EX-10.11(a)





 Exhibit 10.11(a) 

AIRBNB, INC. 
 2008
EQUITY INCENTIVE PLAN 
 As Adopted on July 13, 2008, and 

Amended April 20, 2009, April 30, 2010, July 22, 2011, 

December 1, 2011, December 4, 2012, February 17, 2014 

April 15, 2014, July 25, 2014, and October 28, 2015 

1. PURPOSE. The purpose of this Plan is to provide incentives to attract, retain and motivate eligible persons
whose present and potential contributions are important to the success of the Company, its Parent and Subsidiaries, by offering them an opportunity to participate in the Company’s future performance through awards of Options, Restricted Stock
and Restricted Stock Units. Capitalized terms not defined in the text are defined in Section 23 hereof. Although this Plan is intended to be a written compensatory benefit plan within the meaning of Rule 701 promulgated under the
Securities Act, grants may be made pursuant to this Plan that do not qualify for exemption under Rule 701 or other applicable state securities regulations. Any requirement of this Plan which is required in law only because of certain applicable
state securities regulations need not apply if the Committee so provides. 
 2. SHARES SUBJECT TO THE PLAN. 

2.1 Number of Shares Available. Subject to Sections 2.2 and 18 hereof, the total number of Shares reserved and
available for grant and issuance pursuant to this Plan will be 126,564,494 Shares or such lesser number of Shares as permitted by applicable law. Subject to Sections 2.2, 5.10 and 18 hereof, Shares subject to Awards previously granted will
again be available for grant and issuance in connection with future Awards under this Plan to the extent such Shares: (i) cease to be subject to issuance upon exercise of an Option, other than due to exercise of such Option; (ii) are
subject to an Award granted hereunder but the Shares subject to such Award are forfeited or repurchased by the Company at the original issue price; or (iii) are subject to an Award that otherwise terminates without Shares being issued. At all
times the Company will reserve and keep available a sufficient number of Shares as will be required to satisfy the requirements of all Awards granted and outstanding under this Plan. In no event shall the total number of Shares issued (counting each
reissuance of a Share that was previously issued and then forfeited or repurchased by the Company as a separate issuance) under the Plan upon exercise of ISOs exceed 1,265,644,940 Shares (adjusted in proportion to any adjustments under
Section 2.2 hereof) over the term of the Plan. 
 2.2 Adjustment of Shares. In the event that the number of
outstanding shares of the Company’s Class B Common Stock is changed by a stock dividend, recapitalization, stock split, reverse stock split, subdivision, combination, reclassification or similar change in the capital structure of the
Company without consideration, then (i) the number of Shares reserved for issuance under this Plan, (ii) the Exercise Prices of and number of Shares subject to outstanding Options and (iii) the Purchase Prices of and number of Shares
subject to other outstanding Awards will be proportionately adjusted, subject to any required 












 
action by the Board or the stockholders of the Company and compliance with applicable securities laws; provided, however, that fractions of a Share will not be issued but will either be paid in
cash at the Fair Market Value of such fraction of a Share or will be rounded down to the nearest whole Share, as determined by the Committee; and provided, further, that the Exercise Price of any Option may not be decreased to below the par value of
the Shares. 
 3. ELIGIBILITY. ISOs (as defined in Section 5 hereof) may be granted only to employees
(including officers and directors who are also employees) of the Company or of a Parent or Subsidiary of the Company. NQSOs (as defined in Section 5 hereof) and Restricted Stock Awards may be granted to employees, officers, directors and
consultants of the Company or any Parent or Subsidiary of the Company; provided such consultants render bona fide services not in connection with the offer and sale of securities in a capital-raising transaction. A person may be granted more than
one Award under this Plan. 
 4. ADMINISTRATION. 

4.1 Committee Authority. This Plan will be administered by the Committee. Subject to the general purposes, terms and
conditions of this Plan, and to the direction of the Board, the Committee will have full power to implement and carry out this Plan. Without limitation, the Committee will have the authority to: 

(a) construe and interpret this Plan, any Award Agreement and any other agreement or document executed pursuant to this Plan; 

(b) prescribe, amend and rescind rules and regulations relating to this Plan; 

(c) approve persons to receive Awards; 

(d) determine the form and terms of Awards; 

(e) determine the number of Shares or other consideration subject to Awards; 

(f) determine whether Awards will be granted singly, in combination with, in tandem with, in replacement of, or as alternatives to, other
Awards under this Plan or awards under any other incentive or compensation plan of the Company or any Parent or Subsidiary of the Company; 

(g) grant waivers of any conditions of this Plan or any Award; 

(h) determine the terms of vesting, exercisability and payment of Awards; 

(i) correct any defect, supply any omission, or reconcile any inconsistency in this Plan, any Award, any Award Agreement, any Exercise
Agreement or any Restricted Stock Purchase Agreement; 

  
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 (j) determine whether an Award has been earned; 

(k) make all other determinations necessary or advisable for the administration of this Plan; and 

(l) extend the vesting period beyond a Participant’s Termination Date. 

