VG Holding Corp. 2005 Stock Incentive Plan



 Exhibit 4.03 
 VG HOLDING CORP. 
 2005 STOCK INCENTIVE PLAN, AS AMENDED 
  

	1.	Purpose of the Plan. 

 The purpose of the Plan is to
aid the Company and its Affiliates in recruiting and retaining service providers of outstanding ability and to motivate such persons to exert their best efforts on behalf of the Company and its Affiliates by providing incentives through the granting
of Stock Awards. The Company expects that it will benefit from the added interest that such persons will have in the welfare of the Company as a result of their proprietary interest in the Company. 
  

	2.	Definitions. 

 (a) Affiliate. Affiliate
means, (i) with respect to the Company, any entity directly, or indirectly through one or more intermediaries, controlling or controlled by (but not under common control with) the Company, and (ii) with respect to Elevation, any entity
directly, or indirectly through one or more intermediaries, controlling or controlled by or under common control with Elevation, respectively, but excluding the Company and the Company’s Subsidiaries and other Affiliates that the Company
controls. Solely with respect to the granting of any Incentive Stock Options, Affiliate of the Company means any parent corporation or subsidiary corporation of the Company, whether now or hereafter existing, as those terms are defined in Sections
424(e) and (f), respectively, of the Code. 
 (b) Beneficial Owner. Beneficial Owner shall have the meaning given to such term in Rule
13d-3 and Rule 13d-5 under the Exchange Act (or any successor rules thereto). 
 (c) Board. Board means the Board of Directors of the
Company. 
 (d) Change in Control. 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) the sale, exchange, lease or other disposition, in one or a series of related
transactions, of all or substantially all, of the assets of the Company to any “person” or “group” (as such terms are defined in Sections 13(d)(3) or 14(d)(2) of the Exchange Act) other than one or more of the Permitted Holders
or any group controlled by one or more of the Permitted Holders; or 
 (ii) any person or group, other than one or more of the Permitted
Holders or any group controlled by one or more of the Permitted Holders, is or becomes the Beneficial Owner, directly or indirectly, of more than 50% of the total voting power of the voting stock of the Company (or any entity which controls the
Company or which is a successor to all or substantially all of the assets of the Company), including by way of merger, consolidation, tender or exchange offer or otherwise and the representatives of the Permitted Holders (individually or in the
aggregate) cease to comprise a majority of the Board; or 







 (iii) either a merger or consolidation in which the stockholders of the Company immediately prior to the
merger or consolidation fail to possess direct or indirect beneficial ownership of more than fifty percent (50%) of the voting power of the securities of the surviving corporation (or if the surviving corporation is a subsidiary of another
entity, then the required beneficial ownership shall be determined with respect to the securities of that entity which controls the surviving corporation and is not itself a subsidiary of any other entity) immediately following such transaction (for
purposes of this clause 2(d)(iii), any person who acquired securities of the Company prior to the occurrence of a merger, or consolidation in contemplation of such transaction and who after such transaction possesses direct or indirect beneficial
ownership of at least ten percent (10%) of the securities of the surviving corporation (or if the Company or the surviving corporation is a subsidiary, then of the appropriate entity as determined above) immediately following such transaction
shall not be included in the group of stockholders of the Company immediately prior to such transaction). 
 (e) Code. Code means the
Internal Revenue Code of 1986, as amended. 
 (f) Committee. Committee means a committee of one or more members of the Board appointed
by the Board in accordance with Section 3(c). 
 (g) Common Stock. Common Stock means the common stock, par value $0.01 per
share, of the Company. 
 (h) Company. Company means VG Holding Corp., a Delaware corporation. 
 (i) Consultant. Consultant means any person engaged by the Company, a Subsidiary, or an Affiliate to render consulting or advisory services and
who is compensated for such services. For the purposes of determining eligibility to participate in the Plan, the term Consultant shall be clarified pursuant to the provisions of Section 5(d). 
 (j) Continuous Service. Continuous Service means that the Participant’s service with the Company, a Subsidiary or an Affiliate in his or her
capacity as an Employee, Director, or Consultant, as applicable, is not interrupted or terminated. The Board or the chief executive officer of the Company, in that party’s sole discretion, may determine whether Continuous Service shall be
considered interrupted in the case of any leave of absence approved by that party, including sick leave, military leave or any other personal leave. Notwithstanding the foregoing, a leave of absence shall be treated as Continuous Service for
purposes of vesting only to such extent as may be provided in the Company’s leave of absence policy or in the written terms of the Participant’s leave of absence. 
 (k) Control Event. Control Event means (i) Elevation and its Affiliates, taken together, no longer beneficially own, or otherwise have the
right to vote, voting securities of the Company equal to at least a majority of the voting power with respect to all outstanding voting securities, whether through beneficial ownership of voting securities and/or through proxies, voting trusts,
voting agreements or otherwise, or (ii) any other Person, together with its Affiliates, beneficially owns a greater number of outstanding shares of Common Stock (provided that, for these purposes only, all shares of Common Stock issuable upon
conversion or exercise of Share Equivalents shall be deemed to be outstanding) than beneficially owned on such date by Elevation and its Affiliates, taken together. 
  

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 (l) Covered Employee. Covered Employee means the chief executive officer and the four
(4) other highest compensated officers of the Company for whom total compensation is required to be reported to stockholders under the Exchange Act, as determined for purposes of Section 162(m) of the Code. 
 (m) Director. Director means a member of the Board of Directors of the Company. 
 (n) Disability. Disability means (i) before the Listing Date, the inability of a person, in the opinion of a qualified physician acceptable
to the Company, to perform the major duties of that person’s position with the Company or an Affiliate of the Company because of the sickness or injury of the person and (ii) after the Listing Date, the permanent and total disability of a
person within the meaning of Section 22(e)(3) of the Code. 
 (o) Elevation. Elevation means Elevation Partners, L.P., a Delaware
limited partnership. 
 (p) Employee. Employee means any person employed by the Company or an Affiliate. Service as a Director or
payment of a director’s fee by the Company or an Affiliate shall not be sufficient to constitute “employment” by the Company or an Affiliate. 
 (q) Entity. Entity means a corporation, partnership, limited liability company or other entity. 
 (r)
Exchange Act. Exchange Act means the Securities Exchange Act of 1934, as amended. 
 (s) Fair Market Value. Fair Market Value
means, as of any date, the value of a share of Common Stock determined as follows: 
 (i) If the Common Stock is listed on any established
stock exchange or traded on the Nasdaq National Market or the Nasdaq SmallCap Market, the Fair Market Value of a share of Common Stock shall be the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on such
exchange or market (or the exchange or market with the greatest volume of trading in the Common Stock) on the last market trading day prior to the day of determination, as reported in The Wall Street Journal or such other source as the Board
deems reliable. 
 (ii) In the absence of such markets for the Common Stock, the Fair Market Value shall be determined in good faith by the
Board and consistent with the requirements of Section 422 of the Code with respect to Incentive Stock Options and the requirements of Section 409A of the Code with respect to all other Stock Awards. 
 (iii) Prior to the Listing Date, the value of the Common Stock shall be determined in a manner consistent with Section 260.140.50 of Title 10 of the
California Code of Regulations. 
  

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 (t) Good Reason. Good Reason shall have the meaning ascribed to such term in an Employee’s
employment agreement with the Company or its Affiliates. If the term Good Reason is not defined in an Employee’s employment agreement with the Company or its Affiliates, such term shall not be applicable to such Employee under this Plan.

