In addition, audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended, or Exchange Act. In order to be considered 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: accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries; or be an affiliated person of the listed company or any of its subsidiaries.

Our board of directors conducts an annual review of the independence of our directors. In its most recent review, our board of directors determined that Messrs. Callaghan, Murray, and Paisley, and Mses. Alber and Flanagan, representing ~~three~~five of our ~~five~~seven directors, are “independent directors” as defined under the applicable rules, regulations, and listing standards of the New York Stock Exchange and the applicable rules and regulations promulgated by the SEC. Our board of directors has also determined that all members of our audit committee, compensation committee, and nominating and governance committee are independent and satisfy the relevant SEC and New York Stock Exchange independence requirements for such committees.

Board Committees

Our board of directors has established an audit committee, a compensation committee, and a nominating and governance committee. The composition and responsibilities of each committee are described below. Each of these committees has a written charter approved by our board of directors. Copies of the charters for the audit committee, compensation committee, and nominating and governance committee are available on the Investor Relations section of our website, http://investor.fitbit.com. Members serve on these committees until their resignations or until otherwise determined by our board of directors.

Audit Committee

Our audit committee is comprised of Mr. Paisley, who is the chair of the audit committee, Ms. Flanagan, and Mr. Murray. Each member of our audit committee is independent under the current New York Stock Exchange and SEC rules and ~~regulations and we intend to comply with the requirement to have a minimum of three members on our audit committee within the applicable transition period.~~regulations. Each member of our audit committee is financially literate as required by current New York Stock Exchange listing standards. Our board of directors has also determined that simultaneous service by Mr. Paisley on the audit committees of more than three public companies does not impair his ability to serve on our audit committee. In addition, our board of directors has determined that Mr. Paisley is an audit committee financial expert within the meaning of Item 407(d) of Regulation S-K promulgated under the Securities Act of 1933, as amended, or Securities Act. As more fully described in its charter, our audit committee is directly responsible for, among other things:

selecting a qualified firm to serve as the independent registered public accounting firm to audit our financial statements;

helping to ensure the independence and performance of the independent registered public accounting firm;

discussing the scope and results of the audit with the independent registered public accounting firm, and reviewing, with management and the independent accountants, our interim and year-end operating results;

reviewing our policies on risk assessment and risk management;

obtaining and reviewing a report by the independent registered public accounting firm at least annually, that describes our internal quality-control procedures, any material issues with such procedures, and any steps taken to deal with such issues;

approving (or, as permitted, pre-approving) all audit and all permissible non-audit services to be performed by the independent registered public accounting firm; and

reviewing related-party transactions and proposed waivers.

Compensation Committee

Our compensation committee is comprised of Mr. Callaghan, who is the chair of the compensation committee, Ms. Alber, and Mr. Paisley. The composition of our compensation committee meets the requirements for independence under current New York Stock Exchange and SEC rules and regulations. Each member of this committee is also a non-employee director, as defined pursuant to Rule 16b-3 promulgated under the Exchange Act, and an outside director, as defined pursuant to Section 162(m). The purpose of our compensation committee is to discharge the responsibilities of our board of directors relating to compensation of our executive officers. As more fully described in its charter, our compensation committee is responsible for, among other things:

determining and approving, or making recommendations to our board of directors regarding, the compensation of our executive officers;

recommending to our board of directors the compensation of our non-employee directors;

administering our stock and equity incentive plans;

reviewing and approving, or making recommendations to our board of directors regarding, cash-based and equity-based incentive compensation plans; and

reviewing our overall compensation strategy.

Nominating and Governance Committee

The nominating and governance committee is comprised of Mr. Murray, who is the chair of the nominating and governance committee, and Mr. Callaghan. The composition of our nominating and governance committee meets the requirements for independence under current New York Stock Exchange and SEC rules and regulations. As more fully described in its charter, our nominating and governance committee is responsible for, among other things:

identifying and recommending candidates for membership on our board of directors;

overseeing the process of evaluating the performance of our board of directors and each committee of the board of directors;

considering and making recommendations to our board of directors regarding the composition of our board of directors and its committees;

developing and making recommendations to our board of directors regarding corporate governance guidelines and policies; and

advising our board of directors on corporate governance matters.

Compensation Committee Interlocks and Insider Participation

During ~~2015,~~2016, our compensation committee consisted of ~~Brad Feld (until May 2015),~~ Mr. Callaghan, ~~and~~ Mr. Paisley, and Ms. Alber (as of ~~May 2015)~~June 2016). None of them has at any time been one of our officers or employees. Moreover, none of our executive officers currently serves, or in the past has served, as a member of the board of directors or compensation committee (or other board committee performing equivalent functions) of any entity that has one or more of its executive officers who served on our board of directors or our compensation committee in ~~2015.~~2016.

Code of Business Conduct and Ethics

Our board of directors has adopted codes of conduct and ethics that apply to all of our employees, officers, and directors. The full text of our codes of conduct and ethics are posted on the Investor Relations section of our website. We intend to disclose future amendments to certain provisions of our codes of conduct and ethics, or waivers of these provisions, on our website or in filings under the Exchange Act.

Board and Committee Meetings and Attendance

Our board of directors and its committees meet throughout the year on a set schedule, and also hold special meetings and act by written consent from time to time. During ~~2015,~~2016, our board of directors met oreight times and acted by unanimous written consent 36three times, the audit committee met orten times and did not act by unanimous written consent, the compensation committee met seven times and acted by unanimous written consent ~~six times, the compensation committee met or acted by unanimous written consent nine times,~~one time, and the nominating and governance committee ~~did not meet or act~~met two times and acted by unanimous written ~~consent.~~consent one time. None of the directors attended fewer than 75% of the aggregate of the total number of meetings held by our board of directors and by all committees of our board of directors on which such director served (during the period that such director served on our board of directors and any committee).

Board Attendance at Annual Stockholders’ Meeting

Our policy is to invite and encourage each member of our board of directors to be present at our annual meetings of stockholders. ~~We completed~~All of our ~~initial public offering in June 2015 and did not have an~~then-current serving directors were present at our 2016 annual meeting of ~~our stockholders in 2015.~~stockholders.

Presiding Director of Non-Employee Director Meetings

The non-employee directors meet in regularly scheduled executive sessions without management to promote open and honest discussion. Our lead independent director, Mr. Callaghan, is the presiding director at these meetings.

Communication with Directors

Stockholders and interested parties who wish to communicate with our board of directors, non-management members of our board of directors as a group, a committee of our board of directors, or a specific member of our board of directors (including our Chairman or lead independent director) may do so by letters addressed to the attention of our General Counsel.

All communications are reviewed by our General Counsel and provided to the members of our board of directors consistent with a screening policy providing that unsolicited items, sales materials, abusive, threatening, or otherwise inappropriate materials and other routine items and items unrelated to the duties and responsibilities of our board of directors not be relayed on to directors. Any communication that is not relayed is recorded in a log and made available to our board of directors.

The address for these communications is:

Fitbit, Inc.
c/o General Counsel
405 Howard Street
San Francisco, California 94105

NOMINATIONS PROCESS AND DIRECTOR QUALIFICATIONS

Nomination to the Board of Directors

Candidates for nomination to our board of directors are selected by our board of directors based on the recommendation of the nominating and governance committee in accordance with the committee’s charter, our restated certificate of incorporation and restated bylaws, our Corporate Governance Guidelines, and the criteria adopted by our board of directors regarding director candidate qualifications. In recommending candidates for nomination, the nominating and governance committee considers candidates recommended by directors, officers, employees, stockholders, and others, using the same criteria to evaluate all candidates. Evaluations of candidates generally involve a review of background materials, internal discussions, and interviews with selected candidates, as appropriate and, in addition, the committee may engage consultants or third-party search firms to assist in identifying and evaluating potential nominees.

Additional information regarding the process for properly submitting stockholder nominations for candidates for membership on our board of directors is set forth below under “Stockholder Proposals to Be Presented at Next Annual Meeting.”

Director Qualifications

With the goal of developing a diverse, experienced, and highly qualified board of directors, the nominating and governance committee is responsible for developing and recommending to our board of directors the desired qualifications, expertise, and characteristics of members of our board of directors, including qualifications that the committee believes must be met by a committee-recommended nominee for membership on our board of directors and specific qualities or skills that the committee believes are necessary for one or more of the members of our board of directors to possess.

Since the identification, evaluation, and selection of qualified directors is a complex and subjective process that requires consideration of many intangible factors, and will be significantly influenced by the particular needs of our board of directors from time to time, our board of directors has not adopted a specific set of minimum qualifications, qualities, or skills that are necessary for a nominee to possess, other than those that are necessary to meet U.S. legal, regulatory, and New York Stock Exchange listing requirements and the provisions

of our restated certificate of incorporation, restated bylaws, Corporate Governance Guidelines, and charters of the board committees. In addition, neither our board of directors nor our nominating and governance committee has a formal policy with regard to the consideration of diversity in identifying nominees. When considering nominees, our nominating and governance committee may take into consideration many factors including, among other things, a candidate’s independence, integrity, diversity, skills, financial and other expertise, breadth of experience, and knowledge about our business or industry and ability to devote adequate time and effort to responsibilities of our board of directors in the context of its existing composition. Through the nomination process, the nominating and governance committee seeks to promote board membership that reflects a diversity of business experience, expertise, viewpoints, personal backgrounds, and other characteristics that are expected to contribute to our board of directors’ overall effectiveness. The brief biographical description of each director set forth in Proposal 1 below includes the primary individual experience, qualifications, attributes, and skills of each of our directors that led to the conclusion that each director should serve as a member of our board of directors at this time.

PROPOSAL NO. 1

ELECTION OF DIRECTORS

Our board of directors currently consists of ~~five~~seven directors. Each of our directors will stand for election at the Annual Meeting and shall serve for a one-year term expiring at our ~~2017~~2018 annual meeting of stockholders and until such director’s successor is duly elected and qualified or until such director’s earlier death, resignation, or removal.

Shares represented by proxies will be voted “FOR” the election of each of the ~~five~~seven nominees named below, unless the proxy is marked to withhold authority to so vote. If any nominee for any reason is unable to serve or for good cause will not serve, the proxies may be voted for such substitute nominee as the proxy holder might determine. Each nominee has consented to being named in this Proxy Statement and to serve if elected.

Nominees to the Board of Directors

The nominees, and their ages and occupations as of March ~~31, 2016,~~22, 2017, are provided in the table below. Additional biographical descriptions of each nominee are set forth in the text below the table.



Name of Director/Nominee	Age	Position
James Park	3940	President, Chief Executive Officer, and Chairman
Eric N. Friedman	3839	Chief Technology Officer and Director
Laura Alber⁽¹⁾	48	Director
Jonathan D. Callaghan^(1)(2)†	4748	Director
Glenda Flanagan⁽³⁾	63	Director
Steven Murray^(1)(2)(3)	4748	Director
Christopher Paisley^(2)(1)(3)	6364	Director

__________________


⁽¹⁾	Member of the ~~nominating and governance~~compensation committee.


⁽²⁾	Member of the ~~compensation~~nominating and governance committee.


⁽³⁾	Member of the audit committee.


†	Lead independent director.

James Park is our co-founder and has served as a member of our board of directors since March 2007, as our Chairman since May 2015, and as our President and Chief Executive Officer since September 2007. Previously, Mr. Park served as a Director of Product Development at CNET Networks, Inc., an online media company. Prior to CNET Networks, Mr. Park served as the President and a co-founder of Wind-Up Labs, Inc., an online photo sharing company acquired by CNET Networks in April 2005. He was also Chief Technology Officer and a co-founder of Epesi Technologies, Inc., a software company. Mr. Park attended Harvard College where he studied computer science. Mr. Park was selected to serve as a member of our board of directors due to the perspective and experience he brings as our co-founder, President, and Chief Executive Officer.

Eric N. Friedman is our co-founder and has served as a member of our board of directors since March 2007 and as an executive officer since September 2007, including most recently as our Chief Technology Officer. Previously, Mr. Friedman served as an engineer manager at CNET Networks. Prior to CNET Networks, Mr. Friedman served as a co-founder of Wind-Up Labs, a founding engineer of Epesi Technologies, and a technical member of the Real-Time Collaboration Group at Microsoft Corporation. Mr. Friedman holds a B.S. and an M.S. in computer science from Yale University. Mr. Friedman was selected to serve as a member of our board of directors due to the perspective and experience he brings as our co-founder and Chief Technology Officer.

Laura Alber has served as a member of our board of directors since June 2016. Ms. Alber has served as the Chief Executive Officer of Williams-Sonoma, Inc., a retail company of kitchen and home products, since May 2010 and as President of Williams-Sonoma since July 2006. Ms. Alber joined Williams-Sonoma in 1995 as a Senior Buyer for Pottery Barn. Ms. Alber has held numerous brand management roles within the company, including the positions of President, Pottery Barn Brands; Executive Vice President, Pottery Barn Merchandising; and Senior Vice President, Pottery Barn Catalog and Pottery Barn Kids Retail. Prior to Williams-Sonoma, Ms. Alber worked at The Gap, Inc. and Contempo Casuals, and was a small business owner. Ms. Alber holds a B.A. in psychology from the University of Pennsylvania. Ms. Alber was selected to serve as a member of our board of directors due to her extensive retail industry, merchandising, and operational experience.

Jonathan D. Callaghan has served as a member of our board of directors since September 2008. Mr. Callaghan is a founder and has served as a Managing Member of True Ventures, a venture capital firm, since January 2006. Prior to True Ventures, Mr. Callaghan served as a Managing Director at Globespan Capital, a venture capital firm, and as a Managing Partner at CMGI@Ventures, CMGI Inc.’s affiliated

venture capital group. Prior to this, Mr. Callaghan worked for AOL Inc.’s Greenhouse, the venture capital/incubator for AOL, and as an associate at Summit Partners. Mr. Callaghan holds an A.B. in government from Dartmouth College and an M.B.A. from Harvard Business School. Mr. Callaghan was selected to serve as a member of our board of directors due to his extensive experience with technology companies.

Glenda Flanagan has served as a member of our board of directors since June 2016. Ms. Flanagan has served as the Executive Vice President and Chief Financial Officer of Whole Foods Market, Inc., a supermarket chain, since 1988. Ms. Flanagan currently serves on the boards of directors of Whole Planet Foundation, Whole Cities Foundation, and Whole Kids Foundation, as well as the public company Credit Acceptance Corporation. Ms. Flanagan holds a B.B.A. in accounting from the University of Texas at Austin. Ms. Flanagan was selected to serve as a member of our board of directors due to her extensive experience with leading consumer and health-related brand, and expertise and background with regard to accounting and financial matters.

Steven Murray has served as a member of our board of directors since June 2013. Mr. Murray is a Partner at Revolution Growth, a venture capital firm, where he has worked since January 2016. From April 1996 to January 2016, Mr. Murray worked at SoftBank Capital, a venture capital firm, where he most recently served as a Partner. Prior to this, Mr. Murray worked for Deloitte & Touche LLP, where he specialized in serving high growth technology based businesses. Mr. Murray also serves on the board of directors for a number of private companies. Mr. Murray holds a B.S. in accounting from Boston College. Mr. Murray was selected to serve as a member of our board of directors due to his extensive experience with technology companies.

Christopher Paisley has served as a member of our board of directors since January 2015. Mr. Paisley has served as the Dean’s Executive Professor of Accounting at the Leavey School of Business at Santa Clara University since January 2001. Prior to this, Mr. Paisley served as Senior Vice President of Finance and Chief Financial Officer for 3Com Corporation, a ~~Fortune 500~~ computer networking manufacturer. Mr. Paisley currently serves on the boards of directors of Ambarella, Inc., Equinix, Inc., Fortinet, Inc., and YuMe, Inc. He also previously served as a director of Bridge Capital Holdings, Control4 Corporation, and Volterra Semiconductor Corporation. Mr. Paisley holds a B.A. in business economics from the University of California, Santa Barbara and an M.B.A. from the UCLA Anderson School ~~at the University~~ of ~~California, Los Angeles.~~Management. Mr. Paisley was selected to serve as a member of our board of directors due to his extensive board and operational experience.

There are no familial relationships among our directors and executive officers.

Director Compensation

The following table provides information for ~~2015~~2016 concerning all compensation awarded to, earned by, or paid to each person who served as a non-employee director for some portion of ~~2015.~~2016. James Park, our President and Chief Executive Officer, and Eric N. Friedman, our Chief Technology Officer, are not included in the table below because they did not receive additional compensation for their services as directors. Total compensation for Messrs. Park and Friedman for services as employees is presented in “Executive Compensation—Summary Compensation Table” below.

Name
Fees Earned or
Paid in Cash
($)
Option Awards
($)⁽¹⁾
Total
($)
Jonathan D. Callaghan⁽²⁾
— — —
Steven Murray 47,137 — 47,137
Christopher Paisley 53,029
409,428⁽³⁾
462,457
Brad Feld⁽⁴⁾
— — —



Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)⁽¹⁾	Total ($)
Laura Alber⁽²⁾	33,552	166,938	200,490
Jonathan D. Callaghan⁽³⁾	—	—	—
Glenda Flanagan⁽⁴⁾	36,598	166,938	203,536
Steven Murray⁽⁵⁾	67,516	162,019	229,535
Christopher Paisley⁽⁶⁾	76,518	162,019	238,537

__________________________

⁽¹⁾

The amounts reported in this column represent the aggregate grant date value of ~~option~~RSU awards made to directors in ~~2015~~2016 computed in accordance with ~~FASB ASC~~Financial Accounting Standard Board Accounting Standards Codification Topic 718. This amount does not reflect the actual economic value realized by the director, which will vary depending on the performance of our Class A common stock.


