Exhibit 10.18


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


ChargePoint,
Inc.


 


 


 


2017
Stock Plan


 


 


 


Adopted
on December 21, 2017,

as Amended as of March 18, 2020


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 




    


     


    

 


TABLE OF CONTENTS


 


	 	 	Page
	 	 	 
	SECTION 1.	ESTABLISHMENT AND PURPOSE	1
	 	 	 
	SECTION 2.	ADMINISTRATION	1
	(a)	Committees of the Board of Directors	1
	(b)	Authority of the Board of Directors	1
	 	 	 
	SECTION 3.	ELIGIBILITY	1
	(a)	General Rule	1
	(b)	Ten-Percent Stockholders	1
	 	 	 
	SECTION 4.	STOCK SUBJECT TO PLAN	2
	(a)	Basic Limitation	2
	(b)	Additional Shares	2
	 	 	 
	SECTION 5.	TERMS AND CONDITIONS OF AWARDS OR SALES	2
	(a)	Stock Grant or Purchase Agreement	2
	(b)	Duration of Offers and Nontransferability of Rights	3
	(c)	Purchase Price	3
	 	 	 
	SECTION 6.	TERMS AND CONDITIONS OF OPTIONS	3
	(a)	Stock Option Agreement	3
	(b)	Number of Shares	3
	(c)	Exercise Price	3
	(d)	Vesting and Exercisability	4
	(e)	Basic Term	4
	(f)	Termination of Service (Except by Death)	4
	(g)	Leaves of Absence	4
	(h)	Death of Optionee	5
	(i)	Restrictions on Transfer of Options	5
	(j)	No Rights as a Stockholder	5
	(k)	Modification, Extension and Assumption of Options	5
	(l)	Company’s Right to Cancel Certain Options	5
	 	 	 
	SECTION 7.	TERMS AND CONDITIONS OF RESTRICTED STOCK UNITS	6
	(a)	Restricted Stock Unit Agreement	6
	(b)	Payment for Restricted Stock Units	6
	(c)	Vesting Conditions	6
	(d)	Forfeiture	6
	(e)	Voting and Dividend Rights	6
	(f)	Form and Time of Settlement of Restricted Stock Units	6
	(g)	Death of Recipient	6
	(h)	Creditors’ Rights	7
	(i)	Modification, Extension and Assumption of Restricted Stock Units	7
	(j)	Restrictions on Transfer of Restricted Stock Units	7



 






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	SECTION 8.	PAYMENT FOR SHARES	7
	(a)	General Rule	7
	(b)	Services Rendered	7
	(c)	Promissory Note	7
	(d)	Surrender of Stock	7
	(e)	Cashless Exercise	8
	(f)	Net Exercise	8
	(g)	Other Forms of Payment	8
	 	 	 
	SECTION 9.	ADJUSTMENT OF SHARES	8
	(a)	General	8
	(b)	Corporate Transactions	9
	(c)	Dissolution or Liquidation	10
	(d)	Reservation of Rights	10
	 	 	 
	SECTION 10.	MISCELLANEOUS PROVISIONS	10
	(a)	Securities Law Requirements	10
	(b)	No Retention Rights	10
	(c)	Treatment as Compensation	10
	(d)	Governing Law	11
	(e)	Conditions and Restrictions on Shares	11
	(f)	Tax Matters	11
	 	 	 
	SECTION 11.	DURATION AND AMENDMENTS; STOCKHOLDER APPROVAL	12
	(a)	Term of the Plan	12
	(b)	Right to Amend or Terminate the Plan	12
	(c)	Effect of Amendment or Termination	12
	(d)	Stockholder Approval	12
	 	 	 
	SECTION 12.	DEFINITIONS	12


 




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ChargePoint,
Inc. 2017 Stock Plan


 


SECTION
1.ESTABLISHMENT AND PURPOSE.


 


The purpose of this Plan
is to attract, incentivize and retain Employees, Outside Directors and Consultants through the grant of Awards. The Plan provides
for the direct award or sale of Shares, the grant of Options to purchase Shares and the grant of Restricted Stock Units to acquire
Shares. Options granted under the Plan may be ISOs intended to qualify under Code Section 422 or NSOs which are not intended
to so qualify.


 


Capitalized terms are
defined in Section 12.


 


SECTION
2.ADMINISTRATION.


 


(a) Committees
of the Board of Directors. The Plan may be administered
by one or more Committees. Each Committee shall consist, as required by applicable law, of one or more members of the Board of
Directors who have been appointed by the Board of Directors. Each Committee shall have such authority and be responsible for such
functions as the Board of Directors has assigned to it. If no Committee has been appointed, the entire Board of Directors shall
administer the Plan. Any reference to the Board of Directors in the Plan shall be construed as a reference to the Committee (if
any) to whom the Board of Directors has assigned a particular function. 


 


(b) Authority
of the Board of Directors. Subject to the provisions of the Plan, the
Board of Directors shall have full authority and discretion to take any actions it deems necessary or advisable for the administration
of the Plan. Notwithstanding anything to the contrary in the Plan, with respect to the terms and conditions of awards granted to
Participants outside the United States, the Board of Directors may vary from the provisions of the Plan to the extent it determines
it necessary and appropriate to do so; provided that it may not vary from those Plan terms requiring stockholder approval pursuant
to Section 11(d) below. All decisions, interpretations and other actions of the Board of Directors shall be final and binding on
all Participants and all persons deriving their rights from a Participant.


