2001 Stock Option Plan



 EXHIBIT 10.1 
 2001 STOCK OPTION PLAN 
 OF 
 PHENOMIX CORPORATION 
  

	1.	Purpose of this Plan 

 The purpose of this 2001
Stock Option Plan of Phenomix Corporation is to enhance the long-term stockholder value of Phenomix Corporation by offering opportunities to eligible individuals to participate in the growth in value of the equity of Phenomix Corporation.

  

	2.	Definitions and Rules of Interpretation 

 2.1
Definitions. This Plan uses the following defined terms: 
 (a) “Administrator” means the
Board, the Committee, or any officer or employee of the Company to whom the Board or the Committee delegates authority to administer this Plan. 
 (b) “Affiliate” means a “parent” or “subsidiary” (as each is defined in Section 424 of the Code) of the Company and any other entity that the Board or Committee
designates as an “Affiliate” for purposes of this Plan. 
 (c) “Applicable Law” means any
and all laws of whatever jurisdiction, within or without the United States, and the rules of any stock exchange or quotation system on which Shares are listed or quoted, applicable to the taking or refraining from taking of any action under this
Plan, including the administration of this Plan and the issuance or transfer of Options or Option Shares. 
 (d)
“Board” means the board of directors of the Company. 
 (e) “Change of
Control” means any transaction or event that the Board specifies as a Change of Control under Section 10.4. 
 (f) “Code” means the Internal Revenue Code of 1986. 
 (g)
“Committee” means a committee composed of Company Directors appointed in accordance with the Company’s charter documents and Section 4. 
 (h) “Company” means Phenomix Corporation, a Delaware corporation. 







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

(j) “Consultant” means an individual who, or an employee of any entity that provides bona fide services to the
Company or an Affiliate not in connection with the offer or sale of securities in a capital-raising transaction, but who is not an Employee. 
 (k) “Director” means a member of the board of directors of the Company or an Affiliate. 
 (l) “Divestiture” means any transaction or event that the Board specifies as a Divestiture under Section 10.5. 
 (m) “Employee” means a regular employee of the Company or an Affiliate, including an officer or Director, who is
treated as an employee in the personnel records of the Company or an Affiliate, but not individuals who are classified by the Company or an Affiliate as: (i) leased from or otherwise employed by a third party, (ii) independent contractors,
or (iii) intermittent or temporary workers. The Company’s or an Affiliate’s classification of an individual as an “Employee” (or as not an “Employee”) for purposes of this Plan shall not be altered retroactively
even if that classification is changed retroactively for another purpose as a result of an audit, litigation or otherwise. An Optionee shall not cease to be an Employee due to transfers between locations of the Company, or between the Company and an
Affiliate, or to any successor to the Company or an Affiliate that assumes the Optionee’s Options under Section 10. Neither service as a Director nor receipt of a director’s fee shall be sufficient to make a Director an
“Employee.” 
 (n) “Exchange Act” means the Securities Exchange Act of 1934. 
 (o) “Executive” means, if the Company has any class of any equity security registered pursuant to Section 12
of the Exchange Act, an individual who is subject to Section 16 of the Exchange Act or who is a “covered employee” under Section 162(m) of the Code, in either case because of the individual’s relationship with the Company or
an Affiliate. If the Company does not have any class of any equity security registered pursuant to Section 12 of the Exchange Act, “Executive” means any (i) Director, (ii) any officer elected or appointed by the board of
directors, or (iii) any beneficial owner of more than 10% of any class of the Company’s equity securities. 
 (p)
“Expiration Date” means, with respect to an Option, the date stated in the Option Agreement as the expiration date of the Option or, if no such date is stated in the Option Agreement, then the last day of the maximum exercise
period for the Option, disregarding the effect of an Optionee’s Termination or any other event that would shorten that period. 
  

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 (q) “Fair Market Value” means the value of Shares as determined
under Section 17.2. 
 (r) “Fundamental Transaction” means any transaction or event described in
Section 10.3. 
 (s) “Grant Date” means the date the Administrator approves the grant of an
Option. However, if the Administrator specifies that an Option’s Grant Date is a future date or the date on which a condition is satisfied, the Grant Date for such Option is that future date or the date that the condition is satisfied.

