Exhibit 10.4



 Exhibit 10.4 
 SAFENET HOLDING CORPORATION 
 2010 EQUITY INCENTIVE PLAN 







 TABLE OF CONTENTS 

 

									
	 	  	 	  	 	  	Page	 
	 1.
	  	Purposes of the Plan	  	 	1	  
			
	 2.
	  	Stock Subject to the Plan	  	 	1	  
		  	(a)	  	Stock Subject to the Plan	  	 	1	  
		  	(b)	  	Automatic Share Reserve Increase	  	 	1	  
		  	(c)	  	Lapsed Awards	  	 	2	  
		  	(d)	  	Substitute Awards	  	 	2	  
		  	(e)	  	Share Reserve	  	 	2	  
			
	 3.
	  	Administration of the Plan	  	 	2	  
		  	(a)	  	Procedure	  	 	2	  
		  	(b)	  	Powers of the Administrator	  	 	3	  
		  	(c)	  	Effect of Administrator’s Decision	  	 	4	  
			
	 4.
	  	Eligibility	  	 	4	  
			
	 5.
	  	Stock Options	  	 	4	  
		  	(a)	  	Limitations	  	 	4	  
		  	(b)	  	Term of Option	  	 	5	  
		  	(c)	  	Option Exercise Price and Consideration	  	 	5	  
		  	(d)	  	Exercise of Option	  	 	6	  
			
	 6.
	  	Restricted Stock	  	 	7	  
		  	(a)	  	Grant of Restricted Stock	  	 	7	  
		  	(b)	  	Restricted Stock Agreement	  	 	7	  
		  	(c)	  	Transferability	  	 	8	  
		  	(d)	  	Other Restrictions	  	 	8	  
		  	(e)	  	Removal of Restrictions	  	 	8	  
		  	(f)	  	Voting Rights	  	 	8	  
		  	(g)	  	Dividends and Other Distributions	  	 	8	  
		  	(h)	  	Return of Restricted Stock to Company	  	 	8	  
			
	 7.
	  	Restricted Stock Units	  	 	9	  
		  	(a)	  	Grant	  	 	9	  
		  	(b)	  	Vesting Criteria and Other Terms	  	 	9	  
		  	(c)	  	Earning Restricted Stock Units	  	 	9	  
		  	(d)	  	Form and Timing of Payment	  	 	9	  
		  	(e)	  	Cancellation	  	 	9	  
			
	 8.
	  	Stock Appreciation Rights	  	 	9	  
		  	(a)	  	Grant of Stock Appreciation Rights	  	 	9	  
		  	(b)	  	Number of Shares	  	 	9	  
		  	(c)	  	Exercise Price and Other Terms	  	 	10	  
		  	(d)	  	Stock Appreciation Right Agreement	  	 	10	  
		  	(e)	  	Expiration of Stock Appreciation Rights	  	 	10	  
		  	(f)	  	Payment of Stock Appreciation Right Amount	  	 	10	  


  
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 TABLE OF CONTENTS (continued) 

 

									
	 	  	 	  	 	  	Page	 
	 9.
	  	Performance Units and Performance Shares	  	 	10	  
		  	(a)	  	Grant of Performance Units/Shares	  	 	10	  
		  	(b)	  	Value of Performance Units/Shares	  	 	11	  
		  	(c)	  	Performance Objectives and Other Terms	  	 	11	  
		  	(d)	  	Earning of Performance Units/Shares	  	 	11	  
		  	(e)	  	Form and Timing of Payment of Performance Units/Shares	  	 	11	  
		  	(f)	  	Cancellation of Performance Units/Shares	  	 	11	  
			
	 10.
	  	Leaves of Absence/Transfer Between Locations	  	 	11	  
			
	 11.
	  	Transferability of Awards	  	 	12	  
			
	 12.
	  	Adjustments; Dissolution or Liquidation; Merger or Change in Control	  	 	12	  
		  	(a)	  	Adjustments	  	 	12	  
		  	(b)	  	Dissolution or Liquidation	  	 	12	  
		  	(c)	  	Change in Control	  	 	13	  
		  	(d)	  	Outside Director Awards	  	 	14	  
			
	 13.
	  	Tax	  	 	14	  
		  	(a)	  	Withholding Requirements	  	 	14	  
		  	(b)	  	Withholding Arrangements	  	 	14	  
		  	(c)	  	Compliance With Code Section 409A	  	 	14	  
			
	 14.
	  	No Effect on Employment or Service	  	 	15	  
			
	 15.
	  	Date of Grant	  	 	15	  
			
	 16.
	  	Term of Plan	  	 	15	  
			
	 17.
	  	Amendment and Termination of the Plan	  	 	15	  
		  	(a)	  	Amendment and Termination	  	 	15	  
		  	(b)	  	Stockholder Approval	  	 	15	  
		  	(c)	  	Effect of Amendment or Termination	  	 	15	  
			
	 18.
	  	Conditions Upon Issuance of Shares	  	 	15	  
		  	(a)	  	Legal Compliance	  	 	15	  
		  	(b)	  	Investment Representations	  	 	16	  
			
	 19.
	  	Inability to Obtain Authority	  	 	16	  
			
	 20.
	  	Stockholder Approval	  	 	16	  
			
	 21.
	  	Information to Participants	  	 	16	  
			
	 22.
	  	Definitions	  	 	17	  
		
	 APPENDIX A TO SAFENET HOLDING CORPORATION 2010 EQUITY INCENTIVE PLAN
	  	 	1	  


  
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 SAFENET HOLDING CORPORATION 

2010 EQUITY INCENTIVE PLAN 
 1. Purposes of the Plan. The purposes of this Plan are: 
  

	 	•	 	 to attract and retain the best available personnel for positions of substantial responsibility, 



 

	 	•	 	 to provide additional incentive to Employees, Directors and Consultants, and 



 

	 	•	 	 to promote the success of the Company’s business. 



