exv10w1






Exhibit
10.1


FINANCIAL ENGINES, INC.




1998 STOCK PLAN




(as amended on September 19, 2006)




(as amended and restated on October 21, 2008)




(as amended and restated on October 20, 2009)




     1. Purposes of the Plan. The purposes of this 1998 Stock Plan are to attract and retain the best available personnel
for positions of substantial responsibility, to provide additional incentive to Employees and
Consultants of the Company and its Subsidiaries and to promote the success of the Company’s
business. Options granted under the Plan may be Incentive Stock Options (as defined under Section
422 of the Code) or Nonstatutory Stock Options, as determined by the Administrator at the time of
grant of an Option and subject to the applicable provisions of Section 422 of the Code, as amended,
and the regulations promulgated thereunder. Stock purchase rights may also be granted under the
Plan.



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



          (a) “Administrator” means the Board or any of its Committees appointed pursuant to
Section 4 of the Plan.




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




          (c) “Code” means the Internal Revenue Code of 1986, as amended.




          (d) “Committee” means the Committee appointed by the Board of Directors in accordance
with Section 4(a) and (b) of the Plan.




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




          (f) “Company” means Financial Engines, Inc., a California corporation.




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




          (h) “Continuous Status as an Employee or Consultant” means the absence of any
interruption or termination of service as an Employee or Consultant. Continuous Status as an
Employee or Consultant shall not be considered interrupted in the case of: (i) sick leave; (ii)
military leave; (iii) any other leave of absence approved by the Administrator, provided that such
leave is for a period of not more than 90 days, unless reemployment upon the expiration of such
leave is guaranteed by contract or statute, or unless provided otherwise pursuant to Company
policy adopted from time to time; or (iv) in the case of transfers between locations of the Company
or between the Company, its Subsidiaries or their respective successors. For





 









 







purposes of this Plan, a change in status from an Employee to a Consultant or from a Consultant to
an Employee will not constitute an interruption of Continuous Status as an Employee or Consultant.




          (i) “Employee” means any person, including officers and directors, employed by the
Company or any Parent or Subsidiary of the Company, with the status of employment determined based
upon such minimum number of hours or periods worked as shall be determined by the Administrator in
its discretion, subject to any requirements of the Code. The payment by the Company of a
director’s fee to a director shall not be sufficient to constitute “employment” of such director by
the Company.




          (j) “Exchange Act” means the Securities Exchange Act of 1934, as amended.




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




                (i) If the Common Stock is listed on any established stock exchange or a national market
system including without limitation the National Market of the National Association of Securities
Dealers, Inc. Automated Quotation (“Nasdaq”) System, its Fair Market Value shall be the
closing sales price for such stock (or the closing bid, if no sales were reported), as quoted on
such system or exchange, or the exchange with the greatest volume of trading in Common Stock for
the last market trading day prior to the time of determination, as reported in The Wall Street
Journal or such other source as the Administrator deems reliable;




                (ii) If the Common Stock is quoted on the Nasdaq System (but not on the National Market
thereof) or regularly quoted by a recognized securities dealer but selling prices are not reported,
its Fair Market Value shall be the mean between the high bid and low asked prices for the Common
Stock for the last market trading day prior to the time of determination, as reported in The Wall
Street Journal or such other source as the Administrator deems reliable; or




                (iii) In the absence of an established market for the Common Stock, the Fair Market Value
thereof shall be determined in good faith by the Administrator.




          (l) “Incentive Stock Option” means an Option intended to qualify as an incentive stock
Option within the meaning of Section 422 of the Code, as designated in the applicable written
Option Agreement.




          (m) “Nonstatutory Stock Option” means an Option not intended to qualify as an
Incentive Stock Option, as designated in the applicable written Option Agreement.




          (n) “Option” means a stock Option granted pursuant to the Plan.




          (o) “Option Agreement” means a written agreement between an Optionee and the Company
reflecting the terms of an Option granted under the Plan and includes any




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documents attached to such Option Agreement, including, but not limited to, a notice of stock
option grant and a form of exercise notice.




          (p) “Optioned Stock” means the Common Stock subject to an Option or a Stock Purchase
Right.




          (q) “Optionee” means an Employee or Consultant who receives an Option or a Stock
Purchase Right.




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




          (s) “Plan” means this 1998 Stock Plan.




          (t) “Reporting Person” means an officer, director, or greater than 10% shareholder of
the Company within the meaning of Rule 16a-2 under the Exchange Act, who is required to file
reports pursuant to Rule 16a-3 under the Exchange Act.




          (u) “Restricted Stock” means shares of Common Stock acquired pursuant to a grant of a
Stock Purchase Right under Section 10 below.




          (v) “Restricted Stock Purchase Agreement” means a written agreement between a holder
of a Stock Purchase Right and the Company reflecting the terms of a Stock Purchase Right granted
under the Plan and includes any documents attached to such agreement.




          (w) “Rule 16b-3” means Rule 16b-3 promulgated under the Exchange Act, as the same may
be amended from time to time, or any successor provision.




          (x) “Share” means a share of the Common Stock, as adjusted in accordance with Section
12 of the Plan.




          (y) “Stock Exchange” means any stock exchange or consolidated stock price reporting
system on which prices for the Common Stock are quoted at any given time.




          (z) “Stock Purchase Right” means the right to purchase Common Stock pursuant to
Section 10 below.




          (aa) “Subsidiary” means a “subsidiary corporation,” whether now or hereafter existing,
as defined in Section 424(f) of the Code, or any successor provision.




     3. Stock Subject to the Plan. Subject to the provisions of Section 12 of the Plan, the maximum aggregate number of Shares
that may be optioned and sold under the Plan is 18,955,276 shares of Common Stock. The Shares may
be authorized, but unissued, or reacquired Common Stock. If an Option should expire or become
unexercisable for any reason without having been exercised in full, the unpurchased Shares that
were subject thereto shall, unless the Plan shall have been terminated, become available for future
grant under the Plan. In addition, any Shares of Common Stock
which are retained by the Company upon exercise of an Option or Stock Purchase Right in order
to satisfy the exercise or purchase price for such Option



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or Stock Purchase Right or any withholding taxes due with respect to such exercise shall be treated
as not issued and shall continue to be available under the Plan. Shares repurchased by the Company
pursuant to any repurchase right which the Company may have shall not be available for future grant
under the Plan.




     4. Administration of the Plan.



          (a) Initial Plan Procedure. Prior to the date, if any, upon which the Company becomes
subject to the Exchange Act, the Plan shall be administered by the Board or Committee appointed by
the Board.




          (b) Plan Procedure After the Date, if any, Upon Which the Company Becomes Sublect to the
Exchange Act.




                (i) Multiple Administrative Bodies. If permitted by Rule 16b-3, grants under the Plan
may be made by different bodies with respect to directors, non-director officers and Employees or
Consultants who are not Reporting Persons.




                (ii) Administration With Respect to Reporting Persons. With respect to grants of
Options or Stock Purchase Rights to Employees who are Reporting Persons, such grants shall be made
by (A) the Board if the Board may make grants to Reporting Persons under the Plan in compliance
with Rule 16b-3, or (B) a Committee designated by the Board to make grants to Reporting Persons
under the Plan, which Committee shall be constituted in such a manner as to permit grants under the
Plan to comply with Rule 16b-3. Once appointed, such Committee shall continue to serve in its
designated capacity until otherwise directed by the Board. From time to time the Board may
increase the size of the Committee and appoint additional members thereof, remove members (with or
without cause) and appoint new members in substitution therefor, fill vacancies, however caused,
and remove all members of the Committee and thereafter directly make grants to Reporting Persons
under the Plan, all to the extent permitted by Rule 16b-3.




                (iii) Administration With Respect to Consultants and Other Employees. With respect to
grants of Options or Stock Purchase Rights to Employees or Consultants who are not Reporting
Persons, the Plan shall be administered by (A) the Board or (B) a Committee designated by the
Board, which Committee shall be constituted in such a manner as to satisfy the legal requirements
relating to the administration of Incentive Stock Option plans, if any, of applicable corporate and
securities laws, of the Code and of any applicable Stock Exchange (the “Applicable Laws”).
Once appointed, such Committee shall continue to serve in its designated capacity until otherwise
directed by the Board. From time to time the Board may increase the size of the Committee and
appoint additional members thereof, remove members (with or without cause) and appoint new members
in substitution therefor, fill vacancies, however caused, and remove all members of the Committee
and thereafter directly administer the Plan, all to the extent permitted by the Applicable Laws.




          (c) Powers of the Administrator. Subject to the provisions of the Plan and in the
case of a Committee, the specific duties delegated by the Board to such Committee, and





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subject to the approval of any relevant authorities, including the approval, if required, of
any Stock Exchange, the Administrator shall have the authority, in its discretion:




                (i) to determine the Fair Market Value of the Common Stock, in accordance with Section 2(k) of
the Plan;




                (ii) to select the Consultants and Employees to whom Options and Stock Purchase Rights may
from time to time be granted hereunder;




                (iii) to determine whether and to what extent Options and Stock Purchase Rights or any
combination thereof are granted hereunder;




                (iv) to determine the number of shares of Common Stock to be covered by each such award
granted hereunder;




                (v) to approve forms of agreement for use under the Plan;




                (vi) to determine the terms and conditions, not inconsistent with the terms of the Plan, of
any award granted hereunder;




                (vii) to determine whether and under what circumstances an Option may be settled in cash under
Section 9(f) instead of Common Stock;




                (viii) to reduce the exercise price of any Option to the then current Fair Market Value if the
Fair Market Value of the Common Stock covered by such Option shall have declined since the date the
Option was granted;




                (ix) to determine the terms and restrictions applicable to Stock Purchase Rights and the
Restricted Stock purchased by exercising such Stock Purchase Rights;




                (x) to construe and interpret the terms of the Plan and awards granted pursuant to the Plan;
and




                (xi) in order to fulfill the purposes of the Plan and without amending the Plan, to modify
grants of Options or Stock Purchase Rights to participants who are foreign nationals or employed
outside of the United States in order to recognize differences in local law, tax policies or
customs.




          (d) Effect of Administrator’s Decision. All decisions, determinations and
interpretations of the Administrator shall be final and binding on all holders of Options or Stock
Purchase Rights.




     5. Eligibility.



          (a) Recipients of Grants. Nonstatutory Stock Options and Stock Purchase Rights may be granted
to Employees and Consultants. Incentive Stock Options may be granted only to Employees. An
Employee or Consultant who has been granted an Option or Stock




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Purchase Right may, if he or she is otherwise eligible, be granted additional Options or Stock
Purchase Rights.




          (b) Type of Option. Each Option shall be designated in the Option Agreement as either
an Incentive Stock Option or a Nonstatutory Stock Option. However, notwithstanding such
designations, to the extent that the aggregate Fair Market Value of Shares
with respect to which Options designated as Incentive Stock Options are exercisable for the first
time by any Optionee during any calendar year (under all plans of the Company or any Parent or
Subsidiary) exceeds $100,000, such excess Options shall be treated as Nonstatutory Stock Options.
For purposes of this Section 5(b), Incentive Stock Options shall be taken into account in the order
in which they were granted, and the Fair Market Value of the Shares subject to an Incentive Stock
Option shall be determined as of the date of the grant of such Option.




          (c) The Plan shall not confer upon the holder of any Option or Stock Purchase Right any right
with respect to continuation of employment or consulting relationship with the Company, nor shall
it interfere in any way with such holder’s right or the Company’s right to terminate his or her
employment or consulting relationship at any time, with or without cause.




     6. Term of Plan. The Plan shall become effective upon the earlier to occur of its adoption by the Board of
Directors or its approval by the shareholders of the Company as described in Section 19 of the
Plan. It shall continue until April 10, 2010 unless sooner terminated under Section 15 of the
Plan. Notwithstanding the foregoing, pursuant to an amendment to the Plan adopted by the Board, the
Plan shall continue in effect until April 10, 2011, unless sooner terminated under Section 15 of
the Plan; provided, however, that such continuance of the Plan shall be treated as the adoption of
a new plan and shall be subject to approval by the shareholders of the Company within twelve months
before or after the date of adoption of such Plan amendment, and all Options and Stock Purchase
Rights issued under the Plan during the period of such continuance shall become void in the event
such approval is not obtained.



     7. Term of Option. The term of each Option shall be the term stated in the Option Agreement; provided,
however, that the term shall be no more than ten years from the date of grant thereof or such
shorter term as may be provided in the Option Agreement and provided further that, in the case of
an Incentive Stock Option granted to an Optionee who, at the time the Option is granted, owns stock
representing more than 10% of the total combined voting power of all classes of stock of the
Company or any Parent or Subsidiary, the term of the Option shall be five years from the date of
grant thereof or such shorter term as may be provided in the Option Agreement.



