Veloce Technologies, Inc. Amended and Restated 2009 Stock Incentive Plan



 Exhibit 4.3 

 
  

 
 VELOCE TECHNOLOGIES, INC.

 AMENDED AND RESTATED 2009 STOCK INCENTIVE
PLAN 
 Adopted by the Board on October 21, 2010 

Approved by the Stockholders on October 21, 2010 

 
  

 







 TABLE OF CONTENTS 

 

							
	 	  	Page	 
			
	SECTION 1.	  	PURPOSE.	  	 	1	  
			
	SECTION 2.	  	DEFINITIONS.	  	 	1	  
	 2.1
	  	“Board”	  	 	1	  
	 2.2
	  	“Change in Control”	  	 	1	  
	 2.3
	  	“Code”	  	 	2	  
	 2.4
	  	“Committee”	  	 	2	  
	 2.5
	  	“Company”	  	 	2	  
	 2.6
	  	“Consultant”	  	 	2	  
	 2.7
	  	“Disability”	  	 	2	  
	 2.8
	  	“Employee”	  	 	2	  
	 2.9
	  	“Exchange Act”	  	 	2	  
	 2.10
	  	“Exercise Price”	  	 	2	  
	 2.11
	  	“Fair Market Value”	  	 	3	  
	 2.12
	  	“ISO”	  	 	3	  
	 2.13
	  	“NSO”	  	 	3	  
	 2.14
	  	“Option”	  	 	3	  
	 2.15
	  	“Optionee”	  	 	3	  
	 2.16
	  	“Outside Director”	  	 	3	  
	 2.17
	  	“Parent”	  	 	3	  
	 2.18
	  	“Plan”	  	 	3	  
	 2.19
	  	“Purchase Price”	  	 	3	  
	 2.20
	  	“Purchaser”	  	 	3	  
	 2.21
	  	“Restricted Share Agreement”	  	 	3	  
	 2.22
	  	“Securities Act”	  	 	3	  
	 2.23
	  	“Service”	  	 	3	  
	 2.24
	  	“Share”	  	 	4	  
	 2.25
	  	“Stock”	  	 	4	  
	 2.26
	  	“Stock Option Agreement”	  	 	4	  
	 2.27
	  	“Subsidiary”	  	 	4	  
	 2.28
	  	“Ten-Percent Stockholder”	  	 	4	  
			
	SECTION 3.	  	ADMINISTRATION.	  	 	4	  
	 3.1
	  	General Rule	  	 	4	  
	 3.2
	  	Board Authority and Responsibility	  	 	4	  
			
	SECTION 4.	  	ELIGIBILITY.	  	 	4	  
	 4.1
	  	General Rule	  	 	4	  
			
	SECTION 5.	  	STOCK SUBJECT TO PLAN.	  	 	5	  
	 5.1
	  	Share Limit	  	 	5	  
	 5.2
	  	Additional Shares	  	 	5	  


  
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	SECTION 6.	  	RESTRICTED SHARES.	  	 	5	  
	 6.1
	  	Restricted Share Agreement	  	 	5	  
	 6.2
	  	Duration of Offers and Nontransferability of Purchase Rights	  	 	5	  
	 6.3
	  	Purchase Price	  	 	5	  
	 6.4
	  	Repurchase Rights and Transfer Restrictions	  	 	5	  
			
	SECTION 7.	  	STOCK OPTIONS.	  	 	6	  
	 7.1
	  	Stock Option Agreement	  	 	6	  
	 7.2
	  	Number of Shares; Kind of Option	  	 	6	  
	 7.3
	  	Exercise Price	  	 	6	  
	 7.4
	  	Term	  	 	6	  
	 7.5
	  	Exercisability	  	 	6	  
	 7.6
	  	Repurchase Rights and Transfer Restrictions	  	 	7	  
	 7.7
	  	Transferability of Options	  	 	7	  
	 7.8
	  	Exercise of Options on Termination of Service	  	 	7	  
	 7.9
	  	No Rights as a Stockholder	  	 	7	  
	 7.10
	  	Modification, Extension and Renewal of Options	  	 	7	  
	 7.11
	  	Incentive Stock Option $100,000 Limitation	  	 	8	  
			
	SECTION 8.	  	PAYMENT FOR SHARES.	  	 	8	  
	 8.1
	  	General	  	 	8	  
	 8.2
	  	Surrender of Stock	  	 	8	  
	 8.3
	  	Services Rendered	  	 	8	  
	 8.4
	  	Promissory Notes	  	 	8	  
	 8.5
	  	Exercise/Sale	  	 	8	  
	 8.6
	  	Exercise/Pledge	  	 	9	  
	 8.7
	  	Other Forms of Payment	  	 	9	  
			
