AdMob, Inc. 2006 Stock Plan and UK Sub-Plan of the AdMob, Inc. 2006 Stock Plan



 Exhibit 10.17 

AdMob, Inc. 2006 Stock Plan 

SECTION 1. ESTABLISHMENT AND PURPOSE. 

The purpose of the Plan is to offer selected persons an opportunity to acquire a proprietary interest in the success of the Company, or to
increase such interest, by purchasing Shares of the Company’s Stock. The Plan provides both for the direct award or sale of Shares and for the grant of Options to purchase Shares. Options granted under the Plan may include Nonstatutory Options
as well as ISOs intended to qualify under Section 422 of the Code. 
 Capitalized terms are defined in Section 12.

 SECTION 2. ADMINISTRATION. 

(a) Committees of the Board of Directors. The Plan may be administered by one or more Committees. Each Committee shall consist of
one or more members of the Board of Directors who have been appointed by the Board of Directors. Each Committee shall have such authority and be responsible for such functions as the Board of Directors has assigned to it. If no Committee has been
appointed, the entire Board of Directors shall administer the Plan. Any reference to the Board of Directors in the Plan shall be construed as a reference to the Committee (if any) to whom the Board of Directors has assigned a particular function.

 (b) Authority of the Board of Directors. Subject to the provisions of the Plan, the Board of Directors shall have full
authority and discretion to take any actions it deems necessary or advisable for the administration of the Plan. All decisions, interpretations and other actions of the Board of Directors shall be final and binding on all Purchasers, all Optionees
and all persons deriving their rights from a Purchaser or Optionee. 
 SECTION 3. ELIGIBILITY. 

(a) General Rule. Only Employees, Outside Directors and Consultants shall be eligible for the grant of Nonstatutory Options or the
direct award or sale of Shares. Only Employees shall be eligible for the grant of ISOs. 
 (b) Ten-Percent Stockholders.
A person who owns more than 10% of the total combined voting power of all classes of outstanding stock of the Company, its Parent or any of its Subsidiaries shall not be eligible for designation as an Optionee or Purchaser unless (i) the
Exercise Price is at least 110% of the Fair Market Value of a Share on the date of grant, (ii) the Purchase Price (if any) is at least 100% of the Fair Market Value of a Share and (iii) in the case of an ISO, such ISO by its terms is not
exercisable after the expiration of five years from the date of grant. For purposes of this Subsection (b), in determining stock ownership, the attribution rules of Section 424(d) of the Code shall be applied. 







 SECTION 4. STOCK SUBJECT TO PLAN.

(a) Basic Limitation. Not more than 9,210,000 Shares may be issued under the Plan (subject to Subsection (b) below and
Section 8(a)). All of these Shares may be issued upon the exercise of ISOs. The number of Shares that are subject to Options or other rights outstanding at any time under the Plan shall not exceed the number of Shares that then remain available
for issuance under the Plan. The Company, during the term of the Plan, shall at all times reserve and keep available sufficient Shares to satisfy the requirements of the Plan. Shares offered under the Plan may be authorized but unissued Shares or
treasury Shares. 
 (b) Additional Shares. In the event that Shares previously issued under the Plan are reacquired by
the Company, such Shares shall be added to the number of Shares then available for issuance under the Plan. In the event that an outstanding Option or other right for any reason expires or is canceled, the Shares allocable to the unexercised portion
of such Option or other right shall be added to the number of Shares then available for issuance under the Plan. 
 SECTION 5. TERMS AND
CONDITIONS OF AWARDS OR SALES. 
 (a) Stock Purchase Agreement. Each award or sale of Shares under the Plan (other
than upon exercise of an Option) shall be evidenced by a Stock Purchase Agreement between the Purchaser and the Company. Such award or sale shall be subject to all applicable terms and conditions of the Plan and may be subject to any other terms and
conditions which are not inconsistent with the Plan and which the Board of Directors deems appropriate for inclusion in a Stock Purchase Agreement. The provisions of the various Stock Purchase Agreements entered into under the Plan need not be
identical. 
 (b) Duration of Offers and Nontransferability of Rights. Any right to acquire Shares under the Plan (other
than an Option) shall automatically expire if not exercised by the Purchaser within 30 days after the grant of such right was communicated to the Purchaser by the Company. Such right shall not be transferable and shall be exercisable only by the
Purchaser to whom such right was granted. 
 (c) Purchase Price. The Purchase Price of Shares to be offered under the
Plan shall not be less than 85% of the Fair Market Value of such Shares, and a higher percentage may be required by Section 3(b). Subject to the preceding sentence, the Board of Directors shall determine the Purchase Price at its sole
discretion. The Purchase Price shall be payable in a form described in Section 7. 
 (d) Withholding Taxes. As a
condition to the purchase of Shares, the Purchaser shall make such arrangements as the Board of Directors may require for the satisfaction of any federal, state, local or foreign withholding tax obligations that may arise in connection with such
purchase. 
 (e) Restrictions on Transfer of Shares and Minimum Vesting. Any Shares awarded or sold under the Plan shall
be subject to such special forfeiture conditions, rights of repurchase, rights of first refusal and other transfer restrictions as the Board of Directors may determine. Such restrictions shall be set forth in the applicable Stock Purchase Agreement
and 







