2003 Stock Plan, as amended



 Exhibit 10.05.1 
 GOOGLE INC. 
 2003 STOCK PLAN 
 As amended June 18, 2003 
 As further amended on December 7, 2005

 1. Purposes of the Plan. The purposes of this Plan are to attract and retain the best available personnel for positions of
substantial responsibility, to provide additional incentive to Employees, Directors and Consultants and to promote the success of the Company’s business. Options granted under the Plan may be Incentive Stock Options or Nonstatutory Stock
Options, as determined by the Administrator at the time of grant. Stock Purchase Rights may also be granted under the Plan. 
 2.
Definitions. As used herein, the following definitions shall apply: 
 (a) “Administrator” means the Board or any
Committee that shall administer the Plan in accordance with Section 4 hereof. 
 (b) “Applicable Laws” means the
requirements relating to the administration of stock option plans under U.S. state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Common Stock is listed or quoted and the
applicable laws of any other country or jurisdiction where Options or Stock Purchase Rights are granted under the Plan. 
 (c)
“Board” means the Board of Directors of the Company. 
 (d) “Change in Control” means the occurrence of any
of the following events: 
 (i) If (a) any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act)
becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company’s
then outstanding voting securities and (b) within three (3) years from the date of such acquisition, the following occurs: the consummation of a merger or consolidation of the Company with or into the holder or an affiliate thereof of such
beneficial ownership of securities of the Company; or 
 (ii) The consummation of the sale or disposition by the Company of all or
substantially all of the Company’s assets; or 
 (iii) The consummation of a merger or consolidation of the Company with any other
corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities
of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation.

 For the purposes of this Section 2(d), “affiliate” shall mean, with respect to any specified person, any other person that
directly or indirectly, through one or more intermediaries, controls, is 







 controlled by, or is under common control with, such specified person (“control,” “controlled by” and
“under common control with” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through ownership of voting securities, by contract or credit
arrangement, as trustee or executor, or otherwise). 
 (e) “Code” means the Internal Revenue Code of 1986, as amended.

 (f) “Committee” means a committee of Directors or of other individuals satisfying Applicable Laws appointed by the Board
in accordance with Section 4 hereof. 
 (g) “Common Stock” means the Common Stock of the Company. 
 (h) “Company” means Google Technology Inc., a California corporation until the consummation of the reincorporation of Google Technology
Inc. into the State of Delaware, at which time “Company” shall mean Google Inc., a Delaware corporation. 
 (i)
“Consultant” means any person who is engaged by the Company or any Parent or Subsidiary to render consulting or advisory services to such entity. 
 (j) “Director” means a member of the Board. 
 (k) “Disability” means total
and permanent disability as defined in Section 22(e)(3) of the Code. 
 (l) “Employee” means any person, including
officers and Directors, employed by the Company or any Parent or Subsidiary of the Company. Neither service as a Director nor payment of a director’s fee by the Company shall be sufficient to constitute “employment” by the Company.

 (m) “Exchange Act” means the Securities Exchange Act of 1934, as amended. 
 (n) “Fair Market Value” means, as of any date, the value of Common Stock determined as follows: 
 (i) If the Common Stock is listed on any established stock exchange or a national market system, including without limitation the Nasdaq National Market
or The Nasdaq SmallCap Market of The Nasdaq Stock Market, its Fair Market Value shall be the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on such exchange or system on the day of determination, as
reported in The Wall Street Journal or such other source as the Administrator deems reliable; 
 (ii) If the Common Stock is
regularly quoted by a recognized securities dealer but selling prices are not reported, its Fair Market Value shall be the mean between the high bid and low asked prices for the Common Stock on the day of determination; or 
 (iii) In the absence of an established market for the Common Stock, the Fair Market Value thereof shall be determined in good faith by the
Administrator. 
  

