UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.  )

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Preliminary Proxy Statement

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	¨	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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	¨	Definitive Proxy Statement

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	¨	Definitive Additional Materials

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	¨	Soliciting Material Pursuant to §240.14a-12

CERES, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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CERES, INC.
1535 Rancho Conejo Boulevard
Thousand Oaks, CA 91320

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MARCH 12, 2015

APRIL 5, 2016

To Our Stockholders:

An Annual Meeting of Stockholders of Ceres, Inc., a Delaware corporation (the “Company”, “we”, “us” or “our”), will be held on March 12, 2015,April 5, 2016, at 11:00 a.m., Pacific StandardDaylight Time, at the Hyatt Westlake Plaza Hotel, 880 S. Westlake Blvd., Westlake Village, CA 91361 for the following purposes:

1.

To elect threeone Class III directors, eachI director to serve a three-year term expiring at our Annual Meeting of Stockholders in 20182019 or until his or her successor is elected and has been qualified or his or her earlier resignation or removal;

2.

To ratify and approve the Second Amended and Restated Ceres, Inc. 2011 Equity Incentive Plan;

3.

To approve an amendment to our Amended and Restated Certificate of Incorporation to effect a reverse split of our outstanding shares of common stock, par value $0.01 per share, by a ratio in the range of 1-for-81-for-10 and 1-for-11,1-for-20, as determined in the sole discretion of our Board of Directors;

3.4.

To approve an amendment to our Amended and Restated Certificate of Incorporation to decrease the number of shares of authorized Common Stock from 240,000,000 to 80,000,000; implementation of this proposal is conditioned upon the approval and implementation of proposal 3; if proposal 3 is not approved and implemented, then this proposal will not be implemented;

5.

To ratify the appointment of KPMG LLP_______ as the independent registered public accounting firm to serve as the Company’s independent auditor for the fiscal year ending August 31, 2015;2016; and

4.6.

To transact such other business as may properly be brought before the Annual Meeting or any adjournment or postponement thereof.

Only holders of record of Common Stock as reflected on the stock transfer books of the Company at the close of business on January 20, 2015,February 8, 2016, will be entitled to notice of and to vote their shares at the meeting. All stockholders are cordially invited to attend the meeting.

YOUR VOTE IS IMPORTANT. PLEASE COMPLETE AND RETURN THE ENCLOSED PROXY IN THE ENVELOPE PROVIDED WHETHER OR NOT YOU INTEND TO BE PRESENT AT THE MEETING IN PERSON. IF YOU ATTEND THE MEETING, YOU MAY CONTINUE TO HAVE YOUR SHARES VOTED AS INSTRUCTED IN THE PROXY OR YOU MAY WITHDRAW YOUR PROXY AT THE MEETING AND VOTE YOUR SHARES IN PERSON.

This proxy statement and form of proxy are being sent to our stockholders on or about February 11, 2015.March [7], 2016.

By Order of the Board of Directors,

Richard Hamilton
President and CEO
February 11, 2015March [7], 2016

IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING. PLEASE SIGN, DATE AND MAIL THE ENCLOSED PROXY IN THE ENCLOSED ENVELOPE WHICH REQUIRES NO POSTAGE IN THE UNITED STATES.

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PROXY STATEMENT

The Board of Directors of Ceres, Inc., a Delaware corporation (the “Company”, “we”, “us”, or “our”), is soliciting proxies in the form enclosed with this proxy statement for use at the Company’s Annual Meeting of Stockholders to be held on March 12, 2015,April 5, 2016, at 11:00 a.m., Pacific StandardDaylight Time, at the Hyatt Westlake Plaza Hotel, 880 S. Westlake Blvd., Westlake Village, CA 91361, and any adjournments thereof (the “Meeting”). This proxy statement and form of proxy are being sent to our stockholders on or about February 11, 2015.March 7, 2016.

GENERAL INFORMATION ABOUT VOTING

How Proxies Work

The Company’s Board of Directors is asking for your proxy. Giving us your proxy means that you authorize us to vote your shares at the Meeting in the manner that you direct, or if you do not direct us, in the manner as recommended by the Board of Directors in this proxy statement.

Who May Vote

Holders of the Company’s common stock, par value $0.01 per share (the “Common Stock”), at the close of business on January 20, 2015February 8, 2016 are entitled to receive notice of and to vote their shares at the Meeting. As of January 20, 2015,February [8], 2016, there were 48,261,466[14,685,700] shares of Common Stock outstanding. Unvested shares of restricted Common Stock granted under the Ceres, Inc. Amended and Restated 2011 Equity Incentive Plan are entitled to vote at the Meeting and are included in the above number of outstanding shares of Common Stock. Each share of Common Stock is entitled to one vote on each matter properly brought before the Meeting.

How to Vote

You may vote in person at the Meeting or by proxy. We recommend that you vote by proxy even if you plan to attend the Meeting in person. You may change your vote at the Meeting in one of the ways described below. All shares represented by proxies that have been properly voted and not revoked will be voted at the Meeting. If you sign and return your proxy card, but do not give voting instructions, the shares represented by that proxy will be voted as follows:

“FOR” the election of each of the nomineesnominee for director listed in Proposal 1;

“FOR” the ratification and approval of the Second Amended and Restated Ceres, Inc. 2011 Equity Incentive Plan described in Proposal 2;

“FOR” the approval of an amendment to our Amended and Restated Certificate of Incorporation (“Certificate of Incorporation”) to give effect to the reverse stock split;

“FOR” the approval of an amendment to our Amended and Restated Certificate of Incorporation to decrease the number of shares of authorized common stock from 240,000,000 to 80,000,000; implementation of this proposal is conditioned upon the approval and implementation of proposal 3; if proposal 3 is not approved and implemented, then this proposal will not be implemented; and

“FOR” the ratification of the appointment of KPMG LLP_______ as the independent registered public accounting firm to serve as Ceres’ independent auditor for the fiscal year ending August 31, 2015.2016.

There are no other matters that the Board of Directors intends to present, or has reason to believe others will present, for action at the Meeting. If you choose to vote by proxy, simply mark your proxy, date and sign it, and return it in the enclosed postage-paid envelope. If you attend the Meeting, you will be able to vote your shares, even if you have already voted by mail. If your shares are held in the name of a bank, broker or other holder of record, you must obtain a proxy, executed in your favor, from the holder of record to be able to vote at the Meeting.

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Revoking a Proxy

You may revoke your proxy at any time before it is voted at the Meeting by:

prior to the Meeting, providing written notice of revocation to the corporate secretary of the Company bearing a date later than the date of the proxy and stating that the proxy is revoked;

prior to the Meeting, submitting a new proxy relating to the same shares of Common Stock bearing a later date; or

attending the Meeting and voting in person.

The last vote you submit chronologically (by any means) will supersede your prior vote(s). Your attendance at the Meeting will not, by itself, revoke your proxy.

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If your shares are held in the name of a bank, broker or other holder of record, you may change your vote by submitting new voting instructions to your bank, broker or other holder of record. You must contact your bank, broker or other holder of record to find out how to do so.

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Quorum

In order to carry on the business of the Meeting, we must have a quorum. This means that at least a majority of the outstanding shares eligible to vote must be represented at the Meeting, either in person or by proxy. Abstentions and broker non-votes are counted as present and entitled to vote for purposes of determining a quorum. Treasury shares, which are shares owned by the Company itself, are not voted and do not count for this purpose.

Votes Needed

All votes will be tabulated by the Inspector of Election appointed for the Meeting. Brokers or other nominees who hold shares of Common Stock in “street name” for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from beneficial owners. However, without specific instruction from the beneficial owner, brokers are not allowed to exercise their voting discretion with respect to matters which are considered “non-routine”. These non-voted shares are sometimes referred to as “broker non-votes”. Only Proposal 35 (Ratification of Appointment of Independent Registered Public Accounting Firm) is considered a routine matter. Proposal 1 (Election of Directors)Director), Proposal 2 (Ratification and Approval of Second Amended and Restated Ceres, Inc. 2011 Equity Incentive Plan) Proposal 23 (To Approve An Amendment To Our Amended and Restated Certificate of Incorporation to Effect a Reverse Stock Split of Our Outstanding Common Stock;)Stock at the Discretion of the Board of Directors), and Proposal 4 (Approval of an Amendment to our Amended and Restated Certificate of Incorporation to Decrease the Number of Shares of Authorized Common Stock) are considered non-routine matters and, without your instruction, your broker generally cannot vote your shares. Stockholder approval of each proposal requires the following votes: In addition, implementation of Proposal 4 is conditioned upon the approval and implementation of Proposal 3; if Proposal 3 is not approved and implemented, then Proposal 4 will not be implemented;

Proposal 1 (Election of Directors)Director).  Election of directors is by a plurality of the votes cast at the Meeting with respect to such election. Accordingly, the three nomineesnominee receiving the greatest number of votes will be elected. Abstentions, broker non-votes and instructions on the accompanying proxy card to withhold authority to vote with respect to a nominee will result in that nominee receiving fewer votes for election.

Proposal 2 (Ratification and Approval of Second Amended and Restated Ceres, Inc. 2011 Equity Incentive Plan). The affirmative vote of the holders of a majority of the voting power of the shares present or represented at the Meeting and entitled to vote on the matter is required to ratify and approve the Second Amended and Restated Ceres, Inc. 2011 Equity Incentive Plan. Abstentions with respect to Proposal 2 will be treated as shares that are present or represented at the Meeting, but will not be counted in favor of Proposal 2. Accordingly, an abstention with respect to Proposal 2 will have the same effect as a vote “AGAINST” Proposal 2. Brokers generally do not have discretionary authority to vote on the ratification and approval of the Second Amended and Restated Ceres, Inc. 2011 Equity Incentive Plan without instruction from the beneficial owner. Therefore, broker non-votes will have no impact on Proposal 2 because shares that have not been voted by brokers are not considered “shares present” for voting purposes.

Proposal 3 (To Approve an Amendment to Our Amended and Restated Certificate of Incorporation to Effect a Reverse Split Ofof Our Outstanding Common Stock at the Discretion of the Board of Directors).  The affirmative vote of the holders of a majority of our Common Stock present in person or represented by proxy at the meeting and entitled to vote on the matter is required to approve the amendment to our Certificate of Incorporation to give effect to the reverse stock split. Abstentions with respect to Proposal 23 will be treated as shares that are present or represented at the Meeting, but will not be counted in favor of Proposal 2.3. Accordingly, an abstention with respect to Proposal 23 will have the same effect as a vote “AGAINST” Proposal 2.3. Brokers generally do not have discretionary authority to vote on the approval of an amendment to our Certificate of Incorporation to effect a reverse stock split without instruction from the beneficial owner. Therefore, broker non-votes with respect to Proposal 23 will have the same effect as a vote “AGAINST” Proposal 2.3.

Proposal 4 (Approval of an Amendment to our Amended and Restated Certificate of Incorporation to Decrease the Number of Shares of Authorized Common Stock).   The affirmative vote of the holders of a majority of our capital stock entitled to vote generally in the election of directors is required to approve the amendment to our Amended and Restated Certificate of Incorporation to decrease the number of shares of authorized common stock from 240,000,000 to 80,000,000. Abstentions with respect to Proposal 4 will be treated as shares that are present or represented at the Meeting, but will not be counted in favor of Proposal 4. Accordingly, an abstention with respect to Proposal 4 will have the same effect as a vote “AGAINST” Proposal 4. Brokers generally do not have discretionary authority to vote on the approval of an amendment to our Amended and Restated Certificate of Incorporation to decrease the number of shares of authorized common stock without instruction from the beneficial owner. Therefore, broker non-votes with respect to Proposal 4 will have the same effect as a vote “AGAINST” Proposal 4. In addition, implementation of Proposal 4 is conditioned upon the approval and implementation of Proposal 3; if Proposal 3 is not approved and implemented, then Proposal 4 will not be implemented;

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Proposal 5 (Ratification of Appointment of Independent Registered Public Accounting Firm).  The affirmative vote of the holders of a majority of our Common Stock present in person or represented by proxy at the meeting and entitled to vote on the matter is required to ratify the appointment of KPMG LLP_______ as the independent registered public accounting firm to serve as Ceres’s independent auditor for the fiscal year ending August 31, 2015.2016. Abstentions with respect to Proposal 35 will be treated as shares that are present or represented at the Meeting, but will not be counted in favor of Proposal 3.5. Accordingly, an abstention with respect to Proposal 35 will have the same effect as a vote “AGAINST” Proposal 3.5. Brokers generally have discretionary authority to vote on the ratification of our independent registered public accounting firm. Therefore, broker non-votes are not expected to result from the vote on Proposal 3.5.

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Householding of Proxy Materials

Some banks, brokers and other nominee record holders may be participating in the practice of “householding” proxy statements. This means that only one copy of this proxy statement may have been sent to multiple stockholders in your household. We will promptly deliver a separate copy of this proxy statement and form of proxy to you if you write or call us at the following address or phone number: 1535 Rancho Conejo Boulevard, Thousand Oaks, CA 91320, Attention: General Counsel, phone: 805-376-6500. If you want to receive separate copies of our proxy statements in the future, or if you are receiving multiple copies and would like to receive only one copy for your household, you should contact your bank, broker or other holder of record, or you may contact us at the above address and phone number.

Solicitation of Proxies

The Company will pay the expenses of soliciting proxies. Proxies may be solicited on our behalf by directors, officers or employees of the Company, without additional remuneration, in person or by telephone, by mail, electronic transmission and facsimile transmission. Brokers, custodians and fiduciaries will be requested to forward proxy soliciting material to the owners of Common Stock held in their names and, as required by law, the Company will reimburse them for their reasonable out-of-pocket expenses for this service.

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FORWARD LOOKING STATEMENTS

Certain statements that we make from time to time, including statements contained in this proxy statement constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. All statements, other than statements of historical facts contained in this proxy statement, including statements regarding our efforts to develop and commercialize our products, anticipated yields and product performance, our short-term and long-term business strategies, market and industry expectations and future results of operations and financial position, including anticipated cost savings and projected cash expenditures from our restructuring plan and liquidity, are forward-looking statements. In many cases, you can identify forward-looking statements by terms such as “may”, “will”, “should”, “expect”, “plan”, “anticipate”, “could”, “intend”, “target”, “project”, “contemplate”, “believe”, “estimate”, “potential”, “continue” or other similar words.

We based these forward-looking statements largely on our current expectations and projections about future events or trends that we believe may affect our business and financial performance. These forward-looking statements involve known and unknown risks and uncertainties that may cause our actual results, performance or achievements to materially differ from any future results, performance or achievements expressed or implied by these forward-looking statements. We have described in our other filings with the Securities and Exchange Commission, or the SEC, the material risks and uncertainties that we believe could cause actual results to differ from these forward-looking statements. Because forward-looking statements are inherently subject to risks and uncertainties, some of which we cannot predict or quantify, you should not rely on these forward-looking statements as guarantees of future results, performance or achievements.

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The forward-looking statements in this proxy statement represent our views as of the date of this proxy statement. We undertake no obligation to update publicly, except to the extent required by law, any forward-looking statements for any reason after the date of this proxy statement to conform these statements to actual results or to changes in our expectations.

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MATTERS FOR APPROVAL AT THE MEETING

PROPOSAL 1: ELECTION OF DIRECTORS

DIRECTOR

Board of Directors

Our Board of Directors currently consists of nineseven members. Our amended and restated certificate of incorporation and our amended and restated bylaws permit our Board of Directors to establish by resolution the authorized number of directors.

Our amended and restated certificate of incorporation and our amended and restated bylaws provide for a classified Board of Directors consisting of three classes, with staggered three-year terms as follows:

Class I directors, whose term expires at the annual meeting of stockholders to be held in 2016;Meeting.

Class II directors, whose term expires at the annual meeting of stockholders to be held in 2017; and

Class III directors, whose term will expireexpires at the Meeting.annual meeting of stockholders to be held in 2018.

At each annual meeting of stockholders, upon expiration of the term of a class of directors, directors in that class will be elected for three-year terms at the annual meeting of stockholders held in the year in which that term expires. Each director’s term continues until the election and qualification of his or her successor, or his or her earlier death, resignation or removal.

The Class I directors currently consist of Robert Goldberg, Ph.D., Aflalo Guimaraes, and Thomas Kiley and Steven Koonin, Ph.D.;Kiley; the Class II directors consist of Richard Flavell, Ph.D. and Richard Hamilton, Ph.D.; and the Class III directors consist of Pascal Brandys Daniel Glat, and Cheryl Morley. Messrs. Guimaraes and Kiley advised us that they have chosen not to stand for reelection at the Meeting

The classification of our Board of Directors may have the effect of delaying or preventing changes in our control or management.

Board Nominees

Based upon the recommendation of our Nominating and Corporate Governance Committee, our Board of Directors has nominated Mr. Brandys, Mr. Glat, and Ms. MorleyGoldberg for re-election as directorsa director to the Board of Directors. If elected, eachthe director nominee would serve a three-year term expiring at our 20182019 Annual Meeting or until his successor is elected and has been qualified or his earlier resignation or removal. Biographical information for each of the nomineesnominee is furnished below under “Director Biographical Information.” For information regarding the compensation of non-employee directors, see “Director Compensation” below.

We have inquired of eachthe nominee and have determined that eachhe will serve if elected. While our Board of Directors does not anticipate that any of the nominees will be unable to serve, if anythe nominee is not able to serve, proxies will be voted for a substitute nominee unless our Board of Directors chooses to reduce the number of directors serving on the Board of Directors.

The Board of Directors recommends a vote “FOR” the election of these nomineesthe nominee as directors.a director.

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The following table sets forth information as of January 20, 2015February 8, 2016 regarding each nominee and each person whose term of office as a director will continue after the Meeting.

Name		Age		Position
NameCheryl Morley(1)(2)		Age		Position
Cheryl Morley(1)(2)		6061		Chair of the Board of Directors
Pascal Brandys(1)		5657		Director
Richard Flavell, Ph.D. (2)		7172		Director
Daniel Glat(2)		58		Director
Robert Goldberg, Ph.D.(3)		70		Director
Aflalo Guimaraes(2)(3)		4571		Director
Richard Hamilton, Ph.D.		5253		Director, President and Chief Executive Officer

(1) Member of Audit Committee
(2) Member of Compensation Committee
(3) Member of the Nominating and Corporate Governance Committee

Thomas Kiley(1)(3)	8		71		Director
Steven Koonin, Ph. D.(1)		63		Director

(1)

Member of Audit Committee

(2)

Member of Compensation Committee

(3)

Member of the Nominating and Corporate Governance Committee

Director Biographical Information

Cheryl Morley, Chair of the Board of Directors

Ms. Morley has served on our Board of Directors since August 2011 and as Chair of the Board since September 2014. She was Senior Vice President of Corporate Strategy with Monsanto Company from 2003 to 2009, president of the Animal Agricultural Group from 1997 to 2003 and held a number of other leadership positions at Monsanto and its subsidiaries from 1983 to 1997. She also led the marketing and business development efforts for Monsanto’s NutraSweet product. Ms. Morley has served as a board member of Fleming Pharmaceuticals since March 2010 and the Missouri Botanical Gardens since June 2006. Ms. Morley has served as a board member and finance committee member for Mercy Health System since June 2012. From March 2009 to October 2010, she served as a board member for Mercy Health Plans. Ms. Morley was chair of the board and a member of the audit and compensation committees of the Nidus Center for Scientific Enterprise from September 2003 to October 2010. She was presiding director, chair of the nominating and governance committee and a member of the audit committee for Indevus Pharmaceuticals from June 2002 to March 2009. She holds a B.S. degree from the University of Arizona and is a Certified Public Accountant. Ms. Morley brings extensive experience in finance, service on numerous boards and an understanding of the seed business to our Board of Directors.

Pascal Brandys, Director

Mr. Brandys has served on our Board of Directors sincefrom December 1997 until March 2014. He rejoined the Board in September 2014. Mr. Brandys is the President and managing member of Biobank Technology Ventures, LLC, an early-stage life sciences investment company which he co-founded in 2001. He was previously a co-founder of the genomics company, Genset S.A., and also served as its Chairman and Chief Executive Officer from 1989 to 2000. Mr. Brandys is currently a director of several private companies and previously served as a director of Ilog S.A. and Innogenetics N.V. He holds an M.S. in Economic Systems from Stanford University and is a graduate of the Ecole Polytechnique of Paris. Mr. Brandys brings extensive business experience in the genomics field and experience as an executive and an investment professional to our Board of Directors.

Richard Flavell, Ph.D., FRS, CBE, Director

Dr. Flavell has served on our Board of Directors since June 2009. Dr. Flavell joined Ceres in 1998 and served as Chief Scientific Officer from 1998 until October 2012, when he became our Chief Scientific Advisor on a consultancy basis. Since 2001, Dr. Flavell has been an Adjunct Professor in the Department of Molecular, Cellular and Developmental Biology at the University of California, Los Angeles. From 1987 to 1998, Dr. Flavell was the Director of the John Innes Centre in Norwich, England, a premier plant and microbial research institute. He has published over 200 scientific articles, lectured widely and contributed significantly to the development of modern biotechnology in agriculture. Dr. Flavell is an expert in cereal plant genomics, having produced the first molecular maps of plant chromosomes to reveal the constituent

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sequences. In 1999, Dr. Flavell was named a Commander of the British Empire for his contributions to plant and microbial sciences. Dr. Flavell received his Ph.D. from the University of East Anglia and has been a Fellow of European Molecular Biology Organization since 1990 and of The Royal Society of London since 1998. Dr. Flavell brings extensive experience and knowledge of plant biotechnology to our Board of Directors.

Daniel Glat, Director

Mr. Glat has served on our Board of Directors since June 2013. He has been a principal of Glat & Associates, an agribusiness consultancy firm in Brazil, since June 2011. He previously spent 25 years working for Pioneer Hi-Bred International, Inc., a Dupont business, including 21 years in Brazil. From August 2007 to June 2011, he served as the director for international operations, where he was responsible for Pioneer’s activities in Latin America, Africa and Asia. During this time he also served on the board of directors of Pioneer Hi-Bred International, Inc. From January 1998 to August 2007, Mr. Glat was president of Pioneer’s Brazilian subsidiary, Pioneer Sementes Ltda., having previously held various sales, marketing and business leadership roles at the subsidiary. Mr. Glat owns a farming operation in the Brazilian state of Tocatins. He received his B.S. and M.S. in Agronomy and Plant Genetics from the University of Arizona. Mr. Glat brings considerable international experience in agribusiness to our Board of Directors.

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Robert Goldberg, Ph.D., Director

Dr. Goldberg is a Distinguished Professor of Molecular, Cell and Developmental Biology at the University of California, Los Angeles and a founder of Ceres. He has been a Professor at the University of California, Los Angeles since 1976, teaching genetic engineering and studying the genes that are required for seed formation. Dr. Goldberg is a member of the National Academy of Sciences and has consulted extensively in the agriculture and biotechnology industries. Dr. Goldberg has served as a director of Ceres since 1996. Dr. Goldberg received his Bachelor’s Degree in botany from Ohio University, his Ph.D. in plant genetics from the University of Arizona, and was a Postdoctoral Fellow in developmental biology at the California Institute of Technology. Dr. Goldberg brings extensive experience in the agriculture and biotechnology industries to our Board of Directors.

Aflalo Guimaraes, Director

Mr. Guimaraes has served on our Board since December 2014. He is a Managing Director of the Invus Group. He joined Invus in 1998. Prior to joining Invus, Mr. Guimaraes was at Marakon Associates where as a manager he led strategic consulting engagements for large multinational companies in a wide range of industries including financial services, retail and consumer products. Previously he worked at the Federal Reserve Bank. He holds an MBA from the University of Pennsylvania’s The Wharton School and a BA in Economics and Political Science from Yale University. He also serves on the boards and audit committees of a number of private companies. Mr. Guimaraes brings extensive financial and business expertise to our Board of Directors.

Richard Hamilton, Ph.D., President, Chief Executive Officer and Director

Dr. Hamilton joined Ceres in 1998. He served as our Chief Financial Officer until September 2002, at which time he was appointed President and Chief Executive Officer. He has served on our Board of Directors since 2002. In addition to his leadership role at Ceres, Dr. Hamilton sits on the Keck Graduate Institute Advisory Council and he was a founding member of the Council for Sustainable Biomass Production. He has served on the U.S. Department of Energy’s Biomass Research and Development Technical Advisory Committee and has been active in the Biotechnology Industry Organization where he has served as Vice Chairman of the organization, chaired its Food and Agriculture Governing Board and served in other leadership roles. From 1992 to 1997, Dr. Hamilton was a principal at Oxford Bioscience Partners, one of the leading investors in the genomics field and a founder of Ceres. From 1990 to 1991, he was a Howard Hughes Medical Institute Research Fellow at Harvard Medical School. Dr. Hamilton holds a Ph.D. in molecular biology from Vanderbilt University. Dr. Hamilton brings extensive management experience and biotechnology and renewable energy industry expertise to our Board of Directors.

