Website
Pros, Inc.


 


Restricted
Stock Grant Notice


 


Website Pros, Inc. (the “Company”),
pursuant to its 2008 Equity Incentive Plan as defined below (the “Plan”) hereby grants to Participant the right to
acquire the number of shares of the Company’s Common Stock set forth below (“Award”). This Award is subject to
all of the terms and conditions as set forth herein and in the Restricted Stock Agreement and the Plan, both of which are attached
hereto and incorporated herein in their entirety.


 


Participant:


Date of Grant:


Vesting Commencement Date


Number of Shares Subject to Award:


 


Vesting
Schedule:        As Indicated in the Grant Acceptance


 


Additional Terms/Acknowledgements:
The undersigned Participant acknowledges receipt of, and understands and agrees to, this Grant Notice, the Restricted Stock Agreement
and the Plan. Participant also acknowledges receipt of the Website Pros, Inc. 2008 Equity Incentive Plan Prospectus. Participant
further acknowledges that as of the Date of Grant, this Grant Notice, the Restricted Stock Agreement and the Plan set forth the
entire understanding between Participant and the Company regarding the acquisition of stock in the Company pursuant to the Award
and supersede all prior oral and written agreements on that subject with the exception of (i) Awards previously granted and delivered
to Participant under the Plan, and (ii) the following agreements only:


 


	Other Agreements:	 	 	 
	 	 	 	 	 
	Website Pros, Inc.	 	Participant:
	 	 	 	 	 
	By:	 	 	 	 
	 	Signature	 	 	Signature
	 	 	 	 	 
	Title:	 	 	Date: 	 
	 	 	 	 	 
	Date:	 	 	 	 


 


Attachments:
         Restricted Stock Agreement and Plan


  




    	 



    	 



    

 


Attachment
I


 


Website
Pros, Inc.


 


Restricted
Stock Agreement


 


Pursuant to the Restricted
Stock Grant Notice (the “Grant Notice”) and this Restricted Stock Agreement (“Agreement”),
Website Pros, Inc. (the “Company”) has awarded you (“Participant”) the right
to acquire shares of Common Stock from the Company pursuant to Section 6(a) of the Company’s 2008 Equity Incentive Plan (the
“Plan”) for the number of shares indicated in the Grant Notice (collectively, the “Award”).
The Award is granted in exchange for services rendered by you to the Company or an Affiliate. Defined terms not explicitly defined
in this Agreement but defined in the Plan shall have the same definitions as in the Plan.


 


The details of your
Award, in addition to those set forth in the Grant Notice, are as follows:


 


1.           Acquisition
of Shares. By signing the Grant Notice, you hereby agree to acquire from the Company, and
the Company hereby agrees to issue to you, the aggregate number of shares of Common Stock specified in your Grant Notice for the
consideration set forth in Section 3 and subject to all of the terms and conditions of the Award and the Plan. You may not
acquire less than the aggregate number of shares specified in the Grant Notice.


 


2.           Closing.
Your acquisition of the shares shall be consummated as follows:


 


(a)        You
will acquire the shares by delivering your Grant Notice, executed by you in the manner required by the Company, to the Corporate
Secretary of the Company, or to such other person as the Company may designate, during regular business hours, on the date that
you have executed the Grant Notice (or at such other time and place as you and the Company may mutually
agree upon in writing) (the “Closing Date”) along with any consideration, other than your past or future
services, required to be delivered by you by law on the Closing Date and such additional documents as the Company may then
require.


 


(b)        The
Company will direct the transfer agent for the Company to deliver to the Escrow Agent pursuant to the terms of Section 9 below,
the certificate or certificates evidencing the shares of Common Stock being acquired by you. You acknowledge and agree that any
such shares may be held in book entry form directly registered with the transfer agent or in such other form as the Company may
determine.


 


3.          Consideration.
Unless otherwise required by law, the shares of Common Stock to be delivered to you on the Closing Date shall be deemed paid, in
whole or in part, in exchange for past and future services rendered or to be rendered to the Company or an Affiliate in the amounts
and to the extent required by law.


 




    	 



    	 



    

  


4.          Vesting.
The shares will vest as provided in the Vesting Schedule set forth in your Grant Notice, provided that vesting shall cease upon
the termination of your Continuous Service. Note that if a vesting date falls on a day that is not a business day, such day shall
instead fall on the last preceding business day. Notwithstanding the foregoing, in the event that you are subject to the Company’s
Trading in Securities by Covered Persons Policy or any successor policy (such policy, or any successor policy, the “Insider
Trading Policy”) and any shares covered by your Award vest on a day (the “Original Vest Date”)
that does not occur during a “window period” applicable to you as determined by the Company in accordance with such
policy, then such shares shall not vest on such Original Vest Date and shall instead vest on the earliest to occur of the following:
(i) the first day of the next “window period” applicable to you pursuant to such policy; (ii) the date of the termination
of your Continuous Service after the Original Vest Date; or (iii) the day that is sixty (60) days after the Original Vest Date.
Shares acquired by you that have vested in accordance with the Vesting Schedule set forth in the Grant Notice and this Section
4(a) or any other provision of the Plan are “Vested Shares.” Shares acquired by you pursuant to this Agreement that
are not Vested Shares are “Unvested Shares.”


 


5.          Capitalization
Changes. The number of shares of Common Stock subject to your Award and referenced in your Grant Notice may be adjusted
from time to time for changes in capitalization pursuant to Section 9(a) of the Plan.


 


6.          Securities
Law Compliance. You may not be issued any Common Stock under your Award unless the shares of Common Stock are either
(i) then registered under the Securities Act of 1933, as amended (the “Securities Act”), or (ii) the Company has determined
that such issuance would be exempt from the registration requirements of the Securities Act. Your Award must also comply with other
applicable laws and regulations governing the Award, and you shall not receive such Common Stock if the Company determines that
such receipt would not be in material compliance with such laws and regulations.


 


7.          Right
of Reacquisition. The Company shall simultaneously with the termination of your Continuous Service automatically reacquire
(the “Reacquisition Right”) for no consideration all of the Unvested Shares, unless the Company
agrees to waive its Reacquisition Right as to some or all of the Unvested Shares. Any such waiver shall be exercised by the Company
by written notice to you or your representative (with a copy to the Escrow Agent) within ninety (90) days after the termination
of your Continuous Service, and the Escrow Agent may then release to you the number of Unvested Shares not being reacquired by
the Company. If the Company does not waive its reacquisition right as to all of the Unvested Shares, then upon such termination
of your Continuous Service, the Escrow Agent shall transfer to the Company the number of Unvested Shares the Company is reacquiring.
The Reacquisition Right shall expire when all of the shares have become Vested Shares in accordance with Section 4.


 


8.          Certain
Corporate Transactions. In the event of a Corporate Transaction as defined in the Plan, the Reacquisition Right may
be assigned by the Company to the successor of the Company (or such successor’s parent company), if any, in connection with
such transaction. To the extent the Reacquisition Right remains in effect following such transaction, it shall apply to the new
capital stock, cash or other property received in exchange for the Common Stock in consummation of the transaction, but only to
the extent the Common Stock was at the time covered by such right.


 




    	 



    	 



    

  


9.          Escrow
of Unvested Common Stock. As security for your faithful performance of the terms of this Agreement and to insure the
availability for delivery of your Common Stock upon execution of the Reacquisition Right provided in Section 7, above, you agree
to the following “Joint Escrow” and “Joint Escrow Instructions,” and you and the Company hereby authorize
and direct the Corporate Secretary of the Company or the Corporate Secretary’s designee (“Escrow Agent”)
to hold the documents delivered to Escrow Agent pursuant to the terms of this Agreement and of your Grant Notice, in accordance
with the following Joint Escrow Instructions:


 


(a)        In
the event you cease your Continuous Service, the Company shall pursuant to the Reacquisition Right in Section 7, above, automatically
reacquire for no consideration all Unvested Shares, within the meaning of Section 4, above, as of the date of such termination,
unless the Company elects to waive such right as to some or all of the Unvested Shares. If the Company (or its assignee) elects
to waive the Reacquisition Right, the Company or its assignee will give you and Escrow Agent a written notice specifying the number
of shares of stock not to be reacquired. You and the Company hereby irrevocably authorize and direct Escrow Agent to close the
transaction contemplated by such notice as soon as practicable following the date of termination of service in accordance with
the terms of this Agreement and the notice of waiver, if any.


 


(b)        Vested
Shares shall be delivered to you upon your request given in the manner provided in Section 19 for providing notice.


 


(c)        At
any closing involving the transfer or delivery of some or all of the property subject to the Grant Notice and this Agreement, Escrow
Agent is directed (i) to date any stock assignments necessary for the transfer in question, (ii) to fill in the number
of shares being transferred, and (iii) to deliver same, together with the certificate, if any, evidencing the shares of Common
Stock to be transferred, to you or the Company, as applicable.


 


(d)        You
irrevocably authorize the Company to deposit with Escrow Agent the certificates, if any, evidencing shares of Common Stock to be
held by Escrow Agent hereunder and any additions and substitutions to said shares as specified in this Agreement. You do hereby
irrevocably constitute and appoint Escrow Agent as your attorney-in-fact and agent for the term of this escrow to execute with
respect to such securities and other property all documents of assignment and/or transfer and all stock certificates necessary
or appropriate to make all securities negotiable and complete any transaction herein contemplated.


 


(e)        This
escrow shall terminate upon the expiration or application in full of the Reacquisition Right, whichever occurs first, and the completion
of the tasks contemplated by these Joint Escrow Instructions.


 


(f)        If
at the time of termination of this escrow, Escrow Agent should have in its possession any documents, securities, or other property
belonging to you, Escrow Agent shall deliver all of same to you and shall be discharged of all further obligations hereunder.


 




    	 



    	 



    

  


(g)       Except
as otherwise provided in these Joint Escrow Instructions, Escrow Agent’s duties hereunder may be altered, amended, modified,
or revoked only by a writing signed by all of the parties hereto.


 


(h)       Escrow
Agent shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be
protected in relying or refraining from acting on any instrument reasonably believed by Escrow Agent to be genuine and to have
been signed or presented by the proper party or parties or their assignees. Escrow Agent shall not be personally liable for any
act Escrow Agent may do or omit to do hereunder as Escrow Agent or as attorney-in-fact for you while acting in good faith and any
act done or omitted by Escrow Agent pursuant to the advice of Escrow Agent’s own attorneys shall be conclusive evidence of
such good faith.


 


(i)        Escrow
Agent is hereby expressly authorized to disregard any and all warnings given by any of the parties hereto or by any other person
or corporation, excepting only orders or process of courts of law, and is hereby expressly authorized to comply with and obey orders,
judgments, or decrees of any court. In case Escrow Agent obeys or complies with any such order, judgment, or decree of any court,
Escrow Agent shall not be liable to any of the parties hereto or to any other person, firm, or corporation by reason of such compliance,
notwithstanding any such order, judgment, or decree being subsequently reversed, modified, annulled, set aside, vacated, or found
to have been entered without jurisdiction.


 


(j)        Escrow
Agent shall not be liable in any respect on account of the identity, authority, or rights of the parties executing or delivering
or purporting to execute or deliver this Agreement or any documents or papers deposited or called for hereunder.


 


(k)       Escrow
Agent shall not be liable for the outlawing of any rights under any statute of limitations with respect to these Joint Escrow Instructions
or any documents deposited with Escrow Agent.


 


(l)        Escrow
Agent’s responsibilities as Escrow Agent hereunder shall terminate if Escrow Agent shall cease to be the Secretary
of the Company or if Escrow Agent shall resign by written notice to each party. In the event of any such termination, the Company
may appoint any officer or assistant officer of the Company or other person who in the future assumes the position of Secretary
for the Company as successor Escrow Agent and you hereby confirm the appointment of such successor or successors as your attorney-in-fact
and agent to the full extent of such successor Escrow Agent’s appointment.


 


(m)      If
Escrow Agent reasonably requires other or further instruments in connection with these Joint Escrow Instructions or obligations
in respect hereto, the necessary parties hereto shall join in furnishing such instruments.


 


(n)       It
is understood and agreed that should any dispute arise with respect to the delivery and/or ownership or right of possession of
the securities, Escrow Agent is authorized and directed to retain in its possession without liability to anyone all or any part
of said securities until such dispute shall have been settled either by mutual written agreement of the parties concerned or by
a final order, decree, or judgment of a court of competent jurisdiction after the time for appeal has expired and no appeal has
been perfected, but Escrow Agent shall be under no duty whatsoever to institute or defend any such proceedings.


 




    	 



    	 



    

  


(o)       By
signing this Agreement below Escrow Agent becomes a party hereto only for the purpose of said Joint Escrow Instructions in this
Section 9; Escrow Agent does not become a party to any other rights and obligations of this Agreement apart from those in this
Section 9.


 


(p)       Escrow
Agent shall be entitled to employ such legal counsel and other experts as Escrow Agent may deem necessary properly to advise Escrow
Agent in connection with Escrow Agent’s obligations hereunder. Escrow Agent may rely upon the advice of such counsel, and
may pay such counsel reasonable compensation therefor. The Company shall be responsible for all fees generated by such legal counsel
in connection with Escrow Agent’s obligations hereunder.


 


(q)      
These Joint Escrow Instructions set forth in this Section 9 shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and permitted assigns. It is understood and agreed that references to “Escrow Agent”
or “Escrow Agent’s” herein refer to the original Escrow Agent and to any and all successor Escrow Agents. It
is understood and agreed that the Company may at any time or from time to time assign its rights under the Agreement and these
Joint Escrow Instructions in whole or in part.


 


10.        Execution
of Documents. You hereby acknowledge and agree that the manner selected by the Company by
which you indicate your consent to your Grant Notice is also deemed to be your execution of your Grant Notice and of this Agreement.
You further agree that such manner of indicating consent may be relied upon as your signature for establishing your execution of
any documents to be executed in the future in connection with your Award.


 


11.        Irrevocable
Power of Attorney.  You constitute and appoint the Company’s Secretary as attorney-in-fact
and agent to transfer said Common Stock on the books of the Company with full power of substitution in the premises, and to
execute with respect to such securities and other property all documents of assignment and/or transfer and all stock certificates
necessary or appropriate to make all securities negotiable and complete any transaction herein contemplated.
This is a special power of attorney coupled with an interest (specifically, the Company’s underlying security interest in
retaining the shares of Common Stock in the event you do not perform the requisite services for the Company), and is irrevocable
and shall survive your death or legal incapacity. This power of attorney is limited to the matters specified in this Agreement.


 


12.        Rights
as Stockholder. Subject to the provisions of this Agreement, you shall have the right to exercise all rights and privileges
of a stockholder of the Company with respect to the shares deposited in the
Joint Escrow. You shall be deemed to be the holder of the shares for purposes of receiving any dividends that may be paid with
respect to such shares and for purposes of exercising any voting rights relating to such shares, even if some or all of the shares
are Unvested Shares. Any dividends paid in respect of the Unvested Shares shall be deemed unvested and subject to all of the terms
and conditions of this Agreement, including but not limited to the provisions of Sections 4, 7 and 9, above, to the same extent
as applicable to the Unvested Shares as to which such dividends were paid.


 




    	 



    	 



    

  


13.        Transfer
Restrictions. In addition to any other limitation on transfer created by applicable securities laws, you shall not sell,
assign, hypothecate, donate, encumber, or otherwise dispose of any interest in the Common Stock while such shares of Common Stock
are Unvested Shares or continue to be held in the Joint Escrow; provided, however, that an interest in such shares may be
transferred pursuant to a qualified domestic relations order as defined in the Code or Title I of the Employee Retirement Income
Security Act. After any Common Stock has been released from the Joint Escrow, you shall not sell, assign, hypothecate, donate,
encumber, or otherwise dispose of any interest in the Common Stock except in compliance with the provisions herein and applicable
securities laws.


 


14.        Restrictive
Legends. The certificates representing the Common Stock shall have endorsed thereon appropriate legends as determined
by the Company.


 


15.        Non-transferability
of the Award. Your Award (except for Vested Shares issued pursuant thereto) is not transferable except by will or by
the laws of descent and distribution. In the event of the termination of your Continuous Service prior to the Closing Date, the
Closing shall not occur.


 


16.        Award
not a Service Contract. Your Award is not an employment or service contract, and nothing in your Award shall be deemed
to create in any way whatsoever any obligation on your part to continue in the service of the Company or an Affiliate, or on the
part of the Company or an Affiliate to continue such service. In addition, nothing in your Award shall obligate the Company or
an Affiliate, their respective stockholders, Boards of Directors, Officers or Employees to continue any relationship that you might
have as an Employee or Consultant of the Company or an Affiliate.


 


17.        Withholding
Obligations. At the time your Award is granted, or at any time thereafter as requested by the Company, you hereby authorize
withholding from any amounts payable to you, or otherwise agree to make adequate provision in cash for, any sums required to satisfy
the federal, state, local and foreign tax withholding obligations of the Company or any Affiliate, if any, which arise in connection
with your Award. In the Company’s sole discretion, the Company may elect, and you hereby authorize the Company, to withhold
Vested Shares in such amounts as the Company determines are necessary to satisfy your obligation pursuant to the preceding sentence.
Unless the tax withholding obligations of the Company and/or any Affiliate are satisfied, the Company shall have no obligation
to issue a certificate for such shares or release such shares from any escrow provided for herein, and shall have no liability
to you for any such delay in the issuance of such shares.


 




    	 



    	 



    

  


18.         Tax
Consequences. You agree to review with your own tax advisors the federal, state, local and foreign tax consequences
of this investment and the transactions contemplated by this Agreement. You shall rely solely on such advisors and not on any statements
or representations of the Company or any of its agents. You understand that you (and not the Company) shall be responsible for
your own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement. You understand
that Section 83 of the Code taxes as ordinary income to you the fair market value of the shares of Common Stock as of the date
any restrictions on the shares lapse (that is, as of the date on which part or all of the shares vest). In this context, “restriction”
includes the right of the Company to reacquire the shares pursuant to its Reacquisition Right. You understand that you may elect
to be taxed on the fair market value of the shares at the time the shares are acquired rather than when and as the Company’s
Reacquisition Right expires by filing an election under Section 83(b) of the Code with the Internal Revenue Service within thirty
(30) days after the date you acquire the shares pursuant to your Award. YOU ACKNOWLEDGE THAT IT IS YOUR SOLE RESPONSIBILITY, AND
NOT THE COMPANY’S, TO FILE A TIMELY ELECTION UNDER CODE SECTION 83(b), EVEN IF YOU REQUEST THE COMPANY OR ITS REPRESENTATIVES
TO MAKE THE FILING ON YOUR BEHALF. You further acknowledge that you are aware that should you file an election under Section 83(b)
of the Code and then subsequently forfeit the shares, you will not be able to report as a loss the value of any shares forfeited
and will not get a refund of any of the tax paid.


 


19.         Notices.
Any notice or request required or permitted hereunder shall be given in writing to each of the other parties hereto and shall be
deemed effectively given on the earlier of (a) the date of personal delivery, including delivery by express courier, or (b) the
date that is five days after deposit in the United States mail (whether or not actually received by the addressee), by registered
or certified mail with postage and fees prepaid, addressed at the following addresses, or at such other address(es) as a party
may designate by ten days’ advance written notice to each of the other parties hereto:


 


	 	Company:	Website Pros, Inc.
	 	 	Attn: General Counsel
	 	 	12735 Gran Bay Parkway West
	 	 	Building 200
	 	 	Jacksonville, FL 32258
	 	 	 
	 	You:	Your address as on file with the Company at the time notice is given
	 	 	 
	 	Escrow Agent:	Corporate Secretary
	 	 	Website Pros, Inc.
	 	 	12735 Gran Bay Parkway West
	 	 	Building 200
	 	 	Jacksonville, FL 32258


 


20.         Headings.
The headings of the Sections in this Agreement are inserted for convenience only and shall not be deemed to constitute a part of
this Agreement or to affect the meaning of this Agreement.


 


21.         Miscellaneous.


 


(a)        The
rights and obligations of the Company under your Award shall be transferable by the Company to any one or more persons or entities,
and all covenants and agreements hereunder shall inure to the benefit of, and be enforceable by, the Company’s successors
and assigns. Your rights and obligations under your Award may only be assigned with the prior written consent of the Company.


 




    	 



    	 



    

 





(b)        You
agree upon request to execute any further documents or instruments necessary or desirable in the sole determination of the Company
to carry out the purposes or intent of your Award.


 


(c)        You
acknowledge and agree that you have reviewed your Award in its entirety, have had an opportunity to obtain the advice of counsel
prior to executing and accepting your Award and fully understand all provisions of your Award.


 


(d)        This
Agreement shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or
national securities exchanges as may be required.


 


(e)        All
obligations of the Company under the Plan and this Agreement shall be binding on any successor to the Company, whether the existence
of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially
all of the business and/or assets of the Company.


 


22.         Governing
Plan Document. Your Award is subject to all the provisions of the Plan, the provisions of which are hereby made a part
of your Award, and is further subject to all interpretations, amendments, rules and regulations which may from time to time be
promulgated and adopted pursuant to the Plan. In the event of any conflict between the provisions of your Award and those of the
Plan, the provisions of the Plan shall control.


 


23.         Effect
on Other Employee Benefit Plans. The value of the Award subject to this Agreement shall not be included as compensation,
earnings, salaries, or other similar terms used when calculating benefits under any employee benefit plan (other than the Plan)
sponsored by the Company or any Affiliate except as such plan otherwise expressly provides. The Company expressly reserves its
rights to amend, modify, or terminate any or all of the employee benefit plans of the Company or any Affiliate.


 


24.         Choice
of Law. The interpretation, performance and enforcement of this Agreement shall be governed by the law of the state
of Delaware without regard to such state’s conflicts of laws rules.


 


25.         Severability.
If all or any part of this Agreement or the Plan is declared by any court or governmental authority to be unlawful or invalid,
such unlawfulness or invalidity shall not invalidate any portion of this Agreement or the Plan not declared to be unlawful or invalid.
Any Section of this Agreement (or part of such a Section) so declared to be unlawful or invalid shall, if possible, be construed
in a manner which will give effect to the terms of such Section or part of a Section to the fullest extent possible while remaining
lawful and valid.


 


26.         Other
Documents. You hereby acknowledge receipt or the right to receive a document providing the information required by Rule
428(b)(1) promulgated under the Securities Act. In addition, you acknowledge receipt of the Company’s Insider Trading Policy.


 




    	 



    	 



    

  


27.        Application
of Section 409A.  This Award is intended to be exempt from the application of Section
409A of the Code (“Section 409A”) pursuant to Treasury Regulation 1.409A-1(b)(6). Notwithstanding the
foregoing or any other provision of this Agreement to the contrary, to the extent that (a) one or more of the payments or
benefits received or to be received by you pursuant to this Agreement would constitute deferred compensation subject to the requirements
of Section 409A, and (b) you are a “specified employee” within the meaning of Section 409A, then such payment or benefit
(or portion thereof) will be delayed until the earliest date following your “separation from service” with the Company
within the meaning of Section 409A on which the Company can provide such payment or benefit to you without your incurrence of any
additional tax or interest pursuant to Section 409A, with all payments or benefits due thereafter occurring in accordance with
the original schedule.


 


* * * * *


 


        This
Restricted Stock Agreement shall be deemed to be signed by the Company and the Participant upon the signing by the Participant
of the Restricted Stock Grant Notice to which it is attached.


 


        The
Escrow Agent hereby acknowledges and accepts its rights and responsibilities pursuant to Section 9, above.


 


 


___________________________


 


Escrow Agent


 




    	 



    	 



    

 


Attachment
II


 


Website
Pros, Inc.


 


2008
Equity Incentive Plan


 


Approved
By Board on: March 31, 2008


Approved
By Stockholders: May 13, 2008


Termination
Date: March 31, 2018


 


1.           General.


 


(a)         Eligible
Award Recipients. The persons eligible to receive Awards are Employees, Directors and Consultants.


 


(b)         Available
Awards. The Plan provides for the grant of the following Awards: (i) Incentive Stock Options,
(ii) Nonstatutory Stock Options, (iii) Restricted Stock Awards, (iv) Restricted Stock Unit Awards, (v) Stock Appreciation Rights,
(vi) Performance Stock Awards, (vii) Performance Cash Awards, and (viii) Other Stock Awards.


 


(c)         General
Purpose. The Company, by means of the Plan, seeks to secure and retain the services of the group of persons eligible to receive
Awards as set forth in Section 1(a), to provide incentives for such persons to exert maximum efforts for the success of the Company
and any Affiliate and to provide a means by which such eligible recipients may be given an opportunity to benefit from increases
in value of the Common Stock through the granting of Stock Awards.


 


2.           Administration.


 


(a)         Administration
by Board. The Board shall administer the Plan unless and until the Board delegates administration of the Plan to a Committee
or Committees, as provided in Section 2(c).


 


(b)         Powers
of Board. The Board shall have the power, subject to, and within the limitations of, the express provisions of the Plan:


 


(i)        To
determine from time to time (A) which of the persons eligible under the Plan shall be granted Awards; (B) when and how each Award
shall be granted; (C) what type or combination of types of Award shall be granted; (D) the provisions of each Award granted (which
need not be identical), including the time or times when a person shall be permitted to receive cash or Common Stock pursuant to
a Stock Award; and (E) the number of shares of Common Stock with respect to which a Stock Award shall be granted to each such person.


 


(ii)       To
construe and interpret the Plan and Awards, and to establish, amend and revoke rules and regulations for the Plan’s administration.
The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan or in any Stock Award Agreement
or in the written terms of a Performance Cash Award, in a manner and to the extent it shall deem necessary or expedient to make
the Plan or Award fully effective.


 




    	 



    	 



    

 


(iii)       To
settle all controversies regarding the Plan and Awards.


 


(iv)       To
accelerate the time at which a Stock Award may first be exercised or the time during which an Award or any part thereof will vest
in accordance with the Plan, notwithstanding the provisions in the Award stating the time at which it may first be exercised or
the time during which it will vest.


 


(v)        To
suspend or terminate the Plan at any time. Suspension or termination of the Plan shall not impair rights and obligations under
any Stock Award granted while the Plan is in effect except with the written consent of the affected Participant.


 


(vi)       To
amend the Plan in any respect the Board deems necessary or advisable, including, without limitation, relating to Incentive Stock
Options and certain nonqualified deferred compensation under Section 409A of the Code and to bring the Plan and/or Stock Awards
into compliance therewith, subject to the limitations, if any, of applicable law. However, except as provided in Section 9(a)


relating to Capitalization Adjustments, stockholder approval shall be required for any amendment of the
Plan that either (A) materially increases the number of shares of Common Stock available for issuance under the Plan, (B) materially
expands the class of individuals eligible to receive Awards under the Plan, (C) materially increases the benefits accruing to Participants
under the Plan or materially reduces the price at which shares of Common Stock may be issued or purchased under the Plan, (D) materially
extends the term of the Plan, or (E) expands the types of Awards available for issuance under the Plan, but only to the extent
required by applicable law or listing requirements. Except as provided above, rights under any Award granted before amendment of
the Plan shall not be impaired by any amendment of the Plan unless (1) the Company requests the consent of the affected Participant,
and (2) such Participant consents in writing. 


 


(vii)     To
submit any amendment to the Plan for stockholder approval, including, but not limited to, amendments to the Plan intended to satisfy
the requirements of (A) Section 162(m) of the Code and the regulations thereunder regarding the exclusion of performance-based
compensation from the limit on corporate deductibility of compensation paid to Covered Employees, (B) Section 422 of the Code regarding
“incentive stock options” or (C) Rule 16b-3.


 


(viii)    To
approve forms of Award Agreements for use under the Plan and to amend the terms of any one or more Awards, including, but not limited
to, amendments to provide terms more favorable to the Participant than previously provided in the Award Agreement, subject to any
specified limits in the Plan that are not subject to Board discretion; provided however, that the Participant’s rights
under any Award shall not be impaired by any such amendment unless (A) the Company requests the consent of the affected Participant,
and (B) such Participant consents in writing. Notwithstanding the foregoing, subject to the limitations of applicable law, if any,
and without the affected Participant’s consent, the Board may amend the terms of any one or more Awards if necessary to maintain
the qualified status of the Award as an Incentive Stock Option or to bring the Award into compliance with Section 409A of the Code
and Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such
regulations or other guidance that may be issued or amended after the Effective Date.


 




    	 



    	 



    

 


(ix)      Generally,
to exercise such powers and to perform such acts as the Board deems necessary or expedient to promote the best interests of the
Company and that are not in conflict with the provisions of the Plan or Awards.


 


(x)       To
adopt such procedures and sub-plans as are necessary or appropriate to permit participation in the Plan by Employees, Directors
or Consultants who are foreign nationals or employed outside the United States. 


 


(c)         Delegation
to Committee.


 


(i)        General.
The Board may delegate some or all of the administration of the Plan to a Committee or Committees. If administration of the Plan
is delegated to a Committee, the Committee shall have, in connection with the administration of the Plan, the powers theretofore
possessed by the Board that have been delegated to the Committee, including the power to delegate to a subcommittee of the Committee
any of the administrative powers the Committee is authorized to exercise (and references in this Plan to the Board shall thereafter
be to the Committee or subcommittee), subject, however, to such resolutions, not inconsistent with the provisions of the Plan,
as may be adopted from time to time by the Board. The Board may retain the authority to concurrently administer the Plan with the
Committee and may, at any time, revest in the Board some or all of the powers previously delegated to the Committee, Committees,
subcommittee or subcommittees.


 


(ii)       Section
162(m) and Rule 16b-3 Compliance. In the sole discretion of the Board, the Committee may
consist solely of two (2) or more Outside Directors, in accordance with Section 162(m) of the Code, or solely of two (2) or more
Non-Employee Directors, in accordance with Rule 16b-3. In addition, the Board or the Committee, in its sole discretion, may (A)
delegate to a Committee which need not consist of Outside Directors the authority to grant Awards to eligible persons who are either
(1) not then Covered Employees and are not expected to be Covered Employees at the time of recognition of income resulting from
such Stock Award, or (2) not persons with respect to whom the Company wishes to comply with Section 162(m) of the Code, or (B)
delegate to a Committee which need not consist of Non-Employee Directors the authority to grant Stock Awards to eligible persons
who are not then subject to Section 16 of the Exchange Act.