 -2- 








 (o) “Incentive Stock Option” means an Option intended to qualify as an incentive stock
option within the meaning of Section 422 of the Code. 
 (p) “Nonstatutory Stock Option” means an Option not intended
to qualify as an Incentive Stock Option. 
 (q) “Option” means a stock option granted pursuant to the Plan. 
 (r) “Option Agreement” means a written or electronic agreement between the Company and an Optionee evidencing the terms and conditions
of an individual Option grant. The Option Agreement is subject to the terms and conditions of the Plan. 
 (s) “Optioned
Stock” means the Common Stock subject to an Option or a Stock Purchase Right. 
 (t) “Optionee” means the holder of
an outstanding Option or Stock Purchase Right granted under the Plan. 
 (u) “Parent” means a “parent
corporation,” whether now or hereafter existing, as defined in Section 424(e) of the Code. 
 (v) “Plan” shall
mean the Google Technology Inc. 2003 Stock Plan, which shall become the Google Inc. 2003 Stock Plan upon the closing of a reincorporation of Google Technology Inc. into the State of Delaware that includes the corresponding name change to Google Inc.

 (w) “Restricted Stock” means Shares issued pursuant to a Stock Purchase Right or Shares of restricted stock issued
pursuant to an Option. 
 (x) “Restricted Stock Purchase Agreement” means a written agreement between the Company and the
Optionee evidencing the terms and restrictions applying to Shares purchased under a Stock Purchase Right. The Restricted Stock Purchase Agreement is subject to the terms and conditions of the Plan and the notice of grant. 
 (y) “Securities Act” means the Securities Act of 1933, as amended. 
 (z) “Service Provider” means an Employee, Director or Consultant. 
 (aa) “Share” means a share of the Common Stock, as adjusted in accordance with Section 12 below. 
 (bb) “Stock Purchase Right” means a right to purchase Common Stock pursuant to Section 11 below. 
 (cc) “Subsidiary” means a “subsidiary corporation,” whether now or hereafter existing, as defined in Section 424(f) of
the Code. 
 3. Stock Subject to the Plan. Subject to the provisions of Section 12 of the Plan, the maximum aggregate number of
Shares that may be subject to option and sold under the Plan is 
  

 -3- 








 12,388,116, minus those shares of Class A Senior Common Stock or shares of Common Stock that, after June 18,
2003, are issued or made subject to outstanding options under the Company’s 1998 Stock Plan (the “1998 Plan”), the Company’s 2003 Stock Plan (No. 2) (the “2003 Plan (No. 2)”) or the Company’s 2003 Stock
Plan (No. 3) (the “2003 Plan (No. 3)”); provided, that those shares of Class A Senior Common Stock or Common Stock of the Company returned to the 1998 Plan, the 2003 Plan (No. 2) and the 2003 Plan (No. 3) as
a result of termination of options or repurchase of shares issued (at any time) under those plans shall be added to the authorized number of Shares that may be subject to option and sold under this Plan. In no event shall the number of Shares issued
pursuant to Incentive Stock Options under this Plan exceed the number indicated in this Section 3. The Shares may be authorized but unissued or reacquired shares of Class A Senior Common Stock. 
 If an Option or Stock Purchase Right expires or becomes unexercisable without having been exercised in full, the unpurchased Shares that were subject
thereto shall become available for future grant or sale under the Plan (unless the Plan has terminated). However, Shares that have actually been issued under the Plan, upon exercise of either an Option or Stock Purchase Right, shall not be returned
to the Plan and shall not become available for future distribution under the Plan, except that if unvested Shares of Restricted Stock are repurchased by the Company at their original purchase price, such Shares shall become available for future
grant under the Plan. 
 4. Administration of the Plan. 
 (a) Administrator. The Plan shall be administered by the Board or a Committee appointed by the Board, which Committee shall be constituted to comply with Applicable Laws. 
 (b) Powers of the Administrator. Subject to the provisions of the Plan and, in the case of a Committee, the specific duties delegated by the Board
to such Committee, and subject to the approval of any relevant authorities, the Administrator shall have the authority in its discretion: 
 (i) to determine the Fair Market Value; 
 (ii) to select the Service Providers to whom Options and Stock Purchase Rights may from
time to time be granted hereunder; 
 (iii) to determine the number of Shares to be covered by each such award granted hereunder;

 (iv) to approve forms of agreement for use under the Plan; 
 (v) to determine the terms and conditions of any Option or Stock Purchase Right granted hereunder. Such terms and conditions include, but are not
limited to, the exercise price, the time or times when Options or Stock Purchase Rights may be exercised (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation
regarding any Option or Stock Purchase Right or the Common Stock relating thereto, based in each case on such factors as the Administrator, in its sole discretion, shall determine; 
 (vi) to prescribe, amend and rescind rules and regulations relating to the Plan, including rules and regulations relating to sub-plans established for
the purpose of satisfying applicable foreign laws; 
  

