2007 Equity Incentive Plan of Registrant



 Exhibit 10.3 
 VAROLII CORPORATION 
 2007 EQUITY INCENTIVE PLAN 
  

	1.	Purposes of the Plan. 

 The purpose of this Plan is
to encourage ownership in Varolii Corporation, a Washington corporation (the “Company”), by key personnel whose long-term employment or other service relationship with the Company is considered essential to the Company’s
continued progress and, thereby, encourage recipients to act in the shareholders’ interest and share in the Company’s success. 
  

	2.	Definitions. 

 As used herein, the following
definitions shall apply: 
 (a) “Administrator” means the Board, any Committees or such delegates as shall be
administering the Plan in accordance with Section 4 of the Plan. 
 (b) “Affiliate” means any entity that is
directly or indirectly controlled by the Company or any entity in which the Company has a significant ownership interest as determined by the Administrator. 
 (c) “Annual Award” means an option granted to an Eligible Director who meets the specified criteria pursuant to Section 13(c)(i). 
 (d) “Annual Meeting” means the annual meeting of the shareholders of the Company. 
 (e) “Applicable Laws” means the requirements relating to the administration of stock option and stock award plans under U.S.
federal and state laws, any stock exchange or quotation system on which the Company has listed or submitted for quotation the Common Stock to the extent provided under the terms of the Company’s agreement with such exchange or quotation system
and, with respect to Awards subject to the laws of any foreign jurisdiction where Awards are, or will be, granted under the Plan, the laws of such jurisdiction. 
 (f) “Award” means a Cash Award, Stock Award or Option granted in accordance with the terms of the Plan. 
 (g) “Awardee” means an Employee, Consultant or Director of the Company or any Affiliate who has been granted an Award under the Plan. 
 (h) “Award Agreement” means a Cash Award Agreement, Stock Award Agreement and/or Option Agreement, which may be in written or
electronic format, in such form and with such terms and conditions as may be specified by the Administrator, evidencing the terms and conditions of an individual Award. Each Award Agreement is subject to the terms and conditions of the Plan.

  







 (i) “Board” means the Board of Directors of the Company. 
 (j) “Cash Award” means a bonus opportunity awarded under Section 12 pursuant to which an Awardee may become entitled to receive an
amount based on the satisfaction of such performance criteria as are specified in the agreement or other documents evidencing the Award (the “Cash Award Agreement”). 
 (k) “Cause” means, unless such term or an equivalent term is otherwise defined with respect to an Award by the Participant’s Cash
Award Agreement, Option Agreement, Stock Award Agreement or written contract of employment or service, any of the following: (i) the Participant’s theft, dishonesty, willful misconduct, breach of fiduciary duty for personal profit, or
falsification of any Company or Affiliate documents or records; (ii) the Participant’s material failure to abide by a Company’s or Affiliate’s code of conduct or other policies (including without limitation, policies relating to
confidentiality and reasonable workplace conduct); (iii) the Participant’s unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity of the Company or an Affiliate (including,
without limitation, the Participant’s improper use or disclosure of confidential or proprietary information); (iv) any intentional act by the Participant which has a material detrimental effect on the Company or an Affiliate’s
reputation or business; (v) the Participant’s repeated failure or inability to perform any reasonable assigned duties after written notice from the Company or an Affiliate, and a reasonable opportunity to cure, such failure or inability;
(vi) any material breach by the Participant of any employment or service agreement between the Participant and the Company or an Affiliate, which breach is not cured pursuant to the terms of such agreement; or (vii) the Participant’s
conviction (including any plea of guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation or moral turpitude, or which impairs the Participant’s ability to perform his or her duties with the Company or an
Affiliate. 
 (l) “Change in Control” means, unless such term or an equivalent term is otherwise defined with respect
to an Award by the Participant’s Cash Award Agreement, Option Agreement, Stock Award Agreement or written contract of employment or service, the occurrence of any of the following: 
 i. an Ownership Change Event or a series of related Ownership Change Events (collectively, a “Transaction”) in which the shareholders of
the Company immediately before the Transaction do not retain immediately after the Transaction, in substantially the same proportions as their ownership of shares of the Company’s voting stock immediately before the Transaction, direct or
indirect beneficial ownership of more than fifty percent (50%) of the total combined voting power of the outstanding voting securities of the Company or, in the case of an Ownership Change Event described in Section 2(ee)(iii), the entity
to which the assets of the Company were transferred (the “Transferee”), as the case may be; or 
 ii. the liquidation or
dissolution of the Company. 
 For purposes of the preceding sentence, indirect beneficial ownership shall include, without limitation, an interest resulting
from ownership of the voting securities of one or more corporations or other business entities which own the Company or the Transferee, as the case may be, either directly or through one or more subsidiary corporations or other business entities.


  

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The Board shall have the right to determine whether multiple sales or exchanges of the voting securities in the Company or multiple Ownership Change Events
are related, and its determination shall be final, binding and conclusive. 
 (m) “Code” means the United States
Internal Revenue Code of 1986, as amended. 
 (n) “Committee” means the compensation committee of the Board or a
committee of Directors appointed by the Board in accordance with Section 4 of the Plan. 
 (o) “Common
Stock” means the common stock of the Company. 
 (p) “Company” means Varolii Corporation, a Washington
corporation, or its successor. 
 (q) “Consultant” means any person engaged by the Company or any Affiliate to render
services to such entity as an advisor or consultant.  
 (r) “Continuous Service” means that the
Participant’s service with the Company or an Affiliate, whether as an Employee, Director or Consultant, is not interrupted or terminated. A change in the capacity in which the Participant renders service to the Company or an Affiliate as an
Employee, Consultant or Director or a change in the entity for which the Participant renders such service, provided that there is no interruption or termination of the Participant’s service with the Company or an Affiliate, shall not terminate
a Participant’s Continuous Service; provided, however, if the Company for which a Participant is rendering services ceases to qualify as an “Affiliate,” as determined by the Board in its sole discretion, such Participant’s
Continuous Service shall be considered to have terminated on the date such Company ceases to qualify as an Affiliate. To the extent permitted by law, the Board or the chief executive officer of the Company, in that party’s sole discretion, may
determine whether Continuous Service shall be considered interrupted in the case of: (i) any leave of absence approved by the Board or the chief executive officer of the Company, including sick leave, military leave or any other personal leave;
or (ii) transfers between the Company, an Affiliate, or their successors. Notwithstanding the foregoing, a leave of absence shall be treated as Continuous Service for purposes of vesting in a Stock Award only to such extent as may be provided
in the Company’s leave of absence policy, in the written terms of any leave of absence agreement or policy applicable to the Participant, or as otherwise required by law. 
 (s) “Conversion Award” has the meaning set forth in Section 4(b)(xii) of the Plan. 
 (t) “Director” means a member of the Board. 
 (u) “Effective Date” means the effective date of the underwriting agreement entered into in connection with the initial public offering of the Company’s Common Stock by the Company and the
underwriters managing the initial public offering of the Company’s Common Stock pursuant to the underwriting agreement’s terms. 
 (v) “Eligible Director” means an Outside Director who is eligible to participate in the Non-Discretionary Grant Program. 
  

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 (w) “Employee” means a regular, active employee of the Company or any Affiliate,
including an Officer and/or Inside Director. The Administrator shall determine whether or not the chairman of the Board qualifies as an “Employee.” Within the limitations of Applicable Law, the Administrator shall have the discretion to
determine the effect upon an Award and upon an individual’s status as an Employee in the case of (i) any individual who is classified by the Company or an Affiliate as leased from or otherwise employed by a third party or as intermittent
or temporary, even if any such classification is changed retroactively as a result of an audit, litigation or otherwise, (ii) any leave of absence approved by the Company or an Affiliate, (iii) any transfer between locations of employment
with the Company or an Affiliate or between the Company and any Affiliate or between any Affiliates, (iv) any change in the Awardee’s status from an Employee to a Consultant or Director, and (v) at the request of the Company or an
Affiliate an Employee becomes employed by any partnership, joint venture or corporation not meeting the requirements of an Affiliate in which the Company or an Affiliate is a party. 
 (x) “Exchange Act” means the Securities Exchange Act of 1934, as amended. 
 (y) “Fair Market Value” means, as of any date, the value of a share of Common Stock or other property as determined by the
Administrator, in its discretion, or by the Company, in its discretion, if such determination is expressly allocated to the Company herein, subject to the following: 
 i. If, on such date, the Common Stock is listed on a national or regional securities exchange or market system, including without limitation the Nasdaq Global Market, the Fair Market Value of a share of Common Stock
shall be the closing price of a share of Common Stock (or the mean of the closing bid and asked prices of a share of Common Stock if the stock is so quoted instead) as quoted on such exchange or market system constituting the primary market for the
Common Stock, as reported in The Wall Street Journal or such other source as the Administrator deems reliable. If the relevant date does not fall on a day on which the Common Stock has traded on such securities exchange or market system, the
date on which the Fair Market Value shall be established shall be the last day on which the Common Stock was so traded prior to the relevant date, or such other appropriate day as shall be determined by the Administrator, in its discretion.

 ii. If, on such date, the Common Stock is not listed on a national or regional securities exchange or market system, the Fair Market Value
of a share of Common Stock shall be as determined by the Administrator in good faith without regard to any restriction other than a restriction which, by its terms, will never lapse, and subject to compliance with Section 409A of the Code.

 (z) “Grant Date” means, for all purposes, the date on which the Administrator makes the determination granting an
Award, or such other date as is determined by the Administrator, provided that in the case of any Incentive Stock Option, the grant date shall be the later of the date on which the Administrator makes the determination granting such Incentive Stock
Option or the date of commencement of the Awardee’s employment relationship with the Company. 
  

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 (aa) “Incentive Stock Option” means an Option intended to qualify as an incentive
stock option within the meaning of Section 422 of the Code and the regulations promulgated thereunder. 
 (bb) “Initial
Award” means an Option Granted to an Eligible Director who meets the specified criteria pursuant to Section 13(c)(i). 
 (cc)
“Inside Director” means a Director who is an Employee. 
 (dd) “Nasdaq” means the Nasdaq Global Market or
its successor.
 (ee) “Nonstatutory Stock Option” means an Option not intended to qualify as an Incentive Stock Option.

 (ff) “Officer” means a person who is an officer of the Company within the meaning of Section 16 of the Exchange
Act and the rules and regulations promulgated thereunder. 
 (gg) “Option” means a right granted under Section 8
to purchase a number of Shares at such exercise price, at such times, and on such other terms and conditions as are specified in the agreement or other documents evidencing the Option (the “Option Agreement”). Both Options intended
to qualify as Incentive Stock Options and Nonstatutory Stock Options may be granted under the Plan. 
 (hh) “Option Exchange
Program” means any program approved by the Administrator whereby outstanding Options are exchanged for Options with a lower exercise price, including a program in which the only change made to such Awards is to lower the exercise price.

 (ii) “Outside Director” means a Director who either (i) is not a current employee of the Company or an
“affiliated corporation” (within the meaning of Treasury Regulations promulgated under Section 162(m) of the Code), is not a former employee of the Company or an “affiliated corporation” who receives compensation for prior
services (other than benefits under a tax-qualified retirement plan) during the taxable year, has not been an officer of the Company or an “affiliated corporation,” and does not receive remuneration from the Company or an “affiliated
corporation,” either directly or indirectly, in any capacity other than as a Director, or (ii) is otherwise considered an “outside director” for purposes of Section 162(m) of the Code. 
 (jj) “Ownership Change Event” means the occurrence of any of the following with respect to the Company: (i) the direct or indirect
sale or exchange in a single or series of related transactions by the shareholders of the Company of more than fifty percent (50%) of the voting stock of the Company; (ii) a merger or consolidation in which the Company is a party;
(iii) the sale, exchange, or transfer of all or substantially all of the assets of the Company. 
 (kk)
“Participant” means the Awardee or any person (including any estate) to whom an Award has been assigned or transferred as permitted hereunder. 
 (ll) “Plan” means this Varolii Corporation 2007 Equity Incentive Plan. 
  

