Document

Exhibit 10.3

REMITLY GLOBAL, INC.
2011 EQUITY INCENTIVE PLAN
As Adopted on November 4, 2011
(See Amendments at End of Document)
As Amended and Restated on November 4, 2020
1.    PURPOSE.  The purpose of this Plan is to provide incentives to attract, retain and motivate eligible persons whose present and potential contributions are important to the success of the  Company,  its Parent  and  Subsidiaries  by  offering  eligible persons  an opportunity  to participate  in  the  Company’s  future  performance  through  the  of Awards  covering  Shares. Capitalized terms not defined in the text are defined in Section 13 hereof.  Although this Plan is intended to be a written compensatory benefit plan within the meaning of Rule 701, grants may be made pursuant to this Plan that do not qualify for exemption under Rule 701.
2.    SHARES SUBJECT TO THE PLAN.
2.1    Number of Shares Available.   Subject to Sections 2.2 and 10 hereof, the total number of Shares reserved and available for grant and issuance pursuant to this Plan will be 43,899,677 Shares.  Subject to Sections 2.2, 4.10 and 10 hereof, Shares subject to Awards that are cancelled, forfeited, settled in cash or that expire by their terms will again be available for grant and issuance in connection with other Awards.  At all times the Company will reserve and keep available a sufficient number of Shares as will be required to satisfy the requirements of all Awards granted and outstanding under this Plan.
2.2    Adjustment of Shares.  In the event that the number of outstanding shares of the Company’s  Common Stock is changed by a stock dividend,  recapitalization,  stock split, reverse stock split,  subdivision, combination, reclassification  or similar change in the capital structure of the Company without consideration,  then (a) the number  of Shares reserved  for issuance under this Plan,  (b) the Exercise Prices of and number of Shares subject to outstanding Options and (c) the Purchase Prices of and/or number of Shares subject  to other outstanding Awards will be proportionately  adjusted,  subject to any required  action by the Board or the stockholders of the Company and compliance with applicable securities laws; provided, however, that fractions of a Share will not be issued but will either be paid in cash at the Fair Market Value of such fraction of a Share or will be rounded down to the nearest whole Share, as determined by the Committee; and provided,further, that the Exercise Price of any Option may not be decreased to below the par value of the Shares.
3.    PLAN FOR BENEFIT OF SERVICE PROVIDERS.
3.1    Eligibility.   The Committee will have the authority to select persons to receive Awards.    ISOs (as defined in  Section 4 hereof) may be  granted only to employees (including officers and directors who are also employees) of the Company or of a Parent or Subsidiary of the Company.  NQSOs (as defined in Section 4 hereof) and all other types of Awards may be granted to employees, officers, directors and consultants of the Company or any Parent or Subsidiary of the Company; provided such consultants render bona fide services not in 








connection with the offer and sale of securities in a capital-raising  transaction when Rule 701  is to apply to the Award granted for such services.   A person may be granted more than one Award under this Plan.
3.2    No Obligation  to Employ.   Nothing  in this Plan or any Award granted under this Plan will confer or be deemed to confer on any Participant any right to continue in the employ of, or to continue any other relationship with, the Company or any Parent or Subsidiary or limit in any way the right of the Company or any Parent or Subsidiary to terminate Participant’s employment or other relationship at any time, with or without Cause.
4.    OPTIONS.  The Committee may grant Options to eligible persons described in Section 3 hereof and will determine whether such Options will be Incentive Stock Options within the meaning of the Code (“ISOs”)  or Nonqualified  Stock Options (“NQSOs”),  the number  of Shares subject to the Option, the Exercise Price of the Option, the period during which the Option may be exercised, and all other terms and conditions of the Option, subject to the following.
4.1    Form of Option  Grant.   Each Option  granted under this Plan will be evidenced by an Award Agreement which will expressly identify the Option as an ISO or an NQSO (“Stock Option Agreement”), and will be in such form and contain such provisions (which need not be the same for each Participant) as the Committee may from time to time approve, and which will comply with and be subject to the terms and conditions of this Plan.
4.2    Date of Grant.  The date of grant of an Option will be the date on which the Committee makes the determination  to grant such Option, unless a later date is otherwise specified by the Committee.  The Stock Option Agreement and a copy of this Plan will be delivered to the Participant within a reasonable time after the granting of the Option.
4.3    Exercise Period.   Options may be exercisable immediately but subject to repurchase pursuant to Section 9 hereof or may be exercisable within the times or upon the events determined by the Committee as set forth in the Stock Option Agreement governing such Option; provided, however, that (a) no Option will be exercisable after the expiration often (10) years from the date the Option is granted; and (b) no ISO granted to a person who directly or by attribution owns more than ten percent ( 10%) of the total combined voting power of all classes of stock of the Company or of any Parent or Subsidiary (“Ten Percent Shareholder”) 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.
4.4    Exercise Price.  The Exercise Price of an Option will be determined by the Committee when the Option is granted and shall not be less than the Fair Market Value per Share unless expressly determined in writing by the Committee on the Option’s date of grant; provided that the Exercise Price of an ISO granted to a Ten Percent Shareholder will not be less than one hundred ten percent (110%) of the Fair Market Value of the Shares on the date of grant.  Payment for the Shares purchased must be made in accordance with Section 7 hereof.
