Exhibit 4.4


 


WORKDAY, INC.


 


2022
EQUITY INCENTIVE PLAN


 


1.              PURPOSE.
The purpose of this Plan is to provide incentives to attract, retain and motivate eligible persons whose present and potential contributions
are important to the success of Workday, and any Parents, Affiliates and Subsidiaries that exist now or in the future, by offering them
an opportunity to participate in Workday’s future performance through the grant of Awards. Capitalized terms not defined elsewhere
in the text are defined in Section 29.


 


2.             SHARES
SUBJECT TO THE PLAN.


 


2.1            Number
of Shares Available. Subject to Sections 2.4 and 21 and any other applicable provisions hereof, the total number of Shares reserved
and available for grant and issuance pursuant to this Plan as of the date of adoption of the Plan by the Board, is Thirty Million (30,000,000)
Shares plus (i) shares that are subject to stock options or other awards granted under Workday’s 2012 Equity Incentive Plan,
as amended and Workday’s 2005 Stock Plan, as amended (collectively, the “Prior Plans”) that cease to be
subject to such stock options or other awards by forfeiture or otherwise after the Effective Date, (ii) shares issued under the Prior
Plans before or after the Effective Date pursuant to the exercise of stock options that are, after the Effective Date, forfeited, (iii) shares
issued under the Prior Plans that are repurchased by Workday at the original issue price or otherwise forfeited, and (iv) shares
that are subject to stock options or other awards under the Prior Plans that are used to pay the exercise price of an option or withheld
to satisfy the withholding obligations for Tax-Related Items related to any award.


 


2.2            Lapsed,
Returned Awards. Shares subject to Awards, and Shares issued under the Plan under any Award, will again be available for grant and
issuance in connection with subsequent Awards under this Plan to the extent such Shares: (i) are subject to issuance upon exercise
of an Option or SAR granted under this Plan but which cease to be subject to the Option or SAR for any reason other than exercise of the
Option or SAR; (ii) are subject to Awards granted under this Plan that are forfeited or are repurchased by Workday at the original
issue price or otherwise forfeited; (iii) are subject to Awards granted under this Plan that otherwise terminate without such Shares
being issued; or (iv) are surrendered pursuant to an Exchange Program. To the extent an Award under the Plan is paid out in cash
rather than Shares, such cash payment will not result in reducing the number of Shares available for issuance under the Plan. Shares used
to pay the exercise price of an Award or withheld to satisfy the tax withholding obligations related to an Award will become available
for future grant or sale under the Plan. For the avoidance of doubt, Shares that otherwise become available for grant and issuance because
of the provisions of this Section 2.2 will not include Shares subject to Awards that initially became available because of the substitution
clause in Section 21.2 hereof.


 


2.3            Minimum
Share Reserve. At all times Workday will reserve and keep available a sufficient number of Shares as will be required to satisfy the
requirements of all outstanding Awards granted under this Plan.


 






    	 	 	 



     


    

 


2.4            Adjustment
of Shares. If the number or class of outstanding Shares is changed by a stock dividend, extraordinary dividend or distribution (whether
in cash, shares or other property, other than a regular cash dividend), recapitalization, stock split, reverse stock split, subdivision,
combination, consolidation, reclassification, spin off, or similar change in the capital structure of Workday, without consideration,
then, as applicable, (i) the number and class of Shares reserved for issuance and future grant under the Plan set forth in Section 2.1,
(ii) the Exercise Prices of and number and class of Shares subject to outstanding Options and SARs, (iii) the number and class
of Shares subject to other outstanding Awards, and (iv) the maximum number and class of Shares that may be issued as ISOs set forth
in Section 5.8 will be proportionately adjusted, subject to any required action by the Committee, Board, and/or the stockholders
of Workday and in compliance with applicable securities laws, provided that fractions of a Share will not be issued.


 


If, by reason of an adjustment
pursuant to this Section 2.4, a Participant’s Award Agreement or other agreement related to any Award or the Shares subject
to such Award covers additional or different shares of stock or securities, then such additional or different shares, and the Award Agreement
or such other agreement in respect thereof, will be subject to all of the terms, conditions and restrictions which were applicable to
the Award or the Shares subject to such Award prior to such adjustment.


 


3.             ELIGIBILITY.
ISOs may be granted only to Employees. All other Awards may be granted to Employees, Consultants, and Directors; provided that such Consultants,
and Directors render bona fide services not in connection with the offer and sale of securities in a capital-raising transaction.


 


4.             ADMINISTRATION.


 


4.1           Committee
Composition; Authority. This Plan will be administered by the Committee or by the Board acting as the Committee, and such administration
may be delegated as set forth in Section 4.1(s) below. Subject to the general purposes, terms and conditions of this Plan, and
to the direction of the Board, the Committee will have full power to implement and carry out this Plan. The Committee will have the authority
to:


 


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


 


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


 


(c)            select
eligible Employees, Consultants and Directors to receive Awards;


 


(d)            determine
the form and terms and conditions, not inconsistent with the terms of the Plan, of any Award granted hereunder. Such terms and conditions
include, but are not limited to, the Exercise Price, the time or times when Awards may vest, be exercised or settled (which may be based
on, among other things, performance criteria, Termination due to retirement, death or Disability), any vesting acceleration or waiver
of forfeiture restrictions, the method to satisfy withholding obligations for Tax-Related Items or any other tax liabilities legally due,
and any restriction or limitation regarding any Award or the Shares relating thereto, based in each case on such factors as the Committee
will determine;


 






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


 





(f)             determine
the Fair Market Value in good faith and interpret the applicable provisions of this Plan and the definition of Fair Market Value in connection
with circumstances that impact the Fair Market Value, if necessary;


 


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


 


(h)            grant
waivers of Plan or Award conditions;


 


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


 


(j)             correct
any defect, supply any omission or reconcile any inconsistency in this Plan, any Award or any Award Agreement;


 


(k)            determine
whether an Award has been vested and/or earned;


 


(l)             determine
the terms and conditions of, and institute any, Exchange Program;


 


(m)           reduce,
modify or waive any criteria with respect to Performance Factors;


 


(n)            adjust
Performance Factors to take into account changes in law and accounting or tax rules as the Committee deems necessary or appropriate
to reflect the impact of extraordinary or unusual items, events or circumstances to avoid windfalls or hardships;


 


(o)            adopt
terms and conditions, rules and/or procedures (including the adoption of any subplan under this Plan) relating to the operation and
administration of the Plan to accommodate requirements of local law and procedures or to facilitate the administration of the Plan outside
of the United States (“U.S.”) or to qualify Awards for special tax treatment under the laws of jurisdictions
other than the U.S.;


 


(p)            exercise
discretion with respect to Performance Awards;


 


(q)            make
determinations with respect to the suspension or modification of vesting of Awards while Participants are on a leave of absence, or as
a result of a reduction in hours worked (for example and for illustrative purposes only, a change in schedule from that of full-time or
part-time), provided that in no event may an Award be exercised after the expiration of the term set forth in the Award Agreement;


 


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


 






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(s)            delegate
any of the foregoing as permitted by applicable law to a subcommittee or to one or more executive officers pursuant to a specific delegation,
including but not limited to pursuant to Section 157(c) of the Delaware General Corporation Law, in which case references to
 “Committee” in this Section 4.1 will refer to such delegate(s); and


 


(t)             adopt
policies or programs relating to the foregoing.


 


4.2           Committee
Interpretation and Discretion. Any determination made by the Committee with respect to any Award will be made in its sole discretion
at the time of grant of the Award or, unless in contravention of any express term of the Plan or Award, at any later time, and such determination
will be final and binding on Workday and all persons having an interest in any Award under the Plan. Any dispute regarding the interpretation
of the Plan or any Award Agreement will be submitted by the Participant or Workday to the Committee for review. The resolution of such
a dispute by the Committee will be final and binding on Workday and the Participant. The Committee may delegate to one or more executive
officers the authority to review and resolve disputes with respect to Awards held by Participants who are not Insiders, in which case
references to “Committee” in this Section 4.2 will refer to such delegate(s) and any such resolution will be final
and binding on Workday and the Participant.


 


4.3           Section 16
of the Exchange Act. Awards granted to Insiders must be approved by two or more “non-employee directors” (as defined
in the regulations promulgated under Section 16 of the Exchange Act).


