EX-10.1



 Exhibit 10.1 

BIOMARIN PHARMACEUTICAL INC. 

2014 INDUCEMENT PLAN 
  

 
 PLAN DOCUMENT 

 
  
  

	1.	Establishment, Purpose, and Types of Awards 

 BioMarin Pharmaceutical Inc. (the
“Company”) hereby establishes this equity-based incentive inducement plan to be known as the “BioMarin Pharmaceutical Inc. 2014 Inducement Plan” (hereinafter referred to as the “Plan”), in order to advance
the interests of the Company by providing a material inducement for the best available individuals to join the Company and its Subsidiary Corporations as Employees by affording such individuals an opportunity to acquire a proprietary interest in the
Company. The Company intends that the Plan be reserved for persons whom the Company may issue Shares without stockholder approval pursuant to Rule 5635(c)(4) of the NASDAQ Listing Rules. 

The Plan permits grants of the following types of awards (“Awards”), according to the Sections of the Plan listed here: 

 

			
	Section 6	  	Options
		
	Section 7	  	Restricted Shares, Restricted Share Units, and Unrestricted Shares
		
	Section 8	  	Deferred Share Units
		
	Section 9	  	Performance Awards

 The Plan is not intended to affect and shall not affect any stock options, equity-based compensation, or other
benefits that the Company or its Affiliates may have provided, or may separately provide in the future pursuant to any agreement, plan, or program that is independent of this Plan. 

 

	2.	Defined Terms 

 Terms in the Plan that begin with an initial capital letter have the
defined meaning set forth in Appendix A, unless defined elsewhere in this Plan or the context of their use clearly indicates a different meaning. 
  

	3.	Shares Subject to the Plan 

 Subject to the provisions of Section 12, the
maximum number of Shares that the Company may issue for all Awards shall not exceed 1,700,000 Shares. For all Awards, the Shares issued pursuant to the Plan may be authorized but unissued Shares, or Shares that the Company has reacquired or
otherwise holds in treasury. 
 Shares that are subject to an Award that for any reason expires, is forfeited, is cancelled, or becomes
unexercisable, and Shares that are for any other reason not paid or delivered under the Plan shall again, except to the extent prohibited by Applicable Law, be available for subsequent Awards under the Plan to the extent provided in this paragraph.
The following Shares shall not be added back to the Shares authorized for issuance under the Plan: (i) Shares tendered by a Participant or withheld by the Company in payment of the exercise price of an Option or other obligation owed by the
Participant to the Company in connection with the exercise or settlement of the Award, (ii) Shares tendered by a Participant or withheld by the Company to satisfy any tax withholding obligation with respect to an Award, and (iii) Shares
subject to an Award that settled for cash (in whole or in part). 

  
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	4.	Administration 

 (a) General. The Committee shall administer
the Plan in accordance with its terms, provided that the Board may act in lieu of the Committee on any matter. Notwithstanding the foregoing, grants of Awards must be approved by the Committee or a majority of the Company’s independent
directors (as defined in Rule 5605(a)(2) of the NASDAQ Listing Rules). The Committee shall hold meetings at such times and places as it may determine and shall make such rules and regulations for the conduct of its business as it deems advisable. In
the absence of a duly appointed Committee or if the Board otherwise chooses to act in lieu of the Committee, the Board shall function as the Committee for all purposes of the Plan. 

(b) Committee Composition. The Board shall appoint the members of the Committee. The Board may at any time appoint
additional members to the Committee, remove and replace members of the Committee with or without Cause, and fill vacancies on the Committee however caused. Unless otherwise directed by the Board, the Committee shall be the Compensation Committee of
the Board. 
 (c) Powers of the Committee. Subject to the provisions of the Plan, the Committee shall have the
authority, in its sole discretion: 
 (i) to determine Eligible Persons to whom Awards shall be granted from time to
time and the number of Shares or units to be covered by each Award; 
 (ii) to determine, from time to time, the Fair Market
Value of Shares; 
 (iii) to determine, and to set forth in Award Agreements, the terms and conditions of all Awards,
including any applicable exercise or purchase price, the installments and conditions under which an Award shall become vested (which may be based on performance), terminated, expired, cancelled, or replaced, and the circumstances for vesting
acceleration or waiver of forfeiture restrictions, and other restrictions and limitations; 
 (iv) to approve the forms of
Award Agreements and all other documents, notices and certificates in connection therewith which need not be identical either as to type of Award or among Participants; 

(v) to construe and interpret the terms of the Plan and any Award Agreement, to determine the meaning of their terms, and to
prescribe, amend, and rescind rules and procedures relating to the Plan and its administration; 
 (vi) in order to fulfill
the purposes of the Plan and without amending the Plan, modify, cancel, or waive the Company’s rights with respect to any Awards, to adjust or to modify Award Agreements for changes in Applicable Law, and to recognize differences in foreign
law, tax policies, or customs; and 
 (vii) to make all other interpretations and to take all other actions that the
Committee may consider necessary or advisable to administer the Plan or to effectuate its purposes. 
 Subject to Applicable Law and the
restrictions set forth in the Plan, the Committee may delegate administrative functions to individuals who are Reporting Persons, officers, or Employees of the Company or its Affiliates. 

(d) Deference to Committee Determinations. The Committee shall have the discretion to interpret or construe ambiguous, unclear,
or implied (but omitted) terms in any fashion it deems to be appropriate in its sole discretion, and to make any findings of fact needed in the administration of the Plan or Award Agreements. The Committee’s prior exercise of its discretionary
authority shall not obligate it to exercise its authority in a like fashion thereafter. The Committee’s interpretation and construction of any provision of the Plan, or of any Award or Award Agreement, shall be final, binding, and conclusive.
The validity of any such interpretation, construction, decision or finding of fact shall not be given de novo review if challenged in court, by arbitration, or in any other forum, and shall be upheld unless clearly made in bad faith or materially
affected by fraud. 

  
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 (e) Prohibition on Repricing. Notwithstanding anything contained in this Plan to
the contrary, unless the Company has obtained the consent of a majority of the stockholders of the Company, in no event will the Committee or the Company authorize any amendment to the Plan, or to any Award under the Plan, that would effect a
reduction in the price per Share of such Award, other than as a result of a stock split or other recapitalization as contemplated by Section 12. Furthermore, except as contemplated by Section 12,
no Award shall be cancelled and replaced with a grant of an Award having a lesser price per Share without the consent of a majority of the stockholders of the Company. 

(f) No Liability; Indemnification. Neither the Board nor any Committee member, nor any Person acting at the direction of the
Board or the Committee, shall be liable for any act, omission, interpretation, construction or determination made in good faith with respect to the Plan, any Award or any Award Agreement. The Company and its Affiliates shall pay or reimburse any
member of the Committee, as well as any Director or Employee who takes action in connection with the Plan, for all expenses incurred with respect to the Plan, and to the full extent allowable under Applicable Law shall indemnify each and every one
of them for any claims, liabilities, and costs (including reasonable attorney’s fees) arising out of their good faith performance of duties under the Plan. The Company and its Affiliates may obtain liability insurance for this purpose.

  

	5.	Eligibility 

 (a) General Rule. Awards may be granted to
Eligible Persons so long as the following requirements are met: (i) the Eligible Person was not previously an Employee or Director, or the Eligible Person is returning to the employment of the Company or a Subsidiary Corporation following a
bona-fide period of non-employment, and (ii) the grant of an Award under the Plan is a material inducement to the Eligible Person’s decision to enter into the employment of the Company or a Subsidiary Corporation. 

