EX-10.2



 Exhibit 10.2 

IMPRIVATA, INC. 
 2014
STOCK OPTION AND INCENTIVE PLAN 
  

	SECTION 1.	GENERAL PURPOSE OF THE PLAN; DEFINITIONS 

 The name of the plan is the Imprivata, Inc.
2014 Stock Option and Incentive Plan (the “Plan”). The purpose of the Plan is to encourage and enable the officers, employees, Non-Employee Directors and other key persons (including Consultants) of Imprivata, Inc. (the
“Company”) and its Subsidiaries upon whose judgment, initiative and efforts the Company largely depends for the successful conduct of its business to acquire a proprietary interest in the Company. It is anticipated that providing such
persons with a direct stake in the Company’s welfare will assure a closer identification of their interests with those of the Company and its stockholders, thereby stimulating their efforts on the Company’s behalf and strengthening their
desire to remain with the Company. 
 The following terms shall be defined as set forth below: 

“Act” means the Securities Act of 1933, as amended, and the rules and regulations thereunder. 

“Administrator” means either the Board or the compensation committee of the Board or a similar committee performing the
functions of the compensation committee and which is comprised of not less than two Non-Employee Directors who are independent. 

“Award” or “Awards,” except where referring to a particular category of grant under the Plan, shall include
Incentive Stock Options, Non-Qualified Stock Options, Stock Appreciation Rights, Restricted Stock Units, Restricted Stock Awards, Unrestricted Stock Awards, Cash-Based Awards, Performance Share Awards and Dividend Equivalent Rights. 

“Award Certificate” means a written or electronic document setting forth the terms and provisions applicable to an Award
granted under the Plan. Each Award Certificate is subject to the terms and conditions of the Plan. 
 “Board” means the
Board of Directors of the Company. 
 “Cash-Based Award” means an Award entitling the recipient to receive a
cash-denominated payment. 
 “Code” means the Internal Revenue Code of 1986, as amended, and any successor Code, and
related rules, regulations and interpretations. 
 “Consultant” means any natural person that provides bona fide services
to the Company, and such services are not in connection with the offer or sale of securities in a capital-raising transaction and do not directly or indirectly promote or maintain a market for the Company’s securities. 







 “Covered Employee” means an employee who is a “Covered Employee”
within the meaning of Section 162(m) of the Code. 
 “Dividend Equivalent Right” means an Award entitling the grantee
to receive credits based on cash dividends that would have been paid on the shares of Stock specified in the Dividend Equivalent Right (or other award to which it relates) if such shares had been issued to and held by the grantee. 

“Effective Date” means the date on which the Plan is approved by stockholders as set forth in Section 21. 

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder. 

“Fair Market Value” of the Stock on any given date means the fair market value of the Stock determined in good faith by the
Administrator; provided, however, that if the Stock is admitted to quotation on the National Association of Securities Dealers Automated Quotation System (“NASDAQ”), NASDAQ Global Market or another national securities exchange, the
determination shall be made by reference to market quotations. If there are no market quotations for such date, the determination shall be made by reference to the last date preceding such date for which there are market quotations; provided
further, however, that if the date for which Fair Market Value is determined is the first day when trading prices for the Stock are reported on a national securities exchange, the Fair Market Value shall be the “Price to the Public” (or
equivalent) set forth on the cover page for the final prospectus relating to the Company’s Initial Public Offering. 

“Incentive Stock Option” means any Stock Option designated and qualified as an “incentive stock option” as defined
in Section 422 of the Code. 
 “Initial Public Offering” means the consummation of the first underwritten, firm
commitment public offering pursuant to an effective registration statement under the Act covering the offer and sale by the Company of its equity securities, or such other event as a result of or following which the Stock shall be publicly held.

 “Non-Employee Director” means a member of the Board who is not also an employee of the Company or any Subsidiary. 

“Non-Qualified Stock Option” means any Stock Option that is not an Incentive Stock Option. 

“Option” or “Stock Option” means any option to purchase shares of Stock granted pursuant to Section 5.

 “Performance-Based Award” means any Restricted Stock Award, Restricted Stock Units, Performance Share Award or
Cash-Based Award granted to a Covered Employee that is intended to qualify as “performance-based compensation” under Section 162(m) of the Code and the regulations promulgated thereunder. 

  
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 “Performance Criteria” means the criteria that the Administrator selects for
purposes of establishing the Performance Goal or Performance Goals for an individual for a Performance Cycle. The Performance Criteria (which shall be applicable to the organizational level specified by the Administrator, including, but not limited
to, the Company or a unit, division, group, or Subsidiary of the Company) that will be used to establish Performance Goals are limited to the following: total shareholder return, earnings before interest, taxes, depreciation and amortization, net
income (loss) (either before or after interest, taxes, depreciation and/or amortization), changes in the market price of the Stock, economic value-added, funds from operations or similar measure, sales or revenue, acquisitions or strategic
transactions, operating income (loss), cash flow (including, but not limited to, operating cash flow and free cash flow), return on capital, assets, equity, or investment, return on sales, gross or net profit levels, productivity, expense, margins,
operating efficiency, customer satisfaction, working capital, earnings (loss) per share of Stock, sales or market shares and number of customers, any of which may be measured either in absolute terms or as compared to any incremental increase or as
compared to results of a peer group. 
 “Performance Cycle” means one or more periods of time, which may be of varying and
overlapping durations, as the Administrator may select, over which the attainment of one or more Performance Criteria will be measured for the purpose of determining a grantee’s right to and the payment of a Restricted Stock Award, Restricted
Stock Units, Performance Share Award or Cash-Based Award, the vesting and/or payment of which is subject to the attainment of one or more Performance Goals. Each such period shall not be less than 12 months. 

“Performance Goals” means, for a Performance Cycle, the specific goals established in writing by the Administrator for a
Performance Cycle based upon the Performance Criteria. 
 “Performance Share Award” means an Award entitling the recipient
to acquire shares of Stock upon the attainment of specified Performance Goals. 
 “Restricted Stock Award” means an
Award of shares of Stock subject to such restrictions and conditions as the Administrator may determine at the time of grant. 

“Restricted Stock Units” means an Award of phantom stock units to a grantee. 

“Sale Event” shall mean (i) the sale of all or substantially all of the assets of the Company on a consolidated basis to
an unrelated person or entity, (ii) a merger, reorganization or consolidation pursuant to which the holders of the Company’s outstanding voting power and outstanding stock immediately prior to such transaction do not own a majority of the
outstanding voting power and outstanding stock or other equity interests of the resulting or successor entity (or its ultimate parent, if applicable) immediately upon completion of such transaction, (iii) the sale of all of the Stock of the
Company to an unrelated person, entity or group thereof acting in concert, or (iv) any other transaction in which the owners of the Company’s outstanding voting power immediately prior to such transaction do not own at least a majority of
the outstanding voting power of the Company or any successor entity immediately upon completion of the transaction other than as a result of the acquisition of securities directly from the Company. 

  
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 “Sale Price” means the value as determined by the Administrator of the
consideration payable, or otherwise to be received by stockholders, per share of Stock pursuant to a Sale Event. 
 “Section
409A” means Section 409A of the Code and the regulations and other guidance promulgated thereunder. 

“Stock” means the Common Stock, par value $0.001 per share, of the Company, subject to adjustments pursuant to
Section 3. 
 “Stock Appreciation Right” means an Award entitling the recipient to receive shares of Stock having a
value equal to the excess of the Fair Market Value of the Stock on the date of exercise over the exercise price of the Stock Appreciation Right multiplied by the number of shares of Stock with respect to which the Stock Appreciation Right shall have
been exercised. 
 “Subsidiary” means any corporation or other entity (other than the Company) in which the Company has at
least a 50 percent interest, either directly or indirectly. 
 “Ten Percent Owner” means an employee who owns or is deemed
to own (by reason of the attribution rules of Section 424(d) of the Code) more than 10 percent of the combined voting power of all classes of stock of the Company or any parent or subsidiary corporation. 

“Unrestricted Stock Award” means an Award of shares of Stock free of any restrictions. 

 

	SECTION 2.	ADMINISTRATION OF PLAN; ADMINISTRATOR AUTHORITY TO SELECT GRANTEES AND DETERMINE AWARDS 


(a) Administration of Plan. The Plan shall be administered by the Administrator. 

(b) Powers of Administrator. The Administrator shall have the power and authority to grant Awards consistent with the terms of the
Plan, including the power and authority: 
 (i) to select the individuals to whom Awards may from time to time be granted; 

(ii) to determine the time or times of grant, and the extent, if any, of Incentive Stock Options, Non-Qualified Stock Options, Stock
Appreciation Rights, Restricted Stock Awards, Restricted Stock Units, Unrestricted Stock Awards, Cash-Based Awards, Performance Share Awards and Dividend Equivalent Rights, or any combination of the foregoing, granted to any one or more grantees;

 (iii) to determine the number of shares of Stock to be covered by any Award; 

(iv) to determine and modify from time to time the terms and conditions, including restrictions, not inconsistent with the terms of the Plan,
of any Award, which terms and conditions may differ among individual Awards and grantees, and to approve the forms of Award Certificates; 

  
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 (v) to accelerate at any time the exercisability or vesting of all or any portion of any Award;

 (vi) subject to the provisions of Section 5(b), to extend at any time the period in which Stock Options may be exercised; and 

(vii) at any time to adopt, alter and repeal such rules, guidelines and practices for administration of the Plan and for its own acts and
proceedings as it shall deem advisable; to interpret the terms and provisions of the Plan and any Award (including related written instruments); to make all determinations it deems advisable for the administration of the Plan; to decide all disputes
arising in connection with the Plan; and to otherwise supervise the administration of the Plan. 
 All decisions and interpretations of the
Administrator shall be binding on all persons, including the Company and Plan grantees. 
 (c) Delegation of Authority to Grant
Awards. Subject to applicable law, the Administrator, in its discretion, may delegate to the Chief Executive Officer of the Company all or part of the Administrator’s authority and duties with respect to the granting of Options and/or
Restricted Stock Units to individuals who are (i) not subject to the reporting and other provisions of Section 16 of the Exchange Act and (ii) not Covered Employees. Any such delegation by the Administrator shall include a limitation
as to the amount of Options and/or Restricted Stock Units that may be granted during the period of the delegation and shall contain guidelines as to the determination of the exercise price and the vesting criteria. The Administrator may revoke or
amend the terms of a delegation at any time but such action shall not invalidate any prior actions of the Administrator’s delegate or delegates that were consistent with the terms of the Plan. 

(d) Award Certificate. Awards under the Plan shall be evidenced by Award Certificates that set forth the terms, conditions and
limitations for each Award which may include, without limitation, the term of an Award and the provisions applicable in the event employment or service terminates. 

(e) Indemnification. Neither the Board nor the Administrator, nor any member of either or any delegate 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 the Administrator (and any delegate 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 the Company’s
articles or bylaws or any directors’ and officers’ liability insurance coverage which may be in effect from time to time and/or any indemnification agreement between such individual and the Company. 

(f) Foreign Award Recipients. Notwithstanding any provision of the Plan to the contrary, in order to comply with the laws in other
countries in which the Company and its Subsidiaries operate or have employees or other individuals eligible for Awards, the Administrator, in its sole discretion, shall have the power and authority to: (i) determine which Subsidiaries shall be
covered by the Plan; (ii) determine which individuals outside the United 

  
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States are eligible to participate in the Plan; (iii) modify the terms and conditions of any Award granted to individuals outside the United States to comply with applicable foreign laws;
(iv) establish subplans and modify exercise procedures and other terms and procedures, to the extent the Administrator determines such actions to be necessary or advisable (and such subplans and/or modifications shall be attached to this Plan
as appendices); provided, however, that no such subplans and/or modifications shall increase the share limitations contained in Section 3(a) hereof; and (v) take any action, before or after an Award is made, that the Administrator
determines to be necessary or advisable to obtain approval or comply with any local governmental regulatory exemptions or approvals. Notwithstanding the foregoing, the Administrator may not take any actions hereunder, and no Awards shall be granted,
that would violate the Exchange Act or any other applicable United States securities law, the Code, or any other applicable United States governing statute or law. 
  

	SECTION 3.	STOCK ISSUABLE UNDER THE PLAN; MERGERS; SUBSTITUTION 

 (a) Stock Issuable. The
maximum number of shares of Stock reserved and available for issuance under the Plan shall be the sum of (i) 2,240,000 shares (the “Initial Limit”), subject to adjustment as provided in Section 3(c), plus (ii) the number of
shares of Stock that remain available for grant under the Company’s Amended and Restated 2002 Stock Option and Incentive Plan (the “2002 Plan”) as of immediately prior to the Initial Public Offering, plus (iii) on January 1,
2015 and each January 1 thereafter, the number of shares of Stock reserved and available for issuance under the Plan shall be cumulatively increased by 5 percent of the number of shares of Stock issued and outstanding on the immediately
preceding December 31 (the “Annual Increase”). Subject to such overall limitation, the maximum aggregate number of shares of Stock that may be issued in the form of Incentive Stock Options shall not exceed the Initial Limit
cumulatively increased on January 1, 2015 and on each January 1 thereafter by the lesser of the Annual Increase for such year or 2,000,000 shares of Stock, subject in all cases to adjustment as provided in Section 3(c). For purposes
of this limitation, the shares of Stock underlying any Awards under the Plan or any awards under the 2002 Plan that are forfeited, canceled, held back upon exercise of an Option or settlement of an Award to cover the exercise price or tax
withholding, reacquired by the Company prior to vesting, satisfied without the issuance of Stock or otherwise terminated (other than by exercise) shall be added back to the shares of Stock available for issuance under the Plan. In the event the
Company repurchases shares of Stock on the open market, such shares shall not be added to the shares of Stock available for issuance under the Plan. Subject to such overall limitations, shares of Stock may be issued up to such maximum number
pursuant to any type or types of Award; provided, however, that Stock Options or Stock Appreciation Rights with respect to no more than 2,240,000 shares of Stock may be granted to any one individual grantee during any one calendar year period. The
shares available for issuance under the Plan may be authorized but unissued shares of Stock or shares of Stock reacquired by the Company. 

(b) Changes in Stock. Subject to Section 3(c) hereof, if, as a result of any reorganization, recapitalization, reclassification,
stock dividend, stock split, reverse stock split or other similar change in the Company’s capital stock, the outstanding shares of Stock are increased or decreased or are exchanged for a different number or kind of shares or other securities of
the Company, or 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 Stock or 

  
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other securities, or, if, as a result of any merger or consolidation, sale of all or substantially all of the assets of the Company, the outstanding shares of Stock are converted into or
exchanged for securities of the Company or any successor entity (or a parent or subsidiary thereof), the Administrator shall make an appropriate or proportionate adjustment in (i) the maximum number of shares reserved for issuance under the
Plan, including the maximum number of shares that may be issued in the form of Incentive Stock Options, (ii) the number of Stock Options or Stock Appreciation Rights that can be granted to any one individual grantee and the maximum number of
shares that may be granted under a Performance-Based Award, (iii) the number and kind of shares or other securities subject to any then outstanding Awards under the Plan, (iv) the repurchase price, if any, per share subject to each
outstanding Restricted Stock Award, and (v) the exercise price for each share subject to any then outstanding Stock Options and Stock Appreciation Rights under the Plan, without changing the aggregate exercise price (i.e., the exercise price
multiplied by the number of Stock Options and Stock Appreciation Rights) as to which such Stock Options and Stock Appreciation Rights remain exercisable. The Administrator shall also make equitable or proportionate adjustments in the number of
shares subject to outstanding Awards and the exercise price and the terms of outstanding Awards to take into consideration cash dividends paid other than in the ordinary course or any other extraordinary corporate event. The adjustment by the
Administrator shall be final, binding and conclusive. No fractional shares of Stock shall be issued under the Plan resulting from any such adjustment, but the Administrator in its discretion may make a cash payment in lieu of fractional shares. 

(c) Mergers and Other Transactions. Except as the Administrator may otherwise specify with respect to particular Awards in the relevant
Award Certificate, in the case of and subject to the consummation of a Sale Event, the parties thereto may cause the assumption or continuation of Awards theretofore granted by the successor entity, or the substitution of such Awards with new Awards
of the successor entity or parent thereof, with appropriate adjustment as to the number and kind of shares and, if appropriate, the per share exercise prices, as such parties shall agree. To the extent the parties to such Sale Event do not provide
for the assumption, continuation or substitution of Awards, all Options and Stock Appreciation Rights that are not exercisable immediately prior to the effective time of the Sale Event shall become fully exercisable as of the effective time of the
Sale Event, all other Awards with time-based vesting, conditions or restrictions shall become fully vested and nonforfeitable as of the effective time of the Sale Event and all Awards with conditions and restrictions relating to the attainment of
performance goals may become vested and nonforfeitable in connection with a Sale Event in the Administrator’s discretion or to the extent specified in the relevant Award Certificate and upon the effective time of the Sale Event, the Plan and
all outstanding Awards granted hereunder shall terminate. In the event of such termination, (i) the Company shall have the option (in its sole discretion) to make or provide for a cash payment to the grantees holding Options and Stock
Appreciation Rights, in exchange for the cancellation thereof, in an amount equal to the difference between (A) the Sale Price multiplied by the number of shares of Stock subject to outstanding Options and Stock Appreciation Rights (to the
extent then exercisable at prices not in excess of the Sale Price) and (B) the aggregate exercise price of all such outstanding Options and Stock Appreciation Rights; or (ii) each grantee shall be permitted, within a specified period of
time prior to the consummation of the Sale Event as determined by the Administrator, to exercise all outstanding Options and Stock Appreciation Rights (to the extent then exercisable) held by such grantee. 

  
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 (d) Substitute Awards. The Administrator may grant Awards under the Plan in substitution
for stock and stock based awards held by employees, directors or other key persons of another corporation in connection with the merger or consolidation of the employing corporation with the Company or a Subsidiary or the acquisition by the Company
or a Subsidiary of property or stock of the employing corporation. The Administrator may direct that the substitute awards be granted on such terms and conditions as the Administrator considers appropriate in the circumstances. Any substitute Awards
granted under the Plan shall not count against the share limitation set forth in Section 3(a). 
  

	SECTION 4.	ELIGIBILITY 

 Grantees under the Plan will be such full or part-time officers and other
employees, Non-Employee Directors and key persons (including Consultants) of the Company and its Subsidiaries as are selected from time to time by the Administrator in its sole discretion. 

 

	SECTION 5.	STOCK OPTIONS 

 Any Stock Option granted under the Plan shall be in such form as the
Administrator may from time to time approve. 
 Stock Options granted under the Plan may be either Incentive Stock Options or Non-Qualified
Stock Options. Incentive Stock Options may be granted only to employees of the Company or any Subsidiary that is a “subsidiary corporation” within the meaning of Section 424(f) of the Code. To the extent that any Option does not
qualify as an Incentive Stock Option, it shall be deemed a Non-Qualified Stock Option. 
 Stock Options granted pursuant to this
Section 5 shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent with the terms of the Plan, as the Administrator shall deem desirable. If the Administrator so determines,
Stock Options may be granted in lieu of cash compensation at the optionee’s election, subject to such terms and conditions as the Administrator may establish. 

(a) Exercise Price. The exercise price per share for the Stock covered by a Stock Option granted pursuant to this Section 5 shall
be determined by the Administrator at the time of grant but shall not be less than 100 percent of the Fair Market Value on the date of grant. In the case of an Incentive Stock Option that is granted to a Ten Percent Owner, the option price of such
Incentive Stock Option shall be not less than 110 percent of the Fair Market Value on the grant date. 
 (b) Option Term. The term of
each Stock Option shall be fixed by the Administrator, but no Stock Option shall be exercisable more than ten years after the date the Stock Option is granted. In the case of an Incentive Stock Option that is granted to a Ten Percent Owner, the term
of such Stock Option shall be no more than five years from the date of grant. 
 (c) Exercisability; Rights of a Stockholder. Stock
Options shall become exercisable at such time or times, whether or not in installments, as shall be determined by the Administrator at or after the grant date. The Administrator may at any time accelerate the exercisability of all or any portion of
any Stock Option. An optionee shall have the rights of a stockholder only as to shares acquired upon the exercise of a Stock Option and not as to unexercised Stock Options. 

