Accent Optical Technologies, Inc. Stock Incentive Plan



 Exhibit 4.2 
 ACCENT OPTICAL TECHNOLOGIES, INC. 
 STOCK INCENTIVE PLAN 
 1. PLAN. 
 1.1 PURPOSE. The purpose of this Plan is to promote the success
of the Company and the interests of its stockholders by attracting, motivating, retaining and rewarding certain officers, employees, directors and other eligible persons with awards and incentives for high levels of individual performance and
improved financial performance of the Company. Capitalized terms used herein are defined in Section 5. 
 1.2 ADMINISTRATION AND AUTHORIZATION; POWER
AND PROCEDURE. 
 1.2.1 COMMITTEE. This Plan will be administered by and all Awards will be authorized by the Committee. Action of the
Committee with respect to its authority under this Plan shall be taken pursuant to a majority vote or by unanimous written consent of its members. 
 1.2.2 PLAN AWARDS; INTERPRETATION; POWERS OF COMMITTEE. Subject to the express provisions of this Plan and any express limitations on the delegated authority of a Committee, the Committee will have the authority to: 
 (a) determine eligibility and the particular Eligible Persons who will receive Awards; 
 (b) grant Awards to Eligible Persons, determine the price at which securities will be offered or awarded and the amount of securities to
be offered or awarded to any of such persons, and determine the other specific terms and conditions of Awards consistent with the express limits of this Plan, establish the installments (if any) in which such Awards will become exercisable or will
vest, and the respective consequences thereof, or determine that no delayed exercisability or vesting is required, and establish the events of termination or reversion of such Awards; 
 (c) approve the forms of Award Agreements, which need not be identical either as to type of Award or among Participants; 
 (d) construe and interpret this Plan and any Award or other agreements defining the rights and obligations of the Company and Participants
under this Plan, further define the terms used in this Plan, and prescribe, amend and rescind rules and regulations relating to the administration of this Plan; 
 (e) cancel, modify, or waive the Corporation’s rights with respect to, or modify, discontinue, suspend, or terminate any or all
outstanding Awards held by Eligible Persons, subject to any required consent under Section 4.5; 







 (f) accelerate or extend the exercisability or extend the term of any or all outstanding
Awards within the maximum ten-year term of Awards under Sections 2.2.2 and 3.4; 
 (g) determine the duration and purposes of
leaves of absence that may be granted to Participants without constituting a termination of their employment for purposes of this Plan; and 
 (h) make all other determinations and take such other action as contemplated by this Plan or as may be necessary or advisable for the administration of this Plan and the effectuation of its purposes. 
 1.2.3 BINDING DETERMINATIONS. Any action taken by, or inaction of, the Corporation, any Subsidiary, the Board or the Committee relating or pursuant to
this Plan will be within the absolute discretion of that entity or body and will be conclusive and binding upon all persons. Subject only to compliance with the express provisions hereof, the Board and Committee may act in their absolute discretion
in matters within their authority related to this Plan. 
 1.2.4 RELIANCE ON EXPERTS. In making any determination or in taking or not taking
any action under this Plan, the Committee or the Board, as the case may be, may obtain and may rely upon the advice of experts, including employees of and professional advisors to the Corporation. 
 1.2.5 DELEGATION. The Committee may delegate ministerial, non-discretionary functions to individuals who are officers or employees of the Company.

 1.2.6 NO LIABILITY. No director, officer or agent of the Company will be liable for any action, omission or decision under this Plan
taken, made or omitted in good faith. 
 1.3 PARTICIPATION. Awards may be granted by the Committee only to those persons that the Committee determines to be
Eligible Persons. An Eligible Person who has been granted an Award may, if otherwise eligible, be granted additional Awards if the Committee so determines. 
 1.4 SHARES AVAILABLE FOR AWARDS; SHARE LIMITS. 
 1.4.1 SHARES AVAILABLE. Subject to the provisions of Section 4.2, capital
stock that may be delivered under this Plan will be shares of the Corporation’s authorized but unissued Common Stock and any of its shares of Common Stock held as treasury shares. The shares may be delivered for any lawful consideration.

 1.4.2 SHARE LIMITS. The maximum number of shares of Common Stock that may be delivered pursuant to Awards granted under this Plan will not
exceed 27,500,000 shares (the “SHARE LIMIT”). The maximum number of shares subject to Options that are granted during any calendar year to any one individual will be limited to 3,000,000 shares and the maximum individual limit on the
number of shares in the aggregate subject to all Awards that during any calendar year are 
  

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 granted under this Plan to any one individual will be 3,000,000 shares. Each of the foregoing numerical limits will be
subject to adjustment as contemplated by this Section 1.4 and Section 4.2. 
 1.4.3 SHARE RESERVATION; REPLENISHMENT AND REISSUE OF
UNVESTED AWARDS. Shares subject to outstanding Awards shall be reserved for issuance. No Award may be granted under this Plan unless, on the date of grant, the sum of (a) the maximum number of shares of Common Stock issuable at any time
pursuant to such Award, plus (b) the number of shares of Common Stock that have previously been issued pursuant to Awards granted under this Plan, plus (c) the maximum number of shares of Common Stock that may be issued at any time after
such date of grant pursuant to Awards that are outstanding on such date, does not exceed the Share Limit. Shares of Common Stock that are subject to or underlie Awards that expire or for any reason are canceled or terminated, are forfeited, fail to
vest, or for any other reason are not paid or delivered under this Plan, will again, except to the extent prohibited by law (or the provisions of the Code, in the case of Incentive Stock Options) or the terms of this Plan, be available for
subsequent Awards under this Plan. Accordingly, shares of Common Stock issued pursuant to the terms hereof including shares of Common Stock offset in satisfaction of applicable withholding taxes or the exercise price of an Award) in respect of an
Award shall reduce on a share-for-share basis the number of shares of Common Stock remaining available under this Plan and the number of shares remaining subject to the Award. 
 1.5 NO TRANSFERABILITY; LIMITED EXCEPTION TO TRANSFER RESTRICTIONS. 
 1.5.1 LIMIT ON EXERCISE AND TRANSFER.
Unless otherwise expressly provided in (or pursuant to) this Section 1.5, by applicable law and by the Award Agreement, as the same may be amended: 
 (a) all Awards are non-transferable and will not be subject in any manner to sale, transfer, anticipation, alienation, assignment, pledge, encumbrance or charge; 
 (b) Awards will be exercised only by the Participant; and 
 (c) amounts payable or shares issuable pursuant to an Award will be delivered only to (or for the account of) the Participant. 

