EX-10.21



 Exhibit 10.21 
 RETAILMENOT, INC. 
 2013 EMPLOYEE STOCK PURCHASE PLAN 








									
	1.	    	 Establishment, Purpose and Term of Plan
	  	 	1	  
				
		    	 1.1
	    	 Establishment
	  	 	1	  
				
		    	1.2	    	 Purpose
	  	 	1	  
				
		    	1.3	    	 Term of Plan
	  	 	1	  
			
	2.	    	 Definitions and Construction
	  	 	1	  
				
		    	2.1	    	 Definitions
	  	 	1	  
				
		    	2.2	    	 Construction
	  	 	6	  
			
	3.	    	 Administration
	  	 	6	  
				
		    	3.1	    	 Administration by the Committee
	  	 	6	  
				
		    	3.2	    	 Authority of Officers
	  	 	6	  
				
		    	3.3	    	 Power to Adopt Sub-Plans or Varying Terms with Respect to Non-U.S. Employees
	  	 	6	  
				
		    	3.4	    	 Power to Establish Separate Offerings with Varying Terms
	  	 	6	  
				
		    	3.5	    	 Policies and Procedures Established by the Company
	  	 	7	  
				
		    	3.6	    	 Indemnification
	  	 	7	  
			
	4.	    	 Shares Subject to Plan
	  	 	7	  
				
		    	4.1	    	 Maximum Number of Shares Issuable
	  	 	7	  
				
		    	4.2	    	 Annual Increase in Maximum Number of Shares Issuable
	  	 	8	  
				
		    	4.3	    	 Adjustments for Changes in Capital Structure
	  	 	8	  
			
	5.	    	 Eligibility
	  	 	9	  
				
		    	5.1	    	 Employees Eligible to Participate
	  	 	9	  
				
		    	5.2	    	 Exclusion of Certain Stockholders
	  	 	9	  
				
		    	5.3	    	 Determination by Company
	  	 	9	  
			
	6.	    	 Offerings
	  	 	10	  
			
	7.	    	 Participation in the Plan
	  	 	10	  
				
		    	7.1	    	 Initial Participation
	  	 	10	  
				
		    	7.2	    	 Continued Participation
	  	 	10	  
			
	8.	    	 Right to Purchase Shares
	  	 	11	  
				
		    	8.1	    	 Grant of Purchase Right
	  	 	11	  
				
		    	8.2	    	 Purchase Limitations
	  	 	11	  
			
	9.	    	 Purchase Price
	  	 	12	  
			
	10.	    	 Accumulation of Purchase Price through Payroll Deduction
	  	 	12	  
				
		    	10.1	    	 Amount of Payroll Deductions
	  	 	12	  


  
 -i-










									
				
		    	10.2	    	 Commencement of Payroll Deductions
	  	 	12	  
				
		    	10.3	    	 Change in Payroll Deductions
	  	 	12	  
				
		    	10.4	    	 Administrative Suspension of Payroll Deductions
	  	 	13	  
				
		    	10.5	    	 Participant Accounts
	  	 	13	  
				
		    	10.6	    	 No Interest Paid
	  	 	13	  
			
	11.	    	 Purchase of Shares
	  	 	13	  
				
		    	11.1	    	 Exercise of Purchase Right
	  	 	13	  
				
		    	11.2	    	 Pro Rata Allocation of Shares
	  	 	14	  
				
		    	11.3	    	 Delivery of Title to Shares
	  	 	14	  
				
		    	11.4	    	 Return of Plan Account Balance
	  	 	15	  
				
		    	11.5	    	 Tax Withholding
	  	 	15	  
				
		    	11.6	    	 Expiration of Purchase Right
	  	 	15	  
				
		    	11.7	    	 Provision of Reports and Stockholder Information to Participants
	  	 	15	  
			
	12.	    	 Withdrawal from Plan
	  	 	15	  
				
		    	12.1	    	 Voluntary Withdrawal from the Plan
	  	 	15	  
				
		    	12.2	    	 Automatic Withdrawal from Offering and Re-enrollment
	  	 	16	  
				
		    	12.3	    	 Return of Plan Account Balance
	  	 	16	  
			
	13.	    	 Termination of Employment or Eligibility
	  	 	16	  
			
	14.	    	 Effect of Change in Control on Purchase Rights
	  	 	16	  
			
	15.	    	 Nontransferability of Purchase Rights
	  	 	17	  
			
	16.	    	 Compliance with Applicable Law
	  	 	17	  
			
	17.	    	 Rights as a Stockholder and Employee
	  	 	17	  
			
	18.	    	 Notification of Disposition of Shares
	  	 	18	  
			
	19.	    	 Legends
	  	 	18	  
			
	20.	    	 Designation of Beneficiary
	  	 	18	  
				
		    	20.1	    	 Designation Procedure
	  	 	18	  
				
		    	20.2	    	 Absence of Beneficiary Designation
	  	 	19	  
			
	21.	    	 Notices
	  	 	19	  
			
	22.	    	 Amendment or Termination of the Plan
	  	 	19	  
			
	23.	    	 No Representations with Respect to Tax Qualification
	  	 	19	  
			
	24.	    	 Choice of Law
	  	 	20	  


  
 -ii-









 RetailMeNot, Inc. 

2013 Employee Stock Purchase Plan 
  

	 	1.	ESTABLISHMENT, PURPOSE AND TERM OF
PLAN. 

 1.1 Establishment. The
RetailMeNot, Inc. 2013 Employee Stock Purchase Plan is hereby established effective as of the effective date of the initial registration by the Company of its Stock under Section 12 of the Securities Exchange Act of 1934, as amended (the
“Effective Date”). 
 1.2 Purpose. The purpose of the Plan is to advance the
interests of the Company and its stockholders by providing an incentive to attract, retain and reward Eligible Employees of the Participating Company Group and by motivating such persons to contribute to the growth and profitability of the
Participating Company Group. The Plan provides Eligible Employees with an opportunity to acquire a proprietary interest in the Company through the purchase of Stock. The Plan is comprised of the Section 423 Plan and the Non-423 Plan. The
Company intends that the Section 423 Plan qualify as an “employee stock purchase plan” under Section 423 of the Code (including any amendments or replacements of such section), and the Section 423 Plan shall be so construed.
The Non-423 Plan, which is not intended to qualify as an “employee stock purchase plan” under Section 423 of the Code, is intended to provide Eligible Employees employed by Participating Companies outside the United States with an
opportunity to purchase shares of Stock. 
 1.3 Term of Plan. The Plan shall continue in effect until its termination by
the Committee. 
  

