Attached files
file | filename |
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S-1/A - QLIK TECHNOLOGIES, INC. - QLIK TECHNOLOGIES INC | b80142a4sv1za.htm |
EX-1.1 - EX-1.1 - QLIK TECHNOLOGIES INC | b80142a4exv1w1.htm |
EX-5.1 - EX-5.1 - QLIK TECHNOLOGIES INC | b80142a4exv5w1.htm |
EX-3.2 - EX-3.2 - QLIK TECHNOLOGIES INC | b80142a4exv3w2.htm |
EX-23.1 - EX-23.1 - QLIK TECHNOLOGIES INC | b80142a4exv23w1.htm |
EX-21.1 - EX-21.1 - QLIK TECHNOLOGIES INC | b80142a4exv21w1.htm |
EX-4.3.A - EX-4.3.A - QLIK TECHNOLOGIES INC | b80142a4exv4w3wa.htm |
EX-10.28.A - EX-10.28.A - QLIK TECHNOLOGIES INC | b80142a4exv10w28wa.htm |
EX-10.25.A - EX-10.25.A - QLIK TECHNOLOGIES INC | b80142a4exv10w25wa.htm |
EX-10.26.A - EX-10.26.A - QLIK TECHNOLOGIES INC | b80142a4exv10w26wa.htm |
EX-23.3 - EX-23.3 - QLIK TECHNOLOGIES INC | b80142a4exv23w3.htm |
Exhibit 10.20
Qlik Technologies Inc.
2010 Omnibus Equity Incentive Plan
(As Adopted Effective on the IPO Date)
TABLE OF CONTENTS
Page | ||||||||
ARTICLE 1. | INTRODUCTION | 1 | ||||||
ARTICLE 2. | ADMINISTRATION | 1 | ||||||
2.1 | Committee Composition | 1 | ||||||
2.2 | Committee Responsibilities | 1 | ||||||
2.3 | Non-Officer Grants | 2 | ||||||
ARTICLE 3. | SHARES AVAILABLE FOR GRANTS | 2 | ||||||
3.1 | Basic Limitation | 2 | ||||||
3.2 | Annual Increase in Shares | 2 | ||||||
3.3 | Shares Returned to Reserve | 2 | ||||||
3.4 | Dividend Equivalents | 3 | ||||||
ARTICLE 4. | ELIGIBILITY | 3 | ||||||
4.1 | Incentive Stock Options | 3 | ||||||
4.2 | Other Grants | 3 | ||||||
ARTICLE 5. | OPTIONS | 3 | ||||||
5.1 | Stock Option Agreement | 3 | ||||||
5.2 | Number of Shares | 3 | ||||||
5.3 | Exercise Price | 3 | ||||||
5.4 | Exercisability and Term | 3 | ||||||
5.5 | Effect of Change in Control | 4 | ||||||
5.6 | Death of Optionee | 4 | ||||||
5.7 | Modification or Assumption of Options | 4 | ||||||
5.8 | Buyout Provisions | 4 | ||||||
5.9 | Tax Considerations Related to Option Modifications | 4 | ||||||
ARTICLE 6. | PAYMENT FOR OPTION SHARES | 4 | ||||||
6.1 | General Rule | 4 | ||||||
6.2 | Surrender of Stock | 5 | ||||||
6.3 | Exercise/Sale | 5 | ||||||
6.4 | Other Forms of Payment | 5 | ||||||
ARTICLE 7. | STOCK APPRECIATION RIGHTS | 5 | ||||||
7.1 | SAR Agreement | 5 | ||||||
7.2 | Number of Shares | 5 | ||||||
7.3 | Exercise Price | 5 | ||||||
7.4 | Exercisability and Term | 5 | ||||||
7.5 | Effect of Change in Control | 6 | ||||||
7.6 | Exercise of SARs | 6 | ||||||
7.7 | Death of Optionee | 6 | ||||||
7.8 | Modification or Assumption of SARs | 6 |
i
Page | ||||||||
ARTICLE 8. | RESTRICTED SHARES | 7 | ||||||
8.1 | Restricted Stock Agreement | 7 | ||||||
8.2 | Payment for Awards | 7 | ||||||
8.3 | Vesting Conditions | 7 | ||||||
8.4 | Voting and Dividend Rights | 7 | ||||||
ARTICLE 9. | STOCK UNITS | 7 | ||||||
9.1 | Stock Unit Agreement | 7 | ||||||
9.2 | Payment for Awards | 7 | ||||||
9.3 | Vesting Conditions | 8 | ||||||
9.4 | Voting and Dividend Rights | 8 | ||||||
9.5 | Form and Time of Settlement of Stock Units | 8 | ||||||
9.6 | Death of Recipient | 8 | ||||||
9.7 | Creditors Rights | 9 | ||||||
ARTICLE 10. | OTHER AWARDS | 9 | ||||||
10.1 | Awards under Other Plans | 9 | ||||||
ARTICLE 11. | PROTECTION AGAINST DILUTION | 9 | ||||||
11.1 | Adjustments | 9 | ||||||
11.2 | Dissolution or Liquidation | 9 | ||||||
11.3 | Reorganizations | 10 | ||||||
ARTICLE 12. | PAYMENT OF DIRECTORS FEES IN SECURITIES | 11 | ||||||
12.1 | Effective Date | 11 | ||||||
12.2 | Elections to Receive NSOs, Restricted Shares or Stock Units | 11 | ||||||
12.3 | Number and Terms of NSOs, Restricted Shares or Stock Units | 11 | ||||||
ARTICLE 13. | LIMITATION ON RIGHTS | 11 | ||||||
13.1 | Retention Rights | 11 | ||||||
13.2 | Stockholders Rights | 11 | ||||||
13.3 | Regulatory Requirements | 11 | ||||||
ARTICLE 14. | TAXES | 12 | ||||||
14.1 | General | 12 | ||||||
14.2 | Share Withholding | 12 | ||||||
14.3 | Section 409A Matters | 12 | ||||||
ARTICLE 15. | PLAN AMENDMENTS AND TERMINATION | 12 | ||||||
15.1 | Term of the Plan | 12 | ||||||
15.2 | Amendment or Termination | 12 | ||||||
15.3 | Stockholder Approval | 12 | ||||||
ARTICLE 16. | DEFINITIONS | 13 |
ii
Qlik Technologies Inc.