 (u) Incentive Stock Option. Incentive Stock Option means an Option intended to qualify as an incentive stock option within the
meaning of Section 422 of the Code and the regulations promulgated thereunder. 
 (v) Initial Public Offering. Initial Public
Offering means the consummation of an underwritten public offering (or series of offerings) of Common Stock pursuant to an effective registration statement under the Securities Act. 
 (w) Listing Date. Listing Date means the first date upon which any security of the Company is listed (or approved for listing) upon notice of
issuance on any securities exchange or designated (or approved for designation) upon notice of issuance as a national market security on an interdealer quotation system if such securities exchange or interdealer quotation system has been certified
in accordance with the provisions of Section 25100(o) of the California Corporate Securities Law of 1968. 
 (x) Non-Employee
Director. Non-Employee Director means a Director who either (i) is not a current Employee or Officer of the Company or its parent or a subsidiary, does not receive compensation (directly or indirectly) from the Company or its parent or a
subsidiary 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 under the federal securities laws
(“Regulation S-K”)), does not possess an interest in any other transaction as to which disclosure would be required under Item 404(a) of Regulation S-K and is not engaged in a business relationship as to which disclosure would be
required under Item 404(b) of Regulation S-K; or (ii) is otherwise considered a “non-employee director” for purposes of Rule 16b-3. 
 (y) Nonstatutory Stock Option. Nonstatutory Stock Option means an Option not intended to qualify as an Incentive Stock Option. 
 (z) Officer. Officer means (i) before the Listing Date, any person designated by the Company as an officer and (ii) on and after the Listing Date, a person who is an officer of the Company within the
meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder. 
 (aa) Option. Option means an
Incentive Stock Option or Nonstatutory Stock Option granted pursuant to the Plan. 
 (bb) Option Agreement. Option Agreement means a
written agreement between the Company and an Optionholder evidencing the terms and conditions of an individual Option grant. Each Option Agreement shall be subject to the terms and conditions of the Plan. 
 (cc) Optionholder. 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. 
  

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 (dd) Outside Director. 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”
receiving compensation for prior services (other than benefits under a tax qualified pension plan), was not an officer of the Company or an “affiliated corporation” at any time and is not currently receiving direct or indirect remuneration
from the Company or an “affiliated corporation” for services 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. 
 (ee) Own, Owned, Owner, Ownership. A person or Entity shall 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. 
 (ff) Participant. Participant means a person to whom a Stock Award is
granted pursuant to the Plan or, if applicable, such other person who holds an outstanding Stock Award. 
 (gg) Permitted Holder.
Permitted Holder means, as of the date of determination, any and all of (i) an employee benefit plan (or trust forming a part thereof) maintained by (A) the Company or (B) any corporation or other Person of which a majority of its
voting power, of its voting equity securities or of the value of its equity securities is owned, directly or indirectly, by the Company, and (ii) Elevation or any of its Affiliates. 
 (hh) Permitted Transferee. Permitted Transferee means any person to whom a Stock Award or share of Common Stock is transferred pursuant to the
provisions of Section 12(d) of this Plan. 
 (ii) Person. The term Person means a “person”, as such term is used for
purposes of Section 13(d) or 14(d) of the Exchange Act (or any successor section thereto). 
 (jj) Plan. Plan means this VG
Holding Corp. 2005 Stock Incentive Plan, as amended. 
 (kk) Restricted Stock Bonus Award. Restricted Stock Bonus Award means a grant
of shares of the Company’s Common Stock not requiring a Participant to pay any amount of monetary consideration, subject to the provisions of Subsection 7(a) of the Plan. 
 (ll) Restricted Stock Purchase Award. Restricted Stock Purchase Award means the right to acquire shares of the Company’s Common Stock upon
the payment of the agreed-upon monetary consideration, subject to the provisions of Subsection 7(b) of the Plan. 
 (mm) Restricted Stock
Unit. Restricted Stock Unit means the right to receive one (1) share of the Company’s Common Stock at the time the Restricted Stock Unit vests, with the further right to elect to defer receipt of shares of Common Stock otherwise
deliverable upon the vesting of an award of restricted stock, subject to the provisions of Subsection 7(c) of the Plan. 
 (nn) Rule
16b-3. 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. 
  

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 (oo) Securities Act. Securities Act means the Securities Act of 1933, as amended. 
 (pp) Share Equivalents. Share Equivalents means (i) Common Stock and (ii) the number of shares of Common Stock issuable upon exercise,
conversion or exchange of any security that is currently exercisable for, convertible into or exchangeable for, on any such date of determination, shares of Common Stock without payment to the Company of any additional consideration. 
 (qq) Stock Appreciation Right. Stock Appreciation Right means the right to receive an amount equal to the Fair Market Value of one (1) share
of the Company’s Common Stock on the day the Stock Appreciation Right is redeemed, reduced by the deemed exercise price or base price of such right, subject to the provision of Subsection 7(d) of the Plan. 
 (rr) Stock Award. Stock Award means any right granted under the Plan, including, but not limited to: (i) Options (including Incentive Stock
Options and Nonstatutory Stock Options), (ii) Restricted Stock Bonus Awards, (iii) Restricted Stock Purchase Awards, (iv) Restricted Stock Units, and (v) Stock Appreciation Rights. 
 (ss) Stock Award Agreement. Stock Award Agreement means a written agreement between the Company and a holder of a Stock Award evidencing the terms
and conditions of an individual Stock Award. Each Stock Award Agreement shall be subject to the terms and conditions of the Plan. 
 (tt)
Subsidiary. Subsidiary means, with respect to the Company, (i) any corporation of which more than fifty percent (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 shall 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 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 fifty percent (50%). 
 (uu) Ten Percent Stockholder. 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 (10%) of the total combined voting power of all classes of stock of the Company or of any of its Affiliates. 
  

	3.	Administration. 

 (a) Administration by
Board. The Board shall administer the Plan unless and until the Board delegates administration to a Committee, as provided in Section 3(c). 
 (b) Powers of Board. The Board shall have the power, subject to, and within the limitations of, the express provisions of the Plan: 
 (i) To determine from time to time which of the persons eligible under the Plan shall be granted Stock Awards; when and how each Stock Award shall be granted; what type or combination of types of Stock Award shall be
granted; the provisions of each Stock 

  