     8. Option Exercise Price and Consideration.



          (a) The per share exercise price for the Shares to be issued pursuant to exercise of an Option
shall be such price as is determined by the Board and set forth in the applicable agreement, but
shall be subject to the following:




                (i) In the case of an Incentive Stock Option that is:




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                    (A) granted to an Employee who, at the time of the grant of such Incentive Stock Option, owns stock
representing more than 10% of the total combined voting power of all classes of stock of the
Company or any Parent or Subsidiary, the per Share exercise price shall be no less than 110% of the
Fair Market Value per Share on the date of grant.




                     (B) granted to any other Employee, the per Share exercise price shall be no less than 100% of
the Fair Market Value per Share on the date of grant.




                (ii) To the extent required by the Applicable Laws, in the case of a Nonstatutory Stock Option
that is:




                     (A) granted to a person who, at the time of the grant of such Option, owns stock representing
more than 10% of the total combined voting power of all classes of stock of the Company or any
Parent or Subsidiary, the per Share exercise price shall be no less than 110% of the Fair Market
Value per Share on the date of the grant.




                     (B) granted to any person, the per Share exercise price shall be no less than 85% of the Fair
Market Value per Share on the date of grant.




          (b) The consideration to be paid for the Shares to be issued upon exercise of an Option,
including the method of payment, shall be determined by the Administrator (and, in the case of an
Incentive Stock Option, shall be determined at the time of grant) and may consist entirely of (1)
cash, (2) check, (3) promissory note, (4) other Shares that (x) in the case of Shares acquired upon
exercise of an Option, have been owned by the Optionee for more than six months on the date of
surrender or such other period as may be required to avoid a charge to the Company’s earnings, and
(y) have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the
Shares as to which such Option shall be exercised, (5) authorization for the Company to retain from
the total number of Shares as to which the Option is exercised that number of Shares having a Fair
Market Value on the date of exercise equal to the exercise price for the total number of Shares as
to which the Option is exercised, (6) delivery of a properly executed exercise notice together with
such other documentation as the Administrator and the broker, if applicable, shall require to
effect an exercise of the Option and delivery to the Company of the sale or loan proceeds required
to pay the exercise price and any applicable income or employment taxes, (7) delivery of an
irrevocable subscription agreement for the Shares that irrevocably obligates the option holder to
take and pay for the Shares not more than twelve months after the date of delivery of the
subscription agreement, (8) any combination of the foregoing methods of payment, or (9) such other
consideration and method of payment for the issuance of Shares to the extent permitted under the
Applicable Laws. In making its determination as to the type of consideration to accept, the
Administrator shall consider if acceptance of such consideration may be reasonably expected to
benefit the Company.




     9. Exercise of Option.



          (a) Procedure for Exercise; Rights as a Shareholder. Any Option granted hereunder
shall be exercisable at such times and under such conditions as determined by the Administrator and
reflected in the Option Agreement, which may include vesting requirements




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and/or performance criteria with respect to the Company and/or the Optionee; provided,
however, that such Option shall become exercisable at the rate of at least 20% per year over five
years from the date the Option is granted. In the event that any of the Shares issued upon
exercise of an Option should be subject to a right of repurchase in the Company’s favor, such
repurchase right shall lapse at the rate of at least 20% per year over five years from the date the
Option is granted. Notwithstanding the above, in the case of an Option granted to an officer,
director or Consultant of the Company or any Parent or Subsidiary of the Company, the Option may
become fully exercisable, and a repurchase right, if any, in favor of the Company shall lapse, at
any time or during any period established by the Administrator.




     An Option may not be exercised for a fraction of a Share.



     An Option shall be deemed to be exercised when written notice of such exercise has been given
to the Company in accordance with the terms of the Option by the person entitled to exercise the
Option and the Company has received full payment for the Shares with respect to which the Option is
exercised. Full payment may, as authorized by the Board, consist of any consideration and method
of payment allowable under Section 8(b) of the Plan. Until the issuance (as evidenced by the
appropriate entry on the books of the Company or of a duly authorized transfer agent of the
Company) of the stock certificate evidencing such Shares, no right to vote or receive dividends or
any other rights as a shareholder shall exist with respect to the Optioned Stock, not withstanding
the exercise of the Option. The Company shall issue (or cause to be issued) such stock certificate
promptly upon exercise of the Option. No adjustment will be made for a dividend or other right for
which the record date is prior to the date the stock certificate is issued, except as provided in
Section 12 of the Plan.



     Exercise of an Option in any manner shall result in a decrease in the number of Shares that
thereafter may be available, both for purposes of the Plan and for sale under the Option, by the
number of Shares as to which the Option is exercised.



          (b) Termination of Employment or Consulting Relationship. Subject to Section 9(c)
below, in the event of termination of an Optionee’s Continuous Status as an Employee or Consultant
with the Company, such Optionee may, but only within three months (or such other period of time not
less than 30 days as is determined by the Administrator, with such determination in the case of an
Incentive Stock Option being made at the time of grant of the Option and not exceeding three
months) after the date of such termination (but in no event later than the expiration date of the
term of such Option as set forth in the Option Agreement), exercise his or her Option to the extent
that the Optionee was entitled to exercise it at the date of such termination. To the extent that
the Optionee was not entitled to exercise the Option at the date of such termination, or if the
Optionee does not exercise such Option to the extent so entitled within the time specified herein,
the Option shall terminate. No termination shall be deemed to occur and this Section 9(b) shall
not apply if (i) the Optionee is a Consultant who becomes an Employee, or (ii) the Optionee is an
Employee who becomes a Consultant.




          (c) Disability of Optionee.




                (i) Notwithstanding Section 9(b) above, in the event of termination of an Optionee’s
Continuous Status as an Employee or Consultant as a result of his or her total and




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permanent disability (within the meaning of Section 22(e)(3) of the Code), such Optionee may,
but only within twelve months from the date of such termination (but in no event later than the
expiration date of the term of such Option as set forth in the Option Agreement), exercise the
Option to the extent otherwise entitled to exercise it at the date of such termination. To the
extent that the Optionee was not entitled to exercise the Option at the date of termination, or if
the Optionee does not exercise such Option to the extent so entitled within the time specified
herein, the Option shall terminate.




                (ii) In the event of termination of an Optionee’s Continuous Status as an Employee or
Consultant as a result of a disability which does not fall within the meaning of total and
permanent disability (as set forth in Section 22(e)(3) of the Code), such Optionee may,
but only within six months from the date of such termination (but in no event later than the
expiration date of the term of such Option as set forth in the Option Agreement), exercise the
Option to the extent otherwise entitled to exercise it at the date of such termination. However,
to the extent that such Optionee fails to exercise an Option which is an Incentive Stock Option
(within the meaning of Section 422 of the Code) within three months of the date of such
termination, the Option will not qualify for Incentive Stock Option treatment under the Code. To
the extent that the Optionee was not entitled to exercise the Option at the date of termination, or
if the Optionee does not exercise such Option to the extent so entitled within six months from the
date of termination, the Option shall terminate.




          (d) Death of Optionee. In the event of the death of an Optionee during the period of
Continuous Status as an Employee or Consultant since the date of grant of the Option, or within 30
days following termination of the Optionee’s Continuous Status as an Employee or Consultant, the
Option may be exercised, at any time within six months following the date of death (but in no event
later than the expiration date of the term of such Option as set forth in the Option Agreement), by
such Optionee’s estate or by a person who acquired the right to exercise the Option by bequest or
inheritance, but only to the extent of the right to exercise that had accrued at the date of death
or, if earlier, the date of termination of the Optionee’ s Continuous Status as an Employee or
Consultant. To the extent that the Optionee was not entitled to exercise the Option at the date of
death or termination, as the case may be, or if the Optionee does not exercise such Option to the
extent so entitled within the time specified herein, the Option shall terminate.




          (e) Rule 16b-3. Options granted to Reporting Persons shall comply with Rule 16b-3 and
shall contain such additional conditions or restrictions as may be required thereunder to qualify
for the maximum exemption for Plan transactions.




     10. Stock Purchase Rights.



          (a) Rights to Purchase. Stock Purchase Rights may be issued either alone, in addition
to, or in tandem with other awards granted under the Plan and/or cash awards made outside of the
Plan. After the Administrator determines that it will offer Stock Purchase Rights under the Plan,
it shall advise the offeree in writing of the terms, conditions and restrictions related to the
offer, including the number of Shares that such person shall be entitled to purchase, the price to
be paid (which price shall not be less than 85% of the Fair Market Value of the




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Shares as of the date of the offer, or, in the case of a person owning stock representing more
than (10%) of the total combined voting power of all classes of stock of the Company or any Parent
or Subsidiary, the price shall not be less than (100%) of the Fair Market Value of the Shares as of
the date of the offer), and the time within which such person must accept such offer, which shall
in no event exceed 30 days from the date upon which the Administrator made the determination to
grant the Stock Purchase Right. The offer shall be accepted by execution of a Restricted Stock
Purchase Agreement in the form determined by the Administrator.




          (b) Repurchase Option. Unless the Administrator determines otherwise, the Restricted
Stock Purchase Agreement shall grant the Company a repurchase option exercisable upon the voluntary
or involuntary termination of the purchaser’s employment with the Company
for any reason (including death or disability). The purchase price for Shares repurchased pursuant
to the Restricted Stock Purchase Agreement shall be the original purchase price paid by the
purchaser and may be paid by cancellation of any indebtedness of the purchaser to the Company. The
repurchase option shall lapse at such rate as the Administrator may determine; provided, however,
that with respect to an Optionee who is not an officer, director or Consultant of the Company or of
any Parent or Subsidiary of the Company, it shall lapse at a minimum rate of 20% per year.




          (c) Other Provisions. The Restricted Stock Purchase Agreement shall contain such
other terms, provisions and conditions not inconsistent with the Plan as may be determined by the
Administrator in its sole discretion. In addition, the provisions of Restricted Stock Purchase
Agreements need not be the same with respect to each purchaser.




          (d) Rights as a Shareholder. Once the Stock Purchase Right is exercised, the
purchaser shall have the rights equivalent to those of a shareholder, and shall be a shareholder
when his or her purchase is entered upon the records of the duly authorized transfer agent of the
Company. No adjustment will be made for a dividend or other right for which the record date is
prior to the date the Stock Purchase Right is exercised, except as provided in Section 12 of the
Plan.




     11. Stock Withholding to Satisfy Withholding Tax Obligations. At the discretion of the Administrator,
Optionees may satisfy withholding obligations as
provided in this paragraph. When an Optionee incurs tax liability in connection with an Option or
Stock Purchase Right, which tax liability is subject to tax withholding under applicable tax laws,
and the Optionee is obligated to pay the Company an amount required to be withheld under applicable
tax laws, the Optionee may satisfy the withholding tax obligation by one or some combination of the
following methods: (a) by cash or check payment, (b) out of the Optionee’s current compensation,
(c) if permitted by the Administrator, in its discretion, by surrendering to the Company Shares
that (i) in the case of Shares previously acquired from the Company, have been owned by the
Optionee for more than six months on the date of surrender, and (ii) have a Fair Market Value on
the date of surrender equal to or less than the Optionee’ s marginal tax rate times the ordinary
income recognized, or (d) by electing to have the Company withhold from the Shares to be issued
upon exercise of the Option, or the Shares to be issued in connection with the Stock Purchase
Right, if any, that number of Shares having a Fair Market
Value equal to the amount required to be withheld. For this purpose, the fair market value of
the Shares to be



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withheld shall be determined on the date that the amount of tax to be withheld is to be determined
(the “Tax Date”).




     Any surrender by a Reporting Person of previously owned Shares to satisfy tax withholding
obligations arising upon exercise of this Option must comply with the applicable provisions of Rule
16b-3.



     All elections by an Optionee to have Shares withheld to satisfy tax withholding obligations
shall be made in writing in a form acceptable to the Administrator and shall be subject to the
following restrictions:



          (a) the election must be made on or prior to the applicable Tax Date;




          (b) once made, the election shall be irrevocable as to the particular Shares of the Option or
Stock Purchase Right as to which the election is made; and




          (c) all elections shall be subject to the consent or disapproval of the Administrator.




     In the event the election to have Shares withheld is made by an Optionee and the Tax Date is
deferred under Section 83 of the Code because no election is filed under Section 83(b) of the Code,
the Optionee shall receive the full number of Shares with respect to which the Option or Stock
Purchase Right is exercised but such Optionee shall be unconditionally obligated to tender back to
the Company the proper number of Shares on the Tax Date.