 


SECTION
3.ELIGIBILITY.


 


(a) General
Rule. Employees, Outside Directors and Consultants shall be eligible for
the grant of Awards other than ISOs.1
Only Employees shall be eligible for the grant of
ISOs. 


 


(b) Ten-Percent
Stockholders. A person who owns more than 10% of the total combined voting
power of all classes of outstanding stock of the Company, its Parent or any of its Subsidiaries shall not be eligible for the grant
of an ISO unless (i) the Exercise Price is at least 110% of the Fair Market Value of a Share on the Date of Grant and (ii) such
ISO by its terms is not exercisable after the expiration of five years from the Date of Grant. For purposes of this Subsection (b),
in determining stock ownership, the attribution rules of Code Section 424(d) shall be applied.


 


 







 



1
Note that special considerations apply if the Company proposes to grant awards to an Employee or Consultant of a Parent company.


 




    


     


    

 


SECTION
4.STOCK SUBJECT TO PLAN.


 


(a) Basic
Limitation. The number of Shares that may be issued under the Plan, subject
to Subsection (b) below and Section 9(a), shall not exceed the sum of (i) 32,454,289 shares of Common Stock, plus (ii)
any shares of Common Stock subject to outstanding awards under the Company’s 2007 Stock Incentive Plan (the “Old Plan”)
as of the date hereof that subsequently expire or lapse unexercised or unpurchased and shares of Common Stock issued pursuant to
awards granted under the Old Plan that are outstanding as of the date hereof that are subsequently forfeited to or repurchased
by the Company due to failure to vest; provided, however, that no more than 11,775,302 shares of Common Stock, in the aggregate,
shall be added to the Plan pursuant to clause (ii) above. All of these Shares may be issued upon the exercise of ISOs2.
The Company, during the term of the Plan, shall at all times reserve and keep available sufficient Shares to satisfy the requirements
of the Plan. Shares offered under the Plan may be authorized but unissued Shares or treasury Shares.


 


(b) Additional
Shares. In the event that Shares previously issued under the Plan are
forfeited to or repurchased by the Company due to failure to vest, such Shares shall be added to the number of Shares then available
for issuance under the Plan. In the event that Shares that otherwise would have been issuable under the Plan are withheld by the
Company in payment of the Purchase Price, Exercise Price or withholding taxes, such Shares shall remain available for issuance
under the Plan. In the event that an outstanding Option, Restricted Stock Unit or other right for any reason expires or is canceled,
the Shares allocable to the unexercised or unsettled portion of such Option, Restricted Stock Unit or other right shall remain
available for issuance under the Plan. To the extent an Award is settled in cash, the cash settlement shall not reduce the number
of Shares remaining available for issuance under the Plan. Notwithstanding the foregoing, in the case of ISOs, this Subsection
(b) shall be subject to any limitations imposed under Section 422 of the Code and the treasury regulations thereunder.


 


SECTION
5.TERMS AND CONDITIONS OF AWARDS OR SALES.


 


(a) Stock
Grant or Purchase Agreement. Each award of Shares under the Plan shall
be evidenced by a Stock Grant Agreement between the Grantee and the Company. Each sale of Shares under the Plan (other than upon
exercise of an Option) shall be evidenced by a Stock Purchase Agreement between the Purchaser and the Company. Such award or sale
shall be subject to all applicable terms and conditions of the Plan and may be subject to any other terms and conditions which
are not inconsistent with the Plan and which the Board of Directors deems appropriate for inclusion in a Stock Grant Agreement
or Stock Purchase Agreement. The provisions of the various Stock Grant Agreements and Stock Purchase Agreements entered into under
the Plan need not be identical.


 


 





 



2
Reflects increases to the reserve through August 15, 2019.


 




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(b) Duration
of Offers and Nontransferability of Rights. Any right to purchase Shares
under the Plan (other than an Option) shall automatically expire if not exercised by the Purchaser within 30 days (or such other
period as may be specified in the Award Agreement) after the grant of such right was communicated to the Purchaser by the Company.
Such right is not transferable and may be exercised only by the Purchaser to whom such right was granted.


 


(c) Purchase
Price. The Board of Directors shall determine the Purchase Price of Shares
to be offered under the Plan at its sole discretion. The Purchase Price shall be payable in a form described in Section 8.


 


SECTION
6.TERMS AND CONDITIONS OF OPTIONS.


 


(a) Stock
Option Agreement. Each grant of an Option under the Plan shall be evidenced
by a Stock Option Agreement between the Optionee and the Company. The Option shall be subject to all applicable terms and conditions
of the Plan and may be subject to any other terms and conditions that are not inconsistent with the Plan and that the Board of
Directors deems appropriate for inclusion in a Stock Option Agreement. The provisions of the various Stock Option Agreements entered
into under the Plan need not be identical.


 


(b) Number
of Shares. Each Stock Option Agreement shall specify the number of Shares
that are subject to the Option and shall provide for the adjustment of such number in accordance with Section 9. The Stock
Option Agreement shall also specify whether the Option is an ISO or an NSO.