The Plan permits the grant of Incentive Stock Options, Nonstatutory Stock Options, Restricted Stock, Restricted Stock
Units, Stock Appreciation Rights, Performance Units and Performance Shares. 
 2.
Stock Subject to the Plan. 
 (a)
Stock Subject to the Plan. Subject to the provisions of Section 12 of the Plan, the maximum aggregate number of Shares that may be issued under the Plan is 6,000,000 Shares, plus (i) any Shares that, as of the
Registration Date, have been reserved but not issued pursuant to any awards granted under the SafeNet, Inc. Stock Incentive Plan (the “Prior Plan”) and are not subject to any awards granted thereunder, (ii) any Shares
subject to stock options or similar awards granted under the Prior Plan that expire or otherwise terminate without having been exercised in full and Shares issued pursuant to awards granted under the Prior Plan that are forfeited to or repurchased
by the Company (with the maximum number of Shares to be added to the Plan pursuant to clauses (i) and (ii) equal to 6,000,000 Shares), and (iii) the additional Shares described in Sections 2(b). The Shares may be authorized, but
unissued, or reacquired Common Stock. 
 (b) Automatic Share Reserve Increase. The number of Shares
available for issuance under the Plan will be increased on the first day of each Fiscal Year beginning with the 2012 Fiscal Year, in an amount equal to the lesser of: (i) 6,000,000 Shares; (ii) four percent (4%) of the
outstanding Shares on the last day of the immediately preceding Fiscal Year; or (iii) such number of Shares determined by the Board. 
 (c) Lapsed Awards. If an Award expires or becomes unexercisable without having been exercised in full, is surrendered pursuant to an Exchange Program, or, with respect to Restricted Stock,
Restricted Stock Units, Performance Units or Performance Shares, is forfeited to or repurchased by the Company due to failure to vest, the unpurchased Shares (or for Awards other than Options or Stock Appreciation Rights, the forfeited or
repurchased Shares), which were subject thereto will become available for future grant or sale under the Plan (unless the Plan has terminated). With respect to Stock Appreciation Rights, only Shares actually issued (i.e., the net Shares issued)
pursuant to a Stock Appreciation Right will cease to be available 







 
under the Plan and all remaining Shares under Stock Appreciation Rights will remain available for future grant or sale under the Plan (unless the Plan has terminated). Shares that have actually
been issued under the Plan under any Award will not be returned to the Plan and will not become available for future distribution under the Plan; provided, however, that if unvested Shares issued pursuant to Awards of Restricted Stock, Restricted
Stock Units, Performance Shares or Performance Units are repurchased by the Company or are forfeited to the Company, such Shares will become available for future grant under the Plan. Shares used to pay the exercise price of an Award or to satisfy
the tax withholding obligations related to an Award will become available for future grant or sale under the Plan. To the extent an Award under the Plan is paid out in cash rather than Shares, such cash payment will not result in reducing the number
of Shares available for issuance under the Plan. Notwithstanding the foregoing and, subject to adjustment as provided in Section 12, the maximum number of Shares that may be issued upon the exercise of Incentive Stock Options will equal the
aggregate Share number stated in Sections 2(a) and 2(b), plus, to the extent allowable under Code Section 422 and the Treasury Regulations promulgated thereunder, any Shares that become available for issuance under the Plan pursuant to
Section 2(c). 
 (d) Substitute Awards. Substitute Awards shall not reduce the Shares authorized for
issuance under the Plan. 
 (e) Share Reserve. The Company, during the term of this Plan, will at all
times reserve and keep available such number of Shares as will be sufficient to satisfy the requirements of the Plan. 
 3.
Administration of the Plan. 
 (a) Procedure. 

(i) Multiple Administrative Bodies. Different Committees with respect to different groups of Service Providers may
administer the Plan, provided that any Committee may only consist of independent, non-employee Directors. 
 (ii)
Section 162(m). To the extent that the Administrator determines it to be desirable to qualify Awards granted hereunder as “performance-based compensation” within the meaning of Section 162(m) of the Code on or after the
Registration Date, the Plan will 

  
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be, to the extent the Administrator determines it to be necessary to so qualify Awards as “performance-based compensation,” administered by a Committee of two (2) or more
“outside directors” within the meaning of Section 162(m) of the Code. 
 (iii) Rule 16b-3.
To the extent desirable to qualify transactions hereunder as exempt under Rule 16b-3, on or after the Registration Date, the transactions contemplated hereunder will be structured to satisfy the requirements for exemption under Rule 16b-3.

 (iv) Other Administration. Other than as provided above, the Plan will be administered by (A) the
Board or (B) a Committee, which committee will be constituted to satisfy Applicable Laws. 
 (b) Powers
of the Administrator. Subject to the provisions of the Plan, and in the case of a Committee, subject to the specific duties delegated by the Board to such Committee, the Administrator will have the authority, in its discretion: 

(i) to determine the Fair Market Value; 

(ii) to select the Service Providers to whom Awards may be granted hereunder; 

(iii) to determine the number of Shares to be covered by each Award granted hereunder; 

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

(v) to determine the terms and conditions, not inconsistent with the terms of the Plan, of any Award granted hereunder.
Such terms and conditions include, but are not limited to, the exercise price, the time or times when Awards may be exercised (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and any
restriction or limitation regarding any Award or the Shares relating thereto, based in each case on such factors as the Administrator will determine; 
 (vi) to determine the terms and conditions of any, and to institute any Exchange Program; 
 (vii) to construe and interpret the terms of the Plan and Awards granted pursuant to the Plan; 
 (viii) to prescribe, amend and rescind rules and regulations relating to the Plan, including rules and regulations relating to sub-plans established for the purpose of satisfying applicable foreign laws
or for qualifying for favorable tax treatment under applicable foreign laws; 

  
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 (ix) to modify or amend each Award (subject to Section 17 of the Plan),
including but not limited to the discretionary authority to extend the post-termination exercisability period of Awards and to extend the maximum term of an Option (subject to Section 5(b) of the Plan regarding Incentive Stock Options);

