Trulia, Inc. 2005 Stock Incentive Plan



 Exhibit 10.2 
 TRULIA, INC. 
 2005 STOCK INCENTIVE PLAN 

SECTION 1. PURPOSE 
 The
purpose of the Trulia, Inc. 2005 Stock Incentive Plan is to attract, retain and motivate employees, officers, directors, consultants, agents, advisors and independent contractors of Trulia, Inc. and its Related Companies by providing them the
opportunity to acquire a proprietary interest in the Company and to link their interests and efforts to the long-term interests of the Company’s stockholders. 
 SECTION 2. DEFINITIONS 
 As used in the Plan, 

“Acquired Entity” means any entity acquired by the Company or a Related Company or with which the Company or a Related Company
merges or combines. 
 “Acquisition Price” means the fair market value of the securities, cash or other property, or any
combination thereof, receivable upon consummation of a Company Transaction in respect of a share of Common Stock. 

“Award” means any award of Options, Stock Appreciation Rights, Stock Awards, Restricted Stock or Stock Units, as may be
designated by the Plan Administrator from time to time. 
 “Board” means the Board of Directors of the Company.

 “Cause,” unless otherwise defined in the instrument evidencing the Award or in a written employment, services or
other agreement between the Participant and the Company or a Related Company, means dishonesty, fraud, serious misconduct, unauthorized use or disclosure of confidential information or trade secrets, or conduct prohibited by criminal law (except
minor violations), in each case as determined by the Company’s chief human resources officer or other person performing that function or the Board (provided, however, that in the case of directors and executive officers such determination shall
be made only by the Board), each of whose determination shall be conclusive and binding. 
 “Code” means the Internal
Revenue Code of 1986, as amended from time to time. 
 “Common Stock” means the common stock, par value $0.0001 per
share, of the Company. 
 “Company” means Trulia, Inc., a Delaware corporation. 

“Company Transaction,” unless otherwise defined in the instrument evidencing the Award or in a written employment, services or
other agreement between the Participant and the Company or a Related Company, means consummation of 







 (a) a merger or consolidation of the Company with or into any other company or other entity, 

(b) a sale in one transaction or a series of transactions undertaken with a common purpose of more than 50% of the Company’s outstanding voting
securities, or 
 (c) a sale, lease, exchange or other transfer in one transaction or a series of related transactions undertaken with a common
purpose of all or substantially all of the Company’s assets; provided, however, that a Company Transaction shall not include a Related Party Transaction. Where a series of transactions undertaken with a common purpose is deemed to be a Company
Transaction, the date of such Company Transaction shall be the date on which the last of such transactions is consummated. 

“Disability,” unless otherwise defined by the Plan Administrator or in the instrument evidencing the Award or in a
written employment, services or other agreement between the Participant and the Company or a Related Company, means a mental or physical impairment of the Participant that is expected to result in death or that has lasted or is expected to last for
a continuous period of 12 months or more and that causes the Participant to be unable to perform his or her material duties for the Company or a Related Company and to be engaged in any substantial gainful activity, in each case as determined by the
Company’s chief human resources officer or other person performing that function or, in the case of directors and executive officers, the Board, each of whose determination shall be conclusive and binding. 

“Effective Date” has the meaning set forth in Section 18. 

“Eligible Person” means any person eligible to receive an Award as set forth in Section 5. 

“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time. 

“Fair Market Value” means the per share fair market value of the Common Stock as established in good faith by the Board or, if
the Common Stock is publicly traded, the average of the high and low trading prices for the Common Stock on any given date during regular trading or, if not trading on that date, such price on the last preceding date on which the Common Stock was
traded or an average of trading days not to exceed 30 days from the Grant Date, unless determined otherwise by the Plan Administrator using such methods or procedures as it may establish. 
 “Grant Date” means the later of (a) the date on which the Plan Administrator completes the corporate action authorizing the grant of an Award or such later date specified by
the Plan Administrator or (b) the date on which all conditions precedent to the Award have been satisfied, provided that conditions to the exercisability or vesting of Awards shall not defer the Grant Date. 

  
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 “Incentive Stock Option” means an Option granted with the intention that it qualify
as an “incentive stock option” as that term is defined in Section 422 of the Code or any successor provision. 

“Nonqualified Stock Option” means an Option other than an Incentive Stock Option. 

“Option” means a right to purchase Common Stock granted under Section 7. 

“Option Expiration Date” has the meaning set forth in Section 7.6. 
 “Option Term” means the maximum term of an Option as set forth in Section 7.3. 
 “Participant” means any Eligible Person to whom an Award is granted. 

“Plan” means the Trulia, Inc. 2005 Stock Incentive Plan. 
 “Plan Administrator” has the meaning set forth in Section 3.1. 

“Related Company” means any entity that is a parent corporation or a subsidiary corporation of the Company, as those terms are
defined in Sections 424(e) and (f), respectively of the Code. 
 “Related Party Transaction” means (a) a merger or
consolidation of the Company in which the holders of the outstanding voting securities of the Company immediately prior to the merger or consolidation hold at least a majority of the outstanding voting securities of the Successor Company immediately
after the merger or consolidation; (b) a sale, lease, exchange or other transfer of all or substantially all of the Company’s assets to a majority-owned subsidiary company; (c) a transaction undertaken for the principal purpose of
restructuring the capital of the Company, including, but not limited to, reincorporating the Company in a different jurisdiction, converting the Company to a limited liability company or creating a holding company; or (d) a corporate
dissolution or liquidation. 
 “Restricted Stock” means an Award of shares of Common Stock granted under
Section 10, the rights of ownership of which may be subject to restrictions prescribed by the Plan Administrator. 

“Retirement,” unless otherwise defined in the instrument evidencing the Award or in a written employment, services or other
agreement between the Participant and the Company or a Related Company, means “Retirement” as defined for purposes of the Plan by the Plan Administrator or the Company’s chief human resources officer or other person
performing that function or, if not so defined, means Termination of Service on or after the date the Participant reaches age 55 and has completed ten years of employment or service with the Company or a Related Company. 

“Securities Act” means the Securities Act of 1933, as amended from time to time. 

  
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 “Stock Appreciation Right” has the meaning set forth in Section 9.1.

 “Stock Award” means an Award of shares of Common Stock granted under Section 10, the rights of ownership of
which are not subject to restrictions prescribed by the Plan Administrator. 
 “Stock Unit” means an Award denominated
in units of Common Stock granted under Section 10. 
 “Substitute Awards” means Awards granted or shares of Common
Stock issued by the Company in assumption of, or in substitution or exchange for, awards previously granted by an Acquired Entity. 

“Successor Company” means the surviving company, the successor company, the acquiring company or its parent, as applicable, in
connection with a Company Transaction. 
 “Termination of Service” means a termination of employment or service
relationship with the Company or a Related Company for any reason, whether voluntary or involuntary, including by reason of death, Disability or Retirement. Any question as to whether and when there has been a Termination of Service for the purposes
of an Award and the cause of such Termination of Service shall be determined by the Company’s chief human resources officer or other person performing that function or, in the case of directors and executive officers, the Board, each of whose
determination shall be conclusive and binding. Transfer of a Participant’s employment or service relationship between the Company and any Related Company shall not be considered a Termination of Service for purposes of an Award. Unless the
Board determines otherwise, a Termination of Service shall be deemed to occur if the Participant’s employment or service relationship is with an entity that has ceased to be a Related Company. 