 


(c) Exercise
Price. 


 


(i) General.
Each Stock Option Agreement shall specify the Exercise Price, which shall be payable in a form described in Section 8. Subject
to the remaining provisions of this Subsection (c), the Exercise Price shall be determined by the Board of Directors in its sole
discretion.


 


(ii) ISOs.
The Exercise Price of an ISO shall not be less than 100% of the Fair Market Value of a Share on the Date of Grant, and a higher
percentage may be required by Section 3(b). This Subsection (c)(ii) shall not apply to an ISO granted pursuant to an
assumption of, or substitution for, another incentive stock option in a manner that complies with Code Section 424(a).


 


(iii) NSOs.
Except as specifically set forth in this Subsection (c)(iii), the Exercise Price of an NSO shall not be less than 100% of the Fair
Market Value of a Share on the Date of Grant. This Subsection (c)(iii) shall not apply to an NSO granted to a person who is not
a U.S. taxpayer on the Date of Grant or to an NSO that is intended to be exempt from Code Section 409A as a “short-term deferral”
or to comply with the requirements of Code Section 409A. In addition, this Subsection (c)(iii) shall not apply to an NSO granted
pursuant to an assumption of, or substitution for, another stock option in a manner that complies with Code Section 409A.


 




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(d) Vesting
and Exercisability. Each Stock Option Agreement shall specify the date
when all or any installment of the Option is to become vested and exercisable. No Option shall be exercisable unless the Optionee
(i) has delivered an executed copy of the Stock Option Agreement to the Company or (ii) otherwise agrees to be bound
by the terms of the Stock Option Agreement. The Board of Directors shall determine the vesting and exercisability provisions of
the Stock Option Agreement at its sole discretion. 


 


(e) Basic
Term. The Stock Option Agreement shall specify the term of the Option.
The term shall not exceed 10 years from the Date of Grant, and in the case of an ISO, a shorter term may be required by Section 3(b).
Subject to the preceding sentence, the Board of Directors at its sole discretion shall determine when an Option is to expire.


 


(f) Termination
of Service (Except by Death). If an Optionee’s Service terminates
for any reason other than the Optionee’s death, then the Optionee’s Options shall expire on the earliest of the following
dates:


 


(i) The
expiration date determined pursuant to Subsection (e) above;


 


(ii) The
date three months after the termination of the Optionee’s Service for any reason other than Disability, or such earlier or
later date as the Board of Directors may determine (but in no event earlier than 30 days after the termination of the Optionee’s
Service); or


 


(iii) The
date six months after the termination of the Optionee’s Service by reason of Disability, or such later date as the Board
of Directors may determine.


 


The Optionee may exercise all or part of
the Optionee’s Options at any time before the expiration of such Options under the preceding sentence, but only to the extent
that such Options had become exercisable before the Optionee’s Service terminated (or became exercisable as a result of the
termination) and the underlying Shares had vested before the Optionee’s Service terminated (or vested as a result of the
termination). The balance of such Options shall lapse when the Optionee’s Service terminates. In the event that the Optionee
dies after the termination of the Optionee’s Service but before the expiration of the Optionee’s Options, all or part
of such Options may be exercised (prior to expiration) by the executors or administrators of the Optionee’s estate or by
any person who has acquired such Options directly from the Optionee by beneficiary designation, bequest or inheritance, but only
to the extent that such Options had become exercisable before the Optionee’s Service terminated (or became exercisable as
a result of the termination) and the underlying Shares had vested before the Optionee’s Service terminated (or vested as
a result of the termination).


 


(g) Leaves
of Absence. For purposes of Subsection (f) above, Service shall be
deemed to continue while the Optionee is on a bona fide leave of absence approved by the Company in writing. 


 




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(h) Death
of Optionee. If an Optionee dies while the Optionee is in Service, then
the Optionee’s Options shall expire on the earlier of the following dates:


 


(i) The
expiration date determined pursuant to Subsection (e) above; or


 


(ii) The
date 12 months after the Optionee’s death, or such earlier or later date as the Board of Directors may determine (but in
no event earlier than six months after the Optionee’s death).


 


All or part of the Optionee’s Options
may be exercised at any time before the expiration of such Options under the preceding sentence by the executors or administrators
of the Optionee’s estate or by any person who has acquired such Options directly from the Optionee by beneficiary designation,
bequest or inheritance, but only to the extent that such Options had become exercisable before the Optionee’s death (or became
exercisable as a result of the death) and the underlying Shares had vested before the Optionee’s death (or vested as a result
of the Optionee’s death). The balance of such Options shall lapse when the Optionee dies.


 


(i) Restrictions
on Transfer of Options. An Option shall be transferable by the Optionee
only by (i) a beneficiary designation, (ii) a will or (iii) the laws of descent and distribution, except as provided
in the next sentence. If the Board of Directors so provides, in a Stock Option Agreement or otherwise, an NSO may be transferable
to the extent permitted by Rule 701 under the Securities Act. An ISO may be exercised during the lifetime of the Optionee only
by the Optionee or by the Optionee’s guardian or legal representative. 


