for the Awardee and been granted this authority as part of that appointment, that
guardian or conservator may exercise the Option on behalf of the Awardee. Death or disability occurring after an Awardee’s cessation of service shall not cause the cessation of service to be treated as having occurred due to death or
disability. To the extent an Option is not so exercised within the time specified for its exercise, the Option shall automatically terminate. 
 (f) Board Discretion. The Awards under this Section 11.1 are not intended as the exclusive Awards that may be made to Non-Employee Directors under this Plan. The Board may, in its discretion, amend the Plan with respect to the
terms of the Awards herein, may add or substitute other types of Awards or may temporarily or permanently suspend Awards hereunder, all without approval of the Company’s stockholders. 
  

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 11.2 Certain Transactions and Events. 
  
 (a) In the event of a Fundamental Transaction while the Awardee remains a
Non-Employee Director, the Shares at the time subject to each outstanding Option held by such Awardee pursuant to Section 11, but not otherwise vested, shall automatically vest in full so that each such Option shall, immediately prior to the
effective date of the Fundamental Transaction, become exercisable for all the Shares as fully vested Shares and may be exercised for any or all of those vested Shares. Immediately following the consummation of the Fundamental Transaction, each
Option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or Affiliate thereof). 
  
 (b) In the event of a Change in Control while the Awardee remains a Non-Employee Director, the Shares at the time subject to each outstanding Option held
by such Awardee pursuant to Section 11, but not otherwise vested, shall automatically vest in full so that each such Option shall, immediately prior to the effective date of the Change in Control, become exercisable for all the Shares as fully
vested Shares and may be exercised for any or all of those vested Shares. Each such Option shall remain exercisable for such fully vested Shares until the expiration or sooner termination of the Option term in connection with a Change in Control.

  
 (c) Each Option which is assumed in connection with a
Fundamental Transaction shall be appropriately adjusted, immediately after such Fundamental Transaction, to apply to the number and class of securities which would have been issuable to the Awardee in consummation of such Fundamental Transaction had
the Option been exercised immediately prior to such Fundamental Transaction. Appropriate adjustments shall also be made to the Option Price payable per share under each outstanding Option, provided the aggregate Option Price payable for such
securities shall remain the same. To the extent the actual holders of the Company’s outstanding Common Stock receive cash consideration for their Common Stock in consummation of the Fundamental Transaction, the successor corporation may, in
connection with the assumption of the outstanding Options granted pursuant to Section 11, substitute one or more shares of its own common stock with a fair market value equivalent to the cash consideration paid per share of Common Stock in such
Fundamental Transaction. 
  
 (d) The grant of Options pursuant to
Section 11 shall in no way affect the right of the Company to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business
or assets. 
  
 (e) The remaining terms of each Option granted
pursuant to Section 11 shall, as applicable, be the same as terms in effect for Awards granted under this Plan. Notwithstanding the foregoing, the provisions of Section 9.4 and Section 10 shall not apply to Options granted pursuant to
Section 11. 
  
  

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 11.3 Limited Transferability of Options. Each Option granted pursuant to Section 11 may be
assigned in whole or in part during the Awardee’s lifetime to one or more members of the Awardee’s family or to a trust established exclusively for one or more such family members or to an entity in which the Awardee is majority owner or
to the Awardee ‘s former spouse, to the extent such assignment is in connection with the Awardee ‘s estate or financial plan or pursuant to a Domestic Relations Order or in any manner allowed under the Form S-8 rules if so permitted by the
Administrator. The assigned portion may only be exercised by the person or persons who acquire a proprietary interest in the Option pursuant to the assignment. The terms applicable to the assigned portion shall be the same as those in effect for the
Option immediately prior to such assignment and shall be set forth in such documents issued to the assignee as the Administrator may deem appropriate. The Awardee may also designate one or more persons as the beneficiary or beneficiaries of his or
her outstanding Options under Section 11, and those Options shall, in accordance with such designation, automatically be transferred to such beneficiary or beneficiaries upon the Awardee’s death while holding those Options. Such
beneficiary or beneficiaries shall take the transferred Options subject to all the terms and conditions of the applicable Award Agreement evidencing each such transferred Option, including (without limitation) the limited time period during which
the Option may be exercised following the Awardee’s death. 
 12. Withholding and Tax Reporting 
 12.1 Tax Withholding Alternatives. 
 (a) General. Whenever Award Shares are issued or become free of restrictions, the Company may require the Awardee to remit to the Company an amount sufficient to satisfy any applicable tax withholding requirement, whether the
related tax is imposed on the Awardee or the Company. The Company shall have no obligation to deliver Award Shares or release Award Shares from an escrow or permit a transfer of Award Shares until the Awardee has satisfied those tax withholding
obligations. Whenever payment in satisfaction of Awards is made in cash, the payment will be reduced by an amount sufficient to satisfy all tax withholding requirements. 
 (b) Method of Payment. The Awardee shall pay any required withholding using the forms of consideration described in Section 6.4(b), except that, in the discretion of the Administrator, the Company
may also permit the Awardee to use any of the forms of payment described in Section 6.4(c). The Administrator, in its sole discretion, may also permit Award Shares to be withheld to pay required withholding. If the Administrator permits Award
Shares to be withheld, the Fair Market Value of the Award Shares withheld, as determined as of the date of withholding, shall not exceed the amount determined by the applicable minimum statutory withholding rates to the extent the Administrator
determines such limit is necessary or advisable in light of generally accepted accounting principles. 
  

