Equity Plan – Flashsoft Corp., acquired by SanDisk Corp.

AMENDED AND RESTATED 2011 EQUITY PLAN

ARTICLE 1

GENERAL PROVISIONS


I.	PURPOSE OF THE PLAN

This Amended and Restated 2011 Equity Plan is intended to promote the
interests of FlashSoft Corporation, a Delaware corporation, by providing
eligible persons in the Corporation’s employ or service with the opportunity to
acquire a proprietary interest, or otherwise increase their proprietary
interest, in the Corporation as an incentive for them to continue in such employ
or service.

Capitalized terms herein shall have the meanings assigned to such terms in
the attached Appendix.


II.	STRUCTURE OF THE PLAN

A.The Plan shall be divided into three (3) separate equity programs:

(i)the Option Grant Program under which eligible persons may, at the
discretion of the Plan Administrator, be granted options to purchase shares of
Common Stock,

(ii)the Stock Issuance Program under which eligible persons may, at the
discretion of the Plan Administrator, be issued shares of Common Stock directly,
either through the immediate purchase of such shares or as a bonus for services
rendered the Corporation (or any Parent or Subsidiary), and

(iii)the RSU Grant Program under which eligible persons may, at the
discretion of the Plan Administrator, be granted restricted stock units to
acquire shares of Common Stock.

B.The provisions of Articles One and Five shall apply to all equity programs
under the Plan and shall accordingly govern the interests of all persons under
the Plan.


III.	ADMINISTRATION OF THE PLAN

A.The Plan shall be administered by the Board. However, any or all
administrative functions otherwise exercisable by the Board may be delegated to
the Committee. Members of the Committee shall serve for such period of time as
the Board may determine and shall be subject to removal by the Board at any
time. The Board may also at any time terminate the functions of the Committee
and reassume all powers and authority previously delegated to the Committee.

B.The Plan Administrator shall have full power and authority (subject to the
provisions of the Plan) to establish such rules and regulations as it may deem
appropriate for proper administration of the Plan and to make such
determinations under, and issue such interpretations of, the Plan and any
outstanding options, restricted stock units or stock issuances thereunder as it
may deem necessary or advisable. Decisions of the Plan Administrator shall be
final and binding on all parties who have an interest in the Plan or any option
grant, restricted stock unit grant or stock issuance thereunder.


IV.	ELIGIBILITY

A.The persons eligible to participate in the Plan are as follows:

(i)Employees,

(ii)non-employee members of the Board or the non-employee members of the
board of directors of any Parent or Subsidiary, and

(iii)consultants and other independent advisors who provide services to the
Corporation (or any Parent or Subsidiary).

B.The Plan Administrator shall have full authority to determine, (i) with
respect to the grants made under the Option Grant Program, which eligible
persons are to receive such grants, the time or times when those grants are to
be made, the number of shares to be covered by each such grant, the status of
the granted option as either an Incentive Option or a Non-Statutory Option, the
time or times when each option is to become exercisable, the vesting schedule
(if any) applicable to the option shares and the maximum term for which the
option is to remain outstanding, (ii) with respect to the grants made under the
RSU Grant Program, which eligible persons are to receive such grants, the time
or times when those grants are to be made, the number of shares to be covered by
each such grant, the time or times when each restricted stock unit is to settle,
the vesting schedule (if any) applicable to the shares and the maximum term for
which the restricted stock unit is to remain outstanding, and (iii) with respect
to stock issuances made under the Stock Issuance Program, which eligible persons
are to receive such issuances, the time or times when those issuances are to be
made, the number of shares to be issued to each Participant, the vesting
schedule (if any) applicable to the issued shares and the consideration to be
paid by the Participant for such shares.

C.The Plan Administrator shall have the absolute discretion to grant options
in accordance with the Option Grant Program, to grant restricted stock units in
accordance with the RSU Grant Program, or to effect stock issuances in
accordance with the Stock Issuance Program.


V.	STOCK SUBJECT TO THE PLAN

A.The stock issuable under the Plan shall be shares of authorized but
unissued or reacquired Common Stock. The maximum number of shares of Common
Stock which may be issued over the term of the Plan shall not exceed Three
Million Two Hundred Ninety Thousand (3,290,000) shares.

B.Shares of Common Stock subject to outstanding options shall be available
for subsequent issuance under the Plan to the extent (i) the options expire or
terminate for any reason prior to exercise in full or (ii) the options are
cancelled in accordance with the cancellation-regrant provisions of Article Two.
Shares of Common Stock subject to outstanding restricted stock units shall be
available for subsequent issuance under the Plan to the extent (x) the
restricted stock units expire or terminate for any reason prior to settlement in
full or (y) the restricted stock units are cancelled in accordance with the
cancellation-regrant provisions of Article Four. Unvested shares issued under
the Plan and subsequently repurchased by the Corporation, at the option exercise
or direct issue price paid per share, pursuant to the Corporation’s repurchase
rights under the Plan shall be added back to the number of shares of Common
Stock reserved for issuance under the Plan and shall accordingly be available
for reissuance through one or more subsequent option grants, restricted stock
unit grants or direct stock issuances under the Plan.

