EX-10.6



 Exhibit 10.6 

PRESBIA HOLDINGS 

STOCK PLAN 

ARTICLE I 
 PURPOSES

 1.1. Purpose of Plan. The purposes of the Presbia Stock Plan (the “Plan”) are to advance the interests of
Presbia Holdings, a company organized under the laws of the Cayman Islands (the “Company”), and its shareholders by providing significant incentives to selected officers, employees, and consultants of the Company who contribute and are
expected to contribute to the success of the Company, and to enhance the interest of such officers and employees in the Company’s success and progress by providing them with an opportunity to become shareholders of the Company. Further, the
Plan is designed to enhance the Company’s ability to attract and retain qualified employees necessary for the success and progress of the Company. 

ARTICLE II 

DEFINITIONS 
 2.1.
Definitions. Certain terms used herein shall have the meaning below stated, subject to the provisions of Section 7.1 hereof. 

(a) “Award” means an award under the Plan as described in ARTICLE V. Awards may be made under the Plan in the form of
stock options, including Stock Options, stock appreciation rights, restricted stock, restricted stock units, performance shares and share units and other stock-based Awards, as set forth in ARTICLE V. 

(b) “Award Agreement” means a written agreement entered into between the Company and a Grantee in connection with an
Award. 
 (c) “Board” or “Board of Directors” means the Board of Directors of the Company. 

(d) “Code” means the Internal Revenue Code of 1986, as amended. 

(e) “Committee” means either (i) the Board of Directors or (ii) the Compensation Committee of the Board of
Directors or such ether committee of the Board as shall be appointed by the Board to administer the Plan pursuant to ARTICLE VII hereof. Except as otherwise determined by the Board, the members of the Committee, or the members of the Board who
participate in decision making with respect to the Plan, shall be “non-employee directors” under Rule 16b-3 under the Securities Exchange Act of 1934, as amended, and “outside
directors” under Section 162(m) of the Code. The Committee may delegate any of its powers under the Plan to a subcommittee of the Committee consisting of non-employee directors and outside directors. The Committee may also authorize
certain officers of the Company to carry out the day-to-day administration of the Plan in accordance with the Committee’s instructions. 







 (f) “Common Stock” means, subject to the provisions of
Section 9.3, the authorized common stock of the Company. 
 (g) “Company” means Presbia Holdings. 

(h) “Effective Date” means the date on which the Plan is adopted by the Board or the date the Plan is approved by the
stockholders of the Company, whichever is earlier. 
 (i) “Employee” means (i) any individual who is a
common-law employee of the Company or of a Subsidiary, (ii) a member of the Board of Directors of the Company or a Subsidiary, or (iii) any consultant or other persons to the extent permitted by the instructions to Form S-8 under the Securities Act of 1933, as amended, who performs services for the Company or a Subsidiary. Such service as a member of the Board of Directors or as a consultant shall be considered employment
for all purposes under the Plan. 
 (j) “Fair Market Value” means, in respect of a share of Common Stock on any
date, the last reported sales price regular way on such date or, in case no such reported sale takes place on such date, the last reported sales price regular way on the day preceding such date on which a reported sale occurred, in either case on
the New York Stock Exchange or, if at the time the Common Stock is not listed or admitted to trading on such Exchange, on the principal national securities exchange on which the Common Stock is listed or admitted to trading or, if at the time the
Common Stock is not listed or admitted to trading on any national securities exchange, in the National Association of Securities Dealers Automated Quotations (“Nasdaq”) National Market System or, if at the time the Common Stock is not
listed or admitted to trading on any national securities exchange or quoted on such National Market System, the average of the closing bid and asked prices in the over-the-counter market as furnished by any New York Stock Exchange member firm
selected from time to time by the Company for that purpose or, if the Common Stock is not traded over-the-counter, as determined by the Committee using any reasonable valuation method. 

(k) “Grantee’’ means an Employee who receives a grant of Options or other Award under the Plan. 

(l) “Initial Public Offering” means a firm commitment underwritten public offering pursuant to an effective
registration statement under the U.S. Securities Act of 1933, as amended, covering the offer and sale to the public of Common Stock for the account of the Company or shareholders of the Company. 

(m) “Net Share Exercise” means the payment of the exercise price of an Option or other Award by authorizing the
Company to withhold from the exercise that number of shares of Common Stock which, when multiplied by the Fair Market Value of a share of Common Stock on the date of exercise, is equal to the aggregate exercise price payable with respect to the
Option or other Award being exercised. 

  
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 (n) “Nonstatutory Stock Option” means a stock option which does not
meet the requirements of Section 422 of the Code or which provides, as of the time the Option is granted, that it will not be treated as an incentive stock option. 

