EX-10.1



 Exhibit 10.1 

WIND POWER HOLDINGS, INC. 

2008 EQUITY INCENTIVE PLAN 

AMENDED AND RESTATED AS OF 

SEPTEMBER 16, 2010 

1. Purposes of the Plan.  

The purpose of this Plan is to encourage ownership in Wind Power Holdings, Inc., a Delaware corporation (the “Company”), by
key personnel whose long-term employment or other service relationship with the Company is considered essential to the Company’s continued progress and, thereby, encourage recipients to act in the stockholders’ interest and share in the
Company’s success. 
 2. Definitions.  

As used herein, the following definitions shall apply: 

(a) “Administrator” means the Board, any Committees or such delegates as shall be administering the
Plan in accordance with Section 4 of the Plan. 
 (b) “Affiliate” means any entity that is
directly or indirectly controlled by the Company or any entity in which the Company has a significant ownership interest as determined by the Administrator. 

(c) “Applicable Laws” means the requirements relating to the administration of stock option and
stock award plans under U.S. federal and state laws, the Code, any stock exchange or quotation system on which the Company has listed or submitted for quotation the Common Stock to the extent provided under the terms of the Company’s agreement
with such exchange or quotation system and, with respect to Awards subject to the laws of any foreign jurisdiction where Awards are, or will be, granted under the Plan, the laws of such jurisdiction. 

(d) “Award” means a Stock Award or Option granted in accordance with the terms of the Plan. 

(e) “Awardee” means an Employee, Consultant or Director of the Company or any Affiliate who has been
granted an Award under the Plan. 
 (f) “Award Agreement” means a Stock Award Agreement and/or
Option Agreement, which may be in written or electronic format, in such form and with such terms and conditions as may be specified by the Administrator, evidencing the terms and conditions of an individual Award. Each Award Agreement is subject to
the terms and conditions of the Plan. 
 (g) “Board” means the Board of Directors of the Company.

 (h) “Cause” means (i) Awardee’s willful failure substantially to perform his or her duties
and responsibilities to the Company or deliberate violation of a Company policy; (ii) Awardee’s commission of any act of fraud, embezzlement, dishonesty or any other willful misconduct that has caused or is reasonably expected to result in
material injury to 







 
the Company; (iii) unauthorized use or disclosure by Awardee of any proprietary information or trade secrets of the Company or any other party to whom the Awardee owes an obligation of
nondisclosure as a result of his or her relationship with the Company; or (iv) Awardee’s willful breach of any of his or her obligations under any written agreement or covenant with the Company. The determination as to whether an Awardee
is being terminated for Cause shall be made in good faith by the Company and shall be final and binding on the Awardee. The foregoing definition does not in any way limit the Company’s ability to terminate an Awardee’s employment or
consulting relationship at any time as provided in Section 16 below, and the term “Company” will be interpreted to include any Affiliate or successor thereto, if appropriate. 

(i) “Change in Control” means any of the following, unless the Administrator provides otherwise: 

i. any merger or consolidation in which the Company shall not be the surviving entity (or survives only as a subsidiary of
another entity whose stockholders did not own all or substantially all of the Common Stock in substantially the same proportions as immediately prior to such transaction), 

ii. the sale of all or substantially all of the Company’s assets to any other person or entity (other than a
wholly-owned subsidiary), 
 iii. the acquisition of beneficial ownership of a controlling interest (including, without
limitation, power to vote) the outstanding shares of Common Stock by any person or entity (including a “group” as defined by or under Section 13(d)(3) of the Exchange Act), 

iv. a contested election of Directors, as a result of which or in connection with which the persons who were Directors
before such election or their nominees (the “Incumbent Directors”) cease to constitute a majority of the Board; provided however that if the election, or nomination for election by the Company’s stockholders, of any new
director was approved by a vote of at least fifty percent (50%) of the Incumbent Directors, such new Director shall be considered as an Incumbent Director, or 

v. any other event specified by the Board or a Committee, regardless of whether at the time an Award is granted or
thereafter. 
 (j) “Code” means the United States Internal Revenue Code of 1986, as amended. 

(k) “Committee” means the compensation committee of the Board or a committee of Directors appointed
by the Board in accordance with Section 4 of the Plan. 
 (l) “Common Stock” means the common
stock of the Company. 
 (m) “Company” means Wind Power Holdings, Inc., a Delaware corporation, or
its successor. 

  
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 (n) “Consultant” means any person engaged by the Company or
any Affiliate to render services to such entity as an advisor or consultant.  
 (o) “Continuous
Service” means that the Awardee’s service with the Company or an Affiliate, whether as an Employee, Director or Consultant, is not interrupted or terminated. A change in the capacity in which the Awardee renders service to the Company
or an Affiliate as an Employee, Consultant or Director or a change in the entity for which the Awardee renders such service, provided that there is no interruption or termination of the Awardee’s service with the Company or an Affiliate, shall
not terminate an Awardee’s Continuous Service; provided, however, if the Company for which an Awardee is rendering services ceases to qualify as an “Affiliate,” as determined by the Board in its sole discretion, such
Awardee’s Continuous Service shall be considered to have terminated on the date such Company ceases to qualify as an Affiliate. To the extent permitted by law, the Board or the chief executive officer of the Company, in that party’s sole
discretion, may determine whether Continuous Service shall be considered interrupted in the case of: (i) any leave of absence approved by the Board or the chief executive officer of the Company, including sick leave, military leave or any other
personal leave; or (ii) transfers between the Company, an Affiliate, or their successors. Notwithstanding the foregoing, a leave of absence shall be treated as Continuous Service for purposes of vesting in a Stock Award only to such extent as
may be provided in the Company’s leave of absence policy, in the written terms of any leave of absence agreement or policy applicable to the Awardee, or as otherwise required by law. 

(p) “Conversion Award” has the meaning set forth in Section 4(b)(xi) of the Plan. 

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

(r) “Employee” means a regular, active employee of the Company or any Affiliate, including an
Officer and/or Inside Director. Within the limitations of Applicable Law, the Administrator shall have the discretion to determine the effect upon an Award and upon an individual’s status as an Employee in the case of (i) any individual
who is classified by the Company or an Affiliate as leased from or otherwise employed by a third party or as intermittent or temporary, even if any such classification is changed retroactively as a result of an audit, litigation or otherwise,
(ii) any leave of absence approved by the Company or an Affiliate, (iii) any transfer between locations of employment with the Company or an Affiliate or between the Company and any Affiliate or between any Affiliates, (iv) any change
in the Awardee’s status from an Employee to a Consultant or Director, and (v) at the request of the Company or an Affiliate an Employee becomes employed by any partnership, joint venture or corporation not meeting the requirements of an
Affiliate in which the Company or an Affiliate is a party. 
 (s) “Exchange Act” means the
Securities Exchange Act of 1934, as amended. 
 (t) “Fair Market Value” means, as of any date, the
value of a share of Common Stock or other property as determined by the Administrator, in its discretion, or by the Company, in its discretion, if such determination is expressly allocated to the Company herein, subject to the following: 

  
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 i. If, on such date, the Common Stock is listed on a national or regional
securities exchange or market system, including without limitation the Nasdaq Global Market, the Fair Market Value of a share of Common Stock shall be the closing price of a share of Common Stock (or the mean of the closing bid and asked prices of a
share of Common Stock if the stock is so quoted instead) as quoted on such exchange or market system constituting the primary market for the Common Stock, as reported in The Wall Street Journal or such other source as the Administrator deems
reliable. If the relevant date does not fall on a day on which the Common Stock has traded on such securities exchange or market system, the date on which the Fair Market Value shall be established shall be the last day on which the Common Stock was
so traded prior to the relevant date, or such other appropriate day as shall be determined by the Administrator, in its discretion. 

ii. If, on such date, the Common Stock is not listed on a national or regional securities exchange or market system, the Fair
Market Value of a share of Common Stock shall be as determined by the Administrator in good faith without regard to any restriction other than a restriction which, by its terms, will never lapse, and subject to compliance with Section 409A of
the Code. 
 (u) “Grant Date” means, for all purposes, the date on which the Administrator makes
the determination granting an Award, or such other date as is determined by the Administrator, provided that in the case of any Incentive Stock Option, the grant date shall be the later of the date on which the Administrator makes the determination
granting such Incentive Stock Option or the date of commencement of the Awardee’s employment relationship with the Company. 

(v) “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. 
 (w) “Inside
Director” means a Director who is an Employee. 
 (x) “Nasdaq” means the Nasdaq Global Market or
its successor.  
 (y) “Nonstatutory Stock Option” means an Option not intended to qualify
as an Incentive Stock Option. 
 (z) “Officer” means 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” means a right granted under Section 8 to purchase a number of Shares at such
exercise price, at such times, and on such other terms and conditions as are specified in the agreement or other documents evidencing the Option (the “Option Agreement”). Both Options intended to qualify as Incentive Stock Options
and Nonstatutory Stock Options may be granted under the Plan. 
 (bb) “Option Exchange Program” means
any program approved by the Administrator whereby outstanding Options are exchanged for Options with a lower exercise price, including a program in which the only change made to such Awards is to lower the exercise price. 

