Exhibit
10.1

YELP INC. 

2012 EQUITY INCENTIVE
PLAN 

	ADOPTED BY THE BOARD OF DIRECTORS: JANUARY 25,
      2012
	APPROVED BY THE STOCKHOLDERS: FEBRUARY 24,
      2012
	IPO DATE/EFFECTIVE DATE: MARCH 1,
      2012
	AMENDED BY THE BOARD OF DIRECTORS: JANUARY 30,
      2013
	APPROVED BY THE STOCKHOLDERS: JUNE 5,
      2013
	AMENDED BY THE BOARD OF DIRECTORS: DECEMBER 9,
      2015
	APPROVED BY THE STOCKHOLDERS: APRIL 13,
      2016
	AMENDED BY THE BOARD OF DIRECTORS: SEPTEMBER
      22, 2016



1. GENERAL. 

(a) Successor to and Continuation of Prior Plan. The Plan is intended as the successor to and
continuation of the Yelp! 2011 Equity Incentive Plan, as amended (the
“Prior Plan”). From and after 12:01 a.m. Pacific time on the
Effective Date, no additional stock awards will be granted under the Prior Plan.
All Awards granted on or after 12:01 a.m. Pacific Time on the Effective Date
will be granted under this Plan. All stock awards granted under the Prior Plan
will remain subject to the terms of the Prior Plan.

(i) Any shares that would otherwise remain available for future grants under
the Prior Plan as of 12:01 a.m. Pacific Time on the Effective Date (the
“Prior Plan’s Available
Reserve”) will cease to be
available under the Prior Plan at such time. Instead, that number of shares of
Common Stock equal to the Prior Plan’s Available Reserve will be added to the
Share Reserve (as further described in Section 3(a) below) and be then
immediately available for grants and issuance pursuant to Stock Awards
hereunder, up to the maximum number set forth in Section 3(a) below.

(ii) In
addition, from and after 12:01 a.m. Pacific time on the Effective Date, with
respect to the aggregate number of shares subject, at such time, to outstanding
stock awards granted under either the Prior Plan or the Yelp! Inc. Amended and
Restated 2005 Equity Incentive Plan that would, but for the operation of this
sentence, subsequently return to the share reserve of the Prior Plan by
operation of Sections 1(a) and 3(a) of the Prior Plan (such shares the
“Returning
Shares”), such shares will
not return to the reserve of the Prior Plan, and instead that number of shares
of Common Stock equal to the Returning Shares will immediately be added to the
Share Reserve (as further described in Section 3(a) below) as and when the such
a share becomes a Returning Share, up to the maximum number set forth in Section
3(a) below.

(b) Eligible Award Recipients. Employees, Directors and Consultants are eligible to receive
awards.

(c) Available Awards. The Plan
provides for the grant of the following Awards: (i) Incentive Stock Options,
(ii) Nonstatutory Stock Options, (iii) Stock Appreciation Rights (iv) Restricted
Stock Awards, (v) Restricted Stock Unit Awards, (vi) Performance Stock Awards,
(vii) Performance Cash Awards, and (viii) Other Stock Awards.

(d) Purpose. This Plan,
through the granting of Awards, is intended to help the Company secure and
retain the services of eligible award recipients, provide incentives for such
persons to exert maximum efforts for the success of the Company and any
Affiliate, and provide a means by which the eligible recipients may benefit from
increases in value of the Common Stock.

2. ADMINISTRATION.

(a) Administration by Board. The Board will administer the Plan. The Board may delegate administration
of the Plan to a Committee or Committees, as provided in Section
2(c).

(b) Powers of Board. The Board
will have the power, subject to, and within the limitations of, the express
provisions of the Plan:

(i) To
determine: (A) who will be granted Awards; (B) when and how each Award will be
granted; (C) what type of Award will be granted; (D) the provisions of each
Award (which need not be identical), including when a person will be permitted
to exercise or otherwise receive cash or Common Stock under the Award; (E) the
number of shares of Common Stock subject to, or the cash value of, an Award; and
(F) the Fair Market Value applicable to a Stock Award.

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(ii) To
construe and interpret the Plan and Awards granted under it, and to establish,
amend and revoke rules and regulations for administration of the Plan and
Awards. The Board, in the exercise of these powers, may correct any defect,
omission or inconsistency in the Plan or in any Award Agreement or in the
written terms of a Performance Cash Award, in a manner and to the extent it will
deem necessary or expedient to make the Plan or Award fully
effective.

(iii) To
settle all controversies regarding the Plan and Awards granted under
it.

(iv) To
accelerate, in whole or in part, the time at which an Award may be exercised or
vest (or at which cash or shares of Common Stock may be issued).

(v) To
suspend or terminate the Plan at any time. Except as otherwise provided in the
Plan or an Award Agreement, suspension or termination of the Plan will not
materially impair a Participant’s rights under his or her then-outstanding Award
without his or her written consent.

(vi) To
amend the Plan in any respect the Board deems necessary or advisable, including,
without limitation, by adopting amendments relating to Incentive Stock Options
and certain nonqualified deferred compensation under Section 409A of the Code
and/or to bring the Plan or Awards granted under the Plan into compliance
therewith, subject to the limitations, if any, of applicable law. If required by
applicable law or listing requirements, and except as provided in Section 9(a)
relating to Capitalization Adjustments, the Company will seek stockholder
approval of any amendment of the Plan that (A) materially increases the number
of shares of Common Stock available for issuance under the Plan, (B) materially
expands the class of individuals eligible to receive Awards under the Plan, (C)
materially increases the benefits accruing to Participants under the Plan, (D)
materially reduces the price at which shares of Common Stock may be issued or
purchased under the Plan, (E) materially extends the term of the Plan, or (F)
materially expands the types of Awards available for issuance under the Plan.
Except as otherwise provided in the Plan or an Award Agreement, no amendment of
the Plan will materially impair that Participant’s rights under an outstanding
Award without his or her written consent.

(vii) To
submit any amendment to the Plan for stockholder approval, including, but not
limited to, amendments to the Plan intended to satisfy the requirements of (A)
Section 162(m) of the Code regarding the exclusion of performance-based
compensation from the limit on corporate deductibility of compensation paid to
Covered Employees, (B) Section 422 of the Code regarding “incentive stock
options” or (C) Rule 16b-3.

(viii)
To approve forms of Award Agreements for use under
the Plan and to amend the terms of any one or more outstanding Awards. Except
with respect to amendments that disqualify or impair the status of an Incentive
Stock Option or as otherwise provided in the Plan or an Award Agreement, no
amendment of an outstanding Award will materially impair that Participant’s
rights under his or her outstanding Award without his or her written consent. To
be clear, unless prohibited by applicable law, the Board may amend the terms of
an Award without the affected Participant’s consent if necessary (A) to maintain
the qualified status of the Award as an Incentive Stock Option, (B) to clarify
the manner of exemption from, or to bring the Award into compliance with,
Section 409A of the Code, or (C) to comply with other applicable
laws.

(ix) Generally, to exercise such powers and to perform such acts as the Board
deems necessary or expedient to promote the best interests of the Company and
that are not in conflict with the provisions of the Plan or Awards.

(x) To
adopt such procedures and sub-plans as are necessary or appropriate to permit
participation in the Plan by Employees, Directors or Consultants who are foreign
nationals or employed outside the United States.

(xi) To
effect, with the consent of any adversely affected Participant, (A) the
reduction of the exercise, purchase or strike price of any outstanding Stock
Award; (B) the cancellation of any outstanding Stock Award and the grant in
substitution therefor of a new (1) Option or SAR, (2) Restricted Stock Award,
(3) Restricted Stock Unit Award, (4) Other Stock Award, (5) cash award and/or
(6) award of other valuable consideration determined by the Board, in its sole
discretion, with any such substituted award (x) covering the same or a different
number of shares of Common Stock as the cancelled Stock Award and (y) granted
under the Plan or another equity or compensatory plan of the Company; or (C) any
other action that is treated as a repricing under generally accepted accounting
principles.

(c) Delegation to Committee. 

(i) General. The Board may
delegate some or all of the administration of the Plan to a Committee or
Committees. If administration of the Plan is delegated to a Committee, the
Committee will have, in connection with the administration of the Plan, the
powers theretofore possessed by the Board that have been delegated to the
Committee, including the power to delegate to a subcommittee of the Committee
any of the administrative powers the Committee is authorized to exercise (and
references in this Plan to the Board will thereafter be to the Committee or
subcommittee). Any delegation of administrative powers will be reflected in
resolutions, not inconsistent with the provisions of the Plan, adopted from time
to time by the Board or Committee (as applicable). The Board may retain the
authority to concurrently administer the Plan with the Committee and may, at any
time, revest in the Board some or all of the powers previously
delegated.

2. 







(ii) Section 162(m) and Rule 16b-3 Compliance. The Committee may consist solely of two or more
Outside Directors, in accordance with Section 162(m) of the Code, or solely of
two or more Non-Employee Directors, in accordance with Rule 16b-3.

(d) Delegation to an Officer.
The Board may delegate to one (1) or more Officers the authority to do one or
both of the following (i) designate Employees who are not Officers to be
recipients of Options and SARs (and, to the extent permitted by applicable law,
other Stock Awards) and, to the extent permitted by applicable law, the terms of
such rights and options, and (ii) determine the number of shares of Common Stock
to be subject to such Stock Awards granted to such Employees; provided, however, that the Board resolutions regarding such
delegation will specify the total number of shares of Common Stock that may be
subject to the Stock Awards granted by such Officer and that such Officer may
not grant a Stock Award to himself or herself. Any such Stock Awards will be
granted on the form of Stock Award Agreement most recently approved for use by
the Committee or the Board, unless otherwise provided in the resolutions
approving the delegation authority. The Board may not delegate authority to an
Officer who is acting solely in the capacity of an Officer (and not also as a
Director) to determine the Fair Market Value pursuant to Section 13(x)(iii)
below.

