Series B Common Stock 2010 Stock Option Plan



 Exhibit 4.2 
 ASIC ADVANTAGE, INC. 
 SERIES B COMMON STOCK 

2010 STOCK OPTION PLAN 
  

	 	1.	Purposes. 

 The purposes
of this Stock Option Plan of Asic Advantage, Inc., a California corporation, are to: 
 1.1 Encourage selected employees,
directors and consultants to improve operations and increase profits of the Company; 
 1.2 Encourage selected employees,
directors and consultants to accept or continue employment or association with the Company or its affiliates; and 
 1.3
Increase the interest of selected employees, directors and consultants in the Company’s welfare through participation in the growth in value of the stock of the Company. 
 Options granted under this Plan may be ISOs or NSOs (as defined below). 
  

	 	2.	Definitions. 

 The
following definitions shall apply under this Plan unless specifically modified by any other provision of this Plan: 
 2.1
“Administrator” means the Board or a committee of at least two Board members to which the Board has delegated administration of the Plan. 
 2.2 “Affiliate” means a parent or subsidiary corporation of the Company as defined in the applicable provisions (currently Sections 424(e) and (f), respectively) of the Code. 

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

2.4 “Code” means the Internal Revenue Code of 1986, as amended. 

2.5 “Company” means Asic Advantage, Inc., a California corporation. 

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

2.7 “Expiration Date” means ten (10) years after the date of grant of an Option, or the end of such lesser period
of time set forth in the option agreement as the maximum exercise period for an Option. 
 2.8 “ISOs” means
incentive stock options intended to satisfy the requirements of Section 422 of the Code. 
 2.9 “NSOs”
means nonqualified stock options. 
 2.10 “Options” means options granted under this Plan. 

2.11 “Plan” means this Series B Common Stock 2010 Stock Option Plan of the Company. 

2.12 “Rule 16b-3” means Rule 16b-3 promulgated by the Securities and Exchange Commission. 







 2.13 “Rule 701” means Rule 701 of the Securities Act of 1933, as amended.

 2.14 “Stock” means the Series B Common Stock of the Company. 

2.15 “Ten Percent Shareholder” means any person who owns, directly or by attribution, stock possessing more than ten
percent of the total combined voting power of all classes of stock of the Company or of any Affiliate. 
  

	 	3.	Eligible Persons. 

 Every
person who at the date of grant of an option is a full-time employee of the Company or of any Affiliate is eligible to receive NSOs or ISOs under this Plan. Every person who at the date of grant is a consultant or non-employee director of the
Company or of any Affiliate is eligible to receive NSOs under this Plan. The term “employee” includes an officer or director who is an employee of the Company. The term “consultant” includes persons employed by, or otherwise
affiliated with, a consultant. 
  

	 	4.	Stock Available for Awards. 

 Subject to the provisions of Section 7.1.1 of the Plan, the maximum aggregate number of shares of stock which may be granted pursuant to this Plan is 6,000,000 shares of the Stock. The shares covered
by the portion of any Option granted under the Plan which expires unexercised shall be available for future grant under the Plan. Shares issued pursuant to the exercise of an Option granted under the Plan which are repurchased by the Company in
accordance with the terms of the Plan shall be available for future grant as Options under the Plan. Anything herein to the contrary notwithstanding, the number of shares sold, to be sold, or issuable under this Plan shall be subject to any
applicable limitations provided for pursuant to Section 25102(o) of the California Corporations Code and Rule 701. 
  

	 	5.	Administration. 

 5.1 This
Plan shall be administered by the Administrator. 
 5.2 From and after such time as the Company registers a class of equity
securities under Section 12 of the Exchange Act, this Plan shall be administered in accordance with the disinterested administration requirements of Rule 16b-3, or any successor rule thereto. 