4.2 Committee Discretion. Unless in contravention of any express terms of this Plan or Award, any determination made by
the Committee with respect to any Award will be made in its sole discretion either (i) at the time of grant of the Award, or (ii) subject to Section 5.9 hereof, at any later time. Any such determination will be final and binding on
the Company and on all persons having an interest in any Award under this Plan. The Committee may delegate to one or more officers of the Company the authority to grant an Award under this Plan, provided such officer or officers are members of the
Board. Without limiting the generality of the foregoing and notwithstanding anything herein to the contrary, this Plan and all Awards shall be administered in accordance with Section 409A of the Code (and regulations and other interpretative
guidance promulgated thereunder whether before or after the Effective Date). Notwithstanding any provision of the Plan to the contrary, if the Committee determines that any amounts payable hereunder will be taxable to a Participant under
Section 409A of the Code prior to payment to such Participant of such amount, the Company may (a) adopt such amendments to the Plan and such Participant’s Awards along with appropriate policies (including amendments and policies with
retroactive effect) that the Committee determines necessary or appropriate to preserve the intended tax treatment of the benefits provided by the Plan and Awards hereunder and/or (b) take such other actions as the Committee determines necessary
or appropriate to comply with the requirements of Section 409A of the Code. 
 4.3 Indemnification. In addition to such
other rights of indemnification as they may have, each member of the Board or Committee, and each person retained by them, shall be defended and indemnified by the Company to the extent permitted by law against (i) all reasonable expenses,
including attorneys’ fees, incurred defending such person in any claim, investigation, action, suit or proceeding, or in connection with any appeal therein, by reason of any action taken or failure to act in connection with the determination of
“fair market value” for purposes of Section 409A of the Code in relation to any Award granted under the Plan; or (ii) paid in settlement thereof (provided such settlement’s terms are approved in advance by the Company), or
in satisfaction of a judgment (excluding when such person is adjudged of gross negligence, bad faith or intentional misconduct). In all instances, within thirty (30) days of first becoming aware of the institution of a claim, investigation,
action, suit or proceeding the person shall offer the Company in writing the opportunity to defend same at the Company’s expense. 

5. OPTIONS. The Committee may grant Options to eligible persons described in Section 3 hereof and will
determine whether such Options will be Incentive Stock Options within the meaning of the Code (“ISOs”) or Nonqualified Stock Options (“NQSOs”), the number of Shares subject to the Option, the Exercise
Price of the Option, the period during which the Option may be exercised, and all other terms and conditions of the Option, subject to the following: 

  
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 5.1 Form of Option Grant. Each Option granted under this Plan will be
evidenced by an Award Agreement which will expressly identify the Option as an ISO or an NQSO (“Stock Option Agreement”), and will be in such form and contain such provisions (which need not be the same for each Participant)
as the Committee may from time to time approve, and which will comply with and be subject to the terms and conditions of this Plan. 

5.2 Date of Grant. The date of grant of an Option will be the date on which the Committee makes the determination to
grant such Option, unless a later date is otherwise specified by the Committee. The Stock Option Agreement and a copy of this Plan will be delivered to the Participant within a reasonable time after the granting of the Option. 

5.3 Exercise Period. Options may be exercisable immediately but subject to repurchase pursuant to Section 12 hereof
or may be exercisable within the times or upon the events determined by the Committee as set forth in the Stock Option Agreement governing such Option; provided, however, that no Option will be exercisable after the expiration of ten (10) years
from the date the Option is granted; and provided further that no ISO granted to a person who directly or by attribution owns more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or of any Parent or
Subsidiary of the Company (“Ten Percent Stockholder”) will be exercisable after the expiration of five (5) years from the date the ISO is granted; but in no event shall an Option granted to an employee who is a non-exempt employee for purposes of overtime pay under the Fair Labor Standards Act of 1938, be exercisable earlier than six (6) months after its date of grant. The Committee also may provide for Options to
become exercisable at one time or from time to time, periodically or otherwise, in such number of Shares or percentage of Shares as the Committee determines. In addition, if an Option is determined to otherwise be subject to Section 409A of the
Code such Option shall be exercisable for the Shares subject to such Option no later than the end of the applicable short-term deferral period determined under Section 409A of the Code by the Committee. 

5.4 Exercise Price. The Exercise Price of an Option will be determined by the Committee when the Option is granted and
may not be less than eighty-five percent (85%) of the Fair Market Value of the Shares on the date of grant; provided that (i) the Exercise Price of an ISO will not be less than one hundred percent (100%) of the Fair Market Value of the Shares
on the date of grant and (ii) the Exercise Price of any Option granted to a Ten Percent Stockholder will not be less than one hundred ten percent (110%) of the Fair Market Value of the Shares on the date of grant. Payment for the Shares
purchased must be made in accordance with Section 8 hereof. 
 5.5 Method of Exercise. Options may be exercised
only by delivery to the Company of a written stock option exercise agreement (the “Exercise Agreement”) in a form approved by the Committee (which need not be the same for each Participant). The Exercise Agreement will state
(i) the number of Shares being purchased, (ii) the restrictions imposed on the Shares purchased under such Exercise Agreement, if any, and (iii) such representations and agreements regarding Participant’s investment intent and
access to information and other matters, if any, as may be required or desirable by the Company to comply with applicable securities laws. Participant shall execute and deliver to the Company the Exercise Agreement together with payment in full of
the Exercise Price, and any applicable taxes, for the number of Shares being purchased. 

