EX-10.3



 Exhibit 10.3 

ETSY, INC. 

2015 EQUITY INCENTIVE PLAN 

(EFFECTIVE MARCH 4, 2015) 







 ETSY, INC. 

2015 EQUITY INCENTIVE PLAN 

ARTICLE 1. INTRODUCTION. 
 The
Board adopted the Plan to become effective immediately, although no Awards may be granted prior to the IPO Date. The purpose of the Plan is to promote the long-term success of the Company and the creation of stockholder value by (a) linking
Service Providers’ interests directly to stockholder interests through increased stock ownership, (b) attracting, motivating and retaining key Service Providers and (c) encouraging Service Providers to focus on long-range corporate
objectives. The Plan seeks to achieve this purpose by providing for Awards in the form of Options (which may constitute ISOs or NSOs), SARs, Restricted Shares, Stock Units and Performance Cash Awards. 

ARTICLE 2. ADMINISTRATION. 
 2.1
General. The Plan will be administered by the Board or the Compensation Committee (the “Committee”), to the extent the Board delegates such authority to the Committee. 

2.2 Section 162(m). To the extent an Award is intended to qualify as “performance-based compensation” within the meaning of
Code Section 162(m), the Plan will be administered by a committee consisting solely of two or more “outside directors” within the meaning of Code Section 162(m).  

2.3 Section 16. To the extent desirable to qualify transactions hereunder as exempt under Exchange Act Rule 16b-3, such transactions
will be approved by the entire Board or a committee of two or more “non-employee directors” within the meaning of Exchange Act Rule 16b-3. 

2.4 Powers of Administrator. Subject to the terms of the Plan, the Administrator shall have the authority to (a) select the
Service Providers who are to receive Awards under the Plan, (b) determine the type, number, vesting requirements and other features and conditions of such Awards, (c) determine whether and to what extent any Performance Goals have been
attained, (d) interpret the Plan and Awards granted under the Plan, (e) make, amend and rescind rules relating to the Plan and Awards granted under the Plan, including rules relating to sub-plans established for the purposes of satisfying
applicable foreign laws or for qualifying for favorable tax treatment under applicable foreign laws, (f) impose such restrictions, conditions or limitations as it determines appropriate as to the timing and manner of any resales by a
Participant of any Common Shares issued pursuant to an Award, including restrictions under an insider trading policy and restrictions as to the use of a specified brokerage firm for such resales, and (g) make all other decisions relating to the
operation of the Plan and Awards granted under the Plan. 







 2.5 Effect of Administrator’s Decisions. The Administrator’s decisions,
determinations and interpretations shall be final and binding on all Participants and any other holders of Awards. 
 2.6 Governing
Law. The Plan shall be governed by, and construed in accordance with, the laws of the State of Delaware (except its choice-of-law provisions). 

ARTICLE 3. SHARES AVAILABLE FOR GRANTS. 

3.1 Basic Limitation. Common Shares issued pursuant to the Plan may be authorized but unissued shares or treasury shares. The aggregate
number of Common Shares issued under the Plan shall not exceed the sum of (a) 14,100,000 Common Shares, (b) the number of Common Shares reserved under the Predecessor Plan that are not issued or subject to outstanding awards under the
Predecessor Plan on the IPO Date, (c) any Common Shares subject to outstanding options under the Predecessor Plan on the IPO Date that subsequently expire or lapse unexercised and Common Shares issued pursuant to awards granted under the
Predecessor Plan that are outstanding on the IPO Date and that are subsequently forfeited to or repurchased by the Company and (d) the additional Common Shares described in Articles 3.2 and 3.3; provided, however, that no more than
24,252,967 Common Shares, in the aggregate, shall be added to the Plan pursuant to clauses (b) and (c). The number of Common Shares that are subject to Stock Awards outstanding at any time under the Plan may not exceed the number of Common
Shares that then remain available for issuance under the Plan. The numerical limitations in this Article 3.1 shall be subject to adjustment pursuant to Article 9. 

3.2 Annual Increase in Shares. As of the first business day of each fiscal year of the Company during the term of the Plan, commencing
in 2016, the aggregate number of Common Shares that may be issued under the Plan shall automatically increase by a number equal to the least of (a) 5% of the total number of Common Shares outstanding on the last business day of the prior fiscal
year, (b) subject to adjustment pursuant to Article 9, 7,050,000 Common Shares, or (c) a number of Common Shares determined by the Board. 

3.3 Shares Returned to Reserve. To the extent that Options, SARs or Stock Units are forfeited or expire for any other reason before
being exercised or settled in full, the Common Shares subject to such Options, SARs or Stock Units shall again become available for issuance under the Plan. If SARs are exercised or Stock Units are settled, then only the number of Common Shares (if
any) actually issued to the Participant upon exercise of such SARs or settlement of such Stock Units, as applicable, shall reduce the number available under Article 3.1 and the balance shall again become available for issuance under the Plan.
If Restricted Shares or Common Shares issued upon the exercise of Options are reacquired by the Company pursuant to a forfeiture provision, repurchase right or for any other reason, then such Common Shares shall again become available for issuance
under the Plan. Common Shares applied to pay the Exercise Price of Options or to satisfy tax withholding obligations related to any Award shall again become available for issuance under the Plan. To the extent that an Award is settled in cash rather
than Common Shares, the cash settlement shall not reduce the number of Shares available for issuance under the Plan. 

  
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 3.4 Awards Not Reducing Share Reserve in Article 3.1. Any dividend equivalents paid or
credited under the Plan with respect to Stock Units shall not be applied against the number of Common Shares that may be issued under the Plan, whether or not such dividend equivalents are converted into Stock Units. In addition, Common Shares
subject to Substitute Awards granted by the Company shall not reduce the number of Common Shares that may be issued under Article 3.1, nor shall shares subject to Substitute Awards again be available for Awards under the Plan in the event of any
forfeiture, expiration or cash settlement of such Substitute Awards. 
 3.5 Code Section 162(m) and 422 Limits. Subject
to adjustment in accordance with Article 9: 
 (a) The aggregate number of Common Shares subject to Options and SARs that may be granted
under this Plan during any fiscal year to any one Participant shall not exceed 1,000,000, except that the Company may grant to a new Employee in the fiscal year in which his or her Service as an Employee first commences Options and/or SARs that
cover (in the aggregate) up to 2,000,000 Common Shares; 
 (b) The aggregate number of Common Shares subject to performance-based Restricted
Share awards and Stock Units that may be granted under this Plan during any fiscal year to any one Participant shall not exceed 750,000, except that the Company may grant to a new Employee in the fiscal year in which his or her Service as an
Employee first commences performance-based Restricted Shares and/or Stock Units that cover (in the aggregate) up to 1,500,000 Common Shares; 

(c) No Participant shall be paid more than $1,500,000 in cash in any fiscal year pursuant to Performance Cash Awards granted under the Plan,
except that a new Employee may be paid Performance Cash Awards of up to $3,000,000 (in the aggregate) in the fiscal year in which his or her Service as an Employee first commences; and 

(d) No more than 38,352,967 Common Shares plus the additional Common Shares described in Article 3.2 may be issued under the Plan upon the
exercise of ISOs. 
 ARTICLE 4. ELIGIBILITY. 