 -4- 








 (vii) to allow Optionees to satisfy withholding tax obligations by electing to have the Company withhold
from the Shares to be issued upon exercise of an Option or Stock Purchase Right that number of Shares having a Fair Market Value equal to the minimum amount required to be withheld. The Fair Market Value of the Shares to be withheld shall be
determined on the date that the amount of tax to be withheld is to be determined. All elections by Optionees to have Shares withheld for this purpose shall be made in such form and under such conditions as the Administrator may deem necessary or
advisable; and 
 (viii) to construe and interpret the terms of the Plan and Options granted pursuant to the Plan. 
 (c) Effect of Administrator’s Decision. All decisions, determinations and interpretations of the Administrator shall be final and binding on
all Optionees. 
 5. Eligibility. Nonstatutory Stock Options and Stock Purchase Rights may be granted to Service Providers. Incentive
Stock Options may be granted only to Employees. 
 6. Limitations. 
 (a) Incentive Stock Option Limit. Each Option shall be designated in the Option Agreement as either an Incentive Stock Option or a Nonstatutory
Stock Option. However, notwithstanding such designation, 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 Optionee during any calendar year
(under all plans of the Company and any Parent or Subsidiary) exceeds $100,000, such Options shall be treated as Nonstatutory Stock Options. For purposes of this Section 6(a), 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 time the Option with respect to such Shares is granted. 
 (b) At-Will Employment. Neither the Plan nor any Option or Stock Purchase Right shall confer upon any Optionee any right with respect to continuing the Optionee’s relationship as a Service Provider with the Company, nor shall it
interfere in any way with his or her right or the Company’s right to terminate such relationship at any time, with or without cause, and with or without notice. 
 7. Term of Plan. Subject to shareholder approval in accordance with Section 19, the Plan shall become effective upon its adoption by the Board. Unless sooner terminated under Section 15, it shall
continue in effect for a term of ten (10) years from the later of (i) the effective date of the Plan, or (ii) the earlier of the most recent board or shareholder approval of an increase in the number of Shares reserved for issuance
under the Plan. 
 8. Term of Option. The term of each Option shall be stated in the Option Agreement; provided,
however, that the term shall be no more than ten (10) years from the date of grant thereof. In the case of an Incentive Stock Option granted to an Optionee who, at the time the Option is granted, owns stock representing more than ten
percent (10%) of the voting power of all classes of stock of the Company or any Parent or Subsidiary, the term of the Option shall be five (5) years from the date of grant or such shorter term as may be provided in the Option Agreement.

  

 -5- 








 9. Option Exercise Price and Consideration. 
 (a) Exercise Price. The per share exercise price for the Shares to be issued upon exercise of an Option shall be such price as is determined by the
Administrator, but shall be subject to the following: 
 (i) In the case of an Incentive Stock Option 
 (A) granted to an Employee who, at the time of grant of such Option, owns stock representing more than ten percent (10%) of the voting power of all
classes of stock of the Company or any Parent or Subsidiary, the exercise price shall be no less than 110% of the Fair Market Value per Share on the date of grant. 
 (B) granted to any other Employee, the per Share exercise price shall be no less than 100% of the Fair Market Value per Share on the date of grant. 
 (ii) In the case of a Nonstatutory Stock Option 
 (A) granted to a Service Provider who, at the time of grant of such Option, owns stock representing more than ten percent (10%) of the voting power of all classes of stock of the Company or any Parent or Subsidiary, the exercise price
shall be no less than 110% of the Fair Market Value per Share on the date of grant. 
 (B) granted to any other Service Provider, the per
Share exercise price shall be no less than 85% of the Fair Market Value per Share on the date of grant. 
 (iii) Notwithstanding the
foregoing, Options may be granted with a per Share exercise price other than as required above pursuant to a merger or other corporate transaction. 
 (b) Forms of Consideration. The consideration to be paid for the Shares to be issued upon exercise of an Option, including the method of payment, shall be determined by the Administrator (and, in the case of an Incentive Stock
Option, shall be determined at the time of grant). Such consideration may consist of, without limitation, (1) cash, (2) check, (3) promissory note, (4) other Shares, provided Shares acquired directly from the Company
(x) have been owned by the Optionee for more than six months on the date of surrender, and (y) have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which such Option shall be
exercised, (5) consideration received by the Company under a cashless exercise program implemented by the Company in connection with the Plan, or (6) any combination of the foregoing methods of payment. In making its determination as to
the type of consideration to accept, the Administrator shall consider if acceptance of such consideration may be reasonably expected to benefit the Company. 
 10. Exercise of Option. 
 (a) Procedure for Exercise; Rights as a Shareholder. Any Option
granted hereunder shall be exercisable according to the terms hereof at such times and under such conditions as determined by the Administrator and set forth in the Option Agreement. An Option may not be exercised for a fraction of a Share. Except
in the case of Options granted to officers, Directors and Consultants, Options shall become exercisable at a rate of no less than 20% per year over five (5) years from the date the Options are granted. 
  

