Amended & Restated Management Equity Plan



 Exhibit 10.2 
 TRANSUNION CORP. 
 2010 MANAGEMENT EQUITY PLAN 

(As Amended and Restated Effective
                    , 2011) 

ARTICLE 1. 

PURPOSE 

The purpose of the TransUnion Corp. 2010 Management Equity Plan is to promote the success and enhance the value of the Company (as
defined below) by aligning the interests of its Employees, Consultants and Independent Directors (all as defined below) with those of its stockholders and providing Employees with an incentive for outstanding performance to generate superior returns
to the Company’s stockholders. The Plan (as defined below) is further intended to provide flexibility to the Company in its ability to motivate, attract, and retain the services of Consultants, Independent Directors and Employees upon whose
judgment, interest and special effort the successful conduct of the Company’s operation is largely dependent. 
 ARTICLE
2. 
 DEFINITIONS AND CONSTRUCTION 
 Wherever the following terms are used in the Plan they shall have the meanings specified below, unless the context clearly indicates otherwise. The singular pronoun shall include the plural where the
context so indicates. 
 2.1 “Administrator” shall mean the entity that conducts the general administration of
the Plan as provided in Article 11. With reference to the duties of the Committee under the Plan which have been delegated to one or more persons pursuant to Section 11.6, or which the Board has assumed, the term “Administrator” shall
refer to such person(s) unless the Committee or the Board has revoked such delegation or the Board has terminated the assumption of such duties. 
 2.2 “Affiliate” shall mean 
 (a) with respect to the Company;
(i) any Subsidiary; and (ii) any domestic eligible entity that is disregarded, under Treasury Regulation Section 301.7701-3, as an entity separate from either (A) the Company or (B) any Subsidiary; 

(b) with respect to MDP, any Person now or hereafter existing that is (i) controlled, directly or indirectly, by one or more general
partners or managing members of MDP (or the Madison Dearborn Partners fund or funds which control MDP) or (ii) directly or indirectly managed or advised by any Person (or an Affiliate of such Person) who directly or indirectly manages or
advises MDP or any of the Madison Dearborn Partners fund or funds which control MDP; and 

  
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 (c) with respect to the Other Stockholders, any Person owned or controlled directly or
indirectly by or for the benefit of one or more of the lineal descendants of Nicholas J. Pritzker (deceased) and their respective spouses and former spouses and children. 
 For purposes of this definition, “control,” or “controlled” means the possession, directly or indirectly, of the power to direct or cause the direction of the management
or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise. 
 2.3
“Applicable Accounting Standards” shall mean Generally Accepted Accounting Principles in the United States, International Financial Reporting Standards or such other accounting principles or standards as may apply to the
Company’s financial statements under United States federal securities laws from time to time. 
 2.4
“Award” shall mean an Option, a Restricted Stock award, a Restricted Stock Unit award, a Performance Award, a Dividend Equivalents award, a Deferred Stock award, a Stock Payment award or a Stock Appreciation Right, in each case as
granted under the Plan. 
 2.5 “Award Agreement” shall mean any written notice, agreement, terms and
conditions, contract or other instrument or document evidencing an Award, including through electronic medium, which shall contain such terms and conditions with respect to an Award as the Administrator shall determine consistent with the Plan.

 2.6 “Board” shall mean the Board of Directors of the Company. 

2.7 “Change in Control” shall mean and include each of the following: 

(a) A transaction or series of transactions (other than an offering of Common Stock to the general public through a registration statement
filed with the Securities and Exchange Commission) whereby any Person or related group of Persons (other than the Company, any of its Subsidiaries, an employee benefit plan maintained by the Company or any of its Subsidiaries or MDCPVI TU Holdings,
LLC, together with its Affiliates (“MDP”)), directly or indirectly, acquires beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of securities of the Company possessing more than 50% of the total combined
voting power of the Company’s securities outstanding immediately after such acquisition; or 
 (b) The consummation by the
Company (whether directly involving the Company or indirectly involving the Company through one or more intermediaries) of (x) a merger, consolidation, reorganization, or business combination, (y) a sale or other disposition of all or
substantially all of the Company’s assets in any single transaction or series of related transactions, or (z) the acquisition of assets or stock of another entity, in each case other than a transaction: 

(i) That results in the Company’s voting securities outstanding immediately before the transaction continuing to represent (either
by remaining outstanding or by being converted into voting securities of the Company or the Person that, as a result of the transaction, controls, directly or indirectly, the Company or owns, directly or indirectly, all or substantially all of the
Company’s assets or otherwise succeeds to the business of the Company (the Company or such Person, the “Successor Entity”)), directly or indirectly, at least a majority of the combined voting power of the Successor
Entity’s outstanding voting securities immediately after the transaction, and 

  
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 (ii) After which no Person or group of Persons (other than the Current Stockholders or
their Affiliates) beneficially owns voting securities representing 50% or more of the combined voting power of the Successor Entity; provided, however, that no person or group shall be treated for purposes of this
Section 2.7(b)(ii) as beneficially owning 50% or more of combined voting power of the Successor Entity solely as a result of the voting power held in the Company immediately prior to the consummation of the transaction; or 

(c) the sale or other disposition (in one transaction or a series of related transactions) of more than 50% of the assets of the Company
on a consolidated basis to a Person or Persons (other than MDP) acting together which would constitute a “group” for purposes of Section 13(d) of the Exchange Act. 
 In addition, if a Change in Control constitutes a payment event with respect to any Award which provides for the deferral of compensation and is subject to Section 409A of the Code, the transaction
or event described in subsection (a), (b) or (c) with respect to such Award must also constitute a “change in control event,” as defined in Treasury Regulation §1.409A-3(i)(5) to the extent required by Section 409A.

 2.8 “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, together with the
regulations and official guidance promulgated thereunder. 
 2.9 “Committee” shall mean the Compensation
Committee of the Board, or another committee or subcommittee of the Board, appointed as provided in Section 11.1. 
 2.10
“Common Stock” shall mean the non-voting common stock of the Company, par value $0.01 per share, or any equity security into which the non-voting common stock of the Company may convert; provided that the Common Stock subject to the
Plan and underlying Awards (or received through prior grants or purchases under Awards) will become convertible on a 1 for 1 basis into voting common stock upon a Change in Control or, if earlier, the Public Trading Date, in each case in accordance
with the terms of the Company’s Certificate of Incorporation. 
 2.11 “Company” shall mean TransUnion
Corp., a Delaware corporation. 
 2.12 “Consultant” shall mean any consultant or adviser engaged to provide
services to the Company or any Affiliate that qualifies as a consultant under the applicable rules of the Securities and Exchange Commission for registration of shares on a Form S-8 Registration Statement. 

2.13 “Deferred Stock” shall mean a right to receive Shares awarded under Section 8.4. 

2.14 “Director” shall mean a member of the Board, as constituted from time to time. 

  
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 2.15 “Dividend Equivalent” shall mean a right to receive the equivalent
value (in cash or Shares) of dividends paid on Shares, awarded under Section 8.2. 
 2.16 “DRO” shall mean
a domestic relations order as defined by the Code or Title I of the Employee Retirement Income Security Act of 1974, as amended from time to time, or the rules thereunder. 
 2.17 “Effective Date” shall mean June 15, 2010 (the date the original Plan was approved by the Board). 
 2.18 “Employee” shall mean any officer or other employee (as determined in accordance with Section 3401(c) of the Code and the Treasury Regulations thereunder) of the Company or of
any Subsidiary. 
 2.19 “Equity Restructuring” shall mean a nonreciprocal transaction between the Company and
its stockholders, such as a stock dividend, stock split, spin-off, rights offering or recapitalization through a large, nonrecurring cash dividend, that affects the number or kind of shares of Common Stock (or other securities of the Company) or the
share price of Common Stock (or other securities) and causes a change in the per share value of the Common Stock underlying outstanding Awards. 
 2.20 “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time. 
 2.21 “Fair Market Value” shall mean, as of any given date, the value of a Share determined as follows: 
 (a) If the Common Stock is listed on any (i) established securities exchange (such as the New York Stock Exchange, the NASDAQ Global Market and the NASDAQ Global Select Market), (ii) national
market system or (iii) automated quotation system on which the Shares are listed, quoted or traded, its Fair Market Value shall be the closing sales price for a share of Common Stock as quoted on such exchange or system for such date or, if
there is no closing sales price for a share of Common Stock on the date in question, the closing sales price for a share of Common Stock on the last preceding date for which such quotation exists, as reported in The Wall Street Journal or
such other source as the Administrator deems reliable; 
 (b) If the Common Stock is not listed on an established securities
exchange, national market system or automated quotation system, but the Common Stock is regularly quoted by a recognized securities dealer, its Fair Market Value shall be the mean of the high bid and low asked prices for such date or, if there are
no high bid and low asked prices for a share of Common Stock on such date, the high bid and low asked prices for a share of Common Stock on the last preceding date for which such information exists, as reported in The Wall Street Journal or
such other source as the Administrator deems reliable; or 
 (c) If the Common Stock is neither listed on an established
securities exchange, national market system or automated quotation system, nor regularly quoted by a recognized securities dealer, then Fair Market Value shall be (i) the amount that a willing buyer would pay for a share of the Common Stock,
and at which a willing seller would sell a share of 

