a2018equityincentiveplan






                                                                   Exhibit 10.03                                     SONOS, INC.                           2018 EQUITY INCENTIVE PLAN    1.    PURPOSE & DEFINITIONS.  The purpose of this Plan is to provide incentives to   attract, retain and motivate eligible persons whose present and potential contributions are  important to the success of the Company, and any Parents, Subsidiaries and Affiliates that exist  now or in the future, by offering them an opportunity to participate in the Company’s future  performance through the grant of Awards.  As used in this Plan, and except as elsewhere defined  herein, the following capitalized terms will have the following meanings:         1.1.  “Affiliate” means any person or entity that directly or indirectly through one or   more intermediaries controls, or is controlled by, or is under common control with, the   Company, including any general partner, managing member, officer or director of the Company,   in each case as of the date on which, or at any time during the period for which, the   determination of affiliation is being made.  For purposes of this definition, the term “control”   (including the correlative meanings of the terms “controlled by” and “under common control   with”), as used with respect to any person or entity, means the possession, directly or indirectly,   of the power to direct or cause the direction of the management policies of such person or entity,   whether through the ownership of voting securities or by contract or otherwise.          1.2.  “Award” means any award under the Plan, including any Option, RSA, Stock   Bonus Award, SAR, RSU or award of Performance Shares.          1.3.  “Award Agreement” means, with respect to each Award, the written or electronic   agreement between the Company and the Participant setting forth the terms and conditions of the   Award, and international supplement thereto for grants to non-U.S. Participants, which shall be   in substantially a form (which need not be the same for each Participant) that the Committee (or   in the case of Award agreements that are not used for Insiders, the Committee’s delegate(s)) has   from time to time approved, and will comply with and be subject to the terms and conditions of  this Plan.         1.4.  “Award Transfer Program” means any program instituted by the Committee  which would permit Participants the opportunity to transfer any outstanding Awards to a  financial institution or other person or entity approved by the Committee.         1.5.  “Board” means the Board of Directors of the Company.         1.6.  “Cause” means Participant’s (a) willful failure substantially to perform his or her  duties and responsibilities to the Company or deliberate violation of a Company policy;  (b) commission of any act of fraud, embezzlement, dishonesty or any other willful misconduct  that has caused or is reasonably expected to result in material injury to the Company;  (c) unauthorized use or disclosure of any proprietary information or trade secrets of the Company  or any other party to whom the Participant owes an obligation of nondisclosure as a result of his  or her relationship with the Company; (d) misappropriation of a business opportunity of the  Company; (e) provision of material aid to a competitor of the Company; or (f) willful breach of  any of his or her obligations under any written agreement or covenant with the Company.  The  determination as to whether a Participant’s Service is being terminated for Cause shall be made                                         1    





 






     in good faith by the Company and shall be final and binding on the Participant.  The foregoing   definition does not in any way limit the Company’s ability to terminate a Participant’s   employment or consulting relationship at any time as provided in Section 20, and the term   “Company” will be interpreted to include any Subsidiary or Parent, as appropriate.   Notwithstanding the foregoing, the definition of “Cause” may, in part or in whole, be modified   or replaced in each individual employment agreement or Award Agreement with any Participant,   provided that such document supersedes the definition provided in this Section 1.6.          1.7.  “Code” means the United States Internal Revenue Code of 1986, as amended, and   the regulations promulgated thereunder.          1.8.  “Committee” means the Compensation Committee of the Board or those persons   to whom administration of the Plan, or part of the Plan, has been delegated as permitted by law.          1.9.  “Common Stock” means the common stock of the Company.          1.10. “Company” means Sonos, Inc., or any successor corporation.          1.11. “Consultant” means any natural person, including an advisor or independent   contractor, engaged by the Company or a Parent, Subsidiary or Affiliate to render services to   such entity.          1.12. “Corporate Transaction” means the occurrence of any of the following events:                (a)   any “Person” (as such term is used in Sections 13(d) and 14(d) of the         Exchange Act) becomes the “beneficial owner” (as defined in Rule 13d-3 of the        Exchange Act), directly or indirectly, of securities of the Company representing more        than fifty percent (50%) of the total voting power represented by the Company’s then-        outstanding voting securities; provided, however, that for purposes of this subclause (a)         the acquisition of additional securities by any one Person who is considered to own more         than fifty percent (50%) of the total voting power of the securities of the Company will         not be considered a Corporate Transaction;                (b)   the consummation of the sale or disposition by the Company of all or        substantially all of the Company’s assets;               (c)   the consummation of a merger or consolidation of the Company with any         other corporation, other than a merger or consolidation which would result in the voting         securities of the Company outstanding immediately prior thereto continuing to represent        (either by remaining outstanding or by being converted into voting securities of the         surviving entity or its parent) at least fifty percent (50%) of the total voting power         represented by the voting securities of the Company or such surviving entity or its parent         outstanding immediately after such merger or consolidation;               (d)   any other transaction which qualifies as a “corporate transaction” under         Section 424(a) of the Code wherein the stockholders of the Company give up all of their         equity interest in the Company (except for the acquisition, sale or transfer of all or         substantially all of the outstanding shares of the capital stock of the Company) or                                          2    





 






               (e)   a change in the effective control of the Company that occurs on the date        that a majority of members of the Board is replaced during any twelve (12) month period        by members of the Board whose appointment or election is not endorsed by a majority of        the members of the Board prior to the date of the appointment or election.  For purpose of        this subclause (e), if any Person is considered to be in effective control of the Company,        the acquisition of additional control of the Company by the same Person will not be        considered a Corporate Transaction.         For purposes of this definition, Persons will be considered to be acting as a group if they  are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of  stock, or similar business transaction with the Company.  Notwithstanding the foregoing, to the  extent that any amount constituting deferred compensation (as defined in Section 409A of the  Code) would become payable under this Plan by reason of a Corporate Transaction, such amount  shall become payable only if the event constituting a Corporate Transaction would also qualify  as a change in ownership or effective control of the Company or a change in the ownership of a  substantial portion of the assets of the Company, each as defined within the meaning of Code  Section 409A, as it has been and may be amended from time to time, and any proposed or final  Treasury regulations and IRS guidance that has been promulgated or may be promulgated  thereunder from time to time.         1.13. “Director” means a member of the Board.         1.14. “Disability” means in the case of incentive stock options, total and permanent  disability as defined in Section 22(e)(3) of the Code and in the case of other Awards, that the  Participant is unable to engage in any substantial gainful activity by reason of any medically  determinable physical or mental impairment that can be expected to result in death or can be  expected to last for a continuous period of not less than 12 months.         1.15. “Dividend Equivalent Right” means the right of a Participant, granted at the  discretion of the Committee or as otherwise provided by the Plan, to receive a credit for the  account of such Participant in an amount equal to the cash, stock or other property dividends in  amounts equal equivalent to cash, stock or other property dividends for each Share represented  by an Award held by such Participant.         1.16. “Effective Date” means the day immediately preceding the pricing of the  Company’s initial public offering, provided that the Board has adopted the Plan prior to, or on  such date, subject to approval of the Plan by the Company’s stockholders.         1.17. “Employee” means any person, including Officers and Directors, employed by the  Company or any Parent, Subsidiary or Affiliate.  For the avoidance of doubt, neither service as a  Director nor payment of a director’s fee by the Company will be sufficient to constitute  “employment” by the Company and the definition of “Employee” herein shall not include Non- Employee Directors.         1.18. “Exchange Act” means the United States Securities Exchange Act of 1934, as  amended.                                          3   





 






           1.19. “Exchange Program” means a program pursuant to which (a) outstanding   Awards are surrendered, cancelled or exchanged for cash, the same type of Award or a different   Award (or combination thereof) or (b) the exercise price of an outstanding Award is increased or   reduced.          1.20. “Exercise Price” means, with respect to an Option, the price at which a holder   may purchase the Shares issuable upon exercise of an Option and with respect to a SAR, the   price at which the SAR is granted to the holder thereof.          1.21. “FMV” means, as of any date, the value of a share of the Company’s Common   Stock determined as follows:                (a)   if such Common Stock is publicly traded and is then listed on a national         securities exchange, its closing price on the date of determination on the principal         national securities exchange on which the Common Stock is listed or admitted to trading         as reported in such source as the Committee may determine;                (b)   if such Common Stock is publicly traded but is neither listed nor admitted         to trading on a national securities exchange, the average of the closing bid and asked         prices on the date of determination as reported in such source as the Committee deems         reliable; or                (c)   if none of the foregoing is applicable, by the Board or the Committee in         good faith.          Notwithstanding the foregoing, with respect to any Award granted after the effectiveness   of the Company’s registration statement relating to its initial public offering and prior to the first   date upon which the Shares of the Company are listed (or approved for listing) on any securities   exchange or designated (or approved for designation) as a national market security on an   interdealer quotation system, the FMV shall mean the initial public offering price of a Share as   set forth in the Company’s final prospectus relating to its initial public offering.          1.22. “Insider” means an officer or director of the Company or any other person whose   transactions in the Company’s Common Stock are subject to Section 16 of the Exchange Act.          1.23. “IRS” means the United States Internal Revenue Service.          1.24. “ISO” has the meaning given to that term in Section 5.         1.25.  “Non-Employee Director” means a Director who is not an Employee of the  Company or any Parent, Subsidiary or Affiliate.         1.26. “NSO” has the meaning given to that term in Section 5.         1.27. “Option” means an award of an option to purchase Shares pursuant to Section 5.          1.28. “Parent” means any corporation (other than the Company) in an unbroken chain   of corporations ending with the Company if each of such corporations other than the Company                                          4    





 






     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.          1.29. “Participant” means a person who holds an Award under this Plan.          1.30. “Performance Award” means an award covering cash, Shares or other property   granted pursuant to Section 10 or Section 12 of the Plan.          1.31. “Performance Factors” means any of the factors selected by the Committee and   specified in an Award Agreement, from among the following objective measures, either  individually, alternatively or in any combination, applied to the Company as a whole or any  business unit or Subsidiary, either individually, alternatively, or in any combination, on a GAAP  or non-GAAP basis, and measured, to the extent applicable on an absolute basis or relative to a   pre-established target, to determine whether the performance goals established by the Committee   with respect to applicable Awards have been satisfied:                (a)   Profit Before Tax;                (b)   Sales;                (c)   Expenses;                (d)   Billings;                (e)   Revenue;                (f)   Net revenue;                (g)   Earnings (which may include earnings before interest and taxes, earnings         before taxes, net earnings, stock-based compensation expenses, depreciation and        amortization);               (h)   Operating income;               (i)   Operating margin;               (j)   Operating profit;               (k)   Controllable operating profit, or net operating profit;                (l)   Net Profit;                (m)   Gross margin;                (n)   Operating expenses or operating expenses as a percentage of revenue;                (o)   Net income;                (p)   Earnings per share;                                          5    





 






                 (q)   Total stockholder return;    (r)   Market share;    (s)   Return on assets or net assets;    (t)   The Company’s stock price;    (u)   Growth in stockholder value relative to a pre-determined index;    (v)   Return on equity;    (w)   Return on invested capital;    (x)   Cash Flow (including free cash flow or operating cash flows)  ;    (y)   Balance of cash, cash equivalents and marketable securities;    (z)   Cash conversion cycle;    (aa)  Economic value added;    (bb)  Individual confidential business objectives;    (cc)  Contract awards or backlog;    (dd)  Overhead or other expense reduction;    (ee)  Credit rating;    (ff)  Completion of an identified special project;    (gg)  Completion of a joint venture or other corporate transaction;   (hh)  Strategic plan development and implementation;   (ii)   Succession plan development and implementation;    (jj)  Improvement in workforce diversity;    (kk)  Employee satisfaction;    (ll)  Employee retention;    (mm)  Customer indicators and/or satisfaction;    (nn)  New product invention or innovation;    (oo)  Research and development expenses;                              6                





 






                 (pp)  Attainment of research and development milestones;                (qq)  Improvements in productivity;                (rr)  Bookings;                (ss)  Working-capital targets and changes in working capital;                (tt)  Attainment of objective operating goals and employee metrics; and                (uu)  Any other metric that is capable of measurement as determined by the         Committee in its sole discretion.          The Committee may, in recognition of unusual or non-recurring items such as  acquisition-related activities or changes in applicable accounting rules, provide for one or more  equitable adjustments (based on objective standards) to the Performance Factors to preserve the   Committee’s original intent regarding the Performance Factors at the time of the initial award   grant.  It is within the sole discretion of the Committee to make or not make any such equitable   adjustments.          1.32. “Performance Period” means one or more periods of time, which may be of   varying and overlapping durations, as the Committee may select, over which the attainment of   one or more Performance Factors will be measured for the purpose of determining a Participant’s   right to, and the payment of, a Performance Award.          1.33. “Performance Share” means an Award granted pursuant to Section 10 or   Section 12 of the Plan, consisting of a unit valued by reference to a designated number of Shares,   the value of which may be paid to the Participant by delivery of Shares or, if set forth in the   instrument evidencing the Award, of such property as the Committee shall determine, including,   without limitation, cash, other property, or any combination thereof, upon the attainment of   performance goals, as established by the Committee, and other terms and conditions specified by   the Committee.          1.34. “Performance Unit” means an Award granted pursuant to Section 10 or   Section 12 of the Plan, consisting of a unit valued by reference to a designated amount of   property other than Shares, which value may be paid to the Participant by delivery of such   property as the Committee shall determine, including, without limitation, cash, Shares, other   property, or any combination thereof, upon the attainment of performance goals, as established   by the Committee, and other terms and conditions specified by the Committee.          1.35. “Permitted Transferee” means any child, stepchild, grandchild, parent,   stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-  law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law (including adoptive   relationships) of the Employee, any person sharing the Employee’s household (other than a   tenant or employee), a trust in which these persons (or the Employee) have more than 50% of the   beneficial interest, a foundation in which these persons (or the Employee) control the   management of assets, and any other entity in which these persons (or the Employee) own more   than 50% of the voting interests.                                          7    





 






         1.36. “Plan” means this Sonos, Inc., 2018 Equity Incentive Plan.         1.37. “Purchase Price” means the price to be paid for Shares acquired under the Plan,  other than Shares acquired upon exercise of an Option or SAR.         1.38. “RSA” means an award of Shares pursuant to Section 7 or Section 12 of the Plan,  or issued pursuant to the early exercise of an Option.        1.39.  “RSU” means an Award granted pursuant to Section 6 or Section 12 of the Plan.         1.40. “SAR” means an Award granted pursuant to Section 9 or Section 12 of the Plan.         1.41. “Service” shall mean service as an Employee, Consultant, Director or Non- Employee Director, subject to such further limitations as may be set forth in the Plan or the  applicable Award Agreement.  An Employee will not be deemed to have ceased to provide  Service in the case of any leave of absence approved by the Company.  In the case of any  Employee on an approved leave of absence or a reduction in hours worked (for illustrative  purposes only, a change in schedule from that of full-time to part-time), the Committee may  make such provisions, including pursuant to a policy that the Committee may adopt, revoke  and/or modify from time to time in the Committee’s sole discretion, respecting suspension of or  modification to vesting of the Award while the Employee is on leave from the employ of the  Company or a Parent, Subsidiary or Affiliate, or during such change in working hours, as the  Committee may deem appropriate, except that in no event may an Award be exercised after the  expiration of the term set forth in the applicable Award Agreement.  In the event of military or  other protected leave, if required by applicable laws, vesting shall continue for the longest period  that vesting continues under any other statutory or Company approved leave of absence and,  upon a Participant’s returning from such leave (under conditions that would entitle him or her to  protection upon such return under the Uniform Services Employment and Reemployment Rights  Act or other applicable law), he or she shall be given vesting credit with respect to Awards to the  same extent as would have applied had the Participant continued to provide Service to the  Company throughout the leave on the same terms as he or she was providing Service  immediately prior to such leave.  An employee shall have terminated employment as of the date  he or she ceases to provide Service (regardless of whether the termination is in breach of local  employment laws or is later found to be invalid) and employment shall not be extended by any  notice period or garden leave mandated by local law, provided, however, that a change in status  between an employee, consultant, advisor or director shall not terminate the service provider’s  Service, unless determined by the Committee, in its discretion.  The Committee will have sole  discretion to determine whether a Participant has ceased to provide Service and the effective date  on which the Participant ceased to provide Service.         1.42. “Shares” means shares of Common Stock and the common stock of any successor  entity.         1.43. “Stock Bonus Award” means an Award granted pursuant to Section 8 or  Section 12 of the Plan.         1.44. “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                                        8   





