Exhibit 4.6


 


WORKDAY, INC.


 


AMENDED
AND RESTATED 2012 EMPLOYEE STOCK PURCHASE PLAN


 


1.      
       Establishment of Plan.
Workday proposes to grant rights to purchase shares of Common Stock to eligible Employees of Workday and its Participating
Corporations (as hereinafter defined) pursuant to this Plan. Workday intends this Plan to qualify as an “employee stock
purchase plan” under Section 423 of the Code (including any amendments to or replacements of such Section), and this Plan
will be so construed. Any term not expressly defined in this Plan but defined for purposes of Section 423 of the Code will have
the same definition herein. However, with regard to offers of options for purchase of the Common Stock under the Plan to Employees
outside the United States (the “U.S.”) working for a Participating Corporation, the Board or Committee (as
defined herein) may offer a subplan or an option that is not intended to meet the Code Section 423 requirements under such
other rules, procedures or terms determined by the Board or Committee (collectively, a “Subplan”),
provided, if necessary under Code Section 423, that the other terms and conditions of the Plan are met. Subject to
Section 14, a total of eleven million six hundred fifty thousand nine hundred and seventeen (11,650,917) shares of Common Stock
is reserved for issuance under this Plan. The number of shares reserved for issuance under this Plan will be subject to adjustments
effected in accordance with Section 14 of this Plan. Capitalized terms not defined elsewhere in the text are defined in
Section 27.


 


2.             Purpose.
The purpose of this Plan is to provide eligible Employees of Workday and Participating Corporations with a means of acquiring an equity
interest in Workday through payroll deductions (or other permitted contributions), to enhance such Employees’ sense of participation
in the affairs of Workday.


 


3.             Administration.


 


(a)           The
Plan will be administered by the Compensation Committee of the Board (the “Committee”), by the Board, or by
the Committee’s delegate(s), as permitted by applicable law and provided herein. Subject to the provisions of this Plan and the
limitations of Section 423 of the Code or any successor provision in the Code, all questions of interpretation or application of
this Plan will be determined by the Committee or its delegate(s) and its decisions will be final and binding upon all Participants.
The Committee or its delegate(s) will have full and exclusive discretionary authority to construe, interpret and apply the terms
of the Plan, and to determine eligibility. The Committee will have full authority to determine which eligible entities will be Participating
Corporations, whether an offer to a Participating Corporation is intended to meet Code Section 423 requirements, and whether to have
separate offerings and the terms of such offerings (in accordance with the Plan), and to decide upon any and all claims filed under the
Plan. Every finding, decision and determination made by the Board, the Committee or its delegate(s) will, to the full extent permitted
by law, be final and binding upon all parties. The Board or Committee will have the authority to determine the Fair Market Value of the
Common Stock (which determination will be final, binding and conclusive for all purposes) in accordance with Section 8 below and
to interpret Section 8 of the Plan in connection with circumstances that impact the Fair Market Value. Members of the Committee will
receive no compensation for their services in connection with the administration of this Plan, other than standard fees as established
from time to time by the Board for services rendered by Board members serving on Board committees. All expenses incurred in connection
with the administration of this Plan will be paid by Workday. For purposes of this Plan, the Committee may designate separate offerings
under the Plan (the terms of which need not be identical) in which eligible Employees of one or more Participating Corporations will participate,
even if the dates of the applicable Offering Periods of each such offering are identical. In this regard, and unless otherwise specified
by the Committee, each offering of the Plan to the eligible Employees of Workday or a Participating Corporation will be deemed a separate
offering for purposes of Code Section 423 and the provisions of the Plan will separately apply to each Offering. The Committee may
establish rules to govern transfers of employment between Workday and its Participating Corporations and transfers of participation
between separate offerings made under the Plan, consistent with any applicable Code Section 423 requirements and the terms of the
Plan.


 






    


     


    




 


(b)          The
Committee may adopt such rules, procedures, and Subplans as are necessary or appropriate to permit the participation in the Plan by eligible
employees who are citizens or residents of a jurisdiction and/or employed outside the U.S., the terms of which Subplans may take precedence
over other provisions of this Plan, with the exception of the provisions in Section 1 above setting forth the number of shares of
Common Stock reserved for issuance under the Plan; provided that unless otherwise superseded by the terms of such Subplan, the provisions
of this Plan will govern the operation of such Subplan. Further, the Committee is specifically authorized to adopt rules and procedures
regarding the application of the definition of Compensation (as defined below) to Participants on payrolls outside of the U.S., handling
of payroll deductions and other contributions, taking of payroll deductions and making of other contributions to the Plan, establishment
of bank or trust accounts to hold contributions, payment of interest, establishment of the exchange rate applicable to payroll deductions
taken and other contributions made in a currency other than U.S. dollars, obligations to pay payroll tax, determination of beneficiary
designation requirements, tax withholding procedures, and handling of stock certificates that vary with applicable local requirements.


