Citizen Sports, Inc. Amended 2004 Equity Incentive Plan



 Exhibit 4.1 

CITIZEN SPORTS, INC. 

AMENDED 2004 EQUITY INCENTIVE PLAN 

(As Amended and Restated on March 18, 2005) 

SECTION 1. PURPOSE 

The purpose of the Citizen Sports, Inc. 2004 Equity Incentive Plan is to attract, retain and motivate employees, officers, directors, consultants,
agents, advisors and independent contractors of Citizen Sports, Inc. and its Related Companies by providing them the opportunity to acquire a proprietary interest in the Company and to link their interests and efforts to the long-term interests of
the Company’s shareholders. 
 SECTION 2. DEFINITIONS 

As used in the Plan, 
 “Acquired
Entity” means any entity acquired by the Company or a Related Company or with which the Company or a Related Company merges or combines. 

“Acquisition Price” means the fair market value of the securities, cash or other property, or any combination thereof, receivable
upon consummation of a Company Transaction in respect of a share of Common Stock. 
 “Award” means any award of Options,
Stock Appreciation Rights, Stock Awards, Restricted Stock or Stock Units, as may be designated by the Plan Administrator from time to time. 

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

“Cause,” unless otherwise defined in the instrument evidencing the Award or in a written employment, services or other agreement
between the Participant and the Company or a Related Company, means dishonesty, fraud, serious misconduct, unauthorized use or disclosure of confidential information or trade secrets, or conduct prohibited by criminal law (except minor violations),
in each case as determined by the Company’s chief human resources officer or other person performing that function or, in the case of directors and executive officers, the Board, each of whose determination shall be conclusive and binding.

 “Code” means the Internal Revenue Code of 1986, as amended from time to time. 

“Common Stock” means the common stock, par value $0.0001 per share, of the Company. 

“Company” means Citizen Sports, Inc., a Delaware corporation. 







 “Company Transaction,” unless otherwise defined in the instrument evidencing the
Award or in a written employment, services or other agreement between the Participant and the Company or a Related Company, means consummation of 

(a) a merger or consolidation of the Company with or into any other company or other entity, 

(b) a sale in one transaction or a series of transactions undertaken with a common purpose of all of the Company’s outstanding voting securities, or

 (c) a sale, lease, exchange or other transfer in one transaction or a series of related transactions undertaken with a common purpose of all
or substantially all of the Company’s assets; 
 provided, however, that a Company Transaction shall not include a Related Party
Transaction. Where a series of transactions undertaken with a common purpose is deemed to be a Company Transaction, the date of such Company Transaction shall be the date on which the last of such transactions is consummated. 

“Disability,” unless otherwise defined by the Plan Administrator or in the instrument evidencing the Award
or in a written employment, services or other agreement between the Participant and the Company or a Related Company, means a mental or physical impairment of the Participant that is expected to result in death or that has lasted or is expected to
last for a continuous period of 12 months or more and that causes the Participant to be unable to perform his or her material duties for the Company or a Related Company and to be engaged in any substantial gainful activity, in each case as
determined by the Company’s chief human resources officer or other person performing that function or, in the case of directors and executive officers, the Board, each of whose determination shall be conclusive and binding. 

“Effective Date” has the meaning set forth in Section 18. 

“Eligible Person” means any person eligible to receive an Award as set forth in Section 5. 

“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time. 

“Fair Market Value” means the per share fair market value of the Common Stock as established in good faith by the Board or, if
the Common Stock is publicly traded, the average of the high and low trading prices for the Common Stock on any given date during regular trading or, if not trading on that date, such price on the last preceding date on which the Common Stock was
traded or an average of trading days not to exceed 30 days from the Grant Date, unless determined otherwise by the Plan Administrator using such methods or procedures as it may establish. 

“Grant Date” means the later of (a) the date on which the Plan Administrator completes the corporate action
authorizing the grant of an Award or such later date specified by the Plan Administrator or (b) the date on which all conditions precedent to the Award have been satisfied, provided that conditions to the exercisability or vesting of Awards
shall not defer the Grant Date. 
  

 -2- 








 “Incentive Stock Option” means an Option granted with the intention that it qualify
as an “incentive stock option” as that term is defined in Section 422 of the Code or any successor provision. 

“Nonqualified Stock Option” means an Option other than an Incentive Stock Option. 

“Option” means a right to purchase Common Stock granted under Section 7. 

“Option Expiration Date” has the meaning set forth in Section 7.6. 

“Option Term” means the maximum term of an Option as set forth in Section 7.3. 

“Participant” means any Eligible Person to whom an Award is granted. 

“Plan” means the Citizen Sports, Inc. 2004 Equity Incentive Plan. 

“Plan Administrator” has the meaning set forth in Section 3.1. 

“Related Company” means any entity that, directly or indirectly, is in control of, is controlled by or is under common control
with the Company. 
 “Related Party Transaction” means (a) a merger or consolidation of the Company in which the
holders of the outstanding voting securities of the Company immediately prior to the merger or consolidation hold at least a majority of the outstanding voting securities of the Successor Company immediately after the merger or consolidation;
(b) a sale, lease, exchange or other transfer of all or substantially all of the Company’s assets to a majority-owned subsidiary company; (c) a transaction undertaken for the principal purpose of restructuring the capital of the
Company, including, but not limited to, reincorporating the Company in a different jurisdiction, converting the Company to a limited liability company or creating a holding company; or (d) a corporate dissolution or liquidation. 

“Restricted Stock” means an Award of shares of Common Stock granted under Section 10, the rights of ownership of which may
be subject to restrictions prescribed by the Plan Administrator. 
 “Retirement,” unless otherwise
defined in the instrument evidencing the Award or in a written employment, services or other agreement between the Participant and the Company or a Related Company, means “Retirement” as defined for purposes of
the Plan by the Plan Administrator or the Company’s chief human resources officer or other person performing that function or, if not so defined, means Termination of Service on or after the date the Participant reaches age 55 and has completed
ten years of employment or service with the Company or a Related Company. 
  