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Award granted (which need not be identical), including the time or times when a person shall be permitted to receive Common Stock pursuant to a Stock Award;
and the number of shares of Common Stock with respect to which a Stock Award shall be granted to each such person. 
 (ii) To construe and
interpret the Plan and Stock Awards granted under it, and to establish, amend and revoke rules and regulations for its administration. The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan or in any
Stock Award Agreement, in a manner and to the extent it shall deem necessary or expedient to make the Plan fully effective. 
 (iii) To amend
the Plan or a Stock Award as provided in Sections 15. 
 (iv) To terminate or suspend the Plan as provided in Section 18. 
 (v) 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
that are not in conflict with the provisions of the Plan. 
 (c) Delegation to Committee. 
 (i) General. The Board may delegate administration of the Plan to a Committee or Committees of one (1) or more members of the Board, and the
term “Committee” shall apply to any person or persons to whom such authority has been delegated. If administration is delegated to a Committee, the Committee shall have, in connection with the administration of the Plan, the powers
theretofore possessed by the Board, including the power to delegate to a subcommittee any of the administrative powers the Committee is authorized to exercise (and references in this Plan to the Board shall thereafter be to the Committee or
subcommittee), subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by the Board. The Board may abolish the Committee at any time and revest in the Board some or all of the
administration of the Plan. The Board or the Committee may delegate to one or more Officers of the Company the authority to grant Stock Awards under this Plan to Participants who are not Officers in accordance with the requirements of the Delaware
General Corporation Law and/or other applicable law. 
 (ii) Committee Composition when Common Stock is Publicly Traded. At such time
as the Common Stock is publicly traded, in the discretion of the Board, a Committee may consist solely of two or more Outside Directors, in accordance with Section 162(m) of the Code, and/or solely of two or more Non-Employee Directors, in
accordance with Rule 16b-3. Within the scope of such authority, the Board or the Committee may (1) delegate to a committee of one or more members of the Board who are not Outside Directors the authority to grant Stock Awards to eligible persons
who are either (a) not then Covered Employees and are not expected to be Covered Employees at the time of recognition of income resulting from such Stock Award or (b) not persons with respect to whom the Company wishes to comply with
Section 162(m) of the Code) and/or (2) delegate to a committee of one or more members of the Board who are not Non-Employee Directors the authority to grant Stock Awards to eligible persons who are not then subject to Section 16 of
the Exchange Act. The Board or the Committee may delegate to one or more Officers of the Company the authority to grant Stock Awards under this Plan to Participants who are not Officers in accordance with the requirements of the Delaware General
Corporation Law and/or other applicable law. 
  

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

	4.	Shares Subject to the Plan. 

 (a) Shares Reserved
for Issuance Under the Plan. Subject to the provisions of Section 11 relating to adjustments upon changes in Common Stock, the Common Stock that may be issued pursuant to Stock Awards shall not exceed in the aggregate 51,983,480 shares of
Common Stock, reduced by the number of shares of Common Stock either (i) issued or (ii) subject to the terms of a Stock Award granted under an international stock incentive plan adopted by the Company. To the extent that a distribution
pursuant to a Stock Award is made in cash, the share reserve shall be reduced by the number of shares of Common Stock bearing a value equal to the amount of the cash distribution as of the time that such amount was determined. 
 (b) Reversion of Shares to the Share Reserve. If any Stock Award (or Stock Award granted under an international stock incentive plan adopted by
the Company covered by Subsection 4(a) above) shall for any reason (i) expire, be cancelled or otherwise terminate, in whole or in part, without having been exercised or redeemed in full, (ii) be reacquired by the Company prior to vesting,
or (iii) be repurchased at cost by the Company prior to vesting, the shares of Common Stock not acquired under such Stock Award shall revert to and again become available for issuance under the Plan. 
 (c) Source of Shares. The shares of Common Stock subject to the Plan may be unissued shares or reacquired shares. 
 (d) Share Reserve Limitation. Prior to the Listing Date and to the extent then required by Section 260.140.45 of Title 10 of the California
Code of Regulations (“Section 260.140.45”), the total number of shares of Common Stock issuable upon exercise of all outstanding Options and the total number of shares of Common Stock provided for under any stock bonus or similar or other
plan or award of the Company shall not exceed thirty percent (30%) (or such higher percentage limitation as may be approved by the stockholders of the Company pursuant to Section 260.140.45) of the then outstanding shares of Common Stock
of the Company as calculated in accordance with the conditions and exclusions of Section 260.140.45. 
  

	5.	Eligibility. 

 (a) Eligibility for Specific Stock
Awards. Incentive Stock Options may be granted only to Employees. Stock Awards other than Incentive Stock Options may be granted to Employees, Directors, and Consultants. Notwithstanding any other provision of the Plan to the contrary, no Stock
Award may be granted to an employee or partner of Elevation. 
  

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 (b) Ten Percent Stockholders. 
 (i) A Ten Percent Stockholder shall not be granted an Incentive Stock Option unless the exercise price of such Option is at least one hundred ten percent
(110%) of the Fair Market Value of the Common Stock at the date of grant and the Option is not exercisable after the expiration of five (5) years from the date of grant. 
 (ii) Prior to the Listing Date, a Ten Percent Stockholder shall not be granted a Nonstatutory Stock Option unless the exercise price of such Option is at
least (i) one hundred ten percent (110%) of the Fair Market Value of the Common Stock at the date of grant or (ii) such lower percentage of the Fair Market Value of the Common Stock at the date of grant as is required or permitted by
Section 260.140.41 or 260.140.42, as applicable, of Title 10 of the California Code of Regulations at the time of the grant of the Option. 
 (iii) Prior to the Listing Date, a Ten Percent Stockholder shall not be granted any other form of Stock Award unless the grant complies with the requirements of Section 260.140.41 of Title 10 of the California Code of Regulations at
the time of the grant of the Stock Award. 
 (c) Section 162(m) Limitation. Subject to the provisions of Section 11(a)
relating to adjustments upon changes in the shares of Common Stock, no Employee shall be eligible to be granted Options and Stock Appreciation Rights covering more than 15 million (15,000,000) shares of Common Stock during any calendar
year. This Section 5(c) shall not apply prior to the Listing Date and, following the Listing Date, this Section 5(c) shall not apply until (i) the earliest of: (1) the first material modification of the Plan (including any
increase in the number of shares of Common Stock reserved for issuance under the Plan in accordance with Section 4); (2) the issuance of all of the shares of Common Stock reserved for issuance under the Plan; (3) the expiration of the
Plan; or (4) the first meeting of stockholders at which Directors are to be elected that occurs after the close of the third calendar year following the calendar year in which occurred the first registration of an equity security under
Section 12 of the Exchange Act; or (ii) such other date required by Section 162(m) of the Code and the rules and regulations promulgated thereunder. 
 (d) Consultants. 
 (i) Prior to the Listing Date, a Consultant shall not be eligible for the grant of
a Stock Award if, at the time of grant, either the offer or the sale of the Company’s securities to such Consultant is not exempt under Rule 701 of the Securities Act (“Rule 701”) unless the Company determines that such grant need not
comply with the requirements of Rule 701 and will satisfy another exemption under the Securities Act as well as comply with the securities laws of all other relevant jurisdictions. 
 (ii) From and after the Listing Date, a Consultant shall not be eligible for the grant of a Stock Award if, at the time of grant, a Form S-8 Registration
Statement under the Securities Act (“Form S-8”) is not available to register either the offer or the sale of the Company’s securities to such Consultant because of the nature of the services that the Consultant is providing to the
Company, or because the Consultant is not a natural person, or as otherwise 

  

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provided by the rules governing the use of Form S-8, unless the Company determines both (1) that such grant (A) shall be registered in another
manner under the Securities Act (e.g., on a Form S-3 Registration Statement) or (B) does not require registration under the Securities Act in order to comply with the requirements of the Securities Act, if applicable, and (2) that such
grant complies with the securities laws of all other relevant jurisdictions. 
  