(e) Effect of Board’s Decision. All determinations, interpretations and constructions made by the Board
in good faith will not be subject to review by any person and will be final,
binding and conclusive on all persons.

3. SHARES SUBJECT TO THE PLAN.

(a) Share Reserve. Subject to
Section 9(a) relating to Capitalization Adjustments, and the following sentence
regarding the annual increase, the aggregate number of shares of Common Stock
that may be issued pursuant to Stock Awards will not exceed 28,590,061 (the
“Share
Reserve”), which number is
the sum of (i) the 3,575,500 shares that were initially reserved for issuance
and approved by stockholders on February 24, 2012; (ii) the 2,540,210 shares
subject to the January 1, 2013 annual increase; (iii) the 2,000,000 shares that
were approved by stockholders on June 5, 2013, the date of the Company’s 2013
Annual Meeting of Stockholders; (iv) the 2,834,979 shares subject to the January
1, 2014 annual increase; (v) the 1,458,411 shares subject to the January 1, 2015
annual increase; (vi) the 3,039,312 shares subject to the January 1, 2016 annual
increase; (vii) the 3,000,000 shares that were approved by stockholders on April
13, 2016, the date of the Company’s 2016 Annual Meeting of Stockholders; (viii)
the 146,739 shares subject to the Prior Plan’s Available Reserve; and (ix) the
number of shares that are Returning Shares, as such shares become available from
time to time, in an amount not to exceed 9,994,910 shares. In addition, the
Share Reserve will automatically increase on January 1st of each
year, for a period of not more than six years, commencing on January 1, 2017 and
ending on (and including) January 1, 2022, in an amount equal to 7.0% of the
total number of shares of Capital Stock outstanding on December 31st of the
preceding calendar year. Notwithstanding the foregoing, the Board may act prior
to January 1st of a given year to provide that there will be no
January 1st increase in
the Share Reserve for such year or that the increase in the Share Reserve for
such year will be a lesser number of shares of Common Stock than would otherwise
occur pursuant to the preceding sentence. For clarity, the Share Reserve in this
Section 3(a) is a limitation on the number of shares of Common Stock that may be
issued pursuant to the Plan. Accordingly, this Section 3(a) does not limit the
granting of Stock Awards except as provided in Section 7(a). Shares may be
issued in connection with a merger or acquisition as permitted by NASDAQ Listing
Rule 5635(c) or, if applicable, NYSE Listed Company Manual Section 303A.08, AMEX
Company Guide Section 711 or other applicable rule, and such issuance will not
reduce the number of shares available for issuance under the Plan.

(b) Reversion of Shares to the Share Reserve. If a Stock Award or any portion thereof (i)
expires or otherwise terminates without all of the shares covered by such Stock
Award having been issued or (ii) is settled in cash (i.e., the Participant receives cash rather than stock), such expiration,
termination or settlement will not reduce (or otherwise offset) the number of
shares of Common Stock that may be available for issuance under the Plan. If any
shares of Common Stock issued pursuant to a Stock Award are forfeited back to or
repurchased by the Company because of the failure to meet a contingency or
condition required to vest such shares in the Participant, then the shares that
are forfeited or repurchased will revert to and again become available for
issuance under the Plan. Any shares reacquired by the Company in satisfaction of
tax withholding obligations on a Stock Award or as consideration for the
exercise or purchase price of a Stock Award will again become available for
issuance under the Plan.

(c) Incentive Stock Option Limit. Subject to the provisions of Section 9(a) relating to Capitalization
Adjustments, the aggregate maximum number of shares of Common Stock that may be
issued pursuant to the exercise of Incentive Stock Options will be 27,500,000
shares of Common Stock.

3. 







(d) Section 162(m) Limitations. Subject to the provisions of Section 9(a) relating to Capitalization
Adjustments, at such time as the Company may be subject to the applicable
provisions of Section 162(m) of the Code: (i) a maximum of 2,000,000 shares of
Common Stock subject to Options, SARs and Other Stock Awards whose value is
determined by reference to an increase over an exercise or strike price of at
least 100% of the Fair Market Value on the date the Stock Award is granted may
be granted to any one Participant during any one calendar year, (ii) a maximum
of 2,000,000 shares of Common Stock subject to Performance Stock Awards may be
granted to any one Participant during any one calendar year (whether the grant,
vesting or exercise is contingent upon the attainment during the Performance
Period of the Performance Goals) and (iii) a maximum of $2,000,000 may be
granted as a Performance Cash Award to any one Participant during any one
calendar year.

(e) Source of Shares. The
stock issuable under the Plan will be shares of authorized but unissued or
reacquired Common Stock, including shares repurchased by the Company on the open
market or otherwise.

4. ELIGIBILITY.

(a) Eligibility for Specific Stock Awards. Incentive Stock Options may be granted only to
employees of the Company or a “parent corporation” or “subsidiary corporation”
thereof (as such terms are defined in Sections 424(e) and 424(f) of the Code).
Stock Awards other than Incentive Stock Options may be granted to Employees,
Directors and Consultants; provided, however, that
Stock Awards may not be granted to Employees, Directors and Consultants who are
providing Continuous Service only to any “parent” of the Company, as such term
is defined in Rule 405 of the Securities Act, unless (i) the stock underlying
such Stock Awards is treated as “service recipient stock” under Section 409A of
the Code (for example, because the Stock Awards are granted pursuant to a
corporate transaction such as a spin off transaction), (ii) the Company, in
connection with its legal counsel, has determined that such Stock Awards are
otherwise exempt from Section 409A of the Code, or (iii) the Company, in
connection with its legal counsel, has determined that such Stock Awards comply
with the distribution requirements of Section 409A of the Code.

(b) Ten Percent Stockholders. A Ten Percent Stockholder will not be granted an Incentive Stock Option
unless the exercise price of such Option is at least 110% of the Fair Market
Value on the date of grant and the Option is not exercisable after the
expiration of five years from the date of grant.

5. PROVISIONS RELATING TO OPTIONS AND STOCK APPRECIATION
RIGHTS.

Each Option or SAR will be
in such form and will contain such terms and conditions as the Board deems
appropriate. All Options will be separately designated Incentive Stock Options
or Nonstatutory Stock Options at the time of grant, and, if certificates are
issued, a separate certificate or certificates will be issued for shares of
Common Stock purchased on exercise of each type of Option. If an Option is not
specifically designated as an Incentive Stock Option, or if an Option is
designated as an Incentive Stock Option but some portion or all of the Option
fails to qualify as an Incentive Stock Option under the applicable rules, then
the Option (or portion thereof) will be a Nonstatutory Stock Option. The
provisions of separate Options or SARs need not be identical; provided, however, that each Award Agreement will conform to
(through incorporation of provisions hereof by reference in the applicable Award
Agreement or otherwise) the substance of each of the following
provisions:

(a) Term. Subject to the
provisions of Section 4(b) regarding Ten Percent Stockholders, no Option or SAR
will be exercisable after the expiration of ten years from the date of its grant
or such shorter period specified in the Award Agreement.

(b) Exercise Price. Subject to
the provisions of Section 4(b) regarding Ten Percent Stockholders, the exercise
or strike price of each Option or SAR will be not less than 100% of the Fair
Market Value of the Common Stock subject to the Option or SAR on the date the
Award is granted. Notwithstanding the foregoing, an Option or SAR may be granted
with an exercise or strike price lower than 100% of the Fair Market Value of the
Common Stock subject to the Award if such Award is granted pursuant to an
assumption of or substitution for another option or stock appreciation right
pursuant to a Corporate Transaction and in a manner consistent with the
provisions of Section 409A and, if applicable, Section 424(a) of the Code. Each
SAR will be denominated in shares of Common Stock equivalents.

(c) Purchase Price for Options. The purchase price of Common Stock acquired pursuant to the exercise of
an Option may be paid, to the extent permitted by applicable law and as
determined by the Board in its sole discretion, by any combination of the
methods of payment set forth below. The Board will have the authority to grant
Options that do not permit all of the following methods of payment (or otherwise
restrict the ability to use certain methods) and to grant Options that require
the consent of the Company to use a particular method of payment. The permitted
methods of payment are as follows:

(i) by
cash, check, bank draft or money order payable to the Company;

4. 







(ii) pursuant to a program developed under Regulation T as promulgated by the
Federal Reserve Board that, prior to the issuance of the stock subject to the
Option, results in either the receipt of cash (or check) by the Company or the
receipt of irrevocable instructions to pay the aggregate exercise price to the
Company from the sales proceeds;

(iii) by
delivery to the Company (either by actual delivery or attestation) of shares of
Common Stock;

(iv) if
an option is a Nonstatutory Stock Option, by a “net exercise” arrangement
pursuant to which the Company will reduce the number of shares of Common Stock
issuable upon exercise by the largest whole number of shares with a Fair Market
Value that does not exceed the aggregate exercise price; provided, however, that the Company will accept a cash or other
payment from the Participant to the extent of any remaining balance of the
aggregate exercise price not satisfied by such reduction in the number of whole
shares to be issued. Shares of Common Stock will no longer be subject to an
Option and will not be exercisable thereafter to the extent that (A) shares
issuable upon exercise are reduced to pay the exercise price pursuant to the
“net exercise,” (B) shares are delivered to the Participant as a result of such
exercise, and (C) shares are withheld to satisfy tax withholding obligations;
or

(v) in
any other form of legal consideration that may be acceptable to the Board and
specified in the applicable Award Agreement.