  
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the Common Stock, neither under any compulsion or duress and both with reasonable knowledge of the relevant facts, with no discount for lack of marketability, or voting rights, nor any premium
for control, as set forth in the most recent appraisal available to the Administrator by a recognized investment banking or appraisal firm selected by the Administrator in good faith and in exercise of its reasonable discretion and performed in
accordance with the provisions of this clause (i), or (ii) if such transaction is more recent that the most recently available appraisal, the price per share realized by the Company in a transaction involving the sale of equity securities to a
Person who is not an Affiliate of the Company, as applicable, in a sufficient amount to allow the Administrator to determine whether or not such sale is between a willing buyer and a willing seller under the standards applicable under clause
(i) above. The Administrator shall have an appraisal of the type referred to in clause (i) above performed at least annually. 
 2.22 “Greater Than 10% Stockholder” shall mean an individual then owning (within the meaning of Section 424(d) of the Code) more than 10% of the total combined voting power of all
classes of stock of the Company, any Subsidiary corporation or Parent corporation thereof. 
 2.23 “Holder”
shall mean an Employee, Consultant or Independent Director who has been granted an Award. 
 2.24 “Incentive Stock
Option” shall mean an Option that is intended to qualify as an incentive stock option and conforms to the applicable provisions of Section 422 of the Code. 
 2.25 “Independent Director” shall mean a director who is not an employee of the Company. Following the Public Trading Date, it is intended that each Independent Director qualify as
(x) a “non-employee director” as defined by Rule 16b-3 of the Exchange Act or any successor rule, (y) an “outside director” for purposes of Section 162(m) of the Code and (z) an “independent
director” under the rules of any securities exchange, national market system or automated quotation system on which the Shares are listed, traded or quoted; the Administrator or Board shall consider these criteria when designating which
directors are Independent Directors for purposes of this Plan. 
 2.26 “Non-Qualified Stock Option” shall mean
an Option that is not an Incentive Stock Option. 
 2.27 “Option” shall mean a right to purchase Shares at a
specified exercise price granted under Article 5. An Option shall be either a Non-Qualified Stock Option or an Incentive Stock Option. 
 2.28 “Parent” shall mean any entity (other than the Company), whether domestic or foreign, in an unbroken chain of entities ending with the Company if each of the entities other than the
Company beneficially owns, at the time of the determination, securities or interests representing more than fifty percent (50%) of the total combined voting power of all classes of securities or interests in one of the other entities in such
chain. 
 2.29 “Performance Award” shall mean a cash bonus award, stock bonus award, performance award or
incentive award that is paid in cash, Shares or a combination of both, awarded under Section 8.1. 

  
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 2.30 “Permitted Transferee” shall mean, with respect to a Holder, any
“family member” of the Holder, as defined under the instructions to use of the Form S-8 Registration Statement under the Securities Act, after taking into account any state, federal, local or foreign tax and securities laws applicable to
transferable Awards. 
 2.31 “Person” means an individual, corporation, partnership, limited liability company,
joint venture, estate, trust, association, unincorporated organization or other entity or group. 
 2.32 “Plan”
shall mean this TransUnion Corp. 2010 Management Equity Plan, as it may be amended or restated from time to time and any sub-plans that may be adopted as part of this Plan under Section 4.5. 

2.33 “Program” shall mean any program adopted by the Administrator pursuant to the Plan containing the terms and
conditions intended to govern a specified type of Award granted under the Plan. 
 2.34 “Public Trading Date”
shall mean the first date upon which Common Stock is listed (or approved for listing) upon notice of issuance on any established securities exchange or national market system, or designated (or approved for designation) upon notice of issuance as a
national market security on an interdealer quotation system. 
 2.35 “Restricted Stock” shall mean Common Stock
awarded under Article 7 that is subject to certain restrictions and may be subject to risk of forfeiture or repurchase. 
 2.36
“Restricted Stock Units” shall mean the right to receive Shares awarded under Section 8.5. 
 2.37
“Securities Act” shall mean the Securities Act of 1933, as amended. 
 2.38 “Service Provider”
means a person for so long as he or she continues to be an Employee, Director or Consultant to the Company or any of its Affiliates. 
 2.39 “Shares” shall mean shares of Common Stock. 
 2.40
“Stock Appreciation Right” shall mean a stock appreciation right granted under Article 9. 
 2.41
“Stock Payment” shall mean (a) a payment in the form of Shares, or (b) an option or other right to purchase Shares, as part of a bonus, deferred compensation or other arrangement, awarded under Section 8.3.

 2.42 “Subsidiary” shall mean any entity (other than the Company), whether domestic or foreign, in an
unbroken chain of entities beginning with the Company if each of the entities other than the last entity in the unbroken chain beneficially owns, at the time of the determination, securities or interests representing more than 50% of the total
combined voting power of all classes of securities or interests in one of the other entities in such chain. 

  
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 2.43 “Substitute Award” shall mean an Award granted under the Plan upon the
assumption of, or in substitution for, outstanding equity awards previously granted by a company or other entity in connection with a corporate transaction, such as a merger, combination, consolidation or acquisition of property or stock;
provided, however, that in no event shall the term “Substitute Award” be construed to refer to an award made in connection with the cancellation and repricing of an Option or Stock Appreciation Right. 

2.44 “Termination of Service” shall mean, the time when the Holder no longer is a Service Provider, for any reason,
including, without limitation, a termination by resignation, discharge, death, disability or retirement; but excluding terminations where the Holder simultaneously commences or remains in employment or service with the Company or any of its
Affiliates as a Director or a consultant; provided, however, that, with respect to Incentive Stock Options, unless the Administrator otherwise provides in the terms of the applicable Program, the Award Agreement or otherwise, a leave
of absence, change in status from an employee to an independent contractor or other change in the employee-employer relationship shall constitute a Termination of Service only if, and to the extent that, such leave of absence, change in status or
other change interrupts employment for the purposes of Section 422(a)(2) of the Code and the then applicable regulations and revenue rulings under said Section. A Holder’s service relationship to the Company shall be deemed to be
terminated in the event that such Holder is employed by an Affiliate of the Company and the Affiliate employing such Holder ceases to remain an Affiliate of the Company. 
 ARTICLE 3. 
 SHARES SUBJECT TO THE PLAN 

3.1 Number of Shares. 
 (a) Subject to Section 12.2 and Section 3.1(b), the aggregate number of Shares that may be issued or transferred pursuant to Awards under the Plan is 4,514,945. 

(b) If any Shares subject to an Award are forfeited, cancelled or expire or such Award is settled for cash (in whole or in part), the
Shares subject to such Award shall, to the extent of such forfeiture, cancellation, expiration or cash settlement, again be available for future grants of Awards under the Plan. In addition, any Shares that are (i) tendered by a Holder or
withheld by the Company in payment of the exercise price of an Option; (ii) tendered by the Holder or withheld by the Company to satisfy any tax withholding obligation with respect to an Award; (iii) subject to a Stock Appreciation Right
that are not issued in connection with the stock settlement of the Stock Appreciation Right; or (iv) repurchased by the Company under Section 7.4 at the same price paid by the Holder so that such shares are returned to the Company will
again be available for Awards. The payment of Dividend Equivalents in cash in conjunction with any outstanding Awards shall not be counted against the shares available for issuance under the Plan. Notwithstanding the provisions of this
Section 3.1(b), no Shares may again be optioned, granted or awarded if such action would cause an Incentive Stock Option to fail to qualify as an incentive stock option under Section 422 of the Code. 

  
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 (c) Substitute Awards shall not reduce the Shares authorized for grant under the Plan.
Additionally, in the event that a company acquired by the Company or any of its Affiliates or with which the Company or such Affiliate combines, has shares available under a pre-existing plan approved by equityholders and not adopted in
contemplation of such acquisition or combination, the shares available for grant pursuant to the terms of such pre-existing plan (as adjusted, to the extent appropriate, using the exchange ratio or other adjustment or valuation ratio or formula used
in such acquisition or combination to determine the consideration payable to the holders of common stock of the entities party to such acquisition or combination) may be used for Awards under the Plan and shall not reduce the Shares authorized for
grant under the Plan; provided that Awards using such available shares shall not be made after the date awards or grants could have been made under the terms of the pre-existing plan, absent the acquisition or combination, and shall only be made to
individuals who were not employed by or providing services to the Company or a Subsidiary immediately prior to such acquisition or combination. 
 3.2 Stock Distributed. Any Shares distributed pursuant to an Award may consist, in whole or in part, of authorized and unissued Common Stock, treasury Common Stock or Common Stock purchased on the
open market. 
 ARTICLE 4. 
 GRANTING OF AWARDS 
 4.1 Participation. The Administrator may, from
time to time, select from among Service Providers, those to whom an Award shall be granted and shall determine the nature and amount of each Award, which shall not be inconsistent with the requirements of the Plan. No Service Provider shall have any
right to be granted an Award pursuant to the Plan. 
 4.2 Award Agreement. Each Award shall be evidenced by an Award
Agreement. Award Agreements evidencing Incentive Stock Options shall contain such terms and conditions as may be necessary to meet the applicable provisions of Section 422 of the Code. 