  
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 (d) Method of Exercise. Stock Options may be exercised in whole or in part, by giving
written or electronic notice of exercise to the Company, specifying the number of shares to be purchased. Payment of the purchase price may be made by one or more of the following methods to the extent provided in the Option Award Certificate: 

(i) In cash, by certified or bank check or other instrument acceptable to the Administrator; 

(ii) Through the delivery (or attestation to the ownership) of shares of Stock that are not then subject to restrictions under any Company
plan. Such surrendered shares shall be valued at Fair Market Value on the exercise date; 
 (iii) By the optionee delivering to the Company
a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company for the purchase price; provided that in the event the optionee chooses
to pay the purchase price as so provided, the optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Administrator shall prescribe as a condition of such payment procedure;
or 
 (iv) With respect to Stock Options that are not Incentive Stock Options, by a “net exercise” arrangement pursuant to which
the Company will reduce the number of shares of Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price. 

Payment instruments will be received subject to collection. The transfer to the optionee on the records of the Company or of the transfer agent of the shares
of Stock to be purchased pursuant to the exercise of a Stock Option will be contingent upon receipt from the optionee (or a purchaser acting in his stead in accordance with the provisions of the Stock Option) by the Company of the full purchase
price for such shares and the fulfillment of any other requirements contained in the Option Award Certificate or applicable provisions of laws (including the satisfaction of any withholding taxes that the Company is obligated to withhold with
respect to the optionee). In the event an optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the optionee upon the exercise of the Stock Option
shall be net of the number of attested shares. In the event that the Company establishes, for itself or using the services of a third party, an automated system for the exercise of Stock Options, such as a system using an internet website or
interactive voice response, then the paperless exercise of Stock Options may be permitted through the use of such an automated system. 

(e) Annual Limit on Incentive Stock Options. To the extent required for “incentive stock option” treatment under
Section 422 of the Code, the aggregate Fair Market Value (determined as of the time of grant) of the shares of Stock with respect to which Incentive Stock Options granted under this Plan and any other plan of the Company or its parent and
subsidiary corporations become exercisable for the first time by an optionee during any calendar year shall not exceed $100,000. To the extent that any Stock Option exceeds this limit, it shall constitute a Non-Qualified Stock Option. 

  
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	SECTION 6.	STOCK APPRECIATION RIGHTS 

 (a) Exercise Price of Stock Appreciation Rights. The
exercise price of a Stock Appreciation Right shall not be less than 100 percent of the Fair Market Value of the Stock on the date of grant. 

(b) Grant and Exercise of Stock Appreciation Rights. Stock Appreciation Rights may be granted by the Administrator independently of any
Stock Option granted pursuant to Section 5 of the Plan. 
 (c) Terms and Conditions of Stock Appreciation Rights. Stock
Appreciation Rights shall be subject to such terms and conditions as shall be determined from time to time by the Administrator. The term of a Stock Appreciation Right may not exceed ten years. 

 

	SECTION 7.	RESTRICTED STOCK AWARDS 

 (a) Nature of Restricted Stock Awards. The Administrator
shall determine the restrictions and conditions applicable to each Restricted Stock Award at the time of grant. Conditions may be based on continuing employment (or other service relationship) and/or achievement of pre-established performance goals
and objectives. The terms and conditions of each such Award Certificate shall be determined by the Administrator, and such terms and conditions may differ among individual Awards and grantees. 

(b) Rights as a Stockholder. Upon the grant of 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 the Restricted Stock and receipt of dividends; provided that if the lapse of restrictions with respect to the Restricted Stock Award is tied to the attainment of performance goals, any
dividends paid by the Company during the performance period shall accrue and shall not be paid to the grantee until and to the extent the performance goals are met with respect to the Restricted Stock Award. Unless the Administrator shall otherwise
determine, (i) uncertificated Restricted Stock shall be accompanied by a notation on the records of the Company or the transfer agent to the effect that they are subject to forfeiture until such Restricted Stock are vested as provided in
Section 7(d) below, and (ii) certificated Restricted Stock shall remain in the possession of the Company until such Restricted Stock is vested as provided in Section 7(d) below, and the grantee shall be required, as a condition of the
grant, to deliver to the Company such instruments of transfer as the Administrator may prescribe. 
 (c) Restrictions. Restricted
Stock may not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of except as specifically provided herein or in the Restricted Stock Award Certificate. Except as may otherwise be provided by the Administrator either in the
Award Certificate or, subject to Section 18 below, in writing after the Award is issued, if a grantee’s employment (or other service relationship) with the Company and its Subsidiaries terminates for any reason, any Restricted Stock that
has not vested at the time of termination shall automatically and without any requirement of notice to such grantee from or other action by or on behalf of, the Company be deemed to have been reacquired by the Company at its original


  
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purchase price (if any) from such grantee or such grantee’s legal representative simultaneously with such termination of employment (or other service relationship), and thereafter shall
cease to represent any ownership of the Company by the grantee or rights of the grantee as a stockholder. Following such deemed reacquisition of unvested Restricted Stock that are represented by physical certificates, a grantee shall surrender such
certificates to the Company upon request without consideration. 
 (d) Vesting of Restricted Stock. The Administrator at the time of
grant shall specify the date or dates and/or the attainment of pre-established performance goals, objectives and other conditions on which the non-transferability of the Restricted Stock and the Company’s right of repurchase or forfeiture shall
lapse. Subsequent to such date or dates and/or the attainment of such pre-established performance goals, objectives and other conditions, the shares on which all restrictions have lapsed shall no longer be Restricted Stock and shall be deemed
“vested.” Except as may otherwise be provided by the Administrator either in the Award Certificate or, subject to Section 18 below, in writing after the Award is issued, a grantee’s rights in any shares of Restricted Stock that
have not vested shall automatically terminate upon the grantee’s termination of employment (or other service relationship) with the Company and its Subsidiaries and such shares shall be subject to the provisions of Section 7(c) above. 

 

	SECTION 8.	RESTRICTED STOCK UNITS 

 (a) Nature of Restricted Stock Units. The Administrator
shall determine the restrictions and conditions applicable to each Restricted Stock Unit at the time of grant. Conditions may be based on continuing employment (or other service relationship) and/or achievement of pre-established performance goals
and objectives. The terms and conditions of each such Award Certificate shall be determined by the Administrator, and such terms and conditions may differ among individual Awards and grantees. At the end of the deferral period, the Restricted Stock
Units, to the extent vested, shall be settled in the form of shares of Stock. To the extent that an award of Restricted Stock Units is subject to Section 409A, it may contain such additional terms and conditions as the Administrator shall
determine in its sole discretion in order for such Award to comply with the requirements of Section 409A. 
 (b) Election to Receive
Restricted Stock Units in Lieu of Compensation. The Administrator may, in its sole discretion, permit a grantee to elect to receive a portion of future cash compensation otherwise due to such grantee in the form of an award of Restricted Stock
Units. Any such election shall be made in writing and shall be delivered to the Company no later than the date specified by the Administrator and in accordance with Section 409A and such other rules and procedures established by the
Administrator. Any such future cash compensation that the grantee elects to defer shall be converted to a fixed number of Restricted Stock Units based on the Fair Market Value of Stock on the date the compensation would otherwise have been paid to
the grantee if such payment had not been deferred as provided herein. The Administrator shall have the sole right to determine whether and under what circumstances to permit such elections and to impose such limitations and other terms and
conditions thereon as the Administrator deems appropriate. Any Restricted Stock Units that are elected to be received in lieu of cash compensation shall be fully vested, unless otherwise provided in the Award Certificate. 

  
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 (c) Rights as a Stockholder. A grantee shall have the rights as a stockholder only as to
shares of Stock acquired by the grantee upon settlement of Restricted Stock Units; provided, however, that the grantee may be credited with Dividend Equivalent Rights with respect to the phantom stock units underlying his Restricted Stock Units,
subject to such terms and conditions as the Administrator may determine. 
 (d) Termination. Except as may otherwise be provided by
the Administrator either in the Award Certificate or, subject to Section 18 below, in writing after the Award is issued, a grantee’s right in all Restricted Stock Units that have not vested shall automatically terminate upon the
grantee’s termination of employment (or cessation of service relationship) with the Company and its Subsidiaries for any reason. 
  

	SECTION 9.	UNRESTRICTED STOCK AWARDS 

 Grant or Sale of Unrestricted Stock. The Administrator
may, in its sole discretion, grant (or sell at par value or such higher purchase price determined by the Administrator) an Unrestricted Stock Award under the Plan. Unrestricted Stock Awards may be granted in respect of past services or other valid
consideration, or in lieu of cash compensation due to such grantee. 
  

	SECTION 10.	CASH-BASED AWARDS 

 Grant of Cash-Based Awards. The Administrator may, in its sole
discretion, grant Cash-Based Awards to any grantee in such number or amount and upon such terms, and subject to such conditions, as the Administrator shall determine at the time of grant. The Administrator shall determine the maximum duration of the
Cash-Based Award, the amount of cash to which the Cash-Based Award pertains, the conditions upon which the Cash-Based Award shall become vested or payable, and such other provisions as the Administrator shall determine. Each Cash-Based Award shall
specify a cash-denominated payment amount, formula or payment ranges as determined by the Administrator. Payment, if any, with respect to a Cash-Based Award shall be made in accordance with the terms of the Award and may be made in cash or in shares
of Stock, as the Administrator determines. 
  

	SECTION 11.	PERFORMANCE SHARE AWARDS 

 (a) Nature of Performance Share Awards. The
Administrator may, in its sole discretion, grant Performance Share Awards independent of, or in connection with, the granting of any other Award under the Plan. The Administrator shall determine whether and to whom Performance Share Awards shall be
granted, the Performance Goals, the periods during which performance is to be measured, which may not be less than one year except in the case of a Sale Event, and such other limitations and conditions as the Administrator shall determine. 

(b) Rights as a Stockholder. A grantee receiving a Performance Share Award shall have the rights of a stockholder only as to shares
actually received by the grantee under the Plan and not with respect to shares subject to the Award but not actually received by the grantee. A grantee shall be entitled to receive shares of Stock under a Performance Share Award only upon
satisfaction of all conditions specified in the Performance Share Award Certificate (or in a performance plan adopted by the Administrator). 

  
 12 








 (c) Termination. Except as may otherwise be provided by the Administrator either in the
Award agreement or, subject to Section 18 below, in writing after the Award is issued, a grantee’s rights in all Performance Share Awards shall automatically terminate upon the grantee’s termination of employment (or cessation of
service relationship) with the Company and its Subsidiaries for any reason. 
  

	SECTION 12.	PERFORMANCE-BASED AWARDS TO COVERED EMPLOYEES 

 (a) Performance-Based Awards. Any
employee or other key person providing services to the Company and who is selected by the Administrator may be granted one or more Performance-Based Awards in the form of a Restricted Stock Award, Restricted Stock Units, Performance Share Awards or
Cash-Based Award payable upon the attainment of Performance Goals that are established by the Administrator and relate to one or more of the Performance Criteria, in each case on a specified date or dates or over any period or periods determined by
the Administrator. The Administrator shall define in an objective fashion the manner of calculating the Performance Criteria it selects to use for any Performance Cycle. Depending on the Performance Criteria used to establish such Performance Goals,
the Performance Goals may be expressed in terms of overall Company performance or the performance of a division, business unit, or an individual. The Administrator, in its discretion, may adjust or modify the calculation of Performance Goals for
such Performance Cycle in order to prevent the dilution or enlargement of the rights of an individual (i) in the event of, or in anticipation of, any unusual or extraordinary corporate item, transaction, event or development, (ii) in
recognition of, or in anticipation of, any other unusual or nonrecurring events affecting the Company, or the financial statements of the Company, or (iii) in response to, or in anticipation of, changes in applicable laws, regulations,
accounting principles, or business conditions provided however, that the Administrator may not exercise such discretion in a manner that would increase the Performance-Based Award granted to a Covered Employee. Each Performance-Based Award shall
comply with the provisions set forth below. 
 (b) Grant of Performance-Based Awards. With respect to each Performance-Based Award
granted to a Covered Employee, the Administrator shall select, within the first 90 days of a Performance Cycle (or, if shorter, within the maximum period allowed under Section 162(m) of the Code) the Performance Criteria for such grant, and the
Performance Goals with respect to each Performance Criterion (including a threshold level of performance below which no amount will become payable with respect to such Award). Each Performance-Based Award will specify the amount payable, or the
formula for determining the amount payable, upon achievement of the various applicable performance targets. The Performance Criteria established by the Administrator may be (but need not be) different for each Performance Cycle and different
Performance Goals may be applicable to Performance-Based Awards to different Covered Employees. 
 (c) Payment of Performance-Based
Awards. Following the completion of a Performance Cycle, the Administrator shall meet to review and certify in writing whether, and to what extent, the Performance Goals for the Performance Cycle have been achieved and, if so, to also calculate
and certify in writing the amount of the Performance-Based Awards earned for the Performance Cycle. The Administrator shall then determine the actual size of each Covered Employee’s Performance-Based Award, and, in doing so, may reduce or
eliminate the amount of the Performance-Based Award for a Covered Employee if, in its sole judgment, such reduction or elimination is appropriate. 

  
 13 








 (d) Maximum Award Payable. The maximum Performance-Based Award payable to any one Covered
Employee under the Plan for a Performance Cycle is 2,240,000 shares of Stock (subject to adjustment as provided in Section 3(b) hereof) or $5 million the case of a Performance-Based Award that is a Cash-Based Award. 

 

	SECTION 13.	DIVIDEND EQUIVALENT RIGHTS 

 (a) Dividend Equivalent Rights. A Dividend Equivalent
Right may be granted hereunder to any grantee as a component of an award of Restricted Stock Units, Restricted Stock Award or Performance Share Award or as a freestanding award. The terms and conditions of Dividend Equivalent Rights shall be
specified in the Award Certificate. Dividend equivalents credited to the holder of a Dividend Equivalent Right may be paid currently or may be deemed to be reinvested in additional shares of Stock, which may thereafter accrue additional equivalents.
Any such reinvestment shall be at Fair Market Value on the date of reinvestment or such other price as may then apply under a dividend reinvestment plan sponsored by the Company, if any. Dividend Equivalent Rights may be settled in cash or shares of
Stock or a combination thereof, in a single installment or installments. A Dividend Equivalent Right granted as a component of an award of Restricted Stock Units or Restricted Stock Award with performance vesting or Performance Share Award shall
provide that such Dividend Equivalent Right shall be settled only upon settlement or payment of, or lapse of restrictions on, such other Award, and that such Dividend Equivalent Right shall expire or be forfeited or annulled under the same
conditions as such other Award. 
 (b) Interest Equivalents. Any Award under this Plan that is settled in whole or in part in cash on
a deferred basis may provide in the grant for interest equivalents to be credited with respect to such cash payment. Interest equivalents may be compounded and shall be paid upon such terms and conditions as may be specified by the grant. 

(c) Termination. Except as may otherwise be provided by the Administrator either in the Award Certificate or, subject to
Section 18 below, in writing after the Award is issued, a grantee’s rights in all Dividend Equivalent Rights or interest equivalents granted as a component of an award of Restricted Stock Units, Restricted Stock Award or Performance Share
Award that has not vested shall automatically terminate upon the grantee’s termination of employment (or cessation of service relationship) with the Company and its Subsidiaries for any reason. 

 

	SECTION 14.	TRANSFERABILITY OF AWARDS 

 (a) Transferability. Except as provided in
Section 14(b) below, during a grantee’s lifetime, his or her Awards shall be exercisable only by the grantee, or by the grantee’s legal representative or guardian in the event of the grantee’s incapacity. No Awards shall be sold,
assigned, transferred or otherwise encumbered or disposed of by a grantee other than by will or by the laws of descent and distribution or pursuant to a domestic relations order. No Awards shall be subject, in whole or in part, to attachment,
execution, or levy of any kind, and any purported transfer in violation hereof shall be null and void. 

  
 14 








 (b) Administrator Action. Notwithstanding Section 14(a), the Administrator, in its
discretion, may provide either in the Award Certificate regarding a given Award or by subsequent written approval that the grantee (who is an employee or director) may transfer his or her Non-Qualified Options to his or her immediate family members,
to trusts for the benefit of such family members, or to partnerships in which such family members are the only partners, provided that the transferee agrees in writing with the Company to be bound by all of the terms and conditions of this Plan and
the applicable Award. In no event may an Award be transferred by a grantee for value. 
 (c) Family Member. For purposes of
Section 14(b), “family member” shall mean a grantee’s 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, any person sharing the grantee’s household (other than a tenant of the grantee), a trust in which these persons (or the grantee) have more than 50 percent of the beneficial
interest, a foundation in which these persons (or the grantee) control the management of assets, and any other entity in which these persons (or the grantee) own more than 50 percent of the voting interests. 

(d) Designation of Beneficiary. Each grantee to whom an Award has been made under the Plan may designate a beneficiary or beneficiaries
to exercise any Award or receive any payment under any Award payable on or after the grantee’s death. Any such designation shall be on a form provided for that purpose by the Administrator and shall not be effective until received by the
Administrator. If no beneficiary has been designated by a deceased grantee, or if the designated beneficiaries have predeceased the grantee, the beneficiary shall be the grantee’s estate. 

 

	SECTION 15.	TAX WITHHOLDING 

 (a) Payment by Grantee. Each grantee shall, no later than the
date as of which the value of an Award or of any Stock or other amounts received thereunder first becomes includable in the gross income of the grantee for Federal income tax purposes, pay to the Company, or make arrangements satisfactory to the
Administrator regarding payment of, any Federal, state, or local taxes of any kind required by law to be withheld by the Company with respect to such income. The Company and its Subsidiaries shall, to the extent permitted by law, have the right to
deduct any such taxes from any payment of any kind otherwise due to the grantee. The Company’s obligation to deliver evidence of book entry (or stock certificates) to any grantee is subject to and conditioned on tax withholding obligations
being satisfied by the grantee. 
 (b) Payment in Stock. Subject to approval by the Administrator, a grantee may elect to have the
Company’s minimum required tax withholding obligation satisfied, in whole or in part, by authorizing the Company to withhold from shares of Stock to be issued pursuant to any Award a number of shares with an aggregate Fair Market Value (as of
the date the withholding is effected) that would satisfy the withholding amount due. 

  
 15 









	SECTION 16.	SECTION 409A AWARDS 

 To the extent that any Award is determined to constitute
“nonqualified deferred compensation” within the meaning of Section 409A (a “409A Award”), the Award shall be subject to such additional rules and requirements as specified by the Administrator from time to time in order to
comply with Section 409A. In this regard, if any amount under a 409A Award is payable upon a “separation from service” (within the meaning of Section 409A) to a grantee who is then considered a “specified employee”
(within the meaning of Section 409A), then no such payment shall be made prior to the date that is the earlier of (i) six months and one day after the grantee’s separation from service, or (ii) the grantee’s death, but only
to the extent such delay is necessary to prevent such payment from being subject to interest, penalties and/or additional tax imposed pursuant to Section 409A. Further, the settlement of any such Award may not be accelerated except to the
extent permitted by Section 409A. 
  

	SECTION 17.	TRANSFER, LEAVE OF ABSENCE, ETC. 

 For purposes of the Plan, the following events shall
not be deemed a termination of employment: 
 (a) a transfer to the employment of the Company from a Subsidiary or from the Company to a
Subsidiary, or from one Subsidiary to another; or 
 (b) an approved leave of absence for military service or sickness, or for any other
purpose approved by the Company, if the employee’s right to re-employment is guaranteed either by a statute or by contract or under the policy pursuant to which the leave of absence was granted or if the Administrator otherwise so provides in
writing. 
  

	SECTION 18.	AMENDMENTS AND TERMINATION 

 The Board may, at any time, amend or discontinue the Plan
and the Administrator may, at any time, amend or cancel any outstanding Award for the purpose of satisfying changes in law or for any other lawful purpose, but no such action shall adversely affect rights under any outstanding Award without the
holder’s consent. The Administrator is specifically authorized to exercise its discretion to reduce the exercise price of outstanding Stock Options or Stock Appreciation Rights or effect the repricing of such Awards through cancellation and
re-grants. To the extent required under the rules of any securities exchange or market system on which the Stock is listed, to the extent determined by the Administrator to be required by the Code to ensure that Incentive Stock Options granted under
the Plan are qualified under Section 422 of the Code, or to ensure that compensation earned under Awards qualifies as performance-based compensation under Section 162(m) of the Code, Plan amendments shall be subject to approval by the
Company stockholders entitled to vote at a meeting of stockholders. Nothing in this Section 18 shall limit the Administrator’s authority to take any action permitted pursuant to Section 3(b) or 3(c). 