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 (mm) “Prior Plan” means the Company’s 2000 Stock Option Plan as in effect
immediately prior to the Effective Date. 
 (nn) “Qualifying Performance Criteria” shall have the meaning set forth in
Section 14(b) of the Plan. 
 (oo) “Share” means a share of the Common Stock, as adjusted in accordance with
Section 15 of the Plan. 
 (pp) “Stock Appreciation Right” means a right to receive cash and/or shares of Common
Stock based on a change in the Fair Market Value of a specific number of shares of Common Stock between the grant date and the exercise date granted under Section 11.  
 (qq) “Stock Award” means an award or issuance of Shares, Stock Units, Stock Appreciation Rights or other similar awards made under
Section 11 of the Plan, the grant, issuance, retention, vesting, settlement, and/or transferability of which is subject during specified periods of time to such conditions (including continued employment or performance conditions) and terms as
are expressed in the agreement or other documents evidencing the Award (the “Stock Award Agreement”). 
 (rr) “Stock
Unit” means a bookkeeping entry representing an amount equivalent to the Fair Market Value of one Share (or a fraction or multiple of such value), payable in cash, property or Shares. Stock Units represent an unfunded and unsecured
obligation of the Company, except as otherwise provided for by the Administrator. 
 (ss) “Subsidiary” means any
company (other than the Company) in an unbroken chain of companies beginning with the Company, provided each company in the unbroken chain (other than the Company) owns, at the time of determination, stock possessing 50% or more of the total
combined voting power of all classes of stock in one of the other companies in such chain. 
 (tt) “Termination of Continuous
Service” shall mean ceasing to be in Continuous Service as an Employee, Consultant or Director, as determined in the sole discretion of the Administrator. However, for Incentive Stock Option purposes, Termination of Continuous Service
will occur when the Awardee ceases to be an employee (as determined in accordance with Section 3401(c) of the Code and the regulations promulgated thereunder) of the Company or one of its Subsidiaries. The Administrator shall determine whether
any corporate transaction, such as a sale or spin-off of a division or business unit, or a joint venture, shall be deemed to result in a Termination of Continuous Service. 
 (uu) “Total and Permanent Disability” shall have the meaning set forth in Section 22(e)(3) of the Code. 
  

	3.	Stock Subject to the Plan. 

 (a) Aggregate
Limits. Subject to the provisions of Section 15 of the Plan, the maximum aggregate number of Shares that may be sold or issued under the Plan is 10,000,000 Shares (on a pre-split basis). The initial 10,000,000 Shares shall be increased
by (i) the number 

  

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of Shares available for issuance, as of the Effective Date, under the Company’s 2000 Stock Option Plan (the “Prior Plan”) as last
approved by the Company’s shareholders plus (ii) the number of Shares that are subject to options granted under the Prior Plan and outstanding on the Effective Date; provided however that such Shares shall become available to be
sold or issued hereunder only as to that number of Shares subject to Prior Plan options that terminate or expire, or for any reason become unexercisable, after the Effective Date without the options having been exercised as to such Shares plus
(iii) the number of Shares that as of the Effective Date are issued and outstanding under the Prior Plan and remain subject to the Company’s right to repurchase the Shares from the holder at the holder’s original purchase price upon
termination of the holder’s service with the Company; provided however that such Shares shall become available to be sold or issued hereunder only as to that number of Shares that equals the number of Shares issued under the Prior Plan
that the Company actually repurchases pursuant to its repurchase right after the Effective Date (provided the total increase pursuant to clauses (i), (ii) and (iii) shall not exceed 28,044,202 Shares (on a pre-split basis)). This maximum
number of Shares shall further be cumulatively increased on the first day of each of the Company’s fiscal years beginning in fiscal year 2009 and for eight (8) more years thereafter by the lesser of (a) five percent (5%) of the
Company’s outstanding Shares as of the last day of the preceding fiscal year or (b) a number of Shares determined by the Board, such that the maximum aggregate number of Shares that may be sold or issued under this Plan shall not exceed
110,000,000 Shares (on a pre-split basis). 
 Shares subject to Awards granted under the Plan that are cancelled, expire or are forfeited
shall be available for re-grant under the Plan. If an Awardee pays the exercise or purchase price of an Award granted under the Plan through the tender of Shares, or if Shares are tendered or withheld to satisfy any Company withholding obligations,
the number of Shares so tendered or withheld shall become available for re-issuance thereafter under the Plan. The Shares subject to the Plan may be either Shares reacquired by the Company, including Shares purchased in the open market, or
authorized but unissued Shares. 
 (b) Code Section 162(m) Share Limits. Subject to the provisions of Section 15 of the
Plan, the aggregate number of Shares subject to non-cash Awards granted under this Plan during any calendar year to any one Awardee shall not exceed 5,000,000 Shares (on a pre-split basis) except that in connection with his or her first commencing
service with the Company or an Affiliate, an Awardee may be granted Awards covering up to 10,000,000 Shares (on a pre-split basis) during the year in which such service commences. Notwithstanding anything to the contrary in the Plan, the limitations
set forth in this Section 3(b) shall be subject to adjustment under Section 15(a) of the Plan only to the extent that such adjustment will not affect the status of any Award intended to qualify as “performance based compensation”
under Code Section 162(m). 
  

	4.	Administration of the Plan. 

 (a) Procedure.

 i. Multiple Administrative Bodies. The Plan shall be administered by the Board, a Committee and/or their delegates. 

 

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 ii. Section 162. To the extent that the Administrator determines it to be desirable to
qualify Awards granted hereunder as “performance-based compensation” within the meaning of Section 162(m) of the Code, Awards to “covered employees” within the meaning of Section 162(m) of the Code or Employees that the
Committee determines may be “covered employees” in the future shall be made by a Committee of two or more “outside directors” within the meaning of Section 162(m) of the Code. 
 iii. Rule 16b-3. To the extent desirable to qualify transactions hereunder as exempt under Rule 16b-3 promulgated under the
Exchange Act (“Rule 16b-3”), Awards to Officers and Directors shall be made by the entire Board or a Committee of two or more “non-employee directors” within the meaning of Rule 16b-3. 
 iv. Other Administration. The Board or a Committee may delegate to an authorized officer or officers of the Company the power to approve
Awards to persons eligible to receive Awards under the Plan who are not (A) subject to Section 16 of the Exchange Act or (B) at the time of such approval, “covered employees” under Section 162(m) of the Code or
(C) any other executive officer. 
 v. Delegation of Authority for the Day-to-Day Administration of the Plan. Except to the
extent prohibited by Applicable Law, the Administrator may delegate to one or more individuals the day-to-day administration of the Plan and any of the functions assigned to it in this Plan. Such delegation may be revoked at any time. 
 vi. Nasdaq. The Plan will be administered in a manner that complies with any applicable Nasdaq or stock exchange listing requirements.

 (b) Powers of the Administrator. Subject to the provisions of the Plan and, in the case of a Committee or delegates acting as
the Administrator, subject to the specific duties delegated to such Committee or delegates, the Administrator shall have the authority, in its discretion: 
 i. to select the Employees, Consultants and Directors of the Company or its Affiliates to whom Awards are to be granted hereunder; 
 ii. to determine the number of shares of Common Stock or amount of cash to be covered by each Award granted hereunder; 
 iii. to determine the type of Award to be granted to the selected Employees, Consultants and Directors; 
 iv. to approve forms of Award Agreements for use under the Plan; 
 v. to determine the terms and conditions, not inconsistent with
the terms of the Plan, of any Award granted hereunder. Such terms and conditions include, but are not limited to, the exercise and/or purchase price (if applicable), the time or times when an Award may be exercised (which may or may not be based on
performance criteria), the vesting schedule, any vesting and/or exercisability acceleration or waiver of forfeiture restrictions, the acceptable forms of consideration, the term, and any restriction or limitation regarding any 

  

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Award or the Shares relating thereto, based in each case on such factors as the Administrator, in its sole discretion, shall determine and may be established
at the time an Award is granted or thereafter; 
 vi. to correct administrative errors; 
 vii. to construe and interpret the terms of the Plan (including sub-plans and Plan addenda) and Awards granted pursuant to the Plan; 
 viii. to adopt rules and procedures relating to the operation and administration of the Plan to accommodate the specific requirements of local laws and
procedures. Without limiting the generality of the foregoing, the Administrator is specifically authorized (A) to adopt the rules and procedures regarding the conversion of local currency, withholding procedures and handling of stock
certificates which vary with local requirements and (B) to adopt sub-plans and Plan addenda as the Administrator deems desirable, to accommodate foreign laws, regulations and practice; 
 ix. to prescribe, amend and rescind rules and regulations relating to the Plan, including rules and regulations relating to sub-plans and Plan addenda;

 x. to modify or amend each Award, including, but not limited to, the acceleration of vesting and/or exercisability, provided, however,
that any such amendment is subject to Section 16 of the Plan and except as set forth in that Section, may not impair any outstanding Award unless agreed to in writing by the Participant; 
 xi. to allow Participants to satisfy withholding tax amounts by electing to have the Company withhold from the Shares to be issued upon exercise of an
Option or vesting of a Stock Award that number of Shares having a Fair Market Value equal to the amount required to be withheld. The Fair Market Value of the Shares to be withheld shall be determined in such manner and on such date that the
Administrator shall determine or, in the absence of provision otherwise, on the date that the amount of tax to be withheld is to be determined. All elections by a Participant to have Shares withheld for this purpose shall be made in such form and
under such conditions as the Administrator may provide; 
 xii. to authorize conversion or substitution under the Plan of any or all stock
options, stock appreciation rights or other stock awards held by service providers of an entity acquired by the Company (the “Conversion Awards”). Any conversion or substitution shall be effective as of the close of the merger,
acquisition or other transaction. The Conversion Awards may be Nonstatutory Stock Options or Incentive Stock Options, as determined by the Administrator, with respect to options granted by the acquired entity; provided, however, that with respect to
the conversion of stock appreciation rights in the acquired entity, the Conversion Awards shall be Nonstatutory Stock Options. Unless otherwise determined by the Administrator at the time of conversion or substitution, all Conversion Awards shall
have the same terms and conditions as Awards generally granted by the Company under the Plan; 
 xiii. to authorize any person to execute on
behalf of the Company any instrument required to effect the grant of an Award previously granted by the Administrator; 
  

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 xiv. to impose such restrictions, conditions or limitations as it determines appropriate as to the timing
and manner of any resales by a Participant or other subsequent transfers by the Participant of any Shares issued as a result of or under an Award, including without limitation, (A) restrictions under an insider trading policy or under any other
Company policy relating to Company stock and stock ownership and (B) restrictions as to the use of a specified brokerage firm for such resales or other transfers; 
 xv. to provide, either at the time an Award is granted or by subsequent action, that an Award shall contain as a term thereof, a right, either in tandem with the other rights under the Award or as an alternative
thereto, of the Participant to receive, without payment to the Company, a number of Shares, cash or a combination thereof, the amount of which is determined by reference to the value of the Award; 
 xvi. subject to Section 16(b) below, to initiate an Option Exchange Program, including to reduce the exercise price of any Option or Stock
Appreciation Right to the then current Fair Market Value if the Fair Market Value of the Common Stock covered by such Award shall have declined since the date the Award was granted; and 
 xvii. to make all other determinations deemed necessary or advisable for administering the Plan and any Award granted hereunder. 
 (c) Effect of Administrator’s Decision. All decisions, determinations and interpretations by the Administrator regarding the Plan, any
rules and regulations under the Plan and the terms and conditions of any Award granted hereunder, shall be final and binding on all Participants and on all other persons. The Administrator shall consider such factors as it deems relevant, in its
sole and absolute discretion, to making such decisions, determinations and interpretations including, without limitation, the recommendations or advice of any officer or other employee of the Company and such attorneys, consultants and accountants
as it may select. 
  

	5.	Eligibility. 

 Awards may be granted to Employees,
Consultants and Directors of the Company or any of its Affiliates; provided that Incentive Stock Options may be granted only to Employees of the Company or of a Subsidiary of the Company. 
  

	6.	Term of Plan. 

 The Plan shall become effective on
the Effective Date. It shall continue in effect for a term of ten (10) years from the later of the Effective Date or the date any amendment to add shares to the Plan is approved by shareholders of the Company unless terminated earlier under
Section 16 of the Plan. 
  

	7.	Term of Award. 

 The term of each Award shall be
determined by the Administrator and stated in the Award Agreement. In the case of an Option, the term shall be ten (10) years from the Grant Date or such shorter term as may be provided in the Award Agreement; provided that an Incentive Stock
Option granted to an Employee who on the Grant Date owns stock representing more than 

  

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ten percent (10%) of the voting power of all classes of stock of the Company or any Subsidiary shall have a term of no more than five (5) years
from the Grant Date; and provided further that the term may be ten and one-half (10 1/2) years (or a shorter
period) in the case of Options granted to Employees in certain jurisdictions outside the United States as determined by the Administrator. 
  

