exv10w3






Exhibit 10.3




FUSION-IO, INC.




2008 STOCK INCENTIVE PLAN



Adopted on March 20, 2008



(as amended on June 24, 2008)



(as amended on July 27, 2010)



(as amended on January 25, 2011)







 









 








TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	 
	 	 	 	 
	1. PURPOSE OF THE PLAN
	 	 	1	 
	 
	 	 	 	 
	2. ADMINISTRATION
	 	 	1	 
	2.1 Administrator
	 	 	1	 
	2.2 Plan Awards; Interpretation; Powers of Administrator
	 	 	2	 
	2.3 Binding Determinations
	 	 	3	 
	2.4 Reliance on Experts
	 	 	3	 
	2.5 Delegation
	 	 	3	 
	 
	 	 	 	 
	3. ELIGIBILITY
	 	 	3	 
	 
	 	 	 	 
	4. STOCK SUBJECT TO THE PLAN
	 	 	4	 
	4.1 Shares Available
	 	 	4	 
	4.2 Share Limits
	 	 	4	 
	4.3 Replenishment and Reissue of Unvested Awards
	 	 	5	 
	4.4 Reservation of Shares
	 	 	5	 
	 
	 	 	 	 
	5. OPTION GRANT PROGRAM
	 	 	5	 
	5.1 Option Grants in General
	 	 	5	 
	5.2 Types of Options
	 	 	6	 
	5.3 Option Price
	 	 	6	 
	5.4 Vesting; Term; Exercise Procedure
	 	 	8	 
	5.5 Limitations on Grant and Terms of Incentive Stock Options
	 	 	9	 
	5.6 Effects of Termination of Employment on Options
	 	 	10	 
	5.7 Option Repricing/Cancellation and Regrant/Waiver of Restrictions
	 	 	11	 
	5.8 Early Exercise Options
	 	 	11	 
	 
	 	 	 	 
	6. STOCK AWARD PROGRAM
	 	 	11	 
	6.1 Stock Awards in General
	 	 	11	 
	6.2 Types of Stock Awards
	 	 	12	 
	6.3 Purchase Price
	 	 	12	 
	6.4 Vesting
	 	 	12	 
	6.5 Term
	 	 	12	 
	6.6 Stock Certificates; Fractional Shares
	 	 	12	 
	 
	 	 	 	 
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TABLE
OF CONTENTS
(continued)



	 	 	 	 	 
	 	 	Page
	 
	 	 	 	 
	6.7 Dividend and Voting Rights
	 	 	13	 
	6.8 Termination of Employment; Return to the Corporation
	 	 	13	 
	6.9 Waiver of Restrictions
	 	 	13	 
	 
	 	 	 	 
	7. PROVISIONS APPLICABLE TO ALL AWARDS
	 	 	13	 
	7.1 Rights of Eligible Persons, Participants and Beneficiaries
	 	 	13	 
	7.2 No Transferability; Limited Exception to Transfer Restrictions
	 	 	14	 
	7.3 Adjustments; Changes in Control
	 	 	16	 
	7.4 Termination of Employment or Services
	 	 	20	 
	7.5 Compliance with Laws
	 	 	21	 
	7.6 Tax Withholding
	 	 	23	 
	7.7 Plan and Award Amendments, Termination and Suspension
	 	 	24	 
	7.8 Privileges of Stock Ownership
	 	 	25	 
	7.9 Stock-Based Awards in Substitution for Awards Granted by Other Corporation
	 	 	25	 
	7.10 Effective Date of the Plan
	 	 	25	 
	7.11 Term of the Plan
	 	 	25	 
	7.12 Governing Law/Severability
	 	 	26	 
	7.13 Captions
	 	 	26	 
	7.14 Non-Exclusivity of Plan
	 	 	26	 
	7.15 No Restriction on Corporate Powers
	 	 	26	 
	7.16 Other Company Compensation or Benefit Programs
	 	 	26	 
	 
	 	 	 	 
	8. DEFINITIONS
	 	 	27	 
	 
	 	 	 	 
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FUSION-IO, INC.




2008 STOCK INCENTIVE PLAN



PREFACE



     This Plan is divided into two separate equity programs: (1) the option grant program set forth
in Section 5 under which Eligible Persons (as defined in Section 3) may, at the discretion of the
Administrator, be granted Options, and (2) the stock award program set forth in Section 6 under
which Eligible Persons may, at the discretion of the Administrator, be awarded restricted or
unrestricted shares of Common Stock. Section 2 of this Plan contains the general rules regarding
the administration of this Plan. Section 3 sets forth the requirements for eligibility to receive
an Award grant under this Plan. Section 4 describes the capital stock of the Corporation that may
be subject to Awards granted under this Plan. Section 7 contains other provisions applicable to
all Awards granted under this Plan. Section 8 provides definitions for certain capitalized terms
used in this Plan and not otherwise defined herein.




	1.	 	PURPOSE OF THE PLAN.
	 
	 	 	The purpose of this Plan is to promote the success of the Corporation and the interests of
its stockholders by providing a means through which the Corporation may grant equity-based
incentives to attract, motivate, retain and reward certain officers, employees, directors
and other eligible persons and to further link the interests of Award recipients with those
of the Corporation’s stockholders generally.
	 
	2.	 	ADMINISTRATION.






	 	2.1	 	Administrator. This Plan shall be administered by and all Awards under this Plan shall be
authorized by the Administrator. The “Administrator” means the Board or one or more
committees appointed by the Board or another committee (within its delegated
authority) to administer all or certain aspects of this Plan. Any such committee
shall be comprised solely of one or more directors or such number of directors as may
be required under applicable law. A committee may delegate some or all of its
authority to another committee so constituted. The Board or a committee comprised
solely of directors may also delegate, to the extent permitted by applicable law, to
one or more officers of the Corporation, its powers under this Plan (a) to designate
the officers and employees of the Corporation and its Affiliates who will receive
grants of Awards under this Plan, and (b) to determine the number of shares subject
to, and the other terms and conditions of, such Awards. The Board may delegate
different levels of authority to different committees with administrative and grant
authority under this Plan. Unless otherwise provided in the Bylaws of the
Corporation or the applicable
charter of any Administrator: (a) a majority of the members of the acting
Administrator shall constitute a quorum, and (b) the vote of a majority of the
members present assuming the presence of a quorum or the unanimous written consent of
the members of the Administrator shall constitute action by the acting Administrator.




 









 






	 	2.2	 	Plan Awards; Interpretation; Powers of Administrator. Subject to the express provisions of this Plan, the Administrator is authorized
and empowered to do all things necessary or desirable in connection with the
authorization of Awards and the administration of this Plan (in the case of a
committee or delegation to one or more officers, within the authority delegated to
that committee or person(s)), including, without limitation, the authority to:






	 	(a)	 	determine eligibility and, from among those persons determined to
be eligible, the particular Eligible Persons who will receive Awards;
	 
	 	(b)	 	grant Awards to Eligible Persons, determine the price and number
of securities to be offered or awarded to any of such persons, determine the
other specific terms and conditions of Awards consistent with the express limits
of this Plan, establish the installments (if any) in which such Awards will
become exercisable or will vest (which may include, without limitation,
performance and/or time-based schedules) or determine that no delayed
exercisability or vesting is required, establish any applicable performance
targets, and establish the events of termination or reversion of such Awards;
	 
	 	(c)	 	approve the forms of Award Agreements, which need not be
identical either as to type of Award or among Participants;
	 
	 	(d)	 	construe and interpret this Plan and any Award Agreement or other
agreements defining the rights and obligations of the Corporation, its
Affiliates, and Participants under this Plan, make factual determinations with
respect to the administration of this Plan, further define the terms used in
this Plan, and prescribe, amend and rescind rules and regulations relating to
the administration of this Plan or the Awards;
	 
	 	(e)	 	cancel, modify, or waive the Corporation’s rights with respect
to, or modify, discontinue, suspend, or terminate any or all outstanding Awards,
subject to any required consent under Section 7.7.4;
	 
	 	(f)	 	accelerate or extend the vesting or exercisability or extend the
term of any or all outstanding Awards (within the maximum ten-year term of
Awards under Sections 5.4.2 and 6.5) in such circumstances as the Administrator
may deem appropriate (including, without limitation, in connection with a
termination of employment or services or other events of a personal nature);
	 
	 	(g)	 	determine Fair Market Value for purposes of this Plan and Awards;
	 
	 	(h)	 	determine the duration and purposes of leaves of absence that may
be granted to Participants without constituting a termination of their
employment for purposes of this Plan; and




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	 	(i)	 	determine whether, and the extent to which, adjustments are
required pursuant to Section 7.3 hereof and authorize the termination,
conversion, substitution or succession of awards upon the occurrence of an event
of the type described in Section 7.3.






	 	2.3	 	Binding Determinations. Any action taken by, or inaction of, the Corporation, any Affiliate, the Board or
the Administrator relating or pursuant to this Plan and within its authority
hereunder or under applicable law shall be within the absolute discretion of that
entity or body and shall be conclusive and binding upon all persons. Neither the
Board nor the Administrator, nor any member thereof or person acting at the direction
thereof, shall be liable for any act, omission, interpretation, construction or
determination made in good faith in connection with this Plan (or any Award), and all
such persons shall be entitled to indemnification and reimbursement by the
Corporation in respect of any claim, loss, damage or expense (including, without
limitation, attorneys’ fees) arising or resulting therefrom to the fullest extent
permitted by law and/or under any directors and officers liability insurance coverage
that may be in effect from time to time.
	 
	 	2.4	 	Reliance on Experts. In making any determination or in taking or not taking any action under this Plan,
the Administrator may obtain and may rely upon the advice of experts, including
employees of and professional advisors to the Corporation. No director, officer or
agent of the Corporation or any of its Affiliates shall be liable for any such action
or determination taken or made or omitted in good faith.
	 
	 	2.5	 	Delegation. The Administrator may delegate ministerial, non-discretionary functions to
individuals who are officers or employees of the Corporation or any of its Affiliates
or to third parties.






	3.	 	ELIGIBILITY.
	 
	 	 	Awards may be granted under this Plan only to those persons that the Administrator
determines to be Eligible Persons. An “Eligible Person” means any person who qualifies as
one of the following at the time of grant of the respective Award:






	 	(a)	 	an officer (whether or not a director) or employee of the Corporation or any of
its Affiliates;
	 
	 	(b)	 	any member of the Board; or
	 
	 	(c)	 	any director of one of the Corporation’s Affiliates, or any individual
consultant or advisor who renders or has rendered bona fide services (other than
services in connection with the offering or sale of securities of the Corporation or
one of its Affiliates, as applicable, in a capital raising transaction or as a market
maker or promoter of that entity’s securities) to the Corporation or one of its
Affiliates.




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	 	 	An advisor or consultant may be selected as an Eligible Person pursuant to clause (c) above
only if such person’s participation in this Plan would not adversely affect (1) the
Corporation’s eligibility to rely on the Rule 701 exemption from registration under the
Securities Act for the offering of shares issuable under this Plan by the Corporation, or
(2) the Corporation’s compliance with any other applicable laws.
	 
	 	 	An Eligible Person may, but need not, be granted one or more Awards pursuant to Section 5
and/or one or more Awards pursuant to Section 6. An Eligible Person who has been granted an
Award under this Plan may, if otherwise eligible, be granted additional Awards under this
Plan if the Administrator so determines. However, a person’s status as an Eligible Person
is not a commitment that any Award will be granted to that person under this Plan.
Furthermore, an Eligible Person who has been granted an Award under Section 5 is not
necessarily entitled to an Award under Section 6, or vice versa, unless otherwise expressly
determined by the Administrator.
	 
	 	 	Each Award granted under this Plan must be approved by the Administrator at or prior to the
grant of the Award.
	 
	4.	 	STOCK SUBJECT TO THE PLAN.






	 	4.1	 	Shares Available. Subject to the provisions of Section 7.3.1, the capital stock that may be
delivered under this Plan will be shares of the Corporation’s authorized but unissued
Common Stock and any of its shares of Common Stock held as treasury shares. The
shares of Common Stock issued and delivered may be issued and delivered for any
lawful consideration.
	 
	 	4.2	 	Share Limits. Subject to the provisions of Section 7.3.1 of this Plan and further subject to the
share counting rules of Section 4.3 of this Plan, the maximum number of shares of
Common Stock that may be delivered pursuant to Awards granted under this Plan and the
Fusion-io, Inc. 2010 Executive Stock Incentive Plan (collectively, the “Stock Plans”)
will not exceed Eighteen Million Nine Hundred Eighty-Four Thousand One Hundred
Fifty-Nine (18,984,159)1shares (the “Share Limit”) in the aggregate. As
required under Treasury Regulation Section 1.422-2(b)(3)(i), in no event will the
number of shares of Common Stock that may be delivered pursuant to Incentive Stock
Options granted under the Stock Plans exceed the Share Limit.
	 
	 	4.3	 	Replenishment and Reissue of Unvested Awards. To the extent that an Award is settled in cash or a form other than shares of
Common Stock, the shares that would have been delivered had there been no such cash
or other settlement shall not be







 




			
	1	 	Includes initial reservation of 499,844
shares, the 5-for-1 forward stock split effected on July 14, 2008, the
1,000,000 share increase authorized by the Board of Directors on June 24, 2008,
the 9,484,939 share increase authorized by the Board of Directors on April 2,
2009, the 3,000,000 share increase authorized by the Board of Directors on
April 7, 2010, and the 3,000,000 increase on January 25, 2011.




