Exhibit 10.4


 


CYANOGEN INC.


2013 EQUITY INCENTIVE PLAN


 


SECTION 1. PURPOSE


 


The purpose of the Cyanogen Inc. 2013 Equity Incentive
Plan is to attract, retain and motivate employees, officers, directors, consultants, agents, advisors and independent contractors of the
Company and its Related Companies by providing them the opportunity to acquire a proprietary interest in the Company and to align their
interests and efforts to the long-term interests of the Company’s stockholders.


 


SECTION 2. DEFINITIONS


 


Certain capitalized terms used in the Plan have the meanings
set forth in Appendix A.


 


SECTION 3. ADMINISTRATION


 


	3.1	Administration of the Plan


 


The Plan shall be administered by the Board. All references in the
Plan to the “Plan Administrator” shall be to the Board.


 


	3.2	Administration and Interpretation by Plan Administrator


 


(a) Except for the terms and conditions explicitly
set forth in the Plan, and to the extent permitted by applicable law, the Plan Administrator shall have full power and exclusive authority,
subject to such orders or resolutions not inconsistent with the provisions of the Plan as may from time to time be adopted by the Board
to (i) select the Eligible Persons to whom Awards may from time to time be granted under the Plan; (ii) determine the type or types of
Award to be granted to each Participant under the Plan; (iii) determine the number of shares of Common Stock to be covered by each Award
granted under the Plan; (iv) determine the terms and conditions of any Award granted under the Plan; (v) approve the forms of notice or
agreement for use under the Plan; (vi) determine whether, to what extent and under what circumstances Awards may be settled in cash, shares
of Common Stock or other property or canceled or suspended; (vii) interpret and administer the Plan and any instrument evidencing an Award,
notice or agreement executed or entered into under the Plan; (viii) establish such rules and regulations as it shall deem appropriate
for the proper administration of the Plan; (ix) delegate ministerial duties to such of the Company’s employees as it so determines; and
(x) make any other determination and take any other action that the Plan Administrator deems necessary or desirable for administration
of the Plan.


 


(b) The effect on the vesting of an Award of a
Company-approved leave of absence or a Participant’s reduction in hours of employment or service shall be determined by the Company’s
chief human resources officer or other person performing that function or, with respect to directors or executive officers, by the Board,
whose determination shall be final.


 






     


     


    

 


(c) Decisions of the Plan Administrator shall
be final, conclusive and binding on all persons, including the Company, any Participant, any stockholder and any Eligible Person. A majority
of the members of the Plan Administrator may determine its actions.


 


SECTION 4. SHARES SUBJECT TO THE PLAN


 


	4.1	Authorized Number of Shares


 


Subject to adjustment from time to time as provided
in Section 14.1, a maximum of 7,108,479 shares of Common Stock shall be available for issuance under the Plan. Shares issued under the
Plan shall be drawn from authorized and unissued shares or shares now held or subsequently acquired by the Company as treasury shares.


 


	4.2	Share Usage


 


(a) Shares of Common Stock covered by an Award
shall not be counted as used unless and until they are actually issued and delivered to a Participant. If any Award lapses, expires, terminates
or is canceled prior to the issuance of shares thereunder or if shares of Common Stock are issued under the Plan to a Participant and
thereafter are forfeited to or otherwise reacquired by the Company, the shares subject to such Awards and the forfeited or reacquired
shares shall again be available for issuance under the Plan. Any shares of Common Stock (i) tendered by a Participant or retained by the
Company as full or partial payment to the Company for the purchase price of an Award or to satisfy tax withholding obligations in connection
with an Award, or (ii) covered by an Award that is settled in cash or in a manner such that some or all of the shares covered by the Award
are not issued, shall be available for Awards under the Plan. The number of shares of Common Stock available for issuance under the Plan
shall not be reduced to reflect any dividends or dividend equivalents that are reinvested into additional shares of Common Stock or credited
as additional shares of Common Stock subject or paid with respect to an Award.


 


(b) The Plan Administrator shall also, without
limitation, have the authority to grant Awards as an alternative to or as the form of payment for grants or rights earned or due under
other compensation plans or arrangements of the Company.


 






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(c) Notwithstanding any other provision of the
Plan to the contrary, the Plan Administrator may grant Substitute Awards under the Plan. In the event that a written agreement between
the Company and an Acquired Entity pursuant to which merger or consolidation is completed is approved by the Board and that agreement
sets forth the terms and conditions of the substitution for or assumption of outstanding awards of the Acquired Entity, those terms and
conditions shall be deemed to be the action of the Plan Administrator without any further action by the Plan Administrator, and the persons
holding such awards shall be deemed to be Participants.


 


(d) Notwithstanding any other provisions in this
Section 4.2 to the contrary, the maximum number of shares that may be issued upon the exercise of Incentive Stock Options shall equal
the aggregate share number stated in Section 4.1, subject to adjustment as provided in Section 14.1.


 


SECTION 5. ELIGIBILITY


 


An Award may be granted to any employee, officer
or director of the Company or a Related Company whom the Plan Administrator from time to time selects. An Award may also be granted to
any consultant, agent, advisor or independent contractor for bona fide services rendered to the Company or any Related Company that (a)
are not in connection with the offer and sale of the Company’s securities in a capital-raising transaction and (b) do not directly or
indirectly promote or maintain a market for the Company’s securities.


 


SECTION 6. AWARDS


 


	6.1	Form, Grant and Settlement of Awards


 


The Plan Administrator shall have the authority,
in its sole discretion, to determine the type or types of Awards to be granted under the Plan. Such Awards may be granted either alone
or in addition to or in tandem with any other type of Award. Any Award settlement may be subject to such conditions, restrictions and
contingencies as the Plan Administrator shall determine.


 


	6.2	Evidence of Awards


 


Awards granted under the Plan shall be evidenced
by a written, including an electronic, instrument that shall contain such terms, conditions, limitations and restrictions as the Plan
Administrator shall deem advisable and that are not inconsistent with the Plan.


 


	6.3	Dividends and Distributions


 


Participants may, if the Plan Administrator so
determines, be credited with dividends or dividend equivalents paid with respect to shares of Common Stock underlying an Award in a manner
determined by the Plan Administrator in its sole discretion. The Plan Administrator may apply any restrictions to the dividends or dividend
equivalents that the Plan Administrator deems appropriate. The Plan Administrator, in its sole discretion, may determine the form of payment
of dividends or dividend equivalents, including cash, shares of Common Stock, Restricted Stock or Stock Units. Notwithstanding the foregoing,
the right to any dividends or dividend equivalents declared and paid on the number of shares underlying an Option or Stock Appreciation
Right may not be contingent, directly or indirectly, on the exercise of the Option or Stock Appreciation Right, and must comply with or
qualify for an exemption under Section 409A. Also notwithstanding the foregoing, the right to any dividends or dividend equivalents declared
and paid on Restricted Stock must (a) be paid at the same time they are paid to other stockholders and (b) comply with or qualify for
an exemption under Section 409A.