(d) Exercise and Payment of a SAR. To exercise any outstanding SAR, the Participant must provide written
notice of exercise to the Company in compliance with the provisions of the Stock
Appreciation Right Agreement evidencing such SAR. The appreciation distribution
payable on the exercise of a SAR will be not greater than an amount equal to the
excess of (A) the aggregate Fair Market Value (on the date of the exercise of
the SAR) of a number of shares of Common Stock equal to the number of Common
Stock equivalents in which the Participant is vested under such SAR, and with
respect to which the Participant is exercising the SAR on such date, over (B)
the strike price. The appreciation distribution may be paid in Common Stock, in
cash, in any combination of the two or in any other form of consideration, as
determined by the Board and contained in the Award Agreement evidencing such
SAR.

(e) Transferability of Options and SARs. The Board may, in its sole discretion, impose
such limitations on the transferability of Options and SARs as the Board will
determine. In the absence of such a determination by the Board to the contrary,
the following restrictions on the transferability of Options and SARs will
apply:

(i) Restrictions on Transfer. An Option or SAR will not be transferable except by will or by the laws
of descent and distribution (or pursuant to subsections (ii) and (iii) below),
and will be exercisable during the lifetime of the Participant only by the
Participant. The Board may permit transfer of the Option or SAR in a manner that
is not prohibited by applicable tax and securities laws. Except as explicitly
provided herein, neither an Option nor a SAR may be transferred for
consideration.

(ii) Domestic Relations Orders. Subject to the approval of the Board or a duly authorized Officer, an
Option or SAR may be transferred pursuant to the terms of a domestic relations
order or official marital settlement agreement. If an Option is an Incentive
Stock Option, such Option may be deemed to be a Nonstatutory Stock Option as a
result of such transfer.

(iii) Beneficiary Designation. Subject to the approval of the Board or a duly authorized Officer, a
Participant may, by delivering written notice to the Company, in a form approved
by the Company (or the designated broker), designate a third party who, on the
death of the Participant, will thereafter be entitled to exercise the Option or
SAR and receive the Common Stock or other consideration resulting from such
exercise. In the absence of such a designation, the executor or administrator of
the Participant’s estate will be entitled to exercise the Option or SAR and
receive the Common Stock or other consideration resulting from such exercise.
However, the Company may prohibit designation of a beneficiary at any time,
including due to any conclusion by the Company that such designation would be
inconsistent with the provisions of applicable laws.

(f) Vesting Generally. The
total number of shares of Common Stock subject to an Option or SAR may vest and
therefore become exercisable in periodic installments that may or may not be
equal. The Option or SAR may be subject to such other terms and conditions on
the time or times when it may or may not be exercised (which may be based on the
satisfaction of Performance Goals or other criteria) as the Board may deem
appropriate. The vesting provisions of individual Options or SARs may vary. The
provisions of this Section 5(f) are subject to any Option or SAR provisions
governing the minimum number of shares of Common Stock as to which an Option or
SAR may be exercised.

(g) Termination of Continuous Service. Except as otherwise provided in the applicable Award Agreement or other
agreement between the Participant and the Company, if a Participant’s Continuous
Service terminates (other than for Cause and other than upon the Participant’s
death or Disability), the Participant may exercise his or her Option or SAR (to
the extent that the Participant was entitled to exercise such Award as of the
date of termination of Continuous Service) within the period of time ending on
the earlier of (i) the date three months following the termination of the
Participant’s Continuous Service and (ii) the expiration of the term of the
Option or SAR as set forth in the Award Agreement. If, after termination of
Continuous Service, the Participant does not exercise his or her Option or SAR
within the applicable time frame, the Option or SAR will
terminate.

5. 







(h) Extension of Termination Date. If the exercise of an Option or SAR following the termination of the
Participant’s Continuous Service (other than for Cause and other than upon the
Participant’s death or Disability) would be prohibited at any time solely
because the issuance of shares of Common Stock would violate the registration
requirements under the Securities Act, then the Option or SAR will terminate on
the earlier of (i) the expiration of a total period of three months (that need
not be consecutive) after the termination of the Participant’s Continuous
Service during which the exercise of the Option or SAR would not be in violation
of such registration requirements, and (ii) the expiration of the term of the
Option or SAR as set forth in the applicable Award Agreement. In addition,
unless otherwise provided in a Participant’s Award Agreement, if the sale of any
Common Stock received on exercise of an Option or SAR following the termination
of the Participant’s Continuous Service (other than for Cause) would violate the
Company’s insider trading policy, then the Option or SAR will terminate on the
earlier of (i) the expiration of a period of months (that need not be
consecutive) equal to the applicable post-termination exercise period after the
termination of the Participant’s Continuous Service during which the sale of the
Common Stock received upon exercise of the Option or SAR would not be in
violation of the Company’s insider trading policy, or (ii) the expiration of the
term of the Option or SAR as set forth in the applicable Award
Agreement.

(i) Disability of Participant. Except as otherwise provided in the applicable Award Agreement or other
agreement between the Participant and the Company, if a Participant’s Continuous
Service terminates as a result of the Participant’s Disability, the Participant
may exercise his or her Option or SAR (to the extent that the Participant was
entitled to exercise such Option or SAR as of the date of termination of
Continuous Service), but only within such period of time ending on the earlier
of (i) the date 12 months following such termination of Continuous Service and
(ii) the expiration of the term of the Option or SAR as set forth in the Award
Agreement. If, after termination of Continuous Service, the Participant does not
exercise his or her Option or SAR within the applicable time frame, the Option
or SAR (as applicable) will terminate.

(j) Death of Participant. Except as otherwise provided in the applicable Award Agreement or other
agreement between the Participant and the Company, if (i) a Participant’s
Continuous Service terminates as a result of the Participant’s death, or (ii)
the Participant dies within the period (if any) specified in the Award Agreement
for exercisability after the termination of the Participant’s Continuous Service
for a reason other than death, then the Option or SAR may be exercised (to the
extent the Participant was entitled to exercise such Option or SAR as of the
date of death) by the Participant’s estate, by a person who acquired the right
to exercise the Option or SAR by bequest or inheritance or by a person
designated to exercise the Option or SAR upon the Participant’s death, but only
within the period ending on the earlier of (i) the date 18 months following the
date of death and (ii) the expiration of the term of such Option or SAR as set
forth in the Award Agreement. If, after the Participant’s death, the Option or
SAR is not exercised within the applicable time frame, the Option or SAR will
terminate.

(k) Termination for Cause. Except as explicitly provided otherwise in a Participant’s Award
Agreement, if a Participant’s Continuous Service is terminated for Cause, the
Option or SAR will terminate upon the date on which the event giving rise to the
termination for Cause first occurred, and the Participant will be prohibited
from exercising his or her Option or SAR from and after the date on which the
event giving rise to the termination for Cause first occurred (or, if required
by law, the date of termination of Continuous Service).

(l) Non-Exempt Employees. If
an Option or SAR is granted to an Employee who is a non-exempt employee for
purposes of the Fair Labor Standards Act of 1938, as amended, the Option or SAR
will not be first exercisable for any shares of Common Stock until at least six
(6) months following the date of grant of the Option or SAR (although the Award
may vest prior to such date). Consistent with the provisions of the Worker
Economic Opportunity Act, (i) if such non-exempt Employee dies or suffers a
Disability, (ii) upon a Corporate Transaction in which such Option or SAR is not
assumed, continued, or substituted, (iii) upon a Change in Control, or (iv) upon
the Participant’s retirement (as such term may be defined in the Participant’s
Award Agreement in another agreement between the Participant and the Company,
or, if no such definition, in accordance with the Company's then current
employment policies and guidelines), the vested portion of any Options and SARs
may be exercised earlier than six months following the date of grant. The
foregoing provision is intended to operate so that any income derived by a
non-exempt employee in connection with the exercise or vesting of an Option or
SAR will be exempt from his or her regular rate of pay. To the extent permitted
and/or required for compliance with the Worker Economic Opportunity Act to
ensure that any income derived by a non-exempt employee in connection with the
exercise, vesting or issuance of any shares under any other Stock Award will be
exempt from the employee’s regular rate of pay, the provisions of this Section
5(l) will apply to all Stock Awards and are hereby incorporated by reference
into such Stock Award Agreements.

6. 







6. PROVISIONS OF STOCK AWARDS OTHER THAN OPTIONS AND SARS.

(a) Restricted Stock Awards. Each Restricted Stock Award Agreement will be in such form and will
contain such terms and conditions as the Board will deem appropriate. To the
extent consistent with the Company’s bylaws, at the Board’s election, shares of
Common Stock may be (x) held in book entry form subject to the Company’s
instructions until any restrictions relating to the Restricted Stock Award
lapse; or (y) evidenced by a certificate, which certificate will be held in such
form and manner as determined by the Board. The terms and conditions of
Restricted Stock Award Agreements may change from time to time, and the terms
and conditions of separate Restricted Stock Award Agreements need not be
identical. Each Restricted Stock Award Agreement will conform to (through
incorporation of the provisions hereof by reference in the agreement or
otherwise) the substance of each of the following provisions:

(i) Consideration. A
Restricted Stock Award may be awarded in consideration for (A) cash, check, bank
draft or money order payable to the Company, (B) past services to the Company or
an Affiliate, or (C) any other form of legal consideration (including future
services) that may be acceptable to the Board, in its sole discretion, and
permissible under applicable law.