	6.	Option Provisions. 

 Each Option shall be in such
form and shall contain such terms and conditions as the Board shall deem appropriate. All Options shall 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 shall be issued for shares of Common Stock purchased on exercise of each type of Option. The provisions of separate Options need not be identical, but each Option shall include (through incorporation of provisions hereof
by reference in the Option or otherwise) the substance of each of the following provisions: 
 (a) Term. Subject to the provisions of
Section 5(b) regarding Ten Percent Stockholders, no Option granted prior to the Listing Date shall be exercisable after the expiration of ten (10) years from the date it was granted. The Company’s general policy is to grant all
Options with a maximum duration of the following: the 7th anniversary of the date of grant; provided, however, that if an Initial Public Offering has not been completed prior to the 5-year anniversary of the date of grant of an Option then the term
of such Option will automatically be extended until the lesser of (i) 2 years after an Initial Public Offering and (ii) the 10th anniversary of the date of grant. 
 (b) Exercise Price of an Incentive Stock Option. Subject to the provisions of Section 5(b) regarding Ten Percent Stockholders, the exercise
price of each Incentive Stock Option shall be not less than one hundred percent (100%) of the Fair Market Value of the Common Stock subject to the Option on the date the Option is granted. Notwithstanding the foregoing, an Incentive Stock
Option may be granted with an exercise price lower than that set forth in the preceding sentence if such Option is granted pursuant to an assumption or substitution for another option in a manner satisfying the provisions of Section 424(a) and
Section 409A of the Code. 
 (c) Exercise Price of a Nonstatutory Stock Option. Subject to the provisions of Section 5(b)
regarding Ten Percent Stockholders, the exercise price of each Nonstatutory Stock Option shall be not less than one hundred percent (100%) of the Fair Market Value of the Common Stock subject to the Option on the date the Option is granted.
Notwithstanding the foregoing, a Nonstatutory Stock Option may be granted with an exercise price lower than that set forth in the preceding sentence if such Option is granted pursuant to an assumption or substitution for another option in a manner
satisfying the provisions of Section 424(a) and Section 409A of the Code. 
 (d) Consideration. The purchase price of Common
Stock acquired pursuant to an Option shall be paid, to the extent permitted by applicable statutes and regulations, either (i) in cash or by check at the time the Option is exercised, (ii) at the discretion of the Board at the time of the
grant of the Option or subsequently for Nonstatutory Stock Options (but prior to the time 

  

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of exercise) (1) by delivery to the Company of other Common Stock or (2) in any other form of legal consideration that may be acceptable to the
Board, (iii) if there is a public market for the Shares at such time, pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance of Common Stock, 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, or (iv) a combination of the above. Unless otherwise specifically provided in the Option
Agreement, the purchase price of Common Stock acquired pursuant to an Option that is paid by delivery to the Company of other Common Stock acquired, directly or indirectly from the Company, shall be paid only by shares of the Common Stock of the
Company that have been held for more than six (6) months (or such longer or shorter period of time, but in any event only when required to avoid a charge to earnings for financial accounting purposes). 
 Wherever a Participant is permitted to pay the exercise price of an Option or taxes relating to the exercise of an Option by delivering Common Stock, the
Participant may, subject to procedures satisfactory to the Board, satisfy such delivery requirement by presenting proof of beneficial ownership of such Common Stock, in which case the Company shall treat the Option as exercised without further
payment and shall withhold such number of shares of Common Stock from the Common Stock acquired by the exercise of the Option. 
 (e)
Vesting Generally. The total number of shares of Common Stock subject to an Option may, but need not, vest and therefore become exercisable in periodic installments that may, but need not, be equal. The Company’s general policy is that
Options shall vest as to twenty percent (20%) of the total Option award at the completion of twelve (12) months of Continuous Service from the grant date, and as to an additional one-sixtieth (1/60th) of the total Option award at the
completion of each additional month of Continuous Service thereafter, such that the Option award is fully vested after five (5) years of Continuous Service from the grant date. The Option may be subject to such other terms and conditions on the
time or times when it may be exercised (which may be based on performance or other criteria) as the Board may deem appropriate. The vesting provisions of individual Options may vary. The provisions of this Section 6(e) are subject to any Option
provisions governing the minimum number of shares of Common Stock as to which an Option may be exercised. 
 (f) Minimum Vesting Prior to
the Listing Date. Notwithstanding the foregoing Section 6(e), to the extent that the following restrictions on vesting are required by Section 260.140.41(f) of Title 10 of the California Code of Regulations at the time of the grant of
the Option, then: 
 (i) Options granted prior to the Listing Date to an Employee who is not an Officer, Director or Consultant shall provide
for vesting of the total number of shares of Common Stock at a rate of at least twenty percent (20%) per year over five (5) years from the date the Option was granted, subject to reasonable conditions such as continued employment; and

 (ii) Options granted prior to the Listing Date to Officers, Directors or Consultants may be made fully exercisable, subject to reasonable
conditions such as continued employment, at any time or during any period established by the Company. 
  

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 (g) Termination of Continuous Service. In the event an Optionholder’s Continuous Service
terminates (other than: upon the Optionholder’s death or Disability as described below in Sections 6(i) and 6(j), or upon resignation by the Optionholder for Good Reason as described below in Section 6(k)), the Optionholder may exercise
his or her Option (to the extent that the Optionholder was entitled to exercise such Option as of the date of termination or as otherwise permitted by the Company) but only within such period of time ending on the earlier of (i) the date three
(3) months following the termination of the Optionholder’s Continuous Service (or such longer or shorter period specified in the Option Agreement, which period shall not be less than thirty (30) days for Options granted prior to the
Listing Date), or (ii) the expiration of the term of the Option as set forth in the Option Agreement. If, after termination, the Optionholder does not exercise his or her Option within the time specified in the Option Agreement, the Option
shall terminate. 
 (h) Extension of Termination Date. An Optionholder’s Option Agreement may also provide that if the exercise
of the Option following the termination of the Optionholder’s Continuous Service (other than upon the Optionholder’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, or similar requirements of applicable law of another jurisdiction to which the Option is subject, then the Option shall terminate on the earlier of (i) the expiration of the term of the
Option set forth in Section 6(a) or (ii) the expiration of a period of three (3) months after the termination of the Optionholder’s Continuous Service during which the exercise of the Option would not be in violation of such
registration requirements or similar requirements. 
 (i) Disability of Optionholder. In the event that an Optionholder’s
Continuous Service terminates as a result of the Optionholder’s Disability, the Optionholder may exercise his or her Option (to the extent that the Optionholder was entitled to exercise such Option as of the date of termination), but only
within such period of time ending on the earlier of (i) the date twelve (12) months following such termination (or such longer or shorter period specified in the Option Agreement, which period shall not be less than twelve (12) months
for Options granted prior to the Listing Date) or (ii) the expiration of the term of the Option as set forth in the Option Agreement. If, after termination, the Optionholder does not exercise his or her Option within the time specified herein,
the Option shall terminate. 
 (j) Death of Optionholder. In the event (i) an Optionholder’s Continuous Service terminates
as a result of the Optionholder’s death or (ii) the Optionholder dies within the period (if any) specified in the Option Agreement after the termination of the Optionholder’s Continuous Service for a reason other than death, then the
Option may be exercised (to the extent the Optionholder was entitled to exercise such Option as of the date of death or as otherwise permitted by the Company) by the Optionholder’s estate, by a person who acquired the right to exercise the
Option by bequest or inheritance or by a person designated to exercise the Option upon the Optionholder’s death pursuant to Section 12, but only within the period ending on the earlier of (1) the date twelve (12) months following
the date of death (or such longer or shorter period specified in the Option Agreement, which period shall not be less than six (6) months for Options granted prior to the Listing Date) or (2) the expiration of the term of such Option as
set forth in the Option Agreement. If, after death, the Option is not exercised within the time specified herein, the Option shall terminate. 
  

