EXHIBIT 10.1 

YELP INC. 

2012 EQUITY INCENTIVE PLAN


ADOPTED BY THE BOARD OF DIRECTORS:
JANUARY 25, 2012 
APPROVED BY THE STOCKHOLDERS: FEBRUARY 24, 2012 
IPO
DATE/EFFECTIVE DATE: MARCH 1, 2012 
AMENDED BY THE BOARD OF DIRECTORS:
JANUARY 30, 2013 
APPROVED BY THE STOCKHOLDERS: JUNE 5, 2013 
AMENDED BY
THE BOARD OF DIRECTORS: JANUARY  27, 2016 
APPROVED BY THE STOCKHOLDERS: APRIL
13, 2016 

1. GENERAL. 

(a) Successor to and Continuation of
Prior Plan. The Plan is intended as the
successor to and continuation of the Yelp! 2011 Equity Incentive Plan, as
amended (the “Prior
Plan”). From and after 12:01 a.m. Pacific
time on the Effective Date, no additional stock awards will be granted under the
Prior Plan. All Awards granted on or after 12:01 a.m. Pacific Time on the
Effective Date will be granted under this Plan. All stock awards granted under
the Prior Plan will remain subject to the terms of the Prior Plan.

(i) Any shares that would otherwise remain available for future grants under
the Prior Plan as of 12:01 a.m. Pacific Time on the Effective Date (the
“Prior Plan’s Available
Reserve”) will cease to be available
under the Prior Plan at such time. Instead, that number of shares of Common
Stock equal to the Prior Plan’s Available Reserve will be added to the Share
Reserve (as further described in Section 3(a) below) and be then immediately
available for grants and issuance pursuant to Stock Awards hereunder, up to the
maximum number set forth in Section 3(a) below.

(ii) In addition, from and after 12:01 a.m. Pacific time on the Effective
Date, with respect to the aggregate number of shares subject, at such time, to
outstanding stock awards granted under either the Prior Plan or the Yelp! Inc.
Amended and Restated 2005 Equity Incentive Plan that would, but for the
operation of this sentence, subsequently return to the share reserve of the
Prior Plan by operation of Sections 1(a) and 3(a) of the Prior Plan (such shares
the “Returning Shares”), such shares will not return to the reserve of the Prior
Plan, and instead that number of shares of Common Stock equal to the Returning
Shares will immediately be added to the Share Reserve (as further described in
Section 3(a) below) as and when the such a share becomes a Returning Share, up
to the maximum number set forth in Section 3(a) below.

(b) Eligible Award Recipients.
Employees, Directors and Consultants are
eligible to receive awards.

(c) Available
Awards. The Plan provides for the grant of
the following Awards: (i) Incentive Stock Options, (ii) Nonstatutory Stock
Options, (iii) Stock Appreciation Rights (iv) Restricted Stock Awards, (v)
Restricted Stock Unit Awards, (vi) Performance Stock Awards, (vii) Performance
Cash Awards, and (viii) Other Stock Awards.

(d) Purpose. This Plan, through the granting of Awards, is intended to help
the Company secure and retain the services of eligible award recipients, provide
incentives for such persons to exert maximum efforts for the success of the
Company and any Affiliate, and provide a means by which the eligible recipients
may benefit from increases in value of the Common Stock.

2. ADMINISTRATION.

(a) Administration by Board.
The Board will administer the Plan. The Board
may delegate administration of the Plan to a Committee or Committees, as
provided in Section 2(c).


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(b) Powers of Board.
The Board will have the power, subject to,
and within the limitations of, the express provisions of the Plan:

(i) To determine: (A) who will be granted Awards; (B) when and how each Award
will be granted; (C) what type of Award will be granted; (D) the provisions of
each Award (which need not be identical), including when a person will be
permitted to exercise or otherwise receive cash or Common Stock under the Award;
(E) the number of shares of Common Stock subject to, or the cash value of, an
Award; and (F) the Fair Market Value applicable to a Stock Award.

(ii) To construe and interpret the Plan and Awards granted under it, and to
establish, amend and revoke rules and regulations for administration of the Plan
and Awards. The Board, in the exercise of these powers, may correct any defect,
omission or inconsistency in the Plan or in any Award Agreement or in the
written terms of a Performance Cash Award, in a manner and to the extent it will
deem necessary or expedient to make the Plan or Award fully
effective.

(iii) To settle all controversies regarding the Plan and Awards granted under
it.

(iv) To accelerate, in whole or in part, the time at which an Award may be
exercised or vest (or at which cash or shares of Common Stock may be
issued).

(v) To suspend or terminate the Plan at any time. Except as otherwise
provided in the Plan or an Award Agreement, suspension or termination of the
Plan will not materially impair a Participant’s rights under his or her
then-outstanding Award without his or her written consent.

(vi) To amend the Plan in any respect the Board deems necessary or advisable,
including, without limitation, by adopting amendments relating to Incentive
Stock Options and certain nonqualified deferred compensation under Section 409A
of the Code and/or to bring the Plan or Awards granted under the Plan into
compliance therewith, subject to the limitations, if any, of applicable law. If
required by applicable law or listing requirements, and except as provided in
Section 9(a) relating to Capitalization Adjustments, the Company will seek
stockholder approval of any amendment of the Plan that (A) materially increases
the number of shares of Common Stock available for issuance under the Plan, (B)
materially expands the class of individuals eligible to receive Awards under the
Plan, (C) materially increases the benefits accruing to Participants under the
Plan, (D) materially reduces the price at which shares of Common Stock may be
issued or purchased under the Plan, (E) materially extends the term of the Plan,
or (F) materially expands the types of Awards available for issuance under the
Plan. Except as otherwise provided in the Plan or an Award Agreement, no
amendment of the Plan will materially impair that Participant’s rights under an
outstanding Award without his or her written consent.

(vii) To submit any amendment to the Plan for stockholder approval, including,
but not limited to, amendments to the Plan intended to satisfy the requirements
of (A) Section 162(m) of the Code regarding the exclusion of performance-based
compensation from the limit on corporate deductibility of compensation paid to
Covered Employees, (B) Section 422 of the Code regarding “incentive stock
options” or (C) Rule 16b-3.

(viii) To approve forms of Award Agreements for use under the Plan and to amend
the terms of any one or more outstanding Awards. Except with respect to
amendments that disqualify or impair the status of an Incentive Stock Option or
as otherwise provided in the Plan or an Award Agreement, no amendment of an
outstanding Award will materially impair that Participant’s rights under his or
her outstanding Award without his or her written consent. To be clear, unless
prohibited by applicable law, the Board may amend the terms of an Award without
the affected Participant’s consent if necessary (A) to maintain the qualified
status of the Award as an Incentive Stock Option, (B) to clarify the manner of
exemption from, or to bring the Award into compliance with, Section 409A of the
Code, or (C) to comply with other applicable laws.

(ix) Generally, to exercise such powers and to perform such acts as the Board
deems necessary or expedient to promote the best interests of the Company and
that are not in conflict with the provisions of the Plan or Awards.

(x) To adopt such procedures and sub-plans as are necessary or appropriate to
permit participation in the Plan by Employees, Directors or Consultants who are
foreign nationals or employed outside the United States.


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(xi) To effect, with the consent of any adversely affected Participant, (A)
the reduction of the exercise, purchase or strike price of any outstanding Stock
Award; (B) the cancellation of any outstanding Stock Award and the grant in
substitution therefor of a new (1) Option or SAR, (2) Restricted Stock Award,
(3) Restricted Stock Unit Award, (4) Other Stock Award, (5) cash award and/or
(6) award of other valuable consideration determined by the Board, in its sole
discretion, with any such substituted award (x) covering the same or a different
number of shares of Common Stock as the cancelled Stock Award and (y) granted
under the Plan or another equity or compensatory plan of the Company; or (C) any
other action that is treated as a repricing under generally accepted accounting
principles.

(c) Delegation to Committee.


(i) General. The Board may delegate some or all of the administration of
the Plan to a Committee or Committees. If administration of the Plan is
delegated to a Committee, the Committee will have, in connection with the
administration of the Plan, the powers theretofore possessed by the Board that
have been delegated to the Committee, including the power to delegate to a
subcommittee of the Committee any of the administrative powers the Committee is
authorized to exercise (and references in this Plan to the Board will thereafter
be to the Committee or subcommittee). Any delegation of administrative powers
will be reflected in resolutions, not inconsistent with the provisions of the
Plan, adopted from time to time by the Board or Committee (as applicable). The
Board may retain the authority to concurrently administer the Plan with the
Committee and may, at any time, revest in the Board some or all of the powers
previously delegated.

(ii) Section 162(m) and Rule 16b-3
Compliance. The Committee may consist solely
of two or more Outside Directors, in accordance with Section 162(m) of the Code,
or solely of two or more Non-Employee Directors, in accordance with Rule
16b-3.

(d) Delegation to an
Officer. The Board may delegate to one (1) or
more Officers the authority to do one or both of the following (i) designate
Employees who are not Officers to be recipients of Options and SARs (and, to the
extent permitted by applicable law, other Stock Awards) and, to the extent
permitted by applicable law, the terms of such rights and options, and (ii)
determine the number of shares of Common Stock to be subject to such Stock
Awards granted to such Employees; provided,
however, that the Board resolutions regarding
such delegation will specify the total number of shares of Common Stock that may
be subject to the Stock Awards granted by such Officer and that such Officer may
not grant a Stock Award to himself or herself. Any such Stock Awards will be
granted on the form of Stock Award Agreement most recently approved for use by
the Committee or the Board, unless otherwise provided in the resolutions
approving the delegation authority. The Board may not delegate authority to an
Officer who is acting solely in the capacity of an Officer (and not also as a
Director) to determine the Fair Market Value pursuant to Section 13(x)(iii)
below.

