1997 Stock Plan (as amended and restated as of January 25, 2005)



 Exhibit 10.4 
  
 RAMBUS INC. 
  
 1997 STOCK PLAN 
  
 Amended and restated effective as of January 25, 2005 
  
 1. Purposes of the Plan.    The purposes of this Stock Plan are: 
  

	 	·	 	to attract and retain the best available personnel for positions of substantial responsibility, 

  

	 	·	 	to provide additional incentive to Employees, Directors and Consultants, and 

  

	 	·	 	to promote the success of the Company’s business. 

  
 Options granted under the Plan may be Incentive Stock Options or Nonstatutory Stock Options, as determined by the Administrator at the time of grant.
Stock Purchase Rights and Restricted Stock Units may also be granted under the Plan. The Plan also provides for automatic grants of Nonstatutory Stock Options to Outside Directors. 
  
 2. Definitions.    As used herein, the following definitions shall apply: 
  
 (a) “Administrator” means the Board or any
of its Committees as shall be administering the Plan, in accordance with Section 4 of the Plan. 
  
 (b) “Applicable Laws” means the requirements relating to the administration of stock option plans under U. S. state
corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Common Stock is listed or quoted and the applicable laws of any foreign country or jurisdiction where Awards are, or will be,
granted under the Plan. 
  
 (c)
“Award” means an award of Options, Stock Purchase Rights or Restricted Stock Units pursuant to the terms of the Plan. 
  
 (d) “Board” means the Board of Directors of the Company. 
  
 (e) “Code” means the Internal Revenue Code of 1986, as amended. 
  
 (f) “Committee” means a committee of
Directors appointed by the Board in accordance with Section 4 of the Plan. 
  
 (g) “Common Stock” means the common stock of the Company. 
  
 (h) “Company” means Rambus Inc., a Delaware corporation. 
  
 (i) “Consultant” means any person,
including an advisor, engaged by the Company or a Parent or Subsidiary to render services to such entity. 
  
 (j) “Director” means a member of the Board. 
  
 (k) “Disability” means total and permanent disability as defined in
Section 22(e)(3) of the Code. 
  
 (l)
“Employee” means any person, including Officers and Directors, employed by the Company or any Parent or Subsidiary of the Company. A Service Provider shall not cease to be an Employee in the case of (i) any leave of absence
approved by the Company or (ii) transfers between locations of the Company or between the Company, its Parent, any Subsidiary, or any successor. For purposes of Incentive Stock Options, no such leave may exceed ninety days, unless reemployment
upon expiration of such leave is guaranteed by statute or contract. If reemployment upon expiration of a leave of absence approved by the Company is not so guaranteed, on the 181st day of such leave any Incentive Stock Option held by the Optionee
shall cease to be treated as an Incentive Stock Option and shall be treated for tax purposes as a Nonstatutory Stock Option. Neither service as a Director nor payment of a director’s fee by the Company shall be sufficient to constitute
“employment” by the Company. 
  
 (m)
“Exchange Act” means the Securities Exchange Act of 1934, as amended. 







 (n) “Fair Market Value” means, as of any date, the value of Common Stock
determined as follows: 
  
 (i) If the Common
Stock is listed on any established stock exchange or a national market system, including without limitation the Nasdaq National Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market, its Fair Market Value shall be the closing sales price
for such stock (or the closing bid, if no sales were reported) as quoted on such exchange or system for the last market trading day prior to the time of determination, as reported in The Wall Street Journal or such other source as the
Administrator deems reliable; 
  
 (ii) If the
Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, the Fair Market Value of a Share of Common Stock shall be the mean between the high bid and low asked prices for the Common Stock on the last
market trading day prior to the day of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable; or 
  
 (iii) In the absence of an established market for the Common Stock, the Fair Market Value shall be
determined in good faith by the Administrator. 
  
 (o) “Incentive Stock Option” means an Option intended to qualify as an incentive stock option within the meaning of Section 422 of the Code and the regulations promulgated thereunder. 
  
 (p) “Inside Director” means a Director who
is an Employee. The term Inside Director shall include the founders, Mike Farmwald and Mark Horowitz. 
  
 (q) “Nonstatutory Stock Option” means an Option not intended to qualify as an Incentive Stock Option. 
  
 (r) “Notice of Grant” means a written or
electronic notice evidencing certain terms and conditions of an individual Option or Stock Purchase Right grant. The Notice of Grant is part of the Option Agreement. 
  
 (s) “Officer” means a person who is an officer of the Company within the meaning of
Section 16 of the Exchange Act and the rules and regulations promulgated thereunder. 
  
 (t) “Option” means a stock option granted pursuant to the Plan. 
  
 (u) “Option Agreement” means an agreement
between the Company and an Optionee evidencing the terms and conditions of an individual Option grant. The Option Agreement is subject to the terms and conditions of the Plan. 
  
 (v) “Option Exchange Program” means a program whereby outstanding Options are surrendered
in exchange for Options with a lower exercise price. 
  
 (w) “Outside Director” means a Director who is not an Employee; provided, however, that such term shall not include the founders, Mike Farmwald and Mark Horowitz. 
  
 (x) “Optioned Stock” means the Common
Stock subject to an Option or Stock Purchase Right. 
  
 (y) “Optionee” means the holder of an outstanding Option or Stock Purchase Right granted under the Plan. 
  
 (z) “Parent” means a “parent corporation,” whether now or hereafter existing, as defined in Section 424(e)
of the Code. 
  
 (aa) “Plan”
means this 1997 Stock Plan. 
  
 (bb)
“Restricted Stock” means shares of Common Stock acquired pursuant to a grant of Stock Purchase Rights under Section 11 of the Plan. 
  
 (cc) “Restricted Stock Purchase Agreement” means a written agreement between the Company and the Optionee evidencing the
terms and restrictions applying to stock purchased under a Stock Purchase Right. The Restricted Stock Purchase Agreement is subject to the terms and conditions of the Plan and the Notice of Grant. 
  

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 (dd) “Restricted Stock Unit” means an unfunded and unsecured right to
receive Shares in the future that may be granted to a Service Provider pursuant to Section 12. 
  
 (ee) “Restricted Stock Unit Agreement” means a written agreement between the Company and a Service Provider evidencing
the terms and conditions of an individual Restricted Stock Unit grant or Award. 
  
 (ff) “Rule 16b-3” means Rule 16b-3 of the Exchange Act or any successor to Rule 16b-3, as in effect when discretion is
being exercised with respect to the Plan. 
  
 (gg) “Section 16(b)” means Section 16(b) of the Exchange Act. 
  
 (hh) “Service Provider” means an Employee, Director or Consultant. 
  
 (ii) “Share” means a share of the Common
Stock, as adjusted in accordance with Section 15 of the Plan. 
  
 (jj) “Stock Purchase Right” means the right to purchase Common Stock pursuant to Section 11 of the Plan, as evidenced by a Notice of Grant. 
  
 (kk) “Subsidiary” means a “subsidiary
corporation”, whether now or hereafter existing, as defined in Section 424(f) of the Code. 
  
 3. Stock Subject to the Plan.    Subject to the provisions of Section 15 of the Plan, the
maximum aggregate number of Shares which may be optioned and sold under the Plan is 4,000,000 Shares, plus an annual increase as of the last day of each of the Company’s immediately preceding fiscal years during the term of the Plan equal to
the lesser of (i) the number of Shares needed to restore the maximum aggregate number of Shares which may be optioned and sold under the Plan to 4,000,000 Shares, (ii) four percent (4%) of the outstanding Shares on such date, or
(iii) a lesser amount determined by the Board. The Shares may be authorized, but unissued, or reacquired Common Stock. 
  
 If an Option or Stock Purchase Right expires or becomes unexercisable without having been exercised in full, or is surrendered pursuant to an Option
Exchange Program, the unpurchased Shares which were subject thereto shall become available for future grant or sale under the Plan (unless the Plan has terminated); provided, however, that Shares that have actually been issued under the Plan,
whether upon exercise of an Option or Right, shall not be returned to the Plan and shall not become available for future distribution under the Plan, except that if Shares of Restricted Stock are repurchased by the Company at their original purchase
price, such Shares shall become available for future grant under the Plan. 
  
 4. Administration of the Plan. 
  
 (a) Procedure. 
  
 (i) Multiple Administrative Bodies.    The Plan may be administered by different Committees with respect to
different groups of Service Providers. 
  
 (ii)
Section 162(m).    To the extent that the Administrator determines it to be desirable to qualify Options granted hereunder as “performance-based compensation” within the meaning of
Section 162(m) of the Code, the Plan shall be administered by a Committee of two or more “outside directors” within the meaning of Section 162(m) of the Code. 
  
 (iii) Rule 16b-3.    To the
extent desirable to qualify transactions hereunder as exempt under Rule 16b-3, the transactions contemplated hereunder shall be structured to satisfy the requirements for exemption under Rule 16b-3. 
  
 (iv) Grants to Outside
Directors.    All grants of Options to Outside Directors made pursuant to Section 14 of the Plan shall be automatic and nondiscretionary. 
  
 (v) Other Administration.    Other than as provided above, the Plan shall be
administered by (A) the Board or (B) a Committee, which committee shall be constituted to satisfy Applicable Laws. 
  

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 (b) Powers of the Administrator.    Subject to
the provisions of the Plan, and in the case of a Committee, subject to the specific duties delegated by the Board to such Committee, the Administrator shall have the authority, in its discretion: 
  
 (i) to determine the Fair Market Value; 
  
 (ii) to select the Service Providers to whom Awards may be
granted hereunder; 
  
 (iii) to determine the
number of shares of Common Stock to be covered by each Award granted hereunder; 
  
 (iv) to approve forms of agreement for use under the Plan; 
  
 (v) to determine the 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 Options or Stock Purchase Rights may be exercised (which may be based on performance criteria), the time or times when Restricted Stock
Units may be converted to Shares, any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation regarding any Award or the Shares relating thereto, based in each case on such factors as the Administrator, in its
sole discretion, shall determine; 
  
 (vi) to
reduce the exercise price of any Option or Stock Purchase Right to the then current Fair Market Value, or to adjust the number of Shares subject to a Restricted Stock Unit, if the Fair Market Value of the Common Stock shall have declined since the
date the Award was granted; 
  
 (vii) to
institute an Option Exchange Program; 
  
 (viii)
to construe and interpret the terms of the Plan and Awards granted pursuant to the Plan; 
  
 (ix) to prescribe, amend and rescind rules and regulations relating to the Plan, including rules and regulations relating to sub-plans
established for the purpose of qualifying for preferred tax treatment under foreign tax laws; 
  
 (x) to modify or amend each Award (subject to Section 17(c) of the Plan), including the discretionary authority to extend the
post-termination exercisability period of Options longer than is otherwise provided for in the Plan; 
  
 (xi) to allow Optionees to satisfy withholding tax obligations by electing to have the Company withhold from the Shares to be issued upon
exercise of an Option or Stock Purchase Right that number of Shares having a Fair Market Value equal to the amount required to be withheld. The Fair Market Value of the Shares to be withheld shall be determined on the date that the amount of tax to
be withheld is to be determined. All elections by an Optionee to have Shares withheld for this purpose shall be made in such form and under such conditions as the Administrator may deem necessary or advisable; 
  
 (xii) to authorize any person to execute on behalf of the
Company any instrument required to effect the grant of an Option or Stock Purchase Right previously granted by the Administrator; 
  
 (xiii) to make all other determinations deemed necessary or advisable for administering the Plan. 
  
 (c)
Effect of Administrator’s Decision.    The Administrator’s decisions, determinations and interpretations shall be final and binding on all Optionees and any other holders of Awards. 
  
 5. Eligibility.    Nonstatutory Stock Options,
Stock Purchase Rights and Restricted Stock Units may be granted to Service Providers. Incentive Stock Options may be granted only to Employees. 
  
 6. Limitations. 
  
 (a) Each Option shall be designated in the Option Agreement as either an Incentive Stock Option or a Nonstatutory Stock Option. However,
notwithstanding such designation, to the extent that the aggregate Fair 

  

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Market Value of the Shares with respect to which Incentive Stock Options are exercisable for the first time by the Optionee during any calendar year (under
all plans of the Company and any Parent or Subsidiary) exceeds $100,000, such Options shall be treated as Nonstatutory Stock Options. For purposes of this Section 6(a), Incentive Stock Options shall be taken into account in the order in which
they were granted. The Fair Market Value of the Shares shall be determined as of the time the Option with respect to such Shares is granted. 
  
 (b) Neither the Plan nor any Award shall confer upon an Optionee any right with respect to continuing the Optionee’s relationship as
a Service Provider with the Company, nor shall they interfere in any way with the Optionee’s right or the Company’s right to terminate such relationship at any time, with or without cause. 
  
 (c) The following limitations shall apply to grants of
Options: 
  
 (i) No Service Provider shall be
granted, in any fiscal year of the Company, Options to purchase more than 1,000,000 Shares. 
  
 (ii) In connection with his or her initial service, a Service Provider may be granted Options to purchase up to an additional 1,000,000
Shares, which shall not count against the limit, set forth in subsection (i) above. 
  
 (iii) The foregoing limitations shall be adjusted proportionately in connection with any change in the Company’s capitalization as
described in Section 15. 
  
 (iv) If
an Option is canceled in the same fiscal year of the Company in which it was granted (other than in connection with a transaction described in Section 15), the canceled Option will be counted against the limits set forth in
subsections (i) and (ii) above. For this purpose, if the exercise price of an Option is reduced, the transaction will be treated as a cancellation of the Option and the grant of a new Option. 
  
 7. Term of Plan.    Subject to
Section 21 of the Plan, the Plan shall become effective upon its adoption by the Board. It shall continue in effect for a term of ten (10) years unless terminated earlier under Section 17 of the Plan. 
  
 8. Term of Option.    The term of each Option
shall be stated in the Option Agreement. In the case of an Incentive Stock Option, the term shall be ten (10) years from the date of grant or such shorter term as may be provided in the Option Agreement. Moreover, in the case of an Incentive
Stock Option granted to an Optionee who, at the time the Incentive Stock Option is granted, owns stock representing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or any Parent or
Subsidiary, the term of the Incentive Stock Option shall be five (5) years from the date of grant or such shorter term as may be provided in the Option Agreement. 
  
 9. Option Exercise Price and Consideration. 
  
 (a) Exercise Price.    The per share exercise price for the Shares to be issued
pursuant to exercise of an Option shall be determined by the Administrator, subject to the following: 
  
 (i) In the case of an Incentive Stock Option 
  
 (A) granted to an Employee who, at the time the Incentive Stock Option is granted, owns stock representing more than ten percent
(10%) of the voting power of all classes of stock of the Company or any Parent or Subsidiary, the per Share exercise price shall be no less than 110% of the Fair Market Value per Share on the date of grant. 
  
 (B) granted to any Employee other than an Employee
described in paragraph (A) immediately above, the per Share exercise price shall be no less than 100% of the Fair Market Value per Share on the date of grant. 
  

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 (ii) In the case of a Nonstatutory Stock Option, the per Share exercise price shall be
determined by the Administrator. In the case of a Nonstatutory Stock Option intended to qualify as “performance-based compensation” within the meaning of Section 162(m) of the Code, the per Share exercise price shall be no less
than 100% of the Fair Market Value per Share on the date of grant. 
  
 (iii) Notwithstanding the foregoing, Options may be granted with a per Share exercise price of less than 100% of the Fair Market Value per Share on the date of grant pursuant to a merger or other corporate
transaction. 
  
 (b) Waiting Period and
Exercise Dates.    At the time an Option is granted, the Administrator shall fix the period within which the Option may be exercised and shall determine any conditions which must be satisfied before the Option may be
exercised. 
  
 (c) Form of
Consideration.    The Administrator shall determine the acceptable form of consideration for exercising an Option, including the method of payment. In the case of an Incentive Stock Option, the Administrator shall determine
the acceptable form of consideration at the time of grant. Such consideration may consist entirely of: 
  
 (i) cash; 
  
 (ii) check; 
  
 (iii) promissory note; 
  
 (iv) other Shares which (A) in the case of Shares acquired upon exercise of an option, have been owned by the Optionee for more than
six months on the date of surrender, and (B) have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which said Option shall be exercised; 
  
 (v) consideration received by the Company under a cashless
exercise program implemented by the Company in connection with the Plan; 
  
 (vi) a reduction in the amount of any Company liability to the Optionee, including any liability attributable to the Optionee’s participation in any Company-sponsored deferred compensation program or arrangement;

  
 (vii) any combination of the foregoing
methods of payment; or 
  
 (viii) such other
consideration and method of payment for the issuance of Shares to the extent permitted by Applicable Laws. 
  
 10. Exercise of Option. 
  
 (a) Procedure for Exercise; Rights as a Stockholder.    Any Option granted hereunder shall be
exercisable according to the terms of the Plan and at such times and under such conditions as determined by the Administrator and set forth in the Option Agreement. Unless the Administrator provides otherwise, vesting of Options granted hereunder
shall be tolled during any unpaid leave of absence. An Option may not be exercised for a fraction of a Share. 
  
 An Option shall be deemed exercised when the Company receives: (i) written or electronic notice of exercise (in accordance with the
Option Agreement) from the person entitled to exercise the Option, and (ii) full payment for the Shares with respect to which the Option is exercised. Full payment may consist of any consideration and method of payment authorized by the
Administrator and permitted by the Option Agreement and the Plan. Shares issued upon exercise of an Option shall be issued in the name of the Optionee or, if requested by the Optionee, in the name of the Optionee and his or her spouse. 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 shall exist with respect to the
Optioned Stock, notwithstanding the 

  

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exercise of the Option. The Company shall 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 15 of the Plan. 
  
 Exercising an Option in any manner shall 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. 
  
 (b) Termination of Relationship as a Service Provider.    If an Optionee ceases to be a Service Provider,
other than upon the Optionee’s death or Disability, the Optionee may exercise his or her Option within such period of time as is specified in the Option Agreement to the extent that the Option is vested on the date of termination (but in no
event later than the expiration of the term of such Option as set forth in the Option Agreement). In the absence of a specified time in the Option Agreement, the Option shall remain exercisable for three (3) months following the Optionee’s
termination. If, on the date of termination, the Optionee is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option shall revert to the Plan. If, after termination, the Optionee does not exercise his or
her Option within the time specified by the Administrator, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan. 
  
 (c) Disability of Optionee.    If an Optionee ceases to be a Service Provider as a result of the
Optionee’s Disability, the Optionee may exercise his or her Option within such period of time as is specified in the Option Agreement to the extent the Option is vested on the date of termination (but in no event later than the expiration of
the term of such Option as set forth in the Option Agreement). In the absence of a specified time in the Option Agreement, the Option shall remain exercisable for twelve (12) months following the Optionee’s termination. If, on the date of
termination, the Optionee is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option shall revert to the Plan. If, after termination, the Optionee does not exercise his or her Option within the time
specified herein, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan. 
  
 (d) Death of Optionee.    If an Optionee dies while a Service Provider, the Option may be exercised
within such period of time as is specified in the Option Agreement (but in no event later than the expiration of the term of such Option as set forth in the Notice of Grant), by the Optionee’s estate or by a person who acquires the right to
exercise the Option by bequest or inheritance, but only to the extent that the Option is vested on the date of death. In the absence of a specified time in the Option Agreement, the Option shall remain exercisable for twelve (12) months
following the Optionee’s termination. If, at the time of death, the Optionee is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option shall immediately revert to the Plan. The Option may be
exercised by the executor or administrator of the Optionee’s estate or, if none, by the person(s) entitled to exercise the Option under the Optionee’s will or the laws of descent or distribution. If the Option is not so exercised within
the time specified herein, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan. 
  
 (e) Buyout Provisions.    The Administrator may at any time offer to buy out for a payment in cash or Shares an
Option previously granted based on such terms and conditions as the Administrator shall establish and communicate to the Optionee at the time that such offer is made. 
  
 11. Stock Purchase Rights. 
  

(a) Rights to Purchase.    Stock Purchase Rights may be issued either alone, in addition to, or in tandem
with other Awards granted under the Plan and/or cash awards made outside of the Plan. After the Administrator determines that it will offer Stock Purchase Rights under the Plan, it shall advise the offeree in writing or electronically, by means of a
Notice of Grant, of the terms, conditions and restrictions related to the offer, including the number of Shares that the offeree shall be entitled to purchase, the price to be paid, and the time within which the offeree must accept such offer. The
offer shall be accepted by execution of a Restricted Stock Purchase Agreement in the form determined by the Administrator. 
  

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 (b) Repurchase Option.    Unless the Administrator determines
otherwise, the Restricted Stock Purchase Agreement shall grant the Company a repurchase option exercisable upon the voluntary or involuntary termination of the purchaser’s service with the Company for any reason (including death or Disability).
The purchase price for Shares repurchased pursuant to the Restricted Stock Purchase Agreement shall be the original price paid by the purchaser and may be paid by cancellation of any indebtedness of the purchaser to the Company. The repurchase
option shall lapse at a rate determined by the Administrator. 
  
 (c) Other Provisions.    The Restricted Stock Purchase Agreement shall contain such other terms, provisions and conditions not inconsistent with the Plan as may be determined by the
Administrator in its sole discretion. 
  
 (d)
Rights as a Stockholder.    Once the Stock Purchase Right is exercised, the purchaser shall have the rights equivalent to those of a stockholder, and shall be a stockholder when his or her purchase is entered upon the
records of the duly authorized transfer agent of the Company. No adjustment will be made for a dividend or other right for which the record date is prior to the date the Stock Purchase Right is exercised, except as provided in Section 15
of the Plan. 
  
 12. Restricted Stock Units. 
  
 (a) Award of Restricted Stock
Units.    Restricted Stock Units may be awarded to Service Providers either alone, in addition to, or in tandem with other Awards granted under the Plan and/or cash awards made outside of the Plan. An Award of Restricted
Stock Units shall be made pursuant to a Restricted Stock Unit Agreement in such form as is determined by the Administrator. 
  
 (b) Bookkeeping Account; Nontransferability.    The number of Restricted Stock Units awarded pursuant to
Section 12(a) to each Service Provider shall be credited to a bookkeeping account established in the name of the Service Provider at such time or times as specified in the Service Provider’s Restricted Stock Unit Agreement. The
Company’s obligation with respect to such Restricted Stock Units shall not be funded or secured in any manner. A Service Provider’s right to receive Restricted Stock Units may not be assigned or transferred, voluntarily or involuntarily,
except as expressly provided herein. 
  
 (c)
Dividends.    If the Company pays a cash dividend with respect to the Shares at any time while Restricted Stock Units are credited to a Service Provider’s account, there shall be credited to the Service
Provider’s account additional Restricted Stock Units equal to (i) the dollar amount of the cash dividend the Service Provider would have received had he or she been the actual owner of the Shares to which the Restricted Stock Units then
credited to the Service Provider’s account relate, divided by (ii) the Fair Market Value of one Share on the dividend payment date. The Company will pay the Service Provider a cash payment in lieu of fractional Restricted Stock Units on
the date of such dividend payment. 
  
 (d)
Conversion.    The Company shall deliver to the Service Provider (or his or her designated beneficiary or estate) a number of Shares equal to the whole number of Restricted Stock Units then credited to the Service
Provider’s account, at such time or times as specified in the Service Provider’s Restricted Stock Unit Agreement, or as otherwise provided herein. 
  
 (e) Stockholder Rights.    A Service Provider (or his or her designated beneficiary or estate) shall not be
entitled to any voting or other stockholder rights as a result of the credit of Restricted Stock Units to the Service Provider’s account, until certificates representing Shares are delivered to the Service Provider (or his or her designated
beneficiary or estate) upon conversion of the Service Provider’s Restricted Stock Units pursuant to Section 12(d). 
  
 13. Non-Transferability of Awards.    Unless determined otherwise by the Administrator, 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 and may be exercised, during the lifetime of the Optionee, only by the Optionee. If the Administrator makes an
Award transferable, such Award shall contain such additional terms and conditions as the Administrator deems appropriate. 
  

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 14. Automatic Option Grants to Outside Directors. 
  
 (a) First Option.    Each Outside
Director who becomes an Outside Director after the effective date of this Plan shall be automatically granted a Nonstatutory Stock Option to purchase 40,000 Shares (the “First Option”) on the date on which such person first becomes an
Outside Director, whether through election by the stockholders of the Company or appointment by the Board to fill a vacancy; provided, however, that an Inside Director who ceases to be an Inside Director but who remains a Director shall not receive
a First Option. 
  
 (b) Subsequent
Option.    Each Outside Director shall be automatically granted a Nonstatutory Stock Option to purchase 20,000 Shares (a “Subsequent Option”) on October 1 of each year; provided that he or she is then an
Outside Director and, provided further, that as of such date, he or she shall have served on the Board for at least the preceding six (6) months. 
  

(c) Terms of Options.    The terms of First Options and Subsequent Options granted hereunder shall be as
follows: 
  
 (i) the term of each Option shall be
ten (10) years. 
  
 (ii) the exercise price
per Share shall be 100% of the Fair Market Value per Share on the date of grant. In the event that the date of grant is not a trading day, the exercise price per Share shall be the Fair Market Value on the next trading day immediately following the
date of grant. 
  
 (iii) 12.5% of the Shares
subject to the Option shall vest six months after the date of grant, and 1/48 of the Shares subject to the Option shall vest each month thereafter so that 100% of the Shares subject to the Option shall be vested four (4) years from the grant
date, subject to the Optionee remaining a Service Provider as of such vesting dates. 
  
 15. Adjustments Upon Changes in Capitalization, Dissolution, Merger or Asset Sale. 
  
 (a) Changes in Capitalization.    Subject to any required action by the stockholders of the Company, the number
of shares of Common Stock covered by each outstanding Award, the number of Restricted Stock Units credited to a Service Provider’s account under Section 12(b) and the number of shares of Common Stock which have been authorized for
issuance under the Plan but as to which no Awards have yet been granted or which have been returned to the Plan upon cancellation or expiration of an Award, as well as the price per share of Common Stock covered by each such outstanding Award, shall
be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Common Stock, or any other increase or
decrease in the number of issued shares of Common Stock effected without receipt of consideration by the Company; provided, however, that conversion of any convertible securities of the Company shall not be deemed to have been “effected without
receipt of consideration.” Such adjustment shall be made by the Board, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock of any class,
or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to an Award. 
  
 (b) Dissolution or
Liquidation.    In the event of the proposed dissolution or liquidation of the Company, the Administrator shall notify each Optionee as soon as practicable prior to the effective date of such proposed transaction. The
Administrator in its discretion may provide: (i) for an Optionee to have the right to exercise his or her Option until ten (10) days prior to such transaction as to all of the Optioned Stock covered thereby, including Shares as to which
the Option would not otherwise be exercisable; (ii) that any Company repurchase option applicable to any Shares purchased upon exercise of an Option or Stock Purchase Right shall lapse as to all such Shares, provided the proposed dissolution or
liquidation takes place at the time and in the manner contemplated; and (iii) that any Restricted Stock Units credited to a Service Provider’s account under Section 12(b) shall convert into Shares (as provided in
Section 12(d)) immediately prior to the consummation of any such dissolution or liquidation. To the extent it has not been previously exercised, an Award will terminate immediately prior to the consummation of such proposed action.

  

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 (c) Merger or Asset Sale.    In the event of a merger of the
Company with or into another corporation, or the sale of substantially all of the assets of the Company (a “Merger”), each outstanding Award shall be assumed or an equivalent award substituted by the successor corporation or a Parent or
Subsidiary of the successor corporation (the “Successor Corporation”). 
  
 Following such assumption or substitution in connection with a Merger, if the Optionee’s status as an Employee or employee of the
Successor Corporation, as applicable, is terminated by the Successor Corporation as a result of an Involuntary Termination (as defined below) other than for Cause (as defined below) within twelve months following a Merger, then (i) the Optionee
shall fully vest in and have the right to exercise Optionee’s Option or Stock Purchase Right as to all of the Optioned Stock, including Shares as to which Optionee would not otherwise be vested or exercisable; and (ii) Restricted Stock
Units credited to a Service Provider’s account under Section 12(b) shall convert into Shares (as provided in Section 12(d)) on the date of such termination. Thereafter, the Award shall remain exercisable in accordance with
Sections 10(b) through (d) and Section 12 above. 
  
 For purposes of this Section, any of the following events shall constitute an “Involuntary Termination”: (i) without the Employee’s express written consent, a significant reduction of the
Employee’s duties, authority or responsibilities, relative to the Employee’s duties, authority or responsibilities as in effect immediately prior to the Merger, or the assignment to Employee of such reduced duties, authority or
responsibilities; (ii) without the Employee’s express written consent, a substantial reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately
prior to the Merger; (iii) a reduction by the Successor Corporation in the base salary of the Employee as in effect immediately prior to the Merger; (iv) a material reduction by the Successor Corporation in the kind or level of employee
benefits, including bonuses, to which the Employee was entitled immediately prior to the Merger with the result that the Employee’s overall benefits package is significantly reduced; (v) the relocation of the Employee to a facility or a
location more than fifty (50) miles from the Employee’s then present location, without the Employee’s express written consent; (vi) any purported termination of the Employee by the Corporation which is not effected for Disability
or for Cause, or any purported termination for which the grounds relied upon are not valid; (vii) or any act or set of facts or circumstances which would, under California case law or statute constitute a constructive termination of the
Employee. 
  
 For purposes of this Section,
“Cause” shall mean (i) any act of personal dishonesty taken by the Employee in connection with his responsibilities as an employee and intended to result in substantial personal enrichment of the Employee, (ii) the conviction of
a felony, (iii) a willful act by the Employee which constitutes gross misconduct and which is injurious to the Successor Corporation, and (iv) following delivery to the Employee of a written demand for performance from the Successor
Corporation which describes the basis for the Successor Corporation’s belief that the Employee has not substantially performed his duties, continued violations by the Employee of the Employee’s obligations to the Successor which are
demonstrably willful and deliberate on the Employee’s part. 
  
 In the event that the Successor Corporation refuses to assume or substitute for the Award, then: (i) the Optionee shall fully vest in and have the right to exercise the Option or Stock Purchase Right as to all of
the Optioned Stock, including Shares as to which Optionee would not otherwise be vested or exercisable; and (ii) Restricted Stock Units credited to a Service Provider’s account under Section 12(b) shall convert into Shares (as
provided in Section 12(d)) immediately prior to the merger or sale of assets. If an Option or Stock Purchase Right becomes fully vested and exercisable in lieu of assumption or substitution in the event of a merger or sale of assets, the
Administrator shall notify the Optionee in writing or electronically that the Option or Stock Purchase Right shall be fully vested and exercisable for a period of fifteen (15) days from the date of such notice, and the Option or Stock Purchase
Right shall terminate upon the expiration of such period. If a Restricted Stock Unit converts to Shares in such event, the Administrator shall notify the Optionee at least fifteen (15) days prior to the consummation of the proposed transaction.
For the purposes of this paragraph, an Award shall be considered assumed if, following the merger or sale of assets, the award confers the right to purchase or 

  

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receive, for each Share of Optioned Stock subject to the Option or Stock Purchase Right or for each Restricted Stock Unit, immediately prior to the merger or
sale of assets, the consideration (whether stock, cash, or other securities or property) received in the merger or sale of assets by holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a
choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration received in the merger or sale of assets is not solely common stock of the Successor
Corporation or its Parent, the Administrator may, with the consent of the Successor Corporation, provide for the consideration to be received upon the exercise of the Option or Stock Purchase Right, for each Share of Optioned Stock subject to the
Option or Stock Purchase Right, or upon conversion of each Restricted Stock Unit, to be solely common stock of the Successor Corporation or its Parent equal in fair market value to the per share consideration received by holders of Common Stock in
the merger or sale of assets. 
  
 16. Date of
Grant.    The date of grant of an Award shall be, for all purposes, the date on which the Administrator makes the determination granting such Award, or such other later date as is determined by the Administrator. Notice of
the determination shall be provided to each Optionee within a reasonable time after the date of such grant. 
  
 17. Amendment and Termination of the Plan. 
  
 (a) Amendment and Termination.    The Board may at any time amend, alter, suspend
or terminate the Plan. 
  
 (b) Stockholder
Approval.    The Company shall obtain stockholder approval of any Plan amendment to the extent necessary and desirable to comply with Applicable Laws. 
  
 (c) Effect of Amendment or Termination.    No amendment,
alteration, suspension or termination of the Plan shall impair the rights of the holder of any Award, unless mutually agreed otherwise between the holder of such Award and the Administrator, which agreement must be in writing and signed by the
holder of such Award and the Company. Termination of the Plan shall not affect the Administrator’s ability to exercise the powers granted to it hereunder with respect to Awards granted under the Plan prior to the date of such termination.

  
 18.
Conditions Upon Issuance of Shares. 
  
 (a) Legal Compliance.    Shares shall not be issued pursuant to the exercise of an Award unless the exercise or conversion of such Award and the issuance and delivery of such Shares shall
comply with Applicable Laws and shall be further subject to the approval of counsel for the Company with respect to such compliance. 
  
 (b) Investment Representations.    As a condition to the exercise or conversion of an Award, the Company may
require the person exercising or converting such Award to represent and warrant at the time of any such exercise or conversion that the Shares are being purchased only for investment and without any present intention to sell or distribute such
Shares if, in the opinion of counsel for the Company, such a representation is required. 
  
 19. Inability to Obtain Authority.    The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel
to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained. 

 
 20. Reservation of Shares.    The
Company, during the term of this Plan, will at all times reserve and keep available such number of Shares as shall be sufficient to satisfy the requirements of the Plan. 
  
 21. Stockholder Approval.    The Plan shall be subject to approval by the stockholders of the
Company within twelve (12) months after the date the Plan is adopted. Such stockholder approval shall be obtained in the manner and to the degree required under Applicable Laws. 
  

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