Exhibit 10.1

SAFLINK CORPORATION

AMENDED AND RESTATED 2000 STOCK INCENTIVE PLAN

1. Purposes of the Plan. The purposes of this SAFLINK Corporation Amended and Restated 2000 Stock Incentive Plan are:



| |  |  | to attract and retain the best available personnel for positions of substantial responsibility;
| | - |  | -----------------------------------------------------------------------------------------------



| |  |  | to provide additional incentive to Employees, Directors and Consultants; and
| | - |  | ----------------------------------------------------------------------------



| |  |  | to promote the success of the Companys business.
| | - |  | -------------------------------------------------

Options granted under the Plan may be Incentive Stock Options or Nonstatutory Stock Options, as determined by the Administrator at the time of grant. Stock Purchase Rights may also be granted under the Plan.

2. Definitions. As used herein, the following definitions shall apply:

(a) Administrator means the Board or any of its Committees as shall be administering the Plan, in accordance with Section 4 of the Plan.

(b) Applicable Laws means the requirements relating to the administration of stock plans under U.S. state corporate laws, U.S.
federal and state securities laws, the Code, any stock exchange or quotation system on which the Common Stock is listed or quoted, and the applicable laws of any foreign country or jurisdiction where Options or Stock Purchase Rights are, or will be,
granted under the Plan.

(c) Board means the Board of Directors of the Company.

(d) Cause means (i) an act of personal dishonesty committed by the Optionee in connection with his or her responsibilities as a Service
Provider, which is intended to result in substantial personal enrichment of the Optionee; (ii) a felony conviction of the Optionee; (iii) a willful act by the Optionee which constitutes gross misconduct and which is injurious to the
Company; or (iv) following delivery to the Optionee of a written demand for performance from the Company which describes the basis for the Companys reasonable belief that the Optionee has not substantially performed his duties, a
continued violation by the Optionee of the Optionees obligations to the Company which are demonstrably willful and deliberate on the Optionees part. Notwithstanding the foregoing, however, Cause shall be determined with respect to any
foreign Service Provider in accordance with Applicable Laws in the appropriate foreign country or jurisdiction.

(e) Change of
Control means the occurrence of any of the following events:

(i) Any person (as such term is used in Sections 13(d) and
14(d) of the Exchange Act) becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 35% or more of the total voting power represented by the
Companys then outstanding voting securities who is not already such as of the Effective Date; or



---

(ii) Consummation of the sale or disposition by the Company of all or substantially all of the
Companys assets; or

(iii) Consummation of a merger or consolidation of the Company with any other corporation, other than a merger
or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its
parent) at least 35% of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation; or

(iv) A change in the composition of the Board, occurring within a two-year period, as a result of which fewer than a majority of the Directors are
Incumbent Directors. Incumbent Directors shall mean Directors who either (A) are Directors of the Company as of the Effective Date, or (B) are elected, or nominated for election, to the Board with the affirmative votes of at
least a majority of those Directors whose election or nomination was not in connection with any transaction described in subsections (i), (ii), or (iii) above, or in connection with an actual or threatened proxy contest relating to the election
of Directors.

(f) Code means the Internal Revenue Code of 1986, as amended.

(g) Committee means a committee of Directors appointed by the Board in accordance with Section 4 of the Plan.

(h) Common Stock means the common stock of the Company.

(i) Company means SAFLINK Corporation, a Delaware corporation.

(j) Consultant
means any person, including an advisor, engaged by the Company or by a Parent or Subsidiary to render services to such entity.

(k)
Director means a member of the Board.

(l) Disability means total and permanent disability as defined in
Section 22(e)(3) of the Code.

(m) Effective Date means the effective date of this Plan as determined in accordance with
Section 7.

(n) Employee means any person, including an Officer, who is employed by the Company or by any Parent or
Subsidiary. A Service Provider shall not cease to be an Employee in the event of (i) any leave of absence approved by the Company or (ii) any transfer between locations of the Company or between the Company, its Parent, any Subsidiary, or
any



---

successor. For purposes of Incentive Stock Options, no such leave may exceed 90 days, unless reemployment upon expiration of such leave is guaranteed by
statute or contract. If reemployment upon expiration of a leave of absence approved by the Company is not so guaranteed, then three months following the 91st day of such leave any Incentive Stock Option held by the Optionee shall cease to be treated
as an Incentive Stock Option and shall be treated for tax purposes as a Nonstatutory Stock Option. Neither service as a Director nor payment of a directors fee by the Company shall be sufficient to classify an individual as an Employee.