	 	2.	DEFINITIONS AND CONSTRUCTION. 


2.1 Definitions. Any term not expressly defined in the Plan but defined for purposes of Section 423 of the Code shall have the
same definition herein. Whenever used herein, the following terms shall have their respective meanings set forth below: 
 (a)
“Board” means the Board of Directors of the Company. 
 (b) “Change in
Control” means the occurrence of any one or a combination of the following: 
 (i) any “person”
(as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the “beneficial owner” (as such term is defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of the
Company representing more than fifty percent (50%) of the total Fair Market Value or total combined voting power of the Company’s then-outstanding securities entitled to vote generally in the election of Directors; provided, however, that
a Change in Control shall not be deemed to have occurred if such degree of beneficial ownership results from any of the following: (A) an acquisition by any person who on the Effective Date is the beneficial owner of more than fifty percent
(50%) of such voting power, (B) any acquisition directly from the Company, including, 







 
without limitation, pursuant to or in connection with a public offering of securities, (C) any acquisition by the Company, (D) any acquisition by a trustee or other fiduciary under an
employee benefit plan of a Participating Company or (E) any acquisition by an entity owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of the voting securities of the
Company; or 
 (ii) an Ownership Change Event or series of related Ownership Change Events (collectively, a
“Transaction”) in which the stockholders of the Company immediately before the Transaction do not retain immediately after the Transaction direct or indirect beneficial ownership of more than fifty percent
(50%) of the total combined voting power of the outstanding securities entitled to vote generally in the election of Directors or, in the case of an Ownership Change Event described in Section 2.1(r)(iii), the entity to which the assets of
the Company were transferred (the “Transferee”), as the case may be; or 
 (iii) a date
specified by the Committee following approval by the stockholders of a plan of complete liquidation or dissolution of the Company; 
 provided,
however, that a Change in Control shall be deemed not to include a transaction described in subsections (i) or (ii) of this Section 2.1(b) in which a majority of the members of the board of directors of the continuing, surviving or
successor entity, or parent thereof, immediately after such transaction is comprised of Incumbent Directors. 
 For purposes of
the preceding sentence, indirect beneficial ownership shall include, without limitation, an interest resulting from ownership of the voting securities of one or more corporations or other business entities which own the Company or the Transferee, as
the case may be, either directly or through one or more subsidiary corporations or other business entities. The Committee shall determine whether multiple events described in subsections (i), (ii) and (iii) of this Section 2.1(b) are
related and to be treated in the aggregate as a single Change in Control, and its determination shall be final, binding and conclusive. 
 (c) “Code” means the Internal Revenue Code of 1986, as amended, and any applicable regulations promulgated thereunder. 

(d) “Committee” means the Compensation Committee and such other committee or subcommittee of the
Board, if any, duly appointed to administer the Plan and having such powers in each instance as shall be specified by the Board. If, at any time, there is no committee of the Board then authorized or properly constituted to administer the Plan, the
Board shall exercise all of the powers of the Committee granted herein, and, in any event, the Board may in its discretion exercise any or all of such powers. 
 (e) “Company” means RetailMeNot, Inc., a Delaware corporation, or any successor corporation thereto. 

(f) “Compensation” means, with respect to any Offering Period, regular base wages or salary,
overtime payments, shift premiums and payments for paid time off, calculated before deduction of (i) any income or employment tax withholdings or (ii) any amounts deferred pursuant to Section 401(k) or Section 125 of the Code.
Compensation shall be limited to such amounts actually payable in cash or deferred during the Offering Period. 







 
Compensation shall not include (i) sign-on bonuses, annual or other incentive bonuses, commissions, profit-sharing distributions or other incentive-type payments, (ii) any contributions
made by a Participating Company on the Participant’s behalf to any employee benefit or welfare plan now or hereafter established (other than amounts deferred pursuant to Section 401(k) or Section 125 of the Code), (iii) payments
in lieu of notice, payments pursuant to a severance agreement, termination pay, moving allowances, relocation payments, or (iv) any amounts directly or indirectly paid pursuant to the Plan or any other stock purchase, stock option or other
stock-based compensation plan, or any other compensation not expressly included by this Section. 
 (g)
“Eligible Employee” means an Employee who meets the requirements set forth in Section 5 for eligibility to participate in the Plan. 
 (h) “Employee” means a person treated as an employee of a Participating Company, and, with respect to the Section 423 Plan, a person who is an employee for
purposes of Section 423 of the Code. A Participant shall be deemed to have ceased to be an Employee either upon an actual termination of employment or upon the corporation employing the Participant ceasing to be a Participating Company. For
purposes of the Section 423 Plan, an individual shall not be deemed to have ceased to be an Employee while on any military leave, sick leave, or other bona fide leave of absence approved by the Company of ninety (90) days or less. For
purposes of the Section 423 Plan, if an individual’s leave of absence exceeds ninety (90) days, the individual shall be deemed to have ceased to be an Employee on the ninety-first (91st) day of such leave unless the
individual’s right to reemployment with the Participating Company Group is guaranteed either by statute or by contract. The foregoing rules regarding leaves of absence shall apply equally for purposes of the Non-423 Plan, except as otherwise
required by applicable Local Law. 
 (i) “Fair Market Value” means, as of any date:

 (i) If, on such date, the Stock is listed or quoted on a national or regional securities exchange or quotation system, the
closing price of a share of Stock as quoted on the national or regional securities exchange or quotation system constituting the primary market for the Stock, as reported in The Wall Street Journal or such other source as the Company deems
reliable. If the relevant date does not fall on a day on which the Stock has traded on such securities exchange or quotation system, the date on which the Fair Market Value is established shall be the last day on which the Stock was so traded or
quoted prior to the relevant date, or such other appropriate day as determined by the Committee, in its discretion. 
 (ii) If,
on the relevant date, the Stock is not then listed on a national or regional securities exchange or quotation system, the Fair Market Value of a share of Stock shall be as determined in good faith by the Committee. 

(j) “Incumbent Director” means a director who either (i) is a member of the Board as of the
Effective Date or (ii) is elected, or nominated for election, to the Board with the affirmative votes of at least a majority of the Incumbent Directors at the time of such election or nomination (but excluding a director who was elected or
nominated in connection with an actual or threatened proxy contest relating to the election of directors of the Company). 







 (k) “Local Law” means the applicable laws of the
non-United States jurisdiction governing the participation in the Plan of an Eligible Employee. 
 (l)
“Non-423 Plan” means that component of the Plan which is not intended to be an “employee stock purchase plan” under Section 423 of the Code. 

(m) “Non-United States Offering” means either a separate Offering under the Section 423 Plan
or an Offering under the Non-423 Plan covering, in either case, Eligible Employees of one or more Participating Companies whose Eligible Employees are subject to a prohibition under Local Law on payroll deductions, as described in
Section 11.1(b). 
 (n) “Offering” means an offering of Stock pursuant to the Plan,
as provided in Section 6. 
 (o) “Offering Date” means, for any Offering Period, the
first day of such Offering Period. 
 (p) “Offering Period” means a period, established
by the Committee in accordance with Section 6, during which an Offering is outstanding. 
 (q)
“Officer” means any person designated by the Board as an officer of the Company. 
 (r)
“Ownership Change Event” means the occurrence of any of the following with respect to the Company: (i) the direct or indirect sale or exchange in a single or series of related transactions by the
stockholders of the Company of securities of the Company representing more than fifty percent (50%) of the total combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of Directors;
(ii) a merger or consolidation in which the Company is a party; or (iii) the sale, exchange, or transfer of all or substantially all of the assets of the Company (other than a sale, exchange or transfer to one or more subsidiaries of the
Company). 
 (s) “Parent Corporation” means any present or future “parent
corporation” of the Company, as defined in Section 424(e) of the Code. 
 (t)
“Participant” means an Eligible Employee who has become a participant in an Offering Period in accordance with Section 7 and remains a participant in accordance with the Plan. 