(ii) Vesting. Shares of Common
Stock awarded under the Restricted Stock Award Agreement may be subject to
forfeiture to the Company in accordance with a vesting schedule to be determined
by the Board.

(iii) Termination of Participant’s Continuous Service. If a Participant’s Continuous Service terminates,
the Company may receive through a forfeiture condition or a repurchase right any
or all of the shares of Common Stock held by the Participant that have not
vested as of the date of termination of Continuous Service under the terms of
the Restricted Stock Award Agreement.

(iv) Transferability. Rights to
acquire shares of Common Stock under the Restricted Stock Award Agreement will
be transferable by the Participant only upon such terms and conditions as are
set forth in the Restricted Stock Award Agreement, as the Board will determine
in its sole discretion, so long as Common Stock awarded under the Restricted
Stock Award Agreement remains subject to the terms of the Restricted Stock Award
Agreement.

(v) Dividends. A Restricted
Stock Award Agreement may provide that any dividends paid on Restricted Stock
will be subject to the same vesting and forfeiture restrictions as apply to the
shares subject to the Restricted Stock Award to which they relate.

(b) Restricted Stock Unit Awards. Each Restricted Stock Unit Award Agreement will be in such form and will
contain such terms and conditions as the Board will deem appropriate. The terms
and conditions of Restricted Stock Unit Award Agreements may change from time to
time, and the terms and conditions of separate Restricted Stock Unit Award
Agreements need not be identical. Each Restricted Stock Unit Award Agreement
will conform to (through incorporation of the provisions hereof by reference in
the Agreement or otherwise) the substance of each of the following
provisions:

(i) Consideration. At the time
of grant of a Restricted Stock Unit Award, the Board will determine the
consideration, if any, to be paid by the Participant upon delivery of each share
of Common Stock subject to the Restricted Stock Unit Award. The consideration to
be paid (if any) by the Participant for each share of Common Stock subject to a
Restricted Stock Unit Award may be paid in any form of legal consideration that
may be acceptable to the Board, in its sole discretion, and permissible under
applicable law.

(ii) Vesting. At the time of
the grant of a Restricted Stock Unit Award, the Board may impose such
restrictions on or conditions to the vesting of the Restricted Stock Unit Award
as it, in its sole discretion, deems appropriate.

(iii) Payment. A Restricted
Stock Unit Award may be settled by the delivery of shares of Common Stock, their
cash equivalent, any combination thereof or in any other form of consideration,
as determined by the Board and contained in the Restricted Stock Unit Award
Agreement.

(iv) Additional Restrictions. At the time of the grant of a Restricted Stock Unit Award, the Board, as
it deems appropriate, may impose such restrictions or conditions that delay the
delivery of the shares of Common Stock (or their cash equivalent) subject to a
Restricted Stock Unit Award to a time after the vesting of such Restricted Stock
Unit Award.

(v) Dividend Equivalents. Dividend equivalents may be credited in respect of shares of Common Stock
covered by a Restricted Stock Unit Award, as determined by the Board and
contained in the Restricted Stock Unit Award Agreement. At the sole discretion
of the Board, such dividend equivalents may be converted into additional shares
of Common Stock covered by the Restricted Stock Unit Award in such manner as
determined by the Board. Any additional shares covered by the Restricted Stock
Unit Award credited by reason of such dividend equivalents will be subject to
all of the same terms and conditions of the underlying Restricted Stock Unit
Award Agreement to which they relate.

7. 







(vi) Termination of Participant’s Continuous Service. Except as otherwise provided in the applicable
Restricted Stock Unit Award Agreement, such portion of the Restricted Stock Unit
Award that has not vested will be forfeited upon the Participant’s termination
of Continuous Service.

(c) Performance Awards.

(i) Performance Stock Awards.
A Performance Stock Award is a Stock Award (covering a number of shares not in
excess of that set forth in Section 3(d) above) that is payable (including that
may be granted, vest or exercised) contingent upon the attainment during a
Performance Period of certain Performance Goals. A Performance Stock Award may,
but need not, require the completion of a specified period of Continuous
Service. The length of any Performance Period, the Performance Goals to be
achieved during the Performance Period, and the measure of whether and to what
degree such Performance Goals have been attained will be conclusively determined
by the Committee (or, if not required for compliance with Section 162(m) of the
Code, the Board), in its sole discretion. In addition, to the extent permitted
by applicable law and the applicable Award Agreement, the Board may determine
that cash may be used in payment of Performance Stock Awards.

(ii) Performance Cash Awards. A
Performance Cash Award is a cash award (for a dollar value not in excess of that
set forth in Section 3(d) above) that is payable contingent upon the attainment
during a Performance Period of certain Performance Goals. A Performance Cash
Award may also require the completion of a specified period of Continuous
Service. At the time of grant of a Performance Cash Award, the length of any
Performance Period, the Performance Goals to be achieved during the Performance
Period, and the measure of whether and to what degree such Performance Goals
have been attained will be conclusively determined by the Committee (or, if not
required for compliance with Section 162(m) of the Code, the Board), in its sole
discretion. The Board may specify the form of payment of Performance Cash
Awards, which may be cash or other property, or may provide for a Participant to
have the option for his or her Performance Cash Award, or such portion thereof
as the Board may specify, to be paid in whole or in part in cash or other
property.

(iii) Section 162(m) Compliance.
Unless otherwise permitted in compliance with the requirements of Section 162(m)
of the Code with respect to an Award intended to qualify as “performance-based
compensation” thereunder, the Committee will establish the Performance Goals
applicable to, and the formula for calculating the amount payable under, the
Award no later than the earlier of (a) the date 90 days after the commencement
of the applicable Performance Period, and (b) the date on which 25% of the
Performance Period has elapsed, and in any event at a time when the achievement
of the applicable Performance Goals remains substantially uncertain. Prior to
the payment of any compensation under an Award intended to qualify as
“performance-based compensation” under Section 162(m) of the Code, the Committee
will certify the extent to which any Performance Goals and any other material
terms under such Award have been satisfied (other than in cases where such
relate solely to the increase in the value of the Common Stock). Notwithstanding
satisfaction of any completion of any Performance Goals, the number of shares of
Common Stock, Options, cash or other benefits granted, issued, retainable and/or
vested under an Award on account of satisfaction of such Performance Goals may
be reduced by the Committee on the basis of such further considerations as the
Committee, in its sole discretion, will determine.

(d) Other Stock Awards. Other
forms of Stock Awards valued in whole or in part by reference to, or otherwise
based on, Common Stock, including the appreciation in value thereof (e.g.,
options or stock rights with an exercise price or strike price less than 100% of
the Fair Market Value of the Common Stock at the time of grant) may be granted
either alone or in addition to Stock Awards provided for under Section 5 and the
preceding provisions of this Section 6. Subject to the provisions of the Plan,
the Board will have sole and complete authority to determine the persons to whom
and the time or times at which such Other Stock Awards will be granted, the
number of shares of Common Stock (or the cash equivalent thereof) to be granted
pursuant to such Other Stock Awards and all other terms and conditions of such
Other Stock Awards.

7. COVENANTS OF THE COMPANY.

(a) Availability of Shares. The Company will keep available at all times the number of shares of
Common Stock reasonably required to satisfy then-outstanding Awards.

(b) Securities Law Compliance.
The Company will seek to obtain from each regulatory commission or agency having
jurisdiction over the Plan such authority as may be required to grant Stock
Awards and to issue and sell shares of Common Stock upon exercise of the Stock
Awards; provided,
however, that this undertaking
will not require the Company to register under the Securities Act the Plan, any
Stock Award or any Common Stock issued or issuable pursuant to any such Stock
Award. If, after reasonable efforts and at a reasonable cost, the Company is
unable to obtain from any such regulatory commission or agency the authority
that counsel for the Company deems necessary for the lawful issuance and sale of
Common Stock under the Plan, the Company will be relieved from any liability for
failure to issue and sell Common Stock upon exercise of such Stock Awards unless
and until such authority is obtained. A Participant will not be eligible for the
grant of an Award or the subsequent issuance of cash or Common Stock pursuant to
the Award if such grant or issuance would be in violation of any applicable
securities law.

8. 







(c) No Obligation to Notify or Minimize Taxes. The Company will have no duty or obligation to any
Participant to advise such holder as to the time or manner of exercising such
Stock Award. Furthermore, the Company will have no duty or obligation to warn or
otherwise advise such holder of a pending termination or expiration of an Award
or a possible period in which the Award may not be exercised. The Company has no
duty or obligation to minimize the tax consequences of an Award to the holder of
such Award.

8. MISCELLANEOUS.

(a) Use of Proceeds from Sales of Common Stock. Proceeds from the sale of shares of Common Stock
pursuant to Awards will constitute general funds of the Company.

(b) Corporate Action Constituting Grant of Stock Awards. Corporate action constituting a grant by the
Company of an Award to any Participant will be deemed completed as of the date
of such corporate action, unless otherwise determined by the Board, regardless
of when the instrument, certificate, or letter evidencing the Award is
communicated to, or actually received or accepted by, the Participant. In the
event that the corporate records (e.g., Board consents, resolutions or minutes)
documenting the corporate action constituting the grant contain terms (e.g.,
exercise price, vesting schedule or number of shares) that are inconsistent with
those in the Award Agreement as a result of a clerical error in the papering of
the Award Agreement, the corporate records will control and the Participant will
have no legally binding right to the incorrect term in the Award
Agreement.