 


4.4           Documentation.
The Award Agreement for a given Award, the Plan and any other documents may be delivered to, and accepted by, a Participant or any other
person in any manner (including electronic distribution or posting) determined by Workday.


 


4.5           Non-U.S.
Award Recipients. Notwithstanding any provision of the Plan to the contrary, in order to facilitate compliance with the laws and
practices in other jurisdictions in which Workday and its Subsidiaries or Affiliates operate or have Employees or other individuals eligible
for Awards or to facilitate the operation and administration of the Plan in such jurisdictions, the Committee, in its sole discretion,
will have the power and authority to: (a) determine which Subsidiaries and Affiliates will be covered by the Plan; (b) determine
which individuals outside the U.S. are eligible to participate in the Plan (which may include individuals who provide services to Workday,
a Subsidiary or Affiliate under an agreement with a non-U.S. nation or agency); (c) modify the terms and conditions of any Award
granted to individuals outside the U.S. or non-U.S. nationals to facilitate compliance with applicable laws, policies, customs and practices;
(d) establish subplans and modify exercise procedures, vesting conditions, and other terms and procedures, to the extent the Committee
determines such actions to be necessary or advisable (and such subplans and/or modifications will be attached to this Plan as appendices,
if necessary); provided, however, that no such subplans and/or modifications will increase the share limitations contained in Section 2.1
hereof; and (e) take any action, before or after an Award is made, that the Committee determines to be necessary or advisable to
obtain approval or facilitate compliance with any local governmental regulatory exemptions or approvals. Notwithstanding the foregoing,
the Committee may not take any actions hereunder, and no Awards will be granted, that would violate the Exchange Act or any other applicable
U.S. securities law, the Code, or any other applicable U.S. governing statute or law.


 






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5.            OPTIONS.
An Option is the right but not the obligation to purchase Share(s), subject to certain conditions, if applicable. The Committee may grant
Options to eligible Employees, Consultants, and Directors and will determine whether such Options will be Incentive Stock Options within
the meaning of the Code (“ISOs”) or Nonqualified Stock Options (“NQSOs”), the number
of Shares subject to the Option, the Exercise Price of the Option, the period during which the Option may vest and be exercised, and all
other terms and conditions of the Option, subject to the following terms of this Section.


 


5.1            Option
Grant. Each Option granted under this Plan will identify the Option as an ISO or an NQSO. An Option may (but need not) be awarded
or vest upon satisfaction of such Performance Factors during any Performance Period as are set out in advance in the Participant’s
individual Award Agreement. If the Option vests upon the satisfaction of Performance Factors, then the Committee will: (i) determine
the nature, length and starting date of any Performance Period for each Option; and (ii) select from among the Performance Factors
to be used to measure the performance, if any. Performance Periods may overlap and Participants may participate simultaneously with respect
to Options that are subject to different performance goals and other criteria.


 


5.2            Date
of Grant. The date of grant of an Option will be the date on which the Committee makes the determination to grant such Option, or
a specified future date. The Award Agreement and a copy of this Plan will be delivered to the Participant within a reasonable time after
the granting of the Option.


 


5.3            Exercise
Period. Options may be vested and exercisable within the times or upon the conditions as set forth in the Award Agreement governing
such Option; provided, however, that no Option will be exercisable after the expiration of ten (10) years from the date the Option
is granted; and provided further that no ISO granted to a person who, at the time the ISO is granted, directly or by attribution owns
more than ten percent (10%) of the total combined voting power of all classes of stock of Workday or of any Parent or Subsidiary of Workday
(“Ten Percent Stockholder”) will be exercisable after the expiration of five (5) years from the date the
ISO is granted. The Committee also may provide for Options to become exercisable at one time or from time to time, periodically or otherwise,
in such number of Shares or percentage of Shares as the Committee determines.


 


5.4           Exercise
Price. The Exercise Price of an Option will be determined by the Committee when the Option is granted; provided that: (i) the
Exercise Price of an Option will be not less than one hundred percent (100%) of the Fair Market Value of the Shares on the date of grant
and (ii) the Exercise Price of any ISO granted to a Ten Percent Stockholder will not be less than one hundred ten percent (110%)
of the Fair Market Value of the Shares on the date of grant. Payment for the Shares purchased may be made in accordance with Section 11
and the applicable Award Agreement and in accordance with any procedures established by Workday.


 






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5.5           Method
of Exercise. Any Option granted hereunder will be vested and exercisable according to the terms of the Plan and at such times and
under such conditions as determined by the Committee and set forth in the Award Agreement. An Option may not be exercised for a fraction
of a Share. An Option will be deemed exercised when Workday receives: (i) notice of exercise (in such form as the Committee or Workday
may specify from time to time) from the person entitled to exercise the Option (and/or electronic execution through the authorized third-party
administrator), and (ii) full payment for the Shares with respect to which the Option is exercised (together with applicable Tax-Related
Items that Workday has determined must be withheld). Full payment may consist of any consideration and method of payment authorized by
the Committee or Workday and permitted by the Award Agreement and the Plan. Shares issued upon exercise of an Option will be issued in
the name of the Participant. Until the Shares are issued (as evidenced by the appropriate entry on the books of Workday or of a duly authorized
transfer agent of Workday), no right to vote or receive dividends or any other rights as a stockholder will exist with respect to the
Shares, notwithstanding the exercise of the Option. Workday will 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 2.4 of the Plan. Exercising an Option in any manner will 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.


 


5.6           Termination
of Participant. The exercise of an Option will be subject to the following (except as may be otherwise provided in an Award Agreement):


 


(a)            If
the Participant is Terminated for any reason except for Cause or the Participant’s death or Disability, then the Participant may
exercise such Participant’s Options only to the extent that such Options would have been exercisable by the Participant on the Termination
Date no later than three (3) months after the Termination Date (or such shorter time period or longer time period not exceeding five
(5) years as may be determined by the Committee, with any exercise beyond three (3) months after the Termination Date deemed
to be the exercise of an NQSO), but in any event no later than the expiration date of the Options.


 


(b)            If
the Participant is Terminated because of the Participant’s death (or the Participant dies within three (3) months after a Termination
other than for Cause or because of the Participant’s Disability), then the Participant’s Options may be exercised only to
the extent that such Options would have been exercisable by the Participant on the Termination Date and must be exercised by the Participant’s
legal representative, or authorized assignee, no later than twelve (12) months after the Termination Date (or such shorter time period
not less than six (6) months or longer time period not exceeding five (5) years as may be determined by the Committee), but
in any event no later than the expiration date of the Options; provided that the Committee will have the authority, in its sole discretion,
to accelerate the vesting of any such Options.


 


(c)            If
the Participant is Terminated because of the Participant’s Disability, then the Participant’s Options may be exercised only
to the extent that such Options would have been exercisable by the Participant on the Termination Date and must be exercised by the Participant
(or the Participant’s legal representative or authorized assignee) no later than six (6) months after the Termination Date
(with any exercise beyond (a) three (3) months after the Termination Date when the Termination is for a Disability that is not
a “permanent and total disability” as defined in Section 22(e)(3) of the Code, or (b) twelve (12) months after
the Termination Date when the Termination is for a Disability that is a “permanent and total disability” as defined in Section 22(e)(3) of
the Code, deemed to be exercise of an NQSO), but in any event no later than the expiration date of the Options; provided that the Committee
will have the authority, in its sole discretion, to accelerate the vesting of any such Options.


 






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(d)            Unless
otherwise determined by the Committee, if the Participant is Terminated for Cause, or if the Participant’s service is Terminated
and following such Termination the Committee has reasonably determined in good faith that such Participant could have been Terminated
for Cause (without regard to the lapsing of any required notice or cure periods in connection therewith) at the Termination Date, then
Participant’s Options (whether or not vested) will expire on the Termination Date, or at such later time and on such conditions
as are determined by the Committee, but in any event no later than the expiration date of the Options. Unless otherwise provided in an
employment agreement, Award Agreement, or other applicable agreement, Cause will have the meaning set forth in the Plan.


 


5.7           Limitations
on Exercise. The Committee may specify a minimum number of Shares that may be purchased on any exercise of an Option, provided that
such minimum number will not prevent any Participant from exercising the Option for the full number of Shares for which it is then exercisable.


