EX-10.1



 Exhibit 10.1 

BLACK DUCK SOFTWARE, INC. 

FOURTH AMENDED AND RESTATED 

2004 STOCK OPTION AND INCENTIVE PLAN 
  

	1.	Purpose and Eligibility 

 The purpose of this Fourth Amended and Restated 2004 Stock
Option and Incentive Plan (the “Plan”) of Black Duck Software, Inc. (the “Company”) is to provide stock options and other equity interests in the Company (each an “Award”) to employees, officers,
directors, consultants and advisors of the Company and its Subsidiaries, all of whom are eligible to receive Awards under the Plan. Any person to whom an Award has been granted under the Plan is called a “Participant.” Additional
definitions are contained in Section 8. 
  

	2.	Administration 

 a. Administration by Board of Directors. The Plan will be
administered by the Board of Directors of the Company (the “Board”). The Board, in its sole discretion, shall have the authority to grant and amend Awards, to adopt, amend and repeal rules relating to the Plan and to interpret and
correct the provisions of the Plan and any Award. All decisions by the Board shall be final and binding on all interested persons. Neither the Company nor any member of the Board shall be liable for any action or determination relating to the Plan.

 b. Appointment of Committees. To the extent permitted by applicable law, the Board may delegate any or all of its powers under the
Plan to one or more committees or subcommittees of the Board (a “Committee”). All references in the Plan to the “Board” shall mean such Committee or the Board. 

c. Delegation to Executive Officers. To the extent permitted by applicable law, the Board may delegate to one or more executive
officers of the Company the power to grant Awards and exercise such other powers under the Plan as the Board may determine, provided that the Board shall fix the maximum number of Awards to be granted and the maximum number of shares issuable
to any one Participant pursuant to Awards granted by such executive officers and shall contain guidelines as to the determination of the exercise price, conversion ratio or price, as applicable, of any Award and the vesting criteria. The Board may
revoke or amend the terms of a delegation at any time but such action shall not invalidate any prior actions of the Board’s delegate or delegates that were consistent with the terms of the Plan. 

d. Indemnification. Neither the Board nor any member of the Board or any delegatee thereof, shall be liable for any act, omission,
interpretation, construction or determination made in good faith in connection with the Plan, and the members of the Board (and any delegatee thereof) shall be entitled in all cases to indemnification and reimbursement by the Company in respect of
any claim, loss, damage or expense (including, without limitation, reasonable attorneys’ fees) arising or resulting therefrom to the fullest extent permitted by law and/or under any directors’ and officers’ liability insurance
coverage which may be in effect from time to time. 








	3.	Stock Available for Awards 

 a. Number of Shares. 

(i) Subject to adjustment under Section 3(c), the aggregate maximum number of shares reserved and available for issuance under the Plan
shall be 42,857,894 shares of Common Stock of the Company, par value $0.0025 per share (the “Common Stock”). All such shares that are reserved for issuance under this Plan may be issued pursuant to the exercise of incentive stock
options. 
 (ii) If any Award expires, or is terminated, surrendered, cancelled or forfeited, in whole or in part, the unissued Common Stock
covered by such Award shall again be available for the grant of Awards under the Plan. If shares of Common Stock issued pursuant to the Plan are repurchased by, or are surrendered or forfeited to, the Company at no more than cost, such shares of
Common Stock shall again be available for the grant of Awards under the Plan; provided, however, that the cumulative number of such shares that may be so reissued under the Plan will not exceed the maximum number of shares reserved for
issuance pursuant to Section 3(a) above. Shares issued under the Plan may consist in whole or in part of authorized but unissued shares or treasury shares. 

b. Per-Participant Limit. Subject to adjustment under Section 3(c), no Participant may be
granted Awards during any one fiscal year to purchase more than 1,000,000 shares of Common Stock. 
 c. Adjustment to Number of
Shares. In the event of any stock split, stock dividend, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, combination, exchange of shares, liquidation, spin-off, split-up, or other similar change in capitalization or event, (i) the number and class of securities available for Awards under the Plan and the per-Participant share
limit, (ii) the number and class of securities, vesting schedule and exercise price per share subject to each outstanding Option, (iii) the repurchase price per security subject to repurchase, and (iv) the terms of each other
outstanding stock-based Award shall be adjusted by the Company (or substituted Awards may be made) to the extent the Board shall determine, in good faith, that such an adjustment (or substitution) is appropriate. If Section 7(e)(i) applies for
any event, this Section 3(c) shall not be applicable. The adjustments by the Board shall be final, binding and conclusive. 
  