 
shall apply in addition to any restrictions that may apply to holders of Shares generally. In the case of a Purchaser who is not an officer of the Company, an Outside Director or a Consultant:

 (i) Any right to repurchase the Purchaser’s Shares at the original Purchase Price (if any) upon
termination of the Purchaser’s Service shall lapse at least as rapidly as 20% per year over the five-year period commencing on the date of the award or sale of the Shares; 

(ii) Any such right may be exercised only for cash or for cancellation of indebtedness incurred in purchasing the Shares;
and 
 (iii) Any such right may be exercised only within 90 days after the termination of the Purchaser’s
Service. 
 SECTION 6. TERMS AND CONDITIONS OF OPTIONS. 

(a) Stock Option Agreement. Each grant of an Option under the Plan shall be evidenced by a Stock Option Agreement between the
Optionee and the Company. The Option shall be subject to all applicable terms and conditions of the Plan and may be subject to any other terms and conditions which are not inconsistent with the Plan and which the Board of Directors deems appropriate
for inclusion in a Stock Option Agreement. The provisions of the various Stock Option Agreements entered into under the Plan need not be identical. 

(b) Number of Shares. Each Stock Option Agreement shall specify the number of Shares that are subject to the Option and shall
provide for the adjustment of such number in accordance with Section 8. The Stock Option Agreement shall also specify whether the Option is an ISO or a Nonstatutory Option. 

(c) Exercise Price. Each Stock Option Agreement shall specify the Exercise Price. The Exercise Price of an ISO shall not be less
than 100% of the Fair Market Value of a Share on the date of grant, and a higher percentage may be required by Section 3(b). The Exercise Price of a Nonstatutory Option shall not be less than 85% of the Fair Market Value of a Share on the date
of grant, and a higher percentage may be required by Section 3(b). Subject to the preceding two sentences, the Exercise Price under any Option shall be determined by the Board of Directors at its sole discretion. The Exercise Price shall be
payable in a form described in Section 7. 
 (d) Exercisability. Each Stock Option Agreement shall specify the date
when all or any installment of the Option is to become exercisable. No Option shall be exercisable unless the Optionee has delivered an executed copy of the Stock Option Agreement to the Company. In the case of an Optionee who is not an officer of
the Company, an Outside Director or a Consultant, an Option shall become exercisable at least as rapidly as 20% per year over the five-year period commencing on the date of grant. Subject to the preceding sentence, the Board of Directors shall
determine the exercisability provisions of the Stock Option Agreement at its sole discretion. All of an Optionee’s Options shall become exercisable in full if Section 8(b)(iv) applies. 







 (e) Basic Term. The Stock Option Agreement shall specify the term of the Option. The
term shall not exceed 10 years from the date of grant, and a shorter term may be required by Section 3(b). Subject to the preceding sentence, the Board of Directors at its sole discretion shall determine when an Option is to expire. 