 

	SECTION 19.	STATUS OF PLAN 

 With respect to the portion of any Award that has not been exercised and
any payments in cash, Stock or other consideration not received by a grantee, a grantee shall have no rights 

  
 16 








 
greater than those of a general creditor of the Company unless the Administrator shall otherwise expressly determine in connection with any Award or Awards. In its sole discretion, the
Administrator may authorize the creation of trusts or other arrangements to meet the Company’s obligations to deliver Stock or make payments with respect to Awards hereunder, provided that the existence of such trusts or other arrangements is
consistent with the foregoing sentence. 
  

	SECTION 20.	GENERAL PROVISIONS 

 (a) No Distribution. The Administrator may require each
person acquiring Stock pursuant to an Award to represent to and agree with the Company in writing that such person is acquiring the shares without a view to distribution thereof. 

(b) Delivery of Stock Certificates. Stock certificates to grantees under this Plan shall be deemed delivered for all purposes when the
Company or a stock transfer agent of the Company shall have mailed such certificates in the United States mail, addressed to the grantee, at the grantee’s last known address on file with the Company. Uncertificated Stock shall be deemed
delivered for all purposes when the Company or a Stock transfer agent of the Company shall have given to the grantee by electronic mail (with proof of receipt) or by United States mail, addressed to the grantee, at the grantee’s last known
address on file with the Company, notice of issuance and recorded the issuance in its records (which may include electronic “book entry” records). Notwithstanding anything herein to the contrary, the Company shall not be required to issue
or deliver any certificates evidencing shares of Stock pursuant to the exercise of any Award, unless and until the Administrator has determined, with advice of counsel (to the extent the Administrator deems such advice necessary or advisable), that
the issuance and delivery of such certificates is in compliance with all applicable laws, regulations of governmental authorities and, if applicable, the requirements of any exchange on which the shares of Stock are listed, quoted or traded. All
Stock certificates delivered pursuant to the Plan shall be subject to any stop-transfer orders and other restrictions as the Administrator deems necessary or advisable to comply with federal, state or foreign jurisdiction, securities or other laws,
rules and quotation system on which the Stock is listed, quoted or traded. The Administrator may place legends on any Stock certificate to reference restrictions applicable to the Stock. In addition to the terms and conditions provided herein, the
Administrator may require that an individual make such reasonable covenants, agreements, and representations as the Administrator, in its discretion, deems necessary or advisable in order to comply with any such laws, regulations, or requirements.
The Administrator shall have the right to require any individual to comply with any timing or other restrictions with respect to the settlement or exercise of any Award, including a window-period limitation, as may be imposed in the discretion of
the Administrator. 
 (c) Stockholder Rights. Until Stock is deemed delivered in accordance with Section 20(b), no right to vote
or receive dividends or any other rights of a stockholder will exist with respect to shares of Stock to be issued in connection with an Award, notwithstanding the exercise of a Stock Option or any other action by the grantee with respect to an
Award. 
 (d) Other Compensation Arrangements; No Employment Rights. Nothing contained in this Plan shall prevent the Board from
adopting other or additional compensation arrangements, including trusts, and such arrangements may be either generally applicable or 

  
 17 








 
applicable only in specific cases. The adoption of this Plan and the grant of Awards do not confer upon any employee any right to continued employment with the Company or any Subsidiary. 

(e) Trading Policy Restrictions. Option exercises and other Awards under the Plan shall be subject to the Company’s insider
trading policies and procedures, as in effect from time to time. 
 (f) Forfeiture of Awards under Sarbanes-Oxley Act. If the Company
is required to prepare an accounting restatement due to the material noncompliance of the Company, as a result of misconduct, with any financial reporting requirement under the securities laws, then any grantee who is one of the individuals subject
to automatic forfeiture under Section 304 of the Sarbanes-Oxley Act of 2002 shall reimburse the Company for the amount of any Award received by such individual under the Plan during the 12-month period following the first public issuance or
filing with the United States Securities and Exchange Commission, as the case may be, of the financial document embodying such financial reporting requirement. 

(g) Clawback Policy. Awards under the Plan shall be subject to the Company’s clawback policy, as in effect from time to time. 

 

	SECTION 21.	EFFECTIVE DATE OF PLAN 

 This Plan shall become effective immediately prior to the
Company’s Initial Public Offering, following stockholder approval in accordance with applicable state law, the Company’s bylaws and articles of incorporation, and applicable stock exchange rules. No grants of Stock Options and other Awards
may be made hereunder after the tenth anniversary of the Effective Date and no grants of Incentive Stock Options may be made hereunder after the tenth anniversary of the date the Plan is approved by the Board. 

 

	SECTION 22.	GOVERNING LAW 

 This Plan and all Awards and actions taken thereunder shall be governed
by, and construed in accordance with, the laws of the State of Delaware, applied without regard to conflict of law principles. 
 DATE APPROVED BY BOARD OF
DIRECTORS: May 1, 2014 
 DATE APPROVED BY STOCKHOLDERS: May 15, 2014 

  
 18 








 INCENTIVE STOCK OPTION AGREEMENT 

UNDER THE IMPRIVATA, INC. 

2014 STOCK OPTION AND INCENTIVE PLAN 
  

							
	Name of Optionee:	  	                                    
                                         
         	  	
				
	No. of Option Shares:	  	                                      
            	  		  	
				
	Option Exercise Price per Share:	  	$                                      
          	  		  	
		  	[FMV on Grant Date (110% of FMV if a 10% owner)]	  	
				
	Grant Date:	  	                                      
            	  		  	
				
	Expiration Date:	  	                                      
            	  		  	
		  	[up to 10 years (5 if a 10% owner)]	  	

 Pursuant to the Imprivata, Inc. 2014 Stock Option and Incentive Plan as amended through the date hereof (the
“Plan”), Imprivata, Inc. (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of
Common Stock, par value $0.001 per share (the “Stock”), of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan. 

1. Exercisability Schedule. No portion of this Stock Option may be exercised until such portion shall have become exercisable. Except
as set forth below, and subject to the discretion of the Administrator (as defined in Section 2 of the Plan) to accelerate the exercisability schedule hereunder, this Stock Option shall be exercisable with respect to the following number of
Option Shares on the dates indicated so long as the Optionee remains an employee of the Company or a Subsidiary on such dates: 
  

			
	 Incremental Number of Option Shares Exercisable*
	  	Exercisability Date
		
	              (    %)
	  	                     
	              (    %)
	  	                     
	              (    %)
	  	                     
	              (    %)
	  	                     
	              (    %)
	  	                     

  

	*	Max. of $100,000 per yr. 

 Once exercisable, this Stock Option shall continue to be exercisable
at any time or times prior to the close of business on the Expiration Date, subject to the provisions hereof and of the Plan. 







 2. Manner of Exercise. 

(a) The Optionee may exercise this Stock Option only in the following manner: from time to time on or prior to the Expiration Date of this
Stock Option, the Optionee may give written notice to the Administrator of his or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be
purchased. 
 Payment of the purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, by
certified or bank check or other instrument acceptable to the Administrator; (ii) through the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially
owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the Administrator; or (iii) by the Optionee delivering to the Company a properly
executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company to pay the option purchase price, provided that in the event the Optionee chooses to
pay the option purchase price as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Administrator shall prescribe as a condition of such payment
procedure; or (iv) a combination of (i), (ii) and (iii) above. Payment instruments will be received subject to collection. 

The transfer to the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the
Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and
(iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent
resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock
transferred to the Optionee upon the exercise of the Stock Option shall be net of the Shares attested to. 
 (b) The shares of Stock
purchased upon exercise of this Stock Option shall be transferred to the Optionee on the records of the Company or of the transfer agent upon compliance to the satisfaction of the Administrator with all requirements under applicable laws or
regulations in connection with such transfer and with the requirements hereof and of the Plan. The determination of the Administrator as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder
of, or to have any of the rights of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company or the transfer agent shall have
transferred the shares to the Optionee, and the Optionee’s name shall have been entered as the stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect
to such shares of Stock. 

  
 2 








 (c) The minimum number of shares with respect to which this Stock Option may be exercised at any
one time shall be 100 shares, unless the number of shares with respect to which this Stock Option is being exercised is the total number of shares subject to exercise under this Stock Option at the time. 

(d) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date
hereof. 
 3. Termination of Employment. If the Optionee’s employment by the Company or a Subsidiary (as defined in the Plan) is
terminated, the period within which to exercise the Stock Option may be subject to earlier termination as set forth below. 
 (a)
Termination Due to Death. If the Optionee’s employment terminates by reason of the Optionee’s death, any portion of this Stock Option outstanding on such date, to the extent exercisable on the date of death, may thereafter be
exercised by the Optionee’s legal representative or legatee for a period of 12 months from the date of death or until the Expiration Date, if earlier. Any portion of this Stock Option that is not exercisable on the date of death shall terminate
immediately and be of no further force or effect. 
 (b) Termination Due to Disability. If the Optionee’s employment terminates
by reason of the Optionee’s disability (as determined by the Administrator), any portion of this Stock Option outstanding on such date, to the extent exercisable on the date of such disability, may thereafter be exercised by the Optionee for a
period of 12 months from the date of disability or until the Expiration Date, if earlier. Any portion of this Stock Option that is not exercisable on the date of disability shall terminate immediately and be of no further force or effect. 

(c) Termination for Cause. If the Optionee’s employment terminates for Cause, any portion of this Stock Option outstanding on such
date shall terminate immediately and be of no further force and effect. For purposes hereof, “Cause” shall mean, unless otherwise provided in an employment agreement between the Company and the Optionee, a determination by the
Administrator that the Optionee shall be dismissed as a result of (i) any material breach by the Optionee of any agreement between the Optionee and the Company; (ii) the conviction of, indictment for or plea of nolo contendere by the
Optionee to a felony or a crime involving moral turpitude; or (iii) any material misconduct or willful and deliberate non-performance (other than by reason of disability) by the Optionee of the Optionee’s duties to the Company. 

(d) Other Termination. If the Optionee’s employment terminates for any reason other than the Optionee’s death, the
Optionee’s disability, or Cause, and unless otherwise determined by the Administrator, any portion of this Stock Option outstanding on such date may be exercised, to the extent exercisable on the date of termination, for a period of three
months from the date of termination or until the Expiration Date, if earlier. Any portion of this Stock Option that is not exercisable on the date of termination shall terminate immediately and be of no further force or effect. 

The Administrator’s determination of the reason for termination of the Optionee’s employment shall be conclusive and binding on the
Optionee and his or her representatives or legatees. 

  
 3 








 4. Incorporation of Plan. Notwithstanding anything herein to the contrary, this Stock
Option shall be subject to and governed by all the terms and conditions of the Plan, including the powers of the Administrator set forth in Section 2(b) of the Plan. Capitalized terms in this Agreement shall have the meaning specified in the
Plan, unless a different meaning is specified herein. 
 5. Transferability. This Agreement is personal to the Optionee, is
non-assignable and is not transferable in any manner, by operation of law or otherwise, other than by will or the laws of descent and distribution. This Stock Option is exercisable, during the Optionee’s lifetime, only by the Optionee, and
thereafter, only by the Optionee’s legal representative or legatee. 
 6. Status of the Stock Option. This Stock Option is
intended to qualify as an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), but the Company does not represent or warrant that this Stock Option qualifies as such. The
Optionee should consult with his or her own tax advisors regarding the tax effects of this Stock Option and the requirements necessary to obtain favorable income tax treatment under Section 422 of the Code, including, but not limited to,
holding period requirements. To the extent any portion of this Stock Option does not so qualify as an “incentive stock option,” such portion shall be deemed to be a non-qualified stock option. If the Optionee intends to dispose or does
dispose (whether by sale, gift, transfer or otherwise) of any Option Shares within the one-year period beginning on the date after the transfer of such shares to him or her, or within the two-year period beginning on the day after the grant of this
Stock Option, he or she will so notify the Company within 30 days after such disposition. 
 7. Tax Withholding. The Optionee shall,
not later than the date as of which the exercise of this Stock Option becomes a taxable event for Federal income tax purposes, pay to the Company or make arrangements satisfactory to the Administrator for payment of any Federal, state, and local
taxes required by law to be withheld on account of such taxable event. The Company shall have the authority to cause the minimum required tax withholding obligation to be satisfied, in whole or in part, by withholding from shares of Stock to be
issued to the Optionee a number of shares of Stock with an aggregate Fair Market Value that would satisfy the minimum withholding amount due. 

8. No Obligation to Continue Employment. Neither the Company nor any Subsidiary is obligated by or as a result of the Plan or this
Agreement to continue the Optionee in employment and neither the Plan nor this Agreement shall interfere in any way with the right of the Company or any Subsidiary to terminate the employment of the Optionee at any time. 

9. Integration. This Agreement constitutes the entire agreement between the parties with respect to this Stock Option and supersedes
all prior agreements and discussions between the parties concerning such subject matter. 
 10. Data Privacy Consent. In order to
administer the Plan and this Agreement and to implement or structure future equity grants, the Company, its subsidiaries and affiliates and certain agents thereof (together, the “Relevant Companies”) may process any and all personal or
professional data, including but not limited to Social Security or other identification number, 

  
 4 








 
home address and telephone number, date of birth and other information that is necessary or desirable for the administration of the Plan and/or this Agreement (the “Relevant
Information”). By entering into this Agreement, the Grantee (i) authorizes the Company to collect, process, register and transfer to the Relevant Companies all Relevant Information; (ii) waives any privacy rights the Grantee may have
with respect to the Relevant Information; (iii) authorizes the Relevant Companies to store and transmit such information in electronic form; and (iv) authorizes the transfer of the Relevant Information to any jurisdiction in which the
Relevant Companies consider appropriate. The Grantee shall have access to, and the right to change, the Relevant Information. Relevant Information will only be used in accordance with applicable law. 

11. Notices. Notices hereunder shall be mailed or delivered to the Company at its principal place of business and shall be mailed or
delivered to the Optionee at the address on file with the Company or, in either case, at such other address as one party may subsequently furnish to the other party in writing. 

 

			
	IMPRIVATA, INC.
		
	By:	 	  

		 	Title:


 The foregoing Agreement is hereby accepted and the terms and conditions thereof hereby agreed to by the undersigned.
Electronic acceptance of this Agreement pursuant to the Company’s instructions to the Grantee (including through an online acceptance process) is acceptable. 
  

									
	Dated:	 	  
	 		 		 	  

		 		 		 		 	Optionee’s Signature
					
		 		 		 		 	Optionee’s name and address:
					
		 		 		 		 	  

					
		 		 		 		 	  

					
		 		 		 		 	  



  
 5 








 NON-QUALIFIED STOCK OPTION AGREEMENT 

FOR NON-EMPLOYEE DIRECTORS 

UNDER THE IMPRIVATA, INC. 

2014 STOCK OPTION AND INCENTIVE PLAN 
  

							
	Name of Optionee:	  	                                    
                                         
         	  	
				
	No. of Option Shares:	  	                                      
            	  		  	
				
	Option Exercise Price per Share:	  	$                                      
          	  		  	
		  	[FMV on Grant Date]	  		  	
				
	Grant Date:	  	                                      
            	  		  	
				
	Expiration Date:	  	                                      
            	  		  	
		  	[No more than 10 years]	  		  	

 Pursuant to the Imprivata, Inc. 2014 Stock Option and Incentive Plan as amended through the date hereof (the
“Plan”), Imprivata, Inc. (the “Company”) hereby grants to the Optionee named above, who is a Director of the Company but is not an employee of the Company, an option (the “Stock Option”) to purchase on or prior to the
Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.001 per share (the “Stock”), of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and
conditions set forth herein and in the Plan. This Stock Option is not intended to be an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended. 

1. Exercisability Schedule. No portion of this Stock Option may be exercised until such portion shall have become exercisable. Except
as set forth below, and subject to the discretion of the Administrator (as defined in Section 2 of the Plan) to accelerate the exercisability schedule hereunder, this Stock Option shall be exercisable with respect to the following number of
Option Shares on the dates indicated so long as the Optionee remains in service as a member of the Board on such dates: 
  

			
	 Incremental Number of Option Shares Exercisable
	  	Exercisability Date
		
	              (    %)
	  	                     
	              (    %)
	  	                     
	              (    %)
	  	                     
	              (    %)
	  	                     
	              (    %)
	  	                     








 Once exercisable, this Stock Option shall continue to be exercisable at any time or times prior
to the close of business on the Expiration Date, subject to the provisions hereof and of the Plan. 
 2. Manner of Exercise. 

(a) The Optionee may exercise this Stock Option only in the following manner: from time to time on or prior to the Expiration Date of this
Stock Option, the Optionee may give written notice to the Administrator of his or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be
purchased. 
 Payment of the purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, by
certified or bank check or other instrument acceptable to the Administrator; (ii) through the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially
owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the Administrator; (iii) by the Optionee delivering to the Company a properly
executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company to pay the option purchase price, provided that in the event the Optionee chooses to
pay the option purchase price as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Administrator shall prescribe as a condition of such payment
procedure; (iv) by a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the
aggregate exercise price; or (v) a combination of (i), (ii), (iii) and (iv) above. Payment instruments will be received subject to collection. 

The transfer to the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the
Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and
(iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent
resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock
transferred to the Optionee upon the exercise of the Stock Option shall be net of the Shares attested to. 
 (b) The shares of Stock
purchased upon exercise of this Stock Option shall be transferred to the Optionee on the records of the Company or of the transfer agent upon compliance to the satisfaction of the Administrator with all requirements under applicable laws or
regulations in connection with such transfer and with the requirements hereof and of the Plan. The determination of the Administrator as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder
of, or to have any of the rights of a 

  
 2 








 
holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company or the transfer
agent shall have transferred the shares to the Optionee, and the Optionee’s name shall have been entered as the stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership
rights with respect to such shares of Stock. 
 (c) The minimum number of shares with respect to which this Stock Option may be exercised at
any one time shall be 100 shares, unless the number of shares with respect to which this Stock Option is being exercised is the total number of shares subject to exercise under this Stock Option at the time. 

(d) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date
hereof. 
 3. Termination as Director. If the Optionee ceases to be a Director of the Company, the period within which to exercise
the Stock Option may be subject to earlier termination as set forth below. 
 (a) Termination Due to Death. If the Optionee’s
service as a Director terminates by reason of the Optionee’s death, any portion of this Stock Option outstanding on such date, to the extent exercisable on the date of death, may thereafter be exercised by the Optionee’s legal
representative or legatee for a period of 12 months from the date of death or until the Expiration Date, if earlier. Any portion of this Stock Option that is not exercisable on the date of death shall terminate immediately and be of no further force
or effect. 
 (b) Other Termination. If the Optionee ceases to be a Director for any reason other than the Optionee’s death, any
portion of this Stock Option outstanding on such date may be exercised, to the extent exercisable on the date the Optionee ceased to be a Director, for a period of three months from the date the Optionee ceased to be a Director or until the
Expiration Date, if earlier. Any portion of this Stock Option that is not exercisable on the date the Optionee ceases to be a Director shall terminate immediately and be of no further force or effect. 

4. Incorporation of Plan. Notwithstanding anything herein to the contrary, this Stock Option shall be subject to and governed by all
the terms and conditions of the Plan, including the powers of the Administrator set forth in Section 2(b) of the Plan. Capitalized terms in this Agreement shall have the meaning specified in the Plan, unless a different meaning is specified
herein. 
 5. Transferability. This Agreement is personal to the Optionee, is non-assignable and is not transferable in any manner,
by operation of law or otherwise, other than by will or the laws of descent and distribution. This Stock Option is exercisable, during the Optionee’s lifetime, only by the Optionee, and thereafter, only by the Optionee’s legal
representative or legatee. 
 6. No Obligation to Continue as a Director. Neither the Plan nor this Stock Option confers upon the
Optionee any rights with respect to continuance as a Director. 

