EX-10.4

**Exhibit 10.4 **

RULES OF THE

EMPLOYEE SHARE OPTION PLAN 2025

Approved by the Directors: Dated 9 March, 2025

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**Table of Contents **

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**1 Definitions **

In these rules:

“Acquiring Company” means the person who acquires Control of the Company in an Exit or Reorganisation;

“Act” means the Companies Act, Chapter 50 of Singapore, as amended from time to time; “Affiliate” means, with respect to any specified person, any other person who, directly or indirectly, Controls, is Controlled by, or is under common Control with such person, including without limitation any general partner, managing member, or trustee of such person, or any fund or investment company now or hereafter existing that is Controlled by one or more general partners, managing members, trustees of, or shares the same general partner, managing member with, such person (including for the avoidance of doubt any Subsidiary); “Applicable Law” means any applicable law, including without limitation: (i) provisions of the Code, and, to the extent applicable, if at all, the Securities Act and the Exchange Act and any rules or regulations thereunder, (ii) corporate, securities, tax or other laws, statutes, rules, requirements or regulations, whether federal, state, local or foreign, and (iii) rules of any securities exchange or automated quotation system on which the Shares is listed, quoted or traded, if any.

“Asset Sale” means the sale, disposal or lease by one or more Members of the Group of all or substantially all of the undertakings and assets of the Group as a whole in a transaction or a series of related transactions (where disposal may include, without limitation, the grant by a Member of the Group or a licence of all or substantially all of the Intellectual Property of the Group as a whole, save that a licence granted in the ordinary course of business shall not constitute an Asset Sale, or the sale or disposition (whether by merger or otherwise) of one or more Subsidiaries of the Company if all or substantially all of the assets of the Company and its Subsidiaries taken as a whole are held by such Subsidiary or Subsidiaries), except where such sale, lease, transfer, license or other disposition is to a wholly owned Subsidiary of the Company;

“Beneficial Owner” means any Person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares (i) voting power, which includes the power to vote, or to direct the voting of, any security, and/or (ii) investment power, which includes the power to dispose, or to direct the disposition of, any security;

“Cause” means, in the case of a particular Option, unless the applicable Stock Option Agreement states otherwise, (i) the Company or an Affiliate having “cause” to terminate a Participant’s employment or service, as defined in any employment or consulting or similar agreement between the Participant and the Company or an Affiliate in effect at the time of such termination, or (ii) in the absence of any such employment or consulting or similar agreement (or the absence of any definition of “Cause” contained therein), a Participant’s (A) conviction of, or the entry of a plea of guilty or no contest to, a felony or any other crime that causes the Company or its Affiliates public disgrace or disrepute, or materially and adversely affects the Company’s or its Affiliates’ operations or financial performance or the relationship the Company has with its customers; (B) gross negligence or willful misconduct with respect to the Company or any of its Affiliates, including, without limitation, fraud, embezzlement, theft or proven dishonesty in the course of his employment or other service to the Company or an Affiliate; (C) refusal to perform any lawful, material obligation or fulfill any duty (other than any duty or obligation of the type described in clause (E) below) to the Company or its Affiliates (other than due to a disability, as determined by the Committee), which refusal, if curable, is not cured within 15 days after delivery of written notice thereof; (D) material breach of any agreement with or duty owed to the Company or any of its Affiliates, which breach, if curable, is not cured within 15 days after the delivery of written notice thereof; (E) any breach of any obligation or duty to the Company or any of its Affiliates (whether arising by statute, common law or agreement)

relating to confidentiality, noncompetition, nonsolicitation and/or proprietary rights, or (F) material violation or breach of the documented code of ethics, code of conduct or similar document of the Company or an Affiliate or fiduciary duties to the Company or an Affiliate.

