EX-10.4



 Exhibit 10.4 

HEALTHEQUITY, INC. 

2009 STOCK PLAN 

ADOPTED EFFECTIVE MARCH 26, 2009 (AS AMENDED MAY 9, 2013)

 HEALTHEQUITY, INC. 2009 STOCK PLAN 

SECTION 1. ESTABLISHMENT AND PURPOSE. 

The purpose of the Plan is to offer selected individuals an opportunity to acquire a proprietary interest in the success of the Company, or to
increase such interest, by purchasing Shares of the Company’s Stock. The Plan provides both for the direct award or sale of Shares and for the grant of Nonstatutory Stock Options to purchase Shares. ISOs may not be granted under the Plan. 

Capitalized terms are defined in Section 12. 

SECTION 2. ADMINISTRATION. 

(a) Committees of the Board of Directors. The Plan may be administered by one or more Committees. Each Committee shall consist of one or
more members of the Board of Directors who have been appointed by the Board of Directors. Each Committee shall have such authority and be responsible for such functions as the Board of Directors has assigned to it. If no Committee has been
appointed, the entire Board of Directors shall administer the Plan. Any reference to the Board of Directors in the Plan shall be construed as a reference to the Committee (if any) to whom the Board of Directors has assigned a particular function.

 (b) Authority of the Board of Directors. Subject to the provisions of the Plan, the Board of Directors shall have full authority
and discretion to take any actions it deems necessary or advisable for the administration of the Plan. All decisions, interpretations and other actions of the Board of Directors shall be final and binding on all Purchasers, all Optionees and all
persons deriving their rights from a Purchaser or Optionee. 







 SECTION 3. ELIGIBILITY. 

(a) General Rule. Only Employees, Outside Directors and Officers shall be eligible for the grant of Options or the direct award or sale
of Shares. 
 (b) Ten-Percent Stockholders. An individual who owns more than 10% of the total
combined voting power of all classes of outstanding stock of the Company, its Parent or any of its Subsidiaries shall not be eligible for designation as an Optionee or Purchaser unless (i) the Exercise Price is at least 110% of the Fair Market
Value of a Share on the date of grant, and (ii) the Purchase Price (if any) is at least 100% of the Fair Market Value of a Share. For purposes of this Subsection (b), in determining stock ownership, the attribution rules of
Section 424(d) of the Code shall be applied. 
 SECTION 4. STOCK SUBJECT TO PLAN. 

(a) Basic Limitation. Shares offered under the Plan may be authorized but unissued Shares or treasury Shares. The aggregate number of
Shares that may be issued under the Plan (upon exercise of Options or other rights to acquire Shares) shall not exceed 3,365,000 Shares, subject to adjustment pursuant to Section 8. The number of Shares that are subject to Options or other
rights outstanding at any time under the Plan shall not exceed the number of Shares that then remain available for issuance under the Plan. The Company, during the term of the Plan, shall at all times reserve and keep available sufficient Shares to
satisfy the requirements of the Plan. 
 (b) Additional Shares. In the event that any outstanding Option or other right for any reason
expires or is canceled or otherwise terminated, the Shares allocable to the unexercised portion of such Option or other right shall again be available for the purposes of the Plan. In the event that Shares issued under the Plan are reacquired by the
Company pursuant to any right of first refusal, such Shares shall again be available for the purposes of the Plan. 
 SECTION 5. TERMS AND CONDITIONS
OF AWARDS OR SALES. 
 (a) Stock Purchase Agreement. Each award or sale of Shares under the Plan (other than upon
exercise of an Option) shall be evidenced by a Stock Purchase Agreement between the Purchaser and the Company. Such award or sale shall be subject to all applicable terms and conditions of the Plan and may be subject to any other terms and
conditions which are not inconsistent with the Plan and which the Board of Directors deems appropriate for inclusion in a Stock Purchase Agreement. The provisions of the various Stock Purchase Agreements entered into under the Plan need not be
identical. 
 (b) Duration of Offers and Nontransferability of Rights. Any right to acquire Shares under the Plan (other than an
Option) shall automatically expire if not exercised by the Purchaser within 30 days after the grant of such right was communicated to the Purchaser by the Company. Such right shall not be transferable and shall be exercisable only by the Purchaser
to whom such right was granted. 

  
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 (c) Purchase Price. The Purchase Price of Shares to be offered under the Plan shall not be
less than 85% of the Fair Market Value of such Shares, and a higher percentage may be required by Section 3(b). Subject to the preceding sentence, the Purchase Price shall be determined by the Board of Directors at its sole discretion. The
Purchase Price shall be payable in a form described in Section 7. 
 (d) Withholding Taxes. As a condition to the purchase of
Shares, the Purchaser shall make such arrangements as the Board of Directors may require for the satisfaction of any federal, state, local or foreign withholding tax obligations that may arise in connection with such purchase. 

(e) Restrictions on Transfer of Shares and Minimum Vesting. Any Shares awarded or sold under the Plan shall be subject to such special
rights of first refusal and other transfer restrictions as the Board of Directors may determine. Such restrictions shall be set forth in the applicable Stock Purchase Agreement and shall apply in addition to any restrictions that may apply to
holders of Shares generally. 
 (f) Accelerated Vesting. Unless the applicable Stock Purchase Agreement provides otherwise, any stock
purchase rights shall become vested if the Company is subject to a Change in Control before the Purchaser’s Service terminates. The terms of vesting are the following: (i) upon the occurrence of a Change of Control that involves an initial
public offering of the Company’s stock, 50% of all Shares shall become vested; and (ii) upon the occurrence of any other Change of Control, 100% of all Shares shall become vested. 