 


5.8           Limitations
on ISOs. With respect to Awards granted as ISOs, to the extent that the aggregate Fair Market Value of the Shares with respect to
which such ISOs are exercisable for the first time by the Participant during any calendar year (under all plans of Workday and any Parent
or Subsidiary) exceeds one hundred thousand dollars ($100,000), such Options will be treated as NQSOs. For purposes of this Section 5.8, ISOs
will be taken into account in the order in which they were granted. The Fair Market Value of the Shares will be determined as of the
time the Option with respect to such Shares is granted. In the event that the Code or the regulations promulgated thereunder are amended
after the Effective Date to provide for a different limit on the Fair Market Value of Shares permitted to be subject to ISOs, such different
limit will be automatically incorporated herein and will apply to any Options granted after the effective date of such amendment. No
more than Ninety Million (90,000,000) Shares will be issued pursuant to the exercise of ISOs granted under the Plan.


 


5.9           Modification,
Extension or Renewal. The Committee may modify, extend or renew outstanding Options and authorize the grant of new Options in substitution
therefor, provided that any such action may not, without the written consent of a Participant, materially impair any of such Participant’s
rights under any Option previously granted. Any outstanding ISO that is modified, extended, renewed or otherwise altered will be treated
in accordance with Section 424(h) of the Code. Subject to Section 18 of this Plan, by written notice to affected Participants,
the Committee may reduce the Exercise Price of outstanding Options without the consent of such Participants; provided, however, that
the Exercise Price may not be reduced below the Fair Market Value on the date the action is taken to reduce the Exercise Price.


 


5.10         No
Disqualification. Notwithstanding any other provision in this Plan, no term of this Plan relating to ISOs will be interpreted, amended
or altered, nor will any discretion or authority granted under this Plan be exercised, so as to disqualify this Plan under Section 422
of the Code or, without the consent of the Participant affected, to disqualify any ISO under Section 422 of the Code.


 






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6.            RESTRICTED
STOCK AWARDS.


 


6.1           Awards
of Restricted Stock. A Restricted Stock Award is an offer by Workday to sell to an eligible Employee, Consultant, or Director, Shares
that are subject to restrictions (“Restricted Stock”). The Committee will determine to whom an offer will be made,
the number of Shares the Participant may purchase, the Purchase Price, the restrictions to which the Shares will be subject and all other
terms and conditions of the Restricted Stock Award, subject to the Plan.


 


6.2           Restricted
Stock Purchase Agreement. All purchases under a Restricted Stock Award will be evidenced by an Award Agreement. Except as may otherwise
be provided in an Award Agreement, a Participant accepts a Restricted Stock Award by signing and delivering to Workday an Award Agreement
with full payment of the Purchase Price, within thirty (30) days from the date the Award Agreement was delivered to the Participant. If
the Participant does not accept such Award within thirty (30) days, then the offer of such Restricted Stock Award will terminate, unless
the Committee determines otherwise.


 


6.3           Purchase
Price. The Purchase Price for a Restricted Stock Award will be determined by the Committee and may be less than Fair Market Value
on the date the Restricted Stock Award is granted. Payment of the Purchase Price must be made in accordance with Section 11 of the
Plan, and the applicable Award Agreement and in accordance with any procedures established by Workday.


 


6.4           Terms
of Restricted Stock Awards. Restricted Stock Awards will be subject to such restrictions as the Committee may impose or are required
by law. These restrictions may be based on completion of a specified period of service with Workday or a Parent, Subsidiary or Affiliate
or upon completion of Performance Factors, if any, during any Performance Period as set out in advance in the Participant’s Award
Agreement. Prior to the grant of a Restricted Stock Award, the Committee will: (a) determine the nature, length and starting date
of any Performance Period for the Restricted Stock Award; (b) select from among the Performance Factors to be used to measure performance
goals, if any; and (c) determine the number of Shares that may be awarded to the Participant. Performance Periods may overlap and
a Participant may participate simultaneously with respect to Restricted Stock Awards that are subject to different Performance Periods
and having different performance goals and other criteria.


 


6.5           Termination
of Participation. Except as may be set forth in the Participant’s Award Agreement, vesting ceases on such Participant’s
Termination Date (unless determined otherwise by the Committee).


 


7.              STOCK
BONUS AWARDS.


 


7.1           Awards
of Stock Bonuses. A Stock Bonus Award is an award to an eligible Employee, Consultant, or Director of Shares that is subject to such
conditions and restrictions (or to no restrictions) as the Committee may determine. All Stock Bonus Awards will be made pursuant to an
Award Agreement. No payment from the Participant will be required for Shares awarded pursuant to a Stock Bonus Award.


 






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7.2           Terms
of Stock Bonus Awards. The Committee will determine the number of Shares to be awarded to the Participant under a Stock Bonus Award
and any restrictions thereon. These restrictions may be based upon completion of a specified period of service with Workday or a Parent,
Subsidiary or Affiliate or upon satisfaction of performance goals based on Performance Factors during any Performance Period as set out
in advance in the Participant’s Stock Bonus Agreement. Prior to the grant of any Stock Bonus Award, the Committee will: (a) determine
the nature, length and starting date of any Performance Period for the Stock Bonus Award; (b) select from among the Performance Factors
to be used to measure performance goals; and (c) determine the number of Shares that may be awarded to the Participant. Performance
Periods may overlap and a Participant may participate simultaneously with respect to Stock Bonus Awards that are subject to different
Performance Periods and different performance goals and other criteria.


 


7.3           Form of
Payment to Participant. Payment may be made in the form of cash, Shares, or a combination thereof, based on the Fair Market Value
of the Shares earned under a Stock Bonus Award on the date of payment, as determined in the sole discretion of the Committee.


 


7.4           Termination
of Participation. Except as may be set forth in the Participant’s Award Agreement, vesting ceases on such Participant’s
Termination Date (unless determined otherwise by the Committee).


 


8.             STOCK
APPRECIATION RIGHTS.


 


8.1           Awards
of SARs. A Stock Appreciation Right (“SAR”) is an award to a Participant that may be settled in cash or Shares
(which may consist of Restricted Stock), having a value equal to (a) the difference between the Fair Market Value on the date of
exercise over the Exercise Price multiplied by (b) the number of Shares with respect to which the SAR is being settled (subject to
any maximum number of Shares that may be issuable as specified in an Award Agreement). All SARs will be made pursuant to an Award Agreement.


 


8.2           Terms
of SARs. The Committee will determine the terms of each SAR including, without limitation: (a) the number of Shares subject to
the SAR; (b) the Exercise Price and the time or times during which the SAR may be settled; (c) the consideration to be distributed
on settlement of the SAR; and (d) the effect of the Participant’s Termination on each SAR. The Exercise Price of the SAR will
be determined by the Committee when the SAR is granted, and may not be less than Fair Market Value of the Shares on the date of grant.
A SAR may be awarded or may vest upon satisfaction of Performance Factors, if any, during any Performance Period as are set out in advance
in the Participant’s individual Award Agreement. If the SAR vests upon the satisfaction of Performance Factors, then the Committee
will: (i) determine the nature, length and starting date of any Performance Period for each SAR; and (ii) select from among
the Performance Factors to be used to measure the performance, if any. Performance Periods may overlap and Participants may participate
simultaneously with respect to SARs that are subject to different Performance Factors and other criteria.


 


8.3           Exercise
Period and Expiration Date. A SAR will be exercisable within the times or upon the occurrence of events determined by the Committee
and set forth in the Award Agreement governing such SAR. The SAR Agreement will set forth the expiration date; provided that no SAR will
be exercisable after the expiration of ten (10) years from the date the SAR is granted. The Committee may also provide for SARs to
become exercisable at one time or from time to time, periodically or otherwise (including, without limitation, upon the attainment during
a Performance Period of performance goals based on Performance Factors), in such number of Shares or percentage of the Shares subject
to the SAR as the Committee determines. Except as may be set forth in the Participant’s Award Agreement, vesting ceases on such
Participant’s Termination Date (unless determined otherwise by the Committee). Notwithstanding the foregoing, the rules of
Section 5.6 also will apply to SARs.