 


(j) No
Rights as a Stockholder. An Optionee, or a transferee of an Optionee,
shall have no rights as a stockholder with respect to any Shares covered by the Optionee’s Option until such person submits
a notice of exercise, pays the Exercise Price and satisfies all applicable withholding taxes pursuant to the terms of such Option.


 


(k) Modification,
Extension and Assumption of Options. Within the limitations of the Plan,
the Board of Directors may modify, reprice, extend or assume outstanding Options or may accept the cancellation of outstanding
options (whether granted by the Company or another issuer) in return for the grant of new Options or a different type of award
for the same or a different number of Shares and at the same or a different Exercise Price (if applicable). The foregoing notwithstanding,
no modification of an option shall, without the consent of the Optionee, impair the Optionee’s rights or increase the Optionee’s
obligations under such Option; provided, however, that a modification of an Option that is otherwise favorable to the Optionee
(for example, providing the Optionee with additional time to exercise the Option after termination of employment or providing for
additional forms of payment) but causes the Option to lose its tax-favored status (for example, as an ISO) shall not require the
consent of the Optionee. 


 


(l) Company’s
Right to Cancel Certain Options. Any other provision
of the Plan or a Stock Option Agreement notwithstanding, the Company shall have the right at any time to cancel an Option that
was not granted in compliance with Rule 701 under the Securities Act. Prior to canceling such Option, the Company shall give
the Optionee not less than 30 days’ notice in writing. If the Company elects to cancel such Option, it shall deliver to the
Optionee consideration with an aggregate value equal to the excess of (i) the Fair Market Value of the Shares subject to such
Option as of the time of the cancellation over (ii) the Exercise Price of such Option. The consideration may be delivered
in the form of cash or cash equivalents, in the form of Shares, or a combination of both. If the consideration would be a negative
amount, such Option may be cancelled without the delivery of any consideration.


 




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SECTION
7.TERMS AND CONDITIONS OF RESTRICTED STOCK UNITS


 


(a) Restricted
Stock Unit Agreement. Each grant of Restricted Stock
Units under the Plan shall be evidenced by a Restricted Stock Unit Agreement between the recipient and the Company. Such Restricted
Stock Units shall be subject to all applicable terms and conditions of the Plan and may be subject to any other terms and conditions
that are not inconsistent with the Plan and which the Board of Directors deems appropriate for inclusion in a Restricted Stock
Unit Agreement. The provisions of the various Restricted Stock Unit Agreements entered into under the Plan need not be identical.



 


(b) Payment
for Restricted Stock Units. No cash consideration
shall be required of the recipient in connection with the grant of Restricted Stock Units.


 


(c) Vesting
Conditions. Each Restricted Stock Unit Agreement
shall specify the vesting requirements applicable to the Restricted Stock Units subject thereto, which the Board of Directors shall
determine in its sole discretion. 


 


(d) Forfeiture.
Unless a Restricted Stock Unit Agreement provides otherwise, upon termination of the recipient’s Service and upon such other
times specified in the Restricted Stock Unit Agreement, any unvested Restricted Stock Units shall be forfeited to the Company.



 


(e) Voting
and Dividend Rights. The holders of Restricted Stock
Units shall have no voting rights. Prior to settlement or forfeiture, any Restricted Stock Unit granted under the Plan may, at
the discretion of the Board of Directors, carry with it a right to dividend equivalents. Such right entitles the holder to be credited
with an amount equal to all cash dividends paid on one Share while the Restricted Stock Unit is outstanding. Dividend equivalents
may be converted into additional Restricted Stock Units. Settlement of dividend equivalents may be made in the form of cash, in
the form of Shares, or in a combination of both. Prior to distribution, any dividend equivalents that are not paid shall be subject
to the same conditions and restrictions as the Restricted Stock Units to which they attach.


 


(f) Form
and Time of Settlement of Restricted Stock Units.
Settlement of vested Restricted Stock Units may be made in the form of (i) cash, (ii) Shares or (iii) any combination of both,
as determined by the Board of Directors. The actual number of Restricted Stock Units eligible for settlement may be larger or smaller
than the number included in the original award, based on predetermined performance factors. Vested Restricted Stock Units shall
be settled in such manner and at such time(s) as specified in the Restricted Stock Unit Agreement. Until Restricted Stock Units
are settled, the number of Shares represented by such Restricted Stock Units shall be subject to adjustment pursuant to Section
9.


 


(g) Death
of Recipient. Any Restricted Stock Units that become
distributable after the Participant’s death shall be distributed to the Participant’s estate or to any person who has
acquired such Restricted Stock Units directly from the recipient by beneficiary designation, bequest or inheritance. 


 




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(h) Creditors’
Rights. A holder of Restricted Stock Units shall
have no rights other than those of a general creditor of the Company. Restricted Stock Units represent an unfunded and unsecured
obligation of the Company, subject to the terms and conditions of the applicable Restricted Stock Unit Agreement.


 


(i) Modification,
Extension and Assumption of Restricted Stock Units.
Within the limitations of the Plan, the Board of Directors may modify, extend or assume outstanding restricted stock units (whether
granted by the Company or a different issuer). The foregoing notwithstanding, no modification of a Restricted Stock Unit shall,
without the consent of the Participant, impair the Participant’s rights or increase the Participant’s obligations under
such Restricted Stock Unit.