4.1 Incentive Stock Options. Only Employees who are common-law employees of the Company, a
Parent or a Subsidiary shall be eligible for the grant of ISOs. In addition, an Employee who owns more than 10% of the total combined voting power of all classes of outstanding stock of the Company or any of its Parents or Subsidiaries shall not be
eligible for the grant of an ISO unless the additional requirements set forth in Code Section 422(c)(5) are satisfied. 
 4.2 Other
Awards. Awards other than ISOs may only be granted to Service Providers. 

  
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 ARTICLE 5. OPTIONS. 

5.1 Stock Option Agreement. Each grant of an Option under the Plan shall be evidenced by a Stock Option Agreement between the Optionee
and the Company. Such Option shall be subject to all applicable terms of the Plan and may be subject to any other terms that are not inconsistent with the Plan. The Stock Option Agreement shall specify whether the Option is intended to be an ISO or
an NSO. The provisions of the various Stock Option Agreements entered into under the Plan need not be identical. 
 5.2 Number of
Shares. Each Stock Option Agreement shall specify the number of Common Shares subject to the Option, which number shall adjust in accordance with Article 9. 

5.3 Exercise Price. Each Stock Option Agreement shall specify the Exercise Price, which shall not be less than 100% of the Fair Market
Value of a Common Share on the date of grant. The preceding sentence shall not apply to an Option that is a Substitute Award granted in a manner that would satisfy the requirements of Code Section 409A and, if applicable, Code
Section 424(a). 
 5.4 Exercisability and Term. Each Stock Option Agreement shall specify the date or event when all or any
installment of the Option is to become vested and/or exercisable. The Stock Option Agreement shall also specify the term of the Option; provided that, except to the extent necessary to comply with applicable foreign law, the term of an Option shall
in no event exceed 10 years from the date of grant. A Stock Option Agreement may provide for accelerated vesting and/or exercisability upon certain specified events and may provide for expiration prior to the end of its term in the event of the
termination of the Optionee’s Service. 
 5.5 Death of Optionee. After an Optionee’s death, any vested and exercisable
Options held by such Optionee may be exercised by his or her beneficiary or beneficiaries. Each Optionee may designate one or more beneficiaries for this purpose by filing the prescribed form with the Company. A beneficiary designation may be
changed by filing the prescribed form with the Company at any time before the Optionee’s death. If no beneficiary was designated or if no designated beneficiary survives the Optionee, then any vested and exercisable Options held by the Optionee
may be exercised by his or her estate. 
 5.6 Modification or Assumption of Options. Within the limitations of the Plan, the
Administrator may modify, reprice, extend or assume outstanding options or may accept the cancellation of outstanding options (whether granted by the Company or by another issuer) in return for the grant of new Options for the same or a different
number of shares and at the same or a different exercise price or in return for the grant of a different type of Award. The foregoing notwithstanding, no modification of an Option shall, without the consent of the Optionee, impair his or her rights
or obligations under such Option. 
 5.7 Buyout Provisions. The Administrator may at any time (a) offer to buy out for a payment
in cash or cash equivalents an Option previously granted or (b) authorize an Optionee to elect to cash out an Option previously granted, in either case at such time and based upon such terms and conditions as the Administrator shall establish.


  
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 5.8 Payment for Option Shares. The entire Exercise Price of Common Shares issued upon
exercise of Options shall be payable in cash or cash equivalents at the time when such Common Shares are purchased. In addition, the Administrator may, in its sole discretion and to the extent permitted by applicable law, accept payment of all or a
portion of the Exercise Price through any one or a combination of the following forms or methods: 
 (a) Subject to any conditions or
limitations established by the Administrator, by surrendering, or attesting to the ownership of, Common Shares that are already owned by the Optionee with a Fair Market Value on the date of surrender equal to the aggregate exercise price of the
Common Shares as to which such Option will be exercised; 
 (b) By delivering (on a form prescribed by the Company) an irrevocable direction
to a securities broker approved by the Company to sell all or part of the Common Shares being purchased under the Plan and to deliver all or part of the sales proceeds to the Company; 

(c) Subject to such conditions and requirements as the Administrator may impose from time to time, through a net exercise procedure; or 

(d) Through any other form or method consistent with applicable laws, regulations and rules. 

ARTICLE 6. STOCK APPRECIATION RIGHTS. 

6.1 SAR Agreement. Each grant of a SAR under the Plan shall be evidenced by a SAR Agreement between the Optionee and the Company. Such
SAR shall be subject to all applicable terms of the Plan and may be subject to any other terms that are not inconsistent with the Plan. The provisions of the various SAR Agreements entered into under the Plan need not be identical. 

6.2 Number of Shares. Each SAR Agreement shall specify the number of Common Shares to which the SAR pertains, which number shall adjust
in accordance with Article 9. 
 6.3 Exercise Price. Each SAR Agreement shall specify the Exercise Price, which shall in no
event be less than 100% of the Fair Market Value of a Common Share on the date of grant. The preceding sentence shall not apply to a SAR that is a Substitute Award granted in a manner that would satisfy the requirements of Code Section 409A.

 6.4 Exercisability and Term. Each SAR Agreement shall specify the date when all or any installment of the SAR is to become vested
and exercisable. The SAR Agreement shall also specify the term of the SAR; provided that except to the extent necessary to comply with applicable foreign law, the term of a SAR shall not exceed 10 years from the date of grant. A SAR Agreement may
provide for accelerated vesting and exercisability upon certain specified events and may provide for expiration prior to the end of its term in the event of the termination of the Optionee’s Service. 