 (x) to allow Participants to satisfy withholding tax obligations in such manner as prescribed in
Section 13 of the Plan; 
 (xi) to authorize any person to execute on behalf of the Company any instrument
required to effect the grant of an Award previously granted by the Administrator; 
 (xii) in connection with
issuing Substitute Awards, provide that the Substitute Awards shall be subject to the terms and conditions of the plan and/or agreements under which the awards being assumed or substituted were originally issued, even where such terms are in
conflict or inconsistent with the terms of this Plan; 
 (xiii) to allow a Participant to defer the receipt of
the payment of cash or the delivery of Shares that would otherwise be due to such Participant under an Award; and 
 (xiv) to make all other determinations deemed necessary or advisable for administering the Plan. 
 (c) Effect of Administrator’s Decision. The Administrator’s decisions, determinations and interpretations will be final and binding on all Participants and any other holders of
Awards. 
 4. Eligibility. Nonstatutory Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock
Units, Performance Shares and Performance Units may be granted to Service Providers. Incentive Stock Options may be granted only to Employees. 
 5. Stock Options. 
 (a) Limitations. Each Option will
be designated in the Award Agreement as either an Incentive Stock Option or a Nonstatutory Stock Option. However, notwithstanding such designation, to the extent that the aggregate Fair Market Value of the Shares with respect to which Incentive
Stock Options are exercisable for the first time by the Participant during any calendar year (under all plans of the Company and any Parent or Subsidiary) exceeds one hundred thousand dollars ($100,000), such Options will be treated as Nonstatutory
Stock Options. For purposes of this Section 5(a), Incentive Stock Options will be taken into account in the order in which they were granted. The Fair Market Value of the Shares will be determined as of the time the Option with respect to such
Shares is granted. 

  
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 (b) Term of Option. The term of each Option will be stated in the
Award Agreement. In the case of an Incentive Stock Option, the term will be ten (10) years from the date of grant or such shorter term as may be provided in the Award Agreement. Moreover, in the case of an Incentive Stock Option granted to a
Participant who, at the time the Incentive Stock Option is granted, owns stock representing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or any Parent or Subsidiary, the term of the
Incentive Stock Option will be five (5) years from the date of grant or such shorter term as may be provided in the Award Agreement. 
 (c) Option Exercise Price and Consideration. 
 (i)
Exercise Price. The per share exercise price for the Shares to be issued pursuant to exercise of an Option will be determined by the Administrator, subject to the following: 

(1) In the case of an Incentive Stock Option 

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

 (B) granted to any Employee other than an Employee described in paragraph (A) immediately above, the per
Share exercise price will be no less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant. 
 (2) In the case of a Nonstatutory Stock Option, the per Share exercise price will be no less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant. 

(3) Notwithstanding the foregoing, Options may be granted with a per Share exercise price of less than one hundred
percent (100%) of the Fair Market Value per Share on the date of grant pursuant to a transaction described in, and in a manner consistent with, Section 424(a) of the Code. 

(ii) Waiting Period and Exercise Dates. At the time an Option is granted, the Administrator will fix the period
within which the Option may be exercised and will determine any conditions that must be satisfied before the Option may be exercised. 
 (iii) Form of Consideration. The Administrator will determine the acceptable form of consideration for exercising an Option, including the method of payment. In the case of an Incentive Stock
Option, the Administrator will determine the acceptable form of consideration at the time of grant. Such consideration may consist entirely of: (1) cash; (2) 

  
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check; (3) promissory note, to the extent permitted by Applicable Laws, (4) other Shares, provided that such Shares have a Fair Market Value on the date of surrender equal to the
aggregate exercise price of the Shares as to which such Option will be exercised and provided that accepting such Shares will not result in any adverse accounting consequences to the Company, as the Administrator determines in its sole discretion;
(5) consideration received by the Company under a broker-assisted (or other) cashless exercise program implemented by the Company in connection with the Plan; (6) by net exercise; (7) such other consideration and method of payment for
the issuance of Shares to the extent permitted by Applicable Laws; or (8) any combination of the foregoing methods of payment. 
 (d) Exercise of Option. 
 (i) Procedure for Exercise;
Rights as a Stockholder. Any Option granted hereunder will be exercisable according to the terms of the Plan and at such times and under such conditions as determined by the Administrator and set forth in the Award Agreement. An Option may not
be exercised for a fraction of a Share. 
 An Option will be deemed exercised when the Company receives:
(i) a notice of exercise (in such form as the Administrator may specify from time to time) from the person entitled to exercise the Option, and (ii) full payment for the Shares with respect to which the Option is exercised (together with
applicable withholding taxes). Full payment may consist of any consideration and method of payment authorized by the Administrator and permitted by the Award Agreement and the Plan. Shares issued upon exercise of an Option will be issued in the name
of the Participant or, if requested by the Participant, in the name of the Participant and his or her spouse. Until the Shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of
the Company), no right to vote or receive dividends or any other rights as a stockholder will exist with respect to the Shares subject to an Option, notwithstanding the exercise of the Option. The Company will issue (or cause to be issued) such
Shares promptly after the Option is exercised. No adjustment will be made for a dividend or other right for which the record date is prior to the date the Shares are issued, except as provided in Section 12 of the Plan. 

Exercising an Option in any manner will decrease the number of Shares thereafter available, both for purposes of the Plan
and for sale under the Option, by the number of Shares as to which the Option is exercised. 
 (ii)
Termination of Relationship as a Service Provider. If a Participant ceases to be a Service Provider, other than upon the Participant’s termination as the result of the Participant’s death or Disability, the Participant may exercise
his or her Option within such period of time as is specified in the Award Agreement to the extent that the Option is vested on the date of termination (but in no event later than the expiration of the term of such Option as set forth in the Award
Agreement). In the absence of a specified time in the Award Agreement, the Option will remain exercisable for three (3) months following the Participant’s termination. Unless otherwise provided by the Administrator, if on the date of
termination the Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of the 

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

(iv) Death of Participant. If a Participant dies while a Service Provider, the Option may be exercised following
the Participant’s death within such period of time as is specified in the Award Agreement to the extent that the Option is vested on the date of death (but in no event may the option be exercised later than the expiration of the term of such
Option as set forth in the Award Agreement), by the Participant’s designated beneficiary, provided such beneficiary has been designated prior to Participant’s death in a form acceptable to the Administrator. If no such beneficiary has been
designated by the Participant, then such Option may be exercised by the personal representative of the Participant’s estate or by the person(s) to whom the Option is transferred pursuant to the Participant’s will or in accordance with the
laws of descent and distribution. In the absence of a specified time in the Award Agreement, the Option will remain exercisable for twelve (12) months following Participant’s death. Unless otherwise provided by the Administrator, if at the
time of death Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option will immediately revert to the Plan. If the Option is not so exercised within the time specified herein, the Option will
terminate, and the Shares covered by such Option will revert to the Plan. 
 6. Restricted Stock. 

