Isilon Systems, Inc. Amended and Restated 2001 Stock Plan



 Exhibit 10.22 
 ISILON SYSTEMS, INC. 
 AMENDED AND RESTATED 2001 STOCK PLAN

 (As Amended September 22, 2006) 
 1. Purposes of the Plan. The purposes of this Amended and Restated 2001 Stock Plan are to attract and retain the best available personnel for positions of substantial responsibility, to
provide additional incentive to Employees and Consultants and to promote the success of the Company’s business. Options granted under the Plan may be Incentive Stock Options or Nonstatutory Stock Options, as determined by the Administrator at
the time of grant of an option and subject to the applicable provisions of Section 422 of the Code and the regulations promulgated thereunder. Stock purchase rights may also be granted under the Plan. 

2. Definitions. As used herein, the following definitions shall apply: 

(a) “Administrator” means the Board or its Committee appointed pursuant to Section 4 of the
Plan. 
 (b) “Affiliate” means an entity other than a Subsidiary (as defined below)
which, together with the Company, is under common control of a third person or entity. 
 (c)
“Applicable Laws” means the legal requirements relating to the administration of stock option and restricted stock purchase plans under applicable U.S. state corporate laws, U.S. federal and applicable state securities laws,
the Code, any Stock Exchange rules or regulations and the applicable laws of any other country or jurisdiction where Options or Stock Purchase Rights are granted under the Plan, as such laws, rules, regulations and requirements shall be in place
from time to time. 
 (d) “Board” means the Board of Directors of the Company.

 (e) “Cause” for termination of a Participant’s Continuous Service will exist if
the Participant is terminated for any of the following reasons: (i) Participant’s willful failure substantially to perform his or her duties and responsibilities to the Company or deliberate violation of a Company policy;
(ii) Participant’s commission of any act of fraud, embezzlement, dishonesty or any other willful misconduct that has caused or is reasonably expected to result in material injury to the Company; (iii) unauthorized use or disclosure by
Participant of any proprietary information or trade secrets of the Company or any other party to whom the Participant owes an obligation of nondisclosure as a result of his or her relationship with the Company; or (iv) Participant’s
willful breach of any of his or her obligations under any written agreement or covenant with the Company. The determination as to whether a Participant is being terminated for Cause shall be made in good faith by the Company and shall be final and
binding on the Participant. The foregoing definition does not in any way limit the Company’s ability to terminate a Participant’s employment or consulting relationship at any time as provided in Section 5(d) below, and the term
“Company” will be interpreted to include any Subsidiary, Parent, Affiliate or successor thereto, if appropriate. 
 (f) “Change of Control” means a sale of all or substantially all of the Company’s assets, or any merger or consolidation of the Company with or into another corporation other
than a merger or consolidation in which the holders of more than 50% of the shares of capital stock of the Company outstanding immediately prior to such transaction continue to hold (either by the voting








 
securities remaining outstanding or by their being converted into voting securities of the surviving entity) more than 50% of the total voting power represented by the voting securities of the
Company, or such surviving entity, outstanding immediately after such transaction. 
 (g)
“Code” means the Internal Revenue Code of 1986, as amended. 
 (h)
“Committee” means one or more committees or subcommittees of the Board appointed by the Board to administer the Plan in accordance with Section 4 below. 

(i) “Common Stock” means the Common Stock of the Company. 

(j) “Company” means Isilon Systems, Inc., a Delaware corporation. 

(k) “Consultant” means any person, including an advisor, who is engaged by the Company or any
Parent, Subsidiary or Affiliate to render services and is compensated for such services, and any director of the Company whether compensated for such services or not. 

(l) “Continuous Service Status” means the absence of any interruption or termination of service as
an Employee or Consultant. Continuous Service Status as an Employee or Consultant shall not be considered interrupted in the case of: (i) sick leave; (ii) military leave; (iii) any other leave of absence approved by the Administrator,
provided that such leave is for a period of not more than ninety (90) days, unless reemployment upon the expiration of such leave is guaranteed by contract or statute, or unless provided otherwise pursuant to Company policy adopted from time to
time; or (iv) in the case of transfers between locations of the Company or between the Company, its Parents, Subsidiaries, Affiliates or their respective successors. A change in status from an Employee to a Consultant or from a Consultant to an
Employee will not constitute an interruption of Continuous Service. 
 (m) “Corporate
Transaction” means a sale of all or substantially all of the Company’s assets, or a merger, consolidation or other capital reorganization of the Company with or into another corporation and includes a Change of Control, excluding a
merger effected only to reincorporate the Company in another jurisdiction. 
 (n) “Director”
means a member of the Board. 
 (o) “Employee” means any person employed by the
Company or any Parent, Subsidiary or Affiliate, with the status of employment determined based upon such factors as are deemed appropriate by the Administrator in its discretion, subject to any requirements of the Code or the Applicable Laws. The
payment by the Company of a director’s fee to a Director shall not be sufficient to constitute “employment” of such Director by the Company. 
 (p) “Exchange Act” means the Securities Exchange Act of 1934, as amended. 
 (q) “Fair Market Value” means, as of any date, the fair market value of the Common Stock, as determined by the Administrator in good faith on such basis as it deems appropriate and
applied consistently with respect to Participants. Whenever possible, the determination of Fair Market Value shall be based upon the closing price for the Shares as reported in the Wall Street Journal for the applicable date. 