	8.	Options. 

 The Administrator may grant an Option or
provide for the grant of an Option, either from time to time in the discretion of the Administrator or automatically upon the occurrence of specified events, including, without limitation, the achievement of performance goals, the satisfaction of an
event or condition within the control of the Awardee or within the control of others. 
 (a) Option Agreement. Each Option
Agreement shall contain provisions regarding (i) the number of Shares that may be issued upon exercise of the Option, (ii) the type of Option, (iii) the exercise price of the Shares and the means of payment for the Shares,
(iv) the term of the Option, (v) such terms and conditions on the vesting and/or exercisability of an Option as may be determined from time to time by the Administrator, (vi) restrictions on the transfer of the Option or the Shares
issued upon exercise of the Option and forfeiture provisions and (vii) such further terms and conditions, in each case not inconsistent with this Plan as may be determined from time to time by the Administrator. 
 (b) Exercise Price. The per share exercise price for the Shares to be issued pursuant to exercise of an Option shall be determined by the
Administrator, subject to the following: 
 i. In the case of an Option, the per Share exercise price shall be no less than one hundred
percent (100%) of the Fair Market Value per Share on the Grant Date; provided however, that in the case of an Incentive Stock Option granted to an Employee who on the Grant Date owns stock representing more than ten percent (10%) of the
voting power of all classes of stock of the Company or any Subsidiary, the per Share exercise price shall be no less than one hundred ten percent (110%) of the Fair Market Value per Share on the Grant Date. 
 ii. Notwithstanding the foregoing, at the Administrator’s discretion, Conversion Awards may be granted in substitution and/or conversion of options
of an acquired entity, with a per Share exercise price of less than 100% of the Fair Market Value per Share on the date of such substitution and/or conversion. 
 (c) Vesting Period and Exercise Dates. Options granted under this Plan shall vest and/or be exercisable at such time and in such installments during the period prior to the expiration of the Option’s
term as determined by the Administrator. The Administrator shall have the right to make the timing of the ability to exercise any Option granted under this Plan subject to continued employment, the passage of time and/or such performance
requirements as deemed appropriate by the Administrator. At any time after the grant of an Option, the Administrator may reduce or eliminate any restrictions surrounding any Participant’s right to exercise all or part of the Option. 

 

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 (d) Form of Consideration. The Administrator shall determine the acceptable form of
consideration for exercising an Option, including the method of payment, either through the terms of the Option Agreement or at the time of exercise of an Option. Acceptable forms of consideration may include: 
 i. cash; 
 ii. check or wire transfer
(denominated in U.S. Dollars); 
 iii. subject to the Company’s discretion to refuse for any reason and at any time to accept such
consideration and subject to any conditions or limitations established by the Administrator, other Shares held by the Participant which have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to
which said Option shall be exercised; 
 iv. consideration received by the Company under a broker-assisted sale and remittance program
acceptable to the Administrator; 
 v. cashless “net exercise” arrangement pursuant to which the Company will reduce the number of
Shares issued upon exercise by the largest whole number of Shares having an aggregate Fair Market Value that does not exceed the aggregate exercise price; provided that the Company shall accept a cash or other payment from the Participant to the
extent of any remaining balance of the exercise price not satisfied by such reduction in the number of whole Shares to be issued; and also provided that Shares will no longer be outstanding under an Option and will not be exercisable thereafter to
the extent that (A) Shares are withheld to pay the exercise price pursuant to a “net exercise,” and (B) the remaining number of whole Shares are delivered to the Participant as a result of such exercise; 
 vi. such other consideration and method of payment for the issuance of Shares to the extent permitted by Applicable Laws; or 
 vii. any combination of the foregoing methods of payment. 
 (e) Effect of Termination of Continuous Service on Options. 
 i. Generally. Unless
otherwise provided for by the Administrator, upon an Awardee’s Termination of Continuous Service other than as a result of circumstances described in Sections 8(e)(ii) and (iii) below, all outstanding Options granted to such Awardee that
were vested and exercisable as of the date of the Awardee’s Termination of Continuous Service may be exercised by the Awardee until the earlier of three (3) months following Awardee’s Termination of Continuous Service. If the
Participant does not exercise such options within the time specified, the Option (to the extent not exercised) shall automatically terminate. 
 ii. Disability of Awardee. Unless otherwise provided for by the Administrator, upon an Awardee’s Termination of Continuous Service as a result of the Awardee’s disability, including Total and Permanent Disability, all
outstanding Options granted to such Awardee that were vested and exercisable as of the date of the Awardee’s Termination of Continuous Service may be exercised by the Awardee until the earlier of (A) six (6) months 

  

 12 








 
following Awardee’s Termination of Continuous Service as a result of Awardee’s disability, including Total and Permanent Disability or (B) the
expiration of the term of such Option. If the Participant does not exercise such Option within the time specified, the Option (to the extent not exercised) shall automatically terminate. 
 iii. Death of Awardee. Unless otherwise provided for by the Administrator, upon an Awardee’s Termination of Continuous Service as a
result of the Awardee’s death, all outstanding Options granted to such Awardee that were vested and exercisable as of the date of the Awardee’s death may be exercised until the earlier of (A) twelve (12) months following the
Awardee’s death or (B) the expiration of the term of such Option. If an Option is held by the Awardee when he or she dies, such Option may be exercised, to the extent the Option is vested and exercisable, by the beneficiary designated by
the Awardee (as provided in Section 17 of the Plan), the executor or administrator of the Awardee’s estate or, if none, by the person(s) entitled to exercise the Option under the Awardee’s will or the laws of descent or distribution;
provided that the Company need not accept exercise of an Option by such beneficiary, executor or administrator unless the Company has satisfactory evidence of such person’s authority to act as such. If the Option is not so exercised within the
time specified, such Option (to the extent not exercised) shall automatically terminate. The Awardee’s service shall be deemed to have terminated on account of death if the Awardee dies within three (3) months (or such longer period as
determined by the Administrator, in its discretion) after the Awardee’s Termination of Continuous Service. 
 iv. Termination for
Cause. The Administrator has the authority to cause all outstanding Awards held by an Awardee to terminate immediately in their entirety upon first notification to the Awardee of the Awardee’s Termination of Continuous Service for
Cause. If an Awardee’s employment or consulting relationship with the Company is suspended pending an investigation of whether the Awardee shall be terminated for Cause, the Administrator has the authority to cause all the Awardee’s rights
under all outstanding Awards to be suspended during the investigation period in which event the Awardee shall have no right to exercise any outstanding Awards. 
 v. Other Terminations of Continuous Service. The Administrator may provide in the applicable Option Agreement for different treatment of Options upon Termination of Continuous Service of the Awardee than
that specified above. 
 vi. Extension of Exercise Period. The Administrator shall have full power and authority to extend the
period of time for which an Option is to remain exercisable following an Awardee’s Termination of Continuous Service from the periods set forth in Sections 8(e)(i),(ii) and (iii) above or in the Option Agreement to such greater time as the
Board shall deem appropriate, provided that in no event shall such Option be exercisable later than the date of expiration of the term of such Option as set forth in the Option Agreement. 
 vii. Extension if Exercise Prevented by Law. Notwithstanding the foregoing, other than a Termination for Cause, if a sale within the
applicable time periods set forth in Section 8(e) above or in the Option Agreement is prevented by Section 19 below, the Option shall remain exercisable until thirty (30) days after the date the Awardee is notified by the Company that
the Option is exercisable, but in any event no later than the Option expiration date. 
  

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 viii. Extension if Subject to
Section 16(b). Notwithstanding the foregoing, other than a termination for Cause, if a sale within the applicable time periods set forth in Section 8(e) above or in the Option Agreement would subject the Awardee to a suit under
Section 16(b) of the Exchange Act, the Option shall remain exercisable until the earliest to occur of (i) the tenth (10th) day following the
date on which a sale of shares by the Awardee would no longer be subject to suit, (ii) the one hundred ninetieth (190th) day after Awardee’s
Termination of Continuous Service, or (iii) the Option expiration date. 
 (f) Leave of Absence. The
Administrator 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 leave that is not a leave required to be provided to the Awardee under Applicable Law. In the event of military leave, vesting shall toll during any unpaid portion of such leave, provided that, upon an Awardee’s returning from
military leave (under conditions that would entitle him or her to protection upon such return under the Uniform Services Employment and Reemployment Rights Act), he or she shall be given vesting credit with respect to Options to the same extent as
would have applied had the Awardee continued to provide services to the Company throughout the leave on the same terms as he or she was providing services immediately prior to such leave. 
  

	9.	Incentive Stock Option Limitations/Terms. 

 (a)
Eligibility. Only employees (as determined in accordance with Section 3401(c) of the Code and the regulations promulgated thereunder) of the Company or any of its Subsidiaries may be granted Incentive Stock Options. 
 (b) $100,000 Limitation. Notwithstanding the designation “Incentive Stock Option” in an Option Agreement, if and to the extent that
the aggregate Fair Market Value of the Shares with respect to which Incentive Stock Options are exercisable for the first time by the Awardee during any calendar year (under all plans of the Company and any of its Subsidiaries) exceeds U.S.
$100,000, such Options shall be treated as Nonstatutory Stock Options. For purposes of this Section 9(b), Incentive Stock Options shall be taken into account in the order in which they were granted. The Fair Market Value of the Shares shall be
determined as of the Grant Date. 
 (c) Transferability. An Incentive Stock Option may not be sold, pledged, assigned,
hypothecated, transferred or disposed of in any manner by the Awardee otherwise than by will or the laws of descent and distribution, and, during the lifetime of such Awardee, may only be exercised by the Awardee. If the terms of an Incentive Stock
Option are amended to permit transferability, the Option will be treated for tax purposes as a Nonstatutory Stock Option. The designation of a beneficiary by an Awardee will not constitute a transfer. 
 (d) Exercise Price. The per Share exercise price of an Incentive Stock Option shall be determined by the Administrator in accordance with
Section 8(b)(i) of the Plan. 
 (e) Other Terms. Option Agreements evidencing Incentive Stock Options shall contain
such other terms and conditions as may be necessary to qualify, to the extent determined desirable by the Administrator, with the applicable provisions of Section 422 of the Code. 
  

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	10.	Exercise of Option.

 (a) Procedure for
Exercise. 
 i. Any Option granted hereunder shall be exercisable according to the terms of the Plan and at such times and under such
conditions as determined by the Administrator and set forth in the respective Option Agreement. 
 ii. An Option shall be deemed exercised
when the Company receives (A) written or electronic notice of exercise (in accordance with the Option Agreement) from the person entitled to exercise the Option; (B) full payment for the Shares with respect to which the related Option is
exercised; and (C) payment of all applicable withholding taxes. 
 iii. An Option may not be exercised for a fraction of a Share.

 (b) Rights as a Shareholder. The Company shall issue (or cause to be issued) such Shares as administratively practicable after the
Option is exercised. Shares issued upon exercise of an Option shall be issued in the name of the Participant or, if requested by the Participant, in the name of the Participant and his or her spouse. Unless provided otherwise by the Administrator or
pursuant to this Plan, until the Shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a shareholder
shall exist with respect to the Shares subject to an Option, notwithstanding the exercise of the Option. 
  

	11.	Stock Awards.

 (a) Stock Award
Agreement. Each Stock Award Agreement shall contain provisions regarding (i) the number of Shares subject to such Stock Award or a formula for determining such number, (ii) the purchase price of the Shares, if any, and the means
of payment for the Shares, (iii) the performance criteria (including Qualifying Performance Criteria), if any, and level of achievement versus these criteria that shall determine the number of Shares granted, issued, retainable and/or vested,
(iv) such terms and conditions on the grant, issuance, vesting, settlement and/or forfeiture of the Shares as may be determined from time to time by the Administrator, (v) restrictions on the transferability of the Stock Award and
(vi) such further terms and conditions in each case not inconsistent with this Plan as may be determined from time to time by the Administrator. 
 (b) Restrictions and Performance Criteria. The grant, issuance, retention, settlement and/or vesting of each Stock Award or the Shares subject thereto may be subject to such performance criteria (including
Qualifying Performance Criteria) and level of achievement versus these criteria as the Administrator shall determine, which criteria may be based on financial performance, personal performance evaluations and/or completion of service by the Awardee.
Unless otherwise permitted in compliance with the requirements of Code Section 162(m) with respect to an Award intended to comply as “performance-based compensation” thereunder, the Committee shall establish the Qualifying Performance
Criteria applicable to, and the formula for calculating the amount payable under, the Award no later than the earlier of (a) the date ninety (90) days after the commencement of the applicable performance period, or (b) the date on
which twenty-five percent (25%) of the performance period has elapsed, and in any event at a time when the achievement of the applicable Qualifying Performance Criteria remains substantially uncertain. 
  