     12. Adjustments Upon Changes in Capitalization, Merger or Certain Other Transactions.



          (a) Changes in Capitalization. Subject to any required action by the shareholders of
the Company, the number of shares of Common Stock covered by each outstanding Option or Stock
Purchase Right, and the number of shares of Common Stock that have been authorized for issuance
under the Plan but as to which no Options or Stock Purchase Rights have yet been granted or that
have been returned to the Plan upon cancellation or expiration of an Option or Stock Purchase
Right, as well as the price per share of Common Stock covered by each such outstanding Option or
Stock Purchase Right, shall be proportionately adjusted for any increase or decrease in the number
of issued shares of Common Stock resulting from a stock split, reverse stock split, stock dividend,
combination, recapitalization or reclassification of the Common Stock, or any other increase or
decrease in the number of issued shares of Common Stock effected without receipt of consideration
by the Company; provided, however, that conversion of any convertible securities of the Company
shall not be deemed to have been “effected without receipt of consideration.” Such adjustment
shall be made by the Board, whose determination in that respect shall be final, binding and
conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock of
any class, or securities convertible into shares of stock of any class, shall affect, and no
adjustment by reason thereof shall be made with respect to, the number or price of shares of Common
Stock subject to an Option or Stock Purchase Right.




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          (b) Dissolution or Liquidation. In the event of the proposed dissolution or
liquidation of the Company, the Board shall notify the Optionee at least 15 days prior to such
proposed action. To the extent it has not been previously exercised, the Option or Stock Purchase
Right will terminate immediately prior to the consummation of such proposed action.




          (c) Merger or Sale of Assets. In the event of a proposed sale of all or substantially
all of the Company’s assets or a merger of the Company with or into another corporation where the
successor corporation issues its securities to the Company’s shareholders, each outstanding Option
or Stock Purchase Right shall be assumed or an equivalent option or right shall be substituted by
such successor corporation or a parent or subsidiary of such successor corporation, unless the
successor corporation does not agree to assume the Option or Stock Purchase Right or to substitute
an equivalent option or right, in which case such Option or Stock Purchase Right shall terminate
upon the consummation of the merger or sale of assets. For purposes of this Section 12(c), an
Option or a Stock Purchase Right shall be considered assumed, without limitation, if, at the time
of issuance of the stock or other consideration upon such merger or sale of assets, each holder of
an Option or a Stock Purchase Right would be entitled to receive upon exercise of the Option or
Stock Purchase Right the same number and kind of shares of stock or the same amount of property,
cash or securities as such holder would have been entitled to receive upon the occurrence of such
transaction if the holder had been, immediately prior to such transaction, the holder of the number
of Shares of Common Stock covered by the Option or the Stock Purchase Right at such time (after
giving effect to any adjustments in the number of Shares covered by the Option or Stock Purchase
Right as provided for in this Section 12).




          (d) Certain Distributions. In the event of any distribution to the Company’s
shareholders of securities of any other entity or other assets (other than dividends payable in
cash or stock of the Company) without receipt of consideration by the Company, the Administrator
may, in its discretion, appropriately adjust the price per share of Common Stock covered by each
outstanding Option or Stock Purchase Right to reflect the effect of such distribution.




     13. Non-Transferability of Options and Stock Purchase Rights. Options and Stock Purchase Rights may not be sold,
pledged, assigned, hypothecated,
transferred, or disposed of in any manner other than by will or by the laws of descent or
distribution and may be exercised or purchased during the lifetime of the Optionee or the holder of
Stock Purchase Rights only by the Optionee or the holder of Stock Purchase Rights.



     14. Time of Granting Options and Stock Purchase Rights. The date
of grant of an Option or Stock Purchase Right shall, for all purposes, be the date
on which the Administrator makes the determination granting such Option or Stock Purchase Right, or
such other date as is determined by the Board; provided, however, that in the case of any Incentive
Stock Option, the grant date shall be the later of the date on which the Administrator makes the
determination granting such Incentive Stock Option or the date of commencement of the Optionee’ s
employment relationship with the Company. Notice of the determination shall be given to each
Employee or Consultant to whom an Option or Stock Purchase Right is so granted within a reasonable
time after the date of such grant.



12









 





     15. Amendment and Termination of the Plan.



          (a) Authority to Amend or Terminate. The Board may at any time amend, alter, suspend
or discontinue the Plan, but no amendment, alteration, suspension or discontinuation shall be made
that would impair the rights of any Optionee under any grant theretofore made, without his or her
consent. In addition, to the extent necessary and desirable to comply with Rule 16b-3 or with
Section 422 of the Code (or any other applicable law or regulation, including the requirements of
any Stock Exchange), the Company shall obtain shareholder approval of any Plan amendment in such a
manner and to such a degree as required.




          (b) Effect of Amendment or Termination. No amendment or termination of the Plan shall
adversely affect Options already granted, unless mutually agreed otherwise between the Optionee and
the Board, which agreement must be in writing and signed by the Optionee and the Company.




     16. Conditions Upon Issuance of Shares. Shares shall not
be issued pursuant to the exercise of an Option or Stock Purchase Right
unless the exercise of such Option or Stock Purchase Right and the issuance and delivery of such
Shares pursuant thereto shall comply with all relevant provisions of law, including, without
limitation, the Securities Act of 1933, as amended, the Exchange Act, the rules and regulations
promulgated thereunder, and the requirements of any Stock Exchange.



     As a condition to the exercise of an Option, the Company may require the person exercising
such Option to represent and warrant at the time of any such exercise that the Shares are being
purchased only for investment and without any present intention to sell or distribute such Shares
if, in the opinion of counsel for the Company, such a representation is required by law.



     17. Reservation of Shares. The Company, during the term of this Plan, will at all times reserve and keep available
such number of Shares as shall be sufficient to satisfy the requirements of the Plan. The
inability of the Company to obtain authority from any regulatory body having jurisdiction, which
authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any
Shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or
sell such Shares as to which such requisite authority shall not have been obtained.



     18. Agreements. Options and Stock Purchase Rights shall be evidenced by written Option Agreements and
Restricted Stock Purchase Agreements, respectively, in such form(s) as the Administrator shall
approve from time to time.



     19. Shareholder Approval. Continuance of the Plan, as amended and restated on October 20, 2009, shall be subject to
approval by the shareholders of the Company within twelve months before or after the date
such amendment and restatement of the Plan is adopted. Such shareholder approval shall be
obtained in the degree and manner required under applicable state and federal law and the rules of
any Stock Exchange upon which the Common Stock is listed.



13









 





     20. Information
and Documents to Optionees and Purchasers. The Company
shall provide financial statements at least annually to each Optionee and to
each individual who acquired Shares pursuant to the Plan, during the period such Optionee or
purchaser has one or more Options or Stock Purchase Rights outstanding, and in the case of an
individual who acquired Shares pursuant to the Plan, during the period such individual owns such
Shares. The Company shall not be required to provide such information if the issuance of Options
or Stock Purchase Rights under the Plan is limited to key employees whose duties in connection with
the Company assure their access to equivalent information. In addition, at the time of issuance of
any securities under the Plan, the Company shall provide to the Optionee or the purchaser a copy of
the Plan and any agreement(s) pursuant to which securities granted under the Plan are issued.




14











 





FINANCIAL ENGINES, INC.




1998 STOCK PLAN




NOTICE OF STOCK OPTION GRANT




«Optionee»

«Address1»

«Address2»




     You have been granted an option to purchase Common Stock (“Common Stock”) of Financial
Engines, Inc. (the “Company”) as follows:



	 	 	 
	Board Approval Date:

	 	«BoardApprovDate»
	 
	 	 
	Date of Grant (Later of Board
Approval Date or Commencement
of Employment/Consulting):

	 	«GrantDate»
	 
	 	 
	Vesting Commencement Date:

	 	«VCD»
	 
	 	 
	Exercise Price Per Share:

	 	$«PriceperShare»
	 
	 	 
	Total Number of Shares Granted:

	 	«NoofShares»
	 
	 	 
	Total Exercise Price:

	 	$«TotalExercisePrice»
	 
	 	 
	Type of Option:

	 	Incentive Stock Option (“ISO”)
	 
	 	 
	Term/Expiration Date:

	 	«ExpirDate»
	 
	 	 
	Vesting Schedule:

	 	This option may be exercised, in whole or in part, in accordance
with the following schedule: 12/48 of the Shares subject to the
Option shall vest on the 12-month anniversary of the Vesting
Commencement Date and 1/48 of the total number of Shares
subject to the Option shall vest on the «VestingSchedule» of
each month thereafter.
	 
	 	 
	Termination Period:

	 	This Option may be exercised for three months after termination
of employment or consulting relationship except as set out in Sections
6 and 7 of the Stock Option Agreement (but in no event later than the
Expiration Date).






     By your signature and the signature of the Company’s representative below, you and the Company
agree that this Option is granted under and governed by the terms and conditions of the 1998 Stock
Plan and the Stock Option Agreement, both of which are attached and made a part of this document.



	 	 	 
	«Optionee»	 	FINANCIAL ENGINES, INC.
	 
	 	 
	                                                                      
          

	 	By:                                                             
                   
	Signature
	 	 
	 
	 	 
	                                                                      
          

	 	   Raymond J. Sims, Chief Financial Officer
	Print Name
	 	 






 









 






FINANCIAL ENGINES, INC.




1998 STOCK PLAN




NOTICE OF STOCK OPTION GRANT




«Optionee»

«Address1»

«Address2»




     You have been granted an option to purchase Common Stock (“Common Stock”) of Financial
Engines, Inc. (the “Company”) as follows:



	 	 	 
	Board Approval Date:

	 	«BoardApprovDate»
	 
	Date of Grant (Later of Board
Approval Date or Commencement
of Employment/Consulting):

	 	«GrantDate»
	 
	Vesting Commencement Date:

	 	«VCD»
	 
	Exercise Price Per Share:

	 	$«PriceperShare»
	 
	Total Number of Shares Granted:

	 	«NoofShares»
	 
	Total Exercise Price:

	 	$«TotalExercisePrice»
	 
	Type of Option:

	 	Incentive Stock Option (“ISO”)
	 
	 	 
	Term/Expiration Date:

	 	«ExpirDate»
	 
	Vesting Schedule:

	 	This grant shall vest as to 12/48th of the Total Number of Shares on
the 12-month anniversary of the Vesting Commencement Date
(“One Year Cliff”) and 1/48th of the Total Number of Shares on each monthly
anniversary date of the Vesting Commencement Date thereafter for so long as the
Optionee’s relationship with the Company has not terminated; provided that the One Year
Cliff shall not be applicable in the event (a) of a change in control and (b) Optionee
is involuntarily terminated without cause within 12 months of such change in control.
	 
	Termination Period:

	 	This Option may be exercised for three months
after termination of employment or
consulting relationship except as set out in Sections 6 and 7 of the Stock
Option Agreement (but in no event later than the Expiration Date).






     By your signature and the signature of the Company’s representative below, you and the Company
agree that this Option is granted under and governed by the terms and conditions of the 1998 Stock
Plan and the Stock Option Agreement, both of which are attached and made a part of this document.



	 	 	 
	«Optionee»	 	FINANCIAL ENGINES, INC.
	 
	 	 
	                                                                      
          

	 	By:              
                   
                   
                   
         
	Signature
	 	 
	 
	 	 
	                                                                      
          

	 	    Raymond J. Sims, Chief Financial Officer
	Print Name
	 	 






 









 






FINANCIAL ENGINES, INC.




1998 STOCK PLAN




STOCK OPTION AGREEMENT




     1. Grant of Option. Financial Engines, Inc., a California corporation (the
“Company”), hereby grants to «Optionee» (“Optionee”) an option (the
“Option”) to purchase a total number of shares of Common Stock (the “Shares”) set
forth in the Notice of Stock Option Grant, at the exercise price per share set forth in the Notice
of Stock Option Grant (the “Exercise Price”) subject to the terms, definitions and
provisions of the Financial Engines, Inc. 1998 Stock Plan (the “Plan”) adopted by the
Company, which is incorporated herein by reference. Unless otherwise defined herein, the terms
defined in the Plan shall have the same defined meanings in this Option.



     If designated an Incentive Stock Option, this Option is intended to qualify as an Incentive
Stock Option as defined in Section 422 of the Code.



     2. Exercise of Option. This Option shall be exercisable during its Term in accordance
with the Vesting Schedule set out in the Notice of Stock Option Grant and with the provisions of
Section 9 of the Plan as follows:



          (a) Right to Exercise.



               (i) This Option may be exercised in whole or in part at any time after the Date of Grant, as
to Shares which have not yet vested under the vesting schedule indicated on the Notice of Stock
Option Grant; provided, however, that Optionee shall execute as a condition to such
exercise of this Option, the Early Exercise Notice and Restricted Stock Purchase Agreement attached
hereto as Exhibit A (the “Early Exercise Agreement”). If Optionee chooses to
exercise this Option solely as to Shares which have vested under the vesting schedule indicated on
the Notice of Stock Option Grant, Optionee shall complete and execute the form of Exercise Notice
and Restricted Stock Purchase Agreement attached hereto as Exhibit B (the “Exercise
Agreement”). Notwithstanding the foregoing, the Company may in its discretion prescribe or
accept a different form of notice of exercise and/or stock purchase agreement if such forms are
otherwise consistent with this Agreement, the Plan and then-applicable law.