(a) Grant of Restricted Stock. Subject to the terms and provisions of the Plan, the Administrator, at any time and
from time to time, may grant Shares of Restricted Stock to Service Providers in such amounts as the Administrator, in its sole discretion, will determine. 
 (b) Restricted Stock Agreement. Each Award of Restricted Stock will be evidenced by an Award Agreement that will specify the Period of Restriction, the number of Shares granted, and such other
terms and conditions as the Administrator, in its sole discretion, will determine. Unless the Administrator determines otherwise, the Company as escrow agent will hold Shares of Restricted Stock until the restrictions on such Shares have lapsed.


  
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 (c) Transferability. Except as provided in this Section 6,
Shares of Restricted Stock may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated until the end of the applicable Period of Restriction. 

(d) Other Restrictions. The Administrator, in its sole discretion, may impose such other restrictions on Shares of
Restricted Stock as it may deem advisable or appropriate. 
 (e) Removal of Restrictions. Except as
otherwise provided in this Section 6, Shares of Restricted Stock covered by each Restricted Stock grant made under the Plan will be released from escrow as soon as practicable after the last day of the Period of Restriction or at such other
time as the Administrator may determine. The Administrator, in its discretion, may accelerate the time at which any restrictions will lapse or be removed. 
 (f) Voting Rights. During the Period of Restriction, Service Providers holding Shares of Restricted Stock granted hereunder may exercise full voting rights with respect to those Shares, unless the
Administrator determines otherwise. 
 (g) Dividends and Other Distributions. During the Period of
Restriction, Service Providers holding Shares of Restricted Stock will be entitled to receive all dividends and other distributions paid with respect to such Shares, unless the Administrator provides otherwise. If any such dividends or distributions
are paid in Shares, the Shares will be subject to the same restrictions on transferability and forfeitability as the Shares of Restricted Stock with respect to which they were paid. 

(h) Return of Restricted Stock to Company. On the date set forth in the Award Agreement, the Restricted Stock for
which restrictions have not lapsed will revert to the Company and again will become available for grant under the Plan. 

  
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 7. Restricted Stock Units. 

(a) Grant. Restricted Stock Units may be granted at any time and from time to time as determined by the
Administrator. After the Administrator determines that it will grant Restricted Stock Units under the Plan, it will advise the Participant in an Award Agreement of the terms, conditions, and restrictions related to the grant, including the number of
Restricted Stock Units. 
 (b) Vesting Criteria and Other Terms. The Administrator will set vesting
criteria in its discretion, which, depending on the extent to which the criteria are met, will determine the number of Restricted Stock Units that will be paid out to the Participant. The Administrator may set vesting criteria based upon the
achievement of Company-wide, business unit, or individual goals (including, but not limited to, continued employment), or any other basis determined by the Administrator in its discretion. 

(c) Earning Restricted Stock Units. Upon meeting the applicable vesting criteria, the Participant will be entitled
to receive a payout as determined by the Administrator. Notwithstanding the foregoing, at any time after the grant of Restricted Stock Units, the Administrator, in its sole discretion, may reduce or waive any vesting criteria that must be met to
receive a payout. 
 (d) Form and Timing of Payment. Payment of earned Restricted Stock Units will be made
as soon as practicable after the date(s) determined by the Administrator and set forth in the Award Agreement. The Administrator, in its sole discretion, may only settle earned Restricted Stock Units in cash, Shares, or a combination of both.

 (e) Cancellation. On the date set forth in the Award Agreement, all unearned Restricted Stock Units
will be forfeited to the Company. 
 8. Stock Appreciation Rights. 

(a) Grant of Stock Appreciation Rights. Subject to the terms and conditions of the Plan, a Stock Appreciation Right
may be granted to Service Providers at any time and from time to time as will be determined by the Administrator, in its sole discretion. 
 (b) Number of Shares. The Administrator will have complete discretion to determine the number of Stock Appreciation Rights granted to any Service Provider. 

  
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 (c) Exercise Price and Other Terms. The per share exercise price for
the Shares to be issued pursuant to exercise of a Stock Appreciation Right will be determined by the Administrator and will be no less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant. Otherwise, the
Administrator, subject to the provisions of the Plan, will have complete discretion to determine the terms and conditions of Stock Appreciation Rights granted under the Plan. 

(d) Stock Appreciation Right Agreement. Each Stock Appreciation Right grant will be evidenced by an Award Agreement
that will specify the exercise price, the term of the Stock Appreciation Right, the conditions of exercise, and such other terms and conditions as the Administrator, in its sole discretion, will determine. 

(e) Expiration of Stock Appreciation Rights. A Stock Appreciation Right granted under the Plan will expire upon the
date determined by the Administrator, in its sole discretion, and set forth in the Award Agreement. Notwithstanding the foregoing, the rules of Section 5(b) relating to the maximum term and Section 5(d) relating to exercise also will apply
to Stock Appreciation Rights. 
 (f) Payment of Stock Appreciation Right Amount. Upon exercise of a Stock
Appreciation Right, a Participant will be entitled to receive payment from the Company in an amount determined by multiplying: 
 (i) The difference between the Fair Market Value of a Share on the date of exercise over the exercise price; times 
 (ii) The number of Shares with respect to which the Stock Appreciation Right is exercised. 
 At the discretion of the Administrator, the payment upon Stock Appreciation Right exercise may be in cash, in Shares of equivalent value, or in some combination thereof. 

9. Performance Units and Performance Shares. 

(a) Grant of Performance Units/Shares. Performance Units and Performance Shares may be granted to Service Providers
at any time and from time to time, as will be determined by the Administrator, in its sole discretion. The Administrator will have complete discretion in determining the number of Performance Units and Performance Shares granted to each Participant.


  
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 (b) Value of Performance Units/Shares. Each Performance Unit will
have an initial value that is established by the Administrator on or before the date of grant. Each Performance Share will have an initial value equal to the Fair Market Value of a Share on the date of grant. 