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4.5    Method of Exercise.   Options may be exercised only by delivery to the Company of a written stock option exercise agreement  (the “Exercise Agreement”)  in a form approved  by the Committee  (which need not be the  same for each Participant).   The Exercise Agreement will state (a) the number of Shares being purchased, (b) the restrictions imposed on the Shares  purchased  under  such  Exercise  Agreement,  if any,  and  (c)  such  representations   and agreements regarding Participant’s investment intent and access to information and other matters, if any, as may be required or desirable by the Company to comply with applicable  securities laws. Each Participant’s  Exercise Agreement may be modified by (i) agreement of Participant and the Company or (ii) substitution by the Company, upon becoming a public company,  in order to add the payment terms set forth in Section 6.1  that apply to a public company and such other terms as shall be necessary or advisable in order to exercise a public company option.  Upon exercise of an Option, Participant  shall execute  and deliver  to the Company  the Exercise  Agreement  then  in effect, together with payment in full of the Exercise Price for the number of Shares being purchased and payment of any applicable taxes.
4.6    Termination.   Subject to earlier termination pursuant to Sections 10 and 12.1  hereof and notwithstanding  the exercise periods  set forth in the Stock Option Agreement, exercise of an Option will always be subject to the following terms and conditions.
4.6.1    Other than Death or Disability  or for Cause.   If the Participant  is Terminated  for any reason other than death, Disability  or for Cause, then the Participant  may exercise such Participant’s Options only to the extent that such Options are exercisable as to Vested Shares upon the Termination Date or as otherwise determined by the Committee.  Such Options must be exercised by the Participant, if at all, as to all or some of the Vested Shares calculated as of the Termination Date or such other date determined by the Committee, within three (3) months after the Termination Date (or within such shorter time period, not less than thirty (30) days, or within such longer time period, not exceeding five (5) years, after the Termination Date as may be determined by the Committee, with any exercise beyond three (3) months after the Termination Date deemed to be an NQSO) but in any event, no later than the expiration date of the Options.
4.6.2    Death  or Disability.    If the Participant  is Terminated  because  of Participant’s death or Disability (or the Participant dies within three (3) months after a Termination other than for Cause), then Participant’s Options may be exercised only to the extent that such Options are exercisable as to Vested Shares by Participant on the Termination Date or as otherwise determined by the Committee.   Such options must be exercised by Participant  (or Participant’s legal representative  or authorized  assignee), if at all, as to all or some of the Vested  Shares calculated as of the Termination Date or such other date determined by the Committee,  within twelve (12) months after the Termination Date (or within such shorter time period, not less than six  (6) months,  or  within  such  longer  time  period,  not  exceeding  five  (5) years,  after  the Termination Date as may be determined by the Committee, with any exercise beyond (a) three (3) months  after  the  Termination  Date  when  the  Termination  is  for  any reason  other  than  the Participant’s death or disability, within the meaning of Section 22(e)(3) of the Code, or (a) twelve (12) months after the Termination Date when the Termination is for Participant’s disability, within the meaning of Section 22(e)(3) of the Code,  deemed to be an NQSO) but in any event no later than the expiration date of the Options.
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4.6.3    For Cause.  If the Participant is terminated for Cause, the Participant may  exercise  such Participant’s Options, but not to an extent  greater than  such Options  are exercisable as to Vested Shares upon the Termination Date and Participant’s Options shall expire on  such  Participant’s  Termination  Date,  or  at  such  later  time  and  on  such  conditions  as  are determined by the Committee.
4.6.4    Vesting.    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).
4.7    Limitations  on  Exercise.    The  Committee  may  specify  a  reasonable minimum number of Shares that may be purchased  on any exercise of an Option, provided that such minimum number will not prevent Participant from exercising the Option for the full number of Shares for which it is then exercisable.
4.8    Limitations on ISOs.  The aggregate Fair Market Value (determined as of the date of grant) of Shares with respect to which ISOs are exercisable  for the first time by a Participant  during any calendar year (under this Plan or under any other incentive stock option plan of the Company or any Parent or Subsidiary of the Company) will not exceed One Hundred Thousand Dollars ($100,000).  If the Fair Market Value of Shares on the date of grant with respect to which ISOs are exercisable for the first time by a Participant during any calendar year exceeds One Hundred Thousand Dollars ($100,000), then the Options for the first One Hundred Thousand Dollars ($100,000) worth of Shares to become exercisable in such calendar year will be ISOs and the Options for the amount in excess of One Hundred Thousand Dollars ($100,000) that become exercisable  in that calendar year will be NQSOs.   In the event that the Code or the regulations promulgated  thereunder are amended after the Effective Date (as defined in Section 12.1  hereof) to provide for a different limit on the Fair Market Value of Shares permitted to be subject to ISOs, then such different limit will be automatically  incorporated herein and will apply to any Options granted after the effective date of such amendment.
4.9    Modification,  Extension  or  Renewal.    The  Committee  may  modify, extend  or renew  outstanding  Options  and authorize  the grant of new Options  in substitution therefor, provided that any such action may not, without the written consent of a Participant, impair any of such Participant’s rights under any Option previously granted.   Any outstanding ISO that is modified,  extended,  renewed or otherwise altered will be treated in accordance with Section 424(h) of the Code.  Subject to Section 4.10 hereof, the Committee may reduce the Exercise Price of outstanding Options without the consent of Participants by a written notice to them; provided, however, that the Exercise Price may not be reduced below the minimum Exercise Price that would be permitted under Section 4.4 hereof for Options granted on the date the action is taken to reduce the Exercise Price; provided, further,  that the Exercise Price will not be reduced below the par value of the Shares, if any.
