Exhibit 10.16

VITAMIN SHOPPE 2010

EMPLOYEE STOCK PURCHASE PLAN



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Table of Contents



|    |  |                            |  |                                                       |  |     
|--- |  | -------------------------- |  | ----------------------------------------------------- |  | ----
|    |  |                            |  |                                                       |  | Page
|1.  |  | Purpose                    |  | 1                                                    
|    |  |                           
|2.  |  | Definitions                |  | 1                                                    
|    |  |                           
|3.  |  | Eligibility                |  | 3                                                    
|    |  |                           
|4.  |  | Exercise Periods           |  | 3                                                    
|    |  | (a)                        |  | In General                                            |  | 3   
|    |  | (b)                        |  | Changes by Committee                                  |  | 3   
|    |  |                           
|5.  |  | Participation              |  | 3                                                    
|    |  |                           
|6.  |  | Plan Contributions         |  | 3                                                    
|    |  | (a)                        |  | Contribution by Payroll Deduction                     |  | 3   
|    |  | (b)                        |  | Payroll Deduction Election on Enrollment Agreement    |  | 3   
|    |  | (c)                        |  | Commencement of Payroll Deductions                    |  | 3   
|    |  | (d)                        |  | Automatic Continuation of Payroll Deductions          |  | 4   
|    |  | (e)                        |  | Change of Payroll Deduction Election                  |  | 4   
|    |  | (f)                        |  | Automatic Changes in Payroll Deduction                |  | 4   
|    |  |                           
|7.  |  | Grant of Option            |  | 4                                                    
|    |  | (a)                        |  | Shares of Common Stock Subject to Option              |  | 4   
|    |  | (b)                        |  | Exercise Price                                        |  | 5   
|    |  | (c)                        |  | Fair Market Value                                     |  | 5   
|    |  | (d)                        |  | Limitation on Option that may be Granted              |  | 5   
|    |  | (e)                        |  | No Rights as Shareholder                              |  | 5   
|    |  |                           
|8.  |  | Exercise of Options        |  | 6                                                    
|    |  | (a)                        |  | Automatic Exercise                                    |  | 6   
|    |  | (b)                        |  | Carryover of Excess Contributions                     |  | 6   
|    |  |                           
|9.  |  | Issuance of Shares         |  | 6                                                    
|    |  | (a)                        |  | Delivery of Shares                                    |  | 6   
|    |  | (b)                        |  | Registration of Shares                                |  | 6   
|    |  | (c)                        |  | Compliance with Applicable Laws                       |  | 6   
|    |  | (d)                        |  | Withholding                                           |  | 6   
|    |  |                           
|10. |  | Participant Accounts       |  | 7                                                    
|    |  | (a)                        |  | Bookkeeping Accounts Maintained                       |  | 7   
|    |  | (b)                        |  | Participant Account Statements                        |  | 7   
|    |  | (c)                        |  | Withdrawal of Account Balance Following Exercise Date |  | 7   
|    |  |                           
|11. |  | Designation of Beneficiary |  | 7                                                    
|    |  | (a)                        |  | Designation                                           |  | 7   



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|    |  |                                                    |  |                                                                    |  |   
|--- |  | -------------------------------------------------- |  | ------------------------------------------------------------------ |  | --
|    |  | (b)                                                |  | Change of Designation                                              |  | 7 
|    |  |                                                   
|12. |  | Transferability                                    |  | 8                                                                 
|    |  |                                                   
|13. |  | Withdrawal; Termination of Employment              |  | 8                                                                 
|    |  | (a)                                                |  | Withdrawal                                                         |  | 8 
|    |  | (b)                                                |  | Effect of Withdrawal on Subsequent Participation                   |  | 8 
|    |  | (c)                                                |  | Termination of Employment                                          |  | 8 
|    |  |                                                   
|14. |  | Common Stock Available under the Plan              |  | 9                                                                 
|    |  | (a)                                                |  | Number of Shares                                                   |  | 9 
|    |  | (b)                                                |  | Adjustments Upon Changes in Capitalization; Corporate Transactions |  | 9 
|    |  |                                                   
|15. |  | Administration                                     |  | 10                                                                
|    |  | (a)                                                |  | Committee                                                          |  | 10
|    |  | (b)                                                |  | Requirements of Exchange Act                                       |  | 10
|    |  |                                                   
|16. |  | Amendment, Suspension, and Termination of the Plan |  | 10                                                                
|    |  | (a)                                                |  | Amendment of the Plan                                              |  | 10
|    |  | (b)                                                |  | Suspension of the Plan                                             |  | 10
|    |  | (c)                                                |  | Termination of the Plan                                            |  | 11
|    |  |                                                   
|17. |  | Notices                                            |  | 11                                                                
|    |  |                                                   
|18. |  | Expenses of the Plan                               |  | 11                                                                
|    |  |                                                   
|19. |  | No Employment Rights                               |  | 11                                                                
|    |  |                                                   
|20. |  | Applicable Law                                     |  | 11                                                                
|    |  |                                                   
|21. |  | Additional Restrictions of Rule 16b-3              |  | 11                                                                
|    |  |                                                   
|22. |  | Effective Date                                     |  | 12                                                                



