EX-10.12



 Exhibit 10.12 

THE 2006 KEY MANAGEMENT INCENTIVE AWARD PLAN 

OF 
 PETCO ANIMAL SUPPLIES, INC.

 PETCO Animal Supplies, Inc., a Delaware corporation (the “Company”), has adopted the 2006 Incentive Award Plan of PETCO Animal
Supplies, Inc. (the “Plan”), effective as of November 17, 2006, for the benefit of its eligible employees, consultants and directors. 

The purposes of the Plan are as follows: 

(1) To provide an additional incentive for Independent Directors, Employees and Consultants (as such terms are defined below) to further the
growth, development and financial success of the Company by personally benefiting through the ownership of Company stock and/or rights which recognize such growth, development and financial success. 

(2) To enable the Company to obtain and retain the services of Independent Directors, Employees and Consultants considered essential to the
long range success of the Company by offering them an opportunity to own stock in the Company and/or rights which will reflect the growth, development and financial success of the Company. 

ARTICLE I. 
 DEFINITIONS

 Wherever the following terms are used in the Plan they shall have the meanings specified below, unless the context clearly indicates
otherwise. The singular pronoun shall include the plural where the context so indicates. 
 1.1 “Administrator” shall mean
the entity that conducts the general administration of the Plan as provided herein. With reference to the administration of the Plan with respect to Options granted to Independent Directors, the term “Administrator” shall refer to the
Board. With reference to the administration of the Plan with respect to any other Award, the term “Administrator” shall refer to the Committee unless the Board has assumed the authority for administration of the Plan generally as provided
in Section 10.2. 
 1.2 “Award” shall mean an Option, a Restricted Stock award, a Non-Restricted Stock award, a
Performance Award, a Dividend Equivalents award, a Deferred Stock award or a Stock Appreciation Right which may be awarded or granted under the Plan (collectively, “Awards”). 

1.3 “Award Agreement” shall mean a written agreement executed by an authorized officer of the Company and the Holder which
shall contain such terms and conditions with respect to an Award as the Administrator shall determine, consistent with the Plan. 
 1.4
“Board” shall mean the Board of Directors of the Company. 







 1.5 A “Change in Control” shall be deemed to occur: 

(a) if any person or entity (other than, individually or collectively, TPG Partners IV, L.P., TPG Partners V, L.P., Green
Equity Investors IV, L.P. and/or their respective affiliates) is or becomes the “beneficial owner” (within the meaning of 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; 
 (b) upon the consummation of a Transaction
which was previously approved by the Company’s stockholders; or 
 (c) during the term of the Plan, the first day on
which a majority of the members of the Board are not Continuing Directors. 
 Notwithstanding the foregoing, a Change in
Control pursuant to subparagraphs (b) and (c) above shall not be deemed to occur if immediately following the consummation of a Transaction or other event approved by the Board, holders of the Company’s voting securities immediately
prior to a Transaction either continue to own at least 50% of the combined voting power of the Company’s then outstanding voting securities if the Company survives the Transaction or then own voting securities representing at least 50% of the
combined voting power of each surviving entity after a Transaction. 
 1.6 “Code” shall mean the Internal Revenue Code of
1986, as amended. 
 1.7 “Committee” shall mean the Compensation Committee of the Board, or another committee or
subcommittee of the Board, appointed as provided in Section 10.1. 
 1.8 “Common Stock” shall mean the common stock of
the Company, par value $0.001 per share. 
 1.9 “Company” shall mean PETCO Animal Supplies, Inc., a Delaware corporation.

 1.10 “Consultant” shall mean any consultant or adviser if: 

(a) The consultant or adviser renders bona fide services to the Company; 

(b) The services rendered by the consultant or adviser are not in connection with the offer or sale of securities in a
capital-raising transaction and do not directly or indirectly promote or maintain a market for the Company’s securities; and 

(c) The consultant or adviser is a natural person who has contracted directly with the Company to render such services. 

  
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 1.11 “Continuing Directors” shall mean, as of any date of determination, any
member of the Board who: 
 (a) was a member of the Board on the date hereof; or 

(b) was nominated for election or elected to the Board with the approval of a majority of the Continuing Directors who were
members of the Board at the time of such nomination or election. 
 1.12 “Deferred Stock” shall mean Common Stock awarded
under Article VIII of the Plan. 
 1.13 “Dividend Equivalent” shall mean a right to receive the equivalent value (in cash
or Common Stock) of dividends paid on Common Stock, awarded under Article VIII of the Plan. 
 1.14 “DRO” shall mean a
domestic relations order as defined by the Code or Title I of the Employee Retirement Income Security Act of 1974, as amended, or the rules thereunder. 

1.15 “Employee” shall mean any officer or other employee (as defined in accordance with Section 3401(c) of the Code) of
the Company, or of any corporation which is a Subsidiary. 
 1.16 “Exchange Act” shall mean the Securities Exchange Act of
1934, as amended. 
 1.17 “Fair Market Value” of a share of Common Stock as of a given date shall be (a) the closing
price of a share of Common Stock on the principal exchange on which shares of Common Stock are then trading, if any (or as reported on any composite index which includes such principal exchange), on the trading day previous to such date, or if
shares were not traded on the trading day previous to such date, then on the next preceding date on which a trade occurred, or (b) if Common Stock is not traded on an exchange but is quoted on NASDAQ or a successor quotation system, the mean
between the closing representative bid and asked prices for the Common Stock on the trading day previous to such date as reported by NASDAQ or such successor quotation system, or (c) if Common Stock is not publicly traded on an exchange and not
quoted on NASDAQ or a successor quotation system, the fair market value of a share of Common Stock as established by the Administrator acting in good faith 

1.18 “Holder” shall mean a person who has been granted or awarded an Award. 

1.19 “Independent Director” shall mean a member of the Board who is not an Employee of the Company. 

1.20 “Incentive Stock Option” shall mean an option which conforms to the applicable provisions of Section 422 of the
Code and which is designated as an Incentive Stock Option by the Administrator. 