 (t) “Incentive Stock Option” means an Option intended to qualify as an incentive stock option under
Section 422 of the Code and designated as an Incentive Stock Option in the Option Agreement for that Option. 
 (u)
“Listed Security” means any Share listed or approved for listing upon notice of issuance on a national securities exchange or other market system that meets the requirements of Section 25100(o) of the
California Securities Law of 1968, as amended. 
 (v) “Nonstatutory Option” means any Option other
than an Incentive Stock Option. 
 (w) “Officer” means an officer of the Company as defined in Rule
16a-1 adopted under the Exchange Act. 
 (x) “Option” means a right to purchase Shares of the Company
granted under this Plan. 
 (y) “Option Agreement” means the document evidencing the grant of an
Option. 
 (z) “Option Price” means the price payable under an Option for Shares, not including any
amount payable in respect of withholding or other taxes. 
 (aa) “Option Shares” means Shares covered
by an outstanding Option or purchased under an Option. 
 (bb) “Optionee” means: (i) a person to
whom an Option has been granted, including a holder of a Substitute Option, (ii) a person to whom an Option has been transferred in accordance with all applicable requirements of Sections 6.5, 7(h), and 16, and (iii) a person who holds
Option Shares subject to any right of repurchase under Section 15.2. 
  

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 (cc) “Plan” means this 2001 Stock Option Plan of Phenomix
Corporation. 
 (dd) “Qualified Domestic Relations Order” means a judgment, order, or decree meeting
the requirements of Section 414(p) of the Code. 
 (ee) “Reverse Vesting” means that an Option is
or was fully exercisable but that, subject to a “reverse” vesting schedule, the Company has a right to repurchase the Option Shares as specified in Section 15.2(a), with the Company’s right of repurchase expiring in accordance
with the “forward” vesting schedule that would otherwise have applied to the Option under which the Option Shares were purchased or other vesting schedule described in the Option Agreement. 
 (ff) “Rule 16b-3” means Rule 16b-3 adopted under Section 16(b) of the Exchange Act. 
 (gg) “Securities Act” means the Securities Act of 1933. 
 (hh) “Share” means a share of the common stock of the Company or other securities substituted for the common stock
under Section 10. 
 (ii) “Substitute Option” means an Option granted in substitution for, or
upon the conversion of, an option granted by another entity to purchase equity securities in the granting entity. 
 (jj)
“Termination” means that the Optionee has ceased to be, with or without any cause or reason, an Employee, Director or Consultant. However, if so determined by the Administrator, “Termination” shall not include a
change in status from an Employee, Consultant or Director to another such status. An event that causes an Affiliate to cease being an Affiliate shall be treated as the “Termination” of that Affiliate’s Employees, Directors, and
Consultants. 
 2.2 Rules of Interpretation. Any reference to a “Section,” without more, is to a Section of this Plan.
Captions and titles are used for convenience in this Plan and shall not, by themselves, determine the meaning of this Plan. Except when otherwise indicated by the context, the singular includes the plural and vice versa. Any reference to a statute
is also a reference to the applicable rules and regulations adopted under that statute. Any reference to a statute, rule or regulation, or to a section of a statute, rule or regulation, is a reference to that statute, rule, regulation, or section as
amended from time to time, both before and after the effective date of this Plan and including any successor provisions. 
  

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

 3.1
Number of Option Shares. Subject to adjustment under Section 10, the maximum number of Shares that may be issued under this Plan is 3,872,222. 
  

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 3.2 Source of Shares. Option Shares may be authorized but unissued Shares or treasury Shares. If
an Option is terminated, expires, or otherwise becomes unexercisable without having been exercised in full, the unpurchased Shares that were subject to the Option shall revert to this Plan and shall again be available for future issuance under this
Plan. Shares actually issued under this Plan repurchased by the Company at the exercise price or lower shall revert to this Plan and shall again be available for future issuance under this Plan. 
 3.3 Term of this Plan 
 (a) This Plan shall be effective on the date it is approved by the Board. However, no Option may be exercised unless and until the Company’s stockholders approve this Plan within 12 months after the Board approves this Plan.

 (b) Subject to Section 13, this Plan shall continue in effect for a period of ten years from its effective date.

  

	4.	Administration 

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

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 4.2 Authority of Administrator. Subject to the other provisions of this Plan, the Administrator
shall have the authority: 
 (a) to grant Options, including Substitute Options; 
 (b) to determine the Fair Market Value of Shares; 
 (c) to determine the Option Price of Options; 
 (d) to select the Optionees; 
 (e) to determine the times Options are granted; 
 (f) to determine the number of Shares
subject to each Option; 
 (g) to determine the types of payment that may be used to purchase Option Shares; 
 (h) to determine the types of payment that may be used to satisfy withholding tax obligations; 
 (i) to determine the other terms of each Option, including but not limited to the time or times at which Options may be exercised, whether
and under what conditions an Option is assignable, and whether an Option is a Nonstatutory Option or an Incentive Stock Option; 
 (j) to modify or amend any Option; 
 (k) to authorize any person to sign any Option Agreement or other document
related to this Plan on behalf of the Company; 
 (l) to determine the form of any Option Agreement or other document related
to this Plan, and whether that document, including signatures, may be in electronic form; 
 (m) to interpret this Plan and
any Option Agreement or document related to this Plan; 
 (n) to correct any defect, remedy any omission, or reconcile any
inconsistency in this Plan, any Option Agreement or any other document related to this Plan; 
 (o) to adopt, amend, and
revoke rules and regulations under this Plan, including rules and regulations relating to sub-plans and Plan addenda; 
 (p)
to adopt, amend, and revoke rules and procedures relating to the operation and administration of this Plan to accommodate non-U.S. Optionees and the requirements of Applicable Law such as: (i) rules and procedures regarding the conversion of
local currency, withholding procedures and the handling of stock certificates to comply with local practice and requirements, and (ii) sub-plans and Plan addenda for non-U.S. Optionees; 
  

