Semtech Corporation 2009 Long-Term Equity Inducement Plan


 Exhibit 10.2 
 SEMTECH CORPORATION 
 2009 LONG-TERM EQUITY
INDUCEMENT PLAN 
  

	1.	PURPOSE OF PLAN 

 The
purpose of this 2009 Long-Term Equity Inducement Plan (“Plan”) of Semtech Corporation, a Delaware corporation (the “Corporation”), is to advance the interests of the Corporation and its stockholders by inducing
certain individuals (“Eligible Persons”) to join and remain in service of the Corporation by granting restricted stock unit awards (the “Awards”) to such Eligible Persons under the terms set forth herein.

  

	2.	INTENTION OF PLAN 

 It is
intended that the Awards under this Plan will not require shareholder approval pursuant to Rule 5635(C)(4) of the NASDAQ Marketplace Rules. Any Awards granted under this plan that do not so qualify shall be void and the Corporation shall have no
obligation with respect to any such Award. 
  

	3.	ELIGIBILITY 

 The
Administrator (as such term is defined in Section 4.1) may grant Awards under this Plan only to those persons that the Administrator determines to be Eligible Persons. An Eligible Person is any person who is an officer (whether or not a
director), consultant, or employee of the Corporation or one of its Subsidiaries; provided, however, that a person who is otherwise an Eligible Person may participate in this Plan only if such participation would not adversely affect either the
Corporation’s eligibility to use Form S-8 to register under the Securities Act of 1933, as amended (the “Securities Act”) the offering and sale of shares issuable under this Plan by the Corporation or the Corporation’s
compliance with any other applicable laws. An Eligible Person who has been granted an Award is a “Participant.” As used herein, “Subsidiary” means any corporation or other entity a majority of whose outstanding
voting stock or voting power is beneficially owned directly or indirectly by the Corporation; and “Board” means the Board of Directors of the Corporation. 
  

	4.	PLAN ADMINISTRATION 

  

	 	4.1	The Administrator. This Plan shall be administered by and all Awards under this Plan shall be authorized by the Administrator. The
“Administrator” means the Board, the Compensation Committee of the Board or one or more committees appointed by the Board or another committee (within its delegated authority) to administer all or certain aspects of this Plan. Any
such committee shall be comprised solely of one or more directors or such number of directors as may be required under applicable law. A committee may delegate some or all of its authority to another committee so constituted. The Board may delegate
different levels of authority to different committees with administrative and grant authority under this Plan. Unless otherwise provided in the Bylaws of the Corporation or the applicable charter of any Administrator: (a) a majority of the
members of the acting Administrator shall constitute a quorum, and (b) the vote of a majority of the members present assuming the presence of a quorum or the unanimous written consent of the members of the Administrator shall constitute action
by the acting Administrator. 

  

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


  

	 	(a)	determine eligibility and, from among those persons determined to be eligible, the particular Eligible Persons who will receive an Award under this Plan;


  

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	 	(b)	grant Awards to Eligible Persons, determine the price at which securities will be offered or awarded and the number of securities to be offered or awarded to any of
such persons, determine the other specific terms and conditions of such Awards consistent with the express limits of this Plan, establish the installments (if any) in which such Awards shall become exercisable or shall vest (which may include,
without limitation, performance and/or time-based schedules), or determine that no delayed exercisability or vesting is required, establish any applicable performance targets, and establish the events of termination or reversion of such Awards;


  

	 	(c)	approve the forms of Award agreements (which need not be identical either as to type of Award or among Participants); 

  

	 	(d)	construe and interpret this Plan and any agreements defining the rights and obligations of the Corporation, its Subsidiaries, and Participants under this Plan, further
define the terms used in this Plan, and prescribe, amend and rescind rules and regulations relating to the administration of this Plan or the Awards granted under this Plan; 

  

	 	(e)	cancel, modify, or waive the Corporation’s rights with respect to, or modify, discontinue, suspend, or terminate any or all outstanding Awards, subject to any
required consent under Section 9.6.5; 

  

	 	(f)	accelerate or extend the vesting or exercisability or extend the term of any or all such outstanding Awards in such circumstances as the Administrator may deem
appropriate (including, without limitation, in connection with a termination of employment or services or other events of a personal nature) subject to any required consent under Section 9.6.5; 