 15 








 (c) Forfeiture. Unless otherwise provided for by the Administrator, upon the Awardee’s
Termination of Continuous Service, the Stock Award and the Shares subject thereto shall be forfeited, provided that to the extent that the Participant purchased or earned any Shares, the Company shall have a right to repurchase the unvested Shares
at such price and on such terms and conditions as the Administrator determines. 
 (d) Rights as a Shareholder. Unless otherwise
provided by the Administrator in the Award Agreement, the Participant shall have the rights equivalent to those of a shareholder and shall be a shareholder only after Shares are issued (as evidenced by the appropriate entry on the books of the
Company or of a duly authorized transfer agent of the Company) to the Participant. Unless otherwise provided by the Administrator, a Participant holding Stock Units shall not be entitled to receive dividend payments or any credit therefor as if he
or she was an actual shareholder. 
 (e) Stock Appreciation Rights. 
 i. General. Stock Appreciation Rights may be granted either alone, in addition to, or in tandem with other Awards granted under the Plan. The Board
may grant Stock Appreciation Rights to eligible Participants subject to terms and conditions not inconsistent with this Plan and determined by the Board. The specific terms and conditions applicable to the Participant shall be provided for in the
Stock Award Agreement. Stock Appreciation Rights shall be exercisable, in whole or in part, at such times as the Board shall specify in the Stock Award Agreement. 
 ii. Exercise of Stock Appreciation Right. Upon the exercise of a Stock Appreciation Right, in whole or in part, the Participant shall be entitled to a payment in an amount equal to the excess of the Fair Market
Value on the date of exercise of a fixed number of Shares covered by the exercised portion of the Stock Appreciation Right, over the Fair Market Value on the Grant Date of the Shares covered by the exercised portion of the Stock Appreciation Right
(or such other amount calculated with respect to Shares subject to the Award as the Board may determine). The amount due to the Participant upon the exercise of a Stock Appreciation Right shall be paid in such form of consideration as determined by
the Board and may be in cash, Shares or a combination thereof, over the period or periods specified in the Stock Award Agreement. A Stock Award Agreement may place limits on the amount that may be paid over any specified period or periods upon the
exercise of a Stock Appreciation Right, on an aggregate basis or as to any Participant. A Stock Appreciation Right shall be considered exercised when the Company receives written notice of exercise in accordance with the terms of the Stock Award
Agreement from the person entitled to exercise the Stock Appreciation Right. 
 iii. Nonassignability of Stock Appreciation
Rights. Except as determined by the Administrator, no Stock Appreciation Right shall be assignable or otherwise transferable by the Participant except by will or by the laws of descent and distribution. 
  

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	12.	Cash Awards. 

 (a) Cash Award. Each Cash
Award shall contain provisions regarding (i) the target and maximum amount payable to the Awardee as a Cash Award, (ii) the performance criteria and level of achievement versus these criteria which shall determine the amount of such
payment, (iii) the period as to which performance shall be measured for establishing the amount of any payment, (iv) the timing of any payment earned by virtue of performance, (v) restrictions on the alienation or transfer of the Cash
Award prior to actual payment, (vi) forfeiture provisions, and (vii) such further terms and conditions, in each case not inconsistent with the Plan, as may be determined from time to time by the Administrator. The maximum amount payable as
a Cash Award may be a multiple of the target amount payable, but the maximum amount payable pursuant to that portion of a Cash Award granted under this Plan for any fiscal year to any Awardee that is intended to satisfy the requirements for
“performance based compensation” under Section 162(m) of the Code shall not exceed U.S. $1,000,000. 
 (b) Performance
Criteria. The Administrator shall establish the performance criteria and level of achievement versus these criteria which shall determine the target and the minimum and maximum amount payable under a Cash Award, which criteria may be based on
financial performance and/or personal performance evaluations. The Committee may specify the percentage of the target Cash Award that is intended to satisfy the requirements for “performance-based compensation” under Section 162(m) of
the Code. Notwithstanding anything to the contrary herein, the performance criteria for any portion of a Cash Award that is intended to satisfy the requirements for “performance-based compensation” under Section 162(m) of the Code
shall be a measure established by the Committee based on one or more Qualifying Performance Criteria selected by the Committee and specified in writing not later than the earlier of (a) the date ninety (90) days after the commencement of
the applicable performance period, or (b) the date on which twenty-five percent (25%) of the performance period has elapsed, and in any event at a time when the achievement of the applicable Qualifying Performance Criteria remains
substantially uncertain. 
 (c) Timing and Form of Payment. The Administrator shall determine the timing of payment of any Cash Award.
The Administrator may provide for or, subject to such terms and conditions as the Administrator may specify, may permit an Awardee to elect for the payment of any Cash Award to be deferred to a specified date or event. The Administrator may specify
the form of payment of Cash Awards, which may be cash or other property, or may provide for an Awardee to have the option for his or her Cash Award, or such portion thereof as the Administrator may specify, to be paid in whole or in part in cash or
other property. 
 (d) Termination of Continuous Service. The Administrator shall have the discretion to determine the effect a
Termination of Continuous Service due to (i) disability, (ii) death or (iii) otherwise shall have on any Cash Award. 
  

	13.	Non-Discretionary Grants to Eligible Directors 

 (a)
General. The Non-Discretionary Grant Program in this Section 13 allows Eligible Directors to receive Nonstatutory Stock Options automatically at designated intervals over their period of Continuous Service on the Board.

  

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 (b) Eligibility. The Stock Awards shall automatically be granted to all Eligible Directors
who meet the specified criteria. 
 (c) Non-Discretionary Grants.
 i. Initial Awards. Without any further action of the Board, each person who after the Effective Date is elected or appointed for the first
time to be an Eligible Director automatically shall, upon the date of his or her initial election or appointment to be an Eligible Director, be granted a Nonstatutory Stock Option (the “Initial Award”) to purchase one hundred
fifty thousand (150,000) shares of Common Stock (on a pre-split basis) on the terms and conditions set forth in Section 13(d). 
 ii. Annual Awards. Without any further action of the Board, on the date of each Annual Meeting, commencing with the Annual Meeting in 2009, each person who is then an Eligible Director (and who has been an Eligible Director for
at least eleven (11) months) shall be granted a Nonstatutory Stock Option (the “Annual Award”) to purchase fifty thousand (50,000) shares of Common Stock (on a pre-split basis) on the terms and conditions set forth
in Section 13(d). 
 (d) Non-Discretionary Option Grant Provisions.
 i. Term. No Option granted hereunder shall be exercisable after the expiration of ten (10) years from the date it was granted.

 ii. Exercise Price. The exercise price of each Option shall be one hundred percent (100%) of the Fair Market Value of the
Common Stock subject to the Option on the date the Option is granted. 
 iii. Consideration. The purchase price of Common Stock
acquired pursuant to the exercise of an Option may be paid by any combination of the methods of payment set forth below: 
 (1) cash;

 (2) check or wire transfer (denominated in U.S. Dollars); 
 (3) subject to the Company’s discretion to refuse for any reason and at any time to accept such consideration and subject to any conditions or limitations established by the Administrator, other Shares held by
the Eligible Director which have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which said Option shall be exercised; 
 (4) consideration received by the Company under a broker-assisted sale and remittance program acceptable to the Administrator; 
 (5) cashless “net exercise” arrangement pursuant to which the Company will reduce the number of Shares issued upon exercise by the largest
whole number of Shares having an aggregate Fair Market Value that does not exceed the aggregate exercise price; 

  

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provided that the Company shall accept a cash or other payment from the Eligible Director to the extent of any remaining balance of the exercise price not
satisfied by such reduction in the number of whole Shares to be issued; and also provided that Shares will no longer be outstanding under an Option and will not be exercisable thereafter to the extent that (A) Shares are withheld to pay the
exercise price pursuant to a “net exercise,” and (B) the remaining number of whole Shares are delivered to the Eligible Director as a result of such exercise; 
 (6) such other consideration and method of payment for the issuance of Shares to the extent permitted by Applicable Laws; or 
 (7) any combination of the foregoing methods of payment. 
 iv. Termination of Continuous Service. In the event that an Eligible Director’s Continuous Service terminates (other than upon the Eligible Director’s death or Disability or upon a Change in
Control), the Eligible Director may exercise his or her Option (to the extent that the Eligible Director was entitled to exercise such Option as of the date of termination of Continuous Service) but only within such period of time ending on the
earlier of (i) the date three (3) months following the termination of the Eligible Director’s Continuous Service (or such longer or shorter period specified in the Option Agreement), or (ii) the expiration of the term of the
Option as set forth in the Option Agreement. If, after termination of Continuous Service, the Eligible Director does not exercise his or her Option within the time specified herein or in the Option Agreement (as applicable), the Option shall
terminate. 
 v. Extension of Termination Date. If the exercise of the Option following the termination of the Eligible
Director’s Continuous Service (other than upon the Eligible Director’s death or Disability or upon a Change in Control) would be prohibited at any time solely because the issuance of shares of Common Stock would violate the registration
requirements under the Securities Act, then the Option shall terminate on the earlier of (i) the expiration of a period of three (3) months after the termination of the Eligible Director’s Continuous Service during which the exercise
of the Option would not be in violation of such registration requirements, or (ii) the expiration of the term of the Option as set forth in the Option Agreement. 
 vi. Disability of Eligible Director. In the event that an Eligible Director’s Continuous Service terminates as a result of the Eligible Director’s Disability, the Option shall become fully vested
and exercisable and the Eligible Director may exercise his or her Option, but only within such period of time ending on the earlier of (i) the date six (6) months following such termination of Continuous Service, or (ii) the
expiration of the term of the Option as set forth in the Option Agreement. If, after termination, the Eligible Director does not exercise his or her Option within the time specified herein or in the Option Agreement, the Option shall terminate.

 vii. Death of Eligible Director. In the event that (i) an Eligible Director’s Continuous Service terminates as a result
of the Eligible Director’s death, or (ii) the Eligible Director dies within the three-month period after the termination of the Eligible Director’s Continuous Service for a reason other than death, then the Option shall become fully
vested and exercisable and may be exercised by the Eligible Director’s estate, by a person who acquired the right to exercise the Option by bequest or inheritance or by a person designated to exercise the 

  

 19 








 
Option upon the Eligible Director’s death, but only within the period ending on the earlier of (i) the date twelve (12) months following the
date of death, or (ii) the expiration of the term of such Option as set forth in the Option Agreement. If, after the Eligible Director’s death, the Option is not exercised within the time specified herein, the Option shall terminate.

 viii. Termination Upon Change in Control. In the event that an Eligible Director’s Continuous Service terminates as of, or
within twelve (12) months following a Change in Control, the Eligible Director may exercise his or her Option (to the extent that the Eligible Director was entitled to exercise such Option as of the date of termination of Continuous Service)
within such period of time ending on the earlier of (i) the date twelve (12) months following the effective date of the Change in Control (or such longer or shorter period specified in the Option Agreement), or (ii) the expiration of
the term of the Option as set forth in the Option Agreement. If, after termination of Continuous Service, the Eligible Director does not exercise his or her Option within the time specified herein or in the Option Agreement (as applicable), the
Option shall terminate. 
 ix. Vesting. Options granted under the Non-Discretionary Grant Program shall vest as follows:

 (1) Initial Awards. Each Initial Award shall vest in a series of thirty-six (36) successive equal monthly installments
during the Eligible Director’s Continuous Service over the three (3)-year period measured from the date of grant. 
 (2) Annual
Awards. Each Annual Award shall vest in full on the day prior to the next Annual Meeting following the date of grant. 
 x.
Change in Control. In the event of a Change in Control, each Option granted under the Non-Discretionary Grant Program shall become fully vested and exercisable immediately prior to the effectiveness of such Change in Control. 

xi. Remaining Terms. The remaining terms and conditions of each Option shall be as set forth in an Option Agreement in the form adopted
from time to time by the Board; provided, however, that the terms of such Option Agreement shall be consistent with the terms of the Plan. 
  

