The UK Sub-Plan of the TeleNav, Inc. 2009 Equity Incentive Plan



 Exhibit 4.4.5 

THE UK SUB-PLAN OF THE 

TELENAV, INC. 2009 EQUITY INCENTIVE PLAN 

1. Origin and Purposes of the Sub-Plan. 

This Sub-Plan is a sub-plan established under, and governed by the TeleNav, Inc. 2009 Equity Incentive Plan (the “Plan”) for the
purpose of satisfying applicable English laws. 
 The purposes of this Sub-Plan are to provide incentives for present and future
UK tax resident Employees of the Company and its Subsidiaries, to: 
  

	 	•	 	 to attract and retain the best available personnel for positions of substantial responsibility, 



 

	 	•	 	 to provide additional incentives to such Employees, and 



 

	 	•	 	 to promote the success of the Company’s business. 



The Sub-Plan permits the grant of UK Unapproved Options, Restricted Stock, Restricted Stock Units, Performance Units and Performance
Shares. 
 2. Definitions. As used herein, the following definitions will apply: 

(a) “Administrator” means the Board or any of its Committees as will be administering the Sub-Plan, in accordance with
Section 4 of the Sub-Plan. 
 (b) “Applicable Laws” means the requirements relating to the administration
of equity-based awards under U.S. state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Common Stock is listed or quoted and the applicable laws of any foreign country or
jurisdiction where Awards are, or will be, granted under the Sub-Plan. 
 (c) “Award” means, individually or
collectively, a grant under the Sub-Plan of UK Unapproved Options, Restricted Stock, Restricted Stock Units, Performance Units or Performance Shares. 

(d) “Award Agreement” means the written or electronic agreement setting forth the terms and provisions applicable to
each Award granted under the Sub-Plan. The Award Agreement is subject to the terms and conditions of the Sub-Plan. 
 (e)
“Board” means the Board of Directors of the Company. 







 (f) “Change in Control” means the occurrence of any of the following
events: 
 (i) A change in the ownership of the Company which occurs on the date that any one person, or more than one person
acting as a group (“Person”), acquires ownership of the stock of the Company that, together with the stock held by such Person, constitutes more than 50% of the total voting power of the stock of the Company; provided, however, that
for purposes of this subsection (i), the acquisition of additional stock by any one Person, who is considered to own more than 50% of the total voting power of the stock of the Company will not be considered a Change in Control; or 

(ii) A change in the effective control of the Company which occurs on the date that a majority of members of the Board is replaced
during any twelve (12) month period by Directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election. For purposes of this clause (ii), if any Person is
considered to be in effective control of the Company, the acquisition of additional control of the Company by the same Person will not be considered a Change in Control; or 

(iii) A change in the ownership of a substantial portion of the Company’s assets which occurs on the date that any Person acquires
(or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such person or persons) assets from the Company that have a total gross fair market value equal to or more than 50% of the total gross
fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions; provided, however, that for purposes of this subsection (iii), the following will not constitute a change in the ownership of a substantial
portion of the Company’s assets: (A) a transfer to an entity that is controlled by the Company’s stockholders immediately after the transfer, or (B) a transfer of assets by the Company to: (1) a stockholder of the Company
(immediately before the asset transfer) in exchange for or with respect to the Company’s stock, (2) an entity, 50% or more of the total value or voting power of which is owned, directly or indirectly, by the Company, (3) a Person,
that owns, directly or indirectly, 50% or more of the total value or voting power of all the outstanding stock of the Company, or (4) an entity, at least 50% of the total value or voting power of which is owned, directly or indirectly, by a
Person described in this subsection (iii)(B)(3). For purposes of this subsection (iii), gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities
associated with such assets. 
 For purposes of this Section 2(f), persons will be considered to be acting as a group if
they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company. 

(g) “Code” means the Internal Revenue Code of 1986, as amended. Any reference to a section of the Code herein will be a
reference to any successor or amended section of the Code. 
 (h) “Committee” means a committee of Directors or
of other individuals satisfying Applicable Laws appointed by the Board in accordance with Section 4 hereof. 
 (i)
“Common Stock” means the common stock of the Company. 
  

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 (j) “Company” means TeleNav, Inc., a Delaware corporation, or any successor
thereto. 
 (k) “Consultant” means any person, including an advisor, engaged by the Company or a Parent or
Subsidiary to render services to such entity. 
 (l) “Director” means a member of the Board. 