 






     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.          1.45. “Unvested Shares” means Shares that have not yet vested or are subject to a right   of repurchase in favor of the Company (or any successor thereto).    2.    SHARES SUBJECT TO THE PLAN.          2.1.  Number of Shares Available.  Subject to Sections 2.6 and 21 and any other   applicable provisions hereof, the total number of Shares reserved and available for grant and   issuance pursuant to this Plan as of the date of adoption of the Plan by the Board, is 21,200,000,1   plus (a) any reserved shares not issued or subject to outstanding grants under the Company’s   Amended and Restated 2003 Stock Plan (the “Prior Plan”) on the Effective Date, (b) shares that  are subject to stock options or other awards granted under the Prior Plan that cease to be subject  to such stock options or other awards, by forfeiture or otherwise, after the Effective Date,  (c) shares issued under the Prior Plan before or after the Effective Date pursuant to the exercise  of stock options that are forfeited after the Effective Date, and (d) shares issued under the Prior  Plan that are repurchased by the Company at the original issue price; however, shares that are  subject to stock options or other awards under the Prior Plan that are used to pay the exercise  price of an option or withheld to satisfy the tax withholding obligations related to any award will  not become available for future grant or sale under the Plan.         2.2.  Lapsed, Returned Awards.  Shares subject to Awards, and Shares issued under the   Plan under any Award, will again be available for grant and issuance in connection with   subsequent Awards under this Plan to the extent such Shares:  (a) are subject to issuance upon   exercise of an Option or SAR granted under this Plan but which cease to be subject to the Option   or SAR for any reason other than exercise of the Option or SAR; (b) are subject to Awards   granted under this Plan that are forfeited or are repurchased by the Company at the original issue   price; (c) are subject to Awards granted under this Plan that otherwise terminate without such   Shares being issued; or (d) are surrendered pursuant to an Exchange Program.  To the extent an  Award under the Plan is paid out in cash or other property rather than Shares, such cash payment  will not result in reducing the number of Shares available for issuance under the Plan.  Shares  used to pay the exercise price of an Award or withheld to satisfy the tax withholding obligations  related to an Award will not become available for future grant or sale under the Plan.  For the  avoidance of doubt, Shares that otherwise become available for grant and issuance because of the  provisions of this Section 2.2 shall not include Shares subject to Awards that initially became  available because of the substitution clause in Section 21.2 hereof.         2.3.  Minimum Share Reserve.  At all times the Company shall reserve and keep   available a sufficient number of Shares as shall be required to satisfy the requirements of all   outstanding Awards granted under this Plan.          2.4.  Automatic Share Reserve Increase.  The number of Shares available for grant and   issuance under the Plan shall be increased on January 1, of each of 2019 through 2028, by the  lesser of (a) five percent (5%) of the number of Shares and common stock equivalents (including   options, RSUs, warrants and preferred stock on an as-converted basis) issued and outstanding on                                                      1     Adjusted to reflect a 2-for-1 stock split that was effected on July 19, 2018.                                         9    





 






     each December 31 immediately prior to the date of increase and (b) such number of Shares   determined by the Board.          2.5.  ISO Limitation.  No more than 42,400,000,2 Shares shall be issued pursuant to the   exercise of ISOs.          2.6.  Adjustment of Shares.  If the outstanding Shares are changed by a stock dividend,   extraordinary dividends or distributions (whether in cash, shares or other property, other than a   regular cash dividend), spin-off, recapitalization, stock split, reverse stock split, subdivision,  combination, reclassification or similar change in the capital structure of the Company, without  consideration, then (a) the number and class of Shares reserved for issuance and future grant  under the Plan set forth in Section 2.1, (b) the Exercise Prices of and number and class of Shares  subject to outstanding Options and SARs, (c) the number and class of Shares subject to other  outstanding Awards, and (d) the maximum number and class of Shares that may be issued as  ISOs set forth in Section 2.5 shall be proportionately adjusted, subject to any required action by  the Board or the stockholders of the Company and in compliance with applicable securities laws;  provided that fractions of a Share will not be issued.         If, by reason of an adjustment pursuant to this Section 2.6, a Participant’s Award  Agreement or other agreement related to any Award or the Shares subject to such Award covers  additional or different shares of stock or securities, then such additional or different shares, and  the Award Agreement or such other agreement in respect thereof, shall be subject to all of the  terms, conditions and restrictions which were applicable to the Award or the Shares subject to  such Award prior to such adjustment.   3.    ELIGIBILITY.  ISOs may be granted only to Employees.  All other Awards may be   granted to Employees, Consultants, Directors and Non-Employee Directors; provided such  Consultants, Directors and Non-Employee Directors render bona fide services not in connection  with the offer and sale of securities in a capital-raising transaction.   4.    ADMINISTRATION.          4.1.  Committee Composition; Authority.  This Plan will be administered by the   Committee or by the Board acting as the Committee.  Subject to the general purposes, terms and   conditions of this Plan, and to the direction of the Board, the Committee will have full power to  implement and carry out this Plan, except, however, the Board shall establish the terms for the   grant of an Award to Non-Employee Directors.  The Committee will have the authority to:                (a)   construe and interpret this Plan, any Award Agreement and any other         agreement or document executed pursuant to this Plan;                (b)   prescribe, amend and rescind rules and regulations relating to this Plan or         any Award;                (c)   select persons to receive Awards;                                                       2     Adjusted to reflect a 2-for-1 stock split that was effected on July 19, 2018.                                         10    





 






                       (d)   determine the form and terms and conditions, not inconsistent with the   terms of the Plan, of any Award granted hereunder.  Such terms and conditions include,  but are not limited to, the exercise price, the time or times when Awards may vest and be  exercised (which may be based on performance criteria) or settled, any vesting  acceleration or waiver of forfeiture restrictions, the method to satisfy tax withholding  obligations or any other tax liability legally due and any restriction or limitation  regarding any Award or the Shares relating thereto, based in each case on such factors as  the Committee will determine;         (e)   determine the number of Shares or other consideration subject to Awards;         (f)   determine the FMV in good faith and interpret the applicable provisions of  this Plan and the definition of FMV in connection with circumstances that impact the  FMV, if necessary;         (g)   determine whether Awards will be granted singly, in combination with, in  tandem with, in replacement of, or as alternatives to, other Awards under this Plan or any  other incentive or compensation plan of the Company or any Parent, Subsidiary or  Affiliate;         (h)   grant waivers of Plan or Award conditions;         (i)   determine the vesting, exercisability and payment of Awards;         (j)   correct any defect, supply any omission or reconcile any inconsistency in  this Plan, any Award or any Award Agreement;         (k)   determine whether an Award has been earned or has vested;         (l)   determine the terms and conditions of any, and to institute any Exchange  Program;         (m)   reduce or waive any criteria with respect to Performance Factors;         (n)   adjust Performance Factors to take into account changes in law and  accounting or tax rules as the Committee deems necessary or appropriate to reflect the  impact of extraordinary or unusual items, events or circumstances to avoid windfalls or  hardships;         (o)   adopt rules and/or procedures (including the adoption of any subplan  under this Plan) relating to the operation and administration of the Plan to accommodate  requirements of local law and procedures outside of the United States or qualify Awards  for special tax treatment under laws of jurisdictions other than the United States;         (p)   make all other determinations necessary or advisable for the  administration of this Plan;                                     11                





 






                 (q)   delegate any of the foregoing to one or more executive officers pursuant to         a specific delegation as permitted by applicable law, including Section 157(c) of the         Delaware General Corporation Law; and                (r)   to exercise negative discretion on Performance Awards, reducing or         eliminating the amount to be paid to Participants.          4.2.  Committee Interpretation and Discretion.  Any determination made by the   Committee with respect to any Award shall be made in its sole discretion at the time of grant of   the Award or, unless in contravention of any express term of the Plan or Award, at any later   time, and such determination shall be final and binding on the Company and all persons having   an interest in any Award under the Plan.  Any dispute regarding the interpretation of the Plan or   any Award Agreement shall be submitted by the Participant or Company to the Committee for   review.  The resolution of such a dispute by the Committee shall be final and binding on the  Company and the Participant.  The Committee may delegate to one or more executive officers   the authority to review and resolve disputes with respect to Awards held by Participants who are   not Insiders, and such resolution shall be final and binding on the Company and the Participant.          4.3.  Documentation.  The Award Agreement for a given Award, the Plan and any   other documents may be delivered to, and accepted by, a Participant or any other person in any   manner (including electronic distribution or posting) that meets applicable legal requirements.          4.4.  Foreign Award Recipients.  Notwithstanding any provision of the Plan to the   contrary, in order to comply with the laws and practices in other countries in which the Company   and its Subsidiaries and Affiliates operate or have employees or other individuals eligible for   Awards, the Committee, in its sole discretion, shall have the power and authority to:   (a) determine which Subsidiaries and Affiliates shall be covered by the Plan; (b) determine  which individuals outside the United States are eligible to participate in the Plan, which may  include individuals who provide services to the Company, Subsidiary or Affiliate under an  agreement with a foreign nation or agency; (c) modify the terms and conditions of any Award  granted to individuals outside the United States or foreign nationals to comply with applicable  foreign laws, policies, customs and practices; (d) establish subplans and modify exercise  procedures and other terms and procedures, to the extent the Committee determines such actions  to be necessary or advisable (and such subplans and/or modifications shall be attached to this  Plan as appendices); provided, however, that no such subplans and/or modifications shall  increase the share limitations contained in Section 2.1 hereof; and (e) take any action, before or  after an Award is made, that the Committee determines to be necessary or advisable to obtain  approval or comply with any local governmental regulatory exemptions or approvals.   Notwithstanding the foregoing, the Committee may not take any actions hereunder, and no  Awards shall be granted, that would violate the Exchange Act or any other applicable United  States securities law, the Code, or any other applicable United States governing statute or law.   5.    OPTIONS.  An Option is the right but not the obligation to purchase a Share, subject to   certain conditions, if applicable.  The Committee will determine whether such Options will be   Incentive Stock Options within the meaning of the Code (“ISOs”) or Nonqualified Stock Options   (“NSOs”) and may grant Options to eligible Employees, Consultants and Directors and the  number of Shares subject to the Option, the Exercise Price of the Option, the period during                                          12    





 






     which the Option may vest and be exercised, and all other terms and conditions of the Option,   subject to the following terms of this section.          5.1.  Option Grant.  Each Option granted under this Plan will identify the Option as an   ISO or an NSO.  An Option may be, but need not be, awarded upon satisfaction of such  Performance Factors during any Performance Period as are set out in advance in the Participant’s   individual Award Agreement.  If the Option is being earned upon the satisfaction of Performance   Factors, then the Committee will:  (a) determine the nature, length and starting date of any   Performance Period for each Option; and (b) select from among the Performance Factors to be   used to measure the performance, if any.  Performance Periods may overlap and Participants may   participate simultaneously with respect to Options that are subject to different performance goals   and other criteria.          5.2.  Date of Grant.  The date of grant of an Option will be the date on which the   Committee makes the determination to grant such Option, or a specified future date.  The Award   Agreement will be delivered to the Participant within a reasonable time after the granting of the   Option.          5.3.  Exercise Period.  Options may be vested and exercisable within the times or upon   the conditions as set forth in the Award Agreement governing such Option; provided, however,  that no Option will be exercisable after the expiration of ten (10) years from the date the Option  is granted; and provided further that no ISO granted to a person who, at the time the ISO is  granted, directly or by attribution owns more than ten percent (10%) of the total combined voting  power of all classes of stock of the Company or of any Parent or Subsidiary (“Ten Percent  Stockholder”), will be exercisable after the expiration of five (5) years from the date the ISO is  granted.  The Committee also may provide for Options to become exercisable at one time or   from time to time, periodically or otherwise, in such number of Shares or percentage of Shares as   the Committee determines.          5.4.  Exercise Price.  The Exercise Price of an Option will be determined by the   Committee when the Option is granted; provided that:  (a) the Exercise Price of an Option will   be not less than one hundred percent (100%) of the FMV of the Shares on the date of grant and   (b) the Exercise Price of any ISO granted to a Ten Percent Stockholder will not be less than   one hundred ten percent (110%) of the FMV of the Shares on the date of grant.  Payment for the   Shares purchased may be made in accordance with Section 11 and the Award Agreement and in   accordance with any procedures established by the Company.          5.5.  Method of Exercise.  Any Option granted hereunder will be vested and   exercisable according to the terms of the Plan and at such times and under such conditions as   determined by the Committee and set forth in the Award Agreement.  An Option may not be   exercised for a fraction of a Share.  An Option will be deemed exercised when the Company   receives:  (a) notice of exercise (in such form as the Committee may specify from time to time)   from the person entitled to exercise the Option (and/or via electronic execution through the  authorized third-party administrator), and (b) full payment for the Shares with respect to which  the Option is exercised together with applicable withholding taxes.  Full payment may consist of  any consideration and method of payment authorized by the Committee and permitted by the  Award Agreement and the Plan.  Shares issued upon exercise of an Option will be issued in the                                          13    





 






     name of the Participant.  Until the Shares are issued (as evidenced by the appropriate entry on the   books of the Company or of a duly authorized transfer agent of the Company), no right to vote or   receive dividends or any other rights as a stockholder will exist with respect to the Shares,  notwithstanding the exercise of the Option.  The Company will issue (or cause to be issued) such   Shares promptly after the Option is exercised.  No adjustment will be made for a dividend or   other right for which the record date is prior to the date the Shares are issued, except as provided   in Section 2.6 of the Plan.  Exercising an Option in any manner will decrease the number of   Shares thereafter available, both for purposes of the Plan and for sale under the Option, by the   number of Shares as to which the Option is exercised.          5.6.  Termination of Service.  If the Participant’s Service terminates for any reason   except for Cause or the Participant’s death or Disability, then the Participant may exercise such   Participant’s Options only to the extent that such Options would have been exercisable by the  Participant on the date Participant’s Service terminates no later than three (3) months after the   date Participant’s Service terminates (or such shorter or longer time period as may be determined   by the Committee, with any exercise beyond three (3) months after the date Participant’s   employment terminates deemed to be the exercise of an NSO), but in any event no later than the  expiration date of the Options, except as required by applicable law.               (a)   Death.  If the Participant’s Service terminates because of the Participant’s        death (or the Participant dies within three (3) months after Participant’s Service        terminates other than for Cause or because of the Participant’s Disability), then the        Participant’s Options may be exercised only to the extent that such Options would have        been exercisable by the Participant on the date Participant’s Service terminates and must        be exercised by the Participant’s legal representative, or authorized assignee, no later than        twelve (12) months after the date Participant’s Service terminates (or such shorter or        longer time period as may be determined by the Committee), but in any event no later        than the expiration date of the Options, except as required by applicable law.               (b)   Disability.  If the Participant’s Service terminates because of the        Participant’s Disability, then the Participant’s Options may be exercised only to the        extent that such Options would have been exercisable by the Participant on the date        Participant’s Service terminates and must be exercised by the Participant (or the        Participant’s legal representative or authorized assignee) no later than twelve (12) months        after the date Participant’s Service terminates (or such shorter or longer time period as        may be determined by the Committee, with any exercise beyond (a) three (3) months        after the date Participant’s employment terminates when the termination of Service is for        a Disability that is not a “permanent and total disability” as defined in Section 22(e)(3) of        the Code, or (b) twelve (12) months after the date Participant’s employment terminates        when the termination of Service is for a Disability that is a “permanent and total        disability” as defined in Section 22(e)(3) of the Code, deemed to be exercise of an NSO),        but in any event no later than the expiration date of the Options.         5.7.  Limitations on ISOs.  With respect to Awards granted as ISOs, to the extent that   the aggregate FMV of the Shares with respect to which such ISOs are exercisable for the first   time by the Participant during any calendar year (under all plans of the Company and any Parent   or Subsidiary) exceeds one hundred thousand dollars ($100,000), such Options will be treated as                                          14    