  
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 (cc) “Outside Director” means a Director who is not an Employee.

 (dd) “Participant” means the Awardee or any person (including any estate) to whom an Award has been
assigned or transferred as permitted hereunder. 
 (ee) “Plan” means this Wind Power Holdings,
Inc. 2008 Equity Incentive Plan. 
 (ff) “Qualifying Performance Criteria” shall have the meaning
set forth in Section 12(b) of the Plan. 
 (gg) “Share” means a share of the Common Stock, as
adjusted in accordance with Section 13 of the Plan. 
 (hh) “Stock Appreciation Right” means a
right to receive cash and/or shares of Common Stock based on a change in the Fair Market Value of a specific number of shares of Common Stock between the Grant Date and the exercise date granted under Section 11.  

(ii) “Stock Award” means an award or issuance of Shares, Stock Units, Stock Appreciation Rights or other
similar awards made under Section 11 of the Plan, the grant, issuance, retention, vesting, settlement and/or transferability of which is subject during specified periods of time to such conditions (including continued employment or performance
conditions) and terms as are expressed in the agreement or other documents evidencing the Award (the “Stock Award Agreement”). 

(jj) “Stock Unit” means a bookkeeping entry representing an amount equivalent to the Fair Market
Value of one Share (or a fraction or multiple of such value), payable in cash, property or Shares. Stock Units represent an unfunded and unsecured obligation of the Company, except as otherwise provided for by the Administrator. 

(kk) “Subsidiary” means any company (other than the Company) in an unbroken chain of companies
beginning with the Company, provided each company in the unbroken chain (other than the Company) owns, at the time of determination, stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other
companies in such chain. 
 (ll) “Termination of Continuous Service” shall mean ceasing to be an
Employee, Consultant or Director, as determined in the sole discretion of the Administrator. However, for Incentive Stock Option purposes, Termination of Continuous Service will occur when the Awardee ceases to be an employee (as determined in
accordance with Section 3401(c) of the Code and the regulations promulgated thereunder) of the Company or one of its Subsidiaries. The Administrator shall determine whether any corporate transaction, such as a sale or spin-off of a division or
business unit, or a joint venture, shall be deemed to result in a Termination of Continuous Service. 

(mm) “Total and Permanent Disability” shall have the meaning set forth in Section 22(e)(3) of
the Code. 

  
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 3. Stock Subject to the Plan.  

(a) Aggregate Limits. Subject to the provisions of Section 13 of the Plan, the maximum aggregate number of
Shares that may be sold or issued pursuant to Awards granted under the Plan is three million (3,000,000) Shares. Shares subject to Awards granted under the Plan that are cancelled, expire or are forfeited (including without limitation, any such
Shares having been issued under the Award to the Participant) shall be available for re-grant under the Plan. If an Awardee pays the exercise or purchase price of an Award granted under the Plan through the tender of Shares, or if Shares are
tendered or withheld to satisfy any Company withholding obligations, the number of Shares so tendered or withheld shall become available for re-issuance thereafter under the Plan. The Shares subject to the Plan may be either Shares reacquired by the
Company, including Shares purchased in the open market, or authorized but unissued Shares. 
 (b) Code
Section 162(m) Share Limits. Subject to the provisions of Section 13 of the Plan, the aggregate number of Shares subject to Awards granted under this Plan during any calendar year to any one Awardee shall not exceed five hundred
thousand (500,000). Notwithstanding anything to the contrary in the Plan, the limitation set forth in this Section 3(b) shall be subject to adjustment under Section 13(a) of the Plan only to the extent that such adjustment will not affect
the status of any Award intended to qualify as “performance based compensation” under Code Section 162(m). 

4. Administration of the Plan.  

(a) Procedure.  

i. Multiple Administrative Bodies. The Plan shall be administered by the Board, a Committee and/or their
delegates. 
 ii. Section 162. To the extent that the Administrator determines it to be desirable to
qualify Awards granted hereunder as “performance-based compensation” within the meaning of Section 162(m) of the Code, Awards to “covered employees” within the meaning of Section 162(m) of the Code or Employees that the
Committee determines may be “covered employees” in the future shall be made by a Committee of two or more “outside directors” within the meaning of Section 162(m) of the Code. 

iii. Rule 16b-3. To the extent desirable to qualify transactions hereunder as exempt under
Rule 16b-3 promulgated under the Exchange Act (“Rule 16b-3”), Awards to Officers and Directors shall be made by the entire Board or a Committee of two or more “non-employee directors” within the meaning of
Rule 16b-3. 
 iv. Other Administration. The Board or a Committee may delegate to an authorized officer
or officers of the Company the power to approve Awards to persons eligible to receive Awards under the Plan who are not (A) subject to Section 16 of the Exchange Act or (B) at the time of such approval, “covered employees”
under Section 162(m) of the Code or (C) any other executive officer. 

  
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 v. Delegation of Authority for the Day-to-Day Administration of the
Plan. Except to the extent prohibited by Applicable Law, the Administrator may delegate to one or more individuals the day-to-day administration of the Plan and any of the functions assigned to it in this Plan. Such delegation may be
revoked at any time. 
 vi. Nasdaq. The Plan will be administered in a manner that complies with any applicable Nasdaq
or stock exchange listing requirements. 
 (b) Powers of the Administrator. Subject to the provisions of the
Plan and, in the case of a Committee or delegates acting as the Administrator, subject to the specific duties delegated to such Committee or delegates, the Administrator shall have the authority, in its discretion: 

i. to select the Employees, Consultants and Directors of the Company or its Affiliates to whom Awards are to be granted
hereunder; 
 ii. to determine the number of shares of Common Stock or amount of cash to be covered by each Award
granted hereunder; 
 iii. to determine the type of Award to be granted to the selected Employees, Consultants and
Directors; 
 iii. to approve forms of Award Agreements for use under the Plan; 

iv. to determine the terms and conditions, not inconsistent with the terms of the Plan, of any Award granted hereunder.
Such terms and conditions include, but are not limited to, the exercise and/or purchase price (if applicable), the time or times when an Award may be exercised (which may or may not be based on performance criteria), the vesting schedule, any
vesting and/or exercisability acceleration or waiver of forfeiture restrictions, the acceptable forms of consideration, the term, and any restriction or limitation regarding any Award or the Shares relating thereto, based in each case on such
factors as the Administrator, in its sole discretion, shall determine and may be established at the time an Award is granted or thereafter; 

v. to correct administrative errors; 

vi. to construe and interpret the terms of the Plan (including sub-plans and Plan addenda) and Awards granted pursuant to
the Plan; 
 vii. to adopt rules and procedures relating to the operation and administration of the Plan to accommodate
the specific requirements of local laws and procedures. Without limiting the generality of the foregoing, the Administrator is specifically authorized (A) to adopt the rules and procedures regarding the conversion of local currency, withholding
procedures and handling of stock certificates which vary with local requirements and (B) to adopt sub-plans and Plan addenda as the Administrator deems desirable, to accommodate foreign laws, regulations and practice; 

  
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 viii. to prescribe, amend and rescind rules and regulations relating to the
Plan, including rules and regulations relating to sub-plans and Plan addenda; 
 ix. to modify or amend each Award,
including, but not limited to, the acceleration of vesting and/or exercisability, provided, however, that any such amendment is subject to Section 14 of the Plan and except as set forth in that Section, may not impair any outstanding Award
unless agreed to in writing by the Participant; 
 x. to allow Participants to satisfy withholding tax amounts by
electing to have the Company withhold from the Shares to be issued upon exercise of an Option or vesting of a Stock Award that number of Shares having a Fair Market Value equal to the amount required to be withheld. The Fair Market Value of the
Shares to be withheld shall be determined in such manner and on such date that the Administrator shall determine or, in the absence of provision otherwise, on the date that the amount of tax to be withheld is to be determined. All elections by a
Participant to have Shares withheld for this purpose shall be made in such form and under such conditions as the Administrator may provide; 

xi. to authorize conversion or substitution under the Plan of any or all stock options, stock appreciation rights or other
stock awards held by service providers of an entity acquired by the Company (the “Conversion Awards”). Any conversion or substitution shall be effective as of the close of the merger, acquisition or other transaction. The Conversion
Awards may be Nonstatutory Stock Options or Incentive Stock Options, as determined by the Administrator, with respect to options granted by the acquired entity; provided, however, that with respect to the conversion of stock appreciation rights in
the acquired entity, the Conversion Awards shall be Nonstatutory Stock Options. Unless otherwise determined by the Administrator at the time of conversion or substitution, all Conversion Awards shall have the same terms and conditions as Awards
generally granted by the Company under the Plan; 
 xii. to authorize any person to execute on behalf of the Company any
instrument required to effect the grant of an Award previously granted by the Administrator; 
 xiii. to impose such
restrictions, conditions or limitations as it determines appropriate as to the timing and manner of any resales by a Participant or other subsequent transfers by the Participant of any Shares issued as a result of or under an Award, including
without limitation, (A) restrictions under an insider trading policy or under any other Company policy relating to Company stock and stock ownership and (B) restrictions as to the use of a specified brokerage firm for such resales or other
transfers; 

  
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 xiv. to provide, either at the time an Award is granted or by subsequent
action, that an Award shall contain as a term thereof, a right, either in tandem with the other rights under the Award or as an alternative thereto, of the Participant to receive, without payment to the Company, a number of Shares, cash or a
combination thereof, the amount of which is determined by reference to the value of the Award; 
 xv. subject to
Section 14(b) below, to initiate an Option Exchange Program, including to reduce the exercise price of any Option or Stock Appreciation Right to the then current Fair Market Value if the Fair Market Value of the Common Stock covered by such
Award shall have declined since the date the Award was granted; and 
 xvi. to make all other determinations deemed
necessary or advisable for administering the Plan and any Award granted hereunder. 
 (c) Effect of
Administrator’s Decision. All decisions, determinations and interpretations by the Administrator regarding the Plan, any rules and regulations under the Plan and the terms and conditions of any Award granted hereunder, shall be final
and binding on all Participants and on all other persons. The Administrator shall consider such factors as it deems relevant, in its sole and absolute discretion, to making such decisions, determinations and interpretations including, without
limitation, the recommendations or advice of any officer or other employee of the Company and such attorneys, consultants and accountants as it may select. 

