EX-10.4



 EXHBIT 10.4 
 FINANCIAL ENGINES, INC. 
 AMENDED AND RESTATED 

2009 STOCK INCENTIVE PLAN 
 NOTICE OF STOCK OPTION GRANT 
 Vesting December 31, 2015

 You have been granted the following Option to purchase Common Stock of FINANCIAL ENGINES, INC. (the
“Company”) under the Company’s Amended and Restated 2009 Stock Incentive Plan (the “Plan”): 
  

			
	Name of Optionee:	  	%%FIRST  NAME%-% %%LAST  NAME%-%
		
	Total Number of Option Shares Granted:	  	%%TOTAL  SHARES  GRANTED,’999,999,999’%-%
		
	Type of Option:	  	%%OPTION  TYPE  LONG%-%
		
	Exercise Price Per Share:	  	%%OPTION  PRICE,’$999,999,999.99’%-%
		
	Grant Date:	  	%%OPTION  DATE%-%
		
	Vesting Commencement Date:	  	%%VEST  BASE  DATE%-%
		
	Vesting Schedule:	  	This Option becomes exercisable with respect to 100% of the Shares subject to this Option on December 31, 2015, subject to your continuous Service as an Employee or a Consultant
through, and including, December 31, 2015. Partial accelerated vesting may apply in some circumstances.
		
	Expiration Date:	  	%%EXPIRE  DATE  PERIOD1%-%. This Option expires earlier if your Service terminates earlier, as described in the Stock Option
Agreement.

 By your acceptance of this Stock Option Grant, you agree that this Option is granted under and
governed by the terms and conditions of the Plan and the Stock Option Agreement (the “Agreement”), which are attached to and made a part of this document. 
 By accepting this Stock Option Grant you further agree that the Company may deliver by e-mail all documents relating to the Plan or this Award (including without limitation, prospectuses required by
the Securities and Exchange Commission) and all other documents that the Company is required to deliver to its security holders (including without limitation, annual reports and proxy statements). You also agree that the Company may deliver these
documents by posting them on a website maintained by the Company or by a third party under contract with the Company. If the Company posts these documents on a website, it will notify you by e-mail. 

 

			
	FINANCIAL ENGINES, INC.
	
	




	By:	 	 RAYMOND J. SIMS

	Title:	 	 E.V.P. and Chief Financial Officer


  

  

FINANCIAL ENGINES, INC. 

2013 FORM OF STOCK OPTION AGREEMENT –
VESTING DECEMBER 31, 2015 
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 AMENDED AND RESTATED 

2009 STOCK INCENTIVE PLAN 
 STOCK OPTION GRANT AGREEMENT 
 Vesting December 31, 2015

  

			
	Tax Treatment	  	This Option is intended to be an incentive stock option under Section 422 of the Internal Revenue Code or a non-qualified option, as provided in the Notice of Stock Option Grant.
Even if this Option is designated as an incentive stock option, it shall be deemed to be a non-qualified option to the extent required by the $100,000 annual limitation under Section 422(d) of the Internal Revenue Code.
		
	Vesting	  	This Option becomes exercisable in installments, as shown in the Notice of Stock Option Grant. This Option will in no event become exercisable for additional Shares after your
Service as an Employee or a Consultant has terminated for any reason. Notwithstanding the foregoing, if your Service as an Employee or a Consultant terminates as a result of (i) death, (ii) Total and Permanent Disability, or (iii) an Involuntary
Termination (as defined below) at any time within twelve (12) months after a Change in Control, then the vesting of the Option shall accelerate with respect to that number of Shares for which the Option would have vested during the twelve (12)
months following the termination of Service in the event of (i) or (ii), or following the consummation of the Change in Control in the event of (iii).
		
	Term	  	This Option expires in any event at the close of business at Company headquarters on the day before the 10th anniversary of the Grant Date, as shown on the Notice of Stock Option
Grant (fifth anniversary for a more than 10% stockholder as provided under the Plan if this is an incentive stock option). This Option may expire earlier if your Service terminates, as described below.
		
	Regular Termination	  	If your Service terminates for any reason except death or Total and Permanent Disability, then this Option will expire at the close of business at Company headquarters on the
date three (3) months after the date your Service terminates (or, if earlier, the Expiration Date). The Company determines when your Service terminates for this purpose and all purposes under the Plan and its determinations are conclusive and
binding on all persons.
		