	SECTION 9.	  	ADJUSTMENT OF SHARES.	  	 	9	  
	 9.1
	  	General	  	 	9	  
	 9.2
	  	Dissolution or Liquidation	  	 	9	  
	 9.3
	  	Mergers and Consolidations	  	 	9	  
	 9.4
	  	Reservation of Rights	  	 	10	  
			
	SECTION 10.	  	REPURCHASE RIGHTS.	  	 	10	  
	 10.1
	  	Company’s Right To Repurchase Shares	  	 	10	  
			
	SECTION 11.	  	WITHHOLDING AND OTHER TAXES.	  	 	10	  
	 11.1
	  	General	  	 	10	  
	 11.2
	  	Share Withholding	  	 	10	  
	 11.3
	  	Cashless Exercise/Pledge	  	 	11	  
	 11.4
	  	Other Forms of Payment	  	 	11	  
	 11.5
	  	Employer Fringe Benefit Taxes	  	 	11	  
			
	SECTION 12.	  	SECURITIES LAW REQUIREMENTS.	  	 	11	  
	 12.1
	  	General	  	 	11	  
	 12.2
	  	Dividend Rights	  	 	11	  
			
	SECTION 13.	  	SECTION 409A.	  	 	11	  


  
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	SECTION 14.	  	NO RETENTION RIGHTS.	  	 	11	  
			
	SECTION 15.	  	DURATION AND AMENDMENTS.	  	 	12	  
	 15.1
	  	Term of the Plan	  	 	12	  
	 15.2
	  	Right to Amend or Terminate the Plan	  	 	12	  
	 15.3
	  	Effect of Amendment or Termination	  	 	12	  
			
	SECTION 16.	  	EXECUTION.	  	 	12	  


  
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 VELOCE TECHNOLOGIES, INC. 

2009 STOCK INCENTIVE PLAN 
  

	SECTION 1.	PURPOSE. 

 The Plan
was adopted by the Board of Directors effective March 20, 2009 and amended and restated effective October 21, 2010. The purpose of the Plan is to offer selected service providers the opportunity to acquire equity in the Company through awards of
Options (which may constitute incentive stock options or nonstatutory stock options) and the award or sale of Shares. 
 The
award of Options and the award or sale of Shares under the Plan is intended to be exempt from the securities qualification requirements of the California Corporations Code by satisfying the exemption under section 25102(o) of the California
Corporations Code. However, awards of Options and the award or sale of Shares may be made in reliance upon other state securities law exemptions. To the extent that such other exemptions are relied upon, the terms of this Plan which are included
only to comply with section 25102(o) shall be disregarded to the extent provided in the Stock Option Agreement or Restricted Share Agreement. In addition, to the extent that section 25102(o) or the regulations promulgated thereunder are amended to
delete any requirements set forth in such law or regulations, the terms of this Plan which are included only to comply with section 25102(o) or the regulations promulgated thereunder as in effect prior to any such amendment shall be disregarded to
the extent permitted by applicable law. 
  

	SECTION 2.	DEFINITIONS. 

 2.1
“Board” shall mean the Board of Directors of the Company, as constituted from time to time. 
 2.2
“Change in Control” shall mean the occurrence of any of the following events: 
 (a) The consummation of a
merger or consolidation of the Company with or into another entity or any other corporate reorganization, if persons who were not stockholders of the Company immediately prior to such merger, consolidation or other reorganization own immediately
after such merger, consolidation or other reorganization fifty percent (50%) or more of the voting power of the outstanding securities of each of (A) the continuing or surviving entity and (B) any direct or indirect parent corporation of such
continuing or surviving entity; 
 (b) The consummation of the sale, transfer or other disposition of all or substantially all
of the Company’s assets or the stockholders of the Company approve a plan of complete liquidation of the Company; or 
 (c)
Any “person” (as defined below) who, by the acquisition or aggregation of securities, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company
representing fifty percent (50%) or more of the combined voting power of the Company’s then outstanding securities ordinarily (and apart from rights accruing under special circumstances) having the right to vote at elections of directors (the
“Base Capital Stock”); except that any change in the relative beneficial ownership of the Company’s securities by any person resulting solely from a reduction in the aggregate number of outstanding shares of Base Capital Stock, and
any decrease thereafter in such person’s ownership of securities, shall be disregarded until such person increases in any manner, directly or indirectly, such person’s beneficial ownership of any securities of the Company. 

