2011 Equity Incentive Plan



 Exhibit 10.1 
 FUSIONSTORM GLOBAL INC. 
 2011 EQUITY INCENTIVE PLAN 

(AS ADOPTED IN CONNECTION WITH THE IPO)









							
	 ARTICLE 1. INTRODUCTION
	  	 	4	  
	 1.1
	    	 IPO
	  	 	4	  
	 1.2
	    	 Governing Law
	  	 	4	  
		
	 ARTICLE 2. ADMINISTRATION
	  	 	4	  
	 2.1
	    	 Committee Composition
	  	 	4	  
	 2.2
	    	 Committee Responsibilities
	  	 	4	  
	 2.3
	    	 Committee for Non-Officer Grants
	  	 	5	  
		
	 ARTICLE 3. SHARES AVAILABLE FOR GRANTS
	  	 	5	  
	 3.1
	    	 Basic Limitation
	  	 	5	  
	 3.2
	    	 Shares Returned to Reserve
	  	 	5	  
	 3.3
	    	 Dividend Equivalents
	  	 	5	  
		
	 ARTICLE 4. ELIGIBILITY
	  	 	5	  
	 4.1
	    	 Incentive Stock Options
	  	 	5	  
	 4.2
	    	 Other Grants
	  	 	6	  
		
	 ARTICLE 5. OPTIONS
	  	 	6	  
	 5.1
	    	 Stock Option Agreement
	  	 	6	  
	 5.2
	    	 Number of Shares
	  	 	6	  
	 5.3
	    	 Exercise Price
	  	 	6	  
	 5.4
	    	 Exercisability and Term
	  	 	6	  
	 5.5
	    	 Modification or Assumption of Options
	  	 	6	  
	 5.6
	    	 Buyout Provisions
	  	 	6	  
		
	 ARTICLE 6. PAYMENT FOR OPTION SHARES
	  	 	7	  
	 6.1
	    	 General Rule
	  	 	7	  
	 6.2
	    	 Surrender of Stock
	  	 	7	  
	 6.3
	    	 Exercise/Sale
	  	 	7	  
	 6.4
	    	 Other Forms of Payment
	  	 	7	  
		
	 ARTICLE 7. STOCK APPRECIATION RIGHTS
	  	 	7	  
	 7.1
	    	 SAR Agreement
	  	 	7	  
	 7.2
	    	 Number of Shares
	  	 	7	  
	 7.3
	    	 Exercise Price
	  	 	7	  
	 7.4
	    	 Exercisability and Term
	  	 	8	  
	 7.5
	    	 Exercise of SARs
	  	 	8	  
	 7.6
	    	 Modification or Assumption of SARs
	  	 	8	  
		
	 ARTICLE 8. RESTRICTED SHARES
	  	 	8	  
	 8.1
	    	 Restricted Stock Agreement
	  	 	8	  
	 8.2
	    	 Payment for Awards
	  	 	8	  
	 8.3
	    	 Vesting Conditions
	  	 	8	  
	 8.4
	    	 Voting and Dividend Rights
	  	 	9	  









							
		
	 ARTICLE 9. STOCK UNITS
	  	 	9	  
	 9.1
	    	 Stock Unit Agreement
	  	 	9	  
	 9.2
	    	 Payment for Awards
	  	 	9	  
	 9.3
	    	 Vesting Conditions
	  	 	9	  
	 9.4
	    	 Voting and Dividend Rights
	  	 	9	  
	 9.5
	    	 Form and Time of Settlement of Stock Units
	  	 	10	  
	 9.6
	    	 Death of Recipient
	  	 	10	  
	 9.7
	    	 Creditors’ Rights
	  	 	10	  
		
	 ARTICLE 10. OTHER FORMS OF EQUITY-BASED AWARDS
	  	 	10	  
	 10.1
	    	 Other Awards
	  	 	10	  
		
	 ARTICLE 11. CHANGE IN CONTROL
	  	 	10	  
	 11.1
	    	 Discretionary Changes
	  	 	10	  
		
	 ARTICLE 12. PROTECTION AGAINST DILUTION
	  	 	11	  
	 12.1
	    	 Adjustments
	  	 	11	  
	 12.2
	    	 Certain Dividends
	  	 	11	  
	 12.3
	    	 Dissolution or Liquidation
	  	 	11	  
	 12.4
	    	 Reorganizations
	  	 	11	  
		
	 ARTICLE 13. PAYMENT OF DIRECTOR’S FEES IN SECURITIES
	  	 	13	  
	 13.1
	    	 Effective Date
	  	 	13	  
	 13.2
	    	 Elections to Receive NSOs, Restricted Shares or Stock Units
	  	 	13	  
	 13.3
	    	 Number and Terms of NSOs, Restricted Shares or Stock Units
	  	 	13	  
		
	 ARTICLE 14. LIMITATION ON RIGHTS
	  	 	13	  
	 14.1
	    	 Retention Rights
	  	 	13	  
	 14.2
	    	 Stockholders’ Rights
	  	 	13	  
	 14.3
	    	 Regulatory Requirements
	  	 	13	  
		
	 ARTICLE 15. WITHHOLDING TAXES
	  	 	14	  
	 15.1
	    	 General
	  	 	14	  
	 15.2
	    	 Share Withholding
	  	 	14	  
		
	 ARTICLE 16. FUTURE OF THE PLAN
	  	 	14	  
	 16.1
	    	 Term of the Plan
	  	 	14	  
	 16.2
	    	 Amendment or Termination
	  	 	14	  
	 16.3
	    	 Stockholder Approval
	  	 	14	  
		
	 ARTICLE 17. DEFINITIONS
	  	 	14	  


  
 - 3 -









 FUSIONSTORM GLOBAL INC.