 -6- 








 An Option shall be deemed exercised when the Company receives (i) written or electronic notice of
exercise (in accordance with the Option Agreement) from the person entitled to exercise the Option, and (ii) full payment for the Shares with respect to which the Option is exercised. Full payment may consist of any consideration and method of
payment authorized by the Administrator and permitted by the Option Agreement and the Plan. Shares issued upon exercise of an Option shall be issued in the name of the Optionee or, if requested by the Optionee, in the name of the Optionee and his or
her spouse. 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, notwithstanding the exercise of the Option. The Company shall issue (or cause to be issued) such Shares promptly after the Option is exercised. No adjustment will be made for a dividend or other right for which the record
date is prior to the date the Shares are issued, except as provided in Section 13 of the Plan. 
 Exercise of an Option in any manner
shall result in a decrease in the number of Shares thereafter available, both for purposes of the Plan and for sale under the Option, by the number of Shares as to which the Option is exercised. 
 (b) Termination of Relationship as a Service Provider. If an Optionee ceases to be a Service Provider, such Optionee may exercise his or her
Option within thirty (30) days of termination, or such longer period of time as specified in the Option Agreement, to the extent that the Option is vested on the date of termination (but in no event later than the expiration of the term of the
Option as set forth in the Option Agreement). If, on the date of termination, the Optionee is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option shall revert to the Plan. If, after termination, the
Optionee does not exercise his or her Option within the time specified by the Administrator, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan. 
 (c) Disability of Optionee. If an Optionee ceases to be a Service Provider as a result of the Optionee’s Disability, the Optionee may
exercise his or her Option within six (6) months of termination, or such longer period of time as specified in the Option Agreement, to the extent the Option is vested on the date of termination (but in no event later than the expiration of the
term of such Option as set forth in the Option Agreement). If, on the date of termination, the Optionee is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option shall revert to the Plan. If, after
termination, the Optionee does not exercise his or her Option within the time specified herein, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan. 
 (d) Death of Optionee. If an Optionee dies while a Service Provider, the Option may be exercised within six (6) months following
Optionee’s death, or such longer period of time as specified in the Option Agreement, to the extent that the Option is vested on the date of death (but in no event later than the expiration of the term of such Option as set forth in the Option
Agreement) by the Optionee’s designated beneficiary, provided such beneficiary has been designated prior to Optionee’s death in a form acceptable to the Administrator. If no such beneficiary has been designated by the Optionee, then such
Option may be exercised by the personal representative of the Optionee’s estate or by the person(s) to whom the Option is transferred pursuant to the Optionee’s will or in accordance with the laws of descent and distribution. If, at the
time of death, the Optionee is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option shall immediately revert to the Plan. If the Option is not so exercised within the time specified herein, the Option
shall terminate, and the Shares covered by such Option shall revert to the Plan. 
  