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“Change in Control” means, in the case of a particular Option, unless the applicable Stock Option Agreement states otherwise or contains a different definition of “Change in Control,” be deemed to occur upon any of the following events:

Notwithstanding the foregoing, if a Change in Control constitutes a payment event with respect to any Option (or any portion of an Option) that provides for the deferral of compensation that is subject to Code Section 409A, to the extent required to avoid the imposition of additional taxes under Code Section 409A, the transaction or event described in subsection (i), (ii), (iii), or (iv) with respect to such Option (or portion thereof) shall only constitute a Change in Control for purposes of the payment timing of such Option if such transaction also constitutes a “change in control event,” as defined in Treasury Regulation Section 1.409A-3(i)(5);

“Code” means the US Internal Revenue Code of 1986, as amended;

“Committee” means a committee of at least one (1) person as the Directors may appoint to administer the Plan or, if no such committee has been appointed by the Directors, the Directors; “Company” means DayOne Data Centers Limited;

“Control” means with respect to a corporation, the right to exercise, directly or indirectly, more than 50% of the voting and economic rights attributable to the shares of the controlled corporation and, with respect to any person other than a corporation, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such person, and “Controlled” shall be construed accordingly;

“Directors” means the Board of Directors of the Company;

“Disability” means, in the case of an Option, unless the applicable Stock Option Agreement states otherwise, (i) the Participant’s “disability,” as defined in any employment or consulting or similar agreement between the Participant and the Company or an Affiliate in effect at the time of such termination, or (ii) in the absence of any such employment or consulting or similar agreement (or the absence of any definition of “Disability” contained therein), the Participant’s permanent and total disability as defined in Code Section 22(e)(3). A determination of Disability may be made by a physician selected or approved by the Committee, and, in this respect, the Participant shall submit to any reasonable examination(s) required by such physician upon request. Notwithstanding the foregoing, in the event that the applicable Option is considered to be “non-qualified deferred compensation” as defined in Code Section 409A, then, in lieu of the foregoing definition, and to the extent necessary to comply with Code Section 409A, the definition of “Disability” for purposes of such Option shall be the definition of “disability” provided for under Code Section 409A and the regulations or other guidance issued thereunder.

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“Eligible Person” means any person who is employed by, holds office with, is a consultant or otherwise provides advisory services to any Member of the Group;

“Exchange Act” means the US Securities Exchange Act of 1934, as it may be amended from time to time, including the rules and regulations promulgated thereunder and successor provisions and rules and regulations thereto;

“Exercise Price” means any amount payable on the exercise of an Option, as specified under rule 2.2.5 (Terms of Options);

“Exercised Shares” means, such corresponding Shares delivered by the Company to the Participant in accordance with the applicable Stock Option Agreement if an Option is vested and exercised;

“Exit” means:

“Fair Market Value” means, as of any date, the value of Shares determined as follows:

“Grant Date” means the date on which an Option is granted under rule 2.2.1 (Terms of Options);

“Incentive Stock Option” means an Option that is designated by the Committee as an incentive stock option as described in Code Section 422 and otherwise meets the requirements set forth in the Plan for incentive stock options;

“Independent Third Party” means an individual or entity independent of the Company having experience in providing investment banking or similar appraisal or valuation services and with expertise generally in the valuation of securities or other property for purposes of the Plan. The Committee may utilize one or more Independent Third Parties;

“Intellectual Property” means all intellectual property rights, whether registered or not, including pending applications for registration of such rights and the right to apply for registration or extension of such rights including patents, petty patents, utility models, design patents, designs, copyright (including moral rights and neighbouring rights), database rights, rights in integrated circuits and other sui generis rights, trade marks, trading names, company names, service marks, logos, the get up of products and packaging, geographical indications and appellations and other signs used in trade, internet domain names, social media user names, rights in know-how and any rights of the same or similar effect or nature as any of the foregoing anywhere in the world;

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“IPO” means a firmly underwritten public offering of issued shares in the capital of the Company for the purpose of and in connection with the admission of the Company (or any newly established holding company of the Company formed for the purposes of the public offering) to an internationally recognised stock exchange as determined by the Directors;

“Market Value” means the fair value of a Share, which will be determined:

“Mature Shares” means Shares owned by a Participant that are not subject to any pledge or security interest and that meet such other requirements, if any, as the Committee may determine are necessary in order to avoid an accounting earnings charge on account of the use of such shares to pay the Exercise Price or satisfy a tax or deduction obligation of the Participant.