In addition, the shares shall be subject to the restrictions set forth in the applicable Award Agreement. 
 1.5.2 FURTHER EXCEPTIONS TO LIMITS ON TRANSFER. The exercise and transfer restrictions in Section 1.5.1 will not apply to: 
 (a) transfers to the Corporation or, with the express written approval of the Committee, transfers by gift to “immediate family”
as that term is defined in SEC Rule 16a-1(e) promulgated under the Exchange Act; 
  

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 (b) the designation of a beneficiary to receive benefits if the Participant dies or, if
the Participant has died, transfers to or exercises by the Participant’s beneficiary, or, in the absence of a validly designated beneficiary, transfers by will or the laws of descent and distribution; or 
 (c) if the Participant has suffered a disability, permitted transfers or exercises on behalf of the Participant by the Participant’s
duly authorized legal representative. 
 Notwithstanding anything else in this Section 1.5.2 to the contrary, Incentive Stock Options
and Restricted Stock Awards will be subject to any and all transfer restrictions under the Code applicable to such awards or necessary to maintain the intended tax consequences of such Awards. 
 1.6 ACCEPTANCE OF NOTES TO FINANCE EXERCISE/PURCHASE. The Corporation may, with the Committee’s approval in each specific case, accept one or more notes from any
Eligible Person in connection with the exercise, purchase or acquisition of any Award; provided that any such note shall be subject to the following terms and conditions: 
 (a) The principal of the note shall not exceed the amount required to be paid to the Corporation upon the exercise, purchase or
acquisition of one or more Awards under this Plan and the note shall be delivered directly to the Corporation in consideration of such exercise, purchase or acquisition. 
 (b) The initial term of the note shall be determined by the Committee; provided that the term of the note, including extensions, shall not
exceed a period of five years. 
 (c) The note shall provide for full recourse to the Participant and shall bear interest at a
rate determined by the Committee, but not less than the interest rate necessary to avoid the imputation of interest under the Code and to avoid any adverse accounting consequences in connection with the exercise, purchase or acquisition. 

(d) If the employment or services of the Participant by or to the Company terminates, the unpaid principal balance of the note shall
become due and payable on the 30th business day after such termination; provided, however, that if a sale of such shares would cause such Participant to incur liability under Section 16(b) of the Exchange Act, the unpaid balance shall become
due and payable on the 10th business day after the first day on which a sale of such shares could have been made without incurring such liability assuming for these purposes that there are no other transactions (or deemed transactions) in securities
of the Corporation by the Participant subsequent to such termination. 
 (e) If required by the Committee or by applicable
law, note shall be secured by a pledge of any shares or rights financed thereby or other collateral, in compliance with applicable law. 
  

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 (f) The terms, repayment provisions, and collateral release provisions of the note and
the pledge securing the note shall conform with all applicable rules and regulations, including those of the Federal Reserve Board and under the California Corporations Code, as then in effect. 
 2. OPTIONS. 
 2.1 OPTION GRANTS. 
 2.1.1 APPROVAL; NUMBER OF SHARES. The Committee may grant one or more Options under this Plan to any Eligible Person. Subject to the express provisions
of this Plan, the Committee will determine the number of shares of Common Stock subject to each Option. 
 2.1.2 AWARD AGREEMENT. Each Option
will be evidenced by an Award Agreement signed by the Corporation and, to the extent required by the Committee, by the Participant and the Participant’s spouse. The Award Agreement evidencing an Option shall contain the terms established by the
Committee for that Option, as well as any other terms, provisions, or restrictions that the Committee may impose on the Option or any shares of Common Stock subject to the Option. 
 2.1.3 TYPE OF OPTIONS. The Committee will designate each Option granted under this Plan as either an Incentive Stock Option or a Nonqualified Stock
Option and such designation shall be set forth in the applicable Award Agreement. Any Option granted hereunder that is not designated as an Incentive Stock Option will be deemed to be designated a Nonqualified Stock Option under this Plan and not an
incentive stock option under the Code. Incentive Stock Options shall be subject to the provisions of Section 2.4 in addition to the provisions hereof applicable to Options generally. 
 2.2 VESTING; TERM; EXERCISE PROCEDURE. 
 2.2.1 VESTING. The
Committee will determine the vesting and/or exercisability provisions of each Option, which provisions will be set forth in the applicable Award Agreement. Unless the Committee otherwise expressly provides, no Option will be exercisable or will vest
until at least six months after the initial Award Date, and once exercisable an Option will remain exercisable until the expiration or earlier termination of the Option. To the extent required to satisfy applicable securities laws and subject to
Section 2.6, no Option (except an Option granted to an officer, director, or consultant of the Company) shall vest and become exercisable at a rate of less than 20% per year over five years after the date the Option is granted. 

2.2.2 TERM. Each Option shall expire not more than 10 years after its date of grant. Each Option will be subject to earlier termination as provided in
or pursuant to Sections 2.6 or 4.2. Any payment of cash or delivery of stock in payment of or pursuant to an Option may be delayed until a future date if specifically authorized by the Committee in writing and by the Participant. 
 2.2.3 EXERCISE PROCEDURE. Any exercisable Option will be deemed to be exercised when the Corporation receives written notice of such exercise from the
Participant (on a form and in such manner as may be required by the Committee), together with any required payment made in accordance with Section 2.3.2 and Section 4.4 and any written statement required pursuant to Section 4.3.

  

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 2.2.4 FRACTIONAL SHARES/MINIMUM ISSUE. Fractional share interests will be disregarded, but may be
accumulated. The Committee, however, may determine that cash, other securities, or other property will be paid or transferred in lieu of any fractional share interests. No fewer than 100 shares may be purchased on exercise of any Option at one time
unless the number purchased is the total number at the time available for purchase under the Option. 
 2.3 OPTION PRICE. 
 2.3.1 PRICING LIMITS. Subject to the following provisions of this Section 2.3.1, the Committee will determine the purchase price per share of the
Common Stock covered by each Option (the “exercise price” of the Option) at the time of the grant of the Option, which purchase price will be set forth in the applicable Award Agreement. In no case will the exercise price of an Option be
less than the greater of: 
 (a) the par value of the Common Stock; 
 (b) in the case of a Nonqualified Stock Option and subject to clause (d) below, 85% of Fair Market Value of the Common Stock on the
date of grant; 
 (c) in the case of an Incentive Stock Option and subject to clause (e) below, 100% of the Fair Market
Value of the Common Stock on the date of grant; 
 (d) in the case of a Nonqualified Stock Option granted to a Participant
described in Section 2.5, 110% of the Fair Market Value of the Common Stock on the date of grant; or 
 (e) in the case
of an Incentive Stock Option granted to a Participant described in Section 2.5, 110% of the Fair Market Value of the Common Stock on the date of grant; 
 provided, however, that the limits set forth in (b) and (d) shall apply only to the extent required by applicable securities laws. 
 2.3.2 PAYMENT PROVISIONS. The Corporation will not be obligated to deliver certificates for the shares of Common Stock to be purchased on exercise of an
Option unless and until it receives full payment of the exercise price therefor, all related withholding obligations under Section 4.4 have been satisfied, and all other conditions to the exercise of the Option set forth herein or in the Award
Agreement have been satisfied. The purchase price of any shares of Common Stock purchased on exercise of an Option must be paid in full at the time of each purchase in one or a combination of the following methods: 
 (a) in cash or by electronic funds transfer; 
 (b) by certified or cashier’s check payable to the order of the Corporation; 
  

