2004 Equity Incentive Plan



 EXHIBIT 10.11 
  
 2004 EQUITY INCENTIVE PLAN 
 OF 
 CORCEPT THERAPEUTICS, INC. 
  

	1.	Purpose of this Plan 

  
 The purpose of this 2004 Equity Incentive Plan is to enhance the long-term stockholder value of Corcept Therapeutics, Inc. by offering opportunities to
eligible individuals to participate in the growth in value of the equity of Corcept Therapeutics, Inc. 
  

	2.	Definitions and Rules of Interpretation 

  
 2.1 Definitions. 
  
 This Plan uses the following defined terms: 
  
 (a) “Administrator” means the Board or the Committee, or any officer or employee of the Company to whom the Board
or the Committee delegates authority to administer this Plan. 
  
 (b) “Affiliate” means a “parent” or “subsidiary” (as each is defined in Section 424 of the Code) of the Company and any other entity that the Board or Committee designates
as an “Affiliate” for purposes of this Plan. 
  
 (c) “Applicable Law” means any and all laws of whatever jurisdiction, within or without the United States, and the rules of any stock exchange or quotation system on which Shares are listed or quoted, applicable to
the taking or refraining from taking of any action under this Plan, including the administration of this Plan and the issuance or transfer of Awards or Award Shares. 
  
 (d) “Award” means a Stock Award, SAR, Cash Award, or Option granted in accordance
with the terms of this Plan. 
  
 (e)
“Award Agreement” means the document evidencing the grant of an Award. 
  
 (f) “Award Shares” means Shares covered by an outstanding Award or purchased under an Award. 
  
 (g) “Awardee” means: (i) a person to
whom an Award has been granted, including a holder of a Substitute Award, (ii) a person to whom an Award has been transferred in accordance with all applicable requirements of Sections 6.5, 7(h), and 16. 







 (h) “Board” means the Board of Directors of the Company.

  
 (i) “Cash Award”
means the right to receive cash as described in Section 8.3. 
  
 (j) “Cause” means employment related dishonesty, fraud, misconduct or disclosure or misuse of confidential information, or other employment related conduct that is likely to cause significant
injury to the Company, an Affiliate, or any of their respective employees, officers or directors (including, without limitation, commission of a felony or similar offense), in each case as determined by the Administrator. “Cause” shall not
require that a civil judgment or criminal conviction have been entered against or guilty plea shall have been made by the Awardee regarding any of the matters referred to in the previous sentence. Accordingly, the Administrator shall be entitled to
determine “Cause” based on the Administrator’s good faith belief. If the Awardee is criminally charged with a felony or similar offense that shall be a sufficient, but not a necessary, basis for such belief. 
  
 (k) “Change in Control” means any
transaction or event that the Board specifies as a Change in Control under Section 10.4. 
  
 (l) “Code” means the Internal Revenue Code of 1986. 
  
 (m) “Committee” means a committee composed of Company Directors appointed in
accordance with the Company’s charter documents and Section 4. 
  
 (n) “Company” means Corcept Therapeutics, Inc., a Delaware corporation. 
  
 (o) “Company Director” means a member of the Board. 
  
 (p) “Consultant” means an individual who, or an employee of any entity that,
provides bona fide services to the Company or an Affiliate not in connection with the offer or sale of securities in a capital-raising transaction, but who is not an Employee. 
  
 (q) “Director” means a member of the Board of Directors of the Company or an
Affiliate. 
  
 (r)
“Divestiture” means any transaction or event that the Board specifies as a Divestiture under Section 10.5. 
  
 (s) “Domestic Relations Order” means a “domestic relations order” as defined in, and otherwise
meeting the requirements of, Section 414(p) of the Code, except that reference to a “plan” in that definition shall be to this Plan. 
  

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 (t) “Effective Date” means the first date of the sale by the
Company of shares of its capital stock in an initial public offering pursuant to a registration statement on Form S-1 filed with the SEC. 
  
 (u) “Employee” means a regular employee of the Company or an Affiliate, including an officer or Director, who is
treated as an employee in the personnel records of the Company or an Affiliate, but not individuals who are classified by the Company or an Affiliate as: (i) leased from or otherwise employed by a third party, (ii) independent contractors, or (iii)
intermittent or temporary workers. The Company’s or an Affiliate’s classification of an individual as an “Employee” (or as not an “Employee”) for purposes of this Plan shall not be altered retroactively even if that
classification is changed retroactively for another purpose as a result of an audit, litigation or otherwise. An Awardee shall not cease to be an Employee due to transfers between locations of the Company, or between the Company and an Affiliate, or
to any successor to the Company or an Affiliate that assumes the Awardee’s Options under Section 10. Neither service as a Director nor receipt of a director’s fee shall be sufficient to make a Director an “Employee.” 

 
 (v) “Exchange Act” means the
Securities Exchange Act of 1934. 
  
 (w)
“Executive” means, if the Company has any class of any equity security registered under Section 12 of the Exchange Act, an individual who is subject to Section 16 of the Exchange Act or who is a “covered employee”
under Section 162(m) of the Code, in either case because of the individual’s relationship with the Company or an Affiliate. If the Company does not have any class of any equity security registered under Section 12 of the Exchange Act,
“Executive” means any (i) Director, (ii) officer elected or appointed by the Board, or (iii) beneficial owner of more than 10% of any class of the Company’s equity securities. 
  
 (x) “Expiration Date” means, with
respect to an Award, the date stated in the Award Agreement as the expiration date of the Award or, if no such date is stated in the Award Agreement, then the last day of the maximum exercise period for the Award, disregarding the effect of an
Awardee’s Termination or any other event that would shorten that period. 
  
 (y) “Fair Market Value” means the value of Shares as determined under Section 17.2. 
  
 (z) “Fundamental Transaction” means any transaction or event described in Section 10.3. 
  
 (aa) “Good Reason” means (i) a
diminution in salary or bonus potential or (ii) requiring Awardee to work in a location (other than normal business travel) which is more than 50 miles from Awardee’s principal place of business before the change. 
  

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 (bb) “Grant Date” means the date the Administrator approves the
grant of an Award. However, if the Administrator specifies that an Award’s Grant Date is a future date or the date on which a condition is satisfied, the Grant Date for such Award is that future date or the date that the condition is satisfied.

  
 (cc) “Incentive Stock
Option” means an Option intended to qualify as an incentive stock option under Section 422 of the Code and designated as an Incentive Stock Option in the Award Agreement for that Option. 
  
 (dd) “Involuntary Termination” means
termination by the Company without Cause or termination by the Awardee for Good Reason. 
  
 (ee) “Nonstatutory Option” means any Option other than an Incentive Stock Option. 
  
