{"id":39993,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/google-2000-stock-plan-as-amended-and-form-of-stock-option.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"google-2000-stock-plan-as-amended-and-form-of-stock-option","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/google-2000-stock-plan-as-amended-and-form-of-stock-option.html","title":{"rendered":"Google 2000 Stock Plan, As Amended, and Form of Stock Option Agreement"},"content":{"rendered":"
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GOOGLE INC. <\/b><\/p> 
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2000 STOCK PLAN <\/b><\/p> 
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As amended on February 14, 2003 <\/b><\/p> 
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1.    Purposes of the Plan<\/u>. The purposes of this Stock Plan are to attract and retain the best available personnel for\npositions of substantial responsibility, to provide additional incentive to Employees, Directors and Consultants and to promote the success of the Company\u0092s business. Options granted under the Plan may be Incentive Stock Options or Nonstatutory\nStock Options, as determined by the Administrator at the time of grant. <\/p> 
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2.    Definitions<\/u>. As used herein, the following definitions shall apply: <\/p> 
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(a)    \u0093Administrator<\/u>\u0094 means the Board or any of its Committees as shall be administering the Plan in accordance with\nSection 4 hereof. <\/p> 
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(b)    \u0093Applicable Laws<\/u>\u0094 means the requirements relating to the administration of stock option plans under U.S. state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange\nor quotation system on which the Class A Senior Common Stock is listed or quoted and the applicable laws of any other country or jurisdiction where Options are granted under the Plan. <\/p> 
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(c)    \u0093Board<\/u>\u0094 means the Board of Directors of the Company. <\/p> 
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(d)    \u0093Change in Control<\/u>\u0094 means the\noccurrence of any of the following events: <\/p> 
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(i)    If (a) any \u0093person\u0094 (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the \u0093beneficial owner\u0094 (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly,\nof securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company\u0092s then outstanding voting securities and (b) within three (3) years from the date of such acquisition, the following\noccurs: the consummation of a merger or consolidation of the Company with or into the holder or an affiliate thereof of such beneficial ownership of securities of the Company; or <\/p> 
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(ii)    The consummation of the sale or disposition by the Company of all or substantially all of the\nCompany\u0092s assets; or <\/p> 
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(iii)    The\nconsummation 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\n(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\nor its parent outstanding immediately after such merger or consolidation. <\/p>\n\n\n\n\n 
For the purposes of this Section 2(d), \u0093affiliate\u0094 shall mean, with respect to any specified\nperson, 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 (\u0093control,\u0094 \u0093controlled by\u0094 and \u0093under common\ncontrol with\u0094 shall 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 contract or credit arrangement, as\ntrustee or executor, or otherwise). <\/p> 
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(e)    \u0093Code<\/u>\u0094 means the Internal Revenue Code of 1986, as amended. <\/p> 
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(f)    \u0093Committee<\/u>\u0094 means a committee of Directors appointed by the Board in accordance with Section 4 hereof.\n\n<\/p> 
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(g)    \u0093Class A Senior Common\nStock<\/u>\u0094 means the Class A Senior Common Stock of the Company. <\/p> 
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(h)    \u0093Company<\/u>\u0094 means Google Technology Inc., a California corporation, until the consummation of the reincorporation of Google Technology Inc. into the State of Delaware, at which time\n\u0093Company\u0094 shall mean Google Inc., a Delaware corporation. <\/p> 
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(i)    \u0093Consultant<\/u>\u0094 means any natural person or entity that is engaged by the Company or any Parent or Subsidiary to render consulting or advisory services to the Company or any Parent or Subsidiary.\n\n<\/p> 
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(j)    \u0093Director<\/u>\u0094 means\na member of the Board. <\/p> 
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(k)    \u0093Disability<\/u>\u0094 means total and permanent disability as defined in Section 22(e)(3) of the Code. <\/p> 
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(l)    \u0093Employee<\/u>\u0094 means any person, including officers and Directors, employed by the Company or any Parent or\nSubsidiary of the Company. A Service Provider shall 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, any Subsidiary, or\nany successor. 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\nby the Company is not so guaranteed, then three (3) months following the 90th<\/sup> day of such leave, any Incentive Stock\nOption held by the Optionee shall cease to be treated as an Incentive Stock Option and shall be treated for tax purposes as a Nonstatutory Stock Option. Neither service as a Director nor payment of a director\u0092s fee by the Company shall be\nsufficient to constitute \u0093employment\u0094 by the Company. <\/p> 
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(m)    \u0093Exchange Act<\/u>\u0094 means the Securities Exchange Act of 1934, as amended. <\/p> 
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(n)    \u0093Fair Market Value<\/u>\u0094 means, as of any date, the value of Class A Senior Common Stock determined as follows:\n\n<\/p> 
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2 <\/p>\n\n\n\n\n\n 
(i)    If the Class A Senior Common Stock is listed on any established stock\nexchange 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 shall be the closing sales price for such stock (or the closing bid, if no\nsales were reported) as quoted on such exchange or system on the day of determination, as reported in The Wall Street Journal<\/i> or such other source as the Administrator deems reliable; <\/p> 
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(ii)    If the Class A Senior Common Stock is regularly\nquoted by a recognized securities dealer but selling prices are not reported, its Fair Market Value shall be the mean between the high bid and low asked prices for the Class A Senior Common Stock on the day of determination; or <\/p> 
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(iii)    In the absence of an established market for\nthe Class A Senior Common Stock, the Fair Market Value thereof shall be determined in good faith by the Administrator. <\/p> 
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(o)    \u0093Incentive Stock Option<\/u>\u0094 means an Option intended to qualify as an incentive stock option within the meaning\nof Section 422 of the Code. <\/p> 
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(p)    \u0093Nonstatutory Stock Option<\/u>\u0094 means an Option not intended to qualify as an Incentive Stock Option. <\/p> 
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(q)    \u0093Option<\/u>\u0094 means a stock option granted pursuant to the Plan. <\/p> 
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(r)    \u0093Option Agreement<\/u>\u0094 means a\nwritten or electronic agreement between the Company and an Optionee evidencing the terms and conditions of an individual Option grant. The Option Agreement is subject to the terms and conditions of the Plan. <\/p> 
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(s)    \u0093Optioned Stock<\/u>\u0094 means the Class\nA Senior Common Stock subject to an Option. <\/p> 
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(t)    \u0093Optionee<\/u>\u0094 means the holder of an outstanding Option granted under the Plan. <\/p> 
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(u)    \u0093Parent<\/u>\u0094 means a \u0093parent corporation,\u0094 whether now or hereafter existing, as defined in Section\n424(e) of the Code. <\/p> 
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(v)    \u0093Plan<\/u>\u0094 means the Google Technology Inc. 2000 Stock Plan, which shall become the Google Inc. 2000 Stock plan upon the closing of a reincorporation of Google Technology Inc. into the State of\nDelaware that includes the corresponding name change to Google Inc. <\/p> 
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(w)    \u0093Service Provider<\/u>\u0094 means an Employee, Director or Consultant. <\/p> 
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(x)    \u0093Share<\/u>\u0094 means a share of the Class A Senior Common Stock, as adjusted in accordance with Section 12 below.\n\n<\/p> 
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3 <\/p>\n\n\n\n\n\n 
(y)    \u0093Subsidiary<\/u>\u0094 means a \u0093subsidiary corporation,\u0094\n\nwhether now or hereafter existing, as defined in Section 424(f) of the Code. <\/p> 
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3.    Stock Subject to the Plan<\/u>. Subject to the provisions of Section 12 of the Plan, the maximum aggregate number of Shares that may be subject to option and sold under the Plan is\n9,780,854 Shares (following the effectiveness of a two-for-one forward stock split of the Company\u0092s capital stock effected February 21, 2003 (the \u0093Stock Split\u0094)). In no event shall the number of Shares issued pursuant to Incentive\nStock Options under this Plan exceed the number indicated in this Section 3. The Shares may be authorized but unissued or reacquired Class A Senior Common Stock. <\/p> 
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If an Option expires or becomes unexercisable without having been exercised in full, the unpurchased Shares which were\nsubject thereto shall become available for future grant or sale under the Plan (unless the Plan has terminated). However, Shares that have actually been issued under the Plan, upon exercise of an Option, shall not be returned to the Plan and shall\nnot become available for future distribution under the Plan, except that if Shares of restricted stock issued pursuant to an Option are repurchased by the Company at their original purchase price, such Shares shall become available for future grant\nunder the Plan. <\/b> <\/p> 
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4.    Administration of the Plan<\/u>. <\/p> 
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(a)    Administrator<\/u>. The Plan shall be administered by the Board or a Committee appointed by the Board, which Committee shall be constituted to comply with Applicable Laws. <\/p> 
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(b)    Powers of the Administrator<\/u>. Subject to\nthe provisions of the Plan and, in the case of a Committee, the specific duties delegated by the Board to such Committee, and subject to the approval of any relevant authorities, the Administrator shall have the authority in its discretion:\n\n<\/p> 
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(i)    to determine the Fair Market\nValue; <\/p> 
