EX-10.2




 EXHIBIT 10.2 

ENERGOUS CORPORATION 

2014 NON-EMPLOYEE EQUITY COMPENSATION PLAN 

(AS AMENDED AND RESTATED MAY 26, 2020) 

Energous Corporation sets forth herein the terms and conditions of its 2014 Non-employee Equity
Compensation Plan (as Amended and Restated May 26, 2020), as follows: 
 1. PURPOSE 

The Plan is intended to enhance the Company’s and its Affiliates’ ability to attract and retain highly qualified Non-Employee Directors and Consultants, and to motivate such Non-Employee Directors and Consultants to serve the Company and its Affiliates and to expend maximum effort to
improve the business results and earnings of the Company, by providing to such persons an opportunity to acquire or increase a direct proprietary interest in the operations and future success of the Company. To this end, the Plan provides for the
grant of stock options, stock appreciation rights, restricted stock, restricted stock units, unrestricted stock, other share-based awards and cash awards. Any of these awards may, but need not, be made as performance incentives to reward attainment
of performance goals in accordance with the terms and conditions hereof. Stock options granted under the Plan shall be non-qualified stock options. 

2. DEFINITIONS 
 For purposes of
interpreting the Plan and related documents (including Award Agreements), the following definitions shall apply: 
 2.1
“Acquiror” shall have the meaning set forth in Section 15.2. 
 2.2
“Affiliate” means any company or other trade or business that “controls,” is “controlled by” or is “under common control with” the Company within the meaning of Rule 405 of Regulation
C under the Securities Act, including any Subsidiary. 
 2.3 “Award” means a grant of an Option, SAR, Restricted Stock, RSU,
Other Share-based Award or cash award under the Plan. 
 2.4 “Award Agreement” means a written agreement between the Company
and a Grantee, or notice from the Company or an Affiliate to a Grantee that evidences and sets out the terms and conditions of an Award. 

2.5 “Board” means the Board of Directors of the Company. 

2.6 “Business Combination” shall have the meaning set forth in Section 15.2. 

2.7 “Change in Control” shall have the meaning set forth in Section 15.2. 

2.8 “Code” means the Internal Revenue Code of 1986. 

2.9 “Committee” means the Compensation Committee of the Board or any committee or other person or persons designated by the
Board to administer the Plan. The Board will cause the Committee to satisfy the applicable requirements of any securities exchange on which the Common Stock may then be listed. For purposes of Awards to Grantees who are subject to Section 16 of
the Exchange Act, Committee means all of the members of the Committee who are “non-employee directors” within the meaning of Rule 16b-3 adopted under the
Exchange Act. 











 2.10 “Company” means Energous Corporation, a Delaware
Corporation, or any successor corporation. 
 2.11 “Common Stock” means the common stock of the Company. 

2.12 “Consultant” means a consultant or advisor that provides bona fide services to the Company or any Affiliate and who
qualifies as a consultant or advisor under Form S-8. 
 2.13 “Effective Date” means
May 26, 2020, the date the Plan was most recently approved by the Stockholders. 
 2.14 “Exchange Act” means the
Securities Exchange Act of 1934. 
 2.15 “Fair Market Value” of a Share as of a particular date means (i) if the Common
Stock is listed on a national securities exchange, the closing or last price of the Common Stock on the composite tape or other comparable reporting system for the applicable date, or if the applicable date is not a trading day, the trading day
immediately preceding the applicable date, or (ii) if the Common Stock is not then listed on a national securities exchange, the closing or last price of the Common Stock quoted by an established quotation service for over-the-counter securities, or (iii) if the Common Stock is not then listed on a national securities exchange or quoted by an established quotation service for over-the-counter securities, or the value of the Common Stock is not otherwise determinable, such value as determined by the Committee. 

2.16 “Family Member” means a person who is a spouse, former spouse, child, stepchild, grandchild, parent, stepparent,
grandparent, niece, nephew, mother-in-law, father-in-law,
son-in-law, daughter-in-law, brother, sister, brother-in-law or sister-in-law, including adoptive relationships, of the applicable individual, any person sharing the
applicable individual’s household (other than a tenant or employee), a trust in which any one or more of these persons have more than 50% of the beneficial interest, a foundation in which any one or more of these persons (or the applicable
individual) control the management of assets, and any other entity in which one or more of these persons (or the applicable individual) own more than 50% of the voting interests. 

2.17 “Grant Date” means the latest to occur of (i) the date as of which the Committee approves an Award, (ii) the
date on which the recipient of an Award first becomes eligible to receive an Award under Section 6 or (iii) such other date as may be specified by the Committee in the Award Agreement. 

2.18 “Grantee” means a person who receives or holds an Award. 

2.19 “Incumbent Directors” shall have the meaning set forth in Section 15.2. 

2.20 “Non-Employee Director” means a member of the Board or the board of
directors of an Affiliate, in each case who is not an officer or employee of the Company or any Affiliate. 
 2.21 “Option”
means an option to purchase one or more Shares pursuant to the Plan. 
 2.22 “Option Price” means the exercise price for
each Share subject to an Option. 
 2.23 “Other Share-based Awards” means Awards consisting of Share units, or other Awards,
valued in whole or in part by reference to, or otherwise based on, Common Stock, other than Options, SARs, Restricted Stock and RSUs. 











 2.24 “Performance Award” means an Award made subject to the attainment of
performance goals (as described in Section 12) over a performance period of at least one year established by the Committee. 

2.25 “Person” means an individual, entity or group within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange
Act. 
 2.26 “Plan” means this Energous Corporation 2014 Non-employee Equity
Compensation Plan. 
 2.27 “Purchase Price” means the purchase price for each Share pursuant to a grant of Restricted Stock.

 2.28 “Restricted Period” shall have the meaning set forth in Section 10.1.

 2.29 “Restricted Stock” means restricted Shares that are subject to specified terms and conditions, awarded to a Grantee
pursuant to Section 10. 
 2.30 “Restricted Stock Unit” or “RSU” means a
bookkeeping entry representing the right to receive Shares or their cash equivalent subject to the satisfaction of specified terms and conditions, awarded to a Grantee pursuant to Section 10. 