 (ff) “Objectively Determinable Performance
Condition” shall mean a performance condition (i) that is established (A) at the time an Award is granted or (B) no later than the earlier of (1) 90 days after the beginning of the period of service to which it relates, or (2)
before the elapse of 25% of the period of service to which it relates, (ii) that is uncertain of achievement at the time it is established, and (iii) the achievement of which is determinable by a third party with knowledge of the relevant facts.
Examples of measures that may be used in Objectively Determinable Performance Conditions include net order dollars, net profit dollars, net profit growth, net revenue dollars, revenue growth, individual performance, earnings per share, return on
assets, return on equity, and other financial objectives, objective customer satisfaction indicators and efficiency measures, each with respect to the Company and/or an Affiliate or individual business unit. 
  
 (gg) “Officer” means an officer of
the Company as defined in Rule 16a-1 adopted under the Exchange Act. 
  
 (hh) “Option” means a right to purchase Shares of the Company granted under this Plan. 
  
 (ii) “Option Price” means the price payable under an Option for Shares, not including any amount payable in
respect of withholding or other taxes. 
  
 (jj)
“Option Shares” means Shares covered by an outstanding Option or purchased under an Option. 
  
 (kk) “Plan” means this 2004 Equity Incentive Plan of Corcept Therapeutics, Inc. 
  
 (ll) “Prior Plans” means the
Company’s 2000 Stock Option Plan. 
  

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 (mm) “Purchase Price” means the price payable under a Stock Award
for Shares, not including any amount payable in respect of withholding or other taxes. 
  
 (nn) “Rule 16b-3” means Rule 16b-3 adopted under Section 16(b) of the Exchange Act. 
  
 (oo) “SAR” or “Stock Appreciation
Right” means a right to receive cash and/or Shares based on a change in the Fair Market Value of a specific number of Shares pursuant to an Award Agreement, as described in Section 8.1. 
  
 (pp) “Securities Act” means the
Securities Act of 1933. 
  
 (qq)
“Share” means a share of the common stock of the Company or other securities substituted for the common stock under Section 10. 
  
 (rr) “Stock Award” means an offer by the Company to sell shares subject to certain restrictions pursuant to the
Award Agreement as described in Section 8.2 or, as determined by the Committee, a notional account representing the right to be paid an amount based on Shares. 
  

(ss) “Substitute Award” means a Substitute Option, Substitute SAR or Substitute Stock Award granted in
accordance with the terms of this Plan. 
  
 (tt)
“Substitute Option” means an Option granted in substitution for, or upon the conversion of, an option granted by another entity to purchase equity securities in the granting entity. 
  
 (uu) “Substitute SAR” means a SAR
granted in substitution for, or upon the conversion of, a stock appreciation right granted by another entity with respect to equity securities in the granting entity. 
  
 (vv) “Substitute Stock Award” means a Stock Award granted in substitution for, or
upon the conversion of, a stock award granted by another entity to purchase equity securities in the granting entity. 
  
 (ww) “Termination” means that the Awardee has ceased to be, with or without any cause or reason, an Employee,
Director or Consultant. However, unless so determined by the Administrator, or otherwise provided in this Plan, “Termination” shall not include a change in status from an Employee, Consultant or Director to another such status. An event
that causes an Affiliate to cease being an Affiliate shall be treated as the “Termination” of that Affiliate’s Employees, Directors, and Consultants. 
  

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 2.2 Rules of Interpretation. Any reference to a “Section,” without more, is to a Section
of this Plan. Captions and titles are used for convenience in this Plan and shall not, by themselves, determine the meaning of this Plan. Except when otherwise indicated by the context, the singular includes the plural and vice versa. Any reference
to a statute is also a reference to the applicable rules and regulations adopted under that statute. Any reference to a statute, rule or regulation, or to a section of a statute, rule or regulation, is a reference to that statute, rule, regulation,
or section as amended from time to time, both before and after the Effective Date and including any successor provisions. 
  

	3.	Shares Subject to this Plan; Term of this Plan 

  
 3.1 Number of Award Shares. The Shares issuable under this Plan shall be authorized but unissued or reacquired Shares, including Shares repurchased
by the Company on the open market. The number of Sharesinitially reserved for issuance over the term of this Plan shall be 3,000,000. The maximum number of Shares shall be cumulatively increased on the first January 1 after the Effective Date and
each January 1 thereafter for 9 more years, by a number of Shares equal to the least of (a) 2% of the number of Shares issued and outstanding on the immediately preceding December 31, (b) 1,000,000 Shares and (c) a number of Shares set by the Board.
When an Award is granted, the maximum number of Shares that may be issued under this Plan shall be reduced by the number of Shares covered by that Award. However, if an Award later terminates or expires without having been exercised in full, the
maximum number of shares that may be issued under this Plan shall be increased by the number of Shares that were covered by, but not purchased under, that Award. By contrast, the repurchase of Shares by the Company shall not increase the maximum
number of Shares that may be issued under this Plan. 
  
 3.2
Source of Shares. Award Shares may be: (a) Shares that have never been issued, (b) Shares that have been issued but are no longer outstanding, or (c) Shares that are outstanding and are acquired to discharge the Company’s obligation to
deliver Award Shares. 
  
 3.3 Term of this Plan

  
 (a) This Plan shall be effective on, and
Awards may be granted under this Plan on and after, the earliest the date on which the Plan has been both adopted by the Board and approved by the Company’s stockholders. 
  
 (b) Subject to the provisions of Section 13, Awards may be granted under this Plan for a period of ten years
from the earlier of the date on which the Board approves this Plan and the date the Company’s stockholders approve this Plan. Accordingly, Awards may not be granted under this Plan after the earlier of those dates. 
  

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	4.	Administration 

  
 4.1 General 
  
 (a) The Board shall have ultimate responsibility for administering this Plan. The Board may delegate certain of its responsibilities to a
Committee, which shall consist of at least two members of the Board. The Board or the Committee may further delegate its responsibilities to any Employee of the Company or any Affiliate. Where this Plan specifies that an action is to be taken or a
determination made by the Board, only the Board may take that action or make that determination. Where this Plan specifies that an action is to be taken or a determination made by the Committee, only the Committee may take that action or make that
determination. Where this Plan references the “Administrator,” the action may be taken or determination made by the Board, the Committee, or other Administrator. However, only the Board or the Committee may approve grants of Awards to
Executives, and an Administrator other than the Board or the Committee may grant Awards only within the guidelines established by the Board or Committee. Moreover, all actions and determinations by any Administrator are subject to the provisions of
this Plan. 
  
 (b) So long as the Company has
registered and outstanding a class of equity securities under Section 12 of the Exchange Act, the Committee shall consist of Company Directors who are “Non-Employee Directors” as defined in Rule 16b-3 and, after the expiration of any
transition period permitted by Treasury Regulations Section 1.162-27(h)(3), who are “outside directors” as defined in Section 162(m) of the Code. 
  