  
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 (r) “Incentive Stock Option” means an Option
intended to qualify as an incentive stock option within the meaning of Section 422 of the Code, as designated in the applicable Option Agreement. 
 (s) “Involuntary Termination” means termination of a Participant’s Continuous Service Status under the following circumstances: (i) termination without Cause by the
Company or a Subsidiary, Parent, Affiliate or successor thereto, as appropriate; or (ii) voluntary termination by the Participant within 30 days following (A) a material reduction in the Participant’s job responsibilities, provided
that neither a mere change in title alone nor reassignment following a Change of Control to a position that is substantially similar to the position held prior to the Change of Control shall constitute a material reduction in job responsibilities;
(B) relocation by the Company or a Subsidiary, Parent, Affiliate or successor thereto, as appropriate, of the Participant’s work site to a facility or location more than 40 miles from the Participant’s principal work site for the
Company at the time of the Change of Control; or (C) a reduction in Participant’s then-current base salary by at least 10%, provided that an across-the-board reduction in the salary level of all other employees or consultants in positions
similar to the Participant’s by the same percentage amount as part of a general salary level reduction shall not constitute such a salary reduction. 
 (t) “Listed Security” means any security of the Company that is listed or approved for listing on a national securities exchange or designated or approved for designation as a
national market system security on an interdealer quotation system by the National Association of Securities Dealers, Inc. 
 (u) “Named Executive” means any individual who, on the last day of the Company’s fiscal year, is the chief executive officer of the Company (or is acting in such capacity) or
among the four most highly compensated officers of the Company (other than the chief executive officer). Such officer status shall be determined pursuant to the executive compensation disclosure rules under the Exchange Act. 

(v) “Nonstatutory Stock Option” means an Option not intended to qualify as an Incentive Stock
Option, as designated in the applicable Option Agreement. 
 (w) “Option” means a stock
option granted pursuant to the Plan. 
 (x) “Option Agreement” means a written document,
the form(s) of which shall be approved from time to time by the Administrator, reflecting the terms of an Option granted under the Plan and includes any documents attached to or incorporated into such Option Agreement, including, but not limited to,
a notice of stock option grant and a form of exercise notice. 
 (y) “Option Exchange
Program” means a program approved by the Administrator whereby outstanding Options are exchanged for Options with a lower exercise price or are amended to decrease the exercise price as a result of a decline in the Fair Market Value of
the Common Stock. 
 (z) “Optioned Stock” means the Common Stock subject to an Option.

 (aa) “Optionee” means an Employee or Consultant who receives an Option. 

(bb) “Parent” means a “parent corporation,”, whether now or hereafter existing, as
defined in Section 424(e) of the Code, or any successor provision. 

  
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 (cc) “Participant” means any holder of one or more
Options or Stock Purchase Rights, or the Shares issuable or issued upon exercise of such awards, under the Plan. 

(dd) “Plan” means this Amended and Restated 2001 Stock Plan. 

(ee) “Reporting Person” means an officer, Director, or greater than ten percent stockholder of the
Company within the meaning of Rule 16a-2 under the Exchange Act, who is required to file reports pursuant to Rule 16a-3 under the Exchange Act. 
 (ff) “Restricted Stock” means Shares of Common Stock acquired pursuant to a grant of a Stock Purchase Right under Section 11 below. 

(gg) “Restricted Stock Purchase Agreement” means a written document, the form(s) of which shall be
approved from time to time by the Administrator, reflecting the terms of a Stock Purchase Right granted under the Plan and includes any documents attached to such agreement. 

(hh) “Rule 16b-3” means Rule 16b-3 promulgated under the Exchange Act, as amended from time to
time, or any successor provision. 
 (ii) “Share” means a share of the Common Stock, as
adjusted in accordance with Section 14 of the Plan. 
 (jj) “Stock Exchange” means
any stock exchange or consolidated stock price reporting system on which prices for the Common Stock are quoted at any given time. 
 (kk) “Stock Purchase Right” means the right to purchase Common Stock pursuant to Section 11 below. 

(ll) “Subsidiary” means a “subsidiary corporation,” whether now or hereafter existing,
as defined in Section 424(f) of the Code, or any successor provision. 
 (mm) “Ten Percent
Holder” means a person who owns stock representing more than ten percent (10%) of the voting power of all classes of stock of the Company or any Parent or Subsidiary. 

3. Stock Subject to the Plan. Subject to the provisions of Section 14 of the Plan, the maximum aggregate number of
Shares that may be sold under the Plan is 30,126,000 Shares of Common Stock. The Shares may be authorized, but unissued, or reacquired Common Stock. If an award should expire or become unexercisable for any reason without having been
exercised in full, or is surrendered pursuant to an Option Exchange Program, the unpurchased Shares that were subject thereto shall, unless the Plan shall have been terminated, become available for future grant under the Plan. In addition, any
Shares of Common Stock which are retained by the Company upon exercise of an award in order to satisfy the exercise or purchase price for such award or any withholding taxes due with respect to such exercise or purchase shall be treated as not
issued and shall continue to be available under the Plan. Shares issued under the Plan and later repurchased by the Company pursuant to any repurchase right which the Company may have shall not be available for future grant under the Plan.

 4. Administration of the Plan. 

(a) General. The Plan shall be administered by the Board or a Committee, or a combination thereof, as
determined by the Board. The Plan may be administered by different administrative bodies with respect to different classes of Participants and, if permitted by the Applicable Laws, the Board may authorize one or more officers to make awards under
the Plan. 

  
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 (b) Committee Composition. If a Committee has been appointed
pursuant to this Section 4, such Committee shall continue to serve in its designated capacity until otherwise directed by the Board. From time to time the Board may increase the size of any Committee and appoint additional members thereof,
remove members (with or without cause) and appoint new members in substitution therefor, fill vacancies (however caused) and remove all members of a Committee and thereafter directly administer the Plan, all to the extent permitted by the Applicable
Laws and, in the case of a Committee administering the Plan in accordance with the requirements of Rule 16b-3 or Section 162(m) of the Code, to the extent permitted or required by such provisions. 