	14.	Other Provisions Applicable to Awards.

 (a)
Non-Transferability of Awards. Unless determined otherwise by the Administrator, an Award may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner for value other than by beneficiary designation, will
or by the laws of descent or distribution. Subject to Section 9(c), the Administrator may in its discretion make an Award transferable to an Awardee’s family member or any other person or entity as it deems appropriate. If the
Administrator makes an Award transferable, either at the time of grant or thereafter, such Award shall contain such additional terms and conditions as the Administrator deems appropriate, and any transferee shall be deemed to be bound by such terms
upon acceptance of such transfer. 
  

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 (b) Qualifying Performance Criteria. For purposes of this Plan, the term “Qualifying
Performance Criteria” shall mean any one or more of the following performance criteria, either individually, alternatively or in any combination, applied to either the Company as a whole or to a business unit, Affiliate or business segment,
either individually, alternatively or in any combination, and measured either annually or cumulatively over a period of years, on an absolute basis or relative to a pre-established target, to previous years’ results or to a designated
comparison group, in each case as specified by the Administrator in the Award: (i) cash flow; (ii) total shareholder return; (iii) return on capital; (iv) return on assets or net assets; (v) return on investment;
(vi) revenue or growth in revenue; (vii) market share; (viii) contract awards; (ix) overhead or other expense reduction; (x) growth in shareholder value relative to the moving average of a peer group index; (xi) credit
rating; (xii) strategic plan development and implementation (including individual performance objectives that relate to achievement of the Company’s or any business unit’s strategic plan); (xiii) efficiency ratio;
(xiv) ratio of nonperforming assets to total assets; and (xv) any other similar criteria. The Committee may appropriately adjust any evaluation of performance under a Qualifying Performance Criteria to exclude any of the following events
that occurs during a performance period: (A) asset write-downs; (B) litigation or claim judgments or settlements; (C) the effect of changes in tax law, accounting principles or other such laws or provisions affecting reported results;
(D) accruals for reorganization and restructuring programs; and (E) any gains or losses classified as extraordinary or as discontinued operations in the Company’s financial statements. 
 (c) Certification. Prior to the payment of any compensation under an Award intended to qualify as “performance-based compensation”
under Section 162(m) of the Code, the Committee shall certify the extent to which any Qualifying Performance Criteria and any other material terms under such Award have been satisfied (other than in cases where such relate solely to the
increase in the value of the Common Stock). 
 (d) Discretionary Adjustments Pursuant to Section 162(m). Notwithstanding
satisfaction of any completion of any Qualifying Performance Criteria, to the extent specified at the time of grant of an Award to “covered employees” within the meaning of Section 162(m) of the Code, the number of Shares, Options or
other benefits granted, issued, retainable and/or vested under an Award on account of satisfaction of such Qualifying Performance Criteria may be reduced by the Committee on the basis of such further considerations as the Committee in its sole
discretion shall determine. 
 (e) Compliance with Section 409A. Notwithstanding anything to the contrary contained herein,
to the extent that the Administrator determines that any Award granted under the Plan is subject to Code Section 409A and unless otherwise specified in the applicable Award Agreement, the Award Agreement evidencing such Award shall incorporate
the terms and conditions necessary for such Award to avoid the consequences described in Code Section 409A(a)(1), and to the maximum extent permitted under Applicable Law (and unless otherwise stated in the applicable Award Agreement), the Plan
and the Award Agreements shall be interpreted in a manner that results in their conforming to the requirements of Code Section 409A(a)(2), (3) and (4) and any Department of Treasury or Internal Revenue Service regulations or other
interpretive guidance issued under Section 409A (whenever issued, the “Guidance”). Notwithstanding anything to the contrary in this Plan (and unless the Award Agreement provides otherwise, with specific reference to this
sentence), to the extent that a Participant holding an 

  

 21 








 
Award that constitutes “deferred compensation” under Section 409A and the Guidance is a “specified employee” (also as defined
thereunder), no distribution or payment of any amount shall be made before a date that is six (6) months following the date of such Participant’s “separation from service” (as defined in Section 409A and the Guidance) or, if
earlier, the date of the Participant’s death. 
 (f) Deferral of Award Benefits. The Administrator may in its discretion and
upon such terms and conditions as it determines appropriate permit one or more Participants whom it selects to (a) defer compensation payable pursuant to the terms of an Award, or (b) defer compensation arising outside the terms of this
Plan pursuant to a program that provides for deferred payment in satisfaction of such other compensation amounts through the issuance of one or more Awards. Any such deferral arrangement shall be evidenced by an Award Agreement in such form as the
Administrator shall from time to time establish, and no such deferral arrangement shall be a valid and binding obligation unless evidenced by a fully executed Award Agreement, the form of which the Administrator has approved, including through the
Administrator’s establishing a written program (the “Program”) under this Plan to govern the form of Award Agreements participating in such Program. Any such Award Agreement or Program shall specify the treatment of dividends
or dividend equivalent rights (if any) that apply to Awards governed thereby, and shall further provide that any elections governing payment of amounts pursuant to such Program shall be in writing, shall be delivered to the Company or its agent in a
form and manner that complies with Code Section 409A and the Guidance, and shall specify the amount to be distributed in settlement of the deferral arrangement, as well as the time and form of such distribution in a manner that complies with
Code Section 409A and the Guidance. 
  

	15.	Adjustments upon Changes in Capitalization, Dissolution, Merger or Asset Sale.

 (a) Changes in Capitalization. Subject to any required action by the shareholders of the Company, the number of shares of Common Stock covered by each outstanding Award, the number of shares of Common
Stock which have been authorized for issuance under the Plan, but as to which no Awards have yet been granted or which have been returned to the Plan upon cancellation, forfeiture or expiration of an Award, the price per Share subject to each such
outstanding Award and each of the share limits set forth in Section 3(a) and 3(b), shall be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from a stock split, reverse stock split,
stock dividend, combination or reclassification of the Common Stock, payment of a dividend or distribution in a form other than stock (excepting normal cash dividends) that has a material effect on the Fair Market Value of the shares of Common
Stock, or any other increase or decrease in the number of issued shares of Common Stock effected without receipt of consideration by the Company; provided, however, that conversion of any convertible securities of the Company shall not be deemed to
have been “effected without receipt of consideration.” Such adjustment shall be made by the Administrator, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the
Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to an Award.

  

 22 








 (b) Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of
the Company, the Administrator shall notify each Participant as soon as practicable prior to the effective date of such proposed transaction. To the extent it has not been previously exercised or the Shares subject thereto issued to the Awardee and
unless otherwise determined by the Administrator, an Award will terminate immediately prior to the consummation of such proposed transaction. 
 (c) Change in Control. In the event there is a Change in Control of the Company, as determined by the Board or a Committee, the Board or Committee may, in its discretion, (i) provide for the assumption or substitution of,
or adjustment (including to the number and type of Shares and exercise or purchase price applicable) to, each outstanding Award; (ii) accelerate the vesting of Options and terminate any restrictions on Stock Awards and/or (iii) provide for
termination of Awards as a result of the Change in Control on such terms and conditions as it deems appropriate, including providing for the cancellation of Awards for a cash or other payment to the Participant. 
 For purposes of this Section 15(c), an Award shall be considered assumed, without limitation, if, at the time of issuance of the stock or other
consideration upon a Change in Control, as the case may be, each holder of an Award would be entitled to receive upon exercise of the Award the same number and kind of shares of stock or the same amount of property, cash or securities as such holder
would have been entitled to receive upon the occurrence of the transaction if the holder had been, immediately prior to such transaction, the holder of the number of Shares covered by the Award at such time (after giving effect to any adjustments in
the number of Shares covered by the Award as provided for in Section 15(a)); provided that if such consideration received in the transaction is not solely common stock of the successor corporation, the Administrator may, with the consent of the
successor corporation, provide for the consideration to be received upon exercise of the Award to be solely common stock of the successor corporation equal to the Fair Market Value of the per Share consideration received by holders of Common Stock
in the transaction. The treatment of Cash Awards in a transaction governed by this Section 15(c) shall be governed by the applicable Award Agreement. 
  

	16.	Amendment and Termination of the Plan.

 (a)
Amendment and Termination. The Administrator may amend, alter or discontinue the Plan or any Award Agreement, but any such amendment shall be subject to approval of the shareholders of the Company in the manner and to the extent required
by Applicable Law. To the extent required to comply with Section 162(m), the Company shall seek re-approval of the Plan from time to time by the shareholders. In addition, without limiting the foregoing, unless approved by the shareholders of
the Company, no such amendment shall be made that would: 
 i. materially increase the maximum number of Shares for which Awards may be
granted under the Plan, other than an increase pursuant to Section 15 of the Plan; or 
 ii. change the class of persons eligible to
receive Awards under the Plan. 
  

 23 








 (b) Effect of Amendment or Termination. No amendment, suspension or termination of the Plan
shall impair the rights of any Award, unless mutually agreed otherwise between the Participant and the Administrator, which agreement must be in writing and signed by the Participant and the Company; provided further that the Administrator may amend
an outstanding Award in order to conform it to the Administrator’s intent (in its sole discretion) that such Award not be subject to Code Section 409A(a)(1)(B). Termination of the Plan shall not affect the Administrator’s ability to
exercise the powers granted to it hereunder with respect to Awards granted under the Plan prior to the date of such termination. 
 (c)
Effect of the Plan on Other Arrangements. Neither the adoption of the Plan by the Board or a Committee nor the submission of the Plan to the shareholders of the Company for approval shall be construed as creating any limitations on the
power of the Board or any Committee to adopt such other incentive arrangements as it or they may deem desirable, including without limitation, the granting of restricted stock or stock options otherwise than under the Plan, and such arrangements may
be either generally applicable or applicable only in specific cases. The value of Awards granted pursuant to the Plan will not be included as compensation, earnings, salaries or other similar terms used when calculating an Awardee’s benefits
under any employee benefit plan sponsored by the Company or any Subsidiary except as such plan otherwise expressly provides. 
  

	17.	Designation of Beneficiary.

 (a) An Awardee may
file a written designation of a beneficiary who is to receive the Awardee’s rights pursuant to Awardee’s Award or the Awardee may include his or her Awards in an omnibus beneficiary designation for all benefits under the Plan. To the
extent that Awardee has completed a designation of beneficiary while employed with the Company, such beneficiary designation shall remain in effect with respect to any Award hereunder until changed by the Awardee to the extent enforceable under
Applicable Law. 
 (b) Such designation of beneficiary may be changed by the Awardee at any time by written notice. In the event of the death
of an Awardee and in the absence of a beneficiary validly designated under the Plan who is living at the time of such Awardee’s death, the Company shall allow the executor or administrator of the estate of the Awardee to exercise the Award, or
if no such executor or administrator has been appointed (to the knowledge of the Company), the Company, in its discretion, may allow the spouse or one or more dependents or relatives of the Awardee to exercise the Award to the extent permissible
under Applicable Law or if no spouse, dependent or relative is known to the Company, then to such other person as the Company may designate. 
  

	18.	No Right to Awards or to Employment.

 No person
shall have any claim or right to be granted an Award and the grant of any Award shall not be construed as giving an Awardee the right to continue in the employ of the Company or its Affiliates. Further, the Company and its Affiliates expressly
reserve the right, at any time, to dismiss any Employee, Consultant or Awardee at any time without liability or any claim under the Plan, except as provided herein or in any Award Agreement entered into hereunder. 
  

 24 









	19.	Legal Compliance.

 Shares shall not be issued
pursuant to the exercise of an Option or Stock Award unless the exercise of such Option or Stock Award and the issuance and delivery of such Shares shall comply with Applicable Laws and shall be further subject to the approval of counsel for the
Company with respect to such compliance. 
  

	20.	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. 
  

	21.	Notice.

 Any written notice to the Company required
by any provisions of this Plan shall be addressed to the Secretary of the Company and shall be effective when received. 
  