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VITAMIN SHOPPE

EMPLOYEE STOCK PURCHASE PLAN

1.
Purpose. The purpose of the Plan is to provide incentive for present and future employees of the Company and any Designated Subsidiary to acquire a proprietary interest (or increase an existing proprietary interest) in the Company through the
purchase of Common Stock. It is the Companys intention that the Plan qualify as an employee stock purchase plan under Section 423 of the Code. Accordingly, the provisions of the Plan shall be administered, interpreted and
construed in a manner consistent with the requirements of that section of the Code.

2. Definitions.

(a) Applicable Percentage means the percentage specified in Section 7(b), subject to adjustment by the Committee as
provided in Section 7(b).

(b) Board means the Board of Directors of the Company.

(c) Code means the Internal Revenue Code of 1986, as amended, and any successor thereto.

(d) Committee means the committee appointed by the Board to administer the Plan as described in Section 15 of the Plan or,
if no such Committee is appointed, the Board.

(e) Common Stock means the Companys common stock, par value
$0.01 per share, after giving effect to the Companys common stock split in connection with the Companys planned Initial Public Offering (the Common Stock Split). All Common Stock share numbers set forth in this Plan refer to
numbers of shares of Common Stock after giving effect to the Common Stock Split.

(f) Company means Vitamin
Shoppe, Inc., a Delaware corporation.

(g) Compensation means, with respect to each Participant for each pay
period, the full base salary and overtime paid to such Participant by the Company or a Designated Subsidiary. Except as otherwise determined by the Committee, Compensation does not include: (i) bonuses or commissions, (ii) any
amounts contributed by the Company or a Designated Subsidiary to any pension plan, (iii) any automobile or relocation allowances (or reimbursement for any such expenses), (iv) any amounts paid as a starting bonus or finders fee,
(v) any amounts realized from the exercise of any stock options or incentive awards, (vi) any amounts paid by the Company or a Designated Subsidiary for other fringe benefits, such as health and welfare, hospitalization and group life
insurance benefits, or perquisites, or paid in lieu of such benefits, or (vii) other similar forms of extraordinary compensation.

(h) Continuous Status as an Employee means the absence of any interruption or termination of service as an Employee. Continuous Status as an Employee shall not be considered interrupted in the case of a leave of absence agreed
to in writing by the Company or the Designated Subsidiary that employs the Employee, provided that such leave is for a period of not more than 90 days or reemployment upon the expiration of such leave is guaranteed by contract or statute.



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(i) Designated Subsidiaries means the Subsidiaries that have been designated by
the Board from time to time in its sole discretion as eligible to participate in the Plan.

(j) Employee means any
person, including an Officer, whose customary employment is with the Company or one of its Designated Subsidiaries.

(k)
Entry Date means the first Trading Day of each Exercise Period.

(l) Exchange Act means the Securities
Exchange Act of 1934, as amended.

(m) Exercise Date means the last Trading Day of each Exercise Period.

(n) Exercise Period means, subject to adjustment as provided in Section 4(b), the approximately three
(3) calendar month period beginning on the first Trading Day on or after the first day of each calendar quarter and ending the last Trading Day on or before the last day of that same calendar quarter of such year, or beginning on the first
Trading Day on or after the respective: April 1; July 1; October 1; and January 1; and ending the last Trading Day on or before the respective June 30; September 30; December 31; and
March 31 of each calendar quarter of such year.

