2000 Stock Incentive Plan



 EXHIBIT 10.2 
  
 INTRALASE CORP. 
 2000 STOCK INCENTIVE PLAN 
  
 This 2000 STOCK
INCENTIVE PLAN (the “Plan”) is hereby established by INTRALASE CORP., a Delaware corporation (the “Company”), and adopted by its Board of Directors as of the 28th day of September, 2000, as amended effective December 13, 2001 (the “Effective Date”). 
  
 ARTICLE 1. 
  
 PURPOSES OF THE PLAN 
  
 1.1 Purposes. The purposes of the Plan are (a) to enhance the Company’s ability to attract and retain the services of qualified employees,
officers and members of the Board (including non-employee officers and directors), and consultants and other service providers upon whose judgment, initiative and efforts the successful conduct and development of the Company’s business largely
depends, and (b) to provide additional incentives to such persons or entities to devote their utmost effort and skill to the advancement and betterment of the Company, by providing them an opportunity to participate in the ownership of the Company
and thereby have an interest in the success and increased value of the Company. 
  
 ARTICLE 2. 
  
 DEFINITIONS 
  
 For purposes of this Plan, the
following terms shall have the meanings indicated: 
  
 2.1
Administrator. “Administrator” means the Board or, if the Board delegates responsibility for any matter to the Committee, the term Administrator shall mean the Committee. 
  
 2.2 Affiliated Company. “Affiliated Company” means any “parent corporation” or “subsidiary
corporation” of the Company, whether now existing or hereafter created or acquired, as those terms are defined in Sections 424(e) and 424(f) of the Code, respectively. 
  
 2.3 Board. “Board” means the Board of Directors of the Company. 
  
 2.4 Cause. “Cause” means, with respect to a
Participant’s Continuous Service, the termination by the Company of such Continuous Service for any of the following reasons: 
  
 (a) The continued, unreasonable refusal or omission by the Participant to perform any material duties required of him by the Company if such duties
are consistent with duties customary for the position held with the Company; 
  
 (b) Any material act or omission by the Participant involving malfeasance or gross negligence in the performance of the Participant’s duties to, or material deviation from any of the policies or directives
of, the Company; 
  
 (c) Conduct on the part of the
Participant which constitutes the breach of any statutory or common law duty of loyalty to the Company; or 







 (d) Any illegal act by the Participant which materially and adversely affects the business of the
Company or any felony committed by the Participant, as evidenced by conviction thereof, provided that the Company may suspend Participant with pay while any allegation of such illegal or felonious act is investigated. 
  
 2.5 Change in Control. “Change in Control” shall mean (i)
the acquisition, directly or indirectly, by any person or group (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) of the beneficial ownership of securities of the Company possessing more than fifty percent
(50%) of the total combined voting power of all outstanding securities of the Company; (ii) a merger or consolidation in which the Company is not the surviving entity, except for a transaction in which the holders of the outstanding voting
securities of the Company immediately prior to such merger or consolidation hold, in the aggregate, securities possessing more than fifty percent (50%) of the total combined voting power of all outstanding voting securities of the surviving entity
immediately after such merger or consolidation; (iii) a reverse merger in which the Company is the surviving entity but in which securities possessing more than fifty percent (50%) of the total combined voting power of all outstanding voting
securities of the Company are transferred to or acquired by a person or persons different from the persons holding those securities immediately prior to such merger; (iv) the sale, transfer or other disposition (in one transaction or a series of
related transactions) of all or substantially all of the assets of the Company; or (v) the approval by the shareholders of a plan or proposal for the liquidation or dissolution of the Company. 
  
 2.6 Code. “Code” means the Internal Revenue Code of 1986, as
amended from time to time. 
  
 2.7 Committee.
“Committee” means a committee of two or more members of the Board appointed to administer the Plan, as set forth in Section 7.1 hereof. 
  
 2.8 Common Stock. “Common Stock” means the Common Stock, $.001 par value of the Company, subject to adjustment pursuant to Section 4.2
hereof. 
  