“Vesting Commencement Date” means the Grant Date or such other date set forth in the instrument evidencing the Award as the date
from which the Option begins to vest for purposes of Section 7.4. 
 SECTION 3. ADMINISTRATION 

 

	3.1	Administration of the Plan 

 The Plan
shall be administered by the Board. Notwithstanding the foregoing, the Board may delegate concurrent responsibility for administering the Plan, including with respect to designated classes of Eligible Persons, to a committee or committees (which
term includes subcommittees) consisting of two or more members of the Board, subject to such limitations as the Board deems appropriate. If and so long as the Common Stock is registered under Section 12(b) or 12(g) of the Exchange Act, the
Board shall consider in selecting the members of any committee acting as Plan Administrator, with respect to any persons subject or likely to become subject to Section 16 of the Exchange Act, the provisions regarding


  
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(a) “outside directors” as contemplated by Section 162(m) of the Code and (b) “non-employee directors” as contemplated by Rule 16b-3(b)(3) under the Exchange Act, or
any successor provision thereto. Members of any committee shall serve for such term as the Board may determine, subject to removal by the Board at any time. All references in the Plan to the “Plan Administrator” shall be, as
applicable, to the Board or any committee to whom the Board has delegated authority to administer the Plan. 
  

	3.2	Administration and Interpretation by Plan Administrator 

 Except for the terms and conditions explicitly set forth in the Plan, the Plan Administrator shall have full power and exclusive authority, subject to such orders or resolutions not inconsistent with the
provisions of the Plan as may from time to time be adopted by the Board to the extent the Plan Administrator is a committee of the Board, to (a) select the Eligible Persons to whom Awards may from time to time be granted under the Plan;
(b) determine the type or types of Award to be granted to each Participant under the Plan; (c) determine the number of shares of Common Stock to be covered by each Award granted under the Plan; (d) determine the terms and conditions
of any Award granted under the Plan; (e) approve the forms of agreements for use under the Plan; (f) determine whether, to what extent and under what circumstances Awards may be settled in cash, shares of Common Stock or other property or
canceled or suspended; (g) determine whether, to what extent and under what circumstances cash, shares of Common Stock, other property and other amounts payable with respect to an Award shall be deferred either automatically or at the election
of the Participant; (h) interpret and administer the Plan and any instrument evidencing an Award; (i) establish such rules and regulations as it shall deem appropriate for the proper administration of the Plan; (j) delegate
administrative duties to such of the Company’s officers as it so determines; and (k) make any other determination and take any other action that the Plan Administrator deems necessary or desirable for administration of the Plan. Decisions
of the Plan Administrator shall be final, conclusive and binding on all persons, including the Company, any Participant, any stockholder and any Eligible Person. A majority of the members of the Plan Administrator may determine its actions and fix
the time and place of its meetings. 
 SECTION 4. SHARES SUBJECT TO THE PLAN 

 

	4.1	Authorized Number of Shares 

 Subject to
adjustment from time to time as provided in Section 13.1, a maximum of 15,158,843 shares of Common Stock shall be available for issuance under the Plan. Shares issued under the Plan shall be drawn from authorized and unissued shares or shares
now held or subsequently acquired by the Company. 
  

	4.2	Share Usage 

 (a) Shares of Common Stock
covered by an Award shall not be counted as used unless and until they are actually issued and delivered to a Participant. If any Award lapses, expires, 

  
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terminates or is canceled prior to the issuance of shares thereunder or if shares of Common Stock are issued under the Plan to a Participant and thereafter are forfeited to or otherwise
reacquired by the Company, the shares subject to such Awards and the forfeited or reacquired shares shall again be available for issuance under the Plan. Any shares of Common Stock (i) tendered by a Participant or retained by the Company as
full or partial payment to the Company for the purchase price of an Award or to satisfy tax withholding obligations in connection with an Award or (ii) covered by an Award that is settled in cash or in a manner such that some or all of the
shares covered by the Award are not issued shall be available for Awards under the Plan. The number of shares of Common Stock available for issuance under the Plan shall not be reduced to reflect any dividends or dividend equivalents that are
reinvested into additional shares of Common Stock or credited as additional shares of Common Stock subject or paid with respect to an Award. 

(b) The Plan Administrator shall also, without limitation, have the authority to grant Awards as an alternative to or as the form of payment for grants
or rights earned or due under other compensation plans or arrangements of the Company. 
 (c) Notwithstanding anything in the Plan to the
contrary, the Plan Administrator may grant Substitute Awards under the Plan. In the event that a written agreement pursuant to which a Company Transaction or a Related Party Transaction is completed is approved by the Board and that agreement sets
forth the terms and conditions of the Substitute Awards, the terms and conditions shall be deemed to be the action of the Plan Administrator without any further action by the Plan Administrator, except as may be required for compliance with Rule
16b-3 under the Exchange Act, and the persons holding such Substitute Awards shall be deemed to be Participants. 
 (d) Notwithstanding the
foregoing and, subject to adjustment provided in Section 13.1, the maximum number of shares that may be issued upon the exercise of Incentive Stock Options shall equal the aggregate share number stated in Section 4.1. 

SECTION 5. ELIGIBILITY 

An Award may be granted to any employee, officer or director of the Company or a Related Company whom the Plan Administrator from time to time selects.
An Award may also be granted to any consultant, agent, advisor or independent contractor for bona fide services rendered to the Company or any Related Company that (a) are not in connection with the offer and sale of the Company’s
securities in a capital-raising transaction and (b) do not directly or indirectly promote or maintain a market for the Company’s securities. 
 SECTION 6. AWARDS 
  

	6.1	Form, Grant and Settlement of Awards 

 The
Plan Administrator shall have the authority, in its sole discretion, to determine the type or types of Awards to be granted under the Plan. Such Awards may be granted either alone, 

  
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in addition to or in tandem with any other type of Award. Any Award settlement may be subject to such conditions, restrictions and contingencies as the Plan Administrator shall determine.

  

	6.2	Evidence of Awards 

 Awards granted under
the Plan shall be evidenced by a written (including electronic) instrument that shall contain such terms, conditions, limitations and restrictions as the Plan Administrator shall deem advisable and that are not inconsistent with the Plan.

  

	6.3	Vesting of Awards 

 The effect on the
vesting of an Award of a Company-approved leave of absence or a Participant’s working less than full-time shall be determined by the Company’s chief human resources officer or other person performing that function or, in the case of
directors and executive officers, the Board, each of whose determination shall be conclusive and binding. 
  

	6.4	Deferrals 

 The Plan Administrator may
permit or require a Participant to defer receipt of the payment of any Award. If any such deferral election is permitted or required, the Plan Administrator, in its sole discretion, shall establish rules and procedures for such payment deferrals,
which may include the grant of additional Awards or provisions for the payment or crediting of interest or dividend equivalents, including converting such credits to deferred stock unit equivalents. 

SECTION 7. OPTIONS 
  

	7.1	Grant of Options 

 The Plan Administrator
may grant Options designated as Incentive Stock Options or Nonqualified Stock Options. 
  

	7.2	Option Exercise Price 

 The exercise price
for shares purchased under an Option shall be as established by the Plan Administrator, but shall not be less than (a) 85% of the Fair Market Value of the Common Stock on the Grant Date with respect to Nonqualified Stock Options, (b) the
minimum exercise price required by Section 8.3 with respect to Incentive Stock Options, except in the case of Substitute Awards, and (c) in the case of an Option granted to a Participant who owns stock possessing more than 10% of the total
combined voting power of all classes of stock of the Company or its parent or subsidiary companies, 110% of the Fair Market Value of the Common Stock on the Grant Date. 

  
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	7.3	Term of Options 

 Subject to earlier
termination in accordance with the terms of the Plan and the instrument evidencing the Option, the maximum term of an Option (the “Option Term”) shall be as established for that Option by the Plan Administrator
or, if not so established, shall be ten years from the Grant Date. For Incentive Stock Options, the Option Term shall be as specified in Section 8.4. 
  