 


(j) Restrictions
on Transfer of Restricted Stock Units. A Restricted
Stock Unit shall be transferable by the Participant only by (i) a beneficiary designation, (ii) a will or (iii) the laws of descent
and distribution, except as provided in the next sentence. In addition, if the Board of Directors so provides, in a Restricted
Stock Unit Agreement or otherwise, a Restricted Stock Unit shall also be transferable to the extent permitted by Rule 701 under
the Securities Act. 


 


SECTION
8.PAYMENT FOR SHARES.


 


(a) General
Rule. The entire Purchase Price or Exercise Price of Shares issued under
the Plan shall be payable in cash or cash equivalents at the time when such Shares are purchased, except as otherwise provided
in this Section 8. In addition, the Board of Directors in its sole discretion may also permit payment through any of the methods
described in (b) through (g) below. 


 


(b) Services
Rendered. Shares may be awarded under the Plan in consideration of services
rendered to the Company, a Parent or a Subsidiary prior to the award.


 


(c) Promissory
Note. All or a portion of the Purchase Price or Exercise Price (as the
case may be) of Shares issued under the Plan may be paid with a promissory note. The Shares shall be pledged as security for payment
of the principal amount of the promissory note and interest thereon. The interest rate payable under the terms of the promissory
note shall not be less than the minimum rate (if any) required to avoid the imputation of additional interest under the Code. Subject
to the foregoing, the Board of Directors in its sole discretion shall specify the term, interest rate, recourse, amortization requirements
(if any) and other provisions of such note.


 


(d) Surrender
of Stock. All or any part of the Exercise Price may be paid by surrendering,
or attesting to the ownership of, Shares that are already owned by the Optionee. Such Shares shall be surrendered to the Company
in good form for transfer and shall be valued at their Fair Market Value as of the date when the Option is exercised.


 




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(e) Cashless
Exercise. All or part of the Exercise Price and any withholding taxes
may be paid pursuant to a cashless exercise arrangement (whether through a securities broker or otherwise) established by the Company
whereby Shares subject to an Option are sold and all or part of the sale proceeds are delivered to the Company. 


 


(f) Net
Exercise.  An Option may permit exercise through
a “net exercise” arrangement pursuant to which the Company will reduce the number of Shares issued upon exercise by
the largest whole number of Shares having an aggregate Fair Market Value (determined by the Board of Directors as of the exercise
date) that does not exceed the aggregate Exercise Price or the sum of the aggregate Exercise Price and any withholding taxes (with
the Company accepting from the Optionee payment of cash or cash equivalents to satisfy any remaining balance of the aggregate Exercise
Price and, if applicable, any additional withholding obligation not satisfied through such reduction in Shares); provided
that to the extent Shares subject to an Option are withheld in this manner, the number of Shares subject to the Option following
the net exercise will be reduced by the sum of the number of Shares withheld and the number of Shares delivered to the Optionee
as a result of the exercise.


 


(g) Other
Forms of Payment. To the extent that an Award Agreement so provides, the
Purchase Price or Exercise Price of Shares issued under the Plan may be paid in any other form permitted by the Delaware General
Corporation Law, as amended.


 


SECTION
9.ADJUSTMENT OF SHARES.


 


(a) General.
In the event of a subdivision of the outstanding Stock, a declaration of a dividend payable in Shares, a combination or consolidation
of the outstanding Stock into a lesser number of Shares, a reclassification, or any other increase or decrease in the number of
issued shares of Stock effected without receipt of consideration by the Company, proportionate adjustments shall automatically
be made, as applicable, in each of (i) the number and kind of Shares available for future grants under Section 4, (ii) the
number and kind of Shares covered by each outstanding Option, Award of Restricted Stock Units and any outstanding and unexercised
right to purchase Shares that has not yet expired pursuant to Section 5(b), (iii) the Exercise Price under each outstanding
Option and the Purchase Price applicable to any unexercised stock purchase right described in clause (ii) above, and (iv) any repurchase
price that applies to Shares granted under the Plan pursuant to the terms of a Company repurchase right under the applicable Award
Agreement. In the event of a declaration of an extraordinary dividend payable in a form other than Shares in an amount that has
a material effect on the Fair Market Value of the Stock, a recapitalization, a spin-off, or a similar occurrence, the Board of
Directors at its sole discretion may make appropriate adjustments in one or more of the items listed in clauses (i) through (iv)
above; provided, however, that the Board of Directors shall in any event make such adjustments as may be required by Section 25102(o)
of the California Corporations Code to the extent the Company is relying on the exemption afforded thereunder with respect to an
Award. No fractional Shares shall be issued under the Plan as a result of an adjustment under this Section 9(a), although the Board
of Directors in its sole discretion may make a cash payment in lieu of fractional Shares.