	4.	Stock Options 

 a. General. The Board may grant options to purchase Common Stock
(each, an “Option”) and determine the number of shares of Common Stock to be covered by each Option, the exercise price of each Option and the conditions and limitations applicable to the exercise of each Option and the Common Stock
issued upon the exercise of each Option, including vesting provisions, repurchase provisions and restrictions relating to applicable federal or state securities laws, as it considers advisable. 

  
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 b. Incentive Stock Options. An Option that the Board intends to be an “incentive
stock option” as defined in Section 422 of the Code (an “Incentive Stock Option”) shall be granted only to employees of the Company and shall be subject to and shall be construed consistently with the requirements of
Section 422 of the Code. The Board and the Company shall have no liability if an Option or any part thereof that is intended to be an Incentive Stock Option does not qualify as such. An Option or any part thereof that does not qualify as an
Incentive Stock Option is referred to herein as a “Nonstatutory Stock Option.” No Incentive Stock Option shall be granted under the Plan after the date which is ten years from the date this Fourth Amended and Restated Stock Option
and Incentive Plan is approved by the Board or the requisite percentage of the Company’s stockholders, whichever approval is earlier. 

c. Exercise Price. The Board shall establish the exercise price (or determine the method by which the exercise price shall be
determined) at the time each Option is granted and specify it in the applicable option agreement. 
 d. Duration of Options. Each
Option shall be exercisable at such times and subject to such terms and conditions as the Board may specify in the applicable option agreement but no Incentive Stock Option shall be exercisable more than ten years after the date the option is
granted. 
 e. Exercise of Option. Options may be exercised only by delivery to the Company of a written notice of exercise signed by
the proper person together with payment in full as specified in Section 4(f) for the number of shares for which the Option is exercised. 

f. Payment Upon Exercise. Common Stock purchased upon the exercise of an Option shall be paid for by one or any combination of the
following forms of payment: 
 (i) in cash, by check payable to the order of the Company; 

(ii) except as otherwise explicitly provided in the applicable option agreement, and only if the Common Stock is then publicly traded,
delivery of an irrevocable and unconditional undertaking by a creditworthy broker to deliver promptly to the Company sufficient funds to pay the exercise price, or delivery by the Participant to the Company of a copy of irrevocable and unconditional
instructions to a creditworthy broker to deliver promptly to the Company cash or a check sufficient to pay the exercise price; or 
 (iii)
to the extent explicitly provided in the applicable option agreement, by (x) delivery of shares of Common Stock owned by the Participant valued at fair market value (as determined by the Board or as determined pursuant to the applicable option
agreement), or (y) payment of such other lawful consideration as the Board may determine. 

  
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	5.	Restricted Stock 

 a. Grants. The Board may grant Awards entitling recipients to
acquire shares of Common Stock, subject to (i) delivery to the Company by the Participant of cash or a check in an amount at least equal to the par value of the shares purchased, and (ii) the right of the Company to repurchase all or part
of such shares at their issue price or other stated or formula price from the Participant in the event that conditions specified by the Board in the applicable Award are not satisfied prior to the end of the applicable restriction period or periods
established by the Board for such Award (each, a “Restricted Stock Award” and such Common Stock, the “Restricted Stock”). 