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(ii)    to select the Service\nProviders to whom Options may from time to time be granted hereunder; <\/p> 
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(iii)    to determine the number of Shares to be covered by each such Option granted hereunder; <\/p> 
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(iv)    to approve forms of agreement for use under the Plan; <\/p> 
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(v)    to determine the terms and conditions of any Option granted hereunder. Such terms and conditions\ninclude, but are not limited to, the exercise price, the time or times when Options may be exercised (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation\nregarding any Option or the Class A Senior Common Stock relating thereto, based in each case on such factors as the Administrator, in its sole discretion, shall determine; <\/p> 
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(vi)    to prescribe, amend and rescind rules and regulations relating to the Plan, including rules and\nregulations relating to sub-plans established for the purpose of satisfying applicable foreign laws; <\/p> 
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4 <\/p>\n\n\n\n\n\n 
(vii)    to allow Optionees to satisfy withholding tax obligations by electing to\nhave the Company withhold from the Shares to be issued upon exercise of an Option that number of Shares having a Fair Market Value equal to the minimum amount required to be withheld. The Fair Market Value of the Shares to be withheld shall be\ndetermined on the date that the amount of tax to be withheld is to be determined. All elections by Optionees to have Shares withheld for this purpose shall be made in such form and under such conditions as the Administrator may deem necessary or\nadvisable; and <\/p> 
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(viii)    to construe and\ninterpret the terms of the Plan and Options granted pursuant to the Plan. <\/p> 
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(c)    Effect of Administrator\u0092s Decision<\/u>. All decisions, determinations and interpretations of the Administrator shall be final and binding on all Optionees. <\/p> 
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5.    Eligibility<\/u>. Nonstatutory Stock Options may\nbe granted to Service Providers. Incentive Stock Options may be granted only to Employees. <\/p> 
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6.    Limitations<\/u>. <\/p> 
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(a)    Incentive Stock Option Limit<\/u>. Each Option shall be designated in the Option Agreement as either an Incentive Stock Option or a Nonstatutory Stock Option. However, notwithstanding such\ndesignation, 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 Optionee during any calendar year (under all plans of the Company and any Parent or\nSubsidiary) exceeds $100,000, such Options shall be treated as Nonstatutory Stock Options. For purposes of this Section 6(a), Incentive Stock Options shall be taken into account in the order in which they were granted. The Fair Market Value of the\nShares shall be determined as of the time the Option with respect to such Shares is granted. <\/p> 
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(b)    At-Will Employment<\/u>. Neither the Plan nor any Option shall confer upon any Optionee any right with respect to continuing the Optionee\u0092s relationship as a Service Provider with the\nCompany, nor shall it interfere in any way with his or her right or the Company\u0092s right to terminate such relationship at any time, with or without cause, and with or without notice. <\/p> 
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7.    Term of Plan<\/u>. The Plan shall become effective upon its adoption by the Board. It shall\ncontinue in effect for a term of ten (10) years unless sooner terminated under Section 14 of the Plan. <\/p> 
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8.    Term of Option<\/u>. The term of each Option shall be stated in the Option Agreement; provided, however, that the term shall\nbe no more than ten (10) years from the date of grant thereof. In the case of an Incentive Stock Option granted to an Optionee who, at the time the Option is granted, owns stock representing more than ten percent (10%) of the voting power of all\nclasses of stock of the Company or any Parent or Subsidiary, the term of the Option shall be five (5) years from the date of grant or such shorter term as may be provided in the Option Agreement. <\/p> 
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5 <\/p>\n\n\n\n\n\n 
9.    Option Exercise Price and Consideration<\/u>. <\/p> 
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(a)    Exercise Price<\/u>. The per share exercise\nprice for the Shares to be issued upon exercise of an Option shall be such price as is determined by the Administrator, but shall be subject to the following: <\/p> 
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(i)    In the case of an Incentive Stock Option <\/p> 
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(A)    granted to an Employee who, at the time of grant of such Option, owns stock representing more\nthan ten percent (10%) of the voting power of all classes of stock of the Company or any Parent or Subsidiary, the exercise price shall be no less than 110% of the Fair Market Value per Share on the date of grant. <\/p> 
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(B)    granted to any other Employee, the per Share\nexercise price shall be no less than 100% of the Fair Market Value per Share on the date of grant. <\/p> 
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(ii)    In the case of a Nonstatutory Stock Option, the per Share exercise price shall be determined by the Administrator.\n<\/p> 
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(iii)    Notwithstanding the foregoing,\nOptions may be granted with a per Share exercise price other than as required above pursuant to a merger or other corporate transaction. <\/p> 
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(b)    Forms of Consideration<\/u>. The consideration to be paid for the Shares to be issued upon exercise of an Option, including\nthe method of payment, shall be determined by the Administrator (and, in the case of an Incentive Stock Option, shall be determined at the time of grant). Such consideration may consist of (1) cash, (2) check, (3) promissory note, (4) other Shares,\nprovided Shares acquired from the Company, either directly or indirectly, (x) have been owned by the Optionee for more than six months on the date of surrender, and (y) have a Fair Market Value on the date of surrender equal to the aggregate\nexercise price of the Shares as to which such Option shall be exercised, (5) consideration received by the Company under a cashless exercise program implemented by the Company in connection with the Plan, or (6) any combination of the foregoing\nmethods of payment. In making its determination as to the type of consideration to accept, the Administrator shall consider if acceptance of such consideration may be reasonably expected to benefit the Company. Notwithstanding the foregoing, the\nAdministrator may permit an Optionee to exercise his or her Option by delivery of a full-recourse promissory note secured by the purchased Shares. The terms of such promissory note shall be determined by the Administrator in its sole discretion.\n\n<\/p> 
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10.    Exercise of Option<\/u>.\n<\/p> 
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(a)    Procedure for Exercise; Rights\nas a Shareholder<\/u>. Any Option granted hereunder shall be exercisable according to the terms hereof at such times and under such conditions as determined by the Administrator and set forth in the Option Agreement. Unless the Administrator provides\notherwise, vesting of Options granted hereunder shall be suspended during any unpaid leave of absence. An Option may not be exercised for a fraction of a Share. <\/p> 
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6 <\/p>\n\n\n\n\n 
An Option shall be deemed exercised when the Company receives: (i) written or electronic notice of\nexercise (in accordance with the Option Agreement) from the person entitled to exercise the Option, and (ii) full payment for the Shares with respect to which the Option is exercised. Full payment may consist of any consideration and method of\npayment authorized by the Administrator and permitted by the Option Agreement and the Plan. Shares issued upon exercise of an Option shall be issued in the name of the Optionee or, if requested by the Optionee, in the name of the Optionee and his or\nher 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 shareholder shall exist\nwith respect to the Shares, notwithstanding the exercise of the Option. The Company shall 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\ndate is prior to the date the Shares are issued, except as provided in Section 12 of the Plan. <\/p> 
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Exercise of an Option in any manner shall result in a decrease in the number of Shares thereafter available, both for purposes of the Plan and for sale\nunder the Option, by the number of Shares as to which the Option is exercised. <\/p> 
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(b)    Termination of Relationship as a Service Provider<\/u>. If an Optionee ceases to be a Service Provider, such Optionee may exercise his or her Option within such period of time as is\nspecified in the Option 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 the Option as set forth in the Option Agreement). In the absence of a specified time in\nthe Option Agreement, the Option shall remain exercisable for three (3) months following the Optionee\u0092s termination. If, on the date of termination, the Optionee is not vested as to his or her entire Option, the Shares covered by the unvested\nportion of the Option shall revert to the Plan. If, after termination, the Optionee does not exercise his or her Option within the time specified by the Administrator, the Option shall terminate, and the Shares covered by such Option shall revert to\nthe Plan. <\/p> 
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(c)    Disability of\nOptionee<\/u>. If an Optionee ceases to be a Service Provider as a result of the Optionee\u0092s Disability, the Optionee may exercise his or her Option within such period of time as is specified in the Option Agreement (of at least six (6) months)\nto 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 Option Agreement). In the absence of a specified time in the Option Agreement, the Option shall\nremain exercisable for twelve (12) months following the Optionee\u0092s termination. If, on the date of termination, the Optionee is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option shall revert to\nthe Plan. If, after termination, the Optionee does not exercise his or her Option within the time specified herein, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan. <\/p> 
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(d)    Death of Optionee<\/u>. If an Optionee dies\nwhile a Service Provider, the Option may be exercised within such period of time as is specified in the Option Agreement (of at least six (6) months) to the extent that the Option is vested on the date of death (but in no event later than the\nexpiration of the term of such Option as set forth in the Option Agreement) by the Optionee\u0092s estate or by a person who acquires the right to exercise the Option by bequest or inheritance. In the absence of a specified time in the Option\nAgreement, the Option shall remain exercisable for twelve <\/p> 