⁽²⁾	As of December 31, 2016, Ms. Alber held 11,505 RSUs. The RSUs vest in accordance with the vesting schedule described below under “—Non-Employee Director Compensation Arrangements—Non-Employee Director Equity Compensation—Initial Equity Grant.”


⁽³⁾	Mr. Callaghan has waived any right to receive compensation that he may be entitled to receive for service as a non-employee director.


⁽³⁾⁽⁴⁾	As of December 31, ~~2015,~~2016, Ms. Flanagan held 11,505 RSUs. The RSUs vest in accordance with the vesting schedule described below under “—Non-Employee Director Compensation Arrangements—Non-Employee Director Equity Compensation—Initial Equity Grant.”


⁽⁵⁾	As of December 31, 2016, Mr. Murray held 11,442 RSUs. The RSUs vest in accordance with the vesting schedule described below under “—Non-Employee Director Compensation Arrangements—Non-Employee Director Equity Compensation—Annual Equity Grant.”

⁽⁶⁾

As of December 31, 2016, Mr. Paisley held 11,442 RSUs and an option to purchase 60,000 shares of Class B common stock. The RSUs vest in accordance with the vesting schedule described below under “—Non-Employee Director Compensation Arrangements—Non-Employee Director Equity Compensation—Annual Equity Grant.” 1/24^th24th of the shares subject to the option vested on February 29, 2015, and the remaining shares subject to the option vest at a rate of 1/24^th24th of the total shares subject to the option on each month thereafter, subject to continued service to us through each vesting date.


⁽⁴⁾	~~Mr. Feld resigned from the board of directors effective May 1, 2015.~~

Non-Employee Director Compensation Arrangements

Non-Employee Director Equity Compensation

Initial Equity Grant. Each non-employee director appointed to our board of directors is automatically granted an initial grant of RSUs on the date of his or her appointment to our board of directors having an aggregate fair market value of ~~$150,000~~$175,000 (with such amount pro-rated based on the number of days between the date of such director’s appointment and the date of our first annual meeting of stockholders following the date of grant (or to the extent that we have not determined the date of the next annual meeting of stockholders on or before the date of grant, May 15 following the date of grant)). The RSUs will fully vest on the date of our first annual meeting of stockholders following the date of grant or immediately prior to the consummation of a change of control event. If an individual is appointed as a non-employee director at an annual meeting of stockholders, he or she will be granted an annual equity grant, as described below, in lieu of the initial equity grant.

Annual Equity Grant. On the date of each annual meeting of stockholders, ~~(commencing with this Annual Meeting),~~ each non-employee director who is serving on our board of directors on the date of such annual meeting will be automatically granted RSUs having an aggregate fair market value of ~~$150,000.~~$175,000. The RSUs will fully vest on the earlier of (i) the date of the following year’s annual meeting of stockholders (but only for a non-employee director who does not stand for re-election at, or is not re-elected at, the following year’s annual meeting of stockholders but who otherwise serves on the board of directors until the date of such meeting) and (ii) the date that is one year following the date of grant.

Non-Employee Director Cash Compensation

Each non-employee director is also entitled to receive an annual cash retainer of ~~$40,000~~$50,000 for service on the board of directors and additional annual cash compensation for the lead independent director and committee membership as follows:

Audit committee member: $10,000

Audit committee chair: ~~$20,000~~$25,000

Compensation committee member: $7,500

Compensation committee chair: ~~$15,000~~$17,500

Lead independent director: $20,000

Nominating and governance committee member: $5,000

Nominating and governance committee chair: ~~$10,000~~$12,500

OUR BOARD OF DIRECTORS RECOMMENDS
A VOTE “FOR” ELECTION OF EACH OF THE ~~FIVE~~SEVEN NOMINATED DIRECTORS

PROPOSAL NO. 2

RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Our audit committee has selected PricewaterhouseCoopers LLP as our independent registered public accounting firm to perform the audit of our financial statements for the fiscal year ending December 31, ~~2016~~2017 and recommends that stockholders vote for ratification of such selection. The ratification of the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, ~~2016~~2017 will be determined by the vote of a majority of the voting power of the shares present or represented at the Annual Meeting and voting affirmatively or negatively on the proposal. In the event that PricewaterhouseCoopers LLP is not ratified by our stockholders, the audit committee will review its future selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm.

PricewaterhouseCoopers LLP audited our financial statements for ~~2015.~~2016. Representatives of PricewaterhouseCoopers LLP are expected to be present at the Annual Meeting, in which case they will be given an opportunity to make a statement at the Annual Meeting if they desire to do so, and will be available to respond to appropriate questions.

Independent Registered Public Accounting Firm Fees and Services

We regularly review the services and fees from our independent registered public accounting firm. These services and fees are also reviewed with our audit committee annually. In accordance with standard policy, PricewaterhouseCoopers LLP periodically rotates the individuals who are responsible for our audit.

In addition to performing the audit of our consolidated financial statements, PricewaterhouseCoopers LLP provided various other services during ~~2014~~2015 and ~~2015.~~2016. During ~~2014~~2015 and ~~2015,~~2016, fees for services provided by PricewaterhouseCoopers LLP were as follows:


	2014		2015		2015		2016⁽⁵⁾
Audit fees⁽¹⁾	$	625,457	$	3,212,760	$	3,552,760	[ ]
Audit-related fees⁽²⁾	—		25,000		25,000		[ ]
Tax fees⁽³⁾	511,934		918,635		918,635		[ ]
All other fees⁽⁴⁾	1,800		3,906		3,906		[ ]
Total fees	$	1,139,191	$	4,160,301	$	4,500,301	[ ]

__________________

⁽¹⁾

Includes fees for audit services primarily related to the audit of our annual financial statements; the review of our quarterly financial statements; comfort letters, consents, and assistance with and review of documents filed with the SEC, including our registration statements on Form S-1 related to our initial public offering in June 2015 and our follow-on offering in November 2015; and other accounting and financial reporting consultation and research work billed as audit fees or necessary to comply with the standards of the Public Company Accounting Oversight Board. The amount for 2015 also includes $340,000 previously not reported and billed after the filing of our Definitive Proxy Statement, filed on April 13, 2016.


⁽²⁾	Includes fees for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements, ~~which includes an audit~~including in connection with ~~our acquisition~~acquisitions by us of ~~FitStar~~other companies in ~~March 2015.~~2015 and 2016.


⁽³⁾	Includes fees for tax compliance, advice, and planning. Tax advice fees encompass a variety of permissible tax services, including technical tax advice related to federal and state and international income tax matters; transfer pricing, international tax structure planning, and assistance with indirect sales tax; and assistance with tax audits.


⁽⁴⁾	Includes fees for services other than the services reported in audit fees, audit-related fees, and tax fees.


⁽⁵⁾	Amounts not currently determinable.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm

Our audit committee’s policy is to pre-approve all audit and permissible non-audit services provided by the independent registered public accounting firm. These services may include audit services, audit-related services, tax services, and other services. Pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. The independent registered public accounting firm and management are required to report periodically to the audit committee regarding the extent of services provided by the independent registered public accounting firm in accordance with this pre-approval, and the fees for the services performed to date.

All of the services relating to the fees described in the table above were pre-approved by our audit committee.

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” APPROVAL OF PROPOSAL NO. 2

PROPOSAL NO. 3~~RE-APPROVAL~~

APPROVAL OF ~~THE SECTION 162(M) LIMITS~~STOCK OPTION EXCHANGE PROGRAM FOR ELIGIBLE EMPLOYEES (INCLUDING CERTAIN OF ~~THE 2015 EQUITY INCENTIVE PLAN~~OUR EXECUTIVE OFFICERS)

~~General~~

Our 2015 Plan became effective in June 2015 in connection with our initial public offering. The 2015 Plan provides for the grant of awards to eligible employees, directors, consultants, independent contractors, and advisors in the form of stock options, restricted stock awards, stock bonus awards, stock appreciation rights, RSUs, and performance awards.

We believe that future business success and our ability to remain competitive depend on our continuing efforts to attract, retain and motivate highly qualified personnel. In order to be competitive as an employer in our industry, we rely, among other things, on our equity-based compensation programs, including the grant of RSUs and other awards under the 2015 Plan, to attract and retain qualified people. Allowing employees to participate in owning shares of our common stock helps to align the objectives of our stockholders and employees and is important in attracting, motivating, and retaining the highly skilled personnel that are necessary in our industry.

Since our 2015 Plan became effective, French law Loi Macron, or the Macron Law, introduced changes to the terms under which RSUs may be granted to employees of our subsidiary in France. Among the conditions for granting RSUs under the Macron Law is that the RSUs are granted pursuant to an equity incentive plan approved by our stockholders after August 7, 2015.

~~Proposal~~

In February 2016, our board of directors directed us to submit the material terms, share limits, performance award dollar limit, and performance criteria of the 2015 Plan to our stockholders for re-approval for purposes of Section 162(m). The material terms solicited for re-approval are described below under “Summary of the 2015 Plan,” and include the employees eligible to receive compensation, the performance criteria on which the performance goals are based, and the maximum amount of compensation that could be paid to any employee under the 2015 Plan or the formula used to calculate the amount of such compensation if the performance goal is attained. No changes are being proposed with respect to the 2015 Plan at this time. The share information presented in this proposal reflects the 3-for-2 stock split of our capital stock in May 2015.Introduction

We are ~~asking~~seeking stockholder approval of a proposed stock option exchange program, or the Program, that, if implemented, would allow Eligible Employees (as defined below), including our stockholders to approve the material terms, share limits, performance award dollar limit, and performance criteria of the 2015 Plan pursuant to Section 162(m) to preserve corporate income tax deductions that may become available to us. We are asking the stockholders for this re-approval so that we may deduct for federal income tax purposes gains attributable to awards under the 2015 Plan that, when added to the compensation payable by us to certain executive officers ~~in any single year, exceed $1.0 million. The re-approval of the 2015 Plan will also afford us the opportunity to grant RSUs under the Macron Law as described below.~~

~~Pursuant to Section 162(m), we generally may not deduct for federal income tax purposes compensation paid to certain executive officers to the extent that any of these persons receives more~~other than $1.0 million in compensation in any single year. Compensation includes, without limitation, cash compensation; ordinary income arising from the exercise of stock options that are nonqualified stock options, restricted stock awards, stock appreciation rights, and RSUs; ordinary income arising from disqualifying dispositions of stock options that were granted as incentive stock options or under our 2015 Employee Stock Purchase Plan, or 2015 ESPP; and ordinary income arising from stock bonus awards and performance awards conferred in cash or shares. The executive officers whose compensation is subject to deduction limitation are those that constitute “covered employees” within the meaning of Section 162(m) of the Code, which generally includes our President, ~~and~~ Chief Executive Officer, and ~~certain of our most highly-compensated officers~~Chairman, Chief Technology Officer, and ~~excludes in all cases our~~ Chief Financial Officer. However, if the compensation qualifies as “performance-based” for Section 162(m) purposes, we may deduct it for federal income tax purposes even if it exceeds $1.0 million in a single year. Certain awards granted under the 2015 Plan permit our compensation committeeOfficer, to ~~design such awards~~exchange out-of-the-money or “underwater” options to qualify as “performance-based” compensation within the meaning of Section 162(m). For these awards to qualify as “performance-based” compensation under Section 162(m), our stockholders must approve the material terms, share limits, performance award dollar limit, and performance criteria of the 2015 Plan at the Annual Meeting.

Because of the fact-based nature of the performance-based compensation exception under Section 162(m) and the limited availability of formal guidance thereunder, we cannot guarantee that the awards under the 2015 Plan will qualify for exemption

~~under Section 162(m).~~ However, the 2015 Plan is structured with the intention that our compensation committee will have the discretion to make awards under the 2015 Plan that may qualify as “performance-based” compensation and be fully deductible if stockholder approval is obtained of the material terms, share limits, performance award dollar limit, and performance criteria under the 2015 Plan. Subject to the requirements of Section 162(m), if the material terms under our 2015 Plan, including the annual equity grant share limitations, the performance award dollar limit and the performance criteria under which performance-based awards may be granted, are not re-approved by stockholders, we will not make any further grants under the 2015 Plan to our “covered employees” as defined in Section 162(m), or their successors, until such time, if any, as stockholder approval of a subsequent similar proposal is obtained.

~~French-Qualified RSU Grants~~

Re-approval of the 2015 Plan by our stockholders will also satisfy one of the requirements of the Macron Law for granting tax-qualified RSUs to employees of our subsidiary in France, or French-qualified RSUs. Under the Macron Law, French-qualified RSUs granted to employees of our French subsidiary may benefit from certain tax and social security treatment, provided certain conditions are met.

We are not proposing any revisions to the 2015 Plan in order to grant French-qualified RSUs under the Macron Law. Our 2015 Plan provides that the board of directors or the compensation committee has the authority to adopt a subplan to the 2015 Plan to accommodate requirements of local law outside of the United States as long as such subplan does not increase share limitations under the 2015 Plan. Therefore, should we obtain stockholder approval for the 2015 Plan and determine to grant French-qualified RSUs under the Macron Law to employees of our French subsidiary, our board of directors or compensation committee may adopt a French subplan to the 2015 Plan, within its share limitations, setting forth any required terms and conditions for grants of French-qualified RSUs.

~~We are not required to grant French-qualified RSUs in France and may choose, at our discretion, to grant non-qualified awards to employees of our French subsidiary depending on the circumstances.~~

~~Summary of the 2015 Plan~~

~~Shares Reserved for Issuance.~~ We adopted the 2015 Plan, which became effective in June 2015, as the successor to our Amended and Restated 2007 Stock Plan, or 2007 Plan. Any remaining shares available for issuance under our 2007 Plan at the time our 2015 Plan became effective became reserved for issuance under our 2015 Plan, and we ceased granting awards under the 2007 Plan. The number of shares reserved for issuance under our 2015 Plan increases automatically on the first day of January of each of 2016 through 2025 by the number of shares of Class A common stock equal to 5% of the total outstanding shares of our common stock as of the immediately preceding December 31. However, our board of directors may reduce the amount of the increase in any particular year. In addition, the followingpurchase shares of our Class A common stock ~~will~~or Class B common stock currently held by such Eligible Employees for a lesser number of RSUs that may be ~~available~~settled for ~~grant and issuance~~shares of our Class A common stock, or New RSUs, under our 2015 ~~Plan:~~Plan. Each New RSU will represent an unfunded right to receive one share of our Class A common stock on a date in the future, which generally is the date on which the New RSU will vest. The New RSUs will be granted on the Exchange Date (as defined below), which we currently anticipate will occur immediately following the expiration of the Exchange Offer (as defined below). The New RSUs will generally vest over the remaining vesting period of the applicable Eligible Option (as defined below) (subject to a one-year minimum vesting period). None of the members of our board of directors would be eligible to participate in the Program.

~~shares issuable upon~~Approval of the ~~exercise~~Program will enable us to leverage underwater outstanding stock options, for the purposes for which they were originally intended, namely, to motivate and retain our employees. In addition, the Program will allow us to reduce our equity award “overhang” (that is, the number of ~~options or subject to other awards under our 2007 Plan that cease to be subject to such options or other awards by forfeiture or otherwise;~~

~~shares issued under our 2007 Plan that are forfeited or repurchased by us;~~

shares subject to outstanding equity awards ~~granted under our 2015 Plan that cease to be subject~~relative to the ~~awards for any reason~~total number of shares of our Class A or Class B common stock outstanding) through the cancellation of outstanding stock options that currently provide no meaningful retention or incentive value to our employees.

Overview

If the Proposal 3 is approved, Eligible Employees, including our executive officers other than ~~exercises of stock options or stock appreciation rights;~~

~~shares issued or subject~~the executive officers listed below, will have the opportunity to ~~awards granted under our 2015 Plan that are subsequently forfeited or repurchased by us at the original issue price;~~

~~shares surrendered, cancelled, or exchanged~~surrender Eligible Optionsand will receive in exchange one New RSU for ~~cash or a different award (or combination thereof); and~~

every two shares subject to ~~awards under our 2007 Plan~~Eligible Options that are ~~used~~surrendered. The ineligible executive officers are as follows:

James Park, our President, Chief Executive Officer, and Chairman;

Eric N. Friedman, our Chief Technology Officer; and

William Zerella, our Chief Financial Officer.

In addition, none of the members of our board of directors are eligible to ~~pay~~participate in the Program.