(o) Exchange Act means the Securities Exchange Act of 1934, as amended.

(p) Fair Market Value means, as of any date, the value of Common Stock determined as follows:

(i) If the Common Stock is listed on any established stock exchange or a national market system, including without limitation the Nasdaq National Market
or The Nasdaq SmallCap Market of The Nasdaq Stock Market, the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on such exchange or system for the last market trading day prior to the date of determination,
as reported in The Wall Street Journal or such other source as the Administrator deems reliable;

(ii) If the Common Stock is regularly
quoted by a recognized securities dealer but selling prices are not reported, the mean between the high bid and low asked prices for such stock on the last market trading day prior to the date of determination, as reported in The Wall Street Journal
or such other source as the Administrator deems reliable;

(iii) In the absence of an established market for the Common Stock, the value
as determined in good faith by the Administrator.

(q) Incentive Stock Option means an Option intended to qualify as an
incentive stock option within the meaning of Section 422 of the Code and the regulations promulgated thereunder.

(r)
Nonstatutory Stock Option means an Option not intended to qualify as an Incentive Stock Option.

(s) Notice of
Grant means a written or electronic notice evidencing certain terms and conditions of a grant of an individual Option or Stock Purchase Right. The Notice of Grant is part of the Option Agreement.

(t) Officer means a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act and the rules and
regulations promulgated thereunder.

(u) Option means an Incentive Stock Option or a Nonstatutory Stock Option that is granted
pursuant to the Plan.



---

(v) Option Agreement means an agreement between the Company and an Optionee evidencing the
terms and conditions of an individual Option grant. The Option Agreement is subject to the terms and conditions of the Plan.

(w)
Option Exchange Program means a program whereby outstanding Options are surrendered in exchange for Options with a lower exercise price.

(x) Optioned Stock means the Common Stock that is subject to an Option or Stock Purchase Right.

(y) Optionee means the holder of an outstanding Option or Stock Purchase Right that is granted under the Plan.

(z)
Parent means a parent corporation with respect to the Company, whether now or hereafter existing, as defined in Section 424(e) of the Code.

(aa) Plan means this SAFLINK Corporation Amended and Restated 2000 Stock Incentive Plan.

(bb)
Restricted Stock means shares of Common Stock acquired pursuant to a grant of Stock Purchase Rights under Section 11 of the Plan.

(cc) Restricted Stock Purchase Agreement means a written agreement between the Company and an Optionee evidencing the terms and restrictions that apply to Common Stock purchased under a Stock Purchase Right. A Restricted Stock
Purchase Agreement is subject to the terms and conditions of the Plan and the Notice of Grant.

(dd) Rule 16b-3 means Rule
16b-3 of the Exchange Act or any successor to Rule 16b-3, as in effect when discretion is being exercised with respect to the Plan.

(ee)
Section 16(b)  means Section 16(b) of the Exchange Act.

(ff) Service Provider means an Employee, Director or
Consultant.

(gg) Share means a share of Common Stock, as adjusted in accordance with Section 13 of the Plan.

(hh) Stock Purchase Right means the right to purchase Common Stock pursuant to Section 11 of the Plan, as evidenced by a Notice of
Grant.

(ii) Subsidiary means a subsidiary corporation with respect to the Company, whether now or hereafter
existing, as defined in Section 424(f) of the Code.

3. Stock Subject to the Plan. Subject to the provisions of Section 13 of
the Plan, the maximum aggregate number of Shares that may be optioned and sold under the Plan is 1,000,000 Shares. However, on each January 1 during the term of this Plan, the number of Shares that may



---

be optioned and sold under the Plan shall be increased such that the maximum number of Shares available to be optioned and sold under the Plan shall be equal
to the lesser of (i) 15,000,000 Shares or (ii) 20% of the number of Shares of Common Stock (on an as converted basis) outstanding on the immediately preceding December 31. For purposes of the limitations that are contained in the
preceding sentence on the maximum aggregate number of Shares that may be optioned and sold under this Plan, Shares that may be optioned and sold under the 1992 Stock Incentive Plan of the Company or under any other plan or non-plan arrangement under
which Shares of Common Stock may be optioned and sold as incentive compensation to any Service Provider shall be considered to be available for option and sale under this Plan. The Shares may be authorized, but unissued, or reacquired Common Stock.