5.3 Subject to the other provisions of this Plan, the Administrator shall have the authority, in its discretion: (i) to grant
Options; (ii) to determine the fair market value of the Stock subject to Options; (iii) to determine the exercise price of Options granted; (iv) to determine the persons to whom, and the time or times at which, Options shall be
granted, the number of shares subject to each Option, and whether the Option is an ISO or an NSO; (v) to interpret this Plan; (vi) to prescribe, amend, and rescind rules and regulations relating to this Plan; (vii) to determine the
terms and provisions of each Option granted, including but not limited to, the time or times at which Options shall be exercisable; (viii) with the consent of the optionee, to modify or amend any Option; (ix) to defer (with the consent of
the optionee) or accelerate the exercise date of any Option; (x) to authorize any person to execute on behalf of the Company any instrument evidencing the grant of an Option; and (xi) to make all other determinations deemed necessary or
advisable for the administration of this Plan. The above notwithstanding, the Administrator shall endeavor to administer the Plan in such a way as to be exempt from Section 409A of the Code and the regulations thereunder, and to be exempt from
qualification and registration under California and federal securities laws. No employee, director, or consultant of the Company or an Affiliate shall be deemed to have any right to be granted an Option or any other right under this Plan, except as
specifically evidenced by an option agreement duly executed on behalf of the Company, and then only to the extent of and on the terms and conditions expressly set forth in such agreement. The terms of the various Options need not be identical, and
the Administrator need not treat persons eligible to receive Options uniformly. The Administrator may delegate nondiscretionary administrative duties to such employees of the Company as it deems proper. 

5.4 All questions of interpretation, implementation, and application of this Plan shall be determined by the Administrator. Such
determinations shall be final and binding on all persons. 








	 	6.	Granting of Options; Option Agreement. 

 6.1 No Options shall be granted under this Plan after ten (10) years from the date of adoption of this Plan by the Board. 
 6.2 Each Option shall be evidenced by a written stock option agreement, in a form satisfactory to the Company, executed by the Company and the person to whom such Option is granted. The terms and
conditions of the respective stock option agreements need not be the same. 
 6.3 The agreement shall specify whether the Option
it evidences is a NSO or an ISO. However, notwithstanding such designations, if the aggregate fair market value of the shares with respect to which Options designated as ISOs would become exercisable for the first time by any optionee during any
calendar year (under all plans of the Company) exceeds $100,000, such Options shall be NSOs to the extent of the excess above $100,000. For purposes of this Section, Options shall be taken into account in the order in which they were granted, and
the fair market value of the shares shall be determined as of the time the Option with respect to such shares is granted. 
 6.4
The Administrator may approve the grant of Options under this Plan to persons who are expected to become employees, directors or consultants of the Company, but are not employees, directors or consultants at the date of approval. In such cases, the
Option shall be deemed granted, without further approval, on the date the grantee assumes the employment or consulting relationship forming the basis for such grant, and, in addition, satisfies all requirements of this Plan for Options granted on
that date. 
  

	 	7.	Terms and Conditions of Options. 

 Each Option granted under this Plan shall be designated as an NSO or an ISO. Each Option shall be subject to the terms and conditions set forth in Section 7.1. NSOs shall also be subject to the terms
and conditions set forth in Section 7.2, but not those set forth in Section 7.3. ISOs shall also be subject to the terms and conditions set forth in Section 7.3, but not those set forth in Section 7.2. 