(b) Grant of Awards. Subject to the express provisions of the Plan, the Committee shall determine from the class of Eligible
Persons those individuals to whom Awards under the Plan may be granted, the number of Shares subject to each Award, the price (if any) to be paid for the Shares or the Award, and in the case of Performance Awards, in addition to the matters
addressed in Section 9, the specific objectives, goals and performance criteria that further define the Performance Award. Eligible Persons may be granted more than one Award. However, eligibility in accordance with
this Section 5 shall not entitle any person to be granted an Award, or, having been granted an Award, to be granted an additional Award. Each Award shall be evidenced by an Award Agreement signed by the Company and, if
required by the Committee, by the Participant. The Award Agreement shall set forth the material terms and conditions of the Award established by the Committee, and each Award shall be subject to the terms and conditions set forth in
Sections 22, 23, and 24 unless otherwise specifically provided in an Award Agreement. 
  

	6.	Option Awards 

 (a) Types; Documentation. The Committee may in its
discretion grant Options pursuant to Award Agreements that are delivered to Participants. Each Option shall be designated in the Award Agreement as a Non-ISO. At the sole discretion of the Committee, any Option may be exercisable, in whole or in
part, immediately upon the grant thereof, or only after the occurrence of a specified event, or only in installments, which installments may vary; provided that each such Award Agreement shall require as a condition of exercisability and/or vesting
that the Participant commence employment with the Company or a Subsidiary Corporation. Options granted under the Plan may contain such terms and provisions not inconsistent with the Plan that the Committee shall deem advisable in its sole and
absolute discretion. 
 (b) Term of Options. Each Award Agreement shall specify a term at the end of which the Option
automatically expires, subject to earlier termination provisions contained in Section 6(h) hereof; provided, that, the term of any Option may not exceed ten years from the Grant Date 

(i) Exercise Price. The exercise price of an Option shall be determined by the Committee in its sole discretion and
shall be set forth in the Award Agreement, provided that, such per Share exercise price shall not be less than 100% of the Fair Market Value per Share on the Grant Date. 

(c) Exercise of Option. The times, circumstances and conditions under which an Option shall be exercisable shall be determined
by the Committee in its sole discretion and set forth in the Award Agreement. The 

  
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Committee shall have the discretion to determine whether and to what extent the vesting of Options shall be tolled during any unpaid leave of absence; provided, however, that in the absence
of such determination, vesting of Options shall be tolled during any such leave approved by the Company. 
 (d) Minimum
Exercise Requirements. An Option may not be exercised for a fraction of a Share. The Committee may require in an Award Agreement that an Option be exercised as to a minimum number of Shares, provided that such requirement shall not prevent a
Participant from purchasing the full number of Shares as to which the Option is then exercisable. 
 (e) Methods of
Exercise. Prior to its expiration pursuant to the terms of the applicable Award Agreement, and subject to the times, circumstances and conditions for exercise contained in the applicable Award Agreement, each Option may be exercised, in whole or
in part (provided that the Company shall not be required to issue fractional shares), by delivery of written notice of exercise to the secretary of the Company accompanied by the full exercise price of the Shares being purchased. The methods of
payment that the Committee may in its discretion accept or commit to accept in an Award Agreement include: 
 (i) cash
or check payable to the Company (in U.S. dollars); 
 (ii) other Shares that (A) are owned by the Participant who is
purchasing Shares pursuant to an Option, (B) have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which the Option is being exercised, (C) were not acquired by such Participant
pursuant to the exercise of an Option, unless such Shares have been owned by such Participant for at least six months or such other period as the Committee may determine, (D) are all, at the time of such surrender, free and clear of any and all
claims, pledges, liens and encumbrances, or any restrictions which would in any manner restrict the transfer of such shares to or by the Company (other than such restrictions as may have existed prior to an issuance of such Shares by the Company to
such Participant), and (E) are duly endorsed for transfer to the Company; 
 (iii) a cashless exercise program that the
Committee may approve, from time to time in its discretion, pursuant to which a Participant may concurrently provide irrevocable instructions (A) to such Participant’s broker or dealer to effect the immediate sale of the purchased Shares
and remit to the Company, out of the sale proceeds available on the settlement date, sufficient funds to cover the exercise price of the Option plus all applicable taxes required to be withheld by the Company by reason of such exercise, and
(B) to the Company to deliver the certificates for the purchased Shares directly to such broker or dealer in order to complete the sale; or 

(iv) any combination of the foregoing methods of payment. 

The Company shall not be required to deliver Shares pursuant to the exercise of an Option until payment of the full exercise price therefore
is received by the Company. 
 (f) Termination of Continuous Service. The Committee may establish and set forth in the
applicable Award Agreement the terms and conditions on which an Option shall remain exercisable, if at all, following termination of a Participant’s Continuous Service. The Committee may waive or modify these provisions at any time. To the
extent that a Participant is not entitled to exercise an Option at the date of his or her termination of Continuous Service, or if the Participant (or other person entitled to exercise the Option) does not exercise the Option to the extent so
entitled within the time specified in the Award Agreement or below (as applicable), the Option shall terminate and the Shares underlying the unexercised portion of the Option shall revert to the Plan and become available for future Awards. In no
event may any Option be exercised after the expiration of the Option term as set forth in the Award Agreement. 

  
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 The following provisions shall apply to the extent an Award Agreement does not specify the terms
and conditions upon which an Option shall terminate when there is a termination of a Participant’s Continuous Service: 

(i) Termination other than Upon Disability or Death or for Cause. In the event of termination of a Participant’s
Continuous Service (other than as a result of Participant’s death, disability, retirement or termination for Cause), the Participant shall have the right to exercise an Option at any time within 90 days following such termination to the extent
the Participant was entitled to exercise such Option at the date of such termination. 
 (ii) Disability. In the event
of termination of a Participant’s Continuous Service as a result of his or her being Disabled, the Participant shall have the right to exercise an Option at any time within one year following such termination to the extent the Participant was
entitled to exercise such Option at the date of such termination. 
 (iii) Retirement. In the event of termination of
a Participant’s Continuous Service as a result of Participant’s Retirement, the Participant shall have the right to exercise the Option at any time within six months following such termination to the extent the Participant was entitled to
exercise such Option at the date of such termination. 
 (iv) Death. In the event of the death of a Participant during
the period of Continuous Service since the Grant Date of an Option, or within thirty days following termination of the Participant’s Continuous Service for any reason other than death, disability, retirement or for Cause, the Option may be
exercised, at any time within one year following the date of the Participant’s death, by the Participant’s estate or by a person who acquired the right to exercise the Option by bequest or inheritance, but only to the extent the right to
exercise the Option had vested at the date of death or, if earlier, the date the Participant’s Continuous Service terminated. 

(v) Cause. If the Committee determines that a Participant’s Continuous Service terminated due to Cause, the
Participant shall immediately forfeit the right to exercise any Option, and it shall be considered immediately null and void. 
 (g)
Reverse Vesting. The Committee in its sole discretion may allow a Participant to exercise unvested Options, in which case the Shares then issued shall be Restricted Shares having analogous vesting restrictions to the unvested Options.

  

	7.	Restricted Shares, Restricted Share Units, and Unrestricted Shares 

 (a)
Grants. The Committee may in its sole discretion grant restricted shares (“Restricted Shares”) to any Eligible Person and shall evidence such grant in an Award Agreement that is delivered to the Participant and
that sets forth the number of Restricted Shares, the purchase price for such Restricted Shares (if any), and the terms upon which the Restricted Shares may become vested. In addition, the Company may in its discretion grant to any Eligible Person
the right to receive Shares after certain vesting requirements are met (“Restricted Share Units”), and shall evidence such grant in an Award Agreement that is delivered to the Participant and that sets forth the number of Shares (or
formula, that may be based on future performance or conditions, for determining the number of Shares) that the Participant shall be entitled to receive upon vesting and the terms upon which the Shares subject to a Restricted Share Unit may become
vested and the delivery terms for such Shares. The Committee may condition any Award of Restricted Shares or Restricted Share Units to a Participant on receiving from the Participant such further assurances and documents as the Committee may require
to enforce the restrictions. In addition, the Committee may grant Awards hereunder in the form of unrestricted shares (“Unrestricted Shares”), which shall vest in full upon the date of grant or such other date as the Committee may
determine or which the Committee may issue pursuant to any program under which one or more Eligible Persons (selected by the Committee in its sole discretion) elect to pay for such Shares or to receive Unrestricted Shares in lieu of cash bonuses
that would otherwise be paid. 