(c) Powers of the Administrator. Subject to the provisions of the Plan and in the case of a Committee, the
specific duties delegated by the Board to such Committee, the Administrator shall have the authority, in its discretion: 
 (i) to determine the Fair Market Value of the Common Stock, in accordance with Section 2(q) of the Plan, provided that such determination shall be applied consistently with respect to Participants
under the Plan; 
 (ii) to select the Employees and Consultants to whom Options and Stock Purchase Rights may
from time to time be granted; 
 (iii) to determine whether and to what extent Options and Stock Purchase Rights
are granted; 
 (iv) to determine the number of Shares of Common Stock to be covered by each award granted;

 (v) to approve the form(s) of agreement(s) used under the Plan; 

(vi) to determine the terms and conditions, not inconsistent with the terms of the Plan, of any award granted hereunder,
which terms and conditions include but are not limited to the exercise or purchase price, the time or times when awards may be exercised (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and
any restriction or limitation regarding any Option, Optioned Stock, Stock Purchase Right or Restricted Stock, based in each case on such factors as the Administrator, in its sole discretion, shall determine; provided, that the Administrator
shall have the authority to determine terms and conditions of acceleration of vesting of any award granted hereunder that are inconsistent with the terms of the Plan (including Section 14(c) and the defined terms used therein) based on such
factors as the Administrator, in its sole discretion, shall determine, and that such terms and conditions, if any, will be reflected in the agreement representing such award; 

(vii) to determine whether and under what circumstances an Option may be settled in cash under Section 10(c) instead
of Common Stock; 
 (viii) to implement an Option Exchange Program on such terms and conditions as the
Administrator in its discretion deems appropriate, provided that no amendment or adjustment to an Option that would materially and adversely affect the rights of any Optionee shall be made without the prior written consent of the Optionee;


  
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 (ix) to adjust the vesting of an Option held by an Employee or Consultant as
a result of a change in the terms or conditions under which such person is providing services to the Company; 

(x) to construe and interpret the terms of the Plan and awards granted under the Plan, which constructions,
interpretations and decisions shall be final and binding on all Participants; and 
 (xi) in order to fulfill the
purposes of the Plan and without amending the Plan, to modify grants of Options or Stock Purchase Rights to Participants who are foreign nationals or employed outside of the United States in order to recognize differences in local law, tax policies
or customs. 
 (d) Default Vesting Provisions. Without limiting the powers of the Administrator
provided above or the other terms and conditions provided in the Plan, the default time-based vesting provisions for grants of Options or Stock Purchase Rights under the Plan shall be as follows: 25% of the Shares subject to Options or Stock
Purchase Rights shall vest on the first anniversary of the Vesting Commencement Date (as defined in the applicable Notice of Stock Option Grant, Option Agreement or Restricted Stock Purchase Agreement) and the balance shall vest monthly thereafter
in 36 equal installments; provided, however, that, notwithstanding the foregoing, different vesting provisions may be granted by the Administrator in its sole discretion. 

5. Eligibility. 
 (a) Recipients of Grants. Nonstatutory Stock Options and Stock Purchase Rights may be granted to Employees and Consultants. Incentive Stock Options may be granted only to Employees, provided
that Employees of Affiliates shall not be eligible to receive Incentive Stock Options. 
 (b) Type of
Option. Each Option shall be designated in the Option Agreement as either an Incentive Stock Option or a Nonstatutory Stock Option. 
 (c) ISO $100,000 Limitation. Notwithstanding any designation under Section 5(b), to the extent that the aggregate Fair Market Value of Shares with respect to which Options designated as
Incentive Stock Options are exercisable for the first time by any Optionee during any calendar year (under all plans of the Company or any Parent or Subsidiary) exceeds $100,000, such excess Options shall be treated as Nonstatutory Stock Options.
For purposes of this Section 5(c), Incentive Stock Options shall be taken into account in the order in which they were granted, and the Fair Market Value of the Shares subject to an Incentive Stock Option shall be determined as of the date of
the grant of such Option. 
 (d) No Employment Rights. The Plan shall not confer upon any
Participant any right with respect to continuation of an employment or consulting relationship with the Company, nor shall it interfere in any way with such Participant’s right or the Company’s right to terminate his or her employment or
consulting relationship at any time, with or without Cause. 
 6. Term of Plan. The Plan shall become effective
upon its adoption by the Board of Directors. It shall continue in effect for a term of ten (10) years unless sooner terminated under Section 16 of the Plan. 

  
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 7. Term of Option. The term of each Option shall be the term stated in the
Option Agreement; provided that the term shall be no more than ten years from the date of grant thereof or such shorter term as may be provided in the Option Agreement and provided further that, in the case of an Incentive Stock Option granted
to a person who at the time of such grant is a Ten Percent Holder, the term of the Option shall be five years from the date of grant thereof or such shorter term as may be provided in the Option Agreement. 

8. [Reserved.] 
 9. Option Exercise Price and Consideration. 
 (a)
Exercise Price. The per Share exercise price for the Shares to be issued pursuant to exercise of an Option shall be such price as is determined by the Administrator and set forth in the Option Agreement, but shall be subject to the
following: 
 (i) In the case of an Incentive Stock Option 

(A) granted to an Employee who at the time of grant is a Ten Percent Holder, the per Share exercise price shall be no
less than 110% of the Fair Market Value per Share on the date of grant; or 
 (B) granted to any other Employee,
the per Share exercise price shall be no less than 100% of the Fair Market Value per Share on the date of grant. 

(ii) In the case of a Nonstatutory Stock Option, the per share Exercise Price shall be such price as determined by the
Administrator provided that if such eligible person is, at the time of the grant of such Option, a Named Executive of the Company, the per share Exercise Price shall be no less than 100% of the Fair Market Value on the date of grant if such Option
is intended to qualify as performance-based compensation under Section 162(m) of the Code. 
 (iii)
Notwithstanding the foregoing, Options may be granted with a per Share exercise price other than as required above pursuant to a merger or other corporate transaction. 