4.10    No Disqualification.  Notwithstanding  any other provision in this Plan, no term of this Plan relating to ISOs will be interpreted, amended or altered, nor will any discretion or authority granted under this Plan be exercised,  so as to disqualify this Plan under Section 422 of the Code or, without the consent of the Participant, to disqualify any Participant’s ISO under Section 422 of the Code.   In no event shall the total number  of Shares issued 
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(counting each reissuance of a Share that was previously issued and then forfeited or repurchased by the Company as a separate issuance) under the Plan upon exercise of ISOs exceed 131,699,031  Shares (adjusted in proportion to any adjustments  under Section 2.2 hereof) over the term of the Plan.
5.    RESTRICTED STOCK.  A Restricted Stock Award is an offer by the Company to sell to an eligible person Shares that are subject to certain specified restrictions.  The Committee will determine to whom an offer will be made, the number of Shares the person may purchase, the Purchase  Price, the restrictions  to which  the  Shares will be  subject,  and all other terms  and conditions of the Restricted Stock Award, subject to the following terms and conditions.
5.1    Form of Restricted Stock Award.  All purchases under a Restricted Stock Award made pursuant to this Plan will be evidenced by an Award Agreement (“Restricted Stock Purchase Agreement”) that will be in such form (which need not be the same for each Participant) as the Committee will from time to time approve, and will comply with and be subject to the terms and conditions  of this Plan.   The Restricted  Stock Award will be accepted by the Participant’s execution  and delivery  of the Restricted  Stock Purchase  Agreement  and full payment  for the Shares to the Company  within  thirty  (30) days  from the  date the Restricted  Stock Purchase Agreement is delivered to the person.  If such person does not execute and deliver the Restricted Stock Purchase Agreement  along with full payment  for the Shares to the Company within such thirty (30) days, then the offer will terminate, unless otherwise determined by the Committee.
5.2    Purchase Price.  The Purchase Price of Shares sold pursuant to a Restricted Stock Award will be determined by the Committee  on the date the Restricted  Stock Award is granted or at the time the purchase is consummated.  Payment of the Purchase Price must be made in accordance with Section 7 hereof.
5.3    Restrictions.   Restricted  Stock Awards may be subject to the restrictions set forth in Sections 8 and 9 hereof.
5.4    Termination of Participant. Except as may be set forth in the Participant’s Restricted  Stock Purchase  Agreement, vesting  ceases on such Participant’s Termination  Date (unless determined otherwise by the Committee).
6.    RESTRICTED STOCK UNITS.
6.1    Awards of Restricted Stock Units. A Restricted Stock Unit (“RSU”) is an Award covering a number of Shares that may be settled in cash, by issuance of those Shares at a date in the future, or by a combination  of cash and Shares.   No Purchase Price shall apply to an RSU settled in Shares.   The Committee will determine the terms of an RSU including, without limitation:  (a) the number of Shares subject to the RSU,  (b) the time or times during which the RSU may be settled, (c) the consideration to be distributed on settlement, and (d) the effect of the Participant’s  Termination  on each RSU.   All grants of RSUs will be evidenced by an Award Agreement (the “RSU Agreement”) that will be in such form (which need not be the same for each Participant) as the Committee will from time to time approve, and will comply 
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with and be subject to the terms and conditions of this Plan.  No RSU will have a term longer than ten (10) years from the date the RSU is granted.
6.2    Form and Timing of Settlement.  Payment of earned RSUs will be made as soon as practicable  after the date(s) determined by the Committee  and set forth in the RSU Agreement.  To  the  extent  permissible  under  applicable   law,  the  Committee  may  permit  a Participant to defer payment (including settlement) under an RSU to a date or dates after the RSU has vested, provided that the terms of the RSU and any deferral satisfy the requirements of Section 409A  of the  Code  and any regulations  or rulings  promulgated  thereunder,  to the  extent  the Participant is subject to Section 409A of the Code.
6.3    Dividend  Equivalent  Payments.   The  Board  may  permit  Participants holding  RSUs  to  receive  dividend  equivalent  payments  on  outstanding  RSUs  if and  when dividends  are paid  to stockholders  on Shares.   In the discretion  of the Board,  such dividend equivalent payments may be paid in cash or Shares and they may either be paid at the same time as dividend payments are made to stockholders or delayed until Shares are issued pursuant to the RSU grants and may be subject to the same vesting or performance  requirements as the RSUs.  If the Board permits dividend equivalent payments to be made on RSUs, the terms and conditions for such dividend equivalent payments will be set forth in the RSU Agreement.
