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decisions, determinations and interpretations made in good faith by the compensation committee with respect to the 2014 Plan and the terms and conditions of or operation of any award
are final and binding on all participants, beneficiaries, heirs, assigns or other persons holding or claiming rights under the 2014 Plan or any award.
The aggregate number of shares of our common stock which may be issued or used for reference purposes under the 2014 Plan or with
respect to which awards may be granted, subject to the automatic increase provisions described below, may not exceed 704,000 shares, which may be either authorized and unissued shares of our common
stock or shares of common stock held in or acquired for our treasury. In general, if awards under the 2014 Plan are for any reason cancelled, or expire or terminate unexercised, the number of shares
covered by such awards will again be available for the grant of awards under the 2014 Plan. In addition, (i) shares used to pay the exercise price of a stock option and (ii) shares
delivered to or withheld by us to pay the withholding taxes related to an award do not count as shares issued under the 2014 Plan.
The number of shares of common stock authorized under the 2014 Equity Incentive Plan also will be increased each January 1 starting in 2015 by an amount equal to the lesser of
(i) four percent (4%) of our outstanding common stock on a fully diluted basis as of the end of our immediately preceding fiscal year, and (ii) any lower amount determined by our board
prior to each such January 1. In no event shall the number of shares of our common stock available for issuance pursuant to incentive options exceed 14,080,000 shares of common stock.
Members of our board of directors, as well as employees of, and consultants to, us or any of our subsidiaries and affiliates are
eligible to receive awards under the 2014 Plan. The selection of participants is within the sole discretion of the compensation committee.
Incentive stock options are intended to qualify as incentive stock options under Section 422 of the Internal Revenue Code and
will be granted pursuant to incentive stock option agreements. The plan administrator will determine the exercise price for an incentive stock option, which may not be less than 100% of the fair
market value of the stock underlying the option determined on the date of grant. In addition, incentive options granted to employees who own, or are deemed to own, more than 10% of our voting stock,
must have an exercise price not less than 110% of the fair market value of the stock underlying the option determined on the date of grant.
Nonstatutory stock options are not intended to qualify as incentive stock options under Section 422 of the Internal Revenue Code
and will be granted pursuant to nonstatutory stock option agreements. The plan administrator will determine the exercise price for a nonstatutory stock option.