EX-10.6



 Exhibit 10.6 

CRITEO 
 2009
STOCK OPTION PLAN FR/US 







 SUMMARY 
  

					
	 	 	Page	 
		
	1. Purposes of the Plan	 	 	1	  
		
	2. Definitions	 	 	1	  
		
	3. Shares subject to the Plan	 	 	5	  
		
	4. Administration of the Plan	 	 	5	  
		
	 (a) procedure
	 			
	 (b) powers of the Administrator
	 			
	 (c) effect of Administrator’s decision
	 			
		
	5. Limitations	 	 	7	  
		
	6. Term of the Plan	 	 	8	  
		
	7. Term of the Options	 	 	8	  
		
	8. Options exercise price and consideration	 	 	8	  
		
	 (a) subscription or purchase price
	 			
	 (b) waiting period and exercise dates
	 			
	 (c) form of consideration
	 			
		
	9. Exercise of Options	 	 	9	  
		
	 (a) procedure for exercise; rights of the shareholders
	 			
	 (b) termination of the Optionee’s Continuous Status as Beneficiary
	 			
	 (c) disability of Optionee
	 			
	 (d) death of Optionee
	 			









					
	 	 	Page	 
		
	10. Non-transferability of Options	 	 	11	  
		
	11. Adjustments upon changes	 	 	11	  
		
	 (a) changes in capitalization of the Company
	 			
	 (b) dissolution or liquidation of the Company
	 			
	 (c) merger or asset sale
	 			
		
	12. Date of grant	 	 	12	  
		
	13. Amendment and termination of the Plan	 	 	13	  
		
	 (a) amendment and termination
	 			
	 (b) shareholders’s approval
	 			
	 (c) effect of amendment or termination
	 			
		
	14. Conditions upon issuance of shares	 	 	13	  
		
	 (a) legal compliance
	 			
	 (b) investment representations
	 			
		
	15. Liability of the Company	 	 	14	  
		
	16. Shareholder’s approval	 	 	14	  
		
	17. Law, jurisdiction and language	 	 	14	  

 Stock Option Grant Agreement 

Part I - Notice of stock options grant 

Part II - Term and conditions 
 Exercise notice








 CRITEO 

2009 STOCK OPTION PLAN FR/US 
 In
accordance with the authorization granted by the extraordinary general shareholders’ meeting of September 9, 2009, the board of directors decided on November 17, 2009, in compliance with the provisions of articles L. 225-177 et. seq.
of the French Commercial Code, to adopt the 2009 stock option plan FR/US of CRITEO, the terms and conditions of which are set out below. 
  

	1.	PURPOSES OF THE PLAN 


The purposes of the Plan are: 
  

	 	•	 	to attract and retain the best available personnel for positions of substantial responsibility; 

  

	 	•	 	to provide additional incentive to Beneficiaries; and 

  

	 	•	 	to promote the success of the Company’s business. 

 Options granted under the Plan to U.S. Beneficiaries
are intended to be Incentive Stock Options or Non-Statutory Stock Options, as determined by the Administrator at the time of grant of an Option, and shall comply in all respects with Applicable Laws in order that they may benefit from available tax
advantages. 
  

	2.	DEFINITIONS. 

  


	(a)	“Administrator” means the board of the Company which shall administer the Plan in accordance with Section 4 of the Plan. 


 

	(b)	“Affiliated Company” means a company which conforms with the criteria set forth in article L. 225-180 of the Law as follows: 


 

	 	•	 	companies of which at least ten per cent (10%) of the share capital or voting rights is held directly or indirectly by the Company; 


 

	 	•	 	companies which own directly or indirectly at least ten per cent (10%) of the share capital or voting rights of the Company; and 


 

	 	•	 	companies of which at least fifty per cent (50%) of the share capital or voting rights is held directly or indirectly by a company which owns directly or indirectly at least fifty percent (50%) of the share
capital or voting rights of the Company, 

  

	(c)	“Applicable Laws” means for the US the legal requirements relating to the administration of stock option plans under state corporate and securities laws and the Code in force in the United States of
America. 









	(d)	“Beneficiary” means the president of the board of directors (président du conseil d’administration), the general manager (directeur général) and the deputy
general managers (directeurs généraux délégués) or, as the case may be, the president and the members of the management board (président et membres du directoire) of the Company as well as any
individual employed by the Company or by any Affiliated Company under the terms and conditions of an employment contract, it being specified that a term of office of director of the Company or director of an Affiliated Company (remunerated or not)
shall not be deemed to constitute an employment relationship. 

  

	(e)	“Board” means the board of directors of the Company. 

  

	(f)	“Code” means the United States Internal Revenue Code of 1986, as amended. 

  

	(g)	“Company” means CRITEO, a corporation organized under the laws of the Republic of France. 

  

	(h)	“Continuous Status as a Beneficiary” means as regards the president of the board of directors, the general manager, the deputy general manager(s) or, as the case may be, the president and the members of
the management board that the term of their office has not been terminated and, as regards an employee that the employment relationship between the Beneficiary and the Company or any Affiliated Company is not terminated. Continuous Status as a
Beneficiary shall not be considered terminated in the case of (i) any leave of absence having received a prior approval from the Company or requiring no prior approval under U.S. laws, or (ii) transfers between locations of the Company or
between the Company or any Affiliated Company or the contrary or also from an Affiliated Company to another Affiliated Company. Leaves of absence which must receive a prior approval from the Company for the non-termination of the Continuous Status
as a Beneficiary shall include leaves of more than three (3) months for illnesses or conditions about which the employee has advance knowledge, military leave, or any other personal leave. For purposes of U.S. Beneficiaries and Incentive Stock
Options, no such leave may exceed ninety (90) days, unless reemployment upon expiration of such leave is guaranteed by statute contract or Company policies. If reemployment upon expiration of a leave of absence approved by the Company is not so
guaranteed, on the 91st day of such leave any Incentive Stock Option held by a U.S. Beneficiary shall cease to be treated as an Incentive Stock Option and shall be treated for U.S. tax purposes as a Non-Statutory Stock Option. 


 

	(i)	“Date of Dismissal” means the date the employee received its dismissal letter. 

  

	(j)	“Date of Grant” means the date of the decision of the Board to grant the Options. 


  
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	(k)	“Disability” means a disability declared further to a medical examination provided for in article L. 4624-21 of the French Labour Code or pursuant to any similar provision applicable to a foreign
Affiliated Company. 

  

	(l)	“Exchange Act” means the United States Securities Exchange Act of 1934, as amended. 

  

	(m)	“Fair Market Value” means the value for one Share as determined in good faith by the Administrator, according to the following provisions, as provided in the Shareholder Authorization:


 (i) as long as the Shares will not be listed on a regulated market of the European Union or on a Swiss stock exchange market
or on the National Association of Securities Dealers Inc. Automated Quotation (“NASDAQ”) System or on the New York Stock Exchange in the United States of America, the subscription or purchase price will be determined in accordance with the
provision of article L. 225-177 of the French commercial Code and will be at least equal to the price per share retained at the time of the last operation affecting the share capital of the Company, unless otherwise decided by the Board by a
well-founded decision; 
 (ii) from the date on which the Company shall be listed on a regulated market of the European Union or on a Swiss
stock exchange market or on the National Association of Securities Dealers Inc. Automated Quotation (“NASDAQ”) System or on the New York Stock Exchange in the United States of America, the Board may determine the subscription or purchase
price of a share by reference to the closing sales price of one share on such regulated market for the day prior to the day of the decision of the Board to grant the Options. However, the purchase or subscription price shall in no case be less than
ninety five per cent (95%) of the average of the closing sales price for a share as quoted on said stock exchange market during the twenty market trading days prior to the day of the Board’s decision to grant the Options, 

(iii) for US Beneficaries, the subscription or purchase price shall not be less than the fair market value of the Shares on the Date of Grant,
determined as follows (a) if the Shares are listed or quoted for trading on an exchange, the value will be deemed to be the closing or last offer price, as applicable, of the Shares on the principal exchange upon which such securities are
traded or quoted on such date, provided, if such date is not a trading day, on the last market trading day prior to such date; and (b) if the Shares are not listed or quoted for trading on an exchange, the fair market value of the Shares as
determined by the Board, consistent with the requirements of Sections 422 with respect to Incentive Stock Options, and 409A of the Code with respect to Options not intended to be Incentive Stock Options, 

it being specified that, when an Option entitles the holder to purchase shares previously repurchased by the Company, the exercise price, notwithstanding the
above provisions and in accordance with applicable law, may not be less than 80% of the average purchase price paid by the Company for all shares so previously repurchased. 

  
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 This price settled for the subscription or purchase of Shares shall not be modified during the period in which
the Option may be exercised. However, if the Company makes one of the operations mentioned in article L. 225-181 of the French Commercial Code, it must take all necessary measures to protect Optionee’s interests in the conditions provided for
by article L 228-99 of the French Commercial Code. In case of issuance of securities granting the common stock access, as well as in case of Company’s merger or scission, the Board may decide, for a limited period of time, to suspend the
exercisability of the Options. 
  

	(n)	“Incentive Stock Option” means an Option intended to qualify as an incentive stock option within the meaning of Section 422 of the Code and the regulations promulgated thereunder.


  

	(o)	“Law” means the French Commercial Code. 

  

	(p)	“Non-Statutory Stock Option” means an Option which does not qualify as an Incentive Stock Option. 

  

	(q)	“Notice of Grant” means a written notice evidencing the main terms and conditions of an individual Option grant. The Notice of Grant is part of the Option Agreement. 


 

	(r)	“Officer” means either a U.S. Beneficiary designed by the Company or an Affiliated Company, as the case may be, as an officer (as defined in section 16 of the Exchange Act and its regulations),


  

	(s)	“Option” means an option to purchase or subscribe Shares granted pursuant to the Plan. 

  

	(t)	“Optionee” means a Beneficiary who holds at least one outstanding Option. 

  

	(u)	“Option Agreement” means a written agreement entered into between the Company and an Optionee evidencing the terms and conditions of an individual Option grant. The Option Agreement is subject to the
terms and conditions of the Plan. 

  

	(v)	“Option Exchange Program” means a program whereby outstanding Options are surrendered in exchange for Options with different exercise conditions. 


 

	(w)	“Parent” means a “parent corporation”, whether now or hereafter existing, as defined in Section 424(e) of the Code. 


 

	(x)	“Plan” means the 2009 Stock Option Plan as approved by the Board on November 17, 2009. 


  
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	(y)	“Retirement” means, pursuant to article L. 1237-5 of the French labor code, the retirement, upon the employer’s decision, at full rate of an employee who has reached the age giving right to
retirement, or any similar provision applicable to a foreign Affiliated Company. 

  

	(z)	“Share” means a share of the Company 

  

	(aa)	“Shareholders Authorization” means the authorization given by the shareholders of the Company in the extraordinary general meeting held on September 9, 2009 as increased or amended from time to
time by a further general meeting of the shareholders permitting the Board to grant Stock Options. 

  

	(bb)	“Share Capital” means the issued and paid up capital of the Company. 

  

	(cc)	“Subsidiary” means a “subsidiary corporation”, whether now or hereafter existing, as defined in Section 424(f) of the Code. 


 

	(dd)	“U.S. Beneficiary” means a Beneficiary of the Company or an Affiliated Company residing in the United States or otherwise subject to United States’ laws, regulations or taxation. 


 

	3.	SHARES SUBJECT TO THE PLAN 


Subject to the provisions of Section 11 of the Plan and pursuant to the Shareholder Authorization, the maximum aggregate number of Shares which may be
optioned and issued under the Plan is equal to 1,320,000 with a nominal value of 0.44 Euro each, as may be adjusted to take into account any operation of split or grouping of Shares. For “Incentive Stock Options”, the maximum number of
Shares which may be optioned and issued is equal to 1,320,000. The Shares optioned and issued under the Plan may be newly issued Shares, treasury Shares or Shares purchased on the open market. 

Should the Option expire or become unexercisable for any reason without having been exercised in full, the unsubscribed Shares which were subject thereto
shall, unless the Plan shall have been terminated, become available again for future grant under the Plan. 
  

	4.	ADMINISTRATION OF THE PLAN 


 

	 	(a)	Procedure 

 The Plan shall be administered by the Administrator. 

  
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	 	(b)	Powers of the Administrator. 

 Subject to the provisions of the Law, the Shareholders
Authorization, the Plan, and the Applicable Laws, the Administrator shall have the authority, in its discretion: 
  

	 	(i)	to determine the Fair Market Value of the Shares, in accordance with Section 2(m) of the Plan; 

  

	 	(ii)	to determine the Beneficiaries to whom Options may be granted hereunder; 

  

	 	(iii)	to select the Beneficiaries and determine whether and to what extent Options are granted hereunder; 

  

	 	(iv)	to approve or amend forms of agreement for use under the Plan; 

  

	 	(v)	to determine the terms and conditions of any Options granted hereunder. Such terms and conditions include, but are not limited to, the exercise price, the time or times when Options may be exercised (which may be
based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation regarding any Option or the Shares of Common Stock relating thereto, based in each case on such factors as the
Administrator, in its sole discretion, shall determine with the exception of the exercise price; it being specified that the Administrator’s discretion remains subject to the rules and limitations set forth in this Plan and in the Law;


  

	 	(vi)	to construe and interpret the terms of the Plan and Options granted pursuant to the Plan; 

  

	 	(vii)	to prescribe, amend and rescind rules and regulations relating to the Plan, including rules and regulations relating to sub-plans established for the purpose of qualifying for preferred tax treatment under
foreign tax laws; 

  

	 	(viii)	to modify or amend each Option (subject to the provisions of Section 13(c) of the Plan), including the discretionary authority to extend the post-termination exercise period of Options after the termination
of the employment agreement or the end of the term of office, longer than is otherwise provided for in the Plan; 

  

	 	(ix)	to authorize any person to execute on behalf of the Company any instrument required to effect the grant of an Option previously granted by the Administrator; 


 

	 	(x)	to implement an Option Exchange Program; 

  

	 	(xi)	to determine the terms and restrictions applicable to Options; and 

  

	 	(xii)	to make all other determinations deemed necessary or appropriate for administering the Plan. 


  
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	 	(c)	Effect of Administrator’s Decision. 

 The Administrator’s decisions, determinations and
interpretations shall be final and binding on all Optionees. 
  

	5.	LIMITATIONS 


(a) In the case of U.S. Beneficiaries, each Option shall be designated in the Notice of Grant either as an “Incentive Stock Option” or
as a “Non-Statutory Stock Option”. Incentive Stock Options may only be granted to Beneficiaries of the Company or a Subsidiary who meet the definition of “employees” under Section 3401(c) of the Code. 

Nevertheless, the aggregate Fair Market Value of the Shares covered by Incentive Stock Options granted under the Plan or any other stock option program of the
Company (or any Parent or subsidiary of the Company) that become exercisable for the first time in any calendar year shall not exceed U.S. $100,000: to the extent the aggregate Fair Market Value of such Shares exceeds U.S. $100,000, the Options
covering those Shares the Fair Market Values of which causes the aggregate Fair Market Value of all such Shares to be in excess of U.S. $100,000 shall be treated as Non-Statutory Options. Incentive Stock Options shall be taken into account in the
order in which they were granted, and the aggregate Fair Market Value of the Shares shall be determined as of the Date of the Grant. 
 (b) The
Options are governed by articles L. 225-177 and following of the Law. They are not part of the employment agreement or of the office which has allowed the Optionee to be granted the Option. Neither do they constitute an element of the
Optionee’s remuneration. 
 Neither the Plan nor any Option shall confer upon an Optionee any right with respect to continuing the Optionee’s
employment or his term of office with the Company or any Affiliated Company, nor shall they interfere in any way with the Optionee’s right or the Company’s or Affiliated Company’s right, as the case may be, to terminate such
employment or such term of office at any time, with or without cause. 
 (c) Other than as expressly provided hereunder, no member of the board of
directors of the Company or of the supervisory board (in the event of change of management formula of the Company) or of an equivalent management body of an Affiliated Company shall be as such eligible to receive Options under the Plan. 

  
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	6.	TERM OF PLAN 


Subject to the approval of the shareholders of the Company in accordance with Section 16 of the Plan, the Plan shall be effective and Options may be
granted as of November 17, 2009, the date of the Plan’s adoption by the Board. Options may be granted hereunder until November 9, 2012. It shall continue in effect until the date of termination of the last Option in force, unless
terminated earlier under Section 13 of the Plan. 
  

	7.	TERM OF OPTIONS 


The term of each Option shall be stated in the Notice of Grant as ten (10) years from the date of grant, in accordance with the Shareholders Authorization
or, in case of death or Disability of the Optionee during such 10-year period, six (6) months from the death or Disability of the Optionee in accordance with French law. 
  


	8.	OPTIONS EXERCISE PRICE AND CONSIDERATION 


 

	 	(a)	Subscription or purchase Price 

 The per Share subscription or purchase price for the Shares to be issued
or sold pursuant to exercise of an Option shall be determined by the Administrator on the basis of the Fair Market Value. 
 (i) In the case
of an “Incentive Stock Option” granted to a U.S. Beneficiary who, at the time the Incentive Stock Option is granted, owns stock representing more than ten percent (10%) of the voting rights of all classes of stock of the Company or
any Parent or Subsidiary of the Company and, to the extent such Beneficiary is permitted by the Law to receive Option grants, the per Share subscription or purchase price shall be no less than 110% of the fair market value per Share on the Date of
Grant as defined in Section 2(m)(iii); 
 (ii) In the case of a “Non-Statutory Stock Option” or “Incentive Stock
Option”, not covered by Section 8(a)9i) above, granted to any U.S. Beneficiary, the per Share subscription or purchase price shall be no less than 100% of the fair market value per Share on the Date of Grant as defined in
Section 2(m)(iii). 
  

	 	(b)	Waiting Period and Exercise Dates 

 At the time an Option is granted, the Administrator shall fix the
period within which the Option may be exercised and shall determine any conditions which must be satisfied before the Option may be exercised. In so doing, the Administrator may specify that an Option may not be exercised until the completion of a
service period in the Company or an Affiliated Company. 

  
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	 	(c)	Form of Consideration 

 The consideration to be paid for the Shares to be issued or purchased upon
exercise of Options, including the method of payment, shall be determined by the Administrator. Such consideration shall consist entirely of an amount in Euro corresponding to the exercise price which shall be paid either by: 

 

	 	(1)	wire transfer; 

  

	 	(2)	check; or 

  

	 	(3)	any combination of the foregoing methods of payment. 

 Where the exercise of an Option would lead
the Company to be liable for any payment, whether due to fees, taxes or to charges of any nature whatsoever, in place of the Optionee, such Option shall be deemed duly exercised when the full payment for the Shares with respect to which the Option
is exercised is executed by the Optionee and the Optionee provides the Company with either the receipt stating the payment by the Optionee of any such fee, tax or charge, as above described that would otherwise be paid by the Company upon exercise
of the Option, in place of the Optionee or, the full payment, under the same conditions, of any amount due upon the exercise of the Option to be borne by the Company. 
  


	9.	EXERCISE OF OPTIONS 


 

	 	(a)	Procedure for Exercise; Rights as a Shareholder 

 Any Option granted hereunder shall be exercisable
according to the terms of the Plan and at such times and under such conditions as determined by the Administrator and set forth in the Option Agreement. 

An Option may not be exercised for a fraction of a Share. 
 An
Option shall be deemed exercised when the Company receives: (i) written notice of exercise (in accordance with the provisions of the Option Agreement) together with a share subscription or purchase form (bulletin de souscription ou
d’achat) duly executed by the person entitled to exercise the Option, and (ii) full payment for the Shares with respect to which the Option is exercised. Full payment may consist of any consideration and method of payment authorized by
the Administrator and permitted by the Option Agreement and the Plan. 
 Where the exercise of an Option would lead the Company to be liable for any
payment, whether due to fees, taxes or to charges of any nature whatsoever, in place of the Optionee, such Option shall be deemed duly exercised when the full payment for the Shares with respect to which the Option is exercised is executed by the
Optionee and the Optionee provides the Company with either the receipt stating the payment by the Optionee of any such fee, tax or charge, as above described that would otherwise be paid by the Company upon exercise of the Option, in place of the
Optionee or, the full payment, under the same conditions, of any amount due upon the exercise of the Option to be borne by the Company. 

  
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 Upon exercise of an Option, the Shares issued or sold to the Optionee shall be assimilated with all other Shares
of the Company of the same class and shall be entitled to dividends once the Shares are issued for the fiscal year during which the Option is exercised. 

However, as an exception to the above, the Shares sold or issued, as a result of the exercise of an Option, pursuant to the exercise of an Option to a
Beneficiary who is, at the Date of Grant of the Option, president of the board of directors, general manager, deputy general manager, president and member of the management board or employee of the Company or of an Affiliated Company having its
registered office in France shall be held in the nominative form and shall not be sold prior to the earliest of four (4) years from the date of grant of the Option without exceeding three (3) years from the date of exercise of the Option
even if, in the meantime, the Beneficiary loses the Continuous Status as a Beneficiary. This prohibition of sale will be mentioned in the shareholder’s account of the Company. However, this restriction will not be applicable in case of death or
Incapacity of the Beneficiary. In addition, this restriction will not be applicable in case of Dismissal or Retirement of the Beneficiary, if the Options have been exercised at least three months before the Date of Dismissal or Retirement.

 In the event that a Beneficiary infringes one of the above mentioned commitments, such Beneficiary shall be liable for any consequences
resulting from such infringement for the Company and undertakes to indemnify the Company in respect of all amounts payable by the Company in connection with such infringement. 

Granting of an Option in any manner shall result in a decrease in the number of Shares which thereafter may be available for purposes of the Plan, by the
number of Shares as to which the Option may be exercised. 
  

	 	(b)	Termination of the Optionee’s Continuous Status as Beneficiary 

 Upon termination of an
Optionee’s Continuous Status as a Beneficiary, other than upon the Optionee’s death or Disability, the Optionee may exercise his or her Options, but only within such period of time as is specified in the Notice of Grant, and only for the
part of the Options that the Optionee was entitled to exercise at the date of termination (but in no event later than the expiration of the term of such Options as set forth in the Notice of Grant). Unless a longer period is specified in the Notice
of Grant or otherwise resolved by the Board, an Option shall remain exercisable for one (1) month following the Optionee’s termination of Continuous Status as a Beneficiary. In the case of an “Incentive Stock Option”, such a
period cannot exceed three (3) months following the Optionee’s termination of Continuous Status as a Beneficiary. If, at the date of termination, the Optionee is not entitled to exercise all his or her Options, the Shares covered by the
unexercisable portion of Options shall revert to the Plan. If, after termination, the Optionee does not exercise all of his or her Options within the time specified by the Administrator, the Options shall terminate, and the Shares covered by such
Options shall revert to the Plan. 

  
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	 	(c)	Disability of Optionee 

 In the event that an Optionee’s Continuous Status as a Beneficiary
terminates as a result of the Optionee’s Disability, unless otherwise resolved by the Board, the Optionee may exercise his or her Options at any time within six (6) months from the date of such termination, but only to the extent these
Options are exercisable at the time of termination (but in no event later than the expiration of the term of such Options as set forth in the Notice of Grant). If, at the date of termination, the Optionee is not entitled to exercise all of his or
her Options, the Shares covered by the unexercised portion of Options shall revert to the Plan. If, after termination, the Optionee does not exercise all of his or her Options within the time specified herein, the Options shall terminate, and the
Shares covered by such Options shall revert to the Plan. 
  

	 	(d)	Death of Optionee 

 In the event of the death of an Optionee during the term of the Options, unless
otherwise resolved by the Board, the Options may be exercised at any time within six (6) months following the date of death, by the Optionee’s estate or by a person who acquired the right to exercise the Option by bequest or inheritance,
but only to the extent these Options are exercisable at the time of death. If, at the time of death, the Optionee was not entitled to exercise all of his or her Options, the Shares covered by the unexercised portion of Options shall immediately
revert to the Plan. If, after death, the Optionee’s estate or a person who acquired the right to exercise the Options by bequest or inheritance does not exercise the Options within the time specified herein, the Options shall terminate, and the
Shares covered by such Options shall revert to the Plan. 
  

	10.	NON-TRANSFERABILITY OF OPTIONS 


An Option may not be sold, pledged, assigned, hypothecated, transferred or disposed of in any manner other than by will or by laws of descent or distribution
and may be exercised, during the lifetime of the Optionee, only by the Optionee. 
  

	11.	ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, DISSOLUTION,
MERGER OR ASSET SALE 

  

	 	(a)	Changes in capitalization 

 In the event of the carrying out by the Company of any of the financial
operations pursuant to article L. 225-181 of the Law as follows: 
  

	 	•	 	amortization or reduction of the share capital, 

  

	 	•	 	amendment of the allocation of profits, 

  

	 	•	 	distribution of free shares, 


  
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	 	•	 	capitalization of reserves, profits, issuance premiums, 

  

	 	•	 	the issuance of shares or securities giving right to shares to be subscribed for in cash or by set-off of existing indebtedness offered exclusively to the shareholders; 


the Company shall take the required measures to protect the interest of the Optionees in the conditions set forth in article L. 228-99 of the Law. 

 

	 	(b)	Dissolution or Liquidation 

 In the event of the proposed dissolution or liquidation of the Company, to
the extent that an Option has not been previously exercised, it will terminate immediately prior to the consummation of such proposed action. The Administrator may, in the exercise of its sole discretion in such instances, declare that any Option
shall terminate as of a date determined by the Administrator and give each Optionee the right to exercise his or her Options as to Shares for which the Options would not otherwise be exercisable. 

 

	 	(c)	Merger or Asset Sale 

 Unless otherwise decided by the Board before the date of completion of the
relevant Transaction (as defined below): 
  

	•	 	in the event of a merger of the Company into another corporation or of the sale by one or several shareholders of the Company, acting alone or in concert, to one or several third parties of a number of Shares resulting
in a transfer of the control (within the meaning of article L. 233-3 of the Law) of the Company to said third parties (in each case, a “Transaction”), the Optionee’s right to exercise the Options will be accelerated so that the
Optionee may exercise all of them with effect immediately prior to the completion of the Transaction except as set forth in the next paragraph; 

  

	•	 	the Optionee will not benefit from this acceleration of the vesting in the event the Transaction occurs in the 12 months following the Date of Grant; 


 

	•	 	the Options that may be exercised shall have to be exercised no later than immediately prior to the completion of the Transaction, it being specified that the Board shall inform the Optionee of any proposed Transaction
at least 15 days prior to the completion thereof; and 

  

	•	 	any Options not exercised for any reason on or prior to the date of completion of a Transaction will automatically lapse. 

  

	12.	GRANT 

 12.1.
The Date of Grant of an Option shall be, for all purposes, the date on which the Administrator decides to grant such Option. Notice of Grant shall be provided to each Optionee within a reasonable time after the Date of Grant. 

  
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 12.2. In the event of any tax liability arising on account of the Grant of the Options, the liability to pay such
taxes shall be that of the Beneficiary alone. 
 The Beneficiary shall enter into such agreements of indemnity and execute any and all
documents as the Company may specify for this purpose, if so required at the time of the Grant and at any other time at the discretion of the Company, on such terms and conditions as the Company may think fit, for recovery of the tax due, from the
Beneficiary. 
  

	13.	AMENDMENT AND TERMINATION OF THE PLAN


  

	 	(a)	Amendment and Termination 

 The Administrator may at any time amend, alter, suspend or terminate the
Plan. 
  

	 	(b)	Shareholders’ approval 

 The Company shall obtain shareholders’ approval of any Plan amendment
to the extent necessary and desirable to comply with Applicable Laws (including the requirements of any exchange or quotation system on which Shares may then be listed or quoted). Such shareholders approval, if required, shall be obtained in such a
manner and to such a degree as is required by the applicable law, rule or regulation. 
  

	 	(c)	Effect of amendment or termination 

 No amendment, alteration, suspension or termination of the Plan
shall impair the rights of any Optionee, unless mutually agreed otherwise between the Optionee and the Administrator, which agreement must be in writing and signed by the Optionee and the Company. 

 

	14.	CONDITIONS UPON ISSUANCE OF SHARES 


 

	 	(a)	Legal Compliance 

 Shares held by a US Beneficiary shall not be sold or issued pursuant to the exercise
of an Option unless the exercise of such Option, and the issuance or sale and delivery of such Shares shall comply with all relevant provisions of law including, without limitation, the Law, the “Securities Act” of 1933, as amended,
the “Exchange Act”, the rules and regulations promulgated thereunder, Applicable Laws and the requirements of any stock exchange or quotation system upon which the Shares may then be listed or quoted. 

 

	 	(b)	Investment Representations 

 As a condition to the exercise of an Option by a US Beneficiary, the Company
may require the person exercising such Option to represent and warrant at the time of any such exercise that the Shares are being subscribed or purchased only for investment and without any present intention to sell or distribute such Shares if, in
the opinion of counsel for the Company, such a representation is required. 

  
 - 13 - 









	15.	LIABILITY OF COMPANY 


15.1. The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by any counsel to the Company to
be necessary to the lawful issuance or sale of any Shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained. 

15.2. The Company and its Affiliated Companies may not be held responsible in any way if the Beneficiary for any reason not attributable to the Company or its
Affiliated Companies was not able to exercise the Options or acquire the Shares. 
  

	16.	SHAREHOLDERS’ APPROVAL 


The Plan shall be subject to approval by the shareholders of the Company within twelve (12) months of the date the Plan is adopted by the Board. Such
shareholder approval shall be obtained in the manner and to the degree required under the Law and Applicable Laws. 
  

	17.	LAW, JURISDICTION 


This Plan shall be governed by and construed in accordance with the laws of France. 

The relevant court of the registered office of the Company shall be exclusively competent to determine any claim or dispute arising in connection herewith.

 The Grant of Options under this Plan shall entitle the Company to require the Beneficiary to comply with such requirements of law as may be necessary in
the Options of the Company from time to time. 
 * 

*    *    * 

  
 - 14 - 








 CRITEO 

STOCK OPTION GRANT AGREEMENT 

Part I 
 NOTICE OF STOCK
OPTION GRANT 
 [Optionee’s Name and Address] 
 You
have been granted Options to subscribe ordinary Shares of the Company, subject to the terms and conditions of the 2009 Stock Option Plan FR/US (the “Plan”) and this Option Agreement. Options are governed by articles L. 225-177 and
following of the French Commercial Code. They are not part of the employment agreement or of the office which has allowed the Optionee to be granted the Options. Neither do they constitute an element of the Optionee’s remuneration. Unless
otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Option Agreement. 
  

			
	Grant Number:	  	  

	Date of Grant:	  	  

	Vesting Commencement Date:	  	  

	Exercise Price per Share:	  	  

	Total Number of Shares Granted:	  	  

	Total Exercise Price:	  	  

	Type of Options:	  	[Incentive Stock Option]
		  	[Nonstatutory Stock Option]
	Term/Expiration Date:	  	  


 We draw your attention upon the fact that should you be an officer or an employee of the Company or an Affiliated
Company having its registered office in France, the Shares sold or issued, as a result of the exercise of an Option, shall be held in the nominative form and shall not be sold prior to the earliest of four years from the Date of Grant of the Options
without exceeding three years from the date of exercise of the Options, even if, in the meantime, you loose the Continuous Status as a Beneficiary. This prohibition of sale will be mentioned in your shareholder’s account. However, this
restriction will not be applicable in case of death or Incapacity. In addition, this restriction will not be applicable in case of Dismissal or Retirement, if the Options have been exercised at least three months before the Date of Dismissal or
Retirement. 
 It is as a consequence, hereby, given mandate to the authorized financial intermediary holding the individual
shareholders’ accounts of the Company not to register any assignment or transfer of Shares resulting from the exercise of Options occurring prior to the expiration of the above-mentioned period of four ( 4 ) years. 

  
 - 15 - 








 Where the exercise of an Option, as described under Article 9.(a) of the Plan, would lead the Company to be
liable for any payment, whether due to fees, taxes or to charges of any nature whatsoever, in place of the Optionee, such Option shall be deemed duly exercised when the full payment for the Shares with respect to which the Option is exercised is
executed by the Optionee and the Optionee provides the Company with either the receipt stating the payment by the Optionnee of any such fee, tax or charge, as above described that would otherwise be paid by the Company upon exercise of the Option,
in place of the Optionee or, the full payment, under the same conditions, of any amount due upon the exercise of the Option to be borne by the Company. 