 2011 EQUITY INCENTIVE PLAN 

ARTICLE 1. INTRODUCTION. 
 1.1 IPO. The Plan was adopted by the Board to be effective upon the effectiveness of the Registration Statement for the IPO. The purpose of the Plan is to promote the long-term success of the
Company and the creation of stockholder value by (a) encouraging Employees, Outside Directors and Consultants to focus on critical long-range objectives, (b) encouraging the attraction and retention of Employees, Outside Directors and
Consultants with exceptional qualifications and (c) linking Employees, Outside Directors and Consultants directly to stockholder interests through increased stock ownership. The Plan seeks to achieve this purpose by providing for Awards in the
form of Restricted Shares, Stock Units, Options (which may constitute ISOs or NSOs), stock appreciation rights or other forms of equity-based compensation awards. 
 1.2 Governing Law. The Plan shall be governed by, and construed in accordance with, the laws of the State of Delaware (other than its choice-of-law provisions). 

ARTICLE 2. ADMINISTRATION. 
 2.1 Committee Composition. The Committee shall administer the Plan. The Committee shall consist exclusively of two or more directors of the Company, who shall be appointed by the Board. In
addition, each member of the Committee shall meet the following requirements: 
 (a) Any listing standards
prescribed by the principal securities market on which the Company’s equity securities are traded; 
 (b)
Such requirements as the Internal Revenue Service may establish for outside directors acting under plans intended to qualify for exemption under section 162(m)(4)(C) of the Code; 

(c) Such requirements as the Securities and Exchange Commission may establish for administrators acting under plans
intended to qualify for exemption under Rule 16b-3 (or its successor) under the Exchange Act; and 
 (d) Any
other requirements imposed by applicable law, regulations or rules. 
 2.2 Committee Responsibilities. The Committee
shall (a) select the Employees, Outside Directors and Consultants who are to receive Awards under the Plan, (b) determine the type, number, vesting requirements and other features and conditions of such Awards, (c) interpret the Plan,
(d) make all other decisions relating to the operation of the Plan and (e) carry out any other duties delegated to it by the Board. The Committee may adopt such rules or guidelines as it deems appropriate to implement the Plan, and may
delegate authority to officers or subcommittees (including a secondary committee as described in Section 2.3) to administer the Plan in certain respects. Except when the context otherwise requires, any reference in the Plan to the Committee
shall include such officers or subcommittees authorized to 







 
administer the Plan. The Committee’s determinations under the Plan shall be final and binding on all persons. 
 2.3 Committee for Non-Officer Grants. The Board may also appoint a secondary committee of the Board, which shall be composed of the entire Board or of one or more directors of the Company who need
not satisfy the requirements of Section 2.1. Such secondary committee may administer the Plan with respect to Employees and Consultants who are not Outside Directors and are not considered executive officers of the Company under section 16
of the Exchange Act, may grant Awards under the Plan to such Employees and Consultants and may determine all features and conditions of such Awards. 
 ARTICLE 3. SHARES AVAILABLE FOR GRANTS. 
 3.1 Basic Limitation.
Common Shares issued pursuant to the Plan may be authorized but unissued shares or treasury shares. The aggregate number of Common Shares issued under the Plan shall not exceed 5,415,000 plus the additional Common Shares described in
Section 3.2. The number of Common Shares that are subject to Awards outstanding at any time under the Plan shall not exceed the number of Common Shares available for issuance under the Plan. The limitations of this Section 3.1 shall be
subject to adjustment pursuant to Article 12. 
 3.2 Shares Returned to Reserve. If Options, SARs, Stock Units or other
forms of equity-based awards under this Plan are forfeited or terminate for any other reason before being exercised or settled, then the Common Shares subject to such Options, SARs, Stock Units or other awards shall again become available for
issuance under this Plan. If Restricted Shares or Common Shares issued upon the exercise of Options under this Plan are reacquired by the Company pursuant to a forfeiture provision or for any other reason, then such Common Shares shall again become
available for issuance under this Plan. If SARs are exercised, then only the number of Common Shares (if any) actually issued in settlement of such SARs shall reduce the number available under Section 3.1 and the balance shall again become
available for issuance under the Plan. If Stock Units are settled, then only the number of Common Shares (if any) actually issued in settlement of such Stock Units shall reduce the number available under Section 3.1 and the balance shall again
become available for issuance under the Plan. If Common Shares are withheld from an Award in payment of the exercise price or in satisfaction of tax withholding obligations, then the shares so withheld shall again become available for issuance under
the Plan. 
 3.3 Dividend Equivalents. Any dividend equivalents paid or credited under the Plan shall not be applied
against the number of Common Shares that may be issued under the Plan, whether or not such dividend equivalents are converted into Stock Units. 
 ARTICLE 4. ELIGIBILITY. 
 4.1 Incentive Stock Options. Only Employees
who are common-law employees of the Company, a Parent or a Subsidiary shall be eligible for the grant of ISOs. In addition, an Employee who owns more than 10% of the total combined voting power of all classes of outstanding stock of the Company or
any of its Parents or Subsidiaries shall not be 