(b) Permissible Consideration. The consideration to be paid for the Shares to be issued upon exercise of an
Option, including the method of payment, shall be determined by the Administrator (and, in the case of an Incentive Stock Option, shall be determined at the time of grant) and may consist entirely of (1) cash; (2) check; (3) delivery
of Optionee’s promissory note with such recourse, interest, security and redemption provisions as the Administrator determines to be appropriate (subject to the provisions of Section 153 of the Delaware General Corporation Law);
(4) cancellation of indebtedness; (5) other Shares that have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which the Option is exercised, provided that in the case of Shares
acquired, directly or indirectly, from the Company, such Shares must have been owned by the Optionee for more than six months on the date of surrender (or such other period as may be required to avoid the Company’s incurring an adverse
accounting charge); (6) delivery of a properly executed exercise notice together with such other documentation as the Administrator and a securities broker approved by the Company shall require to effect exercise of the Option and prompt
delivery to the Company of the sale or loan proceeds required to pay the exercise price and any applicable withholding taxes; or (7) any combination of the foregoing methods of payment. In making its determination as to the type of
consideration to accept, the Administrator shall consider if acceptance of such consideration may be reasonably expected to benefit the Company and the Administrator may, in its sole discretion, refuse to accept a particular form of consideration at
the time of any Option exercise. 

  
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 10. Exercise of Option. 

(a) General. 
 (i) Exercisability. Any Option granted hereunder shall be exercisable at such times and under such conditions as determined by the Administrator, consistent with the term of the Plan and
reflected in the Option Agreement, including vesting requirements and/or performance criteria with respect to the Company and/or the Optionee. The Administrator shall have the discretion to determine whether and to what extent the vesting of Options
shall be tolled during any unpaid leave of absence. 
 (ii) Minimum Exercise Requirements. An
Option may not be exercised for a fraction of a Share. The Administrator may require that an Option be exercised as to a minimum number of Shares, provided that such requirement shall not prevent an Optionee from exercising the full number of Shares
as to which the Option is then exercisable. 
 (iii) Procedures for and Results of Exercise. An
Option shall be deemed exercised when written notice of such exercise has been given to the Company in accordance with the terms of the Option by the person entitled to exercise the Option and the Company has received full payment for the Shares
with respect to which the Option is exercised. Full payment may, as authorized by the Administrator, consist of any consideration and method of payment allowable under Section 9(b) of the Plan, provided that the Administrator may, in its sole
discretion, refuse to accept any form of consideration at the time of any Option exercise. 
 Exercise of an Option in any
manner shall result in a decrease in the number of Shares that thereafter may be available, both for purposes of the Plan and for sale under the Option, by the number of Shares as to which the Option is exercised. 

(iv) Rights as Stockholder. Until the issuance of the Shares (as evidenced by the appropriate entry on the
books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to the Optioned Stock, notwithstanding the exercise of the Option. No
adjustment will be made for a dividend or other right for which the record date is prior to the date the stock certificate is issued, except as provided in Section 14 of the Plan. 

(b) Termination of Employment or Consulting Relationship. Except as otherwise set forth in this
Section 10(b), the Administrator shall establish and set forth in the applicable Option Agreement the terms and conditions upon which an Option shall remain exercisable, if at all, following termination of an Optionee’s Continuous Service
Status, which provisions may be waived or modified by the Administrator at any time in the Administrator’s sole discretion. To the extent that the Optionee is not entitled to exercise an Option at the date of his or her termination of
Continuous Service Status, or if the Optionee (or other person entitled to exercise the Option) does not exercise the Option to the extent so entitled within the time specified in the Option Agreement or below (as applicable), the Option shall
terminate and the Optioned Stock underlying the unexercised portion of the Option shall revert to the Plan. In no event may any Option be exercised after the expiration of the Option term as set forth in the Option Agreement (and subject to
Section 7). 

  
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 The following provisions (1) shall apply to the extent an Option Agreement does not
specify the terms and conditions upon which an Option shall terminate upon termination of an Optionee’s Continuous Service Status, and (2) establish the minimum post-termination exercise periods that may be set forth in an Option
Agreement: 
 (i) Termination other than Upon Disability or Death or for Cause. In the event of
termination of an Optionee’s Continuous Service Status, such Optionee may exercise an Option for 30 days following such termination to the extent the Optionee was entitled to exercise it at the date of such termination. No termination shall be
deemed to occur and this Section 10(b)(i) shall not apply if (i) the Optionee is a Consultant who becomes an Employee, or (ii) the Optionee is an Employee who becomes a Consultant. 

(ii) Disability of Optionee. In the event of termination of an Optionee’s Continuous Service Status as
a result of his or her disability (including a disability within the meaning of Section 22(e)(3) of the Code), such Optionee may exercise an Option at any time within twelve months following such termination to the extent the Optionee was
entitled to exercise it at the date of such termination. 
 (iii) Death of Optionee. In the event
of the death of an Optionee during the period of Continuous Service Status since the date of grant of the Option, or within thirty days following termination of Optionee’s Continuous Service, the Option may be exercised by Optionee’s
estate or by a person who acquired the right to exercise the Option by bequest or inheritance at any time within twelve months following the date of death, but only to the extent of the right to exercise that had accrued at the date of death or, if
earlier, the date the Optionee’s Continuous Service Status terminated. 
 (iv) Termination for
Cause. In the event of termination of an Optionee’s Continuous Service Status for Cause, any Option (including any exercisable portion thereof) held by such Optionee shall immediately terminate in its entirety upon first
notification to the Optionee of termination of the Optionee’s Continuous Service Status. If an Optionee’s employment or consulting relationship with the Company is suspended pending an investigation of whether the Optionee shall be
terminated for Cause, all the Optionee’s rights under any Option likewise shall be suspended during the investigation period and the Optionee shall have no right to exercise any Option. This Section 10(b)(iv) shall apply with equal effect
to vested Shares acquired upon exercise of an Option granted prior to the date, if any, upon which the Common Stock becomes a Listed Security to a person other than an officer, Director or Consultant, in that the Company shall have the right to
repurchase such Shares from the Participant upon the following terms: (A) the repurchase is made within 90 days of termination of the Participant’s Continuous Service Status for Cause at the Fair Market Value of the Shares as of the date
of termination, (B) consideration for the repurchase consists of cash or cancellation of purchase money indebtedness, and (C) the repurchase right terminates upon the effective date of the Company’s initial public offering of its
Common Stock. With respect to vested Shares issued upon exercise of an Option granted to any officer, Director or Consultant, the Company’s right to repurchase such Shares upon termination of the Participant’s Continuous Service Status for
Cause shall be made at the Participant’s original cost for the Shares and shall be effected pursuant to such terms and conditions, and at such time, as the Administrator shall determine. Nothing in this Section 10(b)(iv) shall in any way
limit the Company’s right to purchase unvested Shares issued upon exercise of an Option as set forth in the applicable Option Agreement. 
 (c) Buyout Provisions. The Administrator may at any time offer to buy out for a payment in cash or Shares an Option previously granted under the Plan based on such terms and conditions as
the Administrator shall establish and communicate to the Optionee at the time that such offer is made. 