 


4.             Eligibility.
Any Employee of Workday or the Participating Corporations is eligible to participate in an Offering Period under this Plan except that
the Committee may exclude any or all of the following (other than where prohibited by applicable law):


 


(a)           Employees
who are not employed by Workday or a Participating Corporation prior to the beginning of such Offering Period or prior to such other time
period as specified by the Committee or its delegate(s);


 


(b)           Employees
who are customarily employed for twenty (20) or less hours per week:


 


(c)           Employees
who are customarily employed for five (5) months or less in a calendar year;


 


(d)           Employees
who are “highly compensated employees” of Workday or any Participating Corporation (within the meaning of Section 414(q) of
the Code), or (ii) any employee who is a “highly compensated employees” with compensation above a specified level, who
is an officer and/or is subject to the disclosure requirements of Section 16(a) of the Exchange Act;


 






    


     


    

 


(e)           Employees
who are citizens or residents of a non-U.S. jurisdiction (without regard to whether they are also a citizen of the U.S. or a resident
alien (within the meaning of Section 7701(b)(1)(A) of the Code)) if either (i) such employee’s participation is prohibited
under the laws of the jurisdiction governing such employee, or (ii) compliance with the laws of the non-U.S. jurisdiction would violate
the requirements of Section 423 of the Code;


 


(f)            Employees
who do not meet any other eligibility requirements that the Committee may choose to impose (within the limits permitted by the Code);
and


 


(g)           individuals
who provide services to Workday or any of its Participating Corporations as independent contractors who are reclassified as common law
employees for any reason except for federal income and employment tax purposes.


 


The foregoing notwithstanding, (i) Employees
who, together with any other person whose stock would be attributed to such Employee pursuant to Section 424(d) of the Code,
own stock or hold options to purchase stock possessing five percent (5%) or more of the total combined voting power or value of all classes
of stock of Workday or any of its Participating Corporations or who, as a result of being granted an option under this Plan with respect
to such Offering Period, would own stock or hold options to purchase stock possessing five percent (5%) or more of the total combined
voting power or value of all classes of stock of Workday or any of its Participating Corporations may not participate in the Plan and
(ii) an individual will not be eligible if his or her participation in the Plan is prohibited by the law of any country that has
jurisdiction over him or her or if he or she is subject to a collective bargaining agreement that does not provide for participation in
the Plan.


 


5.             Offering
Dates.


 


(a)           While
the Plan is in effect, the Board or Committee may determine the duration and commencement date of each Offering Period, provided that
an Offering Period will in no event be longer than twenty-seven (27) months, except as otherwise provided by an applicable Subplan. Offering
Periods may be consecutive or overlapping. Each Offering Period may consist of one or more Purchase Periods during which payroll deductions
of Participants are accumulated under this Plan. While the Plan is in effect, the Board or Committee may determine the duration and commencement
date of each Purchase Period, provided that a Purchase Period will in no event end later than the close of the Offering Period in which
it begins. Purchase Periods will be consecutive.


 


(b)           Until
otherwise determined by the Board or Committee, the Offering Periods under the Plan shall be six-months and will commence on each December 1
and June 1, with each such Offering Period also consisting of a single six-month Purchase Period, except as otherwise provided by
an applicable Subplan. The Board or Committee will have the power to change these terms as provided in Section 5(a) above and
Section 24 below.


 


6.             Participation
in this Plan.


 


(a)           With
respect to each Offering Period, an eligible Employee determined in accordance with Section 4 may elect to become a Participant by
submitting the prescribed enrollment form (an “Enrollment Form”) in accordance with Workday’s procedures
prior to the commencement of the Offering Period to which such agreement relates in accordance with such rules as Workday may determine.