	Involuntary Termination	  	“Involuntary Termination” means (i) without your express written consent, a material diminution of your authority, duties, position or responsibilities relative to your
authority, duties, position or responsibilities in effect immediately prior to such reduction (provided that for this purpose, your authority, duties, position and responsibilities will not be deemed to be materially diminished if following a Change
in Control you retain the same authority, duties and responsibilities with respect to the Company business or the business with which such business is operationally merged or subsumed); (ii) without your express written consent, a material reduction
by the Company of your base salary or bonus opportunity as in effect immediately prior to such reduction; (iii) without your express written consent, the relocation of your principal place of employment to a facility or a location more than fifty
(50) miles from your then current location; (iv) without your express written consent, any purported termination of your Service by the Company which is not effected for Cause. A termination due to death or disability shall not be considered an
Involuntary Termination. A termination shall not be considered an “Involuntary Termination” unless you provide written notice to the Company of the condition described in subsections (i), (ii) or (iii) above within ninety (90) days after
the initial existence of such condition, the Company fails to remedy the condition within thirty (30) days following the receipt of such notice, and you terminate your employment within twelve months following the Change in Control.


  

FINANCIAL ENGINES, INC. 

2013 FORM OF STOCK OPTION AGREEMENT –
VESTING DECEMBER 31, 2015 
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	Cause	  	“Cause” means (i) commission of a felony, an act involving moral turpitude, or an act constituting common law fraud, and which has a material adverse effect on the
business or affairs of the Company or its affiliates or stockholders; (ii) intentional or willful misconduct or refusal to follow the lawful instructions of the Board of Directors; or (iii) intentional breach of Company confidential information
obligations which has an adverse effect on the Company or its affiliates or stockholders. For these purposes, no act or failure to act shall be considered “intentional or willful” unless it is done, or omitted to be done, in bad faith
without a reasonable belief that the action or omission is in the best interests of the Company.
		
	Death	  	If your Service terminates because of death, then this Option will expire at the close of business at Company headquarters on the date eighteen (18) months after the date your
Service terminates (or, if earlier, the Expiration Date). During that period of up to eighteen (18) months, your estate or heirs may exercise the Option.
		
	Disability	  	If your Service terminates because of your Total and Permanent Disability, then this Option will expire at the close of business at Company headquarters on the date twelve (12)
months after the date your Service terminates (or, if earlier, the Expiration Date).
		
	Leaves of Absence	  	For purposes of this Option, your Service does not terminate when you go on a military leave, a sick leave or another bona fide leave of absence, if the leave was approved by the
Company in writing and if continued crediting of Service is required by the terms of the leave or by applicable law. But your Service terminates when the approved leave ends, unless you immediately return to active work.
		
	Restrictions on Exercise	  	The Company will not permit you to exercise this Option if the issuance of Shares at that time would violate any law or regulation. The inability of the Company to obtain
approval from any regulatory body having authority deemed by the Company to be necessary to the lawful issuance and sale of the Company stock pursuant to this Option shall relieve the Company of any liability with respect to the non-issuance or sale
of the Company stock as to which such approval shall not have been obtained.
		
	Notice of Exercise	  	When you wish to exercise this Option you must provide a notice of exercise form in accordance with such procedures as are established by the Company and communicated to you from
time to time. Any notice of exercise must specify how many Shares you wish to purchase and how your Shares should be registered. The notice of exercise will be effective when it is received by the Company. If someone else wants to exercise this
Option after your death, that person must prove to the Company’s satisfaction that he or she is entitled to do so.
		
	Form of Payment	  	When you submit your notice of exercise, you must include payment of the Option exercise price for the Shares you are purchasing. Payment may be made in the following
form(s):
		
		  	 •      Your personal check, a cashier’s check or a
money order.
  

•      Certificates for Shares that you own, along with any forms needed to
effect a transfer of those Shares to the Company. The value of the Shares, determined as of the effective date of the Option exercise, will be applied to the Option exercise price. Instead of surrendering Shares, you may attest to the ownership of
those Shares on a form provided by the Company and have the same number of Shares subtracted from the Shares issued to you upon exercise of the Option. However, you may not surrender or attest to the ownership of Shares in payment of the exercise
price if your action would cause the Company to recognize a compensation expense (or additional compensation expense) with respect to this Option for financial reporting purposes.

		
		  	 •      By delivery on a form approved by the Company of an irrevocable direction to a
securities broker approved by the Company to sell all or part of the Shares that are issued to you when you exercise this Option and to deliver to the Company from the sale proceeds an amount sufficient to pay the Option exercise price and any
withholding taxes. The balance of the sale proceeds, if any, will be delivered to you. The directions must be given by providing a notice of exercise form approved by the Company.



  

FINANCIAL ENGINES, INC. 

2013 FORM OF STOCK OPTION AGREEMENT –
VESTING DECEMBER 31, 2015 
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		  	 •      By delivery on a form approved by the Company of an irrevocable direction to a
securities broker or lender approved by the Company to pledge Shares that are issued to you when you exercise this Option as security for a loan and to deliver to the Company from the loan proceeds an amount sufficient to pay the Option exercise
price and any withholding taxes. The directions must be given by providing a notice of exercise form approved by the Company.

		
		  	 •      Any other form permitted by the Committee in its sole
discretion.

		
		  	Notwithstanding the foregoing, payment may not be made in any form that is unlawful, as determined by the Committee in its sole discretion.
		