  
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 (b) Vesting and Forfeiture. The Committee shall set forth in an Award Agreement
granting Restricted Shares or Restricted Share Units, the terms and conditions under which the Participant’s interest in the Restricted Shares or the Shares subject to Restricted Share Units will become vested and non-forfeitable; provided that
each such Award Agreement shall require as a condition of vesting and/or non-forfeitability that the Participant be an Employee. Except as set forth in the applicable Award Agreement or the Committee otherwise determines, upon termination of a
Participant’s Continuous Service for any reason, the Participant shall forfeit his or her unvested Restricted Shares and Restricted Share Units; provided that if a Participant purchases the Restricted Shares and forfeits them for any reason,
the Company shall return the purchase price to the Participant only if and to the extent set forth in an Award Agreement. 

(c) Issuance of Restricted Shares Prior to Vesting. The Company shall issue stock certificates that evidence Restricted Shares
pending the lapse of applicable restrictions, and that bear a legend making appropriate reference to such restrictions. A Participant shall have all the rights of a stockholder of the Company with respect to the Restricted Stock, including the right
to vote such shares. Notwithstanding the foregoing, except as set forth in the applicable Award Agreement or the Committee otherwise determines, the Company or a third party that the Company designates shall hold such Restricted Shares and any
dividends that accrue with respect to Restricted Shares pursuant to Section 7(e). 
 (d) Issuance
of Shares upon Vesting. As soon as practicable after vesting of a Participant’s Restricted Shares (or Shares underlying Restricted Share Units) and the Participant’s satisfaction of applicable tax withholding requirements, the Company
shall release to the Participant, free from the vesting restrictions, one Share for each vested Restricted Share (or issue one Share free of the vesting restriction for each vested Restricted Share Unit), unless an Award Agreement provides
otherwise. No fractional shares shall be distributed, and cash shall be paid in lieu thereof. 
 (e) Dividends Payable on
Vesting. Whenever unrestricted Shares are issued to a Participant pursuant to Section 7(d), the Participant shall also receive, with respect to each Share issued, (i) a number of Shares equal to the stock dividends
which were declared and paid in respect of each such Share to the holders of Shares between the Grant Date and the date such Share is issued, and (ii) a number of Shares having a Fair Market Value equal to any cash dividends that were paid in
respect to each such Share to the holders of Shares based on a record date between the Grant Date and the date such Share is issued. 

(f) Section 83(b) Elections. A Participant may make an election under Section 83(b) of the Code (the
“Section 83(b) Election”) with respect to Restricted Shares. If a Participant who has received Restricted Share Units provides the Committee with written notice of his or her intention to make a Section 83(b)
Election with respect to the Shares subject to such Restricted Share Units, the Committee may in its discretion convert the Participant’s Restricted Share Units into Restricted Shares, on a one-for-one basis, in full satisfaction of the
Participant’s Award of Restricted Share Units. The Participant may then make a Section 83(b) Election with respect to those Restricted Shares. Shares with respect to which a Participant makes a Section 83(b) Election shall not be
eligible for deferral pursuant to Section 8. 
 (g) Deferral Elections. To the extent
specifically provided in an Award Agreement, a Participant may irrevocably elect, in accordance with Section 8 below, to defer the receipt of all or a percentage of the Shares that would otherwise be transferred to the Participant upon the
vesting of an RSU Award provided the election is made on or before the 30th day following the Grant Date of the RSU Award and at least 12 months in advance of the earliest date the RSU Award could vest. If the Participant makes this election, the
Shares subject to the election, and any associated dividends and interest, shall be credited to an account established pursuant to Section 8 on the date such Shares would otherwise have been released or issued to the
Participant pursuant to 
Section 7(d). 
  

	8.	Deferred Share Units 

 (a) Elections to Defer. The Committee may permit any
Participant who is a member of a select group of management or highly compensated employees (within the meaning of the Code) to irrevocably elect, on a form provided by and acceptable to the Committee (the “Election
Form”), to forego the receipt of cash or other compensation (including the Shares deliverable pursuant to any RSU Award ), and in lieu thereof to have the Company credit to an internal Plan account (the
“Account”) a number of deferred share units (“Deferred Share 

  
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Units”) having a Fair Market Value equal to the Shares and other compensation deferred. These credits will be made at the end of each calendar month during which
compensation is deferred. In general, except as provided in Section 7(e) regarding deferral of Restricted Share Units and in Section 9(e) regarding deferral of Performance Awards, Election Forms must be submitted to the Committee no later
than December 31st of the calendar year preceding the calendar year in which the Eligible Person first performs the services that are attributable to the compensation being deferred. Notwithstanding the foregoing, any Eligible Person who first
becomes eligible to defer compensation under the Plan and is not eligible to defer or otherwise accrue an amount of deferred compensation under any other plan or arrangement that (i) is maintained by the Company or any other Affiliate that
would be considered a single employer with the Company pursuant to Code Sections 414(b) or 414(c) and (ii) constitutes a single plan under Treasury Regulation §1.409A-1(c)(2)(A), may submit his or her Election Form to the Committee no
later than 30 days after the date the Eligible Person first becomes eligible to defer compensation under the Plan; however, the Election Form may relate only to compensation that is to be paid for services performed after the date the Election Form
is submitted to the Committee. The Committee may reject any Election Form that it determines in its sole discretion does not satisfy the requirements of this paragraph. The Committee may unilaterally make Awards in the form of Deferred Share Units,
regardless of whether or not the Participant foregoes other compensation. 
 (b) Vesting. Unless an Award Agreement
expressly provides otherwise, each Participant shall be 100% vested at all times in any Shares subject to Deferred Share Units.  

(c) Issuances of Shares. Unless an Award Agreement expressly provides otherwise, the Company shall settle a Participant’s DSU
Award, by delivering one Share for each DSU, by paying the total amount due over five years as follows: for each year a payment is to be made and that payment shall equal as near as can be to one-fifth of the total amount due to be paid over the
five-year period and will be issued before the last day of each of the five calendar years that end after the date on which the Participant incurs a “separation from service” within the meaning of Treasury Regulations §1.409A-1(h) and
as further described in Section 8(e) hereof (“Separation from Service”), subject to – 
 (i) the
Participant’s right to elect a different form of distribution, only on a form provided by and acceptable to the Committee, that permits the Participant to select any combination of a lump sum and annual installments that are triggered by, and
completed within ten years following, the last day of the Participant’s Separation from Service, and 
 (ii) the
Company’s acceptance of the Participant’s distribution election form executed at the time the Participant elects to defer the receipt of cash or other compensation pursuant to Section 8(a), provided that the Participant
may change a distribution election through any subsequent election that (A) the Participant delivers to the Company at least one year before the date on which distributions are otherwise scheduled to commence pursuant to the Participant’s
initial distribution election, and (B) defers the commencement of distributions by at least five years from the originally scheduled distribution commencement date. 