  
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 5.6 Termination. Subject to earlier termination pursuant to
Sections 18 and 19 hereof and notwithstanding the exercise periods set forth in the Stock Option Agreement, exercise of an Option will always be subject to the following: 

(a) If the Participant is Terminated for any reason other than death, Disability or for Cause, then the Participant may exercise such
Participant’s Options only to the extent that such Options are exercisable as to Vested Shares upon the Termination Date or as otherwise determined by the Committee. Such Options must be exercised by the Participant, if at all, as to all or
some of the Vested Shares calculated as of the Termination Date or such other date determined by the Committee, within three (3) months after the Termination Date (or within such shorter time period, not less than thirty (30) days, or
within such longer time period after the Termination Date as may be determined by the Committee, with any exercise beyond three (3) months after the Termination Date deemed to be an NQSO) but in any event, no later than the expiration date of
the Options. 
 (b) If the Participant is Terminated because of Participant’s death or Disability (or the Participant dies within
three (3) months after a Termination other than for Cause), then Participant’s Options may be exercised only to the extent that such Options are exercisable as to Vested Shares by Participant on the Termination Date or as otherwise
determined by the Committee. Such options must be exercised by Participant (or Participant’s legal representative or authorized assignee), if at all, as to all or some of the Vested Shares calculated as of the Termination Date or such other
date determined by the Committee, within twelve (12) months after the Termination Date (or within such shorter time period, not less than six (6) months, or within such longer time period after the Termination Date as may be determined by
the Committee, with any exercise beyond (i) three (3) months after the Termination Date when the Termination is for any reason other than the Participant’s death or disability, within the meaning of Section 22(e)(3) of the Code,
or (ii) twelve (12) months after the Termination Date when the Termination is for Participant’s disability, within the meaning of Section 22(e)(3) of the Code, deemed to be an NQSO) but in any event no later than the expiration
date of the Options. 
 (c) If the Participant is terminated for Cause, the Participant may exercise such Participant’s Options, but
not to an extent greater than such Options are exercisable as to Vested Shares upon the Termination Date and Participant’s Options shall expire on such Participant’s Termination Date, or at such later time and on such conditions as are
determined by the Committee. 
 5.7 Limitations on Exercise. The Committee may specify a reasonable minimum number of
Shares that may be purchased on any exercise of an Option, provided that such minimum number will not prevent Participant from exercising the Option for the full number of Shares for which it is then exercisable. 

5.8 Limitations on ISOs. The aggregate Fair Market Value (determined as of the date of grant) of Shares with respect to
which ISOs are exercisable for the first time by a Participant during any calendar year (under this Plan or under any other incentive stock option plan of the Company or any Parent or Subsidiary of the Company) will not exceed One Hundred Thousand
Dollars ($100,000). If the Fair Market Value of Shares on the date of grant 

  
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with respect to which ISOs are exercisable for the first time by a Participant during any calendar year exceeds One Hundred Thousand Dollars ($100,000), then the Options for the first One Hundred
Thousand Dollars ($100,000) worth of Shares to become exercisable in such calendar year will be ISOs and the Options for the amount in excess of One Hundred Thousand Dollars ($100,000) that become exercisable in that calendar year will be NQSOs. In
the event that the Code or the regulations promulgated thereunder are amended after the Effective Date (as defined in Section 19 hereof) to provide for a different limit on the Fair Market Value of Shares permitted to be subject to ISOs, then
such different limit will be automatically incorporated herein and will apply to any Options granted after the effective date of such amendment. 

5.9 Modification, Extension or Renewal. The Committee may modify, extend or renew outstanding Options and authorize the
grant of new Options in substitution therefor, provided that any such action may not, without the written consent of a Participant, impair any of such Participant’s rights under any Option previously granted. Any outstanding ISO that is
modified, extended, renewed or otherwise altered will be treated in accordance with Section 424(h) of the Code. Subject to Section 5.10 hereof, the Committee may reduce the Exercise Price of outstanding Options without the consent of
Participants by a written notice to them; provided, however, that the Exercise Price may not be reduced below the minimum Exercise Price that would be permitted under Section 5.4 hereof for Options granted on the date the action is taken to
reduce the Exercise Price; provided, further, that the Exercise Price will not be reduced below the par value of the Shares. 
 5.10
No Disqualification. Notwithstanding any other provision in this Plan, no term of this Plan relating to ISOs will be interpreted, amended or altered, nor will any discretion or authority granted under this Plan be exercised, so as to
disqualify this Plan under Section 422 of the Code or, without the consent of the Participant, to disqualify any Participant’s ISO under Section 422 of the Code. 