  
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 For purposes of Section 2.2(c), the term “person” shall have the same meaning as when used
in sections 13(d) and 14(d) of the Exchange Act but shall exclude (1) a trustee or other fiduciary holding securities under an employee benefit plan maintained by the Company or a Parent or Subsidiary and (2) a corporation owned directly or
indirectly by the stockholders of the Company in substantially the same proportions as their ownership of the Stock. 
 Notwithstanding the
foregoing, the term “Change in Control” shall not include (a) a transaction the sole purpose of which is to change the state of the Company’s incorporation, (b) a transaction the sole purpose of which is to form a holding company that
will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction, (c) a transaction the sole purpose of which is to make an initial public offering of the Company’s
Stock or (d) any change in the beneficial ownership of the securities of the Company as a result of a private financing of the Company that is approved by the Board. 
 2.3 “Code”shall mean the Internal Revenue Code of 1986, as amended. 
 2.4 “Committee” shall mean the committee designated by the Board, which is authorized to administer the Plan, as described in Section 3 hereof. 

2.5 “Company” shall mean Veloce Technologies, Inc., a Delaware corporation. 

2.6 “Consultant” shall mean a consultant or advisor who is not an Employee or Outside Director and who performs bona fide
services for the Company, a Parent or Subsidiary. 
 2.7 “Disability” shall mean a condition that renders an
individual unable to engage in substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not
less than twelve (12) months. An individual shall not be deemed to have a Disability until proof of the existence thereof shall have been furnished to the Company in such form and manner, and at such times, as the Board may require. 

2.8 “Employee” shall mean any individual who is a common-law employee of the Company, a Parent or a Subsidiary and who is
an “employee” within the meaning of section 3401(c) of the Code and regulations issued thereunder. 
 2.9
“Exchange Act” shall mean the U.S. Securities and Exchange Act of 1934, as amended. 
 2.10 “Exercise
Price” shall mean the amount for which one Share may be purchased upon the exercise of an Option, as specified in a Stock Option Agreement. 

  
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 2.11 “Fair Market Value” means, with respect to a Share, the market
price of one Share of Stock, determined by the Board in good faith. Such determination shall be conclusive and binding on all persons. 
 2.12 “ISO” shall mean an incentive stock option described in section 422(b) of the Code. 
 2.13 “NSO” shall mean a stock option that is not an ISO. 
 2.14
“Option” shall mean an ISO or NSO granted under the Plan and entitling the holder to purchase Shares. 
 2.15
“Optionee” shall mean an individual or estate that holds an Option. 
 2.16 “Outside Director
”shall mean a member of the Board of the Company, a Parent or a Subsidiary who is not an Employee. 
 2.17
“Parent”shall mean any corporation (other than the Company) in an unbroken chain of corporations ending with the Company, if each of the corporations other than the Company owns stock possessing fifty percent (50%) or more of the
total combined voting power of all classes of stock in one of the other corporations in such chain. A corporation that attains the status of a Parent on a date after the adoption of the Plan shall be considered a Parent commencing as of such date.

 2.18 “Plan”shall mean the Veloce Technologies, Inc. 2009 Stock Incentive Plan, as amended. 

2.19 “Purchase Price” shall mean the consideration for which one Share may be acquired under the Plan (other than upon
exercise of an Option). 
 2.20 “Purchaser” shall mean a person to whom the Board has offered the right to
acquire Shares under the Plan (other than upon exercise of an Option). 
 2.21 “Restricted Share Agreement”
shall mean the agreement between the Company and a Purchaser who acquires Shares under the Plan that contains the terms, conditions and restrictions pertaining to the acquisition of such Shares. 

2.22 “Securities Act” shall mean the U.S. Securities Act of 1933, as amended. 

2.23 “Service”shall mean service as an Employee, a Consultant or an Outside Director, subject to such further limitations
as may be set forth in the applicable Stock Option Agreement or Restricted Share Agreement. Service shall be deemed to continue during a bona fide leave of absence approved by the Company in writing if and to the extent that continued crediting of
Service for purposes of the Plan is expressly required by the terms of such leave or by applicable law, as determined by the Company. However, for purposes of determining whether an Option is entitled to ISO status, and to the extent required under
the Code, an Employee’s employment will be treated as terminating ninety (90) days after such Employee went on leave, unless such Employee’s right to return to active work is guaranteed by law or by a contract or such Employee immediately
returns to active work. The Company determines which leaves count toward Service, and when Service terminates for all purposes under the Plan. 

  
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 2.24 “Share” shall mean one share of Stock, as adjusted in
accordance with Section 9 (if applicable). 
 2.25 “Stock” shall mean the common stock of the Company.