C.Should any change be made to the Common Stock by reason of any stock split,
stock dividend, recapitalization, combination of shares, exchange of shares or
other change affecting the outstanding Common Stock as a class without the
Corporation’s receipt of consideration, appropriate adjustments shall be made to
(i) the maximum number and/or class of securities issuable under the Plan and
(ii) the number and/or class of securities and the exercise price per share in
effect under each outstanding option in order to prevent the dilution or
enlargement of benefits thereunder. The adjustments determined by the Plan
Administrator shall be final, binding and conclusive. In no event shall any such
adjustments be made in connection with the conversion of one or more outstanding
shares of the Corporation’s preferred stock into shares of Common Stock.

ARTICLE TWO

OPTION GRANT PROGRAM


I.	OPTION TERMS

Each option shall be evidenced by one or more documents in the form approved
by the Plan Administrator; provided, however, that each such document
shall comply with the terms specified below. Each document evidencing an
Incentive Option shall, in addition, be subject to the provisions of the Plan
applicable to such options.

A.Exercise Price.

1.The exercise price per share shall be fixed by the Plan Administrator in
accordance with the following provisions:

(i)The exercise price per share shall not be less than one-hundred percent
(100%) of the Fair Market Value per share of Common Stock on the option grant
date.

(ii)If the person to whom the option is granted is a 10% Stockholder, then
the exercise price per share shall not be less than one hundred ten percent
(110%) of the Fair Market Value per share of Common Stock on the option grant
date.

2.The exercise price shall become immediately due upon exercise of the option
and shall, subject to the provisions of Section I of Article Five and the
documents evidencing the option, be payable in cash or check made payable to the
Corporation. Should the Common Stock be registered under Section 12 of the 1934
Act at the time the option is exercised, then the exercise price may also be
paid as follows:

(i)in shares of Common Stock held for the requisite period necessary to avoid
a charge to the Corporation’s earnings for financial reporting purposes and
valued at Fair Market Value on the Exercise Date,

(ii)to the extent the option is exercised for vested shares, through a
special sale and remittance procedure pursuant to which the Optionee shall
concurrently provide irrevocable instructions (A) to a Corporation-designated
brokerage firm to effect the immediate sale of the purchased shares and remit to
the Corporation, out of the sale proceeds available on the settlement date,
sufficient funds to cover the aggregate exercise price payable for the purchased
shares plus all applicable Federal, state and local income and employment taxes
required to be withheld by the Corporation by reason of such exercise and (B) to
the Corporation to deliver the certificates for the purchased shares directly to
such brokerage firm in order to complete the sale, or

(iii)by participating in a formal cashless exercise program implemented by
the Plan Administrator in connection with the Plan.

Except to the extent such sale and remittance procedure is utilized, payment
of the exercise price for the purchased shares must be made on the Exercise
Date.

B.Exercise and Term of Options. Each option shall be
exercisable at such time or times, during such period and for such number of
shares as shall be determined by the Plan Administrator and set forth in the
documents evidencing the option grant. However, no option shall have a term in
excess of ten (10) years measured from the option grant date.

C.Effect of Termination of Service.

1.The following provisions shall govern the exercise of any options held by
the Optionee at the time of cessation of Service or death:

(i)Should the Optionee cease to remain in Service for any reason other than
death, Disability or Misconduct, then the Optionee shall have a period of three
(3) months following the date

of such cessation of Service during which to exercise each outstanding option
held by such Optionee.

(ii)Should Optionee’s Service terminate by reason of Disability, then the
Optionee shall have a period of twelve (12) months following the date of such
cessation of Service during which to exercise each outstanding option held by
such Optionee.

(iii)If the Optionee dies while holding an outstanding option, then the
personal representative of his or her estate or the person or persons to whom
the option is transferred pursuant to the Optionee’s will or the laws of
inheritance or the Optionee’s designated beneficiary or beneficiaries of that
option shall have a twelve (12)-month period following the date of the
Optionee’s death to exercise such option.

(iv)Under no circumstances, however, shall any such option be exercisable
after the specified expiration of the option term.

(v)During the applicable post-Service exercise period, the option may not be
exercised in the aggregate for more than the number of vested shares for which
the option is exercisable on the date of the Optionee’s cessation of Service.
Upon the expiration of the applicable exercise period or (if earlier) upon the
expiration of the option term, the option shall terminate and cease to be
outstanding for any vested shares for which the option has not been exercised.
However, the option shall, immediately upon the Optionee’s cessation of Service,
terminate and cease to be outstanding with respect to any and all option shares
for which the option is not otherwise at the time exercisable or in which the
Optionee is not otherwise at that time vested.

(vi)Should Optionee’s Service be terminated for Misconduct or should Optionee
otherwise engage in Misconduct while holding one or more outstanding options
under the Plan, then all those options shall terminate immediately and cease to
remain outstanding.