7.    PAYMENT FOR PURCHASES AND EXERCISES.
7.1    Payment in General.   Payment for Shares acquired pursuant to this Plan may be made in cash (by check) or, where expressly approved for the Participant by the Committee and where permitted by law:
(a)    by  cancellation  of indebtedness  of the  Company  owed  to  the Participant;
(b)    by surrender of shares of the Company that are clear of all liens, claims,  encumbrances  or security interests and:  (i) for which the Company has received “full payment  of the purchase price” within the meaning of SEC Rule 144 (and,  if such shares were purchased from the Company by use of a promissory note, such note has been fully paid with respect to such shares) or (ii) that were obtained by Participant in the public market;
(c)    by tender of a full recourse promissory note having such terms as may be approved  by the Committee  and bearing  interest  at a rate  sufficient  to avoid imputation  of income under Sections 483 and 1274 of the Code; provided, however, that Participants  who are not employees  or directors of the Company will not be entitled to purchase Shares with a promissory note unless the note is adequately secured by collateral other than the Shares; provided, further, that the portion of the Exercise Price or Purchase Price, as the case may be, equal to the par value of the Shares must be paid in cash or other legal consideration permitted by the laws under which the Company is then incorporated or organized;
(d)    by waiver of compensation  due or accrued to the Participant  from the Company for services rendered;
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(e)    by participating in a formal cashless exercise program implemented by the Committee in connection with the Plan;
(f)    subject   to  compliance   with  applicable   law  and  solely  in  the discretion of the Committee, by exercising as set forth below, provided that a public market for the Company’s Common Stock exists:
(i)    through a “same day sale” commitment from the Participant and  a broker-dealer  whereby  the  Participant  irrevocably  elects  to  exercise  the Award and to sell a portion of the Shares so purchased sufficient to pay the total Exercise  Price  or  Purchase  Price,  and  whereby  the  broker-dealer  irrevocably commits upon receipt of such Shares to forward the total Exercise Price or Purchase Price directly to the Company;  or
(ii)    through a “margin” commitment from the Participant and a broker-dealer whereby the Participant irrevocably elects to exercise the Award and to pledge  the  Shares so purchased  to the broker-dealer  in a margin  account  as security for a loan from the broker-dealer in the amount of the total Exercise Price or Purchase Price, and whereby the broker-dealer irrevocably commits upon receipt of such Shares to forward the total Exercise Price or Purchase Price directly to the Company;  or
(g)    by  any  combination  of the  foregoing  or  any  other  method  of payment approved by the Committee provided that in the case of an ISO, the permissible methods of payment shall be determined at the time of grant.
7.2    Withholding Taxes.
7.2.1    Withholding Generally.   Whenever Shares are to be issued in satisfaction of Awards granted under this Plan, the Company may require the Participant to remit to the Company an amount sufficient to satisfy applicable tax withholding requirements prior to the delivery of any certificate or certificates for such Shares.  Whenever, under this Plan, payments in satisfaction of Awards are to be made in cash by the Company, such payment will be net of an amount sufficient to satisfy applicable tax withholding requirements.
7.2.2    Stock Withholding.  When, under applicable tax laws, a Participant incurs tax liability in connection with the exercise or vesting of any Award that is subject to tax withholding  and the Participant  is obligated to pay the Company the amount required to be withheld, the Committee may in its sole discretion allow the Participant to satisfy the minimum tax withholding obligation by electing to have the Company withhold from the Shares to be issued up to the minimum number of Shares having a Fair Market Value on the date that the amount of tax to be withheld is to be determined that is not more than the minimum amount to be withheld; but in no event will the Company withhold Shares if such withholding would result in adverse accounting consequences to the Company.  Any elections by a Participant to have Shares withheld for this purpose will be made in accordance with the requirements established by the Committee for such elections and be in writing in a form acceptable to the Committee.
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8.    RESTRICTIONS ON AWARDS.
8.1    Transferability.  Except as permitted by the Committee, Awards granted under this Plan, and any interest therein, will not be transferable or assignable by Participant, other than by will or by the laws of descent and distribution, and, with respect to NQSOs, by instrument to an inter vivos or testamentary trust in which the NQSOs are to be passed to beneficiaries upon the death of the trustor (settlor), or by gift to “family member” as that term is defined in Rule 701, and may not be made subject to execution,  attachment  or similar process.   For the avoidance of doubt,  the prohibition  against  assignment  and  transfer  applies  to  a  stock  option  and,  prior  to exercise, the  shares to be  issued  on exercise  of a stock option,  and pursuant  to the foregoing sentence  shall be  understood  to  include,  without  limitation,  a prohibition  against  any pledge, hypothecation, or other transfer, including any short position, any “put equivalent position” or any “call equivalent position” (in each case, as defined in Rule 16a-1 promulgated under the Exchange Act.  During the lifetime of the Participant an Award will be exercisable only by the Participant or Participant’s  legal representative  and any elections with respect to an Award may be made only by the Participant or Participant’s  legal representative.   The terms of an Option shall be binding upon the executor,  administrator,  successors and assigns of the Participant who is a party thereto.
8.2    Securities Law and Other Regulatory Compliance.  Although this Plan is intended to be a written compensatory benefit plan within the meaning of Rule 701 promulgated under the  Securities Act,  grants may be made pursuant  to this Plan that  do not  qualify  for exemption under Rule 701.  An Award will not be effective unless such Award is in compliance with all applicable  federal and state securities laws,  rules and regulations of any governmental body, and the requirements of any stock exchange or automated quotation system upon which the Shares may then be listed or quoted,  as they are in effect on the date of grant of the Award and also on the date of exercise or other issuance.  Notwithstanding any other provision in this Plan, the Company will have no obligation to issue or deliver certificates for Shares under this Plan prior to (a) obtaining any approvals  from governmental  agencies that the Company  determines  are necessary or advisable, and/or (b) compliance with any exemption, completion of any registration or other qualification of such Shares under any state or federal law or ruling of any governmental body that the Company determines to be necessary or advisable.  The Company will be under no obligation  to register  the  Shares with the  SEC or to effect  compliance  with the exemption, registration,  qualification or listing requirements of any state securities laws,  stock exchange or automated quotation system, and the Company will have no liability for any inability or failure so do.
