Brightcove Inc. 2012 RSU Inducement Plan



 Exhibit 4.4 
 BRIGHTCOVE INC. 
 2012 RSU INDUCEMENT PLAN 

 

	SECTION 1.	GENERAL PURPOSE OF THE PLAN; DEFINITIONS 

 The name of the plan is the Brightcove Inc. 2012 RSU Inducement Plan (the “Plan”). The purpose of the Plan is to encourage and enable certain new employees of Brightcove Inc. (the
“Company”) and its Subsidiaries to acquire a proprietary interest in the Company. The Company intends that the Plan be reserved for persons to whom the Company may issue securities without stockholder approval as an inducement pursuant to
Listing Rule 5635(c)(4) of the corporate governance rules of the NASDAQ Stock Market. 
 The following terms shall be defined as
set forth below: 
 “Act” means the Securities Act of 1933, as amended, and the rules and regulations
thereunder. 
 “Administrator” means either the compensation committee or the Board. 

“Award” or “Awards,” shall mean awards of Restricted Stock Units. 

“Award Certificate” means a written or electronic document setting forth the terms and provisions applicable to an Award
granted under the Plan. Each Award Certificate is subject to the terms and conditions of the Plan. 
 “Board”
means the Board of Directors of the Company. 
 “Code” means the Internal Revenue Code of 1986, as amended, and
any successor Code, and related rules, regulations and interpretations. 
 “Effective Date” means the date on
which the Plan is approved by Board as set forth in Section 13. 
 “Exchange Act” means the Securities
Exchange Act of 1934, as amended, and the rules and regulations thereunder. 
 “Fair Market Value” of the Stock
on any given date means the fair market value of the Stock determined in good faith by the Administrator; provided, however, that if the Stock is admitted to quotation on the National Association of Securities Dealers Automated Quotation System
(“NASDAQ”), NASDAQ Global Market or another national securities exchange, the determination shall be made by reference to market quotations. If there are no market quotations for such date, the determination shall be made by reference to
the last date preceding such date for which there are market quotations. 
 “Non-Employee Director” means a
member of the Board who is not also an employee of the Company or any Subsidiary. 







 “Restricted Stock Units” means an Award of phantom stock units to a
grantee. 
 “Sale Event” shall mean (i) the sale of all or substantially all of the assets of the Company
on a consolidated basis to an unrelated person or entity, (ii) a merger, reorganization or consolidation pursuant to which the holders of the Company’s outstanding voting power immediately prior to such transaction do not own a majority of
the outstanding voting power of the resulting or successor entity (or its ultimate parent, if applicable) immediately upon completion of such transaction, (iii) the sale of all of the Stock of the Company to an unrelated person or entity, or
(iv) any other transaction in which the owners of the Company’s outstanding voting power immediately prior to such transaction do not own at least a majority of the outstanding voting power of the Company or any successor entity
immediately upon completion of the transaction other than as a result of the acquisition of securities directly from the Company. 
 “Sale Price” means the value as determined by the Administrator of the consideration payable, or otherwise to be received by stockholders, per share of Stock pursuant to a Sale Event.

 “Section 409A” means Section 409A of the Code and the regulations and other guidance promulgated
thereunder. 
 “Stock” means the Common Stock, par value $0.001 per share, of the Company, subject to
adjustments pursuant to Section 3. 
 “Subsidiary” means any corporation or other entity (other than the
Company) in which the Company has at least a 50 percent interest, either directly or indirectly. 
  

	SECTION 2.	ADMINISTRATION OF PLAN; ADMINISTRATOR AUTHORITY TO SELECT GRANTEES AND DETERMINE AWARDS 


(a) Administration of Plan. The Plan shall be administered by the Administrator. 

