Exhibit 10.1



ACCOLADE, INC.   AMENDED AND RESTATED 2007 STOCK OPTION PLAN AS AMENDED AND RESTATED EFFECTIVE   APRIL 25, 2014 ARTICLE ONE GENERAL PROVISIONS I. PURPOSE OF THE PLAN This   Amended and Restated 2007 Stock Option Plan is intended to promote the   interests of Accolade, Inc., successor-in-interest to Accolade LLC (the   “Company”), by providing eligible persons with the opportunity to acquire a   proprietary interest, or otherwise increase their proprietary interest, in   the Company as an incentive for them to remain in the service of the Company.   Capitalized terms herein shall have the meanings assigned to such terms in   the attached Appendix. II. STRUCTURE OF THE PLAN The Plan shall be an Equity   Grant Program under which eligible persons may, at the discretion of the Plan   Administrator, be granted Awards. Each option for Common Shares issued under   the Accolade LLC 2007 Stock Option Plan (the “Existing Plan”) remains   outstanding and continues to represent an option for the purchase of shares   of Common Stock under the Plan on the same terms and conditions as such   option was subject to under the Existing Plan including without limitation,   the same number of shares, exercise price, vesting conditions, forfeiture,   termination and other restrictions. III. ADMINISTRATION OF THE PLAN A. The   Plan shall be administered by the Board. However, any or all administrative   functions otherwise exercisable by the Board may be delegated to the   Committee. Members of the Committee shall serve for such period of time as   the Board may determine and shall be subject to removal by the Board at any   time. The Board may also at any time terminate the functions of the Committee   and reassume all powers and authority previously delegated to the Committee.   B. The Plan Administrator shall have full power and authority (subject to the   provisions of the Plan) to establish such rules and regulations as it may   deem appropriate for proper administration of the Plan and to make such   determinations under, and issue such interpretations of, the Plan and any   outstanding Awards thereunder as it may deem necessary or advisable.   Decisions of the Plan Administrator shall be final and binding on all parties   who have an interest in the Plan or any Award thereunder. 


    




 










IV. ELIGIBILITY   A. The persons eligible to participate in the Plan are as follows: (1)   Employees; (2) non-employee members of the Board or the non-employee members   of the board of directors of any Subsidiary; and (3) consultants and other   independent advisors who provide services to the Company (or any Subsidiary).   B. The Plan Administrator shall have full authority to determine which   eligible persons are to receive Awards, the time or times when such Awards   are to be made, the number of shares to be covered by each such Award, the   status of a granted option as either an Incentive Option or a Non-Statutory   Option, the time or times at which an option is to become exercisable, the   vesting schedule (if any) applicable to the Awards and the maximum term for   which an option is to remain outstanding. C. The Plan Administrator shall   have the absolute discretion to grant Awards in accordance with the Equity   Grant Program. V. STOCK SUBJECT TO THE PLAN A. The shares issuable under the   Plan shall be shares of authorized but unissued or reacquired Common Stock.   The maximum number of shares of Common Stock which may be issued over the   term of the Plan shall not exceed 14,822,787 shares. B. Shares of Common   Stock subject to Awards shall be available for subsequent issuance under the   Plan to the extent that (i) in the case of options, the options expire or   terminate for any reason prior to exercise in full, (ii) in the case of   Restricted Stock, the Restricted Stock is cancelled or forfeited for any   reason, or (iii) the Awards are cancelled in accordance with the   cancellation-regrant provisions of Article Two. Shares issued under the Plan   and subsequently repurchased by the Company pursuant to the Company’s   repurchase rights under the Plan shall also be available for reissuance   through one or more subsequent Award grants under the Plan. C. Should any   change be made to the Common Stock by reason of any stock split, stock   dividend, recapitalization, combination of shares, exchange of shares or   other change affecting the outstanding Common Stock as a class without the   Company’s receipt of consideration, appropriate adjustments shall be made to   (i) the maximum number and/or class of securities issuable under the Plan and   (ii) the number and/or class of securities and the exercise price per share   (as applicable) in effect under each outstanding Award in order to prevent   the dilution or enlargement of benefits thereunder. The adjustments   determined by the Plan Administrator shall be final, binding and conclusive.   In no event shall any such adjustments be made in connection with the   conversion of one or more outstanding shares of preferred stock of the   Company into shares of Common Stock. -2- 


    




 