6.5 Exercise of SARs. Upon exercise of a SAR, the Optionee (or any person having the right to exercise the SAR after his or her death)
shall receive from the Company (a) Common 

  
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Shares, (b) cash or (c) a combination of Common Shares and cash, as the Administrator shall determine. The amount of cash and/or the Fair Market Value of Common Shares received upon
exercise of SARs shall, in the aggregate, not exceed the amount by which the Fair Market Value (on the date of surrender) of the Common Shares subject to the SARs exceeds the Exercise Price. If, on the date when a SAR expires, the Exercise Price is
less than the Fair Market Value on such date but any portion of such SAR has not been exercised or surrendered, then such SAR shall automatically be deemed to be exercised as of such date with respect to such portion. A SAR Agreement may also
provide for an automatic exercise of the SAR on an earlier date. 
 6.6 Death of Optionee. After an Optionee’s death, any vested
and exercisable SARs held by such Optionee may be exercised by his or her beneficiary or beneficiaries. Each Optionee may designate one or more beneficiaries for this purpose by filing the prescribed form with the Company. A beneficiary designation
may be changed by filing the prescribed form with the Company at any time before the Optionee’s death. If no beneficiary was designated or if no designated beneficiary survives the Optionee, then any vested and exercisable SARs held by the
Optionee at the time of his or her death may be exercised by his or her estate. 
 6.7 Modification or Assumption of SARs. Within the
limitations of the Plan, the Administrator may modify, reprice, extend or assume outstanding SARs or may accept the cancellation of outstanding SARs (whether granted by the Company or by another issuer) in return for the grant of new SARs for the
same or a different number of shares and at the same or a different exercise price or in return for the grant of a different type of Award. The foregoing notwithstanding, no modification of a SAR shall, without the consent of the Optionee, impair
his or her rights or obligations under such SAR. 
 ARTICLE 7. RESTRICTED SHARES. 

7.1 Restricted Stock Agreement. Each grant of Restricted Shares under the Plan shall be evidenced by a Restricted Stock Agreement
between the recipient and the Company. Such Restricted Shares shall be subject to all applicable terms of the Plan and may be subject to any other terms that are not inconsistent with the Plan. The provisions of the various Restricted Stock
Agreements entered into under the Plan need not be identical. 
 7.2 Payment for Awards. Restricted Shares may be sold or awarded
under the Plan for such consideration as the Administrator may determine, including (without limitation) cash, cash equivalents, property, cancellation of other equity awards, full-recourse promissory notes, past services and future services, and
such other methods of payment as are permitted by applicable law. 
 7.3 Vesting Conditions. Each Award of Restricted Shares may or
may not be subject to vesting and/or other conditions as the Administrator may determine. Vesting shall occur, in full or in installments, upon satisfaction of the conditions specified in the Restricted Stock Agreement. Such conditions, at the
Administrator’s discretion, may include one or more Performance Goals. A Restricted Stock Agreement may provide for accelerated vesting upon certain specified events. 

  
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 7.4 Voting and Dividend Rights. The holders of Restricted Shares awarded under the Plan
shall have the same voting, dividend and other rights as the Company’s other stockholders, unless the Administrator otherwise provides. A Restricted Stock Agreement, however, may require that any cash dividends paid on Restricted Shares
(a) be accumulated and paid when such Restricted Shares vest, or (b) be invested in additional Restricted Shares. Such additional Restricted Shares shall be subject to the same conditions and restrictions as the shares subject to the Stock
Award with respect to which the dividends were paid. In addition, unless the Administrator provides otherwise, if any dividends or other distributions are paid in Common Shares, such Common Shares shall be subject to the same restrictions on
transferability and forfeitability as the Restricted Shares with respect to which they were paid. 
 ARTICLE 8. STOCK UNITS. 

8.1 Stock Unit Agreement. Each grant of Stock Units under the Plan shall be evidenced by a Stock Unit Agreement between the recipient
and the Company. Such Stock Units shall be subject to all applicable terms of the Plan and may be subject to any other terms that are not inconsistent with the Plan. The provisions of the various Stock Unit Agreements entered into under the Plan
need not be identical. 
 8.2 Payment for Awards. To the extent that an Award is granted in the form of Stock Units, no cash
consideration shall be required of the Award recipients. 
 8.3 Vesting Conditions. Each Award of Stock Units may or may not be
subject to vesting, as determined by the Administrator. Vesting shall occur, in full or in installments, upon satisfaction of the conditions specified in the Stock Unit Agreement. Such conditions, at the Administrator’s discretion, may include
one or more Performance Goals. A Stock Unit Agreement may provide for accelerated vesting upon certain specified events. 
 8.4 Voting
and Dividend Rights. The holders of Stock Units shall have no voting rights. Prior to settlement or forfeiture, Stock Units awarded under the Plan may, at the Administrator’s discretion, provide for a right to dividend equivalents. Such
right entitles the holder to be credited with an amount equal to all cash dividends paid on one Common Share while the Stock Unit is outstanding. Dividend equivalents may be converted into additional Stock Units. Settlement of dividend equivalents
may be made in the form of cash, in the form of Common Shares, or in a combination of both. Prior to distribution, any dividend equivalents shall be subject to the same conditions and restrictions as the Stock Units to which they attach. 

8.5 Form and Time of Settlement of Stock Units. Settlement of vested Stock Units may be made in the form of (a) cash,
(b) Common Shares or (c) any combination of both, as determined by the Administrator. The actual number of Stock Units eligible for settlement may be larger or smaller than the number included in the original Award, based on predetermined
performance factors, including Performance Goals. Methods of converting Stock Units into cash may include (without limitation) a method based on the average Fair Market Value of Common Shares over a series of trading days. Vested Stock Units shall
be settled in such manner and at such time(s) as specified in the Stock Unit Agreement. Until an Award of Stock Units is settled, the number of such Stock Units shall be subject to adjustment pursuant to Article 9. 

  
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 8.6 Death of Recipient. Any Stock Units that become payable after the recipient’s
death shall be distributed to the recipient’s beneficiary or beneficiaries. Each recipient of Stock Units under the Plan may designate one or more beneficiaries for this purpose by filing the prescribed form with the Company. A beneficiary
designation may be changed by filing the prescribed form with the Company at any time before the Award recipient’s death. If no beneficiary was designated or if no designated beneficiary survives the Award recipient, then any Stock Units that
become payable after the recipient’s death shall be distributed to the recipient’s estate. 
 8.7 Modification or Assumption of
Stock Units. Within the limitations of the Plan, the Administrator may modify or assume outstanding stock units or may accept the cancellation of outstanding stock units (whether granted by the Company or by another issuer) in return for the
grant of new Stock Units for the same or a different number of shares or in return for the grant of a different type of Award. The foregoing notwithstanding, no modification of a Stock Unit shall, without the consent of the Participant, impair his
or her rights or obligations under such Stock Unit. 
 8.8 Creditors’ Rights. A holder of Stock Units shall have no rights other
than those of a general creditor of the Company. Stock Units represent an unfunded and unsecured obligation of the Company, subject to the terms and conditions of the applicable Stock Unit Agreement. 

ARTICLE 9. ADJUSTMENTS; DISSOLUTIONS AND LIQUIDATIONS; CORPORATE TRANSACTIONS. 