(f) Termination of Service (Except by Death). If an Optionee’s Service terminates for any reason other than the
Optionee’s death, then the Optionee’s Options shall expire on the earliest of the following occasions: 

(i) The expiration date determined pursuant to Subsection (e) above; 

(ii) The date three months after the termination of the Optionee’s Service for any reason other than Disability, or
such later date as the Board of Directors may determine; or 
 (iii) The date six months after the termination of
the Optionee’s Service by reason of Disability, or such later date as the Board of Directors may determine. 
 The Optionee may exercise
all or part of the Optionee’s Options at any time before the expiration of such Options under the preceding sentence, but only to the extent that such Options had become exercisable before the Optionee’s Service terminated (or became
exercisable as a result of the termination) and the underlying Shares had vested before the Optionee’s Service terminated (or vested as a result of the termination). The balance of such Options shall lapse when the Optionee’s Service
terminates. In the event that the Optionee dies after the termination of the Optionee’s Service but before the expiration of the Optionee’s Options, all or part of such Options may be exercised (prior to expiration) by the executors or
administrators of the Optionee’s estate or by any person who has acquired such Options directly from the Optionee by beneficiary designation, bequest or inheritance, but only to the extent that such Options had become exercisable before the
Optionee’s Service terminated (or became exercisable as a result of the termination) and the underlying Shares had vested before the Optionee’s Service terminated (or vested as a result of the termination). 

(g) Leaves of Absence. For purposes of Subsection (f) above, Service shall be deemed to continue while the Optionee is on a
bona fide leave of absence, if such leave was approved by the Company in writing and if continued crediting of Service for this purpose is expressly required by the terms of such leave or by applicable law (as determined by the Company). 

(h) Death of Optionee. If an Optionee dies while the Optionee is in Service, then the Optionee’s Options shall expire on the
earlier of the following dates: 
 (i) The expiration date determined pursuant to Subsection (e) above; or

 (ii) The date 12 months after the Optionee’s death, or such later date as the Board of Directors may
determine. 







 All or part of the Optionee’s Options may be exercised at any time before the expiration of such
Options under the preceding sentence by the executors or administrators of the Optionee’s estate or by any person who has acquired such Options directly from the Optionee by beneficiary designation, bequest or inheritance, but only to the
extent that such Options had become exercisable before the Optionee’s death (or became exercisable as a result of the death) and the underlying Shares had vested before the Optionee’s death (or vested as a result of the Optionee’s
death). The balance of such Options shall lapse when the Optionee dies. 
 (i) Restrictions on Transfer of Shares and Minimum
Vesting. Any Shares issued upon exercise of an Option shall be subject to such special forfeiture conditions, rights of repurchase, rights of first refusal and other transfer restrictions as the Board of Directors may determine. Such
restrictions shall be set forth in the applicable Stock Option Agreement and shall apply in addition to any restrictions that may apply to holders of Shares generally. In the case of an Optionee who is not an officer of the Company, an Outside
Director or a Consultant: 
 (i) Any right to repurchase the Optionee’s Shares at the original Exercise
Price upon termination of the Optionee’s Service shall lapse at least as rapidly as 20% per year over the five-year period commencing on the date of the option grant; 

(ii) Any such right may be exercised only for cash or for cancellation of indebtedness incurred in purchasing the Shares;
and 
 (iii) Any such right may be exercised only within 90 days after the later of (A) the termination of
the Optionee’s Service or (B) the date of the option exercise. 
 (j) Transferability of Options. An Option
shall be transferable by the Optionee only by (i) a beneficiary designation, (ii) a will or (iii) the laws of descent and distribution, except as provided in the next sentence. If the applicable Stock Option Agreement so provides, a
Nonstatutory Option shall also be transferable by gift or domestic relations order to a Family Member of the Optionee. An ISO may be exercised during the lifetime of the Optionee only by the Optionee or by the Optionee’s guardian or legal
representative. 
 (k) Withholding Taxes. As a condition to the exercise of an Option, the Optionee shall make such
arrangements as the Board of Directors may require for the satisfaction of any federal, state, local or foreign withholding tax obligations that may arise in connection with such exercise. The Optionee shall also make such arrangements as the Board
of Directors may require for the satisfaction of any federal, state, local or foreign withholding tax obligations that may arise in connection with the disposition of Shares acquired by exercising an Option. 