(b) Powers of Administrator. The Administrator shall have the power and authority to grant Awards consistent with the terms of the
Plan, including the power and authority: 
 (i) to select the individuals to whom Awards may from time to time be granted;

 (ii) to determine the time or times of grant of Restricted Stock Units, granted to any one or more grantees; 

(iii) to determine the number of shares of Stock to be covered by any Award; 

(iv) to determine and modify from time to time the terms and conditions, including restrictions, not inconsistent with the terms of the
Plan, of any Award, which terms and conditions may differ among individual Awards and grantees, and to approve the forms of Award Certificates; 

  
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 (v) to accelerate at any time the exercisability or vesting of all or any portion of any
Award; 
 (vi) at any time to adopt, alter and repeal such rules, guidelines and practices for administration of the Plan and
for its own acts and proceedings as it shall deem advisable; to interpret the terms and provisions of the Plan and any Award (including related written instruments); to make all determinations it deems advisable for the administration of the Plan;
to decide all disputes arising in connection with the Plan; and to otherwise supervise the administration of the Plan. 
 All
decisions and interpretations of the Administrator shall be binding on all persons, including the Company and Plan grantees. 

(c) Award Certificate. Awards under the Plan shall be evidenced by Award Certificates that set forth the terms, conditions and
limitations for each Award which may include, without limitation, the term of an Award and the provisions applicable in the event employment or service terminates. 
 (d) Indemnification. Neither the Board nor the Administrator, nor any member of either or any delegate thereof, shall be liable for any act, omission, interpretation, construction or determination
made in good faith in connection with the Plan, and the members of the Board and the Administrator (and any delegate thereof) shall be entitled in all cases to indemnification and reimbursement by the Company in respect of any claim, loss, damage or
expense (including, without limitation, reasonable attorneys’ fees) arising or resulting therefrom to the fullest extent permitted by law and/or under the Company’s articles or bylaws or any directors’ and officers’ liability
insurance coverage which may be in effect from time to time and/or any indemnification agreement between such individual and the Company. 
 (e) Foreign Award Recipients. Notwithstanding any provision of the Plan to the contrary, in order to comply with the laws in other countries in which the Company and its Subsidiaries operate or
have employees or other individuals eligible for Awards, the Administrator, in its sole discretion, shall have the power and authority to: (i) determine which Subsidiaries shall be covered by the Plan; (ii) determine which individuals
outside the United States are eligible to participate in the Plan; (iii) modify the terms and conditions of any Award granted to individuals outside the United States to comply with applicable foreign laws; (iv) establish subplans and
modify other terms and procedures, to the extent the Administrator determines such actions to be necessary or advisable (and such subplans and/or modifications shall be attached to this Plan as appendices); provided, however, that no such subplans
and/or modifications shall increase the share limitations contained in Section 3(a) hereof; and (v) take any action, before or after an Award is made, that the Administrator determines to be necessary or advisable to obtain approval or
comply with any local governmental regulatory exemptions or approvals. Notwithstanding the foregoing, the Administrator may not take any actions hereunder, and no Awards shall be granted, that would violate the Exchange Act or any other applicable
United States securities law, the Code, or any other applicable United States governing statute or law. 