9.1 Adjustments. In the event of a subdivision of the outstanding Common Shares, a declaration of a dividend payable in Common Shares, a
combination or consolidation of the outstanding Common Shares (by reclassification or otherwise) into a lesser number of Common Shares or any other increase or decrease in the number of issued Common Shares effected without receipt of consideration
by the Company, proportionate adjustments shall automatically be made to the following: 
 (a) The number and kind of shares available for
issuance under Article 3, including the numerical share limits in Articles 3.1, 3.2 and 3.5; 
 (b) The number and kind of shares
covered by each outstanding Option, SAR and Stock Unit; or 
 (c) The Exercise Price applicable to each outstanding Option and SAR, and the
repurchase price, if any, applicable to Restricted Shares. 
 In the event of a declaration of an extraordinary dividend payable in a form other than Common
Shares in an amount that has a material effect on the price of Common Shares, a recapitalization, a spin-off or a similar occurrence, the Administrator may make such adjustments as it, in its sole discretion, deems appropriate to the foregoing. Any
adjustment in the number of shares subject to an Award under this Article 9.1 shall be rounded down to the nearest whole share, although the Administrator in its sole discretion may make a cash payment in lieu of a fractional share. Except as
provided in this Article 9, a Participant shall have no rights by reason of any issuance 

  
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by the Company of stock of any class or securities convertible into stock of any class, any subdivision or consolidation of shares of stock of any class, the payment of any stock dividend or any
other increase or decrease in the number of shares of stock of any class. 
 9.2 Dissolution or Liquidation. To the extent not
previously exercised or settled, Options, SARs and Stock Units shall terminate immediately prior to the dissolution or liquidation of the Company. 

9.3 Corporate Transactions. In the event that the Company is a party to a merger, consolidation, or a Change in Control (other than one
described in Article 14.6(d)), all Common Shares acquired under the Plan and all Awards outstanding on the effective date of the transaction shall be treated in the manner described in the definitive transaction agreement (or, in the event the
transaction does not entail a definitive agreement to which the Company is party, in the manner determined by the Administrator, with such determination having final and binding effect on all parties), which agreement or determination need not treat
all Awards (or portions thereof) in an identical manner. Unless an Award Agreement provides otherwise, the treatment specified in the transaction agreement or by the Administrator may include (without limitation) one or more of the following with
respect to each outstanding Award: 
 (a) The continuation of such outstanding Award by the Company (if the Company is the
surviving entity); 
 (b) The assumption of such outstanding Award by the surviving entity or its parent, provided that the
assumption of an Option or a SAR shall comply with applicable tax requirements; 
 (c) The substitution by the surviving
entity or its parent of an equivalent award for such outstanding Award (including, but not limited to, an award to acquire the same consideration paid to the holders of Common Shares in the transaction), provided that the substitution of an Option
or a SAR shall comply with applicable tax requirements; 
 (d) The cancellation of the unvested portion (after taking into
account any vesting occurring at or prior to the effective time of the transaction) of any such outstanding Award without payment of any consideration; 

(e) The cancellation of such Award and a payment to the Participant with respect to each share subject to the portion of the
Award that is vested or becomes vested as of the effective time of the transaction equal to the excess of (A) the value, as determined by the Administrator in its absolute discretion, of the property (including cash) received by the holder
of a Common Share as a result of the transaction, over (if applicable) (B) the per-share Exercise Price of such Award (such excess, if any, the “Spread”). Such payment shall be made in the form of cash, cash equivalents,
or securities of the surviving entity or its parent having a value equal to the Spread. In addition, any escrow, holdback, earn-out or similar provisions in the transaction agreement may apply to such payment to the same extent and in the same
manner as such provisions apply to the holders of 

  
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Common Shares, but only to the extent the application of such provisions does not adversely affect the status of the Award as exempt from Code Section 409A. If the Spread
applicable to an Award (whether or not vested) is zero or a negative number, then the Award may be cancelled without making a payment to the Participant. In the event that a Stock Unit is subject to Code Section 409A, the payment described
in this clause (e) shall be made on the settlement date specified in the applicable Stock Unit Agreement, provided that settlement may be accelerated in accordance with Treasury Regulation Section 1.409A-3(j)(4); or 

(f) The assignment of any reacquisition or repurchase rights held by the Company in respect of an Award of Restricted Shares to
the surviving entity or its parent, with corresponding proportionate adjustments made to the price per share to be paid upon exercise of any such reacquisition or repurchase rights. 

For avoidance of doubt, the Administrator shall have the discretion, exercisable either at the time an Award is granted or at any time while the Award remains
outstanding, to provide for the acceleration of vesting upon the occurrence of a Change in Control, whether or not the Award is to be assumed or replaced in the transaction, or in connection with a termination of the Participant’s Service
following a transaction. 
 Any action taken under this Article 9.3 shall either preserve an Award’s status as exempt from Code Section 409A or
comply with Code Section 409A. 
 ARTICLE 10. OTHER AWARDS. 

10.1 Performance Cash Awards. A Performance Cash Award is a cash award that may be granted subject to the attainment of specified
Performance Goals during a Performance Period. A Performance Cash Award may also require the completion of a specified period of continuous Service. The length of the Performance Period, the Performance Goals to be attained during the Performance
Period, and the degree to which the Performance Goals have been attained shall be determined conclusively by the Administrator. Each Performance Cash Award shall be set forth in a written agreement or in a resolution duly adopted by the
Administrator which shall contain provisions determined by the Administrator and not inconsistent with the Plan. The terms of various Performance Cash Awards need not be identical. 

10.2 Awards Under Other Plans. The Company may grant awards under other plans or programs. Such awards may be settled in the form of
Common Shares issued under this Plan. Such Common Shares shall be treated for all purposes under the Plan like Common Shares issued in settlement of Stock Units and shall, when issued, reduce the number of Common Shares available under
Article 3. 
 ARTICLE 11. LIMITATION ON RIGHTS. 

11.1 Retention Rights. Neither the Plan nor any Award granted under the Plan shall be deemed to give any individual a right to remain a
Service Provider. The Company and its Parents, Subsidiaries and Affiliates reserve the right to terminate the Service of any Service Provider at any time, with or without cause, subject to applicable laws, the Company’s certificate of
incorporation and by-laws and a written employment agreement (if any). 

  
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 11.2 Stockholders’ Rights. Except as set forth in Article 7.4 or 8.4 above, a
Participant shall have no dividend rights, voting rights or other rights as a stockholder with respect to any Common Shares covered by his or her Award prior to the time when a stock certificate for such Common Shares is issued or, if applicable,
the time when he or she becomes entitled to receive such Common Shares by filing any required notice of exercise and paying any required Exercise Price. No adjustment shall be made for cash dividends or other rights for which the record date is
prior to such time, except as expressly provided in the Plan. 
 11.3 Regulatory Requirements. Any other provision of the Plan
notwithstanding, the obligation of the Company to issue Common Shares under the Plan shall be subject to all applicable laws, rules and regulations and such approval by any regulatory body as may be required. The Company reserves the right to
restrict, in whole or in part, the delivery of Common Shares pursuant to any Award prior to the satisfaction of all legal requirements relating to the issuance of such Common Shares, to their registration, qualification or listing or to an exemption
from registration, qualification or listing. The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed necessary by the Company’s counsel to be necessary to the lawful issuance and
sale of any Common Shares hereunder, will relieve the Company of any liability in respect of the failure to issue or sell such Common Shares as to which such requisite authority will not have been obtained. 