 2.26 “Stock Option Agreement” shall mean the agreement between the Company and an Optionee which contains the
terms, conditions and restrictions pertaining to the Optionee’s Option. 
 2.27 “Subsidiary” means any
corporation (other than the Company) in an unbroken chain of corporations beginning with the Company, if each of the corporations other than the last corporation in the unbroken chain owns stock possessing fifty percent (50%) or more of the total
combined voting power of all classes of stock in one of the other corporations in such chain. A corporation that attains the status of a Subsidiary on a date after the adoption of the Plan shall be considered a Subsidiary commencing as of such date.

 2.28 “Ten-Percent Stockholder” means an individual who owns more than ten percent (10%) of the total combined
voting power of all classes of outstanding stock of the Company, its Parent or any of its Subsidiaries. In determining stock ownership for purposes of this Section 2.28, the attribution rules of section 424(d) of the Code shall be applied.

  

	SECTION 3.	ADMINISTRATION. 


3.1 General Rule. The Plan shall be administered by the Board. However, the Board may delegate any or all administrative functions
under the Plan otherwise exercisable by the Board to one or more Committees. Each Committee shall consist of at least two directors of the Board who have been appointed by the Board. Each Committee shall have the authority and be responsible for
such functions as the Board has assigned to it. If a Committee has been appointed, any reference to the Board in the Plan shall be construed as a reference to the Committee to whom the Board has assigned a particular function. 

3.2 Board Authority and Responsibility. Subject to the provisions of the Plan, the Board shall have full authority and discretion
to take any actions it deems necessary or advisable for the administration of the Plan. All decisions, interpretations and any other actions of the Board with respect to the Plan shall be final and binding on all persons deriving rights under the
Plan. 
  

	SECTION 4.	ELIGIBILITY. 

 4.1
General Rule. Only Employees shall be eligible for the grant of ISOs. Only Employees, Consultants and Outside Directors shall be eligible for the grant of NSOs or the award or sale of Shares. 

  
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	SECTION 5.	STOCK SUBJECT TO PLAN. 

 5.1 Share Limit. Subject to Sections 5.2 and 9, the aggregate number of Shares which may be issued under the Plan shall not exceed
7,725,0001 Shares. The number of Shares which are subject
to Options or other rights outstanding at any time shall not exceed the number of Shares which then remain available for issuance under the Plan. The Company, during the term of the Plan, shall at all times reserve and keep available sufficient
Shares to satisfy the requirements of the Plan. Shares offered under the Plan may be authorized but unissued Shares. 
 5.2
Additional Shares. In the event that any outstanding Option or other right expires or is canceled for any reason, the Shares allocable to the unexercised portion of such Option or other right shall remain available for issuance pursuant to
the Plan. If a Share previously issued under the Plan is reacquired by the Company pursuant to a forfeiture provision, right of repurchase or right of first refusal, then such Share shall again become available for issuance under the Plan; provided,
however, that unless the Share was acquired pursuant to a forfeiture provision, the reissuance of such Share shall reduce the number of Shares which then remain available for issuance under the Plan. In the event that the Company is a party to a
transaction described in Section 9.3 of the Plan, to the extent that any Shares subject to a compensatory stock award not granted under the Plan are forfeited, such Shares shall be returned to the Plan; provided, however, that no more than 4,775,000
Shares may be added to the Plan’s share reserve under this provision. 
  

	SECTION 6.	RESTRICTED SHARES. 


6.1 Restricted Share Agreement. Each award or sale of Shares under the Plan (other than upon exercise of an Option) shall be
evidenced by a Restricted Share Agreement between the Purchaser and the Company. Such award or sale shall be subject to all applicable terms and conditions of the Plan and may be subject to any other terms and conditions imposed by the Board, as set
forth in the Restricted Share Agreement, that are not inconsistent with the Plan. The provisions of the various Restricted Share Agreements entered into under the Plan need not be identical. 

6.2 Duration of Offers and Nontransferability of Purchase Rights. Any right to acquire Shares (other than an Option) shall
automatically expire if not exercised by the Purchaser within thirty (30) days after the Company communicates the grant of such right to the Purchaser. Such right shall be nontransferable and shall be exercisable only by the Purchaser to whom the
right was granted. 
 6.3 Purchase Price. The Board shall determine the amount of the Purchase Price in its sole
discretion. The Purchase Price shall be payable in a form described in Section 8. 
 6.4 Repurchase Rights and Transfer
Restrictions. Each award or sale of Shares shall be subject to such forfeiture conditions, rights of repurchase, rights of first refusal and other transfer restrictions as the Board may determine, subject to the requirements of Section 10. Such
restrictions shall be set forth in the applicable Restricted Share Agreement and shall apply in addition to any restrictions otherwise applicable to holders of Shares generally. 