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 (q) to determine whether a transaction or event should be treated as a Change of Control,
a Divestiture or neither; 
 (r) to determine the effect of a Fundamental Transaction and, if the Board determines that a
transaction or event should be treated as a Change of Control or a Divestiture, then the effect of that Change of Control or Divestiture; and 
 (s) to make all other determinations the Administrator deems necessary or advisable for the administration of this Plan. 
 4.3 Scope of Discretion. Subject to the last sentence of this Section 4.3, on all matters for which this Plan confers the authority, right or power on the Board, the Committee, or other Administrator to
make decisions, that body may make those decisions in its sole and absolute discretion. Moreover, but again subject to the last sentence of this Section 4.3, in making those decisions the Board, Committee or other Administrator need not treat
all persons eligible to receive Options, all Optionees, all Options or all Option Shares the same way. However, the discretion of the Board, Committee or other Administrator is subject to the specific provisions and specific limitations of this
Plan, as well as all rights conferred on specific Optionees by Option Agreements and other agreements. 
  

	5.	Persons Eligible to Receive Options 

 5.1
Eligible Individuals. Options (including Substitute Options) may be granted to, and only to, Employees, Directors and Consultants, including to prospective Employees, Directors and Consultants conditioned on the beginning of their service for
the Company or an Affiliate. 
 5.2 Section 162(m) Limitation. At such time and for so long as the Company is a “publicly
held corporation” within the meaning of Section 162(m) of the Code: (a) no Employee or prospective Employee may be granted one or more Options within any fiscal year of the Company to purchase more than 1,000,000 Shares, subject to
adjustment under Section 10, and (b) Options may be granted to an Executive only by the Committee (and, notwithstanding Section 4.1(a), not by the Board). If an Option is cancelled without being exercised, that cancelled Option shall
continue to be counted against the limit on Options that may be granted to any individual under this Section 5.2. 
  

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	6.	Terms and Conditions of Options 

 The following
rules apply to all Options: 
 6.1 Price. No Option may have an Option Price less than 85% of the Fair Market Value of the Shares on
the Grant Date. No Option intended as “qualified incentive-based compensation” within the meaning of Section 162(m) of the Code may have an Option Price less than 100% of the Fair Market Value of the Shares on the Grant Date. If an
Option to purchase any Shares that are not Listed Securities is granted to a person who, at the Grant Date, owns more than 10% of the voting power of the Company or any corporate Affiliate, that Option shall have an Option Price equal to or greater
than 110% of the Fair Market Value of the Shares on the Grant Date. In no event will the Option Price of any Option be less than the par value of the Shares issuable under the Option if that is required by Applicable Law. 
 6.2 Term. No Option shall be exercisable after its Expiration Date. No Option may have an Expiration Date that is more than ten years after its
Grant Date. 
 6.3 Vesting. Options shall be exercisable: (a) on the Grant Date, or (b) in accordance with a schedule
related to the Grant Date, the date the Optionee’s directorship, employment or consultancy begins, or a different date specified in the Option Agreement. If so provided in the Option Agreement, an Option may be exercisable subject to the
application of Reverse Vesting to the Option Shares. However, with respect to Options granted to Employees who are not officers or directors of the Company or any parent or subsidiary of the Company, the right to exercise an Option on Shares that
are not Listed Securities must vest, or the Option Shares must be subject to Reverse Vesting, at the rate of at least 20% per year over the five years from the Grant Date. 
 6.4 Form of Payment 
 (a) The Administrator shall determine the acceptable form and method of payment for exercising an Option. 
 (b)
Acceptable forms of payment for all Option Shares are cash, check or wire transfer, denominated in U.S. dollars except as specified by the Administrator for non-U.S. Employees or non-U.S. sub-plans. 
 (c) In addition, the Administrator may permit payment to be made by any of the following methods: 
 (i) other Shares, or the designation of other Shares, which (A) in the case of Shares acquired upon exercise of an option (whether or
not under this Plan) have been owned by the Optionee for more than six months on the date of surrender, and (B) have a Fair Market Value on the date of surrender equal to the Option Price of the Shares as to which the Option is being exercised;