	22.	Governing Law; Interpretation of Plan and Awards. 

 (a) This Plan and all determinations made and actions taken pursuant hereto shall be governed by the substantive laws, but not the choice of law rules, of the State of Washington. 
 (b) In the event that any provision of the Plan or any Award granted under the Plan is declared to be illegal, invalid or otherwise unenforceable by a
court of competent jurisdiction, such provision shall be reformed, if possible, to the extent necessary to render it legal, valid and enforceable, or otherwise deleted, and the remainder of the terms of the Plan and/or Award shall not be affected
except to the extent necessary to reform or delete such illegal, invalid or unenforceable provision. 
 (c) The headings preceding the text
of the sections hereof are inserted solely for convenience of reference, and shall not constitute a part of the Plan, nor shall they affect its meaning, construction or effect. 
 (d) The terms of the Plan and any Award shall inure to the benefit of and be binding upon the parties hereto and their respective permitted heirs,
beneficiaries, successors and assigns. 
 (e) All questions arising under the Plan or under any Award shall be decided by the Administrator
in its total and absolute discretion. In the event the Participant believes that a decision by the Administrator with respect to such person was arbitrary or capricious, the Participant may request arbitration with respect to such decision. The
review by the arbitrator shall be limited to determining whether the Administrator’s decision was arbitrary or capricious. This arbitration shall be the sole and exclusive review permitted of the Administrator’s decision, and the Awardee
shall as a condition to the receipt of an Award be deemed to explicitly waive any right to judicial review. 
 (f) Notice of demand for
arbitration shall be made in writing to the Administrator within thirty (30) days after the applicable decision by the Administrator. The arbitrator shall be selected from amongst those members of the Board who are neither Administrators nor


  

 25 








 
Employees. If there are no such members of the Board, the arbitrator shall be selected by the Board. The arbitrator shall be an individual who is an attorney
licensed to practice law in the State of Washington. Such arbitrator shall be neutral within the meaning of the Commercial Rules of Dispute Resolution of the American Arbitration Association; provided, however, that the arbitration shall not be
administered by the American Arbitration Association. Any challenge to the neutrality of the arbitrator shall be resolved by the arbitrator whose decision shall be final and conclusive. The arbitration shall be administered and conducted by the
arbitrator pursuant to the Commercial Rules of Dispute Resolution of the American Arbitration Association. The decision of the arbitrator on the issue(s) presented for arbitration shall be final and conclusive and may be enforced in any court of
competent jurisdiction. 
  

	23.	Limitation on Liability.

 The Company and any
Affiliate which is in existence or hereafter comes into existence shall not be liable to a Participant, an Employee, an Awardee or any other persons as to: 
 (a) The Non-Issuance of Shares. The non-issuance or sale of Shares (including under Section 19 above) as to which the Company has been unable, or the Arbitration deems it infeasible, to obtain from
any regulatory body having jurisdiction the authority deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any shares hereunder; and 
 (b) Tax Consequences. Any tax consequence realized by any Participant, Employee, Awardee or other person due to the receipt, vesting, exercise or settlement of any Option or other Award granted hereunder
or due to the transfer of any Shares issued hereunder. The Participant is responsible for, and by accepting an Award under the Plan agrees to bear, all taxes of any nature that are legally imposed upon the Participant in connection with an Award,
and the Company does not assume, and will not be liable to any party for, any cost or liability arising in connection with such tax liability legally imposed on the Participant. In particular, Awards issued under the Plan may be characterized by the
Internal Revenue Service (the “IRS”) as “deferred compensation” under the Code resulting in additional taxes, including in some cases interest and penalties. In the event the IRS determines that an Award constitutes
deferred compensation under the Code or challenges any good faith characterization made by the Company or any other party of the tax treatment applicable to an Award, the Participant will be responsible for the additional taxes, and interest and
penalties, if any, that are determined to apply if such challenge succeeds, and the Company will not reimburse the Participant for the amount of any additional taxes, penalties or interest that result. 
 (c) Forfeiture. The requirement that Participant forfeit an Award, or the benefits received or to be received under an Award, pursuant to any
Applicable Law. 
  

	24.	Indemnification. 

 In addition to such other rights
of indemnification as they may have as members of the Board or officers or employees of the Company or an Affiliate, members of the Board and any officers or employees of the Company or an Affiliate to whom authority to act for the Board or the
Company is delegated shall be indemnified by the Company against all reasonable expenses, including attorneys’ fees, actually and necessarily incurred in connection with the defense of any 

  

 26 








 
action, suit or proceeding, or in connection with any appeal therein, to which they or any of them may be a party by reason of any action taken or failure to
act under or in connection with the Plan, or any right granted hereunder, and against all amounts paid by them in settlement thereof (provided such settlement is approved by independent legal counsel selected by the Company) or paid by them in
satisfaction of a judgment in any such action, suit or proceeding, except in relation to matters as to which it shall be adjudged in any such action, suit or proceeding that such person is liable for gross negligence, bad faith or intentional
misconduct in duties; provided, however, that within sixty (60) days after the institution of such action, suit or proceeding, such person shall offer to the Company, in writing, the opportunity at its own expense to handle and defend the same.

  

	25.	Unfunded Plan.

 Insofar as it provides for Awards,
the Plan shall be unfunded. Although bookkeeping accounts may be established with respect to Awardees who are granted Stock Awards under this Plan, any such accounts will be used merely as a bookkeeping convenience. The Company shall not be required
to segregate any assets which may at any time be represented by Awards, nor shall this Plan be construed as providing for such segregation, nor shall the Company nor the Administrator be deemed to be a trustee of stock or cash to be awarded under
the Plan. Any liability of the Company to any Participant with respect to an Award shall be based solely upon any contractual obligations which may be created by the Plan; no such obligation of the Company shall be deemed to be secured by any pledge
or other encumbrance on any property of the Company. Neither the Company nor the Administrator shall be required to give any security or bond for the performance of any obligation which may be created by this Plan. 
  

 27 








 VAROLII CORPORATION 
 2007 EQUITY INCENTIVE PLAN 
 NOTICE OF GRANT OF STOCK OPTION 
 You have been granted an option to purchase Common Stock of Varolii Corporation (the “Company”) as follows: 
  

			
	Board Approval Date:	  	__________________
		
	Date of Grant:	  	__________________
		
	Exercise Price per Share:	  	$                                  
		
	Total Number of Shares Granted:	  	__________________
		
	Total Exercise Price:	  	$                                  
		
	Type of Option:	  	______ Nonstatutory Stock Option
		
		  	______ Incentive Stock Option
		
	Expiration Date:	  	__________________
		
	Vesting Commencement Date:	  	__________________
		
	Vesting/Exercise Schedule:	  	So long as you are in Continuous Service with the Company, the Shares underlying this Option shall vest and become exercisable in accordance with the following
schedule:                     of the total number of Shares subject to the Option shall vest and become exercisable on the
                     month anniversary of the Vesting Commencement Date and
                     of the total number of Shares subject to the Option shall vest and become exercisable on each monthly anniversary
thereafter.
		
	Termination Period:	  	This Option may be exercised for ninety (90) days after termination of Optionee’s Continuous Service. Optionee is responsible for keeping track of these exercise periods following
termination for any reason of his or her service relationship with the Company. The Company will not provide further notice of such periods.
		
	Transferability:	  	This Option may not be transferred except as set forth in the attached Varolii Corporation Stock Option Agreement.

  

 1 








 By your signature and the signature of the Company’ representative below, you and the Company agree
that this option is granted under and governed by the terms and conditions of the Varolii Corporation 2007 Equity Incentive Plan and the Varolii Corporation Stock Option Agreement, both of which are attached and made a part of this document.

 In addition, you agree and acknowledge that your rights to any Shares underlying the Option will be earned only as you provide services to
the Company over time, that the grant of the Option is not as consideration for service you rendered to the Company prior to your Vesting Commencement Date, and that nothing in the Notice or the attached documents confers upon you any right to
continue your employment or consulting relationship with the Company for any period of time, nor does it interfere in any way with your right or the Company’s right to terminate that relationship at any time, for any reason, with or without
cause. 
  

					
	OPTIONEE	 		  	VAROLII CORPORATION
			
	  
	 		  	  

		 		  	Name:
		 		  	Title:

  

 2 








 VAROLII CORPORATION 
 2007 EQUITY INCENTIVE PLAN 
 STOCK OPTION AGREEMENT 
 THIS STOCK OPTION AGREEMENT (the “Agreement”) dated on the grant date (“Grant Date”) as stated in the Notice of Stock Option Grant
(“Notice of Grant”) between Varolii Corporation, a Washington corporation (the “Company”), and                     
(“Optionee”), is entered into as follows: 
 WITNESSETH: 
 WHEREAS, the Company has established the 2007 Equity Incentive Plan (the “Plan”); and 
 WHEREAS, the Compensation Committee of the Board of Directors of the Company or its delegates (the “Committee”) has determined that Optionee
shall be granted an option under the Plan as hereinafter set forth; 
 The parties hereby agree that the Company grants, effective as of the
Grant Date, Optionee [an Incentive] [a Nonstatutory] Stock Option (this “Option”) to purchase the number of Shares, as stated in the Notice of Grant, of its $0.001 par value Common Stock (the “Shares”) upon the terms and
conditions set forth in the Notice of Grant and this Agreement. 
 1. Plan Award. This Option is granted under and pursuant to the Plan and is
subject to each and all of the provisions thereof. If this Option is designated as an Incentive Stock Option, it is intended to qualify as an Incentive Stock Option as defined in Section 422 of the Internal Revenue Code of 1986, as amended, and
to the extent this Option does not qualify as an Incentive Stock Option under Applicable Laws, then it is intended to be and will be treated as a Nonstatutory Stock Option. Notwithstanding the above, in the event that the Shares subject to this
Option (and all other Incentive Stock Options granted to Optionee by the Company or any Subsidiary, including under other plans of the Company or any Subsidiary) that first become exercisable in any calendar year have an aggregate fair market value
(determined for each Share as of the date of grant of the option covering such Share) in excess of $100,000, this Option shall be treated as a Nonstatutory Stock Option, in accordance with Section 9(b) of the Plan. 
 2. Exercise Price. The exercise price applicable to this Option (meaning, the price Optionee must pay in order to purchase any Shares hereunder) shall be
the price per Share as stated in the Notice of Grant. 
 3. Vesting and Exercise of Option. Subject to Optionee’s not experiencing a
Termination of Continuous Service during the stated vesting period, Optionee shall vest in and earn the right to exercise this Option on the vesting schedule as set forth in the Notice of Grant. 
 4. Expiration. This Option will expire ten (10) years from the Grant Date, unless sooner terminated or canceled in accordance with the provisions of
the Plan. This means that (subject to 

  

 3 








 
the continuing service requirement set forth in Section 3 above and subject to earlier termination upon certain other events as set forth in the Plan)
this Option must be exercised, if at all, on or before the expiration date as stated in the Notice of Grant (the “Expiration Date”). If this Option expires on a stock exchange holiday or weekend day, this Option will expire on the last
trading day prior to the holiday or weekend. Optionee shall be solely responsible for exercising this Option, if at all, prior to its Expiration Date. The Company shall have no obligation to notify Optionee of this Option’s
expiration. 
 5. Exercise Mechanics. This Option may be exercised by delivering to the Stock Plan Administrator at the Company’s head
office a written or electronic notice stating the number of Shares as to which the Option is exercised or by any other method the Committee has approved. The notice must be accompanied by the payment of the full Option exercise price of such Shares.
Exercise shall not be deemed to have occurred unless and until Optionee has delivered to the Company (or its authorized representative) an approved notice of exercise, full payment of the exercise price for the Shares being exercised and payment of
any applicable withholding taxes in accordance with Section 8 below. Payment of the Option exercise price may be in cash (including check or wire transfer), through an approved cashless-brokered exercise program, with other shares of the
Company’s Common Stock (subject to the Company’s discretion to withhold approval for such payment method at any time), cashless “net exercise” arrangement pursuant to which the Company will reduce the number of Shares having an
aggregate Fair Market Value that does not exceed the aggregate exercise price; provided that the Company shall accept a cash or other payment from the Optionee to the extent of any remaining balance of the exercise price not satisfied by such
reduction in the number of whole Shares to be issued; and also provided that Shares will no longer be outstanding under an Option and will not be exercisable thereafter to the extent that (A) Shares are withheld to pay the exercise price
pursuant to a “net exercise”, and (B) the remaining number of whole Shares are delivered to the Participant as a result of such exercise; such other consideration and method of payment for the issuance of Shares to the extent
permitted by Applicable Laws; or a combination thereof to the extent permissible under Applicable Law; provided, however, that any permitted method of payment shall be in strict compliance with all procedural rules established by the Committee.

