Amended and Restated 2012 Stock Incentive Plan and Form of Agreements thereunder



 Exhibit 10.4 
 ENVIVIO, INC. 
 2012 STOCK INCENTIVE PLAN 

(As Amended and Restated on April 3, 2012) 







 Table of Contents 

 

							
	 	  	 	  	Page	 
			
	 SECTION 1.
	  	 ESTABLISHMENT AND PURPOSE.
	  	 	1	  
			
	 SECTION 2.
	  	 DEFINITIONS.
	  	 	1	  
			
	 (a)  
	  	“Affiliate”	  	 	1	  
			
	 (b)  
	  	“Award”	  	 	1	  
			
	 (c)  
	  	“Board of Directors”	  	 	1	  
			
	 (d)  
	  	“Change in Control”	  	 	1	  
			
	 (e)  
	  	“Code”	  	 	2	  
			
	 (f)  
	  	“Committee”	  	 	2	  
			
	 (g)  
	  	“Company”	  	 	3	  
			
	 (h)  
	  	“Consultant”	  	 	3	  
			
	 (i)  
	  	“Employee”	  	 	3	  
			
	 (j)  
	  	“Exchange Act”	  	 	3	  
			
	 (k)  
	  	“Exercise Price”	  	 	3	  
			
	 (l)  
	  	“Fair Market Value”	  	 	3	  
			
	 (m)  
	  	“ISO”	  	 	3	  
			
	 (n)  
	  	“Nonstatutory Option” or “NSO”	  	 	3	  
			
	 (o)  
	  	“Offeree”	  	 	4	  
			
	 (p)  
	  	“Option”	  	 	4	  
			
	 (q)  
	  	“Optionee”	  	 	4	  
			
	 (r)  
	  	“Outside Director”	  	 	4	  
			
	 (s)  
	  	“Parent”	  	 	4	  
			
	 (t)  
	  	“Participant”	  	 	4	  
			
	 (u)  
	  	“Plan”	  	 	4	  
			
	 (v)  
	  	“Purchase Price”	  	 	4	  
			
	 (w)  
	  	“Restricted Share”	  	 	4	  
			
	 (x)  
	  	“Restricted Share Agreement”	  	 	4	  
			
	 (y)  
	  	“SAR”	  	 	4	  
			
	 (z)  
	  	“SAR Agreement”	  	 	4	  
			
	 (aa)
	  	“Service”	  	 	4	  
			
	 (bb)
	  	“Share”	  	 	5	  
			
	 (cc)
	  	“Stock”	  	 	5	  
			
	 (dd)
	  	“Stock Option Agreement”	  	 	5	  
			
	 (ee)
	  	“Stock Unit”	  	 	5	  


  

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	 (ff)
	  	“Stock Unit Agreement”	  	 	5	  
			
	 (gg)
	  	“Subsidiary”	  	 	5	  
			
	 (hh)
	  	“Total and Permanent Disability”	  	 	5	  
			
	 SECTION 3.
	  	ADMINISTRATION.	  	 	5	  
			
	 (a)  
	  	Committee Composition	  	 	5	  
			
	 (b)  
	  	Committee for Non-Officer Grants	  	 	5	  
			
	 (c)  
	  	Committee Procedures	  	 	6	  
			
	 (d)  
	  	Committee Responsibilities	  	 	6	  
			
	 SECTION 4.
	  	ELIGIBILITY.	  	 	7	  
			
	 (a)  
	  	General Rule	  	 	7	  
			
	 (b)  
	  	Automatic Grants to Outside Directors	  	 	7	  
			
	 (c)  
	  	Ten-Percent Stockholders	  	 	9	  
			
	 (d)  
	  	Attribution Rules	  	 	9	  
			
	 (e)  
	  	Outstanding Stock	  	 	9	  
			
	 SECTION 5.
	  	STOCK SUBJECT TO PLAN.	  	 	9	  
			
	 (a)  
	  	Basic Limitation.	  	 	9	  
			
	 (b)  
	  	Section 162(m) Award Limitation	  	 	9	  
			
	 (c)  
	  	Additional Shares	  	 	10	  
			
	 SECTION 6.
	  	RESTRICTED SHARES.	  	 	10	  
			
	 (a)  
	  	Restricted Stock Agreement	  	 	10	  
			
	 (b)  
	  	Payment for Awards	  	 	10	  
			
	 (c)  
	  	Vesting	  	 	10	  
			
	 (d)  
	  	Voting and Dividend Rights	  	 	10	  
			
	 (e)  
	  	Restrictions on Transfer of Shares	  	 	10	  
			
	 SECTION 7.
	  	TERMS AND CONDITIONS OF OPTIONS.	  	 	11	  
			
	 (a)  
	  	Stock Option Agreement	  	 	11	  
			
	 (b)  
	  	Number of Shares	  	 	11	  
			
	 (c)  
	  	Exercise Price	  	 	11	  
			
	 (d)  
	  	Withholding Taxes	  	 	11	  
			
	 (e)  
	  	Exercisability and Term	  	 	11	  
			
	 (f)  
	  	Exercise of Options	  	 	11	  
			
	 (g)  
	  	Effect of Change in Control	  	 	12	  
			
	 (h)  
	  	No Rights as a Stockholder	  	 	12	  
			
	 (i)  
	  	Modification, Extension and Renewal of Options	  	 	12	  
			
	 (j)  
	  	Restrictions on Transfer of Shares	  	 	12	  
			
	 (k)  
	  	Buyout Provisions	  	 	12	  


  

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	 SECTION 8.
	  	 PAYMENT FOR SHARES.
	  	 	12	  
			
	 (a)  
	  	General Rule	  	 	12	  
			
	 (b)  
	  	Surrender of Stock	  	 	12	  
			
	 (c)  
	  	Services Rendered	  	 	13	  
			
	 (d)  
	  	Cashless Exercise	  	 	13	  
			
	 (e)  
	  	Exercise/Pledge	  	 	13	  
			
	 (f)  
	  	Net Exercise	  	 	13	  
			
	 (g)  
	  	Promissory Note	  	 	13	  
			
	 (h)  
	  	Other Forms of Payment	  	 	13	  
			
	 (i)  
	  	Limitations under Applicable Law	  	 	13	  
			
	 SECTION 9.
	  	STOCK APPRECIATION RIGHTS.	  	 	13	  
			
	 (a)  
	  	SAR Agreement	  	 	13	  
			
	 (b)  
	  	Number of Shares	  	 	14	  
			
	 (c)  
	  	Exercise Price	  	 	14	  
			
	 (d)  
	  	Exercisability and Term	  	 	14	  
			
	 (e)  
	  	Effect of Change in Control	  	 	14	  
			
	 (f)  
	  	Exercise of SARs	  	 	14	  
			
	 (g)  
	  	Modification or Assumption of SARs	  	 	14	  
			
	 (h)  
	  	Buyout Provisions	  	 	14	  
			
	 SECTION 10.
	  	STOCK UNITS.	  	 	15	  
			
	 (a)  
	  	Stock Unit Agreement	  	 	15	  
			
	 (b)  
	  	Payment for Awards	  	 	15	  
			
	 (c)  
	  	Vesting Conditions	  	 	15	  
			
	 (d)  
	  	Voting and Dividend Rights	  	 	15	  
			
	 (e)  
	  	Form and Time of Settlement of Stock Units	  	 	15	  
			
	 (f)  
	  	Death of Recipient	  	 	15	  
			
	 (g)  
	  	Creditors’ Rights	  	 	16	  
			
	 SECTION 11.
	  	ADJUSTMENT OF SHARES.	  	 	16	  
			
	 (a)  
	  	Adjustments	  	 	16	  
			
	 (b)  
	  	Dissolution or Liquidation	  	 	16	  
			
	 (c)  
	  	Reorganizations	  	 	16	  
			
	 (d)  
	  	Reservation of Rights	  	 	17	  
			
	 SECTION 12.
	  	DEFERRAL OF AWARDS.	  	 	17	  
			
	 (a)  
	  	Committee Powers	  	 	17	  
			
	 (b)  
	  	General Rules	  	 	17	  
			
	 SECTION 13.
	  	AWARDS UNDER OTHER PLANS.	  	 	18	  
			
	 SECTION 14.
	  	PAYMENT OF DIRECTOR’S FEES IN SECURITIES.	  	 	18	  
			
	 (a)  
	  	Effective Date	  	 	18	  


  

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	 (b)  
	  	Elections to Receive NSOs, Restricted Shares or Stock Units	  	 	18	  
			
	 (c)  
	  	Number and Terms of NSOs, Restricted Shares or Stock Units	  	 	18	  
			
	 SECTION 15.
	  	LEGAL AND REGULATORY REQUIREMENTS.	  	 	18	  
			
	 SECTION 16.
	  	WITHHOLDING TAXES.	  	 	19	  
			
	 (a)  
	  	General	  	 	19	  
			
	 (b)  
	  	Share Withholding	  	 	19	  
			
	 SECTION 17.
	  	OTHER PROVISIONS APPLICABLE TO AWARDS.	  	 	19	  
			
	 (a)  
	  	Transferability	  	 	19	  
			
	 (b)  
	  	Substitution and Assumption of Awards	  	 	19	  
			
	 (c)  
	  	Qualifying Performance Criteria	  	 	19	  
			
	 SECTION 18.
	  	NO EMPLOYMENT RIGHTS.	  	 	20	  
			
	 SECTION 19.
	  	DURATION AND AMENDMENTS.	  	 	21	  
			
	 (a)  
	  	Term of the Plan	  	 	21	  
			
	 (b)  
	  	Right to Amend or Terminate the Plan	  	 	21	  
			
	 (c)  
	  	Effect of Termination	  	 	21	  
			
	 SECTION 20.
	  	EXECUTION.	  	 	22	  


  

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 ENVIVIO, INC. 
 2012 STOCK INCENTIVE PLAN 
 SECTION 1. ESTABLISHMENT AND PURPOSE. 

The Plan was adopted by the Board of Directors on June 6, 2011, and subsequently amended and restated on April 3, 2012 (subject to
the approval of the stockholders of the Company), and shall be effective immediately prior to the closing of the initial offering of Stock to the public pursuant to a registration statement filed by the Company with the Securities and Exchange
Commission (the “Effective Date”). The purpose of the Plan is to promote the long-term success of the Company and the creation of stockholder value by (a) encouraging Employees, Outside Directors and Consultants to focus on critical
long-range objectives, (b) encouraging the attraction and retention of Employees, Outside Directors and Consultants with exceptional qualifications and (c) linking Employees, Outside Directors and Consultants directly to stockholder
interests through increased stock ownership. The Plan seeks to achieve this purpose by providing for Awards in the form of restricted shares, stock units, options (which may constitute incentive stock options or nonstatutory stock options) or stock
appreciation rights. 
 SECTION 2. DEFINITIONS. 
 (a) “Affiliate” shall mean any entity other than a Subsidiary, if the Company and/or one or more Subsidiaries own not less than 50% of such entity. 

(b) “Award” shall mean any award of an Option, a SAR, a Restricted Share or a Stock Unit under the Plan. 

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

(d) “Change in Control” shall mean the occurrence of any of the following events: 

 

	 	(i)	A change in the composition of the Board of Directors occurs, as a result of which fewer than one-half of the incumbent directors are directors who either:


 (A) Had been directors of the Company on the “look-back date” (as defined below) (the
“original directors”); or 
 (B) Were elected, or nominated for election, to the Board of Directors
with the affirmative votes of at least a majority of the aggregate of the original directors who were still in office at the time of the election or nomination and the directors whose election or nomination was previously so approved (the
“continuing directors”); or 
  

	 	(ii)	 Any “person” (as defined below) who by the acquisition or aggregation of securities, is or becomes the “beneficial owner” (as
defined in Rule 13d-3 



  

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under the Exchange Act), directly or indirectly, of securities of the Company representing 50% or more of the combined voting power of the Company’s then outstanding securities ordinarily
(and apart from rights accruing under special circumstances) having the right to vote at elections of directors (the “Base Capital Stock”); except that any change in the relative beneficial ownership of the Company’s securities by any
person resulting solely from a reduction in the aggregate number of outstanding shares of Base Capital Stock, and any decrease thereafter in such person’s ownership of securities, shall be disregarded until such person increases in any manner,
directly or indirectly, such person’s beneficial ownership of any securities of the Company; or 

  

	 	(iii)	The consummation of a merger or consolidation of the Company with or into another entity or any other corporate reorganization, if persons who were not stockholders of
the Company immediately prior to such merger, consolidation or other reorganization own immediately after such merger, consolidation or other reorganization 50% or more of the voting power of the outstanding securities of each of (A) the
continuing or surviving entity and (B) any direct or indirect parent corporation of such continuing or surviving entity; or 

  

	 	(iv)	The sale, transfer or other disposition of all or substantially all of the Company’s assets. 


For purposes of Subsection (d)(i) above, the term “look-back” date shall mean the later of (1) the Effective Date or
(2) the date 24 months prior to the date of the event that may constitute a Change in Control. 
 For purposes of
Subsection (d)(ii)) above, the term “person” shall have the same meaning as when used in Sections 13(d) and 14(d) of the Exchange Act but shall exclude (1) a trustee or other fiduciary holding securities under an employee benefit plan
maintained by the Company or a Parent or Subsidiary and (2) a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of the Stock. 

Any other provision of this Section 2(d) notwithstanding, a transaction shall not constitute a Change in Control if its sole purpose
is to change the state of the Company’s incorporation or to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction, and a
Change in Control shall not be deemed to occur if the Company files a registration statement with the United States Securities and Exchange Commission for the initial offering of Stock to the public. 

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

(f) “Committee” shall mean the Compensation Committee as designated by the Board of Directors, which is authorized to
administer the Plan, as described in Section 3 hereof. 

  

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 (g) “Company” shall mean Envivio, Inc. a Delaware corporation. 

(h) “Consultant” shall mean a consultant or advisor who provides bona fide services to the Company, a Parent, a
Subsidiary or an Affiliate as an independent contractor (not including service as a member of the Board of Directors) or a member of the board of directors of a Parent or a Subsidiary, in each case who is not an Employee. 

(i) “Employee” shall mean any individual who is a common-law employee of the Company, a Parent, a Subsidiary or an
Affiliate. 
 (j) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended. 