 2.9 Continuous Service. “Continuous
Service” means any one of the following: (i) employment by either the Company or any Affiliated Company, or by a corporation or a parent or subsidiary of a corporation issuing or assuming a stock option in a transaction to which Section 424(a)
of the Code applies, which employment is uninterrupted except for vacations, illness (other than Disability), or leaves of absence that are approved in writing by the Company or any of such other employer corporations, if applicable; (ii) service as
a member of the Board of the Company, or other corporation referred to in clause (i) above, until the Participant resigns, the Participant is removed from office, the Participant’s term of office expires and he or she is not reelected, or a
majority of the Board votes to cause Participant’s Continuous Service as a member of the Board to be deemed terminated; or (iii) so long as the Participant is engaged as a consultant or service provider to the Company or other corporation
referred to in clause (i) above. 
  
 2.10 Disability.
“Disability” means permanent and total disability as defined in Section 22(e)(3) of the Code. The Administrator’s determination of a Disability or the absence thereof shall be conclusive and binding on all interested parties.

  
 2.11 Effective Date. “Effective Date” means
the date on which the Plan is adopted by the Board, as set forth on the first page hereof. 
  

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 2.12 Exchange Act. “Exchange Act” shall mean the Securities and Exchange Act of 1934, as
amended. 
  
 2.13 Exercise Price. “Exercise
Price” means the purchase price per share of Common Stock payable upon exercise of an Option. 
  
 2.14 Fair Market Value. “Fair Market Value” on any given date means the value of one share of Common Stock, determined as follows:

  
 (a) If the Common Stock is then listed or admitted to
trading on the New York Stock Exchange, a NASDAQ market system or similar stock exchange which reports closing sale prices, the Fair Market Value shall be the closing sale price on the date of valuation on such stock exchange on which the Common
Stock is then listed or admitted to trading, or, if no closing sale price is quoted on such day, then the Fair Market Value shall be the closing sale price of the Common Stock on such exchange on the next preceding day for which a closing sale price
is reported. 
  
 (b) If the Common Stock is not then listed
or admitted to trading on the New York Stock Exchange, a NASDAQ market system or similar stock exchange which reports closing sale prices, the Fair Market Value shall be the average of the closing bid and asked prices of the Common Stock in the
over-the-counter market on the date of valuation. 
  
 (c)
If neither (a) nor (b) is applicable as of the date of valuation, then the Fair Market Value shall be determined by the Administrator in good faith using any reasonable method of valuation, which determination shall be conclusive and binding on
all interested parties. 
  
 2.15 Incentive Option.
“Incentive Option” means any Option designated and qualified as an “incentive stock option” as defined in Section 422 of the Code. 
  
 2.16 Incentive Option Agreement. “Incentive Option Agreement” means an Option Agreement with respect to an Incentive Option. 

 
 2.17 Involuntary Termination. “Involuntary
Termination” shall mean the termination of Optionee’s Continuous Service by reason of: 
  
 (a) Optionee’s involuntary dismissal or discharge by the Company, or by the acquiring or successor entity (or parent or any subsidiary thereof
employing the Optionee) for reasons other than Cause, or 
  
 (b) (i) a reduction in the amount of Optionee’s base compensation pay in effect at the time of a Change in Control; (ii) the taking of any action by the Company that would substantially diminish the aggregate value of the
benefits provided the Optionee under the Optionee’s medical, health, accident, disability or life insurance, thrift and retirement plans in which he was participating at the time of a Change in Control, other than any such reduction which is
(x) required by law, (y) implemented in connection with a general concessionary arrangement affecting all employees or affecting the group of employees of which the Optionee is a member, or (z) generally applicable to all beneficiaries of such
plans; (iii) a reduction in duties and responsibilities which results in the Optionee no longer having duties customary for the position held with the Company at the time of a Change in Control; (iv) a relocation by the Company of the
Optionee’s place of 
  

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 employment, without the Optionee’s consent, to a location more than fifty (50) miles from the Optionee’s
existing place of employment; or (v) a material breach by the Company of any provision of the Optionee’s Stock Option Agreement or Stock Purchase Agreement. 
  
 2.18 NASD Dealer. “NASD Dealer” means a broker-dealer that is a member of the National Association of
Securities Dealers, Inc. 
  
 2.19 Nonqualified Option.
“Nonqualified Option” means any Option that is not an Incentive Option. To the extent that any Option designated as an Incentive Option fails in whole or in part to qualify as an Incentive Option, including, without limitation, for failure
to meet the limitations applicable to a 10% Shareholder or because it exceeds the annual limit provided for in Section 5.6 below, it shall to that extent constitute a Nonqualified Option. 
  
 2.20 Nonqualified Option Agreement. “Nonqualified Option Agreement” means an Option Agreement with respect
to a Nonqualified Option. 
  