5. Eligibility.  

Awards may be granted to Employees, Consultants and Directors of the Company or any of its Affiliates; provided that Incentive Stock Options
may be granted only to Employees of the Company or of a Subsidiary of the Company. 
 6. Term of Plan.  

The Plan shall become effective upon its adoption by the Board (the “Effective Date”). It shall continue in effect for a term
of ten (10) years from the later of the Effective Date or the date any amendment to add shares to the Plan is approved by stockholders of the Company, unless terminated earlier under Section 14 of the Plan. 

  
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 7. Term of Award.  

The term of each Award shall be determined by the Administrator and stated in the Award Agreement. In the case of an Option, the term shall be
ten (10) years from the Grant Date or such shorter term as may be provided in the Award Agreement; provided that an Incentive Stock Option granted to an Employee who on the Grant Date owns stock representing more than ten percent (10%) of
the voting power of all classes of stock of the Company or any Subsidiary shall have a term of no more than five (5) years from the Grant Date; and provided further that the term may be ten and one-half (10
 1⁄2) years (or a shorter period) in the case of Options granted to Employees in certain jurisdictions outside the United States as determined by the
Administrator. 
 8. Options.  

The Administrator may grant an Option or provide for the grant of an Option, either from time to time in the discretion of the Administrator or
automatically upon the occurrence of specified events, including, without limitation, the achievement of performance goals, the satisfaction of an event or condition within the control of the Awardee or within the control of others. 

(a) Option Agreement. Each Option Agreement shall contain provisions regarding (i) the number of Shares
that may be issued upon exercise of the Option, (ii) the type of Option, (iii) the exercise price of the Shares and the means of payment for the Shares, (iv) the term of the Option, (v) such terms and conditions on the vesting
and/or exercisability of an Option as may be determined from time to time by the Administrator, (vi) restrictions on the transfer of the Option or the Shares issued upon exercise of the Option and forfeiture provisions on either and
(vii) such further terms and conditions, in each case not inconsistent with this Plan as may be determined from time to time by the Administrator. 

(b) Exercise Price. The per share exercise price for the Shares to be issued pursuant to exercise of an Option
shall be determined by the Administrator, subject to the following: 
 i. In the case of an Incentive Stock Option, the
per Share exercise price shall be no less than one hundred percent (100%) of the Fair Market Value per Share on the Grant Date; provided however, that in the case of an Incentive Stock Option granted to an Employee who on the Grant Date owns
stock representing more than ten percent (10%) of the voting power of all classes of stock of the Company or any Subsidiary, the per Share exercise price shall be no less than one hundred ten percent (110%) of the Fair Market Value per
Share on the Grant Date. 
 ii. In the case of a Nonstatutory Stock Option, the per Share exercise price shall be no
less than one hundred percent (100%) of the Fair Market Value per Share on the Grant Date. 
 iii. Notwithstanding
the foregoing, at the Administrator’s discretion, Conversion Awards may be granted in substitution and/or conversion of options of an acquired entity, with a per Share exercise price of less than 100% of the Fair Market Value per Share on the
date of such substitution and/or conversion. 

  
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 (c) Vesting Period and Exercise Dates. Options granted under
this Plan shall vest and/or be exercisable at such time and in such installments during the period prior to the expiration of the Option’s term as determined by the Administrator. The Administrator shall have the right to make the timing of the
ability to exercise any Option granted under this Plan subject to continued employment, the passage of time and/or such performance requirements as deemed appropriate by the Administrator. At any time after the grant of an Option, the Administrator
may reduce or eliminate any restrictions surrounding any Participant’s right to exercise all or part of the Option. 

(d) Form of Consideration. The Administrator shall determine the acceptable form of consideration for
exercising an Option, including the method of payment, either through the terms of the Option Agreement or at the time of exercise of an Option. Acceptable forms of consideration may include: 

i. cash; 

ii. check or wire transfer (denominated in U.S. Dollars); 

iii. subject to the Company’s discretion to refuse for any reason and at any time to accept such consideration and
subject to any conditions or limitations established by the Administrator, other Shares held by the Participant which have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which said Option
shall be exercised; 
 iv. consideration received by the Company under a broker-assisted sale and remittance program
acceptable to the Administrator; 
 v. so long as the Company’s Common Stock is listed on Nasdaq or a national
stock exchange, cashless “net exercise” arrangement pursuant to which the Company will reduce the number of Shares issued upon exercise by the largest whole number of Shares having an aggregate Fair Market Value that does not exceed the
aggregate exercise price; provided that the Company shall accept a cash or other payment from the Participant to the extent of any remaining balance of the exercise price not satisfied by such reduction in the number of whole Shares to be issued;
and also provided that Shares will no longer be outstanding under an Option and will not be exercisable thereafter to the extent that (A) Shares are withheld to pay the exercise price pursuant to a “net exercise,” and (B) the
remaining number of whole Shares are delivered to the Participant as a result of such exercise; 
 vi. such other
consideration and method of payment for the issuance of Shares to the extent permitted by Applicable Laws; or 

vii. any combination of the foregoing methods of payment. 

  
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 (e) Effect of Termination of Continuous Service on Options. 

i. Generally. Unless otherwise provided for by the Administrator, upon an Awardee’s Termination of Continuous
Service other than as a result of circumstances described in Sections 8(e)(ii) and (iii) below, all outstanding Options granted to such Awardee that were vested and exercisable as of the date of the Awardee’s Termination of Continuous
Service may be exercised by the Awardee for three (3) months following Awardee’s Termination of Continuous Service. If the Participant does not exercise such options within the time specified, the Option (to the extent not exercised) shall
automatically terminate. 
 ii. Disability of Awardee. Unless otherwise provided for by the Administrator, upon
an Awardee’s Termination of Continuous Service as a result of the Awardee’s disability, including Total and Permanent Disability, all outstanding Options granted to such Awardee that were vested and exercisable as of the date of the
Awardee’s Termination of Continuous Service may be exercised by the Awardee until the earlier of (A) twelve (12) months following Awardee’s Termination of Continuous Service as a result of Awardee’s disability, including
Total and Permanent Disability or (B) the expiration of the term of such Option. If the Participant does not exercise such Option within the time specified, the Option (to the extent not exercised) shall automatically terminate. 

iii. Death of Awardee. Unless otherwise provided for by the Administrator, upon an Awardee’s Termination of
Continuous Service as a result of the Awardee’s death, all outstanding Options granted to such Awardee that were vested and exercisable as of the date of the Awardee’s death may be exercised until the earlier of (A) twelve
(12) months following the Awardee’s death or (B) the expiration of the term of such Option. If an Option is held by the Awardee when he or she dies, such Option may be exercised, to the extent the Option is vested and exercisable, by
the beneficiary designated by the Awardee (as provided in Section 15 of the Plan), the executor or administrator of the Awardee’s estate or, if none, by the person(s) entitled to exercise the Option under the Awardee’s will or the
laws of descent or distribution; provided that the Company need not accept exercise of an Option by such beneficiary, executor or administrator unless the Company has satisfactory evidence of such person’s authority to act as such. If the
Option is not so exercised within the time specified, such Option (to the extent not exercised) shall automatically terminate. The Awardee’s service shall be deemed to have terminated on account of death if the Awardee dies within three
(3) months (or such longer period as determined by the Administrator, in its discretion) after the Awardee’s Termination of Continuous Service. 

iv. Termination for Cause. The Administrator has the authority to cause all outstanding Awards held by an Awardee
to terminate immediately in their entirety upon first notification to the Awardee of the Awardee’s Termination of Continuous Service for Cause. If an Awardee’s employment or consulting relationship with the Company is suspended pending an
investigation of whether the Awardee shall be terminated for Cause, the Administrator has the authority to cause all the Awardee’s rights under all outstanding Awards to be suspended during the investigation period in which event the Awardee
shall have no right to exercise any outstanding Awards. 

