Exa Corporation 2005 Series G Convertible Preferred Stock Incentive Plan



 Exhibit 4.15 
 EXA CORPORATION 
 2005 Series G Convertible Preferred Stock Incentive
Plan 
 1. Purpose. The purpose of this plan (the “Plan”) is to secure for Exa Corporation, a Delaware
corporation (the “Company”), and its shareholders the benefits arising from capital stock ownership by employees, officers and directors of, and consultants or advisors to, the Company and its parent and subsidiary corporations who are
expected to contribute to the Company’s future growth and success. Under the Plan recipients may be awarded both (i) Options (as defined in Section 2.1) to purchase shares of the Company’s Series G Convertible Preferred Stock,
$.001 par value (the “Series G Stock”), and (ii) shares of the Company’s Series G Stock (“Restricted Stock Awards”). Except where the context otherwise requires, the term “Company” shall include the parent and
all present and future subsidiaries of the Company as defined in Sections 424(e) and 424(f) of the Internal Revenue Code of 1986, as amended or replaced from time to time (the “Code”). Those provisions of the Plan which make express
reference to Section 422 shall apply only to Incentive Stock Options (as that term is defined in the Plan). 
 2. Types
of Awards and Administration. 
 2.1 Options. Options granted pursuant to the Plan
(“Options”) shall be authorized by action of the Board of Directors of the Company and may be either incentive stock options (“Incentive Stock Options”) meeting the requirements of Section 422 of the Code or non-statutory
Options which are not intended to meet the requirements of Section 422 of the Code. All Options when granted are intended to be non-statutory Options, unless the applicable Option Agreement (as defined in Section 5.1) explicitly states
that the Option is intended to be an Incentive Stock Option. If an Option is intended to be an Incentive Stock Option, and if for any reason such Option (or any portion thereof) shall not qualify as an Incentive Stock Option, then, to the extent of
such nonqualification, such Option (or portion thereof) shall be regarded as a non-statutory Option appropriately granted under the Plan provided that such Option (or portion thereof) otherwise meets the Plan’s requirements relating to
non-statutory Options. The vesting of Options may be conditioned upon the completion of a specified period of employment with the Company and/or such other conditions or events as the Board may determine. The Board may also provide that Options are
immediately exercisable subject to certain repurchase rights in the Company dependent upon the continued employment of the optionee and/or such other conditions or event as the Board may determine. 

2.2 Restricted Stock Awards. The Board in its discretion may grant Restricted Stock Awards, entitling the recipient
to acquire, for a purchase price determined by the Board, shares of Series G Stock subject to such restrictions and conditions as the Board may determine at the time of grant (“Restricted Stock”), including continued employment and/or
achievement of pre-established performance goals and objectives. 
 2.3 Administration. The Plan shall be
administered by the Board of Directors of the Company, whose construction and interpretation of the terms and provisions of the Plan shall be final and conclusive. The Board of Directors may in its sole discretion issue Restricted Stock