In the event that you infringe one of the above mentioned commitments, you shall be liable for any consequences resulting from such infringement for the
Company and undertake to indemnify the Company in respect of all amounts payable by the Company in connection with such infringement. 
 IT IS
HEREBY SPECIFIED THAT THE ABOVE FOUR PARAGRAPHS SHALL NOT APPLY TO YOU AS LONG AS YOU DO NOT BECOME A FRENCH TAX RESIDENT. 
 Validity of the
Options: 
 The Options will be valid as from the Date of Grant. 

Vesting Schedule: 
 [The Options may be exercised by the
Beneficiary on the basis of the following initial vesting schedule subject to the condition precedent that the Optionee shall have previously returned to the Company the documents referred to under section 1.2. of Part II of the Stock Option Grant
Agreement duly initialed and signed: 
  

	•	 	up to one third of the Options as from the first anniversary of the Date of Grant, 

  

	•	 	then, up to 1/12th at the expiraton of each quarter following the first anniversary of the Date of Grant, and this during twenty-four (24) months thereafter, and 


 

	•	 	at the latest within ten (10) years as from the Date of Grant or in case of death or Disability of the Optionee during such then (10) year period, six (6) months as from the death or Disability of the
Optionee. 

 The number of Options that could be exercised pursuant to the above vesting schedule will always be rounded down to the nearest
full number. 
 If the Beneficiary fails to exercise the Options in whole or in part within the said period of ten (10) years (as may be extented to
six (6) months from the death or Disability of the Optionee, the Options will lapse automatically. 

  
 - 2 - 








 Additionally, unless otherwise decided by the Board before the date of completion of the relevant Transaction (as
defined below): 
  

	•	 	in the event of a merger of the Company into another corporation or of the sale by one or several shareholders of the Company, acting alone or in concert, to one or several third parties of a number of Shares resulting
in a transfer of the control (within the meaning of article L. 233-3 of the Law) of the Company to said third parties (in each case, a “Transaction”), the Optionee’s right to exercise the Options will be accelerated so that the
Optionee may exercise all of them with effect immediately prior to the completion of the Transaction except as set forth in the next paragraph; 

  

	•	 	the Optionee will not benefit from this acceleration of the vesting in the event the Transaction occurs in the 12 months following the Date of Grant; 


 

	•	 	the Options that may be exercised shall have to be exercised no later than immediately prior to the completion of the Transaction, it being specified that the Board shall inform the Optionee of any proposed Transaction
at least 15 days prior to the completion thereof; and 

  

	•	 	any Options not exercised for any reason on or prior to the date of completion of a Transaction will automatically lapse.] 


Termination Period: 
 Unless otherwise decided by the
Board, the Options may be exercised for one (1) month after termination of the Optionee’s Continuous Status as a Beneficiary, to the extent the Options are exercisable at the time of termination. 

Unless otherwise decided by the Board, upon the death or Disability of the Optionee, the Options may be exercised during a period of six (6) months as
provided in the Plan. 
 Save as provided in the Plan, in no event shall the Options be exercised later than the Term/Expiration Date as provided above.
Should the Options expire or become unexercisable for any reason without having been exercised in full, the unsubscribed Shares which were subject thereto shall, unless the Plan shall have been terminated, become available for future grant under the
Plan. 
 By his signature and the signature of the Company’s representative below, the Optionee and the Company agree that the Options are granted
under and governed by the terms and conditions of the Plan and this Option Agreement. The Optionee has reviewed the Plan and this Option Agreement in their entirely, has had the opportunity to obtain the advice of counsel prior to executing this
Option Agreement and fully understands all provisions of the Plan and Option Agreement. The Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions relating to the
Plan and Option Agreement. The Optionee further agrees to notify the Company upon any change in the residence address indicated below. 

  
 - 3 - 








 CRITEO 

STOCK OPTION GRANT AGREEMENT 

Part II 
 TERMS AND
CONDITIONS 
 1. Grant of Options. 

1.1. The Administrator of the Company hereby grants to the Optionee named in the Notice of Grant attached as Part I of this Agreement (the
“Optionee”), [            ] options (the “Options”) to subscribe the number of ordinary Shares, as set forth in the Notice of Grant, at the exercise price per Share set
forth in the Notice of Grant (the “Exercise Price”), subject to the terms and conditions of the Plan, which is incorporated herein by reference. 

In the event of a conflict between the terms and conditions of the Plan and the terms and conditions of this Option Agreement, the terms and conditions of the
Plan shall prevail. 
 If designated in the Notice of Grant as an Incentive Stock Option, this Option is intended to qualify as an Incentive Stock
Option under Section 422 of the Code although the Company makes no representation as to the tax status of the Option. However, if this Option is intended to be an Incentive Stock Option, to the extent that it exceeds the U.S.$
100,000 rule of Code Section 422(d) the excess shall be treated as a Non- Statutory Stock Option 
 1.2. An Option will be valid as
from the Date of Grant. 
 1.3. In the event of any tax liability arising on account of the Grant of the Options, the liability to pay such
taxes shall be that of the Beneficiary alone. The Beneficiary shall enter into such agreements of indemnity and execute any and all documents as the Company may specify for this purpose, if so required at the time of the Grant and at any other time
at the discretion of the Company, on such terms and conditions as the Company may think fit, for recovery of the tax due, from the Beneficiary. 

2. Exercise of Options 
 (a) Right to
Exercise. An Option is exercisable during its term in accordance with the Vesting Schedule set out in the Notice of Grant and the applicable provisions of the Plan and this Option Agreement, subject to the condition precedent that the Optionee
shall have previously returned to the Company Part I and Part II of the Stock Option Grant Agreement duly initialed (all pages but for the signature page) and signed (signature page). In the event of Optionee’s death, Disability or other
termination of Optionee’s Continuous Status as a Beneficiary, the exercisability of an Option is governed by the applicable provisions of the Plan and this Option Agreement. 

  
 - 4 - 








 (b) Method of Exercise. An Option is exercisable by delivery of an exercise notice, in the form attached
hereto (the “Exercise Notice”), comprising a share subscription form (bulletin de souscription) which shall state the election to exercise the Option, the number of Shares in respect of which the Option is being exercised (the
“Exercised Shares”), and such other representations and agreements as may be required by the Company pursuant to the provisions of the Plan. The Exercise Notice shall be signed by the Optionee and shall be delivered in person or by
certified mail to the Company or its designated representative or by facsimile message to be immediately confirmed by certified mail to the Company. The Exercise Notice shall be accompanied by payment of the aggregate Exercise Price as to all
Exercised Shares. An Option shall be deemed to be exercised upon receipt by the Company of such fully executed Exercise Notice accompanied by the proof of payment of such aggregate Exercise Price. 

No Share shall be issued pursuant to the exercise of an Option unless such issuance and exercise complies with all relevant provisions of law as set out under
Section 14(a) of the Plan. 
 Upon exercise of an Option, the Shares issued to the Optionee shall be assimilated with all other Shares of the Company
and shall be entitled to dividends for the fiscal year in course during which the Option is exercised. 
 3. Method
of Payment. Payment of the aggregate Exercise Price shall be by any of the following, or a combination thereof, at the election of the Optionee: 
  

	 	(1)	wire transfer with the execution of the corresponding exchange contract; 

  

	 	(2)	check; or 

  

	 	(3)	any combination of the foregoing methods of payment. 

 Where the exercise of an Option would lead
the Company to be liable for any payment, whether due to fees, taxes or to charges of any nature whatsoever, in place of the Optionee, such Option shall be deemed duly exercised when (a) the full payment for the Shares with respect to which the
Option is exercised is executed by the Optionee and (b) the Optionee provides the Company with either (i) the receipt stating the payment by the Optionee of any such fee, tax or charge, as above described that would otherwise be paid by
the Company upon exercise of the Option, in place of the Optionee or, (ii) the full payment, under the same conditions, of any amount due upon the exercise of the Option to be borne by the Company. 

The Company and its Affiliated Companies may not be held responsible in any way if the Beneficiary for any reason not attributable to the Company or its
Affiliated Companies was not able to exercise the Option or purchase the Shares. The payment for the purchase of the shares shall be made by the Optionee under his/her own responsibility according to these Terms and Conditions. 

4. Non-Transferability of Option. An Option may not be transferred in any manner otherwise than by will or by the laws of descent or
distribution and may be exercised during the lifetime of the Optionee only by the Optionee. The terms of the Plan and this Option Agreement shall be binding upon the executors, administrators, heirs, successors and assigns of the Optionee. 

  
 - 5 - 








 5. Term of Options. Subject as provided in the Plan, an Option may be exercised only
within the term set out in the Notice of Grant, and may be exercised during such term only in accordance with the Plan and the terms of this Option Agreement. 

6. Prohibition to sell. However unless provided otherwise in part I of this Agreement, as an exception to the above, the Shares
issued to a Beneficiary who is, at the Date of Grant of the Options, president of the board of directors, general manager, deputy general manager, president or member of the management board or employee of the Company or of an Affiliated Company
having its registered office in France shall be held in the nominative form and shall not be sold prior to the earliest of four years from the Date of Grant of the Options without exceeding three years from the date of exercise of the Options, even
if, in the meantime, the Beneficiary looses the Continuous Status as a Beneficiary. This prohibition of sale will be mentioned in the relevant shareholder’s account of the Company. However, this restriction will not be applicable in case of
death or Incapacity of the Beneficiary. In addition, this restriction will not be applicable in case of Dismissal or Retirement of the Beneficiary, if the Options have been exercised at least three months before the Date of Dismissal or
Retirement. 
 It is as a consequence, hereby, given mandate to the authorized financial intermediary holding the individual
shareholders’ accounts of the Company not to register any assignment or transfer of Shares resulting from the exercise of Options occurring prior to the expiration of the above-mentioned period of four ( 4 ) years. 

In the event that a Beneficiary infringes one of the above mentioned commitments, such Beneficiary shall be liable for any consequences resulting from
such infringement for the Company and undertakes to indemnify the Company in respect of all amounts payable by the Company in connection with such infringement. 

The above three paragraphs shall not apply to you as long as you do not become a French tax resident. 

7. Entire Agreement; Governing Law. The Plan is incorporated herein by reference. The Plan and this Option Agreement constitute the
entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Optionee with respect to the subject matter hereof, and may not be modified adversely
to the Optionee’s interest except by means of a writing signed by the Company and Optionee. This agreement is governed by the laws of the Republic of France. 

Any claim or dispute arising under the Plan or this Agreement shall be subject to the exclusive jurisdiction of the court competent for the
place of the registered office of the Company. 

  
 - 6 - 








 8. Language. The Company and the Optionee recognize that the Plan and this Agreement have
been prepared both in the French and the English languages. The French version is the version that binds the parties, which is to be signed by the Optionee and returned to the Company; notwithstanding this, the English version represents an
acceptable translation and, consequently, no official translation will be required for the interpretation of this agreement. 
 9. Tax
Obligations. Regardless of any action the Company or Optionee’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“Tax-Related
Items”), Optionee acknowledges that the ultimate liability for all Tax-Related Items legally due by Optionee is and remains Optionee’s responsibility and that the Company and/or the Employer (1) make no representations or undertakings
regarding the treatment of any Tax-Related Items in connection with any aspect of the Option grant, including the grant, vesting or exercise of the Option, the subsequent sale of shares of Common Stock acquired pursuant to such exercise and the
receipt of any dividends; and (2) do not commit to structure the terms of the grant or any aspect of the Option to reduce or eliminate Optionee’s liability for Tax-Related Items. 

Prior to exercise of the Option, Optionee will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy
all withholding obligations of the Company and/or the Employer, if any. In this regard, Optionee authorizes the Company and/or the Employer to withhold all applicable Tax-Related Items legally payable by Optionee from Optionee’s compensation
paid to Optionee by the Company and/or Employer or from proceeds of the sale of Shares. Alternatively, or in addition, if permissible under local law, the Company may sell or arrange for the sale of Shares that Optionee acquires to meet the
withholding obligation for Tax-Related Items. Finally, Optionee will pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of Optionee’s participation in the
Plan or Optionee’s purchase of Shares that cannot be satisfied by the means previously described. The Company may refuse to honor the exercise and refuse to deliver the Shares issuable upon exercise of the Options if Optionee fails to comply
with Optionee’s obligations in connection with the Tax-Related Items as described in this section. 
 10. Nature of Grant. In
accepting the grant, Optionee acknowledges that: 
 (a) the Plan is established voluntarily by the Company, it is discretionary in nature
and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and this Agreement; 

(b) the grant of the Option is voluntary and occasional and does not create any contractual or other right to receive future grants of
options, or benefits in lieu of options, even if options have been granted repeatedly in the past; 
 (c) all decisions with respect to
future option grants, if any, will be at the sole discretion of the Company; 
 (d) Optionee’s participation in the Plan shall not
create a right to further employment with the employer and shall not interfere with the ability of the Employer to terminate Optionee’s employment relationship at any time with or without cause; 

  
 - 7 - 








 (e) Optionee is voluntarily participating in the Plan; 

(f) the Option is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or
the Employer, and which is outside the scope of Optionee’s employment contract, if any; 
 (g) the Option is not part of normal or
expected compensation or salary for any purpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long service awards, pension or retirement benefits or similar
payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employer; 

(h) the Option grant will not be interpreted to form an employment contract with the Company, the Employer or any subsidiary or affiliate of
the Company; 
 (i) the future value of the underlying Shares is unknown and cannot be predicted with certainty; 

(j) if the underlying Shares do not increase in value, the Option will have no value; 

(k) if Optionee exercises Optionee’s Option and obtains Shares, the value of those Shares acquired upon exercise may increase or decrease
in value, even below the exercise price; 
 (l) in consideration of the grant of the Option, no claim or entitlement to compensation or
damages shall arise from termination of the Option or diminution in value of the Option or Shares purchased through exercise of the Option resulting from termination of Optionee’s employment the Company or the Employer (for any reason
whatsoever) and Optionee irrevocably releases the Company and the Employer from any such claim that may arise; if, not withstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this
Agreement, Optionee shall be deemed irrevocably to have waived Optionee’s entitlement to pursue such claim; and 
 (m) in the event of
termination of Optionee’s employment, Optionee’s right to receive the Option and vest in the Option under the Plan, if any, will terminate effective as of the date that Optionee receives notice of termination regardless of when such
termination is effective; furthermore, in the event of termination of employment, Optionee’s right to exercise the Option after termination of employment, if any, will be measured by the date on which the Optionee receives notice of
termination; the Company shall have the exclusive discretion to determine when Optionee is no longer actively employed for purposes of Optionee’s Option grant. In addition, any period of notice or compensation in lieu of such notice, that is
given or ought to have been given under any contract, statute, common law or civil law shall be excluded. 
 11. Data Privacy. Optionee
hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of Optionee’s personal data as described in this document by and among, as applicable, the Employer, the Company and its subsidiaries
and affiliates for the exclusive purpose of implementing, administering and managing Optionee’s participation in the Plan. 

  
 - 8 - 








 Optionee understands that the Company and the Employer may hold certain personal information about Optionee,
including, but not limited to, Optionee’s name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company,
details of all options or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in Optionee’s favor, for the exclusive purpose of implementing, administering and managing the Plan
(“Data”). 
 Optionee understands that the recipients of the Data may be located in the United States or elsewhere, and that the
recipients’ country (e.g., the United States) may have different data privacy laws and protections than Optionee’s country. Optionee understands that Optionee may request a list with the names and addresses of any potential recipients of
the Data by contacting Optionee’s local human resources representative. Optionee authorizes the Company and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing
the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing Optionee’s participation in the Plan. Optionee understands that Data will be held
only as long as is necessary to implement, administer and manage Optionee’s participation in the Plan. Optionee understands that Optionee may, at any time, view the Data, request additional information about the storage processing of the Data,
require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing Optionee’s local human resources representative. Optionee understands, however, that refusing or withdrawing
Optionee’s consent may affect Optionee’s ability to participate in the Plan. For more information on the consequences of Optionee’s refusal to consent or withdrawal of consent, Optionee understands that Optionee may contact
Optionee’s local human resources representative. 
 12. Electronic Delivery. The Company may, in its sole discretion, decide
to deliver any documents related to the Option and participation in the Plan or future options that may be granted under the Plan by electronic means or to request Optionee’s consent to participate in the Plan by electronic means. Optionee
hereby consents to receive such documents by electronic delivery and, if requested, to agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the
Company. 

  
 - 9 - 








 13. Severability. The provisions of this Agreement are severable and if any one or more
provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable. 
  

							
	OPTIONEE:	 		  	CRITEO
				
	  
	 		  	By:	  	  

	Signature	 		  		  	
				
	  
	 		  	Title:	  	  

	Print Name	 		  		  	
				
	  
	 		  		  	
	Residence Address	 		  		  	
				
	  
	 		  		  	


  
 - 10 - 








 EXHIBIT A 

CRITEO 

Société Anonyme having a share capital of EUR.[             ]

 Registered office: [            ] 

484 786 249 R.C.S. [            ] 

2009 STOCK OPTION PLAN 

EXERCISE NOTICE 
 (Share
subscription form) 
  

			
	CRITEO	 	
	[            ]	 	
	[            ]	 	
	France	 	[                 ],
[        ]            
		
	Attention: [                    ]	 	

 1. Exercise of Options. Effective as of today,
                    ,     , the undersigned (“Optionee”) hereby elects to subscribe
                     (            ) ordinary shares (the “Shares”) of the
Common Stock of CRITEO (the “Company”) under and pursuant to the Company’s 2009 Stock Option Plan (the “Plan”) adopted by the board on
[                    ] and the Stock Option Agreement dated         
            ,          (the “Option Agreement”). The subscription price for the Shares shall be EUR.
            , as required by the Option Agreement. 
 2. Delivery of Payment. Optionee
herewith delivers to the Company the full subscription price for the Shares. 
 3. Representations of Optionee. The Optionee acknowledges that
Optionee has received, read and understood the Plan and the Option Agreement and agrees to abide by and be bound by their terms and conditions, in particular the Optionee agrees to abide and be bound by the obligation to hold and the
prohibition to sell the Shares provided for in articles 9.(a) of the Plan and 6 of the Option Agreement as well as by the obligation to indemnify which stems from it (to the extent applicable). 

4. Rights as Shareholder. Until the issuance (as evidenced by the appropriate entry on the books of the Company) of the Shares, the Optionee shall
have, as an Optionee, no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the Optioned Stock, except those the Optionee may have as a shareholder of the Company. No adjustment will be made for
rights in respect of which the record date is prior to the issuance date for the Shares, except as provided in Section 
 11 of the Plan. 







 5. Tax consultation. The Optionee understands that Optionee may suffer adverse tax consequences as a
result of Optionee’s subscription or disposition of the Shares. Optionee represents that Optionee has consulted with any tax consultants Optionee deems advisable in connection with the subscription or disposition of the Shares. The Optionee is
not relying on the Company for any tax advice. 
 6. Entire Agreement; Governing Law. The Plan and Option Agreement are incorporated herein by
reference. This Exercise Notice, the Plan and the Option Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and
Optionee with respect to the subject matter hereof, and may not be modified adversely to the Optionee’s interest except by means of a writing signed by the Company and Optionee. This agreement is governed by the laws of the Republic of France.

 * 

*        * 

This Exercise notice is delivered in two originals one of which shall be returned to the Optionee. 

 

							
	Submitted by:	 		 	Accepted by:
	OPTIONEE	 		 	CRITEO
			
	  
	 		 	  

	Signature	 		 	Signature
				
	  
	 		 	Its	 	  

	Print Name	 		 		 	
				
	Address:	 		 		 	
				
	  
	 		 		 	








 CRITEO 

2010 STOCK OPTION PLAN 







 SUMMARY 
  

					
	 	  	Page	 
		
	 1. Purposes of the Plan
	  	 	1	  
		
	 2. Definitions
	  	 	1	  
		
	 3. Shares subject to the Plan
	  	 	5	  
		
	 4. Administration of the Plan
	  	 	6	  
		
	 (a) procedure
	  			
	 (b) powers of the Administrator
	  			
	 (c) effect of Administrator’s decision
	  			
		
	 5. Limitations
	  	 	7	  
		
	 6. Term of the Plan
	  	 	8	  
		
	 7. Term of the Options
	  	 	8	  
		
	 8. Options exercise price and consideration
	  	 	8	  
		
	 (a) subscription or purchase price
	  			
	 (b) waiting period and exercise dates
	  			
	 (c) form of consideration
	  			
		
	 9. Exercise of Options
	  	 	9	  
		
	 (a) procedure for exercise; rights of the shareholders
	  			
	 (b) termination of the Optionee’s Continuous Status as Beneficiary
	  			
	 (c) disability of Optionee
	  			
	 (d) death of Optionee
	  			









					
	 	  	Page	 
		
	 10. Non-transferability of Options
	  	 	12	  
		
	 11. Adjustments upon changes
	  	 	12	  
		
	 (a) changes in capitalization of the Company
	  			
	 (b) dissolution or liquidation of the Company
	  			
	 (c) Change in Control
	  			
		
	 12. Date of grant
	  	 	13	  
		
	 13. Amendment and termination of the Plan
	  	 	14	  
		
	 (a) amendment and termination
	  			
	 (b) shareholders’s approval
	  			
	 (c) effect of amendment or termination
	  			
		
	 14. Conditions upon issuance of shares
	  	 	14	  
		
	 (a) legal compliance
	  			
	 (b) investment representations
	  			
		
	 15. Liability of the Company
	  	 	16	  
		
	 16. Shareholder’s approval
	  	 	16	  
		
	 17. Law, jurisdiction
	  	 	16	  
		
	 Stock Option Grant Agreement
	  			
		
	 Part I - Notice of stock option grant
	  			
	 Part II - Terms and conditions
	  			
		
	 Exhibit A - Form of contractual undertaking1
	  			
	 Exhibit B - Exercise notice
	  			

  

	1 	The contractual undertaking by its terms terminated upon an IPO and is no longer required. 








 CRITEO 

2010 STOCK OPTION PLAN 
 In accordance with
the authorization granted by the extraordinary general shareholders’ meeting of November 16, 2010 the board of directors decided on November 16, 2010, in compliance with the provisions of articles L. 225-177 et. seq. of the French
Commercial Code, to adopt the 2010 stock option plan of CRITEO, the terms and conditions of which are set out below. 
  

	1.	PURPOSES OF THE PLAN 


The purposes of the Plan are: 
  

	 	•	 	to attract and retain the best available personnel for positions of substantial responsibility; 

  

	 	•	 	to provide additional incentive to Beneficiaries; and 

  

	 	•	 	to promote the success of the Company’s business. 

 Options granted under the Plan to U.S. Beneficiaries
are intended to be Incentive Stock Options or Non-Statutory Stock Options, as determined by the Administrator at the time of grant of an Option, and shall comply in all respects with Applicable Laws in order that they may benefit from available tax
advantages. 
  

	2.	DEFINITIONS. 

  


	(a)	“Administrator” means the board of the Company which shall administer the Plan in accordance with Section 4 of the Plan. 


 

	(b)	“Affiliated Company” means a company which conforms with the criteria set forth in article L. 225-180 of the Law as follows: 


 

	 	•	 	companies of which at least ten per cent (10%) of the share capital or voting rights is held directly or indirectly by the Company; 


 

	 	•	 	companies which own directly or indirectly at least ten per cent (10%) of the share capital or voting rights of the Company; and 


 

	 	•	 	companies of which at least fifty per cent (50%) of the share capital or voting rights is held directly or indirectly by a company which owns directly or indirectly at least fifty percent (50%) of the share
capital or voting rights of the Company, 

  

	(c)	“Applicable Laws” means for the US the legal requirements relating to the administration of stock option plans under state corporate and securities laws and the Code in force in the United States of
America. 









	(d)	“Beneficiary” means the president of the board of directors (président du conseil d’administration), the general manager (directeur général) and the deputy
general managers (directeurs généraux délégués) or, as the case may be, the president and the members of the management board (président et membres du directoire) of the Company as well as any
individual employed by the Company or by any Affiliated Company under the terms and conditions of an employment contract, it being specified that a term of office of director of the Company or director of an Affiliated Company (remunerated or not)
shall not be deemed to constitute an employment relationship. 

  

	(e)	“Board” means the board of directors of the Company. 

 (f) “Change in Control” means
(i) a merger (fusion) of the Company with or into another corporation, other than to another corporation, entity or person in which the holders of at least a majority of the voting rights and share capital of the Company outstanding immediately
prior to such transaction continue to hold (either by such shares remaining outstanding in the continuing entity or by being converted into shares of voting rights and share capital of the surviving entity) a majority of the total voting rights and
share capital of the Company (or the surviving entity) outstanding immediately after such transaction (an “Excluded Entity”), or (ii) the sale (vente) or other form of transfer by one or several shareholders of the Company to any
person or group of persons of a number of Shares such that the transferee(s) shall own a majority of the voting rights and share capital of the Company, or (iii) the sale, lease or other disposition, in a single transaction or in a series of
related transactions, of all or substantially all of the assets of the Company other than to (1) a corporation or other entity of which at least a majority of its combined voting rights and share capital is owned directly or indirectly by the
Company or (2) an Excluded Entity. 
  

	(g)	“Code” means the United States Internal Revenue Code of 1986, as amended. 

  

	(h)	“Company” means CRITEO, a corporation organized under the laws of the Republic of France. 

  

	(i)	 “Continuous Status as a Beneficiary” means as regards the president of the board of directors, the general manager, the deputy
general manager(s) or, as the case may be, the president and the members of the management board that the term of their office has not been terminated and, as regards an employee that the employment relationship between the Beneficiary and the
Company or any Affiliated Company is not terminated. Continuous Status as a Beneficiary shall not be considered terminated in the case of (i) any leave of absence having received a prior approval from the Company or requiring no prior approval
under U.S. laws, or (ii) transfers between locations of the Company or between the Company or any Affiliated Company or the contrary or also from an Affiliated Company to another Affiliated Company. Leaves of absence which must receive a prior
approval from the Company for the non-termination of the Continuous Status as a Beneficiary shall include leaves of more than three (3) months for illnesses or conditions about which the employee has advance




  
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knowledge, military leave, or any other personal leave. For purposes of U.S. Beneficiaries and Incentive Stock Options, no such leave may exceed ninety (90) days, unless reemployment upon
expiration of such leave is guaranteed by statute contract or Company policies. If reemployment upon expiration of a leave of absence approved by the Company is not so guaranteed, on the 91st day of such leave any Incentive Stock Option held by a
U.S. Beneficiary shall cease to be treated as an Incentive Stock Option and shall be treated for U.S. tax purposes as a Non-Statutory Stock Option. 

  

	(j)	“Date of Dismissal” means the date the employee received its dismissal letter. 

  

	(k)	“Date of Grant” means the date of the decision of the Board to grant the Options. 

  

	(l)	“Disability” means a disability declared further to a medical examination provided for in article L. 4624-21 of the French Labour Code or pursuant to any similar provision applicable to a foreign
Affiliated Company. 

  

	(m)	“Exchange Act” means the United States Securities Exchange Act of 1934, as amended. 

  

	(n)	“Fair Market Value” means the value for one Share as determined in good faith by the Administrator, according to the following provisions, as provided in the Shareholder Authorization:


 (i) as long as the Shares will not be listed on a regulated market of the European Union or on a Swiss stock exchange market
or on the National Association of Securities Dealers Inc. Automated Quotation (“NASDAQ”) System or on the New York Stock Exchange in the United States of America, the subscription or purchase price will be determined in accordance with the
provision of article L. 225-177 of the French commercial Code and will be at least equal to the price per share retained at the time of the last operation affecting the share capital of the Company, unless otherwise decided by the Board by a
well-founded decision; 
 (ii) from the date on which the Company shall be listed on a regulated market of the European Union or on a Swiss
stock exchange market or on the National Association of Securities Dealers Inc. Automated Quotation (“NASDAQ”) System or on the New York Stock Exchange in the United States of America, the Board may determine the subscription or purchase
price of a share by reference to the closing sales price of one share on such regulated market for the day prior to the day of the decision of the Board to grant the Options. However, the purchase or subscription price shall in no case be less than
ninety five per cent (95%) of the average of the closing sales price for a share as quoted on said stock exchange market during the twenty market trading days prior to the day of the Board’s decision to grant the Options, 

  
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 (iii) for US Beneficaries, the subscription or purchase price shall not be less than the fair
market value of the Shares on the Date of Grant, determined as follows (a) if the Shares are listed or quoted for trading on an exchange, the value will be deemed to be the closing or last offer price, as applicable, of the Shares on the
principal exchange upon which such securities are traded or quoted on such date, provided, if such date is not a trading day, on the last market trading day prior to such date; and (b) if the Shares are not listed or quoted for trading on an
exchange, the fair market value of the Shares as determined by the Board, consistent with the requirements of Sections 422 with respect to Incentive Stock Options, and 409A of the Code with respect to Options not intended to be Incentive Stock
Options, 
 it being specified that, when an Option entitles the holder to purchase shares previously repurchased by the Company, the exercise price,
notwithstanding the above provisions and in accordance with applicable law, may not be less than 80% of the average purchase price paid by the Company for all shares so previously repurchased. 

This price settled for the subscription or purchase of Shares shall not be modified during the period in which the Option may be exercised. However, if the
Company makes one of the operations mentioned in article L. 225-181 of the French Commercial Code, it must take all necessary measures to protect Optionee’s interests in the conditions provided for by article L 228-99 of the French Commercial
Code. In case of issuance of securities granting the common stock access, as well as in case of Company’s merger or scission, the Board may decide, for a limited period of time, to suspend the exercisability of the Options. 

 

	(o)	“Incentive Stock Option” means an Option intended to qualify as an incentive stock option within the meaning of Section 422 of the Code and the regulations promulgated thereunder.


  

	(p)	“Law” means the French Commercial Code. 

  

	(q)	“Non-Statutory Stock Option” means an Option which does not qualify as an Incentive Stock Option. 

  

	(r)	“Notice of Grant” means a written notice evidencing the main terms and conditions of an individual Option grant. The Notice of Grant is part of the Option Agreement. 


 

	(s)	“Officer” means either a U.S. Beneficiary designed by the Company or an Affiliated Company, as the case may be, as an officer (as defined in section 16 of the Exchange Act and its regulations),


  

	(t)	“Option” means an option to purchase or subscribe Shares granted pursuant to the Plan. 

  

	(u)	“Optionee” means a Beneficiary who holds at least one outstanding Option. 


  
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	(v)	“Option Agreement” means a written agreement entered into between the Company and an Optionee evidencing the terms and conditions of an individual Option grant. The Option Agreement is subject to the
terms and conditions of the Plan. 

  

	(w)	“Option Exchange Program” means a program whereby outstanding Options are surrendered in exchange for Options with different exercise conditions. 


 

	(x)	“Parent” means a “parent corporation”, whether now or hereafter existing, as defined in Section 424(e) of the Code. 


 

	(y)	“Plan” means the 2010 Stock Option Plan as approved by the Board on November 16, 2010. 

  

	(z)	“Retirement” means, pursuant to article L. 1237-5 of the French labor code, the retirement, upon the employer’s decision, at full rate of an employee who has reached the age giving right to
retirement, or any similar provision applicable to a foreign Affiliated Company. 

  

	(aa)	“Share” means a share of common stock (action ordinaire) of the Company 

  

	(bb)	“Shareholders Authorization” means the authorization given by the shareholders of the Company in the extraordinary general meeting held on November 16, 2010 as increased or amended from time to
time by a further general meeting of the shareholders permitting the Board to grant Stock Options. 

  

	(cc)	“Share Capital” means the issued and paid up capital of the Company. 

  

	(dd)	“Subsidiary” means a “subsidiary corporation”, whether now or hereafter existing, as defined in Section 424(f) of the Code. 


 

	(ee)	“U.S. Beneficiary” means a Beneficiary of the Company or an Affiliated Company residing in the United States or otherwise subject to United States’ laws, regulations or taxation. 


