Google 2010 Amended 2004 Stock Plan

GOOGLE INC.

2004 STOCK PLAN

As amended on June 21, 2004

As further amended on May 12, 2005

As further amended on May 11, 2006

As further amended on January 30, 2007

As further amended on May 10, 2007

As further amended on May 8, 2008

As further amended on October 15, 2008

As further amended on May 7, 2009

As further amended on May 13, 2010

1. Purposes of the Plan. The purposes of this Plan are:

to attract and retain the best available personnel for positions
of substantial responsibility,

to provide additional incentive to Employees, Directors and
Consultants, and

to promote the success of the Company153s business.

The Plan permits the grant of Incentive Stock Options, Nonstatutory Stock
Options, Restricted Stock, Stock Appreciation Rights, Restricted Stock Units,
Performance Units, Performance Shares and Other Stock Based Awards.

2. Definitions. As used herein, the following definitions will apply:

(a) “Administrator” means the Board or any of its Committees as will
be administering the Plan, in accordance with Section 4 of the Plan.

(b) “Annual Revenue” means the Company153s or a business unit153s net
sales for the Fiscal Year, determined in accordance with generally accepted
accounting principles; provided, however, that prior to the Fiscal Year, the
Committee shall determine whether any significant item(s) shall be excluded or
included from the calculation of Annual Revenue with respect to one or more
Participants.

(c) “Applicable Laws” means the requirements relating to the
administration of equity-based awards or equity compensation plans under U.S.
state corporate laws, U.S. federal and state securities laws, the Code, any
stock exchange or quotation system on which the Common Stock is listed or quoted
and the applicable laws of any foreign country or jurisdiction where Awards are,
or will be, granted under the Plan.

(d) “Award” means, individually or collectively, a grant under the
Plan of Options, SARs, Restricted Stock, Restricted Stock Units, Performance
Units, Performance Shares or Other Stock Based Awards.

(e) “Award Agreement” means the written or electronic agreement
setting forth the terms and provisions applicable to each Award granted under
the Plan. The Award Agreement is subject to the terms and conditions of the
Plan.

(f) “Award Transfer Program” means any program instituted by the
Administrator which would permit Participants the opportunity to transfer any
outstanding Awards to a financial institution or other person or entity selected
by the Administrator.

(g) “Awarded Stock” means the Common Stock subject to an Award.

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(i) 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
fifty percent (50%) or more of the total voting power represented by the
Company153s then outstanding voting securities and within three (3) years from the
date of such acquisition, a merger or consolidation of the Company with or into
the person (or affiliate thereof) holding such beneficial ownership of
securities of the Company is consummated; or

(ii) The consummation of the sale or disposition by the Company of all or
substantially all of the Company153s assets;

(iii) A change in the composition of the Board occurring within a two-year
period, as a result of which fewer than a majority of the directors are
Incumbent Directors. “Incumbent Directors” means directors who either (A) are
Directors as of the effective date of the Plan, or (B) are elected, or nominated
for election, to the Board with the affirmative votes of at least a majority of
the Incumbent Directors at the time of such election or nomination (but will not
include an individual whose election or nomination is in connection with an
actual or threatened proxy contest relating to the election of directors to the
Company); or

(iv) 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.

For purposes of this Section, “affiliate” will mean, with respect to any
specified person, any other person that directly or indirectly, through one or
more intermediaries, controls, is controlled by, or is under common control
with, such specified person (“control,” “controlled by” and “under common
control with” will mean the possession, directly or indirectly, of the power to
direct or cause the direction of the management and policies of a person,
whether through ownership of voting securities, by contact or credit
arrangement, as trustee or executor, or otherwise).

(k) “Code” means the Internal Revenue Code of 1986, as amended.
Any reference to a section of the Code herein will be a reference to any
successor or amended section of the Code.

(l) “Committee” means a committee of Directors or other individuals
satisfying Applicable Laws appointed by the Board in accordance with Section 4
of the Plan.

(m) “Common Stock” means the Class A Common Stock of the Company, or
in the case of Performance Units and certain Other Stock Based Awards, the cash
equivalent thereof.

(n) “Company” means Google Inc., a Delaware corporation, or any
successor thereto.

(o) “Consultant” means any person, including an advisor, engaged by
the Company or a Parent or Subsidiary to render services to such entity.

(p) “Controllable Profits” means as to any Plan Year, a business
unit153s Annual Revenue minus (a) cost of sales, (b) research,
development, and engineering expense, (c) marketing and sales expense,
(d) general and administrative expense, (e) extended receivables expense, and
(f) shipping requirement deviation expense.

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(s) “Disability” means total and permanent disability as defined in
Section 22(e)(3) of the Code, provided that in the case of Awards other than
Incentive Stock Options, the Administrator in its discretion may determine
whether a permanent and total disability exists in accordance with uniform and
non-discriminatory standards adopted by the Administrator from time to time.

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

(u) “Earnings Per Share” means as to any Fiscal Year, the Company153s or
a business unit153s Net Income, divided by a weighted average number of common
shares outstanding and dilutive common equivalent shares deemed outstanding,
determined in accordance with generally accepted accounting principles.

(v) “Employee” means any person, including Officers and Directors,
employed by the Company or any Parent or Subsidiary of the Company. Neither
service as a Director nor payment of a director153s fee by the Company will be
sufficient to constitute “employment” by the Company.

(w) “Exchange Act” means the Securities Exchange Act of 1934, as
amended.