4.3 Limitations Applicable to Section 16 Persons. Notwithstanding any other provision of the Plan, the Plan, and any Award
granted or awarded to any individual who is then subject to Section 16 of the Exchange Act, shall be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including Rule
16b-3 of the Exchange Act and any amendments thereto) that are requirements for the application of such exemptive rule. To the extent permitted by applicable law, the Plan and Awards granted or awarded hereunder shall be deemed amended to the extent
necessary to conform to such applicable exemptive rule. 
 4.4 At-Will Employment. Nothing in the Plan or in any Program
or Award Agreement hereunder shall confer upon any Holder any right to continue in the employ of the Company or any of its Affiliates, or shall interfere with or restrict in any way the rights of the Company or any of its Affiliates, which rights
are hereby expressly reserved, to discharge any Holder at any time for any reason whatsoever, with or without cause, and with or without notice, or to terminate or change all other terms and conditions of employment, except to the extent expressly
provided otherwise in a written agreement between the Holder and the Company or any of its Affiliates. 

  
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 4.5 Foreign Holders. Notwithstanding any provision of the Plan to the contrary, in
order to comply with the laws in other countries in which the Company and its Affiliates operate or have Service Providers or in order to comply with the requirements of any foreign securities exchange, the Administrator, in its sole discretion,
shall have the power and authority to: (a) determine which Affiliates of the Company shall be covered by the Plan; (b) determine which Service Providers outside the United States are eligible to participate in the Plan; (c) modify the
terms and conditions of any Award granted to Service Providers outside the United States to comply with applicable foreign laws or listing requirements of any such foreign securities exchange; (d) establish subplans and modify exercise
procedures and other terms and procedures, to the extent such actions may be necessary or advisable (any such subplans and/or modifications shall be attached to the Plan as appendices); provided, however, that no such subplans and/or
modifications shall increase the share limitations contained in Sections 3.1 or 4.1; and (e) take any action, before or after an Award is made, that it deems advisable to obtain approval or comply with any necessary local governmental
regulatory exemptions, requirements or approvals or listing requirements of any such foreign securities exchange. Notwithstanding the foregoing, the Administrator may not take any actions hereunder, and no Awards shall be granted, that would violate
the Code, the Exchange Act, the Securities Act, any other securities law or governing statute, the rules of any securities exchange or automated quotation system on which the Shares are listed, quoted or traded or any other applicable law.

 4.6 Stand-Alone and Tandem Awards. Awards granted pursuant to the Plan may, in the sole discretion of the
Administrator, be granted either alone, in addition to, or in tandem with, any other Award granted pursuant to the Plan. Awards granted in addition to or in tandem with other Awards may be granted either at the same time as, or at a different time
from, the grant of such other Awards. 
 ARTICLE 5. 

GRANTING OF OPTIONS 
 5.1 Granting of Options. The Administrator is authorized to grant Options to Service Providers from time to time, in its sole discretion, on such terms and conditions as it may determine which
shall not be inconsistent with the Plan. 
 5.2 Qualification of Incentive Stock Options. No Incentive Stock Option shall
be granted to any person who is not an Employee of the Company or any “subsidiary corporation” of the Company (as defined in Section 424(f) of the Code). No person who qualifies as a Greater Than 10% Stockholder may be granted an
Incentive Stock Option unless such Incentive Stock Option conforms to the applicable provisions of Section 422 of the Code. Any Incentive Stock Option granted under the Plan may be modified by the Administrator, with the consent of the Holder,
to disqualify such Option from treatment as an “incentive stock option” under Section 422 of the Code. To the extent that the aggregate fair market value of stock with respect to which “incentive stock options” (within the
meaning of Section 422 of the Code, but without regard to Section 422(d) of the Code) are exercisable for the first time by a Holder 

  
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during any calendar year under the Plan, and all other plans of the Company and any Subsidiary or Parent corporation thereof, exceeds $100,000, the Options shall be treated as Non-Qualified Stock
Options to the extent required by Section 422 of the Code. The rule set forth in the preceding sentence shall be applied by taking Options and other “incentive stock options” into account in the order in which they were granted and
the fair market value of stock shall be determined as of the time the respective options were granted. 
 5.3 Option Exercise
Price. The exercise price per Share subject to each Option shall be set by the Administrator, but shall not be less than 100% of the Fair Market Value of a Share on the date the Option is granted (or, as to Incentive Stock Options, on the date
the Option is modified, extended or renewed for purposes of Section 424(h) of the Code). In addition, in the case of Incentive Stock Options granted to a Greater Than 10% Stockholder, such exercise price shall not be less than 110% of the Fair
Market Value of a Share on the date the Option is granted (or the date the Option is modified, extended or renewed for purposes of Section 424(h) of the Code). 
 5.4 Option Term. The term of each Option shall be ten (10) years from the date the Option is granted, or five (5) years from the date an Incentive Stock Option is granted to a Greater
Than 10% Stockholder. The Administrator shall determine the time period, including the time period following a Termination of Service, during which the Holder has the right to exercise any vested Options, which time period may not extend beyond the
term of the Option and shall be set forth in the Award Agreement. Except as required by Section 409A or Section 422 of the Code and regulations and rulings thereunder, the Administrator may extend the term of any outstanding Option, and
may extend the time period during which vested Options may be exercised, in connection with any Termination of Service of the Holder, and may amend any other term or condition of such Option relating to such a Termination of Service. 

5.5 Option Vesting. 
 (a) The period during which the right to exercise, in whole or in part, an Option vests in the Holder shall be set by the Administrator and the Administrator may determine that an Option may not be
exercised in whole or in part for a specified period after it is granted. Such vesting may be based on service with the Company or any of its Affiliates or any other criteria selected by the Administrator and set forth in the Award Agreement. At any
time after grant of an Option, the Administrator may, in its sole discretion and subject to whatever terms and conditions it selects, accelerate the period during which an Option vests. 

(b) No portion of an Option which is unexercisable at a Holder’s Termination of Service shall thereafter become exercisable, except
as may be otherwise provided by the Administrator either in the Program, the Award Agreement or by action of the Administrator following the grant of the Option. 
 5.6 Substitute Awards. Notwithstanding the foregoing provisions of this Article 5 to the contrary, in the case of an Option that is a Substitute Award, the price per share of the shares subject to
such Option may be less than the Fair Market Value per share on the date of grant, provided, that the excess of: (a) the aggregate Fair Market Value (as of the date such Substitute Award is granted) of the shares subject to the
Substitute Award, over (b) the 

  
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aggregate exercise price thereof does not exceed the excess of: (x) the aggregate fair market value (as of the time immediately preceding the transaction giving rise to the Substitute Award,
such fair market value to be determined by the Administrator) of the shares of the predecessor entity that were subject to the grant assumed or substituted for by the Company, over (y) the aggregate exercise price of such shares. 

5.7 Substitution of Stock Appreciation Rights. The Administrator may provide in the applicable Program or the Award Agreement
evidencing the grant of an Option that the Administrator, in its sole discretion, shall have the right to substitute a Stock Appreciation Right for such Option at any time prior to or upon exercise of such Option; provided, that such
Stock Appreciation Right shall be exercisable with respect to the same number of Shares for which such substituted Option would have been exercisable, and shall also have the same exercise price and remaining term as the substituted Option.