 




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(b) Corporate
Transactions. In the event that the Company is a party to a merger or consolidation, or in the
event of a sale of all or substantially all of the Company’s stock or assets, all Shares acquired under the Plan and all
Awards outstanding on the effective date of the transaction shall be treated in the manner described in the definitive transaction
agreement (or, in the event the transaction does not entail a definitive agreement to which the Company is party, in the manner
determined by the Board of Directors in its capacity as administrator of the Plan, with such determination having final and binding
effect on all parties), which agreement or determination need not treat all Awards (or all portions of an Award) in an identical
manner. The treatment specified in the transaction agreement or as determined by the Board of Directors may include (without limitation)
one or more of the following with respect to each outstanding Award:


 


(i) The
Company, the surviving corporation or a parent corporation thereof may continue or assume the Award or substitute a comparable
award for the Award (including, but not limited to, an award to acquire the same consideration paid to the holders of Shares in
the transaction). For avoidance of doubt, a comparable award need not be the same type of award as the Award for which it is substituted,
and, in the case of an Option, need not have the same tax-status (e.g., an NSO may be substituted for an ISO).


 


(ii) The
cancellation of the Award and a payment to the Participant with respect to each Share subject to the portion of the Award that
is vested as of the transaction date equal to the excess of (A) the value, as determined by the Board of Directors in its
absolute discretion, of the property (including cash) received by the holder of a share of Stock as a result of the transaction,
over (if applicable) (B) the per-Share Exercise Price of the Award (such excess, the “Spread”).  Such payment
shall be made in the form of cash, cash equivalents, or securities of the surviving corporation or its parent having a value equal
to the Spread.  In addition, any escrow, indemnification, holdback, earn-out or similar provisions in the transaction agreement
may apply to such payment to the same extent and in the same manner as such provisions apply to the holders of Stock. If the Spread
applicable to an Award is zero or a negative number, then the Award may be cancelled without making a payment to the Participant.


 


(iii) In
the case of an Option, the cancellation of the Option without the payment of any consideration; provided that the Optionee shall
be notified of such treatment and given an opportunity to exercise the Option (to the extent the Option is vested or becomes vested
as of the effective date of the transaction) during a period of not less than five (5) business days preceding the effective date
of the transaction, unless (A) a shorter period is required to permit a timely closing of the transaction and (B) such shorter
period still offers the Optionee a reasonable opportunity to exercise the Option. Any exercise of the Option during such period
may be contingent upon the closing of the transaction.


 


(iv) In
the case of an Option, the suspension of the Optionee’s right to exercise the Option during a limited period of time preceding
the closing of the transaction if such suspension is administratively necessary to facilitate the closing of the transaction.


 




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(v) In
the case of an Option, the termination of any right the Optionee has to exercise the Option prior to vesting in the Shares subject
to the Option (i.e., “early exercise”), such that following the closing of the transaction the Option may only be exercised
to the extent it is vested.


 


For the avoidance of doubt, the Board of
Directors has discretion to accelerate, in whole or part, the vesting and exercisability of an Award in connection with a corporate
transaction covered by this Section 9(b).


 


(c) Dissolution
or Liquidation. To the extent not previously exercised or settled, Options,
Restricted Stock Units and other rights to purchase Shares shall terminate immediately prior to the liquidation or dissolution
of the Company.


 


(d) Reservation
of Rights. Except as provided in Section 7(e) or this Section 9,
a Participant shall have no rights by reason of (i) any subdivision or consolidation of shares of stock of any class, (ii) the
payment of any dividend or (iii) any other increase or decrease in the number of shares of stock of any class. Any issuance
by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall not affect,
and no adjustment by reason thereof shall be made with respect to, the number or Exercise Price of Shares subject to an Award.
The grant of an Award pursuant to the Plan shall not affect in any way the right or power of the Company to make adjustments, reclassifications,
reorganizations or changes of its capital or business structure, to merge or consolidate or to dissolve, liquidate, sell or transfer
all or any part of its business or assets.


 


SECTION
10.MISCELLANEOUS PROVISIONS.


 


(a) Securities
Law Requirements. Shares shall not be issued under the Plan unless, in
the opinion of counsel acceptable to the Board of Directors, the issuance and delivery of such Shares comply with (or are exempt
from) all applicable requirements of law, including (without limitation) the Securities Act, the rules and regulations promulgated
thereunder, state securities laws and regulations, and the regulations of any stock exchange or other securities market on which
the Company’s securities may then be traded. The Company shall not be liable for a failure to issue Shares as a result of
such requirements. Without limiting the foregoing, the Company may suspend the exercise of some or all outstanding Options for
a period of up to 60 days in order to facilitate compliance with Securities Act Rule 701(e).


 


(b) No
Retention Rights. Nothing in the Plan or in any right or Award granted
under the Plan shall confer upon the Participant any right to continue in Service for any period of specific duration or interfere
with or otherwise restrict in any way the rights of the Company (or any Parent or Subsidiary employing or retaining the Participant)
or of the Participant, which rights are hereby expressly reserved by each, to terminate his or her Service at any time and for
any reason, with or without cause.


 


(c) Treatment
as Compensation. Any compensation that an individual earns or is deemed
to earn under this Plan shall not be considered a part of his or her compensation for purposes of calculating contributions, accruals
or benefits under any other plan or program that is maintained or funded by the Company, a Parent or a Subsidiary.


 




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(d) Governing
Law. The Plan and all awards, sales and grants under
the Plan shall be governed by, and construed in accordance with, the laws of the State of Delaware (except its choice-of-law provisions),
as such laws are applied to contracts entered into and performed in such State.