  
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	SECTION 3.	STOCK ISSUABLE UNDER THE PLAN; MERGERS; SUBSTITUTION 

 (a) Stock Issuable. The maximum number of shares of Stock reserved and available for issuance under the Plan shall be seventy-seven thousand one hundred (77,100) shares, subject to adjustment
as provided in Section 3(b). The shares of Stock underlying any Awards that are forfeited, canceled, held back upon settlement of an Award to cover the tax withholding, reacquired by the Company prior to vesting, satisfied without the issuance
of Stock or otherwise terminated (other than by settlement) shall be added back to the shares of Stock available for issuance under the Plan. The shares available for issuance under the Plan may be authorized but unissued shares of Stock or shares
of Stock reacquired by the Company. 
 (b) Changes in Stock. Subject to Section 3(c) hereof, if, as a result of any
reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar change in the Company’s capital stock, the outstanding shares of Stock are increased or decreased or are exchanged for a
different number or kind of shares or other securities of the Company, or additional shares or new or different shares or other securities of the Company or other non-cash assets are distributed with respect to such shares of Stock or other
securities, or, if, as a result of any merger or consolidation, sale of all or substantially all of the assets of the Company, the outstanding shares of Stock are converted into or exchanged for securities of the Company or any successor entity (or
a parent or subsidiary thereof), the Administrator shall make an appropriate and proportionate adjustment in (i) the maximum number of shares reserved for issuance under the Plan and (ii) the number and kind of shares or other securities
subject to any then outstanding Awards under the Plan. The Administrator shall also make equitable and proportionate adjustments in the number of shares subject to outstanding Awards and the terms of outstanding Awards to take into consideration
cash dividends paid other than in the ordinary course or any other extraordinary corporate event. The adjustment by the Administrator shall be final, binding and conclusive. No fractional shares of Stock shall be issued under the Plan resulting from
any such adjustment, but the Administrator in its discretion may make a cash payment in lieu of fractional shares. 
 (c)
Mergers and Other Transactions. Except as the Administrator may otherwise specify with respect to particular Awards in the relevant Award Certificate, in the case of and subject to the consummation of a Sale Event, the parties thereto shall
cause the assumption or continuation of Awards theretofore granted by the successor entity, or the substitution of such Awards with new Awards of the successor entity or parent thereof, with appropriate adjustment as to the number and kind of
shares. To the extent the parties to such Sale Event do not provide for the assumption, continuation or substitution of Awards, all Awards with time-based vesting, conditions or restrictions shall become fully vested and nonforfeitable as of the
effective time of the Sale Event and all Awards with conditions and restrictions relating to the attainment of performance goals may become vested and nonforfeitable in connection with a Sale Event in the Administrator’s discretion, and upon
the effective time of the Sale Event, the Plan and all outstanding Awards granted hereunder shall terminate. 
  

	SECTION 4.	ELIGIBILITY 

 Grantees
under the Plan will be such full or part-time employees (including prospective employees) of the Company and its Subsidiaries as are selected from time to time by the Administrator in its sole discretion, provided such individuals qualify for the
exception under Listing Rule 5635(c)(4) of the corporate governance rules of the NASDAQ Stock Market. 

  
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	SECTION 5.	RESTRICTED STOCK UNITS 


(a) Nature of Restricted Stock Units. The Administrator shall determine the restrictions and conditions applicable to each
Restricted Stock Unit at the time of grant. Conditions may be based on continuing employment (or other service relationship) and/or achievement of pre-established performance goals and objectives. The terms and conditions of each such Award
Certificate shall be determined by the Administrator, and such terms and conditions may differ among individual Awards and grantees. At the end of the deferral period, the Restricted Stock Units, to the extent vested, shall be settled in the form of
shares of Stock. To the extent that an award of Restricted Stock Units is subject to Section 409A, it may contain such additional terms and conditions as the Administrator shall determine in its sole discretion in order for such Award to comply
with the requirements of Section 409A. 
 (b) Rights as a Stockholder. A grantee shall have the rights as a
stockholder only as to shares of Stock acquired by the grantee upon settlement of his Restricted Stock Units. 
 (c)
Termination. Except as may otherwise be provided by the Administrator either in the Award Certificate or, subject to Section 10 below, in writing after the Award is issued, a grantee’s right in all Restricted Stock Units that have
not vested shall automatically terminate upon the grantee’s termination of employment (or cessation of service relationship) with the Company and its Subsidiaries for any reason. 

 

	SECTION 6.	TRANSFERABILITY OF AWARDS 


(a) Transferability. Except as provided in Section 6(b) below, during a grantee’s lifetime, his or her Awards shall be
held only by the grantee, or by the grantee’s legal representative or guardian in the event of the grantee’s incapacity. No Awards shall be sold, assigned, transferred or otherwise encumbered or disposed of by a grantee other than by will
or by the laws of descent and distribution or pursuant to a domestic relations order. No Awards shall be subject, in whole or in part, to attachment, execution, or levy of any kind, and any purported transfer in violation hereof shall be null and
void. 
 (b) Designation of Beneficiary. Each grantee to whom an Award has been made under the Plan may designate a
beneficiary or beneficiaries to receive any payment under any Award payable on or after the grantee’s death. Any such designation shall be on a form provided for that purpose by the Administrator and shall not be effective until received by the
Administrator. If no beneficiary has been designated by a deceased grantee, or if the designated beneficiaries have predeceased the grantee, the beneficiary shall be the grantee’s estate. 