(e) Effect of Board’s
Decision. All determinations, interpretations
and constructions made by the Board in good faith will not be subject to review
by any person and will be final, binding and conclusive on all
persons.


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3. SHARES SUBJECT TO THE
PLAN.

(a) Share Reserve. Subject to Section 9(a) relating to Capitalization
Adjustments, and the following sentence regarding the annual increase, the
aggregate number of shares of Common Stock that may be issued pursuant to Stock
Awards will not exceed 28,590,061 (the “Share Reserve”), which number is
the sum of (i) the 3,575,500 shares that were initially reserved for issuance
and approved by stockholders on February 24, 2012; (ii) the 2,540,210 shares
subject to the January 1, 2013 annual increase; (iii) the 2,000,000 shares that
were approved by stockholders on June 5, 2013, the date of the Company’s 2013
Annual Meeting of Stockholders; (iv) the 2,834,979 shares subject to the January
1, 2014 annual increase; (v) the 1,458,411 shares subject to the January 1, 2015
annual increase; (vi) the 3,039,312 shares subject to the January 1, 2016 annual
increase; (vii) the 3,000,000 shares that were approved by stockholders on April
13, 2016, the date of the Company’s 2016 Annual Meeting of Stockholders; (viii)
the 146,739 shares subject to the Prior Plan’s Available Reserve; and (ix) the
number of shares that are Returning Shares, as such shares become available from
time to time, in an amount not to exceed 9,994,910 shares. In addition, the
Share Reserve will automatically increase on January 1st of each
year, for a period of not more than six years, commencing on January 1, 2017 and
ending on (and including) January 1, 2022, in an amount equal to 7.0% of the
total number of shares of Capital Stock outstanding on December 31st of the
preceding calendar year. Notwithstanding the foregoing, the Board may act prior
to January 1st of a given year to provide that there will be no
January 1st increase in the Share
Reserve for such year or that the increase in the Share Reserve for such year
will be a lesser number of shares of Common Stock than would otherwise occur
pursuant to the preceding sentence. For clarity, the Share Reserve in this
Section 3(a) is a limitation on the number of shares of Common Stock that may be
issued pursuant to the Plan. Accordingly, this Section 3(a) does not limit the
granting of Stock Awards except as provided in Section 7(a). Shares may be
issued in connection with a merger or acquisition as permitted by NASDAQ Listing
Rule 5635(c) or, if applicable, NYSE Listed Company Manual Section 303A.08, AMEX
Company Guide Section 711 or other applicable rule, and such issuance will not
reduce the number of shares available for issuance under the Plan.

(b) Reversion of Shares to the Share
Reserve. If a Stock Award or any portion
thereof (i) expires or otherwise terminates without all of the shares covered by
such Stock Award having been issued or (ii) is settled in cash (i.e., the Participant
receives cash rather than stock), such expiration, termination or settlement
will not reduce (or otherwise offset) the number of shares of Common Stock that
may be available for issuance under the Plan. If any shares of Common Stock
issued pursuant to a Stock Award are forfeited back to or repurchased by the
Company because of the failure to meet a contingency or condition required to
vest such shares in the Participant, then the shares that are forfeited or
repurchased will revert to and again become available for issuance under the
Plan. Any shares reacquired by the Company in satisfaction of tax withholding
obligations on a Stock Award or as consideration for the exercise or purchase
price of a Stock Award will again become available for issuance under the
Plan.


(c) Incentive Stock Option Limit.
Subject to the provisions of Section 9(a)
relating to Capitalization Adjustments, the aggregate maximum number of shares
of Common Stock that may be issued pursuant to the exercise of Incentive Stock
Options will be 27,500,000 shares of Common Stock.

(d) Section 162(m)
Limitations. Subject to the provisions of
Section 9(a) relating to Capitalization Adjustments, at such time as the Company
may be subject to the applicable provisions of Section 162(m) of the Code: (i) a
maximum of 2,000,000 shares of Common Stock subject to Options, SARs and Other
Stock Awards whose value is determined by reference to an increase over an
exercise or strike price of at least 100% of the Fair Market Value on the date
the Stock Award is granted may be granted to any one Participant during any one
calendar year, (ii) a maximum of 2,000,000 shares of Common Stock subject to
Performance Stock Awards may be granted to any one Participant during any one
calendar year (whether the grant, vesting or exercise is contingent upon the
attainment during the Performance Period of the Performance Goals) and (iii) a
maximum of $2,000,000 may be granted as a Performance Cash Award to any one
Participant during any one calendar year.

(e) Source of Shares.
The stock issuable under the Plan will be
shares of authorized but unissued or reacquired Common Stock, including shares
repurchased by the Company on the open market or otherwise.


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4. ELIGIBILITY.

(a) Eligibility for Specific Stock
Awards. Incentive Stock Options may be
granted only to employees of the Company or a “parent corporation” or
“subsidiary corporation” thereof (as such terms are defined in Sections 424(e)
and 424(f) of the Code). Stock Awards other than Incentive Stock Options may be
granted to Employees, Directors and Consultants; provided, however, that Stock Awards
may not be granted to Employees, Directors and Consultants who are providing
Continuous Service only to any “parent” of the Company, as such term is defined
in Rule 405 of the Securities Act, unless (i) the stock underlying such Stock
Awards is treated as “service recipient stock” under Section 409A of the Code
(for example, because the Stock Awards are granted pursuant to a corporate
transaction such as a spin off transaction), (ii) the Company, in connection
with its legal counsel, has determined that such Stock Awards are otherwise
exempt from Section 409A of the Code, or (iii) the Company, in connection with
its legal counsel, has determined that such Stock Awards comply with the
distribution requirements of Section 409A of the Code.

(b) Ten Percent Stockholders.
A Ten Percent Stockholder will not be granted
an Incentive Stock Option unless the exercise price of such Option is at least
110% of the Fair Market Value on the date of grant and the Option is not
exercisable after the expiration of five years from the date of
grant.

5. PROVISIONS RELATING TO OPTIONS
AND STOCK APPRECIATION RIGHTS.

Each Option or SAR will be in such form
and will contain such terms and conditions as the Board deems appropriate. All
Options will be separately designated Incentive Stock Options or Nonstatutory
Stock Options at the time of grant, and, if certificates are issued, a separate
certificate or certificates will be issued for shares of Common Stock purchased
on exercise of each type of Option. If an Option is not specifically designated
as an Incentive Stock Option, or if an Option is designated as an Incentive
Stock Option but some portion or all of the Option fails to qualify as an
Incentive Stock Option under the applicable rules, then the Option (or portion
thereof) will be a Nonstatutory Stock Option. The provisions of separate Options
or SARs need not be identical; provided,
however, that each Award Agreement will
conform to (through incorporation of provisions hereof by reference in the
applicable Award Agreement or otherwise) the substance of each of the following
provisions:

(a) Term. Subject to the provisions of Section 4(b) regarding Ten Percent
Stockholders, no Option or SAR will be exercisable after the expiration of ten
years from the date of its grant or such shorter period specified in the Award
Agreement.

(b) Exercise Price. Subject to the provisions of Section 4(b) regarding Ten
Percent Stockholders, the exercise or strike price of each Option or SAR will be
not less than 100% of the Fair Market Value of the Common Stock subject to the
Option or SAR on the date the Award is granted. Notwithstanding the foregoing,
an Option or SAR may be granted with an exercise or strike price lower than 100%
of the Fair Market Value of the Common Stock subject to the Award if such Award
is granted pursuant to an assumption of or substitution for another option or
stock appreciation right pursuant to a Corporate Transaction and in a manner
consistent with the provisions of Section 409A and, if applicable, Section
424(a) of the Code. Each SAR will be denominated in shares of Common Stock
equivalents.


(c) Purchase Price for Options.
The purchase price of Common Stock acquired
pursuant to the exercise of an Option may be paid, to the extent permitted by
applicable law and as determined by the Board in its sole discretion, by any
combination of the methods of payment set forth below. The Board will have the
authority to grant Options that do not permit all of the following
methods of payment (or otherwise restrict the ability to use certain methods)
and to grant Options that require the consent of the Company to use a particular
method of payment. The permitted methods of payment are as follows:

(i) by cash, check, bank draft or money order payable to the
Company;

(ii) pursuant to a program developed under Regulation T as promulgated by the
Federal Reserve Board that, prior to the issuance of the stock subject to the
Option, results in either the receipt of cash (or check) by the Company or the
receipt of irrevocable instructions to pay the aggregate exercise price to the
Company from the sales proceeds;

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(iii) by delivery to the Company (either by actual delivery or attestation) of
shares of Common Stock;

(iv) if an option is a Nonstatutory Stock Option, by a “net exercise”
arrangement pursuant to which the Company will reduce the number of shares of
Common Stock issuable upon exercise by the largest whole number of shares with a
Fair Market Value that does not exceed the aggregate exercise price;
provided, however, that the Company will accept a cash or other payment from the
Participant to the extent of any remaining balance of the aggregate exercise
price not satisfied by such reduction in the number of whole shares to be
issued. Shares of Common Stock will no longer be subject to an Option and will
not be exercisable thereafter to the extent that (A) shares issuable upon
exercise are reduced to pay the exercise price pursuant to the “net exercise,”
(B) shares are delivered to the Participant as a result of such exercise, and
(C) shares are withheld to satisfy tax withholding obligations; or

(v) in any other form of legal consideration that may be acceptable to the
Board and specified in the applicable Award Agreement.