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7 <\/p>\n\n\n\n\n\n 
\n(12) months following the Optionee\u0092s termination. If, at the time of death, the Optionee is not vested as to his or her entire Option, the Shares\ncovered by the unvested portion of the Option shall immediately revert to the Plan. If the Option is not so exercised within the time specified herein, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan.\n<\/p> 
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(a)    Buyout Provisions<\/u>. The\nAdministrator 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 Optionee at the time that such offer is\nmade. <\/p> 
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11.    Non-Transferability of\nOptions<\/u>. The Options may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or the laws of descent and distribution, and may be exercised during the lifetime of the Optionee, only by the\nOptionee. <\/p> 
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12.    Adjustments Upon\nChanges in Capitalization, Merger or Change in Control<\/u>. <\/p> 
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(a)    Changes in Capitalization<\/u>. Subject to any required action by the shareholders of the Company, the number and type of Shares which have been authorized for issuance under the Plan but as to which no Options\nhave yet been granted or which have been returned to the Plan upon cancellation or expiration of an Option, and the number and type of Shares covered by each outstanding Option, as well as the price per Share covered by each such outstanding Option,\nshall be proportionately adjusted for any increase or decrease in the number or type of issued Shares resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Class A Senior Common Stock, or any other\nincrease or decrease in the number of issued shares of Class A Senior Common Stock effected without receipt of consideration by the Company. The conversion of any convertible securities of the Company shall not be deemed to have been \u0093effected\nwithout receipt of consideration.\u0094 Such adjustment shall be made by the Board, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock of any\nclass, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number, type or price of Shares subject to an Option. <\/p> 
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(b)    Dissolution or Liquidation<\/u>. In the event\nof the proposed dissolution or liquidation of the Company, the Administrator shall notify each Optionee as soon as practicable prior to the effective date of such proposed transaction. The Administrator in its discretion may provide for an Optionee\nto have the right to exercise his or her Option until fifteen (15) days prior to such transaction as to all of the Optioned Stock covered thereby, including Shares as to which the Option would not otherwise be exercisable. In addition, the\nAdministrator may provide that any Company repurchase option applicable to any Shares purchased upon exercise of an Option shall lapse as to all such Shares, provided the proposed dissolution or liquidation takes place at the time and in the manner\ncontemplated. To the extent it has not been previously exercised, an Option will terminate immediately prior to the consummation of such proposed action. <\/p> 
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(c)    Merger or Change in Control<\/u>. In the event of a merger of the Company with or into another corporation, or a Change in\nControl, each outstanding Option shall be assumed or an equivalent option substituted by the successor corporation or a Parent or Subsidiary of the successor corporation. Notwithstanding the foregoing and anything contrary in the Plan, to the extent\nthe successor corporation in a merger or Change in Control refuses to assume or substitute for this <\/p> 
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\nOption, then the Optionee shall fully vest in and have the right to exercise this Option as to all of the Optioned Stock, including Shares as to which it\nwould not otherwise be vested or exercisable. If this Option becomes fully vested and exercisable in lieu of assumption or substitution in the event of a merger or Change in Control, the Administrator shall notify the Optionee in writing or\nelectronically that this Option shall be fully exercisable for a period of fifteen (15) days from the date of such notice, and this Option shall terminate upon the expiration of such period. For the purposes of this paragraph, the Option shall be\nconsidered assumed if, following the merger or Change in Control, the Option confers the right to purchase or receive, for each Share of Optioned Stock subject to the Option immediately prior to the merger or Change in Control, the consideration\n(whether stock, cash, or other securities or property) received in the merger or Change in Control by holders of Class A Senior Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of\nconsideration, 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\ncorporation 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, for each Share of Optioned Stock subject to the Option, to be solely\ncommon stock of the successor corporation or its Parent equal in fair market value to the per share consideration received by holders of Class A Senior Common Stock in the merger or Change in Control. <\/p> 
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13.    Time of Granting Options<\/u>. The date of grant\nof an Option shall, for all purposes, be the date on which the Administrator makes the determination granting such Option, or such later date as is determined by the Administrator. Notice of the determination shall be given to each Service Provider\nto whom an Option is so granted within a reasonable time after the date of such grant. <\/p> 
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14.    Amendment and Termination of the Plan<\/u>. <\/p> 
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(a)    Amendment and Termination<\/u>. The Board may at any time amend, alter, suspend or terminate the Plan. <\/p> 
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(b)    Shareholder Approval<\/u>. The Board shall\nobtain shareholder approval of any Plan amendment to the extent necessary and desirable to comply with Applicable Laws. <\/p> 
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(c)    Effect of Amendment or Termination<\/u>. No amendment, alteration, suspension or termination of the Plan shall impair the\nrights of any Optionee, unless mutually agreed otherwise between the Optionee and the Administrator, which agreement must be in writing and signed by the Optionee and the Company. Termination of the Plan shall not affect the Administrator\u0092s\nability to exercise the powers granted to it hereunder with respect to Options granted under the Plan prior to the date of such termination. <\/p> 
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15.    Conditions Upon Issuance of Shares<\/u>. <\/p> 
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(a)    Legal Compliance<\/u>. Shares shall not be issued pursuant to the exercise of an Option unless\nthe exercise of such Option and the issuance and delivery of such Shares shall comply with Applicable Laws and shall be further subject to the approval of counsel for the Company with respect to such compliance. <\/p> 
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(b)    Investment Representations<\/u>. As a condition to the exercise of an\nOption, the Administrator may require the person exercising such Option to represent and warrant at the time of any such exercise that the Shares are being purchased only for investment and without any present intention to sell or distribute such\nShares if, in the opinion of counsel for the Company, such a representation is required. <\/p> 
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16.    Inability to Obtain Authority<\/u>. The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company\u0092s counsel\nto be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained. <\/p>\n\n
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17.    Reservation of Shares<\/u>. The Company,\nduring the term of this Plan, shall at all times reserve and keep available such number of Shares as shall be sufficient to satisfy the requirements of the Plan. <\/p> 
 <\/p> 
18.    Shareholder Approval<\/u>. The Plan shall be subject to approval by the shareholders of the\nCompany within twelve (12) months after the date the Plan is adopted. Such shareholder approval shall be obtained in the degree and manner required under Applicable Laws. <\/p> 
 <\/p>\n 
10 <\/p>\n\n\n\n\n\n\n 
GOOGLE INC. <\/b><\/p> 
 <\/p> 
2000 STOCK PLAN <\/b><\/p> 
 <\/p> 
STOCK OPTION AGREEMENT \u0097 EARLY EXERCISE <\/b><\/p> 
 <\/p> 
Unless otherwise defined herein, the terms defined in the 2000 Stock Plan shall have the same defined meanings in this Stock Option Agreement. <\/p>\n
 <\/p>\n\n<\/pre>\n\n\n
I.<\/td>\nNOTICE OF STOCK OPTION GRANT<\/u> <\/td>\n<\/tr>\n<\/table>\n
________________________________ <\/p>\n
________________________________ <\/p>\n
________________________________ <\/p>\n<\/p>\n
The undersigned Optionee has been granted an Option to purchase Common Stock of the Company, subject to the terms and
\nconditions of the Plan and this Option Agreement, as follows: <\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
Grant Number<\/td>\n <\/td>\n_________________________________<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
Date of Grant<\/td>\n <\/td>\n_________________________________<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
Vesting Commencement Date<\/td>\n <\/td>\n_________________________________<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
Exercise Price per Share<\/td>\n <\/td>\n$________________________________<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
Total Number of Shares Granted<\/td>\n <\/td>\n_________________________________<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
Total Exercise Price<\/td>\n <\/td>\n$________________________________<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
Type of Option:<\/td>\n <\/td>\n___ Incentive Stock Option<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
 <\/td>\n <\/td>\n___ Nonstatutory Stock Option<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
Term\/Expiration Date:<\/td>\n <\/td>\n_________________________________<\/td>\n<\/tr>\n<\/table>\n
Vesting
\nSchedule<\/u>: <\/p>\n<\/p>\n
This Option shall be exercisable in whole or in
\npart, according to the following vesting schedule: <\/p>\n<\/p>\n
25% of the
\nShares subject to the Option shall vest twelve months after the Vesting Commencement Date, and 1\/48 of the Shares subject to the Option shall vest each month thereafter, subject to Optionee\u0092s continuing to be a Service Provider on such dates.<\/p>\n
Termination Period<\/u>: <\/p>\n<\/p>\n
This Option shall be exercisable for three months after Optionee ceases to be a Service Provider. Upon Optionee\u0092s death
\nor Disability, this Option shall be exercisable for one year after Optionee ceases to be Service Provider. In no event may Optionee exercise this Option after the Term\/Expiration Date as provided above. <\/p>\n<\/p>\n\n\n
II.<\/td>\nAGREEMENT<\/u> <\/td>\n<\/tr>\n<\/table>\n
1. Grant of Option<\/u>. The Administrator of the Company hereby grants to the Optionee named in the Notice of Grant (the \u0093Optionee\u0094), an
\noption (the \u0093Option\u0094) to purchase the number of Shares set forth in the Notice of Grant, at the exercise price per Share set forth in the Notice of Grant (the \u0093Exercise Price\u0094), and subject to the terms and conditions of the