 

	SECTION 7.	TAX WITHHOLDING 

 (a)
Payment by Grantee. Each grantee shall, no later than the date as of which the value of an Award or of any Stock or other amounts received thereunder first becomes includable in the gross income of the grantee for Federal income tax purposes,
pay to the Company, or make arrangements satisfactory to the Administrator regarding payment of, any 

  
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Federal, state, or local taxes of any kind required by law to be withheld by the Company with respect to such income. The Company and its Subsidiaries shall, to the extent permitted by law, have
the right to deduct any such taxes from any payment of any kind otherwise due to the grantee. The Company’s obligation to deliver evidence of book entry (or stock certificates) to any grantee is subject to and conditioned on tax withholding
obligations being satisfied by the grantee. 
 (b) Payment in Stock. Subject to approval by the Administrator, a grantee
may elect to have the Company’s minimum required tax withholding obligation satisfied, in whole or in part, by authorizing the Company to withhold from shares of Stock to be issued pursuant to any Award a number of shares with an aggregate Fair
Market Value (as of the date the withholding is effected) that would satisfy the minimum withholding amount due. 
  

	SECTION 8.	SECTION 409A AWARDS 


To the extent that any Award is determined to constitute “nonqualified deferred compensation” within the meaning of
Section 409A (a “409A Award”), the Award shall be subject to such additional rules and requirements as specified by the Administrator from time to time in order to comply with Section 409A. In this regard, if any amount under a
409A Award is payable upon a “separation from service” (within the meaning of Section 409A) to a grantee who is then considered a “specified employee” (within the meaning of Section 409A), then no such payment shall be
made prior to the date that is the earlier of (i) six months and one day after the grantee’s separation from service, or (ii) the grantee’s death, but only to the extent such delay is necessary to prevent such payment from being
subject to interest, penalties and/or additional tax imposed pursuant to Section 409A. Further, the settlement of any such Award may not be accelerated except to the extent permitted by Section 409A. 

 

	SECTION 9.	TRANSFER, LEAVE OF ABSENCE, ETC. 

 For purposes of the Plan, the following events shall not be deemed a termination of employment: 
 (a) a transfer to the employment of the Company from a Subsidiary or from the Company to a Subsidiary, or from one Subsidiary to another; or 

(b) an approved leave of absence for military service or sickness, or for any other purpose approved by the Company, if the
employee’s right to re-employment is guaranteed either by a statute or by contract or under the policy pursuant to which the leave of absence was granted or if the Administrator otherwise so provides in writing. 

 

	SECTION 10.	AMENDMENTS AND TERMINATION 


The Board may, at any time, amend or discontinue the Plan and the Administrator may, at any time, amend or cancel any outstanding Award
for the purpose of satisfying changes in law or for any other lawful purpose, but no such action shall adversely affect rights under any outstanding Award without the holder’s consent. To the extent required under the rules of any securities
exchange or market system on which the Stock is listed, Plan amendments shall be subject to approval by the Company stockholders entitled to vote at a meeting of stockholders. Nothing in this Section 10 shall limit the Administrator’s
authority to take any action permitted pursuant to Section 3(b) or 3(c). 

  
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	SECTION 11.	STATUS OF PLAN 

 With
respect to the portion of any Award that has not been settled or other consideration not received by a grantee, a grantee shall have no rights greater than those of a general creditor of the Company unless the Administrator shall otherwise expressly
determine in connection with any Award or Awards. In its sole discretion, the Administrator may authorize the creation of trusts or other arrangements to meet the Company’s obligations to deliver Stock or make payments with respect to Awards
hereunder, provided that the existence of such trusts or other arrangements is consistent with the foregoing sentence. 
  