(d) Exercise and Payment of a
SAR. To exercise any outstanding SAR, the
Participant must provide written notice of exercise to the Company in compliance
with the provisions of the Stock Appreciation Right Agreement evidencing such
SAR. The appreciation distribution payable on the exercise of a SAR will be not
greater than an amount equal to the excess of (A) the aggregate Fair Market
Value (on the date of the exercise of the SAR) of a number of shares of Common
Stock equal to the number of Common Stock equivalents in which the Participant
is vested under such SAR, and with respect to which the Participant is
exercising the SAR on such date, over (B) the strike price. The appreciation
distribution may be paid in Common Stock, in cash, in any combination of the two
or in any other form of consideration, as determined by the Board and contained
in the Award Agreement evidencing such SAR.

(e) Transferability of Options and
SARs. The Board may, in its sole discretion,
impose such limitations on the transferability of Options and SARs as the Board
will determine. In the absence of such a determination by the Board to the
contrary, the following restrictions on the transferability of Options and SARs
will apply:

(i) Restrictions on Transfer.
An Option or SAR will not be transferable
except by will or by the laws of descent and distribution (or pursuant to
subsections (ii) and (iii) below), and will be exercisable during the lifetime
of the Participant only by the Participant. The Board may permit transfer of the
Option or SAR in a manner that is not prohibited by applicable tax and
securities laws. Except as explicitly provided herein, neither an Option nor a
SAR may be transferred for consideration.

(ii) Domestic Relations Orders.
Subject to the approval of the Board or a
duly authorized Officer, an Option or SAR may be transferred pursuant to the
terms of a domestic relations order or official marital settlement agreement. If
an Option is an Incentive Stock Option, such Option may be deemed to be a
Nonstatutory Stock Option as a result of such transfer.

(iii) Beneficiary Designation.
Subject to the approval of the Board or a
duly authorized Officer, a Participant may, by delivering written notice to the
Company, in a form approved by the Company (or the designated broker), designate
a third party who, on the death of the Participant, will thereafter be entitled
to exercise the Option or SAR and receive the Common Stock or other
consideration resulting from such exercise. In the absence of such a
designation, the executor or administrator of the Participant’s estate will be
entitled to exercise the Option or SAR and receive the Common Stock or other
consideration resulting from such exercise. However, the Company may prohibit
designation of a beneficiary at any time, including due to any conclusion by the
Company that such designation would be inconsistent with the provisions of
applicable laws.

(f) Vesting Generally.
The total number of shares of Common Stock
subject to an Option or SAR may vest and therefore become exercisable in
periodic installments that may or may not be equal. The Option or SAR may be
subject to such other terms and conditions on the time or times when it may or
may not be exercised (which may be based on the satisfaction of Performance
Goals or other criteria) as the Board may deem appropriate. The vesting
provisions of individual Options or SARs may vary. The provisions of this
Section 5(f) are subject to any Option or SAR provisions governing the minimum
number of shares of Common Stock as to which an Option or SAR may be
exercised.

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(g) Termination of Continuous
Service. Except as otherwise provided in the
applicable Award Agreement or other agreement between the Participant and the
Company, if a Participant’s Continuous Service terminates (other than for Cause
and other than upon the Participant’s death or Disability), the Participant may
exercise his or her Option or SAR (to the extent that the Participant was
entitled to exercise such Award as of the date of termination of Continuous
Service) within the period of time ending on the earlier of (i) the date three
months following the termination of the Participant’s Continuous Service and
(ii) the expiration of the term of the Option or SAR as set forth in the Award
Agreement. If, after termination of Continuous Service, the Participant does not
exercise his or her Option or SAR within the applicable time frame, the Option
or SAR will terminate.

(h) Extension of Termination
Date. If the exercise of an Option or SAR
following the termination of the Participant’s Continuous Service (other than
for Cause and other than upon the Participant’s death or Disability) would be
prohibited at any time solely because the issuance of shares of Common Stock
would violate the registration requirements under the Securities Act, then the
Option or SAR will terminate on the earlier of (i) the expiration of a total
period of three months (that need not be consecutive) after the termination of
the Participant’s Continuous Service during which the exercise of the Option or
SAR would not be in violation of such registration requirements, and (ii) the
expiration of the term of the Option or SAR as set forth in the applicable Award
Agreement. In addition, unless otherwise provided in a Participant’s Award
Agreement, if the sale of any Common Stock received on exercise of an Option or
SAR following the termination of the Participant’s Continuous Service (other
than for Cause) would violate the Company’s insider trading policy, then the
Option or SAR will terminate on the earlier of (i) the expiration of a period of
months (that need not be consecutive) equal to the applicable post-termination
exercise period after the termination of the Participant’s Continuous Service
during which the sale of the Common Stock received upon exercise of the Option
or SAR would not be in violation of the Company’s insider trading policy, or
(ii) the expiration of the term of the Option or SAR as set forth in the
applicable Award Agreement.

(i) Disability of Participant.
Except as otherwise provided in the
applicable Award Agreement or other agreement between the Participant and the
Company, if a Participant’s Continuous Service terminates as a result of the
Participant’s Disability, the Participant may exercise his or her Option or SAR
(to the extent that the Participant was entitled to exercise such Option or SAR
as of the date of termination of Continuous Service), but only within such
period of time ending on the earlier of (i) the date 12 months following such
termination of Continuous Service and (ii) the expiration of the term of the
Option or SAR as set forth in the Award Agreement. If, after termination of
Continuous Service, the Participant does not exercise his or her Option or SAR
within the applicable time frame, the Option or SAR (as applicable) will
terminate.

(j) Death of Participant.
Except as otherwise provided in the
applicable Award Agreement or other agreement between the Participant and the
Company, if (i) a Participant’s Continuous Service terminates as a result of the
Participant’s death, or (ii) the Participant dies within the period (if any)
specified in the Award Agreement for exercisability after the termination of the
Participant’s Continuous Service for a reason other than death, then the Option
or SAR may be exercised (to the extent the Participant was entitled to exercise
such Option or SAR as of the date of death) by the Participant’s estate, by a
person who acquired the right to exercise the Option or SAR by bequest or
inheritance or by a person designated to exercise the Option or SAR upon the
Participant’s death, but only within the period ending on the earlier of (i) the
date 18 months following the date of death and (ii) the expiration of the term
of such Option or SAR as set forth in the Award Agreement. If, after the
Participant’s death, the Option or SAR is not exercised within the applicable
time frame, the Option or SAR will terminate.

(k) Termination for Cause.
Except as explicitly provided otherwise in a
Participant’s Award Agreement, if a Participant’s Continuous Service is
terminated for Cause, the Option or SAR will terminate upon the date on which
the event giving rise to the termination for Cause first occurred, and the
Participant will be prohibited from exercising his or her Option or SAR from and
after the date on which the event giving rise to the termination for Cause first
occurred (or, if required by law, the date of termination of Continuous
Service).


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(l) Non-Exempt
Employees. If an Option or SAR is granted to
an Employee who is a non-exempt employee for purposes of the Fair Labor
Standards Act of 1938, as amended, the Option or SAR will not be first
exercisable for any shares of Common Stock until at least six (6) months
following the date of grant of the Option or SAR (although the Award may vest
prior to such date). Consistent with the provisions of the Worker Economic
Opportunity Act, (i) if such non-exempt Employee dies or suffers a Disability,
(ii) upon a Corporate Transaction in which such Option or SAR is not assumed,
continued, or substituted, (iii) upon a Change in Control, or (iv) upon the
Participant’s retirement (as such term may be defined in the Participant’s Award
Agreement in another agreement between the Participant and the Company, or, if
no such definition, in accordance with the Company's then current employment
policies and guidelines), the vested portion of any Options and SARs may be
exercised earlier than six months following the date of grant. The foregoing
provision is intended to operate so that any income derived by a non-exempt
employee in connection with the exercise or vesting of an Option or SAR will be
exempt from his or her regular rate of pay. To the extent permitted and/or
required for compliance with the Worker Economic Opportunity Act to ensure that
any income derived by a non-exempt employee in connection with the exercise,
vesting or issuance of any shares under any other Stock Award will be exempt
from the employee’s regular rate of pay, the provisions of this Section 5(l)
will apply to all Stock Awards and are hereby incorporated by reference into
such Stock Award Agreements.

6. PROVISIONS OF STOCK AWARDS OTHER
THAN OPTIONS AND SARS.

(a) Restricted Stock Awards.
Each Restricted Stock Award Agreement will be
in such form and will contain such terms and conditions as the Board will deem
appropriate. To the extent consistent with the Company’s bylaws, at the Board’s
election, shares of Common Stock may be (x) held in book entry form subject to
the Company’s instructions until any restrictions relating to the Restricted
Stock Award lapse; or (y) evidenced by a certificate, which certificate will be
held in such form and manner as determined by the Board. The terms and
conditions of Restricted Stock Award Agreements may change from time to time,
and the terms and conditions of separate Restricted Stock Award Agreements need
not be identical. Each Restricted Stock Award Agreement will conform to (through
incorporation of the provisions hereof by reference in the agreement or
otherwise) the substance of each of the following provisions:

(i) Consideration. A Restricted Stock Award may be awarded in consideration for
(A) cash, check, bank draft or money order payable to the Company, (B) past
services to the Company or an Affiliate, or (C) any other form of legal
consideration (including future services) that may be acceptable to the Board,
in its sole discretion, and permissible under applicable law.