5.11 Information to Optionees. If the Company is relying on the exemption from registration under
Section 12(g) of the Exchange Act pursuant to Rule 12h-1(f)(1) promulgated under the Exchange Act, then the Company shall provide the Required Information (as defined below) in the manner required by Rule
12h-1(f)(1) to all optionees every six months until the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or is no longer relying on the exemption pursuant
to Rule 12h-1(f)(1); provided, that, prior to receiving access to the Required Information the optionee must agree to keep the Required Information confidential pursuant to a
written agreement in the form provided by the Company. For purposes of this Section 5.11, “Required Information” means the information described in Rules 701(e)(3), (4) and (5) under the Securities Act, with the
financial statements being as of a date not more than 180 days before the sale of securities to which it relates. 
 6.
RESTRICTED STOCK. A Restricted Stock Award is an offer by the Company to sell to an eligible person Shares that are subject to certain specified restrictions. The Committee will determine to whom an offer will be made, the
number of Shares the person may purchase, the Purchase Price, the restrictions to which the Shares will be subject, and all other terms and conditions of the Restricted Stock Award, subject to the following: 

  
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 6.1 Form of Restricted Stock Award. All purchases under a Restricted
Stock Award made pursuant to this Plan will be evidenced by an Award Agreement (“Restricted Stock Purchase Agreement”) that will be in such form (which need not be the same for each Participant) as the Committee will from
time to time approve, and will comply with and be subject to the terms and conditions of this Plan. The Restricted Stock Award will be accepted by the Participant’s execution and delivery of the Restricted Stock Purchase Agreement and full
payment for the Shares to the Company within thirty (30) days from the date the Restricted Stock Purchase Agreement is delivered to the person. If such person does not execute and deliver the Restricted Stock Purchase Agreement along with full
payment for the Shares to the Company within such thirty (30) days, then the offer will terminate, unless otherwise determined by the Committee. 

6.2 Purchase Price. The Purchase Price of Shares sold pursuant to a Restricted Stock Award will be determined by the
Committee. Payment of the Purchase Price must be made in accordance with Section 8 hereof. 
 6.3 Restrictions.
Restricted Stock Awards may be subject to the restrictions set forth in Section 12 hereof or such other restrictions not inconsistent with applicable state securities regulations. 

7. RESTRICTED STOCK UNITS. 

7.1 Awards of Restricted Stock Units. A Restricted Stock Unit (“RSU”) is an Award
covering a number of Shares that may be settled in cash, or by issuance of those Shares at a date in the future. No Purchase Price shall apply to an RSU settled in Shares. All grants of Restricted Stock Units will be evidenced by an Award Agreement
that will be in such form (which need not be the same for each Participant) as the Committee will from time to time approve, and will comply with and be subject to the terms and conditions of this Plan. 

7.2 Form and Timing of Settlement. To the extent permissible under applicable law, the Committee may permit
a Participant to defer payment under a RSU to a date or dates after the RSU is earned, provided that the terms of the RSU and any deferral satisfy the requirements of Section 409A of the Code (or any successor) and any
regulations or rulings promulgated thereunder. Payment may be made in the form of cash or whole Shares or a combination thereof, all as the Committee determines. 

7.3 Restrictions. RSU Awards may be subject to the restrictions set forth in Section 12 hereof or such
other restrictions not inconsistent with Section 25102(o) of the California Corporations Code. 
 8. PAYMENT FOR SHARE
PURCHASES. 
 8.1 Payment. Payment for Shares purchased pursuant to this Plan may be made in cash (by check)
or, where expressly approved for the Participant by the Committee and where permitted by law: 
 (a) by cancellation of indebtedness of the
Company owed to the Participant; 

  
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 (b) by surrender of shares that: (i) either (A) have been owned by Participant
for more than six (6) months and have been paid for within the meaning of SEC Rule 144 (and, if such shares were purchased from the Company by use of a promissory note, such note has been fully paid with respect to such shares) or
(B) were obtained by Participant in the public market and (ii) are clear of all liens, claims, encumbrances or security interests; 

(c) by tender of a full recourse promissory note having such terms as may be approved by the Committee and bearing interest at a rate
sufficient to avoid (i) imputation of income under Sections 483 and 1274 of the Code and (ii) unfavorable accounting treatment as determined by the Committee; provided, however, that Participants who are not employees or directors of
the Company will not be entitled to purchase Shares with a promissory note unless the note is adequately secured by collateral other than the Shares; provided, further, that the portion of the Exercise Price or Purchase Price, as the case may be,
equal to the par value of the Shares must be paid in cash or other legal consideration permitted by Delaware General Corporation Law; 

(d) by waiver of compensation due or accrued to the Participant from the Company for services rendered; 

(e) with respect only to purchases upon exercise of an Option, and provided that a public market for the Company’s stock exists: 

(i) through a “same day sale” commitment from the Participant and a broker-dealer that is a member of the National Association of
Securities Dealers (an “NASD Dealer”) whereby the Participant irrevocably elects to exercise the Option and to sell a portion of the Shares so purchased sufficient to pay the total Exercise Price, and whereby the NASD Dealer
irrevocably commits upon receipt of such Shares to forward the total Exercise Price directly to the Company; or 
 (ii) through a
“margin” commitment from the Participant and an NASD Dealer whereby the Participant irrevocably elects to exercise the Option and to pledge the Shares so purchased to the NASD Dealer in a margin account as security for a loan from the NASD
Dealer in the amount of the total Exercise Price, and whereby the NASD Dealer irrevocably commits upon receipt of such Shares to forward the total Exercise Price directly to the Company; or 

(f) by any combination of the foregoing. 

