2006 Recruitment Equity Incentive Plan



 Exhibit 10.2 
 ST. BERNARD SOFTWARE, INC. 
 2006
RECRUITMENT EQUITY INCENTIVE PLAN 
 ADOPTED:
DECEMBER 18, 2006 
 1. PURPOSES.  
 (a) General Purpose. The Company, by means of the Plan, seeks to retain the services of persons not previously an employee or director of
the Company, or following a bona fide period of non-employment, as an inducement material to the individual’s entering into employment with the Company within the meaning of Rule 4350(i)(1)(A)(iv) of the NASD Marketplace Rules, and to
provide incentives for such persons to exert maximum efforts for the success of the Company and its Affiliates. 
 (b) Eligible
Stock Award Recipients. The persons eligible to receive Stock Awards are Employees. 
 (c) Available Stock Awards. The Plan
provides for the grant of the following Stock Awards: (i) Options, (ii) Restricted Stock Awards, (iii) Stock Appreciation Rights (iv) Phantom Stock Awards and (v) Other Stock Awards. 
 2. DEFINITIONS. 
 (a)
“Affiliate” means any parent corporation or subsidiary corporation of the Company, whether now or hereafter existing, as those terms are defined in Sections 424(e) and (f), respectively, of the Code. The Board shall have the
authority to determine the time or times at which “parent” or “subsidiary” status is determined within the foregoing definition. 
 (b) “Board” means the Board of Directors of the Company. 
 (c)
“Capitalization Adjustment” has the meaning ascribed to that term in Section 11(a). 
 (d)
“Cause” means, with respect to a particular Participant (i) a felony conviction of such Participant; (ii) the commission by such Participant of an act of fraud or embezzlement against the Company or an Affiliate;
(iii) such Participant’s willful misconduct or gross negligence materially detrimental to the Company or an Affiliate; (iv) such Participant’s continued failure to implement reasonable requests or directions received in the
course of his service as an Employee; (v) such Participant’s wrongful dissemination or use of confidential or proprietary information; or (vi) the intentional and habitual neglect by such Participant of his or her duties to the
Company or an Affiliate. 
 (e) “Change in Control” means or occurs upon (i) a sale or other disposition
of all or substantially all of the assets of the Company; (ii) a merger or consolidation in which the Company is not the surviving entity and in which the stockholders of the Company immediately prior to such consolidation or merger Own less
than 50% of the surviving entity’s voting power immediately after the transaction; (iii) a reverse merger in which the Company is the surviving entity but the shares of Common Stock outstanding immediately preceding the merger are
converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise, and in which the stockholders of the Company immediately prior to such reverse merger Own less than 50% of the Company’s voting power
immediately after the transaction; and (iv) any Exchange Act Person becoming the Owner, directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the combined voting power of the Company’s then
outstanding securities other than by virtue of a merger, consolidation or similar transaction. 
 (f) “Code”
means the Internal Revenue Code of 1986, as amended. 









 (g) “Committee” means a committee of one or more members of the Board
appointed by the Board in accordance with Section 3(c). 
 (h) “Common Stock” means the common stock of
the Company, or any security of the Company issued in substitution, exchange or lieu thereof. 
 (i) “Company”
means St. Bernard Software, Inc., a Delaware corporation, or any successor corporation. 
 (j) “Consultant”
means any person, including an advisor, (i) engaged by the Company or an Affiliate to render consulting or advisory services and who is compensated for such services or (ii) serving as a member of the Board of Directors of an Affiliate and
who is compensated for such services. However, the term “Consultant” shall not include Directors who are not compensated by the Company for their services as Directors, and the payment of a director’s fee by the Company for services
as a Director shall not cause a Director to be considered a “Consultant” for purposes of the Plan. 
 (k)
“Continuous Service” means that the Participant’s service with the Company or an Affiliate, whether as an Employee, Director or Consultant, is not interrupted or terminated. A change in the capacity in which the
Participant renders service to the Company or an Affiliate as an Employee, Consultant or Director or a change in the entity for which the Participant renders such service, provided that there is no interruption or termination of the
Participant’s service with the Company or an Affiliate, shall not terminate a Participant’s Continuous Service. For example, a change in status from an Employee of the Company to a Consultant of an Affiliate or a Director shall not
constitute an interruption of Continuous Service. The Board or the chief executive officer of the Company, in that party’s sole discretion, may determine whether Continuous Service shall be considered interrupted in the case of any leave of
absence approved by that party, including sick leave, military leave or any other personal leave. Notwithstanding the foregoing, an approved 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 or in the written terms of the Participant’s leave of absence. 
 (l) “Corporate Transaction” means the occurrence, in a single transaction or in a series of related transactions, of any one or more of the following events: 
 (i) a sale or other disposition of all or substantially all, as determined by the Board in its discretion, of the consolidated
assets of the Company and its Subsidiaries; 
 (ii) a sale or other disposition of at least ninety percent
(90%) of the outstanding securities of the Company; 
 (iii) a merger, consolidation or similar transaction
following which the Company is not the surviving corporation; or 
 (iv) a merger, consolidation or similar transaction
following which the Company is the surviving corporation but the shares of Common Stock outstanding immediately preceding the merger, consolidation or similar transaction are converted or exchanged by virtue of the merger, consolidation or similar
transaction into other property, whether in the form of securities, cash or otherwise. 
 (m) “Director” means
a member of the Board of Directors of the Company. 
 (n) “Disability” means, with respect to a Participant,
the inability of such Participant to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not
less than twelve (12) months, as provided in Section 22(e)(3) and 409A(a)(2)(c)(i) of the Code. 
 (o) “Effective
Date” means the date this Plan is approved by the Board. 
  