  

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 (ii) provided that a public market exists for the Shares, through a “same day
sale” commitment from the Optionee and a broker-dealer that is a member of the National Association of Securities Dealers (an “NASD Dealer”) under which the Optionee irrevocably elects to exercise the Option and the NASD
Dealer irrevocably commits to forward an amount equal to the Option Price, directly to the Company, upon receipt of the Option Shares (a “Cashless Exercise”); 
 (iii) one or more full recourse promissory notes bearing interest at a fair market value rate that is at least sufficient to avoid
imputation of interest under Sections 483, 1274 and 7872 of the Code and with such other terms as the Administrator specifies, except that Consultants may not purchase Shares with a promissory note unless the note is adequately secured by collateral
other than the Shares, the portion of the Option Price equal to the par value of the Shares must be paid in cash or other lawful consideration, other than the note, if that is required by Applicable Law, and the Company shall at all times comply
with any applicable margin rules of the Federal Reserve; and 
 (iv) any combination of the methods of payment permitted by
any paragraph of this Section 6.4. 
 (d) The Administrator may also permit any other form or method of payment for
Option Shares permitted by Applicable Law. 
 6.5 Nonassignability of Options. Except as set forth in any Option Agreement, no
Option shall be assignable or otherwise transferable by the Optionee except by will or by the laws of descent and distribution. However, Options may be transferred and exercised in accordance with a Qualified Domestic Relations Order. Unless the
Option Shares are Listed Securities, if an Option Agreement permits an Option to be assigned, the assignment may be only to members of the Optionee’s “immediate family” as defined in Rule 16a-1(e) under the Exchange Act. 

6.6 Substitute Options. The Board may cause the Company to grant Substitute Options in connection with the acquisition by the Company or an
Affiliate of equity securities of any entity (including by merger) or all or a portion of the assets of any entity. Any such substitution shall be effective when the acquisition closes. Substitute Options may be Nonstatutory Options or Incentive
Stock Options. Unless and to the extent specified otherwise by the Board, Substitute Options shall have the same terms and conditions as the options they replace, except that (subject to Section 10) Substitute Options shall be Options to
purchase Shares rather than equity securities of the granting entity and shall have an Option Price that, as determined by the Board in its sole and absolute discretion, properly reflects the substitution. 
  

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	7.	Incentive Stock Options 

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

 (a) The Expiration Date of an Incentive Stock Option shall not be later than ten years from its Grant Date, with the result
that no Incentive Stock Option may be exercised after the expiration of ten years from its Grant Date. 
 (b) No Incentive
Stock Option may be granted more than ten years from the date this Plan was approved by the Board. 
 (c) Options intended to
be incentive stock options under Section 422 of the Code that are granted to any single Optionee under all incentive stock option plans of the Company and its Affiliates, including incentive stock options granted under this Plan, may not vest
at a rate of more than $100,000 in Fair Market Value of stock (measured on the grant dates of the options) during any calendar year. For this purpose, an option vests with respect to a given share of stock the first time its holder may purchase that
share, notwithstanding any right of the Company to repurchase that share. Unless the Administrator specifies otherwise in the related agreement governing the option, this vesting limitation shall be applied by, to the extent necessary to satisfy
this $100,000 rule, treating certain stock options that were intended to be incentive stock options under Section 422 of the Code as Nonstatutory Options. The stock options or portions of stock options to be reclassified as Nonstatutory Options
are those with the highest option prices, whether granted under this Plan or any other equity compensation plan of the Company or any Affiliate that permits that treatment. This Section 7(c) shall not cause an Incentive Stock Option to vest
before its original vesting date or cause an Incentive Stock Option that has already vested to cease to be vested. 
 (d) In
order for an Incentive Stock Option to be exercised for any form of payment other than those described in Section 6.4(b), that right must be stated in the Option Agreement relating to that Incentive Stock Option. 
 (e) Any Incentive Stock Option granted to a Ten Percent Stockholder, must have an Expiration Date that is not later than five years from
its Grant Date, with the result that no such Option may be exercised after the expiration of five years from the Grant Date. A “Ten Percent Stockholder” is any person who, directly or by attribution under Section 424(d)
of the Code, owns stock possessing more than ten percent of the total combined voting power of all classes of stock of the Company or of any Affiliate on the Grant Date. 
  


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 (f) The Option Price of an Incentive Stock Option shall never be less than the Fair
Market Value of the Shares at the Grant Date. The Option Price for the Shares covered by an Incentive Stock Option granted to a Ten Percent Stockholder shall never be less than 110% of the Fair Market Value of the Shares at the Grant Date.