(o) “Option” means an Option to purchase Common Stock, granted by the Company to an Employee pursuant to
Section 5.1 hereof. 
 (p) “Option Agreement” means an agreement between the Company and a Grantee evidencing
the terms of an Option granted under the Plan. 
 (q) “Plan” means the Presbia Holdings Stock Plan, as set forth
herein and as from time to time amended. 
 (r) “Restricted Stock Agreement” means an agreement between the Company
and a Grantee evidencing the terms of Restricted Stock awarded under the Plan. 
 (s) “Subsidiary” means any entity
in which the Company owns, directly or indirectly, at least 50% of the voting equity interests. 
 (t) “Termination of
Employment” means, unless otherwise determined by the Committee, that a Grantee shall be deemed to have a “Termination of Employment” upon ceasing employment with the Company or a Subsidiary (or, in the case of a Grantee who is not an
employee, upon ceasing association with the Company or a Subsidiary as a director, consultant or otherwise). The Committee in its discretion may determine (a) whether any leave of absence constitutes a Termination of Employment for purposes of
the Plan, (b) the impact, if any, of any such leave of absence on Awards theretofore made under the Plan, and (c) when a change in a Grantee’s association with the Company constitutes a Termination of Employment for purposes of the
Plan. The Committee may also determine whether a Grantee’s Termination of Employment is for Cause (as hereinafter defined) and the date of termination in such ease. 

ARTICLE III 
 TERM OF
THE PLAN; RESERVATION OF SHARES 
 3.1. Term. The Plan shall become effective as of the Effective Date and expire on the date
which is four years following the Effective Date. The Plan shall continue to govern any Awards outstanding following expiration of the Plan. 

3.2. Shares Reserved Under Plan. The total number of shares of Common Stock which may be transferred pursuant to Awards granted under
the Plan shall not exceed 1,000 shares and, as an individual limitation, the maximum number of shares of Common Stock with respect to which Options may be granted to a Grantee in any one-year period may not exceed 250 shares. Such shares may be
authorized but unissued Common Stock or authorized and issued Common Stock held in the Company’s treasury or acquired by the Company for the 

  
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purposes of the Plan. The Committee may direct that any stock certificate evidencing shares issued pursuant to the Plan shall bear a legend setting forth such restrictions on transferability as
may apply to such shares pursuant to the Plan. If any Award is forfeited or otherwise terminates or is canceled without the delivery of shares of Common Stock, shares of Common Stock are surrendered or withheld from any Award to satisfy a
Grantee’s income tax withholding obligations, a Net Share Exercise, or shares of Common Stock owned by a Grantee are tendered to pay the exercise price of options or other Awards granted under the Plan, then the shares covered by such
forfeited, terminated or canceled Award or which are equal to the number of shares surrendered, withheld or tendered shall again become available for transfer pursuant to Awards granted or to be granted under this Plan. Any shares of Common Stock
delivered by the Company, any shares of Common Stock with respect to which Awards are made by the Company and any shares of Common Stock with respect to which the Company becomes obligated to make Awards, through the assumption of, or in
substitution for, outstanding awards previously granted by an acquired entity, shall not be counted against the shares available for Awards under this Plan. Notwithstanding the foregoing, in the case of the cancellation or forfeiture of Restricted
Stock or other Award with respect to which dividends have been paid or accrued, the number of shares with respect to such Restricted Stock or other Award shall not be available for subsequent grants hereunder unless, in the case of shares with
respect to which dividends were accrued by unpaid, such dividends are also canceled or forfeited. The Company shall at all times while the Plan is in effect reserve such number of shares of Common Stock as will be sufficient to satisfy the
requirements of the Plan. 
 3.3. Award Agreements. Each Award granted under the Plan shall be evidenced by an Award Agreement, which
shall contain such provisions as the Committee in its discretion deems necessary or desirable. The Committee may grant Awards in tandem with or in substitution for any other Award or Awards granted under this Plan or any award granted under any
other plan of the Company. Payments or transfers to be made by the Company upon the grant, exercise or payment of an Award may be made in such form as the Committee shall determine, including cash, shares of Common Stock, Net Share Exercise (defined
above), other securities, other Awards or other property and may be made in a single payment or transfer, in installments or on a deferred basis. A Grantee shall have no rights with respect to an Award unless such Grantee accepts the Award within
such period as the Committee shall specify by executing an Award Agreement in such form as the Committee shall determine and, if the Committee shall so require, makes payment to the Company in such amount as the Committee may determine. The
Committee shall determine if loans (whether or not secured by shares of Common Stock) may be extended or guaranteed by the Company with respect to any Awards. No Grantee of an Award (or other person having rights pursuant to such Award) shall have
any of the rights of a shareholder of the Company with respect to shares subject to such Award until the Issuance of a stock certificate to such person for such shares. Except as otherwise provided in the applicable Award Agreement, no adjustment
shall be made for dividends, distributions or other rights (whether ordinary or extraordinary, and whether in cash, securities or other property) for which the record date is prior to the date such stock certificate is issued. 