 
and grant Options to purchase shares of Series G Stock, and issue shares upon exercise of such Options as provided in the Plan. The Board shall have authority, subject to the express provisions
of the Plan, to construe the respective Restricted Stock Agreements (as defined in Section 5.2), Option Agreements and the Plan, to prescribe, amend and rescind rules and regulations relating to the Plan, to determine the terms and provisions
of the respective Restricted Stock Agreements and Option Agreements, and to make all other determinations in the judgment of the Board of Directors necessary or desirable for the administration of the Plan. The Board of Directors may correct any
defect or supply any omission or reconcile any inconsistency in the Plan or in any Restricted Stock Agreement or Option Agreement in the manner and to the extent it shall deem expedient to carry the Plan into effect and it shall be the sole and
final judge of such expediency. No director or person acting pursuant to authority delegated by the Board of Directors shall be liable for any action or determination under the Plan made in good faith. The Board of Directors may, to the full extent
permitted by or consistent with applicable laws or regulations (including, without limitation, applicable state law), delegate any or all of its powers under the Plan to a committee (the “Committee”) appointed by the Board of Directors,
and if the Committee is so appointed all references to the Board of Directors in the Plan shall mean and relate to such Committee. 
 3. Eligibility. Options may be granted, and Restricted Stock may be issued, to persons who are, at the time of such grant or issuance, employees, officers or directors of, or consultants or
advisors to, the Company; provided, that the class of persons to whom Incentive Stock Options may be granted shall be limited to employees of the Company. 
 4. Stock Subject to Plan. Subject to adjustment as provided in Section 14 below, the maximum number of shares of Series G Stock of the Company which may be issued under the Plan is twelve
million (12,000,000) shares. If an Option shall expire or terminate for any reason without having been exercised in full, the unpurchased shares subject to such Option shall again be available for subsequent Option grants under the Plan. If
shares of Restricted Stock shall be forfeited to, or otherwise repurchased by, the Company pursuant to a Restricted Stock Agreement, such purchased shares shall again be available for subsequent Option grants or Restricted Stock Awards under the
Plan. If shares issued are tendered to the Company in payment of the exercise price of an Option, such tendered shares shall again be available for subsequent Option grants or Restricted Stock Awards under the Plan. 

5. Forms of Restricted Stock Agreements and Option Agreements. 

5.1 Option Agreement. As a condition to the grant of an Option, each recipient of an Option shall execute an option
agreement (“Option Agreement”) in such form not inconsistent with the Plan as may be approved by the Board of Directors. Such Option Agreements may differ among recipients. 

5.2 Restricted Stock Agreement. As a condition to the issuance of Restricted Stock, each recipient thereof shall
execute an agreement (“Restricted Stock Agreement”) in such form not inconsistent with the Plan as may be approved by the Board of Directors. Such Restricted Stock Agreements may differ among recipients and need not be entitled
“Restricted Stock Agreements.” 

  
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 5.3 “Lock-Up” Agreement. Unless the Board of Directors
specifies otherwise, each Restricted Stock Agreement and Option Agreement shall provide that upon the request of the Company or the managing underwriter(s), the holder of any Option or the purchaser of any Restricted Stock shall, in connection with
any registration of securities of the Company under the United States Securities Act of 1933, as amended from time to time (the “Act”), agree in writing that for a period of time (not to exceed 180 days) from the effective date of the
registration statement under the Act for such offering, the holder or purchaser will not sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any shares of the capital stock of the Company owned or
controlled by him or her. 
 6. Purchase Price. 

6.1 General. The purchase price per share of Restricted Stock shall be determined by the Board of Directors. The
purchase per share of stock deliverable upon exercise of an Option shall not be less than 100% of the fair market value of such stock, as determined by the Board of Directors, at the time of grant of such Option, or less than 110% of such fair
market value in the case of certain Incentive Stock Options described in Section 11.2. 
 6.2 Payment of
Purchase Price. Option Agreements may provide for the payment of the exercise price by delivery of cash or a check to the order of the Company in an amount equal to the exercise price of such Options, or, to the extent provided in the applicable
Option Agreement, by one of the following methods: 
 (i) by delivery to the Company of shares of Series G Stock
of the Company having a fair market value equal in amount to the exercise price of the Options being exercised, 

(ii) a personal recourse note issued by the optionee to the Company in a principal amount equal to such aggregate exercise
price and with such other terms, including interest rate and maturity, as the Company may determine in its discretion; provided, however, that the interest rate borne by such note shall not be less than the lowest applicable federal rate, as
defined in Section 1274(d) of the Code, 
 (iii) by reducing the number of Option shares otherwise issuable
to the optionee upon exercise of the Option by a number of shares of Series G Stock having a fair market value equal to such aggregate exercise price of the Options being exercised, 

(v) by any combination of such methods of payment. 

The fair market value of any shares of the Company’s Series G Stock or other non-cash consideration which may be delivered upon
exercise of an Option shall be determined by the Board of Directors. Restricted Stock Agreements may provide for the payment of any purchase price in any manner approved by the Board of Directors at the time of authorizing the issuance thereof.