(iii) Notwithstanding anything in this Plan or an Award Agreement to the contrary, if, at the time of the Participant’s
Separation from Service, the Participant is a “specified employee” (within the meaning of Section 409A of the Code and Treasury Regulation Section 1.409A-1(i)), the Company will not pay or provide any “Specified
Benefits” (as defined herein) during the six-month period beginning after the date of the Participant’s Separation from Service (the “409A Suspension Period”). In the event of a Participant’s death, however, the
Specified Benefits shall be paid to the Participant’s Beneficiary without regard to the 409A Suspension Period. For purposes of this Plan, “Specified Benefits” are any portion of the Participant’s DSU Award that would be subject
to Section 409A additional taxes if the Company were to pay it on account of the Participant’s Separation from Service. Within 14 calendar days after the end of the 409A Suspension Period, the Participant shall be paid a lump-sum payment
equal to any Specified Benefits delayed during the 409A Suspension Period 
 (d) Crediting of Dividends. Whenever Shares are
issued to a Participant pursuant to Section 8(c), the Participant shall also receive, with respect to each Share issued, (i) a number of Shares equal to any stock dividends


  
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which were declared and paid in respect of a Share to the holders of Shares between the Grant Date and the date such Share is issued, and (ii) a number of Shares having a Fair
Market Value equal to any cash dividends that were paid in respect of a Share to the holders of Shares based on a record date between the Grant Date and the date such Share is issued. 

(e) Emergency Withdrawals. In the event that a Participant suffers an unforeseeable emergency within the contemplation of this
Section, the Participant may apply to the Committee for an immediate distribution of all or a portion of the Participant’s DSUs. The unforeseeable emergency must result from a sudden and unexpected illness or accident of the Participant, the
Participant’s spouse, or a dependent (within the meaning of Code Section 152) of the Participant, casualty loss of the Participant’s property, or other similar extraordinary and unforeseeable conditions beyond the control of the
Participant. The Committee shall, in its sole and absolute discretion, determine whether a Participant has a qualifying unforeseeable emergency, may require independent verification of the emergency, and may determine whether or not to provide the
Participant with cash or Shares. Examples of purposes which are not considered unforeseeable emergencies include post-secondary school expenses or the desire to purchase a residence. In no event will a distribution be made to the extent the
unforeseeable emergency could be relieved through reimbursement or compensation by insurance or otherwise, or by liquidation of the Participant’s nonessential assets to the extent such liquidation would not itself cause a severe financial
hardship. The amount of any distribution hereunder shall be limited to the amount necessary to relieve the Participant’s unforeseeable emergency plus amounts necessary to pay taxes reasonably anticipated as a result of the distribution. The
number of Shares subject to the Participant’s DSU Award shall be reduced by any Shares distributed to the Participant and by a number of Shares having a Fair Market Value on the date of the distribution equal to any cash paid to the Participant
pursuant to this Section. For all DSUs granted to Participants who are U.S. taxpayers, the term “unforeseeable emergency” shall be interpreted in accordance with Code Section 409A. 

(f) Unsecured Rights to Deferred Compensation. A Participant’s right to Deferred Share Units shall at all times constitute
an unsecured promise of the Company to pay benefits as they come due. The right of the Participant or the Participant’s duly-authorized transferee to receive benefits hereunder shall be solely an unsecured claim against the general assets of
the Company. Neither the Participant nor the Participant’s duly-authorized transferee shall have any claim against or rights in any specific assets, shares, or other funds of the Company. 

 

	9.	Performance Awards 

 (a) Performance Units. The Committee may in its
discretion grant Performance Units to any Eligible Person and shall evidence such grant in an Award Agreement that is delivered to the Participant which sets forth the terms and conditions of the Award. 

(b) Performance Compensation Awards. The Committee may, at the time of grant of a Performance Unit, designate such Award as a
“Performance Compensation Award” (payable in cash or Shares) in order that such Award constitutes “qualified performance-based compensation” under Code Section 162(m), in which event the Committee shall have the power to
grant such Performance Compensation Award upon terms and conditions that qualify it as “qualified performance-based compensation” within the meaning of Code Section 162(m). With respect to each such Performance Compensation Award, the
Committee shall establish, in writing within the time required under Code Section 162(m), a “Performance Period,” “Performance Measure(s)”, and “Performance 
Formula(e)” (each such term being hereinafter
defined). 
 A Participant shall be eligible to receive payment in respect of a Performance Compensation Award only to the extent
that the Performance Measure(s) for such Award is achieved and the Performance Formula(e) as applied against such Performance Measure(s) determines that all or some portion of such Participant’s Award has been earned for the Performance Period.
As soon as practicable after the close of each Performance Period, the Committee shall review and certify in writing whether, and to what extent, the Performance Measure(s) for the Performance Period have been achieved and, if so, determine and
certify in writing the amount of the Performance Compensation Award to be paid to the Participant and, in so doing, may use negative discretion to decrease, but not increase, the amount of the Award otherwise payable to the Participant based upon
such performance. 

  
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 (c) Definitions. 

(i) “Performance Formula” means, for a Performance Period, one or more objective formulas or standards
established by the Committee for purposes of determining whether or the extent to which an Award has been earned based on the level of performance attained or to be attained with respect to one or more Performance Measure(s). Performance Formulae
may vary from Performance Period to Performance Period and from Participant to Participant and may be established on a stand-alone basis, in tandem or in the alternative. 

(ii) “Performance Measure” means one or more of the following selected by the Committee to measure Company,
Affiliate, and/or business unit performance for a Performance Period, whether in absolute or relative terms (including, without limitation, terms relative to a peer group or index): basic, diluted, or adjusted earnings per share; sales or revenue;
earnings before interest, taxes, and other adjustments (in total or on a per share basis); basic or adjusted net income; returns on equity, assets, capital, revenue or similar measure; economic value added; working capital; total shareholder return;
and business objectives tied to product development, product market share, research, licensing, litigation, human resources, information services, mergers, acquisitions, or sales of assets of Affiliates or business units. Each such measure shall be,
to the extent applicable, determined in accordance with generally accepted accounting principles as consistently applied by the Company (or such other standard applied by the Committee) and, if so determined by the Committee, and in the case of a
Performance Compensation Award, to the extent permitted under Code Section 162(m), adjusted to omit the effects of extraordinary items, gain or loss on the disposal of a business segment, unusual or infrequently occurring events and
transactions and cumulative effects of changes in accounting principles. Performance Measures may vary from Performance Period to Performance Period and from Participant to Participant, and may be established on a stand-alone basis, in tandem or in
the alternative. 
 (iii) “Performance Period” means one or more periods of time (of not less than one
fiscal year of the Company), as the Committee may designate, over which the attainment of one or more Performance Measure(s) will be measured for the purpose of determining a Participant’s rights in respect of an Award. 

(d) Deferral Elections. At any time prior to the date that is at least six months before the close of a Performance Period (or
shorter or longer period that the Committee selects) with respect to an Award of either Performance Units or Performance Compensation, the Committee may permit a Participant who is a member of a select group of management or highly compensated
employees (within the meaning of the Code) to irrevocably elect, on a form provided by and acceptable to the Committee, to defer the receipt of all or a percentage of the cash or Shares that would otherwise be transferred to the Participant upon the
vesting of such Award. If the Participant makes this election, the cash or Shares subject to the election, and any associated interest and dividends, shall be credited to an account established pursuant to Section 8 on the
date such cash or Shares would otherwise have been released or issued to the Participant pursuant to Section 9(a) or Section 9(b).  

 

	10.	Taxes 

 (a) General. As a condition to the issuance or distribution of
Shares pursuant to the Plan, the Participant (or in the case of the Participant’s death, the person who succeeds to the Participant’s rights) shall make such arrangements as the Company may require for the satisfaction of any applicable
federal, state, local or foreign withholding tax obligations that may arise in connection with the Award and the issuance of Shares. The Company shall not be required to issue any Shares until such obligations are satisfied. If the Committee allows
the withholding or surrender of Shares to satisfy a Participant’s tax withholding obligations, the Committee shall not allow Shares to be withheld in an amount that exceeds the minimum statutory withholding rates for federal and state tax
purposes, including payroll taxes. 
 (b) Default Rule. In the absence of any other arrangement, a Participant shall be
deemed to have directed the Company to withhold or collect from his or her cash compensation an amount sufficient to satisfy such tax obligations from the next payroll payment otherwise payable after the date of the exercise of an Award. 