11.4 Transferability of Awards. The Administrator may, in its sole discretion, permit transfer of an Award in a manner
consistent with applicable law. Unless otherwise determined by the Administrator, Awards shall be transferable by a Participant only by (a) beneficiary designation, (b) a will or (c) the laws of descent and distribution;
provided that, in any event, an ISO may only be transferred by will or by the laws of descent and distribution and may be exercised during the lifetime of the Optionee only by the Optionee or by the Optionee’s guardian or legal
representative. 
 11.5 Other Conditions and Restrictions on Common Shares. Any Common Shares issued under the Plan shall be
subject to such forfeiture conditions, rights of repurchase, rights of first refusal, other transfer restrictions and such other terms and conditions as the Administrator may determine. Such conditions and restrictions shall be set forth in the
applicable Award Agreement and shall apply in addition to any restrictions that may apply to holders of Common Shares generally. In addition, Common Shares issued under the Plan shall be subject to such conditions and restrictions imposed either by
applicable law or by Company policy, as adopted from time to time, designed to ensure compliance with applicable law or laws with which the Company determines in its sole discretion to comply including in order to maintain any statutory, regulatory
or tax advantage. 
 11.6 Clawback. Notwithstanding any other provisions in this Plan, any Award that is subject to
recovery under any law, government regulation, stock exchange listing requirement or Company policy, will be subject to such deductions and clawback as may be required to be made pursuant to such law, government regulation, stock exchange listing
requirement or Company policy. 

  
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 ARTICLE 12. TAXES. 

12.1 General. It is a condition to each Award under the Plan that a Participant or his or her successor shall make arrangements
satisfactory to the Company for the satisfaction of any federal, state, local or foreign withholding tax obligations that arise in connection with any Award granted under the Plan. The Company shall not be required to issue any Common Shares or make
any cash payment under the Plan unless such obligations are satisfied. 
 12.2 Share Withholding. To the extent that applicable law
subjects a Participant to tax withholding obligations, the Administrator may permit such Participant to satisfy all or part of such obligations by having the Company withhold all or a portion of any Common Shares that otherwise would be issued to
him or her or by surrendering all or a portion of any Common Shares that he or she previously acquired. Such Common Shares shall be valued on the date when they are withheld or surrendered. Any payment of taxes by assigning Common Shares to the
Company may be subject to restrictions including any restrictions required by SEC, accounting or other rules. 
 12.3 Section 162(m)
Matters The Administrator, in its sole discretion, may determine whether an Award is intended to qualify as “performance-based compensation” within the meaning of Code Section 162(m). The Administrator may grant Awards that are
based on Performance Goals but that are not intended to qualify as performance-based compensation. With respect to any Award that is intended to qualify as performance-based compensation, the Administrator shall designate the Performance Goal(s)
applicable to, and the formula for calculating the amount payable under, an Award within 90 days following commencement of the applicable Performance Period (or such earlier time as may be required under Code Section 162(m)), and in any event
at a time when achievement of the applicable Performance Goal(s) remains substantially uncertain. Prior to the payment of any Award that is intended to constitute performance-based compensation, the Administrator shall certify in writing whether and
the extent to which the Performance Goal(s) were achieved for such Performance Period. The Administrator shall have the right to reduce or eliminate (but not to increase) the amount payable under an Award that is intended to constitute
performance-based compensation. 
 12.4 Section 409A Matters. Except as otherwise expressly set forth in an Award Agreement, it is
intended that Awards granted under the Plan either be exempt from, or comply with, the requirements of Code Section 409A. To the extent an Award is subject to Code Section 409A (a “409A Award”), the terms of the Plan, the
Award and any written agreement governing the Award shall be interpreted to comply with the requirements of Code Section 409A so that the Award is not subject to additional tax or interest under Code Section 409A, unless the Administrator
expressly provides otherwise. A 409A Award shall be subject to such additional rules and requirements as specified by the Administrator from time to time in order for it to comply with the requirements of Code Section 409A. In this regard, if
any amount under a 409A Award is payable upon a “separation from service” to an individual who is considered a “specified employee” (as each term is defined under Code Section 409A), then no such payment shall be made prior
to the date that is the earlier of (i) six months and one day after the Participant’s separation from service or (ii) the Participant’s death, but only to the extent such delay is necessary to prevent such payment from being
subject to Code Section 409A(a)(1). 

  
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 12.5 Limitation on Liability. Neither the Company nor any person serving as Administrator
shall have any liability to a Participant in the event an Award held by the Participant fails to achieve its intended characterization under applicable tax law. 

ARTICLE 13. FUTURE OF THE PLAN. 
 13.1
Term of the Plan. The Plan, as set forth herein, shall become effective on the date of its adoption by the Board, subject to approval of the Company’s stockholders under Article 13.3 below. The Plan shall terminate automatically 10 years
after the later of (a) the date when the Board adopted the Plan or (b) the date when the Board approved the most recent increase in the number of Common Shares reserved under Article 3 that was also approved by the Company’s
stockholders. 
 13.2 Amendment or Termination. The Board may, at any time and for any reason, amend or terminate the Plan. No Awards
shall be granted under the Plan after the termination thereof. The termination of the Plan, or any amendment thereof, shall not affect any Award previously granted under the Plan. 

13.3 Stockholder Approval. To the extent required by applicable law, the Plan will be subject to the approval of the Company’s
stockholders within 12 months of its adoption date. An amendment of the Plan shall be subject to the approval of the Company’s stockholders only to the extent required by applicable laws, regulations or rules. 

ARTICLE 14. DEFINITIONS. 
 14.1
“Administrator” means the Board or the Compensation Committee administering the Plan in accordance with Article 2. 

14.2 “Affiliate” means any entity other than a Subsidiary, if the Company and/or one or more Subsidiaries own not less
than 50% of such entity. 
 14.3 “Award” means any award granted under the Plan, including as an Option, a SAR, a
Restricted Share, a Stock Unit or a Performance Cash Award. 
 14.4 “Award Agreement” means a Stock Option Agreement, an
SAR Agreement, a Restricted Stock Agreement, a Stock Unit Agreement or such other agreement evidencing an Award granted under the Plan. 

14.5 “Board” means the Company’s Board of Directors, as constituted from time to time. 