 

	3.	SHARES SUBJECT TO THE PLAN 


Subject to the provisions of Section 11 of the Plan and pursuant to the Shareholder Authorization, the maximum aggregate number of Shares which may be
optioned and issued under the Plan is equal to 2,250,000 with a nominal value of 0.01 Euro each, as may be adjusted to take into account any operation of split or grouping of Shares. For “Incentive Stock Options”, the maximum number of
Shares which may be optioned and issued is equal to 2,250,000. The Shares optioned and issued under the Plan may be newly issued Shares, treasury Shares or Shares purchased on the open market. 

  
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 Should the Option expire or become unexercisable for any reason without having been exercised in full, the
unsubscribed Shares which were subject thereto shall, unless the Plan shall have been terminated, become available again for future grant under the Plan. 
  

	4.	ADMINISTRATION OF THE PLAN 


 

	 	(a)	Procedure 

 The Plan shall be administered by the Administrator. 

 

	 	(b)	Powers of the Administrator. 

 Subject to the provisions of the Law, the Shareholders Authorization, the
Plan, and the Applicable Laws, the Administrator shall have the authority, in its discretion: 
  

	 	(i)	to determine the Fair Market Value of the Shares, in accordance with Section 2(m) of the Plan; 

  

	 	(ii)	to determine the Beneficiaries to whom Options may be granted hereunder; 

  

	 	(iii)	to select the Beneficiaries and determine whether and to what extent Options are granted hereunder; 

  

	 	(iv)	to approve or amend forms of agreement for use under the Plan; 

  

	 	(v)	to determine the terms and conditions of any Options granted hereunder. Such terms and conditions include, but are not limited to, the exercise price, the time or times when Options may be exercised (which may be
based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation regarding any Option or the Shares relating thereto, based in each case on such factors as the Administrator, in its
sole discretion, shall determine with the exception of the exercise price; it being specified that the Administrator’s discretion remains subject to the rules and limitations set forth in this Plan and in the Law; 


 

	 	(vi)	to construe and interpret the terms of the Plan and Options granted pursuant to the Plan; 

  

	 	(vii)	to prescribe, amend and rescind rules and regulations relating to the Plan, including rules and regulations relating to sub-plans established for the purpose of qualifying for preferred tax treatment under
foreign tax laws; 


  
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	 	(viii)	to modify or amend each Option (subject to the provisions of Section 13(c) of the Plan), including the discretionary authority to extend the post-termination exercise period of Options after the termination
of the employment agreement or the end of the term of office, longer than is otherwise provided for in the Plan; 

  

	 	(ix)	to authorize any person to execute on behalf of the Company any instrument required to effect the grant of an Option previously granted by the Administrator; 


 

	 	(x)	to implement an Option Exchange Program; 

  

	 	(xi)	to determine the terms and restrictions applicable to Options; and 

  

	 	(xii)	to make all other determinations deemed necessary or appropriate for administering the Plan. 

  

	 	(c)	Effect of Administrator’s Decision. 

 The Administrator’s decisions, determinations and
interpretations shall be final and binding on all Optionees. 
  

	5.	LIMITATIONS 


(a) In the case of U.S. Beneficiaries, each Option shall be designated in the Notice of Grant either as an “Incentive Stock Option” or
as a “Non-Statutory Stock Option”. Incentive Stock Options may only be granted to Beneficiaries of the Company or a Subsidiary who meet the definition of “employees” under Section 3401(c) of the Code. 

Nevertheless, the aggregate Fair Market Value of the Shares covered by Incentive Stock Options granted under the Plan or any other stock option program of the
Company (or any Parent or subsidiary of the Company) that become exercisable for the first time in any calendar year shall not exceed U.S. $100,000: to the extent the aggregate Fair Market Value of such Shares exceeds U.S. $100,000, the Options
covering those Shares the Fair Market Values of which causes the aggregate Fair Market Value of all such Shares to be in excess of U.S. $100,000 shall be treated as Non-Statutory Options. Incentive Stock Options shall be taken into account in the
order in which they were granted, and the aggregate Fair Market Value of the Shares shall be determined as of the Date of the Grant. 
 (b) The
Options are governed by articles L. 225-177 and following of the Law. They are not part of the employment agreement or of the office which has allowed the Optionee to be granted the Option. Neither do they constitute an element of the
Optionee’s remuneration. 

  
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 Neither the Plan nor any Option shall confer upon an Optionee any right with respect to continuing the
Optionee’s employment or his term of office with the Company or any Affiliated Company, nor shall they interfere in any way with the Optionee’s right or the Company’s or Affiliated Company’s right, as the case may be, to
terminate such employment or such term of office at any time, with or without cause. 
 (c) Other than as expressly provided hereunder, no member of
the board of directors of the Company or of the supervisory board (in the event of change of management formula of the Company) or of an equivalent management body of an Affiliated Company shall be as such eligible to receive Options under the Plan.

  

	6.	TERM OF PLAN 


Subject to the approval of the shareholders of the Company in accordance with Section 16 of the Plan, the Plan shall be effective and Options may be
granted as of November 16, 2010, the date of the Plan’s adoption by the Board. Options may be granted hereunder until January 16, 2014. It shall continue in effect until the date of termination of the last Option in force, unless
terminated earlier under Section 13 of the Plan. 
  

	7.	TERM OF OPTIONS 


The term of each Option shall be stated in the Notice of Grant as ten (10) years from the date of grant, in accordance with the Shareholders Authorization
or, in case of death or Disability of the Optionee during such 10-year period, six (6) months from the death or Disability of the Optionee in accordance with French law. 
  


	8.	OPTIONS EXERCISE PRICE AND CONSIDERATION 


 

	 	(a)	Subscription or purchase Price 

 The per Share subscription or purchase price for the Shares to be issued
or sold pursuant to exercise of an Option shall be determined by the Administrator on the basis of the Fair Market Value. 
 (i) In the case
of an “Incentive Stock Option” granted to a U.S. Beneficiary who, at the time the Incentive Stock Option is granted, owns stock representing more than ten percent (10%) of the voting rights of all classes of stock of the Company or
any Parent or Subsidiary of the Company and, to the extent such Beneficiary is permitted by the Law to receive Option grants, the per Share subscription or purchase price shall be no less than 110% of the fair market value per Share on the Date of
Grant as defined in Section 2(m)(iii); 

  
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 (ii) In the case of a “Non-Statutory Stock Option” or “Incentive Stock
Option”, not covered by Section 8(a)9i) above, granted to any U.S. Beneficiary, the per Share subscription or purchase price shall be no less than 100% of the fair market value per Share on the Date of Grant as defined in
Section 2(m)(iii). 
  

	 	(b)	Waiting Period and Exercise Dates 

 At the time an Option is granted, the Administrator shall fix the
period within which the Option may be exercised and shall determine any conditions which must be satisfied before the Option may be exercised. In so doing, the Administrator may specify that an Option may not be exercised until the completion of a
service period in the Company or an Affiliated Company. 
  

	 	(c)	Form of Consideration 

 The consideration to be paid for the Shares to be issued or purchased upon
exercise of Options, including the method of payment, shall be determined by the Administrator. Such consideration shall consist entirely of an amount in Euro corresponding to the exercise price which shall be paid either by: 

 

	 	(1)	wire transfer; 

  

	 	(2)	check; or 

  

	 	(3)	any combination of the foregoing methods of payment. 

 Where the exercise of an Option would lead
the Company to be liable for any payment, whether due to fees, taxes or to charges of any nature whatsoever, in place of the Optionee, such Option shall be deemed duly exercised when the full payment for the Shares with respect to which the Option
is exercised is executed by the Optionee and the Optionee provides the Company with either the receipt stating the payment by the Optionee of any such fee, tax or charge, as above described that would otherwise be paid by the Company upon exercise
of the Option, in place of the Optionee or, the full payment, under the same conditions, of any amount due upon the exercise of the Option to be borne by the Company. 
  


	9.	EXERCISE OF OPTIONS 


 

	 	(a)	Procedure for Exercise; Rights as a Shareholder 

 Any Option granted hereunder shall be exercisable
according to the terms of the Plan and at such times and under such conditions as determined by the Administrator and set forth in the Option Agreement. 

An Option may not be exercised for a fraction of a Share. 

  
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 An Option shall be deemed exercised when the Company receives : (i) written notice of exercise (in
accordance with the provisions of the Option Agreement) together with a share subscription or purchase form (bulletin de souscription ou d’achat) duly executed by the person entitled to exercise the Option, and (ii) full payment for
the Shares with respect to which the Option is exercised. Full payment may consist of any consideration and method of payment authorized by the Administrator and permitted by the Option Agreement and the Plan. 

Where the exercise of an Option would lead the Company to be liable for any payment, whether due to fees, taxes or to charges of any nature whatsoever,
in place of the Optionee, such Option shall be deemed duly exercised when the full payment for the Shares with respect to which the Option is exercised is executed by the Optionee and the Optionee provides the Company with either the receipt stating
the payment by the Optionee of any such fee, tax or charge, as above described that would otherwise be paid by the Company upon exercise of the Option, in place of the Optionee or, the full payment, under the same conditions, of any amount due upon
the exercise of the Option to be borne by the Company. 
 Upon exercise of an Option, the Shares issued or sold to the Optionee shall be assimilated
with all other Shares of the Company of the same class and shall be entitled to dividends once the Shares are issued for the fiscal year during which the Option is exercised. 

However, as an exception to the above, the Shares sold or issued, as a result of the exercise of an Option, pursuant to the exercise of an Option to a
Beneficiary who is, at the Date of Grant of the Option, president of the board of directors, general manager, deputy general manager, president and member of the management board or employee of the Company or of an Affiliated Company having its
registered office in France shall be held in the nominative form and shall not be sold prior to the earliest of four (4) years from the date of grant of the Option without exceeding three (3) years from the date of exercise of the Option
even if, in the meantime, the Beneficiary loses the Continuous Status as a Beneficiary. This prohibition of sale will be mentioned in the shareholder’s account of the Company. However, this restriction will not be applicable in case of death or
Incapacity of the Beneficiary. In addition, this restriction will not be applicable in case of Dismissal or Retirement of the Beneficiary, if the Options have been exercised at least three months before the Date of Dismissal or Retirement.

 In the event that a Beneficiary infringes one of the above mentioned commitments, such Beneficiary shall be liable for any consequences
resulting from such infringement for the Company and undertakes to indemnify the Company in respect of all amounts payable by the Company in connection with such infringement. 

Granting of an Option in any manner shall result in a decrease in the number of Shares which thereafter may be available for purposes of the Plan, by the
number of Shares as to which the Option may be exercised. 

  
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	 	(b)	Termination of the Optionee’s Continuous Status as Beneficiary 

 Upon termination of an
Optionee’s Continuous Status as a Beneficiary, other than upon the Optionee’s death or Disability, the Optionee may exercise his or her Options, but only within such period of time as is specified in the Notice of Grant, and only for the
part of the Options that the Optionee was entitled to exercise at the date of termination (but in no event later than the expiration of the term of such Options as set forth in the Notice of Grant). Unless a longer period is specified in the Notice
of Grant or otherwise resolved by the Board, an Option shall remain exercisable for one (1) month following the Optionee’s termination of Continuous Status as a Beneficiary. In the case of an “Incentive Stock Option”, such a
period cannot exceed three (3) months following the Optionee’s termination of Continuous Status as a Beneficiary. If, at the date of termination, the Optionee is not entitled to exercise all his or her Options, the Shares covered by the
unexercisable portion of Options shall revert to the Plan. If, after termination, the Optionee does not exercise all of his or her Options within the time specified by the Administrator, the Options shall terminate, and the Shares covered by such
Options shall revert to the Plan. 
  

	 	(c)	Disability of Optionee 

 In the event that an Optionee’s Continuous Status as a Beneficiary
terminates as a result of the Optionee’s Disability, unless otherwise resolved by the Board, the Optionee may exercise his or her Options at any time within six (6) months from the date of such termination, but only to the extent these
Options are exercisable at the time of termination (but in no event later than the expiration of the term of such Options as set forth in the Notice of Grant). If, at the date of termination, the Optionee is not entitled to exercise all of his or
her Options, the Shares covered by the unexercised portion of Options shall revert to the Plan. If, after termination, the Optionee does not exercise all of his or her Options within the time specified herein, the Options shall terminate, and the
Shares covered by such Options shall revert to the Plan. 
  

	 	(d)	Death of Optionee 

 In the event of the death of an Optionee during the term of the Options, unless
otherwise resolved by the Board, the Options may be exercised at any time within six (6) months following the date of death, by the Optionee’s estate or by a person who acquired the right to exercise the Option by bequest or inheritance,
but only to the extent these Options are exercisable at the time of death. If, at the time of death, the Optionee was not entitled to exercise all of his or her Options, the Shares covered by the unexercised portion of Options shall immediately
revert to the Plan. If, after death, the Optionee’s estate or a person who acquired the right to exercise the Options by bequest or inheritance does not exercise the Options within the time specified herein, the Options shall terminate, and the
Shares covered by such Options shall revert to the Plan. 

  
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	10.	NON-TRANSFERABILITY OF OPTIONS 


An Option may not be sold, pledged, assigned, hypothecated, transferred or disposed of in any manner other than by will or by laws of descent or distribution
and may be exercised, during the lifetime of the Optionee, only by the Optionee. 
  

	11.	ADJUSTMENTS UPON CHANGES IN CAPITALIZATION,
DISSOLUTION 

  

	 	(a)	Changes in capitalization 

 In the event of the carrying out by the Company of any of the financial
operations pursuant to article L. 225-181 of the Law as follows: 
  

	 	•	 	amortization or reduction of the share capital, 

  

	 	•	 	amendment of the allocation of profits, 

  

	 	•	 	distribution of free shares, 

  

	 	•	 	capitalization of reserves, profits, issuance premiums, 

  

	 	•	 	the issuance of shares or securities giving right to shares to be subscribed for in cash or by set-off of existing indebtedness offered exclusively to the shareholders; 


the Company shall take the required measures to protect the interest of the Optionees in the conditions set forth in article L. 228-99 of the Law. 

 

	 	(b)	Dissolution or Liquidation 

 In the event of the proposed dissolution or liquidation of the Company, to
the extent that an Option has not been previously exercised, it will terminate immediately prior to the consummation of such proposed action. The Administrator may, in the exercise of its sole discretion in such instances, declare that any Option
shall terminate as of a date determined by the Administrator and give each Optionee the right to exercise his or her Options as to Shares for which the Options would not otherwise be exercisable. 

  
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	 	(c)	Change in Control 

 In the event of a Change in Control, each outstanding Option will be assumed or an
equivalent option or right substituted by the successor corporation or a Parent or Subsidiary of the successor corporation. In the event that the successor corporation or Parent or Subsidiary of the successor corporation does not agree to assume or
substitute for the outstanding Options, each Option that is not assumed or substituted for, will accelerate and become fully vested and exercisable prior to the consummation of the Change in Control at such time and on such conditions as the
Administrator shall determine. In addition, if an Option becomes fully vested and exercisable in lieu of assumption or substitution in the event of a Change in Control, the Administrator will notify the relevant Optionee in writing or electronically
that his or her Option will be fully vested and exercisable for a period of time, which shall not be less than 10 days, determined by the Administrator in its sole discretion, and the Option will terminate upon the expiration of such period. 

For the purposes of this subsection, an Option will be considered assumed if, following the Change in Control, the Option confers the right to purchase or
receive, for each Share subject to the Option immediately prior to the Change in Control, the consideration (whether stock, cash, or other securities or property) or the fair market value of the consideration received in the Change in Control by
holders of Shares for each such Share held on the effective date of the 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); provided, however,
that if such consideration received in the Change in Control is not solely common stock of the successor corporation or its Parent, the Administrator may, with the consent of the successor corporation, provide for the consideration to be received
upon the exercise of an Option for each Share subject to such Option to be solely common stock of the successor corporation or its Parent equal in fair market value to the per share consideration received by holders of common stock of the Company in
the Change in Control. An Option will be considered substituted if, following a Change in Control, the right received in substitution, whether restricted stock, an RSU, or otherwise, is of reasonably equivalent fair market value to the Option
surrendered therefor, as determined by the Administrator in good faith, taking into account the consideration received in the Change in Control by holders of Shares. 
  

	12.	GRANT 

 12.1.
The Date of Grant of an Option shall be, for all purposes, the date on which the Administrator decides to grant such Option. Notice of Grant shall be provided to each Optionee within a reasonable time after the Date of Grant. 

12.2. In the event of any tax liability arising on account of the Grant of the Options, the liability to pay such taxes shall be that of the Beneficiary
alone. 

  
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 The Beneficiary shall enter into such agreements of indemnity and execute any and all documents
as the Company may specify for this purpose, if so required at the time of the Grant and at any other time at the discretion of the Company, on such terms and conditions as the Company may think fit, for recovery of the tax due, from the
Beneficiary. 
  

	13.	AMENDMENT AND TERMINATION OF THE PLAN


  

	 	(a)	Amendment and Termination 

 The Administrator may at any time amend, alter, suspend or terminate the
Plan. 
  

	 	(b)	Shareholders’ approval 

 The Company shall obtain shareholders’ approval of any Plan amendment
to the extent necessary and desirable to comply with Applicable Laws (including the requirements of any exchange or quotation system on which Shares may then be listed or quoted). Such shareholders approval, if required, shall be obtained in such a
manner and to such a degree as is required by the applicable law, rule or regulation. 
  

	 	(c)	Effect of amendment or termination 

 No amendment, alteration, suspension or termination of the Plan
shall impair the rights of any Optionee, unless mutually agreed otherwise between the Optionee and the Administrator, which agreement must be in writing and signed by the Optionee and the Company. 

 

	14.	CONDITIONS UPON ISSUANCE OF SHARES 


 

	 	(a)	Legal Compliance 

 Shares held by a US Beneficiary shall not be sold or issued pursuant to the exercise
of an Option unless the exercise of such Option, and the issuance or sale and delivery of such Shares shall comply with all relevant provisions of law including, without limitation, the Law, the “Securities Act” of 1933, as amended,
the “Exchange Act”, the rules and regulations promulgated thereunder, Applicable Laws and the requirements of any stock exchange or quotation system upon which the Shares may then be listed or quoted. 

  
 - 14 - 









	 	(b)	Investment Representations 

 As a condition to the exercise of an Option by a US Beneficiary, the Company
may require the person exercising such Option to represent and warrant at the time of any such exercise that the Shares are being subscribed or purchased only for investment and without any present intention to sell or distribute such Shares if, in
the opinion of counsel for the Company, such a representation is required. 

  
 - 15 - 









	15.	LIABILITY OF COMPANY 


15.1. The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by any counsel to the Company to
be necessary to the lawful issuance or sale of any Shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained. 

15.2. The Company and its Affiliated Companies may not be held responsible in any way if the Beneficiary for any reason not attributable to the Company or its
Affiliated Companies was not able to exercise the Options or acquire the Shares. 
  

	16.	SHAREHOLDERS’ APPROVAL 


The Plan shall be subject to approval by the shareholders of the Company within twelve (12) months of the date the Plan is adopted by the Board. Such
shareholder approval shall be obtained in the manner and to the degree required under the Law and Applicable Laws. 
  

	17.	LAW, JURISDICTION 


This Plan shall be governed by and construed in accordance with the laws of France. 

The relevant court of the registered office of the Company shall be exclusively competent to determine any claim or dispute arising in connection herewith.

 The Grant of Options under this Plan shall entitle the Company to require the Beneficiary to comply with such requirements of law as may be necessary in
the Options of the Company from time to time. 
 * 

*      *      * 

  
 - 16 - 








 CRITEO 

STOCK OPTION GRANT AGREEMENT 

Part I 
 NOTICE OF STOCK
OPTION GRANT 
 [Optionee’s Name and Address] 
 You
have been granted Options to subscribe ordinary Shares of the Company, subject to the terms and conditions of the 2010 Stock Option Plan (the “Plan”) and this Option Agreement. Options are governed by articles L. 225-177 and following of
the French Commercial Code. They are not part of the employment agreement or of the office which has allowed the Optionee to be granted the Options. Neither do they constitute an element of the Optionee’s remuneration. Unless otherwise defined
herein, the terms defined in the Plan shall have the same defined meanings in this Option Agreement. 
  

			
	Grant Number:	  	  

	Date of Grant:	  	  

	Vesting Commencement Date:	  	  

	Exercise Price per Share:	  	  

	Total Number of Shares Granted:	  	  

	Total Exercise Price:	  	  

	Type of Options:	  	[Incentive Stock Option]
		  	[Nonstatutory Stock Option]
	Term/Expiration Date:	  	  


 We draw your attention upon the fact that, notwithstanding any provisions of the Plan or of this Option Agreement to the
contrary, should you be an officer or an employee of the Company or an Affiliated Company having its registered office in France, the Shares sold or issued, as a result of the exercise of an Option, shall be held in the nominative form and shall not
be sold prior to the earliest of four years from the Date of Grant of the Options without exceeding three years from the date of exercise of the Options, even if, in the meantime, you loose the Continuous Status as a Beneficiary. This prohibition of
sale will be mentioned in your shareholder’s account. However, this restriction will not be applicable in case of death or Incapacity. In addition, this restriction will not be applicable in case of Dismissal or Retirement, if the Options have
been exercised at least three months before the Date of Dismissal or Retirement. 
 It is as a consequence, hereby, given mandate to the
authorized financial intermediary holding the individual shareholders’ accounts of the Company not to register any assignment or transfer of Shares resulting from the exercise of Options occurring prior to the expiration of the above-mentioned
period of four ( 4 ) years. 

  
 - 17 - 








 Where the exercise of an Option, as described under Article 9.(a) of the Plan, would lead the Company to be
liable for any payment, whether due to fees, taxes or to charges of any nature whatsoever, in place of the Optionee, such Option shall be deemed duly exercised when the full payment for the Shares with respect to which the Option is exercised is
executed by the Optionee and the Optionee provides the Company with either the receipt stating the payment by the Optionnee of any such fee, tax or charge, as above described that would otherwise be paid by the Company upon exercise of the Option,
in place of the Optionee or, the full payment, under the same conditions, of any amount due upon the exercise of the Option to be borne by the Company. 

In the event that you infringe one of the above mentioned commitments, you shall be liable for any consequences resulting from such infringement for the
Company and undertake to indemnify the Company in respect of all amounts payable by the Company in connection with such infringement. 
 IT IS
HEREBY SPECIFIED THAT THE ABOVE FOUR PARAGRAPHS SHALL NOT APPLY TO YOU AS LONG AS YOU DO NOT BECOME A FRENCH TAX RESIDENT. 
 Validity of the
Options: 
 The Options will be valid as from the Date of Grant. 

Vesting Schedule: 
 [Unless otherwise determined or
adapted by the Board, the Options may be exercised by the Beneficiary on the basis of the following initial vesting schedule subject to the condition precedent that the Optionee shall have previously returned to the Company the documents referred to
under section 1.2. of Part II of the Stock Option Grant Agreement duly initialed and signed: 
  

	•	 	One-fourth of the Options as from the first anniversary of the Date of Grant, 

  

	•	 	then, 1/16th at the expiration of each quarter following the first anniversary of the Date of Grant during thirty-six (36) months thereafter, and 


 

	•	 	at the latest within ten (10) years as from the Date of Grant or in case of death or Disability of the Optionee during such then (10) year period, six (6) months as from the death or Disability of the
Optionee. 

 The number of Options that could be exercised pursuant to the above vesting schedule will always be rounded down to the nearest
full number. 
 If the Beneficiary fails to exercise the Options in whole or in part within the said period of ten (10) years (as may be extended to
six (6) months from the death or Disability of the Optionee, the Options will lapse automatically.] 







 Termination Period: 

Unless otherwise decided by the Board, the Options may be exercised for one (1) month after termination of the Optionee’s Continuous Status as a
Beneficiary, to the extent the Options are exercisable at the time of termination. 
 Unless otherwise decided by the Board, upon the death or Disability of
the Optionee, the Options may be exercised during a period of six (6) months as provided in the Plan. 
 Save as provided in the Plan, in no event
shall the Options be exercised later than the Term/Expiration Date as provided above. Should the Options expire or become unexercisable for any reason without having been exercised in full, the unsubscribed Shares which were subject thereto shall,
unless the Plan shall have been terminated, become available for future grant under the Plan. 
 By his signature and the signature of the Company’s
representative below, the Optionee and the Company agree that the Options are granted under and governed by the terms and conditions of the Plan and this Option Agreement. The Optionee has reviewed the Plan and this Option Agreement in their
entirely, has had the opportunity to obtain the advice of counsel prior to executing this Option Agreement and fully understands all provisions of the Plan and Option Agreement. The Optionee hereby agrees to accept as binding, conclusive and final
all decisions or interpretations of the Administrator upon any questions relating to the Plan and Option Agreement. The Optionee further agrees to notify the Company upon any change in the residence address indicated below. 







 CRITEO 

STOCK OPTION GRANT AGREEMENT 

Part II 
 TERMS AND
CONDITIONS 
 1. Grant of Options. 

1.1. The Administrator of the Company hereby grants to the Optionee named in the Notice of Grant attached as Part I of this Agreement (the
“Optionee”), [            ] options (the “Options”) to subscribe the number of ordinary Shares, as set forth in the Notice of Grant, at the exercise price per Share set
forth in the Notice of Grant (the “Exercise Price”), subject to the terms and conditions of the Plan, which is incorporated herein by reference. 

In the event of a conflict between the terms and conditions of the Plan and the terms and conditions of this Option Agreement, the terms and conditions of the
Plan shall prevail. 
 If designated in the Notice of Grant as an Incentive Stock Option, this Option is intended to qualify as an Incentive Stock
Option under Section 422 of the Code although the Company makes no representation as to the tax status of the Option. However, if this Option is intended to be an Incentive Stock Option, to the extent that it exceeds the U.S.$
100,000 rule of Code Section 422(d) the excess shall be treated as a Non- Statutory Stock Option 
 1.2. An Option will be valid as
from the Date of Grant. 
 1.3. In the event of any tax liability arising on account of the Grant of the Options, the liability to pay such
taxes shall be that of the Beneficiary alone. The Beneficiary shall enter into such agreements of indemnity and execute any and all documents as the Company may specify for this purpose, if so required at the time of the Grant and at any other time
at the discretion of the Company, on such terms and conditions as the Company may think fit, for recovery of the tax due, from the Beneficiary. 

2. Exercise of Options 
 (a) Right to
Exercise. An Option is exercisable during its term in accordance with the Vesting Schedule set out in the Notice of Grant and the applicable provisions of the Plan and this Option Agreement, subject to the condition precedent that the Optionee
shall have previously returned to the Company: 
  

	•	 	Part I and Part II of the Stock Option Grant Agreement, and 

  

	•	 	a contractual undertaking in the form attached as Exhibit A hereto or such subsequent version thereof (if any) as shall be notified by the Company to the Optionee before exercise of the relevant Option,


 each duly initialed (all pages but for the signature page) and signed (signature page). 







 In the event of Optionee’s death, Disability or other termination of Optionee’s Continuous Status as a
Beneficiary, the exercisability of an Option is governed by the applicable provisions of the Plan and this Option Agreement. 
 (b) Method of
Exercise. An Option is exercisable by delivery of an exercise notice, in the form attached as Exhibit B hereto (the “Exercise Notice”), comprising a share subscription form (bulletin de souscription) which shall state the
election to exercise the Option, the number of Shares in respect of which the Option is being exercised (the “Exercised Shares”), and such other representations and agreements as may be required by the Company pursuant to the provisions of
the Plan. The Exercise Notice shall be signed by the Optionee and shall be delivered in person or by certified mail to the Company or its designated representative or by facsimile message to be immediately confirmed by certified mail to the Company.
The Exercise Notice shall be accompanied by payment of the aggregate Exercise Price as to all Exercised Shares. An Option shall be deemed to be exercised upon receipt by the Company of such fully executed Exercise Notice accompanied by the proof of
payment of such aggregate Exercise Price. 
 No Share shall be issued pursuant to the exercise of an Option unless such issuance and exercise complies with
all relevant provisions of law as set out under Section 14(a) of the Plan. 
 Upon exercise of an Option, the Shares issued to the Optionee shall be
assimilated with all other Shares of the Company and shall be entitled to dividends for the fiscal year in course during which the Option is exercised. 

3. Method of Payment. Payment of the aggregate Exercise Price shall be by any of the following, or a combination
thereof, at the election of the Optionee: 
  

	 	(1)	wire transfer with the execution of the corresponding exchange contract; 

  

	 	(2)	check; or 

  

	 	(3)	any combination of the foregoing methods of payment. 

 Where the exercise of an Option would lead
the Company to be liable for any payment, whether due to fees, taxes or to charges of any nature whatsoever, in place of the Optionee, such Option shall be deemed duly exercised when (a) the full payment for the Shares with respect to which the
Option is exercised is executed by the Optionee and (b) the Optionee provides the Company with either (i) the receipt stating the payment by the Optionee of any such fee, tax or charge, as above described that would otherwise be paid by
the Company upon exercise of the Option, in place of the Optionee or, (ii) the full payment, under the same conditions, of any amount due upon the exercise of the Option to be borne by the Company. 

The Company and its Affiliated Companies may not be held responsible in any way if the Beneficiary for any reason not attributable to the Company or its
Affiliated Companies was not able to exercise the Option or purchase the Shares. The payment for the purchase of the shares shall be made by the Optionee under his/her own responsibility according to these Terms and Conditions. 







 4. Non-Transferability of Option. An Option may not be transferred in any manner otherwise
than by will or by the laws of descent or distribution and may be exercised during the lifetime of the Optionee only by the Optionee. The terms of the Plan and this Option Agreement shall be binding upon the executors, administrators, heirs,
successors and assigns of the Optionee. 
 5. Term of Options. Subject as provided in the Plan, an Option may be exercised only
within the term set out in the Notice of Grant, and may be exercised during such term only in accordance with the Plan and the terms of this Option Agreement. 

6. Prohibition to sell. However unless provided otherwise in part I of this Agreement, as an exception to the above, the Shares
issued to a Beneficiary who is, at the Date of Grant of the Options, president of the board of directors, general manager, deputy general manager, president or member of the management board or employee of the Company or of an Affiliated Company
having its registered office in France shall be held in the nominative form and shall not be sold prior to the earliest of four years from the Date of Grant of the Options without exceeding three years from the date of exercise of the Options, even
if, in the meantime, the Beneficiary looses the Continuous Status as a Beneficiary. This prohibition of sale will be mentioned in the relevant shareholder’s account of the Company. However, this restriction will not be applicable in case of
death or Incapacity of the Beneficiary. In addition, this restriction will not be applicable in case of Dismissal or Retirement of the Beneficiary, if the Options have been exercised at least three months before the Date of Dismissal or
Retirement. 
 It is as a consequence, hereby, given mandate to the authorized financial intermediary holding the individual
shareholders’ accounts of the Company not to register any assignment or transfer of Shares resulting from the exercise of Options occurring prior to the expiration of the above-mentioned period of four ( 4 ) years. 

In the event that a Beneficiary infringes one of the above mentioned commitments, such Beneficiary shall be liable for any consequences resulting from
such infringement for the Company and undertakes to indemnify the Company in respect of all amounts payable by the Company in connection with such infringement. 

The above three paragraphs shall not apply to you as long as you do not become a French tax resident. 

7. Entire Agreement; Governing Law. The Plan is incorporated herein by reference. The Plan and this Option Agreement constitute the
entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Optionee with respect to the subject matter hereof, and may not be modified adversely
to the Optionee’s interest except by means of a writing signed by the Company and Optionee. This agreement is governed by the laws of the Republic of France. 

Any claim or dispute arising under the Plan or this Agreement shall be subject to the exclusive jurisdiction of the court competent for the
place of the registered office of the Company. 