ARTICLE TWO   EQUITY GRANT PROGRAM I. OPTION TERMS Each option shall be evidenced by one or   more documents in the form approved by the Plan Administrator; provided,   however, that each such document shall comply with the terms specified below.   Each document evidencing an Incentive Option shall, in addition, be subject   to the provisions of the Plan applicable to such options. A. Exercise Price.   (1) The exercise price per share shall be fixed by the Plan Administrator and   may be equal to, less than or greater than the Fair Market Value per share of   Common Stock on the option grant date. (2) The exercise price shall become   immediately due upon exercise of the option and shall, subject to the   provisions of Section I of Article Three and the documents evidencing the   option, be payable in cash or check made payable to the Company. Should the   Common Stock be registered under Section 12(g) of the 1934 Act at the time   the option is exercised, then the exercise price may also be paid as follows:   a) in shares of Common Stock held for the requisite period necessary to avoid   a charge to the Company’s earnings for financial reporting purposes and   valued at Fair Market Value on the Exercise Date, or b) to the extent the   option is exercised for vested shares, through a special sale and remittance   procedure pursuant to which the Participant shall concurrently provide   irrevocable written instructions (i) to a Company-designated brokerage firm   to effect the immediate sale of the purchased shares and remit to the   Company, out of the sale proceeds available on the settlement date,   sufficient funds to cover the aggregate exercise price payable for the   purchased shares plus all applicable Federal, state and local income and   employment taxes required to be withheld by the Company by reason of such   exercise and (ii) to the Company to deliver the certificates for the   purchased shares directly to such brokerage firm in order to complete the   sale. Except to the extent such sale and remittance procedure is utilized,   payment of the exercise price of the purchased shares must be made on the   Exercise Date. B. Exercise and Term of Options. Each option shall be   exercisable at such time or times, during such period and for such number of   shares as shall be determined by the Plan Administrator and set forth in the   documents evidencing the option. However, no option shall have a term in   excess of ten (10) years measured from the option grant date. If no vesting   schedule is specified by the Plan Administrator, (i) the Participant shall   vest in twenty-five percent (25%) of the shares of Common Stock issuable upon   exercise of an option upon -3- 


    




 










completion of   one (1) year of continuous Service from the vesting commencement date   specified by the Plan Administrator and (ii) the Participant shall vest in   the balance of such shares in a series of equal installments of 1/48 of the   shares subject to the initial grant on a monthly basis upon the Participant’s   completion of each successive month of Service within the thirty-six (36)   month period beginning on the first anniversary of the initial vesting   commencement date. C. Effect of Termination of Service. (1) The following   provisions shall govern the exercise of any options held by the Participant   at the time of cessation of Service: a) Any option outstanding at the time of   the Participant’s cessation of Service for any reason shall remain exercisable   for a period of forty-five (45) days thereafter, except as otherwise   determined by the Plan Administrator and set forth in the documents   evidencing the option, but no such option shall be exercisable after the   expiration of the option term. b) During the applicable post-Service exercise   period, the option may not be exercised in the aggregate for more than the   number of vested shares for which the option is exercisable on the date of   the Participant’s cessation of Service. Upon the expiration of the applicable   exercise period or (if earlier) upon the expiration of the option term, the   option shall terminate and cease to be outstanding for any vested shares for   which the option has not been exercised. However, the option shall,   immediately upon the Participant’s cessation of Service, terminate and cease   to be outstanding to the extent the option is not otherwise at that time   exercisable for vested shares. c) The effect which death, Disability,   Involuntary Termination or other event designated by the Plan Administrator   is to have on the vesting schedule shall be determined by the Plan   Administrator and incorporated into the Stock Option Agreement and shall   supersede any provisions to the contrary in this section. d) In the event of   an Involuntary Termination following a Company Transaction, the provisions of   Section III of this Article Two shall govern the period for which the   outstanding options are to remain exercisable following the Participant’s   cessation of Service and shall supersede any provisions to the contrary in   this section. (2) The Plan Administrator shall have the discretion,   exercisable either at the time an option is granted or at any time while the   option remains outstanding, to: a) extend the period of time for which the   option is to remain exercisable following Participant’s cessation of Service   from the limited period otherwise in effect for that option to such greater   period of time as the Plan Administrator shall deem appropriate, but in no   event beyond the expiration of the option term, and/or -4- 


    