(u) “Participating Company” means the Company and any Parent Corporation or Subsidiary Corporation
designated by the Committee as a corporation the Employees of which may, if Eligible Employees, participate in the Plan. The Committee shall have the discretion to determine from time to time which Parent Corporations or Subsidiary Corporations
shall be Participating Companies. The Committee shall designate from time to time and set forth in Appendix A to this Plan those Participating Companies whose Eligible Employees may participate in the Section 423 Plan and those
Participating Companies whose Eligible Employees may participate in the Non-423 Plan. 







 (v) “Participating Company Group” means, at any point
in time, the Company and all other corporations collectively which are then Participating Companies. 
 (w)
“Plan” means this 2013 Employee Stock Purchase Plan of the Company, as amended from time to time, comprised of the Section 423 Plan and the Non-423 Plan. 

(x) “Purchase Date” means, for any Offering Period, the last day of such Offering Period, or, if
so determined by the Committee, the last day of each Purchase Period occurring within such Offering Period. 
 (y)
“Purchase Period” means a period, established by the Committee in accordance with Section 6, included within an Offering Period and on the final date of which outstanding Purchase Rights are exercised.

 (z) “Purchase Price” means the price at which a share of Stock may be purchased under
the Plan, as determined in accordance with Section 9. 
 (aa) “Purchase Right” means
an option granted to a Participant pursuant to the Plan to purchase such shares of Stock as provided in Section 8, which the Participant may or may not exercise during the Offering Period in which such option is outstanding. Such option arises
from the right of a Participant to withdraw any payroll deductions or other funds accumulated on behalf of the Participant and not previously applied to the purchase of Stock under the Plan, and to terminate participation in the Plan at any time
during an Offering Period. 
 (bb) “Registration Date” means the effective date of the
registration on Form S-8 of shares of Stock issuable pursuant to the Plan. 
 (cc) “Section 423
Plan” means that component of the Plan which is intended to be an “employee stock purchase plan” under Section 423 of the Code. 
 (dd) “Securities Act” means the Securities Act of 1933, as amended. 
 (ee) “Stock” means the Series 1 Common Stock of the Company, as adjusted from time to time in accordance with Section 4.3. 

(ff) “Subscription Agreement” means a written or electronic agreement, in such form as is
specified by the Company, stating an Employee’s election to participate in the Plan and authorizing payroll deductions under the Plan from the Employee’s Compensation or other method of payment authorized by the Committee pursuant to
Section 11.1(b). 
 (gg) “Subscription Date” means the last business day prior to
the Offering Date of an Offering Period or such earlier date as the Company shall establish. 
 (hh)
“Subsidiary Corporation” means any present or future “subsidiary corporation” of the Company, as defined in Section 424(f) of the Code. 







 2.2 Construction. Captions and titles contained herein are for convenience only and
shall not affect the meaning or interpretation of any provision of the Plan. Except when otherwise indicated by the context, the singular shall include the plural and the plural shall include the singular. Use of the term “or” is not
intended to be exclusive, unless the context clearly requires otherwise. 
  

	 	3.	ADMINISTRATION. 

 3.1 Administration by the Committee. The Plan shall be administered by the Committee. All questions of interpretation of the Plan, of any form of agreement or other document employed by the Company
in the administration of the Plan, or of any Purchase Right shall be determined by the Committee, and such determinations shall be final, binding and conclusive upon all persons having an interest in the Plan or the Purchase Right, unless fraudulent
or made in bad faith. Subject to the provisions of the Plan, the Committee shall determine all of the relevant terms and conditions of Purchase Rights; provided, however, that all Participants granted Purchase Rights pursuant to an Offering under
the Section 423 Plan shall have the same rights and privileges within the meaning of Section 423(b)(5) of the Code. Any and all actions, decisions and determinations taken or made by the Committee in the exercise of its discretion pursuant
to the Plan or any agreement thereunder (other than determining questions of interpretation pursuant to the second sentence of this Section 3.1) shall be final, binding and conclusive upon all persons having an interest therein. All expenses
incurred in connection with the administration of the Plan shall be paid by the Company. 
 3.2 Authority of Officers.
Any Officer shall have the authority to act on behalf of the Company with respect to any matter, right, obligation, determination or election that is the responsibility of or that is allocated to the Company herein, provided that the Officer has
apparent authority with respect to such matter, right, obligation, determination or election. 
 3.3 Power to Adopt Sub-Plans
or Varying Terms with Respect to Non-U.S. Employees. The Committee shall have the power, in its discretion, to adopt one or more sub-plans of the Plan as the Committee deems necessary or desirable to comply with the laws or regulations, tax
policy, accounting principles or custom of foreign jurisdictions applicable to employees of a subsidiary business entity of the Company, provided that any such sub-plan shall be within the scope of the Non-423 Plan. Any of the provisions of any such
sub-plan may supersede the provisions of this Plan, other than Section 4. Except as superseded by the provisions of a sub-plan, the provisions of this Plan shall govern such sub-plan. Alternatively and in order to comply with the laws of a
foreign jurisdiction, the Committee shall have the power, in its discretion, to grant Purchase Rights in an Offering under the Section 423 Plan to citizens or residents of a non-U.S. jurisdiction (without regard to whether they are also
citizens of the United States or resident aliens) that provide terms which are less favorable than the terms of Purchase Rights granted under the same Offering to Employees resident in the United States. 

3.4 Power to Establish Separate Offerings with Varying Terms. The Committee shall have the power, in its discretion, to establish
separate, simultaneous or overlapping Offerings having different terms and conditions and to designate the Participating Company or Companies that may participate in a particular Offering, provided that each Offering under the Section 423 Plan
shall individually comply with the terms of the Plan and the 







 
requirements of Section 423(b)(5) of the Code that all Participants granted Purchase Rights pursuant to such Offering shall have the same rights and privileges within the meaning of such
section. 
 3.5 Policies and Procedures Established by the Company. Without regard to whether any Participant’s
Purchase Right may be considered adversely affected, the Company may, from time to time, consistent with the Plan, and with the requirements of Section 423 of the Code in the case of the Section 423 Plan, establish, change or terminate
such rules, guidelines, policies, procedures, limitations, or adjustments as deemed advisable by the Company, in its discretion, for the proper administration of the Plan, including, without limitation, (a) a minimum payroll deduction amount
required for participation in an Offering, (b) a limitation on the frequency or number of changes permitted in the rate of payroll deduction during an Offering, (c) an exchange ratio applicable to amounts withheld or paid in a currency
other than United States dollars, (d) a payroll deduction greater than or less than the amount designated by a Participant in order to adjust for the Company’s delay or mistake in processing a Subscription Agreement or in otherwise
effecting a Participant’s election under the Plan or as advisable to comply with the requirements of Section 423 of the Code, and (e) determination of the date and manner by which the Fair Market Value of a share of Stock is
determined for purposes of administration of the Plan. All such actions by the Company with respect to the Section 423 Plan shall be taken consistent with the requirements under Section 423(b)(5) of the Code that all Participants granted
Purchase Rights pursuant to an Offering shall have the same rights and privileges within the meaning of such section, except as otherwise permitted by Section 3.3 and the regulations under Section 423 of the Code. 