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	 	 	 	counted against the shares available for issuance
under the Stock Plans. No Award may be granted under the Plan unless, on the date of
grant, the sum of (a) the maximum number of shares of Common Stock issuable at any
time pursuant to such Award, plus (b) the number of shares of Common Stock that have
previously been issued pursuant to Awards granted under any Stock Plan, plus (c) the
maximum number of shares of Common Stock that may be issued at any time after such
date of grant pursuant to Awards that are outstanding on such date, does not exceed
the Share Limit. Shares of Common Stock that are subject to or underlie Options
granted under this Plan that expire or for any reason are canceled or terminated
without having been exercised (or shares of Common Stock subject to or underlying the
unexercised portion of such Options in the case of Options that were partially
exercised), as well as shares of Common Stock that are subject to Stock Awards made
under this Plan that are forfeited to the Corporation or otherwise repurchased by the
Corporation prior to the vesting of such shares for a price not greater than the
original purchase or issue price of such shares (as adjusted pursuant to Section
7.3.1) will again, except to the extent prohibited by law or applicable listing or
regulatory requirements (and subject to any applicable limitations of the Code in the
case of Awards intended to be Incentive Stock Options), be available for subsequent
Award grants under the Stock Plans. Shares that are exchanged by a Participant or
withheld by the Corporation as full or partial payment in connection with any Award
under this Plan, as well as any shares exchanged by a Participant or withheld by the
Corporation or one of its Affiliates to satisfy the tax withholding
obligations related to any Award, shall be available for subsequent Awards under the
Stock Plans.
	 
	 	4.4	 	Reservation of Shares. The Corporation shall at all times reserve a number of shares of Common Stock
sufficient to cover the Corporation’s obligations and contingent obligations to
deliver shares with respect to Awards then outstanding under this Plan.






	5.	 	OPTION GRANT PROGRAM.






	 	5.1	 	Option Grants in General. Each Option shall be evidenced by an Award Agreement in the form approved by the
Administrator. The Award Agreement evidencing an Option shall contain the terms
established by the Administrator for that Option, as well as any other terms,
provisions, or restrictions that the Administrator may impose on the Option or any
shares of Common Stock subject to the Option; in each case subject to the applicable
provisions and limitations of this Section 5 and the other applicable provisions and
limitations of this Plan. The Administrator may require that the recipient of an
Option promptly execute and return to the Corporation his or her Award Agreement
evidencing the Option. In addition, the Administrator may require that the spouse of
any married recipient of an Option also promptly execute and return to the
Corporation the Award Agreement evidencing the Option granted to the recipient or
such other spousal consent form that the Administrator may require in connection with
the grant of the Option.




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	 	5.2	 	Types of Options. The Administrator will designate each Option granted under this Plan as either an
Incentive Stock Option or a Nonqualified Stock Option, and such designation shall be
set forth in the applicable Award Agreement. Any Option granted under this Plan that
is not expressly designated in the applicable Award Agreement as an Incentive Stock
Option will be deemed to be designated a Nonqualified Stock Option under this Plan
and not an “incentive stock option” within the meaning of Section 422 of the Code.
Incentive Stock Options shall be subject to the provisions of Section 5.5 in addition
to the provisions of this Plan applicable to Options generally. The Administrator
may, in its discretion, designate any Option as an “early exercise option” pursuant
to Section 5.8.
	 
	 	5.3	 	Option Price.






	 	5.3.1	 	Pricing Limits. Subject to the following provisions of
this Section 5.3.1, the Administrator will determine the purchase price per
share of the Common Stock covered by each Option (the “exercise price” of the
Option) at the time of the grant of the Option, which exercise price will be set
forth in the applicable Award Agreement. In no case will the exercise price of
an Option be less than the greater of:






	 	(a)	 	the par value of the Common Stock;
	 
	 	(b)	 	subject to clause (c) below, 100% of the Fair
Market Value of the Common Stock on the date of grant; or
	 
	 	(c)	 	in the case of an Incentive Stock Option granted
to a Participant described in Section 5.5.4, 110% of the Fair Market
Value of the Common Stock on the date of grant.






	 	5.3.2	 	Payment Provisions. The Corporation will not be
obligated to deliver certificates for the shares of Common Stock to be purchased
on exercise of an Option unless and until it receives full payment of the
exercise price therefor, all related withholding obligations under Section 7.6
have been satisfied, and all other conditions to the exercise of the Option set
forth herein or in the Award Agreement have been satisfied. The purchase price
of any shares of Common Stock purchased on exercise of an Option must be paid in
full at the time of each purchase in such lawful consideration as may be
permitted or required by the Administrator, which may include, without
limitation, one or a combination of the following methods:






	 	(a)	 	cash, check payable to the order of the
Corporation, or electronic funds transfer;
	 
	 	(b)	 	notice and third party payment in such manner as
may be authorized by the Administrator;




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	 	(c)	 	the delivery of previously owned shares of Common
Stock;
	 
	 	(d)	 	by a reduction in the number of shares of Common
Stock otherwise deliverable pursuant to the Award;
	 
	 	(e)	 	subject to such procedures as the Administrator
may adopt, pursuant to a “cashless exercise”; or
	 
	 	(f)	 	if authorized by the Administrator or specified
in the applicable Award Agreement, by a promissory note of the
Participant consistent with the requirements of Section 5.3.3.
	 
	 	In no event shall any shares newly-issued by the Corporation be issued for
less than the minimum lawful consideration for such shares or for
consideration other than consideration permitted by applicable state law.
Shares of Common Stock used to satisfy the exercise price of an Option
(whether previously-owned shares or shares otherwise deliverable pursuant to
the terms of the Option) shall be valued at their Fair Market Value on the
date of exercise. Unless otherwise expressly provided in the applicable
Award Agreement, the Administrator may eliminate or limit a Participant’s
ability to pay the purchase or exercise price of any Award by any method
other than cash payment to the Corporation.






	 	5.3.3	 	Acceptance of Notes to Finance Exercise. The
Corporation may, with the Administrator’s approval in each specific case, accept
one or more promissory notes from any Eligible Person in connection with the
exercise of any Option; provided that any such note shall be subject to the
following terms and conditions:






	 	(a)	 	The principal of the note shall not exceed the
amount required to be paid to the Corporation upon the exercise,
purchase or acquisition of one or more Awards under this Plan and the
note shall be delivered directly to the Corporation in consideration of
such exercise, purchase or acquisition.
	 
	 	(b)	 	The initial term of the note shall be determined
by the Administrator; provided that the term of the note, including
extensions, shall not exceed a period of five years.
	 
	 	(c)	 	The note shall provide for full recourse to the
Participant and shall bear interest at a rate determined by the
Administrator, but not less than the interest rate necessary to avoid
the imputation of interest under the Code and to avoid any adverse
accounting consequences in connection with the exercise, purchase or
acquisition.




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	 	(d)	 	If the employment or services of the Participant
by or to the Corporation and its Affiliates terminates, the unpaid
principal balance of the note shall become due and payable on the 30th
business day after such termination; provided, however, that if a sale
of the shares acquired on exercise of the Option would cause such
Participant to incur liability under Section 16(b) of the Exchange Act,
the unpaid balance shall become due and payable on the 10th business day
after the first day on which a sale of such shares could have been made
without incurring such liability assuming for these purposes that there
are no other transactions (or deemed transactions) in securities of the
Corporation by the Participant subsequent to such termination.
	 
	 	(e)	 	If required by the Administrator or by applicable
law, the note shall be secured by a pledge of any shares or rights
financed thereby or other collateral, in compliance with applicable law.






	 	 	 	The terms, repayment provisions, and collateral release provisions of the
note and the pledge securing the note shall conform with all applicable rules
and regulations, including those of the Federal Reserve Board and any
applicable state law, as then in effect.






	 	5.4	 	Vesting; Term; Exercise Procedure.






	 	5.4.1	 	Vesting. Except as provided in Section 5.8, an Option
may be exercised only to the extent that it is vested and exercisable. The
Administrator will determine the vesting and/or exercisability provisions of
each Option (which may be based on performance criteria, passage of time or
other factors or any combination thereof), which provisions will be set forth in
the applicable Award Agreement. Unless the Administrator otherwise expressly
provides, once exercisable an Option will remain exercisable until the
expiration or earlier termination of the Option.
	 
	 	5.4.2	 	Term. Each Option shall expire not more than 10 years
after its date of grant. Each Option will be subject to earlier termination as
provided in or pursuant to Sections 5.6 and 7.3.
	 
	 	5.4.3	 	Exercise Procedure. Any exercisable Option will be
deemed to be exercised when the Corporation receives written notice of such
exercise from the Participant (on a form and in such manner as may be required
by the Administrator), together with any required payment made in accordance
with Section 5.3 and Section 7.6 and any written statement required pursuant to
Section 7.5.1.
	 
	 	5.4.4	 	Fractional Shares/Minimum Issue. Fractional share
interests will be disregarded, but may be accumulated. The Administrator,
however,




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	 	 	 	may determine that cash, other securities, or other property will be
paid or transferred in lieu of any fractional share interests. No fewer than
100 shares (subject to adjustment pursuant to Section 7.3.1) may
be purchased on
exercise of any Option at one time unless the number purchased is the total
number at the time available for purchase under the Option.






	 	5.5	 	Limitations on Grant and Terms of Incentive Stock Options.






	 	5.5.1	 	$100,000 Limit. To the extent that the aggregate Fair
Market Value of stock with respect to which incentive stock options first become
exercisable by a Participant in any calendar year exceeds $100,000, taking into
account both Common Stock subject to Incentive Stock Options under this Plan and
stock subject to incentive stock options under all other plans of the
Corporation or any of its Affiliates, such options will be treated as
nonqualified stock options. For this purpose, the Fair Market Value of the
stock subject to options will be determined as of the date the options were
awarded. In reducing the number of options treated as incentive stock options
to meet the $100,000 limit, the most recently granted options will be reduced
(recharacterized as nonqualified stock options) first. To the extent a
reduction of simultaneously granted options is necessary to meet the $100,000
limit, the Administrator may, in the manner and to the extent permitted by law,
designate which shares of Common Stock are to be treated as shares acquired
pursuant to the exercise of an incentive stock option.
	 
	 	5.5.2	 	Other Code Limits. Incentive Stock Options may only be
granted to individuals that are employees of the Corporation or one of its
Affiliates and satisfy the other eligibility requirements of the Code. Any
Award Agreement relating to Incentive Stock Options will contain or shall be
deemed to contain such other terms and conditions as from time to time are
required in order that the Option be an “incentive stock option” as that term is
defined in Section 422 of the Code.
	 
	 	5.5.3	 	ISO Notice of Sale Requirement. Any Participant who
exercises an Incentive Stock Option shall give prompt written notice to the
Corporation of any sale or other transfer of the shares of Common Stock acquired
on such exercise if the sale or other transfer occurs within (a) one year after
the exercise date of the Option, or (b) two years after the grant date of the
Option.
	 
	 	5.5.4	 	Limits on 10% Holders. No Incentive Stock Option may be
granted to any person who, at the time the Incentive Stock Option is granted,
owns (or is deemed to own under Section 424(d) of the Code) shares of
outstanding stock of the Corporation (or any of its Affiliates) possessing more
than 10% of the total combined voting power of all classes of stock of the
Corporation (or any of its Affiliates), unless the exercise price of such
Incentive




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	 	 	 	Stock Option is at least 110% of the Fair Market Value of the stock
subject to the Incentive Stock Option and the Incentive Stock Option by its
terms is not exercisable more than five years after the date the Incentive Stock
Option is granted.






	 	5.6	 	Effects of Termination of Employment on Options.






	 	5.6.1	 	Dismissal for Cause. Unless otherwise provided in the
Award Agreement and subject to earlier termination pursuant to or as
contemplated by Section 5.4.2 or 7.3, if a Participant’s employment by or
service to the Corporation or any of its Affiliates is terminated by such entity
for Cause, the Participant’s Option will terminate on the Participant’s
Severance Date, whether or not the Option is then vested and/or exercisable.
	 
	 	5.6.2	 	Death or Disability. Unless otherwise provided in the
Award Agreement (consistent with applicable securities laws) and subject to
earlier termination pursuant to or as contemplated by Section 5.4.2 or 7.3, if a
Participant’s employment by or service to the Corporation or any of its
Affiliates terminates as a result of the Participant’s death or Total
Disability:






	 	(a)	 	the Participant (or his or her Personal
Representative or Beneficiary, in the case of the Participant’s Total
Disability or death, respectively), will have until the date that is 12
months after the Participant’s Severance Date to exercise the
Participant’s Option (or portion thereof) to the extent that it was
vested and exercisable on the Severance Date;
	 
	 	(b)	 	the Option, to the extent not vested and
exercisable on the Participant’s Severance Date, shall terminate on the
Severance Date; and
	 
	 	(c)	 	the Option, to the extent exercisable for the
12-month period following the Participant’s Severance Date and not
exercised during such period, shall terminate at the close of business
on the last day of the 12-month period.






	 	5.6.3	 	Other Terminations of Employment. Unless otherwise
provided in the Award Agreement (consistent with applicable securities laws) and
subject to earlier termination pursuant to or as contemplated by Section 5.4.2
or 7.3, if a Participant’s employment by or service to the Corporation or any of
its Affiliates terminates for any reason other than a termination by such entity
for Cause or because of the Participant’s death or Total Disability:






	 	(a)	 	the Participant will have until the date that is
3 months after the Participant’s Severance Date to exercise his or her
Option (or portion thereof) to the extent that it was vested and
exercisable on the Severance Date;




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	 	(b)	 	the Option, to the extent not vested and
exercisable on the Participant’s Severance Date, shall terminate on the
Severance Date; and
	 
	 	(c)	 	the Option, to the extent exercisable for the
3-month period following the Participant’s Severance Date and not
exercised during such period,
shall terminate at the close of business on the last day of the
3-month period.






	 	5.7	 	Option Repricing/Cancellation and Regrant/Waiver of Restrictions. Subject to Section 4 and Section 7.7 and the specific limitations on Options
contained in this Plan, the Administrator from time to time may authorize, generally
or in specific cases only, for the benefit of any Eligible Person, any adjustment in
the exercise price, the vesting schedule, the number of shares subject to, or the
term of, an Option granted under this Plan by cancellation of an outstanding Option
and a subsequent regranting of the Option, by amendment, by substitution of an
outstanding Option, by waiver or by other legally valid means. Such amendment or
other action may result in, among other changes, an exercise price that is higher or
lower than the exercise price of the original or prior Option, provide for a greater
or lesser number of shares of Common Stock subject to the Option, or provide for a
longer or shorter vesting or exercise period.
	 