 










b) permit the   option to be exercised, during the applicable post-Service exercise period,   not only with respect to the number of vested shares of Common Stock for   which such option is exercisable at the time of the Participant’s cessation   of Service but also with respect to one or more additional installments in   which the Participant would have vested under the option had the Participant   continued in Service. D. Shareholder Rights. The holder of an option shall   have no shareholder rights with respect to the shares subject to the option   until such person shall have exercised the option, paid the exercise price   and become a holder of record of the purchased shares and, unless otherwise   specified by the Plan Administrator, until such shares shall have vested. E.   Repurchase Rights. The Plan Administrator shall have the discretion to grant   options which are exercisable for vested or unvested shares of Common Stock.   Should the Participant cease Service while holding such shares, the Company   shall have the right to repurchase in the case of vested shares at Fair   Market Value and in the case of unvested shares at the exercise price paid   per share or, if less, Fair Market Value. The terms upon which such   repurchase right shall be exercisable (including the period and procedure for   exercise and the appropriate vesting schedule for the purchased shares) shall   be established by the Plan Administrator and set forth in the document   evidencing such repurchase right. F. Shareholder Agreements. Each Participant   shall, upon and as a condition to the receipt of any shares of Common Stock   issued upon the exercise of any options granted under the Plan, become a   party to an Investor Rights Agreement, Right of First Refusal and Co-Sale   Agreement and Registration Rights Agreement dated as of June 14, 2010 between   the Company and holders of capital stock in the Company party thereto, as   amended and/or restated from time to time, and agree to be bound by all terms   and conditions set forth therein. G. Limited Transferability of Shares. Until   such time as the Common Stock is first registered under Section 12(g) of the   1934 Act, the Board shall have the right to consent in its absolute   discretion to any proposed disposition by the Participant (or any successor   in interest) of any shares of Common Stock issued under the Plan. H. Limited   Transferability of Options. During the lifetime of the Participant, the   option shall be exercisable only by the Participant and shall not be   assignable or transferable other than by will or by the laws of descent and   distribution following the Participant’s death. I. Withholding.The Company’s   obligation to deliver shares of Common Stock upon the exercise of any options   granted under the Plan shall be subject to the satisfaction of all applicable   Federal, state and local income and employment tax withholding requirements.   II. INCENTIVE OPTIONS The terms specified below shall be applicable to all   Incentive Options. Except as modified by the provisions of this Section II,   all the provisions of the Plan shall be applicable to Incentive Options.   Options which are specifically designated as Non-Statutory Options shall not   be subject to the terms of this Section II. -5- 


    




 










A. Eligibility.   Incentive Options may only be granted to Employees. B. Exercise Price. The   exercise price per share shall not be less than one hundred percent (100%) of   the Fair Market Value per share of Common Stock on the option grant date. C.   Dollar Limitation. The aggregate Fair Market Value of the shares of Common   Stock (determined as of the respective date or dates of grant) for which one   or more options granted to any Employee under the Plan (or any other option   plan of the Company or any Subsidiary) may for the first time become   exercisable as Incentive Options during any one (1) calendar year shall not   exceed the sum of One Hundred Thousand Dollars ($100,000). To the extent the   Employee holds two (2) or more such options which become exercisable for the   first time in the same calendar year, the foregoing limitation on the exercisability   of such options as Incentive Options shall be applied on the basis of the   order in which such options are granted. D. 10% Shareholders. If any Employee   to whom an Incentive Option is granted is a 10% Shareholder, then the   exercise price per share shall not be less than one hundred ten percent   (110%) of the Fair Market Value per share of Common Stock on the option grant   date and the option term shall not exceed five (5) years measured from the   option grant date. III. RESTRICTED STOCK The terms specified below shall be   applicable to all Restricted Stock. Except as modified by the provisions of   this Section III, all the provisions of the Plan shall be applicable to   Restricted Stock A. Issuance.Restricted Stock may be issued either alone or   in conjunction with other Awards. The Board will determine the time or times   within which Restricted Stock may be subject to forfeiture, and all other   conditions of such Awards. B. Awards and Certificates. Restricted Stock issue   shall be evidenced by one or more documents in the form approved by the Plan   Administrator; provided, however, that each document shall comply with the   terms specified below. The purchase price for Restricted Stock may, but need   not, be zero. Any share certificate issued in connection with an Award of   Restricted Stock will be registered in the name of the Participant receiving   the Award, and will bear any legend required by the document evidencing the   Award or any shareholder, voting or similar agreement entered into by the   stockholders of the Company. Share certificates evidencing Restricted Stock   will be held in custody by the Company or in escrow by an escrow agent until   the restrictions have lapsed. As a condition to any Restricted Stock award,   the Participant may be required to deliver to the Company a share power,   endorsed in blank, relating to the Shares covered by such Award. C.   Restrictions and Conditions. Restricted Stock will be subject to the   following restrictions and conditions, and any other restrictions and   conditions set forth in the applicable document evidencing the Award. -6- 