(l) No Rights as a Stockholder. An Optionee, or a transferee of an Optionee, shall have no rights as a stockholder with respect to
any Shares covered by the Optionee’s Option until such person becomes entitled to receive such Shares by filing a notice of exercise and paying the Exercise Price pursuant to the terms of such Option. 

(m) Modification, Extension and Assumption of Options. Within the limitations of the Plan, the Board of Directors may modify,
extend or assume outstanding Options or may accept the cancellation of outstanding Options (whether granted by the Company or another issuer) in return for the grant of new Options for the same or a different number of Shares and at 







 
the same or a different Exercise Price. The foregoing notwithstanding, no modification of an Option shall, without the consent of the Optionee, impair the Optionee’s rights or increase the
Optionee’s obligations under such Option. 
 SECTION 7. PAYMENT FOR SHARES. 

(a) General Rule. The entire Purchase Price or Exercise Price of Shares issued under the Plan shall be payable in cash or cash
equivalents at the time when such Shares are purchased, except as otherwise provided in this Section 7. 
 (b) Surrender
of Stock. At the discretion of the Board of Directors, all or any part of the Exercise Price may be paid by surrendering, or attesting to the ownership of, Shares that are already owned by the Optionee. Such Shares shall be surrendered to the
Company in good form for transfer and shall be valued at their Fair Market Value on the date when the Option is exercised. The Optionee shall not surrender, or attest to the ownership of, Shares in payment of the Exercise Price if such action would
cause the Company to recognize compensation expense (or additional compensation expense) with respect to the Option for financial reporting purposes. 

(c) Services Rendered. At the discretion of the Board of Directors, Shares may be awarded under the Plan in consideration of
services rendered to the Company, a Parent or a Subsidiary prior to the award. 
 (d) Promissory Note. At the discretion
of the Board of Directors, all or a portion of the Exercise Price or Purchase Price (as the case may be) of Shares issued under the Plan may be paid with a full-recourse promissory note. The Shares shall be pledged as security for payment of the
principal amount of the promissory note and interest thereon. The interest rate payable under the terms of the promissory note shall not be less than the minimum rate (if any) required to avoid (i) the imputation of additional interest under
the Code and (ii) the recognition of compensation expense (or additional compensation expense) with respect to the Option for financial reporting purposes. Subject to the foregoing, the Board of Directors (at its sole discretion) shall specify
the term, interest rate, amortization requirements (if any) and other provisions of such note. 
 (e) Exercise/Sale. To
the extent that a Stock Option Agreement so provides, and if Stock is publicly traded, payment may be made all or in part by the delivery (on a form prescribed by the Company) of an irrevocable direction to a securities broker approved by the
Company to sell Shares and to deliver all or part of the sales proceeds to the Company in payment of all or part of the Exercise Price and any withholding taxes. 

(f) Exercise/Pledge. To the extent that a Stock Option Agreement so provides, and if Stock is publicly traded, payment may be made
all or in part by the delivery (on a form prescribed by the Company) of an irrevocable direction to pledge Shares to a securities broker or lender approved by the Company, as security for a loan, and to deliver all or part of the loan proceeds to
the Company in payment of all or part of the Exercise Price and any withholding taxes. 







 (g) Other Forms of Payment. At the discretion of the Board of Directors, the Purchase
Price or Exercise Price of Shares issued under the Plan may be paid in any other form permitted by the Delaware General Corporation Law, as amended. 

SECTION 8. ADJUSTMENT OF SHARES. 

(a) General. In the event of a subdivision of the outstanding Stock, a declaration of a dividend payable in Shares or a combination
or consolidation of the outstanding Stock into a lesser number of Shares, corresponding adjustments shall automatically be made in each of (i) the number of Shares available for future grants under Section 4, (ii) the number of Shares
covered by each outstanding Option and (iii) the Exercise Price under each outstanding Option. In the event of a declaration of an extraordinary dividend payable in a form other than Shares in an amount that has a material effect on the Fair
Market Value of the Stock, a recapitalization, a spin-off, a reclassification or a similar occurrence, the Board of Directors at its sole discretion may make appropriate adjustments in one or more of (i) the number of Shares available for
future grants under Section 4, (ii) the number of Shares covered by each outstanding Option or (iii) the Exercise Price under each outstanding Option. 