(c) Stockholder Rights. No
Participant will be deemed to be the holder of, or to have any of the rights of
a holder with respect to, any shares of Common Stock subject to an Award unless
and until (i) such Participant has satisfied all requirements for exercise of,
or the issuance of shares under, the Award pursuant to its terms, and (ii) the
issuance of the Common Stock subject to such Award has been entered into the
books and records of the Company.

(d) No Employment or Other Service Rights. Nothing in the Plan, any Award Agreement or any
other instrument executed thereunder or in connection with any Award granted
pursuant thereto will confer upon any Participant any right to continue to serve
the Company or an Affiliate in the capacity in effect at the time the Award was
granted or will affect the right of the Company or an Affiliate to terminate (i)
the employment of an Employee with or without notice and with or without cause,
(ii) the service of a Consultant pursuant to the terms of such Consultant’s
agreement with the Company or an Affiliate, or (iii) the service of a Director
pursuant to the bylaws of the Company or an Affiliate, and any applicable
provisions of the corporate law of the state in which the Company or the
Affiliate is incorporated, as the case may be.

(e) Change in Time Commitment. In the event a Participant’s regular level of time commitment in the
performance of his or her services for the Company and any Affiliates is reduced
(for example, and without limitation, if the Participant is an Employee of the
Company and the Employee has a change in status from a full-time Employee to a
part-time Employee or takes an extended leave of absence) after the date of
grant of any Award to the Participant, the Board has the right in its sole
discretion to (x) make a corresponding reduction in the number of shares or cash
amount subject to any portion of such Award that is scheduled to vest or become
payable after the date of such change in time commitment, and (y) in lieu of or
in combination with such a reduction, extend the vesting or payment schedule
applicable to such Award. In the event of any such reduction, the Participant
will have no right with respect to any portion of the Award that is so
reduced.

(f) Incentive Stock Option Limitations. To the extent that the aggregate Fair Market
Value (determined at the time of grant) of Common Stock with respect to which
Incentive Stock Options are exercisable for the first time by any Optionholder
during any calendar year (under all plans of the Company and any Affiliates)
exceeds $100,000 (or such other limit established in the Code) or otherwise does
not comply with the rules governing Incentive Stock Options, the Options or
portions thereof that exceed such limit (according to the order in which they
were granted) or otherwise do not comply with the rules will be treated as
Nonstatutory Stock Options, notwithstanding any contrary provision of the
applicable Option Agreement(s).

(g) Investment Assurances. The
Company may require a Participant, as a condition of exercising or acquiring
Common Stock under any Award, (i) to give written assurances satisfactory to the
Company as to the Participant’s knowledge and experience in financial and
business matters and/or to employ a purchaser representative reasonably
satisfactory to the Company who is knowledgeable and experienced in financial
and business matters and that he or she is capable of evaluating, alone or
together with the purchaser representative, the merits and risks of exercising
the Award; and (ii) to give written assurances satisfactory to the Company
stating that the Participant is acquiring Common Stock subject to the Award for
the Participant’s own account and not with any present intention of selling or
otherwise distributing the Common Stock. The foregoing requirements, and any
assurances given pursuant to such requirements, will be inoperative if (A) the
issuance of the shares upon the exercise or acquisition of Common Stock under
the Award has been registered under a then currently effective registration
statement under the Securities Act, or (B) as to any particular requirement, a
determination is made by counsel for the Company that such requirement need not
be met in the circumstances under the then applicable securities laws. The
Company may, upon advice of counsel to the Company, place legends on stock
certificates issued under the Plan as such counsel deems necessary or
appropriate in order to comply with applicable securities laws, including, but
not limited to, legends restricting the transfer of the Common Stock.

9. 







(h) Withholding Obligations.
Unless prohibited by the terms of an Award Agreement, the Company may, in its
sole discretion, satisfy any federal, state or local tax withholding obligation
relating to an Award by any of the following means or by a combination of such
means: (i) causing the Participant to tender a cash payment; (ii) withholding
shares of Common Stock from the shares of Common Stock issued or otherwise
issuable to the Participant in connection with the Award; provided, however, that no shares of Common Stock are withheld with a
value exceeding the minimum amount of tax required to be withheld by law (or
such lesser amount as may be necessary to avoid classification of the Stock
Award as a liability for financial accounting purposes); (iii) withholding cash
from an Award settled in cash; (iv) withholding payment from any amounts
otherwise payable to the Participant; or (v) by such other method as may be set
forth in the Award Agreement.

(i) Electronic Delivery. Any
reference herein to a “written” agreement or document will include any agreement
or document delivered electronically, filed publicly at www.sec.gov (or any
successor website thereto) or posted on the Company’s intranet.

(j) Deferrals. To the extent
permitted by applicable law, the Board, in its sole discretion, may determine
that the delivery of Common Stock or the payment of cash, upon the exercise,
vesting or settlement of all or a portion of any Award may be deferred and may
establish programs and procedures for deferral elections to be made by
Participants. Deferrals by Participants will be made in accordance with Section
409A of the Code. Consistent with Section 409A of the Code, the Board may
provide for distributions while a Participant is still an employee or otherwise
providing services to the Company. The Board is authorized to make deferrals of
Awards and determine when, and in what annual percentages, Participants may
receive payments, including lump sum payments, following the Participant’s
termination of Continuous Service, and implement such other terms and conditions
consistent with the provisions of the Plan and in accordance with applicable
law.

(k) Compliance with Section 409A. Unless otherwise expressly provided for in an Award Agreement, the Plan
and Award Agreements will be interpreted to the greatest extent possible in a
manner that makes the Plan and the Awards granted hereunder exempt from Section
409A of the Code, and, to the extent not so exempt, in compliance with Section
409A of the Code. If the Board determines that any Award granted hereunder is
not exempt from and is therefore subject to Section 409A of the Code, the Award
Agreement evidencing such Award will incorporate the terms and conditions
necessary to avoid the consequences specified in Section 409A(a)(1) of the Code,
and to the extent an Award Agreement is silent on terms necessary for
compliance, such terms are hereby incorporated by reference into the Award
Agreement. Notwithstanding anything to the contrary in this Plan (and unless the
Award Agreement specifically provides otherwise), if the shares of Common Stock
are publicly traded, and if a Participant holding an Award that constitutes
“deferred compensation” under Section 409A of the Code is a “specified employee”
for purposes of Section 409A of the Code, no distribution or payment of any
amount that is due because of a “separation from service” (as defined in Section
409A of the Code without regard to alternative definitions thereunder) will be
issued or paid before the date that is six (6) months following the date of such
Participant’s “separation from service” or, if earlier, the date of the
Participant’s death, unless such distribution or payment can be made in a manner
that complies with Section 409A of the Code, and any amounts so deferred will be
paid in a lump sum on the day after such six (6) month period elapses, with the
balance paid thereafter on the original schedule.

(l) Clawback/Recovery. All
Awards granted under the Plan will be subject to recoupment in accordance with
any clawback policy that the Company is required to adopt pursuant to the
listing standards of any national securities exchange or association on which
the Company’s securities are listed or as is otherwise required by the
Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable
law. In addition, the Board may impose such other clawback, recovery or
recoupment provisions in an Award Agreement as the Board determines necessary or
appropriate, including but not limited to a reacquisition right in respect of
previously acquired shares of Common Stock or other cash or property upon the
occurrence of Cause. No recovery of compensation under such a clawback policy
will be an event giving rise to a right to resign for “good reason” or
“constructive termination” (or similar term) under any agreement with the
Company.

9. ADJUSTMENTS UPON CHANGES IN COMMON STOCK; OTHER CORPORATE
EVENTS.

(a) Capitalization Adjustments. In the event of a Capitalization Adjustment, the Board will
appropriately and proportionately adjust: (i) the class(es) and maximum number
of securities subject to the Plan pursuant to Section 3(a), (ii) the class(es)
and maximum number of securities that may be issued pursuant to the exercise of
Incentive Stock Options pursuant to Section 3(c), (iii) the class(es) and
maximum number of securities that may be awarded to any person pursuant to
Sections 3(d), and (iv) the class(es) and number of securities and price per
share of stock subject to outstanding Stock Awards. The Board will make such
adjustments, and its determination will be final, binding and
conclusive.

10. 







(b) Dissolution or Liquidation. Except as otherwise provided in the Stock Award Agreement, in the event
of a dissolution or liquidation of the Company, all outstanding Stock Awards
(other than Stock Awards consisting of vested and outstanding shares of Common
Stock not subject to a forfeiture condition or the Company’s right of
repurchase) will terminate immediately prior to the completion of such
dissolution or liquidation, and the shares of Common Stock subject to the
Company’s repurchase rights or subject to a forfeiture condition may be
repurchased or reacquired by the Company notwithstanding the fact that the
holder of such Stock Award is providing Continuous Service; provided, however, that the Board may, in its sole discretion,
cause some or all Stock Awards to become fully vested, exercisable and/or no
longer subject to repurchase or forfeiture (to the extent such Stock Awards have
not previously expired or terminated) before the dissolution or liquidation is
completed but contingent on its completion.