 ARTICLE 6. 
 EXERCISE OF OPTIONS 
 6.1 Partial Exercise. An exercisable Option
may be exercised in whole or in part. However, unless specifically provided in an Award Agreement an Option shall not be exercisable with respect to fractional shares. The Administrator may require that, by the terms of the Option, a partial
exercise must be with respect to a minimum number of Shares. 
 6.2 Manner of Exercise. All or a portion of an
exercisable Option shall be deemed exercised upon delivery of all of the following to the Company, or such other Person designated by the Administrator, as applicable: 
 (a) A written or electronic notice complying with the applicable rules established by the Administrator stating that the Option, or a portion thereof, is exercised. The notice shall be signed by the
Holder or other person then entitled to exercise the Option or such portion of the Option; 
 (b) Such representations and
documents as the Administrator, in its sole discretion, deems necessary or advisable to effect compliance with all applicable provisions of the Securities Act and any other federal, state or foreign securities laws or regulations, the rules of any
securities exchange or automated quotation system on which the Shares are listed, traded or quoted, or any other applicable law. The Administrator may, in its sole discretion, also take whatever additional actions it deems appropriate to effect such
compliance including, without limitation, placing legends on share certificates and issuing stop-transfer notices to agents and registrars; 
 (c) In the event that the Option shall be exercised pursuant to Section 10.3 by any Person or Persons other than the Holder, appropriate proof of the right of such Person or Persons to exercise the
Option, as determined in the sole discretion of the Administrator; and 
 (d) Full payment of the exercise price and applicable
withholding taxes to the stock administrator of the Company for the shares with respect to which the Option, or portion thereof, is exercised, in a manner permitted by Sections 10.1 and 10.2. 

  
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 6.3 Notification Regarding Disposition. The Holder shall give the Company prompt
written or electronic notice of any disposition of shares of Common Stock acquired by exercise of an Incentive Stock Option which occurs within (a) two years from the date of grant (including the date the Option is modified, extended or renewed
for purposes of Section 424(h) of the Code) of such Option to such Holder, or (b) one year after the transfer of such shares to such Holder. 
 ARTICLE 7. 
 AWARD OF RESTRICTED STOCK 

7.1 Award of Restricted Stock. 
 (a) The Administrator is authorized to grant Restricted Stock to Service Providers and shall determine the terms and conditions, including the restrictions applicable to each award of Restricted Stock,
which terms and conditions shall not be inconsistent with the Plan, and may impose such conditions on the issuance of such Restricted Stock as it deems appropriate. 
 (b) The Administrator shall establish the purchase price, if any, and form of payment for Restricted Stock; provided, however, that if a purchase price is charged, such purchase price shall
be no less than the par value of the Shares to be purchased, unless otherwise permitted by applicable state law. In all cases, legal consideration shall be required for each issuance of Restricted Stock. 

7.2 Rights as Stockholders. Subject to Section 7.4, upon issuance of Restricted Stock, the Holder shall have, unless
otherwise provided by the Administrator, all the rights of a stockholder with respect to said Shares, subject to the restrictions in the applicable Program or in each individual Award Agreement, including the right to receive all dividends and other
distributions paid or made with respect to the Shares; provided, however, that, in the sole discretion of the Administrator, any extraordinary distributions with respect to the Shares shall be subject to the restrictions set forth in
Section 7.3. 
 7.3 Restrictions. All shares of Restricted Stock (including any shares received by Holders thereof
with respect to shares of Restricted Stock as a result of stock dividends, stock splits or any other form of recapitalization) shall, in the terms of the applicable Program or in each individual Award Agreement, be subject to such restrictions and
vesting requirements as the Administrator shall provide. Such restrictions may include, without limitation, restrictions concerning voting rights and transferability, and such restrictions may lapse separately or in combination at such times and
pursuant to such circumstances or based on such criteria as selected by the Administrator, including, without limitation, criteria based on the Holder’s duration of employment, directorship or consultancy with the Company, Company performance,
individual performance or other criteria selected by the Administrator. By action taken after the Restricted Stock is issued, the Administrator may, on such terms and conditions as it may determine to be appropriate, accelerate the vesting of such
Restricted Stock by removing any or all of the restrictions imposed by the terms of the Program or the Award Agreement. Restricted Stock may not be sold or encumbered until all restrictions are terminated or expire. 

  
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 7.4 Repurchase or Forfeiture of Restricted Stock. If no price was paid by the Holder
for the Restricted Stock, upon a Termination of Service, the Holder’s rights in unvested Restricted Stock then subject to restrictions shall lapse, and such Restricted Stock shall be surrendered to the Company and cancelled without
consideration. If a price was paid by the Holder for the Restricted Stock, upon a Termination of Service, the Company shall have the right to repurchase from the Holder the unvested Restricted Stock then subject to restrictions at a cash price per
share equal to the price paid by the Holder for such Restricted Stock or such other amount as may be specified in the Program or the Award Agreement. The Administrator in its sole discretion may provide that in the event of certain events, including
a Change in Control, the Holder’s death, retirement or disability or any other specified Termination of Service or any other event, the Holder’s rights in unvested Restricted Stock shall not lapse, such Restricted Stock shall vest and, if
applicable, the Company shall not have a right of repurchase. 
 7.5 Certificates for Restricted Stock. Restricted Stock
granted pursuant to the Plan may be evidenced in such manner as the Administrator shall determine. Certificates or book entries evidencing shares of Restricted Stock must include an appropriate legend referring to the terms, conditions, and
restrictions applicable to such Restricted Stock, and the Company may, in it sole discretion, retain physical possession of any stock certificate until such time as all applicable restrictions lapse. 

7.6 Section 83(b) Election. If a Holder makes an election under Section 83(b) of the Code to be taxed with respect to
the Restricted Stock as of the date of transfer of the Restricted Stock rather than as of the date or dates upon which the Holder would otherwise be taxable under Section 83(a) of the Code, the Holder shall be required to deliver a copy of such
election to the Company promptly after filing such election with the Internal Revenue Service. 
 ARTICLE 8. 

AWARD OF PERFORMANCE AWARDS, DIVIDEND EQUIVALENTS, DEFERRED 
 STOCK, STOCK PAYMENTS, AND RESTRICTED STOCK UNITS 
 8.1 Performance
Awards. 
 (a) The Administrator is authorized to grant Performance Awards to any Service Provider. The value of Performance
Awards may be linked to any one or more performance criteria as selected by the Administrator, in each case on a specified date or dates or over any period or periods determined by the Administrator. Performance Awards may be paid in cash, Shares,
or a combination of Shares and cash, as determined by the Administrator. 
 (b) Without limiting Section 8.1(a), the
Administrator may grant Performance Awards to any Service Provider in the form of a cash bonus payable upon the attainment of such performance criteria, whether or not objective, which are established by the Administrator, in each case on a
specified date or dates or over any period or periods determined by the Administrator. 

  
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 8.2 Dividend Equivalents. 

(a) Dividend Equivalents may be granted by the Administrator based on dividends declared on the Common Stock, to be credited as of
dividend payment dates during the period between the date an Award is granted to a Holder and the date such Award vests, is exercised, is distributed or expires, as determined by the Administrator. Such Dividend Equivalents shall be converted to
cash or additional Shares by such formula and at such time and subject to such limitations as may be determined by the Administrator. 
 (b) Notwithstanding the foregoing, no Dividend Equivalents shall be payable with respect to Options or Stock Appreciation Rights. 
 8.3 Stock Payments. The Administrator is authorized to make Stock Payments to any Service Provider. The number or value of Shares subject to any Stock Payment shall be determined by the
Administrator and may be based upon one or more criteria, including service to or performance by the Company or any of its Affiliates, determined by the Administrator. Shares underlying a Stock Payment which is subject to a vesting schedule or other
conditions or criteria set by the Administrator will not be issued until those conditions have been satisfied. Unless otherwise provided by the Administrator, a Holder of a Stock Payment shall have no rights as a Company stockholder with respect to
such Stock Payment until such time as the Stock Payment has vested and the Shares underlying the Award have been issued to the Holder. Stock Payments may, but are not required to be made in lieu of base salary, bonus, fees or other cash compensation
otherwise payable to such Service Provider. 
 8.4 Deferred Stock. The Administrator is authorized to grant Deferred
Stock to any Service Provider. The number of Shares subject to any Deferred Stock award shall be determined by the Administrator and may be based on one or more criteria, including service to or performance by the Company or any of its Affiliates,
as the Administrator determines, in each case on a specified date or dates or over any period or periods determined by the Administrator. Shares underlying a Deferred Stock award which is subject to a vesting schedule or other conditions or criteria
set by the Administrator will not be issued until those conditions have been satisfied. Unless otherwise provided by the Administrator, a Holder of Deferred Stock shall have no rights as a Company stockholder with respect to such Deferred Stock
until such time as the Award has vested and the Shares underlying the Award have been issued to the Holder. 
 8.5 Restricted
Stock Units. The Administrator is authorized to grant Restricted Stock Units to any Service Provider. The number and terms and conditions of Restricted Stock Units shall be determined by the Administrator. The Administrator shall specify the
date or dates on which the Restricted Stock Units shall become fully vested and nonforfeitable, and may specify such conditions to vesting as it deems appropriate, including performance criteria or service to the Company or any of its Affiliates, in
each case on a specified date or dates or over any period or periods, as determined by the Administrator. The Administrator shall specify, or permit the Holder to elect, the conditions and dates upon which the Shares


  
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underlying the Restricted Stock Units which shall be issued, which dates shall not be earlier than the date as of which the Restricted Stock Units vest and become nonforfeitable and which
conditions and dates shall be subject to compliance with Section 409A of the Code. Restricted Stock Units may be paid in cash, Shares, or a combination of Shares and cash, as determined by the Administrator. On the distribution dates, the
Company shall issue to the Holder one unrestricted, fully transferable Share (or the Fair Market Value of one such Share in cash) for each vested and nonforfeitable Restricted Stock Unit. 