 






     NSOs.  For purposes of this Section 5.7, ISOs will be taken into account in the order in which  they were granted.  The FMV of the Shares will be determined as of the time the Option with   respect to such Shares is granted.  In the event that the Code or the regulations promulgated   thereunder are amended after the Effective Date to provide for a different limit on the FMV of   Shares permitted to be subject to ISOs, such different limit will be automatically incorporated   herein and will apply to any Options granted after the effective date of such amendment.          5.8.  Modification, Extension or Renewal.  The Committee may modify, extend or   renew outstanding Options and authorize the grant of new Options in substitution therefor,   provided that any such action may not, without the written consent of a Participant, impair any of  such Participant’s rights under any Option previously granted, unless for the purpose of  complying with applicable laws and regulations.  Any outstanding ISO that is modified,  extended, renewed or otherwise altered will be treated in accordance with Section 424(h) of the  Code.  Subject to Section 18 of this Plan, by written notice to affected Participants, the  Committee may reduce the Exercise Price of outstanding Options without the consent of such  Participants by a written notice to them; provided, however, that the Exercise Price may not be  reduced below the minimum Exercise Price that would be permitted under Section 5.4 for  Options granted on the date the action is taken to reduce the Exercise Price.         5.9.  No Disqualification.  Notwithstanding any other provision in this Plan, no term of   this Plan relating to ISOs will be interpreted, amended or altered, nor will any discretion or   authority granted under this Plan be exercised, so as to disqualify this Plan under Section 422 of   the Code or, without the written consent of the Participant, to disqualify any Participant’s ISO   under Section 422 of the Code.    6.    RESTRICTED STOCK UNITS.  A restricted stock unit (“RSU”) is an award to an   eligible Employee, Consultant, or Director covering a number of Shares that may be settled in   cash or by issuance of those Shares (which may consist of Restricted Stock).  No Purchase Price   shall apply to an RSU settled in Shares.  All RSUs shall be made pursuant to an Award  Agreement.         6.1.  Terms of RSUs.  The Committee will determine the terms of an RSU including,   without limitation:  (a) the number of Shares subject to the RSU; (b) the time or times during   which the RSU may be settled; (c) the consideration to be distributed on settlement; and (d) the   effect of the Participant’s termination of Service on each RSU; provided that no RSU shall have  a term longer than ten (10) years.  An RSU may be awarded upon satisfaction of such  performance goals based on Performance Factors during any Performance Period as are set out in  advance in the Participant’s Award Agreement.  If the RSU is being earned upon satisfaction of  Performance Factors, then the Committee will:  (i) determine the nature, length and starting date  of any Performance Period for the RSU; (ii) select from among the Performance Factors to be  used to measure the performance, if any; and (iii) determine the number of Shares deemed  subject to the RSU.  Performance Periods may overlap and participants may participate  simultaneously with respect to RSUs that are subject to different Performance Periods and   different performance goals and other criteria.          6.2.  Form and Timing of Settlement.  Payment of earned RSUs shall be made as soon   as practicable after the date(s) determined by the Committee and set forth in the Award                                          15    





 






     Agreement.  The Committee, in its sole discretion, may settle earned RSUs in cash, Shares, or a   combination of both.  The Committee may also permit a Participant to defer payment under a   RSU to a date or dates after the RSU is earned provided that the terms of the RSU and any  deferral satisfy the requirements of Section 409A of the Code.         6.3.  Termination of Service.  Except as may be set forth in the Participant’s Award   Agreement, vesting ceases on such date Participant’s Service terminates (unless determined   otherwise by the Committee).          6.4.  Dividend Equivalent Payments.  The Committee may permit Participants holding   RSUs to receive dividend equivalent payments on outstanding RSUs if and when dividends are   paid to stockholders on Shares.  In the discretion of the Committee, such dividend equivalent   payments may be paid in cash or Shares, and they may either be paid at the same time as   dividend payments are made to stockholders or be delayed until Shares are issued pursuant to the   RSU grants and may be subject to the same vesting or performance requirements as the RSUs.  If   the Committee permits dividend equivalent payments to be made on RSUs, the terms and   conditions for such dividend equivalent payments will be set forth in the RSU Agreement.    7.    RESTRICTED STOCK AWARDS.  A restricted stock award (“RSA”) is an offer by   the Company to sell to an eligible Employee, Consultant, or Director Shares that are subject to   restrictions (“Restricted Stock”).  The Committee will determine to whom an offer will be made,   the number of Shares the Participant may purchase, the Purchase Price, the restrictions under   which the Shares will be subject and all other terms and conditions of the RSA, subject to the   Plan.          7.1.  Restricted Stock Purchase Agreement.  All purchases under an RSA will be   evidenced by an Award Agreement.  Except as may otherwise be provided in an Award   Agreement, a Participant accepts an RSA by signing and delivering to the Company an Award  Agreement with full payment of the Purchase Price, within thirty (30) days from the date the   Award Agreement was delivered to the Participant.  If the Participant does not accept such   Award within thirty (30) days, then the offer of such RSA will terminate, unless the Committee   determines otherwise.          7.2.  Purchase Price.  The Purchase Price for shares sold pursuant to an RSA will be   determined by the Committee on the date the RSA is granted, and if permitted by law, no cash   consideration will be required in connection with the payment for the Purchase Price where   consideration is services rendered.  Payment of the Purchase Price must be made in accordance   with Section 11 of the Plan, and the Award Agreement and in accordance with any procedures   established by the Company.          7.3.  Terms of RSAs.  RSAs will be subject to such restrictions as the Committee may   impose or are required by law.  These restrictions may be based on completion of a specified   number of years of service with the Company or upon completion of Performance Factors, if   any, during any Performance Period as set out in advance in the Participant’s Award Agreement.    Prior to the grant of an RSA, the Committee shall:  (a) determine the nature, length and starting   date of any Performance Period for the RSA; (b) select from among the Performance Factors to   be used to measure performance goals, if any; and (c) determine the number of Shares that may                                          16    





 






     be awarded to the Participant.  Performance Periods may overlap and a Participant may   participate simultaneously with respect to RSAs that are subject to different Performance Periods   and having different performance goals and other criteria.          7.4.  Termination of Service.  Except as may be set forth in the Participant’s Award   Agreement, vesting ceases on such date Participant’s Service terminates (unless determined   otherwise by the Committee).          7.5.  Dividends and Other Distributions.  Participants holding RSAs will be entitled to   receive all dividends and other distributions paid with respect to such Shares, unless the   Committee provides otherwise at the time the Award is granted.  In the discretion of the   Committee, such dividends and other distributions may be paid in cash or Shares, and unless   otherwise specified in the applicable Award Agreement, all such dividends and distributions will   be subject to the same restrictions on transferability and forfeitability as apply to the RSAs with   respect to which they were paid and may either be paid at the same time as dividend payments   are made to other stockholders or be delayed until the vesting or performance requirements are   satisfied for the RSAs with respect to which such dividends or distributions are paid.    8.    STOCK BONUS AWARDS.  A stock bonus award (“Stock Bonus Award”) is an award   to an eligible Employee, Consultant, or Director of Shares for Services to be rendered or for past   Services already rendered to the Company or any Parent, Subsidiary or Affiliate.  All Stock   Bonus Awards shall be made pursuant to an Award Agreement.  No payment from the   Participant will be required for Shares awarded pursuant to a Stock Bonus Award.          8.1.  Terms of Stock Bonus Awards.  The Committee will determine the number of   Shares to be awarded to the Participant under a Stock Bonus Award and any restrictions thereon.   These restrictions may be based upon completion of a specified number of years of service with  the Company or upon satisfaction of performance goals based on Performance Factors during  any Performance Period as set out in advance in the Participant’s Stock Bonus Agreement.  Prior  to the grant of any Stock Bonus Award the Committee shall:  (a) determine the nature, length and  starting date of any Performance Period for the Stock Bonus Award; (b) select from among the  Performance Factors to be used to measure performance goals; and (c) determine the number of  Shares that may be awarded to the Participant.  Performance Periods may overlap and a  Participant may participate simultaneously with respect to Stock Bonus Awards that are subject  to different Performance Periods and different performance goals and other criteria.         8.2.  Form of Payment to Participant.  Payment may be made in the form of cash,   whole Shares, or a combination thereof, based on the FMV of the Shares earned under a Stock   Bonus Award on the date of payment, as determined in the sole discretion of the Committee.          8.3.  Termination of Service.  Except as may be set forth in the Participant’s Award   Agreement, vesting ceases on such date Participant’s Service terminates (unless determined   otherwise by the Committee).    9.    STOCK APPRECIATION RIGHTS.  A stock appreciation right (“SAR”) is an award   to an eligible Employee, Consultant, or Director that may be settled in cash, or Shares (which   may consist of Restricted Stock), having a value equal to (a) the difference between the FMV on                                          17    





 






     the date of exercise over the Exercise Price multiplied by (b) the number of Shares with respect   to which the SAR is being settled (subject to any maximum number of Shares that may be  issuable as specified in an Award Agreement).  All SARs shall be made pursuant to an Award   Agreement.          9.1.  Terms of SARs.  The Committee will determine the terms of each SAR including,   without limitation:  (a) the number of Shares subject to the SAR; (b) the Exercise Price and the   time or times during which the SAR may be settled; (c) the consideration to be distributed on  settlement of the SAR; and (d) the effect of the Participant’s termination of Service on each   SAR.  The Exercise Price of the SAR will be determined by the Committee when the SAR is   granted, and may not be less than FMV on the date of grant.  A SAR may be awarded upon   satisfaction of Performance Factors, if any, during any Performance Period as are set out in  advance in the Participant’s individual Award Agreement.  If the SAR is being earned upon the  satisfaction of Performance Factors, then the Committee will:  (i) determine the nature, length  and starting date of any Performance Period for each SAR; and (ii) select from among the  Performance Factors to be used to measure the performance, if any.  Performance Periods may  overlap and Participants may participate simultaneously with respect to SARs that are subject to  different Performance Factors and other criteria.         9.2.  Exercise Period and Expiration Date.  A SAR will be exercisable within the times   or upon the occurrence of events determined by the Committee and set forth in the Award   Agreement governing such SAR.  The SAR Agreement shall set forth the expiration date;   provided that no SAR will be exercisable after the expiration of ten (10) years from the date the   SAR is granted.  The Committee may also provide for SARs to become exercisable at one time   or from time to time, periodically or otherwise (including, without limitation, upon the   attainment during a Performance Period of performance goals based on Performance Factors), in   such number of Shares or percentage of the Shares subject to the SAR as the Committee   determines.  Except as may be set forth in the Participant’s Award Agreement, vesting ceases on   the date Participant’s Service terminates (unless determined otherwise by the Committee).    Notwithstanding the foregoing, the rules of Section 5.6 also will apply to SARs.          9.3.  Form of Settlement.  Upon exercise of a SAR, a Participant will be entitled to   receive payment from the Company in an amount determined by multiplying (a) the difference   between the FMV of a Share on the date of exercise over the Exercise Price; times (b) the   number of Shares with respect to which the SAR is exercised.  At the discretion of the   Committee, the payment from the Company for the SAR exercise may be in cash, in Shares of   equivalent value, or in some combination thereof.  The portion of a SAR being settled may be   paid currently or on a deferred basis with such interest or Dividend Equivalent Right, if any, as   the Committee determines, provided that the terms of the SAR and any deferral satisfy the   requirements of Section 409A of the Code.          9.4.  Termination of Service.  Except as may be set forth in the Participant’s Award   Agreement, vesting ceases on such date Participant’s Service terminates (unless determined   otherwise by the Committee).    10.   PERFORMANCE AWARDS.  A Performance Award is an award to an eligible   Employee, Consultant, or Director that is based upon the attainment of performance goals, as                                          18    





 






     established by the Committee, and other terms and conditions specified by the Committee, and   may be settled in cash, Shares (which may consist of, without limitation, Restricted Stock), other   property, or any combination thereof.  Grants of Performance Awards shall be made pursuant to   an Award Agreement that cites Section 10 of the Plan.          10.1. Types of Performance Awards.  Performance Awards shall include Performance   Shares, Performance Units, and cash-based Awards as set forth in Sections 10.1(a), 10.1(b), and   10.1(c) below.                (a)   Performance Shares.  The Committee may grant Awards of Performance         Shares, designate the Participants to whom Performance Shares are to be awarded and         determine the number of Performance Shares and the terms and conditions of each such         Award.                (b)   Performance Units.  The Committee may grant Awards of Performance         Units, designate the Participants to whom Performance Units are to be awarded and         determine the number of Performance Units and the terms and conditions of each such         Award.                (c)   Cash-Settled Performance Awards.  The Committee may also grant cash-        settled Performance Awards to Participants under the terms of this Plan.                (d)   Dividend Equivalent Payments.  The Committee may permit Participants         holding Performance Shares and/or Performance Units (collectively, “Performance         Awards”) to receive dividends, distributions and/or dividend equivalent payments on         outstanding Performance Awards if and when dividends are paid to stockholders on         Shares.  In the discretion of the Committee, such dividends, distributions and/or dividend         equivalent payments may be paid in cash or Shares, and they may either be paid at the         same time as dividend payments are made to stockholders or be delayed until Shares are         issued (if applicable) pursuant to the Performance Awards and may be subject to the         same performance requirements as apply to the Performance Awards.  If the Committee         permits dividends, distributions and/or dividend equivalent payments to be made on         Performance Awards, the terms and conditions for such dividends, distributions and/or         dividend equivalent payments will be set forth in the applicable Award Agreement(s).    The amount to be paid under any Performance Award may be adjusted on the basis of such   further consideration as the Committee shall determine in its sole discretion.          10.2. Terms of Performance Awards.  Performance Awards will be based on the   attainment of performance goals using the Performance Factors within this Plan that are   established by the Committee for the relevant Performance Period.  The Committee will   determine, and each Award Agreement shall set forth, the terms of each Performance Award   including, without limitation:  (a) the amount of any cash bonus, (b) the number of Shares   deemed subject to an award of Performance Shares; (c) the Performance Factors and   Performance Period that shall determine the time and extent to which each award of Performance   Shares shall be settled; (d) the consideration to be distributed on settlement, and (e) the effect of  the Participant’s termination of Service on each Performance Award.  In establishing                                          19    





 






     Performance Factors and the Performance Period the Committee will:  (i) determine the nature,   length and starting date of any Performance Period; (ii) select from among the Performance   Factors to be used; and (z) determine the number of Shares deemed subject to the award of   Performance Shares.  Each Performance Share will have an initial value equal to the FMV of a   Share on the date of grant.  Prior to settlement the Committee shall determine the extent to which   Performance Awards have been earned.  Performance Periods may overlap and Participants may   participate simultaneously with respect to Performance Awards that are subject to different   Performance Periods and different performance goals and other criteria.          10.3. Termination of Service.  Except as may be set forth in the Participant’s Award   Agreement, vesting ceases on the date Participant’s Service terminates (unless determined   otherwise by the Committee).    11.   PAYMENT FOR SHARE PURCHASES.  Payment from a Participant for Shares   acquired pursuant to this Plan may be made in cash or cash equivalents or, where approved for   the Participant by the Committee and where permitted by law (and to the extent not otherwise set   forth in the applicable Award Agreement):                (a)   by cancellation of indebtedness of the Company owed to the Participant;                (b)   by surrender of shares of Company capital stock held by the Participant         that are clear of all liens, claims, encumbrances or security interests that have an FMV on         the date of surrender equal to the aggregate exercise price of the Shares as to which said        Award will be exercised or settled;               (c)   by waiver of compensation due or accrued to the Participant for services         rendered or to be rendered to the Company or a Parent, Subsidiary or Affiliate;               (d)   by consideration received by the Company pursuant to a broker-assisted or        other form of cashless exercise program implemented by the Company in connection        with the Plan;               (e)   by any combination of the foregoing; or               (f)   by any other method of payment as is permitted by applicable law.   The Committee may limit the availability of any method of payment, to the extent the Committee  determines, in its discretion, that such limitation is necessary or advisable to comply with  applicable law or facilitate the administration of the Plan.   12.   GRANTS TO NON-EMPLOYEE DIRECTORS.  Non-Employee Directors are   eligible to receive any type of Award offered under this Plan except ISOs.  Awards pursuant to   this Section 12 may be automatically made pursuant to policy adopted by the Board, or made   from time to time as determined in the discretion of the Board.  The aggregate grant date fair   value of Awards granted to a Non-Employee Director pursuant to this Section 12 in any calendar   year shall not exceed $600,000.                                           20    