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 12.2 Reporting of Dispositions. Any holder of Option Shares acquired under an Incentive Stock
Option shall promptly notify the Administrator, following such procedures as the Administrator may require, of the sale or other disposition of any of those Option Shares if the disposition occurs during: (a) the longer of two years after the
Grant Date of the Incentive Stock Option and one year after the date the Incentive Stock Option was exercised, or (b) such other period as the Administrator has established. 
 13. Compliance with Law 
 The grant of Awards and the issuance and subsequent transfer of Award
Shares shall be subject to compliance with all Applicable Law, including all applicable securities laws. Awards may not be exercised, and Award Shares may not be transferred, in violation of Applicable Law. Thus, for example, Awards may not be
exercised unless: (a) a registration statement under the Securities Act is then in effect with respect to the related Award Shares, or (b) in the opinion of legal counsel to the Company, those Award Shares may be issued in accordance with
an applicable exemption from the registration requirements of the Securities Act and any other applicable securities laws. The failure or inability of the Company to obtain from any regulatory body the authority considered by the Company’s
legal counsel to be necessary or useful for the lawful issuance of any Award Shares or their subsequent transfer shall relieve the Company of any liability for failing to issue those Award Shares or permitting their transfer. As a condition to the
exercise of any Award or the transfer of any Award Shares, the Company may require the Awardee to satisfy any requirements or qualifications that may be necessary or appropriate to comply with or evidence compliance with any Applicable Law.

 14. Amendment or Termination of this Plan or Outstanding Awards 
 14.1 Amendment and Termination. The Board may at any time amend, suspend, or terminate this Plan. 
 14.2 Stockholder Approval. The Company shall obtain the approval of the Company’s stockholders for any amendment to this Plan if stockholder approval is necessary or desirable to comply with any Applicable Law or with the
requirements applicable to the grant of Awards intended to be Incentive Stock Options. The Board may also, but need not, require that the Company’s stockholders approve any other amendments to this Plan. 
 14.3 Effect. No amendment, suspension, or termination of this Plan, and no modification of any Award even in the absence of an amendment,
suspension, or termination of this Plan, shall impair any existing contractual rights of any Awardee unless the affected Awardee consents to the amendment, suspension, termination, or modification. Notwithstanding anything herein to the contrary, no
such consent shall be required if the Board determines, in its sole and absolute discretion, that the amendment, suspension, termination, or modification: (a) is required or advisable in order for the 

  

 25 








 
Company, this Plan or the Award to satisfy Applicable Law, to meet the requirements of any accounting standard or to avoid any adverse accounting treatment,
or (b) in connection with any transaction or event described in Section 10, is in the best interests of the Company or its stockholders. The Board may, but need not, take the tax or accounting consequences to affected Awardees into
consideration in acting under the preceding sentence. Those decisions shall be final, binding and conclusive. Termination of this Plan shall not affect the Administrator’s ability to exercise the powers granted to it under this Plan with
respect to Awards granted before the termination of Award Shares issued under such Awards even if those Award Shares are issued after the termination. 
 15.
Reserved Rights 
 15.1 Nonexclusivity of this Plan. This Plan shall not limit the power of the Company or any Affiliate to
adopt other incentive arrangements including, for example, the grant or issuance of stock options, stock, or other equity-based rights under other plans. 
 15.2 Unfunded Plan. This Plan shall be unfunded. Although bookkeeping accounts may be established with respect to Awardees, any such accounts will be used merely as a convenience. The Company shall not be
required to segregate any assets on account of this Plan, the grant of Awards, or the issuance of Award Shares. The Company and the Administrator shall not be deemed to be a trustee of stock or cash to be awarded under this Plan. Any obligations of
the Company to any Awardee shall be based solely upon contracts entered into under this Plan, such as Award Agreements. No such obligations shall be deemed to be secured by any pledge or other encumbrance on any assets of the Company. Neither the
Company nor the Administrator shall be required to give any security or bond for the performance of any such obligations. 
 16. Special Arrangements
Regarding Award Shares 
 16.1 Escrow of Stock Certificates. To enforce any restrictions on Award Shares, the Administrator may
require their holder to deposit the certificates representing Award Shares, with stock powers or other transfer instruments approved by the Administrator endorsed in blank, with the Company or an agent of the Company to hold in escrow until the
restrictions have lapsed or terminated. The Administrator may also cause a legend or legends referencing the restrictions to be placed on the certificates. 
 16.2 Repurchase Rights. 
 (a) General. If a Stock Award is subject to vesting or other
forfeiture conditions, the Company shall have the right, during the seven months after the Awardee’s Termination, to repurchase any or all of the Award Shares that were unvested or otherwise subject to forfeiture as of the date of that
Termination. The repurchase price shall be such price as is determined by the Administrator in accordance with this Section 