	 	5.8	 	Early Exercise Options. The Administrator may, in its discretion, designate any Option as an “early
exercise” Option which, by express provision in the applicable Award Agreement, may
be exercised prior to the date such Option has vested. If the Participant elects to
exercise all or a portion of any such Option before it is vested, the shares of
Common Stock acquired under the Option which are attributable to the unvested portion
of the Option shall be Restricted Shares. The applicable Award Agreement will
specify the extent (if any) to which and the time (if ever) at which the Participant
will be entitled to dividends, voting and other rights in respect of such Restricted
Shares prior to vesting, and the restrictions imposed on such shares and the
conditions of release or lapse of such restrictions. Unless otherwise expressly
provided in the applicable Award Agreement, such Restricted Shares shall be subject
to the provisions of Sections 6.6 through 6.9, below.






	6.	 	STOCK AWARD PROGRAM.






	 	6.1	 	Stock Awards in General. Each Stock Award shall be evidenced by an Award Agreement in the form approved by
the Administrator. The Award Agreement evidencing a Stock Award shall contain the
terms established by the Administrator for that Stock Award, as well as any other
terms, provisions, or restrictions that the Administrator may impose on the Stock
Award; in each case subject to the applicable provisions and limitations of this
Section 6 and the other applicable provisions and limitations of this Plan. The
Administrator may require that the recipient of a Stock Award promptly execute and
return to the Corporation his or her Award Agreement evidencing the Stock Award. In
addition, the Administrator may require that the




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	 	 	 	spouse of any married recipient of a
Stock Award also promptly execute and return to the Corporation the Award Agreement
evidencing the Stock Award granted to the recipient or such other spousal consent
form that the Administrator may require in connection with the grant of the Stock
Award.
	 
	 	6.2	 	Types of Stock Awards. The Administrator shall designate whether a Stock Award shall be a Restricted
Stock Award, and such designation shall be set forth in the applicable Award
Agreement.
	 
	 	6.3	 	Purchase Price.






	 	6.3.1	 	Pricing Limits. Subject to the following provisions of
this Section 6.3, the Administrator will determine the purchase price per share
of the Common Stock covered by each Stock Award at the time of grant of the
Award. In no case will such purchase price be less than the par value of the
Common Stock.
	 
	 	6.3.2	 	Payment Provisions. The Corporation will not be
obligated to issue certificates evidencing shares of Common Stock awarded under
this Section 6 unless and until it receives full payment of the purchase price
therefor and all other conditions to the purchase, as determined by the
Administrator, have been satisfied. The purchase price of any shares subject to
a Stock Award must be paid in full at the time of the purchase in such lawful
consideration as may be permitted or required by the Administrator, which may
include, without limitation, one or a combination of the methods set forth in
clauses (a) through (f) in Section 5.3.2 and/or past services rendered to the
Corporation or any of its Affiliates.






	 	6.4	 	Vesting. The restrictions imposed on the shares of Common Stock subject to a Restricted
Stock Award (which may be based on performance criteria, passage of time or other
factors or any combination thereof) will be set forth in the applicable Award
Agreement.
	 
	 	6.5	 	Term. A Stock Award shall either vest or be forfeited not more than 10 years after the
date of grant. Each Stock Award will be subject to earlier termination as provided
in or pursuant to Sections 6.8 and 7.3. Any payment of cash or delivery of stock in
payment for a Stock Award may be delayed until a future date if specifically
authorized by the Administrator in writing and by the Participant.
	 
	 	6.6	 	Stock Certificates; Fractional Shares. Stock certificates evidencing Restricted Shares will bear a legend making
appropriate reference to the restrictions imposed hereunder and will be held by the
Corporation or by a third party designated by the Administrator until the
restrictions on such shares have lapsed, the shares have vested in accordance with
the provisions of the Award Agreement and Section 6.4, and any related loan has been
repaid. Fractional share interests will be disregarded, but may be accumulated. The
Administrator, however, may determine that cash, other




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	 	 	 	securities, or other property
will be paid or transferred in lieu of any fractional share interests.
	 
	 	6.7	 	Dividend and Voting Rights. Unless otherwise provided in the applicable Award Agreement, a Participant
receiving Restricted Shares will be entitled to cash dividend and voting rights for
all Restricted Shares issued even though they are not vested, but such rights will
terminate immediately as to any Restricted Shares which cease to be eligible for
vesting.
	 
	 	6.8	 	Termination of Employment; Return to the Corporation. Unless the Administrator otherwise expressly provides, Restricted Shares subject
to an Award that remain subject to vesting conditions that have not been satisfied by
the time specified in the applicable Award Agreement (which may include, without
limitation, the Participant’s Severance Date), will not vest and will be reacquired
by the Corporation in such manner and on such terms as the Administrator provides,
which terms shall include return or repayment of the lower of (a) the Fair
Market Value of the Restricted Shares at the time of the termination, or (b) the
original purchase price of the Restricted Shares, without interest, to the
Participant to the extent not prohibited by law. The Award Agreement shall specify
any other terms or conditions of the repurchase if the Award fails to vest. Any
other Stock Award that has not been exercised as of a Participant’s Severance Date
shall terminate on that date unless otherwise expressly provided by the Administrator
in the applicable Award Agreement.
	 
	 	6.9	 	Waiver of Restrictions. Subject to Sections 4 and 7.7 and the specific limitations on Stock Awards
contained in this Plan, the Administrator from time to time may authorize, generally
or in specific cases only, for the benefit of any Eligible Person, any adjustment in
the vesting schedule, or the restrictions upon or the term of, a Stock Award granted
under
this Plan by amendment, by substitution of an outstanding Stock Award, by waiver or
by other legally valid means.






	7.	 	PROVISIONS APPLICABLE TO ALL AWARDS.






	 	7.1	 	Rights of Eligible Persons, Participants and Beneficiaries.






	 	7.1.1	 	Employment Status. No person shall have any claim or
rights to be granted an Award (or additional Awards, as the case may be) under
this Plan, subject to any express contractual rights (set forth in a document
other than this Plan) to the contrary.
	 
	 	7.1.2	 	No Employment/Service Contract. Nothing contained in
this Plan (or in any other documents under this Plan or related to any Award)
shall confer upon any Eligible Person or Participant any right to continue in
the employ or other service of the Corporation or any of its Affiliates,
constitute any contract or agreement of employment or other service or affect an
employee’s status as an




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	 	 	 	employee at will, nor shall interfere in any way with
the right of the Corporation or any Affiliate to change such person’s
compensation or other benefits, or to terminate his or her employment or other
service, with or without cause at any time. Nothing in this Section 7.1.2, or
in Section 7.3 or 7.15, however, is intended to adversely affect any express
independent right of such person under a separate employment or service
contract. An Award Agreement shall not constitute a contract of employment or
service.
	 
	 	7.1.3	 	Plan Not Funded. Awards payable under this Plan will be
payable in shares of Common Stock or from the general assets of the Corporation,
and (except as to the share reservation provided in Section 4.4) no special or
separate reserve, fund or deposit will be made to assure payment of such Awards.
No Participant, Beneficiary or other person will have any right, title or
interest in any fund or in any specific asset (including shares of Common Stock,
except as expressly provided) of the Corporation or any of its Affiliates by
reason of any Award hereunder. Neither the provisions of this Plan (or of any
related documents), nor the creation or adoption of this Plan, nor any action
taken pursuant to the provisions of this Plan will create, or be construed to
create, a trust of any kind or a fiduciary relationship between the Corporation
or any of its Affiliates and any Participant, Beneficiary or other person. To
the extent that a Participant, Beneficiary or other person acquires a right to
receive payment pursuant to any Award hereunder, such right will be no greater
than the right of any unsecured general creditor of the Corporation.
	 
	 	7.1.4	 	Charter Documents. The Certificate of Incorporation and
Bylaws of the Corporation, as either of them may lawfully be amended from time
to time, may provide for additional restrictions and limitations with respect to
the Common Stock (including additional restrictions and limitations on the
voting or transfer of Common Stock) or priorities, rights and preferences as to
securities and interests prior in rights to the Common Stock. To the extent
that these restrictions and limitations are greater than those set forth in this
Plan or any Award Agreement, such restrictions and limitations shall apply to
any shares of Common Stock acquired pursuant to the exercise of Awards and are
incorporated herein by this reference.






	 	7.2	 	No Transferability; Limited Exception to Transfer Restrictions.






	 	7.2.1	 	Limit On Exercise and Transfer. Unless otherwise
expressly provided in (or pursuant to) this Section 7.2, by applicable law and
by the Award Agreement, as the same may be amended:






	 	(a)	 	all Awards are non-transferable and will not be
subject in any manner to sale, transfer, anticipation, alienation,
assignment, pledge, encumbrance or charge;




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	 	(b)	 	Awards will be exercised only by the Participant;
and
	 
	 	(c)	 	amounts payable or shares issuable pursuant to an
Award will be delivered only to (or for the account of) the Participant.






	 	 	 	In addition, the shares shall be subject to the restrictions set forth in the
applicable Award Agreement.
	 
	 	7.2.2	 	Further Exceptions to Limits On Transfer. The exercise
and transfer restrictions in Section 7.2.1 will not apply to:






	 	(a)	 	transfers to the Corporation;
	 
	 	(b)	 	transfers by gift or domestic relations order to
one or more “family members” (as that term is defined in SEC Rule 701
promulgated under the Securities Act) of the Participant;
	 
	 	(c)	 	the designation of a Beneficiary to receive
benefits if the Participant dies or, if the Participant has died,
transfers to or exercises by the Participant’s Beneficiary, or, in the
absence of a validly designated Beneficiary, transfers by will or the
laws of descent and distribution; or
	 
	 	(d)	 	if the Participant has suffered a disability,
permitted transfers or exercises on behalf of the Participant by the
Participant’s duly authorized legal representative.






	 	 	 	Notwithstanding anything else in this Section 7.2.2 to the contrary, but
subject to compliance with all applicable laws, Incentive Stock Options and
Restricted Stock Awards will be subject to any and all transfer restrictions
under the Code applicable to such awards or necessary to maintain the
intended tax consequences of such Awards. Notwithstanding clause (b) above
but subject to compliance with all applicable laws, any contemplated transfer
by gift or domestic relations order to one or more “family members” of a
Participant as referenced in clause (b) above is subject to the condition
precedent that the transfer be approved by the Administrator in order for it
to be effective. The Administrator may, in its sole discretion, withhold its
approval of any such proposed transfer.






	 	7.3	 	Adjustments; Changes in Control.






	 	7.3.1	 	Adjustments. Subject to Section 7.3.2 below, upon (or,
as may be necessary to effect the adjustment, immediately prior to): any
reclassification, recapitalization, stock split (including a stock split in the
form of a stock dividend) or reverse stock split; any merger, combination,
consolidation, or





-15-









 






other reorganization; any split-up, spin-off, or similar
extraordinary dividend distribution in respect of the Common Stock; or any
exchange of Common Stock or other securities of the Corporation, or any similar,
unusual or extraordinary corporate transaction in respect of the Common Stock;
then the Administrator shall equitably and proportionately adjust (1) the number
and type of shares of Common Stock (or other securities) that thereafter may be
made the subject of Awards (including the specific share limits, maximums and
numbers of shares set forth in the Stock Plans), (2) the number, amount and type
of shares of Common Stock (or other securities or property) subject to any
outstanding Awards, (3) the grant, purchase, or exercise price of any
outstanding Awards, and/or (4) the securities, cash or other property
deliverable upon exercise or vesting of any outstanding Awards, in each case to
the extent necessary to preserve (but not increase) the level of incentives
intended by this Plan and the then-outstanding Awards.




	 	 	 	Unless otherwise expressly provided in the applicable Award Agreement, upon
(or, as may be necessary to effect the adjustment, immediately prior to) any
event or transaction described in the preceding paragraph or a sale of all or
substantially all of the business or assets of the Corporation as an
entirety, the Administrator shall equitably and proportionately adjust the
performance standards applicable to any then-outstanding performance-based
Awards to
the extent necessary to preserve (but not increase) the level of incentives
by this Plan and the then-outstanding performance-based Awards.
	 
	 	 	 	It is intended that, if possible, any adjustments contemplated by the
preceding two paragraphs be made in a manner that satisfies applicable U.S.
legal, tax (including, without limitation and as applicable in the
circumstances, Section 424 of the Code and Section 409A of the Code) and
accounting (so as to not trigger any charge to earnings with respect to such
adjustment) requirements.
	 
	 	 	 	Without limiting the generality of Section 2.3, any good faith determination
by the Administrator as to whether an adjustment is required in the
circumstances pursuant to this Section 7.3.1, and the extent and nature of
any such adjustment, shall be conclusive and binding on all persons.
	 
	 	 	 	Unless otherwise expressly provided by the Administrator, in no event shall a
conversion of one or more outstanding shares of the Corporation’s preferred
stock (if any) or any new issuance of securities by the Corporation for
consideration be deemed, in and of itself, to require an adjustment pursuant
to this Section 7.3.1.
	 
	 	7.3.2	 	Consequences of a Change in Control Event. Upon the
occurrence of a Change in Control Event, the Administrator may make provision
for a cash payment in settlement of, or for the assumption, substitution or
exchange of




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	 	 	 	any or all outstanding Awards (or the cash, securities or other
property deliverable to the holder(s) of any or all outstanding Awards) based
upon, to the extent relevant in the circumstances, the distribution or
consideration payable to holders of the Common Stock upon or in respect of such
event.
	 