 7. Option Period. Each Option and all rights thereunder shall expire on such date as shall be set forth in the
applicable Option Agreement, provided that, in the case of an Incentive Stock Option, such date shall not be later than 10 years after the date on which the Option is granted (or five years in the case of Options described in
Section 11.2), and, in the case of non- statutory Options, not later than 10 years after the date on which the Option is granted, and, in either case, shall be subject to earlier termination as provided in the Plan. 

  
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 8. Exercise of Options. Each Option shall be exercisable either in full or in
installments at such time or times and during such period as shall be set forth in the agreement evidencing such Option, subject to the provisions of the Plan. 
 9. Nontransferability of Options. No Option shall be assignable or transferable by the person to whom it is granted, either voluntarily or by operation of law, except by will or the laws of descent
and distribution. During the life an optionee, an Option held by him or her shall be exercisable only by the optionee. 
 10.
Effect of Termination. No Incentive Stock Option may be exercised unless, at the time of such exercise, the optionee is, and has continuously since the date of grant of his or her Incentive Stock Option been, employed by the Company, except
that, unless the Option Agreement or instrument expressly provides otherwise: 
 10.1 the Incentive Stock Option
may be exercised within the period of ninety days (or within such lesser period as may be specified in the applicable Option Agreement) after the date the optionee’s employment with the Company terminates other than for death, disability or
termination for cause; 
 10.2 if the optionee dies while in the employ of the Company, the Incentive Stock
Option may be exercised by the person to whom it is transferred by will or the laws of descent and distribution within the period of one year after the date of death (or within such lesser period as may be specified in the applicable Option
Agreement); 
 10.3 if the optionee becomes disabled (within the meaning of Section 22(e)(3) of the Code or
any successor provision thereto) while in the employ of the Company, the Incentive Stock Option may be exercised within the period of one year after the date the optionee ceases to be such an employee because of such disability (or within such
lesser period as may be specified in the applicable Option Agreement); and 
 10.4 if the optionee’s
employment with the Company is terminated by the Company for cause, the Incentive Stock Option shall terminate immediately. The term “cause” shall mean (a) any material breach by the optionee of any agreement to which the optionee and
the Company are both parties, (b) any act (other than retirement) or omission to act by the optionee which may have a material and adverse effect on the Company’s business or on the optionee’s ability to perform services for the
Company, including, without limitation, the commission of any crime (other than minor traffic violations), or (c) any material misconduct or material neglect of duties by the optionee in connection with the business or affairs of the Company or
any Parent, Subsidiary or affiliate of the Company; 
 provided, however, that in no event may any Incentive Stock Option be exercised
after the expiration date of the Incentive Stock Option. For all purposes of the Plan and any Incentive Stock Option granted hereunder, “employment” shall be defined in accordance with the provisions of Section 1.421-7(h) of the
Income Tax Regulations (or any successor regulations). 

