Exhibit 10.3

SPACE EXPLORATION TECHNOLOGIES CORP.

AMENDED & RESTATED 2015 EQUITY INCENTIVE PLAN

(Amended on April 20, 2021 and June 22, 2023)

ORIGINALLY ADOPTED BY THE BOARD OF DIRECTORS: March 4, 2015

AMENDED AND RESTATED: February 11, 2021

TERMINATION DATE: March 3, 2025

1.GENERAL.

(a)Status of 2012 Plan. The Plan was originally adopted by the Board effective as of

March 3, 2015 (the “Original Effective Date”) as a new equity incentive plan that was separate

from the Space Exploration Technologies Corp. 2012 Equity Incentive Plan (the “2012 Plan”).

The 2012 Plan has remained in effect on and after the Original Effective Date of this Plan, but no

new awards have been made under the 2012 Plan since this Plan was adopted. All stock awards

granted under the 2012 Plan are subject to the terms of the 2012 Plan, and not this Plan, except to

the extent expressly provided herein. Upon the Original Effective Date, 2,014,056 shares of

Class C Common Stock were added to this Plan’s Share Reserve (as further described in Section

3(a)) and were then immediately available for issuance pursuant to Equity Awards. Those shares

of Class C Common Stock were equivalent to the number of shares of Class A Common Stock

that, as of the Original Effective Date, were not subject to outstanding awards under the 2012

Plan and were therefore held in reserve under the 2012 Plan, but not being used .

(b)Returning Shares Under the 2012 Plan.

(i)From and after the Original Effective Date, all outstanding stock awards

granted under the 2012 Plan remained subject to the terms of the 2012 Plan, except as provided

in an Equity Award Agreement; provided, however, that for any shares that are subject to

outstanding stock awards granted under the 2012 Plan that (i) expire or terminate for any reason

prior to exercise or settlement; (ii) are forfeited because of the failure to meet a contingency or

condition required to vest such shares or are repurchased at the original issuance price; or (iii) are

reacquired, withheld (or not issued) to satisfy a tax withholding obligation in connection with an

award (the “Expired 2012 Plan Shares”), an equal number of shares of Class C Common Stock

(the “2012 Returning Shares”) will be immediately added to the Share Reserve (as further

described in Section 3(a)) as and when the shares of Class A Common Stock reserved for

issuance under the 2012 Plan become Expired 2012 Plan Shares, and the 2012 Returning Shares

will then become available for issuance as shares of Class C Common Stock pursuant to Equity

Awards granted under the Plan.

(ii)In addition, from and after the Original Effective Date, all outstanding

stock awards granted under the Space Exploration Technologies Corp. 2002 Stock Plan (the

“2002 Plan,” and together with the 2012 Plan, the “Prior Plans”) remained subject to the terms

of the 2002 Plan, except as provided in an Equity Award Agreement; provided, however, that for

any shares that are subject to outstanding stock awards granted under the 2002 Plan that (i)

expire or terminate for any reason prior to exercise or settlement; (ii) are forfeited because of the

failure to meet a contingency or condition required to vest such shares or are repurchased at the

original issuance price; or (iii) are reacquired, withheld (or not issued) to satisfy a tax

withholding obligation in connection with an award (the “Expired 2002 Plan Shares”), an equal

number of shares of Class C Common Stock (the “2002 Returning Shares,” and together with

the 2012 Returning Shares, the “Returning Shares”) will immediately be added to the Share

Reserve (as further described in Section 3(a)) as and when the shares of Class B Common Stock

reserved for issuance under the 2002 Plan become Expired 2002 Plan Shares, and the 2002

Returning Shares will then become available for issuance as Class C Common Stock pursuant to

Equity Awards granted under the Plan.

(c)Eligible Equity Award Recipients. The persons eligible to receive Equity

Awards are Employees, Directors and Consultants.

(d)Available Equity Awards. The Plan provides for the grant of the following

Equity Awards: (i) Incentive Stock Options; (ii) Nonstatutory Stock Options; (iii) Stock

Appreciation Rights; (iv) Restricted Stock Awards; (v) Restricted Stock Unit Awards; and (vi)

Other Equity Awards.

(e)Purpose. The Company, by means of the Plan, seeks to secure and retain the

services of the group of persons eligible to receive Equity Awards as set forth in Section 1(c), to

provide incentives for such persons to exert maximum efforts for the success of the Company

and any Affiliate, and to provide a means by which such eligible recipients may be given an

opportunity to benefit from increases in value of the Common Stock through the granting of

Equity Awards.

(f)Purpose of Amendment and Restatement. This amended and restated Plan is

being adopted by the Board as of February 11, 2021 (the “Amended and Restated Effective

Date”). The purpose of this amendment and restatement is to amend the Plan so that shares of

the Company’s Class B Common Stock may be issued pursuant to Equity Awards.

2.ADMINISTRATION.

(a)Administration by Board. The Board will administer the Plan unless and until

the Board delegates administration of the Plan to a Committee or Committees, as provided in

Section 2(c).

(b)Powers of Board. The Board will have the power, subject to, and within the

limitations of, the express provisions of the Plan:

(i)To determine from time to time (A) which of the persons eligible under

the Plan will be granted Equity Awards, (B) when and how each Equity Award will be granted,

each Equity Award granted (which need not be identical), including the time or times when a

person will be permitted to receive cash or Common Stock pursuant to an Equity Award, (E) the

number of shares of Common Stock with respect to which an Equity Award will be granted to

each such person, and (F) the Fair Market Value applicable to an Equity Award.

(ii)To construe and interpret the Plan and Equity Awards granted under it,

and to establish, amend and revoke rules and regulations for administration of the Plan. The

Board, in the exercise of this power, may correct any defect, omission or inconsistency in the

Plan or in any Equity Award Agreement, in a manner and to the extent it deems necessary or

expedient to make the Plan or Equity Award fully effective.

(iii)To settle all controversies regarding the Plan and Equity Awards granted

under it.

(iv)To accelerate the time at which an Equity Award may first be exercised or

the time during which an Equity Award or any part thereof will vest in accordance with the Plan,

notwithstanding the provisions in the Equity Award stating the time at which it may first be

exercised or the time during which it will vest.

(v)To suspend or terminate the Plan at any time. Suspension or termination

of the Plan will not impair rights and obligations under any Equity Award granted while the Plan

is in effect except with the written consent of the affected Participant, except as provided in

subsection (viii) below.

(vi)To amend the Plan in any respect the Board deems necessary or advisable,

including, without limitation, amendments relating to Incentive Stock Options and certain

nonqualified deferred compensation under Section 409A of the Code and/or to bring the Plan or

Equity Awards granted under the Plan into compliance therewith, subject to the limitations, if

any, of applicable law. However, except as provided in Section 9(a) relating to Capitalization

Adjustments, to the extent required by applicable law, stockholder approval will be required for

any amendment of the Plan that either (A) materially increases the number of shares of common

stock available for issuance under the Plan, (B) materially expands the class of individuals

eligible to receive Equity Awards under the Plan, (C) materially increases the benefits accruing

to Participants under the Plan or materially reduces the price at which shares of common stock

may be issued or purchased under the Plan, (D) materially extends the term of the Plan, or

(E) expands the types of Equity Awards available for issuance under the Plan. Except as

provided above, rights under any Equity Award granted before amendment of the Plan will not

be impaired by any amendment of the Plan unless (1) the Company requests the consent of the

affected Participant, and (2) such Participant consents in writing.

(vii)To submit any amendment to the Plan for stockholder approval, including,

but not limited to, amendments to the Plan intended to satisfy the requirements of Section 422 of

the Code regarding Incentive Stock Options.

(viii)To approve forms of Equity Award Agreements for use under the Plan and

to amend the terms of any one or more Equity Awards, including, but not limited to,

amendments to provide terms more favorable to the Participant than previously provided in the

Equity Award Agreement, subject to any specified limits in the Plan that are not subject to Board

discretion; provided, however, that except with respect to amendments that disqualify or impair

the status of an Incentive Stock Option, a Participant’s rights under any Equity Award will not be

impaired by any such amendment unless (A) the Company requests the consent of the affected

Participant, and (B) such Participant consents in writing. Notwithstanding the foregoing, (1) a

Participant’s rights will not be deemed to have been impaired by any such amendment if the

Board, in its sole discretion, determines that the amendment, taken as a whole, does not

materially impair the Participant’s rights; and (2) subject to the limitations of applicable law, if

any, the Board may amend the terms of any one or more Equity Awards without the affected

Participant’s consent (A) to maintain the qualified status of the Equity Award as an Incentive

Stock Option under Section 422 of the Code; (B) to change the terms of an Incentive Stock

Option, if such change results in impairment of the Equity Award solely because it impairs the

qualified status of the Equity Award as an Incentive Stock Option under Section 422 of the

Code; (C) to clarify the manner of exemption from, or to bring the Equity Award into

compliance with, Section 409A of the Code; or (D) to comply with other applicable laws.

(ix)Generally, to exercise such powers and to perform such acts as the Board

deems necessary or expedient to promote the best interests of the Company and that are not in

conflict with the provisions of the Plan or Equity Awards.

(x)To adopt such procedures and sub-plans as are necessary or appropriate to

permit participation in the Plan by Employees, Directors or Consultants who are foreign

nationals or employed outside the United States (provided that Board approval will not be

necessary for immaterial modifications to the Plan or any Equity Award Agreement that are

required for compliance with the laws of the relevant foreign jurisdiction).

(xi)To effect, at any time and from time to time, with the consent of any

adversely affected Participant, (A) the reduction of the exercise price, purchase price or strike

price of any outstanding Equity Award under the Plan, (B) the cancellation of any outstanding

Equity Award under the Plan and the grant in substitution therefore of (1) a new Option or SAR,

(2) a Restricted Stock Award, (3) a Restricted Stock Unit Award, (4) Other Equity Award, (5)

cash and/or (6) other valuable consideration (as determined by the Board, in its sole discretion),

with any such substituted award (x) covering the same or a different number of shares of

Common Stock as the cancelled Equity Award and (y) granted under the Plan or another equity

or compensatory plan of the Company; or (C) any other action that is treated as a repricing under

generally accepted accounting principles.

(c)Delegation to Committee. The Board may delegate some or all of the

administration of the Plan to a Committee or Committees. If administration of the Plan is

delegated to a Committee, the Committee will have, in connection with the administration of the

Plan, the powers theretofore possessed by the Board that have been delegated to the Committee,

including the power to delegate to a subcommittee of the Committee any of the administrative

powers the Committee is authorized to exercise (and references in this Plan to the Board will

thereafter be to the Committee or subcommittee), subject, however, to such resolutions, not

inconsistent with the provisions of the Plan, as may be adopted from time to time by the Board.

The Committee may, at any time, abolish the subcommittee and/or revest in the Committee any

powers delegated to the subcommittee. The Board may retain the authority to concurrently

administer the Plan with the Committee and may, at any time, revest in the Board some or all of

the powers previously delegated.

(d)Delegation to an Officer. The Board may delegate to one or more Officers of the

Company the authority to do one or both of the following: (i) designate Officers and Employees

of the Company or any of its Subsidiaries to be recipients of Options and SARs (and, to the

extent permitted by applicable law, other Equity Awards) and the terms thereof, and (ii)

determine the number of shares of common stock to be subject to such Equity Awards granted to

such Officers and Employees; provided, however, that the Board resolutions regarding such

delegation will specify the total number of shares of common stock that may be subject to the

Equity Awards granted by such Officer and that such Officer may not grant an Equity Award to

himself or herself. Notwithstanding the foregoing, the Board may not delegate authority to an

Officer to determine the Fair Market Value pursuant to Section 13(y) below.

(e)Effect of Board’s Decision. All determinations, interpretations and constructions

made by the Board in good faith will not be subject to review by any person and will be final,

binding and conclusive on all persons.

3.SHARES SUBJECT TO THE PLAN.

(a)Share Reserve.