	 Withholding Taxes

and Stock Withholding
	  	Regardless of any action the Company takes with respect to any or all income tax, social insurance, payroll tax or other tax-related withholding (the “Tax-Related
Items”), you acknowledge that the ultimate liability for all Tax-Related Items legally due by you is and remains your responsibility and that the Company (1) makes no representations or undertakings regarding the treatment of any Tax-Related
Items in connection with any aspect of this Award, including the grant and vesting of the Award, the issuance of Shares upon exercise of the Award, the subsequent sale of Shares acquired pursuant to the Award and the receipt of any dividends or
other distributions, if any; and (2) does not commit to structure the terms of the grant or any aspect of the Award to reduce or eliminate your liability for Tax-Related Items.
		
		  	You will not be allowed to exercise this Option unless you make arrangements acceptable to the Company to pay any withholding taxes that may be due as a result of this Award or
the Option exercise. These arrangements, at the sole discretion of the Company, may include (a) having the Company withhold taxes from the proceeds of the sale of the Shares, either through a voluntary sale or through a mandatory sale arranged by
the Company (on your behalf pursuant to this authorization), (b) having the Company withhold Shares that otherwise would be issued to you when you exercise this Option having a Fair Market Value equal to the amount necessary to satisfy the minimum
statutory withholding amount, or (c) any other arrangement approved by the Company. The Fair Market Value of any Shares withheld, determined as of the effective date of the Option exercise, will be applied as a credit against the withholding taxes.
You also authorize the Company, or your actual employer, to satisfy all withholding obligations of the Company or your actual employer with respect to this Award from your wages or other cash compensation payable to you by the Company or your actual
employer.
		
	Restrictions on Resale	  	You agree not to sell any Shares at a time when applicable laws, Company policies or an agreement between the Company and its underwriters prohibit a sale. This restriction will
apply as long as your Service continues and for such period of time after the termination of your Service as the Company may specify.
		
	Transfer of Option	  	In general, only you can exercise this Option prior to your death. You may not sell, transfer, assign, pledge or otherwise dispose of this Option, other than as designated by you
by will or by the laws of descent and distribution, except as provided below. For instance, you may not use this Option as security for a loan. If you attempt to do any of these things, this Option will immediately become invalid. You may in any
event dispose of this Option in your will. Regardless of any marital property settlement agreement, the Company is not obligated to honor a notice of exercise from your former spouse, nor is the Company obligated to recognize your former
spouse’s interest in your Option in any other way.
		
	Retention Rights	  	Neither your Option nor this Agreement gives you the right to be employed or retained by the Company or a subsidiary of the Company in any capacity. The Company and its
subsidiaries reserve the right to terminate your Service at any time, with or without cause.


  

FINANCIAL ENGINES, INC. 

2013 FORM OF STOCK OPTION AGREEMENT –
VESTING DECEMBER 31, 2015 
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	Stockholder Rights	  	Your Options carry neither voting rights nor rights to dividends. You, or your estate or heirs, have no rights as a stockholder of the Company unless and until you have exercised
this Option by giving the required notice to the Company and paying the exercise price. No adjustments will be made for dividends or other rights if the applicable record date occurs before you exercise this Option, except as described in the
Plan.
		
	Adjustments	  	In the event of a stock split, a stock dividend or a similar change in Company Shares, the number of Shares covered by this Option and the exercise price per Share shall be
adjusted pursuant to the Plan.
		
	Successors and Assigns	  	Except as otherwise provided in the Plan or this Agreement, every term of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective
heirs, legatees, legal representatives, successors, transferees and assigns.
		
	Notice	  	Any notice required or permitted under this Agreement shall be given in writing and shall be deemed effectively given upon the earliest of personal delivery, receipt or the third
full day following mailing with postage and fees prepaid, addressed to the other party hereto at the address last known in the Company’s records or at such other address as such party may designate by ten (10) days’ advance written notice
to the other party hereto.
		
	Applicable Law	  	This Agreement will be interpreted and enforced under the laws of the State of Delaware (without regard to their choice-of-law provisions).
		
	The Plan and Other Agreements	  	The text of the Plan is incorporated in this Agreement by reference. All capitalized terms in the Agreement shall have the meanings assigned to them in the Plan. This Agreement
and the Plan constitute the entire understanding between you and the Company regarding this Option. Any prior agreements, commitments or negotiations concerning this Option are superseded. This Agreement may be amended by the Committee without your
consent; however, if any such amendment would materially impair your rights or obligations under the Agreement, this Agreement may be amended only by another written agreement, signed by you and the Company.

 BY ACCEPTING THIS AGREEMENT, 

YOU AGREE TO ALL OF THE TERMS AND CONDITIONS 
 DESCRIBED ABOVE AND IN THE PLAN. 

  

FINANCIAL ENGINES, INC. 

2013 FORM OF STOCK OPTION AGREEMENT –
VESTING DECEMBER 31, 2015 
 -5-