2.31 “SAR Exercise Price” means the per Share exercise price of a SAR granted to a Grantee under
Section 9. 
 2.32 “SEC” means the United States Securities and Exchange Commission. 

2.33 “Section 409A” means Code Section 409A. 

2.34 “Securities Act” means the Securities Act of 1933. 

2.35 “Separation from Service” means the termination of a Service Provider’s Service, whether initiated by the Service
Provider or the Company or an Affiliate; provided that if any Award governed by Section 409A is to be distributed on a Separation from Service, then the definition of Separation from Service for such purposes shall comply with the
definition provided in Section 409A. 
 2.36 “Service” means service as a Service Provider to the Company or an
Affiliate. Unless otherwise provided in the applicable Award Agreement, a Grantee’s change in position or duties shall not result in interrupted or terminated Service, so long as such Grantee continues to be a Service Provider to the Company or
an Affiliate. 
 2.37 “Service Provider” means a Non-Employee Director or Consultant
of the Company or an Affiliate. 
 2.38 “Share” means a share of Common Stock. 

2.39 “Stock Appreciation Right” or “SAR” means a right granted to a Grantee pursuant to
Section 9. 
 2.40 “Stockholder” means a stockholder of the Company. 

2.41 “Subsidiary” means any “subsidiary corporation” of the Company within the meaning of Code Section 424(f).












 2.42 “Substitute Award” means any Award granted in assumption of or in
substitution for an award of a company or business acquired by the Company or an Affiliate or with which the Company or an Affiliate combines. 

2.43 “Termination Date” means the date that is 10 years after the Effective Date, unless the Plan is earlier terminated by the
Board under Section 5.2. 
 2.44 “Voting Securities” shall have the meaning set forth in
Section 15.2. 
 3. ADMINISTRATION OF THE PLAN 

3.1 General 
 The Board
shall have such powers and authorities related to the administration of the Plan as are consistent with the Company’s certificate of incorporation and bylaws and applicable law. The Board shall have the power and authority to delegate its
responsibilities hereunder to the Committee, which shall have full authority to act in accordance with its charter, and with respect to the power and authority of the Board to act hereunder, all references to the Board shall be deemed to include a
reference to the Committee, unless such power or authority is specifically reserved by the Board. Except as specifically provided in Section 14 or as otherwise may be required by applicable law, regulatory requirement or
the certificate of incorporation or the bylaws of the Company, the Board shall have full power and authority to take all actions and to make all determinations required or provided for under the Plan, any Award or any Award Agreement, and shall have
full power and authority to take all such other actions and make all such other determinations not inconsistent with the specific terms and conditions of the Plan that the Board deems to be necessary or appropriate to the administration of the Plan.
The Committee shall administer the Plan; provided that, the Board shall retain the right to exercise the authority of the Committee to the extent consistent with applicable law and the applicable requirements of any securities exchange on
which the Common Stock may then be listed. All actions, determinations and decisions by the Board or the Committee under the Plan, any Award or any Award Agreement shall be in the Board’s (or the Committee’s, as applicable) sole discretion
and shall be final, binding and conclusive. Without limitation, the Committee shall have full and final power and authority, subject to the other terms and conditions of the Plan, to: 

(i) designate Grantees; 
 (ii)
determine the type or types of Awards to be made to Grantees; 
 (iii) determine the number of Shares to be subject to an Award; 

(iv) establish the terms and conditions of each Award (including the Option Price of any Option, the nature and duration of any restriction or
condition (or provision for lapse thereof) relating to the vesting, exercise, transfer or forfeiture of an Award or the Shares subject thereto); 

(v) prescribe the form of each Award Agreement; and 

(vi) amend, modify or supplement the terms or conditions of any outstanding Award including the authority, in order to effectuate the purposes
of the Plan, to modify Awards to foreign nationals or individuals who are employed outside the United States to recognize differences in local law, tax policy or custom. To the extent permitted by applicable law, the Committee may delegate its
authority as identified herein to any individual or committee of individuals (who need not be directors), including the authority to make Awards to Grantees who are not subject to Section 16 of the Exchange Act. To the extent that the Committee
delegates its authority to make Awards as provided by this Section 3.1, all references in the Plan to the Committee’s authority to make Awards and determinations with respect thereto shall be deemed to include the Committee’s
delegate. Any such delegate shall serve at the pleasure of, and may be removed at any time by, the Committee. 











 3.2 No Repricing 

Notwithstanding any provision herein to the contrary, the repricing of Options or SARs is prohibited without prior approval of the
Stockholders. For this purpose, a “repricing” means any of the following (or any other action that has the same effect as any of the following): (i) changing the terms of an Option or SAR to lower its Option Price or SAR Exercise Price;
(ii) any other action that is treated as a “repricing” under generally accepted accounting principles; and (iii) repurchasing for cash or canceling an Option or SAR at a time when its Option Price or SAR Exercise Price is greater
than the Fair Market Value of the underlying Shares in exchange for another award, unless the cancellation and exchange occurs in connection with a change in capitalization or similar change under Section 15. A cancellation
and exchange under clause (iii) would be considered a “repricing” regardless of whether it is treated as a “repricing” under generally accepted accounting principles and regardless of whether it is voluntary on the part of
the Grantee. 
 3.3 Award Agreements; Clawbacks 

The grant of any Award may be contingent upon the Grantee executing the appropriate Award Agreement. The Company may retain the right in an
Award Agreement to cause a forfeiture of the gain realized by a Grantee on account of actions taken by the Grantee in violation or breach of or in conflict with any service agreement, non-competition
agreement, any agreement prohibiting solicitation of employees or clients of the Company or any Affiliate thereof or any confidentiality obligation with respect to the Company or any Affiliate thereof, or otherwise in competition with the Company or
any Affiliate thereof, to the extent specified in such Award Agreement applicable to the Grantee. Furthermore, the Company may annul an Award if the Grantee is terminated for “cause” as defined in the applicable Award Agreement. 

All awards, amounts or benefits received or outstanding under the Plan shall be subject to clawback, cancellation, recoupment, rescission,
payback, reduction or other similar action in accordance with the terms of any Company clawback or similar policy or any applicable law related to such actions, as may be in effect from time to time. A Grantee’s acceptance of an Award shall be
deemed to constitute the Grantee’s acknowledgement of and consent to the Company’s application, implementation and enforcement of any applicable Company clawback or similar policy that may apply to the Grantee, whether adopted prior to or
following the Effective Date, and any provision of applicable law relating to clawback, cancellation, recoupment, rescission, payback or reduction of compensation, and the Grantee’s agreement that the Company may take such actions as may be
necessary to effectuate any such policy or applicable law, without further consideration or action. 
 3.4 Deferral Arrangement 

The Committee may permit or require the deferral of any Award payment into a deferred compensation arrangement, subject to such rules and
procedures as it may establish and in accordance with Section 409A, which may include provisions for the payment or crediting of interest or dividend equivalents, including converting such credits into deferred Share units. 

3.5 No Liability 
 No
member of the Board or of the Committee shall be liable for any action or determination made in good faith with respect to the Plan, any Award or Award Agreement. 

3.6 Book Entry 

Notwithstanding any other provision of the Plan to the contrary, the Company may elect to satisfy any requirement under the Plan for the
delivery of stock certificates through the use of book entry. 











 4. STOCK SUBJECT TO THE PLAN 

4.1 Authorized Number of Shares 

Subject to adjustment under Section 15, the aggregate number of Shares authorized to be issued under the Plan is
1,650,000. Shares issued under the Plan may consist in whole or in part of authorized but unissued Shares, treasury Shares or Shares purchased on the open market or otherwise, all as determined by the Board from time to time. 

4.2 Share Counting 

4.2.1 General 
 Each Share
granted in connection with an Award shall be counted as one Share against the limit in Section 4.1, subject to the provisions of this Section 4.2. 

4.2.2 Cash-Settled Awards 

Any Award settled in cash shall not be counted as issued Shares for any purpose under the Plan. 

4.2.3 Expired or Terminated Awards 

If any Award expires, or is terminated, surrendered or forfeited, in whole or in part, the unissued Shares covered by such Award shall again be
available for the grant of Awards. 
 4.2.4 Payment of Option Price or Tax Withholding in Shares 

If Shares issuable upon exercise, vesting or settlement of an Award, or Shares owned by a Grantee (which are not subject to any pledge or other
security interest) are surrendered or tendered to the Company in payment of the Option Price or Purchase Price of an Award or any taxes required to be withheld in respect of an Award, in each case, in accordance with the terms and conditions of the
Plan and any applicable Award Agreement, such surrendered or tendered Shares shall again be available for the grant of Awards. For a stock-settled SAR, only the net Shares actually issued upon exercise of the SAR shall be counted against the limit
in Section 4.1. 
 4.2.5 Substitute Awards 

Substitute Awards shall not be counted against the number of Shares reserved under the Plan. 

4.3 Limits on Awards to Non-Employee Directors 

The maximum value of Awards granted during any calendar year to any Non-Employee Director, taken
together with any cash fees paid to such Non-Employee Director during the calendar year and the value of awards granted to the Non-Employee Director under any other
equity compensation plan of the Company or an Affiliate during the calendar year, shall not exceed the following in total value: (i) $500,000 for the Chair of the Board and (ii) $300,000 for each Non-Employee
Director other than the Chair of the Board; provided , however , that Awards granted to Non-Employee Directors upon their initial election to the Board or the board of directors of an Affiliate
shall not be counted towards the limit under this Section 4.3. Any Awards or other equity compensation plan awards that are scheduled to vest over a period of more than one calendar year shall be applied pro rata for
purposes of the limit under this Section 4.3 based on the number of years over which such awards are scheduled to vest. For purposes of this Section 4.3, the value of any Awards shall be calculated
based on the average of the closing trading prices of the Common Stock on the principal stock exchange for such Common Stock during the 30 consecutive trading days immediately preceding the date the Award is granted. 











 5. EFFECTIVE DATE, DURATION AND AMENDMENTS 

5.1 Term 
 The Plan shall
be effective as of the Effective Date, provided that it has been approved by the Stockholders. The Plan shall terminate automatically on May 16, 2028 and may be terminated on any earlier date as provided in
Section 5.2. 
 5.2 Amendment and Termination of the Plan 

The Board may, at any time and from time to time, amend, suspend or terminate the Plan as to any Awards that have not been made. An amendment
shall be contingent on approval of the Stockholders to the extent stated by the Board, required by applicable law or required by applicable securities exchange listing requirements. No Awards shall be made after the Termination Date. The applicable
terms and conditions of the Plan, and any terms and conditions applicable to Awards granted prior to the Termination Date shall survive the termination of the Plan and continue to apply to such Awards. No amendment, suspension or termination of the
Plan shall, without the consent of the Grantee, materially impair rights or obligations under any Award theretofore awarded. 
 6. AWARD ELIGIBILITY AND
LIMITATIONS 
 6.1 Service Providers 

Subject to this Section 6.1, Awards may be made to any Service Provider as the Committee may determine and designate
from time to time. 
 6.2 Successive Awards 

An eligible person may receive more than one Award, subject to such restrictions as are provided herein. 

6.3 Stand-Alone, Additional, Tandem, and Substitute Awards 

Awards may be granted either alone or in addition to, in tandem with or in substitution or exchange for, any other Award or any award granted
under another plan of the Company, any Affiliate or any business entity to be acquired by the Company or an Affiliate, or any other right of a Grantee to receive payment from the Company or any Affiliate. Such additional, tandem or substitute or
exchange Awards may be granted at any time. If an Award is granted in substitution or exchange for another award, the Committee shall have the right to require the surrender of such other award in consideration for the grant of the new Award.
Subject to the requirements of applicable law, the Committee may make Awards in substitution or exchange for any other award under another plan of the Company, any Affiliate or any business entity to be acquired by the Company or an Affiliate. In
addition, Awards may be granted in lieu of cash compensation, including in lieu of cash amounts payable under other plans of the Company or any Affiliate, in which the value of Shares subject to the Award is equivalent in value to the cash
compensation (for example, RSUs or Restricted Stock). 
 7. AWARD AGREEMENT 

The grant of any Award may be contingent upon the Grantee executing an appropriate Award Agreement, in such form or forms as the Committee
shall from time to time determine. Without limiting the foregoing, an Award Agreement may be provided in the form of a notice that provides that acceptance of the Award constitutes acceptance of all terms and conditions of the Plan and the notice.
Award Agreements granted from time to time or at the same time need not contain similar provisions but shall be consistent with the terms and conditions of the Plan. 











 8. TERMS AND CONDITIONS OF OPTIONS 

8.1 Option Price 
 The
Option Price of each Option shall be fixed by the Committee and stated in the related Award Agreement. The Option Price of each Option (except those that constitute Substitute Awards) shall be at least the Fair Market Value on the Grant Date. In no
case shall the Option Price of any Option be less than the par value of a Share. 
 8.2 Vesting 

Subject to Section 8.3, each Option shall become exercisable at such times and under such conditions (including
performance requirements) as stated in the Award Agreement. 
 8.3 Term 

Each Option shall terminate, and all rights to purchase Shares thereunder shall cease 10 years from the Grant Date, or under such circumstances
and on such date prior thereto as is set forth in the Plan or as may be fixed by the Committee and stated in the related Award Agreement. 

8.4 Limitations on Exercise of Option 

Notwithstanding any other provision of the Plan, in no event may any Option be exercised, in whole or in part, (i) prior to the date the
Plan is approved by the Stockholders as provided herein or (ii) after the occurrence of an event that results in termination of the Option. 

8.5 Method of Exercise 

An Option that is exercisable may be exercised by the Grantee’s delivery of a notice of exercise to the Company, setting forth the number
of Shares with respect to which the Option is to be exercised, accompanied by full payment for the Shares. To be effective, notice of exercise must be made in accordance with procedures established by the Company from time to time. 

8.6 Rights of Holders of Options 

Unless otherwise provided in the applicable Award Agreement, an individual holding or exercising an Option shall have none of the rights of a
Stockholder (for example, the right to receive cash or dividend payments or distributions attributable to the subject Shares or to direct the voting of the subject Shares) until the Shares covered thereby are fully paid and issued to him. Except as
provided in Section 15 or the related Award Agreement, no adjustment shall be made for dividends, distributions or other rights for which the record date is prior to the date of such issuance. 

8.7 Delivery of Stock Certificates 

Subject to Section 3.6, promptly after the exercise of an Option by a Grantee and the payment in full of the Option
Price, such Grantee shall be entitled to the issuance of a stock certificate or certificates evidencing his or her ownership of the Shares subject to the Option. 

9. TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS 

9.1 Right to Payment 
 A
SAR shall confer on the Grantee a right to receive, upon exercise thereof, the excess of (i) the Fair Market Value on the date of exercise over (ii) the SAR Exercise Price, as determined by the Committee. The Award Agreement for a SAR
(except those that constitute Substitute Awards) shall specify the SAR Exercise Price, which shall be fixed on the Grant Date as not less than the Fair Market Value on that date. SARs may be granted alone or in conjunction with all or part of an
Option or at any subsequent 











 
time during the term of such Option or in conjunction with all or part of any other Award. A SAR granted in tandem with an outstanding Option following the Grant Date of such Option shall have a
grant price that is equal to the Option Price; provided , however , that the SAR’s grant price may not be less than the Fair Market Value on the Grant Date of the SAR to the extent required by Section 409A. 

9.2 Other Terms 
 The
Committee shall determine the time or times at which and the circumstances under which a SAR may be exercised in whole or in part (including based on achievement of performance goals and/or future service requirements), the time or times at which
SARs shall cease to be or become exercisable following Separation from Service or upon other conditions, the method of exercise, whether or not a SAR shall be in tandem or in combination with any other Award and any other terms and conditions of any
SAR. 
 9.3 Term of SARs 

The term of a SAR shall be determined by the Committee; provided, however, that such term shall not exceed 10 years. 

9.4 Payment of SAR Amount 

Upon exercise of a SAR, a Grantee shall be entitled to receive payment from the Company (in cash or Shares, as determined by the Committee) in
an amount determined by multiplying: 
 (i) the difference between the Fair Market Value on the date of exercise over the SAR Exercise Price;
by 
 (ii) the number of Shares with respect to which the SAR is exercised. 

10. TERMS AND CONDITIONS OF RESTRICTED STOCK AND RESTRICTED STOCK UNITS 

10.1 Restrictions 
 At the
time of grant, the Committee may establish a period of time (a “Restricted Period ”) and any additional restrictions including the satisfaction of corporate or individual performance objectives applicable to an Award of Restricted
Stock or RSUs. Each Award of Restricted Stock or RSUs may be subject to a different Restricted Period and additional restrictions. Neither Restricted Stock nor RSUs may be sold, transferred, assigned, pledged or otherwise encumbered or disposed of
during the Restricted Period or prior to the satisfaction of any other applicable restrictions. 
 10.2 Restricted Stock Certificates

 The Company shall issue Shares, in the name of each Grantee to whom Restricted Stock has been granted, stock certificates or other
evidence of ownership representing the total number of Shares of Restricted Stock granted to the Grantee, as soon as reasonably practicable after the Grant Date. The Committee may provide in an Award Agreement that either (i) the Secretary of
the Company shall hold such certificates for the Grantee’s benefit until such time as the Restricted Stock is forfeited to the Company or the restrictions lapse, or (ii) such certificates shall be delivered to the Grantee; provided
, however , that such certificates shall bear a legend or legends that comply with the applicable securities laws and regulations and make appropriate reference to the restrictions imposed under the Plan and the Award Agreement. 

10.3 Rights of Holders of Restricted Stock 

Unless the otherwise provided in the applicable Award Agreement and subject to Section 17.10, holders of Restricted
Stock shall have rights as Stockholders, including voting and dividend rights. 











 10.4 Rights of Holders of RSUs 

10.4.1 Settlement of RSUs 

RSUs may be settled in cash or Shares, as determined by the Committee and set forth in the Award Agreement. The Award Agreement shall also set
forth whether the RSUs shall be settled (i) within the time period specified for “short term deferrals” under Section 409A or (ii) otherwise within the requirements of Section 409A, in which case the Award Agreement
shall specify upon which events such RSUs shall be settled. 
 10.4.2 Voting and Dividend Rights 

Unless otherwise provided in the applicable Award Agreement and subject to Section 17.10, holders of RSUs shall not
have rights as Stockholders, including voting or dividend or dividend equivalents rights. 
 10.4.3 Creditor’s Rights 

A holder of RSUs shall have no rights other than those of a general creditor of the Company. RSUs represent an unfunded and unsecured
obligation of the Company, subject to the terms and conditions of the applicable Award Agreement. 
 10.5 Purchase of Restricted Stock

 The Grantee shall be required, to the extent required by applicable law, to purchase the Restricted Stock from the Company at a
Purchase Price equal to the greater of (i) the aggregate par value of the Shares represented by such Restricted Stock or (ii) the Purchase Price, if any, specified in the related Award Agreement. If specified in the Award Agreement, the
Purchase Price may be deemed paid by Services already rendered. The Purchase Price shall be payable in a form described in Section 11 or, if so determined by the Committee, in consideration for past Services rendered. 

10.6 Delivery of Shares 

Upon the expiration or termination of any Restricted Period and the satisfaction of any other conditions prescribed by the Committee, the
restrictions applicable to Shares of Restricted Stock or RSUs settled in Shares shall lapse, and, unless otherwise provided in the applicable Award Agreement, a stock certificate for such Shares shall be delivered, free of all such restrictions, to
the Grantee or the Grantee’s beneficiary or estate, as the case may be. 
 11. FORM OF PAYMENT FOR OPTIONS AND RESTRICTED STOCK 

11.1 General Rule 
 Payment
of the Option Price for the Shares purchased pursuant to the exercise of an Option or the Purchase Price for Restricted Stock shall be made in cash or in cash equivalents acceptable to the Company, except as provided in this
Section 11. 
 11.2 Surrender of Shares 

To the extent the Award Agreement so provides, payment of the Option Price for Shares purchased pursuant to the exercise of an Option or the
Purchase Price for Restricted Stock may be made all or in part through the tender to the Company of Shares, which Shares shall be valued, for purposes of determining the extent to which the Option Price or Purchase Price for Restricted Stock has
been paid, at 











 
their Fair Market Value on the date of exercise or surrender. 
 11.3 Cashless
Exercise 
 With respect to an Option only (and not with respect to Restricted Stock), to the extent permitted by law and to the extent
the Award Agreement so provides, payment of the Option Price may be made all or in part by delivery (on a form acceptable to the Company) of an irrevocable direction to a licensed securities broker acceptable to the Company to sell Shares and to
deliver all or part of the sales proceeds to the Company in payment of the Option Price and any withholding taxes described in Section 17.3. 

11.4 Other Forms of Payment 

To the extent the Award Agreement so provides, payment of the Option Price or the Purchase Price for Restricted Stock may be made in any other
form that is consistent with applicable laws, regulations and rules, including the Company’s withholding of Shares otherwise due to the exercising Grantee. 

12. TERMS AND CONDITIONS OF PERFORMANCE AWARDS 

12.1 Performance Conditions 

The right of a Grantee to exercise or receive a grant or settlement of any Award, and the timing thereof, may be subject to such performance
conditions as may be specified by the Committee. The Committee may use such business criteria and other measures of performance as it may deem appropriate in establishing any performance conditions, and may exercise its discretion to reduce the
amounts payable under any Award subject to performance conditions. 
 12.2 Settlement of Performance Awards; Other Terms 

Settlement of Performance Awards may be in cash, Shares, other Awards or other property, as determined by the Committee. The Committee may
reduce the amount of a settlement otherwise to be made in connection with Performance Awards. 
 13. OTHER SHARE-BASED AWARDS 

13.1 Grant of Other Share-based Awards 

Other Share-based Awards may be granted either alone or in addition to or in conjunction with other Awards. Subject to the provisions of the
Plan, the Committee shall have the authority to determine the persons to whom and the time or times at which such Awards will be made, the number of Shares to be granted pursuant to such Awards, and all other terms and conditions of such Awards.
Unless the Committee determines otherwise, any such Award shall be confirmed by an Award Agreement, which shall contain such provisions as the Committee determines to be necessary or appropriate to carry out the intent of the Plan with respect to
such Award. 
 13.2 Terms of Other Share-based Awards 

Any Common Stock subject to Awards made under this Section 13 may not be sold, assigned, transferred, pledged or
otherwise encumbered prior to the date on which the Shares are issued, or, if later, the date on which any applicable restriction, performance or deferral period lapses. 











 14. REQUIREMENTS OF LAW 

14.1 General 
 The Company
shall not be required to sell or issue any Shares under any Award if the sale or issuance of such Shares would constitute a violation by the Grantee, any other individual exercising an Option or the Company of any provision of any law or regulation
of any governmental authority, including any federal or state securities laws or regulations. If at any time the Committee determines that the listing, registration or qualification of any Shares subject to an Award upon any securities exchange or
under any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the issuance or purchase of Shares hereunder, no Shares may be issued or sold to the Grantee or any other individual exercising an Option
pursuant to such Award unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Company, and any delay caused thereby shall in no way affect the date of
termination of the Award. Specifically, in connection with the Securities Act, upon the exercise of any Option or the delivery of any Shares underlying an Award, unless a registration statement under such Act is in effect with respect to the Shares
covered by such Award, the Company shall not be required to sell or issue such Shares unless the Committee has received evidence satisfactory to it that the Grantee or any other individual exercising an Option may acquire such Shares pursuant to an
exemption from registration under the Securities Act. The Company may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities Act. The Company shall not be obligated to take any affirmative action in
order to cause the exercise of an Option or the issuance of Shares pursuant to the Plan to comply with any law or regulation of any governmental authority. As to any jurisdiction that expressly imposes the requirement that an Option shall not be
exercisable until the Shares covered by such Option are registered or are exempt from registration, the exercise of such Option (under circumstances in which the laws of such jurisdiction apply) shall be deemed conditioned upon the effectiveness of
such registration or the availability of such an exemption. 
 14.2 Section 25102(o) of the California Corporations Code. 

The Plan is intended to comply with Section 25102(o) of the California Corporations Code. In that regard, to the extent required by
Section 25102(o), (i) the terms of any Options or SARs, to the extent vested and exercisable upon a Grantee’s Separation from Service, shall include any minimum exercise periods following Separation from Service specified by
Section 25102(o), and (ii) any repurchase right of the Company with respect to Shares issued under the Plan shall include a minimum 90-day notice requirement. Any provision of the Plan that is
inconsistent with Section 25102(o) shall, without further act or amendment by the Company, be reformed to comply with the requirements of Section 25102(o). 

14.3 Rule 16b-3 

During any time when the Company has a class of equity security registered under Section 12 of the Exchange Act, it is the intent of the
Company that Awards and the exercise of Options granted hereunder will qualify for the exemption provided by Rule 16b-3 under the Exchange Act. To the extent that any provision of the Plan or action by the
Board or Committee does not comply with the requirements of Rule 16b-3, it shall be deemed inoperative to the extent permitted by law and deemed advisable by the Committee, and shall not affect the validity of
the Plan. In the event that Rule 16b-3 is revised or replaced, the Committee may modify the Plan in any respect necessary to satisfy the requirements of, or to take advantage of any features of, the revised
exemption or its replacement. 
 15. EFFECT OF CHANGES IN CAPITALIZATION 

15.1 Adjustments for Changes in Capital Structure 

Subject to any required action by the Stockholders, in the event of any change in the Shares effected without receipt of consideration by the
Company, whether through merger, consolidation, reorganization, reincorporation, recapitalization, reclassification, stock dividend, stock split, reverse stock split, split-up,
split-off, spin-off, combination of shares, exchange of shares or similar change in the capital structure of the Company, or in the event of payment of a dividend or distribution to the Stockholders in a form
other than Shares (excepting normal cash dividends) that has a material effect on the Fair Market Value of Shares, appropriate and proportionate adjustments shall be made in the number and class of shares












 
subject to the Plan and to any outstanding Awards, and in the Option Price, SAR Exercise Price or Purchase Price per Share of any outstanding Awards in order to prevent dilution or enlargement of
Grantees’ rights under the Plan. For purposes of the foregoing, conversion of any convertible securities of the Company shall not be treated as “effected without receipt of consideration by the Company.” If a majority of the shares
which are of the same class as the shares that are subject to outstanding Awards are exchanged for, converted into, or otherwise become (whether or not pursuant to a Change in Control) shares of another corporation (the “New Shares
”), the Committee may unilaterally amend the outstanding Awards to provide that such Awards are for New Shares. In the event of any such amendment, the number of Shares subject to, and the Option Price, SAR Exercise Price or Purchase Price per
Share of, the outstanding Awards shall be adjusted in a fair and equitable manner as determined by the Committee. Any fractional share resulting from an adjustment pursuant to this Section 15.1 shall be rounded down to the
nearest whole number and the Option Price, SAR Exercise Price or Purchase Price per share shall be rounded up to the nearest whole cent. In no event may the exercise price of any Award be decreased to an amount less than the par value, if any, of
the stock subject to the Award. The Committee may also make such adjustments in the terms of any Award to reflect, or related to, such changes in the capital structure of the Company or distributions as it deems appropriate. Adjustments determined
by the Committee pursuant to this Section 15.1 shall be made in accordance with Section 409A to the extent applicable. 

15.2 Change in Control 

15.2.1 Consequences of a Change in Control 

Subject to the requirements and limitations of Section 409A if applicable, the Committee may provide for any one or more of the following
in connection with a Change in Control: 
 (i) Accelerated Vesting. ***The Committee may provide in any Award Agreement or, in the event of a
Change in Control, may take such actions as it deems appropriate to provide for the acceleration of the exercisability, vesting and/or settlement in connection with such Change in Control of each or any outstanding Award or portion thereof and
shares acquired pursuant thereto upon such conditions, including termination of the Grantee’s Service prior to, upon, or following such Change in Control, to such extent as the Committee shall determine. 

(ii) Assumption, Continuation or Substitution. In the event of a Change in Control, the surviving, continuing, successor or purchasing
corporation or other business entity or parent thereof, as the case may be (the “ Acquiror ”), may, without the consent of any Grantee, either assume or continue the Company’s rights and obligations under each or any Award or portion
thereof outstanding immediately prior to the Change in Control or substitute for each or any such outstanding Award or portion thereof a substantially equivalent award with respect to the Acquiror’s stock, as applicable. For purposes of this
Section 15.2 , if so determined by the Committee, an Award denominated in Shares shall be deemed assumed if, following the Change in Control, the Award confers the right to receive, subject to the terms and conditions of the Plan and the
applicable Award Agreement, for each Share subject to the Award immediately prior to the Change in Control, the consideration (whether stock, cash, other securities or property or a combination thereof) to which a holder of a Share on the effective
date of the Change in Control was entitled; provided , however , that if such consideration is not solely common stock of the Acquiror, the Committee may, with the consent of the Acquiror, provide for the consideration to be received upon the
exercise or settlement of the Award, for each Share subject to the Award, to consist solely of common stock of the Acquiror equal in Fair Market Value to the per share consideration received by Stockholders pursuant to the Change in Control. If any
portion of such consideration may be received by Stockholders pursuant to the Change in Control on a contingent or delayed basis, the Committee may determine such Fair Market Value as of the time of the Change in Control on the basis of the
Committee’s good faith estimate of the present value of the probable future payment of such consideration. Any Award or portion thereof which is neither assumed or continued by the Acquiror in connection with the Change in Control nor exercised
or settled as of the time of consummation of the Change in Control shall terminate and cease to be outstanding effective as of the time of consummation of the Change in Control. 











 (iii) Cash-Out of Awards. The Committee may, in its
discretion and without the consent of any Grantee, determine that, upon the occurrence of a Change in Control, each or any Award or a portion thereof outstanding immediately prior to the Change in Control and not previously exercised or settled
shall be canceled in exchange for a payment with respect to each vested Share (and each unvested Share, if so determined by the Committee) subject to such canceled Award in (i) cash, (ii) stock of the Company or of a corporation or other
business entity a party to the Change in Control or (iii) other property which, in any such case, shall be in an amount having a Fair Market Value equal to the Fair Market Value of the consideration to be paid per Share in the Change in
Control, reduced by the exercise or purchase price per share, if any, under such Award. If any portion of such consideration may be received by Stockholders pursuant to the Change in Control on a contingent or delayed basis, the Committee may
determine such Fair Market Value as of the time of the Change in Control on the basis of the Committee’s good faith estimate of the present value of the probable future payment of such consideration. In the event such determination is made by
the Committee, the amount of such payment (reduced by applicable withholding taxes, if any) shall be paid to Grantees in respect of the vested portions of their canceled Awards as soon as practicable following the date of the Change in Control and
in respect of the unvested portions of their canceled Awards in accordance with the vesting schedules applicable to such Awards. For avoidance of doubt, if the amount determined pursuant to this Section 15.2 for an Option or SAR is zero or
less, the affected Option or SAR may be cancelled without any payment therefore. 
 15.2.2 Change in Control Defined 

Unless otherwise provided in the applicable Award Agreement, a “Change in Control” means the consummation of any of the
following events: 
 (i) The acquisition, other than from the Company, by any individual, entity or group (within the meaning of
Section 13(d)(3) or Section 14(d)(2) of the Exchange Act), other than the Company or any subsidiary, affiliate (within the meaning of Rule 144 promulgated under the Securities Act) or employee benefit plan of the Company, of beneficial
ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than 50% of the combined voting power of the then outstanding voting securities of the Company entitled to vote generally
in the election of directors (the “Voting Securities”); or 
 (ii) A reorganization, merger, consolidation or
recapitalization of the Company (a “Business Combination ”), other than a Business Combination in which more than 50% of the combined voting power of the outstanding voting securities of the surviving or resulting entity immediately
following the Business Combination is held by the Persons who, immediately prior to the Business Combination, were the holders of the Voting Securities; or 

(iii) A complete liquidation or dissolution of the Company, or a sale of all or substantially all of the assets of the Company; or 

(iv) During any period of 24 consecutive months, the Incumbent Directors cease to constitute a majority of the Board; “ Incumbent
Directors ” means individuals who were members of the Board at the beginning of such period or individuals whose election or nomination for election to the Board by the Stockholders was approved by a vote of at least a majority of the then
Incumbent Directors (but excluding any individual whose initial election or nomination is in connection with an actual or threatened proxy contest relating to the election of directors). 

(v) Notwithstanding the foregoing, if it is determined that an Award is subject to the requirements of Section 409A and payable upon a
Change in Control, the Company will not be deemed to have undergone a Change in Control for purposes of the Plan unless the Company is deemed to have undergone a “change in control event” pursuant to the definition of such term in
Section 409A. 











 15.3 Adjustments 

Adjustments under this Section 15 related to Shares or securities of the Company shall be made by the Committee. No
fractional Shares or other securities shall be issued pursuant to any such adjustment, and any fractions resulting from any such adjustment shall be eliminated in each case by rounding downward to the nearest whole Share. 

16. NO LIMITATIONS ON COMPANY 
 The making
of Awards shall not affect or limit in any way the right or power of the Company to make adjustments, reclassifications, reorganizations or changes of its capital or business structure or to merge, consolidate, dissolve or liquidate, or to sell or
transfer all or any part of its business or assets. 
 17. TERMS APPLICABLE GENERALLY TO AWARDS 

17.1 Disclaimer of Rights 

No provision in the Plan or in any Award Agreement shall be construed to confer upon any individual the right to remain in the employ or
service of the Company or any Affiliate, or to interfere in any way with any contractual or other right or authority of the Company or any Affiliate either to increase or decrease the compensation or other payments to any individual at any time, or
to terminate any employment or other relationship between any individual and the Company or any Affiliate. In addition, notwithstanding anything contained in the Plan to the contrary, unless otherwise provided in the applicable Award Agreement, no
Award shall be affected by any change of duties or position of the Grantee, so long as such Grantee continues to be a Service Provider. The obligation of the Company to pay any benefits pursuant to the Plan shall be interpreted as a contractual
obligation to pay only those amounts described herein, in the manner and under the conditions prescribed herein. The Plan shall in no way be interpreted to require the Company to transfer any amounts to a third party trustee or otherwise hold any
amounts in trust or escrow for payment to any Grantee or beneficiary under the terms and conditions of the Plan. 
 17.2 Nonexclusivity
of the Plan 
 Neither the adoption of the Plan nor the submission of the Plan to the Stockholders for approval shall be construed as
creating any limitations upon the right and authority of the Board or its delegate to adopt such other compensation arrangements as the Board or its delegate determines desirable. 

17.3 Withholding Taxes 

The Company or an Affiliate, as the case may be, shall have the right to deduct from payments of any kind otherwise due to a Grantee any
federal, state or local taxes of any kind required by law to be withheld (i) with respect to the vesting of or other lapse of restrictions applicable to an Award, (ii) upon the issuance of any Shares upon the exercise of an Option or SAR
or (iii) otherwise due in connection with an Award. At the time of such vesting, lapse or exercise, the Grantee shall pay to the Company or the Affiliate, as the case may be, any amount that the Company or the Affiliate may reasonably determine
to be necessary to satisfy such withholding obligation. Subject to the prior approval of the Committee, the Grantee may elect to satisfy such obligations, or the Company may require such obligations to be satisfied, in whole or in part, (i) by
causing the Company or the Affiliate to withhold the minimum required number of Shares otherwise issuable to the Grantee as may be necessary to satisfy such withholding obligation or (ii) by delivering to the Company or the Affiliate Shares
already owned by the Grantee. The Shares so delivered or withheld shall have an aggregate Fair Market Value equal to such withholding obligations. The Fair Market Value used to satisfy such withholding obligation shall be determined by the Company
or the Affiliate as of the date that the amount of tax to be withheld is to be determined. A Grantee who has made an election pursuant to this Section 17.3 may satisfy his or her withholding obligation only with Shares that
are not subject to any repurchase, forfeiture, unfulfilled vesting or other similar requirements. 











 17.4 Other Provisions 

Each Award Agreement may contain such other terms and conditions not inconsistent with the Plan as may be determined by the Committee. In the
event of any conflict between the terms and conditions of an employment agreement and the Plan, the terms and conditions of the employment agreement shall govern. 

17.5 Severability 
 If any
provision of the Plan or any Award Agreement shall be determined to be illegal or unenforceable by any court of law in any jurisdiction, the remaining provisions hereof and thereof shall be severable and enforceable in accordance with their terms
and conditions, and all provisions shall remain enforceable in any other jurisdiction. 
 17.6 Governing Law 

17.6.1 The Plan shall be governed by and construed in accordance with the laws of the State of Delaware without giving effect to the
principles of conflicts of law, and applicable Federal law. 
 17.7 Section 409A 

The Plan is intended to comply with Section 409A to the extent subject thereto, and, accordingly, to the maximum extent permitted, the
Plan shall be interpreted and administered to be in compliance therewith. Any payments described in the Plan that are due within the “short-term deferral period” as defined in Section 409A shall not be treated as deferred compensation
unless applicable laws require otherwise. Notwithstanding anything to the contrary in the Plan, to the extent required to avoid accelerated taxation and tax penalties under Section 409A, amounts that would otherwise be payable and benefits that
would otherwise be provided pursuant to the Plan during the six-month period immediately following the Grantee’s Separation from Service shall instead be paid on the first payroll date after the six-month anniversary of the Grantee’s Separation from Service (or the Grantee’s death, if earlier). Notwithstanding the foregoing, neither the Company nor the Committee shall have any obligation to take
any action to prevent the assessment of any excise tax or penalty on any Grantee under Section 409A and neither the Company nor the Committee shall have any liability to any Grantee for such tax or penalty. 

17.8 Separation from Service 

The Committee shall determine the effect of a Separation from Service upon Awards, and such effect shall be set forth in the applicable Award
Agreement. Without limiting the foregoing, the Committee may provide in the Award Agreements at the time of grant, or any time thereafter with the consent of the Grantee, the actions that will be taken upon the occurrence of a Separation from
Service, including accelerated vesting or termination, depending upon the circumstances surrounding the Separation from Service. 
 17.9
Transferability of Awards 
 17.9.1 Transfers in General 

Except as provided in Section 17.9.2, no Award shall be assignable or transferable by the Grantee, other than by will
or the laws of descent and distribution, and, during the lifetime of the Grantee, only the Grantee personally (or the Grantee’s personal representative) may exercise rights under the Plan. 

17.9.2 Family Transfers 

If authorized in the applicable Award Agreement, a Grantee may transfer, not for value, all or part of an Award to any Family Member. For the
purpose of this Section 17.9.2, a “not for value” transfer is a transfer that is (i) a gift, (ii) a transfer under a domestic relations order in settlement of marital property rights or (iii) a
transfer to an entity in which more than 50% of the voting interests are owned by Family 











 
Members (or the Grantee) in exchange for an interest in that entity. Following a transfer under this Section 17.9.2, any such Award shall continue to be subject to the
same terms and conditions as were applicable immediately prior to transfer. Subsequent transfers of transferred Awards are prohibited except to Family Members of the original Grantee in accordance with this Section 17.9.2
or by will or the laws of descent and distribution. 
 17.10 Dividends and Dividend Equivalent Rights 

If specified in the Award Agreement, the recipient of an Award may be entitled to receive, currently or on a deferred basis, dividends or
dividend equivalents with respect to the Common Stock or other securities covered by an Award. The terms and conditions of a dividend equivalent right may be set forth in the Award Agreement. Dividend equivalents credited to a Grantee may be paid
currently or may be deemed to be reinvested in additional 
 Shares or other securities of the Company at a price per unit equal to the Fair
Market Value on the date that such dividend was paid to Stockholders, as determined by the Committee. Notwithstanding the foregoing, in no event will dividends or dividend equivalents on any Award that is subject to the achievement of performance
criteria be payable before the Award has become earned and payable. 
 18. Plan Construction 

In the Plan, unless otherwise stated, the following uses apply: (i) references to a statute or law refer to the statute or law and any
amendments and any successor statutes or laws, and to all valid and binding governmental regulations, court decisions and other regulatory and judicial authority issued or rendered thereunder, as amended, or their successors, as in effect at the
relevant time; (ii) in computing periods from a specified date to a later specified date, the words “from” and “commencing on” (and the like) mean “from and including,” and the words “to,”
“until” and “ending on” (and the like) mean “to and including”; (iii) indications of time of day shall be based upon the time applicable to the location of the principal headquarters of the Company; (iv) the words
“include,” “includes” and “including” (and the like) mean “include, without limitation,” “includes, without limitation” and “including, without limitation” (and the like), respectively;
(v) all references to articles and sections are to articles and sections in the Plan; (vi) all words used shall be construed to be of such gender or number as the circumstances and context require; (vii) the captions and headings of
articles and sections have been inserted solely for convenience of reference and shall not be considered a part of the Plan, nor shall any of them affect the meaning or interpretation of the Plan or any of its provisions; (viii) any reference
to an agreement, plan, policy, form, document or set of documents, and the rights and obligations of the parties under any such agreement, plan, policy, form, document or set of documents, shall mean such agreement, plan, policy, form, document or
set of documents as amended from time to time, and any and all modifications, extensions, renewals, substitutions or replacements thereof; and (ix) all accounting terms not specifically defined shall be construed in accordance with generally
accepted accounting principles. 
 The Plan was originally approved by the Board and the Stockholders on March 6, 2014. An amended
and restated version of the Plan was approved by the Board on April 11, 2018 and by the Stockholders on May 16, 2018. This amended and restated version of the Plan was approved by the Board on April 9, 2020 and by the Stockholders on
May 26, 2020.