8.6 Term. The term of each Performance Award, Dividend Equivalent award, Deferred Stock award, Stock Payment award and/or
Restricted Stock Unit award shall be set by the Administrator in its sole discretion. 
 8.7 Exercise or Purchase Price.
The Administrator may establish the exercise or purchase price of a Performance Award, shares of Deferred Stock, Shares distributed as a Stock Payment award or Shares distributed pursuant to a Restricted Stock Unit award; provided,
however, that value of the consideration shall not be less than the par value of a Share, unless otherwise permitted by applicable law. In all cases, legal consideration shall be required for each issuance of Shares under any Awards granted
under the Plan. 
 8.8 Exercise upon Termination of Service. A Performance Award, Dividend Equivalent award, Deferred
Stock award, Stock Payment award and/or Restricted Stock Unit award is exercisable or distributable only while the Holder is a Service Provider. The Administrator, however, in its sole discretion may provide in the Award Agreement that the
Performance Award, Dividend Equivalent award, Deferred Stock award, Stock Payment award and/or Restricted Stock Unit award may be exercised or distributed subsequent to a Termination of Service in certain events, including a Change in Control, the
Holder’s death, retirement or disability or any other specified Termination of Service. 
 ARTICLE 9. 

AWARD OF STOCK APPRECIATION RIGHTS 
 9.1 Grant of Stock Appreciation Rights. 
 (a) The Administrator is
authorized to grant Stock Appreciation Rights to Service Providers from time to time, in its sole discretion, on such terms and conditions as it may determine consistent with the Plan. 

(b) A Stock Appreciation Right shall entitle the Holder to exercise all or a specified portion of the Stock Appreciation Right (to the
extent then exercisable pursuant to its terms) and to receive from the Company an amount determined by multiplying the difference obtained by subtracting the exercise price per share of the Stock Appreciation Right from the Fair Market Value on the
date of exercise of the Stock Appreciation Right by the number of Shares with respect to which the Stock Appreciation Right shall have been exercised, subject to any limitations the Administrator may impose. Except as described in
Section 9.1(c) below, the exercise price per Share subject to each Stock Appreciation Right shall be set by the Administrator, but shall not be less than 100% of the Fair Market Value on the date the Stock Appreciation Right is granted.


  
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 (c) Notwithstanding the foregoing provisions of Section 9.1(b) to the contrary, in the
case of an Stock Appreciation Right that is a Substitute Award, the price per share of the shares subject to such Stock Appreciation Right may be less than 100% of the Fair Market Value per share on the date of grant; provided, that the
excess of: (i) the aggregate Fair Market Value (as of the date such Substitute Award is granted) of the shares subject to the Substitute Award, over (ii) the aggregate exercise price thereof does not exceed the excess of: (x) the
aggregate fair market value (as of the time immediately preceding the transaction giving rise to the Substitute Award, such fair market value to be determined by the Administrator) of the shares of the predecessor entity that were subject to the
grant assumed or substituted for by the Company, over (iii) the aggregate exercise price of such shares. 
 9.2 Stock
Appreciation Right Vesting. 
 (a) The period during which the right to exercise, in whole or in part, a Stock Appreciation
Right vests in the Holder shall be set by the Administrator in the Award Agreement or applicable Program and the Administrator may determine that a Stock Appreciation Right may not be exercised in whole or in part for a specified period after it is
granted. Such vesting may be based on service with the Company or any of its Affiliates, or any other criteria selected by the Administrator. At any time after grant of a Stock Appreciation Right, the Administrator may, in its sole discretion
accelerate the period during which a Stock Appreciation Right vests. 
 (b) No portion of a Stock Appreciation Right which is
unexercisable at Termination of Service shall thereafter become exercisable, except as may be otherwise provided by the Administrator either in the applicable Program or Award Agreement or by action of the Administrator following the grant of the
Stock Appreciation Right. 
 9.3 Manner of Exercise. All or a portion of an exercisable Stock Appreciation Right shall be
deemed exercised upon delivery of all of the following to the Administrator, or such other Person designated by the Administrator, as applicable: 
 (a) A written or electronic notice complying with the applicable rules established by the Administrator stating that the Stock Appreciation Right, or a portion thereof, is exercised. The notice shall be
signed by the Holder or other Person then entitled to exercise the Stock Appreciation Right or such portion of the Stock Appreciation Right; 
 (b) Such representations and documents as the Administrator, in its sole discretion, deems necessary or advisable to effect compliance with all applicable provisions of the Securities Act and any other
federal, state or foreign securities laws or regulations. The Administrator may, in its sole discretion, also take whatever additional actions it deems appropriate to effect such compliance; and 

(c) In the event that the Stock Appreciation Right shall be exercised pursuant to this Section 9.3 by any Person or Persons other
than the Holder, appropriate proof of the right of such Person or Persons to exercise the Stock Appreciation Right. 
 9.4
Stock Appreciation Right Term. The term of each Stock Appreciation Right shall be set by the Administrator in its sole discretion; provided, however, that the term shall not be more than ten (10) years from the date the
Stock Appreciation Right is granted. The 

  
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Administrator shall determine the time period, including the time period following a Termination of Service, during which the Holder has the right to exercise the vested Stock Appreciation
Rights, which time period may not extend beyond the expiration date of the Stock Appreciation Right term. Except as limited by the requirements of Section 409A of the Code and regulations and rulings thereunder, the Administrator may extend the
term of any outstanding Stock Appreciation Right, and may extend the time period during which vested Stock Appreciation Rights may be exercised, in connection with any Termination of Service of the Holder, and may amend any other term or condition
of such Stock Appreciation Right relating to such a Termination of Service. 
 9.5 Payment. Amounts payable by the
Company with respect to Stock Appreciation Rights pursuant to this Article 9 shall be paid in cash, Shares (based on Fair Market Value as of the date the Stock Appreciation Right is exercised), or a combination of Shares or cash, as determined by
the Administrator. 
 ARTICLE 10. 
 ADDITIONAL TERMS OF AWARDS 
 10.1 Payment. The Administrator shall
determine the methods by which payments by any Holder with respect to any Awards granted under the Plan shall be made, including, without limitation: (a) cash or check, (b) Shares issuable pursuant to the exercise of the Award or Shares
held for such period of time as may be required by the Administrator in order to avoid adverse accounting consequences, in each case, having a Fair Market Value on the date of delivery equal to the aggregate payments required, (c) following the
Public Trading Date, delivery of a written or electronic notice that the Holder has placed a market sell order with a broker with respect to Shares then issuable upon exercise or vesting of an Award, and that the broker has been directed to pay a
sufficient portion of the net proceeds of the sale to the Company in satisfaction of the aggregate payments required; provided, that payment of such proceeds is then made to the Company upon settlement of such sale, or (d) other
form of legal consideration acceptable to the Administrator. The Administrator shall also determine the methods by which Shares shall be delivered or deemed to be delivered to Holders. Notwithstanding any other provision of the Plan to the contrary,
no Holder who is a Director or an “executive officer” of the Company within the meaning of Section 13(k) of the Exchange Act shall be permitted to make payment with respect to any Awards granted under the Plan, or continue any
extension of credit with respect to such payment with a loan from the Company or a loan arranged by the Company in violation of Section 13(k) of the Exchange Act. 
 10.2 Tax Withholding. The Company or any of its Affiliates shall have the authority and the right to deduct or withhold from any Award or any other compensation then payable by the Company or any
of its employing Affiliates, or require a Holder to remit to the Company, an amount sufficient to satisfy federal, state, local and foreign taxes (including the Holder’s FICA or employment tax obligation) required by law to be withheld with
respect to any taxable event concerning a Holder arising as a result of the Plan. The Holder may elect to have the Company withhold Shares otherwise issuable under an Award (or to surrender Shares). The number of Shares which may be so withheld or
surrendered shall be limited to the number of shares which have a Fair Market Value on the date of withholding or repurchase equal to the 