  
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 ARTICLE IV 

PARTICIPATION IN PLAN 

4.1. Eligibility. Options or other Awards under the Plan may be granted to any key Employee of the Company or a Subsidiary who performs
services for the Company or a Subsidiary that the Committee deems to be of special importance to the growth and success of the Company. The Committee shall determine those Employees to whom Options or other Awards shall be granted, the type of
Option or other Award to be granted to each such person, and, subject to Section 3.2 hereof, the number of shares of Common Stock subject to each such Option or other Award. 

4.2. Participation Not Guarantee of Employment or Retention. Nothing in this Plan or in any Option Agreement or any other Award
Agreement shall in any manner be construed to limit in any way the right of the Company or any Subsidiary to terminate an Employee’s employment or other relationship that qualifies an Optionee as an Employee hereunder at any time, without
regard to the effect of such termination on any rights such Employee would otherwise have under this Plan, or give any right to all Employee to remain an Employee in any particular position or at any particular rate of compensation. 

4.3. Approval Required for Awards. Notwithstanding anything else to the contrary set forth herein, until such time as the Company has
effected an Initial Public Offering, in no event shall any Options or other Awards under the plan be granted without the approval of both a majority of the issued and outstanding shares of Common Stock of the Company and a majority of the members of
the Company’s Board of Directors. 
 ARTICLE V 

GRANT AND EXERCISE OF OPTIONS; RESTRICTED STOCK; OTHER AWARDS 

5.1. Grant of Options. The Committee may from time to time in its discretion grant Options to Employees at any time after the Effective
Date. All Options under the Plan shall be granted within ten (10) years from the date the Plan is adopted by the Board or the date the Plan is approved by the stockholders of the Company, whichever is earlier. All Options shall be Nonstatutory
Stock Options. 
 5.2. Option Terms. Options granted under the Plan shall be subject to the following requirements: 

(a) Option Price. The exercise price of each Option shall be the amount determined by the Committee as set forth in the
applicable Option Agreement, provided that such amount shall not be less than 100% of the Fair Market Value of the shares of Common Stock subject to the Option on the date the Option is granted. The exercise price of an Option may be subject to
adjustment pursuant to Section 9.3 hereof. 
 (b) Term of Option. The term during which an Option is exercisable
shall be that period determined by the Committee as set forth in the applicable Option Agreement, provided that no Option shall have a term that exceeds a period of 10 years from the date of its grant. 

  
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 (c) Nontransferability of Option. No Option granted under the Plan shall
be transferable by the Grantee otherwise than by will or the laws of descent and distribution, and each such Option shall be exercise during the Grantee’s lifetime only by him. No transfer of an Option by a Grantee by will or by the laws of
descent and distribution shall be effective to bind the Company unless the Company shall have been furnished with written notice thereof and a copy of the will and/or such other evidence as the Committee may determine necessary to establish the
validity of the transfer. Notwithstanding the foregoing, the Committee may, in its discretion, permit a Grantee to transfer any Option to one or more of the Grantee’s immediate family members or to trusts established in whole or in part for the
benefit of the Grantee and/or one or more of such immediate family members. For purposes of the Plan, the term “immediate family” shall mean the Grantee’s spouse and issue (including adopted and step children). 

(d) Exercise of Option. Unless the Option Agreement pursuant to which an Option is granted provides otherwise, each
Option shall become exercisable, on a cumulative basis, with respect to 20% of the aggregate number of the shares of Common Stork covered thereby on the first anniversary of the date of grant and with respect to an additional 20% of the shares of
Common Stock covered thereby on each of the next four (4) succeeding anniversaries of the date of grant; provided, however, the Committee may establish a different vesting schedule for any optionee or group of optionees. Any portion of
an Option which has become exercisable shall remain exercisable until it is exercised in full or terminates pursuant to the terms of the Plan or the Option Agreement pursuant to which it is granted. 

(e) Acceleration of Exercise on Change of Control. Notwithstanding the provisions of paragraph (d) of this Section
or any other restrictions limiting the number of shares of Common Stock as to which an Option may be exercised, each Option shall become immediately exercisable in full upon and simultaneously with any “Change of Control” of the Company
unless the Board determines that the optionee has been offered substantially identical replacement options and a comparable position at any acquiring company. For purposes of this Plan, a “Change of Control” shall be deemed to have
occurred if: 
 (i) any “person” as such term is used in Sections 13(d) and 14(d) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”) (other than the Company, any employee benefit plan sponsored by the Company, any trustee or other fiduciary holding securities under an employee benefit plan of the Company, or any
corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company), is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 50% or more of the combined voting power of the Company’s then outstanding securities; 