  
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 11. Stock Purchase Rights. 

(a) Rights to Purchase. When the Administrator determines that it will offer Stock Purchase Rights under the
Plan, it shall advise the offeree in writing of the terms, conditions and restrictions related to the offer, including the number of Shares that such person shall be entitled to purchase, the price to be paid, and the time within which such person
must accept such offer. The offer to purchase Shares subject to Stock Purchase Rights shall be accepted by execution of a Restricted Stock Purchase Agreement in the form determined by the Administrator. 

(b) Repurchase Option. 

(i) General. Unless the Administrator determines otherwise, the Restricted Stock Purchase Agreement shall
grant the Company a repurchase option exercisable upon the voluntary or involuntary termination of the purchaser’s employment with the Company for any reason (including death or disability). The purchase price for Shares repurchased pursuant to
the Restricted Stock Purchase Agreement shall be the original purchase price paid by the purchaser and may be paid by cancellation of any indebtedness of the purchaser to the Company. The repurchase option shall lapse at such rate as the
Administrator may determine. 
 (ii) Termination for Cause. In the event of termination of a
Participant’s Continuous Service for Cause, the Company shall have the right to repurchase from the Participant vested Shares issued upon exercise of a Stock Purchase Right at the Participant’s original cost for the Shares. Such repurchase
shall be effected pursuant to such terms and conditions, and at such time, as the Administrator shall determine. Nothing in this Section 11(b)(ii) shall in any way limit the Company’s right to purchase unvested Shares as set forth in the
applicable Restricted Stock Purchase Agreement. 
 (c) Other Provisions. The Restricted Stock
Purchase Agreement shall contain such other terms, provisions and conditions not inconsistent with the Plan as may be determined by the Administrator in its sole discretion. In addition, the provisions of Restricted Stock Purchase Agreements need
not be the same with respect to each purchaser. 
 (d) Rights as a Stockholder. Once the Stock
Purchase Right is exercised, the purchaser shall have the rights equivalent to those of a stockholder, and shall be a stockholder when his or her purchase is entered upon the records of the duly authorized transfer agent of the Company. No
adjustment will be made for a dividend or other right for which the record date is prior to the date the Stock Purchase Right is exercised, except as provided in Section 14 of the Plan. 

12. Taxes. 
 (a) As a condition of the exercise of an Option or Stock Purchase Right granted under the Plan, the Participant (or in the case of the Participant’s death, the person exercising the Option or Stock
Purchase Right) shall make such arrangements as the Administrator may require for the satisfaction of any applicable federal, state, local or foreign withholding tax obligations that may arise in connection with the exercise of the Option or Stock
Purchase Right and the issuance of Shares. The Company shall not be required to issue any Shares under the Plan until such obligations are satisfied. If the Administrator allows the withholding or surrender of Shares to satisfy a Participant’s
tax withholding obligations under this Section 12 (whether pursuant to Section 12(c), (d) or (e), or otherwise), the Administrator shall not allow Shares to be withheld in an amount that exceeds the minimum statutory withholding rates
for federal and state tax purposes, including payroll taxes. 

  
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 (b) In the case of an Employee and in the absence of any other arrangement,
the Employee shall be deemed to have directed the Company to withhold or collect from his or her compensation an amount sufficient to satisfy such tax obligations from the next payroll payment otherwise payable after the date of an exercise of the
Option or Stock Purchase Right. 
 (c) This Section 12(c) shall apply only after the date, if any, upon
which the Common Stock becomes a Listed Security. In the case of Participant other than an Employee (or in the case of an Employee where the next payroll payment is not sufficient to satisfy such tax obligations, with respect to any remaining tax
obligations), in the absence of any other arrangement and to the extent permitted under the Applicable Laws, the Participant shall be deemed to have elected to have the Company withhold from the Shares to be issued upon exercise of the Option or
Stock Purchase Right that number of Shares having a Fair Market Value determined as of the applicable Tax Date (as defined below) equal to the amount required to be withheld. For purposes of this Section 12, the Fair Market Value of the Shares
to be withheld shall be determined on the date that the amount of tax to be withheld is to be determined under the Applicable Laws (the “Tax Date”). 

(d) If permitted by the Administrator, in its discretion, a Participant may satisfy his or her tax withholding obligations
upon exercise of an Option or Stock Purchase Right by surrendering to the Company Shares that have a Fair Market Value determined as of the applicable Tax Date equal to the amount required to be withheld. In the case of shares previously acquired
from the Company that are surrendered under this Section 12(d), such Shares must have been owned by the Participant for more than six (6) months on the date of surrender (or such other period of time as is required for the Company to avoid
adverse accounting charges). 
 (e) Any election or deemed election by a Participant to have Shares withheld to
satisfy tax withholding obligations under Section 12(c) or (d) above shall be irrevocable as to the particular Shares as to which the election is made and shall be subject to the consent or disapproval of the Administrator. Any election by
a Participant under Section 12(d) above must be made on or prior to the applicable Tax Date. 
 (f) In the
event an election to have Shares withheld is made by a Participant and the Tax Date is deferred under Section 83 of the Code because no election is filed under Section 83(b) of the Code, the Participant shall receive the full number of
Shares with respect to which the Option or Stock Purchase Right is exercised but such Participant shall be unconditionally obligated to tender back to the Company the proper number of Shares on the Tax Date. 