  

	 	(g)	amend Awards within the maximum parameters of this Plan, subject to any consent required under Section 9.6; 

  

	 	(h)	determine the date of grant of an Award, which may be a designated date after but not before the date of the Administrator’s action (unless otherwise designated by
the Administrator, the date of grant of an Award shall be the date upon which the Administrator took the action granting an Award); 

  

	 	(i)	determine whether, and the extent to which, adjustments are required pursuant to Section 8; 

  

	 	(j)	authorize the termination, conversion, substitution or succession of Awards upon the occurrence of an event of the type described in Section 8; acquire or settle
(subject to Sections 8 and 9.6) rights under Awards in cash, stock of equivalent value, or other consideration; and 

  

	 	(k)	determine the fair market value of the Common Stock or Awards under this Plan from time to time and/or the manner in which such value will be determined;


  

	 	4.3	Binding Determinations. Any action taken by, or inaction of, the Corporation, any Subsidiary, or the Administrator relating or pursuant to this
Plan and within its authority hereunder or under applicable law shall be within the absolute discretion of that entity or body and shall be conclusive and binding upon all persons. Neither the Board nor any Board committee, nor any member thereof or
person acting at the direction thereof, shall be liable for any act, omission, interpretation, construction or determination made in good faith in connection with this Plan (or any Award made under this Plan), and all such persons shall be entitled
to indemnification and reimbursement by the Corporation in respect of any claim, loss, damage or expense (including, without limitation, attorneys’ fees) arising or resulting therefore to the fullest extent permitted by law and/or under any
directors and officers liability insurance coverage that may be in effect from time to time. 

  

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	 	4.4	Reliance on Experts. In making any determination or in taking or not taking any action under this Plan, the Administrator may obtain and may rely
upon the advice of experts, including employees and professional advisors to the Corporation. No director, officer or agent of the Corporation or any of its Subsidiaries shall be liable for any such action or determination taken or made or omitted
in good faith. 

  

	 	4.5	Delegation. The Administrator may delegate ministerial, non-discretionary functions to individuals who are officers or employees of the Corporation
or any of its Subsidiaries or to third parties. 

  

	5.	SHARES OF COMMON STOCK SUBJECT TO THE PLAN; SHARE LIMITS 

  

	 	5.1	Shares Available. For purposes of this Plan, “Common Stock” shall mean the common stock of the Corporation and such other
securities or property as may become the subject of Awards under this Plan, or may become subject to such Awards, pursuant to an adjustment made under Section 8.1. The Corporation may deliver Common Stock held that are shares of the
Corporation’s authorized but unissued Common Stock or any shares of its Common Stock held as treasury shares. 

  

	 	5.2	Share Limits. The maximum number of shares of Common Stock that may be delivered pursuant to Awards granted to Eligible Persons under this Plan
(the “Share Limit”) is 796,661. The foregoing numerical limit is subject to adjustment as contemplated by Section 5.3, Section 8.1 and Section 9.10. 

  

	 	5.3	Awards Settled in Cash, Reissue of Awards and Shares. To the extent that an Award granted under this Plan is settled in cash or a form other than
shares of Common Stock, the shares that would have been delivered had there been no such cash or other settlement shall not be counted against the shares available for issuance under this Plan. In the event that shares of Common Stock are delivered
in respect of a dividend equivalent right granted under this Plan, only the actual number of shares delivered with respect to the Award shall be counted against the share limits of this Plan. 

  

	 	5.4	Reservation of Shares; No Fractional Shares; Minimum Issue. The Corporation shall at all times reserve a number of shares of Common Stock
sufficient to cover the Corporation’s obligations and contingent obligations to deliver shares with respect to Awards then outstanding under this Plan (exclusive of any dividend equivalent obligations to the extent the Corporation has the right
to settle such rights in cash). No fractional shares shall be delivered under this Plan. The Administrator may pay cash in lieu of any fractional shares in settlements of Awards under this Plan. 

  

	6.	AWARDS 

  

	 	6.1	Form of Awards. The only type of Awards that may be granted under this Plan are restricted stock units, or a similar right to purchase or acquire
shares, whether at a fixed or variable price or ratio related to the Common Stock, upon the passage of time, the occurrence of one or more events, or the satisfaction of performance criteria or other conditions, or any combination thereof.