2.The Plan Administrator shall have the discretion, exercisable either at the
time an option is granted or at any time while the option remains outstanding,
to:

(i)extend the period of time for which the option is to remain exercisable
following Optionee’s cessation of Service or death from the limited period
otherwise in effect for that option to such greater period of time as the Plan
Administrator shall deem appropriate, but in no event beyond the expiration of
the option term, and/or

(ii)permit the option to be exercised, during the applicable post-Service
exercise period, not only with respect to the number of vested shares of Common
Stock for which such option is exercisable at the time of the Optionee’s
cessation of Service but also with respect to one or more additional
installments in which the Optionee would have vested under the option had the
Optionee continued in Service.

D.Stockholder Rights. The holder of an option shall
have no stockholder rights with respect to the shares subject to the option
until such person shall have exercised the option, paid the exercise price and
become the record holder of the purchased shares.

E.Unvested Shares. The Plan Administrator shall have
the discretion to grant options which are exercisable for unvested shares of
Common Stock. Should the Optionee cease Service while holding such unvested
shares, the Corporation shall have the right to repurchase, at the exercise
price paid per share, any or all of those unvested shares. The terms upon which
such repurchase right shall be exercisable (including the period and procedure
for exercise and the appropriate vesting schedule for the purchased shares)
shall be established by the Plan Administrator and set forth in the document
evidencing such repurchase right. The Plan Administrator may not impose a
vesting schedule upon any option grant or the shares of Common Stock subject to
that option which is more restrictive than twenty percent (20%) per year
vesting, with the initial vesting to occur not later than one (1) year after the
option grant date. However, such limitation shall not be applicable to any
option grants made to individuals who are officers of the Corporation,
non-employee Board members or independent consultants.

F.First Refusal Rights. Until such time as the Common
Stock is first registered under Section 12 of the 1934 Act, the Corporation
shall have the right of first refusal with respect to any proposed disposition
by the Optionee (or any successor in interest) of any shares of Common Stock
issued under the Plan. Such right of first refusal shall be exercisable in
accordance with the terms established by the Plan Administrator and set forth in
the document evidencing such right.

G.Limited Transferability of Options. An Incentive
Stock Option shall be exercisable only by the

Optionee during his or her lifetime and shall not be assignable or
transferable other than by will or by the laws of inheritance following the
Optionee’s death. A Non-Statutory Option may be assigned in whole or in part
during the Optionee’s lifetime to one or more members of the Optionee’s family
or to a trust established exclusively for one or more such family members or to
Optionee’s former spouse, to the extent such assignment is in connection with
the Optionee’s estate plan or pursuant to a domestic relations order. The
assigned portion may only be exercised by the person or persons who acquire a
proprietary interest in the Non-Statutory Option pursuant to the assignment. The
terms applicable to the assigned portion shall be the same as those in effect
for the option immediately prior to such assignment and shall be set forth in
such documents issued to the assignee as the Plan Administrator may deem
appropriate. Notwithstanding the foregoing, the Optionee may also designate one
or more persons as the beneficiary or beneficiaries of his or her outstanding
options under the Plan, and those options shall, in accordance with such
designation, automatically be transferred to such beneficiary or beneficiaries
upon the Optionee’s death while holding those options. Such beneficiary or
beneficiaries shall take the transferred options subject to all the terms and
conditions of the applicable agreement evidencing each such transferred option,
including (without limitation) the limited time period during which the option
may be exercised following the Optionee’s death.


II.	INCENTIVE OPTIONS

The terms specified below shall be applicable to all Incentive Options.
Except as modified by the provisions of this Section II, all the provisions of
Articles One, Two and Five shall be applicable to Incentive Options. Options
which are specifically designated as Non-Statutory Options shall not be subject
to the terms of this Section II.

A.Eligibility. Incentive Options may only be granted
to Employees.

B.Exercise Price. The exercise price per share shall
not be less than one hundred percent (100%) of the Fair Market Value per share
of Common Stock on the option grant date.

C.Dollar Limitation. The aggregate Fair Market Value
of the shares of Common Stock (determined as of the respective date or dates of
grant) for which one or more options granted to any Employee under the Plan (or
any other option plan of the Corporation or any Parent or Subsidiary) may for
the first time become exercisable as Incentive Options during any one (1)
calendar year shall not exceed the sum of One Hundred Thousand Dollars
($100,000). To the extent the Employee holds two (2) or more such options which
become exercisable for the first time in the same calendar year, the foregoing
limitation on the exercisability of such options as Incentive Options shall be
applied on the basis of the order in which such options are granted.

D.10% Stockholder. If any Employee to whom an
Incentive Option is granted is a 10% Stockholder, then the option term shall not
exceed five (5) years measured from the option grant date.


III.	CORPORATE TRANSACTION

A.Immediately following the consummation of the Corporate Transaction, all
outstanding options shall terminate and cease to be outstanding, except to the
extent assumed by the successor corporation (or parent thereof).