2010 Omnibus Equity Incentive Plan
ARTICLE 1. INTRODUCTION.
The Board adopted the Plan effective as of the IPO Date. The purpose of the Plan is to
promote the long-term success of the Company and the creation of stockholder value by (a)
encouraging Employees, Outside Directors and Consultants to focus on critical long-range
objectives, (b) encouraging the attraction and retention of Employees, Outside Directors and
Consultants with exceptional qualifications and (c) linking Employees, Outside Directors and
Consultants directly to stockholder interests through increased stock ownership. The Plan seeks to
achieve this purpose by providing for Awards in the form of Options (which may constitute ISOs or
NSOs), SARs, Restricted Shares, or Stock Units.
The Plan shall be governed by, and construed in accordance with, the laws of the State of
Delaware (except their choice-of-law provisions).
ARTICLE 2. ADMINISTRATION.
2.1 Committee Composition. The Compensation Committee of the Board shall administer the Plan. The Committee shall
consist exclusively of two or more members of the Board, who shall be appointed by the Board. In
addition, each member of the Committee shall meet the following requirements:
(a) Any listing standards prescribed by the principal securities market on
which the Companys equity securities are traded;
(b) Such requirements as the Internal Revenue Service may establish for outside
directors acting under plans intended to qualify for exemption under Section
162(m)(4)(C) of the Code;
(c) Such requirements as the Securities and Exchange Commission may establish
for administrators acting under plans intended to qualify for exemption under Rule
16b-3 (or its successor) under the Exchange Act; and
(d) Any other requirements imposed by applicable law, regulations or rules.
2.2 Committee Responsibilities. The Committee shall (a) select the Employees, Outside Directors and Consultants who are to
receive Awards under the Plan, (b) determine the type, number, vesting requirements and other
features and conditions of such Awards, (c) determine to what extent any Performance Goals have
been attained, (d) determine whether and to what extent performance goals have been attained, (e)
make all other decisions
relating to the operation of the Plan and (f) carry out any other duties delegated to it by
the Board. The Committee is also authorized to interpret the terms of and establish operating
rules applicable to the Plan and Awards, may adopt such rules, guidelines and procedures as it
deems appropriate to implement and administer the Plan, including such rules or sub-plans as it in
its discretion deems necessary to allow for the grant of Awards to Employees, Outside Directors and
Consultants under the laws and practices of foreign countries. The Committees determinations under
the Plan shall be final and binding on all persons.
2.3 Non-Officer Grants. The Board (or the Committee if the Board has delegated to it authority to further delegate
its responsibilities) may delegate its authority to administer the Plan to an additional committee
of the Board, composed of one or more directors of the Company, or to the extent permitted by
applicable law one or more officers of the Company. The members of such additional committee need
not satisfy the requirements of Section 2.1. Such committee or individual(s) may (a) administer
the Plan with respect to Employees and Consultants who are not Outside Directors and are not
considered executive officers of the Company under Section 16 of the Exchange Act, (b) grant Awards
under the Plan to such Employees and Consultants and (c) subject to any limitations imposed under
the terms of the authority delegated, determine all features and conditions of such Awards. Within
the limitations of this Section 2.3, any reference in the Plan to the Committee shall, where the
context requires, include any such individual(s) or additional committee to whom the Board has
delegated the required authority under this Section 2.3.
ARTICLE 3. SHARES AVAILABLE FOR GRANTS.
3.1 Basic Limitation. Common Shares issued pursuant to the Plan may be authorized but unissued shares or treasury
shares. The aggregate number of Common Shares issued under the Plan shall not exceed (a) 3,300,000
plus (b) the additional Common Shares described in Sections 3.2 and 3.3. The number of Common
Shares that are subject to Awards outstanding at any time under the Plan shall not exceed the
number of Common Shares that then remain available for issuance under the Plan. All Common Shares
available under the Plan may be issued upon the exercise of ISOs. The limitations of this Section
3.1 and Section 3.2 shall be subject to adjustment pursuant to Article 11.
3.2 Annual Increase in Shares. As of the first day of each fiscal year of the Company, commencing on January 1, 2011, the
aggregate number of Common Shares that may be issued under the Plan shall automatically increase by
a number equal to the lowest of (a) 3.75% of the total number of Common Shares then outstanding,
(b) 3,300,000 Common Shares or (c) the number determined by the Board.
3.3 Shares Returned to Reserve. To the extent that Options, SARs or Stock Units are forfeited or expire for any other
reason before being exercised or settled in full, the Common Shares subject to such Options, SARs
or Stock Units shall again become available for issuance under the Plan. If SARs are exercised,
then only the number of Common Shares (if any) actually issued in settlement of such SARs shall
reduce the number available under Section 3.1 and the balance shall again become available for
issuance under the Plan. If Stock Units are settled, then only the number of Common Shares (if
any) actually issued in settlement of such Stock Units shall reduce the number available under
Section 3.1 and the balance shall
2
again become available for issuance under the Plan. If Restricted Shares or Common Shares issued
upon the exercise of Options are reacquired by the Company pursuant to a forfeiture provision or
for any other reason, then such Common Shares shall again become available for issuance under the
Plan. Shares applied to pay the Exercise Price of Options or to satisfy tax withholding
obligations related to any Award shall again become available for issuance under the Plan. To the
extent that an Award is settled in cash rather than Shares, the cash settlement shall not reduce
the number of Shares available for issuance under the Plan.