\nPlan, which is incorporated herein by reference. Subject to Section 14(c) of the Plan, in the event of a conflict between the terms and conditions of the Plan and this Option Agreement, the terms and conditions of the Plan shall prevail. <\/p>\n<\/p>\n
If designated in the Notice of Grant as an Incentive Stock Option
\n(\u0093ISO\u0094), this Option is intended to qualify as an Incentive Stock Option as defined in Section 422 of the Code. Nevertheless, to the extent that it exceeds the $100,000 rule of Code Section 422(d), this Option shall be treated as a
\nNonstatutory Stock Option (\u0093NSO\u0094). <\/p>\n<\/p>\n
2. Exercise of
\nOption<\/u>. This Option shall be exercisable during its term in accordance with the provisions of Section 9 of the Plan as follows: <\/p>\n<\/p>\n
(a) Right to Exercise<\/u>. <\/p>\n<\/p>\n
(i) Subject to subsections 2(a)(ii) and 2(a)(iii) below, this Option shall be exercisable cumulatively according to the vesting schedule set forth in the
\nNotice of Grant. Alternatively, at the election of the Optionee, this Option may be exercised in whole or in part at any time as to Shares that have not yet vested. Vested Shares shall not be subject to the Company\u0092s repurchase right (as set
\nforth in the Restricted Stock Purchase Agreement, attached hereto as Exhibit C-1<\/u>). <\/p>\n<\/p>\n
(ii) As a condition to exercising this Option for unvested Shares, the Optionee shall execute the Restricted Stock Purchase Agreement. <\/p>\n<\/p>\n
(iii) This Option may not be exercised for a fraction of a Share. <\/p>\n<\/p>\n
(b) Method of Exercise<\/u>. This Option shall be exercisable by delivery
\nof an exercise notice in the form attached as Exhibit A<\/u> (the \u0093Exercise Notice\u0094) which shall state the election to exercise the Option, the number of Shares with respect to which the Option is being exercised, and such other
\nrepresentations and agreements as may be required by the Company. The Exercise Notice shall be accompanied by payment of the aggregate Exercise Price as to all Exercised Shares. This Option shall be deemed to be exercised upon receipt by the Company
\nof such fully executed Exercise Notice accompanied by the aggregate Exercise Price. <\/p>\n<\/p>\n
-2- <\/p>\n
No Shares shall be issued pursuant to the exercise of an Option unless such issuance and such exercise
\ncomplies with Applicable Laws. Assuming such compliance, for income tax purposes the Shares shall be considered transferred to the Optionee on the date on which the Option is exercised with respect to such Shares. <\/p>\n<\/p>\n
3. Optionee\u0092s Representations<\/u>. In the event the Shares have not
\nbeen registered under the Securities Act of 1933, as amended, at the time this Option is exercised, the Optionee shall, if required by the Company, concurrently with the exercise of all or any portion of this Option, deliver to the Company his or
\nher Investment Representation Statement in the form attached hereto as Exhibit B<\/u>. <\/p>\n<\/p>\n
4. Lock-Up Period<\/u>. Optionee hereby agrees that Optionee shall not offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right
\nor warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Stock (or other securities) of the Company or enter into any swap, hedging or other arrangement that transfers to another, in whole or in part, any
\nof the economic consequences of ownership of any Common Stock (or other securities) of the Company held by Optionee (other than those included in the registration) for a period specified by the representative of the underwriters of Common Stock (or
\nother securities) of the Company not to exceed one hundred eighty (180) days following the effective date of a registration statement of the Company filed under the Securities Act. <\/p>\n<\/p>\n
Optionee agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the
\nunderwriter which are consistent with the foregoing or which are necessary to give further effect thereto. In addition, if requested by the Company or the representative of the underwriters of Common Stock (or other securities) of the Company,
\nOptionee shall provide, within ten (10) days of such request, such information as may be required by the Company or such representative in connection with the completion of any public offering of the Company\u0092s securities pursuant to a
\nregistration statement filed under the Securities Act. The obligations described in this Section shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated in the
\nfuture, or a registration relating solely to a Commission Rule 145 transaction on Form S-4 or similar forms that may be promulgated in the future. The Company may impose stop-transfer instructions with respect to the shares of Common Stock (or other
\nsecurities) subject to the foregoing restriction until the end of said one hundred eighty (180) day period. Optionee agrees that any transferee of any Option shall be bound by this Section. <\/p>\n<\/p>\n
5. Method of Payment<\/u>. Payment of the aggregate Exercise Price shall be
\nby any of the following, or a combination thereof, at the election of the Optionee: <\/p>\n<\/p>\n
(a) cash; <\/p>\n<\/p>\n
(b) check;<\/p>\n<\/p>\n
(c) consideration received by the Company under a formal
\ncashless exercise program adopted by the Company in connection with the Plan; <\/p>\n<\/p>\n
-3- <\/p>\n
(d) surrender of other Shares which, (i) in the case of Shares acquired from the Company, either directly
\nor indirectly, have been owned by the Optionee for more than six (6) months on the date of surrender, and (ii) have a Fair Market Value on the date of surrender equal to the aggregate Exercise Price of the Exercised Shares; or <\/p>\n<\/p>\n
(e) delivery of Optionee\u0092s promissory note (the \u0093Note\u0094) in the
\nform attached hereto as Exhibit D<\/u>, in the amount of the aggregate Exercise Price of the Exercised Shares together with the execution and delivery by Optioneee of the Security Agreement attached hereto as Exhibit E<\/u>. The Note shall bear
\ninterest at a market rate sufficient to avoid the Company incurring any financial accounting compensation expense with respect to the Option, and shall be secured by a pledge of the Shares purchased by the Note pursuant to the Security Agreement.<\/p>\n<\/p>\n
6. Restrictions on Exercise<\/u>. This Option may not be
\nexercised until such time as the Plan has been approved by the shareholders of the Company, or if the issuance of such Shares upon such exercise or the method of payment of consideration for such shares would constitute a violation of any Applicable
\nLaw. <\/p>\n<\/p>\n
7. Non-Transferability of Option<\/u>. This Option may
\nnot be transferred in any manner otherwise than by will or by the laws of descent or distribution or as set forth in the Plan and may be exercised during the lifetime of Optionee only by Optionee. The terms of the Plan and this Option Agreement
\nshall be binding upon the executors, administrators, heirs, successors and assigns of the Optionee. <\/p>\n<\/p>\n
8. Term of Option<\/u>. This Option may be exercised only within the term set out in the Notice of Grant, and may be exercised during such term only in
\naccordance with the Plan and the terms of this Option. <\/p>\n<\/p>\n
9.<\/p>\n
Tax Obligations<\/u>. <\/p>\n<\/p>\n
(a) Withholding Taxes<\/u>. Optionee
\nagrees to make appropriate arrangements with the Company (or the Parent or Subsidiary employing or retaining Optionee) for the satisfaction of all Federal, state, local and foreign income and employment tax withholding requirements applicable to the
\nOption exercise. Optionee acknowledges and agrees that the Company may refuse to honor the exercise and refuse to deliver the Shares if such withholding amounts are not delivered at the time of exercise. <\/p>\n<\/p>\n
(b) Notice of Disqualifying Disposition of ISO Shares<\/u>. If the Option
\ngranted to Optionee herein is an ISO, and if Optionee sells or otherwise disposes of any of the Shares acquired pursuant to the ISO on or before the later of (1) the date two years after the Date of Grant, and (2) the date one year after the date of
\nexercise, the Optionee shall immediately notify the Company in writing of such disposition. Optionee agrees that Optionee may be subject to income tax withholding by the Company on the compensation income recognized by the Optionee. <\/p>\n<\/p>\n
10. Entire Agreement; Governing Law<\/u>. The Plan, the Offer Letter and
\nthis Stock Option Agreement are incorporated herein by reference. The Plan, the Offer Letter, the Restricted Stock Purchase Agreement, the Investment Representation Statement and this Stock Option Agreement <\/p>\n<\/p>\n
-4- <\/p>\n
constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety
\nall prior undertakings and agreements of the Company and Optionee with respect to the subject matter hereof, and may not be modified adversely to the Optionee\u0092s interest except by means of a writing signed by the Company and Optionee. This
\nAgreement is governed by the internal substantive laws but not the choice of law rules of California. <\/p>\n<\/p>\n
11. No Guarantee of Continued Service<\/u>. OPTIONEE AGREES THAT THE VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY
\nCONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED
\nHEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE IN ANY WAY WITH
\nOPTIONEE\u0092S RIGHT OR THE COMPANY\u0092S RIGHT TO TERMINATE OPTIONEE\u0092S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE. <\/p>\n<\/p>\n
Optionee acknowledges receipt of a copy of the Plan and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts
\nthis Option subject to all of the terms and provisions thereof. Optionee has reviewed the Plan and this Option in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option and fully understands all
\nprovisions of the Option. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan or this Option. Optionee further agrees to notify the Company
\nupon any change in the residence address indicated below. <\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n
OPTIONEE<\/p>\n<\/td>\n
 <\/td>\nGOOGLE INC.<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n
_____________________________________________________<\/p>\n
Signature<\/p>\n<\/td>\n
 <\/td>\n\n
_____________________________________________________<\/p>\n
By<\/p>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n
_____________________________________________________<\/p>\n
Print Name<\/p>\n<\/td>\n
 <\/td>\n\n
_____________________________________________________<\/p>\n
Title<\/p>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n
_____________________________________________________<\/p>\n
_____________________________________________________<\/p>\n
Residence Address<\/p>\n<\/td>\n
 <\/td>\n <\/td>\n<\/tr>\n<\/table>\n<\/p>\n
-5- <\/p>\n
EXHIBIT A<\/u> <\/b><\/p>\n<\/p>\n
2000 STOCK PLAN <\/b><\/p>\n<\/p>\n
EXERCISE NOTICE <\/b><\/p>\n<\/p>\n
Google Inc. <\/p>\n
2400 Bayshore Parkway <\/p>\n
Mountain View, CA 94043 <\/p>\n<\/p>\n
Attention: President <\/p>\n<\/p>\n
1. Exercise of Option<\/u>. Effective as of today,<\/p>\n
            ,             , the undersigned (\u0093Optionee\u0094) hereby elects to exercise Optionee\u0092s option (the
\n\u0093Option\u0094) to purchase              shares of the Common Stock (the \u0093Shares\u0094) of Google Inc. (the \u0093Company\u0094) under and pursuant to the 2000 Stock Plan (the
\n\u0093Plan\u0094) and the Stock Option Agreement dated              (the \u0093Option Agreement\u0094). <\/p>\n<\/p>\n
2. Delivery of Payment<\/u>. Purchaser herewith delivers to the Company the full purchase price of the Shares, as set
\nforth in the Option Agreement, and any and all withholding taxes due in connection with the exercise of the Option. <\/p>\n<\/p>\n
3. Representations of Optionee<\/u>. Optionee acknowledges that Optionee has received, read and understood the Plan and the Option Agreement and agrees
\nto abide by and be bound by their terms and conditions. <\/p>\n<\/p>\n
4.<\/p>\n
Rights as Shareholder<\/u>. Until the issuance of the Shares (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
\nshareholder shall exist with respect to the Optioned Stock, notwithstanding the exercise of the Option. The Shares shall be issued to the Optionee as soon as practicable after the Option is exercised in accordance with the Option Agreement. No
\nadjustment shall be made for a dividend or other right for which the record date is prior to the date of issuance except as provided in Section 12 of the Plan. <\/p>\n<\/p>\n
5. Company\u0092s Right of First Refusal<\/u>. Before any Shares held by Optionee or any transferee (either being sometimes referred to herein as the
\n\u0093Holder\u0094) may be sold or otherwise transferred (including transfer by gift or operation of law), the Company or its assignee(s) shall have a right of first refusal to purchase the Shares on the terms and conditions set forth in this
\nSection (the \u0093Right of First Refusal\u0094). <\/p>\n<\/p>\n
(a)
\nNotice of Proposed Transfer<\/u>. The Holder of the Shares shall deliver to the Company a written notice (the \u0093Notice\u0094) stating: (i) the Holder\u0092s bona fide intention to sell or otherwise transfer such Shares; (ii) the name of each
\nproposed purchaser or other transferee (\u0093Proposed Transferee\u0094); (iii) the number of Shares to be transferred to each Proposed Transferee; <\/p>\n
and (iv) the bona fide cash price or other consideration for which the Holder proposes to transfer the Shares (the
\n\u0093Offered Price\u0094), and the Holder shall offer the Shares at the Offered Price to the Company or its assignee(s). <\/p>\n<\/p>\n
(b) Exercise of Right of First Refusal<\/u>. At any time within thirty (30) days after receipt of the Notice, the Company and\/or its assignee(s) may, by
\ngiving written notice to the Holder, elect to purchase all, but not less than all, of the Shares proposed to be transferred to any one or more of the Proposed Transferees, at the purchase price determined in accordance with subsection (c) below.\n<\/p>\n<\/p>\n
(c) Purchase Price<\/u>. The purchase price (\u0093Purchase
\nPrice\u0094) for the Shares purchased by the Company or its assignee(s) under this Section shall be the Offered Price. If the Offered Price includes consideration other than cash, the cash equivalent value of the non-cash consideration shall be
\ndetermined by the Board of Directors of the Company in good faith. <\/p>\n<\/p>\n
(d) Payment<\/u>. Payment of the Purchase Price shall be made, at the option of the Company or its assignee(s), in cash (by check), by cancellation of all or a portion of any outstanding indebtedness of the Holder to the Company (or, in
\nthe case of repurchase by an assignee, to the assignee), or by any combination thereof within 30 days after receipt of the Notice or in the manner and at the times set forth in the Notice. <\/p>\n<\/p>\n
(e) Holder\u0092s Right to Transfer<\/u>. If all of the Shares proposed in
\nthe Notice to be transferred to a given Proposed Transferee are not purchased by the Company and\/or its assignee(s) as provided in this Section, then the Holder may sell or otherwise transfer such Shares to that Proposed Transferee at the Offered
\nPrice or at a higher price, provided that such sale or other transfer is consummated within 120 days after the date of the Notice, that any such sale or other transfer is effected in accordance with any applicable securities laws and that the
\nProposed Transferee agrees in writing that the provisions of this Section shall continue to apply to the Shares in the hands of such Proposed Transferee. If the Shares described in the Notice are not transferred to the Proposed Transferee within
\nsuch period, a new Notice shall be given to the Company, and the Company and\/or its assignees shall again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred. <\/p>\n<\/p>\n
(f) Exception for Certain Family Transfers<\/u>. Anything to the contrary
\ncontained in this Section notwithstanding, the transfer of any or all of the Shares during the Optionee\u0092s lifetime or on the Optionee\u0092s death by will or intestacy to the Optionee\u0092s immediate family or a trust for the benefit of the
\nOptionee\u0092s immediate family shall be exempt from the provisions of this Section. \u0093Immediate Family\u0094 as used herein shall mean spouse or spousal equivalent (as defined below), lineal descendant or antecedent, father, mother, brother or
\nsister. As used herein, a person is deemed to be a spousal equivalent provided the following circumstances are true: (i) irrespective of whether or not the Optionee and the spousal equivalent are the same sex, they are the sole spousal equivalent of
\nthe other for the last twelve (12) months, (ii) they intend to remain so indefinitely, (iii) neither are married to anyone else, (iv) both are at least eighteen (18) years of age and are or were mentally competent at the commencement of the domestic
\npartnereship to consent to contract, (v) they are not related by blood to a degree of closeness that would prohibit legal marriage in the state in which they legally <\/p>\n<\/p>\n
-2- <\/p>\n
reside, (vi) they are jointly responsible for each other\u0092s common welfare and financial obligations, and (vii) they
\nhave resided together in the same residence for the last twelve (12) months and intend to do so indefinitely. In such case, the transferee or other recipient shall receive and hold the Shares so transferred subject to the provisions of this Section,
\nand there shall be no further transfer of such Shares except in accordance with the terms of this Section. <\/p>\n<\/p>\n
(g) Termination of Right of First Refusal<\/u>. The Right of First Refusal shall terminate as to any Shares upon the earlier of (i) first sale of Common
\nStock of the Company to the general public, or (ii) a Change in Control in which the successor corporation has equity securities that are publicly traded. <\/p>\n<\/p>\n
6. Tax Consultation<\/u>. Optionee understands that Optionee may suffer adverse tax consequences as a result of Optionee\u0092s purchase or disposition
\nof the Shares. Optionee represents that Optionee has consulted with any tax consultants Optionee deems advisable in connection with the purchase or disposition of the Shares and that Optionee is not relying on the Company for any tax advice.<\/p>\n<\/p>\n
7. Restrictive Legends and Stop-Transfer Orders.<\/u>\n<\/p>\n<\/p>\n
(a) Legends<\/u>. Optionee understands and agrees that the
\nCompany shall cause the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by the Company or by state or
\nfederal securities laws: <\/p>\n<\/p>\n
THE SECURITIES REPRESENTED HEREBY
\nHAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE \u0093ACT\u0094) AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COMPANY COUNSEL
\nSATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH. <\/p>\n<\/p>\n
THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND A RIGHT OF FIRST REFUSAL HELD BY THE ISSUER OR ITS
\nASSIGNEE(S) AS SET FORTH IN THE EXERCISE NOTICE BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS AND RIGHT OF FIRST REFUSAL ARE BINDING ON
\nTRANSFEREES OF THESE SHARES. <\/p>\n<\/p>\n
(b) Stop-Transfer Notices<\/u>.
\nOptionee agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate \u0093stop transfer\u0094 <\/p>\n<\/p>\n
-3- <\/p>\n
instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make
\nappropriate notations to the same effect in its own records. <\/p>\n<\/p>\n
(c) Refusal to Transfer<\/u>. The Company shall not be required (i) to transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Exercise Notice or (ii) to treat as owner
\nof such Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares shall have been so transferred. <\/p>\n<\/p>\n
8. Successors and Assigns<\/u>. The Company may assign any of its rights under this Exercise Notice to single or multiple assignees, and this Exercise
\nNotice shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein set forth, this Exercise Notice shall be binding upon Optionee and his or her heirs, executors, administrators, successors
\nand assigns. <\/p>\n<\/p>\n
9. Interpretation<\/u>. Any dispute regarding
\nthe interpretation of this Exercise Notice shall be submitted by Optionee or by the Company forthwith to the Administrator which shall review such dispute at its next regular meeting. The resolution of such a dispute by the Administrator shall be
\nfinal and binding on all parties. <\/p>\n<\/p>\n
10. Governing Law;
\nSeverability<\/u>. This Exercise Notice is governed by the internal substantive laws, but not the choice of law rules, of California. <\/p>\n<\/p>\n
-4- <\/p>\n
11. Entire Agreement<\/u>. The the offer letter between the Company and Optionee (the \u0093Offer
\nLetter\u0094), the Plan and the Option Agreement are incorporated herein by reference. This Exercise Notice, the Offer Letter, the Plan, the Restricted Stock Purchase Agreement, the Option Agreement and the Investment Representation Statement
\nconstitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Optionee with respect to the subject matter hereof, and may not be
\nmodified adversely to the Optionee\u0092s interest except by means of a writing signed by the Company and Optionee. <\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n
Submitted by:<\/p>\n<\/td>\n
 <\/td>\nAccepted by:<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n
OPTIONEE<\/p>\n<\/td>\n
 <\/td>\nGOOGLE INC.<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n
_____________________________________________________<\/p>\n
Signature<\/p>\n<\/td>\n
 <\/td>\n\n
_____________________________________________________<\/p>\n
By<\/p>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n
_____________________________________________________<\/p>\n
Print Name<\/p>\n<\/td>\n
 <\/td>\n\n
_____________________________________________________<\/p>\n
Its<\/p>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n
Address<\/u>:<\/p>\n<\/td>\n
 <\/td>\nAddress<\/u>:<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n
_____________________________________________________<\/p>\n
_____________________________________________________<\/p>\n
_____________________________________________________<\/p>\n<\/td>\n
 <\/td>\n\n
2400 Bayshore Parkway<\/p>\n
Mountain View, CA
\n94043<\/p>\n<\/td>\n<\/tr>\n
 <\/td>\n <\/td>\n\n
_____________________________________________________<\/p>\n
Date Received<\/p>\n<\/td>\n<\/tr>\n<\/table>\n<\/p>\n
-5- <\/p>\n
EXHIBIT B<\/u> <\/b><\/p>\n<\/p>\n
INVESTMENT REPRESENTATION STATEMENT <\/b><\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
OPTIONEE<\/td>\n  <\/td>\n:<\/td>\n  <\/td>\n___________________________<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
COMPANY<\/td>\n  <\/td>\n:<\/td>\n  <\/td>\nGOOGLE INC.<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
SECURITY<\/td>\n  <\/td>\n:<\/td>\n  <\/td>\nCOMMON STOCK<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
AMOUNT<\/td>\n  <\/td>\n:<\/td>\n  <\/td>\n___________________________<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
DATE<\/td>\n  <\/td>\n:<\/td>\n  <\/td>\n___________________________<\/td>\n<\/tr>\n<\/table>\n
In connection with the purchase of the
\nabove-listed Securities, the undersigned Optionee represents to the Company the following: <\/p>\n<\/p>\n
(a) Optionee is aware of the Company\u0092s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Securities.
\nOptionee is acquiring these Securities for investment for Optionee\u0092s own account only and not with a view to, or for resale in connection with, any \u0093distribution\u0094 thereof within the meaning of the Securities Act of 1933, as amended
\n(the \u0093Securities Act\u0094). <\/p>\n<\/p>\n
(b) Optionee acknowledges
\nand understands that the Securities constitute \u0093restricted securities\u0094 under the Securities Act and have not been registered under the Securities Act in reliance upon a specific exemption therefrom, which exemption depends upon, among
\nother things, the bona fide nature of Optionee\u0092s investment intent as expressed herein. In this connection, Optionee understands that, in the view of the Securities and Exchange Commission, the statutory basis for such exemption may be
\nunavailable if Optionee\u0092s representation was predicated solely upon a present intention to hold these Securities for the minimum capital gains period specified under tax statutes, for a deferred sale, for or until an increase or decrease in the
\nmarket price of the Securities, or for a period of one year or any other fixed period in the future. Optionee further understands that the Securities must be held indefinitely unless they are subsequently registered under the Securities Act or an
\nexemption from such registration is available. Optionee further acknowledges and understands that the Company is under no obligation to register the Securities. Optionee understands that the certificate evidencing the Securities will be imprinted
\nwith any legend required under applicable state securities laws. <\/p>\n<\/p>\n
Optionee is familiar with the provisions of Rule 144, promulgated under the Securities Act, which, in substance, permit limited public resale of \u0093restricted securities\u0094 acquired, directly or indirectly from the issuer thereof, in
\na non-public offering subject to the satisfaction of certain conditions. Rule 144 requires the resale to occur not less than one year after the later of the date the Securities were sold by the Company or the date the Securities were sold by an
\naffiliate of the Company, within the meaning of Rule 144; and, in the case of acquisition of the Securities by an <\/p>\n
affiliate, or by a non-affiliate who subsequently holds the Securities less than two years, the satisfaction of certain
\nof the conditions specified by Rule 144, including: (1) the resale being made through a broker in an unsolicited \u0093broker\u0092s transaction\u0094 or in transactions directly with a market maker (as said term is defined under the Securities
\nExchange Act of 1934), (2) the availability of certain public information about the Company, (3) the amount of Securities being sold during any three month period not exceeding the limitations specified in Rule 144(e), and (4) the timely filing of a
\nForm 144, if applicable. <\/p>\n<\/p>\n
(c) Optionee further understands that
\nin the event all of the applicable requirements of Rule 144 are not satisfied, registration under the Securities Act, compliance with Regulation A, or some other registration exemption will be required; and that, notwithstanding the fact that Rules
\n144 is not exclusive, the Staff of the Securities and Exchange Commission has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and otherwise than pursuant to Rules 144 will have a
\nsubstantial burden of proof in establishing that an exemption from registration is available for such offers or sales, and that such persons and their respective brokers who participate in such transactions do so at their own risk. Optionee
\nunderstands that no assurances can be given that any such other registration exemption will be available in such event. <\/p>\n<\/p>\n
\n\n\n\n\n\n\n\n
<\/td>\n<\/tr>\n
\n
Signature of Optionee:<\/p>\n<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
\n
__________________________________________<\/p>\n<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
\n
Date: ______________________________________<\/p>\n<\/td>\n<\/tr>\n<\/table>\n<\/div>\n
-2- <\/p>\n
EXHIBIT C-1<\/u> <\/b><\/p>\n<\/p>\n
GOOGLE INC. <\/b><\/p>\n<\/p>\n
2000 STOCK PLAN <\/b><\/p>\n<\/p>\n
RESTRICTED STOCK PURCHASE AGREEMENT <\/b><\/p>\n<\/p>\n
THIS AGREEMENT is made between              (the \u0093Purchaser\u0094) and Google Inc. (the<\/p>\n
\u0093Company\u0094) or it\u0092s assignees of rights hereunder as of             ,             . <\/p>\n<\/p>\n
Unless otherwise defined herein, the terms defined in the 2000 Stock Plan
\nshall have the same defined meanings in this Agreement. <\/p>\n<\/p>\n
RECITALS<\/u> <\/p>\n<\/p>\n
A. Pursuant to the exercise of the
\noption (grant number             ) granted to Purchaser under the Plan and pursuant to the Option Agreement dated              by
\nand between the Company and Purchaser with respect to such grant (the \u0093Option\u0094), which Plan and Option Agreement are hereby incorporated by reference, Purchaser has elected to purchase<\/p>\n
             of those shares of Common Stock which have not become vested under the vesting schedule set forth in the Option Agreement (\u0093Unvested Shares\u0094). The Unvested Shares and
\nthe shares subject to the Option Agreement which have become vested are sometimes collectively referred to herein as the \u0093Shares.\u0094 <\/p>\n<\/p>\n
B. As required by the Option Agreement, as a condition to Purchaser\u0092s election to exercise the option, Purchaser must execute this Agreement, which
\nsets forth the rights and obligations of the parties with respect to Shares acquired upon exercise of the Option. <\/p>\n<\/p>\n
1. Repurchase Option<\/u>. <\/p>\n<\/p>\n
(a) If Purchaser\u0092s status as a Service Provider is terminated for any reason, including for death and Disability, the Company or it\u0092s assignee
\nof rights hereunder shall have the right and option to purchase from Purchaser, or Purchaser\u0092s personal representative, as the case may be, all of the Purchaser\u0092s Unvested Shares as of the date of such termination at the price paid by the
\nPurchaser for such Shares (the \u0093Repurchase Option\u0094). <\/p>\n<\/p>\n
(b) Upon the occurrence of such termination, the Company may exercise its Repurchase Option by delivering personally or by registered mail, to Purchaser (or his transferee or legal representative, as the case may be), within ninety (90)
\ndays of the termination, a notice in writing indicating the Company\u0092s intention to exercise the Repurchase Option and setting forth a date for closing not later than thirty (30) days from the mailing of such notice. The closing shall take place
\nat the Company\u0092s office. At the closing, the holder of the certificates for the Unvested Shares being transferred shall deliver the stock certificate or certificates evidencing the Unvested Shares, and the Company shall deliver the purchase
\nprice therefor. <\/p>\n
(c) At its option, the Company or it\u0092s assignee of rights hereunder may elect to make payment for
\nthe Unvested Shares to a bank selected by the Company. The Company shall avail itself of this option by a notice in writing to Purchaser stating the name and address of the bank, date of closing, and waiving the closing at the Company\u0092s office.\n<\/p>\n<\/p>\n
(d) If the Company does not elect to exercise the Repurchase
\nOption conferred above by giving the requisite notice within ninety (90) days following the termination, the Repurchase Option shall terminate. <\/p>\n<\/p>\n
(e) The Repurchase Option shall terminate in accordance with the vesting schedule contained in Optionee\u0092s Option Agreement. The Company will not have
\nthe right to repurchase any shares that become vested under the terms of the Option Agreement and\/or offer letter between the Company and the Optionee. <\/p>\n<\/p>\n
2. Transferability of the Shares; Escrow<\/u>. <\/p>\n<\/p>\n
(a) Purchaser hereby authorizes and directs the Secretary of the Company, or such other person designated by the Company, to transfer the Unvested Shares
\nas to which the Repurchase Option has been exercised from Purchaser to the Company. <\/p>\n<\/p>\n
(b) To insure the availability for delivery of Purchaser\u0092s Unvested Shares upon repurchase by the Company pursuant to the Repurchase Option under Section 1, Purchaser hereby appoints the Secretary, or any other
\nperson designated by the Company as escrow agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such Unvested Shares, if any, repurchased by the Company pursuant to the Repurchase Option and shall, upon execution of this
\nAgreement, deliver and deposit with the Secretary of the Company, or such other person designated by the Company, the share certificates representing the Unvested Shares, together with the stock assignment duly endorsed in blank, attached hereto as<\/p>\n
Exhibit C-2<\/u>. The Unvested Shares and stock assignment shall be held by the secretary in escrow, pursuant to the Joint Escrow Instructions of the Company and Purchaser attached as Exhibit C-3<\/u> hereto, until the Company exercises its
\nRepurchase Option, until such Unvested Shares are vested, or until such time as this Agreement no longer is in effect. Upon vesting of the Unvested Shares, the escrow agent shall promptly deliver to the Purchaser the certificate or certificates
\nrepresenting such Shares in the escrow agent\u0092s possession belonging to the Purchaser, and the escrow agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such
\ncertificate or certificates as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement. <\/p>\n<\/p>\n
(c) The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in
\ngood faith and in the exercise of its judgment. <\/p>\n<\/p>\n
(d) Transfer
\nor sale of the Shares is subject to restrictions on transfer imposed by any applicable state and federal securities laws. Any transferee shall hold such Shares subject to all the provisions hereof and the Exercise Notice executed by the Purchaser
\nwith respect to any <\/p>\n<\/p>\n
-2- <\/p>\n
Unvested Shares purchased by Purchaser and shall acknowledge the same by signing a copy of this Agreement. <\/p>\n<\/p>\n
3. Ownership, Voting Rights, Duties<\/u>. This Agreement shall not affect
\nin any way the ownership, voting rights or other rights or duties of Purchaser, except as specifically provided herein. <\/p>\n<\/p>\n
4. Legends<\/u>. The share certificate evidencing the Shares issued hereunder shall be endorsed with the following legend (in addition to any legend
\nrequired under applicable federal and state securities laws): <\/p>\n<\/p>\n
THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS UPON TRANSFER AND RIGHTS OF REPURCHASE AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE
\nCOMPANY. <\/p>\n<\/p>\n
5. Adjustment for Stock Split<\/u>. All references
\nto the number of Shares and the purchase price of the Shares in this Agreement shall be appropriately adjusted to reflect any stock split, stock dividend or other change in the Shares which may be made by the Company pursuant to Section 12 of the
\nPlan after the date of this Agreement. <\/p>\n<\/p>\n
6. Notices<\/u>.
\nNotices required hereunder shall be given in person or by registered mail to the address of Purchaser shown on the records of the Company, and to the Company at their respective principal executive offices. <\/p>\n<\/p>\n
7. Survival of Terms<\/u>. This Agreement shall apply to and bind Purchaser
\nand the Company and their respective permitted assignees and transferees, heirs, legatees, executors, administrators and legal successors. <\/p>\n<\/p>\n
8. Section 83(b) Election<\/u>. Purchaser hereby acknowledges that he or she has been informed that, with respect to the exercise of an Option for
\nUnvested Shares, an election (the \u0093Election\u0094) may be filed by the Purchaser with the Internal Revenue Service, within thirty (30) days of the purchase of the exercised Shares, electing pursuant to Section 83(b) of the Code to be taxed
\ncurrently on any difference between the purchase price of the exercised Shares and their Fair Market Value on the date of purchase. In the case of a Nonstatutory Stock Option, this will result in a recognition of taxable income to the Purchaser on
\nthe date of exercise, measured by the excess, if any, of the Fair Market Value of the exercised Shares, at the time the Option is exercised over the purchase price for the exercised Shares. Absent such an Election, taxable income will be measured
\nand recognized by Purchaser at the time or times on which the Company\u0092s Repurchase Option lapses. In the case of an Incentive Stock Option, such an Election will result in a recognition of income to the Purchaser for alternative minimum tax
\npurposes on the date of exercise, measured by the excess, if any, of the Fair Market Value of the exercised Shares, at the time the option is exercised, over the purchase price for the exercised Shares. Absent such an Election, alternative minimum
\ntaxable income will be measured and recognized by Purchaser at the time or times on which the Company\u0092s Repurchase Option lapses. Purchaser is strongly encouraged to seek the advice of his or her own tax <\/p>\n<\/p>\n
-3- <\/p>\n
consultants in connection with the purchase of the Shares and the advisability of filing of the Election under Section
\n83(b) of the Code. A form of Election under Section 83(b) is attached hereto as Exhibit C-4<\/u> for reference. <\/p>\n<\/p>\n
PURCHASER ACKNOWLEDGES THAT IT IS PURCHASER\u0092S SOLE RESPONSIBILITY AND NOT THE COMPANY\u0092S TO FILE TIMELY THE ELECTION UNDER SECTION 83(b) OF THE
\nCODE, EVEN IF PURCHASER REQUESTS THE COMPANY OR ITS REPRESENTATIVE TO MAKE THIS FILING ON PURCHASER\u0092S BEHALF. <\/p>\n<\/p>\n
9. Representations<\/u>. Purchaser has reviewed with his own tax advisors the federal, state, local and foreign tax consequences of this investment and
\nthe transactions contemplated by this Agreement. Purchaser is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. Purchaser understands that he (and not the Company) shall be responsible
\nfor his own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement. <\/p>\n<\/p>\n
10. Governing Law<\/u>. This Agreement shall be governed by the internal substantive laws, but not the choice of law rules, of California. <\/p>\n<\/p>\n
Purchaser represents that he has read this Agreement and is familiar with
\nits terms and provisions. Purchaser hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Board upon any questions arising under this Agreement. <\/p>\n<\/p>\n
-4- <\/p>\n
IN WITNESS WHEREOF, this Agreement is deemed made as of the date first set forth above. <\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n
OPTIONEE<\/p>\n<\/td>\n
 <\/td>\nGOOGLE INC.<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n
_____________________________________________________<\/p>\n
Signature<\/p>\n<\/td>\n
 <\/td>\n\n
_____________________________________________________<\/p>\n
By<\/p>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n
_____________________________________________________<\/p>\n
Print Name<\/p>\n<\/td>\n
 <\/td>\n\n
_____________________________________________________<\/p>\n
Title<\/p>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n
_____________________________________________________<\/p>\n
_____________________________________________________<\/p>\n
Residence Address<\/p>\n<\/td>\n
 <\/td>\n <\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n
Dated: __________________________________,_____________<\/p>\n<\/td>\n
 <\/td>\n <\/td>\n<\/tr>\n<\/table>\n<\/p>\n
-5- <\/p>\n
EXHIBIT C-2<\/u> <\/b><\/p>\n<\/p>\n
ASSIGNMENT SEPARATE FROM CERTIFICATE <\/b><\/p>\n<\/p>\n
FOR VALUE RECEIVED I,                 ,
\nhereby sell, assign and transfer unto Google Inc.                      (            )
\nshares of the Common Stock of Google Inc. standing in my name of the books of said corporation represented by Certificate No.          herewith and do hereby irrevocably constitute and appoint<\/p>\n
                     to transfer the said stock on the books of the within named corporation with full power of substitution in the premises.\n<\/p>\n<\/p>\n
This Stock Assignment may be used only in accordance with the
\nRestricted Stock Purchase Agreement between Google Inc. and the undersigned
\ndated                     ,         . <\/p>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
Dated: ___________________________,____<\/td>\n <\/td>\nSignature: ___________________________________________<\/td>\n<\/tr>\n<\/table>\n<\/p>\n<\/p>\n
INSTRUCTIONS:
\nPlease do not fill in any blanks other than the signature line. The purpose of this assignment is to enable the Company to exercise its \u0093repurchase option,\u0094 as set forth in the Agreement, without requiring additional signatures on the part
\nof the Purchaser. <\/p>\n<\/p>\n
EXHIBIT C-3<\/u> <\/b><\/p>\n<\/p>\n
JOINT ESCROW INSTRUCTIONS <\/b><\/p>\n<\/p>\n
Date:                     ,\n         <\/p>\n<\/p>\n
Wilson Sonsini Goodrich & Rosati<\/b> <\/p>\n
650 Page Mill Road <\/p>\n
Palo Alto, CA 94304-1050 <\/p>\n<\/p>\n
Attention: Corporate Secretary <\/p>\n<\/p>\n
Dear Sir\/Madam: <\/p>\n<\/p>\n
As Escrow Agent for both Google Inc. (the \u0093Company\u0094), and the undersigned purchaser of stock of the Company (the \u0093Purchaser\u0094), you are
\nhereby authorized and directed to hold the documents delivered to you pursuant to the terms of that certain Restricted Stock Purchase Agreement (the \u0093Agreement\u0094) between the Company and the undersigned, in accordance with the following
\ninstructions: <\/p>\n<\/p>\n
1. In the event the Company and\/or any assignee
\nof the Company (referred to collectively for convenience herein as the \u0093Company\u0094) exercises the Company\u0092s repurchase option set forth in the Agreement, the Company shall give to Purchaser and you a written notice specifying the number
\nof shares of stock to be purchased, the purchase price, and the time for a closing hereunder at the principal office of the Company. Purchaser and the Company hereby irrevocably authorize and direct you to close the transaction contemplated by such
\nnotice in accordance with the terms of said notice. <\/p>\n<\/p>\n
2. At the
\nclosing, you are directed (a) to date the stock assignments necessary for the transfer in question, (b) to fill in the number of shares being transferred, and (c) to deliver the stock assignments, together with the certificate evidencing the shares
\nof stock to be transferred, to the Company or its assignee, against the simultaneous delivery to you of the purchase price (by cash, a check, or some combination thereof) for the number of shares of stock being purchased pursuant to the exercise of
\nthe Company\u0092s repurchase option. <\/p>\n<\/p>\n
3. Purchaser irrevocably
\nauthorizes the Company to deposit with you any certificates evidencing shares of stock to be held by you hereunder and any additions and substitutions to said shares as defined in the Agreement. Purchaser does hereby irrevocably constitute and
\nappoint you as Purchaser\u0092s attorney-in-fact and agent for the term of this escrow to execute with respect to such securities all documents necessary or appropriate to make such securities negotiable and to complete any transaction herein
\ncontemplated, including but not limited to the filing with any applicable state blue sky authority of any required applications for consent to, or notice of transfer of, the securities. Subject to the provisions of this paragraph 3, Purchaser shall
\nexercise all rights and privileges of a stockholder of the Company while the stock is held by you. <\/p>\n<\/p>\n
4. Upon written request of the Purchaser, but no more than once per calendar quarter, unless the Company\u0092s repurchase option has been exercised, you
\nwill deliver to Purchaser a certificate <\/p>\n
or certificates representing so many shares of stock as are not then subject to the Company\u0092s repurchase option.
\nWithin 120 days after cessation of Purchaser\u0092s continuous employment by or services to the Company, or any parent or subsidiary of the Company, you will deliver to Purchaser a certificate or certificates representing the aggregate number of
\nshares held or issued pursuant to the Agreement and not purchased by the Company or its assignees pursuant to exercise of the Company\u0092s repurchase option. <\/p>\n<\/p>\n
5. If at the time of termination of this escrow you should have in your possession any documents, securities, or other property belonging to Purchaser,
\nyou shall deliver all of the same to Purchaser and shall be discharged of all further obligations hereunder. <\/p>\n<\/p>\n
6. Your duties hereunder may be altered, amended, modified or revoked only by a writing signed by all of the parties hereto. <\/p>\n<\/p>\n
7. You shall be obligated only for the performance of such duties as are
\nspecifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by you to be genuine and to have been signed or presented by the proper party or parties. You shall not be
\npersonally liable for any act you may do or omit to do hereunder as Escrow Agent or as attorney-in-fact for Purchaser while acting in good faith, and any act done or omitted by you pursuant to the advice of your own attorneys shall be conclusive
\nevidence of such good faith. <\/p>\n<\/p>\n
8. You are hereby expressly
\nauthorized to disregard any and all warnings given by any of the parties hereto or by any other person or corporation, excepting only orders or process of courts of law and are hereby expressly authorized to comply with and obey orders, judgments or
\ndecrees of any court. In case you obey or comply with any such order, judgment or decree, you shall not be liable to any of the parties hereto or to any other person, firm or corporation by reason of such compliance, notwithstanding any such order,
\njudgment or decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. <\/p>\n<\/p>\n
9. You shall not be liable in any respect on account of the identity, authorities or rights of the parties executing or delivering or purporting to
\nexecute or deliver the Agreement or any documents or papers deposited or called for hereunder. <\/p>\n<\/p>\n
10. You shall not be liable for the outlawing of any rights under the Statute of Limitations with respect to these Joint Escrow Instructions or any documents deposited with you. <\/p>\n<\/p>\n
11. You shall be entitled to employ such legal counsel and other experts as
\nyou may deem necessary properly to advise you in connection with your obligations hereunder, may rely upon the advice of such counsel, and may pay such counsel reasonable compensation therefor. <\/p>\n<\/p>\n
12. Your responsibilities as Escrow Agent hereunder shall terminate if you
\nshall cease to be an officer or agent of the Company or if you shall resign by written notice to each party. In the event of any such termination, the Company shall appoint a successor Escrow Agent. <\/p>\n<\/p>\n
-2- <\/p>\n
13. If you reasonably require other or further instruments in connection with these Joint Escrow
\nInstructions or obligations in respect hereto, the necessary parties hereto shall join in furnishing such instruments. <\/p>\n<\/p>\n
14. It is understood and agreed that should any dispute arise with respect to the delivery and\/or ownership or right of possession of the securities held
\nby you hereunder, you are authorized and directed to retain in your possession without liability to anyone all or any part of said securities until such disputes shall have been settled either by mutual written agreement of the parties concerned or
\nby a final order, decree or judgment of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but you shall be under no duty whatsoever to institute or defend any such proceedings. <\/p>\n<\/p>\n
15. Any notice required or permitted hereunder shall be given in writing and
\nshall be deemed effectively given upon personal delivery or upon deposit in the United States Post Office, by registered or certified mail with postage and fees prepaid, addressed to each of the other parties thereunto entitled at the following
\naddresses or at such other addresses as a party may designate by ten days\u0092 advance written notice to each of the other parties hereto. <\/p>\n<\/p>\n
16. By signing these Joint Escrow Instructions, you become a party hereto only for the purpose of said Joint Escrow Instructions; you do not become a
\nparty to the Agreement. <\/p>\n<\/p>\n
17. This instrument shall be binding
\nupon and inure to the benefit of the parties hereto, and their respective successors and permitted assigns. <\/p>\n<\/p>\n
-3- <\/p>\n
18. These Joint Escrow Instructions shall be governed by the internal substantive laws, but not the
\nchoice of law rules, of California. <\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n
PURCHASER<\/p>\n<\/td>\n
 <\/td>\nGOOGLE INC.<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n
_____________________________________________________<\/p>\n
Signature<\/p>\n<\/td>\n
 <\/td>\n\n
_____________________________________________________<\/p>\n
By<\/p>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n
_____________________________________________________<\/p>\n
Print Name<\/p>\n<\/td>\n
 <\/td>\n\n
_____________________________________________________<\/p>\n
Title<\/p>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n
_____________________________________________________<\/p>\n
_____________________________________________________<\/p>\n
Residence Address<\/p>\n<\/td>\n
 <\/td>\n <\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n
ESCROW AGENT<\/p>\n<\/td>\n
 <\/td>\n <\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n
_____________________________________________________<\/p>\n
Corporate Secretary<\/p>\n<\/td>\n
 <\/td>\n <\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n
Dated: __________________________________,_____________<\/p>\n<\/td>\n
 <\/td>\n <\/td>\n<\/tr>\n<\/table>\n
-4- <\/p>\n
EXHIBIT C-4<\/u> <\/b><\/p>\n<\/p>\n
ELECTION UNDER SECTION 83(b) <\/b><\/p>\n
OF THE INTERNAL REVENUE CODE OF 1986 <\/b><\/p>\n<\/p>\n
The undersigned taxpayer hereby elects, pursuant to Sections 55 and 83(b) of the Internal Revenue Code of 1986, as amended, to include in taxpayer\u0092s gross income or alternative minimum taxable income, as the case may be, for the
\ncurrent taxable year the amount of any compensation taxable to taxpayer in connection with taxpayer\u0092s receipt of the property described below: <\/p>\n<\/p>\n\n\n
1.<\/td>\nThe name, address, taxpayer identification number and taxable year of the undersigned are as follows: <\/td>\n<\/tr>\n<\/table>\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
 <\/td>\n  <\/td>\nTAXPAYER<\/b><\/p>\n
<\/td>\n		  <\/td>\nSPOUSE<\/b><\/p>\n
<\/td>\n<\/tr>\n
\n
NAME:<\/p>\n<\/td>\n
  <\/td>\n__________________________________<\/td>\n  <\/td>\n__________________________________<\/td>\n<\/tr>\n
\n
ADDRESS:<\/p>\n<\/p>\n<\/td>\n
  <\/td>\n__________________________________<\/td>\n  <\/td>\n__________________________________<\/td>\n<\/tr>\n
\n
IDENTIFICATION NUMBER:<\/p>\n<\/td>\n
  <\/td>\n__________________________________<\/td>\n  <\/td>\n__________________________________<\/td>\n<\/tr>\n
\n
TAXABLE YEAR:<\/p>\n<\/td>\n
  <\/td>\n__________________________________<\/td>\n  <\/td>\n__________________________________<\/td>\n<\/tr>\n<\/table>\n\n\n
2.<\/td>\nThe property with respect to which the election is made is described as follows:              shares (the<\/p>\n
\u0093Shares\u0094) of the Common Stock of Google Inc. (the \u0093Company\u0094). <\/td>\n<\/tr>\n<\/table>\n\n\n
3.<\/td>\nThe date on which the property was transferred is:
\n,            . <\/td>\n<\/tr>\n<\/table>\n\n\n
4.<\/td>\nThe property is subject to the following restrictions: <\/td>\n<\/tr>\n<\/table>\n
The Shares may not be transferred and are subject to forfeiture under the terms of an agreement between the taxpayer and the Company. These restrictions
\nlapse upon the satisfaction of certain conditions contained in such agreement. <\/p>\n<\/p>\n\n\n
5.<\/td>\nThe fair market value at the time of transfer, determined without regard to any restriction other than a restriction which by its terms will never lapse, of such property is: $
\nper share<\/u>. <\/td>\n<\/tr>\n<\/table>\n\n\n
6.<\/td>\nThe amount (if any) paid for such property is: $ (per share)<\/u>. <\/td>\n<\/tr>\n<\/table>\n
The undersigned has submitted a copy of this statement to the person for whom the services were performed in connection with the undersigned\u0092s receipt of the
\nabove-described property. The transferee of such property is the person performing the services in connection with the transfer of said property. <\/p>\n<\/p>\n
The undersigned understands that the foregoing election may not be revoked except with the consent of the Commissioner<\/u>. <\/p>\n<\/p>\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n
Dated: ____________________________________, _______<\/p>\n<\/td>\n
  <\/td>\n______________________________________________________<\/td>\n<\/tr>\n
 <\/td>\n  <\/td>\nTaxpayer<\/td>\n<\/tr>\n<\/table>\n
The undersigned spouse of taxpayer
\njoins in this election. <\/p>\n<\/p>\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n
Dated: ____________________________________, _______<\/p>\n<\/td>\n
  <\/td>\n______________________________________________________<\/td>\n<\/tr>\n
 <\/td>\n  <\/td>\nSpouse of Taxpayer<\/td>\n<\/tr>\n<\/table>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7664],"corporate_contracts_industries":[9510],"corporate_contracts_types":[9539,9545],"class_list":["post-39993","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-google-inc","corporate_contracts_industries-technology__programming","corporate_contracts_types-compensation","corporate_contracts_types-compensation__esp"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/39993","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=39993"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39993"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39993"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39993"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}