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 (c) by notice and third party payment in such manner as may be authorized by the
Committee; 
 (d) by the delivery of shares of Common Stock already owned by the Participant; provided that the Committee may,
in its absolute discretion, limit the Participant’s ability to exercise an Option by delivering previously owned shares, and any shares of Common Stock delivered that were initially acquired from the Corporation upon exercise of a stock option
or otherwise must have been owned by the Participant at least 6 months as of the date of delivery; or 
 (e) if authorized by
the Committee or specified in the applicable Award Agreement, by a promissory note of the Participant consistent with the requirements of Section 1.6. 
 Shares of Common Stock used to satisfy the exercise price of an Option will be valued at their Fair Market Value on the date of exercise. 
 2.4 LIMITATIONS ON GRANT AND TERMS OF INCENTIVE STOCK OPTIONS. 
 2.4.1 $100,000 LIMIT. To the extent that
the aggregate “Fair Market Value” of stock with respect to which incentive stock options first become exercisable by a Participant in any calendar year exceeds $100,000, taking into account both Common Stock subject to Incentive Stock
Options under this Plan and stock subject to incentive stock options under all other plans of the Company or any parent corporation, such options will be treated as Nonqualified Stock Options. For this purpose, the “Fair Market Value” of
the stock subject to options will be determined as of the date the options were awarded. In reducing the number of options treated as incentive stock options to meet the $100,000 limit, the most recently granted options will be reduced
(recharacterized as Nonqualified Stock Options) first. To the extent a reduction of simultaneously granted options is necessary to meet the $100,000 limit, the Committee may, in the manner and to the extent permitted by law, designate which shares
of Common Stock are to be treated as shares acquired pursuant to the exercise of an Incentive Stock Option. 
 2.4.2 OTHER CODE LIMITS.
Incentive Stock Options may only be granted to employees of the Corporation or a Subsidiary that satisfy the other eligibility requirements of the Code. Any Award Agreement relating to Incentive Stock Options will contain or shall be deemed to
contain such other terms and conditions as from time to time are required in order that the Option be an “incentive stock option” as that term is defined in Section 422 of the Code. 
 2.4.3 ISO NOTICE OF SALE REQUIREMENT. Any Participant who exercises an Incentive Stock Option shall give prompt written notice to the Corporation of any
sale or other transfer of the shares of Common Stock acquired on such exercise if the sale or other transfer occurs (a) within one year after the exercise date of the Option, or (b) two years after the grant date of the Option. 

2.5 LIMITS ON 10% HOLDERS. No Incentive Stock Option (or, to the extent required by applicable securities laws, Nonqualified Stock Option) may be
granted to any person who, at the time the Option is granted, owns (or is deemed to own under Section 424(d) of the Code) shares of 
  

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 outstanding stock of the Corporation (or a parent or subsidiary of the Corporation) possessing more than 10% of the total
combined voting power of all classes of stock of the Corporation (or a parent or subsidiary of the Corporation), unless the exercise price of such Option is at least 110% of the Fair Market Value of the stock subject to the Option and (only in the
case of an Incentive Stock Option granted to such a person) such Option by its terms is not exercisable after the expiration of five years from the date such Option is granted. 
 2.6 EFFECTS OF TERMINATION OF EMPLOYMENT; TERMINATION OF SUBSIDIARY STATUS; DISCRETIONARY PROVISIONS. 
 2.6.1 DISMISSAL FOR CAUSE. Unless otherwise provided in the Award Agreement and subject to earlier termination pursuant to or as contemplated by Section 2.2.2 or 4.2, if a Participant’s employment by or service to the Company is
terminated by the Company for Cause, the Participant’s Option will terminate on the Participant’s Severance Date, whether or not the Option is then vested and/or exercisable. 
 2.6.2 RESIGNATION. Unless otherwise provided in the Award Agreement (consistent with applicable securities laws) and subject to earlier termination
pursuant to or as contemplated by Section 2.2.2 or 4.2, if a Participant voluntarily terminates his or her employment by or service to the Company (other than because of his or her death, Total Disability or Retirement): 
 (a) the Participant will have until the date that is 30 days after the Participant’s Severance Date to exercise his or her Option (or
portion thereof) to the extent that it was vested and exercisable on the Severance Date; 
 (b) the Option, to the extent not
vested and exercisable on the Participant’s Severance Date, shall terminate on the Severance Date; and 
 (c) the Option,
to the extent exercisable for the 30-day period following the Participant’s Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the 30-day period. 
 2.6.3 LAYOFF OR OTHER INVOLUNTARY TERMINATION. Unless otherwise provided in the Award Agreement (consistent with applicable securities laws) and subject
to earlier termination pursuant to or as contemplated by Section 2.2.2 or 4.2, if a Participant is laid off or the Participant’s employment by or service to the Company is otherwise terminated at the will of the Company (other than in
circumstances constituting a termination because of death, Total Disability, Retirement, or a termination by the Company for Cause): 
 (a) the Participant will have until the date that is three (3) months after the Participant’s Severance Date to exercise his or her Option (or portion thereof) to the extent that it was vested and exercisable on the Severance
Date; 
 (b) the Option, to the extent not vested and exercisable on the Participant’s Severance Date, shall terminate on
the Severance Date; and 
  

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 (c) the Option, to the extent exercisable for the 3-month period following the
Participant’s Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the 3-month period. 
 2.6.4 DEATH, DISABILITY, OR RETIREMENT. Unless otherwise provided in the Award Agreement (consistent with applicable securities laws) and subject to earlier termination pursuant to or as contemplated by
Section 2.2.2 or 4.2, if a Participant’s employment by or service to the Company terminates as a result of the Participant’s Total Disability, death, or Retirement: 
 (a) the Participant (or his or her Personal Representative or Beneficiary, in the case of the Participant’s Total Disability or
death, respectively), will have until the date that is 12 months after the Participant’s Severance Date to exercise the Participant’s Option (or portion thereof) to the extent that it was vested and exercisable on the Severance Date;

 (b) the Option, to the extent not vested and exercisable on the Participant’s Severance Date, shall terminate on the
Severance Date; and 
 (c) the Option, to the extent exercisable for the 12-month period following the Participant’s
Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the 12-month period. 
 2.6.5 EVENTS NOT DEEMED A TERMINATION OF EMPLOYMENT. Unless Company policy or the Committee otherwise provides, a Participant’s employment or service relationship with the Company shall not be considered terminated solely due to any
sick leave, military leave, or any other leave of absence authorized by the Company or the Committee; provided that, unless reemployment upon the expiration of such leave is guaranteed by contract or law, such leave is for a period of not more than
90 days. In the case of any Eligible Person on an approved leave of absence, continued vesting of the Award while on leave from the employ of or service with the Company will be suspended until the employees returns to service, unless the Committee
otherwise provides or applicable law otherwise requires. In no event shall an Award be exercised after the expiration of the term of the Award set forth in the Award Agreement. 
 2.6.6 EFFECT OF CHANGE OF SUBSIDIARY STATUS. For purposes of this Plan and any Award, if an entity ceases to be a Subsidiary, a termination of employment
or service will be deemed to have occurred with respect to each Eligible Person in respect of such Subsidiary who does not continue as an Eligible Person in respect of another entity within the Company. 
 2.6.7 COMMITTEE DISCRETION. Notwithstanding the foregoing provisions of this Section 2.6, in the event of, or in anticipation of, a termination of
employment or service with the Company for any reason, other than a discharge for Cause, the Committee may accelerate the vesting and exercisability of all or a portion of the Participant’s Award, and/or, subject to the provisions of Sections
2.2.2 and 4.2, extend the exercisability period of the Participant’s Option upon such terms as the Committee determines and as expressly set forth in or by amendment to the Award Agreement. 
  