 -7- 








 (e) Leaves of Absence. 
 (i) Unless the Administrator provides otherwise, vesting of Options granted hereunder to officers and Directors shall be suspended during any unpaid
leave of absence. 
 (ii) A Service Provider shall not cease to be an Employee in the case of (A) any leave of absence approved by the
Company or (B) transfers between locations of the Company or between the Company, its Parent, any Subsidiary, or any successor. 
 (iii) For purposes of Incentive Stock Options, no such leave may exceed ninety (90) days, unless reemployment upon expiration of such leave is guaranteed by statute or contract. If reemployment upon expiration of a leave of absence
approved by the Company is not so guaranteed, then three (3) months following the 91st day of such leave, any Incentive Stock Option held by the Optionee shall cease to be treated as an Incentive Stock Option and shall be treated for tax
purposes as a Nonstatutory Stock Option. 
 (f) Advance Election to Exercise Option. An Optionee may make an election which will
require an Option, or any portion thereof, to the extent such Option (1) was granted prior to August 19, 2004, (2) was unvested as of December 31, 2004 and (3) was not exercised prior to December 31, 2005, to be
exercised in whole, or in part, pursuant to an election authorized by this Section 10(f). 
 (i) Calendar Year Election. An
Optionee may make an election to exercise an Option, or any portion thereof, in any calendar year after the calendar year in which the Optionee makes such election, provided, however, that the calendar year selected is not after the expiration of
the Option pursuant to its term as specified in Section 8. 
 (ii) Short Term Deferral Election. An Optionee may make an
election to exercise an Option, or any portion thereof, by March 15th of the calendar year after the calendar
year in which such Option, or portion thereof, vests. 
 (iii) Automatic Exercise of Options. Once made, the Optionee may not
accelerate the year of exercise specified in any election made pursuant to this Section 10(f), and the Option, or portion thereof, must be exercised in the elected period. If the Option, or any portion thereof, is not exercised by the Optionee
prior to the end of the applicable period specified by any election, then the Option shall be exercised, or cancelled as applicable, automatically on the “Automatic Exercise Date” (described in this Section 10(f)(iii)). The Automatic
Exercise Date for Options subject to a Calendar Year Election shall be the last trading day on or prior to December 31st of the applicable calendar year. The Automatic Exercise Date for Options subject to a Short Term Deferral Election shall be the last trading day on or prior to March 15th of the year following the year in which such Option
vested. Only those Options which are “in-the-money” on the Automatic Exercise Date will be exercised pursuant to the Optionee’s election and this Section 10(f)(iii). Any Option which is not “in-the-money” on the
applicable Automatic Exercise Date will (1) not be automatically exercised and (2) terminate automatically, as of such applicable Automatic Exercise Date. An Option will be considered “in-the-money” for purposes of this
Section 10(f)(iii) if it has an 
  

 -8- 








 exercise price which is less than the Fair Market Value of a share of Stock on the applicable Automatic Exercise Date.
This automatic exercise shall be done pursuant to the cashless exercise procedure authorized by the terms of the Plan and all of the Shares covered by the applicable Option shall be sold and a portion of the cash proceeds from such sale shall be
remitted to the Company in an amount necessary to pay the applicable exercise price of such Options and the Optionee’s associated tax withholding obligation. The net cash remaining after this automatic exercise shall be deposited to the
Optionee’s brokerage account maintained by the Company’s stock plan administrator. 
 (iv) Impact of Termination of Service
Provider Status on Elections. Notwithstanding the foregoing, in the event of the Optionee’s termination of employment with the Company prior to the exercise of any Option pursuant to an election made under this Section 10(f), then the
Optionee’s election shall be automatically cancelled as of the date of such Optionee’s termination of employment. 
 (v)
Post-Termination Exercise Period for Options Subjected to Cancelled Elections. Any Option, or portion thereof, which again becomes exercisable as a result of the automatic cancellation of an exercise election pursuant to
Section 10(f)(iv), shall thereafter be exercisable and remain outstanding only to the extent authorized by its original terms and conditions as of the date of the automatic cancellation of the election, provided, however, that as a condition to
making any such election under this Section 10(f), the Optionee must acknowledge and agree that in the event any such Option, or portion thereof, is not exercised by the Optionee (if applicable under its terms) by, as applicable,
December 31st of the year of the automatic cancellation of this election (with respect to any Calendar Year Election) or by March 15th of the year after such Options vested (with respect to any Short Term Deferral Election), the Optionee
understands and acknowledges that such Option, or portion thereof, will be forfeited. 
 (vi) Terms and Conditions of Exercise
Elections. Any election made pursuant to this Section 10(f) must be made in a manner and pursuant to the terms and conditions approved by the Company, and in no event may elections be made after any date authorized by Applicable Law. In
order for an election to become effective, the Optionee must provide the Company with an executed election, on a form approved by the Company, pursuant to the applicable procedures established by the Company. The Company reserves, at any and all
times, the right, in the Company’s sole and absolute discretion, (A) to decline to approve or (B) to terminate or amend any program or procedures for authorizing any Optionee to make such election to exercise Options pursuant to this
Section 10(f), provided however, that any valid election made by an Optionee prior to the date of the Company’s termination or amendment of such a program or procedures shall remain effective. 
 (vii) Cancellation of Elections. Notwithstanding any other provision of the Plan or any applicable valid election entered into by any Optionee
pursuant to this Section 10(f), in the event that a change in Applicable Law occurs prior to the exercise of Options under any election, and such change in Applicable Law results in (1) the revocation of the unfavorable tax impacts
required by Section 409A of the Code or (2) the postponement or delay in the effective date of Section 409A of the Code (as determined in the sole discretion of the Company), then with respect to any such Option, all elections made by
Optionee’s under this Section 10(f) shall be either automatically revoked and rescinded to the extent authorized by such change in the Applicable Law or, with the consent of the Optionee amended to comply with such changes in Applicable
Law. The determination of the impact of any changes in Applicable Law to this Section 10(f), and the procedures to implement such changes, shall be made in the sole and absolute discretion of the Company. 
  