    




 










(1)During a   period commencing with the date of an Award of Restricted Stock and ending at   such time or times as specified by the Board (the “Restriction Period”), the   Participant will not be permitted to sell, transfer, pledge, assign or   otherwise encumber Restricted Stock awarded under the Plan. The Board may   condition the lapse of restrictions on Restricted Stock upon the continued   employment or service of the recipient, the attainment of specified   individual or corporate performance goals, or such other factors as the Board   may determine, in its sole and absolute discretion. (2) Except as provided in   this Paragraph (2) or the applicable document evidencing the award, the   Participant will have, with respect to the Restricted Stock, all of the   rights of a holder of the Company’s Common Stock, including the right to   receive any cash distributions or dividends. The Board, in its sole   discretion, may require cash distributions or dividends to be subjected to   the same Restriction Period as is applicable to the Restricted Stock with   respect to which such amounts are paid, or, if the Board so determines,   reinvested in additional Restricted Stock to the extent Shares are available   under Section V(A) of Article One. Any distributions or dividends paid in the   form of securities with respect to Restricted Stock will be subject to the   same terms and conditions as the Restricted Stock with respect to which they   were paid, including, without limitation, the same Restriction Period. (3)   Subject to the applicable provisions of the document evidencing the Award, if   a Participant’s service with the Company terminates prior to the expiration   of the Restriction Period, all of that Participant’s Restricted Stock which   then remain subject to forfeiture will then be forfeited automatically. (4)   If any when the Restriction Period expires without a prior forfeiture of the   Restricted Stock subject to such Restriction Period (or if and when the   restrictions applicable to Restricted Stock are removed pursuant to a Company   Transaction or otherwise), any certificates for such Shares will be replaced   with new certificates, without the restrictive legend applicable to such   lapsed restrictions, and such new certificates will be promptly delivered to   the Participant, the Participant’s representative (if the Participant has   suffered a Disability), or the Participant’s estate or heir (if the   Participant has died). D. Repurchase Rights. Should the Participant cease   Service while holding shares of Restricted Stock, the Company shall have the   right to repurchase the Common Stock, in the case of vested shares, at Fair   Market Value and, in the case of unvested shares, the lesser of the original   purchase price paid per share or Fair Market Value. The terms upon which such   repurchase right shall be exercisable (including the period and procedure for   exercise and the appropriate vesting schedule for the purchased shares) shall   be established by the Plan Administrator and set forth in the document   evidencing such repurchase right. E. Shareholder Agreements. Each Participant   shall, upon and as a condition to the receipt of any shares of Common Stock   issued pursuant to any Award granted under the Plan, become a party to an   Investor Rights Agreement, Right of First Refusal and Co-Sale Agreement and   Registration Rights Agreement dated as of June 14, 2010 between the Company   and holders -7- 


    




 