  
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 (ii) during any period of two consecutive years individuals who at the beginning
of such period constitute the Board, and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in clause (i), (iii) or (iv) of this Section)
whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least a majority of the directors then still in office who either were directors at the beginning of the period or whose election
or nomination for election was previously so approved, cease for any reason to constitute at least a majority thereof; 

(iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a
merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity)
more than 50% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; or 

(iv) the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or
disposition by the Company of all or substantially all of the Company’s assets. For the purposes of this subsection (iv), “substantially all” of the Company’s assets shall mean assets for which the price or consideration
upon sale or disposition equals or exceeds seventy-five percent (75%) or more of the fair market value of the Company. 
 5.3.
Payment of Exercise Price and Delivery of Shares. 
 (a) Notice and Payment for Shares. Each Option shall be
exercised by delivery of a written notice to the Company in such form as the Committee shall approve stating the number of the whole shares of Common Stock as to which the Option is being exercised and accompanied by payment therefor. No Option
shall be deemed exercised in the event that payment therefor is not received and shares of Common Stock shall not be issued upon the exercise of an Option unless the exercise price is paid in full. Payment for shares of Common Stock purchased upon
the exercise of an Option shall be made by (i) cash, (ii) certified check payable to the order of the Company, (iii) outstanding shares of Common Stock duly endorsed to the Company (which shares of Common Stock shall be valued at
their Fair Market Value as of the day preceding the date of such exercise), (iv) any combination of the foregoing, or (v) such other method of payment as may be provided in the applicable Option Agreement. 

(b) Rights of Grantee in Stock. Neither any Grantee nor the legal representatives, heirs, legatees or distributees of
any Grantee, shall be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Common Stock issuable upon exercise of an Option granted hereunder unless and until such shares are issued to him or them and
such person or persons have received a certificate or certificates therefor. Upon the issuance and receipt of such certificate or certificates, 

  
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such Grantee or the legal representatives, heirs, legatees or distributees of such Grantee shall have absolute ownership of the shares of Common Stock evidenced thereby, including the right to
vote such shares, to the same extent as any other owner of shares of Common Stock, and to receive dividends thereon, subject, however, to the terms, conditions and restrictions of this Plan. 

5.4. Restricted Stock. The Committee may from time to time in its discretion grant award shares of restricted stock (“Restricted
Stock”) to Employees at any time after the Effective Date. Each award of Restricted Stock under the Plan shall be evidenced by a written Restricted Stock Agreement between the Company and the Grantee, in such form as the Committee shall from
time to time approve, and shall comply with the following terms and conditions (and with such other terms and conditions not inconsistent with the terms of this Plan as the Committee, in its discretion, shall establish): 

(a) Number of Shares. Each Restricted Stock Agreement shall state the number of shares of Restricted Stock to be subject
loan award. 
 (b) Restrictions. Shares of Restricted Stuck may not be sold, assigned, transferred, pledged,
hypothecated or otherwise disposed of, except by will or the laws of descent and distribution, for such period as the Committee shall determine from the date on which the award is granted (the “Restricted Period”). The Committee may also
impose such other restrictions and conditions on the shares as it deems appropriate including the satisfaction of performance criteria. Certificates for shares of stock issued pursuant to Restricted Stock awards shall bear an appropriate legend
referring to such restrictions, and any attempt to dispose of any such shares of stock in contravention of such restrictions shall be null and void and without effect. During the Restricted Period, such certificates shall be held in escrow by an
escrow agent appointed by the Committee. In determining the Restricted Period of an award, the Committee may provide that the foregoing restrictions shall lapse with respect to specified percentages of the awarded shares on successive anniversaries
of the date or such award. 
 (c) Forfeiture. Subject to such exceptions as may be determined by the Committee, if the
Grantee’s continuous employment with the Company or any Subsidiary shall terminate for any reason prior to the expiration of the Restricted Period of an award, any shares remaining subject to restrictions (after taking into account the
provisions of Section 5.4(b) hereof, shall thereupon be forfeited by the Grantee and transferred to, and reacquired by the Company or a Subsidiary at no cost to the Company or Subsidiary. 

(d) Ownership. During the Restricted Period the Grantee shall possess all incidents of ownership of such shares, subject
to Section 5.4(b) hereof, including the right to receive dividends with respect to such shares and to vote such shares. 

(e) Accelerated Lapse of Restrictions. The Committee shall have the authority (and the Restricted Stock Agreement may,
but need not, so provide) to cancel all or any portion of any outstanding restrictions prior to the expiration of the Restricted Period with respect to any or all of the shares of Restricted Stock awarded on such terms and conditions as the
Committee shall deem appropriate. 

  
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 (f) Accelerated Lance of Restrictions on Change of Control.
Notwithstanding anything else provided in this Agreement, all outstanding restrictions on each share of Restricted Stock shall immediately be canceled in full upon and simultaneously with any “Change of Control” of the Company unless the
Board determines that the Grantee has been offered substantially identical replacement restricted stock and a comparable position at any acquiring company. 