               (ii) This Option may not be exercised for a fraction of a share.



               (iii) In the event of Optionee’s death, disability or other termination of employment or
consulting relationship, the exercisability of the Option is governed by Sections 5, 6 and 7 below,
subject to the limitation contained in Section 2(a)(iv) below.



               (iv) In no event may this Option be exercised after the Expiration Date of this Option as set
forth in the Notice of Stock Option Grant.



 









 





          (b) Method of Exercise. This Option shall be exercisable by execution and delivery of
the Early Exercise Agreement or the Exercise Agreement, whichever is applicable, or of any other
written notice approved for such purpose by the Company which shall state the election to exercise
the Option, the number of Shares in respect of which the Option is being exercised, and such other
representations and agreements as to the holder’s investment intent with respect to such shares of
Common Stock as may be required by the Company pursuant to the provisions of the Plan. Such
written notice shall be signed by Optionee and shall be delivered in person or by certified mail to
the Secretary of the Company. The written notice shall be accompanied by payment of the Exercise
Price. This Option shall be deemed to be exercised upon receipt by the Company of such written
notice accompanied by the Exercise Price.



     No Shares will be issued pursuant to the exercise of an Option unless such issuance and such
exercise shall comply with all relevant provisions of applicable law, including the requirements of
any stock exchange upon which the Shares may then be listed. Assuming such compliance, for income
tax purposes the Shares shall be considered transferred to Optionee on the date on which the Option
is exercised with respect to such Shares.



     3. Method of Payment. Payment of the Exercise Price shall be by any of the following,
or a combination thereof, at the election of Optionee:



          (a) cash or check;



          (b) cancellation of outstanding indebtedness;



          (c) surrender of other shares of Common Stock of the Company which (i) in the case of Shares
acquired pursuant to the exercise of a Company option, have been owned by Optionee for more than 6
months on the date of surrender, and (ii) have a Fair Market Value on the date of surrender equal
to the Exercise Price of the Shares as to which the Option is being exercised; or



          (d) if there is a public market for the Shares and they are registered under the Exchange Act,
delivery of a properly executed exercise notice together with irrevocable instructions to a broker
to deliver promptly to the Company the amount of sale or loan proceeds required to pay the Exercise
Price.



     4. Restrictions on Exercise. This Option may not be exercised until such time as the
Plan has been approved by the shareholders of the Company, or if the issuance of such Shares upon
such exercise or the method of payment of consideration for such shares would constitute a
violation of any applicable federal or state securities or other law or regulation, including any
rule under Part 207 of Title 12 of the Code of Federal Regulations as promulgated by the Federal
Reserve Board. As a condition to the exercise of this Option, the Company may require Optionee to
make any representation and warranty to the Company as may be required by any applicable law or
regulation.



     5. Termination of Relationship. In the event of termination of Optionee’s Continuous
Status as an Employee or Consultant, Optionee may, to the extent otherwise so



-2-









 




entitled at the date of such termination (the “Termination Date”), exercise this
Option during the Termination Period set forth in the Notice of Stock Option Grant. To the extent
that Optionee was not entitled to exercise this Option at such Termination Date, or if Optionee
does not exercise this Option within the Termination Period, the Option shall terminate.




     6. Disability of Optionee.



          (a) Notwithstanding the provisions of Section 5 above, in the event of termination of
Optionee’s Continuous Status as an Employee or Consultant as a result of his or her total and
permanent disability (as defined in Section 22(e)(3) of the Code), Optionee may, but only within
twelve months from the Termination Date (but in no event later than the Expiration Date set forth
in the Notice of Stock Option Grant and in Section 9 below), exercise this Option to the extent he
or she was entitled to exercise it at such Termination Date. To the extent that Optionee was not
entitled to exercise the Option on the Termination Date, or if Optionee does not exercise such
Option to the extent so entitled within the time specified in this Section 6(a), the Option shall
terminate.



          (b) Notwithstanding the provisions of Section 5 above, in the event of termination of
Optionee’s consulting relationship or Continuous Status as an Employee as a result of a disability
not constituting a total and permanent disability (as set forth in Section 22(e)(3) of the Code),
Optionee may, but only within six months from the Termination Date (but in no event later than the
Expiration Date set forth in the Notice of Stock Option Grant and in Section 9 below), exercise the
Option to the extent Optionee was entitled to exercise it as of such Termination Date; provided,
however, that if this is an Incentive Stock Option and Optionee fails to exercise this Incentive
Stock Option within three months from the Termination Date, this Option will cease to qualify as an
Incentive Stock Option (as defined in Section 422 of the Code) and Optionee will be treated for
federal income tax purposes as having received ordinary income at the time of such exercise in an
amount generally measured by the difference between the Exercise Price for the Shares and the Fair
Market Value of the Shares on the date of exercise. To the extent that Optionee was not entitled
to exercise the Option at the Termination Date, or if Optionee does not exercise such Option to the
extent so entitled within the time specified in this Section 6(b), the Option shall terminate.



     7. Death of Optionee. In the event of the death of Optionee (a) during the Term of
this Option and while an Employee or Consultant of the Company and having been in Continuous Status
as an Employee or Consultant since the date of grant of the Option, or (b) within 30 days after
Optionee’s Termination Date, the Option may be exercised at any time within six months following
the date of death (but in no event later than the Expiration Date set forth in the Notice of Stock
Option Grant and in Section 9 below), by Optionee’s estate or by a person who acquired the right to
exercise the Option by bequest or inheritance, but only to the extent of the right to exercise that
had accrued at the Termination Date.



     8. Non-Transferability of Option. This Option may not be transferred in any manner
otherwise than by will or by the laws of descent or distribution and may be exercised during the
lifetime of Optionee only by him or her. The terms of this Option shall be binding upon the
executors, administrators, heirs, successors and assigns of Optionee.



-3-









 





     9. Term of Option. This Option may be exercised only within the Term set forth in the
Notice of Stock Option Grant, subject to the limitations set forth in Section 7 of the Plan.



     10. Tax Consequences. Set forth below is a brief summary as of the date of this
Option of certain of the federal and California tax consequences of exercise of this Option and
disposition of the Shares under the laws in effect as of the Date of Grant. THIS SUMMARY IS
NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. OPTIONEE SHOULD
CONSULT A TAX ADVISER BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE SHARES.



          (a) Exercise of Incentive Stock Option. If this Option qualifies as an Incentive
Stock Option, there will be no regular federal or California income tax liability upon the exercise
of the Option, although the excess, if any, of the Fair Market Value of the Shares on the date of
exercise over the Exercise Price will be treated as an adjustment to the alternative minimum tax
for federal tax purposes and may subject Optionee to the alternative minimum tax in the year of
exercise.



          (b) Exercise of Nonstatutory Stock Option. If this Option does not qualify as an
Incentive Stock Option, there may be a regular federal income tax liability and a California income
tax liability upon the exercise of the Option. Optionee will be treated as having received
compensation income (taxable at ordinary income tax rates) equal to the excess, if any, of the Fair
Market Value of the Shares on the date of exercise over the Exercise Price. If Optionee is an
employee, the Company will be required to withhold from Optionee’s compensation or collect from
Optionee and pay to the applicable taxing authorities an amount equal to a percentage of this
compensation income at the time of exercise.



          (c) Disposition of Shares. In the case of a Nonstatutory Stock Option, if Shares are
held for at least one year, any gain realized on disposition of the Shares will be treated as
long-term capital gain for federal and California income tax purposes. In the case of an Incentive
Stock Option, if Shares transferred pursuant to the Option are held for at least one year after
exercise and are disposed of at least two years after the Date of Grant, any gain realized on
disposition of the Shares will also be treated as long-term capital gain for federal and California
income tax purposes. In either case, the long-term capital gain will be taxed for federal income
tax and alternative minimum tax purposes at a maximum rate of 20% if the Shares are held more than
12 months after exercise. If Shares purchased under an Incentive Stock Option are disposed of
within one year after exercise or within two years after the Date of Grant, any gain realized on
such disposition will be treated as compensation income (taxable at ordinary income rates) to the
extent of the difference between the Exercise Price and the lesser of (i) the Fair Market Value of
the Shares on the date of exercise, or (ii) the sale price of the Shares.



          (d) Notice of Disqualifying Disposition of Incentive Stock Option Shares. If the
Option granted to Optionee herein is an Incentive Stock Option, and if Optionee sells or otherwise
disposes of any of the Shares acquired pursuant to the Incentive Stock Option on or before the
later of (i) the date two years after the Date of Grant, or (ii) the date one year after the date
of exercise, Optionee shall immediately notify the Company in writing of such disposition.
Optionee acknowledges and agrees that he or she may be subject to income tax withholding by



-4-









 




the Company on the compensation income recognized by Optionee from the early disposition by
payment in cash or out of the current earnings paid to Optionee.




     11. Withholding Tax Obligations. Optionee understands that, upon exercising a
Nonstatutory Stock Option, he or she will recognize income for tax purposes in an amount equal to
the excess of the then Fair Market Value of the Shares over the Exercise Price. However, the
timing of this income recognition may be deferred for up to six months if Optionee is subject to
Section 16 of the Exchange Act. If Optionee is an employee, the Company will be required to
withhold from Optionee’s compensation, or collect from Optionee and pay to the applicable taxing
authorities an amount equal to a percentage of this compensation income. Additionally, Optionee
may at some point be required to satisfy tax withholding obligations with respect to the
disqualifying disposition of an Incentive Stock Option. Optionee shall satisfy his or her tax
withholding obligation arising upon the exercise of this Option by one or some combination of the
following methods: (a) by cash payment, (b) out of Optionee’s current compensation, (c) if
permitted by the Administrator, in its discretion, by surrendering to the Company Shares which (i)
in the case of Shares previously acquired from the Company, have been owned by Optionee for more
than six months on the date of surrender, and (ii) have a Fair Market Value on the date of
surrender equal to or greater than Optionee’s marginal tax rate times the ordinary income
recognized, or (d) by electing to have the Company withhold from the Shares to be issued upon
exercise of the Option that number of Shares having a Fair Market Value equal to the amount
required to be withheld. For this purpose, the Fair Market Value of the Shares to be withheld
shall be determined on the date that the amount of tax to be withheld is to be determined (the
“Tax Date”).



     If Optionee is subject to Section 16 of the Exchange Act (an “Insider”), any surrender
of previously owned Shares to satisfy tax withholding obligations arising upon exercise of this
Option must comply with the applicable provisions of Rule 16b-3 promulgated under the Exchange Act
(“Rule 16b-3”).



     All elections by Optionee to have Shares withheld to satisfy tax withholding obligations shall
be made in writing in a form acceptable to the Administrator and shall be subject to the following
restrictions:



          (a) the election must be made on or prior to the applicable Tax Date;



          (b) once made, the election shall be irrevocable as to the particular Shares of the Option as
to which the election is made; and



          (c) all elections shall be subject to the consent or disapproval of the Administrator.



     12. Market Standoff Agreement. In connection with the initial public offering of the
Company’s securities and upon request of the Company or the underwriters managing such underwritten
offering of the Company’s securities, Optionee agrees not to sell, make any short sale of, loan,
grant any option for the purchase of, or otherwise dispose of any securities of the Company (other
than those included in the registration) without the prior written consent of the




-5-









 




Company or such underwriters, as the case may be, for such period of time (not to exceed 180
days) from the effective date of such registration as may be requested by the Company or such
managing underwriters and to execute an agreement reflecting the foregoing as may be requested by
the underwriters at the time of the Company’s initial public offering.




     13. Acceleration of Vesting upon Termination following Change of Control.



          (a) Acceleration of Vesting. If Optionee’s employment terminates as a result of
Involuntary Termination other than for Cause at any time within twelve months following a Change of
Control and if on the date of such termination some portion of the Shares are then still subject to
the Cliff Vesting Period described in the Notice of Grant, then, subject to Section 13(d) below,
the portion of the Shares then still subject to the Cliff Vesting Period shall automatically be
accelerated and become exerciseable to the extent of the number of full months of Optionee’s
employment beginning on the Vesting Commencement Date and ending on the effective date of
Optionee’s Involuntary Termination, as if such Cliff Vesting Period had not been in effect, 
provided, however, that if such potential vesting acceleration would cause a
contemplated Change of Control transaction that was intended to be accounted for as a
“pooling-of-interests” transaction to become ineligible for such accounting treatment under
generally accepted accounting principles, as determined by the Company’s independent public
accountants (the “Accountants”) prior to the Change of Control, the vesting of such Shares
shall not be so accelerated. By way of example, if an option has a vesting commencement date of
October 1, 1997, the original vesting schedule is that 1/4th of the total shares vest on the twelve
month anniversary of the vesting commencement date (which constitutes the cliff vesting period) and
1/48th of the total shares vest on the monthly anniversary of the vesting commencement date
thereafter, the Company is acquired on February 1, 1998 and optionee’s employment is terminated as
a result of Involuntary Termination other than for Cause on April 15, 1998, then the option in
question would automatically become exerciseable for 6/48ths of the total shares upon such
termination.