(c) Performance Objectives and Other Terms. The Administrator will set performance objectives or other vesting
provisions (including, without limitation, continued status as a Service Provider) in its discretion which, depending on the extent to which they are met, will determine the number or value of Performance Units/Shares that will be paid out to the
Service Providers. The time period during which the performance objectives or other vesting provisions must be met will be called the “Performance Period.” Each Award of Performance Units/Shares will be evidenced by an Award Agreement that
will specify the Performance Period, and such other terms and conditions as the Administrator, in its sole discretion, will determine. The Administrator may set performance objectives based upon the achievement of Company-wide, divisional, or
individual goals, applicable federal or state securities laws, or any other basis determined by the Administrator in its discretion. 
 (d) Earning of Performance Units/Shares. After the applicable Performance Period has ended, the holder of Performance Units/Shares will be entitled to receive a payout of the number of Performance
Units/Shares earned by the Participant over the Performance Period, to be determined as a function of the extent to which the corresponding performance objectives or other vesting provisions have been achieved. After the grant of a Performance
Unit/Share, the Administrator, in its sole discretion, may reduce or waive any performance objectives or other vesting provisions for such Performance Unit/Share. 

(e) Form and Timing of Payment of Performance Units/Shares. Payment of earned Performance Units/Shares will be made
as soon as practicable after the expiration of the applicable Performance Period. The Administrator, in its sole discretion, may pay earned Performance Units/Shares in the form of cash, in Shares (which have an aggregate Fair Market Value equal to
the value of the earned Performance Units/Shares at the close of the applicable Performance Period) or in a combination thereof. 
 (f) Cancellation of Performance Units/Shares. On the date set forth in the Award Agreement, all unearned or unvested Performance Units/Shares will be forfeited to the Company, and again will be
available for grant under the Plan. 
 10. Leaves of Absence/Transfer Between Locations. Unless the Administrator
provides otherwise, vesting of Awards granted hereunder will be suspended during any unpaid leave of absence. A Participant will not cease to be an Employee in the case of (i) any leave of absence approved by the Company or (ii) transfers
between locations of the Company or between the Company, its Parent, or any Subsidiary. For 

  
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purposes of Incentive Stock Options, no such leave may exceed three (3) months, unless reemployment upon expiration of such leave is guaranteed by statute or contract. If reemployment upon
expiration of a leave of absence approved by the Company is not so guaranteed, then six (6) months following the first day of such leave any Incentive Stock Option held by the Participant will cease to be treated as an Incentive Stock Option
and will be treated for tax purposes as a Nonstatutory Stock Option. 
 11. Transferability of Awards. 

(a) Unless determined otherwise by the Administrator, an Award may not be sold, pledged, assigned, hypothecated,
transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the Participant, only by the Participant. If the Administrator makes an Award transferable, such
Award will contain such additional terms and conditions as the Administrator deems appropriate. 
 (b) Further,
until the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, no Award, nor the Shares underlying an Award, may be pledged, hypothecated or otherwise transferred or disposed of, in any manner,
including by entering into any short position, any “put equivalent position” or any “call equivalent position” (as defined in Rule 16a-1(h) and Rule 16a-1(b) of the Exchange Act, respectively), other than to (i) persons who
are “family members” (as defined in Rule 701(c)(3) of the Securities Act of 1933, as amended (the “Securities Act”) through gifts or domestic relations orders, (ii) to an executor or guardian of the Participant upon the
death or disability of the Participant, or (iii) as otherwise permitted in the sole discretion of the Administrator. 
 12.
Adjustments; Dissolution or Liquidation; Merger or Change in Control. 
 (a) Adjustments. In the
event that any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination,
repurchase, or exchange of Shares or other securities of the Company, or other change in the corporate structure of the Company affecting the Shares occurs, the Administrator, in order to prevent diminution or enlargement of the benefits or
potential benefits intended to be made available under the Plan, will adjust the number and class of Shares that may be delivered under the Plan and/or the number, class, and price of Shares covered by each outstanding Award, and the numerical Share
limits in Section 2 of the Plan. 
 (b) Dissolution or Liquidation. In the event of the proposed
dissolution or liquidation of the Company, the Administrator will notify each Participant as soon as practicable prior to the effective date of such proposed transaction. To the extent it has not been previously exercised, an Award will terminate
immediately prior to the consummation of such proposed action. 

  
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 (c) Change in Control. In the event of a merger or Change in Control,
each outstanding Award will be treated as the Administrator determines, including, without limitation, that each Award be assumed or an equivalent option or right substituted by the successor corporation or a Parent or Subsidiary of the successor
corporation. The Administrator will not be required to treat all Awards similarly in the transaction. 
 In the
event that the successor corporation does not assume or substitute for the Award, the Participant will fully vest in and have the right to exercise all of his or her outstanding Options and Stock Appreciation Rights, including Shares as to which
such Awards would not otherwise be vested or exercisable, all restrictions on Restricted Stock and Restricted Stock Units will lapse, and, with respect to Awards with performance-based vesting, all performance goals or other vesting criteria will be
deemed achieved at one hundred percent (100%) of target levels and all other terms and conditions met. In addition, if an Option or Stock Appreciation Right is not assumed or substituted in the event of a Change in Control, the Administrator
will notify the Participant in writing or electronically that the Option or Stock Appreciation Right will be exercisable for a period of time determined by the Administrator in its sole discretion, and the Option or Stock Appreciation Right will
terminate upon the expiration of such period. 
 For the purposes of this subsection (c), an Award will be
considered assumed if, following the Change in Control, the Award confers the right to purchase or receive, for each Share subject to the Award immediately prior to the Change in Control, the consideration (whether stock, cash, or other securities
or property) received in the Change in 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 in Control is not solely common stock of the successor corporation or its Parent, the Administrator may, with the consent of the successor
corporation, provide for the consideration to be received upon the exercise of an Option or Stock Appreciation Right or upon the payout of a Restricted Stock Unit, Performance Unit or Performance Share, for each Share subject to such Award, to be
solely common stock of the successor corporation or its Parent equal in fair market value to the per share consideration received by holders of Common Stock in the Change in Control. 

Notwithstanding anything in this Section 12(c) to the contrary, an Award that vests, is earned or paid-out upon the
satisfaction of one or more performance goals will not be considered assumed if the Company or its successor modifies any of such performance goals without the Participant’s consent; provided, however, a modification to such performance goals
only to reflect the successor corporation’s post-Change in Control corporate structure will not be deemed to invalidate an otherwise valid Award assumption. 