(c) Corporate Transaction. The
following provisions will apply to Stock Awards in the event of a Corporate
Transaction unless otherwise provided in the instrument evidencing the Stock
Award or any other written agreement between the Company or any Affiliate and
the Participant or unless otherwise expressly provided by the Board at the time
of grant of a Stock Award. In the event of a Corporate Transaction, then,
notwithstanding any other provision of the Plan, the Board will take one or more
of the following actions with respect to Stock Awards, contingent upon the
closing or completion of the Corporate Transaction:

(i) arrange for the surviving corporation or acquiring corporation (or the
surviving or acquiring corporation’s parent company) to assume or continue the
Stock Award or to substitute a similar stock award for the Stock Award
(including, but not limited to, an award to acquire the same consideration paid
to the stockholders of the Company pursuant to the Corporate
Transaction);

(ii) arrange for the assignment of any reacquisition or repurchase rights held
by the Company in respect of Common Stock issued pursuant to the Stock Award to
the surviving corporation or acquiring corporation (or the surviving or
acquiring corporation’s parent company);

(iii) accelerate the vesting, in whole or in part, of the Stock Award (and, if
applicable, the time at which the Stock Award may be exercised) to a date prior
to the effective time of such Corporate Transaction as the Board will determine
(or, if the Board will not determine such a date, to the date that is five days
prior to the effective date of the Corporate Transaction), with such Stock Award
terminating if not exercised (if applicable) at or prior to the effective time
of the Corporate Transaction;

(iv) arrange for the lapse, in whole or in part, of any reacquisition or
repurchase rights held by the Company with respect to the Stock
Award;

(v) cancel or arrange for the cancellation of the Stock Award, to the extent
not vested or not exercised prior to the effective time of the Corporate
Transaction, in exchange for such cash consideration, if any, as the Board, in
its sole discretion, may consider appropriate; and

(vi) cancel or arrange for the cancellation of the Stock Award, to the extent
not vested or not exercised prior to the effective time of the Corporate
Transaction, in exchange for a payment, in such form as may be determined by the
Board equal to the excess, if any, of (A) the value of the property the
Participant would have received upon the exercise of the Stock Award immediately
prior to the effective time of the Corporate Transaction, over (B) any exercise
price payable by such holder in connection with such exercise.

The Board need not take the
same action or actions with respect to all Stock Awards or portions thereof or
with respect to all Participants.

(d) Change in Control. A Stock
Award may be subject to additional acceleration of vesting and exercisability
upon or after a Change in Control as may be provided in the Stock Award
Agreement for such Stock Award or as may be provided in any other written
agreement between the Company or any Affiliate and the Participant, but in the
absence of such provision, no such acceleration will occur.

11. 







10. PLAN TERM; EARLIER TERMINATION OR SUSPENSION OF THE PLAN.

The Board may suspend or
terminate the Plan at any time. No Incentive Stock Options may be granted after
the tenth anniversary of the earlier of (i) the date the Plan is adopted by the
Board (the “Adoption
Date”), or (ii) the date the
Plan is approved by the stockholders of the Company. No Awards may be granted
under the Plan while the Plan is suspended or after it is terminated.

11. EXISTENCE OF THE PLAN; TIMING OF FIRST GRANT OR EXERCISE. 

The Plan will come into
existence on the Adoption Date; provided, however, no
Award may be granted prior to the IPO Date (that is, the Effective Date). In
addition, no Stock Award will be exercised (or, in the case of a Restricted
Stock Award, Restricted Stock Unit Award, Performance Stock Award, or Other
Stock Award, will be granted) and no Performance Cash Award will be settled
unless and until the Plan has been approved by the stockholders of the Company,
which approval will be within 12 months after the date the Plan is adopted by
the Board.

12. CHOICE OF LAW. 

The law of the State of
California will govern all questions concerning the construction, validity and
interpretation of this Plan, without regard to that state’s conflict of laws
rules.

13. DEFINITIONS. As used in
the Plan, the following definitions will apply to the capitalized terms
indicated below: 

(a) “Affiliate” means, at
the time of determination, any “parent” or “subsidiary” of the Company as such
terms are defined in Rule 405 of the Securities Act. The Board will have the
authority to determine the time or times at which “parent” or “subsidiary”
status is determined within the foregoing definition.

(b) “Award” means a Stock
Award or a Performance Cash Award.

(c) “Award
Agreement” means a written
agreement between the Company and a Participant evidencing the terms and
conditions of an Award.

(d) “Board” means the Board
of Directors of the Company.

(e) “Capital
Stock” means each and every
class of common stock of the Company, regardless of the number of votes per
share.

(f) “Capitalization
Adjustment” means any change
that is made in, or other events that occur with respect to, the Common Stock
subject to the Plan or subject to any Stock Award after the Adoption Date
without the receipt of consideration by the Company through merger,
consolidation, reorganization, recapitalization, reincorporation, stock
dividend, dividend in property other than cash, stock split, liquidating
dividend, combination of shares, exchange of shares, change in corporate
structure or any similar equity restructuring transaction, as that term is used
in Financial Accounting Standards Board Accounting Standards Codification Topic
718 (or any successor thereto). Notwithstanding the foregoing, the conversion of
any convertible securities of the Company will not be treated as a
Capitalization Adjustment.

(g) “Cause” means the Participant’s termination because of:
(A) the Participant’s engaging in any act of dishonesty or misrepresentation or
willful commission of fraud; (B) the Participant’s violation of any federal,
state or foreign law or regulation applicable to the Company’s business; (C) the
Participant’s violation of the Company’s Code of Conduct, confidential
information and/or inventions assignment agreement, or any similar obligations
under contract or applicable law; (D) the Participant’s conviction of, or
entering a plea of nolo
contendere to, any felony; or (E)
any other misconduct that is materially injurious to the financial condition or
business reputation of, or is otherwise materially injurious to, the Company,
which conduct, if capable of cure or remedy, is not cured or remedied within two
weeks after written notice from the Company describing such conduct.


12. 







(h) “Change in
Control” means the
occurrence, in a single transaction or in a series of related transactions, of
any one or more of the following events:

(i) any Exchange Act Person becomes the Owner, directly or indirectly, of
securities of the Company representing more than 50% of the combined voting
power of the Company’s then outstanding securities other than by virtue of a
merger, consolidation or similar transaction. Notwithstanding the foregoing, a
Change in Control will not be deemed to occur (A) on account of the acquisition
of securities of the Company directly from the Company, (B) on account of the
acquisition of securities of the Company by an investor, any affiliate thereof
or any other Exchange Act Person that acquires the Company’s securities in a
transaction or series of related transactions the primary purpose of which is to
obtain financing for the Company through the issuance of equity securities, (C)
on account of the acquisition of securities of the Company by any individual who
is, on the IPO Date, either an executive officer or a Director (either, an
“IPO
Investor”) and/or any entity
in which an IPO Investor has a direct or indirect interest (whether in the form
of voting rights or participation in profits or capital contributions) of more
than 50% (collectively, the “IPO Entities” ) or on
account of the IPO Entities continuing to hold shares that come to represent
more than 50% of the combined voting power of the Company’s then outstanding
securities as a result of the conversion of any class of the Company’s
securities into another class of the Company’s securities having a different
number of votes per share pursuant to the conversion provisions set forth in the
Company’s Amended and Restated Certificate of Incorporation; or (D) solely
because the level of Ownership held by any Exchange Act Person (the
“Subject
Person”) exceeds the
designated percentage threshold of the outstanding voting securities as a result
of a repurchase or other acquisition of voting securities by the Company
reducing the number of shares outstanding, provided that if a Change in Control
would occur (but for the operation of this sentence) as a result of the
acquisition of voting securities by the Company, and after such share
acquisition, the Subject Person becomes the Owner of any additional voting
securities that, assuming the repurchase or other acquisition had not occurred,
increases the percentage of the then outstanding voting securities Owned by the
Subject Person over the designated percentage threshold, then a Change in
Control will be deemed to occur;

(ii) there is consummated a
merger, consolidation or similar transaction involving (directly or indirectly)
the Company and, immediately after the consummation of such merger,
consolidation or similar transaction, the stockholders of the Company
immediately prior thereto do not Own, directly or indirectly, either (A)
outstanding voting securities representing more than 50% of the combined
outstanding voting power of the surviving Entity in such merger, consolidation
or similar transaction or (B) more than 50% of the combined outstanding voting
power of the parent of the surviving Entity in such merger, consolidation or
similar transaction, in each case in substantially the same proportions as their
Ownership of the outstanding voting securities of the Company immediately prior
to such transaction; provided,
however, that a merger,
consolidation or similar transaction will not constitute a Change in Control
under this prong of the definition if the outstanding voting securities
representing more than 50% of the combined voting power of the surviving Entity
or its parent are owned by the IPO Entities;

(iii) there is consummated a sale, lease, exclusive license or other
disposition of all or substantially all of the consolidated assets of the
Company and its Subsidiaries, other than a sale, lease, license or other
disposition of all or substantially all of the consolidated assets of the
Company and its Subsidiaries to an Entity, more than fifty percent (50%) of the
combined voting power of the voting securities of which are Owned by
stockholders of the Company in substantially the same proportions as their
Ownership of the outstanding voting securities of the Company immediately prior
to such sale, lease, license or other disposition; provided, however, that a sale, lease, exclusive license or other
disposition of all or substantially all of the consolidated assets of the
Company and its Subsidiaries will not constitute a Change in Control under this
prong of the definition if the outstanding voting securities representing more
than 50% of the combined voting power of the acquiring Entity or its parent are
owned by the IPO Entities; or

(iv) individuals who, on the date the Plan is adopted by the Board, are
members of the Board (the “Incumbent Board”)
cease for any reason to constitute at least a majority of the members of the
Board; provided,
however, that if the appointment
or election (or nomination for election) of any new Board member was approved or
recommended by a majority vote of the members of the Incumbent Board then still
in office, such new member will, for purposes of this Plan, be considered as a
member of the Incumbent Board.