8.3    Exchange and Buyout of Awards.   The Committee may,  at any time or from time to time, authorize the Company, with the consent of the respective Participants, to issue new Awards in exchange for the surrender and cancellation of any or all outstanding Awards.  The Committee may at any time buy from a Participant an Award previously granted with payment in cash,  Shares  (including  Restricted  Stock)  or  other  consideration,  based  on  such terms  and conditions as the Committee and the Participant may agree.
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9.    RESTRICTIONS ON SHARES.
9.1    Privileges of Stock Ownership.  No Participant will have any of the rights of a stockholder with respect to any Shares until such Shares are issued to the Participant.  After Shares are issued to the Participant, the Participant will be a stockholder and have all the rights of a stockholder with respect to such Shares, including the right to vote and receive all dividends or other distributions made or paid with respect to such Shares; provided, that if such Shares are Restricted  Stock, then any new, additional or different  securities the Participant  may become entitled to receive with respect to such Shares by virtue of a stock dividend, stock split or any other change in the corporate or capital structure of the Company will be subject to the same restrictions as the Restricted  Stock.  The Participant will have no right to retain such stock dividends or stock distributions with respect to Unvested  Shares that are repurchased  as described in this Section 9.
9.2    Rights  of First  Refusal  and  Repurchase.    At  the  discretion  of the Committee, the Company may reserve to itself and/or its assignee(s) in the Award Agreement (a) a right of first refusal to purchase all Shares that a Participant  (or a subsequent transferee) may propose to transfer to a third party, provided that such right of first refusal terminates  upon the Company’s initial public offering of Common Stock pursuant to an effective registration statement filed under the Securities Act and (b) a right to repurchase Unvested Shares held by a Participant for cash  and/or  cancellation  of purchase  money  indebtedness  owed  to the  Company  by  the Participant following such Participant’s Termination at any time.
9.3    Escrow; Pledge of Shares To enforce any restrictions  on a Participant’s Shares, the Committee may require the Participant to deposit all certificates representing  Shares, together  with  stock  powers  or  other  instruments   of transfer  approved  by  the  Committee, appropriately  endorsed in blank,  with the Company  or an agent designated by the Company to hold in escrow until such restrictions have lapsed or terminated.   The Committee  may cause a legend or legends referencing  such restrictions to be placed on the certificate.   Any Participant who is permitted to execute a promissory note as partial or full consideration  for the purchase of Shares under this Plan will be required to pledge and deposit with the Company all or part of the Shares so purchased as collateral to secure the payment of Participant’s obligation to the Company under the promissory note; provided, however, that the Committee may require or accept other or additional  forms of collateral  to secure the payment  of such obligation  and,  in any event,  the Company will have full recourse against the Participant under the promissory note notwithstanding any pledge of the Participant’s  Shares or other collateral.   In connection with any pledge of the Shares, Participant will be required to execute and deliver a written pledge agreement in such form as the Committee will from time to time approve.  The Shares purchased with the promissory note may be released from the pledge on a pro rata basis as the promissory note is paid.
9.4    Securities Law Restrictions.  All certificates for Shares or other securities delivered under this Plan will be subject to such stock transfer orders, legends and other restrictions as the Committee may deem necessary or advisable, including restrictions under any applicable federal, state or foreign securities law, or any rules, regulations and other 
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requirements of the SEC or any stock exchange or automated  quotation  system upon which the Shares may be listed or quoted.
10.    CORPORATE TRANSACTIONS.
10.1    Assumption  or Replacement of Awards by Successor or Acquiring Entity.  If an Acquisition  or Other Combination  shall occur, then any or all outstanding Awards may be assumed, converted  or replaced by the successor  or acquiring  entity  (if any) of such Acquisition or Other Combination (or by any of its Parents, if any), which assumption, conversion or replacement will be binding on all Participants.  In the alternative, any successor or acquiring entity in such Acquisition  or Other Combination  (or any of its Parents,  if any) may substitute equivalent awards for outstanding Awards or provide substantially similar consideration to Participants  in respect  of their  outstanding  Awards  as was  provided  to  stockholders  of the Company  in  such  Acquisition  or  Other  Combination   after  taking  into  account  the  existing provisions of the outstanding Awards (except that the exercise price and the number and nature of shares issuable upon exercise of any such option or stock appreciation  right,  or any award that is subject to Section 409A of the Code, will be adjusted  appropriately  pursuant to Section 424(a) of the Code).   Any successor or acquiring  entity in such Acquisition  or Other Combination  (or any of its Parents,  if any) may also substitute by issuing,  in place of any Award of outstanding  Shares of the Company held by a Participant, substantially similar shares of stock or other property subject to repurchase restrictions and other provisions no less favorable to such Participant than those that applied to such outstanding  Shares immediately prior to such Acquisition  or Other Combination.