(k) “Exercise Price” shall mean, in the case of an Option, the amount for which one Share may be purchased upon exercise
of such Option, as specified in the applicable Stock Option Agreement. “Exercise Price,” in the case of a SAR, shall mean an amount, as specified in the applicable SAR Agreement, which is subtracted from the Fair Market Value of one Share
in determining the amount payable upon exercise of such SAR. 
 (l) “Fair Market Value” with respect to a
Share, shall mean the market price of one Share, determined by the Committee as follows: 
  

	 	(i)	If the Stock was traded over-the-counter on the date in question, then the Fair Market Value shall be equal to the last transaction price quoted for such date by the
OTC Bulletin Board or, if not so quoted, shall be equal to the mean between the last reported representative bid and asked prices quoted for such date by the principal automated inter-dealer quotation system on which the Stock is quoted or, if the
Stock is not quoted on any such system, by the Pink Quote system; 

  

	 	(ii)	If the Stock was traded on any established stock exchange (such as the New York Stock Exchange, The Nasdaq Global Market or The Nasdaq Global Select Market) or national
market system on the date in question, then the Fair Market Value shall be equal to the closing price reported for such date by the applicable exchange or system; and 


 

	 	(iii)	If none of the foregoing provisions is applicable, then the Fair Market Value shall be determined by the Committee in good faith on such basis as it deems appropriate.


 In all cases, the determination of Fair Market Value by the Committee shall be conclusive and binding on all persons.

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

 (n) “Nonstatutory Option” or “NSO” shall mean an employee stock option that is not an ISO.


  

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 (o) “Offeree” shall mean an individual to whom the Committee has offered
the right to acquire Shares under the Plan (other than upon exercise of an Option). 
 (p) “Option” shall mean
an ISO or Nonstatutory Option granted under the Plan and entitling the holder to purchase Shares. 
 (q)
“Optionee” shall mean an individual or estate who holds an Option or SAR. 
 (r) “Outside
Director” shall mean a member of the Board of Directors who is not a common-law employee of, or paid consultant to, the Company, a Parent or a Subsidiary. 
 (s) “Parent” shall mean any corporation (other than the Company) in an unbroken chain of corporations ending with the Company, if each of the corporations other than the Company owns
stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. A corporation that attains the status of a Parent on a date after the adoption of the Plan shall be a Parent
commencing as of such date. 
 (t) “Participant” shall mean an individual or estate who holds an Award.

 (u) “Plan” shall mean this 2012 Stock Incentive Plan of Envivio, Inc. as amended from time to time.

 (v) “Purchase Price” shall mean the consideration for which one Share may be acquired under the Plan (other
than upon exercise of an Option), as specified by the Committee. 
 (w) “Restricted Share” shall mean a Share
awarded under the Plan. 
 (x) “Restricted Share Agreement” shall mean the agreement between the Company and
the recipient of a Restricted Share which contains the terms, conditions and restrictions pertaining to such Restricted Shares. 

(y) “SAR” shall mean a stock appreciation right granted under the Plan. 

(z) “SAR Agreement” shall mean the agreement between the Company and an Optionee which contains the terms, conditions
and restrictions pertaining to his or her SAR. 
 (aa) “Service” shall mean service as an Employee, Consultant
or Outside Director, subject to such further limitations as may be set forth in the Plan or the applicable Stock Option Agreement, SAR Agreement, Restricted Share Agreement or Stock Unit Agreement. Service does not terminate when an Employee goes on
a bona fide leave of absence, that was approved by the Company in writing, if the terms of the leave provide for continued Service crediting, or when continued Service crediting is required by applicable law. However, for purposes of determining
whether an Option is entitled to ISO status, an Employee’s employment will be treated as terminating three months after such Employee went on leave, unless such Employee’s right to return to active work is guaranteed by law or by a
contract. Service terminates in any event when the approved leave ends, unless such Employee immediately returns to active work. The Company determines which leaves of absence count toward Service, and when Service terminates for all purposes under
the Plan. 

  

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 (bb) “Share” shall mean one share of Stock, as adjusted in accordance with
Section 11 (if applicable). 
 (cc) “Stock” shall mean the Common Stock of the Company. 

(dd) “Stock Option Agreement” shall mean the agreement between the Company and an Optionee that contains the terms,
conditions and restrictions pertaining to such Option. 
 (ee) “Stock Unit” shall mean a bookkeeping entry
representing the Company’s obligation to deliver one Share (or distribute cash) on a future date in accordance with the provisions of a Stock Unit Agreement. 
 (ff) “Stock Unit Agreement” shall mean the agreement between the Company and the recipient of a Stock Unit which contains the terms, conditions and restrictions pertaining to such Stock
Unit. 
 (gg) “Subsidiary” shall mean any corporation, if the Company and/or one or more other Subsidiaries own
not less than 50% of the total combined voting power of all classes of outstanding stock of such corporation. A corporation that attains the status of a Subsidiary on a date after the adoption of the Plan shall be considered a Subsidiary commencing
as of such date. 
 (hh) “Total and Permanent Disability” shall mean any permanent and total disability as
defined by Section 22(e)(3) of the Code. 
 SECTION 3. ADMINISTRATION. 

(a) Committee Composition. The Plan shall be administered by the Board or a Committee appointed by the Board. The Committee shall
consist of two or more directors of the Company. In addition, to the extent required by the Board, the composition of the Committee shall satisfy (i) such requirements as the Securities and Exchange Commission may establish for administrators
acting under plans intended to qualify for exemption under Rule 16b-3 (or its successor) under the Exchange Act; and (ii) such requirements as the Internal Revenue Service may establish for outside directors acting under plans intended to
qualify for exemption under Section 162(m)(4)(C) of the Code. 
 (b) Committee for Non-Officer Grants. The Board may
also appoint one or more separate committees of the Board, each composed of one or more directors of the Company who need not satisfy the requirements of Section 3(a), who may administer the Plan with respect to Employees who are not considered
officers or directors of the Company under Section 16 of the Exchange Act, may grant Awards under the Plan to such Employees and may determine all terms of such grants. Within the limitations of the preceding sentence, any reference in the Plan
to the Committee shall include such committee or committees appointed pursuant to the preceding sentence. To the extent permitted by applicable laws, the Board of Directors may also authorize one or more officers of the Company to designate
Employees, other than officers under Section 16 of the Exchange Act, to receive Awards and/or to determine the number of such Awards to be received by such persons; provided, however, that the Board of Directors shall specify the total number
of Awards that such officers may so award. 

  

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 (c) Committee Procedures. The Board of Directors shall designate one of the members
of the Committee as chairman. The Committee may hold meetings at such times and places as it shall determine. The acts of a majority of the Committee members present at meetings at which a quorum exists, or acts reduced to or approved in writing
(including via email) by all Committee members, shall be valid acts of the Committee. 
 (d) Committee Responsibilities.
Subject to the provisions of the Plan, the Committee shall have full authority and discretion to take the following actions: 
  

	 	(i)	To interpret the Plan and to apply its provisions; 

  

	 	(ii)	To adopt, amend or rescind rules, procedures and forms relating to the Plan; 


 

	 	(iii)	To adopt, amend or terminate sub-plans established for the purpose of satisfying applicable foreign laws including qualifying for preferred tax treatment under
applicable foreign tax laws; 

  

	 	(iv)	To authorize any person to execute, on behalf of the Company, any instrument required to carry out the purposes of the Plan; 


 

	 	(v)	To determine when Awards are to be granted under the Plan; 

  

	 	(vi)	To select the Offerees and Optionees; 

  

	 	(vii)	To determine the number of Shares to be made subject to each Award; 

  

	 	(viii)	To prescribe the terms and conditions of each Award, including (without limitation) the Exercise Price and Purchase Price, and the vesting or duration of the Award
(including accelerating the vesting of Awards, either at the time of the Award or thereafter, without the consent of the Participant), to determine whether an Option is to be classified as an ISO or as a Nonstatutory Option, and to specify the
provisions of the agreement relating to such Award; 

  

	 	(ix)	To amend any outstanding Award agreement, subject to applicable legal restrictions and to the consent of the Participant if the Participant’s rights or obligations
would be materially impaired; 

  

	 	(x)	To prescribe the consideration for the grant of each Award or other right under the Plan and to determine the sufficiency of such consideration;


  

	 	(xi)	To determine the disposition of each Award or other right under the Plan in the event of a Participant’s divorce or dissolution of marriage;


  

	 	(xii)	To determine whether Awards under the Plan will be granted in replacement of other grants under an incentive or other compensation plan of an acquired business;



  

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	 	(xiii)	To correct any defect, supply any omission, or reconcile any inconsistency in the Plan or any Award agreement; 


 

	 	(xiv)	To establish or verify the extent of satisfaction of any performance goals or other conditions applicable to the grant, issuance, exercisability, vesting and/or ability
to retain any Award; and 

  

	 	(xv)	To take any other actions deemed necessary or advisable for the administration of the Plan. 

 Subject to the requirements of applicable law, the Committee may designate persons other than members of the Committee to carry out its responsibilities and may prescribe such conditions and limitations
as it may deem appropriate, except that the Committee may not delegate its authority with regard to the selection for participation of or the granting of Options or other rights under the Plan to persons subject to Section 16 of the Exchange
Act. All decisions, interpretations and other actions of the Committee shall be final and binding on all Offerees, all Optionees, and all persons deriving their rights from an Offeree or Optionee. No member of the Committee shall be liable for any
action that he has taken or has failed to take in good faith with respect to the Plan, any Option, or any right to acquire Shares under the Plan. 
 SECTION 4. ELIGIBILITY. 
 (a) General Rule. Only common-law employees
of the Company, a Parent or a Subsidiary shall be eligible for the grant of ISOs. Only Employees, Consultants and Outside Directors shall be eligible for the grant of Restricted Shares, Stock Units, Nonstatutory Options or SARs. 

(b) Automatic Grants to Outside Directors. 
  

	 	(i)	 Each Outside Director who first joins the Board of Directors on or after the Effective Date, and who was not previously an Employee, shall receive on
the date of his or her election to the Board of Directors, subject to the approval of the Plan by the Company’s stockholders, a grant of a Nonstatutory Option to purchase a number of Shares equal to the quotient of (a) $200,000 divided by
(b) the per Share fair value of the Option as determined by the Committee based upon the Black-Scholes or other valuation method used by the Company for financial reporting purposes and calculated as of the date of grant. In lieu of the grant
of a Nonstatutory Option, the Board of Directors or the Committee may provide, in its discretion and prior to the Outside Director’s election to the Board of Directors, for a grant of Stock Units with respect to a number of Shares equal to the
quotient of (c) $200,000 divided by (d) the Fair Market Value of a Share on the date of grant. The Shares subject to each Award granted under this Section 4(b)(i) shall vest monthly over a 4-year period beginning on the day which is
one month after the date of grant, at a monthly rate of 2.0833% of the total number of Shares subject to such Award. Notwithstanding the foregoing, each such Award shall become




  

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vested if a Change in Control occurs with respect to the Company during the Outside Director’s Service. 


 

	 	(ii)	On the first business day following the conclusion of each regular annual meeting of the Company’s stockholders, commencing with the annual meeting occurring after
the Effective Date, each Outside Director who was not elected to the Board for the first time at such meeting and who has served on the Board of Directors for at least twelve months and will continue serving thereafter, shall receive a grant of a
Nonstatutory Option to purchase a number of Shares equal to the quotient of (a) $50,000 divided by (b) the per Share fair value of the Option as determined by the Committee based on the Black-Scholes or other valuation method used by the
Company for financial reporting purposes and calculated on the date of grant. In lieu of the grant of a Nonstatutory Option, the Board of Directors or the Committee may provide, in its discretion and prior to the date of grant, for the grant of
Stock Units with respect to a number of Shares equal to the quotient of (c) $50,000 divided by (d) the Fair Market Value of a Share on the date of grant. Each Award granted under this Section 4(b)(ii) shall vest on the first
anniversary of the date of grant; provided, however, that each such Award shall vest in full immediately prior to the next regular annual meeting of the Company’s stockholders following such date of grant in the event such meeting occurs prior
to such first anniversary date. Notwithstanding the foregoing, each Award granted under this Section 4(b)(ii) shall become vested if a Change in Control occurs with respect to the Company during the Outside Director’s Service.


  

	 	(iii)	The Exercise Price of all Nonstatutory Options granted to an Outside Director under this Section 4(b) shall be equal to 100% of the Fair Market Value of a Share on
the date of grant, payable in one of the forms described in Sections 8(a), (b), (d), or (f). 

  

	 	(iv)	All Nonstatutory Options granted to an Outside Director under this Section 4(b) shall terminate on the earlier of (A) the day before the tenth anniversary of
the date of grant of such Options or (B) the date twelve months after the termination of such Outside Director’s Service for any reason; provided, however, that any such Options that are not vested upon the termination of the Outside
Director’s Service as a member of the Board of Directors for any reason shall terminate immediately and may not be exercised. 

  

	 	(v)	The Board of Directors or the Committee in its discretion may change and otherwise revise the terms of the Awards granted to Outside Directors under this
Section 4(b), including, without limitation, the aggregate value or number of Shares subject thereto, or the type of Award to be granted under this Section 4(b), for Awards granted on or after the date the Board of Directors or Committee
determines to make any such change or revision. 


  

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 (c) Ten-Percent Stockholders. An Employee who owns more than 10% of the total
combined voting power of all classes of outstanding stock of the Company, a Parent or Subsidiary shall not be eligible for the grant of an ISO unless such grant satisfies the requirements of Section 422(c)(5) of the Code. 

(d) Attribution Rules. For purposes of Section 4(c) above, in determining stock ownership, an Employee shall be deemed to own
the stock owned, directly or indirectly, by or for such Employee’s brothers, sisters, spouse, ancestors and lineal descendants. Stock owned, directly or indirectly, by or for a corporation, partnership, estate or trust shall be deemed to be
owned proportionately by or for its stockholders, partners or beneficiaries. 
 (e) Outstanding Stock. For purposes of
Section 4(c) above, “outstanding stock” shall include all stock actually issued and outstanding immediately after the grant. “Outstanding stock” shall not include shares authorized for issuance under outstanding options held
by the Employee or by any other person. 
 SECTION 5. STOCK SUBJECT TO PLAN. 