  
 3 








 7. Integration. This Agreement constitutes the entire agreement between the parties with
respect to this Stock Option and supersedes all prior agreements and discussions between the parties concerning such subject matter. 
 8.
Data Privacy Consent. In order to administer the Plan and this Agreement and to implement or structure future equity grants, the Company, its subsidiaries and affiliates and certain agents thereof (together, the “Relevant
Companies”) may process any and all personal or professional data, including but not limited to Social Security or other identification number, home address and telephone number, date of birth and other information that is necessary or
desirable for the administration of the Plan and/or this Agreement (the “Relevant Information”). By entering into this Agreement, the Grantee (i) authorizes the Company to collect, process, register and transfer to the Relevant
Companies all Relevant Information; (ii) waives any privacy rights the Grantee may have with respect to the Relevant Information; (iii) authorizes the Relevant Companies to store and transmit such information in electronic form; and
(iv) authorizes the transfer of the Relevant Information to any jurisdiction in which the Relevant Companies consider appropriate. The Grantee shall have access to, and the right to change, the Relevant Information. Relevant Information will
only be used in accordance with applicable law. 

  
 4 








 9. Notices. Notices hereunder shall be mailed or delivered to the Company at its principal
place of business and shall be mailed or delivered to the Optionee at the address on file with the Company or, in either case, at such other address as one party may subsequently furnish to the other party in writing. 

 

			
	IMPRIVATA, INC.
		
	By:	 	  

		 	Title:


 The foregoing Agreement is hereby accepted and the terms and conditions thereof hereby agreed to by the undersigned.
Electronic acceptance of this Agreement pursuant to the Company’s instructions to the Grantee (including through an online acceptance process) is acceptable. 
  

							
	Dated:	 	  
	 		 	  

		 		 		 	Optionee’s Signature
				
		 		 		 	Optionee’s name and address:
				
		 		 		 	  

				
		 		 		 	  

				
		 		 		 	  



  
 5 








 NON-QUALIFIED STOCK OPTION AGREEMENT 

FOR COMPANY EMPLOYEES 

UNDER THE IMPRIVATA, INC. 

2014 STOCK OPTION AND INCENTIVE PLAN 
  

							
	Name of Optionee:	  	                                    
                                         
         	  	
				
	No. of Option Shares:	  	                                      
            	  		  	
				
	Option Exercise Price per Share:	  	$                                      
          	  		  	
		  	[FMV on Grant Date]	  		  	
				
	Grant Date:	  	                                      
            	  		  	
				
	Expiration Date:	  	                                      
            	  		  	

 Pursuant to the Imprivata, Inc. 2014 Stock Option and Incentive Plan as amended through the date hereof (the
“Plan”), Imprivata, Inc. (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of
Common Stock, par value $0.001 per share (the “Stock”) of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan. This Stock Option is not
intended to be an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended. 
 1.
Exercisability Schedule. No portion of this Stock Option may be exercised until such portion shall have become exercisable. Except as set forth below, and subject to the discretion of the Administrator (as defined in Section 2 of the
Plan) to accelerate the exercisability schedule hereunder, this Stock Option shall be exercisable with respect to the following number of Option Shares on the dates indicated so long as Optionee remains an employee of the Company or a Subsidiary on
such dates: 
  

			
	 Incremental Number of Option Shares Exercisable
	  	 Exercisability Date

		
	              (    %)
	  	                    
	              (    %)
	  	                    
	              (    %)
	  	                    
	              (    %)
	  	                    
	              (    %)
	  	                    

 Once exercisable, this Stock Option shall continue to be exercisable at any time or times prior to the close
of business on the Expiration Date, subject to the provisions hereof and of the Plan. 







 2. Manner of Exercise. 

(a) The Optionee may exercise this Stock Option only in the following manner: from time to time on or prior to the Expiration Date of this
Stock Option, the Optionee may give written notice to the Administrator of his or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be
purchased. 
 Payment of the purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, by
certified or bank check or other instrument acceptable to the Administrator; (ii) through the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially
owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the Administrator; (iii) by the Optionee delivering to the Company a properly
executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company to pay the option purchase price, provided that in the event the Optionee chooses to
pay the option purchase price as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Administrator shall prescribe as a condition of such payment
procedure; (iv) by a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the
aggregate exercise price; or (v) a combination of (i), (ii), (iii) and (iv) above. Payment instruments will be received subject to collection. 

The transfer to the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the
Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and
(iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent
resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock
transferred to the Optionee upon the exercise of the Stock Option shall be net of the Shares attested to. 
 (b) The shares of Stock
purchased upon exercise of this Stock Option shall be transferred to the Optionee on the records of the Company or of the transfer agent upon compliance to the satisfaction of the Administrator with all requirements under applicable laws or
regulations in connection with such transfer and with the requirements hereof and of the Plan. The determination of the Administrator as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder
of, or to have any of the rights of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company or the transfer agent shall have
transferred the shares to the Optionee, and the Optionee’s name shall have been entered as the stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect
to such shares of Stock. 

  
 2 








 (c) The minimum number of shares with respect to which this Stock Option may be exercised at any
one time shall be 100 shares, unless the number of shares with respect to which this Stock Option is being exercised is the total number of shares subject to exercise under this Stock Option at the time. 

(d) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date
hereof. 
 3. Termination of Employment. If the Optionee’s employment by the Company or a Subsidiary (as defined in the Plan) is
terminated, the period within which to exercise the Stock Option may be subject to earlier termination as set forth below. 
 (a)
Termination Due to Death. If the Optionee’s employment terminates by reason of the Optionee’s death, any portion of this Stock Option outstanding on such date, to the extent exercisable on the date of death, may thereafter be
exercised by the Optionee’s legal representative or legatee for a period of 12 months from the date of death or until the Expiration Date, if earlier. Any portion of this Stock Option that is not exercisable on the date of death shall terminate
immediately and be of no further force or effect. 
 (b) Termination Due to Disability. If the Optionee’s employment terminates
by reason of the Optionee’s disability (as determined by the Administrator), any portion of this Stock Option outstanding on such date, to the extent exercisable on the date of such disability, may thereafter be exercised by the Optionee for a
period of 12 months from the date of disability or until the Expiration Date, if earlier. Any portion of this Stock Option that is not exercisable on the date of disability shall terminate immediately and be of no further force or effect. 

(c) Termination for Cause. If the Optionee’s employment terminates for Cause, any portion of this Stock Option outstanding on such
date shall terminate immediately and be of no further force and effect. For purposes hereof, “Cause” shall mean, unless otherwise provided in an employment agreement between the Company and the Optionee, a determination by the
Administrator that the Optionee shall be dismissed as a result of (i) any material breach by the Optionee of any agreement between the Optionee and the Company; (ii) the conviction of, indictment for or plea of nolo contendere by the
Optionee to a felony or a crime involving moral turpitude; or (iii) any material misconduct or willful and deliberate non-performance (other than by reason of disability) by the Optionee of the Optionee’s duties to the Company. 

(d) Other Termination. If the Optionee’s employment terminates for any reason other than the Optionee’s death, the
Optionee’s disability or Cause, and unless otherwise determined by the Administrator, any portion of this Stock Option outstanding on such date may be exercised, to the extent exercisable on the date of termination, for a period of three months
from the date of termination or until the Expiration Date, if earlier. Any portion of this Stock Option that is not exercisable on the date of termination shall terminate immediately and be of no further force or effect. 

  
 3 








 The Administrator’s determination of the reason for termination of the Optionee’s
employment shall be conclusive and binding on the Optionee and his or her representatives or legatees. 
 4. Incorporation of Plan.
Notwithstanding anything herein to the contrary, this Stock Option shall be subject to and governed by all the terms and conditions of the Plan, including the powers of the Administrator set forth in Section 2(b) of the Plan. Capitalized terms
in this Agreement shall have the meaning specified in the Plan, unless a different meaning is specified herein. 
 5.
Transferability. This Agreement is personal to the Optionee, is non-assignable and is not transferable in any manner, by operation of law or otherwise, other than by will or the laws of descent and distribution. This Stock Option is
exercisable, during the Optionee’s lifetime, only by the Optionee, and thereafter, only by the Optionee’s legal representative or legatee. 

6. Tax Withholding. The Optionee shall, not later than the date as of which the exercise of this Stock Option becomes a taxable event
for Federal income tax purposes, pay to the Company or make arrangements satisfactory to the Administrator for payment of any Federal, state, and local taxes required by law to be withheld on account of such taxable event. The Company shall have the
authority to cause the minimum required tax withholding obligation to be satisfied, in whole or in part, by withholding from shares of Stock to be issued to the Optionee a number of shares of Stock with an aggregate Fair Market Value that would
satisfy the minimum withholding amount due. 
 7. No Obligation to Continue Employment. Neither the Company nor any Subsidiary is
obligated by or as a result of the Plan or this Agreement to continue the Optionee in employment and neither the Plan nor this Agreement shall interfere in any way with the right of the Company or any Subsidiary to terminate the employment of the
Optionee at any time. 
 8. Integration. This Agreement constitutes the entire agreement between the parties with respect to this
Stock Option and supersedes all prior agreements and discussions between the parties concerning such subject matter. 
 9. Data Privacy
Consent. In order to administer the Plan and this Agreement and to implement or structure future equity grants, the Company, its subsidiaries and affiliates and certain agents thereof (together, the “Relevant Companies”) may process
any and all personal or professional data, including but not limited to Social Security or other identification number, home address and telephone number, date of birth and other information that is necessary or desirable for the administration of
the Plan and/or this Agreement (the “Relevant Information”). By entering into this Agreement, the Grantee (i) authorizes the Company to collect, process, register and transfer to the Relevant Companies all Relevant Information;
(ii) waives any privacy rights the Grantee may have with respect to the Relevant Information; (iii) authorizes the Relevant Companies to store and transmit such information in electronic form; and (iv) authorizes the transfer of the
Relevant Information to any jurisdiction in which the Relevant Companies consider appropriate. The Grantee shall have access to, and the right to change, the Relevant Information. Relevant Information will only be used in accordance with applicable
law. 

  
 4 








 10. Notices. Notices hereunder shall be mailed or delivered to the Company at its
principal place of business and shall be mailed or delivered to the Optionee at the address on file with the Company or, in either case, at such other address as one party may subsequently furnish to the other party in writing. 

 

			
	IMPRIVATA, INC.
		
	By:	 	  

		 	Title:


 The foregoing Agreement is hereby accepted and the terms and conditions thereof hereby agreed to by the undersigned.
Electronic acceptance of this Agreement pursuant to the Company’s instructions to the Grantee (including through an online acceptance process) is acceptable. 
  

							
	Dated:	 	  
	 		 	  

		 		 		 	Optionee’s Signature
				
		 		 		 	Optionee’s name and address:
				
		 		 		 	  

				
		 		 		 	  

				
		 		 		 	  



  
 5 








 RESTRICTED STOCK AWARD AGREEMENT 

UNDER THE IMPRIVATA, INC. 

2014 STOCK OPTION AND INCENTIVE PLAN 
  

							
	Name of Grantee:	  	                                    
                                         
         	 	
				
	No. of Shares:	  	                                      
            	 		 	
				
	Grant Date:	  	                                      
            	 		 	

 Pursuant to the Imprivata, Inc. 2014 Stock Option and Incentive Plan (the “Plan”) as amended through
the date hereof, Imprivata, Inc. (the “Company”) hereby grants a Restricted Stock Award (an “Award”) to the Grantee named above. Upon acceptance of this Award, the Grantee shall receive the number of shares of Common Stock, par
value $0.001 per share (the “Stock”) of the Company specified above, subject to the restrictions and conditions set forth herein and in the Plan. The Company acknowledges the receipt from the Grantee of consideration with respect to the
par value of the Stock in the form of cash, past or future services rendered to the Company by the Grantee or such other form of consideration as is acceptable to the Administrator. 

1. Award. The shares of Restricted Stock awarded hereunder shall be issued and held by the Company’s transfer agent in book entry
form, and the Grantee’s name shall be entered as the stockholder of record on the books of the Company. Thereupon, the Grantee shall have all the rights of a stockholder with respect to such shares, including voting and dividend rights,
subject, however, to the restrictions and conditions specified in Paragraph 2 below. The Grantee shall (i) sign and deliver to the Company a copy of this Award Agreement and (ii) deliver to the Company a stock power endorsed in blank.

 2. Restrictions and Conditions. 

(a) Any book entries for the shares of Restricted Stock granted herein shall bear an appropriate legend, as determined by the Administrator in
its sole discretion, to the effect that such shares are subject to restrictions as set forth herein and in the Plan. 
 (b) Shares of
Restricted Stock granted herein may not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of by the Grantee prior to vesting. 

(c) If the Grantee’s employment with the Company and its Subsidiaries is voluntarily or involuntarily terminated for any reason
(including death) prior to vesting of shares of Restricted Stock granted herein, all shares of Restricted Stock shall immediately and automatically be forfeited and returned to the Company. 

3. Vesting of Restricted Stock. The restrictions and conditions in Paragraph 2 of this Agreement shall lapse on the Vesting Date
or Dates specified in the following schedule so long as the Grantee remains an employee of the Company or a Subsidiary on such Dates. If a series of Vesting Dates is specified, then the restrictions and conditions in Paragraph 2 shall lapse
only with respect to the number of shares of Restricted Stock specified as vested on such date. 








			
	 Incremental Number of Shares Vested
	  	Vesting Date
		
	              (    %)
	  	                    
	              (    %)
	  	                    
	              (    %)
	  	                    
	              (    %)
	  	                    
	              (    %)
	  	                    

 Subsequent to such Vesting Date or Dates, the shares of Stock on which all restrictions and conditions have
lapsed shall no longer be deemed Restricted Stock. The Administrator may at any time accelerate the vesting schedule specified in this Paragraph 3. 

4. Dividends. Dividends on shares of Restricted Stock shall be paid currently to the Grantee. 

5. Incorporation of Plan. Notwithstanding anything herein to the contrary, this Award shall be subject to and governed by all the terms
and conditions of the Plan, including the powers of the Administrator set forth in Section 2(b) of the Plan. Capitalized terms in this Agreement shall have the meaning specified in the Plan, unless a different meaning is specified herein. 

6. Transferability. This Agreement is personal to the Grantee, is non-assignable and is not transferable in any manner, by operation of
law or otherwise, other than by will or the laws of descent and distribution. 
 7. Tax Withholding. The Grantee shall, not later
than the date as of which the receipt of this Award becomes a taxable event for Federal income tax purposes, pay to the Company or make arrangements satisfactory to the Administrator for payment of any Federal, state, and local taxes required by law
to be withheld on account of such taxable event. Except in the case where an election is made pursuant to Paragraph 8 below, the Company shall have the authority to cause the required minimum tax withholding obligation to be satisfied, in whole or
in part, by withholding from shares of Stock to be issued or released by the transfer agent a number of shares of Stock with an aggregate Fair Market Value that would satisfy the minimum withholding amount due. 

8. Election Under Section 83(b). The Grantee and the Company hereby agree that the Grantee may, within 30 days following the Grant
Date of this Award, file with the Internal Revenue Service and the Company an election under Section 83(b) of the Internal Revenue Code. In the event the Grantee makes such an election, he or she agrees to provide a copy of the election to the
Company. The Grantee acknowledges that he or she is responsible for obtaining the advice of his or her tax advisors with regard to the Section 83(b) election and that he or she is relying solely on such advisors and not on any statements or
representations of the Company or any of its agents with regard to such election. 

  
 2 








 9. No Obligation to Continue Employment. Neither the Company nor any Subsidiary is
obligated by or as a result of the Plan or this Agreement to continue the Grantee in employment and neither the Plan nor this Agreement shall interfere in any way with the right of the Company or any Subsidiary to terminate the employment of the
Grantee at any time. 
 10. Integration. This Agreement constitutes the entire agreement between the parties with respect to this
Award and supersedes all prior agreements and discussions between the parties concerning such subject matter. 
 11. Data Privacy
Consent. In order to administer the Plan and this Agreement and to implement or structure future equity grants, the Company, its subsidiaries and affiliates and certain agents thereof (together, the “Relevant Companies”) may process
any and all personal or professional data, including but not limited to Social Security or other identification number, home address and telephone number, date of birth and other information that is necessary or desirable for the administration of
the Plan and/or this Agreement (the “Relevant Information”). By entering into this Agreement, the Grantee (i) authorizes the Company to collect, process, register and transfer to the Relevant Companies all Relevant Information;
(ii) waives any privacy rights the Grantee may have with respect to the Relevant Information; (iii) authorizes the Relevant Companies to store and transmit such information in electronic form; and (iv) authorizes the transfer of the
Relevant Information to any jurisdiction in which the Relevant Companies consider appropriate. The Grantee shall have access to, and the right to change, the Relevant Information. Relevant Information will only be used in accordance with applicable
law. 

  
 3 








 12. Notices. Notices hereunder shall be mailed or delivered to the Company at its
principal place of business and shall be mailed or delivered to the Grantee at the address on file with the Company or, in either case, at such other address as one party may subsequently furnish to the other party in writing. 

 

			
	IMPRIVATA, INC.
		
	By:	 	  

		 	Title:


 The foregoing Agreement is hereby accepted and the terms and conditions thereof hereby agreed to by the undersigned.
Electronic acceptance of this Agreement pursuant to the Company’s instructions to the Grantee (including through an online acceptance process) is acceptable. 
  

							
	Dated:	 	  
	 		 	  

		 		 		 	Grantee’s Signature
				
		 		 		 	Grantee’s name and address:
				
		 		 		 	  

				
		 		 		 	  

				
		 		 		 	  



  
 4 








 RESTRICTED STOCK UNIT AWARD AGREEMENT 

FOR COMPANY EMPLOYEES 

UNDER THE IMPRIVATA, INC. 

2014 STOCK OPTION AND INCENTIVE PLAN 
  

							
	Name of Grantee:	  	                                    
                                         
         	  	
				
	 No. of Restricted Stock Units:
	  	                                      
            	  		  	
				
	 Grant Date:
	  	                                      
            	  		  	

 Pursuant to the Imprivata, Inc. 2014 Stock Option and Incentive Plan as amended through the date hereof (the
“Plan”), Imprivata, Inc. (the “Company”) hereby grants an award of the number of Restricted Stock Units listed above (an “Award”) to the Grantee named above. Each Restricted Stock Unit shall relate to one share of
Common Stock, par value $0.001 per share (the “Stock”) of the Company. 
 1. Restrictions on Transfer of Award. This Award
may not be sold, transferred, pledged, assigned or otherwise encumbered or disposed of by the Grantee, and any shares of Stock issuable with respect to the Award may not be sold, transferred, pledged, assigned or otherwise encumbered or disposed of
until (i) the Restricted Stock Units have vested as provided in Paragraph 2 of this Agreement and (ii) shares of Stock have been issued to the Grantee in accordance with the terms of the Plan and this Agreement. 

2. Vesting of Restricted Stock Units. The restrictions and conditions of Paragraph 1 of this Agreement shall lapse on the Vesting
Date or Dates specified in the following schedule so long as the Grantee remains an employee of the Company or a Subsidiary on such Dates. If a series of Vesting Dates is specified, then the restrictions and conditions in Paragraph 1 shall
lapse only with respect to the number of Restricted Stock Units specified as vested on such date. 
  

			
	 Incremental Number of Restricted Stock Units Vested
	  	Vesting Date
		
	             (    %)	  	                    
	             (    %)	  	                    
	             (    %)	  	                    
	             (    %)	  	                    

 The Administrator may at any time accelerate the vesting schedule specified in this Paragraph 2. 

3. Termination of Employment. If the Grantee’s employment with the Company and its Subsidiaries terminates for any reason
(including death or disability) prior to the satisfaction of the vesting conditions set forth in Paragraph 2 above, any Restricted Stock Units that have not vested as of such date shall automatically and without notice terminate and be forfeited,
and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in such unvested Restricted Stock Units. 







 4. Issuance of Shares of Stock. As soon as practicable following each Vesting Date (but in
no event later than two and one-half months after the end of the year in which the Vesting Date occurs), the Company shall issue to the Grantee the number of shares of Stock equal to the aggregate number of Restricted Stock Units that have vested
pursuant to Paragraph 2 of this Agreement on such date and the Grantee shall thereafter have all the rights of a stockholder of the Company with respect to such shares. 

5. Incorporation of Plan. Notwithstanding anything herein to the contrary, this Agreement shall be subject to and governed by all the
terms and conditions of the Plan, including the powers of the Administrator set forth in Section 2(b) of the Plan. Capitalized terms in this Agreement shall have the meaning specified in the Plan, unless a different meaning is specified herein.