 






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SECTION 7. OPTIONS


 


	7.1	Grant of Options


 


The Plan Administrator may grant Options designated
as Incentive Stock Options or Nonqualified Stock Options.


 


	7.2	Option Exercise Price


 


Options shall be granted with an exercise price
per share not less than 100% of the Fair Market Value of the Common Stock on the Grant Date (and not less than the minimum exercise price
required by Section 422 of the Code with respect to Incentive Stock Options), except in the case of Substitute Awards.


 


	7.3	Term of Options


 


Subject to earlier termination in accordance with
the terms of the Plan and the instrument evidencing the Option, the maximum term of an Option (the “Option Term”)
shall be ten years from the Grant Date. For Incentive Stock Options, the Option Term shall be as specified in Section 8.4.


 


	7.4	Exercise of Options


 


The Plan Administrator shall establish and set
forth in each instrument that evidences an Option the time at which, or the installments in which, the Option shall vest and become exercisable,
any of which provisions may be waived or modified by the Plan Administrator at any time. If not so established in the instrument evidencing
the Option, the Option shall vest and become exercisable according to the following schedule, which may be waived or modified by the Plan
Administrator at any time:


  


	
    Period of Participant’s Continuous Employment or Service

With the Company or Its Related Companies

From the Vesting Commencement Date
	 	
    Portion of Total Option That

Is Vested and Exercisable

	After 1 year	 	1/4th
	After each additional one-month period of continuous service completed thereafter	 	An additional 1/48 th
	After 4 years	 	100%


 






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To the extent an Option has vested and become
exercisable, the Option may be exercised in whole or from time to time in part by delivery to or as directed or approved by the Company
of a properly executed stock option exercise agreement or notice, in a form and in accordance with procedures established by the Plan
Administrator, setting forth the number of shares with respect to which the Option is being exercised, the restrictions imposed on the
shares purchased under such exercise agreement or notice, if any, and such representations and agreements as may be required by the Plan
Administrator, accompanied by payment in full as described in Section 7.5. An Option may be exercised only for whole shares and may not
be exercised for less than a reasonable number of shares at any one time, as determined by the Plan Administrator.


 


	7.5	Payment of Exercise Price


 


The exercise price for shares purchased under
an Option shall be paid in full to the Company by delivery of consideration equal to the product of the Option exercise price and the
number of shares purchased. Such consideration must be paid before the Company will issue the shares being purchased and must be in a
form or a combination of forms acceptable to the Plan Administrator for that purchase, which forms may include:


 


(a) cash;


 


(b) check or wire transfer;


 


(c) having the Company withhold shares of Common
Stock that would otherwise be issued on exercise of the Option that have an aggregate Fair Market Value equal to the aggregate exercise
price of the shares being purchased under the Option;


 


(d) tendering (either actually or, if and so long
as the Common Stock is registered under Section 12(b) or 12(g) of the Exchange Act, by attestation) shares of Common Stock owned by the
Participant that have an aggregate Fair Market Value equal to the aggregate exercise price of the shares being purchased under the Option;


 


(e) if and so long as the Common Stock is registered
under Section 12(b) or 12(g) of the Exchange Act, and to the extent permitted by law, delivery of a properly executed exercise agreement
or notice, together with irrevocable instructions to a brokerage firm designated or approved by the Company to deliver promptly to the
Company the aggregate amount of proceeds to pay the Option exercise price and any tax withholding obligations that may arise in connection
with the exercise, all in accordance with the regulations of the Federal Reserve Board; or


 






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(f) such other consideration as the Plan Administrator may permit.


 


In addition, to assist a Participant (including
directors and executive officers) in acquiring shares of Common Stock pursuant to an Option granted under the Plan, the Plan Administrator,
in its sole discretion and to the extent permitted by applicable law, may authorize, either at the Grant Date or at any time before the
acquisition of Common Stock pursuant to the Option, (i) the payment by a Participant of the purchase price of the Common Stock by a promissory
note or (ii) the guarantee by the Company of a loan obtained by the Participant from a third party. Such notes or loans must be full recourse
to the extent necessary to avoid adverse accounting charges to the Company’s earnings for financial reporting purposes. Subject to the
foregoing, the Plan Administrator shall in its sole discretion specify the terms of any loans or loan guarantees, including the interest
rate and terms of and security for repayment.


 


	7.6	Effect of Termination of Service


 


The Plan Administrator shall establish and set
forth in each instrument that evidences an Option whether the Option shall continue to be exercisable, and the terms and conditions of
such exercise, after a Termination of Service, any of which provisions may be waived or modified by the Plan Administrator at any time.
If not so established in the instrument evidencing the Option, the Option shall be exercisable according to the following terms and conditions,
which may be waived or modified by the Plan Administrator at any time:


 


(a) Any portion of an Option that is not vested
and exercisable on the date of a Participant’s Termination of Service shall expire on such date.


 


(b) Any portion of an Option that is vested and
exercisable on the date of a Participant’s Termination of Service shall expire on the earliest to occur of:


 


(i)   if the Participant’s
Termination of Service occurs for reasons other than Cause, Retirement, Disability or death, the date that is three months after such
Termination of Service;


 


(ii) if the Participant’s
Termination of Service occurs by reason of Retirement, Disability or death, the one-year anniversary of such Termination of Service; and


 


(iii) the Option Expiration
Date.


 


Notwithstanding the foregoing, if a Participant
dies after the Participant’s Termination of Service but while an Option is otherwise exercisable, the portion of the Option that is vested
and exercisable on the date of such Termination of Service shall expire upon the earlier to occur of (y) the Option Expiration Date and
(z) the one-year anniversary of the date of death, unless the Plan Administrator determines otherwise.


 






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Notwithstanding the foregoing, to the extent required
by applicable law, unless employment or services are terminated for Cause, the right to exercise an Option in the event of Termination
of Service, to the extent that the Participant is otherwise entitled to exercise an Option on the date of Termination of Service, shall
be


 


a. at least six months from
the date of a Participant’s Termination of Service if termination was caused by death or Disability; and


 


b. at least 30 days from
the date of a Participant’s Termination of Service if termination was caused by other than death or Disability;


 


c. but in no event later
than the Option Expiration Date.