  
 - 5 -









 
eligible for the grant of an ISO unless the requirements set forth in section 422(c)(5) of the Code are satisfied. 

4.2 Other Grants. Only Employees, Outside Directors and Consultants shall be eligible for the grant of Restricted Shares, Stock
Units, NSOs, SARs or other equity-based awards. 
 ARTICLE 5. OPTIONS. 

5.1 Stock Option Agreement. Each grant of an Option under the Plan shall be evidenced by a Stock Option Agreement between the
Optionee and the Company. Such Option shall be subject to all applicable terms of the Plan and may be subject to any other terms that are not inconsistent with the Plan. The Stock Option Agreement shall specify whether the Option is an ISO or an
NSO. The provisions of the various Stock Option Agreements entered into under the Plan need not be identical. 
 5.2 Number
of Shares. Each Stock Option Agreement shall specify the number of Common Shares subject to the Option and shall provide for the adjustment of such number in accordance with Article 12. Options granted to any Optionee in a single calendar year
shall not cover more than 1,083,018 Common Shares. The limitation set forth in the preceding sentence shall be subject to adjustment in accordance with Article 12. 
 5.3 Exercise Price. Each Stock Option Agreement shall specify the Exercise Price; provided that the Exercise Price shall in no event be less than 100% of the Fair Market Value of a Common Share on
the date of grant. 
 5.4 Exercisability and Term. Each Stock Option Agreement shall specify the date or event when all
or any installment of the Option is to become exercisable. The Stock Option Agreement shall also specify the term of the Option; provided that the term of an ISO shall in no event exceed 10 years from the date of grant. A Stock Option Agreement
may provide for accelerated exercisability in the event of the Optionee’s death, disability or retirement or other events and may provide for expiration prior to the end of its term in the event of the termination of the Optionee’s
Service. 
 5.5 Modification or Assumption of Options. Within the limitations of the Plan, the Committee may modify,
reprice, extend or assume outstanding options or may accept the cancellation of outstanding options (whether granted by the Company or by another issuer) in return for the grant of new options for the same or a different number of shares and at the
same or a different exercise price. The foregoing notwithstanding, no modification of an Option shall, without the consent of the Optionee, alter or impair his or her rights or obligations under such Option. 

5.6 Buyout Provisions. The Committee may at any time (a) offer to buy out for a payment in cash or cash equivalents an Option
previously granted or (b) authorize an Optionee to elect to cash out an Option previously granted, in either case at such time and based upon such terms and conditions as the Committee shall establish. 

  
 - 6 -









 ARTICLE 6. PAYMENT FOR OPTION SHARES. 

6.1 General Rule. The entire Exercise Price of Common Shares issued upon exercise of Options shall be payable in cash or cash
equivalents at the time when such Common Shares are purchased, except that the Committee at its sole discretion may accept payment of the Exercise Price in any other form(s) described in this Article 6. However, if the Optionee is an Outside
Director or executive officer of the Company, he or she may pay the Exercise Price in a form other than cash or cash equivalents only to the extent permitted by section 13(k) of the Exchange Act. 

6.2 Surrender of Stock. With the Committee’s consent, all or any part of the Exercise Price may be paid by surrendering, or
attesting to the ownership of, Common Shares that are already owned by the Optionee. Such Common Shares shall be valued at their Fair Market Value on the date the new Common Shares are purchased under the Plan. 

6.3 Exercise/Sale. With the Committee’s consent, all or any part of the Exercise Price and any withholding taxes may be paid
by delivering (on a form prescribed by the Company) an irrevocable direction to a securities broker approved by the Company to sell all or part of the Common Shares being purchased under the Plan and to deliver all or part of the sales proceeds to
the Company. 
 6.4 Net Issuance. With the Committee’s consent, all or any part of the Exercise Price and any
withholding taxes may be paid by reducing the number of Common Shares otherwise issuable to the Optionee upon exercise of the Option by a number of shares of Common Stock having a Fair Market Value equal to the amount of such Exercise Price or
withholding taxes to be so paid. 
 6.5 Other Forms of Payment. With the Committee’s consent, all or any part of the
Exercise Price and any withholding taxes may be paid in any other form that is consistent with applicable laws, regulations and rules. 
 ARTICLE 7. STOCK APPRECIATION RIGHTS. 
 7.1 SAR Agreement. Each grant
of an SAR under the Plan shall be evidenced by an SAR Agreement between the Optionee and the Company. Such SAR shall be subject to all applicable terms of the Plan and may be subject to any other terms that are not inconsistent with the Plan. The
provisions of the various SAR Agreements entered into under the Plan need not be identical. 
 7.2 Number of Shares. Each
SAR Agreement shall specify the number of Common Shares to which the SAR pertains and shall provide for the adjustment of such number in accordance with Article 12. SARs granted to any Optionee in a single calendar year shall in no event pertain to
more than 1,083,018 Common Shares. The limitation set forth in the preceding sentence shall be subject to adjustment in accordance with Article 12. 
 7.3 Exercise Price. Each SAR Agreement shall specify the Exercise Price; provided that the Exercise Price shall in no event be less than 100% of the Fair Market Value of a Common Share on the date
of grant. 