 4.2 Authority of the Board or the Committee. Subject to the other provisions of this Plan, the Board or the Committee shall have the authority to:

  
 (a) grant Awards, including Substitute
Awards; 
  
 (b) determine the Fair Market Value
of Shares; 
  
 (c) determine the Option Price and
the Purchase Price of Awards; 
  
 (d) select the
Awardees; 
  
 (e) determine the times Awards are
granted; 
  
 (f) determine the number of Shares
subject to each Award; 
  
 (g) determine the
methods of payment that may be used to purchase Award Shares; 
  

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 (h) determine the methods of payment that may be used to satisfy withholding tax
obligations; 
  
 (i) determine the other terms of
each Award, including but not limited to the time or times at which Awards may be exercised, whether and under what conditions an Award is assignable, and whether an Option is a Nonstatutory Option or an Incentive Stock Option; 
  
 (j) modify or amend any Award; 
  
 (k) authorize any person to sign any Award Agreement or
other document related to this Plan on behalf of the Company; 
  
 (l) determine the form of any Award Agreement or other document related to this Plan, and whether that document, including signatures, may be in electronic form; 
  
 (m) interpret this Plan and any Award Agreement or document
related to this Plan; 
  
 (n) correct any defect,
remedy any omission, or reconcile any inconsistency in this Plan, any Award Agreement or any other document related to this Plan; 
  
 (o) adopt, amend, and revoke rules and regulations under this Plan, including rules and regulations relating to sub-plans and Plan
addenda; 
  
 (p) adopt, amend, and revoke special
rules and procedures which may be inconsistent with the terms of this Plan, set forth (if the Administrator so chooses) in sub-plans regarding (for example) the operation and administration of this Plan and the terms of Awards, if and to the extent
necessary or useful to accommodate non-U.S. Applicable Laws and practices as they apply to Awards and Award Shares held by, or granted or issued to, persons working or resident outside of the United States or employed by Affiliates incorporated
outside the United States; 
  
 (q) determine
whether a transaction or event should be treated as a Change in Control, a Divestiture or neither; 
  
 (r) determine the effect of a Fundamental Transaction and, if the Board determines that a transaction or event should be treated as a
Change in Control or a Divestiture, then the effect of that Change in Control or Divestiture; and 
  
 (s) make all other determinations the Administrator deems necessary or advisable for the administration of this Plan. 
  

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 4.3 Scope of Discretion. Subject to the provisions of this Section 4.3, on all matters for which
this Plan confers the authority, right or power on the Board, the Committee, or other Administrator to make decisions, that body may make those decisions in its sole and absolute discretion. Those decisions will be final, binding and conclusive. In
making its decisions, the Board, Committee or other Administrator need not treat all persons eligible to receive Awards, all Awardees, all Awards or all Award Shares the same way. Notwithstanding anything herein to the contrary, and except as
provided in Section 13.3, the discretion of the Board, Committee or other Administrator is subject to the specific provisions and specific limitations of this Plan, as well as all rights conferred on specific Awardees by Award Agreements and other
agreements. 
  

	5.	Persons Eligible to Receive Awards 

  
 5.1 Eligible Individuals. Awards (including Substitute Awards) may be granted to, and only to, Employees, Directors and Consultants, including to
prospective Employees, Directors and Consultants conditioned on the beginning of their service for the Company or an Affiliate. However, Incentive Stock Options may only be granted to Employees, as provided in Section 7(g). 
  
 5.2 Section 162(m) Limitation. 
  
 (a) Options and SARs. Subject to the provisions of
this Section 5.2, for so long as the Company is a “publicly held corporation” within the meaning of Section 162(m) of the Code: (i) no Employee may be granted one or more SARs and Options within any fiscal year of the Company under this
Plan to purchase more than 2,000,000 Shares under Options or to receive compensation calculated with reference to more than that number of Shares under SARs, subject to adjustment pursuant to Section 10, (ii) Options and SARs may be granted to an
Executive only by the Committee (and, notwithstanding anything to the contrary in Section 4.1(a), not by the Board). If an Option or SAR is cancelled without being exercised or of the Option Price of an Option is reduced, that cancelled or repriced
Option or SAR shall continue to be counted against the limit on Awards that my be granted to any individual under this Section 5.2. Notwithstanding anything herein to the contrary, a new Employee of the Company or an Affiliate shall be eligible to
receive up to a maximum of 2,500,000 Shares under Options in the calendar year which they commence employment, or such compensation calculated with reference to such number of Shares under SARs, subject to adjustment pursuant to Section 10.

  
 (b) Cash Awards and Stock Awards. Any
Cash Award or Stock Award intended as “qualified performance-based compensation” within the meaning of Section 162(m) of the Code must vest or become exercisable contingent on the achievement of one or more Objectively Determinable
Performance Conditions. The Committee shall have the discretion to determine the time and manner of compliance with Section 162(m) of the Code. 
  

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	6.	Terms and Conditions of Options 

  
 The following rules apply to all Options: 
  
 6.1 Price. Except as specifically provided herein, no nonstatutory Option may have an Option Price less than 85% of the Fair Market Value of the
Shares on the Grant Date. No Option intended as “qualified incentive-based compensation” within the meaning of Section 162(m) of the Code may have an Option Price less than 100% of the Fair Market Value of the Shares on the Grant Date. In
no event will the Option Price of any Option be less than the par value of the Shares issuable under the Option if that is required by Applicable Law. The Option Price of an Incentive Stock Option shall be subject to Section 7(f). 
  
 6.2 Term. No Option shall be exercisable after its Expiration Date. No
Option may have an Expiration Date that is more than ten years after its Grant Date. Additional provisions regarding the term of Incentive Stock Options are provided in Sections 7(a) and 7(e). 
  
 6.3 Vesting. Options shall be exercisable: (a) on the Grant Date, or
(b) in accordance with a schedule related to the Grant Date, the date the Optionee’s directorship, employment or consultancy begins, or a different date specified in the Option Agreement. Additional provisions regarding the vesting of Incentive
Stock Options are provided in Section 7(c). No Option granted to an individual who is subject to the overtime pay provisions of the Fair Labor Standards Act may be exercised before the expiration of six months after the Grant Date. 
  
 6.4 Form and Method of Payment. 
  
 (a) The Board or Committee shall determine the acceptable
form and method of payment for exercising an Option. 
  
 (b) Acceptable forms of payment for all Option Shares are cash, check or wire transfer, denominated in U.S. dollars except as specified by the Administrator for non-U.S. Employees or non-U.S. sub-plans. 
  