B.Each option which is assumed in connection with a Corporate Transaction
shall be appropriately adjusted, immediately after such Corporate Transaction,
to apply to the number and class of securities which would have been issuable to
the Optionee in consummation of such Corporate Transaction, had the option been
exercised immediately prior to such Corporate Transaction. Appropriate
adjustments shall also be made to (i) the number and class of securities
available for issuance under the Plan following the consummation of such
Corporate Transaction and (ii) the exercise price payable per share under each
outstanding option, provided the aggregate exercise price payable for
such securities shall remain the same. To the extent the actual holders of the
Corporation’s outstanding Common Stock receive cash consideration for their
Common Stock in consummation of the Corporate Transaction, the successor
corporation may, in connection with the assumption of the outstanding options
under this Plan, substitute one or more shares of its own common stock with a
fair market value equivalent to the cash consideration paid per share of Common
Stock in such Corporate Transaction.

C.The Plan Administrator may, in its sole discretion, make or provide for a
cash payment to the Optionees holding options in exchange for the cancellation
thereof in an amount equal to the difference between (i) the value as determined
by the Plan Administrator of the consideration payable per share of Common Stock
pursuant to the Corporate Transaction (the “Sale Price”) times the number of
shares of Common Stock subject to the option (to the extent then vested and in
excess of the Sale Price and (ii) the aggregate exercise price of all such
options.

D.The Plan Administrator shall have the discretion, exercisable either at the
time the option is granted or at any time while the option remains outstanding,
to structure one or more options so that those options shall automatically
accelerate

and vest in full (and any repurchase rights of the Corporation with respect
to the unvested shares subject to those options shall immediately terminate)
upon the occurrence of a Corporate Transaction, whether or not those options are
to be assumed in the Corporate Transaction.

E.The Plan Administrator shall also have full power and authority,
exercisable either at the time the option is granted or at any time while the
option remains outstanding, to structure such option so that the shares subject
to that option will automatically vest on an accelerated basis should the
Optionee’s Service terminate by reason of an Involuntary Termination within a
designated period (not to exceed eighteen (18) months) following the effective
date of any Corporate Transaction in which the option is assumed and the
repurchase rights applicable to those shares do not otherwise terminate. Any
option so accelerated shall remain exercisable for the fully-vested option
shares until the expiration or sooner termination of the option term. In
addition, the Plan Administrator may provide that one or more of the
Corporation’s outstanding repurchase rights with respect to shares held by the
Optionee at the time of such Involuntary Termination shall immediately terminate
on an accelerated basis, and the shares subject to those terminated rights shall
accordingly vest at that time.

F.The portion of any Incentive Option accelerated in connection with a
Corporate Transaction shall remain exercisable as an Incentive Option only to
the extent the applicable One Hundred Thousand Dollar limitation is not
exceeded. To the extent such dollar limitation is exceeded, the accelerated
portion of such option shall be exercisable as a Non-Statutory Option under the
Federal tax laws.

G.The grant of options under the Plan shall in no way affect the right of the
Corporation to adjust, reclassify, reorganize or otherwise change its capital or
business structure or to merge, consolidate, dissolve, liquidate or sell or
transfer all or any part of its business or assets.


IV.	CANCELLATION AND REGRANT OF OPTIONS

The Plan Administrator shall have the authority to effect, at any time and
from time to time, with the consent of the affected option holders, the
cancellation of any or all outstanding options under the Plan and to grant in
substitution therefor new options covering the same or different number of
shares of Common Stock but with an exercise price per share based on the Fair
Market Value per share of Common Stock on the new option grant date.

ARTICLE THREE

STOCK ISSUANCE PROGRAM


I.	STOCK ISSUANCE TERMS

Shares of Common Stock may be issued under the Stock Issuance Program through
direct and immediate issuances without any intervening option grants. Each such
stock issuance shall be evidenced by a Stock Issuance Agreement which complies
with the terms specified below.

A.Purchase Price.

1.The purchase price per share shall be fixed by the Plan Administrator but
shall not be less than eighty-five percent (85%) of the Fair Market Value per
share of Common Stock on the issue date. However, the purchase price per share
of Common Stock issued to a 10% Stockholder shall not be less than one hundred
and ten percent (110%) of such Fair Market Value.

2.Subject to the provisions of Section I of Article Five, shares of Common
Stock may be issued under the Stock Issuance Program for any of the following
items of consideration which the Plan Administrator may deem appropriate in each
individual instance:

(i)cash or check made payable to the Corporation, or

(ii)past services rendered to the Corporation (or any Parent or Subsidiary).

B.Vesting Provisions.

1.Shares of Common Stock issued under the Stock Issuance Program may, in the
discretion of the Plan Administrator, be fully and immediately vested upon
issuance or may vest in one or more installments over the Participant’s period
of Service or upon attainment of specified performance objectives. However, the
Plan Administrator may not impose a vesting schedule upon any stock issuance
effected under the Stock Issuance Program which is more restrictive than twenty
percent (20%) per year vesting, with initial vesting to occur not later than one
(1) year after the issuance date. Such limitation shall not apply to any Common
Stock issuances made to the officers of the Corporation, non-employee Board
members or independent consultants.

2.Any new, substituted or additional securities or other property (including
money paid other than as a regular cash dividend) which the Participant may have
the right to receive with respect to the Participant’s unvested shares of Common
Stock by reason of any stock dividend, stock split, recapitalization,
combination of shares, exchange of shares or other change affecting the
outstanding Common Stock as a class without the Corporation’s receipt of
consideration shall be issued subject to (i) the same vesting requirements
applicable to the Participant’s unvested shares of Common Stock and (ii) such
escrow arrangements as the Plan Administrator shall deem appropriate.

3.The Participant shall have full stockholder rights with respect to any
shares of Common Stock issued to the Participant under the Stock Issuance
Program, whether or not the Participant’s interest in those shares is vested.
Accordingly, the Participant shall have the right to vote such shares and to
receive any regular cash dividends paid on such shares.

4.Should the Participant cease to remain in Service while holding one or more
unvested shares of Common Stock issued under the Stock Issuance Program or
should the performance objectives not be attained with respect to one or more
such unvested shares of Common Stock, then those shares shall be immediately
surrendered to the Corporation for cancellation, and the Participant shall have
no further stockholder rights with respect to those shares. To the extent the
surrendered shares were previously issued to the Participant for consideration
paid in cash or cash equivalent (including the Participant’s purchase-money
indebtedness), the Corporation shall repay to the Participant the cash
consideration paid for the surrendered shares and shall cancel the unpaid
principal balance of any outstanding purchase-money note of the Participant
attributable to such surrendered shares (the “Repurchase Price”).

5.The Plan Administrator may in its discretion waive the surrender and
cancellation of one or more unvested shares of Common Stock (or other assets
attributable thereto) which would otherwise occur upon the non-completion

of the vesting schedule applicable to those shares. Such waiver shall result
in the immediate vesting of the Participant’s interest in the shares of Common
Stock as to which the waiver applies. Such waiver may be effected at any time,
whether before or after the Participant’s cessation of Service or the attainment
or non-attainment of the applicable performance objectives.

C.First Refusal Rights. Until such time as the Common
Stock is first registered under Section 12 of the 1934 Act, the Corporation
shall have the right of first refusal with respect to any proposed disposition
by the Participant (or any successor in interest) of any shares of Common Stock
issued under the Stock Issuance Program. Such right of first refusal shall be
exercisable in accordance with the terms established by the Plan Administrator
and set forth in the document evidencing such right.


II.	CORPORATE TRANSACTION

A.Upon the occurrence of a Corporate Transaction, all shares of Common Stock
outstanding repurchase rights under the Stock Issuance Program shall be
forfeited and, to the extent the forfeited shares were previously issued to the
Participant for consideration paid in cash or cash equivalent, the Corporation
shall repay to the Participant the Repurchase Price, and the shares of Common
Stock subject to those terminated rights shall immediately vest in full, unless
those repurchase rights are assigned to the successor corporation (or parent
thereof) in connection with such Corporate Transaction.

B.The Plan Administrator shall have the discretionary authority, exercisable
either at the time the unvested shares are issued or any time while the
Corporation’s repurchase rights with respect to those shares remain outstanding,
to provide that those rights shall automatically terminate on an accelerated
basis, and the shares of Common Stock subject to those terminated rights shall
immediately vest, in the event the Participant’s Service should subsequently
terminate by reason of an Involuntary Termination within a designated period
(not to exceed eighteen (18) months) following the effective date of any
Corporate Transaction in which those repurchase rights are assigned to the
successor corporation (or parent thereof).


III.	SHARE ESCROW/LEGENDS

Unvested shares may, in the Plan Administrator’s discretion, be held in
escrow by the Corporation until the Participant’s interest in such shares vests
or may be issued directly to the Participant with restrictive legends on the
certificates evidencing those unvested shares.

ARTICLE FOUR

RSU GRANT PROGRAM


I.	RESTRICTED STOCK UNIT TERMS

Each restricted stock unit shall be evidenced by one or more documents in the
form approved by the Plan Administrator; provided, however, that each
such document shall comply with the terms specified below.

A.Awards of Restricted Stock Units. A restricted
stock unit is a grant covering a number of shares of Common Stock that may be
settled in cash, or by issuance of those shares of Common Stock at a date in the
future. All grants of restricted stock units will be evidenced by an RSU
Issuance Agreement that will be in such form (which need not be the same for
each Recipient) as the Committee will from time to time approve, and will comply
with and be subject to the terms and conditions of this Plan.

B.Form and Time of Settlement. To the extent
permissible under applicable law, the Committee may permit a Recipient to defer
payment under a restricted stock unit to a date or dates after the restricted
stock unit is earned, provided that the terms of the restricted stock unit and
any deferral satisfy the requirements of Section 409A of the Code (or any
successor) and any regulations or rulings promulgated thereunder. Payment may be
made in the form of cash or whole shares of Common stock or a combination
thereof, all as the Committee determines.

C.Effect of Termination of Service. Unless an RSU
Issuance Agreement provides otherwise, upon the cessation of Service of a
Recipient for any reason or no reason, then all outstanding unvested restricted
stock units held by such Recipient shall terminate immediately and cease to
remain outstanding.

D.Stockholder Rights. The holder of a restricted
stock unit shall have no stockholder rights with respect

to the shares of Common Stock subject to the restricted stock unit until such
restricted stock unit shall have been settled. However, dividend equivalent
units may be paid or credited, either in cash or in actual or phantom shares of
Common Stock, on outstanding restricted stock unit awards, subject to such terms
and conditions as the Plan Administrator may deem appropriate.

E.First Refusal Rights. Until such time as the Common
Stock is first registered under Section 12 of the 1934 Act, the Corporation
shall have the right of first refusal with respect to any proposed disposition
by the Recipient (or any successor in interest) of any shares of Common Stock
issued under the Plan. Such right of first refusal shall be exercisable in
accordance with the terms established by the Plan Administrator and set forth in
the document evidencing such right.


II.	CORPORATE TRANSACTION

A.Any restricted stock unit at the time of a Corporate Transaction may be
assumed by the successor entity or otherwise continued in full force and effect
or may be replaced with a cash incentive program of the successor entity which
preserves the Fair Market Value of the shares related to the unvested restricted
stock units at the time of the Corporate Transaction and provides for subsequent
payout of that value in accordance with the vesting schedule applicable to the
award of restricted stock units. In the event of such assumption or continuation
of the restricted stock units or such replacement of the restricted stock units
with a cash incentive program, no accelerated vesting of the restricted stock
units shall occur at the time of the Corporate Transaction.

B.In the event an award of restricted stock units is assumed or otherwise
continued in effect, the restricted stock units subject to the award shall be
adjusted immediately after the consummation of the Corporate Transaction so as
to apply to the number and class of securities into which the shares subject to
the award of restricted stock units immediately prior to the Corporate
Transaction would have been converted in consummation of that Corporate
Transaction had those shares actually been issued and outstanding at that time.
To the extent the actual holders of the outstanding Common Stock receive cash
consideration for their Common Stock in consummation of the Corporate
Transaction, the successor corporation (or parent entity) may, in connection
with the assumption or continuation of the restricted stock units subject to the
award of restricted stock units at that time, substitute shares of its own
common stock with a fair market value equivalent to the cash consideration paid
per share of Common Stock in the Corporate Transaction, provided such common
stock is readily tradable on an established U.S. securities exchange or market.

C.If an award of restricted stock units at the time of the Corporate
Transaction are not assumed or otherwise continued in effect or replaced with a
cash incentive program, then the award of restricted stock units will vest
immediately prior to the closing of the Corporate Transaction. The shares
subject to the vested award of restricted stock units will be issued immediately
upon such vesting (or otherwise converted into the right to receive the same
consideration per share of Common Stock payable to the other stockholders of the
Corporation in consummation of that Corporate Transaction), subject to the
Corporation’s collection of any applicable tax liability set forth in an RSU
Issuance Agreement.

D.The grant of restricted stock units under the Plan shall in no way affect
the right of the Corporation to adjust, reclassify, reorganize or otherwise
change its capital or business structure or to merge, consolidate, dissolve,
liquidate or sell or transfer all or any part of its business or assets.


III.	CANCELLATION AND REGRANT OF RESTRICTED STOCK UNITS

The Plan Administrator shall have the authority to effect, at any time and
from time to time, with the consent of the affected holders of restricted stock
units, the cancellation of any or all outstanding restricted stock units under
the Plan and to grant in substitution therefor new restricted stock units
covering the same or different number of shares of Common Stock, subject to
satisfying the requirements of Section 409A of the Code (or any successor) and
any regulations or rulings promulgated thereunder.

ARTICLE FIVE

MISCELLANEOUS


I.	FINANCING

The Plan Administrator may permit any Optionee or Participant to pay the
option exercise price under the Option Grant Program or the purchase price for
shares issued under the Stock Issuance Program by delivering a full-recourse,
interest bearing promissory note payable in one or more installments and secured
by the purchased shares. In no event, however, may the maximum credit available
to the Optionee or Participant exceed the sum of (i) the aggregate option
exercise price or purchase price payable for the purchased shares (less the par
value of those shares) plus (ii) any Federal, state and local income and
employment tax liability incurred by the Optionee or the Participant in
connection with the option exercise or share purchase.


II.	EFFECTIVE DATE AND TERM OF PLAN

A.The Plan shall become effective when adopted by the Board, but no option
granted under the Plan may be exercised, no restricted stock unit granted under
the Plan may be settled, and no shares shall be issued under the Plan, until the
Plan is approved by the Corporation’s stockholders. If such stockholder approval
is not obtained within twelve (12) months after the date of the Board’s adoption
of the Plan, then all options and/or restricted stock units previously granted
under the Plan shall terminate and cease to be outstanding, and no further
options or restricted stock units shall be granted and no shares shall be issued
under the Plan. Subject to such limitation, the Plan Administrator may grant
options, restricted stock units and issue shares under the Plan at any time
after the effective date of the Plan and before the date fixed herein for
termination of the Plan.

B.The Plan shall terminate upon the earliest of (i) the expiration of
the ten (10)-year period measured from the date the Plan is adopted by the
Board, (ii) the date on which all shares available for issuance under the Plan
shall have been issued as vested shares or (iii) the termination of all
outstanding options and restricted stock units in connection with a Corporate
Transaction. All options, restricted stock units and unvested stock issuances
outstanding at the time of a clause (i) termination event shall continue to have
full force and effect in accordance with the provisions of the documents
evidencing those options, restricted stock units or issuances.


III.	AMENDMENT OF THE PLAN

The Board shall have complete and exclusive power and authority to amend or
modify the Plan in any or all respects. However, no such amendment or
modification shall adversely affect the rights and obligations with respect to
options, restricted stock units or unvested stock issuances at the time
outstanding under the Plan unless the Optionee, the Recipient or the Participant
consents to such amendment or modification. In addition, certain amendments may
require stockholder approval pursuant to applicable laws and regulations.


IV.	USE OF PROCEEDS

Any cash proceeds received by the Corporation from the sale of shares of
Common Stock under the Plan shall be used for general corporate purposes.


V.	WITHHOLDING

The Corporation’s obligation to deliver shares of Common Stock upon the
exercise of any options granted under the Plan, upon the settlement of any
restricted stock units granted under the Plan or upon the issuance or vesting of
any shares issued under the Plan shall be subject to the satisfaction of all
applicable Federal, state and local income and employment tax withholding
requirements.


VI.	REGULATORY APPROVALS

The implementation of the Plan, the granting of any options under the Plan,
the granting of any restricted stock units under the Plan, and the issuance of
any shares of Common Stock (i) upon the exercise of any option, (ii) upon the
settlement of any restricted stock unit or (iii) under the Stock Issuance
Program shall be subject to the Corporation’s procurement of all approvals and
permits required by regulatory authorities having jurisdiction over the Plan,
the options granted under it, the restricted stock units granted under it and
the shares of Common Stock issued pursuant to it.


VII.	NO EMPLOYMENT OR SERVICE RIGHTS

Nothing in the Plan shall confer upon the Optionee, the Recipient or the
Participant any right to continue in Service for any period of specific duration
or interfere with or otherwise restrict in any way the rights of the Corporation
(or any Parent or Subsidiary employing or retaining such person) or of the
Optionee, the Recipient or the Participant, which rights are hereby expressly
reserved by each, to terminate such person’s Service at any time for any reason,
with or without cause.

APPENDIX

The following definitions shall be in effect under the Plan:

A.Board shall mean the Corporation’s Board of
Directors.

B.Code shall mean the Internal Revenue Code of 1986,
as amended.

C.Committee shall mean a committee of one (1) or more
Board members appointed by the Board to exercise one or more administrative
functions under the Plan.

D.Common Stock shall mean the Corporation’s common
stock.

E.Corporate Transaction shall mean, except to the
extent specifically set forth in an RSU Issuance Agreement, either of the
following stockholder-approved transactions to which the Corporation is a party:

(i)a merger or consolidation in which securities possessing more than fifty
percent (50%) of the total combined voting power of the Corporation’s
outstanding securities are transferred to a person or persons different from the
persons holding those securities immediately prior to such transaction,

(ii)the sale, transfer or other disposition of all or substantially all of
the Corporation’s assets in complete liquidation or dissolution of the
Corporation, or

(iii)the acquisition of all or a majority of the outstanding voting stock of
the Corporation in a single transaction or a series of related transactions by a
person or a group of persons (provided that the Corporation’s initial public
offering, any subsequent public offering or another capital raise event shall
not constitute a “Corporate Transaction”).

F.Corporation shall mean FlashSoft Corporation, a
Delaware corporation, and any successor corporation to all or substantially all
of the assets or voting stock of FlashSoft Corporation which shall by
appropriate action adopt the Plan.

G.Disability shall mean the inability of the
Optionee, the Recipient or the Participant to engage in any substantial gainful
activity by reason of any medically determinable physical or mental impairment
and shall be determined by the Plan Administrator on the basis of such medical
evidence as the Plan Administrator deems warranted under the circumstances.

H.Employee shall mean an individual who is in the
employ of the Corporation (or any Parent or Subsidiary), subject to the control
and direction of the employer entity as to both the work to be performed and the
manner and method of performance.

I.Exercise Date shall mean the date on which the
Corporation shall have received written notice of the option exercise.

J.Fair Market Value per share of Common Stock on any
relevant date shall be determined in accordance with the following provisions:

(i)If the Common Stock is at the time traded on the NASDAQ National Market,
then the Fair Market Value shall be the closing selling price per share of
Common Stock on the date in question, as such price is reported by the National
Association of Securities Dealers on the NASDAQ National Market and published in
The Wall Street Journal. If there is no closing selling price for the
Common Stock on the date in question, then the Fair Market Value shall be the
closing selling price on the last preceding date for which such quotation
exists.

(ii)If the Common Stock is at the time listed on any Stock Exchange, then the
Fair Market Value shall be the closing selling price per share of Common Stock
on the date in question on the Stock Exchange determined by the Plan
Administrator to be the primary market for the Common Stock, as such price is
officially quoted in the composite tape of transactions on such exchange and
published in The Wall

Street Journal. If there is no closing selling price for the Common
Stock on the date in question, then the Fair Market Value shall be the closing
selling price on the last preceding date for which such quotation exists.

(iii)If the Common Stock is at the time neither listed on any Stock Exchange
nor traded on the NASDAQ National Market, then the Fair Market Value shall be
determined by the Plan Administrator based on a reasonable application of a
reasonable valuation not inconsistent with Code Section 409.

K.Incentive Option shall mean an option which
satisfies the requirements of Code Section 422.

L.Involuntary Termination shall mean the termination
of the Service of any individual which occurs by reason of:

(i)such individual’s involuntary dismissal or discharge by the Corporation
for reasons other than Misconduct, or

(ii)such individual’s voluntary resignation following (A) a change in his or
her position with the Corporation which materially reduces his or her duties and
responsibilities or the level of management to which he or she reports, (B) a
reduction in his or her level of compensation (including base salary, fringe
benefits and target bonus under any corporate-performance based bonus or
incentive programs) by more than fifteen percent (15%) or (C) a relocation of
such individual’s place of employment by more than fifty (50) miles, provided
and only if such change, reduction or relocation is effected without the
individual’s consent.

M.Misconduct shall mean the commission of any act of
fraud, embezzlement or dishonesty by the Optionee, the Recipient or Participant,
any unauthorized use or disclosure by such person of confidential information or
trade secrets of the Corporation (or any Parent or Subsidiary), or any other
intentional misconduct by such person adversely affecting the business or
affairs of the Corporation (or any Parent or Subsidiary) in a material manner.
The foregoing definition shall not in any way preclude or restrict the right of
the Corporation (or any Parent or Subsidiary) to discharge or dismiss any
Optionee, Recipient, Participant or other person in the Service of the
Corporation (or any Parent or Subsidiary) for any other acts or omissions, but
such other acts or omissions shall not be deemed, for purposes of the Plan, to
constitute grounds for termination for Misconduct.

N.1934 Act shall mean the Securities Exchange Act of
1934, as amended.

O.Non-Statutory Option shall mean an option not
intended to satisfy the requirements of Code Section 422.

P.Option Grant Program shall mean the option grant
program in effect under the Plan.

Q.Optionee shall mean any person to whom an option is
granted under the Plan.

R.Parent shall mean any corporation (other than the
Corporation) in an unbroken chain of corporations ending with the Corporation,
provided each corporation in the unbroken chain (other than the Corporation)
owns, at the time of the determination, 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.

S.Participant shall mean any person who is issued
shares of Common Stock under the Stock Issuance Program.

T.Plan shall mean the Corporation’s Amended and
Restated 2011 Equity Plan, as set forth in this document.

U.Plan Administrator shall mean either the Board or
the Committee acting in its capacity as administrator of the Plan.

V.Recipient shall mean any person to whom a
restricted stock unit is granted under the Plan.

W.RSU Issuance Agreement shall mean the agreement
entered into by the Corporation and the Recipient at the time of grant of
restricted stock units under the RSU Grant Program.

X.RSU Grant Program shall mean the restricted stock
unit grant program in effect under the Plan.

Y.Service shall mean the provision of services to the
Corporation (or any Parent or Subsidiary) by a person in the capacity of an
Employee, a non-employee member of the board of directors or a consultant or
independent advisor, except to the extent otherwise specifically provided in the
documents evidencing the option grant or the restricted stock unit grant.

Z.Stock Exchange shall mean either the American Stock
Exchange or the New York Stock Exchange.

AA.Stock Issuance Agreement shall mean the agreement
entered into by the Corporation and the Participant at the time of issuance of
shares of Common Stock under the Stock Issuance Program.

BB. Stock Issuance Program shall mean the stock
issuance program in effect under the Plan.

CC. Subsidiary shall mean any corporation (other than
the Corporation) in an unbroken chain of corporations beginning with the
Corporation, provided each corporation (other than the last corporation) in the
unbroken chain owns, at the time of the determination, 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.

DD. 10% Stockholder shall mean the owner of stock (as
determined under Code Section 424(d)) possessing more than ten percent (10%) of
the total combined voting power of all classes of stock of the Corporation (or
any Parent or Subsidiary).

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