(o) Exercise Price means the price per share of Common Stock
offered in a given Exercise Period determined as provided in Section 7(b).

(p) Fair Market Value means, with
respect to a share of Common Stock, the Fair Market Value as determined under Section 7(c).

(q) Officer
means a person who is an officer of the Company within the meaning of Section 16 under the Exchange Act and the rules and regulations promulgated thereunder.

(r) Participant means an Employee who has elected to participate in the Plan by filing an enrollment agreement with the Company as provided in Section 5 hereof.

(s) Plan means the Vitamin Shoppe 2010 Employee Stock Purchase Plan, as in effect from time to time.

(t) Plan Contributions means, with respect to each Participant, the lump sum cash transfers, if any, made by the Participant to
the Plan pursuant to Section 6(a) hereof, plus the after-tax payroll deductions, if any, withheld from the Compensation of the Participant and contributed to the Plan for the Participant as provided in Section 6 hereof, and any other
amounts contributed to the Plan for the Participant in accordance with the terms of the Plan.

(u) Subsidiary
means any corporation, domestic or foreign, of which the Company owns, directly or indirectly, 50% or more of the total combined voting power of all classes of stock, and that otherwise qualifies as a subsidiary corporation within the
meaning of Section 424(f) of the Code.



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(v) Trading Day means a day on which the New York Stock Exchange is open for
trading.

3. Eligibility. Any individual who has completed at least three (3) months of employment with the
Company or any Subsidiary and who is an Employee as of the Entry Date of a given Exercise Period shall be eligible to become a Participant as of the Entry Date of such Exercise Period.

4. Exercise Periods.

(a) In General. The Plan shall generally be implemented by a series of Exercise Periods, each of which last approximately three (3) months.

(b) Changes by Committee. The Committee shall have the power to make changes to the duration and/or the frequency of Exercise Periods
with respect to future offerings if such change is announced at least five (5) days prior to the scheduled beginning of the first Exercise Period to be affected.

5. Participation. Employees meeting the eligibility requirements of Section 3 hereof may elect to participate in the Plan commencing on any Entry Date by completing an enrollment agreement on
the form provided by the Company and filing the enrollment agreement with the Company on or prior to such Entry Date, unless a later time for filing the enrollment agreement is set by the Committee for all eligible Employees with respect to a given
offering.

6. Plan Contributions.

(a) Contribution by Payroll Deduction. Except as otherwise authorized by the Committee, all contributions to the Plan shall be made only by payroll deductions. The Committee may, but need not,
permit Participants to make after-tax contributions to the Plan at such times and subject to such terms and conditions as the Committee may in its discretion determine. All such additional contributions shall be made in a manner consistent with the
provisions of Section 423 of the Code or any successor thereto, and shall be treated in the same manner as payroll deductions contributed to the Plan as provided herein.

(b) Payroll Deduction Election on Enrollment Agreement. At the time a Participant files the enrollment agreement with respect to an
Exercise Period, the Participant may authorize payroll deductions to be made on each payroll date during the portion of the Exercise Period that he or she is a Participant in an amount not less than one half of one percent (0.5%) and not more than
ten percent (10%) of the Participants Compensation on each payroll date during the portion of the Exercise Period that he or she is a Participant.

(c) Commencement of Payroll Deductions. Except as otherwise determined by the Committee under rules applicable to all Participants, payroll deductions shall commence with the earliest
administratively practicable payroll period that begins on or after the Entry Date with respect to which the Participant files an enrollment agreement in accordance with Section 5.



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(d) Automatic Continuation of Payroll Deductions. Unless a Participant elects
otherwise prior to the Exercise Date of an Exercise Period, including the Exercise Date prior to termination in the case of an Exercise Period terminated under Section 4(b) hereof, such Participant shall be deemed (i) to have elected to
participate in the immediately succeeding Exercise Period (and, for purposes of such Exercise Period the Participants Entry Date shall be deemed to be the first day of such Exercise Period) and (ii) to have authorized the same
payroll deduction for the immediately succeeding Exercise Period as was in effect for the Participant immediately prior to the commencement of the succeeding Exercise Period.