	 	 	 	In addition, subject to Sections 7.3.4 and 7.3.5, upon (or, as may be
necessary to effectuate the purposes of this acceleration, immediately prior
to) the occurrence of a Change in Control Event:






	 	(a)	 	each Option will become immediately vested and
exercisable, and
	 
	 	(b)	 	Restricted Stock will immediately vest free of
forfeiture restrictions and/or restrictions giving the Corporation the
right to repurchase the stock at its original purchase price;






	 	 	 	provided, however, that such acceleration provision shall not
apply, unless otherwise expressly provided by the Administrator, with respect
to any Award to the extent that the Administrator has made a provision for
the substitution, assumption, exchange or other continuation or settlement of
the Award, or the Award would otherwise continue in accordance with its
terms, in the circumstances.
	 
	 	 	 	The foregoing Change in Control Event provisions shall not in any way limit
the authority of the Administrator to accelerate the vesting of one or more
Awards (as to all or only a portion of any Award) in such circumstances
(including, but not limited to, a Change in Control Event) as the
Administrator may determine to be appropriate, regardless of whether
accelerated vesting of a portion of the Award(s) is otherwise required or
contemplated by the foregoing in the circumstances.
	 
	 	 	 	The Administrator may adopt such valuation methodologies for outstanding
Awards as it deems reasonable in the event of a cash, securities or other
property settlement. In the case of Options, but without limitation on other
methodologies, the Administrator may base such settlement solely upon the
excess (if any) of the amount payable upon or in respect of such event over
the exercise price of the Option to the extent of the then vested and
exercisable shares subject to the Option.
	 
	 	 	 	In any of the events referred to in this Section 7.3.2, the Administrator may
take such action contemplated by this Section 7.3.2 prior to such event (as
opposed to on the occurrence of such event) to the extent that the
Administrator deems the action necessary to permit the Participant to realize
the benefits intended to be conveyed with respect to the underlying shares.
Without limiting the generality of the foregoing, the Administrator may deem
an acceleration to occur immediately prior to the applicable event and/or




-17-









 






	 	 	 	reinstate the original terms of the Award if an event giving rise to an
acceleration does not occur.
	 
	 	7.3.3	 	Early Termination of Awards. Upon the occurrence of a
Change in Control Event, each then-outstanding Award (whether or not vested
and/or exercisable, but after giving effect to any accelerated vesting required
in the circumstances pursuant to Sections 7.3.2, 7.3.4 and 7.3.5) shall
terminate, subject to any provision that has been expressly made by the
Administrator, through a plan of reorganization or otherwise, for the survival,
substitution, assumption, exchange or other continuation or settlement of such
Award and provided that, in the case of Options that will not survive or be
substituted for, assumed, exchanged, or otherwise continued or settled in the
Change in Control Event, the holder of such Award shall be given reasonable
advance notice of the impending termination and a reasonable opportunity to
exercise his or her outstanding and vested Options (the vested portion of such
Options determined after giving effect to any accelerated vesting required in
the circumstances pursuant to Sections 7.3.2, 7.3.4 and 7.3.5) in accordance
with their terms before the termination of the Awards (except that in no case
shall more than ten days’ notice of accelerated vesting and the impending
termination be required and any acceleration may be made contingent upon the
actual occurrence of the event). For purposes of this Section 7.3, an
Award shall be deemed to have been “assumed” if (without limiting other
circumstances in which an Award is assumed) the Award continues after the
Change in Control Event, and/or is assumed and continued by a Parent (as such
term is defined in the definition of Change in Control Event) following a
Change in Control Event, and confers the right to purchase or receive, as
applicable and subject to vesting and the other terms and conditions of the
Award, for each share of Common Stock subject to the Award immediately prior
to the Change in Control Event, the consideration (whether cash, shares, or
other securities or property) received in the Change in Control Event by the
stockholders of the Corporation for each share of Common Stock sold or
exchanged in such transaction (or the consideration received by a majority of
the stockholders participating in such transaction if the stockholders were
offered a choice of consideration); provided, however, that if the
consideration offered for a share of Common Stock in the transaction is not
solely the ordinary common stock of a successor corporation or a Parent, the
Board may provide for the consideration to be received upon exercise or
payment of the Award, for each share subject to the Award, to be solely
ordinary common stock of the successor corporation or a Parent equal in Fair
Market Value to the per share consideration received by the stockholders
participating in the Change in Control Event.
	 
	 	7.3.4	 	Other Acceleration Rules. The Administrator may
override the provisions of this Section 7.3 as to any Award by express provision
in the applicable




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	 	 	 	Award Agreement and may accord any Participant a right to
refuse any acceleration, whether pursuant to the Award Agreement or otherwise,
in such circumstances as the Administrator may approve. The portion of any
Incentive Stock Option accelerated in connection with a Change in Control Event
(or such other circumstances as may trigger accelerated vesting of the Incentive
Stock Option) shall remain exercisable as an Incentive Stock Option only to the
extent the applicable $100,000 limitation on Incentive Stock Options is not
exceeded. To the extent exceeded, the accelerated portion of the Option shall
be exercisable as a Nonqualified Stock Option.
	 
	 	7.3.5	 	Golden Parachute Limitation. Notwithstanding anything
else contained in this Section 7.3 to the contrary, in no event shall any Award
or payment be accelerated under this Section 7.3 to an extent or in a manner so
that such Award or payment, together with any other compensation and benefits
provided to, or for the benefit of, the Participant under any other plan or
agreement of the Corporation or one of its Affiliates, would not be fully
deductible by the Corporation or one of its Affiliates for federal income tax
purposes because of Section 280G of the Code. If a holder of an Award would be
entitled to benefits or payments hereunder and under any other plan or program
that would constitute “parachute payments” as defined in Section 280G of the
Code, such benefits and/or payments will be reduced or modified
so that the Corporation or one of its Affiliates is not denied federal income
tax deductions for any “parachute payments” because of Section 280G of the
Code. Any reduction payments and/or benefits required by this Plan shall
occur in the following order: (1) reduction of cash payments; (2) reduction
of vesting acceleration of equity awards; and (3) reduction of other benefits
paid or provided to a Participant. In the event that acceleration of vesting
of equity awards is to be reduced, such acceleration of vesting shall be
cancelled in the reverse order of the date of grant. If two or more equity
awards are granted on the same date, each award will be reduced on a pro-rata
basis. Notwithstanding the foregoing, if a Participant is a party to an
employment or other agreement with the Corporation or one of its Affiliates,
or is a participant in a severance program sponsored by the Corporation or
one of its Affiliates that contains express provisions regarding Section 280G
and/or Section 4999 of the Code (or any similar successor provision), or the
applicable Award Agreement includes such provisions, the Section 280G and/or
Section 4999 provisions of such employment or other agreement or plan, as
applicable, shall control as to the Awards held by that Participant (for
example, and without limitation, a Participant may be a party to an
employment agreement with the Corporation or one of its Affiliates that
provides for a “gross-up” as opposed to a “cut-back” in the event that the
Section 280G thresholds are reached or exceeded in connection with a change
in control and, in such event, the Section 280G and/or Section 4999
provisions





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of such employment agreement shall control as to any Awards held
by that Participant).




	 	7.4	 	Termination of Employment or Services.






	 	7.4.1	 	Events Not Deemed a Termination of Employment. Unless
the Administrator otherwise expressly provides with respect to a particular
Award, if a Participant’s employment by or service to the Corporation or an
Affiliate terminates but immediately thereafter the Participant continues in the
employ of or service to another Affiliate or the Corporation, as applicable, the
Participant shall be deemed to have not had a termination of employment or
service for purposes of this Plan and the Participant’s Awards. Unless the
express policy of the Corporation or the Administrator otherwise provides, a
Participant’s employment relationship with the Corporation or any of its
Affiliates shall not be considered terminated solely due to any sick leave,
military leave, or any other leave of absence authorized by the Corporation or
any Affiliate or the Administrator; provided that, unless
reemployment upon the expiration of such leave is guaranteed by contract or law,
such leave is for a period of not more than three months. In the case of any
Participant on an approved leave of absence, continued vesting of the Award
while on leave
from the employ of or service with the Corporation or any of its Affiliates
will be suspended until the Participant returns to service, unless the
Administrator otherwise provides or applicable law otherwise requires. In no
event shall an Award be exercised after the expiration of the term of the
Award set forth in the Award Agreement.
	 
	 	7.4.2	 	Effect of Change of Affiliate Status. For purposes of
this Plan and any Award, if an entity ceases to be an Affiliate, a termination
of employment or service will be deemed to have occurred with respect to each
Eligible Person in respect of such Affiliate who does not continue as an
Eligible Person in respect of another Affiliate that continues as such after
giving effect to the transaction or other event giving rise to the change in
status.
	 
	 	7.4.3	 	Administrator Discretion. Notwithstanding the
provisions of Section 5.6 or 6.8, in the event of, or in anticipation of, a
termination of employment or service with the Corporation or any of its
Affiliates for any reason, the Administrator may accelerate the vesting and
exercisability of all or a portion of the Participant’s Award, and/or, subject
to the provisions of Sections 5.4.2 and 7.3, extend the exercisability period of
the Participant’s Option upon such terms as the Administrator determines and
expressly sets forth in or by amendment to the Award Agreement.
	 
	 	7.4.4	 	Termination of Consulting or Affiliate Services. If the
Participant is an Eligible Person solely by reason of clause (c) of Section 3,
the Administrator shall be the sole judge of whether the Participant continues
to render services




-20-









 






	 	 	 	to the Corporation or any of its Affiliates, unless a written
contract or the Award Agreement otherwise provides. If, in these circumstances,
the Corporation or any Affiliate notifies the Participant in writing that a
termination of the Participant’s services to the Corporation or any Affiliate
has occurred for purposes of this Plan, then (unless the contract or the Award
Agreement otherwise expressly provides), the Participant’s termination of
services with the Corporation or Affiliate for purposes of this Plan shall be
the date which is 10 days after the mailing of the notice by the Corporation or
Affiliate or, in the case of a termination for Cause, the date of the mailing of
the notice.






	 	7.5	 	Compliance with Laws.






	 	7.5.1	 	General. This Plan, the granting and vesting of Awards
under this Plan, and the offer, issuance and delivery of shares of Common Stock,
the acceptance of promissory notes and/or the payment of money under this Plan
or under Awards are subject to compliance with all applicable federal and state
laws, rules and regulations (including but not limited to state and federal
securities
laws, and federal margin requirements) and to such approvals by any listing,
regulatory or governmental authority as may, in the opinion of counsel for
the Corporation, be necessary or advisable in connection therewith. The
person acquiring any securities under this Plan will, if requested by the
Corporation, provide such assurances and representations to the Corporation
as the Administrator may deem necessary or desirable to assure compliance
with all applicable legal and accounting requirements.
	 
	 	7.5.2	 	Compliance with Securities Laws. No Participant shall
sell, pledge or otherwise transfer shares of Common Stock acquired pursuant to
an Award or any interest in such shares except in accordance with the express
terms of this Plan and the applicable Award Agreement. Any attempted transfer
in violation of this Section 7.5 shall be void and of no effect. Without in any
way limiting the provisions set forth above, no Participant shall make any
disposition of all or any portion of shares of Common Stock acquired or to be
acquired pursuant to an Award, except in compliance with all applicable federal
and state securities laws and unless and until:






	 	(a)	 	there is then in effect a registration statement
under the Securities Act covering such proposed disposition and such
disposition is made in accordance with such registration statement;
	 
	 	(b)	 	such disposition is made in accordance with Rule
144 under the Securities Act; or
	 
	 	(c)	 	such Participant notifies the Corporation of the
proposed disposition and furnishes the Corporation with a statement of
the circumstances




-21-









 






	 	 	 	surrounding the proposed disposition, and, if
requested by the Corporation, furnishes to the Corporation an opinion of
counsel acceptable to the Corporation’s counsel, that such disposition
will not require registration under the Securities Act and will be in
compliance with all applicable state securities laws.






	 	 	 	Notwithstanding anything else herein to the contrary, neither the Corporation
or any Affiliate has any obligation to register the Common Stock or file any
registration statement under either federal or state securities laws, nor
does the Corporation or any Affiliate make any representation concerning the
likelihood of a public offering of the Common Stock or any other securities
of the Corporation or any Affiliate.
	 
	 	7.5.3	 	Share Legends. All certificates evidencing shares of
Common Stock issued or delivered under this Plan shall bear the following
legends and/or any other appropriate or required legends under applicable laws:
	 
	 	 	 	“OWNERSHIP OF THIS CERTIFICATE, THE SHARES EVIDENCED BY THIS CERTIFICATE AND
ANY INTEREST THEREIN ARE SUBJECT TO SUBSTANTIAL RESTRICTIONS ON TRANSFER
UNDER APPLICABLE LAW AND UNDER AGREEMENTS WITH THE CORPORATION, INCLUDING
RESTRICTIONS ON SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITION.”
	 
	 	 	 	“THE SHARES ARE SUBJECT TO THE CORPORATION’S RIGHT OF FIRST REFUSAL AND CALL
RIGHTS TO REPURCHASE THE SHARES UNDER THE CORPORATION’S STOCK INCENTIVE PLAN
AND AGREEMENTS WITH THE CORPORATION THEREUNDER, COPIES OF WHICH ARE AVAILABLE
FOR REVIEW AT THE OFFICE OF THE SECRETARY OF THE CORPORATION.”
	 
	 	 	 	“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“ACT”), NOR HAVE THEY BEEN
REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE. NO TRANSFER
OF SUCH SECURITIES WILL BE PERMITTED UNLESS A REGISTRATION STATEMENT UNDER
THE ACT IS IN EFFECT AS TO SUCH TRANSFER, THE TRANSFER IS MADE IN ACCORDANCE
WITH RULE 144 UNDER THE ACT, OR IN THE OPINION OF COUNSEL TO THE CORPORATION,
REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO
COMPLY WITH THE ACT AND WITH APPLICABLE STATE SECURITIES LAWS.”




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	 	7.5.4	 	Confidential Information. Any financial or other
information relating to the Corporation obtained by Participants in connection
with or as a result of this Plan or their Awards shall be treated as
confidential.