	SECTION 12.	GENERAL PROVISIONS 

 (a)
No Distribution. The Administrator may require each person acquiring Stock pursuant to an Award to represent to and agree with the Company in writing that such person is acquiring the shares without a view to distribution thereof. 

(b) Delivery of Stock Certificates. Stock certificates to grantees under this Plan shall be deemed delivered for all purposes when
the Company or a stock transfer agent of the Company shall have mailed such certificates in the United States mail, addressed to the grantee, at the grantee’s last known address on file with the Company. Uncertificated Stock shall be deemed
delivered for all purposes when the Company or a Stock transfer agent of the Company shall have given to the grantee by electronic mail (with proof of receipt) or by United States mail, addressed to the grantee, at the grantee’s last known
address on file with the Company, notice of issuance and recorded the issuance in its records (which may include electronic “book entry” records). Notwithstanding anything herein to the contrary, the Company shall not be required to issue
or deliver any certificates evidencing shares of Stock, unless and until the Administrator has determined, with advice of counsel (to the extent the Administrator deems such advice necessary or advisable), that the issuance and delivery of such
certificates is in compliance with all applicable laws, regulations of governmental authorities and, if applicable, the requirements of any exchange on which the shares of Stock are listed, quoted or traded. All Stock certificates delivered pursuant
to the Plan shall be subject to any stop-transfer orders and other restrictions as the Administrator deems necessary or advisable to comply with federal, state or foreign jurisdiction, securities or other laws, rules and quotation system on which
the Stock is listed, quoted or traded. The Administrator may place legends on any Stock certificate to reference restrictions applicable to the Stock. In addition to the terms and conditions provided herein, the Administrator may require that an
individual make such reasonable covenants, agreements, and representations as the Administrator, in its discretion, deems necessary or advisable in order to comply with any such laws, regulations, or requirements. The Administrator shall have the
right to require any individual to comply with any timing or other restrictions with respect to the settlement of any Award, including a window-period limitation, as may be imposed in the discretion of the Administrator. 

(c) Stockholder Rights. Until Stock is deemed delivered in accordance with Section 12(b), no right to vote or receive
dividends or any other rights of a stockholder will exist with respect to shares of Stock to be issued in connection with an Award, notwithstanding any other action by the grantee with respect to an Award. 

  
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 (d) Other Compensation Arrangements; No Employment Rights. Nothing contained in this
Plan shall prevent the Board from adopting other or additional compensation arrangements, including trusts, and such arrangements may be either generally applicable or applicable only in specific cases. The adoption of this Plan and the grant of
Awards do not confer upon any employee any right to continued employment with the Company or any Subsidiary. 
 (e) Trading
Policy Restrictions. Awards under the Plan shall be subject to the Company’s insider trading policies and procedures, as in effect from time to time. 
 (f) Forfeiture of Awards under Sarbanes-Oxley Act. If the Company is required to prepare an accounting restatement due to the material noncompliance of the Company, as a result of misconduct, with
any financial reporting requirement under the securities laws, then any grantee who is one of the individuals subject to automatic forfeiture under Section 304 of the Sarbanes-Oxley Act of 2002 shall reimburse the Company for the amount of any
Award received by such individual under the Plan during the 12-month period following the first public issuance or filing with the United States Securities and Exchange Commission, as the case may be, of the financial document embodying such
financial reporting requirement. 
  

	SECTION 13.	EFFECTIVE DATE OF PLAN 


This Plan shall become effective upon Board approval. 
  

	SECTION 14.	GOVERNING LAW 

 This Plan
and all Awards and actions taken thereunder shall be governed by, and construed in accordance with, the laws of the State of Delaware, applied without regard to conflict of law principles. 
 DATE APPROVED BY BOARD OF DIRECTORS: July 25, 2012 

  
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