 2.21 Offeree.
“Offeree” means a Participant to whom a Right to Purchase has been offered or who has acquired Restricted Stock under the Plan. 
  
 2.22 Option. “Option” means any option to purchase Common Stock granted pursuant to the Plan. 
  
 2.23 Option Agreement. “Option Agreement” means the written
agreement entered into between the Company and the Optionee with respect to an Option granted under the Plan. 
  
 2.24 Optionee. “Optionee” means a Participant who holds an Option. 
  
 2.25 Participant. “Participant” means an individual or entity who holds an Option, a Right to Purchase or
Restricted Stock under the Plan. 
  
 2.26 Purchase Price.
“Purchase Price” means the purchase price per share of Restricted Stock payable upon acceptance of a Right to Purchase. 
  
 2.27 Restricted Stock. “Restricted Stock” means shares of Common Stock issued pursuant to Article 6 hereof, subject to any restrictions
and conditions as are established pursuant to such Article 6. 
  
 2.28 Right to Purchase. “Right to Purchase” means a right to purchase Restricted Stock granted to an Offeree pursuant to Article 6 hereof. 
  
 2.29 Service Provider. “Service Provider” means a consultant or other person or entity who provides
services to the Company or an Affiliated Company and who the Administrator authorizes to become a Participant in the Plan. 
  
 2.30 Restricted Stock Purchase Agreement. “Restricted Stock Purchase Agreement” means the written agreement entered into between the
Company and the Offeree with respect to a Right to Purchase offered under the Plan. 
  
 2.31 10% Shareholder. “10% Shareholder” means a person who, as of a relevant date, owns or is deemed to own (by reason of the attribution rules applicable under Section 424(d) of the Code) stock
possessing more than 10% of the total combined voting power of all classes of stock of the Company or of an Affiliated Company. 
  

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 2.32 Securities Act. “Securities Act” shall mean the Securities Act of 1933, as amended.

  
 ARTICLE 3. 
  
 ELIGIBILITY 
  
 3.1 Incentive Options. Officers and other key employees of the Company
or of an Affiliated Company (including members of the Board if they are employees of the Company or of an Affiliated Company) are eligible to receive Incentive Options under the Plan. 
  
 3.2 Nonqualified Options and Rights to Purchase. Officers and other key employees of the Company or of an Affiliated
Company, members of the Board (whether or not employed by the Company or an Affiliated Company), and Service Providers are eligible to receive Nonqualified Options or Rights to Purchase under the Plan. 
  
 3.3 Limitation on Shares. In no event shall any Participant be granted
Options or Rights to Purchase in any one calendar year pursuant to which the aggregate number of shares of Common Stock that may be acquired thereunder exceeds 150,000 shares, subject to adjustment as to the number and kind of shares pursuant to
Section 4.2 hereof. 
  
 ARTICLE 4. 
  
 PLAN SHARES 
  
 4.1 Shares Subject to the Plan. A total of 2,785,500 shares of Common
Stock may be issued under the Plan, subject to adjustment as to the number and kind of shares pursuant to Section 4.2 hereof. For purposes of this limitation, in the event that (a) all or any portion of any Option or Right to Purchase granted or
offered under the Plan can no longer under any circumstances be exercised, or (b) any shares of Common Stock are reacquired by the Company pursuant to the terms of an Option Agreement or Restricted Stock Purchase Agreement, the shares of Common
Stock allocable to the unexercised portion of such Option or such Right to Purchase, or the shares so reacquired, shall again be available for grant or issuance under the Plan. 
  
 4.2 Changes in Capital Structure. In the event that the outstanding shares of Common Stock are hereafter increased or
decreased or changed into or exchanged for a different number or kind of shares or other securities of the Company by reason of a recapitalization, stock split, combination of shares, reclassification, stock dividend, or other change in the capital
structure of the Company, then appropriate adjustments shall be made by the Administrator to the aggregate number and kind of shares subject to this Plan, and the number and kind of shares and the price per share subject to outstanding Option
Agreements, Rights to Purchase and Restricted Stock Purchase Agreements in order to preserve, as nearly as practical, but not to increase, the benefits to Participants. 
  

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 ARTICLE 5. 
  