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

	8.	Consulting or Employment Relationship 

 Nothing in
this Plan or in any Option Agreement, and no Option or the fact that Option Shares remain subject to repurchase rights, shall: (a) interfere with or limit the right of the Company or any Affiliate to terminate the employment or consultancy of
any Optionee at any time, whether with or without cause or reason, and with or without the payment of severance or any other compensation or payment, or (b) interfere with the application of any provision in any of the Company’s or any
Affiliate’s charter documents or Applicable Law relating to the election, appointment, term of office, or removal of a Director. 
  

	9.	Exercise of Options 

 9.1 In General. An
Option shall be exercisable in accordance with this Plan, the Option Agreement under which it is granted, and as prescribed by the Administrator. 
  

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 9.2 Time of Exercise. An Option shall be considered exercised when the Company receives:
(a) written notice of exercise from the person entitled to exercise the Option, (b) full payment, or provision for payment, in a form and method approved by the Administrator, for the Shares for which the Option is being exercised, and
(c) with respect to Nonstatutory Options, payment, or provision for payment, in a form approved by the Administrator, of all applicable withholding taxes due upon exercise. An Option may not be exercised for a fraction of a Share. 

9.3 Issuance of Option Shares. The Company shall issue Option Shares in the name of the person properly exercising the Option. If the Optionee
is that person and so requests, the Option Shares shall be issued in the name of the Optionee and the Optionee’s spouse. The Company shall endeavor to issue Option Shares promptly after an Option is exercised. However, until Option Shares are
actually issued, as evidenced by the appropriate entry on the stock books of the Company or its transfer agent, no right to vote or receive dividends or other distributions, and no other rights as a stockholder, shall exist with respect to the
Option Shares, even though the Optionee has completed all the steps necessary to exercise the Option. No adjustment shall be made for any dividend, distribution, or other right for which the record date precedes the date the Option Shares are
issued, except as provided in Section 10. 
 9.4 Termination 
 (a) In General. Except as provided by the Administrator, including in an Option Agreement, and as otherwise provided in
Sections 9.4(b), (c), (d), (e) and (f), after an Optionee’s Termination the Optionee’s Options shall be exercisable to the extent (but only to the extent) they are vested on the date of that Termination and only during the period
ending thirty days after the Termination, but in no event after the Expiration Date. To the extent the Optionee does not exercise an Option within the time specified for exercise, the Option shall automatically terminate. 
 (b) Leaves of Absence. Unless otherwise provided in the Option Agreement, no Option may be exercised more than three months
after the beginning of a leave of absence, other than a personal or medical leave approved by the Administrator with employment guaranteed upon return. Options shall not continue to vest during a leave of absence, other than an approved personal or
medical leave with employment guaranteed upon return. 
 (c) Death or Disability. Unless otherwise in the Option
Agreement, if an Optionee’s Termination is due to death or disability (as determined by the Administrator with respect to Nonstatutory Options and as defined by Section 22(e) of the Code with respect to Incentive Stock Options), all
Options of that Optionee to the extent exercisable at the date of that Termination may be exercised for one year after that Termination, but in no event after the Expiration Date. In the case of Termination due to death, an Option may be exercised
as provided in Section 16. In the case of Termination 

  

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due to disability, if a guardian or conservator has been appointed to act for the Optionee and been granted this authority as part of that appointment, that
guardian or conservator may exercise the Option on behalf of the Optionee. Death or disability occurring after an Optionee’s Termination shall not cause the Termination to be treated as having occurred due to death or disability. To the extent
an Option is not so exercised within the time specified for its exercise, the Option shall automatically terminate. 
 (d)
Divestiture. If an Optionee’s Termination is due to a Divestiture, the Board may take any one or more of the actions described in Section 10.3 or 10.4. 
 (e) Termination for Cause. If an Optionee’s Termination is due to cause, all of the Optionee’s Options shall
automatically terminate and cease to be exercisable at the time of Termination. “Cause” means dishonesty, fraud, misconduct, disclosure or misuse of confidential information, conviction of, or a plea of guilty or no contest
to, a felony or similar offense, habitual absence from work for reasons other than illness, intentional conduct that could cause significant injury to the Company or an Affiliate, or habitual abuse of alcohol or a controlled substance, in each case
as determined by the Administrator. 
 (f) Reverse Vesting. Under any circumstances stated in this
Section 9.4 in which all unvested Options of an Optionee immediately vest, the Company’s repurchase rights shall lapse on all Option Shares held by that Optionee which are subject to Reverse Vesting. 
  