 8. Tax Obligations. Regardless of any action the Company or Optionee’s employer (the
“Employer”) takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“Tax-Related Items”), Optionee acknowledges that the ultimate liability for all Tax-Related Items legally
due by Optionee is and remains Optionee’s responsibility and that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option
grant, including the grant, vesting or exercise of the Option, the subsequent sale of shares of common stock acquired pursuant to such exercise and the receipt of any dividends; and (2) do not commit to structure the terms of the grant or any
aspect of the Option to reduce or eliminate Optionee’s liability for Tax-Related Items. 
 Prior to exercise of the Option, Optionee
will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all withholding obligations of the Company and/or the Employer, if any. In this regard, Optionee authorizes the Company and/or the Employer to withhold
all applicable Tax- Related Items legally payable by Optionee from Optionee’s compensation paid to Optionee by the Company and/or Employer or from proceeds of the sale of Shares. Alternatively, or in addition, if permissible under local law,
the Company may sell or arrange for the sale of Shares that Optionee acquires to meet the withholding obligation for Tax-Related Items. Finally, Optionee will pay to the Company or the Employer any amount of Tax-Related Items that the Company or the
Employer may be required to withhold as a result of Optionee’s participation in the Plan or Optionee’s purchase of Shares that cannot be satisfied by the means previously described. The Company may refuse to honor the exercise and refuse
to deliver the Shares issuable upon exercise of the Options if Optionee fails to comply with Optionee’s obligations in connection with the Tax-Related Items as described in this section. 

9. Nature of Grant. In accepting the grant, Optionee acknowledges that: 

(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated
by the Company at any time, unless otherwise provided in the Plan and this Agreement; 
 (b) the grant of the Option is voluntary and
occasional and does not create any contractual or other right to receive future grants of options, or benefits in lieu of options, even if options have been granted repeatedly in the past; 

(c) all decisions with respect to future option grants, if any, will be at the sole discretion of the Company; 

(d) Optionee’s participation in the Plan shall not create a right to further employment with the employer and shall not interfere with
the ability of the Employer to terminate Optionee’s employment relationship at any time with or without cause; 
 (e) Optionee is
voluntarily participating in the Plan; 
 (f) the Option is an extraordinary item that does not constitute compensation of any kind for
services of any kind rendered to the Company or the Employer, and which is outside the scope of Optionee’s employment contract, if any; 







 (g) the Option is not part of normal or expected compensation or salary for any purpose,
including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long service awards, pension or retirement benefits or similar payments and in no event should be considered as
compensation for, or relating in any way to, past services for the Company or the Employer; 
 (h) the Option grant will not be interpreted
to form an employment contract with the Company, the Employer or any subsidiary or affiliate of the Company; 
 (i) the future value of the
underlying Shares is unknown and cannot be predicted with certainty; 
 (j) if the underlying Shares do not increase in value, the Option
will have no value; 
 (k) if Optionee exercises Optionee’s Option and obtains Shares, the value of those Shares acquired upon exercise
may increase or decrease in value, even below the exercise price; 
 (l) in consideration of the grant of the Option, no claim or
entitlement to compensation or damages shall arise from termination of the Option or diminution in value of the Option or Shares purchased through exercise of the Option resulting from termination of Optionee’s employment the Company or the
Employer (for any reason whatsoever) and Optionee irrevocably releases the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen,
then, by signing this Agreement, Optionee shall be deemed irrevocably to have waived Optionee’s entitlement to pursue such claim; and 

(m) in the event of termination of Optionee’s employment, Optionee’s right to receive the Option and vest in the Option under the
Plan, if any, will terminate effective as of the date that Optionee receives notice of termination regardless of when such termination is effective; furthermore, in the event of termination of employment, Optionee’s right to exercise the Option
after termination of employment, if any, will be measured by the date on which the Optionee receives notice of termination; the Company shall have the exclusive discretion to determine when Optionee is no longer actively employed for purposes of
Optionee’s Option grant. In addition, any period of notice or compensation in lieu of such notice, that is given or ought to have been given under any contract, statute, common law or civil law shall be excluded. 

10. Data Privacy. Optionee hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form,
of Optionee’s personal data as described in this document by and among, as applicable, the Employer, the Company and its subsidiaries and affiliates for the exclusive purpose of implementing, administering and managing Optionee’s
participation in the Plan. 







 Optionee understands that the Company and the Employer may hold certain personal information about Optionee,
including, but not limited to, Optionee’s name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company,
details of all options or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in Optionee’s favor, for the exclusive purpose of implementing, administering and managing the Plan
(“Data”). 
 Optionee understands that the recipients of the Data may be located in the United States or elsewhere, and that the
recipients’ country (e.g., the United States) may have different data privacy laws and protections than Optionee’s country. Optionee understands that Optionee may request a list with the names and addresses of any potential recipients of
the Data by contacting Optionee’s local human resources representative. Optionee authorizes the Company and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing
the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing Optionee’s participation in the Plan. Optionee understands that Data will be held
only as long as is necessary to implement, administer and manage Optionee’s participation in the Plan. Optionee understands that Optionee may, at any time, view the Data, request additional information about the storage processing of the Data,
require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing Optionee’s local human resources representative. Optionee understands, however, that refusing or withdrawing
Optionee’s consent may affect Optionee’s ability to participate in the Plan. For more information on the consequences of Optionee’s refusal to consent or withdrawal of consent, Optionee understands that Optionee may contact
Optionee’s local human resources representative. 
 11. Electronic Delivery. The Company may, in its sole discretion, decide
to deliver any documents related to the Option and participation in the Plan or future options that may be granted under the Plan by electronic means or to request Optionee’s consent to participate in the Plan by electronic means. Optionee
hereby consents to receive such documents by electronic delivery and, if requested, to agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the
Company. 







 12. Severability. The provisions of this Agreement are severable and if any one or more
provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable. 
  

							
	OPTIONEE:	 		 	CRITEO
				
	  
	 		 	By:	 	  

	Signature	 		 		 	
				
	  
	 		 	Title:	 	  

	Print Name	 		 		 	
				
	  
	 		 		 	
	Residence Address	 		 		 	
				
	  
	 		 		 	








 EXHIBIT B 

CRITEO 

Société Anonyme having a share capital of EUR. [            ]

 Registered office: [            ] 

484 786 249 R.C.S. [            ] 

2010 STOCK OPTION PLAN 

EXERCISE NOTICE 
 (Share
subscription form) 
 CRITEO 

[            ] 

[            ] 

					
	France	 		  	[            ], [        ]

 Attention:
[                    ] 
 1. Exercise of Options.
Effective as of today,             ,         , the undersigned (“Optionee”) hereby elects to subscribe
                     (            ) ordinary shares (the “Shares”) of the
common stock (actions ordinaire) of CRITEO (the “Company”) under and pursuant to the Company’s 2010 Stock Option Plan (the “Plan”) adopted by the board on
[                    ] and the Stock Option Agreement dated             ,
         (the “Option Agreement”). The subscription price for the Shares shall be EUR.             , as required by the Option Agreement.

 2. Delivery of Payment. Optionee herewith delivers to the Company the full subscription price for the Shares. 

3. Representations of Optionee. The Optionee acknowledges that Optionee has received, read and understood the Plan and the Option Agreement and agrees
to abide by and be bound by their terms and conditions, in particular the Optionee agrees to abide and be bound by the obligation to hold and the prohibition to sell the Shares provided for in articles 9.(a) of the Plan and 6 of the Option
Agreement as well as by the obligation to indemnify which stems from it (to the extent applicable). 
 4. Rights as Shareholder. Until the
issuance (as evidenced by the appropriate entry on the books of the Company) of the Shares, the Optionee shall have, as an Optionee, no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the Optioned
Stock, except those the Optionee may have as a shareholder of the Company. No adjustment will be made for rights in respect of which the record date is prior to the issuance date for the Shares, except as provided in Section 11 of the Plan.








 5. Tax consultation. The Optionee understands that Optionee may suffer adverse tax consequences as a
result of Optionee’s subscription or disposition of the Shares. Optionee represents that Optionee has consulted with any tax consultants Optionee deems advisable in connection with the subscription or disposition of the Shares. The Optionee is
not relying on the Company for any tax advice. 
 6. Entire Agreement; Governing Law. The Plan and Option Agreement are incorporated herein by
reference. This Exercise Notice, the Plan and the Option Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and
Optionee with respect to the subject matter hereof, and may not be modified adversely to the Optionee’s interest except by means of a writing signed by the Company and Optionee. This agreement is governed by the laws of the Republic of France.

 * 

*      * 

This Exercise notice is delivered in two originals one of which shall be returned to the Optionee. 

 

							
	Submitted by:	 		 	Accepted by:
	OPTIONEE	 		 	CRITEO
			
	  
	 		 	  

	Signature	 		 	Signature
				
	  
	 		 	Its:	 	  

	Print Name	 		 		 	
				
	Address:	 		 		 	
				
	  
	 		 		 	








 CRITEO 

2011 STOCK OPTION PLAN 







 SUMMARY 
  

									
	 	 	 	 	 	  	Page	 
			
	 1.
	 	 Purposes of the Plan
	  	 	2	  
			
	 2.
	 	 Definitions
	  	 	2	  
			
	 3.
	 	 Shares subject to the Plan
	  	 	6	  
			
	 4.
	 	 Administration of the Plan
	  	 	6	  
				
		 		 	 (a) procedure
	  	 	6	  
				
		 		 	 (b) powers of the administrator
	  	 	6	  
				
		 		 	 (c) effect of administrator’s decision
	  	 	7	  
			
	 5.
	 	 Limitations
	  	 	7	  
			
	 6.
	 	 Term of Plan
	  	 	8	  
			
	 7.
	 	 Term of the Options
	  	 	8	  
			
	 8.
	 	 Options exercise price and consideration
	  	 	8	  
				
		 		 	 (a) subscription or purchase price
	  	 	8	  
				
		 		 	 (b) waiting period and exercise dates
	  	 	9	  
				
		 		 	 (c) form of consideration
	  	 	9	  
			
	 9.
	 	 Exercise of options
	  	 	9	  
				
		 		 	 (a) procedure for exercise; rights of the shareholders
	  	 	9	  
				
		 		 	 (b) termination of the Optionee’s Continuous Status as Beneficiary
	  	 	11	  
				
		 		 	 (c) disability of Optionee
	  	 	11	  
				
		 		 	 (d) death of Optionee
	  	 	11	  
			
	 10.
	 	 Non-transferability of options
	  	 	11	  
			
	 11.
	 	 Adjustments upon changes in capitalization, dissolution
	  	 	12	  
				
		 		 	 (a) changes in capitalization
	  	 	12	  
				
		 		 	 (b) dissolution or liquidation
	  	 	12	  
				
		 		 	 (c) change in control
	  	 	12	  
			
	 12.
	 	 Date of grant
	  	 	13	  
			
	 13.
	 	 Amendment and termination of the Plan
	  	 	13	  
				
		 		 	 (a) amendment and termination
	  	 	13	  
				
		 		 	 (b) shareholders’ approval
	  	 	13	  
				
		 		 	 (c) effect of amendment or termination
	  	 	13	  









									
			
	 14.
	 	 Conditions upon issuance of shares
	  	 	13	  
				
		 		 	 (a) legal compliance
	  	 	14	  
				
		 		 	 (b) investment representations
	  	 	14	  
			
	 15.
	 	 Liability of the Company
	  	 	14	  
			
	 16.
	 	 Shareholders’ approval
	  	 	14	  
			
	 17.
	 	 Law, jurisdiction
	  	 	14	  
		
	 Stock Option Grant Agreement
	  			
			
		 	 Part I - Notice of stock option grant
	  			
		 	 Part II - Terms and conditions
	  			
		
	 Exhibit A - Form of contractual undertaking2
	  			
	 Exhibit B - Exercise notice
	  			

  

	2	The contractual undertaking by its terms terminated upon an IPO and is no longer required. 








 CRITEO 

2011 STOCK OPTION PLAN 
 In accordance
with the authorization granted by the extraordinary general shareholders’ meeting of November 18, 2011 the board of directors decided on November 18, 2011, in compliance with the provisions of articles L. 225-177 et. seq. of the
French Commercial Code, to adopt the 2011 stock option plan of CRITEO, the terms and conditions of which are set out below. 
  

	1.	PURPOSES OF THE PLAN  


The purposes of the Plan are: 
  

	 	•	 	to attract and retain the best available personnel for positions of substantial responsibility; 

  

	 	•	 	to provide additional incentive to Beneficiaries; and 

  

	 	•	 	to promote the success of the Company’s business. 

 Options granted under the Plan to U.S. Beneficiaries
are intended to be Incentive Stock Options or Non-Statutory Stock Options, as determined by the Administrator at the time of grant of an Option, and shall comply in all respects with Applicable Laws in order that they may benefit from available tax
advantages. 
  

	2.	DEFINITIONS.  

  

	 	(a)	“Administrator” means the board of the Company which shall administer the Plan in accordance with Section 4 of the Plan. 


 

	 	(b)	“Affiliated Company” means a company which conforms with the criteria set forth in article L. 225-180 of the Law as follows: 


 

	 	•	 	companies of which at least ten per cent (10%) of the share capital or voting rights is held directly or indirectly by the Company; 


 

	 	•	 	companies which own directly or indirectly at least ten per cent (10%) of the share capital or voting rights of the Company; and 


 

	 	•	 	companies of which at least fifty per cent (50%) of the share capital or voting rights is held directly or indirectly by a company which owns directly or indirectly at least fifty percent (50%) of the share
capital or voting rights of the Company, 

  

	 	(c)	“Applicable Laws” means for the US the legal requirements relating to the administration of stock option plans under state corporate and securities laws and the Code in force in the United States of
America. 

  

	 	(d)	 “Beneficiary” means the president of the board of directors (président du conseil d’administration), the general
manager (directeur général) and the deputy general managers (directeurs généraux délégués) or, as the case may be, the president and the members of the management board











	 	
(président et membres du directoire) of the Company as well as any individual employed by the Company or by any Affiliated Company under the terms and conditions of an employment
contract, it being specified that a term of office of director of the Company or director of an Affiliated Company (remunerated or not) shall not be deemed to constitute an employment relationship. 


 

	 	(e)	“Board” means the board of directors of the Company. 

  

	 	(f)	“Change in Control” means (i) a merger (fusion) of the Company with or into another corporation, other than to another corporation, entity or person in which the holders of at least a majority of
the voting rights and share capital of the Company outstanding immediately prior to such transaction continue to hold (either by such shares remaining outstanding in the continuing entity or by being converted into shares of voting rights and share
capital of the surviving entity) a majority of the total voting rights and share capital of the Company (or the surviving entity) outstanding immediately after such transaction (an “Excluded Entity”), or (ii) the sale (vente) or other
form of transfer by one or several shareholders of the Company to any person or group of persons of a number of Shares such that the transferee(s) shall own a majority of the voting rights and share capital of the Company, or (iii) the sale,
lease or other disposition, in a single transaction or in a series of related transactions, of all or substantially all of the assets of the Company other than to (1) a corporation or other entity of which at least a majority of its combined
voting rights and share capital is owned directly or indirectly by the Company or (2) an Excluded Entity. 

  

	 	(g)	“Code” means the United States Internal Revenue Code of 1986, as amended. 

  

	 	(h)	“Company” means CRITEO, a corporation organized under the laws of the Republic of France. 

  

	 	(i)	 “Continuous Status as a Beneficiary” means as regards the president of the board of directors, the general manager, the deputy
general manager(s) or, as the case may be, the president and the members of the management board that the term of their office has not been terminated and, as regards an employee that the employment relationship between the Beneficiary and the
Company or any Affiliated Company is not terminated. Continuous Status as a Beneficiary shall not be considered terminated in the case of (i) any leave of absence having received a prior approval from the Company or requiring no prior approval
under U.S. laws, or (ii) transfers between locations of the Company or between the Company or any Affiliated Company or the contrary or also from an Affiliated Company to another Affiliated Company. Leaves of absence which must receive a prior
approval from the Company for the non-termination of the Continuous Status as a Beneficiary shall include leaves of more than three (3) months for illnesses or conditions about which the employee has advance knowledge, military leave, or any
other personal leave. For purposes of U.S. Beneficiaries and Incentive Stock Options, no such leave may exceed ninety (90) days, unless reemployment upon 










	 	
expiration of such leave is guaranteed by statute contract or Company policies. If reemployment upon expiration of a leave of absence approved by the Company is not so guaranteed, on the 91st day
of such leave any Incentive Stock Option held by a U.S. Beneficiary shall cease to be treated as an Incentive Stock Option and shall be treated for U.S. tax purposes as a Non-Statutory Stock Option. 


 

	 	(j)	“Date of Dismissal” means the date the employee received its dismissal letter. 

  

	 	(k)	“Date of Grant” means the date of the decision of the Board to grant the Options. 

  

	 	(l)	“Disability” means a disability declared further to a medical examination provided for in article L. 4624-21 of the French Labour Code or pursuant to any similar provision applicable to a foreign
Affiliated Company. 

  

	 	(m)	“Exchange Act” means the United States Securities Exchange Act of 1934, as amended. 

  

	 	(n)	“Fair Market Value” means the value for one Share as determined in good faith by the Administrator, according to the following provisions, as provided in the Shareholder Authorization:


 (i) as long as the Shares will not be listed on a regulated market of the European Union or on a Swiss stock
exchange market or on the National Association of Securities Dealers Inc. Automated Quotation (“NASDAQ”) System or on the New York Stock Exchange in the United States of America, the subscription or purchase price will be determined in
accordance with the provision of article L. 225-177 of the French commercial Code and will be at least equal to the price per share retained at the time of the last operation affecting the share capital of the Company, unless otherwise decided by
the Board by a well-founded decision; 
 (ii) from the date on which the Company shall be listed on a regulated market of the
European Union or on a Swiss stock exchange market or on the National Association of Securities Dealers Inc. Automated Quotation (“NASDAQ”) System or on the New York Stock Exchange in the United States of America, the Board may determine
the subscription or purchase price of a share by reference to the closing sales price of one share on such regulated market for the day prior to the day of the decision of the Board to grant the Options. However, the purchase or subscription price
shall in no case be less than ninety five per cent (95%) of the average of the closing sales price for a share as quoted on said stock exchange market during the twenty market trading days prior to the day of the Board’s decision to grant
the Options, 
 (iii) for US Beneficaries, the subscription or purchase price shall not be less than the fair market value of the
Shares on the Date of Grant, determined as follows (a) if the Shares are listed or quoted for trading on an exchange, the value will be deemed to be the closing or last offer price, as applicable, of the Shares on the principal exchange upon
which such securities are traded or quoted on such date, provided, if such date is not a trading day, on the last market trading day prior to such date; and (b) if the Shares are not listed or quoted for trading on an exchange, the fair market
value of the Shares as determined by the Board, consistent with the requirements of Sections 422 with respect to Incentive Stock Options, and 409A of the Code with 







 
respect to Options not intended to be Incentive Stock Options, it being specified that, when an Option entitles the holder to purchase shares previously repurchased by the Company, the exercise
price, notwithstanding the above provisions and in accordance with applicable law, may not be less than 80% of the average purchase price paid by the Company for all shares so previously repurchased. 

This price settled for the subscription or purchase of Shares shall not be modified during the period in which the Option may be exercised. However, if the
Company makes one of the operations mentioned in article L. 225-181 of the French Commercial Code, it must take all necessary measures to protect Optionee’s interests in the conditions provided for by article L 228-99 of the French Commercial
Code. In case of issuance of securities granting the common stock access, as well as in case of Company’s merger or scission, the Board may decide, for a limited period of time, to suspend the exercisability of the Options. 

 

	 	(o)	“Incentive Stock Option” means an Option intended to qualify as an incentive stock option within the meaning of Section 422 of the Code and the regulations promulgated thereunder.


  

	 	(p)	“Law” means the French Commercial Code. 

  

	 	(q)	“Non-Statutory Stock Option” means an Option which does not qualify as an Incentive Stock Option. 

  

	 	(r)	“Notice of Grant” means a written notice evidencing the main terms and conditions of an individual Option grant. The Notice of Grant is part of the Option Agreement. 


 

	 	(s)	“Officer” means either a U.S. Beneficiary designed by the Company or an Affiliated Company, as the case may be, as an officer (as defined in section 16 of the Exchange Act and its regulations),


  

	 	(t)	“Option” means an option to purchase or subscribe Shares granted pursuant to the Plan. 

  

	 	(u)	“Optionee” means a Beneficiary who holds at least one outstanding Option. 

  

	 	(v)	“Option Agreement” means a written agreement entered into between the Company and an Optionee evidencing the terms and conditions of an individual Option grant. The Option Agreement is subject to the
terms and conditions of the Plan. 

  

	 	(w)	“Option Exchange Program” means a program whereby outstanding Options are surrendered in exchange for Options with different exercise conditions. 


 

	 	(x)	“Parent” means a “parent corporation”, whether now or hereafter existing, as defined in Section 424(e) of the Code. 


 

	 	(y)	“Plan” means the 2011 Stock Option Plan as approved by the Board on November 18, 2011. 









	 	(z)	“Retirement” means, pursuant to article L. 1237-5 of the French labor code, the retirement, upon the employer’s decision, at full rate of an employee who has reached the age giving right to
retirement, or any similar provision applicable to a foreign Affiliated Company. 

  

	 	(aa)	“Share” means a share of common stock (action ordinaire) of the Company 

  

	 	(bb)	“Shareholders Authorization” means the authorization given by the shareholders of the Company in the extraordinary general meeting held on November 18, 2011 as increased or amended from time to
time by a further general meeting of the shareholders permitting the Board to grant Stock Options. 

  

	 	(cc)	“Share Capital” means the issued and paid up capital of the Company. 

  

	 	(dd)	“Subsidiary” means a “subsidiary corporation”, whether now or hereafter existing, as defined in Section 424(f) of the Code. 


 

	 	(ee)	“U.S. Beneficiary” means a Beneficiary of the Company or an Affiliated Company residing in the United States or otherwise subject to United States’ laws, regulations or taxation. 


 

	3.	SHARES SUBJECT TO THE PLAN  


Subject to the provisions of Section 11 of the Plan and pursuant to the Shareholder Authorization, the maximum aggregate number of Shares which may be
optioned and issued under the Plan is equal to 7,000,000. For “Incentive Stock Options”, the maximum number of Shares which may be optioned and issued is equal to 7,000,000. The Shares optioned and issued under the Plan may be newly issued
Shares, treasury Shares or Shares purchased on the open market. 
 Should the Option expire or become unexercisable for any reason without having been
exercised in full, the unsubscribed Shares which were subject thereto shall, unless the Plan shall have been terminated, become available again for future grant under the Plan. 

 

	4.	ADMINISTRATION OF THE PLAN  

  

	 	(a)	Procedure 

 The Plan shall be administered by the Administrator. 

 

	 	(b)	Powers of the Administrator. 

 Subject to the provisions of the Law, the Shareholders
Authorization, the Plan, and the Applicable Laws, the Administrator shall have the authority, in its discretion: 
 (i) to determine
the Fair Market Value of the Shares, in accordance with Section 2(m) of the Plan; 
 (ii) to determine the Beneficiaries to whom
Options may be granted hereunder; 







 (iii) to select the Beneficiaries and determine whether and to what extent Options are
granted hereunder; 
 (iv) to approve or amend forms of agreement for use under the Plan; 

(v) to determine the terms and conditions of any Options granted hereunder. Such terms and conditions include, but are not limited to,
the exercise price, the time or times when Options may be exercised (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation regarding any Option or the Shares
relating thereto, based in each case on such factors as the Administrator, in its sole discretion, shall determine with the exception of the exercise price; it being specified that the Administrator’s discretion remains subject to the rules and
limitations set forth in this Plan and in the Law; 
 (vi) to construe and interpret the terms of the Plan and Options granted
pursuant to the Plan; 
 (vii) to prescribe, amend and rescind rules and regulations relating to the Plan, including rules and
regulations relating to sub-plans established for the purpose of qualifying for preferred tax treatment under foreign tax laws; 

(viii) to modify or amend each Option (subject to the provisions of Section 13(c) of the Plan), including the discretionary
authority to extend the post-termination exercise period of Options after the termination of the employment agreement or the end of the term of office, longer than is otherwise provided for in the Plan; 

(ix) to authorize any person to execute on behalf of the Company any instrument required to effect the grant of an Option previously
granted by the Administrator; 
 (x) to implement an Option Exchange Program; 

(xi) to determine the terms and restrictions applicable to Options; and 

(xii) to make all other determinations deemed necessary or appropriate for administering the Plan. 

 

	 	(c)	Effect of Administrator’s Decision. 

 The Administrator’s decisions, determinations and
interpretations shall be final and binding on all Optionees. 
  

	5.	LIMITATIONS 

  

	 	(a)	 In the case of U.S. Beneficiaries, each Option shall be designated in the Notice of Grant either as an “Incentive Stock Option” or as
a “Non-Statutory 










	 	
Stock Option”. Incentive Stock Options may only be granted to Beneficiaries of the Company or a Subsidiary who meet the definition of “employees” under Section 3401(c) of the
Code. 

 Nevertheless, the aggregate Fair Market Value of the Shares covered by Incentive Stock Options granted under the Plan or any other
stock option program of the Company (or any Parent or subsidiary of the Company) that become exercisable for the first time in any calendar year shall not exceed U.S. $100,000: to the extent the aggregate Fair Market Value of such Shares exceeds
U.S. $100,000, the Options covering those Shares the Fair Market Values of which causes the aggregate Fair Market Value of all such Shares to be in excess of U.S. $100,000 shall be treated as Non-Statutory Options. Incentive Stock Options shall be
taken into account in the order in which they were granted, and the aggregate Fair Market Value of the Shares shall be determined as of the Date of the Grant. 
  

	 	(b)	The Options are governed by articles L. 225-177 and following of the Law. They are not part of the employment agreement or of the office which has allowed the Optionee to be granted the Option. Neither do they
constitute an element of the Optionee’s remuneration. 

 Neither the Plan nor any Option shall confer upon an Optionee any right with
respect to continuing the Optionee’s employment or his term of office with the Company or any Affiliated Company, nor shall they interfere in any way with the Optionee’s right or the Company’s or Affiliated Company’s right, as
the case may be, to terminate such employment or such term of office at any time, with or without cause. 
  

	 	(c)	Other than as expressly provided hereunder, no member of the board of directors of the Company or of the supervisory board (in the event of change of management formula of the Company) or of an equivalent management
body of an Affiliated Company shall be as such eligible to receive Options under the Plan. 

  

	6.	TERM OF PLAN 

 Subject to the approval
of the shareholders of the Company in accordance with Section 16 of the Plan, the Plan shall be effective and Options may be granted as of November 18, 2011, the date of the Plan’s adoption by the Board. Options may be granted
hereunder until January 18, 2015. It shall continue in effect until the date of termination of the last Option in force, unless terminated earlier under Section 13 of the Plan. 

 

	7.	TERM OF OPTIONS  

 The term of each Option shall be
stated in the Notice of Grant as ten (10) years from the date of grant, in accordance with the Shareholders Authorization or, in case of death or Disability of the Optionee during such 10-year period, six (6) months from the death or
Disability of the Optionee in accordance with French law. 
  

	8.	OPTIONS EXERCISE PRICE AND CONSIDERATION  

  

	 	(a)	Subscription or purchase Price 

 The per Share subscription or purchase price for the Shares to be issued
or sold pursuant to exercise of an Option shall be determined by the Administrator on the basis of the Fair Market Value. 







 (i) In the case of an “Incentive Stock Option” granted to a U.S. Beneficiary
who, at the time the Incentive Stock Option is granted, owns stock representing more than ten percent (10%) of the voting rights of all classes of stock of the Company or any Parent or Subsidiary of the Company and, to the extent such
Beneficiary is permitted by the Law to receive Option grants, the per Share subscription or purchase price shall be no less than 110% of the fair market value per Share on the Date of Grant as defined in Section 2(m)(iii); 

(ii) In the case of a “Non-Statutory Stock Option” or “Incentive Stock Option”, not covered by Section 8(a)9i)
above, granted to any U.S. Beneficiary, the per Share subscription or purchase price shall be no less than 100% of the fair market value per Share on the Date of Grant as defined in Section 2(m)(iii). 

 

	 	(b)	Waiting Period and Exercise Dates 

 At the time an Option is granted, the Administrator shall fix the
period within which the Option may be exercised and shall determine any conditions which must be satisfied before the Option may be exercised. In so doing, the Administrator may specify that an Option may not be exercised until the completion of a
service period in the Company or an Affiliated Company. 
  

	 	(c)	Form of Consideration 

 The consideration to be paid for the Shares to be issued or purchased upon
exercise of Options, including the method of payment, shall be determined by the Administrator. Such consideration shall consist entirely of an amount in Euro corresponding to the exercise price which shall be paid either by: 

 

	 	(1)	wire transfer; 

  

	 	(2)	check; or 

  

	 	(3)	any combination of the foregoing methods of payment. 

 Where the exercise of an
Option would lead the Company to be liable for any payment, whether due to fees, taxes or to charges of any nature whatsoever, in place of the Optionee, such Option shall be deemed duly exercised when the full payment for the Shares with respect to
which the Option is exercised is executed by the Optionee and the Optionee provides the Company with either the receipt stating the payment by the Optionee of any such fee, tax or charge, as above described that would otherwise be paid by the
Company upon exercise of the Option, in place of the Optionee or, the full payment, under the same conditions, of any amount due upon the exercise of the Option to be borne by the Company. 

 

	9.	EXERCISE OF OPTIONS  

  

	 	(a)	Procedure for Exercise; Rights as a Shareholder 

 Any Option granted hereunder shall be exercisable
according to the terms of the Plan and at such times and under such conditions as determined by the Administrator and set forth in the Option Agreement. 







 An Option may not be exercised for a fraction of a Share. 

An Option shall be deemed exercised when the Company receives: (i) written notice of exercise (in accordance with the provisions of the Option
Agreement) together with a share subscription or purchase form (bulletin de souscription ou d’achat) duly executed by the person entitled to exercise the Option, and (ii) full payment for the Shares with respect to which the Option
is exercised. Full payment may consist of any consideration and method of payment authorized by the Administrator and permitted by the Option Agreement and the Plan. 

Where the exercise of an Option would lead the Company to be liable for any payment, whether due to fees, taxes or to charges of any nature whatsoever,
in place of the Optionee, such Option shall be deemed duly exercised when the full payment for the Shares with respect to which the Option is exercised is executed by the Optionee and the Optionee provides the Company with either the receipt stating
the payment by the Optionee of any such fee, tax or charge, as above described that would otherwise be paid by the Company upon exercise of the Option, in place of the Optionee or, the full payment, under the same conditions, of any amount due upon
the exercise of the Option to be borne by the Company. 
 Upon exercise of an Option, the Shares issued or sold to the Optionee
shall be assimilated with all other Shares of the Company of the same class and shall be entitled to dividends once the Shares are issued for the fiscal year during which the Option is exercised. 

However, as an exception to the above, the Shares sold or issued, as a result of the exercise of an Option, pursuant to the exercise of an Option to a
Beneficiary who is, at the Date of Grant of the Option, president of the board of directors, general manager, deputy general manager, president and member of the management board or employee of the Company or of an Affiliated Company having its
registered office in France shall be held in the nominative form and shall not be sold prior to the earliest of four (4) years from the date of grant of the Option without exceeding three (3) years from the date of exercise of the Option
even if, in the meantime, the Beneficiary loses the Continuous Status as a Beneficiary. This prohibition of sale will be mentioned in the shareholder’s account of the Company. However, this restriction will not be applicable in case of death or
Incapacity of the Beneficiary. In addition, this restriction will not be applicable in case of Dismissal or Retirement of the Beneficiary, if the Options have been exercised at least three months before the Date of Dismissal or
Retirement. 
 In the event that a Beneficiary infringes one of the above mentioned commitments, such Beneficiary shall be
liable for any consequences resulting from such infringement for the Company and undertakes to indemnify the Company in respect of all amounts payable by the Company in connection with such infringement. 

Granting of an Option in any manner shall result in a decrease in the number of Shares which thereafter may be available for purposes of the Plan, by the
number of Shares as to which the Option may be exercised. 