 

	1	 7,725,000 approved
on November 8, 2010 



  
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	SECTION 7.	STOCK OPTIONS. 


7.1 Stock Option Agreement. Each grant of an Option under the Plan shall be evidenced by a Stock Option Agreement between the
Optionee and the Company. The Option shall be subject to all applicable terms and conditions of the Plan and may be subject to any other terms and conditions imposed by the Board, as set forth in the Stock Option Agreement, which are not
inconsistent with the Plan. The provisions of the various Stock Option Agreements entered into under the Plan need not be identical. 
 7.2 Number of Shares; Kind of Option. Each Stock Option Agreement shall specify the number of Shares that are subject to the Option and shall provide for the adjustment of such number in accordance
with Section 9. The Stock Option Agreement shall also specify whether the Option is intended to be an ISO or an NSO. 
 7.3
Exercise Price. Each Stock Option Agreement shall set forth the Exercise Price, which shall be payable in a form described in Section 8. Subject to the following requirements, the Exercise Price under any Option shall be determined by the
Board in its sole discretion: 
 (a) Minimum Exercise Price for ISOs. The Exercise Price per Share of an ISO shall not be
less than one hundred percent (100%) of the Fair Market Value of a Share on the date of grant; provided, however, that the Exercise Price per Share of an ISO granted to a Ten-Percent Stockholder shall not be less than one hundred ten percent (110%)
of the Fair Market Value of a Share on the date of grant. 
 (b) Minimum Exercise Price for NSOs. The Exercise Price per
Share of an NSO shall not be less than one-hundred percent (100%) of the Fair Market Value of a Share on the date of grant. 

7.4 Term. Each Stock Option Agreement shall specify the term of the Option. The term of an Option shall in no event exceed ten (10)
years from the date of grant. The term of an ISO granted to a Ten-Percent Stockholder shall not exceed five (5) years from the date of grant. Subject to the foregoing, the Board in its sole discretion shall determine when an Option shall expire.

 7.5 Exercisability. Each Stock Option Agreement shall specify the date when all or any installment of the Option is to
become exercisable; provided, however, that no Option shall be exercisable unless the Optionee has delivered to the Company an executed copy of the Stock Option Agreement. Subject to the following restrictions, the Board in its sole discretion shall
determine when all or any installment of an Option is to become exercisable and may, in its discretion, provide for accelerated exercisability in the event of a Change in Control or other events: 

(a) Options Granted to Outside Directors. The exercisability of an Option granted to an Optionee for service as an Outside
Director shall be automatically accelerated in full in the event of a Change in Control. 

  
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 (b) Early Exercise. A Stock Option Agreement may permit the Optionee to
exercise the Option as to Shares that are subject to a right of repurchase by the Company in accordance with the requirements of Section 10.1. 
 7.6 Repurchase Rights and Transfer Restrictions. Shares purchased on exercise of Options shall be subject to such forfeiture conditions, rights of repurchase, rights of first refusal and other
transfer restrictions as the Board may determine, subject to the requirements of Section 10. Such restrictions shall be set forth in the applicable Stock Option Agreement and shall apply in addition to any restrictions otherwise applicable to
holders of Shares generally. 
 7.7 Transferability of Options. During an Optionee’s lifetime, his or her Options
shall be exercisable only by the Optionee or by the Optionee’s guardian or legal representatives, and shall not be transferable other than by beneficiary designation, will or the laws of descent and distribution. Notwithstanding the foregoing,
however, to the extent permitted by the Board in its sole discretion, an NSO may be transferred by the Optionee to a revocable trust or to one or more family members or a trust established for the benefit of the Optionee and/or one or more family
members to the extent permitted by section 260.140.41(c) of Title 10 of the California Code of Regulations and Rule 701 of the Securities Act. 
 7.8 Exercise of Options on Termination of Service. Each Option shall set forth the extent to which the Optionee shall have the right to exercise the Option following termination of the
Optionee’s Service. Each Stock Option Agreement shall provide the Optionee with the right to exercise the Option following the Optionee’s termination of Service during the Option term, to the extent the Option was exercisable for vested
Shares upon termination of Service, for at least thirty (30) days if termination of Service is due to any reason other than cause, death or Disability, and for at least six (6) months after termination of Service if due to death or Disability (but
in no event later than the expiration of the Option term). If the Optionee’s Service is terminated for cause, the Stock Option Agreement may provide that the Optionee’s right to exercise the Option terminates immediately on the effective
date of the Optionee’s termination. To the extent the Option was not exercisable for vested Shares upon termination of Service, the Option shall terminate when the Optionee’s Service terminates. Subject to the foregoing, such provisions
shall be determined in the sole discretion of the Board, need not be uniform among all Options issued pursuant to the Plan, and may reflect distinctions based on the reasons for termination of Service. 