 -3- 








 “Securities Act” means the Securities Act of 1933, as amended from time to time.

 “Stock Appreciation Right” has the meaning set forth in Section 9.1. 

“Stock Award” means an Award of shares of Common Stock granted under Section 10, the rights of ownership of which are not
subject to restrictions prescribed by the Plan Administrator. 
 “Stock Unit” means an Award denominated in units of
Common Stock granted under Section 10. 
 “Substitute Awards” means Awards granted or shares of Common Stock issued
by the Company in assumption of, or in substitution or exchange for, awards previously granted by an Acquired Entity. 
 “Successor
Company” means the surviving company, the successor company, the acquiring company or its parent, as applicable, in connection with a Company Transaction. 

“Termination of Service” means a termination of employment or service relationship with the Company or a
Related Company for any reason, whether voluntary or involuntary, including by reason of death, Disability or Retirement. Any question as to whether and when there has been a Termination of Service for the purposes of an Award and the cause of such
Termination of Service shall be determined by the Company’s chief human resources officer or other person performing that function or, in the case of directors and executive officers, the Board, each of whose determination shall be conclusive
and binding. Transfer of a Participant’s employment or service relationship between the Company and any Related Company shall not be considered a Termination of Service for purposes of an Award. Unless the Board determines otherwise, a
Termination of Service shall be deemed to occur if the Participant’s employment or service relationship is with an entity that has ceased to be a Related Company. 

“Vesting Commencement Date” means the Grant Date or such other date set forth in the instrument evidencing the Award as the date
from which the Option begins to vest for purposes of Section 7.4. 
  

 -4- 








 SECTION 3. ADMINISTRATION 

3.1 Administration of the Plan 
 The Plan
shall be administered by the Board. Notwithstanding the foregoing, the Board may delegate concurrent responsibility for administering the Plan, including with respect to designated classes of Eligible Persons, to a committee or committees (which
term includes subcommittees) consisting of two or more members of the Board, subject to such limitations as the Board deems appropriate. If and so long as the Common Stock is registered under Section 12(b) or 12(g) of the Exchange Act, the
Board shall consider in selecting the members of any committee acting as Plan Administrator, with respect to any persons subject or likely to become subject to Section 16 of the Exchange Act, the provisions regarding (a) ”outside
directors” as contemplated by Section 162(m) of the Code and (b) ”non-employee directors” as contemplated by Rule 16b-3(b)(3) under the Exchange Act, or any successor provision thereto. Members of any committee shall
serve for such term as the Board may determine, subject to removal by the Board at any time. All references in the Plan to the “Plan Administrator” shall be, as applicable, to the Board or any committee to whom the Board has
delegated authority to administer the Plan. 
 3.2 Administration and Interpretation by Plan Administrator 

Except for the terms and conditions explicitly set forth in the Plan, the Plan Administrator shall have full power and exclusive authority, subject to
such orders or resolutions not inconsistent with the provisions of the Plan as may from time to time be adopted by the Board to the extent the Plan Administrator is a committee of the Board, to (a) select the Eligible Persons to whom Awards may
from time to time be granted under the Plan; (b) determine the type or types of Award to be granted to each Participant under the Plan; (c) determine the number of shares of Common Stock to be covered by each Award granted under the Plan;
(d) determine the terms and conditions of any Award granted under the Plan; (e) approve the forms of agreements for use under the Plan; (f) determine whether, to what extent and under what circumstances Awards may be settled in cash,
shares of Common Stock or other property or canceled or suspended; (g) determine whether, to what extent and under what circumstances cash, shares of Common Stock, other property and other amounts payable with respect to an Award shall be
deferred either automatically or at the election of the Participant; (h) interpret and administer the Plan and any instrument evidencing an Award; (i) establish such rules and regulations as it shall deem appropriate for the proper
administration of the Plan; (j) delegate ministerial duties to such of the Company’s officers as it so determines; and (k) make any other determination and take any other action that the Plan Administrator deems necessary or desirable
for administration of the Plan. Decisions of the Plan Administrator shall be final, conclusive and binding on all persons, including the Company, any Participant, any shareholder and any Eligible Person. A majority of the members of the Plan
Administrator may determine its actions and fix the time and place of its meetings. 
 SECTION 4. SHARES SUBJECT TO THE
PLAN 
 4.1 Authorized Number of Shares 

Subject to adjustment from time to time as provided in Section 13.1, a maximum of 3,174,242 shares of Common Stock shall be available for issuance
under the Plan. Shares issued under the Plan shall be drawn from authorized and unissued shares or shares now held or subsequently acquired by the Company. 
  

 -5- 








 4.2 Share Usage 

(a) Shares of Common Stock covered by an Award shall not be counted as used unless and until they are actually issued and delivered to a Participant. If
any Award lapses, expires, terminates or is canceled prior to the issuance of shares thereunder or if shares of Common Stock are issued under the Plan to a Participant and thereafter are forfeited to or otherwise reacquired by the Company, the
shares subject to such Awards and the forfeited or reacquired shares shall again be available for issuance under the Plan. Any shares of Common Stock (i) tendered by a Participant or retained by the Company as full or partial payment to the
Company for the purchase price of an Award or to satisfy tax withholding obligations in connection with an Award or (ii) covered by an Award that is settled in cash shall be available for Awards under the Plan. 