 6. Tax Withholding. The Grantee shall, not later than the date as of which the receipt of this Award becomes a taxable event for
Federal income tax purposes, pay to the Company or make arrangements satisfactory to the Administrator for payment of any Federal, state, and local taxes required by law to be withheld on account of such taxable event. The Company shall have the
authority to cause the required minimum tax withholding obligation to be satisfied, in whole or in part, by withholding from shares of Stock to be issued to the Grantee a number of shares of Stock with an aggregate Fair Market Value that would
satisfy the withholding amount due. 
 7. Section 409A of the Code. This Agreement shall be interpreted in such a manner that
all provisions relating to the settlement of the Award are exempt from the requirements of Section 409A of the Code as “short-term deferrals” as described in Section 409A of the Code. 

8. No Obligation to Continue Employment. Neither the Company nor any Subsidiary is obligated by or as a result of the Plan or this
Agreement to continue the Grantee in employment and neither the Plan nor this Agreement shall interfere in any way with the right of the Company or any Subsidiary to terminate the employment of the Grantee at any time. 

9. Integration. This Agreement constitutes the entire agreement between the parties with respect to this Award and supersedes all prior
agreements and discussions between the parties concerning such subject matter. 
 10. Data Privacy Consent. In order to administer
the Plan and this Agreement and to implement or structure future equity grants, the Company, its subsidiaries and affiliates and certain agents thereof (together, the “Relevant Companies”) may process any and all personal or professional
data, including but not limited to Social Security or other identification number, home address and telephone number, date of birth and other information that is necessary or desirable for the administration of the Plan and/or this Agreement (the
“Relevant Information”). By entering into this Agreement, the Grantee (i) authorizes the Company to collect, process, register and transfer to the Relevant Companies all Relevant Information; (ii) waives any privacy rights the
Grantee may have with respect to the Relevant Information; (iii) authorizes the Relevant Companies to store and transmit such information in electronic form; and (iv)

  
 2 








 
authorizes the transfer of the Relevant Information to any jurisdiction in which the Relevant Companies consider appropriate. The Grantee shall have access to, and the right to change, the
Relevant Information. Relevant Information will only be used in accordance with applicable law. 
 11. Notices. Notices hereunder
shall be mailed or delivered to the Company at its principal place of business and shall be mailed or delivered to the Grantee at the address on file with the Company or, in either case, at such other address as one party may subsequently furnish to
the other party in writing. 
  

			
	IMPRIVATA, INC.
		
	By:	 	  

		 	Title:


 The foregoing Agreement is hereby accepted and the terms and conditions thereof hereby agreed to by the undersigned.
Electronic acceptance of this Agreement pursuant to the Company’s instructions to the Grantee (including through an online acceptance process) is acceptable. 
  

							
	Dated:	 	  
	 		 	  

		 		 		 	Grantee’s Signature
				
		 		 		 	Grantee’s name and address:
				
		 		 		 	  

				
		 		 		 	  

				
		 		 		 	  



  
 3 








 RESTRICTED STOCK UNIT AWARD AGREEMENT 

FOR NON-EMPLOYEE DIRECTORS 

UNDER THE IMPRIVATA, INC. 

2014 STOCK OPTION AND INCENTIVE PLAN 
  

							
	Name of Grantee:	  	                                    
                                         
         	 	
				
	No. of Restricted Stock Units:	  	                                      
            	 		 	
				
	Grant Date:	  	                                      
            	 		 	

 Pursuant to the Imprivata, Inc. 2014 Stock Option and Incentive Plan as amended through the date hereof (the
“Plan”), Imprivata, Inc. (the “Company”) hereby grants an award of the number of Restricted Stock Units listed above (an “Award”) to the Grantee named above. Each Restricted Stock Unit shall relate to one share of
Common Stock, par value $0.001 per share (the “Stock”) of the Company. 
 1. Restrictions on Transfer of Award. This Award
may not be sold, transferred, pledged, assigned or otherwise encumbered or disposed of by the Grantee, and any shares of Stock issuable with respect to the Award may not be sold, transferred, pledged, assigned or otherwise encumbered or disposed of
until (i) the Restricted Stock Units have vested as provided in Paragraph 2 of this Agreement and (ii) shares of Stock have been issued to the Grantee in accordance with the terms of the Plan and this Agreement. 

2. Vesting of Restricted Stock Units. The restrictions and conditions of Paragraph 1 of this Agreement shall lapse on the Vesting
Date or Dates specified in the following schedule so long as the Grantee remains in service as a member of the Board on such Dates. If a series of Vesting Dates is specified, then the restrictions and conditions in Paragraph 1 shall lapse only
with respect to the number of Restricted Stock Units specified as vested on such date. 
  

			
	 Incremental Number of Restricted Stock Units Vested
	  	Vesting Date
		
	              (    %)
	  	                    
	              (    %)
	  	                    
	              (    %)
	  	                    
	              (    %)
	  	                    

 The Administrator may at any time accelerate the vesting schedule specified in this Paragraph 2. 

3. Termination of Service. If the Grantee’s service with the Company and its Subsidiaries terminates for any reason (including
death or disability) prior to the satisfaction of the vesting conditions set forth in Paragraph 2 above, any Restricted Stock Units that have not vested as of such date shall automatically and without notice terminate and be forfeited, and neither
the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in such unvested Restricted Stock Units. 







 4. Issuance of Shares of Stock. As soon as practicable following each Vesting Date (but in
no event later than two and one-half months after the end of the year in which the Vesting Date occurs), the Company shall issue to the Grantee the number of shares of Stock equal to the aggregate number of Restricted Stock Units that have vested
pursuant to Paragraph 2 of this Agreement on such date and the Grantee shall thereafter have all the rights of a stockholder of the Company with respect to such shares. 

5. Incorporation of Plan. Notwithstanding anything herein to the contrary, this Agreement shall be subject to and governed by all the
terms and conditions of the Plan, including the powers of the Administrator set forth in Section 2(b) of the Plan. Capitalized terms in this Agreement shall have the meaning specified in the Plan, unless a different meaning is specified herein.

 6. Section 409A of the Code. This Agreement shall be interpreted in such a manner that all provisions relating to the
settlement of the Award are exempt from the requirements of Section 409A of the Code as “short-term deferrals” as described in Section 409A of the Code. 

7. No Obligation to Continue as a Director. Neither the Plan nor this Award confers upon the Grantee any rights with respect to
continuance as a Director. 
 8. Integration. This Agreement constitutes the entire agreement between the parties with respect to
this Award and supersedes all prior agreements and discussions between the parties concerning such subject matter. 
 9. Data Privacy
Consent. In order to administer the Plan and this Agreement and to implement or structure future equity grants, the Company, its subsidiaries and affiliates and certain agents thereof (together, the “Relevant Companies”) may process
any and all personal or professional data, including but not limited to Social Security or other identification number, home address and telephone number, date of birth and other information that is necessary or desirable for the administration of
the Plan and/or this Agreement (the “Relevant Information”). By entering into this Agreement, the Grantee (i) authorizes the Company to collect, process, register and transfer to the Relevant Companies all Relevant Information;
(ii) waives any privacy rights the Grantee may have with respect to the Relevant Information; (iii) authorizes the Relevant Companies to store and transmit such information in electronic form; and (iv) authorizes the transfer of the
Relevant Information to any jurisdiction in which the Relevant Companies consider appropriate. The Grantee shall have access to, and the right to change, the Relevant Information. Relevant Information will only be used in accordance with applicable
law. 

  
 2 








 10. Notices. Notices hereunder shall be mailed or delivered to the Company at its
principal place of business and shall be mailed or delivered to the Grantee at the address on file with the Company or, in either case, at such other address as one party may subsequently furnish to the other party in writing. 

 

			
	IMPRIVATA, INC.
		
	By:	 	  

		 	Title:


 The foregoing Agreement is hereby accepted and the terms and conditions thereof hereby agreed to by the undersigned.
Electronic acceptance of this Agreement pursuant to the Company’s instructions to the Grantee (including through an online acceptance process) is acceptable. 
  

							
	Dated:	 	  
	 		 	  

		 		 		 	Grantee’s Signature
				
		 		 		 	Grantee’s name and address:
				
		 		 		 	  

				
		 		 		 	  

				
		 		 		 	  



  
 3 








 NON-QUALIFIED STOCK OPTION AGREEMENT 

UNDER THE IMPRIVATA, INC. 

2014 STOCK OPTION AND INCENTIVE PLAN 

FOR NON-U.S. OPTIONEES 
  

							
	Name of Optionee:	  	                                    
                                         
         	  	
				
	No. of Option Shares:	  	                                      
            	  		  	
				
	Option Exercise Price per Share:	  	$                                      
          	  		  	
		  	[FMV on Grant Date]	  		  	
				
	Grant Date:	  	                                      
            	  		  	
				
	Expiration Date:	  	                                      
            	  		  	

 Pursuant to the Imprivata, Inc. 2014 Stock Option and Incentive Plan as amended through the date hereof (the
“Plan”), Imprivata, Inc. (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of
Common Stock, par value $0.001 per share (the “Stock”) of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth in this Non-Qualified Stock Option Agreement for
Non-U.S. Optionees, including any special terms and conditions for the Optionee’s country set forth in the appendix attached hereto (the “Appendix” and, together, the “Agreement”), and in the Plan. This Stock Option is not
intended to be an “incentive stock option” under Section 422 of the U.S. Internal Revenue Code of 1986, as amended. 
 1.
Exercisability Schedule. No portion of this Stock Option may be exercised until such portion shall have become exercisable. Except as set forth below, and subject to the discretion of the Administrator (as defined in Section 2 of the
Plan) to accelerate the exercisability schedule hereunder, this Stock Option shall be exercisable with respect to the following number of Option Shares on the dates indicated so long as the Optionee remains an employee of the Company or a Subsidiary
on such dates (as further described in Section 3(e) below: 
  

			
	 Incremental Number of Option Shares Exercisable
	  	Exercisability Date
		
	              (    %)
	  	                    
	              (    %)
	  	                    
	              (    %)
	  	                    
	              (    %)
	  	                    
	              (    %)
	  	                    








 Once exercisable, this Stock Option shall continue to be exercisable at any time or times prior
to the close of business on the Expiration Date, subject to the provisions of this Agreement and of the Plan. 
 2. Manner of
Exercise. 
 (a) The Optionee may exercise this Stock Option only in the following manner: from time to time on or prior to the
Expiration Date of this Stock Option, the Optionee may give written notice to the Administrator of his or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify the number of
Option Shares to be purchased. 
 Payment of the purchase price for the Option Shares may be made by one or more of the following methods:
(i) in cash, by certified or bank check or other instrument acceptable to the Administrator; (ii) subject to prior approval by the Administrator, through the delivery (or attestation to the ownership) of shares of Stock that have been
purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the Administrator;
(iii) by the Optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company to pay the option
purchase price, provided that in the event the Optionee chooses to pay the option purchase price as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the
Administrator shall prescribe as a condition of such payment procedure; (iv) subject to prior approval by the Administrator, by a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Stock
issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price; or (v) a combination of (i), (ii), (iii) and (iv) above. Payment instruments will be received
subject to collection. 
 The transfer to the Optionee on the records of the Company or of the transfer agent of the Option Shares will be
contingent upon (i) the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained in this Agreement or in the Plan or in any
other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of this
Stock Option under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the
attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of this Stock Option shall be net of the Shares attested to. 

(b) The shares of Stock purchased upon exercise of this Stock Option shall be transferred to the Optionee on the records of the Company or of
the transfer agent upon compliance to the satisfaction of the Administrator with all requirements under applicable laws or regulations in connection with such transfer and with the requirements of this Agreement and of the Plan. The determination of
the Administrator as to such compliance shall be final and 







 
binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Stock subject to this Stock Option unless
and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company or the transfer agent shall have transferred the shares to the Optionee, and the Optionee’s name shall have been entered as the stockholder of
record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares of Stock. 

(c) The Optionee understands that the Company is under no obligation to register or qualify shares of Stock subject to this Stock Option with
the U.S. Securities and Exchange Commission or any state or foreign securities commission or to seek approval or clearance from any governmental authority for the issuance or sale of shares of Stock subject to this Stock Option. Further, the
Optionee agrees that the Company shall have unilateral authority to amend the Plan and this Agreement without the Optionee’s consent to the extent necessary to comply with securities or other laws applicable to issuance of shares of Stock
subject to this Stock Option. 
 (d) The minimum number of shares with respect to which this Stock Option may be exercised at any one time
shall be 100 shares, unless the number of shares with respect to which this Stock Option is being exercised is the total number of shares subject to exercise under this Stock Option at the time. 

(e) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date
hereof. 
 3. Termination of Employment. If the Optionee’s employment by the Company or a Subsidiary (as defined in the Plan) is
terminated, the period within which to exercise this Stock Option may be subject to earlier termination as set forth below. 
 (a)
Termination Due to Death. If the Optionee’s employment terminates by reason of the Optionee’s death, any portion of this Stock Option outstanding on such date, to the extent exercisable on the date of death, may thereafter be
exercised by the Optionee’s legal representative or legatee for a period of 12 months from the date of death or until the Expiration Date, if earlier. Any portion of this Stock Option that is not exercisable on the date of death shall terminate
immediately and be of no further force or effect. 
 (b) Termination Due to Disability. If the Optionee’s employment terminates
by reason of the Optionee’s disability (as determined by the Administrator), any portion of this Stock Option outstanding on such date, to the extent exercisable on the date of such disability, may thereafter be exercised by the Optionee for a
period of 12 months from the date of disability or until the Expiration Date, if earlier. Any portion of this Stock Option that is not exercisable on the date of disability shall terminate immediately and be of no further force or effect. 

(c) Termination for Cause. If the Optionee’s employment terminates for Cause, any portion of this Stock Option outstanding on such
date shall terminate immediately and be of no further force and effect. For purposes hereof, “Cause” shall mean a determination by the Administrator that the Optionee has been or shall be dismissed as a result of (i) any








 
material breach by the Optionee of any agreement between the Optionee and the Company or any Subsidiary; (ii) the conviction of, indictment for or plea of nolo contendere by the Optionee to
a felony or a crime involving moral turpitude; or (iii) any material misconduct or willful and deliberate non-performance (other than by reason of disability) by the Optionee of the Optionee’s duties to the Company or any Subsidiary. 

(d) Other Termination. If the Optionee’s employment terminates for any reason other than the Optionee’s death, the
Optionee’s disability or Cause, and unless otherwise determined by the Administrator, any portion of this Stock Option outstanding on such date may be exercised, to the extent exercisable on the date of termination, for a period of three months
from the date of termination or until the Expiration Date, if earlier. Any portion of this Stock Option that is not exercisable on the date of termination shall terminate immediately and be of no further force or effect. 

The Administrator’s determination of the reason for termination of the Optionee’s employment shall be conclusive and binding on the
Optionee and his or her representatives or legatees. 
 (e) For purposes of this Stock Option, the Optionee’s employment relationship
will be considered terminated as of the date the Optionee is no longer actively providing services to the Company or one of its Subsidiaries (regardless of the reason for such termination and whether or not later found to be invalid or in breach of
employment laws in the jurisdiction where the Optionee is employed or the terms of the Optionee’s employment agreement, if any). The Optionee’s right to vest in this Stock Option under the Plan, if any, will terminate as of such date and
will not be extended by any notice period (e.g., the Optionee’s period of service would not include any contractual notice period or any period of “garden leave” or similar period provided for under employment laws in the jurisdiction
where the Optionee is rendering services or the terms of the Optionee’s employment agreement, if any), and the period (if any) during which the Optionee may exercise this Stock Option after termination of the Optionee’s employment
relationship will commence on such date and will not be extended by any notice period provided for under employment laws in the jurisdiction where the Optionee is rendering services or the terms of the Optionee’s employment agreement, if any.
The Administrator shall have the exclusive discretion to determine when the Optionee is no longer actively providing services for purposes of this Stock Option (including whether the Optionee may still be considered to be providing services while on
a leave of absence). 
 4. Incorporation of Plan. Notwithstanding anything herein to the contrary, this Stock Option shall be subject
to and governed by all the terms and conditions of the Plan, including the powers of the Administrator set forth in Section 2(b) of the Plan. Capitalized terms in this Agreement shall have the meaning specified in the Plan, unless a different
meaning is specified herein. 
 5. Transferability. This Agreement is personal to the Optionee, is non-assignable and is not
transferable in any manner, by operation of law or otherwise, other than by will or the laws of descent and distribution. This Stock Option is exercisable, during the Optionee’s lifetime, only by the Optionee, and thereafter, only by the
Optionee’s legal representative or legatee. 







 6. Responsibility for Taxes. The Optionee acknowledge that, regardless of any action taken
by the Company or, if different, the Optionee’s employer (“Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other
tax-related items related to the Optionee’s participation in the Plan and legally applicable to the Optionee (“Tax-Related Items”) is and remains the Optionee’s responsibility and may
exceed the amount actually withheld by the Company or the Employer. The Optionee further acknowledges that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in
connection with any aspect of this Stock Option, including, but not limited to, the grant, vesting or exercise of this Stock Option, the subsequent sale of Option Shares acquired pursuant to such exercise and the receipt of any dividends, and
(ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of this Stock Option to reduce or eliminate the Optionee’s liability for Tax-Related Items or achieve any particular tax result. Further,
if the Optionee is subject to Tax-Related Items in more than one jurisdiction, the Optionee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more
than one jurisdiction. 
 Prior to the relevant taxable or tax withholding event, as applicable, the Optionee agrees to make adequate arrangements
satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Optionee authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their withholding obligations with
regard to all Tax-Related Items by one or a combination of the following: 
 (a) withholding from the Optionee’s wages or other cash
compensation paid to the Optionee by the Company and/or the Employer; 
 (b) withholding from proceeds of the sale of Option Shares acquired
upon exercise of this Stock Option either through a voluntary sale or through a mandatory sale arranged by the Company (on the Optionee’s behalf pursuant to this authorization without further consent); 

(c) withholding share of Stock to be issued upon exercise of this Stock Option; or 

(d) any other method determined by the Company to be in compliance with applicable law. 

Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory
withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Optionee will receive a refund of any over-withheld amount in cash and will have no entitlement to the Stock equivalent. If the obligation
for Tax-Related Items is satisfied by withholding shares of Stock, for tax purposes, the Optionee is deemed to have been issued the full number of shares of Stock subject to the vested Stock, notwithstanding that a number of the shares of Stock are
held back solely for the purpose of paying the Tax-Related Items. 







 Finally, the Optionee agrees to pay to the Company or the Employer any amount of Tax-Related
Items that the Company or the Employer may be required to withhold or account for as a result of the Optionee’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the
shares of Stock or the proceeds of the sale of the shares of Stock if the Optionee fails to comply with his or her obligations in connection with the Tax-Related Items. 

7. No Obligation to Continue Employment. Neither the Company nor any Subsidiary is obligated by or as a result of the Plan or this
Agreement to continue the Optionee in employment and neither the Plan nor this Agreement shall interfere in any way with the right of the Company or any Subsidiary to terminate the employment of the Optionee at any time. 

8. Nature of Grant. In accepting this Stock Option, the Optionee acknowledges, understands and agrees that: 

(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated
by the Company at any time, to the extend permitted by the Plan; 
 (b) the grant of this Stock Option is voluntary and occasional, and does
not create any contractual or other right to receive future grants of stock options, or benefits in lieu of stock options, even if stock options have been granted in the past; 

(c) all decisions with respect to future stock options or other grants, if any, will be at the sole discretion of the Company; 

(d) the Optionee is voluntarily participating in the Plan; 

(e) this Stock Option and any Option Shares acquired under the Plan, and the income and value of same, are not intended to replace any pension
rights or compensation; 
 (f) this Stock Option and any Option Shares acquired under the Plan, and the income and value of same, are not
part of normal or expected compensation for any purpose, including, without limitation, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement benefits
or payments or welfare benefits or similar payments; 
 (g) to the extent the Optionee is not employed by the Company, the grant of this
Stock Option shall not be deemed an employment or other service relationship with the Company; 
 (h) the future value of the Option Shares
underlying this Stock Option is unknown, indeterminable, and cannot be predicted with certainty; 
 (i) if the underlying Option Shares do
not increase in value, this Stock Option will have no value; 







 (j) if the Optionee exercises this Stock Option and acquires Option Shares, the value of such
Option Shares may increase or decrease, even below the option purchase price; 
 (k) no claim or entitlement to compensation or damages
shall arise from forfeiture of this Stock Option resulting from the termination of the Optionee’s employment relationship (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction
where the Optionee is employed or the terms of the Optionee’s employment agreement, if any), and in consideration of the grant of this Stock Option to which the Optionee is otherwise not entitled, the Optionee irrevocably agrees never to
institute any claim against the Employer, the Company or any other Subsidiary, waives his or her ability, if any, to bring any such claim, and releases the Employer, the Company and any other Subsidiary from any such claim; if, notwithstanding the
foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Optionee shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to
request dismissal or withdrawal of such claim; 
 (l) unless otherwise provided in the Plan or by the Company in its discretion, this Stock
Option and the benefits evidenced by this Agreement do not create any entitlement to have this Stock Option or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with
any corporate transaction affecting the Stock; and 
 (m) neither the Employer, the Company nor any other Subsidiary shall be liable for any
foreign exchange rate fluctuation between the Optionee’s local currency and the United States Dollar that may affect the value of this Stock Option or of any amounts due to the Optionee pursuant to the exercise of this Stock Option or the
subsequent sale of any Option Shares acquired upon exercise. 
 9. Integration. This Agreement constitutes the entire agreement
between the parties with respect to this Stock Option and supersedes all prior agreements and discussions between the parties concerning such subject matter. 