  
 - 7 -









 7.4 Exercisability and Term. Each SAR Agreement shall specify the date all or any
installment of the SAR is to become exercisable. The SAR Agreement shall also specify the term of the SAR. An SAR Agreement may provide for accelerated exercisability in the event of the Optionee’s death, disability or retirement or other
events and may provide for expiration prior to the end of its term in the event of the termination of the Optionee’s Service. 
 7.5 Exercise of SARs. Upon exercise of an SAR, the Optionee (or any person having the right to exercise the SAR after his or her death) shall receive from the Company consideration in the form of
(a) Common Shares, (b) cash or (c) a combination of Common Shares and cash, as the Committee shall determine. Each SAR Agreement shall specify the amount and/or Fair Market Value of the consideration that the Optionee will receive
upon exercising the SAR; provided that the aggregate consideration shall not exceed the amount by which the Fair Market Value (on the date of exercise) of the Common Shares subject to the SAR exceeds the Exercise Price of the SAR. If, on the date an
SAR expires, the Exercise Price of the SAR is less than the Fair Market Value of the Common Shares subject to the SAR on such date but any portion of the SAR has not been exercised, then the SAR shall automatically be deemed to be exercised as of
such date with respect to such portion. An SAR Agreement may also provide for an automatic exercise of the SAR on an earlier date. 
 7.6 Modification or Assumption of SARs. Within the limitations of the Plan, the Committee may modify, reprice, extend or assume outstanding SARs or may accept the cancellation of outstanding SARs
(whether granted by the Company or by another issuer) in return for the grant of new SARs for the same or a different number of shares and at the same or a different exercise price. The foregoing notwithstanding, no modification of an SAR shall,
without the consent of the Optionee, alter or impair his or her rights or obligations under such SAR. 
 ARTICLE 8.
RESTRICTED SHARES. 
 8.1 Restricted Stock Agreement. Each grant of Restricted Shares under the Plan shall be
evidenced by a Restricted Stock Agreement between the recipient and the Company. Such Restricted Shares shall be subject to all applicable terms of the Plan and may be subject to any other terms that are not inconsistent with the Plan. The
provisions of the various Restricted Stock Agreements entered into under the Plan need not be identical. 
 8.2 Payment for
Awards. Restricted Shares may be sold or awarded under the Plan for such consideration as the Committee may determine, including (without limitation) cash, cash equivalents, property, full-recourse promissory notes, past services and future
services. If the Participant is an Outside Director or executive officer of the Company, he or she may pay for Restricted Shares with a promissory note only to the extent permitted by Section 13(k) of the Exchange Act. Within the limitations of
the Plan, the Committee may accept the cancellation of outstanding options in return for the grant of Restricted Shares. 

8.3 Vesting Conditions. Each Award of Restricted Shares may or may not be subject to vesting. Vesting shall occur, in full or in
installments, upon satisfaction of the conditions specified in the Restricted Stock Agreement. The Committee may include among such conditions the requirement that the performance of the Company or a business unit of the


  
 - 8 -









 
Company for a specified period of one or more fiscal years equal or exceed a target determined in advance by the Committee. The Committee shall determine such performance. Such target shall be
based on one or more of the criteria set forth in Appendix A. The Committee shall identify such target not later than the 90th day of such period. In no event shall more than 1,083,018 Restricted Shares that are subject to performance-based
vesting conditions be granted to any Participant in a single fiscal year of the Company, subject to adjustment in accordance with Article 12. A Restricted Stock Agreement may provide for accelerated vesting in the event of the Participant’s
death, disability or retirement or other events. 
 8.4 Number of Restricted Shares. The aggregate number of Restricted
Shares issued under the Plan shall not exceed 1,624,500, subject to adjustment pursuant to Article 12. 
 8.5 Voting and
Dividend Rights. The holders of Restricted Shares awarded under the Plan shall have the same voting, dividend and other rights as the Company’s other stockholders. A Restricted Stock Agreement, however, may require that the holders of
Restricted Shares invest any cash dividends received in additional Restricted Shares. Such additional Restricted Shares shall be subject to the same conditions and restrictions as the Award with respect to which the dividends were paid. 