(ii) Vesting. Shares of Common Stock awarded under the Restricted Stock
Award Agreement may be subject to forfeiture to the Company in accordance with a
vesting schedule to be determined by the Board.

(iii) Termination of Participant’s
Continuous Service. If a Participant’s
Continuous Service terminates, the Company may receive through a forfeiture
condition or a repurchase right any or all of the shares of Common Stock held by
the Participant that have not vested as of the date of termination of Continuous
Service under the terms of the Restricted Stock Award Agreement.

(iv) Transferability.
Rights to acquire shares of Common Stock
under the Restricted Stock Award Agreement will be transferable by the
Participant only upon such terms and conditions as are set forth in the
Restricted Stock Award Agreement, as the Board will determine in its sole
discretion, so long as Common Stock awarded under the Restricted Stock Award
Agreement remains subject to the terms of the Restricted Stock Award
Agreement.

(v) Dividends. A Restricted Stock Award Agreement may provide that any
dividends paid on Restricted Stock will be subject to the same vesting and
forfeiture restrictions as apply to the shares subject to the Restricted Stock
Award to which they relate.


8








(b) Restricted Stock Unit Awards.
Each Restricted Stock Unit Award Agreement
will be in such form and will contain such terms and conditions as the Board
will deem appropriate. The terms and conditions of Restricted Stock Unit Award
Agreements may change from time to time, and the terms and conditions of
separate Restricted Stock Unit Award Agreements need not be identical. Each
Restricted Stock Unit Award Agreement will conform to (through incorporation of
the provisions hereof by reference in the Agreement or otherwise) the substance
of each of the following provisions:

(i) Consideration. At the time of grant of a Restricted Stock Unit Award, the
Board will determine the consideration, if any, to be paid by the Participant
upon delivery of each share of Common Stock subject to the Restricted Stock Unit
Award. The consideration to be paid (if any) by the Participant for each share
of Common Stock subject to a Restricted Stock Unit Award may be paid in any form
of legal consideration that may be acceptable to the Board, in its sole
discretion, and permissible under applicable law.

(ii) Vesting. At the time of the grant of a Restricted Stock Unit Award, the
Board may impose such restrictions on or conditions to the vesting of the
Restricted Stock Unit Award as it, in its sole discretion, deems
appropriate.

(iii) Payment. A Restricted Stock Unit Award may be settled by the delivery
of shares of Common Stock, their cash equivalent, any combination thereof or in
any other form of consideration, as determined by the Board and contained in the
Restricted Stock Unit Award Agreement.


(iv) Additional Restrictions.
At the time of the grant of a Restricted
Stock Unit Award, the Board, as it deems appropriate, may impose such
restrictions or conditions that delay the delivery of the shares of Common Stock
(or their cash equivalent) subject to a Restricted Stock Unit Award to a time
after the vesting of such Restricted Stock Unit Award.

(v) Dividend Equivalents.
Dividend equivalents may be credited in
respect of shares of Common Stock covered by a Restricted Stock Unit Award, as
determined by the Board and contained in the Restricted Stock Unit Award
Agreement. At the sole discretion of the Board, such dividend equivalents may be
converted into additional shares of Common Stock covered by the Restricted Stock
Unit Award in such manner as determined by the Board. Any additional shares
covered by the Restricted Stock Unit Award credited by reason of such dividend
equivalents will be subject to all of the same terms and conditions of the
underlying Restricted Stock Unit Award Agreement to which they
relate.

(vi) Termination of Participant’s
Continuous Service. Except as otherwise
provided in the applicable Restricted Stock Unit Award Agreement, such portion
of the Restricted Stock Unit Award that has not vested will be forfeited upon
the Participant’s termination of Continuous Service.


(c) Performance
Awards.

(i) Performance Stock
Awards. A Performance Stock Award is a Stock
Award (covering a number of shares not in excess of that set forth in Section
3(d) above) that is payable (including that may be granted, vest or exercised)
contingent upon the attainment during a Performance Period of certain
Performance Goals. A Performance Stock Award may, but need not, require the
completion of a specified period of Continuous Service. The length of any
Performance Period, the Performance Goals to be achieved during the Performance
Period, and the measure of whether and to what degree such Performance Goals
have been attained will be conclusively determined by the Committee (or, if not
required for compliance with Section 162(m) of the Code, the Board), in its sole
discretion. In addition, to the extent permitted by applicable law and the
applicable Award Agreement, the Board may determine that cash may be used in
payment of Performance Stock Awards.

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(ii) Performance Cash
Awards. A Performance Cash Award is a cash
award (for a dollar value not in excess of that set forth in Section 3(d) above)
that is payable contingent upon the attainment during a Performance Period of
certain Performance Goals. A Performance Cash Award may also require the
completion of a specified period of Continuous Service. At the time of grant of
a Performance Cash Award, the length of any Performance Period, the Performance
Goals to be achieved during the Performance Period, and the measure of whether
and to what degree such Performance Goals have been attained will be
conclusively determined by the Committee (or, if not required for compliance
with Section 162(m) of the Code, the Board), in its sole discretion. The Board
may specify the form of payment of Performance Cash Awards, which may be cash or
other property, or may provide for a Participant to have the option for his or
her Performance Cash Award, or such portion thereof as the Board may specify, to
be paid in whole or in part in cash or other property.

(iii) Section 162(m)
Compliance. Unless otherwise permitted in
compliance with the requirements of Section 162(m) of the Code with respect to
an Award intended to qualify as “performance-based compensation” thereunder, the
Committee will establish the Performance Goals applicable to, and the formula
for calculating the amount payable under, the Award no later than the earlier of
(a) the date 90 days after the commencement of the applicable Performance
Period, and (b) the date on which 25% of the Performance Period has elapsed, and
in any event at a time when the achievement of the applicable Performance Goals
remains substantially uncertain. Prior to the payment of any compensation under
an Award intended to qualify as “performance-based compensation” under Section
162(m) of the Code, the Committee will certify the extent to which any
Performance Goals and any other material terms under such Award have been
satisfied (other than in cases where such relate solely to the increase in the
value of the Common Stock). Notwithstanding satisfaction of any completion of
any Performance Goals, the number of shares of Common Stock, Options, cash or
other benefits granted, issued, retainable and/or vested under an Award on
account of satisfaction of such Performance Goals may be reduced by the
Committee on the basis of such further considerations as the Committee, in its
sole discretion, will determine.

(d) Other Stock
Awards. Other forms of Stock Awards valued in
whole or in part by reference to, or otherwise based on, Common Stock, including
the appreciation in value thereof (e.g., options or stock rights with an
exercise price or strike price less than 100% of the Fair Market Value of the
Common Stock at the time of grant) may be granted either alone or in addition to
Stock Awards provided for under Section 5 and the preceding provisions of this
Section 6. Subject to the provisions of the Plan, the Board will have sole and
complete authority to determine the persons to whom and the time or times at
which such Other Stock Awards will be granted, the number of shares of Common
Stock (or the cash equivalent thereof) to be granted pursuant to such Other
Stock Awards and all other terms and conditions of such Other Stock
Awards.


7. COVENANTS OF THE
COMPANY.

(a) Availability of Shares.
The Company will keep available at all times
the number of shares of Common Stock reasonably required to satisfy
then-outstanding Awards.

(b) Securities Law
Compliance. The Company will seek to obtain
from each regulatory commission or agency having jurisdiction over the Plan such
authority as may be required to grant Stock Awards and to issue and sell shares
of Common Stock upon exercise of the Stock Awards; provided, however, that this
undertaking will not require the Company to register under the Securities Act
the Plan, any Stock Award or any Common Stock issued or issuable pursuant to any
such Stock Award. If, after reasonable efforts and at a reasonable cost, the
Company is unable to obtain from any such regulatory commission or agency the
authority that counsel for the Company deems necessary for the lawful issuance
and sale of Common Stock under the Plan, the Company will be relieved from any
liability for failure to issue and sell Common Stock upon exercise of such Stock
Awards unless and until such authority is obtained. A Participant will not be
eligible for the grant of an Award or the subsequent issuance of cash or Common
Stock pursuant to the Award if such grant or issuance would be in violation of
any applicable securities law.

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(c) No Obligation to Notify or
Minimize Taxes. The Company will have no duty
or obligation to any Participant to advise such holder as to the time or manner
of exercising such Stock Award. Furthermore, the Company will have no duty or
obligation to warn or otherwise advise such holder of a pending termination or
expiration of an Award or a possible period in which the Award may not be
exercised. The Company has no duty or obligation to minimize the tax
consequences of an Award to the holder of such Award.

8. MISCELLANEOUS.

(a) Use of Proceeds from Sales of
Common Stock. Proceeds from the sale of
shares of Common Stock pursuant to Awards will constitute general funds of the
Company.

(b) Corporate Action Constituting
Grant of Stock Awards. Corporate action
constituting a grant by the Company of an Award to any Participant will be
deemed completed as of the date of such corporate action, unless otherwise
determined by the Board, regardless of when the instrument, certificate, or
letter evidencing the Award is communicated to, or actually received or accepted
by, the Participant. In the event that the corporate records (e.g., Board
consents, resolutions or minutes) documenting the corporate action constituting
the grant contain terms (e.g., exercise price, vesting schedule or number of
shares) that are inconsistent with those in the Award Agreement as a result of a
clerical error in the papering of the Award Agreement, the corporate records
will control and the Participant will have no legally binding right to the
incorrect term in the Award Agreement.