(b) Mergers and Consolidations. In the event that the Company is a party to a merger or consolidation, all outstanding Options
shall be subject to the agreement of merger or consolidation. Such agreement shall provide for one or more of the following: 

(i) The continuation of such outstanding Options by the Company (if the Company is the surviving corporation). 

(ii) The assumption of such outstanding Options by the surviving corporation or its parent in a manner that complies with
Section 424(a) of the Code (whether or not such Options are ISOs). 
 (iii) The substitution by the
surviving corporation or its parent of new options for such outstanding Options in a manner that complies with Section 424(a) of the Code (whether or not such Options are ISOs). 

(iv) Full exercisability of such outstanding Options and full vesting of the Shares subject to such Options, followed by
the cancellation of such Options. The full exercisability of such Options and full vesting of the Shares subject to such Options may be contingent on the closing of such merger or consolidation. The Optionees shall be able to exercise such Options
during a period of not less than five full business days preceding the closing date of such merger or consolidation, unless (A) a shorter period is required to permit a timely closing of such merger or consolidation and (B) such shorter
period still offers the Optionees a reasonable opportunity to exercise such Options. Any exercise of such Options during such period may be contingent on the closing of such merger or consolidation. 

(v) The cancellation of such outstanding Options and a payment to the Optionees equal to the excess of (A) the Fair
Market Value of the Shares subject to such Options (whether or not such Options are then exercisable or such Shares are then vested) as of the closing date of such merger or consolidation over (B) their Exercise Price. Such








 
payment shall be made in the form of cash, cash equivalents, or securities of the surviving corporation or its parent with a Fair Market Value equal to the required amount. Such payment may be
made in installments and may be deferred until the date or dates when such Options would have become exercisable or such Shares would have vested. Such payment may be subject to vesting based on the Optionee’s continuing Service, provided that
the vesting schedule shall not be less favorable to the Optionee than the schedule under which such Options would have become exercisable or such Shares would have vested. If the Exercise Price of the Shares subject to such Options exceeds the Fair
Market Value of such Shares, then such Options may be cancelled without making a payment to the Optionees. For purposes of this Paragraph (v), the Fair Market Value of any security shall be determined without regard to any vesting conditions
that may apply to such security. 
 (c) Reservation of Rights. Except as provided in this Section 8, an Optionee or
Purchaser shall have no rights by reason of (i) any subdivision or consolidation of shares of stock of any class, (ii) the payment of any dividend or (iii) any other increase or decrease in the number of shares of stock of any class.
Any issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number or Exercise Price of Shares
subject to an Option. The grant of an Option pursuant to the Plan shall not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations or changes of its capital or business structure, to merge or
consolidate or to dissolve, liquidate, sell or transfer all or any part of its business or assets. 
 SECTION 9. SECURITIES LAW REQUIREMENTS.

 (a) General. Shares shall not be issued under the Plan unless the issuance and delivery of such Shares comply with
(or are exempt from) all applicable requirements of law, including (without limitation) the Securities Act of 1933, as amended, the rules and regulations promulgated thereunder, state securities laws and regulations, and the regulations of any stock
exchange or other securities market on which the Company’s securities may then be traded. 
 (b) Financial Reports.
The Company each year shall furnish to Optionees, Purchasers and stockholders who have received Stock under the Plan its balance sheet and income statement, unless such Optionees, Purchasers or stockholders are key Employees whose duties with the
Company assure them access to equivalent information. Such balance sheet and income statement need not be audited. 
 SECTION 10. NO
RETENTION RIGHTS. 
 Nothing in the Plan or in any right or Option granted under the Plan shall confer upon the Purchaser or
Optionee any right to continue in Service for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Company (or any Parent or Subsidiary employing or retaining the Purchaser or Optionee) or of the
Purchaser or Optionee, which rights are hereby expressly reserved by each, to terminate his or her Service at any time and for any reason, with or without cause. 







 SECTION 11. DURATION AND AMENDMENTS. 