  
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 v. Other Terminations of Continuous Service. The Administrator may
provide in the applicable Option Agreement for different treatment of Options upon Termination of Continuous Service of the Awardee than that specified above. 

vi. Extension of Exercise Period. The Administrator shall have full power and authority to extend the period of
time for which an Option is to remain exercisable following an Awardee’s Termination of Continuous Service from the periods set forth in Sections 8(e)(i),(ii) and (iii) above or in the Option Agreement to such greater time as the Board
shall deem appropriate, provided that in no event shall such Option be exercisable later than the date of expiration of the term of such Option as set forth in the Option Agreement. 

vii. Extension if Exercise Prevented by Law. Notwithstanding the foregoing, other than a Termination of Continuous
Service for Cause, if a sale within the applicable time periods set forth in Section 8(e) above or in the Option Agreement is prevented by Section 17 below, the Option shall remain exercisable until thirty (30) days after the date the
Awardee is notified by the Company that the Option is exercisable, but in any event no later than the Option expiration date. 

viii. Extension if Subject to Section 16(b). Notwithstanding the foregoing, other than a Termination of
Continuous Status for Cause, if a sale within the applicable time periods set forth in Section 8(e) above or in the Option Agreement would subject the Awardee to a suit under Section 16(b) of the Exchange Act, the Option shall remain
exercisable until the earliest to occur of (i) the tenth (10th) day following the date on which a sale of shares by the Awardee would no longer be subject to suit, (ii) the one
hundred ninetieth (190th) day after Awardee’s Termination of Continuous Service, or (iii) the Option expiration date. 

(f) Leave of Absence. The Administrator shall have the discretion to determine whether and to what extent the
vesting of Options shall be tolled during any unpaid leave of absence; provided, however, that in the absence of such determination, vesting of Options shall be tolled during any leave that is not a leave required to be provided to the Awardee under
Applicable Law. In the event of military leave, vesting shall toll during any unpaid portion of such leave, provided that, upon an Awardee’s returning from military leave (under conditions that would entitle him or her to protection upon such
return under the Uniform Services Employment and Reemployment Rights Act), he or she shall be given vesting credit with respect to Options to the same extent as would have applied had the Awardee continued to provide services to the Company
throughout the leave on the same terms as he or she was providing services immediately prior to such leave. 

  
 13 








 9. Incentive Stock Option Limitations/Terms.  

(a) Eligibility. Only employees (as determined in accordance with Section 3401(c) of the Code and the
regulations promulgated thereunder) of the Company or any of its Subsidiaries may be granted Incentive Stock Options. 

(b) $100,000 Limitation. Notwithstanding the designation “Incentive Stock Option” in an Option
Agreement, if and to the extent that the aggregate Fair Market Value of the Shares with respect to which Incentive Stock Options are exercisable for the first time by the Awardee during any calendar year (under all plans of the Company and any of
its Subsidiaries) exceeds U.S. $100,000, such Options shall be treated as Nonstatutory Stock Options. For purposes of this Section 9(b), Incentive Stock Options shall be taken into account in the order in which they were granted. The Fair
Market Value of the Shares shall be determined as of the Grant Date. 
 (c) Transferability. An Incentive
Stock Option may not be sold, pledged, assigned, hypothecated, transferred or disposed of in any manner by the Awardee otherwise than by will or the laws of descent and distribution, and, during the lifetime of such Awardee, may only be exercised by
the Awardee. If the terms of an Incentive Stock Option are amended to permit transferability, the Option will be treated for tax purposes as a Nonstatutory Stock Option. The designation of a beneficiary by an Awardee will not constitute a transfer.

 (d) Exercise Price. The per Share exercise price of an Incentive Stock Option shall be determined by the
Administrator in accordance with Section 8(b)(i) of the Plan. 
 (e) Other Terms. Option
Agreements evidencing Incentive Stock Options shall contain such other terms and conditions as may be necessary to qualify, to the extent determined desirable by the Administrator, with the applicable provisions of Section 422 of the Code. 

10. Exercise of Option.  

(a) Procedure for Exercise. 

i. Any Option granted hereunder shall be exercisable according to the terms of the Plan and at such times and under such
conditions as determined by the Administrator and set forth in the respective Option Agreement. 
 ii. An Option shall
be deemed exercised when the Company receives (A) written or electronic notice of exercise (in accordance with the Option Agreement) from the person entitled to exercise the Option; (B) full payment for the Shares with respect to which the
related Option is exercised; and (C) payment of all applicable withholding taxes. 
 iii. An Option may not be
exercised for a fraction of a Share. 

  
 14 








 (b) Rights as a Stockholder. The Company shall issue (or cause to be
issued) such Shares as administratively practicable after the Option is exercised. Shares issued upon exercise of an Option shall be issued in the name of the Participant or, if requested by the Participant, in the name of the Participant and his or
her spouse. Unless provided otherwise by the Administrator or pursuant to this Plan, until the Shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to
vote or receive dividends or any other rights as a stockholder shall exist with respect to the Shares subject to an Option, notwithstanding the exercise of the Option. 

11. Stock Awards.  

(a) Stock Award Agreement. Each Stock Award Agreement shall contain provisions regarding (i) the number
of Shares subject to such Stock Award or a formula for determining such number, (ii) the purchase price of the Shares, if any, and the means of payment for the Shares, (iii) the performance criteria (including Qualifying Performance
Criteria), if any, and level of achievement versus these criteria that shall determine the number of Shares granted, issued, retainable and/or vested, (iv) such terms and conditions on the grant, issuance, vesting, settlement and/or forfeiture
of the Shares as may be determined from time to time by the Administrator, (v) restrictions on the transferability of the Stock Award and (vi) such further terms and conditions in each case not inconsistent with this Plan as may be
determined from time to time by the Administrator. 
 (b) Restrictions and Performance Criteria. The grant,
issuance, retention, vesting and/or settlement of each Stock Award or the Shares subject thereto may be subject to such performance criteria (including Qualifying Performance Criteria) and level of achievement versus these criteria as the
Administrator shall determine, which criteria may be based on financial performance, personal performance evaluations and/or completion of service by the Awardee. Unless otherwise permitted in compliance with the requirements of Code
Section 162(m) with respect to an Award intended to comply as “performance-based compensation” thereunder, the Committee shall establish the Qualifying Performance Criteria applicable to, and the formula for calculating the amount
payable under, the Award no later than the earlier of (a) the date ninety (90) days after the commencement of the applicable performance period, or (b) the date on which twenty-five (25%) of the performance period has elapsed,
and in any event at a time when the achievement of the applicable Qualifying Performance Criteria remains substantially uncertain. 

(c) Forfeiture. Unless otherwise provided for by the Administrator, upon the Awardee’s Termination of
Continuous Service, the Stock Award and the Shares subject thereto shall be forfeited, provided that to the extent that the Participant purchased or earned any Shares, the Company shall have a right to repurchase the unvested Shares at such price
and on such terms and conditions as the Administrator determines. 
 (d) Rights as a Stockholder. Unless
otherwise provided by the Administrator in the Award Agreement, the Participant shall have the rights equivalent to those of a stockholder and shall be a stockholder only after Shares are issued (as evidenced by the appropriate entry on the books of
the Company or of a duly authorized transfer agent of the Company) to the Participant. Unless otherwise provided by the Administrator, a Participant holding Stock Units shall not be entitled to receive dividend payments or any credit therefore as if
he or she was an actual stockholder. 

  
 15 








 (e) Stock Appreciation Rights.  

i. General. Stock Appreciation Rights may be granted either alone, in addition to, or in tandem with other Awards
granted under the Plan. The Board may grant Stock Appreciation Rights to eligible Participants subject to terms and conditions not inconsistent with this Plan and determined by the Board. The specific terms and conditions applicable to the
Participant shall be provided for in the Stock Award Agreement. Stock Appreciation Rights shall be exercisable, in whole or in part, at such times as the Board shall specify in the Stock Award Agreement. 

ii. Exercise of Stock Appreciation Right. Upon the exercise of a Stock Appreciation Right, in whole or in part, the
Participant shall be entitled to a payment in an amount equal to the excess of the Fair Market Value on the date of exercise of a fixed number of Shares covered by the exercised portion of the Stock Appreciation Right, over the Fair Market Value on
the Grant Date of the Shares covered by the exercised portion of the Stock Appreciation Right (or such other amount calculated with respect to Shares subject to the Award as the Board may determine). The amount due to the Participant upon the
exercise of a Stock Appreciation Right shall be paid in such form of consideration as determined by the Board and may be in cash, Shares or a combination thereof, over the period or periods specified in the Stock Award Agreement. A Stock Award
Agreement may place limits on the amount that may be paid over any specified period or periods upon the exercise of a Stock Appreciation Right, on an aggregate basis or as to any Participant. A Stock Appreciation Right shall be considered exercised
when the Company receives written notice of exercise in accordance with the terms of the Stock Award Agreement from the person entitled to exercise the Stock Appreciation Right. 

iii. Nonassignability of Stock Appreciation Rights. Except as determined by the Administrator, no Stock Appreciation
Right shall be assignable or otherwise transferable by the Participant except by will or by the laws of descent and distribution. 
 12.
Other Provisions Applicable to Awards.  
 (a) Non-Transferability of Awards. Unless
determined otherwise by the Administrator, an Award may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by beneficiary designation, will or by the laws of descent or distribution. Subject to
Section 9(c), the Administrator may in its discretion make an Award transferable to an Awardee’s family member or any other person or entity as it deems appropriate. If the Administrator makes an Award transferable, either at the time of
grant or thereafter, such Award shall contain such additional terms and conditions as the Administrator deems appropriate, and any transferee shall be deemed to be bound by such terms upon acceptance of such transfer. 

  
 16 








 (b) Qualifying Performance Criteria. For purposes of this Plan,
the term “Qualifying Performance Criteria” shall mean any one or more of the following performance criteria, either individually, alternatively or in any combination, applied to either the Company as a whole or to a business unit,
Affiliate or business segment, either individually, alternatively or in any combination, and measured either annually or cumulatively over a period of years, on an absolute basis or relative to a pre-established target, to previous years’
results or to a designated comparison group, in each case as specified by the Administrator in the Award: (i) cash flow; (ii) earnings (including gross margin, earnings before interest and taxes, earnings before taxes, and net earnings);
(iii) earnings per share; (iv) growth in earnings or earnings per share; (v) stock price; (vi) return on equity or average stockholders’ equity; (vii) total stockholder return; (viii) return on capital;
(ix) return on assets or net assets; (x) return on investment; (xi) revenue; (xii) income or net income; (xiii) operating income or net operating income, in aggregate or per share; (xiv) operating profit or net
operating profit; (xv) operating margin; (xvi) return on operating revenue; (xvii) market share; (xviii) growth in stockholder value relative to the moving average of a peer group index; (xix) strategic plan development and
implementation (including individual performance objectives that relate to achievement of the Company’s or any business unit’s strategic plan); (xx) improvement in workforce diversity; (xxi) growth of revenue, operating income or
net income; and (xxii) any other similar criteria. The Committee may appropriately adjust any evaluation of performance under a Qualifying Performance Criteria to exclude any of the following events that occurs during a performance period:
(A) asset write-downs; (B) litigation or claim judgments or settlements; (C) the effect of changes in tax law, accounting principles or other such laws or provisions affecting reported results; (D) accruals for reorganization and
restructuring programs; and (E) any gains or losses classified as extraordinary or as discontinued operations in the Company’s financial statements. 

(c) Certification. Prior to the payment of any compensation under an Award intended to qualify as
“performance-based compensation” under Section 162(m) of the Code, the Committee shall certify the extent to which any Qualifying Performance Criteria and any other material terms under such Award have been satisfied (other than in
cases where such relate solely to the increase in the value of the Common Stock). 
 (d) Discretionary Adjustments
Pursuant to Section 162(m). Notwithstanding satisfaction of any completion of any Qualifying Performance Criteria, to the extent specified at the time of grant of an Award to “covered employees” within the meaning of
Section 162(m) of the Code, the number of Shares, Options or other benefits granted, issued, retainable and/or vested under an Award on account of satisfaction of such Qualifying Performance Criteria may be reduced by the Committee on the basis
of such further considerations as the Committee in its sole discretion shall determine. 
 (e) Compliance with
Section 409A. Notwithstanding anything to the contrary contained herein, to the extent that the Administrator determines that any Award granted under the Plan is subject to Code Section 409A and unless otherwise specified in the
applicable Award Agreement, the Award Agreement evidencing such Award shall incorporate the terms and conditions necessary for such Award to avoid the consequences 

  
 17 








 
described in Code Section 409A(a)(1), and to the maximum extent permitted under Applicable Law (and unless otherwise stated in the applicable Award Agreement), the Plan and the Award
Agreements shall be interpreted in a manner that results in their conforming to the requirements of Code Section 409A(a)(2), (3) and (4) and any Department of Treasury or Internal Revenue Service regulations or other interpretive
guidance issued under Section 409A (whenever issued, the “Guidance”). Notwithstanding anything to the contrary in this Plan (and unless the Award Agreement provides otherwise, with specific reference to this sentence), if the
Shares are publicly traded, to the extent that a Participant holding an Award that constitutes “deferred compensation” under Section 409A and the Guidance is a “specified employee” (also as defined thereunder), no
distribution or payment of any amount shall be made before a date that is six (6) months following the date of such Participant’s “separation from service” (as defined in Section 409A and the Guidance) or, if earlier, the
date of the Participant’s death. 
 (f) Deferral of Award Benefits. The Administrator may in its discretion
and upon such terms and conditions as it determines appropriate permit one or more Participants whom it selects to (a) defer compensation payable pursuant to the terms of an Award, or (b) defer compensation arising outside the terms of
this Plan pursuant to a program that provides for deferred payment in satisfaction of such other compensation amounts through the issuance of one or more Awards. Any such deferral arrangement shall be evidenced by an Award Agreement in such form as
the Administrator shall from time to time establish, and no such deferral arrangement shall be a valid and binding obligation unless evidenced by a fully executed Award Agreement, the form of which the Administrator has approved, including through
the Administrator’s establishing a written program (the “Program”) under this Plan to govern the form of Award Agreements participating in such Program. Any such Award Agreement or Program shall specify the treatment of
dividends or dividend equivalent rights (if any) that apply to Awards governed thereby, and shall further provide that any elections governing payment of amounts pursuant to such Program shall be in writing, shall be delivered to the Company or its
agent in a form and manner that complies with Code Section 409A and the Guidance, and shall specify the amount to be distributed in settlement of the deferral arrangement, as well as the time and form of such distribution in a manner that
complies with Code Section 409A and the Guidance. 
 13. Adjustments upon Changes in Capitalization, Dissolution, Merger or Asset
Sale.  
 (a) Changes in Capitalization. Subject to any required action by the stockholders
of the Company, (i) the number of Shares covered by each outstanding Award, (ii) the exercise or purchase (including repurchase) price per Share subject to each outstanding Award and (iii) each of the Share limitations set forth in
Section 3 of the Plan, shall be proportionately adjusted for any increase or decrease in the number of issued Shares resulting from a stock split, reverse stock split, stock dividend, spin-off, combination or reclassification of the Common
Stock, payment of a dividend or distribution in a form other than stock (excepting normal cash dividends) that has a material effect on the Fair Market Value of the Shares or any other similar increase or decrease in the number of


  
 18 








 
issued shares of Common Stock effected without receipt of consideration by the Company; provided, however, that conversion of any convertible securities of the Company shall not be deemed to have
been “effected without receipt of consideration.” Such adjustment shall be made by the Administrator, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the
Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to an Award.

 (b) Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of the Company,
the Administrator shall notify each Participant as soon as practicable prior to the effective date of such proposed transaction. To the extent an Award has not been previously exercised or the Shares subject thereto issued to the Awardee and unless
otherwise determined by the Administrator, an Award will terminate immediately prior to the consummation of such proposed transaction. 

(c) Change in Control. In the event there is a Change in Control of the Company, as determined by the Board or
a Committee, the Board or Committee may, in its discretion, (i) provide for the assumption or substitution of, or adjustment (including to the number and type of Shares and exercise or purchase price applicable) to, each outstanding Award;
(ii) accelerate the vesting of Options and terminate any restrictions on Stock Awards and/or (iii) provide for termination of Awards as a result of the Change in Control on such terms and conditions as it deems appropriate, including
providing for the cancellation of Awards for a cash or other payment to the Participant. 
 For purposes of this
Section 13(c), an Award shall be considered assumed, without limitation, if, at the time of issuance of the stock or other consideration upon a Change in Control, as the case may be, each holder of an Award would be entitled to receive upon
exercise of the Award the same number and kind of shares of stock or the same amount of property, cash or securities as such holder would have been entitled to receive upon the occurrence of the transaction if the holder had been, immediately prior
to such transaction, the holder of the number of Shares covered by the Award at such time (after giving effect to any adjustments in the number of Shares covered by the Award as provided for in Section 13(a)); provided that if such
consideration received in the transaction is not solely common stock of the successor corporation, the Administrator may, with the consent of the successor corporation, provide for the consideration to be received upon exercise of the Award to be
solely common stock of the successor corporation equal to the Fair Market Value of the per Share consideration received by holders of Common Stock in the transaction. 

14. Amendment and Termination of the Plan.  

(a) Amendment and Termination. The Administrator may amend, alter or discontinue the Plan or any Award
Agreement, but any such amendment shall be subject to approval of the stockholders of the Company in the manner and to the extent required by Applicable Law. To the extent required to comply with Section 162(m), the Company shall seek
re-approval of the Plan from time to time by the stockholders. In addition, without limiting the foregoing, unless approved by the stockholders of the Company, no such amendment shall be made that would: 

  
 19 








 i. materially increase the maximum number of Shares for which Awards may be
granted under the Plan, other than an increase pursuant to Section 13 of the Plan; or 
 ii. change the class of
persons eligible to receive Awards under the Plan. 
 (b) Effect of Amendment or Termination. No amendment,
suspension or termination of the Plan shall impair the rights of any Award, unless mutually agreed otherwise between the Participant and the Administrator, which agreement must be in writing and signed by the Participant and the Company; provided
further that the Administrator may amend an outstanding Award in order to conform it to the Administrator’s intent (in its sole discretion) that such Award not be subject to Code Section 409A(a)(1)(B). Termination of the Plan shall not
affect the Administrator’s ability to exercise the powers granted to it hereunder with respect to Awards granted under the Plan prior to the date of such termination. 

(c) Effect of the Plan on Other Arrangements. Neither the adoption of the Plan by the Board or a Committee nor
the submission of the Plan to the stockholders of the Company for approval shall be construed as creating any limitations on the power of the Board or any Committee to adopt such other incentive arrangements as it or they may deem desirable,
including without limitation, the granting of restricted stock or stock options otherwise than under the Plan, and such arrangements may be either generally applicable or applicable only in specific cases. The value of Awards granted pursuant to the
Plan will not be included as compensation, earnings, salaries or other similar terms used when calculating an Awardee’s benefits under any employee benefit plan sponsored by the Company or any Subsidiary except as such plan otherwise expressly
provides. 
 15. Designation of Beneficiary.  

(a) An Awardee may file a written designation of a beneficiary who is to receive the Awardee’s rights pursuant
to Awardee’s Award or the Awardee may include his or her Awards in an omnibus beneficiary designation for all benefits under the Plan. To the extent that Awardee has completed a designation of beneficiary while employed with the Company, such
beneficiary designation shall remain in effect with respect to any Award hereunder until changed by the Awardee to the extent enforceable under Applicable Law. 

(b) Such designation of beneficiary may be changed by the Awardee at any time by written notice. In the event of the death
of an Awardee and in the absence of a beneficiary validly designated under the Plan who is living at the time of such Awardee’s death, the Company shall allow the executor or administrator of the estate of the Awardee to exercise the Award, or
if no such executor or administrator has been appointed (to the knowledge of the Company), the Company, in its discretion, may allow the spouse or one or more dependents or relatives of the Awardee to exercise the Award to the extent permissible
under Applicable Law or if no spouse, dependent or relative is known to the Company, then to such other person as the Company may designate. 

  
 20 








 16. No Right to Awards or to Employment.  

No person shall have any claim or right to be granted an Award and the grant of any Award shall not be construed as giving an Awardee the right
to continue in the employ of the Company or its Affiliates. Further, the Company and its Affiliates expressly reserve the right, at any time, to dismiss any Employee, Consultant or Awardee at any time without liability or any claim under the Plan,
except as provided herein or in any Award Agreement entered into hereunder. 
 17. Legal Compliance.  

Shares shall not be issued pursuant to the exercise of an Option or Stock Award unless the exercise of such Option or Stock Award and the
issuance and delivery of such Shares shall comply with Applicable Laws and shall be further subject to the approval of counsel for the Company with respect to such compliance. 

18. Reservation of Shares.  

The Company, during the term of this Plan, will at all times reserve and keep available such number of Shares as shall be sufficient to satisfy
the requirements of the Plan. 
 19. Notice.  

Any written notice to the Company required by any provisions of this Plan shall be addressed to the Secretary of the Company and shall be
effective when received. 
 20. Governing Law; Interpretation of Plan and Awards.  

(a) This Plan and all determinations made and actions taken pursuant hereto shall be governed by the substantive laws, but
not the choice of law rules, of the state of Delaware. 
 (b) In the event that any provision of the Plan or any Award
granted under the Plan is declared to be illegal, invalid or otherwise unenforceable by a court of competent jurisdiction, such provision shall be reformed, if possible, to the extent necessary to render it legal, valid and enforceable, or otherwise
deleted, and the remainder of the terms of the Plan and/or Award shall not be affected except to the extent necessary to reform or delete such illegal, invalid or unenforceable provision. 

(c) The headings preceding the text of the sections hereof are inserted solely for convenience of reference, and shall not
constitute a part of the Plan, nor shall they affect its meaning, construction or effect. 
 (d) The terms of the Plan
and any Award shall inure to the benefit of and be binding upon the parties hereto and their respective permitted heirs, beneficiaries, successors and assigns. 

(e) All questions arising under the Plan or under any Award shall be decided by the Administrator in its total and
absolute discretion. In the event the Participant believes that a decision by the Administrator with respect to such person was arbitrary or capricious, 

  
 21 








 
the Participant may request arbitration with respect to such decision. The review by the arbitrator shall be limited to determining whether the Administrator’s decision was arbitrary or
capricious. This arbitration shall be the sole and exclusive review permitted of the Administrator’s decision, and the Awardee shall as a condition to the receipt of an Award be deemed to explicitly waive any right to judicial review. 

(f) Notice of demand for arbitration shall be made in writing to the Administrator within thirty (30) days after the
applicable decision by the Administrator. The arbitrator shall be selected from amongst those members of the Board who are neither Administrators nor Employees. If there are no such members of the Board, the arbitrator shall be selected by the
Board. The arbitrator shall be an individual who is an attorney licensed to practice law in the State of Washington. Such arbitrator shall be neutral within the meaning of the Commercial Rules of Dispute Resolution of the American Arbitration
Association; provided, however, that the arbitration shall not be administered by the American Arbitration Association. Any challenge to the neutrality of the arbitrator shall be resolved by the arbitrator whose decision shall be final and
conclusive. The arbitration shall be administered and conducted by the arbitrator pursuant to the Commercial Rules of Dispute Resolution of the American Arbitration Association. The decision of the arbitrator on the issue(s) presented for
arbitration shall be final and conclusive and may be enforced in any court of competent jurisdiction. 
 21. Limitation on
Liability.  
 The Company and any Affiliate which is in existence or hereafter comes into existence shall not be liable to a
Participant, an Employee, an Awardee or any other persons as to: 
 (a) The Non-Issuance of Shares. The
non-issuance or sale of Shares (including under Section 17 above) as to which the Company has been unable, or the Administrator deems it infeasible, to obtain from any regulatory body having jurisdiction the authority deemed by the
Company’s counsel to be necessary to the lawful issuance and sale of any shares hereunder; and 
 (b) Tax
Consequences. Any tax consequence realized by any Participant, Employee, Awardee or other person due to the receipt, vesting, exercise or settlement of any Option or other Award granted hereunder or due to the transfer of any Shares issued
hereunder. The Participant is responsible for, and by accepting an Award under the Plan agrees to bear, all taxes of any nature that are legally imposed upon the Participant in connection with an Award, and the Company does not assume, and will not
be liable to any party for, any cost or liability arising in connection with such tax liability legally imposed on the Participant. In particular, Awards issued under the Plan may be characterized by the Internal Revenue Service (the
“IRS”) as “deferred compensation” under the Code resulting in additional taxes, including in some cases interest and penalties. In the event the IRS determines that an Award constitutes deferred compensation under the Code
or challenges any good faith characterization made by the Company or any other party of the tax treatment applicable to an Award, the Participant will be responsible for the additional taxes, and interest and penalties, if any, that are determined
to apply if such challenge succeeds, and the Company will not reimburse the Participant for the amount of any additional taxes, penalties or interest that result. 

  
 22 








 (c) Forfeiture. The requirement that Participant forfeit an
Award, or the benefits received or to be received under an Award, pursuant to any Applicable Law. 

22. Indemnification.  

In addition to such other rights of indemnification as they may have as members of the Board or officers or employees of the Company or an
Affiliate, members of the Board and any officers or employees of the Company or an Affiliate to whom authority to act for the Board or the Company is delegated shall be indemnified by the Company against all reasonable expenses, including
attorneys’ fees, actually and necessarily incurred in connection with the defense of any action, suit or proceeding, or in connection with any appeal therein, to which they or any of them may be a party by reason of any action taken or failure
to act under or in connection with the Plan, or any right granted hereunder, and against all amounts paid by them in settlement thereof (provided such settlement is approved by independent legal counsel selected by the Company) or paid by them in
satisfaction of a judgment in any such action, suit or proceeding, except in relation to matters as to which it shall be adjudged in any such action, suit or proceeding that such person is liable for gross negligence, bad faith or intentional
misconduct in duties; provided, however, that within sixty (60) days after the institution of such action, suit or proceeding, such person shall offer to the Company, in writing, the opportunity at its own expense to handle and defend the same.

 23. Unfunded Plan.  

Insofar as it provides for Awards, the Plan shall be unfunded. Although bookkeeping accounts may be established with respect to Awardees who
are granted Stock Awards under this Plan, any such accounts will be used merely as a bookkeeping convenience. The Company shall not be required to segregate any assets which may at any time be represented by Awards, nor shall this Plan be construed
as providing for such segregation, nor shall the Company nor the Administrator be deemed to be a trustee of stock or cash to be awarded under the Plan. Any liability of the Company to any Participant with respect to an Award shall be based solely
upon any contractual obligations which may be created by the Plan; no such obligation of the Company shall be deemed to be secured by any pledge or other encumbrance on any property of the Company. Neither the Company nor the Administrator shall be
required to give any security or bond for the performance of any obligation which may be created by this Plan. 

  
 23 








  
 WIND POWER HOLDINGS, INC. 

2008 EQUITY INCENTIVE PLAN 

AS AMENDED AND RESTATED AS OF AUGUST 13, 2009 

NOTICE OF GRANT OF STOCK OPTION 
 You have
been granted an option to purchase Common Stock of Wind Power Holdings, Inc. (the “Company”), of which Northern Power Systems, Inc. is a subsidiary, as follows: 
  

					
	Board Approval Date:	  	 	  	
			
	Date of Grant:	  	 	  	
			
	Exercise Price per Share:	  	 	  	
			
	Total Number of Shares Granted:	  	 	  	
			
	Total Exercise Price:	  	 	  	
			
	Type of Option:	  	Nonstatutory Stock Option	  	
			
	Expiration Date:	  	 	  	
			
	Vesting Commencement Date:	  	 	  	
		
	Vesting/Exercise Schedule:	  	So long as you are in Continuous Service with the Company, the Shares underlying this Option shall vest and become exercisable in accordance with the following schedule:
		
	Termination Period:	  	This Option may be exercised for three (3) months after termination of Optionee’s Continuous Service except as set forth in the attached Stock Option Agreement or the Wind Power Holdings, Inc. 2008 Equity Incentive
Plan (“the Plan”). Optionee is responsible for keeping track of these exercise periods following termination of his or her service relationship with the Company. The Company will not provide further notice of such periods.
		
	Transferability:	  	This Option, and the Shares acquired upon exercise thereof, may not be transferred except as set forth in the attached Stock Option Agreement.








 By your signature and the signature of the Company’ representative below, you and the
Company agree that this option is granted under and governed by the terms and conditions of the Wind Power Holdings, Inc. 2008 Equity Incentive Plan (“the Plan”) and the Wind Power Holdings Stock Option Agreement, both of which are
attached and made a part of this document. 
 In addition, you agree and acknowledge that your rights to any Shares underlying the Option
will be earned only as you provide services to Northern Power Systems, Inc. (“NPS”), a subsidiary of the Company, over the course of continued employment, that the grant of the Option is not consideration for service you rendered to NPS
prior to your Vesting Commencement Date, and that nothing in the Notice or the attached documents confers upon you any right to continue your employment with the Company for any period of time, nor does it interfere in any way with your right or the
Company’s right to terminate that relationship at any time, for any reason, with or without cause. 
 The per share “Exercise
Price” is intended to be at least equal to the fair market value of the Company’s Common Stock at the date of grant. The Company has attempted in good faith to make the fair market value determination in compliance with applicable tax law
although there can be no certainty that the IRS will agree. If the IRS does not agree and asserts the fair market value at the time of grant is higher than the Exercise Price, the IRS could seek to impose greater taxes on you, including interest and
penalties under Internal Revenue Code Section 409A. While the Company thinks this is an unlikely event, the Company cannot provide absolute assurance and you may want to consult your own tax adviser with any questions. 

 

					
	OPTIONEE	 		  	WIND POWER HOLDINGS, INC.
			
	 	 		  	 
	 Name:
	 		  	

  

  
 2 








 WIND POWER HOLDINGS, INC. 

2008 EQUITY INCENTIVE PLAN 

STOCK OPTION AGREEMENT 

THIS STOCK OPTION AGREEMENT (the “Agreement”) dated on the grant date (“Grant Date”) as stated in the Notice of Stock
Option Grant (“Notice of Grant”) between Wind Power Holdings, Inc., a Delaware corporation (the “Company”), and             (“Optionee”), is entered into as
follows: 
 WITNESSETH: 

WHEREAS, the Company has established the 2008 Equity Incentive Plan (the “Plan”); and 

WHEREAS, the Compensation Committee of the Board of Directors of the Company or its delegates (the “Committee”) has
determined that Optionee shall be granted an option under the Plan as hereinafter set forth; 
 The parties hereby agree that the Company
grants, effective as of the Grant Date as set forth in the Notice of Grant, Optionee a Nonstatutory Stock Option (this “Option”) to purchase the number of Shares, as stated in the Notice of Grant, of its $0.01 par value Common Stock (the
“Shares”), upon the terms and conditions set forth in the Notice of Grant and this Agreement. 
 1. Plan Award. This Option is
granted under and pursuant to the Plan and is subject to each and all of the provisions thereof and herein. 
 2. Exercise Price. The exercise
price applicable to this Option (meaning, the price Optionee must pay in order to purchase any Shares hereunder) shall be the price per Share as stated in the Notice of Grant. 

3. Vesting and Exercise of Option. Subject to Optionee’s not experiencing a Termination of Continuous Service during the stated vesting
period, Optionee shall vest in and earn the right to exercise this Option on the vesting schedule as set forth in the Notice of Grant. 
 4.
Expiration. This Option will expire seven (7) years from the Grant Date, unless sooner terminated or canceled in accordance with the provisions of the Plan. This means that (subject to the continuing service requirement set forth
in Section 3 above and subject to earlier termination upon certain other events as set forth in the Plan) this Option must be exercised, if at all, on or before the expiration date as stated in the Notice of Grant (the “Expiration
Date”). If this Option expires on a stock exchange holiday or weekend day, this Option will expire on the last trading day prior to the holiday or weekend. Optionee shall be solely responsible for exercising this Option, if at
all, prior to its Expiration Date. The Company shall have no obligation to notify Optionee of this Option’s expiration. 

  
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 5. Exercise Mechanics. This Option may be exercised by delivering to the Stock Plan Administrator
at the Company’s head office a written or electronic notice stating the number of Shares as to which the Option is exercised or by any other method the Committee has approved. The notice must be accompanied by the payment of the full Option
exercise price of such Shares. Exercise shall not be deemed to have occurred unless and until Optionee has delivered to the Company (or its authorized representative) an approved notice of exercise, full payment of the exercise price for the Shares
being exercised and payment of any applicable withholding taxes in accordance with Section 8 below. Payment of the Option exercise price may be in (i) cash (including check or wire transfer), (ii) through an approved broker-assisted
sale and remittance program, (iii) with other shares of the Company’s Common Stock held by Optionee which have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which the Option is being
exercised (subject to the Company’s discretion to withhold approval for such payment method at any time), (iv) cashless “net exercise” arrangement pursuant to which the Company will reduce the number of Shares issued upon
exercise by the largest whole number of Shares having an aggregate Fair Market Value that does not exceed the aggregate exercise price; provided that the Company shall accept a cash or other payment from the Optionee to the extent of any remaining
balance of the exercise price not satisfied by such reduction in the number of whole Shares to be issued; or (v) such other consideration and method of payment for the issuance of Shares to the extent permitted by Applicable Laws; or
(vi) a combination of the foregoing methods of payment. 
 6. Termination of Continuous Service. All rights of Optionee in this Option,
to the extent that it has not previously become vested and been exercised, shall terminate upon Optionee’s Termination of Continuous Service except as set forth in this Section 6. The portion of the Option that relates to any Shares that
were unvested and unexercisable as of the date of Optionee’s Termination of Continuous Service shall terminate and expire effective immediately upon such date. With respect to the vested and exercisable portion of the Option, and subject to the
final sentence of this Section 6: 
 (i) In the event of Termination of Continuous Service other than as a result of Optionee’s
death or disability or for Cause, any outstanding Options that were vested and exercisable as of the date of Termination of Continuous Service may be exercised by the Optionee for three (3) months following the Optionee’s Termination of
Continuous Service; 
 (ii) In the event of Termination of Continuous Service as a result of Optionee’s disability (including a Total
and Permanent Disability), Optionee shall have twelve (12) months to exercise the Option as to the Shares subject to the Option that were vested and exercisable as of the date of Termination of Continuous Service; 

  
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 (iii) In the event of Termination of Continuous Service as a result of Optionee’s death,
Optionee’s beneficiary or estate shall have twelve (12) months following the Optionee’s death to exercise the Option as to the Shares subject to the Option that were vested and exercisable as of the date of death; and 