 






    


     


    

 


(b)          Once
an Employee becomes a Participant in an Offering Period, then such Participant will automatically participate in the Offering Period commencing
immediately following the last day of such prior Offering Period at the same contribution level as was in effect in the prior Offering
Period unless the Participant withdraws or is deemed to withdraw from this Plan or terminates further participation in the Offering Period
as set forth in Section 11 below, or otherwise notifies Workday of a change in the Participant’s contribution level by filing
an additional Enrollment Form in accordance with Workday’s procedures. A Participant that is automatically enrolled in a subsequent
Offering Period pursuant to this section (i) is not required to file any additional Enrollment Form in order to continue participation
in this Plan and (ii) will be deemed to have accepted the terms and conditions of the Plan, any Subplan and Enrollment Form in
effect at the time each subsequent Offering Period begins, subject to Participant’s right to withdraw from the Plan in accordance
with the withdrawal procedures in effect at the time.


 


7.             Grant
of Option on Enrollment. Becoming a Participant with respect to an Offering Period will constitute
the grant (as of the Offering Date) by Workday to such Participant of an option to purchase on the Purchase Date up to that number of
shares of Common Stock determined by a fraction, the numerator of which is the amount of the applicable contribution level for such Participant
multiplied by such Participant’s Compensation (as defined in Section 9 below) during such Purchase Period and the denominator
of which is the lower of (i) eighty-five percent (85%) of the Fair Market Value of a share of the Common Stock on the Offering Date
(but in no event less than the par value of a share of Workday’s Common Stock), or (ii) eighty-five percent (85%) of the Fair
Market Value of a share of the Common Stock on the Purchase Date (but in no event less than the par value of a share of the Common Stock),
and provided, further, that the number of shares of Common Stock subject to any option granted pursuant to this Plan will not exceed the
lesser of (x) the maximum number of shares provided under this Plan, as may be changed by the Board or Committee pursuant to Section 10(b) below
with respect to the applicable Purchase Date or (y) the maximum number of shares which may be purchased pursuant to Section 10(a) below
with respect to the applicable Purchase Date.


 


8.             Purchase
Price. The Purchase Price per share at which a share of Common Stock will be sold to a Participant
in any Offering Period will be eighty-five percent (85%) of the lesser of:


 


(a)           The
Fair Market Value on the Offering Date; or


 


(b)           The
Fair Market Value on the Purchase Date.


 


9.             Payment
of Purchase Price; Payroll Deduction Changes; Share Issuances.


 


(a)           The
aggregate Purchase Price of the shares purchased hereunder is accumulated by regular payroll deductions made during each Offering Period,
unless Workday determines that contributions may be, or are required to be, made in another form (including payment by check at the end
of a Purchase Period). The deductions are made as a percentage of the Participant’s Compensation in one percent (1%) increments
not less than one percent (1%), nor greater than fifteen percent (15%) or such lower limit set by the Board or Committee. “Compensation”
will mean base salary and regular hourly wages (or in non-U.S. jurisdictions, equivalent cash compensation), not including bonuses and
incentive compensation commissions and shift differentials; however, Workday may at any time prior to the beginning of an Offering Period
determine that for that and future Offering Periods, Compensation may include any W-2 cash compensation, including without limitation
base salary or regular hourly wages, bonuses, incentive compensation, commissions, overtime, shift premiums, plus draws against commissions
(or in non-U.S. jurisdictions, equivalent cash compensation). For purposes of determining a Participant’s Compensation, any election
by such Participant to reduce his or her regular cash remuneration under Sections 125 or 401(k) of the Code (or in non-U.S. jurisdictions,
equivalent salary deductions) will be treated as if the Participant did not make such election. Payroll deductions will commence on the
first payday on or following the beginning of the Offering Period or as otherwise determined by rules established by Workday and
will continue to the end of the applicable Offering Period unless sooner altered or terminated as provided in this Plan. Notwithstanding
the foregoing, the terms of any Subplan may permit matching shares without the payment of any Purchase Price.


 






    


     


    

 


(b)           Except
as provided in Section 9(c) below or as otherwise determined by the Committee, a Participant may not make changes in the percentage
of payroll deductions during an Offering Period or Purchase Period. A Participant may increase or decrease the percentage of payroll deductions
by completing a new authorization for payroll deductions prior to the beginning of a new Offering Period, within such timeframe as may
be specified by Workday and pursuant to such Enrollment Form or other form as required by Workday, with such change becoming effective
as of the Offering Date of such new Offering Period.


 


(c)           Subject
to Section 24 below and to the rules of the Plan, a Participant may reduce his or her payroll deduction percentage to zero during
an Offering Period by filing with Workday a request for withdrawal from participation at least fifteen (15) days before the applicable
Purchase Date (or within such other time frame as specified by Workday), and after such withdrawal becomes effective no further payroll
deductions will be made for the duration of the Offering Period. Payroll deductions accumulated on behalf of the Participant but not yet
used to purchase shares prior to the effective date of the request will be refunded to the Participant. A reduction of the payroll deduction
percentage to zero will be treated as such Participant’s withdrawal from such Offering Period and the Plan, effective as of the
day following the filing date of such request with Workday.