(e) Change of Payroll Deduction Election. A Participant may decrease or increase the rate or amount of his or her payroll deductions
during an Exercise Period (within the limitations of Section 6(b) above) by completing and filing with the Company a new enrollment agreement authorizing a change in the rate or amount of payroll deductions; provided, that a Participant may not
change the rate or amount of his or her payroll deductions more than once in any Exercise Period. Except as otherwise determined by the Committee under rules applicable to all Participants, the change in rate or amount shall be effective as of the
earliest administratively practicable payroll period that begins on or after the date the Committee receives the new enrollment agreement. Additionally, a Participant may discontinue his or her participation in the Plan as provided in
Section 13(a).

(f) Automatic Changes in Payroll Deduction. Notwithstanding the foregoing, to the extent necessary
to comply with Section 423(b) (8) of the Code, Section 7(d) hereof, or any other applicable law, a Participants payroll deductions for any calendar year may be decreased, including to 0%, at such time during such calendar year
that the aggregate of all payroll deductions accumulated during such calendar year are equal to the product of $25,000 multiplied by the Applicable Percentage for the calendar year. Payroll deductions shall recommence at the rate provided in the
Participants enrollment agreement at the beginning of the first Exercise Period beginning in the following calendar year, unless the Participant terminates participation as provided in Section 13(a). No Participant may be permitted to
purchase stock under all employee stock purchase plans of the Company and its subsidiaries at a rate that exceeds $25,000 in fair market value of the stock (determined at the time the option to purchase stock is granted) for each calendar year in
which any such option granted to the Participant is outstanding at any time.

(g) Leaves of Absence. During a leave of
absence meeting the requirements of Treasury Regulation Section 1.421-1(h) (2), a Participant may continue to participate in the Plan by making cash payments to the Company on each payday equal to the amount of the Participants payroll
deductions under the Plan for the payday immediately preceding the first day of such Participants leave of absence.

7.
Grant of Option.

(a) Shares of Common Stock Subject to Option. On a Participants Entry Date, subject to
the limitations set forth in Section 7(d) and this Section 7(a), the Participant shall be granted an option to purchase on the subsequent Exercise Date (at the Exercise Price determined as provided in Section 7(b) below) up to a
number of shares of Common Stock determined by dividing such Participants Plan Contributions accumulated prior to such Exercise



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Date and retained in the Participants account as of such Exercise Date by the Exercise Price; provided that subject to the $25,000 limitation on purchases in any calendar year, the maximum
number of shares that a Participant may purchase during any Exercise Period shall be 5,000.

(b) Exercise Price. The
Exercise Price per share of Common Stock offered to each Participant in a given Exercise Period shall be the Applicable Percentage of the lesser of the Fair Market Value of a share of Common Stock on the Exercise Date or the Fair Market Value of a
share of Common Stock on the Entry Date, provided that in no event shall the Exercise Price be less than the price allowed pursuant to Code Section 423. The Applicable Percentage with respect to each Exercise Period shall be 85%, unless and
until such Applicable Percentage is increased by the Committee, in its sole discretion, provided that any such increase in the Applicable Percentage with respect to a given Exercise Period must be established not less than fifteen (15) days
prior to the Entry Date thereof.

(c) Fair Market Value. The Fair Market Value of the Common Stock is (a) while
the Common Stock is readily traded on an established national or regional securities exchange, the closing transaction price of such Common Stock as reported by the principal exchange on which such Common Stock is traded on the date as of which such
value is being determined or, if there were no reported transaction for such date, the opening transaction price as reported by exchange for the first trading date following the date by which such value is being determined on the next preceding date
for which a transaction was reported, (b) if the Common Stock is not readily traded on an established national or regional securities exchange, the average of the bid and ask prices for such Common Stock on the date as of which such value is
being determined, where quoted for such Common Stock, or (c) if Fair Market Value cannot be determined under clause (a) or clause (b) above, or if the Committee determines in its sole discretion that the Common Stock is too thinly
traded for Fair Market Value to be determined pursuant to clause (a) or clause (b), the value as determined by the Committee, in its sole discretion, on a good faith basis.