(c) Stockholder Rights.
No Participant will be deemed to be the
holder of, or to have any of the rights of a holder with respect to, any shares
of Common Stock subject to an Award unless and until (i) such Participant has
satisfied all requirements for exercise of, or the issuance of shares under, the
Award pursuant to its terms, and (ii) the issuance of the Common Stock subject
to such Award has been entered into the books and records of the
Company.

(d) No Employment or Other Service
Rights. Nothing in the Plan, any Award
Agreement or any other instrument executed thereunder or in connection with any
Award granted pursuant thereto will confer upon any Participant any right to
continue to serve the Company or an Affiliate in the capacity in effect at the
time the Award was granted or will affect the right of the Company or an
Affiliate to terminate (i) the employment of an Employee with or without notice
and with or without cause, (ii) the service of a Consultant pursuant to the
terms of such Consultant’s agreement with the Company or an Affiliate, or (iii)
the service of a Director pursuant to the bylaws of the Company or an Affiliate,
and any applicable provisions of the corporate law of the state in which the
Company or the Affiliate is incorporated, as the case may be.

(e) Change in Time Commitment.
In the event a Participant’s regular level of
time commitment in the performance of his or her services for the Company and
any Affiliates is reduced (for example, and without limitation, if the
Participant is an Employee of the Company and the Employee has a change in
status from a full-time Employee to a part-time Employee or takes an extended
leave of absence) after the date of grant of any Award to the Participant, the
Board has the right in its sole discretion to (x) make a corresponding reduction
in the number of shares or cash amount subject to any portion of such Award that
is scheduled to vest or become payable after the date of such change in time
commitment, and (y) in lieu of or in combination with such a reduction, extend
the vesting or payment schedule applicable to such Award. In the event of any
such reduction, the Participant will have no right with respect to any portion
of the Award that is so reduced.

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(f) Incentive Stock Option
Limitations. To the extent that the aggregate
Fair Market Value (determined at the time of grant) of Common Stock with respect
to which Incentive Stock Options are exercisable for the first time by any
Optionholder during any calendar year (under all plans of the Company and any
Affiliates) exceeds $100,000 (or such other limit established in the Code) or
otherwise does not comply with the rules governing Incentive Stock Options, the
Options or portions thereof that exceed such limit (according to the order in
which they were granted) or otherwise do not comply with the rules will be
treated as Nonstatutory Stock Options, notwithstanding any contrary provision of
the applicable Option Agreement(s).

(g) Investment Assurances.
The Company may require a Participant, as a
condition of exercising or acquiring Common Stock under any Award, (i) to give
written assurances satisfactory to the Company as to the Participant’s knowledge
and experience in financial and business matters and/or to employ a purchaser
representative reasonably satisfactory to the Company who is knowledgeable and
experienced in financial and business matters and that he or she is capable of
evaluating, alone or together with the purchaser representative, the merits and
risks of exercising the Award; and (ii) to give written assurances satisfactory
to the Company stating that the Participant is acquiring Common Stock subject to
the Award for the Participant’s own account and not with any present intention
of selling or otherwise distributing the Common Stock. The foregoing
requirements, and any assurances given pursuant to such requirements, will be
inoperative if (A) the issuance of the shares upon the exercise or acquisition
of Common Stock under the Award has been registered under a then currently
effective registration statement under the Securities Act, or (B) as to any
particular requirement, a determination is made by counsel for the Company that
such requirement need not be met in the circumstances under the then applicable
securities laws. The Company may, upon advice of counsel to the Company, place
legends on stock certificates issued under the Plan as such counsel deems
necessary or appropriate in order to comply with applicable securities laws,
including, but not limited to, legends restricting the transfer of the Common
Stock.

(h) Withholding
Obligations. Unless prohibited by the terms
of an Award Agreement, the Company may, in its sole discretion, satisfy any
federal, state or local tax withholding obligation relating to an Award by any
of the following means or by a combination of such means: (i) causing the
Participant to tender a cash payment; (ii) withholding shares of Common Stock
from the shares of Common Stock issued or otherwise issuable to the Participant
in connection with the Award; provided,
however, that no shares of Common Stock are
withheld with a value exceeding the minimum amount of tax required to be
withheld by law (or such lesser amount as may be necessary to avoid
classification of the Stock Award as a liability for financial accounting
purposes); (iii) withholding cash from an Award settled in cash; (iv)
withholding payment from any amounts otherwise payable to the Participant; or
(v) by such other method as may be set forth in the Award Agreement.

(i) Electronic
Delivery. Any reference herein to a “written”
agreement or document will include any agreement or document delivered
electronically, filed publicly at www.sec.gov (or any successor website thereto)
or posted on the Company’s intranet.

(j) Deferrals. To the extent permitted by applicable law, the Board, in its
sole discretion, may determine that the delivery of Common Stock or the payment
of cash, upon the exercise, vesting or settlement of all or a portion of any
Award may be deferred and may establish programs and procedures for deferral
elections to be made by Participants. Deferrals by Participants will be made in
accordance with Section 409A of the Code. Consistent with Section 409A of the
Code, the Board may provide for distributions while a Participant is still an
employee or otherwise providing services to the Company. The Board is authorized
to make deferrals of Awards and determine when, and in what annual percentages,
Participants may receive payments, including lump sum payments, following the
Participant’s termination of Continuous Service, and implement such other terms
and conditions consistent with the provisions of the Plan and in accordance with
applicable law.


12









(k) Compliance with Section 409A.
Unless otherwise expressly provided for in an
Award Agreement, the Plan and Award Agreements will be interpreted to the
greatest extent possible in a manner that makes the Plan and the Awards granted
hereunder exempt from Section 409A of the Code, and, to the extent not so
exempt, in compliance with Section 409A of the Code. If the Board determines
that any Award granted hereunder is not exempt from and is therefore subject to
Section 409A of the Code, the Award Agreement evidencing such Award will
incorporate the terms and conditions necessary to avoid the consequences
specified in Section 409A(a)(1) of the Code, and to the extent an Award
Agreement is silent on terms necessary for compliance, such terms are hereby
incorporated by reference into the Award Agreement. Notwithstanding anything to
the contrary in this Plan (and unless the Award Agreement specifically provides
otherwise), if the shares of Common Stock are publicly traded, and if a
Participant holding an Award that constitutes “deferred compensation” under
Section 409A of the Code is a “specified employee” for purposes of Section 409A
of the Code, no distribution or payment of any amount that is due because of a
“separation from service” (as defined in Section 409A of the Code without regard
to alternative definitions thereunder) will be issued or paid before the date
that is six (6) months following the date of such Participant’s “separation from
service” or, if earlier, the date of the Participant’s death, unless such
distribution or payment can be made in a manner that complies with Section 409A
of the Code, and any amounts so deferred will be paid in a lump sum on the day
after such six (6) month period elapses, with the balance paid thereafter on the
original schedule.

(l)
Clawback/Recovery. All Awards granted under
the Plan will be subject to recoupment in accordance with any clawback policy
that the Company is required to adopt pursuant to the listing standards of any
national securities exchange or association on which the Company’s securities
are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and
Consumer Protection Act or other applicable law. In addition, the Board may
impose such other clawback, recovery or recoupment provisions in an Award
Agreement as the Board determines necessary or appropriate, including but not
limited to a reacquisition right in respect of previously acquired shares of
Common Stock or other cash or property upon the occurrence of Cause. No recovery
of compensation under such a clawback policy will be an event giving rise to a
right to resign for “good reason” or “constructive termination” (or similar
term) under any agreement with the Company.

9. ADJUSTMENTS UPON CHANGES IN
COMMON STOCK; OTHER CORPORATE EVENTS.

(a) Capitalization
Adjustments. In the event of a Capitalization
Adjustment, the Board will appropriately and proportionately adjust: (i) the
class(es) and maximum number of securities subject to the Plan pursuant to
Section 3(a), (ii) the class(es) and maximum number of securities that may be
issued pursuant to the exercise of Incentive Stock Options pursuant to Section
3(c), (iii) the class(es) and maximum number of securities that may be awarded
to any person pursuant to Sections 3(d), and (iv) the class(es) and number of
securities and price per share of stock subject to outstanding Stock Awards. The
Board will make such adjustments, and its determination will be final, binding
and conclusive.

(b) Dissolution or
Liquidation. Except as otherwise provided in
the Stock Award Agreement, in the event of a dissolution or liquidation of the
Company, all outstanding Stock Awards (other than Stock Awards consisting of
vested and outstanding shares of Common Stock not subject to a forfeiture
condition or the Company’s right of repurchase) will terminate immediately prior
to the completion of such dissolution or liquidation, and the shares of Common
Stock subject to the Company’s repurchase rights or subject to a forfeiture
condition may be repurchased or reacquired by the Company notwithstanding the
fact that the holder of such Stock Award is providing Continuous Service;
provided, however, that the Board may, in its sole discretion, cause some or all Stock
Awards to become fully vested, exercisable and/or no longer subject to
repurchase or forfeiture (to the extent such Stock Awards have not previously
expired or terminated) before the dissolution or liquidation is completed but
contingent on its completion.