 


(e) Conditions
and Restrictions on Shares. Shares issued under the Plan shall be subject
to such forfeiture conditions, rights of repurchase, rights of first refusal, other transfer restrictions and such other terms
and conditions as the Board of Directors may determine. Such conditions and restrictions shall be set forth in the applicable Award
Agreement and shall apply in addition to any restrictions that may apply to holders of Shares generally. In addition, Shares issued
under the Plan shall be subject to conditions and restrictions imposed either by applicable law or by Company policy, as adopted
from time to time, designed to ensure compliance with applicable law or laws with which the Company determines in its sole discretion
to comply including in order to maintain any statutory, regulatory or tax advantage, which (for avoidance of doubt) need not be
set forth in the applicable Award Agreement.


 


(f) Tax
Matters. 


 


(i) As
a condition to the award, grant, issuance, vesting, purchase, exercise, settlement or transfer of any Award, or Shares issued pursuant
to any Award, granted under this Plan, the Participant shall make such arrangements as the Board of Directors may require or permit
for the satisfaction of any federal, state, local or foreign withholding tax obligations that may arise in connection with such
event.


 


(ii) Unless
otherwise expressly set forth in an Award Agreement, it is intended that Awards shall be exempt from Code Section 409A, and any
ambiguity in the terms of an Award Agreement and the Plan shall be interpreted consistently with this intent. To the extent an
Award is not exempt from Code Section 409A (any such award, a “409A Award”), any ambiguity in the terms of such
Award and the Plan shall be interpreted in a manner that to the maximum extent permissible supports the Award’s compliance
with the requirements of that statute. Notwithstanding anything to the contrary permitted under the Plan, in no event shall a modification
of an Award not already subject to Code Section 409A be given effect if such modification would cause the Award to become subject
to Code Section 409A unless the parties explicitly acknowledge and consent to the modification as one having that effect. A 409A
Award shall be subject to such additional rules and requirements as specified by the Board of Directors from time to time in order
for it to comply with the requirements of Code Section 409A. In this regard, if any amount under a 409A Award is payable upon a
“separation from service” to an individual who is considered a “specified employee” (as each term is defined
under Code Section 409A), then no such payment shall be made prior to the date that is the earlier of (i) six months and one day
after the Participant’s separation from service or (ii) the Participant’s death, but only to the extent such delay
is necessary to prevent such payment from being subject to Section 409A(a)(1). In addition, if a transaction subject to Section
9(b) constitutes a payment event with respect to any 409A Award, then the transaction with respect to such award must also constitute
a “change in control event” as defined in Treasury Regulation Section 1.409A-3(i)(5) to the extent required by Code
Section 409A.


 




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(iii) Neither
the Company nor any member of the Board of Directors shall have any liability to a Participant in the event an Award held by the
Participant fails to achieve its intended characterization under applicable tax law.


 


SECTION
11.DURATION AND AMENDMENTS; STOCKHOLDER APPROVAL.


 


(a) Term
of the Plan. The Plan, as set forth herein, shall become effective on
the date of its adoption by the Board of Directors, subject to approval of the Company’s stockholders under Subsection (d)
below. The Plan shall terminate automatically 10 years after the later of (i) the date when the Board of Directors adopted
the Plan or (ii) the date when the Board of Directors approved the most recent increase in the number of Shares reserved under
Section 4 that was also approved by the Company’s stockholders. The Plan may be terminated on any earlier date pursuant
to Subsection (b) below.


 


(b) Right
to Amend or Terminate the Plan. Subject to Subsection (d) below, the Board
of Directors may amend, suspend or terminate the Plan at any time and for any reason.


 


(c) Effect
of Amendment or Termination. No Shares shall be issued or sold and no
Award granted under the Plan after the termination thereof, except upon exercise or settlement of an Award granted under the Plan
prior to such termination. The termination of the Plan, or any amendment thereof, shall not affect any Share previously issued
or any Award previously granted under the Plan.


 


(d) Stockholder
Approval. To the extent required by applicable law,
the Plan will be subject to approval of the Company’s stockholders within 12 months of its adoption date. An amendment of
the Plan will be subject to the approval of the Company’s stockholders only to the extent required by applicable laws, regulations
or rules. 


 


SECTION
12.DEFINITIONS.


 


(a) “Award”
means any award granted under the Plan, including as an Option, an award of Restricted Stock Units or the grant or sale of Shares
pursuant to Section 5 of the Plan.


 


(b) “Award
Agreement” means a Restricted Stock Unit Agreement, Stock Grant Agreement, Stock Option Agreement or Stock Purchase Agreement
or such other agreement evidencing an Award under the Plan.


 


(c) “Board
of Directors” means the Board of Directors of the Company, as constituted from time to time.


 




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(d) “Code”
means the Internal Revenue Code of 1986, as amended.


 


(e) “Committee”
means a committee of the Board of Directors, as described in Section 2(a).


 


(f) “Company”
means ChargePoint, Inc., a Delaware corporation.