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Thomas Kiley, Director

Mr. Kiley has served as a director of Ceres since May 2003. He became the first general counsel of Genentech in February 1980 and later served as its vice president for corporate development until 1988. Previously, Mr. Kiley practiced intellectual property litigation as a partner of Lyon & Lyon from June 1969 until January 1980. Mr. Kiley has served as a director of Transcept Pharmaceuticals, Inc., a publicly traded pharmaceutical company since February 2004. He also serves as a director of several privately-held development stage companies. From July 1996 to May 2013, Mr. Kiley served as a director of Geron, Inc., a publicly traded biopharmaceutical company. He received his B.S. in chemical engineering from The Pennsylvania State University and his J.D. from The George Washington University School of Law. He is a member of the State Bar of California. Mr. Kiley brings extensive experience as an intellectual property attorney and director of other public companies to our Board of Directors.

Steven Koonin, Ph.D., Director

Dr. Koonin has served on our Board of Directors since August 2012. He has been the director of the Center for Urban Science and Progress since its creation by New York University in April 2012. Prior to his current role, Dr. Koonin served as Undersecretary for Science at the U.S. Department of Energy from May 2009, following his confirmation by the U.S. Senate, until November 2011. Prior to joining the government, Dr. Koonin spent five years, from March 2004 to May 2009, as Chief Scientist for BP, p.l.c. From September 1975 to July 2006, Dr. Koonin was a professor of theoretical physics at Caltech and was the institute’s Provost from February 1995 to January 2004. His memberships include the U.S. National Academy of Sciences, the American Academy of Arts and Sciences and the Council on Foreign Relations. He has been a member of the JASON advisory group from July 1988 to May 2009, and from November 2011 to present, and served as the group’s chair from 1998 to 2004. He also has served as an independent governor of the Los Alamos and Lawrence Livermore National Security LLCs since July 2012. Dr. Koonin holds a B.S. in Physics from Caltech and a Ph.D. in Theoretical Physics from MIT and has been an adjunct staff member at the Institute for Defense Analyses since 1999. Dr. Koonin brings extensive experience in science, energy and government to our Board of Directors.

Director Compensation

The following table sets forth information concerning the compensation of our directors during the year ended August 31, 2014:2015:

Name(1)		Fees earned or paid in cash ($)				Option awards ($)(2)				All other compensation ($)				Total ($)
Walter De Logi, Ph.D.(3)			71,000				4,375				—				75,375
Pascal Brandys(4)			28,125								—				28,125
Raymond Debbane(5)			33,500				4,375				—				37,875
Richard Flavell, Ph.D.			30,000				4,375				41,440	(6)			75,815
Daniel Glat			30,375				4,375				—				34,750
Robert Goldberg, Ph.D.			30,000				4,375				—				34,375
Thomas Kiley			43,500				4,375				—				47,875
Steven Koonin, Ph. D.			31,875				4,375				—				36,250
David Krieger(7)			33,500				4,375				—				37,875
Cheryl Morley			54,375				4,375				—				58,750
Edmund Olivier(8)			33,750								—				33,750

Name (1)		Fees earned or paid in cash ($)				Option awards ($) (2)				All other compensation ($)				Total ($)
Pascal Brandys (3)			32,375				5,766				—				38,141
Raymond Debbane (4)			17,831								—				17,831
Richard Flavell, Ph.D.			30,000				1,363				45,340	(5)			76,703
Daniel Glat (6)			29,637				1,363				—				31,000
Robert Goldberg, Ph.D.			32,625				1,363				—				33,988
Aflalo Guimaraes (7)			19,288				3,361				—				22,648
Thomas Kiley (8)			43,500				1,363				—				44,863
Steven Koonin, Ph. D. (9)			42,339				1,363				—				43,702
Cheryl Morley			76,875				1,363				—				78,238

(1)

Dr. Hamilton, our President and Chief Executive Officer, is not included in this table as he is an employee of the Company and does not receive additional compensation for his service as a director. All of the compensation paid to Dr. Hamilton for the services he provides to us is reflected in the Summary Compensation Table.

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(2)

The amounts in the “Option Awards” column reflect the aggregate grant date fair value of stock options granted during fiscal 2014,2015, computed in accordance with ASC Topic 718. The assumptions used by us in determining the grant date fair value of option awards and our general approach to our valuation methodology are set forth in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Stock-based Compensation” section of this Annual Report on Form 10-K.prospectus. These amounts do not correspond to the actual value that may be recognized by the non-employee directors.

(3)

On August 5, 2014, the Company announced the death of Dr. Walter De Logi, Chairman of the Board and a co-founder of Ceres.

(4)

Mr. Brandys had chosen not to be nominatedstand for re-election to the Board of Directors at the 2014 Annual Shareholder Meeting and left the Board of Directors in March 2014. On September 12, 2014, Mr. Brandys was elected to serve as a Class III director for a term beginning September 12, 2014 and expiring at the Company’s annual meeting of stockholders in 2015, to fill the vacancy on the Board.

(5)(4)

Mr. Debbane resigned from the Board of Directors in December 2014.

(6)(5)

Represents payments for consulting services performed under Dr. Flavell’s exclusive consultancy agreement described under “Narrative to director compensation table”Director Compensation Table” below.

(7)(6)

Mr. KriegerGlat resigned from the Board of Directors in May 2014.July 2015.

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(7)

Mr. Guimaraes has chosen not to stand for reelection at the Meeting;

(8)

Mr. Olivier hadKiley has chosen not to be nominatedstand for the Board of Directorsreelection at the 2014 Annual Shareholder Meeting and leftMeeting;

(9)

Mr. Koonin resigned from the Board of Directors in March 2014.July 2015.

Narrative to director compensation table.

Director Compensation Table.

Based on the recommendation of our Compensation Committee, our Board of Directors has adopted a compensation policy that is applicable to all of our non-employee directors. Under our Amended and Restated Non-employee Director Compensation Program, each non-employee director will receive an annual cash retainer and an annual stock option grant. In addition, upon initial appointment to the Board of Directors, each non-employee director will receive an initial stock option grant. In addition, committee members who serve on one or more of the Audit, Compensation or Nominating and Governance Committee of the Board of Directors will receive, for each committee he or she serves on, either an additional annual cash committee retainer or, in the case of a committee chair, a committee chair retainer paid in lieu of the committee retainer. If we elect a lead/non-executive chair of the Board of Directors, he or she will also receive an additional annual cash lead director retainer. All annual cash retainers are payable on a quarterly basis. The retainer and stock option amounts that we provide are as follows:

an annual retainer of $30,000, payable on a quarterly basis;

an initial stock option grant to purchase 11,6661,458 shares, to vest annually over three years;

an annual stock option grant to purchase 5,833729 shares, to vest 100% on January 31 of the year following the date of grant;

an annual retainer for committee members as follows: $7,500 for members of the audit and compensation committees, and $3,500 for members of the nominating and governance committee;

an annual retainer for committee chairs as follows: $15,000 for the chairs of the audit and compensation committees, and $6,000 for the chair of the nominating and governance committee;

an additional annual retainer of $30,000 for any non-employee director appointed as lead/non-executive chairchairman of the board of directors; and

reimbursement for reasonable out-of-pocket business expenses.

In connection with hisDr. Flavell’s retirement from the position of Chief Scientific Officer in October 2012, we entered into an exclusive consultancy agreement with Dr. Flavell.him. Pursuant to the consultancy agreement, Dr. Flavell will earn $2,000 per day for 20 to 25 days of service per year, and he agrees not to provide services to any other party in the field of commercial, for profit bioenergy crop activities. The consultancy agreement had an initial term of one year, effective October 11, 2012, and automatically renews for an undetermined amount of time, subject to termination by either party by giving six months’ notice. In

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June 2013, Dr. Flavell was granted an option to purchase 5,000625 shares of our Common Stock under the Amended and Restated Ceres, Inc. 2011 Equity Incentive Plan or the 2011 Plan, in connection with his consulting services.

In June 2013, we entered into a consulting agreement with Dr. Goldberg pursuant to which we reimburse him for reasonable out-of-pocket business expenses incurred in the performance of his consulting duties of up to $20,000 per year. In addition, Dr. Goldberg was granted an option to purchase 5,000 shares of our Common Stock under the 2011 Plan.

Board Leadership Structure

We do not have a formal policy on whether the same person should serve as the Chair of the Board and the Chief Executive Officer because we believe our Board of Directors should be able to freely select its leadership structure based on criteria that it deems to be in the best interests of the Company and its stockholders. Currently, the roles of the Chair and Chief Executive Officer are separated. The Board of Directors believes that having a non-employee director serve as its Chair is appropriate at this time because it strengthens the Board of Director’s independence and enables the Chief Executive Officer to focus on the management of our business.

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Risk Oversight

The Board of Directors is responsible for general oversight of company risk and risk management, and reviews management’s strategies for adequately mitigating and managing the identified risks. Although our Board of Directors administers this risk management oversight function, our Audit Committee supports our Board of Directors in discharging its oversight duties and addressing risks. Our Compensation Committee oversees management of risks relating to our compensation plans and programs. Our Board of Directors expects company management to consider risk and risk management in its business decisions, to develop and monitor risk management strategies and processes for day-to-day activities and to implement risk management strategies adopted by the committees and the Board of Directors.

Director Independence

Our Common Stock is listed on the NASDAQ Stock Market (“NASDAQ”).Market. Under the rules of the NASDAQ Stock Market, independent directors must comprise a majority of a listed company’s board of directors. In addition, the rules of the NASDAQ Stock Market require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and governance committees be independent. Audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act. Under the rules of the NASDAQ Stock Market, a director will only qualify as an “independent director” if, in the opinion of that company’s Board of Directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

In order to be considered to be independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors, or any other board committee: (1) accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries; or (2) be an affiliated person of the listed company or any of its subsidiaries.

Our Board of Directors has reviewed its composition, the composition of its committees and the independence of each director. Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, our Board of Directors has determined that none of Messrs. Brandys, Goldberg, Guimaraes, Glat, Goldberg,Flavell and Kiley and Koonin and Ms. Morley, representing sevensix of our nineseven directors, has a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent” as that term is defined under the rules of NASDAQ.the NASDAQ Stock Market.

Our Board of Directors also determined that Messrs. Brandys and Kiley Koonin and Ms. Morley, who comprise our Audit Committee, and Messrs. Guimaraes and GlatFlavell and Ms. Morley, who comprise our Compensation Committee, satisfy the independence standards for those committees established by applicable SEC rules and the rules of NASDAQ.The NASDAQ Stock Market. In making this determination, our Board of Directors considered the

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relationships that each non-employee director has with our company and all other facts and circumstances our Board of Directors deemed relevant in determining their independence, including the beneficial ownership of our capital stock held by each non-employee director.

Board Meetings

Our Board of Directors held fourteenthirteen meetings during fiscal year 2014.2015. Each incumbent director except for Messrs. Glat and Koonin, attended at least 75% of the meetings of the Board of Directors and the committees on which such director served in fiscal year 2014.2015. The Board of Directors regularly meets in executive session without management or other employees present. Our Board of Directors encourages all of our directors and nominees for director to attend our annual meeting of stockholders; however, attendance is not mandatory. One directorAll our directors attended our 20142015 annual meeting of stockholders.

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Committees of the Board of Directors

Our Board of Directors has established an Audit Committee, Compensation Committee and a Nominating and Corporate Governance Committee. Each committee has the composition and responsibilities described below.

Audit Committee

Our Audit Committee is comprised of Ms. Morley and Messrs. Kiley Koonin and Brandys, who is the chair of the Audit Committee. The composition of our Audit Committee meets the requirements for independence under the current NASDAQ Stock Market and SEC rules and regulations. Each member of our Audit Committee possesses financial sophistication as defined under the rules of NASDAQ.the NASDAQ Stock Market. Ms. Morley and Mr. Brandys are our “Audit Committee financial experts” as that term is defined in Item 407(d)(5)(ii) of Regulation S-K promulgated under the Securities Act. Being an “Audit Committee financial expert” does not impose on Ms. Morley or Mr. Brandys any duties, obligations or liabilities that are greater than are generally imposed on them as a member of our Audit Committee and our Board of Directors. During fiscal year 2014,2015, our Audit Committee met nineten times. Mr. Kiley’s term as a director will end on the date of the Meeting. Our Nominating and Corporate Governance Committee is evaluating alternatives regarding membership on our Audit Committee. A decision with respect to the appointment of an additional member to our Audit Committee will be made prior to the end of Mr. Kiley’s term to ensure continued compliance with NASDAQ Stock Market and SEC rules governing the composition of audit committees. Our Board of Directors has adopted a charter for our Audit Committee, which provides, among other things, that our Audit Committee will:

oversee our accounting and financial reporting processes and audits of our financial statements;

be directly responsible for the appointment, retention, compensation and oversight of the work of the independent registered public accounting firm;

have the sole authority to preapprove any non-audit services to be provided by the independent registered public accounting firm and to review with the lead audit partner whether any of the audit team members receive any discretionary compensation from the audit firm with respect to non-audit services performed by the independent registered public accounting firm;

actively engage in dialogue with the independent registered public accounting firm with respect to any disclosed relationships or services that may impact the objectivity and independence of the independent registered public accounting firm and recommend that the Board of Directors take appropriate action to oversee the independence of the independent auditor; and

discuss the adequacy of the Company’s internal control over financial reporting with the independent registered public accounting firm and management and review and discuss any changes implemented by management to address control deficiencies or to make controls more effective.

Report of the Audit Committee

The Audit Committee has reviewed and discussed with management the Company’s audited consolidated financial statements for the fiscal year ended August 31, 2014.2015. The Audit Committee has also discussed with KPMG LLP, the Company’s independent registered public accounting firm, the matters required to be discussed by the Statement on Auditing Standards No. 61, as amended (AICPA, Professional Standards, Vol. 1. AU section 380), as adopted by the Public Company Accounting Oversight Board in Rule 3200T.

The Audit Committee has received and reviewed the written disclosures and the letter from KPMG LLP required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning independence, and has discussed with KPMG LLP its independence.

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Based on the review and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended August 31, 20142015 for filing with the Securities and Exchange Commission.

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Audit Committee of the Board of Directors of Ceres, Inc.

Pascal Brandys (Chair), Cheryl Morley, and Thomas Kiley and Steven Koonin

The foregoing Report of the Audit Committee is not “soliciting material,” is not deemed “filed” with the SEC, and shall not be deemed incorporated by reference by any general statement incorporating by reference this proxy statement into any filing of ours under the Securities Act or the Exchange Act, except to the extent we specifically incorporate this report by reference.

Compensation Committee

Our Compensation Committee is comprised of Messrs. Glat andMr. Flavell, Mr. Guimaraes and Ms. Morley, who is the chair of the Compensation Committee. Mr. Edmund Olivier was a member andFlavell joined the chair of our Compensation Committee from its inception through his resignation from our Board of Directors in March 2014 and Mr. Walter De Logi was a member of our Compensation Committee from its inception until his death in August 2014.on October 11, 2015. The composition of our Compensation Committee meets the requirements for independence under the current NASDAQ Stock Market and SEC rules and regulations. The purpose of our Compensation Committee is to set compensation policy, administer compensation plans and recommend compensation for executive officers to the Board of Directors. During fiscal year 2014,2015, our Compensation Committee met fivethree times. Our Board of Directors has adopted a charter for our Compensation Committee, under which our Compensation Committee will discharge the responsibilities of our Board of Directors relating to compensation of our executive officers, and will, among other things:

establish the Company’s general compensation philosophy;

review and recommend that our Board of Directors approve the compensation of our executive officers;

review and recommend that our Board of Directors approve the compensation of our directors;

review and approve, or recommend that the Board of Directors approve, payouts under annual bonus and other performance-based compensation programs;

review and recommend that our Board of Directors approve new or existing long-term or equity-based compensation plans or arrangements and administer those plans or arrangements;

assist in developing succession and continuity plans for the CEO and other executive officers;

review and consult with the Board of Directors on our compensation and benefit plans to determine whether they create risks that are reasonably likely to have a material adverse effect on the company; and

	•	establish the Company’s general compensation philosophy;

	•	review and recommend that our Board of Directors approve the compensation of our executive officers;

	•	review and recommend that our Board of Directors approve the compensation of our directors;

	•	review and approve, or recommend that the Board of Directors approve, payouts under annual bonus and other performance-based compensation programs;

	•	review and recommend that our Board of Directors approve new or existing long-term or equity-based compensation plans or arrangements and administer those plans or arrangements;

	•	assist in developing succession and continuity plans for the CEO and other executive officers;

	•	review and consult with the Board of Directors on our compensation and benefit plans to determine whether they create risks that are reasonably likely to have a material adverse effect on the company; and

review, discuss with management, and approve the compensation, discussion and analysis when required in our public filings.

Compensation Committee Interlocks and Insider Participation

During fiscal 2014,2015, our Compensation Committee consisted of Mr. GlatGuimaraes and Ms. Morley, who is the chair of our Compensation Committee. In addition, Mr. Edmund Olivier was a member andFlavell joined the chair of our Compensation Committee from its inception through his resignation from our Board of Directors in March 2014 andon October 11, 2015. Mr. Walter De LogiDaniel Glat was a member of ourthe Compensation Committee from its inception until his deathresignation as a director in August 2014.July 2015. None of them has at any time during the last fiscal year been one of our officers or employees, nor have any of our executive officers served as a member of the Board of Directors, or as a member of the compensation or similar committee, of an entity that has one or more executive officers who served on our Board of Directors or Compensation Committee.Committee during fiscal 2015.

Nominating and Corporate Governance Committee

Our Board of Directors has established a Nominating and Corporate Governance Committee. Our Nominating and Corporate Governance Committee is comprised of Messrs. Goldberg, Guimaraes and Kiley,

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who is the chair of the Nominating and Corporate Governance Committee. Mr. Krieger was a member of our Nominating and Corporate Governance Committee from its inception through his resignation from our Board of Directors in May 2014, Mr. Debbane was a member of our Nominating and Corporate Governance Committee from its inception through his resignation from our Board of Directors in December 2014, and Mr. Walter De Logi was a member of our Nominating and Corporate Governance Committee from its inception until his death in August 2014. The composition of our Nominating and Corporate Governance Committee meets the requirements for independence under the current NASDAQ Stock Market and SEC rules and regulations. During fiscal year 2014,2015, our Nominating and Corporate Governance Committee met three times. Messrs. Guimaraes and Kiley’s term as directors will end on the date of the Meeting. Our Nominating and Corporate Governance Committee is evaluating alternatives regarding membership on our Nominating and Corporate Governance Committee. A decision with respect to the appointment of additional members to our Nominating and Corporate Governance Committee will be made prior to the end of Messrs. Guimaraes and Kiley’s term to ensure continued compliance with Nasdaq Stock Market and SEC rules governing the composition of nominating and corporate governance committees. Our Board of Directors has adopted a charter for our Nominating and Corporate Governance Committee, under which our Nominating and Corporate Governance Committee will, among other things:

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identify and recommend director nominees;

recommend directors to serve on our various committees; and

implement our corporate governance guidelines.

Director Nomination Process

The Board of Directors has delegated to our Nominating and Corporate Governance Committee the responsibility for reviewing and recommending nominees for our Board of Directors in accordance with the policies and principles in its charter. The Nominating and Corporate Governance Committee, in recommending candidates for election to our Board of Directors, and the Board of Directors, in approving (and, in the case of vacancies, appointing) such candidates, takes into account many factors, including issues of character, integrity, judgment, diversity, age, independence, skills, education, expertise, business acumen, business experience, length of service, understanding of our business and other commitments. In performing these duties, the Nominating and Corporate Governance committee has authority, at our expense, to retain and terminate any search firm to be used to identify candidates for our Board of Directors and shall have authority to approve the search firm’s fees and other retention terms.

The Nominating and Corporate Governance Committee will also consider candidates for our Board of Directors recommended by stockholders. For a stockholder to submit for consideration any nominee for election to the Board of Directors at an annual meeting, the stockholder must provide timely notice to us, as set forth in our amended and restated bylaws. The notice must be delivered to, or mailed and received at, our principal executive offices within the time frames set forth in our amended and restated bylaws. Submissions must include, among other things, the name and address of the proposed nominee and the nominating person, information regarding the proposed nominee’s and the nominating person’s indirect and direct interests in shares of our Common Stock and a description of all compensation and other material monetary agreements or arrangements during the past three years between the proposed nominee and the nominating person. Our amended and restated bylaws also specify additional requirements as to the form and content of a stockholder’s notice. We recommend that any stockholder wishing to submit for consideration a nominee for election to our Board of Directors review a copy of our amended and restated bylaws, as amended and restated to date, which is available, without charge, upon request to our Secretary, at 1535 Rancho Conejo Blvd., Thousand Oaks, CA 91320. Candidates recommended by the stockholders are evaluated in the same manner as candidates identified by a member of the Nominating and Corporate Governance Committee.

The Nominating and Corporate Governance Committee did not receive any recommendations for candidates for our Board of Directors from any stockholder for the Meeting.

The charters of our Audit, Compensation and Nominating and Corporate Governance Committees, and any amendments that may be adopted from time to time, are posted on our website atwww.ceres.net.

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Limitation of Liability and Indemnification of Officers and Directors

Our amended and restated certificate of incorporation and our amended and restated bylaws limit the liability of our directors, officers, employees and other agents to the fullest extent permitted by Delaware law. Section 145 of the Delaware General Corporation Law permits indemnification of officers, directors and other agents under certain circumstances and subject to certain limitations. Delaware law also permits a corporation to not hold its directors personally liable for monetary damages for breach of their fiduciary duties as directors, except for liability for:

breach of their duty of loyalty to us or our stockholders;

acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;

unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the Delaware General Corporation Law; and

any transaction from which the director derived an improper personal benefit.benefit

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These limitations of liability do not apply to liabilities arising under the federal or state securities laws and do not affect the availability of equitable remedies such as injunctive relief or rescission. Our amended and restated certificate of incorporation also permits us to secure insurance on behalf of any officer, director, employee or other agent for any liability arising out of his or her actions in this capacity. We have obtained directors’ and officers’ liability insurance to cover certain liabilities described above. We have entered into separate indemnity agreements with each of our directors and executive officers that require us to indemnify such persons against any and all expenses (including attorneys’ fees), witness fees, judgments, fines, settlements and other amounts incurred (including expenses of a derivative action) in connection with any action, suit or proceeding or alternative dispute resolution mechanism, inquiry hearing or investigation, whether threatened, pending or completed, to which any such person may be made a party by reason of the fact that such person is or was a director, an officer or an employee of us or any of our affiliated enterprises, provided that such person must follow the procedures for determining entitlement to indemnification set out in the indemnity agreements. The indemnity agreements also set forth other procedures that will apply in the event of a claim for indemnification thereunder. We believe that these provisions and agreements are necessary to attract and retain qualified persons as executive officers and directors of our company.

At present, there is no pending litigation or proceeding involving any of our directors or executive officers as to which indemnification is required or permitted, and we are not aware of any threatened litigation or proceeding that may result in a claim for indemnification.

The limitation of liability and indemnification provisions in our amended and restated certificate of incorporation and our amended and restated bylaws may discourage stockholders from bringing a lawsuit against directors for breach of their fiduciary duties. They may also reduce the likelihood of derivative litigation against directors and officers, even though an action, if successful, might provide a benefit to us and our stockholders. Our results of operations and financial conditions may be negatively affected to the extent we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, executive officers or persons controlling us, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Communication with our Directors

Stockholders who would like to communicate directly with our Board of Directors may do so at the following address: Ceres, Inc., Attention: General Counsel, 1535 Rancho Conejo Blvd., Thousand Oaks, CA 91320. Our General Counsel will initially receive and process communications before forwarding appropriate communications to our Board of Directors. For more information, please visithttp://investor.ceres.net/contactboard.cfm.contactboard.cfm.