  
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 (d) Outside Director Awards. Notwithstanding anything herein to the
contrary, with respect to Awards granted to an Outside Director, upon a Change in Control the Participant will fully vest in and have the right to exercise Options and/or Stock Appreciation Rights as to all of the Shares underlying such Award,
including those Shares which would not otherwise be vested or exercisable, all restrictions on Restricted Stock and Restricted Stock Units will lapse, and, with respect to Performance Units and Performance Shares, all performance goals or other
vesting criteria will be deemed achieved at one hundred percent (100%) of target levels and all other terms and conditions met. 
 13. Tax. 
 (a) Withholding Requirements. Prior to the
delivery of any Shares or cash pursuant to an Award (or exercise thereof), the Company will have the power and the right to deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy federal, state, local,
foreign or other taxes (including the Participant’s FICA obligation) required to be withheld with respect to such Award (or exercise thereof). 
 (b) Withholding Arrangements. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit a Participant to satisfy such tax withholding
obligation, in whole or in part by (without limitation) (a) paying cash, (b) electing to have the Company withhold otherwise deliverable cash or Shares having a Fair Market Value equal to the minimum statutory amount required to be
withheld, or (c) delivering to the Company already-owned Shares having a Fair Market Value equal to the minimum statutory amount required to be withheld. The Fair Market Value of the Shares to be withheld or delivered will be determined as of
the date that the taxes are required to be withheld. 
 (c) Compliance With Code Section 409A. Awards
will be designed and operated in such a manner that they are either exempt from the application of, or comply with, the requirements of Code Section 409A such that the grant, payment, settlement or deferral will not be subject to the additional
tax or interest applicable under Code Section 409A, except as otherwise determined in the sole discretion of the Administrator. The Plan and each Award Agreement under the Plan is intended to meet the requirements of Code Section 409A
and will be construed and interpreted in accordance with such intent, except as otherwise determined in the sole discretion of the Administrator. To the extent that an Award or payment, or the settlement or deferral thereof, is subject to Code
Section 409A the Award will be granted, paid, settled or deferred in a manner that will meet the requirements of Code Section 409A, such that the grant, payment, settlement or deferral will not be subject to the additional tax or interest
applicable under Code Section 409A. 

  
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 14. No Effect on Employment or Service. Neither the Plan nor any Award will confer
upon a Participant any right with respect to continuing the Participant’s relationship as a Service Provider with the Company, nor will they interfere in any way with the Participant’s right or the Company’s right to terminate such
relationship at any time, with or without cause, to the extent permitted by Applicable Laws. 
 15. Date of Grant. The
date of grant of an Award will be, for all purposes, the date on which the Administrator makes the determination granting such Award, or such other later date as is determined by the Administrator. Notice of the determination will be provided to
each Participant within a reasonable time after the date of such grant. 
 16. Term of Plan. Subject to Section 20
of the Plan, the Plan will become effective upon its adoption by the Board. It will continue in effect for a term of ten (10) years from the date it becomes effective, unless terminated earlier under Section 17 of the Plan. 

17. Amendment and Termination of the Plan. 

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

(b) Stockholder Approval. The Company will obtain stockholder approval of any Plan amendment to the extent
necessary and desirable to comply with Applicable Laws. 
 (c) Effect of Amendment or Termination. No
amendment, alteration, suspension or termination of the Plan will impair the rights of any Participant, unless mutually agreed otherwise between the Participant and the Administrator, which agreement must be in writing and signed by the Participant
and the Company. Termination of the Plan will not affect the Administrator’s ability to exercise the powers granted to it hereunder with respect to Awards granted under the Plan prior to the date of such termination. 

18. Conditions Upon Issuance of Shares. 
 (a) Legal Compliance. Shares will not be issued pursuant to the exercise of an Award unless the exercise of such Award and the issuance and delivery of such Shares will comply with Applicable Laws
and will be further subject to the approval of counsel for the Company with respect to such compliance. 

  
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 (b) Investment Representations. As a condition to the exercise of an
Award, the Company may require the person exercising such Award to represent and warrant at the time of any such exercise that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares if,
in the opinion of counsel for the Company, such a representation is required. 
 19. Inability to Obtain Authority. The
inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, will relieve the Company of
any liability in respect of the failure to issue or sell such Shares as to which such requisite authority will not have been obtained. 
 20. Stockholder Approval. The Plan will be subject to approval by the stockholders of the Company within twelve (12) months after the date the Plan is adopted by the Board. Such stockholder
approval will be obtained in the manner and to the degree required under Applicable Laws. 
 21. Information to
Participants. Beginning on the earlier of (i) the date that the aggregate number of Participants under this Plan is five hundred (500) or more and the Company is relying on the exemption provided by Rule 12h-1(f)(1) under the Exchange
Act and (ii) the date that the Company is required to deliver information to Participants pursuant to Rule 701 under the Securities Act, and until such time as the Company becomes subject to the reporting requirements of Section 13 or
15(d) of the Exchange Act, is no longer relying on the exemption provided by Rule 12h-1(f)(1) under the Exchange Act or is no longer required to deliver information to Participants pursuant to Rule 701 under the Securities Act, the Company shall
provide to each Participant the information described in paragraphs (e)(3), (4), and (5) of Rule 701 under the Securities Act not less frequently than every six (6) months with the financial statements being not more than 180 days old and
with such information provided either by physical or electronic delivery to the Participants or by written notice to the Participants of the availability of the information on an Internet site that may be password-protected and of any password
needed to access the information. The Company may request that Participants agree to keep the information to be provided pursuant to this section confidential. If a Participant does not agree to keep the information to be provided pursuant to this
section confidential, then the Company will not be required to provide the information unless otherwise required pursuant to Rule 12h-1(f)(1) under the Exchange Act or Rule 701 of the Securities Act. 

  
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 22. Definitions. As used herein, the following definitions will apply: 

(a) “Administrator” means the Board or any of its Committees to which administration of the Plan
has been delegated. 
 (b) “Applicable Laws” means the requirements relating to the
administration of equity-based awards under U.S. state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Common Stock is listed or quoted and the applicable laws of any foreign
country or jurisdiction where Awards are, or will be, granted under the Plan. 
 (c)
“Award” means, individually or collectively, a grant under the Plan of Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Units or Performance Shares. 