(c) Special Rules. In the case where the next payroll payment under Section 10(b) is not sufficient to
satisfy such tax obligations, with respect to any remaining tax obligations, in the absence of any other arrangement 

  
 9 








 
and to the extent permitted under Applicable Law, the Participant shall be deemed to have elected to have the Company withhold from the Shares or cash to be issued pursuant to an Award that
number of Shares having a Fair Market Value determined as of the applicable Tax Date (as defined below) or cash equal to the amount required to be withheld. For purposes of this Section 10, the Fair Market Value of the
Shares to be withheld shall be determined on the date that the amount of tax to be withheld is to be determined under the Applicable Law (the “Tax Date”). 

(d) Surrender of Shares. If permitted by the Committee, in its discretion, a Participant may satisfy the minimum applicable tax
withholding and employment tax obligations associated with an Award by surrendering Shares to the Company (including Shares that would otherwise be issued pursuant to the Award) that have a Fair Market Value determined as of the applicable Tax Date
equal to the amount required to be withheld. In the case of Shares previously acquired from the Company that are surrendered under this Section 10, such Shares must have been owned by the Participant for more than six
months on the date of surrender (or such longer period of time the Company may in its discretion require). 
 (e) Income
Taxes and Deferred Compensation. Participants are solely responsible and liable for the satisfaction of all taxes and penalties that may arise in connection with Awards (including any taxes arising under Section 409A of the Code), and the
Company shall not have any obligation to indemnify or otherwise hold any Participant harmless from any or all of such taxes. The Committee shall have the discretion to organize any deferral program, to require deferral election forms, and to grant
or to unilaterally modify any Award in a manner that (i) conforms with the requirements of Section 409A of the Code with respect to compensation that is deferred and that vests after December 31, 2004, (ii) that voids any
Participant election to the extent it would violate Section 409A of the Code, and (iii) for any distribution election that would violate Section 409A of the Code, to make distributions pursuant to the Award at the earliest to occur of
a distribution event that is allowable under Section 409A of the Code or any distribution event that is both allowable under Section 409A of the Code and is elected by the Participant, subject to any valid second election to defer,
provided that the Committee permits second elections to defer in accordance with Section 409A(a)(4)(C). The Committee shall have the sole discretion to interpret the requirements of the Code, including Section 409A, for purposes of the
Plan and all Awards. 
  

	11.	Non-Transferability of Awards 

 (a) General. Except as set
forth in this Section 11, or as otherwise approved by the Committee, Awards may not be sold, pledged, assigned, hypothecated, transferred or disposed of in any manner other than by will or by the laws of descent or distribution, or in
the case of an option, pursuant to a domestic relations order as defined under Rule 16a-12 under the Exchange Act. The designation of a beneficiary by a Participant will not constitute a transfer. An Award may be exercised, during the lifetime of
the holder of an Award, only by such holder, the duly-authorized legal representative of a Participant who is Disabled, a transferee permitted by this Section 11 or by a bankruptcy trustee. 

(b) Limited Transferability Rights. Notwithstanding anything else in this Section 11, the Committee
may in its discretion provide in an Award Agreement that an Award relating to Non-ISOs, Restricted Shares, or Performance Units may be transferred, on such terms and conditions as the Committee deems appropriate, either (i) by instrument to the
Participant’s “Immediate Family” (as defined below), (ii) by instrument to an inter vivos or testamentary trust (or other entity) in which the Award is to be passed to the Participant’s designated beneficiaries, or
(iii) by gift to charitable institutions. Each share of restricted stock shall be non-transferable until such share becomes non-forfeitable. Any transferee of the Participant’s rights shall succeed and be subject to all of the terms of the
applicable Award Agreement and the Plan. “Immediate Family” means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law,
son-in-law, daughter-in-law, brother-in-law, or sister-in-law, and shall include adoptive relationships. 
  

	12.	Adjustments Upon Changes in Capitalization, Merger or Certain Other Transactions 


(a) Changes in Capitalization. The Committee shall equitably adjust the number of Shares covered by each outstanding Award, and
the number of Shares that have been authorized for issuance under the Plan but as to which no Awards have yet been granted or that have been returned to the Plan upon cancellation, forfeiture, or expiration of an Award, as well as the price per
Share covered by each such outstanding Award, to reflect any increase or decrease in the number of issued Shares resulting from a stock-split, reverse stock-split, stock dividend, 

  
 10 








 
combination, recapitalization or reclassification of the Shares, or any other increase or decrease in the number of issued Shares effected without receipt of consideration by the Company. In
the event of any such transaction or event, the Committee may provide in substitution for any or all outstanding Options under the Plan such alternative consideration (including securities of any surviving entity) as it may in good faith determine
to be equitable under the circumstances and may require in connection therewith the surrender of all Options so replaced. In any case, such substitution of securities shall not require the consent of any person who is granted Options pursuant to the
Plan. Except as expressly provided herein, or in an Award Agreement, if the Company issues for consideration shares of stock of any class or securities convertible into shares of stock of any class, the issuance shall not affect, and no adjustment
by reason thereof shall be required to be made with respect to the number or price of Shares subject to any Award. 
 (b)
Dissolution or Liquidation. In the event of the dissolution or liquidation of the Company other than as part of a Change in Control, each Award will terminate immediately prior to the consummation of such action, subject to the ability of the
Committee to exercise any discretion authorized in the case of a Change in Control. 
 (c) Change in Control. In the
event of a Change in Control, the Committee may in its sole and absolute discretion and authority, without obtaining the approval or consent of the Company’s stockholders or any Participant with respect to his or her outstanding Awards, take
one or more of the following actions: 
 (i) arrange for or otherwise provide that each outstanding Award shall be
assumed or a substantially similar award shall be substituted by a successor corporation or a parent or subsidiary of such successor corporation (the “Successor Corporation”); 

(ii) accelerate the vesting of Awards so that Awards shall vest (and, to the extent applicable, become exercisable) as to the
Shares that otherwise would have been unvested and provide that repurchase rights of the Company with respect to Shares issued upon exercise of an Award shall lapse as to the Shares subject to such repurchase right; 

(iii) arrange or otherwise provide for the payment of cash or other consideration to Participants in exchange for the
satisfaction and cancellation of outstanding Awards; 
 (iv) terminate such outstanding Awards upon the consummation of the
transaction, provided that the Committee may in its sole discretion provide for vesting of all or some outstanding Awards in full as of a date immediately prior to consummation of the Change in Control. To the extent that an Award is not exercised
prior to consummation of a transaction in which the Award is not being assumed or substituted, such Award shall terminate upon such consummation; or 

(v) make such other modifications, adjustments or amendments to outstanding Awards or this Plan as the Committee deems
necessary or appropriate, subject however to the terms of Section 14(a). 
 Notwithstanding the above, in the event a
Participant holding an Award assumed or substituted by the Successor Corporation in a Change in Control is Involuntarily Terminated by the Successor Corporation in connection with, or within 12 months following consummation of, the Change in
Control, then any assumed or substituted Award held by the terminated Participant at the time of termination shall accelerate and become fully vested (and exercisable in full in the case of Options), and any repurchase right applicable to any Shares
shall lapse in full, unless an Award Agreement provides for a more restrictive acceleration or vesting schedule or more restrictive limitations on the lapse of repurchase rights or otherwise places additional restrictions, limitations and conditions
on an Award. The acceleration of vesting and lapse of repurchase rights provided for in the previous sentence shall occur immediately prior to the effective date of the Participant’s termination, unless an Award Agreement provides otherwise.

 (d) Certain Distributions. In the event of any distribution to the Company’s stockholders of securities of any other
entity or other assets (other than dividends payable in cash or stock of the Company) without receipt of consideration by the Company, the Committee may, in its discretion, appropriately adjust the price per Share covered by each outstanding Award
to reflect the effect of such distribution. 