	10.	Certain Transactions and Events 

 10.1 In
General. Except as provided in this Section 10, no change in the capital structure of the Company, merger, sale or other disposition of assets or a subsidiary, change of control, issuance by the Company of shares of any class of securities
convertible into shares of any class, conversion of securities, or other transaction or event shall require or be the occasion for any adjustments of the type described in this Section 10. 
 10.2 Changes in Capital Structure. In the event of any stock split, reverse stock split, recapitalization, combination or reclassification of
stock, stock dividend, spin-off, or similar change to the capital structure of the Company (not including a Fundamental Transaction or Change of Control), the Board shall make whatever adjustments it concludes are appropriate to: (a) the number
and type of Options that may be granted under this Plan, (b) the number and type of Options that may be granted to any individual under this Plan, (c) the Option Price and number and class of securities issuable under each outstanding
Option, and (d) the repurchase price of any securities substituted for Option Shares that are subject to repurchase rights. The specific adjustments shall be determined by the Board in its sole and absolute discretion. Unless the Board
specifies otherwise, any securities issuable as a result of any such adjustment shall be rounded to the next lower whole security. 
  

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 10.3 Fundamental Transactions. If the Company merges with another entity in a transaction in which
the Company is not the surviving entity or if, as a result of any other transaction or event, other securities are substituted for the Shares or Shares may no longer be issued (each a “Fundamental Transaction”), then,
notwithstanding any other provision of this Plan, the Board shall do one or more of the following contingent on the closing or completion of the Fundamental Transaction: (a) arrange for the substitution of options on equity securities other
than Shares (including, if appropriate, equity securities of an entity other than the Company) in exchange for Options, (b) accelerate the vesting and termination of outstanding Options so that Options can be exercised in full before or
otherwise in connection with the closing or completion of the transaction or event but then terminate, (c) cancel Options in exchange for cash payments to Optionees, (d) arrange for any repurchase rights of the Company with respect to
Option Shares to apply to the securities issued in substitution for Shares, or (e) terminate repurchase rights on Option Shares. The Board need not adopt the same rules for each Option or each Optionee. 
 10.4 Changes of Control. The Board may also, but need not, specify that other transactions or events constitute a “Change of
Control”. The Board may do that either before or after the transaction or event occurs. Examples of transactions or events that the Board may treat as Changes of Control are: (a) the Company or an Affiliate is a party to a merger,
consolidation, amalgamation, or other transaction in which the beneficial stockholders of the Company, immediately before the transaction, beneficially own securities representing 50% or less of the total combined voting power or value of the
Company immediately after the transaction, (b) any person or entity, including a “group” as contemplated by Section 13(d)(3) of the Exchange Act, acquires securities holding 30% or more of the total combined voting power or value
of the Company, or (c) as a result of or in connection with a contested election of Company Directors, the persons who were Company Directors immediately before the election cease to constitute a majority of the Board. In connection with a
Change of Control, notwithstanding any other provision of this Plan, the Board may take any one or more of the actions described in Section 10.3. In addition, the Board may extend the date for the exercise of Options (but not beyond their
original Expiration Date). The Board need not adopt the same rules for each Option or each Optionee. 
 10.5 Divestiture. If the
Company or an Affiliate sells or otherwise transfers equity securities of an Affiliate to a person or entity other than the Company or an Affiliate, or leases, exchanges or transfers all or any portion of its assets to such a person or entity, then
the Board, in its sole and absolute discretion, may specify that such transaction or event constitutes a “Divestiture”. In connection with a Divestiture, notwithstanding any other provision of this Plan, the Board may take
one or more of the 

  

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

	11.	Withholding and Tax Reporting 

 11.1 Tax
Withholding Option 
 (a) General. Whenever Option Shares are issued or become free of restrictions, the
Company may require the Optionee to remit to the Company an amount sufficient to satisfy any applicable tax withholding requirement, whether the related tax is imposed on the Optionee or the Company. The Company shall have no obligation to deliver
Option Shares or release Option Shares from an escrow until the Optionee has satisfied those tax withholding obligations. Whenever payment in satisfaction of Options is made in cash, the payment will be reduced by an amount sufficient to satisfy all
tax withholding requirements. 
 (b) Method of Payment. The Optionee shall pay any required withholding using
the forms of consideration described in Section 6.4(b), except that, in the discretion of the Administrator, the Company may also permit the Optionee to use any of the forms of payment described in Section 6.4(c). The Administrator may
also permit Option Shares to be withheld to pay required withholding. If the Administrator permits Option Shares to be withheld, the Fair Market Value of the Option Shares withheld shall not exceed the amount determined by the applicable minimum
statutory withholding rates, and shall be determined as of the date that the amount of tax to be withheld or tendered for this purpose is to be determined. 
  

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 11.2 Reporting of Dispositions. Any holder of Option Shares acquired under an Incentive Stock
Option shall promptly notify the Administrator in writing of the sale or other disposition of any of those Option Shares if the disposition occurs during: (a) the longer of two years after the Grant Date of the Incentive Stock Option and one
year after the date the Incentive Stock Option was exercised, or (b) such other period as the Administrator has established. 
  