OPTIONS 
  
 5.1 Option Agreement. Each Option granted pursuant to this Plan shall be evidenced by an Option Agreement which shall specify the number of shares
subject thereto, the Exercise Price per share, whether the Option is an Incentive Option or Nonqualified Option and the date of the Agreement. As soon as is practical following the grant of an Option, an Option Agreement shall be duly executed and
delivered by or on behalf of the Company to the Optionee to whom such Option was granted. Each Option Agreement shall be in such form and contain such additional terms and conditions, not inconsistent with the provisions of this Plan, as the
Administrator shall, from time to time, deem desirable, including, without limitation, the imposition of any rights of first refusal and resale obligations upon any shares of Common Stock acquired pursuant to an Option Agreement. Each Option
Agreement may be different from each other Option Agreement. 
  
 5.2 Exercise Price. The Exercise Price per share of Common Stock covered by each Option shall be determined by the Administrator, subject to the following: (a) the Exercise Price of an Incentive Option shall not be less than 100% of
Fair Market Value on the date the Incentive Option is granted, (b) the Exercise Price of a Nonqualified Option shall not be less than 85% of Fair Market Value on the date the Nonqualified Option is granted, and (c) if the person to whom an Option is
granted is a 10% Shareholder on the date of grant, the Exercise Price shall not be less than 110% of Fair Market Value on the date the Option is granted and (d) if the Administrator determines that an option is intended to qualify as
“performance-based compensation” exempt from the limitation on deductibility imposed by Section 162(m) of the Code, the Exercise Price shall not be less than 100% of Fair Market Value on the date the Option is granted. 
  
 5.3 Payment of Exercise Price. Payment of the Exercise Price shall be
made upon exercise of an Option and may be made, in the discretion of the Administrator, subject to any legal restrictions, by: (a) cash; (b) check; (c) the surrender of shares of Common Stock owned by the Optionee that have been held by the
Optionee for at least six (6) months, which surrendered shares shall be valued at Fair Market Value as of the date of such exercise; (d) the Optionee’s promissory note in a form and on terms acceptable to the Administrator; (e) the cancellation
of indebtedness of the Company to the Optionee; (f) the waiver of compensation due or accrued to the Optionee for services rendered; (g) provided that a public market for the Common Stock exists, a “same day sale” commitment from the
Optionee and an NASD Dealer whereby the Optionee irrevocably elects to exercise the Option and to sell a portion of the shares so purchased to pay for the Exercise Price and whereby the NASD Dealer irrevocably commits upon receipt of such shares to
forward the Exercise Price directly to the Company; (h) provided that a public market for the Common Stock exists, a “margin” commitment from the Optionee and an NASD Dealer whereby the Optionee irrevocably elects to exercise the Option
and to pledge the shares so purchased to the NASD Dealer in a margin account as security for a loan from the NASD Dealer in the amount of the Exercise Price, and whereby the NASD Dealer irrevocably commits upon receipt of such shares to forward the
Exercise Price directly to the Company; or (i) any combination of the foregoing methods of payment or any other consideration or method of payment as shall be permitted by applicable corporate law. 
  
 5.4 Term and Termination of Options. The term and provisions for
termination of each Option shall be as fixed by the Administrator, but no Option may be exercisable more than ten (10) years after the date it is granted. An Incentive Option granted to a person who is a 10% Shareholder on the date of grant shall
not be exercisable more than five (5) years after the date it is granted. 
  

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 5.5 Vesting and Exercise of Options. Each Option shall vest and become exercisable in one or more
installments at such time or times and subject to such conditions, including without limitation the achievement of specified performance goals or objectives, as shall be determined by the Administrator; provided, however that Options granted to
employees who are not officers, members of the Board or Service Providers shall vest and become exercisable in installments of a minimum of 20% per year over a period of five (5) years from the date the Option is granted. 
  
 5.6 Annual Limit on Incentive Options. To the extent required for
“incentive stock option” treatment under Section 422 of the Code, the aggregate Fair Market Value (determined as of the time of grant) of the Common Stock shall not, with respect to which Incentive Options granted under this Plan and any
other plan of the Company or any Affiliated Company become exercisable for the first time by an Optionee during any calendar year, exceed $100,000. 
  
 5.7 Nontransferability of Options. No Option shall be assignable or transferable except by will or the laws of descent and distribution, and during
the life of the Optionee shall be exercisable only by such Optionee. 
  
 5.8 Rights as Stockholder. An Optionee or permitted transferee of an Option shall have no rights or privileges as a stockholder with respect to any shares covered by an Option until such Option has been duly exercised and
certificates representing shares purchased upon such exercise have been issued to such person. 
  