  
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 1.21 “Non-Qualified Stock Option” shall mean an Option which is not designated
as an Incentive Stock Option by the Administrator. 
 1.22 “Non-Restricted Stock” shall mean Common Stock awarded under
Article VII of the Plan. 
 1.23 “Option” shall mean a stock option granted under Article IV of the Plan. An Option granted
under the Plan shall, as determined by the Administrator, be either a Non-Qualified Stock Option or an Incentive Stock Option; provided, however, that Options granted to Consultants who are not Employees and Independent Directors shall
be Non-Qualified Stock Options. 
 1.24 “Performance Award” shall mean a cash bonus, stock bonus or other performance or
incentive award that is paid in cash, Common Stock or a combination of both, awarded under Article VIII of the Plan. 
 1.25
“Performance Criteria” shall mean the following business criteria with respect to the Company, any Subsidiary or any division or operating unit: (a) net income, (b) pre-tax income, (c) operating income, (d) cash
flow, (e) earnings per share, (f) return on equity, (g) return on invested capital or assets, (h) cost reductions or savings, (i) funds from operations, (j) appreciation in the fair market value of Common Stock, and
(k) earnings before any one or more of the following items: interest, taxes, depreciation or amortization. 
 1.26
“Plan” shall mean the 2006 Key Management Incentive Award Plan of PETCO Animal Supplies, Inc. 
 1.27 “Principal
Stockholder” shall mean TPG Partners IV, L.P., TPG Partners V, L.P. and Green Equity Investors IV, L.P., in the aggregate, and their respective affiliates. 

1.28 “Public Trading Date” shall mean the first date upon which Common Stock of the Company is listed (or approved for
listing) upon notice of issuance on any securities exchange or designated (or approved for designation) upon notice of issuance as a national market security on an interdealer quotation system. 

1.29 “Restricted Stock” shall mean Common Stock awarded under Article VII of the Plan. 

1.30 “Stock Appreciation Right” shall mean a stock appreciation right granted under Article IX of the Plan. 

1.31 “Sponsor Price “ shall mean $1.00 per share of Common Stock. 

1.32 “Subsidiary” shall mean any corporation in an unbroken chain of corporations beginning with the Company if each of the
corporations other than the last corporation in the unbroken chain then owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. 

  
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 1.33 “Substitute Award” shall mean an Option granted under this Plan upon the
assumption of, or in substitution for, outstanding equity awards previously granted by a company or other entity in connection with a corporate transaction, such as a merger, combination, consolidation or acquisition of property or stock; provided,
however, that in no event shall the term “Substitute Award” be construed to refer to an award made in connection with the cancellation and repricing of an Option. 

1.34 “Termination Of Consultancy” shall mean the time when the engagement of a Holder as a Consultant to the Company or a
Subsidiary is terminated for any reason, with or without cause, including, but not by way of limitation, by resignation, discharge, death or retirement, but excluding terminations where there is a simultaneous commencement of employment with the
Company or any Subsidiary. The Administrator, in its absolute discretion, shall determine the effect of all matters and questions relating to Termination of Consultancy, including, but not by way of limitation, the question of whether a Termination
of Consultancy resulted from a discharge for good cause, and all questions of whether a particular leave of absence constitutes a Termination of Consultancy. Notwithstanding any other provision of the Plan, the Company or any Subsidiary has an
absolute and unrestricted right to terminate a Consultant’s service at any time for any reason whatsoever, with or without cause, except to the extent expressly provided otherwise in writing. 

1.35 “Termination Of Directorship” shall mean the time when a Holder who is an Independent Director ceases to be an
Independent Director for any reason, including, but not by way of limitation, a termination by resignation, failure to be elected, death or retirement. The Board, in its sole and absolute discretion, shall determine the effect of all matters and
questions relating to Termination of Directorship with respect to Independent Directors. 
 1.36 “Termination Of
Employment” shall mean the time when the employee-employer relationship between a Holder and the Company or any Subsidiary is terminated for any reason, with or without cause, including, but not by way of limitation, a termination by
resignation, discharge, death, disability or retirement; but excluding (a) terminations where there is a simultaneous reemployment or continuing employment of a Holder by the Company or any Subsidiary, (b) at the discretion of the
Administrator, terminations which result in a temporary severance of the employee-employer relationship, and (c) at the discretion of the Administrator, terminations which are followed by the simultaneous establishment of a consulting
relationship by the Company or a Subsidiary with the former employee. The Administrator, in its absolute discretion, shall determine the effect of all matters and questions relating to Termination of Employment, including, but not by way of
limitation, the question of whether a Termination of Employment resulted from a discharge for good cause, and all questions of whether a particular leave of absence constitutes a Termination of Employment. 

1.37 A “Transaction” means a merger, consolidation or reorganization, a distribution of the Company’s assets to the
stockholders of the Company by spin-off, split-up or otherwise, a sale or disposition of all or substantially all of the Company’s assets or a liquidation or dissolution of the Company. 

  
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 ARTICLE II. 

SHARES SUBJECT TO PLAN 

2.1 Shares Subject to Plan. 

(a) The shares of stock subject to Awards shall be Common Stock. 

(b) Subject to adjustment as provided in Section 11.3, the aggregate number of shares of the Company’s Common Stock
which may be issued upon exercise of Options or rights or upon any such Award under the Plan, together with any number of shares of the Company’s Common Stock available for issuance under the PETCO Animal Supplies, Inc. 2006 Senior Executive
Incentive Award Plan, shall be eight million (8,000,000) (the “Aggregate Limit”); provided, however, that, with respect to Incentive Stock Options, in no event shall the aggregate number of shares of the Company’s
Common Stock which may be issued upon exercise of Incentive Stock Options exceed eight million (8,000,000). 
 2.2 Add-Back of Options
and Other Rights. If any Option, or other right to acquire shares of Common Stock under any other Award under the Plan, expires or is canceled without having been fully exercised, or is exercised in whole or in part for cash as permitted by the
Plan, the number of shares subject to such Option or other right but as to which such Option or other right was not exercised prior to its expiration, cancellation or exercise may again be optioned, granted or awarded hereunder, subject to the
limitations of Section 2.1. Furthermore, any shares subject to Awards which are adjusted pursuant to Section 11.3 and become exercisable with respect to shares of stock of another corporation shall be considered cancelled and may again be
optioned, granted or awarded hereunder, subject to the limitations of Section 2.1. Shares of Common Stock which are delivered by the Holder or withheld by the Company upon the exercise of any Award under the Plan, in payment of the exercise
price thereof or tax withholding thereon, may again be optioned, granted or awarded hereunder, subject to the limitations of Section 2.1. If any shares of Restricted Stock are surrendered by the Holder or repurchased by the Company pursuant to
Section 7.4 or 7.5 hereof, such shares may again be optioned, granted or awarded hereunder, subject to the limitations of Section 2.1. Notwithstanding the provisions of this Section 2.2, no shares of Common Stock may again be
optioned, granted or awarded if such action would cause an Incentive Stock Option to fail to qualify as an incentive stock option under Section 422 of the Code. 

ARTICLE III. 
 GRANTING OF
AWARDS 
 3.1 Award Agreement. Each Award shall be evidenced by an Award Agreement. Award Agreements evidencing Incentive Stock
Options shall contain such terms and conditions as may be necessary to meet the applicable provisions of Section 422 of the Code. 

