PROPOSAL 2APPROVAL OF THE THIRD AMENDED AND RESTATED
2010 STOCK INCENTIVE PLAN
Introduction
We are asking our stockholders to approve an amendment and restatement of our Second Amended and Restated 2010 Stock Incentive Plan, or
the Third Amended and Restated 2010 Plan, at the annual meeting of stockholders to, among other things, add an additional 11,950,000 shares under the plan. On April 6, 2010, our board of directors adopted the 2010 Stock Incentive Plan, which
was approved by our stockholders at the June 3, 2010 annual meeting of stockholders. Up to 6,000,000 shares of our common stock (subject to adjustment in the event of stock splits and other similar events) were reserved for issuance pursuant to
awards granted under the 2010 Stock Incentive Plan. On March 28, 2013, our board of directors adopted the Amended and Restated 2010 Stock Incentive Plan, or the Amended and Restated 2010 Plan, whereby an additional 3,000,000 shares of our
common stock were authorized to be issued under the 2010 Stock Incentive Plan, which was approved by our stockholders at the May 30, 2013 annual meeting of stockholders. As a result, up to 9,000,000 shares of our common stock (subject to
adjustment in the event of stock splits and other similar events) were reserved for issuance pursuant to awards granted under the Amended and Restated 2010 Plan. On March 19, 2015, our board of directors adopted an amendment to the Amended and
Restated 2010 Stock Incentive Plan, whereby an additional 10,000,000 shares of our common stock were authorized to be issued under the Amended and Restated 2010 Plan, which was approved by our stockholders at the May 27, 2015 annual meeting of
stockholders. As a result, up to 19,000,000 shares of our common stock (subject to adjustment in the event of stock splits and other similar events) were reserved for issuance pursuant to awards granted under the amendment to the Amended and
Restated 2010 Plan. On March 27, 2017, our board of directors adopted the Second Amended and Restated 2010 Stock Incentive Plan, or the Second Amended and Restated 2010 Plan, which was approved by our stockholders at the May 16, 2017
annual meeting of stockholders. The Second Amended and Restated 2010 Plan did not authorize any additional shares of our common stock for issuance under the plan, but, among other things, increased the limit on the maximum number of shares that may
be issued per participant per calendar year under the plan from 1,000,000 to 3,500,000 and was amended to provide participants with full equity acceleration upon a termination of employment due to the participants death or disability.
As of March 19, 2018, Contingent Option Awards (as defined below under the heading 2018 Contingent Option
Awards) totaling 2,185,000 shares have been granted under our Second Amended and Restated 2010 Plan, subject to stockholder approval of the Third Amended and Restated 2010 Plan. Upon stockholder approval of the Third Amended and Restated 2010
Plan, these Contingent Option Awards will use 1,859,443 shares remaining available for issuance under the Second Amended and Restated 2010 Plan as of March 19, 2018 and an additional 325,557 from the new share request. Therefore, upon
stockholder approval of the addition of 11,950,000 shares of our common stock under the Third Amended and Restated 2010 Plan, only 11,624,443 shares will remain available for future issuance.
As of March 19, 2018, stock options to purchase an aggregate of 17,433,722 shares of common stock were outstanding under all of our
equity incentive plans in the aggregate with a weighted average exercise price of $2.22 and a weighted average remaining contractual life of 7.07 years. Also, as of March 19, 2018, 1,471,250 restricted stock awards were outstanding under all
equity incentive plans in aggregate. No other awards were outstanding under any equity incentive plans. Upon stockholder approval of the Third Amended and Restated 2010 Plan, and giving effect to the Contingent Option Awards to purchase 2,185,000
shares of common stock outstanding as of March 19, 2019, there were stock options to purchase an aggregate of 19,618,722 shares of common stock outstanding under all of our equity incentive plans with a weighted average exercise price of $2.05
and a weighted average remaining contractual life of 7.4 years.
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