of capital   stock in the Company party thereto, as amended and/or restated from time to   time, and agree to be bound by all terms and conditions set forth therein. F.   Limited Transferability of Shares. Until such time as the Common Stock is   first registered under Section 12(g) of the 1934 Act, the Board shall have   the right to consent in its absolute discretion to any proposed disposition   by the Participant (or any successor in interest) of any shares of Common   Stock issued under the Plan. G. Withholding.The Company’s obligation to   deliver shares of Common Stock upon the exercise of any Award granted under   the Plan shall be subject to the satisfaction of all applicable Federal,   state and local income and employment tax withholding requirements. IV.   COMPANY TRANSACTION A. In the event of any Company Transaction, each   outstanding Award shall be (i) assumed by the successor entity (or parent   thereof), (ii) in the case of an option, replaced with a comparable option to   purchase shares of the successor entity (or parent thereof) or with a cash   incentive program of the successor entity which preserves the spread existing   on the unvested option shares at the time of the Company Transaction and   provides for subsequent payout in accordance with the same vesting schedule   applicable to such option, or (iii) in the case of Restricted Stock,   cancelled in exchange for restricted stock with respect to the capital stock   of the successor entity (or parent thereof). The determination of option   comparability under clause (ii) above shall be made by the Plan   Administrator, and its determination shall be final, binding and conclusive.   However, to the extent the successor entity (or parent thereof) does not   effect such assumption or replacement, each outstanding option shall   automatically accelerate so that each such option shall, immediately prior to   the effective date of the Company Transaction, become fully exercisable for   all of the shares of Common Stock at the time subject to such option and may   be exercised for any or all of those shares as fully-vested shares of Common   Stock. B. All outstanding repurchase rights shall also be assigned to the   successor entity (or parent thereof) in the event of any Company Transaction.   However, to the extent the successor entity (or parent thereof) does not   accept such assignment, the outstanding repurchase rights shall terminate   automatically, and the shares of Common Stock subject to those terminated   rights shall immediately vest in full, upon the consummation of the Company   Transaction, except to the extent such accelerated vesting is precluded by   other limitations imposed by the Plan Administrator at the time the   repurchase right is issued. C. Unless otherwise provided by the Plan   Administrator, immediately following the consummation of the Company   Transaction, all outstanding options shall terminate and cease to be outstanding,   except to the extent assumed by the successor entity (or parent thereof). D.   Each option which is assumed in connection with a Company Transaction shall   be appropriately adjusted, immediately after such Company Transaction, to   apply to the number and class of securities which would have been issuable to   the Participant in consummation of such Company Transaction, had the option   been exercised immediately prior to such Company Transaction. Appropriate   adjustments shall also be made to (i) the number and class of securities -8- 


    




 










available for   issuance under the Plan following the consummation of such Company   Transaction and (ii) the exercise price payable per share under each   outstanding option, provided the aggregate exercise price payable for such   securities shall remain the same. E. The Plan Administrator shall have the   discretion, exercisable either at the time an option is granted or at any   time while an option remains outstanding, to provide for the automatic   acceleration, in whole or in part, of one or more outstanding options (and   the automatic termination, in whole or in part, of one or more outstanding   repurchase rights, with the immediate vesting of the shares of Common Stock   subject to those terminated rights) upon the occurrence of a Company   Transaction, whether or not those options are to be assumed or replaced (or   those repurchase rights are to be assigned) in the Company Transaction. In   the case of Restricted Stock, the Plan Administrator shall have the   discretion to cause any or all outstanding Restricted Stock to become   non-forfeitable, in whole or in part, upon the occurrence of a Company   Transaction, whether or not the Restricted Stock is to be assumed or   exchanged in the Company Transaction. F. The Plan Administrator shall also   have full power and authority to grant options under the Plan which will   automatically accelerate in whole or in part should the Participant’s Service   subsequently terminate by reason of an Involuntary Termination within a   designated period (not to exceed twelve (12) months) following the effective   date of any Company Transaction in which those options are assumed or   replaced and do not otherwise accelerate. Any options so accelerated shall   remain exercisable for fully-vested shares until the earlier of (i) the   expiration of the option term or (ii) the expiration of the ninety (90) day   period measured from the effective date of the Involuntary Termination. In   addition, the Plan Administrator may provide that one or more of the   Company’s outstanding repurchase rights with respect to shares held by the   Participant at the time of such Involuntary Termination shall immediately   terminate in whole or in part, and the shares subject to those terminated   rights shall accordingly vest. In the case of Restricted Stock, the Plan   Administrator shall also have full power and authority to grant Restricted   Stock under the Plan which will automatically become non-forfeitable in whole   or in part should the Participant’s Service subsequently terminate by reason   of an Involuntary Termination within a designated period (not to exceed   twelve (12) months) following the effective date of any Company Transaction   in which Restricted Stock is not assumed or exchanged and does not otherwise   become non-forfeitable. G. The portion of any Incentive Option accelerated in   connection with a Company Transaction shall remain exercisable as an   Incentive Option only to the extent the applicable One Hundred Thousand   Dollar ($100,000) limitation is not exceeded. To the extent such dollar   limitation is exceeded, the accelerated portion of such option shall be   exercisable as a Non-Statutory Option under the Federal tax laws. H. The   grant of Awards under the Plan shall in no way affect the right of the   Company to adjust, reclassify, reorganize or otherwise change its capital or   business structure or to merge, consolidate, dissolve, liquidate or sell or   transfer all or any part of its business or assets. -9- 


    




 