13









(c) Corporate Transaction.
The following provisions will apply to Stock
Awards in the event of a Corporate Transaction unless otherwise provided in the
instrument evidencing the Stock Award or any other written agreement between the
Company or any Affiliate and the Participant or unless otherwise expressly
provided by the Board at the time of grant of a Stock Award. In the event of a
Corporate Transaction, then, notwithstanding any other provision of the Plan,
the Board will take one or more of the following actions with respect to Stock
Awards, contingent upon the closing or completion of the Corporate
Transaction:

(i) arrange for the surviving corporation or acquiring corporation (or the
surviving or acquiring corporation’s parent company) to assume or continue the
Stock Award or to substitute a similar stock award for the Stock Award
(including, but not limited to, an award to acquire the same consideration paid
to the stockholders of the Company pursuant to the Corporate
Transaction);

(ii) arrange for the assignment of any reacquisition or repurchase rights held
by the Company in respect of Common Stock issued pursuant to the Stock Award to
the surviving corporation or acquiring corporation (or the surviving or
acquiring corporation’s parent company);

(iii) accelerate the vesting, in whole or in part, of the Stock Award (and, if
applicable, the time at which the Stock Award may be exercised) to a date prior
to the effective time of such Corporate Transaction as the Board will determine
(or, if the Board will not determine such a date, to the date that is five days
prior to the effective date of the Corporate Transaction), with such Stock Award
terminating if not exercised (if applicable) at or prior to the effective time
of the Corporate Transaction;

(iv) arrange for the lapse, in whole or in part, of any reacquisition or
repurchase rights held by the Company with respect to the Stock
Award;

(v) cancel or arrange for the cancellation of the Stock Award, to the extent
not vested or not exercised prior to the effective time of the Corporate
Transaction, in exchange for such cash consideration, if any, as the Board, in
its sole discretion, may consider appropriate; and

(vi) cancel or arrange for the cancellation of the Stock Award, to the extent
not vested or not exercised prior to the effective time of the Corporate
Transaction, in exchange for a payment, in such form as may be determined by the
Board equal to the excess, if any, of (A) the value of the property the
Participant would have received upon the exercise of the Stock Award immediately
prior to the effective time of the Corporate Transaction, over (B) any exercise
price payable by such holder in connection with such exercise.


The Board need not take the same action
or actions with respect to all Stock Awards or portions thereof or with respect
to all Participants.

(d) Change in Control.
A Stock Award may be subject to additional
acceleration of vesting and exercisability upon or after a Change in Control as
may be provided in the Stock Award Agreement for such Stock Award or as may be
provided in any other written agreement between the Company or any Affiliate and
the Participant, but in the absence of such provision, no such acceleration will
occur.

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10. PLAN TERM; EARLIER TERMINATION
OR SUSPENSION OF THE PLAN.

The Board may suspend or terminate the
Plan at any time. No Incentive Stock Options may be granted after the tenth
anniversary of the earlier of (i) the date the Plan is adopted by the Board (the
“Adoption Date”), or (ii) the date the Plan is approved by the stockholders
of the Company. No Awards may be granted under the Plan while the Plan is
suspended or after it is terminated.

11. EXISTENCE OF THE PLAN; TIMING OF
FIRST GRANT OR EXERCISE. 

The Plan will come into existence on
the Adoption Date; provided,
however, no Award may be granted prior to the
IPO Date (that is, the Effective Date). In addition, no Stock Award will be
exercised (or, in the case of a Restricted Stock Award, Restricted Stock Unit
Award, Performance Stock Award, or Other Stock Award, will be granted) and no
Performance Cash Award will be settled unless and until the Plan has been
approved by the stockholders of the Company, which approval will be within 12
months after the date the Plan is adopted by the Board.

12. CHOICE OF LAW. 

The law of the State of California will
govern all questions concerning the construction, validity and interpretation of
this Plan, without regard to that state’s conflict of laws rules.

13. DEFINITIONS. As used in the Plan, the following definitions will apply to
the capitalized terms indicated below: 

(a) “Affiliate” means, at the time of determination, any “parent” or
“subsidiary” of the Company as such terms are defined in Rule 405 of the
Securities Act. The Board will have the authority to determine the time or times
at which “parent” or “subsidiary” status is determined within the foregoing
definition.

(b) “Award” means a Stock Award or a Performance Cash Award.

(c) “Award Agreement” means a written agreement between the Company and a
Participant evidencing the terms and conditions of an Award.

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

(e) “Capital Stock” means each and every class of common stock of the Company,
regardless of the number of votes per share.

(f) “Capitalization
Adjustment” means any change that is made
in, or other events that occur with respect to, the Common Stock subject to the
Plan or subject to any Stock Award after the Adoption Date without the receipt
of consideration by the Company through merger, consolidation, reorganization,
recapitalization, reincorporation, stock dividend,
dividend in property other than cash, stock split, liquidating dividend,
combination of shares, exchange of shares, change in corporate structure or any
similar equity restructuring transaction, as that term is used in Financial
Accounting Standards Board Accounting Standards Codification Topic 718 (or any
successor thereto). Notwithstanding the foregoing, the conversion of any
convertible securities of the Company will not be treated as a Capitalization
Adjustment.

(g) “Cause” means the Participant’s termination because of: (A) the
Participant’s engaging in any act of dishonesty or misrepresentation or willful
commission of fraud; (B) the Participant’s violation of any federal, state or
foreign law or regulation applicable to the Company’s business; (C) the
Participant’s violation of the Company’s Code of Conduct, confidential
information and/or inventions assignment agreement, or any similar obligations
under contract or applicable law; (D) the Participant’s conviction of, or
entering a plea of nolo
contendere to, any felony; or (E) any other
misconduct that is materially injurious to the financial condition or business
reputation of, or is otherwise materially injurious to, the Company, which
conduct, if capable of cure or remedy, is not cured or remedied within two weeks
after written notice from the Company describing such conduct.

15








(h) “Change in
Control” means the occurrence, in a
single transaction or in a series of related transactions, of any one or more of
the following events:

(i) any Exchange Act Person becomes the Owner, directly or indirectly, of
securities of the Company representing more than 50% of the combined voting
power of the Company’s then outstanding securities other than by virtue of a
merger, consolidation or similar transaction. Notwithstanding the foregoing, a
Change in Control will not be deemed to occur (A) on account of the acquisition
of securities of the Company directly from the Company, (B) on account of the
acquisition of securities of the Company by an investor, any affiliate thereof
or any other Exchange Act Person that acquires the Company’s securities in a
transaction or series of related transactions the primary purpose of which is to
obtain financing for the Company through the issuance of equity securities, (C)
on account of the acquisition of securities of the Company by any individual who
is, on the IPO Date, either an executive officer or a Director (either, an
“IPO Investor”) and/or any entity in which an IPO Investor has a direct or
indirect interest (whether in the form of voting rights or participation in
profits or capital contributions) of more than 50% (collectively, the
“IPO Entities” ) or on account of the IPO Entities continuing to hold
shares that come to represent more than 50% of the combined voting power of the
Company’s then outstanding securities as a result of the conversion of any class
of the Company’s securities into another class of the Company’s securities
having a different number of votes per share pursuant to the conversion
provisions set forth in the Company’s Amended and Restated Certificate of
Incorporation; or (D) solely because the level of Ownership held by any Exchange
Act Person (the “Subject
Person”) exceeds the designated
percentage threshold of the outstanding voting securities as a result of a
repurchase or other acquisition of voting securities by the Company reducing the
number of shares outstanding, provided that if a Change in Control would occur
(but for the operation of this sentence) as a result of the acquisition of
voting securities by the Company, and after such share acquisition, the Subject
Person becomes the Owner of any additional voting securities that, assuming the
repurchase or other acquisition had not occurred, increases the percentage of
the then outstanding voting securities Owned by the Subject Person over the
designated percentage threshold, then a Change in Control will be deemed to
occur;

(ii) there is consummated a merger, consolidation or similar transaction
involving (directly or indirectly) the Company and, immediately after the
consummation of such merger, consolidation or similar transaction, the
stockholders of the Company immediately prior thereto do not Own, directly or
indirectly, either (A) outstanding voting securities representing more than 50%
of the combined outstanding voting power of the surviving Entity in such merger,
consolidation or similar transaction or (B) more than 50% of the combined
outstanding voting power of the parent of the surviving Entity in such merger,
consolidation or similar transaction, in each case in substantially the same
proportions as their Ownership of the outstanding voting securities of the
Company immediately prior to such transaction; provided, however, that a merger,
consolidation or similar transaction will not constitute a Change in Control
under this prong of the definition if the outstanding voting securities
representing more than 50% of the combined voting power of the surviving Entity
or its parent are owned by the IPO Entities;

(iii) there is consummated a sale, lease, exclusive license or other
disposition of all or substantially all of the consolidated assets of the
Company and its Subsidiaries, other than a sale, lease, license or other
disposition of all or substantially all of the consolidated assets of the
Company and its Subsidiaries to an Entity, more than fifty percent (50%) of the
combined voting power of the voting securities of which are Owned by
stockholders of the Company in substantially the same proportions as their
Ownership of the outstanding voting securities of the Company immediately prior
to such sale, lease, license or other disposition; provided, however, that a sale, lease,
exclusive license or other disposition of all or substantially all of the
consolidated assets of the Company and its Subsidiaries will not constitute a
Change in Control under this prong of the definition if the outstanding voting
securities representing more than 50% of the combined voting power of the
acquiring Entity or its parent are owned by the IPO Entities; or

(iv) individuals who, on the date the Plan is adopted by the Board, are
members of the Board (the “Incumbent
Board”) cease for any reason to
constitute at least a majority of the members of the Board; provided, however, that if
the appointment or election (or nomination for election) of any new Board member
was approved or recommended by a majority vote of the members of the Incumbent
Board then still in office, such new member will, for purposes of this Plan, be
considered as a member of the Incumbent Board.