	12.	Compliance with Law 

 12.1 Applicable Law.
The grant of Options and the issuance and subsequent transfer of Option Shares shall be subject to compliance with all Applicable Law, including all applicable securities laws. Options may not be exercised, and Option Shares may not be
transferred, in violation of Applicable Law. Thus, for example, Options may not be exercised unless: (a) a registration statement under the Securities Act is then in effect with respect to the related Option Shares, or (b) in the opinion
of legal counsel to the Company, those Option Shares may be issued in accordance with an applicable exemption from the registration requirements of the Securities Act and any other applicable securities laws. The failure or inability of the Company
to obtain from any regulatory body the authority considered by the Company’s legal counsel to be necessary or useful for the lawful issuance of any Option Shares or their subsequent transfer shall relieve the Company of any liability for
failing to issue those Option Shares or permitting their transfer. As a condition to the exercise of any Option or the transfer of any Option Shares, the Company may require the Optionee to satisfy any requirements or qualifications that may be
necessary or appropriate to comply with or evidence compliance with any Applicable Law. 
 12.2 Financial Information. The Company
shall furnish its annual financial statements to each Optionee during the period the Optionee holds any Option or Option Shares. Those statements shall include a balance sheet and income statement, and shall be delivered as soon as is practical
after the end of the Company’s fiscal year. This section does not apply to Optionees who are key Employees and whose duties afford them access to those financial statements. 
  

	13.	Amendment or Termination of this Plan or Outstanding Options 

 13.1 Amendment and Termination. The Board may at any time amend, suspend, or terminate this Plan. 
 13.2 Stockholder Approval. The Company shall obtain the approval of the Company’s stockholders for any amendment to this Plan if stockholder approval is necessary or desirable to comply with any Applicable Law or with the
requirements applicable to the grant of Options intended to be Incentive Stock Options. The Board may also, but need not, require that the Company’s stockholders approve any other amendments to this Plan. 
  

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

	14.	Reserved Rights 

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

  

	15.	Special Arrangements Regarding Option Shares 

 15.1
Escrows and Pledges. To enforce any restrictions on Option Shares including restrictions related to Reverse Vesting, the Administrator may require their holder to deposit the certificates representing Option Shares, with stock powers or other
transfer instruments approved by the Administrator endorsed in blank, with the Company or an agent of the Company to hold in escrow until the restrictions have lapsed or terminated. The Administrator may also cause a legend or legends referencing
the restrictions to be placed on the certificates. Any Optionee who delivers a promissory note as partial or full consideration for the purchase of Option Shares will be required to 

  

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pledge and deposit, with the Company, some or all of the Option Shares as collateral to secure the payment of the note. However, the Administrator may
require or accept other or additional forms of collateral to secure the note and, in any event, the Company will have full recourse against the maker of the note, notwithstanding any pledge or other collateral, unless stated otherwise in the Option
Agreement and the note. 
 15.2 Repurchase Rights 
 (a) Reverse Vesting. If an Option is subject to Reverse Vesting, the Company shall have the right, during the 90 days
after the Optionee’s Termination, to repurchase any or all of the Option Shares that were unvested as of the date of that Termination, for a price equal to the lower of: (i) the Option Price for such Shares, minus the amount of any cash
dividends paid or payable with respect to the Option Shares for which the record date precedes the repurchase, and (ii) the Fair Market Value of those Option Shares as of the date of the Termination. The repurchase price shall be paid in cash
or, if the Option Shares were purchased in whole or in part for a promissory note, cancellation of indebtedness under that note, or a combination of those means. The Company may assign this right of repurchase. 
 (b) Private Company. The Company shall have the right, but not the obligation, during the 90 days after the
Optionee’s Termination or after exercise of the Option if the Option is exercised after Termination, to repurchase the Optionee’s Option Shares. The repurchase price shall be the higher of: (i) the Option Price for those Option
Shares, minus the amount of any cash dividends paid or payable with respect to the Option Shares for which the record date precedes the repurchase, and (ii) the Fair Market Value of those Option Shares as of the date of the Termination. The
repurchase price shall be paid in cash or, if the Option Shares were purchased in whole or in part with a promissory note, cancellation of indebtedness under that note, or a combination of those means. This right of repurchase shall terminate if and
when Shares are registered under Section 12 of the Exchange Act. The Company may assign this right of repurchase. 
 (c)
Procedure. The Company or its assignee may choose to give the Optionee a written notice of exercise of its repurchase rights under this Section 15.2. However, the Company’s failure to give such a notice shall not affect its
rights to repurchase Option Shares. The Company must, however, tender the repurchase price during the period specified in this Section 15.2 for exercising its repurchase rights in order to exercise such rights. 
 15.3 Market Standoff. If requested by the Company or a representative of its underwriters in connection with a registration of any securities of
the Company under the Securities Act, Optionees or certain Optionees shall be prohibited from selling some or all of their Option Shares during a period not to exceed 180 days after the effective date of a registration statement filed with respect
to the initial public offering of the Company stock and 90 days after the effective date of any other registration statement of the 

  

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Company. This restriction shall apply only to the first two registration statements of the Company to become effective under the Securities Act. However, it
shall not apply to any registration statement on Form S-8 or an equivalent registration statement. Moreover, registration statements on Form S-4, S-8 or equivalent registration statements shall not count as either of those two registration
statements. 
  