 


(d)          All
payroll deductions made for a Participant are credited to the Participant’s account under this Plan and are deposited with the general
funds of Workday, and Workday will not be obligated to segregate such payroll deductions, except to the extent required by local legal
requirements outside the U.S. No interest accrues on the payroll deductions, except to the extent required by local legal requirements
outside the U.S. All payroll deductions received or held by Workday may be used by Workday for any corporate purpose, except to the extent
necessary to facilitate compliance with local legal requirements outside the U.S.


 


(e)           On
each Purchase Date, so long as this Plan remains in effect and provided that the Participant has not withdrawn from participation in the
Offering Period at least fifteen (15) days before such Purchase Date (or within such other time frame as specified by Workday), Workday
will apply the funds accumulated on behalf of the Participant to the purchase of whole shares of Common Stock reserved under the option
granted to such Participant with respect to the Offering Period to the extent that such option is exercisable on the Purchase Date. The
Purchase Price per share will be as specified in Section 8 of this Plan. Any amount accumulated on behalf of a Participant on a Purchase
Date which is less than the amount necessary to purchase a full share of Common Stock will be refunded to Participant in cash, without
interest, at or shortly following the end of the Purchase Period or Offering Period, as the case may be (except to the extent required
due to local legal requirements outside the U.S.), unless otherwise determined by Workday. No Common Stock will be purchased on a Purchase
Date on behalf of any Employee who has ceased to provide services to either Workday or a Participating Corporation prior to such Purchase
Date (except to the extent required by local legal requirements outside the U.S.). In the event that this Plan has been oversubscribed,
all funds accumulated on behalf of a Participant that are not used to purchase shares on the Purchase Date will be returned to the Participant,
without interest (except to the extent required due to local legal requirements outside the U.S.).


 






    


     


    

 


(f)            As
promptly as practicable after the Purchase Date, Workday will issue shares for the Participant’s benefit representing the shares
purchased upon exercise of the Participant’s option.


 


(g)           During
a Participant’s lifetime, the option to purchase shares hereunder is exercisable only by the Participant. The Participant will have
no interest or voting right in shares covered by the option until such option has been exercised.


 


(h)           To
the extent required by applicable U.S. and non-U.S. federal, state or local law, a Participant will make arrangements satisfactory to
Workday and the Participant’s employer for the satisfaction of any withholding tax obligations that arise in connection with the
Plan. At any time, Workday or the Participant’s employer may, but shall not be obligated to, withhold from the Participant’s
wages or other cash compensation the amount necessary for Workday or the Participant’s employer to meet applicable withholding obligations,
including up to the maximum permissible statutory rates and including any withholding required to make available to Workday or any Participating
Corporation, as applicable, any tax deductions or benefits attributable to the sale or early disposition of shares of Common Stock. In
addition, Workday or the Participant’s employer may, but shall not be obligated to, withhold from the proceeds of the sale of Common
Stock or by any other method of withholding Workday or the Participant’s employer deems appropriate. Workday will not be required
to issue any shares of Common Stock under the Plan until such obligations are satisfied.


 


10.           Limitations
on Shares to be Purchased.


 


(a)           No
Participant will be entitled to purchase stock under any Offering Period at a rate which, when aggregated with such Participant’s
rights under all other employee stock purchase plans of a Participating Company intended to meet the requirements of Section 423
of the Code to purchase stock that are also outstanding in the same calendar year(s) under other Offering Periods or other employee
stock purchase plans of Workday, its Parent and its Subsidiaries exceeds U.S. $25,000 in Fair Market Value, determined as of the Offering
Date (or such other limit as may be imposed by the Code) for each calendar year in which such Offering Period is in effect (hereinafter
the “Maximum Dollar Amount”), or such lower amount as is determined by the Board or the Committee. Workday may
automatically suspend the payroll deductions of any Participant as necessary to enforce such limit; provided that when Workday automatically
resumes such payroll deductions, Workday must apply the rate in effect immediately prior to such suspension. Alternatively, in Workday’s
discretion and to the extent permissible under applicable law, if Workday does not automatically suspend payroll deductions of any Participant
as necessary to enforce such limit or if payroll deductions exceed the amount that may be purchased pursuant to the Share Limit as defined
in Section 10(b) below, Workday shall refund any accumulated payroll deductions that may not be applied to the purchase of shares
due to the applicable Maximum Dollar Amount or Share Limit as determined by Sections 10(a) and (b), with such refund occurring as
soon as practicable following the applicable Purchase Date without interest (except to the extent required due to local legal requirements
outside the U.S.).