 


(d)         Delegation
to an Officer. The Board may delegate to one (1) or more Officers the authority to do one or both of the following (i) designate
Employees who are not Officers to be recipients of Options (and, to the extent permitted by applicable law, other Stock Awards)
and the terms thereof, and (ii) determine the number of shares of Common Stock to be subject to such Stock Awards granted to such
Employees; provided, however, that the Board resolutions regarding such delegation shall specify the total number
of shares of Common Stock that may be subject to the Stock Awards granted by such Officer and that such Officer may not grant
a Stock Award to himself or herself. Notwithstanding anything to the contrary in this Section 2(d), the Board may not delegate
to an Officer authority to determine the Fair Market Value pursuant to Section 13(u)(ii) below.


 




    	 



    	 



    

 


(e)         Effect
of Board’s Decision. All determinations, interpretations and constructions made by the Board in good faith shall not
be subject to review by any person and shall be final, binding and conclusive on all persons.


 


(f)        
Cancellation and Re-Grant of Stock Awards. Neither the Board nor any Committee shall have the authority to: (i) reprice any
outstanding Stock Awards under the Plan, or (ii) cancel and re-grant any outstanding Stock Awards under the Plan, unless the stockholders
of the Company have approved such an action within twelve (12) months prior to such an event. 


 


3.           Shares
Subject to the Plan.


 


(a)         Share
Reserve. Subject to the provisions of Section 9 relating to adjustments upon changes in stock, the aggregate number of shares
of Common Stock that may be issued pursuant to Stock Awards after the Effective Date shall not exceed three million (3,000,000)
shares (the “Share Reserve”). For clarity, the foregoing is a limitation on the number of shares of the
Common Stock that may be issued pursuant to the Plan and does not limit the granting of Stock Awards except as provided in Section
7(a). Shares may be issued in connection with a merger or acquisition as permitted by NASD Rule 4350(i)(1)(A)(iii) or, if applicable,
NYSE Listed Company Manual Section 303A.08, or AMEX Company Guide Section 711, and such issuance shall not reduce the number of
shares available for issuance under the Plan. Furthermore, if a Stock Award (i) expires or otherwise terminates without having
been exercised in full or (ii) is settled in cash (i.e., the holder of the Stock Award receives cash rather than stock),
such expiration, termination or settlement shall not reduce (or otherwise offset) the number of shares of the Common Stock that
may be issued pursuant to the Plan.


 


(b)         Reversion
of Shares to the Share Reserve. If any shares of common stock issued pursuant to a Stock Award are forfeited back to the Company
because of the failure to meet a contingency or condition required to vest such shares in the Participant, then the shares which
are forfeited shall revert to and again become available for issuance under the Plan. Also, any shares reacquired by the Company
pursuant to Section 8(g) or as consideration for the exercise of an Option shall again become available for issuance under the
Plan. Notwithstanding the provisions of this Section 3(b), any such shares shall not be subsequently issued pursuant to the exercise
of Incentive Stock Options.


 


(c)         Incentive
Stock Option Limit. Notwithstanding anything to the contrary in this Section 3(d), subject to the provisions of Section 9(a)
relating to Capitalization Adjustments the aggregate maximum number of shares of Common Stock that may be issued pursuant to the
exercise of Incentive Stock Options shall be the number of shares of Common Stock in the Share Reserve.


 


(d)         Section
162(m) Limitation on Annual Grants. Subject to the provisions of Section 9(a)


relating to Capitalization Adjustments, at such time as the Company may be subject to the applicable provisions
of Section 162(m) of the Code, no Employee shall be eligible to be granted during any calendar year Stock Awards whose value is
determined by reference to an increase over an exercise or strike price of at least one hundred percent (100%) of the Fair Market
Value on the date the Stock Award is granted covering more than one million (1,000,000) shares of Common Stock.


 




    	 



    	 



    

 


(e)         Source
of Shares. The stock issuable under the Plan shall be shares of authorized but unissued or reacquired Common Stock, including
shares repurchased by the Company on the market or otherwise.


 


4.           Eligibility.


 


(a)         Eligibility
for Specific Stock Awards. Incentive Stock Options may be granted only to employees of the Company or a parent corporation
or subsidiary corporation (as such terms are defined in Sections 424(e) and (f) of the Code). Stock Awards other than Incentive
Stock Options may be granted to Employees, Directors and Consultants.


 


(b)         Ten
Percent Stockholders. A Ten Percent Stockholder shall not be granted an Incentive Stock Option unless the exercise price of
such Option is at least one hundred ten percent (110%) of the Fair Market Value on the date of grant and the Option is not exercisable
after the expiration of five (5) years from the date of grant.


 


(c)         Consultants.
A Consultant shall be eligible for the grant of a Stock Award only if, at the time of grant,
a Form S-8 Registration Statement under the Securities Act (“Form S-8”) is available to register either
the offer or the sale of the Company’s securities to such Consultant because of the nature of the services that the Consultant
is providing to the Company, because the Consultant is a natural person, or because of any other rule governing the use of Form
S-8. 


 


5.           Option
Provisions.


 


Each Option shall be
in such form and shall contain such terms and conditions as the Board shall deem appropriate. All Options shall be separately designated
Incentive Stock Options or Nonstatutory Stock Options at the time of grant, and, if certificates are issued, a separate certificate
or certificates shall be issued for shares of Common Stock purchased on exercise of each type of Option. If an Option is not specifically
designated as an Incentive Stock Option, then the Option shall be a Nonstatutory Stock Option. The provisions of separate Options
need not be identical; provided, however, that each Option Agreement shall include (through incorporation of provisions
hereof by reference in the Option Agreement or otherwise) the substance of each of the following provisions:


 


(a)         Term.
Subject to the provisions of Section 4(b) regarding Ten Percent Stockholders, no Option shall be exercisable after the expiration
of ten (10) years from the date of its grant or such shorter period specified in the Option Agreement.


 


(b)         Exercise
Price. Subject to the provisions of Section 4(b) regarding Ten Percent Stockholders, the exercise price of each Option shall
be not less than one hundred percent (100%) of the Fair Market Value of the Common Stock subject to the Option on the date the
Option is granted. Notwithstanding the foregoing, an Option may be granted with an exercise price lower than one hundred percent
(100%) of the Fair Market Value of the Common Stock subject to the Option if such Option is granted pursuant to an assumption
of or substitution for another option in a manner consistent with the provisions of Section 424(a) of the Code (whether or not
such options are Incentive Stock Options).


 




    	 



    	 



    

 


(c)         Consideration.
The purchase price of Common Stock acquired pursuant to the exercise of an Option shall be paid, to the extent permitted by applicable
law and as determined by the Board in its sole discretion, by any combination of the methods of payment set forth below. The Board
shall have the authority to grant Options that do not permit all of the following methods of payment (or otherwise restrict the
ability to use certain methods) and to grant Options that require the consent of the Company to utilize a particular method of
payment. The methods of payment permitted by this Section 6(c) are:


 


(i)        by
cash, check, bank draft or money order payable to the Company;


 


(ii)       pursuant
to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance of the stock
subject to the Option, results in either the receipt of cash (or check) by the Company or the receipt of irrevocable instructions
to pay the aggregate exercise price to the Company from the sales proceeds;


 


(iii)      by
delivery to the Company (either by actual delivery or attestation) of shares of Common Stock;


 


(iv)       by
a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Common Stock issued
upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price;
provided, however, that the Company shall accept a cash or other payment from the Participant to the extent of any remaining
balance of the aggregate exercise price not satisfied by such reduction in the number of whole shares to be issued; provided,
further, that shares of Common Stock will no longer be outstanding under an Option and will not be exercisable thereafter to
the extent that (A) shares are used to pay the exercise price pursuant to the “net exercise,” (B) shares are delivered
to the Participant as a result of such exercise, and (C) shares are withheld to satisfy tax withholding obligations; or


 


(v)        in
any other form of legal consideration that may be acceptable to the Board.


 


(d)         Transferability
of Options. The Board may, in its sole discretion, impose such limitations on the transferability of Options as the Board shall
determine. In the absence of such a determination by the Board to the contrary, the following restrictions on the transferability
of Options shall apply:


 


(i)        Restrictions
on Transfer. An Option shall not be transferable except by will or by the laws of descent and distribution and shall be exercisable
during the lifetime of the Optionholder only by the Optionholder; provided, however, that the Board may, in its sole discretion,
permit transfer of the Option in a manner consistent with applicable tax and securities laws upon the Optionholder’s request.


 


(ii)       Domestic
Relations Orders. Notwithstanding the foregoing, an Option may be transferred pursuant to a domestic relations order, provided,
however, that an Incentive Stock Option may be deemed to be a Nonqualified Stock Option as a result of such transfer.


 




    	 



    	 



    

 


(iii)      Beneficiary
Designation. Notwithstanding the foregoing, the Optionholder may, by delivering written notice to the Company, in a form provided
by or otherwise satisfactory to the Company, designate a third party who, in the event of the death of the Optionholder, shall
thereafter be the beneficiary of an Option with the right to exercise the Option and receive the Common Stock or other consideration
resulting from an Option exercise.


 


(e)         Vesting
Generally. The total number of shares of Common Stock subject to an Option may vest and therefore become exercisable in periodic
installments that may or may not be equal. The Option may be subject to such other terms and conditions on the time or times when
it may or may not be exercised (which may be based on the satisfaction of Performance Goals or other criteria) as the Board may
deem appropriate. The vesting provisions of individual Options may vary. The provisions of this Section 5(e)


are subject to any Option provisions governing the minimum number of shares of Common Stock as to which
an Option may be exercised.


 


(f)          Termination
of Continuous Service. Except as otherwise provided in the applicable Option Agreement or
other agreement between the Optionholder and the Company, in the event that an Optionholder’s Continuous Service terminates
(other than upon the Optionholder’s death or Disability), the Optionholder may exercise his or her Option (to the extent
that the Optionholder was entitled to exercise such Option as of the date of termination of Continuous Service) but only within
such period of time ending on the earlier of (i) the date three (3) months following the termination of the Optionholder’s
Continuous Service (or such longer or shorter period specified in the Option Agreement), or (ii) the expiration of the term of
the Option as set forth in the Option Agreement. If, after termination of Continuous Service, the Optionholder does not exercise
his or her Option within the time specified herein or in the Option Agreement (as applicable), the Option shall terminate.


 


(g)         Extension
of Termination Date. Unless otherwise provided in an Optionholder’s Option Agreement,
if the exercise of the Option following the termination of the Optionholder’s Continuous Service (other than upon a Change
in Control or the Optionholder’s death or Disability) would be prohibited at any time solely because the issuance of shares
of Common Stock would violate the registration requirements under the Securities Act, then the Option shall terminate on the earlier
of (i) the expiration of a period equal to the post-termination exercise period described in Section 5(f), 5(h) or 5(i) after the
termination of the Optionholder’s Continuous Service during which the exercise of the Option would not be in violation of
such registration requirements, or (ii) the expiration of the term of the Option as set forth in the Option Agreement. In addition,
unless otherwise provided in an Optionholder’s Option Agreement, if the sale of the Common Stock received upon exercise of
an Option following the termination of the Optionholder’s Continuous Service (other than upon a Change in Control or the
Optionholder’s death or Disability) would violate the Company’s insider trading policy, then the Option shall terminate
on the earlier of (i) the expiration of a period equal to the post-termination exercise period described in Section 5(f), 5(h)
or 5(i) above after the termination of the Optionholder’s Continuous Service during which the exercise of the Option would
not be in violation of the Company’s insider trading policy, (ii) the 15th day of the third month after
the date on which the Option would cease to be exercisable but for this Section 5(g), or such longer period as would not cause
the Option to become subject to Section 409A(a)(1) of the Code; or (iii) the expiration of the
term of the Option as set forth in the Option Agreement.


 




    	 



    	 



    

 


(h)         Disability
of Optionholder. In the event that an Optionholder’s Continuous Service terminates
as a result of the Optionholder’s Disability, the Optionholder may exercise his or her Option (to the extent that the Optionholder
was entitled to exercise such Option as of the date of termination of Continuous Service), but only within such period of time
ending on the earlier of (i) the date twelve (12) months following such termination of Continuous Service (or such longer or shorter
period specified in the Option Agreement), or (ii) the expiration of the term of the Option as set forth in the Option Agreement.
If, after termination of Continuous Service, the Optionholder does not exercise his or her Option within the time specified herein
or in the Option Agreement (as applicable), the Option shall terminate.


 


(i)          Death
of Optionholder. In the event that (i) an Optionholder’s Continuous Service terminates
as a result of the Optionholder’s death, or (ii) the Optionholder dies within the period (if any) specified in the Option
Agreement after the termination of the Optionholder’s Continuous Service for a reason other than death, then the Option may
be exercised (to the extent the Optionholder was entitled to exercise such Option as of the date of death) by the Optionholder’s
estate, by a person who acquired the right to exercise the Option by bequest or inheritance or by a person designated as the beneficiary
of the Option upon the Optionholder’s death, but only within the period ending on the earlier of (A) the date eighteen (18)
months following the date of death (or such longer or shorter period specified in the Option Agreement), or (B) the expiration
of the term of such Option as set forth in the Option Agreement. If, after the Optionholder’s death, the Option is not exercised
within the time specified herein or in the Option Agreement (as applicable), the Option shall terminate. If the Optionholder designates
a third party beneficiary of the Option in accordance with Section 5(d)(iii), then upon the death of the Optionholder such designated
beneficiary shall have the sole right to exercise the Option and receive the Common Stock or other consideration resulting
from an Option exercise.


 


(j)          Non-Exempt
Employees. No Option granted to an Employee who is a non-exempt employee for purposes of the Fair Labor Standards Act shall
be first exercisable for any shares of Common Stock until at least six (6) months following the date of grant of the Option. The
foregoing provision is intended to operate so that any income derived by a non-exempt employee in connection with the exercise
or vesting of an Option will be exempt from his or her regular rate of pay.


 


6.           Provisions
of Stock Awards other than Options.


 


(a)         Restricted
Stock Awards. Each Restricted Stock Award Agreement shall be in such form and shall contain such terms and conditions as the
Board shall deem appropriate. To the extent consistent with the Company’s Bylaws, at the
Board’s election, shares of Common Stock may be (x) held in book entry form subject to the Company’s instructions until
any restrictions relating to the Restricted Stock Award lapse; or (y) evidenced by a certificate, which certificate shall
be held in such form and manner as determined by the Board. The terms and conditions of Restricted Stock Award Agreements may change
from time to time, and the terms and conditions of separate Restricted Stock Award Agreements need not be identical; provided,
however, that each Restricted Stock Award Agreement shall include (through incorporation of provisions hereof by reference
in the agreement or otherwise) the substance of each of the following provisions:


 




    	 



    	 



    

 


(i)        Consideration.
A Restricted Stock Award may be awarded in consideration for (A) past or future services actually or to be rendered to the Company
or an Affiliate, or (B) any other form of legal consideration that may be acceptable to the Board in its sole discretion and permissible
under applicable law.


 


(ii)       Vesting.
Shares of Common Stock awarded under the Restricted Stock Award Agreement may be subject to forfeiture to the Company in accordance
with a vesting schedule to be determined by the Board.


 


(iii)      Termination
of Participant’s Continuous Service. In the event a Participant’s Continuous Service terminates, the Company may
receive via a forfeiture condition, any or all of the shares of Common Stock held by the Participant that have not vested as of
the date of termination of Continuous Service under the terms of the Restricted Stock Award Agreement.


 


(iv)       Transferability.
Rights to acquire shares of Common Stock under the Restricted Stock Award Agreement shall be transferable by the Participant only
upon such terms and conditions as are set forth in the Restricted Stock Award Agreement, as the Board shall determine in its sole
discretion, so long as Common Stock awarded under the Restricted Stock Award Agreement remains subject to the terms of the Restricted
Stock Award Agreement.


 


(b)         Restricted
Stock Unit Awards. Each Restricted Stock Unit Award Agreement shall be in such form and shall
contain such terms and conditions as the Board shall deem appropriate. The terms and conditions of Restricted Stock Unit Award
Agreements may change from time to time, and the terms and conditions of separate Restricted Stock Unit Award Agreements need not
be identical; provided, however, that each Restricted Stock Unit Award Agreement shall include (through incorporation
of the provisions hereof by reference in the Agreement or otherwise) the substance of each of the following provisions:


 


(i)        Consideration.
At the time of grant of a Restricted Stock Unit Award, the Board will determine the consideration, if any, to be paid by the Participant
upon delivery of each share of Common Stock subject to the Restricted Stock Unit Award. The consideration to be paid (if any) by
the Participant for each share of Common Stock subject to a Restricted Stock Unit Award may be paid in any form of legal consideration
that may be acceptable to the Board in its sole discretion and permissible under applicable law.


 


(ii)       Vesting.
At the time of the grant of a Restricted Stock Unit Award, the Board may impose such restrictions
or conditions to the vesting of the Restricted Stock Unit Award as it, in its sole discretion, deems appropriate.


 


(iii)      Payment.
A Restricted Stock Unit Award may be settled by the delivery of shares of Common Stock, their cash equivalent, any combination
thereof or in any other form of consideration, as determined by the Board and contained in the Restricted Stock Unit Award Agreement.


 


(iv)       Additional
Restrictions. At the time of the grant of a Restricted Stock Unit Award, the Board, as it
deems appropriate, may impose such restrictions or conditions that delay the delivery of the shares of Common Stock (or their cash
equivalent) subject to a Restricted Stock Unit Award to a time after the vesting of such Restricted Stock Unit Award. 


 




    	 



    	 



    

 


(v)        Dividend
Equivalents. Dividend equivalents may be credited in respect of shares of Common Stock covered
by a Restricted Stock Unit Award, as determined by the Board and contained in the Restricted Stock Unit Award Agreement. At the
sole discretion of the Board, such dividend equivalents may be converted into additional shares of Common Stock covered by the
Restricted Stock Unit Award in such manner as determined by the Board. Any additional shares covered by the Restricted Stock Unit
Award credited by reason of such dividend equivalents will be subject to all the terms and conditions of the underlying Restricted
Stock Unit Award Agreement to which they relate. 


 


(vi)       Termination
of Participant’s Continuous Service. Except as otherwise provided in the applicable
Restricted Stock Unit Award Agreement, such portion of the Restricted Stock Unit Award that has not vested will be forfeited upon
the Participant’s termination of Continuous Service. 


 


(vii)     Compliance
with Section 409A of the Code. Notwithstanding anything to the contrary set forth herein, any Restricted Stock Unit Award granted
under the Plan that is not exempt from the requirements of Section 409A of the Code shall contain such provisions so that such
Restricted Stock Unit Award will comply with the requirements of Section 409A of the Code. Such restrictions, if any, shall be
determined by the Board and contained in the Restricted Stock Unit Award Agreement evidencing such Restricted Stock Unit Award.


 


(c)         Stock
Appreciation Rights. Each Stock Appreciation Right Agreement shall be in such form and shall
contain such terms and conditions as the Board shall deem appropriate. Stock Appreciation Rights may be granted as stand-alone
Stock Awards or in tandem with other Stock Awards. The terms and conditions of Stock Appreciation Right Agreements may change from
time to time, and the terms and conditions of separate Stock Appreciation Right Agreements need not be identical; provided,
however, that each Stock Appreciation Right Agreement shall include (through incorporation of the provisions hereof by reference
in the Agreement or otherwise) the substance of each of the following provisions:        


 


(i)        Term.
No Stock Appreciation Right shall be exercisable after the expiration of ten (10) years from the date of its grant or such shorter
period specified in the Stock Appreciation Right Agreement.


 


(ii)       Strike
Price. Each Stock Appreciation Right will be denominated in shares of Common Stock equivalents.
The strike price of each Stock Appreciation Right shall not be less than one hundred percent (100%) of the Fair Market Value of
the Common Stock equivalents subject to the Stock Appreciation Right on the date of grant.


 


(iii)     Calculation
of Appreciation. The appreciation distribution payable on the exercise of a Stock Appreciation
Right will be not greater than an amount equal to the excess of (A) the aggregate Fair Market Value (on the date of the exercise
of the Stock Appreciation Right) of a number of shares of Common Stock equal to the number of Common Stock equivalents in which
the Participant is vested under such Stock Appreciation Right, and with respect to which the Participant is exercising the Stock
Appreciation Right on such date, over (B) the strike price that will be determined by the Board at the time of grant of the Stock
Appreciation Right. 


 




    	 



    	 



    

 


(iv)      Vesting.
At the time of the grant of a Stock Appreciation Right, the Board may impose such restrictions
or conditions to the vesting of such Stock Appreciation Right as it, in its sole discretion, deems appropriate. 


 


(v)        Exercise.
To exercise any outstanding Stock Appreciation Right, the Participant must provide written notice of exercise to the Company in
compliance with the provisions of the Stock Appreciation Right Agreement evidencing such Stock Appreciation Right. 


 


(vi)      Payment.
The appreciation distribution in respect to a Stock Appreciation Right may be paid in Common Stock, in cash, in any combination
of the two or in any other form of consideration, as determined by the Board and contained in the Stock Appreciation Right Agreement
evidencing such Stock Appreciation Right.


 


(vii)     Termination
of Continuous Service. In the event that a Participant’s Continuous Service terminates,
the Participant may exercise his or her Stock Appreciation Right (to the extent that the Participant was entitled to exercise such
Stock Appreciation Right as of the date of termination) but only within such period of time ending on the earlier of (A) the date
three (3) months following the termination of the Participant’s Continuous Service (or such longer or shorter period specified
in the Stock Appreciation Right Agreement), or (B) the expiration of the term of the Stock Appreciation Right as set forth in the
Stock Appreciation Right Agreement. If, after termination, the Participant does not exercise his or her Stock Appreciation Right
within the time specified herein or in the Stock Appreciation Right Agreement (as applicable), the Stock Appreciation Right shall
terminate.


 


(viii)    Compliance
with Section 409A of the Code. Notwithstanding anything to the contrary set forth herein, any Stock Appreciation Rights granted
under the Plan that are not exempt from the requirements of Section 409A of the Code shall contain such provisions so that such
Stock Appreciation Rights will comply with the requirements of Section 409A of the Code. Such restrictions, if any, shall be determined
by the Board and contained in the Stock Appreciation Right Agreement evidencing such Stock Appreciation Right. 


 


(d)         Performance
Awards.


 


(i)        Performance
Stock Awards. A Performance Stock Award is a Stock Award that may be granted, may vest, or may be exercised based upon the
attainment during a Performance Period of certain Performance Goals. A Performance Stock Award may, but need not, require the completion
of a specified period of Continuous Service. The length of any Performance Period, the Performance Goals to be achieved during
the Performance Period, and the measure of whether and to what degree such Performance Goals have been attained shall be conclusively
determined by the Committee in its sole discretion. The maximum number of shares that may be granted to any Participant in a calendar
year attributable to Stock Awards described in this Section 6(d)(i) shall not exceed one million (1,000,000) shares of Common Stock.
In addition, to the extent permitted by applicable law and the applicable Award Agreement, the Board may determine that cash may
be used in payment of Performance Stock Awards.


 




    	 



    	 



    

 


(ii)       Performance
Cash Awards. A Performance Cash Award is a cash award that may be granted upon the attainment during a Performance Period of
certain Performance Goals. A Performance Cash Award may also require the completion of a specified period of Continuous Service.
The length of any Performance Period, the Performance Goals to be achieved during the Performance Period, and the measure of whether
and to what degree such Performance Goals have been attained shall be conclusively determined by the Committee in its sole discretion.
The maximum value that may be granted to any Participant in a calendar year attributable to cash awards described in this Section
6(d)(i) shall not exceed three million dollars ($3,000,000). The Board may provide for or, subject to such terms and conditions
as the Board may specify, may permit a Participant to elect for, the payment of any Performance Cash Award to be deferred to a
specified date or event. The Committee may specify the form of payment of Performance Cash Awards, which may be cash or other property,
or may provide for a Participant to have the option for his or her Performance Cash Award, or such portion thereof as the Board
may specify, to be paid in whole or in part in cash or other property.  In addition, to the extent
permitted by applicable law and the applicable Award Agreement, the Board may determine that Common Stock authorized under this
Plan may be used in payment of Performance Cash Awards, including additional shares in excess of the Performance Cash Award as
an inducement to hold shares of Common Stock.


 


(e)         Other
Stock Awards. Other forms of Stock Awards valued in whole or in part by
reference to, or otherwise based on, Common Stock may be granted either alone or in addition to Stock Awards provided for
under Section 5 and the preceding provisions of this Section 6. Subject to the provisions of the Plan, the Board shall have
sole and complete authority to determine the persons to whom and the time or times at which such Other Stock Awards will be
granted, the number of shares of Common Stock (or the cash equivalent thereof) to be granted pursuant to such Other Stock
Awards and all other terms and conditions of such Other Stock Awards.  


 


7.           Covenants
of the Company.


 


(a)         Availability
of Shares. During the terms of the Stock Awards, the Company shall keep available at all times the number of shares of Common
Stock reasonably required to satisfy such Stock Awards.


 


(b)         Securities
Law Compliance. The Company shall seek to obtain from each regulatory commission or agency having jurisdiction over the Plan
such authority as may be required to grant Stock Awards and to issue and sell shares of Common Stock upon exercise of the Stock
Awards; provided, however, that this undertaking shall not require the Company to register under the Securities Act the
Plan, any Stock Award or any Common Stock issued or issuable pursuant to any such Stock Award. If, after reasonable efforts, the
Company is unable to obtain from any such regulatory commission or agency the authority that counsel for the Company deems necessary
for the lawful issuance and sale of Common Stock under the Plan, the Company shall be relieved from any liability for failure to
issue and sell Common Stock upon exercise of such Stock Awards unless and until such authority is obtained.


 




    	 



    	 



    

 


(c)         No
Obligation to Notify. The Company shall have no duty or obligation to any holder of a Stock Award to advise such holder as
to the time or manner of exercising such Stock Award. Furthermore, the Company shall have no duty or obligation to warn or otherwise
advise such holder of a pending termination or expiration of a Stock Award or a possible period in which the Stock Award may not
be exercised. The Company has no duty or obligation to minimize the tax consequences of a Stock Award to the holder of such Stock
Award.


 


8.           Miscellaneous.


 


(a)         Use
of Proceeds from Sales of Common Stock. Proceeds from the sale of shares of Common Stock pursuant to Stock Awards shall constitute
general funds of the Company.


 


(b)         Corporate
Action Constituting Grant of Stock Awards. Corporate action constituting a grant by the Company of a Stock Award to any Participant
shall be deemed completed as of the date of such corporate action, unless otherwise determined by the Board, regardless of when
the instrument, certificate, or letter evidencing the Stock Award is communicated to, or actually received or accepted by, the
Participant.


 


(c)         Stockholder
Rights. No Participant shall be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares
of Common Stock subject to such Stock Award unless and until such Participant has exercised the Stock Award pursuant to its terms
and the Participant shall not be deemed to be a stockholder of record until the issuance of the Common Stock pursuant to such exercise
has been entered into the books and records of the Company.


 


(d)         No
Employment or Other Service Rights. Nothing in the Plan, any Stock Award Agreement or other instrument
executed thereunder or in connection with any Award granted pursuant to the Plan shall confer upon any Participant any right
to continue to serve the Company or an Affiliate in the capacity in effect at the time the Stock Award was granted or shall affect
the right of the Company or an Affiliate to terminate (i) the employment of an Employee with or without notice and with or without
cause, (ii) the service of a Consultant pursuant to the terms of such Consultant’s agreement with the Company or an Affiliate,
or (iii) the service of a Director pursuant to the Bylaws of the Company or an Affiliate, and any applicable provisions of the
corporate law of the state in which the Company or the Affiliate is incorporated, as the case may be.


 


(e)         Incentive
Stock Option $100,000 Limitation. To the extent that the aggregate Fair Market Value (determined at the time of grant) of Common
Stock with respect to which Incentive Stock Options are exercisable for the first time by any Optionholder during any calendar
year (under all plans of the Company and any Affiliates) exceeds one hundred thousand dollars ($100,000), the Options or portions
thereof that exceed such limit (according to the order in which they were granted) shall be treated as Nonstatutory Stock Options,
notwithstanding any contrary provision of the applicable Option Agreement(s).


 




    	 



    	 



    

 


(f)          Investment
Assurances. The Company may require a Participant, as a condition of exercising or acquiring Common Stock under any Stock Award,
(i) to give written assurances satisfactory to the Company as to the Participant’s knowledge and experience in financial
and business matters and/or to employ a purchaser representative reasonably satisfactory to the Company who is knowledgeable and
experienced in financial and business matters and that he or she is capable of evaluating, alone or together with the purchaser
representative, the merits and risks of exercising the Stock Award; and (ii) to give written assurances satisfactory to the Company
stating that the Participant is acquiring Common Stock subject to the Stock Award for the Participant’s own account and not
with any present intention of selling or otherwise distributing the Common Stock. The foregoing requirements, and any assurances
given pursuant to such requirements, shall be inoperative if (A) the issuance of the shares upon the exercise or acquisition of
Common Stock under the Stock Award has been registered under a then currently effective registration statement under the Securities
Act, or (B) as to any particular requirement, a determination is made by counsel for the Company that such requirement need not
be met in the circumstances under the then applicable securities laws. The Company may, upon advice of counsel to the Company,
place legends on stock certificates issued under the Plan as such counsel deems necessary or appropriate in order to comply with
applicable securities laws, including, but not limited to, legends restricting the transfer of the Common Stock.


 


(g)         Withholding
Obligations. Unless prohibited by the terms of a Stock Award Agreement, the Company may, in its
sole discretion, satisfy any federal, state or local tax withholding obligation relating to an Award by any of the following means
(in addition to the Company’s right to withhold from any compensation paid to the Participant by the Company) or by a combination
of such means: (i) causing the Participant to tender a cash payment; (ii)  withholding shares of Common Stock from the
shares of Common Stock issued or otherwise issuable to the Participant in connection with the Award; (iii) withholding cash from
an Award settled in cash; or (iv) by such other method as may be set forth in the Award Agreement. 