	 	(b)	Termination of the Optionee’s Continuous Status as Beneficiary 

 Upon termination of an
Optionee’s Continuous Status as a Beneficiary, other than upon the Optionee’s death or Disability, the Optionee may exercise his or her Options, but only within such period of time as is specified in the Notice of Grant, and only for the
part of the Options that the Optionee was entitled to exercise at the date of termination (but in no event later than the expiration of the term of such Options as set forth in the Notice of Grant). Unless a longer period is specified in the Notice
of Grant or otherwise resolved by the Board, an Option shall remain exercisable for one (1) month following the Optionee’s termination of Continuous Status as a Beneficiary. In the case of an “Incentive Stock Option”, such a
period cannot exceed three (3) months following the Optionee’s termination of Continuous Status as a Beneficiary. If, at the date of termination, the Optionee is not entitled to exercise all his or her Options, the Shares covered by the
unexercisable portion of Options shall revert to the Plan. If, after termination, the Optionee does not exercise all of his or her Options within the time specified by the Administrator, the Options shall terminate, and the Shares covered by such
Options shall revert to the Plan. 
  

	 	(c)	Disability of Optionee 

 In the event that an Optionee’s Continuous Status as a Beneficiary
terminates as a result of the Optionee’s Disability, unless otherwise resolved by the Board, the Optionee may exercise his or her Options at any time within six (6) months from the date of such termination, but only to the extent these
Options are exercisable at the time of termination (but in no event later than the expiration of the term of such Options as set forth in the Notice of Grant). If, at the date of termination, the Optionee is not entitled to exercise all of his or
her Options, the Shares covered by the unexercised portion of Options shall revert to the Plan. If, after termination, the Optionee does not exercise all of his or her Options within the time specified herein, the Options shall terminate, and the
Shares covered by such Options shall revert to the Plan. 
  

	 	(d)	Death of Optionee 

 In the event of the death of an Optionee during the term of the Options, unless
otherwise resolved by the Board, the Options may be exercised at any time within six (6) months following the date of death, by the Optionee’s estate or by a person who acquired the right to exercise the Option by bequest or inheritance,
but only to the extent these Options are exercisable at the time of death. If, at the time of death, the Optionee was not entitled to exercise all of his or her Options, the Shares covered by the unexercised portion of Options shall immediately
revert to the Plan. If, after death, the Optionee’s estate or a person who acquired the right to exercise the Options by bequest or inheritance does not exercise the Options within the time specified herein, the Options shall terminate, and the
Shares covered by such Options shall revert to the Plan. 
  

	10.	NON-TRANSFERABILITY OF OPTIONS 


An Option may not be sold, pledged, assigned, hypothecated, transferred or disposed of in any manner other than by will or by laws of descent or distribution
and may be exercised, during the lifetime of the Optionee, only by the Optionee. 








	11.	ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, DISSOLUTION 


 

	 	(a)	Changes in capitalization 

 In the event of the carrying out by the Company of any of the financial
operations pursuant to article L. 225-181 of the Law as follows: 
  

	 	•	 	amortization or reduction of the share capital, 

  

	 	•	 	amendment of the allocation of profits, 

  

	 	•	 	distribution of free shares, 

  

	 	•	 	capitalization of reserves, profits, issuance premiums, 

  

	 	•	 	the issuance of shares or securities giving right to shares to be subscribed for in cash or by set-off of existing indebtedness offered exclusively to the shareholders; the Company shall take the required measures to
protect the interest of the Optionees in the conditions set forth in article L. 228-99 of the Law. 

  

	 	(b)	Dissolution or Liquidation 

 In the event of the proposed dissolution or liquidation of the Company, to
the extent that an Option has not been previously exercised, it will terminate immediately prior to the consummation of such proposed action. The Administrator may, in the exercise of its sole discretion in such instances, declare that any Option
shall terminate as of a date determined by the Administrator and give each Optionee the right to exercise his or her Options as to Shares for which the Options would not otherwise be exercisable. 

 

	 	(c)	Change in Control 

 In the event of a Change in Control, each outstanding Option will be assumed or an
equivalent option or right substituted by the successor corporation or a Parent or Subsidiary of the successor corporation. In the event that the successor corporation or Parent or Subsidiary of the successor corporation does not agree to assume or
substitute for the outstanding Options, each Option that is not assumed or substituted for, will accelerate and become fully vested and exercisable prior to the consummation of the Change in Control at such time and on such conditions as the
Administrator shall determine. In addition, if an Option becomes fully vested and exercisable in lieu of assumption or substitution in the event of a Change in Control, the Administrator will notify the relevant Optionee in writing or electronically
that his or her Option will be fully vested and exercisable for a period of time, which shall not be less than 10 days, determined by the Administrator in its sole discretion, and the Option will terminate upon the expiration of such period. 

For the purposes of this subsection, an Option will be considered assumed if, following the Change in Control, the Option confers the right to purchase or
receive, for each Share subject to the Option immediately prior to the Change in Control, the consideration (whether stock, cash, or other securities or property) or the fair market value of the consideration received in the Change in Control by
holders of Shares for each such Share held on the effective date of the 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); provided, however,
that if such consideration received in the Change in Control is not solely common stock of the successor corporation or its Parent, the Administrator may, with the consent of the successor corporation, provide for the consideration to be received
upon the exercise of an Option for each Share subject to such Option to be solely common stock of the successor corporation or its Parent equal in fair market value to the per share consideration received by holders of common stock of the Company in
the Change in Control. An Option will be considered substituted if, 







 
following a Change in Control, the right received in substitution, whether restricted stock, an RSU, or otherwise, is of reasonably equivalent fair market value to the Option surrendered
therefor, as determined by the Administrator in good faith, taking into account the consideration received in the Change in Control by holders of Shares. 
  

	12.	GRANT 

 12.1 The Date of Grant of an Option shall be, for all
purposes, the date on which the Administrator decides to grant such Option. Notice of Grant shall be provided to each Optionee within a reasonable time after the Date of Grant. 

12.2 In the event of any tax liability arising on account of the Grant of the Options, the liability to pay such taxes shall be that of the Beneficiary
alone. 
 The Beneficiary shall enter into such agreements of indemnity and execute any and all documents as the Company may specify for
this purpose, if so required at the time of the Grant and at any other time at the discretion of the Company, on such terms and conditions as the Company may think fit, for recovery of the tax due, from the Beneficiary. 

 

	13.	AMENDMENT AND TERMINATION OF THE PLAN 


 

	 	(a)	Amendment and Termination 

 The Administrator may at any time amend, alter, suspend or terminate the
Plan. 
  

	 	(b)	Shareholders’ approval 

 The Company shall obtain shareholders’ approval of any Plan amendment
to the extent necessary and desirable to comply with Applicable Laws (including the requirements of any exchange or quotation system on which Shares may then be listed or quoted). Such shareholders approval, if required, shall be obtained in such a
manner and to such a degree as is required by the applicable law, rule or regulation. 
  

	 	(c)	Effect of amendment or termination 

 No amendment, alteration, suspension or termination of the Plan
shall impair the rights of any Optionee, unless mutually agreed otherwise between the Optionee and the Administrator, which agreement must be in writing and signed by the Optionee and the Company. 

 

	14.	CONDITIONS UPON ISSUANCE OF SHARES  

  

	 	(a)	Legal Compliance 

 Shares held by a US Beneficiary shall not be sold or issued pursuant to the exercise
of an Option unless the exercise of such Option, and the issuance or sale and delivery of such Shares shall comply with all relevant provisions of law including, without limitation, the Law, the “Securities Act” of 1933, as amended, the
“Exchange Act”, the rules and regulations promulgated thereunder, Applicable Laws and the requirements of any stock exchange or quotation system upon which the Shares may then be listed or quoted. 








	 	(b)	Investment Representations 

 As a condition to the exercise of an Option by a US Beneficiary, the Company
may require the person exercising such Option to represent and warrant at the time of any such exercise that the Shares are being subscribed or purchased only for investment and without any present intention to sell or distribute such Shares if, in
the opinion of counsel for the Company, such a representation is required. 
  

	15.	LIABILITY OF COMPANY 

 15.1 The
inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by any counsel to the Company to be necessary to the lawful issuance or sale of any Shares hereunder, shall relieve the Company of
any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained. 
 15.2 The
Company and its Affiliated Companies may not be held responsible in any way if the Beneficiary for any reason not attributable to the Company or its Affiliated Companies was not able to exercise the Options or acquire the Shares. 

 

	16.	SHAREHOLDERS’ APPROVAL 

 The Plan shall be
subject to approval by the shareholders of the Company within twelve (12) months of the date the Plan is adopted by the Board. Such shareholder approval shall be obtained in the manner and to the degree required under the Law and Applicable
Laws. 
  

	17.	LAW, JURISDICTION 

 This Plan shall be governed by
and construed in accordance with the laws of France. 
 The relevant court of the registered office of the Company shall be exclusively competent to
determine any claim or dispute arising in connection herewith. 
 The Grant of Options under this Plan shall entitle the Company to require the Beneficiary
to comply with such requirements of law as may be necessary in the Options of the Company from time to time. 
 * 

*        *        * 







 CRITEO

STOCK OPTION GRANT AGREEMENT

Part I
 NOTICE OF STOCK
OPTION GRANT 
 [Optionee’s Name and Address] 
 You
have been granted Options to subscribe ordinary Shares of the Company, subject to the terms and conditions of the 2011 Stock Option Plan (the “Plan”) and this Option Agreement. Options are governed by articles L. 225-177 and following of
the French Commercial Code. They are not part of the employment agreement or of the office which has allowed the Optionee to be granted the Options. Neither do they constitute an element of the Optionee’s remuneration. Unless otherwise defined
herein, the terms defined in the Plan shall have the same defined meanings in this Option Agreement. 
  

			
	Grant Number:	  	  

	Date of Grant:	  	  

	Vesting Commencement Date:	  	  

	Exercise Price per Share:	  	  

	Total Number of Shares Granted:	  	  

	Total Exercise Price:	  	  

	Type of Options:	  	 [Incentive Stock Option]
 [Nonstatutory Stock
Option]

	Term/Expiration Date:	  	  


 We draw your attention upon the fact that, notwithstanding any provisions of the Plan or of this Option Agreement to the
contrary, should you be an officer or an employee of the Company or an Affiliated Company having its registered office in France, the Shares sold or issued, as a result of the exercise of an Option, shall be held in the nominative form and shall not
be sold prior to the earliest of four years from the Date of Grant of the Options without exceeding three years from the date of exercise of the Options, even if, in the meantime, you loose the Continuous Status as a Beneficiary. This prohibition of
sale will be mentioned in your shareholder’s account. However, this restriction will not be applicable in case of death or Incapacity. In addition, this restriction will not be applicable in case of Dismissal or Retirement, if the Options have
been exercised at least three months before the Date of Dismissal or Retirement. 







 It is as a consequence, hereby, given mandate to the authorized financial intermediary holding the
individual shareholders’ accounts of the Company not to register any assignment or transfer of Shares resulting from the exercise of Options occurring prior to the expiration of the above-mentioned period of four ( 4 ) years. 

Where the exercise of an Option, as described under Article 9.(a) of the Plan, would lead the Company to be liable for any payment, whether
due to fees, taxes or to charges of any nature whatsoever, in place of the Optionee, such Option shall be deemed duly exercised when the full payment for the Shares with respect to which the Option is exercised is executed by the Optionee and the
Optionee provides the Company with either the receipt stating the payment by the Optionnee of any such fee, tax or charge, as above described that would otherwise be paid by the Company upon exercise of the Option, in place of the Optionee or, the
full payment, under the same conditions, of any amount due upon the exercise of the Option to be borne by the Company. 
 In the event that you
infringe one of the above mentioned commitments, you shall be liable for any consequences resulting from such infringement for the Company and undertake to indemnify the Company in respect of all amounts payable by the Company in connection with
such infringement. 
 IT IS HEREBY SPECIFIED THAT THE ABOVE FOUR PARAGRAPHS SHALL NOT APPLY TO YOU AS LONG AS YOU DO NOT BECOME A FRENCH TAX
RESIDENT. 
 Validity of the Options: 

The Options will be valid as from the Date of Grant. 
 Vesting
Schedule: 
 [Unless otherwise determined or adapted by the Board, the Options may be exercised by the Beneficiary on the basis of the following initial
vesting schedule subject to the condition precedent that the Optionee shall have previously returned to the Company the documents referred to under section 1.2. of Part II of the Stock Option Grant Agreement duly initialed and signed: 

 

	•	 	One-fourth of the Options as from the first anniversary of the Date of Grant, 

  

	•	 	then, 1/16th at the expiration of each quarter following the first anniversary of the Date of Grant during thirty-six (36) months thereafter, and 


 

	•	 	at the latest within ten (10) years as from the Date of Grant or in case of death or Disability of the Optionee during such then (10) year period, six (6) months as from the death or Disability of the
Optionee. 


  
 - 2 - 








 The number of Options that could be exercised pursuant to the above vesting schedule will always be rounded down
to the nearest full number. 
 If the Beneficiary fails to exercise the Options in whole or in part within the said period of ten (10) years (as may be
extended to six (6) months from the death or Disability of the Optionee, the Options will lapse automatically.] 
 Termination Period: 

Unless otherwise decided by the Board, the Options may be exercised for one (1) month after termination of the Optionee’s Continuous Status as a
Beneficiary, to the extent the Options are exercisable at the time of termination. 
 Unless otherwise decided by the Board, upon the death or Disability of
the Optionee, the Options may be exercised during a period of six (6) months as provided in the Plan. 
 Save as provided in the Plan, in no event
shall the Options be exercised later than the Term/Expiration Date as provided above. Should the Options expire or become unexercisable for any reason without having been exercised in full, the unsubscribed Shares which were subject thereto shall,
unless the Plan shall have been terminated, become available for future grant under the Plan. 
 By his signature and the signature of the Company’s
representative below, the Optionee and the Company agree that the Options are granted under and governed by the terms and conditions of the Plan and this Option Agreement. The Optionee has reviewed the Plan and this Option Agreement in their
entirely, has had the opportunity to obtain the advice of counsel prior to executing this Option Agreement and fully understands all provisions of the Plan and Option Agreement. The Optionee hereby agrees to accept as binding, conclusive and final
all decisions or interpretations of the Administrator upon any questions relating to the Plan and Option Agreement. The Optionee further agrees to notify the Company upon any change in the residence address indicated below. 

  
 - 3 - 








 CRITEO

STOCK OPTION GRANT AGREEMENT

Part II
 TERMS AND
CONDITIONS 
 1. Grant of Options. 

1.1 The Administrator of the Company hereby grants to the Optionee named in the Notice of Grant attached as Part I of this Agreement (the
“Optionee”), [            ] options (the “Options”) to subscribe the number of ordinary Shares, as set forth in the Notice of Grant, at the exercise price per Share set
forth in the Notice of Grant (the “Exercise Price”), subject to the terms and conditions of the Plan, which is incorporated herein by reference. 

In the event of a conflict between the terms and conditions of the Plan and the terms and conditions of this Option Agreement, the terms and conditions of the
Plan shall prevail. 
 If designated in the Notice of Grant as an Incentive Stock Option, this Option is intended to qualify as an Incentive Stock Option
under Section 422 of the Code although the Company makes no representation as to the tax status of the Option. However, if this Option is intended to be an Incentive Stock Option, to the extent that it exceeds the U.S.$ 100,000 rule of Code
Section 422(d) the excess shall be treated as a Non-Statutory Stock Option 
 1.2 An Option will be valid as from the Date of Grant.

 1.3 In the event of any tax liability arising on account of the Grant of the Options, the liability to pay such taxes shall be that of
the Beneficiary alone. The Beneficiary shall enter into such agreements of indemnity and execute any and all documents as the Company may specify for this purpose, if so required at the time of the Grant and at any other time at the discretion of
the Company, on such terms and conditions as the Company may think fit, for recovery of the tax due, from the Beneficiary. 
 2. Exercise of Options

 (a) Right to Exercise. An Option is exercisable during its term in accordance with the Vesting Schedule set out in the Notice of Grant and the
applicable provisions of the Plan and this Option Agreement, subject to the condition precedent that the Optionee shall have previously returned to the Company: 
  

	•	 	Part I and Part II of the Stock Option Grant Agreement, and 

  

	•	 	a contractual undertaking in the form attached as Exhibit A hereto or such subsequent version thereof (if any) as shall be notified by the Company to the Optionee before exercise of the relevant Option, each duly
initialed (all pages but for the signature page) and signed (signature page). 

 In the event of Optionee’s death, Disability or other
termination of Optionee’s Continuous Status as a Beneficiary, the exercisability of an Option is governed by the applicable provisions of the Plan and this Option Agreement. 

  
 - 4 - 








 (b) Method of Exercise. An Option is exercisable by delivery of an exercise notice, in the form attached
as Exhibit B hereto (the “Exercise Notice”), comprising a share subscription form (bulletin de souscription) which shall state the election to exercise the Option, the number of Shares in respect of which the Option is being
exercised (the “Exercised Shares”), and such other representations and agreements as may be required by the Company pursuant to the provisions of the Plan. The Exercise Notice shall be signed by the Optionee and shall be delivered in
person or by certified mail to the Company or its designated representative or by facsimile message to be immediately confirmed by certified mail to the Company. The Exercise Notice shall be accompanied by payment of the aggregate Exercise Price as
to all Exercised Shares. An Option shall be deemed to be exercised upon receipt by the Company of such fully executed Exercise Notice accompanied by the proof of payment of such aggregate Exercise Price. 

No Share shall be issued pursuant to the exercise of an Option unless such issuance and exercise complies with all relevant provisions of law as set out under
Section 14(a) of the Plan. 
 Upon exercise of an Option, the Shares issued to the Optionee shall be assimilated with all other Shares of the Company
and shall be entitled to dividends for the fiscal year in course during which the Option is exercised. 
 3. Method of Payment. Payment of the
aggregate Exercise Price shall be by any of the following, or a combination thereof, at the election of the Optionee: 
  

	 	(1)	wire transfer with the execution of the corresponding exchange contract; 

  

	 	(2)	check; or 

  

	 	(3)	any combination of the foregoing methods of payment. 

 Where the exercise
of an Option would lead the Company to be liable for any payment, whether due to fees, taxes or to charges of any nature whatsoever, in place of the Optionee, such Option shall be deemed duly exercised when (a) the full payment for the Shares
with respect to which the Option is exercised is executed by the Optionee and (b) the Optionee provides the Company with either (i) the receipt stating the payment by the Optionee of any such fee, tax or charge, as above described that
would otherwise be paid by the Company upon exercise of the Option, in place of the Optionee or, (ii) the full payment, under the same conditions, of any amount due upon the exercise of the Option to be borne by the Company. 

The Company and its Affiliated Companies may not be held responsible in any way if the Beneficiary for any reason not attributable to the Company or its
Affiliated Companies was not able to exercise the Option or purchase the Shares. The payment for the purchase of the shares shall be made by the Optionee under his/her own responsibility according to these Terms and Conditions. 

4. Non-Transferability of Option. An Option may not be transferred in any manner otherwise than by will or by the laws of descent or distribution and
may be exercised during the lifetime of the Optionee only by the Optionee. The terms of the Plan and this Option Agreement shall be binding upon the executors, administrators, heirs, successors and assigns of the Optionee. 

  
 - 5 - 








 5. Term of Options. Subject as provided in the Plan, an Option may be exercised only within the term set
out in the Notice of Grant, and may be exercised during such term only in accordance with the Plan and the terms of this Option Agreement. 

6. Prohibition to sell. However unless provided otherwise in part I of this Agreement, as an exception to the above,
the Shares issued to a Beneficiary who is, at the Date of Grant of the Options, president of the board of directors, general manager, deputy general manager, president or member of the management board or employee of the Company or of an Affiliated
Company having its registered office in France shall be held in the nominative form and shall not be sold prior to the earliest of four years from the Date of Grant of the Options without exceeding three years from the date of exercise of the
Options, even if, in the meantime, the Beneficiary looses the Continuous Status as a Beneficiary. This prohibition of sale will be mentioned in the relevant shareholder’s account of the Company. However, this restriction will not be applicable
in case of death or Incapacity of the Beneficiary. In addition, this restriction will not be applicable in case of Dismissal or Retirement of the Beneficiary, if the Options have been exercised at least three months before the Date of Dismissal or
Retirement. 
 It is as a consequence, hereby, given mandate to the authorized financial intermediary holding the individual
shareholders’ accounts of the Company not to register any assignment or transfer of Shares resulting from the exercise of Options occurring prior to the expiration of the above-mentioned period of four ( 4 ) years. 

In the event that a Beneficiary infringes one of the above mentioned commitments, such Beneficiary shall be liable for any consequences resulting from
such infringement for the Company and undertakes to indemnify the Company in respect of all amounts payable by the Company in connection with such infringement. 

The above three paragraphs shall not apply to you as long as you do not become a French tax resident. 

7. Entire Agreement; Governing Law. The Plan is incorporated herein by reference. The Plan and this Option Agreement constitute the entire
agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Optionee with respect to the subject matter hereof, and may not be modified adversely to the
Optionee’s interest except by means of a writing signed by the Company and Optionee. This agreement is governed by the laws of the Republic of France. 

Any claim or dispute arising under the Plan or this Agreement shall be subject to the exclusive jurisdiction of the court competent for the
place of the registered office of the Company. 
 8. Tax Obligations. Regardless of any action the Company or Optionee’s employer (the
“Employer”) takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“Tax-Related Items”), Optionee acknowledges that the ultimate liability


  
 - 6 - 








 
for all Tax-Related Items legally due by Optionee is and remains Optionee’s responsibility and that the Company and/or the Employer (1) make no representations or undertakings regarding
the treatment of any Tax-Related Items in connection with any aspect of the Option grant, including the grant, vesting or exercise of the Option, the subsequent sale of shares of common stock acquired pursuant to such exercise and the receipt of any
dividends; and (2) do not commit to structure the terms of the grant or any aspect of the Option to reduce or eliminate Optionee’s liability for Tax-Related Items. 

Prior to exercise of the Option, Optionee will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy
all withholding obligations of the Company and/or the Employer, if any. In this regard, Optionee authorizes the Company and/or the Employer to withhold all applicable Tax-Related Items legally payable by Optionee from Optionee’s compensation
paid to Optionee by the Company and/or Employer or from proceeds of the sale of Shares. Alternatively, or in addition, if permissible under local law, the Company may sell or arrange for the sale of Shares that Optionee acquires to meet the
withholding obligation for Tax-Related Items. Finally, Optionee will pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of Optionee’s participation in the
Plan or Optionee’s purchase of Shares that cannot be satisfied by the means previously described. The Company may refuse to honor the exercise and refuse to deliver the Shares issuable upon exercise of the Options if Optionee fails to comply
with Optionee’s obligations in connection with the Tax-Related Items as described in this section. 
 9. Nature of Grant. In accepting the
grant, Optionee acknowledges that: 
 (a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be
modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and this Agreement; 

(b) the grant of the Option is voluntary and occasional and does not create any contractual or other right to receive future grants of
options, or benefits in lieu of options, even if options have been granted repeatedly in the past; 
 (c) all decisions with respect
to future option grants, if any, will be at the sole discretion of the Company; 
 (d) Optionee’s participation in the Plan
shall not create a right to further employment with the employer and shall not interfere with the ability of the Employer to terminate Optionee’s employment relationship at any time with or without cause; 

(e) Optionee is voluntarily participating in the Plan; 

(f) the Option is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company
or the Employer, and which is outside the scope of Optionee’s employment contract, if any; 
 (g) the Option is not part of
normal or expected compensation or salary for any purpose, including, but not limited to, calculating any severance, resignation, 

  
 - 7 - 








 
termination, redundancy, end of service payments, bonuses, long service awards, pension or retirement benefits or similar payments and in no event should be considered as compensation for, or
relating in any way to, past services for the Company or the Employer; 
 (h) the Option grant will not be interpreted to form an
employment contract with the Company, the Employer or any subsidiary or affiliate of the Company; 
 (i) the future value of the
underlying Shares is unknown and cannot be predicted with certainty; 
 (j) if the underlying Shares do not increase in value, the
Option will have no value; 
 (k) if Optionee exercises Optionee’s Option and obtains Shares, the value of those Shares acquired
upon exercise may increase or decrease in value, even below the exercise price; 
 (l) in consideration of the grant of the Option,
no claim or entitlement to compensation or damages shall arise from termination of the Option or diminution in value of the Option or Shares purchased through exercise of the Option resulting from termination of Optionee’s employment the
Company or the Employer (for any reason whatsoever) and Optionee irrevocably releases the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to
have arisen, then, by signing this Agreement, Optionee shall be deemed irrevocably to have waived Optionee’s entitlement to pursue such claim; and 

(m) in the event of termination of Optionee’s employment, Optionee’s right to receive the Option and vest in the Option under the
Plan, if any, will terminate effective as of the date that Optionee receives notice of termination regardless of when such termination is effective; furthermore, in the event of termination of employment, Optionee’s right to exercise the Option
after termination of employment, if any, will be measured by the date on which the Optionee receives notice of termination; the Company shall have the exclusive discretion to determine when Optionee is no longer actively employed for purposes of
Optionee’s Option grant. In addition, any period of notice or compensation in lieu of such notice, that is given or ought to have been given under any contract, statute, common law or civil law shall be excluded. 

10. Data Privacy. Optionee hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of
Optionee’s personal data as described in this document by and among, as applicable, the Employer, the Company and its subsidiaries and affiliates for the exclusive purpose of implementing, administering and managing Optionee’s
participation in the Plan. 
 Optionee understands that the Company and the Employer may hold certain personal information about
Optionee, including, but not limited to, Optionee’s name, home address and telephone number, date of birth, social insurance number or other identification number, 

  
 - 8 - 








 
salary, nationality, job title, any shares of stock or directorships held in the Company, details of all options or any other entitlement to shares of stock awarded, canceled, exercised, vested,
unvested or outstanding in Optionee’s favor, for the exclusive purpose of implementing, administering and managing the Plan (“Data”). 

Optionee understands that the recipients of the Data may be located in the United States or elsewhere, and that the recipients’
country (e.g., the United States) may have different data privacy laws and protections than Optionee’s country. Optionee understands that Optionee may request a list with the names and addresses of any potential recipients of the Data by
contacting Optionee’s local human resources representative. Optionee authorizes the Company and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to
receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing Optionee’s participation in the Plan. Optionee understands that Data will be held only as long as
is necessary to implement, administer and manage Optionee’s participation in the Plan. Optionee understands that Optionee may, at any time, view the Data, request additional information about the storage processing of the Data, require any
necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing Optionee’s local human resources representative. Optionee understands, however, that refusing or withdrawing
Optionee’s consent may affect Optionee’s ability to participate in the Plan. For more information on the consequences of Optionee’s refusal to consent or withdrawal of consent, Optionee understands that Optionee may contact
Optionee’s local human resources representative. 
 11. Electronic Delivery. The Company may, in its sole discretion,
decide to deliver any documents related to the Option and participation in the Plan or future options that may be granted under the Plan by electronic means or to request Optionee’s consent to participate in the Plan by electronic means.
Optionee hereby consents to receive such documents by electronic delivery and, if requested, to agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by
the Company. 
 12. Severability. The provisions of this Agreement are severable and if any one or more provisions are determined to
be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable. 
  

							
	OPTIONEE:	 		 	CRITEO
				
	  
	 		 	By:	 	  

	Signature	 		 		 	
				
	  
	 		 	Title:	 	  

	Print Name	 		 		 	
				
	  
	 		 		 	
	Residence Address	 		 		 	
				
	  
	 		 		 	


  
 - 9 - 








 EXHIBIT B 

CRITEO 

Société Anonyme having a share capital of EUR. [            ]

 Registered office: [            ] 

484 786 249 R.C.S. [            ] 

2010 STOCK OPTION PLAN

EXERCISE NOTICE
 (Share
subscription form) 
 CRITEO 

[            ] 

[            ] 

			
	France	  	[            ], [        ]

 Attention:
[                    ] 
 1. Exercise of
Options. Effective as of today,             ,     , the undersigned (“Optionee”) hereby elects to subscribe
                     (            ) ordinary shares (the “Shares”) of the
common stock (actions ordinaire) of CRITEO (the “Company”) under and pursuant to the Company’s 2011 Stock Option Plan (the “Plan”) adopted by the board on
[                    ] and the Stock Option Agreement dated             ,
         (the “Option Agreement”). The subscription price for the Shares shall be EUR.             , as required by the Option
Agreement. 
 2. Delivery of Payment. Optionee herewith delivers to the Company the full subscription price for the Shares. 

3. Representations of Optionee. The Optionee acknowledges that Optionee has received, read and understood the Plan and the Option Agreement and agrees
to abide by and be bound by their terms and conditions, in particular the Optionee agrees to abide and be bound by the obligation to hold and the prohibition to sell the Shares provided for in articles 9.(a) of the Plan and 6 of the Option
Agreement as well as by the obligation to indemnify which stems from it (to the extent applicable). 
 4. Rights as Shareholder. Until the
issuance (as evidenced by the appropriate entry on the books of the Company) of the Shares, the Optionee shall have, as an Optionee, no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the Optioned
Stock, except those the Optionee may have as a shareholder of the Company. No adjustment will be made for rights in respect of which the record date is prior to the issuance date for the Shares, except as provided in Section 11 of the Plan.

 5. Tax consultation. The Optionee understands that Optionee may suffer adverse tax consequences as a result of Optionee’s subscription or
disposition of the Shares. Optionee represents that Optionee has consulted with any tax consultants Optionee deems advisable in connection with the subscription or disposition of the Shares. The Optionee is not relying on the Company for any tax
advice. 
 6. Entire Agreement; Governing Law. The Plan and Option Agreement are incorporated herein by reference. This Exercise Notice, the Plan and
the Option 

  
 - 10 - 








 
Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and
Optionee with respect to the subject matter hereof, and may not be modified adversely to the Optionee’s interest except by means of a writing signed by the Company and Optionee. This agreement is governed by the laws of the Republic of France.

 * 

*        * 

This Exercise notice is delivered in two originals one of which shall be returned to the Optionee. 

 



			
	Submitted by:
	OPTIONEE
	
	  

	Signature
	
	  

	Print Name	 	
	
	Address:
	
	  


 


			
	Accepted by:
	CRITEO
	
	  

	Signature
		
	Its:	 	  


 
 


  
 - 11 - 








 CRITEO 

2012 STOCK OPTION PLAN 







 SUMMARY 
  

					
	 	  	Page	 
		
	 1. Purposes of the Plan
	  	 	1	  
		
	 2. Definitions
	  	 	1	  
		
	 3. Shares subject to the Plan
	  	 	4	  
		
	 4. Administration of the Plan
	  	 	5	  
		
	 (a) procedure
	  			
	 (b) powers of the Administrator
	  			
	 (c) effect of Administrator’s decision
	  			
		
	 5. Limitations
	  	 	6	  
		
	 6. Term of the Plan
	  	 	6	  
		
	 7. Term of the Options
	  	 	6	  
		
	 8. Options exercise price and consideration
	  	 	7	  
		
	 (a) subscription or purchase price
	  			
	 (b) waiting period and exercise dates
	  			
	 (c) form of consideration
	  			
		
	 9. Exercise of Options
	  	 	7	  
		
	 (a) procedure for exercise; rights of the shareholders
	  			
	 (b) termination of the Optionee’s Continuous Status as Beneficiary
	  			
	 (c) disability of Optionee
	  			
	 (d) death of Optionee
	  			









					
	 10. Non-transferability of Options
	  	 	9	  
		
	 11. Adjustments upon changes
	  	 	9	  
		
	 (a) changes in capitalization of the Company
	  			
	 (b) dissolution or liquidation of the Company
	  			
	 (c) Change in Control
	  			
		
	 12. Date of grant
	  	 	11	  
		
	 13. Amendment and termination of the Plan
	  	 	11	  
		
	 (a) amendment and termination
	  			
	 (b) shareholders’s approval
	  			
	 (c) effect of amendment or termination
	  			
		
	 14. Conditions upon issuance of shares
	  	 	11	  
		
	 (a) legal compliance
	  			
	 (b) investment representations
	  			
		
	 15. Liability of the Company
	  	 	11	  
		
	 16. Shareholder’s approval
	  	 	12	  
		
	 17. Law, jurisdiction
	  	 	12	  
		
	 Stock Option Grant Agreement
	  			
		
	 Part I - Notice of stock option grant
	  			
	 Part II - Terms and conditions
	  			
		
	Exhibit A - Form of contractual undertaking2	  			
	Exhibit B - Exercise notice	  			

  

	2 	The contractual undertaking by its terms terminated upon an IPO and is no longer required. 








 CRITEO 

2012 STOCK OPTION PLAN 
 In accordance with
the authorization granted by the extraordinary general shareholders’ meeting of September 14, 2012, the board of directors decided on October 25, 2012, in compliance with the provisions of articles L. 225-177 et. seq. of the French
Commercial Code, to adopt the 2012 stock option plan of CRITEO, the terms and conditions of which are set out below. 
  