  
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 A non-statutory Option granted to an employee shall be subject to the foregoing provisions
of this Section 10 as if it were an Incentive Stock Option, but a non-statutory Option may also be exercised so long as the optionee maintains a relationship with the Company as a director, consultant or adviser, unless the Option Agreement
provides otherwise. 
 11. Incentive Stock Options. Options which are intended to be Incentive Stock Options shall be
subject to the following additional terms and conditions: 
 11.1 Express Designation. All Incentive Stock
Options shall, at the time of grant, be specifically designated as such in the Option Agreement covering such Incentive Stock Options. 
 11.2 10% Shareholder. If any employee to whom an Incentive Stock Option is to be granted is, at the time of the grant of such Option, the owner of capital stock possessing more than 10% of the
total combined voting power of all classes of stock of the Company (after taking into account the attribution of stock ownership rules of Section 424(d) of the Code), then the following special provisions shall be applicable to the Incentive
Stock Option granted to such individual: 
 11.2.1 the purchase price per share of the Series G Stock subject to
such Incentive Stock Option shall not be less than 110% of the fair market value of one share of Series G Stock at the time of grant; and 
 11.2.2 the option exercise period shall not exceed five years from the date of grant. 
 11.3 Dollar Limitation. For so long as the Code shall so provide, Options granted to any employee under the Plan (and any other incentive stock option plans of the Company) which are intended to
constitute Incentive Stock Options shall not constitute Incentive Stock Options to the extent that such Options, in the aggregate, become exercisable for the first time in any one calendar year for shares of Series G Stock with an aggregate fair
market value (determined as of the respective date or dates of grant) of more than $100,000. 
 12. Additional
Provisions. 
 12.1 Additional Provisions. The Board of Directors may, in its sole discretion, include
additional provisions in Restricted Stock Agreements and Option Agreements, including, without limitation, restrictions on transfer, rights of the Company to repurchase shares of Restricted Stock or shares of Series G Stock acquired upon exercise of
Options, commitments to pay cash bonuses, to make, arrange for or guaranty loans or to transfer other property to optionees upon exercise of Options, or such other provisions as shall be determined by the Board of Directors; provided that
such additional provisions shall not be inconsistent with any other term or condition of the Plan and such additional provisions shall not be such as to cause any Incentive Stock Option to fail to qualify as an Incentive Stock Option within the
meaning of Section 422 of the Code. 
 12.2 Acceleration, Extension, Etc. The Board of Directors may,
in its sole discretion, (i) accelerate the date or dates on which all or any particular Option or Options may be exercised or (ii) extend the dates during which all, or any particular, Option or Options may be exercised to the extent not
inconsistent with Section 409A of the Code. 

  
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 12.3 Options Granted to French Residents. Notwithstanding any other
provision of this Plan: (i) no Option shall be granted to a resident of France unless such optionee is an employee of the Company; (ii) no Option granted to a resident of France may be exercised earlier than one year after date of grant,
and shares of Series G Stock issued pursuant to the exercise of such Option may not be sold or transferred (other than by will or the laws of descent and distribution) within four years from the date of grant of the Option; and (iii) no Option
granted to a resident of France shall provide for a period of exercise in excess of six months upon death of the optionee. 
 13. Rights as a Shareholder. The holder of an Option shall have no rights as a shareholder with respect to any shares covered by the Option (including, without limitation, any rights to receive
dividends or non-cash distributions with respect to such shares) until the date of issue of a stock certificate to him or her for such shares. No adjustment shall be made for dividends or other rights for which the record date is prior to the date
such stock certificate is issued. 
 14. Adjustment Provisions for Recapitalizations and Related Transactions.

 14.1 General. If, through or as a result of any merger, consolidation, sale of all or substantially all
of the assets of the Company, reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar transaction, (i) the outstanding shares of Series G Stock are increased, decreased or exchanged
for a different number or kind of shares or other securities of the Company, or (ii) additional shares or new or different shares or other securities of the Company or other non-cash assets are distributed with respect to such shares of Series
G Stock or other securities, an appropriate and proportionate adjustment may be made in (x) the maximum number and kind of shares reserved for issuance under the Plan, (y) the number and kind of shares or other securities subject to any
then outstanding Options, and (z) the price for each share subject to any then outstanding Options, without changing the aggregate purchase price as to which such Options remain exercisable. Notwithstanding the foregoing, no adjustment shall be
made pursuant to this Section 14 if such adjustment would cause the Plan to fail to comply with Section 422 of the Code. 
 14.2 Board Authority to Make Adjustments. Any adjustments under this Section 14 will be made by the Board of Directors, whose determination as to what adjustments, if any, will be made and the
extent thereof will be final, binding and conclusive. No fractional shares will be issued under the Plan on account of any such adjustments. 
 15. Effect of Certain Transactions. 
 15.1 General.
In the event of a consolidation or merger or sale of all or substantially all of the assets of the Company in which outstanding shares of capital stock are exchanged for securities, cash or other property of any other corporation or business entity,
or in the event of a liquidation of the Company, the Board of Directors of the Company, or the board of directors of any corporation assuming the obligations of the Company, may, in its discretion,