	 	7.6	 	Tax Withholding.






	 	7.6.1	 	Tax Withholding. Upon any exercise, vesting, or payment
of any Award or upon the disposition of shares of Common Stock acquired pursuant
to the exercise of an Incentive Stock Option prior to satisfaction of the
holding period requirements of Section 422 of the Code, the Corporation or any
of its Affiliates shall have the right at its option to:






	 	(a)	 	require the Participant (or the Participant’s
Personal Representative or Beneficiary, as the case may be) to pay or
provide for payment of at least the minimum amount of any taxes which
the Corporation or
Affiliate may be required to withhold with respect to such Award event
or payment;
	 
	 	(b)	 	deduct from any amount otherwise payable (in
respect of an Award or otherwise) in cash to the Participant (or the
Participant’s Personal Representative or Beneficiary, as the case may
be) the minimum amount of any taxes which the Corporation or Affiliate
may be required to withhold with respect to such Award event or payment;
or
	 
	 	(c)	 	reduce the number of shares of Common Stock to be
delivered by (or otherwise reacquire shares held by the Participant) the
appropriate number of shares of Common Stock, valued at their then Fair
Market Value, to satisfy the minimum withholding obligation.






	 	 	 	In any case where a tax is required to be withheld in connection with the
delivery of shares of Common Stock under this Plan, the Administrator may in
its sole discretion (subject to Section 7.5) grant (either at the time of the
Award or thereafter) to the Participant the right to elect, pursuant to such
rules and subject to such conditions as the Administrator may establish, to
have the Corporation reduce the number of shares to be delivered by (or
otherwise reacquire) the appropriate number of shares, valued in a consistent
manner at their Fair Market Value or at the sales price in accordance with
authorized procedures for cashless exercises, necessary to satisfy the
minimum applicable withholding obligation on exercise, vesting or payment.
In no event shall the shares withheld exceed the minimum whole number of
shares required for tax withholding under applicable law. The Corporation
may, with the Administrator’s approval, accept one or more promissory notes
from any Eligible Person in connection with taxes required to be withheld
upon the exercise, vesting or payment of any Award under this Plan; provided
that any




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	 	 	 	such note shall be subject to terms and conditions established by
the Administrator and the requirements of applicable law.
	 
	 	7.6.2	 	Tax Loans. If so provided in the Award Agreement or
otherwise authorized by the Administrator, the Corporation may, to the extent
permitted by law, authorize a loan to an Eligible Person in the amount of any
taxes that the Corporation or any of its Affiliates may be required to withhold
with respect to shares of Common Stock received (or disposed of, as the case may
be) pursuant to a transaction described in Section 7.6.1. Such a loan will be
for a term and at a rate of interest and pursuant to such other terms and
conditions as the Corporation may establish, subject to compliance with
applicable law. Such a loan need not otherwise comply with the provisions of
Section 5.3.3.






	 	7.7	 	Plan and Award Amendments, Termination and Suspension.






	 	7.7.1	 	Board Authorization. The Board may, at any time,
terminate or, from time to time, amend, modify or suspend this Plan, in whole or
in part. No Awards may be granted during any period that the Board suspends
this Plan.
	 
	 	7.7.2	 	Stockholder Approval. To the extent then required by
applicable law or any applicable listing agency or required under Sections 162,
422 or 424 of the Code to preserve the intended tax consequences of this Plan,
or deemed necessary or advisable by the Board, any amendment to this Plan shall
be subject to stockholder approval.
	 
	 	7.7.3	 	Amendments to Awards. Without limiting any other
express authority of the Administrator under (but subject to) the express limits
of this Plan, the Administrator by agreement or resolution may waive conditions
of or limitations on Awards to Participants that the Administrator in the prior
exercise of its discretion has imposed, without the consent of a Participant,
and (subject to the requirements of Sections 2.2 and 7.7.4) may make other
changes to the terms and conditions of Awards.
	 
	 	7.7.4	 	Limitations on Amendments to Plan and Awards. No
amendment, suspension or termination of this Plan or amendment of any
outstanding Award Agreement shall, without written consent of the Participant,
affect in any manner materially adverse to the Participant any rights or
benefits of the Participant or obligations of the Corporation under any Award
granted under this Plan prior to the effective date of such change. Changes,
settlements and other actions contemplated by Section 7.3 shall not be deemed to
constitute changes or amendments for purposes of this Section 7.7.






	 	7.8	 	Privileges of Stock Ownership. Except as otherwise expressly authorized by the Administrator, a Participant will
not be entitled to any privilege of stock ownership as to any shares of Common Stock
not actually delivered to and held of record by the




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	 	 	 	Participant. Except as expressly
required by Section 7.3.1, no adjustment will be made for dividends or other rights
as a stockholder for which a record date is prior to such date of delivery.
	 
	 	7.9	 	Stock-Based Awards in Substitution for Awards Granted by Other Corporation. Awards may be granted to Eligible Persons in substitution for or in connection
with an assumption of employee stock options, stock appreciation rights, restricted
stock or other stock-based awards granted by other entities to persons who are or who
will become Eligible Persons in respect of the Corporation or one of its Affiliates,
in connection with a distribution, merger or other reorganization by or with the
granting entity or an affiliated entity, or the acquisition by the Corporation or one
of its Affiliates, directly or indirectly, of all or a substantial part of the stock
or assets of the employing entity. The Awards so granted need not comply with other
specific terms
of this Plan, provided the Awards reflect only adjustments giving effect to the
assumption or substitution consistent with the conversion applicable to the Common
Stock in the transaction and any change in the issuer of the security. Any shares
that are delivered and any Awards that are granted by, or become obligations of, the
Corporation, as a result of the assumption by the Corporation of, or in substitution
for, outstanding awards previously granted by an acquired company (or previously
granted by a predecessor employer (or direct or indirect parent thereof) in the case
of persons that become employed by the Corporation or one of its Affiliates in
connection with a business or asset acquisition or similar transaction) shall not be
counted against the Share Limit or other limits on the number of shares available for
issuance under any Stock Plan.
	 
	 	7.10	 	Effective Date of the Plan. This Plan is effective upon the Effective Date, subject to approval by the
stockholders of the Corporation within twelve months after the date the Board
approves this Plan.
	 
	 	7.11	 	Term of the Plan. Unless earlier terminated by the Board, this Plan will terminate at the close of
business on the day before the 10th anniversary of the Effective Date. After the
termination of this Plan either upon such stated expiration date or its earlier
termination by the Board, no additional Awards may be granted under this Plan, but
previously granted Awards (and the authority of the Administrator with respect
thereto, including the authority to amend such Awards) shall remain outstanding in
accordance with their applicable terms and conditions and the terms and conditions of
this Plan.
	 
	 	7.12	 	Governing Law/Severability.






	 	7.12.1	 	Choice of Law. This Plan, the Awards, all documents evidencing Awards
and all other related documents will be governed by, and construed in accordance
with, the laws of the state of Delaware.




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	 	7.12.2	 	Severability. If it is determined that any provision of this Plan or
an Award Agreement is invalid and unenforceable, the remaining provisions of
this Plan and/or the Award Agreement, as applicable, will continue in effect
provided that the essential economic terms of this Plan and the Award can still
be enforced.






	 	7.13	 	Captions. Captions and headings are given to the sections and subsections of this Plan
solely as a convenience to facilitate reference. Such headings will not be deemed in
any way material or relevant to the construction or interpretation of this Plan or
any provision thereof.
	 
	 	7.14	 	Non-Exclusivity of Plan. Nothing in this Plan will limit or be deemed to limit the authority of the Board
or the Administrator to grant awards or authorize any other compensation, with or
without reference to the Common Stock, under any other plan or authority.
	 
	 	7.15	 	No Restriction on Corporate Powers. The existence of this Plan, the Award Agreements, and the Awards granted
hereunder, shall not limit, affect or restrict in any way the right or power of the
Board or the stockholders of the Corporation to make or authorize: (a) any
adjustment, recapitalization, reorganization or other change in the Corporation’s or
any Affiliate’s capital structure or its business; (b) any merger, amalgamation,
consolidation or change in the ownership of the Corporation or any Affiliate; (c) any
issue of bonds, debentures, capital, preferred or prior preference stocks ahead of or
affecting the Corporation’s capital stock or the rights thereof; (d) any dissolution
or liquidation of the Corporation or any Affiliate; (e) any sale or transfer of all
or any part of the Corporation or any Affiliate’s assets or business; or (f) any
other corporate act or proceeding by the Corporation or any Affiliate. No
Participant, Beneficiary or any other person shall have any claim under any Award or
Award Agreement against any member of the Board or the Administrator, or the
Corporation or any employees, officers or agents of the Corporation or any Affiliate,
as a result of any such action.
	 
	 	7.16	 	Other Company Compensation or Benefit Programs. Payments and other benefits received by a Participant under an Award made pursuant
to this Plan shall not be deemed a part of a Participant’s compensation for purposes
of the determination of benefits under any other employee welfare or benefit plans or
arrangements, if any, provided by the Corporation or any Affiliate, except where the
Administrator or the Board expressly otherwise provides or authorizes in writing.
Awards under this Plan may be made in addition to, in combination with, as
alternatives to or in payment of grants, awards or commitments under any other plans
or arrangements of the Corporation or any Affiliate.






	8.	 	DEFINITIONS.
	 
	 	 	“Administrator” has the meaning given to such term in Section 2.1.




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	 	 	“Affiliate” means (a) any corporation (other than the Corporation) in an unbroken chain of
corporations ending with the Corporation if, at the time of the determination, each of the
corporations other than the Corporation owns stock possessing fifty percent (50%) or more of
the total combined voting power of all classes of stock in one of the other corporations in
such chain, or (b) any corporation (other than the Corporation) in an unbroken chain of
corporations beginning with the Corporation if, at the time of the determination, each of
the corporations other than the last corporation in the unbroken chain owns stock possessing
fifty percent (50%) or more of the total combined voting power of all classes of stock in
one of the other corporations in such chain.
	 
	 	 	“Award” means an award of any Option or Stock Award, or any combination thereof, whether
alternative or cumulative, authorized by and granted under this Plan.
	 
	 	 	“Award Agreement” means any writing, approved by the Administrator, setting forth the terms
of an Award that has been duly authorized and approved.
	 
	 	 	“Award Date” means the date upon which the Administrator took the action granting an Award
or such later date as the Administrator designates as the Award Date at the time of the
grant of the Award.
	 
	 	 	“Beneficiary” means the person, persons, trust or trusts designated by a Participant, or, in
the absence of a designation, entitled by will or the laws of descent and distribution, to
receive the benefits specified in the Award Agreement and under this Plan if the Participant
dies, and means the Participant’s executor or administrator if no other Beneficiary is
designated and able to act under the circumstances.
	 
	 	 	“Board” means the Board of Directors of the Corporation.
	 
	 	 	“Cause” with respect to a Participant means (unless otherwise expressly provided in the
applicable Award Agreement, or another applicable contract with the Participant that defines
such term for purposes of determining the effect that a “for cause” termination has on the
Participant’s stock options and/or stock awards) a termination of employment or service
based upon a finding by the Corporation or any of its Affiliates, acting in good faith and
based on its reasonable belief at the time, that the Participant:






	 	(a)	 	has been negligent in the discharge of his or her duties to the Corporation or
any Affiliate, has refused to perform stated or assigned duties or is incompetent in or
(other than by reason of a disability or analogous condition) incapable of performing
those duties;
	 
	 	(b)	 	has been dishonest or committed or engaged in an act of theft, embezzlement or
fraud, a breach of confidentiality, an unauthorized disclosure or use of inside
information, customer lists, trade secrets or other confidential information;




-27-









 






	 	(c)	 	has breached a fiduciary duty, or willfully and materially violated any other
duty, law, rule, regulation or policy of the Corporation or any of its Affiliates; or
has been convicted of, or pled guilty or nolo contendere to, a felony or misdemeanor
(other than minor traffic violations or similar offenses);
	 
	 	(d)	 	has materially breached any of the provisions of any agreement with the
Corporation or any of its Affiliates;
	 
	 	(e)	 	has engaged in unfair competition with, or otherwise acted intentionally in a
manner injurious to the reputation, business or assets of, the Corporation or any of
its Affiliates; or
	 
	 	(f)	 	has improperly induced a vendor or customer to break or terminate any contract
with the Corporation or any of its Affiliates or induced a principal for whom the
Corporation or any Affiliate acts as agent to terminate such agency relationship.






	 	 	A termination for Cause shall be deemed to occur (subject to reinstatement upon a contrary
final determination by the Administrator) on the date on which the Corporation or any
Affiliate first delivers written notice to the Participant of a finding of termination for
Cause.
	 