8.2 Loan Guarantees. The Committee may, in its sole discretion, elect to assist the Participant in paying for Shares
purchased under this Plan by authorizing a guarantee by the Company of a third-party loan to the Participant. 
 9. WITHHOLDING
TAXES. 
 9.1 Withholding Generally. Whenever Shares are to be issued in satisfaction of Awards granted under
this Plan, the Company may require the Participant to remit to the Company an amount sufficient to satisfy foreign, federal, state and local tax withholding requirements prior to the delivery of any certificate or certificates for such Shares.


  
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Whenever, under this Plan, payments in satisfaction of Awards are to be made in cash by the Company, such payment will be net of an amount sufficient to satisfy foreign, federal, state, and local
tax withholding requirements. 
 9.2 Stock Withholding. When, under applicable tax laws, a Participant incurs tax
liability in connection with the exercise or vesting of any Award that is subject to tax withholding and the Participant must pay the Company the amount required to be withheld, the Committee may in its sole discretion allow the Participant to
satisfy the minimum tax withholding obligation by electing to have the Company withhold from the Shares to be issued that minimum number of Shares having a Fair Market Value equal to the minimum amount required to be withheld, determined on the date
that the amount of tax to be withheld is to be determined; but in no event will the Company withhold Shares if such withholding would result in adverse accounting consequences to the Company. All elections by a Participant to have Shares withheld
for this purpose will be made in accordance with the requirements established by the Committee for such elections and be in writing in a form acceptable to the Committee. 

10. PRIVILEGES OF STOCK OWNERSHIP. 

10.1 Voting and Dividends. No Participant will have any of the rights of a stockholder with respect to any Shares until
the Shares are issued to the Participant. After Shares are issued to the Participant, the Participant will be a stockholder and have all the rights of a stockholder with respect to such Shares, including the right to vote and receive all dividends
or other distributions made or paid with respect to such Shares; provided, that if such Shares are Restricted Stock, then any new, additional or different securities the Participant may become entitled to receive with respect to such Shares by
virtue of a stock dividend, stock split or any other change in the corporate or capital structure of the Company will be subject to the same restrictions as the Restricted Stock. The Participant will have no right to retain such stock dividends or
stock distributions with respect to Unvested Shares that are repurchased pursuant to Section 12 hereof. To the extent required, the Company will comply with applicable state securities regulations with respect to the voting rights of Common
Stock. 
 10.2 Financial Statements. The Company will provide financial statements to each Participant annually during
the period such Participant has Awards outstanding, or as otherwise required under applicable state securities regulations. Notwithstanding the foregoing, the Company will not be required to provide such financial statements to Participants when
issuance of Awards is limited to key employees whose services in connection with the Company assure them access to equivalent information. 

11. TRANSFERABILITY. Except as permitted by the Committee, Awards granted under this Plan, and any interest
therein, will not be transferable or assignable by Participant, other than by will or by the laws of descent and distribution, and, with respect to NQSOs, by instrument to an inter vivos or testamentary trust in which the options are to be passed to
beneficiaries upon the death of the trustor (settlor), or by gift to “immediate family” as that term is defined in 17 C.F.R. 240.16a-1(e), and may not be made subject to execution, attachment or
similar process. During the lifetime of the Participant an Award will be exercisable only by the Participant or Participant’s legal representative and any elections with respect to an Award may be made only by the Participant or
Participant’s legal representative. For the avoidance of doubt, 

  
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the prohibition against assignment and transfer applies to an Option and, prior to exercise, the shares to be issued on exercise of an Option, and pursuant to the foregoing sentence shall be
understood to include, without limitation, a prohibition against any pledge, hypothecation, or other transfer, including any short position, any “put equivalent position” or any “call equivalent position” (in each case, as
defined in Rule 16a-1 promulgated under the Exchange Act. 
 12. RESTRICTIONS ON
SHARES. 
 12.1 Right of First Refusal. At the discretion of the Committee, the Company may reserve to itself
and/or its assignee(s) in the Award Agreement a right of first refusal to purchase all Shares that a Participant (or a subsequent transferee) may propose to transfer to a third party, unless otherwise not permitted by applicable state securities
regulations, provided that such right of first refusal terminates upon the Company’s initial public offering of Common Stock pursuant to an effective registration statement filed under the Securities Act. 

12.2 Right of Repurchase. At the discretion of the Committee, the Company may reserve to itself and/or its assignee(s) in
the Award Agreement a right to repurchase Unvested Shares held by a Participant for cash and/or cancellation of purchase money indebtedness owed to the Company by the Participant following such Participant’s Termination at any time within the
later of ninety (90) days after the Participant’s Termination Date and the date the Participant purchases Shares under the Plan at the Participant’s Exercise Price or Purchase Price, as the case may be. 

12.3 Agreement to Vote Shares. At the discretion of the Committee, the Company may require that as condition to the
receipt of the Shares upon issuance of an Award or exercise of an Option, that the Participant and any transferee of the Shares agree to vote such Shares, with respect to the election of directors in accordance with the terms of the Founders Voting
Agreement in substantially the form attached to the form of Restricted Stock Purchase Agreement or Stock Option Exercise Agreement, as appropriate. 