	1.	PURPOSES OF THE PLAN 


The purposes of the Plan are: 
  

	 	•	 	to attract and retain the best available personnel for positions of substantial responsibility; 

  

	 	•	 	to provide additional incentive to Beneficiaries; and 

  

	 	•	 	to promote the success of the Company’s business. 

 Options granted under the Plan to U.S. Beneficiaries
are intended to be Incentive Stock Options or Non-Statutory Stock Options, as determined by the Administrator at the time of grant of an Option, and shall comply in all respects with Applicable Laws in order that they may benefit from available tax
advantages. 
  

	2.	DEFINITIONS. 

  


	(a)	“Administrator” means the board of the Company which shall administer the Plan in accordance with Section 4 of the Plan. 


 

	(b)	“Affiliated Company” means a company which conforms with the criteria set forth in article L. 225-180 of the Law as follows: 


 

	 	•	 	companies of which at least ten per cent (10%) of the share capital or voting rights is held directly or indirectly by the Company; 


 

	 	•	 	companies which own directly or indirectly at least ten per cent (10%) of the share capital or voting rights of the Company; and 


 

	 	•	 	companies of which at least fifty per cent (50%) of the share capital or voting rights is held directly or indirectly by a company which owns directly or indirectly at least fifty percent (50%) of the share
capital or voting rights of the Company, 

  

	(c)	“Applicable Laws” means for the US the legal requirements relating to the administration of stock option plans under state corporate and securities laws and the Code in force in the United States of
America. 

  

	(d)	“Beneficiary” means the president of the board of directors (président du conseil d’administration), the general manager (directeur général) and the deputy
general managers (directeurs généraux délégués) or, as the case may be, the president and the members of the management board (président et membres du directoire) of the Company as well as any
individual employed by the Company or by any Affiliated Company under the terms and conditions of an employment contract, it being specified that a term of office of director of the Company or director of an Affiliated Company (remunerated or not)
shall not be deemed to constitute an employment relationship. 

  

	(e)	“Board” means the board of directors of the Company. 









	(f)	“Change in Control” means (i) a merger (fusion) of the Company with or into another corporation, other than to another corporation, entity or person in which the holders of at least a majority of
the voting rights and share capital of the Company outstanding immediately prior to such transaction continue to hold (either by such shares remaining outstanding in the continuing entity or by being converted into shares of voting rights and share
capital of the surviving entity) a majority of the total voting rights and share capital of the Company (or the surviving entity) outstanding immediately after such transaction (an “Excluded Entity”), or (ii) the sale (vente) or other
form of transfer by one or several shareholders of the Company to any person or group of persons of a number of Shares such that the transferee(s) shall own a majority of the voting rights and share capital of the Company, or (iii) the sale,
lease or other disposition, in a single transaction or in a series of related transactions, of all or substantially all of the assets of the Company other than to (1) a corporation or other entity of which at least a majority of its combined
voting rights and share capital is owned directly or indirectly by the Company or (2) an Excluded Entity. 

  

	(g)	“Code” means the United States Internal Revenue Code of 1986, as amended. 

  

	(h)	“Company” means CRITEO, a corporation organized under the laws of the Republic of France. 

  

	(i)	“Continuous Status as a Beneficiary” means as regards the president of the board of directors, the general manager, the deputy general manager(s) or, as the case may be, the president and the members of
the management board that the term of their office has not been terminated and, as regards an employee that the employment relationship between the Beneficiary and the Company or any Affiliated Company is not terminated. Continuous Status as a
Beneficiary shall not be considered terminated in the case of (i) any leave of absence having received a prior approval from the Company or requiring no prior approval under U.S. laws, or (ii) transfers between locations of the Company or
between the Company or any Affiliated Company or the contrary or also from an Affiliated Company to another Affiliated Company. Leaves of absence which must receive a prior approval from the Company for the non-termination of the Continuous Status
as a Beneficiary shall include leaves of more than three (3) months for illnesses or conditions about which the employee has advance knowledge, military leave, or any other personal leave. For purposes of U.S. Beneficiaries and Incentive Stock
Options, no such leave may exceed ninety (90) days, unless reemployment upon expiration of such leave is guaranteed by statute contract or Company policies. If reemployment upon expiration of a leave of absence approved by the Company is not so
guaranteed, on the 91st day of such leave any Incentive Stock Option held by a U.S. Beneficiary shall cease to be treated as an Incentive Stock Option and shall be treated for U.S. tax purposes as a Non-Statutory Stock Option. 


 

	(j)	“Date of Dismissal” means the date the employee received its dismissal letter. 

  

	(k)	“Date of Grant” means the date of the decision of the Board to grant the Options. 

  

	(l)	“Disability” means a disability declared further to a medical examination provided for in article L. 4624-21 of the French Labour Code or pursuant to any similar provision applicable to a foreign
Affiliated Company. 

  

	(m)	“Exchange Act” means the United States Securities Exchange Act of 1934, as amended. 

  

	(n)	“Fair Market Value” means the value for one Share as determined in good faith by the Administrator, according to the following provisions, as provided in the Shareholder Authorization:


 (i) as long as the Shares will not be listed on a regulated market of the European Union or on a Swiss stock exchange market
or on the National Association of Securities 

  
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Dealers Inc. Automated Quotation (“NASDAQ”) System or on the New York Stock Exchange in the United States of America, the subscription or purchase price will be determined in accordance
with the provision of article L. 225-177 of the French commercial Code and will be at least equal to the price per share retained at the time of the last operation affecting the share capital of the Company, unless otherwise decided by the Board by
a well-founded decision; 
 (ii) from the date on which the Company shall be listed on a regulated market of the European Union or on a Swiss
stock exchange market or on the National Association of Securities Dealers Inc. Automated Quotation (“NASDAQ”) System or on the New York Stock Exchange in the United States of America, the Board may determine the subscription or purchase
price of a share by reference to the closing sales price of one share on such regulated market for the day prior to the day of the decision of the Board to grant the Options. However, the purchase or subscription price shall in no case be less than
ninety five per cent (95%) of the average of the closing sales price for a share as quoted on said stock exchange market during the twenty market trading days prior to the day of the Board’s decision to grant the Options, 

(iii) for US Beneficaries, the subscription or purchase price shall not be less than the fair market value of the Shares on the Date of Grant,
determined as follows (a) if the Shares are listed or quoted for trading on an exchange, the value will be deemed to be the closing or last offer price, as applicable, of the Shares on the principal exchange upon which such securities are
traded or quoted on such date, provided, if such date is not a trading day, on the last market trading day prior to such date; and (b) if the Shares are not listed or quoted for trading on an exchange, the fair market value of the Shares as
determined by the Board, consistent with the requirements of Sections 422 with respect to Incentive Stock Options, and 409A of the Code with respect to Options not intended to be Incentive Stock Options, 

it being specified that, when an Option entitles the holder to purchase shares previously repurchased by the Company, the exercise price, notwithstanding the
above provisions and in accordance with applicable law, may not be less than 80% of the average purchase price paid by the Company for all shares so previously repurchased. 

This price settled for the subscription or purchase of Shares shall not be modified during the period in which the Option may be exercised. However, if the
Company makes one of the operations mentioned in article L. 225-181 of the French Commercial Code, it must take all necessary measures to protect Optionee’s interests in the conditions provided for by article L 228-99 of the French Commercial
Code. In case of issuance of securities granting the common stock access, as well as in case of Company’s merger or scission, the Board may decide, for a limited period of time, to suspend the exercisability of the Options. 

 

	(o)	“Incentive Stock Option” means an Option intended to qualify as an incentive stock option within the meaning of Section 422 of the Code and the regulations promulgated thereunder.


  

	(p)	“Law” means the French Commercial Code. 

  

	(q)	“Non-Statutory Stock Option” means an Option which does not qualify as an Incentive Stock Option. 

  

	(r)	“Notice of Grant” means a written notice evidencing the main terms and conditions of an individual Option grant. The Notice of Grant is part of the Option Agreement. 


 

	(s)	“Officer” means either a U.S. Beneficiary designed by the Company or an Affiliated Company, as the case may be, as an officer (as defined in section 16 of the Exchange Act and its regulations),



  
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	(t)	“Option” means an option to purchase or subscribe Shares granted pursuant to the Plan. 

  

	(u)	“Optionee” means a Beneficiary who holds at least one outstanding Option. 

  

	(v)	“Option Agreement” means a written agreement entered into between the Company and an Optionee evidencing the terms and conditions of an individual Option grant. The Option Agreement is subject to the
terms and conditions of the Plan. 

  

	(w)	“Option Exchange Program” means a program whereby outstanding Options are surrendered in exchange for Options with different exercise conditions. 


 

	(x)	“Parent” means a “parent corporation”, whether now or hereafter existing, as defined in Section 424(e) of the Code. 


 

	(y)	“Plan” means the 2012 Stock Option Plan as approved by the Board on October, 2012. 

  

	(z)	“Retirement” means, pursuant to article L. 1237-5 of the French labor code, the retirement, upon the employer’s decision, at full rate of an employee who has reached the age giving right to
retirement, or any similar provision applicable to a foreign Affiliated Company. 

  

	(aa)	“Share” means a share of common stock (action ordinaire) of the Company 

  

	(bb)	“Shareholders Authorization” means the authorization given by the shareholders of the Company in the extraordinary general meeting held on September 14, 2012 as increased or amended from time to
time by a further general meeting of the shareholders permitting the Board to grant Stock Options. 

  

	(cc)	“Share Capital” means the issued and paid up capital of the Company. 

  

	(dd)	“Subsidiary” means a “subsidiary corporation”, whether now or hereafter existing, as defined in Section 424(f) of the Code. 


 

	(ee)	“U.S. Beneficiary” means a Beneficiary of the Company or an Affiliated Company residing in the United States or otherwise subject to United States’ laws, regulations or taxation. 


 

	3.	SHARES SUBJECT TO THE PLAN 


Subject to the provisions of Section 11 of the Plan and pursuant to the Shareholder Authorization, the maximum aggregate number of Shares which may be
optioned and issued under the Plan is equal to 4,135,724. For “Incentive Stock Options”, the maximum number of Shares which may be optioned and issued is equal to 4,135,724. The Shares optioned and issued under the Plan may be newly issued
Shares, treasury Shares or Shares purchased on the open market. 
 Should the Option expire or become unexercisable for any reason without having been
exercised in full, the unsubscribed Shares which were subject thereto shall, unless the Plan shall have been terminated, become available again for future grant under the Plan. 

  
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	4.	ADMINISTRATION OF THE PLAN 


 

	 	(a)	Procedure 

 The Plan shall be administered by the Administrator. 

 

	 	(b)	Powers of the Administrator. 

 Subject to the provisions of the Law, the Shareholders
Authorization, the Plan, and the Applicable Laws, the Administrator shall have the authority, in its discretion: 
  

	 	(i)	to determine the Fair Market Value of the Shares, in accordance with Section 2(m) of the Plan; 

  

	 	(ii)	to determine the Beneficiaries to whom Options may be granted hereunder; 

  

	 	(iii)	to select the Beneficiaries and determine whether and to what extent Options are granted hereunder; 

  

	 	(iv)	to approve or amend forms of agreement for use under the Plan; 

  

	 	(v)	to determine the terms and conditions of any Options granted hereunder. Such terms and conditions include, but are not limited to, the exercise price, the time or times when Options may be exercised (which may be
based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation regarding any Option or the Shares relating thereto, based in each case on such factors as the Administrator, in its
sole discretion, shall determine with the exception of the exercise price; it being specified that the Administrator’s discretion remains subject to the rules and limitations set forth in this Plan and in the Law; 


 

	 	(vi)	to construe and interpret the terms of the Plan and Options granted pursuant to the Plan; 

  

	 	(vii)	to prescribe, amend and rescind rules and regulations relating to the Plan, including rules and regulations relating to sub-plans established for the purpose of qualifying for preferred tax treatment under
foreign tax laws; 

  

	 	(viii)	to modify or amend each Option (subject to the provisions of Section 13(c) of the Plan), including the discretionary authority to extend the post-termination exercise period of Options after the termination of
the employment agreement or the end of the term of office, longer than is otherwise provided for in the Plan; 

  

	 	(ix)	to authorize any person to execute on behalf of the Company any instrument required to effect the grant of an Option previously granted by the Administrator; 


 

	 	(x)	to implement an Option Exchange Program; 

  

	 	(xi)	to determine the terms and restrictions applicable to Options; and 

  

	 	(xii)	to make all other determinations deemed necessary or appropriate for administering the Plan. 


  
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	 	(c)	Effect of Administrator’s Decision. 

 The Administrator’s decisions, determinations and
interpretations shall be final and binding on all Optionees. 
  

	5.	LIMITATIONS 


(a) In the case of U.S. Beneficiaries, each Option shall be designated in the Notice of Grant either as an “Incentive Stock Option” or
as a “Non-Statutory Stock Option”. Incentive Stock Options may only be granted to Beneficiaries of the Company or a Subsidiary who meet the definition of “employees” under Section 3401(c) of the Code. 

Nevertheless, the aggregate Fair Market Value of the Shares covered by Incentive Stock Options granted under the Plan or any other stock option program of the
Company (or any Parent or subsidiary of the Company) that become exercisable for the first time in any calendar year shall not exceed U.S. $100,000: to the extent the aggregate Fair Market Value of such Shares exceeds U.S. $100,000, the Options
covering those Shares the Fair Market Values of which causes the aggregate Fair Market Value of all such Shares to be in excess of U.S. $100,000 shall be treated as Non-Statutory Options. Incentive Stock Options shall be taken into account in the
order in which they were granted, and the aggregate Fair Market Value of the Shares shall be determined as of the Date of the Grant. 
 (b) The
Options are governed by articles L. 225-177 and following of the Law. They are not part of the employment agreement or of the office which has allowed the Optionee to be granted the Option. Neither do they constitute an element of the
Optionee’s remuneration. 
 Neither the Plan nor any Option shall confer upon an Optionee any right with respect to continuing the Optionee’s
employment or his term of office with the Company or any Affiliated Company, nor shall they interfere in any way with the Optionee’s right or the Company’s or Affiliated Company’s right, as the case may be, to terminate such
employment or such term of office at any time, with or without cause. 
 (c) Other than as expressly provided hereunder, no member of the board of
directors of the Company or of the supervisory board (in the event of change of management formula of the Company) or of an equivalent management body of an Affiliated Company shall be as such eligible to receive Options under the Plan. 

 

	6.	TERM OF PLAN 


Subject to the approval of the shareholders of the Company in accordance with Section 16 of the Plan, the Plan shall be effective and Options may be
granted as of October 25, 2012, the date of the Plan’s adoption by the Board. Options may be granted hereunder until November 14, 2015. It shall continue in effect until the date of termination of the last Option in force, unless
terminated earlier under Section 13 of the Plan. 
  

	7.	TERM OF OPTIONS 


The term of each Option shall be stated in the Notice of Grant as ten (10) years from the date of grant, in accordance with the Shareholders Authorization
or, in case of death or Disability of the Optionee during such 10-year period, six (6) months from the death or Disability of the Optionee in accordance with French law. 

  
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	8.	OPTIONS EXERCISE PRICE AND CONSIDERATION 


 

	 	(a)	Subscription or purchase Price 

 The per Share subscription or purchase price for the Shares to be issued
or sold pursuant to exercise of an Option shall be determined by the Administrator on the basis of the Fair Market Value. 
 (i) In the case
of an “Incentive Stock Option” granted to a U.S. Beneficiary who, at the time the Incentive Stock Option is granted, owns stock representing more than ten percent (10%) of the voting rights of all classes of stock of the Company or
any Parent or Subsidiary of the Company and, to the extent such Beneficiary is permitted by the Law to receive Option grants, the per Share subscription or purchase price shall be no less than 110% of the fair market value per Share on the Date of
Grant as defined in Section 2(m)(iii); 
 (ii) In the case of a “Non-Statutory Stock Option” or “Incentive Stock
Option”, not covered by Section 8(a)9i) above, granted to any U.S. Beneficiary, the per Share subscription or purchase price shall be no less than 100% of the fair market value per Share on the Date of Grant as defined in
Section 2(m)(iii). 
  

	 	(b)	Waiting Period and Exercise Dates 

 At the time an Option is granted, the Administrator shall fix the
period within which the Option may be exercised and shall determine any conditions which must be satisfied before the Option may be exercised. In so doing, the Administrator may specify that an Option may not be exercised until the completion of a
service period in the Company or an Affiliated Company. 
  

	 	(c)	Form of Consideration 

 The consideration to be paid for the Shares to be issued or purchased upon
exercise of Options, including the method of payment, shall be determined by the Administrator. Such consideration shall consist entirely of an amount in Euro corresponding to the exercise price which shall be paid either by: 

 

	 	(1)	wire transfer; 

  

	 	(2)	check; or 

  

	 	(3)	any combination of the foregoing methods of payment. 

 Where the exercise of an Option would lead the
Company to be liable for any payment, whether due to fees, taxes or to charges of any nature whatsoever, in place of the Optionee, such Option shall be deemed duly exercised when the full payment for the Shares with respect to which the Option is
exercised is executed by the Optionee and the Optionee provides the Company with either the receipt stating the payment by the Optionee of any such fee, tax or charge, as above described that would otherwise be paid by the Company upon exercise of
the Option, in place of the Optionee or, the full payment, under the same conditions, of any amount due upon the exercise of the Option to be borne by the Company. 
  

	9.	EXERCISE OF OPTIONS 


 

	 	(a)	Procedure for Exercise; Rights as a Shareholder 

 Any Option granted hereunder shall be exercisable
according to the terms of the Plan and at such times and under such conditions as determined by the Administrator and set forth in the Option Agreement. 

An Option may not be exercised for a fraction of a Share. 

  
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 An Option shall be deemed exercised when the Company receives: (i) written notice of exercise (in accordance
with the provisions of the Option Agreement) together with a share subscription or purchase form (bulletin de souscription ou d’achat) duly executed by the person entitled to exercise the Option, and (ii) full payment for the Shares
with respect to which the Option is exercised. Full payment may consist of any consideration and method of payment authorized by the Administrator and permitted by the Option Agreement and the Plan. 

Where the exercise of an Option would lead the Company to be liable for any payment, whether due to fees, taxes or to charges of any nature whatsoever,
in place of the Optionee, such Option shall be deemed duly exercised when the full payment for the Shares with respect to which the Option is exercised is executed by the Optionee and the Optionee provides the Company with either the receipt stating
the payment by the Optionee of any such fee, tax or charge, as above described that would otherwise be paid by the Company upon exercise of the Option, in place of the Optionee or, the full payment, under the same conditions, of any amount due upon
the exercise of the Option to be borne by the Company. 
 Upon exercise of an Option, the Shares issued or sold to the Optionee shall be assimilated
with all other Shares of the Company of the same class and shall be entitled to dividends once the Shares are issued for the fiscal year during which the Option is exercised. 

However, as an exception to the above, the Shares sold or issued, as a result of the exercise of an Option, pursuant to the exercise of an Option to a
Beneficiary who is, at the Date of Grant of the Option, president of the board of directors, general manager, deputy general manager, president and member of the management board or employee of the Company or of an Affiliated Company having its
registered office in France shall be held in the nominative form and shall not be sold prior to the earliest of four (4) years from the date of grant of the Option without exceeding three (3) years from the date of exercise of the Option
even if, in the meantime, the Beneficiary loses the Continuous Status as a Beneficiary. This prohibition of sale will be mentioned in the shareholder’s account of the Company. However, this restriction will not be applicable in case of death or
Incapacity of the Beneficiary. In addition, this restriction will not be applicable in case of Dismissal or Retirement of the Beneficiary, if the Options have been exercised at least three months before the Date of Dismissal or Retirement.

 In the event that a Beneficiary infringes one of the above mentioned commitments, such Beneficiary shall be liable for any consequences
resulting from such infringement for the Company and undertakes to indemnify the Company in respect of all amounts payable by the Company in connection with such infringement. 

Granting of an Option in any manner shall result in a decrease in the number of Shares which thereafter may be available for purposes of the Plan, by the
number of Shares as to which the Option may be exercised. 

  
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	 	(b)	Termination of the Optionee’s Continuous Status as Beneficiary 

 Upon termination of an
Optionee’s Continuous Status as a Beneficiary, other than upon the Optionee’s death or Disability, the Optionee may exercise his or her Options, but only within such period of time as is specified in the Notice of Grant, and only for the
part of the Options that the Optionee was entitled to exercise at the date of termination (but in no event later than the expiration of the term of such Options as set forth in the Notice of Grant). Unless a longer period is specified in the Notice
of Grant or otherwise resolved by the Board, an Option shall remain exercisable for one (1) month following the Optionee’s termination of Continuous Status as a Beneficiary. In the case of an “Incentive Stock Option”, such a
period cannot exceed three (3) months following the Optionee’s termination of Continuous Status as a Beneficiary. If, at the date of termination, the Optionee is not entitled to exercise all his or her Options, the Shares covered by the
unexercisable portion of Options shall revert to the Plan. If, after termination, the Optionee does not exercise all of his or her Options within the time specified by the Administrator, the Options shall terminate, and the Shares covered by such
Options shall revert to the Plan. 
  

	 	(c)	Disability of Optionee 

 In the event that an Optionee’s Continuous Status as a Beneficiary
terminates as a result of the Optionee’s Disability, unless otherwise resolved by the Board, the Optionee may exercise his or her Options at any time within six (6) months from the date of such termination, but only to the extent these
Options are exercisable at the time of termination (but in no event later than the expiration of the term of such Options as set forth in the Notice of Grant). If, at the date of termination, the Optionee is not entitled to exercise all of his or
her Options, the Shares covered by the unexercised portion of Options shall revert to the Plan. If, after termination, the Optionee does not exercise all of his or her Options within the time specified herein, the Options shall terminate, and the
Shares covered by such Options shall revert to the Plan. 
  

	 	(d)	Death of Optionee 

 In the event of the death of an Optionee during the term of the Options, unless
otherwise resolved by the Board, the Options may be exercised at any time within six (6) months following the date of death, by the Optionee’s estate or by a person who acquired the right to exercise the Option by bequest or inheritance,
but only to the extent these Options are exercisable at the time of death. If, at the time of death, the Optionee was not entitled to exercise all of his or her Options, the Shares covered by the unexercised portion of Options shall immediately
revert to the Plan. If, after death, the Optionee’s estate or a person who acquired the right to exercise the Options by bequest or inheritance does not exercise the Options within the time specified herein, the Options shall terminate, and the
Shares covered by such Options shall revert to the Plan. 
  

	10.	NON-TRANSFERABILITY OF OPTIONS 


An Option may not be sold, pledged, assigned, hypothecated, transferred or disposed of in any manner other than by will or by laws of descent or distribution
and may be exercised, during the lifetime of the Optionee, only by the Optionee. 
  

	11.	ADJUSTMENTS UPON CHANGES IN CAPITALIZATION,
DISSOLUTION 

  

	 	(a)	Changes in capitalization 

 In the event of the carrying out by the Company of any of the financial
operations pursuant to article L. 225-181 of the Law as follows: 
  

	 	•	 	amortization or reduction of the share capital, 


  
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	 	•	 	amendment of the allocation of profits, 

  

	 	•	 	distribution of free shares, 

  

	 	•	 	capitalization of reserves, profits, issuance premiums, 

  

	 	•	 	the issuance of shares or securities giving right to shares to be subscribed for in cash or by set-off of existing indebtedness offered exclusively to the shareholders; 


the Company shall take the required measures to protect the interest of the Optionees in the conditions set forth in article L. 228-99 of the Law. 

 

	 	(b)	Dissolution or Liquidation 

 In the event of the proposed dissolution or liquidation of the Company, to
the extent that an Option has not been previously exercised, it will terminate immediately prior to the consummation of such proposed action. The Administrator may, in the exercise of its sole discretion in such instances, declare that any Option
shall terminate as of a date determined by the Administrator and give each Optionee the right to exercise his or her Options as to Shares for which the Options would not otherwise be exercisable. 

 

	 	(c)	Change in Control 

 In the event of a Change in Control, each outstanding Option will be assumed or an
equivalent option or right substituted by the successor corporation or a Parent or Subsidiary of the successor corporation. In the event that the successor corporation or Parent or Subsidiary of the successor corporation does not agree to assume or
substitute for the outstanding Options, each Option that is not assumed or substituted for, will accelerate and become fully vested and exercisable prior to the consummation of the Change in Control at such time and on such conditions as the
Administrator shall determine. In addition, if an Option becomes fully vested and exercisable in lieu of assumption or substitution in the event of a Change in Control, the Administrator will notify the relevant Optionee in writing or electronically
that his or her Option will be fully vested and exercisable for a period of time, which shall not be less than 10 days, determined by the Administrator in its sole discretion, and the Option will terminate upon the expiration of such period. 

For the purposes of this subsection, an Option will be considered assumed if, following the Change in Control, the Option confers the right to purchase or
receive, for each Share subject to the Option immediately prior to the Change in Control, the consideration (whether stock, cash, or other securities or property) or the fair market value of the consideration received in the Change in Control by
holders of Shares for each such Share held on the effective date of the 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); provided, however,
that if such consideration received in the Change in Control is not solely common stock of the successor corporation or its Parent, the Administrator may, with the consent of the successor corporation, provide for the consideration to be received
upon the exercise of an Option for each Share subject to such Option to be solely common stock of the successor corporation or its Parent equal in fair market value to the per share consideration received by holders of common stock of the Company in
the Change in Control. An Option will be considered substituted if, following a Change in Control, the right received in substitution, whether restricted stock, an RSU, or otherwise, is of reasonably equivalent fair market value to the Option
surrendered therefor, as determined by the Administrator in good faith, taking into account the consideration received in the Change in Control by holders of Shares. 

  
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	12.	GRANT 

 12.1.
The Date of Grant of an Option shall be, for all purposes, the date on which the Administrator decides to grant such Option. Notice of Grant shall be provided to each Optionee within a reasonable time after the Date of Grant. 

12.2. In the event of any tax liability arising on account of the Grant of the Options, the liability to pay such taxes shall be that of the Beneficiary
alone. 
 The Beneficiary shall enter into such agreements of indemnity and execute any and all documents as the Company may specify for
this purpose, if so required at the time of the Grant and at any other time at the discretion of the Company, on such terms and conditions as the Company may think fit, for recovery of the tax due, from the Beneficiary. 

 

	13.	AMENDMENT AND TERMINATION OF THE PLAN


  

	 	(a)	Amendment and Termination 

 The Administrator may at any time amend, alter, suspend or terminate the
Plan. 
  

	 	(b)	Shareholders’ approval 

 The Company shall obtain shareholders’ approval of any Plan amendment
to the extent necessary and desirable to comply with Applicable Laws (including the requirements of any exchange or quotation system on which Shares may then be listed or quoted). Such shareholders approval, if required, shall be obtained in such a
manner and to such a degree as is required by the applicable law, rule or regulation. 
  

	 	(c)	Effect of amendment or termination 

 No amendment, alteration, suspension or termination of the Plan
shall impair the rights of any Optionee, unless mutually agreed otherwise between the Optionee and the Administrator, which agreement must be in writing and signed by the Optionee and the Company. 

 

	14.	CONDITIONS UPON ISSUANCE OF SHARES 


 

	 	(a)	Legal Compliance 

 Shares held by a US Beneficiary shall not be sold or issued pursuant to the exercise
of an Option unless the exercise of such Option, and the issuance or sale and delivery of such Shares shall comply with all relevant provisions of law including, without limitation, the Law, the “Securities Act” of 1933, as amended,
the “Exchange Act”, the rules and regulations promulgated thereunder, Applicable Laws and the requirements of any stock exchange or quotation system upon which the Shares may then be listed or quoted. 

 

	 	(b)	Investment Representations 

 As a condition to the exercise of an Option by a US Beneficiary, the Company
may require the person exercising such Option to represent and warrant at the time of any such exercise that the Shares are being subscribed or purchased only for investment and without any present intention to sell or distribute such Shares if, in
the opinion of counsel for the Company, such a representation is required. 
  

	15.	LIABILITY OF COMPANY 


15.1. The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by any counsel to the Company to
be necessary to the lawful issuance or sale of any Shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained. 

  
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 15.2. The Company and its Affiliated Companies may not be held responsible in any way if the Beneficiary for any
reason not attributable to the Company or its Affiliated Companies was not able to exercise the Options or acquire the Shares. 
  

	16.	SHAREHOLDERS’ APPROVAL 


The Plan shall be subject to approval by the shareholders of the Company within twelve (12) months of the date the Plan is adopted by the Board. Such
shareholder approval shall be obtained in the manner and to the degree required under the Law and Applicable Laws. 
  

	17.	LAW, JURISDICTION 


This Plan shall be governed by and construed in accordance with the laws of France. 

The relevant court of the registered office of the Company shall be exclusively competent to determine any claim or dispute arising in connection herewith.

 The Grant of Options under this Plan shall entitle the Company to require the Beneficiary to comply with such requirements of law as may be necessary in
the Options of the Company from time to time. 
 * 

*        *        * 







 CRITEO 

STOCK OPTION GRANT AGREEMENT 

Part I 
 NOTICE OF STOCK
OPTION GRANT 
 [Optionee’s Name and Address] 
 You
have been granted Options to subscribe ordinary Shares of the Company, subject to the terms and conditions of the 2012 Stock Option Plan (the “Plan”) and this Option Agreement. Options are governed by articles L. 225-177 and following of
the French Commercial Code. They are not part of the employment agreement or of the office which has allowed the Optionee to be granted the Options. Neither do they constitute an element of the Optionee’s remuneration. Unless otherwise defined
herein, the terms defined in the Plan shall have the same defined meanings in this Option Agreement. 
  

			
	Grant Number:	  	  

	Date of Grant:	  	  

	Vesting Commencement Date:	  	  

	Exercise Price per Share:	  	  

	Total Number of Shares Granted:	  	  

	Total Exercise Price:	  	  

	Type of Options:	  	[Incentive Stock Option]
		  	[Nonstatutory Stock Option]
	Term/Expiration Date:	  	  


 We draw your attention upon the fact that, notwithstanding any provisions of the Plan or of this Option Agreement to the
contrary, should you be an officer or an employee of the Company or an Affiliated Company having its registered office in France, the Shares sold or issued, as a result of the exercise of an Option, shall be held in the nominative form and shall not
be sold prior to the earliest of four years from the Date of Grant of the Options without exceeding three years from the date of exercise of the Options, even if, in the meantime, you loose the Continuous Status as a Beneficiary. This prohibition of
sale will be mentioned in your shareholder’s account. However, this restriction will not be applicable in case of death or Incapacity. In addition, this restriction will not be applicable in case of Dismissal or Retirement, if the Options have
been exercised at least three months before the Date of Dismissal or Retirement. 







 It is as a consequence, hereby, given mandate to the authorized financial intermediary holding the
individual shareholders’ accounts of the Company not to register any assignment or transfer of Shares resulting from the exercise of Options occurring prior to the expiration of the above-mentioned period of four ( 4 ) years. 

Where the exercise of an Option, as described under Article 9.(a) of the Plan, would lead the Company to be liable for any payment, whether due to fees, taxes
or to charges of any nature whatsoever, in place of the Optionee, such Option shall be deemed duly exercised when the full payment for the Shares with respect to which the Option is exercised is executed by the Optionee and the Optionee provides the
Company with either the receipt stating the payment by the Optionnee of any such fee, tax or charge, as above described that would otherwise be paid by the Company upon exercise of the Option, in place of the Optionee or, the full payment, under the
same conditions, of any amount due upon the exercise of the Option to be borne by the Company. 
 In the event that you infringe one of the above
mentioned commitments, you shall be liable for any consequences resulting from such infringement for the Company and undertake to indemnify the Company in respect of all amounts payable by the Company in connection with such infringement.