  
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aggregate amount of such liabilities based on the minimum statutory withholding rates for federal, state, local and foreign income tax and payroll tax purposes that are applicable to such
supplemental taxable income. Following the Public Trading Date, the Administrator shall determine the fair market value of the Shares, consistent with applicable provisions of the Code, for tax withholding obligations due in connection with a
broker-assisted cashless Option or Stock Appreciation Right exercise involving the sale of Shares to pay the exercise price or any tax withholding obligation. 
 10.3 Transferability of Awards. 
 (a) Except as otherwise provided in
Section 10.3(b): 
 (i) No Award under the Plan may be sold, pledged, assigned or transferred in any manner other than by
will or the laws of descent and distribution or, subject to the consent of the Administrator, pursuant to a DRO, unless and until such Award has been exercised, and the Shares underlying such Award have been issued, and all restrictions applicable
to such shares have lapsed; 
 (ii) No Award or interest or right therein shall be available to pay, perform, satisfy or
discharge the debts, contracts or engagements of the Holder or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, hypothecation, encumbrance, assignment or any other means whether such
disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no
effect, except to the extent that such disposition is permitted by the preceding sentence; and 
 (iii) During the lifetime of
the Holder, only the Holder may exercise an Award (or any portion thereof) granted to him or her under the Plan, unless it has been disposed of pursuant to a DRO; after the death of the Holder, any exercisable portion of an Award may, prior to the
time when such portion becomes unexercisable under the Plan or the applicable Program or Award Agreement, be exercised by his personal representative or by any Person empowered to do so under the deceased Holder’s will or under the then
applicable laws of descent and distribution. 
 (b) Notwithstanding Section 10.3(a), the Administrator, in its sole
discretion, may determine to permit a Holder to transfer an Award, other than an Incentive Stock Option, to any one or more Permitted Transferees, subject to the following terms and conditions: (i) an Award transferred to a Permitted Transferee
shall not be assignable or transferable by the Permitted Transferee other than by will or the laws of descent and distribution; (ii) an Award transferred to a Permitted Transferee shall continue to be subject to all the terms and conditions of
the Award as applicable to the Holder (other than the ability to further transfer the Award); and (iii) the Holder and the Permitted Transferee shall execute any and all documents requested by the Administrator, including, without limitation
documents to (A) confirm the status of the transferee as a Permitted Transferee, (B) satisfy any requirements for an exemption for the transfer under applicable federal, state and foreign securities laws, and (C) evidence the
transfer. 

  
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 (c) Notwithstanding Section 10.3(a), and subject to applicable laws regarding descent
and distribution, a Holder may, in the manner determined by the Administrator, designate a beneficiary to exercise the rights of the Holder and to receive any distribution with respect to any Award upon the Holder’s death. A beneficiary, legal
guardian, legal representative, or other Person claiming any rights pursuant to the Plan is subject to all terms and conditions of the Plan and any Program or Award Agreement applicable to the Holder, except to the extent the Plan, the Program and
the Award Agreement otherwise provide, and to any additional restrictions deemed necessary or appropriate by the Administrator. If the Holder is married and resides in a community property jurisdiction, a designation of a Person other than the
Holder’s spouse as his or her beneficiary with respect to more than 50% of the Holder’s interest in the Award shall not be effective without the prior written or electronic consent of the Holder’s spouse. If no beneficiary has been
designated or survives the Holder, payment shall be made to the Person entitled thereto pursuant to the Holder’s will or the laws of descent and distribution. Subject to the foregoing, a beneficiary designation may be changed or revoked by a
Holder at any time provided the change or revocation is filed with the Administrator prior to the Holder’s death. 
 10.4
Conditions to Issuance of Shares. 
 (a) Notwithstanding anything herein to the contrary, the Company shall not be
required to issue or deliver any certificates or make any book entries evidencing Shares pursuant to the exercise of any Award, unless and until the Board or the Committee has determined, with advice of counsel, that the issuance of such shares is
in compliance with all applicable laws, regulations of governmental authorities and, if applicable, the requirements of any exchange, national market or automated quotation system on which the Shares are listed, traded or quoted, and the Shares are
covered by an effective registration statement or applicable exemption from registration. In addition to the terms and conditions provided herein, the Administrator may require that a Holder make such reasonable covenants, agreements, and
representations as the Administrator, in its discretion, deems advisable in order to comply with any such laws, regulations, or requirements. 
 (b) All Share certificates delivered pursuant to the Plan and all Shares issued pursuant to book entry procedures are subject to any stop-transfer orders and other restrictions as the Administrator deems
necessary or advisable to comply with federal, state, or foreign securities or other laws, rules and regulations and the rules of any securities exchange, national market system or automated quotation system on which the Shares are listed, traded or
quoted. The Administrator may place legends on any Share certificate or book entry to reference restrictions applicable to the Shares. 
 (c) The Administrator shall have the right to require any Holder to comply with any timing or other restrictions with respect to the settlement, distribution or exercise of any Award as may be imposed in
the sole discretion of the Administrator for compliance with applicable laws and regulations. 
 (d) Unless otherwise
specifically permitted under any Program or Award Agreement, no fractional Shares shall be issued and the Administrator shall determine, in its sole discretion, whether cash shall be given in lieu of fractional Shares or whether such fractional
Shares shall be eliminated by rounding down. 

  
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 (e) Notwithstanding any other provision of the Plan, unless otherwise determined by the
Administrator or required by any applicable law, rule or regulation, the Company shall not deliver to any Holder certificates evidencing Shares issued in connection with any Award, and instead such Shares shall be recorded in the books of the
Company (or, as applicable, its transfer agent or stock plan administrator). 
 10.5 Forfeiture Provisions. Pursuant to
its general authority to determine the terms and conditions applicable to Awards under the Plan, the Administrator shall have the right to provide, in the terms of any Program or Award Agreement, or to require a Holder to agree by separate written
or electronic instrument, that: (a)(i) any proceeds, gains or other economic benefit actually or constructively received by the Holder upon any receipt or exercise of the Award, or upon the receipt or resale of any Shares underlying the Award, must
be paid to the Company, and (ii) the Award shall terminate and any unexercised portion of the Award (whether or not vested) shall be forfeited, if (b)(i) a Termination of Service occurs prior to a specified date, or (ii) the Holder has a
Termination of Service for “cause” (as such term is defined in the sole discretion of the Administrator, or as set forth in a written agreement relating to such Award between the Company and the Holder). 

ARTICLE 11. 
 ADMINISTRATION 
 11.1 Administrator. The Committee (or another
committee or a subcommittee of the Board assuming the functions of the Committee under the Plan) shall administer the Plan (except as otherwise permitted herein) and, unless otherwise determined by the Board, following the Public Trading Date, the
Committee shall consist solely of two or more Directors, appointed by and holding office at the pleasure of the Board, each of whom is intended to qualify as both a “non-employee director” as defined by Rule 16b-3 of the Exchange Act or
any successor rule, an “outside director” for purposes of Section 162(m) of the Code and an “independent director” under the rules of any securities exchange, national market system or automated quotation system on which the
Shares are listed, traded or quoted; provided, that any action taken by the Committee shall be valid and effective, whether or not members of the Committee at the time of such action are later determined not to have satisfied the
requirements for membership set forth in this Section 11.l or otherwise provided in any charter of the Committee. Except as may otherwise be provided in any charter of the Committee, appointment of Committee members shall be effective upon
acceptance of appointment. Committee members may resign at any time by delivering written or electronic notice to the Board. Vacancies in the Committee may only be filled by the Board. Notwithstanding the foregoing, the Board or Committee may
delegate its authority hereunder to the extent permitted by Section 11.6. 
 11.2 Duties and Powers of Committee. It
shall be the duty of the Committee to conduct the general administration of the Plan in accordance with its provisions. The Committee shall have the power to interpret the Plan, each Program and each Award


  
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Agreement, and to adopt such rules for the administration, interpretation and application of the Plan as are not inconsistent therewith, to interpret, amend or revoke any such rules and to amend
any Program or Award Agreement provided that the rights or obligations of the Holder of the Award that is the subject of any such Program or Award Agreement are not affected adversely by such amendment, unless the consent of the Holder is obtained
or such amendment is otherwise permitted under Section 12.1. Any such grant or award under the Plan need not be the same with respect to each Holder. Any such interpretations and rules with respect to Incentive Stock Options shall be consistent
with the provisions of Section 422 of the Code. In its sole discretion, the Board may at any time and from time to time exercise any and all rights and duties of the Committee under the Plan except with respect to matters which under Rule 16b-3
under the Exchange Act or any successor rule, or following the Public Trading Date, Section 162(m) of the Code, or any regulations or rules issued thereunder, or the rules of any securities exchange, national market system or automated
quotation system on which the Shares are listed, traded or quoted are required to be determined in the sole discretion of the Committee. 
 11.3 Action by the Committee. Each member of the Committee is entitled to, in good faith, rely or act upon any report or other information furnished to that member by any officer or other employee
of the Company or any of its Affiliates, the Company’s independent certified public accountants, or any executive compensation consultant or other professional retained by the Company to assist in the administration of the Plan. 