 5.9 Company’s Repurchase Plan. In the event of termination of a Participant’s Continuous Service for any reason whatsoever (including death or disability), the Option Agreement may provide, in the
discretion of the Administrator, that the Company, or its assignee, shall have the right, exercisable at the discretion of the Administrator, to repurchase shares of Common Stock acquired pursuant to the exercise of an Option at any time prior to
the consummation of the Company’s initial public offering of securities in an offering registered under the Securities Act of 1933, as amended, and at the price equal to the Fair Market Value per share of Common Stock (determined in accordance
with Section 2.12 hereof) as of the date of termination of Participant’s Continuous Service. 
  
 5.10 Restrictions on Underlying Shares of Common Stock. Shares of Common Stock issued pursuant to the exercise of an Option may not be sold,
assigned, transferred, pledged or otherwise encumbered or disposed of except as specifically provided in the Option Agreement. 
  
 ARTICLE 6. 
  
 RIGHTS TO PURCHASE 
  
 6.1 Nature of Right to Purchase. A Right to Purchase granted to an Offeree entitles the Offeree to purchase, for a Purchase Price determined by the Administrator, shares of Common Stock subject to such terms,
restrictions and conditions as the Administrator may determine at the time of grant (“Restricted Stock”). Such conditions may include, but are not limited to, continued employment or the achievement of specified performance goals or
objectives. 
  

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 6.2 Acceptance of Right to Purchase. An Offeree shall have no rights with respect to the
Restricted Stock subject to a Right to Purchase unless the Offeree shall have accepted the Right to Purchase within ten (10) days (or such longer or shorter period as the Administrator may specify) following the grant of the Right to Purchase by
making payment of the full Purchase Price to the Company in the manner set forth in Section 6.3 hereof and by executing and delivering to the Company a Restricted Stock Purchase Agreement. Each Restricted Stock Purchase Agreement shall be in such
form, and shall set forth the Purchase Price and such other terms, conditions and restrictions of the Restricted Stock, consistent with the provisions of this Plan, as the Administrator shall, from time to time, deem desirable. Each Restricted Stock
Purchase Agreement may be different from each other Restricted Stock Purchase Agreement. 
  
 6.3 Payment of Purchase Price. Subject to any legal restrictions, payment of the Purchase Price upon acceptance of a Right to Purchase Restricted Stock may be made, in the discretion of the Administrator, by:
(a) cash; (b) check; (c) the surrender of shares of Common Stock owned by the Offeree that have been held by the Offeree for at least six (6) months, which surrendered shares shall be valued at Fair Market Value as of the date of such exercise; (d)
the Offeree’s promissory note in a form and on terms acceptable to the Administrator; (e) the cancellation of indebtedness of the Company to the Offeree; (f) the waiver of compensation due or accrued to the Offeree for services rendered; or (g)
any combination of the foregoing methods of payment or any other consideration or method of payment as shall be permitted by applicable corporate law. 
  
 6.4 Rights as a Stockholder. Upon complying with the provisions of Section 6.2 hereof, an Offeree shall have the rights of a stockholder with
respect to the Restricted Stock purchased pursuant to the Right to Purchase, including voting and dividend rights, subject to the terms, restrictions and conditions as are set forth in the Restricted Stock Purchase Agreement. Unless the
Administrator shall determine otherwise, certificates evidencing shares of Restricted Stock shall remain in the possession of the Company until such shares have vested in accordance with the terms of the Restricted Stock Purchase Agreement.

  
 6.5 Restrictions. Shares of Restricted Stock may not be
sold, assigned, transferred, pledged or otherwise encumbered or disposed of except as specifically provided in the Restricted Stock Purchase Agreement. In the event of termination of a Participant’s Continuous Service for any reason whatsoever
(including death or disability), the Restricted Stock Purchase Agreement may provide, in the discretion of the Administrator, that the Company shall have the right, exercisable at the discretion of the Administrator, to repurchase (i) at the
original Purchase Price, any shares of Restricted Stock which have not vested as of the date of termination, and (ii) at Fair Market Value, any shares of Restricted Stock which have vested as of such date, on such terms as may be provided in the
Restricted Stock Purchase Agreement. The repurchase right provided in this Section 6.5 (i) shall terminate and be of no further force or effect following the consummation of an underwritten public offering of the Company’s Common Stock and (ii)
in respect to the vested shares only, shall terminate and be of no further force or effect following the consummation of a Change in Control. 
  