(x) “Exchange Program” means a program under which (i) outstanding
Awards are surrendered or cancelled in exchange for Awards of the same type
(which may have lower exercise prices and different terms), Awards of a
different type, and/or cash, and/or (ii) the exercise price of an outstanding
Award is reduced. The terms and conditions of any Exchange Program will be
determined by the Administrator in its sole discretion.

(y) “Fair Market Value” means, as of any date and unless the
Administrator determines otherwise, the value of Common Stock determined as
follows:

(i) If the Common Stock is listed on any established stock exchange or a
national market system, including without limitation the Nasdaq National Market
or The Nasdaq SmallCap Market of The Nasdaq Stock Market, its Fair Market Value
will be the closing sales price for such stock (or the closing bid, if no sales
were reported) as quoted on such exchange or system for the day of
determination, as reported in The Wall Street Journal or such other
source as the Administrator deems reliable;

(ii) If the Common Stock is regularly quoted by a recognized securities
dealer but selling prices are not reported, the Fair Market Value of a Share of
Common Stock will be the mean between the high bid and low asked prices for the
Common Stock for the day of determination, as reported in The Wall Street
Journal or such other source as the Administrator deems reliable; or

(iii) In the absence of an established market for the Common Stock, the Fair
Market Value will be determined in good faith by the Administrator.

(iv) Notwithstanding the preceding, for federal, state, and local income tax
reporting purposes and for such other purposes as the Administrator deems
appropriate, the Fair Market Value shall be determined by the Administrator in
accordance with uniform and nondiscriminatory standards adopted by it from time
to time.

(z) “Fiscal Year” means the fiscal year of the Company.

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(cc) “Net Income” means as to any Fiscal Year, the income after taxes
of the Company for the Fiscal Year determined in accordance with generally
accepted accounting principles, provided that prior to the Fiscal Year, the
Committee shall determine whether any significant item(s) shall be included or
excluded from the calculation of Net Income with respect to one or more
Participants.

(dd) “New Orders” means as to any Plan Year, the firm orders for a
system, product, part, or service that are being recorded for the first time as
defined in the Company153s Order Recognition Policy.

(ee) “Nonstatutory Stock Option” means an Option that by its terms
does not qualify or is not intended to qualify as an Incentive Stock Option.

(ff) “Officer” means a person who is an officer of the Company within
the meaning of Section 16 of the Exchange Act and the rules and regulations
promulgated thereunder.

(gg) “Operating Cash Flow” means the Company153s or a business unit153s
sum of Net Income plus depreciation and amortization less capital expenditures
plus changes in working capital comprised of accounts receivable, inventories,
other current assets, trade accounts payable, accrued expenses, product
warranty, advance payments from customers and long-term accrued expenses,
determined in accordance with generally acceptable accounting principles.

(hh) “Operating Income” means the Company153s or a business unit153s
income from operations but excluding any unusual items, determined in accordance
with generally accepted accounting principles.

(ii) “Option” means a stock option granted pursuant to the Plan.

(jj) “Other Stock Based Awards” means any other awards not
specifically described in the Plan that are valued in whole or in part by
reference to, or are otherwise based on, Shares and are created by the
Administrator pursuant to Section 12.

(kk) “Outside Director” means a Director who is not an Employee.

(ll) “Parent” means a “parent corporation,” whether now or hereafter
existing, as defined in Section 424(e) of the Code.

(mm) “Participant” means the holder of an outstanding Award granted
under the Plan.

(nn) “Performance Goals” means the goal(s) (or combined goal(s))
determined by the Committee (in its discretion) to be applicable to a
Participant with respect to an Award. As determined by the Committee, the
Performance Goals applicable to an Award may provide for a targeted level or
levels of achievement using one or more of the following measures: (a) Annual
Revenue, (b) Cash Position, (c) Controllable Profits, (d) Customer Satisfaction
MBOs, (e) Earnings Per Share, (f) Individual Objectives, (g) Net Income, (h) New
Orders (i) Operating Cash Flow, (j) Operating Income, (k) Return on Assets,
(l) Return on Equity, (m) Return on Sales, and (n) Total Shareholder Return. The
Performance Goals may differ from Participant to Participant and from Award to
Award. Any criteria used may be measured, as applicable, in absolute or relative
terms (including passage of time and/or against another company or companies),
on a per share basis, against the performance of the Company as a whole or any
segment of the Company, and on a pre-tax or after-tax basis.

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(qq) “Period of Restriction” means the period during which the
transfer of Shares of Restricted Stock are subject to restrictions and
therefore, the Shares are subject to a substantial risk of forfeiture. Such
restrictions may be based on the passage of time, the achievement of target
levels of performance, or the occurrence of other events as determined by the
Administrator.

(rr) “Plan” means this 2004 Stock Plan.

(ss) “Restricted Stock” means shares of Common Stock issued pursuant
to a Restricted Stock award under Section 8, Section 11 or Section 12 of the
Plan or issued pursuant to the early exercise of an Option.

(tt) “Restricted Stock Unit” means an Award that the Administrator
permits to be paid in installments or on a deferred basis pursuant to Section 11
of the Plan.

(uu) “Return on Assets” means the percentage equal to the Company153s or
a business unit153s Operating Income before incentive compensation, divided by
average net Company or business unit, as applicable, assets, determined in
accordance with generally accepted accounting principles.

(vv) “Return on Equity” means the percentage equal to the Company153s
Net Income divided by average stockholder153s equity, determined in accordance
with generally accepted accounting principles.