(b) The Plan Administrator shall have the authority to grant Awards as an alternative to or as the form of payment for grants or rights earned or due
under other compensation plans or arrangements of the Company. 
 (c) Notwithstanding anything in the Plan to the contrary, the Plan
Administrator may grant Substitute Awards under the Plan. In the event that a written agreement pursuant to which a Company Transaction or a Related Party Transaction is completed is approved by the Board and that agreement sets forth the terms and
conditions of the Substitute Awards, the terms and conditions shall be deemed to be the action of the Plan Administrator without any further action by the Plan Administrator, except as may be required for compliance with Rule 16b-3 under the
Exchange Act, and the persons holding such Substitute Awards shall be deemed to be Participants. 
 (d) Notwithstanding the foregoing and,
subject to adjustment provided in Section 13.1, the maximum number of shares that may be issued upon the exercise of Incentive Stock Options shall equal the aggregate share number stated in Section 4.1. 

SECTION 5. ELIGIBILITY 

An Award may be granted to any employee, officer or director of the Company or a Related Company whom the Plan Administrator from time to time selects.
An Award may also be granted to any consultant, agent, advisor or independent contractor for bona fide services rendered to the Company or any Related Company that (a) are not in connection with the offer and sale of the Company’s
securities in a capital-raising transaction and (b) do not directly or indirectly promote or maintain a market for the Company’s securities. 

SECTION 6. AWARDS 

6.1 Form, Grant and Settlement of Awards 

The Plan Administrator shall have the authority, in its sole discretion, to determine the type or types of Awards to be granted under the Plan. Such
Awards may be granted either alone, in addition to or in tandem with any other type of Award. Any Award settlement may be subject to such conditions, restrictions and contingencies as the Plan Administrator shall determine. 

 

 -6- 








 6.2 Evidence of Awards 

Awards granted under the Plan shall be evidenced by a written (including electronic) instrument that shall contain such terms, conditions, limitations and
restrictions as the Plan Administrator shall deem advisable and that are not inconsistent with the Plan. 
 6.3 Vesting of Awards

 The effect on the vesting of an Award of a Company-approved leave of absence or a Participant’s working less than full-time shall be
determined by the Company’s chief human resources officer or other person performing that function or, in the case of directors and executive officers, the Board, each of whose determination shall be conclusive and binding. 

6.4 Deferrals 
 The Plan Administrator
may permit or require a Participant to defer receipt of the payment of any Award. If any such deferral election is permitted or required, the Plan Administrator, in its sole discretion, shall establish rules and procedures for such payment
deferrals, which may include the grant of additional Awards or provisions for the payment or crediting of interest or dividend equivalents, including converting such credits to deferred stock unit equivalents. 

SECTION 7. OPTIONS 

7.1 Grant of Options 
 The Plan
Administrator may grant Options designated as Incentive Stock Options or Nonqualified Stock Options. 
 7.2 Option Exercise Price

 The exercise price for shares purchased under an Option shall be as established by the Plan Administrator, but shall not be less than
(a) 85% of the Fair Market Value of the Common Stock on the Grant Date with respect to Nonqualified Stock Options, (b) the minimum exercise price required by Section 8.3 with respect to Incentive Stock Options, except in the case of
Substitute Awards, and (c) in the case of an Option granted to a Participant who owns stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or its parent or subsidiary companies, 110% of the
Fair Market Value of the Common Stock on the Grant Date. 
  

 -7- 








 7.3 Term of Options 

Subject to earlier termination in accordance with the terms of the Plan and the instrument evidencing the Option, the maximum term of an Option (the
“Option Term”) shall be as established for that Option by the Plan Administrator or, if not so established, shall be ten years from the Grant Date. For Incentive Stock Options, the Option Term shall be as specified in
Section 8.4. 
 7.4 Exercise of Options 

The Plan Administrator shall establish and set forth in each instrument that evidences an Option the time at which, or the installments in which, the
Option shall vest and become exercisable, any of which provisions may be waived or modified by the Plan Administrator at any time. If not so established in the instrument evidencing the Option, the Option shall vest and become exercisable according
to the following schedule, which may be waived or modified by the Plan Administrator at any time: 
  

			
	 Period of Participant’s Continuous

Employment or Service With the
 Company
or Its Related Companies
 From the Vesting Commencement Date
	  	Portion of Total Option That
Is Vested and Exercisable
	 After 1 year
	  	1/4
	 Each additional month of continuous service completed thereafter
	  	An additional 1/48
	 After 4 years
	  	100%

 The Option may be exercised in whole or from time to
time in part by delivery to the Company of a properly executed stock option exercise agreement or notice, in a form and in accordance with procedures established by the Plan Administrator, setting forth the number of shares with respect to which the
Option is being exercised, the restrictions imposed on the shares purchased under such exercise agreement or notice, if any, and such representations and agreements as may be required by the Plan Administrator, accompanied by payment in full as
described in Section 7.5. An Option may be exercised only for whole shares and may not be exercised for less than a reasonable number of shares at any one time, as determined by the Plan Administrator. 

7.5 Payment of Exercise Price 
 The
exercise price for shares purchased under an Option shall be paid in full to the Company by delivery of consideration equal to the product of the Option exercise price and the number of shares purchased. Such consideration must be paid before the
Company will issue the shares being purchased and must be in a form or a combination of forms acceptable to the Plan Administrator for that purchase, which forms may include: 

(a) cash; 
  

 -8- 








 (b) check or wire transfer; 

(c) tendering (either actually or, if the Common Stock is registered under Section 12(b) or 12(g) of the Exchange Act, by attestation) shares
of Common Stock already owned by the Participant, which on the day prior to the exercise date have a Fair Market Value equal to the aggregate exercise price of the shares being purchased under the Option (such shares must have been owned by the
Participant for at least six months or any shorter period necessary to avoid a charge to the Company’s earnings for financial reporting purposes); 

(d) if the Common Stock is registered under Section 12(b) or 12(g) of the Exchange Act, and to the extent permitted by law, delivery of a properly
executed exercise agreement or notice, together with irrevocable instructions to a brokerage firm designated or approved by the Company to deliver promptly to the Company the aggregate amount of sale or loan proceeds to pay the Option exercise price
and any withholding tax obligations that may arise in connection with the exercise, all in accordance with the regulations of the Federal Reserve Board; or 

(e) such other consideration as the Plan Administrator may permit. 