 6.6 Vesting of Restricted Stock. The Restricted Stock Purchase Agreement shall specify the date or dates, the performance goals or objectives which
must be achieved, and any other conditions on which the Restricted Stock may vest. 
  

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 6.7 Dividends. If payment for shares of Restricted Stock is made by promissory note, any cash
dividends paid with respect to the Restricted Stock may be applied, in the discretion of the Administrator, to repayment of such note. 
  
 6.8 Nonassignability of Rights. No Right to Purchase shall be assignable or transferable except by will or the laws of descent and distribution.

  
 ARTICLE 7. 
  
 ADMINISTRATION OF THE PLAN 
  
 7.1 Administrator. Authority to control and manage the operation and
administration of the Plan shall be vested in the Board, which may delegate such responsibilities in whole or in part to a committee consisting of two (2) or more members of the Board (the “Committee”). Members of the Committee may be
appointed from time to time by, and shall serve at the pleasure of, the Board. As used herein, the term “Administrator” means the Board or, with respect to any matter as to which responsibility has been delegated to the Committee, the term
Administrator shall mean the Committee. 
  
 7.2 Powers of the
Administrator. In addition to any other powers or authority conferred upon the Administrator elsewhere in the Plan or by law, the Administrator shall have full power and authority: (a) to determine the persons to whom, and the time or times at
which, Incentive Options or Nonqualified Options shall be granted and Rights to Purchase shall be offered, the number of shares to be represented by each Option and Right to Purchase and the consideration to be received by the Company upon the
exercise thereof; (b) to interpret the Plan; (c) to create, amend or rescind rules and regulations relating to the Plan; (d) to determine the terms, conditions and restrictions contained in, and the form of, Option Agreements and Restricted Stock
Purchase Agreements; (e) to determine the identity or capacity of any persons who may be entitled to exercise a Participant’s rights under any Option or Right to Purchase under the Plan; (f) to correct any defect or supply any omission or
reconcile any inconsistency in the Plan or in any Option Agreement or Restricted Stock Purchase Agreement; (g) to accelerate the vesting of any Option or release or waive any repurchase rights of the Company with respect to Restricted Stock; (h) to
extend the exercise date of any Option or acceptance date of any Right to Purchase; (i) to provide for rights of first refusal and/or repurchase rights; (j) to amend outstanding Option Agreements and Stock Purchase Agreements to provide for, among
other things, any change or modification which the Administrator could have provided for upon the grant of an Option or Right to Purchase or in furtherance of the powers provided for herein; and (k) to make all other determinations necessary or
advisable for the administration of the Plan, but only to the extent not contrary to the express provisions of the Plan. Any action, decision, interpretation or determination made in good faith by the Administrator in the exercise of its authority
conferred upon it under the Plan shall be final and binding on the Company and all Participants. 
  
 7.3 Limitation on Liability. No employee of the Company or member of the Board or Committee shall be subject to any liability with respect to
duties under the Plan unless the person acts fraudulently or in bad faith. To the extent permitted by law, the Company shall indemnify each member of the Board or Committee, and any employee of the Company with duties under the Plan, who was or is a
party, or is threatened to be made a party, to any threatened, pending or completed proceeding, whether civil, criminal, administrative or investigative, by reason of such person’s conduct in the performance of duties under the Plan.

  

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 ARTICLE 8. 
  

CHANGE IN CONTROL 
  
 8.1 Change in Control. In order to preserve a Participant’s rights in the event of a Change in Control of the Company: 
  
 (a) Vesting of outstanding Options and repurchase rights set forth in
Section 6.5 hereof (the “Repurchase Rights”) shall accelerate automatically effective as of immediately prior to the consummation of the Change in Control unless the Options or Repurchase Rights are to be assumed by the acquiring or
successor entity (or parent thereof) or new options, new Rights to Purchase or New Incentives (as defined below) are to be issued in exchange therefor, as provided in subsections (b) and (e) below. If Options or Repurchase Rights shall accelerate or
terminate pursuant to the provisions of subsections (a) or (e), then the Administrator shall cause written notice of the proposed Change in Control transaction to be given to Participants not less than fifteen (15) days prior to the anticipated
effective date of the proposed transaction. 
  