  

	 	6.2	 Award Agreements. Each Award shall be evidenced by either (1) a written Award agreement in a form approved by the
Administrator and executed by the Corporation by an officer duly authorized to act on its behalf, or (2) an electronic notice of Award grant in a form approved by the Administrator and recorded by the Corporation (or its designee) in an
electronic recordkeeping system used for the purpose of tracking Award grants under this Plan generally (in each case, an



  

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“Award agreement”), as the Administrator may provide and, in each case and if required by the Administrator, executed or otherwise electronically accepted by the recipient of the Award
in such form and manner as the Administrator may require. The Administrator may authorize any officer of the Corporation (other than the particular Award recipient) to execute any or all Award agreements on behalf of the Corporation. The Award
agreement shall set forth the material terms and conditions of the Award as established by the Administrator consistent with the express limitations of this Plan. 


  

	 	6.3	Deferrals and Settlements. Payment of Awards may be in the form of cash, Common Stock, or any combination thereof as the Administrator shall
determine, and with such restrictions as it may impose. The Administrator may also require or permit Participants to elect to defer the issuance of shares or the settlement of Awards in cash under such rules and procedures as it may establish under
this Plan. The Administrator may also provide that deferred settlements include the payment or crediting of interest or other earnings on the deferral amounts, or the payment or crediting of dividend equivalents where the deferred amounts are
denominated in shares. 

  

	 	6.4	Consideration for Common Stock or Awards. The purchase price for any Award granted under this Plan or the Common Stock to be delivered pursuant to
an Award, as applicable, may be paid by means of any lawful consideration as determined by the Administrator, including, without limitation, one or a combination of the following methods: 

  

	 	•	 	 services rendered by the recipient of such Award; 


  

	 	•	 	 cash, check payable to the order of the Corporation, or electronic funds transfer; 


  

	 	•	 	 notice and third party payment in such manner as may be authorized by the Administrator; 


  

	 	•	 	 the delivery of previously owned shares of Common Stock; 


  

	 	•	 	 by a reduction in the number of shares otherwise deliverable pursuant to the Award; or 


  

	 	•	 	 subject to such procedures as the Administrator may adopt, pursuant to a “cashless exercise” with a third party who provides financing for
the purposes of (or who otherwise facilitates) the purchase or exercise of Awards. 


 In no event shall any
shares newly-issued by the Corporation be issued for less than the minimum lawful consideration for such shares or for consideration other than consideration permitted by applicable state law. The Corporation will not be obligated to deliver any
shares unless and until it receives full payment of the exercise or purchase price therefor and any related withholding obligations under Section 9.5 and any other conditions to exercise or purchase have been satisfied. Unless otherwise
expressly provided in the applicable Award agreement, the Administrator may at any time eliminate or limit a Participant’s ability to pay the purchase or exercise price of any Award or shares by any method other than cash payment to the
Corporation. 
  

	 	6.5	 Definition of Fair Market Value. For purposes of this Plan, “fair market value” shall mean, unless otherwise determined
or provided by the Administrator in the circumstances, the last price (in regular trading) for a share of Common Stock as furnished by the National Association of Securities Dealers, Inc. (the “NASD”) through the NASDAQ Global
Select Market (the “Global Market”) for the date in question or, if no sales of Common Stock were reported by the NASD on the Global Market on that date, the last price (in regular trading) for a share of Common Stock as furnished
by the NASD through the Global Market for the next succeeding day on which sales of Common Stock were reported by the NASD. If the Common Stock is no longer listed or is no longer actively traded on the Global Market as of the applicable date, the
fair market value of the



  

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Common Stock shall be the value as reasonably determined by the Administrator for purposes of the Award in the circumstances. 


  

	 	6.6	Transfer Restrictions. 

  

	 	6.6.1	Limitations on Exercise and Transfer. Unless otherwise expressly provided in (or pursuant to) this Section 6.6 or required by applicable law:
(a) all Awards are non-transferable and shall not be subject in any manner to sale, transfer, anticipation, alienation, assignment, pledge, encumbrance or charge; (b) Awards shall be exercised only by the Participant; and (c) amounts
payable or shares issuable pursuant to any Award shall be delivered only to (or for the account of) the Participant. 