b. Terms and Conditions. The Board shall determine the terms and conditions of any such Restricted Stock Award. Any stock certificates
issued in respect of a Restricted Stock Award shall be registered in the name of the Participant and, unless otherwise determined by the Board, deposited by the Participant, together with a stock power endorsed in blank, with the Company (or its
designee). After the expiration of the applicable restriction periods, the Company (or such designee) shall deliver the certificates no longer subject to such restrictions to the Participant or, if the Participant has died, to the beneficiary
designated by a Participant, in a manner determined by the Board, to receive amounts due or exercise rights of the Participant in the event of the Participant’s death (the “Designated Beneficiary”). In the absence of an
effective designation by a Participant, Designated Beneficiary shall mean the Participant’s estate. 
 c. Rights as a
Stockholder. Upon execution of a written instrument setting forth the Restricted Stock Award and payment of any applicable purchase price, a grantee shall have the rights of a stockholder with respect to the voting of such Restricted Stock,
subject to such conditions contained in the written instrument evidencing the Restricted Stock Award. 
 d. Waiver, Deferral and
Reinvestment of Dividends. The Restricted Stock Award agreement may require or permit the immediate payment, waiver, deferral or investment of dividends paid on the Restricted Stock. 

 

	6.	Other Stock-Based Awards 

 The Board shall have the right to grant other Awards based
upon the Common Stock having such terms and conditions as the Board may determine, including, without limitation, the grant of shares based upon certain conditions, the grant of securities convertible into Common Stock and the grant of stock
appreciation rights, phantom stock awards or stock units. 
  

	7.	General Provisions Applicable to Awards 

 a. Transferability of Awards. Except as
the Board may otherwise determine or provide in an Award, Awards shall not be sold, assigned, transferred, pledged or otherwise encumbered by the person to whom they are granted, either voluntarily or by operation of law, except by will or the laws
of descent and distribution, and, during the life of the Participant, shall be exercisable only by the Participant. References to a Participant, to the extent relevant in the context, shall include references to authorized transferees. 

  
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 b. Documentation. Each Award under the Plan shall be evidenced by a written instrument in
such form as the Board shall determine or as executed by an officer of the Company pursuant to authority delegated by the Board. Each Award may contain terms and conditions in addition to those set forth in the Plan provided that such terms
and conditions do not contravene the provisions of the Plan. 
 c. Board Discretion. The terms of each type of Award need not be
identical, and the Board need not treat Participants uniformly. 
 d. Termination of Status. The Board shall determine the effect on
an Award of the disability, death, retirement, authorized leave of absence or other change in the employment or other status of a Participant and the extent to which, and the period during which, the Participant, or the Participant’s legal
representative, conservator, guardian or Designated Beneficiary, may exercise rights under the Award. 
 e. Acquisition of the
Company 
 (i) Consequences of an Acquisition. Unless otherwise expressly provided in the applicable Award, upon the consummation
of an Acquisition, the Board or the board of directors of the surviving or acquiring entity (as used in this Section 7(e)(i), also the “Board”), shall, as to outstanding Awards (on the same basis or on different bases as the
Board shall specify), make appropriate provision for the continuation of such Awards by the Company or the assumption of such Awards by the surviving or acquiring entity and by substituting on an equitable basis for the shares then subject to such
Awards either (a) the consideration payable with respect to the outstanding shares of Common Stock in connection with the Acquisition, (b) shares of stock of the surviving or acquiring corporation or (c) such other securities or other
consideration as the Board deems appropriate, the fair market value of which (as determined by the Board in its sole discretion) shall not materially differ from the fair market value of the shares of Common Stock subject to such Awards immediately
preceding the Acquisition. 
 In addition to or in lieu of the foregoing, with respect to outstanding Options, the Board may, on the same
basis or on different bases as the Board shall specify, upon written notice to the affected optionees, provide that one or more Options then outstanding must be exercised, in whole or in part, within a specified number of days of the date of such
notice, at the end of which period such Options shall terminate, or provide that one or more Options then outstanding, in whole or in part, shall be terminated in exchange for a cash payment equal to the excess of the fair market value (as
determined by the Board in its sole discretion) for the shares subject to such Options over the exercise price thereof; provided, however, that before terminating any portion of an Option that is not vested or exercisable (other than in
exchange for a cash payment), the Board must first accelerate in full the exercisability of the portion that is to be terminated. Unless otherwise determined by the Board (on the same basis or on different bases as the Board shall specify), any
repurchase rights or other rights of the Company that relate to an Option or other Award shall continue to apply to consideration, including cash, that has been substituted, assumed or amended for an Option or other Award pursuant to this paragraph.
The Company may hold in escrow all or any portion of any such consideration in order to effectuate any continuing restrictions. 