10. Data Privacy Consent. The Optionee hereby explicitly and unambiguously consents to the collection, use and
transfer, in electronic or other form, of the Optionee’s personal data as described in this Agreement and any other grant materials by and among, as applicable, the Company, the Employer and any other Subsidiary (together, the “Relevant
Companies”) for the exclusive purpose of implementing, administering and managing the Optionee’s participation in the Plan. 

The Optionee understands that the Relevant Companies may hold certain personal information about the Optionee, including, but not
limited to, the Optionee’s name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company, details of all
stock options or any other entitlement to Stock awarded, canceled, exercised, vested, unvested or outstanding in the Optionee’s favor (the “Relevant Information”), for the exclusive purpose of implementing, administering and managing
the Plan. 







 The Optionee understands that the Relevant Information may be transferred to a third party
stock plan service provider, which may assist the Company (presently or in the future) with the implementation, administration and management of the Plan. The Optionee understands that the recipients of the Relevant Information may be located in the
United States or elsewhere, and that the recipient’s country (e.g., the United States) may have different data privacy laws and protections than the Optionee’s country. The Optionee understands that he or she may
request a list with the names and addresses of any potential recipients of the Relevant Information by contacting his or her local human resources representative. The Optionee authorizes the Relevant Companies, and any other possible recipients
which may assist the Relevant Companies (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Relevant Information, in electronic or other form, for the sole purposes of
implementing, administering and managing the Optionee’s participation in the Plan. The Optionee understands that the Relevant Information will be held only as long as is necessary to implement, administer and manage the Optionee’s
participation in the Plan. The Optionee understands that he or she may, at any time, view the Relevant Information, request additional information about the storage and processing of the Relevant Information, require any necessary amendments to the
Relevant Information or refuse or withdraw the consents herein, in any case without cost, by contacting in writing his or her local human resources representative. Further, the Optionee understands that he or she is providing the consents herein on
a purely voluntary basis. If the Optionee do not consent, or if the Optionee later seeks to revoke his or her consent, his or her employment status or service and career with the Employer will not be adversely affected; the only adverse consequence
of refusing or withdrawing the Optionee’s consent is that the Company would not be able to grant this Stock Option or other equity awards to the Optionee or administer or maintain such awards. Therefore, the Optionee understands that refusing
or withdrawing his or her consent may affect the Optionee’s ability to participate in the Plan. For more information on the consequences of the Optionee’s refusal to consent or withdrawal of consent, the Optionee understands that he or she
may contact his or her local human resources representative. 
 11. Insider Trading Restrictions/Market Abuse Laws. The
Optionee acknowledges that, depending on his or her country, the Optionee may be subject to insider trading restrictions and/or market abuse laws, which may affect his or her ability to acquire or sell Option Shares or rights to Stock under the Plan
during such times as the Optionee is considered to have “inside information” regarding the Company (as defined by the laws in his or her country). Any restrictions under these laws or regulations are separate from and in addition to any
restrictions that may be imposed under any applicable Company insider trading policy. The Optionee acknowledges that it is his or her responsibility to comply with any applicable restrictions, and the Optionee is advised to speak to his or her
personal advisor on this matter. 







 12. No Advice Regarding Grant. The Company is not providing any tax, legal or financial
advice, nor is the Company making any recommendations regarding the Optionee’s participation in the Plan, or the Optionee’s acquisition or sale of Option Shares. The Optionee is hereby advised to consult with his or her own personal tax,
legal and financial advisors regarding his or her participation in the Plan before taking any action related to the Plan. 
 13.
Governing Law and Venue. This Agreement will be governed by, and construed in accordance with, the laws of the State of Delaware, applied without regard to conflict of law principles. For purposes of any action, lawsuit or other proceedings
brought to enforce this Agreement, relating to it, or arising from it, the parties hereby submit to and consent to the sole and exclusive jurisdiction of the courts of Middlesex County, Massachusetts, or the federal courts for the United States for
the District of Massachusetts, and no other courts, where this grant is made and/or to be performed. 
 14. Electronic Delivery and
Acceptance. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. The Optionee hereby consents to receive such documents by electronic delivery and
agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company. 

15. Language. If the Optionee has received this Agreement, or any other document related to this Stock Option and/or the Plan
translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control. 

16. Severability. The provisions of this Agreement are severable and if any one or more provisions are determined to be illegal or
otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable. 
 17.
Appendix. Notwithstanding any provisions in this Non-Qualified Stock Option Agreement for Non-U.S. Optionees, this Stock Option grant shall be subject to any special terms and conditions set forth in any Appendix to this Non-Qualified Stock
Option Agreement for Non-U.S. Optionees for the Optionee’s country. Moreover, if the Optionee relocates to one of the countries included in the Appendix, the special terms and conditions for such country will apply to the Optionee, to the
extent the Administrator determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons. The Appendix constitutes part of this Non-Qualified Stock Option Agreement for Non-U.S. Optionees.

 18. Imposition of Other Requirements. The Company reserves the right to impose other requirements on the Optionee’s
participation in the Plan, on this Stock Option and on any Option Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require the Optionee to sign any
additional agreements or undertakings that may be necessary to accomplish the foregoing. 
 19. Waiver. The Optionee acknowledges
that a waiver by the Company of breach of any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by the Optionee or any other optionees. 







 20. Notices. Notices hereunder shall be mailed or delivered to the Company at its
principal place of business and shall be mailed or delivered to the Optionee at the address on file with the Company or, in either case, at such other address as one party may subsequently furnish to the other party in writing. 

 

			
	IMPRIVATA, INC.
		
	By:	 	  

		 	Title:


 The Agreement is hereby accepted and the terms and conditions thereof hereby agreed to by the undersigned. Electronic
acceptance of this Agreement pursuant to the Company’s instructions to the Optionee (including through an online acceptance process) is acceptable. 
  

							
	Dated:	 	  
	 		 	  

		 		 		 	Optionee’s Signature
				
		 		 		 	Optionee’s name and address:
				
		 		 		 	  

				
		 		 		 	  

				
		 		 		 	  









 APPENDIX 

TO 
 NON-QUALIFIED STOCK
OPTION AGREEMENT 
 FOR NON-U.S. OPTIONEES 

Capitalized terms, unless explicitly defined in this Appendix, shall have the meanings given to them in the Non-Qualified Stock Option Agreement for Non-U.S.
Optionees or in the Plan. 
 Terms and Conditions 

This Appendix includes special terms and conditions that govern this Stock Option if the Optionee resides and/or works in one of the countries listed below. If
the Optionee is a citizen or resident (or is considered as such for local law purposes) of a country other than the country in which the Optionee is currently residing and/or working, or if the Optionee transfers to another country after the grant
of this Stock Option, the Administrator shall, in its discretion, determine to what extent the special terms and conditions contained herein shall be applicable to the Optionee. 

Notifications 
 This Appendix also includes
information regarding securities, exchange control, tax and certain other issues of which the Optionee should be aware with respect to his or her participation in the Plan. The information is based on the securities, exchange control, tax and other
laws in effect in the respective countries as of April 2014. Such laws are often complex and change frequently. As a result, the Company strongly recommends that the Optionee not rely on the information contained herein as the only source of
information relating to the consequences of the Optionee’s participation in the Plan because the information may be out of date at the time the Optionee exercises this Stock Option or at the time the Optionee sells any Option Shares acquired
under the Plan. In addition, the information is general in nature and may not apply to the Optionee’s particular situation, and the Company is not in a position to assure the Optionee of any particular result. Therefore, the Optionee is advised
to seek appropriate professional advice as to how the relevant laws in his or her country may apply to the Optionee’s individual situation. 
 If the
Optionee is a citizen or resident (or is considered as such for local law purposes) of a country other than the country in which he or she is currently residing and/or working, or if the Optionee transfers to another country after the grant of this
Stock Option, the information contained herein may not be applicable to the Optionee in the same manner. 







 CANADA 

Terms and Conditions 
 Method of Payment. The
following provision supplements Section 2(a) of the Non-Qualified Stock Option Agreement for Non-U.S. Optionees: 
 The Optionee is prohibited from
delivering (or attesting to the ownership of) shares of Stock that the Optionee already owns or from using a “net exercise” arrangement to pay the option purchase price or any Tax-Related Items in connection with the exercise of this Stock
Option. The Administrator reserves the right to permit these methods of payment depending upon the development of local law. 
 Termination of
Service. The following provision replaces Section 3(e) of the Non-Qualified Stock Option Agreement for Non-U.S. Optionees: 
 In the event of
termination of the Optionee’s employment relationship (regardless of the reason for such termination and whether or not later found to be invalid or in breach of the employment laws in the jurisdiction where the Optionee is employed or
providing services or the terms of the Optionee’s employment agreement, if any), the Optionee’s right to vest in this Stock Option under the Plan will terminate effective as of the date that is the earlier of (i) the date the
Optionee’s employment with the Employer is terminated, (ii) the date the Optionee receives notice of termination from the Employer, or (iii) the date the Optionee is no longer actively providing services, regardless of any notice
period or period of pay in lieu of such notice required under the employment laws in the jurisdiction where the Optionee is employed or providing services or the terms of the Optionee’s employment agreement, if any, the Administrator has the
exclusive discretion to determine when the Optionee is no longer actively providing services for purposes of this Stock Option (including whether the Optionee may still be considered to be providing services while on a leave of absence). 

The following provisions will apply if the Optionee is a resident of Quebec: 

French Language Provision. The parties acknowledge that it is their express wish that the Agreement, as well as all documents, notices and legal
proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English. 
 Les parties
reconnaissent avoir exigé la rédaction en anglais de la Convention, ainsi que de tous documents, avis et procédures judiciaires, exécutés, donnés ou intentés en vertu de, ou liés directement ou
indirectement à, la présente convention. 
 Data Privacy Consent. The following provision supplements Section 10 of the
Non-Qualified Stock Option Agreement for Non U.S. Optionees: 
 The Optionee hereby authorizes the Relevant Companies and their representatives to
discuss with and obtain all Relevant Information from all personnel involved in the administration and operation of the Plan. The Optionee further authorizes the Relevant Companies and the Administrator to disclose and discuss the Plan with their
advisors. The Optionee further authorizes the Relevant Companies to record such information and to keep such information in his or her employee file. 







 Notifications 

Securities Law Information. The Optionee will not be permitted to sell or otherwise dispose of Option Shares acquired under the Plan within Canada. The
Optionee will only be permitted to sell or dispose of any Option Shares if such sale or disposal takes place outside of Canada on the facilities on which the Stock is traded. 

Foreign Asset/Account Reporting Information. If the total value of the Optionee’s foreign property (including cash held outside of Canada and
Option Shares) exceeds C$100,000 at any time during the year, the Optionee must report all of his or her foreign property on Form T1135 (Foreign Income Verification Statement) by April 30 of the following year. Foreign property may also include
the Optionee’s vested and unvested Stock Option. The Optionee should consult with his or her personal tax advisor to determine any reporting requirements. 

DENMARK 
 Terms and Conditions 

Danish Stock Option Act. The Optionee acknowledges that he or she has received the Employer Statement in Danish which sets forth additional terms of
this Stock Option to the extent that the Danish Stock Options Act applies. To the extent more favorable to the Optionee and required to comply with the Danish Stock Option Act, the terms set forth in the Employer Statement will apply to the
Optionee’s participation in the Plan. 
 Notifications 

Exchange Control Information. If the Optionee establishes an account holding shares of Stock or cash outside of Denmark, the Optionee must report the
account to the Danish Tax Administration. The form which should be used in this respect can be obtained from a local bank. (Please note that these obligations are separate from and in addition to the obligations described below.) 

Securities/Tax Reporting Information. If the Optionee holds shares of Stock acquired under the Plan in a brokerage account with a broker or bank
outside Denmark, the Optionee is required to inform the Danish Tax Administration about the account. For this purpose, the Optionee must file a declaration of securities deposited abroad using Declaration V (Erklaering V) with the Danish Tax
Administration. The Declaration V must be signed both by the Optionee and by the applicable broker or bank where the account is held. By signing the Declaration V, the broker or bank undertakes to forward information to the Danish Tax Administration
concerning the shares of Stock in the account without further request each year. By signing the Declaration V, the Optionee authorizes the Danish Tax Administration to examine the account. A sample of the Declaration V can be found at the following
website: www.skat.dk. 
 However, if the broker or bank with which the shares of Stock are deposited will not agree to sign the Declaration V (as
will likely be the case), the Optionee may apply for an exemption 







 
from this requirement by completing Section 6 of the Declaration V form (“Possible exemption from requirement to give promise”). If the application is accepted, the Optionee will
be personally responsible for submitting the required information described in the Declaration V form as an attachment to his or her annual tax return. 

In addition, if the Optionee opens a brokerage account (or a deposit account with a U.S. bank) for the purpose of holding cash outside Denmark, the Optionee
is also required to inform the Danish Tax Administration about this account (even if the account was already reported on Declaration V). To do so, the Optionee must also file a declaration of commercial accounts held with foreign banks using
Declaration K (Erklaering K) with the Danish Tax Administration. A sample of Declaration K can be found at the following website: www.skat.dk. 

GERMANY 
 Notifications 

Exchange Control Information. Cross-border payments in excess of €12,500 must be reported monthly to the German Federal Bank. If the
Optionee makes or receives a cross-border payment in excess of €12,500 in connection with the exercise of this Stock Option, the sale of Option Shares acquired under the Plan or the receipt of dividends paid on such Option Shares, the report
must be made by the fifth day of the month following the month in which the payment was received. Effective from September 2013, the report must be filed electronically. The form of report can be accessed via the German Federal Bank’s website
at www.bundesbank.de and is available in both German and English. 
 NETHERLANDS 

Notifications 
  
 



 
 UNITED KINGDOM 

Terms and Conditions 
 Tax-Related Items. The
following provision supplements Section 6 of the Non-Qualified Stock Option Agreement for Non-U.S. Optionees: 
 If payment or withholding of the
income tax liability is not made within 90 days of the event giving rise to the income tax liability or such other period specified in Section 222(1)(c) of the United Kingdom Income Tax (Earnings and Pensions) Act 2003 (the “Due
Date”), the amount of any uncollected income tax will constitute a loan owed by the Optionee to the Employer, effective on the Due Date. The Optionee agrees that the loan will bear interest at the then-current Official Rate of Her
Majesty’s Revenue and Customs (“HMRC”), it will be immediately 







 
due and repayable, and the Company or, if different, the Employer may recover it at any time thereafter by any of the means referred to in Section 6 of the Agreement. Notwithstanding the
foregoing, if the Optionee is a director or executive officer of the Company (within the meaning of Section 13(k) of the U.S. Securities Act of 1933, as amended), the Optionee will not be eligible for such a loan to cover the income tax due. In
the event that the Optionee is a director or executive officer and the income tax is not collected from or paid by the Optionee by the Due Date, the amount of any uncollected income tax may constitute a benefit to the Optionee on which additional
income tax and NICs may be payable. The Optionee will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing the Company or the Employer, as
applicable, for the amount of any employee NICs due on this additional benefit which may be recovered from the Optionee by the Company or the Employer, as applicable, at any time thereafter by any of the means referred to in Section 6 of the
Agreement. 
 If the Optionee fails to comply with his or her obligations in connection with the income tax as described in this section, the Company may
refuse to deliver Option Shares subject to this Stock Option. 
 Joint Election for Transfer of Liability for Employer National Insurance
Contributions. This Stock Option is conditional upon the Optionee’s agreement to accept liability for any secondary Class 1 national insurance contributions (“NICs”) which may be payable by the Employer in connection with any
event giving rise to tax liability in relation to this Stock Option (“Employer NICs”). The Employer NICs may be collected by the Company or the Employer using any of the methods described in Section 6 of the Agreement. Without
prejudice to the foregoing, the Optionee agrees to execute a joint election with the Company or the Employer (a “Joint Election”), the form of such Joint Election being formally approved by HMRC, and any other consent or elections required
to accomplish the transfer of the Employer NICs to the Optionee. The Optionee further agrees to execute such other elections as may be required by any successor to the Company and/or the Employer for the purpose of continuing the effectiveness of
the Optionee’s Joint Election. If the Optionee does not complete the Joint Election prior to exercise of this Stock Option, or if approval of the Joint Election is withdrawn by HMRC and a new Joint Election is not entered into, this Stock
Option shall become null and void and may not be exercised, without any liability to the Company, the Employer or any other Subsidiary. The Optionee must enter into the Joint Election attached to this Appendix concurrent with the execution of the
Agreement. 

  
 15 








 ADDITIONAL WORDING TO INCLUDE IF ELECTION IS TO BE ENTERED INTO ELECTRONICALLY: 

Onscreen disclaimer 
 If you are liable for National
Insurance contributions (“NICs”) in the UK in connection with your participation in the Imprivata, Inc. 2014 Stock Option and Incentive Plan (the “Plan”), you are required to enter into an Election to transfer to you any
liability for employer’s NICs that may arise in connection with your participation in the Plan. 
 Clicking on the [“ACCEPT”] box indicates
your acceptance of the Election. You should read the “Important Note on the Election to Transfer Employer NICs” before accepting the Election. 

Important Note on the Election to Transfer Employer NICs 

If you are liable for National Insurance contributions (“NICs”) in the UK in connection with your participation in the Imprivata, Inc. 2014 Stock
Option and Incentive Plan (the “Plan”), you are required to enter into an Election to transfer to you any liability for employer’s NICs that may arise in connection with your participation in the Plan. 

By entering into the Election: 
  

	 	•	 	you agree that any employer’s NICs liability that may arise in connection with your participation in the Plan will be transferred to you; 


 

	 	•	 	you authorise your employer to recover an amount sufficient to cover this liability by such methods including, but not limited to, deductions from your salary or other payments due or the sale of sufficient shares
acquired pursuant to your awards; and 

  

	 	•	 	you acknowledge that even if you have clicked on the [“ACCEPT”] box where indicated, the Company or your employer may still require you to sign a paper copy of this Election (or a substantially similar form)
if the Company determines such is necessary to give effect to the Election. 

 Please read the Election carefully. 

Please print and keep a copy of the Election for your records. 

  
 16 








 IMPRIVATA, INC. 

2014 STOCK OPTION AND INCENTIVE PLAN 

Election To Transfer the Employer’s National Insurance Liability to the Employee 

This Election is between: 
 A. [NAME OF
EMPLOYEE] / [The individual who has obtained authorized access to this Election] (the “Employee”), who is employed by a company listed in the attached Schedule (the “Employer”) and who is eligible to receive
stock options and/or restricted stock units (“Awards”) pursuant to the Imprivata, Inc. 2014 Stock Option and Incentive Plan (the “Plan”), and 

B. Imprivata, Inc., with its registered office at 10 Maguire Road, Building 1, Suite 125, Lexington, MA 02421, USA (the “Company”), which may
grant Awards under the Plan and is entering into this Election on behalf of the Employer. 
 1. Introduction 

 

	 	1.1.	This Election relates to all Awards granted to the Employee under the Plan up to the termination date of the Plan. 

  

	 	1.2.	In this Election the following words and phrases have the following meanings: 

  

	 	a)	“Chargeable Event” means, in relation to the Awards: 

  

	 	(i)	the acquisition of securities pursuant to the Awards (within section 477(3)(a) of ITEPA); 

  

	 	(ii)	the assignment (if applicable) or release of the Awards in return for consideration (within section 477(3)(b) of ITEPA); 

  

	 	(iii)	the receipt of a benefit in connection with the Awards, other than a benefit within (i) or (ii) above (within section 477(3)(c) of ITEPA); 


 

	 	(iv)	post-acquisition charges relating to the Awards, restricted stock and/or shares acquired pursuant to the Awards (within section 427 of ITEPA); and/or 


 

	 	(v)	post-acquisition charges relating to the Awards, restricted stock and/or shares acquired pursuant to the Awards (within section 439 of ITEPA). 


 

	 	b)	“ITEPA” means the Income Tax (Earnings and Pensions) Act 2003. 

  

	 	c)	“SSCBA” means the Social Security Contributions and Benefits Act 1992. 









	 	1.3.	This Election relates to the employer’s secondary Class 1 National Insurance Contributions (the “Employer’s Liability”) which may arise on the occurrence of a Chargeable Event in respect of the
Awards pursuant to section 4(4)(a) and/or paragraph 3B(1A) of Schedule 1 of the SSCBA. 

  

	 	1.4.	This Election does not apply in relation to any liability, or any part of any liability, arising as a result of regulations being given retrospective effect by virtue of section 4B(2) of either the SSCBA, or the Social
Security Contributions and Benefits (Northern Ireland) Act 1992. 

  

	 	1.5.	This Election does not apply to the extent that it relates to relevant employment income which is employment income of the earner by virtue of Chapter 3A of Part VII of ITEPA (employment income: securities with
artificially depressed market value). 

 2. The Election 

The Employee and the Company jointly elect that the entire liability of the Employer to pay the Employer’s Liability on the Chargeable
Event is hereby transferred to the Employee. The Employee understands that, by signing or electronically accepting this Election, he or she will become personally liable for the Employer’s Liability covered by this Election. This Election is
made in accordance with paragraph 3B(1) of Schedule 1 of the SSCBA. 
 3. Payment of the Employer’s Liability 

 

	 	3.1.	The Employee hereby authorises the Company and/or the Employer to collect the Employer’s Liability from the Employee at any time after the Chargeable Event: 


 

	 	(i)	by deduction from salary or any other payment payable to the Employee at any time on or after the date of the Chargeable Event; and/or 


 

	 	(ii)	directly from the Employee by payment in cash or cleared funds; and/or 

  

	 	(iii)	by arranging, on behalf of the Employee, for the sale of some of the securities which the Employee is entitled to receive in respect of the Awards; and/or 


 

	 	(iv)	by any other means specified in the applicable award agreement. 

  

	 	3.2.	The Company hereby reserves for itself and the Employer the right to withhold the transfer of any securities related to the Awards to the Employee until full payment of the Employer’s Liability is received.


  

	 	3.3.	The Company agrees to procure the remittance by the Employer of the Employer’s Liability to HM Revenue & Customs on behalf of the Employee within 14 days after the end of the UK tax month during which the
Chargeable Event occurs (or within 17 days after the end of the UK tax month during which the Chargeable Event occurs if payments are made electronically). 


  
 2 








 4. Duration of Election 
  

	 	4.1.	The Employee and the Company agree to be bound by the terms of this Election regardless of whether the Employee is transferred abroad or is not employed by the Employer on the date on which the Employer’s Liability
becomes due. 

  

	 	4.2.	Any reference to the Company and/or the Employer shall include that entity’s successors in title and assigns as permitted in accordance with the terms of the Plan and relevant award agreement. This Election will
continue in effect in respect of any awards which replace the Awards in circumstances where section 483 of ITEPA applies. 

  

	 	4.3.	This Election will continue in effect until the earliest of the following: 

  

	 	(i)	the Employee and the Company agree in writing that it should cease to have effect; 

  

	 	(ii)	on the date the Company serves written notice on the Employee terminating its effect; 

  

	 	(iii)	on the date HM Revenue & Customs withdraws approval of this Election; or 

  

	 	(iv)	after due payment of the Employer’s Liability in respect of the entirety of the Awards to which this Election relates or could relate, such that the Election ceases to have effect in accordance with its terms.


  

	 	4.4.	This Election will continue in force regardless of whether the Employee ceases to be an employee of the Employer. 


[Signature page follows] 

  
 3 








 Acceptance by the Employee 

[The Employee acknowledges that, by signing this Election, the Employee agrees to be bound by the terms of this Election. 

 

					
	Name	 	  
	 	
			
	Signature	 	  
	 	
			
	Date	 	  
	 	]

 OR 
 [The Employee
acknowledges that, by clicking on the [“ACCEPT”] box, the Employee agrees to be bound by the terms of this Election.] 
 Acceptance by the
Company 
 The Company acknowledges that, by signing this Election or arranging for the scanned signature of an authorised representative to
appear on this Election, the Company agrees to be bound by the terms of this Election. 
  

					
	Signature for and on behalf of the Company	 	  
	 	
			
	Position	 	  
	 	
			
	Date	 	  
	 	


  
 4 








 Schedule of Employer Company 

The employer company to which this Election relates is: 
  

					
		 	Name	  	[INSERT]
		 	Registered Office:	  	[INSERT]
		 	Company Registration Number:	  	[INSERT]
		 	Corporation Tax District:	  	[INSERT]
		 	Corporation Tax Reference:	  	[INSERT]
		 	PAYE Reference:	  	[INSERT]


  
 5 








 RESTRICTED STOCK UNIT AWARD AGREEMENT 

UNDER THE IMPRIVATA, INC. 

2014 STOCK OPTION AND INCENTIVE PLAN 

FOR NON-U.S. GRANTEES 
  

							
	Name of Grantee:	  	                                    
                                         
         	 	
				
	No. of Restricted Stock Units:	  	                                      
            	 		 	
				
	Grant Date:	  	                                      
            	 		 	

 Pursuant to the Imprivata, Inc. 2014 Stock Option and Incentive Plan as amended through the date hereof (the
“Plan”), Imprivata, Inc. (the “Company”) hereby grants an award of the number of Restricted Stock Units listed above (an “Award”) to the Grantee named above subject to the terms and conditions set forth in this
Restricted Stock Unit Award Agreement for Non-U.S. Grantees, including any special terms and conditions for the Grantee’s country set forth in the appendix attached hereto (the “Appendix” and, together, this “Agreement”),
and in the Plan. Each Restricted Stock Unit shall relate to one share of Common Stock, par value $0.001 per share (the “Stock”) of the Company. 

1. Restrictions on Transfer of Award. This Award may not be sold, transferred, pledged, assigned or otherwise encumbered or disposed of
by the Grantee, and any shares of Stock issuable with respect to the Award may not be sold, transferred, pledged, assigned or otherwise encumbered or disposed of until (i) the Restricted Stock Units have vested as provided in Paragraph 2 below,
and (ii) shares of Stock have been issued to the Grantee in accordance with the terms of the Plan and this Agreement. 
 2. Vesting
of Restricted Stock Units. The restrictions and conditions of Paragraph 1 above shall lapse on the Vesting Date or Dates specified in the following schedule so long as the Grantee remains an employee of the Company or a Subsidiary on such
Dates (as further described in Paragraph 3 below). If a series of Vesting Dates is specified, then the restrictions and conditions in Paragraph 1 shall lapse only with respect to the number of Restricted Stock Units specified as vested on such
date. 
  

			
	 Incremental Number of Restricted Stock Units Vested
	  	Vesting Date
		
	              (    %)
	  	                    
	              (    %)
	  	                    
	              (    %)
	  	                    
	              (    %)
	  	                    

 The Administrator may at any time accelerate the vesting schedule specified in this Paragraph 2. 







 3. Termination of Employment. If the Grantee’s employment with the Company and its
Subsidiaries terminates for any reason (including death or disability) prior to the satisfaction of the vesting conditions set forth in Paragraph 2 above, any Restricted Stock Units that have not vested as of such date shall automatically and
without notice terminate and be forfeited, and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in such unvested Restricted Stock Units. 

For purposes of the Award, the Grantee’s employment relationship will be considered terminated as of the date the Grantee is no longer
actively providing services to the Company or its Subsidiaries (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Grantee is employed or the terms
of the Grantee’s employment agreement, if any) and the Grantee’s right to vest in the Award under the Plan, if any, will terminate as of such date and will not be extended by any notice period (e.g., the Grantee’s period of
service would not include any contractual notice period or any period of “garden leave” or similar period provided for under employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment
agreement, if any). The Administrator shall have the exclusive discretion to determine when the Grantee is no longer actively providing services for purposes of the Award (including whether the Grantee may still be considered to
be providing services while on a leave of absence). 
 4. Issuance of Shares of Stock. Subject to Paragraph 12 below, as soon as
practicable following each Vesting Date (but in no event later than two and one-half months after the end of the year in which the Vesting Date occurs), the Company shall issue to the Grantee the number of shares of Stock equal to the aggregate
number of Restricted Stock Units that have vested pursuant to Paragraph 2 above on such date and the Grantee shall thereafter have all the rights of a stockholder of the Company with respect to such shares. 

5. Incorporation of Plan. Notwithstanding anything herein to the contrary, this Agreement shall be subject to and governed by all the
terms and conditions of the Plan, including the powers of the Administrator set forth in Section 2(b) of the Plan. Capitalized terms in this Agreement shall have the meaning specified in the Plan, unless a different meaning is specified herein.

 6. Responsibility for Taxes. The Grantee acknowledges that, regardless of any action taken by the Company or, if different, the
Grantee’s employer (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Grantee’s participation in the Plan
and legally applicable to the Grantee (“Tax-Related Items”) is and remains the Grantee’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Grantee further acknowledges that the Company
and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, including, but not limited to, the grant, vesting or settlement of the Restricted Stock
Units, the subsequent sale of shares of Stock acquired pursuant to such settlement and the receipt of any dividends and/or any dividend equivalents, if applicable, and (ii) do not commit to and are under no obligation to structure the terms of
the grant or any aspect of the Award to reduce or eliminate the Grantee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Grantee is subject to Tax-Related Items in more than one jurisdiction, the Grantee
acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. 

  
 2 








 Prior to any relevant taxable or tax withholding event, as applicable, the Grantee agrees to make
adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Grantee authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their
withholding obligations with regard to all Tax-Related Items by one or a combination of the following: 
 (a) withholding from the
Grantee’s wages or other cash compensation paid to the Grantee by the Company and/or the Employer; 
 (b) withholding from proceeds of
the sale of shares of Stock acquired upon settlement of the Award either through a voluntary sale or through a mandatory sale arranged by the Company (on the Grantee’s behalf pursuant to this authorization without further consent); 

(c) withholding shares of Stock to be issued upon settlement of the Award; or 

(d) any other method determined by the Company to be in compliance with applicable laws; 

Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory
withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Grantee will receive a refund of any over-withheld amount in cash and will have no entitlement to the Stock equivalent. If the obligation
for Tax-Related Items is satisfied by withholding shares of Stock, for tax purposes, the Grantee is deemed to have been issued the full number of shares of Stock subject to the vested Restricted Stock Units, notwithstanding that a number of the
shares of Stock are held back solely for the purpose of paying the Tax-Related Items. 
 Finally, the Grantee agrees to pay to the Company
or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Grantee’s participation in the Plan that cannot be satisfied by the means previously described. The
Company may refuse to issue or deliver the shares of Stock or the proceeds of the sale of shares of Stock, if the Grantee fails to comply with the Grantee’s obligations in connection with the Tax-Related Items. 

7. Section 409A of the Code. If the Grantee is subject to tax in the United States, this Agreement shall be interpreted in such a
manner that all provisions relating to the settlement of the Award are exempt from the requirements of Section 409A of the Code as “short-term deferrals” as described in Section 409A of the Code. 

8. No Obligation to Continue Employment. Neither the Company, the Employer, nor any other Subsidiary is obligated by or as a result of
the Plan or this Agreement to continue the Grantee in employment and neither the Plan nor this Agreement shall interfere in any way with the right of the Company, the Employer or any other Subsidiary to terminate the employment of the Grantee at any
time. 

  
 3 








 9. Nature of Grant. In accepting the Award, the Grantee acknowledges, understands and
agrees that: 
 (e) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended,
suspended or terminated by the Company at any time, to the extent permitted by the Plan; 
 (f) the Award is voluntary and occasional and
does not create any contractual or other right to receive future awards, or benefits in lieu of awards, even if awards have been granted in the past; 

(g) all decisions with respect to future awards or other grants, if any, will be at the sole discretion of the Company; 

(h) the Grantee is voluntarily participating in the Plan; 

(i) the Award and the shares of Stock subject to the Award, and the income and value of same, are not intended to replace any pension rights
or compensation; 
 (j) the Award and the shares of Stock subject to the Award, and the income and value of same, are not part of normal or
expected compensation for any purpose, including, without limitation, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or
similar payments; 
 (k) to the extent the Grantee is not employed by the Company, the Award shall not be deemed to form an employment or
other service relationship with the Company; 
 (l) the future value of the underlying shares of Stock is unknown, indeterminable and can
not be predicted with certainty; 
 (m) no claim or entitlement to compensation or damages shall arise from forfeiture of the Award
resulting from the termination of the Grantee’s employment relationship (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Grantee is employed or the terms of the
Grantee’s employment agreement, if any), and in consideration of the Award to which the Grantee is otherwise not entitled, the Grantee irrevocably agrees never to institute any claim against the Company, the Employer or any other
Subsidiary, waives the Grantee’s ability, if any, to bring any such claim, and releases the Company, the Employer and any other Subsidiary from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent
jurisdiction, then, by participating in the Plan, the Grantee shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; 

(n) unless otherwise provided in the Plan or by the Company in its discretion, the Award and the benefits evidenced by this Agreement do not
create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Stock; and 

  
 4 








 (o) neither the Company, the Employer nor any other Subsidiary shall be liable for any foreign
exchange rate fluctuation between the Grantee’s local currency and the United States Dollar that may affect the value of the Award or of any amounts due to the Grantee pursuant to the settlement of the Award or the subsequent sale of any shares
of Stock acquired upon settlement. 
 10. Integration. This Agreement constitutes the entire agreement between the parties with
respect to this Award and supersedes all prior agreements and discussions between the parties concerning such subject matter. 

11. Data Privacy Consent. The Grantee hereby explicitly and unambiguously consents to the collection, use and
transfer, in electronic or other form, of the Grantee’s personal data as described in this Agreement and any other grant materials by and among, as applicable, the Company, the Employer and any other Subsidiary (together, the “Relevant
Companies”) for the exclusive purpose of implementing, administering and managing the Grantee’s participation in the Plan. 

The Grantee understands that the Relevant Companies may hold certain personal information about the Grantee, including, but not limited
to, the Grantee’s name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company, details of all
restricted stock units or any other entitlement to Stock awarded, canceled, exercised, vested, unvested or outstanding in the Grantee’s favor (the “Relevant Information”), for the exclusive purpose of implementing, administering and
managing the Plan. 
 The Grantee understands that the Relevant Information will be transferred to a third party stock plan
service provider, which may assist the Company (presently or in the future) with the implementation, administration and management of the Plan. The Grantee understands that the recipients of the Relevant Information may be located in the United
States or elsewhere, and that the recipients’ country (e.g., the United States) may have different data privacy laws and protections than the Grantee’s country. The Grantee understands that he or she may request a list
with the names and addresses of any potential recipients of the Relevant Information by contacting his or her local human resources representative. The Grantee authorizes the Relevant Companies and any other possible recipients which may assist the
Relevant Companies (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Relevant Information, in electronic or other form, for the sole purpose of implementing,
administering and managing the Grantee’s participation in the Plan. The Grantee understands that the Relevant Information will be held only as long as is necessary to implement, administer and manage his or her participation in the Plan. The
Grantee understands that he or she may, at any time, view the Relevant Information, request additional information about the storage and processing of the Relevant Information, require any necessary amendments to the Relevant Information or refuse
or withdraw the consents herein, in any case without cost, by contacting in writing the Grantee’s local human resources representative. Further, the Grantee understands that he or she is providing the consents herein on a purely voluntary
basis. If the Grantee does not consent, or if the Grantee later seeks to revoke his or her consent, the Grantee’s employment status or service and career with the Employer will not be adversely


  
 5 








 
affected; the only adverse consequence of refusing or withdrawing his or her consent is that the Company would not be able to grant the Award or other equity awards to the Grantee, or administer
or maintain such awards. Therefore, the Grantee understands that refusing or withdrawing his or her consent may affect the Grantee’s ability to participate in the Plan. For more information on the consequences of the Grantee’s refusal to
consent or withdrawal of consent, the Grantee understands that he or she may contact his or her local human resources representative. 

12. Compliance with Law. Notwithstanding any other provision of the Plan or this Agreement, unless there is an available exemption from
any registration, qualification or other legal requirement applicable to the shares of Stock, the Company shall not be required to deliver any shares of Stock issuable upon settlement of the Award prior to the completion of any registration or
qualification of the shares of Stock under any local, state, federal or foreign securities or exchange control law or under rulings or regulations of the U.S. Securities and Exchange Commission (“SEC”) or of any other governmental
regulatory body, or prior to obtaining any approval or other clearance from any local, state, federal or foreign governmental agency, which registration, qualification or approval the Company shall, in its absolute discretion, deem necessary or
advisable. The Grantee understands that the Company is under no obligation to register or qualify the shares of Stock subject to the Award with the SEC or any state or foreign securities commission or to seek approval or clearance from any
governmental authority for the issuance or sale of the shares of Stock. Further, the Grantee agrees that the Company shall have unilateral authority to amend the Plan and this Agreement without the Grantee’s consent to the extent necessary to
comply with securities or other laws applicable to issuance of the shares of Stock. 
 13. Insider Trading Restrictions/Market Abuse
Laws. The Grantee acknowledges that, depending on his or her country, the Grantee may be subject to insider trading restrictions and/or market abuse laws, which may affect his or her ability to acquire or sell shares of Stock or rights to Stock
under the Plan during such times as the Grantee is considered to have “inside information” regarding the Company (as defined by the laws in his or her country). Any restrictions under these laws or regulations are separate from and in
addition to any restrictions that may be imposed under any applicable Company insider trading policy. The Grantee acknowledges that it is his or her responsibility to comply with any applicable restrictions, and the Grantee is advised to speak to
his or her personal advisor on this matter. 
 14. No Advice Regarding Grant. The Company is not providing any tax, legal or
financial advice, nor is the Company making any recommendations regarding the Grantee’s participation in the Plan, or the Grantee’s acquisition or sale of the shares of Stock acquired under the Plan. The Grantee is hereby advised to
consult with his or her own personal tax, legal and financial advisors regarding his or her participation in the Plan before taking any action related to the Plan. 

15. Governing Law and Venue. This Agreement will be governed by, and construed in accordance with, the laws of the State of Delaware,
applied without regard to conflict of law principles. For purposes of any action, lawsuit or other proceedings brought to enforce this Agreement, relating to it, or arising from it, the parties hereby submit to and consent to the sole and exclusive
jurisdiction of the courts of Middlesex County, Massachusetts, or the federal courts for the United States for the District of Massachusetts, and no other courts, where the Award is made and/or to be performed. 

  
 6 








 16. Electronic Delivery and Acceptance. The Company may, in its sole discretion, decide to
deliver any documents related to current or future participation in the Plan by electronic means. The Grantee hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic
system established and maintained by the Company or a third party designated by the Company. 
 17. Language. If the Grantee has
received this Agreement, or any other document related to the Award and/or the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control.

 18. Severability. The provisions of this Agreement are severable and if any one or more provisions are determined to be illegal or
otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable. 
 19.
Appendix. Notwithstanding any provisions in this Restricted Stock Unit Award Agreement for Non-U.S. Grantees, the Award shall be subject to any special terms and conditions set forth in any Appendix to this Restricted Stock Unit Award
Agreement for Non-U.S. Grantees for the Grantee’s country. Moreover, if the Grantee relocates to one of the countries included in the Appendix, the special terms and conditions for such country will apply to the Grantee, to the extent the
Administrator determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons. The Appendix constitutes part of this Restricted Stock Unit Award Agreement for Non-U.S. Grantees. 

20. Imposition of Other Requirements. The Company reserves the right to impose other requirements on the Grantee’s participation
in the Plan, on the Award and on any shares of Stock acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require the Grantee to sign any additional agreements or
undertakings that may be necessary to accomplish the foregoing. 
 21. Waiver. The Grantee acknowledges that a waiver by the Company
of breach of any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by the Grantee or any other grantees. 

22. Notices. Notices hereunder shall be mailed or delivered to the Company at its principal place of business and shall be mailed or
delivered to the Grantee at the address on file with the Company or, in either case, at such other address as one party may subsequently furnish to the other party in writing. 

  
 7 








 
			
	IMPRIVATA, INC.
		
	By:	 	  

		 	Title:


 The Agreement is hereby accepted and the terms and conditions thereof hereby agreed to by the undersigned. Electronic
acceptance of this Agreement pursuant to the Company’s instructions to the Grantee (including through an online acceptance process) is acceptable. 
  

							
	Dated:	 	  
	 		 	  

		 		 		 	Grantee’s Signature
				
		 		 		 	Grantee’s name and address:
				
		 		 		 	  

				
		 		 		 	  

				
		 		 		 	  



  
 8 








 APPENDIX 

TO 
 RESTRICTED STOCK UNIT
AWARD AGREEMENT 
 FOR NON-U.S. GRANTEES 

Capitalized terms, unless explicitly defined in this Appendix, shall have the meanings given to them in the Restricted Stock Unit Award Agreement for Non-U.S.
Grantees or in the Plan. 
 Terms and Conditions 

This Appendix includes special terms and conditions that govern the Award if the Grantee resides and/or works in one of the countries listed below. If the
Grantee is a citizen or resident (or is considered as such for local law purposes) of a country other than the country in which the Grantee is currently residing and/or working, or if the Grantee transfers to another country after the grant of the
Award, the Administrator shall, in its discretion, determine to what extent the special terms and conditions contained herein shall be applicable to the Grantee. 

Notifications 
 This Appendix also includes
information regarding securities, exchange control, tax and certain other issues of which the Grantee should be aware with respect to his or her participation in the Plan. The information is based on the securities, exchange control, tax and other
laws in effect in the respective countries as of April 2014. Such laws are often complex and change frequently. As a result, the Company strongly recommends that the Grantee not rely on the information contained herein as the only source of
information relating to the consequences of the Grantee’s participation in the Plan because the information may be out of date at the time the Award vests or at the time the Grantee sells any shares of Stock acquired upon settlement of the
Award. In addition, the information is general in nature and may not apply to the Grantee’s particular situation, and the Company is not in a position to assure the Grantee of any particular result. Therefore, the Grantee is advised to seek
appropriate professional advice as to how the relevant laws in his or her country may apply to the Grantee’s individual situation. 
 If the Grantee is
a citizen or resident (or is considered as such for local law purposes) of a country other than the country in which he or she is currently residing and/or working, or if the Grantee transfers to another country after the grant of the Award, the
information contained herein may not be applicable to the Grantee in the same manner. 

  
 9 








 AUSTRALIA 

Notifications 
 Securities Law Information.
If the Grantee acquires shares of Stock under the Plan and offers such shares of Stock for sale to a person or entity resident in Australia, the offer may be subject to disclosure requirements under Australian law. The Grantee is advised to obtain
legal advice regarding his or her disclosure obligations prior to making any such offer. 
 BELGIUM 

Notifications 
 Foreign
Asset/Account Reporting Information. If the Grantee is a resident of Belgium, the Grantee is required to report any bank or brokerage accounts opened and maintained outside of Belgium on the Grantee’s annual tax return.

 CANADA 
 Terms and Conditions

 Settlement of Award. Notwithstanding anything to the contrary in the Plan or the Agreement, the Restricted Stock Units shall be settled in
shares of Stock only. In no event shall any Restricted Stock Units be settled in cash. 
 Termination of Service. The following provision replaces
the second part of Paragraph 3 of the Restricted Stock Unit Award Agreement for Non-U.S. Grantees: 
 In the event of termination of the Grantee’s
employment relationship (regardless of the reason for such termination and whether or not later found to be invalid or in breach of the employment laws in the jurisdiction where the Grantee is employed or providing services or the terms of the
Grantee’s employment agreement, if any), the Grantee’s right to vest in the Stock Option under the Plan will terminate effective as of the date that is the earlier of (i) the date the Grantee’s employment with the Employer is
terminated, (ii) the date the Grantee receives notice of termination from the Employer, or (iii) the date the Grantee is no longer actively providing services, regardless of any notice period or period of pay in lieu of such notice
required under the employment laws in the jurisdiction where the Grantee is employed or providing services or the terms of the Grantee’s employment agreement, if any, the Administrator has the exclusive discretion to determine when the Grantee
is no longer actively providing services for purposes of the Award (including whether the Grantee may still be considered to be providing services while on a leave of absence). 

The following provisions will apply if the Grantee is a resident of Quebec: 

French Language Provision. The parties acknowledge that it is their express wish that the Agreement, as well as all documents, notices and legal
proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English. 

  
 10 








 Les parties reconnaissent avoir exigé la rédaction en anglais de la Convention, ainsi que de
tous documents, avis et procédures judiciaires, exécutés, donnés ou intentés en vertu de, ou liés directement ou indirectement à, la présente convention. 

Data Privacy Consent. The following provision supplements Paragraph 11 of the Restricted Stock Unit Award Agreement for Non-U.S. Grantees: 

The Grantee hereby authorizes the Relevant Companies and their representatives to discuss with and obtain all Relevant Information from all personnel involved
in the administration and operation of the Plan. The Grantee further authorizes the Relevant Companies and the Administrator to disclose and discuss the Plan with their advisors. The Grantee further authorizes the Relevant Companies to record such
information and to keep such information in his or her employee file. 
 Notifications 

Securities Law Information. The Grantee will not be permitted to sell or otherwise dispose of the shares of Stock acquired under the Plan within Canada.
The Grantee will only be permitted to sell or dispose of any shares of Stock if such sale or disposal takes place outside of Canada on the facilities on which the Stock is traded. 

Foreign Asset/Account Reporting Information. If the total value of the Grantee’s foreign property (including cash held outside of Canada and the
shares of Stock acquired under the Plan) exceeds C$100,000 at any time during the year, the Grantee must report all of his or her foreign property on Form T1135 (Foreign Income Verification Statement) by April 30 of the following year. Foreign
property may also include the Grantee’s unvested Restricted Stock Units. The Grantee should consult with his or her personal tax advisor to determine any reporting requirements. 

DENMARK 
 Terms and Conditions 

Danish Stock Option Act. The Grantee acknowledges that he or she has received the Employer Statement in Danish which sets forth additional terms of the
Award to the extent that the Danish Stock Options Act applies. To the extent more favorable to the Grantee and required to comply with the Danish Stock Option Act, the terms set forth in the Employer Statement will apply to the Grantee’s
participation in the Plan. 
 Notifications 

Exchange Control Information. If the Grantee establishes an account holding shares of Stock or an account holding cash outside Denmark, the Grantee
must report the account to the Danish Tax Administration. The form which should be used in this respect can be obtained from a local bank.  

Securities/Tax Reporting Information. If the Grantee holds shares of Stock acquired under the Plan in a brokerage account with a broker or bank
outside Denmark, the Grantee is required to 

  
 11 








 
inform the Danish Tax Administration about the account. For this purpose, the Grantee must sign and file a Form V (Erklaering V) with the Danish Tax Administration. In the event that the
applicable broker or bank with which the account is held does not also sign the Form V, the Grantee acknowledges that he or she is solely responsible for providing certain details regarding the foreign brokerage or bank account and any shares of
Stock acquired under the Plan and held in such account to the Danish Tax Administration as part of his or her annual income tax return. By signing the Form V, the Grantee authorizes the Danish Tax Administration to examine the account. A sample of
the Form V can be found at the following website: www.skat.dk. 
 In addition, if the Grantee opens a brokerage account (or a deposit account with a U.S.
bank) for the purpose of holding cash outside Denmark, the Grantee is also required to inform the Danish Tax Administration about this account. To do so, the Grantee must file a Form K (Erklaering K) with the Danish Tax Administration. The
Form K must be signed both by the Grantee and by the applicable broker or bank where the account is held, unless an exemption from the broker/bank signature requirement is obtained from the Danish Tax Administration (which exemption may be sought on
the Form K itself). By signing the Form K, the broker or bank, to the extent the exemption is not obtained, undertakes an obligation, without further request each year, to forward information to the Danish Tax Administration concerning the content
of the account. By signing the Form K, the Grantee authorizes the Danish Tax Administration to examine the account. A sample of the Form K can be found at the following website: www.skat.dk. 

GERMANY 
 Notifications 

Exchange Control Information. Cross-border payments in excess of €12,500 must be reported monthly to the German Federal Bank. If the
Grantee receives a cross-border payment in excess of €12,500 in connection with the sale of securities (including shares of Stock acquired under the Plan) or the receipt of dividends paid on such shares of Stock, the report must be made by the
fifth day of the month following the month in which the payment was received. Effective from September 2013, the report must be filed electronically. The form of report can be accessed via the German Federal Bank’s website at
www.bundesbank.de and is available in both German and English. 
 NETHERLANDS 

Notifications 
  





 

  
 12 








 UNITED KINGDOM 

Terms and Conditions 
 Settlement of Award.
Notwithstanding anything to the contrary in the Plan or the Agreement, Restricted Stock Units shall be settled in shares of Stock only. In no event shall any Restricted Stock Units be settled in cash. This provision is without prejudice to the
application of Paragraph 6 of the Restricted Stock Unit Award Agreement for Non-U.S. Grantees. 
 Tax-Related Items. The following provision
supplements Paragraph 6 of the Restricted Stock Unit Award Agreement for Non-U.S. Grantees: 
 If payment or withholding of the income tax liability is not
made within 90 days of the event giving rise to the income tax liability or such other period specified in Section 222(1)(c) of the United Kingdom Income Tax (Earnings and Pensions) Act 2003 (the “Due Date”), the amount of any
uncollected income tax will constitute a loan owed by the Grantee to the Employer, effective on the Due Date. The Grantee agrees that the loan will bear interest at the then-current Official Rate of Her Majesty’s Revenue and Customs
(“HMRC”), it will be immediately due and repayable, and the Company or the Employer may recover it at any time thereafter by any of the means referred to in Paragraph 6 of the Agreement. Notwithstanding the foregoing, if the Grantee is a
director or executive officer of the Company (within the meaning of Section 13(k) of the U.S. Securities Act of 1933, as amended), the Grantee will not be eligible for such a loan to cover the income tax due. In the event that the Grantee is a
director or executive officer and the income tax is not collected from or paid by the Grantee by the Due Date, the amount of any uncollected income tax may constitute a benefit to the Grantee on which additional income tax and NICs may be payable.
The Grantee will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing the Company or the Employer, as applicable, for the amount of any employee
NICs due on this additional benefit which may be recovered from the Grantee by the Company or the Employer, as applicable, at any time thereafter by any of the means referred to in Paragraph 6 of the Agreement. 

If the Grantee fails to comply with his or her obligations in connection with the income tax as described in this section, the Company may refuse to deliver
the shares of Stock subject to the Award. 
 Joint Election for Transfer of Liability for Employer National Insurance Contributions. The Award is
conditional upon the Grantee’s agreement to accept liability for any secondary Class 1 national insurance contributions (“NICs”) which may be payable by the Employer in connection with any event giving rise to tax liability in
relation to the Award (“Employer NICs”). The Employer NICs may be collected by the Company or the Employer using any of the methods described in Paragraph 6 of the Restricted Stock Unit Award Agreement for Non-U.S. Grantees. Without
prejudice to the foregoing, the Grantee agrees to execute a joint election with the Company or the Employer (a “Joint Election”), the form of such Joint Election being formally approved by HMRC, and any other consent or elections required
to accomplish the transfer of the Employer NICs to the Grantee. The Grantee further agrees to execute such other elections as may be required by any successor to the Company and/or the Employer for the


  
 13 








 
purpose of continuing the effectiveness of the Grantee’s Joint Election. If the Grantee does not complete the Joint Election prior to vesting of the Award, or if approval of the Joint
Election is withdrawn by HMRC and a new Joint Election is not entered into, the Award shall become null and void and may not vest, without any liability to the Company, the Employer or any other Subsidiary. The Grantee must enter into the Joint
Election attached to this Appendix concurrent with the execution of the Agreement. 

  
 14 








 ADDITIONAL WORDING TO INCLUDE IF ELECTION IS TO BE ENTERED INTO ELECTRONICALLY: 

Onscreen disclaimer 
 If you are liable for National
Insurance contributions (“NICs”) in the UK in connection with your participation in the Imprivata, Inc. 2014 Stock Option and Incentive Plan (the “Plan”), you are required to enter into an Election to transfer to you any
liability for employer’s NICs that may arise in connection with your participation in the Plan. 
 Clicking on the [“ACCEPT”] box indicates
your acceptance of the Election. You should read the “Important Note on the Election to Transfer Employer NICs” before accepting the Election. 

Important Note on the Election to Transfer Employer NICs 

If you are liable for National Insurance contributions (“NICs”) in the UK in connection with your participation in the Imprivata, Inc. 2014 Stock
Option and Incentive Plan (the “Plan”), you are required to enter into an Election to transfer to you any liability for employer’s NICs that may arise in connection with your participation in the Plan. 

By entering into the Election: 
  

	 	•	 	you agree that any employer’s NICs liability that may arise in connection with your participation in the Plan will be transferred to you; 


 

	 	•	 	you authorise your employer to recover an amount sufficient to cover this liability by such methods including, but not limited to, deductions from your salary or other payments due or the sale of sufficient shares
acquired pursuant to your awards; and 

  

	 	•	 	you acknowledge that even if you have clicked on the [“ACCEPT”] box where indicated, the Company or your employer may still require you to sign a paper copy of this Election (or a substantially similar form)
if the Company determines such is necessary to give effect to the Election. 

 Please read the Election carefully. 

Please print and keep a copy of the Election for your records. 







 IMPRIVATA, INC. 

2014 STOCK OPTION AND INCENTIVE PLAN 

Election To Transfer the Employer’s National Insurance Liability to the Employee 

This Election is between: 
 A. [NAME OF
EMPLOYEE] / [The individual who has obtained authorized access to this Election] (the “Employee”), who is employed by a company listed in the attached Schedule (the “Employer”) and who is eligible to receive
stock options and/or restricted stock units (“Awards”) pursuant to the Imprivata, Inc. 2014 Stock Option and Incentive Plan (the “Plan”), and 

B. Imprivata, Inc., with its registered office at 10 Maguire Road, Building 1, Suite 125, Lexington, MA 02421, USA (the “Company”), which may
grant Awards under the Plan and is entering into this Election on behalf of the Employer. 
 1. Introduction 

 

	 	1.1.	This Election relates to all Awards granted to the Employee under the Plan up to the termination date of the Plan. 

  

	 	1.2.	In this Election the following words and phrases have the following meanings: 

  

	 	a)	“Chargeable Event” means, in relation to the Awards: 

  

	 	(i)	the acquisition of securities pursuant to the Awards (within section 477(3)(a) of ITEPA); 

  

	 	(ii)	the assignment (if applicable) or release of the Awards in return for consideration (within section 477(3)(b) of ITEPA); 

  

	 	(iii)	the receipt of a benefit in connection with the Awards, other than a benefit within (i) or (ii) above (within section 477(3)(c) of ITEPA); 


 

	 	(iv)	post-acquisition charges relating to the Awards, restricted stock and/or shares acquired pursuant to the Awards (within section 427 of ITEPA); and/or 


 

	 	(v)	post-acquisition charges relating to the Awards, restricted stock and/or shares acquired pursuant to the Awards (within section 439 of ITEPA). 


 

	 	b)	“ITEPA” means the Income Tax (Earnings and Pensions) Act 2003. 

  

	 	c)	“SSCBA” means the Social Security Contributions and Benefits Act 1992. 


  
 2 









	 	1.3.	This Election relates to the employer’s secondary Class 1 National Insurance Contributions (the “Employer’s Liability”) which may arise on the occurrence of a Chargeable Event in respect of the
Awards pursuant to section 4(4)(a) and/or paragraph 3B(1A) of Schedule 1 of the SSCBA. 

  

	 	1.4.	This Election does not apply in relation to any liability, or any part of any liability, arising as a result of regulations being given retrospective effect by virtue of section 4B(2) of either the SSCBA, or the Social
Security Contributions and Benefits (Northern Ireland) Act 1992. 

  

	 	1.5.	This Election does not apply to the extent that it relates to relevant employment income which is employment income of the earner by virtue of Chapter 3A of Part VII of ITEPA (employment income: securities with
artificially depressed market value). 

 2. The Election 

The Employee and the Company jointly elect that the entire liability of the Employer to pay the Employer’s Liability on the Chargeable
Event is hereby transferred to the Employee. The Employee understands that, by signing or electronically accepting this Election, he or she will become personally liable for the Employer’s Liability covered by this Election. This Election is
made in accordance with paragraph 3B(1) of Schedule 1 of the SSCBA. 
 3. Payment of the Employer’s Liability 

 

	 	3.1.	The Employee hereby authorises the Company and/or the Employer to collect the Employer’s Liability from the Employee at any time after the Chargeable Event: 


 

	 	(i)	by deduction from salary or any other payment payable to the Employee at any time on or after the date of the Chargeable Event; and/or 


 

	 	(ii)	directly from the Employee by payment in cash or cleared funds; and/or 

  

	 	(iii)	by arranging, on behalf of the Employee, for the sale of some of the securities which the Employee is entitled to receive in respect of the Awards; and/or 


 

	 	(iv)	by any other means specified in the applicable award agreement. 

  

	 	3.2.	The Company hereby reserves for itself and the Employer the right to withhold the transfer of any securities related to the Awards to the Employee until full payment of the Employer’s Liability is received.


  

	 	3.3.	The Company agrees to procure the remittance by the Employer of the Employer’s Liability to HM Revenue & Customs on behalf of the Employee within 14 days after the end of the UK tax month during which the
Chargeable Event occurs (or within 17 days after the end of the UK tax month during which the Chargeable Event occurs if payments are made electronically). 


  
 3 








 4. Duration of Election 
  

	 	4.1.	The Employee and the Company agree to be bound by the terms of this Election regardless of whether the Employee is transferred abroad or is not employed by the Employer on the date on which the Employer’s Liability
becomes due. 

  

	 	4.2.	Any reference to the Company and/or the Employer shall include that entity’s successors in title and assigns as permitted in accordance with the terms of the Plan and relevant award agreement. This Election will
continue in effect in respect of any awards which replace the Awards in circumstances where section 483 of ITEPA applies. 

  

	 	4.3.	This Election will continue in effect until the earliest of the following: 

  

	 	(i)	the Employee and the Company agree in writing that it should cease to have effect; 

  

	 	(ii)	on the date the Company serves written notice on the Employee terminating its effect; 

  

	 	(iii)	on the date HM Revenue & Customs withdraws approval of this Election; or 

  

	 	(iv)	after due payment of the Employer’s Liability in respect of the entirety of the Awards to which this Election relates or could relate, such that the Election ceases to have effect in accordance with its terms.


  

	 	4.4.	This Election will continue in force regardless of whether the Employee ceases to be an employee of the Employer. 


[Signature page follows] 

  
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 Acceptance by the Employee 

[The Employee acknowledges that, by signing this Election, the Employee agrees to be bound by the terms of this Election. 

 

					
	Name	 	  
	 	
			
	Signature	 	  
	 	
			
	Date	 	  
	 	]

 OR 
 [The Employee
acknowledges that, by clicking on the [“ACCEPT”] box, the Employee agrees to be bound by the terms of this Election.] 
 Acceptance by the
Company 
 The Company acknowledges that, by signing this Election or arranging for the scanned signature of an authorised representative to
appear on this Election, the Company agrees to be bound by the terms of this Election. 
  

					
	Signature for and on behalf of the Company	 	  
	 	
			
	Position	 	  
	 	
			
	Date	 	  
	 	


  
 5 








 Schedule of Employer Company 

The employer company to which this Election relates is: 
  

							
		 	Name	 	[INSERT]	 	
		 	Registered Office:	 	[INSERT]	 	
		 	Company Registration Number:	 	[INSERT]	 	
		 	Corporation Tax District:	 	[INSERT]	 	
		 	Corporation Tax Reference:	 	[INSERT]	 	
		 	PAYE Reference:	 	[INSERT]	 	


  
 6