(i)As of the Original Effective Date, the aggregate number of shares of Class

C Common Stock that were available to be issued pursuant to Equity Awards from and after the

Original Effective Date was a maximum of 24,885,967 shares (the “Class C Share Reserve”),

provided, however, that 22,871,911 of the shares of Class C Common Stock subject to this

reserve (“Contingent Shares”) were not immediately available for Equity Awards. As of July 22,

2015, an additional 7,500,000 shares of Class C Common Stock were added to the Class C Share

Reserve, bringing the aggregate number of shares of Class C Common Stock that may be issued

to 32,385,967. On July 12,2017, the Class C Share Reserved was reduced by 1,000,000 shares,

bringing the aggregate number of shares of Class C Common Stock that may be issued to

31,385,967, As of the Amended and Restated Effective Date, the Class C Share Reserve was

reduced by 7,000,000 shares of Class C Common stock (as described below), bringing the

aggregate number of shares in the Class C Share Reserve to 24,385,967. As of April 20, 2021,

an additional 5,000,000 shares of Class C Common Stock were added to the Class C Share

Reserve, bringing the aggregate number of shares of Class C Common Stock that may be issued

to 29,385,967. On June 22, 2023, the Class C Share Reserve was reduced by 1,000,000 shares,

bringing the aggregate number of shares of Class C Common Stock that may be issued to

28,385,967. Since the Original Effective Date (and continuing through the Amended and

Restated Effective Date), the Contingent Shares have become available for Equity Awards under

this Plan at the same time, and in the same number, as shares subject to stock awards under the

Prior Plans have been returned to the share reserves under the Prior Plans, and have then become

available for future Equity Awards (i.e., when options under the Prior Plans are cancelled or

terminate without being exercised for failure to meet a vesting contingency). For example, if a

stock option under the 2012 Plan that is outstanding at the Original Effective Date covers 1,000

shares of Class A Common Stock, and that option is subsequently forfeited without being

exercised, then, at the time the option is forfeited and terminates, 1,000 shares of Class C

Common Stock have then become available for Equity Awards under this Plan. If instead that

same stock option is exercised in full under the 2012 Plan, then the 1,000 shares of Class C

Common Stock to which that option relates will never become available under this Plan. As of

the Amended and Restated Effective Date and taking into account the an additional 5,000,000

shares of Class C Common Stock added to the Class C Share Reserve on April 20, 2021, the

number of shares of Class C Common Stock currently set aside and being held in reserve under

the Class C Share Reserve is 11,021,083 shares, consisting of: (i) 4,895,535 shares that are

subject to outstanding Equity Awards (but which have not yet been issued), and (ii) 6,125,548

shares that are currently available for future Equity Awards (but which are not currently subject

to an outstanding Equity Award) (this subsection (ii) is referred to as the “Current Available

Class C Share Reserve”). Additionally, as April 20, 2021, there are 617,045 Contingent Shares

(shares of Class C Common Stock that may become available for future Equity Awards if, as and

when shares of Class A Common Stock subject to outstanding equity awards under the Prior

Plans revert back to those Prior Plans in the future, as described above).

(ii)As of the Amended and Restated Effective Date, the aggregate number of

shares of Class B Common Stock that are available to be issued pursuant to Equity Awards from

and after the Amended and Restated Effective Date is 7,000,000 shares (the “Class B Share

Reserve” and together with the Class C Share Reserve, the “Share Reserve”). As of April 20,

2021, the number of shares of Class B Common Stock that are currently available for future

Equity Awards (but which are not currently subject to an outstanding Equity Award) is 0. As of

April 20, 2021, after taking into account the additional 5,000,000 shares of Class C Common

Stock added to the Class C Share Reserve on April 20, 2021, the Current Available Class C

Share Reserve will be 6,125,548 shares. For clarity, the number of shares of Class C Common

Stock available for future Equity Awards will continue to increase as Contingent Shares are

available for Equity Awards in the future..

(iii)For clarity, the Share Reserve in this Section 3(a) is a limitation on the

number of shares of Common Stock that may be issued pursuant to the Plan. Accordingly, this

Section 3(a) does not limit the granting of Equity Awards except as provided in Section 7(a).

(b)Reversion of Shares to the Share Reserve. If any shares of Common Stock

issued pursuant to an Equity Award are forfeited back to or repurchased by the Company

because of the failure to meet a contingency or condition required to vest such shares in the

Participant, then the shares that are forfeited or repurchased will revert to and again become

available for issuance under the Plan as Class B Common Stock or Class C Common Stock, as

applicable. Also, any shares reacquired by the Company pursuant to Section 8(h) or as

consideration for the exercise of an Option will again become available for issuance under the

Plan as Class B Common Stock or Class C Common Stock, as applicable.

(c)Incentive Stock Option Limit. Notwithstanding anything to the contrary in this

Section 3 and subject to the provisions of Section 9(a) relating to Capitalization Adjustments, the

aggregate maximum number of shares of common stock that may be issued pursuant to the

exercise of Incentive Stock Options will be 28,385,967 shares of Class C Common Stock.

(d)Source of Shares. The stock issuable under the Plan will be shares of authorized

but unissued or reacquired Common Stock, including shares repurchased by the Company on the

open market or otherwise.

4.ELIGIBILITY.

(a)Eligibility for Specific Equity Awards. Incentive Stock Options may be granted

only to employees of the Company or a “parent corporation” or “subsidiary corporation” thereof

(as such terms are defined in Sections 424(e) and 424(f) of the Code). Equity Awards other than

Incentive Stock Options may be granted to Employees, Directors and Consultants; provided,

however, that Equity Awards may not be granted to Employees, Directors and Consultants who

are providing Continuous Service only to any “parent” of the Company, as such term is defined

in Rule 405, unless the stock underlying such Equity Awards is treated as “service recipient

stock” under Section 409A of the Code because the Equity Awards are granted pursuant to a

corporate transaction (such as a spin off transaction) or unless such Equity Awards comply with

the distribution requirements of Section 409A of the Code.

(b)Ten Percent Stockholders. A Ten Percent Stockholder will not be granted an

Incentive Stock Option unless the exercise price of such Option is at least 110% of the Fair

Market Value on the date of grant and the Option is not exercisable after the expiration of five

years from the date of grant.

(c)Consultants. A Consultant will not be eligible for the grant of an Equity Award

if, at the time of grant, either the offer or sale of the Company’s securities to such Consultant is

not exempt under Rule 701 because of the nature of the services that the Consultant is providing

to the Company, because the Consultant is not a natural person, or because of any other

provision of Rule 701, unless the Company determines that such grant need not comply with the

requirements of Rule 701 and will satisfy another exemption under the Securities Act as well as

comply with the securities laws of all other relevant jurisdictions.

5.PROVISIONS RELATING TO OPTIONS AND STOCK APPRECIATION RIGHTS.

Each Option or SAR will be in such form and will contain such terms and conditions as

the Board deems appropriate. All Options will be separately designated Incentive Stock Options

or Nonstatutory Stock Options at the time of grant, and, if certificates are issued, a separate

certificate or certificates will be issued for shares of Common Stock purchased on exercise of

each type of Option. If an Option is not specifically designated as an Incentive Stock Option,

then the Option will be a Nonstatutory Stock Option. The provisions of separate Options or

SARs need not be identical; provided, however, that each Option Agreement or Stock

Appreciation Right Agreement will conform to (through incorporation of provisions hereof by

reference in the applicable Equity Award Agreement or otherwise) the substance of each of the

following provisions:

(a)Term. Subject to the provisions of Section 4(b) regarding Ten Percent

Stockholders, no Option or SAR will be exercisable after the expiration of ten years from the

date of its grant or such shorter period specified in the Equity Award Agreement.

(b)Exercise Price. Subject to the provisions of Section 4(b) regarding Incentive

Stock Options granted to Ten Percent Stockholders, the exercise price (or strike price) of each

Option or SAR will be not less than 100% of the Fair Market Value of the Common Stock

subject to the Option or SAR on the date the Option or SAR is granted. Notwithstanding the

foregoing, an Option or SAR may be granted with an exercise price (or strike price) lower than

100% of the Fair Market Value of the Common Stock subject to the Option or SAR if such

Option or SAR is granted pursuant to an assumption of or substitution for another option or stock

appreciation right pursuant to a Corporate Transaction and in a manner consistent with the

provisions of Sections 409A and 424(a) of the Code (whether or not such stock awards are

Incentive Stock Options). Each SAR will be denominated in shares of Common Stock

equivalents.

(c)Purchase Price for Options. The purchase price of the Common Stock acquired

pursuant to the exercise of an Option will be paid, to the extent permitted by applicable law and

as determined by the Board in its sole discretion, by any combination of the methods of payment

set forth below. The Board will have the authority to grant Options that do not permit all of the

following methods of payment (or otherwise restrict the ability to use certain methods) and to

grant Options that require the consent of the Company to utilize a particular method of payment.

The permitted methods of payment are as follows:

(i)by cash, check, bank draft or money order payable to the Company;

(ii)pursuant to a program developed under Regulation T as promulgated by

the Federal Reserve Board that, prior to the issuance of the stock subject to the Option, results in

either the receipt of cash (or check) by the Company or the receipt of irrevocable instructions to

pay the aggregate exercise price to the Company from the sales proceeds;

(iii)by delivery to the Company (either by actual delivery or attestation) of

shares of Common Stock issuable under the Option;

(iv)if the Option is a Nonstatutory Stock Option, by a “net exercise”

arrangement pursuant to which the Company will reduce the number of shares of Common Stock

issued upon exercise by the largest whole number of shares with a Fair Market Value that does

not exceed the aggregate exercise price; provided, however, that the Company will accept a cash

or other payment from the Participant to the extent of any remaining balance of the aggregate

exercise price not satisfied by such reduction in the number of whole shares to be issued;

provided further, that shares of Common Stock will no longer be outstanding under an Option

and will not be exercisable thereafter to the extent that (A) shares are used to pay the exercise

price pursuant to the “net exercise,” (B) shares are delivered to the Participant as a result of such

exercise, and (C) shares are withheld to satisfy tax withholding obligations;

(v)according to a deferred payment or similar arrangement with the

Optionholder; provided, however, that interest will compound at least annually and will be

charged at the minimum rate of interest necessary to avoid (A) the imputation of interest income

to the Company and compensation income to the Optionholder under any applicable provisions

of the Code, and (B) the classification of the Option as a liability for financial accounting

purposes; or

(vi)in any other form of legal consideration that may be acceptable to the Board.

(d)Exercise and Payment of a SAR. To exercise any outstanding SAR, the

Participant must provide written notice of exercise to the Company in compliance with the

provisions of the Stock Appreciation Right Agreement evidencing such SAR. The appreciation

distribution payable on the exercise of a SAR will be not greater than an amount equal to the

excess of (A) the aggregate Fair Market Value (on the date of the exercise of the SAR) of a

number of shares of Common Stock equal to the number of Common Stock equivalents in which

the Participant is vested under such SAR, and with respect to which the Participant is exercising

the SAR on such date, over (B) the strike price that will be determined by the Board at the time

of grant of the SAR. The appreciation distribution in respect to a SAR may be paid in common

stock, in cash, in any combination of the two or in any other form of consideration, as

determined by the Board and contained in the Stock Appreciation Right Agreement evidencing

such SAR.

(e)Transferability of Options and SARs. Except as set forth in this Section 5(e) or

as otherwise determined by the Board under terms that are not prohibited by applicable tax and

securities laws, Options and SARs will not be transferable. The Board may, in its sole

discretion, impose additional limitations on the transferability of Options and SARs in the

applicable Equity Award Agreement.

(i)Restrictions on Transfer. An Option or SAR will not be transferable

except by will or by the laws of descent and distribution (and pursuant to subsections (ii) and (iii)

below) and will be exercisable during the lifetime of the Participant only by the Participant;

provided, however, that the Board may, in its sole discretion, permit transfer of the Option or

SAR and in a manner that is not prohibited by applicable tax and securities laws (including but

not limited to Rule 701) upon the Participant’s request. Except as explicitly provided herein,

neither an Option nor a SAR may be transferred for consideration.

(ii)Domestic Relations Orders. Upon receiving written permission from the

Board or its duly authorized designee, an Option or SAR may be transferred pursuant to a

domestic relations order; provided, however, that if an Option is an Incentive Stock Option, such

Option may be deemed to be a Nonstatutory Stock Option as a result of such transfer.