 


(h)         Electronic
Delivery. Any reference herein to a “written” agreement or document shall include any agreement or document delivered
electronically or posted on the Company’s intranet.


 


(i)          Deferrals.
To the extent permitted by applicable law, the Board, in its sole discretion, may determine that the delivery of Common Stock or
the payment of cash, upon the exercise, vesting or settlement of all or a portion of any Award may be deferred and may establish
programs and procedures for deferral elections to be made by Participants. Deferrals by Participants will be made in accordance
with Section 409A of the Code. Consistent with Section 409A of the Code, the Board may provide for distributions while a Participant
is still an employee. The Board is authorized to make deferrals of Stock Awards and determine when, and in what annual percentages,
Participants may receive payments, including lump sum payments, following the Participant’s termination of employment or
retirement, and implement such other terms and conditions consistent with the provisions of the Plan and in accordance with applicable
law.


 




    	 



    	 



    

 


(j)         Compliance
with Section 409A of the Code. To the extent that the Board determines that any Award granted under the Plan is subject to
Section 409A of the Code, the Award Agreement evidencing such Award shall incorporate the terms and conditions necessary to avoid
the consequences specified in Section 409A(a)(1) of the Code. To the extent applicable, the Plan and Award Agreements shall be
interpreted in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretive guidance
issued thereunder, including without limitation any such regulations or other guidance that may be issued or amended after the
Effective Date. Notwithstanding any provision of the Plan to the contrary, in the event that following the Effective Date the Board
determines that any Award may be subject to Section 409A of the Code and related Department of Treasury guidance (including such
Department of Treasury guidance as may be issued after the Effective Date), the Board may adopt such amendments to the Plan and
the applicable Award Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive
effect), or take any other actions, that the Board determines are necessary or appropriate to (i) exempt the Award from Section
409A of the Code and/or preserve the intended tax treatment of the benefits provided with respect to the Award, or (ii) comply
with the requirements of Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued
thereunder, including without limitation any such regulations or other guidance that may be issued or amended after the Effective
Date.


 


9.           Adjustments
upon Changes in Common Stock; Other Corporate Events.


 


(a)         Capitalization
Adjustments. In the event of a Capitalization Adjustment, the Board shall appropriately adjust: (i) the class(es) and maximum
number of securities subject to the Plan pursuant to Section 3(a), (ii) the class(es) and maximum number of securities that may
be issued pursuant to the exercise of Incentive Stock Options pursuant to Section 3(d), (iii) the class(es) and maximum number
of securities that may be awarded to any person pursuant to Section 3(d) and 6(d)(i) , and (iv) the class(es) and number of securities
and price per share of stock subject to outstanding Stock Awards. The Board shall make such adjustments, and its determination
shall be final, binding and conclusive.


 


(b)         Dissolution
or Liquidation. Except as otherwise provided in the Stock Award Agreement, in the event of a dissolution or liquidation of
the Company, all outstanding Stock Awards (other than Stock Awards consisting of vested and outstanding shares of Common Stock
not subject to the Company’s right of repurchase) shall terminate immediately prior to the completion of such dissolution
or liquidation, and the shares of Common Stock subject to the Company’s repurchase option may be repurchased by the Company
notwithstanding the fact that the holder of such Stock Award is providing Continuous Service, provided, however, that the
Board may, in its sole discretion, cause some or all Stock Awards to become fully vested, exercisable and/or no longer subject
to repurchase or forfeiture (to the extent such Stock Awards have not previously expired or terminated) before the dissolution
or liquidation is completed but contingent on its completion.


 


(c)         Corporate
Transaction.  The following provisions shall apply to Stock Awards in the event of a Corporate Transaction unless otherwise
provided in the instrument evidencing the Stock Award or any other written agreement between the Company or any Affiliate and the
Participant or unless otherwise expressly provided by the Board at the time of grant of a Stock Award.


 




    	 



    	 



    

 


(i)        Stock
Awards May Be Assumed. Except as otherwise stated in the Stock Award Agreement, in the event of a Corporate Transaction, any
surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) may assume or
continue any or all Stock Awards outstanding under the Plan or may substitute similar stock awards for Stock Awards outstanding
under the Plan (including but not limited to, awards to acquire the same consideration paid to the stockholders of the Company
pursuant to the Corporate Transaction), and any reacquisition or repurchase rights held by the Company in respect of Common Stock
issued pursuant to Stock Awards may be assigned by the Company to the successor of the Company (or the successor’s parent
company, if any), in connection with such Corporate Transaction. A surviving corporation or acquiring corporation (or its parent)
may choose to assume or continue only a portion of a Stock Award or substitute a similar stock award for only a portion of a Stock
Award. The terms of any assumption, continuation or substitution shall be set by the Board in accordance with the provisions of
Section 2.


 


(ii)       Stock
Awards Held by Current Participants. Except as otherwise stated in the Stock Award Agreement, in the event of a Corporate Transaction
in which the surviving corporation or acquiring corporation (or its parent company) does not assume or continue such outstanding
Stock Awards or substitute similar stock awards for such outstanding Stock Awards, then with respect to Stock Awards that have
not been assumed, continued or substituted and that are held by Participants whose Continuous Service has not terminated prior
to the effective time of the Corporate Transaction (referred to as the “Current Participants”), the vesting
of such Stock Awards (and, with respect to Options and Stock Appreciation Rights, the time at which such Stock Awards may be exercised)
shall be accelerated in full to a date prior to the effective time of such Corporate Transaction (contingent upon the effectiveness
of the Corporate Transaction) as the Board shall determine (or, if the Board shall not determine such a date, to the date that
is five (5) days prior to the effective time of the Corporate Transaction), and such Stock Awards shall terminate if not exercised
(if applicable) at or prior to the effective time of the Corporate Transaction, and any reacquisition or repurchase rights held
by the Company with respect to such Stock Awards shall lapse (contingent upon the effectiveness of the Corporate Transaction).


 


(iii)      Stock
Awards Held by Persons other than Current Participants. Except as otherwise stated in the Stock Award Agreement, in the event
of a Corporate Transaction in which the surviving corporation or acquiring corporation (or its parent company) does not assume
or continue such outstanding Stock Awards or substitute similar stock awards for such outstanding Stock Awards, then with respect
to Stock Awards that have not been assumed, continued or substituted and that are held by persons other than Current Participants,
such Stock Awards shall terminate if not exercised (if applicable) prior to the effective time of the Corporate Transaction; provided,
however, that any reacquisition or repurchase rights held by the Company with respect to such Stock Awards shall not terminate
and may continue to be exercised notwithstanding the Corporate Transaction.


 


(iv)       Payment
for Stock Awards in Lieu of Exercise. Notwithstanding the foregoing, in the event a Stock Award will terminate if not exercised
prior to the effective time of a Corporate Transaction, the Board may provide, in its sole discretion, that the holder of such
Stock Award may not exercise such Stock Award but will receive a payment, in such form as may be determined by the Board, equal
in value to the excess, if any, of (A) the value of the property the holder of the Stock Award would have received upon the exercise
of the Stock Award (including, at the discretion of the Board, any unvested portion of such Stock Award), over (B) any exercise
price payable by such holder in connection with such exercise.


 




    	 



    	 



    

 


(d)         Change
in Control. A Stock Award may be subject to additional acceleration of vesting and exercisability upon or after a Change in
Control as may be provided in the Stock Award Agreement for such Stock Award or as may be provided in any other written agreement
between the Company or any Affiliate and the Participant, but in the absence of such provision, no such acceleration shall occur.


 


10.         Termination
or Suspension of the Plan.


 


(a)         Plan
Term. Unless sooner terminated by the Board pursuant to Section 2, the Plan shall automatically terminate on the day before
the tenth (10th) anniversary of the date the Plan is adopted by the Board or approved by the stockholders of the Company, whichever
is earlier. No Awards may be granted under the Plan while the Plan is suspended or after it is terminated.


 


(b)         No
Impairment of Rights. Termination of the Plan shall not impair rights and obligations under any Award granted while the Plan
is in effect except with the written consent of the affected Participant.


 


11.         Effective
Date of Plan.


 


This Plan shall become
effective on the Effective Date. 


 


12.         Choice
of Law.


 


The law of the State
of Delaware shall govern all questions concerning the construction, validity and interpretation of this Plan, without regard to
such state’s conflict of laws rules.


 


13.         Definitions.
As used in the Plan, the definitions contained in this Section 13 shall apply to the capitalized terms indicated below:


 


(a)        “Affiliate”
means, at the time of determination, any “parent” or “subsidiary” of the Company as such terms are defined
in Rule 405 of the Securities Act. The Board shall have the authority to determine the time or times at which “parent”
or “subsidiary” status is determined within the foregoing definition.


 


(b)        “Award”
means a Stock Award or a Performance Cash Award.


 


(c)        “Board”
means the Board of Directors of the Company.


 


(d)        “Capitalization
Adjustment” means any change that is made in, or other events that occur with respect to, the Common Stock subject
to the Plan or subject to any Stock Award after the Effective Date without the receipt of consideration by the Company (through
merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash,
stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate structure or other transaction
not involving the receipt of consideration by the Company. Notwithstanding the foregoing, the conversion of any convertible securities
of the Company shall not be treated as a transaction “without receipt of consideration” by the Company.


 




    	 



    	 



    

 


(e)        
“Change in Control” means the occurrence, in a single transaction or in a series of related transactions, of
any one or more of the following events:


 


(i)        any
Exchange Act Person becomes the Owner, directly or indirectly, of securities of the Company representing more than fifty percent
(50%) of the combined voting power of the Company’s then outstanding securities other than by virtue of a merger, consolidation
or similar transaction. Notwithstanding the foregoing, a Change in Control shall not be deemed to occur (A) on account of the acquisition
of securities of the Company by an investor, any affiliate thereof or any other Exchange Act Person from the Company in a transaction
or series of related transactions the primary purpose of which is to obtain financing for the Company through the issuance of equity
securities or (B) solely because the level of Ownership held by any Exchange Act Person (the “Subject Person”)
exceeds the designated percentage threshold of the outstanding voting securities as a result of a repurchase or other acquisition
of voting securities by the Company reducing the number of shares outstanding, provided that if a Change in Control would occur
(but for the operation of this sentence) as a result of the acquisition of voting securities by the Company, and after such share
acquisition, the Subject Person becomes the Owner of any additional voting securities that, assuming the repurchase or other acquisition
had not occurred, increases the percentage of the then outstanding voting securities Owned by the Subject Person over the designated
percentage threshold, then a Change in Control shall be deemed to occur;


 


(ii)       there
is consummated a merger, consolidation or similar transaction involving (directly or indirectly) the Company and, immediately after
the consummation of such merger, consolidation or similar transaction, the stockholders of the Company immediately prior thereto
do not Own, directly or indirectly, either (A) outstanding voting securities representing more than fifty percent (50%) of the
combined outstanding voting power of the surviving Entity in such merger, consolidation or similar transaction or (B) more than
fifty percent (50%) of the combined outstanding voting power of the parent of the surviving Entity in such merger, consolidation
or similar transaction, in each case in substantially the same proportions as their Ownership of the
outstanding voting securities of the Company immediately prior to such transaction;


 


(iii)      the
stockholders of the Company approve or the Board approves a plan of complete dissolution or liquidation of the Company, or a complete
dissolution or liquidation of the Company shall otherwise occur, except for a liquidation into a parent corporation;


 


(iv)       there
is consummated a sale, lease, exclusive license or other disposition of all or substantially all of the consolidated assets of
the Company and its Subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the consolidated
assets of the Company and its Subsidiaries to an Entity, more than fifty percent (50%) of the combined voting power of the voting
securities of which are Owned by stockholders of the Company in substantially the same proportions as their Ownership of the outstanding
voting securities of the Company immediately prior to such sale, lease, license or other disposition; or


 




    	 



    	 



    

 


(v)        individuals
who, on the date this Plan is adopted by the Board, are members of the Board (the “Incumbent Board”) cease for any
reason to constitute at least a majority of the members of the Board; provided, however, that if the appointment or election
(or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent
Board then still in office, such new member shall, for purposes of this Plan, be considered as a member of the Incumbent Board.


 


For the avoidance of
doubt, the term Change in Control shall not include a sale of assets, merger or other transaction effected exclusively for the
purpose of changing the domicile of the Company.


 


Notwithstanding the
foregoing or any other provision of this Plan, the definition of Change in Control (or any analogous term) in an individual written
agreement between the Company or any Affiliate and the Participant shall supersede the foregoing definition with respect to Awards
subject to such agreement; provided, however, that if no definition of Change in Control or any analogous term is set forth
in such an individual written agreement, the foregoing definition shall apply.


 


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


 


(g)       
“Committee” means a committee of one (1) or more Directors to whom authority has been delegated by the
Board in accordance with Section 2(c).


 


(h)        “Common
Stock” means the common stock of the Company.


 


(i)         “Company”
means Website Pros, Inc., a Delaware corporation.


 


(j)         “Consultant”
means any person, including an advisor, who is (i) engaged by the Company or an Affiliate to render consulting or advisory services
and is compensated for such services, or (ii) serving as a member of the board of directors of an Affiliate and is compensated
for such services. However, service solely as a Director, or payment of a fee for such service, shall
not cause a Director to be considered a “Consultant” for purposes of the Plan. 


 


(k)        “Continuous
Service” means that the Participant’s service with the Company or an Affiliate, whether as an Employee, Director
or Consultant, is not interrupted or terminated. A change in the capacity in which the Participant renders service to the Company
or an Affiliate as an Employee, Consultant or Director or a change in the entity for which the Participant renders such service,
provided that there is no interruption or termination of the Participant’s service with the Company or an Affiliate, shall
not terminate a Participant’s Continuous Service. For example, a change in status from an employee of the Company to a consultant
to an Affiliate or to a Director shall not constitute an interruption of Continuous Service. To the extent permitted by law, the
Board or the chief executive officer of the Company, in that party’s sole discretion, may determine whether Continuous Service
shall be considered interrupted in the case of any leave of absence approved by that party, including sick leave, military leave
or any other personal leave. Notwithstanding the foregoing, a leave of absence shall be treated as Continuous Service for purposes
of vesting in a Stock Award only to such extent as may be provided in the Company’s leave of absence policy, in the written
terms of any leave of absence agreement or policy applicable to the Participant, or as otherwise required by law.


 




    	 



    	 



    

 


(l)        “Corporate
Transaction” means the occurrence, in a single transaction or in a series of related transactions, of any one or
more of the following events:


 


(i)        a
sale or other disposition of all or substantially all, as determined by the Board in its sole discretion, of the consolidated
assets of the Company and its Subsidiaries;


 


(ii)       a
sale or other disposition of at least ninety percent (90%) of the outstanding securities of the Company;


 


(iii)      the
consummation of a merger, consolidation or similar transaction following which the Company is not the surviving corporation; or


 


(iv)       the
consummation of a merger, consolidation or similar transaction following which the Company is the surviving corporation but the
shares of Common Stock outstanding immediately preceding the merger, consolidation or similar transaction are converted or exchanged
by virtue of the merger, consolidation or similar transaction into other property, whether in the form of securities, cash or otherwise.


 


(m)        “Covered
Employee” shall have the meaning provided in Section 162(m)(3) of the Code and the regulations promulgated thereunder.


 


(n)        “Director”
means a member of the Board.


 


(o)        “Disability”
means, with respect to a Participant, the inability of such Participant to engage in any substantial gainful activity by reason
of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last
for a continuous period of not less than twelve (12) months, as provided in Section 22(e)(3) and 409A(a)(2)(c)(i) of the Code.



 


(p)        “Effective
Date” means the effective date of this Plan document, which is the date of the annual meeting of stockholders of
the Company held in 2008 provided this Plan is approved by the Company’s stockholders at such meeting.


 


(q)        “Employee”
means any person employed by the Company or an Affiliate. However, service solely as a Director, or payment of a fee for such services,
shall not cause a Director to be considered an “Employee” for purposes of the Plan.


 


(r)        “Entity”
means a corporation, partnership, limited liability company or other entity.


 


(s)        “Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 




    	 



    	 



    

 


(t)        “Exchange
Act Person” means any natural person, Entity or “group” (within the meaning of Section 13(d) or 14(d)
of the Exchange Act), except that “Exchange Act Person” shall not include (i) the Company or any Subsidiary of the
Company, (ii) any employee benefit plan of the Company or any Subsidiary of the Company or any trustee or other fiduciary holding
securities under an employee benefit plan of the Company or any Subsidiary of the Company, (iii) an underwriter temporarily holding
securities pursuant to an offering of such securities, (iv) an Entity Owned, directly or indirectly, by the stockholders of the
Company in substantially the same proportions as their Ownership of stock of the Company; or (v) any
natural person, Entity or “group” (within the meaning of Section 13(d) or 14(d) of the Exchange Act) that, as of the
Effective Date of the Plan as set forth in Section 11, is the Owner, directly or indirectly, of securities of the Company
representing more than fifty percent (50%) of the combined voting power of the Company’s then outstanding securities.


 


(u)       
“Fair Market Value” means, as of any date, the value of the Common Stock determined as follows:


 


(i)        If
the Common Stock is listed on any established stock exchange or traded on the Nasdaq National Market or the Nasdaq SmallCap Market,
the Fair Market Value of a share of Common Stock shall be the closing sales price for such stock (or the closing bid, if no sales
were reported) as quoted on such exchange or market (or the exchange or market with the greatest volume of trading in the Common
Stock) on the date in question, as reported in The Wall Street Journal or such other source as the Board deems reliable.
Unless otherwise provided by the Board, if there is no closing sales price (or closing bid if no sales were reported) for the Common
Stock on the date in question, then the Fair Market Value shall be the closing selling price (or closing bid if no sales were reported)
on the last preceding date for which such quotation exists.


 


(ii)       In
the absence of such markets for the Common Stock, the Fair Market Value shall be determined by the Board in good faith.


 


(v)         “Incentive
Stock Option” means an option granted pursuant to Section 5 of the Plan that is intended to be, and qualifies as,
an “incentive stock option” within the meaning of Section 422 of the Code and the regulations promulgated thereunder.


 


(w)        “Non-Employee
Director” means a Director who either (i) is not a current employee or officer of the Company or an Affiliate, does
not receive compensation, either directly or indirectly, from the Company or an Affiliate for services rendered as a consultant
or in any capacity other than as a Director (except for an amount as to which disclosure would not be required under Item 404(a)
of Regulation S-K promulgated pursuant to the Securities Act (“Regulation S-K”)), does not possess an
interest in any other transaction for which disclosure would be required under Item 404(a) of Regulation S-K, and is not engaged
in a business relationship for which disclosure would be required pursuant to Item 404(b) of Regulation S-K; or (ii) is otherwise
considered a “non-employee director” for purposes of Rule 16b-3.


 


(x)        “Nonstatutory
Stock Option” means any option granted pursuant to Section 5 of the Plan that does not qualify as an Incentive Stock
Option.


 




    	 



    	 



    

 


(y)        “Officer”
means a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act and the rules and regulations
promulgated thereunder.


 


(z)        “Option”
means an Incentive Stock Option or a Nonstatutory Stock Option to purchase shares of Common Stock granted pursuant to the Plan.


 


(aa)      “Option
Agreement” means a written agreement between the Company and an Optionholder evidencing the terms and conditions
of an Option grant. Each Option Agreement shall be subject to the terms and conditions of the Plan.


 


(bb)      “Optionholder”
means a person to whom an Option is granted pursuant to the Plan or, if permitted under the terms of this Plan, such other person
who holds an outstanding Option.


 


(cc)      “Other
Stock Award” means an award based in whole or in part by reference to the Common Stock which is granted pursuant
to the terms and conditions of Section 6(d).


 


(dd)      “Other
Stock Award Agreement” means a written agreement between the Company and a holder
of an Other Stock Award evidencing the terms and conditions of an Other Stock Award grant. Each Other Stock Award Agreement shall
be subject to the terms and conditions of the Plan. 


 


(ee)      “Outside
Director” means a Director who either (i) is not a current employee of the Company or an “affiliated corporation”
(within the meaning of Treasury Regulations promulgated under Section 162(m) of the Code), is not a former employee of the Company
or an “affiliated corporation” who receives compensation for prior services (other than benefits under a tax-qualified
retirement plan) during the taxable year, has not been an officer of the Company or an “affiliated corporation,” and
does not receive remuneration from the Company or an “affiliated corporation,” either directly or indirectly, in any
capacity other than as a Director, or (ii) is otherwise considered an “outside director” for purposes of Section 162(m)
of the Code.


 


(ff)        “Own,”
“Owned,” “Owner,” “Ownership” A person or Entity shall be deemed to “Own,”
to have “Owned,” to be the “Owner” of, or to have acquired “Ownership” of securities if such
person or Entity, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares
voting power, which includes the power to vote or to direct the voting, with respect to such securities.


 


(gg)      “Participant”
means a person to whom an Award is granted pursuant to the Plan or, if applicable, such other person who holds an outstanding Stock
Award.


 


(hh)      “Performance
Cash Award” means an award of cash granted pursuant to the terms and conditions of Section 6(d)(ii).


 




    	 



    	 



    

 


(ii)        “Performance
Criteria” means the one or more criteria that the Board shall select for purposes of establishing the Performance
Goals for a Performance Period. The Performance Criteria that shall be used to establish such Performance Goals may be based on
any one of, or combination of, the following: (i) earnings per share; (ii) earnings before interest, taxes and depreciation; (iii)
earnings before interest, taxes, depreciation and amortization; (iv) total stockholder return; (v) return on equity; (vi) return
on assets, investment, or capital employed; (vii) operating margin; (viii) gross margin; (ix) operating income; (x) net income
(before or after taxes); (xi) net operating income; (xii) net operating income after tax; (xiii) pre-tax profit; (xiv) operating
cash flow; (xv) sales or revenue targets; (xvi) increases in revenue or product revenue; (xvii) expenses and cost reduction goals;
(xviii) improvement in or attainment of working capital levels; (xix) economic value added (or an equivalent metric); (xx) market
share; (xxi) cash flow; (xxii) cash flow per share; (xxiii) share price performance; (xxiv) debt reduction; (xxv) implementation
or completion of projects or processes; (xxvi) customer satisfaction; (xxvii) stockholders’ equity; and (xxviii) to the extent
that an Award is not intended to comply with Section 162(m) of the Code, other measures of performance selected by the Board. Partial
achievement of the specified criteria may result in the payment or vesting corresponding to the degree of achievement as specified
in the Stock Award Agreement or the written terms of a Performance Cash Award. The Board shall, in its sole discretion, define
the manner of calculating the Performance Criteria it selects to use for such Performance Period.


 


(jj)        “Performance
Goals” means, for a Performance Period, the one or more goals established by the Board for the Performance Period
based upon the Performance Criteria. Performance Goals may be based on a Company-wide basis, with respect to one or more business
units, divisions, Affiliates, or business segments, and in either absolute terms or relative to the performance of one or more
comparable companies or the performance of one or more relevant indices. At the time of the grant of any Award, the Board is authorized
to determine whether, when calculating the attainment of Performance Goals for a Performance Period: (i) to exclude restructuring
and/or other nonrecurring charges; (ii) to exclude exchange rate effects, as applicable, for non-U.S. dollar denominated net sales
and operating earnings; (iii) to exclude the effects of changes to generally accepted accounting standards required by the Financial
Accounting Standards Board; (iv) to exclude the effects of any statutory adjustments to corporate tax rates; and (v) to exclude
the effects of any “extraordinary items” as determined under generally accepted accounting principles. In addition,
the Board retains the discretion to reduce or eliminate the compensation or economic benefit due upon attainment of Performance
Goals.


 


(kk)    
“Performance Period” means the period of time selected by the Board over which the attainment of one or more
Performance Goals will be measured for the purpose of determining a Participant’s right to and the payment of a Stock Award
or a Performance Cash Award. Performance Periods may be of varying and overlapping duration, at the sole discretion of the Board.


 


(ll)        “Performance
Stock Award” means a Stock Award granted under the terms and conditions of Section 6(d)(i).


 


(mm)    “Plan”
means this Website Pros, Inc. 2008 Equity Incentive Plan.


 


(nn)      “Restricted
Stock Award” means an award of shares of Common Stock which is granted pursuant
to the terms and conditions of Section 6(a).


 


(oo)      “Restricted
Stock Award Agreement” means a written agreement between the Company and a holder
of a Restricted Stock Award evidencing the terms and conditions of a Restricted Stock Award grant. Each Restricted Stock Award
Agreement shall be subject to the terms and conditions of the Plan.


 




    	 



    	 



    

 


(pp)      “Restricted
Stock Unit Award” means a right to receive shares of Common Stock which is granted
pursuant to the terms and conditions of Section 6(b).


 


(qq)      “Restricted
Stock Unit Award Agreement” means a written agreement between the Company and a holder of a Restricted Stock Unit
Award evidencing the terms and conditions of a Restricted Stock Unit Award grant. Each Restricted Stock Unit Award Agreement shall
be subject to the terms and conditions of the Plan.


 


(rr)     
“Rule 16b-3” means Rule 16b-3 promulgated under the Exchange Act or any successor to Rule 16b-3, as in effect
from time to time.


 


(ss)      “Securities
Act” means the Securities Act of 1933, as amended.


 


(tt)       “Stock
Appreciation Right” means a right to receive the appreciation on Common Stock that is granted pursuant to the terms
and conditions of Section 6(c).


 


(uu)      “Stock
Appreciation Right Agreement” means a written agreement between the Company and a holder of a Stock Appreciation
Right evidencing the terms and conditions of a Stock Appreciation Right grant. Each Stock Appreciation Right Agreement shall be
subject to the terms and conditions of the Plan.


 


(vv)       “Stock
Award” means any right to receive Common Stock granted under the Plan, including
an Incentive Stock Option, a Nonstatutory Stock Option, a Restricted Stock Award, a Restricted Stock Unit Award, a Stock Appreciation
Right, a Performance Stock Award or any Other Stock Award.


 


(ww)     “Stock
Award Agreement” means a written agreement between the Company and a Participant
evidencing the terms and conditions of a Stock Award grant. Each Stock Award Agreement shall be subject to the terms and conditions
of the Plan.


 


(xx)     
“Subsidiary” means, with respect to the Company, (i) any corporation of which more than fifty percent (50%)
of the outstanding capital stock having ordinary voting power to elect a majority of the board of directors of such corporation
(irrespective of whether, at the time, stock of any other class or classes of such corporation shall have or might have voting
power by reason of the happening of any contingency) is at the time, directly or indirectly, Owned by the Company, and (ii) any
partnership, limited liability company or other entity in which the Company has a direct or indirect interest (whether in the form
of voting or participation in profits or capital) of more than fifty percent (50%).


 


(yy)     
“Ten Percent Stockholder” means a person who Owns (or is deemed to Own pursuant to Section 424(d) of the Code)
stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or any Affiliate.


 








    	 



    	 



    





 


Website
Pros, Inc.


2008
Equity Incentive Plan 


 


Option
Grant Notice





 


Website Pros, Inc. (the “Company”),
pursuant to its 2008 Equity Incentive Plan (the “Plan”), hereby grants to Optionholder an option to purchase
the number of shares of the Company’s Common Stock set forth below. This option is subject to all of the terms and conditions
as set forth herein and in the Option Agreement, the Plan, and the Notice of Exercise, all of which are attached hereto and incorporated
herein in their entirety.


 


	Optionholder:	

	Date of Grant:	

	Vesting Commencement Date:	

	Number of Shares Subject to Option:	

	Exercise Price (Per Share):	

	Total Exercise Price:	

	Expiration Date:	



 





Type of Grant:            ̈
Incentive Stock Option1                    ̈
Nonstatutory Stock Option


 


Exercise
Schedule:     As Indicated in the Grant Acceptance


 


Payment:                    By one or a combination
of the following items (described in the Option Agreement):


 


x  By
cash or check


x  Pursuant
to a Regulation T Program if the Shares are publicly traded


x  By
delivery of already-owned shares if the Shares are publicly traded


 


Additional Terms/Acknowledgements:
The undersigned Optionholder acknowledges receipt of, and understands and agrees to, this Option Grant Notice, the Option Agreement,
and the Plan. Optionholder further acknowledges that as of the Date of Grant, this Option Grant Notice, the Option Agreement, and
the Plan set forth the entire understanding between Optionholder and the Company regarding the acquisition of stock in the Company
and supersede all prior oral and written agreements on that subject with the exception of (i) options previously granted and delivered
to Optionholder under the Plan, and (ii) the following agreements only:


 


	Other Agreements:	 
	 	 


 











	Website Pros, Inc.	 	Optionholder:
	 	 	 
	By:	 	 	 
	Signature	 	Signature













 








	Title:	 	 	Date:	 
	Date:	 	 	 




 


Attachments:  Option
Agreement, 2008 Equity Incentive Plan, and Notice of Exercise


 





 









1 If this is an
Incentive Stock Option, it (plus other outstanding Incentive Stock Options) cannot be first exercisable for more than $100,000
in value (measured by exercise price) in any calendar year. Any excess over $100,000 is a Nonstatutory Stock Option.











 




    	 



    	 



    

 


Attachment
I


 


Website
Pros, Inc.





2008
Equity Incentive Plan


 


Option
Agreement

(Incentive Stock Option or Nonstatutory Stock Option)


 


Pursuant to your Option
Grant Notice (“Grant Notice”) and this Option Agreement, Website Pros, Inc. (the “Company”)
has granted you an option under its 2008 Equity Incentive Plan (the “Plan”) to purchase the number of
shares of the Company’s Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice.
Defined terms not explicitly defined in this Option Agreement but defined in the Plan shall have the same definitions as in the
Plan.


 


The details of your
option are as follows:


 


1.          Vesting.
Subject to the limitations contained herein, your option will vest as provided in your Grant Notice, provided that vesting will
cease upon the termination of your Continuous Service.


 


2.          Number
of Shares and Exercise Price. The number of shares of Common Stock subject to your option and your exercise price per
share referenced in your Grant Notice may be adjusted from time to time for Capitalization Adjustments.