13. Non-Transferability of Options and Stock Purchase Rights. 

(a) General. Except as set forth in this Section 13, Options and Stock Purchase Rights may not be sold,
pledged, assigned, hypothecated, transferred or disposed of in any manner other than by will or by the laws of descent or distribution. The designation of a beneficiary by an Optionee will not constitute a transfer. An Option or Stock Purchase Right
may be exercised, during the lifetime of the holder of an Option or Stock Purchase Right, only by such holder or a transferee permitted by this Section 13. 

  
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 (b) Limited Transferability Rights. Notwithstanding anything
else in this Section 13, prior to the date, if any, on which the Common Stock becomes a Listed Security, the Administrator may in its discretion grant Nonstatutory Stock Options that may be transferred by instrument to an inter vivos or
testamentary trust in which the Options are to be passed to beneficiaries upon the death of the trustor (settlor) or by gift to “Immediate Family” (as defined below), on such terms and conditions as the Administrator deems appropriate.
Following the date, if any, on which the Common Stock becomes a Listed Security, the Administrator may in its discretion grant transferable Nonstatutory Stock Options pursuant to Option Agreements specifying the manner in which such Nonstatutory
Stock Options are transferable. “Immediate Family” means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or
sister-in-law, and shall include adoptive relationships. 
 14. Adjustments Upon Changes in Capitalization, Merger or
Certain Other Transactions. 
 (a) Changes in Capitalization. Subject to any required
action by the stockholders of the Company, the number of Shares of Common Stock covered by each outstanding Option or Stock Purchase Right, and the number of Shares of Common Stock that have been authorized for issuance under the Plan but as to
which no Options or Stock Purchase Rights have yet been granted or that have been returned to the Plan upon cancellation or expiration of an Option or Stock Purchase Right, as well as the price per Share of Common Stock covered by each such
outstanding Option or Stock Purchase Right, shall be proportionately adjusted for any increase or decrease in the number of issued Shares of Common Stock resulting from a stock split, reverse stock split, stock dividend, combination,
recapitalization or reclassification of the Common Stock, or any other increase or decrease in the number of issued Shares of Common Stock effected without receipt of consideration by the Company; provided, however, that conversion of any
convertible securities of the Company shall not be deemed to have been “effected without receipt of consideration.” Such adjustment shall be made by the Administrator, whose determination in that respect shall be final, binding and
conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect
to, the number or price of Shares of Common Stock subject to an Option or Stock Purchase Right. 
 (b)
Dissolution or Liquidation. In the event of the dissolution or liquidation of the Company, each Option and Stock Purchase Right will terminate immediately prior to the consummation of such action, unless otherwise determined by the
Administrator. 
 (c) Corporate Transaction; Change of Control. 

(i) In the event of a Corporate Transaction, each outstanding Option or Stock Purchase Right shall be assumed or an
equivalent option or right shall be substituted by such successor corporation or a parent or subsidiary of such successor corporation (the “Successor Corporation”), unless the Successor Corporation does not agree to assume the award
or to substitute an equivalent option or right, in which case such Option or Stock Purchase Right shall terminate upon the consummation of the transaction. 
 (ii) In the event of a Change of Control, the exercisability of each outstanding Option or, with respect to Stock Purchase Rights, the lapsing of a repurchase option, shall automatically be accelerated
completely so that one hundred percent (100%) of the number of Shares covered by such Option or Stock Purchase Right shall be fully vested immediately prior to the consummation of the Change of Control; provided, however, that the vesting of
each outstanding Option or, with respect to Stock Purchase Rights, the lapsing of a repurchase option, shall automatically be accelerated by only 

  
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twenty-five percent (25%) of the total number of Shares subject to the Option or Stock Purchase Right immediately prior to consummation of the Change of Control if and to the extent
that: (A) such Option or Stock Purchase Right is either to be assumed by the Successor Corporation at the consummation of the Change of Control or to be replaced with a comparable option to purchase shares of the capital stock of the
successor corporation at the consummation of the Change of Control, or (B) such Option or Stock Purchase Right is to be replaced by a comparable cash incentive program of the successor corporation based on the value of the Option or Stock
Purchase Right at the time of the consummation of the Change of Control. 
 (iii) The acceleration of the vesting
of outstanding Options and, with respect to Stock Purchase Rights, the lapsing of a repurchase option, provided for under this Section 14(c) shall not decrease the amount of the time over which such Options or Stock Purchase Rights vest but
shall decrease the number of shares under such Options or Stock Purchase Rights that were to vest or, with respect to Stock Purchase Rights, that were to have the repurchase option lapse, in each remaining vesting period pro rata based on the total
number of shares under such Options or Stock Repurchase Rights that were accelerated or, with respect to Stock Repurchase Rights, that had the repurchase option lapse. 

(iv) With respect to executive officers (officers having the title of Vice President and more senior officers, in each
case who report to the Company’s Chief Executive Officer), if such executive officer is terminated by the acquiring entity for reasons other than for Cause or by such executive officer by reason of an Involuntary Termination within twelve
(12) months after the consummation of a Change of Control, the exercisability of each outstanding Option or, with respect to Stock Purchase Rights, the lapsing of a repurchase option held by such executive officer shall be accelerated
completely so that, in addition to the automatic acceleration provided pursuant to clause (ii) above, an additional twenty-five percent (25%) of the number of Shares covered by such Option or Stock Purchase Right, in each case that are
remaining unvested as of the date of termination, shall become vested. 
 (v) The Administrator shall have the
authority, in the Administrator’s sole discretion, to provide for the automatic acceleration of any outstanding Option or, with respect to Stock Purchase Rights, the lapsing of a repurchase option, upon the occurrence of a Change of Control.