	 	 	“Change in Control Event” means any of the following:






	 	(a)	 	Approval by stockholders of the Corporation (or, if no stockholder approval is
required, by the Board alone) of the complete dissolution or liquidation of the
Corporation, other than in the context of a Business Combination that does not
constitute a Change in Control Event under paragraph (c) below;
	 
	 	(b)	 	The acquisition by any individual, entity or group (within the meaning of
Section 13(d)(3) or 14(d)(2) of the Exchange Act (a “Person”)) of beneficial ownership
(within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 50% or more of
either (1) the then-outstanding shares of common stock of the Corporation (the
“Outstanding Company Common Stock”) or (2) the combined voting power of the
then-outstanding voting securities of the Corporation entitled to vote generally in the
election of directors (the “Outstanding Company Voting Securities”); provided, however,
that, for purposes of this paragraph (b), the following acquisitions shall not
constitute a Change in Control Event; (A) any acquisition directly from the
Corporation, (B) any acquisition by the Corporation, (C) any acquisition by any
employee benefit plan (or related trust) sponsored or maintained by the Corporation or
any Affiliate or a successor, (D) any acquisition by any entity pursuant to a Business
Combination, (E) any acquisition by a Person described in and satisfying the conditions
of Rule 13d-1(b) promulgated under the Exchange Act, or (F) any acquisition by a Person
who is the beneficial owner (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of 50% or more of the Outstanding Company Common Stock and/or the
Outstanding Company Voting




-28-









 






	 	 	 	Securities on the Effective Date (or an affiliate, heir,
descendant, or related party of or to such Person);
	 
	 	(c)	 	Consummation of a reorganization, merger, statutory share exchange or
consolidation or similar corporate transaction involving the Corporation or any
corporation or other entity a majority of whose outstanding voting stock or voting
power is beneficially owned directly or indirectly by the Corporation (a “Subsidiary”),
a sale or other disposition of all or substantially all of the assets of the
Corporation, or the acquisition of assets or stock of another entity by the Corporation
or any of its Subsidiaries (each, a “Business Combination”), in each case unless,
following such Business Combination, (1) all or substantially all of the individuals
and entities that were the beneficial owners of the Outstanding Company Common Stock
and the Outstanding Company Voting Securities immediately prior to such Business
Combination beneficially own, directly or indirectly, more than 50% of the
then-outstanding shares of common stock and the combined voting power of the
then-outstanding voting securities entitled to vote generally in the election of
directors, as the case may be, of the entity resulting from such Business Combination
(including, without limitation, an entity that, as a result of such transaction, owns
the Corporation or all or substantially all of the Corporation’s assets directly or
through one or more subsidiaries (a “Parent”)), and (2) no Person (excluding any
individual or entity described in clauses (C), (E) or (F) of paragraph (b) above)
beneficially owns (within the meaning of Rule 13d-3 promulgated under the Exchange
Act), directly or indirectly, more than 50% of, respectively, the then-outstanding
shares of common stock of the entity resulting from such Business Combination or the
combined voting power of the then-outstanding voting securities of such entity, except
to the extent that the ownership in excess of 50% existed prior to the Business
Combination;






	 	 	provided, however, that a transaction shall not constitute a Change in Control Event if it
is in connection with the underwritten public offering of the Corporation’s securities.
	 
	 	 	“Code” means the Internal Revenue Code of 1986, as amended from time to time.
	 
	 	 	“Common Stock” means the shares of the Corporation’s common stock, par value $0.0002 per
share, and such other securities or property as may become the subject of Awards, or become
subject to Awards, pursuant to an adjustment made under Section 7.3.1 of this Plan.
	 
	 	 	“Corporation” means Fusion-io, Inc., a Delaware corporation, and its successors.
	 
	 	 	“Effective Date” means the date the Board approved this Plan.
	 
	 	 	“Eligible Person” has the meaning given to such term in Section 3 of this Plan.
	 
	 	 	“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time.




-29-









 






	 	 	“Fair Market Value,” for purposes of this Plan and unless otherwise determined or provided
by the Administrator in the circumstances, means as follows:






	 	(a)	 	If the Common Stock is listed or admitted to trade on the New York Stock
Exchange or other national securities exchange (the “Exchange”), the Fair Market Value
shall equal the closing price of a share of Common Stock as reported on the composite
tape for securities on the Exchange for the date in question, or, if no sales of Common
Stock were made on the Exchange on that date, the closing price of a share of Common
Stock as reported on said composite tape for the next preceding day on which sales of
Common Stock were made on the Exchange. The Administrator may, however, provide with
respect to one or more Awards that the Fair Market Value shall equal the closing price
of a share of Common Stock as reported on the composite tape for securities listed on
the Exchange on the last trading day preceding the date in question or the average of
the high and low trading prices of a share of Common Stock as reported on the composite
tape for securities listed on the Exchange for the date in question or the most recent
trading day.
	 
	 	(b)	 	If the Common Stock is not listed or admitted to trade on a national securities
exchange, the Fair Market Value shall be the value as reasonably determined by the
Administrator for purposes of the Award in the circumstances.






	 	 	The Administrator also may adopt a different methodology for determining Fair Market Value
with respect to one or more Awards if a different methodology is necessary or advisable to
secure any intended favorable tax, legal or other treatment for the particular Award(s) (for
example, and without limitation, the Administrator may provide that Fair Market Value for
purposes of one or more Awards will be based on an average of closing prices (or the average
of high and low daily trading prices) for a specified period preceding the relevant date).
	 
	 	 	Any determination as to Fair Market Value made pursuant to this Plan shall be made without
regard to any restriction other than a restriction which, by its terms, will never lapse,
and shall be conclusive and binding on all persons with respect to Awards granted under this
Plan.
	 
	 	 	“Incentive Stock Option” means an Option that is designated and intended as an “incentive
stock option” within the meaning of Section 422 of the Code, the award of which contains
such provisions (including but not limited to the receipt of stockholder approval of this
Plan, if the award is made prior to such approval) and is made under such circumstances and
to such persons as may be necessary to comply with that section.
	 
	 	 	“Nonqualified Stock Option” means an Option that is not an “incentive stock option” within
the meaning of Section 422 of the Code and includes any Option designated or intended as a
Nonqualified Stock Option and any Option designated or intended as an Incentive Stock Option
that fails to meet the applicable legal requirements thereof.




-30-









 






	 	 	“Option” means an option to purchase Common Stock granted under Section 5 of this Plan. The
Administrator will designate any Option granted to an employee of the Corporation or an
Affiliate as a Nonqualified Stock Option or an Incentive Stock Option.
	 
	 	 	“Participant” means an Eligible Person who has been granted and holds an Award under this
Plan.
	 
	 	 	“Personal Representative” means the person or persons who, upon the disability or
incompetence of a Participant, has acquired on behalf of the Participant, by legal
proceeding or otherwise, the power to exercise the rights or receive benefits under this
Plan by virtue of having become the legal representative of the Participant.
	 
	 	 	“Plan” means this Fusion-io, Inc. 2008 Stock Incentive Plan, as it may hereafter be amended
from time to time.
	 
	 	 	“Public Offering Date” means the date the Common Stock is first registered under the
Exchange Act and listed or quoted on a recognized national securities exchange.
	 
	 	 	“Restricted Shares” or “Restricted Stock” means shares of Common Stock awarded to a
Participant under this Plan, subject to payment of such consideration and such conditions on
vesting (which may include, among others, the passage of time, specified performance
objectives or other factors) and such transfer and other restrictions as are established in
or pursuant to this Plan and the related Award Agreement, to the extent such remain unvested
and restricted under the terms of the applicable Award Agreement.
	 
	 	 	“Restricted Stock Award” means an award of Restricted Stock.
	 
	 	 	“Securities Act” means the Securities Act of 1933, as amended from time to time.
	 
	 	 	“Severance Date” with respect to a particular Participant means, unless otherwise provided
in the applicable Award Agreement:






	 	(a)	 	if the Participant is an Eligible Person under clause (a) of Section 3 and the
Participant’s employment by the Corporation or any of its Affiliates terminates
(regardless of the reason), the last day that the Participant is actually employed by
the Corporation or such Affiliate (unless, immediately following such termination of
employment, the Participant is a member of the Board or, by express written agreement
with the Corporation or any of its Affiliates, continues to provide other services to
the Corporation or any Affiliate as an Eligible Person under clause (c) of Section 3,
in which case the Participant’s Severance Date shall not be the date of such
termination of employment but shall be determined in accordance with clause (b) or (c)
below, as applicable, in connection with the termination of the Participant’s other
services);




-31-









 






	 	(b)	 	if the Participant is not an Eligible Person under clause (a) of Section 3 but
is an Eligible Person under clause (b) thereof, and the Participant ceases to be a
member of the Board (regardless of the reason), the last day that the Participant is
actually a member of the Board (unless, immediately following such termination, the
Participant is an employee of the Corporation or any of its Affiliates or, by express
written
agreement with the Corporation or any of its Affiliates, continues to provide other
services to the Corporation or any Affiliate as an Eligible Person under clause (c)
of Section 3, in which case the Participant’s Severance Date shall not be the date of
such termination but shall be determined in accordance with clause (a) above or (c)
below, as applicable, in connection with the termination of the Participant’s
employment or other services);
	 
	 	(c)	 	if the Participant is not an Eligible Person under clause (a) or clause (b) of
Section 3 but is an Eligible Person under clause (c) thereof, and the Participant
ceases to provide services to the Corporation or any of its Affiliates as determined in
accordance with Section 7.4.4 (regardless of the reason), the last day that the
Participant actually provides services to the Corporation or such Affiliate as an
Eligible Person under clause (c) of Section 3 (unless, immediately following such
termination, the Participant is an employee of the Corporation or any of its Affiliates
or is a member of the Board, in which case the Participant’s Severance Date shall not
be the date of such termination of services but shall be determined in accordance with
clause (a) or (b) above, as applicable, in connection with the termination of the
Participant’s employment or membership on the Board).






	 	 	“Stock Award” means an award of shares of Common Stock under Section 6 of this Plan. A
Stock Award may be a Restricted Stock Award or an award of unrestricted shares of Common
Stock.
	 
	 	 	“Total Disability” means a “total and permanent disability” within the meaning of Section
22(e)(3) of the Code and, with respect to Awards other than Incentive Stock Options, such
other disabilities, infirmities, afflictions, or conditions as the Administrator may
include.





-32-









 





FUSION-IO, INC.

2008 STOCK INCENTIVE PLAN

STOCK OPTION AGREEMENT




     THIS STOCK OPTION AGREEMENT (this “Option Agreement”) dated ___________________, ______ by and
between Fusion-io, Inc., a Delaware corporation (the “Corporation”), and __________________ (the “Participant”)
evidences the stock option (the “Option”) granted by the Corporation to the Participant as to the
number of shares of the Corporation’s Common Stock, par value $0.0002 per share, first set forth
below.








	 	 	 

	Number of Shares of Common Stock:1                     

	 	Award Date:                     
	 
	 	 
	Exercise Price per Share:1    $                    

	 	Expiration Date:1,2                     





Vesting Commencement Date:                                         





			
	Type of Option (check one):	 	o Nonqualified Stock Option

þ Incentive Stock Option




Vesting1,2  The Option shall become vested as to 25% of the total number
of shares of Common Stock subject to the Option on the first anniversary of the Vesting
Commencement Date. The remaining 75% of the total number of shares of Common Stock subject to the
Option shall vest in 36 substantially equal monthly installments, with the first installment
vesting on the last day of the month following the month in which the first anniversary of the
Vesting Commencement Date occurs and an additional installment vesting on the last day of each of
the 35 months thereafter.








     The Option is granted under the Fusion-io, Inc. 2008 Stock Incentive Plan (the “Plan”) and
subject to the Terms and Conditions of Stock Option (the “Terms”) attached to this Option Agreement
(incorporated herein by this reference) and to the Plan. The Option has been granted to the
Participant in addition to, and not in lieu of, any other form of compensation otherwise payable or
to be paid to the Participant. Capitalized terms are defined in the Plan if not defined herein.
The parties agree to the terms of the Option set forth herein. The Participant acknowledges
receipt of a copy of the Terms, the Plan and the Stock Option Questions & Answers for the Plan,
specifically acknowledges and agrees to Section 15 of the Terms, and agrees to maintain in
confidence all information provided to him/her in connection with the Option.



	 	 	 	 	 	 	 	 	 

	“PARTICIPANT”	 	 	 	FUSION-IO, INC.,
a Delaware corporation	 	 
	 
	 	 	 	 	 	 	 	 
	 

Signature

	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 

	 	 
	 

Print Name

	 	 	 	 	 	 	 	 
	 

	 	 	 	Its:	 	 	 	 
	 

	 	 	 	 	 	 

	 	 
	 

Address

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

City, State, Zip Code

	 	 	 	 	 	 	 	 








 




			
	1	 	Subject to adjustment under Section 7.3.1 of the Plan.
	 
	2	 	Subject to early termination under Section 5.6 or 7.3 of the Plan.




 









 










CONSENT OF SPOUSE




     In consideration of the Corporation’s execution of this Option Agreement, the undersigned
spouse of the Participant agrees to be bound by all of the terms and provisions hereof and of the
Plan.



	 	 	 	 	 	 	 

	 

Signature of Spouse

	 	 	 	 

Date
	 	 











-2-









 








TERMS AND CONDITIONS OF STOCK OPTION





	1.	 	Vesting; Limits on Exercise.





     The Option shall vest and become exercisable in percentage installments of the aggregate
number of shares subject to the Option as set forth on the cover page of this Option Agreement.
The Option may be exercised only to the extent the Option is vested and exercisable.




	 	•	 	Cumulative Exercisability. To the extent that the Option is vested and
exercisable, the Participant has the right to exercise the Option (to the extent not
previously exercised), and such right shall continue, until the expiration or earlier
termination of the Option.
	 
	 	•	 	No Fractional Shares. Fractional share interests shall be disregarded, but
may be cumulated.
	 
	 	•	 	Minimum Exercise. No fewer than 100 shares of Common Stock (subject to
adjustment under Section 7.3.1 of the Plan) may be purchased at any one time, unless
the number purchased is the total number at the time exercisable under the Option.
	 
	 	•	 	ISO Value Limit. If the Option is designated as an Incentive Stock Option
(an “ISO”), as indicated on the cover page of this Option Agreement, and if the
aggregate fair market value of the shares with respect to which ISOs (whether granted
under the Option or otherwise) first become exercisable by the Participant in any
calendar year exceeds $100,000, as measured on the applicable Award Dates, the
limitations of Section 5.5.1 of the Plan shall apply and to such extent the Option will
be rendered a Nonqualified Stock Option.






	2.	 	Continuance of Employment/Service Required; No Employment/Service Commitment.





     The vesting schedule requires continued employment or service through each applicable vesting
date as a condition to the vesting of the applicable installment of the Option and the rights and
benefits under this Option Agreement. Employment or service for only a portion of the vesting
period, even if a substantial portion, will not entitle the Participant to any proportionate
vesting or avoid or mitigate a termination of rights and benefits upon or following a termination
of employment or services as provided in Section 4 below or under the Plan.



     Nothing contained in this Option Agreement or the Plan constitutes a continued employment or
service commitment by the Corporation or any of its Affiliates, affects the Participant’s status,
if he or she is an employee, as an employee at will who is subject to termination without cause,
confers upon the Participant any right to remain employed by or in service to the Corporation or
any Affiliate, interferes in any way with the right of the Corporation or any Affiliate at any time
to terminate such employment or service, or affects the right of the Corporation or any Affiliate
to increase or decrease the Participant’s other compensation.