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 2.6.8 DETERMINATION OF SEVERANCE DATE. Notwithstanding the definition of “Severance Date,” the
Committee may authorize by express provision in or pursuant to an Award an extension of the date of termination of the Participant’s employment by or services to the Company if the Participant’s status after grant of the Award changes from
one category of Eligible Person to another (for example, employee to consultant or visa versa), or in other circumstances that the Committee deems appropriate. 
 2.6.9 TERMINATION OF CONSULTING OR AFFILIATE SERVICES. If the Participant is not an Eligible Employee or a director of the Corporation, and provides services as an Other Eligible Person, the Committee shall be the
sole judge of whether the Participant continues to render services to the Company, unless a written contract or the Award Agreement otherwise provides. If, in these circumstances, the Company notifies the Participant in writing that a termination of
the Participant’s services to the Company has occurred for purposes of this Plan, then (unless the contract or the Award Agreement otherwise expressly provides), the Participant’s termination of services with the Company for purposes of
this Plan shall be the date which is 10 days after the Company’s mailing of the notice or, in the case of a termination for Cause, the date of the mailing of the notice. 
 2.7 OPTION REPRICING/CANCELLATION AND REGRANT/WAIVER OF RESTRICTIONS. Subject to Section 1.4 and Section 4.5 and the specific limitations on Options contained in this Plan, the Committee from time to time
may authorize, generally or in specific cases only, for the benefit of any Eligible Person, any adjustment in the exercise price, the vesting schedule, the number of shares subject to, or the term of, an Option granted under this Plan by
cancellation of an outstanding Option and a subsequent regranting of the Option, by amendment, by substitution of an outstanding Option, by waiver or by other legally valid means. Such amendment or other action may result in, among other changes, an
exercise price that is higher or lower than the exercise price of the original or prior Option, provide for a greater or lesser number of shares of Common Stock subject to the Option, or provide for a longer or shorter vesting or exercise period.

 2.8 OPTIONS IN SUBSTITUTION FOR STOCK OPTIONS GRANTED BY OTHER CORPORATIONS. Options may be granted to Eligible Persons under this Plan in substitution
for employee stock options granted by other entities, in connection with a distribution, merger or reorganization by or with the granting entity or an affiliated entity, or the acquisition by the Company, directly or indirectly, of all or a
substantial part of the stock or assets of the employing entity. 
 3. RESTRICTED STOCK AWARDS. 
 3.1 GRANTS. The Committee may grant one or more Restricted Stock Awards to any Eligible Person. Subject to the provisions of this Plan, the Committee will determine the
number of shares of Common Stock subject to each Restricted Stock Award. Each Restricted Stock Award will be evidenced by an Award Agreement signed by the Corporation and, to the extent required by the Committee, by the Participant and the
Participant’s spouse. Upon issuance of the Restricted Stock Award, the Participant may be required to provide such further assurances and documents as the Committee may require to enforce the restrictions thereon. 
  

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 3.2 AWARD AGREEMENT. Each Restricted Stock Award Agreement will specify the number of shares of Common Stock to be issued
to the Participant, the date of such issuance, the consideration for such shares (but not less than the minimum lawful consideration under applicable state law) to be paid by the Participant for the shares, the extent (if any) to which and the time
(if ever) at which the Participant will be entitled to dividends, voting and other rights in respect of the shares prior to vesting, and the restrictions (which may be based on performance criteria, passage of time or other factors or any
combination thereof) on such shares and the conditions of release or lapse of such restrictions. 
 3.3 VESTING. The restrictions imposed on the shares of
Common Stock subject to a Restricted Stock Award will not lapse earlier than six months after the Award Date, except to the extent the Committee may otherwise provide. To the extent required to satisfy applicable securities laws, the restrictions
imposed on the shares of Common Stock subject to a Restricted Stock Award (other than an Award granted to an officer, director, or consultant of the Company, which may include more restrictive provisions) shall lapse as to such shares, subject to
Section 3.8, at a rate of at least 20% of the shares subject to the Award per year over the five years after the date the Award is granted. 
 3.4 TERM.
Any Restricted Stock Award shall either vest or be forfeited not more than 10 years after the date of grant. Each Restricted Stock Award will be subject to earlier termination as provided in or pursuant to Section 4.2. Any payment of cash or
delivery of stock in payment for a Restricted Stock Award may be delayed until a future date if specifically authorized by the Committee in writing and by the Participant. 
 3.5 PURCHASE PRICE. 
 3.5.1
PRICING LIMITS. Subject to the following provisions of this Section 3.5, the Committee will determine the purchase price per share of the Common Stock covered by each Restricted Stock Award at the time of grant of the Award. To the extent
required to satisfy applicable securities laws, in no case will such purchase price be less than the greater of: 
 (a) 85% of
the Fair Market Value of the Common Stock on the date of grant, or at the time the purchase is consummated; or 
 (b) 100% of
the Fair Market Value of the Common Stock on the date of grant, or at the time the purchase is consummated, in the case of any person who owns stock possessing more than 10% of the total combined voting power of all classes of stock of the
Corporation, its parent, or a Subsidiary. 
 3.5.2 PAYMENT PROVISIONS. The Corporation will not be obligated to issue certificates evidencing
shares of Restricted Stock pending the lapse of restrictions (“Restricted Shares”) unless and until it receives full payment of the purchase price therefor and all other conditions to the purchase, as determined by the Committee, have been
satisfied. The purchase price of any Restricted Shares must be paid in full at the time of the purchase in one or a combination of the methods set forth in clauses (a) through (e) in Section 2.3.2. 
  

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 3.6 STOCK CERTIFICATES; FRACTIONAL SHARES. Stock certificates evidencing Restricted Shares will bear a legend making
appropriate reference to the restrictions imposed hereunder and will be held by the Corporation or by a third party designated by the Committee until the restrictions on such shares have lapsed and the shares have vested in accordance with the
provisions of the Award and Section 3.3 and any related loan has been repaid. Fractional share interests will be disregarded, but may be accumulated. The Committee, however, may determine that cash, other securities, or other property will be
paid or transferred in lieu of any fractional share interests. 
 3.7 RESTRICTIONS. 
 3.7.1 PRE-VESTING RESTRAINTS. Except as provided in Section 3.1, Restricted Shares comprising any Restricted Stock Award may not be sold, assigned,
transferred, pledged or otherwise disposed of or encumbered, either voluntarily or involuntarily, until the restrictions on such shares have lapsed and the shares have become vested. 
 3.7.2 DIVIDEND AND VOTING RIGHTS. Unless otherwise provided in the applicable Award Agreement, a Participant receiving a Restricted Stock Award will be
entitled to cash dividend and voting rights for all Restricted Shares issued even though they are not vested, but such rights will terminate immediately as to any Restricted Shares which cease to be eligible for vesting. 
 3.7.3 CASH PAYMENTS. The Award Agreement shall specify whether and to what extent cash or other property received in respect of Restricted Shares must be
returned (with or without an earnings factor) if the Restricted Shares fail to vest and must be returned to the Corporation in accordance with Section 3.8. 
 3.8 RETURN TO THE CORPORATION. Unless the Committee otherwise expressly provides, Restricted Shares subject to a Participant’s Restricted Stock Award that remain subject to restrictions at the time the Participant’s employment by
or service to the Company terminates, or are subject to other conditions to vesting that have not been satisfied by the time specified in the applicable Award Agreement, will not vest and will be reacquired by the Corporation in such manner and on
such terms as the Committee provides, which terms shall include return or repayment of the lower of the Fair Market Value or the original purchase price of the Restricted Shares, without interest, to the Participant to the extent not prohibited by
law. The Restricted Stock Award shall specify any other terms or conditions of the repurchase if the Award fails to vest. 
 3.9 OTHER SECTIONS APPLICABLE TO
RESTRICTED STOCK AWARDS . The provisions of Sections 2.6.5 through 2.6.8 are applicable to Restricted Stock Awards as well as Options. 
 3.10 WAIVER OF
RESTRICTIONS. Subject to Section 1.4 and 4.5 and the specific limitations on Restricted Stock Awards contained in this Plan, the Committee from time to time may authorize, generally or in specific cases only, for the benefit of any Eligible
Person, any adjustment in the 
  