V. CANCELLATION   AND REGRANT OF OPTIONS The Plan Administrator shall have the authority to   effect, at any time and from time to time, with the consent of the affected   option holders, the cancellation of any or all outstanding options under the   Plan and to grant in substitution therefor new options covering the same or   different number of shares of Common Stock but with an exercise price per   share based on the Fair Market Value per share of Common Stock on the new   option grant date. ARTICLE THREE MISCELLANEOUS I. FINANCING The Plan   Administrator may permit any Participant to pay the option exercise price for   shares issued to such person under the Plan by delivering a promissory note   that constitutes valid consideration under the applicable state law payable   in one or more installments. The terms of any such promissory note (including   the interest rate and the terms of repayment) shall be established by the   Plan Administrator in its sole discretion. Promissory notes may be authorized   with or without security or collateral. In all events, the maximum credit   available to the Participant may not exceed the sum of (i) the aggregate   option exercise price payable for the purchased shares (less the par value of   such shares) plus (ii) any Federal, state and local income and employment tax   liability incurred by the Participant in connection with the option exercise.   II. EFFECTIVE DATE AND TERM OF PLAN A. The Plan shall become effective when   adopted by the Board, but no option granted under the Plan may be exercised,   and no shares shall be issued under the Plan, until the Plan is approved by   the Company’s shareholders. If such shareholder approval is not obtained   within twelve (12) months after the date of the Board’s adoption of the Plan,   then all options previously granted under the Plan shall terminate and cease   to be outstanding, and no further options shall be granted and no shares   shall be issued under the Plan. Subject to such limitation, the Plan   Administrator may grant options and issue shares under the Plan at any time   after the effective date of the Plan and before the date fixed herein for   termination of the Plan. B. The Plan shall terminate upon the earliest of (i)   the expiration of the ten (10)-year period measured from the date the Plan is   adopted by the Board, (ii) the date on which all shares available for   issuance under the Plan shall have been issued or (iii) the termination of   all outstanding Awards in connection with a Company Transaction. Upon such   Plan termination, all options and unvested share issuances outstanding under   the Plan shall continue to have full force and effect in accordance with the   provisions of the documents evidencing such options or issuances. III.   AMENDMENT OF THE PLAN A.The Board shall have complete and exclusive power and   authority to amend or modify the Plan in any or all respects.However, no such   amendment or modification shall -10- 


    




 










adversely   affect the rights and obligations with respect to Awards at the time   outstanding under the Plan unless the Participant consents to such amendment   or modification. B. Options to purchase shares of Common Stock may be granted   under the Plan and shares of Common Stock may be issued under the Plan that   are in each instance in excess of the number of shares then available for   issuance under the Plan, provided any excess shares actually issued under the   Plan are held in escrow until there is obtained shareholder approval of an   amendment sufficiently increasing the number of shares of Common Stock   available for issuance under the Plan. If such shareholder approval is not   obtained with twelve (12) months after the date the first such excess   issuances are made, then (i) any unexercised options granted on the basis of   such excess shares shall terminate and cease to be outstanding, (ii) any   outstanding Restricted Stock granted on the basis of such excess shares shall   be forfeited, and (iii) the Company shall promptly refund to the Participants   the exercise price paid for any excess shares issued under the Plan and held   in escrow, together with interest (at the applicable Short-Term Federal Rate)   for the period the shares were held in escrow, and such shares shall   thereupon be automatically cancelled and cease to be outstanding. IV. USE OF   PROCEEDS Any cash proceeds received by the Company from the sale of Common   Stock under the Plan shall be used for general corporate purposes.   V.WITHHOLDING The Company’s obligation to deliver shares of Common Stock   pursuant to any Award or upon the issuance or vesting of any shares issued   under the Plan shall be subject to the satisfaction of all applicable   Federal, state and local income and employment tax withholding requirements.   VI. REGULATORY APPROVALS The implementation of the Plan, the granting of any   Awards under the Plan and the issuance of any shares of Common Stock pursuant   to any Award shall be subject to the Company’s procurement of all approvals   and permits required by regulatory authorities having jurisdiction over the   Plan, the Awards granted under it and the shares of Common Stock issued   pursuant to it. VII. NO EMPLOYMENT OR SERVICE RIGHTS Nothing in the Plan   shall confer upon the Participant any right to continue in Service for any   period of specific duration or interfere with or otherwise restrict in any   way the rights of the Company (or any Subsidiary employing or retaining such   person) or of the Participant, which rights are hereby expressly reserved by   each, to terminate such person’s Service at any time for any reason, with or   without cause. -11- 


    




 