 (c) In addition, the Administrator may permit payment to be
made by any of the following methods: 
  
 (i)
other Shares, or the designation of other Shares, which (A) are “mature” shares for purposes of avoiding variable accounting treatment under generally accepted accounting principles (generally mature shares are those that have been owned
by the Optionee for more than six months on the date of surrender), and (B) have a Fair Market Value on the date of surrender equal to the Option Price of the Shares as to which the Option is being exercised; 
  

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 (ii) provided that a public market exists for the Shares, consideration received by the
Company under a procedure under which a licensed broker-dealer advances funds on behalf of an Optionee or sells Option Shares on behalf of an Optionee (a “Cashless Exercise Procedure”), provided that if the Company extends or
arranges for the extension of credit to an Optionee under any Cashless Exercise Procedure, no Officer or Director may participate in that Cashless Exercise Procedure; 
  
 (iii) cancellation of any debt owed by the Company or any Affiliate to the Optionee by the Company including
without limitation waiver of compensation due or accrued for services previously rendered to the Company; and 
  
 (iv) any combination of the methods of payment permitted by any paragraph of this Section 6.4. 
  
 (d) The Administrator may also permit any other form or
method of payment for Option Shares permitted by Applicable Law. 
  
 6.5 Nonassignability of Options. Except as determined by the Administrator, no Option shall be assignable or otherwise transferable by the Optionee except by will or by the laws of descent and distribution. However, Options may be
transferred and exercised in accordance with a Domestic Relations Order and may be exercised by a guardian or conservator appointed to act for the Optionee. Incentive Stock Options may only be assigned in compliance with Section 7(h). 
  
 6.6 Substitute Options. The Board may cause the Company to grant
Substitute Options in connection with the acquisition by the Company or an Affiliate of equity securities of any entity (including by merger, tender offer, or other similar transaction) or of all or a portion of the assets of any entity. Any such
substitution shall be effective on the effective date of the acquisition. Substitute Options may be Nonstatutory Options or Incentive Stock Options. Unless and to the extent specified otherwise by the Board, Substitute Options shall have the same
terms and conditions as the options they replace, except that (subject to the provisions of Section 10) Substitute Options shall be Options to purchase Shares rather than equity securities of the granting entity and shall have an Option Price
determined by the Board. 
  
 6.7 Repricings. Options may
not be repriced, replaced or regranted through cancellation or modification without stockholder approval. 
  

	7.	Incentive Stock Options. 

  
 The following rules apply only to Incentive Stock Options and only to the extent these rules are more restrictive than the rules that would otherwise
apply under this Plan. With the consent of the Optionee, or where this Plan provides that an action may be taken notwithstanding any other provision of this Plan, the Administrator may deviate from the 
  

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 requirements of this Section, notwithstanding that any Incentive Stock Option modified by the Administrator will
thereafter be treated as a Nonstatutory Option. 
  
 (a) The Expiration Date of an Incentive Stock Option shall not be later than ten years from its Grant Date, with the result that no Incentive Stock Option may be exercised after the expiration of ten years from its Grant Date. 

 
 (b) No Incentive Stock Option may be granted more than
ten years from the date this Plan was approved by the Board. 
  
 (c) Options intended to be incentive stock options under Section 422 of the Code that are granted to any single Optionee under all incentive stock option plans of the Company and its Affiliates, including incentive
stock options granted under this Plan, may not vest at a rate of more than $100,000 in Fair Market Value of stock (measured on the grant dates of the options) during any calendar year. For this purpose, an option vests with respect to a given share
of stock the first time its holder may purchase that share, notwithstanding any right of the Company to repurchase that share. Unless the administrator of that option plan specifies otherwise in the related agreement governing the option, this
vesting limitation shall be applied by, to the extent necessary to satisfy this $ 100,000 rule, treating certain stock options that were intended to be incentive stock options under Section 422 of the Code as Nonstatutory Options. The stock options
or portions of stock options to be reclassified as Nonstatutory Options are those with the highest option prices, whether granted under this Plan or any other equity compensation plan of the Company or any Affiliate that permits that treatment. This
Section 7(c) shall not cause an Incentive Stock Option to vest before its original vesting date or cause an Incentive Stock Option that has already vested to cease to be vested. 
  
 (d) In order for an Incentive Stock Option to be exercised for any form of payment other than those
described in Section 6.4(b), that right must be stated at the time of grant in the Option Agreement relating to that Incentive Stock Option. 
  
 (e) Any Incentive Stock Option granted to a Ten Percent Stockholder, must have an Expiration Date that is not later than five years from
its Grant Date, with the result that no such Option may be exercised after the expiration of five years from the Grant Date. A “Ten Percent Stockholder” is any person who, directly or by attribution under Section 424(d) of
the Code, owns stock possessing more than ten percent of the total combined voting power of all classes of stock of the Company or of any Affiliate on the Grant Date. 
  
 (f) The Option Price of an Incentive Stock Option shall never be less than the Fair Market Value of the
Shares at the Grant Date. The Option Price for the Shares covered by an Incentive Stock Option granted to a Ten Percent Stockholder shall never be less than 110% of the Fair Market Value of the Shares at the Grant Date. 
  

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 (g) Incentive Stock Options may be granted only to Employees. If an Optionee changes
status from an Employee to a Consultant, that Optionee’s Incentive Stock Options become Nonstatutory Options if not exercised within the time period described in Section 7(i) (determined by treating that change in status as a Termination solely
for purposes of this Section 7(g)). 
  
 (h) No
rights under an Incentive Stock Option may be transferred by the Optionee, other than by will or the laws of descent and distribution. During the life of the Optionee, an Incentive Stock Option may be exercised only by the Optionee. The
Company’s compliance with a Domestic Relations Order, or the exercise of an Incentive Stock Option by a guardian or conservator appointed to act for the Optionee, shall not violate this Section 7(h). 
  
 (i) An Incentive Stock Option shall be treated as a
Nonstatutory Option if it remains exercisable after, and is not exercised within, the three-month period beginning with the Optionee’s Termination for any reason other than the Optionee’s death or disability (as defined in Section 22(e) of
the Code). In the case of Termination due to death, an Incentive Stock Option shall continue to be treated as an Incentive Stock Option if it remains exercisable after, and is not exercised within, the three-month period after the Optionee’s
Termination provided it is exercised before the Expiration Date. In the case of Termination due to disability, an Incentive Stock Option shall be treated as a Nonstatutory Option if it remains exercisable after, and is not exercised within, one year
after the Optionee’s Termination. 
  
 (j) An
Incentive Stock Option may only be modified by the Board. 
  

	8.	Stock Appreciation Rights, Stock Awards and Cash Awards 

  
 8.1 Stock Appreciation Rights. The following rules apply to SARs: 
  
 (a) General. SARs may be granted either alone, in addition to, or in tandem with other Awards
granted under this Plan. The Administrator may grant SARs to eligible participants subject to terms and conditions not inconsistent with this Plan and determined by the Administrator. The specific terms and conditions applicable to the Awardee shall
be provided for in the Award Agreement. SARs shall be exercisable, in whole or in part, at such times as the Administrator shall specify in the Award Agreement. The grant or vesting of a SAR may be made contingent on the achievement of Objectively
Determinable Performance Conditions. 
  