 






           12.1. Eligibility.  Awards pursuant to this Section 12 shall be granted only to Non-  Employee Directors.  A Non-Employee Director who is elected or re-elected as a member of the   Board will be eligible to receive an Award under this Section 12.          12.2. Vesting, Exercisability and Settlement.  Except as set forth in Section 21, Awards   shall vest, become exercisable and be settled as determined by the Board.  With respect to   Options and SARs, the exercise price granted to Non-Employee Directors shall not be less than  the FMV of the Shares at the time that such Option or SAR is granted.         12.3. Election to receive Awards in Lieu of Cash.  A Non-Employee Director may elect   to receive his or her annual retainer payments and/or meeting fees from the Company in the form   of cash or Awards or a combination thereof, as determined by the Committee.  Such Awards   shall be issued under the Plan.  An election under this Section 12.3 shall be filed with the   Company on the form prescribed by the Company.    13.   WITHHOLDING TAXES.  Prior to any relevant taxable or tax withholding events in   connection with the Awards under this Plan, the Company may require the Participant to pay or   make adequate arrangements satisfactory to the Company with respect to any or all income tax,   social insurance, payroll tax, fringe benefits tax, payment on account and other tax-related items   related to the Participant’s participation in this Plan and legally applicable to the Participant  (collectively, “Tax-Related Obligations”).  The Committee may, in its sole discretion and   pursuant to such procedures as it may specify from time to time, require or permit a Participant   to satisfy withholding obligations for such Tax-Related Obligations, in whole or in part by   (without limitation) (a) paying cash, (b) having the Company withhold otherwise deliverable   cash or Shares having a value equal to the Tax-Related Obligations to be withheld, (c) delivering   to the Company already-owned Shares having a value equal to the Tax-Related Obligations to be   withheld, or (d) withholding from proceeds of the sale of Shares issued pursuant to an Award   either through a voluntary sale or through a mandatory sale arranged by the Company, provided   that, in all instances, the satisfaction of the Tax-Related Obligations will not result in any adverse   accounting consequence to the Company, as the Committee may determine in its sole discretion.    The Company may withhold or account for these Tax-Related Obligations by considering   applicable statutory withholding rates or other applicable withholding rates, including maximum   rates for the applicable tax jurisdiction to the extent consistent with applicable laws.  Unless   otherwise determined by the Committee, the FMV of the Shares will be determined as of the date   that the taxes are required to be withheld and such Shares shall be valued based on the FMV of   the Shares as of the previous trading day, unless otherwise determined by the Committee.    14.   TRANSFERABILITY.          14.1. Transfer Generally.  Unless determined otherwise by the Committee or pursuant   to Section 14.2, an Award may not be sold, pledged, assigned, hypothecated, transferred, or   disposed of in any manner other than by will or by the laws of descent or distribution.  If the   Committee makes an Award transferable, including, without limitation, by instrument to an inter   vivos or testamentary trust in which the Awards are to be passed to beneficiaries upon the death   of the trustor (settlor) or by gift or by domestic relations order to a Permitted Transferee, such   Award will contain such additional terms and conditions as the Committee deems appropriate.    All Awards shall be exercisable:  (a) during the Participant’s lifetime only by (i) the Participant,                                          21    





 






     or (ii) the Participant’s guardian or legal representative; (b) after the Participant’s death, by the   legal representative of the Participant’s heirs or legatees; and (c) in the case of all awards except   ISOs, by a Permitted Transferee.          14.2. Award Transfer Program.  Notwithstanding any contrary provision of the Plan,   the Committee shall have all discretion and authority to determine and implement the terms and   conditions of any Award Transfer Program instituted pursuant to this Section 14.2 and shall have  the authority to amend the terms of any Award participating, or otherwise eligible to participate   in, the Award Transfer Program, including (but not limited to) the authority to (a) amend   (including to extend) the expiration date, post-termination exercise period and/or forfeiture   conditions of any such Award, (b) amend or remove any provisions of the Award relating to the   Award holder’s continued Service to the Company or its Parent, Subsidiary, or Affiliate,   (c) amend the permissible payment methods with respect to the exercise or purchase of any such   Award, (d) amend the adjustments to be implemented in the event of changes in the   capitalization and other similar events with respect to such Award, and (e) make such other   changes to the terms of such Award as the Committee deems necessary or appropriate in its sole   discretion.    15.   PRIVILEGES OF STOCK OWNERSHIP; RESTRICTIONS ON SHARES.          15.1. Voting and Dividends.  No Participant will have any of the rights of a stockholder   with respect to any Shares until the Shares are issued to the Participant, except for any Dividend   Equivalent Rights permitted by an applicable Award Agreement.  In addition, the Committee   may provide that any Dividend Equivalent Rights permitted by an applicable Award Agreement   shall be deemed to have been reinvested in additional Shares or otherwise reinvested.  After   Shares are issued to the Participant, the Participant will be a stockholder and have all the rights  of a stockholder with respect to such Shares, including the right to vote and receive all dividends   or other distributions made or paid with respect to such Shares; provided, that if such Shares are   Restricted Stock, then any new, additional or different securities the Participant may become   entitled to receive with respect to such Shares by virtue of a stock dividend, stock split or any   other change in the corporate or capital structure of the Company will be subject to the same   restrictions as the Restricted Stock; provided, further, that the Participant will have no right to   retain such stock dividends or stock distributions with respect to Shares that are repurchased at   the Participant’s Purchase Price or Exercise Price, as the case may be, pursuant to Section 15.2.    However, the Committee, in its discretion, may provide in the Award Agreement evidencing any   Award that the Participant shall be entitled to Dividend Equivalent Rights with respect to the   payment of cash dividends on Shares underlying an Award during the period beginning on the   date the Award is granted and ending, with respect to each Share subject to the Award, on the   earlier of the date on which the Award is exercised or settled or the date on which it is forfeited.    Such Dividend Equivalent Rights, if any, shall be credited to the Participant in the form of cash   or additional whole Shares, as determined by the Committee in its sole discretion, as of the date   of payment of such cash dividends on Shares.  Notwithstanding the foregoing, dividends and   Dividend Equivalent Rights may accrue with respect to unvested Awards, but will not be paid or   issued until such Award is fully vested and the Shares are issued to Participant and such Shares   are no longer subject to any vesting requirements or repurchase rights on behalf of the Company.                                           22    





 






           15.2. Restrictions on Shares.  At the discretion of the Committee, the Company may   reserve to itself and/or its assignee(s) a right to repurchase (a “Right of Repurchase”) a portion   of any or all Unvested Shares held by a Participant following such Participant’s termination of   Service at any time within ninety (90) days (or such longer or shorter time determined by the   Committee) after the later of the date Participant’s Service terminates and the date the Participant   purchases Shares under this Plan, for cash and/or cancellation of purchase money indebtedness,  at the Participant’s Purchase Price or Exercise Price, as the case may be.   16.   CERTIFICATES.  All Shares or other securities whether or not certificated, delivered   under this Plan will be subject to such stock transfer orders, legends and other restrictions as the   Committee may deem necessary or advisable, including restrictions under any applicable   U.S. federal, state or foreign securities law, or any rules, regulations and other requirements of   any stock exchange or automated quotation system upon which the Shares may be listed or   quoted and any non-U.S. exchange controls or securities law restrictions to which the Shares are   subject.    17.   ESCROW; PLEDGE OF SHARES.  To enforce any restrictions on a Participant’s   Shares, the Committee may require the Participant to deposit all written or electronic certificates   (if any) representing Shares, together with stock powers or other instruments of transfer   approved by the Committee, appropriately endorsed in blank, with the Company or an agent   designated by the Company to hold in escrow until such restrictions have lapsed or terminated,   and the Committee may cause a legend or legends referencing such restrictions to be placed on   the certificate.  Any Participant who is permitted to execute a promissory note as partial or full   consideration for the purchase of Shares under this Plan will be required to pledge and deposit   with the Company all or part of the Shares so purchased as collateral to secure the payment of   Participant’s obligation to the Company under the promissory note; provided, however, that the  Committee may require or accept other or additional forms of collateral to secure the payment of   such obligation and, in any event, the Company will have full recourse against the Participant   under the promissory note notwithstanding any pledge of the Participant’s Shares or other   collateral.  In connection with any pledge of the Shares, Participant will be required to execute   and deliver a written pledge agreement in such form as the Committee will from time to time   approve.  The Shares purchased with the promissory note may be released from the pledge on a   pro rata basis as the promissory note is paid.    18.   REPRICING; EXCHANGE AND BUYOUT OF AWARDS.  Without prior   stockholder approval, the Committee may (a) reprice Options or SARs (and where such repricing   is a reduction in the Exercise Price of outstanding Options or SARs, the consent of the affected   Participants is not required provided written notice is provided to them, notwithstanding any  adverse tax consequences to them arising from the repricing), and (b) with the consent of the  respective Participants (unless not required pursuant to Section 5.8 of the Plan), pay cash or issue  new Awards in exchange for the surrender and cancellation of any, or all, outstanding Awards.   19.   SECURITIES LAW AND OTHER REGULATORY COMPLIANCE.  An Award   will not be effective unless such Award is in compliance with all applicable U.S. and foreign   federal and state securities and exchange control laws, rules and regulations of any governmental   body, and the requirements of any stock exchange or automated quotation system upon which   the Shares may then be listed or quoted, as they are in effect on the date of grant of the Award                                          23    





 






     and also on the date of exercise or other issuance.  Notwithstanding any other provision in this   Plan, the Company will have no obligation to issue or deliver written or electronic certificates (if   any) for Shares under this Plan prior to:  (a) obtaining any approvals from governmental agencies   that the Company determines are necessary or advisable; and/or (b) completion of any   registration or other qualification of such Shares under any state or federal or foreign law or   ruling of any governmental body that the Company determines to be necessary or advisable.  The   Company will be under no obligation to register the Shares or to effect compliance with the   registration, qualification or listing requirements of any foreign, national or state securities laws,   exchange control laws, stock exchange or automated quotation system, and the Company will   have no liability for any inability or failure to do so.    20.   NO OBLIGATION TO EMPLOY.  Nothing in this Plan or any Award granted under   this Plan will confer or be deemed to confer on any Participant any right to continue in the   employ of, or to continue any other relationship with, the Company or any Parent, Subsidiary or   Affiliate or limit in any way the right of the Company or any Parent, Subsidiary or Affiliate to   terminate Participant’s employment or other relationship at any time.    21.   CORPORATE TRANSACTIONS.          21.1. Assumption or Replacement of Awards by Successor.  In the event that the   Company is subject to a Corporate Transaction, outstanding Awards acquired under the Plan  shall be subject to the agreement evidencing the Corporate Transaction, which need not treat all  outstanding Awards in an identical manner.  Such agreement, without the Participant’s consent,   shall provide for one or more of the following with respect to all outstanding Awards as of the   effective date of such Corporate Transaction:                (a)   The continuation of an outstanding Award by the Company (if the         Company is the successor entity).                (b)   The assumption of an outstanding Award by the successor or acquiring        entity (if any) of such Corporate Transaction (or by its parents, if any), which        assumption, will be binding on all selected Participants; provided that the exercise price         and the number and nature of shares issuable upon exercise of any such option or stock         appreciation right, or any award that is subject to Section 409A of the Code, will be         adjusted appropriately pursuant to Section 424(a) of the Code and/or Section 409A of the         Code, as applicable.                (c)   The substitution by the successor or acquiring entity in such Corporate         Transaction (or by its parents, if any) of equivalent awards with substantially the same         terms for such outstanding Awards (except that the exercise price and the number and         nature of shares issuable upon exercise of any such option or stock appreciation right, or         any award that is subject to Section 409A of the Code, will be adjusted appropriately         pursuant to Section 424(a) of the Code and/or Section 409A of the Code, as applicable).                (d)   The full or partial acceleration of exercisability or vesting and accelerated         expiration of an outstanding Award and lapse of the Company’s right to repurchase or re-                                          24    





 






         acquire shares acquired under an Award or lapse of forfeiture rights with respect to shares        acquired under an Award.               (e)   The settlement of the full value of such outstanding Award (whether or not        then vested or exercisable) in cash, cash equivalents, or securities of the successor entity        (or its parent, if any) with a FMV equal to the required amount, followed by the        cancellation of such Awards; provided however, that such Award may be cancelled if        such Award has no value, as determined by the Committee, in its discretion.  Subject to        Section 409A of the Code, such payment may be made in installments and may be        deferred until the date or dates the Award would have become exercisable or vested.         Such payment may be subject to vesting based on the Participant’s continued service,        provided that the vesting schedule shall not be less favorable to the Participant than the        schedule under which the Award would have become vested or exercisable.  For purposes        of this Section 21.1(e), the FMV of any security shall be determined without regard to        any vesting conditions that may apply to such security.               (f)   The cancellation of outstanding Awards in exchange for no consideration.         The Board shall have full power and authority to assign the Company’s right to  repurchase or re-acquire or forfeiture rights to such successor or acquiring corporation.  In  addition, in the event such successor or acquiring corporation (if any) refuses to assume, convert,  replace or substitute Awards, as provided above, pursuant to a Corporate Transaction, the  Committee will notify the Participant in writing or electronically that such Award will be  exercisable for a period of time determined by the Committee in its sole discretion, and such  Award will terminate upon the expiration of such period.  Awards need not be treated similarly  in a Corporate Transaction.         21.2. Assumption of Awards by the Company.  The Company, from time to time, also  may substitute or assume outstanding awards granted by another company, whether in  connection with an acquisition of such other company or otherwise, by either; (a) granting an  Award under this Plan in substitution of such other company’s award; or (b) assuming such  award as if it had been granted under this Plan if the terms of such assumed award could be  applied to an Award granted under this Plan.  Such substitution or assumption will be  permissible if the holder of the substituted or assumed award would have been eligible to be  granted an Award under this Plan if the other company had applied the rules of this Plan to such  grant.  In the event the Company assumes an award granted by another company, the terms and  conditions of such award will remain unchanged (except that the Purchase Price or the Exercise  Price, as the case may be, and the number and nature of Shares issuable upon exercise or  settlement of any such Award will be adjusted appropriately pursuant to Section 424(a) of the  Code and/or Section 409A of the Code, as applicable).  In the event the Company elects to grant  a new Option in substitution rather than assuming an existing option, such new Option may be  granted with a similarly adjusted Exercise Price.  Substitute Awards shall not be deducted from  the number of Shares authorized for grant under the Plan or authorized for grant to a Participant  in a calendar year.         21.3. Non-Employee Directors’ Awards.  Notwithstanding any provision to the contrary  herein, in the event of a Corporate Transaction, the vesting of all Awards granted to Non-                                        25   





 






     Employee Directors shall accelerate and such Awards shall become exercisable (as applicable) in   full prior to the consummation of such event at such times and on such conditions as the  Committee determines.   22.   ADOPTION AND STOCKHOLDER APPROVAL.  This Plan shall be submitted for   the approval of the Company’s stockholders, consistent with applicable laws, within twelve  (12) months before or after the date this Plan is adopted by the Board.   23.   TERM OF PLAN/GOVERNING LAW.  Unless earlier terminated as provided herein,   this Plan will become effective on the Effective Date and will terminate ten (10) years from the   date this Plan is adopted by the Board.  This Plan and all Awards granted hereunder shall be   governed by and construed in accordance with the laws of the State of Delaware (excluding its   conflict of law rules).    24.   AMENDMENT OR TERMINATION OF PLAN.  The Board may at any time   terminate or amend this Plan in any respect, including, without limitation, amendment of any   form of Award Agreement or instrument to be executed pursuant to this Plan; provided, however,  that the Board will not, without the approval of the stockholders of the Company, amend this  Plan in any manner that requires such stockholder approval; provided further, that a Participant’s   Award shall be governed by the version of this Plan then in effect at the time such Award was  granted.  No termination or amendment of the Plan shall affect any then-outstanding Award  unless expressly provided by the Committee; in any event, no termination or amendment of the  Plan or any outstanding Award may adversely affect any then outstanding Award without the  consent of the Participant, unless such termination or amendment is necessary to comply with  applicable law, regulation or rule.   25.   NON-EXCLUSIVITY OF THE PLAN.  Neither the adoption of this Plan by the Board,   the submission of this Plan to the stockholders of the Company for approval, nor any provision  of this Plan will be construed as creating any limitations on the power of the Board to adopt such  additional compensation arrangements as it may deem desirable, including, without limitation,  the granting of stock options and other equity awards and bonuses otherwise than under this  Plan, and such arrangements may be either generally applicable or applicable only in specific  cases.   26.   INSIDER TRADING POLICY.  Each Participant who receives an Award shall comply   with any policy adopted by the Company from time to time covering transactions in the   Company’s securities by Employees, officers and/or directors of the Company, as well as with   any applicable insider trading or market abuse laws to which the Participant may be subject.    27.   ALL AWARDS SUBJECT TO COMPANY CLAWBACK OR RECOUPMENT   POLICY.  All Awards shall, subject to applicable law, be subject to clawback or recoupment   pursuant to any compensation clawback or recoupment policy adopted by the Board or the  Committee or required by law during the term of Participant’s employment or other service with  the Company that is applicable to executive officers, employees, directors or other service  providers of the Company, and in addition to any other remedies available under such policy and  applicable law, may require the cancelation of outstanding Awards and the recoupment of any  gains realized with respect to Awards.                                          26    





 






                        NOTICE OF STOCK OPTION GRANT                                    (GLOBAL)                                    SONOS, INC.                         2018 EQUITY INCENTIVE PLAN                                GRANT NUMBER:         Unless otherwise defined herein, the terms defined in the Sonos, Inc. (the “Company”),  2018 Equity Incentive Plan (the “Plan”) shall have the same meanings in this Notice of Stock  Option Grant (the “Notice of Grant”) and the attached Stock Option Agreement, including the  International Supplement attached hereto (the “Supplement”), which is generally applicable to  you if you live or work outside the United States, and any special terms and conditions for your  country set forth therein (collectively, the “Option Agreement”).  You have been granted an  Option to purchase shares of Common Stock of the Company under the Plan subject to the terms  and conditions of the Plan, this Notice of Grant and the Option Agreement.   Name:                                     Address:                                  Number of Shares:                         Exercise Price Per Share:                 Date of Grant:                            Vesting Commencement Date:                Type of Option:                           Expiration Date:                      _________; this Option expires earlier if your                                        Service terminates earlier, as described in the                                        Option Agreement.   Vesting Schedule:                        Vesting Acceleration:                      This Notice of Grant may be executed and delivered electronically, whether via the Company’s  intranet or the Internet site of a third party or via email or any other means of electronic delivery  specified by the Company.  You acknowledge that the vesting of the Shares pursuant to this  Notice of Grant is earned only by continuing Service, but you understand that your employment  or consulting relationship with the Company or a Parent, Subsidiary or Affiliate is for an  unspecified duration, can be terminated at any time, and that nothing in this Notice of Grant, the  Option Agreement or the Plan changes the nature of that relationship.  By accepting this Option,  you and the Company agree that this Option is granted under and governed by the terms and  conditions of the Plan, this Notice of Grant and the Option Agreement.  By accepting this                                         1   





 






   Option, you consent to the electronic delivery and acceptance as further set forth in the Option  Agreement.                                             2   





 






                             STOCK OPTION AGREEMENT                                    SONOS, INC.                          2018 EQUITY INCENTIVE PLAN          You have been granted an Option by Sonos, Inc. (the “Company”), under the   2018 Equity Incentive Plan (the “Plan”) to purchase Shares (the “Option”), subject to the terms,   restrictions and conditions of the Plan, the Notice of Stock Option Grant (the “Notice of Grant”)  and this Stock Option Agreement, including the Supplement, which is generally applicable to  you if you live or work outside the United States, and any special terms and conditions for your  country set forth therein (collectively, the “Agreement”).         1. Grant of Option.  You have been granted the Option for the number of Shares set   forth in the Notice of Grant at the Exercise Price per Share set forth in the Notice of Grant.  In   the event of a conflict between the terms and conditions of the Plan and the terms and conditions   of this Agreement, the terms and conditions of the Plan shall prevail.          If you are a U.S. taxpayer and the Option is designated in the Notice of Grant as an   Incentive Stock Option (“ISO”), this Option is intended to qualify as an Incentive Stock Option   under Section 422 of the Code.  However, if this Option is intended to be an ISO, to the extent   that it exceeds the $100,000 limit under Code Section 422(d), it shall be treated as a   Nonqualified Stock Option (“NSO”).          2. Termination.                (a)   General Rule.  If your Service terminates for any reason except death or   Disability, then this Option will expire at the close of business at Company headquarters on the   date three months after your termination of Service (subject to the expiration detailed in   Section 6).          You acknowledge and agree that the vesting schedule set forth in the Notice of Grant   may change prospectively in the event that your service status changes between full and   part-time status in accordance with Company policies relating to work schedules and vesting of   awards.  You acknowledge that the vesting of the Shares pursuant to this Agreement is earned   only by continuing Service.                (b)   Death; Disability.  If you die before your Service terminates or you die   within three months of your termination of Service, then this Option will expire at the close of   business at Company headquarters on the date 12 months after the date of death (subject to the   expiration detailed in Section 6).  If your Service terminates because of your Disability, then this   Option will expire at the close of business at Company headquarters on the date 12 months after  your termination date (subject to the expiration detailed in Section 6).               (c)    Termination Date.  For purposes of this Option, your Service will be   considered terminated as of the date you are no longer actively providing services to the   Company or a Parent, Subsidiary or Affiliate (regardless of the reason for such termination and   whether or not later found to be invalid or in breach of labor laws in the jurisdiction where you   are employed or engaged or the terms of your employment or consulting agreement, if any), and   your period of Service will not include any contractual notice period or any period of “garden                                         1    





 






     leave” or similar period mandated under labor laws in the jurisdiction where you are employed   or engaged or the terms of your employment or consulting agreement, if any.  The Committee   shall have the exclusive discretion to determine when you are no longer actively providing   services for purposes of this Option (including whether you may still be considered to be   providing services while on a leave of absence).                (d)   No Notice.  You are responsible for keeping track of these exercise   periods following your termination of Service for any reason.  The Company will not provide   further notice of such periods.  In no event shall this Option be exercised later than the   Expiration Date set forth in the Notice of Grant.          3. Exercise of Option.                (a)  Right to Exercise.  This Option is exercisable during its term in   accordance with the vesting schedule set forth in the Notice of Grant and the applicable   provisions of the Plan and this Agreement.  In the event of your death, Disability, or other   cessation of Service, the exercisability of the Option is governed by the applicable provisions of   the Plan, the Notice of Grant and this Agreement.  This Option may not be exercised for a   fraction of a Share.                (b)   Method of Exercise.  This Option is exercisable by delivery of an exercise   notice in a form specified by the Company (the “Exercise Notice”), which shall state the election  to exercise the Option, the number of Shares in respect of which the Option is being exercised  (the “Exercised Shares”), and such other representations and agreements as may be required by  the Company pursuant to the provisions of the Plan.  The Exercise Notice shall be delivered in  person, by mail, via electronic mail or by other authorized method to the Secretary of the  Company or other person designated by the Company.  The Exercise Notice shall be  accompanied by payment of the aggregate Exercise Price as to all Exercised Shares.  This Option  shall be deemed to be exercised upon receipt by the Company of a fully executed Exercise  Notice accompanied by the aggregate Exercise Price and any applicable withholding of  Tax-Related Items as detailed in Section 8 below.         4. Method of Payment.  Payment of the aggregate Exercise Price shall be by any of   the following, or a combination thereof, at your election:                (a)   your personal check, wire transfer, or a cashier’s check;                (b)   for U.S. taxpayers only:  certificates for shares of Company stock that you   own, along with any forms needed to effect a transfer of those shares to the Company; the value   of the shares, determined as of the effective date of the Option exercise, will be applied to the   Exercise Price.  Instead of surrendering shares of Company stock, you may attest to the   ownership of those shares on a form provided by the Company and have the same number of   shares subtracted from the Exercised Shares issued to you.  However, you may not surrender, or   attest to the ownership of, shares of Company stock in payment of the Exercise Price of your   Option if your action would cause the Company to recognize compensation expense (or   additional compensation expense) with respect to this Option for financial reporting purposes;                                           2    





 






                 (c)   cashless exercise through irrevocable directions to a securities broker   approved by the Company to sell all or part of the Exercised Shares and to deliver to the   Company from the sale proceeds an amount sufficient to pay the Exercise Price and any   withholding of Tax-Related Items.  The balance of the sale proceeds, if any, will be delivered to   you.  The directions must be given by signing a special notice of exercise form provided by the   Company; or                (d)   other method authorized by the Company.          5. Non-Transferability of Option.  In general, except as provided below, only you   may exercise this Option prior to your death.  You may not transfer or assign this Option, except   as provided below.  For instance, you may not sell this Option or use it as security for a loan.  If   you attempt to do any of these things, this Option will immediately become invalid.          However, if you are a U.S. taxpayer, you may dispose of this Option in your will or in a   beneficiary designation.  If you are a U.S. taxpayer and this Option is designated as a NSO in the   Notice of Grant, then the Committee may, in its sole discretion, allow you to transfer vested   Shares subject to this Option (whether exercised or unexercised) as a gift to one or more family   members.  For purposes of this Agreement, “family member” means a child, stepchild,   grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew,   mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law   (including adoptive relationships), any individual sharing your household (other than a tenant or   employee), a trust in which one or more of these individuals have more than 50% of the   beneficial interest, a foundation in which you or one or more of these persons control the   management of assets, and any entity in which you or one or more of these persons own more   than 50% of the voting interest.  The Committee will allow you to transfer this Option only if   both you and the transferee(s) execute the forms prescribed by the Committee, which include the   consent of the transferee(s) to be bound by this Agreement.          This Option may not be transferred in any manner other than by will or by the laws of   descent or distribution or court order and may be exercised during the lifetime of you only by   you, your guardian, or legal representative, as permitted in the Plan and applicable local laws.    The terms of the Plan and this Agreement shall be binding upon the executors, administrators,   heirs, successors and assigns of you.          6.    Term of Option.  This Option shall in any event expire on the expiration date set   forth in the Notice of Grant, which date is ten years after the grant date (five years after the grant   date if this Option is designated as an ISO in the Notice of Grant and Section 5.3 of the Plan   applies).          7. Tax Obligations.  You should consult a tax adviser for tax obligations relating to   this Option in the jurisdiction in which you are subject to tax.  YOU SHOULD CONSULT A   TAX ADVISER BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE SHARES.                (a)   Exercising the Option.  You will not be allowed to exercise this Option   unless you make arrangements acceptable to the Company to pay any withholding of  Tax-Related Items.                                          3    





 






                 (b)   Notice of Disqualifying Disposition of ISO Shares.  If you sell or   otherwise dispose of any of the Shares acquired pursuant to an ISO on or before the later of   (i) two years after the grant date, or (ii) one year after the exercise date, you shall immediately   notify the Company in writing of such disposition.  You agree that you may be subject to income   tax withholding by the Company on the compensation income recognized from such early   disposition of ISO Shares by payment in cash or out of the current compensation paid to you.          8.    Responsibility for Taxes.  Regardless of any action the Company or, if different,   your actual employer (the “Employer”) takes with respect to any or all income tax, social   insurance contributions, payroll tax, fringe benefits tax, payment on account or other tax-related  withholding (“Tax-Related Items”), you acknowledge that the ultimate liability for all  Tax-Related Items legally due by you is and remains your responsibility and that the Company  and/or the Employer (1) make no representations or undertakings regarding the treatment of any   Tax-Related Items in connection with any aspect of this Option, including the grant, vesting or   exercise of this Option, the subsequent sale of Shares acquired pursuant to such exercise and the   receipt of any dividends; and (2) do not commit to structure the terms of the grant or any aspect   of this Option to reduce or eliminate your liability for Tax-Related Items or achieve any   particular tax result.  You acknowledge that if you are subject to Tax-Related Items in more than   one jurisdiction, the Company and/or the Employer may be required to withhold or account for   Tax-Related Items in more than one jurisdiction.          Prior to exercise of the Option, you shall pay or make adequate arrangements satisfactory   to the Company and/or the Employer to satisfy all Tax-Related Item withholding and payment on   account obligations of the Company and/or the Employer.  In this regard, you authorize the   Company and/or the Employer, and their respective agents, to withhold taxes from the proceeds   of the sale of the Shares, through a mandatory sale arranged by the Company (on your behalf and   pursuant to this authorization).          If any amount of Tax-Related Items that the Company or the Employer may be required   to withhold as a result of your participation in the Plan or your purchase of Shares cannot be   satisfied by the means previously described, then you authorize the Company or the Employer,   and their respective agents, at their discretion, to withhold all applicable Tax-Related Items   legally payable by you, if permissible under local law, from your wages or other cash   compensation paid to you by the Company and/or the Employer.  With the Company’s consent,   you may request alternative withholding arrangements, which may also include, if permissible   under local law, (a) withholding Shares that otherwise would be issued to you when you exercise   this Option, provided that the Company only withholds the amount of Shares necessary to satisfy   the minimum statutory withholding amount, (b) having the Company withhold taxes from the   proceeds of the sale of the Shares through a voluntary sale arranged by the Company, (c) your   payment of a cash amount or (d) any other arrangement approved by the Company; all under   such rules as may be established by the Committee and in compliance with the Company’s   Insider Trading Policy and 10b5-1 Trading Plan Policy, if applicable; provided, however, that if   you are a Section 16 officer of the Company under the Exchange Act, then the Committee (as   constituted in accordance with Rule 16b-3 under the Exchange Act) shall establish the method of   withholding prior to the taxable or withholding event.  The Fair Market Value of these Shares,   determined as of the effective date of the Option exercise, will be applied as a credit against the   Tax-Related Items.                                          4    





 






           Depending on the withholding method, the Company may withhold or account for   Tax-Related Items by considering applicable minimum statutory withholding rates or other   applicable withholding rates, including maximum applicable rates, as determined in the sole   discretion of the Company or the Employer.  In any case, you will not receive a refund from the   Company of any over-withheld amount in cash and will have no entitlement to the Shares   equivalent.  If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax   purposes, you are deemed to have been issued the full number of Shares subject to the vested   Shares, notwithstanding that a number of the Shares are held back solely for the purpose of   paying the Tax-Related Items.  You acknowledge that the Company has no obligation to deliver   Shares to you until you have satisfied the obligations in connection with the Tax-Related Items   as described in this Section.          9.    Nature of Grant.  In accepting this Option, you acknowledge, understand and   agree that:                (a)   the Plan is established voluntarily by the Company, it is discretionary in   nature and it may be modified, suspended or terminated by the Company at any time, to the   extent permitted by the Plan;                (b)   the grant of this Option is voluntary and occasional and does not create   any contractual or other right to receive future grants of stock options, or benefits in lieu of stock   options, even if stock options have been granted in the past;                (c)   all decisions with respect to future stock options or other grants, if any,   will be at the sole discretion of the Company;                (d)   you are voluntarily participating in the Plan;                (e)   this Option and any Shares acquired under the Plan, and the income and   value of same, are not intended to replace any pension rights or compensation;                (f)   this Option and any Shares acquired under the Plan, and the income and   value of same, are not part of normal or expected compensation for purpose of calculating any   severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses,   long-service awards, pension or retirement benefits or payments or welfare benefits or similar  payments;               (g)    unless otherwise agreed with the Company, this Option and any Shares   acquired under the Plan, and the income and value of same, are not granted as consideration for,  or in connection with, any Service you may provide as a director of any Parent, Subsidiary or   Affiliate;                (h)   the future value of the Shares underlying this Option is unknown,   indeterminable, and cannot be predicted with certainty;                (i)  if the underlying Shares do not increase in value, this Option will have no   value;                                          5    





 






               (j)  if you exercise this Option and acquire Shares, the value of such Shares  may increase or decrease in value, even below the Exercise Price;               (k)   no claim or entitlement to compensation or damages shall arise from  forfeiture of this Option resulting from the termination of your Service (for any reason  whatsoever, whether or not later found to be invalid or in breach of labor laws in the jurisdiction  where you are employed or engaged or the terms of your employment or service agreement, if  any), and in consideration of the grant of this Option to which you are otherwise not entitled, you  irrevocably agree never to institute any claim against the Company, the Employer or any Parent,  Subsidiary or Affiliate, waive your ability, if any, to bring any such claim, and release the  Company, the Employer or any Parent, Subsidiary or Affiliate from any such claim; if,  notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction,  then, by participating in the Plan, you shall be deemed irrevocably to have agreed not to pursue  such claim and agree to execute any and all documents necessary to request dismissal or  withdrawal of such claim; and               (l)  if you are providing Service outside the United States, neither the  Employer, the Company nor any Parent, Subsidiary or Affiliate shall be liable for any foreign  exchange rate fluctuation between your local currency and the United States Dollar that may  affect the value of this Option or of any amounts due to you pursuant to the exercise of this  Option or the subsequent sale of any Shares acquired upon exercise.         10. Acknowledgement.  The Company and you agree that this Option is granted  under and governed by the Notice of Grant, this Agreement and the provisions of the Plan  (incorporated herein by reference).  You:  (i) acknowledge receipt of a copy of the Plan  prospectus, (ii) represent that you have carefully read and are familiar with the provisions in the  grant documents, and (iii) hereby accept this Option subject to all of the terms and conditions set  forth in this Agreement and those set forth in the Plan and the Notice of Grant.  You hereby  agree to accept as binding, conclusive and final all decisions or interpretations of the Committee  upon any questions relating to the Plan, the Notice of Grant and this Agreement.        11.    Consent to Electronic Delivery and Acceptance of All Plan Documents and  Disclosures.  By your acceptance of this Option, you consent to the electronic delivery of the  Notice of Grant, this Agreement, account statements, Plan prospectuses required by the SEC,  U.S. financial reports of the Company, and all other documents that the Company is required to  deliver to its stockholders (including, without limitation, annual reports and proxy statements) or  other communications or information related to this Option.  Electronic delivery may include the  delivery of a link to a Company intranet or the internet site of a third party involved in  administering the Plan, the delivery of the document via e-mail or such other delivery  determined at the Company’s discretion.  You acknowledge that you may receive from the  Company a paper copy of any documents delivered electronically at no cost if you contact the  Company by telephone, through a postal service or electronic mail at  sonos-stockadmin@sonos.com.  You further acknowledge that you will be provided with a paper  copy of any documents delivered electronically if electronic delivery fails; similarly, you  understand that you must provide on request to the Company or any designated third party a  paper copy of any documents delivered electronically if electronic delivery fails.  You agree to  participate in the Plan through an on-line or electronic system established and maintained by the                                         6   





 






   Company or a third party designated by the Company.  Also, you understand that your consent  may be revoked or changed, including any change in the electronic mail address to which  documents are delivered (if you have provided an electronic mail address), at any time by  notifying the Company of such revised or revoked consent by telephone, postal service or  electronic mail at sonos-stockadmin@sonos.com.  Finally, you understand that you are not  required to consent to electronic delivery.         12.   Compliance with Laws and Regulations.  The exercise of this Option will be  subject to and conditioned upon compliance by the Company and you with all applicable state,  federal and foreign laws and regulations and with all applicable requirements of any stock  exchange or automated quotation system on which the Company’s Common Stock may be listed  or quoted at the time of such issuance or transfer, which compliance the Company shall, in its  absolute discretion, deem necessary or advisable.  You understand that the Company is under no  obligation to register or qualify the Common Stock with any state, federal or foreign securities  commission or to seek approval or clearance from any governmental authority for the issuance or  sale of the Shares.  Further, you agree that the Company shall have unilateral authority to amend  the Plan and this Agreement without your consent to the extent necessary to comply with  securities or other laws applicable to issuance of Shares.  Finally, the Shares issued pursuant to  this Agreement shall be endorsed with appropriate legends, if any, determined by the Company.         13.   No Advice Regarding Grant.  The Company is not providing any tax, legal or  financial advice, nor is the Company making any recommendations regarding your participation  in the Plan, or your acquisition or sale of the underlying Shares.  You are hereby advised to  consult with your own personal tax, legal and financial advisors regarding your participation in  the Plan before taking any action related to the Plan.         14. Governing Law; Venue.  This Agreement and all acts and transactions pursuant  hereto and the rights and obligations of the parties hereto shall be governed, construed and  interpreted in accordance with the laws of the State of Delaware, without giving effect to  principles of conflicts of law.  For purposes of litigating any dispute that may arise directly or  indirectly from the Plan, the Notice of Grant and this Agreement, the parties hereby submit and  consent to litigation in the exclusive jurisdiction of the State of California and agree that any  such litigation shall be conducted only in the courts of California in Santa Barbara County,  California, or the federal courts of the United States for the Southern District of California and  no other courts.         15. Severability.  If one or more provisions of this Agreement are held to be  unenforceable under applicable law, the parties agree to renegotiate such provision in good faith.   In the event that the parties cannot reach a mutually agreeable and enforceable replacement for  such provision, then (i) such provision shall be excluded from this Agreement, (ii) the balance of  this Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of  this Agreement shall be enforceable in accordance with its terms.         16.   No Rights as Employee, Director or Consultant.  Nothing in this Agreement  shall affect in any manner whatsoever the right or power of the Company, or a Parent, Subsidiary  or Affiliate of the Company, to terminate your Service, for any reason, with or without Cause.                                         7   





 






           17. Adjustment.  In the event of a stock split, a stock dividend or a similar change in   Company stock, the number of Shares covered by this Option and the Exercise Price per Share   may be adjusted pursuant to the Plan.          18. Lock-Up Agreement.  In connection with the initial public offering of the   Company’s securities and upon request of the Company or the underwriters managing any   underwritten offering of the Company’s securities, you hereby agree not to sell, make any short  sale of, loan, grant any option for the purchase of, or otherwise dispose of any securities of the   Company however and whenever acquired (other than those included in the registration), except   pursuant to a transfer for no consideration in accordance with Section 5 above, without the prior   written consent of the Company or such underwriters, as the case may be, for such period of time   (not to exceed one hundred eighty (180) days) from the effective date of such registration as may   be requested by the Company or such managing underwriters and to execute an agreement   reflecting the foregoing as may be requested by the underwriters at the time of the public   offering; provided however that, if during the last seventeen (17) days of the restricted period the   Company issues an earnings release or material news or a material event relating to the Company   occurs, or prior to the expiration of the restricted period the Company announces that it will   release earnings results during the sixteen (16)-day period beginning on the last day of the   restricted period, then, upon the request of the managing underwriter, to the extent required by   any FINRA rules, the restrictions imposed by this Section shall continue to apply until the end of   the third trading day following the expiration of the fifteen (15)-day period beginning on the   issuance of the earnings release or the occurrence of the material news or material event.  In no   event will the restricted period extend beyond two hundred sixteen (216) days after the effective   date of the registration statement.          19.   Award Subject to Company Clawback or Recoupment.  To the extent   permitted by applicable law, the Option shall be subject to clawback or recoupment pursuant to   any clawback or recoupment policy adopted by the Board or required by law during the term of   your employment or other Service that is applicable to you.  In addition to any other remedies  available under such policy, applicable law may require the cancellation of your Option (whether  vested or unvested) and the recoupment of any gains realized with respect to your Option.         20.    Entire Agreement; Enforcement of Rights.  This Agreement, the Plan and the   Notice of Grant constitute the entire agreement and understanding of the parties relating to the   subject matter herein and supersede all prior discussions between them.  Any prior agreements,  commitments or negotiations concerning this Option are superseded.  No modification of or  amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be  effective unless in writing and signed by the parties to this Agreement.  The failure by either  party to enforce any rights under this Agreement shall not be construed as a waiver of any rights   of such party.          21.   Insider Trading Restrictions/Market Abuse Laws.  You acknowledge that you   may be subject to insider trading restrictions and/or market abuse laws, which may affect your   ability to acquire or sell the Shares or rights to Shares under the Plan during such times as you   are considered to have “inside information” regarding the Company (as defined by the laws in   your country).  Any restrictions under these laws or regulations are separate from and in addition   to any restrictions that may be imposed under any applicable Company insider trading policy.                                           8    





 






     You acknowledge that it is your responsibility to comply with any applicable restrictions, and   you are advised to speak to your personal advisor on this matter.          22. Language.  If you have received this Agreement or any other document related to   the Plan translated into a language other than English and if the meaning of the translated version   is different than the English version, the English version will control.          23. International Supplement.  Notwithstanding any provisions in this Agreement,   this Option shall be subject to the Supplement if you live or work outside the United States,   including any special terms and conditions set forth therein for your country.  Moreover, if you   relocate to a country other than the United States, then the Supplement, including the special   terms and conditions for such country, will apply to you to the extent the Company determines   that the application of such terms and conditions is necessary or advisable for legal or   administrative reasons.  The Supplement constitutes part of this Agreement.          24.   Imposition of Other Requirements.  The Company reserves the right to impose   other requirements on your participation in the Plan, on this Option and on any Shares acquired   under the Plan, to the extent the Company determines it is necessary or advisable for legal or   administrative reasons, and to require you to sign any additional agreements or undertakings that   may be necessary to accomplish the foregoing.          25. Waiver.  You acknowledge that a waiver by the Company of breach of any   provision of this Agreement shall not operate or be construed as a waiver of any other provision   of this Agreement, or of any subsequent breach by you or any other Participant.         BY ACCEPTING THIS OPTION, YOU AGREE TO ALL OF THE TERMS AND  CONDITIONS DESCRIBED ABOVE AND IN THE PLAN.                                              9    





 






                   NOTICE OF RESTRICTED STOCK UNIT AWARD                             (SECTION 16 OFFICERS)                                    SONOS, INC.                         2018 EQUITY INCENTIVE PLAN                                GRANT NUMBER:         Unless otherwise defined herein, the terms defined in the Sonos, Inc. (the “Company”),  2018 Equity Incentive Plan (the “Plan”) shall have the same meanings in this Notice of Restricted  Stock Unit Award (the “Notice”) and the attached Award Agreement, including the International  Supplement attached hereto (the “Supplement”), which is generally applicable to you if you live  or work outside the United States, and any special terms and conditions for your country set forth  therein (collectively, the “RSU Agreement”).  You (“you”) have been granted an award of  Restricted Stock Units (“RSUs”) under the Plan subject to the terms and conditions of the Plan,  this Notice and the attached RSU Agreement.   Name:                            Address:                         Number of RSUs:                  Date of Grant:                   Vesting Commencement Date:       Expiration Date:              The earlier to occur of:  (a) the settlement of all vested                                RSUs granted hereunder and (b) the tenth anniversary of                                the Date of Grant.  The RSUs expire earlier if your Service                                terminates earlier, as described in the RSU Agreement.   Vesting Dates:                   Vesting Schedule:                Vesting Acceleration:         [Notwithstanding the foregoing and anything contrary in                                the RSU Agreement or the Plan, if your Service is                                terminated by the Company or a successor corporation as a                                result of an Involuntary Termination (as defined below)                                within the period of time commencing two months prior to                                a Corporate Transaction (as defined below) and ending                                12 months following a Corporate Transaction, you shall                                also fully vest in the Accelerated RSUs (as defined below).                                       “Involuntary Termination” means, without your                                express written consent, any of the following:  (a) your                                resignation following (i) a significant reduction of your                                duties, position or responsibilities relative to your duties,                                         1   





 






                                   position or responsibilities in effect immediately prior to                                 such reduction; (ii) a material reduction by the Company of                                 your base salary, as in effect immediately prior to such                                 reduction; and/or (iii) your relocation by the Company to a                                 facility or a location more than fifty (50) miles from your                                 current location; or (b) any termination of your Service by                                 the Company other than for Cause (as defined below); in                                 either of the foregoing cases, provided that such resignation                                 or termination constitutes a “separation from service”                                 within the meaning of Section 409A of the Code and the                                 Treasury regulations promulgated thereunder.                                        “Cause” means any of the following:  (i) any act of                                 personal dishonesty, taken by you in connection with your                                 responsibilities as a service provider of the Company,                                 which is intended to result in your personal enrichment,                                 (ii) your conviction of, or plea of nolo contendere to, a                                 felony, (iii) any act by you that constitutes material                                 misconduct and is injurious to the Company, or                                 (iv) continued violations by you of your obligations to the                                 Company.                                        “Accelerated RSUs” means 100% of the then-                                unvested RSUs.                                        Notwithstanding anything contrary in the RSU                                 Agreement or the Plan, if you are subject to an Involuntary                                 Termination prior to a Corporate Transaction, your then-                                unvested RSUs shall remain outstanding for two months                                 but shall not continue vesting following such Involuntary                                 Termination to the minimum extent necessary to permit the                                 vesting acceleration described above.]           This Grant Notice may be executed and delivered electronically, whether via the  Company’s intranet or the Internet site of a third party or via email or any other means of electronic  delivery specified by the Company.  You acknowledge that the vesting of the RSUs pursuant to  this Notice is earned only by continuing Service, but you understand that your employment or  consulting relationship with the Company or a Parent, Subsidiary or Affiliate is for an unspecified  duration, can be terminated at any time, and that nothing in this Notice of Grant, the RSU  Agreement or the Plan changes the nature of that relationship.  By accepting this award, you and  the Company agree that this award is granted under and governed by the terms and conditions of  the Plan, this Notice and the RSU Agreement.  By accepting this award of RSUs, you consent to  the electronic delivery and acceptance as further set forth in the RSU Agreement.                                          2    





 






                        RESTRICTED STOCK UNIT AGREEMENT                                    SONOS, INC.                          2018 EQUITY INCENTIVE PLAN          You have been granted Restricted Stock Units (“RSUs”) by Sonos, Inc. (the “Company”),   subject to the terms, restrictions and conditions of the Plan, the Notice of Restricted Stock Unit   Award (the “Notice”) and this Restricted Stock Unit Agreement, including the Supplement, which   is generally applicable to you if you live or work outside the United States, and any special terms   and conditions for your country set forth therein (collectively, this “RSU Agreement”).   1. Nature of Grant.  In accepting this award of RSUs, you acknowledge, understand and   agree that:          (a)  the Plan is established voluntarily by the Company, it is discretionary in nature and   it may be modified, amended, suspended or terminated by the Company at any time, to the extent   permitted by the Plan;          (b)   the grant of the RSUs is voluntary and occasional and does not create any   contractual or other right to receive future awards of RSUs, or benefits in lieu of RSUs, even if   RSUs have been granted in the past;          (c)  all decisions with respect to future RSUs or other grants, if any, will be at the sole   discretion of the Company;          (d)   you are voluntarily participating in the Plan;          (e)   the RSUs and the Shares subject to the RSUs, and the income and value of same,   are not intended to replace any pension rights or compensation;          (f)  the RSUs and the Shares subject to the RSUs, and the income and value of same,   are not part of normal or expected compensation for purposes of calculating any severance,   resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service   awards, pension or retirement or welfare benefits or similar payments;          (g)   unless otherwise agreed with the Company, the RSUs and any Shares acquired   under the Plan, and the income and value of same, are not granted as consideration for, or in   connection with, any service you may provide as a director of the Company, or a Parent or   Subsidiary of the Company;          (h)   the future value of the underlying Shares is unknown, indeterminable and cannot   be predicted with certainty;          (i)   no claim or entitlement to compensation or damages shall arise from forfeiture of   the RSUs resulting from the termination of your Service (for any reason whatsoever whether or   not later found to be invalid or in breach of labor laws in the jurisdiction where you are providing   Service or the terms of your employment or service agreement, if any), and in consideration of the   grant of the RSUs to which you are otherwise not entitled, you irrevocably agree never to institute   any claim against the Company, the Employer (as defined below), or any other Parent or                                          1    





 






   Subsidiary of the Company, waive your ability, if any, to bring any such claim, and release the  Company, the Employer and its Parent or Subsidiaries from any such claim; if, notwithstanding  the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating  in the Plan, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to  execute any and all documents necessary to request dismissal or withdrawal of such claim; and         (j)  the following provisions apply only if you are providing Service outside the United  States:               (i)   the RSUs and the Shares subject to the RSUs, and the income and value of        same, are not part of normal or expected compensation or salary for any purpose; and               (ii)  neither the Company, the Employer nor any Parent or Subsidiary of the        Company shall be liable for any foreign exchange rate fluctuation between your local        currency and the United States Dollar that may affect the value of the RSUs or the        subsequent sale of any Shares acquired upon settlement.   2. Settlement.  Settlement of RSUs shall be made, in any case, on or before March 15 of the  calendar year following the calendar year of the applicable date of vesting under the vesting  schedule set forth in the Notice.  Settlement of RSUs shall be in Shares.  Settlement means the  delivery to you of the Shares vested under the RSUs.  Fractional Shares will not be issued.   3.    No Stockholder Rights.  Unless and until such time as Shares are issued in settlement of  vested RSUs, you shall have no ownership of the Shares allocated to the RSUs and shall have no  right to dividends or to vote such Shares.   4. Dividend Equivalents.  Dividend equivalents, if any, shall not be credited to you, except  as otherwise permitted by the Committee.   5. No Transfer.  RSUs may not be sold, assigned, transferred, pledged, hypothecated, or  otherwise disposed of in any manner other than by will or by the laws of descent or distribution or  court order or unless otherwise permitted by the Committee on a case-by-case basis.   6. Termination.  If your Service terminates for any reason, all unvested RSUs shall be  forfeited to the Company forthwith, and all rights you have to such RSUs shall immediately  terminate, without payment of any consideration to you.  For purposes of this award of RSUs, your  Service will be considered terminated as of the date you are no longer providing Service  (regardless of the reason for such termination and whether or not later found to be invalid or in  breach of labor laws in the jurisdiction where you are employed or the terms of your employment  or service agreement, if any) and will not be extended by any notice period mandated under local  employment laws (e.g., Service would not include a period of “garden leave” or similar period).   In case of any dispute as to whether your termination of Service has occurred, the Committee shall  have sole discretion to determine whether such termination has occurred (including whether you  may still be considered to be providing Services while on a leave of absence) and the effective  date of such termination.   7. Tax Consequences.  You acknowledge that there will be certain consequences with regard  to income tax, national or social insurance contributions, payroll tax, fringe benefits tax, payment                                         2   





 






     on account or other tax-related items (“Tax-Related Items”) upon settlement of the RSUs or  disposition of the Shares, if any, received in connection therewith, and you should consult a tax  adviser regarding your tax obligations prior to such settlement or disposition in the jurisdiction  where you are subject to tax.   8.     Responsibility for Taxes.  Regardless of any action the Company or, if different, your   actual employer (the “Employer”) takes with respect to any or all Tax-Related Items withholding   or required deductions, you acknowledge that the ultimate liability for all Tax-Related Items   legally due by you is and remains your responsibility and that the Company and/or the Employer   (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in   connection with any aspect of the award, including the grant, vesting or settlement of the RSUs,   the subsequent sale of Shares acquired pursuant to such settlement and the receipt of any dividends;   and (2) do not commit to structure the terms of the award or any aspect of the RSUs to reduce or   eliminate your liability for Tax-Related Items or achieve any particular tax result.  You   acknowledge that if you are subject to Tax-Related Items in more than one jurisdiction, the   Company and/or the Employer may be required to withhold or account for Tax-Related Items in   more than one jurisdiction.          You acknowledge that the Company’s obligation to issue or deliver Shares shall be subject   to your satisfaction of all Company and/or Employer withholding obligations for Tax-Related   Items that arise as a result of this Award and the vesting and/or settlement of the RSUs that are   subject to this Award.  In this regard, you authorize the Company and/or the Employer, and their   respective agents, to withhold Shares that otherwise would be issued to you upon settlement of the   RSUs to satisfy the Company and/or the Employer’s tax withholding obligations.  You   acknowledge that you will not receive a refund in cash or Shares from the Company and/or the   Employer with respect to any withheld Shares, whose value exceeds the Company and/or the   Employer’s withholding obligations for Tax-Related Items, and that the Company and/or the  Employer will include such excess amount in the taxes that the Company will pay to the applicable  tax authorities on your behalf.  You must pay to the Company and/or the Employer any amount of  the Tax-Related Items that the Company and/or the Employer may be required to withhold that   cannot be satisfied through share withholding.  For tax purposes, you are deemed to have been   issued the full number of Shares subject to the vested RSUs, notwithstanding that a number of the   Shares are held back solely for the purpose of paying the Tax-Related Items.  You acknowledge   that the Company has no obligation to deliver Shares to you until you have satisfied the obligations   in connection with the Tax-Related Items as described in this Section 8.    9. Acknowledgement.  The Company and you agree that the RSUs are granted under and   governed by the Notice, this RSU Agreement and the provisions of the Plan.  You:    (i) acknowledge receipt of a copy of the Plan prospectus, (ii) represent that you have carefully read   and are familiar with the provisions in the grant documents, and (iii) hereby accept the RSUs   subject to all of the terms and conditions set forth in this RSU Agreement and those set forth in   the Notice.  You hereby agree to accept as binding, conclusive and final all decisions or   interpretations of the Committee upon any questions relating to the Plan, the Notice and this RSU   Agreement.    10.   Entire Agreement; Enforcement of Rights.  This RSU Agreement, the Plan and the   Notice constitute the entire agreement and understanding of the parties relating to the subject                                          3    





 






     matter herein and supersede all prior discussions between them.  Any prior agreements,   commitments or negotiations concerning the purchase of the Shares hereunder are superseded.  No   modification of or amendment to this RSU Agreement, nor any waiver of any rights under this   RSU Agreement, shall be effective unless in writing and signed by the parties to this RSU  Agreement.  The failure by either party to enforce any rights under this RSU Agreement shall not   be construed as a waiver of any rights of such party.    11.   Compliance with Laws and Regulations.  The issuance of Shares will be subject to and   conditioned upon compliance by the Company and you with all applicable state, federal and   foreign laws and regulations and with all applicable requirements of any stock exchange or   automated quotation system on which the Company’s Common Stock may be listed or quoted at   the time of such issuance or transfer, which compliance the Company shall, in its absolute   discretion, deem necessary or advisable.  You understand that the Company is under no obligation   to register or qualify the Common Stock with any state, federal or foreign securities commission   or to seek approval or clearance from any governmental authority for the issuance or sale of the   Shares.  Further, you agree that the Company shall have unilateral authority to amend the Plan and   this RSU Agreement without your consent to the extent necessary to comply with securities or   other laws applicable to issuance of Shares.  Finally, the Shares issued pursuant to this RSU   Agreement shall be endorsed with appropriate legends, if any, determined by the Company.    12.   No Advice Regarding Grant.  The Company is not providing any tax, legal or financial   advice, nor is the Company making any recommendations regarding your participation in the Plan,   or your acquisition or sale of the underlying Shares.  You are hereby advised to consult with your   own personal tax, legal and financial advisors regarding your participation in the Plan before taking   any action related to the Plan.    13. Governing Law; Venue.  This RSU Agreement, all acts and transactions pursuant hereto   and the rights and obligations of the parties hereto shall be governed, construed and interpreted in   accordance with the laws of the State of Delaware, without giving effect to principles of conflicts   of law.  For purposes of litigating any dispute that may arise directly or indirectly from the Plan,   the Notice and this RSU Agreement, the parties hereby submit and consent to litigation in the   exclusive jurisdiction of the State of California and agree that any such litigation shall be   conducted only in the courts of California in Santa Barbara County, California, or the federal courts   of the United States for the Southern District of California and no other courts.    14. Severability.  If one or more provisions of this RSU Agreement are held to be   unenforceable under applicable law, the parties agree to renegotiate such provision in good faith.    In the event that the parties cannot reach a mutually agreeable and enforceable replacement for   such provision, then (i) such provision shall be excluded from this RSU Agreement, (ii) the  balance of this RSU Agreement shall be interpreted as if such provision were so excluded and  (iii) the balance of this RSU Agreement shall be enforceable in accordance with its terms.   15.    No Rights as Employee, Director or Consultant.  Nothing in this RSU Agreement shall   affect in any manner whatsoever the right or power of the Company, or a Parent or Subsidiary of   the Company, to terminate your Service, for any reason, with or without Cause.                                           4    





 






     16.  Consent to Electronic Delivery and Acceptance of All Plan Documents and   Disclosures.  By your acceptance of this award of RSUs, you consent to the electronic delivery of   the Notice, this RSU Agreement, the Plan, account statements, Plan prospectuses required by the   SEC, U.S. financial reports of the Company, and all other documents that the Company is required   to deliver to its stockholders (including, without limitation, annual reports and proxy statements)   or other communications or information related to the RSUs.  Electronic delivery may include the   delivery of a link to a Company intranet or the internet site of a third party involved in   administering the Plan, the delivery of the document via e-mail or such other delivery determined   at the Company’s discretion.  You acknowledge that you may receive from the Company a paper   copy of any documents delivered electronically at no cost if you contact the Company by   telephone, through a postal service or electronic mail at sonos-stockadmin@sonos.com.  You   further acknowledge that you will be provided with a paper copy of any documents delivered   electronically if electronic delivery fails; similarly, you understand that you must provide on  request to the Company or any designated third party a paper copy of any documents delivered  electronically if electronic delivery fails.  You agree to participate in the Plan through an on-line  or electronic system established and maintained by the Company or a third party designated by the  Company.  Also, you understand that your consent may be revoked or changed, including any  change in the electronic mail address to which documents are delivered (if you have provided an  electronic mail address), at any time by notifying the Company of such revised or revoked consent  by telephone, postal service or electronic mail at sonos-stockadmin@sonos.com.  Finally, you   understand that you are not required to consent to electronic delivery.    17.   Insider Trading Restrictions/Market Abuse Laws.  You acknowledge that, depending   on your country, you may be subject to insider trading restrictions and/or market abuse laws, which   may affect your ability to acquire or sell the Shares or rights to Shares under the Plan during such   times as you are considered to have “inside information” regarding the Company (as defined by   the laws in your country).  Any restrictions under these laws or regulations are separate from and  in addition to any restrictions that may be imposed under any applicable Company insider trading   policy.  You acknowledge that it is your responsibility to comply with any applicable restrictions,   and you are advised to speak to your personal advisor on this matter.    18. Language.  If you have received this RSU Agreement or any other document related to the   Plan translated into a language other than English and if the meaning of the translated version is   different than the English version, the English version will control.    19. International Supplement.  Notwithstanding any provisions in this RSU Agreement, this   award of RSUs shall be subject to the Supplement if you live or work outside the United States,   including any special terms and conditions set forth therein for your country.  Moreover, if you   relocate to a country other than the United States, then the Supplement, including the special terms   and conditions for such country will, apply to you to the extent the Company determines that the   application of such terms and conditions is necessary or advisable for legal or administrative   reasons.  The Supplement constitutes part of this RSU Agreement.    20.   Imposition of Other Requirements.  The Company reserves the right to impose other   requirements on your participation in the Plan, on the RSUs and on any Shares acquired under the   Plan, to the extent the Company determines it is necessary or advisable for legal or administrative                                          5    





 






     reasons, and to require you to sign any additional agreements or undertakings that may be  necessary to accomplish the foregoing.   21. Waiver.  You acknowledge that a waiver by the Company of breach of any provision of   this RSU Agreement shall not operate or be construed as a waiver of any other provision of this   RSU Agreement, or of any subsequent breach by you or any other Participant.    22. Code Section 409A.  For purposes of this RSU Agreement, a termination of employment   will be determined consistent with the rules relating to a “separation from service” as defined in   Section 409A of the Code and the regulations thereunder (“Section 409A”).  Notwithstanding  anything else provided herein, to the extent any payments provided under this RSU Agreement in   connection with your termination of employment constitute deferred compensation subject to   Section 409A, and you are deemed at the time of such termination of employment to be a “specified   employee” under Section 409A, then such payment shall not be made or commence until the   earlier of (i) the expiration of the six-month period measured from your separation from service   from the Company or (ii) the date of your death following such a separation from service;   provided, however, that such deferral shall only be effected to the extent required to avoid adverse   tax treatment to you including, without limitation, the additional tax for which you would   otherwise be liable under Section 409A(a)(1)(B) in the absence of such a deferral.  To the extent   any payment under this RSU Agreement may be classified as a “short-term deferral” within the   meaning of Section 409A, such payment shall be deemed a short-term deferral, even if it may also  qualify for an exemption from Section 409A under another provision of Section 409A.  Payments  pursuant to this section are intended to constitute separate payments for purposes of  Section 1.409A-2(b)(2) of the Treasury Regulations.   23.    Award Subject to Company Clawback or Recoupment.  To the extent permitted by   applicable law, the RSUs shall be subject to clawback or recoupment pursuant to any clawback or   recoupment policy adopted by the Board or required by law during the term of your employment   or other Service that is applicable to you.  In addition to any other remedies available under such   policy, applicable law may require the cancellation of your RSUs (whether vested or unvested)   and the recoupment of any gains realized with respect to your RSUs.    BY ACCEPTING THIS RESTRICTED STOCK UNIT AWARD, YOU AGREE TO ALL OF   THE TERMS AND CONDITIONS DESCRIBED ABOVE AND IN THE PLAN.                                               6    





 






                        RESTRICTED STOCK UNIT AGREEMENT                                    SONOS, INC.                          2018 EQUITY INCENTIVE PLAN          You have been granted Restricted Stock Units (“RSUs”) by Sonos, Inc. (the   “Company”), subject to the terms, restrictions and conditions of the Plan, the Notice of   Restricted Stock Unit Award (the “Notice”) and this Restricted Stock Unit Agreement, including   the Supplement, which is generally applicable to you if you live or work outside the United   States, and any special terms and conditions for your country set forth therein (collectively, this   “RSU Agreement”).    1.    Nature of Grant.  In accepting this award of RSUs, you acknowledge, understand and   agree that:          (a)  the Plan is established voluntarily by the Company, it is discretionary in nature   and it may be modified, amended, suspended or terminated by the Company at any time, to the   extent permitted by the Plan;          (b)   the grant of the RSUs is voluntary and occasional and does not create any   contractual or other right to receive future awards of RSUs, or benefits in lieu of RSUs, even if  RSUs have been granted in the past;         (c)    all decisions with respect to future RSUs or other grants, if any, will be at the sole  discretion of the Company;         (d)    you are voluntarily participating in the Plan;         (e)    the RSUs and the Shares subject to the RSUs, and the income and value of same,  are not intended to replace any pension rights or compensation;         (f)    the RSUs and the Shares subject to the RSUs, and the income and value of same,  are not part of normal or expected compensation for purposes of calculating any severance,  resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service  awards, pension or retirement or welfare benefits or similar payments;         (g)    unless otherwise agreed with the Company, the RSUs and any Shares acquired  under the Plan, and the income and value of same, are not granted as consideration for, or in  connection with, any service you may provide as a director of the Company, or a Parent or  Subsidiary of the Company;         (h)    the future value of the underlying Shares is unknown, indeterminable and cannot  be predicted with certainty;         (i)    no claim or entitlement to compensation or damages shall arise from forfeiture of  the RSUs resulting from the termination of your Service (for any reason whatsoever whether or  not later found to be invalid or in breach of labor laws in the jurisdiction where you are providing  Service or the terms of your employment or service agreement, if any), and in consideration of  the grant of the RSUs to which you are otherwise not entitled, you irrevocably agree never to                                          1    





 






     institute any claim against the Company, the Employer (as defined below), or any other Parent or   Subsidiary of the Company, waive your ability, if any, to bring any such claim, and release the   Company, the Employer and its Parent or Subsidiaries from any such claim; if, notwithstanding   the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by   participating in the Plan, you shall be deemed irrevocably to have agreed not to pursue such   claim and agree to execute any and all documents necessary to request dismissal or withdrawal   of such claim; and          (j)  the following provisions apply only if you are providing Service outside the  United States:               (i)    the RSUs and the Shares subject to the RSUs, and the income and value of        same, are not part of normal or expected compensation or salary for any purpose; and               (ii)   neither the Company, the Employer nor any Parent or Subsidiary of the        Company shall be liable for any foreign exchange rate fluctuation between your local        currency and the United States Dollar that may affect the value of the RSUs or the        subsequent sale of any Shares acquired upon settlement.   2. Settlement.  Settlement of RSUs shall be made, in any case, on or before March 15 of the   calendar year following the calendar year of the applicable date of vesting under the vesting   schedule set forth in the Notice.  Settlement of RSUs shall be in Shares.  Settlement means the   delivery to you of the Shares vested under the RSUs.  Fractional Shares will not be issued.   3.     No Stockholder Rights.  Unless and until such time as Shares are issued in settlement of   vested RSUs, you shall have no ownership of the Shares allocated to the RSUs and shall have no   right to dividends or to vote such Shares.    4. Dividend Equivalents.  Dividend equivalents, if any, shall not be credited to you, except   as otherwise permitted by the Committee.    5. No Transfer.  RSUs may not be sold, assigned, transferred, pledged, hypothecated, or   otherwise disposed of in any manner other than by will or by the laws of descent or distribution   or court order or unless otherwise permitted by the Committee on a case-by-case basis.    6. Termination.  If your Service terminates for any reason, all unvested RSUs shall be   forfeited to the Company forthwith, and all rights you have to such RSUs shall immediately   terminate, without payment of any consideration to you.  For purposes of this award of RSUs,  your Service will be considered terminated as of the date you are no longer providing Service  (regardless of the reason for such termination and whether or not later found to be invalid or in   breach of labor laws in the jurisdiction where you are employed or the terms of your employment   or service agreement, if any) and will not be extended by any notice period mandated under local   employment laws (e.g., Service would not include a period of “garden leave” or similar period).    In case of any dispute as to whether your termination of Service has occurred, the Committee   shall have sole discretion to determine whether such termination has occurred (including whether   you may still be considered to be providing Services while on a leave of absence) and the   effective date of such termination.                                          2    





 






     7. Tax Consequences.  You acknowledge that there will be certain consequences with   regard to income tax, national or social insurance contributions, payroll tax, fringe benefits tax,  payment on account or other tax-related items (“Tax-Related Items”) upon settlement of the  RSUs or disposition of the Shares, if any, received in connection therewith, and you should  consult a tax adviser regarding your tax obligations prior to such settlement or disposition in the  jurisdiction where you are subject to tax.   8.     Responsibility for Taxes.  Regardless of any action the Company or, if different, your   actual employer (the “Employer”) takes with respect to any or all Tax-Related Items withholding   or required deductions, you acknowledge that the ultimate liability for all Tax-Related Items   legally due by you is and remains your responsibility and that the Company and/or the Employer   (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in   connection with any aspect of the award, including the grant, vesting or settlement of the RSUs,   the subsequent sale of Shares acquired pursuant to such settlement and the receipt of any   dividends; and (2) do not commit to structure the terms of the award or any aspect of the RSUs   to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result.    You acknowledge that if you are subject to Tax-Related Items in more than one jurisdiction, the   Company and/or the Employer may be required to withhold or account for Tax-Related Items in   more than one jurisdiction.    Prior to the settlement of your RSUs, you shall pay or make adequate arrangements satisfactory   to the Company and/or the Employer to satisfy all Tax-Related Items withholding and payment   on account obligations of the Company and/or the Employer.  In this regard, you authorize the   Company and/or the Employer, and their respective agents, to withhold taxes from the proceeds   of the sale of the Shares, through a mandatory sale arranged by the Company (on your behalf   pursuant to this authorization).    If any amount of Tax-Related Items that the Company or the Employer may be required to   withhold as a result of your participation in the Plan or the vesting and settlement of the RSUs   cannot be satisfied by the means previously described, then you authorize the Company and/or   the Employer, and their respective agents, at their discretion, to withhold all applicable   Tax-Related Items legally payable by you, if permissible under local law, from your wages or   other cash compensation paid to you by the Company and/or the Employer.  With the   Company’s consent, you may request alternative withholding arrangements, which may also   include, if permissible under local law, (a) withholding Shares that otherwise would be issued to   you upon settlement of the RSUs, provided that the Company only withholds the amount of   Shares necessary to satisfy the minimum statutory withholding amount, (b) having the Company   withhold taxes from the proceeds of the sale of the Shares through a voluntary sale arranged by   the Company, (c) your payment of a cash amount or (d) any other arrangement approved by the   Company; all under such rules as may be established by the Committee and in compliance with   the Company’s Insider Trading Policy and 10b5-1 Trading Plan Policy, if applicable; provided,   however, that if you are a Section 16 officer of the Company under the Exchange Act, then the   Committee (as constituted in accordance with Rule 16b-3 under the Exchange Act) shall   establish the method of withholding prior to the taxable or withholding event.  The Fair Market   Value of these Shares, determined as of the effective date when taxes otherwise would have been   withheld in cash, will be applied as a credit against the Tax-Related Items.                                          3    





 






     Depending on the withholding method, the Company may withhold or account for Tax-Related   Items by considering applicable minimum statutory withholding rates or other applicable  withholding rates, including maximum applicable rates, as determined in the sole discretion of  the Company or the Employer.  In any case, you will not receive a refund from the Company of  any over-withheld amount in cash and will have no entitlement to the Shares equivalent.  If the  obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, you are  deemed to have been issued the full number of Shares subject to the vested RSUs,  notwithstanding that a number of the Shares are held back solely for the purpose of paying the  Tax-Related Items.  You acknowledge that the Company has no obligation to deliver Shares to  you until you have satisfied the obligations in connection with the Tax-Related Items as  described in this Section.   9. Acknowledgement.  The Company and you agree that the RSUs are granted under and   governed by the Notice, this RSU Agreement and the provisions of the Plan.  You:    (i) acknowledge receipt of a copy of the Plan prospectus, (ii) represent that you have carefully   read and are familiar with the provisions in the grant documents, and (iii) hereby accept the   RSUs subject to all of the terms and conditions set forth in this RSU Agreement and those set  forth in the Notice.  You hereby agree to accept as binding, conclusive and final all decisions or  interpretations of the Committee upon any questions relating to the Plan, the Notice and this  RSU Agreement.   10.    Entire Agreement; Enforcement of Rights.  This RSU Agreement, the Plan and the   Notice constitute the entire agreement and understanding of the parties relating to the subject   matter herein and supersede all prior discussions between them.  Any prior agreements,   commitments or negotiations concerning the purchase of the Shares hereunder are superseded.    No modification of or amendment to this RSU Agreement, nor any waiver of any rights under   this RSU Agreement, shall be effective unless in writing and signed by the parties to this RSU   Agreement.  The failure by either party to enforce any rights under this RSU Agreement shall not  be construed as a waiver of any rights of such party.   11.    Compliance with Laws and Regulations.  The issuance of Shares will be subject to and   conditioned upon compliance by the Company and you with all applicable state, federal and  foreign laws and regulations and with all applicable requirements of any stock exchange or  automated quotation system on which the Company’s Common Stock may be listed or quoted at  the time of such issuance or transfer, which compliance the Company shall, in its absolute  discretion, deem necessary or advisable.  You understand that the Company is under no  obligation to register or qualify the Common Stock with any state, federal or foreign securities   commission or to seek approval or clearance from any governmental authority for the issuance or   sale of the Shares.  Further, you agree that the Company shall have unilateral authority to amend   the Plan and this RSU Agreement without your consent to the extent necessary to comply with   securities or other laws applicable to issuance of Shares.  Finally, the Shares issued pursuant to   this RSU Agreement shall be endorsed with appropriate legends, if any, determined by the   Company.    12.   No Advice Regarding Grant.  The Company is not providing any tax, legal or financial   advice, nor is the Company making any recommendations regarding your participation in the   Plan, or your acquisition or sale of the underlying Shares.  You are hereby advised to consult                                          4    





 






     with your own personal tax, legal and financial advisors regarding your participation in the Plan   before taking any action related to the Plan.    13. Governing Law; Venue.  This RSU Agreement, all acts and transactions pursuant hereto   and the rights and obligations of the parties hereto shall be governed, construed and interpreted  in accordance with the laws of the State of Delaware, without giving effect to principles of  conflicts of law.  For purposes of litigating any dispute that may arise directly or indirectly from   the Plan, the Notice and this RSU Agreement, the parties hereby submit and consent to litigation   in the exclusive jurisdiction of the State of California and agree that any such litigation shall be   conducted only in the courts of California in Santa Barbara County, California, or the federal  courts of the United States for the Southern District of California and no other courts.   14. Severability.  If one or more provisions of this RSU Agreement are held to be   unenforceable under applicable law, the parties agree to renegotiate such provision in good faith.    In the event that the parties cannot reach a mutually agreeable and enforceable replacement for   such provision, then (i) such provision shall be excluded from this RSU Agreement, (ii) the   balance of this RSU Agreement shall be interpreted as if such provision were so excluded and   (iii) the balance of this RSU Agreement shall be enforceable in accordance with its terms.    15.   No Rights as Employee, Director or Consultant.  Nothing in this RSU Agreement shall   affect in any manner whatsoever the right or power of the Company, or a Parent or Subsidiary of   the Company, to terminate your Service, for any reason, with or without Cause.    16.   Consent to Electronic Delivery and Acceptance of All Plan Documents and   Disclosures.  By your acceptance of this award of RSUs, you consent to the electronic delivery   of the Notice, this RSU Agreement, the Plan, account statements, Plan prospectuses required by   the SEC, U.S. financial reports of the Company, and all other documents that the Company is  required to deliver to its stockholders (including, without limitation, annual reports and proxy  statements) or other communications or information related to the RSUs.  Electronic delivery  may include the delivery of a link to a Company intranet or the internet site of a third party  involved in administering the Plan, the delivery of the document via e-mail or such other  delivery determined at the Company’s discretion.  You acknowledge that you may receive from  the Company a paper copy of any documents delivered electronically at no cost if you contact  the Company by telephone, through a postal service or electronic mail at  sonos-stockadmin@sonos.com.  You further acknowledge that you will be provided with a paper   copy of any documents delivered electronically if electronic delivery fails; similarly, you   understand that you must provide on request to the Company or any designated third party a   paper copy of any documents delivered electronically if electronic delivery fails.  You agree to   participate in the Plan through an on-line or electronic system established and maintained by the   Company or a third party designated by the Company.  Also, you understand that your consent   may be revoked or changed, including any change in the electronic mail address to which   documents are delivered (if you have provided an electronic mail address), at any time by   notifying the Company of such revised or revoked consent by telephone, postal service or   electronic mail at sonos-stockadmin@sonos.com.  Finally, you understand that you are not   required to consent to electronic delivery.                                           5    





 






     17.   Insider Trading Restrictions/Market Abuse Laws.  You acknowledge that, depending   on your country, you may be subject to insider trading restrictions and/or market abuse laws,  which may affect your ability to acquire or sell the Shares or rights to Shares under the Plan  during such times as you are considered to have “inside information” regarding the Company (as  defined by the laws in your country).  Any restrictions under these laws or regulations are  separate from and in addition to any restrictions that may be imposed under any applicable  Company insider trading policy.  You acknowledge that it is your responsibility to comply with  any applicable restrictions, and you are advised to speak to your personal advisor on this matter.   18. Language.  If you have received this RSU Agreement or any other document related to   the Plan translated into a language other than English and if the meaning of the translated version   is different than the English version, the English version will control.    19. International Supplement.  Notwithstanding any provisions in this RSU Agreement,   this award of RSUs shall be subject to the Supplement if you live or work outside the United   States, including any special terms and conditions set forth therein for your country.  Moreover,   if you relocate to a country other than the United States, then the Supplement, including the   special terms and conditions for such country will, apply to you to the extent the Company   determines that the application of such terms and conditions is necessary or advisable for legal or   administrative reasons.  The Supplement constitutes part of this RSU Agreement.    20.   Imposition of Other Requirements.  The Company reserves the right to impose other   requirements on your participation in the Plan, on the RSUs and on any Shares acquired under   the Plan, to the extent the Company determines it is necessary or advisable for legal or   administrative reasons, and to require you to sign any additional agreements or undertakings that   may be necessary to accomplish the foregoing.    21. Waiver.  You acknowledge that a waiver by the Company of breach of any provision of   this RSU Agreement shall not operate or be construed as a waiver of any other provision of this   RSU Agreement, or of any subsequent breach by you or any other Participant.    22.  Code Section 409A.  For purposes of this RSU Agreement, a termination of employment   will be determined consistent with the rules relating to a “separation from service” as defined in   Section 409A of the Code and the regulations thereunder (“Section 409A”).  Notwithstanding   anything else provided herein, to the extent any payments provided under this RSU Agreement   in connection with your termination of employment constitute deferred compensation subject to   Section 409A, and you are deemed at the time of such termination of employment to be a   “specified employee” under Section 409A, then such payment shall not be made or commence   until the earlier of (i) the expiration of the six-month period measured from your separation from   service from the Company or (ii) the date of your death following such a separation from service;   provided, however, that such deferral shall only be effected to the extent required to avoid   adverse tax treatment to you including, without limitation, the additional tax for which you   would otherwise be liable under Section 409A(a)(1)(B) in the absence of such a deferral.  To the   extent any payment under this RSU Agreement may be classified as a “short-term deferral”   within the meaning of Section 409A, such payment shall be deemed a short-term deferral, even if   it may also qualify for an exemption from Section 409A under another provision of                                          6    





 






     Section 409A.  Payments pursuant to this section are intended to constitute separate payments for   purposes of Section 1.409A-2(b)(2) of the Treasury Regulations.    23. Lock-Up Agreement.  In connection with the initial public offering of the Company’s   securities and upon request of the Company or the underwriters managing any underwritten   offering of the Company’s securities, you hereby agree not to sell, make any short sale of, loan,   grant any option for the purchase of, or otherwise dispose of any securities of the Company   however and whenever acquired (other than those included in the registration), except pursuant   to a transfer for no consideration in accordance with Section 5 above, without the prior written   consent of the Company or such underwriters, as the case may be, for such period of time (not to   exceed one hundred eighty (180) days) from the effective date of such registration as may be   requested by the Company or such managing underwriters and to execute an agreement   reflecting the foregoing as may be requested by the underwriters at the time of the public   offering; provided however that, if during the last seventeen (17) days of the restricted period the   Company issues an earnings release or material news or a material event relating to the Company   occurs, or prior to the expiration of the restricted period the Company announces that it will   release earnings results during the sixteen (16)-day period beginning on the last day of the   restricted period, then, upon the request of the managing underwriter, to the extent required by   any FINRA rules, the restrictions imposed by this Section shall continue to apply until the end of   the third trading day following the expiration of the fifteen (15)-day period beginning on the   issuance of the earnings release or the occurrence of the material news or material event.  In no   event will the restricted period extend beyond two hundred sixteen (216) days after the effective   date of the registration statement.    24.   Award Subject to Company Clawback or Recoupment.  To the extent permitted by   applicable law, the RSUs shall be subject to clawback or recoupment pursuant to any clawback  or recoupment policy adopted by the Board or required by law during the term of your  employment or other Service that is applicable to you.  In addition to any other remedies  available under such policy, applicable law may require the cancellation of your RSUs (whether  vested or unvested) and the recoupment of any gains realized with respect to your RSUs.         BY ACCEPTING THIS RESTRICTED STOCK UNIT AWARD, YOU AGREE TO   ALL OF THE TERMS AND CONDITIONS DESCRIBED ABOVE AND IN THE PLAN.                                                  7