3.4 Dividend Equivalents. Any dividend equivalents paid or credited under the Plan with respect to Stock Units shall
not be applied against the number of Common Shares that may be issued under the Plan.
ARTICLE 4. ELIGIBILITY.
4.1 Incentive Stock Options. Only Employees who are common-law employees of the Company, a Parent or a Subsidiary shall
be eligible for the grant of ISOs. In addition, an Employee who owns more than 10% of the total
combined voting power of all classes of outstanding stock of the Company or any of its Parents or
Subsidiaries shall not be eligible for the grant of an ISO unless the additional requirements set
forth in Section 422(c)(5) of the Code are satisfied.
4.2 Other Grants. Only Employees, Outside Directors and Consultants shall be eligible for the grant of
Restricted Shares, Stock Units, NSOs, and SARs.
ARTICLE 5. OPTIONS.
5.1 Stock Option Agreement. Each grant of an Option under the Plan shall be evidenced by a Stock Option Agreement
between the Optionee and the Company. Such Option shall be subject to all applicable terms of the
Plan and may be subject to any other terms that are not inconsistent with the Plan. The Stock
Option Agreement shall specify whether the Option is an ISO or an NSO. The provisions of the
various Stock Option Agreements entered into under the Plan need not be identical.
5.2 Number of Shares. Each Stock Option Agreement shall specify the number of Common Shares subject to the
Option, which number shall adjust in accordance with Article 11. Options granted to an Optionee in
a single fiscal year of the Company shall not cover more than 800,000 Common Shares. The
limitations set forth in the preceding sentence shall be subject to adjustment in accordance with
Article 11.
5.3 Exercise Price. Each Stock Option Agreement shall specify the Exercise Price, which shall not be less than
100% of the Fair Market Value of a Common Share on the date of grant. The preceding sentence shall
not apply to Options granted pursuant to an assumption of, or substitution for, another option in a
manner that would satisfy the requirements of Section 424(a) of the Code, whether or not such
section is applicable.
5.4 Exercisability and Term. Each Stock Option Agreement shall specify the date or event when all or any installment of
the Option is to become vested and/or exercisable. The Stock Option Agreement shall also specify
the term of the Option; provided
3
that the term of an ISO shall in no event exceed 10 years from the date of grant. A Stock
Option Agreement may provide for accelerated vesting and exercisability in the event of the
Optionees death, disability or retirement or other events and may provide for expiration prior to
the end of its term in the event of the termination of the Optionees Service.
5.5 Effect of Change in Control. The Committee may determine, at the time of granting an Option or thereafter, that such
Option shall become vested and exercisable as to all or part of the Common Shares subject to such
Option in the event that a Change in Control occurs with respect to the Company or in the event
that the Optionee is subject to an Involuntary Termination after a Change in Control. However, in
the case of an ISO, the acceleration of vesting and exercisability shall not occur without the
Optionees written consent. In addition, acceleration of vesting and exercisability may be
required under Section 11.3.
5.6 Death of Optionee. After an Optionees death, any vested and exercisable Options held by such Optionee may be
exercised by his or her beneficiary or beneficiaries. Each Optionee may designate one or more
beneficiaries for this purpose by filing the prescribed form with the Company. A beneficiary
designation may be changed by filing the prescribed form with the Company at any time before the
Optionees death. If no beneficiary was designated or if no designated beneficiary survives the
Optionee, then any vested and exercisable Options held by the Optionee may be exercised by his or
her estate.
5.7 Modification or Assumption of Options. Within the limitations of the Plan, the Committee may modify, reprice, extend or assume
outstanding options or may accept the cancellation of outstanding options (whether granted by the
Company or by another issuer) in return for the grant of new options for the same or a different
number of shares and at the same or a different exercise price. The foregoing notwithstanding, no
modification of an Option shall, without the consent of the Optionee, alter or impair his or her
rights or obligations under such Option.
5.8 Buyout Provisions. The Committee may at any time (a) offer to buy out for a payment in cash or cash
equivalents an Option previously granted or (b) authorize an Optionee to elect to cash out an
Option previously granted, in either case at such time and based upon such terms and conditions as
the Committee shall establish.
5.9 Tax Considerations Related to Option Modifications. Notwithstanding anything to the contrary in Section 5.8 or 5.9, in no event shall a
modification of an Option otherwise permitted or consented to under the terms of the Plan be given
effect if such modification would cause the Option to become a stock right subject to Code Section
409A (where such Option had not previously been so subject) unless the parties explicitly
acknowledge and consent to the modification as one having that effect.
ARTICLE 6. PAYMENT FOR OPTION SHARES.
6.1 General Rule. The entire Exercise Price of Common Shares issued upon exercise of Options shall be payable
in cash or cash equivalents at the time when such Common Shares are purchased, except that the
Committee at its sole discretion may (a) accept payment of the Exercise Price in any other form(s)
described in this Article 6 and (b) to prohibit the use of
4
any method of consideration otherwise permitted under the Stock Option Agreement as long as
such prohibition does not render the Optionee unable to exercise an otherwise exercisable Option.
However, if the Optionee is an Outside Director or executive officer of the Company, he or she may
pay the Exercise Price only with a form of consideration permitted under Section 13(k) of the
Exchange Act.
6.2 Surrender of Stock. With the Committees consent, all or any part of the Exercise Price may be paid by
surrendering, or attesting to the ownership of, Common Shares that are already owned by the
Optionee. Such Common Shares shall be valued at their Fair Market Value on the date when the new
Common Shares are purchased under the Plan.
6.3 Exercise/Sale. With the Committees consent, all or any part of the Exercise Price and any withholding
taxes may be paid by delivering (on a form prescribed by the Company) an irrevocable direction to a
securities broker approved by the Company to sell all or part of the Common Shares being purchased
under the Plan and to deliver all or part of the sales proceeds to the Company.
6.4 Other Forms of Payment. With the Committees consent, all or any part of the Exercise Price and any withholding
taxes may be paid in any other form of consideration (including through delivery of a full-recourse
promissory note) that is consistent with applicable laws, regulations and rules.