ARTICLE 9. STOCK UNITS. 
 9.1 Stock Unit Agreement. Each grant of Stock Units under the Plan shall be evidenced by a Stock Unit Agreement between the recipient and the Company. Such Stock Units shall be subject to all
applicable terms of the Plan and may be subject to any other terms that are not inconsistent with the Plan. The provisions of the various Stock Unit Agreements entered into under the Plan need not be identical. 

9.2 Payment for Awards. To the extent that an Award is granted in the form of Stock Units, no cash consideration shall be required
of the Award recipients. 
 9.3 Vesting Conditions. Each Award of Stock Units may or may not be
subject to vesting. Vesting shall occur, in full or in installments, upon satisfaction of the conditions specified in the Stock Unit Agreement. The Committee may include among such conditions the requirement that the performance of the Company or a
business unit of the Company for a specified period of one or more fiscal years equal or exceed a target determined in advance by the Committee. The Committee shall determine such performance. Such target shall be based on one or more of the
criteria set forth in Appendix A. The Committee shall identify such target not later than the 90th day of such period. In no event shall more than 1,083,018 Stock Units that are subject to performance-based vesting conditions be granted to any Participant in a single fiscal year of the Company,
subject to adjustment in accordance with Article 12. A Stock Unit Agreement may provide for accelerated vesting in the event of the Participant’s death, disability or retirement or other events. 

9.4 Voting and Dividend Rights. The holders of Stock Units shall have no voting rights. Prior to settlement or forfeiture, any
Stock Unit awarded under the Plan may, at the Committee’s discretion, carry with it a right to dividend equivalents. Such right entitles the holder to be credited with an amount equal to all cash dividends paid on one Common Share while the
Stock Unit is outstanding. Dividend equivalents may be converted into additional Stock Units. Settlement of dividend equivalents may be made in the form of cash, in the form of Common Shares, or in a combination of both. Prior to distribution, any
dividend equivalents that 

  
 - 9 -









 
are not paid shall be subject to the same conditions and restrictions as the Stock Units to which they attach. 
 9.5 Form and Time of Settlement of Stock Units. Settlement of vested Stock Units may be made in the form of (a) cash, (b) Common Shares or (c) any combination of both, as determined
by the Committee. The actual number of Stock Units eligible for settlement may be larger or smaller than the number included in the original Award, based on predetermined performance factors. Methods of converting Stock Units into cash may include
(without limitation) a method based on the average Fair Market Value of Common Shares over a series of trading days. Vested Stock Units may be settled in a lump sum or in installments. The distribution may occur or commence when all vesting
conditions applicable to the Stock Units have been satisfied or have lapsed, or it may be deferred to any later date. The amount of a deferred distribution may be increased by an interest factor or by dividend equivalents. Until an Award of Stock
Units is settled, the number of such Stock Units shall be subject to adjustment pursuant to Article 12. 
 9.6 Death of
Recipient. Any Stock Units Award that becomes payable after the recipient’s death shall be distributed to the recipient’s beneficiary or beneficiaries. Each recipient of a Stock Units Award under the Plan shall designate one or more
beneficiaries for this purpose by filing the prescribed form with the Company. A beneficiary designation may be changed by filing the prescribed form with the Company at any time before the Award recipient’s death. If no beneficiary was
designated or if no designated beneficiary survives the Award recipient, then any Stock Units Award that becomes payable after the recipient’s death shall be distributed to the recipient’s estate. 

9.7 Creditors’ Rights. A holder of Stock Units shall have no rights other than those of a general creditor of the Company.
Stock Units represent an unfunded and unsecured obligation of the Company, subject to the terms and conditions of the applicable Stock Unit Agreement. 
 ARTICLE 10. OTHER FORMS OF EQUITY-BASED AWARDS 
 10.1 Other Awards.
The Committee may grant such other forms of equity-based compensation awards as the Committee may from time to time determine it appropriate to grant. The terms of any such award shall be set forth in an Award Agreement between the recipient and the
Company. 
 ARTICLE 11. CHANGE IN CONTROL 
 11.1 Discretionary Changes. The Committee shall have the discretion, exercisable either at the time an Award is granted or at any time while the Award remains outstanding, to provide for the
automatic acceleration of vesting upon the occurrence of a Change in Control, whether or not the Award is to be assumed or replaced in the Change in Control, or in connection with a termination of a Participant’s Service following a Change in
Control. 

  
 - 10 -









 ARTICLE 12. PROTECTION AGAINST DILUTION. 

12.1 Adjustments. In the event of a subdivision of the outstanding Common Shares, a declaration of a dividend payable in Common
Shares or a combination or consolidation of the outstanding Common Shares (by reclassification or otherwise) into a lesser number of Common Shares, corresponding adjustments shall automatically be made in each of the following: 

(a) The aggregate number of Options, SARs, Restricted Shares and Stock Units available for future Awards under
Article 3, including the share limitation set forth in Section 3.1 and the share limitation set forth in Section 3.2; 
 (b) The number of Restricted Shares available for future Awards under Section 8.4. 
 (c) The limitations set forth in Sections 5.2, 7.2, 8.3 and 9.3; 
 (d) The number of Common Shares covered by each outstanding Option and SAR; 
 (e) The Exercise Price under each outstanding Option and SAR; or 

(f) The number of Stock Units included in any prior Award that has not yet been settled. 