  

	 	6.6.2	Exceptions. The Administrator may permit Awards to be exercised by and paid to, or otherwise transferred to, other persons or entities pursuant to
such conditions and procedures, including limitations on subsequent transfers, as the Administrator may, in its sole discretion, establish in writing. Any permitted transfer shall be subject to compliance with applicable federal and state securities
laws and shall not be for value (other than nominal consideration, settlement of marital property rights, or for interests in an entity in which more than 50% of the voting interests are held by the Eligible Person or by the Eligible Person’s
family members). 

  

	 	6.6.3	Further Exceptions to Limits on Transfer. The exercise and transfer restrictions in Section 6.6.1 shall not apply to:


  

	 	(a)	transfers to the Corporation (for example, in connection with the expiration or termination of the Award), 

  

	 	(b)	the designation of a beneficiary to receive benefits in the event of the Participant’s death or, if the Participant has died, transfers to or exercise by the
Participant’s beneficiary, or, in the absence of a validly designated beneficiary, transfers by will or the laws of descent and distribution, 

  

	 	(c)	transfers to a family member (or former family member) pursuant to a qualified domestic relations order if approved or ratified by the Administrator,


  

	 	(d)	if the Participant has suffered a disability, permitted transfers or exercises on behalf of the Participant by his or her legal representative, or


  

	 	(e)	the authorization by the Administrator of “cashless exercise” procedures with third parties who provide financing for the purpose of (or who otherwise
facilitate) the exercise of Awards consistent with applicable laws and the express authorization of the Administrator. 

  

	 	6.7	International Awards. One or more Awards may be granted to Eligible Persons who provide services to the Corporation or one of its Subsidiaries
outside of the United States. Any Awards granted to such persons may be granted pursuant to the terms and conditions of any applicable sub-plans, if any, appended to this Plan and approved by the Administrator. The Administrator may adopt a
different methodology for determining fair market value with respect to one or more Awards if a different methodology is necessary or advisable to secure any intended favorable tax, legal or other treatment for the particular Award(s) (for example,
and without limitation, the Administrator may provide that fair market value for purposes of one or more Awards will be based on an average of closing prices (or the average of high and low daily trading prices) for a specified period preceding the
relevant date). 

  

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	7.	EFFECT OF TERMINATION OF EMPLOYMENT OR SERVICE ON AWARDS 

  

	 	7.1	General. The Administrator shall establish the effect of a termination of employment or service on the rights and benefits under each Award under
this Plan and in so doing may make distinctions based upon, inter alia, the cause of termination and type of Award. If the Participant is not an employee of the Corporation or one of its Subsidiaries and provides other services to the Corporation or
one of its Subsidiaries, the Administrator shall be the sole judge for purposes of this Plan (unless a contract or the Award otherwise provides) of whether the Participant continues to render services to the Corporation or one of its Subsidiaries
and the date, if any, upon which such services shall be deemed to have terminated. 

  

	 	7.2	Events Not Deemed Terminations of Service. Unless the express policy of the Corporation or one of its Subsidiaries, or the Administrator, otherwise
provides, the employment relationship shall not be considered terminated in the case of (a) sick leave, (b) military leave, or (c) any other leave of absence authorized by the Corporation or one of its Subsidiaries, or the
Administrator; provided that, unless reemployment upon the expiration of such leave is guaranteed by contract or law or the Administrator otherwise provides, such leave is for a period of not more than three months. In the case of any employee of
the Corporation or one of its Subsidiaries on an approved leave of absence, continued vesting of the Award while on leave from the employ of the Corporation or one of its Subsidiaries may be suspended until the employee returns to service, unless
the Administrator otherwise provides or applicable law otherwise requires. In no event shall an Award be exercised after the expiration of the term set forth in the applicable Award agreement. 

  

	 	7.3	Effect of Change of Subsidiary Status. For purposes of this Plan and any Award, if an entity ceases to be a Subsidiary of the Corporation a
termination of employment or service shall be deemed to have occurred with respect to each Eligible Person in respect of such Subsidiary who does not continue as an Eligible Person in respect of the Corporation or another Subsidiary that continues
as such after giving effect to the transaction or other event giving rise to the change in status. 

  

	8.	ADJUSTMENTS; ACCELERATION 

  

	 	8.1	Adjustments. Subject to Section 8.2, upon (or, as may be necessary to effect the adjustment, immediately prior to): any reclassification,
recapitalization, stock split (including a stock split in the form of a stock dividend) or reverse stock split; any merger, combination, consolidation, or other reorganization; any spin-off, split-up, or similar extraordinary dividend distribution
in respect of the Common Stock; or any exchange of Common Stock or other securities of the Corporation, or any similar, unusual or extraordinary corporate transaction in respect of the Common Stock; then the Administrator shall equitably and
proportionately adjust (1) the number and type of shares of Common Stock (or other securities) that thereafter may be made the subject of Awards (including the specific share limits, maximums and numbers of shares set forth elsewhere in this
Plan), (2) the number, amount and type of shares of Common Stock (or other securities or property) subject to any outstanding Awards, (3) the grant, purchase, or exercise price of any outstanding Awards, and/or (4) the securities,
cash or other property deliverable upon exercise or payment of any outstanding Awards, in each case to the extent necessary to preserve (but not increase) the level of incentives intended by this Plan and the then-outstanding Awards.


 Unless otherwise expressly provided in the applicable Award agreement, upon (or, as may be necessary to effect
the adjustment, immediately prior to) any event or transaction described in the preceding paragraph or a sale of all or substantially all of the business or assets of the Corporation as an entirety, the Administrator shall equitably and
proportionately adjust the performance standards applicable to any then-outstanding performance-based Awards to the extent necessary to preserve (but not increase) the level of incentives intended by this Plan and the then-outstanding
performance-based Awards. 
  

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 It is intended that, if possible, any adjustments contemplated by the preceding two
paragraphs be made in a manner that satisfies applicable U.S. legal, tax (including, without limitation and as applicable in the circumstance Section 409A of the Code) and accounting (so as to not trigger any charge to earnings with respect to
such adjustment) requirements. Without limiting the generality of Section 4.3, any good faith determination by the Administrator as to whether an adjustment is required in the circumstances pursuant to this Section 8.1, and the extent and
nature of any such adjustment, shall be conclusive and binding on all persons. 
  

	 	8.2	Corporate Transactions—Assumption and Termination of Awards. Upon the occurrence of any of the following: any merger, combination,
consolidation, or other reorganization; any exchange of Common Stock or other securities of the Corporation; a sale of all or substantially all the business, stock or assets of the Corporation; a dissolution of the Corporation; or any other event in
which the Corporation does not survive (or does not survive as a public company in respect of its Common Stock); then the Administrator may make provision for a cash payment in settlement of, or for the assumption, substitution or exchange of any or
all outstanding share-based Awards or the cash, securities or property deliverable to the holder of any or all outstanding share-based Awards, based upon, to the extent relevant under the circumstances, the distribution or consideration payable to
holders of the Common Stock upon or in respect of such event. Upon the occurrence of any event described in the preceding sentence, then, unless the Administrator has made a provision for the substitution, assumption, exchange or other continuation
or settlement of the Award: (1) subject to Section 8.4 and unless otherwise provided in the applicable Award agreement, each then-outstanding restricted stock unit then outstanding shall fully vest and (2) each Award shall terminate
upon the related event in accordance with their terms before the termination of such Awards (except that in no case shall more than ten days’ notice of the impending termination be required and any acceleration of vesting and any exercise of
any portion of an Award that is so accelerated may be made contingent upon the actual occurrence of the event). 

 Without limiting the preceding paragraph, in connection with any event referred to in the preceding paragraph or any change in control event defined in any applicable Award agreement, the Administrator may, in its discretion, provide for
the accelerated vesting of any Award or Awards as and to the extent determined by the Administrator in the circumstances. 
 The
Administrator may adopt such valuation methodologies for outstanding Awards as it deems reasonable in the event of a cash or property settlement and, in the case of restricted stock units or other similar awards that have a base price or similar
feature, without limitation on other methodologies, may base such settlement solely upon the excess if any of the per share amount payable upon or in respect of such event over the exercise or base price of the Award. 
 In any of the events referred to in this Section 8.2, the Administrator may take such action contemplated by this Section 8.2
prior to such event (as opposed to on the occurrence of such event) to the extent that the Administrator deems the action necessary to permit the Participant to realize the benefits intended to be conveyed with respect to the underlying shares.
Without limiting the generality of the foregoing, the Administrator may deem an acceleration to occur immediately prior to the applicable event and/or reinstate the original terms of the Award if an event giving rise to an acceleration does not
occur. 
 Without limiting the generality of Section 4.3, any good faith determination by the Administrator pursuant to its
authority under this Section 8.2 shall be conclusive and binding on all persons. 
  

	 	8.3	Other Acceleration Rules. The Administrator may override the provisions of Section 8.2 and/or 8.4 by express provision in the Award agreement
and may accord any Eligible Person a right to refuse any acceleration, whether pursuant to the Award agreement or otherwise, in such circumstances as the Administrator may approve. 

  

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	 	8.4	Golden Parachute Limitation. Notwithstanding anything else contained in this Section 8 to the contrary, in no event shall any Award or payment
be accelerated under this Plan to an extent or in a manner so that such Award or payment, together with any other compensation and benefits provided to, or for the benefit of, the Participant under any other plan or agreement of the Corporation or
any of its Subsidiaries, would not be fully deductible by the Corporation or one of its Subsidiaries for federal income tax purposes because of Section 280G of the Code and any similar state, local or federal law (collectively, “Section
280G”). If a Participant would be entitled to benefits or payments hereunder and under any other plan or program that would constitute “parachute payments” as defined in Section 280G of the Code, then such parachute payments
will be reduced or modified so that the Corporation or one of its Subsidiaries is not denied federal income tax deductions for any “parachute payments” because of Section 280G of the Code in the following order (unless cutting the
parachute payments back in such order would result in the imposition on the Participant of an additional tax under Section 409A of the Code (or similar state or local law) and cutting the parachute payments back in another order would not, in
which case benefits shall instead be cut back in such other order): First all parachute payments that do not constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code (in the order designated by
the Participant). Second, all parachute payments that constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code that were granted to the Participant in the 12-month period of time preceding the
applicable Section 280G event, in the order such benefits were granted to the Participant. Third, all remaining parachute payments shall be reduced pro-rata. Notwithstanding the foregoing, if a Participant is a party to an employment or other
agreement with the Corporation or one of its Subsidiaries, or is a Participant in a severance program sponsored by the Corporation or one of its Subsidiaries, that contains express provisions regarding Section 280G and/or Section 4999 of
the Code (or any similar successor provision), or the applicable Award agreement includes such provisions, the Section 280G and/or Section 4999 provisions of such employment or other agreement or plan, as applicable, shall control as to
the Awards held by that Participant (for example, and without limitation, a Participant may be a party to an employment agreement with the Corporation or one of its Subsidiaries that provides for a “gross-up” as opposed to a
“cut-back” in the event that the Section 280G thresholds are reached or exceeded in connection with a change in control and, in such event, the Section 280G and/or Section 4999 provisions of such employment agreement shall
control as to any Awards held by that Participant). 

  

	9.	OTHER PROVISIONS 

  

	 	9.1	Compliance with Laws. This Plan, the granting and vesting of Awards under this Plan, the offer, issuance and delivery of shares of Common Stock,
and/or the payment of money under this Plan or under Awards are subject to compliance with all applicable federal and state laws, rules and regulations (including but not limited to state and federal securities law and federal margin requirements)
and to such approvals by any listing, regulatory or governmental authority as may, in the opinion of counsel for the Corporation, be necessary or advisable in connection therewith. The person acquiring any securities under this Plan will, if
requested by the Corporation or one of its Subsidiaries, provide such assurances and representations to the Corporation or one of its Subsidiaries as the Administrator may deem necessary or desirable to assure compliance with all applicable legal
and accounting requirements. 

  

	 	9.2	No Rights to Award. No person shall have any claim or rights to be granted an Award (or additional Awards, as the case may be) under this Plan,
subject to any express contractual rights (set forth in a document other than this Plan) to the contrary. 

  

	 	9.3	 No Employment/Service Contract. Nothing contained in this Plan (or in any other documents under this Plan or in any Award) shall
confer upon any Eligible Person or other Participant any right to continue in the employ or other service of the Corporation or one of its Subsidiaries, constitute any contract or agreement of employment or other service or affect an employee’s
status as an employee at will, nor shall interfere in any way with the right of the Corporation or one of its Subsidiaries to change a person’s compensation or other benefits, or to terminate his or her



  

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employment or other service, with or without cause. Nothing in this Section 9.3, however, is intended to adversely affect any express independent right of such person under a separate
employment or service contract other than an Award agreement. 


  

	 	9.4	Plan Not Funded. Awards payable under this Plan shall be payable in shares or from the general assets of the Corporation, and no special or
separate reserve, fund or deposit shall be made to assure payment of such Awards. No Participant, beneficiary or other person shall have any right, title or interest in any fund or in any specific asset (including shares of Common Stock, except as
expressly otherwise provided) of the Corporation or one of its Subsidiaries by reason of any Award hereunder. Neither the provisions of this Plan (or of any related documents), nor the creation or adoption of this Plan, nor any action taken pursuant
to the provisions of this Plan shall create, or be construed to create, a trust of any kind or a fiduciary relationship between the Corporation or one of its Subsidiaries and any Participant, beneficiary or other person. To the extent that a
Participant, beneficiary or other person acquires a right to receive payment pursuant to any Award hereunder, such right shall be no greater than the right of any unsecured general creditor of the Corporation. 

  

	 	9.5	Tax Withholding. Upon any exercise, vesting, or payment of any Award, the Corporation or one of its Subsidiaries shall have the right at its option
to: 

  

	 	(a)	require the Participant (or the Participant’s personal representative or beneficiary, as the case may be) to pay or provide for payment of at least the minimum
amount of any taxes which the Corporation or one of its Subsidiaries may be required to withhold with respect to such Award event or payment; or 

  

	 	(b)	deduct from any amount otherwise payable in cash to the Participant (or the Participant’s personal representative or beneficiary, as the case may be) the minimum
amount of any taxes which the Corporation or one of its Subsidiaries may be required to withhold with respect to such cash payment. 

 In any case where a tax is required to be withheld in connection with the delivery of shares of Common Stock under this Plan, the Administrator may in its sole discretion (subject to Section 9.1)
require or grant (either at the time of the Award or thereafter) to the Participant the right to elect, pursuant to such rules and subject to such conditions as the Administrator may establish, that the Corporation reduce the number of shares to be
delivered by (or otherwise reacquire) the appropriate number of shares, valued in a consistent manner at their fair market value or at the sales price in accordance with authorized procedures for cashless exercises, necessary to satisfy the minimum
applicable withholding obligation on exercise, vesting or payment. In no event shall the shares withheld exceed the minimum whole number of shares required for tax withholding under applicable law. 
  

	 	9.6	Effective Date, Termination and Suspension, Amendments. 

  

	 	9.6.1	Effective Date. This Plan is effective as of December 7, 2009, the date of its approval by the Compensation Committee of the Board (the
“Effective Date”). Unless earlier terminated by the Board, this Plan shall terminate at the close of business on the day before the tenth anniversary of the Effective Date. After the termination of this Plan either upon such stated
expiration date or its earlier termination by the Board, no additional Awards may be granted under this Plan, but previously granted Awards (and the authority of the Administrator with respect thereto, including the authority to amend such Awards)
shall remain outstanding in accordance with their applicable terms and conditions and the terms and conditions of this Plan. 

  

	 	9.6.2	Board Authorization. The Board may, at any time, terminate or, from time to time, amend, modify or suspend this Plan, in whole or in part. No
Awards may be granted during any period that the Board suspends this Plan. 

  

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	 	9.6.3	Stockholder Approval. To the extent then required by applicable law or any applicable agency or required under the Code to preserve the intended
tax consequences of this plan, or deemed necessary or advisable by the Board, any amendment to this plan shall be subject to stockholder approval. 

  

	 	9.6.4	Amendments to Awards. Without limiting any other express authority of the Administrator under (but subject to) the express limits of this Plan, the
Administrator by agreement or resolution may waive conditions of or limitations on Awards to Participants that the Administrator in the prior exercise of its discretion has imposed, without the consent of a Participant, and (subject to the
requirements of Sections 4.2 and 9.6.5) may make other changes to the terms and conditions of Awards. Any amendment or other action that would constitute a repricing of an Award is subject to the limitations set forth in Section 4.2.


  

	 	9.6.5	Limitations on Amendments to Plan and Awards. No amendment, suspension or termination of this Plan or amendment of any outstanding Award agreement
shall, without written consent of the Participant, affect in any manner materially adverse to the Participant any rights or benefits of the Participant or obligations of the Corporation under any Award granted under this Plan prior to the effective
date of such change. Changes, settlements and other actions contemplated by Section 8 or other provisions of this Plan or any Award shall not be deemed to constitute changes or amendments for purposes of this Section 9.6.


  

	 	9.7	Privileges of Stock Ownership. Except as otherwise expressly authorized by the Administrator, a Participant shall not be entitled to any privilege
of stock ownership as to any shares of Common Stock not actually delivered to and held of record by the Participant. Except as expressly required by Section 8.1 or otherwise expressly provided by the Administrator, no adjustment will be made
for dividends or other rights as a stockholder for which a record date is prior to such date of delivery. 

  

	 	9.8	Governing Law; Construction; Severability. 

  

	 	9.8.1	Choice of Law. This Plan, the Awards, all documents evidencing Awards and all other related documents shall be governed by, and construed in
accordance with the laws of the State of California. 

  

	 	9.8.2	Severability. If a court of competent jurisdiction holds any provision invalid and unenforceable, the remaining provisions of this Plan shall
continue in effect. 

  

	 	9.8.3	Plan Construction. 

  

	 	(a)	Rule 16b-3. It is the intent of the Corporation that the Awards and transactions permitted by Awards be interpreted in a manner that, in the case of
Participants who are or may be subject to Section 16 of the Exchange Act, qualify, to the maximum extent compatible with the express terms of the Award, for exemption from matching liability under Rule 16b-3 promulgated under the Exchange
Act. Notwithstanding the foregoing, the Corporation shall have no liability to any Participant for Section 16 consequences of Awards or events under Awards if an Award or event does not so qualify. 

  

	 	(b)	Section 162(m). Agreements may contain any provision designed to ensure deductability under Section 162(m) of the Code. 

  

	 	9.9	Captions. Captions and headings are given to the sections and subsections of this Plan solely as a convenience to facilitate reference. Such headings
shall not be deemed in any way material or relevant to the construction or interpretation of this Plan or any provision thereof. 

  

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	 	9.10	Non-Exclusivity of Plan. Nothing in this Plan shall limit or be deemed to limit the authority of the Board or the Administrator to grant Awards or
authorize any other compensation, with or without reference to the Common Stock, under any other plan or authority. 

  

	 	9.11	No Corporate Action Restriction. The existence of this Plan, the Award agreements and the Awards granted hereunder shall not limit, affect or
restrict in any way the right or power of the Board or the stockholders of the Corporation to make or authorize: (a) any adjustment, recapitalization, reorganization or other change in the capital structure or business of the Corporation or any
Subsidiary, (b) any merger, amalgamation, consolidation or change in the ownership of the Corporation or any Subsidiary, (c) any issue of bonds, debentures, capital, preferred or prior preference stock ahead of or affecting the capital
stock (or the rights thereof) of the Corporation or any Subsidiary, (d) any dissolution or liquidation of the Corporation or any Subsidiary, (e) any sale or transfer of all or any part of the assets or business of the Corporation or any
Subsidiary, or (f) any other corporate act or proceeding by the Corporation or any Subsidiary. No Participant, beneficiary or any other person shall have any claim under any Award or Award agreement against any member of the Board or the
Administrator, or the Corporation or any employees, officers or agents of the Corporation or any Subsidiary, as a result of any such action. 

  

	 	9.12	Other Company Benefit and Compensation Programs. Payments and other benefits received by a Participant under an Award made pursuant to this Plan
shall not be deemed a part of a Participant’s compensation for purposes of the determination of benefits under any other employee welfare or benefit plans or arrangements, if any, provided by the Corporation or any Subsidiary, except where the
Administrator expressly otherwise provides or authorizes in writing. Awards under this Plan may be made in addition to, in combination with, as alternatives to or in payment of grants, Awards or commitments under any other plans or arrangements of
the Corporation or its Subsidiaries. 

  

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