For purposes of determining
voting power under the term Change in Control, voting power shall be calculated
by assuming the conversion of all equity securities convertible (immediately or
at some future time) into shares entitled to vote, but not assuming the exercise
of any warrant or right to subscribe to or purchase those shares. In addition,
(A) the term Change in Control will not include a sale of assets, merger or
other transaction effected exclusively for the purpose of changing the domicile
of the Company, (B) the term Change in Control will not include a change in the
voting power of any one or more stockholders as a result of the conversion of
any class of the Company’s securities into another class of the Company’s
securities having a different number of votes per share pursuant to the
conversion provisions set forth in the Company’s Amended and Restated
Certificate of Incorporation, and (C) the definition of Change in Control (or
any analogous term) in an individual written agreement between the Company or
any Affiliate and the Participant will supersede the foregoing definition with
respect to Awards subject to such agreement; provided, however, that if no definition of Change in Control or
any analogous term is set forth in such an individual written agreement, the
foregoing definition will apply. If required for compliance with Section 409A of
the Code, in no event will a Change in Control be deemed to have occurred if
such transaction is not also a “change in the ownership or effective control of”
the Company or “a change in the ownership of a substantial portion of the assets
of” the Company as determined under Treasury Regulation Section 1.409A-3(i)(5)
(without regard to any alternative definition thereunder). The Board may, in its
sole discretion and without a Participant’s consent, amend the definition of
“Change in Control” to conform to the definition of “Change in Control” under
Section 409A of the Code, and the regulations thereunder.

13. 







(i) “Code” means the
Internal Revenue Code of 1986, as amended, including any applicable regulations
and guidance thereunder.

(j) “Committee” means a
committee of one or more Directors to whom authority has been delegated by the
Board in accordance with Section 2(c).

(k) “Common
Stock” means, as of 5:00 p.m. Eastern time on September
22, 2016, the common stock of the Company, having 1 vote per share.


(l) “Company” means Yelp
Inc., a Delaware corporation.

(m) “Consultant” means any
person, including an advisor, who is (i) engaged by the Company or an Affiliate
to render consulting or advisory services and is compensated for such services,
or (ii) serving as a member of the board of directors of an Affiliate and is
compensated for such services. However, service solely as a Director, or payment
of a fee for such service, will not cause a Director to be considered a
“Consultant” for purposes of the Plan. Notwithstanding the
foregoing, a person is treated as a Consultant under this Plan only if a Form
S-8 Registration Statement under the Securities Act is available to register
either the offer or the sale of the Company’s securities to such
person.

(n) “Continuous
Service” means that the
Participant’s service with the Company or an Affiliate, whether as an Employee,
Director or Consultant, is not interrupted or terminated. A change in the
capacity in which the Participant renders service to the Company or an Affiliate
as an Employee, Consultant or Director or a change in the entity for which the
Participant renders such service, provided that there is no interruption or
termination of the Participant’s service with the Company or an Affiliate, will
not terminate a Participant’s Continuous Service; provided, however, that if the Entity for which a Participant is
rendering services ceases to qualify as an Affiliate, as determined by the
Board, in its sole discretion, such Participant’s Continuous Service will be
considered to have terminated on the date such Entity ceases to qualify as an
Affiliate. To the extent permitted by law, the Board or the chief executive
officer of the Company, in that party’s sole discretion, may determine whether
Continuous Service will be considered interrupted in the case of (i) any leave
of absence approved by the Board or chief executive officer, including sick
leave, military leave or any other personal leave, or (ii) transfers between the
Company, an Affiliate, or their successors. Notwithstanding the foregoing, a
leave of absence will be treated as Continuous Service for purposes of vesting
in an Award only to such extent as may be provided in the Company’s leave of
absence policy, in the written terms of any leave of absence agreement or policy
applicable to the Participant, or as otherwise required by law. In addition, to
the extent required for exemption from or compliance with Section 409A of the
Code, the determination of whether there has been a termination of Continuous
Service will be made, and such term will be construed, in a manner that is
consistent with the definition of “separation from service” as defined under
Treasury Regulation Section 1.409A-1(h) (without regard to any alternative
definition thereunder).

(o) “Corporate
Transaction” means the
occurrence, in a single transaction or in a series of related transactions, of
any one or more of the following events:

(i) the consummation of a sale
or other disposition of all or
substantially all, as determined by the Board, in its sole discretion, of the
consolidated assets of the Company and its Subsidiaries;

(ii) the consummation of a sale or other disposition of at least 50% of the
outstanding securities of the Company;

(iii) the consummation of a merger, consolidation or similar transaction
following which the Company is not the surviving corporation; or

(iv) the consummation of a merger, consolidation or similar transaction
following which the Company is the surviving corporation but the shares of
Common Stock outstanding immediately preceding the merger, consolidation or
similar transaction are converted or exchanged by virtue of the merger,
consolidation or similar transaction into other property, whether in the form of
securities, cash or otherwise.

To the extent required for
compliance with Section 409A of the Code, in no event will an event be deemed a
Corporate Transaction if such transaction is not also a “change in the ownership
or effective control of” the Company or “a change in the ownership of a
substantial portion of the assets of” the Company as determined under Treasury
Regulation Section 1.409A-3(i)(5) (without regard to any alternative definition
thereunder).

(p) “Covered
Employee” will have the
meaning provided in Section 162(m)(3) of the Code.

14. 







(q) “Director” means a
member of the Board.

(r) “Disability” means,
with respect to a Participant, the inability of such Participant to engage in
any substantial gainful activity by reason of any medically determinable
physical or mental impairment that can be expected to result in death or that
has lasted or can be expected to last for a continuous period of not less than
12 months, as provided in Sections 22(e)(3) and 409A(a)(2)(c)(i) of the Code,
and will be determined by the Board on the basis of such medical evidence as the
Board deems warranted under the circumstances.

(s) “Effective
Date” means the IPO
Date.

(t) “Employee” means any
person employed by the Company or an Affiliate. However, service solely as a
Director, or payment of a fee for such services, will not cause a Director to be
considered an “Employee” for purposes of the Plan.

(u) “Entity” means a
corporation, partnership, limited liability company or other entity.

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

(w) “Exchange Act
Person” means any natural person, Entity or “group” (within the meaning of
Section 13(d) or 14(d) of the Exchange Act), except that “Exchange Act Person”
will not include (i) the Company or any Subsidiary of the Company, (ii) any
employee benefit plan of the Company or any Subsidiary of the Company or any
trustee or other fiduciary holding securities under an employee benefit plan of
the Company or any Subsidiary of the Company, (iii) an underwriter temporarily
holding securities pursuant to a registered public offering of such securities,
(iv) an Entity Owned, directly or indirectly, by the stockholders of the Company
in substantially the same proportions as their Ownership of stock of the
Company; or (v) any natural person, Entity or “group” (within the meaning of
Section 13(d) or 14(d) of the Exchange Act) that, as of the Effective Date, is
the Owner, directly or indirectly, of securities of the Company representing
more than 50% of the combined voting power of the Company’s then outstanding
securities.

(x) “Fair Market
Value” means, as of any date,
the value of the Common Stock determined as follows:

(i) If
the Common Stock is listed on any established stock exchange or traded on any
established market, the Fair Market Value of a share of Common Stock will be,
unless otherwise determined by the Board, the closing sales price for such stock as quoted on such exchange or
market (or the exchange or market with the greatest volume of trading in the
Common Stock) on
the date of
determination, as
reported in a source the Board deems reliable.

(ii) Unless otherwise provided by the Board, if there is no closing sales
price for the Common Stock on the date of determination, then the Fair Market
Value will be the closing selling price on the last preceding date for which
such quotation exists.

(iii) In
the absence of such markets for the Common Stock, the Fair Market Value will be
determined by the Board in good faith and in a manner that complies with
Sections 409A and 422 of the Code.

(y) “Incentive Stock
Option” means an option
granted pursuant to Section 5 of the Plan that is intended to be, and qualifies
as, an “incentive stock option” within the meaning of Section 422 of the
Code.

(z) “IPO
Date” means the date of the
underwriting agreement between the Company and the underwriter(s) managing the
initial public offering of the Common Stock, pursuant to which the Common Stock
is priced for the initial public offering.

(aa) “Non-Employee
Director” means a Director who either (i) is not a current employee or officer of
the Company or an Affiliate, does not receive compensation, either directly or
indirectly, from the Company or an Affiliate for services rendered as a
consultant or in any capacity other than as a Director (except for an amount as
to which disclosure would not be required under Item 404(a) of Regulation S-K
promulgated pursuant to the Securities Act (“Regulation S-K”)), does not possess an interest in any other
transaction for which disclosure would be required under Item 404(a) of
Regulation S-K, and is not engaged in a business relationship for which
disclosure would be required pursuant to Item 404(b) of Regulation S-K; or (ii)
is otherwise considered a “non-employee director” for purposes of Rule
16b-3.

(bb) “Nonstatutory Stock
Option” means any option
granted pursuant to Section 5 of the Plan that does not qualify as an Incentive
Stock Option.

15. 







(cc) “Officer” means a
person who is an officer of the Company within the meaning of Section 16 of the
Exchange Act.

(dd) “Option” means an
Incentive Stock Option or a Nonstatutory Stock Option to purchase shares of
Common Stock granted pursuant to the Plan.