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PROPOSAL 2: RATIFICATION AND APPROVAL OF CONTENTSTHE SECOND AMENDED AND RESTATED CERES, INC. 2011 EQUITY INCENTIVE PLAN

We believe that our officers and other key employees should have a significant stake in our stock price performance under programs that link compensation to stockholder return. As a result, stock option grants and other equity incentives are an integral part of our compensation program. As of February [8], 2016, options to acquire 327,990 shares were outstanding and 6,003 shares of restricted Common Stock were issued and outstanding under the Amended and Restated Ceres, Inc. 2011 Equity Incentive Plan, and 217,230 shares remained available for future issuance. We are requesting that stockholders ratify and approve an amendment to and a restatement of our Amended and Restated Ceres, Inc. 2011 Equity Incentive Plan, which increases the maximum aggregate number of shares that may be issued under the plan from 2,833,333 to 4,200,000. On January 15, 2016, the Board of Directors approved, the proposed Second Amended and Restated Ceres, Inc. 2011 Equity Incentive Plan, subject to stockholder ratification and approval. The full text of the proposed Second Amended and Restated Ceres, Inc. 2011 Equity Incentive Plan is attached as Appendix A. The summary below is subject to and qualified in its entirety by reference to Appendix A.

The Board of Directors recommends a vote “FOR” the ratification and approval of the Second Amended and Restated Ceres, Inc. 2011 Equity Incentive Plan.

Summary of the Second Amended and Restated Ceres, Inc. 2011 Equity Incentive Plan (the “2011 Plan”)

The following is a summary of the Second Amended and Restated Ceres, Inc. 2011 Equity Incentive Plan, or the “2011 Plan”, which was adopted by our Board of Directors on January 15, 2016. This summary is not intended to be a complete description of all provisions of the 2011 Plan and is qualified in its entirety by reference to the 2011 Plan, which is attached as Appendix A.

Purpose. The purpose of the 2011 Plan is to promote the success and enhance the value of the Company by linking the personal interests of directors, employees and consultants to those interests of our stockholders.

Eligibility. Incentive stock options may only be granted to employees of the Company. All other awards under the 2011 Plan may be granted to employees, consultants or non-employee directors of the Company.

Stock Subject to Plan. Subject to any recapitalization adjustments, the maximum aggregate number of shares of common stock that may be issued under the 2011 Plan is 4,200,000 shares. Any shares not issued due to net settlement of an award, shares used to pay the exercise price or withholding taxes for an award and shares repurchased on the open market with the proceeds of a stock option exercise will not be made available again for granting awards under the plan. If any award under the 2011 Plan, or under any predecessor equity-based plan of the Company, is forfeited or cancelled, the associated shares will be available again for grant under the 2011 Plan.

Administration.  The 2011 Plan is to be administered by the Compensation Committee, but the full Board of Directors has final authority to approve awards made under the 2011 Plan (except to the extent such awards must be granted by a committee of independent directors under applicable law) and the full Board of Directors is the administrator for awards granted to non-employee directors. The Board of Directors may also assume administrative authority to the extent permitted by applicable law, and both the Board of Directors and the Compensation Committee may delegate their administrative functions to one or more members of the Board of Directors or to one or more officers of the Company to the extent permitted by applicable law.

The administrator of the 2011 Plan has the authority to designate eligible individuals to receive awards; determine the type and number of awards to be granted and the terms and conditions of any award; determine whether awards may be settled in cash, common stock, other awards, or other property; decide all other matters relating to any award, establish any rules and regulations as it may deem necessary or advisable to administer the plan and make all other decisions and determinations as necessary or advisable to administer the 2011 Plan.

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Performance-Based Awards. The Compensation Committee may grant performance-based awards that will be based upon the Company’s achievement of objective performance criteria as selected by the Compensation Committee within 90 days following the beginning of the applicable performance period. The performance criteria will be one or more of the following measures: earnings (either before or after interest, taxes, depreciation and amortization), sales or revenue, net income (either before or after taxes), operating earnings or profit, cash flow, return on assets or net assets, return on capital, return on sales, profit or operating margin, costs, funds from operations, expenses, working capital, earnings per share, price per share of common stock, regulatory body approval for commercialization of a product, implementation or completion of critical projects, market share, billings, operating income or profit, operating expenses, total stockholder return, cash conversion cycle, economic value added, contract awards or backlog, overhead or other expense reduction, credit rating, acquisitions or strategic transactions, strategic plan development and implementation, succession plan development and implementation, customer surveys, new product invention or innovation, attainment of research and development milestones, improvements in productivity and the attainment of objective operating goals and employee metrics. The maximum number of shares in respect of any one or more awards that may be granted to any individual in any calendar year is 666,666 shares.

Stock Options. The plan administrator may grant incentive stock options (intended to qualify under Section 422 of the Internal Revenue Code) or nonqualified stock options under the 2011 Plan. The exercise price of any stock option granted may not be less than 100% of the fair market value of the Company’s common stock on the date of grant (or, for incentive stock options, 110% of fair market value if the grantee is a ten percent stockholder). The term of any stock option granted may not exceed ten years (or, for incentive stock options, five years for any grantee who is a ten percent stockholder). The plan administrator will determine the vesting conditions and schedule for each stock option granted, which may be based upon the participant’s service with the Company, the achievement of performance criteria, or any other criteria.

Restricted Stock. The plan administrator may grant restricted stock under the 2011 Plan. The plan administrator will determine the restrictions and vesting conditions and schedule for each grant of restricted stock, which may be based upon the participant’s service with the Company, the achievement of performance criteria, or any other criteria.

Stock Appreciation Rights. The plan administrator may grant stock appreciation rights. The exercise price of any stock appreciation right granted may not be less than 100% of the fair market value of the Company’s common stock on the date of grant. The plan administrator will determine the vesting conditions and schedule for each stock appreciation right, which may be based upon the participant’s service with the Company, the achievement of performance criteria, or any other criteria.

Performance Awards, Dividend Equivalents, Stock Payments, Restricted Stock Units and Other Awards. The plan administrator may also grant performance awards that are linked to the performance criteria set forth in the 2011 Plan or other criteria. Performance awards may be paid in common stock, cash or a combination thereof, as determined by the plan administrator. The plan administrator may also make grants of dividend equivalents, stock payments, deferred stock, restricted stock units (settled in cash, common stock or a combination thereof) and other equity or equity based awards. The term, exercise or purchase price, vesting conditions and other terms and conditions of performance awards will be determined by the plan administrator.

Recoupment and Repricing. Any awards granted under the 2011 Plan will be subject to any clawback or recoupment policies and procedures as required under applicable law. The administrator does not have the authority to amend any outstanding award to increase or reduce the price per share or cancel and replace any award with the grant of a new award, in each case without the approval of the stockholders of the Company.

Corporate Events. The number, type and kind of shares authorized for issuance will be equitably adjusted in the event of a stock split, reverse stock split, subdivision, bonus issue, stock dividend, recapitalization, reorganization, merger, amalgamation, consolidation, division, extraordinary dividend, split-up, spin-off, combination, exchange of shares, warrants or rights offering to purchase common stock at a price substantially below fair market value, or other similar corporate event affecting the common stock in order to preserve the benefits intended to be made available under the 2011 Plan. In addition, in the event of such a corporate event, the number of outstanding awards and the number, type and kind of securities subject to any outstanding award and the exercise or purchase price per share, if any, under any outstanding award will also be equitably adjusted in order to preserve the benefits intended to be made available to participants.

In the event of a “change in control,” the administrator may take any one or more of the following actions in order to prevent the dilution or enlargement of benefits intended to be made available to participants under the plan or to facilitate the change in control transaction: (i) terminate or cancel outstanding awards in exchange for a cash payment; (ii) provide for the assumption, substitution, replacement, or continuation of any award by the successor or surviving company; (iii) make any other adjustments in the number, type and kind of securities or other consideration and the terms and conditions of outstanding awards; (iv) provide for the acceleration of any awards, or any portion thereof, and (v) provide that an award cannot vest, be exercised or become payable after the event. Also, if upon a change of control, any outstanding award is not continued, assumed, replaced or substituted, or if the participant experiences a “qualifying termination” in connection with the change in control, any affected unvested award or awards will accelerate.

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Definitions.  Under the 2011 Plan, the following definitions apply:

A “change in control” means the occurrence of any of the following events: (i) any person or group becomes the beneficial owner of greater than 50% of the Company’s total voting power; (ii) the sale of substantially all of the Company’s assets; or (iii) the consummation of a merger or consolidation of the Company, after which the voting securities of the Company outstanding immediately prior to the event no longer represent 50% or more of the voting power represented by the voting securities of the Company or surviving entity immediately after the event.

A “qualifying termination” is deemed to have occurred if a participant’s employment is terminated within six months prior to or twelve months following a change in control either by reason of his or her dismissal or discharge for “misconduct” or his or her voluntary resignation for “good reason” as defined in an employment agreement with the participant, or if there is no employment agreement or “good reason” definition, for any of the following reasons: (i) a material adverse change in the participant’s position with the Company that materially reduces his or her level of responsibility; (ii) a material adverse reduction in the participant’s level of base salary by more than 15 percent (unless the reduction is applied in a consistent manner to substantially all of the Company’s other employees); or (iii) a relocation of the participant’s place of employment by more than 50 miles without the participant’s consent.

“Misconduct” is defined as “cause” as defined in an employment agreement with the participant, or if there is no employment agreement or “cause” definition, the following: (i) the participant’s breach of an agreement with the Company; (ii) the participant’s failure or refusal to satisfactorily perform the duties reasonably required of him or her; (iii) the participant’s commission of any act of fraud, embezzlement, dishonesty or insubordination; (iv) the participant’s unauthorized use or disclosure of confidential information or trade secrets of the Company; (v) the participant’s breach of a Company policy or the rules of any governmental or regulatory body; or (vi) any other misconduct by the participant that has, or could have, an adverse impact on the business, reputation or affairs of the Company.

Amendment and Termination. The 2011 Plan may be amended, suspended or terminated by the Board of Directors; however, any material amendments are subject to shareholder approval.

Certain Federal Income Tax Consequences. The following is a brief summary of certain significant United States Federal income tax consequences under the Internal Revenue Code, as in effect on the date of this summary, applicable to the Company and plan participants in connection with awards under the 2011 Plan. This summary assumes that all awards will be exempt from, or comply with, the rules under Section 409A of the Internal Revenue Code regarding nonqualified deferred compensation. If an award constitutes nonqualified deferred compensation and fails to comply with Section 409A, the award will be subject to immediate taxation and tax penalties in the year the award vests. This summary is not intended to be exhaustive, and, among other things, does not describe state, local or non-United States tax consequences, or the effect of gift, estate or inheritance taxes. References to “the Company” in this summary of tax consequences mean Ceres, Inc., or any affiliate of Ceres, Inc. that employs or receives the services of a recipient of an award under the 2011 Plan, as the case may be.

The grant of stock options under the 2011 Plan will not result in taxable income to the recipient of the options or an income tax deduction for the Company. However, the transfer of our common stock to an option holder upon exercise of his or her option may or may not give rise to taxable income to the option holder and a tax deduction for the Company depending upon whether such option is a nonqualified stock option or an incentive stock option.

The exercise of a nonqualified stock option by an option holder generally results in immediate recognition of taxable ordinary income by the option holder and a corresponding tax deduction for the Company in the amount by which the fair market value of the shares of our common stock purchased, on the date of such exercise, exceeds the aggregate exercise price paid. Any appreciation or depreciation in the fair market value of those shares after the exercise date will generally result in a capital gain or loss to the holder at the time he or she disposes of those shares.

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The exercise of an incentive stock option by the option holder is exempt from income tax, although not from the alternative minimum tax, and does not result in a tax deduction for the Company if the holder has been an employee of the Company at all times beginning with the option grant date and ending three months before the date the holder exercises the option (or twelve months in the case of termination of employment due to disability). If the option holder has not been so employed during that time, the holder will be taxed as described above for nonqualified stock options. If the option holder disposes of the shares purchased more than two years after the option was granted and more than one year after the option was exercised, then the option holder will recognize any gain or loss upon disposition of those shares as capital gain or loss. However, if the option holder disposes of the shares prior to satisfying these holding periods (known as a “disqualifying disposition”), the option holder will be obligated to report, as taxable ordinary income for the year in which that disposition occurs, the excess, with certain adjustments, of the fair market value of the shares disposed of, on the date the incentive stock option was exercised, over the exercise price paid for those shares. The Company would be entitled to a tax deduction equal to that amount of ordinary income reported by the option holder. Any additional gain realized by the option holder on the disqualifying disposition would be capital gain. If the total amount realized in a disqualifying disposition is less than the exercise price of the incentive stock option, the difference would be a capital loss for the holder.

The grant of stock appreciation rights does not result in taxable income to the recipient of a stock appreciation right or a tax deduction for the Company. Upon exercise of a stock appreciation right, the amount of any cash the participant receives (before applicable tax withholdings) and the fair market value as of the exercise date of any common stock received are taxable to the participant as ordinary income and deductible by the Company.

A participant will not recognize any taxable income upon the award of shares of restricted stock which are not transferable and are subject to a substantial risk of forfeiture. Dividends paid with respect to restricted stock prior to the lapse of restrictions applicable to that stock will be taxable as compensation income to the participant. Generally, the participant will recognize taxable ordinary income at the first time those shares become transferable or are no longer subject to a substantial risk of forfeiture, in an amount equal to the fair market value of those shares when the restrictions lapse. However, a participant may elect to recognize taxable ordinary income upon the award date of restricted stock based on the fair market value of the shares of common stock subject to the award on the award date. If a participant makes that election, any dividends paid with respect to that restricted stock will not be treated as compensation income, but rather as dividend income, and the participant will not recognize additional taxable income when the restrictions applicable to his or her restricted stock award lapse. Assuming compliance with the applicable tax withholding and reporting requirements, the Company will be entitled to a tax deduction equal to the amount of ordinary income recognized by a participant in connection with his or her restricted stock award in the Company’s taxable year in which that participant recognizes that ordinary income.

The grant of restricted stock units does not result in taxable income to the recipient of a restricted stock unit or a tax deduction for the Company. The amount of cash paid (before applicable tax withholdings) or the then-current fair market value of the common stock received upon settlement of the restricted stock units is taxable to the recipient as ordinary income and deductible by the Company.

The grant of a cash-based award, other stock-based award or dividend equivalent right generally should not result in the recognition of taxable income by the recipient or a tax deduction by the Company. The payment or settlement of a cash-based award, other stock-based award or dividend equivalent right should generally result in immediate recognition of taxable ordinary income by the recipient equal to the amount of any cash paid (before applicable tax withholding) or the then-current fair market value of the shares of common stock received, and a corresponding tax deduction by the Company. If the shares covered by the award are not transferable and subject to a substantial risk of forfeiture, the tax consequences to the participant and the Company will be similar to the tax consequences of restricted stock awards, described above. If an other stock-based award consists of unrestricted shares of common stock, the recipient of those shares will immediately recognize as taxable ordinary income the fair market value of those shares on the date of the award, and the Company will be entitled to a corresponding tax deduction.

Under section 162(m) of the Internal Revenue Code, the Company may be limited as to federal income tax deductions to the extent that total annual compensation in excess of $1 million is paid to our CEO or any one of our three highest paid executive officers, other than the CEO or CFO, who are employed by us on the last day of our taxable year. However, certain “performance-based compensation,” the material terms of which are disclosed to and approved by our stockholders is not subject to this deduction limitation. The 2011 Plan has been structured with the intention that compensation resulting from stock options and stock appreciation rights granted under the 2011 Plan will be qualified performance-based compensation and deductible without regard to the limitations otherwise imposed by section 162(m) of the Internal Revenue Code. The 2011 Plan allows the Compensation Committee discretion to award restricted stock, restricted stock units, cash-based awards and other stock-based awards in the form of performance compensation awards that are intended to be qualified performance-based compensation, as described under “Performance-Based Awards” above.

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New Plan Benefits. As of February [8], 2016, there were approximately 6 non-employee directors, approximately 40 employees and approximately 6 non-director consultants who would be eligible to receive awards under the 2011 Plan. Because it is within the plan administrator’s discretion to determine who will receive awards under the 2011 Plan and the types and amounts of those awards, it is not possible at present to specify the benefits that would be received under the 2011 Plan. Information regarding our recent practices with respect to equity-based compensation under our plans is presented in the “Summary Compensation Table” and “Outstanding Equity Awards at 2012 Fiscal Year-End” table contained elsewhere in this proxy statement.

Equity Compensation Plans –

The following table provides information as of February [8], 2016 regarding compensation plans under which our equity securities are authorized for issuance:

Plan Category		Number of Securities to be Issued Upon Exercise of Outstanding Options				Weighted Average Exercise Price of Outstanding Options				Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans
Equity compensation plans approved by stockholders			327,990	(1)		$	49.30				217,230	(2)
Equity compensation plans not approved by stockholders			—				—				—
Total			327,990	(1)		$	49.30				217,230	(2)

(1)

Consists of shares underlying stock options granted under our Amended and Restated 2011 Equity Incentive Plan, or the 2011 Plan, our 2010 Stock Option/Stock Issuance Plan, or the 2010 Plan, and our 2000 Stock Option/Stock Issuance Plan, or the 2000 Plan.

(2)

Consists of shares issuable under the 2011 Plan and the 2010 Plan. No additional shares are available for future issuance under the 2000 Plan other than in respect of shares underlying outstanding stock options. The shares issuable under the 2011 Plan may be increased by the number of shares that would have been issuable under any stock option granted under the 2010 Plan or the 2000 Plan that were forfeited or that expired without being exercised. No future grants will be made under the 2010 Plan.

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PROPOSAL 2:3: APPROVAL OF AN AMENDMENT TO OUR CERTIFICATE OF INCORPORATION TO EFFECT A REVERSE SPLIT OF OUR OUTSTANDING COMMON STOCK AT THE DISCRETION OF THE BOARD OF DIRECTORS

Summary

Our Board of Directors has unanimously approved a proposal to effect a reverse split of all of our outstanding shares of Common Stock by a ratio in the range of 1-for-81-for-10 and 1-for-11.1-for-20. The proposal provides that our Board of Directors shall have sole discretion pursuant to Section 242(c) of the Delaware General Corporation Law to elect, as it determines to be in the Company’s best interest, whether or not to effect the reverse stock split before April 27, 2015, such date as the Company is required to comply with the minimum bid price requirements of NASDAQ Listing Rule 5550(a)(2)5, 2017 or to abandon it. Should the Board of Directors proceed with a reverse stock split, the exact ratio shall be set at a whole number within the above range as determined by our Board of Directors in its sole discretion. Our Board of Directors believes that the availability of alternative reverse stock split ratios will provide it with the flexibility to implement the reverse stock split in a manner designed to maximize the anticipated benefits for the Company and its stockholders. In determining whether to implement the reverse split following the receipt of stockholder approval, our Board of Directors may consider, among other things, factors such as:

the historical trading price and trading volume of our Common Stock;

the then prevailing trading price and trading volume of our Common Stock and the anticipated impact of the reverse split on the trading market for our Common Stock;

our ability to have our shares of Common Stock remain listed on The NASDAQ Capital Market;

the anticipated impact of the reverse split on our ability to raise additional financing; and

	•	the historical trading price and trading volume of our Common Stock;

	•	the then prevailing trading price and trading volume of our Common Stock and the anticipated impact of the reverse split on the trading market for our Common Stock;

	•	our ability to have our shares of Common Stock remain listed on The NASDAQ Capital Market;

	•	the anticipated impact of the reverse split on our ability to raise additional financing; and

prevailing general market and economic conditions.

If our Board determines that effecting the reverse stock split is in our best interest, the reverse stock split will become effective upon filing of an amendment to our Certificate of Incorporation with the Secretary of State of the State of Delaware. The amendment filed thereby will set forth the number of shares to be combined into one share of our Common Stock within the limits set forth in this proposal. Except for adjustments that may result from the treatment of fractional shares as described below, each stockholder will hold the same percentage of our outstanding Common Stock immediately following the reverse stock split as such stockholder holds immediately prior to the reverse split.

Certain of our officers and directors have an interest in the reverse stock split as a result of their ownership of Common Stock, as set forth in the section entitled “Security Ownership of Certain Beneficial Owners and Management.”

The text of the form of amendment to the Certificate of Incorporation, which would be filed with the Secretary of State of the State of Delaware to effect the reverse stock split, is set forth in Appendix AB to this proxy statement. The text of the form of amendment accompanying this proxy statement is, however, subject to amendment to reflect the exact ratio for the reverse stock split and any changes that may be required by the office of the Secretary of State of the State of Delaware or that the Board of Directors may determine to be necessary or advisable ultimately to comply with applicable law and to effect the reverse stock split.

Our Board of Directors believes that approval of the amendment to the Certificate of Incorporation to effect the reverse stock split is in the best interests of the Company and our stockholders and has unanimously recommended that the proposed amendment be presented to our stockholders for approval.

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Effective Date

If the proposed amendment to the Amended and Restated Certificate of Incorporation to give effect to the reverse stock split is approved at the Meeting and the Board of Directors determines to effect the reverse stock split, the reverse stock split will become effective as of 4:30 p.m. Eastern Standard TimeDaylightTime on the effective date of the certificate of amendment to our Certificate of Incorporation with the office of the Secretary of State of the State of Delaware, which we would expect to be the date of filing. We refer to this time and date as the “Effective Date.” Except as explained below with respect to fractional shares, each issued share of Common Stock

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immediately prior to the Effective Date will automatically be changed, as of the Effective Date, into a fraction of a share of Common Stock based on the exchange ratio within the approved range determined by the Board of Directors.

Purpose of the Reverse Stock Split

The Board of Directors believes that a reverse stock split is desirable for two reasons. First, the Board of Directors believes that a reverse stock split will likely be necessary to maintain the listing of our Common Stock on The NASDAQ Capital Market. Second, the Board of Directors believes that a reverse stock split could improve the marketability and liquidity of the Common Stock.

Maintain our listing on The NASDAQ Capital Market.  Our Common Stock is traded on The NASDAQ Capital Market. In April 2014,January 2015, the Company was notified by NASDAQ that it no longer satisfied the minimum bid price requirement for continued listing of $1.00 per share, as set forth in NASDAQ Listing Rule 5550(a)(2). In anticipation of not meeting the minimum bid price requirement by the end of its initial 180-day grace period, which ended on October 27, 2014, the Company applied to transfer the listing of its stock from the The NASDAQ Global Market to The NASDAQ Capital Market. The transfer provided the Company with an additional 180-day grace period to regain compliance with the NASDAQ’s minimum bid price requirement. In order to regain compliance, the minimum bid price per share of Common Stock must be at least $1.00 for at least ten consecutive business days during the 180-day grace period, which will end on April 27, 2015.days. If the Company fails to regain compliance during this second grace period,by July 11, 2016, our Common Stock will be subject to delisting by NASDAQ. The Company has provided written notice of its intention to cure the minimum bid price deficiency during the second grace period by effecting a reverse stock split, if necessary.

The Board of Directors has considered the potential harm to the Company and its stockholders should NASDAQ delist our Common Stock from The NASDAQ Capital Market. Delisting could adversely affect the liquidity of our Common Stock because alternatives, such as the OTC Bulletin Board and the pink sheets, are generally considered to be less efficient markets. An investor likely would find it less convenient to sell, or to obtain accurate quotations in seeking to buy, our Common Stock on an over-the-counter market. Many investors likely would not buy or sell our Common Stock due to difficulty in accessing over-the-counter markets, policies preventing them from trading in securities not listed on a national exchange or other reasons. The Board of Directors believes that a reverse stock split is a potentially effective means for us to maintain compliance with the rules of NASDAQ and to avoid, or at least mitigate, the likely adverse consequences of our Common Stock being delisted from The NASDAQ Capital Market by producing the immediate effect of increasing the bid price of our Common Stock.

Improve the marketability and liquidity of the Common Stock.  We also believe that the increased market price of our Common Stock expected as a result of implementing the reverse stock split will improve the marketability and liquidity of our Common Stock and will encourage interest and trading in our Common Stock. A reverse stock split could allow a broader range of institutions to invest in our stock (namely, funds that are prohibited from buying stocks whose price is below a certain threshold), potentially increasing the liquidity of our Common Stock. A reverse stock split could help increase analyst and broker interest in our stock as their policies can discourage them from following or recommending companies with low stock prices. Because of the trading volatility often associated with low-priced stocks, many brokerage houses and institutional investors have internal policies and practices that either prohibit them from investing in low-priced stocks or tend to discourage individual brokers from recommending low-priced stocks to their customers. Some of those policies and practices may function to make the processing of trades in low-priced stocks economically unattractive to brokers. Additionally, because brokers’ commissions on low-priced stocks generally represent a higher percentage of the stock price than commissions on higher-priced stocks, the current average price per share of our Common Stock can result in individual stockholders paying transaction costs representing a higher percentage of their total share value than would be the case if the share price were substantially higher. It should be noted, however, that the liquidity of our Common Stock may in fact be adversely affected by the proposed reverse stock split given the reduced number of shares that would be outstanding after the reverse stock split.