 






    


     


    

 


(b)          The
Board or Committee may, in its sole discretion, set a lower maximum number of shares which may be purchased by any Participant during
any Offering Period than that determined under Section 10(a) above, which will be the “Maximum Share Limit”
for subsequent Offering Periods; provided, however, in no event will a Participant be permitted to purchase more than ten thousand (10,000)
Shares during any one Purchase Period irrespective of the limits set forth in (a) and (b) hereof, or such lower share limit
(the “Share Limit”) as the Committee may determine from time to time. The initial Share Limit is 1,500 shares
during any one Purchase Period or such greater (not to exceed the Maximum Share Limit) or lesser number, in either case as the Committee
or Board may determine. If a new Share Limit is set, then all Participants will be notified of such Share Limit prior to the commencement
of the next Offering Period for which it is to be effective. The Share Limit will continue to apply with respect to all succeeding Offering
Periods unless revised by the Board or Committee as set forth above.


 


(c)           If
the number of shares to be purchased on a Purchase Date by all Participants exceeds the number of shares then available for issuance under
this Plan, then Workday will make a pro rata allocation of the remaining shares in as uniform a manner as will be reasonably practicable
and as Workday determines to be equitable. In such event, Workday will give written notice of such reduction of the number of shares to
be purchased under a Participant’s option to each Participant affected.


 


(d)          Any
payroll deductions accumulated on behalf of a Participant which are not used to purchase stock due to the limitations in this Section 10,
and not covered by Section 9(e), as applicable, will be returned to the Participant as soon as practicable after the end of the applicable
Purchase Period, without interest (except to the extent required due to local legal requirements outside the U.S.).


 


11.           Withdrawal.


 


(a)           Each
Participant may withdraw from an Offering Period under this Plan pursuant to a method specified by Workday. Such withdrawal may be elected
at any time prior to the last fifteen (15) days of an Offering Period, or such other time period as specified by Workday.


 


(b)           Upon
withdrawal from this Plan, the accumulated payroll deductions will be returned to the withdrawn Participant, without interest (except
to the extent required by local legal requirements outside the U.S.), and the Participant’s interest in this Plan will terminate.
In the event a Participant voluntarily elects to withdraw from this Plan, the Participant may not resume participation in this Plan during
the same Offering Period, but may participate in any Offering Period under this Plan which commences on a date subsequent to such withdrawal
by re-enrolling in this Plan in the manner set forth in Section 6 above.


 






    


     


    

 


12.           Termination
of Employment. If a Participant’s employment terminates for any reason, including but not
limited to retirement, death, disability, or the failure of a Participant to remain an eligible Employee of Workday or of a Participating
Corporation, or the failure of a Parent, Subsidiary or Affiliate to remain a Participating Corporation for any reason, the Participant’s
participation in this Plan will terminate as of the date of such termination. In such event, accumulated payroll deductions credited to
the Participant will be returned to the Participant or, in the case of the Participant’s death, to the Participant’s legal
representative, without interest (except to the extent required due to local legal requirements outside the U.S.). For purposes of this
Section 12, an Employee will not be deemed to have ceased to provide services or failed to remain in the continuous employ of Workday
or of a Participating Corporation in the case of sick leave, military leave, or any other leave of absence approved by Workday or as so
provided pursuant to a formal policy adopted from time to time by Workday; provided that such leave is for a period of not more than ninety
(90) days or reemployment upon the expiration of such leave is guaranteed by contract or statute. Workday will have sole discretion to
determine whether a Participant has terminated employment and the effective date on which the Participant terminated employment, regardless
of any notice period or garden leave required under local employment law.


 


13.           Return
of Payroll Deductions. In the event a Participant’s interest in this Plan is terminated
by withdrawal, termination of employment or otherwise, or in the event this Plan is terminated by the Board or Committee, Workday will
deliver to the Participant all accumulated payroll deductions accumulated on behalf of such Participant which were not previously used
to purchase Shares. No interest will accrue on the payroll deductions of a Participant in this Plan (except to the extent required due
to local legal requirements outside the U.S.).