11.4 Authority of Administrator. Subject to any specific designation in the Plan, the Administrator has the exclusive power,
authority and sole discretion to: 
 (a) Designate Employees, Consultants and Independent Directors to receive Awards;

 (b) Determine the type or types of Awards to be granted to each Service Provider; 

(c) Determine the number of Awards to be granted and the number of Shares to which an Award will relate; 

(d) Determine the terms and conditions of any Award granted pursuant to the Plan, including, but not limited to, the exercise price,
grant price, or purchase price, any performance criteria, any reload provision, any restrictions or limitations on the Award, any schedule for vesting, lapse of forfeiture restrictions or restrictions on the exercisability of an Award, and
accelerations or waivers thereof, and any provisions related to non-competition and recapture of gain on an Award, based in each case on such considerations as the Administrator in its sole discretion determines; 

(e) Determine whether, to what extent, and pursuant to what circumstances an Award may be settled in, or the exercise price of an Award
may be paid in cash, Shares, other Awards, or other property, or an Award may be canceled, forfeited, or surrendered; 

  
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 (f) Prescribe the form of each Award Agreement, which need not be identical for each Holder;

 (g) Decide all other matters that must be determined in connection with an Award; 

(h) Establish, adopt, or revise any rules and regulations as it may deem necessary or advisable to administer the Plan; 

(i) Interpret the terms of, and any matter arising pursuant to, the Plan, any Program or any Award Agreement; and 

(j) Make all other decisions and determinations that may be required pursuant to the Plan or as the Administrator deems necessary or
advisable to administer the Plan. 
 11.5 Decisions Binding. The Administrator’s interpretation of the Plan, any
Awards granted pursuant to the Plan, any Program, any Award Agreement and all decisions and determinations by the Administrator with respect to the Plan are final, binding, and conclusive on all parties. 

11.6 Delegation of Authority. To the extent permitted by applicable law or the rules of any securities exchange or automated
quotation system on which the Shares are listed, quoted or traded, the Board or Committee may from time to time delegate to a committee of one or more members of the Board or one or more officers of the Company the authority to grant or amend Awards
or to take other administrative actions pursuant to Article 11; provided, however, that in no event shall an officer of the Company be delegated the authority to grant awards to, or amend awards held by, the following individuals:
(a) individuals who are subject to Section 16 of the Exchange Act, or (b) officers of the Company (or Directors) to whom authority to grant or amend Awards has been delegated hereunder; provided further, that any
delegation of administrative authority shall only be permitted to the extent it is permissible under applicable securities laws or the rules of any securities exchange or automated quotation system on which the Shares are listed, quoted or traded.
Any delegation hereunder shall be subject to the restrictions and limits that the Board or Committee specifies at the time of such delegation, and the Board may at any time rescind the authority so delegated or appoint a new delegatee. At all times,
the delegatee appointed under this Section 11.6 shall serve in such capacity at the pleasure of the Board and the Committee. 
 ARTICLE 12. 
 MISCELLANEOUS PROVISIONS 

12.1 Amendment, Suspension or Termination of the Plan. Except as otherwise provided in this Section 12.1, the Plan may be
wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Board or the Committee. However, without approval of the Company’s stockholders given within twelve (12) months before or
after the action by the Administrator, no action of the Administrator may, (a) except as provided in Section 12.2, increase the limits imposed in Sections 3.1 and 4.1 

  
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on the maximum number of shares which may be issued under the Plan or (b) expand the individuals who may receive awards under the Plan. Except as provided in Section 12.10, no
amendment, suspension or termination of the Plan shall, without the consent of the Holder, impair any rights or obligations under any Award theretofore granted or awarded, unless the Award itself otherwise expressly so provides. No Awards may be
granted or awarded during any period of suspension or after termination of the Plan, and in no event may any Award be granted under the Plan after the tenth (10th) anniversary of the Effective Date. 
 12.2 Changes in Common Stock or Assets of the Company, Acquisition or Liquidation of the Company and Other Corporate Events. 

(a) In the event of any stock dividend, stock split, combination or exchange of shares, merger, consolidation or other distribution
(other than normal cash dividends) of Company assets to stockholders, or any other change affecting the Shares or the price of the Shares other than an Equity Restructuring, the Administrator shall make equitable adjustments, if any, to reflect such
change with respect to (i) the aggregate number and kind of Shares that may be issued under the Plan (including, but not limited to, adjustments of the limitations in Sections 3.1 and 4.1 on the maximum number and kind of Shares which may be
issued under the Plan); (ii) the number and kind of shares of Common Stock (or other securities or property) subject to outstanding Awards; (iii) the terms and conditions of any outstanding Awards (including, without limitation, any
applicable performance targets or criteria with respect thereto); and (iv) the grant or exercise price per share for any outstanding Awards under the Plan. 
 (b) In the event of a combination or exchange of shares, merger, consolidation or any unusual or nonrecurring transactions or events (including any Change in Control) affecting the Shares, the Company,
any Affiliate of the Company, or the financial statements of the Company or any of its Affiliates, or of changes in applicable laws, regulations or accounting principles, the Administrator, in its sole discretion, and on such terms and conditions as
it deems appropriate, either by the terms of the Award or by action taken prior to or in connection with the occurrence of such transaction or event, and either automatically or upon the Holder’s request, is hereby authorized to take any one or
more of the following actions whenever the Administrator determines that such action is appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan or with respect to any
Award under the Plan, to facilitate such transactions or events or to give effect to such changes in laws, regulations or principles: 
 (i) To provide for either (A) termination of any such Award in exchange for an amount of cash, if any, equal to the amount that would have been attained upon the exercise of such Award or realization
of the Holder’s rights at such time (and, for the avoidance of doubt, if as of the date of the occurrence of the transaction or event described in this Section 12.2 the Administrator determines in good faith that no amount would have been
attained upon the exercise of such Award or realization of the Holder’s rights, then such Award may be terminated by the Company without payment), or (B) the replacement of such Award with other rights or property selected by the
Administrator in its sole discretion having an aggregate value not exceeding the amount that could have been attained upon the exercise of such Award or realization of the Holder’s rights had such Award been currently exercisable or payable or
fully vested; 

  
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 (ii) To provide that such Award be assumed by the successor or survivor corporation, or a
parent or subsidiary thereof, or shall be substituted for by similar options, rights or awards covering the stock of the successor or survivor corporation, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of
shares and prices; 
 (iii) To make adjustments in the number and type of Shares (or other securities or property) subject to
outstanding Awards, and/or in the terms and conditions of (including the grant or exercise price), and the criteria included in, outstanding Awards and Awards which may be granted in the future; 

(iv) To provide that such Award shall be exercisable or payable or fully vested with respect to all shares covered thereby,
notwithstanding anything to the contrary in the Plan or the applicable Program or Award Agreement; and 
 (v) To provide that
the Award cannot vest, be exercised or become payable after such event. 
 (c) In connection with the occurrence of any Equity
Restructuring, and notwithstanding anything to the contrary in Sections 12.2(a) and 12.2(b): 
 (i) The number and type of
securities subject to each outstanding Award and the exercise price or grant price thereof, if applicable, shall be equitably adjusted; or 
 (ii) The Administrator shall make such equitable adjustments, if any, as the Administrator in its discretion may deem appropriate to reflect such Equity Restructuring with respect to the aggregate number
and kind of shares that may be issued under the Plan (including, but not limited to, adjustments of the limitations in Sections 3.1 and 4.1 on the maximum number and kind of shares which may be issued under the Plan The adjustments provided under
this Section 12.2(c) shall be nondiscretionary and shall be final and binding on the affected Holder and the Company. 

(d) Notwithstanding any other provision of the Plan, in the event of a Change in Control and in the event no action is taken in
connection therewith by the Administrator pursuant to Section 12.2(b), each outstanding Award shall be assumed or an equivalent Award substituted by the successor corporation or a parent or subsidiary of the successor corporation. In the event
an Award is assumed or an equivalent Award substituted in accordance with this Section 12.2(d), and a Holder has a Termination of Service upon or within twelve (12) months following the Change in Control, then such Holder shall be fully
vested in such assumed or substituted Award (but only if the original Award vested based on continued service and not satisfaction of any performance criteria). 
 (e) In the event an Award is required to be assumed or substituted pursuant to Section 12.2(d) and the successor corporation in the Change in Control refuses to assume or substitute for the Award,
the Administrator may cause any or all of such Awards to become fully exercisable immediately prior to the consummation of such transaction and all forfeiture restrictions on any or all of such Awards to lapse. If an Award is exercisable in lieu of
assumption or substitution in the event of a Change in Control pursuant to this Section 12.2(e), 