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For the above reasons, we believe that providing the Board of Directors with the ability to effect the reverse stock split will help us regain and maintain compliance with the NASDAQ listing requirements and could improve the marketability and liquidity of our Common Stock, and is therefore in the best interests of the Company and our stockholders. However, the Board of Directors reserves its right to abandon the reverse stock split if it determines, in its sole discretion, that it would no longer be in our and our stockholders’ best interests.

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Risks of the Proposed Reverse Stock Split

We cannot assure you that the proposed reverse stock split will increase our stock price and have the desired effect of maintaining compliance with the rules of NASDAQ.  The Board of Directors expects that a reverse stock split of our Common Stock will increase the market price of our Common Stock so that we are able to regain and maintain compliance with NASDAQ minimum bid price listing standard. However, the effect of a reverse stock split upon the market price of our Common Stock cannot be predicted with any certainty, and the history of similar reverse stock splits for companies in like circumstances is varied. Under applicable NASDAQ rules, in order to regain compliance with the $1.00 minimum closing bid price requirement and maintain our listing on The NASDAQ Capital Market, the $1.00 closing bid price must be maintained for a minimum of ten consecutive business days. In determining whether to monitor bid price beyond ten business days, NASDAQ will consider the following four factors: (1) margin of compliance (the amount by which the price is above the $1.00 minimum standard); (2) trading volume (a lack of trading volume may indicate a lack of bona fide market interest in the security at the posted bid price); (3) the market maker montage (the number of market makers quoting at or above $1.00 and the size of their quotes); and (4) the trend of the stock price. Accordingly, we cannot assure you that we will be able to maintain our NASDAQ listing after the reverse stock split is effected or that the market price per share after the reverse stock split will exceed or remain in excess of the $1.00 minimum bid price for a sustained period of time.

It is possible that the per share price of our Common Stock after the reverse stock split will not rise in proportion to the reduction in the number of shares of our Common Stock outstanding resulting from the reverse stock split, and the market price per post-reverse stock split share may not exceed or remain in excess of the $1.00 minimum bid price for a sustained period of time, and the reverse stock split may not result in a per share price that would attract brokers and investors who do not trade in lower priced stocks. Even if we effect a reverse stock split, the market price of our Common Stock may decrease due to factors unrelated to the stock split. In any case, the market price of our Common Stock may also be based on other factors which may be unrelated to the number of shares outstanding, including our future performance. If the reverse stock split is consummated and the trading price of the Common Stock declines, the percentage decline as an absolute number and as a percentage of our overall market capitalization may be greater than would occur in the absence of the reverse stock split. Even if the market price per post-reverse stock split share of our Common Stock remains in excess of $1.00 per share, we may be delisted due to a failure to meet other continued listing requirements, including NASDAQ requirements related to the minimum stockholder's equity, the minimum number of shares that must be in the public float, the minimum market value of the public float and the minimum number of round lot holders.

The proposed reverse stock split may decrease the liquidity of our stock.  The liquidity of our Common Stock may be harmed by the proposed reverse stock split given the reduced number of shares that would be outstanding after the reverse stock split, particularly if the stock price does not increase as a result of the reverse stock split. In addition, investors might consider the increased proportion of unissued authorized shares to issued shares to have an anti-takeover effect under certain circumstances, because the proportion allows for dilutive issuances which could prevent certain stockholders from changing the composition of the Board of Directors or render tender offers for a combination with another entity more difficult to successfully complete. The Board of Directors does not intend for the reverse stock split to have any anti-takeover effects.

Principal Effects of the Reverse Stock Split

Common Stock.  If this proposal is approved by the stockholders at the Meeting and the Board of Directors determines to effect the reverse stock split and thus amend the Certificate of Incorporation, the Company will file a certificate of amendment to the Certificate of Incorporation with the Secretary of State of the State of Delaware. Each issued share of Common Stock immediately prior to the Effective Date will

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automatically be changed, as of the Effective Date, into a fraction of a share of Common Stock based on the exchange ratio within the approved range determined by the Board of Directors. In addition, proportional adjustments will be made to the maximum number of shares issuable under, and other terms of, our stock plans, as well as to the number of shares issuable under, and the exercise price of, our outstanding options and warrants.

Because the reverse stock split would apply to all issued shares of our Common Stock, the proposed reverse stock split would not alter the relative rights and preferences of existing stockholders nor affect any stockholder’s proportionate equity interest in the Company (except for the effect of eliminating fractional shares). For example, a holder of 2% of the voting power of the outstanding shares of our Common Stock immediately prior to the effectiveness of the reverse stock split will generally continue to hold 2% of the voting power of the outstanding shares of our Common Stock immediately after the reverse stock split. Moreover, the number of stockholders of record will not be affected by the reverse stock split (except to the extent any stockholders are cashed out as a result of holding fractional shares).

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Effect on Employee Plans, Options, Restricted Stock Awards and Convertible or Exchangeable Securities.  Pursuant to the terms of our proposed Second Amended and Restated 2011 Equity Incentive Plan, ourAmended and Restated 2011 Equity Incentive Plan, our 2010 Stock Option/Stock Issuance Plan, and our 2000 Stock Option/Stock Issuance Plan, together, “the Plans”, the Board of Directors or a committee thereof, as applicable, will adjust the number of shares available for future grant under the Plans, the number of shares underlying outstanding awards, the exercise price per share of outstanding stock options, and other terms of outstanding awards issued pursuant to the Plans to equitably reflect the effects of the reverse stock split. Based upon the reverse stock split ratio determined by the Board, proportionate adjustments are also generally required to be made to the per share exercise price and the number of shares issuable upon the exercise or conversion of outstanding options, and any convertible or exchangeable securities entitling the holders to purchase, exchange for, or convert into, shares of Common Stock. This would result in approximately the same aggregate price being required to be paid under such options, and convertible or exchangeable securities upon exercise, and approximately the same value of shares of Common Stock being delivered upon such exercise, exchange or conversion, immediately following the reverse stock split as was the case immediately preceding the reverse stock split. The number of shares subject to restricted stock awards and restricted stock units will be similarly adjusted, subject to our treatment of fractional shares. The number of shares reserved for issuance pursuant to these securities and our Plans will be adjusted proportionately based upon the reverse stock split ratio determined by the Board, subject to our treatment of fractional shares.

Listing.  Our shares of Common Stock currently trade on The NASDAQ Capital Market. The reverse stock split will not directly affect the listing of our Common Stock on The NASDAQ Capital Market, although we believe that a reverse stock split could potentially increase our stock price, facilitating compliance with NASDAQ's minimum bid price listing requirement. Following the reverse stock split, our Common Stock will continue to be listed on The NASDAQ Capital Market under the symbol “CERE,” although our Common Stock would have a new committee on uniform securities identification procedures (“CUSIP”) number, a number used to identify our Common Stock.

“Public Company” Status.  Our Common Stock is currently registered under Section 12(b) and 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and we are subject to the “public company” periodic reporting and other requirements of the Exchange Act. The proposed reverse stock split will not affect our status as a public company or this registration under the Exchange Act. The reverse stock split is not intended as, and will not have the effect of, a “going private transaction” covered by Rule 13e-3 under the Securities Exchange Act of 1934.

Odd Lot Transactions.  It is likely that some of our stockholders will own “odd-lots” of less than 100 shares following a reverse stock split. A purchase or sale of less than 100 shares (an “odd lot” transaction) may result in incrementally higher trading costs through certain brokers, particularly “full service” brokers, and generally may be more difficult than a “round lot” sale. Therefore, those stockholders who own less than 100 shares following a reverse stock split may be required to pay somewhat higher transaction costs and may experience some difficulties or delays should they then determine to sell their shares of Common Stock.

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Authorized but Unissued Shares; Potential Anti-Takeover Effects.  Our current Certificate of Incorporation presently authorizes 240,000,000 shares of Common Stock and 10,000,000 shares of preferred stock. The reverse stock split would not change the number of authorized shares of the Common Stock or preferred stock as designated. Therefore, because the number of issued and outstanding shares of Common Stock would decrease, the number of shares remaining available for issuance by us in the future would increase.

These additional shares would be available for issuance from time to time for corporate purposes such as issuances of Common Stock in connection with capital-raising transactions and acquisitions of companies or other assets, as well as for issuance upon conversion or exercise of securities such as convertible preferred stock, convertible debt, warrants or options convertible into or exercisable for Common Stock. We believe that the availability of the additional shares will provide us with the flexibility to meet business needs as they arise, to take advantage of favorable opportunities and to respond effectively in a changing corporate environment. For example, we may elect to issue shares of Common Stock to raise equity capital, to make acquisitions through the use of stock, to establish strategic relationships with other companies, to adopt additional employee benefit plans or reserve additional shares for issuance under such plans, where the Board of Directors determines it advisable to do so, without the necessity of soliciting further stockholder approval, subject to applicable stockholder vote requirements under Delaware Corporation Law and the NASDAQ rules. If we issue additional shares for any of these purposes, the aggregate ownership interest of our current stockholders, and the interest of each such existing stockholder, would be diluted, possibly substantially.

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The additional shares of our Common Stock that would become available for issuance upon an effective reverse stock split could also be used by us to oppose a hostile takeover attempt or delay or prevent a change of control or changes in or removal of our management, including any transaction that may be favored by a majority of our stockholders or in which our stockholders might otherwise receive a premium for their shares over then-current market prices or benefit in some other manner. Although the increased proportion of authorized but unissued shares to issued shares could, under certain circumstances, have an anti-takeover effect, the reverse stock split is not being proposed in order to respond to a hostile takeover attempt or to an attempt to obtain control of the Company.

Board Discretion to Implement or Abandon Reverse Stock Split

The reverse stock split will be effected, if at all, only upon a determination by our Board of Directors that the reverse stock split (with an exchange ratio determined by our Board as described above) is in the Company’s best interest. Such determination shall be based upon certain factors, including, but not limited to, the historical trading price and trading volume of our Common Stock, the then prevailing trading price and trading volume of our Common Stock and the anticipated impact of the reverse split on the trading market for our Common Stock, our ability to have our shares of Common Stock remain listed on The NASDAQ Capital Market, the anticipated impact of the reverse split on our ability to raise additional financing; and prevailing general market and economic conditions. No further action on the part of stockholders would be required to either implement or abandon the reverse stock split. If the stockholders approve the proposal, and the Board of Directors determines to effect the reverse stock split, we would communicate to the public, prior to the Effective Date, additional details regarding the reverse split, including the specific ratio selected by the Board of Directors. If the Board of Directors does not implement the reverse stock split prior to April 27, 2015,5, 2017, the authority granted in this proposal to implement the reverse stock split will terminate. The Board of Directors reserves its right to elect not to proceed with the reverse stock split if it determines, in its sole discretion, that this proposal is no longer in the Company’s best interests.

Fractional Shares

Stockholders will not receive fractional post-reverse stock split shares in connection with the reverse stock split. Instead, the transfer agent will aggregate all fractional shares and sell them as soon as practicable after the Effective Date at the then prevailing prices on the open market, on behalf of those stockholders who would otherwise be entitled to receive a fractional share. We expect that the transfer agent will conduct the sale in an orderly fashion at a reasonable pace and that it may take several days to sell all of the aggregated fractional shares of the Company’s Common Stock. After the transfer agent's completion of such sale, stockholders will receive a cash payment from the transfer agent in an amount equal to their respective pro rata share of the total net proceeds of such sales.

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No transaction costs will be assessed on stockholders for the cash payment. Stockholders will not be entitled to receive interest for the period of time between the Effective Date of the reverse stock split and the date payment is made for their fractional share interest in The Company’s Common Stock. You should also be aware that, under the escheat laws of certain jurisdictions, sums due for fractional share interests that are not timely claimed after the funds are made available may be required to be paid to the designated agent for each such jurisdiction. Thereafter, stockholders otherwise entitled to receive such funds may have to obtain the funds directly from the state to which they were paid.

If you believe that you may not hold sufficient shares of the Company’s Common Stock at the Effective Date of the reverse stock split to receive at least one share in the reverse stock split and you want to continue to hold the Company’s Common Stock after the split, you may do so by either:

purchasing a sufficient number of shares of the Company’s Common Stock; or

	•	purchasing a sufficient number of shares of the Company’s Common Stock; or

if you have shares of the Company’s Common Stock in more than one account, consolidating your accounts,

so that in each case you hold a number of shares of the Company’s Common Stock in your account prior to the reverse stock split that would entitle you to receive at least one share of the Company’s Common Stock on a post-reverse stock split basis. Shares of Common Stock held in registered form (that is, stock held by you in your own name in the Company's stock register records maintained by our transfer agent) and stock held in “street name” (that is, stock held by you through a brokerage firm, bank, broker-dealer, or other similar organization) for the same investor will be considered held in separate accounts and will not be aggregated when effecting the reverse stock split.

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No Dissenters’ Rights

Under Delaware law, our stockholders would not be entitled to dissenters’ rights or rights of appraisal in connection with the implementation of the reverse stock split, and we will not independently provide our stockholders with any such rights.

Certain United States Federal Income Tax Consequences

The following is a summary of certain United States federal income tax consequences of the reverse stock split. It does not address any state, local or foreign income or other tax consequences, which, depending upon the jurisdiction and the status of the stockholder/taxpayer, may vary from the United States federal income tax consequences. It applies to you only if you held pre-reverse stock split Common Stock as capital assets for United States federal income tax purposes. This discussion does not apply to you if you are a member of a class of holders subject to special rules, such as (a) a dealer in securities or currencies, (b) a trader in securities that elects to use a mark-to-market method of accounting for your securities holdings, (c) a bank, (d) a life insurance company, (e) a tax-exempt organization, (f) a person that owns shares of Common Stock that are a hedge, or that are hedged, against interest rate risks, (g) a person who owns shares of Common Stock as part of a straddle or conversion transaction for tax purposes or (h) a person whose functional currency for tax purposes is not the U.S. dollar. The discussion is based on the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), its legislative history, existing, temporary and proposed regulations under the Internal Revenue Code, published rulings and court decisions, all as of the date hereof. These laws, regulations and other guidance are subject to change, possibly on a retroactive basis. We have not sought and will not seek an opinion of counsel or a ruling from the Internal Revenue Service regarding the United States federal income tax consequences of a reverse stock split.

PLEASE CONSULT YOUR OWN TAX ADVISOR CONCERNING THE CONSEQUENCES OF THE REVERSE STOCK SPLIT IN YOUR PARTICULAR CIRCUMSTANCES UNDER THE INTERNAL REVENUE CODE AND THE LAWS OF ANY OTHER TAXING JURISDICTION.

Tax Consequences to United States Holders of Common Stock.  A United States holder, as used herein, is a stockholder who or that is, for United States federal income tax purposes: (a) a citizen or individual resident of the United States, (b) a domestic corporation, (c) an estate whose income is subject to United States federal income tax regardless of its source, or (d) a trust, if a United States court can exercise primary supervision over the trust’s administration and one or more United States persons are authorized to control all substantial decisions of the trust. This discussion applies only to United States holders.

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No gain or loss should be recognized by a stockholder upon such stockholder’s exchange of pre-reverse stock split shares for post-reverse stock split shares pursuant to the reverse stock split (except to the extent of cash received in lieu of a fractional share). The aggregate adjusted basis of the post-reverse stock split shares of Common Stock received will be the same as the aggregate adjusted basis of the Common Stock exchanged for such new shares, increased by any gain realized as a result of the cash received in lieu of a fractional share (as discussed below) and reduced by the amount of cash received. The stockholder’s holding period for the post-reverse stock split shares will include the period during which the stockholder held the pre-reverse stock split shares surrendered. A stockholder who receives cash in lieu of a fractional share of new Common Stock generally will recognize taxable gain or loss up to the amount of cash received. The gain or loss resulting from the payment of cash in lieu of the issuance of a fractional share will be taxed as capital gain or loss. Such capital gain or loss will be short term if the pre-reverse split shares were held for one year or less and long term if held more than one year.

Payment of cash in lieu of fractional shares within the United States or through certain United States related financial intermediaries is subject to both backup withholding and information reporting unless the beneficial owner certifies under penalties of perjury that it is not a United States holder (and the payor does not have actual knowledge or reason to know that the beneficial owner is a United States holder) or the stockholder otherwise establishes an exemption. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against such stockholder’s United States federal income tax liability provided the required information is furnished to the Internal Revenue Service.

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Accounting Consequences

Following the Effective Date of the reverse stock split, if any, the net income or loss and net book value per share of Common Stock will be increased because there will be fewer shares of the Common Stock outstanding. We do not anticipate that any other accounting consequences would arise as a result of the reverse stock split.

Exchange of Stock Certificates

As of the Effective Date, each certificate representing shares of our Common Stock outstanding before the reverse stock split will be deemed, for all corporate purposes, to evidence ownership of the reduced number of shares of our Common Stock resulting from the reverse stock split. All shares underlying options, warrants and other securities exchangeable or exercisable for or convertible into Common Stock also automatically will be adjusted on the Effective Date.

Our transfer agent, American Stock Transfer & Trust Company, will act as the exchange agent for purposes of exchanging stock certificates subsequent to the reverse stock split. Shortly after the Effective Date, stockholders of record will receive written instructions requesting them to complete and return a letter of transmittal and surrender their old stock certificates for new stock certificates reflecting the adjusted number of shares as a result of the reverse stock split. Certificates representing shares of Common Stock issued in connection with the reverse stock split will continue to bear the same restrictive legends, if any, that were borne by the surrendered certificates representing the shares of Common Stock outstanding prior to the reverse stock split. No new certificates will be issued until such stockholder has surrendered any outstanding certificates, together with the properly completed and executed letter of transmittal, to the exchange agent. Until surrendered, each certificate representing shares of Common Stock outstanding before the reverse stock split would continue to be valid and would represent the adjusted number of shares, based on the ratio of the reverse stock split.

Any stockholder whose stock certificates are lost, destroyed or stolen will be entitled to a new certificate or certificates representing post-reverse stock split shares upon compliance with the requirements that we and our transfer agent customarily apply in connection with lost, destroyed or stolen certificates. Instructions as to lost, destroyed or stolen certificates will be included in the letter of instructions from the exchange agent.

Upon the reverse stock split, we intend to treat stockholders holding our Common Stock in “street name”, through a bank, broker or other nominee, in the same manner as registered stockholders whose shares are registered in their names. Banks, brokers and other nominees will be instructed to effect the reverse stock split for their beneficial holders holding our Common Stock in “street name.” However, such banks, brokers

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and other nominees may have different procedures than registered stockholders for processing the reverse stock split. If you hold your shares in “street name” with a bank, broker or other nominee, and if you have any questions in this regard, we encourage you to contact your bank, broker or nominee.

YOU SHOULD NOT DESTROY YOUR STOCK CERTIFICATES AND YOU SHOULD NOT SEND THEM NOW. YOU SHOULD SEND YOUR STOCK CERTIFICATES ONLY AFTER YOU HAVE RECEIVED INSTRUCTIONS FROM THE EXCHANGE AGENT AND IN ACCORDANCE WITH THOSE INSTRUCTIONS.

If any certificates for shares of Common Stock are to be issued in a name other than that in which the certificates for shares of Common Stock surrendered are registered, the stockholder requesting the reissuance will be required to pay to us any transfer taxes or establish to our satisfaction that such taxes have been paid or are not payable and, in addition, (a) the transfer must comply with all applicable federal and state securities laws, and (b) the surrendered certificate must be properly endorsed and otherwise be in proper form for transfer.

Book-Entry

The Company's registered stockholders may hold some or all of their shares electronically in book-entry form with our transfer agent. These stockholders do not have stock certificates evidencing their ownership of the Company’s Common Stock. They are, however, provided with a statement reflecting the number of shares of the Company’s Common Stock registered in their accounts.

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If you hold registered shares of the Company’s Common Stock in book-entry form, you do not need to take any action to receive your post-reverse stock split shares of the Company’s Common Stock in registered book-entry form or your cash payment in lieu of any fractional share interest, if applicable.

If you are entitled to post-reverse stock split shares of the Company’s common stock, a transaction statement will automatically be sent to your address of record by our transfer agent as soon as practicable after the Effective Date of the reverse stock split indicating the number of shares of the Company’s common stock you hold.

If you are entitled to a cash payment in lieu of any fractional share interest, a check will be mailed to you at your address of record as soon as practicable after the Effective Date of the reverse stock split. By signing and cashing this check, you will warrant that you owned the shares of the Company’s Common Stock for which you received a cash payment. See “Fractional Shares” above for additional information.

Vote Required and Recommendation

The Delaware General Corporation Law and our Certificate of Incorporation require that, in order for us to amend the Certificate of Incorporation to give effect to the reverse stock split, such amendment must be approved by our Board of Directors and approved by the affirmative vote of a majority of the outstanding shares of stock entitled to vote on such an amendment.

Our Board of Directors adopted resolutions on DecemberJanuary 12, 2014,2016, approving the reverse stock split and the amendment to our Certificate of Incorporation and declaring that the amendment to the Certificate of Incorporation to effect the reverse stock split is advisable and in the best interests of the Company and its stockholders.

The Board of Directors recommends a vote “FOR” the authorization of the Board of Directors to implement a reverse split of our Common Stock, including the authorization to file the proposed amendment to our Certificate of Incorporation prior to April 27, 2015.5, 2017.

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PROPOSAL 4: APPROVAL OF CONTENTSAN AMENDMENT TO OUR AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO DECREASE THE NUMBER OF SHARES OF AUTHORIZED COMMON STOCK

We are requesting that stockholders approve a proposed amendment to our Amended and Restated Certificate of Incorporation (the “Authorized Shares Amendment”) to decrease our authorized shares of Common Stock from 240,000,000 shares to 80,000,000 shares; implementation of Proposal 4 is conditioned upon the approval and implementation of Proposal 3; if Proposal 3 is not approved and implemented, then Proposal 4 will not be implemented. The Authorized Shares Amendment will not affect the number of authorized shares of Preferred Stock. On January 15, 2016, the Board of Directors approved, the Authorized Shares Amendment, subject to stockholder approval. The Authorized Shares Amendment would amend and restate Article IV, Section 1 of the Amended and Restated Certificate of Incorporation to read as follows:

“Section 1. Authorized Stock.   The aggregate number of shares of capital stock which the Corporation shall have authority to issue is Ninety Million (90,000,000), of which (i) Eighty Million (80,000,000) shares shall be designated as common stock, par value $0.01 per share (the “Common Stock”), and (ii) Ten Million (10,000,000) shares shall be designated as preferred stock, par value $0.01 per share (the “Preferred Stock”).”

Purpose and Effect of the Authorized Shares Amendment

The purpose of the proposed amendment is to minimize, to the extent possible, our future annual franchise taxes paid to the Secretary of State of Delaware. Franchise taxes in Delaware are determined in part based on the number of authorized shares in our Amended and Restated Certificate of Incorporation, and thus the Authorized Shares Amendment is expected to result in a decrease in our future Delaware franchise taxes.

The decrease in authorized common stock will not have any effect on the rights of existing stockholders. However, the decrease in the number of authorized shares of Common Stock may impact certain of our anti-takeover strategies. For example, our Board of Directors’ ability to issue additional shares of Common Stock to dilute the ownership or voting rights of persons seeking to obtain control of the Company will be limited. We are not aware of any actual or contemplated takeover attempt. Should we determine in the future that it is advisable to issue shares of Common Stock in excess of the authorized shares available for issuance after this reduction, we would need to obtain stockholder approval to increase the number of authorized shares of Common Stock prior to any such issuances.

Implementation of Proposal 4 is conditioned upon the approval and implementation of Proposal 3; if Proposal 3 is not approved and implemented, then Proposal 4 will not be implemented. If the Authorized Shares Amendment is approved by our stockholders, it will become effective upon a filing of, or at such later time as is specified in, a certificate of amendment to our Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware.

The Board of Directors recommends a vote “FOR” the proposal to approve the amendment to our Amended and Restated Certificate of Incorporation to decrease the number of shares of authorized common stock from 240,000,000 to 80,000,000.

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PROPOSAL 3:5: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee has selected KPMG LLP[        ] as our independent registered public accounting firm for the fiscal year ending August 31, 2015,2016, and has further directed that management submit the selection of an independent registered public accounting firm for ratification by the stockholders at the Meeting.

Neither our amended and restated bylaws nor other governing documents require stockholder ratification of the selection of our independent registered public accounting firm. However, the Audit Committee is submitting the selection of KPMG LLP[        ] to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the selection, the Audit Committee will reconsider whether or not to retain KPMG LLP.[        ]. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if they determine that such a change would be in the best interests of the Company and its stockholders.