7.1 Terms and Conditions to Which all Options are Subject. All Options granted under this Plan shall be subject to the following
terms and conditions: 
 7.1.1 Changes in Capital Structure. Subject to 7.1.2, if the stock of the Company is changed by
reason of a stock split, reverse stock split, stock dividend, recapitalization, combination, reclassification or other distribution of the Company’s equity securities without the receipt of consideration by the Company, or converted into or
exchanged for other securities as a result of a merger, consolidation or reorganization, appropriate adjustments shall be made in (i) the number and class of shares of Stock subject to this Plan and each Option outstanding under this Plan, and
(ii) the exercise price of each outstanding Option; provided, however, that the Company shall not be required to issue fractional shares as a result of any such adjustments. Each such adjustment shall be subject to approval by the Board in its
sole discretion. 
 7.1.2 Corporate Transactions. New option rights may be substituted for the option rights granted
under this Plan, or the Company’s obligations as to Options outstanding under this Plan may be assumed by an employer corporation other than the Company, or by a parent or subsidiary of such employer corporation, in connection with (i) any
merger, consolidation acquisition, separation, or reorganization under which more than 50 percent of the shares of the Company outstanding immediately before such event are converted into cash or into another security, (ii) the dissolution or
liquidation of the Company, or (iii) any like occurrence in which the Company is involved, in such manner that the then outstanding Options which are ISOs will continue to be “incentive stock options” within the meaning of
Section 422 of the Code to the full extent permitted thereby. 
 7.1.3 Time of Option Exercise. Except as necessary
to satisfy the requirements of Section 422 of the Code and subject to Section 6, Options granted under this Plan shall be exercisable at such times as are specified in the written stock option agreement relating to such Option; provided,
however, that if the optionee is a director or officer, as those terms are used in Section 16 of the Exchange Act, such Option may not be exercisable, in whole or in part, at any time prior to the six-month anniversary of the date of Option
grant, unless the Administrator determines that the foregoing provision is not necessary to comply with the provisions of Rule 16b-3 or that Rule 16b-3 is not applicable to the Plan. No Option shall be exercisable, however, until a written stock
option agreement in a form satisfactory to the Company is executed by the Company and the optionee. 







 7.1.4 Option Grant Date. Except in the case of advance approvals described in
Section 6.4, the date of grant of an Option under this plan shall be (i) the first business day of the calendar quarter following the quarter in which the Administrator approves the grant, or (ii) such other date specified in the
written stock option agreement relating to such Option. 
 7.1.5 Nonassignability of Option Rights. No Option granted
under this Plan shall be assignable or otherwise transferable by the optionee except by will or by the laws of descent and distribution or pursuant to a qualified domestic relations order as defined by the Code. During the life of the optionee, an
Option shall be exercisable only by the optionee. 
 7.1.6 Payment. Except as provided below, payment in full, in cash,
shall be made for all Stock purchased at the time written notice of exercise of an Option is given to the Company, and proceeds of any payment shall constitute general funds of the Company. At the time an Option is granted or exercised, the
Administrator, in the exercise of its absolute discretion, may authorize any one or more of the following additional methods of payment: 
 (i) Acceptance of the optionee’s full recourse promissory note for all or part of the Option price, payable on such terms and bearing such interest rate as determined by the Administrator (but in no
event less than the minimum interest rate specified under the Code at which no additional interest on debt instruments of such type would be imputed), which promissory note may be either secured or unsecured in such manner as the Administrator shall
approve (including, without limitation, by a security interest in the shares of the Company). In making its determination to accept a promissory note from an employee of the Company, the Board shall consider if acceptance of such consideration may
be reasonably expected to benefit the Company; and 
 (ii) Delivery by the optionee of Stock already owned by the optionee for
all or part of the Option price, provided the value (determined as set forth in Section 7.1.12) of such Stock is equal on the date of exercise to the Option price, or such portion thereof as the optionee is authorized to pay by delivery of such
stock; provided, however, that if an optionee has exercised any portion of any option granted by the Company by delivery of Stock, the optionee may not, within six months following such exercise, exercise any Option granted under this Plan by
delivery of Stock; and 
 (iii) Any other consideration and method of payment to the extent permitted under Sections 408 and
409 of the California Corporations Code. 
 7.1.7 Termination of Service. 

7.1.7.1 Effect on Exercisability of Option. Unless determined otherwise by the Administrator in its absolute discretion, to the
extent not already expired or exercised, an Option shall terminate at the earlier of (a) the Expiration Date, (b) three months after termination of employment with the Company or any Affiliate, unless such termination is effected by the
Company or Affiliate for Cause (as defined below), (c) three months after termination of service as a consultant to or director of the Company or any Affiliate, unless such termination is effected by the Company or Affiliate for Cause (as
defined below), or (d) the date of termination of service as an employee or consultant of the Company or any Affiliate if such termination is effected by the Company or Affiliate for Cause (as defined below); provided that, even where an Option
is exercisable after the date of termination of employment or service as a director or consultant, it shall be exercisable only to the extent exercisable on the date of termination (that is, there shall be no further vesting following the date of
termination) and, provided further, that if termination of employment or service as a director or consultant is due to the optionee’s death or “disability” (as determined in accordance with Section 22(e)(3) of the Code), the
optionee, or the optionee’s personal representative (or any other person who acquires the Option from the optionee by will or the applicable laws of descent and distribution), may at any time within 12 months after the termination of employment
or service as a director or consultant (or such lesser period as is specified in the option agreement but in no event after the Expiration Date of the Option), exercise the rights to the extent they were exercisable on the date of termination (that
is, there shall be no further vesting following the date of termination). A transfer of an optionee from the Company to an Affiliate or vice versa, or from one Affiliate to another, or a leave of absence due to sickness, military service, or other
cause duly approved by the Company, shall not be deemed a termination of 







 
employment or the consulting relationship for purposes of this Plan. For the purpose of this Section, “employment” means engagement with the Company or any Affiliate of the Company
either (i) as an employee, (ii) as a director, or (iii) as a consultant on a basis determined by the President of the Company in his sole discretion to be substantially equivalent to employment. 

7.1.7.2 Definition of Cause. The Company or Affiliate shall be deemed to have “Cause” for terminating the
optionee’s service as an employee or consultant of the Company or Affiliate if the optionee at any time: (a) fails or neglects to perform his duties for the Company or Affiliate in a diligent, competent, conscientious, and effective
manner; (b) willfully violates any Company or Affiliate policy which materially and adversely affects the business, affairs, or reputation of the Company or Affiliate; (c) commits a material breach of any contract with the Company or
Affiliate and fails to cure that breach within thirty (30) days of written notice from the Company or Affiliate; (d) is guilty of any gross misconduct; (e) pleads guilty to or is convicted of any criminal offense whether during or
outside usual working hours, other than a driving or other offense which in the reasonable opinion of the Administrator does not affect his position as an employee or consultant of the Company or Affiliate; (f) violates the optionee’s duty
of loyalty to the Company or Affiliate; (g) engages in conduct which is injurious to the Company or Affiliate or its property, monetarily or otherwise, or which tends to bring discredit upon the Company or Affiliate; (h) is guilty of
insubordination; or (i) commits any act of fraud, misrepresentation, or dishonesty against the Company or Affiliate. For the purposes of this paragraph, “gross misconduct” by the optionee shall include, but not be limited to:
(1) the unauthorized taking of the Company’s or Affiliate’s funds or property; (2) the illegal use, possession, sale, or purchase of drugs; or (3) being under the influence of drugs or alcohol on the Company’s or
Affiliate’s premises. Subject to the foregoing, the Administrator shall have sole discretion to determine whether a termination has been for “Cause.” 
 7.1.8 Withholding and Employment Taxes. At the time of exercise of an Option (or at such later time(s) as the Company may prescribe), the optionee shall remit to the Company in cash all applicable
federal and state withholding and employment taxes. The Administrator may, in the exercise of its sole discretion, permit an optionee to pay some or all of such taxes by means of a promissory note on such terms as the Administrator deems
appropriate. If authorized by the Administrator in its sole discretion, an optionee may elect to have shares of Stock which are acquired upon exercise of the Option withheld by the Company or to tender to the Company other shares of Stock or other
securities of the Company owned by the optionee on the date of determination of the amount of tax to be withheld as a result of the exercise of such Option to pay the amount of tax that is required by law to be withheld by the Company as a result of
the exercise of such Option, provided that such election satisfies the following requirements: (i) such election shall be irrevocable, and (ii) such election shall be subject to the disapproval of the Administrator at any time. Any
securities so withheld or tendered shall be valued by the Company as of such date of determination of the amount of tax to be withheld. 
 7.1.9 Rights, Preferences, Privileges and Restrictions. The shares of Stock acquired by an optionee pursuant to the exercise of an Option granted under this Plan shall have the rights, preferences,
privileges and restrictions set forth in the Restated Articles of Incorporation of the Company, as amended from time to time, which are incorporated herein by this reference. 
 7.1.10 Right of Repurchase and Right of First Refusal. 
 7.1.10.1 Right
of Repurchase. An Option may provide for a right of repurchase by the Company with respect to the shares of Stock acquired by the optionee thereby, as may be determined by the Administrator in its discretion. Such Option shall further provide
that the right of repurchase shall terminate upon the closing of the Company’s initial registered public offering. 

7.1.10.2 Right of First Refusal. An Option may provide for a right of first refusal in favor of the Company with respect to Stock
acquired by the optionee thereby, as may be determined by the Administrator in its discretion. Such Option shall further provide that the right of first refusal shall terminate upon the closing of the Company’s initial registered public
offering. 
 7.1.11 Other Provisions. Each Option granted under this Plan may contain such other terms, provisions, and
conditions not inconsistent with this Plan as may be determined by the Administrator, and each ISO granted under this Plan shall include such provisions and conditions as are necessary to qualify the Option as an “incentive stock option”
within the meaning of Section 422 of the Code. 







 7.1.12 Determination of Value. For purposes of this Plan, the value of the Stock or
other securities of the Company shall be determined as follows: 
 (i) If the stock of the Company is listed on any established
stock exchange or a national market system, including without limitation the National Market System of the National Association of Securities Dealers Automated Quotation System, its fair market value shall be the closing sales price for such stock
as quoted on such system or exchange (or the largest such exchange) for the date the value is to be determined (or if there are no sales for such date, then for the last preceding business day on which there were sales), as reported in The Wall
Street Journal or similar publication. 
 (ii) If the stock of the Company is regularly quoted by a recognized securities
dealer but selling prices are not reported, its fair market value shall be the mean between the high bid and low asked prices for the stock on the date the value is to be determined (or if there are no quoted prices for such date, then for the last
preceding business day on which there were quoted prices). 
 (iii) In the absence of an established market for the stock, the
fair market value thereof shall be determined by the Administrator, with reference to the Company’s net worth, prospective earning power, dividend-paying capacity, and other relevant factors, including the goodwill of the Company, the economic
outlook in the Company’s industry, the Company’s position in the industry and its management, and the values of stock of other corporations in the same or a similar line of business. The Administrator in its discretion may from time to
time retain an independent appraiser to determine the fair market value of the Stock. 
 7.1.13 Option Term. No option
shall be exercisable after the Expiration Date. 
 7.2 Terms and Conditions to Which Only NSOs are Subject. Options
granted under this Plan which are designated as NSOs shall be subject to the following terms and conditions: 
 7.2.1
Exercise Price. The exercise price of a NSO shall be not less than the fair market value (determined in accordance with Section 7.1.12) of the Stock subject to the Option on the date of grant. 

7.3 Terms and Conditions to Which Only ISOs are Subject. Options granted under this Plan which are designated as ISOs shall be
subject to the following terms and conditions: 
 7.3.1 Exercise Price. The exercise price of an ISO shall be determined
in accordance with the applicable provisions of the Code and shall in no event be less than the fair market value (determined in accordance with Section 7.1.12) of the Stock covered by the Option on the date of grant, except that the exercise
price of an ISO granted to any Ten Percent Shareholder shall in no event be less than 110 percent of such fair market value. 

7.3.2 Term for Ten Percent Shareholder. No ISO granted to a Ten Percent Shareholder shall be exercisable more than five years
after the date of grant. 
 7.3.3 Disqualifying Dispositions. If Stock acquired upon exercise of an ISO is disposed of
in a “disqualifying disposition” within the meaning of Section 422 of the Code, the holder of the Stock immediately before the disposition shall notify the Company in writing of the date and terms of the disposition and comply with
any other requirements imposed by the Company in order to enable the Company to secure any related income tax deduction to which it is entitled. 
  

	 	8.	Manner of Exercise. 

 An
optionee wishing to exercise an Option shall give written notice to the Company at its principal executive office, to the attention of the officer of the Company designated by the Administrator. Such written notice shall be in a form satisfactory to
the Company and may contain such terms, provisions, and conditions not inconsistent with this Plan as may be determined by the Administrator. The date on which the Company receives such written notice accompanied by payment of the exercise price, as
provided in Section 7.1.6, and any federal or state withholding or employment taxes required to be withheld by virtue of exercise of the Option, shall be considered the date on which such Option was exercised. 







 Promptly after receipt of written notice of exercise of an Option, along with payment of the
exercise price and any withholding or employment taxes as provided above, the Company shall, without stock issue or transfer taxes to the optionee or other person entitled to exercise the Option, deliver to the optionee or such other person a
certificate or certificates for the requisite number of shares of Stock. An optionee or a transferee of an Option shall not be a shareholder of the Company for any purpose whatsoever and shall not have any rights or privileges as a shareholder with
respect to any Stock covered by the Option until all the requirements of this Section have been satisfied and then only as to the number of shares purchased. 
  

	 	9.	Employment or Consulting Relationship. 

 Nothing in this Plan or any Option granted hereunder shall interfere with or limit in any way the right of the Company or of any of its Affiliates to terminate any optionee’s employment or consulting
relationship with the Company at any time, nor confer upon any optionee any right to continue in the employ of, or consult with, the Company or any of its Affiliates. 
  

	 	10.	Disclosure. 

 The
Administrator shall take such actions as may be necessary to comply with any disclosure requirements applicable to the Plan under Rule 701. 
  

	 	11.	Amendments to Plan 

 The
Board may amend this Plan at any time. Without the consent of an optionee, no amendment may adversely affect outstanding Options except to conform this Plan and any ISOs granted under this Plan to federal or other tax laws relating to incentive
stock options. No amendment shall require shareholder approval unless (i) shareholder approval is required to preserve incentive stock option treatment for federal income tax purposes, (ii) from and after such time as the Company registers
a class of equity securities under Section 12 of the Exchange Act, shareholder approval shall be required to meet the exemptions provided by Rule 16b-3, or any successor rule thereto, or (iii) the Board otherwise concludes that shareholder
approval is advisable. 
  

	 	12.	Shareholder Approval; Term. 

 This Plan shall become effective upon adoption by the Board of Directors, provided, that it is approved by written consent of a majority of the shareholders of the Company or by a majority of shareholders
of the Company present, or represented, and entitled to vote at a validly called shareholders’ meeting (or such greater number as may be required by law or applicable governmental regulations or orders) within 12 months after adoption by the
Board. Notwithstanding any provision of this Plan or any option agreement, no Option shall be exercisable and no Stock may be issued under the Plan prior to such shareholder approval. Any Option exercised before such shareholder approval must be
rescinded if shareholder approval is not obtained within such 12-month period. This Plan shall terminate ten (10) years after adoption by the Board unless terminated earlier by the Board. The Board may terminate this Plan at any time without
shareholder approval. No Options shall be granted after termination of this Plan, but termination shall not affect rights and obligations under then outstanding Options. Options may be granted and exercised under this Plan only after there has been
compliance with all applicable federal and state securities laws. 
  

	 	13.	No Restriction of Corporate Action. 

 Except as specifically provided otherwise in this Plan, nothing contained in this Plan shall be construed to prevent the Company or an Affiliate from taking any corporate action which is deemed by the
Company or such Affiliate to be appropriate or in its best interest, whether or not such action would have an adverse effect on the Plan or any Option granted under the Plan, including without limitation any discretionary action taken by the
Administrator or the Board pursuant to this Plan or a stock option agreement entered into pursuant to this Plan, or any waiver by the Company of any rights it may have under this Plan or such an agreement. No employee, director, consultant,
beneficiary, or other person shall have any claim against the Company or an Affiliate as a result of such action. 








	 	14.	Governing Law. 

 This Plan
shall be construed in accordance with the laws of the State of California and all applicable federal laws. The securities issued pursuant to this Plan shall be governed by and in accordance with the Corporate Securities Laws of the State of
California. 
 Plan adopted by the Board of Directors on March 31, 2010. 
 Plan approved by Shareholders on March 31, 2010.