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For purposes of determining voting
power under the term Change in Control, voting power shall be calculated by
assuming the conversion of all equity securities convertible (immediately or at
some future time) into shares entitled to vote, but not assuming the exercise of
any warrant or right to subscribe to or purchase those shares. In addition, (A)
the term Change in Control will not include a sale of assets, merger or other
transaction effected exclusively for the purpose of changing the domicile of the
Company, (B) the term Change in Control will not include a change in the voting
power of any one or more stockholders as a result of the conversion of any class
of the Company’s securities into another class of the Company’s securities
having a different number of votes per share pursuant to the conversion
provisions set forth in the Company’s Amended and Restated Certificate of
Incorporation, and (C) the definition of Change in Control (or any analogous
term) in an individual written agreement between the Company or any Affiliate
and the Participant will supersede the foregoing definition with respect to
Awards subject to such agreement; provided,
however, that if no definition of Change in
Control or any analogous term is set forth in such an individual written
agreement, the foregoing definition will apply. If required for compliance with
Section 409A of the Code, in no event will a Change in Control be deemed to have
occurred if such transaction is not also a “change in the ownership or effective
control of” the Company or “a change in the ownership of a substantial portion
of the assets of” the Company as determined under Treasury Regulation Section
1.409A-3(i)(5) (without regard to any alternative definition thereunder). The
Board may, in its sole discretion and without a Participant’s consent, amend the
definition of “Change in Control” to conform to the definition of “Change in
Control” under Section 409A of the Code, and the regulations
thereunder.

(i) “Code” means the Internal Revenue Code of 1986, as amended, including any
applicable regulations and guidance thereunder.

(j) “Committee” means a committee of one or more Directors to whom authority
has been delegated by the Board in accordance with Section 2(c).

(k) “Common Stock” means, as of the IPO Date, the Class A common stock of the
Company, having 1 vote per share.

(l) “Company” means Yelp Inc., a Delaware corporation.

(m) “Consultant” means any person, including an advisor, who is (i) engaged
by the Company or an Affiliate to render consulting or advisory services and is
compensated for such services, or (ii) serving as a member of the board of
directors of an Affiliate and is compensated for such services. However, service
solely as a Director, or payment of a fee for such service, will not cause a
Director to be considered a “Consultant” for purposes of the
Plan. Notwithstanding the foregoing, a person is treated as a Consultant under
this Plan only if a Form S-8 Registration Statement under the Securities Act is
available to register either the offer or the sale of the Company’s securities
to such person.

(n) “Continuous
Service” means that the Participant’s
service with the Company or an Affiliate, whether as an Employee, Director or
Consultant, is not interrupted or terminated. A change in the capacity in which
the Participant renders service to the Company or an Affiliate as an Employee,
Consultant or Director or a change in the entity for which the Participant
renders such service, provided that there is no interruption or termination of
the Participant’s service with the Company or an Affiliate, will not terminate a
Participant’s Continuous Service; provided,
however, that if the Entity for which a
Participant is rendering services ceases to qualify as an Affiliate, as
determined by the Board, in its sole discretion, such Participant’s Continuous
Service will be considered to have terminated on the date such Entity ceases to
qualify as an Affiliate. To the extent permitted by law, the Board or the chief
executive officer of the Company, in that party’s sole discretion, may determine
whether Continuous Service will be considered interrupted in the case of (i) any
leave of absence approved by the Board or chief executive officer, including
sick leave, military leave or any other personal leave, or (ii) transfers
between the Company, an Affiliate, or their successors. Notwithstanding the
foregoing, a leave of absence will be treated as Continuous Service for purposes
of vesting in an Award only to such extent as may be provided in the Company’s
leave of absence policy, in the written terms of any leave of absence agreement
or policy applicable to the Participant, or as otherwise required by law. In
addition, to the extent required for exemption from or compliance with Section
409A of the Code, the determination of whether there has been a termination of
Continuous Service will be made, and such term will be construed, in a manner
that is consistent with the definition of “separation from service” as defined
under Treasury Regulation Section 1.409A-1(h) (without regard to any
alternative definition thereunder).


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(o) “Corporate
Transaction” means the occurrence, in a
single transaction or in a series of related transactions, of any one or more of
the following events:

(i) the consummation of a sale
or other disposition of all or substantially
all, as determined by the Board, in its sole discretion, of the consolidated
assets of the Company and its Subsidiaries;

(ii) the consummation of a sale or other disposition of at least 50% of the
outstanding securities of the Company;

(iii) the consummation of a merger, consolidation or similar transaction
following which the Company is not the surviving corporation; or

(iv) the consummation of a merger, consolidation or similar transaction
following which the Company is the surviving corporation but the shares of
Common Stock outstanding immediately preceding the merger, consolidation or
similar transaction are converted or exchanged by virtue of the merger,
consolidation or similar transaction into other property, whether in the form of
securities, cash or otherwise.

To the extent required for compliance
with Section 409A of the Code, in no event will an event be deemed a Corporate
Transaction if such transaction is not also a “change in the ownership or
effective control of” the Company or “a change in the ownership of a substantial
portion of the assets of” the Company as determined under Treasury Regulation
Section 1.409A-3(i)(5) (without regard to any alternative definition
thereunder).

(p) “Covered
Employee” will have the meaning provided
in Section 162(m)(3) of the Code.

(q) “Director” means a member of the Board.

(r) “Disability” means, with respect to a Participant, the inability of such
Participant to engage in any substantial gainful activity by reason of any
medically determinable physical or mental impairment that can be expected to
result in death or that has lasted or can be expected to last for a continuous
period of not less than 12 months, as provided in Sections 22(e)(3) and
409A(a)(2)(c)(i) of the Code, and will be determined by the Board on the basis
of such medical evidence as the Board deems warranted under the
circumstances.

(s) “Effective Date” means the IPO Date.

(t) “Employee” means any person employed by the Company or an Affiliate.
However, service solely as a Director, or payment of a fee for such services,
will not cause a Director to be considered an “Employee” for purposes of the
Plan.

(u) “Entity” means a corporation, partnership, limited liability company
or other entity.

(v) “Exchange Act” means the Securities Exchange Act of 1934, as amended, and
the rules and regulations promulgated thereunder.

(w) “Exchange Act
Person” means any natural person, Entity
or “group” (within the meaning of Section 13(d) or 14(d) of the Exchange Act),
except that “Exchange Act Person” will not include (i) the Company or any
Subsidiary of the Company, (ii) any employee benefit plan of the Company or any
Subsidiary of the Company or any trustee or other fiduciary holding securities
under an employee benefit plan of the Company or any Subsidiary of the Company,
(iii) an underwriter temporarily holding securities pursuant to a registered
public offering of such securities, (iv) an Entity Owned, directly or
indirectly, by the stockholders of the Company in substantially the same
proportions as their Ownership of stock of the Company; or (v) any natural
person, Entity or “group” (within the meaning of Section 13(d) or 14(d) of the
Exchange Act) that, as of the Effective Date, is the Owner, directly or
indirectly, of securities of the Company representing more than 50% of the
combined voting power of the Company’s then outstanding securities.


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(x) “Fair Market
Value” means, as of any date, the value
of the Common Stock determined as follows:

(i) If the Common Stock is listed on any established stock exchange or traded
on any established market, the Fair Market Value of a share of Common Stock will
be, unless otherwise determined by the Board, the closing sales price for
such stock as quoted on such exchange or market (or the exchange or market with
the greatest volume of trading in the Common Stock) on the date of determination, as reported in a source the Board deems reliable.

(ii) Unless otherwise provided by the Board, if there is no closing sales
price for the Common Stock on the date of determination, then the Fair Market
Value will be the closing selling price on the last preceding date for which
such quotation exists.

(iii) In the absence of such markets for the Common Stock, the Fair Market
Value will be determined by the Board in good faith and in a manner that
complies with Sections 409A and 422 of the Code.

(y) “Incentive Stock
Option” means an option granted pursuant
to Section 5 of the Plan that is intended to be, and qualifies as, an “incentive
stock option” within the meaning of Section 422 of the Code.

(z) “IPO Date” means the date of the underwriting agreement between the
Company and the underwriter(s) managing the initial public offering of the
Common Stock, pursuant to which the Common Stock is priced for the initial
public offering.

(aa) “Non-Employee
Director” means a Director who either (i) is
not a current employee or officer of the Company or an Affiliate, does not
receive compensation, either directly or indirectly, from the Company or an
Affiliate for services rendered as a consultant or in any capacity other than as
a Director (except for an amount as to which disclosure would not be required
under Item 404(a) of Regulation S-K promulgated pursuant to the Securities Act
(“Regulation S-K”)), does not possess an interest in any other transaction for
which disclosure would be required under Item 404(a) of Regulation S-K, and is
not engaged in a business relationship for which disclosure would be required
pursuant to Item 404(b) of Regulation S-K; or (ii) is otherwise considered a
“non-employee director” for purposes of Rule 16b-3.

(bb) “Nonstatutory Stock
Option” means any option granted pursuant
to Section 5 of the Plan that does not qualify as an Incentive Stock
Option.

(cc) “Officer” means a person who is an officer of the Company within the
meaning of Section 16 of the Exchange Act.

(dd) “Option” means an Incentive Stock Option or a Nonstatutory Stock
Option to purchase shares of Common Stock granted pursuant to the
Plan.