	7.4	Exercise of Options 

 The Plan
Administrator shall establish and set forth in each instrument that evidences an Option the time at which, or the installments in which, the Option shall vest and become exercisable, any of which provisions may be waived or modified by the Plan
Administrator at any time. If not so established in the instrument evidencing the Option, the Option shall vest and become exercisable according to the following schedule, which may be waived or modified by the Plan Administrator at any time:

  

			
	 Period of Participant’s Continuous Employment or Service With the
Company or Its Related Companies From
the Vesting Commencement Date
	  	Portion of Total Option That
Is Vested and Exercisable
		
	 After 1 year
	  	1/4
		
	 Each additional month of continuous service completed thereafter
	  	An additional 1/48
		
	 After 4 years
	  	100%

 To the extent an Option has vested and become exercisable, the Option may be exercised in whole or from time to time in
part by delivery to the Company of a properly executed stock option exercise agreement or notice, in a form and in accordance with procedures established by the Plan Administrator, setting forth the number of shares with respect to which the Option
is being exercised, the restrictions imposed on the shares purchased under such exercise agreement or notice, if any, and such representations and agreements as may be required by the Plan Administrator, accompanied by payment in full as described
in Section 7.5. An Option may be exercised only for whole shares and may not be exercised for less than a reasonable number of shares at any one time, as determined by the Plan Administrator. 

 

	7.5	Payment of Exercise Price 

 The exercise
price for shares purchased under an Option shall be paid in full to the Company by delivery of consideration equal to the product of the Option exercise price and the number of shares purchased. Such consideration must be paid before the Company
will issue the 

  
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shares being purchased and must be in a form or a combination of forms acceptable to the Plan Administrator for that purchase, which forms may include: 

(a) cash; 
 (b) check or wire transfer;

 (c) tendering (either actually or, if the Common Stock is registered under Section 12(b) or 12(g) of the Exchange Act, by attestation)
shares of Common Stock already owned by the Participant, which on the day prior to the exercise date have a Fair Market Value equal to the aggregate exercise price of the shares being purchased under the Option: (such shares must have been owned by
the Participant for at least six months or any shorter period necessary to avoid a charge to the Company’s earnings for financial reporting purposes); 
 (d) if the Common Stock is registered under Section 12(b) or 12(g) of the Exchange Act, and to the extent permitted by law, delivery of a properly executed exercise agreement or notice, together with
irrevocable instructions to a brokerage firm designated or approved by the Company to deliver promptly to the Company the aggregate amount of sale or loan proceeds to pay the Option exercise price and any withholding tax obligations that may arise
in connection with the exercise, all in accordance with the regulations of the Federal Reserve Board; or 
 (e) such other consideration as the
Plan Administrator may permit. 
 In addition, to assist a Participant (including directors and executive officers) in acquiring shares of
Common Stock pursuant to an Award granted under the Plan, the Plan Administrator, in its sole discretion, may authorize, either at the Grant Date or at any time before the acquisition of Common Stock pursuant to the Award, (i) the payment by a
Participant of the purchase price of the Common Stock by a promissory note or (ii) the guarantee by the Company of a loan obtained by the Participant from a third party. Such notes or loans must be full recourse to the extent necessary to avoid
charges to the Company’s earnings for financial reporting purposes. Subject to the foregoing, the Plan Administrator shall in its sole discretion specify the terms of any loans or loan guarantees, including the interest rate and terms of and
security for repayment. 
  

	7.6	Effect of Termination of Service 

 The
Plan Administrator shall establish and set forth in each instrument that evidences an Option whether the Option shall continue to be exercisable, and the terms and conditions of such exercise, after a Termination of Service, any of which provisions
may be waived or modified by the Plan Administrator at any time. If not so established in the instrument evidencing the Option, the Option shall be exercisable according to the following terms and conditions, which may be waived or modified by the
Plan Administrator at any time: 

  
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 (a) Any portion of an Option that is not vested and exercisable on the date of a Participant’s
Termination of Service shall expire on such date. 
 (b) Any portion of an Option that is vested and exercisable on the date of a
Participant’s Termination of Service shall expire on the earliest to occur of 
 (i) if the Participant’s Termination
of Service occurs for reasons other than Cause, Retirement, Disability or death, the date that is three months after such Termination of Service; 
 (ii) if the Participant’s Termination of Service occurs by reason of Retirement, Disability or death, the one-year anniversary of such Termination of Service; and 

(iii) the last day of the Option Term (the “Option Expiration Date”). 

Notwithstanding the foregoing, if a Participant dies after the Participant’s Termination of Service but while an Option is otherwise exercisable,
the portion of the Option that is vested and exercisable on the date of such Termination of Service shall expire upon the earlier to occur of (y) the Option Expiration Date and (z) the one-year anniversary of the date of death, unless the
Plan Administrator determines otherwise. 
 Also notwithstanding the foregoing, in case a Participant’s Termination of Service occurs for
Cause, all Options granted to the Participant shall automatically expire upon first notification to the Participant of such termination, unless the Plan Administrator determines otherwise. If a Participant’s employment or service relationship
with the Company is suspended pending an investigation of whether the Participant shall be terminated for Cause, all the Participant’s rights under any Option shall likewise be suspended during the period of investigation. If any facts that
would constitute termination for Cause are discovered after a Participant’s Termination of Service, any Option then held by the Participant may be immediately terminated by the Plan Administrator, in its sole discretion. 

I                      A Participant’s change in
status from an employee of the Company or a Related Company to a consultant, advisor or independent contractor of the Company or a Related Company or a change in status from a consultant, advisor or independent contractor of the Company or a Related
Company to an employee of the Company or a Related Company shall not be considered a Termination of Service for purposes of this Section 7.6. 
 SECTION 8. INCENTIVE STOCK OPTION LIMITATIONS 
 Notwithstanding any other provisions of the
Plan, the terms and conditions of any Incentive Stock Options shall in addition comply in all respects with Section 422 of the Code or any successor provision and any applicable regulations thereunder, including the following: 

  
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	8.1	Dollar Limitation 

 To the extent the
aggregate Fair Market Value (determined as of the Grant Date) of Common Stock with respect to which a Participant’s Incentive Stock Options become exercisable for the first time during any calendar year (under the Plan and all other stock
option plans of the Company and its parent and subsidiary corporations) exceeds $100,000, such portion in excess of $100,000 shall be treated as a Nonqualified Stock Option. In the event the Participant holds two or more such Options that become
exercisable for the first time in the same calendar year, such limitation shall be applied on the basis of the order in which such Options are granted. 
  

	8.2	Eligible Employees 

 Individuals who are
not employees of the Company or one of its parent or subsidiary corporations may not be granted Incentive Stock Options. 
  

	8.3	Exercise Price 

 The exercise price of an
Incentive Stock Option shall be at least 100% of the Fair Market Value of the Common Stock on the Grant Date and, in the case of an Incentive Stock Option granted to a Participant who owns more than 10% of the total combined voting power of all
classes of the stock of the Company or of its parent or subsidiary corporations (a “10% Stockholder”), shall not be less than 110% of the Fair Market Value of the Common Stock on the Grant Date. The determination of more than
10% ownership shall be made in accordance with Section 422 of the Code. 
  

	8.4	Option Term 

 Subject to earlier
termination in accordance with the terms of the Plan and the instrument evidencing the Option, the Option Term of an Incentive Stock Option shall not exceed ten years, and in the case of an Incentive Stock Option granted to a 10% Stockholder, shall
not exceed five years. 
  

	8.5	Exercisability 

 An Option designated as
an Incentive Stock Option shall cease to qualify for favorable tax treatment as an Incentive Stock Option to the extent it is exercised (if permitted by the terms of the Option) (a) more than three months after the date of a Participant’s
Termination of Service if termination was for reasons other than death or Disability, (b) more than one year after the date of a Participant’s Termination of Service if termination was by reason of Disability, or (c) after the
Participant has been on leave of absence for more than 90 days, unless the Participant’s reemployment rights are guaranteed by statute or contract. 