          (b) Definitions. The following terms used in this Option shall have the following
meanings:



               (i) Cause. “Cause” shall mean (1) gross negligence or willful misconduct in the
performance of the Optionee’s duties to the Company (2) repeated unexplained or unjustified absence
from the Company, (3) a material and willful violation of any federal or state law; (4) refusal or
failure to act in accordance with any specific direction or order of the Company, (5) commission of
any act of fraud with respect to the Company; or (6) conviction of a felony or a crime involving
moral turpitude causing material harm to the standing and reputation of the Company, in each case
as determined by the Board of Directors of the Company.



               (ii) Change of Control. “Change of Control” means the occurrence of any of the
following events:



                    (A) The shareholders of the Company approve an agreement for the sale of all or substantially
all of the assets of the Company; or



-6-









 





                    (B) The shareholders of the Company approve a merger or consolidation of the Company with any
other corporation, other than a merger or consolidation which would result in the voting securities
of the Company outstanding immediately prior thereto continuing to represent (either by remaining
outstanding or by being converted into voting securities of the surviving entity) at least fifty
percent (50%) of the total voting power represented by the voting securities of the Company or such
surviving entity outstanding immediately after such merger or consolidation.



               (iii) Involuntary Termination. “Involuntary Termination” shall mean (i) without the
Optionee’s express written consent, the significant reduction of the Optionee’s duties, authority
or responsibilities, relative to the Optionee’s duties, authority or responsibilities as in effect
immediately prior to such reduction, or the assignment to Optionee of such reduced duties,
authority or responsibilities; (ii) without the Optionee’s express written consent, a substantial
reduction, without good business reasons, of the facilities and prerequisites (including office
space and location) available to the Optionee immediately prior to such reduction; (iii) a
reduction by the Company in the base salary of the Optionee as in effect immediately prior to such
reduction other than an across-the-board salary reduction for all similar situated employees; (iv)
a material reduction by the Company in the kind or level of Optionee benefits, including bonuses,
to which the Optionee was entitled immediately prior to such reduction with the result that the
Optionee’s overall benefits package is significantly reduced; (v) the relocation of the Optionee to
a facility or a location more than fifty (50) miles from the Optionee’s then present location,
without the Optionee’s express written consent; (vi) any termination of the Optionee by the Company
which is not effected for disability or for Cause; (vii) the failure of the Company to obtain the
assumption of this Option by any successors contemplated in Section 13(c) below; or (viii) any act
or set of facts or circumstances which would, under California case law or statute, constitute a
constructive termination of the Optionee.



          (c) Company’s Successors. Any successor to the Company (whether direct or indirect
and whether by purchase, merger, consolidation, liquidation or otherwise) to all or substantially
all of the Company’s business and/or assets shall assume the obligations under this Option and
agree expressly to perform the obligations under this Option in the same manner and to the same
extent as the Company would be required to perform such obligations in the absence of a succession.
For all purposes under this Option, the term “Company” shall include any successor to the
Company’s business and/or assets which executes and delivers the assumption agreement described in
this Section 13(c) or which becomes bound by the terms of this Option by operation of law.



          (d) Limitation on Payments. In the event that the severance and other benefits
provided for in this Option or otherwise payable to the Optionee (i) constitute “parachute
payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended
(the “Code”), and (ii) but for this Section 13(d), would be subject to the excise tax
imposed by Section 4999 of the Code (or any corresponding provisions of state income tax law), then
the Optionee’s benefits under Section 13(a) shall be either



               (a) delivered in full, or



-7-









 





               (b) delivered as to such lesser extent which would result in no portion of such severance
benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing
amounts, taking into account the applicable federal, state and local income taxes and the excise
tax imposed by Section 4999, results in the receipt by the Optionee on an after-tax-basis, of the
greater amount of severance benefits, notwithstanding that all or some portion of such severance
benefits may be taxable under Section 4999 of the Code. Unless the Company and the Optionee
otherwise agree in writing, any determination required under this Section 13 shall be made in
writing by the Accountants, whose determination shall be conclusive and binding upon the Optionee
and the Company for all purposes. For purposes of making the calculations required by this Section
13, the Accountants may make reasonable assumptions and approximations concerning applicable taxes
and may rely on reasonable, good faith interpretations concerning the application of Sections 280G
and 4999 of the Code. The Company and the Optionee shall furnish to the Accountants such
information and documents as the Accountants may reasonably request in order to make a
determination under this Section. The Company shall bear all costs the Accountants may reasonably
incur in connection with any calculations contemplated by this Section 13. In the event that
subsection (a) above applies, then Optionee shall be responsible for any excise taxes imposed with
respect to such severance and other benefits. In the event that subsection (b) above applies, then
each benefit provided hereunder shall be proportionately reduced to the extent necessary to avoid
imposition of such excise taxes.



     14. Miscellaneous.



          (a) Governing Law. This Agreement and all acts and transactions pursuant hereto and
the rights and obligations of the parties hereto shall be governed, construed and interpreted in
accordance with the laws of the State of California, without giving effect to principles of
conflicts of law.



          (b) Entire Agreement; Enforcement of Rights. This Agreement sets forth the entire
agreement and understanding of the parties relating to the subject matter herein and merges all
prior discussions between them. No modification of or amendment to this Agreement, nor any waiver
of any rights under this Agreement, shall be effective unless in writing signed by the parties to
this Agreement. The failure by either party to enforce any rights under this Agreement shall not
be construed as a waiver of any rights of such party.



          (c) Severability. If one or more provisions of this Agreement are held to be
unenforceable under applicable law, the parties agree to renegotiate such provision in good
faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement
for such provision, then (i) such provision shall be excluded from this Agreement, (ii) the balance
of the Agreement shall be interpreted as if such provision were so excluded and (iii) the balance
of the Agreement shall be enforceable in accordance with its terms.



          (d) Construction. This Agreement is the result of negotiations between and has been
reviewed by each of the parties hereto and their respective counsel, if any; accordingly, this
Agreement shall be deemed to be the product of all of the parties hereto, and no ambiguity shall be
construed in favor of or against any one of the parties hereto.



-8-









 





          (e) Notices. Any notice required or permitted by this Agreement shall be in writing
and shall be deemed sufficient when delivered personally or sent by telegram or fax or 48 hours
after being deposited in the U.S. mail, as certified or registered mail, with postage prepaid, and
addressed to the party to be notified at such party’s address as set forth below or as subsequently
modified by written notice.



          (f) Counterparts. This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original and all of which together shall constitute one instrument.



          (g) Successors and Assigns. The rights and benefits of this Agreement shall inure to
the benefit of, and be enforceable by the Company’s successors and assigns. The rights and
obligations of Purchaser under this Agreement may only be assigned with the prior written consent
of the Company.



[Signature Page Follows]




-9-









 








     This Agreement may be executed in two or more counterparts, each of which shall be deemed an
original and all of which together shall constitute one document.



	 	 	 	 	 	 	 
	 	 	FINANCIAL ENGINES, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:
	 	     Raymond J. Sims	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:
	 	     Chief Financial Officer	 	 





OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE OPTION HEREOF IS EARNED
ONLY BY CONTINUING CONSULTANCY OR EMPLOYMENT AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF
BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER). OPTIONEE FURTHER
ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AGREEMENT, NOR IN THE COMPANY’S STOCK PLAN WHICH IS
INCORPORATED HEREIN BY REFERENCE, SHALL CONFER UPON OPTIONEE ANY RIGHT WITH RESPECT TO CONTINUATION
OF EMPLOYMENT OR CONSULTANCY BY THE COMPANY, NOR SHALL IT INTERFERE IN ANY WAY WITH OPTIONEE’S
RIGHT OR THE COMPANY’S RIGHT TO TERMINATE OPTIONEE’S EMPLOYMENT OR CONSULTANCY AT ANY TIME, WITH OR
WITHOUT CAUSE.




     Optionee acknowledges receipt of a copy of the Plan and represents that he or she is familiar
with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms
and provisions thereof. Optionee has reviewed the Plan and this Option in their entirety, has had
an opportunity to obtain the advice of counsel prior to executing this Option and fully understands
all provisions of the Option. Optionee hereby agrees to accept as binding, conclusive and final
all decisions or interpretations of the Administrator upon any questions arising under the Plan or
this Option.



	 	 	 
	Dated:                                                             

	 	              
                   
                   
                   
         
	 

	 	«Optionee»






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EXHIBIT A




FINANCIAL ENGINES, INC.




1998 STOCK PLAN




EARLY EXERCISE NOTICE AND RESTRICTED STOCK PURCHASE AGREEMENT




     This Agreement (“Agreement”) is made as of                     , by and between Financial
Engines, Inc., a California corporation (the “Company”), and «Optionee»
(“Purchaser”). To the extent any capitalized terms used in this Agreement are not defined,
they shall have the meaning ascribed to them in the 1998 Stock Plan.



     1. Exercise of Option. Subject to the terms and conditions hereof, Purchaser hereby
elects to exercise his or her option to purchase                      shares of the Common Stock (the
“Shares”) of the Company under and pursuant to the Company’s Plan and the Stock Option
Agreement dated                      (the “Option Agreement”). Of these Shares, Purchaser has
elected to purchase those Shares which have become vested as of the date hereof under the Vesting
Schedule set forth in the Notice of Stock Option Grant (the “Vested Shares”) and, to the
extent the number of Shares exercised exceeds the number of Vested Shares, Shares which have not
yet vested under such Vesting Schedule (the “Unvested Shares”). The purchase price for the
Shares shall be $                     per Share for a total purchase price of $                    . The term
“Shares” refers to the purchased Shares and all securities received in replacement of the
Shares or as stock dividends or splits, all securities received in replacement of the Shares in a
recapitalization, merger, reorganization, exchange or the like, and all new, substituted or
additional securities or other properties to which Purchaser is entitled by reason of Purchaser’s
ownership of the Shares.



     2. Time and Place of Exercise. The purchase and sale of the Shares under this
Agreement shall occur at the principal office of the Company simultaneously with the execution and
delivery of this Agreement in accordance with the provisions of Section 2(b) of the Option
Agreement. On such date, the Company will deliver to Purchaser a certificate representing the
Shares to be purchased by Purchaser (which shall be issued in Purchaser’s name) against payment of
the purchase price therefor by Purchaser by (a) check made payable to the Company, (b) cancellation
of indebtedness of the Company to Purchaser, (c) delivery of shares of the Common Stock of the
Company in accordance with Section 3 of the Option Agreement, or (d) a combination of the
foregoing.



     3. Limitations on Transfer. In addition to any other limitation on transfer created
by applicable securities laws, Purchaser shall not assign, encumber or dispose of any interest in
the Shares while the Shares are subject to the Company’s Repurchase Option (as defined below).
After any Shares have been released from such Repurchase Option, Purchaser shall not assign,
encumber or dispose of any interest in such Shares except in compliance with the provisions below
and applicable securities laws.



 









 





          (a) Repurchase Option.



               (i) In the event of the voluntary or involuntary termination of Purchaser’s employment or
consulting relationship with the Company for any reason (including death or disability), with or
without cause, the Company shall upon the date of such termination (the “Termination Date”)
have an irrevocable, exclusive option (the “Repurchase Option”) for a period of 60 days
from such date to repurchase all or any portion of the Unvested Shares held by Purchaser as of the
Termination Date which have not yet been released from the Company’s Repurchase Option at the
original purchase price per Share specified in Section 1 (adjusted for any stock splits, stock
dividends and the like).



               (ii) The Repurchase Option shall be exercised by the Company by written notice to Purchaser or
Purchaser’s executor and, at the Company’s option, (A) by delivery to Purchaser or Purchaser’s
executor with such notice of a check in the amount of the purchase price for the Shares being
purchased, or (B) in the event Purchaser is indebted to the Company, by cancellation by the Company
of an amount of such indebtedness equal to the purchase price for the Shares being repurchased, or
(C) by a combination of (A) and (B) so that the combined payment and cancellation of indebtedness
equals such purchase price. Upon delivery of such notice and payment of the purchase price in any
of the ways described above, the Company shall become the legal and beneficial owner of the Shares
being repurchased and all rights and interest therein or related thereto, and the Company shall
have the right to transfer to its own name the number of Shares being repurchased by the Company,
without further action by Purchaser.



               (iii) One hundred percent (100%) of the Unvested Shares shall initially be subject to the
Repurchase Option. The Unvested Shares shall be released from the Repurchase Option in accordance
with the Vesting Schedule set forth in the Notice of Stock Option Grant until all Shares are
released from the Repurchase Option. Fractional shares shall be rounded to the nearest whole
share.