SECTION 6. TERMS AND CONDITIONS OF OPTIONS. 

(a) Stock Option Agreement. Each grant of an Option under the Plan shall be evidenced by a Stock Option Agreement between the Optionee
and the Company. Such Option shall be subject to all applicable terms and conditions of the Plan and may be subject to any other terms and conditions which are not inconsistent with the Plan and which the Board of Directors deems appropriate for
inclusion in a Stock Option Agreement. The provisions of the various Stock Option Agreements entered into under the Plan need not be identical. 

(b) Number of Shares. Each Stock Option Agreement shall specify the number of Shares that are subject to the Option and shall provide
for the adjustment of such number in accordance with Section 8. The Stock Option Agreement shall also specify that the Option is a Nonstatutory Option. 

(c) Exercise Price. Each Stock Option Agreement shall specify the Exercise Price. The Exercise Price of any Option shall not be less
than 85% of the Fair Market Value of a Share on the date of grant, and a higher percentage may be required by Section 3(b). Subject to the preceding two sentences, the Exercise Price under any Option shall be determined by the Board of
Directors at its sole discretion. The Exercise Price shall be payable in a form described in Section 7. 

  
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 (d) Withholding Taxes. As a condition to the exercise of an Option, the Optionee shall
make such arrangements as the Board of Directors may require for the satisfaction of any federal, state, local or foreign withholding tax obligations that may arise in connection with such exercise. The Optionee shall also make such arrangements as
the Board of Directors may require for the satisfaction of any federal, state, local or foreign withholding tax obligations that may arise in connection with the disposition of Shares acquired by exercising an Option. 

(e) Exercisability. Each Stock Option Agreement shall specify the date when all or any installment of the Option is to become
exercisable. 
 (f) Accelerated Exercisability. Unless the applicable Stock Option Agreement provides otherwise, all of an
Optionee’s Options shall become exercisable in full if (i) the Company is subject to a Change in Control before the Optionee’s Service terminates, (ii) such Options do not remain outstanding, (iii) such Options are not
assumed by the surviving corporation or its parent and (iv) the surviving corporation or its parent does not substitute options with substantially the same terms for such Options. 

(g) Basic Term. The Stock Option Agreement shall specify the term of the Option. The term shall not exceed 10 years from the date of
grant, and a shorter term may be required by Section 3(b). Subject to the preceding sentence, the Board of Directors at its sole discretion shall determine when an Option is to expire. 

(h) Nontransferability. No Option shall be transferable by the Optionee other than by beneficiary designation, will or the laws of
descent and distribution. An Option may be exercised during the lifetime of the Optionee only by the Optionee or by the Optionee’s guardian or legal representative. No Option or interest therein may be transferred, assigned, pledged or
hypothecated by the Optionee during the Optionee’s lifetime, whether by operation of law or otherwise, or be made subject to execution, attachment or similar process. 

(i) Termination of Service (Except by Death). If an Optionee’s Service terminates for any reason other than the Optionee’s
death, then the Optionee’s Options shall expire on the earliest of the following occasions: 
 (i) The expiration date
determined pursuant to Subsection (g) above; 
 (ii) The date three months after the termination of the Optionee’s
Service for any reason other than Disability, or such later date as the Board of Directors may determine; or 

  
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 (iii) The date six months after the termination of the Optionee’s Service by
reason of Disability, or such later date as the Board of Directors may determine. 
 The Optionee may exercise all or part of the Optionee’s Options at
any time before the expiration of such Options under the preceding sentence, but only to the extent that such Options had become exercisable before the Optionee’s Service terminated (or became exercisable as a result of the termination) and the
underlying Shares had vested before the Optionee’s Service terminated (or vested as a result of the termination). The balance of such Options shall lapse when the Optionee’s Service terminates. In the event that the Optionee dies after the
termination of the Optionee’s Service but before the expiration of the Optionee’s Options, all or part of such Options may be exercised (prior to expiration) by the executors or administrators of the Optionee’s estate or by any person
who has acquired such Options directly from the Optionee by beneficiary designation, bequest or inheritance, but only to the extent that such Options had become exercisable before the Optionee’s Service terminated (or became exercisable as a
result of the termination) and the underlying Shares had vested before the Optionee’s Service terminated (or vested as a result of the termination). 

(j) Leaves of Absence. For purposes of Subsection (i) above, Service shall be deemed to continue while the Optionee is on a bona
fide leave of absence, if such leave was approved by the Company in writing and if continued crediting of Service for this purpose is expressly required by the terms of such leave or by applicable law (as determined by the Company). 

(k) Death of Optionee. If an Optionee dies while the Optionee is in Service, then the Optionee’s Options shall expire on the
earlier of the following dates: 
 (i) The expiration date determined pursuant to Subsection (g) above; or 

(ii) The date 12 months after the Optionee’s death. 

All or part of the Optionee’s Options may be exercised at any time before the expiration of such Options under the preceding sentence by the executors or
administrators of the Optionee’s estate or by any person who has acquired such Options directly from the Optionee by beneficiary designation, bequest or inheritance, but only to the extent that such Options had become exercisable before the
Optionee’s death or became exercisable as a result of the death. The balance of such Options shall lapse when the Optionee dies. 
 (l)
No Rights as a Stockholder. An Optionee, or a transferee of an Optionee, shall have no rights as a stockholder with respect to any Shares covered by the Optionee’s Option until such person becomes entitled to receive such Shares by
filing a notice of exercise and paying the Exercise Price pursuant to the terms of such Option. 

  
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 (m) Modification, Extension and Assumption of Options. Within the limitations of the Plan,
the Board of Directors may modify, extend or assume outstanding Options or may accept the cancellation of outstanding Options (whether granted by the Company or another issuer) in return for the grant of new Options for the same or a different
number of Shares and at the same or a different Exercise Price. The foregoing notwithstanding, no modification of an Option shall, without the consent of the Optionee, impair the Optionee’s rights or increase the Optionee’s obligations
under such Option. 
 (n) Restrictions on Transfer of Shares and Minimum Vesting. Any Shares issued upon exercise of an Option shall
be subject to such special rights of first refusal and other transfer restrictions as the Board of Directors may determine. Such restrictions shall be set forth in the applicable Stock Option Agreement and shall apply in addition to any restrictions
that may apply to holders of Shares generally. 
 (o) Accelerated Vesting. Unless the applicable Option Agreement provides otherwise,
any Options shall become vested if the Company is subject to a Change in Control before the Purchaser’s Service terminates. The terms of vesting are the following: (i) upon the occurrence of a Change of Control that involves an initial
public offering of the Company’s stock, 50% of all Shares shall become vested; and (ii) upon the occurrence of any other Change of Control, 100% of all Shares shall become vested. 

SECTION 7. PAYMENT FOR SHARES. 

(a) General Rule. The entire Purchase Price or Exercise Price of Shares issued under the Plan shall be payable in cash or cash
equivalents at the time when such Shares are purchased, except as otherwise provided in this Section 7. 
 (b) Surrender of
Stock. To the extent that a Stock Option Agreement so provides, all or any part of the Exercise Price may be paid by surrendering, or attesting to the ownership of, Shares that are already owned by the Optionee. Such Shares shall be surrendered
to the Company in good form for transfer and shall be valued at their Fair Market Value on the date when the Option is exercised. The Optionee shall not surrender, or attest to the ownership of, Shares in payment of the Exercise Price if such action
would cause the Company to recognize compensation expense (or additional compensation expense) with respect to the Option for financial reporting purposes. 

(c) Services Rendered. At the discretion of the Board of Directors, Shares may be awarded under the Plan in consideration of services
rendered to the Company, a Parent or a Subsidiary prior to the award. 
 (d) Promissory Note. To the extent that a Stock Option
Agreement or Stock Purchase Agreement so provides, all or a portion of the Exercise Price or Purchase Price (as the case may be) of Shares issued under the Plan may be paid with a full-recourse promissory note. However, the par value of the Shares,
if newly issued, shall be paid in cash or cash equivalents. The Shares shall be pledged as security for payment of the principal amount of the promissory note and interest thereon. The interest rate payable under


  
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the terms of the promissory note shall not be less than the minimum rate (if any) required to avoid the imputation of additional interest under the Code. Subject to the foregoing, the Board of
Directors (at its sole discretion) shall specify the term, interest rate, amortization requirements (if any) and other provisions of such note. 

(e) Exercise/Sale. To the extent that a Stock Option Agreement so provides, and if Stock is publicly traded, payment may be made all or
in part by the delivery (on a form prescribed by the Company) of an irrevocable direction to a securities broker approved by the Company to sell Shares and to deliver all or part of the sales proceeds to the Company in payment of all or part of the
Exercise Price and any withholding taxes. 
 (f) Exercise/Pledge. To the extent that a Stock Option Agreement so provides, and if
Stock is publicly traded, payment may be made all or in part by the delivery (on a form prescribed by the Company) of an irrevocable direction to pledge Shares to a securities broker or lender approved by the Company, as security for a loan, and to
deliver all or part of the loan proceeds to the Company in payment of all or part of the Exercise Price and any withholding taxes. 
 SECTION 8.
ADJUSTMENT OF SHARES. 
 (a) General. In the event of a subdivision of the outstanding Stock, a declaration of a
dividend payable in Shares, a declaration of an extraordinary dividend payable in a form other than Shares in an amount that has a material effect on the Fair Market Value of the Stock, a combination or consolidation of the outstanding Stock into a
lesser number of Shares, a recapitalization, a spin-off, a reclassification or a similar occurrence, the Board of Directors shall make appropriate adjustments in one or more of (i) the number of Shares available for future grants under
Section 4, (ii) the number of Shares covered by each outstanding Option or (iii) the Exercise Price under each outstanding Option. 

(b) Mergers and Consolidations. In the event that the Company is a party to a merger or consolidation, outstanding Options shall be
subject to the agreement of merger or consolidation. Such agreement, without the Optionees’ consent, may provide for: 

(i) The continuation of such outstanding Options by the Company (if the Company is the surviving corporation); 

(ii) The assumption of the Plan and such outstanding Options by the surviving corporation or its parent; 

(iii) The substitution by the surviving corporation or its parent of options with substantially the same terms for such
outstanding Options; or 
 (iv) The cancellation of such outstanding Options without payment of any consideration. 

  
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 (c) Reservation of Rights. Except as provided in this Section 8, an Optionee or
Purchaser shall have no rights by reason of (i) any subdivision or consolidation of shares of stock of any class, (ii) the payment of any dividend or (iii) any other increase or decrease in the number of shares of stock of any class.
Any issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number or Exercise Price of Shares
subject to an Option. The grant of an Option pursuant to the Plan shall not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations or changes of its capital or business structure, to merge or
consolidate or to dissolve, liquidate, sell or transfer all or any part of its business or assets. 
 SECTION 9. SECURITIES LAW
REQUIREMENTS. 
 (a) General. Shares shall not be issued under the Plan unless the issuance and delivery of such Shares
comply with (or are exempt from) all applicable requirements of law, including (without limitation) the Securities Act of 1933, as amended, the rules and regulations promulgated thereunder, state securities laws and regulations, and the regulations
of any stock exchange or other securities market on which the Company’s securities may then be traded. 
 (b) Financial Reports.
The Company each year shall furnish to Optionees, Purchasers and stockholders who have received Stock under the Plan its balance sheet and income statement, unless such Optionees, Purchasers or stockholders are key Employees whose duties with the
Company assure them access to equivalent information. Such balance sheet and income statement need not be audited. 
 SECTION 10. NO RETENTION
RIGHTS. 
 Nothing in the Plan or in any right or Option granted under the Plan shall confer upon the Purchaser or Optionee
any right to continue in Service for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Company (or any Parent or Subsidiary employing or retaining the Purchaser or Optionee) or of the Purchaser or
Optionee, which rights are hereby expressly reserved by each, to terminate his or her Service at any time and for any reason, with or without cause. 

SECTION 11. DURATION AND AMENDMENTS. 

(a) Term of the Plan. The Plan, as set forth herein, shall become effective on the date of its adoption by the Board of Directors. The
Plan shall terminate automatically 10 years after its adoption by the Board of Directors and may be terminated on any earlier date pursuant to Subsection (b) below. 

(b) Right to Amend or Terminate the Plan. The Board of Directors may amend, suspend or terminate the Plan at any time and for any
reason. 

  
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 (c) Effect of Amendment or Termination. No Shares shall be issued or sold under the Plan
after the termination thereof, except upon exercise of an Option granted prior to such termination. The termination of the Plan, or any amendment thereof, shall not affect any Share previously issued or any Option previously granted under the Plan.

 SECTION 12. DEFINITIONS. 

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

(b) “Change in Control” shall mean: 

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

(ii) The sale, transfer or other disposition of all or substantially all of the Company’s assets. 

A transaction shall not constitute a Change in Control if its sole purpose is to change the state of the Company’s incorporation or 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. 

(c) “Code” shall mean the Internal Revenue Code of 1986, as amended. 

(d) “Committee” shall mean a committee of the Board of Directors, as described in Section 2(a). 

(e) “Company” shall mean HealthEquity, Inc., a Delaware corporation. 

(g) “Disability” shall mean that the Optionee is unable to engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment. 
 (h) “Employee” shall mean any individual who is a
common-law employee of the Company, a Parent or a Subsidiary. 
 (i) “Exercise Price” shall
mean the amount for which one Share may be purchased upon exercise of an Option, as specified by the Board of Directors in the applicable Stock Option Agreement. 

  
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 (j) “Fair Market Value” shall mean the fair market value of a Share, as determined by
the Board of Directors in good faith. Such determination shall be conclusive and binding on all persons. 
 (k) “ISO” shall mean an
employee incentive stock option described in Section 422(b) of the Code. 
 (l) “Nonstatutory Option” shall mean a stock
option not described in Sections 422(b) or 423(b) of the Code. 
 (m) “Officer” shall mean any person who is an officer of the
Company, a Parent or a Subsidiary, regardless of whether they are an Employee. 
 (n) “Option” shall mean a Nonstatutory Option
granted under the Plan and entitling the holder to purchase Shares. 
 (o) “Optionee” shall mean an individual who holds an Option.

 (p) “Outside Director” shall mean a member of the Board of Directors who is not an Employee. 

(q) “Parent” shall mean any corporation (other than the Company) in an unbroken chain of corporations ending with the Company, if
each of the corporations other than the Company owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. A corporation that attains the status of a Parent on a date
after the adoption of the Plan shall be considered a Parent commencing as of such date. 
 (r) “Plan” shall mean this HealthEquity,
Inc. 2009 Stock Plan. 
 (s) “Purchase Price” shall mean the consideration for which one Share may be acquired under the Plan
(other than upon exercise of an Option), as specified by the Board of Directors. 
 (t) “Purchaser” shall mean an individual to
whom the Board of Directors has offered the right to acquire Shares under the Plan (other than upon exercise of an Option). 
 (u)
“Service” shall mean service as an Employee, Officer or Outside Director. 
 (v) “Share” shall mean one share of Stock,
as adjusted in accordance with Section 8 (if applicable). 
 (w) “Stock” shall mean the Common Stock of the Company, with no
par value. 
 (x) “Stock Option Agreement” shall mean the agreement between the Company and an Optionee which contains the terms,
conditions and restrictions pertaining to the Optionee’s Option. 

  
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 (y) “Stock Purchase Agreement” shall mean the agreement between the Company and a
Purchaser who acquires Shares under the Plan which contains the terms, conditions and restrictions pertaining to the acquisition of such Shares. 

(z) “Subsidiary” means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company, if
each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. A corporation that attains
the status of a Subsidiary on a date after the adoption of the Plan shall be considered a Subsidiary commencing as of such date. 
 SECTION 13.
EXECUTION. 
 To record the adoption of the Plan by the Board of Directors, the Company has caused its authorized officer
to execute the same. 
  

			
	HEALTHEQUITY, INC.
		
	By:	 	 /s/ Darcy Mott

	Title:	 	Chief Financial Officer



  
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 THE OPTION GRANTED PURSUANT TO THIS AGREEMENT AND THE SHARES ISSUABLE UPON THE EXERCISE THEREOF HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH
REGISTRATION IS NOT REQUIRED. 
 HEALTHEQUITY, INC. 2009 STOCK
PLAN 
 STOCK OPTION AGREEMENT 

SECTION 1. GRANT OF OPTION. 
 (a)
Option. On the terms and conditions set forth in the Notice of Stock Option Grant and this Agreement, the Company grants to the Optionee on the Date of Grant the option to purchase at the Exercise Price the number of Shares set forth in the
Notice of Stock Option Grant. The Exercise Price is agreed to be at least 100% of the Fair Market Value per Share on the Date of Grant (110% of Fair Market Value if Section 3(b) of the Plan applies). This option is intended to be an ISO or a
Nonstatutory Option, as provided in the Notice of Stock Option Grant.  
 (b) Stock Plan and Defined Terms. This option
is granted pursuant to the Plan, a copy of which the Optionee acknowledges having received. The provisions of the Plan are incorporated into this Agreement by this reference. Capitalized terms are defined in Section 13 of this Agreement.

 SECTION 2. RIGHT TO EXERCISE. 

(a) Exercisability. Subject to Subsections (b) and (c) below and the other conditions set forth in this Agreement, all
or part of this option may be exercised prior to its expiration at the time or times set forth in the Notice of Stock Option Grant. Shares purchased by exercising this option may be subject to the vesting schedule, if any, set forth on the Notice of
Stock Option Grant.  
 (b) $100,000 Limitation. If this option is designated as an ISO in the Notice of Stock Option
Grant, then the Optionee’s right to exercise this option shall be deferred to the extent (and only to the extent) that this option otherwise would not be treated as an ISO by reason of the $100,000 annual limitation under Section 422(d) of
the Code, except that: 
 (i) The Optionee’s right to exercise this option shall in any event become exercisable
at least as rapidly as 20% per year over the five-year period commencing on the Date of Grant, unless the Optionee is an officer of the Company, an Outside Director or a Consultant; and 







 (ii) The Optionee’s right to exercise this option shall no longer be
deferred if (A) the Company is subject to a Change in Control before the Optionee’s Service terminates, (B) this option does not remain outstanding, (C) this option is not assumed by the surviving corporation or its parent and
(D) the surviving corporation or its parent does not substitute an option with substantially the same terms for this option. 

(c) Stockholder Approval. Any other provision of this Agreement notwithstanding, no portion of this option shall be exercisable
at any time prior to the approval of the Plan by the Company’s stockholders. 
 SECTION 3. NO TRANSFER OR ASSIGNMENT OF OPTION. 

Except as otherwise provided in this Agreement, this option and the rights and privileges conferred hereby shall not be sold, pledged or
otherwise transferred (whether by operation of law or otherwise) and shall not be subject to sale under execution, attachment, levy or similar process. 

SECTION 4. EXERCISE PROCEDURES. 

(a) Notice of Exercise. The Optionee or the Optionee’s representative may exercise this option by giving written notice to
the Company pursuant to Section 12(c). The notice shall specify the election to exercise this option, the number of Shares for which it is being exercised and the form of payment. The notice shall be signed by the person exercising this option.
In the event that this option is being exercised by the representative of the Optionee, the notice shall be accompanied by proof (satisfactory to the Company) of the representative’s right to exercise this option. The Optionee or the
Optionee’s representative shall deliver to the Company, at the time of giving the notice, payment in a form permissible under Section 5 for the full amount of the Purchase Price. 

(b) Issuance of Shares. After receiving a proper notice of exercise together with the signed Counterpart Signature Agreement as
provided by Section 7, the Company shall cause to be issued a certificate or certificates for the Shares as to which this option has been exercised, registered in the name of the person exercising this option (or in the names of such person and
his or her spouse as community property or as joint tenants with right of survivorship). The Company shall cause such certificate or certificates to be deposited in escrow or delivered to or upon the order of the person exercising this option.

 (c) Withholding Taxes. In the event that the Company determines that it is required to withhold any tax as a result of
the exercise of this option, the Optionee, as a condition to the exercise of this option, shall make arrangements satisfactory to the Company to enable it to satisfy all withholding requirements. The Optionee shall also make arrangements
satisfactory to the Company to enable it to satisfy any withholding requirements that may arise in connection with the vesting or disposition of Shares purchased by exercising this option. 

SECTION 5. PAYMENT FOR STOCK. 
 (a)
Cash. All or part of the Purchase Price may be paid in cash or cash equivalents. 

  
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 (b) Surrender of Stock. All or any part of the Purchase Price may be paid by
surrendering, or attesting to the ownership of, Shares that are already owned by the Optionee. Such Shares shall be surrendered to the Company in good form for transfer and shall be valued at their Fair Market Value on the date when this option is
exercised. The Optionee shall not surrender, or attest to the ownership of, Shares in payment of the Purchase Price if such action would cause the Company to recognize compensation expense (or additional compensation expense) with respect to this
option for financial reporting purposes. 
 (c) Exercise/Sale. If Stock is publicly traded, all or part of the Purchase
Price and any withholding taxes may be paid by the delivery (on a form prescribed by the Company) of an irrevocable direction to a securities broker approved by the Company to sell Shares and to deliver all or part of the sales proceeds to the
Company. 
 (d) Exercise/Pledge. If Stock is publicly traded, all or part of the Purchase Price and any withholding
taxes may be paid by the delivery (on a form prescribed by the Company) of an irrevocable direction to pledge Shares to a securities broker or lender approved by the Company, as security for a loan, and to deliver all or part of the loan proceeds to
the Company. 
 (e) Promissory Note. All or part of the Purchase Price may be paid with a full-recourse promissory note.
However, the par value of the Shares, if newly issued, shall be paid in cash or cash equivalents. The Shares shall be pledged as security for payment of the principal amount of the promissory note and interest thereon. The interest rate payable
under the terms of the promissory note shall not be less than the minimum rate (if any) required to avoid the imputation of additional interest under the Code. Subject to the foregoing, the Board of Directors (at its sole discretion) shall specify
the term, interest rate, amortization requirements (if any) and other provisions of such note. 
 SECTION 6. TERM AND EXPIRATION. 

(a) Basic Term. This option shall in any event expire on the expiration date set forth in the Notice of Stock Option Grant, which
date is 10 years after the Date of Grant (five years after the Date of Grant if this option is designated as an ISO in the Notice of Stock Option Grant and Section 3(b) of the Plan applies).  

(b) Termination of Service (Except by Death). If the Optionee’s Service terminates for any reason other than death, then
this option shall expire on the earliest of the following occasions: 
 (i) The expiration date determined pursuant to
Subsection (a) above; 
 (ii) The date three months after the termination of the Optionee’s Service for any reason
other than Disability; or 
 (iii) The date six months after the termination of the Optionee’s Service by reason of
Disability. 

  
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 The Optionee may exercise all or part of this option at any time before its expiration under the preceding
sentence, but only to the extent that this option had become exercisable for vested shares before the Optionee’s Service terminated. When the Optionee’s Service terminates, this option shall expire immediately with respect to the number of
Shares for which this option is not yet exercisable and with respect to any Restricted Shares. In the event that the Optionee dies after termination of Service but before the expiration of this option, all or part of this option may be exercised
(prior to expiration) by the executors or administrators of the Optionee’s estate or by any person who has acquired this option directly from the Optionee by beneficiary designation, bequest or inheritance, but only to the extent that this
option had become exercisable before the Optionee’s Service terminated. 
 (c) Death of the Optionee. If the Optionee dies
while in Service, then this option shall expire on the earlier of the following dates: 
 (i) The expiration date
determined pursuant to Subsection (a) above; or 
 (ii) The date 12 months after the Optionee’s death. 

All or part of this option may be exercised at any time before its expiration under the preceding sentence by the executors or administrators of the
Optionee’s estate or by any person who has acquired this option directly from the Optionee by beneficiary designation, bequest or inheritance, but only to the extent that this option had become exercisable before the Optionee’s death. When
the Optionee dies, this option shall expire immediately with respect to the number of Shares for which this option is not yet exercisable and with respect to any Restricted Shares. 

(d) Leaves of Absence. For any purpose under this Agreement, Service shall be deemed to continue while the Optionee is on a bona
fide leave of absence, if such leave was approved by the Company in writing and if continued crediting of Service for such purpose is expressly required by the terms of such leave or by applicable law (as determined by the Company).  

(e) Notice Concerning ISO Treatment. If this option is designated as an ISO in the Notice of Stock Option Grant, it ceases to qualify
for favorable tax treatment as an ISO to the extent it is exercised (i) more than three months after the date the Optionee ceases to be an Employee for any reason other than death or permanent and total disability (as defined in
Section 22(e)(3) of the Code), (ii) more than 12 months after the date the Optionee ceases to be an Employee by reason of such permanent and total disability or (iii) after the Optionee has been on a leave of absence for more than 90
days, unless the Optionee’s reemployment rights are guaranteed by statute or by contract. 
 SECTION 7. STOCKHOLDERS AGREEMENT. 

The Company agreed in the Stockholders Agreement, in connection with its private offering of Series C Preferred Stock, to require employees,
including Optionee, to execute and deliver an agreement containing certain transfer restrictions and rights of first refusal, tag-along rights and drag-along rights. In furtherance of the Company’s obligations under the Stockholders Agreement,
the Company is requiring as a condition to the issuance of the Shares pursuant to the exercise of this option that each Optionee agree to become a party and be bound by the Stockholders Agreement (except for Section 2 thereof which does not
apply). Optionee shall evidence such agreement by signing and delivering to the Company a Counterpart Signature Page in such form as the Company in its sole discretion determines. 

  
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 SECTION 8. LEGALITY OF INITIAL ISSUANCE. 

No Shares shall be issued upon the exercise of this option unless and until the Company has determined that: 

(a) It and the Optionee have taken any actions required to register the Shares under the Securities Act or to perfect an exemption from the
registration requirements thereof; 
 (b) Any applicable listing requirement of any stock exchange or other securities market on which Stock
is listed has been satisfied; and 
 (c) Any other applicable provision of state or federal law has been satisfied. 

SECTION 9. NO REGISTRATION RIGHTS. 
 The
Company may, but shall not be obligated to, register or qualify the sale of Shares under the Securities Act or any other applicable law. The Company shall not be obligated to take any affirmative action in order to cause the sale of Shares under
this Agreement to comply with any law. 
 SECTION 10. RESTRICTIONS ON TRANSFER. 

(a) Securities Law Restrictions. Regardless of whether the offering and sale of Shares under the Plan have been registered under
the Securities Act or have been registered or qualified under the securities laws of any state, the Company at its discretion may impose restrictions upon the sale, pledge or other transfer of such Shares (including the placement of appropriate
legends on stock certificates or the imposition of stop-transfer instructions) if, in the judgment of the Company, such restrictions are necessary or desirable in order to achieve compliance with the
Securities Act, the securities laws of any state or any other law. 
 (b) Market Stand-Off. In connection with any underwritten
public offering by the Company of its equity securities pursuant to an effective registration statement filed under the Securities Act, including the Company’s initial public offering, the Optionee shall not directly or indirectly sell, make
any short sale of, loan, hypothecate, pledge, offer, grant or sell any option or other contract for the purchase of, purchase any option or other contract for the sale of, or otherwise dispose of or transfer, or agree to engage in any of the
foregoing transactions with respect to, any Shares acquired under this Agreement without the prior written consent of the Company or its underwriters. Such restriction (the “Market Stand-Off”) shall be in effect for such period of time
following the date of the final prospectus for the offering as may be requested by the Company or such underwriters. In no event, however, shall such period exceed 180 days. The Market Stand-Off shall in any event terminate two years after the date
of the Company’s initial public offering. In the event of the declaration of a stock dividend, a spin-off, a stock split, an adjustment in conversion ratio, a recapitalization or a similar transaction
affecting the Company’s outstanding securities without receipt of consideration, any new, substituted or additional securities which are by reason of such transaction distributed with 

  
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respect to any Shares subject to the Market Stand-Off, or into which such Shares thereby become convertible, shall immediately be subject to the Market Stand-Off. In order to enforce the Market
Stand-Off, the Company may impose stop-transfer instructions with respect to the Shares acquired under this Agreement until the end of the applicable stand-off period. The Company’s underwriters shall be beneficiaries of the agreement set forth
in this Subsection (b). This Subsection (b) shall not apply to Shares registered in the public offering under the Securities Act, and the Optionee shall be subject to this Subsection (b) only if the directors and officers of the Company
are subject to similar arrangements. 
 (c) Investment Intent at Grant. The Optionee represents and agrees that the Shares to
be acquired upon exercising this option will be acquired for investment, and not with a view to the sale or distribution thereof. 

(d) Investment Intent at Exercise. In the event that the sale of Shares under the Plan is not registered under the Securities Act
but an exemption is available which requires an investment representation or other representation, the Optionee shall represent and agree at the time of exercise that the Shares being acquired upon exercising this option are being acquired for
investment, and not with a view to the sale or distribution thereof, and shall make such other representations as are deemed necessary or appropriate by the Company and its counsel. 

(e) Legends. All certificates evidencing Shares purchased under this Agreement shall bear substantially the following legend:

 “THE SHARES REPRESENTED HEREBY MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED OR IN ANY MANNER DISPOSED OF, EXCEPT IN
COMPLIANCE WITH THE TERMS OF A STOCK OPTION AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES). THE SHARES REPRESENTED HEREBY ARE ALSO SUBJECT TO THE TERMS OF THAT CERTAIN
STOCKHOLDERS AGREEMENT (AS AMENDED FROM TIME TO TIME) BY AND AMONG THE COMPANY AND CERTAIN INVESTORS IDENTIFIED THEREIN, INCLUDING CERTAIN RESTRICTIONS ON TRANSFER. COPIES OF THESE AGREEMENTS HAVE BEEN FILED WITH THE SECRETARY OF THE COMPANY AND ARE
AVAILABLE UPON REQUEST.” 
 All certificates evidencing Shares purchased under this Agreement in an unregistered transaction shall bear substantially
the following legend (and such other restrictive legends as are required or deemed advisable under the provisions of any applicable law): 

“THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR
OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.” 

  
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 (f) Removal of Legends. If, in the opinion of the Company and its counsel, any
legend placed on a stock certificate representing Shares sold under this Agreement is no longer required, the holder of such certificate shall be entitled to exchange such certificate for a certificate representing the same number of Shares but
without such legend. 
 (g) Administration. Any determination by the Company and its counsel in connection with any of
the matters set forth in this Section 10 shall be conclusive and binding on the Optionee and all other persons. 
 SECTION 11. ADJUSTMENT OF
SHARES. 
 In the event of any transaction described in Section 8(a) of the Plan, the terms of this option (including, without
limitation, the number and kind of Shares subject to this option and the Exercise Price) shall be adjusted as set forth in Section 8(a) of the Plan. In the event that the Company is a party to a merger or consolidation, this option shall be
subject to the agreement of merger or consolidation, as provided in Section 8(b) of the Plan. 
 SECTION 12. MISCELLANEOUS PROVISIONS. 

(a) Rights as a Stockholder. Neither the Optionee nor the Optionee’s representative shall have any rights as a stockholder
with respect to any Shares subject to this option until the Optionee or the Optionee’s representative becomes entitled to receive such Shares by filing a notice of exercise and paying the Purchase Price pursuant to Sections 4 and 5.

 (b) No Retention Rights. Nothing in this option or in the Plan shall confer upon the Optionee any right to continue in
Service for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Company (or any Parent or Subsidiary employing or retaining the Optionee) or of the Optionee, which rights are hereby expressly reserved
by each, to terminate his or her Service at any time and for any reason, with or without cause. 
 (c) Notice. Any
notice required by the terms of this Agreement shall be given in writing and shall be deemed effective upon personal delivery or upon deposit with the United States Postal Service, by registered or certified mail, with postage and fees prepaid.
Notice shall be addressed to the Company at its principal executive office and to the Optionee at the address that he or she most recently provided to the Company. 

(d) Entire Agreement. The Notice of Stock Option Grant, this Agreement and the Plan constitute the entire contract between the
parties hereto with regard to the subject matter hereof. They supersede any other agreements, representations or understandings (whether oral or written and whether express or implied) which relate to the subject matter hereof. 

(e) Choice of Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, as
such laws are applied to contracts entered into and performed in such State. 
 SECTION 13. DEFINITIONS. 

(a) “Agreement” shall mean this Stock Option Agreement. 

  
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 (b) “Board of Directors” shall mean the Board of Directors of the
Company, as constituted from time to time or, if a Committee has been appointed, such Committee. 
 (c) “Change in
Control” shall mean: 
 (i) The consummation of a merger or consolidation of the Company with or into another
entity or any other corporate reorganization, if persons who were not stockholders of the Company immediately prior to such merger, consolidation or other reorganization own immediately after such merger, consolidation or other reorganization 50% or
more of the voting power of the outstanding securities of each of (A) the continuing or surviving entity and (B) any direct or indirect parent corporation of such continuing or surviving entity; or 

(ii) The sale, transfer or other disposition of all or substantially all of the Company’s assets. 

A transaction shall not constitute a Change in Control if its sole purpose is to change the state of the Company’s incorporation or 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. 

(d) “Code” shall mean the Internal Revenue Code of 1986, as amended. 

(e) “Committee” shall mean a committee of the Board of Directors, as described in Section 2 of the Plan.

 (f) “Company” shall mean HealthEquity, Inc., a Delaware corporation. 

(g) “Consultant” shall mean a person who performs bona fide services for the Company, a Parent or a Subsidiary as a
consultant or advisor, excluding Employees and Outside Directors. 
 (h) “Date of Grant” shall mean the date
specified in the Notice of Stock Option Grant, which date shall be the later of (i) the date on which the Board of Directors resolved to grant this option or (ii) the first day of the Optionee’s Service.  

(i) “Disability” shall mean that the Optionee is unable to engage in any substantial gainful activity by reason of any
medically determinable physical or mental impairment. 
 (j) “Employee” shall mean any individual who is a common-law employee of the Company, a Parent or a Subsidiary. 
 (k) “Exercise
Price” shall mean the amount for which one Share may be purchased upon exercise of this option, as specified in the Notice of Stock Option Grant. 

  
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 (l) “Fair Market Value” shall mean the fair market value of a Share, as
determined by the Board of Directors in good faith. Such determination shall be conclusive and binding on all persons. 
 (m)
“ISO” shall mean an employee incentive stock option described in Section 422(b) of the Code. 
 (n)
“Nonstatutory Option” shall mean a stock option not described in Sections 422(b) or 423(b) of the Code.  

(o) “Notice of Stock Option Grant” shall mean the document so entitled to which this Agreement is attached. 

(p) “Optionee” shall mean the person named in the Notice of Stock Option Grant. 

(q) “Outside Director” shall mean a member of the Board of Directors who is not an Employee. 

(r) “Parent” shall mean any corporation (other than the Company) in an unbroken chain of corporations ending with the
Company, if each of the corporations other than the Company owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. 

(s) “Plan” shall mean the HealthEquity, Inc. 2009 Stock Plan, as in effect on the Date of Grant. 

(t) “Purchase Price” shall mean the Exercise Price multiplied by the number of Shares with respect to which this option
is being exercised. 
 (u) “Restricted Share” shall mean a Share that is subject to the Right of
Repurchase. 
 (v) “Securities Act” shall mean the Securities Act of 1933, as amended. 

(w) “Service” shall mean service as an Employee, Outside Director or Consultant. 

(x) “Share” shall mean one share of Stock, as adjusted in accordance with Section 8 of the Plan (if
applicable). 
 (y) “Stock” shall mean the Common Stock of the Company, with a par value of $0.001 per
Share. 
 (z) “Stockholders Agreement” shall mean that certain Stockholders Agreement dated as of October 5,
2009, as amended, by and among the Company, Berkley Capital Investors, L.P., and the Investors as identified therein. 

  
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 (aa) “Subsidiary” shall mean any corporation (other than the Company) in
an unbroken chain of corporations beginning with the Company, if each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of
the other corporations in such chain. 
 (bb) “Transferee” shall mean any person to whom the Optionee has
directly or indirectly transferred any Share acquired under this Agreement. 

  
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