If an Option or Stock Purchase Right expires or becomes unexercisable without having been exercised in full, or is surrendered pursuant to
an Option Exchange Program, the unpurchased Shares which were subject thereto shall become available for future grant or sale under the Plan (unless the Plan has terminated); provided, however, that Shares that have actually been issued under the
Plan, whether upon exercise of an Option or Stock Purchase Right, shall not be returned to the Plan and shall not become available for future distribution under the Plan, except that if Shares of Restricted Stock are repurchased by the Company at
their original purchase price, such Shares shall become available for future grant under the Plan.

4. Administration of the Plan.

(a) Procedure.

(i)
Multiple Administrative Bodies. Different Committees with respect to different groups of Service Providers may administer the Plan.

(ii) Section 162(m). To the extent that the Administrator determines it to be desirable to qualify Options granted hereunder as performance-based compensation within the meaning of Section 162(m) of the Code,
the Plan shall be administered by a Committee of two or more outside directors within the meaning of Section 162(m) of the Code and the regulations promulgated thereunder.

(iii) Rule 16b-3. To the extent that the Administrator determines it to be desirable to qualify transactions hereunder as exempt under Rule
16b-3, the transactions contemplated hereunder shall be structured to satisfy the requirements for exemption under Rule 16b-3.

(iv)
Other Administration. Other than as provided above, the Plan shall be administered by (A) the Board or (B) a Committee, which committee shall be organized to satisfy Applicable Laws.

(b) Powers of the Administrator. Subject to the provisions of the Plan, and in the case of a Committee, subject to the specific duties delegated
by the Board to such Committee, the Administrator shall have the authority, in its discretion:

(i) to determine the Fair Market Value;



---

(ii) to select the Employees, Directors and Consultants to whom Options and Stock Purchase Rights may be
granted hereunder;

(iii) to determine the number of shares of Common Stock to be covered by each Option and Stock Purchase Right granted
hereunder;

(iv) to approve forms of agreement for use under the Plan;

(v) to determine the terms and conditions, not inconsistent with the terms of the Plan, of any Option or Stock Purchase Right granted hereunder. Such
terms and conditions include, but are not limited to, the exercise price, the time or times when Options or Stock Purchase Rights may be exercised (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture
restrictions, and any restriction or limitation regarding any Option or Stock Purchase Right or the shares of Common Stock relating thereto, based in each case on such factors as the Administrator, in its sole discretion, shall determine;

(vi) to reduce the exercise price of any Option or Stock Purchase Right to the then current Fair Market Value of the Common Stock covered
by such Option or Stock Purchase Right if such Fair Market Value shall have declined since the date the Option or Stock Purchase Right was granted;

(vii) to institute an Option Exchange Program;

(viii) to construe and interpret the terms of the Plan and
awards granted pursuant to the Plan;

(ix) to prescribe, amend and rescind rules and regulations relating to the Plan, including rules and
regulations relating to sub-plans established for the purpose of qualifying for preferred treatment under Applicable Laws of foreign jurisdictions;

(x) to modify or amend any Option or Stock Purchase Right (subject to Section 15(c) of the Plan), including the discretionary authority to accelerate the vesting of any Option or Stock Purchase Right or to extend
the post-termination exercisability period of Options longer than is otherwise provided for in the Plan;

(xi) to allow Optionees to
satisfy withholding tax obligations by electing to have the Company withhold from the Shares to be issued upon exercise of an Option or Stock Purchase Right that number of Shares having a Fair Market Value equal to (or less than) the minimum amount
required to be withheld. The Fair Market Value of the Shares to be withheld shall be determined on the date that the amount of tax to be withheld is to be determined. All elections by an Optionee to have Shares withheld for this purpose shall be
made in such form and under such conditions as the Administrator may deem necessary or advisable;



---

(xii) to authorize any person to execute on behalf of the Company any instrument required to effect the
grant of an Option or Stock Purchase Right previously granted by the Administrator; and

(xiii) to make all other determinations deemed
necessary or advisable for administering the Plan.

(c) Effect of Administrators Decision. The Administrators decisions,
determinations and interpretations shall be final and binding on all Optionees and any other holders of Options or Stock Purchase Rights.