The Board of Directors recommends a vote “FOR” the ratification of the appointment of KPMG LLP [ ]as the independent registered public accounting firm to serve as Ceres’ independent auditor for the fiscal year ending August 31, 2015.2016.

We expect representatives of KPMG LLP[        ] to be present at the Meeting, and they will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.

Independent Registered Public Accounting Firm’s Fees

The following table presents fees billed for professional audit services and other services rendered to us by KPMG LLP for the years ended August 31, 20142015 and 20132014 (in thousands).

		Year ended August 31,								Year ended August 31,
		2014				2013				2015				2014
Audit Fees		$	658			$	485			$	673			$	658
Audit-related Fees			45								—				45
Tax Fees			—				—				—				—
All Other Fees			3				—				3				3
TOTAL		$	706			$	485			$	676			$	706

In the above table, in accordance with applicable SEC rules:

The “Audit Fees” category includes aggregate fees billed in the relevant fiscal year for professional services rendered for the audit of annual financial statements, review of financial statements included in Quarterly Reports on Form 10-Q, services rendered in connection with our initial public offeringofferings and for services that are normally provided in connection with statutory or regulatory filings or engagements for those fiscal years.

The “Audit-Related Fees” category consists of fees billed for professional services rendered in connection with audit requirements relating to our government grants.

“Tax Fees” are fees in the relevant fiscal year for professional services for tax compliance, tax advice, and tax planning. We did not incur any fees related to tax services from KPMG LLP in the years ended August 31, 20142015 or 2013.2014.

“All Other Fees” are fees in the relevant fiscal year for any products and services not included in the first three categories.

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Audit Committee Pre-approval Policy

The Audit Committee pre-approves all audit and non-audit services provided by our independent registered public accounting firm, except where pre-approval is not required because such non-audit services arede minimisunder the rules of the SEC, in which case subsequent approval may be obtained. The Audit Committee may delegate to one or more designated members of the Audit Committee the authority to pre-approve audit and permissible non-audit services, provided such pre-approval decision is presented to the full Audit Committee at its scheduled meetings. Our Audit Committee pre-approval policy is set forth in the Audit Committee Charter available athttp://investor.ceres.net.

All fees paid to, and all services provided by, KPMG LLP during the years ended August 31, 20142015 and 20132014 were pre-approved by the Audit Committee.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

Voting Securities

The number of outstanding shares of our Common Stock at the close of business on January 20, 2015,February [8], 2016, the record date for determining our stockholders who are entitled to notice of and to vote at the Meeting, is 48,261,466.[14,685,700].

Beneficial Ownership of Directors, Officers and 5% Stockholders

The following table sets forth information with respect to the beneficial ownership of our Common Stock, as of January 20,November 10, 2015, by:

each person, or group of affiliated persons, who is known by us to beneficially own more than 5% of our voting securities;

each of our directors;

each of our named executive officers; and

all of our directors and executive officers as a group.

Beneficial ownership is determined in accordance with the rules of the SEC and generally includes any shares over which the individual or entity has sole or shared voting power or investment power. The information does not necessarily indicate beneficial ownership for any other purpose. Except as indicated in the footnotes to this table and pursuant to applicable community property laws, to our knowledge the persons named in the table below have sole voting and investment power with respect to all shares of Common Stock beneficially owned.

Percentage ownership of our Common Stock in the table is based on 48,261,4668,830,700 shares of our Common Stock outstanding on January 20,November 10, 2015. The number of shares beneficially owned by each person or group as of January20,November 10, 2015 includes shares of Common Stock that such person or group had the right to acquire on or within 60 days after January 20,November 10, 2015, upon the exercise of options and warrants. References to options and warrants in the footnotes of the table below include only options and warrants outstanding as of January 20,November 10, 2015 that were exercisable on or within 60 days after January 20,November 10, 2015. For the purposes of calculating each person’s or group’s percentage ownership, stock options and warrants exercisable within 60 days after January 20,November 10, 2015 are included for that person or group but not the stock options or warrants of any other person or group.

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Information in the table is derived from SEC filings made by such persons on Schedule 13D, Schedule 13G and/or under Section 16(a) of the Exchange Act and other information received by us. Except as otherwise set forth below, the address of the beneficial owner is c/o Ceres, Inc., 1535 Rancho Conejo Blvd., Thousand Oaks, CA 91320.

Name and Address of Beneficial Owner		Number (#)				Percentage (%)
5% Stockholders
Artal Luxembourg S.A.(1)			8,683,914				17.81	%
Ambergate Trust(2)			3,265,232				6.70
Warburg Pincus Private Equity IX, L.P.(3)			2,922,345				6.00
Directors and Named Executive Officers
Cheryl Morley(4)			17,499				*
Pascal Brandys(5)			99,190				*
Richard Flavell(6)			251,578				*
Daniel Glat(7)			9,721				*
Robert Goldberg(8)			233,129				*
Aflalo Guimaraes			0				*
Richard Hamilton(9)			1,126,719				2.29
Thomas Kiley(10)			99,036				*
Steven Koonin(11)			19,443				*
Paul Kuc(12)			359,164				*
Wilfriede van Assche(13)			140,440				*
All directors and executive officers as a group (12 persons)			2,564,191				5.13	%

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Name and Address of Beneficial Owner		Number (#)				Percentage (%)
5% Stockholders
Artal Luxembourg S.A.(1)			1,080,750				12.16
Directors and Named Executive Officers
Cheryl Morley(2)			2,187				*
Pascal Brandys(3)			12,883				*
Richard Flavell(4)			32,052				*
Robert Goldberg(5)			29,270				*
Aflalo Guimaraes(6)			486
Richard Hamilton(7)			107,063				1.20
Thomas Kiley(8)			12,376				*
Paul Kuc(9)			55,324				*
Wilfriede van Assche(10)			21,168				*
All directors and executive officers as a group (10 persons)			302,961				3.36	%

*

Less than 1%.

(1)

Includes 491,74756,730 shares of Common Stock that may be acquired pursuant to the exercise of warrants held by Artal Luxembourg S.A. The address for Artal Luxembourg S.A. is 10-12 avenue Pasteur, L-2310 Luxembourg.

(2)

Represents 2,906,232 shares of common stock held by Rothschild Trust Guernsey Limited as Trustee F/B/O the Ambergate Trust, or Rothschild, and 359,000 shares of common stock held by The Lynda De Logi Trust. Includes 453,866 shares of common stock that may be acquired pursuant to the exercise of warrants held by Rothschild. The address for Rothschild is PO Box 472, St. Julian’s Court, St. Julian’s Avenue, St. Peter Port GY1 6AX, Guernsey.

(3)

Includes 461,538 shares of Common Stock that may be acquired pursuant to the exercise of warrants held by Warburg Pincus Private Equity IX, L.P., a Delaware limited partnership, or WP IX. Warburg Pincus IX GP L.P., a Delaware limited partnership, or WP IX GP, is the general partner of WP IX. WPP GP LLC, a Delaware limited liability company, or WPP GP, is the general partner of WP IX GP. Warburg Pincus Partners L.P., a Delaware limited partnership, or WP Partners, is the sole member of WPP Partners. Warburg Pincus Partners GP LLC, a Delaware limited liability company, or WPP GP LLC, is the general partner of WP Partners. Warburg Pincus & Co., a New York general partnership, or WP, is the managing member of WP Partners. Warburg Pincus LLC, a New York limited liability company, or WP LLC, manages WP IX. Charles R. Kaye and Joseph P. Landy are Managing General Partners of WP and Managing Members and Co-Chief Executive Officers of WP LLC and may be deemed to control the Warburg Pincus entities. Messrs. Kaye and Landy disclaim beneficial ownership of all shares held by the Warburg Pincus entities. The address for the Warburg Pincus entities is 450 Lexington Avenue, New York, NY 10017.

(4)

Includes 17,4992,187 shares of Common Stock issuable pursuant to stock options exercisable within 60 days of January 20,November 10, 2015.

(5)(3)

Includes 40,6245,563 shares of Common Stock issuable pursuant to stock options exercisable within 60 days of January 20,November 10, 2015.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In addition to the compensation arrangements, including employment, termination of employment and change-in-control and indemnification arrangements, discussed above under “Proposal 1“Management” and “Management — Election of Directors” and below under “Executive Officers,Executive Compensation,” the following is a description of each transaction since September 1, 2013,2014, and each currently proposed transaction in which:

Indemnification Arrangements

We have entered into an indemnity agreement with each of our directors and officers. The indemnity agreements and our amended and restated certificate of incorporation and amended and restated bylaws require us to indemnify our directors and officers to the fullest extent permitted by Delaware law. Please see “Limitation“Management — Limitation of Liability and Indemnification of Officers and Directors”.Directors.”

Executive Compensation and Employment Arrangements

Please see “Executive Compensation” for information on compensation arrangements with our executive officers, including option grants and agreements with executive officers.

Investors’ Rights Agreement

Stockholder Registration Rights

In June 2010, we entered into an Amended and Restated Investors’ Rights Agreement, or the Investors’ Rights Agreement, with our major stockholders pursuant to which we agreed to provide certain rights to those stockholders that are a party to the Investors’ Rights Agreement to register the shares of our Common Stock (i) issuable upon conversion of outstanding convertible preferred stock, (ii) issued as a dividend or other distribution related to the convertible preferred stock, (iii) currently held or later acquired, and (iv) issuable upon the exercise of warrants held by any stockholder that is party to the agreement. We will bear all expenses incurred in connection with any underwritten registration, including, without limitation, all registration, filing and qualification fees, printers and accounting fees and the reasonable fees of counsel for the selling holders, but excluding underwriting discounts and commissions.

The registration rights provided for under the Investors’ Rights Agreement terminate after the earlier of five years following the consummation of an initial public offering, or any such time as the holder would be able to dispose of all of its registrable securities in any three month period under SEC Rule 144.

Demand Registration Rights

Pursuant to the Investors’ Rights Agreement, if, at any time after six months after the effective date of the first registration statement for a public offering of our securities (other than a registration statement relating either to the sale of securities to our employees pursuant to a stock option, stock purchase or similar plan or an SEC Rule 145 transaction), upon the written request of the holders of at least 15% of the securities covered by the Investors’ Rights Agreement that we file a registration statement under the Securities Act covering the registration of at least 15% of the securities covered by the Investors’ Rights Agreement, then we are required to file a registration statement covering the resale of the Common Stock requested to be registered. We are not obligated to file a registration statement after we have effected five registration statements pursuant to the Investors’ Rights Agreement or during certain periods prior to and after a registration statement has been filed by the company or, for a period of 90 days in the event the Boardboard of Directors,directors, in its judgment, makes the determination that it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed and is therefore essential to defer the filing of such registration statement.

If an underwriter selected for an underwritten offering advises the holders demanding registration that marketing factors require a limitation on the number of shares to be underwritten, then, subject to certain

EXECUTIVE OFFICERS

The following table sets forth information regarding our non-director executive officers as of January 20, 2015.February [8], 2016.

Name		Age
Name		Age		Position
Paul Kuc		5253		Chief Financial Officer
Wilfriede van Assche		6061		Senior Vice President, General Counsel and Secretary
Roger Pennell, Ph.D.		5556		Vice President of Trait Development

Our executive officers are elected by, and serve at the discretion of, our Board of Directors. There are no family relationships among any of our directors and executive officers.

Paul Kuc, Chief Financial Officer

Mr. Kuc joined Ceres in 2008 as Chief Financial Officer, following a 12-year career with Monsanto Company, where he held various regional and global finance positions, including posts in Argentina, Brazil, Canada, Mexico and the United States, with his last position, beginning April 2007, as Lead Worldwide Manufacturing Finance at Seminis, Inc., which was purchased by Monsanto in 2005. At Monsanto, among other responsibilities, he developed and implemented international costing and financial systems for the seed and agricultural biotechnology company. Mr. Kuc began his career, from June 1994 to June 1996, at the pharmaceutical company Eli Lilly and Company. He holds a Master’s of Science degree in Economics from the University of Lodz, Poland and an M.B.A. from the Ivey Business School, University of Western Ontario, Canada.

Wilfriede van Assche, Senior Vice President & General Counsel and Secretary

Ms. van Assche joined Ceres in 2000. She has more than 25 years of legal experience in the plant biotechnology and seed industry. From 1996 until 2000, Ms. van Assche was the General Counsel of the plant biotechnology and seed divisions of Hoechst Schering AgrEvo GmbH and following the merger of Hoechst and Rhone Poulenc, of the same divisions of Aventis, a leading life sciences company that is now part of Bayer AG. Previously, she was the General Counsel of Plant Genetic Systems N.V. from 1988 until its acquisition by Hoechst Schering AgrEvo GmbH in 1996. She began her career with the law firm De Bandt van Hecke (now Linklaters) in Belgium from 1979 until 1982, and was counsel in the legal department of GTE Atea (now Siemens), a telecommunications company, from 1982 until 1988. Ms. van Assche holds a law degree from the University of Leuven and a postgraduate degree from the College of Europe. She is a member of the State Bar of California.

Roger Pennell, Ph.D., Vice President of Trait Development

Dr. Pennell joined Ceres in 1998 and held various research management positions, including Director, Trait Development from 2006 until 2009 when he assumed his current role as Vice President of Trait Development. Dr. Pennell has been an Adjunct Professor in the Department of Molecular, Cellular and Developmental Biology at the University of California, Los Angeles since 2001 and a frequent reviewer for the scientific press. Dr. Pennell holds a Ph.D. from University College London. He performed post-doctoral research at the John Innes Institute and Wageningen Agricultural University, and in 1990 was the recipient of a prestigious Royal Society University Research Fellowship, which he used at University College London and, from 1995, at the Salk Institute. During this time, Dr. Pennell studied cellular and molecular aspects of plant growth, development and disease resistance, and has published more than 40 scientific papers on these subjects.

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth information regarding compensation earned by our named executive officers for the years ended August 31, 2015, 2014 and 2013.

Name and Principal Position		Year				Salary ($)				Bonus ($)(1)				Stock Awards ($)(2)				Option Awards ($)(2)				All Other Compensation ($)				Total ($)
Richard HamiltonPresident and Chief Executive Officer			2014				466,000				168,925				103,333				163,334				10,100	(3)			911,692
			2013				466,000				—				262,824				—				10,934				739,758
Paul Kuc Chief Financial Officer			2014				323,000				96,900				82,667				130,666				6,263	(4)			639,496
			2013				323,000				—				182,172				—				6,582				511,754
Wilfriede van Assche Senior Vice President and General Counsel			2014				300,000				90,000				16,533				26,134				10,100	(5)			442,767
			2013				300,000				—				—								10,295				310,295

Outstanding Equity Awards at Fiscal 20142015 Year-End

The following table itemizes outstanding equity awards held by the named executive officers as of August 31, 2014.2015.

		Option Awards																				Stock Awards
Name		Option Grant Date				Number of Securities Underlying Unexercised Options(#) Exercisable(1)*				Number of Securities Underlying Unexercised Options(#) Unexercisable				Option Exercise Price ($)(2)				Option Expiration Date				Number of Shares or Units of Stock (#) That Have Not Vested**				Stock Award Grant Date				Market Value of Shares or Units of Stock ($) That Have Not Vested(3)
Richard Hamilton			12/19/2002				400,000	(4)			—				1.95				12/18/2015
			1/16/2006				68,333	(5)			—				3.90				1/15/2016
			12/21/2007				187,332	(6)			—				6.75				12/20/2017
			6/23/2011				66,666	(7)(8)			—				16.77				6/22/2021
			2/27/2012				60,598	(9)(10)			72,735	(9)(10)			13.00				2/26/2022
																							31,067				10/10/2012				16,776
			9/25/2013				83,333	(11)(12)			83,334	(11)(12)			1.24				9/24/2023
																							41,667				9/25/2013				22,500
Paul Kuc			9/3/2008				109,999	(13)			—				6.75				9/2/2018
			6/8/2010				33,332	(14)			—				6.75				6/7/2020
			6/23/2011				13,333	(7)(8)			—				16.77				6/22/2021
			2/27/2012				18,709	(9)(10)			27,957	(9)(10)			13.00				2/26/2022
																							21,534				10/10/2012				11,628
			9/25/2013				66,666	(11)(12)			66,667	(11)(12)			1.24				9/24/2023
																							33,334				09/25/2013				18,000
Wilfriede van Assche			1/16/2006				34,166	(5)			—				3.90				1/15/2016
			6/8/2010				8,333	(14)			—				6.75				6/7/2020
			1/20/2011				16,666	(15)			—				7.32				1/19/2021
			6/23/2011				13,333	(7)(8)			—				16.77				6/22/2021
			2/27/2012				12,346	(9)(10)			17,654	(9)(10)			13.00				2/26/2022
			9/25/2013				13,333	(11)(12)			13,334	(11)(12)			1.24				9/24/2023
																							6,667				9/25/2013				3,600

Name		Post-OfferingPost- Offering Salary ($)
Richard Hamilton			466,000480,000
Paul Kuc			323,000333,000
Wilfriede van Assche			300,000309,000

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Equity Compensation Plans

The following table provides information as of August 31, 2014 regarding compensation plans under which our equity securities are authorized for issuance:

Plan Category		Number of Securities to be Issued Upon Exercise of Outstanding Options				Weighted Average Exercise Price of Outstanding Options				Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans
Equity compensation plans approved by stockholders			3,172,948	(1)		$	5.83				1,241,526	(2)
Equity compensation plans not approved by stockholders			—				—				—
Total			3,172,948	(1)		$	5.83				1,241,526	(2)

(1)

Consists of shares underlying stock options granted under our Amended and Restated 2011 Equity Incentive Plan, or the 2011 Plan, our 2010 Stock Option/Stock Issuance Plan, or the 2010 Plan, and our 2000 Stock Option/Stock Issuance Plan, or the 2000 Plan.

(2)

Consists of shares issuable under the 2011 Plan and the 2010 Plan. No additional shares are available for future issuance under the 2000 Plan other than in respect of shares underlying outstanding stock options. The shares issuable under the 2011 Plan may be increased by the number of shares that would have been issuable under any stock option granted under the 2010 Plan or the 2000 Plan that were forfeited or that expired without being exercised. No future grants will be made under the 2010 Plan.

Appendix A

SECOND AMENDED AND RESTATED

CERES, INC. 2011 EQUITY INCENTIVE PLAN

ARTICLEI PURPOSE OF

THE PLAN

The purpose of the Ceres, Inc. 2011EquityIncentivePlan(the“Plan”)isto promotethesuccess and enhancethevalueofCeres,Inc.bylinkingthepersonalinterestsofthemembersoftheBoard,EmployeesandConsultantstothoseofCompany stockholders and by providingsuchindividualswith anincentiveforoutstandingperformancetogeneratesuperior returns toCompany stockholders.

ARTICLEII

DEFINITIONS

As used herein, thefollowing definitions will apply:

2.1 “Administrator”means the person(s) who conduct the general administration of the Plan as provided in Article V.With reference to the duties of the Committee under the Plan that have been delegated to one or more persons pursuant to Article V, orastowhichtheBoardhasassumed,theterm “Administrator”shallrefertosuchperson(s) unless the Committee or the Board has revoked such delegation or the Board has terminated the assumption of such duties.

2.2 “ApplicableLaws”meanstherequirementsrelatingtotheadministration of equity-based awards or equity compensation plans under U.S. statecorporate laws, U.S. Federalandstatesecuritieslaws,theCode,anystockexchangeorquotationsystem onwhichthe CommonStockislistedorquoted and the applicable laws of any foreigncountryorjurisdiction where Awards are, or will be, granted under the Plan.

2.3 “Award”means,individuallyorcollectively,agrantunderthePlanof Options,SARs, Restricted Stock, Restricted Stock Units, Performance Shares, Performance Units,DividendEquivalents,DeferredStock,StockPaymentsoranyothertypeofawardthatmay be granted under the Plan.

2.4 “AwardAgreement”meansthewrittenorelectronicnotice,agreement, contract or other instrument or document evidencing the Award and setting forth the terms and provisions applicable to each Award granted under thePlan.

2.5 “Board”meanstheBoardofDirectorsoftheCompany, asconstitutedfromtimetotime.

2.6 “Change in Control”means the occurrence of any of the following events:

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(a) Any“person”orgroupof“persons”(assuchtermisusedinSections 13(d)and14(d)oftheExchangeAct)becomesthe“beneficialowner”(asdefinedinRule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing greater than 50% of the total voting power represented by the Company’s thenoutstandingvotingsecurities(orhasbecomethebeneficial ownerduringthe12- month period ending on thedate of themost recent acquisition by such personor persons);

(b) TheconsummationofthesaleordispositionbytheCompanyofallor substantiallyall oftheCompany’s assets;or

(c) Theconsummationofamergerorconsolidation of theCompanywithany othercorporation,otherthanamergerorconsolidation that would resultinthevoting securitiesof theCompanyoutstandingimmediatelypriortheretocontinuingtorepresent (eitherbyremainingoutstandingorbybeingconvertedintovotingsecuritiesof the survivingentityoritsparent)50%ormoreof thetotalvotingpowerrepresentedbythe voting securities of the Company or suchsurviving entity or its parent outstanding immediately after suchmerger or consolidation;

provided,however,thatifaChangeinControl constitutesapaymenteventwithrespecttoany Award that provides for the deferral of compensation and is subject toSection 409A of the Code, thetransactionoreventdescribed in subsection(a),(b)or(c)herein,with respecttosuchAward must also constitute a “change in control event,” as defined in Treasury Regulation §1.409A-3(i)(5) to the extent requiredbySection409AoftheCode.TheCommitteeshallhave full and final authority, which shall be exercised in good faith, to determine conclusively whether aChangeinControlof theCompanyhasoccurred pursuanttotheabovedefinition,andthedate of the occurrence of suchChange in Control and any incidentalmatters relating thereto.

2.7 “Code”meanstheInternalRevenueCodeof1986,asamended,andthe rules and regulations promulgated thereunder fromtime to time.

2.8 “Committee”means the Compensation Committee of the Board, or anothercommitteeorsubcommitteesatisfying allApplicableLaws,asappointedbytheBoardin accordance with Article V of the Plan.

2.9 “CommonStock”meanstheCommonStockoftheCompany,parvalue $0.01.

2.10 “Company”meansCeres,Inc.,aDelawarecorporation,oranysuccessor thereof.

2.11 “Consultant”meansanyperson,includinganadvisor,engagedbythe CompanyoraParentorSubsidiarytorenderservicestosuchentitywho qualifiesasaconsultant under the applicable rules of the Securities and Exchange Commission for registration of shares on a FormS-8 Registration Statement.

2.12 “CoveredEmployee”shallmeananyEmployeewhois,orcouldbe,a “covered employee” within themeaning of Section 162(m) of the Code.

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2.13 “Director”means amember of the Board.

2.14 “Dividend Equivalent” means a credit, made at the discretion of the Administrator, to the account of a Participant in an amount equal to the value of dividends paid on one Share for each Share represented by an Award held by such Participant.

2.15 “Effective Date” means February 27, 2012.

2.16 “Employee” means any person employed by the Company or any Parent or Subsidiary of the Company. Neither service as a Director nor payment of a director’s fee by the Company will be sufficient to constitute “employment” by the Company.

2.17 “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder from time to time.

2.18 “Fair Market Value” means, as of any date, the value of Common Stock determined as follows:

(a) If the Common Stockis listed on any established stock exchange (such as theNewYorkStockExchangeandthe NASDAQGlobalSelectMarket)ornationalmarket system, its Fair Market Value shall be the closing sales price for a Share as quoted onsuchexchangeorsystem forsuchdateor, ifthereisnoclosingsalespriceforaShare onthedateinquestion,theclosingsalesprice foraShareonthelastprecedingdatefor whichsuchquotationexists,asreportedinTheWallStreetJournalorsuchothersource as the Administrator deems reliable;

(b) IftheCommonStockisnotlistedonanestablishedstockexchangeor nationalmarket system, but the Common Stock is regularly quoted by a recognized securities dealer, its Fair Market Value shall be themean of the high bid and low asked prices for such date or, if there are no high bid and low asked prices for a Share on such date,thehighbidandlowaskedpricesforaShareon thelastprecedingdateforwhich such information exists, as reported inThe Wall Street Journalor such other source as the Administrator deems reliable; or

(c) IftheCommonStockisneitherlistedonanestablishedstockexchangeor anationalmarketsystemnorregularlyquotedbyarecognized securitiesdealer,itsFair MarketValueshallbeestablishedby theAdministratoringoodfaith,incompliancewith the requirements of Section 409A ofthe Code.

2.19 “Fiscal Year” means the fiscal year of the Company.