14.6 “Change in Control” means: 

(a) Any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the “beneficial owner” (as
defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the total voting power represented by the Company’s then-outstanding voting securities; 

  
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 (b) The consummation of the sale or disposition by the Company of all or substantially all of the
Company’s assets; 
 (c) The consummation of a merger or consolidation of the Company with or into any other entity, other than a
merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or
its parent) more than fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation; or 

(d) Individuals who are members of the Board (the “Incumbent Board”) cease for any reason to constitute at least a
majority of the members of the Board over a period of 12 months; 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 shall, for purposes of this Plan, be considered as a member of the Incumbent Board. 
 A
transaction shall not constitute a Change in Control if its sole purpose is to change the state of the Company’s incorporation or to create a holding company that will be owned in substantially the same proportions by the persons who held the
Company’s securities immediately before such transaction. In addition, if a Change in Control constitutes a payment event with respect to any Award which provides for a deferral of compensation and is subject to Code Section 409A, then
notwithstanding anything to the contrary in the Plan or applicable Award Agreement the transaction with respect to such Award must also constitute a “change in control event” as defined in Treasury Regulation Section 1.409A-3(i)(5) to
the extent required by Code Section 409A. 
 14.7 “Code” means the Internal Revenue Code of 1986, as
amended. 
 14.8 “Committee” means the Compensation Committee of the Board. 

14.9 “Common Share” means one share of the common stock of the Company. 

14.10 “Company” means Etsy, Inc., a Delaware corporation. 

14.11 “Consultant” means a consultant or adviser who provides bona fide services to the Company,
a Parent, a Subsidiary or an Affiliate as an independent contractor and who qualifies as a consultant or advisor under Instruction A.1.(a)(1) of Form S-8 under the Securities Act. 

14.12 “Employee” means a common-law employee of the Company, a Parent, a
Subsidiary or an Affiliate. 
 14.13 “Exchange Act” means the Securities Exchange Act of 1934, as amended.


  
 14 








 14.14 “Exercise Price,” in the case of an Option, means the amount for
which one Common Share may be purchased upon exercise of such Option, as specified in the applicable Stock Option Agreement. “Exercise Price,” in the case of a SAR, means an amount, as specified in the applicable SAR Agreement, which is
subtracted from the Fair Market Value of one Common Share in determining the amount payable upon exercise of such SAR. 

14.15 “Fair Market Value” means the closing price of a Common Share on any established stock exchange or a national
market system on the applicable date or, if the applicable date is not a trading day, on the last trading day prior to the applicable date, as reported in a source that the Administrator deems reliable. If Common Shares are not traded on an
established stock exchange or a national market system, the Fair Market Value shall be determined by the Administrator in good faith on such basis as it deems appropriate. The Administrator’s determination shall be conclusive and binding on all
persons. 
 14.16 “IPO Date” means the effective date of the registration statement filed by the Company with the
Securities and Exchange Commission for its initial offering of Common Stock to the public. 
 14.17 “ISO” means an
incentive stock option described in Code Section 422(b). 
 14.18 “Non-Employee Director” means a member
of the Board who is not an Employee. 
 14.19 “NSO” means a stock option not described in Code
Sections 422 or 423. 
 14.20 “Option” means an ISO or NSO granted under the Plan and entitling the
holder to purchase Common Shares. 
 14.21 “Optionee” means an individual or estate holding an Option or
SAR. 
 14.22 “Parent” means any corporation (other than the Company) in an unbroken chain of corporations
ending with the Company, if each of the corporations other than the Company owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. A corporation that attains the
status of a Parent on a date after the adoption of the Plan shall be considered a Parent commencing as of such date. 
 14.23
“Participant” means an individual or estate holding an Award. 
 14.24 “Performance Cash
Award” means an award of cash granted under Article 10.1 of the Plan. 
 14.25 “Performance Goal” means a
goal established by the Administrator for the applicable Performance Period based on one or more of the performance criteria set forth in Appendix A. Depending on the performance criteria used, a Performance Goal may be expressed in terms of
overall Company performance or the performance of a business unit, division, Subsidiary, Affiliate or an individual. A Performance Goal may be measured either in absolute terms or relative to the performance of one or more comparable companies or
one or 

  
 15 








 
more relevant indices. The Administrator may adjust the results under any performance criterion to exclude any of the following events that occurs during a Performance Period: (a) asset
write-downs, (b) litigation, claims, judgments or settlements, (c) the effect of changes in tax laws, accounting principles or other laws or provisions affecting reported results, (d) accruals for reorganization and restructuring
programs, (e) mergers or acquisitions, (f) exchange rate effects for non-U.S. dollar denominated net sales and operating earnings, (g) statutory adjustments to corporate tax rates or (h) any other extraordinary, unusual or
non-recurring items; provided, however, that if an Award is intended to qualify as “performance-based compensation” within the meaning of Code Section 162(m), such adjustment(s) shall only be made to the extent consistent with Code
Section 162(m). 
 14.26 “Performance Period” means a period of time selected by the Administrator over which
the attainment of one or more Performance Goals will be measured for the purpose of determining a Participant’s right to a Performance Cash Award or an Award of Restricted Shares or Stock Units that vests based on the achievement of Performance
Goals. Performance Periods may be of varying and overlapping duration, at the discretion of the Administrator. 
 14.27
“Plan” means this Etsy, Inc. 2015 Equity Incentive Plan, as amended from time to time. 
 14.28 “Predecessor
Plan” means the Company’s 2006 Stock Plan, as amended. 
 14.29 “Restricted Share” means a
Common Share awarded under the Plan. 
 14.30 “Restricted Stock Agreement” means the agreement between the
Company and the recipient of a Restricted Share that contains the terms, conditions and restrictions pertaining to such Restricted Share. 

14.31 “SAR” means a stock appreciation right granted under the Plan. 

14.32 “SAR Agreement” means the agreement between the Company and an Optionee that contains the terms, conditions and
restrictions pertaining to his or her SAR. 
 14.33 “Securities Act” means the Securities Act of 1933, as amended.

 14.34 “Service” means service as an Employee, Non-Employee Director or Consultant. 

14.35 “Service Provider” means any individual who is an Employee, Non-Employee Director or Consultant. 

14.36 “Stock Award” means any award of an Option, a SAR, a Restricted Share or a Stock Unit under the Plan. 

14.37 “Stock Option Agreement” means the agreement between the Company and an Optionee that contains the terms, conditions
and restrictions pertaining to his or her Option. 

  
 16 








 14.38 “Stock Unit” means a bookkeeping entry representing the equivalent
of one Common Share, as awarded under the Plan. 
 14.39 “Stock Unit Agreement” means the agreement between
the Company and the recipient of a Stock Unit that contains the terms, conditions and restrictions pertaining to such Stock Unit. 

14.40 “Subsidiary” means any corporation (other than the Company) in an unbroken chain of corporations beginning with the
Company, if each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. A corporation
that attains the status of a Subsidiary on a date after the adoption of the Plan shall be considered a Subsidiary commencing as of such date. 