(iii)Beneficiary Designation. Upon receiving written permission from the

Board or its duly authorized designee, the Participant may, by delivering written notice to the

Company, in a form provided by or otherwise satisfactory to the Company, designate a third

party who, in the event of the death of the Participant, will thereafter be the beneficiary of the

Option or SAR with the right to exercise the Option or SAR and receive the Common Stock or

other consideration resulting from such exercise. In the absence of such a designation, the

executor or administrator of the Participant’s estate will be entitled to exercise the Option or

SAR and receive the Common Stock, or other consideration resulting from such exercise.

However, the Company may prohibit designation of a beneficiary at any time, including due to

any conclusion by the Company that such designation would be inconsistent with the provisions

of applicable laws.

(f)Vesting Generally. The total number of shares of Common Stock subject to an

Option or SAR may vest and therefore become exercisable in periodic installments that may or

may not be equal. The Option or SAR may be subject to such other terms and conditions on the

time or times when it may or may not be exercised (which may be based on the satisfaction of

performance goals or other criteria) as the Board may deem appropriate. The vesting provisions

of individual Options or SARs may vary. The provisions of this Section 5(f) are subject to any

Option or SAR provisions governing the minimum number of shares of Common Stock as to

which an Option or SAR may be exercised.

(g)Termination of Continuous Service. Except as otherwise provided in the

applicable Equity Award Agreement or other agreement between the Participant and the

Company, in the event that a Participant’s Continuous Service terminates (other than for Cause

or upon the Participant’s death or Disability), the Participant may exercise his or her Option or

SAR (to the extent that the Participant was entitled to exercise such Equity Award as of the date

of termination of Continuous Service) but only within such period of time ending on the earlier

of (i) the date sixty (60) days following the termination of the Participant’s Continuous Service

(or such longer or shorter period specified in the applicable Equity Award Agreement, which

period will not be less than 30 days if necessary to comply with applicable laws unless such

termination is for Cause) or (ii) the expiration of the term of the Option or SAR as set forth in the

Equity Award Agreement. If, after termination of Continuous Service, the Participant does not

exercise his or her Option or SAR within the time specified herein or in the Equity Award

Agreement (as applicable), the Option or SAR will terminate.

(h)Extension of Termination Date. Except as otherwise provided in the applicable

Equity Award Agreement or other agreement between the Participant and the Company, if the

exercise of the Option or SAR following the termination of the Participant’s Continuous Service

(other than for Cause or upon the Participant’s death or Disability) would be prohibited at any

time solely because the issuance of shares of Common Stock would violate the registration

requirements under the Securities Act, then the Option or SAR will terminate on the earlier of

(i) the expiration of a total period of sixty (60) days (that need not be consecutive) after the

termination of the Participant’s Continuous Service during which the exercise of the Option or

SAR would not be in violation of such registration requirements, or (ii) the expiration of the term

of the Option or SAR as set forth in the applicable Equity Award Agreement. In addition, unless

otherwise provided in a Participant’s Equity Award Agreement, if the immediate sale of any

Common Stock received upon exercise of an Option or SAR following the termination of the

Participant’s Continuous Service (other than for Cause) would violate the Company’s insider

trading policy, then the Option or SAR will terminate on the earlier of (i) the expiration of a

period equal to the applicable post-termination exercise period after the termination of the

Participant’s Continuous Service during which the sale of Common Stock received upon exercise

of the Option or SAR would not be in-violation of the Company’s insider trading policy, or

(ii) the expiration of the term of the Option or SAR as set forth in the applicable Equity Award

Agreement.

(i)Disability of Participant. Except as otherwise provided in the applicable Equity

Award Agreement or other agreement between the Participant and the Company, in the event

that a Participant’s Continuous Service terminates as a result of the Participant’s Disability, the

Participant may exercise his or her Option or SAR (to the extent that the Participant was entitled

to exercise such Option or SAR as of the date of termination of Continuous Service), but only

within such period of time ending on the earlier of (i) the date 12 months following such

termination of Continuous Service (or such longer or shorter period specified in the Equity

Award Agreement, which period will not be less than six months if necessary to comply with

applicable laws), or (ii) the expiration of the term of the Option or SAR as set forth in the Equity

Award Agreement. If, after termination of Continuous Service, the Participant does not exercise

his or her Option or SAR within the time specified herein or in the Equity Award Agreement (as

applicable), the Option or SAR will terminate.

(j)Death of Participant. Except as otherwise provided in the applicable Equity

Award Agreement or other agreement between the Participant and the Company, in the event

that (i) a Participant’s Continuous Service terminates as a result of the Participant’s death, or

(ii) the Participant dies within the period (if any) specified in the Equity Award Agreement after

the termination of the Participant’s Continuous Service for a reason other than death, then the

Option or SAR may be exercised (to the extent the Participant was entitled to exercise such

Option or SAR as of the date of death) by the Participant’s estate or by a person who acquired

the right to exercise the Option or SAR by bequest or inheritance or by a person designated to

exercise the Option or SAR upon the Participant’s death, but only within the period ending on

the earlier of (i) the date 12 months following the date of death (or such longer or shorter period

specified in the Equity Award Agreement, which period will not be less than six months if

necessary to comply with applicable laws), or (ii) the expiration of the term of such Option or

SAR as set forth in the Equity Award Agreement. If, after the Participant’s death, the Option or

SAR is not exercised within the time specified herein or in the Equity Award Agreement (as

applicable), the Option or SAR will terminate.

(k)Termination for Cause. Except as explicitly provided otherwise in a

Participant’s Equity Award Agreement, if a Participant’s Continuous Service is terminated for

Cause, the Option or SAR will terminate upon the termination date of such Participant’s

Continuous Service, and the Participant will be prohibited from exercising his or her Option or

SAR from and after the time of such termination of Continuous Service.

(l)Non-Exempt Employees. No Option or SAR granted to an Employee who is a

non-exempt employee for purposes of the Fair Labor Standards Act of 1938, as amended, will be

first exercisable for any shares of Common Stock until at least six months following the date of

grant of the Option or SAR. Notwithstanding the foregoing, consistent with the provisions of the

Worker Economic Opportunity Act, (i) in the event of the Participant’s death or Disability,

(ii) upon a Corporate Transaction in which such Option or SAR is not assumed, continued or

substituted, (iii) upon a Change in Control in which the vesting of such Options or SARs

accelerates, or (iv) upon the Participant’s retirement (as such term is defined for purposes of the

Fair Labor Standards Act of 1938), the vested portion of any Options and SARs may be

exercised earlier than six months following the date of grant. The foregoing provision is

intended to operate so that any income derived by a non-exempt employee in connection with the

exercise or vesting of an Option or SAR will be exempt from his or her regular rate of pay.

(m)Early Exercise of Options. An Option may, but need not, include a provision

whereby the Optionholder may elect at any time before the Optionholder’s Continuous Service

terminates to exercise the Option as to any part or all of the shares of Common Stock subject to

the Option prior to the full vesting of the Option. Subject to the “Repurchase Limitation” in

Section 8(l), any unvested shares of Common Stock so purchased may be subject to a repurchase

right in favor of the Company or to any other restriction the Board determines to be appropriate.

Provided that the “Repurchase Limitation” in Section 8(l) is not violated, the Company will not

be required to exercise its repurchase right until at least six months (or such longer or shorter

period of time required to avoid classification of the Option as a liability for financial accounting

purposes) have elapsed following exercise of the Option unless the Board otherwise specifically

provides in the Option Agreement.

(n)Right of Repurchase. Subject to the “Repurchase Limitation” in Section 8(l), an

Option or SAR may include a provision whereby the Company may elect to repurchase all or any

part of the vested shares of Common Stock acquired by the Participant pursuant to the exercise

of the Option or SAR.

(o)Right of First Refusal. An Option or SAR may include a provision whereby the

Company may elect to exercise a right of first refusal following receipt of notice from the

Participant of the intent to transfer all or any part of the shares of Common Stock received upon

the exercise of the Option or SAR. Such right of first refusal will be subject to the “Repurchase

Limitation” in Section 8(l). Except as expressly provided in this Section 5(o) or in the Equity

Award Agreement, such right of first refusal will otherwise comply with any applicable

provisions of the bylaws of the Company.

6.PROVISIONS OF EQUITY AWARDS OTHER THAN OPTIONS AND SARS.

(a)Restricted Stock Awards. Each Restricted Stock Award Agreement will be in

such form and will contain such terms and conditions as the Board will deem appropriate. To the

extent consistent with the Company’s bylaws, at the Board’s election, shares of Common Stock

may be (A) held in book entry form subject to the Company’s instructions until any restrictions

relating to the Restricted Stock Award lapse, or (B) evidenced by a certificate, which certificate

will be held in such form and manner as determined by the Board. The terms and conditions of

Restricted Stock Award Agreements may change from time to time, and the terms and conditions

of separate Restricted Stock Award Agreements need not be identical; provided, however, that

each Restricted Stock Award Agreement will conform to (through incorporation of the

provisions hereof by reference in the agreement or otherwise) the substance of each of the

following provisions:

(i)Consideration. A Restricted Stock Award may be awarded in

consideration for (A) cash or cash equivalents, (B) past or future services actually or to be

rendered to the Company or an Affiliate, or (C) any other form of legal consideration that may be

acceptable to the Board in its sole discretion and permissible under applicable law.

(ii)Vesting. Subject to the “Repurchase Limitation” in Section 8(l), shares of

Common Stock awarded under the Restricted Stock Award Agreement may be subject to

forfeiture to the Company in accordance with a vesting schedule to be determined by the Board.

(iii)Termination of Participant’s Continuous Service. If a Participant’s

Continuous Service terminates, the Company may receive through a forfeiture condition or a

repurchase right, any or all of the shares of Common Stock held by the Participant that have not

vested as of the date of termination of Continuous Service under the terms of the Restricted

Stock Award Agreement.

(iv)Transferability. Rights to acquire shares of Common Stock under the

Restricted Stock Award Agreement will be transferable by the Participant only upon such terms

and conditions as are set forth in the Restricted Stock Award Agreement, as the Board will

determine in its sole discretion, so long as Common Stock awarded under the Restricted Stock

Award Agreement remains subject to the terms of the Restricted Stock Award Agreement.

(v)Dividends. A Restricted Stock Award Agreement may provide that any

dividends paid on Restricted Stock will be subject to the same vesting and forfeiture restrictions

as apply to the shares subject to the Restricted Stock Award to which they relate.

(b)Restricted Stock Unit Awards. Each Restricted Stock Unit Award Agreement

will be in such form and will contain such terms and conditions as the Board deems appropriate.

The terms and conditions of Restricted Stock Unit Award Agreements may change from time to

time, and the terms and conditions of separate Restricted Stock Unit Award Agreements need not

be identical, provided, however, that each Restricted Stock Unit Award Agreement will conform

to (through incorporation of the provisions hereof by reference in the Agreement or otherwise)

the substance of each of the following provisions:

(i)Consideration. At the time of grant of a Restricted Stock Unit Award,

the Board will determine the consideration, if any, to be paid by the Participant upon delivery of

each share of Common Stock subject to the Restricted Stock Unit Award. The consideration to

be paid (if any) by the Participant for each share of Common Stock subject to a Restricted Stock

Unit Award may be paid in any form of legal consideration that may be acceptable to the Board

in its sole discretion and permissible under applicable law.

(ii)Vesting. At the time of the grant of a Restricted Stock Unit Award, the

Board may impose such restrictions or conditions to the vesting of the Restricted Stock Unit

Award as it, in its sole discretion, deems appropriate.

(iii)Payment. A Restricted Stock Unit Award may be settled by the delivery

of shares of Common Stock, their cash equivalent, any combination thereof or in any other form

of consideration, as determined by the Board and contained in the Restricted Stock Unit Award

Agreement.

(iv)Additional Restrictions. At the time of the grant of a Restricted Stock

Unit Award, the Board, as it deems appropriate, may impose such restrictions or conditions that

delay the delivery of the shares of Common Stock (or their cash equivalent) subject to a

Restricted Stock Unit Award to a time after the vesting of such Restricted Stock Unit Award.

(v)Dividend Equivalents. Dividend equivalents may be credited in respect

of shares of Common Stock covered by a Restricted Stock Unit Award, as determined by the

Board and contained in the Restricted Stock Unit Award Agreement. At the sole discretion of

the Board, such dividend equivalents may be converted into additional shares of Common Stock

covered by the Restricted Stock Unit Award in such manner as determined by the Board. Any

additional shares covered by the Restricted Stock Unit Award credited by reason of such

dividend equivalents will be subject to all the terms and conditions of the underlying Restricted

Stock Unit Award Agreement to which they relate.