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 vesting schedule, or the restrictions upon or the term of, a Restricted Stock Award granted under this Plan by amendment,
by substitution of an outstanding Restricted Stock Award, by waiver or by other legally valid means. 
 4. OTHER PROVISIONS. 
 4.1 RIGHTS OF ELIGIBLE PERSONS, PARTICIPANTS AND BENEFICIARIES. 
 4.1.1 EMPLOYMENT STATUS. Status as an Eligible Person will not be construed as a commitment that any Award will be granted under this Plan to an Eligible Person or to Eligible Persons generally. 
 4.1.2 NO EMPLOYMENT/SERVICE CONTRACT. Nothing contained in this Plan (or in any other documents under this Plan or related to any Award) shall confer
upon any Eligible Employee or other Participant any right to continue in the employ or other service of the Company, constitute any contract or agreement of employment or other service or affect an employee’s status as an employee at will, nor
shall interfere in any way with the right of the Company to change such person’s compensation or other benefits, or to terminate his or her employment or other service, with or without cause at any time. Nothing in this Section 4.1.2, or
in Section 4.2.2 or 4.12, however, is intended to adversely affect any express independent right of such person under a separate employment or service contract. An Award Agreement shall not constitute a contract of employment or service.

 4.1.3 PLAN NOT FUNDED. Awards payable under this Plan will be payable in shares of Common Stock or from the general assets of the
Corporation, and (except as provided in Section 1.4.3) no special or separate reserve, fund or deposit will be made to assure payment of such Awards. No Participant, Beneficiary or other person will have any right, title or interest in any fund
or in any specific asset (including shares of Common Stock) of the Company by reason of any Award hereunder. Neither the provisions of this Plan (or of any related documents), nor the creation or adoption of this Plan, nor any action taken pursuant
to the provisions of this Plan will create, or be construed to create, a trust of any kind or a fiduciary relationship between the Company and any Participant, Beneficiary or other person. To the extent that a Participant, Beneficiary or other
person acquires a right to receive payment pursuant to any Award hereunder, such right will be no greater than the right of any unsecured general creditor of the Company. 
 4.1.4 CHARTER DOCUMENTS. The Articles of Incorporation and By-Laws of the Corporation, as either of them may lawfully be amended from time to time, may provide for additional restrictions and limitations with respect
to the Common Stock (including additional restrictions and limitations on the voting or transfer of Common Stock) or priorities, rights and preferences as to securities and interests prior in rights to the Common Stock. To the extent that these
restrictions and limitations are greater than those set forth in this Plan or any Award Agreement, such restrictions and limitations shall apply to any shares of Common Stock acquired pursuant to the exercise of Awards and are incorporated herein by
this reference. 
  

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 4.2 ADJUSTMENTS; ACCELERATION. 
 4.2.1 ADJUSTMENTS. Upon or in contemplation of any reclassification, recapitalization, stock split (including a stock split in the form of a stock dividend) or reverse stock split; any merger, combination,
consolidation or other reorganization; any split-up; spin-off, or similar extraordinary dividend distribution (“spin-off”) in respect of the Common Stock (whether in the form of securities or property); any exchange of Common Stock or
other securities of the Corporation, or any similar, unusual or extraordinary corporate transaction in respect of the Common Stock; or a sale of substantially all the assets of the Corporation as an entirety (“asset sale”); then the
Committee shall, in such manner, to such extent (if any) and at such time as it deems appropriate and equitable in the circumstances: 
 (a) proportionately adjust any or all of (1) the number of shares of Common Stock or the number and type of other securities that thereafter may be made the subject of Awards (including the specific maxima and
numbers of shares set forth elsewhere in this Plan), (2) the number, amount and type of shares of Common Stock (or other securities or property) subject to any or all outstanding Awards, (3) the grant, purchase, or exercise price of any or
all outstanding Awards, or (4) the securities, cash or other property deliverable upon exercise or vesting of any outstanding Awards, or 
 (b) make provision for a settlement by a cash payment or for the substitution or exchange of any or all outstanding Awards for cash, securities or other property (or for other awards) based upon the distribution or
consideration payable to holders of the Common Stock upon or in respect of such event. 
 The Committee may adopt such valuation
methodologies for outstanding Awards as it deems reasonable in the event of a cash, securities or other property settlement. In the case of Options, but without limitation on other methodologies, the Committee may base such settlement solely upon
the excess (if any) of the amount payable upon or in respect of such event over the exercise price of the Option to the extent of the then vested and exercisable shares subject to the Option. In the case of Restricted Shares, but without limiting
other methodologies, the Committee may limit the payment to either (1) the purchase price previously paid by the Participant, or (2) the Fair Market Value of the shares, or (3) the price to be paid in the transaction for unrestricted
shares. 
 The Committee may make adjustments to and/or accelerate the exercisability of Options in a manner that disqualifies the Options as
Incentive Stock Options without the written consent of the Option holders affected thereby. 
 In any of such events, the Committee may take
such action prior to such event to the extent that the Committee deems the action necessary to permit the Participant to realize the benefits intended to be conveyed with respect to the underlying shares in the same manner as is or will be available
to stockholders generally. 
 4.2.2 ACCELERATION OF AWARDS UPON CHANGE IN CONTROL. Subject to Sections 4.2.3 through 4.2.6, unless prior to a
Change in Control Event the Committee determines that, upon its occurrence, benefits under any or all Awards will not accelerate or determines that only 
  

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 certain or limited benefits under any or all Awards will be accelerated and the extent to which they will be accelerated,
and/or establishes a different time in respect of such event for such acceleration, then upon (or, as may be necessary to effectuate the purposes of this acceleration, immediately prior to) the occurrence of a Change in Control Event: 
 (a) each Option will become immediately vested and exercisable, and 
 (b) Restricted Stock will immediately vest free of forfeiture restrictions and/or restrictions giving the Corporation the right to
repurchase the stock at its original purchase price. 
 The Committee may override the limitations on acceleration in this Section 4.2.2
by express provision in the Award Agreement and may accord any Eligible Person a right to refuse any acceleration, whether pursuant to the Award Agreement or otherwise, in such circumstances as the Committee may approve. Any acceleration of Awards
will comply with applicable legal requirements and, if necessary to accomplish the purposes of the acceleration or if the circumstances otherwise require, may be deemed by the Committee to occur (subject to Sections 4.2.4 through 4.2.6) not more
than 30 days before or only upon the consummation of the event. Any acceleration of an Incentive Stock Option may disqualify the Option as an Incentive Stock Option and does not require the written consent of the holder of the Option, whether or not
the holder is adversely affected thereby. 
 4.2.3 POSSIBLE EARLY TERMINATION OF ACCELERATED AWARDS. Without any limitation on the
Committee’s authority under Section 4.2.1, if the vesting of any Option under this Plan has been fully accelerated as required or permitted by Section 4.2.2 but is not exercised prior to (a) a dissolution of the Corporation,
(b) an event described in Section 4.2.1 that the Corporation does not survive, or (c) the consummation of a Change in Control Event approved by the Board, the Option shall terminate, subject to any provision that has been expressly
made by the Board or the Committee for the survival, substitution, assumption, exchange or other settlement of the Option. 
 4.2.4 POSSIBLE
RESCISSION OF ACCELERATION. If the vesting of an Award has been accelerated in anticipation of an event or upon stockholder approval of an event and the Committee or the Board later determines that the event will not occur, the Committee may rescind
the effect of the acceleration as to any then outstanding and unexercised or otherwise unvested Awards. 
 4.2.5 POOLING EXCEPTION. Any
discretion with respect to the events addressed in this Section 4.2, including any acceleration of vesting, shall be limited to the extent required by applicable accounting requirements in the case of a transaction intended to be accounted for
as a pooling of interests transaction. 
 4.2.6 GOLDEN PARACHUTE LIMITATIONS. Unless otherwise specified in an Award Agreement or otherwise
authorized by the Board in the specific case, no vesting of or lapse or restrictions imposed on an Award will be accelerated under this Plan to an extent or in a manner that would result in payments that are not fully deductible by the Company for
federal income tax purposes because of Section 280G of the Code. If a Participant would be entitled to benefits or payments hereunder and under any other plan or program that would constitute “parachute 
  