 


3.          Exercise
Restriction for Non-Exempt Employees. In the event that you are an Employee eligible for overtime compensation under
the Fair Labor Standards Act of 1938, as amended (i.e., a “Non-Exempt Employee”), you may not
exercise your option until you have completed at least six (6) months of Continuous Service measured from the Date of Grant specified
in your Grant Notice, notwithstanding any other provision of your option.


 


4.          Method
of Payment. Payment of the exercise price is due in full upon exercise of all or any part of your option. You may elect
to make payment of the exercise price in cash or by check or in one or more of the following manners:


 


(a)          Provided
that at the time of exercise the Common Stock is publicly traded and quoted regularly in The Wall Street Journal, pursuant
to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance of Common Stock,
results in either the receipt of cash (or check) by the Company or the receipt of irrevocable instructions to pay the aggregate
exercise price to the Company from the sales proceeds.


 


(b)          Provided
that at the time of exercise the Common Stock is publicly traded and quoted regularly in The Wall Street Journal, by delivery
to the Company (either by actual delivery or attestation) of already-owned shares of Common Stock that are owned free and clear
of any liens, claims, encumbrances or security interests, and that are valued at Fair Market Value on the date of exercise. “Delivery”
for these purposes, in the sole discretion of the Company at the time you exercise your option, shall include delivery to the Company
of your attestation of ownership of such shares of Common Stock in a form approved by the Company. Notwithstanding the foregoing,
you may not exercise your option by tender to the Company of Common Stock to the extent such tender would violate the provisions
of any law, regulation or agreement restricting the redemption of the Company’s stock.


 




    	 



    	 



    

 


5.          Whole
Shares. You may exercise your option only for whole shares of Common Stock.


 


6.          Securities
Law Compliance. Notwithstanding anything to the contrary contained herein, you may not exercise your option unless the
shares of Common Stock issuable upon such exercise are then registered under the Securities Act or, if such shares of Common Stock
are not then so registered, the Company has determined that such exercise and issuance would be exempt from the registration requirements
of the Securities Act. The exercise of your option also must comply with other applicable laws and regulations governing your option,
and you may not exercise your option if the Company determines that such exercise would not be in material compliance with such
laws and regulations.


 


7.          Term.
You may not exercise your option before the commencement or after the expiration of its term. The term of your option commences
on the Date of Grant and expires, subject to the provisions of Section 5(g) of the Plan, upon the earliest of the following:


 


(a)          three (3)
months after the termination of your Continuous Service for any reason other than your Disability or death; provided, however,
that if (i) you are a Non-Exempt Employee, (ii) your Continuous Service terminates within six (6) months after the Date of Grant
specified in your Grant Notice, and (iii) you have vested in a portion of your option at the time of your termination of Continuous
Service, your option shall not expire until the earlier of (x) the later of (A) the date that is seven (7) months after the Date
of Grant specified in your Grant Notice or (B) the date that is three (3) months after the termination of your Continuous Service,
or (y) the Expiration Date;


 


(b)          twelve
(12) months after the termination of your Continuous Service due to your Disability;


 


(c)          eighteen
(18) months after your death if you die either during your Continuous Service or within three (3) months after your Continuous
Service terminates; or


 


(d)          the Expiration
Date indicated in your Grant Notice.


 


If your option is an
Incentive Stock Option, note that to obtain the federal income tax advantages associated with an Incentive Stock Option, the Code
requires that at all times beginning on the date of grant of your option and ending on the day three (3) months before the date
of your option’s exercise, you must be an employee of the Company or an Affiliate, except in the event of your death or Disability.
The Company has provided for extended exercisability of your option under certain circumstances for your benefit but cannot guarantee
that your option will necessarily be treated as an Incentive Stock Option if you continue to provide services to the Company or
an Affiliate as a Consultant or Director after your employment terminates or if you otherwise exercise your option more than three
(3) months after the date your employment with the Company or an Affiliate terminates.


 




    	 



    	 



    

 


8.          Exercise.


 


(a)          You may
exercise the vested portion of your option during its term by delivering a Notice of Exercise (in a form designated by the Company)
together with the exercise price to the Secretary of the Company, or to such other person as the Company may designate, during
regular business hours, together with such additional documents as the Company may then require.


 


(b)          By exercising
your option you agree that, as a condition to any exercise of your option, the Company may require you to enter into an arrangement
providing for the payment by you to the Company of any tax withholding obligation of the Company arising by reason of (i) the exercise
of your option, or (ii) the disposition of shares of Common Stock acquired upon such exercise.


 


(c)          If your
option is an Incentive Stock Option, by exercising your option you agree that you will notify the Company in writing within fifteen
(15) days after the date of any disposition of any of the shares of the Common Stock issued upon exercise of your option that occurs
within two (2) years after the date of your option grant or within one (1) year after such shares of Common Stock are transferred
upon exercise of your option.


 


9.          Transferability.
Your option is not transferable, except by will or by the laws of descent and distribution, and is exercisable during your life
only by you. Notwithstanding the foregoing, by delivering written notice to the Company, in a form satisfactory to the Company,
you may designate a third party who, in the event of your death, shall thereafter be entitled to exercise your option. In addition,
you may transfer your option to a trust if you are considered to be the sole beneficial owner (determined under Section 671 of
the Code and applicable state law) while the option is held in the trust, provided that you and the trustee enter into transfer
and other agreements required by the Company.


 


10.          Option
not a Service Contract. Your option is not an employment or service contract, and nothing in your option shall be deemed
to create in any way whatsoever any obligation on your part to continue in the employ of the Company or an Affiliate, or of the
Company or an Affiliate to continue your employment. In addition, nothing in your option shall obligate the Company or an Affiliate,
their respective stockholders, Boards of Directors, Officers or Employees to continue any relationship that you might have as a
Director or Consultant for the Company or an Affiliate.


 


11.          Withholding
Obligations.


 


(a)          At the
time you exercise your option, in whole or in part, or at any time thereafter as requested by the Company, you hereby authorize
withholding from payroll and any other amounts payable to you, and otherwise agree to make adequate provision for (including by
means of a “cashless exercise” pursuant to a program developed under Regulation T as promulgated by the Federal Reserve
Board to the extent permitted by the Company), any sums required to satisfy the federal, state, local and foreign tax withholding
obligations of the Company or an Affiliate, if any, which arise in connection with the exercise of your option.


 




    	 



    	 



    

 


(b)          Upon your
request and subject to approval by the Company, in its sole discretion, and compliance with any applicable legal conditions or
restrictions, the Company may withhold from fully vested shares of Common Stock otherwise issuable to you upon the exercise of
your option a number of whole shares of Common Stock having a Fair Market Value, determined by the Company as of the date of exercise,
not in excess of the minimum amount required to be withheld by law (or such lower amount as may be necessary to avoid classification
of your option as a liability for financial accounting purposes). Any adverse consequences to you arising in connection with such
share withholding procedure shall be your sole responsibility.


 


(c)          You may
not exercise your option unless the tax withholding obligations of the Company and/or any Affiliate are satisfied. Accordingly,
you may not be able to exercise your option when desired even though your option is vested, and the Company shall have no obligation
to issue a certificate for such shares of Common Stock or release such shares of Common Stock from any escrow provided for herein
unless such obligations are satisfied.


 


12.          Notices.
Any notices provided for in your option or the Plan shall be given in writing and shall be deemed effectively given upon receipt
or, in the case of notices delivered by mail by the Company to you, five (5) days after deposit in the United States mail, postage
prepaid, addressed to you at the last address you provided to the Company.


 


13.          Governing
Plan Document. Your option is subject to all the provisions of the Plan, the provisions of which are hereby made a part
of your option, and is further subject to all interpretations, amendments, rules and regulations, which may from time to time be
promulgated and adopted pursuant to the Plan. In the event of any conflict between the provisions of your option and those of the
Plan, the provisions of the Plan shall control.


 




    	 



    	 



    

 


Attachment
II


 


Website
Pros, Inc.


 


2008
Equity Incentive Plan


 


Approved
By Board on: March 31, 2008


Approved
By Stockholders: May 13, 2008





Termination
Date: March 31, 2018


 


1.          General.


 


(a)          Eligible
Award Recipients. The persons eligible to receive Awards are Employees, Directors and Consultants.


 


(b)          Available
Awards. The Plan provides for the grant of the following Awards: (i) Incentive Stock Options,
(ii) Nonstatutory Stock Options, (iii) Restricted Stock Awards, (iv) Restricted Stock Unit Awards, (v) Stock Appreciation Rights,
(vi) Performance Stock Awards, (vii) Performance Cash Awards, and (viii) Other Stock Awards.


 


(c)          General Purpose.
The Company, by means of the Plan, seeks to secure and retain the services of the group of persons eligible to receive Awards as
set forth in Section 1(a), to provide incentives for such persons to exert maximum efforts for the success of the Company and any
Affiliate and to provide a means by which such eligible recipients may be given an opportunity to benefit from increases in value
of the Common Stock through the granting of Stock Awards.


 


2.          Administration.


 


(a)          Administration
by Board. The Board shall administer the Plan unless and until the Board delegates administration of the Plan to a Committee
or Committees, as provided in Section 2(c).


 


(b)          Powers of
Board. The Board shall have the power, subject to, and within the limitations of, the express provisions of the Plan:


 


(i)          To determine
from time to time (A) which of the persons eligible under the Plan shall be granted Awards; (B) when and how each Award shall be
granted; (C) what type or combination of types of Award shall be granted; (D) the provisions of each Award granted (which need
not be identical), including the time or times when a person shall be permitted to receive cash or Common Stock pursuant to a Stock
Award; and (E) the number of shares of Common Stock with respect to which a Stock Award shall be granted to each such person.


 


(ii)          To construe
and interpret the Plan and Awards, and to establish, amend and revoke rules and regulations for the Plan’s administration.
The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan or in any Stock Award Agreement
or in the written terms of a Performance Cash Award, in a manner and to the extent it shall deem necessary or expedient to make
the Plan or Award fully effective.


 




    	 



    	 



    

 


(iii)          To settle
all controversies regarding the Plan and Awards.


 


(iv)          To accelerate
the time at which a Stock Award may first be exercised or the time during which an Award or any part thereof will vest in accordance
with the Plan, notwithstanding the provisions in the Award stating the time at which it may first be exercised or the time during
which it will vest.


 


(v)          To suspend
or terminate the Plan at any time. Suspension or termination of the Plan shall not impair rights and obligations under any Stock
Award granted while the Plan is in effect except with the written consent of the affected Participant.


 


(vi)          To amend
the Plan in any respect the Board deems necessary or advisable, including, without limitation, relating to Incentive Stock Options
and certain nonqualified deferred compensation under Section 409A of the Code and to bring the Plan and/or Stock Awards into compliance
therewith, subject to the limitations, if any, of applicable law. However, except as provided in Section 9(a) relating to Capitalization
Adjustments, stockholder approval shall be required for any amendment of the Plan that either (A) materially increases the number
of shares of Common Stock available for issuance under the Plan, (B) materially expands the class of individuals eligible to receive
Awards under the Plan, (C) materially increases the benefits accruing to Participants under the Plan or materially reduces the
price at which shares of Common Stock may be issued or purchased under the Plan, (D) materially extends the term of the Plan, or
(E) expands the types of Awards available for issuance under the Plan, but only to the extent required by applicable law or listing
requirements. Except as provided above, rights under any Award granted before amendment of the Plan shall not be impaired by any
amendment of the Plan unless (1) the Company requests the consent of the affected Participant, and (2) such Participant consents
in writing. 


 


(vii)          To submit
any amendment to the Plan for stockholder approval, including, but not limited to, amendments to the Plan intended to satisfy the
requirements of (A) Section 162(m) of the Code and the regulations thereunder regarding the exclusion of performance-based compensation
from the limit on corporate deductibility of compensation paid to Covered Employees, (B) Section 422 of the Code regarding “incentive
stock options” or (C) Rule 16b-3.


 


(viii)          To approve
forms of Award Agreements for use under the Plan and to amend the terms of any one or more Awards, including, but not limited to,
amendments to provide terms more favorable to the Participant than previously provided in the Award Agreement, subject to any specified
limits in the Plan that are not subject to Board discretion; provided however, that the Participant’s rights under
any Award shall not be impaired by any such amendment unless (A) the Company requests the consent of the affected Participant,
and (B) such Participant consents in writing. Notwithstanding the foregoing, subject to the limitations of applicable law, if any,
and without the affected Participant’s consent, the Board may amend the terms of any one or more Awards if necessary to maintain
the qualified status of the Award as an Incentive Stock Option or to bring the Award into compliance with Section 409A of the Code
and Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such
regulations or other guidance that may be issued or amended after the Effective Date.


 




    	 



    	 



    

 


(ix)          Generally,
to exercise such powers and to perform such acts as the Board deems necessary or expedient to promote the best interests of the
Company and that are not in conflict with the provisions of the Plan or Awards.


 


(x)          To adopt
such procedures and sub-plans as are necessary or appropriate to permit participation in the Plan by Employees, Directors or Consultants
who are foreign nationals or employed outside the United States. 


 


(c)          Delegation
to Committee.


 


(i)          General.
The Board may delegate some or all of the administration of the Plan to a Committee or Committees. If administration of the Plan
is delegated to a Committee, the Committee shall have, in connection with the administration of the Plan, the powers theretofore
possessed by the Board that have been delegated to the Committee, including the power to delegate to a subcommittee of the Committee
any of the administrative powers the Committee is authorized to exercise (and references in this Plan to the Board shall thereafter
be to the Committee or subcommittee), subject, however, to such resolutions, not inconsistent with the provisions of the Plan,
as may be adopted from time to time by the Board. The Board may retain the authority to concurrently administer the Plan with the
Committee and may, at any time, revest in the Board some or all of the powers previously delegated to the Committee, Committees,
subcommittee or subcommittees.


 


(ii)          Section
162(m) and Rule 16b-3 Compliance. In the sole discretion of the Board, the Committee may
consist solely of two (2) or more Outside Directors, in accordance with Section 162(m) of the Code, or solely of two (2) or more
Non-Employee Directors, in accordance with Rule 16b-3. In addition, the Board or the Committee, in its sole discretion, may (A)
delegate to a Committee which need not consist of Outside Directors the authority to grant Awards to eligible persons who are either
(1) not then Covered Employees and are not expected to be Covered Employees at the time of recognition of income resulting from
such Stock Award, or (2) not persons with respect to whom the Company wishes to comply with Section 162(m) of the Code, or (B)
delegate to a Committee which need not consist of Non-Employee Directors the authority to grant Stock Awards to eligible persons
who are not then subject to Section 16 of the Exchange Act.


 


(d)          Delegation
to an Officer. The Board may delegate to one (1) or more Officers the authority to do one or both of the following (i) designate
Employees who are not Officers to be recipients of Options (and, to the extent permitted by applicable law, other Stock Awards)
and the terms thereof, and (ii) determine the number of shares of Common Stock to be subject to such Stock Awards granted to such
Employees; provided, however, that the Board resolutions regarding such delegation shall specify the total number
of shares of Common Stock that may be subject to the Stock Awards granted by such Officer and that such Officer may not grant a
Stock Award to himself or herself. Notwithstanding anything to the contrary in this Section 2(d), the Board may not delegate to
an Officer authority to determine the Fair Market Value pursuant to Section 13(u)(ii) below.


 


(e)          Effect of
Board’s Decision. All determinations, interpretations and constructions made by the Board in good faith shall not be
subject to review by any person and shall be final, binding and conclusive on all persons.


 




    	 



    	 



    

 


(f)           Cancellation
and Re-Grant of Stock Awards. Neither the Board nor any Committee shall have the authority to: (i) reprice any outstanding
Stock Awards under the Plan, or (ii) cancel and re-grant any outstanding Stock Awards under the Plan, unless the stockholders of
the Company have approved such an action within twelve (12) months prior to such an event. 


 


3.          Shares
Subject to the Plan.


 


(a)          Share Reserve.
Subject to the provisions of Section 9 relating to adjustments upon changes in stock, the aggregate number of shares of Common
Stock that may be issued pursuant to Stock Awards after the Effective Date shall not exceed three million (3,000,000) shares (the
“Share Reserve”). For clarity, the foregoing is a limitation on the number of shares of the Common Stock
that may be issued pursuant to the Plan and does not limit the granting of Stock Awards except as provided in Section 7(a). Shares
may be issued in connection with a merger or acquisition as permitted by NASD Rule 4350(i)(1)(A)(iii) or, if applicable, NYSE Listed
Company Manual Section 303A.08, or AMEX Company Guide Section 711, and such issuance shall not reduce the number of shares available
for issuance under the Plan. Furthermore, if a Stock Award (i) expires or otherwise terminates without having been exercised in
full or (ii) is settled in cash (i.e., the holder of the Stock Award receives cash rather than stock), such expiration,
termination or settlement shall not reduce (or otherwise offset) the number of shares of the Common Stock that may be issued pursuant
to the Plan.


 


(b)          Reversion
of Shares to the Share Reserve. If any shares of common stock issued pursuant to a Stock Award are forfeited back to the Company
because of the failure to meet a contingency or condition required to vest such shares in the Participant, then the shares which
are forfeited shall revert to and again become available for issuance under the Plan. Also, any shares reacquired by the Company
pursuant to Section 8(g) or as consideration for the exercise of an Option shall again become available for issuance under the
Plan. Notwithstanding the provisions of this Section 3(b), any such shares shall not be subsequently issued pursuant to the exercise
of Incentive Stock Options.


 


(c)          Incentive
Stock Option Limit. Notwithstanding anything to the contrary in this Section 3(d), subject to the provisions of Section 9(a)
relating to Capitalization Adjustments the aggregate maximum number of shares of Common Stock that may be issued pursuant to the
exercise of Incentive Stock Options shall be the number of shares of Common Stock in the Share Reserve.


 


(d)          Section 162(m)
Limitation on Annual Grants. Subject to the provisions of Section 9(a) relating to Capitalization Adjustments, at such time
as the Company may be subject to the applicable provisions of Section 162(m) of the Code, no Employee shall be eligible to be granted
during any calendar year Stock Awards whose value is determined by reference to an increase over an exercise or strike price of
at least one hundred percent (100%) of the Fair Market Value on the date the Stock Award is granted covering more than one million
(1,000,000) shares of Common Stock.


 


(e)          Source of
Shares. The stock issuable under the Plan shall be shares of authorized but unissued or reacquired Common Stock, including
shares repurchased by the Company on the market or otherwise.


 




    	 



    	 



    

 


4.          Eligibility.


 


(a)          Eligibility
for Specific Stock Awards. Incentive Stock Options may be granted only to employees of the Company or a parent corporation
or subsidiary corporation (as such terms are defined in Sections 424(e) and (f) of the Code). Stock Awards other than Incentive
Stock Options may be granted to Employees, Directors and Consultants.


 


(b)          Ten Percent
Stockholders. A Ten Percent Stockholder shall not be granted an Incentive Stock Option unless the exercise price of such Option
is at least one hundred ten percent (110%) of the Fair Market Value on the date of grant and the Option is not exercisable after
the expiration of five (5) years from the date of grant.


 


(c)          Consultants.
A Consultant shall be eligible for the grant of a Stock Award only if, at the time of grant,
a Form S-8 Registration Statement under the Securities Act (“Form S-8”) is available to register either
the offer or the sale of the Company’s securities to such Consultant because of the nature of the services that the Consultant
is providing to the Company, because the Consultant is a natural person, or because of any other rule governing the use of Form
S-8. 


 


5.          Option
Provisions.


 


Each Option shall be
in such form and shall contain such terms and conditions as the Board shall deem appropriate. All Options shall be separately designated
Incentive Stock Options or Nonstatutory Stock Options at the time of grant, and, if certificates are issued, a separate certificate
or certificates shall be issued for shares of Common Stock purchased on exercise of each type of Option. If an Option is not specifically
designated as an Incentive Stock Option, then the Option shall be a Nonstatutory Stock Option. The provisions of separate Options
need not be identical; provided, however, that each Option Agreement shall include (through incorporation of provisions
hereof by reference in the Option Agreement or otherwise) the substance of each of the following provisions:


 


(a)          Term.
Subject to the provisions of Section 4(b) regarding Ten Percent Stockholders, no Option shall be exercisable after the expiration
of ten (10) years from the date of its grant or such shorter period specified in the Option Agreement.


 


(b)          Exercise
Price. Subject to the provisions of Section 4(b) regarding Ten Percent Stockholders, the exercise price of each Option shall
be not less than one hundred percent (100%) of the Fair Market Value of the Common Stock subject to the Option on the date the
Option is granted. Notwithstanding the foregoing, an Option may be granted with an exercise price lower than one hundred percent
(100%) of the Fair Market Value of the Common Stock subject to the Option if such Option is granted pursuant to an assumption of
or substitution for another option in a manner consistent with the provisions of Section 424(a) of the Code (whether or not such
options are Incentive Stock Options).


 


(c)          Consideration.
The purchase price of Common Stock acquired pursuant to the exercise of an Option shall be paid, to the extent permitted by applicable
law and as determined by the Board in its sole discretion, by any combination of the methods of payment set forth below. The Board
shall have the authority to grant Options that do not permit all of the following methods of payment (or otherwise restrict the
ability to use certain methods) and to grant Options that require the consent of the Company to utilize a particular method of
payment. The methods of payment permitted by this Section 6(c) are:


 


 




    	 



    	 



    

 


 


(i)          by cash,
check, bank draft or money order payable to the Company;


 


(ii)          pursuant
to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance of the stock
subject to the Option, results in either the receipt of cash (or check) by the Company or the receipt of irrevocable instructions
to pay the aggregate exercise price to the Company from the sales proceeds;


 


(iii)          by delivery
to the Company (either by actual delivery or attestation) of shares of Common Stock;


 


(iv)          by a “net
exercise” arrangement pursuant to which the Company will reduce the number of shares of Common Stock issued upon exercise
by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price; provided,
however, that the Company shall accept a cash or other payment from the Participant to the extent of any remaining balance
of the aggregate exercise price not satisfied by such reduction in the number of whole shares to be issued; provided, further,
that shares of Common Stock will no longer be outstanding under an Option and will not be exercisable thereafter to the extent
that (A) shares are used to pay the exercise price pursuant to the “net exercise,” (B) shares are delivered to the
Participant as a result of such exercise, and (C) shares are withheld to satisfy tax withholding obligations; or


 


(v)          in any
other form of legal consideration that may be acceptable to the Board.


 


(d)          Transferability
of Options. The Board may, in its sole discretion, impose such limitations on the transferability of Options as the Board shall
determine. In the absence of such a determination by the Board to the contrary, the following restrictions on the transferability
of Options shall apply:


 


(i)          Restrictions
on Transfer. An Option shall not be transferable except by will or by the laws of descent and distribution and shall be exercisable
during the lifetime of the Optionholder only by the Optionholder; provided, however, that the Board may, in its sole discretion,
permit transfer of the Option in a manner consistent with applicable tax and securities laws upon the Optionholder’s request.


 


(ii)          Domestic Relations
Orders. Notwithstanding the foregoing, an Option may be transferred pursuant to a domestic relations order, provided, however,
that an Incentive Stock Option may be deemed to be a Nonqualified Stock Option as a result of such transfer.


 


(iii)          Beneficiary
Designation. Notwithstanding the foregoing, the Optionholder may, by delivering written notice to the Company, in a form provided
by or otherwise satisfactory to the Company, designate a third party who, in the event of the death of the Optionholder, shall
thereafter be the beneficiary of an Option with the right to exercise the Option and receive the Common Stock or other consideration
resulting from an Option exercise.


 




    	 



    	 



    

 


(e)          Vesting Generally.
The total number of shares of Common Stock subject to an Option may vest and therefore become exercisable in periodic installments
that may or may not be equal. The Option may be subject to such other terms and conditions on the time or times when it may or
may not be exercised (which may be based on the satisfaction of Performance Goals or other criteria) as the Board may deem appropriate.
The vesting provisions of individual Options may vary. The provisions of this Section 5(e) are subject to any Option provisions
governing the minimum number of shares of Common Stock as to which an Option may be exercised.


 


(f)          Termination
of Continuous Service. Except as otherwise provided in the applicable Option Agreement or
other agreement between the Optionholder and the Company, in the event that an Optionholder’s Continuous Service terminates
(other than upon the Optionholder’s death or Disability), the Optionholder may exercise his or her Option (to the extent
that the Optionholder was entitled to exercise such Option as of the date of termination of Continuous Service) but only within
such period of time ending on the earlier of (i) the date three (3) months following the termination of the Optionholder’s
Continuous Service (or such longer or shorter period specified in the Option Agreement), or (ii) the expiration of the term of
the Option as set forth in the Option Agreement. If, after termination of Continuous Service, the Optionholder does not exercise
his or her Option within the time specified herein or in the Option Agreement (as applicable), the Option shall terminate.


 


(g)          Extension
of Termination Date. Unless otherwise provided in an Optionholder’s Option Agreement,
if the exercise of the Option following the termination of the Optionholder’s Continuous Service (other than upon a Change
in Control or the Optionholder’s death or Disability) would be prohibited at any time solely because the issuance of shares
of Common Stock would violate the registration requirements under the Securities Act, then the Option shall terminate on the earlier
of (i) the expiration of a period equal to the post-termination exercise period described in Section 5(f), 5(h) or 5(i) after the
termination of the Optionholder’s Continuous Service during which the exercise of the Option would not be in violation of
such registration requirements, or (ii) the expiration of the term of the Option as set forth in the Option Agreement. In addition,
unless otherwise provided in an Optionholder’s Option Agreement, if the sale of the Common Stock received upon exercise of
an Option following the termination of the Optionholder’s Continuous Service (other than upon a Change in Control or the
Optionholder’s death or Disability) would violate the Company’s insider trading policy, then the Option shall terminate
on the earlier of (i) the expiration of a period equal to the post-termination exercise period described in Section 5(f), 5(h)
or 5(i) above after the termination of the Optionholder’s Continuous Service during which the exercise of the Option would
not be in violation of the Company’s insider trading policy, (ii) the 15th day of the third month after
the date on which the Option would cease to be exercisable but for this Section 5(g), or such longer period as would not cause
the Option to become subject to Section 409A(a)(1) of the Code; or (iii) the expiration of the
term of the Option as set forth in the Option Agreement.


 


(h)          Disability
of Optionholder. In the event that an Optionholder’s Continuous Service terminates
as a result of the Optionholder’s Disability, the Optionholder may exercise his or her Option (to the extent that the Optionholder
was entitled to exercise such Option as of the date of termination of Continuous Service), but only within such period of time
ending on the earlier of (i) the date twelve (12) months following such termination of Continuous Service (or such longer or shorter
period specified in the Option Agreement), or (ii) the expiration of the term of the Option as set forth in the Option Agreement.
If, after termination of Continuous Service, the Optionholder does not exercise his or her Option within the time specified herein
or in the Option Agreement (as applicable), the Option shall terminate.


 




    	 



    	 



    

 


(i)          Death
of Optionholder. In the event that (i) an Optionholder’s Continuous Service terminates
as a result of the Optionholder’s death, or (ii) the Optionholder dies within the period (if any) specified in the Option
Agreement after the termination of the Optionholder’s Continuous Service for a reason other than death, then the Option may
be exercised (to the extent the Optionholder was entitled to exercise such Option as of the date of death) by the Optionholder’s
estate, by a person who acquired the right to exercise the Option by bequest or inheritance or by a person designated as the beneficiary
of the Option upon the Optionholder’s death, but only within the period ending on the earlier of (A) the date eighteen (18)
months following the date of death (or such longer or shorter period specified in the Option Agreement), or (B) the expiration
of the term of such Option as set forth in the Option Agreement. If, after the Optionholder’s death, the Option is not exercised
within the time specified herein or in the Option Agreement (as applicable), the Option shall terminate. If the Optionholder designates
a third party beneficiary of the Option in accordance with Section 5(d)(iii), then upon the death of the Optionholder such designated
beneficiary shall have the sole right to exercise the Option and receive the Common Stock or other consideration resulting
from an Option exercise.


 


(j)          Non-Exempt
Employees. No Option granted to an Employee who is a non-exempt employee for purposes of the Fair Labor Standards Act shall
be first exercisable for any shares of Common Stock until at least six (6) months following the date of grant of the Option. The
foregoing provision is intended to operate so that any income derived by a non-exempt employee in connection with the exercise
or vesting of an Option will be exempt from his or her regular rate of pay.


 


6.          Provisions
of Stock Awards other than Options.


 


(a)          Restricted
Stock Awards. Each Restricted Stock Award Agreement shall be in such form and shall contain such terms and conditions as the
Board shall deem appropriate. To the extent consistent with the Company’s Bylaws, at the
Board’s election, shares of Common Stock may be (x) held in book entry form subject to the Company’s instructions until
any restrictions relating to the Restricted Stock Award lapse; or (y) evidenced by a certificate, which certificate shall
be held in such form and manner as determined by the Board. The terms and conditions of Restricted Stock Award Agreements may change
from time to time, and the terms and conditions of separate Restricted Stock Award Agreements need not be identical; provided,
however, that each Restricted Stock Award Agreement shall include (through incorporation of provisions hereof by reference
in the agreement or otherwise) the substance of each of the following provisions:


 


(i)          Consideration.
A Restricted Stock Award may be awarded in consideration for (A) past or future services actually or to be rendered to the Company
or an Affiliate, or (B) any other form of legal consideration that may be acceptable to the Board in its sole discretion and permissible
under applicable law.


 


(ii)          Vesting. Shares
of Common Stock awarded under the Restricted Stock Award Agreement may be subject to forfeiture to the Company in accordance with
a vesting schedule to be determined by the Board.


 




    	 



    	 



    

 


(iii)          Termination
of Participant’s Continuous Service. In the event a Participant’s Continuous Service terminates, the Company may
receive via a forfeiture condition, any or all of the shares of Common Stock held by the Participant that have not vested as of
the date of termination of Continuous Service under the terms of the Restricted Stock Award Agreement.


 


(iv)          Transferability.
Rights to acquire shares of Common Stock under the Restricted Stock Award Agreement shall be transferable by the Participant only
upon such terms and conditions as are set forth in the Restricted Stock Award Agreement, as the Board shall determine in its sole
discretion, so long as Common Stock awarded under the Restricted Stock Award Agreement remains subject to the terms of the Restricted
Stock Award Agreement.