2.20 “GAAP” means the United States Generally Accepted Accounting

Principles, as in effect from time to time.

2.21 “Greater Than 10% Stockholder” means an individual then owning (within the meaning of Section 424(d) of the Code)more than 10% of the total combined voting powerofallclassesofstockoftheCompany oranysubsidiarycorporation(asdefinedinSection 424(f) of the Code) or Parent thereof (asdefined in Section 424(e) of theCode).

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2.22 “Incentive Stock Option”means an Option intended toqualify asan incentive stock option within themeaning of Section 422 of the Code.

2.23 “Misconduct”means(a) “Cause” as defined in such Participant’s employmentagreement,ifapplicable,or (b) if theParticipantis notapartytoanemployment agreementorifhisorheremploymentagreementdoesnothaveadefinitionof“cause”, the following: (i) the Participant’s breach of any agreement with the Company, (ii) the Participant’sfailureorrefusaltosatisfactorilyperformthedutiesreasonablyrequiredofhimorherasa ServiceProvidertotheCompany,(iii)theParticipant’s commission ofanyactof fraud, embezzlement, dishonesty or insubordination, (iv) the Participant’s unauthorized use or disclosurebysuchpersonof confidentialinformationortradesecretsoftheCompanyorany Subsidiary or affiliate, (v) the Participant’s breach of a Company policy or the rules of any governmentalorregulatorybodyapplicabletotheCompanyor(vi)anyothermisconductby such person which has, or could have, an adverse impact on the business, reputation or affairs of the Company or any ofits Subsidiaries or affiliates.

2.24 “NonstatutoryStockOption”meansanOptionthatisnotanIncentive Stock Option.

2.25 “Officer”meansapersonwhoisanofficeroftheCompanywithinthemeaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder.

2.26 “Option” means a stock option granted pursuant to the Plan.

2.27 “Outside Director”means a Director who is not an Employee.

2.28 “Parent”meansa“parentcorporation,”whethernoworhereafterexisting, as defined in Section 424(e) of the Code.

2.29 “Participant”meanstheholderofanoutstandingAwardgrantedunderthe Plan.

2.30 “PerformanceAward”meansacashbonusaward,stockbonusaward, performance award or incentive award that is paid in cash, Common Stock or a combination of both, awarded under Article XI.

2.31 “Performance-Based Compensation”means any compensation that is intendedtoqualifyas“performance-basedcompensation”asdescribedinSection162(m)(4)(C) of the Code.

2.32 “PerformanceCriteria”meansthecriteriathattheCommitteeselectsfor an Award for purposes of establishing the PerformanceGoalorPerformanceGoalsfora PerformancePeriod, determined as follows:

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(a) The Performance Criteria that shall be used to establish Performance Goalsarelimitedtothefollowing: (i)earnings(eitherbeforeorafterinterest,taxes, depreciationandamortization),(ii)salesorrevenue,(iii)netincome(eitherbeforeor aftertaxes), (iv)operatingearningsorprofit,(v)cashflow,(vi)returnonassetsornet assets,(vii)returnoncapital,(viii)returnonsales,(ix)profitoroperatingmargin, (x) costs,(xi)fundsfromoperations,(xii)expenses,(xiii)workingcapital,(xiv)earnings pershare,(xv)priceper shareofCommonStock,(xvi) regulatorybodyapprovalfor commercializationofaproduct,(xvii)implementationorcompletionof criticalprojects, (xviii)marketshare,(xix)billings,(xx) operatingincomeorprofit,(xxi)operating expenses,(xxii)totalstockholderreturn,(xxiii)cashconversioncycle, (xxiv) economic valueadded,(xxv)contractawardsor backlog,(xxvi)overhead orotherexpense reduction, (xxvii) credit rating, (xxviii) acquisitions or strategic transactions, (xxix) strategic plan developmentand implementation, (xxx) succession plan development and implementation, (xxxi) customer surveys, (xxxii) new product invention or innovation, (xxxiii) attainment ofresearchanddevelopmentmilestones, (xxxiv) improvements in productivity, and (xxxv) attainment of objective operating goals and employeemetrics.

(b) Any of the PerformanceCriteriamay bemeasured either in absolute terms fortheCompanyoranyoperatingorbusiness unit of the Company, as compared to any incremental increase or decrease or as comparedtoresultsof apeergrouportomarket performance indicators or indices.

(c) The Administratormay provide that one ormoreobjectivelydeterminable adjustmentsshallbemadetooneormoreof thePerformanceCriteria. Suchadjustmentsmay include one ormoreof the following: (i) items related to a change in accounting principles;(ii)itemsrelatingtofinancingactivities;(iii)expensesfor restructuringor productivity initiatives; (iv) othernon-operatingitems;(v)itemsrelatedtoacquisitions; (vi)itemsattributableto thebusinessoperationsofanyentityacquiredbytheCompany during the Performance Period; (vii) items related to the disposal of a business or segmentofabusiness;(viii)itemsrelatedtodiscontinuedoperationsthatdonotqualify as a segment of a business under GAAP; (ix) items attributable to any stock dividend, stock split, combination or exchange of shares occurring during the Performance Period; (x) any other items of significant incomeorexpense that are determined to be appropriate adjustments;(xi)itemsrelatingtounusualor extraordinarycorporatetransactions,events or developments; (xii) items related to amortization of acquired intangibleassets; (xiii)itemsthatareoutsidethescopeoftheCompany’score,ongoingbusinessactivities; or (xiv) itemsrelating to any other unusual or non-recurring events or changes in Applicable Laws, accountingprinciplesor business conditions. For all Awards intended to qualify as Performance-Based Compensation, such determinations shall bemade within the time prescribed by, and otherwisein compliance with, Section 162(m)of the Code.

2.33 “PerformanceGoals”means,foraPerformancePeriod,oneormoregoals established in writing by theAdministrator for the Performance Period based upon one ormore Performance Criteria. Depending on the Performance Criteriaused to establish such PerformanceGoals, the Performance Goals may be expressed in termsof overall Company performance or the performanceof a division, operating or business unit, or an individual.

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2.34 “Performance Period” means the Company’s Fiscal Year, or any other period of time as the Administrator may select, over which the attainment of one or more Performance Goals will be measured for the purpose of determining a Participant’s right to, and the payment of, a Performance Award.

2.35 “Plan” means this Ceres, Inc. 2011 Equity Incentive Plan, as amended from time to time.

2.36 “Prior Plans” means the Ceres, Inc. 2010 Stock Option/Stock Issuance Plan, the Ceres, Inc. 2000 Stock Option/Stock Issuance Plan and the Ceres, Inc. 1996 Stock Option/Stock Issuance Plan, as each such plan may have been or may be amended from time to time.

2.37 “Public Trading Date” means the first date upon which Common Stock is listed (or approved for listing) upon notice of issuance on any securities exchange or designated (or approved for designation) upon notice of issuance as a national market security on an interdealer quotation system.

2.38 “Qualifying Termination” means any Termination of the Service of any Participant that occurs within six months prior to or within 12 months following a Change in Control, by reason of:

(a) the Participant’s dismissal or discharge by the Company for reasons other than Misconduct, or

(b) theParticipant’svoluntaryresignation (i) for “Good Reason” as defined in suchParticipant’semploymentagreement,ifapplicable,or(ii)if theParticipantisnota partytoanemploymentagreementorifhisorheremploymentagreementdoesnothave adefinitionof“goodreason”,foranyofthe followingreasons: (A)amaterialadverse change in the Participant’s position with the Company thatmateriallyreduces hisor her levelofresponsibility;(B)amaterialadverse reductionintheParticipant’slevelof base salarybymore than15percent,exceptareductionthatisappliedinaconsistentmanner tosubstantiallyallof theCompany’sotheremployees;or(C)arelocationofthe Participant’s place of employment bymore than 50miles without the Participant’s consent;

provided,however, that in the event of the existence of the grounds set forth in Section 2.38(b), thegroundsshallconstituteaQualifyingTermination only if (A) the Participantprovideswritten noticetotheCompanyofthefactsthatconstitutethegroundswithin90days followingtheinitial existence of the grounds, and the Company thereafterfails to cure such grounds within 30 business days following its receipt of such notice (or, in the event that such grounds cannot be correctedwithinsuch30-dayperiod,theCompanyhasnottakenallreasonablestepswithinsuch 30-day period to correct such grounds as promptly as practicable thereafter).

2.39 “RestrictedStock”meansSharesissuedpursuanttoaRestrictedStock award under Article IX or issued pursuantto the early exercise of an Option.

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2.40 “Restricted Stock Unit” means the right to receive Common Stock, the cash equivalent of a designated number of Shares, or a combination thereof, awarded under Section 11.5 of the Plan.

2.41 “Rule 16b-3” means Rule 16b-3 of the Exchange Act or any successor to Rule 16b-3, as in effect when discretion is being exercised with respect to the Plan.

2.42 “Section 16(b)” means Section 16(b) of the Exchange Act.

2.43 “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

2.44 “Service Provider” means an Employee, Director or Consultant.

2.45 “Share” means a share of Common Stock, as adjusted in accordance withArticle XIII of the Plan.

2.46 “Stock Appreciation Right” or “SAR” means a stock appreciation right granted pursuant to Article X of the Plan.

2.47 “Stock Payment” means (a) a payment in the form of Shares, or (b) an option or other right to purchase Shares, as part of a bonus, deferred compensation or other arrangement, awarded under Section 11.3 of the Plan.

2.48 “Subsidiary” means any entity (other than the Company), whether U.S. or non-U.S., in an unbroken chain of entities beginning with the Company if each of the entities other than the last entity in the unbroken chain beneficially owns, at the time of the determination, securities or interests representing 50% or more of the total combined voting power of all classes of securities or interests in one of the other entities in such chain.

2.49 “Substitute Award” means an Award granted under the Plan upon the assumption of, or in substitution for, outstanding equity awards previously granted by a company or other entity in connection with a corporate transaction, such as a merger, combination, consolidation or acquisition of property or stock;provided,however, that in no event shall the term “Substitute Award” be construed to refer to an award made in connection with the cancellation or repricing of an Option or Stock Appreciation Right.

2.50 “Termination of Service”means:

(a) AstoaConsultant,thetimewhentheengagementoftheConsultantis terminated for any reason, with or without cause, including, withoutlimitation,by resignation,discharge,death or retirement, but excludingterminationswhere the Consultant simultaneously commences or remains in employment orservice with the Company or any Subsidiary.

(b) AstoanOutsideDirector,thetimewhentheOutsideDirectorceasestobe a Director for any reason, including, without limitation, a termination by resignation,failuretobeelected,deathorretirement,butexcludingterminationswheretheOutside Director simultaneously commences or remains in employment or service with the Company or any Subsidiary.

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(c) AstoanEmployee,thetimewhentheemployee-employerrelationship betweentheEmployeeandtheCompanyoranySubsidiary isterminatedforanyreason, including,withoutlimitation,atermination byresignation,discharge, death,disability or retirement,butexcludingterminationswheretheEmployeesimultaneouslycommences or remains in employment or service with the Company or any Subsidiary.

The Administrator, in its sole discretion, shall determine the effect of allmatters and questions relating to a Termination of Service, including,withoutlimitation,the question of whether a Termination of Service resulted from a discharge for cause and all questions of whether particularleavesofabsenceconstituteaTerminationof Service;provided,however,that,with respecttoIncentiveStockOptions,unlesstheAdministratorotherwiseprovidesinthetermsof theAwardAgreementorotherwise,aleaveofabsence,changeinstatusfrom anemployeetoan independentcontractororotherchangeintheemployee-employer relationshipshallconstitutea Termination of Service only if, and to the extent that, such leave of absence, change in status or other change interrupts employmentfor the purposes of Section 422(a)(2) of theCode and the thenapplicableregulationsandrevenuerulingsthereunder;provided,further, thatto theextent any Award provides for the “deferral of compensation” within themeaning of Section 409A(d)(1)oftheCode,aTerminationofServicewillnotbedeemedtohaveoccurred unlessanduntiltheParticipantexperiencesa“separationfrom service,”asdefinedunderSection 409AoftheCode. ForpurposesofthePlan,a Participant’semployee-employerrelationshipor consultancyrelationshipshallbedeemedtobe terminatedintheeventthattheSubsidiary employing or contracting with such Participant ceases to remain a Subsidiary following anymerger,saleofstockorothercorporatetransactionorevent(including,withoutlimitation,a spin-off).

ARTICLEIII

ELIGIBILITY

IncentiveStockOptionsmaybegrantedonlytoEmployees. AllotherAwardsmay be granted to Employees, Consultants and Outside Directors;provided such Consultants and OutsideDirectorsrenderbonafideservicesnotinconnectionwiththeofferandsaleof securities in a capital-raising transaction.

ARTICLEIV

STOCK SUBJECT TOTHE PLAN

4.1StockSubjecttothePlan. SubjecttotheprovisionsofArticleXIIIofthe Plan,themaximum aggregatenumberofSharesthatmaybeissuedunderthePlanis 4,200,000. TheSharesmaybeauthorized,butunissued,orreacquiredCommonStock. Thenumberof Sharesremainingavailableforissuanceshallbe reducedbythenumberofSharessubjectto outstandingAwardsand,forAwardsthatarenotdenominatedbyShares,bythenumberof SharestheparticipantbecomesentitledtoreceiveuponsettlementorpaymentoftheAward;provided,however, the number of Shares available for issuance under the Plan shall not be reducedwithrespecttoanyportionofanAwardthatissettledincash. ThefollowingSharesmay not again bemade available for granting Awards under the Plan: (i) Shares not issued or deliveredasaresultofthenetsettlementofan outstandingAward,(ii)Sharesusedtopaythe exercisepriceorwithholdingtaxesrelatedtoanoutstandingAward,or(iii)Sharesrepurchased on the openmarket with the proceeds of a Stock Option exercise.

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4.2  LapsedAwards. IfanyoutstandingAwardoranyoutstandingaward granted under a Prior Plan expires or is terminated or canceled without having been exercised or settledinfull,orifSharesacquired pursuanttoanAwardsubjecttoforfeitureareforfeited,the Sharesallocabletotheterminatedportion ofsuch AwardorsuchforfeitedSharesshallagainbe available for grant under the Plan.

4.3ShareReserve. TheCompany,duringthetermofthePlan,shallatall timesreserveandkeep availablesuchnumberofSharesaswillbesufficienttosatisfythe requirements of the Plan.

4.4AssumedandSubstitutedShares. TotheextentpermittedbyApplicable Law or any exchange rule, Shares issued in assumption of, or in substitutionfor, any outstanding awardsofanyentityacquiredinanyformofcombinationbytheCompanyoranySubsidiary shallnotbecountedagainstSharesavailableforgrantpursuanttothePlan. Thepaymentof DividendEquivalentsincashinconjunctionwith anyoutstandingAwardsshallnotbecounted against the Shares available for issuance under the Plan. Notwithstanding the provisions of this Section 4.4, no Shares may again be optioned, granted or awarded if such action would cause an IncentiveStock Option to failto qualify as an incentive stock option under Section 422 of the Code.

4.5StockDistributed. AnyCommonStockdistributedpursuanttoanAwardmay consist, in whole or in part, of authorized and unissued Common Stock, treasury Common Stock or Common Stock purchased on the openmarket.

ARTICLEV

ADMINISTRATIONOF THE PLAN

5.1Administrator. TheCommitteeshall administer thePlan (except as otherwiseprovided or permitted herein) and shall consist solely oftwo or more Outside Directors appointedbyandholdingofficeatthepleasureoftheBoard,eachofwhomisintendedtoqualify as(a)a“non-employeedirector”as defined by Rule 16b-3 of theExchangeActoranysuccessor rule, (b) an “outside director” for purposes of Section 162(m) of the Code and (c) an “independentdirector”undertherulesoftheNASDAQCapital Market(orotherprincipal securities market on which Shares are traded);provided that any action taken by the Committee shallbevalidandeffective, whetherornotmembersof theCommitteeatthetimeofsuchaction arelaterdeterminednottohavesatisfiedtherequirementsformembershipsetforthinthis Article V or otherwise provided in any charter of the Committee. Notwithstanding the foregoing, (i) the full Board, acting by amajority of itsmembers in office, shall have final authoritytoapproveallAwardsmadeunderthePlan,excepttotheextentthoseAwardsare required to be granted in the sole discretion of the Committee under Section 162(m)of the Code oranyregulationsorrulesissuedthereunder, orundertherulesoftheNASDAQGlobalSelect MarketorunderanyotherApplicableLaw,(ii)thefullBoard,actingbyamajorityofitsmembers in office, shall conduct the general administration of the Plan with respect to Awards granted to Outside Directors and (iii) the Board or Committeemay delegate its authority hereunder tothe extentpermitted by Section 5.5.

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5.2DutiesandPowersofCommittee.ItshallbethedutyoftheCommitteeto conductthegeneraladministrationofthePlaninaccordancewithitsprovisions. TheCommittee shallhavethepowerto interpretthePlanandtheAwardAgreements,andtoadoptsuchrulesfor theadministration,interpretationand application of the Plan as are not inconsistent therewith, to interpret, amend or revoke any such rules and toamendanyAwardAgreement,providedthatthe rightsorobligationsoftheholderoftheAwardthatisthesubject of any such Award Agreement arenotaffectedadverselybysuchamendment(unlesstheconsentoftheParticipantisobtained or such amendment is otherwise permitted underSection 16.4). In itssole discretion, the Boardmayatanytimeandfrom timetotimeexerciseanyandallrightsanddutiesoftheCommittee underthePlanexceptwithrespect tomattersthatunderRule16b-3undertheExchangeActor anysuccessorrule,underSection 162(m)ofthe Code, or any regulations or rules issued thereunder, or under the rules of the NASDAQ GlobalSelect Market, are required to be determined in the sole discretion of the Committee.

5.3AuthorityofAdministrator. Subjecttoanyspecificdesignationinthe Plan, the Administrator has the exclusive power, authority and sole discretion to:

(a)

DesignateService Providers to receive Awards;

(b) Determine the type or types of Awards to be granted toeach Participant;

(c) DeterminethenumberofAwardstobegrantedandthenumberofShares to which an Award willrelate;

(d) Determinethetermsandconditionsof anyAwardgrantedpursuanttothe Plan,including,butnotlimitedto,theexercise price,grantpriceorpurchaseprice,any reload provision, any restrictions or limitations on the Award, any schedule for vesting,lapse of forfeiture restrictions or restrictionson the exercisability of an Award and accelerationsorwaivers thereof,anyPerformanceCriteriathatwillbeapplicabletoan Award (whether ornot such Award is intended tomeet therequirementsfor performance-based criteria under Section 162(m) of the Code) and any provisions related to noncompetition and recapture of gain on an Award, based in each case on such considerations as the Administratorin its sole discretion determines;

(e) Determinewhether,towhatextent,andpursuanttowhatcircumstancesan Awardmaybesettledin,ortheexerciseprice ofan Awardmay be paid in cash, Common Stock, otherAwards, or other property, or an Awardmay be canceled, forfeited or surrendered;

(f) PrescribetheformofeachAwardAgreement,whichneednotbeidentical for each Participant;

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(g) Decideallothermatters thatmustbedeterminedinconnectionwithan Award;

(h) Establish, adopt or revise any rules and regulations as itmay deem necessary or advisable toadminister the Plan;

(i) Interprettheterms of,andanymatterarisingpursuantto,thePlanorany Award Agreement; and

(j) Makeallotherdecisionsanddeterminationsthatmayberequiredpursuant to the Planor as the Administrator deems necessary or advisable to administer thePlan.

5.4DecisionsBinding. TheAdministrator’sinterpretationofthePlan,any Awards granted pursuant to the Plan, any Award Agreement and alldecisions anddeterminations by the Administrator with respect to the Planare final, binding and conclusive onallparties.

5.5DelegationofAuthority. Totheextentpermitted byApplicableLaw,the BoardorCommitteemayfrom timetotimedelegatetoacommitteeofoneormoremembers of theBoardor oneormoreofficers oftheCompany the authority to grant or amend Awards;provided,however,that innoeventshallanofficer bedelegatedtheauthoritytograntawardsto, or amend awards held by, the following individuals: (a) individuals who are subject to Section 16of theExchangeAct,(b)CoveredEmployees, or(c)officers oftheCompany (or Directors)towhomauthoritytograntoramendAwardshasbeendelegatedhereunder. Any delegationhereunder shallbesubject totherestrictionsand limitsthattheBoardorCommittee specifiesatthetimeof suchdelegation,andtheBoardmay atanytime rescindtheauthorityso delegatedorappointanewdelegatee. Atalltimes,thedelegateeappointedunderthisSection 5.5 shallserve in such capacity at thepleasure of the Board and the Committee.

ARTICLEVIGRANTING

OF AWARDS

6.1Participation. TheAdministratormay,fromtimetotime,selectthose ServiceProviderstowhom anAwardshallbegrantedandshalldeterminethenatureandamount ofeachAward,which shallnotbeinconsistentwith therequirementsofthePlan. No Employee, Consultant or Outside Director shall have any right to be grantedan Award pursuant to the Plan.

6.2Award Agreement. Each Award shall be evidenced by an Award Agreement. Award Agreements evidencing Awards intended to qualify as Performance-Based Compensation shall contain such terms and conditions asmay be necessary tomeet the applicableprovisionsof Section162(m)oftheCode. AwardAgreementsevidencingIncentive Stock Options shall contain such terms and conditions asmay be necessary tomeet the applicableprovisionsofSection422oftheCode. EachAwardAgreementissubjecttotheterms and conditions of the Plan.

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6.3LimitationsApplicabletoSection16Persons. Notwithstandinganyother provisionof thePlan,thePlan,andanyAwardgrantedorawardedtoanyindividualwhoisthen subjecttoSection16oftheExchangeAct,shallbesubjecttoanyadditionallimitationssetforth inanyapplicableexemptionruleunderSection 16oftheExchangeAct(includingRule16b-3) thatarerequirementsfortheapplicationofsuchexemptionrule. Totheextentpermitted by ApplicableLaw,thePlanandAwardsgrantedorawardedhereundershallbedeemedamended to the extent necessary to conformto such applicable exemption rule.

6.4At-WillEmployment. NothinginthePlanorinanyAwardAgreement hereunder shall confer upon any Participant any right to continue in the employ of, or as a DirectororConsultantfor,the CompanyoranySubsidiary,orshallinterferewithorrestrictin any way the rights of the Company and anySubsidiary, which rights are hereby expressly reserved, to discharge any Participantatanytimeforanyreason whatsoever, with or without cause,excepttotheextentexpresslyprovided otherwiseinawrittenagreementbetweenthe Participant and the Company or any Subsidiary.

6.5Non-U.S.Participants. NotwithstandinganyprovisionofthePlantothe contrary, in order to complywith Applicable Laws in othercountries in which the Company and itsSubsidiariesoperateorhaveServiceProviders,orinorderto complywiththerequirementsof anyforeignstockexchange,theAdministrator,in itssolediscretion,shallhavethepowerand authority to: (a) determine which Subsidiaries shall be covered by the Plan; (b) determine which ServiceProvidersoutsidetheUnitedStatesareeligibletoparticipateinthePlan;(c)modifythe termsandconditionsofanyAward grantedtoindividualsoutsidetheUnitedStatestocomply withApplicableLawsorlistingrequirementsof anysuchforeignstockexchange;(d)establish sub-plans andmodifyexercise procedures and other terms and procedures, to the extent such actionsmaybenecessaryoradvisable(anysuchsub-plansand/ormodificationsshallbeattached to the Plan as appendices);provided,however, that no such sub-plans and/ormodifications shall increasethesharelimitationscontainedinArticle IV;and(e)takeanyaction,beforeorafteran Awardismade,thatitdeemsadvisable to obtain approval or comply withanynecessary local governmental regulatory exemptions or approvals or listing requirements of any such foreign stockexchange. Notwithstandingtheforegoing,theAdministratormaynottakeanyactions hereunder, and no Awards shall be granted, that wouldviolatetheExchangeAct,theSecurities Act or any other securities law or governing statute or any other Applicable Law.

6.6Stand-AloneandTandemAwards. AwardsgrantedpursuanttothePlanmay,inthesolediscretionoftheAdministrator, begrantedeitheralone,inadditionto,orin tandem with,anyotherAwardgrantedpursuanttothePlan. Awardsgrantedinadditiontoorin tandem withotherAwardsmaybegrantedeitheratthesametimeasoratadifferenttimefrom the grant of such otherAwards.