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 payments” as defined in Section 280G of the Code, then the Participant may by written notice to the Company
designate the order in which such parachute payments will be reduced or modified so that the Company is not denied any federal income tax deductions for any “parachute payments” because of Section 280G of the Code. 
 4.3 COMPLIANCE WITH LAWS. 
 4.3.1 GENERAL. This Plan, the
granting and vesting of Awards under this Plan, and the offer, issuance and delivery of shares of Common Stock, the acceptance of promissory notes and/or the payment of money under this Plan or under Awards are subject to compliance with all
applicable federal and state laws, rules and regulations (including but not limited to state and federal securities laws, and federal margin requirements) and to such approvals by any listing, regulatory or governmental authority as may, in the
opinion of counsel for the Corporation, be necessary or advisable in connection therewith. In addition, any securities delivered under this Plan may be subject to any special restrictions that the Committee may require to preserve a pooling of
interests under generally accepted accounting principles. The person acquiring any securities under this Plan will, if requested by the Corporation, provide such assurances and representations to the Corporation as the Committee may deem necessary
or desirable to assure compliance with all applicable legal and accounting requirements. 
 4.3.2 COMPLIANCE WITH SECURITIES LAWS. No
Participant shall sell, pledge or otherwise transfer shares of Common Stock acquired pursuant to an Award or any interest in such shares except in accordance with the express terms of this Plan and the applicable Award Agreement. Any attempted
transfer in violation of this Section 4.3 shall be void and of no effect. Without in any way limiting the provisions set forth above, no Participant shall make any disposition of all or any portion of shares of Common Stock acquired or to be
acquired pursuant to an Award, except in compliance with all applicable federal and state securities laws and unless and until: 
 (a) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or 
 (b) such disposition is made in accordance with Rule 144 under the Securities Act; or 
 (c) such Participant notifies the Corporation of the proposed disposition and furnishes the Corporation with a statement of the
circumstances surrounding the proposed disposition, and, if requested by the Corporation, furnishes to the Corporation an opinion of counsel acceptable to the Corporation’s counsel, that such disposition will not require registration under the
Securities Act and will be in compliance with all applicable state securities laws. 
 Notwithstanding anything else herein to the contrary,
the Company has no obligation to register the Common Stock or file any registration statement under either federal or state securities laws, nor does the Company make any representation concerning the likelihood of a public offering of the Common
Stock or any other securities of the Company. 
  

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 4.3.3 SHARE LEGENDS . All certificates evidencing shares of Common Stock issued or delivered under this
Plan shall bear the following legends and/or any other appropriate or required legends under applicable laws: 
 “OWNERSHIP OF THIS CERTIFICATE, THE SHARES EVIDENCED BY THIS CERTIFICATE AND ANY INTEREST THEREIN ARE SUBJECT TO SUBSTANTIAL RESTRICTIONS ON TRANSFER UNDER APPLICABLE LAW AND UNDER AGREEMENTS WITH THE CORPORATION, INCLUDING
RESTRICTIONS ON SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITION.” 
 “THE SECURITIES REPRESENTED HEREBY HAVE
NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“ACT”), NOR HAVE THEY BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE. NO TRANSFER OF SUCH SECURITIES WILL BE PERMITTED UNLESS A
REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER, THE TRANSFER IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, OR IN THE OPINION OF COUNSEL TO THE CORPORATION, REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH
TRANSFER TO COMPLY WITH THE ACT AND WITH APPLICABLE STATE SECURITIES LAWS.” 
 4.3.4 DELIVERY OF FINANCIAL STATEMENTS. The Corporation
shall deliver annually to Participants such financial statements of the Corporation as are required to satisfy applicable securities laws. 
 4.3.5 CONFIDENTIAL INFORMATION. Any financial or other information relating to the Corporation obtained by Participants in connection with or as a result of this Plan or their Awards shall be treated as confidential. 
 4.4 TAX WITHHOLDING. 
 4.4.1 TAX WITHHOLDING. Upon any
exercise, vesting, or payment of any Award or upon the disposition of shares of Common Stock acquired pursuant to the exercise of an Incentive Stock Option prior to satisfaction of the holding period requirements of Section 422 of the Code, the
Company shall have the right at its option to: 
 (a) require the Participant (or Personal Representative or Beneficiary, as
the case may be) to pay or provide for payment of the amount of any taxes which the Company may be required to withhold with respect to such Award event or payment; 
 (b) deduct from any amount payable to the Participant (or Personal Representative or Beneficiary, as the case may be) in cash or
equivalent (in respect of an Award or otherwise) the amount of any taxes which the Company may be required to withhold with respect to such Award event or payment; or 
  

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 (c) reduce the number of shares of Common Stock to be delivered by (or otherwise
reacquire shares held by the Participant at least 6 months) the appropriate number of shares of Common Stock, valued at their then Fair Market Value, to satisfy the minimum withholding obligation. 
 The Committee may, in its sole discretion (subject to Section 4.3), grant (either at the time of grant of the Award or thereafter) to the
Participant the right to elect, pursuant to such rules and subject to such conditions as the Committee may establish, to have the Corporation utilize the withholding offset under clause (c) above. 
 In no event will the value of shares withheld under (c) above exceed the minimum amount of required withholding under applicable law. 
 4.4.2 TAX LOANS. If so provided in the Award Agreement or otherwise authorized by the Committee, the Corporation may, to the extent permitted by law,
authorize a loan to an Eligible Person in the amount of any taxes that the Company may be required to withhold with respect to shares of Common Stock received (or disposed of, as the case may be) pursuant to a transaction described in
Section 4.4.1. Such a loan will be for a term not greater than 12 months and at a rate of interest and pursuant to such other terms and conditions as the Corporation may establish, subject to compliance with applicable law. Such a loan need not
otherwise comply with the provisions of Section 2.3.3. 
 4.5 PLAN AND AWARD AMENDMENTS, TERMINATION AND SUSPENSION. 
 4.5.1 BOARD AUTHORIZATION. The Board may, at any time, terminate or, from time to time, amend, modify or suspend this Plan, in whole or in part. No
Awards may be granted during any suspension of this Plan or after termination of this Plan. Unless otherwise expressly provided in this Plan or in an applicable Award Agreement, any Award granted prior to the termination or suspension of this Plan
may extend beyond the date of such termination or suspension, and all authority of the Committee with respect to Awards hereunder, including the authority to amend an Award, will continue during any suspension of this Plan and in respect of Awards
outstanding upon or following the termination of this Plan. 
 4.5.2 STOCKHOLDER APPROVAL. This Plan and any amendment to this Plan shall be
subject to stockholder approval to the extent then required under Section 422 or 424 of the Code or any other applicable law, or deemed necessary or advisable by the Board. 
 4.5.3 AMENDMENTS TO AWARDS. Without limiting any other express authority of the Committee under but subject to the express limits of this Plan, the
Committee by resolution or otherwise may make changes to the terms and conditions of Awards and this Plan. 
 4.5.4 LIMITATIONS ON AMENDMENTS
TO PLAN AND AWARDS. The Board and the Committee may not, without the written consent of the Participant affected thereby, amend, terminate or suspend this Plan in any manner materially adverse to the Participant’s rights or benefits under an
outstanding Award or amend the Participant’s Award in any manner materially 
  