 






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8.4          Form of
Settlement. Upon exercise of a SAR, a Participant will be entitled to receive payment from Workday in an amount determined by multiplying
(i) the difference between the Fair Market Value of a Share on the date of exercise over the Exercise Price; times (ii) the
number of Shares with respect to which the SAR is exercised. At the discretion of the Committee, the payment from Workday for the SAR
exercise may be in cash, in Shares of equivalent value, or in some combination thereof. The portion of a SAR being settled may be paid
currently or on a deferred basis with such interest, if any, as the Committee determines, provided that the terms of the SAR and any deferral
satisfy the requirements of Section 409A of the Code.


 


8.5          Termination
of Participation. Except as may be set forth in the Participant’s Award Agreement, vesting ceases on such Participant’s
Termination Date (unless determined otherwise by the Committee).


 


9.            RESTRICTED
STOCK UNITS.


 


9.1          Awards
of Restricted Stock Units. A Restricted Stock Unit (“RSU”) is an award to an eligible Employee, Consultant
or Director covering a number of Shares that may be settled in cash, or by issuance of those Shares (which may consist of Restricted Stock).
All RSUs will be made pursuant to an Award Agreement.


 


9.2          Terms
of RSUs. The Committee will determine the terms of an RSU including, without limitation: (a) the number of Shares subject to
the RSU; (b) the vesting conditions applicable to the RSU; (c) the time or times during which the RSU may be settled; (d) the
consideration to be distributed on settlement; and (e) the effect of the Participant’s Termination on each RSU, provided that
no RSU will have a term longer than ten (10) years. An RSU may be awarded or vest upon satisfaction of such performance goals based
on Performance Factors during any Performance Period as are set out in advance in the Participant’s Award Agreement. If the RSU
is being earned upon satisfaction of Performance Factors, then the Committee will: (i) determine the nature, length and starting
date of any Performance Period for the RSU; (ii) select from among the Performance Factors to be used to measure the performance,
if any; and (iii) determine the number of Shares deemed subject to the RSU. Performance Periods may overlap and Participants may
participate simultaneously with respect to RSUs that are subject to different Performance Periods and different performance goals and
other criteria.


 


9.3          Form and
Timing of Settlement. Payment of vested RSUs will be made as soon as practicable after the date(s) determined by the Committee
and set forth in the Award Agreement, which date(s) may include a payment schedule with respect to RSUs that are deferred compensation
within the meaning of Section 409A. The Committee, in its sole discretion, may settle vested RSUs in cash, Shares, or a combination
of both. The Committee may also permit a Participant to defer payment under a RSU to a date or dates after the RSU is vested provided
that the terms of the RSU and any deferral satisfy the requirements of Section 409A of the Code.


 






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9.4          Termination
of Participation. Except as may be set forth in the Participant’s Award Agreement or in any Workday policy that applies to the
Participant regarding vesting acceleration, as may be in effect from time to time, vesting ceases on such Participant’s Termination
Date (unless determined otherwise by the Committee).


 


10.            PERFORMANCE
AWARDS.


 


10.1        Performance
Awards. A Performance Award is an award to an eligible Employee, Consultant, or Director of Workday or any Subsidiary or Affiliate
that is based upon the attainment of performance goals, as established by the Committee, and other terms
and conditions specified by the Committee, and may be settled in cash, Shares (which may consist of, without limitation, Restricted Stock),
other property, or any combination thereof. Grants of Performance Awards shall be made pursuant to an Award Agreement. Performance Awards
shall include Performance Shares, Performance Units, and cash-based Awards as set forth in Sections 10.1(a), 10.1(b), and 10.1(c) below.


 


(a)            Performance
Shares. The Committee may grant Awards of Performance Shares, designate the Participants to whom Performance Shares are to be awarded
and determine the number of Performance Shares and the terms and conditions of each such Award. Performance Shares shall consist of a
unit valued by reference to a designated number of Shares, the value of which may be paid to the Participant by delivery of Shares or,
if set forth in the instrument evidencing the Award, of such property as the Committee shall determine, including, without limitation,
cash, Shares, other property, or any combination thereof, upon the attainment of performance goals, as established by the Committee, and
other terms and conditions specified by the Committee. The amount to be paid under an Award of Performance Shares may be adjusted on the
basis of such further consideration as the Committee shall determine in its sole discretion.


 


(b)            Performance
Units. The Committee may grant Awards of Performance Units, designate the Participants to whom Performance Units are to be awarded
and determine the number of Performance Units and the terms and conditions of each such Award. Performance Units shall consist of a unit
valued by reference to a designated amount of property other than Shares, which value may be paid to the Participant by delivery of such
property as the Committee shall determine, including, without limitation, cash, Shares, other property, or any combination thereof, upon
the attainment of performance goals, as established by the Committee, and other terms and conditions specified by the Committee.


 


(c)            Cash-Settled
Performance Awards. The Committee may grant cash-settled Performance Awards to Participants under the terms of this Plan. Such awards
will be based on the attainment of performance goals using the Performance Factors within this Plan that are established by the Committee
for the relevant performance period.


 






    	 	11	 



     


    

 


10.2        Terms
of Performance Awards. The Committee will determine, and each Award Agreement will set forth, the terms of each grant of Performance
Awards including, without limitation: (i) the amount of any cash bonus; (ii) the number of Shares deemed subject to a Performance
Award; (iii) the Performance Factors and Performance Period that will determine the time and extent to which each Performance Award
will be settled; (iv) the consideration to be distributed on settlement; and (v) the effect of the Participant’s Termination
on each Performance Award. In establishing Performance Factors and the Performance Period the Committee will: (x) determine the nature,
length and starting date of any Performance Period; and (y) select from among the Performance Factors to be used. Prior to settlement
the Committee will determine the extent to which Performance Awards have been earned. Performance Periods may overlap and Participants
may participate simultaneously with respect to Performance Awards that are subject to different Performance Periods and different performance
goals and other criteria.


 


10.3        Termination
of Participation. Except as may be set forth in the Participant’s Award Agreement, vesting ceases on such Participant’s
Termination Date (unless determined otherwise by the Committee).


 


11.           PAYMENT
FOR SHARE PURCHASES.


 


Payment from a Participant
for Shares purchased pursuant to this Plan may be made in cash or by check or, where expressly approved for the Participant by Workday
and where permitted by applicable law (and to the extent not otherwise set forth in the applicable Award Agreement):


 


(a)            by
surrender of shares of Workday held by the Participant that have a Fair Market Value on the date of surrender equal to the aggregate exercise
or purchase price of the Shares as to which said Award will be exercised or settled;


 


(b)            by
waiver of compensation due or accrued to the Participant for services rendered or to be rendered to Workday or any Parent, Subsidiary
or Affiliate of Workday;


 


(c)            by
consideration received by Workday pursuant to a broker-assisted exercise or other form of cashless exercise program implemented by Workday
in connection with the Plan;


 


(d)            by
cancellation of indebtedness of Workday to the Participant;


 


(e)            by
any combination of the foregoing; or


 


(f)             by
any other method of payment as is permitted by applicable law.


 


The Committee may limit the
availability of any method of payment, to the extent the Committee determines, in its discretion, such limitation is necessary or advisable
to comply with applicable law or facilitate the administration of the Plan.


 






    	 	12	 



     


    

 


12.            GRANTS
TO NON-EMPLOYEE DIRECTORS.


 


12.1          Types &
Limitations of Awards. Non-Employee Directors are eligible to receive any type of Award offered under this Plan except ISOs. Awards
pursuant to this Section 12 may be automatically made pursuant to policy adopted by the Board, or made from time to time as determined
in the discretion of the Board. No Non-Employee Director may receive Awards under the Plan, when combined with cash compensation for service
as a Non-Employee Director that exceed $750,000 in value (as described below) in any calendar year, increased to $1,750,000 in value (as
described below) in the calendar year of his or her initial service as a Non-Employee Director; provided that any initial Award granted
to a Non-Employee Director in connection with the commencement of his or her services as a Non-Employee Director shall not exceed $1,000,000
in value (as described below). The value of Awards for purposes of complying with this maximum shall be determined as follows: (a) for
Options and SARs, grant date fair value on the date of grant of such Option or SAR will be calculated using the Black-Scholes valuation
methodology or Workday’s regular valuation methodology for determining the grant date fair value of Options or SARs for reporting
purposes, and (b) for all other Awards other than Options and SARs, grant date fair value will be determined by either (i) calculating
the product of the Fair Market Value per Share on the date of grant and the aggregate number of Shares subject to the Award or (ii) calculating
the product using an average of the Fair Market Value over a number of trading days and the aggregate number of Shares subject to the
Award as determined by the Committee. Awards granted to an individual while he or she was serving in the capacity as an Employee or while
he or she was a Consultant but not a Non-Employee Director will not count for purposes of the limitations set forth in this Section 12.1.