 (b)
Exercise of SARs. Upon the exercise of an SAR, in whole or in part, an Awardee shall be entitled to a payment in an amount equal to the excess of the Fair Market Value of a fixed number of Shares covered by the exercised portion of the
SAR on the date of exercise, over the Fair Market Value of the Shares covered by the exercised portion of the SAR on the Grant Date. The amount due to the Awardee upon 
  

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 the exercise of a SAR shall be paid in cash, Shares or a combination thereof, over the period or periods
specified in the Award Agreement. An Award Agreement may place limits on the amount that may be paid over any specified period or periods upon the exercise of a SAR, on an aggregate basis or as to any Awardee. A SAR shall be considered exercised
when the Company receives written notice of exercise in accordance with the terms of the Award Agreement from the person entitled to exercise the SAR. If a SAR has been granted in tandem with an Option, upon the exercise of the SAR, the number of
shares that may be purchased pursuant to the Option shall be reduced by the number of shares with respect to which the SAR is exercised. 
  
 (c) Nonassignability of SARs. Except as determined by the Administrator, no SAR shall be assignable or otherwise
transferable by the Awardee except by will or by the laws of descent and distribution. Notwithstanding anything herein to the contrary, SARs may be transferred and exercised in accordance with a Domestic Relations Order. 
  
 (d) Substitute SARs. The Board may cause the
Company to grant Substitute SARs in connection with the acquisition by the Company or an Affiliate of equity securities of any entity (including by merger) or all or a portion of the assets of any entity. Any such substitution shall be effective on
the effective date of the acquisition. Unless and to the extent specified otherwise by the Board, Substitute SARs shall have the same terms and conditions as the options they replace, except that (subject to the provisions of Section 9) Substitute
SARs shall be exercisable with respect to the Fair Market Value of Shares rather than equity securities of the granting entity and shall be on terms that, as determined by the Board in its sole and absolute discretion, properly reflects the
substitution. 
  
 (e) Repricings. A
SAR may not be repriced, replaced or regranted, through cancellation or modification without stockholder approval. 
  
 8.2 Stock Awards. The following rules apply to all Stock Awards: 
  
 (a) General. The specific terms and conditions of a Stock Award applicable to the Awardee
shall be provided for in the Award Agreement. The Award Agreement shall state the number of Shares that the Awardee shall be entitled to receive or purchase, the terms and conditions on which the Shares shall vest, the price to be paid, whether
Shares are to be delivered at the time of grant or at some deferred date specified in the Award Agreement, whether the Award is payable solely in Shares, cash or either and, if applicable, the time within which the Awardee must accept such offer.
The offer shall be accepted by execution of the Award Agreement. The Administrator may require that all Shares subject to a right of repurchase or risk of forfeiture be held in escrow until such repurchase right or risk of forfeiture lapses. The
grant or vesting of a Stock Award may be made contingent on the achievement of Objectively Determinable Performance Conditions. 
  

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 (b) Right of Repurchase. If so provided in the Award Agreement, Award
Shares acquired pursuant to a Stock Award may be subject to repurchase by the Company or an Affiliate if not vested in accordance with the Award Agreement. 
  
 (c) Form of Payment. The Administrator shall determine the acceptable form and method of payment for exercising a Stock
Award. Acceptable forms of payment for all Award Shares are cash, check or wire transfer, denominated in U.S. dollars except as specified by the Administrator for non-U.S. sub-plans. In addition, the Administrator may permit payment to be made by
any of the methods permitted with respect to the exercise of Options pursuant to Section 6.4. 
  
 (d) Nonassignability of Stock Awards. Except as determined by the Administrator, no Stock Award shall be assignable or
otherwise transferable by the Awardee except by will or by the laws of descent and distribution. Notwithstanding anything to the contrary herein, Stock Awards may be transferred and exercised in accordance with a Domestic Relations Order.

  
 (e) Substitute Stock Award. The
Board may cause the Company to grant Substitute Stock Awards in connection with the acquisition by the Company or an Affiliate of equity securities of any entity (including by merger) or all or a portion of the assets of any entity. Unless and to
the extent specified otherwise by the Board, Substitute Stock Awards shall have the same terms and conditions as the stock awards they replace, except that (subject to the provisions of Section 10) Substitute Stock Awards shall be Stock Awards to
purchase Shares rather than equity securities of the granting entity and shall have a Purchase Price that, as determined by the Board in its sole and absolute discretion, properly reflects the substitution. Any such Substituted Stock Award shall be
effective on the effective date of the acquisition. 
  
 5.3
Cash Awards. The following rules apply to all Cash Awards: 
  
 Cash Awards may be granted either alone, in addition to, or in tandem with other Awards granted under this Plan. After the Administrator determines that it will offer a Cash Award, it shall advise the Awardee, by means of an Award
Agreement, of the terms, conditions and restrictions related to the Cash Award. 
  

	9.	Exercise of Awards 

  
 9.1 In General. An Award shall be exercisable in accordance with this Plan and the Award Agreement under which it is granted. 
  
 9.2 Time of Exercise. Options and Stock Awards shall be considered
exercised when the Company receives: (a) written notice of exercise from the person entitled to exercise the Option or Stock Award, (b) full payment, or provision for payment, in a form and method approved by the Administrator, for the Shares for
which 
  

 15 








 the Option or Stock Award is being exercised, and (c) with respect to Nonstatutory Options, payment, or provision for
payment, in a form approved by the Administrator, of all applicable withholding taxes due upon exercise. An Award may not be exercised for a fraction of a Share. SARs shall be considered exercised when the Company receives written notice of the
exercise from the person entitled to exercise the SAR. 
  
 9.3
Issuance of Award Shares. The Company shall issue Award Shares in the name of the person properly exercising the Award. If the Awardee is that person and so requests, the Award Shares shall be issued in the name of the Awardee and the
Awardee’s spouse. The Company shall endeavor to issue Award Shares promptly after an Award is exercised or after the Grant Date of a Stock Award, as applicable. Until Award Shares are actually issued, as evidenced by the appropriate entry on
the stock register of the Company or its transfer agent, the Awardee will not have the rights of a stockholder with respect to those Award Shares, even though the Awardee has completed all the steps necessary to exercise the Award. No adjustment
shall be made for any dividend, distribution, or other right for which the record date precedes the date the Award Shares are issued, except as provided in Section 10. 
  