(vi)Termination of Participant’s Continuous Service. Except as otherwise

provided in the applicable Restricted Stock Unit Award Agreement, such portion of the

Restricted Stock Unit Award that has not vested will be forfeited upon the Participant’s

termination of Continuous Service.

(vii)Compliance with Section 409A of the Code. Notwithstanding anything

to the contrary set forth herein, any Restricted Stock Unit Award granted under the Plan that is

not exempt from the requirements of Section 409A of the Code will contain such provisions so

that such Restricted Stock Unit Award will comply with the requirements of Section 409A of the

Code. Such restrictions, if any, will be determined by the Board and contained in the Restricted

Stock Unit Award Agreement evidencing such Restricted Stock Unit Award. For example, such

restrictions may include, without limitation, a requirement that any Common Stock that is to be

issued in a year following the year in which the Restricted Stock Unit Award vests must be

issued in accordance with a fixed pre-determined schedule.

(c)Other Equity Awards. Other forms of Equity Awards valued in whole or in part

by reference to, or otherwise based on, Common Stock, including the appreciation in value

thereof (e.g., options or stock rights with an exercise price or strike price less than 100% of the

Fair Market Value of the Common Stock at the time of grant) may be granted either alone or in

addition to Equity Awards provided for under Section 5 and the preceding provisions of this

Section 6. Subject to the provisions of the Plan, the Board will have sole and complete authority

to determine the persons to whom and the time or times at which such Other Equity Awards will

be granted, the number of shares of Common Stock (or the cash equivalent thereof) to be granted

pursuant to such Other Equity Awards and all other terms and conditions of such Other Equity

Awards.

7.COVENANTS OF THE COMPANY.

(a)Availability of Shares. During the terms of the Equity Awards, the Company

will keep available at all times the number of shares of Common Stock reasonably required to

satisfy such Equity Awards.

(b)Securities Law Compliance. The Company will seek to obtain from each

regulatory commission or agency having jurisdiction over the Plan such authority as may be

required to grant Equity Awards and to issue and sell shares of Common Stock upon exercise of

the Equity Awards; provided, however, that this undertaking will not require the Company to

issuable pursuant to any such Equity Award. If, after reasonable efforts, the Company is unable

to obtain from any such regulatory commission or agency the authority that counsel for the

Company deems necessary for the lawful issuance and sale of Common Stock under the Plan, the

Company will be relieved from any liability for failure to issue and sell Common Stock upon

exercise of such Equity Awards unless and until such authority is obtained. A Participant will

not be eligible for the grant of an Equity Award or the subsequent issuance of Common Stock

pursuant to the Equity Award if such grant or issuance would be in violation of any applicable

securities law.

(c)No Obligation to Notify or Minimize Taxes. The Company will have no duty

or obligation to any Participant to advise such holder as to the time or manner of exercising such

Equity Award. Furthermore, the Company will have no duty or obligation to warn or otherwise

advise such holder of a pending termination or expiration of an Equity Award or a possible

period in which the Equity Award may not be exercised. The Company has no duty or

obligation to minimize the tax consequences of an Equity Award to the holder of such Equity

Award.

8.MISCELLANEOUS.

(a)Use of Proceeds from Sales of Common Stock. Proceeds from the sale of

shares of Common Stock pursuant to Equity Awards will constitute general funds of the

Company.

(b)Corporate Action Constituting Grant of Equity Awards. Corporate action

constituting a grant by the Company of an Equity Award to any Participant will be deemed

completed as of the date of such corporate action, unless otherwise determined by the Board,

regardless of when the instrument, certificate, or letter evidencing the Equity Award is

communicated to, or actually received or accepted by, the Participant. In the event that the

corporate records (e.g., Board consents, resolutions or minutes) documenting the corporate action

constituting the grant contain terms (e.g., exercise price, vesting schedule or number of shares)

that are inconsistent with those in the Equity Award Agreement as a result of a clerical error in

the papering of the Equity Award Agreement, the corporate records will control and the

Participant will have no legally binding right to the incorrect term in the Equity Award

Agreement.

(c)Stockholder Rights. No Participant will be deemed to be the holder of, or to

have any of the rights of a holder with respect to, any shares of Common Stock subject to such

Equity Award unless and until (i) such Participant has satisfied all requirements for the exercise

of the Equity Award, or the issuance of shares thereunder, pursuant to its terms, and (ii) the

issuance of the Common Stock pursuant to the Equity Award has been entered into the books

and records of the Company.

(d)No Employment or Other Service Rights. Nothing in the Plan, any Equity

Award Agreement or any other instrument executed thereunder or in connection with any Equity

Award granted pursuant thereto will confer upon any Participant any right to continue to serve

the Company or an Affiliate in the capacity in effect at the time the Equity Award was granted or

will affect the right, of the Company or an Affiliate to terminate (i) the employment of an

Employee with or without notice and with or without cause, (ii) the service of a Consultant

pursuant to the terms of such Consultant’s agreement with the Company or an Affiliate, or

(iii) the service of a Director pursuant to the bylaws of the Company or an Affiliate, and any

applicable provisions of the corporate law of the state in which the Company or the Affiliate is

incorporated, as the case may be.

(e)Change in Time Commitment. In the event a Participant’s regular level of time

commitment in the performance of his or her services for the Company and any Affiliates is

reduced (for example, and without limitation, if the Participant is an Employee of the Company

and the Employee has a change in status from a full-time Employee to a part-time Employee)

after the date of grant of any Equity Award to the Participant, the Board has the right in its sole

discretion to (i) make a corresponding reduction in the number of shares subject to any portion of

such Equity Award that is scheduled to vest or become payable after the date of such change in

time commitment, and (ii) in lieu of or in combination with such a reduction, extend the vesting

or payment schedule applicable to such Equity Award. In the event of any such reduction, the

Participant will have no right with respect to any portion of the Equity Award that is so reduced

or extended.

(f)Incentive Stock Option $100,000 Limitation. To the extent that the aggregate

Fair Market Value (determined at the time of grant) of Class A Common Stock, Class B

Common Stock or Class C Common Stock with respect to which Incentive Stock Options are

exercisable for the first time by any Optionholder during any calendar year (under all plans of the

Company and any Affiliates) exceeds $100,000, the Options or portions thereof that exceed such

limit (according to the order in which they were granted) will be treated as Nonstatutory Stock

Options, notwithstanding any contrary provision of the applicable Option Agreement.

(g)Investment Assurances. The Company may require a Participant, as a condition

of exercising or acquiring Common Stock under any Equity Award, (i) to give written assurances

satisfactory to the Company as to the Participant’s knowledge and experience in financial and

business matters and/or to employ a purchaser representative reasonably satisfactory to the

Company who is knowledgeable and experienced in financial and business matters and that he or

she is capable of evaluating, alone or together with the purchaser representative, the merits and

risks of exercising the Equity Award, and (ii) to give written assurances satisfactory to the

Company stating that the Participant is acquiring Common Stock subject to the Equity Award for

the Participant’s own account and not with any present intention of selling or otherwise

distributing the Common Stock. The foregoing requirements, and any assurances given pursuant

to such requirements, will be inoperative if (x) the issuance of the shares upon the exercise or

acquisition of Common Stock under the Equity Award has been registered under a then currently

effective registration statement under the Securities Act, or (y) as to any particular requirement, a

determination is made by counsel for the Company that such requirement need not be met in the

circumstances under the then applicable securities laws. The Company may, upon advice of

counsel to the Company, place legends on stock certificates issued under the Plan as such

counsel deems necessary or appropriate in order to comply with applicable securities laws,

including, but not limited to, legends restricting the transfer of the Common Stock.

(h)Withholding Obligations. Unless prohibited by the terms of an Equity Award

Agreement, the Company may, in its sole discretion, satisfy any federal, state or local tax

withholding obligation relating to an Equity Award by any of the following means (in addition to

the Company’s right to withhold from any compensation paid to the Participant by the Company)

or by a combination of such means: (i) causing the Participant to tender a cash payment; (ii)

withholding shares of Common Stock from the shares of Common Stock issued or otherwise

issuable to the Participant in connection with the Equity Award; provided, however, that no

shares of Common Stock are withheld with a value exceeding the minimum amount of tax

required to be withheld by law (or such lesser amount as may be necessary to avoid classification

of the Equity Award as a liability for financial accounting purposes); (iii) withholding payment

from any amounts otherwise payable to the Participant; (iv) withholding cash from an Equity

Award settled in cash; or (v) by such other method as may be set forth in the Equity Award

Agreement.

(i)Electronic Delivery. Any reference herein to a “written” agreement or document

will include any agreement or document delivered electronically or posted on the Company’s

intranet (or other shared electronic medium controlled by the Company to which the Participant

has access).

(j)Deferrals. To the extent permitted by applicable law, the Board, in its sole

discretion, may determine that the delivery of Common Stock or the payment of cash, upon the

exercise, vesting or settlement of all or a portion of any Equity Award may be deferred and may

establish programs and procedures for deferral elections to be made by Participants. Deferrals by

Participants will be made in accordance with Section 409A of the Code. Consistent with Section

409A of the Code, the Board may provide for distributions while a Participant is still an

employee or otherwise providing services to the Company. The Board is authorized to make

deferrals of Equity Awards and determine when, and in what annual percentages, Participants

may receive payments, including lump sum payments, following the Participant’s termination of

Continuous Service, and implement such other terms and conditions consistent with the

provisions of the Plan and in accordance with applicable law.

(k)Compliance with Section 409A. To the extent that the Board determines that

any Equity Award granted hereunder is subject to Section 409A of the Code, the Equity Award

Agreement evidencing such Equity Award will incorporate the terms and conditions necessary to

avoid the consequences specified in Section 409A(a)(1) of the Code. To the extent applicable,

the Plan and Equity Award Agreements will be interpreted in accordance with Section 409A of

the Code.

(l)Repurchase Limitation. The terms of any repurchase right will be specified in

the Equity Award Agreement. The repurchase price for vested shares of Common Stock will be

the Fair Market Value of the shares of Common Stock on the date of repurchase. The repurchase

price for unvested shares of Common Stock will be the lower of (i) the Fair Market Value of the

shares of Common Stock on the date of repurchase or (ii) their original purchase price.

However, the Company will not exercise its repurchase right until at least six months (or such

longer or shorter period of time necessary to avoid classification of the Equity Award as a

liability for financial accounting purposes) have elapsed following delivery of shares of Common

Stock subject to the Equity Award, unless otherwise specifically provided by the Board.

9.ADJUSTMENTS UPON CHANGES IN COMMON STOCK; OTHER CORPORATE EVENTS.

(a)Capitalization Adjustments. In the event of a Capitalization Adjustment, the

Board will appropriately and proportionately adjust: (i) the class(es) and maximum number of

securities subject to the Plan pursuant to Section 3(a); (ii) the class(es) and maximum number of

securities that may be issued pursuant to the exercise of Incentive Stock Options pursuant to

Section 3(c); and (iii) the class(es) and number of securities and price per share of stock subject

to outstanding Equity Awards. The Board will make such adjustments, and its determination

will be final, binding and conclusive.

(b)Dissolution or Liquidation. Except as otherwise provided in the Equity Award

Agreement, in the event of a dissolution or liquidation of the Company, all outstanding Equity

Awards (other than Equity Awards consisting of vested and outstanding shares of Common

Stock not subject to a forfeiture condition or the Company’s right of repurchase) will terminate

immediately prior to the completion of such dissolution or liquidation, and the shares of

Common Stock subject to the Company’s repurchase rights or subject to a forfeiture condition

may be repurchased or reacquired by the Company notwithstanding the fact that the holder of

such Equity Award is providing Continuous Service; provided, however, that the Board may, in

its sole discretion, cause some or all Equity Awards to become fully vested, exercisable and/or

no longer subject to repurchase or forfeiture (to the extent such Equity Awards have not

previously expired or terminated) before the dissolution or liquidation is completed but

contingent on its completion.