	16.	Beneficiaries 

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

	17.	Miscellaneous 

 17.1 Governing Law. This Plan
and all determinations made and actions taken under this Plan shall be governed by the substantive laws, but not the choice of law rules, of the State of California, except with respect to corporate matters governed by the Delaware General
Corporation Law. 
 17.2 Determination of Value. Fair Market Value shall be determined as follows: 
 (a) Listed Stock. If the Shares are traded on any established stock exchange or quoted on a national market system, Fair
Market Value shall be the closing sales price for the Shares as quoted on that stock exchange or system for the date the value is to be determined (the “Value Date”) as reported in The Wall Street Journal or a similar
publication. If no sales are reported as having occurred on the Value Date, Fair Market Value shall be that closing sales price for the last preceding trading day on which sales of Shares are reported as having occurred. If no sales are reported as
having occurred during the five trading days before the Value Date, Fair Market Value shall be the closing bid for Shares on the Value Date. If Shares are listed on multiple exchanges or systems, Fair Market Value shall be based on sales or bids on
the primary exchange or system on which Shares are traded or quoted. 
 (b) Stock Quoted by Securities Dealer.
If Shares are regularly quoted by a recognized securities dealer but selling prices are not reported on any established stock exchange or quoted on a national market system, Fair Market Value shall be the mean between the high bid and low asked
prices on the Value Date. If no prices are 

  

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quoted for the Value Date, Fair Market Value shall be the mean between the high bid and low asked prices on the last preceding trading day on which any bid
and asked prices were quoted. 
 (c) No Established Market. If Shares are not traded on any established stock
exchange or quoted on a national market system and are not quoted by a recognized securities dealer, the Administrator (following guidelines established by the Board or Committee) will determine Fair Market Value in good faith. The Administrator
will consider the following factors, and any others it considers significant, in determining Fair Market Value: (i) the price at which other securities of the Company have been issued to purchasers other than Employees, Directors, or
Consultants, (ii) the Company’s net worth, prospective earning power, dividend-paying capacity, and non-operating assets, if any, and (iii) any other relevant factors, including the economic outlook for the Company and the
Company’s industry, the Company’s position in that industry, the Company’s goodwill and other intellectual property, and the values of securities of other businesses in the same industry. 
 (d) Initial Public Offering. The Fair Market Value of Shares on the date, if any, that the Company makes an initial public
offering of Shares shall be the price at which Shares are first offered to the public. 
 17.3 Reservation of Shares. During the term
of this Plan, the Company will at all times reserve and keep available such number of Shares as are still issuable under this Plan. 
 17.4
Electronic Communications. Any Option Agreement, notice of exercise of an Option, or other document required or permitted by this Plan may be delivered in writing or, to the extent determined by the Administrator, electronically. Signatures
may also be electronic if permitted by the Administrator. 
  

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 17.5 Notices. Unless the Administrator specifies otherwise, any notice to the Company under any
Option Agreement or with respect to any Options or Option Shares shall be in writing (or, if so authorized by Section 17.4, communicated electronically), shall be addressed to the Secretary of the Company, and shall only be effective when
received by the Secretary of the Company. 
 Adopted by the Board on: October 22, 2001 
 Approved by the stockholders on: October 22, 2001 
 Effective date of this Plan: October 22, 2001 
 Amendment to the Plan increasing the number of shares covered to 2,330,000 adopted by the Board of Directors on January 11, 2002 and approved by the Stockholders on
January 11, 2002. 
 Amendment to the Plan increasing the number of shares covered to 2,515,000 adopted by the Board of Directors on January 29,
2002 and approved by the Stockholders on January 31, 2002. 
 Amendment to the Plan amending the last sentence of Section 3.2 was adopted by the
Board of Directors on July 3, 2003. 
 Amendment to the Plan increasing the number of shares covered to 2,622,222 (post-split) was adopted by the Board
of Directors on March 17, 2005 and by the Stockholders on April 14, 2005. 
 Amendment to the Plan increasing the number of shares covered to
3,872,222 was adopted by the Board of Directors and the Stockholders on February 28, 2007. 
  

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