ARTICLEVII

PERFORMANCE-BASED AWARDS

7.1Purpose. TheCommittee,initssolediscretion,maydeterminewhetheran Award is to qualify as Performance-BasedCompensation. If the Committee, in its sole discretion,decidestograntsuchanAwardtoaServiceProvider thatisintendedtoqualifyas Performance-Based Compensation, then the provisions of this Article VII shall control over any contraryprovisioncontainedinthePlan. TheAdministratormayinitssolediscretiongrant Awards to any ServiceProvider that are based on Performance Criteria or PerformanceGoals but thatdonotsatisfytherequirements of thisArticleVIIand thatarenotintendedtoqualifyas Performance-Based Compensation. Unless otherwise specified by the Administrator at the time ofgrant,the PerformanceCriteriawithrespecttoanAwardintendedtobePerformance-Based Compensation payable to a CoveredEmployee shall be determined on the basis of GAAP (where applicable).

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7.2Applicability. The grant of an Award to a Service Providerfor a particular PerformancePeriodshallnotrequirethegrantofanAwardtosuch individualinanysubsequent PerformancePeriodandthegrantofanAwardto anyoneServiceProvidershallnotrequirethe grant of an Award to any other Service Provider in such period or in any other period.

7.3TypesofAwards. NotwithstandinganythinginthePlantothecontrary, theCommitteemaygrantanyAward toaService ProviderintendedtoqualifyasPerformance- BasedCompensation,including,withoutlimitation, Options,SARsandRestrictedStockand RestrictedStockUnits,therestrictionswith respecttowhichlapseupontheattainmentof specifiedPerformanceGoals,andanyperformanceorincentiveAwards describedinArticleXI thatvestorbecomeexercisableorpayable upontheattainment ofoneormorespecified PerformanceGoals.

7.4ProcedureswithRespecttoPerformance-BasedAwards. Totheextent necessarytocomplywith the requirements of Section 162(m)(4)(C)oftheCode,with respect to anyAwardgranted underArticleIXorArticleXItooneormoreServiceProvidersandwhichis intended to qualify as Performance-Based Compensation, no later than 90 days following the commencementofanyPerformancePeriodoranydesignatedfiscalperiodorperiodofservice (orsuch earliertimeasmayberequiredunderSection 162(m)oftheCode), theCommitteeshall, inwriting,(i)designateoneormoreParticipants,(ii)selectthePerformanceCriteriaapplicable tothePerformancePeriod,(iii)establishthePerformanceGoals,andamountsofsuchAwards, asapplicable,whichmaybeearnedforsuch PerformancePeriodbasedonthePerformance Criteria, and(iv)specifythe relationshipbetweenPerformanceCriteriaandthePerformance Goals and the amounts of suchAwards, as applicable, thatmay be earned by each Covered Participant for such Performance Period. Following the completion of each Performance Period, the Committee shallcertify inwriting whether and the extent to which the applicable PerformanceGoalshavebeenachievedforsuchPerformancePeriod. Indeterminingtheamount earnedundersuchAwards,theCommitteeshallhave therighttoreduceoreliminate(butnotto increase)theamountpayableat agivenlevelofperformanceto takeintoaccountadditionalfactorsthattheCommitteemaydeem relevantto theassessmentofindividualorcorporate performance for the Performance Period.

7.5Payment of Performance-Based Awards.Unless otherwise provided in the applicable Award Agreement and only to the extent otherwise permittedby Section 162(m)(4)(C) of the Code, as to an Award that is intended to qualify as Performance-Based Compensation,theParticipantmustbeemployed bytheCompanyoraSubsidiarythroughoutthe PerformancePeriod. Furthermore, a Participant shall be eligible to receive payment pursuant to suchAwardsforaPerformancePeriodonlyifand totheextentthePerformanceGoalsforsuch period are achieved.

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7.6Limitations. Notwithstanding any other provision of the Plan, the maximum number of Shares with respect to any one or more Awards that may be granted to any Service Provider in any one calendar year is 666,666 Shares. If an Award is canceled in the same Fiscal Year of the Company in which it was granted, the canceled Award will be counted against the limits set forth above. For this purpose, if the exercise/purchase price of an Award is reduced, the transaction will be treated as a cancellation of the Award and the grant of a new Award.

ARTICLE VIII

STOCK OPTIONS

8.1Granting of Options to Service Providers. The Administrator is authorized to grant Options to Service Providers from time to time, in its sole discretion, on such terms and conditions as it may determine which shall not be inconsistent with the Plan.

8.2Qualification of Incentive Stock Options. No Incentive Stock Option shall be granted to any person who is not an Employee of the Company or any subsidiary corporation of the Company (as defined in Section 424(f) of the Code). No person who qualifies as a Greater Than 10% Stockholder may be granted an Incentive Stock Option unless such Incentive Stock Option conforms to the applicable provisions of Section 422 of the Code. Any Incentive Stock Option granted under the Plan may be modified by the Administrator, with the consent of the Participant, to disqualify such Option from treatment as an “incentive stock option” under Section 422 of the Code. To the extent that the aggregate fair market value of Common Stock with respect to which “incentive stock options” (within the meaning of Section 422 of the Code, but without regard to Section 422(d) of the Code) are exercisable for the first time by a Participant during any calendar year under the Plan, and all other plans of the Company and any Subsidiary or parent corporation thereof (as defined in Section 424(e) of the Code), exceeds $100,000, the Options shall be treated as Non-Qualified Stock Options to the extent required by Section 422 of the Code. The rule set forth in the preceding sentence shall be applied by taking Options and any other “incentive stock options” into account in the order in which they were granted and the fair market value of stock shall be determined as of the time the respective Options were granted.

8.3Option Exercise Price. The exercise price per Share subject to each Option shall be set by the Administrator, but shall not be less than 100% of the Fair Market Value of a Share on the date the Option is granted. In addition, in the case of Incentive Stock Options granted to a Greater Than 10% Stockholder, the exercise price per share shall not be less than 110% of the Fair Market Value of a Share on the date the Option is granted (or the date the Option is modified, extended or renewed for purposes of Section 424(h) of the Code).

8.4Option Term. The term of each Option shall be set by the Administrator in its sole discretion;provided,however, that the term shall not be more than 10 years from the date the Option is granted, or five years from the date an Incentive Stock Option is granted to a Greater Than 10% Stockholder. The Administrator shall determine the time period, including the time period following a Termination ofService,duringwhichtheParticipanthastherightto exercisethevestedOptions,whichtime periodmay notextendbeyondthetermoftheOption term.

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8.5OptionVesting. TheAdministratorshalldeterminetheperiodduring whichaParticipantshallvestinanOptionandhavetherighttoexercisesuchOptioninwholeor in part. Such vesting may be based on service with the Company or any Subsidiary, any of the Performance Criteria, or any other criteria selected by the Administrator. At any time after grant of an Option, the Administrator may, in its sole discretion and subject to whatever terms and conditions it selects, accelerate the period during which an Option vests. No portion of an Option that is unexercisable at a Participant’s Termination of Service shall thereafter become exercisable, except as may be otherwise provided by the Administrator either in the Award Agreement or by action of the Administrator following the grant of the Option.

8.6Substitute Awards. Notwithstanding the foregoing provisions of this Article VIII to the contrary, in the case of an Option that is a Substitute Award, the price per Share of the Shares subject to such Option may be less than the Fair Market Value per share on the date of grant, provided that the excess of: (a) the aggregate Fair Market Value (as of the date such Substitute Award is granted) of the Shares subject to the Substitute Award, over (b) the aggregate exercise price thereof does not exceed the excess of: (i) the aggregate fair market value (as of the time immediately preceding the transaction giving rise to the Substitute Award, such fair market value to be determined by the Administrator) of the shares of the predecessor entity that were subject to the grant assumed or substituted for by the Company, over (ii) the aggregate exercise price of such shares.

8.7Substitution of Stock Appreciation Rights. The Administrator may provide in the Award Agreement evidencing the grant of an Option that the Administrator, in its sole discretion, shall have the right to substitute a Stock Appreciation Right for such Option at any time prior to or upon exercise of such Option;provided that such Stock Appreciation Right shall be exercisable with respect to the same number of Shares for which such substituted Option would have been exercisable

8.8Partial Exercise. An exercisable Option may be exercised in whole or in part. However, an Option shall not be exercisable with respect to fractional Shares, and the Administrator may require that, by the terms of the Option, a partial exercise must be with respect to a minimum number of Shares.

8.9Manner of Exercise. All or a portion of an exercisable Option shall be deemed exercised upon delivery of all of the following to the Secretary of the Company, or such other person or entity designated by the Administrator, or his, her or its office, as applicable:

(a) Awrittennoticecomplyingwiththeapplicablerulesestablishedbythe Administrator stating that the Option, or a portion thereof, is exercised. The notice shall besignedbytheParticipantorotherpersonthenentitledto exercisetheOptionorsuch portion of the Option;

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(b) Such representations and documents as the Administrator, in its sole discretion,deemsnecessaryoradvisableto effectcompliancewithallapplicable provisions of the Securities Act and any otherApplicable Laws. The Administratormay, initssolediscretion,alsotakewhateveradditionalactionsitdeems appropriatetoeffect suchcompliance,including,withoutlimitation, placing legends on share certificates and issuing stop-transfer notices to agents and registrars;

(c) IntheeventthattheOptionisexercisedpursuanttothisSection8.9by any person or persons other than the Participant, appropriate proof of the right of such person or persons to exercise the Option; and

(d) Full payment of the exercise price and applicable withholding taxes to the Secretary of the Company for the Shares with respect to which the Option, or portion thereof, is exercised, in a manner permitted by Sections 12.1 and 12.2.

8.10Notification Regarding Disposition. TheParticipantshall give the Companypromptnoticeof anydisposition of Sharesacquiredbyexerciseof anIncentiveStock Optionthatoccurswithin(i)twoyearsfromthe dateofgranting(includingthedatetheOptionis modified, extended or renewed for purposes ofSection 424(h) of the Code) such Option to such Participant, or (ii) oneyear after the transfer ofsuch Shares to such Participant.

ARTICLEIX

RESTRICTED STOCK

9.1Award of Restricted Stock.

(a) The Administrator isauthorized to grant Restricted Stock to Service Providers, and shall determine the termsand conditions, including the restrictions applicable to each award of Restricted Stock, which termsand conditions shall not be inconsistentwiththePlan,andmayimposesuchconditionsontheissuanceof such RestrictedStock as it deems appropriate.

(b) TheAdministratorshallestablishthepurchaseprice,ifany,andformof paymentforRestrictedStock;provided,however,thatsuchpurchasepriceshallbeno lessthanthe parvalueof theCommonStocktobepurchased, unlessotherwisepermitted byApplicableLaw. Inallcases,legalconsiderationshallberequiredforeachissuance of Restricted Stock.

9.2Rights as Stockholders. Subject to Section 9.4, upon issuance of Restricted Stock,theParticipantshallhave,unlessotherwiseprovidedby theAdministrator,allthe rights of a stockholder with respect to the Shares of Restricted Stock, subject to the restrictions in his or her Award Agreement, including the right to receive all dividends and other distributionspaidormadewith respect to the Shares;provided,however,that,inthesole discretionoftheAdministrator,anyextraordinarydistributionswithrespecttotheCommon Stock shall be subject to the restrictions set forth in Section 9.3.

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9.3Restrictions. All Shares of Restricted Stock (including any Shares receivedbyParticipantsthereofwithrespectto SharesofRestrictedStockasaresultofstock dividends, stocksplitsoranyotherform ofrecapitalization)shall, inthetermsofeachindividual Award Agreement, be subject to such restrictions and vesting requirements as the Administrator shallprovide. Suchrestrictionsmayinclude, withoutlimitation,restrictionsconcerningvoting rights and transferability, and such restrictionsmaylapseseparatelyor incombinationatsuch timesandpursuantto suchcircumstancesorbasedonsuchcriteriaasselectedbythe Administrator, including, without limitation, criteria based on the Participant’s duration of employment,directorshiporconsultancywith theCompany,thePerformanceCriteria,Company performance,individualperformanceorothercriteriaselected bytheAdministrator.Byaction takenaftertheRestrictedStockisissued,theAdministratormay,onsuchtermsandconditions as itmay determine to be appropriate, accelerate thevesting of such Restricted Stockby removing any or all of the restrictions imposed by the terms of the Award Agreement. Restricted Stockmay not be soldorencumbered until all restrictions are terminatedor expire.

9.4RepurchaseorForfeitureofRestrictedStock. Ifnopricewaspaidbythe Participant for the Restricted Stock, upon a Termination of Service, the Participant’s rights in unvested Restricted Stock then subject to restrictions shall lapse, and such Restricted Stock shall be surrendered to the Company and cancelled without consideration. If a price was paid by the Participant for the Restricted Stock, upon a Termination of Service, the Company shall have the righttorepurchasefrom theParticipanttheunvestedRestrictedStockthensubjecttorestrictions atacashpriceperShareequaltothepricepaid bytheParticipantforsuchRestrictedStockor such other amount as may be specified in the Award Agreement. The Administrator in its sole discretionmay provide that upon the occurrence of certain events, including a Change in Control,the Participant’sdeath,retirementordisabilityoranyotherspecifiedTerminationof Service or any other event, the Participant’s rights in unvested Restricted Stock shall not lapse, such Restricted Stock shall vest and, if applicable, the Companyshallnothavearightof repurchase.

9.5CertificatesforRestrictedStock. RestrictedStockgrantedpursuanttothe PlanmaybeevidencedinsuchmannerastheAdministratorshalldetermine. Certificatesor bookentriesevidencingSharesofRestrictedStockmustincludeanappropriatelegendreferring totheterms,conditions andrestrictionsapplicabletosuchRestrictedStock,andtheCompanymay, in its sole discretion, retain physical possession of any stock certificate until such time as all applicablerestrictionslapse.

9.6Section 83(b) Election. If a Participant makes an election under Section 83(b)oftheCodetobetaxedwithrespecttotheRestrictedStockasofthedateof transferof theRestrictedStockratherthan asof thedateordatesuponwhichthe Participant wouldotherwisebetaxableunder Section83oftheCode,theParticipantshallberequiredto deliveracopyofsuchelectiontotheCompany promptlyafterfilingsuchelectionwiththe Internal Revenue Service.

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ARTICLEX

STOCK APPRECIATION RIGHTS

10.1Grant of Stock Appreciation Rights.

(a) TheAdministratorisauthorizedtograntStockAppreciationRightsto ServiceProvidersfromtimetotime,initssolediscretion,onsuchtermsandconditions as itmay determine, consistent with the Plan.

(b) AStockAppreciationRightshallentitletheParticipant(orotherperson entitledtoexercisetheStockAppreciationRightpursuantto thePlan)to exerciseallora specified portion of the StockAppreciationRight(totheextentthen exercisablepursuant toitsterms)andtoreceivefrom theCompanyanamountdeterminedbymultiplyingthe differenceobtained bysubtracting theexercisepriceperShareoftheStockAppreciation Rightfromtheper-ShareFairMarketValue on the date of exercise of the Stock Appreciation Right by the number of Shares withrespect to which the Stock Appreciation Right shall have been exercised, subject to any limitations the Administratormayimpose. Except as described in Section 10.1(c) below, the exercise price per Share subject to each Stock Appreciation Right shall be set by the Administrator, but shall not be less than 100% of the Fair Market Value on the date the Stock Appreciation Right is granted.

(c) Notwithstanding the foregoing provisions of Section 10.1(b) to the contrary,inthecaseofaStockAppreciationRightthatisaSubstituteAward,theprice perShareoftheSharessubjecttosuchStockAppreciationRightmaybelessthanthe Fair Market Value per Share on thedateof grant,provided thattheexcessof:(a)the aggregateFairMarketValue(asof thedatesuchSubstituteAwardisgranted)ofthe Sharessubjectto theSubstitute Award,over(b) theaggregate exercise pricethereof,does notexceedtheexcess of: (i)theaggregatefairmarketvalue(asofthetime immediately precedingthetransaction givingrisetotheSubstituteAward,suchfairmarketvaluetobe determinedbytheAdministrator)of theshares ofthepredecessorentitythatweresubject to the grant assumed or substituted for by the Company, over (ii) the aggregate exercise price of such shares.

10.2Stock Appreciation Right Vesting.

(a) TheAdministratorshalldeterminetheperiodduringwhich aParticipant shall vest in a Stock Appreciation Rightand have the right to exercise such Stock AppreciationRightinwholeorinpart. Suchvestingmaybebasedonservicewiththe CompanyoranySubsidiary,oranyothercriteriaselectedbytheAdministrator. Atany time after grant of a Stock Appreciation Right, the Administratormay, in its sole discretionandsubjecttowhatevertermsand conditionsitselects,acceleratetheperiod during which a Stock Appreciation Right vests.

(b) No portion of a Stock Appreciation Right that is unexercisable at Termination of Service shall thereafter become exercisable, except as may be otherwise provided by the Administrator either in the Award Agreement or by action of the Administrator following the grant of the Stock Appreciation Right.

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10.3MannerofExercise. AlloraportionofanexercisableStockAppreciation Rightshallbedeemedexercisedupondeliveryof allofthefollowingtotheSecretaryofthe Company, or such other person or entity designated by the Administrator, or his, her or its office, as applicable:

(a) Awrittennoticecomplyingwiththeapplicablerulesestablishedbythe Administratorstatingthatthe StockAppreciationRight,oraportionthereof,isexercised. ThenoticeshallbesignedbytheParticipantorotherperson thenentitledtoexercisethe Stock Appreciation Right or such portion of theStock Appreciation Right;

(b) Such representations and documents as the Administrator, in its sole discretion,deemsnecessaryoradvisable to effect compliance with all applicable provisions of the Securities Act and any other Applicable Laws. The Administrator may, in its sole discretion, also take whatever additional actions it deems appropriate to effect such compliance; and

(c) In the event that the Stock Appreciation Right is exercised pursuant to this Section 10.3 by anypersonorpersonsotherthanthe Participant,appropriateproofofthe right of such person or persons to exercise theStock Appreciation Right.

10.4Payment. PaymentoftheamountdeterminedunderSection10.1(b)above shall be in cash, Shares (based on its Fair Market Value as of the date the Stock Appreciation Right is exercised), or a combination of both, as determined by the Administrator.

ARTICLEXI

PERFORMANCE AWARDS, DIVIDENDEQUIVALENTS, DEFERREDSTOCK, STOCK PAYMENTS, RESTRICTED STOCK UNITS AND OTHER AWARDS

11.1PerformanceAwards.

(a) The Administrator isauthorized to grant Performance Awards to any Service Providerandtodeterminewhether such Performance Awards shall be Performance-BasedCompensation. Thevalue ofPerformanceAwardsmaybelinkedto any one or more of the PerformanceCriteriaor other specific criteria determinedbythe Administrator,in each caseon aspecifieddateordatesoroverany period orperiods determined by the Administrator. Inmaking such determinations,theAdministratorshall consider(amongsuchotherfactors as it deems relevant in light of the specific type of Award) the contributions, responsibilities and other compensation of the particular ServiceProvider. Performance Awardsmay be paid in cash, Shares or both,as determined by the Administrator.

(b)Without limiting Section 11.1(a), the Administratormay grant PerformanceAwardstoanyServiceProviderintheformofacashbonuspayableupon theattainmentofobjectivePerformanceGoals,orsuchothercriteria,whetherornot objective, which are established by the Administrator, in each case on a specified date or dates or over any period or periods determined by the Administrator. Any such bonuses paidtoaParticipantthatareintendedto bePerformance-BasedCompensationshallbe based upon objectively determinable bonus formulas established in accordance with the provisions of Article VII.

11.2Dividend Equivalents.

(a) Dividend Equivalentsmay be granted by the Administrator based on dividendsdeclaredontheCommonStock,tobe creditedasofdividendpaymentdates during the period between the date an Award isgranted to a Participantand the datesuch Award vests, is exercised, is distributed or expires, as determined by the Administrator. SuchDividendEquivalentsshallbeconverted tocashoradditionalSharesbysuch formulaandatsuchtimeandsubjecttosuch limitationsasmaybedeterminedbythe Administrator.

(b) Notwithstanding the foregoing, no DividendEquivalents shall be payable with respect to Options or Stock AppreciationRights, unless otherwise determined by the Administrator.

11.3Stock Payments. The Administrator is authorized tomake Stock PaymentstoanyServiceProvider. ThenumberorvalueofSharesofanyStockPaymentshall bedeterminedbytheAdministrator andmaybe based upon one ormore Performance Criteria or anyotherspecific criteria,includingservicetotheCompany oranySubsidiary,determinedby theAdministrator. StockPaymentsmay, butarenot requiredto,bemade inlieuofbasesalary, bonus, fees or other cash compensation otherwise payable to such Service Provider.

11.4DeferredStock. TheAdministratorisauthorizedtograntDeferredStock toanyServiceProvider. ThenumberofShares ofDeferredStockshallbedeterminedbythe Administrator andmay be based on one ormore Performance Criteriaor other specific criteria, includingservicetotheCompanyoranySubsidiary,astheAdministratordetermines,ineach case on a specified date or dates or over any period or periods determined by the Administrator. Common Stock underlying a Deferred Stock award will not be issued until the Deferred Stock awardhasvested,pursuanttoa vestingscheduleorotherconditionsorcriteriasetbythe Administrator. Unless otherwise provided by the Administrator, a recipient of Deferred Stock shallhavenorightsasaCompanystockholderwithrespecttosuchDeferredStockuntilsuch timeastheAwardhasvestedandtheCommonStockunderlyingtheAwardhasbeenissuedto the Participant.

11.5Restricted Stock Units. The Administrator is authorized to grant RestrictedStockUnitstoanyServiceProvider. Thenumberandtermsandconditionsof Restricted Stock Units shall bedetermined by the Administrator.The Administrator shall specify the date or dates on which the Restricted StockUnits shall become fully vested and nonforfeitable,andmayspecifysuchconditionsto vestingasitdeemsappropriate,including conditions based on one ormore Performance Criteria or other specific criteria, including service totheCompanyoranySubsidiary,in eachcaseonaspecified dateordatesoroveranyperiodor periods, as the Administrator determines. The Administrator shall specify, or permit the Participant to elect, the conditions and dates upon which the Shares underlying the Restricted StockUnitsshallbeissued. Onthedistributiondates,theCompanyshallissuetothe Participant oneunrestricted,fullytransferable Shareoracashpaymentequal totheFairMarketValueof CommonStockasofthedistributiondateforeachvested and nonforfeitableRestrictedStock Unit.

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11.6OtherAwards. TheAdministratorshallhavetheauthoritytospecifythe termsandprovisionsofotherformsofequity-basedorequity-relatedAwardsnotdescribed above which the Administrator determines to beconsistent with the purpose of the Plan and the interestsoftheCompany,whichAwardsmayprovideforcashpayments basedinwholeorin partonthevalueorfuturevalueof CommonStock,fortheacquisitionorfutureacquisitionof CommonStock,oranycombinationthereof. Other Awardsshallalsoincludecashpayments (including the cash payment of dividend equivalents) under the Plan whichmay be based on one ormore criteria determined by the Administrator which are unrelated to the value of Common Stockandwhichmay begrantedintandem with,orindependentof,AwardsofStockOptions, RestrictedStock Unitsor Performance-Based RestrictedStock Units under the Plan.

11.7Term. ThetermofaPerformanceAward,DividendEquivalentaward, DeferredStockaward,StockPaymentaward,RestrictedStockUnitawardorotherawardshall be set by the Administrator in its sole discretion.

11.8Exercise orPurchasePrice. TheAdministratormayestablish theexercise or purchase price of a Performance Award,SharesofDeferredStock, Sharesdistributedasa StockPaymentaward,SharesdistributedpursuanttoaRestricted StockUnitawardorShares distributedunderanotheraward;provided,however,thatvalueoftheconsideration shallnotbe less than thepar value ofa Share, unless otherwise permitted by Applicable Law.

11.9ExerciseuponTerminationofService. APerformanceAward,Dividend Equivalentaward,DeferredStockaward,StockPaymentaward,Restricted Stock Unit award or otherawardisexercisableordistributable onlywhiletheParticipant isan Employee,Directoror Consultant,asapplicable. TheAdministrator, however,initssolediscretion,may providethat thePerformanceAward,Dividend Equivalent award, Deferred Stock award, Stock Payment award,RestrictedStock Unitaward orotherawardmaybe exercisedordistributedsubsequentto aTerminationofServiceincertain events,includingaChangeinControl, theParticipant’s death, retirement or disability or any other specified Termination of Service.

ARTICLEXII

ADDITIONALTERMS OF AWARDS

12.1Payment. The Administrator shall determine themethods by which paymentsbyanyParticipantwith respecttoanyAwardsgrantedunderthePlanshallbemade, including, without limitation: (a) cash or check, (b) Shares (including, in the case of payment of the exercise price of an Award, Shares issuable pursuant to the exercise of the Award) or Shares heldforsuchperiodoftimeasmayberequired bytheAdministratorinordertoavoidadverse accountingconsequences,ineachcase,havingaFair MarketValueonthedateofdeliveryequal totheaggregatepaymentsrequired,(c)deliveryofanoticethattheParticipanthasplacedamarketsellorderwithabrokerwithrespecttoSharesthenissuableuponexerciseorvestingof anAward,andthatthebrokerhasbeendirectedto payasufficientportionofthenetproceedsof thesaletotheCompanyinsatisfactionof theaggregatepaymentsrequired;provided,that payment of such proceeds is thenmade to theCompany upon settlement of such sale, or (d) other form oflegalconsiderationacceptabletotheAdministrator. TheAdministratorshallalso determine themethodsby which Shares shall be delivered or deemed to be delivered to Participants. NotwithstandinganyotherprovisionofthePlan tothecontrary,noParticipantwhoisaDirectororan“executiveofficer”oftheCompanywithinthemeaningofSection13(k)of the Exchange Act shallbe permitted tomake payment with respect to any Awards granted under thePlan,orcontinueanyextensionofcreditwithrespectto such paymentwith aloanfrom the Company or a loan arranged by theCompany in violation of Section 13(k)of the Exchange Act.

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12.2TaxWithholding.The Company or any Subsidiary shall have the authorityandtherighttodeductorwithhold,orrequireaParticipanttoremittotheCompany, an amountsufficienttosatisfyfederal, state, local andforeigntaxes(including the Participant’s FICAoremploymenttaxobligations)requiredbylawto bewithheldwithrespecttoanytaxable event concerning a Participant arisingasaresultof thePlan. TheAdministratormay,initssole discretion and in satisfaction of the foregoing requirement, withhold, or allow a Participant to elect to have the Company withhold, Shares otherwise issuable under an Award (or allow the surrender of Shares). Unless determined otherwise by the Administrator, the number of Shares thatmay be so withheld or surrendered shall be limited to the number of Shares that have a Fair Market Value on the date of withholding or repurchase no greater than the aggregate amount of suchliabilitiesbasedontheminimum statutorywithholdingratesforfederal,state,localand foreignincometaxandpayrolltaxpurposesthatareapplicable tosuchsupplementaltaxable income. TheAdministratorshalldeterminetheFairMarketValue,consistentwithapplicable provisionsoftheCode,fortax withholdingobligationsdueinconnectionwithabroker-assisted cashless Option or Stock Appreciation Right exercise involving the sale of Shares to pay the Option or Stock Appreciation Right exercise price or any taxwithholdingobligation.

12.3Transferability of Awards.

(a) Except as otherwise provided in Section 12.3(b):

(i) No Award under thePlanmay be sold, pledged, assigned or transferred in anymanner other thanby will or the laws ofdescent and distribution or, subject to the consent of the Administrator, pursuant to a qualified domesticrelationsorder,unless and until such Award has been exercised, or the Shares underlying such Award have been issued, and all restrictions applicable to such Shares have lapsed;

(ii) NoAwardorinterestorrightthereinshallbeliableforthedebts, contractsorengagementsoftheParticipant orhissuccessorsininterestorshallbe subjectto dispositionby transfer,alienation, anticipation,pledge,hypothecation, encumbrance,assignmentoranyothermeans,whethersuchdispositionbe voluntary or involuntary orby operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), andanyattempteddispositionthereofshallbenullandvoidandofnoeffect, excepttotheextentthat suchdispositionispermittedbytheprecedingsentence; and

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(iii) Duringthelifetimeof theParticipant,onlytheParticipantmay exerciseanAward(oranyportionthereof)grantedtohimunderthePlan,unless it has been disposed of pursuant to a qualified domestic relations order. After the deathoftheParticipant,anyexercisableportionofanAwardmay,priortothe time when such portion becomes unexercisable under the Plan orthe applicable Award Agreement, beexercised by his personal representative or by any person empoweredtodosounderthedeceased Participant’swillorunderthethen Applicable Laws of descent and distribution.

(b) Notwithstanding Section 12.3(a), the Administrator, in its sole discretion,may determine to permit a Participant to transfer an Award other than an Incentive Stock OptiontoanyoneormorePermittedTransferees(asdefinedbelow),subjectto the following terms and conditions:

(i) an Award transferred to a Permitted Transfereeshall not be assignableor transferable by the Permitted Transferee other than by will or the laws of descent and distribution;

(ii) an Award transferred to a Permitted Transfereeshall continue to be subjecttoallthe terms and conditions of the Award as applicable to the original Participant (other than the ability to further transfer the Award); and

(iii) the Participant and the Permitted Transferee shall execute any and all documents requested by the Administrator, including, without limitation, documents to (A) confirm the status of the transferee as a Permitted Transferee, (B) satisfy any requirements foran exemption for the transfer under applicable federal, state and foreign securities laws and (C) evidence the transfer.

ForpurposesofthisSection12.3(b),“PermittedTransferee”shallmean, with respect to a Participant,any“familymember”oftheParticipant,asdefinedundertheinstructionstouseof theFormS-8RegistrationStatementundertheSecuritiesAct,oranyothertransferee specifically approved by the Administrator after taking into accountanyApplicableLaws.

(c) NotwithstandingSection12.3(a)(i), aParticipantmay,inthemanner determinedbytheAdministrator,designateabeneficiarytoexercise therightsofthe Participantandtoreceiveanydistribution with respect to any Award upon the Participant’sdeath. Abeneficiary,legalguardian,legalrepresentativeorotherperson claiminganyrightspursuanttothe Planis subjecttoalltermsandconditions ofthePlan andanyAwardAgreementapplicabletotheParticipant,exceptto theextentthePlan and Award Agreement otherwise provide, and to any additional restrictions deemed necessary orappropriatebytheAdministrator. IftheParticipantismarriedoradomesticpartnerin adomesticpartnershipqualifiedunderApplicableLawandresidesin acommunity propertystate,adesignationofapersonother thantheParticipant’sspouseordomestic partner,asapplicable,ashisorherbeneficiarywithrespecttomorethan50%ofthe Participant’s interestintheAwardshallnot beeffectivewithouttheprior writtenconsent of the Participant’s spouse or domestic partner. If no beneficiary has been designated or survivestheParticipant, paymentshallbemadetothepersonentitled theretopursuantto theParticipant’swillorthelawsofdescent anddistribution. Subjecttotheforegoing,a beneficiary designationmay bechangedorrevokedbyaParticipantatanytimeprovided the change or revocation is filed with the Administrator prior to the Participant’s death.

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12.4Conditions to Issuance of Shares.

(a) Notwithstandinganythinghereintothecontrary, theCompanyshallnotbe required to issue or deliverany certificates ormake any book entries evidencing Shares pursuantto theexerciseofanyAward,unlessanduntilthe Boardhasdetermined,with advice of counsel, that theissuance of such Shares is incompliance with all Applicable Laws, regulations of governmental authorities and, if applicable, the requirements of any exchangeonwhichtheSharesarelisted ortraded,and theSharesarecovered byan effectiveregistrationstatementorapplicableexemptionfromregistration.Inaddition to thetermsandconditionsprovidedherein,the Boardmayrequire thataParticipantmake suchreasonablecovenants,agreementsandrepresentationsastheBoard, initsdiscretion, deems advisable in order to comply with any such laws, regulations or requirements.

(b) AllCommonStockcertificatesdeliveredpursuanttothePlanandall Sharesissuedpursuanttobookentryproceduresaresubjecttoanystop-transferorders andotherrestrictionsasthe Administratordeemsnecessaryoradvisabletocomplywith federal,stateorforeignsecuritiesorotherlaws,rulesandregulationsandtherulesofany securities exchange or automated quotation systemonwhichtheCommonStockislisted, quoted or traded. The Administrator may place legends on any Common Stock certificate or book entry to reference restrictions applicable to the Common Stock.

(c) The Administrator shall have the right to require any Participant to comply with any timing or other restrictions with respect to the settlement, distribution or exercise of any Award, including a window-period limitation, as may be imposed in the sole discretion of the Administrator.

(d) No fractional Shares shall be issued and the Administrator shall determine, in its sole discretion, whether cash shall be given in lieu of fractional Shares or whether such fractional Shares shall be eliminated by rounding down.

(e) Notwithstanding any other provision of the Plan, unless otherwise determined by the Administrator or required by any Applicable Law, rule or regulation, the Company shall not deliver to any Participant certificates evidencing Shares issued in connection with any Award and insteadsuchSharesshallbe recordedinthebooksofthe Company (or, as applicable, its transfer agent or stock plan administrator).

12.5RecoupmentProvisions. AnyAwardsgrantedunderthisPlanshallbe subject to any clawback or recoupment policies and procedures that are required under ApplicableLaw.

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12.6Repricing.Subject to Sections 13.2 and 13.3, the Administrator shall not have the authority, unless such authority is approved by the stockholders of the Company, to (a) amend any outstanding Award, in whole or in part, to increase orreduce the price per Share, or (b) cancel and replace an Award, in whole or inpart, with the grant ofan Award having a price per Share that is less than, greater than, or equal to the priceper Share ofthe original Award.

ARTICLEXIII

CORPORATEEVENTS AND CHANGE IN CONTROL

13.1AuthorityoftheCompanyandShareholders.TheexistenceofthePlan, the Award Agreements and the Awards granted hereunder shall not affect or restrict in any way the right or power of the Company or the shareholders of the Companytomake orauthorize any adjustment, recapitalization, reorganization or other changein the Company’s capital structure or its business, anymerger or consolidation of the Company, any issue of stock or of options, warrants or rights to purchase stock or of bonds, debentures, preferred or prior preference stocks whose rights are superior to or affect the Common Stock or the rights thereof or which are convertible into or exchangeablefor Common Stock, or the dissolution or liquidation of the Company, or any sale or transfer of all or any partof its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.

13.2ChangeinCapitalization. Thenumber,typeand kindofSharesauthorized forissuanceunderSections4.1and7.6aboveshallbeequitablyadjustedin theeventofastock split, reverse stock split, subdivision, bonus issue, stock dividend, recapitalization, reorganization,merger, amalgamation, consolidation, division, extraordinary dividend, split-up, spin-off,combination,exchangeofshares,warrantsorrightsofferingtopurchaseCommon StockatapricesubstantiallybelowFairMarketValue,orothersimilarcorporateeventaffecting theCommonStockinordertopreservethebenefitsintendedtobemadeavailableunderthe Plan. In addition, upon the occurrence of any of the foregoingevents,thenumberofoutstanding Awards and the number, type and kind of securities subject to any outstanding Award and the exercise or purchase price per share, ifany, under any outstandingAward shall be equitably adjusted (including by payment of cash to a Participant) inorder to preserve the benefits intended to bemadeavailableto Participants. Suchadjustmentsshallbemadebythe Administrator, whose determination as to what adjustments shall bemade, and the extent thereof, shall be final, binding and conclusive on all persons having an interest therein. Unless otherwise determinedbytheAdministrator,suchadjusted Awardsshallbesubjecttothesamevesting schedule and restrictions to which the underlying Award is subject. Any adjustment affecting an AwardintendedasPerformance-BasedCompensationshallbemadeconsistentwiththe requirements of Section 162(m) of the Code to the extent necessary to preserve deductibility.

13.3Change in Control. In the event of a Change in Control, the Administrator, in its sole discretion, and on such terms and conditions as it deems appropriate, either by the terms of the Award or by action taken prior to the occurrence of such Change in Control,may take any one or more of the following actions whenever theAdministrator determines that suchaction is appropriateor desirable in order to prevent the dilution or enlargementofthebenefitsintendedtobemadeavailableunderthePlanortofacilitatethe Change in Control transaction:

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(a) toterminateorcancelanyoutstandingAwardinexchangeforacash payment(and,fortheavoidanceofdoubt,ifasofthedateof theChangeinControl,the Administratordeterminesthatnoamountwould have been realized upon the exercise of the Award or other realization of the Participant’srights, then the Awardmay be cancelled by the Company without payment of consideration);

(b) toprovidefortheassumption,substitution,replacementor continuationof anyAwardbythesuccessororsurvivingcorporation(oraparentorsubsidiarythereof) withcash,securities,rightsor otherpropertytobepaidorissued,as thecasemaybe,by the successor or surviving corporation (or a parent or subsidiary thereof), and to providefor appropriate adjustments with respect to the number, type and kind of securities (or other consideration) of the successororsurvivingcorporation (or a parent or subsidiary thereof), subject to any replacement awards, the terms and conditions of the replacement awards (including, without limitation, any applicable performance targets or criteria with respect thereto) and the grant, exercise or purchase price per share for the replacement awards;

(c) tomakeanyotheradjustmentsinthenumber,typeandkindofsecurities (orotherconsideration) subject to outstanding Awards and in the terms and conditions of outstanding Awards (including the grant or exercise price and performance criteria with respect thereto) and Awards that may be granted in the future;

(d) to provide that any Award shall be accelerated and become exercisable, payable and/or fully vested with respect to all Shares covered thereby, notwithstanding anything to the contrary in the Plan or the applicable Award Agreement; and

(e) to provide that any Award cannot vest, be exercised or becomepayable after such event.

13.4 IntheeventthatuponaChangeinControl,alloutstandingAwardsare continued,assumed,replacedorsubstitutedwith substantiallyequivalenttermsandconditions, unless otherwise provided by the Administrator (either as evidenced in the Award Agreement or byanaction takenthereafter),thevesting termsoftheoutstandingAwardsshallcontinueand thereshallnotbeanyaccelerationofvestingor exercisabilityoftheoutstandingAwards. Notwithstanding the foregoing, if (a) the surviving or successor corporation in a Change in Controldoesnotcontinue,assume,replaceorsubstituteanoutstandingAwarduponaChangein Control or (b) the Participant experiences a Qualifying Termination, such Award shall become fully vested and, if applicable, exercisable and all forfeiture restrictions on such Award shall lapse,ineachcase,asofimmediatelypriortotheconsummationofsuchChangeinControlor theQualifiedTermination,asapplicable. IfanAwardisexercisableinlieuofassumptionor substitutionintheeventofaChangeinControl,theAdministratorshallnotifytheParticipant thattheAwardshallbefullyexercisableforaperiodof30daysfromthedateofsuchnotice, contingentupontheoccurrenceoftheChangeinControl,andtheAwardshallterminateupon the expiration of such period.

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13.5 The Administratormay, in its sole discretion, include such further provisionsandlimitationsinanyAward,agreementorcertificate,asitmaydeemequitableand in the best interests of the Company that are notinconsistent with theprovisions ofthe Plan.

13.6With respecttoAwardsthataregrantedtoCoveredEmployees andare intended to qualify as Performance-Based Compensation, no adjustment or action described in thisArticleXIIIorinanyotherprovisionofthe Planshallbeauthorized totheextentthatsuch adjustment oractionwouldcausesuchAward tofailtosoqualifyasPerformance-Based Compensation, unless the Administrator determines that the Award should not so qualify. No adjustmentoraction described in thisArticle XIIIorinanyotherprovisionofthePlanshallbe authorizedtotheextentthatsuchadjustmentoractionwouldcausethePlantoviolateSection 422(b)(1)oftheCode. Furthermore, nosuchadjustment oractionshallbeauthorizedtothe extentsuchadjustmentoractionwouldresultin short-swing profitsliability underSection16or violatetheexemptionconditionsof Rule16b-3unlesstheAdministrator determinesthatthe Award is not to comply with such exemption conditions.

13.7 TheexistenceofthePlan,theAwardAgreementandtheAwardsgranted hereunder shall not affect or restrict in anyway the right orpower of the Company or the stockholdersoftheCompanytomakeor authorizeanyadjustment,recapitalization, reorganizationorotherchangein theCompany’scapitalstructureorits business,anymergeror consolidation of the Company, anyissue of stock, of options, warrants or rights to purchase stock orofbonds,debentures,preferredorpriorpreferencestockswhoserightsaresuperiortoor affecttheCommonStockortherightsthereof orthatareconvertibleintoorexchangeablefor Common Stock, or the dissolution or liquidation of the company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding,whetherofasimilar characteror otherwise.

13.8 UpontheoccurrenceofanyeventdescribedinSection13.2,forreasonsof administrative convenience, the Company, in its sole discretion,may refuse to permit the exerciseofanyAwardduringaperiodofupto30dayspriorto theconsummationofanysuch transaction.

13.9 NoactionshallbetakenunderthisArticleXIIIthatwillcauseanAward tofailtocomplywithSection409A oftheCode,totheextentapplicabletosuchAward. Any adjustments to outstanding Awards shall beeffected in amanner which shall preclude the enlargementordilutionofrightsandbenefits undersuchoptionsandshallbeconductedin compliance with Section 409A of the Code.

ARTICLEXIV

AMENDMENT,SUSPENSION OR TERMINATION OF THE PLAN

Except as otherwise provided in this Article XIV, the Planmay be wholly or partially amended or otherwisemodified, suspended or terminated at any time or from time to timebytheBoard. However,withoutapprovaloftheCompany’sstockholdersgivenwithin 12monthsbeforeoraftertheactionbytheBoard,noactionoftheBoardmay,exceptas providedinArticleXIII,increasethelimitsimposedinArticleIVonthemaximumnumberof Shares thatmay be issued under the Plan. Except as provided in Section 16.4 or as the Board determines in good faith to be in the best interests of the Participants affected thereby, no amendment,suspensionorterminationofthePlan shall,withouttheconsentoftheParticipant, impair any rights or obligations underanyAwardtheretoforegranted or awarded, unless the Award itselfotherwise expressly so provides.No Awards may be granted or awarded during any periodofsuspensionoraftertermination of the Plan, and in noeventmayanyAwardbegranted under thePlan after the tenth anniversary of theEffective Date.

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ARTICLEXV

APPROVAL OF PLANBY STOCKHOLDERS

ThePlanwillbesubmittedfortheapprovaloftheCompany’sstockholderswithin 12months of the date of the Board’s initialadoption of the Plan. Awardsmay be granted or awardedpriortosuchstockholder approval;providedthatsuchAwardsshallnotbeexercisable, shallnotvestand therestrictionsthereonshallnotlapseandnoSharesshallbeissuedpursuant theretopriortothetimewhenthePlanisapproved by the stockholders; andprovidedfurther that if such approval has not been obtained at the end of said 12-month period, all Awards previously granted or awarded under thePlan shall thereupon be canceled and become null and void.

ARTICLEXVI

MISCELLANEOUS PROVISIONS

16.1No Stockholders’ Rights. Except as otherwise provided herein, a Participantshallhavenoneof therightsofastockholderwith respecttoSharescoveredbyany Award until the Participant becomes the recordowner ofsuch Shares.

16.2PaperlessAdministration. IntheeventthattheCompanyestablishes,for itselforusingtheservicesofathirdparty,anautomatedsystem forthedocumentation,granting orexerciseofAwards,suchasasystem usinganinternetwebsiteorinteractivevoiceresponse, thenthepaperlessdocumentation, grantingorexerciseofAwardsbyaParticipantmaybe permitted through the use of such an automated system.

16.3EffectofPlanuponOtherCompensationPlans. TheadoptionofthePlan shallnotaffectanyothercompensationorincentiveplans ineffectfortheCompanyorany Subsidiary. NothinginthePlanshallbeconstruedtolimittherightoftheCompanyorany Subsidiary: (i)toestablishanyotherformsofincentivesorcompensationforEmployees,DirectorsorConsultantsoftheCompany or any Subsidiary, or (ii)to grant or assumeoptions or other rights or awards otherwise than under the Plan in connection with any proper corporate purpose,including,withoutlimitation, the grant or assumption of options in connection with the acquisitionbypurchase,lease,merger,consolidationorotherwise,ofthebusiness,stockor assets ofanycorporation,partnership,limited liability company,firmor association.

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16.4CompliancewithLaws. ThePlan,thegrantingandvestingofAwards underthePlanandtheissuanceanddeliveryofSharesandthepaymentofmoneyunderthePlan orunderAwardsgrantedorawardedhereunderaresubjecttocompliancewithallapplicable U.S. Federal, state, local and non-U.S. laws, rules and regulations (including but not limited to U.S.Federal,stateandnon-U.S.securitieslawandmarginrequirements)andtosuchapprovals by any listing, regulatory or governmental authority asmay, in the opinion of the Company, be necessaryoradvisableinconnection therewith and ifrequestedbytheCompany,theperson acquiring any securities under the Plan shall provide such assurances and representations to the CompanyastheCompanymaydeem necessaryordesirableto assurecompliancewithall applicable legalrequirements. Tothe extent permittedbyApplicableLaw, thePlanandAwards grantedorawardedhereundershallbedeemedamendedtotheextentnecessarytoconform to such laws, rules and regulations.

16.5TitlesandHeadings,ReferencestoSectionsoftheCodeorExchangeAct. The titles and headings of theSections in thePlan are for convenience of reference only and, in theeventof anyconflict,thetextofthePlan,ratherthansuchtitlesorheadings,shallcontrol. References to sections of the Code or theExchange Act shall include any amendment or successor thereto.

16.6Governing Law. The Plan and any agreements hereunder shall be administered, interpreted and enforced under the internal lawsof the State of Delaware.

16.7Section409A. TotheextentthattheAdministratordeterminesthatany Award granted under the Plan is subject to Section 409A of the Code, the Award Agreement evidencing such Award shall incorporate the termsand conditions required by Section 409Aof theCode. Totheextentapplicable,thePlanandAwardAgreementsshallbeinterpretedin accordancewithSection409AoftheCodeandotherinterpretive guidanceissuedthereunder, including, without limitation, any such regulations or other guidance thatmay be issued after the EffectiveDate. NotwithstandinganyprovisionofthePlantothecontrary,intheeventthatfollowingtheEffective Date,the Administrator determines thatanyAwardmaybesubjectto Section 409A of the Code and related Department of Treasury guidance (including such DepartmentofTreasuryguidanceasmaybeissuedafter the EffectiveDate), the Administratormay adopt such amendments to the Plan and the applicable Award Agreement or adopt other policies and procedures (including amendments, policies and procedures withretroactive effect), ortakeanyotheractions,thattheAdministratordeterminesarenecessaryorappropriateto (a) exempttheAwardfromSection409AoftheCodeand/orpreservetheintendedtaxtreatment ofthebenefitsprovidedwith respectto theAward,or(b)comply with the requirements of Section 409A of the Code and related Department of Treasury guidance and thereby avoid the application of any penalty taxes under such Section.

16.8NoRightstoAwards. NoServiceProviderorotherpersonshallhaveany claim tobegranted anyAwardpursuantto thePlan,andneithertheCompanynorthe Administrator is obligated to treatService Providers, Participants or any other persons uniformly.

16.9UnfundedStatusofAwards. ThePlanisintendedtobean“unfunded” planforincentivecompensation.Withrespectto anypaymentsnotyetmadetoaParticipant pursuant to an Award, nothing contained in the Plan or any Award Agreement shall give the Participant any rights that are greater than those of a general creditor of the Company or any Subsidiary.

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16.10Indemnification. TotheextentallowablepursuanttoApplicableLaw, eachmemberoftheCommitteeoroftheBoard shallbeindemnifiedandheldharmlessbythe Companyfrom anyloss,cost,liabilityorexpensethatmaybeimposeduponorreasonably incurred by suchmember in connection with or resulting from any claim, action, suit or proceeding to which he or shemay be a party orin which he or shemay be involved by reason of anyactionorfailuretoactpursuanttothePlanandagainstandfromanyandallamountspaidby himorherinsatisfactionofjudgmentinsuchaction,suitorproceedingagainsthim orher;providedheorshegivestheCompanyanopportunity, at its own expense, tohandleanddefend thesamebeforeheorsheundertakestohandleanddefenditonhisorherownbehalf. The foregoingrightofindemnification shallnotbeexclusiveofanyotherrightsofindemnificationto which such personsmay be entitled pursuant to the Company’s Certificate of Incorporation or Bylaws, as amatter of law, or otherwise, orany power that the Companymay have to indemnify themor hold themharmless.

16.11RelationshiptoOtherBenefits. NopaymentpursuanttothePlanshallbe takenintoaccountindetermininganybenefits underanypension,retirement,savings,profit sharing, group insurance, welfare or other benefit plan of the Company or any Subsidiary except to the extent otherwise expressly provided inwriting in such other plan or an agreement thereunder.

16.12Expenses.TheexpensesofadministeringthePlanshallbebornebythe Company and its Subsidiaries.

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Appendix B

CERTIFICATE OF AMENDMENT
OF
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
CERES, INC.