 


14.           Capital
Changes. If the number or class of outstanding Shares is changed by a stock dividend, recapitalization,
stock split, reverse stock split, subdivision, combination, reclassification or similar change in the capital structure of Workday, without
consideration, then, as applicable, the number and class of Common Stock that may be delivered under the Plan, the Purchase Price per
share, the number of shares of Common Stock covered by each option under the Plan which has not yet been exercised, and the numerical
limits of Sections 1 and 10 will be proportionately adjusted, subject to any required action by the Board or the stockholders of Workday
and in compliance with applicable securities laws; provided that fractions of a Share will not be issued.


 


15.           Non-assignability.
Neither payroll deductions accumulated on behalf of a Participant nor any rights with regard to the exercise of an option or to receive
shares under this Plan may be assigned, transferred, pledged or otherwise disposed of in any way (other than by will, the laws of descent
and distribution, or, if permitted by the Committee or Workday, the designation of a beneficiary pursuant to a method specified by Workday)
by the Participant. Any such attempt at assignment, transfer, pledge or other disposition will be void and without effect.


 






    


     


    

 


16.           Use
of Participant Funds and Reports. Workday may use all payroll deductions received or held by
it under the Plan for any corporate purpose, and Workday will not be required to segregate Participant payroll deductions (except to the
extent required due to local legal requirements outside the U.S.). Until Shares are issued, Participants will only have the rights of
an unsecured creditor (except to the extent required by local legal requirements outside the U.S.). Each Participant will receive a report
containing, or otherwise have access to, the following information promptly after the end of each Purchase Period: the total payroll deductions
(or other contributions) accumulated, the number of shares purchased, the Purchase Price thereof and the remaining cash balance, if any,
carried forward or refunded, as determined by Workday, to the next Purchase Period or Offering Period, as the case may be.


 


17.           Notice
of Disposition. Each U.S. taxpayer Participant will notify Workday in writing if the Participant
disposes of any of the shares purchased in any Offering Period pursuant to this Plan if such disposition occurs within two (2) years
from the Offering Date or within one (1) year from the Purchase Date on which such shares were purchased (the “Notice
Period”). Workday may, at any time during the Notice Period, place a legend or legends on any certificate representing shares
acquired pursuant to this Plan requesting Workday’s transfer agent to notify Workday of any transfer of the shares. The obligation
of the Participant to provide such notice will continue notwithstanding the placement of any such legend on the certificates.


 


18.           No
Rights to Continued Employment. Neither this Plan nor the grant of any option hereunder will
confer any right on any Employee to remain in the employ of Workday or any Participating Corporation, or restrict any right Workday or
any Participating Corporation may have to terminate such Employee’s employment.


 


19.           Equal
Rights and Privileges. All eligible Employees granted an option under this Plan that is intended
to meet the Code Section 423 requirements will have equal rights and privileges with respect to this Plan or within any separate
offering under the Plan so that this Plan qualifies as an “employee stock purchase plan” within the meaning of Section 423
or any successor provision of the Code and the related regulations. Any provision of this Plan which is inconsistent with Section 423
or any successor provision of the Code will, without further act or amendment by Workday, the Committee or the Board, be reformed to comply
with the requirements of Section 423 (unless such provision applies exclusively to options granted under the Plan that are not intended
to comply with Code Section 423 requirements). This Section 19 will take precedence over all other provisions in this Plan.


 


20.           Notices.
All notices or other communications by a Participant to Workday under or in connection with this Plan will be deemed to have been duly
given when received in the form specified by Workday at the location, or by the person, designated by Workday for the receipt thereof.


 


21.          Term;
Stockholder Approval. This Plan originally became effective on October 11, 2012, the date
on which the Registration Statement covering the initial public offering of Workday’s Common Stock was declared effective by the
U.S. Securities and Exchange Commission. The amendment and restatement of this Plan will become effective on the Effective Date. This
Plan will be approved by the stockholders of Workday within twelve (12) months before or after the date this Plan is adopted by the Board.
Any amendment to this Plan that requires approval by stockholders of Workday will be done in any manner permitted by applicable law. No
purchase of shares that are subject to such stockholder approval before becoming available under this Plan will occur prior to stockholder
approval of such shares and the Board or Committee may delay any Purchase Date and postpone the commencement of any Offering Period subsequent
to such Purchase Date as deemed necessary or desirable to obtain such approval (provided that if a Purchase Date would occur more than
twenty-four (24) months after commencement of the Offering Period to which it relates, then such Purchase Date will not occur and instead
such Offering Period will terminate without the purchase of such shares and Participants in such Offering Period will be refunded their
contributions without interest, unless the payment of interest is required under local laws). This Plan will continue until the earlier
to occur of (a) termination of this Plan by the Board or the Committee (which termination may be effected by the Board or the Committee
at any time pursuant to Section 24 below) or (b) issuance of all of the shares of Common Stock reserved for issuance under this
Plan.