14.41 “Substitute Awards” means Awards or Common Shares issued by the Company in assumption of, or substitution or
exchange for, Awards previously granted, or the right or obligation to make future awards, in each case by a corporation acquired by the Company or any Affiliate or with which the Company or any Affiliate combines to the extent permitted by NASDAQ
Marketplace Rule 5635 or any successor thereto. 

  
 17 








 APPENDIX A 

PERFORMANCE CRITERIA 

The Administrator may establish Performance Goals derived from one or more of the following criteria when it makes Awards intended to qualify as
performance-based compensation under Section 162(m) of the Code: 
  

	 	•	 	Budget performance 

  

	 	•	 	Buyer acquisition, retention and/or growth 

  

	 	•	 	Cash flow 

  

	 	•	 	Cash flow return on investment 

  

	 	•	 	Comparisons with various stock market indices 

  

	 	•	 	Costs & expenses, including reduction of both 

  

	 	•	 	Earnings or earnings per share (including earnings before taxes, earnings before interest and taxes, earnings before interest, taxes and depreciation, or earnings before interest, taxes, depreciation and amortization,
including adjusted measures) 

  

	 	•	 	Employee satisfaction and/or retention 

  

	 	•	 	Free cash flow or free cash flow per share 

  

	 	•	 	Gross margin 

  

	 	•	 	Gross profits 

  

	 	•	 	Headcount 

  

	 	•	 	Market share 

  

	 	•	 	Net income (before or after taxes) 

  

	 	•	 	Operating income or EBIT (Earnings before Interest and Taxes) on a GAAP or non-GAAP basis 

  

	 	•	 	Operating or EBIT margin 

  

	 	•	 	Return on assets, investment or capital employed 

  

	 	•	 	Return on equity or average stockholders’ equity 

  

	 	•	 	Revenue (gross or net) 

  

	 	•	 	GMS (Gross Merchandise Sales) 

  

	 	•	 	Seller acquisition, retention and/or growth 

  

	 	•	 	Member satisfaction 

  

	 	•	 	Stockholders’ equity 

  

	 	•	 	Stock price return relative to market indices and/or peer group 

  

	 	•	 	Total stockholder return 

  

	 	•	 	Working capital 

 Any of the above metrics may be measured either in absolute terms, compared to any
incremental increase or decrease or compared to results of a peer group, to market performance indicators or to market indices. 







 ETSY, INC. 

2015 EQUITY INCENTIVE PLAN 

NOTICE OF STOCK OPTION GRANT 

You have been granted the following option to purchase shares of the common stock of Etsy, Inc. (the “Company”): 

 

			
	Name of Optionee:		«Name»
		
	Total Number of Shares:		«TotalShares»
		
	Type of Option:		«ISO»Incentive Stock Option
		
			«NSO»Nonstatutory Stock Option
		
	Exercise Price per Share:		$«PricePerShare»
		
	Date of Grant:		«DateGrant»
		
	Vesting Commencement Date:		«VestDay»
		
	Vesting Schedule:		This option vests and becomes exercisable with respect to the first «CliffPercent»% of the shares subject to this option when you complete «CliffPeriod» months of continuous “Service” (as defined in
the Plan) from the Vesting Commencement Date. Thereafter, this option vests and becomes exercisable with respect to an additional «Percent»% of the shares subject to this option when you complete each additional
«IncrementPeriod» month of continuous Service.
		
	Expiration Date:		«ExpDate». This option expires earlier if your Service terminates earlier, as described in the Stock Option Agreement, and may terminate earlier in connection with certain corporate transactions as described in Article 9
of the Plan.


 You and the Company agree that this option is granted under and governed by the terms and conditions of the
Company’s 2015 Equity Incentive Plan (the “Plan”) and the Stock Option Agreement, both of which are attached to, and made a part of, this document. 

You further agree to accept by email all documents relating to the Plan or this option (including, without limitation, prospectuses required by the Securities
and Exchange Commission) and all other documents that the Company is required to deliver to its security holders (including, without limitation, annual reports and proxy statements). You also agree that the Company may deliver these documents by
posting them on a website maintained by the Company or by a third party under contract with the Company. If the Company posts these documents on a website, it will notify you by email. 

You further agree to comply with the Company’s Insider Trading Policy when selling shares of the Company’s common stock. 

 

									
	OPTIONEE				ETSY, INC.
				
	  
				By:		  

					Title:		  









 ETSY, INC. 

2015 EQUITY INCENTIVE PLAN 

STOCK OPTION AGREEMENT 

 

			
	Grant of Option		 Subject to all of the terms and conditions set forth in the Notice of Stock Option Grant, this Stock Option Agreement (the
“Agreement”) and the Plan, the Company has granted you an option to purchase up to the total number of shares specified in the Notice of Stock Option Grant at the exercise price indicated in the Notice of Stock Option Grant.

 
 All capitalized terms used in this Agreement shall have the meanings assigned to them in
this Agreement, the Notice of Stock Option Grant or the Plan.
  
 For all purposes
applicable to this option, “Service” means your continuous service as an Employee [or Consultant].

		
	Tax Treatment		This option is intended to be an incentive stock option under Section 422 of the Code or a nonstatutory stock option, as provided in the Notice of Stock Option Grant. However, even if this option is designated as an incentive
stock option in the Notice of Stock Option Grant, it shall be deemed to be a nonstatutory stock option to the extent it does not qualify as an incentive stock option under federal tax law, including under the $100,000 annual limitation under
Section 422(d) of the Code.
		
	Vesting		 This option vests and becomes exercisable in accordance with the vesting schedule set forth in the Notice of Stock Option Grant.

 
 In no event will this option vest or become exercisable for additional shares after your
Service has terminated for any reason.

		
	Term		This option expires in any event at the close of business at Company headquarters on the day before the [10th] anniversary of the Date of Grant, as shown in the Notice of Stock
Option Grant. (This option will expire earlier if your Service terminates, as described below, and this option may be terminated earlier as provided in Article 9 of the Plan.)
		
	Termination of Service		If your Service terminates for any reason, this option will expire immediately to the extent the option is unvested as of your termination date and does not vest as a result of your termination of Service. The Company determines
when your Service terminates for all purposes of this option.
		
	Regular Termination		If your Service terminates for any reason except death or total and permanent disability, then this option, to the extent vested as of your termination date, will expire at the close of business at Company headquarters on the date
three months after your termination date.









			
	Death		If you die before your Service terminates, then this option will expire at the close of business at Company headquarters on the date 12 months after the date of death.
		
	Disability		 If your Service terminates because of your total and permanent disability, then this option will expire at the close of business at Company
headquarters on the date 12 months after your termination date.
  