(d) Limitation on Option that may be Granted. Notwithstanding any provision of the Plan to the contrary, no Participant shall be
granted an option under the Plan (i) to the extent that if, immediately after the grant, such Employee (including any stock which is attributed to such Employee pursuant to Section 424(d) of the Code) would own stock and/or hold
outstanding options to purchase stock possessing, in the aggregate, 5% or more of the total combined voting power or value of all classes of stock of the Company or of any Subsidiary of the Company as computed under Section 423(b)(3) of the
Code and the Treasury Regulations thereunder, or (ii) to the extent that his or her rights to purchase stock under all employee stock purchase plans of the Company and its Subsidiaries intended to qualify under Section 423 of the Code
accrue at a rate which exceeds $25,000 of Fair Market Value of stock (determined at the time such option is granted) for each calendar year in which such option is outstanding at any time, as determined in accordance with section 423(b)(8) of the
Code and the Treasury Regulations thereunder.

(e) No Rights as Shareholder. A Participant will have no interest or
voting right in shares covered by his option until such option has been exercised.



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8. Exercise of Options.

(a) Automatic Exercise. A Participants option for the purchase of shares will be exercised automatically on each Exercise Date,
and the maximum number of full shares subject to the option shall be purchased for the Participant at the applicable Exercise Price with the accumulated Plan Contributions then credited to the Participants account under the Plan. During a
Participants lifetime, a Participants option to purchase shares hereunder is exercisable only by the Participant.

(b) Excess Contributions. Any amount remaining to the credit of a Participants account after the purchase of shares by the Participant on an Exercise Date, which is insufficient to purchase a full share of Common Stock, shall
remain in the Participants account, and be carried over to the next Exercise Period, unless the Participant withdraws from participation in the Plan or elects to withdraw his or her account balance in accordance with Section 10(c).

9. Issuance of Shares.

(a) Delivery of Shares. The Company will hold in book-entry the shares of Common Stock purchased by each Participant under the Plan. Upon receipt of written request from or on behalf of a
Participant, the Company shall, as promptly as practicable, arrange for the delivery to such Participant (or the Participants beneficiary), as appropriate, or to a custodial account for the benefit of such Participant (or the
Participants beneficiary) as appropriate, of a certificate representing the shares purchased under the Plan, and the Company shall assume, for tax purposes, such Participants disposition of the underlying shares (unless such Participant
clearly advises the Company otherwise in writing). In the event that a Participant provides a written statement of his intention not to sell or otherwise dispose of such shares as set forth in the foregoing sentence, such Participant shall be
required to report to the Company any subsequent disposition of such shares prior to the expiration of the holding periods specified by Section 422 (a) (1) of the Code. If and to the extent that such disposition imposes upon the
Company federal, state, local or other withholding tax requirements, or any such withholding is required to secure for the Company an otherwise available tax deduction, the Participant must remit to the Company an amount sufficient to satisfy those
requirements.

(b) Registration of Shares. Shares to be delivered to a Participant under the Plan will be registered in
the name of the Participant or in the name of the Participant and his or her spouse, as requested by the Participant.

(c)
Compliance with Applicable Laws. The Plan, the grant and exercise of options to purchase shares under the Plan, and the Companys obligation to sell and deliver shares upon the exercise of options to purchase shares shall be subject to
compliance with all applicable federal, state and foreign laws, rules and regulations and the requirements of any stock exchange on which the shares may then be listed.

(d) Withholding. The Company may make such provisions as it deems appropriate for withholding by the Company pursuant to federal or state tax laws of such



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amounts as the Company determines it is required to withhold in connection with the purchase or sale by a Participant of any Common Stock acquired pursuant to the Plan. The Company may require a
Participant to satisfy any relevant tax requirements before authorizing any issuance of Common Stock to such Participant.

10.
Participant Accounts.

(a) Bookkeeping Accounts Maintained. Individual bookkeeping accounts will be maintained
for each Participant in the Plan to account for the balance of his Plan Contributions, options issued, and shares purchased under the Plan. However, all Plan Contributions made for a Participant shall be deposited in the Companys general
corporate accounts, and no interest shall accrue or be credited with respect to a Participants Plan Contributions. All Plan Contributions received or held by the Company may be used by the Company for any corporate purpose, and the Company
shall not be obligated to segregate or otherwise set apart such Plan Contributions from any other corporate funds.