(a) Term of the Plan. The Plan, as set forth herein, shall become effective on the date of its adoption by the Board of Directors,
subject to the approval of the Company’s stockholders. If the stockholders fail to approve the Plan within 12 months after its adoption by the Board of Directors, then any grants, exercises or sales that have already occurred under the Plan
shall be rescinded and no additional grants, exercises or sales shall thereafter be made under the Plan. The Plan shall terminate automatically 10 years after the later of (i) its adoption by the Board of Directors or (ii) the most recent
increase in the number of Shares reserved under Section 4 that was approved by the Company’s stockholders. The Plan may be terminated on any earlier date pursuant to Subsection (b) below. 

(b) Right to Amend or Terminate the Plan. The Board of Directors may amend, suspend or terminate the Plan at any time and for any
reason; provided, however, that any amendment of the Plan shall be subject to the approval of the Company’s stockholders if it (i) increases the number of Shares available for issuance under the Plan (except as provided in Section 8)
or (ii) materially changes the class of persons who are eligible for the grant of ISOs. Stockholder approval shall not be required for any other amendment of the Plan. If the stockholders fail to approve an increase in the number of Shares
reserved under Section 4 within 12 months after its adoption by the Board of Directors, then any grants, exercises or sales that have already occurred in reliance on such increase shall be rescinded and no additional grants, exercises or sales
shall thereafter be made in reliance on such increase. 
 (c) Effect of Amendment or Termination. No Shares shall be
issued or sold under the Plan after the termination thereof, except upon exercise of an Option granted prior to such termination. The termination of the Plan, or any amendment thereof, shall not affect any Share previously issued or any Option
previously granted under the Plan. 
 SECTION 12. DEFINITIONS. 

(a) “Board of Directors” shall mean the Board of Directors of the Company, as constituted from time to time. 

(b) “Code” shall mean the Internal Revenue Code of 1986, as amended. 

(c) “Committee” shall mean a committee of the Board of Directors, as described in Section 2(a). 

(d) “Company” shall mean AdMob, Inc., a Delaware corporation. 

(e) “Consultant” shall mean a person who performs bona fide services for the Company, a Parent or a Subsidiary as a
consultant or advisor, excluding Employees and Outside Directors. 
 (f) “Disability” shall mean that the
Optionee is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment. 







 (g) “Employee” shall mean any individual who is a common-law employee of
the Company, a Parent or a Subsidiary. 
 (h) “Exercise Price” shall mean the amount for which one Share may be
purchased upon exercise of an Option, as specified by the Board of Directors in the applicable Stock Option Agreement. 
 (i)
“Fair Market Value” shall mean the fair market value of a Share, as determined by the Board of Directors in good faith. Such determination shall be conclusive and binding on all persons. 

(j) “Family Member” shall mean (i) any child, stepchild, grandchild, parent, stepparent, grandparent, spouse,
former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law, including adoptive relationships, (ii) any person sharing the Optionee’s household (other than a tenant or
employee), (iii) a trust in which persons described in Clause (i) or (ii) have more than 50% of the beneficial interest, (iv) a foundation in which persons described in Clause (i) or (ii) or the Optionee control the
management of assets and (v) any other entity in which persons described in Clause (i) or (ii) or the Optionee own more than 50% of the voting interests. 

(k) “ISO” shall mean an employee incentive stock option described in Section 422(b) of the Code. 

(l) “Nonstatutory Option” shall mean a stock option not described in Sections 422(b) or 423(b) of the Code.

 (m) “Option” shall mean an ISO or Nonstatutory Option granted under the Plan and entitling the holder to
purchase Shares. 
 (n) “Optionee” shall mean a person who holds an Option. 

(o) “Outside Director” shall mean a member of the Board of Directors who is not an Employee. 

(p) “Parent” shall mean any corporation (other than the Company) in an unbroken chain of corporations ending with the
Company, if each of the corporations other than the Company owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. A corporation that attains the status of a
Parent on a date after the adoption of the Plan shall be considered a Parent commencing as of such date. 
 (q)
“Plan” shall mean this AdMob, Inc. 2006 Stock Plan. 
 (r) “Purchase Price” shall mean the
consideration for which one Share may be acquired under the Plan (other than upon exercise of an Option), as specified by the Board of Directors. 