5. Eligibility. Nonstatutory Stock Options and Stock Purchase Rights may be granted to Employees, Directors or Consultants. Incentive Stock Options may be granted only to Employees.

6. Limitations.

(a) Each Option
shall be designated in the Option Agreement as either an Incentive Stock Option or a Nonstatutory Stock Option. However, notwithstanding such designation, to the extent that the aggregate Fair Market Value of the Shares with respect to which
Incentive Stock Options are exercisable for the first time by the Optionee during any calendar year (under all plans of the Company and any Parent or Subsidiary) exceeds $100,000, such Options shall be treated as Nonstatutory Stock Options. For
purposes of this Section 6(a), Incentive Stock Options shall be taken into account in the order in which they were granted. The Fair Market Value of the Shares shall be determined as of the time the Option with respect to such Shares is
granted.

(b) Neither the Plan nor any Option or Stock Purchase Right shall confer upon an Optionee any right with respect to continuing
the Optionees relationship as a Service Provider, nor shall they interfere in any way with the Optionees right or the Companys right, as applicable, to terminate such relationship at any time, with or without Cause.

(c) The following limitations shall apply to grants of Options:

(i) No Service Provider shall be granted, in any fiscal year of the Company, Options to purchase more than 1,000,000 Shares.

(ii) In connection with his or her commencement of service, a Service Provider may be granted Options to purchase up to an additional 1,000,000 Shares, which shall not count against the limit set forth in subsection
(i) above.

(iii) The foregoing limitations shall be subject to the limit on the maximum aggregate number of Shares with respect to
which Options may be granted hereunder pursuant to Section 3, and shall be adjusted proportionately in connection with any change in the Companys capitalization as described in Section 13.



---

(iv) If an Option is cancelled in the same fiscal year of the Company in which it was granted (other
than in connection with a transaction described in Section 13), the cancelled Option will be counted against the limits set forth in subsections (i) and (ii) above. For this purpose, if the exercise price of an Option is reduced, the
transaction will be treated as a cancellation of the Option and the grant of a new Option.

7. Term of Plan. Subject to Section 19
of the Plan, the Plan shall become effective upon its adoption by the Board. It shall continue in effect for a term of 10 years unless terminated earlier under Section 15 of the Plan.

8. Term of Option. The term of each Option shall be stated in the Option Agreement. In the case of an Incentive Stock Option, the term shall be 10
years from the date of grant or such shorter term as may be provided in the Option Agreement. Moreover, in the case of an Incentive Stock Option granted to an Optionee who, at the time the Incentive Stock Option is granted, owns stock representing
more than 10% of the total combined voting power of all classes of stock of the Company or any Parent or Subsidiary, the term of the Incentive Stock Option shall be five years from the date of grant or such shorter term as may be provided in the
Option Agreement.

9. Option Exercise Price and Consideration.

(a) Exercise Price. The per share exercise price for the Shares to be issued pursuant to exercise of an Option shall be determined by the
Administrator, subject to the following:

(i) In the case of an Incentive Stock Option



| | (A) | granted to an Employee who, at the time the Incentive Stock Option is granted, owns stock representing more than 10% of the voting power of all classes of stock of the Company or
any Parent or Subsidiary, the per Share exercise price shall be no less than 110% of the Fair Market Value per Share on the date of grant.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (B) | granted to any Employee other than an Employee described in paragraph (A) immediately above, the per Share exercise price shall be no less than 100% of the Fair Market Value
per Share on the date of grant.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(ii) In the case of a Nonstatutory Stock Option, the per Share exercise price shall be
determined by the Administrator, but in no event shall be less than 85% of the Fair Market Value per Share on the date of grant. In the case of a Nonstatutory Stock Option intended to qualify as performance-based compensation within the
meaning of Section 162(m) of the Code, the per Share exercise price shall be no less than 100% of the Fair Market Value per Share on the date of grant.



---

(b) Waiting Period and Exercise Dates. At the time an Option is granted, the Administrator shall
fix the period within which the Option may be exercised and shall determine any conditions that must be satisfied before the Option may be exercised.

