Exhibit 10.4

SPACE EXPLORATION TECHNOLOGIES CORP.

AMENDED AND RESTATED 2024 EQUITY INCENTIVE PLAN

ORIGINALLY ADOPTED BY THE BOARD OF DIRECTORS: DECEMBER 11, 2024

APPROVED BY THE STOCKHOLDERS: DECEMBER 21, 2024

AMENDED AND RESTATED BY THE BOARD OF DIRECTORS:

TERMINATION DATE: DECEMBER 10, 2034

1.GENERAL.

(a)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(e), 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.

(b)Amendment and Restatement. Effective as of the Amendment Date, the Plan

was amended and restated to reflect the reclassification of the Class C common stock of the

Company into Common Stock on                    (the “Reclassification”) and the Company’s 1-to-5

stock split on May 4, 2026.

(c)Status of the 2015 Plan. On the Effective Date, the Plan replaced the Space

Exploration Technologies Corp. 2015 Equity Incentive Plan (as amended from time to time, the

“2015 Plan”), which was originally adopted by the Board effective as of March 3, 2015. No new

awards were or will be granted under the 2015 Plan following the Effective Date, but all stock

awards granted under the 2015 Plan remain subject to the terms of the 2015 Plan, and not the

Plan.

(d)Returning Shares Under the Prior Plans. 

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

under the 2015 Plan will remain subject to the terms of the 2015 Plan, except as provided in an

Equity Award Agreement; provided, however, that for any shares of Common Stock (or, prior to

the Reclassification, Class C common stock of the Company) that are subject to outstanding

stock awards granted under the 2015 Plan that: (A) expire or terminate for any reason prior to

exercise or settlement; (B) 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 (C) are

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

award, an equal number of shares of Common Stock (or, prior to the Reclassification, Class C

common stock of the Company) will be immediately added to the Share Reserve (as further

described in Section 3(a)) for future awards under the Plan. As of the Amendment Date,

                 shares of Common Stock (or, prior to the Reclassification, Class C common stock of

the Company) were previously added to the Share Reserve under this Section 1(d)(i), and as of

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the Amendment Date, there are           shares of Common Stock subject to stock awards that are

outstanding under the 2015 Plan.

(ii)From and after the Effective Date, all outstanding stock awards granted

under the Space Exploration Technologies Corp. 2012 Equity Incentive Plan (as amended from

time to time, the “2012 Plan”, and together with the 2015 Plan, collectively, the “Prior Plans”)

will remain subject to the terms of the 2012 Plan, except as provided in an Equity Award

Agreement; provided, however, that for any shares of Common Stock that were subject to

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

reason prior to exercise or settlement; (B) 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 (C) are reacquired, withheld or not issued to satisfy a tax withholding obligation in

connection with an award, an equal number of shares of Common Stock (or, prior to the

Reclassification, Class C common stock of the Company) will be immediately added to the Share

Reserve (as further described in Section 3(a)) for future awards under the Plan. As of the

Amendment Date,         shares of Common Stock (or, prior to the Reclassification, Class C

common stock of the Company) were previously added to the Share Reserve under this Section

1(d)(ii). As of the Amendment Date, there are no shares of Common Stock subject to stock

awards that are outstanding under the 2012 Plan.

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

Awards are Employees, Directors and Consultants, subject to and in accordance with the terms

of the Plan.

(f)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. 

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,

(C) what type or combination of types of Equity Award will be granted, (D) the provisions of

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 (which

may include performance-based vesting conditions), (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.

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(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 or the requirements of any stock exchange

or market on which the Common Stock is traded, listed or quoted, shareholder approval will be

required for any amendment of the Plan that (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 shareholder 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

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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. For the avoidance of doubt,

shareholder approval shall not be required for the Company to undertake any action described in

this Section 2(b)(xi).

(c)Delegation to Committee. Subject to applicable law, 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 the

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

1 The Share Reserve has been adjusted to reflect the Reclassification and the Company’s 1-to-5 stock split on

May 4, 2026. As of the Amendment Date, the aggregate number of shares of Common Stock that are available

to be issued pursuant to Equity Awards from and after the Amendment Date is                            shares of

Common Stock plus the number of shares of Common Stock that become available for issuance under the Plan

pursuant to Section 1(d) with respect to stock awards under the Prior Plans after the Amendment Date.

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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. As of the Amendment Date, the Board has

delegated all of its authority to administer the Plan to the Compensation and Nominating

Committee of the Board as the Committee hereunder but has retained the authority to

concurrently administer the Plan with the Committee.