ARTICLE 7. STOCK APPRECIATION RIGHTS.
7.1 SAR Agreement. Each grant of a SAR under the Plan shall be evidenced by a SAR Agreement between the
Optionee and the Company. Such SAR shall be subject to all applicable terms of the Plan and may be
subject to any other terms that are not inconsistent with the Plan. The provisions of the various
SAR Agreements entered into under the Plan need not be identical.
7.2 Number of Shares. Each SAR Agreement shall specify the number of Common Shares to which the SAR pertains,
which number shall adjust in accordance with Article 11. SARs granted to an Optionee in a single
calendar year shall in no event pertain to more than 800,000 Common Shares. The limitations set
forth in the preceding sentence shall be subject to adjustment in accordance with Article 11.
7.3 Exercise Price. Each SAR Agreement shall specify the Exercise Price, which shall in no event be less than
100% of the Fair Market Value of a Common Share on the date of grant. The preceding sentence shall
not apply to SARs granted pursuant to an assumption of, or substitution for, another SAR in a
manner that would satisfy the requirements of Section 424(a) of the Code if such section were
applicable.
7.4 Exercisability and Term. Each SAR Agreement shall specify the date when all or any installment of the SAR is to
become vested and exercisable. The SAR Agreement shall also specify the term of the SAR. A SAR
Agreement may provide for accelerated vesting and exercisability in the event of the Optionees
death, disability or retirement or other events and may provide for expiration prior to the end of
its term in the event
5
of the termination of the Optionees Service. A SAR granted under the Plan may provide that
it will be vested and exercisable only in the event of a Change in Control.
7.5 Effect of Change in Control. The Committee may determine, at the time of granting a SAR or thereafter, that such SAR
shall become vested and exercisable as to all or part of the Common Shares subject to such SAR in
the event that the Company is subject to a Change in Control or in the event that the Optionee is
subject to an Involuntary Termination after a Change in Control. In addition, acceleration of
vesting and exercisability may be required under Section 11.3.
7.6 Exercise of SARs. Upon exercise of a SAR, the Optionee (or any person having the right to exercise the SAR
after his or her death) shall receive from the Company (a) Common Shares, (b) cash or (c) a
combination of Common Shares and cash, as the Committee shall determine. The amount of cash and/or
the Fair Market Value of Common Shares received upon exercise of SARs shall, in the aggregate, not
exceed the amount by which the Fair Market Value (on the date of surrender) of the Common Shares
subject to the SARs exceeds the Exercise Price. If, on the date when a SAR expires, the Exercise
Price is less than the Fair Market Value on such date but any portion of such SAR has not been
exercised or surrendered, then such SAR shall automatically be deemed to be exercised as of such
date with respect to such portion. A SAR Agreement may also provide for an automatic exercise of
the SAR on an earlier date.
7.7 Death of Optionee. After an Optionees death, any vested and exercisable SARs held by such Optionee may be
exercised by his or her beneficiary or beneficiaries. Each Optionee may designate one or more
beneficiaries for this purpose by filing the prescribed form with the Company. A beneficiary
designation may be changed by filing the prescribed form with the Company at any time before the
Optionees death. If no beneficiary was designated or if no designated beneficiary survives the
Optionee, then any vested and exercisable SARs held by the Optionee may be exercised by his or her
estate.
7.8 Modification or Assumption of SARs. Within the limitations of the Plan, the Committee may modify, reprice, extend or assume
outstanding SARs or may accept the cancellation of outstanding SARs (whether granted by the Company
or by another issuer) in return for the grant of new SARs for the same or a different number of
shares and at the same or a different exercise price. The foregoing notwithstanding, no
modification of a SAR shall, without the consent of the Optionee, alter or impair his or her rights
or obligations under such SAR.
7.9 Tax Considerations Related to SAR Modifications. Notwithstanding anything to
the contrary in Section 7.8, in no event shall a modification of a SAR otherwise permitted or
consented to under the terms of the Plan be given effect if such modification would cause the SAR
to become a stock right subject to Code Section 409A (where such SAR had not previously been so
subject) unless the parties explicitly acknowledge and consent to the modification as one having
that effect.
6
ARTICLE 8. RESTRICTED SHARES.
8.1 Restricted Stock Agreement. Each grant of Restricted Shares under the Plan shall be evidenced by a Restricted Stock
Agreement between the recipient and the Company. Such Restricted Shares shall be subject to all
applicable terms of the Plan and may be subject to any other terms that are not inconsistent with
the Plan. The provisions of the various Restricted Stock Agreements entered into under the Plan
need not be identical.
8.2 Payment for Awards. Restricted Shares may be sold or awarded under the Plan for such consideration as the
Committee may determine, including (without limitation) cash, cash equivalents, property, past
services and future services, and such other methods of payment as are permitted under applicable
law. If the Participant is an Outside Director or executive officer of the Company, he or she may
pay for Restricted Shares with a promissory note only to the extent permitted by Section 13(k) of
the Exchange Act. Within the limitations of the Plan, the Committee may accept the cancellation of
outstanding options in return for the grant of Restricted Shares.
8.3 Vesting Conditions. Each Award of Restricted Shares may or may not be subject to vesting. Vesting shall occur,
in full or in installments, upon satisfaction of the conditions specified in the Restricted Stock
Agreement. Such conditions, at the Committees discretion, may include one or more Performance
Goals. In no event shall more than 200,000 Restricted Shares that are subject to performance-based
vesting conditions be granted to any Participant in a single fiscal year of the Company. The
limitations set forth in the preceding sentence shall be subject to adjustment in accordance with
Article 11. A Restricted Stock Agreement may provide for accelerated vesting in the event of the
Participants death, disability or retirement or other events. The Committee may determine, at the
time of granting Restricted Shares or thereafter, that all or part of such Restricted Shares shall
become vested in the event that a Change in Control occurs with respect to the Company or in the
event that the Participant is subject to an Involuntary Termination after a Change in Control.
8.4 Voting and Dividend Rights. The holders of Restricted Shares awarded under the Plan shall have the same voting,
dividend and other rights as the Companys other stockholders. A Restricted Stock Agreement,
however, may require that any cash dividends paid on Restricted Shares (a) be accumulated and paid
when such Restricted Shares vest or (b) be invested in additional Restricted Shares. Such
additional Restricted Shares shall be subject to the same conditions and restrictions as the Award
with respect to which the dividends were paid.
ARTICLE 9. STOCK UNITS.
9.1 Stock Unit Agreement. Each grant of Stock Units under the Plan shall be evidenced by a Stock Unit Agreement
between the recipient and the Company. Such Stock Units shall be subject to all applicable terms
of the Plan and may be subject to any other terms that are not inconsistent with the Plan. The
provisions of the various Stock Unit Agreements entered into under the Plan need not be identical.
9.2 Payment for Awards. To the extent that an Award is granted in the form of Stock Units, no cash consideration
shall be required of the Award recipients.
7
9.3 Vesting Conditions. Each Award of Stock Units may or may not be subject to vesting. Vesting shall occur, in
full or in installments, upon satisfaction of the conditions specified in the Stock Unit Agreement.
Such conditions, at the Committees discretion, may include one or more Performance Goals. In no
event shall more than 200,000 Stock Units that are subject to performance-based vesting conditions
be granted to any Participant in a single fiscal year of the Company. The limitations set forth in
the preceding sentence shall be subject to adjustment in accordance with Article 11. A Stock Unit
Agreement may provide for accelerated vesting in the event of the Participants death, disability
or retirement or other events. The Committee may determine, at the time of granting Stock Units or
thereafter, that all or part of such Stock Units shall become vested in the event that the Company
is subject to a Change in Control or in the event that the Participant is subject to an Involuntary
Termination after a Change in Control. In addition, acceleration of vesting may be required under
Section 11.3.
9.4 Voting and Dividend Rights. The holders of Stock Units shall have no voting rights. Prior to settlement or forfeiture,
any Stock Unit awarded under the Plan may, at the Committees discretion, carry with it a right to
dividend equivalents. Such right entitles the holder to be credited with an amount equal to all
cash dividends paid on one Common Share while the Stock Unit is outstanding. Dividend equivalents
may be converted into additional Stock Units. Settlement of dividend equivalents may be made in
the form of cash, in the form of Common Shares, or in a combination of both. Prior to
distribution, any dividend equivalents that are not paid shall be subject to the same conditions
and restrictions as the Stock Units to which they attach.
9.5 Form and Time of Settlement of Stock Units. Settlement of vested Stock Units may be made in the form of (a) cash, (b) Common Shares or
(c) any combination of both, as determined by the Committee. The actual number of Stock Units
eligible for settlement may be larger or smaller than the number included in the original Award,
based on predetermined performance factors. Methods of converting Stock Units into cash may
include (without limitation) a method based on the average Fair Market Value of Common Shares over
a series of trading days. Vested Stock Units may be settled in a lump sum or in installments. The
distribution may occur or commence when all vesting conditions applicable to the Stock Units have
been satisfied or have lapsed, or it may be deferred to any later date. The amount of a deferred
distribution may be increased by an interest factor or by dividend equivalents. Until an Award of
Stock Units is settled, the number of such Stock Units shall be subject to adjustment pursuant to
Article 11.
9.6 Death of Recipient. Any Stock Units Award that becomes payable after the recipients death shall be distributed
to the recipients beneficiary or beneficiaries. Each recipient of a Stock Units Award under the
Plan shall designate one or more beneficiaries for this purpose by filing the prescribed form with
the Company. A beneficiary designation may be changed by filing the prescribed form with the
Company at any time before the Award recipients death. If no beneficiary was designated or if no
designated beneficiary survives the Award recipient, then any Stock Units Award that becomes
payable after the recipients death shall be distributed to the recipients estate.
8
9.7 Creditors Rights. A holder of Stock Units shall have no rights other than those of a general creditor of the
Company. Stock Units represent an unfunded and unsecured obligation of the Company, subject to the
terms and conditions of the applicable Stock Unit Agreement.
ARTICLE 10. OTHER AWARDS.
10.1 Awards under Other Plans. The Company may grant awards under other plans or programs. Such awards may be settled in
the form of Common Shares issued under this Plan. Such Common Shares shall be treated for all
purposes under the Plan like Common Shares issued in settlement of Stock Units and shall, when
issued, reduce the number of Common Shares available under Article 3.
ARTICLE 11. PROTECTION AGAINST DILUTION.
11.1 Adjustments. In the event of a subdivision of the outstanding Common Shares, a declaration of a dividend
payable in Common Shares or a combination or consolidation of the outstanding Common Shares (by
reclassification or otherwise) into a lesser number of Common Shares, corresponding adjustments
shall automatically be made in each of the following:
(a) The number of Common Shares that may be granted subject to Awards under
Article 3;
(b) The limitations set forth in Sections 5.2, 7.2, 8.3 and 9.3;
(c) The number of Common Shares covered by each outstanding Option and SAR;
(d) The Exercise Price under each outstanding Option and SAR and the repurchase
price, if any, applicable to Restricted Shares; or
(e) The number of Stock Units included in any prior Award that has not yet been
settled.
In the event of a declaration of an extraordinary dividend payable in a form other than Common
Shares in an amount that has a material effect on the price of Common Shares, a recapitalization, a
spin-off or a similar occurrence, the Committee shall make such adjustments as it, in its sole
discretion, deems appropriate in one or more of the foregoing. Except as provided in this Article
11, a Participant shall have no rights by reason of any issuance by the Company of stock of any
class or securities convertible into stock of any class, any subdivision or consolidation of shares
of stock of any class, the payment of any stock dividend or any other increase or decrease in the
number of shares of stock of any class.
11.2 Dissolution or Liquidation. To the extent not previously exercised or settled, Options, SARs and Stock Units shall
terminate immediately prior to the dissolution or liquidation of the Company.
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11.3 Reorganizations. In the event that the Company is party to a Corporate Transaction, all outstanding Awards
shall be subject to the definitive transaction agreement. Such agreement shall provide for one or
more of the following:
(a) The continuation of such outstanding Awards by the Company (if the Company
is the surviving corporation).
(b) The assumption of such outstanding Awards by the surviving corporation or
its parent, provided that the assumption of Options or SARs shall comply with
Section 424(a) of the Code (whether or not the Options are ISOs).
(c) The substitution by the surviving corporation or its parent of new awards
for such outstanding Awards, provided that the substitution of Options or SARs shall
comply with Section 424(a) of the Code (whether or not the Options are ISOs).
(d) The cancellation of such outstanding Options and SARs. The Optionees shall
be able to exercise vested Options and SARs during a period of not less than five
full business days preceding the closing date of the transaction, unless (i) a
shorter period is required to permit a timely closing of such transaction and (ii)
such shorter period still offers the Optionees a reasonable opportunity to exercise
such Options and SARs. Any exercise of such Options and SARs during such period may
be contingent on the closing of the transaction.
(e) The cancellation of vested outstanding Options and SARs and a payment to
the Optionees equal to the excess of (i) the Fair Market Value of the Common Shares
subject to such Options and SARs as of the closing date of the transaction over (ii)
their Exercise Price. Such payment shall be made in the form of cash, cash
equivalents, or securities of the surviving corporation or its parent with a Fair
Market Value equal to the required amount. If the Exercise Price of the Common
Shares subject to such Options and SARs exceeds the Fair Market Value of such Common
Shares, then such Options and SARs may be cancelled without making a payment to the
Optionees. For purposes of this Subsection (e), the Fair Market Value of any
security shall be determined without regard to any vesting conditions that may apply
to such security.
(f) The cancellation of outstanding vested Stock Units and a payment to the
Participants equal to the Fair Market Value of the Common Shares subject to such
Stock Units as of the closing date of the transaction. Such payment shall be made
in the form of cash, cash equivalents, or securities of the surviving corporation or
its parent with a Fair Market Value equal to the required amount. Such payment may
be made in installments and may be deferred until the date or dates when such Stock
Units would have vested or would otherwise have been settled under the Stock Unit
Agreement. Such payment may be subject to vesting based on the Participants
continuing Service, provided that the vesting schedule shall not be less favorable
the Participant than the schedule under which
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such Stock Units would have vested. For purposes of this Subsection (f), the
Fair Market Value of any security shall be determined without regard to any vesting
conditions that may apply to such security.
ARTICLE 12. PAYMENT OF DIRECTORS FEES IN SECURITIES.
12.1 Effective Date. No provision of this Article 12 shall be effective unless and until the Board has
determined to implement such provision.
12.2 Elections to Receive NSOs, Restricted Shares or Stock Units. An Outside Director may elect to receive his or her annual retainer payments and/or meeting
fees from the Company in the form of cash, NSOs, Restricted Shares or Stock Units, or a combination
thereof, as determined by the Board. Such NSOs, Restricted Shares and Stock Units shall be issued
under the Plan. An election under this Article 12 shall be filed with the Company on the
prescribed form.
12.3 Number and Terms of NSOs, Restricted Shares or Stock Units. The number of NSOs, Restricted Shares or Stock Units to be granted to Outside Directors in
lieu of annual retainers and meeting fees that would otherwise be paid in cash shall be calculated
in a manner determined by the Board. The terms of such NSOs, Restricted Shares or Stock Units
shall also be determined by the Board.
ARTICLE 13. LIMITATION ON RIGHTS.
13.1 Retention Rights. Neither the Plan nor any Award granted under the Plan shall be deemed to give any
individual a right to remain an Employee, Outside Director or Consultant. The Company and its
Parents, Subsidiaries and Affiliates reserve the right to terminate the Service of any Employee,
Outside Director or Consultant at any time, with or without cause, subject to applicable laws, the
Companys certificate of incorporation and by-laws and a written employment agreement (if any).
13.2 Stockholders Rights. Except as set forth in Section 8.4 or Section 9.4 above, Participant shall have no dividend
rights, voting rights or other rights as a stockholder with respect to any Common Shares covered by
his or her Award prior to the time when a stock certificate for such Common Shares is issued or, if
applicable, the time when he or she becomes entitled to receive such Common Shares by filing any
required notice of exercise and paying any required Exercise Price. No adjustment shall be made
for cash dividends or other rights for which the record date is prior to such time, except as
expressly provided in the Plan.
13.3 Regulatory Requirements. Any other provision of the Plan notwithstanding, the obligation of the Company to issue
Common Shares under the Plan shall be subject to all applicable laws, rules and regulations and
such approval by any regulatory body as may be required. The Company reserves the right to
restrict, in whole or in part, the delivery of Common Shares pursuant to any Award prior to the
satisfaction of all legal requirements relating to the issuance of such Common Shares, to their
registration, qualification or listing or to an exemption from registration, qualification or
listing.
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ARTICLE 14. TAXES.
14.1 General. To the extent required by applicable federal, state, local or foreign law, a Participant or
his or her successor shall make arrangements satisfactory to the Company for the satisfaction of
any withholding tax obligations that arise in connection with the Plan. The Company shall not be
required to issue any Common Shares or make any cash payment under the Plan until such obligations
are satisfied.
14.2 Share Withholding. To the extent that applicable law subjects a Participant to tax withholding obligations,
the Committee may permit such Participant to satisfy all or part of such obligations by having the
Company withhold all or a portion of any Common Shares that otherwise would be issued to him or her
or by surrendering all or a portion of any Common Shares that he or she previously acquired. Such
Common Shares shall be valued at their Fair Market Value on the date when they are withheld or
surrendered. This Section 14.2 shall apply only to the minimum extent required by applicable tax
laws.
14.3 Section 409A Matters. Unless otherwise expressly set forth in an Award Agreement, it is intended that Awards
granted under the Plan shall be exempt from Code Section 409A, and any ambiguity in the terms of
Awards and the Plan shall be interpreted consistently with this intent. To the extent an Award is
not exempt from Code Section 409A (whether or not the Award Agreement expressly so states), any
ambiguity in the terms of such Award and the Plan shall be interpreted in a manner that to the
maximum extent permissible supports its compliance with the requirements of Code Section
409A(a)(2), (3) and (4). Notwithstanding anything to the contrary permitted under the Plan, in no
event shall a modification of an Award not already subject to Code Section 409A be given effect if
such modification would cause the Award to become subject to Code Section 409A unless the parties
explicitly acknowledge and consent to the modification as one having that effect.
ARTICLE 15. PLAN AMENDMENTS AND TERMINATION.
15.1 Term of the Plan. The Plan, as set forth herein, shall become effective on the IPO Date. The Plan shall
remain in effect until the earlier of (a) the date when the Plan is terminated under Section 15.2
or (b) the 10th anniversary of the date when the Board adopted the Plan.
15.2 Amendment or Termination. The Board may, at any time and for any reason, amend or terminate the Plan. No Awards
shall be granted under the Plan after the termination thereof. The termination of the Plan, or any
amendment thereof, shall not affect any Award previously granted under the Plan.
15.3 Stockholder Approval. An amendment of the Plan shall be subject to the approval of the Companys stockholders
only to the extent required by applicable laws, regulations or rules. However, Section 162(m) of
the Code may require that the Companys stockholders approve:
(a) The material terms of the Plan not later than the first regular meeting of
stockholders that occurs in the fourth calendar year following the calendar year in
which the IPO Date occurred; and
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(b) The performance criteria set forth in Appendix A not later than the first
meeting of stockholders that occurs in the fifth year following the year in which
the Companys stockholders previously approved such criteria.
ARTICLE 16. DEFINITIONS.
16.1 Affiliate means any entity other than a Subsidiary, if the Company and/or one or more
Subsidiaries own not less than 50% of such entity.
16.2 Award means an award of Options, SARs, Restricted Shares or Stock Units.
16.3 Board means the Companys Board of Directors, as constituted from time to time.
16.4 Cause means:
(a) An unauthorized use or disclosure by the Participant of the Companys
confidential information or trade secrets, which use or disclosure causes material
harm to the Company;
(b) A material breach by the Participant of any agreement between the
Participant and the Company;
(c) A material failure by the Participant to comply with the Companys written
policies or rules;
(d) The Participants conviction of, or plea of guilty or no contest to, a
felony under the laws of the United States or any State thereof;
(e) The Participants gross negligence or willful misconduct in connection with
his or her performance of services for the Company or an Affiliate;
(f) A continuing failure by the Participant to perform assigned duties after
receiving written notification of such failure from the Board; or
(g) A failure by the Participant to cooperate in good faith with a governmental
or internal investigation of the Company or its directors, officers or employees, if
the Company has requested the Participants cooperation.
16.5 Change in Control means:
(a) The consummation of a merger or consolidation of the Company with or into
another entity or any other corporate reorganization, if persons who were not
stockholders of the Company immediately prior to such merger, consolidation or other
reorganization own immediately after such merger, consolidation or other
reorganization 50% or more of the voting power of the
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outstanding securities of each of (i) the continuing or surviving entity and
(ii) any direct or indirect parent corporation of such continuing or surviving
entity;
(b) The sale, transfer or other disposition of all or substantially all of the
Companys assets;
(c) A change in the composition of the Board, as a result of which fewer than
50% of the incumbent directors are directors who either:
(i) Had been directors of the Company on the date 24 months
prior to the date of such change in the composition of the Board
(the Original Directors); or
(ii) Were appointed to the Board, or nominated for election to
the Board, with the affirmative votes of at least a majority of the
aggregate of (A) the Original Directors who were in office at the
time of their appointment or nomination and (B) the directors whose
appointment or nomination was previously approved in a manner
consistent with this Paragraph (ii); or
(d) Any transaction as a result of which any person becomes the beneficial
owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Company representing at least 50% of the total voting power
represented by the Companys then outstanding voting securities. For purposes of
this Subsection (d), the term person shall have the same meaning as when used in
Sections 13(d) and 14(d) of the Exchange Act but shall exclude (i) a trustee or
other fiduciary holding securities under an employee benefit plan of the Company or
of a Parent or Subsidiary and (ii) a corporation owned directly or indirectly by the
stockholders of the Company in substantially the same proportions as their ownership
of the common stock of the Company.
A transaction shall not constitute a Change in Control if its sole purpose is to change the state
of the Companys incorporation or to create a holding company that will be owned in substantially
the same proportions by the persons who held the Companys securities immediately before such
transaction.
16.6 Code means the Internal Revenue Code of 1986, as amended.
16.7 Committee means the Compensation Committee of the Board, as further described in
Article 2.
16.8 Common Share means one share of the common stock of the Company.
16.9 Company means Qlik Technologies Inc., a Delaware corporation.
16.10 Consultant means a consultant or adviser who provides bona fide services to the
Company, a Parent, a Subsidiary or an Affiliate as an independent contractor.
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16.11 Corporate Transaction has the same meaning as set forth in Section 16.5 above (which
defines Change in Control), except that the last sentence of such Section shall not be given
effect.
16.12 Employee means a common-law employee of the Company, a Parent, a Subsidiary or an
Affiliate.
16.13 Exchange Act means the Securities Exchange Act of 1934, as amended.
16.14 Exercise Price, in the case of an Option, means the amount for which one Common Share
may be purchased upon exercise of such Option, as specified in the applicable Stock Option
Agreement. Exercise Price, in the case of a SAR, means an amount, as specified in the applicable
SAR Agreement, which is subtracted from the Fair Market Value of one Common Share in determining
the amount payable upon exercise of such SAR.
16.15 Fair Market Value means the price at which Common Shares were last sold in the
principal U.S. market for Common Shares on the applicable date or, if the applicable date was not a
trading day, on the last trading day prior to the applicable date. If Common Shares are no longer
traded on a public U.S. securities market, the Fair Market Value shall be determined by the
Committee in good faith on such basis as it deems appropriate. The Committees determination shall
be conclusive and binding on all persons.
16.16 Involuntary Termination means the termination of the Participants Service by reason
of:
(a) The involuntary discharge of the Participant by the Company (or the Parent,
Subsidiary or Affiliate employing him or her) for reasons other than Cause;
(b) The voluntary resignation of the Participant following (i) a material
adverse change in his or her authority or responsibilities with the Company (or the
Parent, Subsidiary or Affiliate employing him or her), (ii) a material reduction in
his or her base salary or (iii) receipt of notice that his or her principal
workplace will be relocated by more than 30 miles as a result of which his or her
commute increase by at least 30 miles; or
(c) Any other reason approved by the Committee.
16.17 IPO Date means the effective date of the registration statement filed by the Company
with the Securities and Exchange Commission for its initial offering of Common Shares to the
public.
16.18 ISO means an incentive stock option described in Section 422(b) of the Code.
16.19 NSO means a stock option not described in Sections 422 or 423 of the Code.
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16.20 Option means an ISO or NSO granted under the Plan and entitling the holder to purchase
Common Shares.
16.21 Optionee means an individual or estate holding an Option or SAR.
16.22 Outside Director means a member of the Board who is not an Employee.
16.23 Parent means any corporation (other than the Company) in an unbroken chain of
corporations ending with the Company, if each of the corporations other than the Company owns stock
possessing 50% or more of the total combined voting power of all classes of stock in one of the
other corporations in such chain. A corporation that attains the status of a Parent on a date
after the adoption of the Plan shall be considered a Parent commencing as of such date.
16.24 Participant means an individual or estate holding an Award.
16.25 Performance Goal means a goal established by the Committee for the applicable
Performance Period based on one or more of the performance criteria set forth in Appendix A.
Performance Goals may be established either on a Company-wide basis or with respect to one or more
business units, divisions, Subsidiaries, Affiliates or business segments and either in absolute
terms or relative to the performance of one or more comparable companies or one or more relevant
indices. To the extent consistent with Section 162(m) of the Code, the Committee may adjust the
results under any performance criterion to exclude any of the following events that occurs during a
Performance Period: (a) asset write-downs, (b) litigation, claims, judgments or settlements, (c)
the effect of changes in tax laws, accounting principles or other laws or provisions affecting
reported results, (d) accruals for reorganization and restructuring programs, (e) extraordinary,
unusual or non-recurring items, (f) exchange rate effects for non-U.S. dollar denominated net sales
and operating earnings or (g) statutory adjustments to corporate tax rates.
16.26 Performance Period means a period of time selected by the Committee over which the
attainment of one or more Performance Goals will be measured for the purpose of determining a
Participants right to an Award of Restricted Shares or Stock Units that vests on the basis of
performance. Performance Periods may be of varying and overlapping duration, at the sole
discretion of the Committee.
16.27 Plan means this Qlik Technologies Inc. 2010 Omnibus Equity Incentive Plan, as amended
from time to time.
16.28 Restricted Share means a Common Share awarded under the Plan.
16.29 Restricted Stock Agreement means the agreement between the Company and the recipient
of a Restricted Share that contains the terms, conditions and restrictions pertaining to such
Restricted Share.
16.30 SAR means a stock appreciation right granted under the Plan.
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16.31 SAR Agreement means the agreement between the Company and an Optionee that contains
the terms, conditions and restrictions pertaining to his or her SAR.
16.32 Service means service as an Employee, Outside Director or Consultant.
16.33 Stock Option Agreement means the agreement between the Company and an Optionee that
contains the terms, conditions and restrictions pertaining to his or her Option.
16.34 Stock Unit means a bookkeeping entry representing the equivalent of one Common Share,
as awarded under the Plan.
16.35 Stock Unit Agreement means the agreement between the Company and the recipient of a
Stock Unit that contains the terms, conditions and restrictions pertaining to such Stock Unit.
16.36 Subsidiary means any corporation (other than the Company) in an unbroken chain of
corporations beginning with the Company, if each of the corporations other than the last
corporation in the unbroken chain owns stock possessing 50% or more of the total combined voting
power of all classes of stock in one of the other corporations in such chain. A corporation that
attains the status of a Subsidiary on a date after the adoption of the Plan shall be considered a
Subsidiary commencing as of such date.
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Appendix A
Performance Criteria
The Committee may establish Performance Goals derived from one or more of the following criteria
when it makes Awards of Restricted Shares or Stock Units that vest entirely or in part on the basis
of performance:
| Earnings (before or after taxes) | |
| Earnings per share | |
| Earnings before interest, taxes and depreciation | |
| Earnings before interest, taxes, depreciation and amortization | |
| Total stockholder return | |
| Return on equity or average stockholders equity | |
| Return on assets, investment or capital employed | |
| Operating income | |
| Gross margin | |
| Operating margin | |
| Net operating income | |
| Net operating income after tax | |
| Return on operating revenue | |
| To the extent that an Award is not intended to comply with Section 162(m) of the Code, other measures of performance selected by the Committee | |
| Sales or revenue | |
| Expense or cost reduction | |
| Working capital | |
| Economic value added (or an equivalent metric) | |
| Market share | |
| Cash flow | |
| Operating cash flow | |
| Cash flow per share | |
| Share price | |
| Debt reduction | |
| Customer satisfaction | |
| Stockholders equity | |
| Contract awards or backlog |
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