(c) Form of Consideration. The Administrator shall determine the acceptable form of consideration for exercising an Option, including the method of payment. In the case of an Incentive Stock Option, the
Administrator shall determine the acceptable form of consideration at the time of grant. Such consideration may consist entirely of:

(i)
cash;

(ii) check;

(iii)
promissory note;

(iv) other Shares which (A) in the case of Shares acquired upon exercise of an option, have been owned by the
Optionee for more than six months on the date of surrender, and (B) have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which said Option shall be exercised;

(v) consideration received by the Company under a cashless exercise program;

(vi) a reduction in the amount of any Company liability to the Optionee, including any liability attributable to the Optionees participation in
any Company-sponsored deferred compensation program or arrangement;

(vii) any combination of the foregoing methods of payment; or

(viii) such other consideration and method of payment for the issuance of Shares to the extent permitted by Applicable Laws.

10. Exercise of Option.

(a)
Procedure for Exercise; Rights as a Stockholder. Any Option granted hereunder shall be exercisable according to the terms of the Plan and at such times and under such conditions as determined by the Administrator and set forth in the Option
Agreement; provided, however, that, with the exception of an Option granted to an Officer, Director or Consultant, no Option shall become exercisable at a rate less than twenty percent (20%) per year over a period of five (5) years from
the effective date of grant of such Option. Unless the Administrator provides otherwise, vesting of Options granted hereunder shall be suspended during any unpaid leave of absence. An Option may not be exercised for a fraction of a Share. An Option
shall be deemed exercised when the Company receives: (i) written or electronic notice of exercise (in accordance with the Option Agreement) from the person entitled to exercise the Option, and (ii) full payment for the Shares with respect
to which the Option is exercised. Full payment may consist of any consideration and method of payment authorized by



---

the Administrator and permitted by the Option Agreement and the Plan. Shares issued upon exercise of an Option shall be issued in the name of the Optionee
or, if requested by the Optionee, in the name of the Optionee and his or her spouse. Until the Shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to
vote or receive dividends or any other rights as a stockholder shall exist with respect to the Optioned Stock, notwithstanding the exercise of the Option. The Company shall issue (or cause to be issued) such Shares promptly after the Option is
exercised. No adjustment will be made for a dividend or other right for which the record date is prior to the date the Shares are issued, except as provided in Section 13 of the Plan.

Exercising an Option in any manner shall decrease the number of Shares thereafter available, both for purposes of the Plan and for sale under the Option,
by the number of Shares as to which the Option is exercised.

(b) Termination of Relationship as a Service Provider. If an Optionee
ceases to be a Service Provider, other than upon the Optionees death or Disability, the Optionee may exercise his or her Option within such period of time as is specified in the Option Agreement to the extent that the Option is vested on the
date of termination (but in no event later than the expiration of the term of such Option as set forth in the Option Agreement). In the absence of a specified time in the Option Agreement, the Option shall remain exercisable for three months
following the Optionees termination. If, on the date of termination, the Optionee is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option shall revert to the Plan. If, after termination, the
Optionee does not exercise his or her Option within the time specified by the Administrator, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan. In no event may an Optionee exercise an Option following such
Optionees termination as a Service Provider for Cause.

(c) Disability of Optionee. If an Optionee ceases to be a Service
Provider as a result of the Optionees Disability, the Optionee may exercise his or her Option within such period of time as is specified in the Option Agreement to the extent the Option is vested on the date of termination (but in no event
later than the expiration of the term of such Option as set forth in the Option Agreement). In the absence of a specified time in the Option Agreement, the Option shall remain exercisable for 12 months following the Optionees termination. If,
on the date of termination, the Optionee is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option shall revert to the Plan. If, after termination, the Optionee does not exercise his or her Option within
the time specified herein, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan.

(d) Death of
Optionee. If an Optionee dies while a Service Provider, or during the period specified pursuant to paragraph (b) or (c) above during which the Optionee may exercise the Option following the Optionees termination as a Service
Provider, the Option may be exercised within such period of time as is specified in the Option Agreement (but in no event later than the expiration of the term of such Option as set forth in the Notice of Grant) but only to the extent that the
Option is vested on the date of death. In the absence of a specified time in the Option Agreement, the Option shall remain exercisable for 12 months following the Optionees death. The Option may be exercised within the applicable time period
by the personal



---

representative of the Optionees estate or by the person or persons to whom the Option is transferred pursuant to the Optionees will or in
accordance with the laws of descent and distribution. If, at the time of death, the Optionee is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option shall immediately revert to the Plan. If the Option
is not so exercised within the time specified herein, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan.