 (s) “Purchaser” shall mean a person to whom the Board of Directors has
offered the right to acquire Shares under the Plan (other than upon exercise of an Option). 
 (t) “Service”
shall mean service as an Employee, Outside Director or Consultant. 
 (u) “Share” shall mean one share of
Stock, as adjusted in accordance with Section 8 (if applicable). 
 (v) “Stock” shall mean the Common
Stock of the Company, with a par value of $0.0001 per Share. 
 (w) “Stock Option Agreement” shall mean the
agreement between the Company and an Optionee that contains the terms, conditions and restrictions pertaining to the Optionee’s Option. 

(x) “Stock Purchase Agreement” shall mean the agreement between the Company and a Purchaser who acquires Shares under
the Plan that contains the terms, conditions and restrictions pertaining to the acquisition of such Shares. 
 (y)
“Subsidiary” shall mean any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company, if each of the corporations other than the last corporation in the unbroken chain owns stock
possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. A corporation that attains the status of a Subsidiary on a date after the adoption of the Plan shall be considered a
Subsidiary commencing as of such date. 







 Neither this document, nor any stock option agreement connected with it, is an approved prospectus for
the purposes of section 85(1) of the Financial Services and Markets Act 2000 (“FSMA”) and no offer of transferable securities to the public (for the purposes of section 102B of FSMA) is being made in connection with the UK Sub-Plan of the
AdMob, Inc. 2006 Stock Plan (the “Sub-Plan”). The Sub-Plan is exclusively available to bona fide employees and former employees of AdMob, Inc. and Admob International, Inc. 

UK SUB-PLAN OF THE 

ADMOB, INC. 2006 STOCK PLAN 
  

	1.	The purpose of this Sub-Plan is to provide incentive for present and future UK tax resident employees of AdMob, Inc. (the “Company”) and AdMob International,
Inc. through the grant of incentive awards. 

  

	2.	This Sub-Plan is governed by the Company’s 2006 Stock Plan (the “Plan”) and all its provisions shall be identical to those of the Plan SAVE THAT
(i) “Sub-Plan” shall be substituted for “Plan” where applicable and (ii) the following provisions shall be as stated in this Sub-Plan in order to accommodate the specific requirements of the laws of England and Wales
and the appropriate UK tax legislation. 

  

	3.	References to Incentive Stock Options and Nonstatutory Stock Options shall not apply to Options granted under the Sub-Plan. Options granted under this Sub-Plan shall be
taxed in the UK as unapproved securities options. 

  

	4.	SECTION 1. ESTABLISHMENT AND PURPOSE. 

  

	    	The first paragraph of Section 1 shall be deleted and replaced as follows: 


“The purpose of the Sub-Plan is to offer Employees an opportunity to acquire a proprietary interest in the success of
the Company, or to increase such interest, by granting Options over Shares of the Company’s Stock.” 
  

	5.	SECTION 3. ELIGIBILITY 

  

	    	Section 3(a) shall be deleted in its entirety and replaced as follows: 


“General Rule. Only Employees shall be eligible for the grant of Options.” 

 

	6.	SECTION 5. TERMS AND CONDITIONS OF AWARDS OR SALES. 

  

	    	Section 5 shall be deleted in its entirety. 

  

	7.	SECTION 6. TERMS AND CONDITIONS OF OPTIONS. 

  

	7.1	The last sentence of Section 6(b) shall be deleted. 

  

	7.2	Section 6(c) shall be deleted in its entirety and replaced as follows: 


“(c) Exercise Price. Each Stock Option Agreement shall specify the Exercise Price which shall not be less than
85% of the Fair Market Value of a Share on the date of grant, and a higher percentage may be required by Section 3(b). Subject to the preceding sentence, the Exercise Price under any Option shall be determined by








 
the Board of Directors at its sole discretion. The Exercise Price shall be payable in a form described in Section 7.” 

 

	7.3	Section 6(d) shall be deleted in its entirety and replaced as follows: 


“(d) Exercisability. Each Stock Option Agreement shall specify the date when all or any instalment of the
Option is to become exercisable. No Option shall be exercisable unless the Optionee has delivered an executed copy of the Stock Option Agreement to the Company together with any additional documents specified in the Stock Option Agreement including,
but not limited to, a Joint Election and a Section 431 Election (as defined in the Stock Option Agreement). In the case of an Optionee who is an Employee of the Company and is not a director of the Company, an Option shall become exercisable at
least as rapidly as 20% per year over the five-year period commencing on the date of grant. Subject to the preceding sentence, the Board of Directors shall determine the exercisability provisions of the Stock Option Agreement at its sole
discretion. All of an Optionee’s Options shall become exercisable in full if Section 8(b)(iv) applies.” 
  