(b)
Participant Account Statements. Statements of account will be given to Participants quarterly, which statements will set forth the amounts of payroll deductions, the per share purchase price and the number of shares purchased.

(c) Withdrawal of Account Balance Following Exercise Date. A Participant may elect at any time within the first thirty (30) days
following any Exercise Period, or at such other time as the Committee may from time to time prescribe, to receive in cash any amounts carried-over in accordance with Section 8(b). An election under this Section 10(c) shall not be treated
as a withdrawal from participation in the Plan under Section 13(a).

11. Designation of Beneficiary.

(a) Designation. A Participant may file a written designation of a beneficiary who is to receive any shares and cash, if any, from
the Participants account under the Plan in the event of the Participants death subsequent to an Exercise Date on which the Participants option hereunder is exercised but prior to delivery to the Participant of such shares and cash.
In addition, a Participant may file a written designation of a beneficiary who is to receive any cash from the Participants account under the Plan in the event of the Participants death prior to the exercise of the option.

(b) Change of Designation. A Participants beneficiary designation may be changed by the Participant at any time by written
notice. In the event of the death of a Participant and in the absence of a beneficiary validly designated under the Plan who is living at the time of such Participants death, the Company shall deliver such shares and/or cash to the executor or
administrator of the estate of the Participant, or if no such executor or administrator has been appointed (to the knowledge of the Company), the Company, in its discretion, may deliver such shares and/or cash to the spouse or to any one or more
dependents or relatives of the Participant, or if no spouse, dependent or relative is known to the Company, then to such other person as the Company may designate.



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12. Transferability. Neither Plan Contributions credited to a Participants
account nor any rights to exercise any option or receive shares of Common Stock under the Plan may be assigned, transferred, pledged or otherwise disposed of in any way (other than by will or the laws of descent and distribution, or as provided in
Section 11). Any attempted assignment, transfer, pledge or other distribution shall be without effect, except that the Company may treat such act as an election to withdraw in accordance with Section 13(a).

13. Withdrawal; Termination of Employment.

(a) Withdrawal. A Participant may withdraw from the Plan at any time except that no Participant may withdraw during the last seven (7) days of an Exercise Period. A Participant who wishes to
withdraw from the Plan must deliver written notice to the Company at least seven (7) days prior to the Exercise Date. Payroll deductions, if any have been authorized, shall cease as soon as administratively practicable after receipt of the
Participants notice of withdrawal, and, subject to administrative practicability, no further purchases shall be made for the Participants account. All Plan Contributions credited to the Participants account, if any, and not yet
invested in Common Stock, will be paid to the Participant as soon as administratively practicable after receipt of the Participants notice of withdrawal. The Participants unexercised options to purchase shares pursuant to the Plan
automatically will be terminated. Payroll deductions will not resume on behalf of a Participant who has withdrawn from the Plan (a Former Participant) unless the Former Participant enrolls in a subsequent Exercise Period in accordance
with Section 5 and subject to the restriction provided in Section 13(b), below.

(b) Effect of Withdrawal on
Subsequent Participation. A Former Participant who has withdrawn from the Plan pursuant to this Section 13(b) shall not again be eligible to participate in the Plan prior to the beginning of the Exercise Period that commences at least 12
months from the date the Former Participant withdrew, and the Former Participant must submit a new enrollment agreement in order to again become a Participant as of that date.

(c) Disability Situations or Termination of Employment. Upon termination of a Participants Continuous Status as an Employee
prior to any Exercise Date for any reason, including death, the Plan Contributions credited to the Participants account and not yet invested in Common Stock will be returned to the Participant; in the case of death the Plan Contributions
credited to the Participants account will be returned without interest to the executor of such Participants will or the administrator of such Participants estate. If we do not receive such notice of the Participants death
prior to the Exercise Date, the Participants right to purchase shares under the Purchase Plan will be deemed to have been exercised on the Exercise Date. Any amount remaining to the credit of a Participants account after the purchase of
shares by the Participant on such Exercise Date which is insufficient to purchase a full share of Common Stock will be returned to Participant. In the case of disability, any Plan Contributions credited to the Participants account and not yet
invested in Common Stock will be used to acquire Common Stock on the Exercise Date following the Participants disability pursuant to Section 8. A Participant on disability may continue to participate in the Plan by making cash payments to
the Company on each payday equal to the amount of the Participants payroll deductions under the Plan for the payday immediately preceding the first day of such Participants disability.



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14. Common Stock Available under the Plan; Approval by Stockholders.

(a) Number of Shares. Subject to adjustment as provided in Section 14(b) below, the maximum number of shares of the
Companys Common Stock that shall be made available for sale under the Plan shall be 200,000 shares. Shares of Common Stock subject to the Plan may be newly issued shares or shares reacquired in private transactions or open market purchases. If
and to the extent that any right to purchase reserved shares shall not be exercised by any Participant for any reason or if such right to purchase shall terminate as provided herein, shares that have not been so purchased hereunder shall again
become available for the purpose of the Plan unless the Plan shall have been terminated, but all shares sold under the Plan, regardless of source, shall be counted against the limitation set forth above.

(b) Adjustments Upon Changes in Capitalization; Corporate Transactions.

(i) If the outstanding shares of Common Stock are increased or decreased, or are changed into or are exchanged for a different number or
kind of shares, as a result of one or more reorganizations, restructurings, recapitalizations, reclassifications, stock splits, reverse stock splits, stock dividends or the like, upon authorization of the Committee, appropriate adjustments shall be
made in the number and/or kind of shares, and the per-share option price thereof, which may be issued in the aggregate and to any Participant upon exercise of options granted under the Plan.

(ii) In the event of the proposed dissolution or liquidation of the Company, the Exercise Period will terminate immediately prior to the
consummation of such proposed action, unless otherwise provided by the Committee.

(iii) In the event of a proposed sale of
all or substantially all of the Companys assets, or the merger of the Company with or into another corporation (each, a Sale Transaction), each option under the Plan shall be assumed or an equivalent option shall be substituted by
such successor corporation or a parent or subsidiary of such successor corporation, unless the Committee determines, in the exercise of its sole discretion and in lieu of such assumption or substitution, to shorten the Exercise Period then in
progress by setting a new Exercise Date (the New Exercise Date). If the Committee shortens the Exercise Period then in progress in lieu of assumption or substitution in the event of a Sale Transaction, the Committee shall notify each
Participant in writing, at least ten (10) days prior to the New Exercise Date, that the exercise date for such Participants option has been changed to the New Exercise Date and that such Participants option will be exercised
automatically on the New Exercise Date, unless prior to such date the Participant has withdrawn from the Plan as provided in Section 13(a). For purposes of this Section 14(b), an option granted under the Plan shall be deemed to have been
assumed if, following the Sale Transaction, the option confers the right to purchase, for each share of option stock subject to the option immediately prior to the Sale Transaction, the consideration (whether stock, cash or other securities or
property) received in the Sale Transaction by holders of Common Stock for each share of Common Stock held on the effective date of the Sale Transaction (and if such holders were offered a choice of consideration, the type of consideration chosen by
the holders of a majority of the outstanding shares of Common Stock); provided, that if the consideration received in the Sale Transaction was not solely common stock of the successor corporation or its parent (as defined in Section 424(e) of
the Code), the Committee may, with the consent of the successor corporation and the Participant, provide for the consideration to be received upon exercise of the option to be solely common stock of the successor corporation or its parent equal in
fair market value to the per share consideration received by the holders of Common Stock in the Sale Transaction.



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(iv) In all cases, the Committee shall have sole discretion to exercise any of the powers
and authority provided under this Section 14, and the Committees actions hereunder shall be final and binding on all Participants. No fractional shares of stock shall be issued under the Plan pursuant to any adjustment authorized under
the provisions of this Section 14.

(c) Approval by Stockholders. No options granted under the Plan shall be
exercised, and no shares of Common Stock shall be issued hereunder, until the Plan shall have been approved by the Stockholders of the Company (such stockholder approval shall be prior to June 29, 2010). In the event this Plan shall not have
been approved by the stockholders of the Company prior to June 29, 2010, all options to purchase shares under this Plan shall be cancelled and become null and void.

15. Administration.

(a) Committee. The Plan shall be administered
by the Committee. The Committee shall have the authority to interpret the Plan, to prescribe, amend and rescind rules and regulations relating to the Plan, and to make all other determinations necessary or advisable for the administration of the
Plan. The administration, interpretation, or application of the Plan by the Committee shall be final, conclusive and binding upon all persons.

(b) Requirements of Exchange Act. Notwithstanding the provisions of Section 15(a) above, in the event that Rule 16b-3 promulgated under the Exchange Act or any successor provision thereto
(Rule 16b-3) provides specific requirements for the administrators of plans of this type, the Plan shall only be administered by such body and in such a manner as shall comply with the applicable requirements of Rule 16b-3.

16. Amendment, Suspension, and Termination of the Plan.

(a) Amendment of the Plan. The Board or the Committee may at any time, or from time to time, amend the Plan in any respect; provided,
that (i) except as otherwise provided in Section 4(b) hereof, no such amendment may make any change in any option theretofore granted which adversely affects the rights of any Participant and (ii) the Plan may not be amended in any
way that will cause rights issued under the Plan to fail to meet the requirements for employee stock purchase plans as defined in Section 423 of the Code or any successor thereto. To the extent necessary to comply with Rule 16b-3 under the
Exchange Act, Section 423 of the Code, or any other applicable law or regulation, the Company shall obtain shareholder approval of any such amendment.

(b) Suspension of the Plan. The Board or the Committee may, as of the close of any Exercise Date, suspend the Plan; provided, that the Board or Committee provides notice to the Participants at
least five (5) business days prior to the suspension. The Board or Committee may resume the normal operation of the Plan as of any Exercise Date; provided further, that the Board or Committee provides notice to the Participants at least twenty
(20) business days prior to the date of termination of the suspension period. A Participant shall remain



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a Participant in the Plan during any suspension period (unless he or she withdraws pursuant to Section 13(a)), however no options shall be granted or exercised, and no payroll deductions
shall be made in respect of any Participant during the suspension period. Participants shall have the right to withdraw carryover funds provided in Section 10(c) throughout any suspension period. The Plan shall resume its normal operation upon
termination of a suspension period.

(c) Termination of the Plan. The Plan and all rights of Employees hereunder shall
terminate on the earliest of:

(i) the Exercise Date that Participants become entitled to purchase a number of shares greater
than the number of reserved shares remaining available for purchase under the Plan;

(ii) such date as is determined by the
Board in its discretion; or

(iii) the last Exercise Date immediately preceding the tenth (10th) anniversary of the
Plans effective date.

In the event that the Plan terminates under circumstances described in Section 16(c)(i) above, reserved
shares remaining as of the termination date shall be sold to Participants on a pro rata basis, based on the relative value of their cash account balances in the Plan as of the termination date.

17. Notices. All notices or other communications by a Participant to the Company under or in connection with the Plan shall be deemed
to have been duly given when received in the form specified by the Company at the location, or by the person, designated by the Company for the receipt thereof.

18. Expenses of the Plan. All costs and expenses incurred in administering the Plan shall be paid by the Company, except that any stamp duties or transfer taxes applicable to participation in the
Plan may be charged to the account of such Participant by the Company.

19. No Employment Rights. The Plan does not,
directly or indirectly, create any right for the benefit of any employee or class of employees to purchase any shares under the Plan, or create in any employee or class of employees any right with respect to continuation of employment by the Company
or any Subsidiary, and it shall not be deemed to interfere in any way with the right of the Company or any Subsidiary to terminate, or otherwise modify, an employees employment at any time.

20. Applicable Law. The internal laws of the State of Delaware shall govern all matters relating to this Plan except to the extent
(if any) superseded by the laws of the United States.

21. Additional Restrictions of Rule 16b-3. The terms and
conditions of options granted hereunder to, and the purchase of shares by, persons subject to Section 16 of the Exchange Act shall comply with the applicable provisions of Rule 16b-3. This Plan shall be deemed to contain, and such options shall
contain, and the shares issued upon exercise thereof shall be subject to, such additional conditions and restrictions as may be required by Rule 16b-3 to qualify for the maximum exemption from Section 16 of the Exchange Act with respect to Plan
transactions.



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22. Effective Date. The Plan became effective on December 16, 2009.



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