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 (k) Resignation for Good Reason. In the event an Optionholder’s Continuous Service terminates
on account of the Optionholder’s resignation for Good Reason (if, and only to the extent, such term is defined the employment agreement for such Optionholder), the Optionholder may exercise his or her Option (to the extent that the Optionholder
was entitled to exercise such Option as of the date of termination or as otherwise permitted by the Company) but only within such period of time ending on the earlier of (i) the date twelve (12) months following the termination of the
Optionholder’s Continuous Service (or such longer or shorter period specified in the Option Agreement), or (ii) the expiration of the term of the Option as set forth in the Option Agreement. If, after termination, the Optionholder does not
exercise his or her Option within the time specified in the Option Agreement, the Option shall terminate. For the avoidance of doubt, if the term Good Reason is not defined in an Employee’s employment agreement with the Company or its
Affiliates, the provisions of this Section 6(l) shall not be applicable to a Participant under this Plan. 
 (l) Early Exercise.
The Option may, but need not, include a provision whereby the Optionholder may elect at any time before the Optionholder’s Continuous Service terminates to exercise the Option as to any part or all of the shares of Common Stock subject to the
Option prior to the full vesting of the Option. Any shares of Common Stock so purchased may be subject to a repurchase option in favor of the Company or to any other restriction the Board determines to be appropriate. 
  

	7.	Provisions of Stock Awards other than Options. 

 (a)
Restricted Stock Bonus Awards. Each Restricted Stock Bonus agreement shall be in such form and shall contain such terms and conditions as the Board shall deem appropriate. The terms and conditions of Restricted Stock Bonus agreements may
change from time to time, and the terms and conditions of separate Restricted Stock Bonus agreements need not be identical, but each Restricted Stock Bonus agreement shall include (through incorporation of provisions hereof by reference in the
agreement or otherwise) the substance of each of the following provisions: 
 (i) Consideration. A Restricted Stock Bonus may be
awarded in consideration for past services actually rendered to the Company, Subsidiary or an Affiliate for its benefit. 
 (ii) Vesting
Generally. The total number of shares of Common Stock subject to a Restricted Stock Bonus Award may, but need not, vest in periodic installments that may, but need not, be equal. 
 (iii) Repurchase. Shares of Common Stock awarded under a Restricted Stock Bonus agreement may, but need not, be subject to a share repurchase
right in favor of the Company. 
 (iv) Termination of Participant’s Continuous Service. In the event a Participant’s
Continuous Service terminates for any reason or no reason, the Company shall automatically reacquire any or all of the shares of Common Stock held by the Participant which have not vested as of the date of termination under the terms of the
Restricted Stock Bonus agreement. 
  

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 (b) Restricted Stock Purchase Awards. Each Restricted Stock Purchase agreement shall be in such
form and shall contain such terms and conditions as the Board shall deem appropriate. The terms and conditions of the Restricted Stock Purchase agreements may change from time to time, and the terms and conditions of separate Restricted Stock
Purchase agreements need not be identical, but each Restricted Stock Purchase agreement shall include (through incorporation of provisions hereof by reference in the agreement or otherwise) the substance of each of the following provisions:

 (i) Purchase Price. The purchase price of a Restricted Stock Purchase Award shall be the same amount as the Board shall determine
and designate in the Stock Award Agreement for such Restricted Stock Purchase Award. 
 (ii) Consideration. The purchase price of
Common Stock acquired pursuant to the Restricted Stock Purchase agreement shall be paid either: (1) in cash or by check at the time the time of purchase, (2) at the discretion of the Board at the time of the grant of the Restricted Stock
Purchase Award (but prior to the time of purchase) (A) by delivery to the Company of other Common Stock or (B) in any other form of legal consideration that may be acceptable to the Board, or (3) a combination of the above. Unless
otherwise specifically provided in the Stock Award Agreement, the purchase price of Common Stock acquired pursuant to a Restricted Stock Purchase Award that is paid by delivery to the Company of other Common Stock acquired, directly or indirectly
from the Company, shall be paid only by shares of the Common Stock of the Company that have been held for more than six (6) months (or such longer or shorter period of time required to avoid a charge to earnings for financial accounting
purposes). 
 (iii) Vesting Generally. The total number of shares of Common Stock subject to a Restricted Stock Purchase Award may,
but need not, vest in periodic installments that may, but need not, be equal. 
 (iv) Repurchase. Shares of Common Stock purchased
under a Restricted Stock Purchase agreement may, but need not, be subject to a share repurchase option in favor of the Company. 
 (v)
Termination of Participant’s Continuous Service. In the event a Participant’s Continuous Service terminates for any reason or no reason, the Company may repurchase or otherwise reacquire any or all of the shares of Common Stock held
by the Participant which have not vested as of the date of termination under the terms of the Restricted Stock Purchase agreement at the Participant’s acquisition cost (if any). 
 (c) Restricted Stock Unit Awards. Each Restricted Stock Unit agreement shall be in such form and shall contain such terms and conditions as the
Board shall deem appropriate and shall comply with the provisions of Section 409A of the Code and applicable authorities. The terms and conditions of Restricted Stock Unit agreements may change from time to time, and the terms and conditions of
separate Restricted Stock Unit agreements need not be identical, but each Restricted Stock Unit agreement shall include (through incorporation of provisions hereof by reference in the agreement or otherwise) the substance of each of the following
provisions: 
 (i) Consideration. A Restricted Stock Unit may be awarded in consideration for past services actually rendered to the
Company or an Affiliate for its benefit. In the event that a Restricted Stock Unit is granted to a new Employee, Director, or Consultant who has not performed prior services for the Company, the Company will require payment of the par value of the
Common Stock by cash or check to the extent required by Delaware General Corporation Law. 
  

 14 








 (ii) Vesting Generally. Vesting shall generally be based on the Participant’s Continuous
Service. Shares of Common Stock awarded under the Restricted Stock Unit agreement shall be subject to a share reacquisition right in favor of the Company in accordance with a vesting schedule to be determined by the Board. 
 (iii) Termination of Participant’s Continuous Service. In the event a Participant’s Continuous Service terminates, the Company shall
reacquire any or all of the shares of Common Stock held by the Participant that have not vested as of the date of termination under the terms of the Restricted Stock Unit agreement. 
 (d) Stock Appreciation Rights. Two types of Stock Appreciation Rights (“SARs”) shall be authorized for issuance under the Plan:
(1) stand-alone SARs and (2) stapled SARs. Each Stock Appreciation Right agreement shall be in such form and shall contain such terms and conditions as the Board shall deem appropriate and to the extent applicable, shall comply with the
provisions of Section 409A of the Code and applicable authorities. The terms and conditions of Stock Appreciation Right agreements may change from time to time, and the terms and conditions of separate Stock Appreciation Right agreements need
not be identical, but each Stock Appreciation Right agreement shall include (through incorporation of provisions hereof by reference in the agreement or otherwise) the substance of each of the following provisions: 
 (i) Stand-Alone SARs. The following terms and conditions shall govern the grant and redeemability of stand-alone SARs: 
 (1) The stand-alone SAR shall cover a specified number of underlying shares of Common Stock and shall be redeemable upon such terms and conditions as the
Board may establish. Upon redemption of the stand-alone SAR, the holder shall be entitled to receive a distribution from the Company in an amount equal to the excess of (i) the aggregate Fair Market Value (on the redemption date) of the shares
of Common Stock underlying the redeemed right over (ii) the aggregate base price in effect for those shares. 
 (2) The number of
shares of Common Stock underlying each standalone SAR and the base price in effect for those shares shall be determined by the Board in its sole discretion at the time the stand-alone SAR is granted. In no event, however, may the base price per
share be less than one hundred percent (100%) of the Fair Market Value per underlying share of Common Stock on the grant date. 
 (3)
The distribution with respect to any redeemed stand-alone SAR shall be made in cash. 
 (ii) Stapled SARs. The following terms and
conditions shall govern the grant and redemption of stapled SARs: 
 (1) Stapled SARs may only be granted concurrently with an Option to
acquire the same number of shares of Common Stock as the number of such shares underlying the stapled SARs. 
  