(a) Basic Limitation. Shares offered under the Plan shall be authorized but unissued Shares or treasury Shares. The aggregate
number of Shares authorized for issuance as Awards under the Plan shall not exceed 200,000 Shares, plus (x) any Shares subject to outstanding options under the Company’s 2000 Stock Option Plan or 2010 Stock Incentive Plan (the
“Predecessor Plans”) on the Effective Date that are subsequently forfeited or terminated for any reason before being exercised, any Shares subject to vesting restrictions under the Predecessor Plans on the Effective Date that are
subsequently forfeited, and any reserved Shares not issued or subject to outstanding grants under the 2010 Stock Incentive Plan on the Effective Date, such number of additional Shares not to exceed an aggregate of 3,500,000 Shares, and (y) an
annual increase on the first day of each fiscal year beginning with fiscal year 2014 (i.e., on February 1, 2013) and ending with fiscal year 2023 (i.e., on February 1, 2022), in an amount equal to the lesser of (i) 2,000,000 Shares,
(ii) 4% of the outstanding Shares on the last day of the immediately preceding fiscal year or (iii) an amount determined by the Board (the “Absolute Share Limit”). The number of Shares that may be delivered in the aggregate
pursuant to the exercise of ISOs granted under the Plan shall not exceed the Absolute Share Limit plus, to the extent allowable under Section 422 of the Code and the Treasury Regulations promulgated thereunder, any Shares that become available
for issuance under the Plan pursuant to Section 5(c). The limitations of this Section 5(a) shall be subject to adjustment pursuant to Section 11. The number of Shares that are subject to Options or other Awards outstanding at any time
under the Plan shall not exceed the number of Shares which then remain available for issuance under the Plan. The Company shall at all times reserve and keep available sufficient Shares to satisfy the requirements of the Plan. 

(b) Section 162(m) Award Limitation. Notwithstanding any contrary provisions of the Plan, and subject to the provisions of
Section 11, no Participant may receive Options, SARs, Restricted Shares or Stock Units under the Plan in any calendar year that relate to an aggregate of more than 5,000,000 Shares, and no more than two times this amount in the first year of
employment, and the maximum aggregate amount of cash that may be paid to any Participant during any calendar year with respect to Awards payable in cash shall be $5,000,000. 

  

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 (c) Additional Shares. If Restricted Shares or Shares issued upon the exercise of
Options are forfeited, then such Shares shall again become available for Awards under the Plan. If Stock Units, Options or SARs are forfeited or terminate for any reason before being exercised or settled, or an Award is settled in cash without the
delivery of Shares to the holder, then any Shares subject to the Award shall again become available for Awards under the Plan. Only the number of Shares (if any) actually issued in settlement of Awards shall reduce the number available in
Section 5(a) and the balance shall again become available for Awards under the Plan. Any Shares withheld to satisfy the grant or exercise price or tax withholding obligation pursuant to any Award shall again become available for Awards under
the Plan. Notwithstanding the foregoing provisions of this Section 5(c), Shares that have actually been issued shall not again become available for Awards under the Plan, except for Shares that are forfeited and do not become vested.

 SECTION 6. RESTRICTED SHARES. 
 (a) Restricted Stock Agreement. Each grant of Restricted Shares under the Plan shall be evidenced by a Restricted Stock Agreement between the recipient and the Company. Such Restricted Shares shall
be subject to all applicable terms of the Plan and may be subject to any other terms that are not inconsistent with the Plan. The provisions of the various Restricted Stock Agreements entered into under the Plan need not be identical. 

(b) Payment for Awards. Restricted Shares may be sold or awarded under the Plan for such consideration as the Committee may
determine, including (without limitation) cash, cash equivalents, full-recourse promissory notes, past services and future services. 
 (c) Vesting. Each Award of Restricted Shares may or may not be subject to vesting. Vesting shall occur, in full or in installments, upon satisfaction of the conditions specified in the Restricted
Stock Agreement. A Restricted Stock Agreement may provide for accelerated vesting in the event of the Participant’s death, disability or retirement or other events. The Committee may determine, at the time of granting Restricted Shares of
thereafter, that all or part of such Restricted Shares shall become vested in the event that a Change in Control occurs with respect to the Company. 
 (d) Voting and Dividend Rights. The holders of Restricted Shares awarded under the Plan shall have the same voting, dividend and other rights as the Company’s other stockholders. A Restricted
Stock Agreement, however, may require that the holders of Restricted Shares invest any cash dividends received in additional Restricted Shares. Such additional Restricted Shares shall be subject to the same conditions and restrictions as the Award
with respect to which the dividends were paid. 
 (e) Restrictions on Transfer of Shares. Restricted Shares shall be
subject to such rights of repurchase, rights of first refusal or other restrictions as the Committee may determine. Such restrictions shall be set forth in the applicable Restricted Stock Agreement and shall apply in addition to any general
restrictions that may apply to all holders of Shares. 

  

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 SECTION 7. TERMS AND CONDITIONS OF OPTIONS. 

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

(b) Number of Shares. Each Stock Option Agreement shall specify the number of Shares that are subject to the Option and shall
provide for the adjustment of such number in accordance with Section 11. 
 (c) Exercise Price. Each Stock Option
Agreement shall specify the Exercise Price. The Exercise Price of an ISO shall not be less than 100% of the Fair Market Value of a Share on the date of grant, except as otherwise provided in 4(c), and the Exercise Price of an NSO shall not be less
100% of the Fair Market Value of a Share on the date of grant. Notwithstanding the foregoing, Options may be granted with an Exercise Price of less than 100% of the Fair Market Value per Share on the date of grant pursuant to a transaction described
in, and in a manner consistent with, Section 424(a) of the Code. Subject to the foregoing in this Section 7(c), the Exercise Price under any Option shall be determined by the Committee in its sole discretion. The Exercise Price shall be
payable in one of the forms described in Section 8. 
 (d) Withholding Taxes. As a condition to the exercise of an
Option, the Optionee shall make such arrangements as the Committee may require for the satisfaction of any federal, state, local or foreign withholding tax obligations that may arise in connection with such exercise. The Optionee shall also make
such arrangements as the Committee may require for the satisfaction of any federal, state, local or foreign withholding tax obligations that may arise in connection with the disposition of Shares acquired by exercising an Option. 

(e) Exercisability and Term. Each Stock Option Agreement shall specify the date when all or any installment of the Option is to
become exercisable. The Stock Option Agreement shall also specify the term of the Option; provided that the term of an ISO shall in no event exceed 10 years from the date of grant (five years for ISOs granted to Employees described in
Section 4(c)). A Stock Option Agreement may provide for accelerated exercisability in the event of the Optionee’s death, disability, or retirement or other events and may provide for expiration prior to the end of its term in the event of
the termination of the Optionee’s Service. Options may be awarded in combination with SARs, and such an Award may provide that the Options will not be exercisable unless the related SARs are forfeited. Subject to the foregoing in this
Section 7(e), the Committee at its sole discretion shall determine when all or any installment of an Option is to become exercisable and when an Option is to expire. 
 (f) Exercise of Options. Each Stock Option Agreement shall set forth the extent to which the Optionee shall have the right to exercise the Option following termination of the Optionee’s
Service with the Company and its Subsidiaries, and the right to exercise the Option of any executors or administrators of the Optionee’s estate or any person who has acquired such 

  

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Option(s) directly from the Optionee by bequest or inheritance. Such provisions shall be determined in the sole discretion of the Committee, need not be uniform among all Options issued pursuant
to the Plan, and may reflect distinctions based on the reasons for termination of Service. 
 (g) Effect of Change in
Control. The Committee may determine, at the time of granting an Option or thereafter, that such Option shall become exercisable as to all or part of the Shares subject to such Option in the event that a Change in Control occurs with respect to
the Company. 
 (h) No Rights as a Stockholder. An Optionee, or a transferee of an Optionee, shall have no rights as a
stockholder with respect to any Shares covered by his Option until the date of the issuance of a stock certificate for such Shares. No adjustments shall be made, except as provided in Section 11. 

(i) Modification, Extension and Renewal of Options. Within the limitations of the Plan, the Committee may modify, extend or renew
outstanding options or may accept the cancellation of outstanding options (to the extent not previously exercised), whether or not granted hereunder, in return for the grant of new Options for the same or a different number of Shares and at the same
or a different Exercise Price, or in return for the grant of a different Award for the same or a different number of Shares, without stockholder approval. The foregoing notwithstanding, no modification of an Option shall, without the consent of the
Optionee, materially impair his or her rights or obligations under such Option. 
 (j) Restrictions on Transfer of
Shares. Any Shares issued upon exercise of an Option shall be subject to such special forfeiture conditions, rights of repurchase, rights of first refusal and other transfer restrictions as the Committee may determine. Such restrictions shall be
set forth in the applicable Stock Option Agreement and shall apply in addition to any general restrictions that may apply to all holders of Shares. 
 (k) Buyout Provisions. The Committee may at any time (a) offer to buy out for a payment in cash or cash equivalents an Option previously granted or (b) authorize an Optionee to elect to
cash out an Option previously granted, in either case at such time and based upon such terms and conditions as the Committee shall establish. 

SECTION 8. PAYMENT FOR SHARES. 
 (a) General Rule. The entire Exercise Price or Purchase Price of Shares issued under the Plan shall be payable in lawful money of the United States of America at the time when such Shares are
purchased, except as provided in Section 8(b) through Section 8(g) below. 
 (b) Surrender of Stock. To the
extent that a Stock Option Agreement so provides, payment may be made all or in part by surrendering, or attesting to the ownership of, Shares which have already been owned by the Optionee or his representative. Such Shares shall be valued at their
Fair Market Value on the date when the new Shares are purchased under the Plan. The Optionee shall not surrender, or attest to the ownership of, Shares in payment of the Exercise 

  

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Price if such action would cause the Company to recognize compensation expense (or additional compensation expense) with respect to the Option for financial reporting purposes. 

(c) Services Rendered. At the discretion of the Committee, Shares may be awarded under the Plan in consideration of services
rendered to the Company or a Subsidiary. If Shares are awarded without the payment of a Purchase Price in cash, the Committee shall make a determination (at the time of the Award) of the value of the services rendered by the Offeree and the
sufficiency of the consideration to meet the requirements of Section 6(b). 
 (d) Cashless Exercise. To the extent
that a Stock Option Agreement so provides, payment may be made all or in part by delivery (on a form prescribed by the Committee) of an irrevocable direction to a securities broker to sell Shares and to deliver all or part of the sale proceeds to
the Company in payment of the aggregate Exercise Price. 
 (e) Exercise/Pledge. To the extent that a Stock Option
Agreement so provides, payment may be made all or in part by delivery (on a form prescribed by the Committee) of an irrevocable direction to a securities broker or lender to pledge Shares, as security for a loan, and to deliver all or part of the
loan proceeds to the Company in payment of the aggregate Exercise Price. 
 (f) Net Exercise. To the extent that a
Stock Option Agreement so provides, by a “net exercise” arrangement pursuant to which the number of Shares issuable upon exercise of the Option shall be reduced by the largest whole number of Shares having an aggregate Fair Market Value
that does not exceed the aggregate exercise price (plus tax withholdings, if applicable) and any remaining balance of the aggregate exercise price (and/or applicable tax withholdings) not satisfied by such reduction in the number of whole Shares to
be issued shall be paid by the Optionee in cash other form of payment permitted under the Stock Option Agreement. 
 (g)
Promissory Note. To the extent that a Stock Option Agreement or Restricted Stock Agreement so provides, payment may be made all or in part by delivering (on a form prescribed by the Company) a full-recourse promissory note. 

(h) Other Forms of Payment. To the extent that a Stock Option Agreement or Restricted Stock Agreement so provides, payment may be
made in any other form that is consistent with applicable laws, regulations and rules. 
 (i) Limitations under Applicable
Law. Notwithstanding anything herein or in a Stock Option Agreement or Restricted Stock Agreement to the contrary, payment may not be made in any form that is unlawful, as determined by the Committee in its sole discretion. 

SECTION 9. STOCK APPRECIATION RIGHTS. 
 (a) SAR Agreement. Each grant of a SAR under the Plan shall be evidenced by a SAR Agreement between the Optionee and the Company. Such SAR shall be subject to all applicable terms of the Plan and
may be subject to any other terms that are not inconsistent with the Plan. The provisions of the various SAR Agreements entered into under the Plan need not be identical. 

  

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 (b) Number of Shares. Each SAR Agreement shall specify the number of Shares to which
the SAR pertains and shall provide for the adjustment of such number in accordance with Section 11. 
 (c) Exercise
Price. Each SAR Agreement shall specify the Exercise Price. The Exercise Price of a SAR shall not be less than 100% of the Fair Market Value of a Share on the date of grant. Notwithstanding the foregoing, SARs may be granted with an Exercise
Price of less than 100% of the Fair Market Value per Share on the date of grant pursuant to a transaction described in, and in a manner consistent with, Section 424(a) of the Code. Subject to the foregoing in this Section 9(c), the
Exercise Price under any SAR shall be determined by the Committee in its sole discretion. 
 (d) Exercisability and Term.
Each SAR Agreement shall specify the date when all or any installment of the SAR is to become exercisable. The SAR Agreement shall also specify the term of the SAR. A SAR Agreement may provide for accelerated exercisability in the event of the
Optionee’s death, disability or retirement or other events and may provide for expiration prior to the end of its term in the event of the termination of the Optionee’s service. SARs may be awarded in combination with Options, and such an
Award may provide that the SARs will not be exercisable unless the related Options are forfeited. A SAR may be included in an ISO only at the time of grant but may be included in an NSO at the time of grant or thereafter. A SAR granted under the
Plan may provide that it will be exercisable only in the event of a Change in Control. 
 (e) Effect of Change in
Control. The Committee may determine, at the time of granting a SAR or thereafter, that such SAR shall become fully exercisable as to all Common Shares subject to such SAR in the event that a Change in Control occurs with respect to the Company.