 






    


     


    

 


22.           Conditions
Upon Issuance of Shares; Limitation on Sale of Shares. Shares will not be issued with respect
to an option unless the exercise of such option and the issuance and delivery of such shares pursuant thereto will comply with all applicable
provisions of U.S. and non-U.S. law, including, without limitation, the Securities Act, the Exchange Act, the rules and regulations
promulgated thereunder, and the requirements of any stock exchange or automated quotation system upon which the shares may then be listed,
exchange control restrictions and/or securities law or other legal restrictions outside the U.S., and will be further subject to the approval
of counsel for Workday with respect to such compliance. Shares may be held in trust or subject to further restrictions as permitted by
any Subplan.


 


23.           Applicable
Law. The Plan will be governed by the substantive laws (excluding the conflict of laws rules)
of the State of Delaware.


 


24.           Amendment
or Termination. The Board or the Committee, in its sole discretion, may amend, suspend, or terminate
the Plan, or any part thereof, at any time and for any reason. If the Plan is terminated, the Board or the Committee, in its discretion,
may elect to terminate all outstanding Offering Periods either immediately or upon completion of the purchase of shares of Common Stock
on the next Purchase Date (which may be sooner than originally scheduled, if determined by the Board or the Committee in its discretion),
or may elect to permit Offering Periods to expire in accordance with their terms (and subject to any adjustment pursuant to Section 14).
If an Offering Period is terminated prior to its previously-scheduled expiration, all amounts then credited to Participants’ accounts
for such Offering Period which have not been used to purchase shares of Common Stock will be returned to those Participants (without interest
thereon, except as otherwise required under local laws) as soon as administratively practicable. Further, the Committee will be entitled
to establish rules to change the Purchase Periods and Offering Periods, limit the frequency and/or number of changes in the amount
withheld or contributed during a Purchase Period or an Offering Period, the Committee or Workday may establish the exchange ratio applicable
to amounts withheld in a currency other than U.S. dollars, the Committee or Workday may permit payroll withholding in excess of the amount
designated by a Participant in order to adjust for delays or mistakes in the administration of the Plan, the Committee or Workday may
establish reasonable waiting and adjustment periods and/or accounting and crediting procedures to ensure that amounts applied toward the
purchase of Common Stock for each Participant properly correspond with amounts withheld from the Participant’s Compensation, and
establish such other limitations or procedures as Workday or the Committee determines in its sole discretion advisable which are consistent
with the Plan. Such actions will not require stockholder approval or the consent of any Participants. However, no amendment will be made
without approval of the stockholders of Workday (obtained in accordance with Section 21 above) within twelve (12) months of the adoption
of such amendment (or earlier if required by Section 21) if such amendment would increase the number of shares that may be issued
under this Plan or otherwise require stockholder approval under Code Section 423. In addition, in the event the Board or Committee
determines that the ongoing operation of the Plan may result in unfavorable financial accounting consequences, the Board or Committee
may, in its discretion and, to the extent necessary or desirable, modify, amend or terminate the Plan to reduce or eliminate such accounting
consequences including, but not limited to: (i) amending the definition of Compensation, including with respect to an Offering Period
underway at the time; (ii) altering the Purchase Price for any Offering Period including an Offering Period underway at the time
of the change in Purchase Price; (iii) shortening any Offering Period by setting a Purchase Date, including an Offering Period underway
at the time of the Board or Committee action; (iv) reducing the maximum percentage of Compensation a participant may elect to set
aside as payroll deductions; and (v) reducing the maximum number of shares of Common Stock a Participant may purchase during any
Offering Period. Such modifications or amendments will not require approval of the stockholders of Workday or the consent of any Participants.


 






    


     


    

 


25.           Corporate
Transactions. In the event of a Corporate Transaction, each outstanding right to purchase Workday
Common Stock will be assumed or an equivalent option substituted by the successor corporation or a parent or a subsidiary of the successor
corporation. In the event that the successor corporation refuses to assume or substitute for the purchase right, the Offering Period with
respect to which such purchase right relates will be shortened by setting a new Purchase Date (the “New Purchase Date”)
and will end on the New Purchase Date. The New Purchase Date will occur on or prior to the consummation of the Corporate Transaction,
and the Plan will terminate on the consummation of the Corporate Transaction.