“Member of the Group” means:

and “Group” means all of them;

“Merger” means a consolidation, merger, scheme of arrangement or amalgamation of the Company or any other corporate reorganisation, in which all of the shareholders of the Company immediately prior to such consolidation, merger, arrangement or reorganisation, own less than a majority of the surviving or acquiring entity’s voting power immediately after such consolidation, merger, arrangement or reorganisation;

“Nonqualified Stock Option” means an Option that is not designated by the Committee as an Incentive Stock Option;

“Option” means a right to acquire Shares granted under the Plan;

“Participant” means a person holding an Option or their personal representatives;

“Performance Condition” means any condition relating to performance imposed under rule 2.3 (Performance Conditions);

“Plan” means these rules known as “The Employee Share Option Plan 2025” as changed from time to time;

“Reorganisation” means a transaction as a result of which the Company is Controlled by a company by which it was not previously Controlled but the holders of shares in that different company immediately after the transaction, are substantially the same as the holders of shares in the Company immediately before and which the Committee has designated as a Reorganisation;

“Section****** 409A**” means Section 409A of the Code and the US Treasury Regulations promulgated and other official guidance issued thereunder, collectively;

“Securities Act” means the US Securities Act of 1933, as amended;

“Share” means a fully paid ordinary share in the capital of the Company;

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“Shareholder” means any shareholder of the Company from time to time;

“Shareholders’ Agreement” means any agreement between the shareholders of the Company from time to time;

“Share Sale” means the sale of (or the grant of a right to acquire or to dispose of) any of the issued shares in the capital of the Company (in one transaction or as a series of transactions) which will result in the purchaser of those shares (or grantee of that right) and its Affiliates or persons acting in concert with it together acquiring an interest in shares in the capital of the Company giving to the holder(s) Control of the Company, except where following completion of the sale the Shareholders and the proportion of shares held by each of them are the same as the Shareholders and their shareholdings in the Company immediately prior to the sale;

“Stock Option Agreement” means a written agreement between a Participant and the Company which sets out the terms of the grant of an Option;

“Subsidiary” means any company Controlled, directly or indirectly, by the Company;

“Vest” means an Option becomes exercisable and “Vested” and “Vesting” are interpreted accordingly; and

“Vesting Date” means any Vesting Date(s) set by the Committee for an Option under rule 2.2.3 (Terms of Options).

**2 Granting Options **

**2.1 Eligibility **

**2.2 Terms of Options **

Options are subject to the rules of the Plan and any Performance Condition or other condition. The Chief Executive Officer of the Company may recommend to the Committee the terms of an Option, which will be determined by the Committee after consideration of any such recommendation. The terms of the Option will be set out in a deed sent to the Participants as soon as practicable after the Grant Date, including:

**2.3 Terms of Options **

When granting an Option, the Committee may make its Vesting conditional on the satisfaction of one or more conditions, including Performance Conditions linked to the performance of the Company, the Participant, or the Member of the Group in whose business unit the Participant works. A Performance Condition or other condition must be specified at the Grant Date. The Committee may waive or change a Performance Condition or other condition in accordance with its terms or if anything happens which causes the Committee reasonably to consider it appropriate to do so.

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**2.4 No payment **

A Participant is not required to pay for the grant of any Option.

**2.5 Individual limit **

The Committee may impose a cap on the number of Participants in the Plan or amend the rules of the Plan applicable to one or more Participants; provided that, such cap or amendment is reasonably required for the Company to maintain its status as a private limited company.

**2.6 Plan limit **

An Option must not be granted if, as a result, the total number of Shares subject to Options would be more than 12,646,286 Shares, which may be adjusted by the Committee to take into account a variation in the equity share capital of the Company, to ensure that Participants are not disadvantaged in respect of their Shares under Option when compared to Shareholders (or such other threshold as may be set out in the terms of the Shareholders’ Agreement from time to time).