 6. Termination of Continuous Service. All rights of Optionee in this Option, to the extent that it has not previously become vested and been
exercised, shall terminate upon Optionee’s Termination of Continuous Service except as set forth in this Section 6. The portion of the Option that relates to any Shares that were unvested and unexercisable as of the date of Optionee’s
Termination of Continuous Service shall terminate and expire effective immediately upon such date. With respect to the vested and exercisable portion of the Option, and subject to the final sentence of this Section 6: 
 (i) In the event of Termination of Continuous Service other than as a result of Optionee’s death or disability or for Cause, any outstanding Options
that were vested and exercisable as of the date of Termination of Continuous Service may be exercised by the Optionee until the earlier of ninety (90) days following the Optionee’s Termination of Continuous Service. 
  

 4 








 (ii) In the event of Termination of Continuous Service as a result of Optionee’s disability
(including a Total and Permanent Disability), Optionee shall have six (6) months to exercise the Option as to the Shares subject to the Option that were vested and exercisable as of the date of Termination of Employment; 
 (iii) In the event of Termination of Continuous Service as a result of Optionee’s death, Optionee shall have twelve (12) months following the
Optionee’s death to exercise the Option as to the Shares subject to the Option that were vested and exercisable as of the date of death; and 
 (iv) In the event of Termination of Continuous Service for Cause, all rights of the Optionee in this Option, whether vested or unvested, shall terminate and expire effective immediately upon the date of Termination of Continuous Service.

 Notwithstanding the above, in no event may an Option be exercised, even as to vested and otherwise exercisable Shares, after the Expiration Date set forth
in Section 4 above. 
 7. Transferability. This Option generally is not transferable by Optionee otherwise than by will or the laws of
descent and distribution, and is exercisable only by Optionee during Optionee’s lifetime; provided however that if this Option is a Nonstatutory Stock Option, it may be transferred by instrument to an inter vivos or testamentary trust in which
the Option is to be passed to beneficiaries upon the death of the trustor (settlor) or by gift or pursuant to domestic relations orders to “Immediate Family Members” (as defined below) of the Optionee. “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 (including adoptive relationships), a trust
in which these persons have more than fifty percent of the beneficial interest, a foundation in which these persons (or the Optionee) control the management of assets, and any other entity in which these persons (or the Optionee) own more than fifty
percent of the voting interests. 
 8. Tax Matters.  
 (i) Optionee is responsible for, and by accepting this Option agrees to bear, all taxes of any nature, including withholding taxes, interest or penalties arising out of the grant of this Option, the vesting or
exercise of this Option or the subsequent sale of the Shares acquired pursuant to the exercise of this Option, or any violation of Code Section 409A that impacts this Option, that are legally imposed upon Optionee in connection with this
Option, and the Company does not assume, and will not be liable to any party for, any cost or liability arising in connection with such tax liability legally imposed on Optionee. The Company has not provided any tax advice with respect to this
Option or the disposition of the Shares. Optionee should obtain advice from an appropriate independent professional adviser with respect to the taxation implications of any aspect of this Option, including the grant, vesting or exercise of this
Option or the subsequent sale of any Shares. 
 (ii) In the event that the Company or the Optionee’s employer, including any affiliate
or subsidiary qualified to deduct tax at source (the “Employer”), is required to withhold any amount (including in connection with income tax, employment or payroll taxes, social security 

  

 5 








 
contributions or other similar amounts, with such obligation in aggregate referred to herein as the “Withholding Obligation”) as a result of any
event occurring in connection with this Option, the Optionee shall make a cash payment to the Company as necessary to cover all applicable Withholding Obligations at or prior to the time the event giving rise to the Withholding Obligation occurs;
provided that (a) the Company has the right to withhold a portion of the Shares otherwise to be delivered upon exercise of this Option having a Fair Market Value equal to the amount of the Withholding Obligation in accordance with such rules as
the Company may from time to time establish, (b) the Company or the Employer has the right, and the Optionee in accepting this grant explicitly authorizes the Company, to deduct an amount equal to the Withholding Obligation from the
Optionee’s compensation or (c) the Company may establish alternative procedures to ensure satisfaction of all applicable Withholding Obligations arising in connection with this Option. The Optionee will receive a cash refund for any
payment of cash or fraction of a surrendered share not necessary to satisfy the Withholding Obligations. 
 (iii) Optionee acknowledges and
agrees that the ultimate liability for any tax-related item legally due by Optionee is and remains Optionee’s responsibility and that the Company and or the Employer (a) make no representations or undertakings regarding the treatment of
any such tax items in connection with any aspect of this Option, including the grant, vesting or exercise of this Option or the subsequent sale of the Shares acquired upon exercise of this Option; and (b) do not commit to structure the terms or
any aspect of this Option to reduce or eliminate the Optionee’s liability for such tax items. The Company may refuse to honor the exercise of this Option and refuse to deliver the Shares if Optionee fails to comply with Optionee’s
obligations in connection with the satisfaction of the Withholding Obligations. 
 9. Optionee Acknowledgements. By accepting the grant of this
Option, Optionee acknowledges and agrees that the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time unless otherwise provided in the Plan or
this Agreement. Optionee acknowledges that all decisions with respect to future grants, if any, will be at the sole discretion of the Company. Optionee’s participation in the Plan shall not create a right to further employment with the Company
and shall not interfere with the ability of the Company to terminate Optionee’s service relationship at any time with or without cause and it is expressly agreed and understood that the service relationship is terminable at the will of either
party, insofar as permitted by law. Optionee agrees that this Option is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and is outside the scope of
Optionee’s service contract, if any. This Option is not part of normal or expected compensation or salary for any purposes, including, but not limited to calculating any severance, resignation, termination, redundancy, end-of-service payments,
bonuses, long-service awards, pension or retirement benefits or similar payments insofar as permitted by law. In the event that Optionee does not have a service relationship with the Company, this Option grant will not be interpreted to form a
service contract or relationship with the Company, the Employer or any Subsidiary or Affiliate of the Company. Optionee acknowledges that the future value of the underlying Shares is unknown, may increase or decrease in the future, and cannot be
predicted with certainty. In consideration of the grant of this Option, no claim or entitlement to compensation or damages shall arise from termination of this Option or diminution in value of this Option or Shares purchased through exercise of this
Option resulting from Optionee’s Termination of Continuous Service by the Company or the Employer (for any reason whatsoever and whether or not in breach of Applicable Laws). 
  

 6 








 10. Data Transfer. Optionee explicitly and unambiguously consents to the collection, use and transfer, in
electronic or other form, of Optionee’s personal data as described in this document by and among, as applicable, the Employer, and the Company and its Subsidiaries and Affiliates for the exclusive purpose of implementing, administering and
managing Optionee’s participation in the Plan. Optionee understands that the Company, its Affiliates, its Subsidiaries and the Employer hold certain personal information about Optionee, including, but not limited to, name, home address and
telephone number, date of birth, social security number (or other identification number), salary, nationality, job title, any shares of stock or directorships held in the Company, details of all options or any other entitlement to shares of stock
awarded, canceled, purchased, exercised, vested, unvested or outstanding in Optionee’s favor for the purpose of implementing, managing and administering the Plan (“Data”). Optionee understands that the Data may be transferred to any
third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in Optionee’s country or elsewhere and that the recipient country may have different data privacy laws and
protections than Optionee’s country. Optionee may request a list with the names and addresses of any potential recipients of the Data by contacting the Company’s Stock Plan Administrator. Optionee authorizes the recipients to receive,
possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing Optionee’s participation in the Plan, including any requisite transfer of such Data, as may be required to a
broker or other third party with whom Optionee may elect to deposit any Shares acquired upon the exercise of this Option. Optionee understands that Data will be held only as long as is necessary to implement, administer and manage participation in
the Plan. Optionee may, at any time, view Data, request additional information about the storage and processing of the Data, require any necessary amendments to the Data or refuse or withdraw the consents herein, in any case without cost, by
contacting the Company’s Stock Plan Administrator in writing. Optionee understands that refusing or withdrawing consent may affect Optionee’s ability to participate in the Plan. For more information on the consequences of refusing to
consent or withdrawing consent, Optionee may contact the Company’s Stock Plan Administrator at the Company. 
 11. Copies of Plan Materials.
Optionee acknowledges that Optionee has received a copy of the Plan from the Company and agrees to receive stockholder information, including copies of any annual report, proxy statement and periodic report, from the Company’s website at
[            ]. Optionee acknowledges that copies of the Plan and stockholder information are also available upon written or telephonic request to the Company’s Stock Plan
Administrator. 
 12. Entire Agreement; Plan Controls. The Plan is incorporated herein by reference. The Plan and this Agreement constitute the
entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Optionee with respect to the subject matter hereof, and may not be modified adversely
to Optionee’s interest except by means of a writing signed by the Company and Optionee. This Agreement is governed by the laws of the state of Washington. In the event of any conflict between the terms and provisions of the Plan and this
Agreement, the Plan terms and provisions shall govern. Capitalized terms used but not defined in this Agreement or the Notice of Grant have the meanings assigned to them in the Plan. Certain other important terms governing this Agreement are
contained in the Plan. 
  

 7 









							
	Accepted by Optionee:	 		 	VAROLII CORPORATION
				
		 		 	By:	 	  

	  
	 		 		 	
	[Optionee Name]	 		 	Name:	 	  

				
		 		 	Title:	 	  


 RETAIN THIS AGREEMENT FOR YOUR RECORDS 
  

 8 








 VAROLII CORPORATION 
 2007 EQUITY INCENTIVE PLAN 
 RESTRICTED STOCK UNIT GRANT NOTICE 
 Varolii Corporation (the “Company”), pursuant to its 2007 Equity Incentive Plan (the “Plan”), hereby grants to the participant under the Plan (the
“Participant”) restricted stock units covering the number of shares of the Company’s common stock (the “Common Stock”) set forth below (the “Stock Units”). Each Stock Unit represents one share of Common Stock. The
Stock Units are subject to all of the terms and conditions as set forth in this Restricted Stock Unit Grant Notice (the “Grant Notice”), the Restricted Stock Unit Agreement, and the Plan, all of which are attached hereto and incorporated
herein in their entirety. 
  

			
	Participant:	 	
		
	Date of Grant:	 	
		
	Vesting Commencement Date:	 	
		
	Number of Shares Subject to Stock Units:	 	
		
	Vesting Schedule:	 	Subject to Participant’s not experiencing a Termination of Continuous Service, [twenty five percent (25%) of the Stock Units per year on the anniversary of the Vesting Commencement
Date.]

 Additional Terms/Acknowledgements: The undersigned Participant acknowledges receipt of, and understands and
agrees to the terms and conditions of this Grant Notice, the Restricted Stock Unit Agreement, and the Plan. Participant further acknowledges that as of the Date of Grant, this Grant Notice, the Restricted Stock Unit Agreement and the Plan set forth
the entire understanding between Participant and the Company regarding the acquisition of restricted stock units and the stock in the Company covered by the restricted stock units and supersede all prior oral and written agreements relating thereto,
with the exception of other awards previously granted and delivered to Participant under the Plan. 
  

									
	 Varolii Corporation
	 		 	 Participant:

					
	By:	 	  
	 		 	By:	 	  

	Signature	 		 	Signature
			
	Title:	 		 	Date:
	  
	 		 	  

				
	Date:	 		 		 	
	  
	 		 		 	








 VAROLII CORPORATION 
 2007 EQUITY INCENTIVE PLAN 
 RESTRICTED STOCK UNIT AGREEMENT 
 THIS RESTRICTED STOCK UNIT AGREEMENT (the “Agreement”), dated
                    , 200    , is entered into by and between
                     (“Participant”) and Varolii Corporation, a Washington corporation (the “Company”). 
 RECITALS 
 WHEREAS, the Company has adopted
the Varolii Corporation 2007 Equity Incentive Plan (the “Plan”), which provides for awards of restricted stock units to the Company’s Employees, Consultants and Directors; and 
 WHEREAS, Participant is currently serving as an Employee or Director of, or a Consultant to, the Company; and 
 WHEREAS, in order to provide Participant incentive to continue in the employ of the Company and his or her commitment to the success of the Company, the
Compensation Committee of the Board of Directors of the Company (the “Committee”) has determined that Participant shall be granted restricted stock units (“Stock Units”) representing hypothetical shares of the Company’s
common stock, par value $0.001 per share (the “Common Stock”), with each Stock Unit equal in value to one share of the Company’s Common Stock, subject to the terms and restrictions set forth in the Restricted Stock Unit Grant Notice
(the “Grant Notice”) and this Agreement and in accordance with the terms and conditions of the Plan. 
 NOW THEREFORE, in
consideration of the foregoing, and the mutual covenants and agreements set forth herein, the parties hereto agree as follows: 
  

	1.	Definitions. 

 Capitalized terms not
explicitly defined in this Agreement or the Grant Notice but defined in the Plan shall have the same meanings ascribed to them in the Plan. 
  