 





12.2          Eligibility.
Awards pursuant to this Section 12 will be granted only to Non-Employee Directors. A Non-Employee Director who is elected or re-elected
as a member of the Board will be eligible to receive an Award under this Section 12.


 


12.3          Vesting,
Exercisability and Settlement. Except as set forth in Section 21, Awards will vest, become exercisable and be settled as determined
by the Board. With respect to Options and SARs, the exercise price granted to Non-Employee Directors will not be less than the Fair Market
Value of the Shares at the time that such Option or SAR is granted.


 


12.4          Election
to Receive Awards in Lieu of Cash. A Non-Employee Director may elect to receive his or her annual retainer payments and/or meeting
fees from Workday in the form of cash or Awards or a combination thereof, if permitted, and as determined by the Board. Such Awards will
be issued under the Plan.


 


13.          TAXES.


 


13.1          Taxes
Generally. Whenever a taxable or tax withholding event occurs in relation to any Award granted under this Plan, the Participant shall
be responsible for any U.S. and non-U.S. federal, state, and local taxes, including all income tax, social insurance, payroll tax, fringe
benefits tax, payment on account or any other tax-related items (the “Tax-Related Items”) that are applicable
to the Participant as a result of participation in the Plan. Whenever payments in satisfaction of Awards granted under this Plan are to
be made in cash, such payment will be net of an amount sufficient to satisfy applicable withholding obligations for Tax-Related Items;
provided, however, that any Tax-Related Items may also be withheld by other methods.


 


13.2          Withholding
Methods. The Committee or its delegate(s), as permitted by applicable law, in its sole discretion and pursuant to such procedures
as it may specify from time to time and to limitations of applicable law, may require or permit a Participant to satisfy any withholding
obligation of Workday or a Parent, Subsidiary or Affiliate may have with respect to such Tax-Related Items legally due from the Participant,
in whole or in part by (without limitation) (i) paying cash, (ii) electing to have Workday withhold otherwise deliverable cash
or Shares having a Fair Market Value equal to the Tax-Related Items required to be withheld, (iii) delivering to Workday already-owned
Shares having a Fair Market Value equal to the amount required to be withheld, or (iv) withholding from the proceeds of the sale
of otherwise deliverable Shares acquired pursuant to an Award either through a voluntary sale or through a mandatory sale arranged by
Workday. Workday may withhold or account for these Tax-Related Items by considering applicable statutory withholding rates or other applicable
withholding rates, including up to the maximum permissible statutory tax rate for the applicable tax jurisdiction, to the extent consistent
with applicable laws. Unless otherwise required by applicable law or otherwise determined by the Committee, the Fair Market Value of the
Shares will be determined as of the date that the taxes are required to be withheld and such Shares will be valued based on the value
of the actual trade or, if there is none, the Fair Market Value of the Shares as of the previous trading day.


 






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14.           TRANSFERABILITY.


 


14.1         Transfer
Generally. Unless determined otherwise by the Committee or its delegate(s) or pursuant to this Section 14, an Award may
not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by (i) a will or (ii) by
the laws of descent or distribution. If the Committee makes an Award transferable, including, without limitation, by instrument to an
inter vivos or testamentary trust in which the Awards are to be passed to beneficiaries upon the death of the trustor (settlor) or by
gift or domestic relations order to a Permitted Transferee, such Award will contain such additional terms and conditions as the Committee
or its delegate(s) deems appropriate. All Awards will be exercisable: (i) during the Participant’s lifetime only by (A) the
Participant, or (B) the Participant’s guardian or legal representative; (ii) after the Participant’s death, by the
legal representative of the Participant’s heirs or legatees; and (iii) in the case of all awards except ISOs, by a Permitted
Transferee (for awards made transferable by the Committee) or such person’s guardian or legal representative.


 


15.          PRIVILEGES
OF STOCK OWNERSHIP; RESTRICTIONS ON SHARES.


 


15.1         Voting
and Dividends. No Participant will have any of the rights of a stockholder with respect to any Awards until the Shares subject to
the Award are issued to the Participant, except for any Dividend Equivalent Rights permitted by an applicable Award Agreement. After Shares
are issued to the Participant, the Participant will be a stockholder and have all the rights of a stockholder with respect to such Shares,
including the right to vote and receive all dividends or other distributions made or paid with respect to such Shares; provided, that
if such Shares are Restricted Stock, then any new, additional or different securities the Participant may become entitled to receive with
respect to such Shares by virtue of a stock dividend, stock split or any other change in the corporate or capital structure of Workday
will be subject to the same restrictions as the Restricted Stock; provided, further, that the Participant will have no right to such stock
dividends, stock distributions or Dividend Equivalent Rights with respect to such shares of Restricted Stock and such stock dividends,
stock distributions or Dividend Equivalent Rights will be accrued and paid only at such time, if any, as such shares of Restricted Stock
become vested Shares.


 






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15.2            Restrictions
on Shares. At the discretion of the Committee, Workday may reserve to itself and/or its assignee(s) a right to repurchase (a
 “Right of Repurchase”) a portion of any or all shares of Restricted Stock held by a Participant following such
Participant’s Termination at any time within ninety (90) days (or such longer or shorter time determined by the Committee) after
the later of the date Participant’s Service terminates and the date the Participant purchases Shares under this Plan, for cash and/or
cancellation of purchase money indebtedness, at the Participant’s Purchase Price or Exercise Price, as the case may be.


 


16.           CERTIFICATES.
All Shares or other securities whether or not certificated, delivered under this Plan will be subject to such stock transfer orders, legends
and other restrictions as the Committee or Workday (in accordance with the terms of the Plan) may deem necessary or advisable, including
restrictions under any applicable U.S. and non-U.S. federal, state or local law, or any rules, regulations and other requirements of the
SEC or any stock exchange or automated quotation system upon which the Shares may be listed or quoted and any non-U.S. exchange controls
or securities law restrictions to which the Shares are subject.


 


17.           ESCROW;
PLEDGE OF SHARES. To enforce any restrictions on a Participant’s Shares, Workday or the Committee may require the Participant
to deposit all certificates representing Shares, together with stock powers or other instruments of transfer approved by Workday or the
Committee, appropriately endorsed in blank, with Workday or an agent designated by Workday to hold in escrow until such restrictions have
lapsed or terminated, and Workday or the Committee may cause a legend or legends referencing such restrictions to be placed on the certificates,
in each case in accordance with the Plan. Any Participant who is permitted to execute a promissory note as partial or full consideration
for the purchase of Shares under this Plan will be required to pledge and deposit with Workday all or part of the Shares so purchased
as collateral to secure the payment of the Participant’s obligation to Workday under the promissory note; provided, however, that
Workday or the Committee may require or accept other or additional forms of collateral to secure the payment of such obligation and, in
any event, Workday will have full recourse against the Participant under the promissory note notwithstanding any pledge of the Participant’s
Shares or other collateral. In connection with any pledge of the Shares, the Participant will be required to execute and deliver a written
pledge agreement in such form as Workday will from time to time approve. The Shares purchased with the promissory note may be released
from the pledge on a pro rata basis as the promissory note is paid.


 


18.           REPRICING;
EXCHANGE AND BUYOUT OF AWARDS. Without prior stockholder approval, the Committee may not, pursuant to an Exchange Program or otherwise
(i) reprice Options or SARs or (ii) pay cash or issue new Awards in exchange for the surrender and cancellation of any, or all,
outstanding Awards.


 


19.           SECURITIES
LAW AND OTHER REGULATORY COMPLIANCE. An Award will not be effective unless such Award is in compliance with all applicable U.S. and
non-U.S. federal and state securities and exchange control and other laws, rules and regulations of any governmental body, and the
requirements of any stock exchange or automated quotation system upon which the Shares may then be listed or quoted, as they are in effect
on the date of grant of the Award and also on the date of exercise or other issuance. Notwithstanding any other provision in this Plan,
Workday will have no obligation to issue or deliver certificates for Shares under this Plan prior to: (i) obtaining any approvals
from governmental agencies that Workday determines are necessary or advisable; and/or (ii) completion of any registration or other
qualification of such Shares under any U.S. or non-U.S. state, federal or local law or ruling or other decision of any governmental body
that Workday determines to be necessary or advisable. Workday will be under no obligation to register the Shares with the SEC or to effect
compliance with the registration, qualification or listing requirements of any U.S. state securities laws, or any non-U.S. securities
or exchange control or other laws, or any stock exchange or automated quotation system, and Workday will have no liability for any inability
or failure to do so.


 






    	 	15	 



     


    

 


20.           NO
OBLIGATION TO EMPLOY. Nothing in this Plan or any Award granted under this Plan will confer or be deemed to confer on any Participant
any right to continue in the employ of, or to continue any other relationship with, Workday or any Parent, Subsidiary or Affiliate of
Workday or limit in any way any right Workday or any Subsidiary, Parent or Affiliate of Workday may have to terminate Participant’s
employment or other relationship at any time.


 


21.           CORPORATE
TRANSACTIONS.


 


21.1       In
the event that Workday is a party to a Corporate Transaction, all Awards will be subject to the definitive agreement memorializing such
Corporate Transaction. Such agreement need not treat all Awards in an identical manner (and treatment may vary from Award to Award and/or
from Participant to Participant), and it will provide for one or more of the following with respect to each Award:


 


(a)            The
continuation of the Award by Workday (if Workday is the surviving corporation).


 


(b)           The
assumption of the Award by the surviving corporation or its parent in a manner that does not result in the imposition of taxation under
Section 409A of the Code.


 


(c)            The
substitution by the surviving corporation or its parent of an equivalent award in a manner that does not result in the imposition of taxation
under Section 409A of the Code.


 


(d)           Full
exercisability of an Option, full vesting of the Shares subject to an Option and/or full vesting of all other Awards, followed by the
cancellation of the Option or Award; provided, that any awards that must be settled on a deferred basis to comply with Section 409A
of the Code shall be so settled. The full exercisability of an Option, full vesting of the Shares subject to the Option and/or full vesting
of all other Awards may be contingent on the closing of such merger or consolidation. The Participant will be able to exercise an Option
during a period of not less than five full business days preceding the effective date of such merger or consolidation, unless (A) a
shorter period is required to permit a timely closing of such merger or consolidation and (B) such shorter period still offers the
Participant a reasonable opportunity to exercise an Option. Any exercise of an Option during such period may be contingent on the closing
of such merger or consolidation.


 






    	 	16	 



     


    

 


(e)       A
payment to the Participant in exchange for cancellation of the Award equal to the excess of (A) the Fair Market Value of the Shares
subject to the Award as of the effective date of such Corporate Transaction over (B) the Exercise Price or Purchase Price of Shares,
if any, as the case may be, subject to the Award. Such payment will be made in the form of cash, cash equivalents, or securities of the
surviving corporation or its parent with a Fair Market Value equal to the required amount. The acquiring or successor corporation may
provide substantially similar consideration to Participants as was provided to stockholders (after taking into account the existing provisions
of the Awards). Subject to Section 409A of the Code, such payment may be made in installments and may be deferred until the date
or dates when the Award would have become exercisable or would have vested. The amount of such payment initially will be calculated without
regard to whether or not the Award is then exercisable or vested. However, such payment may be subject to vesting based on the Award’s
vesting schedule and the Participant’s continuing service after the Corporate Transaction. In addition, any escrow, holdback, earnout
or similar provisions in the agreement providing for the Corporate Transaction may apply to such payment to the same extent and in the
same manner as such provisions apply to the holders of Shares. If the Exercise Price of the Shares subject to an Option exceeds the Fair
Market Value of such Shares, then the Option may be cancelled without making a payment to the Participant. For purposes of this subsection,
the Fair Market Value of any security will be determined without regard to any vesting conditions that may apply to such security.


 


Notwithstanding any other
provision in this Plan to the contrary, and unless otherwise determined by the Committee, in the event of a Corporate Transaction in which
the acquiring or successor corporation refuses to continue, assume, substitute, replace, or cash out any Award in accordance with this
Section 21, then notwithstanding any other provision in this Plan to the contrary, each such Award will be accelerated in full (contingent
upon the effectiveness of the Corporate Transaction) as of immediately prior to the time of consummation of the Corporate Transaction
(or such other time prior to the consummation of the Transaction as the Committee may determine). In such event, the Committee will notify
the Participant in writing or electronically that such Award will be exercisable (as applicable) for a period of time determined by the
Committee in its sole discretion, and such Award will terminate upon the expiration of such period; provided, however, that any awards
that must be settled on a deferred basis to comply with Section 409A of the Code shall be so settled. Awards need not be treated
similarly in a Corporate Transaction.


 


21.2         Assumption
of Awards by Workday. Workday, from time to time, also may substitute or assume outstanding awards granted by another company, whether
in connection with an acquisition of such other company or otherwise, by either; (a) granting an Award under this Plan in substitution
of such other company’s award; or (b) assuming such award as if it had been granted under this Plan if the terms of such assumed
award could be applied to an Award granted under this Plan. Such substitution or assumption will be permissible if the holder of the substituted
or assumed award would have been eligible to be granted an Award under this Plan if the other company had applied the rules of this
Plan to such grant. In the event Workday assumes an award granted by another company, except as otherwise provided in the definitive agreement
pursuant to which such assumption occurs or in the assumption agreement reflecting such assumption, the terms and conditions of such award
will remain unchanged (except that the Purchase Price or the Exercise Price, as the case may be, and the number and nature of Shares issuable
upon exercise or settlement of any such Award will be adjusted appropriately pursuant to Section 424(a) of the Code and, unless
otherwise determined by the Committee or Workday, the equity policies of Workday will apply to such awards). In the event Workday elects
to grant a new Option in substitution rather than assuming an existing option, such new Option may be granted with a similarly adjusted
Exercise Price. Substitute or assumed Awards will not reduce the number of Shares authorized for grant under the Plan.


 






    	 	17	 



     


    

 


21.3        Non-Employee
Directors’ Awards. Notwithstanding any provision to the contrary herein, in the event of a Corporate Transaction, the vesting
of all Awards granted to Non-Employee Directors will accelerate and such Awards will become exercisable (as applicable) in full prior
to the consummation of such event at such times and on such conditions as the Committee determines.


 


22.           ADOPTION
AND STOCKHOLDER APPROVAL. This Plan will be submitted for the approval of Workday’s stockholders, consistent with applicable
laws, within twelve (12) months before or after the date this Plan is adopted by the Board.


 


23.           TERM
OF PLAN/GOVERNING LAW. Unless earlier terminated as provided herein, this Plan will become effective on the Effective Date and will
terminate ten (10) years from the date this Plan is adopted by the Board. After this Plan is terminated or expires, no Awards may
be granted but Awards previously granted shall remain outstanding in accordance with their applicable terms and conditions. This Plan
and all Awards granted hereunder will be governed by and construed in accordance with the laws of the State of Delaware in the U.S. without
regard to such state’s conflict of laws rules.


 


24.           AMENDMENT
OR TERMINATION OF PLAN. The Board may at any time terminate or amend this Plan in any respect, including, without limitation, amendment
of any form of Award Agreement or instrument to be executed pursuant to this Plan; provided, however, that the Board will not, without
the approval of the stockholders of Workday, amend this Plan in any manner that requires such stockholder approval. No termination or
amendment of the Plan or any outstanding Award may materially adversely affect any then outstanding Award without the consent of the Participant,
unless such termination or amendment is necessary to comply with applicable law, regulation or rule.


 


25.          NONEXCLUSIVITY
OF THE PLAN. Neither the adoption of this Plan by the Board, the submission of this Plan to the stockholders of Workday for approval,
nor any provision of this Plan will be construed as creating any limitations on the power of the Board to adopt such additional compensation
arrangements as it may deem desirable, including, without limitation, the granting of stock awards and bonuses otherwise than under this
Plan, and such arrangements may be either generally applicable or applicable only in specific cases.


 


26.          INSIDER
TRADING POLICY. Each Participant who receives an Award will comply with any policy adopted by Workday from time to time covering transactions
in Workday’s securities by Employees, Consultants, officers and/or Directors of Workday and its Subsidiaries or Affiliates, as well
as with any applicable insider trading or market abuse laws to which the Participant may be subject.


 






    	 	18	 



     


    

 


27.         ALL
AWARDS SUBJECT TO WORKDAY’S CLAWBACK OR RECOUPMENT POLICY. All Awards, subject to applicable law, shall be subject to clawback
or recoupment pursuant to any compensation clawback or recoupment policy adopted by the Board or the Committee or required by law during
the term of Participant’s employment or other service with Workday or a Parent, Subsidiary or Affiliate that is applicable to Employees,
Directors or other service providers of Workday and its Parents, Subsidiaries or Affiliates, and in addition to any other remedies available
under such policy and applicable law, may require the cancellation of outstanding Awards and the recoupment of any gains realized with
respect to Awards. Further, unless otherwise determined by the Committee, to the extent a Participant receives any amount in excess of
the amount that the Participant should otherwise have received under the terms of an Award for any reason (including, without limitation,
by reason of mistake in calculation or other administrative error), the Participant shall promptly, upon notice from Workday of the overpayment,
be required to repay to Workday any such excess amount.


 


28.          CODE
SECTION 409A. This Plan and Awards granted hereunder are intended to comply with Section 409A of the Code and the Treasury
Regulations and guidance promulgated thereunder (collectively, “Section 409A”) to the extent subject thereto,
or otherwise be exempt from Section 409A, and, accordingly, to the maximum extent permitted, the Plan shall be interpreted and administered
to be in compliance therewith. Notwithstanding the foregoing, Workday does not guarantee that any payment under the Plan, any Award or
Award Agreement hereunder complies with or is exempt from Section 409A. Any payments described in the Plan that are due within the
 “short-term deferral period” as defined in Section 409A shall not be treated as deferred compensation unless required
by applicable law. No payment, benefit or consideration shall be substituted for an Award if such action would result in the imposition
of an additional tax under Section 409A. Notwithstanding anything to the contrary in the Plan or any Award Agreement, if any provision
in the Plan or an Award Agreement would result in the imposition of an additional tax under Section 409A, that Plan or Award Agreement
provision or Award shall be reformed, to the extent permissible under Section 409A, to avoid the imposition of the additional tax,
and no such action shall be deemed to adversely affect the Participant’s rights to an Award. In no event may any Participant, directly
or indirectly, designate the calendar year of any payment to be made under this Plan or any Award Agreement hereunder which constitutes
a “deferral of compensation” within the meaning of Section 409A. With respect to any Award that constitutes a “deferral
of compensation” within the meaning of Section 409A, references in the Plan or any Award Agreement to “termination of
service,” “termination of employment” and “termination of the Participant’s Service” (and substantially
similar phrases) shall mean “separation from service” within the meaning of Section 409A. For purposes of Section 409A,
each of the payments that may be made in respect of any Award granted under the Plan is designated as a separate payment. Notwithstanding
anything in the Plan or any Award Agreement to the contrary, to the extent required to avoid accelerated taxation and tax penalties under
Section 409A, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to the Plan or any Award
Agreement granted pursuant hereto during the six-month period immediately following the Participant’s termination of Service (the
 “Deferred Amounts”) shall instead be paid on the first payroll date after the earlier of (i) the six-month
anniversary of the Participant’s “separation from service” (as defined in Section 409A) or (ii) the Participant’s
death (such date, the “Section 409A Payment Date”), with any portion of the Deferred Amounts that would
otherwise be payable prior to the Section 409A Payment Date aggregated and paid in a lump sum without interest on the Section 409A
Payment Date. Notwithstanding the foregoing, none of Workday or any Subsidiary or Affiliate, the Committee or any of their respective
executives, members, partners, directors, officers or affiliates shall have any obligation to take any action to prevent the assessment
of any additional tax or penalty on any Participant under Section 409A and, by accepting an Award granted hereunder, the Participant
acknowledges and agrees that none of Workday, the Committee or any of their respective affiliates will have any liability to the Participant
for any such tax or penalty.


 






    	 	19	 



     


    

 


29.            DEFINITIONS.
As used in this Plan, and except as elsewhere defined herein, the following terms will have the following meanings:


 


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


 


“Award”
means any award under the Plan, including any Option, Restricted Stock Award, Stock Bonus Award, Stock Appreciation Right, Restricted
Stock Unit or Performance Award.


 


“Award Agreement”
means, with respect to each Award, the written or electronic agreement between Workday and the Participant setting forth the terms and
conditions of the Award and any country-specific appendix thereto for grants to non-U.S. Participants, which will be in substantially
a form (which need not be the same for each Participant) that the Committee (or in the case of Award Agreements that are not used by Insiders,
the Committee’s delegate(s)) has from time to time approved, and will comply with and be subject to the terms and conditions of
this Plan.


 


“Board”
means the Board of Directors of Workday.


 


“Cause”
means a determination by Workday (and in the case of a Participant who is an Insider, the Committee) that the Participant has committed
an act or acts constituting the following: (i) embezzlement or misappropriation of funds; (ii) conviction of, or entry of a
plea of nolo contendere to, a felony or other crime involving moral turpitude; (iii) commission of material acts of dishonesty, fraud,
or deceit; (iv) breach of any material provisions of any employment agreement (including the Proprietary Information and Invention
Agreement) or unauthorized disclosure or use of Workday’s confidential or proprietary information or trade secrets; (v) habitual
or willful neglect of duties; (vi) breach of fiduciary duty or any other duty whether imposed by law or the Board; (vii) violation
or breach of, or failure to comply with Workday’s code of ethics or conduct, or material violation or breach of, or failure to comply
with any of Workday’s rules, policies or procedures applicable to the Participant or any agreement in effect between Workday or
the Participant; or (viii) other conduct by such Participant that could be expected to be harmful to the business, interests or reputation
of Workday. This definition does not in any way limit Workday’s or any Subsidiary’s, Parent’s or Affiliate’s ability
to terminate a Participant’s employment or services at any time as provided in Section 20 above, and the term Workday will
be interpreted to include any Subsidiary or Affiliate, as appropriate. Notwithstanding the foregoing, the foregoing definition of “Cause”
may, in part or in whole, be modified or replaced in each individual employment agreement, Award Agreement, or other applicable agreement
with any Participant provided that such document specifically supersedes this definition.


 


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


 


“Committee”
means the Compensation Committee of the Board or those persons to whom administration of the Plan, or part of the Plan, has been delegated
as permitted by law.


 






    	 	20	 



     


    

 


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


 





“Consultant”
means any natural person, including an advisor or independent contractor, engaged by Workday or a Subsidiary, Parent or Affiliate of Workday
to render services to such entity.


 


“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, (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). Notwithstanding the foregoing, to the extent that any amount constituting
deferred compensation (as defined in Section 409A of the Code) would become payable under this Plan by reason of a Corporate Transaction,
such amount will become payable only if the event constituting a Corporate Transaction would also qualify as a change in ownership or
effective control of Workday or a change in the ownership of a substantial portion of the assets of Workday, each as defined within the
meaning of Code Section 409A, as it has been and may be amended from time to time, and any proposed or final Treasury Regulations
and IRS guidance that has been promulgated or may be promulgated thereunder from time to time.


 


“Director”
means a member of the Board.


 


“Disability”
means in the case of incentive stock options, total and permanent disability as defined in Section 22(e)(3) of the Code and
in the case of other Awards, that the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable
physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than
twelve (12) months.


 


“Dividend Equivalent
Right” means the right of a Participant, granted at the discretion of the Committee or as otherwise provided by the Plan,
to receive a credit for the account of such Participant in an amount equal to the cash, stock or other property dividends in amounts equivalent
to cash, stock or other property dividends for each Share represented by an Award held by such Participant.


 


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


 






    	 	21	 



     


    

 


“Employee”
means any person, including officers and Directors, providing services as an employee to Workday or any Parent, Subsidiary or Affiliate
of Workday. Neither service as a Director nor payment of a director’s fee by Workday will be sufficient to constitute “employment”
by Workday.


 


“Exchange Act”
means the United States Securities Exchange Act of 1934, as amended.


 


“Exchange Program”
means a program approved by Workday’s stockholders pursuant to which (i) outstanding Awards are surrendered, cancelled or exchanged
for cash, the same type of Award or a different Award (or combination thereof) or (ii) the exercise price of an outstanding Award
is increased or reduced.


 


“Exercise Price”
means, with respect to an Option, the price at which a holder may purchase the Shares issuable upon exercise of an Option and with respect
to a SAR, the price at which the SAR is granted to the holder thereof.


 


“Fair Market Value”
means, as of any date, the value of a share of Workday’s Common Stock determined as follows:


 


(a)            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 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;


 


(b)            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 as reported in The Wall Street Journal or such other source as the Committee
deems reliable; or


 


(c)            by
the Board or the Committee in good faith, and, if applicable, in accordance with the requirements of Section 409A of the Code.


 


“Insider”
means an officer or director of Workday or any other person whose transactions in Workday’s Common Stock are subject to Section 16
of the Exchange Act.


 


“IRS”
means the United States Internal Revenue Service.


 


“Non-Employee
Director” means a Director who is not an Employee of Workday or any Parent, or Subsidiary.


 


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


 


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


 






    	 	22	 



     


    

 


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


 


“Performance Award”
means cash or stock granted pursuant to Section 10 of the Plan.


 


“Performance Factors”
means any of the factors selected by the Committee (or, with respect to Performance Awards to Participants who are not Insiders, the Committee’s
delegate(s), as applicable) and specified in an Award Agreement, from among the following objective measures, either individually, alternatively
or in any combination, applied to Workday as a whole or any business unit or Subsidiary, either individually, alternatively, or in any
combination, on a GAAP or non-GAAP basis, and measured, to the extent applicable on an absolute basis or relative to a pre-established
target, to determine whether the performance goals established with respect to applicable Awards have been satisfied:


 


(a)            Profit
Before Tax;


 


(b)            Billings;


 


(c)            Revenue;


 


(d)           Net
revenue;


 


(e)            Earnings
(which may include earnings before interest and taxes, earnings before taxes, and net earnings, stock-based compensation expenses, depreciation
and amortization);


 


(f)            Operating
income;


 


(g)           Operating
margin;


 


(h)           Operating
profit;


 


(i)             Controllable
operating profit, or net operating profit;


 


(j)             Net
Profit;


 


(k)            Gross
margin;


 


(l)             Operating
expenses or operating expenses as a percentage of revenue;


 


(m)           Net
income;


 


(n)           Earnings
per share;


 


(o)           Total
stockholder return or relative stockholder return;


 


(p)           Market
share;


 


(q)           Return
on assets or net assets;


 


(r)            Workday’s
stock price;


 






    	 	23	 



     


    

 


(s)            Growth
in stockholder value relative to a pre-determined index;


 


(t)             Return
on equity;


 


(u)            Return
on invested capital;


 


(v)            Cash
Flow (including free cash flow or operating cash flows) or cash flow margins;


 


(w)     
       Cash conversion cycle;


 


(x)             Economic
value added;


 


(y)   
         Individual confidential business objectives;


 


(z)       
     Contract awards or backlog;


 


(aa)    
      Overhead or other expense reduction;


 


(bb)          Credit
rating;


 


(cc)          Strategic
plan development and implementation;


 


(dd)     
    Succession plan development and implementation;


 


(ee)          Improvement
in workforce diversity;


 


(ff)           Customer
indicators;


 


(gg)         New
product invention or innovation;


 


(hh)         Attainment
of research and development milestones;


 


(ii)            Improvements
in productivity;


 


(jj)            Bookings;


 


(kk)          Attainment
of objective operating goals and employee metrics;


 


(ll)            Completion
of an identified special project, joint venture or other corporate transaction;


 


(mm)        Employee
satisfaction and/or retention; and


 


(nn)         Any
other metric as determined by the Committee.


 


The Committee may provide for one or more equitable
adjustments to the Performance Factors to preserve the Committee’s original intent regarding the Performance Factors at the time
of the initial award grant, such as but not limited to, adjustments in recognition of unusual or non-recurring items such as acquisition
related activities or changes in applicable accounting rules. It is within the sole discretion of the Committee to make or not make any
such equitable adjustments.


 






    	 	24	 



     


    

 


“Performance Period”
means one or more periods determined by the Committee (or its delegate(s) with respect to Participants who are not Insiders), which
periods may be of varying and overlapping durations, over which the attainment of one or more Performance Factors will be measured for
the purpose of determining a Participant’s right to, and the payment of, a Performance Award.


 


“Performance Share”
means a performance share bonus granted as a Performance Award.


 


“Permitted Transferee”
means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law,
father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law (including adoptive relationships) of the Participant, any
person sharing the Participant’s household (other than a tenant or employee), a trust in which these persons (or the Participant)
have more than 50% of the beneficial interest, a foundation in which these persons (or the Participant) control the management of assets,
and any other entity in which these persons (or the Participant) own more than 50% of the voting interests.


 


“Plan”
means this Workday, Inc. 2022 Equity Incentive Plan.


 


“Purchase Price”
means the price to be paid for Shares acquired under the Plan, other than Shares acquired upon exercise of an Option or SAR.


 


“Restricted Stock”
means Shares that have not yet vested or are subject to a right of repurchase in favor of Workday (or any successor thereto).


 


“Restricted Stock
Award” means an award of Shares pursuant to Section 6 or Section 12 of the Plan, or issued pursuant to the early
exercise of an Option.


 


“Restricted Stock
Unit” means an Award granted pursuant to Section 9 or Section 12 of the Plan.


 


“SEC”
means the United States Securities and Exchange Commission.


 


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


 


“Shares”
means shares of Workday’s Common Stock and the common stock of any successor security.


 


“Stock Appreciation
Right” means an Award granted pursuant to Section 8 or Section 12 of the Plan.


 


“Stock Bonus”
means an Award granted pursuant to Section 7 or Section 12 of the Plan.


 


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


 






    	 	25	 



     


    

 


“Termination”
or “Terminated” means, for purposes of this Plan with respect to a Participant, that the Participant has for
any reason ceased to provide services as an Employee, Non-Employee Director, Consultant to Workday or an Affiliate, Parent or Subsidiary
of Workday. An employee will not be deemed to have ceased to provide services in the case of (i) sick or medical leave, (ii) military
leave, or (iii) any other leave of absence approved by Workday; provided, that such leave is for a period of not more than 90 days,
unless reemployment upon the expiration of such leave is guaranteed by contract or statute or unless provided otherwise pursuant to formal
policy adopted from time to time by Workday and issued and promulgated to employees in writing. In the case of any employee on an approved
leave of absence, Workday may make such provisions respecting suspension of vesting of the Award while on leave from the employ of Workday
or a Parent, Affiliate or Subsidiary of Workday as it may deem appropriate, except that in no event may an Award be exercised after the
expiration of the term set forth in the applicable Award Agreement. In the event of military leave, if required by applicable laws and
subject to applicable laws, vesting will continue for the longest period that vesting continues under any other statutory or Workday approved
leave of absence and, upon a Participant’s returning from military leave (under conditions that would entitle him or her to protection
upon such return under the Uniform Services Employment and Reemployment Rights Act), he or she will be given vesting credit with respect
to Awards to the same extent as would have applied had the Participant continued to provide services to Workday throughout the leave on
the same terms as he or she was providing services immediately prior to such leave. Unless determined otherwise by the Committee or set
forth in an agreement between Workday and a Participant (and subject to the terms of such agreement including any applicable Award Agreement),
an employee will be considered to have terminated employment for purposes of the Plan and any Award granted hereunder as of the date he
or she ceases to provide services to Workday or one of its Parents, Subsidiaries or Affiliates (regardless of whether the termination
is in breach of local employment laws or is later found to be invalid) and employment will not be extended by any notice period or garden
leave mandated by local law, provided, however that a change in status from an Employee to a Consultant or a Non-Employee Director (or
vice versa) will not result in a Termination, unless otherwise determined by Committee. Workday, or in the case of Insiders, the Committee
will have sole discretion to determine whether a Participant has ceased to provide services for purposes of the Plan and the effective
date on which the Participant ceased to provide services (the “Termination Date”).


 


“Treasury Regulations”
means regulations promulgated by the United States Treasury Department.


 


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


 






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