As of February 28, 2017, there were a total of 1,220,916 shares of Class A common stock and a total of 31,837,688 shares of Class B common stock subject to outstanding stock options. Of the outstanding stock options, as of that date and assuming the Assumed Exchange Date Price (as defined below), options to purchase 697,916 shares of Class A common stock and options to purchase 5,402,179 shares of Class B common stock, at a weighted average exercise price of $10.85 per share and a ~~stock option or withheld to satisfy~~weighted average remaining life of 7.46 years, would be underwater and eligible for exchange under the ~~tax withholding obligations related to any award.~~

~~Eligibility~~. Our 2015 Plan provides for the grant of awards to our employees, directors, consultants, independent contractors, and advisors, of any parent, subsidiary or affiliate, provided the consultants, independent contractors, directors, and advisors render services not in connection with the offer and sale of securities in a capital-raising transaction. The exercise price of stock options must be at least equalproposed Program. We refer herein to the ~~fair market value~~closing price of our Class A common stock on the ~~date~~New York Stock Exchange on February 28, 2017 of ~~grant. As~~$6.21, which we assume for purposes of ~~December 31, 2015, approximately 1,350 individuals were eligible~~an example only throughout this Proposal 3 to ~~participate~~be the closing price of our common stock on the Exchange Date, as the “Assumed Exchange Date Price.” Assuming full participation in the ~~2015 Plan.~~Program by Eligible Employees, up to 3,049,980 New RSUs would be issued and 6,100,095 shares of Class A common stock would be cancelled, resulting in 3,050,115 shares becoming available

~~Administration~~. Our 2015 Plan is administered by our compensation committee, all of the members of which are outside directors as defined under applicable federal tax laws, or by our board of directors acting in place of our compensation committee. The compensation committee has the authority to construe and interpret our 2015 Plan, grant awards, and make all other determinations necessary or advisable for the administration of the plan.

~~Type of Awards and Number of Shares Per Calendar Year~~. Our 2015 Plan authorizes the award of stock options, restricted stock awards, stock appreciation rights, RSUs, performance awards, and stock bonuses. No person will be eligible to receive more than 3,000,000 shares in any calendar yearfor future issuance under our 2015 ~~Plan other than a new employee of ours, who will be eligible to receive no more than 6,000,000 shares under~~Plan. If the plan in the calendar year in which the employee commences employment. The aggregate number of shares that may be subject to awards granted to any one non-employee director pursuant to the 2015 Plan in any calendar year shall not exceed 1,500,000. No more than 37,500,000 shares may be issued as incentive stock options under the 2015 Plan.

~~Stock Options~~. In general, stock options vest over a four-year period. Stock options may vest based on time or achievement of performance conditions. Our compensation committee may provide for stock options to be exercised only as they vest or to be immediately exercisable with any shares issued on exercise being subject to our right of repurchase that lapses as the shares vest. Stock options granted under our 2015 Plan generally may be exercised for a period of three months after the termination of the optionee’s service to us, for a period of 12 months in the case of death or for a period of six months in the case of disability, or such longer period as our compensation committee may provide. Stock options generally terminate immediately upon termination of employment for cause. The maximum term of stock options granted under our 2015 Plan is ten years.

~~Restricted Stock Awards. An RSA is an offer by us to sell shares~~closing price of our Class A common stock was below the Assumed Exchange Date Price on the Exchange Date, additional shares subject to ~~restrictions, which~~outstanding stock options would be eligible for exchange under the Program as follows:



Exercise Price of Eligible Options	Outstanding Eligible Options	Weighted Average Exercise Price of Eligible Options		Weighted Average Remaining Life of Eligible Options (Years)	Maximum Number of Replacement RSUs
<$2.30	9,548,915	$	0.85	5.61	4,774,429
$3.63	4,136,917	$	3.63	7.34	2,068,447
$4.52	870,795	$	4.52	6.7	435,389
Total	14,556,627	$	1.49	6.16	7,278,265

Notwithstanding the foregoing, since the number of Eligible Employees and Eligible Options will not be known until the Program is completed, we are unable to determine at this time the exact number of New RSUs that may ~~vest based on time or achievement of performance conditions. The price, if any, of a restricted~~be granted in connection with the Program. All Eligible Options that are not exchanged will remain outstanding and in effect in accordance with their existing terms. We currently anticipate that the surrendered stock ~~award~~options will be ~~determined by the compensation committee. Unless otherwise determined by the compensation committee at the time of award, vesting will cease~~cancelled on the first business date after the ~~holder no longer provides services~~expiration of the Exchange Offer. Such date is referred to ~~us and unvested shares~~herein as the “Exchange Date.” We expect the New RSUs will be ~~forfeited~~granted under the 2015 Plan on the Exchange Date. The shares of our common stock subject to ~~or repurchased by us.~~surrendered stock options will become available for future issuance as Class A common stock under our 2015 Plan once the surrendered stock options are cancelled.

Reasons for the Program

~~Stock Appreciation Rights. SARs provide for a payment, or payments,~~Since our initial public offering in ~~cash or shares~~June 2015, the market price of our Class A common stock ~~to the holder based upon the difference between the fair market value~~has fluctuated significantly. Our Class A common stock traded for more than $47.00 a share in July 2015, but in recent times has traded for significantly less. The closing price of our Class A common stock on the ~~date~~New York Stock Exchange on February 28, 2017 was $6.21 per share. As a result, a significant number of the stock options granted to our employees at higher valuations have lost their economic benefit to these employees, eroding their effectiveness as an economic incentive to stay with the company while nevertheless creating potential dilution to our stockholders. Additionally, under applicable accounting rules, we are required to continue to recognize compensation expense related to these underwater stock options as they vest, even if they are never exercised because they remain underwater and do not fully provide the intended incentive and retention benefits. We believe that that the Program will allow us to recapture retentive and incentive value from the compensation expense that we record in our financial statements with respect to certain Eligible Options. By replacing underwater options that have diminished retention or incentive value with New RSUs that will provide both enhanced retention and incentive value while incurring only incremental compensation expense, we will be able to use our resources more efficiently.

As of February 28, 2017, approximately 18.5% of our outstanding stock options and 28.8% of our unvested outstanding stock options had exercise prices that are equal to or greater than the Assumed Exchange Date Price. In addition, as of February 28, 2017, of employees who held one or more stock options, approximately 47.2% held stock options with exercise prices that were equal to or greater than the Assumed Exchange Date Price. This means that a significant number of our stock options fail to provide the incentive and retention benefits they were designed to provide, as they are perceived to have little or no economic value to these employees. Accordingly, our management, board of directors, and compensation committee have concluded that we could be at risk of losing key talent.

Beginning in January 2017, our compensation committee engaged Compensia, an independent compensation consultant, to perform a comprehensive evaluation of a stock option exchange program. As part of this evaluation, our compensation committee identified the likely participants of an exchange program, and evaluated the value of the equity awards to be exchanged, the general parameters of an

exchange program, and the ~~stated exercise price at grant up~~effects of an exchange program on our current hiring and retention goals. We determined that an exchange program pursuant to which employees including our executive officers, other than our President, Chief Executive Officer, and Chairman, Chief Technology Officer, and Chief Financial Officer, could exchange their underwater stock options for a ~~maximum amount of cash or~~lesser number of ~~shares. Stock appreciation rights may vest based on time or achievement~~RSUs was most attractive alternative for several reasons, including the following:

▪

Restore Retention and Motivation Incentives - We believe that equity incentives are a critical tool to align employees’ interests with those of our stockholders. We have historically granted stock options to incentivize, reward, and motivate employees’ performance and to encourage them to continue their employment with us. We believe that an effective and competitive employee incentive program is imperative for the future growth and success of our business. We rely on highly skilled and educated technical and managerial employees to execute our strategic initiatives, expand and develop our business, and satisfy the needs of our customers and users. Competition for these types of employees is intense, and many companies use equity incentives, including stock options and RSUs, as a means of attracting, motivating, and retaining their employees. Equity incentives constitute a key part of our incentive and retention programs. Our board of directors believes that equity compensation encourages employees to act like owners of the business, motivating them to work to make our business successful and rewarding their contributions by allowing them to potentially benefit from increases in the value of our Class A common stock. Much of our current business strategy involves multi-year initiatives designed to expand our markets and grow revenue. To execute our strategy, we believe it is imperative that we retain our employees over the long-term.

▪

Reduce Pressure for Additional Equity Awards or Additional Cash Compensation - If we are unable to address the concerns raised by our underwater stock options (such as by conducting the Program), we may find it necessary to grant a significant number of equity awards or provide additional cash compensation to our employees above and beyond our ongoing equity grant and compensation practices to provide renewed incentives to our employees and satisfy our retention objectives. These additional awards would increase our compensation expense. Additionally, using additional cash compensation to replace underwater stock options in this highly competitive environment may have a material adverse effect on our business.

▪

Reduce Equity Overhang Levels - Underwater stock options cannot be removed from our equity award overhang until they are exercised, expire, or otherwise terminate (for example, when an employee leaves our employment). The Program would reduce our current overhang level by canceling many of our underwater stock options and replacing them with New RSUs settleable for a lesser number of shares than the number of shares covered by the surrendered options. As of February 28, 2017 and assuming the Assumed Exchange Date Price, options to purchase 697,916 shares of Class A common stock and options to purchase 5,402,179 shares of Class B common stock could be surrendered and canceled and made available for future issuance, while, based on such assumptions, New RSUs covering 3,049,980 shares of Class A common stock would be issued, resulting in a net reduction in the equity award overhang by 3,050,115 shares.

Details of ~~performance conditions.~~the Program

Eligible Employees

~~Restricted Stock Units. An RSU represents~~We intend to make the ~~right~~Program available to ~~receive shares~~all of our ~~Class A common stock at a specified date~~employees located in the ~~future, subject~~United States, including our executive officers other than our President, Chief Executive Officer, and Chairman, Chief Technology Officer, and Chief Financial Officer, and to forfeiture of that right because of termination of employment or failure to achieve certain performance conditions. If an RSU has not been forfeited, then on the date specified in the RSU agreement, we will deliver to the holderemployees who are located outside of the ~~RSU whole shares of our Class A common stock (which may be subject~~United States, where permitted by local law. Such individuals are referred to ~~additional restrictions), cash, or a combination of our Class A common stock and cash.~~herein as “Eligible Employees.”

~~Performance Awards. Performance awards are awards that are denominated in shares of our Class A common stock but provide that they may be paid~~

An employee will only upon achievement of the pre-established performance goals in cash or by issuance of the underlying shares. Grants of performance awards will be made pursuant to an award agreement that will specify that the awards are performance awards within the meaning of the 2015 Plan. These awards are generally subject to forfeiture prior to payment upon failure to achieve the performance goals. No person will be eligible to ~~receive more than $10,000,000~~participate in ~~performance awards in any calendar year under~~ the ~~2015 Plan. While other equity-based awards may be structured to vest, in whole~~Program if such employee is employed with us on the Exchange Date. Our board of directors or in part, upon the achievement of performance goals, those other awards are not performance awards within the meaning of the 2015 Plan and therefore are only subject to the share limitations discussed above, rather than this $10,000,000 limitation.

~~Our~~ compensation committee may ~~establish performance goals under which performance-based awards may be made by selecting~~determine to exclude employees in certain non-U.S. jurisdictions from ~~one or more of~~ the following performance factors: profit before tax; sales; expenses; billings; revenue; net revenue; earnings (which may include earnings before interest and taxes, earnings before taxes, net earnings, stock-based compensation expenses, depreciation, and amortization); operating income; operating margin; operating profit; controllable operating profit, or net operating profit; net profit; gross margin; operating expenses or operating expenses as a percentage of revenue; net income; earnings per share; total stockholder return; market share; return on assets or net assets; our stock price; growth in stockholder value relative to a pre-determined index; return on equity; return on invested capital; cash flow (including free cash flow or operating cash flows); cash conversion cycle; economic value added; individual confidential business objectives; contract awards or backlog; overheadProgram if local tax or other ~~expense reduction; credit rating; completion of an identified special project; completion of a joint venture~~laws would make their participation infeasible or impractical, or if we determine not to offer the Program in certain locations. In addition, it is possible that we may need to make modifications to the terms offered to employees in countries outside the United States to comply with securities law requirements or other corporate transaction; strategic plan development and implementation; succession plan development and implementation; improvement in workforce diversity; employee satisfaction; employee retention; customer indicators and satisfaction; new product inventionlocal requirements, or innovation; research and development expenses; attainment of research and development milestones; improvements in productivity; bookings; working-capital targets and changes in working capital; and attainment of objective operating goals and employee metrics.

~~Our compensation committee may establish such performance goals and relevant performance criteria on a company-wide basis; with respect to one~~for tax or more business units or subsidiaries on a GAAP or non-GAAP basis; and in absolute terms or relative to a pre-established target. The compensation committee may, in recognition of unusual or non-recurring items such as acquisition-related activities or changes in applicable accounting rules, provide for one or more equitable adjustments (based on objective standards) to the above performance factors to preserve the compensation committee’s original intent regarding the performance factors at the time of the initial award grant. The compensation committee also may reduce or waive any criteria with respect to the performance factors, or adjust performance factors to take into account changes in law and accounting or tax rules as the committee deems necessary or appropriate to reflect the impact of extraordinary or unusual items, events or circumstances to avoid windfalls or hardships, provided that such adjustments are consistent with the regulations promulgated under Section 162(m) with respect to persons whose compensation is subject to Section 162(m) to the extent a deduction under Section 162(m) is desirable.

~~Stock Bonuses. Stock bonuses may be granted as additional compensation for past services or performance,~~reasons. Participation in the ~~form of cash, Class A common stock, or a combination thereof, and may be subject~~Program is voluntary. However, if an Eligible Employee elects to ~~restrictions, which may vest based on time or achievement of performance conditions.~~

~~Adjustment of Shares.~~ In the event there is a specified type of change in our capital structure without our receipt of consideration, such as a stock split, appropriate adjustments will be made to the number of shares reserved under our 2015 Plan, the maximum number of shares that can be granted to any participant or to any non-employee director in a calendar year, the maximum number of shares that may be issued as incentive stock options, and the number of shares and exercise price, if applicable, ofexchange an Eligible Option, then all ~~outstanding awards under our 2015 Plan.~~

~~Restrictions on Dividends and Dividend Equivalents.~~ Notwithstanding anything to the contrary in the 2015 Plan, cash dividends, stock, and any other property (other than cash) distributed as a dividend or otherwise with respect to any award that vests based on achievement of performance goals will either (i) not be paid or credited or (ii) be accumulated, and will be subject to restrictions and risk of forfeiture to the same extent as the underlying award and will be paid at the time such restrictions and risk of forfeiture lapse.

~~Transferability~~. Awards granted under our 2015 Plan may not be transferred in any manner other than by will or by the laws of descent and distribution or as determined by our compensation committee. Unless otherwise permitted by our compensation committee, stock options may be exercised during the lifetime of the optionee only by the optionee or the optionee’s guardian or legal representative.

~~Corporate Transactions~~. Our 2015 Plan provides that, in the event of a sale, lease, or other disposition of all or substantially all of our assets or specified types of mergers or consolidations, or a corporate transaction, outstanding awards under our 2015 Plan may be assumed or replaced by any surviving or acquiring corporation; the surviving or acquiring corporation may substitute similar awards for those outstanding under our 2015 Plan; outstanding awards may be settled for the full value of such outstanding award (whether or not then vested or exercisable) in cash, cash equivalents, or securities of the successor entity with payment deferred until the date or dates the award would have become exercisable or vested; or outstanding awards may be terminated for no consideration. Our board of directors

~~has the discretion to provide that a stock award under our 2015 Plan will immediately vest as to all or any portion~~ of the shares subject to the Eligible Option must be exchanged pursuant to the Program in order for an Eligible Option to be exchanged. As of February 28, 2017, of all employees who held one or more stock award at the time of a corporate transaction or in the event a participant’s service with us or a successor entity is terminated actually or constructively within a designated period following the occurrenceoptions, there were 244 Eligible Employees. None of the transaction. Stock awards held by participants under our 2015 Plan will not vest automatically on such an accelerated basis unless specifically provided in the participant’s applicable award agreement. In the event of a corporate transaction, the vesting of all awards granted to non-employee directors shall accelerate and such awards shall become exercisable (as applicable) in full upon the consummation of the corporate transaction.

~~Insider Trading; Clawback Policy.~~ ~~Each participant who receives an award will comply with any policy adopted by us from time to time covering transactions in our securities by our employees, officers or directors.~~All awards will be subject to clawback or recoupment pursuant to any compensation clawback or recoupment policy adopted by the board of directors or required by law during the term of the participant’s employment or other service with us, and in addition to any other remedies available under such policy and applicable law, may require the cancelation of outstanding awards and the recoupment of any gains realized with respect to awards.

~~Termination Date~~. Our 2015 Plan will terminate ten years from the date our board of directors approved the plan, unless it is terminated earlier by our board of directors. Our board of directors may amend or terminate our 2015 Plan at any time. If our board of directors amends our 2015 Plan, it does not need to ask for stockholder approval of the amendment unless required by applicable law.

The summary of the 2015 Plan provided above is a summary of the principal features of the 2015 Plan. This summary, however, does not purport to be a complete description of all of the provisions of the 2015 Plan. It is qualified in its entirety by reference to the full text of the 2015 Plan which is attached as Appendix A to this Proxy Statement. The share information in Appendix A has not been adjusted to reflect the 3-for-2 stock split of our capital stock in May 2015.

~~Federal Income Tax Consequences~~

~~The following is a brief summary of the federal income tax consequences applicable to awards granted under the 2015 Plan based on federal income tax laws in effect on the date of this Proxy Statement.~~

This summary is not intended to be exhaustive and does not address all matters that may be relevant to a particular participant. The summary does not discuss the tax laws of any state, municipality, or foreign jurisdiction, or the gift, estate, excise, payroll, or other tax laws other than federal income tax law. This summary does not discuss the impact of Section 280G of the Code governing parachute payments or Section 409A of the Code governing nonqualified deferred compensation plans. The following is not intended or written to be used, and cannot be used, for the purposes of avoiding taxpayer penalties. Because circumstances may vary, we advise all participants to consult their own tax advisors under all circumstances.

~~Stock Options and Stock Appreciation Rights~~

A recipient of a stock option or stock appreciation right will not recognize taxable income upon the grant of those awards. For nonqualified stock options and stock appreciation rights, the participant will recognize ordinary income upon exercise in an amount equal to the difference between the fair market value of the shares and the exercise price on the date of exercise. Any gain or loss recognized upon any later disposition of the shares generally will be a capital gain or loss. The acquisition of shares upon exercise of an incentive stock option will not result in any taxable income to the participant, except, possibly, for purposes of the alternative minimum tax. The gain or loss recognized by the participant on a later sale or other disposition of such shares will either be long-term capital gain or loss or ordinary income, depending upon whether the participant holds the shares for the legally required period (currently more than two years from the date of grant and more than one year from the date of exercise). If the shares are not held for the legally required period, the participant will recognize ordinary income equal to the lesser of (i) the difference between the fair market value of the shares on the date of exercise and the exercise price, or (ii) the difference between the sales price and the exercise price. Any additional gain recognized on the sale generally will be short-term or long-term capital gain. Different and complex rules may apply to incentive stock options that are early exercisable, and we encourage participants holding such any such award to seek the advice of their own tax counsel.

~~Restricted Stock Awards~~

For restricted stock awards, unless vested or the recipient elects under Section 83(b) of the Code to be taxed at the time of grant or purchase, the recipient will not have taxable income upon the grant, but will recognize ordinary income upon vesting equal to the fair market value of the shares at the time of vesting less the amount paid for such shares (if any). Any gain or loss recognized upon any later disposition of the shares generally will be a capital gain or loss.

~~RSUs~~

A holder of an RSU does not recognize taxable income when the RSU is granted. When vested RSUs (and dividend equivalents, if any) are settled and distributed, the participant will recognize ordinary income equal to the amount of cash and/or the fair market value of shares received less the amount paid for such stock units (if any).

~~Other Share-Based Awards~~

~~The tax effects of other share-based awards will vary depending on the type, terms, and conditions of those awards.~~

~~Performance Awards~~

No income generally will be recognized upon the grant of a performance award. Upon payment in respect of a performance award, the recipient generally will be required to include as taxable ordinary income in the year of receipt an amount equal to the amount of cash received and the fair market value of any nonrestricted shares of common stock or other property received.

THE FOREGOING IS ONLY A SUMMARY OF THE EFFECT OF FEDERAL INCOME TAXATION UPON AWARD RECIPIENTS AND US WITH RESPECT TO THE GRANT AND EXERCISE OF STOCK OPTIONS, RSUS, STOCK APPRECIATION RIGHTS, AND THE GRANT OF STOCK AWARDS UNDER THE 2015 PLAN. REFERENCE SHOULD BE MADE TO THE APPLICABLE PROVISIONS OF THE CODE. IN ADDITION, THE SUMMARY DOES NOT PURPORT TO BE COMPLETE, AND DOES NOT DISCUSS THE TAX CONSEQUENCES OF THE 2015 PLAN IN THE CASE OF A PARTICIPANT’S DEATH OR THE PROVISIONS OF THE INCOME TAX LAWS OF ANY MUNICIPALITY, STATE, OR FOREIGN COUNTRY IN WHICH THE 2015 PLAN PARTICIPANT MAY RESIDE.

~~Tax Consequences to Us~~

~~We generally should be entitled to a deduction equal to the amount of ordinary income recognized by the participant in connection with awards under the 2015 Plan.~~

As described above, Section 162(m) denies an income tax deduction to any publicly held corporation for compensation paid to its covered employees in a taxable year to the extent compensation to such covered employee exceeds $1.0 million in a given year. It is possible that compensation attributable to stock awards or other awards, when combined with all other types of compensation received by a covered employee from us, may cause this limitation to be exceeded in any particular year.

Compensation that qualifies as “performance-based” compensation is disregarded for purposes of the Section 162(m) deduction limitations described above. Generally, compensation attributable to certain stock or other awards will qualify as “performance-based” compensation if the 2015 Plan contains per-employee limitations, the award is granted by a committeemembers of our board of directors ~~consisting solely~~would be eligible to participate in the Program.

Eligible Options

The only options that Eligible Employees may exchange in the Program are those stock options under the Amended and Restated 2007 Stock Plan, as amended, or 2007 Plan, or 2015 Plan that are outstanding and unexercised as of two or more “outside directors,” and the compensation is payable only upon the achievement (as certified in writing by the committee) of an objective performance goal established in writing by the committee within 90 days after the beginningimmediately prior to our commencement of the ~~performance period while the outcome is substantially uncertain,~~Exchange Offer and ~~the material terms of the 2015 Plan under which the award is granted~~that are underwater because they have been approved by stockholders. A stock option or stock appreciation right shall be considered “performance-based” compensation as described in the previous sentence solely by meeting the following requirements: the 2015 Plan contains a per-employee limitation on the number of shares for which stock options and stock appreciation rights may be granted during a specified period, the material terms of the 2015 Plan are approved by the stockholders, and thean exercise price ~~of the option or right~~that is ~~no less~~greater than the fair market value of the Class A common stock and Class B common stock on the Exchange Date, which is currently expected to be the first business date after the expiration of ~~grant.~~the Exchange Offer. Such stock options are referred to herein as “Eligible Options.”

Exchange Ratio

20The Program is not structured as a one-for-one exchange. Instead, Eligible Employees participating in the Program will receive one New RSU for every two shares subject to a surrendered Eligible Option. If an odd number of shares subject to Eligible Options are exchanged, the number of RSUs granted will be rounded down to the nearest whole number of RSUs

Vesting of New RSUs

The New RSUs will generally vest over the remaining vesting period of the applicable Eligible Option (subject to a one-year minimum vesting period), subject to the Eligible Employee’s continued service with us over the remaining vesting period. Accordingly, in no event will a New RSU award be scheduled to vest in full sooner than provided in the vesting schedule of the original Eligible Option it replaces. In addition, New RSUs granted to our executive officers will be eligible for accelerated vesting as described below under “—Executive Compensation—Potential Payments Upon Termination or Change in Control.”

Other Terms and Conditions of New RSUs

Upon written or oral request, we will promptly deliver a separate copy of the Notice of Internet Availability and, if applicable, annual report and other proxy materials to any stockholder at a shared address to which a single copy of any of those documents was delivered. To receive a separate copy of the Notice of Internet Availability and, if applicable, annual report and other proxy materials, you may write our Investor Relations department at 405 Howard Street, San Francisco, California 94105, Attn: Investor Relations or call (415) 604-4106.

Any stockholders who share the same address and currently receive multiple copies of our Notice of Internet Availability or annual report and other proxy materials who wish to receive only one copy in the future can contact their bank, broker, or other holder of record to request information about householding or our Investor Relations department at the address or telephone number listed above.

OTHER MATTERS

The board of directors does not presently intend to bring any other business before the Annual Meeting and, so far as is known to the board of directors, no matters are to be brought before the Annual Meeting except as specified in the Notice of Annual Meeting of Stockholders. As to any business that may arise and properly come before the Annual Meeting, however, it is intended that proxies, in the form enclosed, will be voted in respect thereof in accordance with the judgment of the persons voting such proxies.

~~APPENDIX A~~

~~2015 EQUITY INCENTIVE PLAN~~

1.~~PURPOSE~~. The purpose of this Plan is to provide incentives to attract, retain and motivate eligible persons whose present and potential contributions are important to the success of the Company, and any Parents, Subsidiaries and Affiliates that exist now or in the future, by offering them an opportunity to participate in the Company’s future performance through the grant of Awards. Capitalized terms not defined elsewhere in the text are defined in Section 28.

2.~~SHARES SUBJECT TO THE PLAN~~.

~~2.1.Number of Shares Available~~. Subject to Sections 2.6 and 21 and any other applicable provisions hereof, the total number of Shares reserved and available for grant and issuance pursuant to this Plan as of the date of adoption of the Plan by the Board, is that number of reserved shares not issued or subject to outstanding grants under the Company’s 2007 Stock Plan~~(the “Prior Plan”) on the Effective Date (as defined below),~~ ~~plus~~ (a) shares that are subject to stock options or other awards granted under the Prior Plan that cease to be subject to such stock options or other awards by forfeiture or otherwise after the Effective Date, (b) shares issued under the Prior Plan before or after the Effective Date pursuant to the exercise of stock options that are, after the Effective Date, forfeited, (c) shares issued under the Prior Plan that are repurchased by the Company at the original issue price and (d) shares that are subject to stock options or other awards under the Prior Plan that are used to pay the exercise price of an option or withheld to satisfy the tax withholding obligations related to any award. Any Class B common stock that was issued and outstanding under the Prior Plan, but which becomes available for issuance under this Plan pursuant to this Section 2.1 shall be issued as Shares of Class A common stock.

~~2.2.Lapsed, Returned Awards~~. Shares subject to Awards, and Shares issued under the Plan under any Award, will again be available for grant and issuance in connection with subsequent Awards under this Plan to the extent such Shares: (a) are subject to issuance upon exercise of an Option or SAR granted under this Plan but which cease to be subject to the Option or SAR for any reason other than exercise of the Option or SAR; (b) are subject to Awards granted under this Plan that are forfeited or are repurchased by the Company at the original issue price; (c) are subject to Awards granted under this Plan that otherwise terminate without such Shares being issued; or (d) are surrendered pursuant to an Exchange Program. To the extent an Award under the Plan is paid out in cash or other property rather than Shares, such cash payment will not result in reducing the number of Shares available for issuance under the Plan. Shares used to pay the exercise price of an Award or withheld to satisfy the tax withholding obligations related to an Award will become available for future grant or sale under the Plan. For the avoidance of doubt, Shares that otherwise become available for grant and issuance because of the provisions of this Section 2.2 shall not include Shares subject to Awards that initially became available because of the substitution clause in Section 21.2 hereof.

~~2.3.Minimum Share Reserve. At all times the Company shall reserve and keep available a sufficient number of Shares as shall be required to satisfy the requirements of all outstanding Awards granted under this Plan.~~

~~2.4.Automatic Share Reserve Increase~~. The number of Shares available for grant and issuance under the Plan shall be increased on January 1, of each of 2016 through 2025, by the lesser of (a) five percent (5%) of the number of shares of Class A common stock and Class B common stock issued and outstanding on each December 31 immediately prior to the date of increase or (b) such number of Shares determined by the Board.

~~2.5.Limitations~~. No more than 25,000,000 Shares shall be issued pursuant to the exercise of ISOs. No Participant will be eligible to receive more than 2,000,000 Shares in any calendar year under this Plan pursuant to the grant of Awards except that new Employees (including new Employees who are also officers and directors) are eligible to receive up to a maximum of 4,000,000 Shares in the calendar year in which they commence their employment.

~~2.6.Adjustment of Shares~~. If the number of outstanding shares of Common Stock of the Company is changed by a stock dividend, recapitalization, stock split, reverse stock split, subdivision, combination, reclassification or similar change in the capital structure of the Company, without consideration, then (a) the number of Shares reserved for issuance and future grant under the Plan set forth in Section 2.1, including Shares reserved under sub-clauses (a)-(e) of Section 2.1, (b) the Exercise Prices of and number of Shares subject to outstanding Options and SARs, (c) the number of Shares subject to other outstanding Awards, (d) the maximum number of Shares that may be issued as ISOs set forth in Section 2.5, (e) the maximum number of Shares that may be issued to an individual or to a new Employee in any one calendar year set forth in Section 3, and (f) the number of Shares that may be granted as Awards to Non-Employee Directors as set forth in Section 12, shall be proportionately adjusted, subject to any required action by the Board or the stockholders of the Company and in compliance with applicable securities laws; provided that fractions of a Share will not be issued.

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3.~~ELIGIBILITY. ISOs may be granted only to Employees. All other Awards may be granted to Employees, Consultants, Directors and Non-Employee Directors;~~ ~~provided~~ ~~such Consultants, Directors and Non-Employee Directors render bona fide services not in connection with the offer and sale of securities in a capital-raising transaction.~~

4.~~ADMINISTRATION~~.

~~4.1.Committee Composition; Authority~~. This Plan will be administered by the Committee or by the Board acting as the Committee. Subject to the general purposes, terms and conditions of this Plan, and to the direction of the Board, the Committee will have full power to implement and carry out this Plan, except, however, the Board shall establish the terms for the grant of an Award to Non-Employee Directors. The Committee will have the authority to:

~~(a)construe and interpret this Plan, any Award Agreement and any other agreement or document executed pursuant to this Plan;~~

~~(b)prescribe, amend and rescind rules and regulations relating to this Plan or any Award;~~

~~(c)select persons to receive Awards;~~

~~(d)~~determine the form and terms and conditions, not inconsistent with the terms of the Plan, of any Award granted hereunder. Such terms and conditions include, but are not limited to, the exercise price, the time or times when Awards may vest and be exercised (which may be based on performance criteria) or settled, any vesting acceleration or waiver of forfeiture restrictions, the method to satisfy tax withholding obligations or any other tax liability legally due and any restriction or limitation regarding any Award or the Shares relating thereto, based in each case on such factors as the Committee will determine;

~~(e)determine the number of Shares or other consideration subject to Awards;~~

~~(f)~~determine the Fair Market Value in good faith and interpret the applicable provisions of this Plan and the definition of Fair Market Value in connection with circumstances that impact the Fair Market Value, if necessary;

~~(g)~~determine whether Awards will be granted singly, in combination with, in tandem with, in replacement of, or as alternatives to, other Awards under this Plan or any other incentive or compensation plan of the Company or any Parent, Subsidiary or Affiliate;

~~(h)grant waivers of Plan or Award conditions;~~

~~(i)determine the vesting, exercisability and payment of Awards;~~

~~(j)correct any defect, supply any omission or reconcile any inconsistency in this Plan, any Award or any Award Agreement;~~

~~(k)determine whether an Award has been earned;~~

~~(l)determine the terms and conditions of any, and to institute any Exchange Program;~~

~~(m)reduce or waive any criteria with respect to Performance Factors;~~

~~(n)~~adjust Performance Factors to take into account changes in law and accounting or tax rules as the Committee deems necessary or appropriate to reflect the impact of extraordinary or unusual items, events or circumstances to avoid windfalls or hardships provided that such adjustments are consistent with the regulations promulgated under Section 162(m) of the Code with respect to persons whose compensation is subject to Section 162(m) of the Code;

~~(o)~~adopt rules and/or procedures (including the adoption of any subplan under this Plan) relating to the operation and administration of the Plan to accommodate requirements of local law and procedures outside of the United States;

~~(p)make all other determinations necessary or advisable for the administration of this Plan;~~

~~(q)~~delegate any of the foregoing to a subcommittee consisting of one or more executive officers pursuant to a specific delegation as permitted by applicable law, including Section 157(c) of the Delaware General Corporation Law; and

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~~(r)to exercise negative discretion on Performance Awards, reducing or eliminating the amount to be paid to Participants.~~

~~4.2.Committee Interpretation and Discretion~~. Any determination made by the Committee with respect to any Award shall be made in its sole discretion at the time of grant of the Award or, unless in contravention of any express term of the Plan or Award, at any later time, and such determination shall be final and binding on the Company and all persons having an interest in any Award under the Plan. Any dispute regarding the interpretation of the Plan or any Award Agreement shall be submitted by the Participant or Company to the Committee for review. The resolution of such a dispute by the Committee shall be final and binding on the Company and the Participant. The Committee may delegate to one or more executive officers the authority to review and resolve disputes with respect to Awards held by Participants who are not Insiders, and such resolution shall be final and binding on the Company and the Participant.

~~4.3.Section 162(m) of the Code and Section 16 of the Exchange Act~~. When necessary or desirable for an Award to qualify as “performance-based compensation” under Section 162(m) of the Code, the Committee administering the Plan in accordance with the requirements of Rule 16b-3 and Section 162(m) of the Code shall consist of at least two individuals, each of whom qualifies as (a) a Non-Employee Director under Rule 16b-3, and (b) an “outside director” pursuant to Code Section 162(m) and the regulations issued thereunder. At least two (or a majority if more than two then serve on the Committee) such “outside directors” shall approve the grant of such Award and timely determine (as applicable) the Performance Period and any Performance Factors upon which vesting or settlement of any portion of such Award is to be subject. When required by Section 162(m) of the Code, prior to settlement of any such Award at least two (or a majority if more than two then serve on the Committee) such “outside directors” then serving on the Committee shall determine and certify in writing the extent to which such Performance Factors have been timely achieved and the extent to which the Shares subject to such Award have thereby been earned. Awards granted to Participants who are subject to Section 16 of the Exchange Act must be approved by two or more “non-employee directors” (as defined in the regulations promulgated under Section 16 of the Exchange Act). With respect to Participants whose compensation is subject to Section 162(m) of the Code, and provided that such adjustments are consistent with the regulations promulgated under Section 162(m) of the Code, the Committee may adjust the performance goals to account for changes in law and accounting and to make such adjustments as the Committee deems necessary or appropriate to reflect the impact of extraordinary or unusual items, events or circumstances to avoid windfalls or hardships, including without limitation (a) restructurings, discontinued operations, extraordinary items, and other unusual or non-recurring charges, (b) an event either not directly related to the operations of the Company or not within the reasonable control of the Company’s management, or (c) a change in accounting standards required by generally accepted accounting principles.

~~4.4.Documentation~~. The Award Agreement for a given Award, the Plan and any other documents may be delivered to, and accepted by, a Participant or any other person in any manner (including electronic distribution or posting) that meets applicable legal requirements.

~~4.5.Foreign Award Recipients~~. Notwithstanding any provision of the Plan to the contrary, in order to comply with the laws in other countries in which the Company and its Subsidiaries and Affiliates operate or have employees or other individuals eligible for Awards, the Committee, in its sole discretion, shall have the power and authority to: (a) determine which Subsidiaries and Affiliates shall be covered by the Plan; (b) determine which individuals outside the United States are eligible to participate in the Plan; (c) modify the terms and conditions of any Award granted to individuals outside the United States to comply with applicable foreign laws; (d) establish subplans and modify exercise procedures and other terms and procedures, to the extent the Committee determines such actions to be necessary or advisable (and such subplans and/or modifications shall be attached to this Plan as appendices); provided, however, that no such subplans and/or modifications shall increase the share limitations contained in Section 2.1 hereof; and (e) take any action, before or afteran Award is made, that the Committee determines to be necessary or advisable to obtain approval or comply with any local governmental regulatory exemptions or approvals. Notwithstanding the foregoing, the Committee may not take any actions hereunder, and no Awards shall be granted, that would violate the Exchange Act or any other applicable United States securities law, the Code, or any other applicable United States governing statute or law.

5.~~OPTIONS~~. An Option is the right but not the obligation to purchase a Share, subject to certain conditions, if applicable. The Committee may grant Options to eligible Employees, Consultants and Directors and will determine whether such Options will be Incentive Stock Options within the meaning of the Code (“~~ISOs”) or Nonqualified Stock Options (“NSOs~~”), the number of Shares subject to the Option, the Exercise Price of the Option, the period during which the Option may vest and be exercised, and all other terms and conditions of the Option, subject to the following terms of this section.

~~5.1.Option Grant~~. Each Option granted under this Plan will identify the Option as an ISO or an NSO. An Option may be, but need not be, awarded upon satisfaction of such Performance Factors during any Performance Period as are set out in advance in the Participant’s individual Award Agreement. If the Option is being earned upon the satisfaction of Performance Factors, then the Committee will: (a) determine the nature, length and starting date of any Performance Period for each Option; and (b) select from among the Performance Factors to be used to measure the performance, if any. Performance Periods may overlap and Participants may participate simultaneously with respect to Options that are subject to different performance goals and other criteria.

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~~5.2.Date of Grant~~. The date of grant of an Option will be the date on which the Committee makes the determination to grant such Option, or a specified future date. The Award Agreement will be delivered to the Participant within a reasonable time after the granting of the Option.

~~5.3.Exercise Period. Options may be vested and exercisable within the times or upon the conditions as set forth in the Award Agreement governing such Option;~~ ~~provided~~, ~~however, that no Option will be exercisable after the expiration of ten (10) years from the date the Option is granted; and~~ ~~provided further~~ that no ISO granted to a person who, at the time the ISO is granted, directly or by attribution owns more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or of any Parent or Subsidiary (“~~Ten Percent Stockholder~~”) will be exercisable after the expiration of five (5) years from the date the ISO is granted. The Committee also may provide for Options to become exercisable at one time or from time to time, periodically or otherwise, in such number of Shares or percentage of Shares as the Committee determines.

~~5.4.Exercise Price~~. The Exercise Price of an Option will be determined by the Committee when the Option is granted; provided that: (a) the Exercise Price of an Option will be not less than one hundred percent (100%) of the Fair Market Value of the Shares on the date of grant and (b) the Exercise Price of any ISO granted to a Ten Percent Stockholder will not be less than one hundred ten percent (110%) of the Fair Market Value of the Shares on the date of grant. Payment for the Shares purchased may be made in accordance with Section 11 and the Award Agreement and in accordance with any procedures established by the Company.

~~5.5.Method of Exercise~~. Any Option granted hereunder will be vested and exercisable according to the terms of the Plan and at such times and under such conditions as determined by the Committee and set forth in the Award Agreement. An Option may not be exercised for a fraction of a Share. An Option will be deemed exercised when the Company receives: (a) notice of exercise (in such form as the Committee may specify from time to time) from the person entitled to exercise the Option, and (b) full payment for the Shares with respect to which the Option is exercised (together with applicable withholding taxes). Full payment may consist of any consideration and method of payment authorized by the Committee and permitted by the Award Agreement and the Plan. Shares issued upon exercise of an Option will be issued in the name of the Participant. Until the Shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a stockholder will exist with respect to the Shares, notwithstanding the exercise of the Option. The Company will issue (or cause to be issued) such Shares promptly after the Option is exercised. No adjustment will be made for a dividend or other right for which the record date is prior to the date the Shares are issued, except as provided in Section 2.6 of the Plan. Exercising an Option in any manner will decrease the number of Shares thereafter available, both for purposes of the Plan and for sale under the Option, by the number of Shares as to which the Option is exercised.

~~5.6.Termination of Service~~. If the Participant’s Service terminates for any reason except for Cause or the Participant’s death or Disability, then the Participant may exercise such Participant’s Options only to the extent that such Options would have been exercisable by the Participant ~~on the~~date Participant’s Service terminates no later than three (3) months after the date Participant’s Service terminates (or such shorter or longer time period as may be determined by the Committee, with any exercise beyond three (3) months after the date Participant’s employment terminates deemed to be the exercise of an NSO), but in any event no later than the expiration date of the Options.

~~(a)Death~~. If the Participant’s Service terminates because of the Participant’s death (or the Participant dies within three (3) months after Participant’s Service terminates other than for Cause or because of the Participant’s Disability), then the Participant’s Options may be exercised only to the extent that such Options would have been exercisable by the Participant on the date Participant’s Service terminates and must be exercised by the Participant’s legal representative, or authorized assignee, no later than twelve (12) months after the date Participant’s Service terminates (or such shorter time period not less than six (6) months or longer time period~~as may be determined by the Committee), but in any event no later than the expiration date of the Options.~~

~~(b)Disability~~. If the Participant’s Service terminates because of the Participant’s Disability, then the Participant’s Options may be exercised only to the extent that such Options would have been exercisable by the Participant on the date Participant’s Service terminates and must be exercised by the Participant (or the Participant’s legal representative or authorized assignee) no later than twelve (12) months after the date Participant’s Service terminates (with any exercise beyond (a) three (3) months after the date Participant’s employment terminates when the termination of Service is for a Disability that is not a “permanent and total disability” as defined in Section 22(e)(3) of the Code, or (b) twelve (12) months after the date Participant’s employment terminates when the termination of Service is for a Disability that is a “permanent and total disability” as defined in Section 22(e)(3) of the Code, deemed to be exercise of an NSO), but in any event no later than the expiration date of the Options.

~~(c)Cause~~. If the Participant is terminated for Cause, then Participant’s Options shall expire on such Participant’s date of termination of Service, or at such later time and on such conditions as are determined by the Committee, but in any no event later than the expiration date of the Options. Unless otherwise provided in the Award Agreement, Cause shall have the meaning set forth in the Plan.

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~~5.7.Limitations on Exercise~~. The Committee may specify a minimum number of Shares that may be purchased on any exercise of an Option, provided that such minimum number will not prevent any Participant from exercising the Option for the full number of Shares for which it is then exercisable.

~~5.8.Limitations on ISOs~~. With respect to Awards granted as ISOs, to the extent that the aggregate Fair Market Value of the Shares with respect to which such ISOs are exercisable for the first time by the Participant during any calendar year (under all plans of the Company and any Parent or Subsidiary) exceeds one hundred thousand dollars ($100,000), such Options will be treated as NSOs. For purposes of this Section 5.8, ISOs will be taken into account in the order in which they were granted. The Fair Market Value of the Shares will be determined as of the time the Option with respect to such Shares is granted. In the event that the Code or the regulations promulgated thereunder are amended after the Effective Date to provide for a different limit on the Fair Market Value of Shares permitted to be subject to ISOs, such different limit will be automatically incorporated herein and will apply to any Options granted after the effective date of such amendment.

~~5.9.Modification, Extension or Renewal~~. The Committee may modify, extend or renew outstanding Options and authorize the grant of new Options in substitution therefor, provided that any such action may not, without the written consent of a Participant, impair any of such Participant’s rights under any Option previously granted. Any outstanding ISO that is modified, extended, renewed or otherwise altered will be treated in accordance with Section 424(h) of the Code. Subject to Section 18 of this Plan, by written notice to affected Participants, the Committee may reduce the Exercise Price of outstanding Options without the consent of such Participants; ~~provided~~, ~~however, that the Exercise Price may not be reduced below the Fair Market Value on the date the action is taken to reduce the Exercise Price.~~

~~5.10.No Disqualification~~. Notwithstanding any other provision in this Plan, no term of this Plan relating to ISOs will be interpreted, amended or altered, nor will any discretion or authority granted under this Plan be exercised, so as to disqualify this Plan under Section 422 of the Code or, without the consent of the Participant affected, to disqualify any ISO under Section 422 of the Code.

6.~~RESTRICTED STOCK AWARDS. A Restricted Stock Award is an offer by the Company to sell to an eligible Employee, Consultant, or Director of Shares that are subject to restrictions (“Restricted Stock~~”). The Committee will determine to whom an offer will be made, the number of Shares the Participant may purchase, the Purchase Price, the restrictions under which the Shares will be subject and all other terms and conditions of the Restricted Stock Award, subject to the Plan.

~~6.1.Restricted Stock Purchase Agreement~~. All purchases under a Restricted Stock Award will be evidenced by an Award Agreement. Except as may otherwise be provided in an Award Agreement, a Participant accepts a Restricted Stock Award by signing and delivering to the Company an Award Agreement with full payment of the Purchase Price, within thirty (30) days from the date the Award Agreement was delivered to the Participant. If the Participant does not accept such Award within thirty (30) days, then the offer of such Restricted Stock Award will terminate, unless the Committee determines otherwise.

~~6.2.Purchase Price~~. The Purchase Price for a Restricted Stock Award will be determined by the Committee and may be less than Fair Market Value on the date the Restricted Stock Award is granted. Payment of the Purchase Price must be made in accordance with Section 11 of the Plan, and the Award Agreement and in accordance with any procedures established by the Company.

~~6.3.Terms of Restricted Stock Awards~~. Restricted Stock Awards will be subject to such restrictions as the Committee may impose or are required by law. These restrictions may be based on completion of a specified number of years of service with the Company or upon completion of Performance Factors, if any, during any Performance Period as set out in advance in the Participant’s Award Agreement. Prior to the grant of a Restricted Stock Award, the Committee shall: (a) determine the nature, length and starting date of any Performance Period for the Restricted Stock Award; (b) select from among the Performance Factors to be used to measure performance goals, if any; and (c) determine the number of Shares that may be awarded to the Participant. Performance Periods may overlap and a Participant may participate simultaneously with respect to Restricted Stock Awards that are subject to different Performance Periods and having different performance goals and other criteria.

~~6.4.Termination of Service. Except as may be set forth in the Participant’s Award Agreement, vesting ceases on such date Participant’s Service terminates (unless determined otherwise by the Committee).~~

7.~~STOCK BONUS AWARDS~~. A Stock Bonus Award is an award to an eligible Employee, Consultant, or Director of Shares for Services to be rendered or for past Services already rendered to the Company or any Parent, Subsidiary or Affiliate. All Stock Bonus Awards shall be made pursuant to an Award Agreement. No payment from the Participant will be required for Shares awarded pursuant to a Stock Bonus Award.

~~7.1.Terms of Stock Bonus Awards~~. The Committee will determine the number of Shares to be awarded to the Participant under a Stock Bonus Award and any restrictions thereon. These restrictions may be based upon completion of a specified number of years of service with the Company or upon satisfaction of performance goals based on Performance Factors during any Performance

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Period as set out in advance in the Participant’s Stock Bonus Agreement. Prior to the grant of any Stock Bonus Award the Committee shall: (a) determine the nature, length and starting date of any Performance Period for the Stock Bonus Award; (b) select from among the Performance Factors to be used to measure performance goals; and (c) determine the number of Shares that may be awarded to the Participant. Performance Periods may overlap and a Participant may participate simultaneously with respect to Stock Bonus Awards that are subject to different Performance Periods and different performance goals and other criteria.

~~7.2.Form of Payment to Participant~~. Payment may be made in the form of cash, whole Shares, or a combination thereof, based on the Fair Market Value of the Shares earned under a Stock Bonus Award on the date of payment, as determined in the sole discretion of the Committee.

~~7.3.Termination of Service. Except as may be set forth in the Participant’s Award Agreement, vesting ceases on such date Participant’s Service terminates (unless determined otherwise by the Committee).~~

8.~~STOCK APPRECIATION RIGHTS. A Stock Appreciation Right (“SAR~~”) is an award to an eligible Employee, Consultant, or Director that may be settled in cash, or Shares (which may consist of Restricted Stock), having a value equal to (a) the difference between the Fair Market Value on the date of exercise over the Exercise Price multiplied by (b) the number of Shares with respect to which the SAR is being settled (subject to any maximum number of Shares that may be issuable as specified in an Award Agreement). All SARs shall be made pursuant to an Award Agreement.

~~8.1.Terms of SARs~~. The Committee will determine the terms of each SAR including, without limitation: (a) the number of Shares subject to the SAR; (b) the Exercise Price and the time or times during which the SAR may be settled; (c) the consideration to be distributed on settlement of the SAR; and (d) the effect of the Participant’s termination of Service on each SAR. The Exercise Price of the SAR will be determined by the Committee when the SAR is granted, and may not be less than Fair Market Value. A SAR may be awarded upon satisfaction of Performance Factors, if any, during any Performance Period as are set out in advance in the Participant’s individual Award Agreement. If the SAR is being earned upon the satisfaction of Performance Factors, then the Committee will: (x) determine the nature, length and starting date of any Performance Period for each SAR; and (y) select from among the Performance Factors to be used to measure the performance, if any. Performance Periods may overlap and Participants may participate simultaneously with respect to SARs that are subject to different Performance Factors and other criteria.

~~8.2.Exercise Period and Expiration Date~~. A SAR will be exercisable within the times or upon the occurrence of events determined by the Committee and set forth in the Award Agreement governing such SAR. The SAR Agreement shall set forth the expiration date; provided that no SAR will be exercisable after the expiration of ten (10) years from the date the SAR is granted. The Committee may also provide for SARs to become exercisable at one time or from time to time, periodically or otherwise (including, without limitation, upon the attainment during a Performance Period of performance goals based on Performance Factors), in such number of Shares or percentage of the Shares subject to the SAR as the Committee determines. Except as may be set forth in the Participant’s Award Agreement, vesting ceases on the date Participant’s Service terminates (unless determined otherwise by the Committee). Notwithstanding the foregoing, the rules of Section 5.6 also will apply to SARs.

~~8.3.Form of Settlement~~. Upon exercise of a SAR, a Participant will be entitled to receive payment from the Company in an amount determined by multiplying (a) the difference between the Fair Market Value of a Share on the date of exercise over the Exercise Price; times (b) the number of Shares with respect to which the SAR is exercised. At the discretion of the Committee, the payment from the Company for the SAR exercise may be in cash, in Shares of equivalent value, or in some combination thereof. The portion of a SAR being settled may be paid currently or on a deferred basis with such interest or dividend equivalent, if any, as the Committee determines, provided that the terms of the SAR and any deferral satisfy the requirements of Section 409A of the Code.

~~8.4.Termination of Service. Except as may be set forth in the Participant’s Award Agreement, vesting ceases on such date Participant’s Service terminates (unless determined otherwise by the Committee).~~

9.~~RESTRICTED STOCK UNITS. A Restricted Stock Unit (“RSU~~”) is an award to an eligible Employee, Consultant, or Director covering a number of Shares that may be settled in cash, or by issuance of those Shares (which may consist of Restricted Stock). All RSUs shall be made pursuant to an Award Agreement.

~~9.1.Terms of RSUs~~. The Committee will determine the terms of an RSU including, without limitation: (a) the number of Shares subject to the RSU; (b) the time or times during which the RSU may be settled; (c) the consideration to be distributed on settlement; and (d) the effect of the Participant’s termination of Service on each RSU; provided that no RSU shall have a term longer than ten (10) years. An RSU may be awarded upon satisfaction of such performance goals based on Performance Factors during any Performance Period as are set out in advance in the Participant’s Award Agreement. If the RSU is being earned upon satisfaction of Performance Factors, then the Committee will: (x) determine the nature, length and starting date of any Performance Period for the RSU; (y) select from among the Performance Factors to be used to measure the performance, if any; and (z) determine the number of Shares deemed

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subject to the RSU. Performance Periods may overlap and participants may participate simultaneously with respect to RSUs that are subject to different Performance Periods and different performance goals and other criteria.

~~9.2.Form and Timing of Settlement~~. Payment of earned RSUs shall be made as soon as practicable after the date(s) determined by the Committee and set forth in the Award Agreement. The Committee, in its sole discretion, may settle earned RSUs in cash, Shares, or a combination of both. The Committee may also permit a Participant to defer payment under a RSU to a date or dates after the RSU is earned provided that the terms of the RSU and any deferral satisfy the requirements of Section 409A of the Code.

~~9.3.Termination of Service. Except as may be set forth in the Participant’s Award Agreement, vesting ceases on such date Participant’s Service terminates (unless determined otherwise by the Committee).~~

~~10.PERFORMANCE AWARDS~~. A Performance Award is an award to an eligible Employee, Consultant, or Director of the Company or any Parent, Subsidiary or Affiliate of a cash bonus or an award of Performance Shares denominated in Shares that may be settled in cash, or by issuance of those Shares (which may consist of Restricted Stock). Grants of Performance Awards shall be made pursuant to an Award Agreement.

~~10.1.Types of Performance Awards. Performance Awards shall include Performance Shares, Performance Units, and cash-based Awards as set forth in Sections 10.1(a), 10.1(b), and 10.1(c) below.~~

~~(a)Performance Shares~~. The Committee may grant Awards of Performance Shares, designate the Participants to whom Performance Shares are to be awarded and determine the number of Performance Shares and the terms and conditions of each such Award. Performance Shares shall consist of a unit valued by reference to a designated number of shares of Common Stock, the value of which may be paid to the Participant by delivery of shares of Common Stock or, if set forth in the instrument evidencing the Award, of such property as the Committee shall determine, including, without limitation, cash, shares of Common Stock, other property, or any combination thereof, upon the attainment of performance goals, as established by the Committee, and other terms and conditions specified by the Committee. The amount to be paid under an Award of Performance Shares may be adjusted on the basis of such further consideration as the Committee shall determine in its sole discretion.

~~(b)Performance Units~~. The Committee may grant Awards of Performance Units, designate the Participants to whom Performance Units are to be awarded and determine the number of Performance Units and the terms and conditions of each such Award. Performance Units shall consist of a unit valued by reference to a designated amount of property other than shares of Common Stock, which value may be paid to the Participant by delivery of such property as the Committee shall determine, including, without limitation, cash, shares of Common Stock, other property, or any combination thereof, upon the attainment of performance goals, as established by the Committee, and other terms and conditions specified by the Committee.

~~(c)Cash-Settled Performance Awards~~. The Committee may also grant cash-settled Performance Awards to Participants under the terms of this Plan. Such awards will be based on the attainment of performance goals using the Performance Criteria within this Plan that are established by the Committee for the relevant performance period.

~~10.2.Terms of Performance Awards~~. The Committee will determine, and each Award Agreement shall set forth, the terms of each Performance Award including, without limitation: (a) the amount of any cash bonus, (b) the number of Shares deemed subject to an award of Performance Shares; (c) the Performance Factors and Performance Period that shall determine the time and extent to which each award of Performance Shares shall be settled; (d) the consideration to be distributed on settlement, and (e) the effect of the Participant’s termination of Service on each Performance Award. In establishing Performance Factors and the Performance Period the Committee will: (x) determine the nature, length and starting date of any Performance Period; (y) select from among the Performance Factors to be used; and (z) determine the number of Shares deemed subject to the award of Performance Shares. Prior to settlement the Committee shall determine the extent to which Performance Awards have been earned. Performance Periods may overlap and Participants may participate simultaneously with respect to Performance Awards that are subject to different Performance Periods and different performance goals and other criteria. No Participant will be eligible to receive more than $10,000,000 in Performance Awards in any calendar year under this Plan.

~~10.3.Termination of Service. Except as may be set forth in the Participant’s Award Agreement, vesting ceases on the date Participant’s Service terminates (unless determined otherwise by the Committee).~~

~~11.PAYMENT FOR SHARE PURCHASES~~. Payment from a Participant for Shares purchased pursuant to this Plan may be made in cash or by check or, where approved for the Participant by the Committee and where permitted by law (and to the extent not otherwise set forth in the applicable Award Agreement):

~~(a)by cancellation of indebtedness of the Company to the Participant;~~

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~~(b)~~by surrender of shares of the Company’s Class A common stock or Class B common stock by the Participant that have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which said Award will be exercised or settled;

~~(c)by waiver of compensation due or accrued to the Participant for services rendered or to be rendered to the Company or a Parent or Subsidiary of the Company;~~

~~(d)by consideration received by the Company pursuant to a broker-assisted or other form of cashless exercise program implemented by the Company in connection with the Plan;~~

~~(e)by any combination of the foregoing; or~~

~~(f)by any other method of payment as is permitted by applicable law.~~

~~12.GRANTS to Non-Employee directors~~. Non-Employee Directors are eligible to receive any type of Award offered under this Plan except ISOs. Awards pursuant to this Section 12 may be automatically made pursuant to policy adopted by the Board, or made from time to time as determined in the discretion of the Board. The aggregate number of Shares subject to Awards granted to a Non-Employee Director pursuant to this Section 12 in any calendar year shall not exceed 1,000,000.

~~12.1.Eligibility~~. Awards pursuant to this Section 12 shall be granted only to Non-Employee Directors. A Non-Employee Director who is elected or re-elected as a member of the Board will be eligible to receive an Award under this Section 12.

~~12.2.Vesting, Exercisability and Settlement~~. Except as set forth in Section 21, Awards shall vest, become exercisable and be settled as determined by the Board. With respect to Options and SARs, the exercise price granted to Non-Employee Directors shall not be less than the Fair Market Value of the Shares at the time that such Option or SAR is granted.

~~12.3.Election to receive Awards in Lieu of Cash~~. A Non-Employee Director may elect to receive his or her annual retainer payments and/or meeting fees from the Company in the form of cash or Awards or a combination thereof, as determined by the Committee. Such Awards shall be issued under the Plan. An election under this Section 12.3 shall be filed with the Company on the form prescribed by the Company.

~~13.WITHHOLDING TAXES~~.

~~13.1.Withholding Generally~~. Whenever Shares are to be issued in satisfaction of Awards granted under this Plan or a tax event occurs, the Company may require the Participant to remit to the Company, or to the Parent, Subsidiary or applicable Affiliate employing the Participant, an amount sufficient to satisfy applicable U.S. federal, state, local and international withholding tax requirements or any other tax or social insurance liability legally due from the Participant prior to the delivery of Shares pursuant to exercise or settlement of any Award. Whenever payments in satisfaction of Awards granted under this Plan are to be made in cash, such payment will be net of an amount sufficient to satisfy applicable U.S. federal, state, local and international withholding tax or social insurance requirements or any other tax liability legally due from the Participant. The Fair Market Value of the Shares will be determined as of the date that the taxes are required to be withheld and such Shares shall be valued based on the value of the actual trade or, if there is none, the Fair Market Value of the Shares as of the previous trading day.

~~13.2.Stock Withholding~~. The Committee, or its delegate(s), as permitted by applicable law, in its sole discretion and pursuant to such procedures as it may specify from time to time and to limitations of local law, may require or permit a Participant to satisfy such tax withholding obligation or any other tax liability legally due from the Participant, in whole or in part by (without limitation) (a) paying cash, (b) electing to have the Company withhold otherwise deliverable cash or Shares having a Fair Market Value equal to the minimum statutory amount required to be withheld, (c) delivering to the Company already-owned shares of the Company’s Class A common stock or Class B common stock having a Fair Market Value equal to the minimum amount required to be withheld or (d) withholding from proceeds of the sale of otherwise deliverable Shares acquired pursuant to an Award either through a voluntary sale or through a mandatory sale arranged by the Company for the minimum amount required to be withheld.

~~14.TRANSFERABILITY~~.

~~14.1.Transfer Generally~~. Unless determined otherwise by the Committee or pursuant to Section 14.2, an Award may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution. If the Committee makes an Award transferable, including, without limitation, by instrument to an inter vivos or testamentary trust in which the Awards are to be passed to beneficiaries upon the death of the trustor (settlor) or by gift or by domestic relations order to a Permitted Transferee, such Award will contain such additional terms and conditions as the Committee deems appropriate. All Awards shall be exercisable: (a) during the Participant’s lifetime only by (i) the Participant, or (ii) the Participant’s guardian or legal representative;

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~~(b) after the Participant’s death, by the legal representative of the Participant’s heirs or legatees; and (c) in the case of all awards except ISOs, by a Permitted Transferee.~~

~~14.2.Award Transfer Program~~. Notwithstanding any contrary provision of the Plan, the Committee shall have all discretion and authority to determine and implement the terms and conditions of any Award Transfer Program instituted pursuant to this Section 14.2 and shall have the authority to amend the terms of any Award participating, or otherwise eligible to participate in, the Award Transfer Program, including (but not limited to) the authority to (a) amend (including to extend) the expiration date, post-termination exercise period and/or forfeiture conditions of any such Award, (b) amend or remove any provisions of the Award relating to the Award holder’s continued Service to the Company or its Parent, Subsidiary, or Affiliate, (c) amend the permissible payment methods with respect to the exercise or purchase of any such Award, (d) amend the adjustments to be implemented in the event of changes in the capitalization and other similar events with respect to such Award, and (e) make such other changes to the terms of such Award as the Committee deems necessary or appropriate in its sole discretion. Notwithstanding anything to the contrary in the Plan, in no event will the Committee have the right to determine and implement the terms and conditions of any Award Transfer Program without stockholder approval.

~~15.PRIVILEGES OF STOCK OWNERSHIP; RESTRICTIONS ON SHARES~~.

~~15.1.Voting and Dividends~~. No Participant will have any of the rights of a stockholder with respect to any Shares until the Shares are issued to the Participant, except for any dividend equivalent rights permitted by an applicable Award Agreement (“~~Dividend Equivalent Rights~~”). After Shares are issued to the Participant, the Participant will be a stockholder and have all the rights of a stockholder with respect to such Shares, including the right to vote and receive all dividends or other distributions made or paid with respect to such Shares; ~~provided~~, that if such Shares are Restricted Stock, then any new, additional or different securities the Participant may become entitled to receive with respect to such Shares by virtue of a stock dividend, stock split or any other change in the corporate or capital structure of the Company will be subject to the same restrictions as the Restricted Stock; ~~provided~~, ~~further~~, that the Participant will have no right to retain such stock dividends or stock distributions with respect to Shares that are repurchased at the Participant’s Purchase Price or Exercise Price, as the case may be, pursuant to Section 15.2. However, the Committee, in its discretion, may provide in the Award Agreement evidencing any Award that the Participant shall be entitled to Dividend Equivalent Rights with respect to the payment of cash dividends on Shares underlying an Award during the period beginning on the date the Award is granted and ending, with respect to each Share subject to the Award, on the earlier of the date on which the Award is exercised or settled or the date on which it is forfeited. Such Dividend Equivalent Rights, if any, shall be credited to the Participant in the form of additional whole Shares as of the date of payment of such cash dividends on Shares.

~~15.2.Restrictions on Shares. At the discretion of the Committee, the Company may reserve to itself and/or its assignee(s) a right to repurchase (a “Right of Repurchase~~”) a portion of any or all Unvested Shares held by a Participant following such Participant’s termination of Service at any time within ninety (90) days (or such longer or shorter time determined by the Committee) after the later of the date Participant’s Service terminates and the date the Participant purchases Shares under this Plan, for cash and/or cancellation of purchase money indebtedness, at the Participant’s Purchase Price or Exercise Price, as the case may be.

~~16.CERTIFICATES~~. All Shares or other securities whether or not certificated, delivered under this Plan will be subject to such stock transfer orders, legends and other restrictions as the Committee may deem necessary or advisable, including restrictions under any applicable U.S. federal, state or foreign securities law, or any rules, regulations and other requirements of the SEC or any stock exchange or automated quotation system upon which the Shares may be listed or quoted and any non-U.S. exchange controls or securities law restrictions to which the Shares are subject.

~~17.ESCROW; PLEDGE OF SHARES~~. To enforce any restrictions on a Participant’s Shares, the Committee may require the Participant to deposit all certificates representing Shares, together with stock powers or other instruments of transfer approved by the Committee, appropriately endorsed in blank, with the Company or an agent designated by the Company to hold in escrow until such restrictions have lapsed or terminated, and the Committee may cause a legend or legends referencing such restrictions to be placed on the certificates. Any Participant who is permitted to execute a promissory note as partial or full consideration for the purchase of Shares under this Plan will be required to pledge and deposit with the Company all or part of the Shares so purchased as collateral to secure the payment of the Participant’s obligation to the Company under the promissory note; ~~provided~~, ~~however~~, that the Committee may require or accept other or additional forms of collateral to secure the payment of such obligation and, in any event, the Company will have full recourse against the Participant under the promissory note notwithstanding any pledge of the Participant’s Shares or other collateral. In connection with any pledge of the Shares, the Participant will be required to execute and deliver a written pledge agreement in such form as the Committee will from time to time approve. The Shares purchased with the promissory note may be released from the pledge on a pro rata basis as the promissory note is paid.

~~18.REPRICING; EXCHANGE AND BUYOUT OF AWARDS~~. Without prior stockholder approval, the Committee may (a) reprice Options or SARs(and where such repricing is a reduction in the Exercise Price of outstanding Options or SARs, the consent of the affected Participants is not required provided written notice is provided to them, notwithstanding any adverse tax consequences to

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them arising from the repricing), and (b) with the consent of the respective Participants (unless not required pursuant to Section 5.9 of the Plan), pay cash or issue new Awards in exchange for the surrender and cancellation of any, or all, outstanding Awards.

~~19.SECURITIES LAW AND OTHER REGULATORY COMPLIANCE~~. An Award will not be effective unless such Award is in compliance with all applicable U.S. and foreign federal and state securities and exchange control laws, rules and regulations of any governmental body, and the requirements of any stock exchange or automated quotation system upon which the Shares may then be listed or quoted, as they are in effect on the date of grant of the Award and also on the date of exercise or other issuance. Notwithstanding any other provision in this Plan, the Company will have no obligation to issue or deliver certificates for Shares under this Plan prior to: (a) obtaining any approvals from governmental agencies that the Company determines are necessary or advisable; and/or (b) completion of any registration or other qualification of such Shares under any state or federal or foreign law or ruling of any governmental body that the Company determines to be necessary or advisable. The Company will be under no obligation to register the Shares with the SEC or to effect compliance with the registration, qualification or listing requirements of any foreign or state securities laws, exchange control laws, stock exchange or automated quotation system, and the Company will have no liability for any inability or failure to do so.

~~20.NO OBLIGATION TO EMPLOY~~. Nothing in this Plan or any Award granted under this Plan will confer or be deemed to confer on any Participant any right to continue in the employ of, or to continue any other relationship with, the Company or any Parent, Subsidiary or Affiliate or limit in any way the right of the Company or any Parent, Subsidiary or Affiliate to terminate Participant’s employment or other relationship at any time.

~~21.CORPORATE TRANSACTIONS~~.

~~21.1.Assumption or Replacement of Awards by Successor~~. In the event that the Company is subject to a Corporate Transaction, outstanding Awards acquired under the Plan shall be subject to the agreement evidencing the Corporate Transaction, which need not treat all outstanding Awards in an identical manner. Such agreement, without the Participant’s consent, shall provide for one or more of the following with respect to all outstanding Awards as of the effective date of such Corporate Transaction:

~~(a)The continuation of an outstanding Award by the Company (if the Company is the successor entity).~~

~~(b)~~The assumption of an outstanding Award by the successor or acquiring entity (if any) of such Corporate Transaction (or by its parents, if any), which assumption, will be binding on all selected Participants; provided that the exercise price and the number and nature of shares issuable upon exercise of any such option or stock appreciation right, or any award that is subject to Section 409A of the Code, will be adjusted appropriately pursuant to Section 424(a) of the Code.

~~(c)~~The substitution by the successor or acquiring entity in such Corporate Transaction (or by its parents, if any) of equivalent awards with substantially the same terms for such outstanding Awards (except that the exercise price and the number and nature of shares issuable upon exercise of any such option or stock appreciation right, or any award that is subject to Section 409A of the Code, will be adjusted appropriately pursuant to Section 424(a) of the Code).

~~(d)~~The full or partial acceleration of exercisability or vesting and accelerated expiration of an outstanding Award and lapse of the Company’s right to repurchase or re-acquire shares acquired under an Award or lapse of forfeiture rights with respect to shares acquired under an Award.

~~(e)~~The settlement of the full value of such outstanding Award (whether or not then vested or exercisable) in cash, cash equivalents, or securities of the successor entity (or its parent, if any) with a Fair Market Value equal to the required amount, followed by the cancellation of such Awards; provided however, that such Award may be cancelled if such Award has no value, as determined by the Committee, in its discretion. Subject to Section 409A of the Code, such payment may be made in installments and may be deferred until the date or dates the Award would have become exercisable or vested. Such payment may be subject to vesting based on the Participant’s continued service, provided that the vesting schedule shall not be less favorable to the Participant than the schedule under which the Award would have become vested or exercisable. For purposes of this Section 21.1(e), the Fair Market Value of any security shall be determined without regard to any vesting conditions that may apply to such security.

~~(f)The cancellation of outstanding Awards in exchange for no consideration.~~

The Board shall have full power and authority to assign the Company’s right to repurchase or re-acquire or forfeiture rights to such successor or acquiring corporation. In addition, in the event such successor or acquiring corporation refuses to assume, convert, replace or substitute Awards, as provided above, pursuant to a Corporate Transaction, the Committee will notify the Participant in writing or electronically that such Award will be exercisable for a period of time determined by the Committee in its sole discretion, and such Award will terminate upon the expiration of such period. Awards need not be treated similarly in a Corporate Transaction.

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~~21.2.Assumption of Awards by the Company~~. The Company, from time to time, also may substitute or assume outstanding awards granted by another company, whether in connection with an acquisition of such other company or otherwise, by either; (a) granting an Award under this Plan in substitution of such other company’s award; or (b) assuming such award as if it had been granted under this Plan if the terms of such assumed award could be applied to an Award granted under this Plan. Such substitution or assumption will be permissible if the holder of the substituted or assumed award would have been eligible to be granted an Award under this Plan if the other company had applied the rules of this Plan to such grant. In the event the Company assumes an award granted by another company, the terms and conditions of such award will remain unchanged (~~except~~ that the Purchase Price or the Exercise Price, as the case may be, and the number and nature of Shares issuable upon exercise or settlement of any such Award will be adjusted appropriately pursuant to Section 424(a) of the Code). In the event the Company elects to grant a new Option in substitution rather than assuming an existing option, such new Option may be granted with a similarly adjusted Exercise Price. Substitute Awards shall not be credited toward the number of Shares authorized for grant under the Plan or authorized for grant to a Participant in a calendar year.

~~21.3.Non-Employee Directors’ Awards~~. Notwithstanding any provision to the contrary herein, in the event of a Corporate Transaction, the vesting of all Awards granted to Non-Employee Directors shall accelerate and such Awards shall become exercisable (as applicable) in full prior to the consummation of such event at such times and on such conditions as the Committee determines.

~~22.ADOPTION AND STOCKHOLDER APPROVAL. This Plan shall be submitted for the approval of the Company’s stockholders, consistent with applicable laws, within twelve (12) months before or after the date this Plan is adopted by the Board.~~

~~23.TERM OF PLAN/GOVERNING LAW~~. Unless earlier terminated as provided herein, this Plan will become effective on the Effective Date and will terminate ten (10) years from the date this Plan is adopted by the Board. This Plan and all Awards granted hereunder shall be governed by and construed in accordance with the laws of the State of Delaware (excluding its conflict of law rules).

~~24.AMENDMENT OR TERMINATION OF PLAN. The Board may at any time terminate or amend this Plan in any respect, including, without limitation, amendment of any form of Award Agreement or instrument to be executed pursuant to this Plan;~~ ~~provided~~, ~~however, that the Board will not, without the approval of the stockholders of the Company, amend this Plan in any manner that requires such stockholder approval;~~ ~~provided further, that a Participant’s Award shall be governed by the version of this Plan then in effect at the time such Award was granted.~~

~~25.NONEXCLUSIVITY OF THE PLAN~~. Neither the adoption of this Plan by the Board, the submission of this Plan to the stockholders of the Company for approval, nor any provision of this Plan will be construed as creating any limitations on the power of the Board to adopt such additional compensation arrangements as it may deem desirable, including, without limitation, the granting of stock awards and bonuses otherwise than under this Plan, and such arrangements may be either generally applicable or applicable only in specific cases.

~~26.INSIDER TRADING POLICY~~. Each Participant who receives an Award shall comply with any policy adopted by the Company from time to time covering transactions in the Company’s securities by Employees, officers and/or directors of the Company.

~~27.All Awards Subject to Company Clawback or Recoupment Policy~~. All Awards shall be subject to clawback or recoupment pursuant to any compensation clawback or recoupment policy adopted by the Board or required by law during the term of Participant’s employment or other service with the Company that is applicable to executive officers, employees, directors or other service providers of the Company, and in addition to any other remedies available under such policy and applicable law, may require the cancelation of outstanding Awards and the recoupment of any gains realized with respect to Awards.

~~28.DEFINITIONS. As used in this Plan, and except as elsewhere defined herein, the following terms will have the following meanings:~~

~~28.1.~~“~~Affiliate~~” means any person or entity that directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, the Company, including any general partner, managing member, officer or director of the Company, in each case as of the date on which, or at any time during the period for which, the determination of affiliation is being made. For purposes of this definition, the term “control” (including the correlative meanings of the terms “controlled by” and “under common control with”), as used with respect to any person or entity, means the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of such person or entity, whether through the ownership of voting securities or by contract or otherwise.

~~28.2.~~“~~Award” means any award under the Plan, including any Option, Restricted Stock, Stock Bonus, Stock Appreciation Right, Restricted Stock Unit or award of Performance Shares.~~

~~28.3.~~“~~Award Agreement~~” means, with respect to each Award, the written or electronic agreement between the Company and the Participant setting forth the terms and conditions of the Award, and country-specific appendix thereto for grants to non-U.S.

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Participants, which shall be in substantially a form (which need not be the same for each Participant) that the Committee (or in the case of Award agreements that are not used for Insiders, the Committee's delegate(s)) has from time to time approved, and will comply with and be subject to the terms and conditions of this Plan.

~~28.4.~~“~~Award Transfer Program~~” means any program instituted by the Committee which would permit Participants the opportunity to transfer any outstanding Awards to a financial institution or other person or entity approved by the Committee.

~~28.5.~~“~~Board” means the Board of Directors of the Company.~~

~~28.6.~~“~~Cause~~” means (a) Participant’s willful failure substantially to perform his or her duties and responsibilities to the Company or deliberate violation of a Company policy; (b) Participant’s commission of any act of fraud, embezzlement, dishonesty or any other willful misconduct that has caused or is reasonably expected to result in material injury to the Company; (c) unauthorized use or disclosure by Participant of any proprietary information or trade secrets of the Company or any other party to whom the Participant owes an obligation of nondisclosure as a result of his or her relationship with the Company; or (d) Participant’s willful breach of any of his or her obligations under any written agreement or covenant with the Company. The determination as to whether a Participant is being terminated for Cause shall be made in good faith by the Company and shall be final and binding on the Participant. The foregoing definition does not in any way limit the Company’s ability to terminate a Participant’s employment or consulting relationship at any time as provided in Section 20 above, and the term “Company” will be interpreted to include any Parent, Subsidiary or Affiliate, as appropriate.Notwithstanding the foregoing, the foregoing definition of “Cause” may, in part or in whole, be modified or replaced in each individual employment agreement or Award Agreement with any Participant, provided that such document supersedes the definition provided in this Section 28.6.

~~28.7.~~“~~Code” means the United States Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder.~~

~~28.8.~~ “~~Committee” means the Compensation Committee of the Board or those persons to whom administration of the Plan, or part of the Plan, has been delegated as permitted by law.~~

~~28.9.~~“~~Common Stock” means the Class A common stock of the Company.~~

~~28.10.~~“~~Company” means Fitbit, Inc., or any successor corporation.~~

~~28.11.~~“~~Consultant” means any person, including an advisor or independent contractor, engaged by the Company or a Parent, Subsidiary or Affiliate to render services to such entity.~~

~~28.12.~~“~~Corporate Transaction~~” means the occurrence of any of the following events: (a) any “Person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the total voting power represented by the Company’s then-outstanding voting securities; provided, however, that for purposes of this subclause (a) the acquisition of additional securities by any one Person who is considered to own more than fifty percent (50%) of the total voting power of the securities of the Company will not be considered a Corporate Transaction; (b) the consummation of the sale or disposition by the Company of all or substantially all of the Company’s assets; (c) the consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation; (d) any other transaction which qualifies as a “corporate transaction” under Section 424(a) of the Code wherein the stockholders of the Company give up all of their equity interest in the Company (except for the acquisition, sale or transfer of all or substantially all of the outstanding shares of the Company) or (e) a change in the effective control of the Company that occurs on the date that a majority of members of the Board is replaced during any twelve (12) month period by members of the Board whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election. For purpose of this subclause (e), if any Person is considered to be in effective control of the Company, the acquisition of additional control of the Company by the same Person will not be considered a Corporate Transaction. For purposes of this definition, Persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company. Notwithstanding the foregoing, to the extent that any amount constituting deferred compensation (as defined in Section 409A of the Code) would become payable under this Plan by reason of a Corporate Transaction, such amount shall become payable only if the event constituting a Corporate Transaction would also qualify as a change in ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company, each as defined within the meaning of Code Section 409A, as it has been and may be amended from time to time, and any proposed or final Treasury Regulations and IRS guidance that has been promulgated or may be promulgated thereunder from time to time.

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~~28.13.~~“~~Director” means a member of the Board.~~

~~28.14.~~“~~Disability~~” means in the case of incentive stock options, total and permanent disability as defined in Section 22(e)(3) of the Code and in the case of other Awards, that the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months.

~~28.15.~~“~~Effective Date” means the day immediately prior to the date of the underwritten initial public offering of the Company’s Common Stock pursuant to a registration statement that is declared effective by the SEC.~~

~~28.16.~~“~~Employee~~” means any person, including Officers and Directors, employed by the Company or any Parent, Subsidiary or Affiliate. Neither service as a Director nor payment of a director’s fee by the Company will be sufficient to constitute “employment” by the Company.

~~28.17.~~“~~Exchange Act” means the United States Securities Exchange Act of 1934, as amended.~~

~~28.18.~~“~~Exchange Program~~” means a program pursuant to which (a) outstanding Awards are surrendered, cancelled or exchanged for cash, the same type of Award or a different Award (or combination thereof) or (b) the exercise price of an outstanding Award is increased or reduced.

~~28.19.~~“~~Exercise Price~~” means, with respect to an Option, the price at which a holder may purchase the Shares issuable upon exercise of an Option and with respect to a SAR, the price at which the SAR is granted to the holder thereof.

~~28.20.~~“~~Fair Market Value” means, as of any date, the value of a share of the Company’s Common Stock determined as follows:~~

~~(a)~~if such Common Stock is publicly traded and is then listed on a national securities exchange, its closing price on the date of determination on the principal national securities exchange on which the Common Stock is listed or admitted to trading as reported in ~~The Wall Street~~ ~~Journal or such other source as the Committee deems reliable;~~

~~(b)~~if such Common Stock is publicly traded but is neither listed nor admitted to trading on a national securities exchange, the average of the closing bid and asked prices on the date of determination as reported in ~~The Wall Street Journal~~ ~~or such other source as the Committee deems reliable;~~

~~(c)~~in the case of an Option or SAR grant made on the Effective Date, the price per share at which shares of the Company’s Common Stock are initially offered for sale to the public by the Company’s underwriters in the initial public offering of the Company’s Common Stock pursuant to a registration statement filed with the SEC under the Securities Act; or

~~(d)if none of the foregoing is applicable, by the Board or the Committee in good faith.~~

~~28.21.~~“~~Insider” means an officer or director of the Company or any other person whose transactions in the Company’s Common Stock are subject to Section 16 of the Exchange Act.~~

~~28.22.~~“~~IRS” means the United States Internal Revenue Service.~~

~~28.23.~~“~~Non-Employee Director” means a Director who is not an Employee of the Company or any Parent, Subsidiary or Affiliate.~~

~~28.24.~~“~~Option” means an award of an option to purchase Shares pursuant to Section 5.~~

~~28.25.~~“~~Parent~~” means any corporation (other than the Company) in an unbroken chain of corporations ending with the Company if each of such corporations other than the Company owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

~~28.26.~~“~~Participant” means a person who holds an Award under this Plan.~~

~~28.27.~~“~~Performance Award~~” ~~means cash or stock granted pursuant to Section 10 or Section 12 of the Plan.~~

~~A-13~~

~~28.28.“Performance Factors”~~ means any of the factors selected by the Committee and specified in an Award Agreement, from among the following objective measures, either individually, alternatively or in any combination, applied to the Company as a whole or any business unit or Subsidiary, either individually, alternatively, or in any combination, on a GAAP or non-GAAP basis, and measured, to the extent applicable on an absolute basis or relative to a pre-established target, to determine whether the performance goals established by the Committee with respect to applicable Awards have been satisfied:

~~(a)Profit Before Tax;~~

~~(b)Sales;~~

~~(c)Expenses;~~

~~(d)Billings;~~

~~(e)Revenue;~~

~~(f)Net revenue;~~

~~(g)Earnings (which may include earnings before interest and taxes, earnings before taxes, net earnings, stock-based compensation expenses, depreciation and amortization);~~

~~(h)Operating income;~~

~~(i)Operating margin;~~

~~(j)Operating profit;~~

~~(k)Controllable operating profit, or net operating profit;~~

~~(l)Net Profit;~~

~~(m)Gross margin;~~

~~(n)Operating expenses or operating expenses as a percentage of revenue;~~

~~(o)~~ ~~Net income;~~

~~(p)Earnings per share;~~

~~(q)Total stockholder return;~~

~~(r)Market share;~~

~~(s)Return on assets or net assets;~~

~~(t)The Company’s stock price;~~

~~(u)Growth in stockholder value relative to a pre-determined index;~~

~~(v)Return on equity;~~

~~(w)Return on invested capital;~~

~~(x)Cash Flow (including free cash flow or operating cash flows)~~

~~(y)Balance of cash, cash equivalents and marketable securities;~~

~~(z)Cash conversion cycle;~~

~~(aa)Economic value added;~~

~~A-14~~

~~(bb)Individual confidential business objectives;~~

~~(cc)Contract awards or backlog;~~

~~(dd)Overhead or other expense reduction;~~

~~(ee)Credit rating;~~

~~(ff)Completion of an identified special project;~~

~~(gg)Completion of a joint venture or other corporate transaction;~~

~~(hh)Strategic plan development and implementation;~~

~~(ii)Succession plan development and implementation;~~

~~(jj)Improvement in workforce diversity;~~

~~(kk)Employee satisfaction;~~

~~(ll)Employee retention;~~

~~(mm)Customer indicators and satisfaction;~~

~~(nn)New product invention or innovation;~~

~~(oo)Research and development expenses;~~

~~(pp)Attainment of research and development milestones;~~

~~(qq)Improvements in productivity;~~

~~(rr)Bookings;~~

~~(ss)Working-capital targets and changes in working capital; and~~

~~(tt)Attainment of objective operating goals and employee metrics.~~

The Committee may, in recognition of unusual or non-recurring items such as acquisition-related activities or changes in applicable accounting rules, provide for one or more equitable adjustments (based on objective standards) to the Performance Factors to preserve the Committee’s original intent regarding the Performance Factors at the time of the initial award grant. It is within the sole discretion of the Committee to make or not make any such equitable adjustments.

~~28.29.~~“~~Performance Period~~” means one or more periods of time, which may be of varying and overlapping durations, as the Committee may select, over which the attainment of one or more Performance Factors will be measured for the purpose of determining a Participant’s right to, and the payment of, a Performance Award.

~~28.30.~~“~~Performance Share” means an Award granted pursuant to Section 10 or Section 12 of the Plan, the payment of which is contingent upon achieving certain performance goals established by the Committee.~~

~~28.31.~~“~~Performance Unit”~~ means a right granted to a Participant pursuant to Section 10 or Section 12, to receive Stock, the payment of which is contingent upon achieving certain performance goals established by the Committee”

~~28.32.~~“~~Permitted Transferee~~” means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law (including adoptive relationships) of the Employee, any person sharing the Employee’s household (other than a tenant or employee), a trust in which these persons (or the Employee) have more than 50% of the beneficial interest, a foundation in which these persons (or the Employee) control the management of assets, and any other entity in which these persons (or the Employee) own more than 50% of the voting interests.

~~A-15~~

~~28.33.~~“~~Plan” means this Fitbit, Inc.2015 Equity Incentive Plan.~~

~~28.34.~~“~~Purchase Price” means the price to be paid for Shares acquired under the Plan, other than Shares acquired upon exercise of an Option or SAR.~~

~~28.35.~~“~~Restricted Stock Award” means an award of Shares pursuant to Section 6 or Section 12 of the Plan, or issued pursuant to the early exercise of an Option.~~

~~28.36.~~“~~Restricted Stock Unit” means an Award granted pursuant to Section 9 or Section 12 of the Plan.~~

~~28.37.~~“~~SEC” means the United States Securities and Exchange Commission.~~

~~28.38.~~“~~Securities Act” means the United States Securities Act of 1933, as amended.~~

~~28.39.~~“~~Service~~” shall mean service as an Employee, Consultant, Director or Non-Employee Director, to the Company or a Parent, Subsidiary or Affiliate, subject to such further limitations as may be set forth in the Plan or the applicable Award Agreement. An Employee will not be deemed to have ceased to provide Service in the case of (a) sick leave, (b) military leave, or (c) any other leave of absence approved by the Company; ~~provided~~, that such leave is for a period of not more than 90 days (x) unless reemployment upon the expiration of such leave is guaranteed by contract or statute, or (y) unless provided otherwise pursuant to formal policy adopted from time to time by the Company’s Board and issued and promulgated to employees in writing. In the case of any Employee on an approved leave of absence or a reduction in hours worked (for illustrative purposes only, a change in schedule from that of full-time to part-time), the Committee may make such provisions respecting suspension of or modification to vesting of the Award while on leave from the employ of the Company or a Parent, Subsidiary or Affiliate or during such change in working hours as it may deem appropriate, except that in no event may an Award be exercised after the expiration of the term set forth in the applicable Award Agreement. In the event of military leave, if required by applicable laws, vesting shall continue for the longest period that vesting continues under any other statutory or Company approved leave of absence and, upon a Participant’s returning from military leave (under conditions that would entitle him or her to protection upon such return under the Uniform Services Employment and Reemployment Rights Act), he or she shall be given vesting credit with respect to Awards to the same extent as would have applied had the Participant continued to provide Service to the Company throughout the leave on the same terms as he or she was providing Service immediately prior to such leave. An employee shall have terminated employment as of the date he or she ceases to provide Service (regardless of whether the termination is in breach of local employment laws or is later found to be invalid) and employment shall not be extended by any notice period or garden leave mandated by local law, ~~provided however~~, that a change in status from an employee to a consultant or advisor shall not terminate the service provider’s Service, unless determined by the Committee, in its discretion. The Committee will have sole discretion to determine whether a Participant has ceased to provide Service and the effective date on which the Participant ceased to provide Service.

~~28.40.~~“~~Shares” means shares of Common Stock and the common stock of any successor entity.~~

~~28.41.~~“~~Stock Appreciation Right” means an Award granted pursuant to Section 8 or Section 12 of the Plan.~~

~~28.42.~~“~~Stock Bonus” means an Award granted pursuant to Section 7 or Section 12 of the Plan.~~

~~28.43.~~“~~Subsidiary~~” means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company if each of the corporations other than the last corporation in the unbroken chain owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

~~28.44.~~“~~Treasury Regulations” means regulations promulgated by the United States Treasury Department.~~

~~28.45.~~ “~~Unvested Shares” means Shares that have not yet vested or are subject to a right of repurchase in favor of the Company (or any successor thereto).~~

~~A-16~~



(1)	Title of each class of securities to which transaction applies:

(2)	Aggregate number of securities to which transaction applies:

(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4)	Proposed maximum aggregate value of transaction:

(5)	Total fee paid:



(1)	Amount Previously Paid:

(2)	Form, Schedule or Registration Statement No.:

(3)	Filing Party:

(4)	Date Filed:



	Page
INFORMATION ABOUT SOLICITATION AND VOTING	1
INTERNET AVAILABILITY OF PROXY MATERIALS	1
GENERAL INFORMATION ABOUT THE ANNUAL MEETING	1
BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD; CORPORATE GOVERNANCE STANDARDS, AND DIRECTOR INDEPENDENCE	5
NOMINATIONS PROCESS AND DIRECTOR QUALIFICATIONS	89
PROPOSAL NO. 1 1—ELECTION OF DIRECTORS	10
PROPOSAL NO. 2 2—RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	1314
PROPOSAL NO. ~~3 RE-APPROVAL~~3— APPROVAL OF ~~THE SECTION 162(M) LIMITS~~STOCK OPTION EXCHANGE PROGRAM FOR ELIGIBLE EMPLOYEES (INCLUDING CERTAIN OF ~~THE 2015 EQUITY INCENTIVE PLAN~~OUR EXECUTIVE OFFICERS)	15
~~PROPOSAL NO. 4 ADVISORY VOTE ON EXECUTIVE COMPENSATION~~	22
~~PROPOSAL NO. 5 ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION~~	2316
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	2423
EXECUTIVE OFFICERS	2625
EXECUTIVE COMPENSATION	2827
REPORT OF THE COMPENSATION COMMITTEE	4748
EQUITY COMPENSATION PLAN INFORMATION	4849
RELATED PARTY TRANSACTIONS	4950
REPORT OF THE AUDIT COMMITTEE	5051
ADDITIONAL INFORMATION	5152
OTHER MATTERS	52
~~APPENDIX A - 2015 EQUITY INCENTIVE PLAN~~	A-154



	Prior to the Exchange	Following the Exchange
Shares covered by all outstanding stock options (including stock options held by all employees, executive officers, and directors)	33,058,604	26,958,509
Shares covered by all outstanding RSUs	13,230,384	16,280,364
Shares available for future award grants under the 2015 Plan	16,295,183	19,345,298


	Shares Beneficially Owned					Shares Beneficially Owned
	Class A		Class B			Class A		Class B
Name of Beneficial Owner	Shares	%	Shares	%	% of Total Voting Power⁽¹⁾	Shares	%	Shares	%	% of Total Voting Power⁽¹⁾
Named Executive Officers and Directors:
James Park⁽²⁾	—	*	17,678,101	26.9	21.8	30,650	*	18,365,899	38.9	28.0
Eric N. Friedman⁽³⁾	—	*	18,837,935	28.9	23.4	16,450	*	19,572,714	42.1	30.2
William Zerella⁽⁴⁾	43,605	*	776,369	1.2	*	55,755	*	1,294,059	2.9	2.1
Andy Missan⁽⁵⁾	20,000	*	473,375	*		59,550	*	456,117	1.0	*
Edward M. Scal⁽⁶⁾	—	*	5,332,685	8.2	6.7
Edward M. Scal^(6)†						10,075	*	5,565,110	12.2	8.7
Laura Alber						—	—	—	—
Jonathan D. Callaghan⁽⁷⁾	400,784	*	26,297,033	41.8	33.6	7,027,343	3.8	8,437,081	19.4	14.8
Glenda Flanagan						—	—	—	—
Steven Murray⁽⁸⁾	7,139,993	4.6	—	*		5,139,993	2.8	—	—	*
Christopher Paisley⁽⁹⁾	—	*	40,000	*		—	—	60,000	*
All executive officers and directors as a group (10 persons)⁽¹⁰⁾	7,604,382	4.9	73,446,068	98.1	82.2
All executive officers and directors as a group (11 persons)⁽¹⁰⁾						12,339,816	6.7	53,750,980	99.1	75.7
Other 5% Stockholders:
Foundry Group Funds⁽¹¹⁾	22,049,096	14.3	—	*	2.8
True Ventures II, L.P.⁽¹²⁾	4,601	*	26,297,033	41.8	33.6
Ameriprise Financial, Inc.⁽¹³⁾	12,563,330	8.1	—	*	1.6
FMR LLC⁽¹⁴⁾	9,241,330	6.0	—	*	1.2
True Ventures II, L.P.⁽¹¹⁾						7,027,343	3.8	8,437,081	19.4	14.8
The Vanguard Group⁽¹²⁾						10,591,002	5.8	—	—	1.7
BlackRock, Inc.⁽¹³⁾						9,839,685	5.4	—	—	1.6


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


¨	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.


¨	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.



Name	Fees Earned or Paid in Cash ($)	Option Awards ($)⁽¹⁾	Total ($)
Jonathan D. Callaghan⁽²⁾	—	—	—
Steven Murray	47,137	—	47,137
Christopher Paisley	53,029	409,428⁽³⁾	462,457
Brad Feld⁽⁴⁾	—	—	—



Name and Position	Number of Shares Underlying Options	Number of Shares Underlying Other Awards
James Park, President, Chief Executive Officer, and Chairman	—	—
Eric N. Friedman, Chief Technology Officer	—	—
William Zerella, Chief Financial Officer	—	—
Andy Missan, Executive Vice President and General Counsel	—	—
Edward M. Scal, Chief Business Officer	—	—
All current executive officers as a group (7 persons)	—	—
All current non-employee directors as a group (3 persons)	—	—
All current employees as a group (excluding executive officers)	348,000	2,822,093



Named Executive Officers	Age	Position(s)
James Park	3940	President, Chief Executive Officer, and Chairman
Eric N. Friedman	3839	Chief Technology Officer and Director
William Zerella	5960	Chief Financial Officer
~~Hansgregory C. Hartmann~~Jeff Devine	5855	~~Chief~~Executive Vice President of Operations ~~Officer~~
Andy Missan	5455	Executive Vice President and General Counsel
~~Timothy Roberts~~	44	~~Executive Vice President, Interactive~~
Edward M. Scal⁽¹⁾	5657	Chief Business Officer


¹ ¹ See the section titled “Selected Financial Data—Adjusted EBITDA” in our Annual Report on Form 10-K filed with the SEC on March 1, 2017 for a reconciliation of adjusted EBITDA to net income (loss), which is the most comparable financial measure presented in accordance with U.S. generally accepted accounting principles.	See the section titled “Selected Financial Data—Adjusted EBITDA” in our Annual Report on Form 10-K filed with the SEC on February 29, 2016 for a reconciliation of adjusted EBITDA to net income (loss), which is the most comparable financial measure presented in accordance with U.S. generally accepted accounting principles.


▪	Base Salaries — In early 2016, we increased annual base salaries to reflect appropriate levels of fixed compensation for executive officers with commensurate responsibilities at similarly-situated publicly-traded companies with comparable revenues, including increasing the annual base salary of our CEO to ~~$600,000.~~$775,000.


▪	Annual Cash Bonuses — ~~paid~~We did not pay annual cash bonuses ~~at 115% of bonus pool funding~~ based on ~~strong~~our performance as measured against our pre-established corporate financial ~~measures, including payment of an annual cash bonus of $1.4 million to our CEO.~~metrics.


▪	Independent Compensation Committee Advisor. The compensation committee engages and retains its own independent compensation consultant. During ~~2015,~~2016, the compensation committee engaged Compensia, a national compensation consulting firm, to assist with its responsibilities. Compensia performed no other services for us during ~~2015.~~2016.


¨	Soliciting Material under § 240.14a-12


x	No fee required.


▪	Annual Executive Compensation Review. The compensation committee ~~conducted~~conducts an annual review and approval of our compensation strategy, including a review and determination of our compensation peer group used for comparative purposes.


▪	Compensation At-Risk. Our executive compensation program is designed to align the interests of our executive officers and stockholders such that a significant portion of our executive officers’ target total direct compensation, including both ~~short-term~~annual cash bonuses and equity awards, is “at risk” based on our ~~company~~ performance.


▪	No Retirement Plans. Other than our Section 401(k) plan, which is generally available to all employees, we do not currently offer, nor do we have plans to provide, pension arrangements or defined benefit retirement plans or arrangements to our executive officers.


▪	No Perquisites. With limited exception, we do not generally provide perquisites or other personal benefits to our executive officers. In ~~2015, we reimbursed~~2016, perquisites were limited to the reimbursement of one named executive officer for hotel lodging in San Francisco.


▪	No Tax Reimbursements. We do not provide any tax reimbursement payments (including “gross-ups”) on any perquisites or other personal benefits, except in connection with our executive relocation program.


▪	”“Double-Trigger” Change-in-Control Arrangements. All change-in-control payments and benefits are based on a “double-trigger” arrangement (that is, they require both a change in control ~~plus~~and a qualifying termination of employment before payments and benefits are paid).


▪	No Special Health or Welfare Benefits. Our executive officers participate in broad-based company-sponsored health and welfare benefits programs on the same basis as our other full-time, salaried employees.


▪	No Post-Employment Tax Reimbursements. We do not provide any tax reimbursement payments (including “gross-ups”) on any severance or change-in-control payments or benefits.


▪	Hedging Prohibited. We prohibit our executive officers and the members of our board of directors from hedging our securities.


▪	~~establish~~provide competitive compensation and benefits that will attract, retain, motivate, and reward a ~~direct link between our financial and operational results and strategic objectives and~~highly-qualified leadership team within the ~~compensation~~context of ~~our executive officers;~~responsible cost management;


▪	~~align~~directly and substantially link rewards to measurable corporate performance (both financial and operational results) and consider individual performance in determining go-forward compensation opportunities;


▪	reinforce the ~~interests and objectives~~alignment of our executive ~~officers~~officers’ interests with ~~those~~the objective of ~~our stockholders~~creating long-term stockholder value by linking their long-term incentive compensation opportunities to ~~stockholder~~ value creation and their annual cash ~~incentives~~bonus opportunities to our annual operating performance; and


▪	provide ~~compensation and benefit levels that will attract, retain, motivate, and reward a highly-talented team of executive officers within~~ the ~~context of responsible cost management.~~ability to significantly differentiate rewards for overachievement against company goals.



Activision Blizzard	Harman International	Palo Alto Networks
~~3D Systems~~Electronic Arts	IAC/InterActive	~~Plantronics~~Pandora Media
F5 Networks	Intuit	Synopsys
Garmin ~~Ltd~~	LinkedIn	~~Polycom~~	Trip Advisor
GoPro		~~Tivo~~
~~HomeAway~~		~~TripAdvisor~~
~~iRobot~~		~~Twitter~~
~~LinkedIn~~		~~Ubiquiti Networks~~
Logitech International		~~Workday~~	Twitter
~~NETGEAR~~Groupon	Motorola Solutions	~~Zebra Technologies~~
~~Palo Alto Networks~~			Workday


Named Executive Officer	2014 Base Salary ($)	2015 Base Salary ($)	2015 Base Salary ($)	2016 Base Salary ($)	Percentage Increase (%)
James Park	250,000	600,000	600,000	775,000	29
Eric N. Friedman	250,000	300,000	300,000	440,000	47
William Zerella	300,000	350,000	350,000	475,000	36
Andy Missan	220,000	295,000	295,000	390,000	32
Edward M. Scal	300,000	320,000	320,000	435,000	36


Named Executive Officer	2014 Target Annual Cash Bonus Opportunity (as a percentage of base salary)	2015 Target Annual Cash Bonus Opportunity (as a percentage of base salary)	2015 Target Annual Cash Bonus Opportunity (as a percentage of base salary)	2016 Target Annual Cash Bonus Opportunity (as a percentage of base salary)
James Park	32%	100%	100%	150%
Eric N. Friedman	32%	60%	60%	75%
William Zerella	23%	65%	65%	75%
Andy Missan	23%	55%	55%	75%
Edward M. Scal	33%	60%	60%	75%



Corporate Performance Metric	Target Performance Level ($)
Revenue	~~1,125,000,000~~$2,650,000,000
Adjusted EBITDA	~~151,000,000~~$477,000,000



Named Executive Officer	Target Annual Cash Bonus Opportunity (as a percentage of base salary)	Corporate Performance Factor	Individual Performance Multiplier	Actual Annual Cash Bonus ($)	Actual Annual Cash Bonus (as a percentage of base salary)
James Park	100%	200%	115%	1,380,000	230%
Eric N. Friedman	60%	200%	115%	414,000	138%
William Zerella	65%	200%	115%	523,250	150%
Andy Missan	55%	200%	115%	373,175	127%
Edward M. Scal	60%	200%	115%	441,600	138%



Named Executive Officer	Option to Purchase Shares of Class A Common Stock (#)	RSU Awards to be Settled for Shares of Class A Common Stock (#)	Aggregate Grant Date Fair Value of Equity Awards ($)
James Park	282,400	122,600	3,358,220
Eric N. Friedman	151,700	65,800	1,803,159
William Zerella	88,900	38,600	1,057,247
Andy Missan	41,800	18,200	497,814
Edward M. Scal	69,700	30,300	829,420


Name and Principal Position	Year	Salary ($)	Bonus ($)⁽¹⁾	Option Awards ($)⁽²⁾	Non-Equity Incentive Plan Compensation($)⁽³⁾	All Other Compensation ($)⁽⁴⁾	Total ($)	Year	Salary ($)⁽¹⁾	Bonus ($)⁽²⁾	Stock Awards ($)⁽³⁾	Option Awards ($)⁽⁴⁾	Non-Equity Incentive Plan Compensation($)⁽⁵⁾	All Other Compensation ($)	Total ($)
James Park,	2015	525,840	—		1,380,000	—	1,905,840	2016	838,434	—	1,707,818	1,650,402	—	—	4,196,654
President and Chief Executive Officer	2014	222,179	80,000	7,532,909	—		7,835,088	2015	525,840	—			1,380,000	—	1,905,840
								2014	222,179	80,000	—	7,532,909	—		7,835,088
Eric N. Friedman,	2015	288,340	—		414,000	—	702,340	2016	476,377	—	916,594	886,565	—		2,279,536
Chief Technology Officer	2014	222,179	80,000	7,532,909	—		7,835,088	2015	288,340	—			414,000	—	702,340
William Zerella,⁽⁵⁾	2015	340,423	—		523,250	14,169⁽⁶⁾	877,842
								2014	222,179	80,000	—	7,532,909	—		7,835,088
William Zerella,								2016	478,884	—	537,698	519,549	—	17,273⁽⁶⁾	1,553,404
Chief Financial Officer	2014	169,423	40,833	4,774,211	—		4,984,467	2015	340,423	—			523,250	14,169⁽⁶⁾	877,842
Andy Missan,⁽⁵⁾	2015	280,215	—	1,113,315	373,175	—	1,766,705
								2014⁽⁷⁾	169,423	40,833	—	4,774,211	—		4,984,467
Andy Missan,⁽⁸⁾								2016	412,027	—	253,526	244,288	—	5,000⁽¹⁰⁾	914,841
Executive Vice President and General Counsel								2015	280,215	—		1,113,315	373,175	—	1,766,705
Edward M. Scal⁽⁵⁾	2015	316,919	—		441,600	—	758,519
Edward M. Scal,⁽⁸⁾⁽⁹⁾								2016	470,973	—	422,079	407,341	—		1,300,393
Chief Business Officer								2015	316,919	—			441,600	—	758,519