 -9- 








 11. Stock Purchase Rights. 
 (a) Rights to Purchase. Stock Purchase Rights may be issued either alone, in addition to, or in tandem with other awards granted under the Plan
and/or cash awards made outside of the Plan. After the Administrator determines that it will offer Stock Purchase Rights under the Plan, it shall advise the offeree in writing or electronically of the terms, conditions and restrictions related to
the offer, including the number of Shares that such person shall be entitled to purchase, the price to be paid, and the time within which such person must accept such offer. The terms of the offer shall comply in all respects with
Section 260.140.42 of Title 10 of the California Code of Regulations. The offer shall be accepted by execution of a Restricted Stock Purchase Agreement in the form determined by the Administrator. 
 (b) Repurchase Option. Unless the Administrator determines otherwise, the Restricted Stock Purchase Agreement shall grant the Company a repurchase
option exercisable within 90 days of the voluntary or involuntary termination of the purchaser’s service with the Company for any reason (including death or disability). The purchase price for Shares repurchased pursuant to the Restricted Stock
Purchase Agreement shall be the original price paid by the purchaser and may be paid by cancellation of any indebtedness of the purchaser to the Company. The repurchase option shall lapse at such rate as the Administrator may determine;
provided, however that except in the case of a Stock Purchase Right granted to an officer, Director or Consultant, the repurchase option shall lapse at a rate of no less than 20% per year over five (5) years from the date
such Stock Purchase Right is granted. 
 (c) Other Provisions. The Restricted Stock Purchase Agreement shall contain such other terms,
provisions and conditions not inconsistent with the Plan as may be determined by the Administrator in its sole discretion. 
 (d) Rights
as a Shareholder. Once the Stock Purchase Right is exercised, the purchaser shall have rights equivalent to those of a shareholder and shall be a shareholder when his or her purchase is entered upon the records of the duly authorized transfer
agent of the Company. No adjustment shall be made for a dividend or other right for which the record date is prior to the date the Stock Purchase Right is exercised, except as provided in Section 13 of the Plan. 
 12. Limited Transferability of Options and Stock Purchase Rights. Unless determined otherwise by the Administrator, Options and Stock Purchase
Rights may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or the laws of descent and distribution, and may be exercised during the lifetime of the Optionee only by the Optionee. If the
Administrator in its sole discretion makes an Option or Stock Purchase Right transferable, such Option or Stock Purchase Right may only be transferred (i) by will, (ii) by the laws of descent and distribution, or (iii) to family
members (within the meaning of Rule 701 of the Securities Act) through gifts or domestic relations orders, as permitted by Rule 701 of the Securities Act. 
  