12.2 Certain Dividends. In the event of a declaration of an extraordinary dividend payable in a form other than Common Shares in
an amount that has a material effect on the price of Common Shares, a recapitalization, a spin-off or a similar occurrence, the Committee shall make such adjustments as it, in its sole discretion, deems appropriate in one or more of the foregoing.
Except as provided in this Article 12, a Participant shall have no rights by reason of any issuance by the Company of stock of any class or securities convertible into stock of any class, any subdivision or consolidation of shares of stock of any
class, the payment of any stock dividend or any other increase or decrease in the number of shares of stock of any class. 

12.3 Dissolution or Liquidation. To the extent not previously exercised or settled, Options, SARs and Stock Units shall terminate
immediately prior to the dissolution or liquidation of the Company. 
 12.4 Reorganizations. In the event that the
Company is a party to a merger or consolidation, all outstanding Awards shall be subject to the agreement of merger or consolidation. Such agreement shall provide for one or more of the following: 

(a) The continuation of such outstanding Awards by the Company (if the Company is the surviving corporation). 

(b) The assumption of such outstanding Awards by the surviving corporation or its parent, provided that the assumption of
Options or SARs shall comply with section 424(a) of the Code (whether or not the Options are ISOs). 

  
 - 11 -









 (c) The substitution by the surviving corporation or its parent of new
awards for such outstanding Awards, provided that the substitution of Options or SARs shall comply with section 424(a) of the Code (whether or not the Options are ISOs). 

(d) The cancellation of such outstanding Options without payment of any consideration. The Optionees shall be able to
exercise such Options and SARs (each to the extent vested) during a period of not less than five full business days preceding the closing date of such merger or consolidation, unless (i) a shorter period is required to permit a timely closing
of such merger or consolidation and (ii) such shorter period still offers the Optionees a reasonable opportunity to exercise such Options and SARs. Any exercise of such Options and SARs during such period may be contingent on the closing of
such merger or consolidation. 
 (e) Full exercisability of outstanding Options and SARs and full vesting of the
Common Shares subject to such Options and SARs, followed by the cancellation of such Options and SARs. The full exercisability of such Options and SARs and full vesting of such Common Shares may be contingent on the closing of such merger or
consolidation. The Optionees shall be able to exercise such Options and SARs during a period of not less than five full business days preceding the closing date of such merger or consolidation, unless (i) a shorter period is required to permit
a timely closing of such merger or consolidation and (ii) such shorter period still offers the Optionees a reasonable opportunity to exercise such Options and SARs. Any exercise of such Options and SARs during such period may be contingent on
the closing of such merger or consolidation. 
 (f) The cancellation of outstanding Options and SARs and a
payment to the Optionees equal to the excess of (i) the Fair Market Value of the Common Shares subject to such Options and SARs (whether or not such Options and SARs are then exercisable or such Common Shares are then vested) as of the closing
date of such merger or consolidation over (ii) their Exercise Price. Such payment shall be made in the form of cash, cash equivalents, or securities of the surviving corporation or its parent with a Fair Market Value equal to the required
amount. Such payment may be made in installments and may be deferred until the date or dates when such Options and SARs would have become exercisable or such Common Shares would have vested. Such payment may be subject to vesting based on the
Optionee’s continuing Service, provided that the vesting schedule shall not be less favorable to the Optionee than the schedule under which such Options and SARs would have become exercisable or such Common Shares would have vested. If the
Exercise Price of the Common Shares subject to such Options and SARs exceeds the Fair Market Value of such Common Shares, then such Options and SARs may be cancelled without making a payment to the Optionees. For purposes of this
Subsection (e), the Fair Market Value of any security shall be determined without regard to any vesting conditions that may apply to such security. 
 (g) The cancellation of outstanding Stock Units and a payment to the Participants equal to the Fair Market Value of the Common Shares subject to such Stock Units (whether or not such Stock Units are then
vested) as of the closing date of such merger or consolidation. Such payment shall be made in the form of cash, cash 

  
 - 12 -









 
equivalents, or securities of the surviving corporation or its parent with a Fair Market Value equal to the required amount. Such payment may be made in installments and may be deferred until the
date or dates when such Stock Units would have vested. Such payment may be subject to vesting based on the Participant’s continuing Service, provided that the vesting schedule shall not be less favorable to the Participant than the schedule
under which such Stock Units would have vested. For purposes of this Subsection (f), the Fair Market Value of any security shall be determined without regard to any vesting conditions that may apply to such security. 

ARTICLE 13. PAYMENT OF DIRECTOR’S FEES IN SECURITIES 
 13.1 Effective Date. No provision of this Article 13 shall be effective unless and until the Board has determined to implement such provision. 