	2.	Grant of Stock Units. 

 The Company hereby
grants to Participant, pursuant to the terms of the Grant Notice and this Agreement (collectively, the “Award Agreement”) Stock Units covering the number of shares of Common Stock indicated in the Grant Notice (the “Shares”).

  

	3.	Agreement to Accept Stock Units. 

 Participant hereby agrees to accept from the Company, and the Company hereby agrees to issue to Participant, the Stock Units. 
  

	4.	Vesting. 

 Subject to the limitations
contained herein, the Stock Units issued to Participant shall vest as provided in the Grant Notice, provided, however, that vesting shall cease upon the Participant’s Termination of Continuous Service. 
  

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	5.	Benefit Upon Vesting.  

 Upon the
vesting of the Stock Units, Participant shall be entitled to receive, as soon as administratively practicable, a number of Shares equal to: 
 (a) the number of Stock Units that have vested multiplied by the fair market value (as defined in the Plan) of a share of Common Stock on the date on which such Stock Units vest, and 
 (b) a dividend equivalent payment determined by 
 (1) multiplying the number of vested Stock Units by the dividend per share of Common Stock on each dividend payment date between the date hereof and the vesting date to determine the dividend equivalent amount for
each dividend payment date; 
 (2) dividing the amount determined in (1) above by the fair market value of a share of
Common Stock on the date of such dividend payment to determine the number of additional Stock Units to be credited to the Participant; and 
 (3) multiplying the number of additional Stock Units determined in (2) above by the fair market value of a share of Common Stock on the vesting date to determine the aggregate amount of dividend equivalent
payments for such vested Stock Units; 
 provided, however, that if any aggregated dividend equivalent payments in paragraph (b)(3) above or otherwise
results in a payment of a fractional Share, such fractional share shall be rounded down to the nearest whole Share. 
  

	6.	Securities Law Compliance. 

 Notwithstanding
anything to the contrary contained herein, the Company shall not deliver, and shall have no liability for failing to deliver, any Shares under the Award Agreement unless the Shares are then registered under the Securities Act or, if such Shares are
not then so registered, the Company has determined that such issuance and transfer would be exempt from the registration requirements of the Securities Act. The issuance and transfer of the Shares also must comply with other applicable laws and
regulations governing such Stock Units and Shares, and the Company shall not issue, and shall have no liability for failing to issue, the Shares if the Company determines that such issuance and transfer would not be in material compliance with such
laws and regulations. 
  

	7.	Forfeiture. 

 In the event of the Termination
of Continuous Service of the Participant, at any time for any reason (including as a result of the Participant’s death or disability) prior to the vesting of the Stock Units, except as otherwise provided for in the Award Agreement, all Stock
Units granted 

  

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hereunder that have not vested by such termination date and that are held by the Participant as of such date shall be forfeited by, and no further rights
shall accrue to, the Participant. In addition, in the event of Participant’s Termination of Continuous Service for Cause (as defined in the Plan), any Stock Units (including any vested portion thereof) held by Participant shall immediately be
forfeited in their entirety upon first notification to Participant of such Termination for Cause. If Participant’s Continuous Service with the Company is suspended pending an investigation of whether Participant shall be terminated for Cause,
all of Participant’s rights under the Award Agreement likewise shall be suspended during the investigation period. This Section 7 shall apply with equal effect to vested Shares issued upon vesting of the Stock Units in that the Company
shall have the right to recover from Participant any such Shares, and/or to recover any profits Participant might have received upon Participant’s sale or other transfer of such Shares, provided the Company commences action to recover such
Shares or profits within six months following the date of Participant’s Termination of Continuous Service for Cause. 
  

	8.	Corporate Transactions. 

 In the event of a
Change in Control pursuant to Section 15(b) or Section 15(c) of the Plan, the Company may provide for the assumption or substitution of, or adjustment to, the Stock Units; terminate any restrictions or vesting requirements on the Stock
Units and/or provide for termination of the Stock Units. To the extent the Stock Units remain in effect following such Change in Control, such Stock Units shall apply to the new capital stock or other property received in exchange for the Common
Stock in consummation of the corporate transaction. 
  

	9.	Rights as Shareholder. 

 Stock Units
represent hypothetical shares of Common Stock. Until the Stock Units become vested, the Participant shall not be entitled to any of the rights or benefits generally accorded to shareholders. 
  

	10.	Limitations on Transfer. 

 Except as
otherwise provided for in the Award Agreement, the Stock Units or rights granted hereunder may not be sold, pledged or otherwise transferred until the Stock Units become vested in accordance with Section 4 and the Shares are issued under
Section 5. 
  

	11.	Award not a Service Contract. 

 The Award
Agreement is not an employment or service contract, and nothing in the Award Agreement shall be deemed to create in any way whatsoever any obligation on the Company or an Affiliate to continue Participant’s employment or service. In addition,
nothing in the Award Agreement shall obligate the Company or an Affiliate, their respective shareholders, Boards of Directors, officers or Employees to continue any relationship that Participant may have as an Employee or Director of, or a
Consultant to, the Company or an Affiliate. 
  

	12.	Tax and Withholding Obligations. 

 12.1
Participant understands and agrees that Participant is solely responsible for any 

  

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and all federal, state, local and foreign tax withholding obligations in connection with the Stock Units. Participant further agrees to make adequate
provision for any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company or an Affiliate, if any, which arise in connection with the grant or vesting of the Stock Units, or the issuance of Shares
subject to the Stock Units or the subsequent sale of Common Stock acquired pursuant to such Stock Units, or due upon receipt of dividend equivalent payments. 
 12.2 If Participant does not deliver to the Company’s Stock Plan Administrator at least five (5) days prior to any date on which Stock Units vest (each, a “Vesting Date”) a written notice of
Participant’s election to satisfy by cash, check or other manner agreeable to the Company, all federal, state, local or foreign tax withholding obligations related to such Shares, Participant and the Company agree that the Company shall retain
that number of the Shares, based on the fair market value of the Company’s common stock on such Vesting Date, with an aggregate value equal to the amount of all federal, state, local or foreign tax withholding obligations that Participant, the
Company, or an Affiliate would incur as a result of the vesting relating to such Shares. 
 12.3 Unless and until the tax withholding
obligations of the Company or any Affiliate are satisfied, the Company shall have no obligation to issue a certificate for, or permit the transfer, alienation, etc. of, any of the Shares. 
  

	13.	Representations. 

 Participant has reviewed with his or her own tax advisors the federal, state, local and foreign tax consequences relating to the Stock Units and the transactions contemplated by the Award Agreement. Participant is relying solely
on such advisors and not on any statements or representations of the Company or any of its agents. Participant understands that he or she (and not the Company) shall be responsible for any tax liability that may arise as a result of the Stock Units
or the transactions contemplated by the Award Agreement. 
  

	14.	Data Privacy Consent. 

 Optionee explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of Optionee’s personal data as described in this document by and among, as applicable, the Employer, and the Company and
its Subsidiaries and Affiliates for the exclusive purpose of implementing, administering and managing Optionee’s participation in the Plan. Optionee understands that the Company, its Affiliates, its Subsidiaries and the Employer hold certain
personal information about Optionee, including, but not limited to, name, home address and telephone number, date of birth, social security number (or other identification number), salary, nationality, job title, any shares of stock or directorships
held in the Company, details of all options or any other entitlement to shares of stock awarded, canceled, purchased, exercised, vested, unvested or outstanding in Optionee’s favor for the purpose of implementing, managing and administering the
Plan (“Data”). Optionee understands that the Data may be transferred to any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in Optionee’s country or
elsewhere and that the recipient country may have different data privacy laws and protections than Optionee’s country. Optionee may request a list with the names and addresses of any potential recipients of the Data 

  

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by contacting the Company’s Stock Plan Administrator. Optionee authorizes the recipients to receive, possess, use, retain and transfer the Data, in
electronic or other form, for the purposes of implementing, administering and managing Optionee’s participation in the Plan, including any requisite transfer of such Data, as may be required to a broker or other third party with whom Optionee
may elect to deposit any Shares acquired upon the exercise of this Option. Optionee understands that Data will be held only as long as is necessary to implement, administer and manage participation in the Plan. Optionee may, at any time, view Data,
request additional information about the storage and processing of the Data, require any necessary amendments to the Data or refuse or withdraw the consents herein, in any case without cost, by contacting the Company’s Stock Plan Administrator
in writing. Optionee understands that refusing or withdrawing consent may affect Optionee’s ability to participate in the Plan. For more information on the consequences of refusing to consent or withdrawing consent, Optionee may contact the
Company’s Stock Plan Administrator at the Company. 
  

	15.	Acknowledgment. 

 Participant acknowledges
and agrees that notwithstanding any terms or conditions of the Plan to the contrary, in the event of involuntary Termination of Continuous Service (whether or not in breach of local labor laws), Participant’s right to receive benefits under the
Award Agreement, if any, will terminate effective as of the date that Participant no longer has a service relationship with the Company and will not be extended by any notice period mandated under local law (e.g., active employment would not include
a period of “garden leave” or similar period pursuant to local law); furthermore, in the event of involuntary Termination of Continuous Service (whether or not in breach of local labor laws), Participant’s right to receive benefits
under the Award Agreement after Termination of Continuous Service, if any, will be measured by the date of termination of Participant’s service relationship and will not be extended by any notice period mandated under local law. 
  

	16.	Notices. 

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

	17.	Survival of Terms. 

 The Award
Agreement shall apply to and bind Participant and the Company and their respective permitted assignees and transferees, heirs, legatees, executors, administrators and legal successors. 
  

	18.	Failure to Enforce not a Waiver. 

 The failure of the Company to enforce at any time any provision of the Award Agreement shall in no way be construed to be a waiver of such provision or of any other provision hereof. 
  

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	19.	Amendments. 

 The Award
Agreement may be amended or modified at any time only by an instrument in writing signed by each of the parties hereto, provided that the Administrator may amend an outstanding Stock Award in order to conform it to the Administrator’s intent
(in its sole discretion) that such Stock Award not be subject to Code Section 409A(a)(1)(B). 
  

	20.	Authority of the Committee. 

 The Committee shall have full authority to interpret and construe the terms of the Award Agreement. The determination of the Committee as to any such matter of interpretation or construction shall be final, binding and conclusive.

  

	21.	Miscellaneous. 

 21.1 The rights and
obligations of the Company under the Award Agreement shall be transferable to any one or more persons or entities, and all covenants and agreements hereunder shall inure to the benefit of, and be enforceable by the Company’s successors and
assigns. 
 21.2 Participant agrees upon request to execute any further documents or instruments necessary or desirable in the sole
determination of the Company to carry out the purposes or intent of the Award Agreement. 
 21.3 Participant acknowledges and agrees that he
or she has reviewed the Award Agreement in its entirety, has had an opportunity to obtain the advice of counsel prior to executing and accepting the Award Agreement and fully understands all provisions of the Award Agreement. 
 21.4 If Participant has received this or any other document related to the Plan translated into a language other than English and if the translated
version is different than the English version, the English version will control. 
 21.5 The Award Agreement may be signed in counterparts,
each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. 
 21.6 The Award
Agreement is governed by the laws of the state of Washington. 
  

	22.	Governing Plan Document. 

 The Stock Units
are subject to all the provisions of the Plan, the provisions of which are hereby made a part of the Award Agreement, and is further subject to all interpretations, amendments, rules and regulations which may from time to time be promulgated and
adopted pursuant to the Plan. In the event of any conflict between the provisions of the Award Agreement and those of the Plan, the provisions of the Plan shall control. Participant represents that he or she has read this Agreement, the Grant
Notice and the Plan, and is familiar with their terms and provisions. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Award Agreement.

  

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 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above written.

  

									
	Varolii Corporation	 		 	Participant:
					
	By:	 	  
	 		 	By:	 	  

		 	Signature	 		 		 	Signature
					
	Name:	 	  
	 		 		 	
					
	Title: