EX-10.14




 Exhibit 10.14 

9 March 2014 
 SkySQL
Corporation Ab 
 GLOBAL SHARE OPTION PLAN 2014 USA 

Rules 












	1	 Definitions 



In these Rules the following defined terms shall have the following meaning: 

“Board” means the Board of the Directors of the Company; 

“Change of Control” means (i) a transfer of all or substantially all Shares to a third party or third parties;
(ii) a sale of all or substantially all of the assets of the Company; or (iii) a merger, reorganization or consolidation or other transaction in which the shareholders of the Company after the transaction would possess less than 50% of the
shares and votes of the surviving entity, irrespective of the nature of the consideration received; 
 “Company” means
SkySQL Corporation Ab, Business ID FI 2344661-1, a limited company incorporated under the laws of Finland; 

“Date of Grant” means the date on which an Option is granted; 

“Directors” means the Board or any of its subcommittees duly authorized to resolve on matters set out herein; 

“Exercise Condition” means any condition related to the exercise of an Option; 

“Exercise Price” means the amount payable for a Share based on an Option expressed in EUR, or any other relevant currency;

 “Grantor” means the Company, any Subsidiary, the trustees of an employee benefit trust established by the Company, or any
vehicle established for the purposes of the Plan who the Directors request to grant Options; 
 “Group Company” means the
Company and any of its Subsidiaries from time to time; 
 “Option” means a right granted under the Plan to acquire Shares.
On a case by case basis the Directors may decide that an Option means the right to subscribe for or purchase a Warrant, in which case the Directors shall on a case by case basis determine the specific terms and conditions relating to such Warrants.
For the avoidance of doubt it is stated that an Option is a contractual arrangement between the Grantor and the Option Holder and does not, unless otherwise explicitly notified on a
case-by-case basis, refer to any stock option rights or special rights in accordance with the Finnish Companies Act as in force from time to time; 

“Option Holder” means a person holding an Option; 

“Option Period” means a period starting on the Date of Grant of an Option and, unless otherwise determined on a case by case
basis, ending 10 years after the Date of Grant; 
 “Plan” means this plan known as “SkySQL Corporation Ab Global Share
Option Plan 2014” constituted by this document (including its schedules) and any other relevant document related to the Plan, any of the aforesaid as amended from time to time; 

“Rule 701” means Rule 701 promulgated by the United States Securities and Exchange Commission under the United States
Securities Act of 1933. 
 “Rules” means the rules of the Plan as amended from time to time; 

“Shares” means shares in the Company as specified from time to time; 

  
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 “Stock Exchange” means any stock exchange or authorised or regulated market
place, such as NYSE, NASDAQ OMX, Helsinki Stock Exchange and Stockholm Stock Exchange; 
 “Subsidiary” means a company in
which the Company a) holds more than 50% of the voting rights or b) otherwise exercises control in in accordance with Chapter 1, Section 5 of the Finnish Bookkeeping Act; 

“Warrant” means an option right or a special right issued by the Company in accordance with the Finnish Companies Act as in
force from time to time. 
  

	2	 Grant of Options 



Options are issued by a Grantor based on the decisions of the Directors. Where these Rules provide that the Directors are able to exercise any
discretion, such discretion shall be exercised by the Grantor in accordance with any instructions of the Directors from time to time. 
 When
granting new Options, the Grantor shall at the same time determine: 
  

	 	a)	 the number of Shares an Option entitles the Option Holder to subscribe for or purchase; 



 

	 	b)	 the Exercise Price; 


  


	 	c)	 the subscription period(s); 



 

	 	d)	 any applicable Exercise Conditions; 



 

	 	e)	 any other terms and conditions applicable to the Option 



The Option Holder shall not be entitled to require any certificates or other particular evidence of an Option. 

All Options are granted and issued free of charge. 

An Option Holder may upon the grant of Option elect not to receive the Option by notifying the Board or any other person identified in the
grant notice from time to time of such rejection. An Option Holder may additionally elect at any time during the Option Period to unilaterally terminate the Option by a corresponding notice in writing. In any of the aforesaid situations, the Option
Holders shall not be entitled to present any claims against the Company for compensation or otherwise. 
 Unless otherwise explicitly set out
herein, neither the Options nor any beneficial or other rights pertaining to the Options may be transferred or assigned without the prior written consent of the Directors. With respect to Option Holders also holding Shares in the Company, the
Directors shall duly note the requirements of the Company’s shareholders’ agreement (Section 10) applicable also to the transfer of Options. 
  

	3	 Exercise 



An Option Holder may exercise an Option in accordance with its terms and conditions partially or in full. Any exercise shall be made in writing
to the CFO of the Company or any other person duly notified by the Company. Subject to any decision by the Directors, the exercise of an Option shall unless otherwise notified on a case by case basis require: 

 

	 	a)	 payment of the Exercise Price in full; and 



  
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	 	b)	 signature of any other relevant documentation reasonably required by the Company; 



Adherence to the Company’s shareholders’ agreement as in force from time to time in a form and manner required by the Company shall
be an absolute condition for issuing or transferring Shares to an Option Holder upon exercise of an Option. 
 The exercise date of an Option
(“Exercise Date”) will be the later of: 
  

	 	a)	 the date of receipt of the duly signed documents and the payment referred to in the preceding paragraph; and



  

	 	b)	 the date on which the Directors decide that an Exercise Condition relating to the Option has been satisfied or
waived by the Company, as the case may be. The Directors must decide about the satisfaction or waiver of an Exercise Condition within 14 days of receiving the duly signed documents and the payment referred to in the preceding paragraph.



 If any statute, regulation or code adopted by the Company prohibits the exercise of Options, the Exercise Date will be
the date when the Option Holder is permitted to exercise an Option. However, this paragraph does not extend any period in which an Option is exercisable. 

In the event of a Change of Control, the Directors may, in their sole discretion, decide that such an event shall accelerate the vesting
periods of the outstanding Options partially or in full and subject to such reasonable terms and conditions as decided by the Directors. 

The Company will issue or transfer the Shares relating to a duly exercised Option as soon as practicable after the Option Exercise Date. 

New Shares issued on the exercise of an Option will have all rights attached to them as of their registration date. Existing Shares transferred
to an Option Holder will have said rights as of the date of transfer. 
 Any transfer or corresponding tax payable on the issue or transfer
of Shares to the Option Holder at exercise will be paid by the Company. 
 Notwithstanding anything to the contrary herein, the Directors may
in their sole discretion determine not to transfer or issue Shares upon exercise of an Option, but instead pay to the Option Holder in cash an amount equal to the market value of the Shares (or the Warrants, as the case may be) to be issued or
transferred based on the exercise of the Option on the Exercise Date reduced with the Exercise Price of said Option. If the Directors so determine, the Exercise Price shall not be payable, and if already paid, shall be repaid to the Option Holder
forthwith, in which cases the payment to the Option Holder shall be reduced with said amount. 
  

	4	 Termination of Relationship with the Company 



Unless specifically otherwise set out below in this Section 4, an Option Holder shall in the event of termination of employment or
contract, subject to any Exercise Conditions or decisions by the Directors and during a period of thirty (30) days from the last date of employment or the relevant contractual relationship, be entitled to exercise all Options vested by the last
date of employment (or other contract, as the case may be). 

  
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 If an Option Holder ceases to be an employee of any Group Company for any of the reasons set
out below in this paragraph or ceases to have a contractual relationship with any Group Company for reasons (i) and (v) set out below (“Termination”), the Options held by said Option Holder will not lapse but may irrespective
of any Exercise Conditions during a period of six (6) months from last date of the employment (three (3) months in the case of options intended to qualify as Incentive Stock Options) or the contractual relationship (“Termination
Date”) be exercised to the extent vested by the Termination Date. The reasons are: 
  

	 	(i)	 ill-health, injury, disability and redundancy; 



 

	 	(ii)	 retirement; 


  

	 	(iii)	 early retirement by written agreement with the Option holder’s employer being a Member of the Group;



  

	 	(iv)	 his or her employing company ceasing to be under the control of the Company, or, as a result of a transfer of
the undertaking in which the Option holder works, transfer to a company which is neither under the control of the Company nor a Member of the Group; 


  

	 	(v)	 any other reason specified by the Directors in their absolute discretion. 



If an Option Holder despite termination of employment or contract with a Group Company continues to have any other employment or contractual
relationship with any Group Company, the two preceding paragraphs shall not be applied. 
 If an Option Holder dies, his or her Options may
irrespective of any Exercise Conditions during a period of twelve (12) months from last date of the employment or the contractual relationship be exercised by the deceased’s estate or heirs to the extent vested by the last date of the
employment or the contractual relationship, after which the Options shall become null and void. 
 Where the Option Holder is deprived of the
legal or beneficial ownership of an Option by operation of law, or due to any action or omission on behalf of the Option Holder, said Option shall automatically become null and void. 

Any person who ceases to be an employee of any Group Company because of cancellation or termination of employment (however caused) or who is
under notice of termination will in no circumstances be entitled to claim any compensation in respect of the Plan, including but not limited to the application of tax laws or the application of tax policies maintained by any Group Company. 

 

	5	 Amendments 



Subject to any resolutions of the Company’s shareholders relating to the Plan, the Directors are entitled to amend the Plan in their sole
discretion from time to time. 
 Option Holders affected by any amendments will be notified thereof without undue delay. 

 

	6	 Corporate Actions 



The Directors shall monitor all corporate actions of the Company with a possible material impact on the Options from time to time (such as a
share split, demerger, bonus issue, liquidation, dissolution etc.) and in its sole discretion decide on or recommend to the Company’s shareholders to decide on measures to amend the Plan and/or the Options correspondingly. 

  
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 In making any alterations to outstanding grants, the Board shall take into consideration
that repriced Options may, depending on the facts and circumstances, be treated as newly issued Options, and the Board may, if it deems it advisable, seek advice concerning the effects of alterations upon compliance with Rule 701. 

 

	7	 Miscellaneous 



Any notice pursuant to the Plan may be delivered by post or email to the relevant address of an Option Holder according to the records of any
relevant Group Company or such other address, which the Company considers appropriate. Notices or other documents sent by post shall be deemed to be received five (5) days following the date of dispatch. Notices or other documents sent by email
shall be deemed to be received on the date of dispatch. 
 The decision of the Directors on the interpretation of the Rules or the Plan will
be final and conclusive. 
 Each Grantor will be responsible for a part of all costs relating to the Plan in proportion to the Options
granted by said Grantor. 
 The Company and any Subsidiary may establish and/or fund a trustee of a trust, a Special Purpose Vehicle
(“SPV”) or any other person to enable that trustee, SPV or person to acquire Shares to be held for the purposes of the Plan, or enter into any guarantee or indemnity for those purposes, to the extent permitted by local law. 

The Company or any Grantor may withhold any amount and make any such arrangements, including but not limited to the sale or reduction in number
of any Options or Shares on behalf of an Option holder, as it considers necessary to meet any liability to taxation or social security contributions so far as is possible under local law in respect of Options granted to the Option Holder pursuant to
this Plan. 
 In the event of any discrepancies between the Plan and the Company’s shareholders’ agreement as in force from time to
time, the provisions of the shareholders’ agreement shall prevail. Option Holders also holding Shares shall notice that the shareholders’ agreement contains provisions relating to the Options applicable only to holders of both Shares and
Options in the Company. 
  

	8	 Governing Law and Dispute Resolution 



This Plan and all matters arising out of or in connection with the Plan, including the contractual Options, shall except as this Plan otherwise
specifies be interpreted, construed and governed exclusively in accordance with the laws of Finland without reference to its choice of law rules. 

Should any provision of this Plan be in conflict with a mandatory provision of the Finnish Companies Act (624/2006, as amended) or any other
mandatory act, regulation or provision of Finnish law, such mandatory provision shall prevail and the relevant provision of this Plan shall be set aside or amended accordingly and shall not be binding on or incur any liability for the Company or any
Member of the Group. 
 In the event no settlement can be reached by means of negotiations, any dispute, controversy or claim arising out of
or relating to the Plan, or the breach, termination or validity thereof shall be finally settled by arbitration in accordance with the Arbitration Rules of the Finnish Central Chamber of Commerce. The arbitration tribunal shall consist of one
arbitrator. The arbitration shall take place in Helsinki, Finland. The arbitration shall be conducted and the arbitration award shall be given in the English language. 

  
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 Options intended to qualify as Incentive Stock Options under US tax law, in accordance with
the accompanying “Schedule for Grants of Qualifying Stock Options in the US,” will be governed in accordance with Section 422 of the Internal Revenue Code of 1986 as amended. To any extent to which the laws of Finland conflict with
Section 422 of the Code or accompanying Treasury Regulations, the latter will prevail with respect to options intended to qualify as Incentive Stock Options. 

SkySQL Corporation AB Global Share Option Plan 2014 

Schedule for Grants of Qualifying Stock Options in the US 
  

	1	 Rules 



The rules of the SkySQL Corporation Ab Global Share Option Plan 2012 USA (the “Plan”) will apply to Options granted or to be granted
subject to the alterations in this Schedule concerning Options intended to qualify as Incentive Stock Options under US tax law. Unless the Directors otherwise specify in writing, any Option granted under the Plan is intended to qualify as an
Incentive Stock Option. 

  
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	2	 Governing Law 



Options granted pursuant to this Schedule will be governed by and construed in accordance with the laws of Finland except that Options intended
to qualify as Incentive Stock Options will be construed in accordance with the provisions of Sections 421 and 422 of the Code (as defined in paragraph 3) so as to preserve their intended status as Incentive Stock Options. Any conflict between the
laws of Finland and the requirements for Incentive Stock Options will be resolved to favor the latter. 
  

	3	 Operation of Scheme in US 



 

	 	3.1	 Definitions: 



In addition to the terms defined in Section 1 of the Plan, the following terms apply: 

“Code” means the Internal Revenue Code of 1986 as amended; 

“Incentive Stock Option” means an Option that qualifies as such under Sections 421 and 422 of the Code and accompanying
Treasury Regulations; 
 “Eligible Employee” means a person other than a director who is an employee of the Company (or any
Parent or Subsidiary thereof), 
 “Fair Market Value” on a particular day, means: 

 

	 	•	 	 where the Shares of the same class are publicly traded on the Stock Exchange on the date as of which fair market
value is being determined, the fair market value is the mean between the high and low sales prices of the Shares on that date, as reported by the Stock Exchange; and 



 

	 	•	 	 where Shares of the same class are not so listed, the fair market value of a share as determined in good faith by
the Directors; 


 “Parent” means any corporation (other than the Company) in an unbroken chain of
corporations ending with the Company, provided each corporation in the unbroken chain (other than the Corporation) owns, at the time of the determination, shares possessing 50% or more of the total combined voting power of all classes of shares in
one of the other corporations in such chain; 
 “Subsidiary” means any corporation (other than the Company) in an unbroken
chain of corporations beginning with the Company, provided each corporation (other than the last corporation) in the unbroken chain owns, at the time of the determination, shares possessing 50% or more of the total combined voting power of all
classes of shares in one of the other corporations in such chain. 
  

	 	3.2	 Restrictions: 



 

	 	3.2.1	 An Incentive Stock Option may be granted only to an Eligible Employee. 



 

	 	3.2.2	 No person will be granted an Incentive Stock Option if, at the time the Incentive Stock Option would
otherwise be granted, that person owns shares possessing more than 10 per cent of the total combined voting power of all classes of shares of the Company (or any Parent or Subsidiary), unless the Option Price is not less than one hundred ten
percent (110%) of the Fair Market Value per Share on the Date of Grant and the option term does not exceed five (5) years measured from the Date of Grant. 



  
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	 	3.2.3	 No Option will be treated as an Incentive Stock Option to the extent that the Fair Market Value of the
Shares subject to the Options (determined at the Date of Grant), when added to the Fair Market Value of Shares (determined at the date of Grant of such other Incentive Stock Option) subject to any other incentive stock option (granted under the Plan
or any other incentive stock option plan of the Company or a Subsidiary Corporation) first exercisable by an Option holder in the same calendar year, exceeds One Hundred Thousand Dollars ($ 100,000). 



 

	 	3.2.4	 No Incentive Stock Option will be granted more than 10 years after the date on which the Plan is adopted
by the Directors or approved by the Company’s shareholders, whichever is earlier. 


  

	 	3.2.5	 The Option Price of an Incentive Stock Option will be not less than the Fair Market Value of a Share
determined at the Date of Grant. 


  

	 	3.2.6	 In no circumstances will an Incentive Stock Option be capable of exercise later than 10 years from its
Date of Grant. 


  

	 	3.2.7	 The employee must notify the employer in writing if stock acquired pursuant to the exercise of an
Incentive Stock Option is disposed of within 2 years from the date the option was granted or within 1 year after exercise and shall provide any other information regarding the disposition that the Company may reasonably require.



  

	 	3.2.8	 Section 4 of the Plan is applied by substituting the words “three (3) months” for
the words “six (6) months”. 


  

	 	3.2.9	 The aggregate number of Shares with respect to which Incentive Stock Options may be granted may not
exceed [insert maximum number of shares]. 


  

	 	3.2.10	 Options granted under the Plan, and any interest therein, will not be transferable or assignable by an
Option holder, other than by will or by the laws of descent and distribution, and, with respect to Options other than Incentive Stock Options, by instrument to an inter vivos or testamentary trust in which such Options are to be passed to
beneficiaries upon the death of the trustor (settlor), or by gift to “family member” as that term is defined in Rule 701, and may not be made subject to execution, attachment or similar process. During the lifetime of the Option holder an
Option will be exercisable only by the Option holder, and any elections with respect to an Option may be made only by the Option holder. The terms of an Option shall be binding upon the executor, administrator, successors and assigns of the Option
holder who is a party thereto. 


  

	 	3.3	 Options and Shares As Restricted Securities 



Both the Options (whether or not Incentive Stock Options) and Shares issued pursuant to Options granted under the Plan are deemed to be
“restricted securities” as defined in Regulation Section 230.144 promulgated by the Securities Exchange Commission (“SEC”) under the Securities Act of 1933 (“Rule 144”). In addition
to the restrictions on transfer of the Options by the Plan and on the Shares, resales or transfers of Shares in the United 

  
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States must comply either with the registration requirements of the Securities Act of 1933 (the “Act”) or with Rule 144 or other exemption from the registration requirements
under the Act. The Company will place the following legend on back of any stock certificates representing the Shares issued upon exercise of Options granted pursuant to this Plan: 

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ARE “RESTRICTED SECURITIES” WITHIN THE
MEANING OF RULE 144 PROMULGATED BY THE SECURITIES EXCHANGE COMMISSION. THEY MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR PURSUANT TO AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF SUCH ACT. THE CORPORATION MAY REQUIRE THAT THE TRANSFEROR DELIVER AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION TO THE EFFECT THAT THE PROPOSED TRANSACTION WILL BE EXEMPT FROM REGISTRATION AS A CONDITION TO ANY TRANSFER OF
THESE SECURITIES. 
 The Company shall have no obligation to register any Options or Shares with the SEC or with any state regulatory
authority having jurisdiction over the issuance or sale of the Options or Shares, whether to be able to issue Options or Shares pursuant to this Plan or to provide a means for employees to sell or transfer Options or Shares acquired pursuant to this
Plan. 
  

	4	 Notice and Reporting Requirements 



Prior to January 31 of the year following the calendar year of exercise of an Incentive Stock Option pursuant to this Plan, the employer
shall furnish a statement to the Eligible Employee providing the following information: 
  

	 	(i)	 the employer’s name, address and taxpayer identification number; 



 

	 	(ii)	 the name, address, and taxpayer identification number of the person to whom the Shares pursuant to the Option
are transferred; 


  

	 	(iii)	 the name and address of the corporation the stock of which is the Incentive Stock Option stock (if different
than the employer); 


  

	 	(iv)	 the date the Option was granted; 



 

	 	(v)	 the date the Shares were transferred pursuant to the exercise of the Option; 



 

	 	(vi)	 the Fair Market Value of the stock on date of exercise; 



 

	 	(vii)	 the number of Shares transferred upon exercise of the Option; 



 

	 	(viii)	 a statement that the Option was an Incentive Stock Option; and 



 

	 	(ix)	 a total cost of the Shares. 



 

	5	 Specific Provisions Required Under State Law 



 

	 	5.1	 Specific Provisions Required Under California Law 



 

	 	5.1.1	 Options may only be granted under the Plan until the tenth (10th) anniversary of the date the Plan is approved by the Board. 



  
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	 	5.1.2	 This Plan will be approved by the stockholders of the Company, consistent with applicable laws, by the later of
(1) within twelve (12) months before or after the date the Plan is adopted by the Board, or (2) prior to or within twelve (12) months of the granting of an Option in the State of California. 



  
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