 


(b)          Restricted
Stock Unit Awards. Each Restricted Stock Unit Award Agreement shall be in such form and shall
contain such terms and conditions as the Board shall deem appropriate. The terms and conditions of Restricted Stock Unit Award
Agreements may change from time to time, and the terms and conditions of separate Restricted Stock Unit Award Agreements need not
be identical; provided, however, that each Restricted Stock Unit Award Agreement shall include (through incorporation
of the provisions hereof by reference in the Agreement or otherwise) the substance of each of the following provisions:


 


(i)          Consideration.
At the time of grant of a Restricted Stock Unit Award, the Board will determine the consideration, if any, to be paid by the Participant
upon delivery of each share of Common Stock subject to the Restricted Stock Unit Award. The consideration to be paid (if any) by
the Participant for each share of Common Stock subject to a Restricted Stock Unit Award may be paid in any form of legal consideration
that may be acceptable to the Board in its sole discretion and permissible under applicable law.


 


(ii)          Vesting.
At the time of the grant of a Restricted Stock Unit Award, the Board may impose such restrictions
or conditions to the vesting of the Restricted Stock Unit Award as it, in its sole discretion, deems appropriate.


 


(iii)          Payment.
A Restricted Stock Unit Award may be settled by the delivery of shares of Common Stock, their cash equivalent, any combination
thereof or in any other form of consideration, as determined by the Board and contained in the Restricted Stock Unit Award Agreement.


 


(iv)          Additional
Restrictions. At the time of the grant of a Restricted Stock Unit Award, the Board, as it
deems appropriate, may impose such restrictions or conditions that delay the delivery of the shares of Common Stock (or their cash
equivalent) subject to a Restricted Stock Unit Award to a time after the vesting of such Restricted Stock Unit Award. 


 


(v)          Dividend
Equivalents. Dividend equivalents may be credited in respect of shares of Common Stock covered
by a Restricted Stock Unit Award, as determined by the Board and contained in the Restricted Stock Unit Award Agreement. At the
sole discretion of the Board, such dividend equivalents may be converted into additional shares of Common Stock covered by the
Restricted Stock Unit Award in such manner as determined by the Board. Any additional shares covered by the Restricted Stock Unit
Award credited by reason of such dividend equivalents will be subject to all the terms and conditions of the underlying Restricted
Stock Unit Award Agreement to which they relate. 


 




    	 



    	 



    

 


(vi)          Termination
of Participant’s Continuous Service. Except as otherwise provided in the applicable
Restricted Stock Unit Award Agreement, such portion of the Restricted Stock Unit Award that has not vested will be forfeited upon
the Participant’s termination of Continuous Service. 


 


(vii)          Compliance
with Section 409A of the Code. Notwithstanding anything to the contrary set forth herein, any Restricted Stock Unit Award granted
under the Plan that is not exempt from the requirements of Section 409A of the Code shall contain such provisions so that such
Restricted Stock Unit Award will comply with the requirements of Section 409A of the Code. Such restrictions, if any, shall be
determined by the Board and contained in the Restricted Stock Unit Award Agreement evidencing such Restricted Stock Unit Award.


 


(c)          Stock
Appreciation Rights. Each Stock Appreciation Right Agreement shall be in such form and shall
contain such terms and conditions as the Board shall deem appropriate. Stock Appreciation Rights may be granted as stand-alone
Stock Awards or in tandem with other Stock Awards. The terms and conditions of Stock Appreciation Right Agreements may change from
time to time, and the terms and conditions of separate Stock Appreciation Right Agreements need not be identical; provided,
however, that each Stock Appreciation Right Agreement shall include (through incorporation of the provisions hereof by reference
in the Agreement or otherwise) the substance of each of the following provisions:          


 


(i)          Term. No
Stock Appreciation Right shall be exercisable after the expiration of ten (10) years from the date of its grant or such shorter
period specified in the Stock Appreciation Right Agreement.


 


(ii)          Strike
Price. Each Stock Appreciation Right will be denominated in shares of Common Stock equivalents.
The strike price of each Stock Appreciation Right shall not be less than one hundred percent (100%) of the Fair Market Value of
the Common Stock equivalents subject to the Stock Appreciation Right on the date of grant.


 


(iii)          Calculation
of Appreciation. The appreciation distribution payable on the exercise of a Stock Appreciation
Right will be not greater than an amount equal to the excess of (A) the aggregate Fair Market Value (on the date of the exercise
of the Stock Appreciation Right) of a number of shares of Common Stock equal to the number of Common Stock equivalents in which
the Participant is vested under such Stock Appreciation Right, and with respect to which the Participant is exercising the Stock
Appreciation Right on such date, over (B) the strike price that will be determined by the Board at the time of grant of the Stock
Appreciation Right. 


 


(iv)          Vesting.
At the time of the grant of a Stock Appreciation Right, the Board may impose such restrictions
or conditions to the vesting of such Stock Appreciation Right as it, in its sole discretion, deems appropriate. 


 


(v)          Exercise.
To exercise any outstanding Stock Appreciation Right, the Participant must provide written notice of exercise to the Company in
compliance with the provisions of the Stock Appreciation Right Agreement evidencing such Stock Appreciation Right.


 




    	 



    	 



    

 


(vi)          Payment.
The appreciation distribution in respect to a Stock Appreciation Right may be paid in Common Stock, in cash, in any combination
of the two or in any other form of consideration, as determined by the Board and contained in the Stock Appreciation Right Agreement
evidencing such Stock Appreciation Right.


 


(vii)          Termination
of Continuous Service. In the event that a Participant’s Continuous Service terminates,
the Participant may exercise his or her Stock Appreciation Right (to the extent that the Participant was entitled to exercise such
Stock Appreciation Right as of the date of termination) but only within such period of time ending on the earlier of (A) the date
three (3) months following the termination of the Participant’s Continuous Service (or such longer or shorter period specified
in the Stock Appreciation Right Agreement), or (B) the expiration of the term of the Stock Appreciation Right as set forth in the
Stock Appreciation Right Agreement. If, after termination, the Participant does not exercise his or her Stock Appreciation Right
within the time specified herein or in the Stock Appreciation Right Agreement (as applicable), the Stock Appreciation Right shall
terminate.


 


(viii)          Compliance
with Section 409A of the Code. Notwithstanding anything to the contrary set forth herein, any Stock Appreciation Rights granted
under the Plan that are not exempt from the requirements of Section 409A of the Code shall contain such provisions so that such
Stock Appreciation Rights will comply with the requirements of Section 409A of the Code. Such restrictions, if any, shall be determined
by the Board and contained in the Stock Appreciation Right Agreement evidencing such Stock Appreciation Right. 


 


(d)          Performance
Awards.


 


(i)          Performance
Stock Awards. A Performance Stock Award is a Stock Award that may be granted, may vest, or may be exercised based upon the
attainment during a Performance Period of certain Performance Goals. A Performance Stock Award may, but need not, require the completion
of a specified period of Continuous Service. The length of any Performance Period, the Performance Goals to be achieved during
the Performance Period, and the measure of whether and to what degree such Performance Goals have been attained shall be conclusively
determined by the Committee in its sole discretion. The maximum number of shares that may be granted to any Participant in a calendar
year attributable to Stock Awards described in this Section 6(d)(i) shall not exceed one million (1,000,000) shares of Common Stock.
In addition, to the extent permitted by applicable law and the applicable Award Agreement, the Board may determine that cash may
be used in payment of Performance Stock Awards.


 


(ii)          Performance
Cash Awards. A Performance Cash Award is a cash award that may be granted upon the attainment during a Performance Period of
certain Performance Goals. A Performance Cash Award may also require the completion of a specified period of Continuous Service.
The length of any Performance Period, the Performance Goals to be achieved during the Performance Period, and the measure of whether
and to what degree such Performance Goals have been attained shall be conclusively determined by the Committee in its sole discretion.
The maximum value that may be granted to any Participant in a calendar year attributable to cash awards described in this Section
6(d)(i) shall not exceed three million dollars ($3,000,000). The Board may provide for or, subject to such terms and conditions
as the Board may specify, may permit a Participant to elect for, the payment of any Performance Cash Award to be deferred to a
specified date or event. The Committee may specify the form of payment of Performance Cash Awards, which may be cash or other property,
or may provide for a Participant to have the option for his or her Performance Cash Award, or such portion thereof as the Board
may specify, to be paid in whole or in part in cash or other property.  In addition, to the extent
permitted by applicable law and the applicable Award Agreement, the Board may determine that Common Stock authorized under this
Plan may be used in payment of Performance Cash Awards, including additional shares in excess of the Performance Cash Award as
an inducement to hold shares of Common Stock.


 




    	 



    	 



    

 


(e)          Other
Stock Awards. Other forms of Stock Awards valued in whole or in part by reference
to, or otherwise based on, Common Stock may be granted either alone or in addition to Stock Awards provided for under Section 5
and the preceding provisions of this Section 6. Subject to the provisions of the Plan, the Board shall have sole and complete authority
to determine the persons to whom and the time or times at which such Other Stock Awards will be granted, the number of shares of
Common Stock (or the cash equivalent thereof) to be granted pursuant to such Other Stock Awards and all other terms and conditions
of such Other Stock Awards.  


 


7.          Covenants
of the Company.


 


(a)          Availability
of Shares. During the terms of the Stock Awards, the Company shall keep available at all times the number of shares of Common
Stock reasonably required to satisfy such Stock Awards.


 


(b)          Securities
Law Compliance. The Company shall seek to obtain from each regulatory commission or agency having jurisdiction over the Plan
such authority as may be required to grant Stock Awards and to issue and sell shares of Common Stock upon exercise of the Stock
Awards; provided, however, that this undertaking shall not require the Company to register under the Securities Act the
Plan, any Stock Award or any Common Stock issued or issuable pursuant to any such Stock Award. If, after reasonable efforts, the
Company is unable to obtain from any such regulatory commission or agency the authority that counsel for the Company deems necessary
for the lawful issuance and sale of Common Stock under the Plan, the Company shall be relieved from any liability for failure to
issue and sell Common Stock upon exercise of such Stock Awards unless and until such authority is obtained.


 


(c)          No Obligation
to Notify. The Company shall have no duty or obligation to any holder of a Stock Award to advise such holder as to the time
or manner of exercising such Stock Award. Furthermore, the Company shall have no duty or obligation to warn or otherwise advise
such holder of a pending termination or expiration of a Stock Award or a possible period in which the Stock Award may not be exercised.
The Company has no duty or obligation to minimize the tax consequences of a Stock Award to the holder of such Stock Award.


 


8.          Miscellaneous.


 


(a)          Use of Proceeds
from Sales of Common Stock. Proceeds from the sale of shares of Common Stock pursuant to Stock Awards shall constitute general
funds of the Company.


 


(b)          Corporate
Action Constituting Grant of Stock Awards. Corporate action constituting a grant by the Company of a Stock Award to any Participant
shall be deemed completed as of the date of such corporate action, unless otherwise determined by the Board, regardless of when
the instrument, certificate, or letter evidencing the Stock Award is communicated to, or actually received or accepted by, the
Participant.


 




    	 



    	 



    

 


(c)          Stockholder
Rights. No Participant shall be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares
of Common Stock subject to such Stock Award unless and until such Participant has exercised the Stock Award pursuant to its terms
and the Participant shall not be deemed to be a stockholder of record until the issuance of the Common Stock pursuant to such exercise
has been entered into the books and records of the Company.


 


(d)          No Employment
or Other Service Rights. Nothing in the Plan, any Stock Award Agreement or other instrument executed
thereunder or in connection with any Award granted pursuant to the Plan shall confer upon any Participant any right to continue
to serve the Company or an Affiliate in the capacity in effect at the time the Stock Award was granted or shall affect the right
of the Company or an Affiliate to terminate (i) the employment of an Employee with or without notice and with or without cause,
(ii) the service of a Consultant pursuant to the terms of such Consultant’s agreement with the Company or an Affiliate, or
(iii) the service of a Director pursuant to the Bylaws of the Company or an Affiliate, and any applicable provisions of the corporate
law of the state in which the Company or the Affiliate is incorporated, as the case may be.


 


(e)          Incentive
Stock Option $100,000 Limitation. To the extent that the aggregate Fair Market Value (determined at the time of grant) of Common
Stock with respect to which Incentive Stock Options are exercisable for the first time by any Optionholder during any calendar
year (under all plans of the Company and any Affiliates) exceeds one hundred thousand dollars ($100,000), the Options or portions
thereof that exceed such limit (according to the order in which they were granted) shall be treated as Nonstatutory Stock Options,
notwithstanding any contrary provision of the applicable Option Agreement(s).


 


(f)          Investment
Assurances. The Company may require a Participant, as a condition of exercising or acquiring Common Stock under any Stock Award,
(i) to give written assurances satisfactory to the Company as to the Participant’s knowledge and experience in financial
and business matters and/or to employ a purchaser representative reasonably satisfactory to the Company who is knowledgeable and
experienced in financial and business matters and that he or she is capable of evaluating, alone or together with the purchaser
representative, the merits and risks of exercising the Stock Award; and (ii) to give written assurances satisfactory to the Company
stating that the Participant is acquiring Common Stock subject to the Stock Award for the Participant’s own account and not
with any present intention of selling or otherwise distributing the Common Stock. The foregoing requirements, and any assurances
given pursuant to such requirements, shall be inoperative if (A) the issuance of the shares upon the exercise or acquisition of
Common Stock under the Stock Award has been registered under a then currently effective registration statement under the Securities
Act, or (B) as to any particular requirement, a determination is made by counsel for the Company that such requirement need not
be met in the circumstances under the then applicable securities laws. The Company may, upon advice of counsel to the Company,
place legends on stock certificates issued under the Plan as such counsel deems necessary or appropriate in order to comply with
applicable securities laws, including, but not limited to, legends restricting the transfer of the Common Stock.


 




    	 



    	 



    

 


(g)          Withholding
Obligations. Unless prohibited by the terms of a Stock Award Agreement, the Company may, in its
sole discretion, satisfy any federal, state or local tax withholding obligation relating to an Award by any of the following means
(in addition to the Company’s right to withhold from any compensation paid to the Participant by the Company) or by a combination
of such means: (i) causing the Participant to tender a cash payment; (ii)  withholding shares of Common Stock from the
shares of Common Stock issued or otherwise issuable to the Participant in connection with the Award; (iii) withholding cash from
an Award settled in cash; or (iv) by such other method as may be set forth in the Award Agreement. 


 


(h)          Electronic
Delivery. Any reference herein to a “written” agreement or document shall include any agreement or document delivered
electronically or posted on the Company’s intranet.


 


(i)          Deferrals.
To the extent permitted by applicable law, the Board, in its sole discretion, may determine that the delivery of Common Stock or
the payment of cash, upon the exercise, vesting or settlement of all or a portion of any Award may be deferred and may establish
programs and procedures for deferral elections to be made by Participants. Deferrals by Participants will be made in accordance
with Section 409A of the Code. Consistent with Section 409A of the Code, the Board may provide for distributions while a Participant
is still an employee. The Board is authorized to make deferrals of Stock Awards and determine when, and in what annual percentages,
Participants may receive payments, including lump sum payments, following the Participant’s termination of employment or
retirement, and implement such other terms and conditions consistent with the provisions of the Plan and in accordance with applicable
law.


 


(j)          Compliance
with Section 409A of the Code. To the extent that the Board determines that any Award granted under the Plan is subject to
Section 409A of the Code, the Award Agreement evidencing such Award shall incorporate the terms and conditions necessary to avoid
the consequences specified in Section 409A(a)(1) of the Code. To the extent applicable, the Plan and Award Agreements shall be
interpreted in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretive guidance
issued thereunder, including without limitation any such regulations or other guidance that may be issued or amended after the
Effective Date. Notwithstanding any provision of the Plan to the contrary, in the event that following the Effective Date the Board
determines that any Award may be subject to Section 409A of the Code and related Department of Treasury guidance (including such
Department of Treasury guidance as may be issued after the Effective Date), the Board may adopt such amendments to the Plan and
the applicable Award Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive
effect), or take any other actions, that the Board determines are necessary or appropriate to (i) exempt the Award from Section
409A of the Code and/or preserve the intended tax treatment of the benefits provided with respect to the Award, or (ii) comply
with the requirements of Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued
thereunder, including without limitation any such regulations or other guidance that may be issued or amended after the Effective
Date.


 




    	 



    	 



    

 


9.          Adjustments
upon Changes in Common Stock; Other Corporate Events.


 


(a)          Capitalization
Adjustments. In the event of a Capitalization Adjustment, the Board shall appropriately adjust: (i) the class(es) and maximum
number of securities subject to the Plan pursuant to Section 3(a), (ii) the class(es) and maximum number of securities that may
be issued pursuant to the exercise of Incentive Stock Options pursuant to Section 3(d), (iii) the class(es) and maximum number
of securities that may be awarded to any person pursuant to Section 3(d) and 6(d)(i) , and (iv) the class(es) and number of securities
and price per share of stock subject to outstanding Stock Awards. The Board shall make such adjustments, and its determination
shall be final, binding and conclusive.


 


(b)          Dissolution
or Liquidation. Except as otherwise provided in the Stock Award Agreement, in the event of a dissolution or liquidation of
the Company, all outstanding Stock Awards (other than Stock Awards consisting of vested and outstanding shares of Common Stock
not subject to the Company’s right of repurchase) shall terminate immediately prior to the completion of such dissolution
or liquidation, and the shares of Common Stock subject to the Company’s repurchase option may be repurchased by the Company
notwithstanding the fact that the holder of such Stock Award is providing Continuous Service, provided, however, that the
Board may, in its sole discretion, cause some or all Stock Awards to become fully vested, exercisable and/or no longer subject
to repurchase or forfeiture (to the extent such Stock Awards have not previously expired or terminated) before the dissolution
or liquidation is completed but contingent on its completion.


 


(c)          Corporate
Transaction.  The following provisions shall apply to Stock Awards in the event of a Corporate Transaction unless otherwise
provided in the instrument evidencing the Stock Award or any other written agreement between the Company or any Affiliate and the
Participant or unless otherwise expressly provided by the Board at the time of grant of a Stock Award.


 


(i)          Stock Awards
May Be Assumed. Except as otherwise stated in the Stock Award Agreement, in the event of a Corporate Transaction, any surviving
corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) may assume or continue
any or all Stock Awards outstanding under the Plan or may substitute similar stock awards for Stock Awards outstanding under the
Plan (including but not limited to, awards to acquire the same consideration paid to the stockholders of the Company pursuant to
the Corporate Transaction), and any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant
to Stock Awards may be assigned by the Company to the successor of the Company (or the successor’s parent company, if any),
in connection with such Corporate Transaction. A surviving corporation or acquiring corporation (or its parent) may choose to assume
or continue only a portion of a Stock Award or substitute a similar stock award for only a portion of a Stock Award. The terms
of any assumption, continuation or substitution shall be set by the Board in accordance with the provisions of Section 2.


 


(ii)          Stock Awards
Held by Current Participants. Except as otherwise stated in the Stock Award Agreement, in the event of a Corporate Transaction
in which the surviving corporation or acquiring corporation (or its parent company) does not assume or continue such outstanding
Stock Awards or substitute similar stock awards for such outstanding Stock Awards, then with respect to Stock Awards that have
not been assumed, continued or substituted and that are held by Participants whose Continuous Service has not terminated prior
to the effective time of the Corporate Transaction (referred to as the “Current Participants”), the vesting
of such Stock Awards (and, with respect to Options and Stock Appreciation Rights, the time at which such Stock Awards may be exercised)
shall be accelerated in full to a date prior to the effective time of such Corporate Transaction (contingent upon the effectiveness
of the Corporate Transaction) as the Board shall determine (or, if the Board shall not determine such a date, to the date that
is five (5) days prior to the effective time of the Corporate Transaction), and such Stock Awards shall terminate if not exercised
(if applicable) at or prior to the effective time of the Corporate Transaction, and any reacquisition or repurchase rights held
by the Company with respect to such Stock Awards shall lapse (contingent upon the effectiveness of the Corporate Transaction).


 




    	 



    	 



    

 


(iii)          Stock Awards
Held by Persons other than Current Participants. Except as otherwise stated in the Stock Award Agreement, in the event of a
Corporate Transaction in which the surviving corporation or acquiring corporation (or its parent company) does not assume or continue
such outstanding Stock Awards or substitute similar stock awards for such outstanding Stock Awards, then with respect to Stock
Awards that have not been assumed, continued or substituted and that are held by persons other than Current Participants, such
Stock Awards shall terminate if not exercised (if applicable) prior to the effective time of the Corporate Transaction; provided,
however, that any reacquisition or repurchase rights held by the Company with respect to such Stock Awards shall not terminate
and may continue to be exercised notwithstanding the Corporate Transaction.


 


(iv)          Payment for
Stock Awards in Lieu of Exercise. Notwithstanding the foregoing, in the event a Stock Award will terminate if not exercised
prior to the effective time of a Corporate Transaction, the Board may provide, in its sole discretion, that the holder of such
Stock Award may not exercise such Stock Award but will receive a payment, in such form as may be determined by the Board, equal
in value to the excess, if any, of (A) the value of the property the holder of the Stock Award would have received upon the exercise
of the Stock Award (including, at the discretion of the Board, any unvested portion of such Stock Award), over (B) any exercise
price payable by such holder in connection with such exercise.


 


(d)          Change in
Control. A Stock Award may be subject to additional acceleration of vesting and exercisability upon or after a Change in Control
as may be provided in the Stock Award Agreement for such Stock Award or as may be provided in any other written agreement between
the Company or any Affiliate and the Participant, but in the absence of such provision, no such acceleration shall occur.


 


10.          Termination
or Suspension of the Plan.


 


(a)          Plan Term.
Unless sooner terminated by the Board pursuant to Section 2, the Plan shall automatically terminate on the day before the tenth
(10th) anniversary of the date the Plan is adopted by the Board or approved by the stockholders of the Company, whichever is earlier.
No Awards may be granted under the Plan while the Plan is suspended or after it is terminated.


 


(b)          No Impairment
of Rights. Termination of the Plan shall not impair rights and obligations under any Award granted while the Plan is in effect
except with the written consent of the affected Participant.


 


11.          Effective
Date of Plan.


 


This Plan shall become
effective on the Effective Date. 


 




    	 



    	 



    

 


12.          Choice
of Law.


 


The law of the State
of Delaware shall govern all questions concerning the construction, validity and interpretation of this Plan, without regard to
such state’s conflict of laws rules.


 


13.          Definitions.
As used in the Plan, the definitions contained in this Section 13 shall apply to the capitalized terms indicated below:


 


(a)          “Affiliate”
means, at the time of determination, any “parent” or “subsidiary” of the Company as such terms are defined
in Rule 405 of the Securities Act. The Board shall have the authority to determine the time or times at which “parent”
or “subsidiary” status is determined within the foregoing definition.


 


(b)          “Award”
means a Stock Award or a Performance Cash Award.


 


(c)          “Board”
means the Board of Directors of the Company.


 


(d)          “Capitalization
Adjustment” means any change that is made in, or other events that occur with respect to, the Common Stock subject
to the Plan or subject to any Stock Award after the Effective Date without the receipt of consideration by the Company (through
merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash,
stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate structure or other transaction
not involving the receipt of consideration by the Company. Notwithstanding the foregoing, the conversion of any convertible securities
of the Company shall not be treated as a transaction “without receipt of consideration” by the Company.


 


(e)           “Change
in Control” means the occurrence, in a single transaction or in a series of related transactions, of any one or more
of the following events:


 


(i)          any Exchange
Act Person becomes the Owner, directly or indirectly, of securities of the Company representing more than fifty percent (50%) of
the combined voting power of the Company’s then outstanding securities other than by virtue of a merger, consolidation or
similar transaction. Notwithstanding the foregoing, a Change in Control shall not be deemed to occur (A) on account of the acquisition
of securities of the Company by an investor, any affiliate thereof or any other Exchange Act Person from the Company in a transaction
or series of related transactions the primary purpose of which is to obtain financing for the Company through the issuance of equity
securities or (B) solely because the level of Ownership held by any Exchange Act Person (the “Subject Person”)
exceeds the designated percentage threshold of the outstanding voting securities as a result of a repurchase or other acquisition
of voting securities by the Company reducing the number of shares outstanding, provided that if a Change in Control would occur
(but for the operation of this sentence) as a result of the acquisition of voting securities by the Company, and after such share
acquisition, the Subject Person becomes the Owner of any additional voting securities that, assuming the repurchase or other acquisition
had not occurred, increases the percentage of the then outstanding voting securities Owned by the Subject Person over the designated
percentage threshold, then a Change in Control shall be deemed to occur;


 




    	 



    	 



    

 


(ii)          there
is consummated a merger, consolidation or similar transaction involving (directly or indirectly) the Company and, immediately after
the consummation of such merger, consolidation or similar transaction, the stockholders of the Company immediately prior thereto
do not Own, directly or indirectly, either (A) outstanding voting securities representing more than fifty percent (50%) of the
combined outstanding voting power of the surviving Entity in such merger, consolidation or similar transaction or (B) more than
fifty percent (50%) of the combined outstanding voting power of the parent of the surviving Entity in such merger, consolidation
or similar transaction, in each case in substantially the same proportions as their Ownership of the
outstanding voting securities of the Company immediately prior to such transaction;


 


(iii)          the stockholders
of the Company approve or the Board approves a plan of complete dissolution or liquidation of the Company, or a complete dissolution
or liquidation of the Company shall otherwise occur, except for a liquidation into a parent corporation;


 


(iv)          there
is consummated a sale, lease, exclusive license or other disposition of all or substantially all of the consolidated assets of
the Company and its Subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the consolidated
assets of the Company and its Subsidiaries to an Entity, more than fifty percent (50%) of the combined voting power of the voting
securities of which are Owned by stockholders of the Company in substantially the same proportions as their Ownership of the outstanding
voting securities of the Company immediately prior to such sale, lease, license or other disposition; or


 


(v)          individuals
who, on the date this Plan is adopted by the Board, are members of the Board (the “Incumbent Board”) cease for any
reason to constitute at least a majority of the members of the Board; provided, however, that if the appointment or election
(or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent
Board then still in office, such new member shall, for purposes of this Plan, be considered as a member of the Incumbent Board.


 


For the avoidance of
doubt, the term Change in Control shall not include a sale of assets, merger or other transaction effected exclusively for the
purpose of changing the domicile of the Company.


 


Notwithstanding the
foregoing or any other provision of this Plan, the definition of Change in Control (or any analogous term) in an individual written
agreement between the Company or any Affiliate and the Participant shall supersede the foregoing definition with respect to Awards
subject to such agreement; provided, however, that if no definition of Change in Control or any analogous term is set forth
in such an individual written agreement, the foregoing definition shall apply.


 


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


 


(g)           “Committee”
means a committee of one (1) or more Directors to whom authority has been delegated by the Board in accordance with Section 2(c).


 


(h)          “Common
Stock” means the common stock of the Company.


 




    	 



    	 



    

 


(i)          “Company”
means Website Pros, Inc., a Delaware corporation.


 


(j)          “Consultant”
means any person, including an advisor, who is (i) engaged by the Company or an Affiliate to render consulting or advisory services
and is compensated for such services, or (ii) serving as a member of the board of directors of an Affiliate and is compensated
for such services. However, service solely as a Director, or payment of a fee for such service, shall
not cause a Director to be considered a “Consultant” for purposes of the Plan. 


 


(k)          “Continuous
Service” means that the Participant’s service with the Company or an Affiliate, whether as an Employee, Director
or Consultant, is not interrupted or terminated. A change in the capacity in which the Participant renders service to the Company
or an Affiliate as an Employee, Consultant or Director or a change in the entity for which the Participant renders such service,
provided that there is no interruption or termination of the Participant’s service with the Company or an Affiliate, shall
not terminate a Participant’s Continuous Service. For example, a change in status from an employee of the Company to a consultant
to an Affiliate or to a Director shall not constitute an interruption of Continuous Service. To the extent permitted by law, the
Board or the chief executive officer of the Company, in that party’s sole discretion, may determine whether Continuous Service
shall be considered interrupted in the case of any leave of absence approved by that party, including sick leave, military leave
or any other personal leave. Notwithstanding the foregoing, a leave of absence shall be treated as Continuous Service for purposes
of vesting in a Stock Award only to such extent as may be provided in the Company’s leave of absence policy, in the written
terms of any leave of absence agreement or policy applicable to the Participant, or as otherwise required by law.


 


(l)          “Corporate
Transaction” means the occurrence, in a single transaction or in a series of related transactions, of any one or
more of the following events:


 


(i)          a sale
or other disposition of all or substantially all, as determined by the Board in its sole discretion, of the consolidated assets
of the Company and its Subsidiaries;


 


(ii)          a sale
or other disposition of at least ninety percent (90%) of the outstanding securities of the Company;


 


(iii)          the consummation
of a merger, consolidation or similar transaction following which the Company is not the surviving corporation; or


 


(iv)          the consummation
of a merger, consolidation or similar transaction following which the Company is the surviving corporation but the shares of Common
Stock outstanding immediately preceding the merger, consolidation or similar transaction are converted or exchanged by virtue of
the merger, consolidation or similar transaction into other property, whether in the form of securities, cash or otherwise.


 


(m)          “Covered
Employee” shall have the meaning provided in Section 162(m)(3) of the Code and the regulations promulgated thereunder.


 


(n)          “Director”
means a member of the Board.


 


(o)          “Disability”
means, with respect to a Participant, the inability of such Participant to engage in any substantial gainful activity by reason
of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last
for a continuous period of not less than twelve (12) months, as provided in Section 22(e)(3) and 409A(a)(2)(c)(i) of the Code.



 


(p)          “Effective
Date” means the effective date of this Plan document, which is the date of the annual meeting of stockholders of
the Company held in 2008 provided this Plan is approved by the Company’s stockholders at such meeting.


 




    	 



    	 



    

 


(q)          “Employee”
means any person employed by the Company or an Affiliate. However, service solely as a Director, or payment of a fee for such services,
shall not cause a Director to be considered an “Employee” for purposes of the Plan.


 


(r)          “Entity”
means a corporation, partnership, limited liability company or other entity.


