ex105stockincentiveplan






1STDIBS.COM, INC.  2021 STOCK INCENTIVE PLAN  (Adopted by the Board of Directors on May 11, 2021)  (Approved by the Stockholders on May 28, 2021)  (Effective on June 9, 2021)  EXHIBIT 10.5 





 






  1STDIBS.COM, INC.  2021 STOCK INCENTIVE PLAN  i    TABLE OF CONTENTS  Page  SECTION 1. ESTABLISHMENT AND PURPOSE.............................................................. 1  SECTION 2. DEFINITIONS. .................................................................................................. 1  (a) “Affiliate” ........................................................................................................................ 1  (b) “Award” ........................................................................................................................... 1  (c) “Award Agreement” ........................................................................................................ 1  (d) “Board of Directors” or “Board” ..................................................................................... 1  (e) “Cash-Based Award” ....................................................................................................... 1  (f) “Change in Control” ........................................................................................................ 1  (g) “Code”.............................................................................................................................. 3  (h) “Committee” .................................................................................................................... 3  (i) “Company” ...................................................................................................................... 3  (j) “Consultant” ..................................................................................................................... 3  (k) “Disability” ...................................................................................................................... 3  (l) “Employee” ...................................................................................................................... 3  (m) “Exchange Act” ............................................................................................................... 3  (n) “Exercise Price” ............................................................................................................... 3  (o) “Fair Market Value” ........................................................................................................ 3  (p) “ISO”................................................................................................................................ 4  (q) “Nonstatutory Option” or “NSO” .................................................................................... 4  (r) “Option” ........................................................................................................................... 4  (s) “Outside Director” ........................................................................................................... 4  (t) “Parent” ............................................................................................................................ 4  (u) “Participant” ..................................................................................................................... 4  (v) “Plan” ............................................................................................................................... 4  (w) “Predecessor Plan” ........................................................................................................... 4  (x) “Purchase Price” .............................................................................................................. 4  (y) “Restricted Share” ............................................................................................................ 4  (z) “Returning Shares” .......................................................................................................... 4  (aa) “SAR” .............................................................................................................................. 5  (bb) “Section 409A” ................................................................................................................ 5  





 






  1STDIBS.COM, INC.  2021 STOCK INCENTIVE PLAN  ii    (cc) “Securities Act” ............................................................................................................... 5  (dd) “Service” .......................................................................................................................... 5  (ee) “Share” ............................................................................................................................. 5  (ff) “Stock” ............................................................................................................................. 5  (gg) “Stock Unit” ..................................................................................................................... 5  (hh) “Subsidiary” ..................................................................................................................... 5  SECTION 3. ADMINISTRATION. ........................................................................................ 5  (a) Committee Composition .................................................................................................. 5  (b) Committee Appointment .................................................................................................. 5  (c) Committee Procedures ..................................................................................................... 6  (d) Committee Responsibilities ............................................................................................. 6  SECTION 4. ELIGIBILITY. ................................................................................................... 7  (a) General Rule .................................................................................................................... 7  (b) Ten-Percent Stockholders ................................................................................................ 7  (c) Attribution Rules .............................................................................................................. 7  (d) Outstanding Stock ............................................................................................................ 8  SECTION 5. STOCK SUBJECT TO PLAN. ......................................................................... 8  (a) Basic Limitation ............................................................................................................... 8  (b) Additional Shares ............................................................................................................. 8  (c) Substitution and Assumption of Awards ......................................................................... 8  (d) Grants to Outside Directors ............................................................................................. 9  SECTION 6. RESTRICTED SHARES. ................................................................................. 9  (a) Restricted Share Award Agreement ................................................................................. 9  (b) Payment for Awards ........................................................................................................ 9  (c) Vesting ............................................................................................................................. 9  (d) Voting and Dividend Rights ............................................................................................ 9  (e) Restrictions on Transfer of Shares ................................................................................. 10  SECTION 7. TERMS AND CONDITIONS OF OPTIONS. .............................................. 10  (a) Stock Option Award Agreement .................................................................................... 10  (b) Number of Shares .......................................................................................................... 10  





 






  1STDIBS.COM, INC.  2021 STOCK INCENTIVE PLAN  iii    (c) Exercise Price................................................................................................................. 10  (d) Withholding Taxes ......................................................................................................... 10  (e) Exercisability and Term ................................................................................................. 11  (f) Exercise of Options ........................................................................................................ 11  (g) Effect of Change in Control ........................................................................................... 11  (h) No Rights as a Stockholder ............................................................................................ 11  (i) Modification, Extension and Renewal of Options ......................................................... 11  (j) Restrictions on Transfer of Shares ................................................................................. 11  (k) Buyout Provisions .......................................................................................................... 11  SECTION 8. PAYMENT FOR SHARES. ............................................................................ 12  (a) General Rule .................................................................................................................. 12  (b) Surrender of Stock ......................................................................................................... 12  (c) Services Rendered .......................................................................................................... 12  (d) Cashless Exercise ........................................................................................................... 12  (e) Exercise/Pledge .............................................................................................................. 12  (f) Net Exercise ................................................................................................................... 12  (g) Promissory Note............................................................................................................. 12  (h) Other Forms of Payment ................................................................................................ 13  (i) Limitations under Applicable Law ................................................................................ 13  SECTION 9. STOCK APPRECIATION RIGHTS. ............................................................ 13  (a) SAR Award Agreement ................................................................................................. 13  (b) Number of Shares .......................................................................................................... 13  (c) Exercise Price................................................................................................................. 13  (d) Exercisability and Term ................................................................................................. 13  (e) Effect of Change in Control ........................................................................................... 13  (f) Exercise of SARs ........................................................................................................... 13  (g) Modification, Extension or Assumption of SARs ......................................................... 14  (h) Buyout Provisions .......................................................................................................... 14  SECTION 10. STOCK UNITS. ............................................................................................... 14  (a) Stock Unit Award Agreement ........................................................................................ 14  (b) Payment for Awards ...................................................................................................... 14  





 






  1STDIBS.COM, INC.  2021 STOCK INCENTIVE PLAN  iv    (c) Vesting Conditions......................................................................................................... 14  (d) Voting and Dividend Rights .......................................................................................... 14  (e) Form and Time of Settlement of Stock Units ................................................................ 15  (f) Death of Participant ....................................................................................................... 15  (g) Creditors’ Rights ............................................................................................................ 15  SECTION 11. CASH-BASED AWARDS. .............................................................................. 15  SECTION 12. ADJUSTMENT OF SHARES. ....................................................................... 15  (a) Adjustments ................................................................................................................... 15  (b) Dissolution or Liquidation ............................................................................................. 16  (c) Mergers or Reorganizations ........................................................................................... 16  (d) Reservation of Rights ..................................................................................................... 17  SECTION 13. DEFERRAL OF AWARDS. ........................................................................... 17  (a) Committee Powers ......................................................................................................... 17  (b) General Rules ................................................................................................................. 17  SECTION 14. AWARDS UNDER OTHER PLANS. ............................................................ 18  SECTION 15. PAYMENT OF DIRECTOR’S FEES IN SECURITIES. ............................ 18  (a) Effective Date ................................................................................................................ 18  (b) Elections to Receive NSOs, SARs, Restricted Shares, or Stock Units .......................... 18  (c) Number and Terms of NSOs, SARs, Restricted Shares or Stock Units ........................ 18  SECTION 16. LEGAL AND REGULATORY REQUIREMENTS. ................................... 18  SECTION 17. TAXES. ............................................................................................................. 19  (a) Withholding Taxes ......................................................................................................... 19  (b) Share Withholding ......................................................................................................... 19  (c) Section 409A .................................................................................................................. 19  SECTION 18. TRANSFERABILITY. .................................................................................... 19  SECTION 19. PERFORMANCE BASED AWARDS. .......................................................... 19  SECTION 20. RECOUPMENT. .............................................................................................. 20  SECTION 21. NO EMPLOYMENT RIGHTS. ..................................................................... 20  





 






  1STDIBS.COM, INC.  2021 STOCK INCENTIVE PLAN  v    SECTION 22. DURATION AND AMENDMENTS. ............................................................. 20  (a) Term of the Plan............................................................................................................. 20  (b) Right to Amend the Plan ................................................................................................ 20  (c) Effect of Termination ..................................................................................................... 20  SECTION 23. AWARDS TO NON-U.S. PARTICIPANTS. ................................................. 21  SECTION 24. GOVERNING LAW. ....................................................................................... 21  SECTION 25. SUCCESSORS AND ASSIGNS. .................................................................... 21  SECTION 26. EXECUTION. .................................................................................................. 21      





 






  1STDIBS.COM, INC.  2021 STOCK INCENTIVE PLAN  1  1STDIBS.COM, INC.  2021 STOCK INCENTIVE PLAN  SECTION 1. ESTABLISHMENT AND PURPOSE.  This 1stdibs.com, Inc. Stock Incentive Plan (the “Plan”) was adopted by the Board of  Directors on May 11, 2021 and shall be effective on June 9, 2021 (the “Effective Date”).  The  Plan’s purpose is to attract, retain, incent, and reward top talent through stock ownership to  improve operating and financial performance and strengthen the mutuality of interest between  eligible service providers and stockholders.  SECTION 2. DEFINITIONS.  (a) “Affiliate” means any entity other than a Subsidiary, if the Company and/or one or  more Subsidiaries own not less than fifty percent (50%) of such entity.  (b) “Award” means any award of an Option, a SAR, a Restricted Share, a Stock Unit  or a Cash-Based Award under the Plan.  (c) “Award Agreement” means the agreement between the Company and the recipient  of an Award which contains the terms, conditions and restrictions pertaining to such Award.  (d) “Board of Directors” or “Board” means the Board of Directors of the Company,  as constituted from time to time.  (e) “Cash-Based Award” means an Award that entitles the Participant to receive a  cash-denominated payment.  (f) “Change in Control” means the occurrence of any of the following events:  (i) A change in the composition of the Board occurs, as a result of which fewer  than one-half of the incumbent directors are directors who either:  (A) Had been directors of the Company on the “look-back date” (as  defined below) (the “original directors”); or  (B) Were elected, or nominated for election, to the Board with the  affirmative votes of at least a majority of the aggregate of the  original directors who were still in office at the time of the election  or nomination and the directors whose election or nomination was  previously so approved (the “continuing directors”);  provided, however, that for this purpose, the “original directors” and  “continuing directors” shall not include any individual whose initial  assumption of office occurred as a result of an actual or threatened election  contest with respect to the election or removal of directors or other actual  





 






  1STDIBS.COM, INC.  2021 STOCK INCENTIVE PLAN  2  or threatened solicitation of proxies or consents, by or on behalf of a person  other than the Board;  (ii) Any “person” (as defined below) who by the acquisition or aggregation of  securities, is or becomes the “beneficial owner” (as defined in Rule 13d-3  under the Exchange Act), directly or indirectly, of securities of the  Company representing fifty percent (50%) or more of the combined voting  power of the Company’s then outstanding securities ordinarily (and apart  from rights accruing under special circumstances) having the right to vote  at elections of directors (the “Base Capital Stock”); except that any change  in the relative beneficial ownership of the Company’s securities by any  person resulting solely from a reduction in the aggregate number of  outstanding Shares of Base Capital Stock, and any decrease thereafter in  such person’s ownership of securities, shall be disregarded until such person  increases in any manner, directly or indirectly, such person’s beneficial  ownership of any securities of the Company;  (iii) The consummation of a merger or consolidation of the Company or a  Subsidiary 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 fifty percent (50%) or more of the voting power of the  outstanding securities of each of (A) the Company (or its successor) and (B)  any direct or indirect parent corporation of the Company (or its successor);  or  (iv) The sale, transfer, or other disposition of all or substantially all of the  Company’s assets.  For purposes of subsection (f)(i) above, the term “look-back” date means the later of (1)  the Effective Date and (2) the date that is twenty-four (24) months prior to the date of the event  that may constitute a Change in Control.  For purposes of subsection (f)(ii) above, the term “person” shall have the same meaning as  when used in Sections 13(d) and 14(d) of the Exchange Act, but shall exclude (1) a trustee or other  fiduciary holding securities under an employee benefit plan maintained by the Company or a  Parent or Subsidiary and (2) a corporation owned directly or indirectly by the stockholders of the  Company in substantially the same proportions as their ownership of the Stock.  Any other provision of this Section 2(f) notwithstanding, 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, and a Change in Control  shall not be deemed to occur if the Company files a registration statement with the United States  





 






  1STDIBS.COM, INC.  2021 STOCK INCENTIVE PLAN  3  Securities and Exchange Commission in connection with an initial or secondary public offering of  securities or debt of the Company to the public.  (g) “Code” means the United States Internal Revenue Code of 1986, as amended, and  the rules and regulations promulgated thereunder.  (h) “Committee” means the Compensation Committee as designated by the Board,  which is authorized to administer the Plan, as described in Section 3 hereof.  (i) “Company” means 1stdibs.com, Inc., a Delaware corporation, including any  successor thereto.  (j) “Consultant” means an individual who is a consultant or advisor and who provides  bona fide services to the Company, a Parent, a Subsidiary, or an Affiliate as an independent  contractor (not including service as a member of the Board) or a member of the Board of a Parent  or a Subsidiary, in each case who is not an Employee.  (k) “Disability” means any permanent and total disability as defined by Section  22(e)(3) of the Code.  (l) “Employee” means any individual who is a common-law employee of the  Company, a Parent, a Subsidiary, or an Affiliate.  (m) “Exchange Act” means the United States Securities Exchange Act of 1934, as  amended, and the rules and regulations promulgated thereunder.  (n) “Exercise Price” means, in the case of an Option, the amount for which one Share  may be purchased upon exercise of such Option, as specified in the applicable Stock Option  Agreement.  “Exercise Price” means, in the case of a SAR, an amount, as specified in the  applicable SAR Award Agreement, which is subtracted from the Fair Market Value of one Share  in determining the amount payable upon exercise of such SAR.  (o) “Fair Market Value” with respect to a Share, means the market price of one Share,  determined by the Committee as follows:  (i) If the Stock was traded over-the-counter on the date in question, then the  Fair Market Value shall be equal to the last transaction price quoted for such  date by the OTC Bulletin Board or, if not so quoted, shall be equal to the  mean between the last reported representative bid and asked prices quoted  for such date by the principal automated inter-dealer quotation system on  which the Stock is quoted or, if the Stock is not quoted on any such system,  by the Pink Quote system;  (ii) If the Stock was traded on any established stock exchange (such as the New  York Stock Exchange, The Nasdaq Global Market or The Nasdaq Global  Select Market) or national market system on the date in question, then the  





 






  1STDIBS.COM, INC.  2021 STOCK INCENTIVE PLAN  4  Fair Market Value shall be equal to the closing price reported for such date  by the applicable exchange or system; or  (iii) If none of the foregoing provisions is applicable, then the Fair Market Value  shall be determined by the Committee in good faith on such basis as it  deems appropriate.  In all cases, the determination of Fair Market Value by the Committee shall be conclusive and  binding on all persons.  (p) “ISO” means an employee incentive stock option described in Section 422 of the  Code.  (q) “Nonstatutory Option” or “NSO” means an employee stock option that is not an  ISO.  (r) “Option” means an ISO or NSO granted under the Plan and entitling the holder to  purchase Shares.  (s) “Outside Director” means a member of the Board who is not a common-law  employee of, or paid consultant to, the Company, a Parent or a Subsidiary.  (t) “Parent” means 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 fifty percent (50%) or more of the total combined voting power of all classes  of stock in one of the other corporations in such chain.  A corporation that attains the status of a  Parent on a date after the adoption of the Plan shall be a Parent commencing as of such date.  (u) “Participant” means a person who holds an Award.    (v) “Plan” means this 2021 Stock Incentive Plan of 1stdibs.com, Inc., as amended from  time to time.  (w) “Predecessor Plan” means the 1stDibs.com, Inc. 2011 Stock Option and Grant  Plan, as amended.  (x) “Purchase Price” means the consideration for which one Share may be acquired  under the Plan (other than upon exercise of an Option or SAR), as specified by the Committee.  (y) “Restricted Share” means a Share awarded under the Plan.  (z) “Returning Shares” means Shares subject to outstanding stock awards granted  under the Predecessor Plan and that following the Effective Date: (i) are subsequently forfeited or  terminated for any reason before being exercised or settled; (ii) are not issued because such stock  award or any portion thereof is settled in cash; (iii) are subject to vesting restrictions and are  subsequently forfeited; (iv) are withheld or reacquired to satisfy the exercise, strike or purchase  price; or (v) are withheld or reacquired to satisfy a tax withholding obligation.  





 






  1STDIBS.COM, INC.  2021 STOCK INCENTIVE PLAN  5  (aa) “SAR” means a stock appreciation right granted under the Plan.  (bb) “Section 409A” means Section 409A of the Code.  (cc) “Securities Act” means the United States Securities Act of 1933, as amended, the  rules and regulations promulgated thereunder.  (dd) “Service” means service as an Employee, Consultant or Outside Director, subject  to such further limitations as may be set forth in the Plan or the applicable Award Agreement.   Service does not terminate when an Employee goes on a bona fide leave of absence, that was  approved by the Company in writing, if the terms of the leave provide for continued Service  crediting, or when continued Service crediting is required by applicable law.  However, for  purposes of determining whether an Option is entitled to ISO status, an Employee’s employment  will be treated as terminating three (3) months after such Employee went on leave, unless such  Employee’s right to return to active work is guaranteed by law or by a contract.  Service terminates  in any event when the approved leave ends, unless such Employee immediately returns to active  work.  The Company determines which leaves of absence count toward Service, and when Service  terminates for all purposes under the Plan.  (ee) “Share” means one Share of Stock, as adjusted in accordance with Section 12 (if  applicable).  (ff) “Stock” means the Common Stock, par value $0.0001 per Share, of the Company.  (gg) “Stock Unit” means a bookkeeping entry representing the Company’s obligation  to deliver one Share (or distribute cash) on a future date in accordance with the provisions of a  Stock Unit Award Agreement.  (hh) “Subsidiary” means any corporation, if the Company and/or one or more other  Subsidiaries own not less than fifty percent (50%) of the total combined voting power of all classes  of outstanding stock of such corporation.  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.  The determination of whether an entity is a “Subsidiary” shall be made in accordance with Section  424(f) of the code.  SECTION 3. ADMINISTRATION.  (a) Committee Composition.  The Plan shall be administered by a Committee appointed  by the Board, or by the Board acting as the Committee.  The Committee shall consist of two or  more directors of the Company.  In addition, to the extent required by the Board, the composition  of the Committee shall satisfy such requirements of the Nasdaq Stock Market and as the Securities  and Exchange Commission may establish for administrators acting under plans intended to qualify  for exemption under Rule 16b-3 (or its successor) under the Exchange Act.  (b) Committee Appointment.  The Board may also appoint one or more separate  committees of the Board, each composed of one or more directors of the Company who need not  satisfy the requirements of Section 3(a), who may administer the Plan, may grant Awards under  





 






  1STDIBS.COM, INC.  2021 STOCK INCENTIVE PLAN  6  the Plan and may determine all terms of such grants, in each case with respect to all Employees,  Consultants and Outside Directors (except such as may be on such committee), provided that such  committee or committees may perform these functions only with respect to Employees who are  not considered officers or directors of the Company under Section 16 of the Exchange Act.  Within  the limitations of the preceding sentence, any reference in the Plan to the Committee shall include  such committee or committees appointed pursuant to the preceding sentence.  To the extent  permitted by applicable laws, the Board of Directors may also authorize one or more officers of  the Company to designate Employees, other than officers under Section 16 of the Exchange Act,  to receive Awards and/or to determine the number of such Awards to be received by such persons;  provided, however, that the Board of Directors shall specify the total number of Awards that such  officers may so award.   (c) Committee Procedures.  The Board shall designate one of the members of the  Committee as chairman.  The Committee may hold meetings at such times and places as it shall  determine.  The acts of a majority of the Committee members present at meetings at which a  quorum exists, or acts reduced to or approved in writing (including via email) by all Committee  members, shall be valid acts of the Committee.  (d) Committee Responsibilities.  Subject to the provisions of the Plan, the Committee  shall have full authority and discretion to take the following actions:  (i) To interpret the Plan and to apply its provisions;  (ii) To adopt, amend, or rescind rules, procedures, and forms relating to the  Plan;  (iii) To adopt, amend, or terminate sub-plans established for the purpose of  satisfying applicable foreign laws including qualifying for preferred tax  treatment under applicable foreign tax laws;  (iv) To authorize any person to execute, on behalf of the Company, any  instrument required to carry out the purposes of the Plan;  (v) To determine when Awards are to be granted under the Plan;  (vi) To select the Participants to whom Awards are to be granted;  (vii) To determine the type of Award and number of Shares or amount of cash to  be made subject to each Award;  (viii) To prescribe the terms and conditions of each Award, including (without  limitation) the Exercise Price and Purchase Price, and the vesting or  duration of the Award (including accelerating the vesting of Awards, either  at the time of the Award or thereafter, without the consent of the  Participant), to determine whether an Option is to be classified as an ISO or  as an NSO, and to specify the provisions of the agreement relating to such  Award;  





 






  1STDIBS.COM, INC.  2021 STOCK INCENTIVE PLAN  7  (ix) To amend any outstanding Award Agreement, subject to applicable legal  restrictions and to the consent of the Participant if the Participant’s rights or  obligations would be materially impaired;  (x) To prescribe the consideration for the grant of each Award or other right  under the Plan and to determine the sufficiency of such consideration;  (xi) To determine the disposition of each Award or other right under the Plan in  the event of a Participant’s divorce or dissolution of marriage;  (xii) To determine whether Awards under the Plan will be granted in replacement  of other grants under an incentive or other compensation plan of an acquired  business;  (xiii) To correct any defect, supply any omission, or reconcile any inconsistency  in the Plan or any Award Agreement;  (xiv) To establish or verify the extent of satisfaction of any performance goals or  other conditions applicable to the grant, issuance, exercisability, vesting,  and/or ability to retain any Award; and  (xv) To take any other actions deemed necessary or advisable for the  administration of the Plan.  Subject to the requirements of applicable law, the Committee may designate persons other than  members of the Committee to carry out its responsibilities and may prescribe such conditions and  limitations as it may deem appropriate, except that the Committee may not delegate its authority  with regard to the selection for participation of or the granting of Awards under the Plan to persons  subject to Section 16 of the Exchange Act.  All decisions, interpretations and other actions of the  Committee shall be final and binding on all Participants and all persons deriving their rights from  a Participant.  No member of the Committee shall be liable for any action that he has taken or has  failed to take in good faith with respect to the Plan or any Award under the Plan.  SECTION 4. ELIGIBILITY.  (a) General Rule.  Only Employees, Consultants and Outside Directors shall be eligible  for the grant of Awards.  Only common-law employees of the Company, a Parent, or a Subsidiary  shall be eligible for the grant of ISOs.  (b) Ten-Percent Stockholders.  An Employee who owns more than ten percent (10%)  of the total combined voting power of all classes of outstanding stock of the Company, a Parent or  Subsidiary shall not be eligible for the grant of an ISO unless such grant satisfies the requirements  of Section 422(c)(5) of the Code.  (c) Attribution Rules.  For purposes of Section 4(b) above, in determining stock  ownership, an Employee shall be deemed to own the stock owned, directly or indirectly, by or for  such Employee’s brothers, sisters, spouse, ancestors, and lineal descendants.  Stock owned,  





 






  1STDIBS.COM, INC.  2021 STOCK INCENTIVE PLAN  8  directly or indirectly, by or for a corporation, partnership, estate, or trust shall be deemed to be  owned proportionately by or for its stockholders, partners, or beneficiaries.  (d) Outstanding Stock.  For purposes of Section 4(b) above, “outstanding stock” shall  include all stock actually issued and outstanding immediately after the grant.  “Outstanding stock”  shall not include Shares authorized for issuance under outstanding options held by the Employee  or by any other person.  SECTION 5. STOCK SUBJECT TO PLAN.  (a) Basic Limitation.  Shares offered under the Plan shall be authorized but unissued  Shares or treasury Shares.  The maximum aggregate number of Shares authorized for issuance as  Awards under the Plan shall not exceed the sum of (x) four million, three hundred thirty-three  thousand, three hundred and thirty-three (4,333,333) Shares, plus (y) the sum of any Returning  Shares which become available from time to time plus the number of reserved Shares not issued  or subject to outstanding grants under the Predecessor Plan on the Effective Date, plus (z) an annual  increase on the first day of each fiscal year, for a period of not more than ten (10) years, beginning  on January 1, 2022, and ending on (and including) January 1, 2031, in an amount equal to (i) five  percent (5%) of the outstanding Shares on the last day of the immediately preceding fiscal year or  (ii) such lesser amount (including zero) that the Board determines for purposes of the annual  increase for that fiscal year.  Notwithstanding the foregoing, the number of Shares that may be  delivered in the aggregate pursuant to the exercise of ISOs granted under the Plan shall not exceed  four million, three hundred thirty-three thousand, three hundred and thirty-three (4,333,333)  Shares plus, to the extent allowable under Section 422 of the Code, any Shares that become  available for issuance under the Plan pursuant to Section 5(b).  The limitations of this Section 5(a)  shall be subject to adjustment pursuant to Section 12.  The number of Shares that are subject to  Awards outstanding at any time under the Plan shall not exceed the number of Shares which then  remain available for issuance under the Plan.  The Company shall at all times reserve and keep  available sufficient Shares to satisfy the requirements of the Plan.  (b) Additional Shares.  If Restricted Shares or Shares issued upon the exercise of  options are forfeited, then such Shares shall again become available for Awards under the Plan.  If  Stock Units, Options, or SARs are forfeited or terminate for any reason before being exercised or  settled, or an Award is settled in cash without the delivery of Shares to the holder, then the  corresponding Shares shall again become available for Awards under the Plan.  If Stock Units or  SARs are settled, then only the number of Shares (if any) actually issued in settlement of such  Stock Units or SARs shall reduce the number available in Error! Reference source not found.  and the balance (including any Shares withheld to satisfy tax withholding obligations) shall again  become available for Awards under the Plan.  Any Shares withheld to satisfy the Exercise Price or  tax withholding obligation pursuant to any Award of Options or SARs shall be added back to the  Shares available for Awards under the Plan.  Notwithstanding the foregoing provisions of this  Error! Reference source not found., Shares that have actually been issued shall not again become  available for Awards under the Plan, except for Shares that are forfeited and do not become vested.  (c) Substitution and Assumption of Awards.  The Committee may make Awards under  the Plan by assumption, substitution, or replacement of stock options, stock appreciation rights,  





 






  1STDIBS.COM, INC.  2021 STOCK INCENTIVE PLAN  9  stock units, or similar awards granted by another entity (including a Parent or Subsidiary), if such  assumption, substitution, or replacement is in connection with an asset acquisition, stock  acquisition, merger, consolidation, or similar transaction involving the Company (and/or its Parent  or Subsidiary) and such other entity (and/or its affiliate).  The terms of such assumed, substituted,  or replaced Awards shall be as the Committee, in its discretion, determines is appropriate,  notwithstanding limitations on Awards in the Plan.  Any such substitute or assumed Awards shall  not count against the Share limitation set forth in Section 5(a) (nor shall Shares subject to such  Awards be added to the Shares available for Awards under the Plan as provided in Section 5(b)  above), except that Shares acquired by exercise of substitute ISOs will count against the maximum  number of Shares that may be issued pursuant to the exercise of ISOs under the Plan.  (d) Grants to Outside Directors. The aggregate value of all compensation granted or  paid, as applicable, to any Outside Director for service as an Outside Director during any twelve  (12)-month period, including Awards granted and cash fees paid by the Company to such Outside  Director, will not exceed $750,000 in total value, and with respect to the twelve (12)-month period  in which an Outside Director is first appointed or elected to the Board, will not exceed $1,000,000  in total value, in each case calculating the value of any Awards based on the grant date fair value  of such Awards as determined in accordance with Financial Accounting Standards Board  Accounting Standards Codification Topic 718, or any successor thereto.   SECTION 6. RESTRICTED SHARES.  (a) Restricted Share Award Agreement.  Each grant of Restricted Shares under the Plan  shall be evidenced by a Restricted Share Award Agreement between the Participant and the  Company.  Such Restricted Shares shall be subject to all applicable terms of the Plan and may be  subject to any other terms that are not inconsistent with the Plan.  The provisions of the various  Restricted Share Award Agreements entered into under the Plan need not be identical.  (b) Payment for Awards.  Restricted Shares may be sold or awarded under the Plan for  such consideration as the Committee may determine, including (without limitation) cash, cash  equivalents, full-recourse promissory notes, past services, and future services.  (c) Vesting.  Each Award of Restricted Shares may or may not be subject to vesting.   Vesting shall occur, in full or in installments, upon satisfaction of the conditions specified in the  Restricted Share Award Agreement.  A Restricted Share Award Agreement may provide for  accelerated vesting in the event of the Participant’s death, Disability or retirement or other events.   The Committee may determine, at the time of granting Restricted Shares or thereafter, that all or  part of such Restricted Shares shall become vested in the event that a Change in Control occurs  with respect to the Company.  (d) Voting and Dividend Rights.  A holder of Restricted Shares awarded under the Plan  shall have the same voting, dividend, and other rights as the Company’s other stockholders, except  that in the case of any unvested Restricted Shares, the holder shall not be entitled to any dividends  or other distributions paid or distributed by the Company in respect of outstanding Shares.   Notwithstanding the foregoing, at the Committee’s discretion, the holder of unvested Restricted  Shares may be credited with such dividends and other distributions, provided that such dividends  





 






  1STDIBS.COM, INC.  2021 STOCK INCENTIVE PLAN  10  and other distributions shall be paid or distributed to the holder only if, when and to the extent  such unvested Restricted Shares vest. The value of dividends and other distributions payable or  distributable with respect to any unvested Restricted Shares that do not vest shall be forfeited.  At  the Committee’s discretion, the Restricted Share Award Agreement may require that the holder of  Restricted Shares invest any cash dividends received in additional Restricted Shares.  Such  additional Restricted Shares shall be subject to the same conditions as the Award with respect to  which the dividend was paid. For the avoidance of doubt, other than with respect to the right to  receive dividends and other distributions, the holders of unvested Restricted Shares shall have the  same voting rights and other rights as the Company’s other stockholders in respect of such  unvested Restricted Shares.   (e) Restrictions on Transfer of Shares.  Restricted Shares shall be subject to such rights  of repurchase, rights of first refusal, or other restrictions as the Committee may determine.  Such  restrictions shall be set forth in the applicable Restricted Share Award Agreement and shall apply  in addition to any general restrictions that may apply to all holders of Shares.  SECTION 7. TERMS AND CONDITIONS OF OPTIONS.  (a) Stock Option Award Agreement.  Each grant of an Option under the Plan shall be  evidenced by a Stock Option Award Agreement between the Participant 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 Committee  deems appropriate for inclusion in a Stock Option Award Agreement.  The Stock Option Award  Agreement shall specify whether the Option is an ISO or an NSO.  The provisions of the various  Stock Option Award Agreements entered into under the Plan need not be identical.  (b) Number of Shares.  Each Stock Option Award 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 12.  (c) Exercise Price.  Each Stock Option Award Agreement shall specify the Exercise  Price.  The Exercise Price of an ISO shall not be less than one hundred percent (100%) of the Fair  Market Value of a Share on the date of grant and the Exercise Price of an NSO shall not be less  than 100% of the Fair Market Value of a Share on the date of grant.  Notwithstanding the foregoing,  Options may be granted with an Exercise Price of less than one hundred percent (100%) of the  Fair Market Value per Share on the date of grant pursuant to a transaction described in, and in a  manner consistent with, Section 424(a) of the Code.  Subject to the foregoing in this Section 7(c),  the Exercise Price under any Option shall be determined by the Committee in its sole discretion.   The Exercise Price shall be payable in one of the forms described in Section 8.  (d) Withholding Taxes.  As a condition to the exercise of an Option, the Participant  shall make such arrangements as the Committee may require for the satisfaction of any federal,  state, local or foreign withholding tax obligations that may arise in connection with such exercise.   The Participant shall also make such arrangements as the Committee 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.  





 






  1STDIBS.COM, INC.  2021 STOCK INCENTIVE PLAN  11  (e) Exercisability and Term.  Each Stock Option Award Agreement shall specify the  date when all or any installment of the Option is to become exercisable.  The Stock Option Award  Agreement shall also specify the term of the Option; provided that the term of an ISO shall in no  event exceed ten (10) years from the date of grant (five (5) years for ISOs granted to Employees  described in Section 4(b)). A Stock Option Award Agreement may provide for accelerated  exercisability in the event of the Participant’s death, Disability, or retirement or other events and  may provide for expiration prior to the end of its term in the event of the termination of the  Participant’s Service.  Options may be awarded in combination with SARs, and such an Award  may provide that the Options will not be exercisable unless the related SARs are forfeited.  Subject  to the foregoing in this Section 7(e), the Committee in its sole discretion shall determine when all  or any installment of an Option is to become exercisable and when an Option is to expire.  (f) Exercise of Options. Each Stock Option Award Agreement shall set forth the extent  to which the Participant shall have the right to exercise the Option following termination of the  Participant’s Service with the Company and its Subsidiaries, and the right to exercise the Option  of any executors or administrators of the Participant’s estate or any person who has acquired such  Option(s) directly from the Participant by bequest or inheritance.  Such provisions shall be  determined in the sole discretion of the Committee, need not be uniform among all Options issued  pursuant to the Plan, and may reflect distinctions based on the reasons for termination of Service.  (g) Effect of Change in Control.  The Committee may determine, at the time of granting  an Option or thereafter, that such Option shall become exercisable as to all or part of the Shares  subject to such Option in the event that a Change in Control occurs with respect to the Company.  (h) No Rights as a Stockholder.  A Participant shall have no rights as a stockholder  with respect to any Shares covered by his Option until the date of the issuance of a stock certificate  for such Shares. No adjustments shall be made, except as provided in Section 12.  (i) Modification, Extension and Renewal of Options.  Within the limitations of the  Plan, the Committee may modify, extend, or renew outstanding options or may accept the  cancellation of outstanding options (to the extent not previously exercised), whether or not granted  hereunder, 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, or in return for the grant of a different Award for the same  or a different number of Shares or for cash.  The foregoing notwithstanding, no modification of an  Option shall, without the consent of the Participant, materially impair his or her rights or  obligations under such Option.  (j) Restrictions on Transfer of Shares.  Any Shares issued upon exercise of an Option  shall be subject to such special forfeiture conditions, rights of repurchase, rights of first refusal,  and other transfer restrictions as the Committee may determine.  Such restrictions shall be set forth  in the applicable Stock Option Award Agreement and shall apply in addition to any general  restrictions that may apply to all holders of Shares.  (k) Buyout Provisions.  The Committee may at any time (i) offer to buy out for a  payment in cash or cash equivalents an Option previously granted or (ii) authorize a Participant to  





 






  1STDIBS.COM, INC.  2021 STOCK INCENTIVE PLAN  12  elect to cash out an Option previously granted, in either case at such time and based upon such  terms and conditions as the Committee shall establish.  SECTION 8. PAYMENT FOR SHARES.  (a) General Rule.  The entire Exercise Price or Purchase Price of Shares issued under  the Plan shall be payable in lawful money of the United States of America at the time when such  Shares are purchased, except as provided in Section 8(b) through Section 8(h) below.  (b) Surrender of Stock.  To the extent that a Stock Option Award Agreement so  provides, payment may be made all or in part by surrendering, or attesting to the ownership of,  Shares which have already been owned by the Participant or his or her representative.  Such Shares  shall be valued at their Fair Market Value on the date when the new Shares are purchased under  the Plan.  The Participant 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 Committee, Shares may be awarded  under the Plan in consideration of services rendered to the Company or a Subsidiary.  If Shares are  awarded without the payment of a Purchase Price in cash, the Committee shall make a  determination (at the time of the Award) of the value of the services rendered by the Participant  and the sufficiency of the consideration to meet the requirements of Section 6(b).  (d) Cashless Exercise.  To the extent that a Stock Option Award Agreement so  provides, payment may be made all or in part by delivery (on a form prescribed by the Committee)  of an irrevocable direction to a securities broker to sell Shares and to deliver all or part of the sale  proceeds to the Company in payment of the aggregate Exercise Price.  (e) Exercise/Pledge.  To the extent that a Stock Option Award Agreement so provides,  payment may be made all or in part by delivery (on a form prescribed by the Committee) of an  irrevocable direction to a securities broker or lender to pledge Shares, as security for a loan, and  to deliver all or part of the loan proceeds to the Company in payment of the aggregate Exercise  Price.  (f) Net Exercise.  To the extent that a Stock Option Award Agreement so provides, by  a “net exercise” arrangement pursuant to which the number of Shares issuable upon exercise of  the Option shall be reduced by the largest whole number of Shares having an aggregate Fair Market  Value that does not exceed the aggregate Exercise Price (plus tax withholdings, if applicable) and  any remaining balance of the aggregate Exercise Price (and/or applicable tax withholdings) not  satisfied by such reduction in the number of whole Shares to be issued shall be paid by the  Participant in cash or any other form of payment permitted under the Stock Option Agreement.  (g) Promissory Note.  To the extent that a Stock Option Award Agreement or  Restricted Share Award Agreement so provides, payment may be made all or in part by delivering  (on a form prescribed by the Company) a full-recourse promissory note.  





 






  1STDIBS.COM, INC.  2021 STOCK INCENTIVE PLAN  13  (h) Other Forms of Payment.  To the extent that a Stock Option Award Agreement or  Restricted Share Award Agreement so provides, payment may be made in any other form that is  consistent with applicable laws, regulations, and rules.  (i) Limitations under Applicable Law.  Notwithstanding anything herein or in a Stock  Option Award Agreement or Restricted Share Award Agreement to the contrary, payment may  not be made in any form that is unlawful, as determined by the Committee in its sole discretion.  SECTION 9. STOCK APPRECIATION RIGHTS.  (a) SAR Award Agreement.  Each grant of a SAR under the Plan shall be evidenced by  a SAR Award Agreement between the Participant and the Company.  Such SAR shall be subject  to all applicable terms of the Plan and may be subject to any other terms that are not inconsistent  with the Plan.  The provisions of the various SAR Award Agreements entered into under the Plan  need not be identical.  (b) Number of Shares.  Each SAR Award Agreement shall specify the number of  Shares to which the SAR pertains and shall provide for the adjustment of such number in  accordance with Section 12.  (c) Exercise Price.  Each SAR Award Agreement shall specify the Exercise Price.  The  Exercise Price of a SAR shall not be less than one hundred percent (100%) of the Fair Market  Value of a Share on the date of grant.  Notwithstanding the foregoing, SARs may be granted with  an Exercise Price of less than one hundred percent (100%) of the Fair Market Value per Share on  the date of grant pursuant to a transaction described in, and in a manner consistent with, Section  424(a) of the Code.  Subject to the foregoing in this Section 9(c), the Exercise Price under any  SAR shall be determined by the Committee in its sole discretion.  (d) Exercisability and Term.  Each SAR Award Agreement shall specify the date when  all or any installment of the SAR is to become exercisable.  The SAR Award Agreement shall also  specify the term of the SAR.  A SAR Award Agreement may provide for accelerated exercisability  in the event of the Participant’s death, Disability, retirement, or other events and may provide for  expiration prior to the end of its term in the event of the termination of the Participant’s Service.   SARs may be awarded in combination with Options, and such an Award may provide that the  SARs will not be exercisable unless the related Options are forfeited.  A SAR may be included in  an ISO only at the time of grant but may be included in an NSO at the time of grant or thereafter.   A SAR granted under the Plan may provide that it will be exercisable only in the event of a Change  in Control.  (e) Effect of Change in Control.  The Committee may determine, at the time of granting  a SAR or thereafter, that such SAR shall become fully exercisable as to all Common Shares subject  to such SAR in the event that a Change in Control occurs with respect to the Company.  (f) Exercise of SARs.  Upon exercise of a SAR, the Participant (or any person having  the right to exercise the SAR after his or her death) shall receive from the Company (i) Shares, (ii)  cash or (iii) a combination of Shares and cash, as the Committee shall determine.  The amount of  cash and/or the Fair Market Value of Shares received upon exercise of SARs shall, in the  





 






  1STDIBS.COM, INC.  2021 STOCK INCENTIVE PLAN  14  aggregate, be equal to the amount by which the Fair Market Value (on the date of surrender) of  the Shares subject to the SARs exceeds the Exercise Price.  (g) Modification, Extension or Assumption of SARs.  Within the limitations of the Plan,  the Committee may modify, extend, or assume outstanding SARs or may accept the cancellation  of outstanding SARs (whether granted by the Company or by another issuer) in return for the grant  of new SARs for the same or a different number of Shares and at the same or a different Exercise  Price, or in return for the grant of a different Award for the same or a different number of Shares  or cash.  The foregoing notwithstanding, no modification of a SAR shall, without the consent of  the holder, materially impair his or her rights or obligations under such SAR.  (h) Buyout Provisions.  The Committee may at any time (i) offer to buy out for a  payment in cash or cash equivalents a SAR previously granted, or (ii) authorize a Participant to  elect to cash out a SAR previously granted, in either case at such time and based upon such terms  and conditions as the Committee shall establish.  SECTION 10. STOCK UNITS.  (a) Stock Unit Award Agreement.  Each grant of Stock Units under the Plan shall be  evidenced by a Stock Unit Award Agreement between the Participant and the Company.  Such  Stock Units shall be subject to all applicable terms of the Plan and may be subject to any other  terms that are not inconsistent with the Plan.  The provisions of the various Stock Unit Award  Agreements entered into under the Plan need not be identical.  (b) Payment for Awards.  To the extent that an Award is granted in the form of Stock  Units, no cash consideration shall be required of the Award recipients.  (c) Vesting Conditions.  Each Award of Stock Units may or may not be subject to  vesting.  Vesting shall occur, in full or in installments, upon satisfaction of the conditions specified  in the Stock Unit Award Agreement.  A Stock Unit Award Agreement may provide for accelerated  vesting in the event of the Participant’s death, Disability, retirement, or other events.  The  Committee may determine, at the time of granting Stock Units or thereafter, that all or part of such  Stock Units shall become vested in the event that a Change in Control occurs with respect to the  Company.  (d) Voting and Dividend Rights.  The holders of Stock Units shall have no voting rights.   Prior to settlement or forfeiture, any Stock Unit awarded under the Plan may, at the Committee’s  discretion, carry with it a right to dividend equivalents.  Such right entitles the holder to be credited  with an amount equal to all cash dividends paid on one Share while the Stock Unit is outstanding.   Dividend equivalents may be converted into additional Stock Units.  Settlement of dividend  equivalents may be made in the form of cash, in the form of Shares, or in a combination of both.  Dividend equivalents shall not be distributed prior to settlement of the Stock Unit to which the  dividend equivalents pertain.  Prior to distribution, any dividend equivalents shall be subject to the  same conditions and restrictions (including without limitation, any forfeiture conditions) as the  Stock Units to which they attach.  The value of dividend equivalents payable or distributable with  respect to any unvested Stock Units that do not vest shall be forfeited.  





 






  1STDIBS.COM, INC.  2021 STOCK INCENTIVE PLAN  15  (e) Form and Time of Settlement of Stock Units.  Settlement of vested Stock Units may  be made in the form of (i) cash, (ii) Shares or (iii) any combination of both, as determined by the  Committee.  The actual number of Stock Units eligible for settlement may be larger or smaller  than the number included in the original Award, based on predetermined performance factors.   Methods of converting Stock Units into cash may include (without limitation) a method based on  the average Fair Market Value of Shares over a series of trading days.  A Stock Unit Award  Agreement may provide that vested Stock Units may be settled in a lump sum or in installments.   A Stock Unit Award Agreement may provide that the distribution may occur or commence when  all vesting conditions applicable to the Stock Units have been satisfied or have lapsed, or it may  be deferred to any later date, subject to compliance with Section 409A.  The amount of a deferred  distribution may be increased by an interest factor or by dividend equivalents.  Until an Award of  Stock Units is settled, the number of such Stock Units shall be subject to adjustment pursuant to  Section 12.  (f) Death of Participant.  Any Stock Unit Award that becomes payable after the  Participant’s death shall be distributed to the Participant’s beneficiary or beneficiaries.  Each  recipient of a Stock Unit Award under the Plan shall designate one or more beneficiaries for this  purpose by filing the prescribed form with the Company.  A beneficiary designation may be  changed by filing the prescribed form with the Company at any time before the Participant’s death.   If no beneficiary was designated or if no designated beneficiary survives the Participant, then any  Stock Units Award that becomes payable after the Participant’s death shall be distributed to the  Participant’s estate.  (g) Creditors’ Rights.  A holder of Stock Units shall have no rights other than those of  a general creditor of the Company.  Stock Units represent an unfunded and unsecured obligation  of the Company, subject to the terms and conditions of the applicable Stock Unit Award  Agreement.  SECTION 11. CASH-BASED AWARDS.  The Committee may, in its sole discretion, grant Cash-Based Awards to any Participant in  such number or amount and upon such terms, and subject to such conditions, as the Committee  shall determine at the time of grant and specify in an applicable Award Agreement.  The  Committee shall determine the maximum duration of the Cash-Based Award, the amount of cash  which may be payable pursuant to the Cash-Based Award, the conditions upon which the Cash- Based Award shall become vested or payable, and such other provisions as the Committee shall  determine.  Each Cash-Based Award shall specify a cash-denominated payment amount, formula,  or payment ranges as determined by the Committee.  Payment, if any, with respect to a Cash-Based  Award shall be made in accordance with the terms of the Award and may be made in cash or in  Shares, as the Committee determines.  SECTION 12. ADJUSTMENT OF SHARES.  (a) Adjustments.  In the event of a subdivision of the outstanding Stock, a declaration  of a dividend payable in Shares, a declaration of a dividend payable in a form other than Shares in  an amount that has a material effect on the price of Shares, a combination or consolidation of the  





 






  1STDIBS.COM, INC.  2021 STOCK INCENTIVE PLAN  16  outstanding Stock (by reclassification or otherwise) into a lesser number of Shares, a  recapitalization, a spin-off or a similar occurrence, the Committee shall make appropriate and  equitable adjustments in:  (i) The number of Shares available for future Awards and the limitations set  forth under Section 5;  (ii) The number of Shares covered by each outstanding Award; and  (iii) The Exercise Price under each outstanding Option and SAR.  (b) Dissolution or Liquidation.  To the extent not previously exercised or settled,  Options, SARs, and Stock Units shall terminate immediately prior to the dissolution or liquidation  of the Company.  (c) Mergers or Reorganizations.  In the event that the Company is a party to a merger  or other reorganization, outstanding Awards shall be subject to the agreement of merger or  reorganization.  Subject to compliance with Section 409A, such agreement shall provide for:  (i) The continuation of the outstanding Awards by the Company, if the  Company is a surviving corporation;  (ii) The assumption of the outstanding Awards by the surviving corporation its  parent or subsidiary;  (iii) The substitution by the surviving corporation or its parent or subsidiary of  its own awards for the outstanding Awards;  (iv) Immediate vesting, exercisability, or settlement of outstanding Awards  followed by the cancellation of such Awards upon or immediately prior to  the effectiveness of such transaction; or  (v) Settlement of the intrinsic value of the outstanding Awards (whether or not  then vested or exercisable) in cash or cash equivalents or equity (including  cash or equity subject to deferred vesting and delivery consistent with the  vesting restrictions applicable to such Awards or the underlying Shares)  followed by the cancellation of such Awards (and, for the avoidance of  doubt, if as of the date of the occurrence of the transaction the Committee  determines in good faith that no amount would have been attained upon the  exercise of such Award or realization of the Participant’s rights, then such  Award may be terminated by the Company without payment);    in each case without the Participant’s consent.  Any acceleration of payment of an amount  that is subject to Section 409A will be delayed, if necessary, until the earliest time that such  payment would be permissible under Section 409A without triggering any additional taxes  applicable under Section 409A.  





 






  1STDIBS.COM, INC.  2021 STOCK INCENTIVE PLAN  17   The Company will have no obligation to treat all Awards, all Awards held by a Participant,  or all Awards of the same type, similarly.  (d) Reservation of Rights.  Except as provided in this Section 12, a Participant shall  have no rights by reason of any subdivision or consolidation of Shares of stock of any class, the  payment of any dividend or any other increase or decrease in the number of Shares of stock of any  class.  Any issue 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 Award.  The grant of an  Award 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.  In the event of any change affecting the Shares or the Exercise Price of Shares subject to  an Award, including a merger or other reorganization, for reasons of administrative convenience,  the Company in its sole discretion may refuse to permit the exercise of any Award during a period  of up to thirty (30) days prior to the occurrence of such event.  SECTION 13. DEFERRAL OF AWARDS.  (a) Committee Powers.  Subject to compliance with Section 409A, the Committee (in  its sole discretion) may permit or require a Participant to:  (i) Have cash that otherwise would be paid to such Participant as a result of the  exercise of a SAR or the settlement of Stock Units credited to a deferred  compensation account established for such Participant by the Committee as  an entry on the Company’s books;  (ii) Have Shares that otherwise would be delivered to such Participant as a  result of the exercise of an Option or SAR converted into an equal number  of Stock Units; or  (iii) Have Shares that otherwise would be delivered to such Participant as a  result of the exercise of an Option or SAR or the settlement of Stock Units  converted into amounts credited to a deferred compensation account  established for such Participant by the Committee as an entry on the  Company’s books.  Such amounts shall be determined by reference to the  Fair Market Value of such Shares as of the date when they otherwise would  have been delivered to such Participant.  (b) General Rules.  A deferred compensation account established under this Section 13  may be credited with interest or other forms of investment return, as determined by the Committee.   A Participant for whom such an account is established shall have no rights other than those of a  general creditor of the Company.  Such an account shall represent an unfunded and unsecured  obligation of the Company and shall be subject to the terms and conditions of the applicable  agreement between such Participant and the Company.  If the deferral or conversion of Awards is  permitted or required, the Committee (in its sole discretion) may establish rules, procedures, and  





 






  1STDIBS.COM, INC.  2021 STOCK INCENTIVE PLAN  18  forms pertaining to such Awards, including (without limitation) the settlement of deferred  compensation accounts established under this Section 13.  SECTION 14. AWARDS UNDER OTHER PLANS.  The Company may grant awards under other plans or programs.  Such awards may be  settled in the form of Shares issued under the Plan.  Such Shares shall be treated for all purposes  under the Plan like Shares issued in settlement of Stock Units and shall, when issued, reduce the  number of Shares available under Section 5.  SECTION 15. PAYMENT OF DIRECTOR’S FEES IN SECURITIES.  (a) Effective Date. No provision of this Section 15 shall be effective unless and until  the Board has determined to implement such provision.  (b) Elections to Receive NSOs, SARs, Restricted Shares, or Stock Units.  An Outside  Director may elect to receive his or her annual retainer payments and/or meeting fees from the  Company in the form of cash, NSOs, SARs, Restricted Shares, Stock Units, or a combination  thereof, as determined by the Board.  Alternatively, the Board may mandate payment in any of  such alternative forms.  Such NSOs, SARs, Restricted Shares, and Stock Units shall be issued  under the Plan.  An election under this Section 15 shall be filed with the Company on the prescribed  form.  (c) Number and Terms of NSOs, SARs, Restricted Shares or Stock Units.  The number  of NSOs, SARs, Restricted Shares, or Stock Units to be granted to Outside Directors in lieu of  annual retainers and meeting fees that would otherwise be paid in cash shall be calculated in a  manner determined by the Board.  The terms of such NSOs, SARs, Restricted Shares, or Stock  Units shall also be determined by the Board.  SECTION 16. LEGAL AND REGULATORY REQUIREMENTS.  Shares shall not be issued under the Plan unless the issuance and delivery of such Shares  complies with (or is exempt from) all applicable requirements of law, including (without  limitation) the Securities Act, state securities laws and regulations and the regulations of any stock  exchange on which the Company’s securities may then be listed, and the Company has obtained  the approval or favorable ruling from any governmental agency which the Company determines is  necessary or advisable.  The Company shall not be liable to a Participant or other persons as to:  (a) the non-issuance or sale of Shares as to which the Company has not obtained from any  regulatory body having jurisdiction the authority deemed by the Company’s counsel to be  necessary to the lawful issuance and sale of any Shares under the Plan; and (b) any tax  consequences expected, but not realized, by any Participant or other person due to the receipt,  exercise or settlement of any Award granted under the Plan.  





 






  1STDIBS.COM, INC.  2021 STOCK INCENTIVE PLAN  19  SECTION 17. TAXES.  (a) Withholding Taxes.  To the extent required by applicable federal, state, local, or  foreign law, a Participant or his or her successor shall make arrangements satisfactory to the  Company for the satisfaction of any withholding tax obligations that arise in connection with the  Plan.  The Company shall not be required to issue any Shares or make any cash payment under the  Plan until such obligations are satisfied.  (b) Share Withholding.  The Committee may permit a Participant to satisfy all or part  of his or her withholding or income tax obligations by having the Company withhold all or a  portion of any Shares that otherwise would be issued to him or her or by surrendering all or a  portion of any Shares that he or she previously acquired.  Such Shares shall be valued at their Fair  Market Value on the date when taxes otherwise would be withheld in cash.  In no event may a  Participant have Shares withheld that would otherwise be issued to him or her in excess of the  number necessary to satisfy the maximum legally required tax withholding.  (c) Section 409A.  Each Award that provides for “nonqualified deferred compensation”  within the meaning of Section 409A shall be subject to such additional rules and requirements as  specified by the Committee from time to time in order to comply with Section 409A.  If any amount  under such an Award is payable upon a “separation from service” (within the meaning of Section  409A) to a Participant who is then considered a “specified employee” (within the meaning of  Section 409A), then no such payment shall be made prior to the date that is the earlier of (i) six (6)  months and one day after the Participant’s separation from service, or (ii) the Participant’s death,  but only to the extent such delay is necessary to prevent such payment from being subject to  interest, penalties, and/or additional tax imposed pursuant to Section 409A.  In addition, the  settlement of any such Award may not be accelerated except to the extent permitted by Section  409A.  SECTION 18. TRANSFERABILITY.  Unless the agreement evidencing an Award (or an amendment thereto authorized by the  Committee) expressly provides otherwise, no Award granted under the Plan, nor any interest in  such Award, may be sold, assigned, conveyed, gifted, pledged, hypothecated, or otherwise  transferred in any manner (prior to the vesting and lapse of any and all restrictions applicable to  Shares issued under such Award), other than by will or the laws of descent and distribution;  provided, however, that an ISO may be transferred or assigned only to the extent consistent with  Section 422 of the Code.  Any purported assignment, transfer, or encumbrance in violation of this  Section 18 shall be void and unenforceable against the Company.  SECTION 19. PERFORMANCE BASED AWARDS.  The number of Shares or other benefits granted, issued, retained, and/or vested under an  Award may be made subject to the attainment of performance goals.  The Committee may utilize  any performance criteria selected by it in its sole discretion to establish performance goals.  





 






  1STDIBS.COM, INC.  2021 STOCK INCENTIVE PLAN  20  SECTION 20. RECOUPMENT.  In the event that the Company is required to prepare restated financial results owing to an  executive officer’s intentional misconduct or grossly negligent conduct, the Board (or a designated  committee) shall have the authority, to the extent permitted by applicable law, to require  reimbursement or forfeiture to the Company of the amount of bonus or incentive compensation  (whether cash-based or equity-based) such executive officer received during the three fiscal years  preceding the year the restatement is determined to be required, to the extent that such bonus or  incentive compensation exceeds what the officer would have received based on an applicable  restated performance measure or target.  The Company will recoup incentive-based compensation  from executive officers to the extent required under the Dodd-Frank Wall Street Reform and  Consumer Protection Act and any rules, regulations and listing standards that may be issued under  that act.  Any right of recoupment under this provision will be in addition to, and not in lieu of,  any other rights of recoupment that may be available to the Company.    SECTION 21. NO EMPLOYMENT RIGHTS.  No provision of the Plan, nor any Award granted under the Plan, shall be construed to give  any person any right to become, to be treated as, or to remain an Employee or Consultant.  The  Company and its Subsidiaries reserve the right to terminate any person’s Service at any time and  for any reason, with or without notice.  SECTION 22. DURATION AND AMENDMENTS.  (a) Term of the Plan.  The Plan, as set forth herein, shall come into existence on the  date of its adoption by the Board; provided, however, that no Award may be granted hereunder  prior to the Effective Date.  The Board may suspend or terminate the Plan at any time.  No ISOs  may be granted after the tenth anniversary of the earlier of (i) the date the Plan is adopted by the  Board, or (ii) the date the Plan is approved the stockholders of the Company.  (b) Right to Amend the Plan.  The Board may amend the Plan at any time and from  time to time.  Rights and obligations under any Award granted before amendment of the Plan shall  not be materially impaired by such amendment, except with consent of the Participant.  An  amendment of the Plan shall be subject to the approval of the Company’s stockholders only to the  extent required by applicable laws, regulations or rules.  (c) Effect of Termination.  No Awards shall be granted under the Plan after the  termination thereof.  The termination of the Plan shall not affect Awards previously granted under  the Plan.  





 






  1STDIBS.COM, INC.  2021 STOCK INCENTIVE PLAN  21  SECTION 23. AWARDS TO NON-U.S. PARTICIPANTS.  Awards may be granted to Participants who are non-United States nationals or employed  or providing services outside the United States, or both, on such terms and conditions different  from those applicable to Awards to Participants who are employed or providing services in the  United States as may, in the judgment of the Committee, be necessary or desirable to recognize  differences in local law, tax policy, or custom.  The Committee also may impose conditions on the  exercise, vesting, or settlement of Awards in order to minimize the Company’s obligation with  respect to tax equalization for Participants on assignments outside their home country.  SECTION 24. GOVERNING LAW.  The Plan and each Award Agreement shall be governed by the laws of the State of  Delaware, without application of the conflicts of law principles thereof.  SECTION 25. SUCCESSORS AND ASSIGNS.  The terms of the Plan shall be binding upon and inure to the benefit of the Company and  any successor entity, including any successor entity contemplated by Section 12(c).  SECTION 26. EXECUTION.  To record the adoption of the Plan by the Board, the Company has caused its authorized  officer to execute the same.  1STDIBS.COM, INC.    By:  /s/ David Rosenblatt    Name : David Rosenblatt  Title: Chief Executive Officer    





 






1      1STDIBS.COM, INC.  2021 STOCK INCENTIVE PLAN  NOTICE OF STOCK OPTION GRANT  You have been granted the following Option (this “Option” or this “Award”) to  purchase shares of Common Stock (“Stock”) of 1stdibs.com, Inc. (the “Company”) under the  1stdibs.com, Inc. 2021 Stock Incentive Plan (as may be amended from time to time, the “Plan”):  Name of Optionee: [Name of Optionee]  Grant Date: [Date of Grant]  Total Number of Shares Subject to  Option:  [Total Shares]  Type of Option: ☐  Incentive Stock Option  ☐  Nonstatutory Stock Option  Exercise Price Per Share: $[Exercise Price]  Vesting Commencement Date: [Vesting Commencement Date]  Vesting Schedule: [This Option becomes exercisable when you complete [___]  months of continuous Service as an Employee or a Consultant  from the Vesting Commencement Date.  Actual vesting schedule  to be inserted.]  Expiration Date: [Expiration Date] This Option expires earlier if your Service  terminates earlier, as described in the Stock Option Agreement.  By your written signature below (or your electronic acceptance) and the signature of  the Company’s representative below, you and the Company agree that this Option is  granted under and governed by the term and conditions of the Plan and the Stock Option  Agreement (this “Agreement”), both of which are attached to and made a part of this  document.    By your written signature below (or your electronic acceptance), you further agree  that the Company may deliver by e-mail all documents relating to the Plan or this Award  (including without limitation, prospectuses required by the Securities and Exchange  Commission) and all other documents that the Company is required to deliver to its  security holders (including without limitation, annual reports and proxy statements).  You  also agree that the Company may deliver these documents by posting them on a website  maintained by the Company or by a third party under contract with the Company.  If the  Company posts these documents on a website, it will notify you by e-mail.  Should you  electronically accept this Agreement, you agree to the following:  “This electronic contract  contains my electronic signature, which I have executed with the intent to sign this  Agreement.”  





 






  2      OPTIONEE          Optionee’s Signature          Optionee’s Printed Name  1STDIBS.COM, INC.   By:        Name:        Title:        





 






  3      1STDIBS.COM, INC.  2021 STOCK INCENTIVE PLAN  STOCK OPTION AGREEMENT  The Plan and Other  Agreements  The Option that you are receiving is granted pursuant and subject in  all respects to the applicable provisions of the Plan, which is  incorporated herein by reference.  Capitalized terms not defined in this  Agreement will have the meanings ascribed to them in the Plan.    The attached Notice, this Agreement and the Plan constitute the entire  understanding between you and the Company regarding this Award.   Any prior agreements, commitments or negotiations concerning this  Option are superseded.  This Agreement may be amended by the  Committee without your consent; however, if any such amendment  would materially impair your rights or obligations under this  Agreement, this Agreement may be amended only by another written  agreement, signed by you and the Company.  Tax Treatment This Option is intended to be an incentive stock option under Section  422 of the Code or a nonstatutory option, as provided in the Notice of  Stock Option Grant.  Even if this Option is designated as an incentive  stock option, it will be deemed to be a nonstatutory option to the  extent required by the $100,000 annual limitation under Section  422(d) of the Code.  Vesting This Option becomes exercisable in installments, as shown in the  Notice of Stock Option Grant.  This Option will in no event become  exercisable for additional Shares after your Service as an Employee or  a Consultant has terminated for any reason.  Term This Option expires in any event at the close of business at Company  headquarters on the day before the tenth (10th) anniversary of the  Grant Date, as shown on the Notice of Stock Option Grant (fifth (5th)  anniversary for a more than ten percent (10%) shareholder as provided  under the Plan if this is an incentive stock option).  This Option may  expire earlier if your Service terminates, as described below.  Regular Termination      If your Service terminates for any reason except due to your death or  Disability, then this Option will expire at the close of business at  Company headquarters on the date three (3) months after the date your  Service terminates (or, if earlier, the Expiration Date).  The Company  determines when your Service terminates for this purpose and all  purposes under the Plan and its determinations are conclusive and  binding on all persons.  Death If your Service terminates because of your death, then this Option will  expire at the close of business at Company headquarters on the date  





 






  4      twelve (12) months after the date your Service terminates (or, if  earlier, the Expiration Date).  During that period of up to twelve (12)  months, your estate or heirs may exercise this Option.    Disability If your Service terminates because of your Disability, then this Option  will expire at the close of business at Company headquarters on the  date twelve (12) months after the date your Service terminates (or, if  earlier, the Expiration Date).    Leaves of Absence For purposes of this Option, your Service does not terminate when you  go on a military leave, a sick leave or another bona fide leave of  absence, if the leave of absence was approved by the Company in  writing and if continued crediting of Service is required by the terms  of the leave or by applicable law.  But your Service terminates when  the approved leave ends, unless you immediately return to active  work.    If you go on a leave of absence, then the vesting schedule specified in  the Notice of Stock Option Grant may be adjusted in accordance with  the Company’s leave of absence policy or the terms of your leave.  If  you commence working on a part-time basis, then the vesting schedule  specified in the Notice of Stock Option Grant may be adjusted in  accordance with the Company’s part-time work policy or the terms of  an agreement between you and the Company pertaining to your part- time schedule.    Restrictions on  Exercise  The Company will not permit you to exercise this Option if the  issuance of Shares at that time would violate any law or regulation.   The inability of the Company to obtain approval from any regulatory  body having authority deemed by the Company to be necessary to the  lawful issuance and sale of the Stock pursuant to this Option will  relieve the Company of any liability with respect to the non-issuance  or sale of the Stock as to which such approval will not have been  obtained.    Notice of Exercise When you wish to exercise this Option you must provide a written or  electronic notice of exercise form (substantially in the form attached to  this Agreement as Exhibit A) in accordance with such procedures as  are established by the Company and communicated to you from time  to time.  Any notice of exercise must specify how many Shares you  wish to purchase and how your Shares should be registered.  The  notice of exercise will be effective when it is received by the  Company.  If someone else wants to exercise this Option after your  death, that person must prove to the Company’s satisfaction that he or  she is entitled to do so.    





 






  5      Form of Payment When you submit your notice of exercise, you must include payment  of the Option exercise price for the Shares you are purchasing.   Payment may be made in the following form(s):    • Your personal check, a cashier’s check, a money order or a  wire transfer.    • Certificates for Shares that you own, along with any forms  needed to effect a transfer of those Shares to the Company.   The value of the Shares, determined as of the effective date of  the Option exercise, will be applied to the Option exercise  price.  Instead of surrendering Shares, you may attest to the  ownership of those Shares on a form provided by the Company  and have the same number of Shares subtracted from the  Shares issued to you upon exercise of this Option.  However,  you may not surrender or attest to the ownership of Shares in  payment of the exercise price if your action would cause the  Company to recognize a compensation expense (or additional  compensation expense) with respect to this Option for financial  reporting purposes.    • By delivery on a form approved by the Company of an  irrevocable direction to a securities broker approved by the  Company to sell all or part of the Shares that are issued to you  when you exercise this Option and to deliver to the Company  from the sale proceeds an amount sufficient to pay the Option  exercise price and any withholding taxes.  The balance of the  sale proceeds, if any, will be delivered to you.  The directions  must be given by providing a notice of exercise form approved  by the Company.    • By delivery on a form approved by the Company of an  irrevocable direction to a securities broker or lender approved  by the Company to pledge Shares that are issued to you when  you exercise this Option as security for a loan and to deliver to  the Company from the loan proceeds an amount sufficient to  pay the Option exercise price and any withholding taxes.  The  directions must be given by providing a notice of exercise form  approved by the Company.    • If permitted by the Committee, by a “net exercise”  arrangement pursuant to which the number of Shares issuable  upon exercise of the Option will be reduced by the largest  whole number of Shares having an aggregate Fair Market  Value that does not exceed the aggregate exercise price (plus  tax withholdings, if applicable) and any remaining balance of  the aggregate exercise price (and/or applicable tax  





 






  6      withholdings) not satisfied by such reduction in the number of  whole Shares to be issued will be paid by you in cash other  form of payment permitted under this Option.  The directions  must be given by providing a notice of exercise form approved  by the Company.    • Any other form permitted by the Committee in its sole  discretion.    Notwithstanding the foregoing, payment may not be made in any form  that is unlawful, as determined by the Committee in its sole discretion.    Withholding Taxes  and Stock  Withholding   Regardless of any action the Company and/or the Subsidiary or  Affiliate employing you (“Employer”) takes with respect to any or all  income tax, social insurance, payroll tax, payment on account or other  tax-related withholding (“Tax-Related Items”), you acknowledge that  the ultimate liability for all Tax-Related Items legally due by you is  and remains your responsibility and that the Company and/or your  Employer (1) make no representations or undertakings regarding the  treatment of any Tax-Related Items in connection with any aspect of  this Option grant, including the grant, vesting or exercise of this  Option, the subsequent sale of Shares acquired pursuant to such  exercise and the receipt of any dividends; and (2) do not commit to  structure the terms of the grant or any aspect of this Option to reduce  or eliminate your liability for Tax-Related Items.    Prior to exercise of this Option, you will pay or make adequate  arrangements satisfactory to the Company and/or your Employer to  satisfy all withholding and payment on account obligations of the  Company and/or your Employer.  In this regard, you authorize the  Company and/or your Employer to withhold all applicable Tax- Related Items legally payable by you from your wages or other cash  compensation paid to you by the Company and/or your Employer.   With the Company’s consent, these arrangements may also include, if  permissible under local law, (a) withholding Shares that otherwise  would be issued to you when you exercise this Option, provided that  the Company only withholds the amount of Shares necessary to satisfy  the maximum legally required tax withholding, (b) having the  Company withhold taxes from the proceeds of the sale of the Shares,  either through a voluntary sale or through a mandatory sale arranged  by the Company (on your behalf pursuant to this authorization), or  (c) any other arrangement approved by the Committee.  The Fair  Market Value of the Shares, determined as of the effective date of the  Option exercise, will be applied as a credit against the withholding  taxes.  Finally, you will pay to the Company or your Employer any  amount of Tax-Related Items that the Company or your Employer  may be required to withhold as a result of your participation in the  





 






  7      Plan or your purchase of Shares that cannot be satisfied by the means  previously described.  The Company may refuse to honor the exercise  and refuse to deliver the Shares if you fail to comply with your  obligations in connection with the Tax-Related Items as described in  this section.    Restrictions on Resale You agree not to sell any Shares at a time when applicable laws,  Company policies or an agreement between the Company and its  underwriters prohibit a sale.  This restriction will apply as long as your  Service continues and for such period of time after the termination of  your Service as the Company may specify.    Transfer of Option In general, only you can exercise this Option prior to your death.  You  may not sell, transfer, assign, pledge or otherwise dispose of this  Option, other than as designated by you, by will or by the laws of  descent and distribution, except as provided below.  For instance, you  may not use this Option as security for a loan.  If you attempt to do  any of these things, this Option will immediately become invalid.  You  may in any event dispose of this Option in your will.  Regardless of  any marital property settlement agreement, the Company is not  obligated to honor a notice of exercise from your former spouse, nor is  the Company obligated to recognize your former spouse’s interest in  this Option in any other way.    However, if this Option is designated as a nonstatutory stock option in  the Notice of Stock Option Grant, then the Committee may, in its sole  discretion, allow you to transfer this Option as a gift to one or more  family members.  For purposes of this Agreement, “family member”  means a child, stepchild, grandchild, parent, stepparent, grandparent,  spouse, former spouse, sibling, niece, nephew, mother-in-law, father- in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law  (including adoptive relationships), any individual sharing your  household (other than a tenant or employee), a trust in which one or  more of these individuals have more than fifty percent (50%) of the  beneficial interest, a foundation in which you or one or more of these  persons control the management of assets, and any entity in which you  or one or more of these persons own more than fifty percent (50%) of  the voting interest.    In addition, if this Option is designated as a nonstatutory stock option  in the Notice of Stock Option Grant, then the Committee may, in its  sole discretion, allow you to transfer this Option to your spouse or  former spouse pursuant to a domestic relations order in settlement of  marital property rights.    The Committee will allow you to transfer this Option only if both you  and the transferee(s) execute the forms prescribed by the Committee,  





 






  8      which include the consent of the transferee(s) to be bound by this  Agreement.    Retention Rights Neither this Option nor this Agreement gives you the right to be  employed or retained by the Company or any Subsidiary or Affiliate  of the Company in any capacity.  The Company and its Subsidiaries  and Affiliates reserve the right to terminate your Service at any time,  with or without cause.    Shareholder Rights This Option carries neither voting rights nor rights to dividends.  You,  or your estate or heirs, have no rights as a shareholder of the Company  unless and until you have exercised this Option by giving the required  notice to the Company and paying the exercise price.  No adjustments  will be made for dividends or other rights if the applicable record date  occurs before you exercise this Option, except as described in the  Plan.    Adjustments The number of Shares covered by this Option and the exercise price  per Share will be subject to adjustment in the event of a stock split, a  stock dividend or a similar change in Company Shares, and in other  circumstances, as set forth in the Plan.  The forfeiture provisions and  restrictions described above will apply to all new, substitute or  additional stock options or securities to which you are entitled by  reason of this Award.    Successors and  Assigns  Except as otherwise provided in the Plan or this Agreement, every  term of this Agreement will be binding upon and inure to the benefit  of the parties hereto and their respective heirs, legatees, legal  representatives, successors, transferees and assigns.    Notice Any notice required or permitted under this Agreement will be given  in writing and will be deemed effectively given upon the earliest of  personal delivery, receipt or the third (3rd) full day following mailing  with postage and fees prepaid, addressed to the other party hereto at  the address last known in the Company’s records or at such other  address as such party may designate by ten (10) days’ advance written  notice to the other party hereto.    Section 409A of the  Code  To the extent this Agreement is subject to, and not exempt from,  Section 409A of the Code, this Agreement is intended to comply with  Section 409A, and its provisions will be interpreted in a manner  consistent with such intent.  You acknowledge and agree that changes  may be made to this Agreement to avoid adverse tax consequences to  you under Section 409A.    Applicable Law and  Choice of Venue  This Agreement will be interpreted and enforced under the laws of the  State of Delaware without application of the conflicts of law principles  





 






  9      thereof.      For purposes of litigating any dispute that arises directly or indirectly  from the relationship of the parties evidenced by this Award or this  Agreement, the parties hereby submit to and consent to the exclusive  jurisdiction of the State of New York and agree that any such litigation  will be conducted only in the courts of New York, or the federal courts  of the United States located in New York and no other courts.      Miscellaneous You understand and acknowledge that (1) the Plan is entirely  discretionary, (2) the Company and your Employer have reserved the  right to amend, suspend or terminate the Plan at any time, (3) the grant  of this Option does not in any way create any contractual or other right  to receive additional grants of options (or benefits in lieu of options) at  any time or in any amount and (4) all determinations with respect to  any additional grants, including (without limitation) the times when  options will be granted, the number of Shares subject to awards, the  exercise price and the vesting schedule, will be at the sole discretion of  the Company.    The value of this Option will be an extraordinary item of  compensation outside the scope of your employment contract, if any,  and will not be considered a part of your normal or expected  compensation for purposes of calculating severance, resignation,  redundancy or end-of-service payments, bonuses, long-service awards,  pension or retirement benefits or similar payments.    You understand and acknowledge that participation in the Plan ceases  upon termination of your Service for any reason, except as may  explicitly be provided otherwise in the Plan or this Agreement.  You hereby authorize and direct your Employer to disclose to the  Company or any Subsidiary or Affiliate any information regarding  your employment, the nature and amount of your compensation and  the fact and conditions of your participation in the Plan, as your  Employer deems necessary or appropriate to facilitate the  administration of the Plan.    You consent to the collection, use and transfer of personal data as  described in this subsection.  You understand and acknowledge that  the Company, your Employer and the Company’s other Subsidiaries  and Affiliates hold certain personal information regarding you for the  purpose of managing and administering the Plan, including (without  limitation) your name, home address, telephone number, date of birth,  social insurance or other government identification number, salary,  nationality, job title, any Shares or directorships held in the Company  and details of all options or any other entitlements to Shares awarded,  





 






  10      canceled, exercised, vested, unvested or outstanding in your favor (the  “Data”).  You further understand and acknowledge that the Company,  its Subsidiaries and/or its Affiliates will transfer Data among  themselves as necessary for the purpose of implementation,  administration and management of your participation in the Plan and  that the Company and/or any Subsidiary may each further transfer  Data to any third party assisting the Company in the implementation,  administration and management of the Plan.  You understand and  acknowledge that the recipients of Data may be located in the United  States or elsewhere, and that the laws of a recipient’s country of  operation (e.g., the United States) may not have equivalent privacy   protections as local laws where you reside or work.  You authorize  such recipients to receive, possess, use, retain and transfer Data, in  electronic or other form, for the purpose of administering your  participation in the Plan, including a transfer to any broker or other  third party with whom you elect to deposit Shares acquired under the  Plan of such Data as may be required for the administration of the Plan  and/or the subsequent holding of Shares on your behalf.  You may, at  any time, view the Data, require any necessary modifications of Data,  make inquiries about the treatment of Data or withdraw the consents  set forth in this subsection by contacting the Human Resources  Department of the Company in writing.    BY SIGNING THE COVER SHEET OF THIS AGREEMENT, YOU AGREE TO ALL  OF THE TERMS AND CONDITIONS DESCRIBED ABOVE AND IN THE PLAN.      





 






EXHIBIT A    A-1      1STDIBS.COM, INC.   2021 STOCK INCENTIVE PLAN  NOTICE OF EXERCISE OF STOCK OPTION  OPTIONEE INFORMATION:  Name:   Social Security  Number:    Employee Number:   Address:            OPTION INFORMATION:  Grant Date:   Exercise Price per Share: $  Total Number of Shares of 1stdibs.com, Inc.  (the “Company”) Covered by Option:    Type of Stock Option: ☐  Nonstatutory (NSO)   ☐  Incentive (ISO)  Number of Shares of the Company for which  Option is Being Exercised Now:         (“Purchased Shares”)  Total Exercise Price for the Purchased Shares: $  Form of Payment: ☐  Cash or  Check for $    payable to “1stdibs.com, Inc.”  ☐  Cashless exercise  ☐  Net exercise  Name(s) in which the Purchased Shares should  be Registered:    The Certificate for the Purchased Shares (if  any) should be sent to the Following Address:        ACKNOWLEDGMENTS:  1. I understand that all sales of Purchased Shares are subject to compliance with the Company’s  policy on securities trades.  





 






  A-2      2. I hereby acknowledge that I received and read a copy of the prospectus describing the  1stdibs.com, Inc. 2021 Stock Incentive Plan and the tax consequences of an exercise.  3. In the case of a nonstatutory option, I understand that I must recognize ordinary income equal  to the spread between the fair market value of the Purchased Shares on the date of exercise  and the exercise price.  I further understand that I am required to pay withholding taxes at the  time of exercising a nonstatutory option.  4. In the case of an incentive stock option, I agree to notify the Company if I dispose of the  Purchased Shares before I have met both of the tax holding periods applicable to incentive  stock options (that is, if I dispose of the Purchased Shares prior to the date that is two (2)  years after the Grant Date and one (1) year after the date the option was exercised).  SIGNATURE AND DATE:           , 20  





 






    1STDIBS.COM, INC.  2021 STOCK INCENTIVE PLAN  NOTICE OF RESTRICTED STOCK AWARD  You have been granted the following restricted shares of Common Stock (the  “Restricted Shares” or this “Award”) of 1stdibs.com, Inc. (the “Company”) under the  1stdibs.com, Inc. 2021 Stock Incentive Plan (as may be amended from time to time, the “Plan”):  Name of Recipient: [Name of Recipient]  Grant Date: [Date of Grant]  Total Number of Shares Granted: [Total Shares]  Vesting Commencement Date: [Vesting Commencement Date]  Vesting Schedule: [The Restricted Shares vest when you complete [___]  months of continuous Service as an Employee or a  Consultant from the Vesting Commencement Date.  Actual  vesting schedule to be inserted.]   By your written signature below (or your electronic acceptance) and the signature of  the Company’s representative below, you and the Company agree that the Restricted  Shares are granted under and governed by the term and conditions of the Plan and the  Restricted Stock Agreement (this “Agreement”), both of which are attached to and made a  part of this document.    By your written signature below (or your electronic acceptance), you further agree  that the Company may deliver by e-mail all documents relating to the Plan or this Award  (including without limitation, prospectuses required by the Securities and Exchange  Commission) and all other documents that the Company is required to deliver to its  security holders (including without limitation, annual reports and proxy statements).  You  also agree that the Company may deliver these documents by posting them on a website  maintained by the Company or by a third party under contract with the Company.  If the  Company posts these documents on a website, it will notify you by e-mail.  Should you  electronically accept this Agreement, you agree to the following:  “This electronic contract  contains my electronic signature, which I have executed with the intent to sign this  Agreement.”    RECIPIENT 1STDIBS.COM, INC.          Recipient’s Signature          Recipient’s Printed Name  By:        Name:        Title:           





 






2      1STDIBS.COM, INC.  2021 STOCK INCENTIVE PLAN  RESTRICTED STOCK AGREEMENT  The Plan and Other  Agreements  The Restricted Shares that you are receiving are granted pursuant and  subject in all respects to the applicable provisions of the Plan, which  is incorporated herein by reference.  Capitalized terms not defined in  this Agreement will have the meanings ascribed to them in the Plan.    The attached Notice, this Agreement and the Plan constitute the entire  understanding between you and the Company regarding this Award.   Any prior agreements, commitments or negotiations concerning this  Award are superseded.  This Agreement may be amended by the  Committee without your consent; however, if any such amendment  would materially impair your rights or obligations under this  Agreement, this Agreement may be amended only by another written  agreement, signed by you and the Company.    Payment For Shares No cash payment is required for the Shares you receive.  You are  receiving the Shares in consideration for Services rendered by you.    Vesting The Shares that you are receiving will vest in installments, as shown  in the Notice of Restricted Stock Award.  No additional Shares vest  after your Service as an Employee or a Consultant has terminated for  any reason.    Shares Restricted Unvested Shares will be considered “Restricted Shares.”  Except to  the extent permitted by the Committee, you may not sell, transfer,  assign, pledge or otherwise dispose of Restricted Shares.    Forfeiture If your Service terminates for any reason, then your Shares will be  forfeited to the extent that they have not vested before the termination  date and do not vest as a result of termination.  This means that the  Restricted Shares will immediately revert to the Company.  You  receive no payment for Restricted Shares that are forfeited.  The  Company determines when your Service terminates for this purpose  and all purposes under the Plan and its determinations are conclusive  and binding on all persons.    Leaves of Absence For purposes of this Award, your Service does not terminate when  you go on a military leave, a sick leave or another bona fide leave of  absence, if the leave of absence was approved by the Company in  writing and if continued crediting of Service is required by the terms  of the leave or by applicable law.  But your Service terminates when  the approved leave ends, unless you immediately return to active  work.    If you go on a leave of absence, then the vesting schedule specified in  





 






3      the Notice of Restricted Stock Award may be adjusted in accordance  with the Company’s leave of absence policy or the terms of your  leave.  If you commence working on a part-time basis, then the  vesting schedule specified in the Notice of Restricted Stock Award  may be adjusted in accordance with the Company’s part-time work  policy or the terms of an agreement between you and the Company  pertaining to your part-time schedule.    Stock Certificates or  Book Entry Form  The Restricted Shares will be evidenced by either stock certificates or  book entries on the Company’s stock transfer records pending  expiration of the restrictions thereon.  If you are issued certificates for  the Restricted Shares, the certificates will have stamped on them a  special legend referring to the forfeiture restrictions.  In addition to or  in lieu of imposing the legend, the Company may hold the certificates  in escrow.  As your vested percentage increases, you may request (at  reasonable intervals) that the Company release to you a non-legended  certificate for your vested Shares.    Shareholder Rights During the period of time between the Grant Date and the date the  Restricted Shares become vested, you will have all the rights of a  shareholder with respect to the Restricted Shares except for the right  to transfer the Restricted Shares, as set forth above, and except in the  case of any unvested Restricted Shares, you will not be entitled to any  dividends or other distributions paid or distributed by the Company in  respect of outstanding Shares.  Accordingly, you will have the right  to vote the Restricted Shares and to receive any cash dividends paid  with respect to the vested Restricted Shares.  Withholding Taxes and  Stock Withholding  Regardless of any action the Company and/or the Subsidiary or  Affiliate employing you (“Employer”) takes with respect to any or  all income tax, social insurance, payroll tax, payment on account or  other tax-related withholding (“Tax-Related Items”), you  acknowledge that the ultimate liability for all Tax-Related Items  legally due by you is and remains your responsibility and that the  Company and/or your Employer (1) make no representations or  undertakings regarding the treatment of any Tax-Related Items in  connection with any aspect of the Shares received under this Award,  including the award or vesting of such Shares, the subsequent sale of  Shares under this Award and the receipt of any dividends; and (2) do  not commit to structure the terms of the award to reduce or eliminate  your liability for Tax-Related Items.    No stock certificates will be released to you or no notations on any  Restricted Shares issued in book-entry form will be removed, as  applicable, unless you have paid or made adequate arrangements  satisfactory to the Company and/or your Employer to satisfy all  withholding and payment on account obligations of the Company  





 






4      and/or your Employer.  In this regard, you authorize the Company  and/or your Employer to withhold all applicable Tax-Related Items  legally payable by you from your wages or other cash compensation  paid to you by the Company and/or your Employer.  With the  Company’s consent, these arrangements may also include, if  permissible under local law, (a) withholding Shares that otherwise  would be delivered to you when they vest having a Fair Market Value  equal to the amount necessary to satisfy the maximum legally  required tax withholding, (b) having the Company withhold taxes  from the proceeds of the sale of the Shares, either through a voluntary  sale or through a mandatory sale arranged by the Company (on your  behalf pursuant to this authorization), or (c) any other arrangement  approved by the Committee.  The Fair Market Value of the Shares,  determined as of the date when taxes otherwise would have been  withheld in cash, will be applied as a credit against the withholding  taxes.  Finally, you will pay to the Company or your Employer any  amount of Tax-Related Items that the Company or your Employer  may be required to withhold as a result of your participation in the  Plan or your acquisition of Shares that cannot be satisfied by the  means previously described.  The Company may refuse to deliver the  Shares if you fail to comply with your obligations in connection with  the Tax-Related Items as described in this section.    Restrictions on Resale You agree not to sell any Shares at a time when applicable laws,  Company policies or an agreement between the Company and its  underwriters prohibit a sale.  This restriction will apply as long as  your Service continues and for such period of time after the  termination of your Service as the Company may specify.  No Retention Rights Neither this Award nor this Agreement gives you the right to be  employed or retained by the Company or any Subsidiary or Affiliate  of the Company in any capacity.  The Company and its Subsidiaries  and Affiliates reserve the right to terminate your Service at any time,  with or without cause.    Adjustments The number of Restricted Shares covered by this Award will be  subject to adjustment in the event of a stock split, a stock dividend or  a similar change in Shares, and in other circumstances, as set forth in  the Plan.  The forfeiture provisions and restrictions described above  will apply to all new, substitute or additional restricted shares or  securities to which you are entitled by reason of this Award.    Successors and Assigns Except as otherwise provided in the Plan or this Agreement, every  term of this Agreement will be binding upon and inure to the benefit  of the parties hereto and their respective heirs, legatees, legal  representatives, successors, transferees and assigns.    





 






5      Notice Any notice required or permitted under this Agreement will be given  in writing and will be deemed effectively given upon the earliest of  personal delivery, receipt or the third (3rd) full day following mailing  with postage and fees prepaid, addressed to the other party hereto at  the address last known in the Company’s records or at such other  address as such party may designate by ten (10) days’ advance  written notice to the other party hereto.    Applicable Law and  Choice of Venue  This Agreement will be interpreted and enforced under the laws of  the State of Delaware without application of the conflicts of law  principles thereof.      For purposes of litigating any dispute that arises directly or indirectly  from the relationship of the parties evidenced by this Award or this  Agreement, the parties hereby submit to and consent to the exclusive  jurisdiction of the State of New York and agree that any such  litigation will be conducted only in the courts of New York, or the  federal courts of the United States located in New York and no other  courts.    Miscellaneous You understand and acknowledge that (1) the Plan is entirely  discretionary, (2) the Company and your Employer have reserved the  right to amend, suspend or terminate the Plan at any time, (3) the  grant of this Award does not in any way create any contractual or  other right to receive additional grants of awards (or benefits in lieu  of awards) at any time or in any amount and (4) all determinations  with respect to any additional grants, including (without limitation)  the times when awards will be granted, the number of Shares subject  to awards, the purchase price and the vesting schedule, will be at the  sole discretion of the Company.  The value of this Award will be an extraordinary item of  compensation outside the scope of your employment contract, if any,  and will not be considered a part of your normal or expected  compensation for purposes of calculating severance, resignation,  redundancy or end-of-service payments, bonuses, long-service  awards, pension or retirement benefits or similar payments.  You understand and acknowledge that participation in the Plan ceases  upon termination of your Service for any reason, except as may  explicitly be provided otherwise in the Plan or this Agreement.  You hereby authorize and direct your Employer to disclose to the  Company or any Subsidiary or Affiliate any information regarding  your employment, the nature and amount of your compensation and  the fact and conditions of your participation in the Plan, as your  Employer deems necessary or appropriate to facilitate the  





 






6      administration of the Plan.  You consent to the collection, use and transfer of personal data as  described in this subsection.  You understand and acknowledge that  the Company, your Employer and the Company’s other Subsidiaries  and Affiliates hold certain personal information regarding you for the  purpose of managing and administering the Plan, including (without  limitation) your name, home address, telephone number, date of birth,  social insurance or other government identification number, salary,  nationality, job title, any Shares or directorships held in the Company  and details of all awards or any other entitlements to Shares awarded,  canceled, exercised, vested, unvested or outstanding in your favor  (the “Data”).  You further understand and acknowledge that the  Company, its Subsidiaries and/or its Affiliates will transfer Data  among themselves as necessary for the purpose of implementation,  administration and management of your participation in the Plan and  that the Company and/or any Subsidiary may each further transfer  Data to any third party assisting the Company in the implementation,  administration and management of the Plan.  You understand and  acknowledge that the recipients of Data may be located in the United  States or elsewhere, and that the laws of a recipient’s country of  operation (e.g., the United States) may not have equivalent privacy  protections as local laws where you reside or work.  You authorize  such recipients to receive, possess, use, retain and transfer Data, in  electronic or other form, for the purpose of administering your  participation in the Plan, including a transfer to any broker or other  third party with whom you elect to deposit Shares acquired under the  Plan of such Data as may be required for the administration of the  Plan and/or the subsequent holding of Shares on your behalf.  You  may, at any time, view the Data, require any necessary modifications  of Data, make inquiries about the treatment of Data or withdraw the  consents set forth in this subsection by contacting the Human  Resources Department of the Company in writing.  BY SIGNING THE COVER SHEET OF THIS AGREEMENT, YOU AGREE TO ALL  OF THE TERMS AND CONDITIONS DESCRIBED ABOVE AND IN THE PLAN.  





 






  1STDIBS.COM, INC.  2021 STOCK INCENTIVE PLAN  NOTICE OF RESTRICTED STOCK UNIT AWARD  You have been granted the following Restricted Stock Units (the “Restricted Stock  Units”, “RSUs” or this “Award”) representing shares of Common Stock of 1stdibs.com, Inc.  (the “Company”) under the 1stdibs.com, Inc. 2021 Stock Incentive Plan (as may be amended  from time to time, the “Plan”):    Name of Recipient: [Name of Recipient]  Grant Date: [Date of Grant]  Total Number of Shares Subject  to Restricted Stock Units:  [Total Shares]  Vesting Commencement Date: [Vesting Commencement Date]  Vesting Schedule: [The RSUs vest when you complete [___] months of  continuous Service as an Employee or a Consultant from the  Vesting Commencement Date.  Actual vesting schedule to be  inserted.]  By your written signature below (or your electronic acceptance) and the signature of  the Company’s representative below, you and the Company agree that the RSUs are  granted under and governed by the term and conditions of the Plan and the Restricted  Stock Unit Agreement (this “Agreement”), both of which are attached to and made a part  of this document.  By your written signature below (or your electronic acceptance), you further agree  that the Company may deliver by e-mail all documents relating to the Plan or this Award  (including without limitation, prospectuses required by the Securities and Exchange  Commission) and all other documents that the Company is required to deliver to its  security holders (including without limitation, annual reports and proxy statements).  You  also agree that the Company may deliver these documents by posting them on a website  maintained by the Company or by a third party under contract with the Company.  If the  Company posts these documents on a website, it will notify you by e-mail.  Should you  electronically accept this Agreement, you agree to the following: “This electronic contract  contains my electronic signature, which I have executed with the intent to sign this  Agreement.”    Withholding Tax Election: By your written signature below (or your electronic  acceptance), you understand and agree that as a condition of the grant of the RSUs hereunder,  you are required to, and hereby affirmatively elect to (the “Sell to Cover Election”), (1) sell that  number of Shares determined in accordance with the “Withholding Taxes and Stock  Withholding” section of this Agreement as may be necessary to satisfy all applicable  withholding obligations with respect to any taxable event arising in connection with the  RSUs and similarly sell such number of Shares as may be necessary to satisfy all applicable  withholding obligations with respect to any other awards of restricted stock units granted to you  





 






2    under the Plan or any other equity incentive plans of the Company, and (2) to allow the Agent  (as defined in this Agreement) to remit the cash proceeds of such sale(s) to the Company.  Furthermore, you direct the Company to make a cash payment equal to the required tax  withholding from the cash proceeds of such sale(s) directly to the appropriate taxing  authorities. You have carefully reviewed the “Withholding Taxes and Stock Withholding”  section of this Agreement and you hereby represent and warrant that on the date hereof  you are not aware of any material, nonpublic information with respect to the Company or  any securities of the Company, is not subject to any legal, regulatory or contractual  restriction that would prevent the Agent from conducting sales, does not have, and will not  attempt to exercise, authority, influence or control over any sales of Shares effected by the  Agent pursuant to the Agreement, and is entering into the Agreement and this election to  “sell to cover” in good faith and not as part of a plan or scheme to evade the prohibitions of  Rule 10b5-1 (regarding trading of the Company’s securities on the basis of material  nonpublic information) under the Exchange Act. It is your intent that this election to “sell  to cover” comply with the requirements of Rule 10b5-1(c)(1)(i)(B) under the Exchange Act  and be interpreted to comply with the requirements of Rule 10b5-1(c) under the Exchange  Act.  This election to “sell to cover” pursuant to this Notice shall remain in effect with  respect to all RSUs that are granted to you until such time, as any, that you make an  alternative election pursuant to the procedures that the Company establishes, as it may  from time to time.     RECIPIENT 1STDIBS.COM, INC.          Recipient’s Signature          Recipient’s Printed Name  By:        Name:        Title:           





 






3    1STDIBS.COM, INC.  2021 STOCK INCENTIVE PLAN  RESTRICTED STOCK UNIT AGREEMENT  The Plan and Other  Agreements  The RSUs that you are receiving are granted pursuant and subject in all  respects to the applicable provisions of the Plan, which is incorporated  herein by reference.  Capitalized terms not defined in this Agreement will  have the meanings ascribed to them in the Plan.    The attached Notice, this Agreement and the Plan constitute the entire  understanding between you and the Company regarding this Award.  Any  prior agreements, commitments or negotiations concerning this Award  are superseded.  This Agreement may be amended by the Committee  without your consent; however, if any such amendment would materially  impair your rights or obligations under this Agreement, this Agreement  may be amended only by another written agreement, signed by you and  the Company.    Payment for RSUs No cash payment is required for the RSUs you receive.  You are  receiving the RSUs in consideration for Services rendered by you.    Vesting The RSUs that you are receiving will vest in installments, as shown in  the Notice of RSU Award.  No additional RSUs vest after your Service as  an Employee or a Consultant has terminated for any reason.    Forfeiture  If your Service terminates for any reason, then this Award expires  immediately as to the number of RSUs that have not vested before the  termination date and do not vest as a result of termination.  This means  that the unvested RSUs will immediately be cancelled.  You receive no  payment for RSUs that are forfeited.  The Company determines when  your Service terminates for this purpose and all purposes under the Plan  and its determinations are conclusive and binding on all persons.    Leaves of Absence For purposes of this Award, your Service does not terminate when you  go on a military leave, a sick leave or another bona fide leave of absence,  if the leave of absence was approved by the Company in writing and if  continued crediting of Service is required by the terms of the leave or by  applicable law.  But your Service terminates when the approved leave  ends, unless you immediately return to active work.     If you go on a leave of absence, then the vesting schedule specified in the  Notice of Restricted Stock Unit Award may be adjusted in accordance  with the Company’s leave of absence policy or the terms of your leave.   If you commence working on a part-time basis, then the vesting schedule  specified in the Notice of Restricted Stock Unit Award may be adjusted  in accordance with the Company’s part-time work policy or the terms of  an agreement between you and the Company pertaining to your part-time  





 






4    schedule.    Nature of RSUs Your RSUs are mere bookkeeping entries.  They represent only the  Company’s unfunded and unsecured promise to issue Shares on a future  date.  As a holder of RSUs, you have no rights other than the rights of a  general creditor of the Company.    No Voting Rights  or Dividends  Your RSUs carry neither voting rights nor rights to dividends.  You, or  your estate or heirs, have no rights as a stockholder of the Company  unless and until your RSUs are settled by issuing Shares.  No adjustments  will be made for dividends or other rights if the applicable record date  occurs before your Shares are issued, except as described in the Plan.  RSUs  Nontransferable  You may not sell, transfer, assign, pledge or otherwise dispose of any  RSUs.  For instance, you may not use your RSUs as security for a loan.   If you attempt to do any of these things, your RSUs will immediately  become invalid.    Settlement of RSUs Each of your vested RSUs will be settled when it vests; provided,  however, that settlement of each RSU will be deferred to the first  permissible trading day for the Shares, if later than the applicable vesting  date, but in no event later than March 15 of the calendar year following  the calendar year in which the applicable vesting date occurs.    For purposes of this Agreement, “permissible trading day” means a day  that satisfies all of the following requirements:  (1) the exchange on  which the Shares are traded is open for trading on that day; (2) you are  permitted to sell Shares on that day without incurring liability under  Section 16(b) of the Exchange Act; and (3) you are not prohibited from  selling Shares on that day by a written agreement between you and the  Company or a third party.    At the time of settlement, you will receive one Share for each vested  RSU; provided, however, that no fractional Shares will be issued or  delivered pursuant to the Plan or this Agreement, and the Committee will  determine whether cash will be paid in lieu of any fractional Share or  whether such fractional Share and any rights thereto will be canceled,  terminated or otherwise eliminated.  In addition, the Shares are issued to  you subject to the condition that the issuance of the Shares not violate  any law or regulation.    Withholding Taxes  and Stock  Withholding   Regardless of any action the Company and/or the Subsidiary or Affiliate  employing you (“Employer”) takes with respect to any or all income tax,  social insurance, payroll tax, payment on account or other tax-related  withholding (“Tax-Related Items”), you acknowledge that the ultimate  liability for all Tax-Related Items legally due by you is and remains your  responsibility and that the Company and/or your Employer (1) make no  





 






5    representations or undertakings regarding the treatment of any Tax- Related Items in connection with any aspect of this Award, including the  award, vesting or settlement of the RSUs, the subsequent sale of Shares  acquired pursuant to settlement and the receipt of any dividends; and  (2) do not commit to structure the terms of the award or any aspect of the  RSUs to reduce or eliminate your liability for Tax-Related Items.    Notwithstanding any provision herein to the contrary:  • As set forth in Section 17 of the Plan, the Company shall have the  authority and the right to deduct or withhold, or to require you to  remit to the Company, an amount sufficient to satisfy all  applicable federal, state and local taxes required by law to be  withheld with respect to any taxable event arising in connection  with the RSUs. In satisfaction of such tax withholding obligations  and in accordance with the Sell to Cover Election included in the  attached Notice, you have irrevocably elected to sell the portion  of the Shares to be delivered under the RSUs necessary so as to  satisfy the tax withholding obligations and shall execute any letter  of instruction or agreement required by the Company’s transfer  agent (together with any other party the Company determines  necessary to execute the Sell to Cover Election, the “Agent”) to  cause the Agent to irrevocably commit to forward the proceeds  necessary to satisfy the tax withholding obligations directly to the  Employer. Notwithstanding any other provision of this  Agreement, the Company shall not be obligated to deliver any  new certificate representing Shares to you or your legal  representative or enter such Shares in book entry form unless and  until you or your legal representative shall have paid or otherwise  satisfied in full the amount of all federal, state and local taxes  applicable to your taxable income resulting from the grant or  vesting of the RSUs or the issuance of Shares. In accordance with  your Sell to Cover Election pursuant to the Notice, you hereby  acknowledge and agree:  (i) You hereby appoint the Agent as your agent and  authorizes the Agent to (1) sell on the open market at the  then prevailing market price(s), on your behalf, as soon as  practicable on or after the Shares are issued upon the  vesting of the RSUs, that number (rounded up to the next  whole number) of the Shares so issued necessary to  generate proceeds to cover (x) any Tax-Related Items  incurred with respect to such vesting or issuance and (y)  all applicable fees and commissions due to, or required to  be collected by, the Agent with respect thereto and (2)  apply any remaining funds to your federal tax  





 






6    withholding.  (ii) You hereby authorize the Company and the Agent to  cooperate and communicate with one another to determine  the number of Shares that must be sold pursuant to  subsection (i) above.  (iii) You understand that the Agent may effect sales as  provided in subsection (i) above in one or more sales and  that the average price for executions resulting from  bunched orders will be assigned to your account. In  addition, you acknowledge that it may not be possible to  sell Shares as provided by subsection (i) above due to (1)  a legal or contractual restriction applicable to you or the  Agent, (2) a market disruption, or (3) rules governing  order execution priority on the national exchange where  the Shares may be traded. You further agree and  acknowledge that in the event the sale of Shares would  result in material adverse harm to the Company, as  determined by the Company in its sole discretion, the  Company may instruct the Agent not to sell Shares as  provided by subsection (i) above. In the event of the  Agent’s inability to sell Shares, you will continue to be  responsible for the timely payment to your Employer of  all federal, state, local and foreign taxes that are required  by applicable laws and regulations to be withheld,  including but not limited to those amounts specified in  subsection (i) above.  (iv) You acknowledge that regardless of any other term or  condition of this section, the Agent will not be liable to  you for (1) special, indirect, punitive, exemplary, or  consequential damages, or incidental losses or damages of  any kind, or (2) any failure to perform or for any delay in  performance that results from a cause or circumstance that  is beyond its reasonable control.  (v) You hereby agree to execute and deliver to the Agent any  other agreements or documents as the Agent reasonably  deems necessary or appropriate to carry out the purposes  and intent of this section. The Agent is a third-party  beneficiary of this section.  (vi) This section shall terminate not later than the date on  which all Tax-Related Items arising in connection with the  vesting of the Award have been satisfied.  





 






7    • The Company shall not be obligated to deliver any certificate  representing Shares issuable with respect to the RSUs to, or to  cause any such Shares to be held in book-entry form by, you or  your legal representative unless and until you or your legal  representative shall have paid or otherwise satisfied in full the  amount of all Tax-Related Items applicable with respect to your  taxable income resulting from the vesting or settlement of the  RSUs or any other taxable event related to the RSUs.  • You are ultimately liable and responsible for all taxes owed in  connection with the RSUs, regardless of any action the Employer  takes with respect to any tax withholding obligations that arise in  connection with the RSUs.   Finally, you will pay to the Company or your Employer any amount of  Tax-Related Items that the Company or your Employer may be required  to withhold as a result of your participation in the Plan or your  acquisition of Shares that cannot be satisfied by the means previously  described.  The Company may refuse to deliver the Shares if you fail to  comply with your obligations in connection with the Tax-Related Items  as described in this section, and your rights to the Shares will be forfeited  if you do not comply with such obligations on or before the date that is  two and one-half (2-1/2) months following the calendar year in which the  applicable vesting date for the RSUs occurs.    Restrictions on  Resale  You agree not to sell any Shares at a time when applicable laws,  Company policies or an agreement between the Company and its  underwriters prohibit a sale.  This restriction will apply as long as your  Service continues and for such period of time after the termination of  your Service as the Company may specify.    No Retention  Rights  Neither this Award nor this Agreement gives you the right to be  employed or retained by the Company or any Subsidiary or Affiliate of  the Company in any capacity.  The Company and its Subsidiaries and  Affiliates reserve the right to terminate your Service at any time, with or  without cause.  Adjustments The number of RSUs covered by this Award will be subject to  adjustment in the event of a stock split, a stock dividend or a similar  change in Shares, and in other circumstances, as set forth in the Plan.   The forfeiture provisions and restrictions described above will apply to  all new, substitute or additional restricted stock units or securities to  which you are entitled by reason of this Award.    Successors and  Assigns  Except as otherwise provided in the Plan or this Agreement, every term  of this Agreement will be binding upon and inure to the benefit of the  parties hereto and their respective heirs, legatees, legal representatives,  





 






8    successors, transferees and assigns.    Notice Any notice required or permitted under this Agreement will be given in  writing and will be deemed effectively given upon the earliest of personal  delivery, receipt or the third (3rd) full day following mailing with postage  and fees prepaid, addressed to the other party hereto at the address last  known in the Company’s records or at such other address as such party  may designate by ten (10) days’ advance written notice to the other party  hereto.    Section 409A of the  Code  To the extent this Agreement is subject to, and not exempt from, Section  409A of the Code, this Agreement is intended to comply with Section  409A, and its provisions will be interpreted in a manner consistent with  such intent.  You acknowledge and agree that changes may be made to  this Agreement to avoid adverse tax consequences to you under Section  409A.    Applicable Law  and Choice of  Venue  This Agreement will be interpreted and enforced under the laws of the  State of Delaware without application of the conflicts of law principles  thereof.    For purposes of litigating any dispute that arises directly or indirectly  from the relationship of the parties evidenced by this Award or this  Agreement, the parties hereby submit to and consent to the exclusive  jurisdiction of the State of New York and agree that any such litigation  will be conducted only in the courts of New York, or the federal courts of   the United States located in New York and no other courts.    Miscellaneous You understand and acknowledge that (1) the Plan is entirely  discretionary, (2) the Company and your Employer have reserved the  right to amend, suspend or terminate the Plan at any time, (3) the grant of  this Award does not in any way create any contractual or other right to  receive additional grants of awards (or benefits in lieu of awards) at any  time or in any amount and (4) all determinations with respect to any  additional grants, including (without limitation) the times when awards  will be granted, the number of Shares subject to awards and the vesting  schedule, will be at the sole discretion of the Company.    The value of this Award will be an extraordinary item of compensation  outside the scope of your employment contract, if any, and will not be  considered a part of your normal or expected compensation for purposes  of calculating severance, resignation, redundancy or end-of-service  payments, bonuses, long-service awards, pension or retirement benefits  or similar payments.    You understand and acknowledge that participation in the Plan ceases  upon termination of your Service for any reason, except as may explicitly  





 






9    be provided otherwise in the Plan or this Agreement.    You hereby authorize and direct your Employer to disclose to the  Company or any Subsidiary or Affiliate any information regarding your  employment, the nature and amount of your compensation and the fact  and conditions of your participation in the Plan, as your Employer deems  necessary or appropriate to facilitate the administration of the Plan.    You consent to the collection, use and transfer of personal data as  described in this subsection.  You understand and acknowledge that the  Company, your Employer and the Company’s other Subsidiaries and  Affiliates hold certain personal information regarding you for the purpose  of managing and administering the Plan, including (without limitation)  your name, home address, telephone number, date of birth, social  insurance or other government identification number, salary, nationality,  job title, any Shares or directorships held in the Company and details of  all awards or any other entitlements to RSUs or Shares awarded,  canceled, exercised, vested, unvested or outstanding in your favor (the  “Data”).  You further understand and acknowledge that the Company, its  Subsidiaries and/or its Affiliates will transfer Data among themselves as  necessary for the purpose of implementation, administration and  management of your participation in the Plan and that the Company  and/or any Subsidiary may each further transfer Data to any third party  assisting the Company in the implementation, administration and  management of the Plan.  You understand and acknowledge that the  recipients of Data may be located in the United States or elsewhere, and  that the laws of a recipient’s country of operation (e.g., the United States)  may not have equivalent privacy protections as local laws where you  reside or work.  You authorize such recipients to receive, possess, use,  retain and transfer Data, in electronic or other form, for the purpose of  administering your participation in the Plan, including a transfer to any  broker or other third party with whom you elect to deposit Shares  acquired under the Plan of such Data as may be required for the  administration of the Plan and/or the subsequent holding of Shares on  your behalf.  You may, at any time, view the Data, require any necessary  modifications of Data, make inquiries about the treatment of Data or  withdraw the consents set forth in this subsection by contacting the  Human Resources Department of the Company in writing.    BY SIGNING THE COVER SHEET OF THIS AGREEMENT, YOU AGREE TO ALL  OF THE TERMS AND CONDITIONS DESCRIBED ABOVE AND IN THE PLAN.