 


Also notwithstanding the foregoing, in case a
Participant’s Termination of Service occurs for Cause, all Options granted to the Participant shall automatically expire upon first notification
to the Participant of such termination, unless the Plan Administrator determines otherwise. If a Participant’s employment or service relationship
with the Company is suspended pending an investigation of whether the Participant shall be terminated for Cause, all the Participant’s
rights under any Option shall likewise be suspended during the period of investigation. If any facts that would constitute termination
for Cause are discovered after a Participant’s Termination of Service, any Option then held by the Participant may be immediately terminated
by the Plan Administrator, in its sole discretion.


 


SECTION 8. INCENTIVE STOCK OPTION LIMITATIONS


 


Notwithstanding any other provisions of the Plan
to the contrary, the terms and conditions of any Incentive Stock Options shall in addition comply in all respects with Section 422 of
the Code or any successor provision, and any applicable regulations thereunder, including, to the extent required thereunder, the following:


 


	8.1	Dollar Limitation


 


To the extent the aggregate Fair Market Value
(determined as of the Grant Date) of Common Stock with respect to which a Participant’s Incentive Stock Options become exercisable for
the first time during any calendar year (under the Plan and all other stock option plans of the Company and its parent and subsidiary
corporations) exceeds $100,000, such portion in excess of $100,000 shall be treated as a Nonqualified Stock Option. In the event the Participant
holds two or more such Options that become exercisable for the first time in the same calendar year, such limitation shall be applied
on the basis of the order in which such Options are granted.


 


	8.2	Eligible Employees


 


Individuals who are not employees of the Company
or one of its parent or subsidiary corporations may not be granted Incentive Stock Options.


 






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	8.3	Exercise Price


 


Incentive Stock Options shall be granted with
an exercise price per share not less than 100% of the Fair Market Value of the Common Stock on the Grant Date and, in the case of an Incentive
Stock Option granted to a Participant who owns more than 10% of the total combined voting power of all classes of the stock of the Company
or of its parent or subsidiary corporations (a “Ten Percent Stockholder”), shall be granted with an exercise price
per share not less than 110% of the Fair Market Value of the Common Stock on the Grant Date. The determination of more than 10% ownership
shall be made in accordance with Section 422 of the Code.


 


	8.4	Option Term


 


Subject to earlier termination in accordance with
the terms of the Plan and the instrument evidencing the Option, the maximum term of an Incentive Stock Option shall not exceed ten years,
and in the case of an Incentive Stock Option granted to a Ten Percent Stockholder, shall not exceed five years.


 


	8.5	Exercisability


 


An Option designated as an Incentive Stock Option
shall cease to qualify for favorable tax treatment as an Incentive Stock Option to the extent it is exercised (if permitted by the terms
of the Option) (a) more than three months after the date of a Participant’s termination of employment if termination was for reasons other
than death or disability, (b) more than one year after the date of a Participant’s termination of employment if termination was by reason
of disability, or (c) more than six months following the first day of a Participant’s leave of absence that exceeds three months, unless
the Participant’s reemployment rights are guaranteed by statute or contract.


 


	8.6	Taxation of Incentive Stock Options


 


In order to obtain certain tax benefits afforded
to Incentive Stock Options under Section 422 of the Code, the Participant must hold the shares acquired upon the exercise of an Incentive
Stock Option for two years after the Grant Date and one year after the date of exercise. A Participant may be subject to the alternative
minimum tax at the time of exercise of an Incentive Stock Option. The Participant shall give the Company prompt notice of any disposition
of shares acquired on the exercise of an Incentive Stock Option prior to the expiration of such holding periods.


 


	8.7	Code Definitions


 


For the purposes of this Section 8, “disability,”
“parent corporation” and “subsidiary corporation” shall have the meanings attributed to those terms for purposes of
Section 422 of the Code.


 






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	8.8	Promissory Notes


 


The amount of any promissory note delivered pursuant
to Section 7.5 in connection with an Incentive Stock Option shall bear interest at a rate specified by the Plan Administrator, but in
no case less than the rate required to avoid imputation of interest (taking into account any exceptions to the imputed interest rules)
for federal income tax purposes.


 


SECTION 9. STOCK APPRECIATION RIGHTS


 


	9.1	Grant of Stock Appreciation Rights


 


The Plan Administrator may grant Stock Appreciation
Rights to Participants at any time on such terms and conditions as the Plan Administrator shall determine in its sole discretion. An SAR
may be granted in tandem with an Option or alone (“freestanding”). The grant price of a tandem SAR shall be equal
to the exercise price of the related Option. The grant price of a freestanding SAR shall be established in accordance with procedures
for Options set forth in Section 7.2. An SAR may be exercised upon such terms and conditions and for the term as the Plan Administrator
determines in its sole discretion; provided, however, that, subject to earlier termination in accordance with the terms of the Plan and
the instrument evidencing the SAR, the maximum term of a freestanding SAR shall be ten years, and in the case of a tandem SAR, (a) the
term shall not exceed the term of the related Option and (b) the tandem SAR may be exercised for all or part of the shares subject to
the related Option upon the surrender of the right to exercise the equivalent portion of the related Option, except that the tandem SAR
may be exercised only with respect to the shares for which its related Option is then exercisable.


 


	9.2	Payment of SAR Amount


 


Upon the exercise of an SAR, a Participant shall
be entitled to receive payment in an amount determined by multiplying: (a) the difference between the Fair Market Value of the Common
Stock on the date of exercise over the grant price of the SAR by (b) the number of shares with respect to which the SAR is exercised.
At the discretion of the Plan Administrator as set forth in the instrument evidencing the Award, the payment upon exercise of an SAR may
be in cash, in shares, in some combination thereof or in any other manner approved by the Plan Administrator in its sole discretion.


 


	9.3	Waiver of Restrictions


 


The Plan Administrator, in its sole discretion,
may waive any other terms, conditions or restrictions on any SAR under such circumstances and subject to such terms and conditions as
the Plan Administrator shall deem appropriate.


 






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SECTION 10. STOCK AWARDS, RESTRICTED
STOCK AND STOCK UNITS


 


	10.1	Grant of Stock Awards, Restricted Stock and Stock Units


 


The Plan Administrator may grant Stock Awards,
Restricted Stock and Stock Units on such terms and conditions and subject to such repurchase or forfeiture restrictions, if any, which
may be based on continuous service with the Company or a Related Company or the achievement of any performance goals, as the Plan Administrator
shall determine in its sole discretion, which terms, conditions and restrictions shall be set forth in the instrument evidencing the Award.