**2.7 Phantom Options **

An Option may be granted on the basis that it will always be settled in cash as set out in rule 4.4 (Cash alternative).

**3 Before Vesting/Exit **

**3.1 Rights **

A Participant is not entitled to vote, to receive dividends or to have any other rights of a shareholder in respect of Shares subject to an Option until the Shares are issued or transferred to the Participant.

**3.2 No transfer of Option **

A Participant may not transfer, assign or otherwise dispose of an Option or any rights in respect of it. If a Participant does so, whether voluntarily or involuntarily, then it will immediately lapse. This rule 3.2 does not apply:

**3.3 Adjusting Options for changes in share capital **

If there is:

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**4 Vesting and settlement **

**4.1 Timing and extent of Vesting **

An Option will normally Vest, to the extent that any Performance Condition or other condition is satisfied or waived, as to the relevant number of Shares on the Vesting Dates (or, if later, on the date on which the Committee has determined the extent to which the Performance Condition has been satisfied).

**4.2 Exercise from Vesting Date **

A Participant may exercise an Option in accordance with rule 4.3 (Option exercise and settlement) to the extent it has Vested under rule 4.1 (Timing and extent of Vesting) and has not lapsed in accordance with rule 8 (Lapse of Options).

**4.3 Option exercise and settlement **

**4.4 Cash alternative **

The Committee may decide to satisfy an Option (in whole or in part) by paying an amount in cash equal to the Fair Market Value of the Shares which would otherwise be issued or transferred, less any applicable Exercise Price (subject to rule 10.1 (Tax)).

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**4.5 Non-transferability **

**5 Departure from the Group **

**5.1 Departure treatment for Options which have not Vested **

**5.2 Departure treatment for Vested Options **

In respect of an Option (or any portion thereof) which has already Vested as of the Departure Date:

Date (or such other period as the Committee may determine), at which point any then- unexercised Option (or any portion thereof) will immediately terminate for no consideration.

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**5.3 Settlement for leavers **

**5.4 Overseas transfer **

If a Participant remains an employee of a Member of the Group but is transferred to work in another country or changes tax residence status and, as a result, would suffer a tax disadvantage or become subject to restrictions on the ability to exercise Options or hold or deal in Options, Shares or the proceeds of the sale of the Shares, the Committee may decide that the Options will Vest and become exercisable on a date they choose before or after the transfer or change in status takes effect. The Option will Vest and become exercisable to the extent the Committee permits and any balance will continue in effect and will not lapse unless the Committee decides otherwise.

**5.5 Meaning of “Departure from the Group” **

such date of the Participant’s departure from the Group, the “Departure Date”.

**6 Exit and Reorganisation **

**6.1 Exit **

| | | | : | :------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | | 1 | Pursuant to rule 6.1.1, the Committee has determined that an Option (or any part thereof) that has not already Vested will not Vest in full or otherwise accelerate in Vesting on the date of any Exit that is an IPO as a result of such Exit, and will instead remain subject to, and Vest in accordance with, its existing Vesting schedule set forth in the relevant Stock Option Agreement and other applicable terms set forth therein and in the ESOP. |

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**6.2 Reorganisation **

**7 Malus and clawback **

| | | | : | :----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | | 2 | Pursuant to rule 6.1.2 and rule 6.1.3, the Committee has determined that to the extent any Option has not Vested or been exercised, such Option will not lapse one month after the date of any Exit that is an IPO as a result of such Exit, and, subject to Vesting, will remain exercisable in accordance with the applicable terms of the relevant Stock Option Agreement and the ESOP. |

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**8 Lapse of Options **

An Option will lapse on the earliest of:

**9 Changing and terminating the Plan **

The Committee may at any time change or terminate the Plan, including the terms of any existing Options in any way.

**10 General **

**10.1 Stock Option Agreements **

Each Option under the ESOP shall be evidenced by a Stock Option Agreement, which shall be delivered to the Participant (whether in paper or electronic medium (including email or the posting on a web site maintained by the Company or a third party under contract with the Company)) and shall specify the terms and conditions of the Option and any rules applicable thereto, including, without limitation, the effect on such Option of the death, disability (as determined by the Committee) or termination of employment or service of a Participant, or of such other events as may be determined by the Committee.