 (b) In the
event of a Change of Control of the Company, the time period relating to the exercise or realization of (i) fifty percent (50%) of the then-unvested Options held by any officer or member of the Board or as otherwise determined by the Administrator,
and (ii) twenty-five percent (25%) of the then-unvested Options held by all other Participants, unless otherwise specifically provided in a Participant’s Option Agreement, shall become exercisable and the remaining unvested Options shall
continue to vest thereafter in installments on each vesting date as provided in a Participant’s Option Agreement, each such installment to be reduced by a pro-rata portion of the Options which have become exercisable pursuant to clause (i) or
(ii) above, as applicable, if and to the extent that: (i) the Options (including the unvested portion thereof) are to be assumed by the acquiring or successor entity (or parent thereof) or new options of comparable value are to be issued in exchange
therefor pursuant to the terms of the Change in Control transaction, or (ii) the Options (including the unvested portion thereof) are to be replaced by the acquiring or successor entity (or parent thereof) with other incentives of comparable value
under a new incentive program (“New Incentives”) containing such terms and provisions as the Administrator in its discretion may consider equitable. If outstanding Options are assumed, or if new options of comparable value are issued in
exchange therefor, then each such Option or new option shall be appropriately adjusted, concurrently with the Change in Control, to apply to the number and class of securities or other property that the Participant would have received pursuant to
the Change in Control transaction in exchange for the shares issuable upon exercise of the Option had the Option been exercised immediately prior to the Change in Control, and appropriate adjustment also shall be made to the Exercise Price such that
the aggregate Exercise Price of each such Option or new option shall remain the same as nearly as practicable. 
  
 (c) The Administrator in its discretion may provide, and for officers and members of the Board shall provide, in an Option Agreement that if such
Option is assumed by an acquiring or successor entity (or parent thereof) or a new option of comparable value or New Incentive is issued in exchange therefor pursuant to the terms of a Change in Control transaction, then vesting of the remaining
unvested Option, the new option or the New Incentive shall accelerate in full for officers and members of the Board, and for all others by an additional amount to be determined by the Administrator if and at such time as the Participant’s
Continuous Service is terminated pursuant to a Participant’s Involuntary Termination within twelve (12) months following the date of the consummation of the Change in Control, pursuant to such terms and conditions as shall be set forth in the
Option Agreement. 
  

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 (d) If outstanding Options will accelerate pursuant to subsection (a) above, the Administrator in
its discretion may provide, in connection with the Change in Control transaction, for the purchase or exchange of each Option for an amount of cash or other property having a value equal to the difference (or “spread”) between: (x) the
value of the cash or other property that the Participant would have received pursuant to the Change in Control transaction in exchange for the shares issuable upon exercise of the Option had the Option been exercised immediately prior to the Change
in Control minus (y) the Exercise Price of the Option. 
  
 (e)
In the event of a Change in Control of the Company, (i) fifty percent (50%) of the Repurchase Rights held by any officer or member of the Board or as otherwise determined by the Administrator, and (ii) twenty-five percent (25%) of the Repurchase
Rights held by all other Participants, unless otherwise specifically provided in a Participant’s Restricted Stock Purchase Agreement, shall automatically terminate and the shares of Common Stock subject to such terminated Repurchase Rights
shall immediately vest thereafter in installments on each vesting date as provided in a Participant’s Restricted Stock Purchase Agreement, each such installment to be reduced by a pro-rata portion of the Repurchase Rights which have terminated
pursuant to clause (i) or (ii) above, as applicable, if and to the extent that: (i) the Rights to Purchase or the Restricted Stock Purchase Agreements are to be assumed or continued by the acquiring or successor entity (or parent thereof) or (ii)
new agreements of comparable value or New Incentives are to be issued in exchange therefor pursuant to the terms of the Change in Control transaction covering shares of a successor corporation, containing such terms and provisions as the
Administrator in its discretion may consider equitable. If outstanding Rights to Purchase are assumed, or if new Rights to Purchase are issued in exchange therefor, then each such Right to Purchase shall be appropriately adjusted, concurrently with
the Change in Control, to apply to the number and class of securities or other property that the Participant would have received pursuant to the Change in Control transaction in exchange for the shares covered by such Right to Purchase had the Right
to Purchase been exercised immediately prior to the Change in Control. 
  