(ww) “Return on Sales” means the percentage equal to the Company153s or
a business unit153s Operating Income before incentive compensation, divided by the
Company153s or the business unit153s, as applicable, revenue, determined in
accordance with generally accepted accounting principles.

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

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

(zz) “Service Provider” means an Employee, Director or Consultant.

(aaa) “Share” means a share of the Common Stock, as adjusted in
accordance with Section 15 of the Plan.

(bbb) “Stock Appreciation Right” or “SAR” means an Award,
granted alone or in connection with an Option, that pursuant to Section 9 of the
Plan is designated as a SAR.

(ccc) “Subsidiary” means a “subsidiary corporation”, whether now or
hereafter existing, as defined in Section 424(f) of the Code.

(ddd) “Total Shareholder Return” means the total return (change in
share price plus reinvestment of any dividends) of a Share.

(eee) “Unvested Awards” means Options or Restricted Stock that
(i) were granted to an individual in connection with such individual153s position
as a Service Provider and (ii) are still subject to vesting or lapsing of
Company repurchase rights or similar restrictions.

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(a) Stock Subject to the Plan. Subject to the provisions of Section 15
of the Plan, the maximum aggregate number of Shares that may be issued under the
Plan is 45,431,660. The Shares may be authorized, but unissued, or reacquired
Common Stock. Shares shall not be deemed to have been issued pursuant to the
Plan (i) with respect to any portion of an Award that is settled in cash, or
(ii) to the extent such Shares are withheld in satisfaction of tax withholding
obligations. Upon payment in Shares pursuant to the exercise of an Award, the
number of Shares available for issuance under the Plan shall be reduced only by
the number of Shares actually issued in such payment. If a Participant pays the
exercise price (or purchase price, if applicable) of an Award through the tender
of Shares, the number of Shares so tendered shall again be available for
issuance pursuant to future Awards under the Plan. Notwithstanding anything in
the Plan, or any Award Agreement to the contrary, Shares attributable to Awards
transferred under any Award Transfer Program shall not be again available for
grant under the Plan.

(b) Lapsed Awards. If any outstanding Award expires or is terminated
or canceled without having been exercised or settled in full, or if Shares
acquired pursuant to an Award subject to forfeiture or repurchase are forfeited
or repurchased by the Company, the Shares allocable to the terminated portion of
such Award or such forfeited or repurchased Shares shall again be available for
grant under the Plan.

4. Administration of the Plan.

(a) Procedure.

(i) Multiple Administrative Bodies. Different Committees with respect
to different groups of Service Providers may administer the Plan.

(ii) Section 162(m). To the extent that the Administrator determines
it to be desirable and necessary to qualify Awards granted hereunder as
“performance-based compensation” within the meaning of Section 162(m) of the
Code, the Plan will be administered by a Committee of two or more “outside
directors” within the meaning of Section 162(m) of the Code.

(iii) Rule 16b-3. To the extent desirable to qualify transactions
hereunder as exempt under Rule 16b-3, the transactions contemplated hereunder
will be structured to satisfy the requirements for exemption under Rule 16b-3.

(iv) Other Administration. Other than as provided above, the Plan will
be administered by (A) the Board or (B) a Committee, which committee will be
constituted to satisfy Applicable Laws.

(v) Delegation of Authority for Day-to-Day Administration. Except to
the extent prohibited by Applicable Law, the Administrator may delegate to one
or more individuals the day-to-day administration of the Plan and any of the
functions assigned to it in this Plan. Such delegation may be revoked at any
time.

(b) Powers of the Administrator. Subject to the provisions of the
Plan, and in the case of a Committee, subject to the specific duties delegated
by the Board to such Committee, the Administrator will have the authority, in
its discretion:

(i) to determine the Fair Market Value;

(ii) to select the Service Providers to whom Awards may be granted hereunder;

(iii) to determine the number of Shares to be covered by each Award granted
hereunder;

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(v) to determine the 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 be
exercised (which may be based on performance criteria), any vesting acceleration
or waiver of forfeiture or repurchase restrictions, and any restriction or
limitation regarding any Award or the Shares relating thereto, based in each
case on such factors as the Administrator, in its sole discretion, will
determine;

(vi) to reduce the exercise price of any Award to the then current Fair
Market Value if the Fair Market Value of the Common Stock covered by such Award
shall have declined since the date the Award was granted;

(vii) to institute an Exchange Program;

(viii) to construe and interpret the terms of the Plan and Awards granted
pursuant to the Plan;

(ix) to prescribe, amend and rescind rules and regulations relating to the
Plan, including rules and regulations relating to sub-plans established for the
purpose of satisfying applicable foreign laws and/or qualifying for preferred
tax treatment under applicable foreign tax laws;

(x) to modify or amend each Award (subject to Section 18(c) of the Plan),
including the discretionary authority to extend the post-termination
exercisability period of Awards longer than is otherwise provided for in the
Plan;

(xi) to allow Participants to satisfy withholding tax obligations by electing
to have the Company withhold from the Shares or cash to be issued upon exercise
or vesting of an Award that number of Shares or cash having a Fair Market Value
equal to the minimum amount required to be withheld. The Fair Market Value of
any Shares to be withheld will be determined on the date that the amount of tax
to be withheld is to be determined. All elections by a Participant to have
Shares or cash withheld for this purpose will be made in such form and under
such conditions as the Administrator may deem necessary or advisable;

(xii) to authorize any person to execute on behalf of the Company any
instrument required to effect the grant of an Award previously granted by the
Administrator;

(xiii) to allow a Participant to defer the receipt of the payment of cash or
the delivery of Shares that would otherwise be due to such Participant under an
Award;

(xiv) to implement an Award Transfer Program;

(xv) to determine whether Awards will be settled in Shares, cash or in any
combination thereof;

(xvi) to determine whether Awards will be adjusted for Dividend Equivalents;

(xvii) to create Other Stock Based Awards for issuance under the Plan;

(xviii) to establish a program whereby Service Providers designated by the
Administrator can reduce compensation otherwise payable in cash in exchange for
Awards under the Plan;

(xix) to impose such restrictions, conditions or limitations as it determines
appropriate as to the timing and manner of any resales by a Participant or other
subsequent transfers by the Participant of any Shares issued as a result of or
under an Award, including without limitation, (A) restrictions under an insider
trading policy, and (B) restrictions as to the use of a specified brokerage firm
for such resales or other transfers; and

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(a) ISO $100,000 Rule. Each Option will be designated in the Award
Agreement as either an Incentive Stock Option or a Nonstatutory Stock Option.
However, notwithstanding such designation, to the extent that the aggregate Fair
Market Value of the Shares with respect to which Incentive Stock Options 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 $100,000,
such Options will be treated as Nonstatutory Stock Options. For purposes of this
Section 6(a), Incentive Stock Options 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.

(b) No Rights as a Service Provider. Neither the Plan nor any Award
shall confer upon a Participant any right with respect to continuing his or her
relationship as a Service Provider, nor shall they interfere in any way with the
right of the Participant or the right of the Company or its Parent or
Subsidiaries to terminate such relationship at any time, with or without cause.

(i) Option and SAR Share Annual Limit. No Service Provider will be
granted, in any Fiscal Year, Options and/or SARs to purchase more than 1,000,000
Shares.

(ii) Restricted Stock, Restricted Stock Units, Performance Units and
Performance Shares Annual Limit. No Service Provider will be granted, in any
Fiscal Year, Restricted Stock, Restricted Stock Units, Performance Units and/or
Performance Shares to purchase more than 500,000 Shares.

(iii) Section 162(m) Performance Restrictions. For purposes of
qualifying grants of Restricted Stock, Restricted Stock Units, Performance
Shares or Performance Units as “performance-based compensation” under
Section 162(m) of the Code, the Administrator, in its discretion, may set
restrictions based upon the achievement of Performance Goals. The Performance
Goals shall be set by the Administrator on or before the latest date permissible
to enable the Restricted Stock Units, Restricted Stock, Performance Shares or
Performance Units to qualify as “performance-based compensation” under
Section 162(m) of the Code. In granting Restricted Stock Units, Restricted
Stock, Performance Shares or Performance Units which are intended to qualify
under Section 162(m) of the Code, the Administrator shall follow any procedures
determined by it from time to time to be necessary or appropriate to ensure
qualification of the Award under Section 162(m) of the Code (e.g., in
determining the Performance Goals).

(iv) The foregoing limitations will be adjusted proportionately in connection
with any change in the Company153s capitalization as described in Section 15 of
the Plan.

(v) If an Award is cancelled in the same Fiscal Year in which it was granted
(other than in connection with a transaction described in Section 15 of the
Plan), the cancelled Award will be counted against the limits set forth in
subsections (i) and (ii) above. For this purpose, if the exercise price of an
Option is reduced, the transaction will be treated as a cancellation of the
Option and the grant of a new Option.

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(a) Term of Option. The term of each Option will be stated in the
Award Agreement. In the case of an Incentive Stock Option, the term will be ten
(10) years from the date of grant or such shorter term as may be provided in the
Award Agreement. Moreover, in the case of an Incentive Stock Option granted to a
Participant who, at the time the Incentive Stock Option is granted, owns stock
representing more than ten percent (10%) of the total combined voting power of
all classes of stock of the Company or any Parent or Subsidiary, the term of the
Incentive Stock Option will be five (5) years from the date of grant or such
shorter term as may be provided in the Award Agreement.

(b) Option Exercise Price and Consideration.

(i) Exercise Price. The per Share exercise price for the Shares to be
issued pursuant to exercise of an Option will be determined by the
Administrator, subject to the following:

(1) In the case of an Incentive Stock Option

(A) granted to an Employee who, at the time the Incentive Stock Option is
granted, owns stock representing more than ten percent (10%) of the voting power
of all classes of stock of the Company or any Parent or Subsidiary, the per
Share exercise price will be no less than 110% of the Fair Market Value per
Share on the date of grant.

(B) granted to any Employee other than an Employee described in paragraph
(A) immediately above, the per Share exercise price will be no less than 100% of
the Fair Market Value per Share on the date of grant.

(2) In the case of a Nonstatutory Stock Option, the per Share exercise price
will be determined by the Administrator. In the case of a Nonstatutory Stock
Option intended to qualify as “performance-based compensation” within the
meaning of Section 162(m) of the Code, the per Share exercise price will be no
less than 100% of the Fair Market Value per Share on the date of grant.

(3) Notwithstanding the foregoing, Incentive Stock Options may be granted
with a per Share exercise price of less than 100% of the Fair Market Value per
Share on the date of grant pursuant to a merger or other corporate transaction.

(ii) Waiting Period and Exercise Dates. At the time an Option is
granted, the Administrator will fix the period within which the Option may be
exercised and will determine any conditions that must be satisfied before the
Option may be exercised.

(c) Form of Consideration. The Administrator will determine the
acceptable form of consideration for exercising an Option, including the method
of payment. In the case of an Incentive Stock Option, the Administrator will
determine the acceptable form of consideration at the time of grant. Such
consideration to the extent permitted by Applicable Laws may consist entirely
of:

(i) cash;

(ii) check;

(iii) promissory note;

(iv) other Shares which meet the conditions established by the Administrator
to avoid adverse accounting consequences (as determined by the Administrator);

(v) consideration received by the Company under a cashless exercise program
implemented by the Company in connection with the Plan;

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(i) Procedure for Exercise; Rights as a Stockholder. Any Option
granted hereunder will be exercisable according to the terms of the Plan and at
such times and under such conditions as determined by the Administrator 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: (x) written or
electronic notice of exercise (in accordance with the Award Agreement) from the
person entitled to exercise the Option, and (y) full payment for the Shares with
respect to which the Option is exercised. Full payment may consist of any
consideration and method of payment authorized by the Administrator 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 or, if requested by the
Participant, in the name of the Participant and his or her spouse. 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 Awarded Stock, 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 15 of the Plan or the applicable Award Agreement.

Exercising an Option in any manner will decrease the number of Shares
thereafter available for sale under the Option, by the number of Shares as to
which the Option is exercised.

(ii) Termination of Relationship as a Service Provider. If a
Participant ceases to be a Service Provider, other than upon the Participant153s
death or Disability, the Participant may exercise his or her Option within such
period of time as is specified in the Award Agreement to the extent that the
Option is vested on the date of termination (but in no event later than the
expiration of the term of such Option as set forth in the Award Agreement). In
the absence of a specified time in the Award Agreement, the Option will remain
exercisable for three (3) months following the Participant153s termination. Unless
otherwise provided by the Administrator, if on the date of termination the
Participant is not vested as to his or her entire Option, the Shares covered by
the unvested portion of the Option will revert to the Plan on the date one
(1) month following the Participant153s termination. If after termination the
Participant does not exercise his or her Option within the time specified by the
Administrator, the Option will terminate, and the Shares covered by such Option
will revert to the Plan.

(iii) Disability of Participant. If a Participant ceases to be a
Service Provider as a result of the Participant153s Disability, the Participant
may exercise his or her Option within such period of time as is specified in the
Award Agreement to the extent the Option is vested on the date of termination
(but in no event later than the expiration of the term of such Option as set
forth in the Award Agreement). In the absence of a specified time in the Award
Agreement, the Option will remain exercisable for twelve (12) months following
the Participant153s termination. Unless otherwise provided by the Administrator,
if on the date of termination the Participant is not vested as to his or her
entire Option, the Shares covered by the unvested portion of the Option will
revert to the Plan on the date one (1) month following the Participant153s
termination. If after termination the Participant does not exercise his or her
Option within the time specified herein, the Option will terminate, and the
Shares covered by such Option will revert to the Plan.

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(iv) Death of Participant. If a Participant dies while a Service
Provider, the Option may be exercised following the Participant153s death within
such period of time as is specified in the Award Agreement to the extent that
the Option is vested on the date of death, or to the extent it vests pursuant to
Section 23(a)(i) hereof (but in no event may the Option be exercised later than
the expiration of the term of such Option as set forth in the Award Agreement),
by the Participant153s designated beneficiary, provided such beneficiary has been
designated prior to Participant153s death in a form acceptable to the
Administrator. If no such beneficiary has been designated by the Participant,
then such Option may be exercised by the personal representative of the
Participant153s estate or by the person(s) to whom the Option is transferred
pursuant to the Participant153s will or in accordance with the laws of descent and
distribution. In the absence of a specified time in the Award Agreement, the
Option will remain exercisable for twelve (12) months following Participant153s
death. If the Option is not so exercised within the time specified herein, the
Option will terminate, and the Shares covered by such Option will revert to the
Plan.

(e) Buyout Provisions. The Administrator may at any time offer to buy
out for a payment in cash or Shares an Option previously granted based on such
terms and conditions as the Administrator shall establish and communicate to the
Participant at the time that such offer is made.

8. Restricted Stock.

(a) Grant of Restricted Stock. Subject to the terms and provisions of
the Plan, the Administrator, at any time and from time to time, may grant Shares
of Restricted Stock to Service Providers in such amounts as the Administrator,
in its sole discretion, will determine. Subject to Section 6(c)(ii) hereof, the
Administrator shall have complete discretion to determine (i) the number of
Shares subject to a Restricted Stock award granted to any Participant, and
(ii) the conditions that must be satisfied, which typically will be based
principally or solely on continued provision of services but may include a
performance-based component, upon which is conditioned the grant, vesting or
issuance of Restricted Stock.

(b) Restricted Stock Agreement. Each Award of Restricted Stock will be
evidenced by an Award Agreement that will specify the Period of Restriction, the
number of Shares granted, and such other terms and conditions as the
Administrator, in its sole discretion, will determine. Unless the Administrator
determines otherwise, Shares of Restricted Stock will be held by the Company as
escrow agent until the restrictions on such Shares have lapsed.

(c) Transferability. Except as provided in this Section 8, Shares of
Restricted Stock may not be sold, transferred, pledged, assigned, or otherwise
alienated or hypothecated until the end of the applicable Period of Restriction.

(d) Other Restrictions. The Administrator, in its sole discretion, may
impose such other restrictions on Shares of Restricted Stock as it may deem
advisable or appropriate.

(e) Removal of Restrictions. Except as otherwise provided in this
Section 8, Shares of Restricted Stock covered by each Restricted Stock grant
made under the Plan will be released from escrow as soon as practicable after
the last day of the Period of Restriction. The Administrator, in its discretion,
may accelerate the time at which any restrictions will lapse or be removed.

(f) Voting Rights. During the Period of Restriction, Service Providers
holding Shares of Restricted Stock granted hereunder may exercise full voting
rights with respect to those Shares, unless the Administrator determines
otherwise.

(g) Dividends and Other Distributions. During the Period of
Restriction, Service Providers holding Shares of Restricted Stock will be
entitled to receive all dividends and other distributions paid with respect to
such Shares unless otherwise provided in the Award Agreement. If any such
dividends or distributions are paid in Shares, the Shares will be subject to the
same restrictions on transferability and forfeitability as the Shares of
Restricted Stock with respect to which they were paid.

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(a) Grant of Performance Units/Shares. Subject to the terms and
conditions of the Plan, Performance Units and Performance Shares may be granted
to Service Providers at any time and from time to time, as will be determined by
the Administrator, in its sole discretion. Subject to Section 6(c)(ii), the
Administrator will have complete discretion in determining the number of
Performance Units and Performance Shares granted to each Participant.

(b) Value of Performance Units/Shares. Each Performance Unit will have
an initial value that is established by the Administrator on or before the date
of grant. Each Performance Share will have an initial value equal to the Fair
Market Value of a Share on the date of grant.

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(c) Performance Objectives and Other Terms. The Administrator will set
performance objectives in its discretion which, depending on the extent to which
they are met, will determine the number or value of Performance Units/Shares
that will be paid out to the Service Providers. The time period during which the
performance objectives must be met will be called the “Performance Period.” Each
Award of Performance Units/ Shares will be evidenced by an Award Agreement that
will specify the Performance Period, and such other terms and conditions as the
Administrator, in its sole discretion, will determine. The Administrator may set
performance objectives based upon the achievement of Company-wide, divisional,
or individual goals, applicable federal or state securities laws, or any other
basis determined by the Administrator in its discretion.

(d) Earning of Performance Units/Shares. After the applicable
Performance Period has ended, the holder of Performance Units/Shares will be
entitled to receive a payout of the number of Performance Units/Shares earned by
the Participant over the Performance Period, to be determined as a function of
the extent to which the corresponding performance objectives have been achieved.
After the grant of a Performance Unit/Share, the Administrator, in its sole
discretion, may reduce or waive any performance objectives for such Performance
Unit/Share.

(e) Form and Timing of Payment of Performance Units/Shares. Payment of
earned Performance Units/Shares will be made as soon after the expiration of the
applicable Performance Period at the time determined by the Administrator. The
Administrator, in its sole discretion, may pay earned Performance Units/Shares
in the form of cash, in Shares (which have an aggregate Fair Market Value equal
to the value of the earned Performance Units/Shares at the close of the
applicable Performance Period) or in a combination thereof.

(f) Cancellation of Performance Units/Shares. On the date set forth in
the Award Agreement, all unearned or unvested Performance Units/Shares will be
forfeited to the Company, and again will be available for grant under the Plan.

11. Restricted Stock Units. Restricted Stock Units shall consist of a
Restricted Stock, Performance Share or Performance Unit Award that the
Administrator, in its sole discretion permits to be paid out in installments or
on a deferred basis, in accordance with rules and procedures established by the
Administrator.

12. Other Stock Based Awards. Other Stock Based Awards may be granted
either alone, in addition to, or in tandem with, other Awards granted under the
Plan and/or cash awards made outside of the Plan. The Administrator shall have
authority to determine the Service Providers to whom and the time or times at
which Other Stock Based Awards shall be made, the amount of such Other Stock
Based Awards, and all other conditions of the Other Stock Based Awards including
any dividend and/or voting rights.

13. Leaves of Absence. Unless the Administrator provides otherwise,
vesting of Awards granted hereunder will be suspended during any unpaid leave of
absence and will resume on the date the Participant returns to work on a regular
schedule as determined by the Company; provided, however, that no vesting credit
will be awarded for the time vesting has been suspended during such leave of
absence. A Service Provider will not cease to be an Employee in the case of
(i) any leave of absence approved by the Company or (ii) transfers between
locations of the Company or between the Company, its Parent, or any Subsidiary.
For purposes of Incentive Stock Options, no such leave may exceed ninety
(90) days, unless reemployment upon expiration of such leave is guaranteed by
statute or contract. If reemployment upon expiration of a leave of absence
approved by the Company is not so guaranteed, then three months following the
91^stday of such leave any Incentive Stock Option held by the
Participant will cease to be treated as an Incentive Stock Option and will be
treated for tax purposes as a Nonstatutory Stock Option.

14. Non-Transferability of Awards. Unless determined otherwise by the
Administrator, 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 and may be exercised, during the lifetime of the
Participant, only by the Participant. If the Administrator makes an Award
transferable, such Award will contain such additional terms and conditions as
the Administrator deems appropriate.

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(a) Adjustments. In the event that any dividend (excluding an ordinary
dividend) or other distribution (whether in the form of cash, Shares, other
securities, or other property), recapitalization, stock split, reverse stock
split, reorganization, merger, consolidation, split-up, spin-off, combination,
repurchase, or exchange of Shares or other securities of the Company, or other
change in the corporate structure of the Company affecting the Shares occurs,
then the Administrator shall appropriately adjust the number and class of Shares
which may be delivered under the Plan, the 162(m) annual share issuance limits
under Section 6(c) of the Plan, and the number, class, and price of Shares
subject to outstanding Awards. Notwithstanding the preceding, the number of
Shares subject to any Award always shall be a whole number.

(b) Dissolution or Liquidation. In the event of the proposed
dissolution or liquidation of the Company, the Administrator will notify each
Participant as soon as practicable prior to the effective date of such proposed
transaction. The Administrator in its discretion may provide for a Participant
to have the right to exercise his or her Award, to the extent applicable, until
ten (10) days prior to such transaction as to all of the Awarded Stock covered
thereby, including Shares as to which the Award would not otherwise be
exercisable. In addition, the Administrator may provide that any Company
repurchase option or forfeiture rights applicable to any Award shall lapse 100%,
and that any Award vesting shall accelerate 100%, provided the proposed
dissolution or liquidation takes place at the time and in the manner
contemplated. To the extent it has not been previously exercised or vested, an
Award will terminate immediately prior to the consummation of such proposed
action.

(i) Stock Options and SARS. In the event of a merger or Change in
Control, each outstanding Option and SAR shall be assumed or an equivalent
option or SAR substituted by the successor corporation or a Parent or Subsidiary
of the successor corporation. With respect to Options and SARs granted to an
Outside Director that are assumed or substituted for, if immediately prior to or
after the merger or Change in Control the Participant153s status as a Director or
a director of the successor corporation, as applicable, is terminated other than
upon a voluntary resignation by the Participant, then the Participant shall
fully vest in and have the right to exercise such Options and SARs as to all of
the Awarded Stock, including Shares as to which it would not otherwise be vested
or exercisable. Unless determined otherwise by the Administrator, in the event
that the successor corporation refuses to assume or substitute for the Option or
SAR, the Participant shall fully vest in and have the right to exercise the
Option or SAR as to all of the Awarded Stock, including Shares as to which it
would not otherwise be vested or exercisable. If an Option or SAR is not assumed
or substituted in the event of a merger or Change in Control, the Administrator
shall notify the Participant in writing or electronically that the Option or SAR
shall be exercisable, to the extent vested, for a period of up to fifteen
(15) days from the date of such notice, and the Option or SAR shall terminate
upon the expiration of such period. For the purposes of this paragraph, the
Option or SAR shall be considered assumed if, following the merger or Change in
Control, the option or stock appreciation right confers the right to purchase or
receive, for each Share of Awarded Stock subject to the Option or SAR
immediately prior to the merger or Change in Control, the consideration (whether
stock, cash, or other securities or property) received in the merger or Change
in Control by holders of Common Stock for each Share held on the effective date
of the transaction (and if holders were offered a choice of consideration, the
type of consideration chosen by the holders of a majority of the outstanding
Shares); provided, however, that if such consideration received in the merger or
Change in Control is not solely common stock of the successor corporation or its
Parent, the Administrator may, with the consent of the successor corporation,
provide for the consideration to be received upon the exercise of the Option or
SAR, for each Share of Awarded Stock subject to the Option or SAR, to be solely
common stock of the successor corporation or its Parent equal in fair market
value to the per share consideration received by holders of Common Stock in the
merger or Change in Control. Notwithstanding anything herein to the contrary, an
Award that vests, is earned or paid-out upon the satisfaction of one or more
performance goals will not be considered assumed if the Company or its successor
modifies any of such performance goals without the Participant153s consent;
provided, however, a modification to such performance goals only to reflect the
successor corporation153s post-merger or post-Change in Control corporate
structure will not be deemed to invalidate an otherwise valid Award assumption.

A-14

(ii) Restricted Stock, Performance Shares, Performance Units, Restricted
Stock Units and Other Stock Based Awards. In the event of a merger or Change
in Control, each outstanding Restricted Stock, Performance Share, Performance
Unit, Other Stock Based Award and Restricted Stock Unit awards shall be assumed
or an equivalent Restricted Stock, Performance Share, Performance Unit, Other
Stock Based Award and Restricted Stock Unit award substituted by the successor
corporation or a Parent or Subsidiary of the successor corporation. With respect
to Awards granted to an Outside Director that are assumed or substituted for, if
immediately prior to or after the merger or Change in Control the Participant153s
status as a Director or a director of the successor corporation, as applicable,
is terminated other than upon a voluntary resignation by the Participant, then
the Participant shall fully vest in such Awards, including Shares as to which it
would not otherwise be vested. Unless determined otherwise by the Administrator,
in the event that the successor corporation refuses to assume or substitute for
the Restricted Stock, Performance Share, Performance Unit, Other Stock Based
Award or Restricted Stock Unit award, the Participant shall fully vest in the
Restricted Stock, Performance Share, Performance Unit, Other Stock Based Award
or Restricted Stock Unit including as to Shares which would not otherwise be
vested. For the purposes of this paragraph, a Restricted Stock, Performance
Share, Performance Unit, Other Stock Based Award and Restricted Stock Unit award
shall be considered assumed if, following the merger or Change in Control, the
award confers the right to purchase or receive, for each Share subject to the
Award immediately prior to the merger or Change in Control, the consideration
(whether stock, cash, or other securities or property) received in the merger or
Change in Control by holders of Common Stock for each Share held on the
effective date of the transaction (and if holders were offered a choice of
consideration, the type of consideration chosen by the holders of a majority of
the outstanding Shares); provided, however, that if such consideration received
in the merger or Change in Control is not solely common stock of the successor
corporation or its Parent, the Administrator may, with the consent of the
successor corporation, provide for the consideration to be received, for each
Share and each unit/right to acquire a Share subject to the Award, to be solely
common stock of the successor corporation or its Parent equal in fair market
value to the per share consideration received by holders of Common Stock in the
merger or Change in Control. Notwithstanding anything herein to the contrary, an
Award that vests, is earned or paid-out upon the satisfaction of one or more
performance goals will not be considered assumed if the Company or its successor
modifies any of such performance goals without the Participant153s consent;
provided, however, a modification to such performance goals only to reflect the
successor corporation153s post-merger or post-Change in Control corporate
structure will not be deemed to invalidate an otherwise valid Award assumption.

16. Date of Grant. The date of grant of an Award will be, for all
purposes, the date on which the Administrator makes the determination granting
such Award, or such other later date as is determined by the Administrator.
Notice of the determination will be provided to each Participant within a
reasonable time after the date of such grant.

17. Term of Plan. Subject to Section 22 of the Plan, the Plan will
become effective upon its adoption by the Board. It will continue in effect for
a term of ten (10) years unless terminated earlier under Section 18 of the Plan.

18. Amendment and Termination of the Plan.

(a) Amendment and Termination. The Board may at any time amend, alter,
suspend or terminate the Plan.

(b) Stockholder Approval. The Company will obtain stockholder approval
of any Plan amendment to the extent necessary and desirable to comply with
Applicable Laws.

(c) Effect of Amendment or Termination. Subject to Section 20 of the
Plan, no amendment, alteration, suspension or termination of the Plan will
impair the rights of any Participant, unless mutually agreed otherwise between
the Participant and the Administrator, which agreement must be in writing and
signed by the Participant and the Company. Termination of the Plan will not
affect the Administrator153s ability to exercise the powers granted to it
hereunder with respect to Awards granted under the Plan prior to the date of
such termination.

A-15

(a) Legal Compliance. Shares will not be issued pursuant to the
exercise of an Award unless the exercise of such Award and the issuance and
delivery of such Shares will comply with Applicable Laws and will be further
subject to the approval of counsel for the Company with respect to such
compliance.

(b) Investment Representations. As a condition to the exercise or
receipt of an Award, the Company may require the person exercising or receiving
such Award to represent and warrant at the time of any such exercise or receipt
that the Shares are being purchased only for investment and without any present
intention to sell or distribute such Shares if, in the opinion of counsel for
the Company, such a representation is required.

20. Severability. Notwithstanding any contrary provision of the Plan
or an Award to the contrary, if any one or more of the provisions (or any part
thereof) of this Plan or the Awards shall be held invalid, illegal or
unenforceable in any respect, such provision shall be modified so as to make it
valid, legal and enforceable, and the validity, legality and enforceability of
the remaining provisions (or any part thereof) of the Plan or Award, as
applicable, shall not in any way be affected or impaired thereby.

21. Inability to Obtain Authority. The inability of the Company to
obtain authority from any regulatory body having jurisdiction, which authority
is deemed by the Company153s counsel to be necessary to the lawful issuance and
sale of any Shares hereunder, will relieve the Company of any liability in
respect of the failure to issue or sell such Shares as to which such requisite
authority will not have been obtained.

22. Stockholder Approval. The Plan will be subject to approval by the
stockholders of the Company within twelve (12) months after the date the Plan is
adopted. Such stockholder approval will be obtained in the manner and to the
degree required under Applicable Laws.

23. Vesting Acceleration of Awards Upon Death.

(a) Stock Options and SARs.

(i) Non-Officer Participants. If a Participant dies while a Service
Provider, and at the time of such Participant153s death the Participant is not an
Officer, all Shares covered by the unvested portion of each outstanding Option
and SAR held by the Participant will immediately accelerate upon the
Participant153s death and become exercisable pursuant to Section 7(d)(iv) hereof.

(ii) Officers. If a Participant dies while a Service Provider, and at
the time of such Participant153s death the Participant is an Officer, the Shares
covered by the unvested portion of each outstanding Option and SAR held by the
Participant as of the Participant153s death will immediately revert to the Plan on
the date one (1) month following the Participant153s death, and the Participant
will not be entitled to exercise such Shares pursuant to Section 7(d)(iv)
hereof; provided, however, that all Shares covered by the vested portion of the
Option or SAR, as applicable, shall remain exercisable pursuant to
Section 7(d)(iv) hereof.

(b) Restricted Stock, Performance Shares, Performance Units, Restricted
Stock Units and Other Stock Based Awards. If a Participant dies while a
Service Provider, and at the time of such Participant153s death the Participant is
not an Officer, then each outstanding Restricted Stock, Performance Share,
Performance Unit, Other Stock Based Award or Restricted Stock Unit held by the
Participant upon the Participant153s death will vest, including as to Shares which
would not otherwise be vested, and with respect to such Awards with
performance-based vesting, all performance goals or other vesting criteria will
be deemed achieved at 100% on-target levels and all other terms and conditions
met. Participants who are Officers at the time of their death will not be
entitled to such accelerated vesting.

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Google 2010 Amended 2004 Stock Plan

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