  
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the Administrator shall notify the Holder that the Award shall be fully exercisable for a period of fifteen (15) days from the date of such notice, contingent upon the occurrence of the
Change in Control, and the Award shall terminate upon the expiration of such period. 
 (f) For the purposes of this
Section 12.2, an Award shall be considered assumed if, following the Change in Control, the Award confers the right to purchase or receive, for each share of Common Stock subject to the Award immediately prior to the Change in Control, the
consideration (whether stock, cash, or other securities or property) received in the Change in Control by holders of Common Stock for each share held on the effective date of the transaction (and if holders were offered a choice of consideration,
the type of consideration chosen by the holders of a majority of the outstanding shares); provided, however, that if such consideration received in the Change in Control was not solely common stock of the successor corporation or its
parent, the Administrator may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of the Award, for each share of Common Stock subject to an Award, to be solely common stock of the successor
corporation or its parent equal in fair market value to the per share consideration received by holders of Common Stock in the Change in Control. 
 (g) The Administrator may, in its sole discretion, include such further provisions and limitations in any Award, agreement or certificate, as it may deem equitable and in the best interests of the Company
that are not inconsistent with the provisions of the Plan. 
 (h) No such adjustment or action shall be authorized to the extent
such adjustment or action would result in short-swing profits liability under Section 16 of the Exchange Act or violate the exemptive conditions of Rule 16b-3 of the Exchange Act unless the Administrator determines that the Award is not to
comply with such exemptive conditions. 
 (i) The existence of the Plan, the Program, the Award Agreement and the Awards granted
hereunder shall not affect or restrict in any way the right or power of the Company or the stockholders of the Company to make or authorize any adjustment, recapitalization, reorganization or other change in the Company’s capital structure or
its business, any merger or consolidation of the Company, any issue of stock or options, warrants or rights to purchase stock or bonds, debentures, preferred or prior preference stocks whose rights are superior to or affect the Common Stock or the
rights thereof, or which are convertible into or exchangeable for Common Stock, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether
of a similar character or otherwise. 
 (j) No action shall be taken under this Section 12.2 which shall cause an Award to
fail to comply with Section 409A of the Code or the Treasury Regulations thereunder, to the extent applicable to such Award. 
 (k) In the event of any pending stock dividend, stock split, combination or exchange of shares, merger, consolidation or other distribution (other than normal cash dividends) of Company assets to
stockholders, or any other change affecting the Shares or the share price of Shares including any Equity Restructuring, for reasons of administrative convenience, the Company in its sole discretion may refuse to permit the exercise of any Award
during a period of ten (10) business days prior to the consummation of any such transaction. 

  
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 12.3 Approval of Plan by Stockholders. The Plan will be submitted for the approval of
the Company’s stockholders within twelve (12) months after the date of the Board’s initial adoption of the Plan. Awards may be granted or awarded prior to such stockholder approval, provided that such Awards shall not be
exercisable, shall not vest and the restrictions thereon shall not lapse and no shares of Common Stock shall be issued pursuant thereto prior to the time when the Plan is approved by the stockholders, and provided further that if such
approval has not been obtained at the end of said twelve (12) month period, all Awards previously granted or awarded under the Plan shall thereupon be canceled and become null and void. 

12.4 No Stockholders Rights. A Holder shall have none of the rights of a stockholder with respect to Shares covered by any Award
until the Holder becomes the record owner of such Shares. 
 12.5 Paperless Administration. In the event that the Company
establishes, for itself or using the services of a third party, an automated system for the documentation, granting or exercise of Awards, such as a system using an internet website or interactive voice response, then the paperless documentation,
granting or exercise of Awards by a Holder may be permitted through the use of such an automated system. 
 12.6 Effect of
Plan upon Other Compensation Plans. The adoption of the Plan shall not affect any other compensation or incentive plans in effect for the Company or any of its Affiliates. Nothing in the Plan shall be construed to limit the right of the Company
or any of its Affiliates: (a) to establish any other forms of incentives or compensation for Service Providers, or (b) to grant or assume options or other rights or awards otherwise than under the Plan in connection with any proper
corporate purpose including without limitation, the grant or assumption of options in connection with the acquisition by purchase, lease, merger, consolidation or otherwise, of the business, stock or assets of any Person. 

12.7 Compliance with Laws. The Plan, the granting and vesting of Awards under the Plan and the issuance and delivery of Shares and
the payment of money under the Plan or under Awards granted or awarded hereunder are subject to compliance with all applicable federal, state, local and foreign laws, rules and regulations (including but not limited to state, federal and foreign
securities law and margin requirements), the rules of any securities exchange, national market system or automated quotation system on which the Shares are listed, traded or quoted, and to such approvals by any listing, regulatory or governmental
authority as may, in the opinion of counsel for the Company, be necessary or advisable in connection therewith. Any securities delivered under the Plan shall be subject to such restrictions, and the Person acquiring such securities shall, if
requested by the Company, provide such assurances and representations to the Company as the Company may deem necessary or desirable to assure compliance with all applicable legal requirements. To the extent permitted by applicable law, the Plan and
Awards granted or awarded hereunder shall be deemed amended to the extent necessary to conform to such laws, rules and regulations. 

  
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 12.8 Titles and Headings, References to Sections of the Code or Exchange Act. The
titles and headings of the Sections in the Plan are for convenience of reference only and, in the event of any conflict, the text of the Plan, rather than such titles or headings, shall control. References to sections of the Code, the Securities Act
or the Exchange Act shall include any amendment or successor thereto. 
 12.9 Governing Law. The Plan and any agreements
hereunder shall be administered, interpreted and enforced under the internal laws of the State of Delaware without regard to conflicts of laws principles thereof. 
 12.10 Section 409A. To the extent that the Administrator determines that any Award granted under the Plan is subject to Section 409A of the Code, the Program pursuant to which such Award
is granted and the Award Agreement evidencing such Award shall incorporate the terms and conditions required by Section 409A of the Code. To the extent applicable, the Plan, the Program and any Award Agreements shall be interpreted in
accordance with Section 409A of the Code and U.S. Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective
Date. Notwithstanding any provision of the Plan to the contrary, in the event that following the Effective Date the Administrator determines that any Award may be subject to Section 409A of the Code and related U.S. Department of Treasury
guidance (including such U.S. Department of Treasury guidance as may be issued after the Effective Date), the Administrator may adopt such amendments to the Plan and the applicable Program and Award Agreement or adopt other policies and procedures
(including amendments, policies and procedures with retroactive effect), or take any other actions, that the Administrator determines are necessary or appropriate to (a) exempt the Award from Section 409A of the Code and/or preserve the
intended tax treatment of the benefits provided with respect to the Award, or (b) comply with the requirements of Section 409A of the Code and related U.S. Department of Treasury guidance and thereby avoid the application of any penalty
taxes under such Section. The Company makes no representation or warranty regarding the tax treatment of any Award granted hereunder, and by accepting any Award each Service Provider understands that tax consequences (including, without limitation,
application of Code Section 409A) may arise on account of such Award. 
 12.11 No Rights to Awards. No Service
Provider or other Person shall have any claim to be granted any Award pursuant to the Plan, and neither the Company nor the Administrator is obligated to treat Employees, Consultants, Independent Directors, Holders or any other Persons uniformly.

 12.12 Unfunded Status of Awards. The Plan is intended to be an “unfunded” plan for incentive compensation.
With respect to any payments not yet made to a Holder pursuant to an Award, nothing contained in the Plan, any Program or Award Agreement shall give the Holder any rights that are greater than those of a general creditor of the Company or any of its
Affiliates. 
 12.13 Indemnification. To the extent allowable pursuant to applicable law, each member of the Committee or
of the Board shall be indemnified and held harmless by the Company from any loss, cost, liability, or expense that may be imposed upon or reasonably 

  
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incurred by such member in connection with or resulting from any claim, action, suit, or proceeding (each, a “Claim”) to which he or she may be a party or in which he or she may be
involved by reason of any action or failure to act pursuant to the Plan and against and from any and all amounts paid by him or her in satisfaction of judgment in such action, suit, or proceeding against him or her; provided (a) such
Claim is not brought by, or on behalf of, such member in her or his capacity as a Holder and (b) he or she gives the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it
on his or her own behalf. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled pursuant to the Company’s Certificate of Incorporation or Bylaws, as a matter
of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless. 
 12.14 Relationship
to other Benefits. No payment pursuant to the Plan shall be taken into account in determining any benefits under any pension, retirement, savings, profit sharing, group insurance, welfare or other benefit plan of the Company or any of its
Affiliates except to the extent otherwise expressly provided in writing in such other plan or an agreement thereunder. 
 12.15
Expenses. The expenses of administering the Plan shall be borne by the Company and its Subsidiaries. 
 * * * * *

 I hereby certify that the foregoing Plan was first duly adopted by the Board of Directors of TransUnion Corp. on July 20, 2010 and
adopted as amended and restated on September 23, 2011. 
 * * * * * 

I hereby certify that the foregoing Plan was first approved by the stockholders of TransUnion Corp. on August 4, 2010 and approved as amended and
restated on October 6, 2011. 
 Executed on this 7th day of October, 2011. 

 

	
	                    
/S/    JOHN W. BLENKE                    
	Corporate Secretary



  
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