12.4 Restated Bylaws. Participant and any assignees and successors in interest of the Participate hereby
acknowledge and agree to be bound by any and all (i) restrictions on transfers of Options and Shares, and other Company securities and (ii) all other provisions, all as set forth in the Company’s Bylaws (as may be amended from time to
time). 
 13. CERTIFICATES. All certificates for Shares or other securities delivered under this Plan will be
subject to such stock transfer orders, legends and other restrictions as the Committee may deem necessary or advisable, including restrictions under any applicable federal, state or foreign securities law, or any rules, regulations and other
requirements of the SEC or any stock exchange or automated quotation system upon which the Shares may be listed or quoted. 
 14.
ESCROW; PLEDGE OF SHARES. To enforce any restrictions on a Participant’s Shares set forth in Section 12 hereof, the Committee may require the Participant to deposit all certificates representing Shares, together with
stock powers or other instruments of transfer approved by the Committee, appropriately endorsed in blank, with the Company or an agent designated by the Company to hold in escrow until such restrictions have lapsed or


  
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terminated. The Committee may cause a legend or legends referencing such restrictions to be placed on the certificates. Any Participant who is permitted to execute a promissory note as partial or
full consideration for the purchase of Shares under this Plan will be required to pledge and deposit with the Company all or part of the Shares so purchased as collateral to secure the payment of Participant’s obligation to the Company under
the promissory note; provided, however, that the Committee may require or accept other or additional forms of collateral to secure the payment of such obligation and, in any event, the Company will have full recourse against the Participant under
the promissory note notwithstanding any pledge of the Participant’s Shares or other collateral. In connection with any pledge of the Shares, Participant will be required to execute and deliver a written pledge agreement in such form as the
Committee will from time to time approve. The Shares purchased with the promissory note may be released from the pledge on a pro rata basis as the promissory note is paid. 

15. EXCHANGE AND BUYOUT OF AWARDS. The Committee may, at any time or from time to time, authorize the Company,
with the consent of the respective Participants, to issue new Awards in exchange for the surrender and cancellation of any or all outstanding Awards. The Committee may at any time buy from a Participant an Award previously granted with payment in
cash, shares of Common Stock of the Company (including Restricted Stock) or other consideration, based on such terms and conditions as the Committee and the Participant may agree. 

16. SECURITIES LAW AND OTHER REGULATORY COMPLIANCE. Although this Plan is intended to be a written compensatory
benefit plan within the meaning of Rule 701 promulgated under the Securities Act, grants may be made pursuant to this Plan that do not qualify for exemption under Rule 701 or other applicable state securities regulations. Any requirement of
this Plan which is required in law only because of certain applicable state securities regulations need not apply if the Committee so provides. An Award will not be effective unless such Award is in compliance with all applicable federal and state
securities laws, rules and regulations of any governmental body, and the requirements of any stock exchange or automated quotation system upon which the Shares may then be listed or quoted, as they are in effect on the date of grant of the Award and
also on the date of exercise or other issuance. Notwithstanding any other provision in this Plan, the Company will have no obligation to issue or deliver certificates for Shares under this Plan prior to (i) obtaining any approvals from
governmental agencies that the Company determines are necessary or advisable, and/or (ii) compliance with any exemption, completion of any registration or other qualification of such Shares under any state or federal law or ruling of any
governmental body that the Company determines to be necessary or advisable. The Company will be under no obligation to register the Shares with the SEC or to effect compliance with the exemption, registration, qualification or listing requirements
of any state securities laws, stock exchange or automated quotation system, and the Company will have no liability for any inability or failure to do so. 

17. NO OBLIGATION TO EMPLOY. Nothing in this Plan or any Award granted under this Plan will confer or be deemed to
confer on any Participant any right to continue in the employ of, or to continue any other relationship with, the Company or any Parent or Subsidiary of the Company or limit in any way the right of the Company or any Parent or Subsidiary of the
Company to terminate Participant’s employment or other relationship at any time, with or without Cause. 

  
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 18. CORPORATE TRANSACTIONS. 

18.1 Assumption or Replacement of Awards by Successor or Acquiring Company. In the event of (i) a dissolution
or liquidation of the Company, (ii) any reorganization, consolidation, merger or similar transaction or series of related transactions (each, a “combination transaction”)) in which the Company is a constituent
corporation or is a party if, as a result of such combination transaction, the voting securities of the Company that are outstanding immediately prior to the consummation of such combination transaction (other than any such securities
that are held by an “Acquiring Stockholder,” as defined below) do not represent, or are not converted into, securities of the surviving corporation of such combination transaction (or such surviving corporation’s parent corporation if
the surviving corporation is owned by the parent corporation) that, immediately after the consummation of such combination transaction, together possess at least a majority of the total voting power of all securities of such surviving
corporation (or its parent corporation, if applicable) that are outstanding immediately after the consummation of such combination transaction, including securities of such surviving corporation (or its parent corporation, if applicable) that are
held by the Acquiring Stockholder; or (iii) a sale of all or substantially all of the assets of the Company, that is followed by the distribution of the proceeds to the Company’s stockholders (such transactions, each a “Change
of Control”), any or all outstanding Awards may be assumed, converted or replaced by the successor or acquiring corporation (if any), which assumption, conversion or replacement will be binding on all Participants. In the alternative,
the successor or acquiring corporation in such Change of Control may substitute equivalent Awards or provide substantially similar consideration to Participants as was provided to stockholders of the Company (after taking into account the existing
provisions of the Awards). The successor or acquiring corporation in such Change of Control may also substitute by issuing, in place of outstanding Shares of the Company held by the Participant, substantially similar shares or other property subject
to repurchase restrictions and other provisions no less favorable to the Participant than those which applied to such outstanding Shares immediately prior to such transaction described in this Section 18.1. For purposes of this
Section 18.1, an “Acquiring Stockholder” means a stockholder or stockholders of the Company that (i) merges or combines with the Company in such combination transaction or (ii) owns or controls a majority
of another corporation that merges or combines with the Company in such combination transaction. In the event such successor or acquiring corporation (if any) in such Change of Control does not assume, convert, replace or substitute Awards, as
provided above, pursuant to a transaction described in this Section 18.1, then notwithstanding any other provision in this Plan to the contrary, the vesting of such Awards will accelerate and the Options will become exercisable in full prior to
the consummation of such event at such times and on such conditions as the Committee determines, and if such Options are not exercised prior to the consummation of the corporate transaction, they shall terminate in accordance with the provisions of
this Plan. 
 18.2 Other Treatment of Awards. Subject to any greater rights granted to Participants under the foregoing
provisions of this Section 18, in the event of the occurrence of any transaction described in Section 18.1 hereof, any outstanding Awards will be treated as provided in the applicable agreement or plan of reorganization, merger,
consolidation, dissolution, liquidation or sale of assets. 