5.5. Grant of Stock Appreciation Rights. 

(a) The Committee may grant stock appreciation rights to such Employees, in such amounts and subject to such terms and
conditions, as the Committee shall determine in its discretion. Stock appreciation rights may be granted in connection with all or any part of, or independently of, any stock option granted under the Plan. A stock appreciation right may be granted
at or after the time of grant of such option. A stock appreciation right shall become exercisable at such time or times as determined by the Committee. 

(b) The Grantee of a stock appreciation right shall have the rights subject to the terms of the Plan and the applicable Award
Agreement, to receive from the Company an amount equal to (a) the excess of the Fair Market Value of a share of Common Stock on the date of exercise of the stock appreciation right over (b) the exercise price of such right as set forth in
the Award Agreement (or over the option exercise price if the stock appreciation right is granted In connection with a stock option), multiplied by (c) the number of shares with respect to which the stock appreciation right is exercised.
Payment to the Grantee upon exercise of a stock appreciation right shall be made in cash or in shares of Common Stock (valued at their Fair Market Value on the date of exercise of the stock appreciation right) or both, as the Committee shall
determine in its discretion. Upon the exercise of a stock appreciation right granted in connection with a stock option, the number of shares subject to the option shall be correspondingly reduced by the number of shares with respect to which the
stock appreciation right is exercised. Upon the exercise of a stock option in connection with which a stock appreciation right has been granted, the number of shares subject to the stock appreciation right shall be correspondingly reduced by the
number of shares with respect to which the option is exercised. 
 5.6. Grant of Restricted Stock Units. 

(a) The Committee may grant Awards of restricted stock units to such Employees, in such amounts, and subject to such terms and
conditions as the Committee shall determine in its discretion, subject to the provisions of the Plan. Restricted stock units may be awarded independently of or in connection with any other Award under the Plan. 

(b) At the time of grant, the Committee shall specify the date or dates on which the restricted stock units shall become
vested, and may specify such conditions to vesting as it deems appropriate. Unless otherwise determined by the Committee, in the event of the Grantee’s Termination of Employment for any reason, restricted stock units


  
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that have not vested shall be forfeited and canceled. The Committee at any time may accelerate vesting dates and otherwise waive or amend any conditions of an Award of restricted stock units.

 (c) At the time of grant, the Committee shall specify the maturity date applicable to each grant of restricted stock
units, which may be determined at the election of the Grantee. Such date may be later than the vesting date or dates of the Award. On the maturity date, the Company shall transfer to the Grantee one unrestricted, fully Transferable share of Common
Stock for each vested restricted stock unit scheduled to be paid out on such date and as to which all other conditions to the transfer have been fully satisfied. The Committee shall specify the purchase price, if any, to be paid by the Grantee to
the Company fur such shares of Common Stock. 
 5.7. Grant of Performance Shares and Share Units. The Committee may grant performance
shares in the form of actual shares of Common Stock or share units having a value equal to an identical number of shares of Common Stock to such Employees, in such amounts, and subject to such terms and conditions as the Committee shall determine in
its discretion, subject to the provisions of the Plan. In the event that a stock certificate is issued in respect of performance shares, such certificates shall be registered in the name of the Grantee but shall be held by the Company until the time
the performance shares are earned. The performance conditions and the length of the performance period shall be determined by the Committee. The Committee shall determine in its solo discretion whether performance shares granted in the form of share
units shall be paid in cash, Common Stock, or a combination of cash and Common Stock. 
 5.8. Other Stock-Based Awards. The Committee
may grant other types of stock-based Awards to such Employees, in such amounts and subject to such terms and conditions, as the Committee shall in its discretion determine, subject to the provisions of the Plan. Such Awards may entail the transfer
of actual shares of Common Stock, or payment in cash or otherwise of amounts based on the value of shares of Common Stock. 
 5.9. Grant
of Dividend Equivalent Rights. The Committee may in its discretion include in the Award Agreement with respect to any Award a dividend equivalent right entitling the Grantee to receive amounts equal to the ordinary dividends that would be paid,
during the time such Award is outstanding and unexercised on the shares of Common Stock covered by such Award if such shares were then outstanding. In the event such a provision is included in an Award Agreement, the Committee shall determine
whether such payments shall be made in cash, in shares of Common Stock or in another form, whether they shall be conditioned upon the exercise of the Award to which they relate, the time or times at which they shall be made, and such other terms and
conditions as the Committee shall deem appropriate. 
 ARTICLE VI 

TERMINATION AND DEATH 

6.1. Termination Other Than by Death or for Cause. If a Grantee’s position as an Employee of the Company or a Subsidiary
terminates for any reason other than death or for 

  
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Cause (as defined in Section 6.2) he may, unless the applicable Option Agreement provides otherwise, exercise an Option previously granted and vested within three months after the date of
such termination, but in no event later than the date on which the Option would have expired in accordance with its terms. To the extent the Option is not so exercised, it shall expire at the end of such three-month period. 

6.2. Termination for Cause. If a Grantee’s position as an Employee of the Company or a Subsidiary is terminated for Cause, any
Option theretofore granted to him shall expire and cease to be exercisable on the date notice of such termination is delivered to the Grantee. “Cause” shall mean (a) the willful and continued failure by a Grantee to substantially
perform his duties with the Company (other than any such failure resulting from his incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Grantee by the Board, which demand specifically
identifies the manner in which the Board believes that the Grantee has not substantially performed his duties, or (b) the willful engaging by the Grantee in conduct which is demonstrably and materially injurious to the Company, monetarily or
otherwise. For purposes of this Section 6.2, no act, or failure to act, shall be deemed “willful” unless done, or omitted to be done, not in good faith and without reasonable belief that such action or omission was in the best
interest of the Company. 
 6.3. Death. If a Grantee dies (i) while he is an Employee of the Company or a Subsidiary or
(ii) during the three-month period after the termination of his position as an Employee of the Company or a Subsidiary, and at the time of his death the Grantee was entitled to exercise an Option theretofore granted to him, such Option shall,
unless the applicable Option Agreement provides otherwise, expire one year after the date of his death, but in no event later than the date on which the Option would have expired if the Grantee had lived. During such one-year period the Option may
be exercised by the Grantee’s executor or administrator or by any person or persons who shall have acquired the Option directly from the Grantee by bequest or inheritance, but only to the extent that the Grantee was entitled to exercise the
Option at the date of his death and, to the extent the Option is not so exercised, it shall expire at the end of such one-year period. 

6.4. Applicability to Other Awards. Notwithstanding anything herein to the contrary, if the Committee determines in its discretion that
a Grantee’s Termination of Employment is for Cause, then the Committee shall also have the power to determine in its discretion that any outstanding stock options and stock appreciation rights or other Awards, whether or not exercisable at the
lime of such termination, shall be terminated as of the date of such termination, and shall be of no further force and effect. The Committee shall also have the power to determine in its discretion the applicability of the principles in this ARTICLE
VI to Awards other than stock options. 
 ARTICLE VII 

ADMINISTRATION OF PLAN 

7.1. Administration. The Plan shall be administered by the Board of Directors as a whole or by the Compensation Committee of the Board
of Directors or such other committee as may be appointed by the Board of Directors of the Company, which Committee shall consist of 

  
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not less than two members, all of whom are members of the Board of Directors. A majority of the Committee shall constitute a quorum thereof and the actions of a majority of the Committee at a
meeting at which a quorum is present, or actions unanimously approved in writing by all members of the Committee, shall be the actions of the Committee. Vacancies occurring on the Committee shall be filled by the Board. The Committee shall have full
and final authority (i) to interpret the Plan and each of the Option Agreements and other Award Agreements, (ii) to prescribe, amend and rescind rules and regulations, if any, relating to the Plan, (iii) to make all determinations
necessary or advisable for the administration of the Plan and (iv) to correct any defect, supply any omission and reconcile any inconsistency in the Plan and any Option Agreement or any other Award Agreement. The Committee’s determination
in all matters referred to herein shall be conclusive and binding for all purposes and upon all person including, but without limitation, the Company, the shareholders of the Company, the Committee, and each of the members thereof, Employees and
their respective successors in interest. 
 7.2. Liability. No member of the Committee shall be liable for anything done or omitted
to be done by him or by any other member of the Committee in connection with the Plan, except for his own willful misconduct or gross negligence. The Committee shall have power to engage outside consultants, auditors or other professional help to
assist in the fulfillment of the Committee’s duties under the Plan at the Company’s expense. 
 7.3. Determinations. In
making its determinations concerning the key Employees who shall receive Options or other Awards as well as the number of shares to be covered by such options or other Awards and the time or times at which they shall be granted, the Committee shall
take into account the nature of the services rendered by such key Employees, their past, present and potential contribution to the Company’s success and such other factors as the Committee may deem relevant. The Committee shall determine the
form of Option Agreements and Award Agreement under the Plan and the terms and conditions to be included therein, provided such terms and conditions are not inconsistent with the terms of the Plan. The Committee may waive any provisions of any
Option Agreement or any other Award Agreement, provided such waiver is not inconsistent with the terms of the Plan as then in effect. The Committee’s determinations under the Plan need not be uniform and may be made by it selectively among
persons who receive, or are eligible to receive, Options or other Awards under the Plan, whether or not such persons are similarly situated. 

ARTICLE VIII 

AMENDMENT AND TERMINATION OF PLAN 

8.1. Amendment of Plan. The Board of Directors may amend the Plan at any time and from time to time. Rights and obligations under any
Option or other Award granted before amendment of the Plan shall not be materially altered, or impaired adversely, by such amendment, except with consent of the Grantee (or, after the Grantee’s death, the person having the right to exercise or
receive payment of the Award). For purposes of the Plan, any action of the Board or the Committee that alters or affects the tax treatment of any Award shall not be considered to materially impair any rights of any Grantee. An amendment of the Plan
shall be subject to the approval of the Company’s stockholders only to the extent required by applicable laws (including Section 409(A) and 457(A) of the Code), regulations or rules (including applicable titles of any stock exchange
or of Nasdaq). 

  
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 8.2. Termination. The Board may at any time terminate the Plan as of any date specified in
a resolution adopted by the Board. If not earlier terminated, the Plan shall terminate on August 1, 2019 (but in any event not later than the day before the 10th anniversary of Board approval
of the Plan). No Options or other Awards may be granted after the Plan has terminated, but the Committee shall continue to supervise the administration of Options or other Awards previously granted. 

ARTICLE IX 

MISCELLANEOUS PROVISIONS 

9.1. Restrictions Upon Grant of Awards. If the listing upon any stock exchange or Nasdaq or the registration or qualification under any
federal or state law of any shares of Common Stock to be issued on the exercise of Awards granted under this Plan (whether to permit the grant of Awards or the resale or other disposition of any such shares of Common Stock by or on behalf of
Grantees receiving such shares) should be or become necessary or desirable, the Board in its sole discretion may determine that delivery of the certificates for such shares of Common Stock shall not be made until such listing registration or
qualification shall have been completed. The Company agrees that it will use its best efforts to effect any such listing, registration or qualification, provided, however, that the Company shall not be required to use its best efforts to effect such
registration under the Securities Act of 1933 other than on Form S-8 or such other forms as may be in effect from time to time calling for information comparable to that presently required to be furnished
under Form S-8. 
 9.2. Shareholder Agreement; Restrictions Upon Resale of Unregistered
Stock. Notwithstanding anything to the contrary in this Plan, no shares of Common Stock shall be issued to any Grantee unless and until such Grantee has executed and delivered to the Company a copy of the then current shareholders agreement
among the then current shareholders of the Company. In addition, each Grantee shall, if the Company deems it advisable, represent and agree in writing (i) that any shares of Common Stock acquired by such Grantee pursuant to this Plan will not
be sold except pursuant to an effective registration statement under the Securities Act of 1933 or pursuant to an exemption from registration under said Act, (ii) that such Grantee is acquiring such shares of Common Stock for his own account
and not with a view to the distribution thereof, and (iii) to such other customary matters as the Company may request. In such case, no shares of Common Stock shall be issued to such Grantee unless such Grantee provides such representations and
agreements and the Company is reasonably satisfied that such representations and agreements are correct. 
 9.3. Adjustments. 

(a) General. In the event of a subdivision of the outstanding Common Stock, a declaration of a dividend payable in shares of Common
Stock, a declaration of a dividend payable in a form other than shares in an amount that has a material effect on the value of shares of Common Stock, a combination or consolidation of the outstanding


  
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Common Stock into a lesser number of shares of Common Stock, a recapitalization, a reclassification or a similar occurrence, the Committee shall make appropriate adjustments in one or more of
(i) the number of shares of Common Stock available for future grams of Options or other Awards under Section 3.2, (ii) the number of shares of Common Stock covered by each outstanding Option or other Award, or (iii) the exercise
price of each outstanding Option or other Award. 
 (b) Reorganizations. In the event that the Company is a party to a
merger or reorganization, outstanding Options and other Awards shall be subject to the agreement of merger or reorganization. 

(c) Reservation of Rights. Except as provided in this Section 9.3, a Grantee shalt have no rights by reason of
(i) any subdivision or consolidation of shares of stock of any class, (ii) the payment of any dividend, or (iii) any other increase or decrease in the number of shares of stock of any class. Any issue by the Company of shares of stock
of any class, or securities convertible into shares of stock of any class, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number or exercise price of shares of Common Stack subject to an Option or other
Award. The grant of any Option or other Award pursuant to the Plan shall not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations or changes of its capital or business structure, to merge or
consolidate or to dissolve, liquidate, sell or transfer all or any part of its business or assets. 
 9.4. Withholding of Taxes; Tax
Elections. 
 (a) Each Grantee who exercises an Option and each (Grantee who holds Restricted Stock or other Award that
has vested shall agree that no later than the date of exercise or receipt of shares of Common Stock pursuant to such Option and no later than the date such Restricted Stock or other Award vests (in whole or in part) he will pay to the Company, or
make arrangements satisfactory to the Committee regarding payment of, any Federal, state or local taxes of any kind required by law to be withheld with respect to the transfer to him or vesting in him of such shares of Common Stock. 