 IT IS HEREBY SPECIFIED THAT THE ABOVE FOUR PARAGRAPHS SHALL NOT APPLY TO YOU AS LONG AS YOU DO NOT BECOME A FRENCH TAX RESIDENT.

 Validity of the Options: 
 The Options will
be valid as from the Date of Grant. 
 Vesting Schedule: 

[Unless otherwise determined or adapted by the Board, the Options may be exercised by the Beneficiary on the basis of the following initial vesting schedule
subject to the condition precedent that the Optionee shall have previously returned to the Company the documents referred to under section 1.2. of Part II of the Stock Option Grant Agreement duly initialed and signed: 

 

	•	 	One-fourth of the Options as from the first anniversary of the Date of Grant, 

  

	•	 	then, 1/16th at the expiration of each quarter following the first anniversary of the Date of Grant during thirty-six (36) months thereafter, and 


 

	•	 	at the latest within ten (10) years as from the Date of Grant or in case of death or Disability of the Optionee during such then (10) year period, six (6) months as from the death or Disability of the
Optionee. 

 The number of Options that could be exercised pursuant to the above vesting schedule will always be rounded down to the nearest
full number. 
 If the Beneficiary fails to exercise the Options in whole or in part within the said period of ten (10) years (as may be extended to
six (6) months from the death or Disability of the Optionee, the Options will lapse automatically.] 
 Termination Period: 

Unless otherwise decided by the Board, the Options may be exercised for one (1) month after termination of the Optionee’s Continuous Status as a
Beneficiary, to the extent the Options are exercisable at the time of termination. 
 Unless otherwise decided by the Board, upon the death or Disability of
the Optionee, the Options may be exercised during a period of six (6) months as provided in the Plan. 

  
 - 2 - 








 Save as provided in the Plan, in no event shall the Options be exercised later than the Term/Expiration Date as
provided above. Should the Options expire or become unexercisable for any reason without having been exercised in full, the unsubscribed Shares which were subject thereto shall, unless the Plan shall have been terminated, become available for future
grant under the Plan. 
 By his signature and the signature of the Company’s representative below, the Optionee and the Company agree that the Options
are granted under and governed by the terms and conditions of the Plan and this Option Agreement. The Optionee has reviewed the Plan and this Option Agreement in their entirely, has had the opportunity to obtain the advice of counsel prior to
executing this Option Agreement and fully understands all provisions of the Plan and Option Agreement. The Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions
relating to the Plan and Option Agreement. The Optionee further agrees to notify the Company upon any change in the residence address indicated below. 

  
 - 3 - 








 CRITEO 

STOCK OPTION GRANT AGREEMENT 

Part II 
 TERMS AND
CONDITIONS 
 1. Grant of Options. 

1.1. The Administrator of the Company hereby grants to the Optionee named in the Notice of Grant attached as Part I of this Agreement (the
“Optionee”), [            ] options (the “Options”) to subscribe the number of ordinary Shares, as set forth in the Notice of Grant, at the exercise price per Share set
forth in the Notice of Grant (the “Exercise Price”), subject to the terms and conditions of the Plan, which is incorporated herein by reference. 

In the event of a conflict between the terms and conditions of the Plan and the terms and conditions of this Option Agreement, the terms and conditions of the
Plan shall prevail. 
 If designated in the Notice of Grant as an Incentive Stock Option, this Option is intended to qualify as an Incentive Stock
Option under Section 422 of the Code although the Company makes no representation as to the tax status of the Option. However, if this Option is intended to be an Incentive Stock Option, to the extent that it exceeds the U.S.$
100,000 rule of Code Section 422(d) the excess shall be treated as a Non-Statutory Stock Option 
 1.2. An Option will be valid as from
the Date of Grant. 
 1.3. In the event of any tax liability arising on account of the Grant of the Options, the liability to pay such taxes
shall be that of the Beneficiary alone. The Beneficiary shall enter into such agreements of indemnity and execute any and all documents as the Company may specify for this purpose, if so required at the time of the Grant and at any other time at the
discretion of the Company, on such terms and conditions as the Company may think fit, for recovery of the tax due, from the Beneficiary. 

2. Exercise of Options 
 (a) Right to
Exercise. An Option is exercisable during its term in accordance with the Vesting Schedule set out in the Notice of Grant and the applicable provisions of the Plan and this Option Agreement, subject to the condition precedent that the Optionee
shall have previously returned to the Company: 
  

	•	 	Part I and Part II of the Stock Option Grant Agreement, and 

  

	•	 	a contractual undertaking in the form attached as Exhibit A hereto or such subsequent version thereof (if any) as shall be notified by the Company to the Optionee before exercise of the relevant Option,


 each duly initialed (all pages but for the signature page) and signed (signature page). 

In the event of Optionee’s death, Disability or other termination of Optionee’s Continuous Status as a Beneficiary, the exercisability of an Option
is governed by the applicable provisions of the Plan and this Option Agreement. 
 (b) Method of Exercise. An Option is exercisable by delivery of an
exercise notice, in the form attached as Exhibit B hereto (the “Exercise Notice”), comprising a share subscription form (bulletin de souscription) which shall state the election to exercise the Option, the number of Shares in
respect of which the Option is being exercised (the “Exercised Shares”), and such other representations and agreements as may be required by the Company pursuant to the provisions of the Plan. The Exercise Notice shall be signed by the
Optionee and shall be delivered in person or by certified mail to the Company or its designated representative or by facsimile message to be immediately confirmed by certified mail to the Company. The Exercise Notice shall be accompanied by payment
of the aggregate Exercise Price as to all Exercised Shares. An Option shall be deemed to be exercised upon receipt by the Company of such fully executed Exercise Notice accompanied by the proof of payment of such aggregate Exercise Price. 

  
 - 4 - 








 No Share shall be issued pursuant to the exercise of an Option unless such issuance and exercise complies with
all relevant provisions of law as set out under Section 14(a) of the Plan. 
 Upon exercise of an Option, the Shares issued to the Optionee shall be
assimilated with all other Shares of the Company and shall be entitled to dividends for the fiscal year in course during which the Option is exercised. 

3. Method of Payment. Payment of the aggregate Exercise Price shall be by any of the following, or a combination
thereof, at the election of the Optionee: 
  

	 	(1)	wire transfer with the execution of the corresponding exchange contract; 

  

	 	(2)	check; or 

  

	 	(3)	any combination of the foregoing methods of payment. 

 Where the exercise of an Option would lead the
Company to be liable for any payment, whether due to fees, taxes or to charges of any nature whatsoever, in place of the Optionee, such Option shall be deemed duly exercised when (a) the full payment for the Shares with respect to which the
Option is exercised is executed by the Optionee and (b) the Optionee provides the Company with either (i) the receipt stating the payment by the Optionee of any such fee, tax or charge, as above described that would otherwise be paid by
the Company upon exercise of the Option, in place of the Optionee or, (ii) the full payment, under the same conditions, of any amount due upon the exercise of the Option to be borne by the Company. 

The Company and its Affiliated Companies may not be held responsible in any way if the Beneficiary for any reason not attributable to the Company or its
Affiliated Companies was not able to exercise the Option or purchase the Shares. The payment for the purchase of the shares shall be made by the Optionee under his/her own responsibility according to these Terms and Conditions. 

4. Non-Transferability of Option. An Option may not be transferred in any manner otherwise than by will or by the laws of descent or
distribution and may be exercised during the lifetime of the Optionee only by the Optionee. The terms of the Plan and this Option Agreement shall be binding upon the executors, administrators, heirs, successors and assigns of the Optionee. 

5. Term of Options. Subject as provided in the Plan, an Option may be exercised only within the term set out in the Notice of Grant,
and may be exercised during such term only in accordance with the Plan and the terms of this Option Agreement. 
 6.
Prohibition to sell. However unless provided otherwise in part I of this Agreement, as an exception to the above, the Shares issued to a Beneficiary who is, at the Date of Grant of the Options, president of the board of directors, general
manager, deputy general manager, president or member of the management board or employee of the Company or of an Affiliated Company having its registered office in France shall be held in the nominative form and shall not be sold prior to the
earliest of four years from the Date of Grant of the Options without exceeding three years from the date of exercise of the Options, even if, in the meantime, the Beneficiary looses the Continuous Status as a Beneficiary. This prohibition of sale
will be mentioned in the relevant shareholder’s account of the Company. However, this restriction will not be applicable in case of death or Incapacity of the Beneficiary. In addition, this restriction will not be applicable in case of
Dismissal or Retirement of the Beneficiary, if the Options have been exercised at least three months before the Date of Dismissal or Retirement. 

  
 - 5 - 








 It is as a consequence, hereby, given mandate to the authorized financial intermediary holding the
individual shareholders’ accounts of the Company not to register any assignment or transfer of Shares resulting from the exercise of Options occurring prior to the expiration of the above-mentioned period of four ( 4 ) years. 

In the event that a Beneficiary infringes one of the above mentioned commitments, such Beneficiary shall be liable for any consequences resulting from
such infringement for the Company and undertakes to indemnify the Company in respect of all amounts payable by the Company in connection with such infringement. 

The above three paragraphs shall not apply to you as long as you do not become a French tax resident. 

7. Entire Agreement; Governing Law. The Plan is incorporated herein by reference. The Plan and this Option Agreement constitute the
entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Optionee with respect to the subject matter hereof, and may not be modified adversely
to the Optionee’s interest except by means of a writing signed by the Company and Optionee. This agreement is governed by the laws of the Republic of France. 

Any claim or dispute arising under the Plan or this Agreement shall be subject to the exclusive jurisdiction of the court competent for the
place of the registered office of the Company. 
 8. Tax Obligations. Regardless of any action the Company or Optionee’s
employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“Tax-Related Items”), Optionee acknowledges that the ultimate liability for all Tax-Related
Items legally due by Optionee is and remains Optionee’s responsibility and that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of
the Option grant, including the grant, vesting or exercise of the Option, the subsequent sale of shares of common stock acquired pursuant to such exercise and the receipt of any dividends; and (2) do not commit to structure the terms of the
grant or any aspect of the Option to reduce or eliminate Optionee’s liability for Tax-Related Items. 
 Prior to exercise of the
Option, Optionee will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all withholding obligations of the Company and/or the Employer, if any. In this regard, Optionee authorizes the Company and/or the
Employer to withhold all applicable Tax-Related Items legally payable by Optionee from Optionee’s compensation paid to Optionee by the Company and/or Employer or from proceeds of the sale of Shares. Alternatively, or in addition, if permissible
under local law, the Company may sell or arrange for the sale of Shares that Optionee acquires to meet the withholding obligation for Tax-Related Items. Finally, Optionee will pay to the Company or the Employer any amount of Tax-Related Items that
the Company or the Employer may be required to withhold as a result of Optionee’s participation in the Plan or Optionee’s purchase of Shares that cannot be satisfied by the means previously described. The Company may refuse to honor the
exercise and refuse to deliver the Shares issuable upon exercise of the Options if Optionee fails to comply with Optionee’s obligations in connection with the Tax-Related Items as described in this section. 

9. Nature of Grant. In accepting the grant, Optionee acknowledges that: 

(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or
terminated by the Company at any time, unless otherwise provided in the Plan and this Agreement; 
 (b) the grant of the Option is
voluntary and occasional and does not create any contractual or other right to receive future grants of options, or benefits in lieu of options, even if options have been granted repeatedly in the past; 

(c) all decisions with respect to future option grants, if any, will be at the sole discretion of the Company; 

  
 - 6 - 








 (d) Optionee’s participation in the Plan shall not create a right to further employment
with the employer and shall not interfere with the ability of the Employer to terminate Optionee’s employment relationship at any time with or without cause; 

(e) Optionee is voluntarily participating in the Plan; 

(f) the Option is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company
or the Employer, and which is outside the scope of Optionee’s employment contract, if any; 
 (g) the Option is not part of
normal or expected compensation or salary for any purpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long service awards, pension or retirement benefits or
similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employer; 

(h) the Option grant will not be interpreted to form an employment contract with the Company, the Employer or any subsidiary or affiliate
of the Company; 
 (i) the future value of the underlying Shares is unknown and cannot be predicted with certainty; 

(j) if the underlying Shares do not increase in value, the Option will have no value; 

(k) if Optionee exercises Optionee’s Option and obtains Shares, the value of those Shares acquired upon exercise may increase or
decrease in value, even below the exercise price; 
 (l) in consideration of the grant of the Option, no claim or entitlement to
compensation or damages shall arise from termination of the Option or diminution in value of the Option or Shares purchased through exercise of the Option resulting from termination of Optionee’s employment the Company or the Employer (for any
reason whatsoever) and Optionee irrevocably releases the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing
this Agreement, Optionee shall be deemed irrevocably to have waived Optionee’s entitlement to pursue such claim; and 
 (m) in
the event of termination of Optionee’s employment, Optionee’s right to receive the Option and vest in the Option under the Plan, if any, will terminate effective as of the date that Optionee receives notice of termination regardless of
when such termination is effective; furthermore, in the event of termination of employment, Optionee’s right to exercise the Option after termination of employment, if any, will be measured by the date on which the Optionee receives notice of
termination; the Company shall have the exclusive discretion to determine when Optionee is no longer actively employed for purposes of Optionee’s Option grant. In addition, any period of notice or compensation in lieu of such notice, that is
given or ought to have been given under any contract, statute, common law or civil law shall be excluded. 
 10. Data Privacy.
Optionee hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of Optionee’s personal data as described in this document by and among, as applicable, the Employer, the Company and its
subsidiaries and affiliates for the exclusive purpose of implementing, administering and managing Optionee’s participation in the Plan. 

Optionee understands that the Company and the Employer may hold certain personal information about Optionee, including, but not limited
to, Optionee’s name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company, details of all options or
any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in Optionee’s favor, for the exclusive purpose of implementing, administering and managing the Plan (“Data”). 

  
 - 7 - 








 Optionee understands that the recipients of the Data may be located in the United States or
elsewhere, and that the recipients’ country (e.g., the United States) may have different data privacy laws and protections than Optionee’s country. Optionee understands that Optionee may request a list with the names and addresses of any
potential recipients of the Data by contacting Optionee’s local human resources representative. Optionee authorizes the Company and any other possible recipients which may assist the Company (presently or in the future) with implementing,
administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing Optionee’s participation in the Plan. Optionee understands
that Data will be held only as long as is necessary to implement, administer and manage Optionee’s participation in the Plan. Optionee understands that Optionee may, at any time, view the Data, request additional information about the storage
processing of the Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing Optionee’s local human resources representative. Optionee understands, however, that
refusing or withdrawing Optionee’s consent may affect Optionee’s ability to participate in the Plan. For more information on the consequences of Optionee’s refusal to consent or withdrawal of consent, Optionee understands that
Optionee may contact Optionee’s local human resources representative. 
 11. Electronic Delivery. The Company may, in
its sole discretion, decide to deliver any documents related to the Option and participation in the Plan or future options that may be granted under the Plan by electronic means or to request Optionee’s consent to participate in the Plan by
electronic means. Optionee hereby consents to receive such documents by electronic delivery and, if requested, to agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third
party designated by the Company. 
 12. Severability. The provisions of this Agreement are severable and if any one or more
provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable. 
  

							
	OPTIONEE:	 		 	CRITEO
				
	  
	 		 	By:	 	  

	Signature	 		 		 	
				
	  
	 		 	Title:	 	  

	Print Name	 		 		 	
				
	  
	 		 		 	
	Residence Address	 		 		 	
				
	  
	 		 		 	


  
 - 8 - 








 EXHIBIT B 

CRITEO 

Société Anonyme having a share capital of EUR. [            ]

 Registered office: [            ] 

484 786 249 R.C.S. [            ] 

2012 STOCK OPTION PLAN 

EXERCISE NOTICE 
 (Share
subscription form) 
 CRITEO 

[            ] 

[            ] 

					
	France	  		  	[            ], [        ]
			
	Attention: [                    ]	  		  	

 1. Exercise of Options. Effective as of today,
            ,         , the undersigned (“Optionee”) hereby elects to subscribe
                     (            ) ordinary shares (the “Shares”) of the
common stock (actions ordinaire) of CRITEO (the “Company”) under and pursuant to the Company’s 2012 Stock Option Plan (the “Plan”) adopted by the board on
[                    ] and the Stock Option Agreement dated             ,
         (the “Option Agreement”). The subscription price for the Shares shall be EUR.             , as required by the Option Agreement.

 2. Delivery of Payment. Optionee herewith delivers to the Company the full subscription price for the Shares. 

3. Representations of Optionee. The Optionee acknowledges that Optionee has received, read and understood the Plan and the Option Agreement and agrees
to abide by and be bound by their terms and conditions, in particular the Optionee agrees to abide and be bound by the obligation to hold and the prohibition to sell the Shares provided for in articles 9.(a) of the Plan and 6 of the Option
Agreement as well as by the obligation to indemnify which stems from it (to the extent applicable). 
 4. Rights as Shareholder. Until the
issuance (as evidenced by the appropriate entry on the books of the Company) of the Shares, the Optionee shall have, as an Optionee, no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the Optioned
Stock, except those the Optionee may have as a shareholder of the Company. No adjustment will be made for rights in respect of which the record date is prior to the issuance date for the Shares, except as provided in Section 11 of the Plan.

 5. Tax consultation. The Optionee understands that Optionee may suffer adverse tax consequences as a result of Optionee’s subscription or
disposition of the Shares. Optionee represents that Optionee has consulted with any tax consultants Optionee deems advisable in connection with the subscription or disposition of the Shares. The Optionee is not relying on the Company for any tax
advice. 
 6. Entire Agreement; Governing Law. The Plan and Option Agreement are incorporated herein by reference. This Exercise Notice, the Plan and
the Option Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Optionee with respect to the subject matter
hereof, and may not be modified adversely to the Optionee’s interest except by means of a writing signed by the Company and Optionee. This agreement is governed by the laws of the Republic of France. 







 * 

*      * 

This Exercise notice is delivered in two originals one of which shall be returned to the Optionee. 

 

							
	Submitted by:	 		 	Accepted by:
	OPTIONEE	 		 	CRITEO
			
	  
	 		 	  

	Signature	 		 	Signature
				
	  
	 		 	Its:	 	  

	Print Name	 		 		 	
				
	Address:	 		 		 	
				
	  
	 		 		 	








 CRITEO 

2013 STOCK OPTION PLAN 







 SUMMARY 
  

					
	 	  	Page	 
	 1. Purposes of the Plan
	  	 	1	  
		
	 2. Definitions
	  	 	1	  
		
	 3. Shares subject to the Plan
	  	 	4	  
		
	 4. Administration of the Plan
	  	 	5	  
		
	 (a) procedure
	  			
	 (b) powers of the Administrator
	  			
	 (c) effect of Administrator’s decision
	  			
		
	 5. Limitations
	  	 	6	  
		
	 6. Term of the Plan
	  	 	6	  
		
	 7. Term of the Options
	  	 	6	  
		
	 8. Options exercise price and consideration
	  	 	7	  
		
	 (a) subscription or purchase price
	  			
	 (b) waiting period and exercise dates
	  			
	 (c) form of consideration
	  			
		
	 9. Exercise of Options
	  	 	7	  
		
	 (a) procedure for exercise; rights of the shareholders
	  			
	 (b) termination of the Optionee’s Continuous Status as Beneficiary
	  			
	 (c) disability of Optionee
	  			
	 (d) death of Optionee
	  			









					
	 	  	Page	 
		
	 10. Non-transferability of Options
	  	 	9	  
		
	 11. Adjustments upon changes
	  	 	9	  
		
	 (a) changes in capitalization of the Company
	  			
	 (b) dissolution or liquidation of the Company
	  			
	 (c) Change in Control
	  			
		
	 12. Date of grant
	  	 	10	  
		
	 13. Amendment and termination of the Plan
	  	 	11	  
		
	 (a) amendment and termination
	  			
	 (b) shareholders’s approval
	  			
	 (c) effect of amendment or termination
	  			
		
	 14. Conditions upon issuance of shares
	  	 	11	  
		
	 (a) legal compliance
	  			
	 (b) investment representations
	  			
		
	 15. Liability of the Company
	  	 	11	  
		
	 16. Shareholder’s approval
	  	 	12	  
		
	 17. Law, jurisdiction
	  	 	12	  
		
	 Exhibit A – Stock Option Grant Agreement
	  			
		
	 Part I – Notice of stock option grant
	  			
	 Part II – Terms and conditions
	  			
		
	 Exhibit B – Form of contractual undertaking3
	  			

  

	3	The contracted undertaking by its terms terminated upon an IPO and is no longer required. 








 CRITEO 

2013 STOCK OPTION PLAN 
  

	1.	PURPOSES OF THE PLAN 


Pursuant to decisions dated July 10, 2013 as approved by the extraordinary shareholders’ general meeting of August 2, 2013, the board of
directors decided, in compliance with the provisions of articles L. 225-177 et. seq. of the French Commercial Code, to adopt the 2013 stock option plan of CRITEO, the terms and conditions of which are set out below. 

The purposes of the Plan are: 
  

	 	•	 	to attract and retain the best available personnel for positions of substantial responsibility; 

  

	 	•	 	to provide additional incentive to Beneficiaries; and 

  

	 	•	 	to promote the success of the Company’s business. 

 Options granted under the Plan to U.S. Beneficiaries
are intended to be Incentive Stock Options or Non-Statutory Stock Options, as determined by the Administrator at the time of grant of an Option, and shall comply in all respects with Applicable Laws in order that they may benefit from available tax
advantages. 
  

	2.	DEFINITIONS. 

  

	(a)	“Administrator” means the board of the Company which shall administer the Plan in accordance with Section 4 of the Plan. 


 

	(b)	“Affiliated Company” means a company which conforms with the criteria set forth in article L. 225-180 of the Law as follows: 


 

	 	•	 	companies of which at least ten per cent (10%) of the share capital or voting rights is held directly or indirectly by the Company; 


 

	 	•	 	companies which own directly or indirectly at least ten per cent (10%) of the share capital or voting rights of the Company; and 


 

	 	•	 	companies of which at least fifty per cent (50%) of the share capital or voting rights is held directly or indirectly by a company which owns directly or indirectly at least fifty percent (50%) of the share
capital or voting rights of the Company, 

  

	(c)	“Applicable Laws” means for the US the legal requirements relating to the administration of stock option plans under state corporate and securities laws and the Code in force in the United States of
America. 

  

	(d)	“Beneficiary” means the president of the board of directors (président du conseil d’administration), the general manager (directeur général) and the deputy
general managers (directeurs généraux délégués) or, as the case may be, the president and the members of the management board (président et membres du directoire) of the Company as well as any
individual employed by the Company or by any Affiliated Company under the terms and conditions of an employment contract, it being specified that a term of office of director of the Company or director of an Affiliated Company (remunerated or not)
shall not be deemed to constitute an employment relationship. 

  

	(e)	“Board” means the board of directors of the Company. 









	(f)	“Change in Control” means (i) a merger (fusion) of the Company with or into another corporation, other than to another corporation, entity or person in which the holders of at least a majority of
the voting rights and share capital of the Company outstanding immediately prior to such transaction continue to hold (either by such shares remaining outstanding in the continuing entity or by being converted into shares of voting rights and share
capital of the surviving entity) a majority of the total voting rights and share capital of the Company (or the surviving entity) outstanding immediately after such transaction (an “Excluded Entity”), or (ii) the sale (vente) or other
form of transfer by one or several shareholders of the Company to any person or group of persons of a number of Shares such that the transferee(s) shall own a majority of the voting rights and share capital of the Company, or (iii) the sale,
lease or other disposition, in a single transaction or in a series of related transactions, of all or substantially all of the assets of the Company other than to (1) a corporation or other entity of which at least a majority of its combined
voting rights and share capital is owned directly or indirectly by the Company or (2) an Excluded Entity. 

  

	(g)	“Code” means the United States Internal Revenue Code of 1986, as amended. 

  

	(h)	“Company” means CRITEO, a corporation organized under the laws of the Republic of France. 

  

	(i)	“Continuous Status as a Beneficiary” means as regards the president of the board of directors, the general manager, the deputy general manager(s) or, as the case may be, the president and the members of
the management board that the term of their office has not been terminated and, as regards an employee that the employment relationship between the Beneficiary and the Company or any Affiliated Company is not terminated. Continuous Status as a
Beneficiary shall not be considered terminated in the case of (i) any leave of absence having received a prior approval from the Company or requiring no prior approval under U.S. laws, or (ii) transfers between locations of the Company or
between the Company or any Affiliated Company or the contrary or also from an Affiliated Company to another Affiliated Company. Leaves of absence which must receive a prior approval from the Company for the non-termination of the Continuous Status
as a Beneficiary shall include leaves of more than three (3) months for illnesses or conditions about which the employee has advance knowledge, military leave, or any other personal leave. For purposes of U.S. Beneficiaries and Incentive Stock
Options, no such leave may exceed ninety (90) days, unless reemployment upon expiration of such leave is guaranteed by statute contract or Company policies. If reemployment upon expiration of a leave of absence approved by the Company is not so
guaranteed, on the 91st day of such leave any Incentive Stock Option held by a U.S. Beneficiary shall cease to be treated as an Incentive Stock Option and shall be treated for U.S. tax purposes as a Non-Statutory Stock Option. 


 

	(j)	“Date of Grant” means the date of the decision of the Board to grant the Options. 

  

	(k)	“Disability” means a disability declared further to a medical examination provided for in article L. 4624-21 of the French Labour Code or pursuant to any similar provision applicable to a foreign
Affiliated Company. 

  

	(l)	“Exchange Act” means the United States Securities Exchange Act of 1934, as amended. 

  

	(m)	“Fair Market Value” means the value for one Share as determined in good faith by the Administrator, according to the following provisions, as provided in the Shareholder Authorization:


 (i) as long as the Shares will not be listed on a regulated market or on any stock exchange market, the subscription or
purchase price will be determined in accordance with the provision of article L. 225-177 of the French commercial Code and will be at least equal to the price per share retained at the time of the last operation affecting the share capital of
the Company, unless otherwise decided by the Board by a well-founded decision; 

  
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 (ii) from the date on which the Company’s Shares (or the ADR representing them) shall be
listed on the National Association of Securities Dealers Inc. Automated Quotation (“NASDAQ”) System or on the New York Stock Exchange in the United States of America, or on a regulated market or on any stock exchange market, the Board may
determine the subscription or purchase price of a share by reference to the closing sales price of one share on such regulated market for the day prior to the day of the decision of the Board to grant the Options. However, the purchase or
subscription price shall in no case be less than ninety five per cent (95%) of the average of the closing sales price for a share as quoted on said stock exchange market during the twenty market trading days prior to the day of the Board’s
decision to grant the Options, 
 (iii) for US Beneficaries, the subscription or purchase price shall not be less than the fair market value
of the Shares on the Date of Grant, determined as follows (a) if the Shares are listed or quoted for trading on an exchange, the value will be deemed to be the closing or last offer price, as applicable, of the Shares on the principal exchange
upon which such securities are traded or quoted on such date, provided, if such date is not a trading day, on the last market trading day prior to such date; and (b) if the Shares are not listed or quoted for trading on an exchange, the fair
market value of the Shares as determined by the Board, consistent with the requirements of Sections 422 with respect to Incentive Stock Options, and 409A of the Code with respect to Options not intended to be Incentive Stock Options, 

it being specified that, when an Option entitles the holder to purchase shares previously repurchased by the Company, the exercise price,
notwithstanding the above provisions and in accordance with applicable law, may not be less than 80% of the average purchase price paid by the Company for all shares so previously repurchased. 

This price settled for the subscription or purchase of Shares shall not be modified during the period in which the Option may be exercised.
However, if the Company makes one of the operations mentioned in article L. 225-181 of the French Commercial Code, it must take all necessary measures to protect Optionee’s interests in the conditions provided for by article L 228-99 of the
French Commercial Code. In case of issuance of securities granting the common stock access, as well as in case of Company’s merger or scission, the Board may decide, for a limited period of time, to suspend the exercisability of the Options.

  

	(n)	“Incentive Stock Option” means an Option intended to qualify as an incentive stock option within the meaning of Section 422 of the Code and the regulations promulgated thereunder.


  

	(o)	“Law” means the French Commercial Code. 

  

	(p)	“Non-Statutory Stock Option” means an Option which does not qualify as an Incentive Stock Option. 

  

	(q)	“Notice of Grant” means a written notice evidencing the main terms and conditions of an individual Option grant. The Notice of Grant is part of the Option Agreement. 


 

	(r)	“Option” means an option to purchase or subscribe Shares granted pursuant to the Plan. 

  

	(s)	“Optionee” means a Beneficiary who holds at least one outstanding Option. 

  

	(t)	“Option Agreement” means a written agreement entered into between the Company and an Optionee evidencing the terms and conditions of an individual Option grant. The Option Agreement is subject to the
terms and conditions of the Plan. 

  

	(u)	“Option Exchange Program” means a program whereby outstanding Options are surrendered in exchange for Options with different exercise conditions. 


  
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	(v)	“Parent” means a “parent corporation”, whether now or hereafter existing, as defined in Section 424(e) of the Code. 


 

	(w)	“Plan” means the 2013 Stock Option Plan as approved by the Board on July 10, 2013. 

  

	(x)	“Share” means a share of common stock (action ordinaire) of the Company 

  

	(y)	“Shareholders Authorization” means the authorization given by the shareholders of the Company in the extraordinary general meeting held on August 2, 2013 as increased or amended from time to time
by a further general meeting of the shareholders permitting the Board to grant Stock Options. 

  

	(z)	“Share Capital” means the issued and paid up capital of the Company. 

  

	(aa)	“Subsidiary” means a “subsidiary corporation”, whether now or hereafter existing, as defined in Section 424(f) of the Code. 


 

	(bb)	“U.S. Beneficiary” means a Beneficiary of the Company or an Affiliated Company residing in the United States or otherwise subject to United States’ laws, regulations or taxation. 


 

	3.	SHARES SUBJECT TO THE PLAN 


Subject to the provisions of Section 11 of the Plan and pursuant to the Shareholder Authorization, the maximum aggregate number of Shares which may be
optioned and issued under the Plan is equal to 6,627,237. For “Incentive Stock Options”, the maximum number of Shares which may be optioned and issued is equal to 6,627,237. The Shares optioned and issued under the Plan may be newly issued
Shares, treasury Shares or Shares purchased on the open market. 
 Should the Option expire or become unexercisable for any reason without having been
exercised in full, the unsubscribed Shares which were subject thereto shall, unless the Plan shall have been terminated, become available again for future grant under the Plan. 

  
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	4.	ADMINISTRATION OF THE PLAN 

  

	 	(a)	Procedure 

 The Plan shall be administered by the Administrator. 

 

	 	(b)	Powers of the Administrator. 

 Subject to the provisions of the Law, the Shareholders Authorization, the
Plan, and the Applicable Laws, the Administrator shall have the authority, in its discretion: 
  

	 	(i)	to determine the Fair Market Value of the Shares, in accordance with Section 2(m) of the Plan; 

  

	 	(ii)	to determine the Beneficiaries to whom Options may be granted hereunder; 

  

	 	(iii)	to select the Beneficiaries and determine whether and to what extent Options are granted hereunder; 

  

	 	(iv)	to approve or amend forms of agreement for use under the Plan; 

  

	 	(v)	to determine the terms and conditions of any Options granted hereunder. Such terms and conditions include, but are not limited to, the exercise price, the time or times when Options may be exercised (which may be
based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation regarding any Option or the Shares relating thereto, based in each case on such factors as the Administrator, in its
sole discretion, shall determine with the exception of the exercise price; it being specified that the Administrator’s discretion remains subject to the rules and limitations set forth in this Plan and in the Law; 


 

	 	(vi)	to construe and interpret the terms of the Plan and Options granted pursuant to the Plan; 

  

	 	(vii)	to prescribe, amend and rescind rules and regulations relating to the Plan, including rules and regulations relating to sub-plans established for the purpose of qualifying for preferred tax treatment under
foreign tax laws; 

  

	 	(viii)	to modify or amend each Option (subject to the provisions of Section 13(c) of the Plan), including the discretionary authority to extend the post-termination exercise period of Options after the termination
of the employment agreement or the end of the term of office, longer than is otherwise provided for in the Plan; 

  

	 	(ix)	to authorize any person to execute on behalf of the Company any instrument required to effect the grant of an Option previously granted by the Administrator; 


 

	 	(x)	to implement an Option Exchange Program; 

  

	 	(xi)	to determine the terms and restrictions applicable to Options; and 

  

	 	(xii)	to make all other determinations deemed necessary or appropriate for administering the Plan. 


  
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	 	(c)	Effect of Administrator’s Decision. 

 The Administrator’s decisions, determinations and
interpretations shall be final and binding on all Optionees. 
  

	5.	LIMITATIONS 

 (a) In the case of U.S.
Beneficiaries, each Option shall be designated in the Notice of Grant either as an “Incentive Stock Option” or as a “Non-Statutory Stock Option”. Incentive Stock Options may only be granted to Beneficiaries of the
Company or a Subsidiary who meet the definition of “employees” under Section 3401(c) of the Code. 
 Nevertheless, the aggregate Fair Market
Value of the Shares covered by Incentive Stock Options granted under the Plan or any other stock option program of the Company (or any Parent or subsidiary of the Company) that become exercisable for the first time in any calendar year shall not
exceed U.S. $100,000: to the extent the aggregate Fair Market Value of such Shares exceeds U.S. $100,000, the Options covering those Shares the Fair Market Values of which causes the aggregate Fair Market Value of all such Shares to be in excess of
U.S. $100,000 shall be treated as Non-Statutory Options. Incentive Stock Options shall be taken into account in the order in which they were granted, and the aggregate Fair Market Value of the Shares shall be determined as of the Date of the Grant.

 (b) The Options are governed by articles L. 225-177 and following of the Law. They are not part of the employment agreement or of the office which
has allowed the Optionee to be granted the Option. Neither do they constitute an element of the Optionee’s remuneration. 
 Neither the Plan nor any
Option shall confer upon an Optionee any right with respect to continuing the Optionee’s employment or his term of office with the Company or any Affiliated Company, nor shall they interfere in any way with the Optionee’s right or the
Company’s or Affiliated Company’s right, as the case may be, to terminate such employment or such term of office at any time, with or without cause. 

(c) Other than as expressly provided hereunder, no member of the board of directors of the Company or of the supervisory board (in the event of change
of management formula of the Company) or of an equivalent management body of an Affiliated Company shall be as such eligible to receive Options under the Plan. 
  

	6.	TERM OF PLAN 

 Subject to the approval
of the shareholders of the Company in accordance with Section 16 of the Plan, the Plan shall be effective and Options may be granted as of August 2, 2013. The Plan has been adopted by the Board on July 10, 2013. Options may be granted
hereunder until October 2, 2016. It shall continue in effect until the date of termination of the last Option in force, unless terminated earlier under Section 13 of the Plan. 

 

	7.	TERM OF OPTIONS 

 The
term of each Option shall be stated in the Notice of Grant as ten (10) years from the Date of Grant, in accordance with the Shareholders Authorization or, in case of death or Disability of the Optionee during such 10-year period, six
(6) months from the death or Disability of the Optionee in accordance with French law. 

  
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	8.	OPTIONS EXERCISE PRICE AND CONSIDERATION 


 

	 	(a)	Subscription or purchase Price 

 The per Share subscription or purchase price for the Shares to be
issued or sold pursuant to exercise of an Option shall be determined by the Administrator on the basis of the Fair Market Value. 
 (i) In
the case of an “Incentive Stock Option” granted to a U.S. Beneficiary who, at the time the Incentive Stock Option is granted, owns stock representing more than ten percent (10%) of the voting rights of all classes of stock of the
Company or any Parent or Subsidiary of the Company and, to the extent such Beneficiary is permitted by the Law to receive Option grants, the per Share subscription or purchase price shall be no less than 110% of the Fair Market Value per Share on
the Date of Grant as defined in Section 2(m)(iii); 
 (ii) In the case of a “Non-Statutory Stock Option” or “Incentive
Stock Option”, not covered by Section 8(a) above, granted to any U.S. Beneficiary, the per Share subscription or purchase price shall be no less than 100% of the Fair Market Value per Share on the Date of Grant as defined in
Section 2(m)(iii). 
  

	 	(b)	Waiting Period and Exercise Dates 

 At the time an Option is granted, the Administrator shall fix the
period within which the Option may be exercised and shall determine any conditions which must be satisfied before the Option may be exercised. In so doing, the Administrator may specify that an Option may not be exercised until the completion of a
service period in the Company or an Affiliated Company. 
  

	 	(c)	Form of Consideration 

 The consideration to be paid for the Shares to be issued or purchased upon
exercise of Options, including the method of payment, shall be determined by the Administrator. Such consideration shall consist entirely of an amount in Euro corresponding to the exercise price which shall be paid by wire transfer. 

Where the exercise of an Option would lead the Company to be liable for any payment, whether due to fees, taxes or to charges of any nature whatsoever, in
place of the Optionee, such Option shall be deemed duly exercised when the full payment for the Shares with respect to which the Option is exercised is executed by the Optionee and the Optionee provides the Company with either the receipt stating
the payment by the Optionee of any such fee, tax or charge, as above described that would otherwise be paid by the Company upon exercise of the Option, in place of the Optionee or, the full payment, under the same conditions, of any amount due upon
the exercise of the Option to be borne by the Company. 
  

	9.	EXERCISE OF OPTIONS 

  

	 	(a)	Procedure for Exercise; Rights as a Shareholder 

 Any Option granted hereunder shall be exercisable
according to the terms of the Plan and at such times and under such conditions as determined by the Administrator and set forth in the Option Agreement. 

An Option may not be exercised for a fraction of a Share. 

  
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 An Option shall be deemed exercised when the Company receives: (i) written notice of exercise (in accordance
with the provisions of the Option Agreement) together with a share subscription or purchase form (bulletin de souscription ou d’achat) duly executed by the person entitled to exercise the Option, and (ii) full payment for the Shares
with respect to which the Option is exercised. Full payment may consist of any consideration and method of payment authorized by the Administrator and permitted by the Option Agreement and the Plan. 

Where the exercise of an Option would lead the Company to be liable for any payment, whether due to fees, taxes or to charges of any nature whatsoever,
in place of the Optionee, such Option shall be deemed duly exercised when the full payment for the Shares with respect to which the Option is exercised is executed by the Optionee and the Optionee provides the Company with either the receipt stating
the payment by the Optionee of any such fee, tax or charge, as above described that would otherwise be paid by the Company upon exercise of the Option, in place of the Optionee or, the full payment, under the same conditions, of any amount due upon
the exercise of the Option to be borne by the Company. 
 Upon exercise of an Option, the Shares issued or sold to the Optionee shall be assimilated
with all other Shares of the Company of the same class and shall be entitled to dividends once the Shares are issued for the fiscal year during which the Option is exercised. 

In the event that a Beneficiary infringes one of the above mentioned commitments, such Beneficiary shall be liable for any consequences resulting from
such infringement for the Company and undertakes to indemnify the Company in respect of all amounts payable by the Company in connection with such infringement. 

Granting of an Option in any manner shall result in a decrease in the number of Shares which thereafter may be available for purposes of the Plan, by the
number of Shares as to which the Option may be exercised. 
  

	 	(b)	Termination of the Optionee’s Continuous Status as Beneficiary 

 Upon termination of an
Optionee’s Continuous Status as a Beneficiary, other than upon the Optionee’s death or Disability, the Optionee may exercise his or her Options, but only within such period of time as is specified in the Notice of Grant, and only for the
part of the Options that the Optionee was entitled to exercise at the date of termination (but in no event later than the expiration of the term of such Options as set forth in the Notice of Grant). Unless a longer period is specified in the Notice
of Grant or otherwise resolved by the Board, an Option shall remain exercisable for one (1) month following the Optionee’s termination of Continuous Status as a Beneficiary. In the case of an “Incentive Stock Option”, such a
period cannot exceed three (3) months following the Optionee’s termination of Continuous Status as a Beneficiary. If, at the date of termination, the Optionee is not entitled to exercise all his or her Options, the Shares covered by the
unexercisable portion of Options shall revert to the Plan. If, after termination, the Optionee does not exercise all of his or her Options within the time specified by the Administrator, the Options shall terminate, and the Shares covered by such
Options shall revert to the Plan. 

  
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	 	(c)	Disability of Optionee 

 In the event that an Optionee’s Continuous Status as a Beneficiary
terminates as a result of the Optionee’s Disability, unless otherwise resolved by the Board, the Optionee may exercise his or her Options at any time within six (6) months from the date of such termination, but only to the extent these
Options are exercisable at the time of termination (but in no event later than the expiration of the term of such Options as set forth in the Notice of Grant). If, at the date of termination, the Optionee is not entitled to exercise all of his or
her Options, the Shares covered by the unexercised portion of Options shall revert to the Plan. If, after termination, the Optionee does not exercise all of his or her Options within the time specified herein, the Options shall terminate, and the
Shares covered by such Options shall revert to the Plan. 
  

	 	(d)	Death of Optionee 

 In the event of the death of an Optionee during the term of the Options, unless
otherwise resolved by the Board, the Options may be exercised at any time within six (6) months following the date of death, by the Optionee’s estate or by a person who acquired the right to exercise the Option by bequest or inheritance,
but only to the extent these Options are exercisable at the time of death. If, at the time of death, the Optionee was not entitled to exercise all of his or her Options, the Shares covered by the unexercised portion of Options shall immediately
revert to the Plan. If, after death, the Optionee’s estate or a person who acquired the right to exercise the Options by bequest or inheritance does not exercise the Options within the time specified herein, the Options shall terminate, and the
Shares covered by such Options shall revert to the Plan. 
  

	10.	NON-TRANSFERABILITY OF OPTIONS 


An Option may not be sold, pledged, assigned, hypothecated, transferred or disposed of in any manner other than by will or by laws of descent or distribution
and may be exercised, during the lifetime of the Optionee, only by the Optionee. 
  

	11.	ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, DISSOLUTION 


 

	 	(a)	Changes in capitalization 

 In the event of the carrying out by the Company of any of the financial
operations pursuant to article L. 225-181 of the Law as follows: 
  

	 	•	 	amortization or reduction of the share capital, 

  

	 	•	 	amendment of the allocation of profits, 

  

	 	•	 	distribution of free shares, 

  

	 	•	 	capitalization of reserves, profits, issuance premiums, 

  

	 	•	 	the issuance of shares or securities giving right to shares to be subscribed for in cash or by set-off of existing indebtedness offered exclusively to the shareholders; 


the Company shall take the required measures to protect the interest of the Optionees in the conditions set forth in article L. 228-99 of the Law. 

  
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	 	(b)	Dissolution or Liquidation 

 In the event of the proposed dissolution or liquidation of the Company, to
the extent that an Option has not been previously exercised, it will terminate immediately prior to the consummation of such proposed action. The Administrator may, in the exercise of its sole discretion in such instances, declare that any Option
shall terminate as of a date determined by the Administrator and give each Optionee the right to exercise his or her Options as to Shares for which the Options would not otherwise be exercisable. 

 

	 	(c)	Change in Control 

 In the event of a Change in Control, each outstanding Option will be assumed or an
equivalent option or right substituted by the successor corporation or a Parent or Subsidiary of the successor corporation. In the event that the successor corporation or Parent or Subsidiary of the successor corporation does not agree to assume or
substitute for the outstanding Options, each Option that is not assumed or substituted for, will accelerate and become fully vested and exercisable prior to the consummation of the Change in Control at such time and on such conditions as the
Administrator shall determine. In addition, if an Option becomes fully vested and exercisable in lieu of assumption or substitution in the event of a Change in Control, the Administrator will notify the relevant Optionee in writing or electronically
that his or her Option will be fully vested and exercisable for a period of time, which shall not be less than 10 days, determined by the Administrator in its sole discretion, and the Option will terminate upon the expiration of such period. 

For the purposes of this subsection, an Option will be considered assumed if, following the Change in Control, the Option confers the right to purchase or
receive, for each Share subject to the Option immediately prior to the Change in Control, the consideration (whether stock, cash, or other securities or property) or the Fair Market Value of the consideration received in the Change in Control by
holders of Shares for each such Share held on the effective date of the 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); provided, however,
that if such consideration received in the Change in Control is not solely common stock of the successor corporation or its Parent, the Administrator may, with the consent of the successor corporation, provide for the consideration to be received
upon the exercise of an Option for each Share subject to such Option to be solely common stock of the successor corporation or its Parent equal in Fair Market Value to the per share consideration received by holders of common stock of the Company in
the Change in Control. An Option will be considered substituted if, following a Change in Control, the right received in substitution, whether restricted stock, an RSU, or otherwise, is of reasonably equivalent Fair Market Value to the Option
surrendered therefor, as determined by the Administrator in good faith, taking into account the consideration received in the Change in Control by holders of Shares. 
  

	12.	GRANT 

 12.1. The Date of Grant of an Option shall
be, for all purposes, the date on which the Administrator decides to grant such Option. Notice of Grant shall be provided to each Optionee within a reasonable time after the Date of Grant. 

12.2. In the event of any tax liability arising on account of the Grant of the Options, the liability to pay such taxes shall be that of the Beneficiary
alone. 
 The Beneficiary shall enter into such agreements of indemnity and execute any and all documents as the Company may specify for
this purpose, if so required at the time of the Grant and at any other time at the discretion of the Company, on such terms and conditions as the Company may think fit, for recovery of the tax due, from the Beneficiary. 

  
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	13.	AMENDMENT AND TERMINATION OF THE PLAN 


 

	 	(a)	Amendment and Termination 

 The Administrator may at any time amend, alter, suspend or terminate the
Plan. 
  

	 	(b)	Shareholders’ approval 

 The Company shall obtain shareholders’ approval of any Plan amendment
to the extent necessary and desirable to comply with Applicable Laws (including the requirements of any exchange or quotation system on which Shares may then be listed or quoted). Such shareholders approval, if required, shall be obtained in such a
manner and to such a degree as is required by the applicable law, rule or regulation. 
  

	 	(c)	Effect of amendment or termination 

 No amendment, alteration, suspension or termination of the Plan
shall impair the rights of any Optionee, unless mutually agreed otherwise between the Optionee and the Administrator, which agreement must be in writing and signed by the Optionee and the Company. 

 

	14.	CONDITIONS UPON ISSUANCE OF SHARES 


 

	 	(a)	Legal Compliance 

 Shares held by a US Beneficiary shall not be sold or issued pursuant to the exercise
of an Option unless the exercise of such Option, and the issuance or sale and delivery of such Shares shall comply with all relevant provisions of law including, without limitation, the Law, the “Securities Act” of 1933, as amended,
the “Exchange Act”, the rules and regulations promulgated thereunder, Applicable Laws and the requirements of any stock exchange or quotation system upon which the Shares may then be listed or quoted. 

 

	 	(b)	Investment Representations 

 As a condition to the exercise of an Option by a US Beneficiary, the Company
may require the person exercising such Option to represent and warrant at the time of any such exercise that the Shares are being subscribed or purchased only for investment and without any present intention to sell or distribute such Shares if, in
the opinion of counsel for the Company, such a representation is required. 
  

	15.	LIABILITY OF COMPANY 


15.1. The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by any counsel to the Company to
be necessary to the lawful issuance or sale of any Shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained. 

15.2. The Company and its Affiliated Companies may not be held responsible in any way if the Beneficiary for any reason not attributable to the Company or its
Affiliated Companies was not able to exercise the Options or acquire the Shares. 

  
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	16.	SHAREHOLDERS’ APPROVAL 

 The Plan
shall be subject to approval by the shareholders of the Company within twelve (12) months of the date the Plan is adopted by the Board. Such shareholder approval shall be obtained in the manner and to the degree required under the Law and
Applicable Laws. 
  

	17.	LAW, JURISDICTION  

 This Plan shall be governed by and construed in
accordance with the laws of France. 
 The relevant court of the registered office of the Company shall be exclusively competent to determine any claim or
dispute arising in connection herewith. 
 The Grant of Options under this Plan shall entitle the Company to require the Beneficiary to comply with such
requirements of law as may be necessary in the Options of the Company from time to time. 
 * 

*    *    * 

  
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 Exhibit A 

CRITEO 
 STOCK OPTION
GRANT AGREEMENT 
 Part I 

NOTICE OF STOCK OPTION GRANT 

[Optionee’s Name and Address] 
 You have been granted
Options to subscribe ordinary Shares of the Company, subject to the terms and conditions of the 2013 Stock Option Plan (the “Plan”) and this Option Agreement. Options are governed by articles L. 225-177 and following of the French
Commercial Code. They are not part of the employment agreement or of the office which has allowed the Optionee to be granted the Options. Neither do they constitute an element of the Optionee’s remuneration. Unless otherwise defined herein, the
terms defined in the Plan shall have the same defined meanings in this Option Agreement. 
  

					
	Date of Grant(1):	  	  

	Vesting Commencement Date(2):                     
                           	  	  

	Exercise Price per Share:	  	EUR	  	  

	Total Number of Shares Granted:	  	  

	Type of Options(3):	  	[Incentive Stock Option]
		  	[Nonstatutory Stock Option]
	Term/Expiration Date(4):	  	  


 Where the exercise of an Option, as described under Article 9.(a) of the Plan, would lead the Company to be liable for any
payment, whether due to fees, taxes or to charges of any nature whatsoever, in place of the Optionee, such Option shall be deemed duly exercised when the full payment for the Shares with respect to which the Option is exercised is executed by the
Optionee and the Optionee provides the Company with either the receipt stating the payment by the Optionee of any such fee, tax or charge, as above described that would otherwise be paid by the Company upon exercise of the Option, in place of the
Optionee or, the full payment, under the same conditions, of any amount due upon the exercise of the Option to be borne by the Company. 
 In the
event that you infringe the above mentioned commitment, you shall be liable for any consequences resulting from such infringement for the Company and undertake to indemnify the Company in respect of all amounts payable by the Company in connection
with such infringement. 
 Validity of the Options : 

The Options will be valid as from the Date of Grant. 

 

	(1) 	date of the board meeting having allocated the Option 


	(2) 	first day of the month following the first day of employment of the Optionee by the Company or any Affiliated Company 


	(3) 	for U.S. Beneficiaries only 


	(4) 	date of termination of the Option (article 7 of the Plan), which shall not exceed 5 years for an ISO granted to a 10% owner. 








 Vesting Schedule: 

Unless otherwise determined or adapted by the Board, the Options may be exercised by the Optionee on the basis of the following initial vesting schedule
subject to the condition precedent that the Optionee shall have previously returned to the Company the documents referred to under section 1.2. of Part II of the Stock Option Grant Agreement duly initialed and signed: 

 

	 	•	 	1/4th (25%) of the Options as from the first anniversary of the Vesting Commencement Date, 

  

	 	•	 	then, 1/16th (6.25%) of the Options at the expiration of each quarter (i.e., successive 3-month period) following the first anniversary of the Vesting Commencement Date during thirty-six (36) months
thereafter, and 

  

	 	•	 	at the latest within ten (10) years as from the Date of Grant or in case of death or Disability of the Optionee during such then (10) year period, six (6) months as from the death or Disability of the
Optionee. 

 The number of Options that could be exercised pursuant to the above vesting schedule will always be rounded down to the nearest
full number. 
 If the Optionee fails to exercise the Options in whole or in part within the said period of ten (10) years (as may be extended to six
(6) months from the death or Disability of the Optionee, the Options will lapse automatically. 
 Termination Period: 

Unless otherwise decided by the Board, in case of termination of the Optionee’s Continuous Status as a Beneficiary, the Options exercisable at the time of
termination may be exercised for one (1) month after such termination, being specified that all other Options shall automatically expire at the time of termination. 

Unless otherwise decided by the Board, upon the death or Disability of the Optionee, the Options may be exercised during a period of six (6) months as
provided in the Plan. 
 Save as provided in the Plan, in no event shall the Options be exercised later than the Term/Expiration Date as provided above.
Should the Options expire or become unexercisable for any reason without having been exercised in full, the unsubscribed Shares which were subject thereto shall, unless the Plan shall have been terminated, become available for future grant under the
Plan. 
 By his signature and the signature of the Company’s representative below, the Optionee and the Company agree that the Options are granted
under and governed by the terms and conditions of the Plan and this Option Agreement. The Optionee has reviewed the Plan and this Option Agreement in their entirely, has had the opportunity to obtain the advice of counsel prior to executing this
Option Agreement and fully understands all provisions of the Plan and Option Agreement. The Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions relating to the
Plan and Option Agreement. The Optionee further agrees to notify the Company upon any change in the residence address indicated below. 

  
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 CRITEO 

STOCK OPTION GRANT AGREEMENT 

Part II 
 TERMS AND
CONDITIONS 
  

	 	1.	Grant of Options. 

 1.1. The Administrator of the Company hereby grants to the Optionee
named in the Notice of Grant attached as Part I of this Agreement (the “Optionee”), [—] options (the “Options”) to subscribe the number of ordinary Shares, as set forth in the
Notice of Grant, at the exercise price per Share set forth in the Notice of Grant (the “Exercise Price”), subject to the terms and conditions of the Plan, which is incorporated herein by reference. 

In the event of a conflict between the terms and conditions of the Plan and the terms and conditions of this Option Agreement, the terms and conditions of the
Plan shall prevail. 
 If designated in the Notice of Grant as an Incentive Stock Option, this Option is intended to qualify as an Incentive Stock
Option under Section 422 of the Code although the Company makes no representation as to the tax status of the Option. However, if this Option is intended to be an Incentive Stock Option, to the extent that it exceeds the U.S.$
100,000 rule of Code Section 422(d) the excess shall be treated as a Non-Statutory Stock Option 
 1.2. An Option will be valid as from
the Date of Grant. 
 1.3. In the event of any tax liability arising on account of the Grant of the Options, the liability to pay such taxes
shall be that of the Beneficiary alone. The Beneficiary shall enter into such agreements of indemnity and execute any and all documents as the Company may specify for this purpose, if so required at the time of the Grant and at any other time at the
discretion of the Company, on such terms and conditions as the Company may think fit, for recovery of the tax due, from the Beneficiary. 
  

	 	2.	Exercise of Options 

 (a) Right to Exercise. An Option is exercisable during its term in
accordance with the Vesting Schedule set out in the Notice of Grant and the applicable provisions of the Plan and this Option Agreement, subject to the condition precedent that the Optionee shall have previously returned to the Company, by
electronic delivery under the conditions set forth in Article 10 below: 
  

	 	•	 	Part I and Part II of the Stock Option Grant Agreement (Exhibit A), 

  

	 	•	 	a contractual undertaking in the form attached as Exhibit B hereto or such subsequent version thereof (if any) as shall be notified by the Company to the Optionnee before exercise of the relevant Option,


 each duly initialed (all pages but for the signature page) and signed (signature page). 

In the event of Optionee’s death, Disability or other termination of Optionee’s Continuous Status as a Beneficiary, the exercisability of an Option
is governed by the applicable provisions of the Plan and this Option Agreement. 

  
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 (b) Method of Exercise. An Option is exercisable by delivery of an exercise notice, in the from available
on line to this effect via the dedicated software (the “Exercice Notice”) stating the election to exercise the Option, the number of Shares in respect of which the Option is being exercised (the “Exercised Shares”), and such
other representations and agreements as may be required by the Company pursuant to the provisions of the Plan. The Exercise Notice shall be signed by the Optionee and shall be delivered in person or by certified mail to the Company or its designated
representative or by facsimile message to be immediately confirmed by certified mail to the Company. The Exercise Notice shall be accompanied by payment of the aggregate Exercise Price as to all Exercised Shares. An Option shall be deemed to be
exercised upon receipt by the Company of such fully executed Exercise Notice accompanied by the proof of payment of such aggregate Exercise Price. 
 No
Share shall be issued pursuant to the exercise of an Option unless such issuance and exercise complies with all relevant provisions of law as set out under Section 14(a) of the Plan. 

Upon exercise of an Option, the Shares issued to the Optionee shall be assimilated with all other Shares of the Company and shall be entitled to dividends for
the fiscal year in course during which the Option is exercised. 
 3. Method of Payment. Payment of the
aggregate Exercise Price shall be made by wire transfer with the execution of the corresponding exchange contract. 
 Where the exercise of an Option would
lead the Company to be liable for any payment, whether due to fees, taxes or to charges of any nature whatsoever, in place of the Optionee, such Option shall be deemed duly exercised when (a) the full payment for the Shares with respect to
which the Option is exercised is executed by the Optionee and (b) the Optionee provides the Company with either (i) the receipt stating the payment by the Optionee of any such fee, tax or charge, as above described that would otherwise be
paid by the Company upon exercise of the Option, in place of the Optionee or, (ii) the full payment, under the same conditions, of any amount due upon the exercise of the Option to be borne by the Company. 

The Company and its Affiliated Companies may not be held responsible in any way if the Beneficiary for any reason not attributable to the Company or its
Affiliated Companies was not able to exercise the Option or purchase the Shares. The payment for the purchase of the shares shall be made by the Optionee under his/her own responsibility according to these Terms and Conditions. 

4. Non-Transferability of Option. An Option may not be transferred in any manner otherwise than by will or by the laws of descent or
distribution and may be exercised during the lifetime of the Optionee only by the Optionee. The terms of the Plan and this Option Agreement shall be binding upon the executors, administrators, heirs, successors and assigns of the Optionee. 

5. Term of Options. Subject as provided in the Plan, an Option may be exercised only within the term set out in the Notice of Grant,
and may be exercised during such term only in accordance with the Plan and the terms of this Option Agreement. 
 6. Entire Agreement;
Governing Law. The Plan is incorporated herein by reference. The Plan and this Option Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and
agreements of the Company and Optionee with respect to the subject matter hereof, and may not be modified adversely to the Optionee’s interest except by means of a writing signed by the Company and Optionee. This agreement is governed by the
laws of the Republic of France. 
 Any claim or dispute arising under the Plan or this Agreement shall be subject to the exclusive
jurisdiction of the court competent for the place of the registered office of the Company. 

  
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 7. Tax Obligations. Regardless of any action the Company or Optionee’s employer (the
“Employer”) takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“Tax-Related Items”), Optionee acknowledges that the ultimate liability for all Tax-Related Items legally
due by Optionee is and remains Optionee’s responsibility and that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option
grant, including the grant, vesting or exercise of the Option, the subsequent sale of shares of common stock acquired pursuant to such exercise and the receipt of any dividends; and (2) do not commit to structure the terms of the grant or any
aspect of the Option to reduce or eliminate Optionee’s liability for Tax-Related Items. 
 Prior to exercise of the Option, Optionee
will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all withholding obligations of the Company and/or the Employer, if any. In this regard, Optionee authorizes the Company and/or the Employer to withhold
all applicable Tax-Related Items legally payable by Optionee from Optionee’s compensation paid to Optionee by the Company and/or Employer or from proceeds of the sale of Shares. Alternatively, or in addition, if permissible under local law, the
Company may sell or arrange for the sale of Shares that Optionee acquires to meet the withholding obligation for Tax-Related Items. Finally, Optionee will pay to the Company or the Employer any amount of Tax-Related Items that the Company or the
Employer may be required to withhold as a result of Optionee’s participation in the Plan or Optionee’s purchase of Shares that cannot be satisfied by the means previously described. The Company may refuse to honor the exercise and refuse
to deliver the Shares issuable upon exercise of the Options if Optionee fails to comply with Optionee’s obligations in connection with the Tax-Related Items as described in this section. 

8. Nature of Grant. In accepting the grant, Optionee acknowledges that: 

“(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or
terminated by the Company at any time, unless otherwise provided in the Plan and this Agreement; 
 (b) the grant of the Option is
voluntary and occasional and does not create any contractual or other right to receive future grants of options, or benefits in lieu of options, even if options have been granted repeatedly in the past; 

(c) all decisions with respect to future option grants, if any, will be at the sole discretion of the Company; 

(d) Optionee’s participation in the Plan shall not create a right to further employment with the employer and shall not interfere with
the ability of the Employer to terminate Optionee’s employment relationship at any time with or without cause; 
 (e) Optionee
is voluntarily participating in the Plan; 
 (f) the Option is an extraordinary item that does not constitute compensation of any
kind for services of any kind rendered to the Company or the Employer, and which is outside the scope of Optionee’s employment contract, if any; 

(g) the Option is not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculating any
severance, resignation, termination, redundancy, end of service payments, bonuses, long service awards, pension or retirement benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past
services for the Company or the Employer; 
 (h) the Option grant will not be interpreted to form an employment contract with the
Company, the Employer or any Subsidiary or affiliate of the Company; 
 (i) the future value of the underlying Shares is unknown and
cannot be predicted with certainty; 
 (j) if the underlying Shares do not increase in value, the Option will have no value; 

(k) if Optionee exercises Optionee’s Option and obtains Shares, the value of those Shares acquired upon exercise may increase or
decrease in value, even below the exercise price; 

  
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 (l) in consideration of the grant of the Option, no claim or entitlement to compensation or
damages shall arise from termination of the Option or diminution in value of the Option or Shares purchased through exercise of the Option resulting from termination of Optionee’s employment the Company or the Employer (for any reason
whatsoever) and Optionee irrevocably releases the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this
Agreement, Optionee shall be deemed irrevocably to have waived Optionee’s entitlement to pursue such claim; and 
 (m) in the
event of termination of Optionee’s employment, Optionee’s right to receive the Option and vest in the Option under the Plan, if any, will terminate effective as of the date that Optionee receives notice of termination regardless of when
such termination is effective; furthermore, in the event of termination of employment, Optionee’s right to exercise the Option after termination of employment, if any, will be measured by the date on which the Optionee receives notice of
termination; the Company shall have the exclusive discretion to determine when Optionee is no longer actively employed for purposes of Optionee’s Option grant. In addition, any period of notice or compensation in lieu of such notice, that is
given or ought to have been given under any contract, statute, common law or civil law shall be excluded. 
 9. Data Privacy.
Optionee hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of Optionee’s personal data as described in this document by and among, as applicable, the Employer, the Company and its
subsidiaries and affiliates for the exclusive purpose of implementing, administering and managing Optionee’s participation in the Plan. 

Optionee understands that the Company and the Employer may hold certain personal information about Optionee, including, but not limited
to, Optionee’s name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company, details of all options or
any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in Optionee’s favor, for the exclusive purpose of implementing, administering and managing the Plan (“Data”). 

Optionee understands that the recipients of the Data may be located in the United States or elsewhere, and that the recipients’
country (e.g., the United States) may have different data privacy laws and protections than Optionee’s country. Optionee understands that Optionee may request a list with the names and addresses of any potential recipients of the Data by
contacting Optionee’s local human resources representative. Optionee authorizes the Company and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to
receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing Optionee’s participation in the Plan. Optionee understands that Data will be held only as long as
is necessary to implement, administer and manage Optionee’s participation in the Plan. Optionee understands that Optionee may, at any time, view the Data, request additional information about the storage processing of the Data, require any
necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing Optionee’s local human resources representative. Optionee understands, however, that refusing or withdrawing
Optionee’s consent may affect Optionee’s ability to participate in the Plan. For more information on the consequences of Optionee’s refusal to consent or withdrawal of consent, Optionee understands that Optionee may contact
Optionee’s local human resources representative. 
 10. Electronic Delivery. The Company
may, in its sole discretion, decide to deliver any documents related to the Option and participation in the Plan or future options that may be granted under the Plan by electronic means or to request Optionee’s consent to participate in the
Plan by electronic means. Optionee hereby consents to receive such documents by electronic delivery and, if requested, to agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or another
third party designated by the Company. 

  
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 11. Severability. The provisions of this Agreement are
severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable. 

 

							
	OPTIONEE:	 		 	CRITEO
				
	  
	 		 	By:	 	  

	Signature	 		 		 	
	  
	 		 	Title:	 	  

	Print Name	 		 		 	
	  
	 		 		 	
	Residence Address	 		 		 	
	  
	 		 		 	


  
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