 (vi) For purposes of this Section 14(c), an Option or Stock Purchase Right shall be considered assumed,
without limitation, if, at the time of issuance of the stock or other consideration upon a Corporate Transaction or a Change of Control, as the case may be, each holder of an Option or Stock Purchase Right would be entitled to receive upon exercise
of the award the same number and kind of shares of stock or the same amount of property, cash or securities as such holder would have been entitled to receive upon the occurrence of the transaction if the holder had been, immediately prior to such
transaction, the holder of the number of Shares of Common Stock covered by the award at such time (after giving effect to any adjustments in the number of Shares covered by the Option or Stock Purchase Right as provided for in this Section 14);
provided that if such consideration received in the transaction is not solely common stock of the Successor Corporation, the Administrator may, with the consent of the Successor Corporation, provide for the consideration to be received upon exercise
of the award to be solely common stock of the Successor Corporation equal to the Fair Market Value of the per Share consideration received by holders of Common Stock in the transaction. 

  
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 (d) Certain Distributions. In the event of any distribution to
the Company’s stockholders of securities of any other entity or other assets (other than dividends payable in cash or stock of the Company) without receipt of consideration by the Company, the Administrator may, in its discretion, appropriately
adjust the price per Share of Common Stock covered by each outstanding Option or Stock Purchase Right to reflect the effect of such distribution. 
 15. Time of Granting Options and Stock Purchase Rights. The date of grant of an Option or Stock Purchase Right shall, for all purposes, be the date on which the Administrator makes the
determination granting such Option or Stock Purchase Right, or such other date as is determined by the Administrator, provided that in the case of any Incentive Stock Option, the grant date shall be the later of the date on which the Administrator
makes the determination granting such Incentive Stock Option or the date of commencement of the Optionee’s employment relationship with the Company. Notice of the determination shall be given to each Employee or Consultant to whom an Option or
Stock Purchase Right is so granted within a reasonable time after the date of such grant. 
 16. Amendment and Termination
of the Plan. 
 (a) Authority to Amend or Terminate. The Board may at any time amend,
alter, suspend or discontinue the Plan, but no amendment, alteration, suspension or discontinuation (other than an adjustment pursuant to Section 14 above) shall be made that would materially and adversely affect the rights of any Optionee or
holder of Stock Purchase Rights under any outstanding grant, without his or her consent. In addition, to the extent necessary and desirable to comply with the Applicable Laws, the Company shall obtain stockholder approval of any Plan amendment in
such a manner and to such a degree as required. 
 (b) Effect of Amendment or Termination. No
amendment or termination of the Plan shall materially and adversely affect Options or Stock Purchase Rights already granted, unless mutually agreed otherwise between the Optionee or holder of the Stock Purchase Rights and the Administrator, which
agreement must be in writing and signed by the Optionee or holder and the Company. 
 17. Conditions Upon Issuance of
Shares. Notwithstanding any other provision of the Plan or any agreement entered into by the Company pursuant to the Plan, the Company shall not be obligated, and shall have no liability for failure, to issue or deliver any Shares under the
Plan unless such issuance or delivery would comply with the Applicable Laws, with such compliance determined by the Company in consultation with its legal counsel. As a condition to the exercise of an Option or Stock Purchase Right, the Company may
require the person exercising the award to represent and warrant at the time of any such exercise that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares if, in the opinion of
counsel for the Company, such a representation is required by law. 
 18. Reservation of Shares. The Company,
during the term of this Plan, will at all times reserve and keep available such number of Shares as shall be sufficient to satisfy the requirements of the Plan. 
 19. Agreements. Options and Stock Purchase Rights shall be evidenced by Option Agreements and Restricted Stock Purchase Agreements, respectively, in such form(s) as the Administrator shall
from time to time approve. 

  
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 20. Stockholder Approval. If required by the Applicable Laws, continuance of
the Plan shall be subject to approval by the stockholders of the Company within twelve (12) months before or after the date the Plan is adopted. Such stockholder approval shall be obtained in the manner and to the degree required under the
Applicable Laws. 
 21. Information and Documents to Optionees and Purchasers. Prior to the date, if any, upon
which the Common Stock becomes a Listed Security and if required by the Applicable Laws, the Company shall provide financial statements at least annually to each Optionee and to each individual who acquired Shares pursuant to the Plan, during the
period such Optionee or purchaser has one or more Options or Stock Purchase Rights outstanding, and in the case of an individual who acquired Shares pursuant to the Plan, during the period such individual owns such Shares. The Company shall not be
required to provide such information if the issuance of Options or Stock Purchase Rights under the Plan is limited to key employees whose duties in connection with the Company assure their access to equivalent information. 

22. Awards Granted to California Residents. Prior to the date, if any, upon which the Common Stock becomes a Listed
Security, Options or Stock Purchase Rights granted under the Plan to persons resident in California shall be subject to the provisions set forth in Attachment A hereto. To the extent the provisions of the Plan conflict with the provisions set
forth on Attachment A, the provisions on Attachment A shall govern the terms of such Options. 

*************** 

  
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 Attachment A 

Provisions Applicable to Award Recipients 
 Resident in California 
 Until such time as any security of the
Company becomes a Listed Security and if required by Applicable Laws, the following additional terms shall apply to Options and Stock Purchase Rights, and Shares issued upon exercise of such awards, granted under the Amended and Restated 2001 Stock
Plan (the “Plan”) to persons resident in California as of the grant date of any such award (each such person, a “California Recipient”): 
 1. In the case of an Option, whether an Incentive Stock Option or a Nonqualified Stock Option, that is granted to a California Recipient who, at the time of the grant of such Option, owns stock
representing more than 10% of the total combined voting power of all classes of stock of the Company or any Parent or Subsidiary, the per Share exercise price shall be no less than 110% of the Fair Market Value on the grant date. 