(c)Corporate Transaction. The following provisions will apply to Equity Awards

in the event of a Corporate Transaction unless otherwise provided in the instrument evidencing

the Equity Award or any other written agreement between the Company or any Affiliate and the

holder of the Equity Award or unless otherwise expressly provided by the Board at the time of

grant of an Equity Award. Except as otherwise stated in the Equity Award Agreement, in the

event of a Corporate Transaction, then, notwithstanding any other provision of the Plan, the

Board may take one or more of the following actions with respect to Equity Awards, contingent

upon the closing or completion of the Corporate Transaction:

(i)arrange for the surviving corporation or acquiring corporation (or the

surviving or acquiring corporation’s parent company) to assume or continue all or any portion of

the Equity Award or to substitute a similar stock award for all or any portion of the Equity

Award (including, but not limited to, an award to acquire the same consideration paid to the

stockholders of the Company pursuant to the Corporate Transaction);

(ii)arrange for the assignment of any reacquisition or repurchase rights held

by the Company in respect of Common Stock issued pursuant to the Equity Award to the

surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent

company);

(iii)accelerate the vesting, in whole or in part, of the Equity Award (and, if

applicable, the time at which the Equity Award may be exercised), with such Equity Award

terminating if not exercised (if applicable) at or prior to the effective time of the Corporate

Transaction; provided, however, that the Board may require Participants to complete and deliver

to the Company a notice of exercise before the effective date of a Corporate Transaction, which

exercise is contingent upon the effectiveness of such Corporate Transaction;

(iv)arrange for the lapse of any reacquisition or repurchase rights held by the

Company with respect to the Equity Award;

(v)cancel or arrange for the cancellation of all or any portion of the Equity

Award, to the extent not vested or not exercised prior to the effective time of the Corporate

Transaction, without the payment of any consideration; and

(vi)make a payment, in such form as may be determined by the Board equal to

the excess, if any, of (A) the value of the property the holder of the Equity Award would have

received upon the exercise of the Equity Award, over (B) any exercise price payable by such

holder in connection with such exercise. For clarity, this payment may be zero ($0) if the value

of the property is equal to or less than the exercise price. Payments under this provision may be

delayed to the same extent that payment of consideration to the holders of the Company’s

Common Stock in connection with the Corporate Transaction is delayed as a result of escrows,

earn outs, holdbacks or any other contingencies.

The Board need not take the same action with respect to all Equity Awards or with respect to all

Participants. The Board may take different actions with respect to the vested and unvested

portions of an Equity Award.

(d)Change in Control. An Equity Award may be subject to additional acceleration

of vesting and exercisability upon or after a Change in Control as may be provided in the Equity

Award Agreement for such Equity Award or as may be provided in any other written agreement

between the Company or any Affiliate and the Participant, but in the absence of such provision,

no such acceleration will occur.

10.TERMINATION OR SUSPENSION OF THE PLAN.

(a)Plan Term. The Board may suspend or terminate the Plan at any time. Unless

sooner terminated by the Board pursuant to Section 2, the Plan will automatically terminate on

the day before the tenth anniversary of the earlier of (i) the date the Plan is adopted by the Board,

or (ii) the date the Plan is approved by the stockholders of the Company. No Equity Awards may

be granted under the Plan while the Plan is suspended or after it is terminated.

(b)No Impairment of Rights. Suspension or termination of the Plan will not impair

rights and obligations under any Equity Award granted while the Plan is in effect except with the

written consent of the affected Participant.

11.EFFECTIVE DATE OF PLAN.

This Plan will become effective on the Original Effective Date.

12.CHOICE OF LAW.

The law of the State of Delaware will govern all questions concerning the construction,

validity and interpretation of this Plan, without regard to that state’s conflict of laws rules.

13.DEFINITIONS. As used in the Plan, the following definitions will apply to the

capitalized terms indicated below:

(a)“Affiliate” means, at the time of determination, any “parent” or “majority-owned

subsidiary” of the Company, as such terms are defined in Rule 405. The Board will have the

authority to determine the time or times at which “parent” or “majority-owned subsidiary” status

is determined within the foregoing definition.

(b)“Board” means the Board of Directors of the Company.

(c)“Capitalization Adjustment” means any change that is made in, or other events

that occur with respect to, the Common Stock subject to the Plan or subject to any Equity Award

after the Original Effective Date without the receipt of consideration by the Company (through

merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend

in property other than cash, large nonrecurring cash dividend, stock split, reverse stock split

liquidating dividend, combination of shares, exchange of shares, change in corporate structure, or

any similar equity restructuring transaction, as that term is used in Financial Accounting

Standards Board Accounting Standards Codification Topic 718. Notwithstanding the foregoing,

the conversion of any convertible securities of the Company will not be treated as a

Capitalization Adjustment.

(d)“Cause” will have the meaning ascribed to such term in any written agreement

between the Participant and the Company defining such term and, in the absence of such

agreement, such term means with respect to a Participant, the occurrence of any of the following

events: (i) such Participant’s commission of any felony or any crime involving fraud, dishonesty

or moral turpitude under the laws of the United States or any state thereof; (ii) such Participant’s

attempted commission of, or participation in, a fraud or act of dishonesty against the Company;

(iii) such Participant’s intentional, material violation of any contract or agreement between the

Participant and the Company or of any statutory duty owed to the Company; (iv) such

Participant’s unauthorized use or disclosure of the Company’s confidential information or trade

secrets; or (v) such Participant’s gross misconduct. The determination that a termination of the

Participant’s Continuous Service is either for Cause or without Cause will be made by the

Company in its sole discretion. Any determination by the Company that the Continuous Service

of a Participant was terminated with or without Cause for the purposes of outstanding Equity

Awards held by such Participant will have no effect upon any determination of the rights or

obligations of the Company or such Participant for any other purpose.

(e)“Certificate of Incorporation” means the Company’s Amended and Restated

Certificate of Incorporation, as filed with the Secretary of State of the State of Delaware on

January 20, 2015, and as may be amended thereafter from time to time.

(f)“Change in Control” means the occurrence, in a single transaction or in a series

of related transactions, of any one or more of the following events:

(i)any Exchange Act Person becomes the Owner, directly or indirectly, of

securities of the Company representing more than 50% of the combined voting power of the

Company’s then outstanding securities other than by virtue of a merger, consolidation or similar

transaction. Notwithstanding the foregoing, a Change in Control will not be deemed to occur (A)

on account of the acquisition of securities of the Company directly from the Company, (B) on

account of the acquisition of securities of the Company by an investor, any affiliate thereof or

any other Exchange Act Person that acquires the Company’s securities in a transaction or series

of related transactions the primary purpose of which is to obtain financing for the Company

through the issuance of equity securities or (C) solely because the level of Ownership held by

any Exchange Act Person (the “Subject Person”) exceeds the designated percentage threshold of

the outstanding voting securities as a result of a repurchase or other acquisition of voting

securities by the Company reducing the number of shares outstanding, provided that if a Change

in Control would occur (but for the operation of this sentence) as a result of the acquisition of

voting securities by the Company, and after such share acquisition, the Subject Person becomes

the Owner of any additional voting securities that, assuming the repurchase or other acquisition

had not occurred, increases the percentage of the then outstanding voting securities Owned by

the Subject Person over the designated percentage threshold, then a Change in Control will be

deemed to occur;

(ii)there is consummated a merger, consolidation or similar transaction

involving (directly or indirectly) the Company and, immediately after the consummation of such

merger, consolidation or similar transaction, the stockholders of the Company immediately prior

thereto do not Own, directly or indirectly, either (A) outstanding voting securities representing

more than 50% of the combined outstanding voting power of the surviving Entity in such

merger, consolidation or similar transaction or (B) more than 50% of the combined outstanding

voting power of the parent of the surviving Entity in such merger, consolidation or similar

transaction, in each case in substantially the same proportions as their Ownership of the

outstanding voting securities of the Company immediately prior to such transaction;

(iii)the stockholders of the Company approve or the Board approves a plan of

complete dissolution or liquidation of the Company, or a complete dissolution or liquidation of

the Company will otherwise occur, except for a liquidation into a parent corporation;

(iv)there is consummated a sale, lease, exclusive license or other disposition

of all or substantially all of the consolidated assets of the Company and its Subsidiaries, other

than a sale, lease, license or other disposition of all or substantially all of the consolidated assets

of the Company and its Subsidiaries to an Entity, more than 50% of the combined voting power

of the voting securities of which are Owned by stockholders of the Company in substantially the

same proportions as their Ownership of the outstanding voting securities of the Company

immediately prior to such sale, lease, license or other disposition; or

(v)individuals who, on the date the Plan is adopted by the Board, are

members of the Board (the “Incumbent Board”) cease for any reason to constitute at least a

majority of the members of the Board; provided, however, that if the appointment or election (or

nomination for election) of any new Board member was approved or recommended by a majority

vote of the members of the Incumbent Board then still in office, such new member will, for

purposes of this Plan, be considered as a member of the Incumbent Board.

Notwithstanding the foregoing definition or any other provision of this Plan, (A) the term

Change in Control will not include a sale of assets, merger or other transaction effected

exclusively for the purpose of changing the domicile of the Company, and (B) the definition of

Change in Control (or any analogous term) in an individual written agreement between the

Company or any Affiliate and the Participant will supersede the foregoing definition with respect

to Equity Awards subject to such agreement; provided, however, that if no definition of Change

in Control or any analogous term is set forth in such an individual written agreement, the

foregoing definition will apply.

(g)“Class A Common Stock” means the Class A Common Stock of the Company, as

defined in the Certificate of Incorporation.

(h)“Class B Common Stock” means the Class B Common Stock of the Company, as

defined in the Certificate of Incorporation.

(i)“Class C Common Stock” means the Class C Common Stock of the Company, as

defined in the Certificate of Incorporation.

(j) “Code” means the Internal Revenue Code of 1986, as amended, including any

applicable regulations and guidance thereunder.

(k)“Committee” means a committee of one or more Directors to whom authority has

been delegated by the Board in accordance with Section 2(c).

(l)“Common Stock” means either the Class A Common Stock, Class B Common

Stock, or Class C Common Stock where the provision is not intended to apply exclusively to one

class of Common Stock or another, and includes the specific type of capital stock subject to an

Equity Award (whether Class B Common Stock or Class C Common Stock, as applicable).

(m) “Company” means Space Exploration Technologies Corp., a Delaware

corporation.

(n)“Consultant” means any person, including an advisor, who is (i) engaged by the

Company or an Affiliate to render consulting or advisory services and is compensated for such

services, or (ii) serving as a member of the board of directors of an Affiliate and is compensated

for such services. However, service solely as a Director, or payment of a fee for such service,

will not cause a Director to be considered a “Consultant” for purposes of the Plan.

(o)“Continuous Service” means that the Participant’s service with the Company or

an Affiliate, whether as an Employee, Director or Consultant, is not interrupted or terminated. A

change in the capacity in which the Participant renders service to the Company or an Affiliate as

an Employee, Director, or Consultant or a change-in the Entity for which the Participant renders

such service, provided that there is no interruption or termination of the Participant’s service with

the Company or an Affiliate, will not terminate a Participant’s Continuous Service; provided,

however, that if the Entity for which a Participant is rendering service ceases to qualify as an

Affiliate, as determined by the Board in its sole discretion, such Participant’s Continuous Service

will be considered to have terminated on the date such Entity ceases to qualify as an Affiliate.

For example, a change in status from an employee of the Company to a consultant of an Affiliate

or to a Director will not constitute an interruption of Continuous Service. To the extent

permitted by law, the Board or the chief executive officer of the Company, in that party’s sole

discretion, may determine whether Continuous Service will be considered interrupted in the case

of (i) any leave of absence approved by the Board or chief executive officer, including sick

leave, military leave or any other personal leave, or (ii) transfers between the Company, an

Affiliate, or their successors. Notwithstanding the foregoing, a leave of absence will be treated

as Continuous Service for purposes of vesting in an Equity Award only to such extent as may be

provided in the Company’s leave of absence policy, in the written terms of any leave of absence

agreement or policy applicable to the Participant, or as otherwise required by law.

(p)“Corporate Transaction” means the occurrence, in a single transaction or in a

series of related transactions, of any one or more of the following events:

(i)the consummation of a sale or other disposition of all or substantially all,

as determined by the Board in its sole discretion, of the consolidated assets of the Company and

its Subsidiaries;

(ii)the consummation of a sale or other disposition of at least 50% of the

outstanding securities of the Company;

(iii)the consummation of a merger, consolidation or similar transaction

following which the Company is not the surviving corporation; or

(iv)the consummation of a merger, consolidation or similar transaction

following which the Company is the surviving corporation but the shares of Class B Common

Stock or Class C Common Stock outstanding immediately preceding the merger, consolidation

or similar transaction are converted or exchanged by virtue of the merger, consolidation or

similar transaction into other property, whether in the form of securities, cash or otherwise.