 For all purposes under
this Agreement, “total and permanent disability” means that you are unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or
which has lasted, or can be expected to last, for a continuous period of not less than one year.

		
	Leaves of Absence and Part-Time Work		 For purposes of this option, your Service does not terminate when you go on a military leave, a sick leave or another bona fide leave
of absence, if the leave was approved by the Company in writing and if continued crediting of Service is required by applicable law, the Company’s leave of absence policy, or the terms of your leave. However, your Service terminates when the
approved leave ends, unless you immediately return to active work.
  
 If you go on a
leave of absence, then the vesting schedule specified in the Notice of Stock Option Grant may be adjusted in accordance with the Company’s leave of absence policy or the terms of your leave. If you commence working on a part-time basis, the
Company may adjust the vesting schedule so that the rate of vesting is commensurate with your reduced work schedule.

		
	Notice Concerning Incentive Stock Option Treatment		Even if this option is designated as an incentive stock option in the Notice of Stock Option Grant, it ceases to qualify for favorable tax treatment as an incentive stock option to the extent that it is exercised: (a) more than
three months after the date when you cease to be an Employee for any reason other than death or permanent and total disability (as defined in Section 22(e)(3) of the Code), (b) more than 12 months after the date when you cease to be an Employee by
reason of permanent and total disability (as defined in Section 22(e)(3) of the Code) or (c) more than three months after the date when you have been on a leave of absence for three months, unless your reemployment rights following such leave were
guaranteed by statute or by contract.
		
	Restrictions on Exercise		The Company will not permit you to exercise this option if the issuance of shares at that time would violate any law or regulation.
		
	Notice of Exercise		When you wish to exercise this option, you must notify the Company by filing the proper “Notice of Exercise” form at the address given on the form or, if the Company has designated a brokerage firm to administer
the


  
 2 









			
			 Plan, you must notify such brokerage firm in the manner such brokerage firm requires. Your notice must specify how many shares you wish to
purchase. The notice will be effective when the Company receives it.
  
 However, if you
wish to exercise this option by executing a same-day sale (as described below), you must follow the instructions of the Company and the broker who will execute the sale.
  

If someone else wants to exercise this option after your death, that person must prove to the Company’s satisfaction that he or she is entitled to do
so.
  
 You may only exercise your option for whole shares.

		
	Form of Payment		 When you submit your notice of exercise, you must include payment of the option exercise price for the shares that you are purchasing. To the
extent permitted by applicable law, payment may be made in one (or a combination of two or more) of the following forms:
  

•    By delivering to the Company your personal check, a cashier’s check or a money
order, or arranging for a wire transfer.
  

•    By delivering to the Company certificates for shares of Company stock that you own,
along with any forms needed to effect a transfer of those shares to the Company. The value of the shares, determined as of the effective date of the option exercise, will be applied to the option exercise price. Instead of surrendering shares of
Company stock, you may attest to the ownership of those shares on a form provided by the Company and have the same number of shares subtracted from the option shares issued to you.

 
 •    By giving to a
securities broker approved by the Company irrevocable directions to sell all or part of your option shares and to deliver to the Company, from the sale proceeds, an amount sufficient to pay the option exercise price and any withholding taxes. (The
balance of the sale proceeds, if any, will be delivered to you.) The directions must be given in accordance with the instructions of the Company and the broker. This exercise method is sometimes called a “same-day sale.”

		
	Withholding Taxes		You will not be allowed to exercise this option unless you make arrangements acceptable to the Company to pay any withholding taxes that may be due as a result of the option exercise. These arrangements include payment in cash. With
the Company’s consent, these arrangements may also include (a) payment from the proceeds of the sale of shares through a Company-approved broker, (b) withholding shares of Company stock that otherwise would be issued to you when you
exercise this option with a fair market value no greater than the minimum amount required to be withheld by law, (c) surrendering shares that you previously


  
 3 









			
			acquired with a fair market value no greater than the minimum amount required to be withheld by law, or (d) withholding cash from other compensation. The fair market value of withheld or surrendered shares, determined as of the
date when taxes otherwise would have been withheld in cash, will be applied to the withholding taxes.
		
	Restrictions on Resale		You agree not to sell any option shares at a time when applicable laws, Company policies or an agreement between the Company and its underwriters prohibit a sale. This restriction will apply as long as your Service continues and for
such period of time after the termination of your Service as the Company may specify.
		
	Transfer of Option		 Prior to your death, only you may exercise this option. You cannot transfer or assign this option. For instance, you may not sell this option
or use it as security for a loan. If you attempt to do any of these things, this option will immediately become invalid. You may, however, dispose of this option in your will or by means of a written beneficiary designation; provided, however, that
your beneficiary or a representative of your estate acknowledges and agrees in writing in a form reasonably acceptable to the Company, to be bound by the provisions of this Agreement and the Plan as if such beneficiary of the estate were you.

 
 Regardless of any marital property settlement agreement, the Company is not obligated to
honor a notice of exercise from your former spouse, nor is the Company obligated to recognize your former spouse’s interest in your option in any other way.

		
	Retention Rights		Your option or this Agreement does not give you the right to be retained by the Company, a Parent, Subsidiary, or an Affiliate in any capacity. The Company and its Parents, Subsidiaries, and Affiliates reserve the right to terminate
your Service at any time, with or without cause.
		
	Stockholder Rights		You, or your estate or heirs, have no rights as a stockholder of the Company until you have exercised this option by giving the required notice to the Company, paying the exercise price, and satisfying any applicable withholding
taxes. No adjustments are made for dividends or other rights if the applicable record date occurs before you exercise this option, except as described in the Plan.
		
	Recoupment Policy		This option, and the shares acquired upon exercise of this option, shall be subject to any Company recoupment policy in effect from time to time.
		
	Adjustments		In the event of a stock split, a stock dividend or a similar change in Company stock, the number of shares covered by this option and the exercise price per share will be adjusted pursuant to the Plan.
		
	Effect of Significant Corporate Transactions		If the Company is a party to a merger, consolidation, or certain change in control transactions, then this option will be subject to the applicable provisions of Article 9 of the
Plan.


  
 4 









			
	Applicable Law		This Agreement will be interpreted and enforced under the laws of the State of Delaware (without regard to its choice-of-law provisions).
		
	The Plan and Other Agreements		 The text of the Plan is incorporated in this Agreement by reference.
  

This Plan, this Agreement and the Notice of Stock Option Grant constitute the entire understanding between you and the Company regarding this option. Any prior
agreements, commitments or negotiations concerning this option are superseded. This Agreement may be amended only by another written agreement between the parties.


 BY SIGNING THE COVER SHEET
OF THIS AGREEMENT, YOU AGREE TO ALL OF THE 

TERMS AND CONDITIONS DESCRIBED ABOVE AND
IN THE PLAN. 

  
 5