(d)Delegation to Officers and Other Employees. Subject to applicable law, the

Board may delegate to one or more Officers or other Employees of the Company the authority

to: grant Equity Awards and establish the terms thereof (to the extent permitted by applicable

law); 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(w) 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 Effective Date, the aggregate number of shares of Common

Stock that are available to be issued pursuant to Equity Awards from and after the Effective Date

is 250,000,000 shares, plus 115,950 shares of Common Stock from the 2015 Plan’s previously

available reserve plus the number of shares of Common Stock that become available for issuance

under the Plan pursuant to Section 1(d) with respect to stock awards under the Prior Plans after

the Effective Date (collectively, the “Share Reserve”).1 For example, if a stock option under the

2015 Plan that is outstanding at the Effective Date covers 1,000 shares of 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 Common Stock have then become available for Equity

Awards under the Plan. If instead that same stock option is exercised in full under the 2015 Plan,

then the 1,000 shares of Common Stock to which that option relates will never become available

under the Plan. For clarity, the number of shares of Common Stock available for future Equity

Awards will increase as shares of Common Stock covering stock awards under the Prior Plans

again become available for Equity Awards under the Plan in the future.

2 The maximum number of shares of Common Stock that may be issued pursuant to the exercise of Incentive

Stock Options has been adjusted to reflect the Reclassification and the Company’s 1-to-5 stock split on May 4,

2026. As of the Amendment Date, the maximum number of shares of Common Stock that may be issued

pursuant to the exercise of Incentive Stock Options after the Amendment Date is                     shares of

Common Stock, plus the maximum number of shares of Common Stock that may become available for issuance

under the Plan pursuant to Section 1(d) with respect to stock awards under the Prior Plans after the Amendment

Date.

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(ii)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. 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.

(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 was 590,788,590 as of the Effective Date, plus the maximum

number of shares of Common Stock that may become available for issuance under the Plan

pursuant to Section 1(d) with respect to stock awards under the Prior Plans after the Effective

Date.2

(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.

(e)Substitute Awards. Equity Awards granted or Common Stock issued by the

Company in assumption of, or in substitution or exchange for, awards previously granted, or the

right or obligation to make future awards, by an Entity acquired by the Company or any

Subsidiary or with which the Company or any Subsidiary combines shall not reduce the Share

Reserve. Additionally, in the event that an Entity acquired by the Company or any Subsidiary, or

with which the Company or any Subsidiary combines, has shares available under a pre-existing

plan approved by stockholders and not adopted in contemplation of such acquisition or

combination, the shares available for grant pursuant to the terms of such pre-existing plan (as

adjusted, to the extent appropriate, using the exchange ratio or other adjustment or valuation ratio

or formula used in such acquisition or combination to determine the consideration payable to the

holders of common stock of the Entities party to such acquisition or combination) may be used

for Equity Awards under the Plan and shall not reduce the Share Reserve; provided, however,

that Equity Awards using such available shares (i) shall not be made after the date awards could

have been made under the terms of the pre-existing plan, absent the acquisition or combination,

(ii) shall only be made to individuals who were not Employees or other service providers of the

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Company or its Subsidiaries at the time of such acquisition or combination, and (iii) shall comply

with the requirements of any stock exchange or market on which the Common Stock is traded,

listed or quoted.

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 Shareholders. A Ten Percent Shareholder 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 eligible to be registered on a Registration Statement on Form S-8 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 Form S-8, unless the Company determines that such

grant need not comply with the requirements of Form S-8 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

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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

Shareholders, 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 Shareholders, 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

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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.

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(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 thirty (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) to the maximum extent permitted by Section 409A of the Code, 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

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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 twelve (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 (6) 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 twelve (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

(6) 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.

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(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 (6) 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 (6) 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. 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. The Company will not be required to exercise

its repurchase right until at least six (6) 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.

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. 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.

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(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 Awards 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 Restricted Stock Unit

Award 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.

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(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.

(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 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

register under the Securities Act the Plan, any Equity Award or any Common Stock issued or

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

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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)Shareholder 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

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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 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; (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

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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. It is intended that all Equity Awards shall be

granted in a manner that is compliant with or exempt from the requirements of Section 409A of

the Code, and the Plan and Equity Award Agreements shall be governed, interpreted and

enforced consistent with such intent. 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. If an Equity Award includes a “series

of installment payments” (within the meaning of Section 1.409A-2(b)(2)(iii) of the Treasury

Regulations), the Participant’s right to the series of installment payments will be treated as a

right to a series of separate payments and not as a right to a single payment.