 15 








 (2) Stapled SARs shall be redeemable upon such terms and conditions as the Board may establish and shall
grant a holder the right to elect among (i) the exercise of the concurrently granted Option for shares of Common Stock, whereupon the number of shares of Common Stock subject to the stapled SARs shall be reduced by an equivalent number,
(ii) the redemption of such stapled SARs in exchange for a distribution from the Company in an amount equal to the excess of the Fair Market Value (on the redemption date) of the number of vested shares which the holder redeems over the
aggregate base price for such vested shares, whereupon the number of shares of Common Stock subject to the concurrently granted Option shall be reduced by any equivalent number, or (iii) a combination of (i) and (ii). 
 (3) The distribution to which the holder of stapled SARs shall become entitled under this Section 8 upon the redemption of stapled SARs as
described in Section 7(ii)(2) above shall be made in cash. 
  

	8.	Covenants of the Company. 

 (a) Availability of
Shares. During the terms of the Stock Awards, the Company shall keep available at all times the number of shares of Common Stock required to satisfy such Stock Awards. 
 (b) Securities Law Compliance. The grant of Stock Awards and the issuance of Common Stock pursuant to Stock Awards shall be subject to compliance
with all applicable requirements of federal, state and foreign law with respect to such securities. Stock Awards may not be issued if the issuance of such Stock Awards would constitute a violation of any applicable federal, state or foreign
securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Common Stock may then be listed. In addition, no Option may be exercised unless (a) a registration statement under the
Securities Act shall at the time of exercise of the Option be in effect with respect to the shares issuable upon exercise of the Option or (b) in the opinion of legal counsel to the Company, the shares issuable upon exercise of the Option may
be issued in accordance with the terms of an applicable exemption from the registration requirements of the Securities Act. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the
Company’s legal counsel to be necessary for the lawful issuance and sale of any Stock Award or share of Common Stock hereunder shall relieve the Company of any liability in respect of the failure to issue or sell such Stock Award or Common
Stock. 
  

	9.	Use of Proceeds from Stock. 

 Proceeds from the sale
of Common Stock pursuant to Stock Awards shall constitute general funds of the Company. 
  

 16 









	10.	Miscellaneous. 

 (a) Acceleration of
Exercisability and Vesting. The Board shall have the power to accelerate the time at which a Stock Award may first be exercised or the time during which a Stock Award or any part thereof shall vest in accordance with the Plan, notwithstanding
the provisions in the Stock Award stating the time at which it may first be exercised or the time during which it shall vest. 
 (b)
Stockholder Rights. No Participant shall 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 such Stock Award unless and until such Participant has satisfied all
requirements for issuance of the Common Stock pursuant to the terms of the applicable Stock Award. 
 (c) No Employment or Other Service
Rights. Nothing in the Plan or any instrument executed or Stock Award granted pursuant thereto shall confer upon any Participant any right to continue to serve the Company or an Affiliate in the capacity in effect at the time the Stock Award was
granted or shall affect the right of the Company or an Affiliate to terminate (i) the employment of an Employee for any reason or no reason, with or without notice, (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. 
 (d) Incentive Stock Option $100,000 Limitation. 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 its Affiliates)
exceeds one hundred thousand dollars ($100,000), the Options or portions thereof which exceed such limit (according to the order in which they were granted) shall be treated as Nonstatutory Stock Options. 
 (e) Investment Assurances. The Company may require a Participant, as a condition of exercising or acquiring Common Stock under any Stock 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 Stock Award; and (ii) to give written
assurances satisfactory to the Company stating that the Participant is acquiring Common Stock subject to the Stock 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, shall be inoperative if (x) the issuance of the shares of Common Stock upon the exercise or acquisition of Common Stock under the Stock Award has been
registered under a then currently effective registration statement under the Securities Act or (y) 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. 
  

 17 








 (f) Withholding Obligations. To the extent provided by the terms of a Stock Award Agreement, the
Participant may satisfy any federal, state or local tax withholding obligation relating to the exercise or acquisition of Common Stock under a Stock Award by any of the following means (in addition to the Company’s right to withhold from any
compensation paid to the Participant by the Company) or by a combination of such means: (i) tendering a cash payment; (ii) authorizing the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable to the
Participant as a result of the exercise or acquisition of Common Stock under the Stock 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
(iii) delivering to the Company owned and unencumbered shares of Common Stock. 
 (g) Non-Qualified Deferred Compensation. To the
extent applicable, this Plan and Stock Awards hereunder shall be administered, operated and interpreted in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder,
including without limitation any such regulations or other guidance that may be issued after the Effective Date. Notwithstanding any provision of the Plan to the contrary, in the event that the Committee determines that any amounts payable hereunder
will be immediately taxable to a Participant under Section 409A of the Code and related Department of Treasury guidance, the Company may (a) adopt such amendments to the Plan and appropriate policies and procedures, including amendments
and policies with retroactive effect, that the Committee determines necessary or appropriate to preserve the intended tax treatment of the benefits provided by the Plan and Stock Awards hereunder and/or (b) take such other actions as the
Committee determines necessary or appropriate to comply with the requirements of Section 409A of the Code and related Department of Treasury guidance, including such Department of Treasury guidance and other interpretive materials as may be
issued after the Effective Date. 
 (h) Information Obligation. Prior to the Listing Date, to the extent required by
Section 260.140.46 of Title 10 of the California Code of Regulations, the Company shall deliver financial statements to Participants at least annually. This Section 10(g) shall not apply to key Employees whose duties in connection with the
Company assure them access to equivalent information. 
 (i) Repurchase Limitation. The terms of any repurchase option applicable to
the unvested portion of a Stock Award or shares of Common Stock subject to the unvested portion of a Stock Award may be at the original purchase price. To the extent required by Section 260.140.41 and Section 260.140.42 of Title 10 of the
California Code of Regulations at the time a Stock Award is made, any repurchase option applicable to a Stock Award or share of Common Stock issued pursuant to a Stock Award granted prior to the Listing Date to a person who is not an Officer,
Director or Consultant shall be upon the following terms. The right to repurchase at the original purchase price shall lapse at the rate of at least twenty percent (20%) of the shares of Common Stock per year over five (5) years from the
date the Stock Award is granted (without respect to the date the Stock Award was exercised or became exercisable) and the right to repurchase shall be exercised for cash or cancellation of purchase money indebtedness for the shares of Common Stock
within ninety (90) days of termination of Continuous Service (or in the 

  

 18 








 
case of shares of Common Stock issued upon exercise of Options after such date of termination, within ninety (90) days after the date of the exercise)
or such longer period as may be agreed to by the Company and the Participant (for example, for purposes of satisfying the requirements of Section 1202(c)(3) of the Code regarding “qualified small business stock”). 
 (j) USD. References to dollars throughout the plan are intended to be in U.S. dollars. 
  

	11.	Adjustments to Stock Awards. 

 (a) Capitalization
Adjustments. In the event of any change in the outstanding Common Stock subject to the Plan, or subject to or underlying any Stock Award, by reason of any stock dividend, stock split, reverse stock split, reorganization, recapitalization,
merger, consolidation, spin-off, combination, exchange of shares of Common Stock or other corporate exchange, or any distribution or extraordinary dividend to stockholders of Common Stock (whether paid in cash or otherwise) or any transaction
similar to the foregoing, the Board shall make appropriate and equitable adjustments in order to preserve the value of outstanding and future Stock Awards, including adjustments to (i) the type, class(es) and maximum number of securities or
other property subject to the Plan pursuant to Sections 4(a) through 4(d) and the maximum number of securities or other property subject to award to any person pursuant to Section 5(c), (ii) the exercise price, base price, redemption price
or purchase price applicable to outstanding Stock Awards, or (iii) any other affected terms of any outstanding Stock Awards. Any determination, substitution or adjustment made by the Board under this Section 11(a), shall be final, binding
and conclusive on all persons. The conversion of any convertible securities of the Company shall not be treated as a transaction that shall cause the Board to make any determination, substitution or adjustment under this Section 11(a).

 (b) Adjustments Upon A Change in Control. 
 (i) In the event of a Change in Control, any surviving entity or acquiring entity may assume or continue any Stock Awards outstanding under the Plan or may substitute similar stock awards with substantially equivalent
economic value (including an award to acquire for the same consideration paid to the stockholders in the transaction by which the Change in Control occurs) for those outstanding under the Plan. In the event any surviving entity or acquiring entity
declines to assume or continue such Stock Awards or to substitute similar stock awards for those outstanding under the Plan, then with respect to Stock Awards held by Participants whose Continuous Service has not terminated, the Board in its sole
discretion and without liability to any person may (1) provide for the payment of a cash amount in exchange for the cancellation of a Stock Award equal to its fair value (as determined in the good faith determination of the Board) which, in the
case of certain Stock Awards (i.e., Incentive Stock Options, Nonstatutory Stock Options, Restricted Stock Bonus Awards, Restricted Stock Purchase Awards, Restricted Stock Unit Awards, and Stock Appreciation Rights), shall equal the product of
(x) the excess, if any, of the Fair Market Value per share of Common Stock at such time over the exercise price, base price or redemption price, if any, times (y) the total number of shares then subject to such Stock Award,
(2) continue the Stock Awards, or (3) notify Participants holding certain Stock Awards that they must exercise or redeem any portion of such Stock Award (including, at the discretion of the Board, any unvested portion of such Stock Award)
at or prior to the closing of the transaction by which the Change in Control occurs and 

  

 19 








 
that the Stock Awards shall terminate if not so exercised or redeemed at or prior to the closing of the transaction by which the Change in Control occurs.
With respect to any Stock Awards held by Participants whose Continuous Service has terminated, such Stock Awards shall terminate if not exercised or redeemed prior to the closing of the transaction by which the Change in Control occurs. If requested
by the person or group acquiring control of the Company in a transaction or series of related transactions constituting a Change in Control, the Board shall not be obligated to treat all Stock Awards, even those that are of the same type, in the
same manner. 
 (ii) In the event of a dissolution or liquidation of the Company, all outstanding Stock Awards shall terminate immediately
prior to such event. 
 (c) Other Written Agreements. A Stock Award held by any Participant whose Continuous Service has not
terminated prior to the effective time of a Change in Control may be subject to additional acceleration of vesting and exercisability or other terms and conditions as set forth in the Stock Award Agreement for such Stock Award or as set forth in any
other written agreement between the Company or any Affiliate and the Participant. In the event of any conflict between written documents relating to the treatment of a Stock Award held by a Participant, such additional acceleration provisions and
other terms and conditions shall be controlling. 
  

	12.	Limitations on Transfers 

 (a) Transferability of
Stock Awards. No Stock Award issued under this Plan prior to the Listing Date may be sold, exchanged, transferred (including, without limitation, any transfer to a nominee or agent of a Participant), assigned, pledged, hypothecated or otherwise
disposed of, except by will or by the laws of descent and distribution and, to the extent provided in the Stock Award Agreement, to such further extent permitted by applying the standard set forth in Section 260.140.41(d) of Title 10 of the
California Code of Regulations at the time of the grant of the Stock Award. Any unauthorized transfer of a Stock Award shall be void. A Stock Award issued under this Plan on or after the Listing Date shall be transferable to the extent provided in
the Stock Award Agreement. If a Stock Award Agreement issued under this Plan on or after the Listing Date does not provide for transferability, then the Stock Award shall not be transferable except by will or by the laws of descent and distribution.
Notwithstanding the foregoing, a Participant may, by delivering written notice to the Company, in a form satisfactory to the Company, designate a third party who, in the event of the death of the Participant, shall thereafter be entitled to exercise
applicable rights under a Stock Award Agreement. 
 (b) Special Rule Applicable to Incentive Stock Options. Notwithstanding the
provisions of Section 12(a), an Incentive Stock Option issued under this Plan shall not be transferable except by will or by the laws of descent and distribution and shall be exercisable during the lifetime of an Optionholder only by the
Optionholder; provided, however, that the Optionholder may, by delivering written notice to the Company, in a form satisfactory to the Company, designate a third party who, in the event of the death of the Optionholder, shall thereafter be entitled
to exercise the Option. 
 (c) Transferability of Common Stock. Prior to the 365th day following an Initial Public Offering, no shares
of Common Stock acquired pursuant to a Stock Award issued under this Plan may be sold, exchanged, transferred (including, without limitation, any transfer to a 

  

 20 








 
nominee or agent of a Participant), assigned, pledged, hypothecated or otherwise disposed of, including by operation of law, in any manner and any such
attempted disposition shall be void. The Company shall not be required to transfer on its books any shares of Common Stock which will have been transferred in violation of any of the provisions of this Plan or to treat as owner of such shares or to
accord the right to vote as such owner or to pay dividends to any transferee to whom such shares will have been so transferred. 
 (d)
Limited Transfers for the Benefit of Family Members. Notwithstanding any other provision set forth in this Section 12, the Board, in its sole discretion, may permit a Stock Award or share of Common Stock issued under this Plan to be
assigned or transferred subject to the applicable limitations, if any, set forth in Section 260.140.41(d) of Title 10 of the California Code of Regulations, set forth in Rule 701 under the Securities Act and the General Instructions to Form S-8
Registration Statement under the Securities Act. 
 (e) Permitted Transferees. Any Permitted Transferee will be subject to all of the
terms and conditions applicable to a person transferring a Stock Award or share of Common Stock issued under this Plan, including, but not limited to, the terms and conditions set forth in this Plan and the applicable Stock Award Agreement.