          (b) Right of First Refusal. Before any Shares held by Purchaser or any transferee of
Purchaser (either being sometimes referred to herein as the “Holder”) may be sold or
otherwise transferred (including transfer by gift or operation of law), the Company or its
assignee(s) shall have a right of first refusal to purchase the Shares on the terms and conditions
set forth in this Section 3(b) (the “Right of First Refusal”).



               (i) Notice of Proposed Transfer. The Holder of the Shares shall deliver to the
Company a written notice (the “Notice”) stating: (i) the Holder’s bona fide intention to
sell or otherwise transfer such Shares; (ii) the name of each proposed purchaser or other
transferee (“Proposed Transferee”); (iii) the number of Shares to be transferred to each
Proposed Transferee; and (iv) the terms and conditions of each proposed sale or transfer. The
Holder shall offer the Shares at the same price (the “Offered Price”) and upon the same
terms (or terms as similar as reasonably possible) to the Company or its assignee(s).



               (ii) Exercise of Right of First Refusal. At any time within thirty 30 days after
receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice



-2-









 




to the Holder, elect to purchase all, but not less than all, of the Shares proposed to be
transferred to any one or more of the Proposed Transferees, at the purchase price determined in
accordance with subsection (iii) below.




               (iii) Purchase Price. The purchase price (“Purchase Price”) for the Shares
purchased by the Company or its assignee(s) under this Section 3(b) shall be the Offered Price. If
the Offered Price includes consideration other than cash, the cash equivalent value of the non-cash
consideration shall be determined by the Board of Directors of the Company in good faith.



               (iv) Payment. Payment of the Purchase Price shall be made, at the option of the
Company or its assignee(s), in cash (by check), by cancellation of all or a portion of any
outstanding indebtedness of the Holder to the Company (or, in the case of repurchase by an
assignee, to the assignee), or by any combination thereof within 30 days after receipt of the
Notice or in the manner and at the times set forth in the Notice.



               (v) Holder’s Right to Transfer. If all of the Shares proposed in the Notice to be
transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s)
as provided in this Section 3(b), then the Holder may sell or otherwise transfer such Shares to
that Proposed Transferee at the Offered Price or at a higher price, provided that such sale or
other transfer is consummated within 60 days after the date of the Notice and provided further that
any such sale or other transfer is effected in accordance with any applicable securities laws and
the Proposed Transferee agrees in writing that the provisions of this Section 3 shall continue to
apply to the Shares in the hands of such Proposed Transferee. If the Shares described in the
Notice are not transferred to the Proposed Transferee within such period, or if the Holder proposes
to change the price or other terms to make them more favorable to the Proposed Transferee, a new
Notice shall be given to the Company, and the Company and/or its assignees shall again be offered
the Right of First Refusal before any Shares held by the Holder may be sold or otherwise
transferred.



               (vi) Exception for Certain Family Transfers. Anything to the contrary contained in
this Section 3(b) notwithstanding, the transfer of any or all of the Shares during Purchaser’s
lifetime or on Purchaser’s death by will or intestacy to Purchaser’s Immediate Family (as defined
below) or a trust for the benefit of Purchaser’s Immediate Family shall be exempt from the
provisions of this Section 3(b). “Immediate Family” as used herein shall mean spouse,
lineal descendant or antecedent, father, mother, brother or sister. In such case, the transferee
or other recipient shall receive and hold the Shares so transferred subject to the provisions of
this Section, and there shall be no further transfer of such Shares except in accordance with the
terms of this Section 3.



          (c) Involuntary Transfer.



               (i) Company’s Right to Purchase upon Involuntary Transfer. In the event, at any time
after the date of this Agreement, of any transfer by operation of law or other involuntary transfer
(including divorce or death, but excluding, in the event of death, a transfer to Immediate Family
as set forth in Section 3(b)(vi) above) of all or a portion of the



-3-












 




Shares by the record holder thereof, the Company shall have the right to purchase all of the
Shares transferred at the greater of the purchase price paid by Purchaser pursuant to this
Agreement or the Fair Market Value of the Shares on the date of transfer. Upon such a transfer,
the person acquiring the Shares shall promptly notify the Secretary of the Company of such
transfer. The right to purchase such Shares shall be provided to the Company for a period of 30
days following receipt by the Company of written notice by the person acquiring the Shares.




               (ii) Price for Involuntary Transfer. With respect to any stock to be transferred
pursuant to Section 3(c)(i), the price per Share shall be a price set by the Board of Directors of
the Company that will reflect the current value of the stock in terms of present earnings and
future prospects of the Company. The Company shall notify Purchaser or his or her executor of the
price so determined within 30 days after receipt by it of written notice of the transfer or
proposed transfer of Shares. However, if the Purchaser does not agree with the valuation as
determined by the Board of Directors of the Company, the Purchaser shall be entitled to have the
valuation determined by an independent appraiser to be mutually agreed upon by the Company and the
Purchaser and whose fees shall be borne equally by the Company and the Purchaser.



          (d) Assignment. The right of the Company to purchase any part of the Shares may be
assigned in whole or in part to any shareholder or shareholders of the Company or other persons or
organizations; provided, however, that an assignee, other than a corporation that is the Parent or
a 100% owned Subsidiary of the Company, must pay the Company, upon assignment of such right, cash
equal to the difference between the original purchase price and Fair Market Value, if the original
purchase price is less than the Fair Market Value of the Shares subject to the assignment.



          (e) Restrictions Binding on Transferees. All transferees of Shares or any interest
therein will receive and hold such Shares or interest subject to the provisions of this Agreement,
including, insofar as applicable, the Repurchase Option. Any sale or transfer of the Shares shall
be void unless the provisions of this Agreement are satisfied.



          (f) Termination of Rights. The Right of First Refusal and the Company’s right to
repurchase the Shares in the event of an involuntary transfer pursuant to Section 3(c) above shall
terminate upon the first sale of Common Stock of the Company to the general public pursuant to a
registration statement filed with and declared effective by the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the “Securities Act”).



          (g) Market Standoff Agreement. In connection with the initial public offering of the
Company’s securities and upon request of the Company or the underwriters managing such underwritten
offering of the Company’s securities, Purchaser agrees not to sell, make any short sale of, loan,
grant any option for the purchase of, or otherwise dispose of any securities of the Company (other
than those included in the registration) without the prior written consent of the Company or such
underwriters, as the case may be, for such period of time (not to exceed 180 days) from the
effective date of such registration as may be requested by the Company or such managing
underwriters and to execute an agreement reflecting the foregoing as may be requested by the
underwriters at the time of the Company’s initial public offering.





-4-









 





     4. Escrow of Unvested Shares. For purposes of facilitating the enforcement of the
provisions of Section 3 above, Purchaser agrees, immediately upon receipt of the certificate(s)
for the Shares subject to the Repurchase Option, to deliver such certificate(s), together with an
Assignment Separate from Certificate in the form attached to this Agreement as Attachment A
executed by Purchaser and by Purchaser’s spouse (if required for transfer), in blank, to the
Secretary of the Company, or the Secretary’s designee, to hold such certificate(s) and Assignment
Separate from Certificate in escrow and to take all such actions and to effectuate all such
transfers and/or releases as are in accordance with the terms of this Agreement. Purchaser hereby
acknowledges that the Secretary of the Company, or the Secretary’s designee, is so appointed as the
escrow holder with the foregoing authorities as a material inducement to make this Agreement and
that said appointment is coupled with an interest and is accordingly irrevocable. Purchaser agrees
that said escrow holder shall not be liable to any party hereof (or to any other party). The
escrow holder may rely upon any letter, notice or other document executed by any signature
purported to be genuine and may resign at any time. Purchaser agrees that if the Secretary of the
Company, or the Secretary’s designee, resigns as escrow holder for any or no reason, the Board of
Directors of the Company shall have the power to appoint a successor to serve as escrow holder
pursuant to the terms of this Agreement.



     5. Investment and Taxation Representations. In connection with the purchase of the
Shares, Purchaser represents to the Company the following:



          (a) Purchaser is aware of the Company’s business affairs and financial condition and has
acquired sufficient information about the Company to reach an informed and knowledgeable decision
to acquire the Shares. Purchaser is purchasing the Shares for investment for his or her own
account only and not with a view to, or for resale in connection with, any “distribution” thereof
within the meaning of the Securities Act.



          (b) Purchaser understands that the Shares have not been registered under the Securities Act by
reason of a specific exemption therefrom, which exemption depends upon, among other things, the
bona fide nature of Purchaser’s investment intent as expressed herein.



          (c) Purchaser understands that the Shares are “restricted securities” under applicable U.S.
federal and state securities laws and that, pursuant to these laws, Purchaser must hold the Shares
indefinitely unless they are registered with the Securities and Exchange Commission and qualified
by state authorities, or an exemption from such registration and qualification requirements is
available. Purchaser acknowledges that the Company has no obligation to register or qualify the
Shares for resale. Purchaser further acknowledges that if an exemption from registration or
qualification is available, it may be conditioned on various requirements including, but not
limited to, the time and manner of sale, the holding period for the Shares, and requirements
relating to the Company which are outside of the Purchaser’s control, and which the Company is
under no obligation and may not be able to satisfy.



          (d) Purchaser understands that Purchaser may suffer adverse tax consequences as a result of
Purchaser’s purchase or disposition of the Shares. Purchaser represents that Purchaser has
consulted any tax consultants Purchaser deems advisable in connection with the



-5-









 




purchase or
disposition of the Shares and that Purchaser is not relying on the Company for any tax advice.



     6. Restrictive Legends and Stop-Transfer Orders.



          (a) Legends. The certificate or certificates representing the Shares shall bear the
following legends (as well as any legends required by applicable state and federal corporate and
securities laws):




	 	(i)	 	THE SHARES REPRESENTED BY THIS
CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A
VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION
THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT
AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN
OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT
SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF
1933.
	 
	 	(ii)	 	THE SHARES REPRESENTED BY THIS
CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE
TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE SHAREHOLDER,
A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.





          (b) Stop-Transfer Notices. Purchaser agrees that, in order to ensure compliance with
the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions
to its transfer agent, if any, and that, if the Company transfers its own securities, it may make
appropriate notations to the same effect in its own records.



          (c) Refusal to Transfer. The Company shall not be required (i) to transfer on its
books any Shares that have been sold or otherwise transferred in violation of any of the provisions
of this Agreement or (ii) to treat as owner of such Shares or to accord the right to vote or pay
dividends to any purchaser or other transferee to whom such Shares shall have been so transferred.



          (d) Removal of Legend. When all of the following events have occurred, the Shares
then held by Purchaser will no longer be subject to the legend referred to in Section 6(a)(ii):
(i) the termination of the Right of First Refusal; (ii) the expiration or termination of the market
standoff provisions of Section 3(g) (and of any agreement entered pursuant to Section 3(g)); and
(iii) the expiration or exercise in full of the Repurchase Option. After such time, and



-6-









 





upon
Purchaser’s request, a new certificate or certificates representing the Shares not repurchased
shall be issued without the legend referred to in Section 6(a)(ii), and delivered to Purchaser.


     7. No Employment Rights. Nothing in this Agreement shall affect in any manner
whatsoever the right or power of the Company, or a Parent or Subsidiary of the Company, to
terminate Purchaser’s employment or consulting relationship, for any reason, with or without cause.



     8. Section 83(b) Election. Purchaser understands that Section 83(a) of the Internal
Revenue Code of 1986, as amended (the “Code”), taxes as ordinary income for a Nonstatutory
Stock Option and as alternative minimum taxable income for an Incentive Stock Option the difference
between the amount paid for the Shares and the Fair Market Value of the Shares as of the date any
restrictions on the Shares lapse. In this context, “restriction” means the right of the
Company to buy back the Shares pursuant to the Repurchase Option set forth in Section 3(a) of this
Agreement. Purchaser understands that Purchaser may elect to be taxed at the time the Shares are
purchased, rather than when and as the Repurchase Option expires, by filing an election under
Section 83(b) (an “83(b) Election”) of the Code with the Internal Revenue Service within 30
days from the date of purchase. Even if the Fair Market Value of the Shares at the time of the
execution of this Agreement equals the amount paid for the Shares, the election must be made to
avoid income and alternative minimum tax treatment under Section 83(a) in the future. Purchaser
understands that failure to file such an election in a timely manner may result in adverse tax
consequences for Purchaser. Purchaser further understands that an additional copy of such election
form should be filed with his or her federal income tax return for the calendar year in which the
date of this Agreement falls. Purchaser acknowledges that the foregoing is only a summary of the
effect of United States federal income taxation with respect to purchase of the Shares hereunder,
and does not purport to be complete. Purchaser further acknowledges that the Company has directed
Purchaser to seek independent advice regarding the applicable provisions of the Code, the income
tax laws of any municipality, state or foreign country in which Purchaser may reside, and the tax
consequences of Purchaser’s death.