In addition, to assist a Participant (including directors and executive officers) in acquiring shares of Common Stock pursuant to an Award granted under
the Plan, the Plan Administrator, in its sole discretion, may authorize, either at the Grant Date or at any time before the acquisition of Common Stock pursuant to the Award, (i) the payment by a Participant of the purchase price of the Common
Stock by a promissory note or (ii) the guarantee by the Company of a loan obtained by the Participant from a third party. Such notes or loans must be full recourse to the extent necessary to avoid charges to the Company’s earnings for
financial reporting purposes. Subject to the foregoing, the Plan Administrator shall in its sole discretion specify the terms of any loans or loan guarantees, including the interest rate and terms of and security for repayment. 

7.6 Effect of Termination of Service 

The Plan Administrator shall establish and set forth in each instrument that evidences an Option whether the Option shall continue to be exercisable, and
the terms and conditions of such exercise, after a Termination of Service, any of which provisions may be waived or modified by the Plan Administrator at any time. If not so established in the instrument evidencing the Option, the Option shall be
exercisable according to the following terms and conditions, which may be waived or modified by the Plan Administrator at any time: 
 (a) Any
portion of an Option that is not vested and exercisable on the date of a Participant’s Termination of Service shall expire on such date. 
  

 -9- 








 (b) Any portion of an Option that is vested and exercisable on the date of a Participant’s Termination
of Service shall expire on the earliest to occur of 
 (i) if the Participant’s Termination of Service occurs for reasons
other than Cause, Retirement, Disability or death, the date that is three months after such Termination of Service; 
 (ii) if
the Participant’s Termination of Service occurs by reason of Retirement, Disability or death, the one-year anniversary of such Termination of Service; and 

(iii) the last day of the Option Term (the “Option Expiration Date”). 

Notwithstanding the foregoing, if a Participant dies after the Participant’s Termination of Service but while an Option is otherwise exercisable,
the portion of the Option that is vested and exercisable on the date of such Termination of Service shall expire upon the earlier to occur of (y) the Option Expiration Date and (z) the one-year anniversary of the date of death, unless the
Plan Administrator determines otherwise. 
 Also notwithstanding the foregoing, in case a Participant’s Termination of Service occurs for
Cause, all Options granted to the Participant shall automatically expire upon first notification to the Participant of such termination, unless the Plan Administrator determines otherwise. If a Participant’s employment or service relationship
with the Company is suspended pending an investigation of whether the Participant shall be terminated for Cause, all the Participant’s rights under any Option shall likewise be suspended during the period of investigation. If any facts that
would constitute termination for Cause are discovered after a Participant’s Termination of Service, any Option then held by the Participant may be immediately terminated by the Plan Administrator, in its sole discretion. 

(c) A Participant’s change in status from an employee of the Company or a Related Company to a consultant, advisor or independent contractor of the
Company or a Related Company or a change in status from a consultant, advisor or independent contractor of the Company or a Related Company to an employee of the Company or a Related Company shall not be considered a Termination of Service for
purposes of this Section 7.6. 
  

 -10- 








 SECTION 8. INCENTIVE STOCK OPTION LIMITATIONS 

Notwithstanding any other provisions of the Plan, the terms and conditions of any Incentive Stock Options shall in addition comply in all respects with
Section 422 of the Code or any successor provision and any applicable regulations thereunder, including the following: 
 8.1 Dollar
Limitation 
 To the extent the aggregate Fair Market Value (determined as of the Grant Date) of Common Stock with respect to which a
Participant’s Incentive Stock Options become exercisable for the first time during any calendar year (under the Plan and all other stock option plans of the Company and its parent and subsidiary corporations) exceeds $100,000, such portion in
excess of $100,000 shall be treated as a Nonqualified Stock Option. In the event the Participant holds two or more such Options that become exercisable for the first time in the same calendar year, such limitation shall be applied on the basis of
the order in which such Options are granted. 
 8.2 Eligible Employees 

Individuals who are not employees of the Company or one of its parent or subsidiary corporations may not be granted Incentive Stock Options. 

8.3 Exercise Price 
 The exercise price
of an Incentive Stock Option shall be at least 100% of the Fair Market Value of the Common Stock on the Grant Date and, in the case of an Incentive Stock Option granted to a Participant who owns more than 10% of the total combined voting power of
all classes of the stock of the Company or of its parent or subsidiary corporations (a “10% Shareholder”), shall not be less than 110% of the Fair Market Value of the Common Stock on the Grant Date. The determination of more
than 10% ownership shall be made in accordance with Section 422 of the Code. 
 8.4 Option Term 

Subject to earlier termination in accordance with the terms of the Plan and the instrument evidencing the Option, the Option Term of an Incentive Stock
Option shall not exceed ten years, and in the case of an Incentive Stock Option granted to a 10% Shareholder, shall not exceed five years. 

8.5 Exercisability 
 An Option designated
as an Incentive Stock Option shall cease to qualify for favorable tax treatment as an Incentive Stock Option to the extent it is exercised (if permitted by the terms of the Option) (a) more than three months after the date of a
Participant’s Termination of Service if termination was for reasons other than death or Disability, (b) more than one year after the date of a Participant’s Termination of Service if termination was by reason of Disability, or
(c) after the Participant has been on leave of absence for more than 90 days, unless the Participant’s reemployment rights are guaranteed by statute or contract. 

 

 -11- 








 8.6 Taxation of Incentive Stock Options 

In order to obtain certain tax benefits afforded to Incentive Stock Options under Section 422 of the Code, the Participant must hold the shares
acquired upon the exercise of an Incentive Stock Option for two years after the Grant Date and one year after the date of exercise. A Participant may be subject to the alternative minimum tax at the time of exercise of an Incentive Stock Option. The
Participant shall give the Company prompt notice of any disposition of shares acquired on the exercise of an Incentive Stock Option prior to the expiration of such holding periods. 

8.7 Promissory Notes 
 The amount of any
promissory note delivered pursuant to Section 7.5 in connection with an Incentive Stock Option shall bear interest at a rate specified by the Plan Administrator, but in no case less than the rate required to avoid imputation of interest (taking
into account any exceptions to the imputed interest rules) for federal income tax purposes. 
 8.8 Code Definitions 

For the purposes of this Section 8, “disability,” “parent corporation” and “subsidiary corporation” shall have the
meanings attributed to those terms for purposes of Section 422 of the Code. 
 SECTION 9. STOCK APPRECIATION RIGHTS

 9.1 Grant of Stock Appreciation Rights 

The Plan Administrator may grant stock appreciation rights (“Stock Appreciation Rights” or “SARs”) to
Participants at any time. An SAR may be granted in tandem with an Option or alone (“freestanding”). The grant price of a tandem SAR shall be equal to the exercise price of the related Option, and the grant price of a
freestanding SAR shall be as established by the Plan Administrator. An SAR may be exercised upon such terms and conditions and for the term as the Plan Administrator determines in its sole discretion; provided, however, that, subject to earlier
termination in accordance with the terms of the Plan and the instrument evidencing the SAR, the term of a freestanding SAR shall be as established for that SAR by the Plan Administrator or, if not so established, shall be ten years, and in the case
of a tandem SAR, (a) the term shall not exceed the term of the related Option and (b) the tandem SAR may be exercised for all or part of the shares subject to the related Option upon the surrender of the right to exercise the equivalent
portion of the related Option, except that the tandem SAR may be exercised only with respect to the shares for which its related Option is then exercisable. 
  

 -12- 








 9.2 Payment of SAR Amount 

Upon the exercise of an SAR, a Participant shall be entitled to receive payment from the Company in an amount determined by multiplying: (a) the
difference between the Fair Market Value of the Common Stock for the date of exercise over the grant price by (b) the number of shares with respect to which the SAR is exercised. At the discretion of the Plan Administrator as set forth in the
instrument evidencing the Award, the payment upon exercise of an SAR may be in cash, in shares of equivalent value, in some combination thereof or in any other manner approved by the Plan Administrator in its sole discretion. 

SECTION 10. STOCK AWARDS, RESTRICTED STOCK AND STOCK UNITS 

10.1 Grant of Stock Awards, Restricted Stock and Stock Units 

The Plan Administrator may grant Stock Awards, Restricted Stock or Stock Units on such terms and conditions and subject to such repurchase or forfeiture
restrictions, if any (which may be based on continuous service with the Company or a Related Company or the achievement of any performance criteria), as the Plan Administrator shall determine in its sole discretion, which terms, conditions and
restrictions shall be set forth in the instrument evidencing the Award. 
 10.2 Issuance of Shares; Settlement of Awards 

Upon the satisfaction of any terms, conditions and restrictions prescribed with respect to Restricted Stock or Stock Units, or upon a Participant’s
release from any terms, conditions and restrictions of Restricted Stock or Stock Units, as determined by the Plan Administrator, and subject to the provisions of Section 11, (a) the shares of Restricted Stock covered by each Award of
Restricted Stock shall become freely transferable by the Participant, and (b) Stock Units shall be paid in shares of Common Stock or, if set forth in the instrument evidencing the Award, in cash, shares of Common Stock or a combination of cash
and shares of Common Stock as the Plan Administrator shall determine in its sole discretion. Any fractional shares subject to such Awards shall be paid to the Participant in cash. 

10.3 Dividends and Distributions 

Participants holding shares of Restricted Stock or Stock Units may, if the Plan Administrator so determines, be credited with dividends paid with respect
to the underlying shares or dividend equivalents while they are so held in a manner determined by the Plan Administrator in its sole discretion. The Plan Administrator may apply any restrictions to the dividends or dividend equivalents that the Plan
Administrator deems appropriate. The Plan Administrator, in its sole discretion, may determine the form of payment of dividends or dividend equivalents, including cash, shares of Common Stock, Restricted Stock or Stock Units. 

10.4 Waiver of Restrictions 

Notwithstanding any other provisions of the Plan, the Plan Administrator, in its sole discretion, may waive the repurchase or forfeiture period and any
other terms, conditions or restrictions on any Restricted Stock or Stock Unit under such circumstances and subject to such terms and conditions as the Plan Administrator shall deem appropriate. 

 

 -13- 








 10.5 Minimum Purchase Price 

The purchase price for any shares of Common Stock that may be purchased under the Plan (“Stock Purchase Rights”) shall be at least
85% of the Fair Market Value of the Common Stock at the time the Participant is granted the Stock Purchase Right or at the time the purchase is consummated. Notwithstanding the foregoing, to the extent required by applicable law, the purchase price
shall be at least 100% of the Fair Market Value of the Common Stock at the time the Participant is granted the Stock Purchase Right or at the time the purchase is consummated in the case of any person who owns stock possessing more than 10% of the
total combined voting power of all classes of stock of the Company or its parent or subsidiary companies. 
 SECTION 11.
WITHHOLDING 
 The Company may require the Participant to pay to the Company the amount of (a) any taxes that the Company is required
by applicable federal, state, local or foreign law to withhold with respect to the grant, vesting or exercise of an Award (“tax withholding obligations”) and (b) any amounts due from the Participant to the Company or to
any Related Company (“other obligations”). The Company shall not be required to issue any shares of Common Stock or otherwise settle an Award under the Plan until such tax withholding obligations and other obligations are
satisfied. 
 The Plan Administrator may permit or require a Participant to satisfy all or part of the Participant’s tax withholding
obligations and other obligations by (a) paying cash to the Company, (b) having the Company withhold an amount from any cash amounts otherwise due or to become due from the Company to the Participant, (c) having the Company withhold a
number of shares of Common Stock that would otherwise be issued to the Participant (or become vested in the case of Restricted Stock) having a Fair Market Value equal to the tax withholding obligations and other obligations, or (d) surrendering
a number of shares of Common Stock the Participant already owns having a value equal to the tax withholding obligations and other obligations. The value of the shares so withheld may not exceed the employer’s minimum required tax withholding
rate, and the value of the shares so surrendered may not exceed such rate to the extent the Participant has owned the surrendered shares for less than six months if such limitation is necessary to avoid a charge to the Company for financial
reporting purposes. 
  

 -14- 








 SECTION 12. ASSIGNABILITY 

No Award or interest in an Award may be sold, assigned, pledged (as collateral for a loan or as security for the performance of an obligation or for any
other purpose) or transferred by the Participant or made subject to attachment or similar proceedings otherwise than by will or by the applicable laws of descent and distribution, except to the extent a Participant designates one or more
beneficiaries on a Company-approved form who may exercise the Award or receive payment under the Award after the Participant’s death. During a Participant’s lifetime, an Award may be exercised only by the Participant. Notwithstanding the
foregoing and to the extent permitted by Section 422 of the Code and applicable law, the Plan Administrator, in its sole discretion, may permit a Participant to assign or transfer an Award, and may permit distribution of an Option to an inter
vivos or testamentary trust in which the Option is to be passed to beneficiaries upon the death of the trustor (settlor), or by gift to “immediate family” as that term is defined in Rule 16a-1(e) under the Exchange Act; provided,
however, that any Award so assigned or transferred shall be subject to all the terms and conditions of the Plan and the instrument evidencing the Award. 

SECTION 13. ADJUSTMENTS 

13.1 Adjustment of Shares 
 In the event,
at any time or from time to time, a stock dividend, stock split, spin-off, combination or exchange of shares, recapitalization, merger, consolidation, distribution to shareholders other than a normal cash dividend, or other change in the
Company’s corporate or capital structure results in (a) the outstanding shares of Common Stock, or any securities exchanged therefor or received in their place, being exchanged for a different number or kind of securities of the Company or
any other company or (b) new, different or additional securities of the Company or any other company being received by the holders of shares of Common Stock, then the Plan Administrator shall make proportional adjustments in (i) the
maximum number and kind of securities available for issuance under the Plan; (ii) the maximum number and kind of securities issuable as Incentive Stock Options as set forth in Section 4.2(d); and (iii) the number and kind of
securities that are subject to any outstanding Award and the per share price of such securities, without any change in the aggregate price to be paid therefor. 

The determination by the Plan Administrator as to the terms of any of the foregoing adjustments shall be conclusive and binding. 

Notwithstanding the foregoing, the issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class,
for cash or property, or for labor or services rendered, or for other valid consideration, either upon direct sale or upon the exercise of rights or warrants to subscribe therefor, or upon conversion of shares or obligations of the Company
convertible into such shares or other securities, shall not affect, and no adjustment by reason thereof shall be made with respect to, outstanding Awards. Also notwithstanding the foregoing, a dissolution or liquidation of the Company or a Company
Transaction shall not be governed by this Section 13.1 but shall be governed by the remaining provisions of this Section 13. 
  

 -15- 








 13.2 Dissolution or Liquidation 

To the extent not previously exercised or settled, and unless otherwise determined by the Plan Administrator in its sole discretion, Options, Stock
Appreciation Rights and Stock Units shall terminate immediately prior to the dissolution or liquidation of the Company. To the extent a forfeiture provision or repurchase right applicable to an Award has not been waived by the Plan Administrator,
the Award shall be forfeited immediately prior to the consummation of the dissolution or liquidation. 
 13.3 Company Transaction

 In the event of a Company Transaction, each outstanding Award shall be assumed or an equivalent Award shall be substituted by such
successor corporation or a parent or subsidiary of such successor corporation (the “Successor Corporation”), unless the Successor Corporation does not agree to assume the Award, in which case such Award shall terminate upon the
consummation of the transaction. For purposes of this Section 13.3, an Award shall be considered assumed, without limitation, if, at the time of issuance of the stock or other consideration upon a Company Transaction, as the case may be, each
holder of an Award would be entitled to receive upon exercise of the award the same number and kind of shares of stock or the same amount of property, cash or securities as such holder would have been entitled to receive upon the occurrence of the
transaction if the holder had been, immediately prior to such transaction, the holder of the number of shares of Common Stock covered by the award at such time (after giving effect to any adjustments in the number of shares covered by the Award as
provided for in this Section 13); provided that if such consideration received in the transaction is not solely common stock of the Successor Corporation, the Plan Administrator may, with the consent of the Successor Corporation, provide for
the consideration to be received upon exercise of the award to be solely common stock of the Successor Corporation equal to the Fair Market Value of the per share consideration received by holders of Common Stock in the transaction. 

13.4 Further Adjustment of Awards 

Subject to Sections 13.2 and 13.3, the Plan Administrator shall have the discretion, exercisable at any time before a sale, merger, consolidation,
reorganization, liquidation, dissolution or change in control of the Company, as defined by the Plan Administrator, to take such further action as it determines to be necessary or advisable with respect to Awards. Such authorized action may include
(but shall not be limited to) establishing, amending or waiving the type, terms, conditions or duration of, or restrictions on, Awards so as to provide for earlier, later, extended or additional time for exercise, lifting restrictions and other
modifications, and the Plan Administrator may take such actions with respect to all Participants, to certain categories of Participants or only to individual Participants. The Plan Administrator may take such action before or after granting Awards
to which the action relates and before or after any public announcement with respect to such sale, merger, consolidation, reorganization, liquidation, dissolution or change in control that is the reason for such action. 

 

 -16- 








 13.5 Limitations 

The grant of Awards shall in no way affect the Company’s right to adjust, reclassify, reorganize or otherwise change its capital or business
structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets. 
 13.6 Fractional
Shares 
 In the event of any adjustment in the number of shares covered by any Award, each such Award shall cover only the number of full
shares resulting from such adjustment. 
 SECTION 14. FIRST REFUSAL AND REPURCHASE RIGHTS 

14.1 First Refusal Rights 
 Until the
date on which the initial registration of the Common Stock under Section 12(b) or 12(g) of the Exchange Act first becomes effective, the Company shall have the right of first refusal with respect to any proposed sale or other disposition by a
Participant of any shares of Common Stock issued pursuant to an Award. Such right of first refusal shall be exercisable in accordance with the terms and conditions established by the Plan Administrator and set forth in the stock purchase agreement
evidencing the purchase of the shares. 
 14.2 Repurchase Rights for Vested Shares if Terminated for Cause 

Upon a Participant’s Termination of Service for Cause, all vested shares of Common Stock issued pursuant to an Award (whether issued before or after
such Termination of Service) shall be subject to repurchase by the Company, at the Company’s sole discretion at the Fair Market Value of such shares on the date of such repurchase. The terms and conditions upon which such repurchase right shall
be exercisable (including the period and procedure for exercise) shall be established by the Plan Administrator and set forth in the stock purchase agreement evidencing the purchase of the shares. The purchase price shall not be less than the Fair
Market Value of the securities upon Termination of Service, and the right to repurchase shall be exercised for cash or cancellation of purchase money indebtedness for the shares within 90 days of termination of employment (or in the case of
securities issued upon exercise of Options after Termination of Service, within 90 days after the date of the exercise), and the right shall terminate when the Company’s securities become publicly traded. Nothing in this Section 14.2 shall
in any way limit the Company’s right to purchase unvested shares as set forth in the applicable Award. 
 14.3 General 

The Company may not exercise its first refusal or repurchase rights under Section 14.1 or 14.2, respectively, earlier than six months and one
day following the date the shares were purchased by a Participant (or any shorter period determined by the Company to be sufficient to avoid a charge to the Company’s earnings for financial reporting purposes or required by applicable law).

  

 -17- 








 The Company’s first refusal and repurchase rights under this Section 14 are assignable by the
Company at any time. 
 SECTION 15. MARKET STANDOFF 

In the event of an underwritten public offering by the Company of its equity securities pursuant to an effective registration statement filed under the
Securities Act, including the Company’s initial public offering, no person may sell, make any short sale of, loan, hypothecate, pledge, grant any option for the purchase of, or otherwise dispose of or transfer for value or otherwise agree to
engage in any of the foregoing transactions with respect to any shares issued pursuant to an Award granted under the Plan without the prior written consent of the Company or its underwriters. Such limitations shall be in effect for such period of
time as may be requested by the Company or such underwriters; provided, however, that in no event shall such period exceed 180 days following the effective date of the registration statement. The limitations of this Section 15 shall in all
events terminate two years after the effective date of the Company’s initial public offering. 
 In the event of any stock split, stock
dividend, recapitalization, combination of shares, exchange of shares or other change affecting the Company’s outstanding Common Stock effected as a class without the Company’s receipt of consideration, any new, substituted or additional
securities distributed with respect to the purchased shares shall be immediately subject to the provisions of this Section 15, to the same extent the purchased shares are at such time covered by such provisions. 

In order to enforce the limitations of this Section 15, the Company may impose stop-transfer instructions with respect to the purchased shares until
the end of the applicable standoff period. 
 SECTION 16. AMENDMENT AND TERMINATION 

16.1 Amendment, Suspension or Termination 

The Board may amend, suspend or terminate the Plan or any portion of the Plan at any time and in such respects as it shall deem advisable; provided,
however, that, to the extent required by applicable law, regulation or stock exchange rule, shareholder approval shall be required for any amendment to the Plan. Subject to Section 16.3, the Board may amend the terms of any outstanding Award,
prospectively or retroactively. 
 16.2 Term of the Plan 

The Plan shall have no fixed expiration date. After the Plan is terminated, no future Awards may be granted, but Awards previously granted shall remain
outstanding in accordance with their applicable terms and conditions and the Plan’s terms and conditions. Notwithstanding the foregoing, no Incentive Stock Options may be granted more than ten years after the earlier of (a) the adoption of
the Plan by the Board and (b) the adoption by the Board of any amendment to the Plan that constitutes the adoption of a new plan for purposes of Section 422 of the Code. Notwithstanding the foregoing, no Award may be granted to a resident
of California more than ten years after the earlier of the date of adoption of the Plan and the date the Plan is approved by the shareholders. 
  

 -18- 








 16.3 Consent of Participant 

The amendment, suspension or termination of the Plan or a portion thereof or the amendment of an outstanding Award shall not, without the
Participant’s consent, materially adversely affect any rights under any Award theretofore granted to the Participant under the Plan. Any change or adjustment to an outstanding Incentive Stock Option shall not, without the consent of the
Participant, be made in a manner so as to constitute a “modification” that would cause such Incentive Stock Option to fail to continue to qualify as an Incentive Stock Option. Notwithstanding the foregoing, any adjustments made pursuant to
Sections 13.2 and 13.3 shall not be subject to these restrictions. 
 SECTION 17. GENERAL 

17.1 No Individual Rights 
 No individual
or Participant shall have any claim to be granted any Award under the Plan, and the Company has no obligation for uniformity of treatment of Participants under the Plan. 

Furthermore, nothing in the Plan or any Award granted under the Plan shall be deemed to constitute an employment contract or confer or be deemed to
confer on any Participant any right to continue in the employ of, or to continue any other relationship with, the Company or any Related Company or limit in any way the right of the Company or any Related Company to terminate a Participant’s
employment or other relationship at any time, with or without cause. 
 17.2 Issuance of Shares 

Notwithstanding any other provision of the Plan, the Company shall have no obligation to issue or deliver any shares of Common Stock under the Plan or
make any other distribution of benefits under the Plan unless, in the opinion of the Company’s counsel, such issuance, delivery or distribution would comply with all applicable laws (including, without limitation, the requirements of the
Securities Act or the laws of any state or foreign jurisdiction) and the applicable requirements of any securities exchange or similar entity. 

The Company shall be under no obligation to any Participant to register for offering or resale or to qualify for exemption under the Securities Act, or
to register or qualify under the laws of any state or foreign jurisdiction, any shares of Common Stock, security or interest in a security paid or issued under, or created by, the Plan, or to continue in effect any such registrations or
qualifications if made. 
  

 -19- 








 As a condition to the exercise of an Option or any other receipt of Common Stock pursuant to an Award under
the Plan, the Company may require (a) the Participant to represent and warrant at the time of any such exercise or receipt that such shares are being purchased or received only for the Participant’s own account and without any present
intention to sell or distribute such shares and (b) such other action or agreement by the Participant as may from time to time be necessary to comply with the federal, state and foreign securities laws. At the option of the Company, a
stop-transfer order against any such shares may be placed on the official stock books and records of the Company, and a legend indicating that such shares may not be pledged, sold or otherwise transferred, unless an opinion of counsel is provided
(concurred in by counsel for the Company) stating that such transfer is not in violation of any applicable law or regulation, may be stamped on stock certificates to ensure exemption from registration. The Plan Administrator may also require the
Participant to execute and deliver to the Company a purchase agreement or such other agreement as may be in use by the Company at such time that describes certain terms and conditions applicable to the shares. 

To the extent the Plan or any instrument evidencing an Award provides for issuance of stock certificates to reflect the issuance of shares of Common
Stock, the issuance may be effected on a noncertificated basis, to the extent not prohibited by applicable law or the applicable rules of any stock exchange. 

17.3 No Rights as a Shareholder 
 Unless
otherwise provided by the Plan Administrator or in the instrument evidencing the Award or in a written employment, services or other agreement, no Option, Stock Appreciation Right or Stock Unit shall entitle the Participant to any cash dividend,
voting or other right of a shareholder unless and until the date of issuance under the Plan of the shares that are the subject of such Award. 

17.4 Compliance With Laws and Regulations 

In interpreting and applying the provisions of the Plan, any Option granted as an Incentive Stock Option pursuant to the Plan shall, to the extent
permitted by law, be construed as an “incentive stock option” within the meaning of Section 422 of the Code. 
  

 -20- 








 17.5 Participants in Other Countries 

The Plan Administrator shall have the authority to adopt such modifications, procedures and subplans as may be necessary or desirable to comply with
provisions of the laws of other countries in which the Company or any Related Company may operate to ensure the viability of the benefits from Awards granted to Participants employed in such countries, to comply with applicable foreign laws and to
meet the objectives of the Plan. 
 17.6 No Trust or Fund 

The Plan is intended to constitute an “unfunded” plan. Nothing contained herein shall require the Company to segregate any monies or other
property, or shares of Common Stock, or to create any trusts, or to make any special deposits for any immediate or deferred amounts payable to any Participant, and no Participant shall have any rights that are greater than those of a general
unsecured creditor of the Company. 
 17.7 Successors 

All obligations of the Company under the Plan with respect to Awards shall be binding on any successor to the Company, whether the existence of such
successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all the business and/or assets of the Company. 

17.8 Severability 
 If any provision of
the Plan or any Award is determined to be invalid, illegal or unenforceable in any jurisdiction, or as to any person, or would disqualify the Plan or any Award under any law deemed applicable by the Plan Administrator, such provision shall be
construed or deemed amended to conform to applicable laws, or, if it cannot be so construed or deemed amended without, in the Plan Administrator’s determination, materially altering the intent of the Plan or the Award, such provision shall be
stricken as to such jurisdiction, person or Award, and the remainder of the Plan and any such Award shall remain in full force and effect. 

17.9 Choice of Law 
 The Plan, all Awards
granted thereunder and all determinations made and actions taken pursuant hereto, to the extent not otherwise governed by the laws of the United States, shall be governed by the laws of the State of California without giving effect to principles of
conflicts of law. 
 17.10 Financial Reports 

To the extent required by applicable law, the Company shall provide annual financial statements of the Company to each Participant. Such financial
statements need not be audited and need not be issued to employees whose duties within the Company assure them access to equivalent information. 
  

 -21- 








 SECTION 18. EFFECTIVE DATE 

The effective date (the “Effective Date”) is the date on which the Plan is adopted by the Board. If the shareholders of the
Company do not approve the Plan within 12 months after the Board’s adoption of the Plan, (a) any Award exercised or settled before the shareholders of the Company approve the Plan shall be rescinded and any such shares shall not be
counted in determining whether such shareholder approval is obtained, and (b) any Incentive Stock Options granted under the Plan will be treated as Nonqualified Stock Options. 

 

 -22-