	7.4	The last sentence of section 6(f) shall be deleted and replaced as follows: 


“In the event that the Optionee dies after the termination of the Optionee’s Service but before the expiration
of the Optionee’s Options, all or part of such Options may be exercised (prior to expiration) by the Optionee’s personal representative(s) but only to the extent that such Options had become exercisable before the Optionee’s Service
terminated (or became exercisable as a result of the termination) and the underlying shares had vested before the Optionee’s Service terminated (or vested as a result of termination).” 

 

	7.5	The penultimate sentence of section 6(h) shall be deleted and replaced as follows: 


“All or part of the Optionee’s Options may be exercised at any time before the expiration of such Options under
the preceding sentence by the Optionee’s personal representative(s) but only to the extent that such Options had become exercisable before the Optionee’s death (or become exercisable as a result of the death) and the underlying Shares had
vested before the Optionee’s death (or vested as a result of the Optionee’s death).” 
  

	7.6	The words “who is not an officer of the Company, an Outside Director or a Consultant” in the third sentence of Section 6(i) shall be deleted and replaced
with the words “who is an Employee of the Company”. 

  

	7.7	Section 6(j) shall be deleted in its entirety and replaced as follows: 


“(j) Transferability of Options. An Option shall not be transferable by the Optionee during the
Optionee’s lifetime. In the event of the Optionee’s death then an Option may be exercised by the Optionee’s personal representative(s) in accordance with Section 6(h).” 

 

	7.8	Section 6(k) shall be deleted in its entirety and replaced as follows: 


“(k) Withholding Taxes. In the event that the Company determines that it is required to account to HM
Revenue & Customs for income tax (under PAYE) or any other taxation provisions and primary class 1 National Insurance Contributions in the United Kingdom to the extent arising from the grant, exercise, assignment, release, cancellation or
any other disposal of an Option or the Secondary NIC Liability (as defined in the Stock Option Agreement) as a result of the exercise of this Option, the Optionee, as condition to the exercise of this Option, shall make arrangements








 
satisfactory to the Company to enable it to satisfy all such requirements. The Optionee shall also make arrangements satisfactory to the Company to enable it to satisfy any requirement to account
for tax, if any, that may arise in connection with the disposition of Shares purchased by exercising this option.” 
  

	8.	SECTION 7. PAYMENT FOR SHARES. 

  

	8.1	Sections 7(b), 7(c), 7(d) and 7(f) shall be deleted in their entirety. 

  

	9.	SECTION 8. ADJUSTMENTS OF OPTIONS 

  

	9.1	Section 8(b)(v) shall be deleted in its entirety. 

  

	10.	SECTION 11. DURATION AND AMENDMENTS. 

  

	10.1	Section 11(a) shall be deleted in its entirety and replaced as follows: 


“(a) Term of the Sub-Plan. The Sub-Plan shall become effective upon its adoption by the Board of Directors,
subject to the approval of the Company’s stockholders. It shall continue in effect until the earlier of the date of termination of the Plan or the date terminated under Section 11(b) of the Sub-Plan.” 

 

	10.2	Section 11(b) shall be deleted in its entirety and replaced as follows: 


“(b) Right to Amend or Terminate the Sub-Plan. The Board of Directors may amend, suspend or terminate the
Sub-Plan at any time and for any reason.” 
  

	11.	SECTION 12. DEFINITIONS. 

  

	11.1	The following definitions shall not apply to the Sub-Plan: 


“Code” 

“Consultant” 

“Family Member” 

“ISO” 

“Nonstatutory Stock Option” 

“Outside Director” 

“Purchase Price” 

“Purchaser” 

“Stock Purchase Agreement” 

 

	11.2	The following definitions shall be deleted and replaced as follows: 


“Employee” shall mean any individual who is employed by the Company, a Parent or a Subsidiary.

 “Option” shall mean an option to acquire Shares in accordance with the rules of the Sub-Plan.

 “Service” shall mean service as an Employee.