APPENDIX The   following definitions shall be in effect under the Plan: A. Award shall mean   a grant of options to purchase Common Stock or the issuance of Restricted   Stock pursuant to the provisions of this Plan. B. Board shall mean the   Company’s Board of Directors. C. Code shall mean the Internal Revenue Code of   1986, as amended. D. Committee shall mean a committee of two (2) or more   Board members appointed by the Board to exercise one or more administrative   functions under the Plan. E. Common Stock shall mean shares of the Company’s   common stock, par value $0.0001 per share. F. Company Transaction shall mean   any of the following transactions: (1) Any “person,” as such term is used in   Sections 13(d) and 14(d) of the 1934 Act (other than Accretive II, L.P., any   of its affiliates, the Company or any Subsidiary, or any trustee, fiduciary   or other person or entity holding securities under any employee benefit plan   or trust of the Company or any Subsidiary), together with all “affiliates”   and “associates” (as such terms are defined in Rule 12b-2 under the 1934 Act)   of such person, shall become the “beneficial owner” (as such term is defined   in Rule 13d-3 under the 1934 Act), directly or indirectly, of securities of   the Company representing more than fifty percent (50%) of either (a) the   combined voting power of the Company’s then outstanding securities having the   right to vote in an election of the Board or (b) the then outstanding shares   of Common Stock on an as converted basis; or (2) The stockholders of the   Company shall approve (a) any consolidation or merger of the Company where   the stockholders of the Company, immediately prior to the consolidation or   merger, would not, immediately after the consolidation or merger,   beneficially own (as such term is defined in Rule 13d-3 under the 1934 Act),   directly or indirectly, shares representing in the aggregate more than fifty   percent (50%) of the voting shares of the Company or the acquirer issuing   cash or securities in the consolidation or merger (or of its ultimate parent   company, if any), (b) any sale, lease, exclusive license, exchange or other   transfer (in one transaction or a series of transactions contemplated or   arranged by any party as a single plan) of all or substantially all of the   assets of the Company or (c) any plan or proposal for the liquidation or   dissolution of the Company. G. Company shall mean Accolade, Inc., a Delaware   corporation. H. physical or Disability shall mean that if, as a result of the   Participant’s incapacity due to mental illness, the Participant shall have   been absent from his duties with the Company on a full-time basis for three   (3) consecutive months or an aggregate of 120 days in any twenty-four month   period, and within thirty (30) days after written notice of termination is   -12- 


    




 










given, the   Participant shall not have returned to the full-time performance of the   Participant’s duties. I. Employee shall mean an individual who is in the   employ of the Company (or any Subsidiary), subject to the control and   direction of the employer entity as to both the work to be performed and the   manner and method of performance. J. Equity Grant Program shall mean the   equity grant program in effect under the Plan. K. Exercise Date shall mean   the date on which the Company shall have received written notice of the   option exercise. L. Fair Market Value per share of Common Stock on any   relevant date shall be determined in accordance with the following   provisions: (1) If the Common Stock is at the time traded on the Nasdaq   National Market, then the Fair Market Value shall be the closing selling   price per share of Common Stock on the date in question, as such price is   reported by the National Association of Securities Dealers on the Nasdaq   National Market or any successor system. If there is no closing selling price   for the Common Stock on the date on question, then the Fair Market Value   shall be the closing selling price on the last preceding date for which such   quotation exists. (2) If the Common Stock is at the time listed on any Stock   Exchange, then the Fair Market Value shall be the closing selling price per   share of Common Stock on the date in question on the Stock Exchange   determined by the Plan Administrator to be the primary market for the Common   Stock, as such price is officially quoted in the composite tape of   transactions on such exchange. If there is no closing selling price for the   Common Stock on the date in question, then the Fair Market Value shall be the   closing selling price on the last preceding date for which such quotation   exists. (3)If the Common Stock is at the time neither listed on any Stock   Exchange nor traded on the Nasdaq National Market, then the Fair Market Value   shall be determined by the Plan Administrator after taking into account such   factors as the Plan Administrator shall deem appropriate. M. Good Reason   shall mean that an individual has complied with the “Good Reason Process”   (hereinafter defined) following the occurrence of any of the following   events: (a) a substantial diminution or other substantive adverse change, not   consented to by such individual, in the nature or scope of such individual’s   responsibilities, authorities, powers, functions or duties; (b) such   individual is removed from his or her position other than for Misconduct; (c)   an involuntary reduction in the base salary of such individual except for   across-the-board reductions similarly affecting all or substantially all of   the Company’s (or any Subsidiary’s) employees; or (d) a breach by the Company   of any of its other material obligations under any employment agreement to   which such individual is a party and the failure of the Company to cure such   breach within thirty (30) days after written notice thereof by such   individual; or (e) the involuntary relocation of the Company’s offices at   which the individual is principally employed or the -13- 