(l)Clawback/Recoupment. Equity Awards will be subject to recoupment in

accordance with any clawback policy that the Company adopts or is required to adopt pursuant to

the listing standards of any national securities exchange or association on which the Company’s

securities are listed or as is otherwise required by the Rule 10D-1 under the Exchange Act or

other applicable law. In addition, the Board may impose such other clawback, recovery or

recoupment provisions in an Equity Award Agreement as the Board determines necessary or

appropriate, including a reacquisition right in respect of previously acquired shares of Common

Stock or other cash or property upon the occurrence of misconduct. No recovery of

compensation under such a clawback policy will be an event giving rise to a right to resign for

“good reason” or be deemed a “constructive termination” (or any similar term) as such terms are

used in any agreement between any Participant and the Company.

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), type and maximum number

of securities subject to the Plan pursuant to Section 3(a); (ii) the class(es), type 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), type and number of securities and price per share

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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 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

shareholders 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;

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(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

December 10, 2034. 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.CHOICE OF LAW.

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

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

12.ARBITRATION.

As a condition to participation in the Plan, each Participant agrees that any claim against

the Company or any of its Affiliates arising out of, relating to or in connection with the Plan will

be subject to binding arbitration in accordance with the terms of the Employee Arbitration and

Dispute Resolution Agreement and Class Action Waiver (the “Arbitration Agreement”) between

the Company and such Participant, and that, for the avoidance of doubt, any such claim arising

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out of, relating to or in connection with the Plan will constitute a Covered Claim (as defined in

the Arbitration Agreement) under the terms of the Arbitration Agreement.

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)“Amendment Date” means                                      .

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

(d)“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 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.

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

between the Participant and the Company defining such term, or in any severance plan in which

the Participant participates, or, 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; (v) such Participant’s

material violation or willful disregard of any Company policy; or (vi) 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.

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(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 shareholders 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 shareholders 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 shareholders 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

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

Notwithstanding the foregoing definition or any other provision of the 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)“Code” means the Internal Revenue Code of 1986, as amended, including any

applicable regulations and guidance thereunder.

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

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

(i)“Common Stock” means the Class A common stock of the Company, $0.001 par

value per share, or such other class or kind of shares or other securities as may be applicable

under Section 9.

(j)“Company” means Space Exploration Technologies Corp., a Texas corporation.

(k)“Consultant” means any person, including an advisor, who is (i) directly or

indirectly 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, subject in each case to Section 4(c) of the Plan.

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.

(l)“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 to a Consultant 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

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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.

(m)“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 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.

(n)“Director” means a member of the Board.

(o)“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 twelve (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.

(p)“Effective Date” means December 11, 2024.

(q)“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.

(r)“Entity” means a corporation, partnership, limited liability company or other

entity.

(s)“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.

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(t)“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.

(u)“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the

rules and regulations promulgated thereunder.

(v)“Exchange Act Person” means any natural person, Entity or “group” (within the

meaning of Section 13(d) or Section 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 shareholders 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 Section 14(d) of the

Exchange Act) that, as of the 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.

(w)“Fair Market Value” means, as of any date, (i) if the Common Stock is listed on

any established stock exchange or traded on any established market, the closing price of a share

of Common Stock as quoted on such exchange or market as reported in such source as the Board

deems reliable (or, if no sale of Common Stock is reported for such date, on the last preceding

date on which any sale shall have been reported); and (ii) in the absence of an established market

for the Common Stock, the value of Common Stock 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.

(x)“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.

(y)“Nonstatutory Stock Option” means an Option that does not qualify as an

Incentive Stock Option.

(z)“Officer” means any person designated by the Company as an officer.

(aa)“Option” means an Incentive Stock Option or a Nonstatutory Stock Option to

purchase shares of Common Stock granted pursuant to the Plan.

(bb)“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.

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(cc)“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.

(dd)“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).

(ee) “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.

(ff)“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.

(gg)“Plan” means this Space Exploration Technologies Corp. Amended and Restated

2024 Equity Incentive Plan.

(hh)“Restricted Stock Award” means an award of shares of Common Stock which is

granted pursuant to the terms and conditions of Section 6(a).

(ii)“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.

(jj)“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).

(kk)“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.

(ll)“Rule 405” means Rule 405 promulgated under the Securities Act.

(mm)“Securities Act” means the Securities Act of 1933, as amended.

(nn)“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.

(oo)“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.

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(pp)“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 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%.

(qq)“Ten Percent Shareholder” 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.