EX-4.5



 Exhibit 4.5 

RETAILMENOT, INC. GIFTCARDZEN 

EQUITY INCENTIVE PLAN 

Adopted on April 5, 2016 

1. Establishment and Purpose of the Plan. The RetailMeNot, Inc. GiftcardZen Equity Incentive Plan constitutes an amendment, restatement
and renaming of the GiftcardZen Inc 2012 Equity Incentive Plan, which was initially adopted by GiftcardZen Inc on September 4, 2012, assumed by the Company following its acquisition of GiftcardZen Inc and amended and restated by the Board as of
April 28, 2016. The Plan is established to utilize all unissued shares of GiftcardZen Inc. common stock reserved for issuance under the GiftcardZen Inc 2012 Equity Incentive Plan as of the Effective Time (as adjusted for issuance under the
Plan). The purposes of this 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. 

 The Plan permits the grant of
Incentive Stock Options, Nonstatutory Stock Options, Stock Appreciation Rights, Restricted Stock and Restricted Stock Unit Awards. 
 2.
Definitions. As used herein, the following definitions will apply: 
 (a) “Applicable Laws” means the requirements
relating to the administration of equity-based awards 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. 
 (b) “Award” means,
individually or collectively, a grant under the Plan of Options, Stock Appreciation Rights, Restricted Stock, or Restricted Stock Unit Awards. 

(c) “Award Agreement” means the written or electronic agreement setting forth the terms and provisions applicable to each
Award granted under the Plan. The Award Agreement is subject to the terms and conditions of the Plan. 
 (d) “Board” means
the Board of Directors of the Company. 
 (e) “Cashless Exercise” means a Cashless Exercise as defined in Section
Section 6(e)(iv)(1). 
 (f) “Cause” means, unless such term or an equivalent term is otherwise defined by the
applicable Award Agreement or other written agreement between a Participant and a Participating Company applicable to an Award, any of the following: (i) the Participant’s theft, dishonesty, willful misconduct, breach of fiduciary duty for
personal profit, or falsification of 

  
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any Participating Company documents or records; (ii) the Participant’s material failure to abide by a Participating Company’s code of conduct or other policies (including, without
limitation, policies relating to confidentiality and reasonable workplace conduct); (iii) the Participant’s unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity of a
Participating Company (including, without limitation, the Participant’s improper use or disclosure of a Participating Company’s confidential or proprietary information); (iv) any intentional act by the Participant which has a material
detrimental effect on a Participating Company’s reputation or business; (v) the Participant’s repeated failure to perform any reasonable assigned duties after written notice from a Participating Company of, and a reasonable opportunity to
cure, such failure; (vi) any material breach by the Participant of any employment, service, non-disclosure, non-competition, non-solicitation or other similar agreement between the Participant and a Participating Company, which breach is not cured
pursuant to the terms of such agreement; or (vii) the Participant’s conviction (including any plea of guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation or moral turpitude, or which impairs the
Participant’s ability to perform his or her duties with a Participating Company. 
 (g) “Change in Control” means,
unless such term or an equivalent term is otherwise defined by the applicable Award Agreement or other written agreement between the Participant and a Participating Company applicable to an Award, the occurrence of any one or a combination of the
following: 
 (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the
“beneficial owner” (as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the total Fair Market Value or total combined voting
power of the Company’s then outstanding securities entitled to vote generally in the election of Directors; provided, however, that a Change in Control shall not be deemed to have occurred if such degree of beneficial ownership results from any
of the following: (A) an acquisition by any person who on the effective date of the RetailMeNot, Inc. 2013 Equity Incentive Plan is the beneficial owner of more than fifty percent (50%) of such voting power, (B) any acquisition directly from the
Company, including, without limitation, pursuant to or in connection with a public offering of securities, (C) any acquisition by the Company, (D) any acquisition by a trustee or other fiduciary under an employee benefit plan of a Participating
Company or (E) any acquisition by an entity owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of the voting securities of the Company; or 

(ii) an Ownership Change Event or series of related Ownership Change Events (collectively, a “Transaction”) in which the
stockholders of the Company immediately before the Transaction do not retain immediately after the Transaction direct or indirect beneficial ownership of more than fifty percent (50%) of the total combined voting power of the outstanding securities
entitled to vote generally in the election of Directors or, in the case of an Ownership Change Event described in Section 2(dd)(iii), the entity to which the assets of the Company were transferred (the “Transferee”), as the case may
be; or 
 (iii) a date specified by the Committee following approval by the stockholders of a plan of complete liquidation or dissolution
of the Company; provided, however, that a Change in Control shall be deemed not to include a transaction described in subsections (i) or (ii) of this Section 2(f) in which a majority of the members of the board of directors of the


  
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continuing, surviving or successor entity, or parent thereof, immediately after such transaction is comprised of Incumbent Directors. For purposes of the preceding sentence, indirect
beneficial ownership shall include, without limitation, an interest resulting from ownership of the voting securities of one or more corporations or other business entities which own the Company or the Transferee, as the case may be, either directly
or through one or more subsidiary corporations or other business entities. The Committee shall determine whether multiple events described in subsections (i), (ii) and (iii) of this Section 2(f) are related and to be treated in the aggregate as
a single Change in Control, and its determination shall be final, binding and conclusive. 
 Further and for the avoidance of doubt, a
transaction will not constitute a Change in Control if: (1) its sole purpose is to change the jurisdiction of the Company’s incorporation, or (2) its sole purpose is to create a holding company that will be owned in substantially the same
proportions by the persons who held the Company’s securities immediately before such transaction. 
 (h) “Code” means
the Internal Revenue Code of 1986, as amended. Any reference to a section of the Code herein will be a reference to any successor or amended section of the Code. 

(i) “Committee” means the Compensation Committee and such other committee or subcommittee of the Board, if any, duly
appointed to administer the Plan and having such powers in each instance as shall be specified by the Board. If, at any time, there is no committee of the Board then authorized or properly constituted to administer the Plan, the Board shall
exercise all of the powers of the Committee granted herein, and, in any event, the Board may in its discretion exercise any or all of such powers. 

(j) “Common Stock” means the common stock of the Company. 

(k) “Company” means RetailMeNot, Inc., a Delaware corporation, or any successor thereto. 

(l) “Consultant” means any person, including an advisor, engaged to provide consulting or advisory services (other than as an
Employee or a Director) to a Participating Company, provided that the identity of such person, the nature of such services or the entity to which such services are provided would not preclude the Company from offering or selling securities to such
person pursuant to the Plan in reliance on registration on Form S-8 under the Securities Act. 
 (m) “Director” means a
member of the Board. 
 (n) “Disability” means, unless such term or an equivalent term is otherwise defined by the
applicable Award Agreement or other written agreement between the Participant and a Participating Company applicable to an Award, the permanent and total disability of the Participant, within the meaning of Section 22(e)(3) of the Code. 

(o) “Effective Time” means the time the “Certificate of Merger” (as such term is defined in the Merger Agreement)
is filed with the Secretary of State of the State of Delaware. 