     Purchaser agrees that he or she will execute and deliver to the Company with this executed
Agreement a copy of the Acknowledgment and Statement of Decision Regarding Section 83(b) Election
(the “Acknowledgment”) attached hereto as Attachment B. Purchaser further agrees
that he or she will execute and submit with the Acknowledgment a copy of the 83(b) Election
attached hereto as Attachment C if Purchaser has indicated in the Acknowledgment his or her
decision to make such an election.



     9. Miscellaneous.



          (a) Governing Law. This Agreement and all acts and transactions pursuant hereto and
the rights and obligations of the parties hereto shall be governed, construed and interpreted in
accordance with the laws of the State of California, without giving effect to principles of
conflicts of law.



          (b) Entire Agreement; Enforcement of Rights. This Agreement sets forth the entire
agreement and understanding of the parties relating to the subject matter herein and


-7-









 







merges all
prior discussions between them. No modification of or amendment to this Agreement, nor any waiver
of any rights under this Agreement, shall be effective unless in
writing signed by the parties to this Agreement. The failure by either party to enforce any rights
under this Agreement shall not be construed as a waiver of any rights of such party.



          (c) Severability. If one or more provisions of this Agreement are held to be
unenforceable under applicable law, the parties agree to renegotiate such provision in good
faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement
for such provision, then (i) such provision shall be excluded from this Agreement, (ii) the balance
of the Agreement shall be interpreted as if such provision were so excluded and (iii) the balance
of the Agreement shall be enforceable in accordance with its terms.



          (d) Construction. This Agreement is the result of negotiations between and has been
reviewed by each of the parties hereto and their respective counsel, if any; accordingly, this
Agreement shall be deemed to be the product of all of the parties hereto, and no ambiguity shall be
construed in favor of or against any one of the parties hereto.



          (e) Notices. Any notice required or permitted by this Agreement shall be in writing
and shall be deemed sufficient when delivered personally or sent by telegram or fax or 48 hours
after being deposited in the U.S. mail, as certified or registered mail, with postage prepaid, and
addressed to the party to be notified at such party’s address as set forth below or as subsequently
modified by written notice.



          (f) Counterparts. This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original and all of which together shall constitute one instrument.



          (g) Successors and Assigns. The rights and benefits of this Agreement shall inure to
the benefit of, and be enforceable by the Company’s successors and assigns. The rights and
obligations of Purchaser under this Agreement may only be assigned with the prior written consent
of the Company.



          (h) California Corporate Securities Law. THE SALE OF THE SECURITIES WHICH ARE THE
SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE
OF CALIFORNIA AND THE ISSUANCE OF THE SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE
CONSIDERATION THEREFOR PRIOR TO THE QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS
EXEMPT FROM QUALIFICATION BY SECTION 25100, 25102 OR 25105 OF THE CALIFORNIA CORPORATIONS CODE.
THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON THE QUALIFICATION BEING
OBTAINED, UNLESS THE SALE IS SO EXEMPT.



[Signature Page Follows]




-8-









 








     The parties have executed this Agreement as of the date first set forth above.



	 	 	 	 	 
	 	 	COMPANY:
	 
	 	 	 	 
	 	 	FINANCIAL ENGINES, INC.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	 	 	(print)
	 
	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	1804 Embarcadero Road, Suite 200
Palo Alto, CA 94303
	 
	 	 	 	 
	 	 	PURCHASER:
	 
	 	 	 	 
	 	 	«OPTIONEE»
	 
	 	 	 	 
	 	 	 
	 	 	(Signature)
	 
	 	 	 	 
	 	 	 
	 	 	(Print Name)
	 
	 	 	 	 
	 	 	Address:
	 
	 	 	 	 
	 	 	«Address1»
«Address2»





I,                                         , spouse of «Optionee», have read and hereby approve the foregoing
Agreement. In consideration of the Company’s granting my spouse the right to purchase the Shares
as set forth in the Agreement, I hereby agree to be bound irrevocably by the Agreement and further
agree that any community property or similar interest that I may have in the Shares shall hereby be
similarly bound by the Agreement. I hereby appoint my spouse as my attorney-in-fact with respect
to any amendment or exercise of any rights under the Agreement.




	 	 	 
	 

	 	 
	 

	 	Spouse of «Optionee»






-9-









 






ATTACHMENT A




ASSIGNMENT SEPARATE FROM CERTIFICATE




          FOR VALUE RECEIVED and pursuant to that certain Early Exercise Notice and Restricted Stock
Purchase Agreement between the undersigned (“Purchaser”) and Financial Engines, Inc. (the
“Company”) dated                                         ,                      (the “Agreement”), Purchaser hereby sells,
assigns and transfers unto the Company                                          (                    ) shares of the Common
Stock of the Company, standing in Purchaser’s name on the books of the Company and represented by
Certificate No.                     , and does hereby irrevocably constitute and appoint
                                         to transfer said stock on the books of the Company with full power of
substitution in the premises. THIS ASSIGNMENT MAY ONLY BE USED AS AUTHORIZED BY THE AGREEMENT AND
THE ATTACHMENTS THERETO.



Dated:                     , 19     .



	 	 	 
	 

	 	Signature:
	 
	 	 
	 

	 	 
	 

	 	«Optionee»
	 
	 	 
	 

	 	 
	 

	 	Spouse of «Optionee» (if applicable)





Instruction: Please do not fill in any blanks other than the signature line. The purpose of this
assignment is to enable the Company to exercise its Repurchase Option set forth in the Agreement
without requiring additional signatures on the part of Purchaser.





 









 








ATTACHMENT B




ACKNOWLEDGMENT AND STATEMENT OF DECISION 

REGARDING SECTION 83(b) ELECTION




     The undersigned (which term includes the undersigned’s spouse), a purchaser of                     
shares of Common Stock of Financial Engines, Inc., a California corporation (the “Company”)
by exercise of an option (the “Option”) granted pursuant to the Company’s 1998 Stock Plan
(the “Plan”), hereby states as follows:



     1. The undersigned acknowledges receipt of a copy of the Plan relating to the offering of such
shares. The undersigned has carefully reviewed the Plan and the option agreement pursuant to which
the Option was granted.



     2. The undersigned either [check and complete as applicable]:




	 	(a)	 ___ 	has consulted, and has been fully advised by, the undersigned’s own tax
advisor,                                                             , whose business address is             
                                                ,
regarding the federal, state and local tax consequences of purchasing shares under the
Plan, and particularly regarding the advisability of making elections pursuant to
Section 83(b) of the Internal Revenue Code of 1986, as amended (the “Code”) and
pursuant to the corresponding provisions, if any, of applicable state law; or






	 	(b)	 ___ 	has knowingly chosen not to consult such a tax advisor.





     3. The undersigned hereby states that the undersigned has decided [check as applicable]:




	 	(a)	 ___ 	to make an election pursuant to Section 83(b) of the Code, and is
submitting to the Company, together with the undersigned’s executed Early Exercise
Notice and Restricted Stock Purchase Agreement, an executed form entitled “Election
Under Section 83(b) of the Internal Revenue Code of 1986;”






	 	(b)	 ___ 	not to make an election pursuant to Section 83(b) of the Code.





     4. Neither the Company nor any subsidiary or representative of the Company has made any
warranty or representation to the undersigned with respect to the tax consequences of the
undersigned’s purchase of shares under the Plan or of the making or failure to make an election
pursuant to Section 83(b) of the Code or the corresponding provisions, if any, of applicable state
law.



	 	 	 	 	 	 	 
	Date:
	 	 	 	 	 	 
	 

	 	 
	 	 	 	 
	 

	 	 	 	 	 	«Optionee»
	 
	 	 	 	 	 	 
	Date:
	 	 	 	 	 	 
	 

	 	 
	 	 	 	 
	 

	 	 	 	 	 	Spouse of «Optionee»






 









 






ATTACHMENT C




ELECTION UNDER SECTION 83(b)

OF THE INTERNAL REVENUE CODE OF 1986




     The undersigned taxpayer hereby elects, pursuant to Section 83(b) of the Internal Revenue
Code, to include in taxpayer’s gross income or alternate minimum taxable income, as applicable, for
the current taxable year, the amount of any compensation taxable to taxpayer in connection with
taxpayer’s receipt of the property described below:




	1.	 	The name, address, taxpayer identification number and taxable year of the undersigned
are as follows:
	 
	 	 	NAME OF TAXPAYER:                «Optionee»
	 
	 	 	NAME OF SPOUSE:                                         
	 
	 	 	ADDRESS:                                      «Address1»

                                                         «Address2»
	 
	 	 	IDENTIFICATION NO. OF TAXPAYER:                     
	 
	 	 	IDENTIFICATION NO. OF SPOUSE:                     
	 
	 	 	TAXABLE YEAR:                     






	2.	 	The property with respect to which the election is made is described as follows:
	 
	 	 	                     shares of the Common Stock $0.0001 par value, of Financial Engines,
Inc., a California corporation (the “Company”).






	3.	 	The date on which the property was transferred is:                     
	 
	4.	 	The property is subject to the following restrictions:
	 
	 	 	Repurchase option at cost in favor of the Company upon termination of taxpayer’s
employment or consulting relationship.
	 
	5.	 	The fair market value at the time of transfer, determined without regard to any
restriction other than a restriction which by its terms will never lapse, of such
property is: $                     
	 
	6.	 	The amount (if any) paid for such property: $                     




The undersigned has submitted a copy of this statement to the person for whom the services were
performed in connection with the undersigned’s receipt of the above-described property. The
transferee of such property is the person performing the services in connection with the transfer
of said property.



The undersigned understands that the foregoing election may not be revoked except with the
consent of the Commissioner.




	 	 	 	 	 	 	 
	Dated:
	 	 	 	 	 	 
	 

	 	 
	 	 	 	 
	 

	 	 	 	 	 	«Optionee»
	 
	 	 	 	 	 	 
	Dated:
	 	 	 	 	 	 
	 

	 	 
	 	 	 	 
	 

	 	 	 	 	 	Spouse of «Optionee»






 









 






EXHIBIT B




FINANCIAL ENGINES, INC.




1998 STOCK PLAN




EXERCISE NOTICE AND RESTRICTED STOCK PURCHASE AGREEMENT




     This Agreement (“Agreement”) is made as of                     , by and between Financial
Engines, Inc., a California corporation (the “Company”), and «Optionee»
(“Purchaser”). To the extent any capitalized terms used in this Agreement are not defined,
they shall have the meaning ascribed to them in the 1998 Stock Plan.



     1. Exercise of Option. Subject to the terms and conditions hereof, Purchaser hereby
elects to exercise his or her option to purchase                      shares of the Common Stock (the
“Shares”) of the Company under and pursuant to the Company’s 1998 Stock Plan (the
“Plan”) and the Stock Option Agreement dated                     , (the “Option
Agreement”). The purchase price for the Shares shall be $«PriceperShare» per Share for a total
purchase price of $                    . The term “Shares” refers to the purchased Shares and
all securities received in replacement of the Shares or as stock dividends or splits, all
securities received in replacement of the Shares in a recapitalization, merger, reorganization,
exchange or the like, and all new, substituted or additional securities or other properties to
which Purchaser is entitled by reason of Purchaser’s ownership of the Shares.



     2. Time and Place of Exercise. The purchase and sale of the Shares under this
Agreement shall occur at the principal office of the Company simultaneously with the execution and
delivery of this Agreement in accordance with the provisions of Section 2(b) of the Option
Agreement. On such date, the Company will deliver to Purchaser a certificate representing the
Shares to be purchased by Purchaser (which shall be issued in Purchaser’s name) against payment of
the purchase price therefor by Purchaser by (a) check made payable to the Company, (b) cancellation
of indebtedness of the Company to Purchaser, (c) delivery of shares of the Common Stock of the
Company in accordance with Section 3 of the Option Agreement, or (d) a combination of the
foregoing.



     3. Limitations on Transfer. In addition to any other limitation on transfer created
by applicable securities laws, Purchaser shall not assign, encumber or dispose of any interest in
the Shares except in compliance with the provisions below and applicable securities laws.



          (a) Right of First Refusal. Before any Shares held by Purchaser or any transferee of
Purchaser (either being sometimes referred to herein as the “Holder”) may be sold or
otherwise transferred (including transfer by gift or operation of law), the Company or its
assignee(s) shall have a right of first refusal to purchase the Shares on the terms and conditions
set forth in this Section 3(a) (the “Right of First Refusal”).



               (i) Notice of Proposed Transfer. The Holder of the Shares shall deliver to the
Company a written notice (the “Notice”) stating: (i) the Holder’s bona fide intention to
sell or otherwise transfer such Shares; (ii) the name of each proposed purchaser or



 









 







other transferee (“Proposed Transferee”); (iii) the number of Shares to be transferred to
each Proposed Transferee; and (iv) the terms and conditions of each proposed sale or transfer. The
Holder shall offer the Shares at the same price (the “Offered Price”) and upon the same
terms (or terms as similar as reasonably possible) to the Company or its assignee(s).