**10.2 Tax **

**10.3 Terms of employment **

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**10.4 Committee’s decisions final and binding **

The decision of the Committee on the interpretation of the Plan or in any dispute relating to an Option or matter relating to the Plan will be final and conclusive.

**10.5 Documents sent to shareholders **

The Company is not required to send to Participants copies of any documents or notices normally sent to the holders of its Shares.

**10.6 Costs **

The Company will pay the costs of introducing and administering the Plan but may require a Participant’s employer or contracting entity within the Group to bear the costs in respect of an Option to that Participant.

**10.7 Consents **

All allotments, issues and transfers of Shares will be subject to any necessary consents under any relevant enactments or regulations for the time being in force. The Participant is responsible for complying with any requirements to obtain or avoid the necessity for any such consent.

**10.8 Share rights **

Shares issued to satisfy Options under the Plan will rank equally in all respects with the Shares in issue on the date of allotment. They will not rank for any rights attaching to Shares by reference to a record date preceding the date of allotment. Where Shares are transferred to a Participant, including a transfer out of treasury, the Participant will be entitled to all rights attaching to the Shares by reference to a record date on or after the transfer date. The Participant will not be entitled to rights before that date.

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**10.9 Data protection **

**10.10 Notices **

**10.11 Disclaimer of Liability **

Notwithstanding anything else in these rules, neither the Committee, the Company nor any Member of the Group nor the Company’s shareholders shall under any circumstances be held liable for any costs, losses, expenses and damages whatsoever and howsoever arising in respect of any matter under or in connection with the Plan, including any delay in issuing or procuring the issue or transfer of Shares or the payment of a cash equivalent.

**11 Governing law and jurisdiction **

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**Schedule 1 – Options granted to US Taxpayers **

**1 General **

**1.1 Purpose **

The purpose of this Schedule 1 is to alter the provisions of the Plan solely for Options granted to US Taxpayers to reflect the terms necessary or advisable for such Options to qualify for the short-term deferral exemption from Section 409A described under Section 1.409A- 1(b)(4) of the US Treasury Regulations. References to the Plan, or to the rules, in the main rules of the Plan (or any Schedule thereto) shall be interpreted to include this Schedule 1 in relation to US Taxpayers.

**1.2 Application of this Schedule 1 **

This Schedule 1 shall apply to all Eligible Persons and Participants who are US Taxpayers. In the event that a Participant becomes a US Taxpayer subsequent to the Grant Date, then such Option shall immediately be amended in a manner consistent with this Schedule 1. References in this Schedule 1 to Options granted to US Taxpayers shall include Options held by a Participant who becomes a US Taxpayer subsequent to the Grant Date.

**2 Meaning of words used **

Certain words and expressions used in this Schedule 1 which have initial capital letters have the meanings set out below. Other words and expressions used in this Schedule 1 which have initial capital letters that are not set forth below have the meanings set out in the main rules of the Plan.

“Short-Term Deferral Period” means the period commencing on the date that an Option (or portion thereof) first is no longer subject to a “substantial risk of forfeiture” for the purposes of Section 409A and ending on 31 December of the calendar year in which such Option (or portion thereof) first is no longer subject to the substantial risk of forfeiture.

“Taxable Year” means the calendar year, or, if later, the end of the taxable year of the Member of the Group that employs the US Taxpayer.

“US” means United States of America.

“US Taxpayer” means an Eligible Person or Participant who is subject to US federal income taxation on the Grant Date, or who is expected to become subject to US federal income taxation following the Grant Date, or who does become subject to US federal income taxation following the Grant Date but prior to the date upon which any part of the Option Vests.

“US Treasury Regulations” mean the regulations promulgated under the Code.

**3 Variations in share capital **

Where there is to be an adjustment of an Option granted to a US Taxpayer pursuant to rule 3.3 of the Plan (Adjusting Options for changes in share capital), the Committee shall attempt to structure the terms of the adjustment of the Option such that the adjustment does not violate Section 409A.

**4 Exercise of Options **

Notwithstanding any of the rules of the Plan, an Option granted to a US Taxpayer must be exercised no later than the end of the applicable Short-Term Deferral Period.

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**5 Reorganisation **

Where there is to be an exchange of an Option granted to a US Taxpayer pursuant to rule 6.2 of the Plan (Reorganisation), the Committee shall attempt to structure the terms of the exchange and the new option under rule 6.2 of the Plan (Reorganisation) such that neither the exchange nor the new option violate Section 409A.

**6 Malus and Clawback **

For the avoidance of doubt, the possible application of rule 7 of the Plan (Malus and clawback) to an Option granted to a US Taxpayer will not impose an additional or extend the existing substantial risk of forfeiture applicable to such Option for purposes of Section 409A. 7 Lapse of Options In addition to the times and events set forth in the Plan, an Option granted to a US Taxpayer will lapse upon the end of the applicable Short-Term Deferral Period.

**8 Changes to Options **

**8.1 Performance Conditions or Other Conditions **

Other than to waive it, any Performance Condition imposed pursuant to rule 2.3 of the Plan (Performance Conditions) applicable to an outstanding Option granted to a US Taxpayer may not be altered if and to the extent that the alteration of the Performance Condition would result in the earlier ending of the Short-Term Deferral Period.

**8.2 Amendments **

Notwithstanding the provisions of rule 9 of the Plan (Changing and terminating the Plan), any amendment to the Plan (including this Schedule 1) or an Option shall only be effective with respect to an Option granted to a US Taxpayer to the extent that it does not cause the Option to violate Section 409A.

**9 Tax **

Notwithstanding rule 10.1 of the Plan (Tax), US Taxpayers shall not be responsible for taxes, social security contributions or other statutory liabilities imposed directly on a Member of the Group and which arise out of or in connection with an Option granted to a US Taxpayer, or the acquisition, holding or disposal of Shares (e.g. the employer portions of US social security and Medicare taxes), and such amounts may not be deducted from any cash payment due under the Plan or any proceeds due in respect of the transfer or other disposal of Shares. For the avoidance of doubt, a Member of the Group may withhold taxes, social security contributions and other statutory liabilities which are imposed directly on the US Taxpayer or which the Member of the Group is required to withhold (e.g. US federal, state and local income taxes and the employee portions of US social security and Medicare taxes). 10 Section****** 409A**

**10.1 Application **

Options granted to US Taxpayers are intended to be exempt from the requirements of Section 409A under the short-term deferral exemption described in Section 1.409A-1(b)(4) of the US Treasury Regulations, and the Plan (including this Schedule 1) shall be interpreted and administered consistent with such intention with respect to the Options granted to US Taxpayers. If any provision, term or condition of an Option granted to a US Taxpayer would otherwise frustrate or conflict with such intention, such provision, term or condition will be interpreted and deemed amended so as to avoid such conflict to the fullest extent possible. In the event of any conflict between an applicable provision of the Plan and an applicable provision of this Schedule 1 with respect to an Option granted to a US Taxpayer, the provision of this Schedule 1 shall apply.

**10.2 Amendment **

If, at any time, the Company determines that the terms of an Option granted to a US Taxpayer may violate Section 409A, the Company shall have the authority, but shall not be required, to enter into an amendment of such Option that is designed to avoid the imposition of any additional tax, interest or penalties on the US Taxpayer under Section 409A. Notwithstanding any other provision of any Option, no Member of the Group guarantees or warrants to any person that an Option granted to a US Taxpayer is exempt from Section 409A.

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**10.3 No Group liability **

Each US Taxpayer is solely responsible and liable for the satisfaction of all taxes, penalties and interest that may be imposed on the US Taxpayer in connection with the Plan and/or this Schedule 1 or any Option, including any taxes, penalty or interest under Section 409A. No Member of the Group shall have any obligation to indemnify or otherwise hold a US Taxpayer harmless from any or all of such taxes, penalty or interest.

**Schedule 2 – Options granted to US Residents **

**1 General **

**1.1 Purpose **

The purpose of this Schedule 2 is to alter the provisions of the Plan solely for Options granted to US Residents (including, where applicable California Residents) to reflect certain provisions of US federal and state securities laws. References to the Plan, or to the rules, in the main rules of the Plan (or any Schedule thereto) shall be interpreted to include this Schedule 2 in relation to US Residents.

**1.2 Application of this Schedule 2 **

This Schedule 2 shall apply to all Eligible Persons and Participants who are US Residents. In the event that a Participant becomes a US Resident subsequent to the Grant Date, then such Option shall immediately be amended in a manner consistent with this Schedule 2. References in this Schedule 2 to Options granted to US Residents shall include Options held by a Participant who becomes a US Resident subsequent to the Grant Date.

**2 Meaning of words used **

Certain words and expressions used in this Schedule 2 which have initial capital letters have the meanings set out below. Other words and expressions used in this Schedule 2 which have initial capital letters that are not set forth below have the meanings set out in the main rules of the Plan or in Schedule 1.

“California Resident” means an Eligible Person or Participant who resides or works in the State of California.

“California Securities Laws” means, collectively, Section 25102(o) of the California Corporate Securities Law of 1968, as amended, and the regulations issued thereunder by the California Commissioner of Corporations, including Section 260.140.41.

“Rule 701” means Rule 701 of the Securities Act.

“US Resident” means an Eligible Person or Participant who is a resident of the US or is otherwise subject to US federal or state securities laws.

**3 US federal and state securities laws **

**3.1 General securities laws **

The Committee hereby establish the following terms for purposes of satisfying US federal and any applicable state securities laws (including California Securities Laws, if applicable). Any Option granted under the Plan to an Eligible Person or a Participant who is a US Resident on the Grant Date shall be subject to the following additional limitations, terms, and conditions:

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During any consecutive 12-month period, the amount of Shares delivered and sold under the Plan to US Residents in reliance on Rule 701, together with the amount of securities delivered and sold in reliance on Rule 701 under any other compensatory benefit plan, shall not exceed US $10 million (or any successor amount to such limit under Rule 701).

Notwithstanding the foregoing, Options may be granted under the Plan to any US Resident in accordance with any other registration exemption permitted under applicable US law or by qualification under such law, subject to such conditions as required by the applicable US law.

Notwithstanding any other rules of the Plan, the Company will not be required to deliver or cause to be delivered to any US Resident any Shares under the Plan if at such time such delivery would violate US federal or applicable state securities laws. The Company shall have the right in its sole discretion to modify the terms of the Plan (including any Schedule thereto) and any Option at any time and from time to time as the Company deems necessary or appropriate to ensure or facilitate such compliance, and the Company shall have the right in its sole discretion to include appropriate legends on any Options or Shares issued or caused to be issued in connection with the Plan.

**3.2 California securities laws **

The purpose of this paragraph 3.2 is to alter the provisions of the Plan solely for Options granted to California Residents to reflect the terms necessary or advisable for such Options to qualify for exemption from the California Securities Laws.

This paragraph 3.2 shall apply to all Eligible Persons and Participants who are California Residents. In the event that a Participant becomes a California Resident subsequent to the Grant Date, then such Option shall immediately be amended in a manner consistent with this paragraph 3.2. References in this paragraph 3.2 to Options granted to California Residents shall include Options held by a Participant who becomes a California Resident subsequent to the Grant Date.

In addition to the provisions of paragraph 3.1 of this Schedule 2, any Option granted under the Plan to a Participant who is a California Resident shall be subject to the following additional limitations, terms and conditions (which for the purposes of compliance with California Securities Laws only, shall be deemed to be a separate plan maintained solely for California Residents):

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Notwithstanding the foregoing, Options may be granted under the Plan to any California Resident in accordance with any other registration exemption permitted under the California Corporate Securities Law of 1968, as amended, or by qualification under such law, subject to such conditions as required by such law.

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