 - 2 - 








 (p) “Employee” means any person employed by the Company or an Affiliate.
Service as a Director or payment of a director’s fee by the Company or an Affiliate shall not be sufficient to constitute “employment” by the Company or an Affiliate. Subject to the exclusions set forth below, the term
“Employee” shall include only an individual who was hired (and advised that he or she was being hired) directly by the Company or an Affiliate as a regular employee and who performs regular employment services directly for the Company or
an Affiliate. Exclusions: The term “Employee” as used in the Plan shall not include an individual who works, or who was hired to work, or who was advised that he or she works: (1) as an independent contractor or an employee of
an independent contractor; or (2) as a temporary employee, regardless of the length of time that he or she works at the Company or an Affiliate; or (3) through a temporary employment agency, job placement agency, or other third party; or
(4) as part of an employee leasing arrangement between the Company or an Affiliate and any third party. For the purposes of the Plan, the exclusions described above shall remain in effect even if the described individual could otherwise be
construed as an employee under any applicable common law or is subsequently determined under applicable laws to be an employee. 
 (q)
“Entity” means a corporation, partnership or other entity. 
 (r) “Exchange Act” means
the Securities Exchange Act of 1934, as amended. 
 (s) “Exchange Act Person” means any natural person, Entity
or “group” (within the meaning of Section 13(d) or 14(d) of the Exchange Act), except that “Exchange Act Person” shall not include (A) the Company or any Subsidiary of the Company, (B) any employee benefit plan of
the Company or any Subsidiary of the Company or any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any Subsidiary of the Company, (C) an underwriter temporarily holding securities pursuant to an
offering of such securities, or (D) an Entity Owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their Ownership of stock of the Company. 
 (t) “Fair Market Value” means, as of any date, the value of the Common Stock determined as follows: 
 (i) If the Common Stock is listed on any established stock exchange or traded on any established market, the Fair Market Value of a
share of Common Stock shall be the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on such exchange or market (or the exchange or market with the greatest volume of trading in the Common Stock) on the
date of determination, as reported in The Wall Street Journal or such other source as the Board deems reliable. Unless otherwise provided by the Board, if there is no closing sales price (or closing bid if no sales were reported) for the
Common Stock on the date of determination, then the Fair Market Value shall be the closing selling price (or closing bid if no sales were reported) on the last preceding date for which such quotation exists. 
 (ii) In the absence of such markets for the Common Stock, the Fair Market Value shall be determined in good faith by the Board.

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

 - 3 - 








 (w) “Option” means a nonstatutory stock option granted pursuant to the
Plan that is not intended to qualify as an incentive stock option under Section 422 of the Code and the regulations promulgated thereunder. 
 (x) “Option Agreement” means an agreement between the Company and an Optionholder evidencing the terms and conditions of an individual Option grant. Each Option Agreement shall be subject to the terms and
conditions of the Plan. 
 (y) “Optionholder” means a person to whom an Option is granted pursuant to the Plan
or, if applicable, such other person who holds an outstanding Option. 
 (z) “Other Stock Award” means an
award based in whole or in part by reference to the Common Stock which is granted pursuant to the terms and conditions of Section 7(d). 
 (aa) “Other Stock Award Agreement” means an agreement between the Company and a holder of an Other Stock Award evidencing the terms and conditions of an individual Other Stock Award grant. Each Other Stock
Award Agreement shall be subject to the terms and conditions of the Plan. 
 (bb) “Own,” “Owned,”
“Owner,” “Ownership” A person or Entity shall be deemed to “Own,” to have “Owned,” to be the “Owner” of, or to have acquired “Ownership” of securities if such person or
Entity, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares voting power, which includes the power to vote or to direct the voting, with respect to such securities. 
 (cc) “Participant” means a person to whom a Stock Award is granted pursuant to the Plan or, if applicable, such other
person who holds an outstanding Stock Award. 
 (dd) “Phantom Stock Award” means a right to receive shares of
Common Stock which is granted pursuant to the terms and conditions of Section 7(b). 
 (ee) “Phantom Stock Award
Agreement” means an agreement between the Company and a holder of a Phantom Stock Award evidencing the terms and conditions of an individual Phantom Stock Award grant. Each Phantom Stock Award Agreement shall be subject to the terms and
conditions of the Plan. 
 (ff) “Restricted Stock Award” means an award of shares of Common Stock which is
granted pursuant to the terms and conditions of Section 7(a). 
 (gg) “Restricted Stock Award Agreement”
means an agreement between the Company and a holder of a Restricted Stock Award evidencing the terms and conditions of an individual Restricted Stock Award grant. Each Restricted Stock Award Agreement shall be subject to the terms and
conditions of the Plan. 
 (hh) “Plan” means this St. Bernard Software, Inc. 2006 Recruitment Equity Incentive
Plan. 
 (ii) “Rule 16b-3” means Rule 16b-3 promulgated under the Exchange Act or any successor to Rule 16b-3,
as in effect from time to time. 
 (jj) “Securities Act” means the Securities Act of 1933, as amended.

 (kk) “Stock Appreciation Right” means a right to receive the appreciation of Common Stock which is granted
pursuant to the terms and conditions of Section 7(c). 
 (ll) “Stock Appreciation Right Agreement” means
an agreement between the Company and a holder of a Stock Appreciation Right evidencing the terms and conditions of an individual Stock Appreciation Right grant. Each Stock Appreciation Right Agreement shall be subject to the terms and conditions of
the Plan. 
  