(b) The applicable Option Agreement or other Award Agreement may provide that a Grantee may satisfy, in whole or in part, the
requirements of paragraph (a); 
 (i) by delivery of shares of Common Stock owned by the Grantee for at least six months
(or such shorter or longer period as the Committee may approve) having a Fair Market Value (determined as of the date of such delivery) equal to all or part of the amount to be so withheld, or 

(ii) by electing to have the Company withhold the requisite number of shares from shares otherwise deliverable pursuant to the
exercise of the Option or vesting of Restricted Stock or other Award giving rise to the tax withholding obligation provided however, that 

(A) the Grantee’s election and the withholding pursuant thereto take effect during the period beginning on the third
business day following 

  
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the date of release for publication of the quarterly and annual summary statements of the Company’s sales and earnings and ending on the twelfth business day following such date, and six
months have elapsed since the date the Option or Restricted Stock or other Award was granted, or 
 (B) such election was
irrevocably made by the Grantee and filed with the Committee in writing at least six months in advance of the date on which such withholding occurs. The Committee may require, as a condition of accepting any such delivery of Common Stock or any such
election by the Grantee, that the Grantee furnish to the Company an opinion of counsel to the effect that such delivery or election will not result in the Grantee incurring any liability under Section 16(b) of the Securities Exchange Act of
1934, as amended. 
 (c) If the Grantee, in connection with the acquisition of shares of Common Stock under the Plan, is
permitted under the terms of his Option Agreement or other Award Agreement to make the election permitted under Section 83(b) of the Code (i.e., an election to include in gross income in the year of transfer the amounts specified in
Section 83(b) of the Code notwithstanding the continuing transfer restrictions) and if the Grantee makes such election, the Grantee shall submit to the Company a copy of the notice filed by the Grantee with the Internal Revenue Service within
ten (10) days of filing such notice, and shall pay, or make arrangements satisfactory to the Committee regarding payment of, any federal, state or local taxes of any kind required by law to be withheld as a result of such election, all in
accordance with the provisions of clauses (a) and (b) of this section 9.4. 
 9.5. Use of Proceeds. The proceeds from
the sale of Common Stock pursuant to Options or other Awards granted under the Plan shall constitute general funds of the Company and may be used for such corporate purposes as the Company may determine. 

9.6. Substitution of Options. Options may be granted under this Plan in substitution for options held by individuals who are employees
of another corporation and who become Employees of the Company or any Subsidiary of the Company eligible to receive Options pursuant to the Plan as a result of a merger, consolidation, reorganization or similar event. The terms and conditions of any
Options so granted may vary from those set forth in the Plan to the extent deemed appropriate by the Committee in order to conform the provisions of Options granted pursuant to the Plan to the provisions of the options in substitution for which they
are granted. 
 9.7. Notices. Any notice requited or permitted hereunder shall be sufficiently given only if sent by registered or
certified mail, return receipt requested, postage prepaid, addressed to the Company at its principal place of business, and to the Grantee at the address on file with the Company at the time of grant hereunder, or to such other address as either
party may hereafter designate in writing by notice similarly given by one party to the other. 
 9.8. Nature of Payments. Any and all
grants of Awards and issuances of shares of Common Stock under the Plan shall Constitute a special inventive payment to the Grantee and 

  
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shall not be taken into account in computing the amount of salary or compensation of the Grantee for the purpose of determining any benefits under any pension, retirement profit-sharing, bonus,
life insurance or other benefit plan of the Company or under any agreement with the Grantee, unless such plan or agreement specifically provides otherwise. 

9.9. Non-Uniform Determinations. The Committee’s determinations under the Plan need not be uniform and may be made by it
selectively among persons who receive, or are eligible to receive, Awards (whether or not such persons are similarly situated). Without limiting the generality of the foregoing, the Committee shall be entitled, among other things to make non-uniform
and selective determinations, and to enter into non-uniform and selective Award Agreements, as to the persons to receive Awards under the Plan, and the terms and provisions of Awards under the Plan. 

9.10. Waiver of Claims. Prior to being selected by the Committee to receive an Award, an Employee has no right to any benefits
hereunder. In consideration of a Grantee’s receipt of any Award hereunder, the Committee may require, in its sole discretion, that each such Grantee expressly waive any right to contest the amount of any Award, the terms of any Award Agreement,
any determination action or omission hereunder or under any Award Agreement by the Committee, the Company or the Board, or any amendment to the Plan or any Award Agreement (other than an amendment to this Plan or an Award Agreement to which his or
her consent is expressly required by the express terms of the Plan or an Award Agreement). 
 9.11. Governing Law. The Plan and all
determinations made and actions taken hereunder, to the extent not otherwise governed by the Code or the laws of the United States of America, shall be governed by the laws of the Stale of California and construed accordingly. 

  
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