13.2 Elections to Receive NSOs, Restricted Shares or Stock Units. With the consent of the disinterested members of the Board, an
Outside Director may elect to receive his or her annual retainer payments and/or meeting fees from the Company in the form of cash, NSOs, Restricted Shares or Stock Units, or a combination thereof, as determined by the Board. Such NSOs, Restricted
Shares and Stock Units shall be issued under the Plan. An election under this Article 13 shall be filed with the Company on the prescribed form. 
 13.3 Number and Terms of NSOs, Restricted Shares or Stock Units. The number of NSOs, Restricted Shares or Stock Units to be granted to Outside Directors in lieu of annual retainers and meeting fees
that would otherwise be paid in cash shall be calculated in a manner determined by the Board. The Board shall also determine the terms of such NSOs, Restricted Shares or Stock Units. 

ARTICLE 14. LIMITATION ON RIGHTS. 
 14.1 Retention Rights. Neither the Plan nor any Award granted under the Plan shall be deemed to give any individual a right to remain an Employee, Outside Director or Consultant. The Company and
its Parents, Subsidiaries and Affiliates reserve the right to terminate the Service of any Employee, Outside Director or Consultant at any time, with or without cause, subject to applicable laws, the Company’s certificate of incorporation and
by-laws and a written employment agreement (if any). 
 14.2 Stockholders’ Rights. A Participant shall have no
dividend rights, voting rights or other rights as a stockholder with respect to any Common Shares covered by his or her Award prior to the time when a stock certificate for such Common Shares is issued or, if applicable, the time when he or she
becomes entitled to receive such Common Shares by filing any required notice of exercise and paying any required Exercise Price. No adjustment shall be made for cash dividends or other rights for which the record date is prior to such time, except
as expressly provided in the Plan. 
 14.3 Regulatory Requirements. Any other provision of the Plan notwithstanding, the
obligation of the Company to issue Common Shares under the Plan shall be subject to all applicable laws, rules and regulations and such approval by any regulatory body as may be required. The Company reserves the right to restrict, in whole or in
part, the delivery of 

  
 - 13 -









 
Common Shares pursuant to any Award prior to the satisfaction of all legal requirements relating to the issuance of such Common Shares, to their registration, qualification or listing or to an
exemption from registration, qualification or listing. 
 ARTICLE 15. WITHHOLDING TAXES. 

15.1 General. To the extent required by applicable federal, state, local or foreign law, a Participant or his or her successor
shall make arrangements satisfactory to the Company for the satisfaction of any withholding tax obligations that arise in connection with the Plan. The Company shall not be required to issue any Common Shares or make any cash payment under the Plan
until such obligations are satisfied. 
 15.2 Share Withholding. To the extent that applicable law subjects a Participant
to tax withholding obligations, the Committee may permit such Participant to satisfy all or part of such obligations by having the Company withhold all or a portion of any Common Shares that otherwise would be issued to him or her or by surrendering
all or a portion of any Common Shares that he or she previously acquired. Such Common Shares shall be valued at their Fair Market Value on the date they are withheld or surrendered. 

ARTICLE 16. FUTURE OF THE PLAN. 
 16.1 Term of the Plan. The Plan, as set forth herein, shall become effective upon the effectiveness of the Registration Statement for the IPO. The Plan shall remain in effect until the earlier of
(a) the date the Plan is terminated under Section 15.2 or (b) the 10th anniversary of the date the Board adopted the Plan. 
 16.2 Amendment or
Termination. The Board may, at any time and for any reason, amend or terminate the Plan. No Awards shall be granted under the Plan after the termination thereof. The termination of the Plan, or any amendment thereof, shall not affect any Award
previously granted under the Plan. 
 16.3 Stockholder Approval. An amendment of the Plan shall be subject to the
approval of the Company’s stockholders only to the extent required by applicable laws, regulations or rules. However, section 162(m) of the Code may require that the Company’s stockholders approve the performance criteria set forth in
Appendix A not later than the first meeting of stockholders that occurs in the fifth year following the year in which the Company’s stockholders previously approved such criteria. 

ARTICLE 17. DEFINITIONS. 
 17.1 “Affiliate” means any entity other than a Subsidiary, if the Company and/or one or more Subsidiaries own not less than 50% of such entity. 

17.2 “Award” means any award of an Option, an SAR, a Restricted Share, a Stock Unit, or another form of
equity-based compensation award under the Plan. 
 17.3 “Board” means the Company’s Board of
Directors, as constituted from time to time. 

  
 - 14 -









 17.4 “Change in Control” means: 

(a) The consummation of a merger or consolidation of the Company with or into another entity or any other corporate
reorganization, if persons who were not stockholders of the Company immediately prior to such merger, consolidation or other reorganization own immediately after such merger, consolidation or other reorganization 50% or more of the voting power of
the outstanding securities of each of (i) the continuing or surviving entity and (ii) any direct or indirect parent corporation of such continuing or surviving entity; 

(b) The sale, transfer or other disposition of all or substantially all of the Company’s assets; 