  
 11 









	13.	Time of Granting Awards. 

 The date of grant (“Grant Date”) of an Award
shall be the date on which the Committee makes the determination granting such Award or such later date as is determined by the Committee and set forth in the Award Agreement, provided that no Shares may be issued pursuant to any Award before the
commencement of the Participant’s employment relationship with the Company or any Subsidiary Corporation and no Award shall be made after the commencement of the Participant’s employment relationship with the Company or such Subsidiary
Corporation. 
  

	14.	Modification, Extension and Renewal of Awards. 

 Within the limitations of the Plan, the
Committee may modify an Award to accelerate the rate at which an Option may be exercised (including without limitation permitting an Option to be exercised in full without regard to the installment or vesting provisions of the applicable Award
Agreement or whether the Option is at the time exercisable, to the extent it has not previously been exercised), to accelerate the vesting of any Award, to extend or renew outstanding Awards or to accept the cancellation of outstanding Awards to the
extent not previously exercised. However, the Committee may not cancel an outstanding Option that is underwater for the purpose of reissuing the Option to the participant at a lower exercise price or granting a replacement award of a different type.
Notwithstanding the foregoing provision, no modification of an outstanding Award shall materially and adversely affect such Participant’s rights thereunder, unless either (i) the Participant provides written consent or (ii) before a
Change in Control the Committee determines in good faith that the modification is not materially adverse to the Participant. 
  

	15.	Term of Plan. 

 The Plan shall continue in effect until the date of the Company’s
2015 annual meeting of stockholders, unless the Plan is sooner terminated under Section 16. 
  

	16.	Amendment and Termination of the Plan. 

 (a) Authority to Amend or
Terminate. Subject to Applicable Laws, the Board may from time to time amend, alter, suspend, discontinue, or terminate the Plan; provided, however, that no such action of the Board shall take effect without approval of the stockholders of the
Company to the extent such approval is required by applicable law or determined by the Board to be necessary or desirable for any reason (including but not limited to the satisfaction of listing rules on a stock exchange).  

(b) Effect of Amendment or Termination. No amendment, suspension, or termination of the Plan shall materially and adversely
affect Awards already granted unless either it relates to an adjustment pursuant to Section 12, or modification pursuant to 
Section 14(a) above, or it is otherwise mutually agreed between the
Participant and the Committee, which agreement must be in writing and signed by the Participant and the Company. Notwithstanding the foregoing, the Committee may amend the Plan to eliminate provisions which are no longer necessary as a result of
changes in tax or securities laws or regulations, or in the interpretation thereof. 
  

	17.	Conditions Upon Issuance of Shares. 

 Notwithstanding any other provision of the Plan or
any agreement entered into by the Company pursuant to the Plan, the Company shall not be obligated, and shall have no liability for failure, to issue or deliver any Shares under the Plan unless such issuance or delivery would comply with Applicable
Law, with such compliance determined by the Company in consultation with its legal counsel. 
  

	18.	Reservation of Shares. 

 The Company, during the term of this Plan, will at all times
reserve and keep available such number of Shares as shall be sufficient to satisfy the requirements of the Plan. 

  
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	19.	Effective Date. 

 This Plan shall become effective on the date of its approval by the
Committee or a majority of the Company’s independent directors (as defined in Rule 5605(a)(2) of the NASDAQ Listing Rules), and no Shares shall be distributed before such approval. 

 

	20.	Controlling Law. 

 All disputes relating to or arising from the Plan shall be governed by
the internal substantive laws (and not the laws of conflicts of laws) of the State of Delaware, to the extent not preempted by United States federal law. If any provision of this Plan is held by a court of competent jurisdiction to be invalid and
unenforceable, the remaining provisions shall continue to be fully effective. 
  

	21.	Laws and Regulations. 

 (a) U.S. Securities Laws. This Plan, the grant of
Awards, and the exercise of Options under this Plan, and the obligation of the Company to sell or deliver any of its securities (including, without limitation, Options, Restricted Shares, Restricted Share Units, Deferred Share Units, and Shares)
under this Plan shall be subject to all Applicable Law. In the event that the Shares are not registered under the Securities Act of 1933, as amended (the “Act”), or any applicable state securities laws prior to the
delivery of such Shares, the Company may require, as a condition to the issuance thereof, that the persons to whom Shares are to be issued represent and warrant in writing to the Company that such Shares are being acquired by him or her for
investment for his or her own account and not with a view to, for resale in connection with, or with an intent of participating directly or indirectly in, any distribution of such Shares within the meaning of the Act, and a legend to that effect may
be placed on the certificates representing the Shares. 
 (b) Other Jurisdictions. To facilitate the making of any
grant of an Award under this Plan, the Committee may provide for such special terms for Awards to Participants who are foreign nationals or who are employed by the Company or any Affiliate outside of the United States of America as the Committee may
consider necessary or appropriate to accommodate differences in local law, tax policy or custom. The Company may adopt rules and procedures relating to the operation and administration of this Plan to accommodate the specific requirements of local
laws and procedures of particular countries. Without limiting the foregoing, the Company is specifically authorized to adopt rules and procedures regarding the conversion of local currency, taxes, withholding procedures and handling of stock
certificates which vary with the customs and requirements of particular countries. The Company may adopt sub-plans and establish escrow accounts and trusts as may be appropriate or applicable to particular locations and countries. 

 

	22.	Shareholder Rights. 

 Neither a Participant nor any transferee of a Participant shall
have any rights as a shareholder of the Company with respect to any Shares underlying any Award until the date of issuance of a share certificate to a Participant or a transferee of a Participant for such Shares in accordance with the Company’s
governing instruments and Applicable Law. Except as provided in Section 7(c), prior to the issuance of Shares pursuant to an Award, a Participant shall not have the right to vote or to receive dividends or any other rights as a
shareholder with respect to the Shares underlying the Award, notwithstanding its exercise in the case of Options. No adjustment will be made for a dividend or other right that is determined based on a record date prior to the date the stock
certificate is issued, except as otherwise specifically provided for in this Plan. 
  

	23.	No Employment Rights. 

 The Plan shall not confer upon any Participant any right to
continue an employment, service or consulting relationship with the Company or any Subsidiary Corporation, nor shall it affect in any way a Participant’s right or the Company’s or a Subsidiary Corporation’s right to terminate the
Participant’s employment, service, or consulting relationship at any time, with or without Cause. 

  
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	24.	Termination, Rescission and Recapture of Awards. 

 Notwithstanding any other provision of
the Plan, but subject to any contrary terms set forth in any Award Agreement, this Section 24 shall apply to each Participant and shall automatically cease to apply to any Participant from and after his or her termination of Continuous
Service after a Change in Control. 
 (a) Each Award under the Plan is intended to align the Participant’s long-term interest
with those of the Company. If the Participant engages in certain activities discussed below, either during employment or after employment with the Company or a Subsidiary Corporation terminates for any reason, the Participant is acting contrary to
the long-term interests of the Company. Accordingly, except as otherwise expressly provided in the Award Agreement, the Company may terminate any outstanding, unexercised, unexpired, unpaid, or deferred Awards (“Termination”),
rescind any exercise, payment or delivery pursuant to the Award (“Rescission”), or recapture any common stock (whether restricted or unrestricted) or proceeds from the Participant’s sale of Shares issued pursuant to the Award
(“Recapture”), if the Participant does not comply with the conditions of subsections (b) and (c) hereof (collectively, the “Conditions”). In addition, all Awards granted under the Plan will be subject to
recoupment in accordance with any clawback policy that the Company is required to adopt pursuant to the listing rules of any national securities exchange or association on which the Shares are listed or as otherwise required by the Dodd-Frank Wall
Street Reform and Consumer Protection Act or other Applicable Law. 
 (b) A Participant shall not, without the Company’s prior
written authorization, disclose to anyone outside the Company, or use in other than the Company’s business, any proprietary or confidential information or material, as those or other similar terms are used in any applicable patent,
confidentiality, inventions, secrecy, or other agreement between the Participant and the Company or any Subsidiary Corporation with regard to any such proprietary or confidential information or material. 