 -10- 








 13. Adjustments; Dissolution or Liquidation; Merger or Change in Control. 
 (a) Adjustments. In the event that any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property),
recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, or other change in the corporate structure of the
Company affecting the Shares occurs, the Administrator, in order to prevent diminution or enlargement of the benefits or potential benefits intended to be made available under the Plan, may (in its sole discretion) adjust the number and class of
Shares that may be delivered under the Plan and/or the number, class, and price of Shares covered by each outstanding Option or Stock Purchase Right; provided, however, that the Administrator shall make such adjustments to the extent
required by Section 25102(o) of the California Corporations Code. 
 (b) Dissolution or Liquidation. In the event of the proposed
dissolution or liquidation of the Company, the Administrator shall notify each Optionee as soon as practicable prior to the effective date of such proposed transaction. To the extent it has not been previously exercised, an Option or Stock Purchase
Right will terminate immediately prior to the consummation of such proposed action. 
 (c) Merger or Change in Control. In the event
of a merger of the Company with or into another corporation, or a Change in Control, each outstanding Option and Stock Purchase Right shall be assumed or an equivalent option substituted by the successor corporation or a Parent or Subsidiary of the
successor corporation. In the event that the successor corporation in a merger or Change in Control refuses to assume or substitute for the Option or Stock Purchase Right, then the Optionee shall fully vest in and have the right to exercise the
Option or Stock Purchase Right as to all of the Optioned Stock, including Shares as to which it would not otherwise be vested or exercisable. If an Option or Stock Purchase Right becomes fully vested and exercisable in lieu of assumption or
substitution in the event of a merger or Change in Control, the Administrator shall notify the Optionee in writing or electronically that this Option or Stock Purchase Right shall be fully exercisable for a period of fifteen (15) days from the
date of such notice, and the Option or Stock Purchase Right shall terminate upon expiration of such period. For the purposes of this paragraph, the Option or Stock Purchase Right shall be considered assumed if, following the merger or Change in
Control, the option or right confers the right to purchase or receive, for each Share of Optioned Stock subject to the Option or Stock Purchase Right immediately prior to the merger or Change in Control, the consideration (whether stock, cash, or
other securities or property) received in the merger or Change in Control by holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration
chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration received in the merger or Change in Control is not solely common stock of the successor corporation or its Parent, the
Administrator may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of the Option or Stock Purchase Right, for each Share of Optioned Stock subject to the Option or Stock Purchase Right,
to be solely common stock of the successor corporation or its Parent equal in fair market value to the per share consideration received by holders of Common Stock in the merger or Change in Control. 
 14. Time of Granting Options and Stock Purchase Rights. The date of grant of an Option or Stock Purchase Right shall, for all purposes, be the
date on which the Administrator makes the determination granting such Option or Stock Purchase Right, or such later date as is determined by the Administrator. Notice of the determination shall be given to each Service Provider to whom an Option or
Stock Purchase Right is so granted within a reasonable time after the date of such grant. 
  

 -11- 








 15. Amendment and Termination of the Plan. 
 (a) Amendment and Termination. The Board may at any time amend, alter, suspend or terminate the Plan. 
 (b) Shareholder Approval. The Board shall obtain shareholder approval of any Plan amendment to the extent necessary and desirable to comply with
Applicable Laws. 
 (c) Effect of Amendment or Termination. No amendment, alteration, suspension or termination of the Plan shall
impair the rights of any Optionee, unless mutually agreed otherwise between the Optionee and the Administrator, which agreement must be in writing and signed by the Optionee and the Company. Termination of the Plan shall not affect the
Administrator’s ability to exercise the powers granted to it hereunder with respect to Options granted under the Plan prior to the date of such termination. 
  

 -12- 








 16. Conditions Upon Issuance of Shares. 
 (a) Legal Compliance. Shares shall not be issued pursuant to the exercise of an Option unless the exercise of such Option 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. 
 (b) Investment Representations. As a condition to the exercise of an Option, the Administrator may require the person exercising such Option to represent and warrant at the time of any such exercise that the
Shares are being purchased only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required. 
 17. Inability to Obtain Authority. The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority
is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority
shall not have been obtained. 
 18. Reservation of Shares. The Company, during the term of this Plan, shall at all times reserve and
keep available such number of Shares as shall be sufficient to satisfy the requirements of the Plan. 
 19. Shareholder Approval. The
Plan shall be subject to approval by the shareholders of the Company within twelve (12) months after the date the Plan is adopted. Such shareholder approval shall be obtained in the degree and manner required under Applicable Laws. 

 

 -13-