 (f) Exercise of SARs. Upon exercise of a SAR, the Optionee (or any person having the right to exercise the SAR after
his or her death) shall receive from the Company (a) Shares, (b) cash or (c) a combination of Shares and cash, as the Committee shall determine. The amount of cash and/or the Fair Market Value of Shares received upon exercise of SARs
shall, in the aggregate, be equal to the amount by which the Fair Market Value (on the date of surrender) of the Shares subject to the SARs exceeds the Exercise Price. 
 (g) Modification or Assumption of SARs. Within the limitations of the Plan, the Committee may modify, extend or assume outstanding SARs or may accept the cancellation of outstanding SARs (whether
granted by the Company or by another issuer) in return for the grant of new SARs for the same or a different number of shares and at the same or a different exercise price, or in return for the grant of a different Award for the same or a different
number of Shares, without stockholder approval. The foregoing notwithstanding, no modification of a SAR shall, without the consent of the holder, materially impair his or her rights or obligations under such SAR. 

(h) Buyout Provisions. The Committee may at any time (a) offer to buy out for a payment in cash or cash equivalents a SAR
previously granted, or (b) authorize an Optionee to 

  

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elect to cash out a SAR previously granted, in either case at such time and based upon such terms and conditions as the Committee shall establish. 

 

	SECTION 10.	STOCK UNITS. 

 (a)
Stock Unit Agreement. Each grant of Stock Units under the Plan shall be evidenced by a Stock Unit Agreement between the recipient and the Company. Such Stock Units shall be subject to all applicable terms of the Plan and may be subject to any
other terms that are not inconsistent with the Plan. The provisions of the various Stock Unit Agreements entered into under the Plan need not be identical. 
 (b) Payment for Awards. To the extent that an Award is granted in the form of Stock Units, no cash consideration shall be required of the Award recipients. 

(c) Vesting Conditions. Each Award of Stock Units may or may not be subject to vesting. Vesting shall occur, in full or in
installments, upon satisfaction of the conditions specified in the Stock Unit Agreement. A Stock Unit Agreement may provide for accelerated vesting in the event of the Participant’s death, disability or retirement or other events. The Committee
may determine, at the time of granting Stock Units or thereafter, that all or part of such Stock Units shall become vested in the event that a Change in Control occurs with respect to the Company. 

(d) Voting and Dividend Rights. The holders of Stock Units shall have no voting rights. Prior to settlement or forfeiture, any
Stock Unit awarded under the Plan may, at the Committee’s discretion, carry with it a right to dividend equivalents. Such right entitles the holder to be credited with an amount equal to all cash dividends paid on one Share while the Stock Unit
is outstanding. Dividend equivalents may be converted into additional Stock Units. Settlement of dividend equivalents may be made in the form of cash, in the form of Shares, or in a combination of both. Prior to distribution, any dividend
equivalents which are not paid shall be subject to the same conditions and restrictions (including without limitation, any forfeiture conditions) as the Stock Units to which they attach. 

(e) Form and Time of Settlement of Stock Units. Settlement of vested Stock Units may be made in the form of (a) cash,
(b) Shares or (c) any combination of both, as determined by the Committee. The actual number of Stock Units eligible for settlement may be larger or smaller than the number included in the original Award, based on predetermined performance
factors. Methods of converting Stock Units into cash may include (without limitation) a method based on the average Fair Market Value of Shares over a series of trading days. A Stock Unit Agreement may provide that vested Stock Units may be settled
in a lump sum or in installments. A Stock Unit Agreement may provide that the distribution may occur or commence when all vesting conditions applicable to the Stock Units have been satisfied or have lapsed, or it may be deferred to any later date.
The amount of a deferred distribution may be increased by an interest factor or by dividend equivalents. Until an Award of Stock Units is settled, the number of such Stock Units shall be subject to adjustment pursuant to Section 11. 

(f) Death of Recipient. Any Stock Units Award that becomes payable after the recipient’s death shall be distributed to the
recipient’s beneficiary or beneficiaries. Each recipient 

  

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of a Stock Units Award under the Plan shall designate one or more beneficiaries for this purpose by filing the prescribed form with the Company. A beneficiary designation may be changed by filing
the prescribed form with the Company at any time before the Award recipient’s death. If no beneficiary was designated or if no designated beneficiary survives the Award recipient, then any Stock Units Award that becomes payable after the
recipient’s death shall be distributed to the recipient’s estate. 
 (g) Creditors’ Rights. A holder of
Stock Units shall have no rights other than those of a general creditor of the Company. Stock Units represent an unfunded and unsecured obligation of the Company, subject to the terms and conditions of the applicable Stock Unit Agreement.

  

	SECTION 11.	ADJUSTMENT OF SHARES. 


(a) Adjustments. In the event of a subdivision of the outstanding Stock, a declaration of a dividend payable in Shares, a
declaration of a dividend payable in a form other than Shares in an amount that has a material effect on the price of Shares, a combination or consolidation of the outstanding Stock (by reclassification or otherwise) into a lesser number of Shares,
a recapitalization, a spin-off or a similar occurrence, the Committee shall make appropriate and equitable adjustments in: 
  

	 	(i)	The number of Options, SARs, Restricted Shares and Stock Units available for future Awards under Section 5; 


 

	 	(ii)	The limitations set forth in Sections 5(a) and (b); 

  

	 	(iii)	The number of Shares covered by each outstanding Option and SAR; 

  

	 	(iv)	The Exercise Price under each outstanding Option and SAR; and 

  

	 	(v)	The number of Stock Units included in any prior Award which has not yet been settled. 


(b) Dissolution or Liquidation. To the extent not previously exercised or settled, Options, SARs and Stock Units shall terminate
immediately prior to the dissolution or liquidation of the Company. 
 (c) Reorganizations. In the event that the Company
is a party to a merger or other reorganization, outstanding Awards shall be subject to the agreement of merger or reorganization. Subject to compliance with Section 409A of the Code, such agreement shall provide for: 

 

	 	(i)	The continuation of the outstanding Awards by the Company, if the Company is a surviving corporation; 


 

	 	(ii)	The assumption of the outstanding Awards by the surviving corporation or its parent or subsidiary; 


  

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	 	(iii)	The substitution by the surviving corporation or its parent or subsidiary of its own awards for the outstanding Awards; 


 

	 	(iv)	Full exercisability or vesting and accelerated expiration of the outstanding Awards; or 


 

	 	(v)	Settlement of the intrinsic value of the outstanding Awards in cash or cash equivalents followed by cancellation of such Awards. 


(d) Reservation of Rights. Except as provided in this Section 11, a Participant shall have no rights by reason of any
subdivision or consolidation of shares of stock of any class, the payment of any dividend or any other increase or decrease in the number of shares of stock of any class. Any issue by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number or Exercise Price of Shares subject to an Award. The grant of an Award pursuant to the Plan shall not
affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations or changes of its capital or business structure, to merge or consolidate or to dissolve, liquidate, sell or transfer all or any part of its
business or assets. In the event of any change affecting the Shares or the Exercise Price of Shares subject to an Award, including a merger or other reorganization, for reasons of administrative convenience, the Company in its sole discretion may
refuse to permit the exercise of any Award during a period of up to thirty (30) days prior to the occurrence of such event. 
  

	SECTION 12.	DEFERRAL OF AWARDS. 


(a) Committee Powers. Subject to compliance with Section 409A of the Code, the Committee (in its sole discretion) may permit
or require a Participant to: 
  

	 	(i)	Have cash that otherwise would be paid to such Participant as a result of the exercise of a SAR or the settlement of Stock Units credited to a deferred compensation
account established for such Participant by the Committee as an entry on the Company’s books; 

  

	 	(ii)	Have Shares that otherwise would be delivered to such Participant as a result of the exercise of an Option or SAR converted into an equal number of Stock Units; or


  

	 	(iii)	Have Shares that otherwise would be delivered to such Participant as a result of the exercise of an Option or SAR or the settlement of Stock Units converted into
amounts credited to a deferred compensation account established for such Participant by the Committee as an entry on the Company’s books. Such amounts shall be determined by reference to the Fair Market Value of such Shares as of the date when
they otherwise would have been delivered to such Participant. 

 (b) General Rules. A deferred compensation
account established under this Section 12 may be credited with interest or other forms of investment return, as determined by the 

  

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Committee. A Participant for whom such an account is established shall have no rights other than those of a general creditor of the Company. Such an account shall represent an unfunded and
unsecured obligation of the Company and shall be subject to the terms and conditions of the applicable agreement between such Participant and the Company. If the deferral or conversion of Awards is permitted or required, the Committee (in its sole
discretion) may establish rules, procedures and forms pertaining to such Awards, including (without limitation) the settlement of deferred compensation accounts established under this Section 12. 

 

	SECTION 13.	AWARDS UNDER OTHER PLANS. 


The Company may grant awards under other plans or programs. Such awards may be settled in the form of Shares issued under this Plan. Such
Shares shall be treated for all purposes under the Plan like Shares issued in settlement of Stock Units and shall, when issued, reduce the number of Shares available under Section 5. 

 

	SECTION 14.	PAYMENT OF DIRECTOR’S FEES IN SECURITIES. 

 (a) Effective Date. No provision of this Section 14 shall be effective unless and until the Board has determined to implement such provision. 

(b) Elections to Receive NSOs, Restricted Shares or Stock Units. An Outside Director may elect to receive his or her annual
retainer payments and/or meeting fees from the Company in the form of cash, NSOs, Restricted Shares or Stock Units, or a combination thereof, as determined by the Board. Such NSOs, Restricted Shares and Stock Units shall be issued under the Plan. An
election under this Section 14 shall be filed with the Company on the prescribed form. 
 (c) Number and Terms of NSOs,
Restricted Shares or Stock Units. The number of NSOs, Restricted Shares or Stock Units to be granted to Outside Directors in lieu of annual retainers and meeting fees that would otherwise be paid in cash shall be calculated in a manner
determined by the Board. The terms of such NSOs, Restricted Shares or Stock Units shall also be determined by the Board. 
  

	SECTION 15.	LEGAL AND REGULATORY REQUIREMENTS. 

 Shares shall not be issued under the Plan unless the issuance and delivery of such Shares complies with (or is exempt from) all applicable requirements of law, including (without limitation) the
Securities Act of 1933, as amended, the rules and regulations promulgated thereunder, state securities laws and regulations and the regulations of any stock exchange on which the Company’s securities may then be listed, and the Company has
obtained the approval or favorable ruling from any governmental agency which the Company determines is necessary or advisable. The Company shall not be liable to a Participant or other persons as to: (a) the non-issuance or sale of Shares as to
which the Company has not obtained from any regulatory body having jurisdiction the authority deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares under the Plan; and (b) any tax consequences
expected, but not realized, by any Participant or other person due to the receipt, exercise or settlement of any Award granted under the Plan. 

  

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	SECTION 16.	WITHHOLDING TAXES. 


(a) General. To the extent required by applicable federal, state, local or foreign law, a Participant or his or her successor shall
make arrangements satisfactory to the Company for the satisfaction of any withholding tax obligations that arise in connection with the Plan. The Company shall not be required to issue any Shares or make any cash payment under the Plan until such
obligations are satisfied. 
 (b) Share Withholding. The Committee may permit a Participant to satisfy all or part of his
or her withholding or income tax obligations by having the Company withhold all or a portion of any Shares that otherwise would be issued to him or her or by surrendering all or a portion of any Shares that he or she previously acquired. Such Shares
shall be valued at their Fair Market Value on the date when taxes otherwise would be withheld in cash. In no event may a Participant have Shares withheld that would otherwise be issued to him or her in excess of the number necessary to satisfy the
minimum legally required tax withholding. 
  

	SECTION 17.	OTHER PROVISIONS APPLICABLE TO AWARDS. 

 (a) Transferability. Unless the agreement evidencing an Award (or an amendment thereto authorized by the Committee) expressly provides otherwise, no Award granted under this Plan, nor any interest
in such Award, may be sold, assigned, conveyed, gifted, pledged, hypothecated or otherwise transferred in any manner (prior to the vesting and lapse of any and all restrictions applicable to Shares issued under such Award), other than by will or the
laws of descent and distribution; provided, however, that an ISO may be transferred or assigned only to the extent consistent with Section 422 of the Code. Any purported assignment, transfer or encumbrance in violation of this
Section 17(a) shall be void and unenforceable against the Company. 
 (b) Substitution and Assumption of
Awards. The Committee may make Awards under the Plan by assumption, substitution or replacement of stock options, stock appreciation rights, stock units or similar awards granted by another entity (including a Parent or Subsidiary), if such
assumption, substitution or replacement is in connection with an asset acquisition, stock acquisition, merger, consolidation or similar transaction involving the Company (and/or its Parent or Subsidiary) and such other entity (and/or its affiliate).
Notwithstanding any provision of the Plan (other than the maximum number of Shares that may be issued under the Plan), the terms of such assumed, substituted or replaced Awards shall be as the Committee, in its discretion, determines is appropriate.

 (c) Qualifying Performance Criteria. The number of Shares or other benefits granted, issued, retainable and/or vested
under an Award may be made subject to the attainment of performance goals. The Committee may utilize any performance criteria selected by it in its sole discretion to establish performance goals; provided, however, that where any Award is intended
to qualify for exemption from the deduction limitation of Section 162(m) of the Code as “qualified performance-based compensation,” the following conditions shall apply: 

(i) The amount potentially available under an Award shall be subject to the attainment of pre-established, objective
performance goals relating to a specified period 

  

ENVIVIO, INC. 
 2012 STOCK INCENTIVE PLAN 
 - 19 -









 
of service based on one or more of the following performance criteria: (a) cash flow, (b) earnings per share, (c) earnings before interest, taxes and amortization, (d) return on equity, (e) total
stockholder return, (f) share price performance, (g) return on capital, (h) return on assets or net assets, (i) revenue, (j) income or net income, (k) operating income or net operating income, (l) operating profit or net operating profit, (m)
operating margin or profit margin, (n) return on operating revenue, (o) return on invested capital, (p) market segment shares, (q) costs, (r) expenses, (s) regulatory body approval for commercialization of a product, or (t) implementation or
completion of critical projects (“Qualifying Performance Criteria”), any of which may be measured either individually, alternatively or in any combination, applied to either the Company as a whole or to a business unit or Subsidiary,
either individually, alternatively or in any combination, and measured either annually or cumulatively over a period of years, on an absolute basis or relative to a pre-established target, to previous years’ results or to a designated
comparison group or index, in each case as specified by the Committee in the Award; 
 (ii) The Committee may
appropriately adjust any evaluation of performance under a Qualifying Performance Criteria to exclude any of the following events that occurs during a performance period: (i) asset write-downs, (ii) litigation or claim judgments or settlements,
(iii) the effect of changes in tax law, accounting principles or other such laws or provisions affecting reported results, (iv) accruals for reorganization and restructuring programs and (v) any extraordinary nonrecurring items as described in
Accounting Principles Board Opinion No. 30 and/or in managements’ discussion and analysis of financial condition and results of operations appearing in the Company’s annual report to stockholders for the applicable year, in each case
within the time prescribed by, and otherwise in compliance with, Section 162(m) of the Code; 
 (iii) The
Committee shall establish the applicable performance goals in writing and an objective method for determining the Award earned by a Participant if the goals are attained, while the outcome is substantially uncertain and not later than the 90th day
of the performance period (but in no event after 25% of the period of service with respect to which the performance goals relate has elapsed), and shall determine and certify in writing, for each Participant, the extent to which the performance
goals have been met prior to payment or vesting of the Award; and 
 (iv) The Committee may not in any event
increase the amount of compensation payable under the Plan upon the attainment of the pre-established performance goals to a Participant who is a “covered employee” within the meaning of Section 162(m) of the Code. 

 

	SECTION 18.	NO EMPLOYMENT RIGHTS. 

 No
provision of the Plan, nor any Award granted under the Plan, shall be construed to give any person any right to become, to be treated as, or to remain an Employee or Consultant. The Company and its Subsidiaries reserve the right to terminate any
person’s Service at any time and for any reason, with or without notice. 

  

ENVIVIO, INC. 
 2012 STOCK INCENTIVE PLAN 
 - 20 -










	SECTION 19.	DURATION AND AMENDMENTS. 


(a) Term of the Plan. The Plan, as set forth herein, shall terminate automatically ten years after the date of its amendment and
restatement by the Board of Directors, and may be terminated on any earlier date pursuant to Subsection (b) below. 
 (b)
Right to Amend or Terminate the Plan. The Board of Directors may amend or terminate the Plan at any time and from time to time. Rights and obligations under any Award granted before amendment of the Plan shall not be materially impaired by such
amendment, except with consent of the Participant. An amendment of the Plan shall be subject to the approval of the Company’s stockholders only to the extent required by applicable laws, regulations or rules. 

(c) Effect of Termination. No Awards shall be granted under the Plan after the termination thereof. The termination of the Plan
shall not affect Awards previously granted under the Plan. 
 [Remainder of this page intentionally left blank] 

  

ENVIVIO, INC. 
 2012 STOCK INCENTIVE PLAN 
 - 21 -










	SECTION 20.	EXECUTION. 

 To record the
adoption of the Plan by the Board of Directors, the Company has caused its authorized officer to execute the same. 
  

			
	Envivio, Inc.
		
	By	 	 /s/ Julien Signes

		
	Name	 	 Julien Signes

		
	Title	 	 CEO




  

ENVIVIO, INC. 
 2012 STOCK INCENTIVE PLAN 
 - 22 -









 U.S. and Foreign 

ENVIVIO, INC. 
 2012 STOCK INCENTIVE PLAN 
 NOTICE OF STOCK OPTION GRANT 

You have been granted the following Option to purchase Common Stock of Envivio, Inc. (the “Company”) under the Company’s
2012 Stock Incentive Plan (the “Plan”): 
  

			
	Name of Optionee:	  	[Name of Optionee]
		
	Total Number of Option Shares Granted:	  	[Total Number of Shares]
		
	Type of Option:	  	 ̈  Incentive Stock Option
		
		  	 ̈  Nonstatutory Stock Option
		
	Exercise Price Per Share:	  	$        
		
	Grant Date:	  	[Date of Grant]
		
	Vesting Commencement Date:	  	[Vesting Commencement Date]
		
	Vesting Schedule:	  	[This Option becomes exercisable with respect to the first 1/4th of the Shares subject to this Option when you complete 12 months of continuous Service as an Employee or a
Consultant from the Vesting Commencement Date. Thereafter, this Option becomes exercisable with respect to an additional 1/48th of the Shares subject to this Option when you complete each additional month of such Service.] [Vesting TBD by Bd or
comm.]
		
	Expiration Date:	  	[Expiration Date] This Option expires earlier if your Service terminates earlier, as described in the Stock Option Agreement.

 By your signature and the signature of the Company’s representative below, you and the Company
agree that this Option is granted under and governed by the term and conditions of the Plan and the Stock Option Agreement (the “Agreement”), both of which are attached to and made a part of this document. 

By signing this document you further agree that the Company may deliver by e-mail all documents relating to the Plan or this Award
(including without limitation, prospectuses required by the Securities and Exchange Commission) and all other documents that the Company is required to deliver to its security holders (including without limitation, annual reports and proxy
statements). You also agree that the Company may deliver these documents by posting them on a website maintained by the Company or by a third party under contract with the Company. If the Company posts these documents on a website, it will notify
you by e-mail. 
  

							
	OPTIONEE:	 		 	ENVIVIO, INC.
				
	  
	 		 	By:	 	  

	Optionee’s Signature	 		 		 	
				
	  
	 		 	Title:	 	  

	Optionee’s Printed Name	 		 		 	








 ENVIVIO, INC. 
 2012 STOCK INCENTIVE PLAN 
 STOCK OPTION AGREEMENT 

 

			
	Tax Treatment	  	This Option is intended to be an incentive stock option under Section 422 of the Internal Revenue Code or a nonstatutory option, as provided in the Notice of Stock Option Grant.
Even if this Option is designated as an incentive stock option, it shall be deemed to be a nonstatutory option to the extent required by the $100,000 annual limitation under Section 422(d) of the Internal Revenue Code.
		
	Vesting	  	This Option becomes exercisable in installments, as shown in the Notice of Stock Option Grant. This Option will in no event become exercisable for additional Shares after your
Service as an Employee or a Consultant has terminated for any reason.
		
	Term	  	This Option expires in any event at the close of business at Company headquarters on the day before the 10th anniversary of the Grant Date, as shown on the Notice of Stock Option
Grant (fifth anniversary for a more than 10% shareholder as provided under the Plan if this is an incentive stock option). This Option may expire earlier if your Service terminates, as described below.
		
	Regular Termination	  	If your Service terminates for any reason except death or “Total and Permanent Disability” (as defined in the Plan), then this Option will expire at the close of
business at Company headquarters on the date three (3) months after the date your Service terminates (or, if earlier, the Expiration Date). The Company determines when your Service terminates for this purpose and all purposes under the Plan and its
determinations are conclusive and binding on all persons.
		
	Death	  	If your Service terminates because of death, then this Option will expire at the close of business at Company headquarters on the date 12 months after the date your Service
terminates (or, if earlier, the Expiration Date). During that period of up to 12 months, your estate or heirs may exercise the Option.
		
	Disability	  	If your Service terminates because of your Total and Permanent Disability, then this Option will expire at the close of business at Company headquarters on the date 12 months
after the date your Service terminates (or, if earlier, the Expiration Date).









			
	Leaves of Absence	  	For purposes of this Option, your Service does not terminate when you go on a military leave, a sick leave or another bona fide leave of absence, if the leave was approved by the
Company in writing and if continued crediting of Service is required by the terms of the leave or by applicable law. But your Service terminates when the approved leave ends, unless you immediately return to active work.
		
		  	If you go on a leave of absence, then the vesting schedule specified in the Notice of Stock Option Grant may be adjusted in accordance with the Company’s leave of absence
policy or the terms of your leave. If you commence working on a part-time basis, then the vesting schedule specified in the Notice of Stock Option Grant may be adjusted in accordance with the Company’s part-time work policy or the terms of an
agreement between you and the Company pertaining to your part-time schedule.
		
	Restrictions on Exercise	  	The Company will not permit you to exercise this Option if the issuance of Shares at that time would violate any law or regulation. The inability of the Company to obtain
approval from any regulatory body having authority deemed by the Company to be necessary to the lawful issuance and sale of the Company stock pursuant to this Option shall relieve the Company of any liability with respect to the non-issuance or sale
of the Company stock as to which such approval shall not have been obtained.
		
	Notice of Exercise	  	When you wish to exercise this Option you must provide a notice of exercise form in accordance with such procedures as are established by the Company and communicated to you from
time to time. Any notice of exercise must specify how many Shares you wish to purchase and how your Shares should be registered. The notice of exercise will be effective when it is received by the Company. If someone else wants to exercise this
Option after your death, that person must prove to the Company’s satisfaction that he or she is entitled to do so.
		
	Form of Payment	  	When you submit your notice of exercise, you must include payment of the Option exercise price for the Shares you are purchasing. Payment may be made in the following
form(s):
		
		  	 •      Your personal check, a cashier’s check or a money
order.










			
		  	 •        Certificates for Shares that you own, along with any forms needed to
effect a transfer of those Shares to the Company. The value of the Shares, determined as of the effective date of the Option exercise, will be applied to the Option exercise price. Instead of surrendering Shares, you may attest to the ownership of
those Shares on a form provided by the Company and have the same number of Shares subtracted from the Shares issued to you upon exercise of the Option. However, you may not surrender or attest to the ownership of Shares in payment of the exercise
price if your action would cause the Company to recognize a compensation expense (or additional compensation expense) with respect to this Option for financial reporting purposes.

		
		  	 •        By delivery on a form approved by the Company of an irrevocable
direction to a securities broker approved by the Company to sell all or part of the Shares that are issued to you when you exercise this Option and to deliver to the Company from the sale proceeds an amount sufficient to pay the Option exercise
price and any withholding taxes. The balance of the sale proceeds, if any, will be delivered to you. The directions must be given by providing a notice of exercise form approved by the Company.

		
		  	 •        By delivery on a form approved by the Company of an irrevocable
direction to a securities broker or lender approved by the Company to pledge Shares that are issued to you when you exercise this Option as security for a loan and to deliver to the Company from the loan proceeds an amount sufficient to pay the
Option exercise price and any withholding taxes. The directions must be given by providing a notice of exercise form approved by the Company.

		
		  	 •        If permitted by the Committee, by a “net exercise” arrangement
pursuant to which the number of Shares issuable upon exercise of the Option shall be reduced by the largest whole number of Shares having an aggregate Fair Market Value that does not exceed the aggregate exercise price (plus tax withholdings, if
applicable) and any remaining balance of the aggregate exercise price (and/or applicable tax withholdings) not satisfied by such reduction in the number of whole Shares to be issued shall be paid by you in cash other form of payment permitted under
this Option. The directions must be given by providing a notice of exercise form approved by the Company.

		
		  	 •        Any other form permitted by the Committee in its sole
discretion.

		
		  	Notwithstanding the foregoing, payment may not be made in any form that is unlawful, as determined by the Committee in its sole discretion.
		
	Withholding Taxes and Stock Withholding	  	Regardless of any action the Company or your actual employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, payment on
account or other tax-related withholding (“Tax-Related Items”), you acknowledge that the ultimate liability for all Tax-Related Items legally due by you is and remains your responsibility and









			
		  	 that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related
Items in connection with any aspect of the Option grant, including the grant, vesting or exercise of the Option, the subsequent sale of Shares acquired pursuant to such exercise and the receipt of any dividends; and (2) do not commit to
structure the terms of the grant or any aspect of the Option to reduce or eliminate your liability for Tax-Related Items.
  
 Prior to exercise of the Option, you shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all withholding and payment on account obligations of the Company
and/or the Employer. In this regard, you authorize the Company and/or the Employer to withhold all applicable Tax-Related Items legally payable by you from your wages or other cash compensation paid to you by the Company and/or the Employer. With
the Company’s consent, these arrangements may also include, if permissible under local law, (a) withholding Shares that otherwise would be issued to you when you exercise this Option, provided that the Company only withholds the amount of
Shares necessary to satisfy the minimum statutory withholding amount, (b) having the Company withhold taxes from the proceeds of the sale of the Shares, either through a voluntary sale or through a mandatory sale arranged by the Company (on your
behalf pursuant to this authorization), or (c) any other arrangement approved by the Company. The Fair Market Value of these Shares, determined as of the effective date of the Option exercise, will be applied as a credit against the withholding
taxes. Finally, you shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of your participation in the Plan or your purchase of Shares that cannot be
satisfied by the means previously described. The Company may refuse to honor the exercise and refuse to deliver the Shares if you fail to comply with your obligations in connection with the Tax-Related Items as described in this
section.

		
	Restrictions on Resale	  	You agree not to sell any Shares at a time when applicable laws, Company policies or an agreement between the Company and its underwriters prohibit a sale. This restriction will
apply as long as your Service continues and for such period of time after the termination of your Service as the Company may specify.
		
	Transfer of Option	  	In general, only you can exercise this Option prior to your death. You may not sell, transfer, assign, pledge or otherwise dispose of this Option, other than as designated by you
by will or by the laws of descent and distribution, except as provided below. For instance, you may not use this Option as security for a loan. If you attempt to do any of these things, this Option will immediately become invalid. You may in any
event dispose of this Option in your will. Regardless of any marital property settlement agreement, the Company is not obligated to honor a notice of exercise









			
	 	  	from your former spouse, nor is the Company obligated to recognize your former spouse’s interest in
your Option in any other way.
		
		  	However, if this Option is designated as a nonstatutory stock option in the Notice of Stock Option Grant, then the Committee may, in its sole discretion, allow you to transfer
this Option as a gift to one or more family members. For purposes of this Agreement, “family member” means a 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 individual sharing your household (other than a tenant or employee), a trust in which one or more of these individuals have more
than 50% of the beneficial interest, a foundation in which you or one or more of these persons control the management of assets, and any entity in which you or one or more of these persons own more than 50% of the voting interest.
		
		  	In addition, if this Option is designated as a nonstatutory stock option in the Notice of Stock Option Grant, then the Committee may, in its sole discretion, allow you to
transfer this option to your spouse or former spouse pursuant to a domestic relations order in settlement of marital property rights.
		
		  	The Committee will allow you to transfer this Option only if both you and the transferee(s) execute the forms prescribed by the Committee, which include the consent of the
transferee(s) to be bound by this Agreement.
		
	Retention Rights	  	Neither your Option nor this Agreement gives you the right to be employed or retained by the Company or a subsidiary of the Company in any capacity. The Company and its
subsidiaries reserve the right to terminate your Service at any time, with or without cause.
		
	Shareholder Rights	  	Your Options carry neither voting rights nor rights to dividends. You, or your estate or heirs, have no rights as a shareholder of the Company unless and until you have exercised
this Option by giving the required notice to the Company and paying the exercise price. No adjustments will be made for dividends or other rights if the applicable record date occurs before you exercise this Option, except as described in the
Plan.
		
	Adjustments	  	In the event of a stock split, a stock dividend or a similar change in Company Shares, the number of Shares covered by this Option and the exercise price per Share shall be
adjusted pursuant to the Plan.
		
	Successors and Assigns	  	Except as otherwise provided in the Plan or this Agreement, every term of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective
heirs, legatees, legal representatives, successors, transferees and assigns.
		
	Notice	  	Any notice required or permitted under this Agreement shall be given in writing and shall be deemed effectively given upon the earliest of personal delivery, receipt or the third
full day following mailing with postage and









			
		  	fees prepaid, addressed to the other party hereto at the address last known in the Company’s records or at such other address as such party may designate by ten (10)
days’ advance written notice to the other party hereto.
		
	Applicable Law	  	This Agreement will be interpreted and enforced under the laws of the State of California (without regard to their choice-of-law provisions).
		
	Miscellaneous	  	 You understand and acknowledge that (i) the Plan is entirely discretionary, (ii) the Company and your employer have reserved the
right to amend, suspend or terminate the Plan at any time, (iii) the grant of an option does not in any way create any contractual or other right to receive additional grants of options (or benefits in lieu of options) at any time or in any amount
and (iv) all determinations with respect to any additional grants, including (without limitation) the times when options will be granted, the number of Shares offered, the exercise price and the vesting schedule, will be at the sole discretion of
the Company.
  
 The value of this Option shall be an extraordinary item of
compensation outside the scope of your employment contract, if any, and shall not be considered a part of your normal or expected compensation for purposes of calculating severance, resignation, redundancy or end-of-service payments, bonuses,
long-service awards, pension or retirement benefits or similar payments.
  

You understand and acknowledge that participation in the Plan ceases upon termination of your Service for any reason, except as may explicitly be provided
otherwise in the Plan or this Agreement.
 You hereby authorize and direct your employer to disclose to the Company or any Subsidiary any
information regarding your employment, the nature and amount of your compensation and the fact and conditions of your participation in the Plan, as your employer deems necessary or appropriate to facilitate the administration of the Plan.

 
 You consent to the collection, use and transfer of personal data as described in this
subsection. You understand and acknowledge that the Company, your employer and the Company’s other Subsidiaries hold certain personal information regarding you for the purpose of managing and administering the Plan, including (without
limitation) your name, home address, telephone number, date of birth, social insurance number, salary, nationality, job title, any Shares or directorships held in the Company and details of all options or any other entitlements to Shares awarded,
canceled, exercised, vested, unvested or outstanding in the your favor (the “Data”). You further understand and acknowledge that the Company and/or its Subsidiaries will transfer Data among themselves as necessary for the purpose of
implementation, administration and management of your participation in the Plan and that the Company and/or any Subsidiary may each further transfer Data to any third party assisting the Company in the implementation, administration and management
of










			
		  	the Plan. You understand and acknowledge that the recipients of Data may be located in the United States or elsewhere. You authorize such recipients to receive, possess, use,
retain and transfer Data, in electronic or other form, for the purpose of administering your participation in the Plan, including a transfer to any broker or other third party with whom you elect to deposit Shares acquired under the Plan of such
Data as may be required for the administration of the Plan and/or the subsequent holding of Shares on your behalf. You may, at any time, view the Data, require any necessary modifications of Data or withdraw the consents set forth in this subsection
by contacting the Human Resources Department of the Company in writing.
		
	The Plan and Other Agreements	  	The text of the Plan is incorporated in this Agreement by reference. All capitalized terms in the Agreement shall have the meanings assigned to them in the Plan. This Agreement
and the Plan constitute the entire understanding between you and the Company regarding this Option. Any prior agreements, commitments or negotiations concerning this Option are superseded. This Agreement may be amended by the Committee without your
consent; however, if any such amendment would materially impair your rights or obligations under the Agreement, this Agreement may be amended only by another written agreement, signed by you and the Company.


BY SIGNING THE COVER SHEET OF THIS AGREEMENT, 
 YOU AGREE TO ALL OF THE TERMS AND CONDITIONS 
 DESCRIBED ABOVE AND IN THE
PLAN. 







 ENVIVIO, INC. 
 2012 STOCK INCENTIVE PLAN 
 NOTICE OF CASH EXERCISE OF STOCK OPTION

  

							
	OPTIONEE INFORMATION:
				
	Name:	 	                             
                   	  	Social Security Number:	  	                             
                   
				
	Address:	 	                             
                   	  	Employee Number: 	  	                             
                   

  

			
	OPTION INFORMATION:	  	
		
	Date of Grant:             , 20    	  	Type of Stock Option:
	Exercise Price per Share: $        	  	 ̈        Nonstatutory (NSO)
	 Total number of Shares of ENVIVIO, INC. (the
 “Company”) covered by option:             
	  	 ̈        Incentive (ISO)

 Number of Shares of the Company for which option is being exercised
now:         (“Purchased Shares”). 
 Total exercise price for the Purchased
Shares: $         
 Form of payment enclosed:  

 ̈   Check for $        , payable to
“ENVIVIO, INC” 
 Name(s) in which the Purchased Shares should be registered: 

 
 __________________________________________________ 

 

			
	The certificate for the Purchased Shares should be sent to the
following address:	 	  

		
	 	 	  

		
	 	 	  

		
	 	 	  


 ACKNOWLEDGMENTS: 
  

	1.	I understand that all sales of Purchased Shares are subject to compliance with the Company’s policy on securities trades. 


 

	2.	I hereby acknowledge that I received and read a copy of the prospectus describing the Company’s 2012 Stock Incentive Plan and the tax consequences of an exercise.


  

	3.	In the case of a nonstatutory option, I understand that I must recognize ordinary income equal to the spread between the fair market value of the Purchased Shares on
the date of exercise and the exercise price. I further understand that I am required to pay withholding taxes at the time of exercising a nonstatutory option. 


 

	4.	In the case of an incentive stock option, I agree to notify the Company if I dispose of the Purchased Shares before I have met both of the tax holding periods
applicable to incentive stock options (that is, if I make a disqualifying disposition). 

  

			
	SIGNATURE AND DATE:
		
	  
	    	             , 20    








 Director 
 ENVIVIO, INC. 
 2012 STOCK INCENTIVE PLAN 

NOTICE OF STOCK OPTION GRANT 
 You have been granted the following Option to purchase Common Stock of Envivio, Inc. (the “Company”) under the Company’s 2012 Stock Incentive Plan (the “Plan”): 

 

			
	Name of Optionee:	  	[Name of Optionee]
		
	Total Number of Option Shares Granted:	  	[Total Number of Shares]
		
	Type of Option:	  	Nonstatutory Stock Option
		
	Exercise Price Per Share:	  	$        
		
	Grant Date:	  	[Date of Grant]
		
	Vesting Commencement Date:	  	[Vesting Commencement Date]
		
	Vesting Schedule:	  	 [INITIAL: This Option shall vest and become exercisable over a four-year period beginning on the day which is the one month
anniversary of the Grant Date, at a monthly rate of 2.0833% of the total number of Shares subject to this Option. Notwithstanding the foregoing, this Option shall fully vest and become exercisable upon a Change in Control that occurs during your
continued Service as an Outside Director.]
  
 [ANNUAL: This Option shall vest
and become exercisable on the earliest of (i) the first anniversary of the Grant Date, (ii) immediately prior to the next regular annual meeting of the Company’s shareholders following such Grant Date, or (iii) a Change in Control, subject to
your continued Service as an Outside Director.]

		
	Expiration Date:	  	[Expiration Date] This Option expires earlier if your Service terminates earlier, as described in the Stock Option Agreement.

 By your signature and the signature of the Company’s representative below, you and the Company
agree that this Option is granted under and governed by the term and conditions of the Plan and the Stock Option Agreement (the “Agreement”), both of which are attached to and made a part of this document. 

By signing this document you further agree that the Company may deliver by e-mail all documents relating to the Plan or this Award
(including without limitation, prospectuses required by the Securities and Exchange Commission) and all other documents that the Company is required to deliver to its security holders (including without limitation, annual reports and proxy
statements). You also agree that the Company may deliver these documents by posting them on a website maintained by the Company or by a third party under contract with the Company. If the Company posts these documents on a website, it will notify
you by e-mail. 







 Director 

 

							
	OPTIONEE:	 		 	ENVIVIO, INC.
				
	  
	 		 	By:	 	  

	Optionee’s Signature	 		 		 	
				
	  
	 		 	Title:	 	  

	Optionee’s Printed Name	 		 		 	








 ENVIVIO, INC. 
 2012 STOCK INCENTIVE PLAN 
 STOCK OPTION AGREEMENT 

 

			
	Tax Treatment	  	This Option is not intended to be an incentive stock option under Section 422 of the Internal Revenue Code.
		
	Vesting	  	This Option becomes exercisable in installments, as shown in the Notice of Stock Option Grant. This Option will in no event become exercisable for additional Shares after your
Service as an Outside Director has terminated for any reason. Notwithstanding the foregoing, vesting of this Option is subject to acceleration as shown in the Notice of Stock Option Grant.
		
	Term	  	This Option expires in any event at the close of business at Company headquarters on the day before the 10th anniversary of the Grant Date, as shown on the Notice of Stock Option
Grant. This Option may expire earlier if your Service terminates, as described below.
		
	Termination	  	If your Service terminates for any reason, then this Option will expire at the close of business at Company headquarters on the date twelve (12) months after the date your
Service terminates (or, if earlier, the Expiration Date). The Company determines when your Service terminates for this purpose and all purposes under the Plan and its determinations are conclusive and binding on all persons.
		
	Form of Payment	  	When you submit your notice of exercise, you must include payment of the Option exercise price for the Shares you are purchasing. Payment may be made in the following
form(s):
		
		  	 •         Your personal check, a cashier’s check or a money
order.

		
		  	 •         Certificates for Shares that you own, along with any forms needed
to effect a transfer of those Shares to the Company. The value of the Shares, determined as of the effective date of the Option exercise, will be applied to the Option exercise price. Instead of surrendering Shares, you may attest to the ownership
of those Shares on a form provided by the Company and have the same number of Shares subtracted from the Shares issued to you upon exercise of the Option. However, you may not surrender or attest to the ownership of Shares in payment of the exercise
price if your action would cause the Company to recognize a compensation expense (or additional compensation expense) with respect to this Option for financial reporting purposes.

		
		  	 •         By delivery on a form approved by the Company of an irrevocable
direction to a securities broker approved by the Company to sell all or part of the Shares that are issued to you when you exercise this Option and to deliver to the Company from the sale proceeds an amount










			
		  	sufficient to pay the Option exercise price and any withholding taxes. The balance of the sale proceeds, if any, will be delivered to you. The directions must be given by
providing a notice of exercise form approved by the Company.
		
		  	 •        If permitted by the Committee, by a “net exercise” arrangement
pursuant to which the number of Shares issuable upon exercise of the Option shall be reduced by the largest whole number of Shares having an aggregate Fair Market Value that does not exceed the aggregate exercise price (plus tax withholdings, if
applicable) and any remaining balance of the aggregate exercise price (and/or applicable tax withholdings) not satisfied by such reduction in the number of whole Shares to be issued shall be paid by you in cash other form of payment permitted under
this Option. The directions must be given by providing a notice of exercise form approved by the Company.

		
		  	Notwithstanding the foregoing, payment may not be made in any form that is unlawful, as determined by the Committee in its sole discretion.
		
	Withholding Taxes and Stock Withholding	  	 Regardless of any action the Company or your actual employer (the “Employer”) takes with respect to any or all income tax,
social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), you acknowledge that the ultimate liability for all Tax-Related Items legally due by you is and remains your responsibility and that
the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option grant, including the grant, vesting or exercise of the Option, the
subsequent sale of Shares acquired pursuant to such exercise and the receipt of any dividends; and (2) do not commit to structure the terms of the grant or any aspect of the Option to reduce or eliminate your liability for Tax-Related
Items.
  
 Prior to exercise of the Option, you shall pay or make adequate
arrangements satisfactory to the Company and/or the Employer to satisfy all withholding and payment on account obligations of the Company and/or the Employer. In this regard, you authorize the Company and/or the Employer to withhold all applicable
Tax-Related Items legally payable by you from your wages or other cash compensation paid to you by the Company and/or the Employer. With the Company’s consent, these arrangements may also include, if permissible under local law, (a) withholding
Shares that otherwise would be issued to you when you exercise this Option, provided that the Company only withholds the amount of Shares necessary to satisfy the minimum statutory withholding amount, (b) having the Company withhold taxes from the
proceeds of the sale of the Shares, either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization), or (c) any other arrangement approved by the Company. The Fair Market Value of
these Shares, determined as of the effective date










			
		  	of the Option exercise, will be applied as a credit against the withholding taxes. Finally, you shall pay to the Company or the Employer any amount of Tax-Related Items that the
Company or the Employer may be required to withhold as a result of your participation in the Plan or your purchase of Shares that cannot be satisfied by the means previously described. The Company may refuse to honor the exercise and refuse to
deliver the Shares if you fail to comply with your obligations in connection with the Tax-Related Items as described in this section.
		
	Restrictions on Resale	  	You agree not to sell any Shares at a time when applicable laws, Company policies or an agreement between the Company and its underwriters prohibit a sale. This restriction will
apply as long as your Service continues and for such period of time after the termination of your Service as the Company may specify.
		
	Transfer of Option	  	In general, only you can exercise this Option prior to your death. You may not sell, transfer, assign, pledge or otherwise dispose of this Option, other than as designated by you
by will or by the laws of descent and distribution, except as provided below. For instance, you may not use this Option as security for a loan. If you attempt to do any of these things, this Option will immediately become invalid. You may in any
event dispose of this Option in your will. Regardless of any marital property settlement agreement, the Company is not obligated to honor a notice of exercise from your former spouse, nor is the Company obligated to recognize your former
spouse’s interest in your Option in any other way.
		
		  	However, the Committee may, in its sole discretion, allow you to transfer this Option as a gift to one or more family members. For purposes of this Agreement, “family
member” means a 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 individual sharing your household (other than a tenant or employee), a trust in which one or more of these individuals have more than 50% of the beneficial interest, a foundation in which you or one or more of these persons
control the management of assets, and any entity in which you or one or more of these persons own more than 50% of the voting interest.
		
		  	In addition, the Committee may, in its sole discretion, allow you to transfer this option to your spouse or former spouse pursuant to a domestic relations order in settlement of
marital property rights.
		
		  	The Committee will allow you to transfer this Option only if both you and the transferee(s) execute the forms prescribed by the Committee, which include the consent of the
transferee(s) to be bound by this Agreement.
		
	Retention Rights	  	Neither your Option nor this Agreement gives you the right to be employed or retained by the Company or a subsidiary of the Company in any capacity. The Company and its
subsidiaries reserve the right to









			
		  	terminate your Service at any time, with or without cause.
		
	Shareholder Rights	  	Your Options carry neither voting rights nor rights to dividends. You, or your estate or heirs, have no rights as a shareholder of the Company unless and until you have exercised
this Option by giving the required notice to the Company and paying the exercise price. No adjustments will be made for dividends or other rights if the applicable record date occurs before you exercise this Option, except as described in the
Plan.
		
	Adjustments	  	In the event of a stock split, a stock dividend or a similar change in Company Shares, the number of Shares covered by this Option and the exercise price per Share shall be
adjusted pursuant to the Plan.
		
	Successors and Assigns	  	Except as otherwise provided in the Plan or this Agreement, every term of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective
heirs, legatees, legal representatives, successors, transferees and assigns.
		
	Notice	  	Any notice required or permitted under this Agreement shall be given in writing and shall be deemed effectively given upon the earliest of personal delivery, receipt or the third
full day following mailing with postage and fees prepaid, addressed to the other party hereto at the address last known in the Company’s records or at such other address as such party may designate by ten (10) days’ advance written notice
to the other party hereto.
		
	Applicable Law	  	This Agreement will be interpreted and enforced under the laws of the State of California (without regard to their choice-of-law provisions).
		
	Miscellaneous	  	 You understand and acknowledge that (i) the Plan is entirely discretionary, (ii) the Company and your employer have reserved the
right to amend, suspend or terminate the Plan at any time, (iii) the grant of an option does not in any way create any contractual or other right to receive additional grants of options (or benefits in lieu of options) at any time or in any amount
and (iv) all determinations with respect to any additional grants, including (without limitation) the times when options will be granted, the number of Shares offered, the exercise price and the vesting schedule, will be at the sole discretion of
the Company.
  
 The value of this Option shall be an extraordinary item of
compensation outside the scope of your employment contract, if any, and shall not be considered a part of your normal or expected compensation for purposes of calculating severance, resignation, redundancy or end-of-service payments, bonuses,
long-service awards, pension or retirement benefits or similar payments.
  

You understand and acknowledge that participation in the Plan ceases upon termination of your Service for any reason, except as may explicitly be provided
otherwise in the Plan or this Agreement.
  
 You hereby authorize and direct
your employer to disclose to the Company or any Subsidiary any information regarding your employment,










			
		  	 the nature and amount of your compensation and the fact and conditions of your participation in the Plan, as your employer deems
necessary or appropriate to facilitate the administration of the Plan.
  
 You
consent to the collection, use and transfer of personal data as described in this subsection. You understand and acknowledge that the Company, your employer and the Company’s other Subsidiaries hold certain personal information regarding you
for the purpose of managing and administering the Plan, including (without limitation) your name, home address, telephone number, date of birth, social insurance number, salary, nationality, job title, any Shares or directorships held in the Company
and details of all options or any other entitlements to Shares awarded, canceled, exercised, vested, unvested or outstanding in the your favor (the “Data”). You further understand and acknowledge that the Company and/or its Subsidiaries
will transfer Data among themselves as necessary for the purpose of implementation, administration and management of your participation in the Plan and that the Company and/or any Subsidiary may each further transfer Data to any third party
assisting the Company in the implementation, administration and management of the Plan. You understand and acknowledge that the recipients of Data may be located in the United States or elsewhere. You authorize such recipients to receive, possess,
use, retain and transfer Data, in electronic or other form, for the purpose of administering your participation in the Plan, including a transfer to any broker or other third party with whom you elect to deposit Shares acquired under the Plan of
such Data as may be required for the administration of the Plan and/or the subsequent holding of Shares on your behalf. You may, at any time, view the Data, require any necessary modifications of Data or withdraw the consents set forth in this
subsection by contacting the Human Resources Department of the Company in writing.

		
	The Plan and Other Agreements	  	The text of the Plan is incorporated in this Agreement by reference. All capitalized terms in the Agreement shall have the meanings assigned to them in the Plan. This Agreement
and the Plan constitute the entire understanding between you and the Company regarding this Option. Any prior agreements, commitments or negotiations concerning this Option are superseded. This Agreement may be amended by the Committee without your
consent; however, if any such amendment would materially impair your rights or obligations under the Agreement, this Agreement may be amended only by another written agreement, signed by you and the Company.


BY SIGNING THE COVER SHEET OF THIS AGREEMENT, 
 YOU AGREE TO ALL OF THE TERMS AND CONDITIONS 
 DESCRIBED ABOVE AND IN THE
PLAN. 







 ENVIVIO, INC. 
 2012 STOCK INCENTIVE PLAN 
 NOTICE OF CASH EXERCISE OF STOCK OPTION

  

							
	OPTIONEE INFORMATION:
				
	Name:	 	                             
                   	  	Social Security Number:	  	                             
                   
				
	Address:	 	                             
                   	  	Employee Number: 	  	                             
                   
		
	 OPTION INFORMATION:
  

Date of Grant:             , 20    

	  	     Type of Stock Option: Nonstatutory


 Exercise Price per Share: $         

Total number of Shares of ENVIVIO, INC. (the 
 “Company”) covered by option:              
 Number of Shares of the Company for which option is being exercised now:        (“Purchased Shares”). 

Total exercise price for the Purchased Shares: $         

Form of payment enclosed:  
  ̈  Check for $        , payable to “ENVIVIO, INC.” 

Name(s) in which the Purchased Shares should be registered: 
  

___________________________________________________ 
  

			
	The certificate for the Purchased Shares should be sent to the
following address:	 	  

		
	 	 	  

		
	 	 	  

		
	 	 	  


 ACKNOWLEDGMENTS: 
  

	1.	I understand that all sales of Purchased Shares are subject to compliance with the Company’s policy on securities trades. 


 

	2.	I hereby acknowledge that I received and read a copy of the prospectus describing the Company’s 2010 Stock Incentive Plan and the tax consequences of an exercise.


  

	3.	I understand that I must recognize ordinary income equal to the spread between the fair market value of the Purchased Shares on the date of exercise and the exercise
price. I further understand that I am required to pay withholding taxes at the time of exercising the option. 

 SIGNATURE AND
DATE: 

			
		
	  
	    	             , 20    








 U.S. and Foreign 

ENVIVIO, INC. 
 2012 STOCK INCENTIVE PLAN 
 NOTICE OF STOCK UNIT AWARD 

You have been granted the following Stock Units representing Common Stock of (the “Company”) under the Company’s 2012
Stock Incentive Plan (the “Plan”). 
  

			
	Name of Participant:	  	                             
                                         
                                         
                                         
        
		
	Total Number of Stock Units Granted:	  	                             
                                         
                                         
                                         
        
		
	Date of Grant:	  	                 ,
        
		
	Vesting Commencement Date:	  	                 ,
        
		
	Vesting Schedule:	  	[The Stock Units subject to this Award vest when you complete each [12 months] of continuous Service as an Employee or a Consultant from the Vesting Commencement Date.]
[Sample language – actual vesting to be inserted.]

 By your signature and the signature of the Company’s representative below, you and the Company
agree that these Stock Units are granted under and governed by the term and conditions of the Plan and the Stock Unit Agreement (the “Agreement”), both of which are attached to and made a part of this document. 

By signing this document you further agree that the Company may deliver by e-mail all documents relating to the Plan or this Award
(including without limitation, prospectuses required by the Securities and Exchange Commission) and all other documents that the Company is required to deliver to its security holders (including without limitation, annual reports and proxy
statements). You also agree that the Company may deliver these documents by posting them on a website maintained by the Company or by a third party under contract with the Company. If the Company posts these documents on a website, it will notify
you by e-mail. 
  

							
	[NAME OF PARTICIPANT]	 		 	ENVIVIO, INC.
				
	  
	 		 	By:	 	  

				
	  
	 		 	Its:	 	  

	Print Name	 		 		 	








 U.S. and Foreign 

ENVIVIO, INC. 
 2012 STOCK INCENTIVE PLAN 
 STOCK UNIT AGREEMENT 

 

			
	Payment for Stock Units	  	No cash payment is required for the Stock Units you receive. You are receiving the Stock Units in consideration for Services rendered by you.
		
	Vesting	  	 The Stock Units that you are receiving will vest in installments, as shown in the Notice of Stock Unit Award.

 
 No additional Stock Units vest after your Service as an Employee or a Consultant has
terminated for any reason.

		
	Forfeiture	  	 If your Service terminates for any reason, then your Award expires immediately as to the number of Stock Units that have not vested
before the termination date and do not vest as a result of termination.
  

This means that the unvested Stock Units will immediately be cancelled. You receive no payment for Stock Units that are forfeited.

 
 The Company determines when your Service terminates for this purpose and all purposes
under the Plan and its determinations are conclusive and binding on all persons.

		
	Leaves of Absence	  	 For purposes of this Award, your Service does not terminate when you go on a military leave, a sick leave or another bona fide
leave of absence, if the leave of absence was approved by the Company in writing and if continued crediting of Service is required by the terms of the leave or by applicable law. But your Service terminates when the approved leave ends, unless you
immediately return to active work.
  
 If you go on a leave of absence, then
the vesting schedule specified in the Notice of Stock Unit Award may be adjusted in accordance with the Company’s leave of absence policy or the terms of your leave. If you commence working on a part-time basis, then the vesting schedule
specified in the Notice of Stock Unit Award may be adjusted in accordance with the Company’s part-time work policy or the terms of an agreement between you and the Company pertaining to your part-time schedule.

		
	Nature of Stock Units	  	Your Stock Units are mere bookkeeping entries. They represent only the Company’s unfunded and unsecured promise to issue Shares on








 U.S. and Foreign 

 

			
		  	a future date. As a holder of Stock Units, you have no rights other than the rights of a general creditor of the Company.
		
	No Voting Rights or Dividends	  	Your Stock Units carry neither voting rights nor rights to dividends. You, or your estate or heirs, have no rights as a shareholder of the Company unless and until your Stock
Units are settled by issuing Shares. No adjustments will be made for dividends or other rights if the applicable record date occurs before your Shares are issued, except as described in the Plan.
		
	Stock Units Nontransferable	  	You may not sell, transfer, assign, pledge or otherwise dispose of any Stock Units. For instance, you may not use your Stock Units as security for a loan. If you attempt to do
any of these things, your Stock Units will immediately become invalid.
		
	Settlement of Stock Units	  	 Each of your vested Stock Units will be settled when it vests.

 
 At the time of settlement, you will receive one Share for each vested Stock Unit;
provided, however, that no fractional Shares will be issued or delivered pursuant to the Plan or this Agreement, and the Committee will determine whether cash will be paid in lieu of any fractional Share or whether such fractional Share and any
rights thereto will be canceled, terminated or otherwise eliminated. In addition, the Shares are issued to you subject to the condition that the issuance of the Shares not violate any law or regulation.

		
	Withholding Taxes and Stock Withholding	  	 Regardless of any action the Company or your actual employer (the “Employer”) takes with respect to any or all income tax,
social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), you acknowledge that the ultimate liability for all Tax-Related Items legally due by you is and remains your responsibility and that
the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, including the settlement of the Stock Units, the subsequent sale of Shares
acquired pursuant to such settlement and the receipt of any dividends; and (2) do not commit to structure the terms of the Award or any aspect of the Stock Units to reduce or eliminate your liability for Tax-Related Items.

 
 Prior to the settlement of your Stock Units, you shall pay or make adequate
arrangements satisfactory to the Company and/or the Employer to satisfy all withholding and payment on account obligations of the Company and/or the Employer. In this regard, you authorize the Company and/or the Employer to withhold all applicable
Tax-Related Items legally payable by you from your wages or other cash compensation paid to you by the Company









 U.S. and Foreign 

 

			
		  	and/or the Employer. With the Company’s consent, these arrangements may also include, if permissible under local law, (a) withholding Shares that otherwise would be issued
to you when your Stock Units are settled, provided that the Company only withholds the amount of Shares necessary to satisfy the minimum statutory withholding amount, (b) having the Company withhold taxes from the proceeds of the sale of the Shares,
either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization), or (c) any other arrangement approved by the Company. The Fair Market Value of these Shares, determined as of the
effective date when taxes otherwise would have been withheld in cash, will be applied as a credit against the withholding taxes. Finally, you shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer
may be required to withhold as a result of your participation in the Plan or your purchase of Shares that cannot be satisfied by the means previously described. The Company may refuse to deliver the Shares if you fail to comply with your obligations
in connection with the Tax-Related Items as described in this section.
		
	Restrictions on Resale	  	You agree not to sell any Shares at a time when applicable laws, Company policies or an agreement between the Company and its underwriters prohibit a sale. This restriction will
apply as long as your Service continues and for such period of time after the termination of your Service as the Company may specify.
		
	No Retention Rights	  	Neither your Award nor this Agreement gives you the right to be employed or retained by the Company or a subsidiary of the Company in any capacity. The Company and its
subsidiaries reserve the right to terminate your Service at any time, with or without cause.
		
	Adjustments	  	In the event of a stock split, a stock dividend or a similar change in Company Shares, the number of Stock Units covered by this Award shall be adjusted pursuant to the
Plan.
		
	Successors and Assigns	  	Except as otherwise provided in the Plan or this Agreement, every term of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective
heirs, legatees, legal representatives, successors, transferees and assigns.
		
	Notice	  	Any notice required or permitted under this Agreement shall be given in writing and shall be deemed effectively given upon the earliest of personal delivery, receipt or the third
full day following mailing with postage and fees prepaid, addressed to the other party hereto at the address last known in the Company’s records or at such other address as such party may designate by ten (10) days’
advance








 U.S. and Foreign 

 

			
		  	written notice to the other party hereto.
		
	Applicable Law	  	This Agreement will be interpreted and enforced under the laws of the State of California (without regard to their choice-of-law provisions).








 U.S. and Foreign 

 

			
	Miscellaneous	  	 You understand and acknowledge that (i) the Plan is entirely discretionary, (ii) the Company and your employer have
reserved the right to amend, suspend or terminate the Plan at any time, (iii) the grant of your Award does not in any way create any contractual or other right to receive additional grants of awards (or benefits in lieu of awards) at any time
or in any amount and (iv) all determinations with respect to any additional grants, including (without limitation) the times when awards will be granted, the number of Shares subject to the awards, and the vesting schedule, will be at the sole
discretion of the Company.
  
 The value of this Award shall be an
extraordinary item of compensation outside the scope of your employment contract, if any, and shall not be considered a part of your normal or expected compensation for purposes of calculating severance, resignation, redundancy or end-of-service
payments, bonuses, long-service awards, pension or retirement benefits or similar payments.
  
 You understand and acknowledge that participation in the Plan ceases upon termination of your Service for any reason, except as may explicitly be provided otherwise in the Plan or this
Agreement.
  
 You hereby authorize and direct your employer to disclose to
the Company or any Subsidiary any information regarding your employment, the nature and amount of your compensation and the fact and conditions of your participation in the Plan, as your employer deems necessary or appropriate to facilitate the
administration of the Plan.
  
 You consent to the collection, use and
transfer of personal data as described in this subsection. You understand and acknowledge that the Company, your employer and the Company’s other Subsidiaries hold certain personal information regarding you for the purpose of managing and
administering the Plan, including (without limitation) your name, home address, telephone number, date of birth, social insurance number, salary, nationality, job title, any Shares or directorships held in the Company and details of all awards or
any other entitlements to Shares awarded, canceled, exercised, vested, unvested or outstanding in your favor (the “Data”). You further understand and acknowledge that the Company and/or its Subsidiaries will transfer Data among themselves
as necessary for the purpose of implementation, administration and management of your participation in the Plan and that the Company and/or any Subsidiary may each further transfer Data to any third party assisting the Company in the implementation,
administration and management of the Plan. You understand and acknowledge that the recipients of Data may be located in the United States or elsewhere.









 U.S. and Foreign 

 

			
		  	You authorize such recipients to receive, possess, use, retain and transfer Data, in electronic or other form, for the purpose of administering your participation in the Plan,
including a transfer to any broker or other third party with whom you elect to deposit Shares acquired under the Plan of such Data as may be required for the administration of the Plan and/or the subsequent holding of Shares on your behalf. You may,
at any time, view the Data, require any necessary modifications of Data or withdraw the consents set forth in this subsection by contacting the Human Resources Department of the Company in writing.
		
	The Plan and Other Agreements	  	The text of the Plan is incorporated in this Agreement by reference. All capitalized terms in this Agreement shall have the meanings assigned to them in the Plan. This Agreement
and the Plan constitute the entire understanding between you and the Company regarding this Award. Any prior agreements, commitments or negotiations concerning this Award are superseded. This Agreement may be amended by the Committee without your
consent; however, if any such amendment would materially impair your rights or obligations under the Agreement, this Agreement may be amended only by another written agreement, signed by you and the Company.


BY SIGNING THE COVER SHEET OF THIS AGREEMENT, 
 YOU AGREE TO ALL OF THE TERMS AND CONDITIONS 
 DESCRIBED ABOVE AND IN THE
PLAN. 







 U.S. and Foreign 

ENVIVIO, INC. 
 2012 STOCK INCENTIVE PLAN 
 NOTICE OF RESTRICTED STOCK AWARD

 You have been granted the following Restricted Shares of Common Stock of Envivio, Inc. (the “Company”) under
the Company’s 2012 Stock Incentive Plan (the “Plan”): 
  

			
	 Date of Grant:
	  	[Date of Grant]
		
	 Name of Recipient:
	  	[Name of Recipient]
		
	 Total Number of Shares Granted:
	  	[Total Shares]
		
	 Fair Market Value per Share:
	  	$[Value Per Share]
		
	 Total Fair Market Value Of Award:
	  	$[Total Value]
		
	 Vesting Commencement Date:
	  	[                    ]
		
	 Vesting Schedule:
	  	 [The Shares subject to this Award vest when you complete twelve months of continuous Service as an Employee or a Consultant from the
Vesting Commencement Date.]
 [Sample language – actual vesting to be inserted.]


 By your signature and the signature of the Company’s representative below, you and the Company
agree that these Restricted Shares are granted under and governed by the term and conditions of the Plan and the Restricted Stock Agreement (the “Agreement”), both of which are attached to and made a part of this document. 

By signing this document you further agree that the Company may deliver by e-mail all documents relating to the Plan or this Award
(including without limitation, prospectuses required by the Securities and Exchange Commission) and all other documents that the Company is required to deliver to its security holders (including without limitation, annual reports and proxy
statements). You also agree that the Company may deliver these documents by posting them on a website maintained by the Company or by a third party under contract with the Company. If the Company posts these documents on a website, it will notify
you by e-mail. 
  

							
	[NAME OF RECIPIENT]	 		  	ENVIVIO, INC.
				
	  
	 		  	By:	 	  

				
		 		  	Title:	 	  









 ENVIVIO, INC. 
 2012 STOCK INCENTIVE PLAN 
 RESTRICTED STOCK AGREEMENT 

 

			
	Payment For Shares	  	No cash payment is required for the Shares you receive. You are receiving the Shares in consideration for Services rendered by you.
		
	Vesting	  	The Shares that you are receiving will vest in installments, as shown in the Notice of Restricted Stock Award.
		
		  	No additional Shares vest after your Service as an Employee or a Consultant has terminated for any reason.
		
	Shares Restricted	  	Unvested Shares will be considered “Restricted Shares.” Except to the extent permitted by the Committee, you may not sell, transfer, assign, pledge or otherwise dispose
of Restricted Shares.
		
	Forfeiture	  	If your Service terminates for any reason, then your Shares will be forfeited to the extent that they have not vested before the termination date and do not vest as a result of
termination. This means that the Restricted Shares will immediately revert to the Company. You receive no payment for Restricted Shares that are forfeited. The Company determines when your Service terminates for this purpose and all purposes under
the Plan and its determinations are conclusive and binding on all persons.
		
	Leaves Of Absence	  	For purposes of this Award, your Service does not terminate when you go on a military leave, a sick leave or another bona fide leave of absence, if the leave was approved
by the Company in writing and if continued crediting of Service is required by the terms of the leave or by applicable law. But your Service terminates when the approved leave ends, unless you immediately return to active work.
		
		  	If you go on a leave of absence, then the vesting schedule specified in the Notice of Restricted Stock Award may be adjusted in accordance with the Company’s leave of
absence policy or the terms of your leave. If you commence working on a part-time basis, then the vesting schedule specified in the Notice of Restricted Stock Award may be adjusted in accordance with the Company’s part-time work policy or the
terms of an agreement between you and the Company pertaining to your part-time schedule.
		
	Stock Certificates	  	The certificates for the Restricted Shares have stamped on them a special legend referring to the forfeiture restrictions. In addition to or in lieu of imposing the legend, the
Company may hold the certificates in escrow. As your vested percentage increases, you may request (at









			
		  	reasonable intervals) that the Company release to you a non-legended certificate for your vested Shares.
		
	Shareholder Rights	  	During the period of time between the date of grant and the date the Restricted Shares become vested, you shall have all the rights of a shareholder with respect to the
Restricted Shares except for the right to transfer the Restricted Shares, as set forth above. Accordingly, you shall have the right to vote the Restricted Shares and to receive any cash dividends paid with respect to the Restricted
Shares.
		
	Withholding Taxes	  	 Regardless of any action the Company or your employer (the “Employer”) takes with respect to any or all income tax, social
insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), you acknowledge that the ultimate liability for all Tax-Related Items legally due by you is and remains your responsibility and that the
Company and/or your Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the shares received under this Award, including the award or vesting of such shares, the
subsequent sale of shares under this Award and the receipt of any dividends; and (2) do not commit to structure the terms of the award to reduce or eliminate your liability for Tax-Related Items.

 
 No stock certificates will be released to you, unless you have paid or made adequate
arrangements satisfactory to the Company and/or the Employer to satisfy all withholding and payment on account obligations of the Company and/or your Employer. In this regard, you authorize the Company and/or your Employer to withhold all applicable
Tax-Related Items legally payable by you from your wages or other cash compensation paid to you by the Company and/or your Employer. With the Company’s consent, these arrangements may also include, if permissible under local law, a) withholding
shares that otherwise would be delivered to you when they vest having a Fair Market Value equal to the amount necessary to satisfy the minimum statutory withholding amount , b) having the Company withhold taxes from the proceeds of the sale of the
Shares, either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization), or (c) any other arrangement approved by the Company. The fair market value of these shares, determined as
of the date when taxes otherwise would have been withheld in cash, will be applied as a credit against the withholding taxes. Finally, you shall pay to the Company or your Employer any amount of Tax-Related Items that the Company or the Employer may
be required to withhold as a result of your participation in the Plan or your acquisition of shares that cannot be satisfied by the means previously described. The Company may










			
		  	refuse to deliver the shares if you fail to comply with your obligations in connection with the Tax-Related Items as described in this section.
		
	Restrictions On Resale	  	You agree not to sell any Shares at a time when applicable laws, Company policies or an agreement between the Company and its underwriters prohibit a sale. This restriction will
apply as long as your Service continues and for such period of time after the termination of your Service as the Company may specify.
		
	No Retention Rights	  	Neither your Award nor this Agreement gives you the right to be employed or retained by the Company or a subsidiary of the Company in any capacity. The Company and its
subsidiaries reserve the right to terminate your Service at any time, with or without cause.
		
	Adjustments	  	In the event of a stock split, a stock dividend or a similar change in Company Shares, or a merger or a reorganization of the Company, the forfeiture provisions described above
will apply to all new, substitute or additional securities or other assets to which you are entitled by reason of your ownership of the Shares.
		
	Successors and Assigns	  	Except as otherwise provided in the Plan or this Agreement, every term of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective
heirs, legatees, legal representatives, successors, transferees and assigns.
		
	Notice	  	Any notice required or permitted under this Agreement shall be given in writing and shall be deemed effectively given upon the earliest of personal delivery, receipt or the third
full day following mailing with postage and fees prepaid, addressed to the other party hereto at the address last known in the Company’s records or at such other address as such party may designate by ten (10) days’ advance written notice
to the other party hereto.
		
	Applicable Law	  	This Agreement will be interpreted and enforced under the laws of the State of California (without regard to their choice-of-law provisions).
		
	Miscellaneous	  	You understand and acknowledge that (i) the Plan is entirely discretionary, (ii) the Company and your employer have reserved the right to amend, suspend or terminate
the Plan at any time, (iii) the grant of your Award does not in any way create any contractual or other right to receive additional grants of awards (or benefits in lieu of awards) at any time or in any amount and (iv) all determinations
with respect to any additional grants, including (without limitation)









			
		 	 the times when awards will be granted, the number of shares offered, the purchase price and the vesting schedule, will be at the sole
discretion of the Company.
  
 The value of this Award shall be an
extraordinary item of compensation outside the scope of your employment contract, if any, and shall not be considered a part of your normal or expected compensation for purposes of calculating severance, resignation, redundancy or end-of-service
payments, bonuses, long-service awards, pension or retirement benefits or similar payments.
  
 You understand and acknowledge that participation in the Plan ceases upon termination of your Service for any reason, except as may explicitly be provided otherwise in the Plan or this
Agreement.
  
 You hereby authorize and direct your employer to disclose to
the Company or any Subsidiary any information regarding your employment, the nature and amount of your compensation and the fact and conditions of your participation in the Plan, as your employer deems necessary or appropriate to facilitate the
administration of the Plan.
  
 You consent to the collection, use and
transfer of personal data as described in this subsection. You understand and acknowledge that the Company, your employer and the Company’s other Subsidiaries hold certain personal information regarding you for the purpose of managing and
administering the Plan, including (without limitation) your name, home address, telephone number, date of birth, social insurance number, salary, nationality, job title, any shares or directorships held in the Company and details of all awards or
any other entitlements to shares awarded, canceled, exercised, vested, unvested or outstanding in the your favor (the “Data”). You further understand and acknowledge that the Company and/or its Subsidiaries will transfer Data among
themselves as necessary for the purpose of implementation, administration and management of your participation in the Plan and that the Company and/or any Subsidiary may each further transfer Data to any third party assisting the Company in the
implementation, administration and management of the Plan. You understand and acknowledge that the recipients of Data may be located in the United States or elsewhere. You authorize such recipients to receive, possess, use, retain and transfer Data,
in electronic or other form, for the purpose of administering your participation in the Plan, including a transfer to any broker or other third party with whom you elect to deposit shares acquired under the Plan of such Data as may be required for
the administration of the Plan and/or the subsequent holding of shares on your behalf. You may, at any time, view the Data, require any necessary










			
		  	modifications of Data or withdraw the consents set forth in this subsection by contacting the Human Resources Department of the Company in writing.
		
	The Plan and Other Agreements	  	The text of the Plan is incorporated in this Agreement by reference. All capitalized terms in this Agreement shall have the meanings assigned to them in the Plan. This Agreement
and the Plan constitute the entire understanding between you and the Company regarding this Award. Any prior agreements, commitments or negotiations concerning this Award are superseded. This Agreement may be amended by the Committee without your
consent; however, if any such amendment would materially impair your rights or obligations under the Agreement, this Agreement may be amended only by another written agreement, signed by you and the Company.


BY SIGNING THE COVER SHEET OF THIS AGREEMENT, 
 YOU AGREE TO ALL OF THE TERMS AND CONDITIONS 
 DESCRIBED ABOVE AND IN THE
PLAN.