(c) Pursuant to any agreement between the Participant and the Company or any Subsidiary Corporation with regard to intellectual property
(including but not limited to patents, trademarks, copyrights, trade secrets, inventions, developments, improvements, proprietary information, confidential business and personnel information), a Participant shall promptly disclose and assign to the
Company or its designee all right, title, and interest in such intellectual property, and shall take all reasonable steps necessary to enable the Company to secure all right, title and interest in such intellectual property in the United States and
in any foreign country. 
 (d) Upon exercise, payment, or delivery of cash or common stock pursuant to an Award, the Participant shall
certify on a form acceptable to the Company that he or she is in compliance with the terms and conditions of the Plan and, if a severance of Continuous Service has occurred for any reason, shall state the name and address of the Participant’s
then-current employer or any entity for which the Participant performs business services and the Participant’s title, and shall identify any organization or business in which the Participant owns a greater-than-five-percent equity interest.

 (e) If the Company determines, in its sole and absolute discretion, that (i) a Participant has violated any of the Conditions or
(ii) during his or her Continuous Service, or, to the extent enforceable in the jurisdiction in which the Participant resides, up to 2 years after Participant’s termination for any reason (and in California covering every County within
California), a Participant (a) has rendered services to or otherwise directly or indirectly engaged in or assisted, any organization or business that, in the judgment of the Company in its sole and absolute discretion, is or is working to
become competitive with the Company or any Subsidiary Corporation; (b) has solicited any non-administrative employee of the Company or any Subsidiary Corporation to terminate employment with the Company or such Subsidiary Corporation(s); or
(c) has engaged in activities which are materially prejudicial to or in conflict with the interests of the Company or any Subsidiary Corporation, including any breaches of fiduciary duty or the duty of loyalty, then the Company may, in its sole
and absolute discretion, impose a Termination, Rescission, and/or Recapture with respect to any or all of the Participant’s relevant Awards, Shares, and the proceeds thereof. 

(f) Within ten days after receiving notice from the Company of any such activity, the Participant shall deliver to the Company the Shares
acquired pursuant to the Award, or, if Participant has sold the Shares, the gain realized, or payment received as a result of the rescinded exercise, payment, or delivery; provided, that if the Participant returns Shares that the Participant
purchased pursuant to the exercise of an Option (or the gains realized from the sale of such common stock), the Company shall promptly refund the exercise price, without earnings, that the Participant paid for the Shares. Any payment by the
Participant to the Company pursuant to this Section 24 shall 

  
 14 








 
be made either in cash or by returning to the Company the number of Shares that the Participant received in connection with the rescinded exercise, payment, or delivery. It shall not be a basis
for Termination, Rescission or Recapture if after termination of a Participant’s Continuous Service, the Participant purchases, as an investment or otherwise, stock or other securities of such an organization or business, so long as
(i) such stock or other securities are listed upon a recognized securities exchange or traded over-the-counter, and (ii) such investment does not represent more than a five percent (5%) equity interest in the organization or business.

 (g) Notwithstanding the foregoing provisions of this Section 24, the Company has sole and absolute discretion not to
require Termination, Rescission and/or Recapture, and its determination not to require Termination, Rescission and/or Recapture with respect to any particular act by a particular Participant or Award shall not in any way reduce or eliminate the
Company’s authority to require Termination, Rescission and/or Recapture with respect to any other act or Participant or Award. Nothing in this Section 24 shall be construed to impose obligations on the Participant to refrain from
engaging in lawful competition with the Company after the termination of employment that does not violate subsections (b) or (c) of this Section 24, other than any obligations that are part of any separate agreement between the
Company or any Subsidiary Corporation and the Participant or that arise under Applicable Law.  
 (h) All administrative and
discretionary authority given to the Company under this Section 24 shall be exercised by the most senior human resources executive of the Company or such other person or committee (including without limitation the Committee) as the
Committee may designate from time to time. 
 (i) Notwithstanding any provision of this Section 24, if any
provision of this Section is determined to be unenforceable or invalid under any Applicable Law, such provision will be applied to the maximum extent permitted by Applicable Law, and shall automatically be deemed amended in a manner consistent with
its objectives to the extent necessary to conform to any limitations required under Applicable Law. Furthermore, if any provision of this Section is illegal under any Applicable Law, such provision shall be null and void to the extent necessary to
comply with Applicable Law. 

  
 15 








 BioMarin Pharmaceutical Inc. 

2014 INDUCEMENT PLAN 
  

 
 Appendix A: Definitions 

 
  

As used in the Plan, the following definitions shall apply: 

“Affiliate” means, with respect to any Person (as defined below), any other Person that directly or indirectly
controls or is controlled by or under common control with such Person. For the purposes of this definition, “control,” when used with respect to any Person, means the possession, direct or indirect, of the power to direct or cause the
direction of the management and policies of such Person or the power to elect directors, whether through the ownership of voting securities, by contract or otherwise; and the terms “affiliated,” “controlling” and
“controlled” have meanings correlative to the foregoing. 
 “Applicable Law” means the legal requirements
relating to the administration of options and share-based plans under applicable U.S. federal and state laws, the Code, any applicable stock exchange or automated quotation system rules or regulations, and the applicable laws of any other country or
jurisdiction where Awards are granted, as such laws, rules, regulations and requirements shall be in place from time to time. 

“Award” means any award made pursuant to the Plan, including awards made in the form of an Option, a Restricted Share,
a Restricted Share Unit, an Unrestricted Share, a Deferred Share Unit, and a Performance Award, or any combination thereof, whether alternative or cumulative, authorized by and granted under this Plan. 

“Award Agreement” means any written document setting forth the terms of an Award that has been authorized by the
Committee. The Committee shall determine the form or forms of documents to be used, and may change them from time to time for any reason. 

“Board” means the Board of Directors of the Company. 

“Cause” for termination of a Participant’s Continuous Service will have the meaning set forth in any unexpired
employment agreement between the Company or a Subsidiary Corporation and the Participant. In the absence of such an agreement, “Cause” will exist if the Participant is terminated from employment or other service with the Company or an
Affiliate for any of the following reasons: (i) the Participant’s willful failure to substantially perform his or her duties and responsibilities to the Company or any Subsidiary Corporation or deliberate violation of a material policy of
the Company or such Subsidiary Corporation(s); (ii) the Participant’s commission of any material act or acts of fraud, embezzlement, dishonesty, or other willful misconduct; (iii) the Participant’s material unauthorized use or
disclosure of any proprietary information or trade secrets of the Company or any Subsidiary Corporation or any other party to whom the Participant owes an obligation of nondisclosure as a result of his or her relationship with the Company or such
Subsidiary Corporation(s); or (iv) Participant’s willful and material breach of any of his or her obligations under any written agreement or covenant with the Company or a Subsidiary Corporation. 

The Committee shall in its discretion determine whether or not a Participant is being terminated for Cause. The Committee’s determination
shall, unless arbitrary and capricious, be final and binding on the Participant, the Company, and all other affected persons. The foregoing definition does not in any way limit the Company’s ability to terminate a Participant’s employment
or consulting relationship at any time, and the term “Company” will be interpreted herein to include any Affiliate (including any Subsidiary Corporation) or successor thereto, if appropriate. 

“Change in Control” means any of the following: 

(i) Acquisition of Controlling Interest. Any Person becomes the beneficial owner, directly or indirectly, of securities
of the Company representing 50% or more of the combined voting power of the Company’s then outstanding securities. In applying the preceding sentence, (i) securities acquired directly from the Company or its Affiliates by or for the Person
shall not be taken into account, and (ii) an agreement to vote securities shall be disregarded unless its ultimate purpose is to cause what would otherwise be a Change in Control, as reasonably determined by the Board. 