 6.4 Termination 
  
 (a) In General. Except as provided in an Award Agreement or in writing by the Administrator, including in an Award
Agreement, and as otherwise provided in Sections 9.4(b), (c), (d) and (e) after an Awardee’s Termination, the Awardee’s Awards shall be exercisable to the extent (but only to the extent) they are vested on the date of that Termination and
only during the three months after the Termination, but in no event after the Expiration Date. To the extent the Awardee does not exercise an Award within the time specified for exercise, the Award shall automatically terminate. 
  
 (b) Leaves of Absence. Unless otherwise
provided in the Award Agreement, no Award may be exercised more than three months after the beginning of a leave of absence, other than a personal or medical leave approved by an authorized representative of the Company with employment guaranteed
upon return. Awards shall not continue to vest during a leave of absence, unless otherwise determined by the Administrator with respect to an approved personal or medical leave with employment guaranteed upon return. 
  
 (c) Death or Disability. Unless otherwise
provided by the Administrator, if an Awardee’s Termination is due to death or disability (as determined by the Administrator with respect to all Awards other than Incentive Stock Options and as defined by Section 22(e) of the Code with respect
to Incentive Stock Options), all Awards of that Awardee to the extent exercisable at the date of that Termination may be exercised for one year after that Termination, but in no event after the Expiration Date. In the case of Termination due to
death, an Award may be exercised as provided in 
  

 16 








 Section 16. In the case of Termination due to disability, if a guardian or conservator has been appointed
to act for the Awardee and been granted this authority as part of that appointment, that guardian or conservator may exercise the Award on behalf of the Awardee. Death or disability occurring after an Awardee’s Termination shall not cause the
Termination to be treated as having occurred due to death or disability. To the extent an Award is not so exercised within the time specified for its exercise, the Award shall automatically terminate. 
  
 (d) Divestiture. If an Awardee’s
Termination is due to a Divestiture, the Board may take any one or more of the actions described in Section 10.3 or 10.4 with respect to the Awardee’s Awards. 
  
 (e) Administrator Discretion. Notwithstanding the provisions of Section 9.4 (a)-(e), the Plan
Administrator shall have complete discretion, exercisable either at the time an Award is granted or at any time while the Award remains outstanding, to: 
  
 (i) Extend the period of time for which the Award is to remain exercisable, following the Awardee’s Termination, from the limited
exercise period otherwise in effect for that Award to such greater period of time as the Administrator shall deem appropriate, but in no event beyond the Expiration Date; and/or 
  
 (ii) Permit the Award to be exercised, during the applicable post-Termination exercise period, not only with
respect to the number of vested Shares for which such Award may be exercisable at the time of the Awardee’s Termination but also with respect to one or more additional installments in which the Awardee would have vested had the Awardee not been
subject to Termination. 
  
 (f) Consulting
or Employment Relationship. Nothing in this Plan or in any Award Agreement, and no Award or the fact that Award Shares remain subject to repurchase rights, shall: (A) interfere with or limit the right of the Company or any Affiliate to
terminate the employment or consultancy of any Awardee at any time, whether with or without cause or reason, and with or without the payment of severance or any other compensation or payment, or (B) interfere with the application of any provision in
any of the Company’s or any Affiliate’s charter documents or Applicable Law relating to the election, appointment, term of office, or removal of a Director. 
  

	10.	Certain Transactions and Events 

  
 10.1 In General. Except as provided in this Section 10, no change in the capital structure of the Company, merger, sale or other disposition of
assets or a subsidiary, change in control, issuance by the Company of shares of any class of securities or securities convertible into shares of any class of securities, exchange or conversion of securities, or other transaction or event shall
require or be the occasion for any 
  

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 adjustments of the type described in this Section 10. Additional provisions with respect to the foregoing transactions
are set forth in Section 13.3. 
  
 10.2 Changes in Capital
Structure. In the event of any stock split, reverse stock split, recapitalization, combination or reclassification of stock, stock dividend, spin-off, or similar change to the capital structure of the Company (not including a Fundamental
Transaction or Change in Control), the Board shall make whatever adjustments it concludes are appropriate to: (a) the number and type of Awards that may be granted under this Plan, (b) the number and type of Options that may be granted to any
individual under this Plan, (c) the terms of any SAR, (d) the Purchase Price of any Stock Award, (e) the Option Price and number and class of securities issuable under each outstanding Option, and (f) the repurchase price of any securities
substituted for Award Shares that are subject to repurchase rights. The specific adjustments shall be determined by the Board. Unless the Board specifies otherwise, any securities issuable as a result of any such adjustment shall be rounded down to
the next lower whole security. The Board need not adopt the same rules for each Award or each Awardee. 
  
 10.3 Fundamental Transactions. In the event of (a) a merger or consolidation in which the Company is not the surviving corporation (other than a
merger or consolidation with a wholly-owned subsidiary, a reincorporation of the Company in a different jurisdiction, or other transaction in which there is no substantial change in the stockholders of the Company or their relative stock holdings
and the Awards granted under this Plan are assumed, converted or replaced by the successor corporation, which assumption shall be binding on all Participants), (b) a merger in which the Company is the surviving corporation but after which the
stockholders of the Company immediately prior to such merger (other than any stockholder that merges, or which owns or controls another corporation that merges, with the Company in such merger) cease to own their shares or other equity interest in
the Company, (c) the sale of all or substantially all of the assets of the Company, or (d) the acquisition, sale, or transfer of more than 50% of the outstanding shares of the Company by tender offer or similar transaction (each, a
“Fundamental Transaction”), any or all outstanding Awards may be assumed, converted or replaced by the successor corporation (if any), which assumption, conversion or replacement shall be binding on all participants under
this Plan. In the alternative, the successor corporation may substitute equivalent Awards or provide substantially similar consideration to participants as was provided to stockholders (after taking into account the existing provisions of the
Awards). The successor corporation may also issue, in place of outstanding Shares held by the participants, substantially similar shares or other property subject to repurchase restrictions no less favorable to the participant. In the event such
successor corporation (if any) does not assume or substitute Awards, as provided above, pursuant to a transaction described in this Subsection 10.3, the vesting with respect to such Awards shall fully and immediately accelerate or the repurchase
rights of the Company shall fully and immediately terminate, as the case may be, so that the Awards may be exercised or the repurchase rights shall terminate before, or otherwise 
  

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 in connection with the closing or completion of the Fundamental Transaction or event, but then terminate. Notwithstanding
anything in this Plan to the contrary, the Committee may, in its sole discretion, provide that the vesting of any or all Award Shares subject to vesting or right of repurchase shall accelerate or lapse, as the case may be, upon a transaction
described in this Section 10.3. If the Committee exercises such discretion with respect to Options, such Options shall become exercisable in full prior to the consummation of such event at such time and on such conditions as the Committee
determines, and if such Options are not exercised prior to the consummation of the Fundamental Transaction, they shall terminate at such time as determined by the Committee. Subject to any greater rights granted to participants under the foregoing
provisions of this Section 10.3, in the event of the occurrence of any Fundamental Transaction, any outstanding Awards shall be treated as provided in the applicable agreement or plan of merger, consolidation, dissolution, liquidation, or sale of
assets. 
  
 10.4 Changes of Control. The Board may also,
but need not, specify that other transactions or events constitute a “Change in Control”. The Board may do that either before or after the transaction or event occurs. Examples of transactions or events that the Board may
treat as Changes of Control are: (a) any person or entity, including a “group” as contemplated by Section 13(d)(3) of the Exchange Act, acquires securities holding 30% or more of the total combined voting power or value of the Company, or
(b) as a result of or in connection with a contested election of Company Directors, the persons who were Company Directors immediately before the election cease to constitute a majority of the Board. In connection with a Change in Control,
notwithstanding any other provision of this Plan, the Board may, but need not, take any one or more of the actions described in Section 10.3. In addition, the Board may extend the date for the exercise of Awards (but not beyond their original
Expiration Date). The Board need not adopt the same rules for each Award or each Awardee. Notwithstanding anything in this Plan to the contrary, in the event of an Involuntary Termination of services for any reason other than death, disability or
Cause, within 12 months following the consummation of a Fundamental Transaction or Change in Control, any Awards, assumed or substituted in a Fundamental Transaction or Change in Control, which are subject to vesting conditions and/or the right of
repurchase in favor of the Company or a successor entity, shall accelerate fully so that such Award Shares are immediately exercisable upon Termination or, if subject to the right of repurchase in favor of the Company, such repurchase rights shall
lapse as of the date of Termination. Such Awards shall be exercisable for a period of three (3) months following termination. 
  
 10.5 Divestiture. If the Company or an Affiliate sells or otherwise transfers equity securities of an Affiliate to a person or entity other than
the Company or an Affiliate, or leases, exchanges or transfers all or any portion of its assets to such a person or entity, then the Board may specify that such transaction or event constitutes a “Divestiture”. In connection
with a Divestiture, notwithstanding any other provision of this Plan, the Board may, but need not, take one or more of the actions described in 
  

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 Section 10.3 or 10.4 with respect to Awards of Award Shares held by, for example, Employees, Directors or Consultants for
whom that transaction or event results in a Termination. The Board need not adopt the same rules for each Award or Awardee. 
  
 10.6 Dissolution. If the Company adopts a plan of dissolution, the Board may cause Awards to be fully vested and exercisable (but not after their
Expiration Date) before the dissolution is completed but contingent on its completion and may cause the Company’s repurchase rights on Award Shares to lapse upon completion of the dissolution. The Board need not adopt the same rules for each
Award or each Awardee. Notwithstanding anything herein to the contrary, in the event of a dissolution of the Company, to the extent not exercised before the earlier of the completion of the dissolution or their Expiration Date, Awards shall
terminate immediately prior to the dissolution. 
  
 10.7
Cut-Back to Preserve Benefits. If the Administrator determines that the net after-tax amount to be realized by any Awardee, taking into account any accelerated vesting, termination of repurchase rights, or cash payments to that Awardee in
connection with any transaction or event set forth in this Section 10 would be greater if one or more of those steps were not taken or payments were not made with respect to that Awardee’s Awards or Award Shares, then, at the election of the
Awardee, to such extent, one or more of those steps shall not be taken and payments shall not be made. 
  

	11.	Withholding and Tax Reporting 

  
 11.1 Tax Withholding Alternatives 
  
 (a) General. Whenever Award Shares are issued or become free of restrictions, the Company may require the Awardee to remit
to the Company an amount sufficient to satisfy any applicable tax withholding requirement, whether the related tax is imposed on the Awardee or the Company. The Company shall have no obligation to deliver Award Shares or release Award Shares from an
escrow or permit a transfer of Award Shares until the Awardee has satisfied those tax withholding obligations. Whenever payment in satisfaction of Awards is made in cash, the payment will be reduced by an amount sufficient to satisfy all tax
withholding requirements. 
  
 (b) Method of
Payment. The Awardee shall pay any required withholding using the forms of consideration described in Section 6.4(b), except that, in the discretion of the Administrator, the Company may also permit the Awardee to use any of the forms of
payment described in Section 6.4(c). The Administrator, in its sole discretion, may also permit Award Shares to be withheld to pay required withholding. If the Administrator permits Award Shares to be withheld, the Fair Market Value of the

  

 20 








 Award Shares withheld, as determined as of the date of withholding, shall not exceed the amount
determined by the applicable minimum statutory withholding rates. 
  
 11.2 Reporting of Dispositions. Any holder of Option Shares acquired under an Incentive Stock Option shall promptly notify the Administrator, following such procedures as the Administrator may require, of the sale or other
disposition of any of those Option Shares if the disposition occurs during: (a) the longer of two years after the Grant Date of the Incentive Stock Option and one year after the date the Incentive Stock Option was exercised, or (b) such other period
as the Administrator has established. 
  

	12.	Compliance with Law 

  
 The grant of Awards and the issuance and subsequent transfer of Award Shares shall be subject to compliance with all Applicable Law, including all
applicable securities laws. Awards may not be exercised, and Award Shares may not be transferred, in violation of Applicable Law. Thus, for example, Awards may not be exercised unless: (a) a registration statement under the Securities Act is then in
effect with respect to the related Award Shares, or (b) in the opinion of legal counsel to the Company, those Award Shares may be issued in accordance with an applicable exemption from the registration requirements of the Securities Act and any
other applicable securities laws. The failure or inability of the Company to obtain from any regulatory body the authority considered by the Company’s legal counsel to be necessary or useful for the lawful issuance of any Award Shares or their
subsequent transfer shall relieve the Company of any liability for failing to issue those Award Shares or permitting their transfer. As a condition to the exercise of any Award or the transfer of any Award Shares, the Company may require the Awardee
to satisfy any requirements or qualifications that may be necessary or appropriate to comply with or evidence compliance with any Applicable Law. 
  

	13.	Amendment or Termination of this Plan or Outstanding Awards 

  
 13.1 Amendment and Termination. The Board may at any time amend, suspend, or terminate this Plan. 
  
 13.2 Stockholder Approval. The Company shall obtain the approval of
the Company’s stockholders for any amendment to this Plan if stockholder approval is necessary or desirable to comply with any Applicable Law or with the requirements applicable to the grant of Awards intended to be Incentive Stock Options. The
Board may also, but need not, require that the Company’s stockholders approve any other amendments to this Plan. 
  
 13.3 Effect. No amendment, suspension, or termination of this Plan, and no modification of any Award even in the absence of an amendment,
suspension, or 
  

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 termination of this Plan, shall impair any existing contractual rights of any Awardee unless the affected Awardee
consents to the amendment, suspension, termination, or modification. Notwithstanding anything herein to the contrary, no such consent shall be required if the Board determines, in its sole and absolute discretion, that the amendment, suspension,
termination, or modification: (a) is required or advisable in order for the Company, this Plan or the Award to satisfy Applicable Law, to meet the requirements of any accounting standard or to avoid any adverse accounting treatment, or (b) in
connection with any transaction or event described in Section 10, is in the best interests of the Company or its stockholders. The Board may, but need not, take the tax or accounting consequences to affected Awardees into consideration in acting
under the preceding sentence. Those decisions shall be final, binding and conclusive. Termination of this Plan shall not affect the Administrator’s ability to exercise the powers granted to it under this Plan with respect to Awards granted
before the termination of Award Shares issued under such Awards even if those Award Shares are issued after the termination. 
  

	14.	Reserved Rights 

  
 14.1 Nonexclusivity of this Plan. This Plan shall not limit the power of the Company or any Affiliate to adopt other incentive arrangements
including, for example, the grant or issuance of stock options, stock, or other equity-based rights under other plans. 
  
 14.2 Unfunded Plan. This Plan shall be unfunded. Although bookkeeping accounts may be established with respect to Awardees, any such accounts will
be used merely as a convenience. The Company shall not be required to segregate any assets on account of this Plan, the grant of Awards, or the issuance of Award Shares. The Company and the Administrator shall not be deemed to be a trustee of stock
or cash to be awarded under this Plan. Any obligations of the Company to any Awardee shall be based solely upon contracts entered into under this Plan, such as Award Agreements. No such obligations shall be deemed to be secured by any pledge or
other encumbrance on any assets of the Company. Neither the Company nor the Administrator shall be required to give any security or bond for the performance of any such obligations. 
  

	15.	Special Arrangements Regarding Award Shares 

  
 15.1 Escrow of Stock Certificates. To enforce any restrictions on Award Shares, the Administrator may require their holder to deposit the
certificates representing Award Shares, with stock powers or other transfer instruments approved by the Administrator endorsed in blank, with the Company or an agent of the Company to hold in escrow until the restrictions have lapsed or terminated.
The Administrator may also cause a legend or legends referencing the restrictions to be placed on the certificates. 
  

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 15.2 Repurchase Rights 
  
 (a) General. If a Stock Award is subject to vesting conditions, the Company shall have
the right, during the seven months after the Awardee’s Termination, to repurchase any or all of the Award Shares that were unvested as of the date of that Termination. The repurchase price shall be determined by the Administrator in accordance
with this Section 15.2 which shall be either (i) the Purchase Price for the Award Shares (minus the amount of any cash dividends paid or payable with respect to the Award Shares for which the record date precedes the repurchase) or (ii) the lower of
(A) the Purchase Price for the Shares or (B) the Fair Market Value of those Award Shares as of the date of the Termination. The repurchase price shall be paid in cash. The Company may assign this right of repurchase. 
  
 (b) Procedure. The Company or its assignee may
choose to give the Awardee a written notice of exercise of its repurchase rights under this Section 15.2. However, the Company’s failure to give such a notice shall not affect its rights to repurchase Award Shares. The Company must, however,
tender the repurchase price during the period specified in this Section 15.2 for exercising its repurchase rights in order to exercise such rights. 
  

	16.	Beneficiaries 

  
 An Awardee may file a written designation of one or more beneficiaries who are to receive the Awardee’s rights under the Awardee’s Awards after
the Awardee’s death. An Awardee may change such a designation at any time by written notice. If an Awardee designates a beneficiary, the beneficiary may exercise the Awardee’s Awards after the Awardee’s death. If an Awardee dies when
the Awardee has no living beneficiary designated under this Plan, the Company shall allow the executor or administrator of the Awardee’s estate to exercise the Award or, if there is none, the person entitled to exercise the Option under the
Awardee’s will or the laws of descent and distribution. In any case, no Award may be exercised after its Expiration Date. 
  

	17.	Miscellaneous 

  
 17.1 Governing Law. This Plan, the Award Agreements and all other agreements entered into under this Plan, and all actions taken under this Plan or
in connection with Awards or Award Shares, shall be governed by the laws of the State of Delaware. 
  
 17.2 Determination of Value. Fair Market Value shall be determined as follows: 
  

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 (a) Listed Stock. If the Shares are traded on any established stock
exchange or quoted on a national market system, Fair Market Value shall be the closing sales price for the Shares as quoted on that stock exchange or system for the date the value is to be determined (the “Value Date”) as
reported in TheWall Street Journal or a similar publication. If no sales are reported as having occurred on the Value Date, Fair Market Value shall be that closing sales price for the last preceding trading day on which sales of Shares
are reported as having occurred. If no sales are reported as having occurred during the five trading days before the Value Date, Fair Market Value shall be the closing bid for Shares on the Value Date. If Shares are listed on multiple exchanges or
systems, Fair Market Value shall be based on sales or bid prices on the primary exchange or system on which Shares are traded or quoted. 
  
 (b) Stock Quoted by Securities Dealer. If Shares are regularly quoted by a recognized securities dealer but selling prices
are not reported on any established stock exchange or quoted on a national market system, Fair Market Value shall be the mean between the high bid and low asked prices on the Value Date. If no prices are quoted for the Value Date, Fair Market Value
shall be the mean between the high bid and low asked prices on the last preceding trading day on which any bid and asked prices were quoted. 
  
 (c) No Established Market. If Shares are not traded on any established stock exchange or quoted on a national market system
and are not quoted by a recognized securities dealer, the Administrator (following guidelines established by the Board or Committee) will determine Fair Market Value in good faith. The Administrator will consider the following factors, and any
others it considers significant, in determining Fair Market Value: (i) the price at which other securities of the Company have been issued to purchasers other than Employees, Directors, or Consultants, (ii) the Company’s stockholder’s
equity, prospective earning power, dividend-paying capacity, and non-operating assets, if any, and (iii) any other relevant factors, including the economic outlook for the Company and the Company’s industry, the Company’s position in that
industry, the Company’s goodwill and other intellectual property, and the values of securities of other businesses in the same industry. 
  
 17.3 Reservation of Shares. During the term of this Plan, the Company shall at all times reserve and keep available such number of Shares as are
still issuable under this Plan. 
  
 17.4 Electronic
Communications. Any Award Agreement, notice of exercise of an Award, or other document required or permitted by this Plan may be delivered in writing or, to the extent determined by the Administrator, electronically. Signatures may also be
electronic if permitted by the Administrator. 
  

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 17.5 Notices. Unless the Administrator specifies otherwise, any notice to the Company under any
Option Agreement or with respect to any Awards or Award Shares shall be in writing (or, if so authorized by Section 17.4, communicated electronically), shall be addressed to the Secretary of the Company, and shall only be effective when received by
the Secretary of the Company. 
  
  

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