(iv) In the event of Termination of Continuous Service for Cause, all rights of the Optionee in this Option, whether vested or unvested, shall
terminate and expire effective immediately upon the date of Termination of Continuous Service. 
 Notwithstanding the above, in no event may an Option be
exercised, even as to vested and otherwise exercisable Shares, after the Expiration Date set forth in Section 4 above. 
 7. Limitations on
transferability; Repurchase Right After Termination; Right of First Refusal; Lock-up in the event of a public offering. (a) This Option generally is not transferable by Optionee otherwise than by will or the laws of descent and
distribution, and is exercisable only by Optionee during Optionee’s lifetime; provided however that as this Option is a Nonstatutory Stock Option, it may be transferred by instrument to an inter vivos or testamentary trust in which the Option
is to be passed to beneficiaries upon the death of the trustor (settlor) or by gift or pursuant to domestic relations orders to “Immediate Family Members” (as defined below) of the Optionee. “Immediate Family” means any child,
stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law (including adoptive relationships), a trust in which
these persons have more than fifty percent (50%) of the beneficial interest, a foundation in which these persons (or the Optionee) control the management of assets, and any other entity in which these persons (or the Optionee) own more than
fifty percent (50%) of the voting interests. 
 (b) Optionee acknowledges that the Company shall have the right, but not the obligation, during the 90
days after the termination of Optionee’s Continuous Service Status for any reason or after exercise of the Option if the Option is exercised after termination of Optionee’s Continuous Service Status for any reason, to repurchase the shares
acquired upon exercise of the Option. The repurchase price shall be the Fair Market Value per share as of the date of Termination, determined as provided by the Plan. If the Company determines to repurchase shares, the repurchase price shall be paid
in cash. 
 (c) Limitations on ability to resell. Optionee represents that any option exercise would be for investment purposes and not for the purpose of
reselling or transferring stock in the Company prior to the existence of a public market for such stock. Optionee understands that stock acquired upon Option exercise is restricted for purposes of resale under applicable securities laws. Optionee
acknowledges that prior to such time as the Company makes a public offering of its stock, any stock acquired upon exercise of the Option may not be transferred without first providing the Company a right of first refusal, whereby for thirty
(30) days after receipt of written notice, the Company may purchase at the stock acquired upon exercise of the Option, on such terms and at such price as Optionee proposes to transfer such stock. Moreover, Optionee understands that, prior to
making a public offering, the Company could be party to a transaction in which control of the Company could change, in a transaction not requiring the approval of Optionee. 

  
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 (d) Market Standoff Agreement. In connection with any initial public offering of the Company’s securities
and upon request of the Company or the underwriters managing any underwritten offering of the Company’s securities, Optionee agrees not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any
securities of the Company however or whenever acquired (other than any included in the registration) without the prior written consent of the Company or such underwriters, as the case may be, for such period of time (generally not to exceed 180 days
but subject to such extension or extensions as may be required by the underwriters in order to publish research reports while complying with applicable regulations) from the effective date of such registration as may be requested by the Company or
such managing underwriters and to execute an agreement reflecting the foregoing as may be requested by the underwriters at the time of such public offering. 

8. Tax Matters.  
 (i) Optionee is
responsible for, and by accepting this Option agrees to bear, all taxes of any nature, including withholding taxes, interest or penalties arising out of the grant of this Option, the vesting or exercise of this Option or the subsequent sale of the
Shares acquired pursuant to the exercise of this Option, or any violation of Code Section 409A that impacts this Option, that are legally imposed upon Optionee in connection with this Option, and the Company does not assume, and will not be
liable to any party for, any cost or liability arising in connection with such tax liability legally imposed on Optionee. The Company has not provided any tax advice with respect to this Option or the disposition of the Shares. Optionee should
obtain advice from an appropriate independent professional adviser with respect to the taxation implications of any aspect of this Option, including the grant, vesting or exercise of this Option or the subsequent sale of any Shares. 

(ii) In the event that the Company or the Optionee’s employer, including any affiliate or subsidiary qualified to deduct tax at source
(the “Employer”), is required to withhold any amount (including in connection with income tax, employment or payroll taxes, social security contributions or other similar amounts, with such obligation in aggregate referred to herein as the
“Withholding Obligation”) as a result of any event occurring in connection with this Option, the Optionee shall make a cash payment to the Company as necessary to cover all applicable Withholding Obligations at or prior to the time the
event giving rise to the Withholding Obligation occurs; provided that (a) the Company has the right to withhold a portion of the Shares otherwise to be delivered upon exercise of this Option having a Fair Market Value equal to the amount of the
Withholding Obligation in accordance with such rules as the Company may from time to time establish, (b) the Company or the Employer has the right, and the Optionee in accepting this grant explicitly authorizes the Company, to deduct an amount
equal to the Withholding Obligation from the Optionee’s compensation or (c) the Company may establish alternative procedures to ensure satisfaction of all applicable Withholding Obligations arising in connection with this Option. The
Optionee will receive a cash refund for any payment of cash or fraction of a surrendered share not necessary to satisfy the Withholding Obligations. 

  
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 (iii) Optionee acknowledges and agrees that the ultimate liability for any tax-related item
legally due by Optionee is and remains Optionee’s responsibility and that the Company and or the Employer (a) make no representations or undertakings regarding the treatment of any such tax items in connection with any aspect of this
Option, including the grant, vesting or exercise of this Option or the subsequent sale of the Shares acquired upon exercise of this Option; and (b) do not commit to structure the terms or any aspect of this Option to reduce or eliminate the
Optionee’s liability for such tax items. The Company may refuse to honor the exercise of this Option and refuse to deliver the Shares if Optionee fails to comply with Optionee’s obligations in connection with the satisfaction of the
Withholding Obligations. 
 9. Optionee Acknowledgements. By accepting the grant of this Option, Optionee acknowledges and agrees that the
Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time unless otherwise provided in the Plan or this Agreement. Optionee acknowledges that all
decisions with respect to future grants, if any, will be at the sole discretion of the Company. Optionee’s participation in the Plan shall not create a right to further employment with the Company and shall not interfere with the ability of the
Company to terminate Optionee’s employment or service relationship at any time with or without cause and it is expressly agreed and understood that employment or service relationship is terminable at the will of either party, insofar as
permitted by law. Optionee agrees that this Option is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and is outside the scope of Optionee’s service
contract, if any. This Option is not part of normal or expected compensation or salary for any purposes, including, but not limited to calculating any severance, resignation, termination, redundancy, end-of-service payments, overtime, bonuses,
long-service awards, pension or retirement benefits or similar payments insofar as permitted by law. In the event that Optionee is not an employee, or does not have a service relationship with, the Company, this Option grant will not be interpreted
to form an employment or service contract or relationship with the Company, the Employer or any Subsidiary or Affiliate of the Company. Optionee acknowledges that the future value of the underlying Shares is unknown, may increase or decrease in the
future, and cannot be predicted with certainty. In consideration of the grant of this Option, no claim or entitlement to compensation or damages shall arise from termination of this Option or diminution in value of this Option or Shares purchased
through exercise of this Option resulting from Optionee’s Termination of Continuous Service by the Company or the Employer (for any reason whatsoever and whether or not in breach of Applicable Laws). 

10. Data Transfer. Optionee explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of
Optionee’s personal data as described in this document by and among, as applicable, the Employer, and the Company and its Subsidiaries and Affiliates for the exclusive purpose of implementing, 

  
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administering and managing Optionee’s participation in the Plan. Optionee understands that the Company, its Affiliates, its Subsidiaries and the Employer hold certain personal information
about Optionee, including, but not limited to, name, home address and telephone number, date of birth, social security number (or other identification number), salary, nationality, job title, any shares of stock or directorships held in the Company,
details of all options or any other entitlement to shares of stock awarded, canceled, purchased, exercised, vested, unvested or outstanding in Optionee’s favor for the purpose of implementing, managing and administering the Plan
(“Data”). Optionee understands that the Data may be transferred to any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in Optionee’s country or elsewhere
and that the recipient country may have different data privacy laws and protections than Optionee’s country. Optionee may request a list with the names and addresses of any potential recipients of the Data by contacting the Company’s Stock
Plan Administrator. Optionee authorizes the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing Optionee’s participation in the Plan,
including any requisite transfer of such Data, as may be required to a broker or other third party with whom Optionee may elect to deposit any Shares acquired upon the exercise of this Option. Optionee understands that Data will be held only as long
as is necessary to implement, administer and manage participation in the Plan. Optionee may, at any time, view Data, request additional information about the storage and processing of the Data, require any necessary amendments to the Data or refuse
or withdraw the consents herein, in any case without cost, by contacting the Company’s Stock Plan Administrator in writing. Optionee understands that refusing or withdrawing consent may affect Optionee’s ability to participate in the Plan.
For more information on the consequences of refusing to consent or withdrawing consent, Optionee may contact the Company’s Stock Plan Administrator at the Company. 

11. Copies of Plan Materials. Optionee acknowledges that Optionee has received a copy of the Plan (and the Plan prospectus, if required), from
the Company. Optionee acknowledges that copies of the Plan, Plan prospectus, if required, and stockholder information are available upon written or telephonic request to the Company’s Stock Plan Administrator. 

12. Entire Agreement; Plan Controls. The Plan is incorporated herein by reference. The Plan and this Agreement constitute the entire agreement
of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Optionee with respect to the subject matter hereof, and may not be modified adversely to
Optionee’s interest except by means of a writing signed by the Company and Optionee. This Agreement is governed by the laws of the state of Delaware. In the event of any conflict between the terms and provisions of the Plan and this Agreement,
the Plan terms and provisions shall govern. Capitalized terms used but not defined in this Agreement or the Notice of Grant have the meanings assigned to them in the Plan. Certain other important terms governing this Agreement are contained in the
Plan. 

  
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	Accepted by Optionee:	 		 	WIND POWER HOLDINGS, INC.
				
		 		 	By:	 	 
				
	 	 		 	Name:	 	 
				
		 		 	Title:	 	 

 RETAIN THIS AGREEMENT FOR YOUR RECORDS 

  
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