               (ii) Exercise of Right of First Refusal. At any time within 30 days after receipt of
the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect
to purchase all, but not less than all, of the Shares proposed to be transferred to any one or more
of the Proposed Transferees, at the purchase price determined in accordance with subsection (iii)
below.



               (iii) Purchase Price. The purchase price (“Purchase Price”) for the Shares
purchased by the Company or its assignee(s) under this Section 3(a) shall be the Offered Price. If
the Offered Price includes consideration other than cash, the cash equivalent value of the non-cash
consideration shall be determined by the Board of Directors of the Company in good faith.



               (iv) Payment. Payment of the Purchase Price shall be made, at the option of the
Company or its assignee(s), in cash (by check), by cancellation of all or a portion of any
outstanding indebtedness of the Holder to the Company (or, in the case of repurchase by an
assignee, to the assignee), or by any combination thereof within 30 days after receipt of the
Notice or in the manner and at the times set forth in the Notice.



               (v) Holder’s Right to Transfer. If all of the Shares proposed in the Notice to be
transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s)
as provided in this Section 3(a), then the Holder may sell or otherwise transfer such Shares to
that Proposed Transferee at the Offered Price or at a higher price, provided that such sale or
other transfer is consummated within 60 days after the date of the Notice and provided further that
any such sale or other transfer is effected in accordance with any applicable securities laws and
the Proposed Transferee agrees in writing that the provisions of this Section 3 shall continue to
apply to the Shares in the hands of such Proposed Transferee. If the Shares described in the
Notice are not transferred to the Proposed Transferee within such period, or if the Holder proposes
to change the price or other terms to make them more favorable to the Proposed Transferee, a new
Notice shall be given to the Company, and the Company and/or its assignees shall again be offered
the Right of First Refusal before any Shares held by the Holder may be sold or otherwise
transferred.



               (vi) Exception for Certain Family Transfers. Anything to the contrary contained in
this Section 3(a) notwithstanding, the transfer of any or all of the Shares during Purchaser’s
lifetime or on Purchaser’s death by will or intestacy to Purchaser’s Immediate Family (as defined
below) or a trust for the benefit of Purchaser’s Immediate Family shall be exempt from the
provisions of this Section 3(a). “Immediate Family” as used herein shall mean spouse,
lineal descendant or antecedent, father, mother, brother or sister. In such case, the transferee
or other recipient shall receive and hold the Shares so transferred subject to the provisions of
this Section, and there shall be no further transfer of such Shares except in accordance with the
terms of this Section 3.



 









 





          (b) Involuntary Transfer.



               (i) Company’s Right to Purchase upon Involuntary Transfer. In the event, at any time
after the date of this Agreement, of any transfer by operation of law or other involuntary transfer
(including divorce or death, but excluding, in the event of death, a transfer to Immediate Family
as set forth in Section 3(a)(vi) above) of all or a portion of the Shares by the record holder
thereof, the Company shall have the right to purchase all of the Shares transferred at the greater
of the purchase price paid by Purchaser pursuant to this Agreement or the Fair Market Value of the
Shares on the date of transfer. Upon such a transfer, the person acquiring the Shares shall
promptly notify the Secretary of the Company of such transfer. The right to purchase such Shares
shall be provided to the Company for a period of 30 days following receipt by the Company of
written notice by the person acquiring the Shares.



               (ii) Price for Involuntary Transfer. With respect to any stock to be transferred
pursuant to Section 3(b)(i), the price per Share shall be a price set by the Board of Directors of
the Company that will reflect the current value of the stock in terms of present earnings and
future prospects of the Company. The Company shall notify Purchaser or his or her executor of the
price so determined within 30 days after receipt by it of written notice of the transfer or
proposed transfer of Shares. However, if the Purchaser does not agree with the valuation as
determined by the Board of Directors of the Company, the Purchaser shall be entitled to have the
valuation determined by an independent appraiser to be mutually agreed upon by the Company and the
Purchaser and whose fees shall be borne equally by the Company and the Purchaser.



          (c) Assignment. The right of the Company to purchase any part of the Shares may be
assigned in whole or in part to any shareholder or shareholders of the Company or other persons or
organizations; provided, however, that an assignee, other than a corporation that is the Parent or
a 100% owned Subsidiary of the Company, must pay the Company, upon assignment of such right, cash
equal to the difference between the original purchase price and Fair Market Value, if the original
purchase price is less than the Fair Market Value of the Shares subject to the assignment.



          (d) Restrictions Binding on Transferees. All transferees of Shares or any interest
therein will receive and hold such Shares or interest subject to the provisions of this Agreement.
Any sale or transfer of the Shares shall be void unless the provisions of this Agreement are
satisfied.



          (e) Termination of Rights. The Right of First Refusal and the Company’s right to
repurchase the Shares in the event of an involuntary transfer pursuant to Section 3(b) above shall
terminate upon the first sale of Common Stock of the Company to the general public pursuant to a
registration statement filed with and declared effective by the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the “Securities Act”).



          (f) Market Standoff Agreement. In connection with the initial public offering of the
Company’s securities and upon request of the Company or the underwriters managing such underwritten
offering of the Company’s securities, Purchaser agrees not to sell,



 









 







make any short sale of, loan,
grant any option for the purchase of, or otherwise dispose of any securities of the Company (other than those included in the registration) without the prior written
consent of the Company or such underwriters, as the case may be, for such period of time (not to
exceed 180 days) from the effective date of such registration as may be requested by the Company or
such managing underwriters and to execute an agreement reflecting the foregoing as may be requested
by the underwriters at the time of the Company’s initial public offering.



     4. Investment and Taxation Representations. In connection with the purchase of the
Shares, Purchaser represents to the Company the following:



          (a) Purchaser is aware of the Company’s business affairs and financial condition and has
acquired sufficient information about the Company to reach an informed and knowledgeable decision
to acquire the Shares. Purchaser is purchasing the Shares for investment for his or her own
account only and not with a view to, or for resale in connection with, any “distribution” thereof
within the meaning of the Securities Act.



          (b) Purchaser understands that the Shares have not been registered under the Securities Act by
reason of a specific exemption therefrom, which exemption depends upon, among other things, the
bona fide nature of Purchaser’s investment intent as expressed herein.



          (c) Purchaser understands that the Shares are “restricted securities” under applicable U.S.
federal and state securities laws and that, pursuant to these laws, Purchaser must hold the Shares
indefinitely unless they are registered with the Securities and Exchange Commission and qualified
by state authorities, or an exemption from such registration and qualification requirements is
available. Purchaser acknowledges that the Company has no obligation to register or qualify the
Shares for resale. Purchaser further acknowledges that if an exemption from registration or
qualification is available, it may be conditioned on various requirements including, but not
limited to, the time and manner of sale, the holding period for the Shares, and requirements
relating to the Company which are outside of the Purchaser’s control, and which the Company is
under no obligation and may not be able to satisfy.



          (d) Purchaser understands that Purchaser may suffer adverse tax consequences as a result of
Purchaser’s purchase or disposition of the Shares. Purchaser represents that Purchaser has
consulted any tax consultants Purchaser deems advisable in connection with the purchase or
disposition of the Shares and that Purchaser is not relying on the Company for any tax advice.



     5. Restrictive Legends and Stop-Transfer Orders.



          (a) Legends. The certificate or certificates representing the Shares shall bear the
following legends (as well as any legends required by applicable state and federal corporate and
securities laws):




	 	(i)	 	THE SHARES REPRESENTED BY THIS
CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AND HAVE BEEN 




 









 






	 	 	 	ACQUIRED FOR INVESTMENT AND NOT WITH A
VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY
BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT
RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM
SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT
REQUIRED UNDER THE SECURITIES ACT OF 1933.
	 
	 	(ii)	 	THE SHARES REPRESENTED BY THIS
CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE
TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE SHAREHOLDER,
A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.





          (b) Stop-Transfer Notices. Purchaser agrees that, in order to ensure compliance with
the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions
to its transfer agent, if any, and that, if the Company transfers its own securities, it may make
appropriate notations to the same effect in its own records.



          (c) Refusal to Transfer. The Company shall not be required (i) to transfer on its
books any Shares that have been sold or otherwise transferred in violation of any of the provisions
of this Agreement or (ii) to treat as owner of such Shares or to accord the right to vote or pay
dividends to any purchaser or other transferee to whom such Shares shall have been so transferred.



          (d) Removal of Legend. When all of the following events have occurred, the Shares
then held by Purchaser will no longer be subject to the legend referred to in Section 5(a)(ii):
(i) the termination of the Right of First Refusal; and (ii) the expiration or termination of the
market standoff provisions of Section 3(f) (and of any agreement entered pursuant to Section 3(f)).
After such time, and upon Purchaser’s request, a new certificate or certificates representing the
Shares not repurchased shall be issued without the legend referred to in Section 5(a)(ii), and
delivered to Purchaser.



     6. No Employment Rights. Nothing in this Agreement shall affect in any manner
whatsoever the right or power of the Company, or a Parent or Subsidiary of the Company, to
terminate Purchaser’s employment or consulting relationship, for any reason, with or without cause.




 









 




     7. Miscellaneous.



          (a) Governing Law. This Agreement and all acts and transactions pursuant hereto and
the rights and obligations of the parties hereto shall be governed, construed and interpreted in
accordance with the laws of the State of California, without giving effect to principles of
conflicts of law.



          (b) Entire Agreement; Enforcement of Rights. This Agreement sets forth the entire
agreement and understanding of the parties relating to the subject matter herein and merges all
prior discussions between them. No modification of or amendment to this Agreement, nor any waiver
of any rights under this Agreement, shall be effective unless in writing signed by the parties to
this Agreement. The failure by either party to enforce any rights under this Agreement shall not
be construed as a waiver of any rights of such party.



          (c) Severability. If one or more provisions of this Agreement are held to be
unenforceable under applicable law, the parties agree to renegotiate such provision in good
faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement
for such provision, then (i) such provision shall be excluded from this Agreement, (ii) the balance
of the Agreement shall be interpreted as if such provision were so excluded and (iii) the balance
of the Agreement shall be enforceable in accordance with its terms.



          (d) Construction. This Agreement is the result of negotiations between and has been
reviewed by each of the parties hereto and their respective counsel, if any; accordingly, this
Agreement shall be deemed to be the product of all of the parties hereto, and no ambiguity shall be
construed in favor of or against any one of the parties hereto.



          (e) Notices. Any notice required or permitted by this Agreement shall be in writing
and shall be deemed sufficient when delivered personally or sent by telegram or fax or 48 hours
after being deposited in the U.S. mail, as certified or registered mail, with postage prepaid, and
addressed to the party to be notified at such party’s address as set forth below or as subsequently
modified by written notice.



          (f) Counterparts. This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original and all of which together shall constitute one instrument.




	 	(g)	 	Successors and Assigns. The rights and benefits of
this Agreement shall inure to the benefit of, and be enforceable by the
Company’s successors and assigns. The rights and obligations of Purchaser
under this Agreement may only be assigned with the prior written consent of the
Company.




 









 











          (h) California Corporate Securities Law. THE SALE OF THE SECURITIES WHICH ARE THE
SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE
OF CALIFORNIA AND THE ISSUANCE OF THE SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE
CONSIDERATION THEREFOR PRIOR TO THE QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS
EXEMPT FROM QUALIFICATION BY SECTION 25100, 25102 OR 25105 OF THE CALIFORNIA CORPORATIONS CODE.
THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON THE QUALIFICATION BEING
OBTAINED, UNLESS THE SALE IS SO EXEMPT.



          (i)     [Signature Page Follows]



 









 





     The parties have executed this Agreement as of the date first set forth above.



	 	 	 	 	 
	 	 	COMPANY:
	 
	 	 	 	 
	 	 	FINANCIAL ENGINES, INC.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	 	 	(print)
	 
	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	1804 Embarcadero Road, Suite 200
Palo Alto, CA 94303
	 
	 	 	 	 
	 	 	PURCHASER:
	 
	 	 	 	 
	 	 	«OPTIONEE»
	 
	 	 	 	 
	 	 	 
	 	 	(Signature)
	 
	 	 	 	 
	 	 	 
	 	 	(Print Name)
	 
	 	 	 	 
	 	 	Address:
	 
	 	 	 	 
	 	 	«Address1»
«Address2»






I,                                         , spouse of «Optionee», have read and hereby approve the foregoing
Agreement. In consideration of the Company’s granting my spouse the right to purchase the Shares
as set forth in the Agreement, I hereby agree to be bound irrevocably by the Agreement and further
agree that any community property or similar interest that I may have in the Shares shall hereby be
similarly bound by the Agreement. I hereby appoint my spouse as my attorney-in-fact with respect
to any amendment or exercise of any rights under the Agreement.



	 	 	 
	 

	 	 
	 

	 	Spouse of «Optionee»