2. In the case of a Nonqualified Stock Option that is granted to any other California Recipient, the per Share exercise price shall be no
less than 85% of the Fair Market Value per Share on the grant date. 
 3. In the case of a Stock Purchase Right granted to a
California Recipient, the purchase price applicable to stock purchased under such Stock Award shall not be less than 85% of the Fair Market Value of the Shares as of the Grant Date, or, in the case of a person owning stock representing more than 10%
of the total combined voting power of all classes of stock of the Company or any Parent or Subsidiary, the price shall not be less than 100% of the Fair Market Value of the Shares as of the grant date. 

4. With respect to an Option or Stock Purchase Right issued to any California Recipient who is not an Officer, Director or Consultant,
such Option or Stock Purchase Right shall become exercisable, or any repurchase option in favor of the Company shall lapse, at the rate of at least 20% per year over five years from the grant date. 

5. The following rules shall apply to an Option issued to any California Recipient or to stock issued to a California Recipient upon
exercise of a Stock Purchase Right, in the event of termination of the California Recipient’s employment or services with the Company: 
 (a) If such termination was for reasons other than death or disability, the California Recipient shall have at least 30 days after the date of such termination (but in no event later than the expiration
of the term of such Option established by the Plan Administrator as of the grant date) to exercise such Option. 

(b) If such termination was on account of the death or disability of the California Recipient, the holder of the Option
may, but only within six months from the date of such termination (but in no event later than the expiration date of the term of such Option established by the Plan Administrator as of the grant date), exercise the Option to the extent the
California Recipient was otherwise entitled to exercise it at the date of such termination. To the extent that the California Recipient was not entitled to exercise the Option at the date of termination, or if the holder does not exercise such
Option to the extent so entitled within six months from the date of termination, the Option shall terminate and the Common Stock underlying the unexercised portion of the Option shall revert to the Plan. 







 (c) Section 10(b)(iv) of the Plan shall apply with equal effect to
vested Shares acquired upon exercise of an Option granted prior to the date, if any, upon which the Common Stock becomes a Listed Security to a person other than an Officer, Director or Consultant, in that the Company shall have the right to
repurchase such Shares from the Participant upon the following terms: (A) the repurchase is made within 90 days of termination of the Participant’s Continuous Service for Cause at the Fair Market Value of the Shares as of the date of
termination, (B) consideration for the repurchase consists of cash or cancellation of purchase money indebtedness, and (C) the repurchase right terminates upon the effective date of the Company’s initial public offering of its Common
Stock. With respect to vested Shares issued upon exercise of an Option granted to any Officer, Director or Consultant, the Company’s right to repurchase such Shares upon termination of the Participant’s Continuous Service for Cause shall
be made at the Participant’s original cost for the Shares and shall be effected pursuant to such terms and conditions, and at such time, as the Administrator shall determine. Nothing in this Section 10(b)(iv) shall in any way limit the
Company’s right to purchase unvested Shares issued upon exercise of an Option as set forth in the applicable Option Agreement. 
 (d) In the event of termination of a Participant’s Continuous Service Status for Cause, the Company shall have the right to repurchase from the Participant vested Shares issued upon exercise of a
Stock Purchase Right granted prior to the date, if any, upon which the Common Stock becomes a Listed Security to any person other than an Officer, Director or Consultant prior to the date, if any, upon which the Common stock becomes a Listed
Security upon the following terms: (A) the repurchase must be made within 90 days of termination of the Participant’s Continuous Service for Cause at the Fair Market Value of the Shares as of the date of termination, (B) consideration
for the repurchase consists of cash or cancellation of purchase money indebtedness, and (C) the repurchase right terminates upon the effective date of the Company’s initial public offering of its Common Stock. With respect to vested Shares
issued upon exercise of a Stock Purchase Right granted to any officer, Director or Consultant, the Company’s right to repurchase such Shares upon termination of such Participant’s Continuous Service for Cause shall be made at the
Participant’s original cost for the Shares and shall be effected pursuant to such terms and conditions, and at such time, as the Administrator shall determine. 
 6. The Company shall provide financial statements at least annually to each California Recipient during the period such person has one or more Options or Stock Awards outstanding, and in the case of an
individual who acquired Shares pursuant to the Plan, during the period such individual owns such Shares. The Company shall not be required to provide such information if the issuance of awards under the Plan is limited to key employees whose duties
in connection with the Company assure their access to equivalent information. 
 7. Unless defined below or otherwise in this
Attachment, Capitalized terms shall have the meanings set forth in the Plan. For purposes of this Attachment, “Officer” means a person who is an officer of the Company within the meaning of Section 16(a) of the Exchange Act and the
rules and regulations promulgated thereunder. 
 *************** 

  
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 PLAN ADOPTION AND AMENDMENTS 

 

					
	 Effective Date of
Adoption/

Amendment
	  	Section	  	 Effect of Amendment

	 July 24, 2003
	  	All	  	Adoption of Amended and Restated 2001 Stock Plan.
			
	 September 11, 2003
	  	3	  	 1) Increase in shares reserved from 8,600,000 to 12,000,000.
 2) Modification of Section 14(c)(iv) and 14(c)(v) Corporate Transaction; Change of Control provisions.

			
	 March 29, 2004
	  	3	  	On March 25, 2004, Board approved increase in shares reserved from 12,000,000 to 15,662,100, to be effective upon March 29, 2004 closing.
			
	 September 10, 2004
	  	3	  	Increase in shares reserved from 15,662,100 to 21,861,428
			
	 May 9, 2005
	  	3	  	Increase in shares reserved from 21,861,428 to 23,871,428
			
	 December 7, 2005
	  	3	  	Increase in shares reserved from 23,871,428 to 28,592,167
			
	 September 22, 2006
	  	3	  	Increase in shares reserved from 28,592,167 to 30,126,000