(q)“Director” means a member of the Board.

(r)“Disability” means, with respect to a Participant, the inability of a Participant to

engage in any substantially gainful activity by reason of any medically determinable physical or

mental impairment which can be expected to result in death or which has lasted or can be

expected to last for a continuous period of not less than 12 months as provided in

Sections 22(e)(3) and 409A(a)(2)(c)(i) of the Code and will be determined by the Board on the

basis of such medical evidence as the Board deems warranted under the circumstances.

(s)“Original Effective Date” means the effective date of this Plan, which will be the

earlier of (i) the date that this Plan is first approved by the Company’s stockholders or (ii) the

date this Plan is adopted by the Board.

(t)“Employee” means any person employed by the Company or an Affiliate.

However, service solely as a Director, or payment of a fee for such services, will not cause a

Director to be considered an “Employee” for purposes of the Plan.

(u)“Entity” means a corporation, partnership, limited liability company or other

entity.

(v)“Equity Award” means any right to receive Common Stock granted under the

Plan, including an Incentive Stock Option, a Nonstatutory Stock Option, a Restricted Stock

Award, a Restricted Stock Unit Award, a Stock Appreciation Right or any Other Equity Award.

(w)“Equity Award Agreement” means a written agreement between the Company

and a Participant evidencing the terms and conditions of an Equity Award grant. Each Equity

Award Agreement will be subject to the terms and conditions of the Plan.

(x) “Exchange Act” means the Securities Exchange Act of 1934, as amended, and

the rules and regulations promulgated thereunder.

(y)“Exchange Act Person” means any natural person, Entity or “group” (within the

meaning of Section 13(d) or 14(d) of the Exchange Act), except that “Exchange Act Person” will

not include (i) the Company or any Subsidiary of the Company, (ii) any employee benefit plan of

the Company or any Subsidiary of the Company or any trustee or other fiduciary holding

securities under an employee benefit plan of the Company or any Subsidiary of the Company,

(iii) an underwriter temporarily holding securities pursuant to an offering of such securities,

(iv) an Entity Owned, directly or indirectly, by the stockholders of the Company in substantially

the same proportions as their Ownership of stock of the Company; or (v) any natural person,

Entity or “group” (within the meaning of Section 13(d) or 14(d) of the Exchange Act) that, as of

the Original Effective Date, is the Owner, directly or indirectly, of securities of the Company

representing more than 50% of the combined voting power of the Company’s then outstanding

securities.

(z)“Fair Market Value” means, as of any date, the value of either the Class B

Common Stock or Class C Common Stock, as applicable, determined by the Board in

compliance with Section 409A of the Code or, in the case of an Incentive Stock Option, in

compliance with Section 422 of the Code.

(aa)“Incentive Stock Option” means an option that qualifies as an “incentive stock

option” within the meaning of Section 422 of the Code and the regulations promulgated

thereunder.

(bb)“Nonstatutory Stock Option” means an Option that does not qualify as an

Incentive Stock Option.

(cc)“Officer” means any person designated by the Company as an officer.

(dd)“Option” means an Incentive Stock Option or a Nonstatutory Stock Option to

purchase shares of Common Stock granted pursuant to the Plan.

(ee)“Option Agreement” means a written agreement between the Company and an

Optionholder evidencing the terms and conditions of an Option grant. Each Option Agreement

will be subject to the terms and conditions of the Plan.

(ff)“Optionholder” means a person to whom an Option is granted pursuant to the

Plan or, if applicable, such other person who holds an outstanding Option.

(gg)“Other Equity Award” means an award based in whole or in part by reference to

the Common Stock which is granted pursuant to the terms and conditions of Section 6(c).

(hh)“Other Equity Award Agreement” means a written agreement between the

Company and a holder of an Other Equity Award evidencing the terms and conditions of an

Other Equity Award grant. Each Other Equity Award Agreement will be subject to the terms and

conditions of the Plan.

(ii) “Own,” “Owned,” “Owner,” “Ownership” A person or Entity will be deemed to

“Own,” to have “Owned,” to be the “Owner” of, or to have acquired “Ownership” of securities if

such person or Entity, directly or indirectly, through any contract, arrangement, understanding,

relationship or otherwise, has or shares voting power, which includes the power to vote or to

direct the voting, with respect to such securities.

(jj)“Participant” means a person to whom an Equity Award is granted pursuant to

the Plan or, if applicable, such other person who holds an outstanding Equity Award.

(kk)“Plan” means this Space Exploration Technologies Corp. 2015 Equity Incentive

Plan.

(ll)“Restricted Stock Award” means an award of shares of Common Stock which is

granted pursuant to the terms and conditions of Section 6(a).

(mm)“Restricted Stock Award Agreement” means a written agreement between the

Company and a holder of a Restricted Stock Award evidencing the terms and conditions of a

Restricted Stock Award. Each Restricted Stock Award Agreement will be subject to the terms

and conditions of the Plan.

(nn)“Restricted Stock Unit Award” means a right to receive shares of Common Stock

which is granted pursuant to the terms and conditions of Section 6(b).

(oo)“Restricted Stock Unit Award Agreement” means a written agreement between

the Company and a holder of a Restricted Stock Unit Award evidencing the terms and conditions

of a Restricted Stock Unit Award grant. Each Restricted Stock Unit Award Agreement will be

subject to the terms and conditions of the Plan.

(pp)“Rule 405” means Rule 405 promulgated under the Securities Act.

(qq)“Rule 701” means Rule 701 promulgated under the Securities Act.

(rr)“Securities Act” means the Securities Act of 1933, as amended.

(ss)“Stock Appreciation Right” or “SAR” means a right to receive the appreciation

on Common Stock that is granted pursuant to the terms and conditions of Section 5.

(tt)“Stock Appreciation Right Agreement” means a written agreement between the

Company and a holder of a Stock Appreciation Right evidencing the terms and conditions of a

Stock Appreciation Right grant. Each Stock Appreciation Right Agreement will be subject to the

terms and conditions of the Plan.

(uu) “Subsidiary” means, with respect to the Company, (i) any corporation of which

more than 50% of the outstanding capital stock having ordinary voting power to elect a majority

of the board of directors of such corporation (irrespective of whether, at the time, stock of any

other class or classes of such corporation will have or might have voting power by reason of the

happening of any contingency) is at the time, directly or indirectly, Owned by the Company, and

(ii) any partnership, limited liability company or other entity in which the Company has a direct

or indirect interest (whether in the form of voting or participation in profits or capital

contribution) of more than 50%.

(vv)“Ten Percent Stockholder” means a person who Owns (or is deemed to Own

pursuant to Section 424(d) of the Code) stock possessing more than ten percent of the total

combined voting power of all classes of stock of the Company or any Affiliate.

Employee ID:

Grant Number:

Notice Date:

BY SIGNING THIS GRANT NOTICE YOU AGREE THAT ALL SHARES OF COMPANY

COMMON STOCK YOU CURRENTLY HOLD OR WILL HEREAFTER HOLD, OR ANY

RIGHT OR INTEREST THEREIN, INCLUDING SECURITIES CONVERTIBLE INTO OR

EXERCISABLE OR EXCHANGEABLE FOR SHARES OF COMPANY COMMON STOCK

SHALL BE SUBJECT TO THE TRANSFER RESTRICTIONS AND RIGHT OF FIRST

REFUSAL SET FORTH IN SECTION 11 OF THE OPTION AGREEMENT ATTACHED TO

THIS GRANT NOTICE. IF THIS GRANT NOTICE AND THE ATTACHED OPTION

AGREEMENT ARE NOT SIGNED AND ACCEPTED BY THE EMPLOYEE-PARTICIPANT

WITHIN 30 DAYS FOLLOWING THE NOTICE DATE SET FORTH ABOVE, THE EQUITY

AWARD DESCRIBED IN THIS GRANT NOTICE AND ATTACHED OPTION

AGREEMENT SHALL EXPIRE AND BECOME VOID.

SPACE EXPLORATION TECHNOLOGIES CORP.

STOCK OPTION GRANT NOTICE

2015 EQUITY INCENTIVE PLAN

Space Exploration Technologies Corp. (the “Company”), pursuant to its 2015 Equity Incentive

Plan (the “Plan”), hereby grants to Optionholder an option to purchase the number of shares of

the Company’s Class C Common Stock set forth below. This option is subject to all of the terms

and conditions as set forth in this notice, in the Option Agreement, the Plan and the Notice of

Exercise, all of which are attached hereto and incorporated herein in their entirety. Capitalized

terms not explicitly defined herein but defined in the Plan or the Option Agreement will have the

same definitions as in the Plan or the Option Agreement. If there is any conflict between the

terms in this notice and the Plan, the terms of the Plan will control.


Optionholder:	[______________________]
Type of Grant:	[______________________]
Date of Grant:	[______________________]
Vesting Commencement Date:	[______________________]
Number of Shares Subject to the Option:	[______________________]
Exercise Price (Per Share):	[______________________]
Total Exercise Price:	[______________________]
Option Expiration Date:	[______________________]

Exercise Schedule

Same as Vesting Schedule

Vesting

[______________________]

Payment

By one or a combination of the following items (described in the Option Agreement) subject

to Company approval:

•By cash, check, bank draft or money order payable to the Company

•Pursuant to a Regulation T Program if the shares are publicly traded

•By delivery of already-owned shares if the shares are publicly traded

Additional Terms/Acknowledgements

Optionholder acknowledges receipt of, and understands and agrees to, this Stock Option

Grant Notice, the Option Agreement and the Plan. Optionholder acknowledges and agrees

that this Stock Option Grant Notice and the Option Agreement may not be modified,

amended or revised except as provided in the Plan. Optionholder further acknowledges that

as of the Date of Grant, this Stock Option Grant Notice, the Option Agreement, and the Plan

set forth the entire understanding between Optionholder and the Company regarding this

option award and supersede all prior oral and written agreements, promises and/or

representations on that subject with the exception of (i) Equity Awards or awards of capital

stock of the Company granted to you pursuant to any stock or equity incentive plan or any

other shares of common stock currently held or hereafter held by you, and (ii) the following

agreements:

1.Confidential Information and Invention Assignment Agreement; and

2.SpaceX Employment Agreement (if any)

Notwithstanding the foregoing, Section 11 of the Option Agreement shall apply to all Equity

Awards, including options previously and hereafter granted to you under any Company stock

or equity incentive plan and any shares of Company common stock currently held or

hereafter held by you, including securities convertible into or exercisable for shares of

Company common stock.

By accepting this stock option, you consent to receive these documents and all Participant

and stockholder notices by electronic delivery and to participate in the Plan through an online

or electronic system established and maintained by the Company or a third party designated

by the Company.

This Stock Option Grant Notice shall be deemed to be signed by the Company and

Participant upon acceptance of this Stock Option Grant Notice or the Agreement online in

Shareworks, or any comparable on-line document service.


SPACE EXPLORATION TECHNOLOGIES CORP.				OPTIONHOLDER:


By:				By:
Elon R. Musk, Chairman & CEO				[PARTICIPANT NAME]
Date:				Date:

1Note about Incentive Stock Options: New Incentive Stock Option grants (plus other outstanding

Incentive Stock Options) cannot be first exercisable for more than $100,000 in value (measured

by exercise price) in any calendar year. Any excess over $100,000 will be granted as a

Nonstatutory Stock Option and together will vest according to the scheduled approved by the

Board which is referenced above.

Attachments: Option Agreement and 2015 Equity Incentive Plan

SPACE EXPLORATION TECHNOLOGIES CORP.