 


	10.2	Vesting of Restricted Stock and Stock Units


 


Upon the satisfaction of any terms, conditions
and restrictions prescribed with respect to Restricted Stock or Stock Units, or upon a Participant’s release from any terms, conditions
and restrictions of Restricted Stock or Stock Units, as determined by the Plan Administrator (a) the shares of Restricted Stock covered
by each Award of Restricted Stock shall become freely transferable by the Participant subject to the terms and conditions of the Plan,
the instrument evidencing the Award, and applicable securities laws, and (b) Stock Units shall be paid in shares of Common Stock or, if
set forth in the instrument evidencing the Awards, in cash or a combination of cash and shares of Common Stock. Any fractional shares
subject to such Awards shall be paid to the Participant in cash.


 


	10.3	Waiver of Restrictions


 


The Plan Administrator, in its sole discretion,
may waive the repurchase or forfeiture period and any other terms, conditions or restrictions on any Restricted Stock or Stock Unit under
such circumstances and subject to such terms and conditions as the Plan Administrator shall deem appropriate.


 


SECTION 11. OTHER STOCK OR CASH-BASED AWARDS


 


Subject to the terms of the Plan and such other
terms and conditions as the Plan Administrator deems appropriate, the Plan Administrator may grant other incentives payable in cash or
in shares of Common Stock under the Plan.


 


SECTION 12. WITHHOLDING


 


The Company may require the Participant to pay
to the Company the amount of (a) any taxes that the Company is required by applicable federal, state, local or foreign law to withhold
with respect to the grant, vesting or exercise of an Award (“tax withholding obligations”) and (b) any amounts
due from the Participant to the Company or to any Related Company (“other obligations”). Notwithstanding any other
provision of the Plan to the contrary, the Company shall not be required to issue any shares of Common Stock or otherwise settle an Award
under the Plan until such tax withholding obligations and other obligations are satisfied.


 






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The Plan Administrator may permit or require a
Participant to satisfy all or part of the Participant’s tax withholding obligations and other obligations by (a) paying cash to the Company,
(b) having the Company withhold an amount from any cash amounts otherwise due or to become due from the Company to the Participant, (c)
having the Company withhold a number of shares of Common Stock that would otherwise be issued to the Participant (or become vested, in
the case of Restricted Stock) having a Fair Market Value equal to the tax withholding obligations and other obligations, or (d) surrendering
a number of shares of Common Stock the Participant already owns having a value equal to the tax withholding obligations and other obligations.
The value of the shares so withheld or tendered may not exceed the employer’s minimum required tax withholding rate.


 


SECTION 13. ASSIGNABILITY


 


No Award or interest in an Award may be sold,
assigned, pledged (as collateral for a loan or as security for the performance of an obligation or for any other purpose) or transferred
by a Participant or made subject to attachment or similar proceedings otherwise than by will or by the applicable laws of descent and
distribution, except to the extent the Participant designates one or more beneficiaries on a Company-approved form who may exercise the
Award or receive payment under the Award after the Participant’s death. During a Participant’s lifetime, an Award may be exercised only
by the Participant. Notwithstanding the foregoing and to the extent permitted by Section 422 of the Code, the Plan Administrator, in its
sole discretion, may permit a Participant to assign or transfer an Award, subject to such terms and conditions as the Plan Administrator
shall specify.


 


SECTION 14. ADJUSTMENTS


 


	14.1	Adjustment of Shares


 


In the event, at any time or from time to time,
a stock dividend, stock split, spin-off, combination or exchange of shares, recapitalization, merger, consolidation, distribution to stockholders
other than a normal cash dividend, or other change in the Company’s corporate or capital structure results in (a) the outstanding shares
of Common Stock, or any securities exchanged therefor or received in their place, being exchanged for a different number or kind of securities
of the Company or any other company or (b) new, different or additional securities of the Company or any other company being received
by the holders of shares of Common Stock, then the Plan Administrator shall make proportional adjustments in (i) the maximum number and
kind of securities available for issuance under the Plan; (ii) the maximum number and kind of securities issuable as Incentive Stock Options
as set forth in Section 4.2(d); and (iii) the number and kind of securities that are subject to any outstanding Award and the per share
price of such securities, without any change in the aggregate price to be paid therefor. The determination by the Plan Administrator as
to the terms of any of the foregoing adjustments shall be conclusive and binding.


 






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Notwithstanding the foregoing, the issuance by
the Company of shares of stock of any class, or securities convertible into shares of stock of any class, for cash or property, or for
labor or services rendered, either upon direct sale or upon the exercise of rights or warrants to subscribe therefor, or upon conversion
of shares or obligations of the Company convertible into such shares or other securities, shall not affect, and no adjustment by reason
thereof shall be made with respect to, outstanding Awards. Also notwithstanding the foregoing, a dissolution or liquidation of the Company
or a Change of Control shall not be governed by this Section 14.1 but shall be governed by Sections 14.2 and 14.3, respectively.


 


	14.2	Dissolution or Liquidation


 


To the extent not previously exercised or settled,
and unless otherwise determined by the Plan Administrator in its sole discretion, Awards shall terminate immediately prior to the dissolution
or liquidation of the Company. To the extent a vesting condition, forfeiture provision or repurchase right applicable to an Award has
not been waived by the Plan Administrator, the Award shall be forfeited immediately prior to the consummation of the dissolution or liquidation.


 


	14.3	Change of Control


 


(a) Notwithstanding any other provision of the
Plan to the contrary, unless the Plan Administrator determines otherwise with respect to a particular Award in the instrument evidencing
the Award or in a written employment, services or other agreement between the Participant and the Company or a Related Company, in the
event of a Change of Control, if and to the extent an outstanding Award is not converted, assumed, substituted for or replaced by the
Successor Company, then such Award shall terminate upon effectiveness of the Change of Control. If and to the extent the Successor Company
converts, assumes, substitutes for or replaces an outstanding Award, the vesting and/or exercisability restrictions and/or forfeiture
and/or repurchase provisions applicable to such Award shall continue with respect to any shares of the Successor Company or other consideration
that may be received with respect to such Award.


 


(b) For the purposes of Section 14.3(a), an Award
shall be considered converted, assumed, substituted for or replaced by the Successor Company if following the Change of Control the Award
confers the right to purchase or receive, for each share of Common Stock subject to the Award immediately prior to the Change of Control,
the consideration (whether stock, cash, or other securities or property) received in the Change of Control by holders of Common Stock
for each share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration
chosen by the holders of a majority of the outstanding shares); provided, however, that if such consideration received in the Change of
Control is not solely common stock of the Successor Company, the Plan Administrator may, with the consent of the Successor Company, provide
for the consideration to be received pursuant to the Award, for each share of Common Stock subject thereto, to be solely common stock
of the Successor Company substantially equal in fair market value to the per share consideration received by holders of Common Stock in
the Change of Control. The determination of such substantial equality of value of consideration shall be made by the Plan Administrator,
and its determination shall be conclusive and binding.


 






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(c) Notwithstanding the foregoing, the Plan Administrator,
in its sole discretion, may instead provide in the event of a Change of Control that a Participant’s outstanding Awards shall terminate
upon or immediately prior to such Change of Control and that each such Participant shall receive, in exchange therefor, a cash payment
equal to the amount (if any) by which (i) the Acquisition Price multiplied by the number of shares of Common Stock subject to such outstanding
Awards (either to the extent then vested and exercisable, or subject to restrictions and/or forfeiture provisions, or whether or not then
vested and exercisable, or subject to restrictions and/or forfeiture provisions, as determined by the Plan Administrator in its sole discretion)
exceeds (ii) if applicable, the respective aggregate exercise, grant or purchase price payable with respect to shares of Common Stock
subject to such Awards.


 


(d) For the avoidance of doubt, nothing in this
Section 14.3 requires all Awards to be treated similarly.


 


	14.4	Further Adjustment of Awards


 


Subject to Sections 14.2 and 14.3, the Plan Administrator
shall have the discretion, exercisable at any time before a sale, merger, consolidation, reorganization, liquidation, dissolution or change
of control of the Company, as defined by the Plan Administrator, to take such further action as it determines to be necessary or advisable
with respect to Awards. Such authorized action may include (but shall not be limited to) establishing, amending or waiving the type, terms,
conditions or duration of, or restrictions on, Awards so as to provide for earlier, later, extended or additional time for exercise, lifting
restrictions and other modifications, and the Plan Administrator may take such actions with respect to all Participants, to certain categories
of Participants or only to individual Participants. The Plan Administrator may take such action before or after granting Awards to which
the action relates and before or after any public announcement with respect to such sale, merger, consolidation, reorganization, liquidation,
dissolution or change of control that is the reason for such action.


 


	14.5	No Limitations


 


The grant of Awards shall in no way affect the
Company’s right to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve,
liquidate or sell or transfer all or any part of its business or assets.


 


	14.6	Fractional Shares


 


In the event of any adjustment in the number of
shares covered by any Award, each such Award shall cover only the number of full shares resulting from such adjustment.


 






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	14.7	Section 409A


 


Subject to Section 18.5, but notwithstanding any
other provision of the Plan to the contrary, (a) any adjustments made pursuant to this Section 14 to Awards that are considered “deferred
compensation” within the meaning of Section 409A shall be made in compliance with the requirements of Section 409A and (b) any adjustments
made pursuant to this Section 14 to Awards that are not considered “deferred compensation” subject to Section 409A shall be
made in such a manner as to ensure that after such adjustment the Awards either (i) continue not to be subject to Section 409A or (ii)
comply with the requirements of Section 409A.


 


SECTION 15. FIRST REFUSAL; VOTING RESTRICTIONS


 


	15.1	First Refusal Rights


 


Until the date on which the initial registration
of the Common Stock under Section 12(b) or 12(g) of the Exchange Act first becomes effective, the Company shall have the right of first
refusal with respect to any proposed sale or other disposition by a Participant of any shares of Common Stock issued pursuant to an Award.
Such right of first refusal shall be exercisable in accordance with the terms and conditions established by the Plan Administrator and
set forth in the agreement evidencing the Participant’s receipt of the shares or, if applicable, in a shareholders agreement or other
similar agreement.


 


	15.2	Other Rights and Voting Restrictions


 


Until the date on which the initial registration
of the Common Stock under Section 12(b) or 12(g) of the Exchange Act first becomes effective, the Plan Administrator may require a Participant,
as a condition to receiving shares under the Plan, to become a party to a stock purchase agreement and/or a shareholders agreement or
other similar agreement, in the form designated by the Plan Administrator, pursuant to which Participant grants to the Company and/or
its other shareholders certain rights, including but not limited to co-sale rights, and agrees to certain voting restrictions with respect
to the Shares acquired by Participant under the Plan.


 


	15.3	General


 


The Company’s rights under this Section 15 are
assignable by the Company at any time.


 


SECTION 16. MARKET STANDOFF


 


In the event of an underwritten public offering
by the Company of its equity securities pursuant to an effective registration statement filed under the Securities Act, including the
Company’s initial public offering, no person may sell, make any short sale of, loan, hypothecate, pledge, grant any option for the purchase
of, or otherwise dispose of or transfer for value or otherwise agree to engage in any of the foregoing transactions with respect to any
shares issued pursuant to an Award granted under the Plan without the prior written consent of the Company or its underwriters. Such limitations
shall be in effect for such period of time as may be requested by the Company or such underwriters; provided, however, that in no event
shall such period exceed (a) 180 days after the effective date of the registration statement for such public offering or (b) such longer
period requested by the underwriters as is necessary to comply with regulatory restrictions on the publication of research reports (including,
but not limited to, NYSE Rule 472 or NASD Conduct Rule 2711, or any successor rules). The limitations of this Section 16 shall in all
events terminate two years after the effective date of the Company’s initial public offering.


 






    14


     


    

 


In the event of any stock split, stock dividend,
recapitalization, combination of shares, exchange of shares or other change affecting the Company’s outstanding Common Stock effected
as a class without the Company’s receipt of consideration, any new, substituted or additional securities distributed with respect to the
shares issued under the Plan shall be immediately subject to the provisions of this Section 16, to the same extent the shares issued under
the Plan are at such time covered by such provisions.


 


In order to enforce the limitations of this Section
16, the Company may impose stop-transfer instructions with respect to the shares until the end of the applicable standoff period.


 


SECTION 17. AMENDMENT AND TERMINATION


 


	17.1	Amendment, Suspension or Termination


 


The Board may amend, suspend or terminate the
Plan or any portion of the Plan at any time and in such respects as it shall deem advisable; provided, however, that, to the extent required
by applicable law, regulation or stock exchange rule, stockholder approval shall be required for any amendment to the Plan. Subject to
Section 17.3, the Board may amend the terms of any outstanding Award, prospectively or retroactively.


 


	17.2	Term of the Plan


 


The Plan shall have no fixed expiration date.
After the Plan is terminated, no future Awards may be granted, but Awards previously granted shall remain outstanding in accordance with
their applicable terms and conditions and the Plan’s terms and conditions. Notwithstanding the foregoing, no Incentive Stock Options may
be granted more than ten years after the later of (a) the adoption of the Plan by the Board and (b) the adoption by the Board of any amendment
to the Plan that constitutes the adoption of a new plan for purposes of Section 422 of the Code. Also notwithstanding the foregoing, no
Award may be granted to a resident of California more than ten years after the earlier of the date of adoption of the Plan and the date
the Plan is approved by the stockholders.


 


	17.3	Consent of Participant


 


The amendment, suspension or termination of the
Plan or a portion thereof or the amendment of an outstanding Award shall not, without the Participant’s consent, materially adversely
affect any rights under any Award theretofore granted to the Participant under the Plan. Any change or adjustment to an outstanding Incentive
Stock Option shall not, without the consent of the Participant, be made in a manner so as to constitute a “modification” that
would cause such Incentive Stock Option to fail to continue to qualify as an Incentive Stock Option.


 






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Notwithstanding the foregoing, any adjustments
made pursuant to Section 14 shall not be subject to these restrictions.


 


Subject to Section 18.5, but notwithstanding
any other provision of the Plan to the contrary, the Board shall have broad authority to amend the Plan or any outstanding Award without
the consent of the Participant to the extent the Board deems necessary or advisable to comply with, or take into account, changes in
applicable tax laws, securities laws, accounting rules or other applicable law, rule or regulation.


 


SECTION 18. GENERAL


 


	18.1	No Individual Rights



 


No individual or Participant shall have any claim to be
granted any Award under the Plan, and the Company has no obligation for uniformity of treatment of Participants under the Plan.


 


Furthermore, nothing in the Plan or any Award granted under
the Plan shall be deemed to constitute an employment contract or 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 Related Company or limit in any way the right of the
Company or any Related Company to terminate a Participant’s employment or other relationship at any time, with or without cause.


 


	18.2	Issuance of Shares



 


Notwithstanding any other provision of the Plan to the contrary,
the Company shall have no obligation to issue or deliver any shares of Common Stock under the Plan or make any other distribution of benefits
under the Plan unless, in the opinion of the Company’s counsel, such issuance, delivery or distribution would comply with all applicable
laws (including, without limitation, the requirements of the Securities Act or the laws of any state or foreign jurisdiction) and the
applicable requirements of any securities exchange or similar entity.


 


The Company shall be under no obligation to any Participant
to register for offering or resale or to qualify for exemption under the Securities Act, or to register or qualify under the laws of any
state or foreign jurisdiction, any shares of Common Stock, security or interest in a security paid or issued under, or created by, the
Plan, or to continue in effect any such registrations or qualifications if made.


 


As a condition to the exercise of an
Option or any other receipt of Common Stock pursuant to an Award under the Plan, the Company may require (a) the Participant to
represent and warrant at the time of any such exercise or receipt that such shares are being purchased or received only for the
Participant’s own account and without any present intention to sell or distribute such shares and (b) such other action or agreement
by the Participant as may from time to time be necessary to comply with the federal, state and foreign securities laws. At the
option of the Company, a stop-transfer order against any such shares may be placed on the official stock books and records of the
Company, and a legend indicating that such shares may not be pledged, sold or otherwise transferred, unless an opinion of counsel is
provided (concurred in by counsel for the Company) stating that such transfer is not in violation of any applicable law or
regulation, may be stamped on stock certificates to ensure exemption from registration. The Plan Administrator may also require the
Participant to execute and deliver to the Company a purchase agreement or such other agreement as may be in use by the Company at
such time that describes certain terms and conditions applicable to the shares.


 






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To the extent the Plan or any instrument evidencing an Award
provides for issuance of stock certificates to reflect the issuance of shares of Common Stock, the issuance may be effected on a noncertificated
basis, to the extent not prohibited by applicable law or the applicable rules of any stock exchange.


 


	18.3	Indemnification



 


Each person who is or shall have been a member of the Board
shall be indemnified and held harmless by the Company against and from any loss, cost, liability or expense that may be imposed upon or
reasonably incurred by such person in connection with or resulting from any claim, action, suit or proceeding to which such person may
be a party or in which such person may be involved by reason of any action taken or failure to act under the Plan and against and from
any and all amounts paid by such person in settlement thereof, with the Company’s approval, or paid by such person in satisfaction of
any judgment in any such claim, action, suit or proceeding against such person, unless such loss, cost, liability or expense is a result
of such person’s own willful misconduct or except as expressly provided by statute; provided, however, that such person shall give the
Company an opportunity, at its own expense, to handle and defend the same before such person undertakes to handle and defend it on such
person’s own behalf.


 


The foregoing right of indemnification shall not be exclusive
of any other rights of indemnification to which such person may be entitled under the Company’s certificate of incorporation or bylaws,
as a matter of law, or otherwise, or of any power that the Company may have to indemnify or hold harmless.


 


	18.4	No Rights as a Stockholder



 


Unless otherwise provided by the Plan Administrator or in
the instrument evidencing the Award or in a written employment, services or other agreement, no Award, other than a Stock Award, shall
entitle the Participant to any cash dividend, voting or other right of a stockholder unless and until the date of issuance under the Plan
of the shares that are the subject of such Award.


 


	18.5	Compliance with Laws and Regulations



 


In interpreting and applying the provisions
of the Plan, any Option granted as an Incentive Stock Option pursuant to the Plan shall, to the extent permitted by law, be construed
as an “incentive stock option” within the meaning of Section 422 of the Code.


 


The Plan and Awards granted under
the Plan are intended to be exempt from the requirements of Section 409A to the maximum extent possible, whether pursuant to the
short-term deferral exception described in Treasury Regulation Section 1.409A-1(b)(4), the exclusion applicable to stock options,
stock appreciation rights and certain other equity-based compensation under Treasury Regulation Section 1.409A-1(b)(5), or
otherwise. To the extent Section 409A is applicable to the Plan or any Award granted under the Plan, it is intended that the Plan
and any Awards granted under the Plan comply with the deferral, payout, plan termination and other limitations and restrictions
imposed under Section 409A. Notwithstanding any other provision of the Plan or any Award granted under the Plan to the contrary, the
Plan and any Award granted under the Plan shall be interpreted, operated and administered in a manner consistent with such
intentions; provided, however, that the Plan Administrator makes no representations that Awards granted under the Plan shall be
exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to Awards granted under the
Plan. Without limiting the generality of the foregoing, and notwithstanding any other provision of the Plan or any Award granted
under the Plan to the contrary, with respect to any payments and benefits under the Plan or any Award granted under the Plan to
which Section 409A applies, all references in the Plan or any Award granted under the Plan to the termination of the Participant’s
employment or service are intended to mean the Participant’s “separation from service,” within the meaning of Section
409A(a)(2)(A)(i) to the extent necessary to avoid subjecting the Participant to the imposition of any additional tax under Section
409A. In addition, if the Participant is a “specified employee,” within the meaning of Section 409A, then to the extent
necessary to avoid subjecting the Participant to the imposition of any additional tax under Section 409A, amounts that would
otherwise be payable under the Plan or any Award granted under the Plan during the six-month period immediately following the
Participant’s “separation from service,” within the meaning of Section 409A(a)(2)(A)(i), shall not be paid to the
Participant during such period, but shall instead be accumulated and paid to the Participant (or, in the event of the Participant’s
death, the Participant’s estate) in a lump sum on the first business day after the earlier of the date that is six months following
the Participant’s separation from service or the Participant’s death. Notwithstanding any other provision of the Plan to the
contrary, the Plan Administrator, to the extent it deems necessary or advisable in its sole discretion, reserves the right, but
shall not be required, to unilaterally amend or modify the Plan and any Award granted under the Plan so that the Award qualifies for
exemption from or complies with Section 409A.


 






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	18.6	Participants in Other Countries or Jurisdictions



 


Without amending the Plan, the Plan Administrator may grant
Awards to Eligible Persons who are foreign nationals on such terms and conditions different from those specified in the Plan, as may,
in the judgment of the Plan Administrator, be necessary or desirable to foster and promote achievement of the purposes of the Plan and
shall have the authority to adopt such modifications, procedures, subplans and the like as may be necessary or desirable to comply with
provisions of the laws or regulations of other countries or jurisdictions in which the Company or any Related Company may operate or have
employees to ensure the viability of the benefits from Awards granted to Participants employed in such countries or jurisdictions, meet
the requirements that permit the Plan to operate in a qualified or tax efficient manner, comply with applicable foreign laws or regulations
and meet the objectives of the Plan.


 


	18.7	No Trust or Fund



 


The Plan is intended to constitute an “unfunded”
plan. Nothing contained herein shall require the Company to segregate any monies or other property, or shares of Common Stock, or to create
any trusts, or to make any special deposits for any immediate or deferred amounts payable to any Participant, and no Participant shall
have any rights that are greater than those of a general unsecured creditor of the Company.


 


	18.8	Successors



 


All obligations of the Company under the Plan with respect
to Awards shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect
purchase, merger, consolidation, or otherwise, of all or substantially all the business and/or assets of the Company.


 


	18.9	Severability



 


If any provision of the Plan or any Award is determined
to be invalid, illegal or unenforceable in any jurisdiction, or as to any person, or would disqualify the Plan or any Award under any
law deemed applicable by the Plan Administrator, such provision shall be construed or deemed amended to conform to applicable laws, or,
if it cannot be so construed or deemed amended without, in the Plan Administrator’s determination, materially altering the intent of the
Plan or the Award, such provision shall be stricken as to such jurisdiction, person or Award, and the remainder of the Plan and any such
Award shall remain in full force and effect.


 


	18.10	Choice of Law and Venue



 


The Plan, all Awards granted
thereunder and all determinations made and actions taken pursuant hereto, to the extent not otherwise governed by the laws of the
United States, shall be governed by the laws of the State of California without giving effect to principles of conflicts of law.
Participants irrevocably consent to the nonexclusive jurisdiction and venue of the state and federal courts located in the State of
California.


 






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	18.11	Financial Reports



 


To the extent required by applicable law, the Company shall
provide annual financial statements of the Company to each Participant. Such financial statements need not be audited and need not be
issued to key persons whose duties within the Company assure them access to equivalent information.


 


	18.12	Legal Requirements



 


The granting of Awards and the issuance of shares of Common
Stock under the Plan is subject to all applicable laws, rules and regulations, and to such approvals by any governmental agencies or national
securities exchanges as may be required.


 


SECTION 19. EFFECTIVE DATE


 


The effective date (the “Effective Date”)
is the date on which the Plan is adopted by the Board. If the stockholders of the Company do not approve the Plan within 12 months after
the Board’s adoption of the Plan, any Incentive Stock Options granted under the Plan will be treated as Nonqualified Stock Options. To
the extent required under applicable law, any Award exercised before the stockholders of the Company approve the Plan shall be rescinded
if the stockholders of the Company do not approve the Plan by the later of (a) within 12 months before or after the date on which the
Board adopts the Plan and (b) prior to or within 12 months of the date on which any Award under the Plan is granted in California.


 












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PLAN ADOPTION
AND AMENDMENTS/ADJUSTMENTS SUMMARY PAGE


 


	Date of  

Board Action	 	Action	 	Section/Effect of

 Amendment	 	Date of Stockholder

 Approval
	 	 	 	 	 	 	 
	February 28, 2013	 	Initial Plan Adoption	 	 	 	February 28, 2013
	December 21, 2014	 	Increase authorized shares	 	Section 4.1	 	December 22, 2014



 




     


     


    

 


APPENDIX A


 


DEFINITIONS


 


As used in the Plan:


 


“Acquired Entity” means any entity
acquired by the Company or a Related Company or with which the Company or a Related Company merges or combines.


 


“Acquisition Price” means the fair
market value of the securities, cash or other property, or any combination thereof, receivable or deemed receivable upon a Change of Control
in respect of a share of Common Stock, as determined by the Plan Administrator in its sole discretion.


 


“Award” means any Option, Stock
Appreciation Right, Stock Award, Restricted Stock, Stock Unit or cash-based award or other incentive payable in cash or in shares of Common
Stock, as may be designated by the Plan Administrator from time to time.


 


“Board” means the Board of Directors
of the Company.


 


“Cause,” unless otherwise defined
in the instrument evidencing an Award or in a written employment, services or other agreement between the Participant and the Company
or a Related Company, means dishonesty, fraud, serious or willful misconduct, unauthorized use or disclosure of confidential information
or trade secrets, or conduct prohibited by law (except minor violations), in each case as determined by the Company’s chief human resources
officer or other person performing that function or, in the case of directors and executive officers, the Board, whose determination shall
be conclusive and binding.