 


(s)          “Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


(t)          “Exchange
Act Person” means any natural person, Entity or “group” (within the meaning of Section 13(d) or 14(d)
of the Exchange Act), except that “Exchange Act Person” shall not include (i) the Company or any Subsidiary of the
Company, (ii) any employee benefit plan of the Company or any Subsidiary of the Company or any trustee or other fiduciary holding
securities under an employee benefit plan of the Company or any Subsidiary of the Company, (iii) an underwriter temporarily holding
securities pursuant to an offering of such securities, (iv) an Entity Owned, directly or indirectly, by the stockholders of the
Company in substantially the same proportions as their Ownership of stock of the Company; or (v) any
natural person, Entity or “group” (within the meaning of Section 13(d) or 14(d) of the Exchange Act) that, as of the
Effective Date of the Plan as set forth in Section 11, is the Owner, directly or indirectly, of securities of the Company representing
more than fifty percent (50%) of the combined voting power of the Company’s then outstanding securities.


 


(u)           “Fair
Market Value” means, as of any date, the value of the Common Stock determined as follows:


 


(i)          If the
Common Stock is listed on any established stock exchange or traded on the Nasdaq National Market or the Nasdaq SmallCap Market,
the Fair Market Value of a share of Common Stock shall be the closing sales price for such stock (or the closing bid, if no sales
were reported) as quoted on such exchange or market (or the exchange or market with the greatest volume of trading in the Common
Stock) on the date in question, as reported in The Wall Street Journal or such other source as the Board deems reliable.
Unless otherwise provided by the Board, if there is no closing sales price (or closing bid if no sales were reported) for the Common
Stock on the date in question, then the Fair Market Value shall be the closing selling price (or closing bid if no sales were reported)
on the last preceding date for which such quotation exists.


 


(ii)          In the
absence of such markets for the Common Stock, the Fair Market Value shall be determined by the Board in good faith.


 




    	 



    	 



    

 


(v)          “Incentive
Stock Option” means an option granted pursuant to Section 5 of the Plan that is intended to be, and qualifies as,
an “incentive stock option” within the meaning of Section 422 of the Code and the regulations promulgated thereunder.


 


(w)          “Non-Employee
Director” means a Director who either (i) is not a current employee or officer of the Company or an Affiliate, does
not receive compensation, either directly or indirectly, from the Company or an Affiliate for services rendered as a consultant
or in any capacity other than as a Director (except for an amount as to which disclosure would not be required under Item 404(a)
of Regulation S-K promulgated pursuant to the Securities Act (“Regulation S-K”)), does not possess an
interest in any other transaction for which disclosure would be required under Item 404(a) of Regulation S-K, and is not engaged
in a business relationship for which disclosure would be required pursuant to Item 404(b) of Regulation S-K; or (ii) is otherwise
considered a “non-employee director” for purposes of Rule 16b-3.


 


(x)          “Nonstatutory
Stock Option” means any option granted pursuant to Section 5 of the Plan that does not qualify as an Incentive Stock
Option.


 


(y)          “Officer”
means a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act and the rules and regulations
promulgated thereunder.


 


(z)          “Option”
means an Incentive Stock Option or a Nonstatutory Stock Option to purchase shares of Common Stock granted pursuant to the Plan.


 


(aa)          “Option
Agreement” means a written agreement between the Company and an Optionholder evidencing the terms and conditions
of an Option grant. Each Option Agreement shall be subject to the terms and conditions of the Plan.


 


(bb)          “Optionholder”
means a person to whom an Option is granted pursuant to the Plan or, if permitted under the terms of this Plan, such other person
who holds an outstanding Option.


 


(cc)          “Other
Stock Award” means an award based in whole or in part by reference to the Common Stock which is granted pursuant
to the terms and conditions of Section 6(d).


 


(dd)          “Other
Stock Award Agreement” means a written agreement between the Company and a holder
of an Other Stock Award evidencing the terms and conditions of an Other Stock Award grant. Each Other Stock Award Agreement shall
be subject to the terms and conditions of the Plan. 


 


(ee)          “Outside
Director” means a Director who either (i) is not a current employee of the Company or an “affiliated corporation”
(within the meaning of Treasury Regulations promulgated under Section 162(m) of the Code), is not a former employee of the Company
or an “affiliated corporation” who receives compensation for prior services (other than benefits under a tax-qualified
retirement plan) during the taxable year, has not been an officer of the Company or an “affiliated corporation,” and
does not receive remuneration from the Company or an “affiliated corporation,” either directly or indirectly, in any
capacity other than as a Director, or (ii) is otherwise considered an “outside director” for purposes of Section 162(m)
of the Code.


 




    	 



    	 



    

 


 


(ff)          “Own,”
“Owned,” “Owner,” “Ownership” A person or Entity shall be deemed to “Own,”
to have “Owned,” to be the “Owner” of, or to have acquired “Ownership” of securities if such
person or Entity, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares
voting power, which includes the power to vote or to direct the voting, with respect to such securities.


 


 


(gg)          “Participant”
means a person to whom an Award is granted pursuant to the Plan or, if applicable, such other person who holds an outstanding Stock
Award.


 


(hh)          “Performance
Cash Award” means an award of cash granted pursuant to the terms and conditions of Section 6(d)(ii).


 


(ii)          “Performance
Criteria” means the one or more criteria that the Board shall select for purposes of establishing the Performance
Goals for a Performance Period. The Performance Criteria that shall be used to establish such Performance Goals may be based on
any one of, or combination of, the following: (i) earnings per share; (ii) earnings before interest, taxes and depreciation; (iii)
earnings before interest, taxes, depreciation and amortization; (iv) total stockholder return; (v) return on equity; (vi) return
on assets, investment, or capital employed; (vii) operating margin; (viii) gross margin; (ix) operating income; (x) net income
(before or after taxes); (xi) net operating income; (xii) net operating income after tax; (xiii) pre-tax profit; (xiv) operating
cash flow; (xv) sales or revenue targets; (xvi) increases in revenue or product revenue; (xvii) expenses and cost reduction goals;
(xviii) improvement in or attainment of working capital levels; (xix) economic value added (or an equivalent metric); (xx) market
share; (xxi) cash flow; (xxii) cash flow per share; (xxiii) share price performance; (xxiv) debt reduction; (xxv) implementation
or completion of projects or processes; (xxvi) customer satisfaction; (xxvii) stockholders’ equity; and (xxviii) to the extent
that an Award is not intended to comply with Section 162(m) of the Code, other measures of performance selected by the Board. Partial
achievement of the specified criteria may result in the payment or vesting corresponding to the degree of achievement as specified
in the Stock Award Agreement or the written terms of a Performance Cash Award. The Board shall, in its sole discretion, define
the manner of calculating the Performance Criteria it selects to use for such Performance Period.


 


(jj)          “Performance
Goals” means, for a Performance Period, the one or more goals established by the Board for the Performance Period
based upon the Performance Criteria. Performance Goals may be based on a Company-wide basis, with respect to one or more business
units, divisions, Affiliates, or business segments, and in either absolute terms or relative to the performance of one or more
comparable companies or the performance of one or more relevant indices. At the time of the grant of any Award, the Board is authorized
to determine whether, when calculating the attainment of Performance Goals for a Performance Period: (i) to exclude restructuring
and/or other nonrecurring charges; (ii) to exclude exchange rate effects, as applicable, for non-U.S. dollar denominated net sales
and operating earnings; (iii) to exclude the effects of changes to generally accepted accounting standards required by the Financial
Accounting Standards Board; (iv) to exclude the effects of any statutory adjustments to corporate tax rates; and (v) to exclude
the effects of any “extraordinary items” as determined under generally accepted accounting principles. In addition,
the Board retains the discretion to reduce or eliminate the compensation or economic benefit due upon attainment of Performance
Goals.


 




    	 



    	 



    

 


 


(kk)           “Performance
Period” means the period of time selected by the Board over which the attainment of one or more Performance Goals
will be measured for the purpose of determining a Participant’s right to and the payment of a Stock Award or a Performance
Cash Award. Performance Periods may be of varying and overlapping duration, at the sole discretion of the Board.


 


(ll)            “Performance
Stock Award” means a Stock Award granted under the terms and conditions of Section 6(d)(i).


 


(mm)        “Plan”
means this Website Pros, Inc. 2008 Equity Incentive Plan.


 


(nn)          “Restricted
Stock Award” means an award of shares of Common Stock which is granted pursuant
to the terms and conditions of Section 6(a).


 


(oo)          “Restricted
Stock Award Agreement” means a written agreement between the Company and a holder
of a Restricted Stock Award evidencing the terms and conditions of a Restricted Stock Award grant. Each Restricted Stock Award
Agreement shall be subject to the terms and conditions of the Plan.


 


(pp)          “Restricted
Stock Unit Award” means a right to receive shares of Common Stock which is granted
pursuant to the terms and conditions of Section 6(b).


 


(qq)          “Restricted
Stock Unit Award Agreement” means a written agreement between the Company and a holder of a Restricted Stock Unit
Award evidencing the terms and conditions of a Restricted Stock Unit Award grant. Each Restricted Stock Unit Award Agreement shall
be subject to the terms and conditions of the Plan.


 


(rr)           “Rule
16b-3” means Rule 16b-3 promulgated under the Exchange Act or any successor to Rule 16b-3, as in effect from time
to time.


 


(ss)           “Securities
Act” means the Securities Act of 1933, as amended.


 


(tt)           “Stock
Appreciation Right” means a right to receive the appreciation on Common Stock that is granted pursuant to the terms
and conditions of Section 6(c).


 


(uu)          “Stock
Appreciation Right Agreement” means a written agreement between the Company and a holder of a Stock Appreciation
Right evidencing the terms and conditions of a Stock Appreciation Right grant. Each Stock Appreciation Right Agreement shall be
subject to the terms and conditions of the Plan.


 


(vv)          “Stock
Award” means any right to receive Common Stock granted under the Plan, including
an Incentive Stock Option, a Nonstatutory Stock Option, a Restricted Stock Award, a Restricted Stock Unit Award, a Stock Appreciation
Right, a Performance Stock Award or any Other Stock Award.


 


(ww)          “Stock
Award Agreement” means a written agreement between the Company and a Participant
evidencing the terms and conditions of a Stock Award grant. Each Stock Award Agreement shall be subject to the terms and conditions
of the Plan.


 




    	 



    	 



    

 


(xx)           “Subsidiary”
means, with respect to the Company, (i) any corporation of which more than fifty percent (50%) of the outstanding capital stock
having ordinary voting power to elect a majority of the board of directors of such corporation (irrespective of whether, at the
time, stock of any other class or classes of such corporation shall have or might have voting power by reason of the happening
of any contingency) is at the time, directly or indirectly, Owned by the Company, and (ii) any partnership, limited liability company
or other entity in which the Company has a direct or indirect interest (whether in the form of voting or participation in profits
or capital) of more than fifty percent (50%).


 


(yy)           “Ten
Percent Stockholder” means a person who Owns (or is deemed to Own pursuant to Section 424(d) of the Code) stock possessing
more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or any Affiliate.


 




    	 



    	 



    

 


Attachment
III


 


Notice
of Exercise


 


Website Pros, Inc.

12735 Gran Bay Parkway West

Building 200

Jacksonville, FL 32258


 





	 	Date of Exercise: _______________







 


Ladies and Gentlemen:


 


This constitutes notice
under my stock option that I elect to purchase the number of shares for the price set forth below.


 


	Type
    of option (check one):	 ̈
     Incentive	 ̈
     Nonstatutory
	 	 	 
	Stock option dated:	_______________	 
	 	 	 
	Number of shares as to which option is exercised:	_______________	 
	 	 	 
	Shares to be issued in name of:	_______________	 
	 	 	 
	Total exercise price:	$______________	 
	 	 	 
	Cash payment delivered herewith:	$______________	 
	 	 	 
	Value of ________ shares of Website Pros, Inc. Common Stock delivered
    herewith2:	$______________	 


 








By this exercise, I
agree (i) to provide such additional documents as you may require pursuant to the terms of the Website Pros, Inc. 2008 Equity
Incentive Plan, (ii) to provide for the payment by me to you (in the manner designated by you) of your withholding obligation,
if any, relating to the exercise of this option, and (iii) if this exercise relates to an incentive stock option, to notify you
in writing within fifteen (15) days after the date of any disposition of any of the shares of Common Stock issued upon exercise
of this option that occurs within two (2) years after the date of grant of this option or within one (1) year after such shares
of Common Stock are issued upon exercise of this option.


 


	 	Very truly yours,
	 	 
	 	 
	 	Name


 








 



 


2
           Shares must meet the public trading requirements set forth in the option. Shares must be valued on the date of exercise
in accordance with the terms of the Plan and the option being exercised, and must be owned free and clear of any liens, claims,
encumbrances or security interests. Certificates must be endorsed or accompanied by an executed assignment separate from certificate.


 




    	 



    	 



    






 


Web.com
Group, Inc.


 


Restricted
Stock Unit Grant Notice 


 


Web.com Group, Inc. (the “Company”),
pursuant to its 2008 Equity Incentive Plan (the “Plan”), hereby awards to Participant a Restricted Stock
Unit Award for the number of shares of the Company’s Common Stock set forth below (the “Award”).
The Award is subject to all of the terms and conditions as set forth herein, in the Plan and in the Restricted Stock Unit Agreement,
both of which are attached hereto and incorporated herein in their entirety. Capitalized terms not otherwise defined herein shall
have the meanings set forth in the Plan or the Restricted Stock Unit Agreement. In the event of any conflict between the terms
set forth herein and the Plan, the terms of the Plan shall control.


 


	Participant:	 	 
	Date of Grant:	 	 
	Vesting Commencement Date:	 	 
	Number of Shares Subject to Award:	 	 
	Consideration:	Participant’s past services	 


 


	Vesting Schedule:	1/3rd of the shares vest on each of the first three anniversaries of the Vesting Commencement Date, subject to Participant’s Continuous Service on each such date.
	 	 
	Issuance Schedule:	The shares will be issued following vesting in accordance with the delivery schedule set forth in Section 3 of the Restricted Stock Unit Agreement.


 


Additional Terms/Acknowledgements:
The undersigned Participant acknowledges receipt of, and understands and agrees to, this Restricted Stock Unit Grant Notice, the
Restricted Stock Unit Agreement, the Plan and the Plan prospectus. Participant further acknowledges that as of the Date of Grant,
this Restricted Stock Unit Grant Notice, the Restricted Stock Unit Agreement and the Plan set forth the entire understanding between
Participant and the Company regarding the acquisition of stock in the Company pursuant to the Award and supersede all prior oral
and written agreements on that subject with the exception of (i) Awards previously granted and delivered to Participant under the
Plan, and (ii) the following agreements only:


 


	Other Agreements:	 


 


	Web.com Group, Inc.	 	Participant:
	 	 	 	 	 
	By:	 	 	 
	 	Signature	 	Signature
	 	 	 	 	 
	Title:	 	 	Date:	 
	 	 	 	 	 
	Date:	 	 	 	 


 


	Attachments:	Restricted Stock Unit Agreement, 2008 Equity Incentive Plan


  




    	 



    	 



    

 


Attachment
I


 


Web.com
Group, Inc.


 


Restricted
Stock Unit Agreement


 


Pursuant to the Restricted
Stock Unit Grant Notice (the “Grant Notice”) and this Restricted Stock Unit Agreement (the “Agreement”),
Web.com Group, Inc. (the “Company”) has awarded you a Restricted Stock Unit Award (the “Award”)
under its 2008 Equity Incentive Plan (the “Plan”). Your Award is granted to you effective as of the Date
of Grant set forth in the Grant Notice for this Award. This Agreement shall be deemed to be agreed to by the Company and you upon
the signing by you of the Grant Notice to which it is attached. Defined terms not explicitly defined in this Agreement shall have
the same meanings given to them in the Plan. In the event of any conflict between the terms in this Agreement and the Plan, the
terms of the Plan shall control. The details of your Award, in addition to those set forth in the Grant Notice and the Plan, are
as follows.


 


1.          Grant
of the Award. This Award represents the right to be issued on a future date the number of shares of the Company’s
Common Stock as indicated in the Grant Notice. As of the Date of Grant, the Company will credit to a bookkeeping account maintained
by the Company for your benefit (the “Account”) the number of shares of Common Stock subject to the Award.
This Award was granted in consideration of your services to the Company. Except as otherwise provided herein, you will not be required
to make any payment to the Company (other than past and future services to the Company) with respect to your receipt of the Award,
the vesting of the shares or the delivery of the underlying Common Stock.


 


2.          Vesting.
Subject to the limitations contained herein, your Award will vest, if at all, in accordance with the vesting schedule provided
in the Grant Notice, provided that vesting will cease upon the termination of your Continuous Service. Upon such termination of
your Continuous Service, the shares credited to the Account that were not vested on the date of such termination will be forfeited
at no cost to the Company and you will have no further right, title or interest in or to such underlying shares of Common Stock.


 


3.          Date
of Issuance. 


 


(a)          No
vested shares will be issued to you prior to the earliest of (i) the date of your “Separation from Service” (as defined
below), (ii) immediately prior to a “Section 409A Change of Control” (as defined below) or (iii) the date of your death
(such earliest date, the “Delivery Date”). Except as otherwise provided in Sections 9 and 20 below, on
the Delivery Date, the Company will issue and deliver to you that number of shares of the Company’s Common Stock equal to
the number of vested shares then-subject to your Award, including any additional shares received pursuant to Section 4 below. However,
if the Delivery Date falls on a date that is not a business day, the Delivery Date shall be the next following business day.


 


(b)          “Separation
from Service” has the meaning set forth in Treasury Regulation Section 1.409A-3(a)(1).


 




    	1.



    	 



    

 


(c)          “Section
409A Change of Control” means a “change in ownership or effective control” of the Company or “in
the ownership of a substantial portion of the assets” of the Company, as set forth in Treasury Regulation Section 1.409A-3(a)(5).


 


4.          Number
of Shares.


 


(a)          The
number of shares subject to your Award may be adjusted from time to time for changes in capitalization pursuant to Section 9(a)
of the Plan.


 


(b)          Any
shares, cash or other property that becomes subject to the Award pursuant to this Section 4, if any, shall be subject, in a manner
determined by the Board, to the same forfeiture restrictions, restrictions on transferability, and time and manner of delivery
as applicable to the other shares covered by your Award.


 


(c)          Notwithstanding
the provisions of this Section 4, no fractional shares or rights for fractional shares of Common Stock shall be created pursuant
to this Section 4. The Board shall, in its discretion, determine an equivalent benefit for any fractional shares or fractional
shares that might be created by the adjustments referred to in this Section 4.


 


5.          Securities
Law Compliance. You may not be issued any shares under your Award unless either (a) the shares are registered under
the Securities Act; or (b) the Company has determined that such issuance would be exempt from the registration requirements of
the Securities Act. Your Award also must comply with other applicable laws and regulations governing the Award, and you will not
receive such shares if the Company determines that such receipt would not be in material compliance with such laws and regulations.


 


6.          Limitations
on Transfer. Your Award and any shares of Common Stock issued under your Award are not transferable until (a) the shares
are vested in accordance with Section 2 of this Agreement and (b) the shares have been delivered to you pursuant to Section 3 above.
After such time, you are free to assign, hypothecate, donate, encumber or otherwise dispose of any interest in such shares provided
that any such actions are in compliance with the provisions herein and applicable securities laws. Notwithstanding the foregoing,
by delivering written notice to the Company, in a form satisfactory to the Company, you may (i) designate a third party who, in
the event of your death, shall thereafter be entitled to receive any distribution of Common Stock to which you were entitled at
the time of your death pursuant to this Agreement and/or (ii) instruct the Company to distribute shares of Common Stock on the
Delivery Date to a spouse or former spouse pursuant to a domestic relations order.


 


7.          Dividends.
 You shall receive no benefit or adjustment to your Award with respect to any cash dividend, stock dividend or other distribution
that does not result from a change in capitalization pursuant to Section 9(a) of the Plan; provided, however, that this
sentence shall not apply after the Delivery Date with respect to any shares of Common Stock that have been delivered to you in
connection with your Award.


 


8.          Award
not a Service Contract. Your Award is not an employment or service contract, and nothing in your Award shall be deemed
to create in any way whatsoever any obligation on your part to continue in the service of the Company or an Affiliate, or on the
part of the Company or an Affiliate to continue such service. In addition, nothing in your Award shall obligate the Company or
an Affiliate, their respective stockholders, Boards of Directors or Officers to continue any relationship that you might have as
a Director, Employee or Consultant of the Company or an Affiliate.


 




    	2.



    	 



    

 


9.          Withholding
Obligations. On or before the Delivery Date, or at any time thereafter as requested by the Company, you hereby agree
to make adequate provision in cash for any sums required to satisfy the federal, state, local and foreign tax withholding obligations
of the Company or any Affiliate which arise in connection with your Award (the “Withholding Taxes”).
Additionally, the Company may, in its sole discretion, satisfy all or any portion of the Withholding Taxes by permitting you to
tender shares issued or otherwise issuable to you under the Award with a Fair Market Value (measured as of the date shares of Common
Stock are tendered) equal to the amount of such Withholding Taxes. Unless the Withholding Taxes are satisfied, the Company shall
have no obligation to issue a certificate for the shares subject to this Award.


 


10.         Unsecured
Obligation. Your Award is unfunded, and as a holder of a vested Award, you shall be considered an unsecured creditor
of the Company with respect to the Company’s obligation, if any, to issue shares pursuant to this Agreement. You shall not
have voting or any other rights as a stockholder of the Company with respect to the shares to be issued pursuant to this Agreement
until such shares are issued pursuant to Section 3 of this Agreement. Nothing contained in this Agreement, and no action taken
pursuant to its provisions, shall create or be construed to create a trust of any kind or a fiduciary relationship between you
and the Company or any other person.


 


11.         Other
Documents. You hereby acknowledge receipt or the right to receive a document
providing the information required by Rule 428(b)(1) promulgated under the Securities Act, which includes the Plan prospectus.
In addition, you acknowledge receipt of the Company’s Insider Trading Policy.


 


12.         Notices.
Any notice or request required or permitted hereunder shall be given in writing to the other party hereto and shall be deemed effectively
given on the earlier of (a) the date of personal delivery, including delivery by express courier, or (b) the date that is five
days after deposit in the United States mail (whether or not actually received by the addressee), by registered or certified mail
with postage and fees prepaid, addressed at the following addresses, or at such other address(es) as a party may designate by ten
days’ advance written notice to the other party hereto:


 


	Company:	Web.com Group, Inc.
	 	Attn: General Counsel
	 	12735 Gran Bay Parkway West
	 	Building 200
	 	Jacksonville, FL 32258
	 	 
	You:	Your address as on file with the Company at the time notice is given


 




    	3.



    	 



    

 


13.         Headings.
The headings of the Sections in this Agreement are inserted for convenience only and shall not be deemed to constitute a part of
this Agreement or to affect the meaning of this Agreement.


 


14.         Miscellaneous.


 


(a)          The
rights and obligations of the Company under your Award shall be transferable to any one or more persons or entities, and all covenants
and agreements hereunder shall inure to the benefit of, and be enforceable by the Company’s successors and assigns. Your
rights and obligations under your Award may only be assigned with the prior written consent of the Company.


 


(b)          You
agree upon request to execute any further documents or instruments necessary or desirable in the sole determination of the Company
to carry out the purposes or intent of your Award.


 


(c)          You
acknowledge and agree that you have reviewed your Award in its entirety, have had an opportunity to obtain the advice of counsel
prior to executing and accepting your Award, and fully understand all provisions of your Award.


 


(d)          This
Agreement shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or
national securities exchanges as may be required.


 


(e)          All
obligations of the Company under the Plan and this Agreement shall be binding on any successor to the Company, whether the existence
of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially
all of the business and/or assets of the Company.


 


15.         Governing
Plan Document. Your Award is subject to all the provisions of the Plan, the provisions of which are hereby made a part
of your Award, and is further subject to all interpretations, amendments, rules and regulations which may from time to time be
promulgated and adopted pursuant to the Plan. Except as expressly provided herein, in the event of any conflict between the provisions
of your Award and those of the Plan, the provisions of the Plan shall control.


 


16.         Severability.
If all or any part of this Agreement or the Plan is declared by any court or governmental authority to be unlawful or invalid,
such unlawfulness or invalidity shall not invalidate any portion of this Agreement or the Plan not declared to be unlawful or invalid.
Any Section of this Agreement (or part of such a Section) so declared to be unlawful or invalid shall, if possible, be construed
in a manner which will give effect to the terms of such Section or part of a Section to the fullest extent possible while remaining
lawful and valid.


 


17.         Effect
on Other Employee Benefit Plans. The value of the Award subject to this Agreement shall not be included as compensation,
earnings, salaries, or other similar terms used when calculating your benefits under any employee benefit plan sponsored by the
Company or any Affiliate, except as such plan otherwise expressly provides. The Company expressly reserves its rights to amend,
modify, or terminate any of the Company’s or any Affiliate’s employee benefit plans.


 




    	4.



    	 



    

 


18.         Choice
of Law. The interpretation, performance and enforcement of this Agreement will be governed by the law of the state of
Delaware without regard to such state’s conflicts of laws rules.


 


19.         Amendment.
This Agreement may not be modified, amended or terminated except by an instrument in writing, signed by you and by a duly authorized
representative of the Company. Notwithstanding the foregoing, this Agreement may be amended solely by the Board by a writing which
specifically states that it is amending this Agreement, so long as a copy of such amendment is delivered to you, and provided that
no such amendment adversely affecting your rights hereunder may be made without your written consent. Without limiting the foregoing,
the Board reserves the right to change, by written notice to you, the provisions of this Agreement in any way it may deem necessary
or advisable to carry out the purpose of the grant as a result of any change in applicable laws or regulations or any future law,
regulation, ruling, or judicial decision, provided that any such change shall be applicable only to rights relating to that portion
of the Award which is then subject to restrictions as provided herein.


 


20.         Compliance
with Section 409A of the Code. This Award is intended to comply with Section 409A of the Code pursuant to Treasury
Regulation Section 1.409A-3(a)(1) and (5) and shall be construed as so complying to the greatest extent permitted by applicable
law. Notwithstanding the foregoing, if you are a “specified employee” (within the meaning set forth Section 409A(a)(2)(B)(i)
of the Code) of the Company as of the date of your Separation from Service, then, solely to the extent necessary to avoid adverse
tax consequences to you under Section 409A of the Code, any shares that would otherwise be issued to you under this Award on or
within six (6) months following your Separation from Service will not be issued on the originally scheduled Delivery Date and will
instead be issued in a lump sum on (a) the date that is six (6) months and one day after the date of your Separation from Service
or (b) the date of your death, if earlier. Each installment of shares that vests is intended to constitute a “separate payment”
for purposes of Treasury Regulation Section 1.409A-2(b)(2).


 




    	5.



    	 



    

 


Attachment
II


 


Website
Pros, Inc.


 


2008
Equity Incentive Plan


 


Approved
By Board on: March 31, 2008


Approved
By Stockholders: May 13, 2008





Termination
Date: March 31, 2018


 


1.          General.


 


(a)          Eligible
Award Recipients. The persons eligible to receive Awards are Employees, Directors and Consultants.


 


(b)          Available
Awards. The Plan provides for the grant of the following Awards: (i) Incentive Stock Options,
(ii) Nonstatutory Stock Options, (iii) Restricted Stock Awards, (iv) Restricted Stock Unit Awards, (v) Stock Appreciation Rights,
(vi) Performance Stock Awards, (vii) Performance Cash Awards, and (viii) Other Stock Awards.


 


(c)          General
Purpose. The Company, by means of the Plan, seeks to secure and retain the services of the group of persons eligible to receive
Awards as set forth in Section 1(a), to provide incentives for such persons to exert maximum efforts for the success of the Company
and any Affiliate and to provide a means by which such eligible recipients may be given an opportunity to benefit from increases
in value of the Common Stock through the granting of Stock Awards.


 


2.          Administration.


 


(a)          Administration
by Board. The Board shall administer the Plan unless and until the Board delegates administration of the Plan to a Committee
or Committees, as provided in Section 2(c)


.


 


(b)          Powers
of Board. The Board shall have the power, subject to, and within the limitations of, the express provisions of the Plan:


 


(i)          To
determine from time to time (A) which of the persons eligible under the Plan shall be granted Awards; (B) when and how each Award
shall be granted; (C) what type or combination of types of Award shall be granted; (D) the provisions of each Award granted (which
need not be identical), including the time or times when a person shall be permitted to receive cash or Common Stock pursuant to
a Stock Award; and (E) the number of shares of Common Stock with respect to which a Stock Award shall be granted to each such person.


 


(ii)         To
construe and interpret the Plan and Awards, and to establish, amend and revoke rules and regulations for the Plan’s administration.
The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan or in any Stock Award Agreement
or in the written terms of a Performance Cash Award, in a manner and to the extent it shall deem necessary or expedient to make
the Plan or Award fully effective.


 




    	6.



    	 



    

 


(iii)        To
settle all controversies regarding the Plan and Awards.


 


(iv)        To
accelerate the time at which a Stock Award may first be exercised or the time during which an Award or any part thereof will vest
in accordance with the Plan, notwithstanding the provisions in the Award stating the time at which it may first be exercised or
the time during which it will vest.


 


(v)         To
suspend or terminate the Plan at any time. Suspension or termination of the Plan shall not impair rights and obligations under
any Stock Award granted while the Plan is in effect except with the written consent of the affected Participant.


 


(vi)        To
amend the Plan in any respect the Board deems necessary or advisable, including, without limitation, relating to Incentive Stock
Options and certain nonqualified deferred compensation under Section 409A of the Code and to bring the Plan and/or Stock Awards
into compliance therewith, subject to the limitations, if any, of applicable law. However, except as provided in Section 9(a)
relating to Capitalization Adjustments, stockholder approval shall be required for any amendment of the Plan that either (A) materially
increases the number of shares of Common Stock available for issuance under the Plan, (B) materially expands the class of individuals
eligible to receive Awards under the Plan, (C) materially increases the benefits accruing to Participants under the Plan or materially
reduces the price at which shares of Common Stock may be issued or purchased under the Plan, (D) materially extends the term of
the Plan, or (E) expands the types of Awards available for issuance under the Plan, but only to the extent required by applicable
law or listing requirements. Except as provided above, rights under any Award granted before amendment of the Plan shall not be
impaired by any amendment of the Plan unless (1) the Company requests the consent of the affected Participant, and (2) such Participant
consents in writing. 