(d) “Award Agreement” means the written or electronic agreement setting forth the terms and
provisions applicable to each Award granted under the Plan. Each Award Agreement is subject to the terms and conditions of the Plan. 
 (e) “Board” means the Board of Directors of the Company. 
 (f) “Change in Control” means the occurrence of any of the following events: 
 (i) A change in the ownership of the Company which occurs on the date that any one person, or more than one person acting as a group (“Person”), acquires ownership of the stock of
the Company that, together with the stock held by such Person, constitutes more than fifty percent (50%) of the total voting power of the stock of the Company; provided, however, that for purposes of this subsection, the acquisition of
additional stock by any one Person, who is considered to own more than fifty percent (50%) of the total voting power of the stock of the Company will not be considered a Change in Control; or 

(ii) A change in the effective control of the Company which occurs on the date that a majority of members of the Board is
replaced during any twelve (12) month period by Directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election. For purposes of this clause (ii), if any Person
is considered to be in effective control of the Company, the acquisition of additional control of the Company by the same Person will not be considered a Change in Control; or 

(iii) A change in the ownership of a substantial portion of the Company’s assets which occurs on the date that any
Person acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such person or persons) assets from the Company that have a total gross fair market value equal to or more than fifty
percent (50%) of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions; provided, however, that for purposes of this subsection (iii), the following will not constitute a
change in the ownership of a substantial portion of the Company’s assets: (A) a transfer to an entity that is controlled by the Company’s stockholders immediately after the transfer, or (B) a transfer of assets by the Company to:
(1) a 

  
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stockholder of the Company (immediately before the asset transfer) in exchange for or with respect to the Company’s stock, (2) an entity, fifty percent (50%) or more of the total
value or voting power of which is owned, directly or indirectly, by the Company, (3) a Person, that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all the outstanding stock of the Company,
or (4) an entity, at least fifty percent (50%) of the total value or voting power of which is owned, directly or indirectly, by a Person described in this subsection (iii)(B)(3). For purposes of this subsection (iii), gross fair market
value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. 

For purposes of this definition, persons will be considered to be acting as a group if they are owners of a corporation
that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company. 
 Notwithstanding the foregoing, a transaction shall not be deemed a Change in Control unless the transaction qualifies as a change in control event within the meaning of Section 409A of the Code and
the Treasury Regulations and Internal Revenue Service guidance promulgated thereunder. 
 (g)
“Code” means the Internal Revenue Code of 1986, as amended. Reference to a specific section of the Code or regulation thereunder shall include such section or regulation, any valid regulation promulgated under such section,
and any comparable provision of any future legislation or regulation amending, supplementing or superseding such section or regulation. 
 (h) “Committee” means a committee of independent Directors satisfying Applicable Laws appointed by the Board in accordance with Section 3 hereof. 

(i) “Common Stock” means the common stock of the Company. 

(j) “Company” means SafeNet Holding Corporation, a Delaware corporation, or any successor thereto.

 (k) “Consultant” means any person, including an advisor, who is not an Employee and is
engaged by the Company or a Parent or Subsidiary to render services to such entity. 
 (l)
“Director” means a member of the Board. 
 (m) “Disability” means
total and permanent disability as defined in Section 22(e)(3) of the Code, provided that in the case of Awards other than Incentive Stock Options, the Administrator in its discretion may determine whether a permanent and total disability exists
in accordance with uniform and non-discriminatory standards adopted by the Administrator from time to time. 

(n) “Employee” means any person, including Officers and Directors, employed by the Company or any
Parent or Subsidiary of the Company. Neither service as a Director nor payment of a director’s fee by the Company will be sufficient to constitute “employment” by the Company. 

  
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 (o) “Exchange Act” means the Securities Exchange Act
of 1934, as amended. 
 (p) “Exchange Program” means a program under which
(i) outstanding Awards are surrendered or cancelled in exchange for Awards of the same type (which may have higher or lower exercise prices and different terms), Awards of a different type, and/or cash, (ii) Participants would have the
opportunity to transfer any outstanding Awards to a financial institution or other person or entity selected by the Administrator, and/or (iii) the exercise price of an outstanding Award is increased or reduced. The Administrator will determine
the terms and conditions of any Exchange Program in its sole discretion. 
 (q) “Fair Market
Value” means, as of any date, the value of Common Stock determined as follows: 
 (i) If the Common
Stock is listed on any established stock exchange or a national market system, including without limitation the New York Stock Exchange, the NASDAQ Global Select Market, the NASDAQ Global Market or the NASDAQ Capital Market of The NASDAQ Stock
Market, its Fair Market Value will be the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on such exchange or system on the day of determination, as reported in The Wall Street Journal or such
other source as the Administrator deems reliable; 
 (ii) If the Common Stock is regularly quoted by a recognized
securities dealer but selling prices are not reported, the Fair Market Value of a Share will be the mean between the high bid and low asked prices for the Common Stock on the day of determination, as reported in The Wall Street Journal or
such other source as the Administrator deems reliable; 
 (iii) For purposes of any Awards granted on the
Registration Date, the Fair Market Value will be the initial price to the public as set forth in the final prospectus included within the registration statement in Form S-1 filed with the Securities and Exchange Commission for the initial public
offering of the Company’s Common Stock; or 
 (iv) In the absence of an established market for the Common
Stock, the Fair Market Value will be determined in good faith by the Administrator. 
 (r) “Fiscal
Year” means the fiscal year of the Company. 
 (s) “Incentive Stock Option”
means an Option intended to qualify as an incentive stock option within the meaning of Section 422 of the Code and the regulations promulgated thereunder. 
 (t) “Nonstatutory Stock Option” means an Option that by its terms does not qualify or is not intended to qualify as an Incentive Stock Option. 

  
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 (u) “Officer” means a person who is an officer of
the Company within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder. 
 (v) “Option” means a stock option granted pursuant to the Plan. 
 (w) “Outside Director” means a Director who is not an Employee. 
 (x) “Parent” means a “parent corporation,” whether now or hereafter existing, as defined in Section 424(e) of the Code. 