 


“Change of Control,” unless the
Plan Administrator determines otherwise with respect to an Award at the time the Award is granted or unless otherwise defined for purposes
of an Award in a written employment, services or other agreement between the Participant and the Company or a Related Company, means consummation
of:


 


(a) a merger or
consolidation of the Company with or into any other company or other entity;


 


(b) a sale, in
one transaction or a series of transactions undertaken with a common purpose, of all of the Company’s outstanding voting securities; or


 


(c) a sale, lease,
exchange or other transfer, in one transaction or a series of related transactions, undertaken with a common purpose of all or substantially
all of the Company’s assets.


 


Notwithstanding the foregoing, a Change of Control shall
not include (i) a merger or consolidation of the Company in which the holders of the outstanding voting securities of the Company
immediately prior to the merger or consolidation hold at least a majority of the outstanding voting securities of the Successor
Company immediately after the merger or consolidation; (ii) a sale, lease, exchange or other transfer of all or substantially all of
the Company’s assets to a majority-owned subsidiary company; (iii) a transaction undertaken for the principal purpose of
restructuring the capital of the Company, including, but not limited to, reincorporating the Company in a different jurisdiction,
converting the Company to a limited liability company or creating a holding company; or (iv) any transaction that the Board
determines is not a Change of Control for purposes of the Plan.


 






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Where a series of transactions undertaken with a common
purpose is deemed to be a Change of Control, the date of such Change of Control shall be the date on which the last of such transactions
is consummated.


 


“Code” means the Internal Revenue
Code of 1986, as amended from time to time.


 


“Common Stock” means the common stock, par value $0.00001 per share,
of the Company.


 


“Company” means Cyanogen Inc., a Delaware corporation.


 


“Disability,” unless otherwise defined
by the Plan Administrator for purposes of the Plan or in the instrument evidencing an Award or in a written employment, services or other
agreement between the Participant and the Company or a Related Company, means a mental or physical impairment of the Participant that
is expected to result in death or that has lasted or is expected to last for a continuous period of 12 months or more and that causes
the Participant to be unable to perform his or her material duties for the Company or a Related Company and to be engaged in any substantial
gainful activity, in each case as determined by the Company’s chief human resources officer or other person performing that function or,
in the case of directors and executive officers, the Board, each of whose determination shall be conclusive and binding.


 


“Effective Date” has the meaning
set forth in Section 19.


 


“Eligible Person” means any person
eligible to receive an Award as set forth in Section 5.


 


“Exchange Act” means the Securities Exchange Act of 1934,
as amended from time to time.


 


“Fair Market Value” means the per
share fair market value of the Common Stock as established in good faith by the Plan Administrator or, if the Common Stock is publicly
traded, the closing price for the Common Stock on any given date during regular trading, or if not trading on that date, such price on
the last preceding date on which the Common Stock was traded, unless determined otherwise by the Plan Administrator using such methods
or procedures as it may establish.


 


“Grant Date”
means the later of (a) the date on which the Plan Administrator completes the corporate action authorizing the grant of an Award or
such later date specified by the Plan Administrator and (b) the date on which all conditions precedent to an Award have been
satisfied, provided that conditions to the exercisability or vesting of Awards shall not defer the Grant Date.


 






    A-2


     


    

 


“Incentive Stock Option” means an
Option granted with the intention that it qualify as an “incentive stock option” as that term is defined for purposes of Section
422 of the Code or any successor provision.


 


“Nonqualified Stock Option” means
an Option other than an Incentive Stock Option.


 


“Option” means a right to purchase Common Stock granted under
Section 7.


 


“Option Expiration Date” means the last day of the maximum term of an Option.


 


“Option Term”
means the maximum term of an Option as set forth in Section 7.3.


 


“Participant” means any Eligible Person to whom
an Award is granted.


 


“Plan” means the Cyanogen Inc. 2013
Equity Incentive Plan.


 


“Plan Administrator” has the meaning set forth in Section 3.1.


 


“Related Company” means any entity
that, directly or indirectly, is in control of, is controlled by or is under common control with the Company.


 


“Restricted Stock” means an Award
of shares of Common Stock granted under Section 10, the rights of ownership of which are subject to restrictions prescribed by the Plan
Administrator.


 


“Retirement,” unless otherwise defined
in the instrument evidencing the Award or in a written employment, services or other agreement between the Participant and the Company
or a Related Company, means “Retirement” as defined for purposes of the Plan by the Plan Administrator or the Company’s chief
human resources officer or other person performing that function or, if not so defined, means Termination of Service on or after the date
the Participant reaches “normal retirement age,” as that term is defined in Section 411(a)(8) of the Code.


 


“Section 409A” means Section 409A
of the Code.


 


“Securities Act” means the Securities
Act of 1933, as amended from time to time.


 


“Stock Appreciation Right” or “SAR”
means a right granted under Section 9.1 to receive the excess of the Fair Market Value of a specified number of shares of Common Stock
over the grant price.


 


“Stock Award” means an Award of
shares of Common Stock granted under Section 10, the rights of ownership of which are not subject to restrictions prescribed by the Plan
Administrator.


 




    A-3


     


    

 


“Stock Unit” means an Award denominated
in units of Common Stock granted under Section 10.


 


“Substitute Awards” means Awards
granted or shares of Common Stock issued by the Company in substitution or exchange for awards previously granted by an Acquired Entity.


 


“Successor Company” means the surviving
company, the successor company, the acquiring company or its parent, as applicable, in connection with a Change of Control.


 


“Termination of Service” means a
termination of employment or service relationship with the Company or a Related Company for any reason, whether voluntary or involuntary,
including by reason of death, Disability or Retirement. Any question as to whether and when there has been a Termination of Service for
the purposes of an Award and the cause of such Termination of Service shall be determined by the Company’s chief human resources officer
or other person performing that function or, with respect to directors and executive officers, by the Board, whose determination shall
be conclusive and binding. Transfer of a Participant’s employment or service relationship between the Company and any Related Company
shall not be considered a Termination of Service for purposes of an Award. Unless the Board determines otherwise, a Termination of Service
shall be deemed to occur if the Participant’s employment or service relationship is with an entity that has ceased to be a Related Company.
A Participant’s change in status from an employee of the Company or a Related Company to a nonemployee director, consultant, advisor or
independent contractor of the Company or a Related Company, or a change in status from a nonemployee director, consultant, advisor or
independent contractor of the Company or a Related Company to an employee of the Company or a Related Company, shall not be considered
a Termination of Service.


 


“Vesting Commencement Date” means
the Grant Date or such other date selected by the Plan Administrator as the date from which an Award begins to vest.


 


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