(ee) “Option
Agreement” means a written
agreement between the Company and an Optionholder evidencing the terms and
conditions of an Option grant. Each Option Agreement will be subject to the
terms and conditions of the Plan.

(ff) “Optionholder” means a
person to whom an Option is granted pursuant to the Plan or, if applicable, such
other person who holds an outstanding Option.

(gg) “Other Stock
Award” means an award based
in whole or in part by reference to the Common Stock which is granted pursuant
to the terms and conditions of Section 6(d).

(hh) “Other Stock Award Agreement”
means a written agreement
between the Company and a holder of an Other Stock Award evidencing the terms
and conditions of an Other Stock Award grant. Each Other Stock Award Agreement
will be subject to the terms and conditions of the Plan.

(ii) “Outside
Director” means a Director
who either (i) is not a current employee of the Company or an “affiliated
corporation” (within the meaning of Treasury Regulations promulgated under
Section 162(m) of the Code), is not a former employee of the Company or an
“affiliated corporation” who receives compensation for prior services (other
than benefits under a tax-qualified retirement plan) during the taxable year,
has not been an officer of the Company or an “affiliated corporation,” and does
not receive remuneration from the Company or an “affiliated corporation,” either
directly or indirectly, in any capacity other than as a Director, or (ii) is
otherwise considered an “outside director” for purposes of Section 162(m) of the
Code.

(jj) “Own,” “Owned,”
“Owner,”
“Ownership”
means a person or Entity will be
deemed to “Own,” to have “Owned,” to be the “Owner” of, or to have acquired
“Ownership” of securities if such person or Entity, directly or indirectly,
through any contract, arrangement, understanding, relationship or otherwise, has
or shares voting power, which includes the power to vote or to direct the
voting, with respect to such securities.

(kk) “Participant” means a
person to whom an Award is granted pursuant to the Plan or, if applicable, such
other person who holds an outstanding Stock Award.

(ll) “Performance Cash
Award” means an award of cash
granted pursuant to the terms and conditions of Section 6(c)(ii).

(mm) “Performance
Criteria” means the one or
more criteria that the Board will select for purposes of establishing the
Performance Goals for a Performance Period. The Performance Criteria that will
be used to establish such Performance Goals may be based on any one of, or
combination of, the following as determined by the Board: (i) earnings
(including earnings per share and net earnings); (ii) earnings before interest,
taxes and depreciation; (iii) earnings before interest, taxes, depreciation and
amortization; (iv) earnings before interest, taxes, depreciation, amortization
and legal settlements; (v) earnings before interest, taxes, depreciation,
amortization, legal settlements and other income (expense); (vi) earnings before
interest, taxes, depreciation, amortization, legal settlements, other income
(expense) and stock-based compensation; (vii) earnings before interest, taxes,
depreciation, amortization, legal settlements, other income (expense),
stock-based compensation and changes in deferred revenue; (viii) total
stockholder return; (ix) return on equity or average stockholder’s equity; (x)
return on assets, investment, or capital employed; (xi) stock price; (xii)
margin (including gross margin); (xiii) income (before or after taxes); (xiv)
operating income; (xv) operating income after taxes; (xvi) pre-tax profit;
(xvii) operating cash flow; (xviii) sales or revenue targets; (xix) increases in
revenue or product revenue; (xx) expenses and cost reduction goals; (xxi)
improvement in or attainment of working capital levels; (xxii) economic value
added (or an equivalent metric); (xxiii) market share; (xxiv) cash flow; (xxv)
cash flow per share; (xxvi) share price performance; (xxvii) debt reduction;
(xxviii) implementation or completion of projects or processes; (xxix) user
satisfaction; (xxx) stockholders’ equity; (xxxi) capital expenditures; (xxxii)
debt levels; (xxxiii) operating profit or net operating profit; (xxxiv)
workforce diversity; (xxxv) growth of net income or operating income; (xxxvi)
billings; (xxxvii) bookings; (xxxviii) the number of users, including but not
limited to unique users; (xxxix) employee retention; (xxxx) and to the extent
that an Award is not intended to comply with Section 162(m) of the Code, other
measures of performance selected by the Board.


16. 








(nn) “Performance
Goals” means, for a
Performance Period, the one or more goals established by the Board for the
Performance Period based upon the Performance Criteria. Performance Goals may be
based on a Company-wide basis, with respect to one or more business units,
divisions, Affiliates, or business segments, and in either absolute terms or
relative to the performance of one or more comparable companies or the
performance of one or more relevant indices. Unless specified otherwise by the
Board (i) in the Award Agreement at the time the Award is granted or (ii) in
such other document setting forth the Performance Goals at the time the
Performance Goals are established, the Board will appropriately make adjustments
in the method of calculating the attainment of Performance Goals for a
Performance Period as follows: (1) to exclude restructuring and/or other
nonrecurring charges; (2) to exclude exchange rate effects; (3) to exclude the
effects of changes to generally accepted accounting principles; (4) to exclude
the effects of any statutory adjustments to corporate tax rates; (5) to exclude
the effects of any “extraordinary items” as determined under generally accepted
accounting principles; (6) to exclude the dilutive effects of acquisitions or
joint ventures; (7) to assume that any business divested by the Company achieved
performance objectives at targeted levels during the balance of a Performance
Period following such divestiture; (8) to exclude the effect of any change in
the outstanding shares of common stock of the Company by reason of any stock
dividend or split, stock repurchase, reorganization, recapitalization, merger,
consolidation, spin-off, combination or exchange of shares or other similar
corporate change, or any distributions to common stockholders other than regular
cash dividends; (9) to exclude the effects of stock based compensation and the
award of bonuses under the Company’s bonus plans; (10) to exclude costs incurred
in connection with potential acquisitions or divestitures that are required to
be expensed under generally accepted accounting principles; (11) to exclude the
goodwill and intangible asset impairment charges that are required to be
recorded under generally accepted accounting principles and (12) to exclude the
effect of any other unusual, non-recurring gain or loss or other extraordinary
item. In addition, the Board retains the discretion to reduce or eliminate the
compensation or economic benefit due upon attainment of Performance Goals and to
define the manner of calculating the Performance Criteria it selects to use for
such Performance Period. Partial achievement of the specified criteria may
result in the payment or vesting corresponding to the degree of achievement as
specified in the Stock Award Agreement or the written terms of a Performance
Cash Award.

(oo) “Performance
Period” means the period of
time selected by the Board over which the attainment of one or more Performance
Goals will be measured for the purpose of determining a Participant’s right to
and the payment of a Stock Award or a Performance Cash Award. Performance
Periods may be of varying and overlapping duration, at the sole discretion of
the Board.

(pp) “Performance Stock
Award” means a Stock Award
granted under the terms and conditions of Section 6(c)(i).

(qq) “Plan” means this Yelp
Inc. 2012 Equity Incentive Plan.

(rr) “Restricted Stock
Award” means an award of
shares of Common Stock which is granted pursuant to the terms and conditions of
Section 6(a).

(ss) “Restricted Stock Award
Agreement” means a written
agreement between the Company and a holder of a Restricted Stock Award
evidencing the terms and conditions of a Restricted Stock Award grant. Each
Restricted Stock Award Agreement will be subject to the terms and conditions of
the Plan.

(tt) “Restricted Stock Unit
Award” means a right to receive shares of Common Stock which is granted pursuant
to the terms and conditions of Section 6(b).

(uu) “Restricted Stock Unit
Award Agreement” means a written agreement between the Company and
a holder of a Restricted Stock Unit Award evidencing the terms and conditions of
a Restricted Stock Unit Award grant. Each Restricted Stock Unit Award Agreement
will be subject to the terms and conditions of the Plan.

(vv) “Rule
16b-3” means Rule 16b-3
promulgated under the Exchange Act or any successor to Rule 16b-3, as in effect
from time to time.

(ww) “Securities
Act” means the Securities Act
of 1933, as amended.

(xx) “Stock Appreciation
Right” or “SAR” means a right to receive the appreciation on
Common Stock that is granted pursuant to the terms and conditions of Section
5.

(yy) “Stock Appreciation
Right Agreement” means a
written agreement between the Company and a holder of a Stock Appreciation Right
evidencing the terms and conditions of a Stock Appreciation Right grant. Each
Stock Appreciation Right Agreement will be subject to the terms and conditions
of the Plan.

(zz) “Stock
Award” means any right to
receive Common Stock granted under the Plan, including an Incentive Stock
Option, a Nonstatutory Stock Option, a Restricted Stock Award, a Restricted
Stock Unit Award, a Stock Appreciation Right, a Performance Stock Award or any
Other Stock Award.

17. 







(aaa) “Stock Award
Agreement” means a written
agreement between the Company and a Participant evidencing the terms and
conditions of a Stock Award grant. Each Stock Award Agreement will be subject to
the terms and conditions of the Plan.

(bbb) “Subsidiary” means,
with respect to the Company, (i) any corporation of which more than 50% of the
outstanding capital stock having ordinary voting power to elect a majority of
the board of directors of such corporation (irrespective of whether, at the
time, stock of any other class or classes of such corporation will have or might
have voting power by reason of the happening of any contingency) is at the time,
directly or indirectly, Owned by the Company, and (ii) any partnership, limited
liability company or other entity in which the Company has a direct or indirect
interest (whether in the form of voting or participation in profits or capital
contribution) of more than 50%.

(ccc) “Ten Percent
Stockholder” means a person
who Owns (or is deemed to Own pursuant to Section 424(d) of the Code) stock
possessing more than ten percent of the total combined voting power of all
classes of stock of the Company or any Affiliate.

18.