 


(vii)       To
submit any amendment to the Plan for stockholder approval, including, but not limited to, amendments to the Plan intended to satisfy
the requirements of (A) Section 162(m) of the Code and the regulations thereunder regarding the exclusion of performance-based
compensation from the limit on corporate deductibility of compensation paid to Covered Employees, (B) Section 422 of the Code regarding
“incentive stock options” or (C) Rule 16b-3.


 


(viii)      To
approve forms of Award Agreements for use under the Plan and to amend the terms of any one or more Awards, including, but not limited
to, amendments to provide terms more favorable to the Participant than previously provided in the Award Agreement, subject to any
specified limits in the Plan that are not subject to Board discretion; provided however, that the Participant’s rights
under any Award shall not be impaired by any such amendment unless (A) the Company requests the consent of the affected Participant,
and (B) such Participant consents in writing. Notwithstanding the foregoing, subject to the limitations of applicable law, if any,
and without the affected Participant’s consent, the Board may amend the terms of any one or more Awards if necessary to maintain
the qualified status of the Award as an Incentive Stock Option or to bring the Award into compliance with Section 409A of the Code
and Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such
regulations or other guidance that may be issued or amended after the Effective Date.


 




    	7.



    	 



    

 


(ix)         Generally,
to exercise such powers and to perform such acts as the Board deems necessary or expedient to promote the best interests of the
Company and that are not in conflict with the provisions of the Plan or Awards.


 


(x)          To
adopt such procedures and sub-plans as are necessary or appropriate to permit participation in the Plan by Employees, Directors
or Consultants who are foreign nationals or employed outside the United States. 


 


(c)          Delegation
to Committee.


 


(i)          General.
The Board may delegate some or all of the administration of the Plan to a Committee or Committees. If administration of the Plan
is delegated to a Committee, the Committee shall have, in connection with the administration of the Plan, the powers theretofore
possessed by the Board that have been delegated to the Committee, including the power to delegate to a subcommittee of the Committee
any of the administrative powers the Committee is authorized to exercise (and references in this Plan to the Board shall thereafter
be to the Committee or subcommittee), subject, however, to such resolutions, not inconsistent with the provisions of the Plan,
as may be adopted from time to time by the Board. The Board may retain the authority to concurrently administer the Plan with the
Committee and may, at any time, revest in the Board some or all of the powers previously delegated to the Committee, Committees,
subcommittee or subcommittees.


 


(ii)         Section
162(m) and Rule 16b-3 Compliance. In the sole discretion of the Board, the Committee may
consist solely of two (2) or more Outside Directors, in accordance with Section 162(m) of the Code, or solely of two (2) or more
Non-Employee Directors, in accordance with Rule 16b-3. In addition, the Board or the Committee, in its sole discretion, may (A)
delegate to a Committee which need not consist of Outside Directors the authority to grant Awards to eligible persons who are either
(1) not then Covered Employees and are not expected to be Covered Employees at the time of recognition of income resulting from
such Stock Award, or (2) not persons with respect to whom the Company wishes to comply with Section 162(m) of the Code, or (B)
delegate to a Committee which need not consist of Non-Employee Directors the authority to grant Stock Awards to eligible persons
who are not then subject to Section 16 of the Exchange Act.


 


(d)          Delegation
to an Officer. The Board may delegate to one (1) or more Officers the authority to do one or both of the following (i) designate
Employees who are not Officers to be recipients of Options (and, to the extent permitted by applicable law, other Stock Awards)
and the terms thereof, and (ii) determine the number of shares of Common Stock to be subject to such Stock Awards granted to such
Employees; provided, however, that the Board resolutions regarding such delegation shall specify the total number
of shares of Common Stock that may be subject to the Stock Awards granted by such Officer and that such Officer may not grant
a Stock Award to himself or herself. Notwithstanding anything to the contrary in this Section 2(d), the Board may not delegate
to an Officer authority to determine the Fair Market Value pursuant to Section 13(u)(ii) below.


 




    	8.



    	 



    

 


(e)          Effect
of Board’s Decision. All determinations, interpretations and constructions made by the Board in good faith shall not
be subject to review by any person and shall be final, binding and conclusive on all persons.


 


(f)          
Cancellation and Re-Grant of Stock Awards. Neither the Board nor any Committee shall have the authority to: (i) reprice any
outstanding Stock Awards under the Plan, or (ii) cancel and re-grant any outstanding Stock Awards under the Plan, unless the stockholders
of the Company have approved such an action within twelve (12) months prior to such an event. 


 


3.          Shares
Subject to the Plan.


 


(a)          Share
Reserve. Subject to the provisions of Section 9 relating to adjustments upon changes in stock, the aggregate number of shares
of Common Stock that may be issued pursuant to Stock Awards after the Effective Date shall not exceed three million (3,000,000)
shares (the “Share Reserve”). For clarity, the foregoing is a limitation on the number of shares of the
Common Stock that may be issued pursuant to the Plan and does not limit the granting of Stock Awards except as provided in Section
7(a). Shares may be issued in connection with a merger or acquisition as permitted by NASD Rule 4350(i)(1)(A)(iii) or, if applicable,
NYSE Listed Company Manual Section 303A.08, or AMEX Company Guide Section 711, and such issuance shall not reduce the number of
shares available for issuance under the Plan. Furthermore, if a Stock Award (i) expires or otherwise terminates without having
been exercised in full or (ii) is settled in cash (i.e., the holder of the Stock Award receives cash rather than stock),
such expiration, termination or settlement shall not reduce (or otherwise offset) the number of shares of the Common Stock that
may be issued pursuant to the Plan.


 


(b)          Reversion
of Shares to the Share Reserve. If any shares of common stock issued pursuant to a Stock Award are forfeited back to the Company
because of the failure to meet a contingency or condition required to vest such shares in the Participant, then the shares which
are forfeited shall revert to and again become available for issuance under the Plan. Also, any shares reacquired by the Company
pursuant to Section 8(g) or as consideration for the exercise of an Option shall again become available for issuance under the
Plan. Notwithstanding the provisions of this Section 3(b), any such shares shall not be subsequently issued pursuant to the exercise
of Incentive Stock Options.


 


(c)          Incentive
Stock Option Limit. Notwithstanding anything to the contrary in this Section 3(d), subject to the provisions of Section 9(a)
relating to Capitalization Adjustments the aggregate maximum number of shares of Common Stock that may be issued pursuant to the
exercise of Incentive Stock Options shall be the number of shares of Common Stock in the Share Reserve.


 


(d)          Section
162(m) Limitation on Annual Grants. Subject to the provisions of Section 9(a) relating to Capitalization Adjustments, at such
time as the Company may be subject to the applicable provisions of Section 162(m) of the Code, no Employee shall be eligible to
be granted during any calendar year Stock Awards whose value is determined by reference to an increase over an exercise or strike
price of at least one hundred percent (100%) of the Fair Market Value on the date the Stock Award is granted covering more than
one million (1,000,000) shares of Common Stock.


 




    	9.



    	 



    

 


(e)          Source
of Shares. The stock issuable under the Plan shall be shares of authorized but unissued or reacquired Common Stock, including
shares repurchased by the Company on the market or otherwise.


 


4.          Eligibility.


 


(a)          Eligibility
for Specific Stock Awards. Incentive Stock Options may be granted only to employees of the Company or a parent corporation
or subsidiary corporation (as such terms are defined in Sections 424(e) and (f) of the Code). Stock Awards other than Incentive
Stock Options may be granted to Employees, Directors and Consultants.


 


(b)          Ten
Percent Stockholders. A Ten Percent Stockholder shall not be granted an Incentive Stock Option unless the exercise price of
such Option is at least one hundred ten percent (110%) of the Fair Market Value on the date of grant and the Option is not exercisable
after the expiration of five (5) years from the date of grant.


 


(c)          Consultants.
A Consultant shall be eligible for the grant of a Stock Award only if, at the time of grant,
a Form S-8 Registration Statement under the Securities Act (“Form S-8”) is available to register either
the offer or the sale of the Company’s securities to such Consultant because of the nature of the services that the Consultant
is providing to the Company, because the Consultant is a natural person, or because of any other rule governing the use of Form
S-8. 


 


5.          Option
Provisions.


 


Each Option shall be
in such form and shall contain such terms and conditions as the Board shall deem appropriate. All Options shall be separately designated
Incentive Stock Options or Nonstatutory Stock Options at the time of grant, and, if certificates are issued, a separate certificate
or certificates shall be issued for shares of Common Stock purchased on exercise of each type of Option. If an Option is not specifically
designated as an Incentive Stock Option, then the Option shall be a Nonstatutory Stock Option. The provisions of separate Options
need not be identical; provided, however, that each Option Agreement shall include (through incorporation of provisions
hereof by reference in the Option Agreement or otherwise) the substance of each of the following provisions:


 


(a)          Term.
Subject to the provisions of Section 4(b) regarding Ten Percent Stockholders, no Option shall be exercisable after the expiration
of ten (10) years from the date of its grant or such shorter period specified in the Option Agreement.


 


(b)          Exercise
Price. Subject to the provisions of Section 4(b) regarding Ten Percent Stockholders, the exercise price of each Option shall
be not less than one hundred percent (100%) of the Fair Market Value of the Common Stock subject to the Option on the date the
Option is granted. Notwithstanding the foregoing, an Option may be granted with an exercise price lower than one hundred percent
(100%) of the Fair Market Value of the Common Stock subject to the Option if such Option is granted pursuant to an assumption
of or substitution for another option in a manner consistent with the provisions of Section 424(a) of the Code (whether or not
such options are Incentive Stock Options).


 




    	10.



    	 



    

 


(c)          Consideration.
The purchase price of Common Stock acquired pursuant to the exercise of an Option shall be paid, to the extent permitted by applicable
law and as determined by the Board in its sole discretion, by any combination of the methods of payment set forth below. The Board
shall have the authority to grant Options that do not permit all of the following methods of payment (or otherwise restrict the
ability to use certain methods) and to grant Options that require the consent of the Company to utilize a particular method of
payment. The methods of payment permitted by this Section 6(c) are:


 


(i)          by
cash, check, bank draft or money order payable to the Company;


 


(ii)         pursuant
to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance of the stock
subject to the Option, results in either the receipt of cash (or check) by the Company or the receipt of irrevocable instructions
to pay the aggregate exercise price to the Company from the sales proceeds;


 


(iii)        by
delivery to the Company (either by actual delivery or attestation) of shares of Common Stock;


 


(iv)        by
a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Common Stock issued
upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price;
provided, however, that the Company shall accept a cash or other payment from the Participant to the extent of any remaining
balance of the aggregate exercise price not satisfied by such reduction in the number of whole shares to be issued; provided,
further, that shares of Common Stock will no longer be outstanding under an Option and will not be exercisable thereafter to
the extent that (A) shares are used to pay the exercise price pursuant to the “net exercise,” (B) shares are delivered
to the Participant as a result of such exercise, and (C) shares are withheld to satisfy tax withholding obligations; or


 


(v)         in
any other form of legal consideration that may be acceptable to the Board.


 


(d)          Transferability
of Options. The Board may, in its sole discretion, impose such limitations on the transferability of Options as the Board shall
determine. In the absence of such a determination by the Board to the contrary, the following restrictions on the transferability
of Options shall apply:


 


(i)          Restrictions
on Transfer. An Option shall not be transferable except by will or by the laws of descent and distribution and shall be exercisable
during the lifetime of the Optionholder only by the Optionholder; provided, however, that the Board may, in its sole discretion,
permit transfer of the Option in a manner consistent with applicable tax and securities laws upon the Optionholder’s request.


 


(ii)         Domestic
Relations Orders. Notwithstanding the foregoing, an Option may be transferred pursuant to a domestic relations order, provided,
however, that an Incentive Stock Option may be deemed to be a Nonqualified Stock Option as a result of such transfer.


 




    	11.



    	 



    

 


(iii)        Beneficiary
Designation. Notwithstanding the foregoing, the Optionholder may, by delivering written notice to the Company, in a form provided
by or otherwise satisfactory to the Company, designate a third party who, in the event of the death of the Optionholder, shall
thereafter be the beneficiary of an Option with the right to exercise the Option and receive the Common Stock or other consideration
resulting from an Option exercise.


 


(e)          Vesting
Generally. The total number of shares of Common Stock subject to an Option may vest and therefore become exercisable in periodic
installments that may or may not be equal. The Option may be subject to such other terms and conditions on the time or times when
it may or may not be exercised (which may be based on the satisfaction of Performance Goals or other criteria) as the Board may
deem appropriate. The vesting provisions of individual Options may vary. The provisions of this Section 5(e) are subject to any
Option provisions governing the minimum number of shares of Common Stock as to which an Option may be exercised.


 


(f)          Termination
of Continuous Service. Except as otherwise provided in the applicable Option Agreement or
other agreement between the Optionholder and the Company, in the event that an Optionholder’s Continuous Service terminates
(other than upon the Optionholder’s death or Disability), the Optionholder may exercise his or her Option (to the extent
that the Optionholder was entitled to exercise such Option as of the date of termination of Continuous Service) but only within
such period of time ending on the earlier of (i) the date three (3) months following the termination of the Optionholder’s
Continuous Service (or such longer or shorter period specified in the Option Agreement), or (ii) the expiration of the term of
the Option as set forth in the Option Agreement. If, after termination of Continuous Service, the Optionholder does not exercise
his or her Option within the time specified herein or in the Option Agreement (as applicable), the Option shall terminate.


 


(g)          Extension
of Termination Date. Unless otherwise provided in an Optionholder’s Option Agreement,
if the exercise of the Option following the termination of the Optionholder’s Continuous Service (other than upon a Change
in Control or the Optionholder’s death or Disability) would be prohibited at any time solely because the issuance of shares
of Common Stock would violate the registration requirements under the Securities Act, then the Option shall terminate on the earlier
of (i) the expiration of a period equal to the post-termination exercise period described in Section 5(f), 5(h) or 5(i) after the
termination of the Optionholder’s Continuous Service during which the exercise of the Option would not be in violation of
such registration requirements, or (ii) the expiration of the term of the Option as set forth in the Option Agreement. In addition,
unless otherwise provided in an Optionholder’s Option Agreement, if the sale of the Common Stock received upon exercise of
an Option following the termination of the Optionholder’s Continuous Service (other than upon a Change in Control or the
Optionholder’s death or Disability) would violate the Company’s insider trading policy, then the Option shall terminate
on the earlier of (i) the expiration of a period equal to the post-termination exercise period described in Section 5(f), 5(h)
or 5(i) above after the termination of the Optionholder’s Continuous Service during which the exercise of the Option would
not be in violation of the Company’s insider trading policy, (ii) the 15th day of the third month after
the date on which the Option would cease to be exercisable but for this Section 5(g), or such longer period as would not cause
the Option to become subject to Section 409A(a)(1) of the Code; or (iii) the expiration of the
term of the Option as set forth in the Option Agreement.


 




    	12.



    	 



    

 


(h)          Disability
of Optionholder. In the event that an Optionholder’s Continuous Service terminates
as a result of the Optionholder’s Disability, the Optionholder may exercise his or her Option (to the extent that the Optionholder
was entitled to exercise such Option as of the date of termination of Continuous Service), but only within such period of time
ending on the earlier of (i) the date twelve (12) months following such termination of Continuous Service (or such longer or shorter
period specified in the Option Agreement), or (ii) the expiration of the term of the Option as set forth in the Option Agreement.
If, after termination of Continuous Service, the Optionholder does not exercise his or her Option within the time specified herein
or in the Option Agreement (as applicable), the Option shall terminate.


 


(i)          Death
of Optionholder. In the event that (i) an Optionholder’s Continuous Service terminates
as a result of the Optionholder’s death, or (ii) the Optionholder dies within the period (if any) specified in the Option
Agreement after the termination of the Optionholder’s Continuous Service for a reason other than death, then the Option may
be exercised (to the extent the Optionholder was entitled to exercise such Option as of the date of death) by the Optionholder’s
estate, by a person who acquired the right to exercise the Option by bequest or inheritance or by a person designated as the beneficiary
of the Option upon the Optionholder’s death, but only within the period ending on the earlier of (A) the date eighteen (18)
months following the date of death (or such longer or shorter period specified in the Option Agreement), or (B) the expiration
of the term of such Option as set forth in the Option Agreement. If, after the Optionholder’s death, the Option is not exercised
within the time specified herein or in the Option Agreement (as applicable), the Option shall terminate. If the Optionholder designates
a third party beneficiary of the Option in accordance with Section 5(d)(iii), then upon the death of the Optionholder such designated
beneficiary shall have the sole right to exercise the Option and receive the Common Stock or other consideration resulting
from an Option exercise.


 


(j)          Non-Exempt
Employees. No Option granted to an Employee who is a non-exempt employee for purposes of the Fair Labor Standards Act shall
be first exercisable for any shares of Common Stock until at least six (6) months following the date of grant of the Option. The
foregoing provision is intended to operate so that any income derived by a non-exempt employee in connection with the exercise
or vesting of an Option will be exempt from his or her regular rate of pay.


 


6.          Provisions
of Stock Awards other than Options.


 


(a)          Restricted
Stock Awards. Each Restricted Stock Award Agreement shall be in such form and shall contain such terms and conditions as the
Board shall deem appropriate. To the extent consistent with the Company’s Bylaws, at the
Board’s election, shares of Common Stock may be (x) held in book entry form subject to the Company’s instructions until
any restrictions relating to the Restricted Stock Award lapse; or (y) evidenced by a certificate, which certificate shall
be held in such form and manner as determined by the Board. The terms and conditions of Restricted Stock Award Agreements may change
from time to time, and the terms and conditions of separate Restricted Stock Award Agreements need not be identical; provided,
however, that each Restricted Stock Award Agreement shall include (through incorporation of provisions hereof by reference
in the agreement or otherwise) the substance of each of the following provisions:


 




    	13.



    	 



    

 


(i)          Consideration.
A Restricted Stock Award may be awarded in consideration for (A) past or future services actually or to be rendered to the Company
or an Affiliate, or (B) any other form of legal consideration that may be acceptable to the Board in its sole discretion and permissible
under applicable law.


 


(ii)         Vesting.
Shares of Common Stock awarded under the Restricted Stock Award Agreement may be subject to forfeiture to the Company in accordance
with a vesting schedule to be determined by the Board.


 


(iii)        Termination
of Participant’s Continuous Service. In the event a Participant’s Continuous Service terminates, the Company may
receive via a forfeiture condition, any or all of the shares of Common Stock held by the Participant that have not vested as of
the date of termination of Continuous Service under the terms of the Restricted Stock Award Agreement.


 


(iv)        Transferability.
Rights to acquire shares of Common Stock under the Restricted Stock Award Agreement shall be transferable by the Participant only
upon such terms and conditions as are set forth in the Restricted Stock Award Agreement, as the Board shall determine in its sole
discretion, so long as Common Stock awarded under the Restricted Stock Award Agreement remains subject to the terms of the Restricted
Stock Award Agreement.


 


(b)          Restricted
Stock Unit Awards. Each Restricted Stock Unit Award Agreement shall be in such form and shall
contain such terms and conditions as the Board shall deem appropriate. The terms and conditions of Restricted Stock Unit Award
Agreements may change from time to time, and the terms and conditions of separate Restricted Stock Unit Award Agreements need not
be identical; provided, however, that each Restricted Stock Unit Award Agreement shall include (through incorporation
of the provisions hereof by reference in the Agreement or otherwise) the substance of each of the following provisions:


 


(i)          Consideration.
At the time of grant of a Restricted Stock Unit Award, the Board will determine the consideration, if any, to be paid by the Participant
upon delivery of each share of Common Stock subject to the Restricted Stock Unit Award. The consideration to be paid (if any) by
the Participant for each share of Common Stock subject to a Restricted Stock Unit Award may be paid in any form of legal consideration
that may be acceptable to the Board in its sole discretion and permissible under applicable law.


 


(ii)         Vesting.
At the time of the grant of a Restricted Stock Unit Award, the Board may impose such restrictions
or conditions to the vesting of the Restricted Stock Unit Award as it, in its sole discretion, deems appropriate.


 


(iii)        Payment.
A Restricted Stock Unit Award may be settled by the delivery of shares of Common Stock, their cash equivalent, any combination
thereof or in any other form of consideration, as determined by the Board and contained in the Restricted Stock Unit Award Agreement.


 




    	14.



    	 



    

 


(iv)        Additional
Restrictions. At the time of the grant of a Restricted Stock Unit Award, the Board, as it
deems appropriate, may impose such restrictions or conditions that delay the delivery of the shares of Common Stock (or their cash
equivalent) subject to a Restricted Stock Unit Award to a time after the vesting of such Restricted Stock Unit Award. 


 


(v)         Dividend
Equivalents. Dividend equivalents may be credited in respect of shares of Common Stock covered
by a Restricted Stock Unit Award, as determined by the Board and contained in the Restricted Stock Unit Award Agreement. At the
sole discretion of the Board, such dividend equivalents may be converted into additional shares of Common Stock covered by the
Restricted Stock Unit Award in such manner as determined by the Board. Any additional shares covered by the Restricted Stock Unit
Award credited by reason of such dividend equivalents will be subject to all the terms and conditions of the underlying Restricted
Stock Unit Award Agreement to which they relate. 


 


(vi)        Termination
of Participant’s Continuous Service. Except as otherwise provided in the applicable
Restricted Stock Unit Award Agreement, such portion of the Restricted Stock Unit Award that has not vested will be forfeited upon
the Participant’s termination of Continuous Service. 


 


(vii)       Compliance
with Section 409A of the Code. Notwithstanding anything to the contrary set forth herein, any Restricted Stock Unit Award granted
under the Plan that is not exempt from the requirements of Section 409A of the Code shall contain such provisions so that such
Restricted Stock Unit Award will comply with the requirements of Section 409A of the Code. Such restrictions, if any, shall be
determined by the Board and contained in the Restricted Stock Unit Award Agreement evidencing such Restricted Stock Unit Award.


 


(c)          Stock
Appreciation Rights. Each Stock Appreciation Right Agreement shall be in such form and shall
contain such terms and conditions as the Board shall deem appropriate. Stock Appreciation Rights may be granted as stand-alone
Stock Awards or in tandem with other Stock Awards. The terms and conditions of Stock Appreciation Right Agreements may change from
time to time, and the terms and conditions of separate Stock Appreciation Right Agreements need not be identical; provided,
however, that each Stock Appreciation Right Agreement shall include (through incorporation of the provisions hereof by reference
in the Agreement or otherwise) the substance of each of the following provisions:


 


(i)          Term.
No Stock Appreciation Right shall be exercisable after the expiration of ten (10) years from the date of its grant or such shorter
period specified in the Stock Appreciation Right Agreement.


 


(ii)         Strike
Price. Each Stock Appreciation Right will be denominated in shares of Common Stock equivalents.
The strike price of each Stock Appreciation Right shall not be less than one hundred percent (100%) of the Fair Market Value of
the Common Stock equivalents subject to the Stock Appreciation Right on the date of grant.


 


(iii)        Calculation
of Appreciation. The appreciation distribution payable on the exercise of a Stock Appreciation
Right will be not greater than an amount equal to the excess of (A) the aggregate Fair Market Value (on the date of the exercise
of the Stock Appreciation Right) of a number of shares of Common Stock equal to the number of Common Stock equivalents in which
the Participant is vested under such Stock Appreciation Right, and with respect to which the Participant is exercising the Stock
Appreciation Right on such date, over (B) the strike price that will be determined by the Board at the time of grant of the Stock
Appreciation Right. 


 




    	15.



    	 



    

 


(iv)        Vesting.
At the time of the grant of a Stock Appreciation Right, the Board may impose such restrictions
or conditions to the vesting of such Stock Appreciation Right as it, in its sole discretion, deems appropriate. 


 


(v)         Exercise.
To exercise any outstanding Stock Appreciation Right, the Participant must provide written notice of exercise to the Company in
compliance with the provisions of the Stock Appreciation Right Agreement evidencing such Stock Appreciation Right. 


 


(vi)        Payment.
The appreciation distribution in respect to a Stock Appreciation Right may be paid in Common Stock, in cash, in any combination
of the two or in any other form of consideration, as determined by the Board and contained in the Stock Appreciation Right Agreement
evidencing such Stock Appreciation Right.


 


(vii)       Termination
of Continuous Service. In the event that a Participant’s Continuous Service terminates,
the Participant may exercise his or her Stock Appreciation Right (to the extent that the Participant was entitled to exercise such
Stock Appreciation Right as of the date of termination) but only within such period of time ending on the earlier of (A) the date
three (3) months following the termination of the Participant’s Continuous Service (or such longer or shorter period specified
in the Stock Appreciation Right Agreement), or (B) the expiration of the term of the Stock Appreciation Right as set forth in the
Stock Appreciation Right Agreement. If, after termination, the Participant does not exercise his or her Stock Appreciation Right
within the time specified herein or in the Stock Appreciation Right Agreement (as applicable), the Stock Appreciation Right shall
terminate.


 


(viii)      Compliance
with Section 409A of the Code. Notwithstanding anything to the contrary set forth herein, any Stock Appreciation Rights granted
under the Plan that are not exempt from the requirements of Section 409A of the Code shall contain such provisions so that such
Stock Appreciation Rights will comply with the requirements of Section 409A of the Code. Such restrictions, if any, shall be determined
by the Board and contained in the Stock Appreciation Right Agreement evidencing such Stock Appreciation Right. 


 


(d)          Performance
Awards.


 


(i)          Performance
Stock Awards. A Performance Stock Award is a Stock Award that may be granted, may vest, or may be exercised based upon the
attainment during a Performance Period of certain Performance Goals. A Performance Stock Award may, but need not, require the completion
of a specified period of Continuous Service. The length of any Performance Period, the Performance Goals to be achieved during
the Performance Period, and the measure of whether and to what degree such Performance Goals have been attained shall be conclusively
determined by the Committee in its sole discretion. The maximum number of shares that may be granted to any Participant in a calendar
year attributable to Stock Awards described in this Section 6(d)(i) shall not exceed one million (1,000,000) shares of Common Stock.
In addition, to the extent permitted by applicable law and the applicable Award Agreement, the Board may determine that cash may
be used in payment of Performance Stock Awards.


 




    	16.



    	 



    

 


(ii)         Performance
Cash Awards. A Performance Cash Award is a cash award that may be granted upon the attainment during a Performance Period of
certain Performance Goals. A Performance Cash Award may also require the completion of a specified period of Continuous Service.
The length of any Performance Period, the Performance Goals to be achieved during the Performance Period, and the measure of whether
and to what degree such Performance Goals have been attained shall be conclusively determined by the Committee in its sole discretion.
The maximum value that may be granted to any Participant in a calendar year attributable to cash awards described in this Section
6(d)(i) shall not exceed three million dollars ($3,000,000). The Board may provide for or, subject to such terms and conditions
as the Board may specify, may permit a Participant to elect for, the payment of any Performance Cash Award to be deferred to a
specified date or event. The Committee may specify the form of payment of Performance Cash Awards, which may be cash or other property,
or may provide for a Participant to have the option for his or her Performance Cash Award, or such portion thereof as the Board
may specify, to be paid in whole or in part in cash or other property.  In addition, to the extent
permitted by applicable law and the applicable Award Agreement, the Board may determine that Common Stock authorized under this
Plan may be used in payment of Performance Cash Awards, including additional shares in excess of the Performance Cash Award as
an inducement to hold shares of Common Stock.


 


(e)          Other
Stock Awards. Other forms of Stock Awards valued in whole or in part by reference
to, or otherwise based on, Common Stock may be granted either alone or in addition to Stock Awards provided for under Section
5 and the preceding provisions of this Section 6. Subject to the provisions of the Plan, the Board shall have sole and complete
authority to determine the persons to whom and the time or times at which such Other Stock Awards will be granted, the number
of shares of Common Stock (or the cash equivalent thereof) to be granted pursuant to such Other Stock Awards and all other terms
and conditions of such Other Stock Awards.  


 


7.          Covenants
of the Company.


 


(a)          Availability
of Shares. During the terms of the Stock Awards, the Company shall keep available at all times the number of shares of Common
Stock reasonably required to satisfy such Stock Awards.


 


(b)          Securities
Law Compliance. The Company shall seek to obtain from each regulatory commission or agency having jurisdiction over the Plan
such authority as may be required to grant Stock Awards and to issue and sell shares of Common Stock upon exercise of the Stock
Awards; provided, however, that this undertaking shall not require the Company to register under the Securities Act the
Plan, any Stock Award or any Common Stock issued or issuable pursuant to any such Stock Award. If, after reasonable efforts, the
Company is unable to obtain from any such regulatory commission or agency the authority that counsel for the Company deems necessary
for the lawful issuance and sale of Common Stock under the Plan, the Company shall be relieved from any liability for failure to
issue and sell Common Stock upon exercise of such Stock Awards unless and until such authority is obtained.


 




    	17.



    	 



    

 


(c)          No
Obligation to Notify. The Company shall have no duty or obligation to any holder of a Stock Award to advise such holder as
to the time or manner of exercising such Stock Award. Furthermore, the Company shall have no duty or obligation to warn or otherwise
advise such holder of a pending termination or expiration of a Stock Award or a possible period in which the Stock Award may not
be exercised. The Company has no duty or obligation to minimize the tax consequences of a Stock Award to the holder of such Stock
Award.


 


8.          Miscellaneous.


 


(a)          Use
of Proceeds from Sales of Common Stock. Proceeds from the sale of shares of Common Stock pursuant to Stock Awards shall constitute
general funds of the Company.


 


(b)          Corporate
Action Constituting Grant of Stock Awards. Corporate action constituting a grant by the Company of a Stock Award to any Participant
shall be deemed completed as of the date of such corporate action, unless otherwise determined by the Board, regardless of when
the instrument, certificate, or letter evidencing the Stock Award is communicated to, or actually received or accepted by, the
Participant.