(e) Buyout Provisions. The Administrator may at any time offer to buy out for a payment in cash or Shares an Option previously granted based on such terms and conditions as the Administrator shall establish and communicate to the
Optionee at the time that such offer is made.

11. Stock Purchase Rights.

(a) Rights to Purchase. Stock Purchase Rights may be issued either alone, in addition to, or in tandem with other awards granted under the Plan
and/or cash awards made outside of the Plan; provided, however that in no event may Stock Purchase Rights be issued in any fiscal year of the Company for more than 10% of the total Shares available for issuance hereunder, in the aggregate, on the
first day of such fiscal year. After the Administrator determines that it will offer Stock Purchase Rights under the Plan, it shall advise the offeree in writing or electronically, by means of a Notice of Grant, of the terms, conditions and
restrictions related to the offer, including the number of Shares that the offeree shall be entitled to purchase, the price to be paid, and the time within which the offeree must accept such offer. The offer shall be accepted by execution of a
Restricted Stock Purchase Agreement in the form determined by the Administrator.

(b) Repurchase Option. Unless the Administrator
determines otherwise, the Restricted Stock Purchase Agreement shall grant to the Company a repurchase option exercisable upon the voluntary or involuntary termination of the Optionees service with the Company for any reason (including death or
Disability). The purchase price for Shares repurchased pursuant to the Restricted Stock Purchase Agreement shall be the original price paid by the Optionee and may be paid by cancellation of any indebtedness of the Optionee to the Company. The
repurchase option shall lapse at a rate determined by the Administrator.

(c) Other Provisions. The Restricted Stock Purchase
Agreement shall contain such other terms, provisions and conditions not inconsistent with the Plan as may be determined by the Administrator in its sole discretion.

(d) Rights as a Stockholder. Once the Stock Purchase Right is exercised, the Optionee shall have the rights equivalent to those of a stockholder, and shall be a stockholder when his or her purchase is entered
upon the records of the duly authorized transfer agent of the Company. No adjustment will be made for a dividend or other right for which the record date is prior to the date the Stock Purchase Right is exercised, except as provided in
Section 13 of the Plan.



---

12. Transferability of Options and Stock Purchase Rights. An Option or Stock Purchase Right may
not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the Optionee, only by the Optionee.

13. Adjustments Upon Changes in Capitalization, Dissolution, Merger or Asset Sale.

(a) Changes in Capitalization. Subject to any required action by the stockholders of the Company, the number of Shares of Common Stock which have
been authorized for issuance under the Plan, including Shares as to which no Options or Stock Purchase Rights have yet been granted or which have been returned to the Plan upon cancellation or expiration of an Option or Stock Purchase Right, the
number of Shares that may be added to the Shares reserved under the Plan (pursuant to Section 3(i)), and the number of Shares that are covered by each outstanding Option and Stock Purchase Right, as well as the price per share of Common Stock
covered by each such outstanding Option or Stock Purchase Right, shall be proportionately adjusted for any increase or decrease in the number of issued Shares resulting from a stock split, reverse stock split, stock dividend, combination or
reclassification of the Common Stock, or any other increase or decrease in the number of issued shares of Common Stock effected without receipt of consideration by the Company; provided, however, that conversion of any convertible securities of the
Company shall not be deemed to have been effected without receipt of consideration. Such adjustment shall be made by the Board, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided
herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of Shares that are
subject to an Option or Stock Purchase Right.

(b) Dissolution or Liquidation. In the event of the proposed dissolution or
liquidation of the Company, the Administrator shall notify each Optionee as soon as practicable prior to the effective date of such proposed transaction. The Administrator in its discretion may provide for an Optionee to have the right to exercise
his or her Option until 10 days prior to such transaction as to all of the Optioned Stock covered thereby, including Shares as to which the Option would not otherwise be exercisable. In addition, the Administrator may provide that any Company
repurchase option applicable to any Shares purchased upon exercise of an Option or Stock Purchase Right shall lapse as to any or all such Shares, provided the proposed dissolution or liquidation takes place at the time and in the manner
contemplated. To the extent it has not been previously exercised, an Option or Stock Purchase Right will terminate immediately prior to the consummation of such proposed action.