2015 EQUITY INCENTIVE PLAN

OPTION AGREEMENT

(INCENTIVE STOCK OPTION OR NONSTATUTORY STOCK OPTION)

Pursuant and subject to your Stock Option Grant Notice (“Grant Notice”) and this Option

Agreement, Space Exploration Technologies Corp. (the “Company”) has granted you an option

under its 2015 Equity Incentive Plan (the “Plan”) to purchase the number of shares of the

Company’s Class C Common Stock indicated in your Grant Notice at the exercise price

indicated in your Grant Notice. The option is granted to you effective as of the date of grant set

forth in the Grant Notice (the “Date of Grant”). If there is any conflict between the terms in this

Option Agreement and the Plan, the terms of the Plan will control. Capitalized terms not

explicitly defined in this Option Agreement or in the Grant Notice but defined in the Plan will

have the same definitions as in the Plan.

The details of your option, in addition to those set forth in the Grant Notice and the Plan,

are as follows:

1.VESTING. Your option will vest as provided in your Grant Notice. Vesting will

cease upon the termination of your Continuous Service.

2.NUMBER OF SHARES AND EXERCISE PRICE. The number of shares of

Class C Common Stock subject to your option and your exercise price per share in your Grant

Notice will be adjusted for Capitalization Adjustments.

3.EXERCISE RESTRICTION FOR NON-EXEMPT EMPLOYEES. If you

are an Employee eligible for overtime compensation under the Fair Labor Standards Act of 1938,

as amended (that is, a “Non-Exempt Employee”), and except as otherwise provided in the Plan,

you may not exercise your option until you have completed at least six (6) months of Continuous

Service measured from the Date of Grant, even if you have already been an employee for more

than six (6) months. Consistent with the provisions of the Worker Economic Opportunity Act,

you may exercise your option as to any vested portion prior to such six (6) month anniversary in

the case of (i) your death or disability; (ii) a Corporate Transaction in which your option is not

assumed, continued or substituted; (iii) a Change in Control; or (iv) your termination of

Continuous Service on your “retirement” (as defined in the Company’s benefit plans).

4.EXERCISE PRIOR TO VESTING (“EARLY EXERCISE”). This option

may not be exercised prior to vesting.

5.METHOD OF PAYMENT. You must pay the full amount of the exercise

price for the shares you wish to exercise. You may pay the exercise price in cash or by check,

bank draft or money order payable to the Company or in any other manner permitted by your

Grant Notice, which may include one or more of the following:

(a)Provided that at the time of exercise the Class C Common Stock is

publicly traded, pursuant to a program developed under Regulation T as promulgated by the

Federal Reserve Board that, prior to the issuance of Class C Common Stock, results in either the

receipt of cash (or check) by the Company or the receipt of irrevocable instructions to pay the

aggregate exercise price to the Company from the sales proceeds. This manner of payment is

also known as a “broker-assisted exercise,” “same day sale,” or “sell to cover.”

(b)Provided that at the time of exercise the Class C Common Stock is

publicly traded, by delivery to the Company (either by actual delivery or attestation) of already-

owned shares of Class C Common Stock that are owned free and clear of any liens, claims,

encumbrances or security interests, and that are valued at Fair Market Value on the date of

exercise. “Delivery” for these purposes, in the sole discretion of the Company at the time you

exercise your option, will include delivery to the Company of your attestation of ownership of

such shares of Class C Common Stock in a form approved by the Company. You may not

exercise your option by delivery to the Company of Class C Common Stock if doing so would

violate the provisions of any law, regulation or agreement restricting the redemption of the

Company’s stock.

6.WHOLE SHARES. You may exercise your option only for whole shares of

Class C Common Stock.

7.SECURITIES LAW COMPLIANCE. In no event may you exercise your option

unless the shares of Class C Common Stock issuable upon exercise are then registered under the

Securities Act or, if not registered, the Company has determined that your exercise and the

issuance of the shares would be exempt from the registration requirements of the Securities Act.

The exercise of your option also must comply with all other applicable laws and regulations

governing your option, and you may not exercise your option if the Company determines that

such exercise would not be in material compliance with such laws and regulations.

8.TERM. You may not exercise your option before the Date of Grant or after the

expiration of the option’s term. The term of your option expires, subject to the provisions of

Section 5(h) of the Plan, upon the earliest of the following:

(a)immediately upon the termination of your Continuous Service for Cause;

(b)sixty (60) days after the termination of your Continuous Service for any

reason other than Cause, your Disability or your death (except as otherwise provided in Section

8(d)); provided, however, that if during any part of such sixty (60) day period your option is not

exercisable solely because of the condition set forth in the section above relating to “Securities

Law Compliance,” your option will not expire until the earlier of the Expiration Date or until it

has been exercisable for an aggregate period of sixty (60) days after the termination of your

Continuous Service; provided further, that if (i) you are a Non-Exempt Employee, (ii) your

Continuous Service terminates within six (6) months after the Date of Grant, and (iii) you have

vested in a portion of your option at the time of your termination of Continuous Service, your

option will not expire until the earlier of (x) the later of (A) the date that is seven (7) months after

the Date of Grant, and (B) the date that is sixty (60) days after the termination of your

Continuous Service, and (y) the Expiration Date;

(c)twelve (12) months after the termination of your Continuous Service due

to your Disability (except as otherwise provided in Section 8(d));

(d)twelve (12) months after your death if you die either during your

Continuous Service or within sixty (60) days after your Continuous Service terminates for any

reason other than Cause;

(e)the Expiration Date indicated in your Grant Notice; or

(f)the day before the tenth (10th) anniversary of the Date of Grant.

If your option is an Incentive Stock Option, note that to obtain the federal income tax

advantages associated with an Incentive Stock Option, the Code requires that at all times

beginning on the Date of Grant and ending on the day three (3) months before the date of your

option’s exercise, you must be an employee of the Company or an Affiliate, except in the event

of your death or Disability. The Company has provided for extended exercisability of your

option under certain circumstances for your benefit but cannot guarantee that your option will be

treated as an Incentive Stock Option if you continue to provide services to the Company or an

Affiliate as a Consultant or Director after your employment terminates or if you otherwise

exercise your option more than three (3) months after the date your employment with the

Company or an Affiliate terminates.

9.EXERCISE.

(a)You may exercise the vested portion of your option during its term by (i)

delivering a Notice of Exercise (in a form designated by the Company) and delivering any other

documents and completing any procedures required by the Company for exercise (including

executing a voting proxy in the form provided by the Company), and (ii) paying the exercise

price and any applicable withholding taxes to the Company’s Secretary, stock plan administrator,

or such other person as the Company may designate.

(b)By exercising your option you agree that, as a condition to any exercise of

your option, the Company may require you to enter into an arrangement providing for the

payment by you to the Company of any tax withholding obligation of the Company arising by

reason of (i) the exercise of your option, (ii) the lapse of any substantial risk of forfeiture to

which the shares of Class C Common Stock are subject at the time of exercise, or (iii) the

disposition of shares of Class C Common Stock acquired upon such exercise.

(c)If your option is an Incentive Stock Option, by exercising your option you

agree that you will notify the Company in writing within fifteen (15) days after the date of any

disposition of any of the shares of the Class C Common Stock issued upon exercise of your

option that occurs within two (2) years after the Date of Grant or within one (1) year after such

shares of Class C Common Stock are transferred upon exercise of your option.

(d)By exercising your option you agree that you will not sell, dispose of,

transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging

or similar transaction with the same economic effect as a sale with respect to any shares of Class

C Common Stock or other securities of the Company held by you, for a period of one hundred

eighty (180) days following the effective date of a registration statement of the Company filed

under the Securities Act or such longer period as the underwriters or the Company will request to

facilitate compliance with FINRA Rule 2711 or NYSE Member Rule 472 or any successor or

similar rules or regulation (the “Lock-Up Period”); provided, however, that nothing contained in

this section will prevent the exercise of a repurchase option, if any, in favor of the Company

during the Lock-Up Period. You further agree to execute and deliver such other agreements as

may be reasonably requested by the Company or the underwriters that are consistent with the

foregoing or that are necessary to give further effect thereto. To enforce the foregoing covenant,

the Company may impose stop-transfer instructions with respect to your shares of Class C

Common Stock until the end of such period. You also agree that any transferee of any shares of

Class C Common Stock (or other securities) of the Company held by you will be bound by this

Section 9(d). The underwriters of the Company’s stock are intended third party beneficiaries of

this Section 9(d) and will have the right, power and authority to enforce the provisions hereof as

though they were a party hereto.

10.TRANSFERABILITY. Except as otherwise provided in this Section 10, your

option is not transferable, except by will or by the laws of descent and distribution, and is

exercisable during your life only by you.

(a)Certain Trusts. Upon receiving written permission from the Board or its

duly authorized designee, you may transfer your option to a trust if you are considered to be the

sole beneficial owner (determined under Section 671 of the Code and applicable state law) while

the option is held in the trust. You and the trustee must enter into transfer and other agreements

required by the Company.

(b)Domestic Relations Orders. Upon receiving written permission from the

Board or its duly authorized designee, and provided that you and the designated transferee enter

into transfer and other agreements required by the Company, you may transfer your option

pursuant to the terms of a domestic relations order, official marital settlement agreement or other

divorce or separation instrument as permitted by Treasury Regulations Section 1.421-1(b)(2) that

contains the information required by the Company to effectuate the transfer. You are encouraged

to discuss the proposed terms of any division of this option with the Company prior to finalizing

the domestic relations order or marital settlement agreement to help ensure the required

information is contained within the domestic relations order or marital settlement agreement. If

this option is an Incentive Stock Option, this option may be deemed to be a Nonstatutory Stock

Option as a result of such transfer.

(c)Beneficiary Designation. Upon receiving written permission from the

Board or its duly authorized designee, you may, by delivering written notice to the Company, in

a form approved by the Company and any broker designated by the Company to handle option

exercises, designate a third party who, on your death, will thereafter be entitled to exercise this

option and receive the Class C Common Stock or other consideration resulting from such

exercise. In the absence of such a designation, your executor or administrator of your estate will

be entitled to exercise this option and receive, on behalf of your estate, the Class C Common

Stock or other consideration resulting from such exercise.

11.LIMITATIONS ON TRANSFER OF SHARES. In addition to any other

limitation on transfer created by applicable securities laws, you will not assign, encumber or

dispose of any interest in the shares of Class C Common Stock that you acquire upon exercise of

your option, or any other shares of Company common stock now or hereafter held by you,

including stock obtained pursuant to the Plan, the 2012 Plan or the 2002 Plan (for purposes of

this Section 11, the “Shares”) except in compliance with this Section 11 and applicable

securities laws.

(a)Restrictions on Certain Transfers of Securities. In addition to any other

restrictions on transfer imposed by applicable securities laws, you will not sell, assign, pledge, or

in any manner transfer, dispose of or encumber any Shares whether voluntarily or by operation

of law, or by gift or otherwise (any such sale, assignment, pledge, transfer, disposition or

encumbrance, a “Transfer”) without the prior written consent of the Company, upon duly

authorized action of the Board. In the event such consent is given, the transferee, assignee, or

other recipient will receive and hold the Shares subject to the provisions of this Option

Agreement, and there will be no further Transfer of such Shares except in accordance with this

Option Agreement. Without in any way limiting the basis on which the Company elects not to

consent to a Transfer, you acknowledge that the Company does not at any time intend to consent

to any requested Transfer of Shares (i) to individuals, companies or any other form of entity

identified by the Company as a potential competitor or considered by the Company to be

unfriendly, or to non-U.S. individuals, companies or other entities; (ii) if such Transfer would

result in the loss of any federal or state securities law exemption relied upon by the Company in

connection with the initial issuance of such Shares or the issuance of any other securities; (iii) if

such Transfer is facilitated in any manner by any public posting, message board, trading portal,

internet site, or similar method of communication, including without limitation any trading portal

or internet site intended to facilitate secondary transfers of securities; (iv) if such Transfer is to

be effected in a brokered transaction; or (v) if such Transfer represents a Transfer of less than all

of the Shares then held by you and your affiliates or is to be made to more than a single

transferee.

(b)Exceptions for Certain Transfers. Notwithstanding anything to the

contrary in this Option Agreement, the restrictions on transfer in this Section 11 will not apply

to:

(i)any Transfer of Shares held either during your lifetime or on death

by will or intestacy to a bona fide trust for the benefit of you and/or your Immediate Family

(“Immediate Family,” as used herein, will mean your spouse, lineal descendant, father, mother,

brother, or sister), provided that only Transfers of Shares by you to one transferee under this

Section 11(b)(i) will be exempt from the restrictions on transfer in this Section 11;

(ii)any Transfer to the Company or to a person who, at the time of

such Transfer is an officer or director of the Company; or

(iii)any Committee-Approved Transfer (as defined in the Company’s

bylaws).