3.2 Consideration. In consideration of the granting of an Award under the Plan, in the sole and absolute discretion of the
Administrator, the Holder shall agree, in the Award Agreement, to remain in the employ of (or to consult for or to serve as an Independent 

  
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Director of, as applicable) the Company or any Subsidiary for a period of at least one year (or such shorter period as may be fixed in the Award Agreement or by action of the Administrator
following grant of the Award) after the Award is granted (or, in the case of an Independent Director, until the next annual meeting of stockholders of the Company). 

3.3 At-Will Employment. Nothing in the Plan or in any Award Agreement hereunder shall confer upon any Holder any right to continue in
the employ of, or as a Consultant for, the Company or any Subsidiary, or as an Independent Director of the Company, or shall interfere with or restrict in any way the rights of the Company and any Subsidiary, which are hereby expressly reserved, to
discharge any Holder at any time for any reason whatsoever, with or without cause, except to the extent expressly provided otherwise in a written employment agreement between the Holder and the Company or any Subsidiary. 

ARTICLE IV. 
 GRANTING OF
OPTIONS TO EMPLOYEES, CONSULTANTS 
 AND INDEPENDENT DIRECTORS 

4.1 Eligibility. Any Employee, Consultant or Independent Director selected by the Committee pursuant to Section 4.4(a)(i) shall be
eligible to be granted an Option. 
 4.2 Disqualification For Stock Ownership. No person may be granted an Incentive Stock Option
under the Plan if such person, at the time the Incentive Stock Option is granted, owns stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or any then existing Subsidiary or parent corporation
(within the meaning of Section 422 of the Code) unless such Incentive Stock Option conforms to the applicable provisions of Section 422 of the Code. 

4.3 Qualification of Incentive Stock Options. No Incentive Stock Option shall be granted to any person who is not an Employee. 

4.4 Granting of Options to Employees, Consultants and Independent Directors. 

(a) The Committee shall from time to time, in its absolute discretion, and subject to applicable limitations of the Plan: 

(i) Select from among the Employees, Independent Directors or Consultants (including Employees, Independent Directors or
Consultants who have previously received Awards under the Plan) such of them as in its opinion should be granted Options; 

(ii) Determine the number of shares to be subject to such Options granted to the selected Employees, Independent Directors or
Consultants; 
 (iii) Subject to Section 4.3, determine whether such Options are to be Incentive Stock Options or
Non-Qualified Stock Options; and 
 (iv) Determine the terms and conditions of such Options, consistent with the Plan. 

  
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 (b) Upon the selection of an Employee, Independent Director or Consultant to be
granted an Option, the Committee shall instruct the Secretary of the Company to issue the Option and may impose such conditions on the grant of the Option as it deems appropriate. 

(c) Any Incentive Stock Option granted under the Plan may be modified by the Committee, with the consent of the Holder, to
disqualify such Option from treatment as an “incentive stock option” under Section 422 of the Code. 
 4.5 Options in Lieu
of Cash Compensation. Options may be granted under the Plan to Employees, Independent Directors and Consultants in lieu of cash bonuses which would otherwise be payable to such Employees, Independent Directors and Consultants, pursuant to such
policies which may be adopted by the Administrator from time to time. 
 ARTICLE V. 

TERMS OF OPTIONS 
 5.1
Option Price. The price per share of the shares subject to each Option granted to Employees, Independent Directors and Consultants shall be set by the Committee; provided, however, that such price shall be no less than 100% of the Fair
Market Value of a share of Common Stock on the date the Option is granted and: 
 (a) In the case of Incentive Stock Options
such price shall not be less than 100% of the Fair Market Value of a share of Common Stock on the date the Option is granted (or the date the Option is modified, extended or renewed for purposes of Section 424(h) of the Code); 

(b) In the case of Options granted to an individual then owning (within the meaning of Section 424(d) of the Code) more
than 10% of the total combined voting power of all classes of stock of the Company or any Subsidiary or parent corporation thereof (within the meaning of Section 422 of the Code), such price shall not be less than 110% of the Fair Market Value
of a share of Common Stock on the date the Option is granted (or the date the Option is modified, extended or renewed for purposes of Section 424(h) of the Code). 

5.2 Option Term. The term of an Option shall not be more than 10 years from the date the Option is granted, or, in the case of
Incentive Stock Options, five years from the date the Incentive Stock Option is granted if the Incentive Stock Option is granted to an individual then owning (within the meaning of Section 424(d) of the Code) more than 10% of the total combined
voting power of all classes of stock of the Company or any Subsidiary or parent corporation thereof (within the meaning of Section 422 of the Code). Except as limited by requirements of Section 422 of the Code and regulations and rulings
thereunder applicable to 

  
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Incentive Stock Options and Section 409A of the Code and regulations and rulings thereunder, the Committee may extend the term of any outstanding Option in connection with any Termination of
Employment or Termination of Consultancy of the Holder, or amend any other term or condition of such Option relating to such a termination. 

5.3 Option Vesting. 

(a) The period during which the right to exercise, in whole or in part, an Option granted to a Consultant, Independent Director
or Employee (who is an officer or manager) vests in the Holder shall be set by the Committee in its sole discretion; provided, however, that the period during which the right to exercise, in whole or in part, an Option granted to an
Employee (other than an officer or manager) vests in the Holder shall be at a rate of at least 20% per year over 5 years from the date the Option is granted. At any time after grant of an Option, the Committee may, in its sole and absolute
discretion and subject to whatever terms and conditions it selects, accelerate the period during which an Option granted to an Employee, Independent Director or Consultant vests. 

(b) No portion of an Option granted to an Employee, Independent Director or Consultant that is unexercisable at Termination of
Employment, Termination of Directorship or Termination of Consultancy, as applicable, shall thereafter become exercisable, except as may be otherwise provided (i) by any written employment agreement or (ii) by the Committee either in the
Award Agreement or by action of the Committee following the grant of the Option. 
 (c) To the extent that the aggregate Fair
Market Value of stock with respect to which “incentive stock options” (within the meaning of Section 422 of the Code, but without regard to Section 422(d) of the Code) are exercisable for the first time by a Holder during any
calendar year (under the Plan and all other incentive stock option plans of the Company and any parent or subsidiary corporation, within the meaning of Section 422 of the Code) of the Company, exceeds $100,000, such Options shall be treated as
Non-Qualified Stock Options to the extent required by Section 422 of the Code. The rule set forth in the preceding sentence shall be applied by taking Options into account in the order in which they were granted. For purposes of this
Section 5.3(c), the Fair Market Value of stock shall be determined as of the time the Option with respect to such stock is granted. 

5.4 Substitute Awards. Notwithstanding the foregoing provisions of this Article V to the contrary, in the case of an Option that is a
Substitute Award, the price per share of the shares subject to such Option may be less than the Fair Market Value per share on the date of grant, provided, that the excess of: 

(a) The aggregate Fair Market Value (as of the date such Substitute Award is granted) of the shares subject to the Substitute
Award; over 

  
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 (b) The aggregate exercise price thereof; does not exceed the excess of: 

(c) The aggregate fair market value (as of the time immediately preceding the transaction giving rise to the Substitute Award,
such fair market value to be determined by the Committee) of the shares of the predecessor entity that were subject to the grant assumed or substituted for by the Company; over 

(d) The aggregate exercise price of such shares. 

ARTICLE VI. 
 EXERCISE OF
OPTIONS 
 6.1 Partial Exercise. An exercisable Option may be exercised in whole or in part. However, an Option shall not be
exercisable with respect to fractional shares and the Administrator may require that, by the terms of the Option, a partial exercise be with respect to a minimum number of shares. 

6.2 Manner of Exercise. All or a portion of an exercisable Option shall be deemed exercised upon delivery of all of the following to
the Secretary of the Company or his or her office: 
 (a) A written notice complying with the applicable rules established by
the Administrator stating that the Option, or a portion thereof, is exercised. The notice shall be signed by the Holder or other person then entitled to exercise the Option or such portion of the Option; 

(b) Such representations and documents as the Administrator, in its absolute discretion, deems necessary or advisable to effect
compliance with all applicable provisions of any federal or state securities laws or regulations. The Administrator may, in its absolute discretion, also take whatever additional actions it deems appropriate to effect such compliance, including,
without limitation, placing legends on share certificates and issuing stop-transfer notices to agents and registrars; 
 (c)
In the event that the Option shall be exercised pursuant to Section 11.1 by any person or persons other than the Holder, appropriate proof of the right of such person or persons to exercise the Option; and 

(d) Full cash payment to the Secretary of the Company for the shares with respect to which the Option, or portion thereof, is
exercised. However, the Administrator may, in its discretion, (i) allow a delay in payment of up to 30 days from the date the Option, or portion thereof, is exercised; (ii) allow payment, in whole or in part, through the delivery of shares
of Common Stock which have been owned by the Holder for at least six months, duly endorsed for transfer to the Company with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof;
(iii) allow payment, in 

  
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whole or in part, through the surrender of shares of Common Stock then issuable upon exercise of the Option having a Fair Market Value on the date of Option exercise equal to the aggregate
exercise price of the Option or exercised portion thereof; (iv) allow payment, in whole or in part, through the delivery of property of any kind which constitutes good and valuable consideration; (v) allow payment, in whole or in part,
through the delivery of a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code) and payable upon such terms as may be prescribed by the Administrator;
(vi) allow payment, in whole or in part, through the delivery of a notice that the Holder has placed a market sell order with a broker with respect to shares of Common Stock then issuable upon exercise of the Option, and that the broker has
been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price, provided that payment of such proceeds is then made to the Company upon settlement of such sale; or
(vii) allow payment through any combination of the consideration provided in the foregoing subparagraphs (ii), (iii), (iv), (v) and (vi). In the case of a promissory note, the Administrator may also prescribe the form of such note and the
security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law. 

6.3 Conditions to Issuance of Stock Certificates. The Company shall not be required to issue or deliver any certificate or certificates
for shares of stock purchased upon the exercise of any Option or portion thereof prior to fulfillment of all of the following conditions: 

(a) The completion of any registration or other qualification of such shares under any state or federal law, or under the
rulings or regulations of the Securities and Exchange Commission or any other governmental regulatory body which the Administrator shall, in its absolute discretion, deem necessary or advisable; 

(b) The obtaining of any approval or other clearance from any state or federal governmental agency which the Administrator
shall, in its absolute discretion, determine to be necessary or advisable; 
 (c) The lapse of such reasonable period of time
following the exercise of the Option as the Administrator may establish from time to time for reasons of administrative convenience; and 

(d) The receipt by the Company of full payment for such shares, including payment of any applicable withholding tax, which in
the discretion of the Administrator may be in the form of consideration used by the Holder to pay for such shares under Section 6.2(d). 

6.4 Rights as Stockholders. Holders shall not be, nor have any of the rights or privileges of, stockholders of the Company in respect
of any shares purchasable upon the exercise of any part of an Option unless and until certificates representing such shares have been issued by the Company to such Holders. 

  
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 6.5 Ownership And Transfer Restrictions. The Administrator, in its absolute discretion,
may impose such restrictions on the ownership and transferability of the shares purchasable upon the exercise of an Option as it deems appropriate. Any such restriction shall be set forth in the respective Award Agreement and may be referred to on
the certificates evidencing such shares. The Holder shall give the Company prompt notice of any disposition of shares of Common Stock acquired by exercise of an Incentive Stock Option within (a) two years from the date of granting (including
the date the Option is modified, extended or renewed for purposes of Section 424(h) of the Code) such Option to such Holder, or (b) one year after the transfer of such shares to such Holder. 

6.6 Limitations On Exercise Of Options. No Option may be exercised to any extent by anyone after the first to occur of the following
events: 
 (a) The expiration of 12 months from the date of the Holder’s death; 

(b) The expiration of 12 months from the date of the Holder’s Termination of Directorship, Termination of Employment or
Termination of Consultancy by reason of his or her permanent and total disability (within the meaning of Section 22(e)(3) of the Code); 

(c) The expiration of three months from the date of the Holder’s Termination of Directorship, Termination of Employment or
Termination of Consultancy for any reason other than such Holder’s death or his or her permanent and total disability, unless the Holder dies within said three-month period; or 

(d) The expiration of 10 years from the date the Option was granted. 

6.7 Additional Limitations on Exercise of Options. Holders may be required to comply with any timing or other restrictions with respect
to the settlement or exercise of an Option as may be imposed in the discretion of the Administrator. 
 ARTICLE VII. 

AWARD OF RESTRICTED STOCK AND NON-RESTRICTED STOCK 

7.1 Eligibility. Restricted Stock and Non-Restricted Stock may be awarded to any Employee, Independent Director or Consultant who the
Committee determines should receive such an Award. 

  
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 7.2 Award of Restricted Stock. 

(a) The Committee may from time to time, in its absolute discretion: 

(i) Select from among the Employees, Independent Directors or Consultants (including Employees, Independent Directors or
Consultants who have previously received other awards under the Plan) such of them as in its opinion should be awarded Restricted Stock; and 

(ii) Determine the purchase price and other terms and conditions applicable to such Restricted Stock, consistent with the Plan.

 (b) The Committee shall establish the purchase price and form of payment for Restricted Stock; provided, however,
that such purchase price shall be no less than 100% of the Fair Market Value of the Common Stock on the date of grant or at the time the purchase is consummated. 

(c) Upon the selection of an Employee, Independent Director or Consultant to be awarded Restricted Stock, the Committee shall
instruct the Secretary of the Company to issue such Restricted Stock and may impose such conditions on the issuance of such Restricted Stock as it deems appropriate. 

7.3 Rights as Stockholders. Subject to Section 7.4, upon delivery of the shares of Restricted Stock to the escrow holder pursuant
to Section 7.6, the Holder shall have, unless otherwise provided by the Committee, all the rights of a stockholder with respect to said shares, subject to the restrictions in his or her Award Agreement, including the right to receive all
dividends and other distributions paid or made with respect to the shares; provided, however, that in the discretion of the Committee, any extraordinary distributions with respect to the Common Stock shall be subject to the restrictions set
forth in Section 7.4. 
 7.4 Restriction. All shares of Restricted Stock issued under the Plan (including any shares received by
holders thereof with respect to shares of Restricted Stock as a result of stock dividends, stock splits or any other form of recapitalization) shall, in the terms of each individual Award Agreement, be subject to such restrictions as the Committee
shall provide, which restrictions may include, without limitation, restrictions concerning voting rights and transferability and restrictions based on duration of employment with the Company, Company performance and individual performance;
provided, however, that by action taken after the Restricted Stock is issued, the Committee may, on such terms and conditions as it may determine to be appropriate, remove any or all of the restrictions imposed by the terms of the
Award Agreement. Restricted Stock may not be sold or encumbered until all restrictions are terminated or expire. 
 7.5
Forfeiture/Repurchase of Restricted Stock. Unless otherwise provided in an Award Agreement or in a written employment agreement, all Restricted Stock subject to vesting restrictions on the date of Termination of Directorship, Termination of
Employment or Termination of Consultancy shall be forfeited on such date. The Committee shall provide in the terms of each individual Award Agreement that the Company shall have the right to repurchase from the Holder the Restricted Stock then
subject to restrictions under the Award Agreement immediately upon a Termination of Employment or, if applicable, upon a Termination of Consultancy or a Termination of Directorship between the Holder and the Company, in accordance with the terms of
Section 260.140.42(h) of the Title 10 of the California Code of 

  
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Regulations; provided, however, that the Committee in its sole and absolute discretion may provide that no such right of repurchase shall exist in the event of a Termination of
Employment, Termination of Directorship or a Termination of Consultancy without cause or following a Change in Control of the Company or because of the Holder’s retirement, or otherwise; provided, further, that any such right of
repurchase shall lapse on the Public Trading Date. 
 7.6 Escrow. The Secretary of the Company or such other escrow holder as the
Committee may appoint shall retain physical custody of each certificate representing Restricted Stock until all of the restrictions imposed under the Award Agreement with respect to the shares evidenced by such certificate expire or shall have been
removed. 
 7.7 Legend. In order to enforce the restrictions imposed upon shares of Restricted Stock hereunder, the Committee shall
cause a legend or legends to be placed on certificates representing all shares of Restricted Stock that are still subject to restrictions under Award Agreements, which legend or legends shall make appropriate reference to the conditions imposed
thereby. 
 7.8 Section 83(b) Election. If a Holder makes an election under Section 83(b) of the Code, or any successor
section thereto, to be taxed with respect to the Restricted Stock as of the date of transfer of the Restricted Stock rather than as of the date or dates upon which the Holder would otherwise be taxable under Section 83(a) of the Code, the
Holder shall deliver a copy of such election to the Company immediately after filing such election with the Internal Revenue Service. 
 7.9
Award of Non-Restricted Common Stock. The Committee may from time to time, in its absolute discretion select from among the Employees, Independent Directors or Consultants (including Employees, Independent Directors or Consultants who have
previously received other awards under the Plan) such of them as in its opinion should be awarded Non-Restricted Stock; and determine the purchase price and other terms and conditions applicable to such Non-Restricted Stock, consistent with the
Plan; provided, however, that such purchase price shall be no less than 100% of the Fair Market Value of the Common Stock on the date of grant or at the time the purchase is consummated. 

ARTICLE VIII. 
 PERFORMANCE
AWARDS, DIVIDEND EQUIVALENTS AND DEFERRED STOCK 
 8.1 Eligibility. One or more Performance Awards, Dividend Equivalents and/or
awards of Deferred Stock may be granted to any Employee, Independent Director or Consultant whom the Committee determines should receive such an Award. 

8.2 Performance Awards. Any Employee, Independent Director or Consultant selected by the Committee may be granted one or more
Performance Awards. The value of such Performance Awards may be linked to any one or more of the Performance Criteria or other specific performance criteria determined appropriate by the Committee, in each case on a specified date or dates or over
any period or periods determined by the Committee. In making such determinations, the Committee shall consider (among such other factors as it deems relevant in light of the specific type of award) the contributions, responsibilities and other
compensation of the particular Employee, Independent Director or Consultant. 

  
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 8.3 Dividend Equivalents. 

(a) Any Employee, Independent Director or Consultant selected by the Committee may be granted Dividend Equivalents based on the
dividends declared on Common Stock, to be credited as of dividend payment dates, during the period between the date a Stock Appreciation Right, Deferred Stock or Performance Award is granted, and the date such Stock Appreciation Right, Deferred
Stock or Performance Award is exercised, vests or expires, as determined by the Committee. Such Dividend Equivalents shall be converted to cash or additional shares of Common Stock by such formula and at such time and subject to such limitations as
may be determined by the Committee. 
 (b) Any Holder of an Option who is an Employee, Independent Director or Consultant
selected by the Committee may be granted Dividend Equivalents based on the dividends declared on Common Stock, to be credited as of dividend payment dates, during the period between the date an Option is granted, and the date such Option is
exercised, vests or expires, as determined by the Committee. Such Dividend Equivalents shall be converted to cash or additional shares of Common Stock by such formula and at such time and subject to such limitations as may be determined by the
Committee. 
 8.4 Deferred Stock. Any Employee, Independent Director or Consultant selected by the Committee may be granted an award
of Deferred Stock in the manner determined from time to time by the Committee. The number of shares of Deferred Stock shall be determined by the Committee and may be linked to one or more of the Performance Criteria or other specific performance
criteria determined to be appropriate by the Committee, in each case on a specified date or dates or over any period or periods determined by the Committee. Common Stock underlying a Deferred Stock award will not be issued until the Deferred Stock
award has vested, pursuant to a vesting schedule or performance criteria set by the Committee. Unless otherwise provided by the Committee, a Holder of Deferred Stock shall have no rights as a Company stockholder with respect to such Deferred Stock
until such time as the Award has vested and the Common Stock underlying the Award has been issued. 
 8.5 Term. The term of a
Performance Award, Dividend Equivalent and/or award of Deferred Stock shall be set by the Committee in its discretion. 
 8.6 Exercise or
Purchase Price. The Committee may establish the exercise or purchase price of a Performance Award or shares of Deferred Stock; provided, however, that such price shall be no less than 100% of the Fair Market Value of the Common
Stock on the date of grant or at the time the purchase is consummated. 
 8.7 Exercise Upon Termination of Employment, Termination of
Consultancy or Termination of Directorship. Subject to the terms of any written employment agreement, a Performance Award, Dividend Equivalent and/or award of Deferred Stock is exercisable or 

  
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payable only while the Holder is an Employee, Independent Director or Consultant, as applicable; provided, however, that the Administrator in its sole and absolute discretion may
provide that Performance Awards may be exercised or paid following a Termination of Employment, Termination of Directorship or a Termination of Consultancy without cause, or following a Change in Control of the Company, or because of the
Holder’s retirement, death or disability, or otherwise. 
 8.8 Form of Payment. Payment of the amount determined under
Section 8.2 or 8.3 above shall be in cash, in Common Stock or a combination of both, as determined by the Committee. To the extent any payment under this Article VIII is effected in Common Stock, it shall be made subject to satisfaction of all
provisions of Section 6.3. 
 ARTICLE IX. 

STOCK APPRECIATION RIGHTS 

9.1 Grant of Stock Appreciation Rights. A Stock Appreciation Right may be granted to any Employee, Independent Director or Consultant
selected by the Committee. A Stock Appreciation Right may be granted (a) in connection and simultaneously with the grant of an Option, (b) with respect to a previously granted Option, or (c) independent of an Option. A Stock
Appreciation Right shall be subject to such terms and conditions not inconsistent with the Plan as the Committee shall impose and shall be evidenced by an Award Agreement. 

9.2 Coupled Stock Appreciation Rights. 

(a) A Coupled Stock Appreciation Right (“CSAR”) shall be related to a particular Option and shall be exercisable only
when and to the extent the related Option is exercisable. 
 (b) A CSAR may be granted to the Holder for no more than the
number of shares subject to the simultaneously or previously granted Option to which it is coupled. 
 (c) A CSAR shall
entitle the Holder (or other person entitled to exercise the Option pursuant to the Plan) to surrender to the Company unexercised a portion of the Option to which the CSAR relates (to the extent then exercisable pursuant to its terms) and to receive
from the Company in exchange therefor an amount determined by multiplying the difference obtained by subtracting the Option exercise price from the Fair Market Value of a share of Common Stock on the date of exercise of the CSAR by the number of
shares of Common Stock with respect to which the CSAR shall have been exercised, subject to any limitations the Committee may impose. 
 9.3
Independent Stock Appreciation Rights. 
 (a) An Independent Stock Appreciation Right (“ISAR”) shall be
unrelated to any Option and shall have a term set by the Committee. An ISAR shall be exercisable in such installments as the Committee may determine. An 

  
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ISAR shall cover such number of shares of Common Stock as the Committee may determine. The exercise price per share of Common Stock subject to each ISAR shall not be less than 100% of the Fair
Market Value of a share of Common Stock on the date the ISAR is granted. Subject to the terms of any written employment agreement, an ISAR is exercisable only while the Holder is an Employee, Independent Director or Consultant; provided, that
the Committee may determine that the ISAR may be exercised subsequent to Termination of Employment, Termination of Directorship or Termination of Consultancy without cause, or following a Change in Control of the Company, or because of the
Holder’s retirement, death or disability, or otherwise. 
 (b) An ISAR shall entitle the Holder (or other person
entitled to exercise the ISAR pursuant to the Plan) to exercise all or a specified portion of the ISAR (to the extent then exercisable pursuant to its terms) and to receive from the Company an amount determined by multiplying the difference obtained
by subtracting the exercise price per share of the ISAR from the Fair Market Value of a share of Common Stock on the date of exercise of the ISAR by the number of shares of Common Stock with respect to which the ISAR shall have been exercised,
subject to any limitations the Committee may impose. 
 9.4 Payment and Limitations on Exercise. 

(a) Payment of the amounts determined under Section 9.2(c) and 9.3(b) above shall be in cash, in Common Stock (based on
its Fair Market Value as of the date the Stock Appreciation Right is exercised) or a combination of both, as determined by the Committee. To the extent such payment is effected in Common Stock it shall be made subject to satisfaction of all
provisions of Section 6.3 above pertaining to Options. 
 (b) Holders of Stock Appreciation Rights may be required to
comply with any timing or other restrictions with respect to the settlement or exercise of a Stock Appreciation Right, including a window-period limitation, as may be imposed in the discretion of the Committee. 

ARTICLE X. 
 ADMINISTRATION

 10.1 Compensation Committee. The Compensation Committee (or another committee or a subcommittee of the Board assuming the
functions of the Committee under the Plan). Appointment of Committee members shall be effective upon acceptance of appointment. Committee members may resign at any time by delivering written notice to the Board. Vacancies in the Committee may be
filled by the Board. 
 10.2 Duties and Powers of Committee. It shall be the duty of the Committee to conduct the general
administration of the Plan in accordance with its provisions. The Committee shall have the power to interpret the Plan and the Award Agreements, and to adopt such rules for 

  
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the administration, interpretation and application of the Plan as are consistent therewith, to interpret, amend or revoke any such rules and to amend the Plan and any Award Agreement,
provided that the rights or obligations of the Holder of the Award that is the subject of any such Award Agreement are not affected adversely. Any such grant or award under the Plan need not be the same with respect to each Holder. Any such
interpretations and rules with respect to Incentive Stock Options shall be consistent with the provisions of Section 422 of the Code. In its absolute discretion, the Board may at any time and from time to time exercise any and all rights and
duties of the Committee under the Plan (in which event any reference herein to the Committee with respect to such authority shall be deemed a reference to the Board). 

10.3 Section 409A of the Code. Notwithstanding Sections 10.2 and 11.2 of the Plan, the Committee hereby reserves the right to
amend the Plan and any Award Agreement without the consent of the Holder of the Award if the Administrator determines, in its sole and absolute discretion, that such amendment is necessary or appropriate in order to avoid the imposition of adverse
tax consequences under Section 409A of the Code on either the Holder of the Award or the Company, provided that any such amendment shall preserve the economic benefits of any such Award from the Holder’s point of view, provided further
that such amendment is not intended to provide Holder a gross-up payment for such taxes or interest. 
 10.4 Compensation; Professional
Assistance; Good Faith Actions. Members of the Committee shall receive such compensation, if any, for their services as members as may be determined by the Board. All expenses and liabilities which members of the Committee incur in connection
with the administration of the Plan shall be borne by the Company. The Committee may, with the approval of the Board, employ attorneys, consultants, accountants, appraisers, brokers or other persons. The Committee, the Company and the Company’s
officers and directors shall be entitled to rely upon the advice, opinions or valuations of any such persons. All actions taken and all interpretations and determinations made by the Committee or the Board in good faith shall be final and binding
upon all Holders, the Company and all other interested persons. No members of the Committee or Board shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or Awards, and all members of
the Committee and the Board shall be fully protected by the Company in respect of any such action, determination or interpretation. 
 10.5
Delegation of Authority to Grant Awards. The Committee may, but need not, delegate from time to time some or all of its authority to grant Awards under the Plan to a committee consisting of one or more members of the Committee or of one or
more officers of the Company; provided, however, that the Committee may not delegate its authority to grant Awards to individuals who are officers of the Company who are delegated authority by the Committee hereunder. Any delegation
hereunder shall be subject to the restrictions and limits that the Committee specifies at the time of such delegation of authority and may be rescinded at any time by the Committee. At all times, any committee appointed under this Section 10.6
shall serve in such capacity at the pleasure of the Committee. 

  
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 ARTICLE XI. 

MISCELLANEOUS PROVISIONS 

11.1 Not Transferable. 

(a) No Award under the Plan may be sold, pledged, assigned or transferred in any manner other than by will or the laws of
descent and distribution or, subject to the consent of the Administrator and to the extent permitted by applicable law, pursuant to a DRO, unless and until such Award has been exercised, or the shares underlying such Award have been issued, and all
restrictions applicable to such shares have lapsed. No Award or interest or right therein shall be liable for the debts, contracts or engagements of the Holder or his or her successors in interest or shall be subject to disposition by transfer,
alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings
(including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence. 

(b) During the lifetime of the Holder, only he or she may exercise an Option or other Award (or any portion thereof) granted to
him or her under the Plan, unless it has been disposed of with the consent of the Administrator pursuant to a DRO. After the death of the Holder, any exercisable portion of an Option or other Award may, prior to the time when such portion becomes
unexercisable under the Plan or the applicable Award Agreement, be exercised by his or her personal representative or by any person empowered to do so under the deceased Holder’s will or under the then applicable laws of descent and
distribution. 
 11.2 Amendment, Suspension or Termination of the Plan. Except as otherwise provided in this Section 11.2, the
Plan may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Administrator. However, without approval of the Company’s stockholders given within 12 months before or after the
action by the Administrator, no action of the Administrator may, except as provided in Section 11.3, increase the limits imposed in Section 2.1 on the maximum number of shares which may be issued under the Plan upon the exercise of any
Incentive Stock Option. No amendment, suspension or termination of the Plan shall, without the consent of the Holder, alter or impair any rights or obligations under any Award theretofore granted or awarded, unless the Award itself otherwise
expressly so provides. No Awards may be granted or awarded during any period of suspension or after termination of the Plan. The Plan shall terminate 10 years from the date the Plan is adopted by the Board or the date the Plan is approved by a
majority of the stockholders of the Company, whichever is earlier. 

  
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 11.3 Changes in Common Stock or Assets of the Company, Acquisition or Liquidation of the
Company and Other Corporate Events. 
 (a) Subject to Section 11.3(e), in the event that any dividend or other
distribution (whether in the form of cash, Common Stock, other securities or other property), recapitalization, reclassification, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase,
liquidation, dissolution, or sale, transfer, exchange or other disposition of all or substantially all of the assets of the Company, or exchange of Common Stock or other securities of the Company, issuance of warrants or other rights to purchase
Common Stock or other securities of the Company, or other similar corporate transaction or event, affects the Common Stock such that an adjustment is necessary in order to prevent dilution or enlargement of the benefits or potential benefits
intended to be made available under the Plan or with respect to an Award, then the Administrator shall, in such manner as it determines to be equitable (such determination to be final and binding on all persons), adjust any or all of: 

(i) The number and kind of shares of Common Stock (or other securities or property) with respect to which Awards may be granted
or awarded; 
 (ii) The number and kind of shares of Common Stock (or other securities or property) subject to outstanding
Awards; and 
 (iii) The grant or exercise price with respect to any Award. 

(b) In the event of a Change in Control of the Company or any unusual or nonrecurring transactions or events affecting the
Company, any affiliate of the Company, or the financial statements of the Company or any affiliate, or of changes in applicable laws, regulations or accounting principles, the Administrator, in its sole and absolute discretion, and on such terms and
conditions as it deems appropriate, either by the terms of the Award or by action taken prior to the occurrence of such transaction or event and either automatically or upon the Holder’s request, is hereby authorized to take any one or more of
the following actions whenever the Administrator determines that such action is appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan or with respect to any Award
under the Plan, to facilitate such transactions or events or to give effect to such changes in laws, regulations or principles: 

(i) To provide for either the purchase of any such Award for an amount of cash equal to the amount that could have been
attained upon the exercise of such Award or realization of the Holder’s rights had such Award been currently exercisable or payable or fully vested or the replacement of such Award with other rights or property selected by the Administrator in
its sole discretion; 

  
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 (ii) To provide that the Award cannot vest, be exercised or become payable after
such event; 
 (iii) To provide that such Award shall be exercisable as to all shares covered thereby, notwithstanding
anything to the contrary in Section 5.4 or the provisions of such Award; 
 (iv) To provide that such Award be assumed
by the successor or survivor corporation, or a parent or subsidiary thereof, or shall be substituted for by similar options, rights or awards covering the stock of the successor or survivor corporation, or a parent or subsidiary thereof, with
appropriate adjustments as to the number and kind of shares and prices; 
 (v) To make adjustments in the number and type of
shares of Common Stock (or other securities or property) subject to outstanding Awards, and in the number and kind of outstanding Restricted Stock or Deferred Stock and/or in the terms and conditions of (including the grant or exercise price), and
the criteria included in, outstanding Options, rights and Awards and Options, rights and Awards which may be granted in the future; 

(vi) To provide that, for a specified period of time prior to such event, the restrictions imposed under an Award Agreement
upon some or all shares of Restricted Stock or Deferred Stock may be terminated, and, in the case of Restricted Stock, some or all shares of such Restricted Stock may cease to be subject to repurchase under Section 7.5 or forfeiture under
Section 7.4 after such event; and 
 (vii) To provide that each outstanding Award shall, immediately prior to the
effective date of such event, automatically become fully exercisable for all of the shares of Common Stock at the time subject to such rights and may be exercised for any or all of those shares as fully-vested shares of Common Stock. 

(c) Subject to Section 11.3(d), the Administrator may, in its discretion, include such further provisions and limitations
in any Award, agreement or certificate, as it may deem equitable and in the best interests of the Company. 
 (d) No
adjustment or action described in this Section 11.3 or in any other provision of the Plan shall be authorized to the extent that such adjustment or action would cause the Plan to violate Section 422(b)(1) of the Code or Section 409A
of the Code. The number of shares of Common Stock subject to any Award shall always be rounded to the next whole number. 

(e) The existence of the Plan, the Award Agreement and the Awards granted hereunder shall not affect or restrict in any way the
right or power of the 

  
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Company or the stockholders of the Company to make or authorize any adjustment, recapitalization, reorganization or other change in the Company’s capital structure or its business, any
merger or consolidation of the Company, any issue of stock or of options, warrants or rights to purchase stock or of bonds, debentures, preferred or prior preference stocks whose rights are superior to or affect the Common Stock or the rights
thereof or which are convertible into or exchangeable for Common Stock, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a
similar character or otherwise. 
 11.4 Approval of Plan by Stockholders. The Plan will be submitted for the approval of the majority
of the Company’s stockholders within 12 months after the date of the Board’s initial adoption of the Plan. Awards may be granted or awarded prior to such stockholder approval, provided that such Awards shall not be exercisable nor
shall such Awards vest prior to the time when the Plan is approved by the stockholders, and provided further that if such approval has not been obtained at the end of said twelve-month period, all Awards previously granted or awarded under
the Plan shall thereupon be canceled and become null and void. 
 11.5 Tax Withholding. The Company shall be entitled to require
payment in cash or deduction from other compensation payable to each Holder of any sums required by federal, state or local tax law to be withheld with respect to the issuance, vesting, exercise or payment of any Award. The Administrator may in its
discretion and in satisfaction of the foregoing requirement allow such Holder to elect to have the Company withhold shares of Common Stock otherwise issuable under such Award (or allow the return of shares of Common Stock) having a Fair Market Value
equal to the sums required to be withheld. Notwithstanding any other provision of the Plan, the number of shares of Common Stock which may be withheld with respect to the issuance, vesting, exercise or payment of any Award (or which may be
repurchased from the Holder of such Award within six months after such shares of Common Stock were acquired by the Holder from the Company) in order to satisfy the Holder’s federal and state income and payroll tax liabilities with respect to
the issuance, vesting, exercise or payment of the Award shall be limited to the number of shares which have a Fair Market Value on the date of withholding or repurchase equal to the aggregate amount of such liabilities based on the minimum statutory
withholding rates for federal and state income tax and payroll tax purposes that are applicable to such supplemental taxable income. 
 11.6
Loans. The Committee may, in its discretion, extend one or more loans to Employees in connection with the exercise or receipt of an Award granted or awarded under the Plan, or the issuance of Restricted Stock or Deferred Stock awarded under
the Plan. The terms and conditions of any such loan shall be set by the Committee. 
 11.7 Forfeiture Provisions. Pursuant to its
general authority to determine the terms and conditions applicable to Awards under the Plan, the Administrator shall have the right to provide, in the terms of Awards made under the Plan, or to require a Holder to agree by separate written
instrument, that (a)(i) any proceeds, gains or other economic benefit actually or constructively received by the Holder upon any receipt or exercise of the Award, or upon the receipt or resale of any Common Stock underlying the Award, must be paid
to the Company, and 

  
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(ii) the Award shall terminate and any unexercised portion of the Award (whether or not vested) shall be forfeited, if (b)(i) a Termination of Employment, Termination of Consultancy or
Termination of Directorship occurs prior to a specified date, or within a specified time period following receipt or exercise of the Award, or (ii) the Holder at any time, or during a specified time period, engages in any activity in
competition with the Company, or which is inimical, contrary or harmful to the interests of the Company, as further defined by the Administrator or (iii) the Holder incurs a Termination of Employment, Termination of Consultancy or Termination
of Directorship for cause. 
 11.8 Effect of Plan Upon Options and Compensation Plans. The adoption of the Plan shall not affect any
written employment agreements or other compensation or incentive plans in effect for the Company or any Subsidiary. Nothing in the Plan shall be construed to limit the right of the Company (a) to establish any other forms of incentives or
compensation for Employees, Independent Directors or Consultants of the Company or any Subsidiary, or (b) to grant or assume options or other rights or awards otherwise than under the Plan in connection with any proper corporate purpose,
including but not by way of limitation, the grant or assumption of options in connection with the acquisition by purchase, lease, merger, consolidation or otherwise, of the business, stock or assets of any corporation, partnership, limited liability
company, firm or association. 
 11.9 Compliance With Laws. The Plan, the granting and vesting of Awards under the Plan and the
issuance and delivery of shares of Common Stock and the payment of money under the Plan or under Awards granted or awarded hereunder are subject to compliance with all applicable federal and state laws, rules and regulations (including but not
limited to state and federal securities law and federal margin requirements) and to such approvals by any listing, regulatory or governmental authority as may, in the opinion of counsel for the Company, be necessary or advisable in connection
therewith. Any securities delivered under the Plan shall be subject to such restrictions, and the person acquiring such securities shall, if requested by the Company, provide such assurances and representations to the Company as the Company may deem
necessary or desirable to assure compliance with all applicable legal requirements. To the extent permitted by applicable law, the Plan and Awards granted or awarded hereunder shall be deemed amended to the extent necessary to conform to such laws,
rules and regulations. 
 11.10 Titles. Titles are provided herein for convenience only and are not to serve as a basis for
interpretation or construction of the Plan. 
 11.11 Governing Law. The Plan and any agreements hereunder shall be administered,
interpreted and enforced under the internal laws of the State of California without regard to conflicts of laws thereof. 
 11.12
Financial Statements. To the extent applicable, pursuant to the provisions of Section 260.140.46 of Title 10 of the California Code of Regulations, the Company shall provide to each Holder and to each individual who acquires Stock
pursuant to the Plan, not less frequently than annually during the period such Holder or purchaser has one or more Awards granted under the Plan outstanding, and, in the case of an individual who acquires Stock pursuant to the Plan, during the
period such individual owns such Stock, copies of the Company’s annual financial statements. The Company shall not be required to provide such statements to Employees of the Company whose duties in connection with the Company assure their
access to equivalent information. 

  
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 11.13 California Code of Regulations. To the extent applicable, the provisions of Sections
260.140.41, 260.140.42 and 260.140.45 of Title 10 of the California Code of Regulations are incorporated herein by reference. 

  
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