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	3.	 	Method of Exercise of Option.





     The Option shall be exercisable by the delivery to the Secretary of the Corporation (or such
other person as the Administrator may require pursuant to such administrative exercise procedures
as the Administrator may implement from time to time) of:




	 	•	 	an executed Exercise Agreement (stating the number of shares of Common Stock to be
purchased pursuant to the Option) in substantially the form attached hereto as Exhibit
A or such other form as the Administrator may require from time to time (the “Exercise
Agreement”);
	 
	 	•	 	payment in full for the Exercise Price of the shares to be purchased, in cash or by
electronic funds transfer to the Corporation, or by certified or cashier’s check
payable to the order of the Corporation subject to such specific procedures or
directions as the Administrator may establish;
	 
	 	•	 	any written statements or agreements required pursuant to Section 7.5.1 of the Plan;
and
	 
	 	•	 	satisfaction of the tax withholding provisions of Section 7.6.1 of the Plan.




The Administrator also may, but is not required to, authorize a non-cash payment alternative
specified below at or prior to the time of exercise. In which case, the Exercise Price and/or
applicable withholding taxes, to the extent so authorized, may be paid in full or in part by
delivery to the Corporation of:





	 	•	 	shares of Common Stock already owned by the Participant, valued at their Fair Market
Value on the exercise date; and/or
	 
	 	•	 	if the Common Stock is then registered under the Exchange Act and listed or quoted
on a recognized national securities exchange, irrevocable instructions to a broker to,
upon exercise of the Option, promptly sell a sufficient number of shares of Common
Stock acquired upon exercise of the Option and deliver to the Corporation the amount
necessary to pay the Exercise Price (and, if applicable, the amount of any related tax
withholding obligations); and/or
	 
	 	•	 	a note meeting the requirements of Section 5.3.3 of the Plan (or, in the case of tax
loans, Section 7.6.2 of the Plan).




An Option will qualify as an ISO only if it meets all of the applicable requirements of the Code.
If the Option is designated as an ISO, the Option may be rendered a Nonqualified Stock Option if
the Administrator permits the use of one or more of the non-cash payment alternatives referenced
above.







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	4.	 	Early Termination of Option.





     The Option, to the extent not previously exercised, and all other rights in respect thereof,
whether vested and exercisable or not, shall terminate and become null and void prior to the
Expiration Date in the event of:




	 	•	 	the termination of the Participant’s employment or services as provided in Section
5.6 of the Plan, or
	 
	 	•	 	the termination of the Option pursuant to Section 7.3 of the Plan.





     Notwithstanding any post-termination exercise period provided for herein or in the Plan, an
Option will qualify as an ISO only if it is exercised within the applicable exercise periods for
ISOs under, and meets all of the other requirements of, the Code. If the Option is designated as
an ISO and is not exercised within the applicable exercise periods for ISOs or does not meet such
other requirements, the Option will be rendered a Nonqualified Stock Option.




	5.	 	Non-Transferability and Other Restrictions.





     The Option and any other rights of the Participant under this Option Agreement or the Plan are
nontransferable and exercisable only by the Participant, except as set forth in Section 7.2 of the
Plan. Any shares of Common Stock issued on exercise of the Option are subject to substantial
restrictions on transfer, and are subject to call, rights of first refusal, and other rights in
favor of the Corporation as set forth herein and in the Exercise Agreement.




	6.	 	Securities Law Compliance.





     The Participant acknowledges that the Option and the shares of Common Stock are not being
registered under the Securities Act, based, in part, in reliance upon an exemption from
registration under Securities and Exchange Commission Rule 701 promulgated under the Securities
Act, and a comparable exemption from qualification under applicable state securities laws, as each
may be amended from time to time. The Participant, by executing this Option Agreement, hereby
makes the following representations to the Corporation and acknowledges that the Corporation’s
reliance on federal and state securities law exemptions from registration and qualification is
predicated, in substantial part, upon the accuracy of these representations:




	 	•	 	The Participant is acquiring the Option and, if and when he/she exercises the Option,
will acquire the shares of Common Stock solely for the Participant’s own account, for
investment purposes only, and not with a view to or an intent to sell, or to offer for
resale in connection with any unregistered distribution, all or any portion of the shares
within the meaning of the Securities Act and/or any applicable state securities laws.
	 
	 	•	 	The Participant has had an opportunity to ask questions and receive answers from the
Corporation regarding the terms and conditions of the Option and the restrictions imposed
on any shares of Common Stock purchased upon exercise of the Option. The Participant has
been furnished with, and/or has access to, such information as he or she considers
necessary or appropriate for deciding whether to exercise the Option and purchase shares of
Common Stock. However, in evaluating the merits and risks of an




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	 	 	 	investment in the Common Stock, the Participant has and will rely upon the advice of his/her
own legal counsel, tax advisors, and/or investment advisors.
	 
	 	•	 	The Participant is aware that the Option may be of no practical value, that any value it
may have depends on its vesting and exercisability as well as an increase in the Fair
Market Value of the underlying shares of Common Stock to an amount in excess of the
Exercise Price, and that any investment in common shares of a closely held corporation such
as the Corporation is non-marketable, non-transferable and could require capital to be
invested for an indefinite period of time, possibly without return, and at substantial risk
of loss.
	 
	 	•	 	The Participant understands that any shares of Common Stock acquired on exercise of the
Option will be characterized as “restricted securities” under the federal securities laws,
and that, under such laws and applicable regulations, such securities may be resold without
registration under the Securities Act only in certain limited circumstances, including in
accordance with the conditions of Rule 144 promulgated under the Securities Act, as
presently in effect, with which the Participant is familiar.
	 
	 	•	 	The Participant has read and understands the restrictions and limitations set forth in
the Plan, this Option Agreement (including these Terms), and the Exercise Agreement, which
are imposed on the Option and any shares of Common Stock which may be acquired upon
exercise of the Option.
	 
	 	•	 	At no time was an oral representation made to the Participant relating to the Option or
the purchase of shares of Common Stock and the Participant was not presented with or
solicited by any promotional meeting or material relating to the Option or the Common
Stock.






	7.	 	Lock-Up Agreement.





     Neither the Participant (nor any permitted transferee) may, directly or indirectly, offer,
sell or transfer or dispose of any of the shares of Common Stock acquired upon exercise of the
Option (the “Shares”) or any interest therein (or agree to do any thereof) (collectively, a
“Transfer”) during the period commencing as of 14 days prior to and ending 180 days, or such lesser
period of time as the relevant underwriters may permit, after the effective date of a registration
statement covering any public offering of the Corporation’s securities of which the Participant has
notice. (The term “Participant” includes, where the context so requires, any permitted direct or
indirect transferee of the Participant.) The Participant shall agree and consent to the entry of
stop transfer instructions with the Corporation’s transfer agent against the Transfer of the
Corporation’s securities beneficially owned by the Participant and shall confirm the limitations
hereunder and under the Exercise Agreement by agreement with and for the benefit of the relevant
underwriters by a lock-up agreement or other agreement in customary form. Notwithstanding anything
else herein to the contrary, this Section 7 shall not be construed so as to prohibit the
Participant from participating in a registration or a public offering of the Common Stock with
respect to any shares which he or she may hold at that time, provided, however, that such
participation shall be at the sole discretion of the Board.



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	8.	 	Limited Call Right; Mandatory Sale; Transfer Restrictions.





     8.1 Corporation’s Call Right. The Corporation shall have the right (but not the obligation),
subject to the terms and conditions of this Section 8, to repurchase in one or more transactions,
and the Participant (or any permitted transferee) shall be obligated to sell any of the Shares
acquired upon exercise of the Option at the Repurchase Price (as defined below) (the “Call Right”).
To exercise the Call Right, the Corporation must give written notice thereof to the Participant
(the “Call Notice”) during the Call Period determined under Section 8.4. The Call Notice is
irrevocable by the Corporation and must (a) be in writing and signed by an authorized officer of
the Corporation, (b) set forth the Corporation’s intent to exercise the Call Right and contain the
total number of Shares to be sold to the Corporation pursuant to the Call Right, and (c) be mailed
or delivered in accordance with Section 12.



     8.2 Repurchase Price. The price per Share to be paid by the Corporation upon settlement of
the Corporation’s Call Right (the “Repurchase Price”) shall equal the Fair Market Value of a Share
determined as of the date of the Call Notice.



     8.3 Closing. The closing of any repurchase under this Section 8 shall be at a date to be
specified by the Corporation, such date to be no later than 30 days after the date of the Call
Notice. The purchase price shall be paid at the closing in the form of a check or by cancellation
of money purchase indebtedness against surrender by the Participant of a stock certificate
evidencing the Shares with duly endorsed stock powers. No adjustments (other than pursuant to
Section 7.3.1 of the Plan) shall be made to the purchase price for fluctuations in the fair market
value of the Common Stock after the date of the Call Notice.



     8.4 Call Period; Termination of Call Right. The “Call Period” is the period of time during
which the Call Notice must be delivered to the Participant in the event the Corporation wants to
exercise its Call Right. The Call Period as to any particular Shares acquired upon exercise of the
Option shall commence on the later of:




	 	(a)	 	the Participant’s Severance Date (determined in accordance with the Plan); or
	 
	 	(b)	 	the date that is six months and one day after the Participant acquired the
Shares from the Corporation upon exercise of the Option.




The Call Period as to any particular Shares acquired upon exercise of the Option shall terminate on
the first to occur of:





	 	(x)	 	twelve (12) months after the later of (i) the Participant’s Severance
Date or (ii) the date that the Participant acquired the Shares from the Corporation
upon exercise of the Option; or
	 
	 	(y)	 	the Public Offering Date.





     8.5 Assignment. Notwithstanding anything to the contrary, the Corporation may assign any or
all of its rights under this Section 8 to one or more shareholders of the Corporation.



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	9.	 	Right of First Refusal.





     The Corporation shall have a right of first refusal, as set forth below, to purchase the
Shares acquired upon exercise of the Option before the Shares (or any interest in them) can be
validly transferred to any other person or entity.



     9.1 Notice of Intent to Sell. Before there can be a valid sale or transfer of any Shares (or
any interest in them) by any holder thereof, the holder shall first give notice in writing to the
Corporation, mailed or delivered in accordance with the provisions of Section 12, of his or her
intention to sell or transfer such Shares (the “Option Notice”).



     The Option Notice shall specify the identity of the proposed transferee, the number of Shares
to be sold or transferred to the transferee, the price per Share and the terms upon which such
holder intends to make such sale or transfer. If the payment terms for the Shares described in the
Option Notice differ from delivery of cash or a check at closing, the Corporation shall have the
option, as set forth herein, of purchasing the Shares for cash (or a cash equivalent) at closing in
an amount which the Corporation determines is a fair value equivalent of that payment. The
determination of a fair value equivalent shall be made in the Corporation’s best judgment and such
determination shall be mailed or delivered to the selling or transferring shareholder (the
“Corporation’s Notice”) within ten (10) days of its receipt of the Option Notice. Should the
selling or transferring shareholder disagree with the Corporation’s determination of a fair value
equivalent, he or she shall have the right (the “Retraction Right”) to retract the proposed sale or
transfer to a third party and the offer of Shares to the Corporation pursuant to the Option Notice
(such retraction to be made in writing and mailed or delivered in accordance with the provisions of
Section 12). If the shareholder again proposes to sell or transfer the Shares, the shareholder
shall again offer such Shares to the Corporation pursuant to the terms of this Section 9 prior to
any sale or transfer.



     9.2 Option to Purchase. Subject to the selling shareholder’s Retraction Right, during the
60-day period commencing upon receipt of the Option Notice by the Corporation (the “Option
Period”), the Corporation shall have an option to purchase any or all of the Shares specified in
the Option Notice at the price offered therein (the “Right of First Refusal”).



     9.3 Purchase of Shares. Not more than thirty (30) days after receipt of the Option Notice,
the Corporation shall give written notice to the shareholder desiring to sell or transfer Shares of
the number of such Shares to be purchased (or, if no Shares are to be purchased, stating such fact)
by the Corporation pursuant to the terms of this Section 9 (the “Purchase Notice”). Purchases
pursuant to this Section 9 shall be consummated within thirty (30) days after delivery of the
Purchase Notice to the selling shareholder, but in no event later than the expiration of the Option
Period. The purchase price shall be paid at the closing in cash, by check, by cancellation of
money purchase indebtedness, or, if the payment terms set forth in the Option Notice differ from
payment in cash or by check at closing, in accordance with the payment terms set forth in the
Option Notice (or payment of the amount set forth in the Corporation’s Notice in cash, by
cancellation of money purchase indebtedness, or by check). The purchase price shall be paid
against surrender by the selling shareholder of a stock certificate evidencing the number of Shares
specified in the Option Notice, with duly endorsed stock powers.



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     9.4 Ability to Sell Unpurchased Shares. Unless all of the Shares referred to in the Option
Notice are to be purchased as indicated in the Purchase Notice, the shareholder desiring to sell or
transfer may dispose of any Shares referred to in the Option Notice that are not to be purchased by
the Corporation to the person or persons specified in the Option Notice during a period of twenty
(20) days commencing upon his or her receipt of the Purchase Notice; provided, however,
that he or she shall not sell or transfer such Shares (a) at a lower price or on terms more
favorable to the purchaser or transferee than those specified in the Option Notice, or (b) to a
person other than the person or persons specified in the Option Notice; and provided
further that such transfer is consistent with the other provisions and limitations of the Plan,
this Option Agreement (including these Terms), and the Exercise Agreement. If the transfer is not
consummated within such twenty (20) day period, the shareholder shall again offer such Shares to
the Corporation pursuant to the terms of this Section 9 prior to any sale or transfer to the same
or any other person.



     9.5 Assignment. Notwithstanding anything to the contrary, the Corporation may assign any or
all of its rights under this Section 9 to one or more shareholders of the Corporation.