  
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 (ii) Change in Board Control. During a consecutive 2-year period
commencing after the date of adoption of this Plan, individuals who constituted the Board at the beginning of the period (or their approved replacements, as defined in the next sentence) cease for any reason to constitute a majority of the Board. A
new Director shall be considered an “approved replacement” Director if his or her election (or nomination for election) was approved by a vote of at least a majority of the Directors then still in office who either were Directors at the
beginning of the period or were themselves approved replacement Directors, but in either case excluding any Director whose initial assumption of office occurred as a result of an actual or threatened solicitation of proxies or consents by or on
behalf of any Person other than the Board. 
 (iii) Merger. The Company consummates a merger, or consolidation of the
Company with any other corporation unless: (a) the voting securities of the Company outstanding immediately before the merger or consolidation would continue to represent (either by remaining outstanding or by being converted into voting
securities of the surviving entity) at least 50% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; and (b) no Person becomes the beneficial
owner, directly or indirectly, of securities of the Company representing 50% or more of the combined voting power of the Company’s then outstanding securities. 

(iv) Sale of Assets. The stockholders of the Company approve an agreement for the sale or disposition by the Company of
all, or substantially all, of the Company’s assets. 
 (v) Liquidation or Dissolution. The stockholders of the
Company approve a plan or proposal for liquidation or dissolution of the Company. 
 Notwithstanding the foregoing, a “Change in
Control” shall not be deemed to have occurred by virtue of the consummation of any transaction or series of integrated transactions immediately following which the record holders of the common stock of the Company immediately prior to such
transaction or series of transactions continue to have substantially the same proportionate ownership in an entity which owns all or substantially all of the assets of the Company immediately following such transaction or series of transactions.

 “Code” means the U.S. Internal Revenue Code of 1986, as amended. 

“Committee” means one or more committees or subcommittees of the Board appointed by the Board to administer the Plan
in accordance with Section 4 above. With respect to any decision involving an Award intended to satisfy the requirements of Section 162(m) of the Code, the Committee shall consist of two or more Directors of the Company who are
“outside directors” within the meaning of Section 162(m) of the Code. With respect to any decision relating to a Reporting Person, the Committee shall consist of two or more Directors who are disinterested within the meaning of
Rule 16b-3. 
 “Company” means BioMarin Pharmaceutical Inc., a Delaware corporation; provided, however, that in
the event the Company reincorporates to another jurisdiction, all references to the term “Company” shall refer to the Company in such new jurisdiction. 

“Continuous Service” means the absence of any interruption or termination of service as an Employee. Continuous
Service shall not be considered interrupted in the case of: (i) sick leave; (ii) military leave; (iii) any other leave of absence approved by the Committee, provided that such leave is for a period of not more than 90 days, unless
reemployment upon the expiration of such leave is guaranteed by contract or statute, or unless provided otherwise pursuant to Company policy adopted from time to time; or (iv) in the case of transfers between locations of the Company or a
Subsidiary Corporation or between the Company, its Subsidiary Corporation(s) or their respective successors. 
 “Deferred Share
Units” mean Awards pursuant to Section 8. 
 “Director” means a member of the Board, or a
member of the board of directors of the Company or any Subsidiary Corporation. 
 “Disabled” means a condition under
which a Participant 
 (a) is unable 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 12 months, or 

  
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 (b) has, 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 12 months, received income replacement benefits for a period of not less than 3 months under an accident or health plan covering employees of the
Company. 
 “Eligible Person” means any person to whom the Company (or a Subsidiary Corporation) makes an offer of
employment but only until such time as such person commences employment with the Company (or such Subsidiary Corporation). 

“Employee” means any person whom the Company or any Subsidiary Corporation classifies as an employee (including an
officer) for employment tax purposes, whether or not that classification is correct. 
 “Exchange Act” means the
Securities Exchange Act of 1934, as amended. 
 “Fair Market Value” means, as of any date (the
“Determination Date”): (i) the closing price of a Share on the New York Stock Exchange, The NASDAQ Stock Market or the NYSE Amex Equities (collectively, the “Exchange”), on the Determination Date, or, if shares
were not traded on the Determination Date, then on the nearest preceding trading day during which a sale occurred; or (ii) if such stock is not traded on the Exchange but is otherwise traded in the over-the-counter, the mean between the
representative bid and asked prices on the Determination Date; or (iii) if subsections (i)-(ii) do not apply, the fair market value established in good faith by the Board. 

“Grant Date” has the meaning set forth in Section 13. 

“Incentive Share Option or ISO” hereinafter means an Option intended to qualify as an incentive stock option within
the meaning of Section 422 of the Code. 
 “Involuntary Termination” means termination of a Participant’s
Continuous Service under the following circumstances occurring on or after a Change in Control: (i) termination without Cause by the Company or a Subsidiary Corporation or successor thereto, as appropriate; or (ii) voluntary termination by
the Participant within 60 days following (A) a material reduction in the Participant’s job responsibilities, provided that neither a mere change in title alone nor reassignment to a substantially similar position shall constitute a
material reduction in job responsibilities; (B) an involuntary relocation of the Participant’s work site to a facility or location more than 50 miles from the Participant’s principal work site at the time of the Change in Control; or
(C) a material reduction in Participant’s total compensation other than as part of an reduction by the same percentage amount in the compensation of all other similarly-situated Employees. 

“Non-ISO” means an Option not intended to qualify as an ISO. 

“Option” means any stock option granted pursuant to Section 6. 

“Participant” means any holder of one or more Awards, or the Shares issuable or issued upon exercise of such Awards,
under the Plan. 
 “Performance Awards” mean Performance Units and Performance Compensation Awards granted pursuant
to Section 9. 
 “Performance Compensation Awards” mean Awards granted pursuant to
Section 9(b). 
 “Performance Unit” means Awards granted pursuant to Section 9(a), which may
be paid in cash, in Shares, or such combination of cash and Shares as the Committee in its sole discretion shall determine. 

“Person” means any natural person, association, trust, business trust, cooperative, corporation, general partnership,
joint venture, joint-stock company, limited partnership, limited liability company, real estate investment trust, regulatory body, governmental agency or instrumentality, unincorporated organization or organizational entity. 

“Plan” means this BioMarin Pharmaceutical Inc. 2014 Inducement Plan. 

  
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 “Reporting Person” means an officer, Director, or greater than ten
percent shareholder of the Company within the meaning of Rule 16a-2 under the Exchange Act, who is required to file reports pursuant to Rule 16a-3 under the Exchange Act. 

“Restricted Shares” mean Shares subject to restrictions imposed pursuant to Section 7. 

“Restricted Share Units” mean Awards pursuant to Section 7. 

“Retirement” means the voluntary resignation of employment from the Company or an Affiliate upon the earlier to occur
of (a) the Participant becoming 50 years of age after being employed by the Company or an Affiliate on a continuous basis for at least 10/15 years or (b) the Participant becoming 60 years of age. 

“Rule 16b-3” means Rule 16b-3 promulgated under the Exchange Act, as amended from time to time, or any successor
provision. 
 “Separation from Service” has the meaning set forth in Section 9 of the Plan. 

“Share” means a share of common stock of the Company, as adjusted in accordance with Section 12. 

“Subsidiary Corporation” means an Affiliate of the Company that is a “subsidiary corporation” within the
meaning of Section 424 of the Code. 
 “Ten Percent Holder” means a person who owns stock representing more
than ten percent (10%) of the combined voting power of all classes of stock of the Company or any Affiliate. 

“Unrestricted Shares” mean Shares awarded pursuant to Section 7. 

BIOMARIN PHARMACEUTICAL INC. 

2014 INDUCEMENT PLAN 

  
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