  
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 18.3 Assumption of Awards by the Company. The Company, from time to
time, also may substitute or assume outstanding awards granted by another company, whether in connection with an acquisition of such other company or otherwise, by either (i) granting an Award under this Plan in substitution of such other
company’s award or (ii) assuming such award as if it had been granted under this Plan if the terms of such assumed award could be applied to an Award granted under this Plan. Such substitution or assumption will be permissible if the
holder of the substituted or assumed award would have been eligible to be granted an Award under this Plan if the other company had applied the rules of this Plan to such grant. In the event the Company assumes an award granted by another company,
the terms and conditions of such award will remain unchanged (except that the exercise price and the number and nature of shares issuable upon exercise of any such option will be adjusted appropriately pursuant to Section 424(a) of the Code).
In the event the Company elects to grant a new Option rather than assuming an existing option, such new Option may be granted with a similarly adjusted Exercise Price. 

19. ADOPTION AND STOCKHOLDER APPROVAL. This Plan will become effective on the date that it is adopted by the Board
(the “Effective Date”). This Plan will be approved by the stockholders of the Company (excluding Shares issued pursuant to this Plan), consistent with applicable laws, within twelve (12) months before or after the
Effective Date. Upon the Effective Date, the Board may grant Awards pursuant to this Plan; provided, however, that: (i) no Option may be exercised prior to initial stockholder approval of this Plan; (ii) no Option granted pursuant to an
increase in the number of Shares approved by the Board shall be exercised prior to the time such increase has been approved by the stockholders of the Company; (iii) in the event that initial stockholder approval is not obtained within the time
period provided herein, all Awards granted hereunder shall be canceled, any Shares issued pursuant to any Award shall be canceled and any purchase of Shares issued hereunder shall be rescinded; and (iv) Awards granted pursuant to an increase in
the number of Shares approved by the Board which increase is not timely approved by stockholders shall be canceled, any Shares issued pursuant to any such Awards shall be canceled, and any purchase of Shares subject to any such Award shall be
rescinded. 
 20. TERM OF PLAN/GOVERNING LAW. Unless earlier terminated as provided herein, this Plan will
terminate ten (10) years from the Effective Date or, if earlier, the date of stockholder approval. This Plan and all agreements hereunder shall be governed by and construed in accordance with the laws of the State of Delaware. 

21. AMENDMENT OR TERMINATION OF PLAN. Subject to Section 5.9 hereof, the Board may at any time terminate or amend
this Plan in any respect, including without limitation amendment of any form of Award Agreement or instrument to be executed pursuant to this Plan; provided, however, that the Board will not, without the approval of the stockholders of the Company,
amend this Plan in any manner that requires such stockholder approval pursuant to applicable state securities regulations, or with respect to those provisions of the Code (and the regulations promulgated thereunder) that apply to plan that permit
the grant of ISOs. 
 22. NONEXCLUSIVITY OF THE PLAN. Neither the adoption of this Plan by the Board, the
submission of this Plan to the stockholders of the Company for approval, nor any provision of this Plan will be construed as creating any limitations on the power of the Board to 

  
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adopt such additional compensation arrangements as it may deem desirable, including, without limitation, the granting of stock options and other equity awards otherwise than under this Plan, and
such arrangements may be either generally applicable or applicable only in specific cases. 
 23. DEFINITIONS.
As used in this Plan, the following terms will have the following meanings: 
 “Award” means any award under this
Plan, including any Option, RSU or Restricted Stock Award. 
 “Award Agreement” means, with respect to each Award,
the signed written agreement between the Company and the Participant setting forth the terms and conditions of the Award, including the Notice of Stock Option Grant, Stock Option Agreement, RSU Agreement and Restricted Stock Agreement. 

“Board” means the Board of Directors of the Company. 