 (f) The Administrator in its discretion may provide, and for officers and members of the Board shall provide, in any Restricted Stock Purchase Agreement that if, such Restricted Stock Purchase Agreement or new agreements of
comparable value covering shares of a successor corporation (with appropriate adjustments as to the number and kind of shares and purchase price) or New Incentives are issued in exchange therefor pursuant to the terms of a Change in Control
transaction, then any Repurchase Right provided for in such Restricted Stock Purchase Agreement shall terminate, and the shares of Common Stock subject to the terminated Repurchase Right or any substituted shares shall immediately vest in full for
officers and members of the Board, and for all others by an additional amount to be determined by the Administrator if and at such time as the Participant’s Continuous Service is terminated pursuant to a Participant’s Involuntary
Termination within twelve (12) months following the date of the consummation of the Change in Control, pursuant to such terms and conditions as shall be set forth in the Restricted Stock Purchase Agreement. 
  
 (g) Outstanding Options and Rights to Purchase shall terminate and
cease to be exercisable upon consummation of a Change in Control except to the extent that the Options or Rights to Purchase are assumed by the successor entity (or parent thereof) or new options or rights to purchase of comparable value or New
Incentives are issued in exchange therefor pursuant to the terms of the Change in Control transaction. 
  

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 ARTICLE 9. 
  

AMENDMENT AND TERMINATION OF THE PLAN 
  
 9.1 Amendments. The Board may from time to time alter, amend, suspend or terminate the Plan in such respects as the Board may deem advisable. No
such alteration, amendment, suspension or termination shall be made which shall substantially affect or impair the rights of any Participant under an outstanding Option Agreement or Restricted Stock Purchase Agreement without such Participant’s
consent. The Board may alter or amend the Plan to comply with requirements under the Code relating to Incentive Options or other types of options which give Optionees more favorable tax treatment than that applicable to Options granted under this
Plan as of the date of its adoption. Upon any such alteration or amendment, any outstanding Option granted hereunder may, if the Administrator so determines and if permitted by applicable law, be subject to the more favorable tax treatment afforded
to an Optionee pursuant to such terms and conditions. 
  
 9.2
Plan Termination. Unless the Plan shall theretofore have been terminated, the Plan shall terminate on the tenth (10th) anniversary of the Effective Date and no Options or Rights to Purchase may be granted under the Plan thereafter, but Option
Agreements, Restricted Stock Purchase Agreements and Rights to Purchase then outstanding shall continue in effect in accordance with their respective terms. 
  
 ARTICLE 10. 
  
 TAX WITHHOLDING 
  
 10.1 Withholding. The Company shall have the power to withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy any applicable Federal, state, and local tax withholding
requirements with respect to any Options exercised or Restricted Stock issued under the Plan. To the extent permissible under applicable tax, securities and other laws, the Administrator may, in its sole discretion and upon such terms and conditions
as it may deem appropriate, permit a Participant to satisfy his or her obligation to pay any such tax, in whole or in part, up to an amount determined on the basis of the highest marginal tax rate applicable to such Participant, by (a) directing the
Company to apply shares of Common Stock to which the Participant is entitled as a result of the exercise of an Option or as a result of the purchase of or lapse of restrictions on Restricted Stock or (b) delivering to the Company shares of Common
Stock owned by the Participant. The shares of Common Stock so applied or delivered in satisfaction of the Participant’s tax withholding obligation shall be valued at their Fair Market Value as of the date of measurement of the amount of income
subject to withholding. 
  
 ARTICLE 11. 
  
 MISCELLANEOUS 
  
 11.1 Benefits Not Alienable. Other than as provided above, benefits
under the Plan may not be assigned or alienated, whether voluntarily or involuntarily. Any unauthorized attempt at assignment, transfer, pledge or other disposition shall be without effect. 
  

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 11.2 No Enlargement of Employee Rights. This Plan is strictly a voluntary undertaking on the part
of the Company and shall not be deemed to constitute a contract between the Company and any Participant to be consideration for, or an inducement to, or a condition of, the employment of any Participant. Nothing contained in the Plan shall be deemed
to give the right to any Participant to be retained as an employee of the Company or any Affiliated Company or to limit the right of the Company or any Affiliated Company to discharge any Participant at any time. 
  
 11.3 Application of Funds. The proceeds received by the Company from
the sale of Common Stock pursuant to Option Agreements and Restricted Stock Purchase Agreements, except as otherwise provided herein, will be used for general corporate purposes. 
  

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