  
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 (ii) Defined Terms. An “Acquisition” shall (unless otherwise expressly
provided in the applicable Award) be deemed to occur upon the occurrence of any of the following events: (x) the sale of the Company by merger in which the shareholders of the Company in their capacity as such no longer own a majority of the
outstanding equity securities of the Company (or its successor); or (y) any sale of all or substantially all of the assets or capital stock of the Company (other than in a spin-off or similar transaction)
or (z) any other acquisition of the business of the Company, as determined by the Board. 
 “Cause” means (unless
otherwise expressly provided in the applicable Award) (i) gross negligence or willful malfeasance in the performance of the Participant’s work or a breach of fiduciary duty or confidentiality obligations to the Company by the Participant;
(ii) failure to follow the proper directions of the Participant’s direct or indirect supervisor after written notice of such failure; (iii) the commission by the Participant of illegal conduct relating to the Company;
(iv) disregard by the Participant of the material rules or material policies of the Company which has not been cured within 15 days after notice thereof from the Company; or (v) intentional acts on the part of the Participant that have
generated material adverse publicity toward or about the Company. 
 “Private Transaction” means (unless otherwise
expressly provided in the applicable Award) any Acquisition where the consideration received or retained by the holders of the then outstanding capital stock of the Company does not consist of (x) cash or cash equivalent consideration,
(y) securities which are registered under the Securities Act of 1933, as amended (the “Securities Act”) and/or (z) securities for which the Company or any other issuer thereof has agreed, including pursuant to a demand, to
file a registration statement within ninety (90) days of completion of the transaction for resale to the public pursuant to the Securities Act. 

(iii) Assumption of Options Upon Certain Events. In connection with a merger or consolidation of an entity with the Company or the
acquisition by the Company of property or stock of an entity, the Board may grant Awards under the Plan in substitution for stock and stock-based awards issued by such entity or an affiliate thereof. The substitute Awards shall be granted on such
terms and conditions as the Board considers appropriate in the circumstances. 
 (iv) Parachute Awards. Notwithstanding the
provisions of Section 7(e)(i), if, in connection with an Acquisition described therein, a tax under Section 4999 of the Code would be imposed on the Participant (after taking into account the exceptions set forth in Sections 280G(b)(4) and
280G(b)(5) of the Code), then the number of Awards which shall become exercisable, realizable or vested as provided in such section shall be reduced (or delayed), to the minimum extent necessary, so that no such tax would be imposed on the
Participant (the Awards not becoming so accelerated, realizable or vested, the “Parachute Awards”); provided, however, that if the “aggregate present value” of the Parachute Awards would exceed the tax that,
but for this sentence, would be imposed on the Participant under Section 4999 of the Code in connection with the Acquisition, then the Awards shall become immediately exercisable, realizable and


  
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vested without regard to the provisions of this sentence. For purposes of the preceding sentence, the “aggregate present value” of an Award shall be calculated on an after-tax basis (other than taxes imposed by Section 4999 of the Code) and shall be based on economic principles rather than the principles set forth under Section 280G of the Code and the regulations
promulgated thereunder. All determinations required to be made under this Section 7(e)(iv) shall be made by the Company. 
 f.
Withholding. Each Participant shall pay to the Company, or make provisions satisfactory to the Company for payment of, any taxes required by law to be withheld in connection with Awards to such Participant no later than the date of the event
creating the tax liability. The Board may allow Participants to satisfy such tax obligations in whole or in part by transferring shares of Common Stock, including shares retained from the Award creating the tax obligation, valued at their fair
market value (as determined by the Board or as determined pursuant to the applicable option agreement). The Company may, to the extent permitted by law, deduct any such tax obligations from any payment of any kind otherwise due to a Participant.