(c) A change in the composition of the Board, as a result of which fewer than 50% of the incumbent directors are directors
who either: 
 (i.) Had been directors of the Company on the date 24 months prior to the date of such change in
the composition of the Board (the “Original Directors”); or 
 (ii.) Were appointed to the Board, or
nominated for election to the Board, with the affirmative votes of at least a majority of the aggregate of (A) the Original Directors who were in office at the time of their appointment or nomination and (B) the directors whose appointment
or nomination was previously approved in a manner consistent with this Paragraph (ii); or 
 (d) Any
transaction as a result of which any person is the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing at least 50% of the total voting power
represented by the Company’s then outstanding voting securities. For purposes of this Subsection (d), the term “person” shall have the same meaning as when used in sections 13(d) and 14(d) of the Exchange Act but shall
exclude (i) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or of a Parent or Subsidiary and (ii) a corporation owned directly or indirectly by the stockholders of the Company in substantially
the same proportions as their ownership of the common stock of the Company. 
 A transaction shall not constitute a Change in Control if its
sole purpose is to change the state of the Company’s incorporation or to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such
transaction. 
 17.5 “Code” means the Internal Revenue Code of 1986, as amended. 

17.6 “Committee” means a committee of the Board, as described in Article 2. 

17.7 “Common Share” means one share of the common stock of the Company. 

  
 - 15 -









 17.8 “Company” means FusionStorm Global Inc., a Delaware
corporation. 
 17.9 “Consultant” means a consultant or adviser who provides bona fide services to the
Company, a Parent, a Subsidiary or an Affiliate as an independent contractor. 
 17.10 “Employee” means
a common-law employee of the Company, a Parent, a Subsidiary or an Affiliate. 
 17.11 “Exchange Act”
means the Securities Exchange Act of 1934, as amended. 
 17.12 “Exercise Price,” in the case of an
Option, means the amount for which one Common Share may be purchased upon exercise of such Option, as specified in the applicable Stock Option Agreement. “Exercise Price,” in the case of an SAR, means an amount, as specified in the
applicable SAR Agreement, which is subtracted from the Fair Market Value of one Common Share in determining the amount payable upon exercise of such SAR. 
 17.13 “Fair Market Value” means the market price of Common Shares, determined by the Committee in good faith on such basis as it deems appropriate. Whenever possible, the
determination of Fair Market Value by the Committee shall be based on the prices reported in The Wall Street Journal. Such determination shall be conclusive and binding on all persons. 

17.14 “IPO” means the initial public offering of the Company’s Common Stock. 

17.15 “ISO” means an incentive stock option described in section 422(b) of the Code. 

17.16 “NSO” means a stock option not described in sections 422 or 423 of the Code. 

17.17 “Option” means an ISO or NSO granted under the Plan and entitling the holder to purchase Common Shares.

 17.18 “Optionee” means an individual or estate who holds an Option or SAR. 

17.19 “Outside Director” means a member of the Board who is not an Employee. 

17.20 “Parent” means any corporation (other than the Company) in an unbroken chain of corporations ending with
the Company, if each of the corporations other than the Company owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. A corporation that attains the status of a
Parent on a date after the adoption of the Plan shall be considered a Parent commencing as of such date. 
 17.21
“Participant” means an individual or estate who holds an Award. 

  
 - 16 -









 17.22 “Plan” means this FusionStorm Global Inc. 2011 Equity
Incentive Plan, as amended from time to time. 
 17.23 “Predecessor Plan” means the Company’s
existing Amended and Restated 2001 Stock Option and Grant Plan. 
 17.24 “Restricted Share” means a
Common Share awarded pursuant to Article 8 of the Plan. 
 17.25 “Restricted Stock Agreement” means the
agreement between the Company and the recipient of a Restricted Share that contains the terms, conditions and restrictions pertaining to such Restricted Share. 
 17.26 “SAR” means a stock appreciation right granted under the Plan. 
 17.27 “SAR Agreement” means the agreement between the Company and an Optionee that contains the terms, conditions and restrictions pertaining to his or her SAR. 

17.28 “Service” means service as an Employee, Outside Director or Consultant. 

17.29 “Stock Option Agreement” means the agreement between the Company and an Optionee that contains the terms,
conditions and restrictions pertaining to his or her Option. 
 17.30 “Stock Unit” means a bookkeeping
entry representing the equivalent of one Common Share, as awarded under the Plan. 
 17.31 “Stock Unit
Agreement” means the agreement between the Company and the recipient of a Stock Unit that contains the terms, conditions and restrictions pertaining to such Stock Unit. 

17.32 “Subsidiary” means any corporation (other than the Company) in an unbroken chain of corporations beginning
with the Company, if each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. A
corporation that attains the status of a Subsidiary on a date after the adoption of the Plan shall be considered a Subsidiary commencing as of such date. 

  
 - 17 -









 APPENDIX A 

PERFORMANCE CRITERIA FOR RESTRICTED SHARES AND STOCK UNITS 
 The performance goals that may be used by the Committee for such awards shall consist of: operating profits (including EBITDA), net profits, earnings per share, profit returns and margins, revenues,
sales, bookings, stockholder return and/or value, stock price, working capital and staff retention. Performance goals may be measured solely on a corporate, subsidiary or business unit basis, or a combination thereof. Further, performance criteria
may reflect absolute entity performance or a relative comparison of entity performance to the performance of a peer group of entities or other external measure of the selected performance criteria.