(ee) “Option
Agreement” means a written agreement
between the Company and an Optionholder evidencing the terms and conditions of
an Option grant. Each Option Agreement will be subject to the terms and
conditions of the Plan.

(ff) “Optionholder” means a person to whom an Option is granted pursuant to the
Plan or, if applicable, such other person who holds an outstanding
Option.

(gg) “Other Stock
Award” means an award based in whole or
in part by reference to the Common Stock which is granted pursuant to the terms
and conditions of Section 6(d).

(hh) “Other Stock Award
Agreement” means a written agreement between
the Company and a holder of an Other Stock Award evidencing the terms and
conditions of an Other Stock Award grant. Each Other Stock Award Agreement will
be subject to the terms and conditions of the Plan.


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(ii) “Outside
Director” means a Director who either (i)
is not a current employee of the Company or an “affiliated corporation” (within
the meaning of Treasury Regulations promulgated under Section 162(m) of the
Code), is not a former employee of the Company or an “affiliated corporation”
who receives compensation for prior services (other than benefits under a
tax-qualified retirement plan) during the taxable year, has not been an officer
of the Company or an “affiliated corporation,” and does not receive remuneration
from the Company or an “affiliated corporation,” either directly or indirectly,
in any capacity other than as a Director, or (ii) is otherwise considered an
“outside director” for purposes of Section 162(m) of the Code.

(jj) “Own,” “Owned,” “Owner,” “Ownership” means a person or Entity will be deemed to “Own,” to have “Owned,” to be
the “Owner” of, or to have acquired “Ownership” of securities if such person or
Entity, directly or indirectly, through any contract, arrangement,
understanding, relationship or otherwise, has or shares voting power, which
includes the power to vote or to direct the voting, with respect to such
securities.

(kk) “Participant” means a person to whom an Award is granted pursuant to the
Plan or, if applicable, such other person who holds an outstanding Stock
Award.

(ll) “Performance Cash
Award” means an award of cash granted
pursuant to the terms and conditions of Section 6(c)(ii).


(mm) “Performance
Criteria” means the one or more criteria
that the Board will select for purposes of establishing the Performance Goals
for a Performance Period. The Performance Criteria that will be used to
establish such Performance Goals may be based on any one of, or combination of,
the following as determined by the Board: (i) earnings (including earnings per
share and net earnings); (ii) earnings before interest, taxes and depreciation;
(iii) earnings before interest, taxes, depreciation and amortization; (iv)
earnings before interest, taxes, depreciation, amortization and legal
settlements; (v) earnings before interest, taxes, depreciation, amortization,
legal settlements and other income (expense); (vi) earnings before interest,
taxes, depreciation, amortization, legal settlements, other income (expense) and
stock-based compensation; (vii) earnings before interest, taxes, depreciation,
amortization, legal settlements, other income (expense), stock-based
compensation and changes in deferred revenue; (viii) total stockholder return;
(ix) return on equity or average stockholder’s equity; (x) return on assets,
investment, or capital employed; (xi) stock price; (xii) margin (including gross
margin); (xiii) income (before or after taxes); (xiv) operating income; (xv)
operating income after taxes; (xvi) pre-tax profit; (xvii) operating cash flow;
(xviii) sales or revenue targets; (xix) increases in revenue or product revenue;
(xx) expenses and cost reduction goals; (xxi) improvement in or attainment of
working capital levels; (xxii) economic value added (or an equivalent metric);
(xxiii) market share; (xxiv) cash flow; (xxv) cash flow per share; (xxvi) share
price performance; (xxvii) debt reduction; (xxviii) implementation or completion
of projects or processes; (xxix) user satisfaction; (xxx) stockholders’ equity;
(xxxi) capital expenditures; (xxxii) debt levels; (xxxiii) operating profit or
net operating profit; (xxxiv) workforce diversity; (xxxv) growth of net income
or operating income; (xxxvi) billings; (xxxvii) bookings; (xxxviii) the number
of users, including but not limited to unique users; (xxxix) employee retention;
(xxxx) and to the extent that an Award is not intended to comply with Section
162(m) of the Code, other measures of performance selected by the
Board.

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(nn) “Performance
Goals” means, for a Performance Period,
the one or more goals established by the Board for the Performance Period based
upon the Performance Criteria. Performance Goals may be based on a Company-wide
basis, with respect to one or more business units, divisions, Affiliates, or
business segments, and in either absolute terms or relative to the performance
of one or more comparable companies or the performance of one or more relevant
indices. Unless specified otherwise by the Board (i) in the Award Agreement at
the time the Award is granted or (ii) in such other document setting forth the
Performance Goals at the time the Performance Goals are established, the Board
will appropriately make adjustments in the method of calculating the attainment
of Performance Goals for a Performance Period as follows: (1) to exclude
restructuring and/or other nonrecurring charges; (2) to exclude exchange rate
effects; (3) to exclude the effects of changes to generally accepted accounting
principles; (4) to exclude the effects of any statutory adjustments to corporate
tax rates; (5) to exclude the effects of any “extraordinary items” as determined
under generally accepted accounting principles; (6) to exclude the dilutive
effects of acquisitions or joint ventures; (7) to assume that any business
divested by the Company achieved performance objectives at targeted levels
during the balance of a Performance Period following such divestiture; (8) to
exclude the effect of any change in the outstanding shares of common stock of
the Company by reason of any stock dividend or split, stock repurchase,
reorganization, recapitalization, merger, consolidation, spin-off, combination
or exchange of shares or other similar corporate change, or any distributions to
common stockholders other than regular cash dividends; (9) to exclude the
effects of stock based compensation and the award of bonuses under the Company’s
bonus plans; (10) to exclude costs incurred in connection with potential
acquisitions or divestitures that are required to be expensed under generally
accepted accounting principles; (11) to exclude the goodwill and intangible
asset impairment charges that are required to be recorded under generally
accepted accounting principles and (12) to exclude the effect of any other
unusual, non-recurring gain or loss or other extraordinary item. In addition,
the Board retains the discretion to reduce or eliminate the compensation or
economic benefit due upon attainment of Performance Goals and to define the
manner of calculating the Performance Criteria it selects to use for such
Performance Period. Partial achievement of the specified criteria may result in
the payment or vesting corresponding to the degree of achievement as specified
in the Stock Award Agreement or the written terms of a Performance Cash
Award.

(oo) “Performance
Period” means the period of time selected
by the Board over which the attainment of one or more Performance Goals will be
measured for the purpose of determining a Participant’s right to and the payment
of a Stock Award or a Performance Cash Award. Performance Periods may be of
varying and overlapping duration, at the sole discretion of the
Board.

(pp) “Performance Stock
Award” means a Stock Award granted under
the terms and conditions of Section 6(c)(i).

(qq) “Plan” means this Yelp Inc. 2012 Equity Incentive Plan.

(rr) “Restricted Stock
Award” means an award of shares of Common
Stock which is granted pursuant to the terms and conditions of Section
6(a).

(ss) “Restricted Stock Award
Agreement” means a written agreement
between the Company and a holder of a Restricted Stock Award evidencing the
terms and conditions of a Restricted Stock Award grant. Each Restricted Stock
Award Agreement will be subject to the terms and conditions of the
Plan.

(tt) “Restricted Stock Unit
Award” means a right to receive shares
of Common Stock which is granted pursuant to the terms and conditions of Section
6(b).

(uu) “Restricted Stock Unit Award
Agreement” means a written agreement between
the Company and a holder of a Restricted Stock Unit Award evidencing the terms
and conditions of a Restricted Stock Unit Award grant. Each Restricted Stock
Unit Award Agreement will be subject to the terms and conditions of the
Plan.

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(vv) “Rule 16b-3” means Rule 16b-3 promulgated under the Exchange Act or any
successor to Rule 16b-3, as in effect from time to time.

(ww) “Securities Act” means the Securities Act of 1933, as amended.

(xx) “Stock Appreciation
Right” or “SAR” means a right to receive the
appreciation on Common Stock that is granted pursuant to the terms and
conditions of Section 5.

(yy) “Stock Appreciation Right
Agreement” means a written agreement
between the Company and a holder of a Stock Appreciation Right evidencing the
terms and conditions of a Stock Appreciation Right grant. Each Stock
Appreciation Right Agreement will be subject to the terms and conditions of the
Plan.

(zz) “Stock Award” means any right to receive Common Stock granted under the
Plan, including an Incentive Stock Option, a Nonstatutory Stock Option, a
Restricted Stock Award, a Restricted Stock Unit Award, a Stock Appreciation
Right, a Performance Stock Award or any Other Stock Award.

(aaa) “Stock Award
Agreement” means a written agreement
between the Company and a Participant evidencing the terms and conditions of a
Stock Award grant. Each Stock Award Agreement will be subject to the terms and
conditions of the Plan.

(bbb) “Subsidiary” means, with respect to the Company, (i) any corporation of
which more than 50% of the outstanding capital stock having ordinary voting
power to elect a majority of the board of directors of such corporation
(irrespective of whether, at the time, stock of any other class or classes of
such corporation will have or might have voting power by reason of the happening
of any contingency) is at the time, directly or indirectly, Owned by the
Company, and (ii) any partnership, limited liability company or other entity in
which the Company has a direct or indirect interest (whether in the form of
voting or participation in profits or capital contribution) of more than
50%.

(ccc) “Ten Percent
Stockholder” means a person who Owns (or
is deemed to Own pursuant to Section 424(d) of the Code) stock possessing more
than ten percent of the total combined voting power of all classes of stock of
the Company or any Affiliate.

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