7.9 No Rights as a Stockholder. An Optionee, or a transferee of an Optionee, shall have no rights as a stockholder with respect to
any Shares covered by the Option until such person becomes entitled to receive such Shares by filing a notice of exercise and paying the Exercise Price pursuant to the terms of the Option. No adjustments shall be made, except as provided in Section
9. 
 7.10 Modification, Extension and Renewal of Options. Within the limitations of the Plan, the Board may modify,
extend or renew outstanding Options or may accept the cancellation of outstanding Options (to the extent not previously exercised), whether or not granted hereunder, in return for the grant of new Options for the same or a different number of Shares
and at the same or a different Exercise Price. The foregoing notwithstanding, no modification of an Option shall, without the consent of the Optionee, materially impair his or her rights or increase the Optionee’s obligations under such Option.


  
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 7.11 Incentive Stock Option $100,000 Limitation. To the extent that the
aggregate Fair Market Value (determined at the time of grant) of Stock with respect to which ISOs are exercisable for the first time by any Optionee during any calendar year (under all plans of the Company and its Parents and Subsidiaries) exceeds
one hundred thousand dollars ($100,000), the Options or portions thereof which exceed such limit (according to the order in which they were granted) shall be treated as NSOs. 

 

	SECTION 8.	PAYMENT FOR SHARES. 


8.1 General. The entire Purchase Price or Exercise Price of Shares issued under the Plan shall be payable in cash, cash equivalents
or one of the other forms provided in this Section 8. 
 8.2 Surrender of Stock. To the extent permitted by the Board in
its sole discretion, payment may be made in whole or in part by surrendering (in good form for transfer), or attesting to ownership of, Shares which have already been owned by the Optionee; provided, however, that payment may not be made in such
form if such action would cause the Company to recognize any (or additional) compensation expense with respect to the Option for financial reporting purposes. Such Shares shall be valued at their Fair Market Value on the date of Option exercise.

 8.3 Services Rendered. As determined by the Board in its discretion, Shares may be awarded under the Plan in
consideration of past services rendered to the Company, a Parent or Subsidiary. 
 8.4 Promissory Notes. To the extent
permitted by the Board in its sole discretion, payment may be made in whole or in part with a full-recourse promissory note executed by the Optionee or Purchaser. The interest rate payable under the promissory note shall not be less than the minimum
rate required to avoid the imputation of income for U.S. federal income tax purposes. Shares shall be pledged as security for payment of the principal amount of the promissory note, and interest thereon; provided that if the Optionee or Purchaser is
a Consultant, such note must be collateralized with such additional security to the extent required by applicable laws. In no event shall the stock certificate(s) representing such Shares be released to the Optionee or Purchaser until such note is
paid in full. Subject to the foregoing, the Board shall determine the term, interest rate and other provisions of the note. 

8.5 Exercise/Sale. To the extent permitted by the Board in its sole discretion, and if a public market for the Shares exists,
payment may be made in whole or in part by delivery (on a form prescribed by the Company) of an irrevocable direction to a securities broker approved by the Company to sell Shares and to deliver all or part of the sale proceeds to the Company in
payment of all or part of the Exercise Price and any withholding taxes. 

  
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 8.6 Exercise/Pledge. To the extent permitted by the Board in its sole
discretion, and if a public market for the Shares exists, payment may be made in whole or in part by delivery (on a form prescribed by the Company) of an irrevocable direction to a securities broker or lender approved by the Company to pledge
Shares, as security for a loan, and to deliver all or part of the loan proceeds to the Company in payment of all or part of the Exercise Price and any withholding taxes. 
 8.7 Other Forms of Payment. To the extent permitted by the Board in its sole discretion, payment may be made in any other form that is consistent with applicable laws, regulations and rules.

  

	SECTION 9.	ADJUSTMENT OF SHARES. 

 9.1 General. In the event of a subdivision of the outstanding Stock, a declaration of a dividend payable in Shares, a declaration of an extraordinary dividend payable in a form other than Shares in
an amount that has a material effect on the Fair Market Value of the Stock, a combination or consolidation of the outstanding Stock into a lesser number of Shares, a recapitalization, a spin-off, a reclassification, or a similar occurrence, the
Board shall make equitable adjustments to the following for the purpose of avoiding any enlargement or dilution of the benefits or potential benefits intended to be made available under the Plan or with respect to an Option: (i) the number of
Shares available for future awards under Section 5, the maximum number of Shares that may be added back to the share reserve under Section 5.2 in the event of the occurrence of an event described in Section 9.3 below; (ii) the number of Shares
covered by each outstanding Option; (iii) the Exercise Price under each outstanding Option; and (iv) the price of Shares subject to the Company’s right of repurchase. 

9.2 Dissolution or Liquidation. To the extent not previously exercised or settled, Options shall terminate immediately prior to the
dissolution or liquidation of the Company. 
 9.3 Mergers and Consolidations. In the event that the Company is a party to
a merger or other consolidation, or in the event of a transaction providing for the sale of all or substantially all of the Company’s stock or assets, outstanding Options shall be subject to the agreement of merger, consolidation or sale. Such
agreement may provide for one or more of the following: (i) the continuation of the outstanding Options by the Company, if the Company is a surviving corporation; (ii) the assumption of the Plan and outstanding Options by the surviving
corporation or its parent; (iii) the substitution by the surviving corporation or its parent of options with substantially the same terms for such outstanding Options; (iv) immediate exercisability of such outstanding Options followed by
the cancellation of such Options; or (v) settlement of the intrinsic value of the outstanding Options (whether or not then exercisable) in cash or cash equivalents or equity or consideration provided to the holders of shares of outstanding
Stock (including cash or equity subject to deferred vesting and delivery consistent with the vesting restrictions applicable to such Options or the underlying Shares) followed by the cancellation of such Options; in each case without the
Optionee’s consent. Such agreement may also provide that the realization of value from outstanding Options and other award or sale of Shares under the Plan may be subject to some or all of the conditions and restrictions imposed on the holders
of shares of outstanding Stock under such agreement. 

  
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 9.4 Reservation of Rights. Except as provided in this Section 9, an Optionee
or offeree shall have no rights by reason of any subdivision or consolidation of shares of stock of any class, the payment of any dividend or any other increase or decrease in the number of shares of stock of any class. Any issuance by the Company
of shares of stock of any class, or securities convertible into shares of stock of any class, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number or Exercise Price of Shares subject to an Option. The grant
of an Option pursuant to the Plan shall not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations or changes of its capital or business structure, to merge or consolidate or to dissolve,
liquidate, sell or transfer all or any part of its business or assets. 
  

	SECTION 10.	REPURCHASE RIGHTS. 


10.1 Company’s Right To Repurchase Shares. The Company shall have the right to repurchase Shares that have been acquired
through an award or sale of Shares or exercise of an Option upon termination of the Purchaser’s or Optionee’s Service if provided in the applicable Restricted Share Agreement or Stock Option Agreement. The Board in its sole discretion
shall determine when the right to repurchase shall lapse as to all or any portion of the Shares, and may, in its discretion, provide for accelerated vesting in the event of a Change in Control or other events; provided, however, that the right to
repurchase shall lapse as to all of the Shares issued to an Outside Director for service as an Outside Director in the event of a Change in Control. 
  

	SECTION 11.	WITHHOLDING AND OTHER TAXES. 

 11.1 General. An Optionee or Purchaser or his or her successor shall pay, or make arrangements satisfactory to the Board for the satisfaction of, any federal, state, local or foreign withholding
tax obligations that may arise in connection with the Plan. The Company shall not be required to issue any Shares or make any cash payment under the Plan until such obligations are satisfied. 

11.2 Share Withholding. The Board may permit an Optionee or Purchaser to satisfy all or part of his or her withholding or income
tax obligations by having the Company withhold all or a portion of any Shares that would otherwise would be issued to him or her upon exercise of an Option, or by surrendering all or a portion of any Shares that he or she previously acquired;
provided, however, that in no event may an Optionee or Purchaser surrender Shares in excess of the legally required withholding amount based on the minimum statutory withholding rates for federal and state tax purposes that apply to supplemental
taxable income. Such Shares shall be valued at their Fair Market Value on the date when taxes otherwise would be withheld in cash. Any payment of taxes by assigning Shares to the Company may be subject to restrictions, including any restrictions
required by rules of any federal or state regulatory body or other authority. All elections by Optionees or Purchasers to have Shares withheld for this purpose shall be made in such form and under such conditions as the Board may deem necessary or
advisable. 

  
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 11.3 Cashless Exercise/Pledge. The Board may provide that if Company Shares
are publicly traded at the time of exercise, arrangements may be made to meet the Optionee’s or Purchaser’s withholding obligation by cashless exercise or pledge. 
 11.4 Other Forms of Payment . The Board may permit such other means of tax withholding as it deems appropriate. 
 11.5 Employer Fringe Benefit Taxes. To the extent permitted by applicable federal, state, local and foreign law, an Optionee or Purchaser shall be liable for any fringe benefit tax that may be
payable by the Company and/or the Optionee’s or Purchaser’s employer in connection with any award granted to the Optionee or Purchaser under the Plan, which the Company and/or employer may collect by any reasonable method established by
the Company and/or employer. 
  

	SECTION 12.	SECURITIES LAW REQUIREMENTS. 

 12.1 General. Shares shall not be issued under the Plan unless the issuance and delivery of such Shares complies with (or is exempt from) all applicable requirements of law, including (without
limitation) the Securities Act, the rules and regulations promulgated thereunder, state securities laws and regulations, and the regulations of any stock exchange or other securities market on which the Company’s securities may then be listed.

 12.2 Dividend Rights. A Restricted Share Agreement may require that the holders of Shares invest any cash dividends
received in additional Shares. Such additional Shares shall be subject to the same conditions and restrictions as the award with respect to which the dividends were paid. 

 

	SECTION 13.	SECTION 409A. 


Notwithstanding anything in the Plan to the contrary, it is the intent of the Company that all Options granted under this Plan shall not
cause an imposition of the additional taxes provided for in Section 409A of the Code or the final regulations promulgated thereunder; furthermore, it is the intent of the Company that the Plan shall be administered so that the additional taxes
provided for in Section 409A of the Code and the final regulations promulgated thereunder are not imposed. Any provision that would cause the Plan or any Option granted hereunder to fail to satisfy Section 409A shall have no force or effect until
amended to comply with Section 409A, which amendment may be retroactive to the extent permitted by Section 409A. The Board shall have the authority to unilaterally amend the Plan and any Stock Option Agreement as it determines in good faith is
necessary or desirable to allow any Options to avoid the imposition of additional tax liabilities under Section 409A to the extent permitted by Section 409A. 
  

	SECTION 14.	NO RETENTION RIGHTS. 

 No provision of the Plan, or any right or Option granted under the Plan, shall be construed to give any Optionee or Purchaser any right to become an Employee, to be treated as an Employee, or to continue
in Service for any period of time, or restrict in any way the rights of the Company (or Parent or subsidiary to whom the Optionee or Purchaser provides Service), which rights are expressly reserved, to terminate the Service of such person at any
time and for any reason, with or without cause, without thereby incurring any liability to him or her. 

  
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	SECTION 15.	DURATION AND AMENDMENTS. 

 15.1 Term of the Plan. The Plan, as set forth herein, shall become effective on the date of its adoption by the Board, subject to the approval of the Company’s stockholders. In the event that
the stockholders fail to approve the Plan within twelve (12) months before or after its adoption by the Board, any grants, exercises or sales that have already occurred under the Plan shall be rescinded, and no additional grants, exercises or sales
shall be made under the Plan after such date. The Plan shall terminate at the end of the day before the tenth (10th) anniversary of the date the Plan is adopted by the Board or approved by the stockholders of the Company, whichever is earlier. The
Plan may be terminated on any earlier date pursuant to Section 15.2 below. 
 15.2 Right to Amend or Terminate the Plan.
The Board may amend, suspend, or terminate the Plan at any time and for any reason. However, except as provided in Section 9, no amendment shall be effective unless approved by the stockholders of the Company to the extent stockholder approval
is necessary to satisfy the requirements of Section 422 of the Code, any applicable state corporate or securities law requirements, or any securities exchange listing requirements. 

15.3 Effect of Amendment or Termination. No Shares shall be issued or sold under the Plan after the termination thereof, except
upon exercise of an Option granted prior to such termination. The termination of the Plan, or any amendment thereof, shall not adversely affect any Shares previously issued or any Option previously granted under the Plan without the holder’s
consent. 
  

	SECTION 16.	EXECUTION. 

 To
record the adoption of the Plan by the Board on October 21, 2010, effective on such date, the Company has caused its authorized officer to execute the same. 

 

			
		
	Signed:	 	/s/ Jeffrey S. Harrell
	Name:	 	Jeffrey S. Harrell
	Title:	 	Secretary
	Company:	 	Veloce Technologies, Inc.



  
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