  

	13.	Intentionally Omitted. 

  

	14.	Section 12 of the Exchange Act 

 Prior to an
Initial Public Offering, in the event that the Company, in its sole discretion, deems it necessary to ensure that the Company does not become subject to the registration requirements set forth in Section 12(g) of the Exchange Act, the Company
shall be entitled to engage in the following actions (and any additional actions set forth in an individual’s Stock Award Agreement): 
 (a) Suspend Options. The Company may prevent the exercise of Options issued under this Plan, in which case, such Options shall remain outstanding and become exercisable at the time that the Company delivers a notice to affected
Participants that such Options are again exercisable, whereupon either (i) such Options shall become exercisable according to their terms, or (ii) if an Option would no longer be exercisable according to its terms but previously was or
would have been exercisable under those terms, such Option shall remain exercisable until the 30th day following the day that the Company delivers the notice described above. Notwithstanding the other provisions of this Section 14(a), no Option
shall remain outstanding or exercisable after the expiration date of the Option as set forth in the Option Agreement documenting such Option. 
 (b) Require Contribution to a Trust. The Company may require Participants to contribute Stock Awards and any shares of Common Stock issued under this Plan to a trust designated by the Company under the terms and conditions of a trust
agreement approved by the Company. The Company shall bear the expenses of maintaining the trust. 
  

 21 









	15.	Amendment of the Plan and Stock Awards. 

 (a)
Amendment of Plan. The Board at any time, and from time to time, may amend the Plan. However, except as provided in Section 11 relating to adjustments upon changes in Common Stock, no amendment shall be effective unless approved by the
stockholders of the Company to the extent stockholder approval is necessary to satisfy the requirements of Section 422 of the Code, any applicable state corporate or securities law requirements, or any securities exchange listing requirements.

 (b) Stockholder Approval. The Board may, in its sole discretion, submit any other amendment to the Plan for stockholder approval,
including, but not limited to, amendments to the Plan intended to satisfy the requirements of Section 162(m) of the Code and the regulations thereunder regarding the exclusion of performance-based compensation from the limit on corporate
deductibility of compensation paid to certain executive officers. 
 (c) Contemplated Amendments. It is expressly contemplated that
the Board may amend the Plan in any respect the Board deems necessary or advisable to provide eligible Employees with the maximum benefits provided or to be provided under the provisions of the Code and the regulations promulgated thereunder
relating to Incentive Stock Options and/or to bring the Plan and/or Incentive Stock Options granted under it into compliance therewith. 
 (d) No Material Impairment of Rights. Rights under any Stock Award granted before amendment of the Plan shall not be materially impaired by any amendment of the Plan unless (i) the Company requests the consent of the Participant
and (ii) the Participant consents in writing. 
 (e) Amendment of Stock Awards. The Board at any time, and from time to time, may
amend the terms of any one or more Stock Awards; provided, however, that subject to the provisions of Section 18, the rights under any Stock Award shall not be materially impaired by any such amendment unless (i) the Company requests the
consent of the Participant and (ii) the Participant consents in writing. 
  

	16.	Reacquisition or Repurchase of Shares 

 (a) Except
as provided in Section 16(d) below, in the event of the termination of a Participant’s Continuous Service for any reason or no reason, including death or Disability, the Company shall have the right to repurchase the Shares acquired by a
Participant under this Plan (the “Repurchase Shares”) under the terms and subject to the conditions set forth in this Section 16 (the “Vested Share Repurchase Option”). 
 (b) The Company may exercise the Vested Share Repurchase Option by notice to the Participant, the Participant’s legal representative, or other
holder of the Repurchase Shares, as the case may be, during the Repurchase Period. The “Repurchase Period” shall be the period commencing on the date of termination of a Participant’s Continuous Service and ending on the later of
(a) the date ninety (90) days after the commencement of the Repurchase Period or (b) the date ninety (90) days after the Shares are transferred to the Participant under this Plan. If the Company fails to give notice during the
Repurchase Period, the Vested Share Repurchase Option shall terminate (unless the Company and the Participant have extended the time for the exercise of the Vested Share Repurchase Option). The Vested Share Repurchase Option must be exercised, if at
all, for all of the Repurchase Shares, except as the Company and the Participant otherwise agree. 
  

 22 








 (c) The repurchase price per Share being repurchased by the Company pursuant to the Vested Share
Repurchase Option shall be an amount equal to the Fair Market Value of the Shares determined by the Board in good faith as of the date of termination of a Participant’s Continuous Service. Payment by the Company to the Participant shall be made
in cash on or before the last day of the Repurchase Period. For purposes of the foregoing, cancellation of any indebtedness of the Participant to the Company shall be treated as payment to the Participant in cash to the extent of the unpaid
principal and any accrued interest canceled. 
 (d) The Company shall have the right to assign the Vested Share Repurchase Option at any
time, whether or not such option is then exercisable, to one or more Persons as may be selected by the Company. 
 (e) The Vested Share
Repurchase Option shall terminate and be of no further force and effect upon the occurrence of an Initial Public Offering. 
  

	17.	Escrow 

 To ensure that the shares of Common Stock
issuable pursuant to Stock Awards are not transferred in contravention of the terms of the Plan and the individual Stock Award Agreements, to ensure that the Common Stock subject to a repurchase option or reacquisition right will be available for
repurchase or reacquisition, and to ensure compliance with other provisions of the Plan, the Company may in its sole discretion require Participants to deposit the certificates evidencing the shares of Common Stock issued under this Plan with an
escrow agent designated by the Company provided, however, in such an event the Company shall provide the Participant with confirmation of the shares, and the number, deposited into such escrow. 
  

	18.	Termination or Suspension of the Plan 

 (a) Plan
Term. The Board may suspend or terminate the Plan at any time. Unless sooner terminated, the Plan shall terminate on the day before the tenth (10th) anniversary of the date the Plan is adopted by the Board or approved by the stockholders of
the Company, whichever is earlier. No Stock Awards may be granted under the Plan while the Plan is suspended or after it is terminated. 
 (b) No Impairment of Rights. Suspension or termination of the Plan shall not impair rights and obligations under any Stock Award granted while the Plan is in effect except with the written consent of the Participant. 
  

	19.	Effective Date of Plan 

 The Plan shall become
effective immediately upon its adoption by the Board, but no Stock Awards may be granted unless and until the Plan has been approved by the stockholders of the Company, which approval shall be within twelve (12) months before or after the date
the Plan is adopted by the Board. 
  

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	20.	Choice of Law 

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

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 PLAN HISTORY 
  

			
	November 14, 2005	 	Board adopts the initial 2005 Stock Incentive Plan, with an initial reserve of 28,553,059 shares.
		
	November 14, 2005	 	Stockholders entitled to vote approve the initial 2005 Stock Incentive Plan, with an initial share reserve of 28,553,059 shares.
		
	November 22, 2005	 	Board adopts the Plan, with an initial reserve of 51,983,480 shares.
		
	November 22, 2005	 	Stockholders entitled to vote approve the Plan, with an initial share reserve of 51,983,480 shares.
		
	July 18, 2006	 	Board amends the Plan to delete Section 13 (Drag-Along Rights).
		
	July 18, 2006	 	Stockholders entitled to vote approve the amendment of the Plan to delete Section 13 (Drag-Along Rights).
		
	February 6, 2007	 	Board amends Section 11(a) of the Plan to provide for nondiscretionary, proportionate adjustments

  

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