(y) “Participant” means the holder of an outstanding Award. 

(z) “Performance Share” means an Award denominated in Shares which may be earned in whole or in
part upon attainment of performance goals or other vesting criteria as the Administrator may determine pursuant to Section 9. 
 (aa) “Performance Unit” means an Award which may be earned in whole or in part upon attainment of performance goals or other vesting criteria as the Administrator may determine and
which may be settled for cash, Shares or other securities or a combination of the foregoing pursuant to Section 9. 
 (bb) “Period of Restriction” means the period during which the transfer of Shares of Restricted Stock are subject to restrictions and therefore the Shares are subject to a
substantial risk of forfeiture. Such restrictions may be based on the passage of time, the achievement of target levels of performance, or the occurrence of other events as determined by the Administrator. 

(cc) “Plan” means this 2010 Equity Incentive Plan. 

(dd) “Registration Date” means the effective date of the first registration statement that is
filed by the Company and declared effective pursuant to Section 12(g) of the Exchange Act, with respect to any class of the Company’s securities. 
 (ee) “Restricted Stock” means Shares issued pursuant to a Restricted Stock award under Section 6 of the Plan, or issued pursuant to the early exercise of an Option.

 (ff) “Restricted Stock Unit” means a bookkeeping entry representing an amount equal to
the Fair Market Value of one Share, granted pursuant to Section 7. Each Restricted Stock Unit represents an unfunded and unsecured obligation of the Company. 

(gg) “Rule 16b-3” means Rule 16b-3 of the Exchange Act or any successor to Rule 16b-3, as in
effect when discretion is being exercised with respect to the Plan. 
 (hh)
“Section 16(b)” means Section 16(b) of the Exchange Act. 
 (ii)
“Service Provider” means an Employee, Director or Consultant. 

  
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 (jj) “Share” means a share of the Common Stock, as
adjusted in accordance with Section 12 of the Plan. 
 (kk) “Stock Appreciation
Right” means an Award, granted alone or in connection with an Option, that pursuant to Section 8 is designated as a Stock Appreciation Right. 
 (ll) “Subsidiary” means a “subsidiary corporation,” whether now or hereafter existing, as defined in Section 424(f) of the Code. 

(mm) “Substitute Awards” means Awards granted or Shares issued by the Company in assumption of, or
in substitution or exchange for, awards previously granted by: (i) a company acquired by the Company; (ii) a company acquired by any Subsidiary; or (iii) a company with which the Company or any Subsidiary combines. 

  
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 APPENDIX A 
 TO 
 SAFENET HOLDING CORPORATION 2010 EQUITY INCENTIVE PLAN

 (for California residents only, to the extent required by 25102(o)) 

This Appendix A to the SafeNet Holding Corporation Equity Incentive Plan shall apply only to the Participants who are residents of the
State of California and who are receiving an Award that is granted under the Plan prior to the Registration Date. Capitalized terms contained herein shall have the same meanings given to them in the Plan, unless otherwise provided by this Appendix
A. Notwithstanding any provisions contained in the Plan to the contrary and to the extent required by Applicable Laws, the following terms shall apply to all Awards granted to residents of the State of California, until the earlier to occur of the
Registration Date, or such time as the Administrator amends this Appendix A or the Administrator otherwise provides. 
 (a) The
term of each Option shall be stated in the Award Agreement, provided, however, that the term shall be no more than ten (10) years from the date of grant thereof. 
 (b) Unless determined otherwise by the Administrator, Awards may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or the laws of descent and
distribution, and may be exercised during the lifetime of the Participant, only by the Participant. If the Administrator in its sole discretion makes an Award transferable, such Award may only be transferred (i) by will, (ii) by the laws
of descent and distribution, (iii) to a revocable trust, or (iv) as permitted by Rule 701 of the Securities Act of 1933, as amended. 
 (c) If a Participant ceases to be a Service Provider, such Participant may exercise his or her Option within such period of time as specified in the Award Agreement, which shall not be less than thirty
(30) days following the date of the Participant’s termination, to the extent that the Option is vested on the date of termination (but in no event later than the expiration of the term of the Option as set forth in the Award Agreement). In
the absence of a specified time in the Award Agreement, the Option shall remain exercisable for three (3) months following the Participant’s termination. 
 (d) If a Participant ceases to be a Service Provider as a result of the Participant’s Disability, the Participant may exercise his or her Option within such period of time as specified in the Award
Agreement, which shall not be less than six (6) months following the date of the Participant’s termination, to the extent the Option is vested on the date of termination (but in no event later than the expiration of the term of such Option
as set forth in the Award Agreement). In the absence of a specified time in the Award Agreement, the Option shall remain exercisable for twelve (12) months following the Participant’s termination. For purposes of this Appendix A,
“Disability” means total and permanent disability as defined in Section 22(e)(3) of the Code. 







 (e) If a Participant dies while a Service Provider, the Option may be exercised within such
period of time as specified in the Award Agreement, which shall not be less than six (6) months following the date of the Participant’s death, to the extent the Option is vested on the date of death (but in no event later than the
expiration of the term of such Option as set forth in the Award Agreement) by the Participant’s designated beneficiary, personal representative, or by the person(s) to whom the Option is transferred pursuant to the Participant’s will or in
accordance with the laws of descent and distribution. In the absence of a specified time in the Award Agreement, the Option shall remain exercisable for twelve (12) months following the Participant’s termination. 

(f) No Award shall be granted to a resident of California more than ten (10) years after the earlier of the date of adoption of the
Plan or the date the Plan is approved by the shareholders. 
 (g) In the event that any dividend or other distribution (whether
in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of
the Company, or other change in the corporate structure of the Company affecting the Shares occurs, the Administrator, in order to prevent diminution or enlargement of the benefits or potential benefits intended to be made available under the Plan,
shall adjust the number and class of shares of common stock that may be delivered under the Plan and/or the number, class, and price of shares covered by each outstanding Option. The Administrator shall also make such adjustments to the extent
required by Section 25102(o) of the California Corporations Code. 
 (h) This Appendix A shall be deemed to be part of the
Plan and the Administrator shall have the authority to amend this Appendix A in accordance with Section 17 of the Plan. 

  
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