 


26.           Tax
Qualification. Although Workday may endeavor to (i) qualify an option to purchase Workday
Common Stock for favorable tax treatment under the laws of the U.S. or jurisdictions outside of the U.S. or (ii) avoid adverse tax
treatment (e.g., under Section 409A of the Code), Workday makes no representation to that effect and expressly disavows any covenant
to maintain favorable or avoid unfavorable tax treatment, notwithstanding anything to the contrary in this Plan. Workday will be unconstrained
in its corporate activities without regard to the potential negative tax impact on Participants under the Plan.


 


27.          Definitions.


 


(a)           “Affiliate”
means any entity, other than a Subsidiary or Parent, (i) that, directly or indirectly, is controlled by, controls or is under common
control with, Workday and (ii) in which Workday has a significant equity interest, in either case as determined by the Committee,
whether now or hereafter existing.


 


(b)          “Board”
means the Board of Directors of Workday.


 






    


     


    

 


(c)           “Code”
means the U.S. Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder.


 


(d)           “Common
Stock” means the Class A common stock of Workday.


 


(e)           “Corporate
Transaction” 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 of
the Exchange Act), directly or indirectly, of securities of Workday representing fifty percent (50%) or more of the total voting power
represented by Workday’s then outstanding voting securities; (ii) the consummation of the sale or disposition by Workday of
all or substantially all of Workday’s assets; (iii) the consummation of a merger or consolidation of Workday with any other
corporation, other than a merger or consolidation which would result in the voting securities of Workday 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 fifty percent (50%) of the total voting power represented by the voting securities of Workday or such surviving
entity or its parent outstanding immediately after such merger or consolidation; or (iv) any other transaction which qualifies as
a “corporate transaction” under Section 424(a) of the Code wherein the stockholders of Workday give up all of their
equity interest in Workday (except for the acquisition, sale or transfer of all or substantially all of the outstanding shares of Workday).


 


(f)            “Effective
Date” means the date this amendment and restatement is approved by the stockholders of Workday, which shall be within twelve
(12) months of the approval of the Plan by the Board.


 


(g)           “Employee”
means any person providing services to Workday or any Participating Corporation as an employee. Neither service as a director nor payment
of a director’s fee by Workday will be sufficient to constitute “employment” by Workday.


 


(h)           “Exchange
Act” means the U.S. Securities Exchange Act of 1934, as amended.


 


(i)            “Fair
Market Value” means, as of any date, the value of a share of Common Stock determined as follows:


 


(i)            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 such source as
the Board or Committee deems reliable, or if such principal national securities exchange is not open for business on the date that Fair
Market Value is being determined, the closing price as reported on the preceding business day on which that exchange was open for business;


 


(ii)            if
such Common Stock is publicly traded but is neither listed nor admitted to trading on a national securities exchange, the average of the
closing bid and asked prices on the date of determination (or if such date is not a business day, on the preceding business day) as reported
in such source as the Board or Committee deems reliable; or


 






    


     


    

 


(iii)          by
the Board or the Committee in good faith.


 


(j)            “Offering
Date” means the first U.S. business day of each Offering Period.


 


(k)           “Offering
Period” means a period with respect to which the right to purchase Common Stock may be granted under the Plan, as determined
by the Board or Committee pursuant to Section 5(a).


 


(l)            “Parent”
has the same meaning as “parent corporation” in Sections 424(e) and 424(f) of the Code.


 


(m)          “Participant”
means an eligible Employee who meets the eligibility requirements set forth in Section 4 and who elects to participate in the Plan,
subject and pursuant to Section 6.


 


(n)           “Participating
Corporation” means any Parent, Subsidiary or Affiliate that the Board designates from time to time as a corporation that
will participate in this Plan.


 


(o)           “Plan”
means this Workday, Inc. Amended and Restated 2012 Employee Stock Purchase Plan, as may be amended from time to time.


 


(p)           “Purchase
Date” means the last U.S. business day of each Purchase Period.


 


(q)           “Purchase
Period” means a period during which contributions may be made toward the purchase of Common Stock under the Plan, as determined
pursuant to Section 5(b).


 


(r)            “Purchase
Price” means the price at which Participants may purchase shares of Common Stock under the Plan, as determined pursuant
to Section 8.


 


(s)           “Securities
Act” means the U.S. Securities Act of 1933, as amended.


 


(t)           “Subsidiary”
has the same meaning as “subsidiary corporation” in Sections 424(e) and 424(f) of the Code.


 


(u)           “Workday”
means Workday, Inc., a Delaware corporation, or any successor corporation.