(c) Merger or Asset Sale. In the event of a merger of the Company with or into another corporation, or the sale of substantially all of the assets
of the Company, each outstanding Option and Stock Purchase Right shall be assumed or an equivalent option or right substituted by the successor corporation or a parent or subsidiary of the successor corporation. In the event that the successor
corporation refuses to assume or substitute for the Option or Stock Purchase Right, the Optionee shall fully vest in and have the right to exercise the Option or Stock Purchase Right as to all of the Optioned Stock, including Shares as to which it
would not otherwise be vested or exercisable. If an Option or Stock Purchase Right becomes fully vested



---

and exercisable in lieu of assumption or substitution in the event of a merger or sale of assets, the Administrator shall notify the Optionee in writing or
electronically that the Option or Stock Purchase Right shall be fully vested and exercisable for a period of 15 days from the date of such notice, and the Option or Stock Purchase Right shall terminate upon the expiration of such period. For the
purposes of this paragraph, the Option or Stock Purchase Right shall be considered assumed if, following the merger or sale of assets, the option or right confers the right to purchase or receive, for each Share of Optioned Stock subject to the
Option or Stock Purchase Right immediately prior to the merger or sale of assets, the consideration (whether stock, cash, or other securities or property) received in the merger or sale of assets by holders of Common Stock for each Share held on the
effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration received in the merger
or sale of assets is not solely common stock of the successor corporation or its parent, the Administrator may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of the Option or Stock
Purchase Right, for each Share of Optioned Stock subject to the Option or Stock Purchase Right, to be solely common stock of the successor corporation or its parent equal in fair market value to the per share consideration received by holders of
Common Stock in the merger or sale of assets.

Notwithstanding the foregoing, if an Optionees status as a Service Provider is
terminated for reasons other than Cause within 12 months following a Change of Control, then the vesting and exercisability of each of the Optionees outstanding Options and Stock Purchase Rights shall accelerate upon such termination with
respect to 100% of the then unvested Shares subject to or acquired under each such Option or Stock Purchase Right.

14. Date of
Grant. The date of grant of an Option or Stock Purchase Right shall be, for all purposes, the date on which the Administrator makes the determination to grant such Option or Stock Purchase Right, or such other later date as is determined by the
Administrator. Notice of the determination shall be provided to each Optionee within a reasonable time after the date of such grant.

15.
Amendment and Termination of the Plan.

(a) Amendment and Termination. The Board may at any time amend, alter, suspend or
terminate the Plan.

(b) Stockholder Approval. The Company shall obtain stockholder approval of any Plan amendment to the extent
necessary or desirable to comply with Applicable Laws.

(c) Effect of Amendment or Termination. No amendment, alteration, suspension
or termination of the Plan shall impair the rights of any Optionee, unless mutually agreed otherwise between the Optionee and the Administrator, which agreement must be in writing and signed by the Optionee and the Company. Termination of the Plan
shall not affect the Administrators ability to exercise the powers granted to it hereunder with respect to Options and Stock Purchase Rights granted under the Plan prior to the date of such termination.



---

16. Conditions Upon Issuance of Shares.

(a) Legal Compliance. Shares shall not be issued pursuant to the exercise of an Option or Stock Purchase Right unless the exercise of such Option
or Stock Purchase Right and the issuance and delivery of such Shares shall comply with Applicable Laws, and such issuance and delivery shall be further subject to the approval of counsel for the Company with respect to such compliance.

(b) Investment Representations. As a condition to the exercise of an Option or Stock Purchase Right, the Company may require the person
exercising such Option or Stock Purchase Right to represent and warrant at the time of any such exercise that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares if, in the opinion
of counsel for the Company, such a representation is required or desirable.

17. Inability to Obtain Authority. The inability of the
Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Companys counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability
with respect to the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained.

18.
Reservation of Shares. The Company, during the term of this Plan, will at all times reserve and keep available such number of Shares as shall be sufficient to satisfy the requirements of the Plan.

19. Stockholder Approval. The Plan shall be subject to approval by the stockholders of the Company within 12 months after the date the Plan is
adopted by the Board. Such stockholder approval shall be obtained in the manner and to the degree required under Applicable Laws.

20.
Provision of Information. Each Optionee shall be given access to information concerning the Company equivalent to that information generally made available to the Companys stockholders.