 g. Amendment of Awards. The Board may amend, modify or terminate any outstanding Award including, but not limited to, substituting
therefor another Award of the same or a different type, changing the date of exercise or realization, and converting an Incentive Stock Option to a Nonstatutory Stock Option, provided that the Participant’s consent to such action shall
be required unless the Board determines that the action, taking into account any related action, would not materially and adversely affect the Participant. 

h. Conditions on Delivery of Stock. The Company will not be obligated to deliver any shares of Common Stock pursuant to the Plan or to
remove restrictions from shares previously delivered under the Plan until (i) all conditions of the Award have been met or removed to the satisfaction of the Company, (ii) in the opinion of the Company’s counsel, all other legal
matters in connection with the issuance and delivery of such shares have been satisfied, including any applicable securities laws and any applicable stock exchange or stock market rules and regulations, and (iii) the Participant has executed
and delivered to the Company such representations or agreements as the Company may consider appropriate to satisfy the requirements of any applicable laws, rules or regulations. 

i. Acceleration. The Board may at any time provide that any Options shall become immediately exercisable in full or in part, that any
Restricted Stock Awards shall be free of some or all restrictions, or that any other stock-based Awards may become exercisable in full or in part or free of some or all restrictions or conditions, or otherwise realizable in full or in part, as the
case may be, despite the fact that the foregoing actions may (i) cause the application of Sections 280G and 4999 of the Code if a change in control of the Company occurs, or (ii) disqualify all or part of the Option as an Incentive Stock
Option. 

  
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	8.	Miscellaneous 

 a. Definitions. 

(i) “Company,” for purposes of eligibility under the Plan, shall include any present or future subsidiary corporations of
Black Duck Software, Inc., as defined in Section 424(f) of the Code (a “Subsidiary”), and any present or future parent corporation of Black Duck Software, Inc., as defined in Section 424(e) of the Code. For purposes of
Awards other than Incentive Stock Options, the term “Company” shall include any other business venture in which the Company has a direct or indirect significant interest, as determined by the Board in its sole discretion. 

(ii) “Code” means the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder. 

(iii) “employee” for purposes of eligibility under the Plan (but not for purposes of Section 4(b)) shall include a
person to whom an offer of employment has been extended by the Company. 
 b. No Right To Employment or Other Status. No person shall
have any claim or right to be granted an Award, and the grant of an Award shall not be construed as giving a Participant the right to continued employment or any other relationship with the Company. The Company expressly reserves the right at any
time to dismiss or otherwise terminate its relationship with a Participant free from any liability or claim under the Plan. 
 c. No
Rights As Stockholder. Subject to the provisions of the applicable Award, no Participant or Designated Beneficiary shall have any rights as a stockholder with respect to any shares of Common Stock to be distributed with respect to an Award until
becoming the record holder thereof. 
 d. Effective Date and Term of Plan. This Fourth Amended and Restated Stock Option and
Incentive Plan shall become effective on the date on which it is approved by the Board. Upon the earlier of the approval of the Fourth Amended and Restated Stock Option and Incentive Plan by the Board or the Company’s stockholders, incentive
stock options may be granted hereunder for a period of ten years from the date of such approval; provided that any incentive stock options granted during such ten-year period and still outstanding as of the
expiration of such ten-year period may extend beyond that date. The Plan shall terminate at such time that all shares reserved and available for issuance pursuant to the Plan have been issued. 

e. Amendment of Plan. The Board may amend, suspend or terminate the Plan or any portion thereof at any time. 

f. Governing Law. The provisions of the Plan and all Awards made hereunder shall be governed by and interpreted in accordance with the
laws of the State of Delaware, without regard to any applicable conflicts of law. 
  

	
	Adopted by the Board of Directors on:
	November 23, 2015
	
	Adopted by the stockholders on:
	November 23, 2015



  
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