10.2    Awards Not Assumed or Replaced in an Acquisition.  If, in the event of an Acquisition, neither the successor or acquiring entity (if any) nor any Parent (if any) of such successor or acquiring  entity assumes, converts, replaces  or substitutes  outstanding  Awards as provided  above  in Section  10.1, then notwithstanding  any other provision  in this Plan to the contrary, and unless otherwise approved by the Committee or otherwise required by the terms of any Award Agreement  or any separate written agreement governing such Award that has been approved by the Board, each such Award that has not already terminated in accordance with the Plan   or  the   applicable   Award   Agreement   shall  terminate,  without   accelerating   vesting, immediately  prior  to  the  consummation   of such  Acquisition   (or  if such  Acquisition  is  an Acquisition by Sale of Assets, immediately prior to the Company’s distribution of any funds or assets to the Company’s stockholders following such Acquisition by Sale of Assets) at such times and upon such conditions as the Committee may determine.  Awards need not be treated similarly in a Corporate Transaction.
10.3    Assumption of Awards by the Company.   The Company,  from time to time, also may substitute  or assume outstanding  awards granted by another entity, whether  in connection with an acquisition of such other entity or otherwise, by either (a) granting an Award under this Plan in substitution of such other entity’s award or (b) assuming and/or converting 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 entity had applied the rules of this Plan to such 
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grant.   In the event the Company assumes an award granted by another entity, the terms and conditions of such award will remain unchanged  (except that the exercise price and the number and nature of shares issuable upon exercise of any such option or stock appreciation right, or any award that is subject to Section 409A of the Code, will be adjusted appropriately pursuant to Section 424(a) of the Code).   In the event the Company elects to grant a new Option rather than assuming an existing option, such new Option may be granted with a similarly adjusted Exercise Price.
11.    ADMINISTRATION.
11.1    Committee Authority.   This Plan will be administered by the Committee or the Board if no Committee is created by the Board.  Subject to the general purposes, terms and conditions of this Plan, and to the direction of the Board, the Committee will have full power to implement and carry out this Plan.  Without limitation, the Committee will have the authority to:
(a)    construe  and interpret  this Plan,  any Award  Agreement  and any other agreement or document executed pursuant to this Plan;
(b)    prescribe, amend, expand, modify and rescind or terminate rules and regulations relating to this Plan;
(c)    approve persons to receive Awards;
(d)    determine the form and terms of Awards;
(e)    determine  the number  of Shares or other consideration  subject  to Awards granted under this Plan;
(f)    determine whether Awards will be granted singly, in combination with, in tandem with, in replacement of, or as alternatives to, other Awards under this Plan or awards under any other incentive or compensation  plan of the Company or any Parent or Subsidiary of the Company;
(g)    grant waivers of any conditions of this Plan or any Award;
(h)    determine  the  terms  of vesting,   exercisability   and  payment  of Awards to be granted pursuant to this Plan;
(i)    correct   any   defect,   supply   any   omission,   or   reconcile   any inconsistency in this Plan, any Award, any Award Agreement, any Exercise Agreement or any Restricted Stock Purchase Agreement;
(j)    determine whether an Award has been earned;
(k)    extend the vesting period beyond a Participant’s Termination Date; and
(l)    make all other determinations necessary or advisable in connection with the administration of this Plan.
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11.2    Committee Composition and Discretion.   The Board may delegate full administrative  authority  over the Plan and Awards  to a Committee  consisting  of at least one member of the Board (or such greater number as may then be required by applicable law).  Unless in contravention  of any express  terms of this Plan or Award,  any determination  made by the Committee with respect to any Award will be made in its sole discretion either (a) at the time of grant of the Award, or (b) subject to Section 4.9 hereof, at any later time.  Any such determination will be final and binding on the Company and on all persons having an interest in any Award under this Plan.  To the extent permitted by applicable law, the Committee may delegate to one or more officers of the Company the authority to grant an Award under this Plan, provided that each such officer is a member of the Board.
11.3    Nonexclusivity of the Plan.  Neither the adoption of this Plan by the Board, the submission of this Plan to the stockholders of the Company for approval, nor any provision of this Plan will be construed as creating any limitations  on the power of the Board to adopt such additional compensation arrangements as it may deem desirable, including, without limitation, the granting  of stock  options  and  other  equity  awards  otherwise  than  under  this  Plan,  and  such arrangements may be either generally applicable or applicable only in specific cases.
11.4    Governing Law.  This Plan and all agreements hereunder shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to that body of laws pertaining to conflict of laws.
12.    EFFECTIVENESS, AMENDMENT AND TERMINATION OF THE PLAN.
12.1    Adoption and Stockholder Approval.  This Plan will become effective on the date that it is adopted by the Board (the “Effective Date”).   This Plan will be approved by the stockholders of the Company (excluding Shares issued pursuant to this Plan), consistent with applicable laws, within twelve (12) months before or after the Effective Date.  Upon the Effective Date, the Board may grant Awards pursuant to this Plan; provided, however, that: (a) no Option may be exercised prior to initial stockholder approval of this Plan; and (b) no Option granted pursuant to an increase in the number of Shares approved by the Board shall be exercised prior to the time such increase has been approved by the stockholders of the Company.
12.2    Term of Plan.  Unless earlier terminated as provided herein, this Plan will terminate ten (10) years from the Effective Date or, if earlier, ten (10) years from the date of stockholder approval.
12.3    Amendment or Termination of Plan.   Subject to Section 4.9 hereof, the Board may at any time (a) 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 and (b) terminate any and all outstanding Options or RSUs upon a dissolution or liquidation of the Company, followed by the payment of creditors and the distribution of any remaining funds to the Company’s stockholders; provided, however, that the Board will not, without the approval of the stockholders of the Company, amend this Plan in any manner that requires  such stockholder approval pursuant to the Code or the regulations promulgated under the Code as such provisions apply to ISO plans.
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13.    DEFINITIONS.   For all purposes of this Plan, the following terms will have the following meanings.
“Acquisition,” for purposes of Section 10, means:
(a)    any consolidation or merger in which the Company is a constituent entity or is a party in which the voting stock and other voting securities of the Company that  are outstanding  immediately prior to the consummation  of such consolidation  or merger  represent,  or  are  converted  into,  securities  of the  surviving  entity  of such consolidation or merger (or of any Parent of such surviving entity) that, immediately after the consummation of such consolidation or merger, together possess less than fifty percent (50%) of the total voting power of all voting securities of such surviving entity (or of any of its Parents,  if any) that are outstanding immediately after the consummation of such consolidation or merger;
(b)    a sale or other transfer by the holders thereof of outstanding voting stock and/or other voting  securities of the Company  possessing  more than  fifty percent (50%)  of the  total  voting  power  of all  outstanding  voting  securities  of the  Company, whether in one transaction  or in a series of related transactions, pursuant to an agreement or agreements to which the Company is a party and that has been approved by the Board, and pursuant to which such outstanding voting securities are sold or transferred to a single person or entity,  to one or more persons or entities who are Affiliates of each other,  or to one or more persons or entities acting in concert;  or
(c)    the sale, lease, transfer or other disposition,  in a single transaction or series of related transactions, by the Company and/or any Subsidiary or Subsidiaries of the Company, of all or substantially all the assets of the Company and its Subsidiaries taken as a whole,  (or, if substantially all of the assets of the Company and its Subsidiaries taken as  a whole  are  held  by  one  or more  Subsidiaries,  the  sale  or disposition  (whether  by consolidation, merger, conversion  or otherwise)  of such  Subsidiaries  of the Company), except where such sale, lease, transfer or other disposition is made to the Company or one or more wholly owned Subsidiaries of the Company (an “Acquisition by Sale of Assets”).
“Affiliate” of a specified person means a person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the person specified (where,  for purposes of this definition, the term “control” (including the terms controlling, controlled by and under common control with) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract, or otherwise.
“Award” means  any award pursuant  to the terms  and conditions  of this Plan, including any Option, Restricted Stock Unit or Restricted Stock Award.
“Award Agreement”  means,  with  respect  to  each  Award,  the  signed  written agreement between the Company and the Participant setting forth the terms and conditions of the Award as approved by the Committee.
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“Board” means the Board of Directors of the Company.
“Cause” means Termination because of (a) any willful, material violation by the Participant  of any law or regulation  applicable  to the business  of the Company or a Parent or Subsidiary of the Company, the Participant’s conviction for, or guilty plea to, a felony or a crime involving moral turpitude, or any willful perpetration by the Participant of a common law fraud, (b) the Participant’s commission of an act of personal dishonesty which involves personal profit in connection  with the Company  or any other  entity having  a business  relationship  with the Company,  (c) any material  breach  by  the Participant  of any provision  of any agreement  or understanding  between  the  Company  or  any Parent  or  Subsidiary  of the  Company  and  the Participant  regarding the terms of the Participant’s  service as an employee,  officer,  director or consultant to the Company or a Parent or Subsidiary of the Company, including without limitation, the willful and continued failure or refusal of the Participant to perform the material duties required of such Participant as an employee, officer, director or consultant of the Company or a Parent or Subsidiary of the Company,  other than as a result of having  a Disability,  or a breach of any applicable  invention  assignment and confidentiality  agreement or similar agreement between the Company or a Parent or Subsidiary of the Company and the Participant, (d) Participant’s disregard of the policies  of the Company  or any Parent or Subsidiary  of the Company  so as to cause loss, damage  or  injury   to  the  property,  reputation   or  employees  of the  Company  or  a  Parent  or Subsidiary  of the Company,  or (e) any other misconduct  by the Participant  which  is materially injurious  to the financial condition  or business reputation  of,  or is otherwise materially  injurious to, the Company or a Parent or Subsidiary of the Company.
“Code” means the Internal Revenue Code of 1986, as amended.
“Committee”  means  the  committee   created  and  appointed  by  the  Board  to administer this Plan, or if no committee is created and appointed, the Board.
“Common Stock”  means the Company’s  common  stock,  $0.0001  par value per share.
“Company” means Remitly Global, Inc., or any successor corporation.
“Disability” means a disability, whether temporary or permanent, partial or total, as determined by the Committee.
“Exchange Act” means the Securities Exchange Act of 1934, as amended.
“Exercise Price” means the price per Share at which a holder of an Option may purchase Shares issuable upon exercise of the Option.
“Fair Market Value” means, as of any date, the value of a share of the Company’s Common Stock determined as follows:
(a)    if such  Common   Stock  is  then  publicly  traded  on  a  national securities exchange, its closing price on the date of determination on the principal 
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national securities exchange on which the Common Stock is listed or admitted to trading as reported in The Wall Street Journal;
(b)    if such Common Stock is publicly traded but is not listed or admitted to trading on a national securities exchange, the average of the closing bid and asked prices on the date of determination as reported by The Wall Street Journal (or, if not so reported, as otherwise reported by any newspaper or other source as the Committee may determine); or
(c)    if none of the foregoing is applicable to the valuation in question, by the Committee in good faith.
“Option” means an award of an option to purchase Shares pursuant to Section 4 of this Plan.