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 adverse to the Participant’s rights or benefits thereunder. Changes contemplated by Section 4.2 or
Section 4.5.5 do not and will not be deemed to constitute changes or amendments for purposes of this Section 4.5. 
 4.6 PRIVILEGES OF STOCK
OWNERSHIP. Except as otherwise expressly authorized by the Committee or this Plan or in the Award Agreement, a Participant will not be entitled to any privilege of stock ownership as to any shares of Common Stock not actually delivered to and held
of record by the Participant. No adjustment will be made for dividends or other rights as a stockholder for which a record date is prior to such date of delivery. 
 4.7 EFFECTIVE DATE OF THE PLAN. This Plan is effective upon the Effective Date, subject to approval by the stockholders of the Corporation within twelve months after the date the Board approves this Plan. 
 4.8 TERM OF THE PLAN. Unless earlier terminated by the Board, this Plan will terminate at the close of business on the day before the 10th anniversary of the Effective Date. 
 4.9 GOVERNING LAW/SEVERABILITY. 
 4.9.1 CHOICE OF LAW. This Plan, the Awards, all documents evidencing Awards and all other related
documents will be governed by, and construed in accordance with, the laws of the state of Delaware. 
 4.9.2 SEVERABILITY. If it is
determined that any provision of this Plan or an Award Agreement is invalid and unenforceable, the remaining provisions of this Plan and/or the Award Agreement, as applicable, will continue in effect provided that the essential economic terms of
this Plan and the Award can still be enforced. 
 4.10 CAPTIONS. Captions and headings are given to the sections and subsections of this Plan solely as a
convenience to facilitate reference. Such headings will not be deemed in any way material or relevant to the construction or interpretation of this Plan or any provision thereof. 
 4.11 NON-EXCLUSIVITY OF PLAN. Nothing in this Plan will limit or be deemed to limit the authority of the Board or the Committee to grant awards or authorize any other compensation, with or without reference to the
Common Stock, under any other plan or authority. 
 4.12 NO RESTRICTION ON CORPORATE POWERS. The existence of this Plan, the Award Agreements, and the Awards
granted hereunder, shall not limit, affect or restrict in any way the right or power of the Board or the stockholders of the Corporation to make or authorize: (a) any adjustment, recapitalization, reorganization or other change in the
Corporation’s or any Subsidiary’s capital structure or its business; (b) any merger, amalgamation, consolidation or change in the ownership of the Corporation or any Subsidiary; (c) any issue of bonds, debentures, capital,
preferred or prior preference stocks ahead of or affecting the Corporation’s capital stock or the rights thereof; (d) any dissolution or liquidation of the Corporation or any Subsidiary; (e) any sale or transfer of all or any part of
the Corporation or any Subsidiary’s assets or business; or (f) any other 
  

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 corporate act or proceeding by the Corporation or any Subsidiary. No Participant, Beneficiary or any other person shall
have any claim under any Award or Award Agreement against any member of the Board or the Committee, or the Corporation or any employees, officers or agents of the Corporation or any Subsidiary, as a result of any such action. 
 4.13 OTHER COMPANY COMPENSATION OR BENEFIT PROGRAMS . Payments and other benefits received by a Participant under an Award made pursuant to this Plan shall not be deemed
a part of a Participant’s compensation for purposes of the determination of benefits under any other employee welfare or benefit plans or arrangements, if any, provided by the Corporation or any Subsidiary, except where the Committee or the
Board expressly otherwise provides or authorizes in writing. Awards under this Plan may be made in addition to, in combination with, as alternatives to or in payment of grants, awards or commitments under any other plans or arrangements of the
Corporation or any Subsidiary. 
 5. DEFINITIONS. 
 “AWARD” means an award of any Option or Restricted Stock, or any combination thereof, whether alternative or cumulative, authorized by and granted under this Plan. 
 “AWARD AGREEMENT” means any writing, approved by the Committee, setting forth the terms of an Award that has been duly authorized and approved. 
 “AWARD DATE” means the date upon which the Committee took the action granting an Award or such later date as the Committee designates as the Award Date at the time of the grant of the Award. 
 “BENEFICIARY” means the person, persons, trust or trusts designated by a Participant, or, in the absence of a designation, entitled by will or the laws of
descent and distribution, to receive the benefits specified in the Award Agreement and under this Plan if the Participant dies, and means the Participant’s executor or administrator if no other Beneficiary is designated and able to act under
the circumstances. 
 “BOARD” means the Board of Directors of the Corporation. 
 “CAUSE” with respect to a Participant means (unless otherwise expressly provided in the applicable Award Agreement, or another applicable contract with the
Participant that defines such term for purposes of determining the effect that a “for cause” termination has on the Participant’s stock options and/or restricted stock awards) a termination of employment or service based upon a
finding by the Company, acting in good faith and based on its reasonable belief at the time, that the Participant: 
 (a) has been negligent
in the discharge of his or her duties to the Company, has refused to perform stated or assigned duties or is incompetent in or (other than by reason of a disability or analogous condition) incapable of performing those duties; or 
  

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 (b) has been dishonest or committed or engaged in an act of theft, embezzlement or fraud, a breach of
confidentiality, an unauthorized disclosure or use of inside information, customer lists, trade secrets or other confidential information; or 
 (c) has breached a fiduciary duty, or willfully and materially violated any other duty, law, rule, regulation or policy of the Company or an affiliate; or has been convicted of, or plead guilty or nolo contendere to, a felony or misdemeanor
(other than minor traffic violations or similar offenses); or 
 (d) has materially breached any of the provisions of any agreement with the
Company or an affiliated entity; or 
 (e) has engaged in unfair competition with, or otherwise acted intentionally in a manner injurious to
the reputation, business or assets of, the Company or an affiliate; or 
 (f) has improperly induced a vendor or customer to break or
terminate any contract with the Company or an affiliate or induced a principal for whom the Company or an affiliate acts as agent to terminate such agency relationship. 
 A termination for Cause shall be deemed to occur (subject to reinstatement upon a contrary final determination by the Committee) on the date on which the Company first delivers written notice to the Participant of a
finding of termination for Cause. 
 “CHANGE IN CONTROL EVENT” means any of the following: 
 (a) Approval by the Board and by stockholders of the Corporation (or, if no stockholder approval is required, by the Board alone) of the dissolution or
liquidation of the Corporation, other than in the context of a transaction that does not constitute a Change in Control Event under clause (b) below; 
 (b) Consummation of a merger, consolidation, or other reorganization, with or into, or the sale of all or substantially all of the Corporation’s business and/or assets as an entirety to, one or more entities that
are not Subsidiaries or other affiliates of the Company (a “BUSINESS COMBINATION”), unless (1) as a result of the Business Combination, more than 50% of the outstanding voting power generally in the election of directors of the
surviving or resulting entity or a parent thereof (the “SUCCESSOR ENTITY”) immediately after the reorganization are, or will be, owned, directly or indirectly, by holders of the Corporation’s voting securities immediately before the
Business Combination; and (2) no “PERSON” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), excluding the Successor Entity or an Excluded Person, beneficially owns, directly or indirectly, more than 50% of the
outstanding shares or the combined voting power of the outstanding voting securities of the Successor Entity, after giving effect to the Business Combination, except to the extent that such ownership existed prior to the Business Combination; or

