EX-10.5





 Exhibit 10.5 
  

 
  

AMENDED AND RESTATED 

MATTERPORT, INC. 
 2011
STOCK INCENTIVE PLAN 
 Adopted by the Board on June 17, 2011* 

Approved by the Stockholders on June 17, 2011* 
  

 
  

 

	*	 Initial Plan adopted by the Board of Directors (“Board”) and approved by stockholders on
June 17, 2011. 


 Amended and restated on Nov. 21, 2011 to decrease the number of shares from 1,250,000 to 454,020. 

Board and stockholder approval obtained on Aug. 1, 2012 to increase the number of shares to 1,324,020. 

Board and stockholder approval obtained on Jan. 15, 2013 to increase the number of shares to 1,655,962. 

Board and stockholder approval obtained on Mar. 29, 2013 to increase the number of shares to 2,301,169. 

Board and stockholder approval obtained on Jan. 21, 2014 to increase the number of shares to 2,801,169. 

Board and stockholder approval obtained on June 19, 2014 to increase the number of shares to 3,701,222. 

Board and stockholder approval obtained on June 21 and 24, 2015, respectively, to increase the number of shares to 5,214,545. 

Board and stockholder approval obtained on March 29 and April 14, 2016, respectively, to increase the number of shares to 8,022,913. 

Board and stockholder approval obtained on February 15 and February 19, 2019, respectively, to increase the number of shares to 12,639,408. 

Board approval obtained on October 23, 2019 and February 6, 2020 to increase the number of shares to 14,139,408 and 15,639,408, respectively. 

Stockholder approval obtained on May 27, 2020 to increase the number of shares to 15,639,408. 

Board approval obtained on October 14, 2020 to increase the number of shares to 16,139,408. 

Board approval obtained on February 12, 2021 to add the ability to grant restricted stock units and extend the term of the Plan to February 12, 2022.

 Board approval obtained on March 4, 2021 to increase the number of shares to 16,460,321. 












 TABLE OF CONTENTS 

 

									
	 	 	  	 	  	Page	 
	 	SECTION 1.	 	  	 PURPOSE
	  	 	1	 
			
	 	SECTION 2.	 	  	 DEFINITIONS
	  	 	1	 
	 	2.1	 	  	 “Board”
	  	 	1	 
	 	2.2	 	  	 “Change in Control”
	  	 	1	 
	 	2.3	 	  	 “Code”
	  	 	2	 
	 	2.4	 	  	 “Committee”
	  	 	2	 
	 	2.5	 	  	 “Company”
	  	 	2	 
	 	2.6	 	  	 “Consultant”
	  	 	2	 
	 	2.7	 	  	 “Disability”
	  	 	2	 
	 	2.8	 	  	 “Employee”
	  	 	2	 
	 	2.9	 	  	 “Exchange Act”
	  	 	2	 
	 	2.10	 	  	 “Exercise Price”
	  	 	2	 
	 	2.11	 	  	 “Fair Market Value”
	  	 	2	 
	 	2.12	 	  	 “ISO”
	  	 	2	 
	 	2.13	 	  	 “NSO”
	  	 	3	 
	 	2.14	 	  	 “Option”
	  	 	3	 
	 	2.15	 	  	 “Optionee”
	  	 	3	 
	 	2.16	 	  	 “Outside Director”
	  	 	3	 
	 	2.17	 	  	 “Parent”
	  	 	3	 
	 	2.18	 	  	 “Participant”
	  	 	3	 
	 	2.19	 	  	 “Plan”
	  	 	3	 
	 	2.20	 	  	 “Purchase Price”
	  	 	3	 
	 	2.21	 	  	 “Purchaser”
	  	 	3	 
	 	2.22	 	  	 “Restricted Share Agreement”
	  	 	3	 
	 	2.23	 	  	 “Restricted Stock Unit”
	  	 	3	 
	 	2.24	 	  	 “Restricted Stock Unit Agreement”
	  	 	3	 
	 	2.25	 	  	 “Securities Act”
	  	 	3	 
	 	2.26	 	  	 “Service”
	  	 	3	 
	 	2.27	 	  	 “Share”
	  	 	4	 
	 	2.28	 	  	 “Stock”
	  	 	4	 
	 	2.29	 	  	 “Stock Option Agreement”
	  	 	4	 
	 	2.30	 	  	 “Subsidiary”
	  	 	4	 
	 	2.31	 	  	 “Ten-Percent Stockholder”
	  	 	4	 
			
	 	SECTION 3.	 	  	 ADMINISTRATION
	  	 	4	 
	 	3.1	 	  	 General Rule.
	  	 	4	 
	 	3.2	 	  	 Board Authority and Responsibility
	  	 	4	 
			
	 	SECTION 4.	 	  	 ELIGIBILITY
	  	 	5	 
	 	4.1	 	  	 General Rule
	  	 	5	 
			
	 	SECTION 5.	 	  	 STOCK SUBJECT TO PLAN
	  	 	5	 
	 	5.1	 	  	 Share Limit
	  	 	5	 













 TABLE OF CONTENTS 

(continued) 
  

									
	 	 	  	 	  	Page	 
	 	5.2	 	  	 Additional Shares
	  	 	5	 
			
	 	SECTION 6.	 	  	 RESTRICTED SHARES
	  	 	5	 
	 	6.1	 	  	 Restricted Share Agreement
	  	 	5	 
	 	6.2	 	  	 Duration of Offers and Nontransferability of Purchase Rights
	  	 	5	 
	 	6.3	 	  	 Purchase Price
	  	 	5	 
	 	6.4	 	  	 Repurchase Rights and Transfer Restrictions
	  	 	5	 
			
	 	SECTION 7.	 	  	 STOCK OPTIONS
	  	 	6	 
	 	7.1	 	  	 Stock Option Agreement
	  	 	6	 
	 	7.2	 	  	 Number of Shares; Kind of Option
	  	 	6	 
	 	7.3	 	  	 Exercise Price
	  	 	6	 
	 	7.4	 	  	 Term
	  	 	6	 
	 	7.5	 	  	 Exercisability
	  	 	6	 
	 	7.6	 	  	 Repurchase Rights and Transfer Restrictions
	  	 	7	 
	 	7.7	 	  	 Transferability of Options
	  	 	7	 
	 	7.8	 	  	 Exercise of Options on Termination of Service
	  	 	7	 
	 	7.9	 	  	 No Rights as a Stockholder
	  	 	7	 
	 	7.10	 	  	 Modification, Extension and Renewal of Options
	  	 	8	 
			
	 	SECTION 8.	 	  	 RESTRICTED STOCK UNITS
	  	 	8	 
	 	8.1	 	  	 Restricted Stock Unit Agreement
	  	 	8	 
	 	8.2	 	  	 Number of Restricted Stock Units
	  	 	8	 
	 	8.3	 	  	 Vesting and Settlement
	  	 	8	 
	 	8.4	 	  	 Form and Timing of Settlement
	  	 	8	 
	 	8.5	 	  	 Transferability
	  	 	8	 
	 	8.6	 	  	 No Rights as a Stockholder
	  	 	8	 
	 	8.7	 	  	 Modification
	  	 	8	 
			
	 	SECTION 9.	 	  	 PAYMENT FOR SHARES
	  	 	9	 
	 	9.1	 	  	 General
	  	 	9	 
	 	9.2	 	  	 Surrender of Stock
	  	 	9	 
	 	9.3	 	  	 Services Rendered
	  	 	9	 
	 	9.4	 	  	 Promissory Notes
	  	 	9	 
	 	9.5	 	  	 Exercise/Sale
	  	 	9	 
	 	9.6	 	  	 Exercise/Pledge
	  	 	9	 
	 	9.7	 	  	 Other Forms of Payment
	  	 	9	 
			
	 	SECTION 10.	 	  	 ADJUSTMENT OF SHARES
	  	 	10	 
	 	10.1	 	  	 General
	  	 	10	 
	 	10.2	 	  	 Dissolution or Liquidation
	  	 	10	 
	 	10.3	 	  	 Mergers and Consolidations
	  	 	10	 
	 	10.4	 	  	 Reservation of Rights
	  	 	10	 













 TABLE OF CONTENTS 

(continued) 
  

									
	 	 	  	 	  	Page	 
			
	 	SECTION 11.	 	  	 REPURCHASE RIGHTS
	  	 	11	 
	 	11.1	 	  	 Company’s Right To Repurchase Shares
	  	 	11	 
			
	 	SECTION 12.	 	  	 WITHHOLDING AND OTHER TAXES
	  	 	11	 
	 	12.1	 	  	 General
	  	 	11	 
	 	12.2	 	  	 Share Withholding
	  	 	11	 
	 	12.3	 	  	 Cashless Exercise/Pledge
	  	 	11	 
	 	12.4	 	  	 Other Forms of Payment
	  	 	11	 
	 	12.5	 	  	 Employer Fringe Benefit Taxes
	  	 	11	 
			
	 	SECTION 13.	 	  	 SECURITIES LAW REQUIREMENTS
	  	 	12	 
	 	13.1	 	  	 General
	  	 	12	 
	 	13.2	 	  	 Dividend Rights
	  	 	12	 
			
	 	SECTION 14.	 	  	 NO RETENTION RIGHTS
	  	 	12	 
			
	 	SECTION 15.	 	  	 DURATION AND AMENDMENTS
	  	 	12	 
	 	15.1	 	  	 Term of the Plan
	  	 	12	 
	 	15.2	 	  	 Right to Amend or Terminate the Plan
	  	 	12	 
	 	15.3	 	  	 Effect of Amendment or Termination
	  	 	12	 













 MATTERPORT, INC. 

2011 STOCK INCENTIVE PLAN 

SECTION 1. PURPOSE. 
 The Plan was
adopted by the Board of Directors effective June 17, 2011. The purpose of the Plan is to offer selected service providers the opportunity to acquire equity in the Company through awards of Options (which may constitute incentive stock options
or nonstatutory stock options), the award or sale of Shares and awards of Restricted Stock Units. 
 The award of Options, the award or sale
of Shares and the award of Restricted Stock Units under the Plan is intended to be exempt from the securities qualification requirements of the California Corporations Code by satisfying the exemption under section 25102(o) of the California
Corporations Code. However, awards of Options, the award or sale of Shares and awards of Restricted Stock Units may be made in reliance upon other state securities law exemptions. To the extent that such other exemptions are relied upon, the terms
of this Plan which are included only to comply with section 25102(o) shall be disregarded to the extent provided in the Stock Option Agreement, Restricted Share Agreement or Restricted Stock Unit Agreement. In addition, to the extent that section
25102(o) or the regulations promulgated thereunder are amended to delete any requirements set forth in such law or regulations, the terms of this Plan which are included only to comply with section 25102(o) or the regulations promulgated thereunder
as in effect prior to any such amendment shall be disregarded to the extent permitted by applicable law. 
 SECTION 2. DEFINITIONS. 

 

	2.1	 “Board” shall mean the Board of Directors of the Company, as constituted from time to
time. 


  

	2.2	 “Change in Control” shall mean the occurrence of any of the following events:



  

	 	(a)	 The consummation of a merger or consolidation of the Company with or into another entity or any other corporate
reorganization, if persons who were not stockholders of the Company immediately prior to such merger, consolidation or other reorganization own immediately after such merger, consolidation or other reorganization fifty percent (50%) or more of the
voting power of the outstanding securities of each of (A) the continuing or surviving entity and (B) any direct or indirect parent corporation of such continuing or surviving entity; 



 

	 	(b)	 The consummation of the sale, transfer or other disposition of all or substantially all of the Company’s
assets or the stockholders of the Company approve a plan of complete liquidation of the Company; or 


  

	 	(c)	 Any “person” (as defined below) who, by the acquisition or aggregation of securities, is or becomes
the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the combined voting power of
the Company’s then outstanding securities ordinarily (and apart from rights accruing under special circumstances) having the right to vote at elections of directors (the “Base Capital




  
 1 














	 	
Stock”); except that any change in the relative beneficial ownership of the Company’s securities by any person resulting solely from a reduction in the aggregate number of outstanding
shares of Base Capital Stock, and any decrease thereafter in such person’s ownership of securities, shall be disregarded until such person increases in any manner, directly or indirectly, such person’s beneficial ownership of any
securities of the Company. 

 For purposes of Section 2.2(c), the term “person” shall have the same meaning as when used in
sections 13(d) and 14(d) of the Exchange Act but shall exclude (1) a trustee or other fiduciary holding securities under an employee benefit plan maintained by the Company or a Parent or Subsidiary and (2) a corporation owned directly or
indirectly by the stockholders of the Company in substantially the same proportions as their ownership of the Stock. 
 Notwithstanding the foregoing, the
term “Change in Control” shall not include (a) a transaction the sole purpose of which is to change the state of the Company’s incorporation, (b) a transaction the sole purpose of which is to form a holding company that will
be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction, (c) a transaction the sole purpose of which is to make an initial public offering of the Company’s
Stock or (d) any change in the beneficial ownership of the securities of the Company as a result of a private financing of the Company that is approved by the Board. 
  

	2.3	 “Code” shall mean the Internal Revenue Code of 1986, as amended. 



 

	2.4	 “Committee” shall mean the committee designated by the Board, which is authorized to
administer the Plan, as described in Section 3 hereof. 


  

	2.5	 “Company” shall mean Matterport, Inc., a Delaware corporation. 



 

	2.6	 “Consultant” shall mean a consultant or advisor who is not an Employee or Outside Director and
who performs bona fide services for the Company, a Parent or Subsidiary. 


  

	2.7	 “Disability” shall mean a condition that renders an individual unable to engage in substantial
gainful activity by reason of any medically determinable physical or mental impairment. 


  

	2.8	 “Employee” shall mean any individual who is a
common-law employee of the Company, a Parent or a Subsidiary and who is an “employee” within the meaning of section 3401(c) of the Code and regulations issued thereunder. 



 

	2.9	 “Exchange Act” shall mean the U.S. Securities and Exchange Act of 1934, as amended.



  

	2.10	 “Exercise Price” shall mean the amount for which one Share may be purchased upon the exercise
of an Option, as specified in a Stock Option Agreement. 


  

	2.11	 “Fair Market Value” means, with respect to a Share, the market price of one Share of Stock,
determined by the Board in good faith. Such determination shall be conclusive and binding on all persons. 


  

	2.12	 “ISO” shall mean an incentive stock option described in section 422(b) of the Code.




  
 2 














	2.13	 “NSO” shall mean a stock option that is not an ISO. 



 

	2.14	 “Option” shall mean an ISO or NSO granted under the Plan and entitling the holder to purchase
Shares. 


  

	2.15	 “Optionee” shall mean a person that holds an Option. 



 

	2.16	 “Outside Director” shall mean a member of the Board of the Company, a Parent or a Subsidiary
who is not an Employee. 


  

	2.17	 “Parent” shall mean any corporation (other than the Company) in an unbroken chain of
corporations ending with the Company, if each of the corporations other than the Company owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. A
corporation that attains the status of a Parent on a date after the adoption of the Plan shall be considered a Parent commencing as of such date. 


  

	2.18	 “Participant” shall mean a person that holds Restricted Stock Units. 



 

	2.19	 “Plan” shall mean the Amended and Restated Matterport, Inc. 2011 Stock Incentive Plan.



  

	2.20	 “Purchase Price” shall mean the consideration for which one Share may be acquired under the
Plan (other than upon exercise of an Option). 


  

	2.21	 “Purchaser” shall mean a person to whom the Board has offered the right to acquire Shares
under the Plan (other than upon exercise of an Option). 


  

	2.22	 “Restricted Share Agreement” shall mean the agreement between the Company and a Purchaser who
acquires Shares under the Plan that contains the terms, conditions and restrictions pertaining to the acquisition of such Shares. 


  

	2.23	 “Restricted Stock Unit” shall mean a bookkeeping entry representing an amount equal to the
Fair Market Value of one Share, granted pursuant to Section 8. Each Restricted Stock Unit represents an unfunded and unsecured obligation of the Company. 



 

	2.24	 “Restricted Stock Unit Agreement” shall mean the agreement between the Company and a
Participant that contains the terms, conditions and restrictions pertaining to the Participant’s Restricted Stock Units. 


  

	2.25	 “Securities Act” shall mean the U.S. Securities Act of 1933, as amended.



  

	2.26	 “Service” shall mean service as an Employee, a Consultant or an Outside Director, subject to
such further limitations as may be set forth in the applicable Stock Option Agreement, Restricted Share Agreement or Restricted Stock Unit Agreement. Service shall be deemed to continue during a bona fide leave of absence approved by the Company in
writing if and to the extent that continued crediting of Service for purposes of the Plan is expressly required by the terms of such leave or by applicable law, as determined by the Company. However, for purposes of determining whether an Option is
entitled to ISO status, and to the extent required under the Code, an Employee’s employment will be treated as 



  
 3 














	 	
terminating three (3) months after such Employee went on leave, unless such Employee’s right to return to active work is guaranteed by law or by a contract or such Employee immediately
returns to active work. The Company determines which leaves count toward Service, and when Service terminates for all purposes under the Plan. 

  

	2.27	 “Share” shall mean one share of Stock, as adjusted in accordance with Section 10 (if
applicable). 


  

	2.28	 “Stock” shall mean the common stock of the Company. 



 

	2.29	 “Stock Option Agreement” shall mean the agreement between the Company and an Optionee which
contains the terms, conditions and restrictions pertaining to the Optionee’s Option. 


  

	2.30	 “Subsidiary” means any corporation (other than the Company) in an unbroken chain of
corporations beginning with the Company, if each of the corporations other than the last corporation in the unbroken chain owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the
other corporations in such chain. A corporation that attains the status of a Subsidiary on a date after the adoption of the Plan shall be considered a Subsidiary commencing as of such date. 



 

	2.31	 “Ten-Percent Stockholder” means an individual who owns
more than ten percent (10%) of the total combined voting power of all classes of outstanding stock of the Company, its Parent or any of its Subsidiaries. In determining stock ownership for purposes of this Section 2.31, the attribution rules of
section 424(d) of the Code shall be applied. 


 SECTION 3. ADMINISTRATION. 

 

	3.1	 General Rule. The Plan shall be administered by the Board. However, the Board may delegate any or all
administrative functions under the Plan otherwise exercisable by the Board to one or more Committees. Each Committee shall consist of at least one member of the Board who has been appointed by the Board. Each Committee shall have the authority and
be responsible for such functions as the Board has assigned to it. If a Committee has been appointed, any reference to the Board in the Plan shall be construed as a reference to the Committee to whom the Board has assigned a particular function. To
the extent permitted by applicable law, the Board may also authorize one or more officers of the Company to designate Employees, other than such authorized officer or officers, to receive awards and/or to determine the number of such awards to be
received by such persons; provided, however, that the Board shall specify the total number of awards that such officer or officers may so award. 


  

	3.2	 Board Authority and Responsibility. Subject to the provisions of the Plan, the Board shall have full
authority and discretion to take any actions it deems necessary or advisable for the administration of the Plan. All decisions, interpretations and any other actions of the Board with respect to the Plan shall be final and binding on all persons
deriving rights under the Plan. 



  
 4 













 SECTION 4. ELIGIBILITY. 

 

	4.1	 General Rule. Only Employees shall be eligible for the grant of ISOs. Only Employees, Consultants and
Outside Directors shall be eligible for the grant of NSOs, the award or sale of Shares or the grant of Restricted Stock Units. 



SECTION 5. STOCK SUBJECT TO PLAN. 
  

	5.1	 Share Limit. Subject to Sections 5.2 and 10, the aggregate number of Shares which may be issued under
the Plan shall not exceed 16,460,321 Shares. The number of Shares which are subject to Options, Restricted Stock Units or other rights outstanding at any time shall not exceed the number of Shares which then remain available for issuance under the
Plan. The Company, during the term of the Plan, shall at all times reserve and keep available sufficient Shares to satisfy the requirements of the Plan. Shares offered under the Plan may be authorized but unissued Shares or treasury Shares.



  

	5.2	 Additional Shares. In the event that any outstanding Option, Restricted Stock Unit or other right
expires or is canceled for any reason, the Shares allocable to the unexercised, expired or cancelled portion of such Option, Restricted Stock Unit or other right shall remain available for issuance pursuant to the Plan. If a Share previously issued
under the Plan is reacquired by the Company pursuant to a forfeiture provision, then such Share shall again become available for issuance under the Plan. 



SECTION 6. RESTRICTED SHARES. 
  

	6.1	 Restricted Share Agreement. Each award or sale of Shares under the Plan (other than upon exercise of an
Option or settlement of a Restricted Stock Unit) shall be evidenced by a Restricted Share Agreement between the Purchaser and the Company. Such award or sale shall be subject to all applicable terms and conditions of the Plan and may be subject to
any other terms and conditions imposed by the Board, as set forth in the Restricted Share Agreement, that are not inconsistent with the Plan. The provisions of the various Restricted Share Agreements entered into under the Plan need not be
identical. 


  

	6.2	 Duration of Offers and Nontransferability of Purchase Rights. Any right to acquire Shares (other than an
Option or a Restricted Stock Unit) shall automatically expire if not exercised by the Purchaser within thirty (30) days after the Company communicates the grant of such right to the Purchaser. Such right shall be nontransferable and shall be
exercisable only by the Purchaser to whom the right was granted. 


  

	6.3	 Purchase Price. To the extent an award consists of newly issued Shares, the award recipient shall
furnish consideration having a value not less than the par value of such Shares as determined by the Board. Subject to the foregoing in this Section 6.3, the Board shall determine the amount of the Purchase Price in its sole discretion. The
Purchase Price shall be payable in a form described in Section 9. 


  

	6.4	 Repurchase Rights and Transfer Restrictions. Each award or sale of Shares shall be subject to such
forfeiture conditions, rights of repurchase, rights of first refusal and other transfer restrictions as the Board may determine, subject to the requirements of Section 11. Such restrictions shall be set forth in the applicable Restricted Share
Agreement and shall apply in addition to any restrictions otherwise applicable to holders of Shares generally. 



  
 5 













 SECTION 7. STOCK OPTIONS. 

 

	7.1	 Stock Option Agreement. Each grant of an Option under the Plan shall be evidenced by a Stock Option
Agreement between the Optionee and the Company. The Option shall be subject to all applicable terms and conditions of the Plan and may be subject to any other terms and conditions imposed by the Board, as set forth in the Stock Option Agreement,
which are not inconsistent with the Plan. The provisions of the various Stock Option Agreements entered into under the Plan need not be identical. 


  

	7.2	 Number of Shares; Kind of Option. Each Stock Option Agreement shall specify the number of Shares that
are subject to the Option and shall provide for the adjustment of such number in accordance with Section 10. The Stock Option Agreement shall also specify whether the Option is intended to be an ISO or an NSO. 



 

	7.3	 Exercise Price. Each Stock Option Agreement shall set forth the Exercise Price, which shall be payable
in a form described in Section 9. Subject to the following requirements, the Exercise Price under any Option shall be determined by the Board in its sole discretion: 



 

	 	(a)	 Minimum Exercise Price for ISOs. The Exercise Price per Share of an ISO shall not be less than one
hundred percent (100%) of the Fair Market Value of a Share on the date of grant; provided, however, that the Exercise Price per Share of an ISO granted to a Ten-Percent Stockholder shall not be less than one
hundred ten percent (110%) of the Fair Market Value of a Share on the date of grant. 


  

	 	(b)	 Minimum Exercise Price for NSOs. The Exercise Price per Share of an NSO shall be such price as is
determined by the Board, provided that, if the Exercise Price per Share is less than 100% of the Fair Market Value on the date of grant, it shall comply with all applicable laws, including Section 409A of the Code (to the extent applicable).



  

	7.4	 Term. Each Stock Option Agreement shall specify the term of the Option. The term of an Option shall in
no event exceed ten (10) years from the date of grant. The term of an ISO granted to a Ten-Percent Stockholder shall not exceed five (5) years from the date of grant. Subject to the foregoing, the
Board in its sole discretion shall determine when an Option shall expire. 


  

	7.5	 Exercisability. Each Stock Option Agreement shall specify the date when all or any installment of the
Option is to become exercisable; provided, however, that no Option shall be exercisable unless the Optionee has delivered to the Company an executed copy of the Stock Option Agreement. Subject to the following restrictions, the Board in its sole
discretion shall determine when all or any installment of an Option is to become exercisable and may, in its discretion, provide for accelerated exercisability in the event of a Change in Control or other events: 



  
 6 














	 	(a)	 Options Granted to Outside Directors. The exercisability of an Option granted to an Optionee for service
as an Outside Director shall be automatically accelerated in full in the event of a Change in Control. 


  

	 	(b)	 Early Exercise. A Stock Option Agreement may permit the Optionee to exercise the Option as to Shares
that are subject to a right of repurchase by the Company in accordance with the requirements of Section 11.1. 


  

	7.6	 Repurchase Rights and Transfer Restrictions. Shares purchased on exercise of Options shall be subject to
such forfeiture conditions, rights of repurchase, rights of first refusal and other transfer restrictions as the Board may determine, subject to the requirements of Section 11. Such restrictions shall be set forth in the applicable Stock Option
Agreement and shall apply in addition to any restrictions otherwise applicable to holders of Shares generally. 


  

	7.7	 Transferability of Options. During an Optionee’s lifetime, his or her Options shall be exercisable
only by the Optionee or by the Optionee’s guardian or legal representatives, and shall not be transferable other than by beneficiary designation, will or the laws of descent and distribution. Notwithstanding the foregoing, however, to the
extent permitted by the Board in its sole discretion, an NSO may be transferred by the Optionee to a revocable trust or to one or more family members or a trust established for the benefit of the Optionee and/or one or more family members to the
extent permitted by section 260.140.41(c) of Title 10 of the California Code of Regulations and Rule 701 of the Securities Act. 


  

	7.8	 Exercise of Options on Termination of Service. Each Option shall set forth the extent to which the
Optionee shall have the right to exercise the Option following termination of the Optionee’s Service. Each Stock Option Agreement shall provide the Optionee with the right to exercise the Option following the Optionee’s termination of
Service during the Option term, to the extent the Option was exercisable for vested Shares upon termination of Service, for at least thirty (30) days if termination of Service is due to any reason other than cause, death or Disability, and for
at least six (6) months after termination of Service if due to death or Disability (but in no event later than the expiration of the Option term). If the Optionee’s Service is terminated for cause, the Stock Option Agreement may provide
that the Optionee’s right to exercise the Option terminates immediately on the effective date of the Optionee’s termination. To the extent the Option was not exercisable for vested Shares upon termination of Service, the Option shall
terminate when the Optionee’s Service terminates. Subject to the foregoing, such provisions shall be determined in the sole discretion of the Board, need not be uniform among all Options issued pursuant to the Plan, and may reflect distinctions
based on the reasons for termination of Service. 


  

	7.9	 No Rights as a Stockholder. An Optionee, or a transferee of an Optionee, shall have no rights as a
stockholder with respect to any Shares covered by the Option until such person becomes entitled to receive such Shares by filing a notice of exercise and paying the Exercise Price pursuant to the terms of the Option. No adjustments shall be made,
except as provided in Section 10. 



  
 7 














	7.10	 Modification, Extension and Renewal of Options Within the limitations of the Plan, the Board may modify,
extend or renew outstanding Options or may accept the cancellation of outstanding Options (to the extent not previously exercised), whether or not granted hereunder, in return for the grant of new Options for the same or a different number of Shares
and at the same or a different Exercise Price. The foregoing notwithstanding, no modification of an Option shall, without the consent of the Optionee, materially impair his or her rights or increase the Optionee’s obligations under such Option.



 SECTION 8. RESTRICTED STOCK UNITS. 
  

	8.1	 Restricted Stock Unit Agreement. Each grant of Restricted Stock Units under the Plan shall be evidenced
by a Restricted Stock Unit Agreement between the Participant and the Company. The Restricted Stock Units shall be subject to all applicable terms and conditions of the Plan and may be subject to any other terms and conditions imposed by the Board,
as set forth in the Restricted Stock Unit Agreement, which are not inconsistent with the Plan. The provisions of the various Restricted Stock Unit Agreements entered into under the Plan need not be identical. 



 

	8.2	 Number of Restricted Stock Units. Each Restricted Stock Unit Agreement shall specify the number of
Restricted Stock Units and shall provide for the adjustment of such number (and the Shares covered thereby) in accordance with Section 10. 


  

	8.3	 Vesting and Settlement. The Board may, in its discretion, set vesting criteria for the Restricted Stock
Units that must be met in order to be eligible to receive a payout pursuant to the award, including additional conditions which must also be met. Any such vesting criteria may be based upon the achievement of Company-wide, business unit or
individual goals (including, but not limited to, continued employment or Service), or any other basis determined by the Board in its discretion. Notwithstanding the foregoing, at any time after the grant of Restricted Stock Units, the Board, in its
sole discretion, may reduce or waive any applicable vesting criteria. 


  

	8.4	 Form and Timing of Settlement. Settlement of earned Restricted Stock Units will be made upon the date(s)
determined by the Board and may be subject to additional conditions, if any, each as set forth in the Restricted Stock Unit Agreement. The Board, in its sole discretion, may settle earned Restricted Stock Units in cash, Shares or a combination of
both. 


  

	8.5	 Transferability. Restricted Stock Units shall not be transferable other than by beneficiary designation,
will or the laws of descent and distribution. 


  

	8.6	 No Rights as a Stockholder. A Participant shall have no rights as a stockholder with respect to any
Shares unless and until the Shares are issued to the Participant pursuant to the terms of the Restricted Stock Unit Agreement. No adjustments shall be made, except as provided in Section 10. 



 

	8.7	 Modification. Within the limitations of the Plan, the Board may modify an outstanding award of
Restricted Stock Units; however, no modification shall, without the consent of the Participant, materially impair his or her rights or increase the Participant’s obligations under such award. 



  
 8 













 SECTION 9. PAYMENT FOR SHARES. 

 

	9.1	 General. The entire Purchase Price or Exercise Price of Shares issued under the Plan shall be payable in
cash, cash equivalents or one of the other forms provided in this Section 9. 


  

	9.2	 Surrender of Stock. To the extent permitted by the Board in its sole discretion, payment may be made in
whole or in part by surrendering (in good form for transfer), or attesting to ownership of, Shares which have already been owned by the Optionee; provided, however, that payment may not be made in such form if such action would cause the Company to
recognize any (or additional) compensation expense with respect to the Option for financial reporting purposes. Such Shares shall be valued at their Fair Market Value on the date of Option exercise. 



 

	9.3	 Services Rendered. As determined by the Board in its discretion, Shares may be awarded under the Plan in
consideration of past or future services rendered to the Company, a Parent or Subsidiary. 


  

	9.4	 Promissory Notes. To the extent permitted by the Board in its sole discretion, payment may be made in
whole or in part with a full-recourse promissory note executed by the Optionee or Purchaser. The interest rate payable under the promissory note shall not be less than the minimum rate required to avoid the imputation of income for U.S. federal
income tax purposes. Shares shall be pledged as security for payment of the principal amount of the promissory note, and interest thereon; provided that if the Optionee or Purchaser is a Consultant, such note must be collateralized with such
additional security to the extent required by applicable laws. In no event shall the stock certificate(s) representing such Shares be released to the Optionee or Purchaser until such note is paid in full. Subject to the foregoing, the Board shall
determine the term, interest rate and other provisions of the note. 


  

	9.5	 Exercise/Sale. To the extent permitted by the Board in its sole discretion, and if a public market for
the Shares exists, payment may be made in whole or in part by delivery (on a form prescribed by the Company) of an irrevocable direction to a securities broker approved by the Company to sell Shares and to deliver all or part of the sale proceeds to
the Company in payment of all or part of the Exercise Price and any withholding taxes. 


  

	9.6	 Exercise/Pledge. To the extent permitted by the Board in its sole discretion, and if a public market for
the Shares exists, payment may be made in whole or in part by delivery (on a form prescribed by the Company) of an irrevocable direction to a securities broker or lender approved by the Company to pledge Shares, as security for a loan, and to
deliver all or part of the loan proceeds to the Company in payment of all or part of the Exercise Price and any withholding taxes. 


  

	9.7	 Other Forms of Payment. To the extent permitted by the Board in its sole discretion, payment may be made
in any other form that is consistent with applicable laws, regulations and rules. 



  
 9 













 SECTION 10. ADJUSTMENT OF SHARES. 

 

	10.1	 General. In the event of a subdivision of the outstanding Stock, a declaration of a dividend payable in
Shares, a declaration of an extraordinary dividend payable in a form other than Shares in an amount that has a material effect on the Fair Market Value of the Stock, a combination or consolidation of the outstanding Stock into a lesser number of
Shares, a recapitalization, a spin-off, a reclassification, or a similar occurrence, the Board shall make appropriate adjustments to the following: (i) the number of Shares available for future awards
under Section 5; (ii) the number of Shares covered by each outstanding Option; (iii) the Exercise Price under each outstanding Option; (iv) the price of Shares subject to the Company’s right of repurchase; and (v) the number
of outstanding Restricted Stock Units and the number of Shares covered by outstanding Restricted Stock Units. 


  

	10.2	 Dissolution or Liquidation. To the extent not previously exercised or settled, Options and Restricted
Stock Units shall terminate immediately prior to the dissolution or liquidation of the Company. 


  

	10.3	 Mergers and Consolidations. In the event that the Company is a party to a merger or other consolidation,
or in the event of a transaction providing for the sale of all or substantially all of the Company’s stock or assets, outstanding Options and Restricted Stock Units shall be subject to the agreement of merger, consolidation or sale. Such
agreement may provide for one or more of the following: (i) the continuation of the outstanding Options and Restricted Stock Units by the Company, if the Company is a surviving corporation; (ii) the assumption of the Plan and outstanding
Options and Restricted Stock Units by the surviving corporation or its parent; (iii) the substitution by the surviving corporation or its parent of options with substantially the same terms for such outstanding Options and Restricted Stock
Units; (iv) immediate exercisability of such outstanding Options followed by the cancellation of such Options; (v) immediate vesting and settlement of such outstanding Restricted Stock Units; or (vi) settlement of the intrinsic value
of the outstanding Options (whether or not then exercisable) and Restricted Stock Units (whether or not then vested) in cash or cash equivalents or equity (including cash or equity subject to deferred vesting and delivery consistent with the vesting
restrictions applicable to such Options, Restricted Stock Units or the underlying Shares) followed by the cancellation of such Options and Restricted Stock Units; in each case without the Optionee’s or the Participant’s consent.



  

	10.4	 Reservation of Rights. Except as provided in this Section 10, an Optionee, Participant or offeree
shall have no rights by reason of any subdivision or consolidation of shares of stock of any class, the payment of any dividend or any other increase or decrease in the number of shares of stock of any class. Any issuance by the Company of shares of
stock of any class, or securities convertible into shares of stock of any class, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number or Exercise Price of Shares subject to an Option and the number of
Restricted Stock Units and Shares covered by the Restricted Stock Units. The grant of an Option or Restricted Stock Units pursuant to the Plan shall not affect in any way the right or power of the Company to make adjustments, reclassifications,
reorganizations or changes of its capital or business structure, to merge or consolidate or to dissolve, liquidate, sell or transfer all or any part of its business or assets. 



  
 10 













 SECTION 11. REPURCHASE RIGHTS. 

 

	11.1	 Company’s Right To Repurchase Shares. The Company shall have the right to repurchase
Shares that have been acquired through an award or sale of Shares, the exercise of an Option or the settlement of Restricted Stock Units upon termination of the Purchaser’s, Optionee’s or Participant’s Service if provided in the
applicable Restricted Share Agreement, Stock Option Agreement or Restricted Stock Unit Agreement. The Board in its sole discretion shall determine when the right to repurchase shall lapse as to all or any portion of the Shares, and may, in its
discretion, provide for accelerated vesting in the event of a Change in Control or other events; provided, however, that the right to repurchase shall lapse as to all of the Shares issued to an Outside Director for service as an Outside Director in
the event of Change in Control. 


 SECTION 12. WITHHOLDING AND OTHER TAXES. 

 

	12.1	 General. An Optionee, Purchaser, Participant or his or her successor shall pay, or make arrangements
satisfactory to the Board for the satisfaction of, any federal, state, local or foreign withholding tax obligations that may arise in connection with the Plan. The Company shall not be required to issue any Shares or make any cash payment under the
Plan until such obligations are satisfied. 


  

	12.2	 Share Withholding. The Board may permit an Optionee, Purchaser or Participant to satisfy all or part of
his or her withholding or income tax obligations by having the Company withhold all or a portion of any Shares that would otherwise be issued to him or her upon exercise of an Option or settlement of Restricted Stock Units, or by surrendering all or
a portion of any Shares that he or she previously acquired; provided, however, that in no event may an Optionee, Purchaser or Participant surrender Shares in excess of the legally required withholding amount based on the minimum statutory
withholding rates for federal and state tax purposes that apply to supplemental taxable income. Such Shares shall be valued at their Fair Market Value on the date when taxes otherwise would be withheld in cash. Any payment of taxes by assigning
Shares to the Company may be subject to restrictions, including any restrictions required by rules of any federal or state regulatory body or other authority. All elections by Optionees, Purchasers or Participants to have Shares withheld for this
purpose shall be made in such form and under such conditions as the Board may deem necessary or advisable. 


  

	12.3	 Cashless Exercise/Pledge. The Board may provide that if Company Shares are publicly traded at the time
of exercise (and if permitted under applicable laws), arrangements may be made to meet the Optionee’s, Purchaser’s or Participant’s withholding obligation by cashless exercise or pledge. 



 

	12.4	 Other Forms of Payment. The Board may permit such other means of tax withholding as it deems
appropriate. 


  

	12.5	 Employer Fringe Benefit Taxes. To the extent permitted by applicable federal, state, local and foreign
law, an Optionee, Purchaser or Participant shall be liable for any fringe benefit tax that may be payable by the Company and/or the Optionee’s, Purchaser’s or Participant’s employer in connection with any award granted to the
Optionee, Purchaser or Participant under the Plan, which the Company and/or employer may collect by any reasonable method established by the Company and/or employer. 



  
 11 













 SECTION 13. SECURITIES LAW REQUIREMENTS. 

 

	13.1	 General. Shares shall not be issued under the Plan unless the issuance and delivery of such Shares
complies with (or is exempt from) all applicable requirements of law, including (without limitation) the Securities Act, the rules and regulations promulgated thereunder, state securities laws and regulations, and the regulations of any stock
exchange or other securities market on which the Company’s securities may then be listed. 


  

	13.2	 Dividend Rights. A Restricted Share Agreement may require that the holders of Shares invest any cash
dividends received in additional Shares. Such additional Shares shall be subject to the same conditions and restrictions as the award with respect to which the dividends were paid. 



SECTION 14. NO RETENTION RIGHTS. 

No provision of the Plan, or any right, Option or Restricted Stock Unit granted under the Plan, shall be construed to give any Optionee,
Purchaser or Participant any right to become an Employee, to be treated as an Employee, or to continue in Service for any period of time, or restrict in any way the rights of the Company (or Parent or subsidiary to whom the Optionee, Purchaser or
Participant provides Service), which rights are expressly reserved, to terminate the Service of such person at any time and for any reason, with or without cause. 

SECTION 15. DURATION AND AMENDMENTS. 
  

	15.1	 Term of the Plan. The Plan, as set forth herein, shall become effective on the date of its adoption by
the Board, subject to the approval of the Company’s stockholders. In the event that the stockholders fail to approve the Plan within twelve (12) months after its adoption by the Board, any grants, exercises or sales that have already
occurred under the Plan shall be rescinded, and no additional grants, exercises or sales shall be made under the Plan after such date. The Plan shall terminate automatically ten (10) years after its adoption by the Board. The Plan may be
terminated on any earlier date pursuant to Section 15.2 below. 


  

	15.2	 Right to Amend or Terminate the Plan. The Board may amend, suspend, or terminate the Plan at any time
and for any reason. An amendment of the Plan shall not be subject to the approval of the Company’s stockholders unless it (i) increases the number of Shares available for issuance under the Plan (except as provided in Section 10) or
(ii) materially changes the class of persons who are eligible for the grant of Options, the award or sale of Shares or the grant of Restricted Stock Units. 



 

	15.3	 Effect of Amendment or Termination. No Shares shall be issued or sold under the Plan after the
termination thereof, except upon exercise of an Option or the settlement of Restricted Stock Units granted prior to such termination. The termination of the Plan, or any amendment thereof, shall not adversely affect any Shares previously issued or
any Option or Restricted Stock Units previously granted under the Plan without the holder’s consent. 



  
 12