 - 4 - 








 (mm) “Stock Award” means any right granted under the Plan, including an
Option, a Restricted Stock Award, Phantom Stock, a Stock Appreciation Right and an Other Stock Award. 
 (nn) “Stock Award
Agreement” means an agreement between the Company and a holder of a Stock Award evidencing the terms and conditions of an individual Stock Award grant. Each Stock Award Agreement shall be subject to the terms and conditions of the Plan.

 (oo) “Subsidiary” means, with respect to the Company, (i) any corporation of which more than fifty
percent (50%) of the outstanding capital stock having ordinary voting power to elect a majority of the board of directors of such corporation (irrespective of whether, at the time, stock of any other class or classes of such corporation shall
have or might have voting power by reason of the happening of any contingency) is at the time, directly or indirectly, Owned by the Company, and (ii) any partnership in which the Company has a direct or indirect interest (whether in the form of
voting or participation in profits or capital contribution) of more than fifty percent (50%). 
 3. ADMINISTRATION. 
 (a) Administration by Board. The Board shall administer the Plan unless and until the Board delegates administration to a committee, as
provided in Section 3(c). 
 (b) Powers of Board. The Board shall have the power, subject to, and within the limitations
of, the express provisions of the Plan: 
 (i) Subject to Section 5 herein, to determine from time to time which
of the persons eligible under the Plan shall be granted Stock Awards; when and how each Stock Award shall be granted; what type or combination of types of Stock Award shall be granted; the provisions of each Stock Award granted (which need not be
identical), including the time or times when a person shall be permitted to receive Common Stock pursuant to a Stock Award; and the number of shares of Common Stock with respect to which a Stock Award shall be granted to each such person.

 (ii) To construe and interpret the Plan and Stock Awards granted under it, and to establish, amend and revoke rules
and regulations for its administration. The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan or in any Stock Award Agreement, in a manner and to the extent it shall deem necessary or expedient to
make the Plan fully effective. 
 (iii) To amend the Plan or a Stock Award as provided in Section 12. 

(iv) To terminate or suspend the Plan as provided in Section 13. 
 (v) Generally, to exercise such powers and to perform such acts as the Board deems necessary or expedient to promote the best
interests of the Company and that are not in conflict with the provisions of the Plan. 
 (vi) To adopt such procedures
and sub-plans as are necessary or appropriate to permit participation in the Plan by employees who are foreign nationals or employed outside the United States. 
  

 - 5 - 








 (c) DELEGATION TO COMMITTEE.

 (i) General. The Board may delegate administration of the Plan to a Committee or Committees of one or more
members of the Board, and the term “Committee” shall apply to any person or persons to whom such authority has been delegated. If administration is delegated to a Committee, the Committee shall have, in connection with the
administration of the Plan, the powers theretofore possessed by the Board, including the power to delegate to a subcommittee any of the administrative powers the Committee is authorized to exercise (and references in this Plan to the Board shall
thereafter be to the Committee or subcommittee), subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by the Board. The Board may abolish the Committee at any time and revest in
the Board the administration of the Plan. 
 (ii) Rule 16b-3 Compliance. In the discretion of the Board, the
Committee may consist solely of two or more Non-Employee Directors, in accordance with Rule 16b-3. 
 (d) Effect of Board’s
Decision. All determinations, interpretations and constructions made by the Board in good faith shall not be subject to review by any person and shall be final, binding and conclusive on all persons. 
 4. SHARES SUBJECT TO THE PLAN. 
 (a) Share Reserve. Subject to the provisions of Section 11(a) relating to Capitalization Adjustments, the shares of Common Stock that
may be issued pursuant to Stock Awards shall not exceed in the aggregate five hundred thousand (500,000) shares of Common Stock. 
 (b) Reversion of Shares to the Share Reserve. If any Stock Award shall for any reason expire or otherwise terminate, in whole or in part, without having been exercised in full, or if any shares of Common Stock issued to a
Participant pursuant to a Stock Award are forfeited back to or repurchased by the Company, including, but not limited to, any repurchase or forfeiture caused by the failure to meet a contingency or condition required for the vesting of such shares,
then the shares of Common Stock not acquired under such Stock Award, or forfeited back to or repurchased by the Company, shall revert to and again become available for issuance under the Plan. If any shares subject to a Stock Award are not delivered
to a Participant because such shares are withheld for taxes or the Stock Award is exercised through a reduction of shares subject to the Stock Award (i.e., “net exercised”), then the shares that are not delivered to the Participant as a
result thereof shall revert to and again become available for issuance under the Plan. If the exercise price of any Stock Award is satisfied by tendering shares of Common Stock held by the Participant (either by actual delivery or attestation), then
the number of shares so tendered shall revert to and again become available for issuance under the Plan. 
 (c) Source of
Shares. The shares of Common Stock subject to the Plan may be unissued shares or reacquired shares, bought on the market or otherwise. 
 5.
ELIGIBILITY.  
 Persons eligible for Stock Awards shall consist of Employees whose potential contribution, in the
judgment of the Committee, will benefit the future success of the Company and/or an Affiliate. Stock Awards may be granted only to persons not previously an Employee or Director of the Company, or following a bona fide period of
non-employment, as an inducement material to the individual’s entering into employment with the Company [within the meaning of Rule 4350(i)(1)(A)(iv) of the NASD Marketplace Rules]. In addition, notwithstanding any other provision of the
Plan to the contrary, all Stock Awards must be granted either by a majority of the Company’s independent directors or a committee comprised of a majority of independent directors. 
  

 - 6 - 








 6. OPTION PROVISIONS. 
 Each Option shall be in such form and shall contain such terms and conditions as the Board shall deem appropriate. All Options shall be designated as
nonstatutory stock options at the time of grant. The provisions of separate Options need not be identical, but each Option shall include (through incorporation of provisions hereof by reference in the Option or otherwise) the substance of each of
the following provisions: 
 (a) Term. The Board shall determine the term of an Option. 
 (b) Exercise Price of an Option. The Board, in its discretion, shall determine the exercise price of each Option. The exercise price of
each Option shall be not less than one hundred percent (100%) of the Fair Market Value of the Common Stock subject to the Option on the date the Option is granted. Notwithstanding the foregoing, an Option may be granted with an exercise price
lower than one hundred percent (100%) of the Fair Market Value of the Common Stock subject to the Option if such Option is granted pursuant to an assumption of or substitution for another option in a manner consistent with the provisions of
Section 424(a) of the Code. 
 (c) Consideration. The purchase price of Common Stock acquired pursuant to an Option shall
be paid, to the extent permitted by applicable law, either (i) in cash at the time the Option is exercised or (ii) at the discretion of the Board (1) by delivery to the Company of other Common Stock, (2) by a “net
exercise” of the Option (as further described below) or (3) in any other form of legal consideration that may be acceptable to the Board. Unless otherwise specifically provided in the Option, the purchase price of Common Stock acquired
pursuant to an Option that is paid by delivery to the Company of other Common Stock acquired, directly or indirectly from the Company, shall be paid only by shares of the Common Stock of the Company that have been held for more than six
(6) months (or such longer or shorter period of time required to avoid a charge to earnings for financial accounting purposes). 
 In
the case of a “net exercise” of an Option, the Company will not require a payment of the exercise price of the Option from the Participant but will reduce the number of shares of Common Stock issued upon the exercise by the largest number
of whole shares that has a Fair Market Value that does not exceed the aggregate exercise price. With respect to any remaining balance of the aggregate exercise price, the Company shall accept a cash payment from the Participant. The shares of Common
Stock so used to pay the exercise price of an Option under a “net exercise” will be considered to have resulted from the exercise of the Option, and accordingly, the Option will not again be exercisable with respect to such shares, the
shares actually delivered to the Participant, and any shares withheld for purposes of tax withholding. 
 (d) Transferability of an
Option. An Option shall be transferable to the extent provided in the Option Agreement. If the Option does not provide for transferability, then the Option shall not be transferable except by (a) will, (b) the laws of descent and
distribution, or (c) upon dissolution of the Optionholder’s marriage pursuant to a domestic relations order. Also, during the Optionholder’s lifetime, only the Optionholder is entitled to exercise his or her Option. Notwithstanding
the foregoing, by delivering written notice to the Company, in a form satisfactory to the Company, an Optionholder may designate a third party who, in the event of such Optionholder’s death, shall thereafter be entitled to exercise the Option.

 (e) Vesting Generally. The total number of shares of Common Stock subject to an Option may, but need not, vest and therefore
become exercisable in periodic installments that may, but need not, be equal. The Option may be subject to such other terms and conditions on the time or times when it may be exercised (which may be based on performance or other criteria) as the
Board may deem appropriate. The vesting provisions of individual Options may vary. The provisions of this Section 6(e) are subject to any Option provisions governing the minimum number of shares of Common Stock as to which an Option may be
exercised. 
  

 - 7 - 








 (f) Termination of Continuous Service. In the event that an Optionholder’s Continuous
Service terminates (other than for Cause or upon the Optionholder’s death or Disability), the Optionholder may exercise his or her Option (to the extent that the Optionholder was entitled to exercise such Option as of the date of termination)
but only within such period of time ending on the earlier of (i) the date three (3) months following the termination of the Optionholder’s Continuous Service (or such longer or shorter period specified in the Option Agreement) or
(ii) the expiration of the term of the Option as set forth in the Option Agreement. If, after termination, the Optionholder does not exercise his or her Option within the time specified in the Option Agreement, the Option shall terminate.

 (g) Extension of Termination Date. An Optionholder’s Option Agreement may also provide that if the exercise of the
Option following the termination of the Optionholder’s Continuous Service (other than for Cause or upon the Optionholder’s death or Disability) would be prohibited at any time solely because the issuance of shares of Common Stock would
violate the registration requirements under the Securities Act, then the Option shall terminate on the earlier of (i) the expiration of the term of the Option set forth in the Option Agreement or (ii) the expiration of a period of three
(3) months after the termination of the Optionholder’s Continuous Service during which the exercise of the Option would not be in violation of such registration requirements. 
 (h) Disability of Optionholder. In the event that an Optionholder’s Continuous Service terminates as a result of the
Optionholder’s Disability, the Optionholder may exercise his or her Option (to the extent that the Optionholder was entitled to exercise such Option as of the date of termination), but only within such period of time ending on the earlier of
(i) the date twelve (12) months following such termination (or such longer or shorter period specified in the Option Agreement) or (ii) the expiration of the term of the Option as set forth in the Option Agreement. If, after
termination, the Optionholder does not exercise his or her Option within the time specified herein, the Option shall terminate. 
 (i)
Death of Optionholder. In the event that (i) an Optionholder’s Continuous Service terminates as a result of the Optionholder’s death or (ii) the Optionholder dies within the period (if any) specified in the Option
Agreement after the termination of the Optionholder’s Continuous Service for a reason other than death, then the Option may be exercised (to the extent the Optionholder was entitled to exercise such Option as of the date of death) by the
Optionholder’s estate, by a person who acquired the right to exercise the Option by bequest or inheritance or by a person designated to exercise the option upon the Optionholder’s death pursuant to Section 6(d), but only within the
period ending on the earlier of (1) the date thirty-six (36) months following the date of death (or such longer or shorter period specified in the Option Agreement) or (2) the expiration of the term of such Option as set forth in the
Option Agreement. If, after death, the Option is not exercised within the time specified herein, the Option shall terminate. 
 (j)
Termination for Cause. In the event an Optionholder’s Continuous Service is terminated for Cause, the Option shall terminate upon the termination date of such Optionholder’s Continuous Service and the Optionholder is prohibited
from exercising his or her Option from and after the time of such termination. 
 (k) Early Exercise. The Option may, but need
not, include a provision whereby the Optionholder may elect at any time before the Optionholder’s Continuous Service terminates to exercise the Option as to any part or all of the shares of Common Stock subject to the Option prior to the full
vesting of the Option. Any unvested shares of Common Stock so purchased may be subject to a repurchase option in favor of the Company or to any other restriction the Board determines to be appropriate. 
 7. PROVISIONS OF STOCK AWARDS OTHER THAN OPTIONS.

 (a) Restricted Stock Awards. Each Restricted Stock Award agreement shall be in such form and shall contain such terms and
conditions as the Board shall deem appropriate. At the Board’s election, shares of Common Stock may be (i) held in book entry form subject to the Company’s instructions until any restrictions relating to the Restricted Stock Award
lapse; or (ii) evidenced by a certificate, which certificate shall be held in such form and manner as determined by the Board. The terms and conditions of 

  

 - 8 - 








 
Restricted Stock Award Agreements may change from time to time, and the terms and conditions of separate Restricted Stock Award Agreements need not be
identical, provided, however, that each Restricted Stock Award Agreement shall include (through incorporation of the provisions hereof by reference in the agreement or otherwise) the substance of each of the following provisions: 

(i) Purchase Price. At the time of the grant of a Restricted Stock Award, the Board will determine the price to be paid
by the Participant for each share subject to the Restricted Stock Award. To the extent required by applicable law, the price to be paid by the Participant for each share of the Restricted Stock Award will not be less than the par value of a share of
Common Stock. A Restricted Stock Award may be awarded as a stock bonus (i.e., with no cash purchase price to be paid) to the extent permissible under applicable law. 
 (ii) Consideration. At the time of the grant of a Restricted Stock Award, the Board will determine the consideration
permissible for the payment of the purchase price of the Restricted Stock Award. The purchase price of Common Stock acquired pursuant to the Restricted Stock Award shall be paid either: (i) in cash at the time of purchase; (ii) by services
rendered or to be rendered to the Company; or (iii) in any other form of legal consideration that may be acceptable to the Board in its discretion. 
 (iii) Vesting. Shares of Common Stock acquired under a Restricted Stock Award may, but need not, be subject to a share repurchase option in favor of the Company in accordance with a vesting schedule to
be determined by the Board. 
 (iv) Termination of Participant’s Continuous Service. In the event that a
Participant’s Continuous Service terminates, the Company shall have the right, but not the obligation, to repurchase or otherwise reacquire for no consideration any or all of the shares of Common Stock held by the Participant that have not
vested as of the date of termination under the terms of the Restricted Stock Award Agreement. At the Board’s election, the repurchase right may be at the lower of: (i) the Fair Market Value on the relevant date; or (ii) the
Participant’s original cost. 
 (v) Transferability. Rights to purchase or receive shares of Common Stock
granted under a Restricted Stock Award shall be transferable by the Participant only upon such terms and conditions as are set forth in the Restricted Stock Award Agreement, as the Board shall determine in its discretion, and so long as Common Stock
awarded under the Restricted Stock Award remains subject to the terms of the Restricted Stock Award Agreement. 
 (b) Phantom Stock.
Each Phantom Stock Award Agreement shall be in such form and shall contain such terms and conditions as the Board shall deem appropriate. The terms and conditions of the Phantom Stock agreements may change from time to time, and the terms and
conditions of separate Phantom Stock agreements need not be identical, provided, however, that each Phantom Stock agreement shall include (through incorporation of the provisions hereof by reference in the agreement or otherwise) the
substance of each of the following provisions: 
 (i) Consideration. At the time of grant of a Phantom Stock
Award, the Board will determine the consideration, if any, to be paid by the Participant upon delivery of each share of Common Stock subject to the Phantom Stock Award. To the extent required by applicable law, the consideration to be paid by the
Participant for each share of Common Stock subject to a Phantom Stock Award will not be less than the par value of a share of Common Stock. The consideration may be paid in any form permitted under applicable law. 
 (ii) Vesting. At the time of the grant of a Phantom Stock Award, the Board may impose such restrictions or conditions to the
vesting of the Phantom Stock Award as it, in its absolute discretion, deems appropriate. 
 (iii) Additional
Restrictions. At the time of the grant of Phantom Stock, the Board may impose such restrictions or conditions that delay the delivery of the consideration after its vesting as the Board, in its absolute discretion, deems appropriate, with such
terms to be contained in the Phantom Stock agreement. 
  

 - 9 - 








 (iv) Payment. Phantom Stock Awards may be settled in Common Stock or in
cash or any combination of the two, or in any other form of consideration as determined by the Board and contained in the Phantom Stock Award Agreement. 
 (v) Dividend Equivalents. Dividend equivalents may be credited in respect of shares covered by a Phantom Stock Award, as determined by the Board and contained in the Phantom Stock Award Agreement. At the
discretion of the Board, such dividend equivalents may be converted into additional shares covered by the Phantom Stock Award in such manner as determined by the Board. Any additional shares covered by the Phantom Stock Award credited by reason of
such dividend equivalents will be subject to all the terms and conditions of the underlying Phantom Stock Award Agreement to which they relate. 
 (vi) Termination of Participant’s Continuous Service. Except as otherwise provided in the applicable Phantom Stock Award Agreement, such portion of the Phantom Stock Award that has not vested will
be forfeited upon the Participant’s termination of service for any reason. 
 (v) Compliance with Section 409A of
the Code. Notwithstanding anything to the contrary set forth herein, any Phantom Stock Award granted under the Plan that is not exempt from the requirements of Section 409A of the Code shall contain such provisions so that such Phantom
Stock Award will comply with the requirements of Section 409A of the Code. Such restrictions, if any, shall be determined by the Board and contained in the Phantom Stock Award Agreement evidencing such Phantom Stock Award. For example, such
restrictions may include, without limitation, a requirement that any Common Stock that is to be issued in a year following the year in which the Phantom Stock Award vests must be issued in accordance with a fixed pre-determined schedule. 

(c) Stock Appreciation Rights. Each Stock Appreciation Right Agreement shall be in such form and shall contain such terms and conditions as the
Board shall deem appropriate. The terms and conditions of Stock Appreciation Right Agreements may change from time to time, and the terms and conditions of separate Stock Appreciation Right Agreements need not be identical, but each Stock
Appreciation Right Agreement shall include (through incorporation of provisions hereof by reference in the agreement or otherwise) the substance of each of the following provisions: 
 (i) Strike Price and Calculation of Appreciation. Each Stock Appreciation Right will be denominated in share of Common Stock
equivalents. The appreciation distribution payable on the exercise of a Stock Appreciation Right will be not greater than an amount equal to the excess of (A) the aggregate Fair Market Value (on the date of the exercise of the Stock
Appreciation Right) of a number of shares of Common Stock equal to the number of share of Common Stock equivalents in which the Participant is vested under such Stock Appreciation Right and with respect to which the Participant is exercising the
Stock Appreciation Right on such date, over (B) an amount that will be determined by the Committee at the time of grant of the Stock Appreciation Right. 
 (ii) Vesting. At the time of the grant of a Stock Appreciation Right, the Board may impose such restrictions or conditions
to the vesting of such Stock Appreciate Right as it, in its absolute discretion, deems appropriate. 
 (iii)
Exercise. To exercise any outstanding Stock Appreciation Right, the Participant must provide notice of exercise to the Company in compliance with the provisions of the Stock Appreciation Right Agreement evidencing such Stock Appreciation
Right. 
 (iv) Payment. A Stock Appreciation Right may be paid in Common Stock or in cash or any combination of
the two, or in any other form of consideration as determined by the Board and contained in the Stock Appreciation Right Agreement evidencing such Stock Appreciation Right. 
  

 - 10 - 








 (v) Termination of Continuous Service. In the event that a
Participant’s Continuous Service terminates, the Participant may exercise his or her Stock Appreciation Right (to the extent that the Participant was entitled to exercise such Stock Appreciation Right as of the date of termination) but only
within such period of time ending on the earlier of (i) the date three (3) months following the termination of the Participant’s Continuous Service (or such longer or shorter period specified in the Stock Appreciation Right Agreement)
or (ii) the expiration of the term of the Stock Appreciation Right as set forth in the Stock Appreciation Right Agreement. If, after termination, the Participant does not exercise his or her Stock Appreciation Right within the time specified in
the Stock Appreciation Right Agreement, the Stock Appreciation Right shall terminate. 
 (vi) Compliance with
Section 409A of the Code. Notwithstanding anything to the contrary set forth herein, any Stock Appreciation Rights granted under the Plan that are not exempt from the requirements of Section 409A of the Code shall contain such
provisions so that such Stock Appreciation Rights will comply with the requirements of Section 409A of the Code. Such restrictions, if any, shall be determined by the Board and contained in the Stock Appreciation Right Agreement evidencing such
Stock Appreciation Right. For example, such restrictions may include, without limitation, a requirement that a Stock Appreciation Right that is to be paid wholly or partly in cash must be exercised and paid in accordance with a fixed pre-determined
schedule. 
 (d) Other Stock Awards. Other forms of Stock Awards valued in whole or in part by reference to, or otherwise based
on, Common Stock may be granted either alone or in addition to Stock Awards provided for under Section 6 and the preceding provisions of this Section 7. Subject to the provisions of the Plan, the Board shall have sole and complete
authority to determine the persons to whom and the time or times at which such Other Stock Awards will be granted, the number of shares of Common Stock (or the cash equivalent thereof) to be granted pursuant to such Awards and all other terms and
conditions of such Awards. 
 8. SECURITIES LAW COMPLIANCE. 
 The Company shall seek to obtain from each regulatory commission or agency having jurisdiction over the Plan such authority as may be required to grant
Stock Awards and to issue and sell shares of Common Stock upon exercise of the Stock Awards; provided, however, that this undertaking shall not require the Company to register under the Securities Act the Plan, any Stock Award or any Common
Stock issued or issuable pursuant to any such Stock Award. If, after reasonable efforts, the Company is unable to obtain from any such regulatory commission or agency the authority which counsel for the Company deems necessary for the lawful
issuance and sale of Common Stock under the Plan, the Company shall be relieved from any liability for failure to issue and sell Common Stock upon exercise of such Stock Awards unless and until such authority is obtained. 
 9. USE OF PROCEEDS FROM STOCK. 
 Proceeds from the sale of Common Stock pursuant to Stock Awards shall constitute general funds of the Company. 
 10. MISCELLANEOUS. 
 (a)
Acceleration of Exercisability and Vesting. The Board shall have the power to accelerate the time at which a Stock Award may first be exercised or the time during which a Stock Award or any part thereof will vest in accordance with the Plan,
notwithstanding the provisions in the Stock Award stating the time at which it may first be exercised or the time during which it will vest. 
 (b) Stockholder Rights. No Participant shall be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Common Stock subject to such Stock Award unless and until such Participant has
satisfied all requirements for exercise of the Stock Award pursuant to its terms. 
  

 - 11 - 








 (c) No Employment or other Service Rights. Nothing in the Plan or any instrument executed
or Stock Award granted pursuant thereto shall confer upon any Participant any right to continue to serve the Company or an Affiliate in the capacity in effect at the time the Stock Award was granted or shall affect the right of the Company or an
Affiliate to terminate (i) the employment of an Employee with or without notice and with or without cause, (ii) the service of a Consultant pursuant to the terms of such Consultant’s agreement with the Company or an Affiliate or
(iii) the service of a Director pursuant to the Bylaws of the Company or an Affiliate, and any applicable provisions of the corporate law of the state in which the Company or the Affiliate is incorporated, as the case may be. 
 (d) Investment Assurances. The Company may require a Participant, as a condition of exercising or acquiring Common Stock under any Stock
Award, (i) to give written assurances satisfactory to the Company as to the Participant’s knowledge and experience in financial and business matters and/or to employ a purchaser representative reasonably satisfactory to the Company who is
knowledgeable and experienced in financial and business matters and that he or she is capable of evaluating, alone or together with the purchaser representative, the merits and risks of exercising the Stock Award; and (ii) to give written
assurances satisfactory to the Company stating that the Participant is acquiring Common Stock subject to the Stock Award for the Participant’s own account and not with any present intention of selling or otherwise distributing the Common Stock.
The foregoing requirements, and any assurances given pursuant to such requirements, shall be inoperative if (1) the issuance of the shares of Common Stock upon the exercise or acquisition of Common Stock under the Stock Award has been
registered under a then currently effective registration statement under the Securities Act or (2) as to any particular requirement, a determination is made by counsel for the Company that such requirement need not be met in the circumstances
under the then applicable securities laws. The Company may, upon advice of counsel to the Company, place legends on stock certificates issued under the Plan as such counsel deems necessary or appropriate in order to comply with applicable securities
laws, including, but not limited to, legends restricting the transfer of the Common Stock. 
 (e) Withholding Obligations. To
the extent provided by the terms of a Stock Award Agreement, the Participant may, with the approval of the Committee, satisfy any federal, state or local tax withholding obligation relating to the exercise or acquisition of Common Stock under a
Stock Award by any of the following means (in addition to the Company’s right to withhold from any compensation paid to the Participant by the Company) or by a combination of such means: (i) tendering a cash payment; (ii) authorizing
the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable to the Participant as a result of the exercise or acquisition of Common Stock under the Stock Award; provided, however, that no shares of Common
Stock are withheld with a value exceeding the minimum amount of tax required to be withheld by law (or such lesser amount as may be necessary to avoid variable award accounting); or (iii) delivering to the Company owned and unencumbered shares
of Common Stock. 
 (f) Deferrals. To the extent permitted by applicable law, the Board, in its sole discretion, may determine that
the delivery of Common Stock or the payment of cash, upon the exercise, vesting or settlement of all or a portion of any Stock Award may be deferred and may establish programs and procedures for deferral elections to be made by Participants.
Deferrals by Participants will be made in accordance with Section 409A of the Code. Consistent with Section 409A of the Code, the Board may provide for distributions while a Participant is still an employee. The Board is authorized to make
deferrals of Stock Awards and determine when, and in what annual percentages, Participants may receive payments, including lump sum payments, following the Participant’s termination of employment or retirement, and implement such other terms
and conditions consistent with the provisions of the Plan and in accordance with applicable law. 
 (g) Compliance with
Section 409A of the Code. To the extent that the Board determines that any Stock Award granted under the Plan is subject to Section 409A of the Code, the Stock Award Agreement evidencing such Stock Award shall incorporate the terms and
conditions necessary to avoid the consequences specified in Section 409A(a)(1) of the Code. To the extent applicable, the Plan and Stock Award Agreements shall be interpreted in accordance with Section 409A of the Code and Department of
Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued or amended after the Effective Date. Notwithstanding any provision of the Plan to the
contrary, in the event that 

  

 - 12 - 








 
following the Effective Date the Board determines that any Stock Award may be subject to Section 409A of the Code and related Department of Treasury
guidance (including such Department of Treasury guidance as may be issued after the Effective Date), the Board may adopt such amendments to the Plan and the applicable Stock Award Agreement or adopt other policies and procedures (including
amendments, policies and procedures with retroactive effect), or take any other actions, that the Board determines are necessary or appropriate to (i) exempt the Stock Award from Section 409A of the Code and/or preserve the intended tax
treatment of the benefits provided with respect to the Stock Award, or (ii) comply with the requirements of Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder, including
without limitation any such regulations or other guidance that may be issued or amended after the Effective Date. 
 11. ADJUSTMENTS
UPON CHANGES IN STOCK. 
 (a) Capitalization Adjustments. If any
change is made in, or other event occurs with respect to, the Common Stock subject to the Plan or subject to any Stock Award after the Effective Date without the receipt of consideration by the Company (through merger, consolidation, reorganization,
recapitalization, reincorporation, stock dividend, dividend in property other than cash, stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate structure or other transaction not involving the receipt of
consideration by the Company (each a “Capitalization Adjustment”), the Board shall appropriately adjust the class(es) and maximum number of securities subject to the Plan pursuant to Section 4(a) and the outstanding Stock Awards will
be appropriately adjusted in the class(es) and number of securities and price per share of Common Stock subject to such outstanding Stock Awards. The Board shall make such adjustments, and its determination shall be final, binding and conclusive.
(The conversion of any convertible securities of the Company shall not be treated as a transaction “without receipt of consideration” by the Company.) 
 (b) Dissolution or Liquidation. In the event of a dissolution or liquidation of the Company, then all outstanding Stock Awards shall terminate immediately prior to the completion of such dissolution or
liquidation. 
 (c) Corporate Transaction. In the event of a Corporate Transaction, any surviving corporation or acquiring
corporation may assume or continue any or all Stock Awards outstanding under the Plan or may substitute similar stock awards for Stock Awards outstanding under the Plan (it being understood that similar stock awards include, but are not limited to,
awards to acquire the same consideration paid to the stockholders or the Company, as the case may be, pursuant to the Corporate Transaction), and any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant
to Stock Awards may be assigned by the Company to the successor of the Company (or the successor’s parent company), if any, in connection with such Corporate Transaction. In the event that any surviving corporation or acquiring corporation does
not assume or continue all such outstanding Stock Awards or substitute similar stock awards for all such outstanding Stock Awards, then with respect to Stock Awards that have been not assumed, continued or substituted and that are held by
Participants whose Continuous Service has not terminated prior to the effective time of the Corporate Transaction, the vesting of such Stock Awards (and, if applicable, the time at which such Stock Awards may be exercised) shall (contingent upon the
effectiveness of the Corporate Transaction) be accelerated in full to a date prior to the effective time of such Corporate Transaction as the Board shall determine (or, if the Board shall not determine such a date, to the date that is five
(5) days prior to the effective time of the Corporate Transaction), such Stock Awards shall terminate if not exercised (if applicable) at or prior to such effective time, and any reacquisition or repurchase rights held by the Company with
respect to such Stock Awards shall (contingent upon the effectiveness of the Corporate Transaction) lapse. With respect to any other Stock Awards outstanding under the Plan that have not been assumed, continued or substituted, the vesting of such
Stock Awards (and, if applicable, the time at which such Stock Award may be exercised) shall not be accelerated, unless otherwise provided in a written agreement between the Company or any Affiliate and the holder of such Stock Award, and such Stock
Awards shall terminate if not exercised (if applicable) prior to the effective time of the Corporate Transaction. 
  

 - 13 - 








 (d) Change in Control. A Stock Award held by any Participant whose Continuous Service has
not terminated prior to the effective time of a Change in Control may be subject to additional acceleration of vesting and exercisability upon or after such event as may be provided in the Stock Award Agreement for such Stock Award or as may be
provided in any other written agreement between the Company or any Affiliate and the Participant, but in the absence of such provision, no such acceleration shall occur. 
 12. AMENDMENT OF THE PLAN AND STOCK AWARDS. 
 (a) Amendment of Plan. The Board at any time, and from time to time, may amend the Plan. However, except as provided in Section 11(a)
relating to Capitalization Adjustments, no amendment shall be effective unless approved by the stockholders of the Company to the extent stockholder approval is necessary to satisfy applicable law or exchange listing requirements. Rights under any
Award granted before amendment of the Plan shall not be impaired by any amendment of the Plan unless (i) the Company requests the consent of the affected Participant, and (ii) such Participant consents in writing. 
 (b) No Impairment of Rights. Rights under any Stock Award granted before amendment of the Plan shall not be impaired by any amendment of
the Plan unless (i) the Company requests the consent of the Participant and (ii) the Participant consents in writing. 
 (c)
Amendment of Stock Awards. The Board at any time, and from time to time, may amend the terms of any one or more Stock Awards to provide terms more favorable than previously provided in the Stock Award Agreement, subject to any specified
limits in the Plan that are not subject to Board discretion; provided, however, that the rights under any Stock Award shall not be impaired by any such amendment unless (i) the Company requests the consent of the Participant and
(ii) the Participant consents in writing. Notwithstanding the foregoing, subject to the limitations of applicable law, if any, and without the affected Participant’s consent, the Board may amend the terms of any one or more Awards if
necessary to maintain the qualified status of the Award as an Incentive Stock Option or to bring the Award into compliance with Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder,
including without limitation any such regulations or other guidance that may be issued or amended after the Effective Date. 
 (d)
Repricings. The Board may effect at any time without shareholder approval (1) the reduction of the exercise price of any outstanding Option under the Plan, (2) the cancellation of any outstanding Option under the Plan and the grant
in substitution therefor of (A) a new Option under the Plan or another equity plan of the Company covering the same or a different number of shares of Common Stock, (B) a Restricted Stock Award, (C) a Stock Appreciation
Right, (D) a Phantom Stock Award, (E) an Other Stock Award, (F) cash and/or (G) other valuable consideration (as determined by the Board, in its sole discretion), or (3) any other action that is treated as a repricing under
generally accepted accounting principles without first obtaining stockholder approval for such action. 
 13. TERMINATION OR
SUSPENSION OF THE PLAN. 
 (a) Plan Term. The Board may suspend
or terminate the Plan at any time. No Stock Awards may be granted under the Plan while the Plan is suspended or after it is terminated. 
 (b) No Impairment of Rights. Suspension or termination of the Plan shall not impair rights and obligations under any Stock Award granted while the Plan is in effect except with the consent of the Participant. 
 14. EFFECTIVE DATE OF PLAN. 
 The Plan shall become effective on the Effective Date. 
  

 - 14 - 








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

 - 15 -