    




 










involuntary   relocation of the offices of individual’s primary workgroup to a location   more than fifty (50) miles from such offices, or the requirement by the   Company that individual be based anywhere other than the Company’s offices at   such location on an extended basis, except for required travel on the   Company’s business to an extent substantially consistent with the   individual’s travel obligations. “Good Reason Process” shall mean that (i)   such individual reasonably determines in good faith that a “Good Reason”   event has occurred; (ii) such individual notifies the Company in writing of   the occurrence of the Good Reason event; (iii) such individual cooperates in   good faith with the Company’s efforts, for a period not less than ninety (90)   days following such notice, to modify such individual’s employment situation   in a manner acceptable to such individual and the Company; and (iv)   notwithstanding such efforts, one or more of the Good Reason events continues   to exist and has not been modified in a manner reasonably acceptable to such   individual. If the Company cures the Good Reason event in a manner reasonably   acceptable to such individual during the ninety (90) day period, Good Reason   shall be deemed not to have occurred. N. Section 422. Incentive Option shall   mean an option which satisfies the requirements of Code O. Involuntary   Termination shall mean the termination of the Service of any individual which   occurs by reason of: (1) Such individual’s involuntary dismissal or discharge   by the Company (or any Subsidiary) for reasons other than Misconduct, or (2)   Such individual’s voluntary resignation for Good Reason. P. Misconduct shall   mean each of the following actions, failures and events by or affecting the   Participant (as determined in the reasonable opinion of the Board): (1)   breach of confidentiality, nonsolicitation or noncompetition obligations by   the Participant or Participant or other material breach by the Participant of   any material provision of any employment agreement to which the Participant   is a party or the formed policies of the Company (or any Subsidiary)   applicable to the Participant which has not been cured by the Participant   within thirty (30) days after receipt by the Participant of written notice   from the Company of such breach; (2) gross negligence or willful misconduct   of the Participant in connection with the performance of his or her duties,   or the Participant’s willful refusal to perform any of her material duties or   responsibilities which has not been cured by Participant within thirty (30)   days after receipt by Participant of written notice from the Company of such   conduct and/or refusal; (3) the Participant’s misappropriation for personal   use of assets or business opportunities of the Company (or any Subsidiary);   (4) the Participant’s embezzlement of the Company’s (or any Subsidiary’s)   funds or property, or fraud on the part of the Participant or Participant;   (5) the Participant’s conviction of, or plea of no contest to, a felony or any   other crime which in the Board’s sole opinion renders the Participant unfit   to serve the Company (or any Subsidiary) as contemplated herein; or (6) a   knowing misrepresentation of a material fact made by the Participant to the   Board, with the intention of misleading the Board. Q. 1934 Act shall mean the   Securities Exchange Act of 1934, as amended. -14- 


    




 










R.   Non-Statutory Option shall mean an option not intended to satisfy the   requirements of Code Section 422. S. Participant shall mean any person to   whom an Award is granted under the Plan. T. Plan shall mean the Company’s   Amended and Restated Equity Incentive Plan, as set forth in this document. U.   Plan Administrator shall mean either the Board or the Committee, to the   extent the Committee is at the time responsible for the administration of the   Plan. V. Restricted Stock shall mean shares of Common Stock that are subject   to restrictions pursuant to Section III of Article Two. W. Service shall mean   the provision of services to the Company (or any Subsidiary) by a person in   the capacity of an Employee, a non-employee member of the board of directors   or a consultant or independent advisor, except to the extent otherwise   specifically provided in the documents evidencing the option grant. X. Stock   Exchange shall mean either the American Stock Exchange or the New York Stock   Exchange. Y. Subsidiary shall mean any entity (other than the Company) in an   unbroken chain or entities beginning with the Company, provided each entity   (other than the last entity) in the unbroken chain owns, at the time of the   determination, securities possessing fifty percent (50%) or more of the total   combined voting power of all classes of equity securities in one of the other   entities in such chain. Z. 10% Shareholders shall mean the owner of stock (as   determined under Code Section 424(d)) possessing more than ten percent (10%)   of the total combined voting power of all classes of stock of the Company (or   any Subsidiary). -15-