 


(c)          Stockholder
Rights. No Participant shall be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares
of Common Stock subject to such Stock Award unless and until such Participant has exercised the Stock Award pursuant to its terms
and the Participant shall not be deemed to be a stockholder of record until the issuance of the Common Stock pursuant to such exercise
has been entered into the books and records of the Company.


 


(d)          No
Employment or Other Service Rights. Nothing in the Plan, any Stock Award Agreement or other instrument
executed thereunder or in connection with any Award granted pursuant to the Plan shall confer upon any Participant any right
to continue to serve the Company or an Affiliate in the capacity in effect at the time the Stock Award was granted or shall affect
the right of the Company or an Affiliate to terminate (i) the employment of an Employee with or without notice and with or without
cause, (ii) the service of a Consultant pursuant to the terms of such Consultant’s agreement with the Company or an Affiliate,
or (iii) the service of a Director pursuant to the Bylaws of the Company or an Affiliate, and any applicable provisions of the
corporate law of the state in which the Company or the Affiliate is incorporated, as the case may be.


 


(e)          Incentive
Stock Option $100,000 Limitation. To the extent that the aggregate Fair Market Value (determined at the time of grant) of Common
Stock with respect to which Incentive Stock Options are exercisable for the first time by any Optionholder during any calendar
year (under all plans of the Company and any Affiliates) exceeds one hundred thousand dollars ($100,000), the Options or portions
thereof that exceed such limit (according to the order in which they were granted) shall be treated as Nonstatutory Stock Options,
notwithstanding any contrary provision of the applicable Option Agreement(s).


 




    	18.



    	 



    

 


(f)          Investment
Assurances. The Company may require a Participant, as a condition of exercising or acquiring Common Stock under any Stock Award,
(i) to give written assurances satisfactory to the Company as to the Participant’s knowledge and experience in financial
and business matters and/or to employ a purchaser representative reasonably satisfactory to the Company who is knowledgeable and
experienced in financial and business matters and that he or she is capable of evaluating, alone or together with the purchaser
representative, the merits and risks of exercising the Stock Award; and (ii) to give written assurances satisfactory to the Company
stating that the Participant is acquiring Common Stock subject to the Stock Award for the Participant’s own account and not
with any present intention of selling or otherwise distributing the Common Stock. The foregoing requirements, and any assurances
given pursuant to such requirements, shall be inoperative if (A) the issuance of the shares upon the exercise or acquisition of
Common Stock under the Stock Award has been registered under a then currently effective registration statement under the Securities
Act, or (B) as to any particular requirement, a determination is made by counsel for the Company that such requirement need not
be met in the circumstances under the then applicable securities laws. The Company may, upon advice of counsel to the Company,
place legends on stock certificates issued under the Plan as such counsel deems necessary or appropriate in order to comply with
applicable securities laws, including, but not limited to, legends restricting the transfer of the Common Stock.


 


(g)          Withholding
Obligations. Unless prohibited by the terms of a Stock Award Agreement, the Company may, in its
sole discretion, satisfy any federal, state or local tax withholding obligation relating to an Award by any of the following means
(in addition to the Company’s right to withhold from any compensation paid to the Participant by the Company) or by a combination
of such means: (i) causing the Participant to tender a cash payment; (ii)  withholding shares of Common Stock from the
shares of Common Stock issued or otherwise issuable to the Participant in connection with the Award; (iii) withholding cash from
an Award settled in cash; or (iv) by such other method as may be set forth in the Award Agreement. 


 


(h)          Electronic
Delivery. Any reference herein to a “written” agreement or document shall include any agreement or document delivered
electronically or posted on the Company’s intranet.


 


(i)          Deferrals.
To the extent permitted by applicable law, the Board, in its sole discretion, may determine that the delivery of Common Stock or
the payment of cash, upon the exercise, vesting or settlement of all or a portion of any Award may be deferred and may establish
programs and procedures for deferral elections to be made by Participants. Deferrals by Participants will be made in accordance
with Section 409A of the Code. Consistent with Section 409A of the Code, the Board may provide for distributions while a Participant
is still an employee. The Board is authorized to make deferrals of Stock Awards and determine when, and in what annual percentages,
Participants may receive payments, including lump sum payments, following the Participant’s termination of employment or
retirement, and implement such other terms and conditions consistent with the provisions of the Plan and in accordance with applicable
law.


 




    	19.



    	 



    

 


(j)          Compliance
with Section 409A of the Code. To the extent that the Board determines that any Award granted under the Plan is subject to
Section 409A of the Code, the Award Agreement evidencing such Award shall incorporate the terms and conditions necessary to avoid
the consequences specified in Section 409A(a)(1) of the Code. To the extent applicable, the Plan and Award Agreements shall be
interpreted in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretive guidance
issued thereunder, including without limitation any such regulations or other guidance that may be issued or amended after the
Effective Date. Notwithstanding any provision of the Plan to the contrary, in the event that following the Effective Date the Board
determines that any Award may be subject to Section 409A of the Code and related Department of Treasury guidance (including such
Department of Treasury guidance as may be issued after the Effective Date), the Board may adopt such amendments to the Plan and
the applicable Award Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive
effect), or take any other actions, that the Board determines are necessary or appropriate to (i) exempt the Award from Section
409A of the Code and/or preserve the intended tax treatment of the benefits provided with respect to the Award, or (ii) comply
with the requirements of Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued
thereunder, including without limitation any such regulations or other guidance that may be issued or amended after the Effective
Date.


 


9.          Adjustments
upon Changes in Common Stock; Other Corporate Events.


 


(a)          Capitalization
Adjustments. In the event of a Capitalization Adjustment, the Board shall appropriately adjust: (i) the class(es) and maximum
number of securities subject to the Plan pursuant to Section 3(a), (ii) the class(es) and maximum number of securities that may
be issued pursuant to the exercise of Incentive Stock Options pursuant to Section 3(d), (iii) the class(es) and maximum number
of securities that may be awarded to any person pursuant to Section 3(d) and 6(d)(i) , and (iv) the class(es) and number of securities
and price per share of stock subject to outstanding Stock Awards. The Board shall make such adjustments, and its determination
shall be final, binding and conclusive.


 


(b)          Dissolution
or Liquidation. Except as otherwise provided in the Stock Award Agreement, in the event of a dissolution or liquidation of
the Company, all outstanding Stock Awards (other than Stock Awards consisting of vested and outstanding shares of Common Stock
not subject to the Company’s right of repurchase) shall terminate immediately prior to the completion of such dissolution
or liquidation, and the shares of Common Stock subject to the Company’s repurchase option may be repurchased by the Company
notwithstanding the fact that the holder of such Stock Award is providing Continuous Service, provided, however, that the
Board may, in its sole discretion, cause some or all Stock Awards to become fully vested, exercisable and/or no longer subject
to repurchase or forfeiture (to the extent such Stock Awards have not previously expired or terminated) before the dissolution
or liquidation is completed but contingent on its completion.


 


(c)          Corporate
Transaction.  The following provisions shall apply to Stock Awards in the event of a Corporate Transaction unless otherwise
provided in the instrument evidencing the Stock Award or any other written agreement between the Company or any Affiliate and the
Participant or unless otherwise expressly provided by the Board at the time of grant of a Stock Award.


 




    	20.



    	 



    

 


(i)          Stock
Awards May Be Assumed. Except as otherwise stated in the Stock Award Agreement, in the event of a Corporate Transaction, any
surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) may assume or
continue any or all Stock Awards outstanding under the Plan or may substitute similar stock awards for Stock Awards outstanding
under the Plan (including but not limited to, awards to acquire the same consideration paid to the stockholders of the Company
pursuant to the Corporate Transaction), and any reacquisition or repurchase rights held by the Company in respect of Common Stock
issued pursuant to Stock Awards may be assigned by the Company to the successor of the Company (or the successor’s parent
company, if any), in connection with such Corporate Transaction. A surviving corporation or acquiring corporation (or its parent)
may choose to assume or continue only a portion of a Stock Award or substitute a similar stock award for only a portion of a Stock
Award. The terms of any assumption, continuation or substitution shall be set by the Board in accordance with the provisions of
Section 2.


 


(ii)         Stock
Awards Held by Current Participants. Except as otherwise stated in the Stock Award Agreement, in the event of a Corporate Transaction
in which the surviving corporation or acquiring corporation (or its parent company) does not assume or continue such outstanding
Stock Awards or substitute similar stock awards for such outstanding Stock Awards, then with respect to Stock Awards that have
not been assumed, continued or substituted and that are held by Participants whose Continuous Service has not terminated prior
to the effective time of the Corporate Transaction (referred to as the “Current Participants”), the vesting
of such Stock Awards (and, with respect to Options and Stock Appreciation Rights, the time at which such Stock Awards may be exercised)
shall be accelerated in full to a date prior to the effective time of such Corporate Transaction (contingent upon the effectiveness
of the Corporate Transaction) as the Board shall determine (or, if the Board shall not determine such a date, to the date that
is five (5) days prior to the effective time of the Corporate Transaction), and such Stock Awards shall terminate if not exercised
(if applicable) at or prior to the effective time of the Corporate Transaction, and any reacquisition or repurchase rights held
by the Company with respect to such Stock Awards shall lapse (contingent upon the effectiveness of the Corporate Transaction).


 


(iii)        Stock
Awards Held by Persons other than Current Participants. Except as otherwise stated in the Stock Award Agreement, in the event
of a Corporate Transaction in which the surviving corporation or acquiring corporation (or its parent company) does not assume
or continue such outstanding Stock Awards or substitute similar stock awards for such outstanding Stock Awards, then with respect
to Stock Awards that have not been assumed, continued or substituted and that are held by persons other than Current Participants,
such Stock Awards shall terminate if not exercised (if applicable) prior to the effective time of the Corporate Transaction; provided,
however, that any reacquisition or repurchase rights held by the Company with respect to such Stock Awards shall not terminate
and may continue to be exercised notwithstanding the Corporate Transaction.


 


(iv)        Payment
for Stock Awards in Lieu of Exercise. Notwithstanding the foregoing, in the event a Stock Award will terminate if not exercised
prior to the effective time of a Corporate Transaction, the Board may provide, in its sole discretion, that the holder of such
Stock Award may not exercise such Stock Award but will receive a payment, in such form as may be determined by the Board, equal
in value to the excess, if any, of (A) the value of the property the holder of the Stock Award would have received upon the exercise
of the Stock Award (including, at the discretion of the Board, any unvested portion of such Stock Award), over (B) any exercise
price payable by such holder in connection with such exercise.


 




    	21.



    	 



    

 


(d)          Change
in Control. A Stock Award may be subject to additional acceleration of vesting and exercisability upon or after a Change in
Control as may be provided in the Stock Award Agreement for such Stock Award or as may be provided in any other written agreement
between the Company or any Affiliate and the Participant, but in the absence of such provision, no such acceleration shall occur.


 


10.         Termination
or Suspension of the Plan.


 


(a)          Plan
Term. Unless sooner terminated by the Board pursuant to Section 2, the Plan shall automatically terminate on the day before
the tenth (10th) anniversary of the date the Plan is adopted by the Board or approved by the stockholders of the Company, whichever
is earlier. No Awards may be granted under the Plan while the Plan is suspended or after it is terminated.


 


(b)          No
Impairment of Rights. Termination of the Plan shall not impair rights and obligations under any Award granted while the Plan
is in effect except with the written consent of the affected Participant.


 


11.         Effective
Date of Plan.


 


This Plan shall become
effective on the Effective Date. 


 


12.         Choice
of Law.


 


The law of the State
of Delaware shall govern all questions concerning the construction, validity and interpretation of this Plan, without regard to
such state’s conflict of laws rules.


 


13.         Definitions.
As used in the Plan, the definitions contained in this Section 13 shall apply to the capitalized terms indicated below:


 


(a)          “Affiliate”
means, at the time of determination, any “parent” or “subsidiary” of the Company as such terms are defined
in Rule 405 of the Securities Act. The Board shall have the authority to determine the time or times at which “parent”
or “subsidiary” status is determined within the foregoing definition.


 


(b)          “Award”
means a Stock Award or a Performance Cash Award.


 


(c)          “Board”
means the Board of Directors of the Company.


 


(d)          “Capitalization
Adjustment” means any change that is made in, or other events that occur with respect to, the Common Stock subject
to the Plan or subject to any Stock Award after the Effective Date without the receipt of consideration by the Company (through
merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash,
stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate structure or other transaction
not involving the receipt of consideration by the Company. Notwithstanding the foregoing, the conversion of any convertible securities
of the Company shall not be treated as a transaction “without receipt of consideration” by the Company.


 




    	22.



    	 



    

 


(e)          
“Change in Control” means the occurrence, in a single transaction or in a series of related transactions, of
any one or more of the following events:


 


(i)          any
Exchange Act Person becomes the Owner, directly or indirectly, of securities of the Company representing more than fifty percent
(50%) of the combined voting power of the Company’s then outstanding securities other than by virtue of a merger, consolidation
or similar transaction. Notwithstanding the foregoing, a Change in Control shall not be deemed to occur (A) on account of the acquisition
of securities of the Company by an investor, any affiliate thereof or any other Exchange Act Person from the Company in a transaction
or series of related transactions the primary purpose of which is to obtain financing for the Company through the issuance of equity
securities or (B) solely because the level of Ownership held by any Exchange Act Person (the “Subject Person”)
exceeds the designated percentage threshold of the outstanding voting securities as a result of a repurchase or other acquisition
of voting securities by the Company reducing the number of shares outstanding, provided that if a Change in Control would occur
(but for the operation of this sentence) as a result of the acquisition of voting securities by the Company, and after such share
acquisition, the Subject Person becomes the Owner of any additional voting securities that, assuming the repurchase or other acquisition
had not occurred, increases the percentage of the then outstanding voting securities Owned by the Subject Person over the designated
percentage threshold, then a Change in Control shall be deemed to occur;


 


(ii)         there
is consummated a merger, consolidation or similar transaction involving (directly or indirectly) the Company and, immediately after
the consummation of such merger, consolidation or similar transaction, the stockholders of the Company immediately prior thereto
do not Own, directly or indirectly, either (A) outstanding voting securities representing more than fifty percent (50%) of the
combined outstanding voting power of the surviving Entity in such merger, consolidation or similar transaction or (B) more than
fifty percent (50%) of the combined outstanding voting power of the parent of the surviving Entity in such merger, consolidation
or similar transaction, in each case in substantially the same proportions as their Ownership of the
outstanding voting securities of the Company immediately prior to such transaction;


 


(iii)        the
stockholders of the Company approve or the Board approves a plan of complete dissolution or liquidation of the Company, or a complete
dissolution or liquidation of the Company shall otherwise occur, except for a liquidation into a parent corporation;


 


(iv)        there
is consummated a sale, lease, exclusive license or other disposition of all or substantially all of the consolidated assets of
the Company and its Subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the consolidated
assets of the Company and its Subsidiaries to an Entity, more than fifty percent (50%) of the combined voting power of the voting
securities of which are Owned by stockholders of the Company in substantially the same proportions as their Ownership of the outstanding
voting securities of the Company immediately prior to such sale, lease, license or other disposition; or


 




    	23.



    	 



    

 


(v)         individuals
who, on the date this Plan is adopted by the Board, are members of the Board (the “Incumbent Board”) cease for any
reason to constitute at least a majority of the members of the Board; provided, however, that if the appointment or election
(or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent
Board then still in office, such new member shall, for purposes of this Plan, be considered as a member of the Incumbent Board.


 


For the avoidance of
doubt, the term Change in Control shall not include a sale of assets, merger or other transaction effected exclusively for the
purpose of changing the domicile of the Company.


 


Notwithstanding the
foregoing or any other provision of this Plan, the definition of Change in Control (or any analogous term) in an individual written
agreement between the Company or any Affiliate and the Participant shall supersede the foregoing definition with respect to Awards
subject to such agreement; provided, however, that if no definition of Change in Control or any analogous term is set forth
in such an individual written agreement, the foregoing definition shall apply.


 


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


 


(g)          
“Committee” means a committee of one (1) or more Directors to whom authority has been delegated by the
Board in accordance with Section 2(c).


 


(h)          “Common
Stock” means the common stock of the Company.


 


(i)          “Company”
means Website Pros, Inc., a Delaware corporation.


 


(j)          “Consultant”
means any person, including an advisor, who is (i) engaged by the Company or an Affiliate to render consulting or advisory services
and is compensated for such services, or (ii) serving as a member of the board of directors of an Affiliate and is compensated
for such services. However, service solely as a Director, or payment of a fee for such service, shall
not cause a Director to be considered a “Consultant” for purposes of the Plan. 


 


(k)          “Continuous
Service” means that the Participant’s service with the Company or an Affiliate, whether as an Employee, Director
or Consultant, is not interrupted or terminated. A change in the capacity in which the Participant renders service to the Company
or an Affiliate as an Employee, Consultant or Director or a change in the entity for which the Participant renders such service,
provided that there is no interruption or termination of the Participant’s service with the Company or an Affiliate, shall
not terminate a Participant’s Continuous Service. For example, a change in status from an employee of the Company to a consultant
to an Affiliate or to a Director shall not constitute an interruption of Continuous Service. To the extent permitted by law, the
Board or the chief executive officer of the Company, in that party’s sole discretion, may determine whether Continuous Service
shall be considered interrupted in the case of any leave of absence approved by that party, including sick leave, military leave
or any other personal leave. Notwithstanding the foregoing, a leave of absence shall be treated as Continuous Service for purposes
of vesting in a Stock Award only to such extent as may be provided in the Company’s leave of absence policy, in the written
terms of any leave of absence agreement or policy applicable to the Participant, or as otherwise required by law.


 




    	24.



    	 



    

 


(l)          “Corporate
Transaction” means the occurrence, in a single transaction or in a series of related transactions, of any one or
more of the following events:


 


(i)          a
sale or other disposition of all or substantially all, as determined by the Board in its sole discretion, of the consolidated
assets of the Company and its Subsidiaries;


 


(ii)         a
sale or other disposition of at least ninety percent (90%) of the outstanding securities of the Company;


 


(iii)        the
consummation of a merger, consolidation or similar transaction following which the Company is not the surviving corporation; or


 


(iv)        the
consummation of a merger, consolidation or similar transaction following which the Company is the surviving corporation but the
shares of Common Stock outstanding immediately preceding the merger, consolidation or similar transaction are converted or exchanged
by virtue of the merger, consolidation or similar transaction into other property, whether in the form of securities, cash or otherwise.


 


(m)          “Covered
Employee” shall have the meaning provided in Section 162(m)(3) of the Code and the regulations promulgated thereunder.


 


(n)          “Director”
means a member of the Board.


 


(o)          “Disability”
means, with respect to a Participant, the inability of such Participant to engage in any substantial gainful activity by reason
of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last
for a continuous period of not less than twelve (12) months, as provided in Section 22(e)(3) and 409A(a)(2)(c)(i) of the Code.



 


(p)          “Effective
Date” means the effective date of this Plan document, which is the date of the annual meeting of stockholders of
the Company held in 2008 provided this Plan is approved by the Company’s stockholders at such meeting.


 


(q)          “Employee”
means any person employed by the Company or an Affiliate. However, service solely as a Director, or payment of a fee for such services,
shall not cause a Director to be considered an “Employee” for purposes of the Plan.


 


(r)          “Entity”
means a corporation, partnership, limited liability company or other entity.


 


(s)          “Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 




    	25.



    	 



    

 


(t)          “Exchange
Act Person” means any natural person, Entity or “group” (within the meaning of Section 13(d) or 14(d)
of the Exchange Act), except that “Exchange Act Person” shall not include (i) the Company or any Subsidiary of the
Company, (ii) any employee benefit plan of the Company or any Subsidiary of the Company or any trustee or other fiduciary holding
securities under an employee benefit plan of the Company or any Subsidiary of the Company, (iii) an underwriter temporarily holding
securities pursuant to an offering of such securities, (iv) an Entity Owned, directly or indirectly, by the stockholders of the
Company in substantially the same proportions as their Ownership of stock of the Company; or (v) any
natural person, Entity or “group” (within the meaning of Section 13(d) or 14(d) of the Exchange Act) that, as of the
Effective Date of the Plan as set forth in Section 11, is the Owner, directly or indirectly, of securities of the Company
representing more than fifty percent (50%) of the combined voting power of the Company’s then outstanding securities.


 


(u)          
“Fair Market Value” means, as of any date, the value of the Common Stock determined as follows:


 


(i)          If
the Common Stock is listed on any established stock exchange or traded on the Nasdaq National Market or the Nasdaq SmallCap Market,
the Fair Market Value of a share of Common Stock shall be the closing sales price for such stock (or the closing bid, if no sales
were reported) as quoted on such exchange or market (or the exchange or market with the greatest volume of trading in the Common
Stock) on the date in question, as reported in The Wall Street Journal or such other source as the Board deems reliable.
Unless otherwise provided by the Board, if there is no closing sales price (or closing bid if no sales were reported) for the Common
Stock on the date in question, then the Fair Market Value shall be the closing selling price (or closing bid if no sales were reported)
on the last preceding date for which such quotation exists.


 


(ii)         In
the absence of such markets for the Common Stock, the Fair Market Value shall be determined by the Board in good faith.


 


(v)         “Incentive
Stock Option” means an option granted pursuant to Section 5 of the Plan that is intended to be, and qualifies as,
an “incentive stock option” within the meaning of Section 422 of the Code and the regulations promulgated thereunder.


 


(w)          “Non-Employee
Director” means a Director who either (i) is not a current employee or officer of the Company or an Affiliate, does
not receive compensation, either directly or indirectly, from the Company or an Affiliate for services rendered as a consultant
or in any capacity other than as a Director (except for an amount as to which disclosure would not be required under Item 404(a)
of Regulation S-K promulgated pursuant to the Securities Act (“Regulation S-K”)), does not possess an
interest in any other transaction for which disclosure would be required under Item 404(a) of Regulation S-K, and is not engaged
in a business relationship for which disclosure would be required pursuant to Item 404(b) of Regulation S-K; or (ii) is otherwise
considered a “non-employee director” for purposes of Rule 16b-3.


 


(x)          “Nonstatutory
Stock Option” means any option granted pursuant to Section 5 of the Plan that does not qualify as an Incentive Stock
Option.


 




    	26.



    	 



    

 


 


(y)          “Officer”
means a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act and the rules and regulations
promulgated thereunder.


 


(z)          “Option”
means an Incentive Stock Option or a Nonstatutory Stock Option to purchase shares of Common Stock granted pursuant to the Plan.


 


(aa)         “Option
Agreement” means a written agreement between the Company and an Optionholder evidencing the terms and conditions
of an Option grant. Each Option Agreement shall be subject to the terms and conditions of the Plan.


 


(bb)         “Optionholder”
means a person to whom an Option is granted pursuant to the Plan or, if permitted under the terms of this Plan, such other person
who holds an outstanding Option.


 


(cc)         “Other
Stock Award” means an award based in whole or in part by reference to the Common Stock which is granted pursuant
to the terms and conditions of Section 6(d).


 


(dd)         “Other
Stock Award Agreement” means a written agreement between the Company and a holder
of an Other Stock Award evidencing the terms and conditions of an Other Stock Award grant. Each Other Stock Award Agreement shall
be subject to the terms and conditions of the Plan. 


 


(ee)         “Outside
Director” means a Director who either (i) is not a current employee of the Company or an “affiliated corporation”
(within the meaning of Treasury Regulations promulgated under Section 162(m) of the Code), is not a former employee of the Company
or an “affiliated corporation” who receives compensation for prior services (other than benefits under a tax-qualified
retirement plan) during the taxable year, has not been an officer of the Company or an “affiliated corporation,” and
does not receive remuneration from the Company or an “affiliated corporation,” either directly or indirectly, in any
capacity other than as a Director, or (ii) is otherwise considered an “outside director” for purposes of Section 162(m)
of the Code.


 


(ff)         “Own,”
“Owned,” “Owner,” “Ownership” A person or Entity shall be deemed to “Own,”
to have “Owned,” to be the “Owner” of, or to have acquired “Ownership” of securities if such
person or Entity, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares
voting power, which includes the power to vote or to direct the voting, with respect to such securities.


 


(gg)         “Participant”
means a person to whom an Award is granted pursuant to the Plan or, if applicable, such other person who holds an outstanding Stock
Award.


 


(hh)         “Performance
Cash Award” means an award of cash granted pursuant to the terms and conditions of Section 6(d)(ii).


 




    	27.



    	 



    

 


(ii)         “Performance
Criteria” means the one or more criteria that the Board shall select for purposes of establishing the Performance
Goals for a Performance Period. The Performance Criteria that shall be used to establish such Performance Goals may be based on
any one of, or combination of, the following: (i) earnings per share; (ii) earnings before interest, taxes and depreciation; (iii)
earnings before interest, taxes, depreciation and amortization; (iv) total stockholder return; (v) return on equity; (vi) return
on assets, investment, or capital employed; (vii) operating margin; (viii) gross margin; (ix) operating income; (x) net income
(before or after taxes); (xi) net operating income; (xii) net operating income after tax; (xiii) pre-tax profit; (xiv) operating
cash flow; (xv) sales or revenue targets; (xvi) increases in revenue or product revenue; (xvii) expenses and cost reduction goals;
(xviii) improvement in or attainment of working capital levels; (xix) economic value added (or an equivalent metric); (xx) market
share; (xxi) cash flow; (xxii) cash flow per share; (xxiii) share price performance; (xxiv) debt reduction; (xxv) implementation
or completion of projects or processes; (xxvi) customer satisfaction; (xxvii) stockholders’ equity; and (xxviii) to the extent
that an Award is not intended to comply with Section 162(m) of the Code, other measures of performance selected by the Board. Partial
achievement of the specified criteria may result in the payment or vesting corresponding to the degree of achievement as specified
in the Stock Award Agreement or the written terms of a Performance Cash Award. The Board shall, in its sole discretion, define
the manner of calculating the Performance Criteria it selects to use for such Performance Period.


 


(jj)         “Performance
Goals” means, for a Performance Period, the one or more goals established by the Board for the Performance Period
based upon the Performance Criteria. Performance Goals may be based on a Company-wide basis, with respect to one or more business
units, divisions, Affiliates, or business segments, and in either absolute terms or relative to the performance of one or more
comparable companies or the performance of one or more relevant indices. At the time of the grant of any Award, the Board is authorized
to determine whether, when calculating the attainment of Performance Goals for a Performance Period: (i) to exclude restructuring
and/or other nonrecurring charges; (ii) to exclude exchange rate effects, as applicable, for non-U.S. dollar denominated net sales
and operating earnings; (iii) to exclude the effects of changes to generally accepted accounting standards required by the Financial
Accounting Standards Board; (iv) to exclude the effects of any statutory adjustments to corporate tax rates; and (v) to exclude
the effects of any “extraordinary items” as determined under generally accepted accounting principles. In addition,
the Board retains the discretion to reduce or eliminate the compensation or economic benefit due upon attainment of Performance
Goals.


 


(kk)         
“Performance Period” means the period of time selected by the Board over which the attainment of one or more
Performance Goals will be measured for the purpose of determining a Participant’s right to and the payment of a Stock Award
or a Performance Cash Award. Performance Periods may be of varying and overlapping duration, at the sole discretion of the Board.


 


(ll)         “Performance
Stock Award” means a Stock Award granted under the terms and conditions of Section 6(d)(i).


 


(mm)         “Plan”
means this Website Pros, Inc. 2008 Equity Incentive Plan.


 


(nn)         “Restricted
Stock Award” means an award of shares of Common Stock which is granted pursuant
to the terms and conditions of Section 6(a).


 




    	28.



    	 



    

 


(oo)         “Restricted
Stock Award Agreement” means a written agreement between the Company and a holder
of a Restricted Stock Award evidencing the terms and conditions of a Restricted Stock Award grant. Each Restricted Stock Award
Agreement shall be subject to the terms and conditions of the Plan.


 


(pp)         “Restricted
Stock Unit Award” means a right to receive shares of Common Stock which is granted
pursuant to the terms and conditions of Section 6(b).


 


(qq)         “Restricted
Stock Unit Award Agreement” means a written agreement between the Company and a holder of a Restricted Stock Unit
Award evidencing the terms and conditions of a Restricted Stock Unit Award grant. Each Restricted Stock Unit Award Agreement shall
be subject to the terms and conditions of the Plan.


 


(rr)         
“Rule 16b-3” means Rule 16b-3 promulgated under the Exchange Act or any successor to Rule 16b-3, as in effect
from time to time.


 


(ss)         “Securities
Act” means the Securities Act of 1933, as amended.


 


(tt)         “Stock
Appreciation Right” means a right to receive the appreciation on Common Stock that is granted pursuant to the terms
and conditions of Section 6(c).


 


(uu)         “Stock
Appreciation Right Agreement” means a written agreement between the Company and a holder of a Stock Appreciation
Right evidencing the terms and conditions of a Stock Appreciation Right grant. Each Stock Appreciation Right Agreement shall be
subject to the terms and conditions of the Plan.


 


(vv)         “Stock
Award” means any right to receive Common Stock granted under the Plan, including
an Incentive Stock Option, a Nonstatutory Stock Option, a Restricted Stock Award, a Restricted Stock Unit Award, a Stock Appreciation
Right, a Performance Stock Award or any Other Stock Award.


 


(ww)         “Stock
Award Agreement” means a written agreement between the Company and a Participant
evidencing the terms and conditions of a Stock Award grant. Each Stock Award Agreement shall be subject to the terms and conditions
of the Plan.


 


(xx)        
“Subsidiary” means, with respect to the Company, (i) any corporation of which more than fifty percent (50%)
of the outstanding capital stock having ordinary voting power to elect a majority of the board of directors of such corporation
(irrespective of whether, at the time, stock of any other class or classes of such corporation shall have or might have voting
power by reason of the happening of any contingency) is at the time, directly or indirectly, Owned by the Company, and (ii) any
partnership, limited liability company or other entity in which the Company has a direct or indirect interest (whether in the form
of voting or participation in profits or capital) of more than fifty percent (50%).


 


(yy)         
“Ten Percent Stockholder” means a person who Owns (or is deemed to Own pursuant to Section 424(d) of the Code)
stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or any Affiliate.


 




    	29.