 


(g) “Consultant”
means a person, excluding Employees and Outside Directors, who performs bona fide services for the Company, a Parent3
or a Subsidiary as a consultant or advisor and who qualifies as a consultant or advisor under Rule 701(c)(1) of the Securities
Act or under Instruction A.1.(a)(1) of Form S-8 under the Securities Act.


 


(h) “Date
of Grant” means the date of grant specified in the applicable Stock Option Agreement, which date shall be the later of
(i) the date on which the Board of Directors resolved to grant the Option or (ii) the first day of the Optionee’s
Service.


 


(i) “Disability”
means that the Optionee is unable to engage in any substantial gainful activity by reason of any medically determinable physical
or mental impairment.


 


(j) “Employee”
means any individual who is a common-law employee of the Company, a Parent4
or a Subsidiary.


 


(k) “Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


(l) “Exercise
Price” means the amount for which one Share may be purchased upon exercise of an Option, as specified by the Board of
Directors in the applicable Stock Option Agreement.


 


(m) “Fair
Market Value” means the fair market value of a Share, as determined by the Board of Directors in good faith. Such determination
shall be conclusive and binding on all persons.


 


(n) 
“Grantee” means a person to whom the Board of Directors has awarded Shares under the Plan.


 


(o) “ISO”
means an Option that qualifies as an incentive stock option as described in Code Section 422(b). Notwithstanding its designation
as an ISO, an Option that does not qualify as an ISO under applicable law shall be treated for all purposes as an NSO.


 


(p) “NSO”
means an Option that does not qualify as an incentive stock option as described in Code Section 422(b) or 423(b).


 


 





 



3
Note that special considerations apply if the Company proposes to grant awards to consultant or advisor of a Parent company.


4
Note that special considerations apply if the Company proposes to grant awards to an Employee of a Parent company.



 




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(q) “Option”
means an ISO or NSO granted under the Plan and entitling the holder to purchase Shares.


 


(r) “Optionee”
means a person who holds an Option.


 


(s) “Outside
Director” means a member of the Board of Directors who is not an Employee.


 


(t) “Parent”
means any corporation (other than the Company) in an unbroken chain of corporations ending with the Company, if each of the corporations
other than the Company owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the
other corporations in such chain. A corporation that attains the status of a Parent on a date after the adoption of the Plan shall
be considered a Parent commencing as of such date.


 


(u) “Participant”
means the holder of an outstanding Award.


 


(v) “Plan”
means this ChargePoint, Inc. 2017 Stock Plan.


 


(w) “Purchase
Price” means the consideration for which one Share may be acquired under the Plan (other than upon exercise of an Option),
as specified by the Board of Directors.


 


(x) “Purchaser”
means a person to whom the Board of Directors has offered the right to purchase Shares under the Plan (other than upon exercise
of an Option).


 


(y) “Restricted
Stock Unit” means a bookkeeping entry representing the equivalent of one Share, as awarded under the Plan.


 


(z) “Restricted
Stock Unit Agreement” means the agreement between the Company and the recipient of a Restricted Stock Unit that contains
the terms, conditions and restrictions pertaining to such Restricted Stock Unit.


 


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


 


(bb)“Service”
means service as an Employee, Outside Director or Consultant. In case of any dispute as to whether Service has terminated, the
Board of Directors shall have sole discretion to determine whether such termination has occurred and the effective date of such
termination.


 


(cc)“Share”
means one share of Stock, as adjusted in accordance with Section 8 (if applicable).


 


(dd)“Stock”
means the Common Stock of the Company.


 


(ee)“Stock
Grant Agreement” means the agreement between the Company and a Grantee who is awarded Shares under the Plan that contains
the terms, conditions and restrictions pertaining to the award of such Shares.


 




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(ff)“Stock
Option Agreement” means the agreement between the Company and an Optionee that contains the terms, conditions and restrictions
pertaining to the Optionee’s Option.


 


(gg)“Stock
Purchase Agreement” means the agreement between the Company and a Purchaser who purchases Shares under the Plan that
contains the terms, conditions and restrictions pertaining to the purchase of such Shares.


 


(hh)“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 possessing 50% or more of the total combined voting
power of all classes of stock in one of the other corporations in such chain. A corporation that attains the status of a Subsidiary
on a date after the adoption of the Plan shall be considered a Subsidiary commencing as of such date.


 




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Exhibit A


 


Schedule
of Shares Reserved for Issuance under the Plan


 


	Date of Board 

Approval	 	Date of Stockholder 

Approval	 	Number of

Shares Added	 	Cumulative Number 

of Shares
	12/17/2017	 	12/21/2017	 	Not Applicable	 	18,376,929
	9/4/2018	 	9/10/2018	 	650,000	 	19,026,929
	10/26/2018	 	10/29/2018	 	3,427,360	 	22,454,289
	8/15/2019	 	8/16/2019	 	10,000,000	 	32,454,289*
	3/18/2020	 	4/29/2020	 	5,000,000	 	37,454,289*


 


* Up to an
additional 11,775,302 shares may become available upon recycling of shares granted under the Company’s 2007 Stock
Incentive Plan.


 


Summary
of Modifications and Amendments to the Plan


 


The following is a summary of material
modifications made to the Plan (including any material deviations from the Gunderson Dettmer precedent form used to create the
Plan):


 


 


A-1