In any such case, the transferee, assignee or other recipient will receive and hold such Shares

subject to the provisions of this Option Agreement, and there will be no further Transfer of such

Shares except in accordance with this Option Agreement.

(c)Right of First Refusal. If you are permitted to make a Transfer pursuant

to Sections 11(a) and 11(b), the Transfer will be subject to the Company’s right of first refusal as

set forth in this Section. In addition, the right of first refusal will apply to any shares of

Company common stock obtained pursuant to any Company stock or equity incentive plan and

any shares of common stock currently held or hereafter held by you, or any right or interest

therein, including securities convertible into or exercisable or exchangeable for shares of

Company common stock (along with the Shares, collectively, the “Securities”).

Notwithstanding the foregoing, this Section 11(c) shall not apply to Transfers pursuant to Section

11(b)(i) or any Committee-Approved Transfer (as defined in the Company’s bylaws) to your

Immediate Family for no consideration.

(i)Notice of Proposed Transfer. If you desire to Transfer any

Securities, then you must first give written notice thereof to the Company. The notice will name

the proposed transferee and state the number of Securities to be transferred, the proposed

consideration, and all other terms and conditions of the proposed Transfer. You must also

provide a fully-executed, legally binding agreement to Transfer any of your Securities, executed

by you and the proposed transferee.

(ii)Exercise of Right of First Refusal. For thirty (30) days following

receipt of such notice, the Company and/or its assignee(s) will have the option to purchase any or

all of the Securities specified in the notice at the price (less any expenses, including proposed

commissions and fees, that you would have been required to pay) and upon the terms set forth in

such notice. If the price set forth in such notice includes consideration other than cash, the cash

equivalent value of the non-cash consideration will be determined by the Board in good faith. In

the event the Company and/or its assignee(s) elects to purchase any or all of the Securities, it will

give written notice to you of its election (the “Company Notice”) and settlement for said

Securities, as provided in Section 11(c)(iv) below.

(iii)Assignment. The Company may assign its rights under this

Section 11(c)

(iv)Payment. In the event the Company and/or its assignee(s) elect to

acquire any of your Securities as specified in the notice, the Company’s Secretary (or other

designee) will so notify you within thirty (30) days. Settlement thereof will be made in cash (by

check), by cancellation of all or a portion of any outstanding indebtedness, or by any

combination thereof within sixty (60) days after the Company Notice or in the manner and at the

times set forth in the Company Notice.

(v)Right to Transfer. In the event (x) the Company and/or its

assignees(s) do not elect to acquire all of the Securities specified in your notice pursuant to this

Section 11(c) and (y) the Transfer complies with Sections 11(a) and 11(b) above (either because

the restrictions do not apply to the Transfer or because the applicable consent has been obtained),

you may, within the sixty (60) day period following the expiration or waiver of the option rights

granted to the Company and/or its assignees(s) herein, Transfer the Securities specified in your

notice that were not acquired by the Company and/or its assignees(s) as specified in your notice.

In the case of any Transfer, the transferee, assignee, or other recipient will receive and hold the

Securities subject to the provisions of this Option Agreement, and there will be no further

Transfer of such Securities except in accordance with this Agreement.

(vi)Termination of Rights. The foregoing right of first refusal will

terminate upon the date securities of the Company are first offered to the public pursuant to a

registration statement filed with, and declared effective by, the U.S. Securities and Exchange

Commission under the Securities Act (the “Listing Date”).

(d)Any attempted Transfer in violation of this Section 11 will be void and of

no legal force and, at the Company’s discretion, will result in your forfeiture of your Shares. For

purposes of this Option Agreement, the term “Transfer” will include any sale, assignment,

encumbrance, hypothecation, pledge, conveyance in trust, gift, transfer by bequest, devise or

descent, or other transfer or disposition of any kind, including, but not limited to, transfers to

receivers, levying creditors, trustees or receivers in bankruptcy proceedings or general assignees

for the benefit of creditors, whether voluntary or by operation of law, directly or indirectly, of

any Shares.

(e)Legends. All certificates representing the Shares held by you, including

the Shares, will have endorsed thereon legends in substantially the following forms (in addition

to any other legends required by applicable state and federal corporation and securities law and

which may be required by any other agreements between the parties hereto):

“THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN

REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES

LAWS OF ANY STATE, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND

NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR

DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE

EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED

THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE

COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE

SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE.

ANY TRANSFER OR ATTEMPTED TRANSFER OF ANY SHARES REPRESENTED

BY THIS CERTIFICATE IS VOID WITHOUT THE PRIOR EXPRESS WRITTEN

CONSENT OF THE COMPANY. THE SHARES REPRESENTED BY THIS

CERTIFICATE ARE SUBJECT TO A REPURCHASE AGREEMENT BETWEEN

THE COMPANY AND THE REGISTERED HOLDER, OR SUCH HOLDER’S

PREDECESSOR IN INTEREST AND TRANSFER RESTRICTIONS SET FORTH IN

THE COMPANY’S BYLAWS, COPIES OF WHICH ARE ON FILE AT THE

PRINCIPAL OFFICE OF THE COMPANY.”

(f)Stop-Transfer Notices. You agree that, in order to ensure compliance

with the restrictions referred to in this Option Agreement, the Company may issue appropriate

“stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own

securities, it may make appropriate notations to the same effect in its own records.

(g)Refusal to Transfer. The Company will not be required (i) to transfer on

its books any Shares that will have been transferred in violation of any of the provisions set forth

in this Option Agreement or (ii) to treat as owner of such shares or to afford the right to vote as

such owner or to pay dividends to any transferee to whom such shares will have been so

transferred.

(h)The provisions of this Section 11 will be in addition to any transfer

restrictions and right of first refusal in favor of the Company or its assignees that may be

contained in the Company’s bylaws or in any other agreement between you and the Company.

12.RIGHT OF REPURCHASE.

(a)Any share of Class C Common Stock that Participant acquires upon

exercise of the Option, or any shares of Company common stock otherwise obtained pursuant to

the Plan (the “2015 Plan Shares”) are subject to the right of repurchase described below. The

Company’s right of repurchase will expire on the Listing Date.

(b)The Company may elect (but is not obligated) to repurchase all or any part

of the 2015 Plan Shares (the Company’s “Repurchase Right”). If, from time to time, there is

any stock dividend, stock split or other change in the character or amount of any of the

outstanding Class C Common Stock that is subject to the provisions of your option, then in such

event any and all new, substituted or additional securities to which you are entitled by reason of

your ownership of the 2015 Plan Shares will be immediately subject to the Company’s

Repurchase Right with the same force and effect as the Shares subject to the Company’s

Repurchase Right immediately before such event.

(c)The Company’s Repurchase Right will be exercisable only within the six

(6) month period following the termination of Participant’s Continuous Service for any reason

(the “Repurchase Event”), or such longer period as may be necessary to avoid the classification

of the SAUs as a liability for financial accounting purposes, as determined by the Company.

(d)The Company will exercise its Repurchase Right only for cash or

cancellation of purchase money indebtedness for the shares of Class C Common Stock and will

give Participant written notice (by registered or certified mail) accompanied by payment for the

shares of Class C Common Stock (if required) within six (6) months after the Repurchase Event,

or within such longer period as may be necessary to avoid the classification of the shares as a

liability for financial accounting purposes, as determined by the Company.

(e)The repurchase price will be equal to the 2015 Plan Shares’ Fair Market

Value on the date notice of the intent to repurchase is provided, except in the case of termination

of Participant’s Continuous Service for Cause, in which case the 2015 Plan Shares will be

reacquired for no payment to Participant (i.e., the repurchase price is $0).

13.OPTION NOT A SERVICE CONTRACT. Your option is not an

employment or service contract, and nothing in your option will be deemed to create in any way

whatsoever any obligation on your part to continue in the employ of the Company or an Affiliate,

or of the Company or an Affiliate to continue your employment. In addition, nothing in your

option will obligate the Company or an Affiliate, their respective stockholders, boards of

directors, officers or employees to continue any relationship that you might have as a Director or

Consultant for the Company or an Affiliate.

14.WITHHOLDING OBLIGATIONS.

(a)At the time you exercise your option, in whole or in part, and at any time

thereafter as requested by the Company, you hereby authorize withholding from payroll and any

other amounts payable to you, and otherwise agree to make adequate provision for (including by

means of a “same day sale” pursuant to a program developed under Regulation T as promulgated

by the Federal Reserve Board to the extent permitted by the Company), any sums required to

satisfy the federal, state, local and foreign tax withholding obligations of the Company or an

Affiliate, if any, which arise in connection with the exercise of your option.

(b)If this option is a Nonstatutory Stock Option, then upon your request and

subject to approval by the Company, and compliance with any applicable legal conditions or

restrictions, the Company may withhold from fully vested shares of Class C Common Stock

otherwise issuable to you upon the exercise of your option a number of whole shares of Class C

Common Stock having a Fair Market Value, determined by the Company as of the date of

exercise, not in excess of the minimum amount of tax required to be withheld by law (or such

lower amount as may be necessary to avoid classification of your option as a liability for

financial accounting purposes). If the date of determination of any tax withholding obligation is

deferred to a date later than the date of exercise of your option, share withholding pursuant to the

preceding sentence will not be permitted unless you make a proper and timely election under

Section 83(b) of the Code, covering the aggregate number of shares of Class C Common Stock

acquired upon such exercise with respect to which such determination is otherwise deferred, to

accelerate the determination of such tax withholding obligation to the date of exercise of your

option. Notwithstanding the filing of such election, shares of Class C Common Stock will be

withheld solely from fully vested shares of Class C Common Stock determined as of the date of

exercise of your option that are otherwise issuable to you upon such exercise. Any adverse

consequences to you arising in connection with such share withholding procedure will be your

sole responsibility.

(c)You may not exercise your option unless the tax withholding obligations

of the Company and/or any Affiliate are satisfied. Accordingly, you may not be able to exercise

your option when desired even though your option is vested, and the Company will have no

obligation to issue a certificate for such shares of Class C Common Stock or release such shares

of Class C Common Stock from any escrow provided for herein, if applicable, unless such

obligations are satisfied.

15.TAX CONSEQUENCES. You hereby agree that the Company does not have a

duty to design or administer the Plan or its other compensation programs in a manner that

minimizes your tax liabilities. You will not make any claim against the Company, or any of its

Officers, Directors, Employees, or Affiliates related to tax liabilities arising from your option or

your other compensation. In particular, you acknowledge that this option is exempt from Section

409A of the Code only if the exercise price per share specified in the Grant Notice is at least

equal to the “fair market value” per share of the Class C Common Stock on the Date of Grant

and there is no other impermissible deferral of compensation associated with the option. Because

the Class C Common Stock is not traded on an established securities market, the Fair Market

Value is determined by the Board, perhaps in consultation with an independent valuation firm

retained by the Company. You acknowledge that there is no guarantee that the Internal Revenue

Service will agree with the valuation as determined by the Board, and you will not make any

claim against the Company, or any of its Officers, Directors, Employees or Affiliates in the event

that the Internal Revenue Service asserts that the valuation determined by the Board is less than

the “fair market value” as subsequently determined by the Internal Revenue Service.

16.NOTICES. Any notices provided for in your option or the Plan will be given in

writing (including electronically) and will be deemed effectively given upon receipt or, in the

case of notices delivered by mail by the Company to you, five (5) days after deposit in the U.S.

mail, postage prepaid, addressed to you at the last address you provided to the Company. The

Company may, in its sole discretion, decide to deliver any documents related to participation in

the Plan and this option by electronic means or to request your consent to participate in the Plan

by electronic means. By accepting this option, you consent to receive such documents by

electronic delivery and to participate in the Plan through an online or electronic system

established and maintained by the Company or another third party designated by the Company.

17.GOVERNING PLAN DOCUMENT. Your option is subject to all the provisions

of the Plan, the provisions of which are hereby made a part of your option, and is further subject

to all interpretations, amendments, rules and regulations, which may from time to time be

promulgated and adopted pursuant to the Plan. If there is any conflict between the provisions of

your option and those of the Plan, the provisions of the Plan will control.