“Other Combination” for purposes of Section 10 means any (a) consolidation  or merger  in which  the Company  is a constituent  entity and is not the surviving  entity of such consolidation  or  merger  or  (b)  any  conversion  of the  Company  into  another  form  of entity; provided that such consolidation, merger or conversion does not constitute an Acquisition.
“Parent” of a specified entity means,  any entity that,  either directly or indirectly, owns or controls such specified entity, where for this purpose, “control” means the ownership of stock,  securities or other interests that possess  at least a majority  of the voting power of such specified entity (including indirect ownership or control of such stock, securities or other interests).
“Participant” means a person who receives an Award under this Plan.
“Plan” means this 2011 Equity Incentive Plan, as amended from time to time.
“Purchase Price” means the price at which a Participant may purchase Restricted Stock pursuant to this Plan.
“Restricted Stock” means Shares purchased pursuant to a Restricted Stock Award under this Plan.
“Restricted Stock Award” means an award of Shares pursuant to 5 hereof. 
“Restricted Stock Unit” or “RSU” means an award made pursuant to Section 6 hereof.
“Rule 701” means Rule 701 et seq promulgated by the Commission  under the Securities Act.
“SEC” means the Securities and Exchange Commission.   “Securities Act” means the Securities Act of 1933, as amended.
“Shares” means shares of the Company’s Common Stock,  reserved for issuance under this Plan, as adjusted pursuant to Sections 2 and 10 hereof, and any successor security.
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“Subsidiary” means any entity (other than the Company) in an unbroken chain of entities beginning with the Company if each of the entities other than the last entity in the unbroken chain owns stock or other equity securities representing fifty percent (50%) or more of the total combined voting power of all classes of stock or other equity securities in one of the other entities in such chain.
“Termination” or “Terminated” means, for purposes of this Plan with respect to a Participant, that the Participant  has for any reason ceased to provide  services as an employee, officer,  director or consultant to the Company  or a Parent or Subsidiary of the Company.   A Participant will not be deemed to have ceased to provide services in the case of sick leave, military leave, or any other leave of absence approved by the Committee; provided that such leave is for a period of not more than ninety (90) days (a) unless reinstatement (or, in the case of an employee with an ISO, reemployment) upon the expiration of such leave is guaranteed by contract or statute, or (b) unless provided  otherwise pursuant  to formal policy  adopted from time to time by the Company’s Board and issued and promulgated in writing.   In the case of any Participant on sick leave, military leave or an approved leave of absence, the Committee may make such provisions respecting  suspension of vesting of the Award while on leave from the Company  or a Parent or Subsidiary of the Company as it may deem appropriate, except that in no event may an Option be exercised after the expiration of the term set forth in the Stock Option Agreement.  The Committee will have sole discretion to determine whether a Participant has ceased to provide services and the effective date on which the Participant ceased to provide services (the “Termination  Date”).
“Unvested Shares” means “Unvested Shares” as defined in the Award Agreement for an Award.
“Vested Shares” means “Vested Shares” as defined in the Award Agreement.
* * * * * * * * * * *
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AMENDMENTS
Plan originally  adopted November 4, 2011 (4,126 shares)  (approved by Board and stockholders effective November 4, 2011).
Plan amended effective December 22, 2011 (upon filing of Certificate of Amendment) to provide for 1-for-750 stock split resulting in 3,094,500 shares
Plan amended effective February 8, 2012 to increase reserved shares to 4,754,200 (approved by Board and stockholders effective February 8, 2012)
Plan amended effective April 18, 2012 to increase reserved shares to 6,128,467 (approved by Board and stockholders on April 18, 2012)
Plan amended effective December 20, 2013 to increase reserved shares to 8,755,621 (approved by Board and stockholders on December 20, 2013)
Plan amended effective March  11, 2015 to increase reserved shares to 11,538,654 (approved by Board and stockholders on March  10, 2015)
Plan amended effective July 3, 2015 to increase reserved shares to 12,793,654 (approved by Board on July 3, 2015 and stockholders on August 31, 2015)
Plan amended effective February 16, 2016 to increase reserved shares to 13,193,654 (approved by Board on February 16, 2016 and stockholders on February 19, 2016)
Plan amended effective February 16, 2016 to increase reserved shares to 17,905,727 (approved by Board on April 11, 2016 and stockholders on April 11, 2016)
Plan amended effective October 24, 2017 to increase reserved shares to 21,856,298 (approved by Board and stockholders effective October 24, 2017)
Plan amended effective July 13, 2018 to increase reserved shares to 27,016,798  (approved by Board effective July 13, 2018 and by stockholders effective July 16, 2018)
Plan amended effective February 8, 2019 to increase reserved shares to 28,682,168  (approved by Board effective February 8, 2019 and by stockholders effective February 20, 2019)
Plan amended effective May 29, 2019 to increase reserved shares to 32,599,677 (approved by Board effective May 29,  2019 and by stockholders effective May  30, 2019)
Plan amended effective February 4, 2020 to increase reserved shares to 35,599,677 (approved by Board effective February 4, 2020 and by stockholders effective March 5, 2020)
Plan amended effective November 4, 2020 to provide for award of Restricted Stock Units (RSUs) (approved by Board effective November 4, 2020; stockholder approval not required)
Plan amended effective February 17, 2021 to increase reserved shares to 43,899,677 shares (approved by Board effective February 17, 2021 and by stockholders effective July 29, 2021)