     9.6 Termination of Right of First Refusal. The Corporation’s Right of First Refusal shall
terminate to the extent that it is not exercised prior to the Public Offering Date.




	10.	 	No Shareholder Rights Following Exercise of a Call or Repurchase.





     If the Participant (or any permitted transferee) holds Shares as to which the Call Right or
the Right of First Refusal has been exercised (in connection with the termination of the
Participant’s employment or otherwise), the Participant shall be entitled to the value of such
shares in accordance with the provisions of Section 8 or 9, as applicable, but (unless otherwise
required by law) shall no longer be entitled to participation in the Corporation or other rights as
a shareholder with respect to the shares subject to the call or repurchase. To the maximum extent
permitted by law, the Participant’s rights following the exercise of the Call Right or Right of
First Refusal shall, with respect to the call or repurchase and the Shares covered thereby, be
solely the rights that he or she has as a general creditor of the Corporation to receive payment of
the amount specified in Section 8 or 9, as applicable.




	11.	 	Drag-Along.





     In the event that holders of at least a majority of the voting power of the Corporation’s then
outstanding capital stock vote in favor of a merger or consolidation of the Corporation in which
the Corporation’s shareholders immediately prior to such transaction own less than a majority of
the voting power of the then outstanding equity interests of the surviving company (or its parent),
the Participant (to the extent Participant then owns any outstanding shares of capital stock of the
Corporation) agrees to vote in favor of such transaction and not object to the inclusion of the
Participant’s shares in such transaction on terms identical to other holders of the same class of
shares held by the Participant.




	12.	 	Notices.





     Any notice to be given under the terms of this Option Agreement or the Exercise Agreement
shall be in writing and addressed to the Corporation at its principal office to the



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attention of the Secretary, and to the Participant at the address reflected or last reflected
on the Corporation’s payroll records. Any notice shall be delivered in person or shall be enclosed
in a properly sealed envelope, addressed as aforesaid, registered or certified, and deposited
(postage and registry or certification fee prepaid) in a post office or branch post office
regularly maintained by the United States Government. Any such notice shall be given only when
received, but if the Participant is no longer an Eligible Person, shall be deemed to have been duly
given five business days after the date mailed in accordance with the foregoing provisions of this
Section 12.





	13.	 	Plan.





     The Option and all rights of the Participant under this Option Agreement are subject to the
terms and conditions of the Plan, incorporated herein by this reference. The Participant agrees to
be bound by the terms of the Plan and this Option Agreement (including these Terms). The
Participant acknowledges having read and understood the Plan, the Stock Option Questions & Answers
for the Plan, and this Option Agreement. Unless otherwise expressly provided in other sections of
this Option Agreement, provisions of the Plan that confer discretionary authority on the Board or
the Administrator do not and shall not be deemed to create any rights in the Participant unless
such rights are expressly set forth herein or are otherwise in the sole discretion of the Board or
the Administrator so conferred by appropriate action of the Board or the Administrator under the
Plan after the date hereof.




	14.	 	Entire Agreement.





     This Option Agreement (including these Terms and together with the form of Exercise Agreement
attached hereto) and the Plan together constitute the entire agreement and supersede all prior
understandings and agreements, written or oral, of the parties hereto with respect to the subject
matter hereof. The Plan, this Option Agreement and the Exercise Agreement may be amended pursuant
to Section 7.7 of the Plan. Such amendment must be in writing and signed by the Corporation. The
Corporation may, however, unilaterally waive any provision hereof or of the Exercise Agreement in
writing to the extent such waiver does not adversely affect the interests of the Participant
hereunder, but no such waiver shall operate as or be construed to be a subsequent waiver of the
same provision or a waiver of any other provision hereof.




	15.	 	Satisfaction of All Rights to Equity.





     The Option is in complete satisfaction of any and all rights that the Participant may have
(under an employment, consulting, or other written or oral agreement with the Corporation or any of
its Affiliates, or otherwise) to receive (1) stock options or stock awards with respect to the
securities of the Corporation or any of its Affiliates, and/or (2) any other equity or derivative
security in or with respect to the Corporation or any of its Affiliates. This Option Agreement
supersedes the terms of all prior understandings and agreements, written or oral, of the parties
with respect to such matters. The Participant shall have no further rights or benefits under any
prior agreement conveying any right with respect to any security or derivative security in or with
respect to the Corporation or any of its Affiliates. The foregoing notwithstanding, this Section
15 shall not adversely affect the Participant’s rights under any prior stock option or stock award
agreement under the Plan (provided such agreement is expressly labeled as a stock option or



-8-









 




stock award agreement under the Plan and is similar in form to this Option Agreement) which
has been signed by an authorized officer of the Corporation.





	16.	 	Governing Law; Limited Rights; Severability.





     16.1. Delaware Law; Construction. This Option Agreement and the Exercise Agreement shall be
governed by and construed and enforced in accordance with the laws of the State of Delaware without
regard to conflict of law principles thereunder. The terms of the Option grant have resulted from
the negotiations of the parties and each of the parties has had an opportunity to obtain and
consult with its own counsel. The language of all parts of the Plan, this Option Agreement
(including these Terms) and the Exercise Agreement shall in all cases be construed as a whole,
according to its fair meaning, and not strictly for or against either of the parties.



     16.2. Limited Rights. The Participant has no rights as a shareholder of the Corporation with
respect to the Option as set forth in Section 7.8 of the Plan. The Option does not place any limit
on the corporate authority of the Corporation as set forth in Section 7.15 of the Plan.



     16.3. Arbitration. Any controversy arising out of or relating to this Option Agreement
(including these Terms), the Plan, and/or the Exercise Agreement, their enforcement or
interpretation, or because of an alleged breach, default, or misrepresentation in connection with
any of their provisions, or any other controversy arising out of or related to the Option,
including, but not limited to, any state or federal statutory claims, shall be submitted to
arbitration in Delaware, before a sole arbitrator selected from Judicial Arbitration and Mediation
Services, Inc., or its successor (“JAMS”), or if JAMS is no longer able to supply the arbitrator,
such arbitrator shall be selected from the American Arbitration Association, and shall be conducted
in accordance with the provisions of applicable law as the exclusive forum for the resolution of
such dispute; provided, however, that provisional injunctive relief may, but need not, be sought by
either party to this Option Agreement in a court of law while arbitration proceedings are pending,
and any provisional injunctive relief granted by such court shall remain effective until the matter
is finally determined by the arbitrator. Final resolution of any dispute through arbitration may
include any remedy or relief which the arbitrator deems just and equitable, including any and all
remedies provided by applicable state or federal statutes. At the conclusion of the arbitration,
the arbitrator shall issue a written decision that sets forth the essential findings and
conclusions upon which the arbitrator’s award or decision is based. Any award or relief granted by
the arbitrator hereunder shall be final and binding on the parties hereto and may be enforced by
any court of competent jurisdiction. The parties acknowledge and agree that they are hereby
waiving any rights to trial by jury in any action, proceeding or counterclaim brought by either of
the parties against the other in connection with any matter whatsoever arising out of or in any way
connected with any of the matters referenced in the first sentence above. The parties agree that
Corporation shall be responsible for payment of the forum costs of any arbitration hereunder,
including the arbitrator’s fee. The parties further agree that in any proceeding with respect to
such matters, each party shall bear its own attorney’s fees and costs (other than forum costs
associated with the arbitration) incurred by it or him or her in connection with the resolution of
the dispute.



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     16.4. Severability. If the arbitrator selected in accordance with Section 16.3 or a court of
competent jurisdiction determines that any portion of this Option Agreement, the Plan, or the
Exercise Agreement is in violation of any statute or public policy, then only the portions of this
Option Agreement, the Plan, or the Exercise Agreement, as applicable, which violate such statute or
public policy shall be stricken, and all portions of this Option Agreement, the Plan, and the
Exercise Agreement which do not violate any statute or public policy shall continue in full force
and effect. Furthermore, it is the parties’ intent that any court order striking any portion of
this Option Agreement, the Plan, and/or the Exercise Agreement should modify the stricken terms as
narrowly as possible to give as much effect as possible to the intentions of the parties hereunder.



     16.5. Shareholder Approval. Notwithstanding anything else contained herein to the contrary,
the Option and all rights of the Participant under this Option Agreement are subject to approval of
the Plan by the Corporation’s shareholders (such approval to be obtained in accordance with the
terms of the Plan, the Corporation’s Bylaws, and applicable law) within 12 months after the
Effective Date of the Plan.



(Remainder of Page Intentionally Left Blank)




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EXHIBIT A




FUSION-IO, INC.

2008 STOCK INCENTIVE PLAN

OPTION EXERCISE AGREEMENT




     The undersigned (the “Purchaser”) hereby irrevocably elects to exercise his/her right,
evidenced by that certain Stock Option Agreement dated as of ____________________ (the “Option
Agreement”) under the Fusion-io, Inc. 2008 Stock Incentive Plan (the “Plan”), as follows:




	 	•	 	the Purchaser hereby irrevocably elects to purchase __________________ shares of
Common Stock, par value $0.0002 per share (the “Shares”), of Fusion-io, Inc., a
Delaware corporation (the “Corporation”), and
	 
	 	•	 	such purchase shall be at the price of $__________________ per share, for an
aggregate amount of $__________________ (subject to applicable withholding taxes
pursuant to Section 7.6.1 of the Plan).





     Capitalized terms are defined in the Plan if not defined herein.



     1. Delivery of Share Certificate. The Purchaser requests that a certificate representing the
Shares be registered to Purchaser and delivered to: _________________________________________________.



     2. Investment Representations. The Purchaser acknowledges that the sale of the Shares by the
Purchaser is restricted by Securities and Exchange Commission Rule 701. The Purchaser hereby
affirms as made as of the date hereof the representations in Section 6 of the “Terms and Conditions
of Stock Option” (which are attached to and a part of the Option Agreement, the “Terms”) and such
representations are incorporated herein by this reference. The Purchaser represents that he/she
has no need for liquidity in this investment, has the ability to bear the economic risk of this
investment, and can afford a complete loss of the purchase price for the Shares.



     The Purchaser also understands and acknowledges (a) that the certificates representing the
Shares will be legended as provided for in Section 7.5.3 of the Plan, and (b) that the Corporation
has no obligation to register the Shares or file any registration statement under federal or state
securities laws.



     3. Limitation on Disposition and Other Restrictions. The Shares are subject to and the
Purchaser hereby agrees to the following terms and conditions of the sale of the Shares to the
Purchaser:




	 	•	 	any transfer of the Shares must comply with the restrictions on transfer set forth
in Section 7.2 of the Plan and all applicable laws as set forth in Section 7.5 of the
Plan;





-1-









 






	 	•	 	the Shares are subject to, and following any otherwise permitted transfer of the
Shares, the Shares shall remain subject to and the transferee shall be bound by, the
lock-up provisions set forth in Section 7 of the Terms, the Corporation’s call right
and right of first refusal set forth in Sections 8 and 9 of the Terms, the drag-along
provisions set forth in Section 11 of the Terms, the share legend requirements of
Section 7.5.3 of the Plan, the foregoing provisions of this Section 3, and the
arbitration provisions of Section 16.3 of the Terms; and
	 
	 	•	 	as a condition to any otherwise permitted transfer of the Shares, the Corporation
may require the transferee to execute a written agreement, in a form acceptable to the
Administrator, that the transferee acknowledges and agrees to the foregoing terms and
restrictions imposed on the Shares.





     4. Plan and Option Agreement. The Purchaser acknowledges that all of his/her rights are
subject to, and the Purchaser agrees to be bound by, all of the terms and conditions of the Plan
and the Option Agreement (including the Terms), both of which are incorporated herein by this
reference. If a conflict or inconsistency between the terms and conditions of this Exercise
Agreement and of the Plan or the Option Agreement shall arise, the terms and conditions of the Plan
and/or the Option Agreement shall govern. The Purchaser acknowledges receipt of a copy of all
documents referenced herein (including the Terms and the Stock Option Questions & Answers for the
Plan) and acknowledges reading and understanding these documents and having an opportunity to ask
any questions that he/she may have had about them. Any controversy or claim arising out of or
relating to this Exercise Agreement shall be submitted to arbitration in accordance with Section
16.3 of the Terms, and Delaware law shall apply as provided in Section 16.1 of the Terms.



     5. Entire Agreement. This Exercise Agreement, the Option Agreement (including the Terms), and
the Plan together constitute the entire agreement and supersede all prior understandings and
agreements, written or oral, of the parties hereto with respect to the subject matter hereof. The
Plan, the Option Agreement and this Exercise Agreement may be amended pursuant to Section 7.7 of
the Plan. Such amendment must be in writing and signed by the Corporation. The Corporation may,
however, unilaterally waive any provision hereof or of the Option Agreement in writing to the
extent such waiver does not adversely affect the interests of the Purchaser hereunder, but no such
waiver shall operate as or be construed to be a subsequent waiver of the same provision or a waiver
of any other provision hereof.



     6. Notice of Sale of ISO Shares. If the Shares are being acquired upon exercise of an Option
intended to qualify as an Incentive Stock Option, the Purchaser agrees that, upon any sale or other
transfer of the Shares within either one year of the date that they are acquired by the Purchaser
or two years after the Award Date set forth in the Option Agreement, the Purchaser shall provide
the notice required under Section 5.5.3 of the Plan.



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	“PURCHASER”	 	 	 	ACCEPTED BY:
FUSION-IO, INC.,

a Delaware corporation	 	 
	 

Signature

	 	 	 	
By:
	 	 	 	 
	 

	 	 	 	 	 	 

	 	 
	 

Print Name

	 	 	 	 	 	 	 	 
	 

	 	 	 	Its:	 	 	 	 
	 

	 	 	 	 	 	 

	 	 
	 

Date

	 	 	 	 	 	 	 	 
	 	 	 	 	(To be completed by the corporation
after the price (including applicable
withholding taxes), value (if applicable) and
receipt of funds is verified.)	 	 







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