Participant:  

Employee ID:

Date of Grant:

February 24, 2018

Total Number of Units:

50% of the bonus paid for fiscal year 2018, with such bonus amount calculated based on the Participant’s individual target bonus percentage multiplied by the Participant’s base salary amount and based on both the Company’s performance and the Participant’s individual performance, both for fiscal year 2018, as determined by the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”), divided by $13.15*, rounded down to the nearest whole share, subject to adjustment  as provided by the Restricted Stock Units Agreement.

*Closing price of the Company’s Stock on February 28, 2018.  

Settlement Date:

Except as provided by the Restricted Stock Units Agreement, the date on which a Unit becomes a Vested Unit, which, for purposes of this Award, will be the day following the Determination Date (as defined below).

Vested Units:

Except as provided in the Restricted Stock Units Agreement or the Plan, and provided that the Participant’s Service has not terminated prior to the Settlement Date, the number of Units that will become Vested Units on the Settlement Date will be determined based upon the Compensation Committee’s determination of the Company’s achievement against the bonus plan goals set forth in the Company’s 2018 Corporate Incentive Plan (the date such achievement is determined by the Compensation Committee, the “Determination Date”), with the actual number of Units that will become Vested Units determined by the Compensation Committee in accordance with the provisions of the Company’s 2018 Corporate Incentive Plan, as in effect on the determination date  Any Units that are not determined to be Vested Units as of the Settlement Date will terminate as of the Settlement Date.  If the Participant’s Service terminates for any reason prior to the Settlement Date, no Units will become Vested Units and the Award will terminate.  

For purposes of clarification, any vesting acceleration provisions contained in the Participant’s employment, severance or similar agreement (the “Superseding Agreement”), if any, shall not apply to the Award.  For further purposes of clarification, upon the consummation of a Change in Control, all unvested Units subject to the Award will terminate and any bonus amount earned for fiscal year 2018 will be paid entirely in cash.

QUOTIENT TECHNOLOGY INC.

PARTICIPANT

By:

Connie Chen

Signature

General Counsel, Compliance Officer & Secretary

Date

Address:

400 Logue Avenue

Mountain View, California 94043

Address

ATTACHMENTS:

Restricted Stock Units Agreement; Notice of Grant

2013 Equity Incentive Plan, as amended to the Date of Grant; and Plan Prospectus