  
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 (p) “Employee” means any person who (i) was not employed by any Participating
Company (other than GiftcardZen Inc or its subsidiaries acquired by the Company under the Merger Agreement) at or immediately prior to the Effective Time; and (ii) is treated as an employee (including an Officer or a Director who is also treated as
an employee) in the records of a Participating Company and, with respect to any Incentive Stock Option granted to such person, who is an employee for purposes of Section 422 of the Code; provided, however, that neither service as a Director nor
payment of a Director’s fee shall be sufficient to constitute employment for purposes of the Plan. The Company shall determine in good faith and in the exercise of its discretion whether an individual has become or has ceased to be an
Employee and the effective date of such individual’s employment or termination of employment, as the case may be. For purposes of an individual’s rights, if any, under the terms of the Plan as of the time of the Company’s
determination of whether or not the individual is an Employee, all such determinations by the Company shall be final, binding and conclusive as to such rights, if any, notwithstanding that the Company or any court of law or governmental agency
subsequently makes a contrary determination as to such individual’s status as an Employee. 
 (q) “Exchange Act” means
the Securities Exchange Act of 1934, as amended. 
 (r) “Exchange Program” means a program under which (i) outstanding
Awards are surrendered or cancelled in exchange for Awards of the same type (which may have higher or lower exercise prices and different terms), Awards of a different type, and/or cash, (ii) Participants would have the opportunity to transfer any
outstanding Awards to a financial institution or other person or entity selected by the Committee, and/or (iii) the exercise price of an outstanding Award is reduced or increased. The Committee will determine the terms and conditions of any Exchange
Program in its sole discretion. 
 (s) “Fair Market Value” means, as of any date, the value of a share of Stock or other
property as determined by the Committee, in its discretion, or by the Company, in its discretion, if such determination is expressly allocated to the Company herein, subject to the following: 

(t) Except as otherwise determined by the Committee, if, on such date, the Stock is listed or quoted on a national or regional securities
exchange or quotation system, the Fair Market Value of a share of Stock shall be the closing price of a share of Stock as quoted on the national or regional securities exchange or quotation system constituting the primary market for the Stock, as
reported in The Wall Street Journal or such other source as the Company deems reliable. If the relevant date does not fall on a day on which the Stock has traded on such securities exchange or quotation system, the date on which the Fair Market
Value shall be established shall be the last day on which the Stock was so traded or quoted prior to the relevant date, or such other appropriate day as shall be determined by the Committee, in its discretion. 

(i) Notwithstanding the foregoing, the Committee may, in its discretion, determine the Fair Market Value of a share of Stock on the basis of
the opening, closing, or average of the high and low sale prices of a share of Stock on such date or the preceding trading day, the actual sale price of a share of Stock received by a Participant, any other reasonable basis using actual transactions
in the Stock as reported on a national or regional securities exchange or quotation system, or on any other basis consistent with the requirements of Section 409A. The Committee may also determine the Fair Market Value upon the average selling
price of the Stock during a specified period that is within thirty (30) days before or thirty (30) days after such date, provided that, with respect to the grant of an Option or Stock 

  
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Appreciation Right, the commitment to grant such Award based on such valuation method must be irrevocable before the beginning of the specified period. The Committee may vary its method of
determination of the Fair Market Value as provided in this Section for different purposes under the Plan to the extent consistent with the requirements of Section 409A. 

(ii) If, on such date, the Stock is not listed or quoted on a national or regional securities exchange or quotation system, the Fair Market
Value of a share of Stock shall be as determined by the Committee in good faith without regard to any restriction other than a restriction which, by its terms, will never lapse, and in a manner consistent with the requirements of Section 409A. 

(u) “Incentive Stock Option” means an Option that by its terms qualifies and is otherwise intended to qualify as an incentive
stock option within the meaning of Code Section 422 and the regulations promulgated thereunder. 
 (v) “Incumbent Director”
means a director who either (i) was a member of the Board as of the effective date of the RetailMeNot, Inc. 2013 Equity Incentive Plan or (ii) is elected, or nominated for election, to the Board with the affirmative votes of at least a majority of
the Incumbent Directors at the time of such election or nomination (but excluding a director who was elected or nominated in connection with an actual or threatened proxy contest relating to the election of directors of the Company). 

(w) “Insider” means an Officer, a Director or other person whose transactions in Stock are subject to Section 16 of the
Exchange Act. 
 (x) “Merger Agreement” means the Agreement and Plan of Merger by and among RetailMeNot, Inc., Project Zen
Acquisition Corp., Giftcardzen Inc and Aaron Dragushan, dated as of April 5, 2016. 
 (y) “Net Exercise” means a Net
Exercise as defined in Section 6(e)(iv)(3). 
 (z) “Nonstatutory Stock Option” means an Option that by its terms does not
qualify or is not intended to qualify as an Incentive Stock Option. 
 (aa) “Nonemployee Director” means a Director
who is not an Employee. 
 (bb) “Nonemployee Director Award” means any Award granted to a Nonemployee Director.

(cc) “Officer” means any person designated by the Board as an officer of the Company. 

(dd) “Option” means an Incentive Stock Option or a Nonstatutory Stock Option granted pursuant to the Plan. 

(ee) “Ownership Change Event” means the occurrence of any of the following with respect to the
Company: (i) the direct or indirect sale or exchange in a single or series of related transactions by the stockholders of the Company of securities of the Company representing more than fifty percent (50%) of the total combined voting power of
the Company’s then outstanding securities entitled to vote generally in the election of Directors; (ii) a merger or 

  
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consolidation in which the Company is a party; or (iii) the sale, exchange, or transfer of all or substantially all of the assets of the Company (other than a sale, exchange or transfer to one or
more subsidiaries of the Company). 
 (ff) “Parent Corporation” means a “parent corporation,” whether now or
hereafter existing, as defined in Code Section 424(e). 
 (gg) “Participant” means the holder of an outstanding Award. 

(hh) “Participating Company” means the Company or any Parent Corporation or Subsidiary Corporation. 

(ii) “Participating Company Group” means, at any point in time, the Company and all other entities collectively which are
then Participating Companies. 
 (jj) “Period of Restriction” means the period during which the transfer of shares of
Restricted Stock is subject to restrictions and therefore, the shares are subject to a substantial risk of forfeiture. Such restrictions may be based on the passage of time, the achievement of target levels of performance, or the occurrence of other
events as determined by the Committee. 
 (kk) “Plan” means this RetailMeNot, Inc. GiftcardZen Equity Incentive Plan, as
may be amended from time to time. 
 (ll) “Restricted Stock” means shares of Stock issued pursuant to an Award of
Restricted Stock under Section 8 of the Plan, or issued pursuant to the early exercise of an Option. 
 (mm) “Restricted Stock Unit
Award” means a bookkeeping entry representing an amount equal to the Fair Market Value of one Share, granted pursuant to Section 9. Each Restricted Stock Unit Award represents an unfunded and unsecured obligation of the Company. 

(nn) “Section 409A” means Section 409A of the Code. 

(oo) “Section 409A Deferred Compensation” means compensation provided pursuant to an Award that constitutes nonqualified
deferred compensation within the meaning of Section 409A. 
 (pp) “Securities Act” means the Securities Act of 1933, as
amended. 
 (qq) “Service” means a Participant’s employment or service with the Participating Company Group, whether
as an Employee, a Director or a Consultant. Unless otherwise provided by the Committee, a Participant’s Service shall not be deemed to have terminated merely because of a change in the capacity in which the Participant renders Service or a
change in the Participating Company for which the Participant renders Service, provided that there is no interruption or termination of the Participant’s Service. Furthermore, a Participant’s Service shall not be deemed to have been
interrupted or terminated if the Participant takes any military leave, sick leave, or other bona fide leave of absence approved by the Company. However, unless otherwise determined by the Company, if any such leave taken by a Participant
exceeds ninety (90) days, then on the ninety-first (91st) day following the commencement of 

  
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such leave the Participant’s Service shall be deemed to have terminated, unless the Participant’s right to return to Service is guaranteed by statute or contract. Notwithstanding
the foregoing, unless otherwise designated by the Company or required by law, an unpaid leave of absence shall not be treated as Service for purposes of determining vesting under the Participant’s Award Agreement. A Participant’s
Service shall be deemed to have terminated either upon an actual termination of Service or upon the business entity for which the Participant performs Service ceasing to be a Participating Company. Subject to the foregoing, the Company, in its
discretion, shall determine whether the Participant’s Service has terminated and the effective date of and reason for such termination. 

(rr) “Short-Term Deferral Period” means, subject to the provisions of Section 409A, the
2 1⁄2 month period ending on the later of (i) the 15th day of the third month following the end of the Participant’s taxable year in which the right to
payment under the applicable portion of the Award is no longer subject to a substantial risk of forfeiture or (ii) the 15th day of the third month following the end of the Company’s taxable year in which the right to payment under the
applicable portion of the Award is no longer subject to a substantial risk of forfeiture. For this purpose, the term “substantial risk of forfeiture” shall have the meaning provided by Section 409A. 

(ss) “Stock” means the Series 1 Common Stock of the Company, as adjusted from time to time in accordance with Section 12(a)
of the Plan. 
 (tt) “Stock Tender Exercise” means a Stock Tender Exercise as defined in Section 6(e)(iv)(2). 

(uu) “Stock Appreciation Right” means an Award, granted alone or in connection with an Option, that pursuant to Section 7 is
designated as a Stock Appreciation Right. 
 (vv) “Subsidiary Corporation” means a “subsidiary corporation,”
whether now or hereafter existing, as defined in Code Section 424(f). 
 (ww) “Trading Compliance Policy” means the written
policy of the Company pertaining to the purchase, sale, transfer or other disposition of the Company’s equity securities by Directors, Officers, Employees or other service providers who may possess material, nonpublic information regarding the
Company or its securities. 
 (xx) “Vesting Conditions” mean those conditions established in accordance with the Plan prior
to the satisfaction of which an Award or shares subject to an Award remain subject to forfeiture or a repurchase option in favor of the Company exercisable for the Participant’s monetary purchase price, if any, for such shares upon the
Participant’s termination of Service or failure of a performance condition to be satisfied. 
 3. Stock Subject to the Plan.

 (a) Stock Subject to the Plan. Subject to the provisions of Section 12(a) of the Plan, the maximum aggregate number of shares of
Stock that may be subject to Awards and sold under the Plan is 710,510 shares of Stock. The shares may be authorized but unissued, or reacquired Common Stock.  

  
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 (b) Lapsed Awards. If an Award expires or becomes unexercisable without having been
exercised in full, is surrendered pursuant to an Exchange Program, or, with respect to Restricted Stock or Restricted Stock Unit Awards, is forfeited to or repurchased by the Company due to the failure to vest, the unpurchased shares of Stock (or
for Awards other than Options or Stock Appreciation Rights the forfeited or repurchased shares of Stock) which were subject thereto will become available for future grant or sale under the Plan (unless the Plan has terminated). With respect to Stock
Appreciation Rights, only shares of Stock actually issued pursuant to a Stock Appreciation Right will cease to be available under the Plan; all remaining shares of Stock under Stock Appreciation Rights will remain available for future grant or sale
under the Plan (unless the Plan has terminated). Shares of Stock that have actually been issued under the Plan under any Award will not be returned to the Plan and will not become available for future distribution under the Plan; provided, however,
that if shares of Stock issued pursuant to Awards of Restricted Stock or Restricted Stock Unit Awards are repurchased by the Company or are forfeited to the Company due to the failure to vest, such shares of Stock will become available for future
grant under the Plan. Shares of Stock used to pay the exercise price of an Award or to satisfy the tax withholding obligations related to an Award will become available for future grant or sale under the Plan. To the extent an Award under the Plan
is paid out in cash rather than shares of Stock, such cash payment will not result in reducing the number of shares of Stock available for issuance under the Plan. Notwithstanding the foregoing and, subject to adjustment as provided in Section
12(a), the maximum number of shares of Stock that may be issued upon the exercise of Incentive Stock Options will equal the aggregate Share number stated in Section 3(a), plus, to the extent allowable under Code Section 422 and the Treasury
Regulations promulgated thereunder, any shares of Stock that become available for issuance under the Plan pursuant to Section 3(b).  

(c) Share Reserve. The Company, during the term of this Plan, will at all times reserve and keep available such number of shares of
Stock as will be sufficient to satisfy the requirements of the Plan.  
 4. Administration of the Plan. 

(a) Administration by the Committee. The Plan shall be administered by the Committee. All questions of interpretation of the
Plan, of any Award Agreement or of any other form of agreement or other document employed by the Company in the administration of the Plan or of any Award shall be determined by the Committee, and such determinations shall be final, binding and
conclusive upon all persons having an interest in the Plan or such Award, unless fraudulent or made in bad faith. Any and all actions, decisions and determinations taken or made by the Committee in the exercise of its discretion pursuant to the
Plan or Award Agreement or other agreement thereunder (other than determining questions of interpretation pursuant to the preceding sentence) shall be final, binding and conclusive upon all persons having an interest therein. All expenses
incurred in connection with the administration of the Plan shall be paid by the Company. 
 (b) Authority of Officers. Any
Officer shall have the authority to act on behalf of the Company with respect to any matter, right, obligation, determination or election that is the responsibility of or that is allocated to the Company herein, provided that the Officer has
apparent authority with respect to such matter, right, obligation, determination or election. To the extent permitted by applicable law, the Committee may, in its discretion, delegate to a committee comprised of one or more Officers the
authority to grant one or more Awards, without further 

  
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approval of the Committee, to any Employee, other than a person who, at the time of such grant, is an Insider, and to exercise such other powers under the Plan as the Committee may determine;
provided, however, that (i) the Committee shall fix the maximum number of shares of Stock subject to Awards that may be granted by such Officers, (ii) each such Award shall be subject to the terms and conditions of the appropriate standard form of
Award Agreement approved by the Board or the Committee and shall conform to the provisions of the Plan, and (iii) each such Award shall conform to such other limits and guidelines as may be established from time to time by the Committee. 

(c) Administration with Respect to Insiders. With respect to participation by Insiders in the Plan, at any time that any class of
equity security of the Company is registered pursuant to Section 12 of the Exchange Act, the Plan shall be administered in compliance with the requirements, if any, of Rule 16b-3. 

(d) Powers of the Committee. 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 Committee will have the authority, in its discretion: 
 (i) to determine the Fair Market
Value; 
 (ii) to select the persons to whom Awards may be granted hereunder; 

(iii) to determine the number of shares of Stock to be covered by each Award granted hereunder; 

(iv) to approve forms of Award Agreements 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 Awards may be exercised (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and any restriction or
limitation regarding any Award or the shares of Stock of Stock relating thereto, based in each case on such factors as the Committee will determine; 

(vi) to institute and determine the terms and conditions of an Exchange Program; 

(vii) to construe and interpret the terms of the Plan and Awards granted pursuant to the Plan; 

(viii) 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 satisfying applicable foreign laws or for qualifying for favorable tax treatment under applicable foreign laws; 

(ix) to modify or amend each Award (subject to Section 16(c) of the Plan), including but not limited to the discretionary authority to extend
the post-termination exercisability period of Awards and to extend the maximum term of an Option (subject to Section 6(d));

  
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 (x) to allow Participants to satisfy withholding tax obligations in a manner prescribed in
Section 13; 
 (xi) to authorize any person to execute on behalf of the Company any instrument required to effect the grant of an Award
previously granted by the Committee; 
 (xii) to allow a Participant to defer the receipt of the payment of cash or the delivery of shares
of Stock that otherwise would be due to such Participant under an Award;
 (xiii) to correct any defect, supply any omission or reconcile
any inconsistency in the Plan or any Award Agreement and to make all other determinations and take such other actions with respect to the Plan or any Award as the Committee may deem advisable to the extent not inconsistent with the provisions of the
Plan or Applicable Laws; and 
 (xiv) to make all other determinations deemed necessary or advisable for administering the Plan. 

(e) Indemnification. In addition to such other rights of indemnification as they may have as members of the Board or the Committee
or as officers or employees of the Participating Company Group, to the extent permitted by applicable law, members of the Board or the Committee and any officers or employees of the Participating Company Group to whom authority to act for the Board,
the Committee or the Company is delegated shall be indemnified by the Company against all reasonable expenses, including attorneys’ fees, actually and necessarily incurred in connection with the defense of any action, suit or proceeding, or in
connection with any appeal therein, to which they or any of them may be a party by reason of any action taken or failure to act under or in connection with the Plan, or any right granted hereunder, and against all amounts paid by them in settlement
thereof (provided such settlement is approved by independent legal counsel selected by the Company) or paid by them in satisfaction of a judgment in any such action, suit or proceeding, except in relation to matters as to which it shall be adjudged
in such action, suit or proceeding that such person is liable for gross negligence, bad faith or intentional misconduct in duties; provided, however, that within sixty (60) days after the institution of such action, suit or proceeding, such person
shall offer to the Company, in writing, the opportunity at its own expense to handle and defend the same. 
 5. Eligibility.
Nonstatutory Stock Options, Stock Appreciation Rights, Restricted Stock, and Restricted Stock Unit Awards may be granted to Employees, Directors or Consultants. Incentive Stock Options may be granted only to Employees. Awards are granted
solely at the discretion of the Committee. Eligible persons may be granted more than one Award. However, eligibility in accordance with this Section shall not entitle any person to be granted an Award, or, having been granted an Award, to
be granted an additional Award. 
 6. Stock Options. 

(a) Grant of Options. Subject to the terms and provisions of the Plan, the Committee, at any time and from time to time, may grant
Options in such amounts as the Committee, in its sole discretion, will determine. 
 (b) Option Agreement. Each Award of an Option
will be evidenced by an Award Agreement that will specify the exercise price, the term of the Option, the number of shares of Stock subject to the Option, the exercise restrictions, if any, applicable to the Option, and such other terms and
conditions as the Committee, in its sole discretion, will determine. 

  
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 (c) Limitations. Each Option will be designated in the Award Agreement as either an
Incentive Stock Option or a Nonstatutory Stock Option. Notwithstanding such designation, however, to the extent that the aggregate Fair Market Value of the shares of Stock with respect to which Incentive Stock Options are exercisable for the first
time by the Participant during any calendar year (under all plans of the Company and any Parent Corporation or Subsidiary Corporation) exceeds one hundred thousand dollars ($100,000), such Options will be treated as Nonstatutory Stock Options. For
purposes of this Section 6(c), Incentive Stock Options will be taken into account in the order in which they were granted, the Fair Market Value of the shares of Stock will be determined as of the time the Option with respect to such shares of Stock
is granted, and calculation will be performed in accordance with Code Section 422 and Treasury Regulations promulgated thereunder. 
 (d)
Term of Option. The term of each Option will be stated in the Award Agreement; provided, however, that the term will be no more than ten (10) years from the date of grant thereof. In the case of an Incentive Stock Option granted to a
Participant 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 Corporation or Subsidiary Corporation,
the term of the Incentive Stock Option will be five (5) years from the date of grant or such shorter term as may be provided in the Award Agreement. 

(e) Option Exercise Price and Consideration. 

(i) Exercise Price. The per Share exercise price for the Stock to be issued pursuant to the exercise of an Option will be
determined by the Committee, but will be no less than one hundred percent (100%) of the Fair Market Value per share of Stock on the date of grant. In addition, in the case of an Incentive Stock Option granted to an Employee who owns stock
representing more than ten percent (10%) of the voting power of all classes of stock of the Company or any Parent Corporation or Subsidiary Corporation, the per share exercise price will be no less than one hundred ten percent (110%) of the Fair
Market Value per share of Stock on the date of grant. Notwithstanding the foregoing provisions of this Section 6(e)(i), Options may be granted with a per share exercise price of less than one hundred percent (100%) of the Fair Market Value per share
of Stock on the date of grant pursuant to a transaction described in, and in a manner consistent with, Code Section 424(a). 
 (ii)
Waiting Period and Exercise Dates. At the time an Option is granted, the Committee will fix the period within which the Option may be exercised and will determine any conditions that must be satisfied before the Option may be exercised. 

(iii) Form of Consideration. The Committee will determine the acceptable form of consideration for exercising an Option, including the
method of payment. In the case of an Incentive Stock Option, the Committee will determine the acceptable form of consideration at the time of grant. Such acceptable consideration for exercising an Option may consist entirely of: (1) cash or cash
equivalent; (2) check; (3) if permitted by the Committee and subject to the limitations contained in Section 6(e)(iv), by means of (A) a Cashless Exercise, (B) a Stock Tender Exercise or (C) a Net Exercise; (4) such other consideration and method of
payment for the issuance of shares of Stock to the extent permitted by Applicable Laws, or (5) 

  
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any combination of the foregoing methods of payment. In making its determination as to the type of consideration to accept, the Committee will consider if acceptance of such consideration
may be reasonably expected to benefit the Company. The Committee may at any time or from time to time grant Options which do not permit all of the foregoing forms of consideration to be used in payment of the exercise price or which otherwise
restrict one or more forms of consideration. 
 (iv) Limitations on Forms of Consideration. 

1) Cashless Exercise. A “Cashless Exercise” means the delivery of a properly executed notice of exercise together with
irrevocable instructions to a broker providing for the assignment to the Company of the proceeds of a sale or loan with respect to some or all of the shares being acquired upon the exercise of the Option (including, without limitation, through an
exercise complying with the provisions of Regulation T as promulgated from time to time by the Board of Governors of the Federal Reserve System). The Company reserves, at any and all times, the right, in the Company’s sole and absolute
discretion, to establish, decline to approve or terminate any program or procedures for the exercise of Options by means of a Cashless Exercise, including with respect to one or more Participants specified by the Company notwithstanding that such
program or procedures may be available to other Participants. 
 2) Stock Tender Exercise. A “Stock Tender Exercise”
means the delivery of a properly executed exercise notice accompanied by a Participant’s tender to the Company, or attestation to the ownership, in a form acceptable to the Company of whole shares of Stock owned by the Participant having a Fair
Market Value that does not exceed the aggregate exercise price for the shares with respect to which the Option is exercised. A Stock Tender Exercise shall not be permitted if it would constitute a violation of the provisions of any law,
regulation or agreement restricting the redemption of the Company’s stock. If required by the Company, an Option may not be exercised by tender to the Company, or attestation to the ownership, of shares of Stock unless such shares either
have been owned by the Participant for a period of time required by the Company (and not used for another option exercise by attestation during such period) or were not acquired, directly or indirectly, from the Company. 

3) Net Exercise. A “Net Exercise” means the delivery of a properly executed exercise notice followed by a procedure
pursuant to which (A) the Company will reduce the number of shares otherwise issuable to a Participant upon the exercise of an Option by the largest whole number of shares having a Fair Market Value that does not exceed the aggregate exercise price
for the shares with respect to which the Option is exercised, and (B) the Participant shall pay to the Company in cash the remaining balance of such aggregate exercise price not satisfied by such reduction in the number of whole shares to be issued.

 (f) Exercise of Option. 

(i) Procedure for Exercise; Rights as a Stockholder. Any Option granted hereunder will be 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: (1) notice of exercise (in such form as the Committee may specify from time to
time) 

  
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from the person entitled to exercise the Option, and (2) full payment for the Stock with respect to which the Option is exercised (together with applicable tax withholding). 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 of Stock issued upon exercise of an Option will be issued in the name of the Participant or, if
requested by the Participant, in the name of the Participant and his or her spouse. Until the shares of Stock 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 of Stock subject to an Option, notwithstanding the exercise of the Option. The Company will issue (or cause to be issued) such shares
of Stock 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 of Stock are issued, except as provided in Section 12(a) of the Plan. 

Exercising an Option in any manner will decrease the number of shares of Stock thereafter available for sale under the Option, by the number
of shares of Stock as to which the Option is exercised. 
 (ii) Termination of Service. Unless otherwise provided by the Committee,
in the event of termination of a Participant’s Service other than upon the Participant’s termination as the result of the Participant’s death or Disability, the Participant may exercise his or her Option within such period of time as
is specified in the Award Agreement (but in no event later than the expiration of the term of such Option as set forth in the Award Agreement) to the extent that the Option is vested on the date of termination. In the absence of a specified time in
the Award Agreement, the Option shall remain exercisable for three (3) months following the Participant’s termination (or until the expiration of the term of the Option, if earlier). Unless otherwise provided by the Committee, if on the date of
termination the Participant is not vested as to his or her entire Option, the shares of Stock covered by the unvested portion of the Option will revert to the Plan. If after termination the Participant does not exercise his or her Option within the
time specified by the Committee, the Option will terminate, and the shares of Stock covered by such Option will revert to the Plan. 

(iii) Disability of Participant. Unless otherwise provided by the Committee, in the event of termination of a Participant’s
Service as a result of the Participant’s Disability, the Participant may exercise his or her Option within such period of time as is specified in the Award Agreement (but in no event later than the expiration of the term of such Option as set
forth in the Award Agreement) to the extent the Option is vested on the date of termination. In the absence of a specified time in the Award Agreement, the Option shall remain exercisable for twelve (12) months following the Participant’s
termination (or until the expiration of the term of the Option, if earlier). Unless otherwise provided by the Committee, if on the date of termination the Participant is not vested as to his or her entire Option, the shares of Stock covered by the
unvested portion of the Option will revert to the Plan. If after termination the Participant does not exercise his or her Option within the time specified herein, the Option will terminate, and the shares of Stock covered by such Option will revert
to the Plan. 
 (iv) Death of Participant. Unless otherwise provided by the Committee, if a Participant dies while providing
Service, the Option may be exercised within such period of time as is specified in the Award Agreement (but in no event later than the expiration of the term of such Option as set forth in the Award Agreement) to the extent that the Option is vested
on 

  
 13 








 
the date of death, by the Participant’s designated beneficiary, provided such beneficiary has been designated prior to the Participant’s death in a form acceptable to the Committee. If
no such beneficiary has been designated by the Participant, then such Option may be exercised by the personal representative of the Participant’s estate or by the person(s) to whom the Option is transferred pursuant to the Participant’s
will or in accordance with the laws of descent and distribution. In the absence of a specified time in the Award Agreement, the Option shall remain exercisable for twelve (12) months following the Participant’s death (or until the expiration of
the term of the Option, if earlier). Unless otherwise provided by the Committee, if at the time of death Participant is not vested as to his or her entire Option, the shares of Stock covered by the unvested portion of the Option will immediately
revert to the Plan. If the Option is not so exercised within the time specified herein, the Option will terminate, and the shares of Stock covered by such Option will revert to the Plan. The Participant’s Service shall be deemed to have
terminated on account of death if the Participant dies within three (3) months (or such longer or shorter period provided by the Award Agreement) after the Participant’s termination of Service. 

(v) Termination for Cause. Notwithstanding any other provision of the Plan to the contrary, if the Participant’s Service is
terminated for Cause or if, following the Participant’s termination of Service and during any period in which the Option otherwise would remain exercisable, the Participant engages in any act that would constitute Cause, the Option shall
terminate in its entirety and cease to be exercisable immediately upon such termination of Service or act. 
 (g) Extension if Exercise
Prevented by Law. Notwithstanding the foregoing, other than termination of Service for Cause, if the exercise of an Option within the applicable time periods set forth in Section 6(f) is prevented by the provisions of Section 17 below, the
Option shall remain exercisable until the later of (i) thirty (30) days after the date such exercise first would no longer be prevented by such provisions or (ii) the end of the applicable time period under Section 6(f), but in any event no later
than the expiration of the term of such Option as set forth in the Award Agreement. 
 7. Stock Appreciation Rights. 

(a) Grant of Stock Appreciation Rights. Subject to the terms and conditions of the Plan, a Stock Appreciation Right may be granted to
Employees, Directors or Consultants at any time and from time to time as will be determined by the Committee, in its sole discretion. 
 (b)
Number of Shares of Stock. The Committee will have complete discretion to determine the number of shares of Stock subject to any Award of Stock Appreciation Rights. 

(c) Exercise Price and Other Terms. The per Share exercise price for the shares of Stock that will determine the amount of the payment
to be received upon exercise of a Stock Appreciation Right as set forth in Section 7(f) will be determined by the Committee and will be no less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant. Otherwise, the
Committee, subject to the provisions of the Plan, will have complete discretion to determine the terms and conditions of Stock Appreciation Rights granted under the Plan. 

  
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 (d) Stock Appreciation Right Agreement. Each Stock Appreciation Right grant will be
evidenced by an Award Agreement that will specify the exercise price, the term of the Stock Appreciation Right, the conditions of exercise, and such other terms and conditions as the Committee, in its sole discretion, will determine. 

(e) Expiration of Stock Appreciation Rights. A Stock Appreciation Right granted under the Plan will expire upon the date determined by
the Committee, in its sole discretion, and set forth in the Award Agreement. Notwithstanding the foregoing, the rules of Section 6(d) relating to the maximum term and Section 6(f) relating to exercise also will apply to Stock Appreciation Rights.

 (f) Payment of Stock Appreciation Right Amount. Upon exercise of a Stock Appreciation Right, a Participant will be entitled to
receive payment from the Company in an amount determined by multiplying: 
 (i) The difference between the Fair Market Value of a share of
Stock on the date of exercise over the exercise price; times 
 (ii) The number of shares of Stock with respect to which the Stock
Appreciation Right is exercised. 
 At the discretion of the Committee, the payment upon Stock Appreciation Right exercise may be in cash,
in shares of Stock of equivalent value, or in some combination thereof. 
 (g) Deemed Exercise of Stock Appreciation Rights. If,
on the date on which a Stock Appreciation Right would otherwise terminate or expire, the Stock Appreciation Right by its terms remains exercisable immediately prior to such termination or expiration and, if so exercised, would result in a payment to
the holder of such Stock Appreciation Right, then any portion of such Stock Appreciation Right which has not previously been exercised shall automatically be deemed to be exercised as of such date with respect to such portion. 

8. Restricted Stock. 

(a) Grant of Restricted Stock. Subject to the terms and provisions of the Plan, the Committee, at any time and from time to time, may
grant shares of Restricted Stock to Employees, Directors or Consultants in such amounts as the Committee, in its sole discretion, will determine. 

(b) Restricted Stock Agreement. Each Award of Restricted Stock will be evidenced by an Award Agreement that will specify the Period of
Restriction, the number of shares of Stock granted, and such other terms and conditions as the Committee, in its sole discretion, will determine. Unless the Committee determines otherwise, the Company as escrow agent will hold shares of Stock of
Restricted Stock until the restrictions on such shares of Stock have lapsed. 
 (c) Transferability. Except as provided in this
Section 8 or as the Committee determines, shares of Restricted Stock may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated until the end of the applicable Period of Restriction other than pursuant to an Ownership
Change Event. The Committee, in its discretion, may provide in 

  
 15 








 
any Award Agreement evidencing a Restricted Stock grant that, if the end of the Period of Restriction with respect to any shares of Restricted Stock would otherwise occur on a day on which the
sale of such shares would violate the provisions of the Trading Compliance Policy, then the Period of Restriction shall not end until the next trading day on which the sale of such shares would not violate the Trading Compliance Policy. Upon
request by the Company, each Participant shall execute any agreement evidencing such transfer restrictions prior to the receipt of shares of Stock hereunder and shall promptly present to the Company any and all certificates representing shares of
Stock acquired hereunder for the placement on such certificates of appropriate legends evidencing any such transfer restrictions. 
 (d)
Other Restrictions. The Committee, in its sole discretion, may impose such other restrictions on shares of Restricted Stock as it may deem advisable or appropriate. 

(e) Removal of Restrictions. Except as otherwise provided in this Section 8, shares of Restricted Stock covered by each Restricted
Stock grant made under the Plan will be released from escrow as soon as practicable after the last day of the Period of Restriction or at such other time as the Committee may determine. The Committee, in its discretion, may accelerate the time at
which any restrictions will lapse or be removed. 
 (f) Voting Rights. During the Period of Restriction, Participants holding shares
of Restricted Stock granted hereunder may exercise full voting rights with respect to those shares of Restricted Stock, unless the Committee determines otherwise. 

(g) Dividends and Other Distributions. During the Period of Restriction, Participants holding shares of Restricted Stock will be
entitled to receive all dividends and other distributions paid with respect to such shares of Restricted Stock, unless the Committee provides otherwise. If any such dividends or distributions are paid in shares of Stock, the shares of Stock will be
subject to the same restrictions on transferability and forfeitability as the shares of Restricted Stock with respect to which they were paid. 

(h) Effect of Termination of Service. Unless otherwise provided by the Committee in the Award Agreement evidencing an award of
Restricted Stock, if a Participant’s Service terminates for any reason, whether voluntary or involuntary (including the Participant’s death or disability), then the Participant shall forfeit to the Company any shares acquired by the
Participant pursuant to a Restricted Stock award which remain subject to Vesting Conditions as of the date of the Participant’s termination of Service. 

9. Restricted Stock Unit Awards. 

(a) Grant. Restricted Stock Unit Awards may be granted at any time and from time to time as determined by the Committee. After the
Committee determines that it will grant Restricted Stock Unit Awards, it will advise the Participant in an Award Agreement of the terms, conditions, and restrictions related to the grant, including the number of Restricted Stock Unit Awards. 

(b) Vesting Conditions and Other Terms. The Committee will set the Vesting Conditions in its discretion, which, depending on the extent
to which the Vesting Conditions are met, will determine the number of Restricted Stock Unit Awards that will be paid out to the Participant. The Committee may set Vesting Conditions based upon the achievement of Company-wide, business unit, or
individual goals (including, but not limited to, continued Service), or any other basis determined by the Committee in its discretion.

  
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 (c) Earning Restricted Stock Unit Awards. Upon meeting the applicable Vesting Conditions,
the Participant will be entitled to receive a payout as determined by the Committee. Notwithstanding the foregoing, at any time after the grant of Restricted Stock Unit Awards, the Committee, in its sole discretion, may reduce or waive any Vesting
Conditions that must be met to receive a payout. Further, the Committee, in its discretion, may provide in any Award Agreement evidencing a Restricted Stock Unit Award that, if the satisfaction of Vesting Conditions with respect to any shares
of Stock subject to the Award would otherwise occur on a day on which the sale of such shares would violate the provisions of the Trading Compliance Policy, then the satisfaction of the Vesting Conditions automatically shall be determined on the
first to occur of (i) the next trading day on which the sale of such shares would not violate the Trading Compliance Policy or (ii) the last day of the calendar year in which the original vesting date occurred. 

(d) Voting Rights and Distributions. Participants shall have no voting rights with respect to shares of Stock represented by Restricted
Stock Units until the date of the issuance of such shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). In the event of a dividend or distribution paid in shares of Stock
or other property or any other adjustment made upon a change in the capital structure of the Company as described in Section 12(a), appropriate adjustments shall be made in the Participant’s Restricted Stock Unit Award so that it represents the
right to receive upon settlement any and all new, substituted or additional securities or other property (other than regular, periodic cash dividends) to which the Participant would be entitled by reason of the shares of Stock issuable upon
settlement of the Award, and all such new, substituted or additional securities or other property shall be immediately subject to the same Vesting Conditions as are applicable to the Award. 

(e) Form and Timing of Payment. The Company shall issue to a Participant on the date on which Restricted Stock Units subject to
the Participant’s Restricted Stock Unit Award vest or on such other date determined by the Committee in compliance with Section 409A, if applicable, and set forth in the Award Agreement one (1) share of Stock for each Restricted Stock Unit then
becoming vested or otherwise to be settled on such date, subject to the withholding of applicable taxes, if any. If permitted by the Committee, the Participant may elect, consistent with the requirements of Section 409A, to defer receipt of all
or any portion of the shares of Stock or other property otherwise issuable to the Participant pursuant to this Section, and such deferred issuance date(s) and amount(s) elected by the Participant shall be set forth in the Award
Agreement. Notwithstanding the foregoing, the Committee, in its discretion, may provide for settlement of any Restricted Stock Unit Award by payment to the Participant in cash of an amount equal to the Fair Market Value on the payment date of
the shares of Stock or other property otherwise issuable to the Participant pursuant to this Section 9. 
 (f) Effect of Termination of
Service. Unless otherwise provided by the Committee and set forth in the Award Agreement evidencing a Restricted Stock Unit Award, if a Participant’s Service terminates for any reason, whether voluntary or involuntary (including the
Participant’s death or disability), then the Participant shall forfeit to the Company any Restricted Stock Units pursuant to the Award which remain subject to Vesting Conditions as of the date of the Participant’s termination of Service.


  
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 10. Compliance with Section 409A. Except as provided in Section 18(m) hereof, to the
extent that the Committee determines that any Award granted under the Plan is subject to Section 409A, the Award Agreement evidencing such Award shall incorporate the terms and conditions required by Section 409A. To the extent applicable, the
Plan and Award Agreements shall be interpreted in accordance with Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be
issued after the Effective Date. Notwithstanding any provision of the Plan to the contrary, in the event that following the Effective Date the Committee determines that any Award may be subject to Section 409A and related Department of Treasury
guidance, the Committee may adopt such amendments to the Plan and the applicable Award Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the
Committee determines are necessary or appropriate to (i) exempt the Award from Section 409A and/or preserve the intended tax treatment of the benefits provided with respect to the Award, or (ii) comply with the requirements of Section 409A and
related Department of Treasury guidance and thereby avoid the application of any penalty taxes under such Section; provided, however, that the Company makes no representation that any Award is exempt from or complies with Section 409A and makes no
undertaking to preclude Section 409A from applying to an Award. The Company will have no liability to any Participant or other party if an Award or payment of an Award that is intended to be exempt from or compliant with Section 409A is not so
exempt or compliant or for any action taken by the Committee with respect thereto. 
 11. Limited Transferability of Awards. 

(a) Unless determined otherwise by the Committee, Awards may not be sold, pledged, assigned, hypothecated, or otherwise transferred in any
manner other than by will or by the laws of descent and distribution, and may be exercised, during the lifetime of the Participant, only by the Participant. Notwithstanding the foregoing, to the extent permitted by the Committee, in its
discretion, and set forth in the Award Agreement evidencing such Award, an Option or Stock Appreciation (including a Stock Appreciation Right granted in connection with an Option) shall be assignable or transferable subject to the applicable
limitations, if any, described in the General Instructions to Form S 8 under the Securities Act or, in the case of an Incentive Stock Option, only as permitted by applicable regulations under Section 421 of the Code in a manner that does not
disqualify such Option as an Incentive Stock Option. 
 12. Adjustments; Change in Control. 

(a) Adjustments for Changes in Capital Structure. Subject to any required action by the stockholders of the Company and the
requirements of Section 409A and Code Section 424 to the extent applicable, in the event of any change in the Stock effected without receipt of consideration by the Company, whether through merger, consolidation, reorganization, reincorporation,
recapitalization, reclassification, stock dividend, stock split, reverse stock split, split-up, split-off, spin-off, combination of shares, exchange of shares, or similar change in the capital structure of the Company, or in the event of payment of
a dividend or distribution to the stockholders of the Company in a form other than Stock (excepting regular, periodic cash dividends) that has a material effect on the Fair Market Value of shares of Stock, appropriate and proportionate adjustments
shall be made in the number and kind of shares subject to the Plan and to any outstanding Awards, and in the exercise or purchase price per share under any outstanding Award in order to prevent dilution or enlargement of Participants’ rights
under the Plan. For 

  
 18 








 
purposes of the foregoing, conversion of any convertible securities of the Company shall not be treated as “effected without receipt of consideration by the Company.” If a majority
of the shares which are of the same class as the shares that are subject to outstanding Awards are exchanged for, converted into, or otherwise become (whether or not pursuant to an Ownership Change Event) shares of another corporation (the
“New Shares”), the Committee may unilaterally amend the outstanding Awards to provide that such Awards are for New Shares. In the event of any such amendment, the number of shares subject to, and the exercise or purchase price
per share of, the outstanding Awards shall be adjusted in a fair and equitable manner as determined by the Committee, in its discretion. Any fractional share resulting from an adjustment pursuant to this Section shall be rounded down to the
nearest whole number and the exercise or purchase price per share shall be rounded up to the nearest whole cent. In no event may the exercise or purchase price, if any, under any Award be decreased to an amount less than the par value, if any,
of the stock subject to such Award. The Committee in its discretion, may also make such adjustments in the terms of any Award to reflect, or related to, such changes in the capital structure of the Company or distributions as it deems
appropriate. The adjustments determined by the Committee pursuant to this Section shall be final, binding and conclusive. 
 (b) Change
in Control. Subject to the requirements and limitations of Section 409A, if applicable, the Committee may provide for any one or more of the following: 

(i) Accelerated Vesting. In its discretion, the Committee may provide in the grant of any Award or at any other time may take
such action as it deems appropriate to provide for acceleration of the exercisability, vesting and/or settlement in connection with a Change in Control of each or any outstanding Award or portion thereof and shares acquired pursuant thereto upon
such conditions, including termination of the Participant’s Service prior to, upon, or following the Change in Control, and to such extent as the Committee determines. 

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

  
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 (iii) Cash-Out of Outstanding Stock-Based Awards. The Committee may, in its
discretion and without the consent of any Participant, determine that, upon the occurrence of a Change in Control, each or any Award denominated in shares of Stock or portion thereof outstanding immediately prior to the Change in Control and not
previously exercised or settled shall be canceled in exchange for a payment with respect to each vested share (and each unvested share, if so determined by the Committee) of Stock subject to such canceled Award in (1) cash, (2) stock of the Company
or of a corporation or other business entity a party to the Change in Control, or (3) other property which, in any such case, shall be in an amount having a Fair Market Value equal to the Fair Market Value of the consideration to be paid per share
of Stock in the Change in Control, reduced (but not below zero) by the exercise or purchase price per share, if any, under such Award. In the event such determination is made by the Committee, an Award having an exercise or purchase price per
share equal to or greater than the Fair Market Value of the consideration to be paid per share of Stock in the Change in Control may be canceled without payment of consideration to the holder thereof. Payment pursuant to this Section (reduced
by applicable withholding taxes, if any) shall be made to Participants in respect of the vested portions of their canceled Awards as soon as practicable following the date of the Change in Control and in respect of the unvested portions of their
canceled Awards in accordance with the vesting schedules applicable to such Awards. 
 (iv) Effect of Change in Control on Nonemployee
Director Awards. Subject to the requirements and limitations of Section 409A, if applicable, in the event of a Change in Control, each outstanding Nonemployee Director Award shall become immediately exercisable and vested in full and,
except to the extent assumed, continued or substituted for pursuant to Section 12(b)(ii), shall be settled effective immediately prior to the time of consummation of the Change in Control. 

Notwithstanding anything in this Section 12(b) to the contrary, if a payment under an Award Agreement is Section 409A Deferred Compensation
and if the change in control definition contained in the Award Agreement does not comply with the definition of “change of control” for purposes of a distribution under Section 409A, then any payment of an amount that is otherwise
accelerated under this Section will be delayed until the earliest time that such payment would be permissible under Section 409A without triggering any penalties applicable under Section 409A. 

13. Tax Withholding. 

(a) Withholding Requirements. The Company shall have the right to deduct from any and all payments made under the Plan, or to require
the Participant, through payroll withholding, cash payment or otherwise, to make adequate provision for, the federal, state, local and foreign taxes (including social insurance), if any, required by law to be withheld by any Participating Company
with respect to an Award or the shares acquired pursuant thereto. The Company shall have no obligation to deliver shares of Stock, to release shares of Stock from an escrow established pursuant to an Award Agreement, or to make any payment in
cash under the Plan until the Participating Company Group’s tax withholding obligations have been satisfied by the Participant. 
 (b)
Withholding in or Directed Sale of Shares. The Company shall have the right, but not the obligation, to deduct from the shares of Stock issuable to a Participant upon the exercise or settlement of an Award, or to accept from the
Participant the tender of, a number of whole shares of Stock having a Fair Market Value, as determined by the Company, equal to all or any part of the tax withholding obligations of any Participating Company. The Fair Market Value of any shares
of Stock withheld or tendered to satisfy any such tax withholding obligations shall not exceed the amount determined by the applicable minimum statutory withholding rates or such other applicable withholding rates permitted under U.S. generally
accepted accounting principles. The Company may require a Participant to direct a broker, upon the vesting, exercise or settlement of an Award, to sell a portion of the shares subject to the Award determined by the Company in its discretion to
be sufficient to cover the tax withholding obligations of any Participating Company and to remit an amount equal to such tax withholding obligations to such Participating Company in cash. 

  
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 14. Date of Grant. The date of grant of an Award will be, for all purposes, the date on
which the Committee makes the determination granting such Award, or such other later date as is determined by the Committee. Notice of the determination will be provided to each Participant within a reasonable time after the date of such grant. 

15. Term of Plan. The Plan will become effective upon its adoption by the Board. Unless sooner terminated under Section 16, it will
continue in effect for a term of ten (10) years from July 15, 2014. 
 16. 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 will 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, suspension or termination of the Plan shall
affect any then outstanding Award unless expressly provided by the Committee. Except as provided by the next sentence, no amendment, suspension or termination of the Plan may have a materially adverse effect on any then outstanding Award
without the consent of the Participant. Notwithstanding any other provision of the Plan or any Award Agreement to the contrary, the Committee may, in its sole and absolute discretion and without the consent of any Participant, amend the Plan or
any Award Agreement, to take effect retroactively or otherwise, as it deems necessary or advisable for the purpose of conforming the Plan or such Award Agreement to any present or future law, regulation or rule applicable to the Plan, including, but
not limited to, Section 409A. 
 17. Conditions upon Issuance of Shares of Stock. The grant of Awards and the issuance of shares
of Stock or other property pursuant to any Award shall be subject to compliance with all applicable requirements of federal, state and foreign securities law and other applicable laws rules and regulations, approvals by government agencies as may be
required or as the Company deems necessary or advisable, and the requirements of any stock exchange or market system upon which the Stock may then be listed. In addition, no Award may be exercised or shares issued pursuant to an Award unless
(a) a registration statement under the Securities Act shall at the time of such 

  
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exercise or issuance be in effect with respect to the shares issuable pursuant to the Award, or (b) in the opinion of legal counsel to the Company, the shares issuable pursuant to the Award may
be issued in accordance with the terms of an applicable exemption from the registration requirements of the Securities Act. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the
Company’s legal counsel to be necessary to the lawful issuance and sale of any shares under the Plan 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. As a condition to issuance of any Stock, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to
make any representation or warranty with respect thereto as may be requested by the Company. 
 18. Miscellaneous Provisions. 

(a) Repurchase Rights. Stock issued under the Plan may be subject to one or more repurchase options, or other conditions and
restrictions as determined by the Committee in its discretion at the time the Award is granted. The Company shall have the right to assign at any time any repurchase right it may have, whether or not such right is then exercisable, to one or
more persons as may be selected by the Company. Upon request by the Company, each Participant shall execute any agreement evidencing such transfer restrictions prior to the receipt of shares of Stock hereunder and shall promptly present to the
Company any and all certificates representing shares of Stock acquired hereunder for the placement on such certificates of appropriate legends evidencing any such transfer restrictions. 

(b) Forfeiture Events. 

(i) The Committee may specify in an Award Agreement that the Participant’s rights, payments, and benefits with respect to an Award shall
be subject to reduction, cancellation, forfeiture, or recoupment upon the occurrence of specified events, in addition to any otherwise applicable vesting or performance conditions of an Award. Such events may include, but shall not be limited
to, termination of Service for Cause or any act by a Participant, whether before or after termination of Service, that would constitute Cause for termination of Service, or any accounting restatement due to material noncompliance of the Company with
any financial reporting requirements of securities laws as a result of which, and to the extent that, such reduction, cancellation, forfeiture, or recoupment is required by applicable securities laws. 

(ii) If the Company is required to prepare an accounting restatement due to the material noncompliance of the Company, as a result of
misconduct, with any financial reporting requirement under the securities laws, any Participant who knowingly or through gross negligence engaged in the misconduct, or who knowingly or through gross negligence failed to prevent the misconduct, and
any Participant who is one of the individuals subject to automatic forfeiture under Section 304 of the Sarbanes-Oxley Act of 2002, shall reimburse the Company for (1) the amount of any payment in settlement of an Award received by such Participant
during the twelve- (12-) month period following the first public issuance or filing with the United States Securities and Exchange Commission (whichever first occurred) of the financial document embodying such financial reporting requirement, and
(2) any profits realized by such Participant from the sale of securities of the Company during such twelve- (12-) month period. 
 (c)
Provision of Information. Each Participant shall be given access to information concerning the Company equivalent to that information generally made available to the Company’s common stockholders. 

  
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 (d) Rights as Employee, Consultant or Director. No person, even though eligible
pursuant to Section 5, shall have a right to be selected as a Participant, or, having been so selected, to be selected again as a Participant. Nothing in the Plan or any Award granted under the Plan shall confer on any Participant a right to
remain an Employee, Consultant or Director or interfere with or limit in any way any right of a Participating Company to terminate the Participant’s Service at any time. To the extent that an Employee of a Participating Company other than
the Company receives an Award under the Plan, that Award shall in no event be understood or interpreted to mean that the Company is the Employee’s employer or that the Employee has an employment relationship with the Company. 

(e) Rights as a Stockholder. A Participant shall have no rights as a stockholder with respect to any shares covered by an Award
until the date of the issuance of such shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). No adjustment shall be made for dividends, distributions or other rights
for which the record date is prior to the date such shares are issued, except as provided in Section 12(a) or another provision of the Plan. 

(f) Delivery of Title to Shares. Subject to any governing rules or regulations, the Company shall issue or cause to be issued the
shares of Stock acquired pursuant to an Award and shall deliver such shares to or for the benefit of the Participant by means of one or more of the following: (i) by delivering to the Participant evidence of book entry shares of Stock credited to
the account of the Participant, (ii) by depositing such shares of Stock for the benefit of the Participant with any broker with which the Participant has an account relationship, or (iii) by delivering such shares of Stock to the Participant in
certificate form. 
 (g) Fractional Shares. The Company shall not be required to issue fractional shares upon the exercise or
settlement of any Award. 
 (h) Retirement and Welfare Plans. Neither Awards made under this Plan nor shares of Stock or cash
paid pursuant to such Awards may be included as “compensation” for purposes of computing the benefits payable to any Participant under any Participating Company’s retirement plans (both qualified and non-qualified) or welfare benefit
plans unless such other plan expressly provides that such compensation shall be taken into account in computing a Participant’s benefit. 

(i) Beneficiary Designation. Subject to local laws and procedures, each Participant may file with the Company a written
designation of a beneficiary who is to receive any benefit under the Plan to which the Participant is entitled in the event of such Participant’s death before he or she receives any or all of such benefit. Each designation will revoke all
prior designations by the same Participant, shall be in a form prescribed by the Company, and will be effective only when filed by the Participant in writing with the Company during the Participant’s lifetime. If a married Participant
designates a beneficiary other than the Participant’s spouse, the effectiveness of such designation may be subject to the consent of the Participant’s spouse. If a Participant dies without an effective designation of a beneficiary who
is living at the time of the Participant’s death, the Company will pay any remaining unpaid benefits to the Participant’s legal representative. 

  
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 (j) Severability. If any one or more of the provisions (or any part thereof) of this
Plan shall be held invalid, illegal or unenforceable in any respect, such provision shall be modified so as to make it valid, legal and enforceable, and the validity, legality and enforceability of the remaining provisions (or any part thereof) of
the Plan shall not in any way be affected or impaired thereby. 
 (k) No Constraint on Corporate Action. Nothing in this Plan
shall be construed to: (i) limit, impair, or otherwise affect the Company’s or another Participating Company’s right or power to make adjustments, reclassifications, reorganizations, or changes of its capital or business structure, or to
merge or consolidate, or dissolve, liquidate, sell, or transfer all or any part of its business or assets; or (ii) limit the right or power of the Company or another Participating Company to take any action which such entity deems to be necessary or
appropriate. 
 (l) Unfunded Obligation. Participants shall have the status of general unsecured creditors of the
Company. Any amounts payable to Participants pursuant to the Plan shall be considered unfunded and unsecured obligations for all purposes, including, without limitation, Title I of the Employee Retirement Income Security Act of 1974. No
Participating Company shall be required to segregate any monies from its general funds, or to create any trusts, or establish any special accounts with respect to such obligations. The Company shall retain at all times beneficial ownership of
any investments, including trust investments, which the Company may make to fulfill its payment obligations hereunder. Any investments or the creation or maintenance of any trust or any Participant account shall not create or constitute a trust
or fiduciary relationship between the Committee or any Participating Company and a Participant, or otherwise create any vested or beneficial interest in any Participant or the Participant’s creditors in any assets of any Participating
Company. The Participants shall have no claim against any Participating Company for any changes in the value of any assets which may be invested or reinvested by the Company with respect to the Plan. 

(m) No Representations or Covenants with respect to Tax Qualification. Although the Company may endeavor to (i) qualify an Award for
favorable tax treatment under the laws of the United States or jurisdictions outside of the United States (e.g., Incentive Stock Options under Section 422 of the Code or French-qualified stock options) or (ii) avoid adverse tax treatment (e.g.,
under Section 409A), the Company makes no representation to that effect and expressly disavows any covenant to maintain favorable or avoid unfavorable tax treatment, anything to the contrary in this Plan, including Section 10 hereof,
notwithstanding. The Company shall be unconstrained in its corporate activities without regard to the potential negative tax impact on holders of Awards under the Plan. 

(n) Choice of Law. Except to the extent governed by applicable federal law, the validity, interpretation, construction and
performance of the Plan and each Award Agreement shall be governed by the laws of the State of Texas, without regard to its conflict of law rules. 

  
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