  
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take any one or more of the following actions, as to some or all outstanding Options (and need not take the same action as to each such Option): (i) provide that such Options shall be
assumed, or equivalent Options shall be substituted, by the acquiring or succeeding corporation (or an affiliate thereof), provided that any such Options substituted for Incentive Stock Options shall meet the requirements of
Section 424(a) of the Code, (ii) upon written notice to the optionees, provide that all unexercised Options will terminate immediately prior to the consummation of such transaction unless exercised by the optionee (to the extent otherwise
then exercisable) within a specified period following the date of such notice, (iii) in the event of a merger under the terms of which holders of the Series G Stock of the Company will receive upon consummation thereof a cash payment for each
share surrendered in the merger (the “Merger Price”), make or provide for a cash payment to the optionees equal to the difference between (A) the Merger Price times the number of shares of Series G Stock subject to such outstanding
Options (to the extent then exercisable at prices not in excess of the Merger Price) and (B) the aggregate exercise price of all such outstanding Options, in exchange for the termination of such Options, and (iv) provide that all or any
outstanding Options shall become exercisable in full immediately prior to such event. 
 15.2 Substitute
Options. The Company may grant Options in substitution for Options held by employees of another corporation who become employees of the Company, or a subsidiary of the Company, as the result of a merger or consolidation of the employing
corporation with the Company or a subsidiary of the Company, or as a result of the acquisition by the Company, or one of its subsidiaries, of property or stock of the employing corporation. The Company may direct that substitute Options be granted
on such terms and conditions as the Board of Directors considers appropriate in the circumstances. 
 15.3
Restricted Stock. In the event of a business combination or other transaction of the type detailed in Section 15.1, any securities, cash or other property received in exchange for shares of Restricted Stock shall continue to be governed
by the provisions of any Restricted Stock Agreement pursuant to which they were issued, including any provision regarding vesting, and such securities, cash, or other property may be held in escrow on such terms as the Board of Directors may direct,
to insure compliance with the terms of any such Restricted Stock Agreement. 
 16. No Special Employment Rights. Nothing
contained in the Plan or in any Option or Grant Stock Agreement shall confer upon any optionee any right with respect to the continuation of his or her employment by the Company or interfere in any way with the right of the Company at any time to
terminate such employment or to increase or decrease the compensation of the optionee. 
 17. Other Employee Benefits.
The amount of any compensation deemed to be received by an employee as a result of the issuance of shares of Restricted Stock or the grant or exercise of an Option or the sale of shares received upon such award or exercise will not constitute
compensation with respect to which any other employee benefits of such employee are determined, including, without limitation, benefits under any bonus, pension, profit-sharing, life insurance or salary continuation plan, except as otherwise
specifically provided in such other plan or as otherwise specifically determined by the Board of Directors. 

  
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 18. Amendment and Termination of the Plan. 

18.1 The Board of Directors may at any time, and from time to time, modify or amend the Plan in any respect or terminate
the Plan. If shareholder approval is not obtained within twelve months after any amendment increasing the number of shares authorized under the Plan or changing the class of persons eligible to receive Incentive Stock Options under the Plan, no
Options granted pursuant to such amendments shall be deemed to be Incentive Stock Options and no Incentive Stock Options shall be issued pursuant to such amendments thereafter. 

18.2 The termination or any modification or amendment of the Plan shall not, without the consent of an optionee, affect
his or her rights under an Option previously granted to him or her. With the consent of the recipient of Restricted Stock or optionee affected, the Board of Directors may amend outstanding Restricted Stock Agreements or Option Agreements in a manner
not inconsistent with the Plan. The Board of Directors shall have the right to amend or modify the terms and provisions of the Plan and of any outstanding Incentive Stock Options to the extent necessary to qualify any or all such Options for such
favorable federal income tax treatment (including deferral of taxation upon exercise) as may be afforded incentive stock options under Section 422 of the Code. 
 19. Withholding. The Company shall have the right to deduct from payments of any kind otherwise due to the optionee or recipient of Restricted Stock, any federal, state or local taxes of any kind
required by law to be withheld with respect to issuance of any shares of Restricted Stock or shares issued upon exercise of Options. In addition, prior to delivery of any Series G Stock pursuant to the terms of this Plan, the Company has the right
to require that the optionee or recipient of Restricted Stock remit to the Company an amount sufficient to satisfy any tax withholding obligation. 
 Subject to the prior approval of the Company, which may be withheld by the Company in its sole discretion, the obligor may elect to satisfy such minimum withholding obligations, in whole or in part,
(i) by causing the Company to withhold shares of Series G Stock otherwise issuable, or (ii) by delivering to the Company a sufficient number of shares of Series G Stock of the Company. The shares so delivered or withheld shall have a fair
market value equal to such withholding obligation. The fair market value of the shares used to satisfy such withholding obligation shall be determined by the Company as of the date that the amount of tax to be withheld is to be determined.

 20. Effective Date and Duration of the Plan. 

20.1 Effective Date. The Plan shall become effective when adopted by the Board of Directors. If such shareholder
approval is not obtained within twelve months after the date of the Board’s adoption of the Plan, no Options previously granted under the Plan shall be deemed to be Incentive Stock Options and no Incentive Stock Options shall be granted
thereafter. Amendments to the Plan not requiring shareholder approval shall become effective when adopted by the Board of Directors. Amendments requiring shareholder approval shall become effective when adopted by the Board of Directors, but if
shareholder approval is not obtained with twelve months of the Board’s adoption of such amendment, any Incentive Stock Options granted pursuant to such amendment shall be deemed to be non-statutory Options. Subject to this limitation, Options
may be granted under the Plan at any time after the effective date and before the date fixed for termination of the Plan. 

  
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 20.2 Termination. Unless sooner terminated in accordance with
Section 15 or by the Board of Directors, the Plan shall terminate upon the close of business on the day next preceding the tenth anniversary of the date of its adoption by the Board of Directors. 

21. Provision for Foreign Participants. The Board of Directors may, without amending the Plan, modify the terms of Option
Agreements or Restricted Stock Agreements to differ from those specified in the Plan with respect to participants who are foreign nationals or employed outside the United States to recognize differences in laws, rules, regulations or customs of such
foreign jurisdictions with respect to tax, securities, currency, employee benefit or other matters. 
 22. Requirements of
Law. The Company shall not be required to sell or issue any shares under any Option if the issuance of such shares shall constitute a violation by the optionee, by the Restricted Stock Award recipient, or by the Company of any provisions of any
law or regulation of any governmental authority. In addition, in connection with the Act , the Company shall not be required to issue any shares upon exercise of any Option unless the Company has received evidence satisfactory to it to the effect
that the holder of such Option will not transfer such shares except pursuant to a registration statement in effect under the Act or unless an opinion of counsel satisfactory to the Company has been received by the Company to the effect that such
registration is not required in connection with any such transfer. Any determination in this connection by the Board shall be final, binding and conclusive. In the event the shares issuable on exercise of an Option are not registered under the Act
or under the securities laws of each relevant state or other jurisdiction, the Company may imprint on the certificate(s) appropriate legends that counsel for the Company considers necessary or advisable to comply with the Act or any such state or
other securities law. The Company may register, but in no event shall be obligated to register, any securities covered by the Plan pursuant to the Act; and in the event any shares are so registered the Company may remove any legend on certificates
representing such shares. The Company shall not be obligated to take any affirmative action in order to cause the exercise of an Option or the issuance of shares pursuant thereto to comply with any law or regulation of any governmental authority.

 23. Governing Law. This Plan and each Option shall be governed by the laws of the State of Delaware, without regard to
its principles of conflicts of law. 

  
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