(m) “Disability” means total and permanent disability as defined in Section 22(e)(3) of the Code, provided that the
Administrator in its discretion may determine whether a permanent and total disability exists in accordance with uniform and non-discriminatory standards adopted by the Administrator from time to time. 

(n) “Employee” means any person, including Officers and Directors, employed by the Company or any Parent or Subsidiary
of the Company. Neither service as a Director nor payment of a director’s fee by the Company will be sufficient to constitute “employment” by the Company. 

(o) “Exchange Act” means the Securities Exchange Act of 1934, as amended. 

(p) “Exchange Program” means a program under which (i) outstanding Awards are surrendered or cancelled in exchange
for Awards of the same type (which may have higher or lower exercise prices and different terms), Awards of a different type, and/or cash, (ii) Participants would have the opportunity to transfer any outstanding Awards to a financial
institution or other person or entity selected by the Administrator, and/or (iii) the exercise price of an outstanding Award is increased or reduced. The Administrator will determine the terms and conditions of any Exchange Program in its sole
discretion. 
 (q) “Fair Market Value” means, as of any date, the value of Common Stock determined as follows:

 (i) If the Common Stock is listed on any established stock exchange or a national market system, including without
limitation the Nasdaq Global Select Market, the Nasdaq Global Market or the Nasdaq Capital Market of The Nasdaq Stock Market, its Fair Market Value will be the closing sales price for such stock (or the closing bid, if no sales were reported) as
quoted on such exchange or system on the day of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable; 

(ii) If the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, the Fair Market
Value of a Share will be the mean between the high bid and low asked prices for the Common Stock on the day of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable; 

(iii) For purposes of any Awards granted on the Registration Date, the Fair Market Value will be the initial price to the public as set
forth in the final prospectus included within the registration statement in Form S-1 filed with the Securities and Exchange Commission for the initial public offering of the Company’s Common Stock; or 

 

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 (iv) In the absence of an established market for the Common Stock, the Fair Market Value
will be determined in good faith by the Administrator. 
 (r) “Fiscal Year” means the fiscal year of the
Company. 
 (s) Intentionally left blank. 

(t) “Inside Director” means a Director who is an Employee. 

(u) Intentionally left blank. 

(v) “Officer” means a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act
and the rules and regulations promulgated thereunder. 
 (w) “UK Unapproved Option” means a stock option
granted pursuant to the Sub-Plan. 
 (x) “Outside Director” means a Director who is not an Employee.

 (y) “Parent” means a “parent corporation,” whether now or hereafter existing, as defined in
Section 424(e) of the Code. 
 (z) “Participant” means the holder of an outstanding Award. 

(aa) “Performance Share” means an Award denominated in Shares which may be earned in whole or in part upon attainment of
performance goals or other vesting criteria as the Administrator may determine pursuant to Section 10. 
 (bb)
“Performance Unit” means an Award which may be earned in whole or in part upon attainment of performance goals or other vesting criteria as the Administrator may determine and which may be settled for cash, Shares or other
securities or a combination of the foregoing pursuant to Section 10. 
 (cc) “Period of Restriction” means
the period during which the transfer of Shares of Restricted Stock are subject to restrictions and therefore, the Shares are subject to a substantial risk of forfeiture. Such restrictions may be based on the passage of time, the achievement of
target levels of performance, or the occurrence of other events as determined by the Administrator. 
 (dd)
“Sub-Plan” means this UK Sub-Plan of the TeleNav, Inc. 2009 Equity Incentive Plan. 
 (ee)
“Registration Date” means the effective date of the first registration statement that is filed by the Company and declared effective pursuant to Section 12(g) of the Exchange Act, with respect to any class of the Company’s
securities. 
 (ff) “Restricted Stock” means Shares issued pursuant to a Restricted Stock award under
Section 7 of the Sub-Plan, or issued pursuant to the early exercise of a UK Unapproved Option. 
  

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 (gg) “Restricted Stock Unit” means a bookkeeping entry representing an
amount equal to the Fair Market Value of one Share, granted pursuant to Section 8 of the Sub-Plan. Each Restricted Stock Unit represents an unfunded and unsecured obligation of the Company. 

(hh) “Rule 16b-3” means Rule 16b-3 of the Exchange Act or any successor to Rule 16b-3, as in effect when discretion is
being exercised with respect to the Sub-Plan. 
 (ii) “Section 16(b)” means Section 16(b) of the
Exchange Act. 
 (jj) “Service Provider” means an Employee, Director or Consultant. 

(kk) “Share” means a share of the Common Stock, as adjusted in accordance with Section 14 of the Sub-Plan.

 (ll) Intentionally left blank. 

(mm) “Subsidiary” means a “subsidiary corporation”, whether now or hereafter existing, as defined in
Section 424(f) of the Code. 
 3. Stock Subject to the Plan. 

(a) Stock Subject to the Plan. Subject to the provisions of Section 14 of the Plan and Section 14 of
this Sub-Plan, the maximum aggregate number of Shares that may be issued under the Plan (which includes those that may be issued under this Sub-Plan) is 2.5 million Shares, plus (i) any Shares that, as of the Registration Date, have been
reserved but not issued pursuant to any awards granted under the Company’s 1999 Stock Option Plan (the “Existing Plan”) and are not subject to any awards granted thereunder, and (ii) any Shares subject to stock options or
similar awards granted under the Existing Plan that expire or otherwise terminate without having been exercised in full and Shares issued pursuant to awards granted under the Existing Plan that are forfeited to or repurchased by the Company, with
the maximum number of Shares to be added to the Plan pursuant to clauses (i) and (ii) equal to 7,337,966 Shares. The Shares may be authorized, but unissued, or reacquired Common Stock. 

(b) Automatic Share Reserve Increase. The number of Shares available for issuance under the Plan will be increased on the first
day of each Fiscal Year beginning with the 2012 Fiscal Year (i.e. the fiscal year commencing July 1, 2011), in an amount equal to the least of (i) 2.0 million Shares, (ii) 4.0% of the outstanding Shares on the last day of the
immediately preceding Fiscal Year or (iii) such number of Shares determined by the Board. 
 (c) Lapsed Awards. If
an Award expires or becomes unexercisable without having been exercised in full, is surrendered pursuant to an Exchange Program, or, with respect to Restricted Stock, Restricted Stock Units, Performance Units or Performance Shares, is forfeited to
or repurchased by the Company due to failure to vest, the unpurchased Shares (or for Awards other than UK Unapproved Options the forfeited or repurchased Shares) which were subject thereto will become available for future grant or sale under the
Plan (unless the Plan has terminated) Shares that have actually been issued under the Sub-Plan under any Award will not be returned to the Plan and will not become available for future distribution under the Sub-Plan or the Plan; provided, however,
that if Shares issued pursuant to Awards of Restricted Stock, Restricted Stock Units, Performance Shares or Performance Units are repurchased by the Company or are forfeited to the Company, such Shares will become available for future grant under
the Plan. Shares used to pay the exercise price of an Award or to satisfy the tax withholding obligations related to an Award will become available for future grant or sale under the Plan. To the extent an Award under the Sub-Plan is paid out in
cash rather than Shares, such cash payment will not result in reducing the number of Shares available for issuance under the Plan. 
  

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 (d) Share Reserve. The Company, during the term of this Sub-Plan, will at all times
reserve and keep available such number of Shares as will be sufficient to satisfy the requirements of the Sub-Plan. 
 4.
Administration of the Sub-Plan. 
 (a) Procedure. 

(i) Multiple Administrative Bodies. Different Committees with respect to different groups of Service Providers may administer the
Sub-Plan. 
 (ii) Section 162(m). To the extent that the Administrator determines it to be desirable to qualify
Awards granted hereunder as “performance-based compensation” within the meaning of Section 162(m) of the Code, the Sub-Plan will be administered by a Committee of two (2) or more “outside directors” within the meaning
of Section 162(m) of the Code. 
 (iii) Rule 16b-3. To the extent desirable to qualify transactions hereunder as
exempt under Rule 16b-3, the transactions contemplated hereunder will be structured to satisfy the requirements for exemption under Rule 16b-3. 

(iv) Other Administration. Other than as provided above, the Sub-Plan will be administered by (A) the Board or (B) a
Committee, which committee will be constituted to satisfy Applicable Laws. 
 (b) Powers of the Administrator. Subject to
the provisions of the Sub-Plan, and in the case of a Committee, subject to the specific duties delegated by the Board to such Committee, the Administrator will have the authority, in its discretion: 

(i) to determine the Fair Market Value; 

(ii) to select the Service Providers (subject always to Section 5 of the Sub-Plan) to whom Awards may be granted hereunder;

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

(iv) to approve forms of Award Agreements for use under the Sub-Plan; 

(v) to determine the terms and conditions, not inconsistent with the terms of the Sub-Plan, of any Award granted hereunder. Such terms
and conditions include, but are not limited to, the exercise price, the time or times when Awards may be exercised (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and any restriction or
limitation regarding any Award or the Shares relating thereto, based in each case on such factors as the Administrator will determine; 
  

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

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

(viii) to prescribe, amend and rescind rules and regulations relating to the Sub-Plan, including rules and regulations relating to
sub-plans established for the purpose of satisfying applicable foreign laws; 
 (ix) to modify or amend each Award (subject to
Section 19 of the Sub-Plan), including but not limited to the discretionary authority to extend the post-termination exercisability period of Awards and to extend the maximum term of an Option; 

(x) to allow Participants to satisfy withholding tax obligations in such manner as prescribed in Section 15 of the Sub-Plan;

 (xi) to authorize any person to execute on behalf of the Company any instrument required to effect the grant of an Award
previously granted by the Administrator; 
 (xii) to allow a Participant to defer the receipt of the payment of cash or the
delivery of Shares that would otherwise be due to such Participant under an Award; and 
 (xiii) to make all other
determinations deemed necessary or advisable for administering the Sub-Plan. 
 (c) Effect of
Administrator’s Decision. The Administrator’s decisions, determinations and interpretations will be final and binding on all Participants and any other holders of Awards. 

5. Eligibility. Notwithstanding any other provision of this Sub-Plan or any Award Agreement, UK Unapproved Options, Restricted
Stock, Restricted Stock Units, Performance Shares and Performance Units may be granted only to Employees. 
 6. Stock
Options. 
 (a) Intentionally left blank. 

(b) Term of Option. The term of each UK Unapproved Option will be stated in the Award Agreement. 

 

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 (c) Option Exercise Price and Consideration. 

(i) Exercise Price. The per share exercise price for the Shares to be issued pursuant to exercise of a UK Unapproved Option will
be determined by the Administrator, subject to the following: 
 (1) Intentionally left blank. 

(2) The per Share exercise price will be no less than one hundred percent (100%) of the Fair Market Value per Share on the date of
grant. 
 (3) Notwithstanding the foregoing, Options may be granted with a per Share 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. 

(ii) Waiting Period and Exercise Dates. At the time a UK Unapproved Option is granted, the Administrator will fix the period
within which the UK Unapproved Option may be exercised and will determine any conditions that must be satisfied before the UK Unapproved Option may be exercised. 

(iii) Form of Consideration. The Administrator will determine the acceptable form of consideration for exercising a UK Unapproved
Option, including the method of payment. Such consideration may consist entirely of: (1) cash; (2) cheque; (3) promissory note, to the extent permitted by Applicable Laws, (4) other Shares, provided that such Shares have a Fair
Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which such UK Unapproved Option will be exercised and provided that accepting such Shares will not result in any adverse accounting consequences to the
Company, as the Administrator determines in its sole discretion; (5) consideration received by the Company under a broker-assisted (or other) cashless exercise program (whether through a broker or otherwise) implemented by the Company in
connection with the Sub-Plan; (6) by net exercise; (7) such other consideration and method of payment for the issuance of Shares to the extent permitted by Applicable Laws; or (8) any combination of the foregoing methods of payment.

 (d) Exercise of UK Unapproved Option. 

(i) Procedure for Exercise; Rights as a Stockholder. Any UK Unapproved Option granted hereunder will be exercisable according to
the terms of the Sub-Plan and at such times and under such conditions as determined by the Administrator and set forth in the Award Agreement. A UK Unapproved Option may not be exercised for a fraction of a Share. 

A UK Unapproved Option will be deemed exercised when the Company receives: (i) notice of exercise (in such form as the
Administrator may specify from time to time) from the person entitled to exercise the UK Unapproved Option, and (ii) full payment for the Shares with respect to which the UK Unapproved Option is exercised (together with applicable withholding
taxes). Full payment may consist of any consideration and method of payment authorized by the Administrator and permitted by the Award Agreement and the Sub-Plan. Shares issued upon exercise of a UK Unapproved Option will be issued in the name of
the Participant or, if requested by the Participant, in the name of the Participant and his or her spouse. Until the Shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the
Company), no right to vote or receive dividends or any other rights as a stockholder will exist with respect to the Shares subject to a UK Unapproved Option, notwithstanding the exercise of the UK Unapproved Option. The Company will issue (or cause
to be issued) such Shares promptly after the UK Unapproved Option is exercised. No adjustment will be made for a dividend or other right for which the record date is prior to the date the Shares are issued, except as provided in Section 14 of
the Sub-Plan. 
  

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 Exercising a UK Unapproved Option in any manner will decrease the number of Shares
thereafter available, both for purposes of the Sub-Plan and for sale under the UK Unapproved Option, by the number of Shares as to which the UK Unapproved Option is exercised. 

(ii) Termination of Relationship as a Service Provider. If a Participant ceases to be a Service Provider, other than upon the
Participant’s termination as the result of the Participant’s death or Disability, the Participant may exercise his or her UK Unapproved Option within such period of time as is specified in the Award Agreement to the extent that the UK
Unapproved Option is vested on the date of termination (but in no event later than the expiration of the term of such UK Unapproved Option as set forth in the Award Agreement). In the absence of a specified time in the Award Agreement, the UK
Unapproved Option will remain exercisable for three (3) months following the Participant’s termination. Unless otherwise provided by the Administrator, if on the date of termination the Participant is not vested as to his or her entire UK
Unapproved Option, the Shares covered by the unvested portion of the UK Unapproved Option will revert to the Plan. If after termination the Participant does not exercise his or her UK Unapproved Option within the time specified by the Administrator,
the UK Unapproved Option will terminate, and the Shares covered by such UK Unapproved Option will revert to the Plan. 
 (iii)
Disability of Participant. If a Participant ceases to be a Service Provider as a result of the Participant’s Disability, the Participant may exercise his or her UK Unapproved Option within such period of time as is specified in the Award
Agreement to the extent the UK Unapproved Option is vested on the date of termination (but in no event later than the expiration of the term of such UK Unapproved Option as set forth in the Award Agreement). In the absence of a specified time in the
Award Agreement, the UK Unapproved Option will remain exercisable for twelve (12) months following the Participant’s termination. Unless otherwise provided by the Administrator, if on the date of termination the Participant is not vested
as to his or her entire UK Unapproved Option, the Shares covered by the unvested portion of the UK Unapproved Option will revert to the Plan. If after termination the Participant does not exercise his or her UK Unapproved Option within the time
specified herein, the UK Unapproved Option will terminate, and the Shares covered by such UK Unapproved Option will revert to the Plan. 

(iv) Death of Participant. If a Participant dies while a Service Provider, the UK Unapproved Option may be exercised following
the Participant’s death within such period of time as is specified in the Award Agreement to the extent that the UK Unapproved Option is vested on the date of death (but in no event may the option be exercised later than the expiration of the
term of such UK Unapproved Option as set forth in the Award Agreement), by the Participant’s designated beneficiary, provided such beneficiary has been designated prior to Participant’s death in a form acceptable to the Administrator. If
no such beneficiary has been designated by the Participant, then such UK Unapproved Option may be exercised by the personal representative of the Participant’s estate or by the person(s) to whom the UK Unapproved Option is transferred pursuant
to the Participant’s will or in accordance with the laws of descent and distribution. In the absence of a specified time in the Award Agreement, the UK Unapproved Option will remain exercisable for twelve (12) months following
Participant’s death. Unless otherwise provided by the Administrator, if at the time of death Participant is not vested as to his or her entire UK Unapproved Option, the Shares covered by the unvested portion of the UK Unapproved Option will
immediately revert to the Plan. If the UK Unapproved Option is not so exercised within the time specified herein, the UK Unapproved Option will terminate, and the Shares covered by such UK Unapproved Option will revert to the Plan. 

 

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 7. Restricted Stock. 

(a) Grant of Restricted Stock. Subject to the terms and provisions of the Sub-Plan (including without limitation Section 5 of
the Sub-Plan), the Administrator, at any time and from time to time, may grant Shares of Restricted Stock to Service Providers in such amounts as the Administrator, in its sole discretion, will determine. 

(b) Restricted Stock Agreement. Each Award of Restricted Stock will be evidenced by an Award Agreement that will specify the
Period of Restriction, the number of Shares granted, and such other terms and conditions as the Administrator, in its sole discretion, will determine. Unless the Administrator determines otherwise, the Company as escrow agent will hold Shares of
Restricted Stock until the restrictions on such Shares have lapsed. 
 (c) Transferability. Except as provided in this
Section 7, Shares of Restricted Stock may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated until the end of the applicable Period of Restriction. 

(d) Other Restrictions. The Administrator, in its sole discretion, may impose such other restrictions on Shares of Restricted
Stock as it may deem advisable or appropriate. 
 (e) Removal of Restrictions. Except as otherwise provided in this
Section 7, Shares of Restricted Stock covered by each Restricted Stock grant made under the Sub-Plan will be released from escrow as soon as practicable after the last day of the Period of Restriction or at such other time as the Administrator
may determine. The Administrator, in its discretion, may accelerate the time at which any restrictions will lapse or be removed. 

(f) Voting Rights. During the Period of Restriction, Service Providers holding Shares of Restricted Stock granted hereunder may
exercise full voting rights with respect to those Shares, unless the Administrator determines otherwise. 
 (g) Dividends and
Other Distributions. During the Period of Restriction, Service Providers holding Shares of Restricted Stock will be entitled to receive all dividends and other distributions paid with respect to such Shares, unless the Administrator provides
otherwise. If any such dividends or distributions are paid in Shares, the Shares will be subject to the same restrictions on transferability and forfeitability as the Shares of Restricted Stock with respect to which they were paid. 

 

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 (h) Return of Restricted Stock to Company. On the date set forth in the Award
Agreement, the Restricted Stock for which restrictions have not lapsed will revert to the Company and again will become available for grant under the Plan. 

8. Restricted Stock Units. 

(a) Grant. Restricted Stock Units may be granted at any time and from time to time as determined by the Administrator, subject at
all times to Section 5 of the Sub-Plan. After the Administrator determines that it will grant Restricted Stock Units under the Sub-Plan, it will advise the Participant in an Award Agreement of the terms, conditions, and restrictions related to
the grant, including the number of Restricted Stock Units. 
 (b) Vesting Criteria and Other Terms. The Administrator
will set vesting criteria in its discretion, which, depending on the extent to which the criteria are met, will determine the number of Restricted Stock Units that will be paid out to the Participant. The Administrator may set vesting criteria based
upon the achievement of Company-wide, business unit, or individual goals (including, but not limited to, continued employment), or any other basis determined by the Administrator in its discretion. 

(c) Earning Restricted Stock Units. Upon meeting the applicable vesting criteria, the Participant will be entitled to receive a
payout as determined by the Administrator. Notwithstanding the foregoing, at any time after the grant of Restricted Stock Units, the Administrator, in its sole discretion, may reduce or waive any vesting criteria that must be met to receive a
payout. 
 (d) Form and Timing of Payment. Payment of earned Restricted Stock Units will be made as soon as practicable
after the date(s) determined by the Administrator and set forth in the Award Agreement. The Administrator, in its sole discretion, may only settle earned Restricted Stock Units in cash, Shares, or a combination of both. 

(e) Cancellation. On the date set forth in the Award Agreement, all unearned Restricted Stock Units will be forfeited to the
Company. 
 9. Intentionally left blank. 

10. Performance Units and Performance Shares. 

(a) Grant of Performance Units/Shares. Performance Units and Performance Shares may be granted to Service Providers at any time and
from time to time, as will be determined by the Administrator, in its sole discretion, subject at all times to Section 5 of the Sub-Plan. The Administrator will have complete discretion in determining the number of Performance Units and
Performance Shares granted to each Participant. 
 (b) Value of Performance Units/Shares. Each Performance Unit will have
an initial value that is established by the Administrator on or before the date of grant. Each Performance Share will have an initial value equal to the Fair Market Value of a Share on the date of grant. 

 

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 (c) Performance Objectives and Other Terms. The Administrator will set performance
objectives or other vesting provisions (including, without limitation, continued status as a Service Provider) in its discretion which, depending on the extent to which they are met, will determine the number or value of Performance Units/Shares
that will be paid out to the Service Providers. The time period during which the performance objectives or other vesting provisions must be met will be called the “Performance Period.” Each Award of Performance Units/Shares will be
evidenced by an Award Agreement that will specify the Performance Period, and such other terms and conditions as the Administrator, in its sole discretion, will determine. The Administrator may set performance objectives based upon the achievement
of Company-wide, divisional, or individual goals, applicable federal or state securities laws, or any other basis determined by the Administrator in its discretion. 

(d) Earning of Performance Units/Shares. After the applicable Performance Period has ended, the holder of Performance Units/Shares
will be entitled to receive a payout of the number of Performance Units/Shares earned by the Participant over the Performance Period, to be determined as a function of the extent to which the corresponding performance objectives or other vesting
provisions have been achieved. After the grant of a Performance Unit/Share, the Administrator, in its sole discretion, may reduce or waive any performance objectives or other vesting provisions for such Performance Unit/Share. 

(e) Form and Timing of Payment of Performance Units/Shares. Payment of earned Performance Units/Shares will be made as soon as
practicable after the expiration of the applicable Performance Period. The Administrator, in its sole discretion, may pay earned Performance Units/Shares in the form of cash, in Shares (which have an aggregate Fair Market Value equal to the value of
the earned Performance Units/Shares at the close of the applicable Performance Period) or in a combination thereof. 
 (f)
Cancellation of Performance Units/Shares. On the date set forth in the Award Agreement, all unearned or unvested Performance Units/Shares will be forfeited to the Company, and again will be available for grant under the Plan. 

11. Intentionally left blank. 

12. Leaves of Absence/Transfer Between Locations. Unless the Administrator provides otherwise, vesting of Awards granted hereunder
will be suspended during any unpaid leave of absence. A Participant will not cease to be an Employee in the case of (i) any leave of absence approved by the Company or (ii) transfers between locations of the Company or between the Company,
its Parent, or any Subsidiary. 
 13. Transferability of Awards. Unless determined otherwise by the Administrator, an
Award may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the Participant, only by the Participant. If
the Administrator makes an Award transferable, such Award will contain such additional terms and conditions as the Administrator deems appropriate. 
  

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 14. Adjustments; Dissolution or Liquidation; Merger or Change in Control. 

(a) Adjustments. In the event that any dividend or other distribution (whether in the form of cash, Shares, other securities, or
other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, or other change in the corporate
structure of the Company affecting the Shares occurs, the Administrator, in order to prevent diminution or enlargement of the benefits or potential benefits intended to be made available under the Sub-Plan, will adjust the number and class of Shares
that may be delivered under the Sub-Plan and/or the number, class, and price of Shares covered by each outstanding Award and the numerical Share limits in Section 3 of the Sub-Plan. 

(b) Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of the Company, the Administrator will
notify each Participant as soon as practicable prior to the effective date of such proposed transaction. To the extent it has not been previously exercised, an Award will terminate immediately prior to the consummation of such proposed action.

 (c) Change in Control. In the event of a merger or Change in Control, each outstanding Award will be treated as the
Administrator determines, including, without limitation, that each Award be assumed or an equivalent option or right substituted by the successor corporation or a Parent or Subsidiary of the successor corporation. The Administrator will not be
required to treat all Awards similarly in the transaction. 
 In the event that the successor corporation does not assume or
substitute for the Award, the Participant will fully vest in and have the right to exercise all of his or her outstanding UK Unapproved Options, including Shares as to which such Awards would not otherwise be vested or exercisable, all restrictions
on Restricted Stock and Restricted Stock Units will lapse, and, with respect to Awards with performance-based vesting, all performance goals or other vesting criteria will be deemed achieved at one hundred percent (100%) of target levels and
all other terms and conditions met. In addition, if a UK Unapproved Option is not assumed or substituted in the event of a Change in Control, the Administrator will notify the Participant in writing or electronically that the UK Unapproved Option
will be exercisable for a period of time determined by the Administrator in its sole discretion, and the UK Unapproved Option will terminate upon the expiration of such period. 

For the purposes of this subsection (c), an Award will be considered assumed if, following the Change in Control, the Award confers the
right to purchase or receive, for each Share subject to the Award immediately prior to the Change in Control, the consideration (whether stock, cash, or other securities or property) received in the Change in Control by holders of Common Stock for
each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration
received in the Change in Control is not solely common stock of the successor corporation or its Parent, the Administrator may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of a UK
Unapproved Option or upon the payout of a Restricted Stock Unit, Performance Unit or Performance Share, for each Share subject to such Award, to be solely common stock of the successor corporation or its Parent equal in fair market value to the per
share consideration received by holders of Common Stock in the Change in Control. 
  

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 Notwithstanding anything in this Section 14(c) to the contrary, an Award that vests, is
earned or paid-out upon the satisfaction of one or more performance goals will not be considered assumed if the Company or its successor modifies any of such performance goals without the Participant’s consent; provided, however, a modification
to such performance goals only to reflect the successor corporation’s post-Change in Control corporate structure will not be deemed to invalidate an otherwise valid Award assumption. 

(d) Intentionally left blank. 

15. Tax. 

(a) Withholding Requirements. Prior to the delivery of any Shares or cash pursuant to an Award (or exercise thereof), the Company
will have the power and the right to deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy federal, state, local, foreign or other taxes (including the Participant’s FICA obligation) required to
be withheld with respect to such Award (or exercise thereof). 
 (b) Withholding Arrangements. The Administrator, in its
sole discretion and pursuant to such procedures as it may specify from time to time, may permit a Participant to satisfy such tax withholding obligation, in whole or in part by (without limitation) (a) paying cash, (b) electing to have the
Company withhold otherwise deliverable cash or Shares having a Fair Market Value equal to the minimum statutory amount required to be withheld, or (c) delivering to the Company already-owned Shares having a Fair Market Value equal to the
minimum statutory amount required to be withheld. The Fair Market Value of the Shares to be withheld or delivered will be determined as of the date that the taxes are required to be withheld. 

(c) Compliance With Code Section 409A. Awards will be designed and operated in such a manner that they are either exempt from
the application of, or comply with, the requirements of Code Section 409A such that the grant, payment, settlement or deferral will not be subject to the additional tax or interest applicable under Code Section 409A, except as otherwise
determined in the sole discretion of the Administrator. The Sub-Plan and each Award Agreement under the Sub-Plan is intended to meet the requirements of Code Section 409A and will be construed and interpreted in accordance with such
intent, except as otherwise determined in the sole discretion of the Administrator. To the extent that an Award or payment, or the settlement or deferral thereof, is subject to Code Section 409A the Award will be granted, paid, settled or
deferred in a manner that will meet the requirements of Code Section 409A, such that the grant, payment, settlement or deferral will not be subject to the additional tax or interest applicable under Code Section 409A. 

16. No Effect on Employment or Service. Neither the Sub-Plan nor any Award will confer upon a Participant any right with respect
to continuing the Participant’s relationship as a Service Provider with the Company or any Subsidiary, nor will they interfere in any way with the Participant’s right or the Company’s or any Subsidiary’s right to terminate such
relationship at any time, with or without cause, to the extent permitted by Applicable Laws. 
  

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 17. Date of Grant. The date of grant of an Award will be, for all purposes, the date
on which the Administrator makes the determination granting such Award, or such other later date as is determined by the Administrator. Notice of the determination will be provided to each Participant within a reasonable time after the date of such
grant. 
 18. Term of Sub-Plan. Subject to Section 22 of the Sub-Plan, the Plan will become effective on the date of
its adoption by the Administrator of the Plan, and it will terminate automatically upon termination of the Plan, unless terminated earlier under Section 19 of the Sub-Plan. 

19. Amendment and Termination of the Sub-Plan. 

(a) Amendment and Termination. The Board may at any time amend, alter, suspend or terminate the Sub-Plan. 

(b) Stockholder Approval. The Company will obtain stockholder approval of any Sub-Plan amendment to the extent necessary and
desirable to comply with Applicable Laws. 
 (c) Effect of Amendment or Termination. No amendment, alteration, suspension
or termination of the Sub-Plan will impair the rights of any Participant, unless mutually agreed otherwise between the Participant and the Administrator, which agreement must be in writing and signed by the Participant and the Company. Termination
of the Sub-Plan will not affect the Administrator’s ability to exercise the powers granted to it hereunder with respect to Awards granted under the Sub-Plan prior to the date of such termination. 

20. Conditions Upon Issuance of Shares. 

(a) Legal Compliance. Shares will not be issued pursuant to the exercise of an Award unless the exercise of such Award and the
issuance and delivery of such Shares will comply with Applicable Laws and will be further subject to the approval of counsel for the Company with respect to such compliance. 

(b) Investment Representations. As a condition to the exercise of an Award, the Company may require the person exercising such
Award to represent and warrant at the time of any such exercise that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a
representation is required. 
 21. Inability to Obtain Authority. The inability of the Company to obtain authority from
any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, will relieve the Company of any liability in respect of the failure to issue or
sell such Shares as to which such requisite authority will not have been obtained. 
 22. Stockholder Approval. The
Sub-Plan will be subject to approval by the stockholders of the Company within twelve (12) months after the date the Sub-Plan is adopted by the Administrator of the Plan. Such stockholder approval will be obtained in the manner and to the
degree required under Applicable Laws. 
  

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