 (c) Any “PERSON” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) other than an Excluded Person becomes
the beneficial owner (as defined in Rule 13d-3 under the 
  

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 Exchange Act), directly or indirectly, of securities of the Corporation representing more than 50% of the combined voting
power of the Corporation’s then outstanding securities entitled to then vote generally in the election of directors of the Corporation, other than as a result of (1) an acquisition directly from the Company, (2) an acquisition by the
Company, or (3) an acquisition by an entity pursuant to a transaction which is expressly excluded under clause (b) above. 
 “CODE” means
the Internal Revenue Code of 1986, as amended from time to time. 
 “COMMISSION” means the Securities and Exchange Commission. 
 “COMMITTEE” means the Board or one or more committees of director(s) appointed by the Board to administer all or certain aspects of this Plan, each committee
to be comprised solely of one or more directors or such greater number of directors as may be required under applicable law. 
 “COMMON STOCK”
means the shares of the Corporation’s Common Stock, $0.00001 par value, and such other securities or property as may become the subject of Awards, or become subject to Awards, pursuant to an adjustment made under Section 4.2 of this Plan.

 “COMPANY” means the Corporation and its Subsidiaries. 
 “CORPORATION” means Accent Optical Technologies, Inc., a Delaware corporation, and its successors. 
 “EFFECTIVE DATE” means the
date the Board approved this Plan. 
 “ELIGIBLE EMPLOYEE” means an officer (whether or not a director) or employee of the Company. 
 “ELIGIBLE PERSON” means an Eligible Employee, or any Other Eligible Person, designated by the Committee in its discretion. 
 “EXCHANGE ACT” means the Securities Exchange Act of 1934, as amended from time to time. 
 “EXCLUDED PERSON” means (a) any person described in and satisfying the conditions of Rule 13d-1(b)(1) under the Exchange Act, (b) the Company, (c) an employee benefit plan (or related trust)
sponsored or maintained by the Company or the Successor Entity, or (d) any person who is the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of more than 25% of the Common Stock on the Effective Date (or an affiliate,
successor, heir, descendant, or related party of or to such person). 
 “FAIR MARKET VALUE” on any date means: 
 (a) if the stock is listed or admitted to trade on a national securities exchange, the closing price of the stock on the Composite Tape, as published in
the Western Edition of The Wall Street Journal, of the principal national securities exchange on which the stock is so listed or 
  

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 admitted to trade, on such date, or, if there is no trading of the stock on such date, then the closing price of the
stock as quoted on such Composite Tape on the next preceding date on which there was trading in such shares; 
 (b) if the stock is not
listed or admitted to trade on a national securities exchange, the last/closing price for the stock on such date, as furnished by the National Association of Securities Dealers, Inc. (“NASD”) through the NASDAQ National Market Reporting
System or a similar organization if the NASD is no longer reporting such information; 
 (c) if the stock is not listed or admitted to trade
on a national securities exchange and is not reported on the National Market Reporting System, the mean between the bid and asked price for the stock on such date, as furnished by the NASD or a similar organization; or 
 (d) if the stock is not listed or admitted to trade on a national securities exchange, is not reported on the National Market Reporting System and if bid
and asked prices for the stock are not furnished by the NASD or a similar organization, the value as established by the Committee at such time for purposes of this Plan. 
 Any determination as to fair market value made pursuant to this Plan shall be determined without regard to any restriction other than a restriction which, by its terms, will never lapse, and shall be conclusive and
binding on all persons. 
 “INCENTIVE STOCK OPTION” means an Option that is designated and intended as an incentive stock option within the meaning
of Section 422 of the Code, the award of which contains such provisions (including but not limited to the receipt of stockholder approval of this Plan, if the award is made prior to such approval) and is made under such circumstances and to
such persons as may be necessary to comply with that section. 
 “NONQUALIFIED STOCK OPTION” means an Option that is not an incentive stock option
within the meaning of Section 442 of the code and includes an Option designated as a Nonqualified Stock Option and any Option intended as an Incentive Stock Option that fails to meet the applicable legal requirements thereof. 
 “OPTION” means an option to purchase Common Stock granted under this Plan. The Committee will designate any Option granted to an employee of the Corporation or
a Subsidiary as a Nonqualified Stock Option or an Incentive Stock Option. 
 “OTHER ELIGIBLE PERSON” means any director of, or any individual
consultant or advisor who renders or has rendered bona fide services (other than services in connection with the offering or sale of securities of the Company in a capital raising transaction or as a market maker or promoter of the Company’s
securities) to, the Company, and who is selected to participate in this Plan by the Committee. An advisor or consultant may be selected as an Other Eligible Person only if such person’s participation in this Plan would not adversely affect
(a) the Corporation’s eligibility to rely on the Rule 701 from registration under the Securities Act for the offering of shares issuable under this Plan by the Company, or (b) the Corporation’s compliance with any other
applicable laws. 
  

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 “PARTICIPANT” means an Eligible Person who has been granted and holds an Award under this Plan. 
 “PERSONAL REPRESENTATIVE” means the person or persons who, upon the disability or incompetence of a Participant, has acquired on behalf of the Participant, by
legal proceeding or otherwise, the power to exercise the rights or receive benefits under this Plan by virtue of having become the legal representative of the Participant. 
 “PLAN” means this Accent Optical Technologies, Inc. Stock Incentive Plan, as it may hereafter be amended from time to time. 
 “PUBLIC OFFERING DATE” means the date the Common Stock is first registered under the Exchange Act and listed or quoted on a recognized national securities exchange or in the NASDAQ National Market Quotation
System. 
 “RESTRICTED SHARES” or “RESTRICTED STOCK” means shares of Common Stock awarded to a Participant under this Plan, subject to
payment of such consideration and such conditions on vesting (which may include, among others, the passage of time, specified performance objectives or other factors) and such transfer and other restrictions as are established in or pursuant to this
Plan and the related Award Agreement, to the extent such remain unvested and restricted under the terms of the applicable Award Agreement. 
 “RETIREMENT” means retirement with the consent of the Company or, from active service as an employee or officer of the Company on or after attaining (a) age 55 with ten or more years of employment with the Company, or
(b) age 65. 
 “SECURITIES ACT” means the Securities Act of 1933, as amended from time to time. 
 “SEVERANCE DATE” means (a) in the case of an Award granted to an Eligible Employee, the date the Eligible Employee’s employment by the Company
terminates for any reason whatsoever, (b) in the case of an Award granted to an Other Eligible Person who is a director of the Corporation, the date the director ceases to be a director of the Corporation for any reason whatsoever, or
(c) in the case of any other Other Eligible Person, the date the person’s services to the Company terminate for any reason whatsoever. 
 “SUBSIDIARY” means any corporation or other entity a majority of whose outstanding voting stock or voting power is beneficially owned, directly or indirectly, by the Corporation. 
 “TOTAL DISABILITY” means a “total and permanent disability” within the meaning of Section 22(e)(3) of the Code and, with respect to Awards other
than Incentive Stock Options, such other disabilities, infirmities, afflictions, or conditions as the Committee may include. 
  

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