  
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	8.6	Taxation of Incentive Stock Options 

 In
order to obtain certain tax benefits afforded to Incentive Stock Options under Section 422 of the Code, the Participant must hold the shares acquired upon the exercise of an Incentive Stock Option for two years after the Grant Date and one year
after the date of exercise. A Participant may be subject to the alternative minimum tax at the time of exercise of an Incentive Stock Option. The Participant shall give the Company prompt notice of any disposition of shares acquired on the exercise
of an Incentive Stock Option prior to the expiration of such holding periods. 
  

	8.7	Promissory Notes 

 The amount of any
promissory note delivered pursuant to Section 7.5 in connection with an Incentive Stock Option shall bear interest at a rate specified by the Plan Administrator, but in no case less than the rate required to avoid imputation of interest (taking
into account any exceptions to the imputed interest rules) for federal income tax purposes. 
  

	8.8	Code Definitions 

 For the purposes of
this Section 8, “disability,” “parent corporation” and “subsidiary corporation” shall have the meanings attributed to those terms for purposes of Section 422 of the Code. 

SECTION 9. STOCK APPRECIATION RIGHTS 
  

	9.1	Grant of Stock Appreciation Rights 

 The
Plan Administrator may grant stock appreciation rights (“Stock Appreciation Rights” or “SARs”) to Participants at any time. An SAR may be granted in tandem with an Option or alone
(“freestanding”). The grant price of a tandem SAR shall be equal to the exercise price of the related Option, and the grant price of a freestanding SAR shall be as established by the Plan Administrator. An SAR may be
exercised upon such terms and conditions and for the term as the Plan Administrator determines in its sole discretion; provided, however, that, subject to earlier termination in accordance with the terms of the Plan and the instrument evidencing the
SAR, the term of a freestanding SAR shall be as established for that SAR by the Plan Administrator or, if not so established, shall be ten years, and in the case of a tandem SAR, (a) the term shall not exceed the term of the related Option and
(b) the tandem SAR may be exercised for all or part of the shares subject to the related Option upon the surrender of the right to exercise the equivalent portion of the related Option, except that the tandem SAR may be exercised only with
respect to the shares for which its related Option is then exercisable. 

  
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	9.2	Payment of SAR Amount 

 Upon the exercise
of an SAR, a Participant shall be entitled to receive payment from the Company in an amount determined by multiplying: (a) the difference between the Fair Market Value of the Common Stock for the date of exercise over the grant price by
(b) the number of shares with respect to which the SAR is exercised. At the discretion of the Plan Administrator as set forth in the instrument evidencing the Award, the payment upon exercise of an SAR may be in cash, in shares of equivalent
value, in some combination thereof or in any other manner approved by the Plan Administrator in its sole discretion. 

SECTION 10. STOCK AWARDS, RESTRICTED STOCK AND STOCK UNITS 

 

	10.1	Grant of Stock Awards, Restricted Stock and Stock Units 

 The Plan Administrator may grant Stock Awards, Restricted Stock and Stock Units on such terms and conditions and subject to such repurchase or forfeiture restrictions, if any (which may be based on
continuous service with the Company or a Related Company or the achievement of any performance criteria), as the Plan Administrator shall determine in its sole discretion, which terms, conditions and restrictions shall be set forth in the instrument
evidencing the Award. 
  

	10.2	Issuance of Shares; Settlement of Awards 


Upon the satisfaction of any terms, conditions and restrictions prescribed with respect to Restricted Stock or Stock Units, or upon a Participant’s
release from any terms, conditions and restrictions of Restricted Stock or Stock Units, as determined by the Plan Administrator, and subject to the provisions of Section 11, (a) the shares of Restricted Stock covered by each Award of
Restricted Stock shall become freely transferable by the Participant, and (b) Stock Units shall be paid in shares of Common Stock or, if set forth in the instrument evidencing the Award, in cash, shares of Common Stock or a combination of cash
and shares of Common Stock as the Plan Administrator shall determine in its sole discretion. Any fractional shares subject to such Awards shall be paid to the Participant in cash. 

 

	10.3	Dividends and Distributions 

 Participants
holding shares of Restricted Stock or Stock Units may, if the Plan Administrator so determines, be credited with dividends paid with respect to the underlying shares or dividend equivalents while they are so held in a manner determined by the Plan
Administrator in its sole discretion. The Plan Administrator may apply any restrictions to the dividends or dividend equivalents that the Plan Administrator deems appropriate. The Plan Administrator, in its sole discretion, may determine the form of
payment of dividends or dividend equivalents, including cash, shares of Common Stock, Restricted Stock or Stock Units. 

  
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	10.4	Waiver of Restrictions 

 Notwithstanding
any other provisions of the Plan, the Plan Administrator, in its sole discretion, may waive the repurchase or forfeiture period and any other terms, conditions or restrictions on any Restricted Stock or Stock Unit under such circumstances and
subject to such terms and conditions as the Plan Administrator shall deem appropriate. 
  

	10.5	Minimum Purchase Price 

 The purchase
price for any shares of Common Stock that may be purchased under the Plan (“Stock Purchase Rights”) shall be at least 85% of the Fair Market Value of the Common Stock at the time the Participant is granted the Stock Purchase
Right or at the time the purchase is consummated. Notwithstanding the foregoing, to the extent required by applicable law, the purchase price shall be at least 100% of the Fair Market Value of the Common Stock at the time the Participant is granted
the Stock Purchase Right or at the time the purchase is consummated in the case of any person who owns stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or its parent or subsidiary companies.

 SECTION 11. WITHHOLDING 
  

The Company may require the Participant to pay to the Company the amount of (a) any taxes that the Company is required by applicable federal, state,
local or foreign law to withhold with respect to the grant, vesting or exercise of an Award (“tax withholding obligations”) and (b) any amounts due from the Participant to the Company or to any Related Company
(“other obligations”). The Company shall not be required to issue any shares of Common Stock or otherwise settle an Award under the Plan until such tax withholding obligations and other obligations are satisfied. 

The Plan Administrator may permit or require a Participant to satisfy all or part of the Participant’s tax withholding obligations and other
obligations by (a) paying cash to the Company, (b) having the Company withhold an amount from any cash amounts otherwise due or to become due from the Company to the Participant, (c) having the Company withhold a number of shares of
Common Stock that would otherwise be issued to the Participant (or become vested in the case of Restricted Stock) having a Fair Market Value equal to the tax withholding obligations and other obligations, or (d) surrendering a number of shares
of Common Stock the Participant already owns having a value equal to the tax withholding obligations and other obligations. The value of the shares so withheld may not exceed the employer’s minimum required tax withholding rate, and the value
of the shares so surrendered may not exceed such rate to the extent the Participant has owned the surrendered shares for less than six months if such limitation is necessary to avoid a charge to the Company for financial reporting purposes.


  
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 SECTION 12. ASSIGNABILITY 
 No Award or interest in an Award may be sold, assigned, pledged (as collateral for a loan or as security for the performance of an obligation or for any other purpose) or transferred by the Participant or
made subject to attachment or similar proceedings otherwise than by will or by the applicable laws of descent and distribution, except to the extent a Participant designates one or more beneficiaries on a Company-approved form who may exercise the
Award or receive payment under the Award after the Participant’s death. During a Participant’s lifetime, an Award may be exercised only by the Participant. Notwithstanding the foregoing and to the extent permitted by Section 422 of
the Code and applicable law, the Plan Administrator, in its sole discretion, may permit a Participant to assign or transfer an Award, and may permit distribution of an Option to an inter vivos or testamentary trust in which the Option is to be
passed to beneficiaries upon the death of the trustor (hereof), or by gift to “immediate family” as that term is defined in Rule 16a-l(e) under the Exchange Act; provided, however, that any Award so assigned or transferred shall be subject
to all the terms and conditions of the Plan and the instrument evidencing the Award. 
 SECTION 13. ADJUSTMENTS

  

	13.1	Adjustment of Shares 

 In the event, at
any time or from time to time, a stock dividend, stock split, spin-off, combination or exchange of shares, recapitalization, merger, consolidation, distribution to stockholders other than a normal cash dividend, or other change in the Company’s
corporate or capital structure results in (a) the outstanding shares of Common Stock, or any securities exchanged herefore or received in their place, being exchanged for a different number or kind of securities of the Company or any other
company or (b) new, different or additional securities of the Company or any other company being received by the holders of shares of Common Stock, then the Plan Administrator shall make proportional adjustments in (i) the maximum number
and kind of securities available for issuance under the Plan; (ii) the maximum number and kind of securities issuable as Incentive Stock Options as set forth in Section 4.2(d); and (iii) the number and kind of securities that are
subject to any outstanding Award and the per share price of such securities, without any change in the aggregate price to be paid herefore. 

The determination by the Plan Administrator as to the terms of any of the foregoing adjustments shall be conclusive and binding. 

Notwithstanding the foregoing, the issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class,
for cash or property, or for labor or services rendered, or for other valid consideration, either upon direct sale or upon the exercise of rights or warrants to subscribe herefore, or upon conversion of shares or obligations of the Company
convertible into such shares or other securities, shall not affect, and no adjustment by reason thereof shall be made with respect to, outstanding Awards. Also notwithstanding the foregoing, a dissolution or liquidation of the Company or a Company


  
 -15-









 
Transaction shall not be governed by this Section 13.1 but shall be governed by the remaining provisions of this Section 13. 

 

	13.2	Dissolution or Liquidation 

 To the extent
not previously exercised or settled, and unless otherwise determined by the Plan Administrator in its sole discretion, Options, Stock Appreciation Rights and Stock Units shall terminate immediately prior to the dissolution or liquidation of the
Company. To the extent a forfeiture provision or repurchase right applicable to an Award has not been waived by the Plan Administrator, the Award shall be forfeited immediately prior to the consummation of the dissolution or liquidation. 

 

	13.3	Company Transaction 

  

	 	13.3.1	Options, Stock Appreciation Rights and Stock Units 

 (a) In the event of a Company Transaction, except as otherwise provided in the instrument evidencing the Award or in a written employment, services or other agreement between a Participant and the Company
or a Related Company, 
 (i) all Options and Stock Appreciation Rights outstanding and held by a Participant whose employment or
service relationship has not terminated as of the date of the Company Transaction or is terminated other than for Cause within 30 days prior to the Company Transaction shall, immediately prior to the Company Transaction, become fully vested and
exercisable with respect to 100% of the unvested portion of the Award; and 
 (ii) all Stock Units outstanding and held by a
Participant whose employment or service relationship has not terminated as of the date of the Company Transaction or is terminated other than for Cause within 30 days prior to the Company Transaction shall, immediately prior to the Company
Transaction, become fully vested and shall be settled with respect to 100% of the unvested portion of the Award; provided, however, that 
 (iii) notwithstanding the foregoing, such accelerated vesting and exercisability or settlement of such Options, Stock Appreciation Rights and Stock Units shall not occur 

(A) if and to the extent any Successor Company assumes or continues such Options, Stock Appreciation Rights or Stock Units, or
substitutes reasonably equivalent options, rights or units or 
 (B) if the Plan Administrator determines, in its sole
discretion, that to the extent any Successor Company does not assume or continue such Options, Stock Appreciation Rights or Stock Units, or substitute equivalent options, rights or units, any portion of such Awards that is not assumed, continued or
substituted for by the Successor Company shall terminate immediately prior to the Company Transaction in exchange for a cash payment at least equal to the amount, if any, by which the Acquisition Price multiplied


  
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by the number of shares of Common Stock subject to such Award, either to the extent the Award is vested and exercisable in accordance with its original terms or as such vesting and exercisability
may be accelerated by the Plan Administrator, in its sole discretion, in connection with the Company Transaction, exceeds the aggregate exercise or grant price, if any, for such Award. 
 (b) Immediately following a Company Transaction, all outstanding Options, Stock Appreciation Rights and Stock Units shall terminate and cease to be outstanding, except to the extent assumed, continued or
substituted for by the Successor Company. 
 13.3.2 Restricted Stock 

In the event of a Company Transaction, except as otherwise provided in the instrument evidencing the Award or in a written employment, services or other
agreement between a Participant and the Company or a Related Company, the restrictions applicable to all Restricted Stock outstanding as of the date of the Company Transaction shall not lapse, any Company repurchase rights shall automatically be
assigned to the Successor Company, and all such restrictions shall continue with respect to any shares of the Successor Company or other consideration that may be issued in exchange or in substitution for such Restricted Stock. 

13.3.3 Assumption, Continuation or Substitution 
 For the purposes of this Section 13.3, an Award shall be considered assumed, continued or substituted for if, following the Company Transaction, the substitute award confers the right to purchase or
receive, for each share of Common Stock subject to the Award immediately prior to the Company Transaction, the consideration (whether stock, cash, or other securities or property) received in the Company Transaction by holders of Common Stock for
each share subject to the Award immediately prior to the Company Transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares) without any change in the
aggregate exercise or grant price, if any, of such Award; provided, however, that if such consideration received in the Company Transaction is not solely common stock of the Successor Company, the Plan Administrator may, with the consent of the
Successor Company, provide for the consideration to be received upon the exercise or settlement of the Award, for each share of Common Stock subject to the Award, to be solely common stock of the Successor Company substantially equal in fair market
value to the per share consideration received by holders of Common Stock in the Company Transaction. The determination of such substantial equality of value of consideration shall be made by the Plan Administrator, whose determination shall be
conclusive and binding. 
  

	13.4	Further Adjustment of Awards 

 Subject to
Sections 13.2 and 13.3, the Plan Administrator shall have the discretion, exercisable at any time before a sale, merger, consolidation, reorganization, liquidation, 

  
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dissolution or change in control of the Company, as defined by the Plan Administrator, to take such further action as it determines to be necessary or advisable with respect to Awards. Such
authorized action may include (but shall not be limited to) establishing, amending or waiving the type, terms, conditions or duration of, or restrictions on, Awards so as to provide for earlier, later, extended or additional time for exercise,
lifting restrictions and other modifications, and the Plan Administrator may take such actions with respect to all Participants, to certain categories of Participants or only to individual Participants. The Plan Administrator may take such action
before or after granting Awards to which the action relates and before or after any public announcement with respect to such sale, merger, consolidation, reorganization, liquidation, dissolution or change in control that is the reason for such
action. 
  

	13.5	Limitations 

 The grant of Awards shall in
no way affect the Company’s right 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. 

 

	13.6	Fractional Shares 

 In the event of any
adjustment in the number of shares covered by any Award, each such Award shall cover only the number of full shares resulting from such adjustment. 
 SECTION 14. FIRST REFUSAL AND REPURCHASE RIGHTS 
  

	14.1	First Refusal Rights 

 Until the date on
which the initial registration of the Common Stock under Section 12(b) or 12(g) of the Exchange Act first becomes effective, the Company shall have the right of first refusal with respect to any proposed sale or other disposition by a
Participant of any shares of Common Stock issued pursuant to an Award. Such right of first refusal shall be exercisable in accordance with the terms and conditions established by the Plan Administrator and set forth in the stock purchase agreement
evidencing the purchase of the shares. 
  

	14.2	Repurchase Rights for Unvested Shares 


The Plan Administrator may, in its sole discretion, authorize the issuance of unvested shares of Common Stock pursuant to the exercise of an Option.
Should the Participant cease to be employed by or provide services to the Company or a Related Company, then all shares of Common Stock issued upon exercise of an Option that are unvested at the time of cessation of employment or service
relationship shall be subject to repurchase at the exercise price paid for such shares. The terms and conditions upon which such repurchase right shall be exercisable (including the period and procedure for exercise) shall be established by the Plan
Administrator and set forth in the stock purchase agreement evidencing the purchase of the shares. 

  
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 Except as otherwise provided in the instrument evidencing the Award, in the event of a Company Transaction,
the Company’s repurchase rights shall automatically be assigned to the Successor Company. 
 The Plan Administrator shall have the
discretionary authority, exercisable either before or after a Participant’s Termination of Service, to waive the Company’s outstanding repurchase rights with respect to one or more shares purchased or purchasable by the Participant under
an Option and thereby accelerate the vesting of such shares in whole or in part at any time. 
  

	14.3	Repurchase Conditions 

 Notwithstanding
the foregoing, to the extent required by applicable law the Company’s repurchase right set forth in Section 14.2 shall lapse at the rate of at least 20% of the shares per year over five years from the date the Option is granted (without
respect to the date the Option or is exercised or becomes exercisable) and the right to repurchase shall be exercised for cash or cancellation of purchase money indebtedness for the shares within 90 days of termination of employment (or in the case
of securities issued upon exercise of Options after the date of termination, within 90 days after the date of the exercise). 
 In addition to
the restrictions set forth in clauses (a) and (b), the securities held by an officer, director or consultant of the Company or a Related Company may be subject to additional or greater restrictions. 

 

	14.4	General 

 The Company’s first refusal
and repurchase rights under this Section 14 are assignable by the Company at any time. 
 SECTION 15. MARKET STANDOFF

 In the event of an underwritten public offering by the Company of its equity securities pursuant to an effective registration statement
filed under the Securities Act, including the Company’s initial public offering, no person may sell, make any short sale of, loan, hypothecate, pledge, grant any option for the purchase of, or otherwise dispose of or transfer for value or
otherwise agree to engage in any of the foregoing transactions with respect to any shares issued pursuant to an Award granted under the Plan without the prior written consent of the Company or its underwriters. Such limitations shall be in effect
for such period of time as may be requested by the Company or such underwriters; provided, however, that in no event shall such period exceed 180 days following the effective date of the registration statement. The limitations of this
Section 15 shall in all events terminate two years after the effective date of the Company’s initial public offering. 
 In the event
of any stock split, stock dividend, recapitalization, combination of shares, exchange of shares or other change affecting the Company’s outstanding Common Stock effected as a class without the Company’s receipt of consideration, any new,
substituted or 

  
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additional securities distributed with respect to the purchased shares shall be immediately subject to the provisions of this Section 15, to the same extent the purchased shares are at such
time covered by such provisions. 
 In order to enforce the limitations of this Section 15, the Company may impose stop-transfer
instructions with respect to the purchased shares until the end of the applicable standoff period. 
 SECTION 16. AMENDMENT
AND TERMINATION 
  

	16.1	Amendment, Suspension or Termination 

 The
Board may amend, suspend or terminate the Plan or any portion of the Plan at any time and in such respects as it shall deem advisable; provided, however, that, to the extent required by applicable law, regulation or stock exchange rule, stockholder
approval shall be required for any amendment to the Plan. Subject to Section 16.3, the Board may amend the terms of any outstanding Award, prospectively or retroactively. 

 

	16.2	Term of the Plan 

 The Plan shall have no
fixed expiration date. After the Plan is terminated, no future Awards may be granted, but Awards previously granted shall remain outstanding in accordance with their applicable terms and conditions and the Plan’s terms and conditions.
Notwithstanding the foregoing, no Incentive Stock Options may be granted more than ten years after the earlier of (a) the adoption of the Plan by the Board and (b) the adoption by the Board of any amendment to the Plan that constitutes the
adoption of a new plan for purposes of Section 422 of the Code. Notwithstanding the foregoing, no Award may be granted to a resident of California more than ten years after the earlier of the date of adoption of the Plan and the date the Plan
is approved by the stockholders. 
  

	16.3	Consent of Participant 

 The amendment,
suspension or termination of the Plan or a portion thereof or the amendment of an outstanding Award shall not, without the Participant’s consent, materially adversely affect any rights under any Award theretofore granted to the Participant
under the Plan. Any change or adjustment to an outstanding Incentive Stock Option shall not, without the consent of the Participant, be made in a manner so as to constitute a “modification” that would cause such Incentive Stock Option to
fail to continue to qualify as an Incentive Stock Option. Notwithstanding the foregoing, any adjustments made pursuant to Sections 13.2 and 13.3 shall not be subject to these restrictions. 

  
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 SECTION 17. GENERAL 

 

	17.1	No Individual Rights 

 No individual or
Participant shall have any claim to be granted any Award under the Plan, and the Company has no obligation for uniformity of treatment of Participants under the Plan. Furthermore, nothing in the Plan or any Award granted under the Plan shall be
deemed to constitute an employment contract or confer or be deemed to confer on any Participant any right to continue in the employ of, or to continue any other relationship with, the Company or any Related Company or limit in any way the right of
the Company or any Related Company to terminate a Participant’s employment or other relationship at any time, with or without cause. 
  

	17.2	Issuance of Shares 

 Notwithstanding any
other provision of the Plan, the Company shall have no obligation to issue or deliver any shares of Common Stock under the Plan or make any other distribution of benefits under the Plan unless, in the opinion of the Company’s counsel, such
issuance, delivery or distribution would comply with all applicable laws (including, without limitation, the requirements of the Securities Act or the laws of any state or foreign jurisdiction) and the applicable requirements of any securities
exchange or similar entity. 
 The Company shall be under no obligation to any Participant to register for offering or resale or to qualify for
exemption under the Securities Act, or to register or qualify under the laws of any state or foreign jurisdiction, any shares of Common Stock, security or interest in a security paid or issued under, or created by, the Plan, or to continue in effect
any such registrations or qualifications if made. 
 As a condition to the exercise of an Option or any other receipt of Common Stock pursuant
to an Award under the Plan, the Company may require (a) the Participant to represent and warrant at the time of any such exercise or receipt that such shares are being purchased or received only for the Participant’s own account and
without any present intention to sell or distribute such shares and (b) such other action or agreement by the Participant as may from time to time be necessary to comply with the federal, state and foreign securities laws. At the option of the
Company, a stop-transfer order against any such shares may be placed on the official stock books and records of the Company, and a legend indicating that such shares may not be pledged, sold or otherwise transferred, unless an opinion of counsel is
provided (concurred in by counsel for the Company) stating that such transfer is not in violation of any applicable law or regulation, may be stamped on stock certificates to ensure exemption from registration. The Plan Administrator may also
require the Participant to execute and deliver to the Company a purchase agreement or such other agreement as may be in use by the Company at such time that describes certain terms and conditions applicable to the shares. 

To the extent the Plan or any instrument evidencing an Award provides for issuance of stock certificates to reflect the issuance of shares of Common
Stock, the issuance may be effected 

  
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on a noncertificated basis, to the extent not prohibited by applicable law or the applicable rules of any stock exchange. 

 

	17.3	No Rights as a Stockholder 

 Unless
otherwise provided by the Plan Administrator or in the instrument evidencing the Award or in a written employment, services or other agreement, no Option, Stock Appreciation Right or Stock Unit shall entitle the Participant to any cash dividend,
voting or other right of a stockholder unless and until the date of issuance under the Plan of the shares that are the subject of such Award. 
  

	17.4	Compliance With Laws and Regulations 

 In
interpreting and applying the provisions of the Plan, any Option granted as an Incentive Stock Option pursuant to the Plan shall, to the extent permitted by law, be construed as an “incentive stock option” within the meaning of
Section 422 of the Code. 
  

	17.5	Participants in Other Countries 

 The Plan
Administrator shall have the authority to adopt such modifications, procedures and subplans as may be necessary or desirable to comply with provisions of the laws of other countries in which the Company or any Related Company may operate to ensure
the viability of the benefits from Awards granted to Participants employed in such countries, to comply with applicable foreign laws and to meet the objectives of the Plan. 

 

	17.6	No Trust or Fund 

 The Plan is intended to
constitute an “unfunded” plan. Nothing contained herein shall require the Company to segregate any monies or other property, or shares of Common Stock, or to create any trusts, or to make any special deposits for any immediate or deferred
amounts payable to any Participant, and no Participant shall have any rights that are greater than those of a general unsecured creditor of the Company. 
  

	17.7	Successors 

 All obligations of the
Company under the Plan with respect to Awards shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all
the business and/or assets of the Company. 
  

	17.8	Severability 

 If any provision of the
Plan or any Award is determined to be invalid, illegal or unenforceable in any jurisdiction, or as to any person, or would disqualify the Plan or any Award under any law deemed applicable by the Plan Administrator, such provision shall be construed
or 

  
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deemed amended to conform to applicable laws, or, if it cannot be so construed or deemed amended without, in the Plan Administrator’s determination, materially altering the intent of the
Plan or the Award, such provision shall be stricken as to such jurisdiction, person or Award, and the remainder of the Plan and any such Award shall remain in full force and effect. 

 

	17.9	Choice of Law 

 The Plan, all Awards
granted thereunder and all determinations made and actions taken pursuant hereto, to the extent not otherwise governed by the laws of the United States, shall be governed by the laws of the State of California without giving effect to principles of
conflicts of law. 
 17.10 Financial Reports 
 To the extent required by applicable law, the Company shall provide annual financial statements of the Company to each Participant. Such financial statements need not be audited and need not be issued to
employees whose duties within the Company assure them access to equivalent information. 
 SECTION 18. EFFECTIVE DATE

 The effective date (the “Effective Date”) is the date on which the Plan is adopted by the Board. If the
stockholders of the Company do not approve the Plan within 12 months after the Board’s adoption of the Plan, (a) any Award exercised or settled before the stockholders of the Company approve the Plan shall be rescinded and any such shares
shall not be counted in determining whether such stockholder approval is obtained, and (b) any Incentive Stock Options granted under the Plan will be treated as Nonqualified Stock Options. 

  
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 PLAN ADOPTION AND AMENDMENTS/ADJUSTMENTS 

SUMMARY PAGE 
  

							
	 Date of Board Action
	  	 Action
	  	 Section/Effect of
Amendment
	  	
Date of Stockholder
Approval

				
	 June 6, 2005
	  	Initial Plan Adoption	  		  	June 6, 2005
				
	 September 22, 2005
	  	Increase to Plan Shares from 882,353 to 1,557,564 (increase of 675,211 shares)	  	Section 4.1	  	September 22, 2005
				
	 December 15, 2005
	  	Increase to Plan Shares from 1,557,564 to 1,757,564 (increase of 200,000 shares)	  	Section 4.1	  	December 15, 2005
				
	 March 12, 2007
	  	Increase to Plan Shares from 1,757,564 to 1,857,564 (increase of 100,000 shares)	  	Section 4.1	  	March 12, 2007
				
	 May 2, 2007
	  	Increase to Plan Shares from 1,857,564 to 2,47,564 (increase of 550,000 shares)	  	Section 4.1	  	May 2, 2007
				
	 September 2, 2008
	  	Increase to Plan Shares from 2,47,564 to 7,222,692	  	Section 4.1	  	September 2, 2008
				
	 February 1, 2011
	  	Increase to Plan Shares from 7,222,692 to 11,494,843 (increase of 4,272,151 shares)	  	Section 4.1	  	February 8, 2011
				
	 May 11, 2011
	  	Increase to Plan Shares from 11,494,843 to 12,094,843 (increase of 600,000 shares)	  	Section 4.1	  	July 13, 2011
				
	 November 15, 2011
	  	Increase to Plan Shares from 12,094,843 to 13,158,843 (increase of 1,064,000 shares)	  	Section 4.1	  	February 13, 2012


  
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	 February 1, 2012
	  	Increase to Plan Shares from 13,158,843 to 15,158,843 (increase of 2,000,000 shares)	  	Section 4.1	  	February 13, 2012


  
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 TRULIA, INC. 
 2005 STOCK INCENTIVE PLAN 
 STOCK OPTION AGREEMENT 

Pursuant to your Stock Option Grant Notice (the “Grant Notice”) and this Stock Option Agreement, Trulia, Inc. has granted
you an Option under its 2005 Stock Incentive Plan (the “Plan”) to purchase the number of shares of the Company’s Common Stock indicated in your Grant Notice (the “Shares”) at the exercise price indicated in your
Grant Notice. Capitalized terms not explicitly defined in this Stock Option Agreement but defined in the Plan shall have the same definitions as in the Plan. 
 The details of the Option are as follows: 
 1. Vesting and Exercisability.
Subject to the limitations contained herein, the Option will vest and become exercisable as provided in your Grant Notice, provided that vesting will cease upon the termination of your employment or service relationship with the Company or a Related
Company and the unvested portion of the Option will terminate. 
 2. Securities Law Compliance. Notwithstanding any other
provision of this Agreement, you may not exercise the Option unless the Shares issuable upon exercise are registered under the Securities Act or, if such Shares are not then so registered, the Company has determined that such exercise and issuance
would be exempt from the registration requirements of the Securities Act. The exercise of the Option must also comply with other applicable laws and regulations governing the Option, and you may not exercise the Option if the Company determines that
such exercise would not be in material compliance with such laws and regulations. 
 3. Incentive Stock Option
Qualification. If so designated in your Grant Notice, all or a portion of the Option is intended to qualify as an Incentive Stock Option under federal income tax law, but the Company does not represent or guarantee that the Option qualifies as
such. 
 If the Option has been designated as an Incentive Stock Option and the aggregate Fair Market Value (determined as of
the grant date) of the shares of Common Stock subject to the portions of the Option and all other Incentive Stock Options you hold that first become exercisable during any calendar year exceeds $100,000, any excess portion will be treated as a
Nonqualified Stock Option, unless the Internal Revenue Service changes the rules and regulations governing the $100,000 limit for Incentive Stock Options. A portion of the Option may be treated as a Nonqualified Stock Option if certain events cause
exercisability of the Option to accelerate. 
 4. Notice of Disqualifying Disposition. To the extent the Option has been
designated as an Incentive Stock Option, to obtain certain tax benefits afforded to Incentive Stock Options, you must hold the Shares issued upon the exercise of the Option for two years after the Grant Date and one year after the date of exercise.
You may be subject to the alternative minimum tax at the time of exercise. You should obtain tax advice when exercising the Option and prior to the disposition of the Shares. By accepting the Option, you








 
agree to promptly notify the Company if you dispose of any of the Shares within one year from the date you exercise all or part of the Option or within two years from the Grant Date. 

5. Method of Exercise. You may exercise the Option by giving written notice to the Company, in form and substance satisfactory to
the Company, which will state your election to exercise the Option and the number of Shares for which you are exercising the Option. The written notice must be accompanied by full payment of the exercise price for the number of Shares you are
purchasing. You may make this payment in any combination of the following: (a) by cash; (b) by check acceptable to the Company; (c) if permitted by the Plan Administrator, by using shares of Common Stock you have owned for at least
six months; (d) if the Common Stock is registered under the Exchange Act, by instructing a broker to deliver to the Company the total payment required; or (e) by any other method permitted by the Plan Administrator. 

6. Repurchase and First Refusal Rights. So long as the Common Stock is not registered under the Exchange Act, the Company may, in
its sole discretion at the time of exercise, require you to sign a stock purchase agreement, in the form to be provided, pursuant to which you will grant to the Company certain repurchase and/or first refusal rights to purchase the Shares acquired
by you upon exercise of the Option. Upon request to the Company, you may review a current form of this agreement prior to exercise of the Option. 
 7. Market Standoff. By exercising the Option you agree that the Shares will be subject to the market standoff restrictions on transfer set forth in the Plan. 

8. Treatment Upon Termination of Employment or Service Relationship. The unvested portion of the Option will terminate
automatically and without further notice immediately upon termination of your employment or service relationship with the Company or a Related Company for any reason (“Termination of Service”). You may exercise the vested portion of the
Option as follows: 
 (a) General Rule. You must exercise the vested portion of the Option on or before the earlier of
(i) three months after your Termination of Service and (ii) the Option Expiration Date; 
 (b) Retirement or
Disability. If your employment or service relationship terminates due to Retirement or Disability, you must exercise the vested portion of the Option on or before the earlier of (i) one year after your Termination of Service and
(ii) the Option Expiration Date. 
 (c) Death. If your employment or service relationship terminates due to your
death, the vested portion of the Option must be exercised on or before the earlier of (i) one year after your Termination of Service and (ii) the Option Expiration Date. If you die after your Termination of Service but while the Option is
still exercisable, the vested portion of the Option may be exercised until the earlier of (x) one year after the date of death and (y) the Option Expiration Date; and 

(d) Cause. The vested portion of the Option will automatically expire at the time the Company first notifies you of your
Termination of Service for Cause, unless the Plan Administrator determines otherwise. If your employment or service relationship is 

  
 -2-









 
suspended pending an investigation of whether you will be terminated for Cause, all your rights under the Option likewise will be suspended during the period of investigation. If any facts that
would constitute termination for Cause are discovered after your Termination of Service, any Option you then hold may be immediately terminated by the Plan Administrator. 
 The Option must be exercised within three months after termination of employment for reasons other than death or Disability and one year after termination of employment due to Disability to qualify for
the beneficial tax treatment afforded Incentive Stock Options. 
 It is your responsibility to be aware of the date the
Option terminates. 
 9. Limited Transferability. During your lifetime only you can exercise the Option. The Option
is not transferable except by will or by the applicable laws of descent and distribution, except that Nonqualified Stock Options may be transferred to the extent permitted by the Plan Administrator. The Plan provides for exercise of the Option by a
beneficiary designated on a Company-approved form or the personal representative of your estate. 
 10. Withholding
Taxes. As a condition to the exercise of any portion of an Option, you must make such arrangements as the Company may require for the satisfaction of any federal, state, local or foreign withholding tax obligations that may arise in
connection with such exercise. 
 11. Option Not an Employment or Service Contract. Nothing in the Plan or any Award
granted under the Plan will be deemed to constitute an employment contract or confer or be deemed to confer any right for you to continue in the employ of, or to continue any other relationship with, the Company or any Related Company or limit in
any way the right of the Company or any Related Company to terminate your employment or other relationship at any time, with or without Cause. 
 12. No Right to Damages. You will have no right to bring a claim or to receive damages if you are required to exercise the vested portion of the Option within three months (one year in the case of
Retirement, Disability or death) of the Termination of Service or if any portion of the Option is cancelled or expires unexercised. The loss of existing or potential profit in Awards will not constitute an element of damages in the event of your
Termination of Service for any reason even if the termination is in violation of an obligation of the Company or a Related Company to you. 
 13. Binding Effect. This Agreement will inure to the benefit of the successors and assigns of the Company and be binding upon you and your heirs, executors, administrators, successors and assigns.

 14. Limitation on Rights; No Right to Future Grants; Extraordinary Item of Compensation. By entering into this
Agreement and accepting the grant of the Option evidenced hereby, you acknowledge: (a) that the Plan is discretionary in nature and may be suspended or terminated by the Company at any time; (b) that the grant of the Option is a one-time
benefit which does not create any contractual or other right to receive future grants of options, or benefits in lieu of options; (c) that all determinations with respect to any such future grants, including, but not limited to, the times when
options will be granted, the 

  
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number of shares subject to each option, the option price, and the time or times when each option will be exercisable, will be at the sole discretion of the Company; (d) that your
participation in the Plan is voluntary; (e) that the value of the Option is an extraordinary item of compensation which is outside the scope of your employment contract, if any; (f) that the Option is not part of normal or expected
compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments; (g) that the vesting of the Option ceases upon
termination of employment or service relationship with the Company for any reason except as may otherwise be explicitly provided in the Plan or this Agreement or otherwise permitted by the Plan Administrator; (h) that the future value of the
Shares underlying the Option is unknown and cannot be predicted with certainty; and (i) that if the Shares underlying the Option do not increase in value, the Option will have no value. 

15. Employee Data Privacy. By entering this Agreement, you (a) authorize the Company and your employer, if different, and any
agent of the Company administering the Plan or providing Plan recordkeeping services, to disclose to the Company or any of its affiliates any information and data the Company requests in order to facilitate the grant of the Option and the
administration of the Plan; (b) waive any data privacy rights you may have with respect to such information; and (c) authorize the Company and its agents to store and transmit such information in electronic form. 

  
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 TRULIA, INC. 
 STOCK OPTION GRANT NOTICE 
 2005 STOCK INCENTIVE PLAN 

Trulia, Inc. (the “Company”) hereby grants to Participant an Option (the “Option”) to purchase shares of
the Company’s Common Stock. The Option is subject to all the terms and conditions set forth in this Stock Option Grant Notice (this “Grant Notice”) and in the Stock Option Agreement and the Company’s 2005 Stock Incentive
Plan (the “Plan”), which are attached to and incorporated into this Grant Notice in their entirety. 
  

			
	Participant:	  	«Participant»
		
	Grant Date:	  	
		
	Vesting Commencement Date:	  	«Vesting_Commencement_Date»
		
	Number of Shares Subject to Option:	  	«No_Shares»
		
	Exercise Price (per Share):	  	$                    
		
	Option Expiration Date:	  	                     (subject to earlier termination in accordance with the terms
of the Plan and the Stock Option Agreement).
		
	Type of Option:	  	Incentive Stock Option
		
	Vesting and Exercisability Schedule:	  	«Vesting_and_Exercisability_Schedule»

 Additional Terms/Acknowledgement: The undersigned Participant acknowledges receipt of, and understands and agrees
to, this Grant Notice, the Stock Option Agreement and the Plan. Participant further acknowledges that as of the Grant Date, this Grant Notice, the Stock Option Agreement and the Plan set forth the entire understanding between Participant and the
Company regarding the Option and supersede all prior oral and written agreements on the subject. In addition, the Participant agrees that no other option grant or equity issuance is owed to him or her as of the date hereof, and Participant has no
rights to any other issuances of equity by the Company. 
  

															
	TRULIA, INC.	 	PARTICIPANT
				
	By:	 	  
	 		 	  

	Its:	 	  
	 		 	Signature
						
		 		 		 		 	Date:	 	  

				
	Attachments: 	 		 	Address:	 	  

	1. Stock Option Agreement	 		 		 		 	  

	2. 2005 Stock Incentive Plan	 		 	Taxpayer ID: