EX-4.2



 Exhibit 4.2 

COVERITY, INC. 
 AMENDED
AND RESTATED 2004 STOCK OPTION PLAN 
 Adopted on January 1, 2004 

Amended on August 15, 2005 

Amended and Restated on November 12, 2007 

Amended and Restated on September 11, 2008 

Amended and Restated on December 19, 2011 

Amended and Restated on September 29, 2012 

1. Purposes of the Plan. The purposes of this Amended and Restated 2004 Stock Option Plan are to attract and retain the best available
personnel for positions of substantial responsibility, to provide additional incentives to Employees, Non-Employee Directors of, and Consultants to Coverity, Inc., a Delaware corporation (the “Company”), and to promote the success of the
Company’s business. Options granted hereunder may be either Incentive Stock Options or Non-Statutory Stock Options at the discretion of the Committee. 

2. Definitions. As used herein, and in any Option granted hereunder, the following definitions shall apply: 

(a) “Board” shall mean the Board of Directors of the Company. 

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

(c) “Committee” shall mean the Committee appointed by the Board in accordance with paragraph (a) of Section 4 of
the Plan. If the Board does not appoint or ceases to maintain a Committee, the term “Committee” shall refer to the Board. 
 (d)
“Common Stock” shall mean the Common Stock of the Company. 
 (e) “Company” shall mean Coverity, Inc., a
Delaware corporation. 
 (f) “Consultant” shall mean any independent contractor retained to perform bona fide services of
any kind for the Company or any Subsidiary. 
 (g) “Continuous Employment” shall mean the absence of any interruption or
termination of service as an Employee or Non-Employee Director by the Company or any Subsidiary. Continuous Employment shall not be considered interrupted during any period of sick leave, military leave or any other leave of absence approved by the
Board or in the case of transfers between locations of the Company or between the Company and any Parent, Subsidiary or successor of the Company. 

(h) “Covered Employee” shall mean any individual whose compensation is subject to the limitations on tax deductibility
provided by Section 162(m) of the Code and any Treasury Regulations promulgated thereunder in effect at the close of the taxable year of the Company in which an Option has been granted to such individual. 

  
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Restated 2004 Stock Option Plan 








 (i) “Employee” shall mean any person, including officers (whether or not they
are directors), employed by the Company or any Subsidiary. 
 (j) “Exchange Act” shall mean the Securities Exchange Act of
1934, as amended. 
 (k) “Incentive Stock Option” shall mean any option granted under this Plan and any other option
granted to an Employee in accordance with the provisions of Section 422 of the Code, and the regulations promulgated thereunder. 
 (l)
“Non-Employee Director” shall mean any director of the Company or any Subsidiary who (i) is not employed by the Company or such Subsidiary; (ii) does not receive compensation, either directly or indirectly, from the
Company or a parent or Subsidiary for services rendered as a consultant or in any capacity other than as a director, except for an amount that does not exceed the dollar amount for which disclosure would be required pursuant to Item 404(a) of
Regulation S-K; (iii) does not possess an interest in any other transaction for which disclosure would be required pursuant to Item 404(a) of Regulation S-K; and (iv) is not engaged in a business relationship for which disclosure
would be required pursuant to Item 404 (b) of Regulation S-K. 
 (m) “Non-Statutory Stock Option” shall mean an
option granted under the Plan that is subject to the provisions of Section 1.83-7 of the Treasury Regulations promulgated under Section 83 of the Code. 

(n) “Option” shall mean a stock option granted pursuant to the Plan. 

(o) “Option Agreement” shall mean a written agreement between the Company and the Optionee regarding the grant and exercise
of Options to purchase Shares and the terms and conditions thereof as determined by the Committee pursuant to the Plan. 
 (p)
“Optioned Shares” shall mean the Common Stock subject to an Option. 
 (q) “Optionee” shall mean an
Employee, Non-Employee Director or Consultant who receives an Option. 
 (r) “Outside Director” shall mean a director of
the Company who qualifies as an outside director as such term is used in Section 162(m) of the Code and defined in any applicable Treasury Regulations promulgated thereunder. 

(s) “Parent” shall mean a “parent corporation,” whether now or hereafter existing, as defined by
Section 424(e) of the Code. 
 (t) “Plan” shall mean this Amended and Restated 2004 Stock Option Plan, as amended from
time to time. 
 (u) “Registration Date” shall mean the effective date of the first registration statement filed by the
Company pursuant to Section 12 of the Exchange Act with respect to any class of the Company’s equity securities. 

  
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Restated 2004 Stock Option Plan 


  
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 (v) “Section 162(m) Effective Date” shall mean the first date as of which the
limitations on the tax deductibility of certain compensation provided by Section 162(m) of the Code and any Treasury Regulations promulgated thereunder are applicable to Options granted under the Plan. 

(w) “Securities Act” shall mean the Securities Act of 1933, as amended. 

(x) “Share” shall mean a share of the Common Stock of the Company subject to an Option, as adjusted in accordance with
Section 11 of the Plan. 
 (y) “Subsidiary” shall mean a “subsidiary corporation,” whether now or hereafter
existing, as defined in Section 424(f) of the Code. 
 3. Stock Subject to the Plan. Subject to the provisions of
Section 11 of the Plan, the maximum aggregate number of Shares which may be optioned and sold under the Plan is Eighteen Million (18,000,000) Shares of Common Stock. The Shares may be authorized but unissued or reacquired shares of Common
Stock. If an Option expires or becomes unexercisable for any reason without having been exercised in full, the Shares which were subject to the Option but as to which the Option was not exercised shall become available for other Option grants under
the Plan, unless the Plan shall have been terminated. 
 The Company intends that as long as it is not subject to the reporting requirements
of Section 13 or 15(d) of the Exchange Act and is not an investment company registered or required to be registered under the Investment Company Act of 1940, all offers and sales of Options and Shares issuable upon exercise of any Option shall
be exempt from registration under the provisions of Section 5 of the Securities Act, and the Plan shall be administered in such a manner so as to preserve such exemption. The Company intends that the Plan shall constitute a written compensatory
benefit plan within the meaning of Rule 701(b) of 17 CFR Section 230.701 promulgated by the Securities and Exchange Commission pursuant to such Act or any successor rule. Unless otherwise specified Options granted under the Plan are intended to
be granted in reliance on Rule 701 whenever applicable. 
 4. Administration of the Plan. 

(a) Procedure. The Plan shall be administered by the Board. The Board may appoint a Committee consisting of not less than two
(2) members of the Board to administer the Plan, subject to such terms and conditions as the Board may prescribe. Once appointed, the Committee shall continue to serve until otherwise directed by the Board. From time to time, the Board may
increase the size of the Committee and appoint additional members thereof, remove members (with or without cause) and appoint new members in substitution therefor, fill vacancies, however caused, and remove all members of the Committee and,
thereafter, directly administer the Plan. 
 Members of the Board or Committee who are either eligible for Options or have been granted
Options may vote on any matters affecting the administration of the Plan or the grant of Options pursuant to the Plan, except that no such member shall act upon the granting of an Option to himself, but any such member may be counted in determining
the existence of a quorum at any meeting of the Board or the Committee during which action is taken with respect to the granting of an Option to him or her. 

  
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Restated 2004 Stock Option Plan 


  
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 The Committee shall meet at such times and places and upon such notice as the chairperson
determines. A majority of the Committee shall constitute a quorum. Any acts by the Committee may be taken at any meeting at which a quorum is present and shall be by majority vote of those members entitled to vote. Additionally, any acts reduced to
writing or approved in writing by all of the members of the Committee shall be valid acts of the Committee. 
 (b) Procedure After
Registration Date. Notwithstanding subsection (a) above, after the date of registration of the Company’s Common Stock on a national securities exchange or the Registration Date, the Plan shall be administered either by: (i) the
full Board; or (ii) a Committee of two (2) or more directors, each of whom is a Non-Employee Director. After such date, the Board shall take all action necessary to administer the Plan in accordance with the then effective provisions of
Rule 16b-3 promulgated under the Exchange Act, provided that any amendment to the Plan required for compliance with such provisions shall be made consistent with the provisions of Section 13 of the Plan, and said regulations. 

(c) Procedure After Section 162(m) Effective Date. Notwithstanding subsections (a) and (b) above, after the
Section 162(m) Effective Date the Plan and all Option grants shall be administered and approved by a Committee comprised solely of two or more Outside Directors. 

(d) Powers of the Committee. Subject to the provisions of the Plan, the Committee shall have the authority: (i) to determine, upon
review of relevant information, the fair market value of the Common Stock; (ii) to determine the exercise price of Options to be granted, the Employees, Non-Employee Directors or Consultants to whom and the time or times at which Options shall
be granted, and the number of Shares to be represented by each Option; (iii) to interpret the Plan; (iv) to prescribe, amend and rescind rules and regulations relating to the Plan; (v) to determine the terms and provisions of each
Option granted under the Plan (which need not be identical) and, with the consent of the holder thereof, to modify or amend any Option; (vi) to authorize any person to execute on behalf of the Company any instrument required to effectuate the
grant of an Option previously granted by the Committee; (vii) defer an exercise date of any Option (with the consent of the Optionee), subject to the provisions of Section 9(a) of the Plan; (viii) to determine whether Options granted
under the Plan will be Incentive Stock Options or Non-Statutory Stock Options; and (ix) to make all other determinations deemed necessary or advisable for the administration of the Plan. 

(e) Acceleration of Vesting. In addition to its other powers, the Board (or the Committee), in its discretion, has the right, but not
the obligation, to accelerate unvested Options in connection with (i) any tender offer for a majority of the outstanding shares of Common Stock by any person or entity; (ii) any proposed sale or conveyance of all or substantially all of
the property and assets of the Company; or (iii) any proposed consolidation or merger of the Company with or into any other corporation, unless the Company is the surviving corporation. In the case of such accelerated vesting, the Company shall
give written notice to the holder of any Option that such Option may be exercised even though the Option or portion thereof would not otherwise have been exercisable had the foregoing event not occurred. In such event, the Company shall permit the
holder of any Option to exercise during the time period specified in 

  
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Restated 2004 Stock Option Plan 


  
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the Company’s notice, which period shall not be less than ten days following the date of notice. Upon consummation of a tender offer or proposed sale, conveyance, consolidation or merger to
which such notice shall relate, all rights under said Option which shall not have been so exercised shall terminate unless the agreement governing the transaction shall provide otherwise. 

(f) Effect of Committee’s Decision. All decisions, determinations and interpretations of the Committee shall be final and binding
on all potential or actual Optionees, any other holder of an Option or other equity security of the Company and all other persons. 
 5.
Eligibility. 
 (a) Persons Eligible for Options. Options under the Plan may be granted only to Employees, Non-Employee
Directors or Consultants whom the Committee, in its sole discretion, may designate from time to time. Incentive Stock Options may be granted only to Employees. An Employee who has been granted an Option, if he or she is otherwise eligible, may be
granted an additional Option or Options. However, the aggregate fair market value (determined in accordance with the provisions of Section 8(a) of the Plan) of the Shares subject to one or more Incentive Stock Options grants that are
exercisable for the first time by an Optionee during any calendar year (under all stock option plans of the Company and its Parents and Subsidiaries) shall not exceed $100,000 (determined as of the grant date). Any options granted that exceed the
foregoing limitation shall be deemed to be Non-Statutory Stock Options. As of the Section 162(m) Effective Date, Options under the Plan shall be granted to Covered Employees upon satisfaction of the conditions to such grants provided pursuant
to Section 162(m) and any Treasury Regulations promulgated thereunder. 
 (b) No Right to Continuing Employment. Neither the
establishment nor the operation of the Plan shall confer upon any Optionee or any other person any right with respect to continuation of employment or other service with the Company or any Subsidiary, nor shall the Plan interfere in any way with the
right of the Optionee or the right of the Company (or any Parent or Subsidiary) to terminate such employment or service at any time. 
 6.
Term of Plan. The Plan shall become effective upon its adoption by the Board or its approval by vote of the holders of the outstanding shares of the Company entitled to vote on the adoption of the Plan (in accordance with the provisions of
Section 19 hereof), whichever is earlier. It shall continue in effect for a term of ten (10) years unless sooner terminated under Section 13 of the Plan. 

7. Term of Option. Unless the Committee determines otherwise, the term of each Option granted under the Plan shall be ten
(10) years from the date of grant. The term of the Option shall be set forth in the Option Agreement. No Incentive Stock Option shall be exercisable after the expiration of ten (10) years from the date such Option is granted, provided that
no Incentive Stock Option granted to any Employee who, at the date such Option is granted, owns (within the meaning of Section 425(d) of the Code) more than ten percent (10%) of the total combined voting power of all classes of stock of
the Company or any Parent or Subsidiary shall be exercisable after the expiration of five (5) years from the date such Option is granted. 

  
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Restated 2004 Stock Option Plan 


  
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 8. Exercise Price and Consideration. 

(a) Exercise Price. Except as provided in subsections (b) and (c) below, the exercise price for the Shares to be issued
pursuant to any Option shall be such price as is determined by the Committee, which shall in no event be less than: (i) in the case of Incentive Stock Options, the fair market value of such Shares on the date the Option is granted; or
(ii) in the case of Non-Statutory Stock Options, one-hundred percent (100%) of such fair market value; provided that, in the case of any Optionee owning stock possessing more than ten percent (10%) of the total combined
voting power of all classes of stock of the Company or any Parent or Subsidiary of the Company, the exercise price shall be one hundred ten percent (110%) of fair market value on the date the Option is granted. Fair market value of the Common
Stock shall be determined by the Committee, using such criteria as it deems relevant; provided, however, that if there is a public market for the Common Stock, the fair market value per Share shall be the average of the last reported bid and asked
prices of the Common Stock on the date of grant, as reported in The Wall Street Journal (or, if not so reported, as otherwise reported by the National Association of Securities Dealers Automated Quotation (NASDAQ) System) or, in the event the
Common Stock is listed on a national securities exchange (within the meaning of Section 6 of the Exchange Act) or on the NASDAQ National Market System (or any successor national market system), the fair market value per Share shall be the
closing price on such exchange on the date of grant of the Option, as reported in The Wall Street Journal. 
 (b) Ten Percent
Stockholders. No Incentive Stock Option shall be granted to any Employee who, at the date such Option is granted, owns (within the meaning of Section 424(d) of the Code) more than ten percent (10%) of the total combined voting power of
all classes of stock of the Company or any Parent or Subsidiary, unless the exercise price for the Shares to be issued pursuant to such Option is at least equal to one hundred ten percent (110%) of the fair market value of such Shares on the
grant date determined by the Committee in the manner set forth in subsection (a) above. 
 (c) Section 162(m) Limitations.
After the Section 162(m) Effective Date, the Option Price of any Option granted to a Covered Employee shall be at least equal to the fair market value of the Shares as of the date of grant as determined in the manner set forth in subsection
(a) above. 
 (d) Consideration. The consideration to be paid for the Optioned Shares shall be payment in cash or by check
unless payment in some other manner, including by promissory note, other shares of the Company’s Common Stock or such other consideration and method of payment for the issuance of Optioned Shares as may be permitted under the California General
Corporation Law is authorized by the Committee at the time of the grant of the Option. Any cash or other property received by the Company from the sale of Shares pursuant to the Plan shall constitute part of the general assets of the Company. 

9. Exercise of Option. 

(a) Vesting Period. Any Option granted hereunder shall be exercisable at such times and under such conditions as determined by the
Committee and as shall be permissible under the terms of the Plan, which shall be specified in the Option Agreement evidencing the Option. Options granted under the Plan shall vest at a rate of at least twenty percent (20%) per year. 

  
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Restated 2004 Stock Option Plan 


  
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 (b) Exercise Procedures. An Option shall be deemed to be exercised when written notice of
such exercise has been given to the Company in accordance with the terms of the option agreement evidencing the Option, and full payment for the Shares with respect to which the Option is exercised has been received by the Company. After the
Registration Date, in lieu of delivery of a cash payment for the purchase price of the Shares with respect to which the Option is exercised, the Optionee may deliver to the Company a sell order to a broker for the Shares being purchased and an
agreement to pay (or have the broker remit payment for) the purchase price for the Shares being purchased on or before the settlement date for the sale of such shares to the broker. 

Pursuant to the terms of the Option Agreement, the Committee may, but is not obligated to require that any Option may be exercised only upon
the execution of a Stock Restriction Agreement which gives the Company a right to repurchase the Option Shares at their then current fair market value, as determined by the Committee, or at their original exercise price, whichever is greater. The
Stock Restriction Agreement shall contain such other provisions as the Committee may approve in its sole discretion. 
 An Option may not be
exercised for fractional shares. As soon as practicable following the exercise of an Option in the manner set forth above, the Company shall issue or cause its transfer agent to issue stock certificates representing the Shares purchased. Until the
issuance of such stock certificates (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 shall exist
with respect to the Optioned Shares notwithstanding the exercise of the Option. No adjustment will be made for a dividend or other rights for which the record date is prior to the date of the transfer by the Optionee of the consideration for the
purchase of the Shares, except as provided in Section 11 of the Plan. After the Registration Date, the exercise of an Option by any person subject to short-swing trading liability under Section 16(b) of the Exchange Act shall be subject to
compliance with all applicable requirements of Rule 16b-3 promulgated under the Exchange Act. 
 (c) Death of Optionee. In the event
of the death during the Option period of an Optionee who is at the time of his death, or was within the ninety (90) day period immediately prior thereto, an Employee or Non-Employee Director, and who was in Continuous Employment as such from
the date of the grant of the Option until the date of termination or death, this Option may be exercised, at any time within one (1) year following the date of death, by the Optionee’s estate or by a person who acquired the right to
exercise the Option by bequest or inheritance, but only to the extent of the accrued right to exercise at the time of the termination or death, whichever comes first, subject to the condition that no Option shall be exercised after the expiration of
the Option period. 
 (d) Disability of Optionee. In the event of the permanent and total disability during the Option period of an
Optionee who is at the time of such disability, or was within the ninety (90) day period prior thereto, an Employee or Non-Employee Director, and who was in Continuous Employment as such from the date of the grant of the Option until the date
of disability or termination, the Option may be exercised at any time within one (1) year following the date of such permanent and total disability, but only to the extent of the accrued right to exercise at the time of the termination or
disability, whichever comes first, subject to the condition that no Option shall be exercised after the expiration of the Option period. 

  
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Restated 2004 Stock Option Plan 


  
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 (e) Termination of Status as Employee, Non-Employee Director or Consultant. If an Optionee
shall cease to be an Employee or Non-Employee Director for any reason other than permanent and total disability or death, or if an Optionee shall cease to be a Consultant for any reason, the Optionee may, but only within thirty (30) days (or
such other period of time as is determined by the Committee) after the date he or she ceases to be an Employee or Non-Employee Director, or Consultant, exercise his or her Option to the extent that he or she was entitled to exercise it at the date
of such termination, subject to the condition that no Option shall be exercisable after the expiration of the Option period. 
 (f)
Exercise of Option with Stock After Registration Date. After the Registration Date, the Committee may permit an Optionee to exercise an Option by delivering shares of the Company’s Common Stock. If the Optionee is so permitted, the
option agreement covering such Option may include provisions authorizing the Optionee to exercise the Option, in whole or in part, by: (i) delivering whole shares of the Company’s Common Stock previously owned by such Optionee (whether or
not acquired through the prior exercise of a stock option) having a fair market value equal to the aggregate exercise price for the Optioned Shares issuable on exercise of the Option; and/or (ii) directing the Company to withhold from the
Shares that would otherwise be issued upon exercise of the Option that number of whole Shares having a fair market value equal to the aggregate exercise price for the Optioned Shares issuable on exercise of the Option. Shares of the Company’s
Common Stock so delivered or withheld shall be valued at their fair market value at the close of the last business day immediately preceding the date of exercise of the Option, as determined by the Committee, in accordance with the provisions of
Section 8(a) of the Plan. Any balance of the exercise price shall be paid in cash. Any shares delivered or withheld in accordance with this provision shall not again become available for purposes of the Plan and for Options subsequently granted
thereunder. 
 (g) Tax Withholding. After the Registration Date, when an Optionee is required to pay to the Company an amount with
respect to tax withholding obligations in connection with the exercise of an Option granted under the Plan, the Optionee may elect prior to the date the amount of such withholding tax is determined (the “Tax Date”) to make such payment, or
such increased payment as the Optionee elects to make up to the maximum federal, state and local marginal tax rates, including any related FICA obligation, applicable to the Optionee and the particular transaction, by: (i) delivering cash;
(ii) delivering part or all of the payment in previously owned shares of Common Stock (whether or not acquired through the prior exercise of an Option); and/or (iii) irrevocably directing the Company to withhold from the Shares that would
otherwise be issued upon exercise of the Option that number of whole Shares having a fair market value equal to the amount of tax required or elected to be withheld (a “Withholding Election”). If an Optionee’s Tax Date is deferred
beyond the date of exercise and the Optionee makes a Withholding Election, the Optionee will initially receive the full amount of Optioned Shares otherwise issuable upon exercise of the Option, but will be unconditionally obligated to surrender to
the Company on the Tax Date the number of Shares necessary to satisfy his or her minimum withholding requirements, or such higher payment as he or she may have elected to make, with adjustments to be made in cash after the Tax Date. 

  
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Restated 2004 Stock Option Plan 


  
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 Any withholding of Optioned Shares with respect to taxes arising in connection with the exercise
of an Option by any person subject to short-swing trading liability under Section 16(b) of the Exchange Act shall satisfy the requirements of Section 16b-3(e). 

Any adverse consequences incurred by an Optionee with respect to the use of shares of Common Stock to pay any part of the exercise price or of
any tax in connection with the exercise of an Option, including without limitation any adverse tax consequences arising as a result of a disqualifying disposition within the meaning of Section 422 of the Code shall be the sole responsibility of
the Optionee. Shares withheld in accordance with this provision shall not again become available for purposes of the Plan and for Options subsequently granted thereunder. 

10. Non-Transferability of Options. An Option may not be sold, pledged, assigned, hypothecated, transferred or disposed of in any
manner other than by will or by the laws of descent and distribution or to a revocable trust and may be exercised, during the lifetime of the Optionee, only by the Optionee. 

11. Adjustments Upon Changes in Capitalization. Subject to any required action by the stockholders of the Company, the number of
Optioned Shares covered by each outstanding Option, and the per share exercise price of each such Option, shall be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from a stock split,
reverse stock split, recapitalization, combination, reclassification, the payment of a stock dividend on the Common Stock or any other increase or decrease in the number of such shares of Common Stock effected without receipt of consideration by the
Company; provided, however, that conversion of any convertible securities of the Company shall not be deemed to have been “effected without receipt of consideration.” Such adjustment shall be made by the Board, whose determination in that
respect shall be final, binding and conclusive. Except as expressly provided herein, no issue by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason
thereof shall be made with respect to, the number or price of shares of Common Stock subject to an Option. 
 The Committee may, if it so
determines in the exercise of its sole discretion, also make provision for adjusting the number or class of securities covered by any Option, as well as the price to be paid therefor, in the event that the Company effects one or more
reorganizations, recapitalizations, rights offerings, or other increases or reductions of shares of its outstanding Common Stock, and in the event of the Company being consolidated with or merged into any other corporation. 

Unless otherwise determined by the Board, upon the dissolution or liquidation of the Company the Options granted under the Plan shall
terminate and thereupon become null and void. The Optionee shall be given not less than ten (10) days’ notice of such event and the opportunity to exercise each outstanding Option before such event is effected. 

Upon any merger or consolidation, if the Company is not the surviving corporation, the Options granted under the Plan shall either be assumed
by the new entity or shall terminate in accordance with the provisions of the preceding paragraph. In the event that the surviving corporation refuses to assume or substitute for the Options granted under the Plan, each Optionee


  
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Restated 2004 Stock Option Plan 


  
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shall fully vest in and have the right to exercise the Option granted as to 100% of the Optioned Shares, including Options as to which such person would not otherwise have the right to vest or
exercise, upon the effective date of the event constituting a merger or consolidation. If an Option becomes fully vested and exercisable in lieu of assumption or substitution thereof in the event of occurrence of a merger or consolidation, the
Committee shall notify the Optionee in writing or electronically that the Option shall be fully exercisable for a period of fifteen (15) days from the date of such notice, and the Option shall terminate upon the expiration of such period. For
the purposes of this paragraph, the Option shall be considered assumed if, following a merger or consolidation, the replacement option or right confers the right to purchase or receive, for each share of Optioned Shares immediately prior to the
merger or consolidation, the consideration (whether stock, cash, or other securities or property) received in the merger or consolidation 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 the consideration received in the merger or consolidation is not solely common stock of the
surviving corporation or its Parent, the Committee may, with the consent of the surviving corporation, provide for the consideration to be received upon the exercise of the Option to be solely common stock of the surviving corporation or its Parent
equal in fair market value to the per share consideration received by holders of Common Stock in the merger or consolidation. A merger or consolidation shall not cause the acceleration of vesting of Options except to the extent provided under the
Plan and in an Option Agreement or other written contract between the Company and an Optionee. 
 12. Time of Granting Options.
Unless otherwise specified by the Committee, the date of grant of an Option under the Plan shall be the date on which the Committee makes the determination granting such Option. Notice of the determination shall be given to each Optionee to whom an
Option is so granted within a reasonable time after the date of such grant. 
 13. Amendment and Termination of the Plan. The Board
may amend or terminate the Plan from time to time in such respects as the Board may deem advisable, except that, without approval of the holders of a majority of the outstanding capital stock no such revision or amendment shall change the number of
Shares subject to the Plan, change the designation of the class of employees eligible to receive Options or add any material benefit to Optionees under the Plan. Any such amendment or termination of the Plan shall not affect Options already granted,
and such Options shall remain in full force and effect as if the Plan had not been amended or terminated. After the Section 162(m) Effective Date, the modification or addition of a material term of the Plan (as determined under
Section 162(m) and any applicable Treasury Regulations promulgated thereunder) shall be approved by the stockholders in the manner provided in Section 19 of the Plan. 

14. Conditions Upon Issuance of Shares. Shares shall not be issued with respect to an Option granted under the Plan unless the exercise
of such Option and the issuance and delivery of such Shares pursuant thereto shall comply with all relevant provisions of law, including, without limitation, the Securities Act, the Exchange Act, the rules and regulations promulgated thereunder, and
the requirements of any stock exchange upon which the Shares may then be listed, and shall be further subject to the approval of counsel for the Company with respect to such compliance. As a condition to the exercise of an Option, the Company may
require the person exercising such Option to represent and warrant at the time of any such exercise that the 

  
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Restated 2004 Stock Option Plan 


  
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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
by any of the aforementioned relevant provisions of law. 
 15. Reservation of Shares. During the term of this Plan the Company will
at all times reserve and keep available the number of Shares as shall be sufficient to satisfy the requirements of the Plan. Inability of the Company to obtain from any regulatory body having jurisdiction and authority deemed by the Company’s
counsel to be necessary to the lawful issuance and sale of any Shares hereunder shall relieve the Company of any liability in respect of the nonissuance or sale of such Shares as to which such requisite authority shall not have been obtained. 

16. Information to Optionee. During the term of any Option granted under the Plan, the Company shall provide or otherwise make
available to each Optionee a copy of such financial statements as it generally provides to its stockholders, at least annually. 
 17.
Option Agreement. Options granted under the Plan shall be evidenced by Option Agreements. 
 18. Indemnification of Board (or
Committee, if applicable). In addition to such other rights of indemnification as they may have as directors or as members of the Committee, the members of the Board (or the Committee, if applicable) shall be indemnified by the Company against
the reasonable expenses, including attorneys, fees, actually and necessarily incurred in connection with the defense of any action, suit or proceeding, or in connection with any appeal therein, to which they or any of them may be a party by reason
of any action taken or failure to act under or in connection with the Plan or any Option granted thereunder, and against all amounts paid by them in settlement thereof (provided such settlement is approved by independent legal counsel selected by
the Company) or paid by them in satisfaction of a judgment in any such action, suit or proceeding except in relation to matters as of which it shall be adjudged in such action, suit or proceeding that such Board (or Committee, if applicable) member
is liable for negligence or misconduct in the performance of his duties; provided that within sixty days after institution of any such action, suit or proceeding a Board (or Committee, if applicable) member shall in writing offer the Company the
opportunity, at its own expense, to handle and defend the same. 
 19. Stockholder Approval. The Plan shall be subject to approval by
the affirmative vote of the holders of a majority of the outstanding capital stock of the Company entitled to vote within twelve (12) months before or after the Plan is adopted. Any Option exercised before stockholder approval is obtained must
be rescinded if stockholder approval is not obtained within twelve (12) months before or after the Plan is adopted. Shares issued upon the exercise of such Options shall not be counted in determining whether such approval is obtained. Any
amendments to the Plan which require stockholder approval shall be by the affirmative vote of the holders of a majority of the outstanding capital stock of the Company entitled to vote. 

Adopted by the Board on January 1, 2004 

Amended on August 15, 2005 

Amended and Restated on November 12, 2007 

Amended and Restated on September 11, 2008 

Amended and Restated on December 19, 2011 

Amended and Restated on September 29, 2012 

  
 Coverity, Inc. – Amended and
Restated 2004 Stock Option Plan 


  
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