3.6 Indemnification. In addition to such other rights of indemnification as they may have as members of the Board or the Committee
or as officers or employees of the Participating Company Group, to the extent permitted by applicable law, members of the Board or the Committee and any officers or employees of the Participating Company Group to whom authority to act for the Board,
the Committee or the Company is delegated shall be indemnified by the Company against all reasonable expenses, including attorneys’ fees, actually and necessarily incurred in connection with the defense of any action, suit or proceeding, or in
connection with any appeal therein, to which they or any of them may be a party by reason of any action taken or failure to act under or in connection with the Plan, or any right granted hereunder, and against all amounts paid by them in settlement
thereof (provided such settlement is approved by independent legal counsel selected by the Company) or paid by them in satisfaction of a judgment in any such action, suit or proceeding, except in relation to matters as to which it shall be adjudged
in such action, suit or proceeding that such person is liable for gross negligence, bad faith or intentional misconduct in duties; provided, however, that within sixty (60) days after the institution of such action, suit or proceeding, such
person shall offer to the Company, in writing, the opportunity at its own expense to handle and defend the same. 
  

	 	4.	SHARES SUBJECT TO PLAN. 


4.1 Maximum Number of Shares Issuable. Subject to adjustment as provided in Sections 4.2 and 4.3, the maximum aggregate
number of shares of Stock that may be issued under the Plan and the Section 423 Plan shall be 560,907, and the maximum aggregate number of shares of Stock that may be issued under the Non-423 Plan shall be 560,907, less the








 
aggregate number of shares of Stock issued under the Section 423 Plan. Shares issued under the Plan shall consist of authorized but unissued or reacquired shares of Stock, or any combination
thereof. If an outstanding Purchase Right for any reason expires or is terminated or canceled, the shares of Stock allocable to the unexercised portion of that Purchase Right shall again be available for issuance under the Plan. 

4.2 Annual Increase in Maximum Number of Shares Issuable. Subject to adjustment as provided in Section 4.3, the maximum
aggregate number of shares of Stock that may be issued under the Plan and the Section 423 Plan as set forth in Section 4.1 shall be cumulatively increased automatically on January 1, 2014 and on each subsequent January 1, through
and including January 1, 2023, by a number of shares (the “Annual Increase”) equal to the smallest of (a) one percent (1%) of the number of shares of the combined Series 1 Common Stock and Series
2 Common Stock of the Company issued and outstanding on the immediately preceding December 31, (b) 1,400,000 shares, or (c) an amount determined by the Board. 
 4.3 Adjustments for Changes in Capital Structure. Subject to any required action by the stockholders of the Company and the requirements of Section 424 of the Code to the extent applicable, in
the event of any change in the Stock effected without receipt of consideration by the Company, whether through merger, consolidation, reorganization, reincorporation, recapitalization, reclassification, stock dividend, stock split, reverse stock
split, split-up, split-off, spin-off, combination of shares, exchange of shares, or similar change in the capital structure of the Company, or in the event of payment of a dividend or distribution to the stockholders of the Company in a form other
than Stock (excepting regular, periodic cash dividends) that has a material effect on the Fair Market Value of shares of Stock, appropriate and proportionate adjustments shall be made in the number and kind of shares subject to the Plan, the Annual
Increase, any limit on the maximum aggregate number of shares which may be purchased by all Participants during an Offering Period or Purchase Period (as described in Section 8.2(b)), the number of shares subject to each Purchase Right, and in
the Purchase Price in order to prevent dilution or enlargement of Participants’ rights under the Plan. For purposes of the foregoing, conversion of any convertible securities of the Company shall not be treated as “effected without receipt
of consideration by the Company.” If a majority of the shares which are of the same class as the shares that are subject to outstanding Purchase Rights are exchanged for, converted into, or otherwise become (whether or not pursuant to an
Ownership Change Event) shares of another corporation (the “New Shares”), the Committee may unilaterally amend the outstanding Purchase Rights to provide that such Purchase Rights are for New Shares. In the
event of any such amendment, the number of shares subject to, and the exercise price per share of, the outstanding Purchase Rights shall be adjusted in a fair and equitable manner as determined by the Committee, in its discretion. Any fractional
share resulting from an adjustment pursuant to this Section shall be rounded down to the nearest whole number, and in no event may the Purchase Price be decreased to an amount less than the par value, if any, of the stock subject to the Purchase
Right. The adjustments determined by the Committee pursuant to this Section 4.3 shall be final, binding and conclusive. For the avoidance of doubt, the share numbers contained in this Plan reflect the stock split effected on June 12, 2013.









	 	5.	ELIGIBILITY. 

 5.1 Employees Eligible to Participate. Each Employee of a Participating Company is eligible to participate in the Plan and shall be deemed an Eligible Employee, except the following: 

(a) Any Employee who is customarily employed by the Participating Company Group for twenty (20) hours or less per week; or

 (b) Any Employee who is customarily employed by the Participating Company Group for not more than five (5) months in
any calendar year. 
 An Eligible Employee shall be eligible to participate in the Section 423 Plan or the Non-423 Plan in accordance with
the designation in Appendix A of the Participating Company by which such Employee is employed as either a Section 423 Plan Participating Company or a Non-423 Plan Participating Company. Notwithstanding the foregoing, Employees of a
Participating Company designated in Appendix A as a Section 423 Plan Participating Company who are citizens or residents of a non-United States jurisdiction (without regard to whether they are also citizens of the United States or
resident aliens) may be excluded from participation in the Section 423 Plan or an Offering thereunder if either (i) the grant of a Purchase Right under the Section 423 Plan or Offering to a citizen or resident of the foreign
jurisdiction is prohibited under the Local Law of such jurisdiction or (ii) compliance with the Local Law of such jurisdiction would cause the Section 423 Plan or Offering to violate the requirements of Section 423 of the Code. For
purposes of participation in the Non-423 Plan, Eligible Employees shall include any other Employees of the applicable Non-423 Plan Participating Company to the extent that applicable Local Law requires participation in the Plan to be extended to
such Employees, as determined by the Company. 
 5.2 Exclusion of Certain Stockholders. Notwithstanding any provision of
the Plan to the contrary, no Employee shall be treated as an Eligible Employee and granted a Purchase Right under the Section 423 Plan if, immediately after such grant, the Employee would own, or hold options to purchase, stock of the Company
or of any Parent Corporation or Subsidiary Corporation possessing five percent (5%) or more of the total combined voting power or value of all classes of stock of such corporation, as determined in accordance with Section 423(b)(3) of the
Code. For purposes of this Section 5.2, the attribution rules of Section 424(d) of the Code shall apply in determining the stock ownership of such Employee. 
 5.3 Determination by Company. The Company shall determine in good faith and in the exercise of its discretion whether an individual has become or has ceased to be an Employee or an Eligible
Employee and the effective date of such individual’s attainment or termination of such status, as the case may be. For purposes of an individual’s participation in or other rights, if any, under the Plan as of the time of the
Company’s determination of whether or not the individual is an Employee, all such determinations by the Company shall be final, binding and conclusive as to such rights, if any, notwithstanding that the Company or any court of law or
governmental agency subsequently makes a contrary determination as to such individual’s status as an Employee. 








	 	6.	OFFERINGS. 

 The Plan shall be implemented by sequential Offerings of approximately six (6) months’ duration or such other duration as the Committee shall determine. Offering Periods shall commence on or
about the fifteenth (15th) days of May and November of each year, immediately following the exercise of Purchase Rights in the immediately preceding Offering Period, and shall end on or about the fifteen (15th) days of the next November
and May, respectively, occurring thereafter. Notwithstanding the foregoing, the Committee may establish additional or alternative concurrent, sequential or overlapping Offering Periods, a different duration for one or more Offering Periods or
different commencing or ending dates for such Offering Periods; provided, however, that no Offering Period may have a duration exceeding twenty-seven (27) months. The Offering Date and duration of the initial Offering Period shall be
established by the Committee, provided that enrollment in the initial Offering Period shall not commence prior to the Registration Date. If the Committee shall so determine in its discretion, each Offering Period may consist of two (2) or more
consecutive Purchase Periods having such duration as the Committee shall specify, and the last day of each such Purchase Period shall be a Purchase Date. If the first or last day of an Offering Period or a Purchase Period is not a day on which the
principal stock exchange or quotation system on which the Stock is then listed is open for trading, the Company shall specify the trading day that will be deemed the first or last day, as the case may be, of the Offering Period or Purchase Period.

  

	 	7.	PARTICIPATION IN THE PLAN. 


7.1 Initial Participation. Enrollment in the initial Offering Period under the Plan shall not commence, and no Subscription
Agreement shall be accepted, prior to the Registration Date. An Eligible Employee may become a Participant in an Offering Period by delivering a properly completed written or electronic Subscription Agreement to the Company office or representative
designated by the Company (including a third-party administrator designated by the Company) not later than the close of business on the Subscription Date established by the Company for that Offering Period. An Eligible Employee who does not deliver
a properly completed Subscription Agreement in the manner permitted or required on or before the Subscription Date for an Offering Period shall not participate in the Plan for that Offering Period or for any subsequent Offering Period unless the
Eligible Employee subsequently delivers a properly completed Subscription Agreement to the appropriate Company office or representative on or before the Subscription Date for such subsequent Offering Period. An Employee who becomes an Eligible
Employee after the Offering Date of an Offering Period shall not be eligible to participate in that Offering Period but may participate in any subsequent Offering Period provided the Employee is still an Eligible Employee as of the Offering Date of
such subsequent Offering Period. 
 7.2 Continued Participation. Subject to Section 12.2, a Participant shall
automatically participate in the next Offering Period commencing immediately after the final Purchase Date of each Offering Period in which the Participant participates provided that the Participant remains an Eligible Employee on the Offering Date
of the new Offering Period and has not either (a) withdrawn from the Plan pursuant to Section 12.1, or (b) terminated employment or otherwise ceased to be an Eligible Employee as provided in Section 13. A Participant who may
automatically participate in a subsequent Offering Period, as provided in 







 
this Section, is not required to deliver any additional Subscription Agreement for the subsequent Offering Period in order to continue participation in the Plan. However, a Participant may
deliver a new Subscription Agreement for a subsequent Offering Period in accordance with the procedures set forth in Section 7.1 if the Participant desires to change any of the elections contained in the Participant’s then effective
Subscription Agreement. 
  

	 	8.	RIGHT TO PURCHASE SHARES.


 8.1 Grant of Purchase Right. Except as otherwise provided below, on the Offering Date of each Offering
Period, each Participant in such Offering Period shall be granted automatically a Purchase Right consisting of an option to purchase that number of whole shares of Stock determined by multiplying the Purchase Period Share Limit (as defined below) by
the number of Purchase Periods contained within such Offering Period. The Committee may, in its discretion and prior to the Offering Date of any Offering Period, change the method of determining the number of shares of Stock subject to Purchase
Rights to be granted on such Offering Date. No Purchase Right shall be granted on an Offering Date to any person who is not, on such Offering Date, an Eligible Employee. 
 8.2 Purchase Limitations. 
 (a) Individual Purchase Period Share
Limit. Except as otherwise determined by the Committee prior to the Offering Date of an Offering Period, no Participant shall be granted a Purchase Right permitting the Participant to purchase on the Purchase Date of any Purchase Period during
an Offering more than 600 shares (the “Purchase Period Share Limit”). The Purchase Period Share Limit shall be adjusted automatically on a pro rata basis (and rounded to the nearest whole share) for any Purchase Period having
a duration of more or less than six (6) months (determined by rounding to the nearest whole month). 
 (b) Aggregate
Purchase Limitations. The Committee may, in its discretion and prior to the Offering Date of any Offering Period, specify a maximum aggregate number of shares that may be purchased by all Participants in such Offering Period or on any Purchase
Date within an Offering Period. Unless otherwise specified by the Committee, any such limit shall apply in the aggregate to all Offering Periods or Purchase Periods ending on the same date, regardless of whether under the Section 423 Plan or
the Non-423 Plan. 
 (c) Calendar Year Purchase Limitation. Notwithstanding any provision of the Plan to the contrary,
no Participant (whether participating in the Section 423 Plan or the Non-423 Plan) shall be granted a Purchase Right which permits his or her right to purchase shares of Stock under the Plan to accrue at a rate which, when aggregated with such
Participant’s rights to purchase shares under all other employee stock purchase plans of a Participating Company intended to meet the requirements of Section 423 of the Code, exceeds Twenty-Five Thousand Dollars ($25,000) in Fair Market
Value (or such other limit, if any, as may be imposed by the Code) for each calendar year in which such Purchase Right is outstanding at any time. For purposes of the preceding sentence, the Fair Market Value of shares purchased during a given
Offering Period shall be determined as of the Offering Date for such Offering Period. The limitation described in this Section shall be applied in conformance with Section 423(b)(8) of the Code or any successor thereto and the regulations
thereunder. 








	 	9.	PURCHASE PRICE. 

 The Purchase Price at which each share of Stock may be acquired in an Offering Period upon the exercise of all or any portion of a Purchase Right shall be established by the Committee; provided, however,
that the Purchase Price on each Purchase Date shall not be less than eighty-five percent (85%) of the lesser of (a) the Fair Market Value of a share of Stock on the Offering Date of the Offering Period or (b) the Fair Market Value of
a share of Stock on the Purchase Date. Subject to adjustment as provided by the Plan and unless otherwise provided by the Committee, the Purchase Price for each Offering Period shall be eighty-five percent (85%) of the lesser of (a) the
Fair Market Value of a share of Stock on the Offering Date of the Offering Period or (b) the Fair Market Value of a share of Stock on the Purchase Date. 
  

	 	10.	ACCUMULATION OF PURCHASE PRICE THROUGH PAYROLL
DEDUCTION. 

 Except as provided in Section 11.1(b) with respect to a
Non-United States Offering or except as otherwise provided by the Committee in connection with an Offering under the Non-423 Plan, shares of Stock acquired pursuant to the exercise of all or any portion of a Purchase Right may be paid for only by
means of payroll deductions from the Participant’s Compensation accumulated during the Offering Period for which such Purchase Right was granted, subject to the following: 

10.1 Amount of Payroll Deductions. Except as otherwise provided herein, the amount to be deducted under the Plan from a
Participant’s Compensation on each pay day during an Offering Period shall be determined by the Participant’s Subscription Agreement. The Subscription Agreement shall set forth the percentage of the Participant’s Compensation to be
deducted on each pay day during an Offering Period in whole percentages of not less than one percent (1%) (except as a result of an election pursuant to Section 10.3 to stop payroll deductions effective following the first pay day during
an Offering) or more than twenty-five percent (25%). The Committee may change the foregoing limits on payroll deductions effective as of any Offering Date. 
 10.2 Commencement of Payroll Deductions. Payroll deductions shall commence on the first pay day following the Offering Date and shall continue to the end of the Offering Period unless sooner
altered or terminated as provided herein. 
 10.3 Change in Payroll Deductions. 

(a) Election to Decrease or Stop Payroll Deductions. During an Offering Period, a Participant may elect to decrease the rate of
or to stop deductions from his or her Compensation by delivering to the Company office or representative designated by the Company (including a third-party administrator designated by the Company) an amended Subscription Agreement authorizing such
change on or before the “Change Notice Date.” The “Change Notice Date” shall be a date prior to the beginning of the first pay period for which such election is to be effective as established by the
Company from time to time and announced to the Participants. A Participant who elects, effective following the first pay day of an Offering Period, to decrease the rate of his or her payroll deductions to zero percent (0%) shall nevertheless remain
a Participant in such Offering Period unless the Participant withdraws from the Plan as provided in Section 12.1. 







 (b) Election to Increase Payroll Deductions. The Committee may, in its discretion
and prior to the Offering Date of any Offering, permit Participants in such Offering to elect to increase the rate of deductions from their Compensation effective with the next Purchase Period within the Offering by delivering to the Company office
or representative designated by the Company (including a third-party administrator designated by the Company) an amended Subscription Agreement authorizing such change on or before the Change Notice Date prior to the commencement of such new
Purchase Period. 
 10.4 Administrative Suspension of Payroll Deductions. The Company may, in its discretion, suspend a
Participant’s payroll deductions under the Plan as the Company deems advisable to avoid accumulating payroll deductions in excess of the amount that could reasonably be anticipated to purchase the maximum number of shares of Stock permitted
(a) under the Participant’s Purchase Right, or (b) during a calendar year under the limit set forth in Section 8.2(c). Unless the Participant has either withdrawn from the Plan as provided in Section 12.1 or has ceased to be
an Eligible Employee, suspended payroll deductions shall be resumed at the rate specified in the Participant’s then effective Subscription Agreement either (i) at the beginning of the next Offering Period if the reason for suspension was
clause (a) in the preceding sentence, or (ii) at the beginning of the next Offering Period having a first Purchase Date that falls within the subsequent calendar year if the reason for suspension was clause (b) in the preceding
sentence. 
 10.5 Participant Accounts. Individual bookkeeping accounts shall be maintained for each Participant. All
payroll deductions from a Participant’s Compensation (and other amounts received from the Participant pursuant to a non-United States Participant pursuant to Section 11.1(b) or pursuant to an Offering under the Non-423 Plan) shall be
credited to such Participant’s Plan account and shall be deposited with the general funds of the Company (except as otherwise required by Local Law in connecting with an Offering under the Non-423 Plan). All such amounts received or held by the
Company may be used by the Company for any corporate purpose. 
 10.6 No Interest Paid. Interest shall not be paid on
sums deducted from a Participant’s Compensation pursuant to the Plan or otherwise credited to the Participant’s Plan account (except as otherwise required by Local Law in connection with an Offering under the Non-423 Plan). 

 

	 	11.	PURCHASE OF SHARES. 


11.1 Exercise of Purchase Right. 
 (a) Generally. Except as provided in Section 11.1(b), on each Purchase Date of an Offering Period, each Participant who has not withdrawn from the Plan and whose participation in the Offering
has not otherwise terminated before such Purchase Date shall automatically acquire pursuant to the exercise of the Participant’s Purchase Right the number of whole shares of Stock determined by dividing (a) the total amount of the
Participant’s payroll 







 
deductions accumulated in the Participant’s Plan account during the Offering Period and not previously applied toward the purchase of Stock by (b) the Purchase Price. However, in no
event shall the number of shares purchased by the Participant during an Offering Period exceed the number of shares subject to the Participant’s Purchase Right. No shares of Stock shall be purchased on a Purchase Date on behalf of a Participant
whose participation in the Offering or the Plan has terminated before such Purchase Date. 
 (b) Purchase by Non-United
States Participants for Whom Payroll Deductions Are Prohibited by Applicable Law. Notwithstanding Section 11.1(a), where payroll deductions on behalf of Participants who are citizens or residents of countries other than the United States
(without regard to whether they are also citizens of the United States or resident aliens) are prohibited by applicable Local Law, the Committee may establish a separate Offering (a “Non-United States Offering”)
covering all Eligible Employees of one or more Participating Companies subject to such prohibition on payroll deductions. The Non-United States Offering shall provide another method for payment of the Purchase Price with such terms and conditions as
shall be administratively convenient and comply with applicable Local Law. On each Purchase Date of the Offering Period applicable to a Non-United States Offering, each Participant who has not withdrawn from the Plan and whose participation in such
Offering Period has not otherwise terminated before such Purchase Date shall automatically acquire pursuant to the exercise of the Participant’s Purchase Right a number of whole shares of Stock determined in accordance with Section 11.1(a)
to the extent of the total amount of the Participant’s Plan account balance accumulated during the Offering Period in accordance with the method established by the Committee and not previously applied toward the purchase of Stock. However, in
no event shall the number of shares purchased by a Participant during such Offering Period exceed the number of shares subject to the Participant’s Purchase Right. The Company shall refund to a Participant in a Non-United States Offering in
accordance with Section 11.4 any excess Purchase Price payment received from such Participant. 
 11.2 Pro Rata
Allocation of Shares. If the number of shares of Stock which might be purchased by all Participants on a Purchase Date exceeds the number of shares of Stock remaining available for issuance under the Plan or the maximum aggregate number of
shares of Stock that may be purchased on such Purchase Date pursuant to a limit established by the Committee pursuant to Section 8.2(b), the Company shall make a pro rata allocation of the shares available in as uniform a manner as practicable
and as the Company determines to be equitable. Any fractional share resulting from such pro rata allocation to any Participant shall be disregarded. 
 11.3 Delivery of Title to Shares. Subject to any governing rules or regulations, as soon as practicable after each Purchase Date, the Company shall issue or cause to be issued to or for the benefit
of each Participant the shares of Stock acquired by the Participant on such Purchase Date by means of one or more of the following: (a) by delivering to the Participant evidence of book entry shares of Stock credited to the account of the
Participant, (b) by depositing such shares of Stock for the benefit of the Participant with any broker with which the Participant has an account relationship, or (c) by delivering such shares of Stock to the Participant in certificate
form. 







 11.4 Return of Plan Account Balance. Any cash balance remaining in a
Participant’s Plan account following any Purchase Date shall be refunded to the Participant as soon as practicable after such Purchase Date. However, if the cash balance to be returned to a Participant pursuant to the preceding sentence is less
than the amount that would have been necessary to purchase an additional whole share of Stock on such Purchase Date, the Company may retain the cash balance in the Participant’s Plan account to be applied toward the purchase of shares of Stock
in the subsequent Purchase Period or Offering Period. 
 11.5 Tax Withholding. At the time a Participant’s Purchase
Right is exercised, in whole or in part, or at the time a Participant disposes of some or all of the shares of Stock he or she acquires under the Plan, the Participant shall make adequate provision for the federal, state, local and foreign taxes
(including social insurance), if any, required to be withheld by any Participating Company upon exercise of the Purchase Right or upon such disposition of shares, respectively. A Participating Company may, but shall not be obligated to, withhold
from the Participant’s compensation the amount necessary to meet such withholding obligations. The Company or any other Participating Company shall have the right to take such other action as it determines to be necessary or advisable to
satisfy withholding obligations for such taxes. 
 11.6 Expiration of Purchase Right. Any portion of a Participant’s
Purchase Right remaining unexercised after the end of the Offering Period to which the Purchase Right relates shall expire immediately upon the end of the Offering Period. 
 11.7 Provision of Reports and Stockholder Information to Participants. Each Participant who has exercised all or part of his or her Purchase Right shall receive, as soon as practicable after the
Purchase Date, a report of such Participant’s Plan account setting forth the total amount credited to his or her Plan account prior to such exercise, the number of shares of Stock purchased, the Purchase Price for such shares, the date of
purchase and the cash balance, if any, remaining immediately after such purchase that is to be refunded or retained in the Participant’s Plan account pursuant to Section 11.4. The report required by this Section may be delivered or made
available in such form and by such means, including by electronic transmission, as the Company may determine. In addition, each Participant shall be provided information concerning the Company equivalent to that information provided generally to the
Company’s common stockholders. 
  

	 	12.	WITHDRAWAL FROM PLAN. 


12.1 Voluntary Withdrawal from the Plan. A Participant may withdraw from the Plan by signing and delivering to the Company office
or representative designated by the Company (including a third-party administrator designated by the Company) a written or electronic notice of withdrawal on a form provided by the Company for this purpose. Such withdrawal may be elected at any time
prior to the end of an Offering Period; provided, however, that if a Participant withdraws from the Plan after a Purchase Date, the withdrawal shall not affect shares of Stock acquired by the Participant on such Purchase Date. A Participant who
voluntarily withdraws from the Plan is prohibited from resuming participation in the Plan in the same Offering from which he or she withdrew, but may participate in any subsequent Offering by again satisfying the requirements of Sections 5 and
7.1. The Company may impose, from time to time, a requirement that the notice of withdrawal from the Plan be on file with the Company office or representative designated by the Company for a reasonable period prior to the effectiveness of the
Participant’s withdrawal. 







 12.2 Automatic Withdrawal from Offering and Re-enrollment. If the Fair Market Value
of a share of Stock on a Purchase Date within an Offering Period (the “Old Offering Period”), other than the final Purchase Date of the Old Offering Period, is less than the Fair Market Value of a share of Stock on the
Offering Date of the Old Offering Period, then every Participant in the Old Offering Period automatically shall be (a) withdrawn from the Old Offering Period immediately after the purchase of shares on such Purchase Date and (b) enrolled
in a new Offering Period of the same duration as the full term of the Old Offering Period commencing on the same day immediately following the purchase of shares on such Purchase Date, provided that the Participant then remains an Eligible Employee.

 12.3 Return of Plan Account Balance. Upon a Participant’s voluntary withdrawal from the Plan pursuant to
Section 12.1, the Participant’s accumulated Plan account balance which has not been applied toward the purchase of shares of Stock shall be refunded to the Participant as soon as practicable after the withdrawal, without the payment of any
interest (except as otherwise required by Local Law in connection with an Offering under the Non-423 Plan), and the Participant’s interest in the Plan and the Offering shall terminate. Such amounts to be refunded in accordance with this Section
may not be applied to any other Offering under the Plan. 
  

	 	13.	TERMINATION OF EMPLOYMENT OR ELIGIBILITY.


 Upon a Participant’s ceasing, prior to a Purchase Date, to be an Employee of the Participating Company
Group for any reason, including retirement, disability or death, or upon the failure of a Participant to remain an Eligible Employee, the Participant’s participation in the Plan shall terminate immediately. In such event, the Participant’s
Plan account balance which has not been applied toward the purchase of shares of Stock shall, as soon as practicable, be returned to the Participant or, in the case of the Participant’s death, to the Participant’s beneficiary designated in
accordance with Section 20, if any, or legal representative, and all of the Participant’s rights under the Plan shall terminate. Interest shall not be paid on sums returned pursuant to this Section 13 (except as otherwise required by
Local Law in connection with an Offering under the Non-423 Plan). A Participant whose participation has been so terminated may again become eligible to participate in the Plan by satisfying the requirements of Sections 5 and 7.1. 

 

	 	14.	EFFECT OF CHANGE IN CONTROL ON PURCHASE
RIGHTS. 

 In the event of a Change in Control, the surviving, continuing,
successor, or purchasing corporation or parent thereof, as the case may be (the “Acquiring Corporation”), may, without the consent of any Participant, assume or continue the Company’s rights and obligations
under outstanding Purchase Rights or substitute substantially equivalent purchase rights for the Acquiring Corporation’s stock. If the Acquiring Corporation elects not to assume, continue or substitute for the outstanding Purchase Rights, the
Purchase Date of the then current Offering Period shall be accelerated to a date before the date of the Change in Control specified by the Committee, but the number of shares of Stock subject to outstanding Purchase Rights








 
shall not be adjusted. All Purchase Rights which are neither assumed or continued by the Acquiring Corporation in connection with the Change in Control nor exercised as of the date of the Change
in Control shall terminate and cease to be outstanding effective as of the date of the Change in Control. 
  

	 	15.	NONTRANSFERABILITY OF PURCHASE RIGHTS. 


Neither payroll deductions or other amounts credited to a Participant’s Plan account nor a Participant’s Purchase Right may be
assigned, transferred, pledged or otherwise disposed of in any manner other than as provided by the Plan or by will or the laws of descent and distribution. (A beneficiary designation pursuant to Section 20 shall not be treated as a disposition
for this purpose.) Any such attempted assignment, transfer, pledge or other disposition shall be without effect, except that the Company may treat such act as an election to withdraw from the Plan as provided in Section 12.1. A Purchase Right
shall be exercisable during the lifetime of the Participant only by the Participant. 
  

	 	16.	COMPLIANCE WITH APPLICABLE LAW. 


The issuance of shares of Stock or other property under the Plan shall be subject to compliance with all applicable requirements of
federal, state and foreign securities law and other applicable laws, rules and regulations, and approvals by government agencies as may be required or as the Company deems necessary or advisable. A Purchase Right may not be exercised if the issuance
of shares upon such exercise would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any securities exchange or market system upon which the Stock may then be
listed. In addition, no Purchase Right may be exercised unless (a) a registration statement under the Securities Act shall at the time of exercise of the Purchase Right be in effect with respect to the shares issuable upon exercise of the
Purchase Right, or (b) in the opinion of legal counsel to the Company, the shares issuable upon exercise of the Purchase Right may be issued in accordance with the terms of an applicable exemption from the registration requirements of the
Securities Act. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance and sale of any shares under the Plan shall
relieve the Company of any liability in respect of the failure to issue or sell such shares as to which such requisite authority shall not have been obtained. As a condition to the exercise of a Purchase Right, the Company may require the
Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation, and to make any representation or warranty with respect thereto as may be requested by the Company.

  

	 	17.	RIGHTS AS A STOCKHOLDER AND EMPLOYEE.


 A Participant shall have no rights as a stockholder by virtue of the Participant’s participation in the
Plan until the date of the issuance of the shares of Stock purchased pursuant to the exercise of the Participant’s Purchase Right (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the
Company). No adjustment shall be made for dividends, distributions or other rights for which the record date is prior to the date such shares are issued, except as provided in Section 4.3. Nothing herein shall confer upon








 
a Participant any right to continue in the employ of the Participating Company Group or interfere in any way with any right of any Participating Company to terminate the Participant’s
employment at any time. 
  

	 	18.	NOTIFICATION OF DISPOSITION OF SHARES. 


The Company may require the Participant to give the Company prompt notice of any disposition of shares of Stock acquired by exercise of a
Purchase Right. The Company may require that until such time as a Participant disposes of shares of Stock acquired upon exercise of a Purchase Right, the Participant shall hold all such shares in the Participant’s name until the later of two
years after the date of grant of such Purchase Right or one year after the date of exercise of such Purchase Right. The Company may direct that the certificates evidencing shares of Stock acquired by exercise of a Purchase Right refer to such
requirement to give prompt notice of disposition. 
  

	 	19.	LEGENDS. 

 The Company may at any time place legends or other identifying symbols referencing any applicable federal, state or foreign securities law restrictions or any provision convenient in the administration of
the Plan on some or all of the certificates representing shares of Stock issued under the Plan. The Participant shall, at the request of the Company, promptly present to the Company any and all certificates representing shares acquired pursuant to a
Purchase Right in the possession of the Participant in order to carry out the provisions of this Section. Unless otherwise specified by the Company, legends placed on such certificates may include but shall not be limited to the following:

 “THE SHARES EVIDENCED BY THIS CERTIFICATE WERE ISSUED BY THE CORPORATION TO THE REGISTERED HOLDER UPON THE PURCHASE OF
SHARES UNDER AN EMPLOYEE STOCK PURCHASE PLAN AS DEFINED IN SECTION 423 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. THE TRANSFER AGENT FOR THE SHARES EVIDENCED HEREBY SHALL NOTIFY THE CORPORATION IMMEDIATELY OF ANY TRANSFER OF THE SHARES
BY THE REGISTERED HOLDER HEREOF. THE REGISTERED HOLDER SHALL HOLD ALL SHARES PURCHASED UNDER THE PLAN IN THE REGISTERED HOLDER’S NAME (AND NOT IN THE NAME OF ANY NOMINEE).” 

 

	 	20.	DESIGNATION OF BENEFICIARY. 


20.1 Designation Procedure. Subject to applicable Local Law and procedures, a Participant may file a written designation of a
beneficiary who is to receive (a) shares and cash, if any, from the Participant’s Plan account if the Participant dies subsequent to a Purchase Date but prior to delivery to the Participant of such shares and cash, or (b) cash, if
any, from the Participant’s Plan account if the Participant dies prior to the exercise of the Participant’s Purchase Right. If a married Participant designates a beneficiary other than the Participant’s spouse, the effectiveness of
such designation may be subject to the consent of the Participant’s spouse. A Participant may change his or her beneficiary designation at any time by written notice to the Company. 







 20.2 Absence of Beneficiary Designation. If a Participant dies without an effective
designation pursuant to Section 20.1 of a beneficiary who is living at the time of the Participant’s death, the Company shall deliver any shares or cash credited to the Participant’s Plan account to the Participant’s legal
representative or as otherwise required by applicable law. 
  

	 	21.	NOTICES. 

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

	 	22.	AMENDMENT OR TERMINATION OF THE PLAN.


 The Committee may at any time amend, suspend or terminate the Plan, except that (a) no such amendment,
suspension or termination shall affect Purchase Rights previously granted under the Plan unless expressly provided by the Committee, and (b) no such amendment, suspension or termination may adversely affect a Purchase Right previously granted
under the Plan without the consent of the Participant, except to the extent permitted by the Plan or as may be necessary to qualify the Section 423 Plan as an employee stock purchase plan pursuant to Section 423 of the Code or to comply
with any applicable law, regulation or rule. In addition, an amendment to the Plan must be approved by the stockholders of the Company within twelve (12) months of the adoption of such amendment if such amendment would authorize the sale of
more shares than are then authorized for issuance under the Plan or would change the definition of the corporations that may be designated by the Committee as Participating Companies. Notwithstanding the foregoing, in the event that the Committee
determines that continuation of the Plan or an Offering would result in unfavorable financial accounting consequences to the Company, the Committee may, in its discretion and without the consent of any Participant, including with respect to an
Offering Period then in progress: (i) terminate the Plan or any Offering Period, (ii) accelerate the Purchase Date of any Offering Period, (iii) reduce the discount or the method of determining the Purchase Price in any Offering
Period (e.g., by determining the Purchase Price solely on the basis of the Fair Market Value on the Purchase Date), (iv) reduce the maximum number of shares of Stock that may be purchased in any Offering Period, or (v) take any combination
of the foregoing actions. 
  

	 	23.	NO REPRESENTATIONS WITH RESPECT TO TAX
QUALIFICATION. 

 Although the Company may endeavor to (a) qualify
Purchase Rights for favorable tax treatment under the laws of the United States or jurisdictions outside of the United States (e.g., options granted under Section 423 of the Code) or (b) avoid adverse tax treatment (e.g.,
under Section 409A of the Code), the Company makes no representation to that effect and expressly disavows any covenant to maintain favorable or avoid unfavorable tax treatment, anything to the contrary in this Plan. The Company shall be
unconstrained in its corporate activities without regard to the potential negative tax impact on Participants under the Plan. 








	 	24.	CHOICE OF LAW. 


Except to the extent governed by applicable federal law, the validity, interpretation, construction and performance of the Plan and each
Subscription Agreement shall be governed by the laws of the State of Texas, without regard to its conflict of law rules. 
 IN
WITNESS WHEREOF, the undersigned Secretary of the Company certifies that the foregoing sets forth the RetailMeNot, Inc. 2013 Employee Stock Purchase Plan as duly adopted by the Board on July 3, 2013. 

 

	
	 /s/ Louis J. Agnese, III

	Louis J. Agnese, III, Secretary