“Cause” means Termination because of (i) any willful, material violation by the Participant of any law or
regulation applicable to the business of the Company or a Parent or Subsidiary of the Company, the Participant’s conviction for, or guilty plea to, a felony or a crime involving moral turpitude, or any willful perpetration by the Participant of
a common law fraud, (ii) the Participant’s commission of an act of personal dishonesty which involves personal profit in connection with the Company or any other entity having a business relationship with the Company, (iii) any
material breach by the Participant of any provision of any agreement or understanding between the Company or any Parent or Subsidiary of the Company and the Participant regarding the terms of the Participant’s service as an employee, officer,
director or consultant to the Company or a Parent or Subsidiary of the Company, including without limitation, the willful and continued failure or refusal of the Participant to perform the material duties required of such Participant as an employee,
officer, director or consultant of the Company or a Parent or Subsidiary of the Company, other than as a result of having a Disability, or a breach of any applicable invention assignment and confidentiality agreement or similar agreement between the
Company or a Parent or Subsidiary of the Company and the Participant, (iv) Participant’s disregard of the policies of the Company or any Parent or Subsidiary of the Company so as to cause loss, damage or injury to the property, reputation
or employees of the Company or a Parent or Subsidiary of the Company, or (v) any other misconduct by the Participant which is materially injurious to the financial condition or business reputation of, or is otherwise materially injurious to,
the Company or a Parent or Subsidiary of the Company. 
 “Code” means the Internal Revenue Code of 1986, as amended.

 “Committee” means the committee created and appointed by the Board to administer this Plan, or if no committee is
created and appointed, the Board. 
 “Company” means Airbnb, Inc., a Delaware corporation, or any successor
corporation. 
 “Disability” means a disability, whether temporary or permanent, partial or total, as determined by
the Committee. 

  
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 “Exchange Act” means the Securities Exchange Act of 1934, as
amended. 
 “Exercise Price” means the price at which a holder of an Option may purchase the Shares issuable upon
exercise of the Option. 
 “Fair Market Value” means, as of any date, the value of a share of the Company’s
Common Stock determined as follows: 
 (a) if such Common Stock is then quoted on the Nasdaq National Market, its closing price on the
Nasdaq National Market on the date of determination as reported in The Wall Street Journal; 
 (b) if such Common Stock is publicly
traded and is then listed on a national securities exchange, its closing price on the date of determination on the principal national securities exchange on which the Common Stock is listed or admitted to trading as reported in The Wall Street
Journal; 
 (c) if such Common Stock is publicly traded but is not quoted on the Nasdaq National Market nor listed or admitted to
trading on a national securities exchange, the average of the closing bid and asked prices on the date of determination as reported by The Wall Street Journal (or, if not so reported, as otherwise reported by any newspaper or other source as
the Board may determine); or 
 (d) if none of the foregoing is applicable, by the Committee in good faith. 

“Option” means an award of an option to purchase Shares pursuant to Section 5 hereof. 

“Parent” means any corporation (other than the Company) in an unbroken chain of corporations ending with the Company
if each of such corporations other than the Company owns stock representing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. 

“Participant” means a person who receives an Award under this Plan. 

“Plan” means this 2008 Airbnb, Inc. Equity Incentive Plan, as amended from time to time. 

“Purchase Price” means the price at which a Participant may purchase Restricted Stock. 

“Restricted Stock” means Shares purchased pursuant to a Restricted Stock Award. 

“Restricted Stock Award” means an award of Shares pursuant to Section 6 hereof. 

“Restricted Stock Unit” or “RSU” means an award made pursuant to Section 7. 

  
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 “SEC” means the Securities and Exchange Commission. 

“Securities Act” means the Securities Act of 1933, as amended. 

“Shares” means shares of the Company’s Class B Common Stock, $0.0001 par value, reserved for issuance
under this Plan, as adjusted pursuant to Sections 2 and 18 hereof, and any successor security. 
 “Subsidiary”
means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company if each of the corporations other than the last corporation in the unbroken chain owns stock representing fifty percent (50%) or more of
the total combined voting power of all classes of stock in one of the other corporations in such chain. 

“Termination” or “Terminated” means, for purposes of this Plan with respect to a Participant,
that the Participant has for any reason ceased to provide services as an employee, officer, director or consultant to the Company or a Parent or Subsidiary of the Company. A Participant will not be deemed to have ceased to provide services in the
case of (i) sick leave, (ii) military leave, or (iii) any other leave of absence approved by the Committee, provided that such leave is for a period of not more than ninety (90) days (a) unless reinstatement (or, in the case
of an employee with an ISO, reemployment) upon the expiration of such leave is guaranteed by contract or statute, or (b) unless provided otherwise pursuant to formal policy adopted from time to time by the Company’s Board and issued and
promulgated in writing. In the case of any Participant on (i) sick leave, (ii) military leave or (iii) an approved leave of absence, the Committee may make such provisions respecting suspension of vesting of the Award while on leave
from the Company or a Parent or Subsidiary of the Company as it may deem appropriate, except that in no event may an Option be exercised after the expiration of the term set forth in the Stock Option Agreement. The Committee will have sole
discretion to determine whether a Participant has ceased to provide services and the effective date on which the Participant ceased to provide services (the “Termination Date”). 

“Unvested Shares” means “Unvested Shares” as defined in the Award Agreement. 

“Vested Shares” means “Vested Shares” as defined in the Award Agreement. 

  
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