  

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16.2 which shall be either (i) the Purchase Price for the Award Shares (minus the amount of any cash dividends paid or payable with respect to the Award
Shares for which the record date precedes the repurchase) or (ii) the lower of (A) the Purchase Price for the Shares or (B) the Fair Market Value of those Award Shares as of the date of the Termination. The repurchase price shall be
paid in cash. The Company may assign this right of repurchase. 
 (b) Procedure. The Company or its assignee may choose to give
the Awardee a written notice of exercise of its repurchase rights under this Section 16.2. However, the Company’s failure to give such a notice shall not affect its rights to repurchase Award Shares. The Company must, however, tender the
repurchase price during the period specified in this Section 16.2 for exercising its repurchase rights in order to exercise such rights. 
 17.
Beneficiaries 
 An Awardee may file a written designation of one or more beneficiaries who are to receive the Awardee’s rights
under the Awardee’s Awards after the Awardee’s death. An Awardee may change such a designation at any time by written notice. If an Awardee designates a beneficiary, the beneficiary may exercise the Awardee’s Awards after the
Awardee’s death. If an Awardee dies when the Awardee has no living beneficiary designated under this Plan, the Company shall allow the executor or administrator of the Awardee’s estate to exercise the Award or, if there is none, the person
entitled to exercise the Option under the Awardee’s will or the laws of descent and distribution; provided the Company may require of any such person, evidence of authority to act in such capacity as it deems appropriate. In any case, no Award
may be exercised after its Expiration Date. 
 18. Miscellaneous 
 18.1 Governing Law. This Plan, the Award Agreements and all other agreements entered into under this Plan, and all actions taken under this Plan or in connection with Awards or Award Shares, shall be governed
by the laws of the State of Delaware. 
 18.2 Determination of Value. Fair Market Value shall be determined as follows: 
 (a) Listed Stock. If the Shares are traded on any established stock exchange or quoted on a national market system, Fair Market Value shall
be the closing sales price for the Shares as quoted on that stock exchange or system for the date the value is to be determined (the “Value Date”) as reported in The Wall Street Journal or a similar publication. If no
sales are reported as having occurred on the Value Date, Fair Market Value shall be that closing sales price for the last preceding trading day on which sales of Shares are reported as having occurred. If no sales are reported as having 

  

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occurred during the five trading days before the Value Date, Fair Market Value shall be the closing bid for Shares on the Value Date. If Shares are listed on
multiple exchanges or systems, Fair Market Value shall be based on sales or bid prices on the primary exchange or system on which Shares are traded or quoted. 
 (b) Stock Quoted by Securities Dealer. If Shares are regularly quoted by a recognized securities dealer but selling prices are not reported on any established stock exchange or quoted on a national
market system, Fair Market Value shall be the mean between the high bid and low asked prices on the Value Date. If no prices are quoted for the Value Date, Fair Market Value shall be the mean between the high bid and low asked prices on the last
preceding trading day on which any bid and asked prices were quoted. 
 (c) No Established Market. If Shares are not traded on
any established stock exchange or quoted on a national market system and are not quoted by a recognized securities dealer, the Administrator (following guidelines established by the Board or Committee) will determine Fair Market Value in good faith.
The Administrator will consider the following factors, and any others it considers significant, in determining Fair Market Value: (i) the price at which other securities of the Company have been issued to purchasers other than Employees,
Directors, or Consultants, (ii) the Company’s stockholder’s equity, prospective earning power, dividend-paying capacity, and non-operating assets, if any, and (iii) any other relevant factors, including the economic outlook for
the Company and the Company’s industry, the Company’s position in that industry, the Company’s goodwill and other intellectual property, and the values of securities of other businesses in the same industry. 
 18.3 Reservation of Shares. During the term of this Plan, the Company shall at all times reserve and keep available such number of Shares as are
still issuable under this Plan. 
 18.4 Electronic Communications. Any Award Agreement, notice of exercise of an Award, or other
document required or permitted by this Plan may be delivered in writing or, to the extent determined by the Administrator, electronically. Signatures may also be electronic if permitted by the Administrator. 
 18.5 Notices. Unless the Administrator specifies otherwise, any notice to the Company under any Award Agreement or with respect to any Awards or
Award Shares shall be in writing (or, if so authorized by Section 18.4, communicated electronically), shall be addressed to the Secretary of the Company, and shall only be effective when received by the Secretary of the Company. 
  

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